SecProbe.io

Mail Stop 4631       May 4, 201 6

Via E -mail
Ian Schwartz
General Counsel
Triton Container International Limited
55 Green Street
San Francisco, C A 94111

Re: Triton International Limited
Amendment No. 3 to Registration Statement on Form S -4
Filed April 22, 201 6
  File No. 333-208757

Dear Mr. Schwartz :

We have reviewed your response letter and the above -referenced filing, and have the
following comments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
161
Critical Accounting Policies, page 181
Valuation of Long Lived Assets – container rental equipment, page 181

1. In your response to prior comment 5 you indicate that your impa irment analysis for the
pooled fleet is assessed at an equipment type level, while the impairment analysis for the
specific fleet is assessed at the equipment type level by entity.  We have the following
comments in this regard:

 Please expand your critica l accounting policy disclosures to clarify this nuanced level
at which you have grouped your container leasing equipment in your determination of
their lowest level of separable cash flows; and

 Please provide us with the results of your impairment testing  for your specific fleet at
the equipment type level by entity.  Ensure you provide us with the underlying
material assumptions you relied on in determining the estimates of future cash flows.

2. In your response to prior comment 5 you indicate you included incremental proceeds
related to the final repair invoice issued to the lessee for damages which are not
ultimately performed and incremental proceeds for units that are damaged by the lessee
beyond repair. For 20 -foot dry vans, the incremental proceeds amo unt was $164 per
container sold and was held constant throughout the projection period.  Please confirm, if
true, that all lease agreements include terms that require lessees to make these damage

Ian Schwartz
Triton Container International Limited
May 4, 201 6
Page 2

 related payments and such payments historically were approxi mately $164 per container
leased.  If not, provide additional support for this assumption.

3. In your response to prior comment 5 you indicate that because projected cash flows for
all equipment types exceeded net book value as of December 31, 2015 by a subs tantial
margin, you concluded that there was no indication of impairment and no additional
disclosure was required.  We note, however, that you performed additional stresses on the
portfolio of units held in use and that in one scenario you stressed the pe r diem rates and
the retirement proceeds by reducing the levels at each year in the projection by 25%.  The
results of this stress scenario indicated that the difference between the sum of the
undiscounted cash flows and the net book value of the container s was only approximately
$200 million.  We have the following comments in this regard:

 We note that you have provided us with additional stress test information on the
entire portfolio of units held in use rather than by the asset groups described in your
response.  Please tell us whether any of your individual asset groups had
undiscounted cash flow less than their net book value under these additional stress
tests;

 If there are reasonably possible scenarios which indicate there may be a material
impairment at any of your asset group levels being tested, please expand your critical
accounting policy disclosures to provide the following additional information:

 A description of the key assumptions used by the Company in calculating the
asset group’s  future cash flow and how those key assumptions were determined;

 A discussion of the degree of uncertainty associated with the specific key
assumptions; and

 A description of potential events and/or changes in circumstances that are specific
to the asset group and could reasonably be expected to negatively affect the key
assumptions.

Please refer to Item 303(a)(3)(ii) of Regulation S -K and Section 501.14 of the Financial
Reporting Codification for guidance.  In this regard, we note that registrants should
provide disclosure about critical accounting estimates pursuant to the guidance in Release
33-8350 if (i) the nature of the estimates or assumptions is material due to the levels of
subjectivity and judgment necessary to account for highly uncertain matte rs or the
susceptibility of such matters to change and (ii) the impact of the estimates and
assumptions on financial condition or operating performance is material.

Ian Schwartz
Triton Container International Limited
May 4, 201 6
Page 3

 Container rental equipment, page 182

4. We note from your response to prior comment 9 th at you regularly review the disposition
pricing of your containers and use this information to make decisions regarding estimates
of residual values.  In light of the fact that container rental equipment is your most
significant asset and you experienced l osses when selling certain 40 -foot dry van
containers and 40 -foot high cube dry van containers during 2015, please expand your
critical accounting policy disclosures to provide much of the information provided in
your response.  Specifically:

 Expand your disclosures to clarify how you meet your objective of setting residual
value estimates to reflect the likely outcomes over time;

 Clarify that you evaluate the relationship between sales prices and residual values
over a long -term horizon;

 Disclose your b elief that a 7 -year analysis to be the most relevant since this
encompasses the broadest data set over a longer -time horizon.  In this regard, please
clarify, if true, that this time horizon captures the cycles of your business to allow for
an appropriate assessment of your assumptions underlying your depreciation policy;

 Expand your disclosure to address the fact that during the fourth quarter of 2015, you
experienced losses when selling certain 40 -foot dry van containers and 40 -foot high
cube dry van con tainers during 2015.  Clarify that you do not adjust your long -term
residual value estimates based on short -term data points and that you regularly review
your data and will make further revisions as and when conditions warrant.  Please
confirm, and if tru e, revise your disclosure to indicate that you continue to monitor
the sales prices for indicators of a deeper, more sustained market turndown and, if
necessary, will adjust your estimates if there are indicators that the current weak
market for containers  will be sustained in the long term.

Where You Can Find More Information, page 233

5. Please incorporate by reference TAL’s 10 -K/A, filed April 22, 2016, in your next
amendment.

Financial Statements, page F -1
Note 1 - Business and Summary of Significant Ac counting Policies, page F -8
(c) Principals of Consolidation, page F -8

6. We note your response to prior comment 8.  You disclose that you only held 45.1% of
TCI membership interests as of December 31, 2014.  Please clarify whether or not your
TCI membership interests also represent your voting interests.  If so, and in light of your
conclusion that TCI is not a variable interest entity, it is unclear as to your accounting
basis for consolidating TCI in 2014.  Please advise.

Ian Schwartz
Triton Container International Limited
May 4, 201 6
Page 4

 Note 13 – Share Based Compensation,  page F -30
Options, page F -30

7. We note your response to prior comment 12.  Please clarify for the unvested options if
you took into consideration whether the employees were expected to complete the
requisite service at the time of the modification, and if so what consideration you gave to
also recognizing compensation cost equal to the unrecognized grant -date fair value of the
original award in addition to the incremental compensation cost over the remaining
requisite service period.

You may contact Tracie  Mariner , Staff Accountant at 202 -551-3744 or Jeanne Baker ,
Staff Accountant  at 202-551-3691 if you have questions regarding comments on the  financial
statements and related matters.  Please contact David Korvin, Staff Attorney  at 202 -551-3236 or
Craig Slivka, Special Counsel  at 202 -551-3729 with any other questions.

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
Assistant Director
Office of Manufacturing and
Construction

cc: Via E-mail
Neil Markel
Cleary Gottlieb Steen & Hamilton LLP