Textainer Group Holdings Limited Reports Fourth-Quarter and Full-Year 2012 Results and Increases Qua

Textainer Group Holdings Limited Reports Fourth-Quarter and Full-Year 2012 Results and Increases Quarterly Dividend

$1.2 Billion of Total Fleet Capex in 2012 Sets New Record

HAMILTON, Bermuda--(BUSINESS WIRE)-- Textainer Group Holdings Limited (NYS: TGH) ("Textainer", "the Company", "we" and "our"), the world's largest lessor of intermodal containers based on fleet size, today reported results for the fourth quarter and full year ended December 31, 2012.

Highlights:

• We achieved record capex, revenue, net income attributable to Textainer common shareholders, adjusted net income⁽¹⁾and adjusted EBITDA⁽¹⁾for the quarter and full year;

• Continued strong pace of expansion, invested a record of $1.2 billion of total fleet capex in new and used containers for the year, including $192 million of purchases from our managed fleet;

• Revenues of $127.3 million for the quarter, an increase of 9.4% from the prior year quarter, and $487.1 million for the full year, an increase of 15.2% from the prior year;

• Net income attributable to Textainer common shareholders of $60.6 million, or $1.07 per diluted common share, for the quarter, an increase of 10.3%, from the prior year quarter, and $207.0 million, or $3.96 per diluted common share, for the full year, an increase of 9.1% from the prior year;

• Adjusted net income⁽¹⁾of $58.2 million, or $1.03 per diluted common share, for the quarter, an increase of 9.8% from the prior year quarter, and $201.2 million, or $3.85 per diluted common share, for the full year, an increase of 12.9% from the prior year;

• Adjusted EBITDA⁽¹⁾of $114.9 million for the quarter, an increase of 28.8% from the prior year quarter, and $395.3 million for the full year, an increase of 19.0% from the prior year;

• Utilization continued at very high levels, averaging 96.7% during the fourth quarter and 97.2% for 2012;

• Acquired a majority interest in TAP Funding Ltd., a company that owns 99,000 TEU of containers managed by Textainer and recorded a bargain purchase gain of $9.4 million;

• Textainer now owns 73% of its total fleet, the highest percentage in Company history;

• Annual 2012 return on equity of 26%, exceeding Textainer's average annual return on equity of 23% since the Company's October 2007 initial public offering; and

• Textainer paid a $0.44 per share dividend in the fourth quarter and declared a $0.45 per share dividend in the first quarter of 2013, the Company's twelfth consecutive quarterly increase.

"The fourth quarter marked the close of a phenomenal year for Textainer. We reported record quarterly revenue of $127 million, record adjusted net income⁽¹⁾of $58 million and record adjusted EBITDA⁽¹⁾ of $115 million," commented Philip K. Brewer, President and Chief Executive Officer of Textainer. "Not only did we achieve record performance for the quarter, but for the year as well with record revenues, income, and adjusted net income. We also set a new Textainer benchmark with $1.2 billion of annual capex in new and used containers. We also increased our dividend for the twelfth consecutive quarter. We are extremely pleased with Textainer's performance."

"We now own 73% of our total fleet reflecting our success in rapidly deploying capital raised during our September equity offering on revenue generating assets," continued Mr. Brewer. "Owning containers increases the value we deliver to our shareholders as we earn significantly more on owned containers than managed containers. Our 26% return on equity, which is impressive given that we are the least leveraged of all public container leasing companies, is a result of our focus on investing in immediately accretive assets that provide strong returns."

Key Financial Information (in thousands except for per share and TEU amounts):

"Adjusted net income" and "adjusted EBITDA" are Non-GAAP Measures that are reconciled to GAAP measures in footnote 1. "Adjusted net income" is defined as net income attributable to Textainer Group Holdings Limited common shareholders before unrealized (gains) losses on interest rate swaps and caps, net, gain on sale of containers to NCI and related impact of reconciling items on net (loss) income attributable to the NCI. "Adjusted EBITDA" is defined as net income attributable to Textainer Group Holdings Limited common shareholders before interest income and interest expense, realized and unrealized losses (gains) on interest rate swaps and caps, net, income tax expense (benefit), net (loss) income attributable to the NCI, depreciation and amortization expense, gain on sale of containers to NCI and related impact of reconciling items on net (loss) income attributable to the NCI. Footnote 1 provides certain qualifications and limitations on the use of Non-GAAP Measures.

Textainer's adjusted net income⁽¹⁾ for the quarter and full year benefited from higher revenue from an increase in the size of the owned container fleet, offset by increased depreciation expense due to our record level of capex and higher new container prices, which averaged almost $2,400 per CEU in 2012, and an increase in interest expense due to an increase in debt required to fund the expansion of our owned fleet.

On December 20, 2012, Textainer acquired a 50.1% interest in TAP Funding Ltd., a company that owns an approximately 99,000 TEU ("twenty-foot equivalent unit") fleet of containers currently managed by Textainer, for cash consideration of approximately $21 million plus the value of TAP Funding Ltd.'s existing debt that remains outstanding. This fleet contains a well diversified mix of container types, including standard dry freight, refrigerated and specialized dry freight containers. Additionally, the fleet has high utilization and a diversified lessee mix consistent with Textainer's overall container fleet. Textainer has agreed with TAP Ltd., the other shareholder in TAP Funding Ltd., to continue to invest in new containers for this fleet, in order both to grow the portfolio and maintain the relatively young average age of the containers. As a result of the acquisition, the Company consolidated TAP Funding Ltd. and recorded a $9.4 million non-cash bargain purchase gain.

On December 31, 2012, Textainer also acquired approximately 24,000 TEU of standard dry freight containers from its managed fleet for approximately $33 million.

Textainer ended the year with a debt-to-equity ratio of 2.16:1. In 2012 the Company completed approximately $2.4 billion of financing in the debt and equity markets, resulting in over $1.3 billion in net incremental funding.

Outlook

"We believe the outlook for 2013 for our industry remains attractive. Shipping lines are likely to remain dependent on container lessors for the majority of their container needs due to limitations on both the cash they have available for investment and the funding provided by banks. Manufacturers are expected to produce 2.7 million TEU in 2013 compared to 2.5 million TEU during 2012, and lessors are expected to purchase 70% or more of total production versus 65% last year. Additionally, shipping lines are expected to continue their recent increase in disposals, which provides opportunities for purchase leaseback and trading business as well as increases in the demand for new replacement containers," commented Mr. Brewer. "These factors, coupled with our strong balance sheet and access to financing, position us to continue to grow our market share, provide consistent financial results and maintain our market leading position. We are off to a good start in 2013, with over $95 million already invested in new and used containers."

"Two other factors help support our positive outlook for 2013. First, we own a record 73% of our fleet. While we expect average utilization to be below last year's level, it should remain high since 82% of our fleet is subject to long-term and finance leases. Second, during the fourth quarter of 2012 we successfully closed several finance lease and purchase leaseback transactions and expect to further grow this business in 2013."

Dividend

On February 8, 2013, Textainer's Board of Directors approved and declared a quarterly cash dividend of $0.45 per share on Textainer's issued and outstanding common shares, payable on March 5, 2013 to shareholders of record as of February 22, 2013. This dividend is an increase of $0.01 per share from the prior quarter. The current dividend represents 44% of adjusted net income⁽¹⁾.

"We increased our dividend by 2% from the third quarter, resulting in a 44% payout ratio. This is our twelfth consecutive quarterly dividend increase, continues our record of either stable or increasing dividends every quarter since going public and is a 22% increase compared to the dividend declared for the fourth quarter of 2011," added Mr. Brewer. "We believe our dividend policy properly balances the need to fund growth while providing income to our shareholders."

Investors' Webcast

Textainer will hold a conference call and a Webcast at 11:00 am EST on Tuesday, February 12, 2013 to discuss Textainer's fourth-quarter and full-year 2012 results. An archive of the Webcast will be available one hour after the live call through February 12, 2014. For callers in the U.S. the dial-in number for the conference call is (888) 895-5271; for callers outside the U.S. the dial-in number for the conference call is (847) 619-6547. To access the live Webcast or archive, please visit Textainer's website at http://www.textainer.com.

About Textainer Group Holdings Limited

Textainer Group Holdings Limited and its subsidiaries ("Textainer") is the world's largest lessor of intermodal containers based on fleet size. The Company began operations in 1979 and as of the most recent quarter end had approximately 1.9 million containers, representing approximately 2.8 million TEU, in its owned and managed fleet. Textainer leases dry freight, refrigerated, and specialized containers. Each year the Company is one of the largest purchasers of new containers as well as one of the largest sellers of used containers in the world. Textainer leases containers to approximately 400 shipping lines and other lessees and sells containers to more than 1,000 customers worldwide. Textainer operates via an international network of 14 regional and area offices, as well as more than 390 independent depots.

Important Cautionary Information Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. securities laws. Forward-looking statements include statements that are not statements of historical facts and include, without limitation, statements regarding: (i) Textainers belief that the outlook for 2013 for its industry remains attractive; (ii) Textainer's belief that owning containers increases the value it delivers to its shareholders as it earns significantly more on owned containers than managed containers; (iii) industry data suggesting that shipping lines are likely to remain dependent on container lessors for the majority of their container needs due to limitations on both the cash they have available for investment and the funding provided by banks; (iv) industry data suggesting that manufacturers are expected to purchase 70% or more of total production versus 65% last year; (v) Textainer's belief that the expectation of shipping lines to continue their recent increase in disposals provides opportunities for purchase leaseback and trading business as well as increases in the demand for new replacement containers; (vi) Textainer's belief that the container industry's outlook, coupled with Textainer's strong balance sheet and access to financing, positions Textainer to continue to grow its market share, provide consistent financial results and maintain its market leading position; (vii) Textainer's belief that, while it expects its average utilization to be below last year's level, it should remain high since 82% of its fleet is subject to long-term and financing leases; (viii) Textainer's expectation that it will further grow its finance lease and purchase leaseback business in 2013 and (ix) Textainer's belief that its dividend policy properly balances the need to fund growth while providing income to its shareholders. Readers are cautioned that these forward-looking statements involve risks and uncertainties, are only predictions and may differ materially from actual future events or results. These risks and uncertainties include, without limitation, the following items that could materially and negatively impact our business, results of operations, cash flows, financial condition and future prospects: any deceleration or reversal of the current domestic and global economic recoveries; lease rates may decrease and lessees may default, which could decrease revenue and increasing storage, repositioning, collection and recovery expenses; we own a large and growing number of containers in our fleet and are subject to significant ownership risk; further consolidation of container manufacturers or the disruption of manufacturing for the major manufacturers could result in higher new container prices and/or decreased supply of new containers and any increase in the cost or reduction in the supply of new containers; the demand for leased containers depends on many political and economic factors beyond Textainer's control; the demand for leased containers is partially tied to international trade and if this demand were to decrease due to increased barriers to trade, or for any other reason, it could reduce demand for intermodal container leasing; as we increase the number of containers in our owned fleet, we will have significant capital at risk and may need to incur more debt, which could result in financial instability; Textainer faces extensive competition in the container leasing industry; the international nature of the container shipping industry exposes Textainer to numerous risks; gains and losses associated with the disposition of used equipment may fluctuate; our indebtedness reduces our financial flexibility and could impede our ability to operate; and other risks and uncertainties, including those set forth in Textainer's filings with the Securities and Exchange Commission. For a discussion of some of these risks and uncertainties, see Item 3 "Key Information-- Risk Factors" in Textainer's Annual Report on Form 20-F/A filed with the Securities and Exchange Commission on June 27, 2012.

Textainer's views, estimates, plans and outlook as described within this document may change subsequent to the release of this press release. Textainer is under no obligation to modify or update any or all of the statements it has made herein despite any subsequent changes Textainer may make in its views, estimates, plans or outlook for the future.