REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Triton International Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Triton International Limited and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Emphasis of a Matter
The Consolidated Financial Statements of the Company for the year ended December 31, 2022, before the effects of the adjustments to retrospectively adjust those financial statements to include the additional segment information in Note 12 to the financial statements, were audited by other auditors whose report, dated February 14, 2023, expressed an unqualified opinion on those statements. We have audited the adjustments to the 2022 Consolidated Financial Statements to retrospectively adjust those financial statements to include additional segment information as discussed in Note 12 to the Consolidated Financial Statements. Our procedures included (1) comparing the previously reported segment information to previously issued Consolidated Financial Statements; (2) comparing the additional segment information to the Company's underlying analysis; and (3) testing the mathematical accuracy of the underlying analysis. In our opinion, such retrospective adjustments are appropriate and have been properly applied. However, we were not engaged to audit, review, or apply any procedures to the 2022 Consolidated Financial Statements of the Company other than with respect to the retrospective adjustments, and accordingly, we do not express an opinion or any form of assurance on the 2022 Consolidated Financial Statements taken as a whole.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Estimated Residual Values of Leasing Equipment – Refer to Note 2 to the financial statements
Critical Audit Matter Description
Leasing equipment is recorded at cost and depreciated to an estimated residual value on a straight-line basis over its estimated useful lives. The estimated residual value represents the amount the Company estimates that it will recover upon the sale or other disposition of the leasing equipment at the end of their useful lives. The estimates of residual value are based on a number of factors including historical sales experience for each major equipment type. The Company reviews the estimated residual values on a regular basis to determine whether a change in their estimates of residual values is warranted.
We identified the estimated residual values of leasing equipment as a critical audit matter because of the significant estimates and assumptions management makes in evaluating whether current estimated residual values are reasonable. This required a high degree of auditor judgment when performing audit procedures to evaluate the reasonableness of management’s estimated residual values of leasing equipment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the evaluation of estimated residual values of leasing equipment included the following, among others:
•We tested the effectiveness of controls relating to the Company’s evaluation of estimated residual values of the leasing equipment, including controls over the key information, such as historical sales data used to estimate residual values of leasing equipment.
•We tested a sample of the historical selling prices of used containers for accuracy and completeness by examining sales invoices and cash receipts.
•We compared the average selling prices for used containers to published industry reports.
•We tested the mathematical accuracy of the Company’s calculations supporting the residual values and compared the average historical selling prices per container type in the calculation to current estimated residual values.
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| /s/ Deloitte & Touche LLP |
New York, New York
February 28, 2025
We have served as the Company’s auditor since 2023.
