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BUSINESS SUMMARY

Overview Algeco Scotsman is the leading global business services provider focused on modular space, secure portable storage solutions,

and remote workforce accommodation management with a lease fleet consisting of approximately 303,000 modular units and 8,000 fully managed remote accommodation rooms. We have approximately 260 branch and depot locations and operate in 37 countries across five continents. We lease our modular space and portable storage units to customers in diverse end-markets, including energy and natural resources, commercial, industrial, manufacturing, residential and heavy construction, government and education. To enhance our product and service offerings and our gross profit margin, we offer delivery, installation and removal of our lease units and other associated add-ons and value-added products and services, such as damage waivers and extended warranties, and the rental of steps, ramps, furniture, fire extinguishers, air conditioning and wireless internet access points. We provide remote facility management solutions to customers working in remote environments through turnkey lodging, catering, transportation, security and logistical services. We also complement our core leasing business by selling both new and used units, allowing us to leverage our scale, achieve purchasing benefits and lower the average age of our lease fleet. Our modular space and remote accommodation products include offices, classrooms, accommodation/sleeper units, work camp products, special purpose temporary spaces and other self-sufficient multi-unit modular structures, which offer our customers flexible, low cost, high quality and timely solutions to meet their space needs, whether short-, medium- or long-term. For the year ended December 31, 2013, we leased or sold our modular space, portable storage, and remote accommodation units to approximately 70,000 customers, with our top 20 customers accounting for approximately 20% of our leasing and services revenue.

We have operations around the globe, serving key markets within EMEA, North America, Asia Pacific and Latin America. In February, 2013, we completed the acquisition of Target Logistics (“Target”), a leading provider of full-service remote workforce accommodation solutions in the United States which further expanded our end-market diversification. In October 2012, we completed the acquisition of Ausco and its subsidiary Portacom, the leading providers of modular space products in Australia and New Zealand, respectively.

Our geographic scale and our geographic and end-market diversification increase the stability of our cash flows and provide significant operational advantages, including purchasing efficiencies and the ability to optimize fleet utilization. Our size also allows us to opportunistically transfer our fleet to areas of higher or increasing customer demand to optimize our fleet utilization and redeploy excess fleet to developing markets to extend its useful life. Our presence in developing markets enhances our growth profile and presents us with additional opportunities to expand through value-creating “in-market” acquisitions.

The following charts illustrate the breakdown of our fleet’s gross book value between modular space, portable storage, and fully managed remote accommodation products as of December 31, 2013 and our adjusted gross profit (gross profit excluding depreciation on rental equipment) breakdown between our core leasing and services business and our sales business, as well as our revenue mix by geography and end-market for the year ended December 31, 2013.

Fleet Breakdown by Gross Book Value Adjusted Gross Profit Breakdown

Gross Book Value: $3,235 million Total Adjusted Gross Profit: $892 million

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Revenue Mix by Geography

Revenue Mix by End-Market

Revenue: $1,799 million

Our core leasing model is characterized by recurring revenue driven by long-term leases on long-lived assets that require minimal maintenance capital expenditures. Our average lease duration is approximately 22 months in EMEA, 33 months in North America and 24 months in Asia Pacific. The global average age of our fleet is less than ten years. We typically recoup our initial investment in purchased units in less than three years, which allows us to obtain significant value over the economic life of our units, which can exceed 20 years. The relatively young average age of our fleet compared to its economic life provides us with financial flexibility, allowing us to maintain our cash flow generation during economic downturns by temporarily reducing capital expenditures, without significantly impairing our fleet’s value.

Our modular space fleet consists of approximately 256,000 units with a gross book value of approximately $2.8 billion as of December 31, 2013. Our fleet is generally comprised of standardized, versatile products that can be configured to meet a wide variety of customer needs. All of our modular space units are intended to provide convenient, comfortable space for occupants at a location of their choosing. On a global basis, our next largest competitor is less than a third of our size. We believe that our global footprint and substantial fleet size provide us with significant competitive advantages. In addition, our scale enables us to purchase units on favorable terms or achieve manufacturing scale benefits, providing incremental margin to both our leasing and sales businesses. We continue to seek opportunities to further optimize our profitability and lease economics, including through ongoing procurement and lean operating initiatives. For example, our global procurement and lean organizations coordinate activities and leverage best practices throughout our company in order to optimize procurement and operational productivity.

Our remote accommodations business is comprised of approximately 8,000 fully managed rooms, with a gross book value of approximately $0.3 billion as of December 31, 2013. Our remote accommodations business provides living and sleeping space solutions, which are typically utilized for workforces in remote locations. The majority of these units offer full suite “hotel-like” rooms to our customers. In addition to leasing these remote accommodations products to our customers, we also provide remote facility management solutions which include catering services, recreational facilities and on-site property management.

Our portable storage fleet consisting of approximately 47,000 units, with a gross book value of approximately $0.1 billion as of December 31, 2013, is primarily comprised of steel containers, which address customers’ need for secure, temporary, on-site storage on a flexible, low-cost basis. Our portable storage fleet provides a complementary product to cross-sell to our existing modular space customers, as well as new customers.

Our sales business complements our core leasing business by allowing us to offer “one-stop shopping” to customers desiring short-, medium- and long-term space solutions. Our sales business also enhances our core leasing business by allowing us to regularly sell used equipment and replace it with newer equipment. In addition, our ability to consistently sell used units and generate cash flow from such sales allows us to partially offset the cash required for capital expenditures.

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Industry Overview We operate within the modular space, portable storage and remote accommodations markets. We compete in the modular space

market in EMEA, North America, Asia Pacific and Latin America. We compete in the remote accommodations market in North America and Asia Pacific. We also have a sizable business in the portable storage market, primarily in the United States and the United Kingdom.

Modular Space Market Modular space units are non-residential structures designed to meet federal, provincial, state and local building codes and, in

most cases, are designed to be relocatable. Modular space units are constructed offsite, utilizing lean manufacturing techniques to prefabricate single or multi-story whole building solutions in deliverable modular sections. Units can be constructed of wood, steel or concrete and can be permanent or relocatable. The modular space market is highly fragmented and has expanded rapidly over the last 40 years as the number of applications for modular space has increased and the recognition of its value has grown. The two key growth drivers in the modular space market are:

• Growing need and demand for space—growing need and demand for space is driven by general economic activity, including gross domestic product growth, industrial production, mining and resources activity, non-residential construction and urbanization. Other factors such as public and education spending and the scale and frequency of special events also impact demand for modular space.

• Increasing shift from traditional fixed, on-site built space to modular space solutions— the increasing shift from traditional fixed, on-site built space to modular space solutions is driven by the speed of installation, flexibility and lower cost of modular space units. Modular space units are also increasingly associated with high levels of quality, as the units are built indoors in controlled environments based on repeatable models and processes. Remote locations also favor modular space solutions over traditional installations, particularly with respect to work camps and work villages. Demand for modular space relative to fixed speace has strengthened during economic downturns due to the length of typical leases and because modular space units are typically less expensive than fixed, on-site built space.

We believe that these growth drivers are particularly relevant in high-growth regions, such as Australia, Canada, Eastern Europe and South America.

Modular space units offer several advantages as compared with fixed, on-site built space, including: • Quick to install—the pre-fabrication of modular space units allows them to be put in place rapidly, providing potential

long-term solutions to needs that may have quickly materialized. • Flexibility—flexible assembly design allows modular space units to be built cost-effectively to suit a customer’s needs

and allows customers the ability to adjust their space as their requirements change. • Cost effectiveness—modular space units provide a cost effective solution for temporary and permanent space

requirements and allow customers to improve returns on capital in their core business. • Quality—the pre-fabrication of modular space units is based on a repeatable process in a controlled environment,

resulting in more consistent quality. • Mobility—modular space units can easily be disassembled, transported to a new location and re-assembled.

Portable Storage Market The portable storage market is highly fragmented and remains primarily local in nature. Portable storage provides customers

with a flexible and low-cost storage alternative to permanent warehouse space and fixed-site self storage. In addition, portable storage addresses the need for security while providing for convenience and immediate accessibility to customers.

Remote Accommodations Market Fully managed remote accommodations service energy, oil & gas, mining, infrastructure and construction customers in

geographically isolated areas that typically lack traditional hotel-style lodging options. Modular space complexes are designed and installed on temporary or permanent basis in remote locations to provide customers with dormitories, kitchen/dining halls, recreation and fitness centers. The facilities are supported with lodging management, catering and food services, housekeeping, recreation equipment, laundry, as well as water and wastewater treatment, power generation, communications and personnel logistics, where required. This turnkey managed facilities offering allows customers to provide their employees with high quality accommodations and recreation opportunities in a safe, centralized environment to optimize workforce productivity and maximize staff retention. Additionally, this arrangement establishes a single source supplier and allows customers to direct capital to core investment areas such as energy resource development. Demand is driven by resource exploration (drilling & seismic), facilities construction, infrastructure

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development and ongoing operational phases. Medium to long-term duration requirements by customers in North America and Australia are driven by long-life energy reserves in the Western Canada Oil Sands market, North Dakota Bakken Shale Basin, Alaskan on-shore oil market, Texas Permian Basin and Australia’s multiple commodity markets (iron ore, liquid natural gas, coal).

Products and Services Our products can be used to meet a broad range of customer needs. Our modular space products are used as, among other things,

classrooms, construction site offices, temporary and permanent office space, sales offices, accommodation/sleeper units, work camp products and special events headquarters. We have a lease fleet of approximately 303,000 modular space and portable storage units. Our modular space fleet ranges from single-unit facilities to section modular structures, which combine two or more units into one structure for applications that require more space. Units typically range in size from 8 to 14 feet in width and 16 to 70 feet in length and are wood or aluminum framed mounted on a steel chassis. Some units are fitted with axles and hitches and are towed to various locations while others are easily flat-bed trailer mounted and transported by truck. Most units contain materials used in conventional buildings and are equipped with air conditioning and heating, electrical outlets and, where necessary, plumbing facilities. Additionally, we manage 8,000 remote accommodations rooms where we not only provide the facilities, but we also operate the entire workforce camp, providing catering, facility maintenance, housekeeping, utilities, and security. Leasing of modular space and fully managed remote accommodations rooms represented approximately 74% of our revenue during the year ended 2013. Sales of new and used modular space and storage units to customers represented approximately 26% of our revenue during the year ended December 31, 2013.

Our specific product offerings include:

Product Offering

Approximate Percentage of Fleet(1)

Description

Modular space 91%

Modular space products 87% The majority of our fleet consists of a wide variety of flexible, functional modular spaceproducts. Most of these units can be utilized as single units, or assembled into multipleunit buildings. Most of the units can be joined together on any side and can be stacked ontop of each other in instances where customers seek to limit their building’s footprint. Customers can specify the configuration desired in terms of overall size as well as spacing of interior walls using movable partitions and quantity and spacing of windowsand doors. These units have various flooring and lighting alternatives. The units can have air conditioning, heating, ventilation, internet cabling, exterior awnings, and plumbing facilities, as desired. Interiors can be customized to match the customer needs. Our fleet also includes a number of special purpose temporary space units, including portablerestroom facilities, generator powered facilities, ticket offices, guard booths, kitchenunits and warehouse space.

Portable storage products

4% Portable storage products are former shipping containers typically used for secure storage space. Our portable storage units are primarily ground-level entry storage containers ofdifferent sizes with swing doors. These units are made of heavy exterior metals forsecurity and water tightness.

Remote Accommodations 9% Our accommodation/work camp products provide living and sleeping space solutions andare typically utilized for workforces in remote locations, particularly in the energy andresources end-market. The majority of these units offer full service suite “hotel-like” rooms, with individual bathroom/shower facilities combined with each bedroom.Additionally, each camp typically includes restaurant/dining options, laundries, campreception/offices, fitness centers, and indoor/outdoor entertainment/relaxation areas.

(1) Based on gross book value as of December 31, 2013.

We complement our core business, leasing modular space and portable storage units, with the following products and services: Sales of Products. We sell modular space and portable storage units from our branch locations. Generally, we purchase new

units from our vendors or assemble new units ourselves for sale. We do not generally purchase new units for resale until we have obtained firm purchase orders (which are generally non-cancelable) for such units. Buying units directly for resale adds scale to our purchasing, which is beneficial to overall supplier relationships and purchasing terms. In the normal course of managing our business, we also sell used units directly from our lease fleet either at fair market value or, to a much lesser extent, pursuant to pre-established lease purchase options included in the terms of our lease agreements. The sale of these in-fleet units has historically been both

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profitable and a cost-effective method to finance replenishing and upgrading our lease fleet. Our sales business includes modifying or customizing units to meet customer requirements.

Delivery and Installation. We provide delivery, site-work, installation and other services to our customers as part of our leasing and sales operations, and we charge our customers a separate fee for such services. Revenue from delivery, site-work and installation results from the transportation of units to a customer’s location, site-work required prior to installation and installation of the units which have been leased or sold. Typically, units are placed on temporary foundations constructed by our service technicians and service personnel will also generally install our ancillary products. We also derive revenue from disassembling, unhooking and removing units once a lease expires.

Other Ancillary Products and Services. We lease furniture, steps, shelving, air conditioners, heaters, fire extinguishers, ramps, internet connectivity devices and other items to our customers for their use in connection with our products. We also offer our lease customers a damage waiver program that protects them in case the leased unit is damaged. For customers who do not select the damage waiver program, we bill them for the cost of any repairs.

For the year ended December 31, 2013, approximately 35% of our modular space revenue was derived from delivery and installation and other ancillary products and services.

Customers Our operating infrastructure is designed to ensure that we consistently meet or exceed our customers’ expectations by reacting

quickly, efficiently and effectively. As a result, we have established strong relationships with a diverse customer base in North America, EMEA, Asia Pacific and Latin America, ranging from large multi-national companies to local sole proprietors. During the year ended December 31, 2013, we leased or sold our products to approximately 70,000 customers in several industries, including the energy and resources, commercial, industrial, manufacturing, residential and heavy construction, government, education, services and other end-markets. Our top 20 customers accounted for approximately 20% of our leasing and services revenue during such period, with no customer accounting for more than 4% of our leasing revenue during such period. Approximately 71% of our business is done with repeat customers. We believe that our customers prefer our modular space products over fixed, on-site built space because, among other things, modular space products are a quick, flexible, cost-effective and risk-averse solution for expansion and modular space units are built in controlled environments which offer higher quality than on-site builds.

Our key customer end-markets include the energy and resources, commercial,/industrial, residential and heavy construction, government, manufacturing, education, and services and other end-markets:

Energy and Resources. Our products are leased to companies involved in mining exploration and extraction, electricity generation and transmission, oil and gas exploration, production and distribution and other energy-related services. Units are used as accommodations, meeting rooms, reception and visitor centers, work offices, kitchens, dining halls, entertainment rooms and security offices. Customers in energy and resources end-markets accounted for approximately 25% of our revenue for the year ended December 31, 2013.

Commercial/Industrial. Customers in this category span a variety of industries and product uses, including entertainment, recreation, retail, fast food and dining establishments, transportation terminals, recycling, chemicals, agriculture and other general commercial and industrial end-markets. Units are used as work offices, meeting rooms and certain industry-specific uses. Customers in commercial/industrial end-markets accounted for approximately 16% of our revenue for the year ended December 31, 2013.

Residential and Heavy Construction. We provide office and storage space to a broad array of contractors associated with both residential and non-residential buildings, commercial offices and warehouses; highway, street, bridge and tunnel contractors; water, sewer, communication and power line contractors; and special construction trades, including glass, glazing and demolition. Our construction customer base is characterized by a wide variety of contractors that are associated with original construction as well as capital improvements in the commercial, institutional, residential and municipal arenas. Units are used as temporary offices, breakrooms, accommodations and security offices. Customers in residential and heavy construction end-markets accounted for approximately 10% of our revenue for the year ended December 31, 2013.

Government. Governmental customers consist of national, state, provincial and local public sector organizations. Modular space and portable storage solutions are particularly attractive to focused niches such as disaster relief, prisons and jails, courthouses, military installations, national security buildings and temporary offices during building modernization. Customers in government end-markets accounted for approximately 12% of our revenue for the year ended December 31, 2013.

Manufacturing. Customers in the manufacturing end-market consist of small, medium and large manufacturing companies, who use our products for a variety of purposes, including as storage space, work offices, meeting space and security offices. Customers in manufacturing end-markets accounted for approximately 15% of our revenue for the year ended December 31, 2013.

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Education. Rapid shifts in populations within regions often necessitate quick expansion of education facilities particularly in elementary, secondary schools and universities/colleges. Regional and local governmental budgetary pressures, as well as classroom size reduction legislation and refurbishment of existing facilities, have made modular space units, especially multi-sectional units, a convenient and cost-effective way to expand classroom, laboratory and library capacity. In addition, our products are used as temporary classrooms when schools are undergoing large scale modernization, allowing continuous operation of a school while modernization progresses. Customers in education end-markets accounted for approximately 7% of our revenue for the year ended December 31, 2013.

Services and Other. Customers in this category include special events as well as services industries, including professional services, healthcare and pharmaceuticals. Special events include major events such as international athletic competitions, automobile races and other professional and amateur sporting events. Units are used for a variety of purposes, including accommodations and dressing rooms, offices, media work spaces and temporary restroom facilities. Customers in services and other end-markets accounted for approximately 15% of our revenue for the year ended December 31, 2013.

Sales and Marketing Our sales and marketing team consisted of approximately 745 employees as of December 31, 2013. Members of our sales group

act as our primary customer service representatives and are responsible for fielding calls, visiting customers, developing solutions for customers’ needs, processing credit applications, quoting prices and negotiating and handling orders. Our marketing group is primarily responsible for developing and coordinating direct mail and other advertising campaigns, producing company literature and creating promotional sales tools. Our support services groups handle billing, collections and other support functions, allowing our sales and marketing team to focus on addressing the needs of our customers. Our marketing programs emphasize the cost-savings and convenience of using our products versus constructing temporary or permanent facilities. Marketing programs also seek to differentiate our products and services from local market competitors. We use a number of marketing tools to generate new business and customers. Through our marketing and sales efforts, we have successfully expanded the uses for our products. We intend to continue to identify and penetrate other industries that would benefit from the use of our products and services.

Developing new customers is an integral part of the sales process and is monitored by the management team. In addition to our prospect tracking databases, we conduct direct mail campaigns and use print and electronic advertising, including customer trade publications. We have developed telephone number networks in some countries so that our customers can call and speak to a sales representative in the branch location nearest the site where the call was placed. In addition, we participate in numerous regional and national trade shows, and our sales personnel participate in local trade groups and associations. We also design marketing campaigns targeted at specific market niches.

On the national and regional level, our administrative support services and scalable management information systems enhance our service by enabling us to access real-time information on product availability, customer reservations, customer usage history and rates. In addition, we have developed our own proprietary “Lean” operating system, which is being implemented globally. The system is a set of processes, procedures and tools, as well as a continuous improvement philosophy, which continually monitors and improves productivity, quality, delivery and responsiveness. We believe that this system has enabled us to shorten our lead times and achieve higher levels of on-time delivery, better product quality and faster response times. Due to our broad geographic capabilities, this program allows us to further differentiate ourselves from many of our local competitors by providing consistent service on a national basis.

Leases The terms of our leases vary and leases for our units are typically renewable on a month-to-month basis after their expiration,

depending on the geographic region as well as the end user. While the initial contractual term of our leases is typically shorter, our average actual lease duration (including month-to-month renewals) is approximately 22 months in EMEA, 33 months in North America and 24 months in Asia Pacific. In addition to the monthly lease rates, our customers are generally responsible for the costs of delivery and set-up, dismantling and pick-up and any loss or damage beyond normal wear and tear. Our leases typically require customers to maintain liability and property insurance covering our units during the lease term and to indemnify us from losses caused by the negligence of the customer or their employees.

Branch & Depot Network As a key element to our market leadership strategy, we maintain a network of approximately 260 branches & depots. Because

geographic accessibility to customers is a necessity of the modular space and portable storage industry, we believe that our strategy of employing a broad branch and depot network allows us to better serve our existing customers and attract new customers. This network enables us to increase our product availability and customer service within our regional and local markets. Customers benefit because they are provided with improved service availability, reduced time to occupancy, better access to sales representatives, the ability to inspect units prior to rental and lower freight costs which are typically paid by the customer. We benefit because we are able to spread regional overhead and marketing costs over a larger lease base, redeploy units within our branch and depot network to optimize

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utilization, discourage potential competitors by providing ample local supply and offer profitable short-term leases which would not be profitable without a local market presence. We believe that the geographic diversity of our branch and depot network reduces our exposure to changes related to a given region, while presenting us with significant growth opportunities, particularly in regions with significant energy and natural resource activities and in growth markets such as Australia, Canada, Eastern Europe and Brazil.

Our branches typically have a sales staff dedicated to the local market, with transportation personnel responsible for delivery and pick-up of our units and yard personnel responsible for loading and unloading units and performing modifications, repairs and maintenance. Our branch staff report to local supervisors and management in their respective regions, who are ultimately supervised by one of our four region heads.

Procurement and Maintenance of Fleet We have made significant investments in our lease fleet, which consists of approximately 303,000 modular units and 8,000 fully

managed remote accommodation rooms with a gross book value of approximately $3.2 billion as of December 31, 2013. The average age of our fleet is less than ten years. We closely monitor fleet capital expenditures, which include fleet purchases and capitalized costs of improving existing units. Generally, fleet purchases are recommended and coordinated by the field organization with capital allocation and capital expenditure approvals managed at the regional, national and corporate level. All fleet purchases are thoroughly reviewed for necessity and to confirm achievement of internal rate of return on capital thresholds. Typically, the timeline from identifying a need for incremental fleet to taking delivery can range from weeks to months depending on the customer urgency, type of product desired and the degree of customization required.

We assemble and purchase our units with no significant dependence on any particular supplier. We also maintain a global procurement office in China to assist with procurement of our fleet.

We believe that our fleet purchases are flexible and can be adjusted to match business needs and prevailing economic conditions. We are generally not “locked in” to long-term purchase contracts with manufacturers and can modify our capital spending activities to meet customer demand. In addition, given the long economic life and durability of our rental equipment, we do not have the fleet replacement issues faced by many general equipment leasing companies whose estimated useful life for their fleet assets are generally significantly shorter. Our fleet capital expenditures were $206 million, $228 million and $259 million for the years ended December 31, 2011, 2012 and 2013, respectively. We supplement our fleet spending with acquisitions. Although the timing and amount of acquisitions are difficult to predict, we consider our acquisition strategy to be opportunistic and will adjust our fleet spending patterns as acquisition opportunities become available. We believe that we have attractive geographic expansion opportunities in both existing and new markets where end-market demand for modular space and portable storage units is underdeveloped or is growing rapidly. We plan to selectively pursue geographic expansion acquisitions that enhance, complement or diversify our product lines, enhance our existing customer relationships and leverage our existing scale and infrastructure. For example, during 2010 and 2011, we acquired several modular space providers with operations in the United Kingdom, continental Europe and the United States. In 2012, we completed the acquisition of the Eurobras Group, the leading modular space provider in Brazil and we acquired Ausco and Portacom to establish the leading market position in Asia Pacific. In 2013, we acquired Target which we believe compliments our product lines in the United States. We have a proven track record of efficiently integrating acquisitions and quickly eliminating operational redundancies while maintaining acquired customer relationships. We generally acquire assets and operations similar to our own (including through “in-market” value-creating acquisitions), and these acquisitions extend our customer base.

Each of our leasing units typically undergoes general maintenance at the end of its lease term, such as cleaning and painting, as well as more significant refurbishment during the course of its economic life. We generally have the flexibility to defer certain maintenance to adjust to our needs and the prevailing economic condition, in part due to the durability of our products and the low cost of replacement parts.

Fleet Management Information Systems Our proprietary management information systems are instrumental to our management of our fleet which includes

approximately 303,000 units across five continents. These systems also empower targeted marketing efforts and allow management to monitor operations at our branches on a daily, weekly and monthly basis. Lease fleet information is updated daily at the branch level and verified through a periodic physical inventory by branch personnel. This provides management with online access to utilization, lease fleet unit levels and rental revenue by branch or geographic region. In addition, an electronic file for each unit showing its lease history and current location/status is maintained in the information system. Branch sales people utilize the system to obtain information regarding unit condition and availability. The database tracks individual units by serial number and provides comprehensive information including cost, condition and other financial and unit specific information.

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Employees As of December 31, 2013, we had approximately 5,130 employees, of whom approximately 1,510 were located in North

America, 2,540 in EMEA, 560 in Latin America and 520 in Asia Pacific. Approximately 38% of these employees, principally in EMEA and Asia Pacific, were covered by collective bargaining agreements.

Consistent with local legal requirements or market practice, these collective bargaining agreements are typically renewable on an annual or triennial basis. None of our employees in North America are covered by collective bargaining agreements. Management believes that our relationship with our employees is good.

Intellectual Property We own a number of trademarks important to our business. Our material trademarks are registered or pending applications for

registrations in the U.S. Patent and Trademark Office and various non-U.S. jurisdictions. In each of our markets, we operate under a brand with a strong local history but identify all of our operations as part of Algeco

Scotsman. In EMEA, we operate under the names Algeco and Elliott. In North America and Mexico, we operate principally under the Williams Scotsman brand and also operate as Target Logistics and Hawaii Modular Space. In Brazil, we operate under the Eurobras name. In Asia Pacific, we operate as Ausco in Australia and Portacom in New Zealand.

Competition Although our competition varies significantly by market, the modular space and remote accommodations industry, in general, is

highly competitive and fragmented. We believe that participants in our industry compete on the basis of customer relationships, price, service, delivery speed and breadth and quality of equipment and additional services offered. In several of our markets, we compete with one or more local providers as well as a limited number of large national companies. Some of our competitors may have greater market share in certain areas, less indebtedness, greater pricing flexibility or superior marketing and financial resources. In North America, significant modular space and remote accommodations competitors include McGrath Rentcorp, Modspace, Inc. Mobile Mini, Pac-Van, ATCO, Oil States and Black Diamond. In EMEA, significant modular space and remote accommodations competitors include Touax, Wernick, Mobile Mini, Yves Cougnaud Group, Portakabin and A Plant. In Asia Pacific, significant modular space and remote accommodations competitors include ATCO, OnSite, Coates and Oil States. In Latin America, significant modular space competitors include NHJ, MRC and Multiteiner. In our North American portable storage business, we compete with Mobile Mini, Pac-Van, Eagle Leasing and a number of other national, regional and local companies. With the exception of the United Kingdom, we consider competition in EMEA to be relatively diffuse. In our U.K. portable storage business, we compete primarily with Mobile Mini, Wernick and A-Plant.

Regulatory and Environmental Compliance We are subject to certain federal, state, local and foreign environmental, transportation, anti-corruption, import controls, health

and safety, and other laws and regulations. We incur significant costs to comply with these laws and regulations, but from time to time we may be subject to additional costs and penalties as a result of non-compliance. The discovery of currently unknown matters or conditions, new laws and regulations or different enforcement or interpretation of existing laws and regulations could materially harm our business or operations in the future.

In the United States, we are subject to federal, state and local laws and regulations that govern and impose liability for activities and operations which may have adverse environmental effects, including discharges to air and water, as well as for handling and disposal practices for hazardous substances and other wastes under the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, the Clean Water Act, the Clean Air Act and similar state and local laws and regulations. In the ordinary course of business, we use and generate substances that are regulated or may be hazardous under environmental laws. Environmental laws also may impose liability for conditions and activities such as soil or groundwater contamination and off-site waste disposal, including such contamination or disposal that occurred prior to the acquisition of our businesses. We may incur costs related to alleged environmental damage associated with past or current properties owned or leased by us.

In the United Kingdom, our operations are subject to the requirements of the Environmental Protection Act, the Health and Safety at Work Act and the Town and Country Planning Acts, and under these statutes, are subject to regulation by the Environment Agency, the Health and Safety Executive and local government authorities.

We are also subject to various other regulations in the other jurisdictions in which we operate. To date, no environmental matter has been material to our operations. Based on our past experience, we believe that any

environmental matters relating to us of which we are currently aware will not be material to our overall business or financial condition.

Our operations are also subject to anti-bribery laws and regulations, such as the FCPA and the U.K. Bribery Act (the “UKBA”). These regulations prevent us, or our officers, employees and agents from making payments to officials and public entities of foreign

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countries to facilitate obtaining new contracts. To the extent we or our officers, employees, and agents are found to have violated, the provisions of the FCPA and/or the UKBA, we may be subject to criminal sanctions and significant monetary penalties.

A portion of our units are subject to regulation in certain states under motor vehicle and similar registrations and certificate of title statutes. We believe that we have complied in all material respects with all motor vehicle registration and similar certificate of title statutes in states where such statutes clearly apply to mobile office units. We have not taken actions under such statutes in states where it has been determined that such statutes do not apply to mobile office units. However, in certain states, the applicability of such statutes to our mobile office units is not clear beyond doubt. If additional registration and related requirements are deemed to be necessary in such states or if the laws in such states or other states were to change to require us to comply with such requirements, we could be subject to additional costs, fees and taxes as well as administrative burdens in order to comply with such statutes and requirements. We do not believe that the effect of such compliance will be material to our business and financial condition.

Properties Corporate Headquarters. Our headquarters is located in Baltimore, Maryland. Our executive, financial, accounting, legal,

administrative, management information systems and human resources functions operate from this single, leased office ensuring effective and efficient management of all central functions.

Branch Locations. We operate 210 branches located throughout North America, EMEA, Latin America and Asia Pacific. Collectively, we lease approximately 68% of our branch properties and we own the balance.

Depots. We maintain approximately 50 depot locations throughout EMEA. Our depots operate as staging and storage locations for our rental equipment when not on-hire, and typically also include facilities for maintenance and refurbishment of rental equipment between customer leases.

Assembly Plants / Manufacturing Sites. Our European operations assemble units with assembly plants in the United Kingdom, France, and the Czech Republic. We lease approximately 40% of our assembly plants and we own the balance. Our Latin American and Asia Pacific operations assemble units with assembly plants located in Brazil, Australia and New Zealand, with 14 such sites in total. We lease all such manufacturing sites.

Management believes that none of our properties, on an individual basis, is material to our operations, and we also believe that satisfactory alternative properties could be found in all of our markets if ever necessary.

Legal Proceedings and Insurance Currently, we are involved in various lawsuits and claims arising out of the normal course of our business. The nature of our

business is such that disputes occasionally arise with vendors including suppliers and subcontractors, and customers over warranties, contract specifications and contract interpretations among other things. We assess these matters on a case-by-case basis as they arise. Reserves are established, as required, based on our assessment of our exposure. We have insurance policies to cover general liability and workers’ compensation related claims. In the opinion of management, the ultimate amount of liability not covered by insurance, if any, under such pending litigation and claims will not have a material adverse effect on our financial position or results of operations. See our audited consolidated financial statements for additional detail.

USE OF NON-IFRS FINANCIAL MEASURES

We supplement our consolidated financial statements presented on an IFRS basis by providing additional measures which may be considered "non-IFRS" financial measures. We believe that the disclosure of these non-IFRS financial measures provides additional insight into the ongoing economics of our business and reflects how we manage our business internally. These non-IFRS financial measures are not in accordance with IFRS and should not be viewed in isolation or as a substitute for IFRS financial measures.

Reconciliation of Gross Profit to Adjusted Gross Profit:

Gross Profit $ 650

Fleet Depreciation & Amortization 242

Adjusted Gross Profit $ 892

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ALGECO SCOTSMAN GLOBAL S.À R.L. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion of our financial condition and results of operations should be read together with our December 31, 2013 consolidated financial statements and the notes thereto. This discussion contains forward-looking statements regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements that are based on management’s current expectations, estimates and projections about our business and operations. Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “would,” “project,” and similar expressions. Our actual results may differ materially from those contained in or implied by any forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements, all of which speak only as of the date of this report.

Introductory Note

Unless the context otherwise requires, all references to “we,” “us,” “our,” the “Group” and the “Company” refer to Algeco Scotsman Global S.à r.l., a limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, together with its subsidiaries.

Overview

We are the leading global business services provider focused on modular space, secure storage solutions and remote accommodations. Our lease fleet consists of approximately 303,000 modular and storage units and we manage approximately 8,000 rooms in our remote accommodations business. We have approximately 260 branch and depot locations and operate in 37 countries across five continents. We seek to capitalize on our breadth and significant scale to focus on geographic market opportunities. Changes in our geographic mix can affect our results of operations due to jurisdictional differences, including those related to the level of economic activity and growth and the competitiveness of a particular market.

We lease our modular space and portable storage units to customers in diverse end-markets, including energy and natural resources, commercial, industrial, manufacturing, residential and heavy construction, government and education. To enhance our product and service offerings and our gross profit margin, we offer delivery, installation and removal of our lease units and other associated add-ons and value-added products and services, such as damage waivers and extended warranties, and the rental of steps, ramps, furniture, fire extinguishers, air conditioning and wireless internet access points. We provide remote facility management solutions to customers working in remote environments through turnkey lodging, catering, transportation, security and logistical services. We also complement our core leasing business by selling both new and used units, allowing us to leverage our scale, achieve purchasing benefits and lower the average age of our lease fleet. Our modular space and remote accommodation products include offices, classrooms, accommodation/sleeper units, work camp products, special purpose temporary spaces and other self-sufficient multi-unit modular structures, which offer our customers flexible, low cost, high quality and timely solutions to meet their space needs, whether short-, medium- or long-term.

Our core leasing model is characterized by recurring revenue driven by long-term leases on long-lived assets that require minimal maintenance capital expenditures. Our average lease duration is approximately 22 months in EMEA, 33 months in North America and 24 months in Asia Pacific. The global average age of our fleet is approximately ten years. We typically recoup our initial investment in purchased units in less than three years, which allows us to obtain significant value over the economic life of our units, which can exceed 20 years. The relatively young average age of our fleet compared to its economic life provides us with financial flexibility, allowing us to maintain our cash flow generation during economic downturns by temporarily reducing capital expenditures, without significantly impairing our fleet’s value.

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Our modular space fleet consists of approximately 256,000 units with a gross book value of approximately $2.8 billion as of December 31, 2013. Our fleet is generally comprised of standardized, versatile products that can be configured to meet a wide variety of customer needs. All of our modular space units are intended to provide convenient, comfortable space for occupants at a location of their choosing. On a global basis, our next largest competitor is less than a third of our size. We believe that our global footprint and substantial fleet size provide us with competitive advantages. In addition, our scale enables us to purchase units on favorable terms, providing incremental margin to both our leasing and sales businesses.

Our remote accommodations business is comprised of approximately 8,000 fully managed rooms with a gross book value of $0.3 billion as of December 31, 2013. Our remote accommodations business provides living and sleeping space solutions, which are typically utilized for workforces in remote locations. The majority of these units offer full suite “hotel-like” rooms to our customers. In addition to leasing these remote accommodations products to our customers, we also provide remote facility management solutions which include catering services, recreational facilities and on-site property management.

Our portable storage fleet of approximately 47,000 units, with a gross book value of approximately $0.1 billion as of December 31, 2013, is primarily comprised of steel containers, which address customers’ need for secure, temporary, on-site storage on a flexible, low-cost basis. Our portable storage fleet provides a complementary product to cross-sell to our existing modular space customers, as well as new customers.

We continue to seek opportunities to further optimize our profitability and lease economics through our ongoing commercial initiatives, procurement and lean operating initiatives. As an example, our global procurement, lean and commercial excellence organizations coordinate activities and leverage best practices throughout our company in order to optimize procurement and operational productivity.

Our sales business complements our core leasing business by allowing us to offer “one-stop shopping” to customers desiring short-, medium- and long-term space solutions. Our sales business also enhances our core leasing business by allowing us to regularly sell used equipment and replace it with newer equipment. In addition, our ability to consistently sell used units and generate cash flow from such sales allows us to partially offset the cash required for capital expenditures.

Acquisitions Acquisition of Target Logistics

In February 2013, we acquired 100% of the membership interests in Target Logistics Management, LLC (“Target”). Target is a leading provider of full-service remote workforce accommodation solutions in the United States and facilitates our continued strategic expansion in the remote accommodation business.

The initial consideration for Target was $201.2 million, which was comprised of $86.7 million in cash, 6,749,269 shares of our ultimate parent, Algeco/Scotsman Holding S.à r.l., (“Holdings”) valued at $92.8 million and contingent consideration with an acquisition date fair value of $21.7 million. We also assumed $76.7 million of indebtedness. Holdings contributed the membership interests in Target that it acquired to us. We incurred $59 million of borrowings under our five year multicurrency asset based revolving credit facility (“ABL Revolver”) to partially fund the cash portion of the consideration. In addition, an earnout agreement entered in connection with the acquisition (the “Earnout Agreement”) provides for additional payments (the “Target Earnout”) dependent on cumulative value creation to be achieved over the subsequent years between acquisition and Exit Event, as defined in the Earnout Agreement. The Earnout Agreement provided the former owners of Target the opportunity to earn additional value for meeting performance objectives in 2013, however these performance objectives were not met. The Earnout Agreement also provides the former owners of Target the opportunity to earn additional consideration for cumulative value creation to be achieved over the subsequent years between the acquisition and an Exit Event. Amounts payable under the Earnout Agreement are to be paid in shares of Holdings if such cumulative value creation goals are achieved; provided, that if an Exit Event does not occur prior to December 31, 2015, estimated prepayments will be made in cash which will reduce the ultimate payment attributable to cumulative value creation. The maximum amount of cash that can be paid under the Earnout Agreement is $115.0 million. We completed the

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valuation of the Earnout Agreement and recorded the earnout at $21.7 million at purchase. See Note 5 in our consolidated financial statements for additional information regarding the Target acquisition.

Acquisition of Chard

In November 2013, we acquired Chard Camp Catering Service, Ltd. (“Chard”), a Canadian provider of workforce accommodations that allowed us to continue to expand our remote workforce accommodations presence in Canada. The consideration for this acquisition is comprised of $8.4 million in cash and $1.7 million of assumed indebtedness. The aggregate purchase price was allocated principally to rental equipment ($5.2 million), customer relationship ($0.9 million), and goodwill ($4.6 million). Acquisition of Ausco

On October 11, 2012 and in conjunction with our 2012 Refinancing (as defined in Note 18 of our consolidated financial statements), we acquired Ausco Holding S.à r.l. and its subsidiaries (“Ausco”), the leading provider of modular space in Australia and New Zealand from our principal owner TDR Capital LLP (“TDR”) in exchange for shares of Holdings. The acquisition of Ausco from TDR is a transaction among entities under common control. TDR had previously acquired Ausco on June 29, 2011 for cash consideration of $684.8 million. Our acquisition of Ausco is part of our strategy to grow the business through expansion into new geographic territories. We elected to account for this acquisition under the pooling of interest method as permitted by IFRS prospectively from the date on which we took control. Under the pooling of interest method, the assets and liabilities of the combined entities were reflected at their respective carrying values, which reflect a step-up in the basis of the Ausco assets and liabilities to fair value as of the date of acquisition by TDR, and no new identifiable intangible assets or goodwill are recorded. The statements of comprehensive income reflect the income and expenses of the combined entity from October 11, 2012. See Note 5 in our consolidated financial statements for additional information regarding the Ausco acquisition. Acquisition of Eurobras

In December of 2011, we completed the first part of a two-phased acquisition of the equity interests of several Brazilian entities that have since been consolidated into a single entity (“Eurobras”). In January 2012, we completed the second phase of the acquisition of Eurobras. The combined purchase price of Eurobras was $96.3 million. As the second phase of the Eurobras acquisition was completed in the first week of January 2012, the consolidated statements of comprehensive income for the year ended December 31, 2012 includes a full year of results of operations for Eurobras. See Note 5 in our consolidated financial statements for additional information regarding the Eurobras acquisition.

Industry Trends Affecting Our Business

We expect that the demand for our products and services will increase due to the following two key growth

drivers in the modular space market:

growing need and resulting demand for space; and

increasing shift from traditional fixed on-site built space to modular space solutions.

Our financial performance is generally impacted by several other factors, including:

the duration and severity of economic movements, whether globally or within the industry sectors or geographic regions within which we operate;

fluctuations in interest rates and foreign currency exchange rates;

fluctuations in the costs of raw materials, including gasoline and labor;

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the competitive environment in which we operate; and

capital and credit market conditions.

Components of Our Historical Results of Operations

Revenue

Our revenue consists mainly of leasing and services and sales revenue. We derive our modular space leasing revenue primarily from the leasing of our modular space, portable storage units and remote accommodations. Included in our modular space leasing revenue are enhancement services related to leasing such as lease equipment repairs, rentals of fire extinguishers, air conditioning and wireless internet access points and damage waivers and extended warranties. In addition, modular space leasing revenue also includes fees that we charge for the delivery and pick-up of our leasing equipment to and from our customers’ premises, delivery of equipment we sell to our customers and repositioning our leasing equipment. Our remote accommodations leasing and services revenue is comprised of the leasing and operation of our remote workforce accommodations where we provide housing, catering and transportation to meet our customers’ requirements.

The key drivers of changes in leasing revenue are the number of units in our lease fleet, the average

utilization rate of our lease units, the average rental rate per unit, the total number of beds under management in remote accommodations and changes in the level of enhancement services provided. The utilization rate of our lease units is the ratio, at the end of each period, of (i) the number of units in use (which includes units from the time they are on hire to a customer until the time they are returned to us) to (ii) the total number of lease units in our fleet. Our average rental rate per unit for a period is equal to the ratio of (i) our rental income, excluding services and unit enhancements, for that period to (ii) the average number of lease units hired out to customers during that period.

The table below sets forth the number of units in our modular space lease fleet, the average utilization of

our lease units and the average rental rate per unit for the periods specified below. For comparative purposes, the acquisition of Ausco has been included in these amounts effective January 1, 2012.

Year Ended December 31,

2013 2012 2011

Units on rent (average during the period) 226,743 237,882 232,850 Average utilization rate 74.2% 75.0% 77.1% Average monthly rental rate $ 260 $ 254 $ 235

In addition to our leasing revenue, we also generate revenue from sales of new and used modular space and portable storage units to our customers as well as delivery, installation, maintenance and removal services and other incidental items related to accommodation services for our customers. Included in our sales revenue are charges for modifying or customizing sales equipment to customers’ specifications. In addition, we generate revenue from the leasing and operation of remote accommodations in which we provide housing, catering and transportation services.

We believe that customers with identified long-term needs for modular space or portable storage solutions

prefer to purchase, rather than lease, such units. As a result, shifts in our end-market mix can affect the proportion of our revenue derived from our leasing and sales businesses.

Gross Profit

Cost of revenues associated with our leasing business includes payroll and payroll-related costs for branch personnel, material and other costs related to the repair, maintenance, storage, and transportation of our rental equipment as well as depreciation expense related to our rental equipment. Cost of revenues associated with our remote accommodations business includes the costs of running our owned and operated facilities, such as employee costs, catering, transportation, occupancy and other facilities and services costs. Cost of revenues associated with

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our new unit sales business include the cost to buy, transport and customize units that are sold. Cost of revenues for our used unit sales consist primarily of the net book value of the unit at date of sale. SG&A

Our SG&A expense includes all costs associated with our selling efforts, including marketing costs and salaries and benefits, including commissions of sales personnel. It also includes our overhead costs, such as salaries of our administrative and corporate personnel and the leasing of facilities we occupy. Additionally, SG&A includes non-cash compensation charges related to movements in the fair value of share-based payment incentive plans.

Other Depreciation and Amortization

Other depreciation and amortization includes depreciation of all assets other than rental equipment and includes amortization of our intangibles assets.

Impairment Losses on Goodwill We evaluate goodwill impairment annually, or more frequently where there is an indication that impairment may exist, for our cash generating units to which goodwill has been allocated. If the recoverable amount of a cash generating unit is less than its carrying amount, an impairment loss is recognized. Impairment losses on goodwill represent the excess of the carrying value of the cash generating unit as the recoverable amount which is the higher of fair value less costs to sell or its value in use. Impairment Losses on Rental Equipment and Property, Plant and Equipment Impairment losses on rental equipment and property, plant and equipment represent the excess of the carrying value of the rental equipment or property, plant and equipment being evaluated for impairment and its estimated recoverable amount.

Restructuring Costs

Restructuring costs include costs associated with certain restructuring plans designed to streamline operations and reduce costs. Our restructuring plans are generally country or region specific and can extend over several fiscal years. The restructuring costs are generally the cash costs to exit locations and reduce the size of the workforce or facilities in impacted areas.

Other Expense, Net

Our other expense, net primarily includes impairment of rental equipment, impairment of other property, plant and equipment held for sale, net loss on disposal of property, plant and equipment and the change in the estimated fair value of contingent consideration.

Use of Constant Currency

Fluctuation in foreign currency exchange rate can have a major impact on our financial results. The reporting currency for our consolidated financial statements is the U.S. dollar. The local currency of each country is the functional currency for each of our respective entities operating in that country. Thus, we hold assets, incur liabilities, earn revenue and pay expenses in a variety of currencies other than the U.S. dollar, primarily the euro, the British pound sterling, the Australian dollar, the Canadian dollar and the Brazilian real. Changes in exchange rates have had and may continue to have a significant, and potentially adverse, effect on our results of operations. Our primary risk of loss regarding foreign currency exchange rate risk is caused by fluctuations in the following exchange rates: U.S. dollar/euro, U.S. dollar/British pound sterling, U.S. dollar/Canadian dollar, U.S. dollar/Australian dollar and U.S. dollar /Brazilian real. We have agreements with certain subsidiaries for repayment of a portion of the investments and advances made to these subsidiaries. We recognize the unrealized gains and losses, including those associated with investments and advances made to our subsidiaries, in foreign currency transaction gain (loss) on the consolidated statements of comprehensive income. The exposure of our income from operations to fluctuations in foreign currency exchange rates is reduced in part because a majority of the costs that we incur in connection with our foreign operations are also denominated in local currencies. We cannot predict the effects of exchange rate fluctuations on our future operating results. We do not currently hedge our currency transaction or translation exposure, nor do we have any current plans to do so.

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We are exposed to financial statement gains and losses as a result of translating the operating results and financial position of our subsidiaries that are not denominated in U.S. dollars. We translate the local currency statements of comprehensive income of our foreign subsidiaries into U.S. dollars using the average exchange rate during the reporting period. Changes in foreign exchange rates affect the reported profits and losses and cash flows of our subsidiaries and may distort comparisons from year to year.

As exchange rates are an important factor in understanding period-to-period comparisons, we believe that the presentation of results on a constant currency basis in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. We use results on a constant currency basis as one measure to evaluate our performance. We calculate constant currency by calculating current period results using prior period foreign currency exchange rates. We generally refer to such amounts calculated on a constant currency basis as excluding or adjusting for the impact of foreign currency. These results should be considered in addition to, not as a substitute for, results reported in accordance with IFRS. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with IFRS. Critical Accounting Policies

Our discussion and analysis of our financial condition, results of operations, liquidity and capital resources is based on our consolidated financial statements, which have been prepared in accordance with IFRS. IFRS requires that we make estimates and judgments that affect the reported amount of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. We base these estimates on historical experience and on various other assumptions that we consider reasonable under the circumstances. We evaluate our estimates and judgments. Actual results may differ from these estimates. We believe that the following critical accounting policies involve a higher degree of judgment or complexity in the preparation of our consolidated financial statements.

Revenue Recognition We generate revenue from leasing modular space, remote accommodation and portable storage units and

related products and services (including delivery, installation and removal of our lease units and other associated add-ons and value-added products and services, such as damage waivers and extended warranties, and the rental of steps, ramps, furniture, fire extinguishers, air conditioning and wireless internet access points), and from sales of new and used rental equipment.

We enter into various types of lease arrangements with customers. We classify these leases as either operating or finance based on an evaluation of the terms and conditions of the arrangements. Our primary business is conducted through operating leases that we enter into with our customers, but we occasionally enter into finance leases. Judgment is involved in determining whether or not we retain all the significant risks and rewards of ownership, a significant factor in determining classification of each lease. Lease income from operating leases is recognized in income on a straight-line basis over the lease term. Delivery, installation, maintenance, removal, catering, and transportation services associated with rental and remote accommodation activities are recognized upon completion of the related services. For finance leases (i.e., capital leases) where we are a lessor, the revenue recognized at the inception of the lease is the fair value of the asset, or, if lower, the present value of the minimum lease payments accruing to us, computed at a market rate of interest. The finance income earned by us on such arrangements is recognized in interest income over the lease term.

Revenue from the sale of new and used units is measured at the fair value of the consideration received or receivable, net of returns and trade discounts. Revenue is recognized when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods and the amount of revenue can be measured. Transfer of risks and rewards occurs when units are delivered and installed. Revenue from delivery and installation services incidental to the sales of rental equipment is recognized upon completion of delivery and installation of sold rental equipment.

Some equipment is sold under construction-type contracts. Construction-type contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive payments to the

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extent that it is probable that those variations will result in revenue and can be measured reliably. When the outcome of a construction contract can be estimated reliably, contract revenue and expenses are recognized in profit or loss in proportion to the stage of completion of the contract determined by reference to the proportion of the costs incurred to date compared to estimated total costs under the contract. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized only to the extent of contract costs incurred that are likely to be recoverable. An expected loss on a contract is recognized immediately in profit or loss. For construction contracts in progress, a single asset (prepaid expense) or liability (deferred revenue) is presented for the total of costs incurred and recognized profits, net of progress payments and recognized losses, in the consolidated statements of financial position.

Business Combinations and Goodwill Business combinations are accounted for using the acquisition method, except for transactions among

entities under common control, which are accounted for under the pooling of interest method as permitted by IFRS prospectively from the date on which control is taken. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value, and the amount of any non-controlling interest in the acquiree. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interest over the net identifiable assets acquired and liabilities assumed. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Impairment is tested at least annually. For the purpose of impairment testing, we allocate goodwill acquired in a business combination, from the acquisition date, to each of our cash generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Where goodwill forms part of a cash generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash generating unit retained. The determination of fair value of assets and liabilities in each of these circumstances is based to a considerable extent on management’s judgment.

Measurement of the Recoverable Amounts of Asset Groups and of Cash Generating Units or Groups of Cash Generating Units Containing Goodwill

As required by International Accounting Standard (“IAS”) 36 Impairment of Assets we regularly monitor the carrying value of our asset groups, including rental equipment, property, plant and equipment and goodwill. Impairment reviews compare the carrying values to the higher of fair value less costs to sell or the present value of future cash flows that are derived from the relevant asset groups, cash generating unit or groups of cash generating units. These reviews, therefore, depend on management estimates and judgments, in particular in relation to the forecasting of future cash flows, the discount rate applied to the cash flows and the selection of relevant market comparable data.

Rental Equipment Estimates are used in the determination of useful lives and residual values for rental equipment. Estimates

are also used in the determination of the fair value of assets held for sale.

Provision for Impairment of Trade Receivables Trade receivables are recognized initially at fair value and carried thereafter at amortized cost using the

effective interest rate method, less provisions for doubtful accounts. Provision for impairment of trade receivables is recognized when there is objective evidence that we will not receive the cash flow due since the initial recognition of the receivables’ terms. Provisions are measured as the difference between the assets’ carrying amount and the present value of future cash flows discounted at the financial asset’s original effective interest rate. Such provisions are stated in the consolidated statements of comprehensive income as selling, general and administrative expenses. The determination of the amount required to provide the provision for impairment of trade receivables requires judgment in evaluating the credit worthiness of customers and in projecting future credit losses on current receivables.

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Provisions and Contingencies We maintain provisions in a number of areas within our consolidated financial statements to provide

coverage against exposures that arise in the ordinary course of business. These provisions cover areas such as uninsured losses, termination liabilities, reorganization activities and uncertain tax positions. We recognize a provision when we have a present legal or constructive obligation as a result of a past event, and it is more likely than not that an outflow of resources will be required to settle the obligations and the amount can be reasonably estimated. Significant judgment is involved in determining whether these conditions are met. If we determine these conditions are not met, no provisions are recognized. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and, if appropriate, the risks specific to the obligation. Significant judgment is involved in assessing the exposures in these areas and hence in setting the level of the required provision.

Valuation of Financial Instruments Where the fair value of financial assets and financial liabilities recorded in our consolidated statements of

financial position cannot be derived from active markets, they are determined using valuation techniques including the discounted cash flows model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Share-Based Payments Estimating fair value for share-based payments requires determining the most appropriate valuation model,

which is dependent on the terms and conditions of the grant. This also requires determining the most appropriate inputs to the valuation model including the expected life of the option, volatility and dividend yield. The assumptions and models used for estimating fair value for share-based payments are disclosed in Note 23 to our 2013 consolidated financial statements.

Income Taxes Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws and the

amount and timing of future taxable income. Differences arising between the actual results and the assumptions made in such interpretation, or future changes to such assumptions, could necessitate future adjustments to tax benefit and expense already recorded. We establish provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which we operate. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. The ultimate resolution of tax audits and interpretations of tax regulations could necessitate future adjustments to provisions established, which would likely affect our income tax benefit (expense) and profit (loss).

Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

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Selected Historical Consolidated Financial Data The following summarizes our operating results for the years ended December 31, 2013, 2012 and 2011, on

an actual currency basis. Year Ended December 31,

2013 2012 2011 (in thousands) Statement of Comprehensive Income Data:

Revenue: Leasing and services revenue:

Modular space $ 1,105,959 $ 1,032,796 $ 1,006,900 Remote accommodations 231,722 21,921 —

Sales: New units 416,214 329,336 265,763 Rental units 44,766 63,286 80,919

Total revenue 1,798,661 1,447,339 1,353,582 Cost of revenues, excluding depreciation on rental equipment (906,614) (742,878) (682,557)Depreciation on rental equipment (242,042) (237,924) (223,391)Total cost of revenues (1,148,656) (980,802) (905,948)Gross profit 650,005 466,537 447,634 Selling, general and administrative expense (450,261) (382,417) (347,011)Other depreciation and amortization (62,792) (50,444) (41,331)Impairment losses on goodwill (27,271) (255,110) (275,717)Impairment losses on rental equipment and property, plant and

equipment (11,784) (53,473) (12,341)Restructuring costs (24,322) (9,016) (11,952)Other income (expense), net 15,783 (5,978) (1,775)Operating profit (loss) 89,358 (289,901) (242,493)Interest income 566 3,491 4,879 Interest expense (254,114) (255,701) (257,112)Currency gains (losses), net (23,959) 34,198 16,743 Other finance income (expense), net (3,102) 24,149 21,172 Gain on extinguishment of debt 9,424 15,903 — Net finance expense (271,185) (177,960) (214,318)Loss before income tax (181,827) (467,861) (456,811)Income tax benefit (expense) (17,772) (14,182) 2,751 Net loss (199,599) (482,043) (454,060)Other comprehensive loss, net of tax (63,871) (20,931) (23,084)Total comprehensive loss $ (263,470) $ (502,974) $ (477,144)

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Results of Operations The following summarized our operating results for the years ended December 31, 2013 and 2012, on a constant currency basis, and our operating results on an actual currency basis for the year ended December 31, 2013.

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

Constant Currency Basis Actual

Year Ended December 31, Year Ended December

31,

(in thousands) 2013 % of

Revenue 2012 % of

Revenue

2013 % of

Revenue

Revenue: Leasing and services: Modular space $1,109,801 61.1% $ 1,032,796 71.3% $ 1,105,959 61.5% Remote accommodations 237,580 13.1% 21,921 1.5% 231,722 12.9%

Sales: New units 423,232 23.3% 329,336 22.8% 416,214 23.1% Rental units 45,050 2.5% 63,286 4.4% 44,766 2.5%

Total revenue 1,815,663 100.0% 1,447,339 100.0% 1,798,661 100.0%Cost of revenues, excluding

depreciation on rental equipment (917,214) 50.5%

(742,878) 51.3%

(906,614) 50.4%Depreciation on rental

equipment (243,592) 13.4%

(237,924) 16.4%

(242,042) 13.5%Gross profit 654,857 36.1% 466,537 32.2% 650,005 36.1%Selling, general and

administrative expense (453,147) 25.0%

(382,417) 26.4%

(450,261) 25.0%Other depreciation and

amortization (63,240) 3.5%

(50,444) 3.5%

(62,792) 3.5%Impairment losses on

goodwill (29,921) 1.6%

(255,110) 17.6%

(27,271) 1.5%Impairment losses on rental

equipment and property, plant and equipment (11,862) 0.7%

(53,473) 3.7%

(11,784) 0.7%Restructuring costs (24,600) 1.4% (9,016) 0.6% (24,322) 1.4%Other income (expense), net 15,508 0.9% (5,978) 0.4% 15,783 0.9%Operating profit (loss) $ 87,595 4.8% $ (289,901) 20.0% $ 89,358 5.0%

Revenue: Total revenue, on a constant currency basis, increased $368.4 million, or 25.4%, to $1,815.7 million for the year ended December 31, 2013 from $1,447.3 million for the year ended December 31, 2012. This increase was primarily a result of significant increases in both the Asia Pacific and North American regions, primarily as a result of our October 2012 acquisition of Ausco and February 2013 acquisition of Target and the effects of lower revenue in the EMEA and Latin American regions. Total revenue, on an actual currency basis, increased $351.4 million, or 24.3%, to $1,798.7 million for the year ended December 31, 2013 from $1,447.3 million for the year ended December 31, 2012.

The North American region’s total revenue increased $151.0 million, on a constant currency basis, of

which $145.5 million related to the acquisitions of Target and Chard. Excluding the effects of the Target and Chard acquisitions, the North American region’s total revenue increased $5.5 million, or 1.2%, on a constant currency basis, primarily due to a $17.7 million increase in leasing revenue, offset, in part, by a $10.2 million decrease in used unit sales revenue and a $2.0 million decrease in new unit sales revenue. The $17.7 million increase in leasing revenue was primarily attributable to an increase in average rental rate from improved pricing and units on rent in Canada and Alaska from customers in the energy sector. The $10.2 million decrease in used unit’s revenue was

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driven by fewer favorable sale opportunities in the United States and Canada and a focus on the core leasing business. The $2.0 million decrease in the sales of new units was primarily driven by lower sale opportunities and fewer large projects in the United States.

The EMEA region’s total revenue decreased $63.1 million, or 7.7%, on a constant currency basis. That

reduction was primarily driven by a $55.6 million decrease in leasing revenue and a $10.5 million decrease in sale of used unit, offset, in part, by a $3.0 million increase in the sale of new units. The $55.6 million decrease in leasing revenue was primarily attributable to a reduction in units on rent and a decline in average rental rates in the United Kingdom and Iberia. France and Italy also experienced reductions in units on rent contributing to the decline in lease revenue. The $10.5 million decrease in used unit’s revenue was driven by the lower volume of used unit sales in the United Kingdom, France and Belgium. Revenue from sales of new units increased primarily due to an increase in project size and volume in the United Kingdom offset by lower new units sales in Belgium.

The Asia Pacific region’s total revenue increased $293.1 million, on a constant currency basis, as a result of

our acquisition of Ausco in October 2012. The Latin America region’s total revenue decreased $12.8 million, or 18.2%, on a constant currency basis.

The lower revenue was primarily driven by a $10.8 million decrease in the sale of new units, a $1.8 million decrease in leasing revenue and a $0.2 million decrease in the sale of used units. The $10.8 million decrease in the sale of new units is primarily due to lower sale opportunities in Brazil. The $1.8 million decrease in leasing revenue was primarily attributable to a decline in average rental rates and a decrease in delivery and installation services provided in Brazil.

Average units on rent at December 31, 2013 and December 31, 2012 were 226,743 and 237,882, respectively. That decrease was mainly due to decreases in units on rent in the United Kingdom and Iberia. Average utilization rate during 2013 was 74.2%, as compared to 75.0% during 2012. The decrease in average utilization rate was driven by lower utilization in the United Kingdom and Iberia. The average monthly rental rate increased to $260 from $254, mainly due to an improved average rental rate in Canada and the United States. Average remote accommodations on rent for the years ended December 31, 2013 and 2012 was 5,624 and 2,076, respectively. The increase in average remote accommodations on rent was due to the Target acquisition in 2013.

Gross Profit: Gross profit, on a constant currency basis, increased $188.4 million, or 40.4%, to $654.9

million for the year ended December 31, 2013 from $466.5 million for the year ended December 31, 2012. The increase was primarily a result of significant increases in both the Asia Pacific and North American regions, primarily as a result of our October 2012 acquisition of Ausco and February 2013 acquisition of Target, an increase in the EMEA region and declines in the Latin American region. Gross profit increased $183.5 million to $650.0 million for the year ended December 31, 2013 from $466.5 million for the year ended December 31, 2012.

The North America region’s gross profit increased $84.0 million, on a constant currency basis, of which

$65.1 million related to the acquisitions of Target and Chard. Excluding the effects of the Target and Chard acquisitions, the North American region’s gross profit increased $18.9 million, or 11.2%, as a result of lower costs and higher leasing margins in the United States and Canada where units on rent have increased from 2012.

The EMEA region’s gross profit increased $22.6 million, or 10.5%, on a constant currency basis, as a result

of lower rental equipment depreciation in the United Kingdom and Iberia due to fewer capital expenditures, which offset the poor performance in the United Kingdom and Iberia as discussed above.

The Asia Pacific region’s gross profit increased by $98.2 million, on a constant currency basis, due to our

acquisition of Ausco in October 2012.

The Latin American region’s gross profit decreased $16.6 million, or 43.0%, on a constant currency basis, primarily due to the decrease in the sale of new units and lower sale opportunities in Brazil.

SG&A: SG&A expense, on a constant currency basis, increased $70.7 million, or 18.5%, to $453.1 million

for the year ended December 31, 2013 compared to $382.4 million for the year ended December 31, 2012. $50.5 million of the increase is attributable to the acquisitions of Ausco, Target and Chard. We incurred $8.3 million in

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additional management incentive plan expense in 2013 than in 2012 due to the change in the fair value of the liability awards. Our legal and professional fees increased $6.3 million in 2013 over 2012. Bad debt expense also increased in 2013 compared to 2012 by $7.1 million.

Other Depreciation and Amortization: Other depreciation and amortization, on a constant currency basis,

increased $12.8 million, or 25.3% to $63.2 million for the year ended December 31, 2013 compared to $50.4 million for the year ended December 31, 2012 primarily as a result of the acquisitions of Ausco and Target which had an impact of $14.1 million in 2013, partially offset by lower property, plant and equipment depreciation in the current year compared to the prior year for other regions.

Impairment Losses on Goodwill: Impairment losses on goodwill, on an actual currency basis, decreased by

$227.8 million, or 89.3%, to $27.3 million for the year ended December 31, 2013 from $255.1 million for the year ended December 31, 2012. In 2013, the impairment loss on goodwill was a result of a decline in operating results and a reevaluation of future growth in Brazil, which generated an impairment of $27.3 million. In 2012, the impairment losses on goodwill was a result of continued lower than expected operating results in the United States and the United Kingdom, which generated an impairment of $169.4 million and $83.8 million, respectively. In addition, we recorded a $1.9 million impairment loss on goodwill in Eastern and Northern Europe due to economic and market conditions in the region.

Impairment Losses on Rental Equipment and Property, Plant and Equipment: Impairment losses on

rental equipment and property, plant and equipment, on a constant currency basis, decreased $41.6 million, or 77.8%, to $11.9 million for the year ended December 31, 2013 compared to $53.5 million for the year ended December 31, 2012. The decrease was primarily driven by $41.6 million of impairment expense recognized for Iberia’s rental equipment units and other property, plant and equipment in 2012. During 2012, our Iberia long-lived asset group experienced a significant decrease in the utilization of its rental equipment as a result of the continued poor economic environment of the region. As a result, we performed an evaluation of the recoverability of the Iberia long-lived asset group compared to its estimated recoverable amount. The value of the Iberia long-lived asset group was $41.6 million less than the recoverable amount. Accordingly, we recorded impairment losses of $41.6 million on certain assets in rental equipment and property, plant and equipment.

Restructuring Costs: Restructuring costs, on a constant currency basis, increased $15.6 million, or 172.9%,

to $24.6 million for the year ended December 31, 2013 compared to $9.0 million for the year ended December 31, 2012 due to restructuring plans in Spain, the United Kingdom and Brazil to streamline operations and reduce costs.

Other Income (Expense), Net: Other income (expense), net, on a constant currency basis, decreased

$21.5 million to $15.5 million of other income for the year ended December 31, 2013 compared to $6.0 million of other expense for the year ended December 31, 2012. The increase in other income (expense), net for the year ended December 31, 2013 includes $15.1 million of income associated with the change in the fair value of the contingent liability of the Target Earnout.

Net Finance Income (Expense): Net finance expense, on an actual currency basis, increased $93.2 million,

or 52.4%, to $271.2 million for the year ended December 31, 2013 compared to $178.0 million for the year ended December 31, 2012.

Interest income decreased $2.9 million, or 83.8% to $0.6 million for the year ended December 31, 2013

from $3.5 million for the year ended December 31, 2012 and was attributable to lower interest received on bank deposits.

Interest expense decreased $1.6 million, or 0.6% to $254.1 million for year ended December 31, 2013 from

$255.7 million for the year ended December 31, 2012. As part of the 2012 Refinancing, we issued secured and unsecured bonds that bear interest at fixed rates. See Note 18 to our 2013 consolidated financial statements for additional information regarding the refinancing and our loans and borrowings.

Currency gains (losses), net decreased by $58.2 million, or 170.1%, to a $24.0 million loss for the year

ended December 31, 2013 from a $34.2 million gain for the year ended December 31, 2012. The decrease in currency gains was primarily attributable to the impact of foreign currency exchange rate changes on loans and

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borrowings and intercompany receivables and payables denominated in a currency other than the subsidiaries’ functional currency. In addition, subsidiaries have changed their functional currency from euros to US dollars, which have led to additional foreign currency exposures in 2013.

Other finance income, net decreased $27.2 million, or 112.8%, to an expense of $3.1 million for the year

ended December 31, 2013 from income of $24.1 million for the year ended December 31, 2012 and was primarily attributable to the change in the fair value of interest rate swap derivatives prior to being terminated as part of the 2012 Refinancing.

Gain on extinguishment of debt decreased $6.5 million, or 40.7%, to $9.4 million for the year ended December 31, 2013 from $15.9 million for the year ended December 31, 2012. The gain on extinguishment of debt of $9.4 million in 2013 related to a contingent liability owed to a former debt holder which was settled in the second quarter of 2013 by providing $10 million of AS PIK notes to the former debt holder. The gain on extinguishment of debt in 2012 of $15.9 million was related to the exchange of debt for equity resulting in a gain of $66.2 million, partially offset, by $42.4 million of financing expenses for the 2012 Refinancing attributable to lenders who participated in the Senior Facilities Agreement and Mezzanine Facilities Agreement and who continue to be lenders under the new agreements and a $7.9 million write off of unamortized deferred financing fees.

Income Tax Benefit (Expense): Income tax expense increased $3.6 million to $17.8 million for the year

ended December 31, 2013 compared to $14.2 million for the year ended December 31, 2012. This increase was principally due to the decrease in operating loss including the inclusion of Target in our results of operations, legislation enacted at year-end in France which resulted in the disallowance of certain deductions, the write off of deferred tax assets previously recorded for Brazil and the decision not to record tax benefits related to Brazil’s operating losses, and by the 2012 tax benefit recorded upon the favorable settlement of an tax examination, offset by the write off in 2012 of deferred tax assets previously recorded in France as a result of legislation generally limiting the ability to utilize tax loss carryovers to 50% of taxable income, the non-deductible goodwill impairment in 2012, and taxes recognized in 2012 in connection with the 2012 Refinancing.

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Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011 The following summarized our operating results for the years ended December 31, 2012 and 2011, on a

constant currency basis, and our operating results on an actual currency basis for the year ended December 31, 2012.

Constant Currency Basis Actual

Year Ended December 31, Year Ended December

31,

(in thousands) 2012 % of

Revenue 2011 % of

Revenue

2012 % of

Revenue

Revenue: Leasing and services: Modular space $1,074,237 71.7% $ 1,006,900 74.4% $ 1,032,796 71.3% Remote accommodations 21,401 1.4% — 0.0% 21,921 1.5%

Sales: New units 338,120 22.6% 265,763 19.6% 329,336 22.8% Rental units 64,719 4.3% 80,919 6.0% 63,286 4.4%

Total revenue 1,498,477 100.0% 1,353,582 100.0% 1,447,339 100.0%Cost of revenues, excluding

depreciation on rental equipment (765,173) 51.1%

(682,557) 50.4%

(742,878) 51.3%Depreciation on rental

equipment (245,680) 16.4%

(223,391) 16.5%

(237,924) 16.4%Gross profit 487,624 32.5% 447,634 33.1% 466,537 32.2%Selling, general and

administrative expense (397,051) 26.5%

(347,011) 25.6%

(382,417) 26.4%Other depreciation and

amortization (51,912) 3.5%

(41,331) 3.1%

(50,444) 3.5%Impairment losses on goodwill (253,219) 16.9% (275,717) 20.4% (255,110) 17.6%Impairment losses on rental

equipment and property, plant and equipment (54,230) 3.6%

(12,341) 0.9%

(53,473) 3.7%Restructuring costs (9,170) 0.6% (11,952) 0.9% (9,016) 0.6%Other expense, net (5,711) 0.4% (1,775) 0.1% (5,978) 0.4%Operating loss $ (283,669) 18.9% $ (242,493) 17.9% $ (289,901) 20.0%

Revenue: Total revenue, on a constant currency basis, increased $144.9 million, or 10.7%, to $1,498.5 million for the year ended December 31, 2012 from $1,353.6 million for the year ended December 31, 2011. This increase was primarily a result of significant increases in both the Asia Pacific and Latin American regions, primarily as a result of our October 2012 acquisition of Ausco and January 2012 acquisition of Eurobras, an increase in the EMEA region and a decline in the North American region. Total revenue, on an actual currency basis, increased $93.7 million to $1,447.3 million for the year ended December 31, 2012 from $1,353.6 million for the year ended December 31, 2011.

The North American region’s total revenue decreased $17.7 million, or 3.7%, on a constant currency basis. That decrease was primarily attributable to a $13.6 million decrease in the new unit sales revenue and a $12.6 million decrease in the used unit sales revenue, offset, in part, by a $8.4 million increase in leasing revenue. The $13.6 million decrease in the sales of new units was primarily driven by lower new sale opportunities and fewer large projects in the United States. The $12.6 million decrease in used unit’s revenue was driven by fewer favorable sale opportunities in the United States and Canada and a focus on the core leasing business. The $8.4 million increase in leasing revenue was primarily attributable to an increase in average rental rate and units on rent in Canada’s workforce camps.

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The EMEA region’s total revenue increased $8.2 million, or 1.0%, on a constant currency basis. That increase was primarily driven by a $26.1 million increase in new unit sales offset, in part, by a $13.7 million decrease in leasing revenue and a $4.2 million decrease in used sale revenue. Revenue from sales of new units increased primarily due to an increase in project size and volume in the United Kingdom and Central Europe. The $13.7 million decline in leasing revenue was primarily attributable to a reduction in units on rent in the United Kingdom and Iberia. The $4.2 million decrease in used unit’s revenue was driven by lower used unit sales in the United Kingdom.

The Asia Pacific region’s total revenue increased $97.7 million, on a constant currency basis, which was

attributable to our acquisition of Ausco in October 2012. The Latin American region’s total revenue increased $56.7 million or 290.6%, on a constant currency basis,

which was primarily attributable to an increase in leasing revenue of $38.3 million and an increase in new unit sales of $18.4 million. The increase in leasing revenue and new unit sales was primarily due to our acquisition of Eurobras in Brazil which was completed in early 2012.

Average units on rent were 237,882 and 232,850 at December 31, 2012 and December 31, 2011, respectively. The increase in units on rent was primarily due to the acquisitions of Ausco and Eurobras, partially offset by decreases in units on rent in the United Kingdom and Iberia. Average utilization rate during 2012 was 75.0%, as compared to 77.1% during 2011. The decrease in average utilization rate was driven by decreased utilization in the United Kingdom and Iberia. The average monthly rental rate increased to $254 from $235 due to an improved average rental rate in Canada as well as the acquisition of Ausco which has a higher average rental rate.

Gross Profit: Gross profit, on a constant currency basis, increased $40.0 million, or 8.9%, to $487.6 million

for the year ended December 31, 2012 from $447.6 million for the year ended December 31, 2011. The increase was primarily a result of significant increases in both the Asia Pacific and Latin American regions, primarily as a result of our October 2012 acquisition of Ausco and January 2012 acquisition of Eurobras, partially offset by a decrease in the North American and EMEA regions. Gross profit, on an actual currency basis, increased $18.9 million to $466.5 million for the year ended December 31, 2012 from $447.6 million for the year ended December 31, 2011.

The North American region’s gross profit decreased $0.3 million, or 0.2%, on a constant currency basis, as

a result of lower leasing margins attributable to the revenue decline discussed above, partially offset by lower rental equipment depreciation for the year ended December 31, 2012 compared to the year ended December 31, 2011.

The EMEA region’s gross profit decreased $38.6 million, or 14.2%, on a constant currency basis, as a

result of higher costs and lower leasing margins in Iberia and the United Kingdom where units on rent decreased from 2011. Rental equipment depreciation increased due to certain acquisitions as well as EMEA’s increased investment in capital expenditures.

The Asia Pacific region’s gross profit increased $43.7 million, on a constant currency basis was attributable

to our acquisition of Ausco in October 2012. The Latin American region’s gross profit increased $34.2 million, on a constant currency basis, primarily

as a result of our acquisition of Eurobras in Brazil, completed in early 2012. SG&A: SG&A expense, on a constant currency basis, increased $50.1 million, or 14.4%, to $397.1 million

for the year ended December 31, 2012 compared to $347.0 million for the year ended December 31, 2011. $35.3 million of the increase is attributable to the acquisitions of Ausco and Eurobras. We incurred $7.9 million in additional management incentive plan expense in 2012 than in 2011 due to the change in the fair value of the liability awards.

Other Depreciation and Amortization: Other depreciation and amortization, on a constant currency basis,

increased $10.6 million, or 25.6% to $51.9 million for the year ended December 31, 2012 compared to $41.3 million for the year ended December 31, 2011 primarily as a result of the acquisition of Ausco and Eurobras which had an

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impact of $11.3 million in 2012, partially offset by lower property, plant and equipment depreciation in 2012 as compared to the prior year.

Impairment Losses on Goodwill: Impairment losses on goodwill, on an actual currency basis, decreased by

$20.6 million, or 7.5%, to $255.1 million for the year ended December 31, 2012 from $275.7 million for the year ended December 31, 2011. The impairment losses on goodwill was a result of continued lower than expected operating results in the United States and the United Kingdom, which generated an impairment of $169.4 million and $83.8 million, respectively. In addition, we recorded a $1.9 million impairment loss on goodwill in Eastern and Northern Europe due to economic and market conditions in the region. In 2011, we recorded impairment losses on goodwill in the United States ($185.0 million), United Kingdom ($71.0 million), Iberia ($17.7 million) and Eastern and Northern Europe ($2.0 million) due to economic and market conditions in each country or region.

Impairment Losses on Rental Equipment and Property, Plant and Equipment: Impairment losses on

rental equipment and property, plant and equipment, on a constant currency basis, increased $41.9 million, or 339.5%, to $54.2 million for the year ended December 31, 2012 compared to $12.3 million for the year ended December 31, 2011. The decrease was primarily driven by $41.6 million of impairment expense recognized on Iberia’s rental equipment units and other property, plant and equipment in 2012. During 2012, our Iberia long-lived asset group experienced a significant decrease in the utilization of its rental equipment as a result of the continued poor economic environment of the region. As a result, we performed an evaluation of the recoverability of the Iberia long-lived asset group compared to its estimated recoverable amount. The value of the Iberia long-lived asset group was $41.6 million less than the recoverable amount. Accordingly, we recorded impairment losses of $41.6 million on certain assets in rental equipment and property, plant and equipment.

Restructuring Costs: Restructuring costs, on a constant currency basis, decreased $2.8 million, or 23.3%,

to $9.2 million for the year ended December 31, 2012 compared to $12.0 million for the year ended December 31, 2011 due to the winding down of significant restructuring plans that were implemented in 2011 to streamline operations and reduce costs in EMEA.

Other Expense, Net: Other expense, on a constant currency basis, increased $3.9 million, or 221.4%, to

$5.7 million for the year ended December 31, 2012 compared to $1.8 million for the year ended December 31, 2011. The increase was primarily driven by an increase in other expenses in the United Kingdom.

Net Finance Income (Expense): Net finance expense, on an actual currency basis, decreased $36.3

million, or 17.0%, to $178.0 million for the year ended December 31, 2012 compared to $214.3 million for the year ended December 31, 2011.

Interest income decreased $1.4 million, or 28.4% to $3.5 million for the year ended December 31, 2012

from $4.9 million for the year ended December 31, 2011 and was attributable to lower interest received on bank deposits.

Interest expense decreased $1.4 million, or 0.5%, to $255.7 million for the year ended December 31, 2012

compared to $257.1 million for the year ended December 31, 2011, which was driven by increases in EURIBOR and LIBOR rates on our loans and borrowings and from an increase in loans and borrowings due to interest that has been added to principal on our loans and borrowings prior to the 2012 Refinancing. As part of the 2012 Refinancing, we issued secured and unsecured bonds that bear interest at fixed rates. See Note 18 to our 2013 consolidated financial statements for additional information regarding the refinancing.

Currency gains (losses), net increased by $17.5 million, or 104.3%, to $34.2 million for the year ended

December 31, 2012 from $16.7 million for the year ended December 31, 2011. The increase in currency gains was primarily attributable to the impact of foreign currency exchange rate changes on loans and borrowings and intercompany receivables and payables denominated in a currency other than the subsidiaries’ functional currency.

Other finance income increased $2.9 million, or 14.1%, to $24.1 million for the year ended December 31,

2012 from $21.2 million for the year ended December 31, 2011 and was attributable to the change in the fair value of interest rate swap derivatives prior to being terminated as part of the 2012 Refinancing.

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Gain on extinguishment of debt increased $15.9 million for the year ended December 31, 2012 due to the 2012 Refinancing. The gain on extinguishment of debt of $15.9 million which is related to the exchange of debt for equity resulting in a gain of $66.2 million, partially offset, by $42.4 million of financing expenses associated with the 2012 Refinancing attributable to lenders who participated in the Senior Facilities Agreement and Mezzanine Facilities Agreement and are also lenders under the new agreements and a $7.9 million write off of unamortized deferred financing fees from prior debt.

Income Tax Benefit (Expense): Income tax expense increased $16.9 million to an expense of $14.2

million for the year ended December 31, 2012 from a benefit of $2.7 million for the year ended December 31, 2011. This increase was primarily a result of the statutory change in the ability to offset deferred tax liabilities with net operating losses in France, and the inclusion of Eurobras and Ausco in our results of operations. This increase was offset by the reversal of an uncertain tax position reserve and recording of deferred tax assets not previously allowed as a result of the settlement of audits for tax periods.

Liquidity and Capital Resources

Our principal sources of liquidity are our existing cash and cash equivalents, cash generated from operations and borrowings under our ABL Revolver. Our principal uses of cash will be to fund capital expenditures, provide working capital, meet debt service requirements and finance our strategic plans, including possible acquisitions. We may also seek to finance our capital expenditures under purchase money, capital leases or other debt arrangements that provide liquidity or favorable borrowing terms. Based on our current level of operations and available cash, we believe our cash flows from operations, together with availability under our ABL Revolver, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, debt service requirements and capital spending requirements for the foreseeable future. Cash Provided by (Used in) Operating Activities

Cash used in operating activities for the year ended December 31, 2013 was $55.2 million as compared to cash provided by operating activities for the year ended December 31, 2012 of $12.4 million, which is a decrease in cash provided by operating activities of $67.6 million. This decrease was primarily a result of an increase of $129.3 million in cash interest paid, an increase in rental equipment purchases of $31.4 million, a reduction in cash received from the sale of rental equipment of $18.5 million and an increase in income taxes paid of $6.0 million. These decreases were partially offset by a decrease in net loss adjusted for non-cash items for the year ended December 31, 2013 compared to December 31, 2012 of $111.1 million and an increase in cash provided by working capital of $6.8 million.

Cash provided by operating activities for the year ended December 31, 2012 was $12.4 million as

compared to cash used in operating activities for the year ended December 31, 2011 of $35.1 million, which is an increase in cash provided by operating activities of $47.5 million. The increase was primarily a result of an increase in cash provided by working capital of $66.4 million and a $41.2 million decrease in interest paid, partially offset by, an increase in rental equipment purchases of $21.5 million, a decrease in cash received from the sale of rental equipment of $17.6 million and an increase in income taxes paid of $8.5 million. Cash Used in Investing Activities

Cash used in investing activities for the year ended December 31, 2013 totaled $113.3 million as compared to $53.6 million for the year ended December 31, 2012, an increase of $59.7 million. The increase in cash used in investing activities for the year ended December 31, 2013 was principally the result of $94.6 million of cash used for the Target and Chard acquisitions as compared to $33.2 million of cash used for the Eurobras acquisition in 2012.

Cash used in investing activities for the year ended December 31, 2012 was $53.6 million as compared to

$140.6 million for the year ended December 31, 2012, a decrease of $87.0 million. That decrease for the year ended December 31, 2012 was the result of lower cash used for acquisitions in 2012 compared to 2011.

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Cash Flows Provided by Financing Activities

Cash provided by financing activities for the year ended December 31, 2013 totaled $122.5 million as compared to $30.2 million for the year ended December 31, 2012, an increase of $92.3 million. The increase was due to $82.8 million less in financing costs paid in 2013 compared to 2012, an increase in net borrowings in 2013 of $5.2 million and $4.2 million less in the finance lease repayments.

Cash provided by financing activities for the year ended December 31, 2012 was $30.2 million compared

to cash used in financing activities of $27.9 million, an increase of $58.1 million. The increase was driven by net proceeds from the 2012 Refinancing and subsequent borrowings on the ABL Revolver in the amount of $123.8 million, partially offset by, and $88.8 million paid in transaction costs associated with the 2012 Refinancing.

Capital Expenditures

We incurred capital expenditures for the purchase of rental equipment of $259.2 million during the year ended December 31, 2013. During the year ended December 31, 2012, we had rental equipment capital expenditures of $227.8 million. The increase is attributable to a $55.3 million increase in capital expenditures associated with the acquired Ausco and Target operations, partially offset by a focus on disciplined capital expenditures in other regions which resulted in a decline in capital expenditures of $23.9 million. During the year ended December 31, 2011, we had rental equipment capital expenditures of $206.3 million. The $21.5 million increase for the year ended December 31, 2012 compared to December 31, 2011 was attributable to the $21.0 million of capital expenditures incurred by Ausco following our acquisition of them.

Contractual Obligations

The following table presents information relating to our contractual obligations and commercial commitments as of December 31, 2013 (in thousands):

Less than

Between 1 and 5

More than

Total 1 year years 5 years Long-term indebtedness, including current portion and

interest (a) $ 4,333,187 $ 208,809 $ 3,319,312

$ 805,066Contingent consideration (b) 6,567 – 6,567 –Joint venture obligation (c) 14,054 2,521 11,533 –Capital lease obligations 15,939 8,432 6,057 1,450Operating lease obligations 287,286 52,156 132,245 102,885 $ 4,657,033 $ 271,918 $ 3,475,714 $ 909,401

(a) As more fully disclosed in Note 18 of our consolidated financial statements, long-term indebtedness

includes borrowings and interest under our senior secured and unsecured notes and our ABL Revolver. (b) As more fully disclosed in Note 5 of our consolidated financial statements, we have entered into an

agreement that requires us to make additional payments to the former owners of Target dependent upon the future earnings of Target.

(c) As more fully disclosed in Note 25 of our consolidated financial statements, we have entered into an agreement that will require us to make contributions to acquire an equity interest in a joint venture. The total amount of committed capital contributions to the joint venture are RMB 85.3 million (approximately $14.1 million) which we expect to fund during 2014 through 2017.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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Seasonality

Although demand from certain of our customers is seasonal, our operations, as a whole, are not impacted in any material respect by seasonality.

Impact of Inflation

We believe that inflation has not had a material effect on our results of operations.

Recently Issued Accounting Standards

The following are the accounting standards we adopted in 2013:

IAS 1 Financial Statement Presentation: Presentation of Items of Other Comprehensive Income

The amendments to IAS 1 change the grouping of items presented in other comprehensive income. Items that could be reclassified / (or ‘recycled’) to profit or loss at a future point in time (for example, upon derecognition or settlement) would be presented separately from items that will never be reclassified. The pronouncement affects presentation only and did not have any impact on the financial position or results of operations.

IAS 19 Employee Benefits (Amendment)

The IASB has issued numerous amendments to IAS 19. These range from fundamental changes such as removing the corridor mechanism and the concept of expected returns on plan assets to simple clarifications and re-wording. In the first quarter of 2013, we retrospectively applied the amendments to IAS 19 and recorded an increase in employee benefit liability of $732 and a corresponding decrease in accumulated deficit of $732 as of January 1, 2012.

IFRS 7 Financial Instruments: Disclosures – Enhanced Derecognition Disclosure Requirements

The amendment to IFRS 7 requires an entity to disclosure information about rights of set-off and related arrangements, which allows users of the consolidated financial statements to evaluate the effect of netting arrangements on an entity’s financial position. The adoption of this standard did not have an impact on our financial position or results of operations.

IFRS 10 Consolidated Financial Statements

IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements. It also includes the issues raised in SIC-12 Consolidation – Special Purpose Entities. IFRS 10 establishes a single control model that applies to all entities including special purpose entities. The changes introduced by IFRS 10 requires management to exercise significant judgment to determine which entities are controlled, and therefore, are required to be consolidated by a parent, compared with the requirements that were in IAS 27. The adoption of this standard did not have any impact on our financial position or results of operations.

IFRS 11 Joint Arrangements

IFRS 11 replaces IAS 31 Interests in Joint Ventures to include only two categories of joint arrangements (joint operation and joint venture) in which the legal form of the joint arrangement must be considered and whether a separate vehicle exists. The adoption of this standard did not have any impact on our financial position or results of operations.

20

IFRS 12 Disclosure of Interest in Other Entities

IFRS 12 includes all of the disclosures that were previously in IAS 27 related to consolidated financial statements, as well as all of the disclosures that were previously included in IAS 31 and IAS 28. These disclosures relate to an entity’s interests in subsidiaries, joint arrangements, associates and structured entities. The adoption of this standard did not have any impact on our financial position or results of operations.

IFRS 13 Fair Value Measurement

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. As a result of the guidance in IFRS 13, we reassessed our policies surrounding the measurement of fair value, but the adoption did not have a material impact on fair value measurements other than the inclusion of fair value information disclosures for financial instruments as set out in Note 24 of our consolidated financial statements.

Qualitative and Quantitative Disclosure about Market Risk

As part of the 2012 Refinancing our existing interest rate swap agreements were repaid and terminated. Our primary ongoing market risks relate to foreign currency exchange rates and changes in interest rates.

Foreign Currency Risk

We are primarily exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of our subsidiaries, the euro, the British pound sterling, the U.S. dollar, the Canadian dollar, the Brazilian real and the Australian dollar. Our exposure to currency risk changed substantially with the 2012 Refinancing as a result of a change in the currency of the majority of our loans and borrowings.

Interest Rate Risk

Borrowings under our ABL Revolver are variable rate debt. Interest rate changes generally impact the amount of our interest payments and, therefore, our future earnings and cash flows, assuming other factors are held constant. An increase in interest rates by 100 basis points on our variable rate debt would increase annual interest expense by approximately $9.0 million.

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S

Algeco Scotsman Global S.à r.l.Years Ended December 31, 2013, 2012 and 2011With Report of Independent Auditors

Algeco Scotsman Global S.à r.l.

Table of Contents

Consolidated statements of comprehensive income ..................................................................... 3Consolidated statements of financial position .............................................................................. 4Consolidated statements of changes in equity .............................................................................. 5Consolidated statements of cash flows......................................................................................... 61. Reporting entity....................................................................................................................... 72. Basis of preparation and consolidation .................................................................................... 73. Significant accounting policies ................................................................................................ 84. Significant accounting judgments, estimates and assumptions ............................................... 215. Acquisitions .......................................................................................................................... 246. Revenue ................................................................................................................................ 307. Personnel expenses and employee benefits ............................................................................ 318. Other income (expense), net .................................................................................................. 329. Finance income and expense ................................................................................................. 3210. Income taxes ....................................................................................................................... 3311. Rental equipment ................................................................................................................ 3712. Other property, plant and equipment .................................................................................... 3913. Intangible assets .................................................................................................................. 4014. Financial assets and liabilities .............................................................................................. 4515. Inventories .......................................................................................................................... 4616. Prepaid expenses and other current assets ............................................................................ 4617. Construction contracts ......................................................................................................... 4718. Loans and borrowings ......................................................................................................... 4819. Provisions ........................................................................................................................... 5220. Trade, other payables and accrued expenses ........................................................................ 5421. Deferred revenue and customer deposits .............................................................................. 5422. Capital and reserves............................................................................................................. 5423. Share-based payments ......................................................................................................... 5524. Financial instruments .......................................................................................................... 5925. Commitments and contingencies ......................................................................................... 6626. Related parties ..................................................................................................................... 6827. Group entities ...................................................................................................................... 69Report of Independent Auditors ................................................................................................ 71

3

Algeco Scotsman Global S.à r.l.Consolidated statements of comprehensive income

(amounts in thousands, unless stated otherwise)

Year ended December 31,2013 2012 2011

RevenuesLeasing and services revenue:

Modular space $ 1,105,959 $ 1,032,796 $ 1,006,900Remote accommodations 231,722 21,921 –

Sales:New units 416,214 329,336 265,763Rental units 44,766 63,286 80,919

Total revenues 1,798,661 1,447,339 1,353,582

Cost of revenuesCost of revenues, excluding depreciation

on rental equipment (906,614) (742,878) (682,557)Depreciation on rental equipment (242,042) (237,924) (223,391)

Total cost of revenues (1,148,656) (980,802) (905,948)Gross profit 650,005 466,537 447,634

Selling, general and administrative expense (450,261) (382,417) (347,011)Other depreciation and amortization (62,792) (50,444) (41,331)Impairment losses on goodwill (27,271) (255,110) (275,717)Impairment losses on rental equipment and property,

plant and equipment (11,784) (53,473) (12,341)Restructuring costs (24,322) (9,016) (11,952)Other income (expense), net 15,783 (5,978) (1,775)

Operating profit (loss) 89,358 (289,901) (242,493)

Net finance income (expense)Interest income 566 3,491 4,879Interest expense (254,114) (255,701) (257,112)Currency gains (losses), net (23,959) 34,198 16,743Other finance income (expense), net (3,102) 24,149 21,172Gain on extinguishment of debt 9,424 15,903 –

Net finance expense (271,185) (177,960) (214,318)

Loss before income tax (181,827) (467,861) (456,811)

Income tax benefit (expense) (17,772) (14,182) 2,751

Net loss (199,599) (482,043) (454,060)

Other comprehensive income (loss)

Foreign currency translation (62,790) (18,733) (24,626)Defined benefit plan actuarial gain (loss) (1,081) (2,198) 1,542

Other comprehensive loss, net of tax (63,871) (20,931) (23,084)Total comprehensive loss $ (263,470) $ (502,974) $ (477,144)

See the accompanying notes which are an integral part of these consolidated financial statements.

4

Algeco Scotsman Global S.à r.l.Consolidated statements of financial position(amounts in thousands, unless stated otherwise)

December 31,2013 2012

AssetsCurrent assets

Cash and cash equivalents $ 60,111 $ 104,037Trade receivables, net 373,945 398,456Inventories 51,345 68,740Short-term financial assets 7,910 –Prepaid expenses and other current assets 44,648 49,666

Total current assets 537,959 620,899

Non-current assetsRental equipment, net 2,015,608 1,912,682Other property, plant and equipment, net 221,225 227,592Goodwill 993,463 945,173Intangible assets, net 304,374 288,289Long-term financial assets 20,042 31,113Other non-current assets 5,125 6,047

Total non-current assets 3,559,837 3,410,896

Total assets $ 4,097,796 $ 4,031,795Liabilities

Current liabilitiesTrade payables and accrued expenses 295,774 304,490Deferred revenue and customer deposits 65,408 44,357Provisions 20,421 20,181Loans and borrowings 9,702 5,254Short-term financial liabilities 10,400 8,731Current tax liabilities 6,746 12,555Accrued interest 48,209 50,501

Total current liabilities 456,660 446,069

Non-current liabilitiesDeferred revenue and customer deposits 5,715 –Provisions 35,632 40,213Loans and borrowings 3,111,623 2,905,942Employee benefits 67,691 41,253Deferred tax liabilities 220,068 218,393

Total non-current liabilities 3,440,729 3,205,801

Total liabilities 3,897,389 3,651,870Equity

Share capital 737,831 815,468Share premium 1,588,345 1,427,100Non-controlling interests 1,747 1,582Accumulated other comprehensive gain 3,847 67,539Accumulated deficit (2,131,363) (1,931,764)

Total equity 200,407 379,925

Total liabilities and equity $ 4,097,796 $ 4,031,795

See the accompanying notes which are an integral part of these consolidated financial statements.

5

Algeco Scotsman Global S.à r.l.Consolidated statements of changes in equity(amounts in thousands, unless stated otherwise)

Sharecapital

Sharepremium

Actuarialgains / (losses)

Foreigncurrency

translation Legal

Non-controlling

interestsAccumulated

deficitTotal

equity (deficit)

Balance at January 1, 2011 $ 657,711 $ 408,579 $ (1,730) $ 138,685 $ 2 $ – $ (1,276,096) $ (72,849)Net loss – – – – – – (454,060) (454,060)Other comprehensive income (loss) – – 1,542 (24,626) – – – (23,084)

Total comprehensive loss (477,144)Adoption of amendments to IAS

19R – – – – – – (732) (732)Balance at December 31, 2011 657,711 408,579 (188) 114,059 2 – (1,730,888) (550,725)Net loss – – – – – – (482,043) (482,043)Other comprehensive loss – – (2,198) (18,733) – – – (20,931)

Total comprehensive loss (502,974)Issue of ordinary shares 157,757 403,548 – – – – – 561,305Acquisition of entities under

common control – 615,849 – (25,403) – 1,582 281,167 873,195Other transactions with Parent – (876) – – – – – (876)Balance at December 31, 2012 815,468 1,427,100 (2,386) 69,923 2 1,582 (1,931,764) 379,925Net loss – – – – – – (199,599) (199,599)Other comprehensive loss – – (1,081) (62,611) – (179) – (63,871)

Total comprehensive loss (263,470)Capital contribution – 92,836 – – – – – 92,836Re-denomination of share capital (77,637) 77,637 – – – – – –Share based payment – – – – – 344 – 344Other transactions with Parent – (9,228) – – – – – (9,228)Balance at December 31, 2013 $ 737,831 $ 1,588,345 $ (3,467) $ 7,312 $ 2 $ 1,747 $ (2,131,363) $ 200,407

See the accompanying notes which are an integral part of these consolidated financial statements.

6

Algeco Scotsman Global S.à r.l.Consolidated statements of cash flows

(amounts in thousands, unless stated otherwise)Year ended December 31,

2013 2012 2011Cash flows from operating activitiesNet loss $ (199,599) $ (482,043) $ (454,060)Adjustments for:

Depreciation 264,273 260,415 245,756Amortization of intangible assets 40,561 27,953 18,966Impairment losses on rental equipment and property,

plant and equipment 11,784 53,473 12,341Impairment losses on goodwill 27,271 255,110 275,717Purchase of rental equipment (259,212) (227,800) (206,337)Proceeds from sale of rental equipment 44,766 63,286 80,919Gain on disposal of rental equipment (18,258) (19,856) (11,362)(Gain) loss on disposal of property, plant and equipment (559) 997 1,863Reduction in earnout agreement liability (15,091) – –Net finance expense 271,185 177,960 214,318Income tax expense (benefit) 17,772 14,182 (2,751)

Changes in working capital (net of businesses acquired):Trade and other receivables 38,545 54,358 (59,415)Inventories 18,511 4,666 (17,827)Financial assets (2,481) (4,898) (1,343)Prepaid expenses and other current assets 7,174 24,690 5,801Trade payables and accrued expenses (41,409) (53,466) 51,558Deferred revenue and customer deposits (1,932) 2,768 (10,104)Employee benefits and provisions 25,775 9,259 2,334

Cash provided by operating activities 229,076 161,054 146,374Interest paid (247,819) (118,537) (159,703)Interest received 360 708 463Income tax paid (36,822) (30,791) (22,273)

Net cash provided by (used in) operating activities (55,205) 12,434 (35,139)

Cash flows from investing activitiesProceeds from the sale of property, plant and equipment 7,690 2,359 3,152Acquisition of businesses, net of cash acquired (94,600) (33,178) (121,835)Acquisition of property, plant and equipment and other

intangible assets (26,411) (22,798) (21,909)Net cash used in investing activities (113,321) (53,617) (140,592)

Cash flows from financing activitiesReceipts from borrowings 868,392 3,284,462 36Payment of transaction costs (5,930) (88,777) –Repayment of borrowings (739,375) (3,160,676) (20,335)Payment of finance lease liabilities (621) (4,778) (7,590)

Net cash provided by (used in) financing activities 122,466 30,231 (27,889)

Net decrease in cash and cash equivalents (46,060) (10,952) (203,620)Cash and cash equivalents at beginning of year 99,329 112,854 342,696Effect of exchange rate fluctuations on cash held 375 (2,573) (26,222)

Cash and cash equivalents at end of year $ 53,644 $ 99,329 $ 112,854

Cash and cash equivalents, consolidated statements offinancial position $ 60,111 $ 104,037 $ 119,239

Bank overdrafts (6,467) (4,708) (6,385)Cash and cash equivalents, consolidated statements of cash

flows $ 53,644 $ 99,329 $ 112,854

See the accompanying notes which are an integral part of these consolidated financial statements.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

7

1. Reporting entity

Algeco Scotsman Global S.à r.l. (further referred to as the “Company” or together with its subsidiaries(the “Group”) is a limited liability company (société à responsabilité limitée) incorporated under the lawsof Luxembourg on July 6, 2007 under the name Ristretto Group S.à r.l. The Company changed its namein July 2012 to conform with the worldwide branding used by the Group’s operating subsidiaries. Themain activity of the Company is to carry out all transactions pertaining directly or indirectly to theacquisition of participating interests as well as the financing of subsidiary companies. The Group, throughits operating subsidiaries, engages in the leasing and sale of mobile offices, modular buildings and storageproducts and their delivery and installation throughout Europe, North America, South America and AsiaPacific. The Group also provides full-service remote workforce accommodation solutions.

The registered office of the Company is at 20, rue Eugène Ruppert, L-2453 Luxembourg.

The Group carries out its business activities principally trading under the names Williams Scotsman andTarget Logistics in North America, Algeco in Europe, Elliott in the United Kingdom (“UK”), Eurobras inBrazil, Ausco in Australia and Portacom in New Zealand. The Group’s ultimate parent isAlgeco/Scotsman Holding S.à r.l. (“Holdings”), a limited liability company (société à responsabilitélimitée) incorporated under the laws of Luxembourg, that is principally owned by a group of investmentfunds managed by TDR Capital LLP (“TDR”), CMI Luxembourg S.à r.l. (“CMI”) and certain former andcurrent lenders.

2. Basis of preparation and consolidation

a) Statement of compliance

The consolidated financial statements have been prepared in accordance with International FinancialReporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Theconsolidated financial statements were approved by the Board of Managers of the Company on March 27,2014.

b) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for assets andliabilities acquired in business combinations, derivative financial instruments and share-based paymentsaccounted for as liabilities which are measured at fair value at each reporting date and long-lived assetswhere impairment charges have been recorded which are measured at fair value at the impairment date.As more fully discussed in Note 3, the Company changed its functional and presentation currency toUnited States dollars (“USD”) from Euros on May 14, 2013.

c) Presentation currency

These consolidated financial statements are presented in USD.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

8

d) Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and itssubsidiaries as of December 31, 2013. Subsidiaries are fully consolidated from the date of acquisition,being on the date on which the Company obtains control, and continue to be consolidated until the datewhen such control ceases. The financial statements of the subsidiaries are prepared for the same reportingperiod as the Company, using consistent accounting policies. All intra-group balances, transactions,unrealized gains and losses resulting from intra-group transactions and dividends are eliminated in full.

On an acquisition-by-acquisition basis, the Group recognizes any non-controlling interest in the acquireeeither at fair value or at the non-controlling interest’s proportion of the share of the acquiree’s net assets.Total comprehensive income within a subsidiary is attributable to non-controlling interest when the non-controlling interest is entitled to share in the results of operations of the Group.

e) Reclassifications

The following accounts were reclassified in the consolidated statements of financial position at December31, 2012 to conform to the current presentation. Current deferred revenue and customer deposits liabilitiesof $35,090 and $9,267, respectively, at December 31, 2012 were reclassified from trade and otherpayables to current deferred revenue and customer deposits. In addition, $41,533 was reclassified fromother property, plant and equipment, net to rental equipment, net at December 31, 2012 for assets that aregenerating revenue and $3,675 was reclassified between rental equipment, net and other property, plantand equipment, net. Impairment losses on rental equipment and other property plant and equipment of$53,473 and $12,341 for the years December 31, 2012 and 2011, respectively, were reclassified fromother income (expense), net to a separate line item in the consolidated statements of comprehensiveincome.

3. Significant accounting policies

a) Cash and cash equivalents

The Group considers all highly liquid instruments with a maturity of three months or less when purchasedto be cash equivalents. For the purpose of the consolidated statements of cash flows, cash and cashequivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

b) Inventories

Inventories which consist of raw materials, rental equipment in assembly, parts and supplies and rentalequipment held for sale, are measured at the lower of cost or net realizable value. The cost of inventoriesis based on the weighted average principle, and includes expenditures incurred in acquiring theinventories, production or conversion costs and other costs incurred in bringing them to their existinglocation and condition. In the case of manufactured inventories and work in progress, cost includes anappropriate share of production overheads based on normal operating capacity.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

9

Net realizable value is the estimated selling price in the ordinary course of business, less the estimatedcosts of completion and selling expenses.

c) Rental equipment

Rental equipment (“rental fleet”) is comprised of assets held for rental to customers which are expected tobe in use for more than one reporting period and locations for rent within our workforce accommodationsbusiness which can include buildings, modular units, site improvements and equipment. Items of rentalfleet are measured at cost less accumulated depreciation and impairment losses. Costs includeexpenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assetsincludes the cost of materials, direct labor and any other costs directly attributable to bringing the asset toa working condition for its intended use. Costs of improvements and betterments to rental equipment arecapitalized when such costs extend the useful life of the equipment. Costs incurred for equipment to meeta particular lease specification are capitalized and depreciated over the lease term.

Rental fleet assets are depreciated on a straight-line basis over their estimated useful lives which generallyrange from 3 to 20 years with a residual value of 0% to 50%. These useful lives and residual values varywithin the Group based on the type of unit and local operating conditions. Depreciation methods, usefullives and residual values are reviewed at each reporting date and adjusted prospectively, if appropriate.

d) Other property, plant and equipment

Other property, plant and equipment are stated at cost, net of accumulated depreciation and impairmentlosses. The cost of self-constructed assets includes the cost of materials, direct labor and any other costsdirectly attributable to bringing the asset to a working condition for its intended use, and the costs ofdismantling and removing the items and restoring the site on which they are located. Assets leased underfinance leases are depreciated over the shorter of the lease term and their useful lives unless it isreasonably certain that the Group will obtain ownership by the end of the lease term. Purchased softwarethat is integral to the functionality of the related equipment is capitalized as part of that equipment. Landis not depreciated. Maintenance and repair costs are expensed as incurred.

Depreciation is computed using the straight-line method over estimated useful lives, as follows:

Buildings 15-40 yearsMachinery and equipment 3-10 yearsFurniture and fixtures 3-10 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjustedprospectively, if appropriate.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

10

e) Goodwill and business combinations

Goodwill arises upon acquisition of businesses. Goodwill represents the excess of the cost of theacquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities andcontingent liabilities of the acquiree. Goodwill is considered to have an indefinite life and is notamortized. After initial recognition, goodwill is measured at cost less any accumulated impairment losses.As more fully described below, goodwill is tested for impairment at least annually, or more frequentlywhen there is an indication that the carrying value may be impaired.

Business combinations with unrelated entities are accounted for using the acquisition method. The cost ofan acquisition is measured as the aggregate of the consideration transferred, measured at acquisition datefair value and the amount of any non-controlling interest in the acquiree. For each business combination,the Group elects whether it measures the non-controlling interest (if any) in the acquiree either at fairvalue or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred areexpensed and included in administrative expenses. When the Group acquires a business, it assesses thefinancial assets and liabilities assumed for appropriate classification and designation in accordance withthe contractual terms, economic circumstances and pertinent conditions as at the acquisition date.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’spreviously held equity interest in the acquiree is remeasured to fair value at the acquisition date throughprofit or loss. Any contingent consideration to be transferred by the acquirer will be recognized at fairvalue at the acquisition date. Subsequent changes to the fair value of the contingent consideration that isdeemed to be an asset or liability will be recognized either in profit or loss or as a change to othercomprehensive income. If the contingent consideration is classified as equity, it will not be remeasuredand subsequent settlement will be accounted for within equity. In instances where the contingentconsideration does not fall within the scope of IAS 39, it is measured in accordance with the appropriateIFRS. Goodwill is initially measured at cost, being the excess of the aggregate of the considerationtransferred and the amount recognized for non-controlling interest over the net identifiable assets acquiredand liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiaryacquired, the difference is recognized in profit or loss.

Business combinations among entities under the common control of the Group’s controlling shareholdersare accounted for under the pooling of interest method prospectively from the date on which control istaken.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

11

Where goodwill forms part of a cash generating unit and part of the operation within that unit is disposedof, the goodwill associated with the operation disposed of is included in the carrying amount of theoperation when determining the gain or loss on disposal of the operation. Goodwill disposed of in thiscircumstance is measured based on the relative values of the operation disposed of and the portion of thecash generating unit retained.

f) Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangibleassets acquired in a business combination is the fair value at the date of acquisition. Intangible assets thatare acquired by the Group and determined to have an indefinite useful life are not amortized, but aretested for impairment at least annually. Intangible assets that have finite useful lives are measured at costless accumulated amortization and impairment losses, if any. Intangible assets in the process of beingdeveloped are not amortized until such time as they are placed in use. Amortization is recognized in profitor loss over the useful economic lives of intangible assets from the date that they are available for use.Amortization of intangible assets is included in other depreciation and amortization on the consolidatedstatements of comprehensive income. The estimated useful lives for these assets are as follows:

Customer relationships 1 - 12 yearsSoftware 3 - 7 years

Subsequent expenditures for intangible assets are capitalized only when they increase the future economicbenefits embodied in the specific asset to which they relate.

g) Impairment of non-financial assets

Goodwill

For the purpose of impairment testing, goodwill is allocated to cash generating units (“CGUs”) or groupsof cash generating units (“CGU Groups”) that are expected to benefit from the synergies of thecombination irrespective of whether other assets or liabilities of the acquiree are assigned to those units.CGUs or CGU Groups to which goodwill has been allocated are tested for impairment annually, or morefrequently when there is an indication that the carrying value may be impaired. If the recoverable amountof each CGU or CGU Group to which goodwill has been allocated is less than the carrying amount of theunit or group, an impairment loss is recognized in profit or loss. The recoverable amount of a CGU, forthe purpose of the annual goodwill impairment test, is the higher of the CGU’s fair value less costs to sell,which is determined under the guideline public company method, or its value in use. The guidelinepublic company method is based on market participant comparables with derived multiples of earningsbefore interest, taxes, depreciation and amortization (“EBITDA”) that are used to develop an estimate ofvalue for the CGU. The value in use was determined using the discounted cash flow method, whichinvolves a projection of the cash flows that the CGU is expected to generate and converting these cashflows into a present value equivalent through discounting. Both of these methods are considered level 3valuation techniques (see Note 24).

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

12

Impairment losses are allocated first to reduce the carrying amount of any goodwill allocated to the unitor group, then to intangible assets of the unit or group, and lastly to the carrying amount of the otherassets in the unit or group on a pro rata basis. Impairment losses relating to goodwill may not be reversedin future periods.

The Group performs its annual impairment test for goodwill on October 1st of each year.

Intangible assets with indefinite useful lives

Intangible assets with indefinite useful lives are also tested for impairment annually, or more frequentlywhen there is an indication that the carrying value may be impaired. If the recoverable amount of theintangible assets with indefinite useful lives is less than its carrying amount, an impairment loss isrecognized in profit or loss.

The Group performs its annual impairment test for intangible assets with indefinite useful lives onOctober 1st of each year.

Other non-financial assets

The carrying amounts of the Group’s non-financial assets or groups of assets, other than inventories anddeferred tax assets, are reviewed at each reporting date to determine whether there is any indication ofimpairment. If any such indication exists, the asset’s or group of assets’ recoverable amount is estimated.If the asset’s estimated recoverable amount is less than its carrying value, an impairment loss isrecognized.

h) Financial instruments

Non-derivative financial instruments

Non-derivative financial instruments comprise cash and cash equivalents, trade and other receivables,loans and borrowings and trade and other payables. These non-derivative financial instruments arerecognized initially at fair value plus any directly attributable transaction costs. Costs directly attributableto the issuance of a finance liability are offset against that liability and are amortized over the life of thatliability using the effective interest rate method. Subsequent to initial recognition, non-derivative financialinstruments are measured as shown in Note 24.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

13

Derivative financial instruments

The Group holds derivative financial instruments to manage its foreign currency and interest rate riskexposures. Derivatives are carried at fair value. Attributable transaction costs are recognized in profit orloss when incurred. Hedge accounting is not applied to these derivative instruments. Changes in the fairvalue of all derivatives are recognized in profit or loss as part of finance income and expense. Derivativesare carried as financial assets when the fair value is positive and as financial liabilities when the fair valueis negative. The fair value of derivative financial instruments is classified as current or non-current basedon the maturity of the underlying instrument. Financial assets and liabilities are offset and the net amountis reported in the consolidated statements of financial position when there is an enforceable master nettingarrangement and the Group has the intention to settle on a net basis.

i) Provisions

A provision is recognized when there is a present obligation (legal or constructive) as a result of a pastevent, in which it is probable that an outflow of resources embodying economic benefits will be requiredto settle the obligation, and a reliable estimate can be made of the amount of the obligation. If theseconditions are not met, no provision is recognized. Provisions are measured at the value of theexpenditures expected to be required to settle the obligation. Where the time value of money is material,provisions are discounted using an appropriate rate that takes into account the risks specific to theliability. Uninsured losses are recognized when the underlying event occurs and the value of theexpenditures expected to be required to settle the obligation can be determined. Recoveries of amountsclaimed from insurers to settle expenses incurred are recognized when it is virtually certain thatreimbursement will be received.

j) Retirement benefit obligation

The Group provides post-employment benefits to certain of its employees under defined benefit plans.The defined benefit obligations are determined annually on December 31st. The Group’s net obligation fordefined benefit pension plans is calculated separately for each plan by first estimating the net presentvalue of future benefits that employees have earned in return for their service in the current and priorperiods. Any unrecognized past service costs and the fair value of any plan assets are deducted to arrive atthe net obligation. The discount rate used in the present value calculation is the yield at the reporting dateon AA credit-rated bonds that have maturity dates approximating the terms of the Group’s obligations andthat are denominated in the same currency in which the benefits are expected to be paid. The calculationis performed annually using the projected unit credit method. When the calculation results in a benefit tothe Group, the recognized asset is limited to the net total of any unrecognized past service costs and thepresent value of any future refunds from the plan or reductions in future contributions to the plan.

The Group recognizes actuarial gains and losses related to defined benefit plans in the year they arise inequity as a component of total comprehensive income.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

14

k) Lease transactions

The determination of whether an arrangement is, or contains, a lease is based upon the substance of thearrangement at the inception date or at the acquisition date if the lease was assumed as part of a businesscombination transaction. The arrangement is assessed for whether fulfillment of the arrangement isdependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset orassets, even if that right is not explicitly specified in the arrangement.

Group as lessee

Operating lease agreements, for which the Group has a financial commitment but does not bear all of therisks and rewards of ownership, are not reflected in the consolidated statements of financial position.Operating lease payments are recognized as an operating expense in the consolidated statements ofcomprehensive income on a straight-line basis over the lease term.

Leases under which the Group, as a lessee, assumes substantially all the risks and rewards of ownershipare classified as finance leases. Upon initial recognition, the leased asset and associated liability aremeasured at an amount equal to the lower of the leased assets’ fair value or the present value of theminimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance withthe accounting policy applicable to that asset. Initial direct costs are included in the initial measurement ofthe lease payable.

Minimum lease payments made under finance leases are apportioned between finance expense and thereduction of the outstanding liability. The finance expense is allocated to each period during the leaseterm so as to produce a constant periodic rate of interest on the remaining balance of the liability. Currentlease payments due at the reporting date are classified as part of loans and borrowings in theaccompanying consolidated statements of financial position.

Group as lessor

Leases in which the Group transfers substantially all of the risks and rewards of ownership of an asset areclassified as finance leases. All other leases are classified as operating leases.

Payments from customers under operating leases are recognized in profit or loss on a straight-line basisover the term of the lease. Deferred revenue includes rents billed to customers in advance.

Upon commencement of a finance lease with a customer, the Group records the net investment in thelease, which consists of the sum of the minimum lease term payments and the un-guaranteed residualvalue (gross investment in lease), less the unearned finance lease income. The difference between thegross investment and its present value is recorded as unearned finance lease income. Finance leaseincome consists of the amortization of unearned finance lease income. Initial direct costs are included inthe initial measurement of the lease receivables. Current lease payments due at the reporting date areclassified as receivables under finance lease in the accompanying consolidated statements of financialposition. Minimum lease payments received under finance leases are apportioned between finance income

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

15

and a reduction of the outstanding receivable. The finance lease income is allocated to each period duringthe lease term so as to produce a constant periodic rate of interest on the remaining balance of thereceivable. The transfer of the asset to a customer under a finance lease is considered a sale.

l) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinaryshares are recognized as a deduction from equity, net of any tax effects.

m) Foreign currency transactions and translation

The Group’s presentation currency as of May 14, 2013 is the USD which is the Company’s functionalcurrency. Prior to May 14, 2013, the Company’s functional currency was the Euro. The assets andliabilities of foreign operations where the functional currency is different from the presentation currencyare translated from their functional currency to the presentation currency at exchange rates at thereporting date. The income and expenses of foreign operations, where the functional currencies aredifferent from the presentation currency, are translated from the functional currency to the presentationcurrency at average exchange rates for the period.

The Company and certain subsidiaries changed their functional currency from Euros to USD as a result ofthe issuance of $400 million of USD-denominated payment-in-kind debt (“PIK Debt”) by AlgecoScotsman PIK S.A. (“AS PIK”), a wholly-owned subsidiary of Holdings, on May 14, 2013 and otherfactors, including an increase in the concentration of the Group’s operations in the United States (“US”)and the fact that a majority of Group’s debt is denominated in USD. The change in functional currency ofthese entities was made on May 14, 2013 in accordance with IAS 21, The Effects of Changes in ForeignExchange Rates.

Foreign currency differences from translating foreign operations where the functional currency is acurrency other than the presentation currency into the presentation currency are recognized as acomponent of other comprehensive income.

Transactions in foreign currencies (currencies other than the Group entities’ functional currencies) aretranslated to the respective functional currencies at exchange rates at the dates of the transactions.Foreign currency differences arising from transactions in foreign currencies are recognized in profit orloss. Monetary assets and liabilities denominated in foreign currencies at the reporting date other than thefunctional currency are retranslated to the functional currency at the exchange rate at the reporting date.

Foreign exchange gains and losses arising from a monetary item receivable from or payable to aconsolidated Group entity, the settlement of which is neither planned nor likely in the foreseeable future,are considered to form part of a net investment in the Group entity and are included in the foreigncurrency translation component of other comprehensive income.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

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n) Revenue

The Group generates revenue from leasing rental fleet, sales of new and used rental fleet, delivery,installation, maintenance and removal services and other incidental items related to accommodationservices. In addition, the Group generates revenue from the leasing and operation of remoteaccommodations in which the Group provides housing, catering and transportation services. The Groupenters into arrangements with a single deliverable (such as goods or services) as well as multipledeliverables. Revenue under arrangements with multiple deliverables is recognized separately for eachidentifiable component with the arrangement consideration allocated on a relative fair value basis.

Modular space

Lease income from operating leases is recognized in income on a straight-line basis over the lease term.Delivery, installation, maintenance and removal services associated with rental activities are recognizedupon completion of the related services.

For finance leases where the Group is a lessor, the revenue recognized at the inception of the lease is thefair value of the asset, or, if lower, the present value of the minimum lease payments accruing to theGroup, computed at a market rate of interest. The finance income earned by the Group on sucharrangements is recognized in revenue over the lease term.

Remote accommodations

Revenue from remote accommodations leasing and services is comprised of the leasing and operation ofremote workforce accommodations in which the Group provides housing, catering and transportationservices. Revenue is recognized when amounts are earned and realizable. Remote accommodationsrevenue is recognized in the month of occupancy in which services are provided. Catering, transportationand other services revenue are recognized upon the completion of the related services.

Sale of units and services rendered

Revenue from the sale of goods and the provision of services is measured at the fair value of theconsideration received or receivable, net of returns and trade discounts. Revenue is recognized when thesignificant risks and rewards of ownership have been transferred to the buyer, recovery of theconsideration is probable, the associated costs and possible return of goods can be estimated reliably,there is no continuing involvement with the goods, and the amount of revenue can be measured reliably.Transfer of risks and rewards occurs when units are delivered and installed. Revenue from delivery andinstallation services incidental to the sales of rental equipment is recognized upon completion of deliveryand installation of sold rental equipment. Revenue from the provision of services is recognized asservices are provided.

Certain equipment is sold under construction-type contracts. Construction-type contract revenue includesthe initial amount agreed in the contract plus any variations in contract work, claims and incentivepayments to the extent that it is probable that those variations will result in revenue and can be measured

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

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reliably. When the outcome of a construction contract can be estimated reliably, contract revenue andexpenses are recognized in profit or loss in proportion to the stage of completion of the contractdetermined by reference to the proportion of the costs incurred to date compared to estimated total costsunder the contract. When the outcome of a construction contract cannot be estimated reliably, contractrevenue is recognized only to the extent of contract costs incurred that are likely to be recoverable. Anexpected loss on a contract is recognized immediately in profit or loss. For construction contracts inprogress, a single asset (prepaid expense) or liability (deferred revenue) is presented for the total of costsincurred and recognized profits, net of progress payments and recognized losses, in the consolidatedstatements of financial position.

o) Share-based payments

Cash-settled equity plan

The cost of awards under a cash-settled plan is measured initially at fair value at the grant date, which isthe date at which the Group and the participants have a shared understanding of the terms and conditionsof the arrangement. The fair value is expensed over the vesting period with recognition of acorresponding liability. The liability is remeasured to fair value at each reporting date with changes in fairvalue attributed to vested awards recognized as expense in the period.

Equity-settled plan

The cost of share grants under an equity-settled plan is measured at the fair value at the grant date, whichis the date at which the Group and plan participants have a shared understanding of the terms andconditions of the arrangement. The fair value is determined using a pricing model. The cost is recognizedas an employee expense with a corresponding increase in equity over the period during which the relevantplan participant becomes fully entitled to the award. The ultimate expense recognized at each reportingdate reflects the extent to which the vesting period has lapsed and the Group’s best estimate of the numberof shares that will ultimately vest. The expense on the consolidated statements of comprehensive incomefor a period represents the movement in cumulative expense recognized as of the beginning and end ofthat period.

When the terms of an award are modified, the minimum expense recognized is the expense as if the termshad not been modified. An additional expense is recognized for any modification which increases the totalfair value of the award, or is otherwise beneficial to the employee as measured at the date of modification.

When an award is cancelled, it is treated as if it had vested on the date of cancellation, and any expensenot yet recognized for the award is recognized immediately. However, if a new award is issued anddesignated as a replacement award on the date that it is granted, the cancelled and new awards are treatedas if they were a modification of the original award, as described in the previous paragraph.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

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p) Finance income and expenses

Finance income comprises interest income on funds invested, dividend income, currency gains and mark-to-market gains on financial instruments measured at fair value through profit or loss. Interest income isrecognized in profit or loss, using the effective interest method.

Finance expenses comprise interest expense on borrowings, amortization of deferred financing costs,currency losses and mark-to-market losses on financial instruments measured at fair value through profitor loss. All borrowing costs are recognized in profit or loss using the effective interest method.

q) Income tax

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from orpaid to the taxation authorities. The tax rates and tax laws used to compute the amounts are those that areenacted or substantively enacted, at the reporting date in those jurisdictions in which the Group operates.

Current income tax relating to items recognized directly in equity is recognized in equity and not in profit(loss) for the year. Management periodically evaluates positions taken in the tax returns with respect tosituations in which applicable tax regulations are subject to interpretation and establishes provisionswhere appropriate.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases ofassets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

• Deferred tax liabilities that arise from the initial recognition of goodwill or an asset or liability ina transaction that is not a business combination and, at the time of the transaction, affects neitherthe accounting profit nor taxable profit or loss.

• Taxable temporary differences associated with investments in subsidiaries, associates andinterests in joint ventures, when the timing of the reversal of the temporary differences can becontrolled and it is probable that the temporary differences will not reverse in the foreseeablefuture.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

19

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unusedtax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probablethat taxable profit will be available against which the deductible temporary differences and the carryforward of unused tax credits and unused tax losses can be utilized, except:

• Deferred tax assets relating to the deductible temporary difference that arise from the initialrecognition of an asset or liability in a transaction that is not a business combination and, at thetime of the transaction, affects neither the accounting profit nor taxable profit or loss.

• Deductible temporary differences associated with investments in subsidiaries, associates andinterests in joint ventures, deferred tax assets are recognized only to the extent that it is probablethat the temporary differences will reverse in the foreseeable future and taxable profit will beavailable against which the temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extentthat it is no longer probable that sufficient taxable profit will be available to allow all or part of thedeferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting dateand are recognized to the extent that it has become probable that future taxable profits will allow thedeferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year whenthe asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted orsubstantively enacted at the reporting date.

Deferred tax items are recognized in correlation to the underlying transaction either in othercomprehensive income or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set offcurrent tax assets against current income tax liabilities and the deferred taxes relate to the same taxableentity and the same taxation authority.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separaterecognition at that date, would be recognized subsequently if new information about facts andcircumstances changed. The adjustment would either be treated as a reduction to goodwill (as long as itdoes not exceed goodwill) if it was incurred during the acquisition measurement period or in profit orloss.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

20

r) New standards and interpretations not yet adopted

New and amended standards and interpretations

The accounting policies adopted are consistent with those of the previous financial year, except for thefollowing new and amended IFRS and IFRIC interpretations effective as of January 1, 2013:

IAS 1 Financial Statement Presentation: Presentation of Items of Other Comprehensive Income

The amendments to IAS 1 change the grouping of items presented in other comprehensive income. Itemsthat could be reclassified / (or ‘recycled’) to profit or loss at a future point in time (for example, uponderecognition or settlement) would be presented separately from items that will never be reclassified. Thepronouncement affects presentation only and had no impact on the Group’s financial position or results ofoperations.

IAS 19 Employee Benefits (Amendment)

The IASB has issued numerous amendments to IAS 19. These range from fundamental changes such asremoving the corridor mechanism and the concept of expected returns on plan assets to simpleclarifications and re-wording. In the first quarter of 2013, the Group retrospectively applied theamendments to IAS 19 and recorded an increase in employee benefit liability of $732 and acorresponding decrease in accumulated deficit of $732 as of January 1, 2012.

IFRS 7 Financial Instruments: Disclosures – Enhanced Derecognition Disclosure Requirements

The amendment to IFRS 7 requires an entity to disclose information about rights of set-off and relatedarrangements, which allows users of the consolidated financial statements to evaluate the effect of nettingarrangements on an entity’s financial position. The adoption of this standard did not have an impact onthe financial position or results of operations of the Group.

IFRS 10 Consolidated Financial Statements

IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addressesthe accounting for consolidated financial statements. It also includes the issues raised in SIC-12Consolidation – Special Purpose Entities. IFRS 10 establishes a single control model that applies to allentities including special purpose entities. The changes introduced by IFRS 10 requires management toexercise significant judgment to determine which entities are controlled, and therefore, are required to beconsolidated by a parent, compared with the requirements that were in IAS 27. The adoption of thisstandard did not have any impact on the financial position or results of operations of the Group.

IFRS 11 Joint Arrangements

IFRS 11 replaces IAS 31 Interests in Joint Ventures to include only two categories of joint arrangements(joint operation and joint venture) in which the legal form of the joint arrangement must be considered

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

21

and whether a separate vehicle exists. The adoption of this standard did not have any impact on thefinancial position or results of operations of the Group.

IFRS 13 Fair Value Measurement

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13does not change when an entity is required to use fair value, but rather provides guidance on how tomeasure fair value under IFRS when fair value is required or permitted. As a result of the guidance inIFRS 13, the Group reassessed its policies surrounding the measurement of fair value and concluded thatthe adoption did not have a material impact of the fair value measurements of the Group other than theinclusion of fair value information disclosures for financial instruments as set out in Note 24.

Standards issued but not yet effective

Standards issued but not yet effective up to the date of issuance of the Group’s consolidated financialstatements are listed below.

IFRS 9 Financial Instruments

IFRS 9 (2009) introduces new requirements for the classification and measurement of financial assets,which are based upon the business model in which they are held and the characteristics of theircontractual cash flows. IFRS 9 (2010) introduces additional changes to relating to financial liabilities.IFRS 9 (2010 and 2009) are effective for annual periods beginning on or after January 1, 2015. TheGroup is currently assessing the impact of the adoption of these standards on the Group’s financial assetsand financial liabilities and does not plan to adopt this standard early.

The following standards have been issued but are not yet effective for the Group. The Group hasconcluded that the adoption of these standards when required will not reasonably have an impact ondisclosures, financial position or results of operations when applied:

• IAS 28 Investments in Associates and Joint Ventures (Amendment)• IAS 32 Offsetting Financial Assets and Financial Liabilities (Amendment)

4. Significant accounting judgments, estimates and assumptions

The preparation of the Group’s consolidated financial statements requires management to makejudgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets andliabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty aboutthese estimates and assumptions could result in outcomes that require a material adjustment to thecarrying amount of the asset or liability or the disclosures of contingent liabilities in future periods.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

22

Judgments

Business combinations

Goodwill only arises in business combinations. The amount of goodwill initially recognized is dependenton the allocation of the purchase price to the fair value of the identifiable assets acquired and theliabilities assumed. Intangible assets principally arise in business combinations. The amount of intangibleassets initially recognized is dependent on various judgments including future revenue estimates,customer attrition rates and market-based royalty rates. The determination of the fair value of the assets,such as rental equipment and intangible assets, and liabilities, such as contingent liabilities, is based to aconsiderable extent on management’s judgment.

Provision for impairment of trade receivables

The determination of the amount required to provide the provision for impairment of trade receivablesrequires judgment in evaluating the credit worthiness of customers and in projecting future credit losseson current receivables.

Provisions and contingencies

The Group maintains provisions for a number of matters associated with exposures that arise in thenormal course of business. These provisions cover matters such as uninsured losses, terminationliabilities, restructuring activities, litigation and regulatory matters liabilities and uncertain tax positions.Judgment is involved in assessing the exposures in these areas and hence in setting the level of therequired provision.

Valuation of financial instruments

Where the fair value of financial assets and financial liabilities recorded in the consolidated statements offinancial position cannot be derived from active markets, they are determined using valuation techniquesincluding the discounted cash flows model. The inputs to these models are taken from observable marketswhere possible, but where this is not feasible, a degree of judgment is required in establishing fair values.The judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changesin assumptions about these factors could affect the reported fair value of financial instruments. The fairvalue of equity instruments of Holdings issued in exchange for debt and subsidiaries (see Note 18)involved significant judgment as there was no observable market for the equity instruments of Holdings.

Lease classification

The Group enters into various types of lease arrangements with its customers. The Group classifies theseleases as either operating or finance based on an evaluation of the terms and conditions of thearrangements. Judgment is involved in determining whether or not the Group retains all the significantrisks and rewards of ownership, a significant factor in determining classification of each lease.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

23

Income taxes

Deferred tax assets are recognized for deductible temporary differences, including all unused tax losses,only to the extent that it is probable that taxable profit will be available against which the deductions canbe utilized. Significant judgment is required to determine the amount of deferred tax assets that can berecognized, based upon the likely timing and the level of future taxable profits together with future taxplanning strategies.

Deferred tax liabilities are not established for taxable temporary differences associated with investmentsin subsidiaries, associates and interests in joint ventures, when the timing of the reversal of the temporarydifferences can be controlled and it is probable that the temporary differences will not reverse in theforeseeable future. Significant judgment is required to determine if the reversal can be controlled andwhether it is probable that such differences will not reverse in the foreseeable future.

Reserves for income taxes are established in connection with additional taxes that could be incurred bythe Group to the extent it is probable that an examination by applicable taxing authorities would give riseto such additional taxes.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at thereporting date, that have a significant risk of causing a material adjustment to the carrying amounts ofassets and liabilities within the next financial year, are described below. The Group based its assumptionsand estimates on parameters available when the consolidated financial statements were prepared. Existingcircumstances and assumptions about future developments, however, may change due to market changesor circumstances arising beyond the control of the Group. Such changes are reflected in the assumptionswhen they occur.

Rental equipment

Estimates are used in the determination of useful lives and residual values for rental equipment. Estimatesare also used in the determination of the fair value of assets held for sale.

Measurement of the recoverable amounts of asset groups and of cash generating units or groupsof cash generating units containing goodwill

The Group regularly monitors the carrying value of its asset groups, including rental equipment andgoodwill. Impairment reviews compare the carrying values to the higher of fair value less costs to sell orthe present value of future cash flows that are derived from the relevant asset groups, cash generating unitor groups of cash generating units. These reviews, therefore, depend on management estimates andjudgments, in particular in relation to the forecasting of future cash flows, the discount rate applied to thecash flows and the selection of relevant market comparable data.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

24

Measurement of defined benefit obligations

The Group exercises judgment in relation to setting the assumptions used by the actuaries in assessing thefinancial position of each benefit arrangement. The Group determines the assumptions to be adopted indiscussion with its actuaries. The application of different assumptions could have a significant effect onthe amounts reflected in the consolidated statements of comprehensive income and consolidatedstatements of financial position for post-employment benefits.

Share-based payments

Estimating fair value for share-based payment awards requires determining the most appropriate valuationmodel for a grant of equity instruments, which is dependent on the terms and conditions of the grant. Thisalso requires determining the most appropriate inputs to the valuation model including the expected life ofthe option, volatility and dividend yield. The assumptions and models used for estimating fair value forshare-based payments are disclosed in Note 23.

Taxes

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, andthe amount and timing of future taxable income. Differences arising between the actual results and theassumptions made in such interpretation, or future changes to such assumptions, could necessitate futureadjustments to amounts previously recorded. The Group establishes provisions, based on reasonableestimates, for possible consequences of audits by the tax authorities of the respective counties in which itoperates. The amount of such provisions is based on various factors, such as experience of previous taxaudits and differing interpretations of tax regulations by the taxable entity and the responsible taxauthority. The ultimate resolution of tax audits and interpretations of tax regulations could necessitatefuture adjustments to provisions established.

5. Acquisitions

Target acquisition

In February 2013, the Group acquired 100% of the membership interests in Target LogisticsManagement, LLC (“Target”). Target is a leading provider of full-service remote workforceaccommodation solutions, primarily in the US, and facilitates the Group’s continued strategic expansionin the remote accommodation segment.

The initial consideration for Target was $201.2 million, which was comprised of $86.7 million in cash,6,749,269 shares of Holdings valued at $92.8 million and contingent consideration with an acquisitiondate fair value of $21.7 million. The Group also assumed $76.7 million of indebtedness. Holdingscontributed the membership interests of Target that it acquired to the Company. The value of the sharesof Holdings was determined using the guideline public company method (a Level 3 technique) to estimatethe Enterprise Value (“EV”) of Holdings. The EBITDA multiple calculated was based upon marketparticipant comparables with derived multiples of EBITDA. EBITDA multiples were calculated by

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

25

deriving and averaging the current year observed multiple, the 2013 forward multiple and the 2014forward multiple of market participant comparables. The calculated multiples of 11.7x, 10.6x and 9.7xwere applied to the actual trailing twelve months EBITDA at March 31, 2013, 2013 projected EBITDAand 2014 projected EBITDA, respectively and weighted.

The Group incurred $59 million of borrowings under the ABL Revolver (as defined below) to partiallyfund the cash portion of the consideration. In addition, an earnout agreement entered in connection withthe acquisition (the “Earnout Agreement”) provides for additional payments (the “Target Earnout”) asdescribed in more detail below.

The fair value of the identifiable assets and liabilities for Target at the acquisition date were as follows:

Fair value recognized on acquisitionAssetsCash and cash equivalents $ 538Trade receivables 13,200Short-term financial assets 5,699Prepaid expenses and other current assets 3,570Rental equipment 163,800Other property, plant and equipment 3,216Customer relationships 21,200Trade name 19,300Other intangible assets 11,691

242,214

LiabilitiesTrade and other payables 18,853Current taxes payable 171Deferred revenue and customer deposits 28,091Provisions 8,494Loans and borrowings 76,728Deferred tax liabilities 21,691

154,028Total identifiable net assets at fair value 88,186Goodwill arising on acquisition 113,063Total purchase consideration $ 201,249

The goodwill of $113,063 is attributable to the Group’s expansion of its presence in the US throughentering the remote accommodations market. Approximately, $80,100 of goodwill is deductible for taxpurposes.

The Group recorded $21,200 of customer relationships in the Target acquisition with a weighted averageremaining useful life of 7.7 years. A trade name of $19,300 was also acquired and was determined to bean indefinite useful life intangible asset. The loans and borrowings of $76,728 acquired primarily relateto debt assumed that expires within three years.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

26

The consolidated statement of comprehensive income for the year ended December 31, 2013 includesrevenues of $144,684, expenses of $92,330 and income before taxes for the year of $52,354 related toTarget.

The Earnout Agreement provided the former owners of Target the opportunity to earn additional value formeeting performance objectives in 2013; however, these performance objectives were not met. TheEarnout Agreement also provides the former owners of Target the opportunity to earn additionalconsideration for cumulative value creation to be achieved over the subsequent years between acquisitionand an Exit Event, as defined in the Earnout Agreement. Amounts payable under the Earnout Agreementare to be paid in shares of Holdings if such cumulative value creation goals are achieved; provided that, ifan Exit Event does not occur prior to December 31, 2015, estimated prepayments will be made in cash bya Group subsidiary which will reduce the ultimate payment attributable to cumulative value creation. Themaximum amount of cash that can be paid under the Earnout Agreement is $115.0 million. The amountof Holdings’ shares that can be issued under the Earnout Agreement is not limited. The Group completedthe valuation of the Earnout Agreement and recorded a contingent liability for the earnout at $21.7million at purchase. As more fully disclosed in Note 19, the Group reduced the Earnout Agreementliability to $6.6 million and recorded the $15.1 million reduction in other income (expense), net in theGroup’s consolidated statement of comprehensive income.

The Target Earnout is based on the future amounts of EBITDA and capital expenditures of Target and thefuture EBITDA exit multiple value of Target or the Group at an Exit Event. A Monte Carlo Simulationapproach under a risk-neutral framework is used to simulate the future values of EBITDA, which are thencombined with a series of exit event scenarios to estimate the final payout of the Earnout. For each ExitEvent scenario estimated, future EBITDA values are simulated using the following assumptions:

1. Volatility – Quarterly and annual EBITDA volatilities based on the comparable companies forTarget were calculated (over 5 years).

2. Discount Rate – Present-value of the expected Target Earnout was discounted using the risk-freerate plus projection risk and the credit spread of the Group.

3. Term – The respective term until a specific payment trigger date (including an Exit Event) whereEBITDA must be calculated.

4. Starting Value – Financial projections were used for the Target Earnout periods and discounted(or “calibrated”) to a valuation date using the weighted average cost of capital (“WACC”) ofTarget implied by the acquisition. A mid-year convention was used to calibrate EBITDA. Tocorroborate the calculated WACC, an internal rate of return (“IRR”) analysis was also performed.

5. Drift Rate – Term-specific risk-free rate plus the implied year over year EBITDA growth rate foreach fiscal year.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

27

The contingent consideration liability is the weighted average Target Earnout payout of the scenariosdeveloped using the above assumptions. At the acquisition date, the following key assumptions, whichrepresent unobservable inputs, were utilized in developing the contingent consideration liability:

Unobservable Inputs RangeEBITDA volatility 37.0%Discount rate 20.5%Exit multiple 11.7xEstimated years (Term) to exit 1.50 – 2.75

An increase in the exit multiple of 1.0x at the date of acquisition would have resulted in an increase in thefair value of the contingent consideration of $4.9 million.

The contingent consideration liability is revalued at each reporting date with all key assumptions updatedfor current estimates. Changes in the contingent consideration liability due to changes in assumptionssubsequent to acquisition are recorded in the applicable period’s net income or loss.

Chard acquisition

In November 2013, the Group acquired 100% of the outstanding equity of Chard Camp Catering Service,Ltd. (“Chard”), a Canadian provider of workforce accommodations that allowed the Group to continue toexpand its remote workforce accommodations presence in Canada. The consideration for this acquisitionwas comprised of $8.4 million in cash and $1.7 million of assumed indebtedness. The aggregate purchaseprice was allocated principally to rental equipment ($5.2 million), customer relationship ($0.9 million)and goodwill ($4.6 million). Goodwill related to the Chard acquisition is not deductible for tax purposes.

Acquisitions in 2012

Ausco acquisition

In 2012, the Group acquired Ausco Holding S.à r.l. and its subsidiaries (“Ausco”), the leading provider ofmodular space in Australia and New Zealand, from TDR in a transaction among entities under commoncontrol. TDR had previously acquired Ausco on June 29, 2011 for cash consideration of $684.8 million.The Group’s acquisition of Ausco is part of its strategy to grow the business through expansion into newgeographic territories. The Group elected to account for this acquisition under the pooling of interestmethod as permitted by IFRS prospectively from the date on which the Group took control. Under thepooling of interest method, the assets and liabilities of the combined entities are reflected at theirrespective carrying values, which reflect a step-up in the basis of the Ausco assets and liabilities to fairvalue as of the date of acquisition by TDR, and no new identifiable intangible assets or goodwill arerecorded. The consolidated statements of comprehensive income reflect the income and expenses of thecombined entity from October 11, 2012.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

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The carrying values of the identifiable assets and liabilities of Ausco acquired on October 11, 2012 werecomprised of the following:

Cash and cash equivalents $ 27,258Trade receivables 74,652Inventories 14,291Rental equipment, net 277,534Other property, plant and equipment, net 51,729Goodwill 388,948Customer relationships 16,817Trade name 22,338Total assets 873,567

Trade and other payables 84,053Current tax payable 16,155Employee benefits 5,282Provisions 6,511Loans and borrowings 729,937Derivative liabilities 10,156Deferred tax liabilities 8,287Total liabilities 860,381Non-controlling interests 1,582Net equity $ 11,604

The Group acquired $16,817 of customer relationships in the Ausco acquisition with a weighted averageremaining useful life of 1.2 years. A $22,338 trade name was also acquired which the Group determinedto be an indefinite useful life intangible asset.

The loans and borrowings of $729,937 includes external debt that was repaid by the Group and Ausconotes that were contributed to Holdings by TDR as part of the 2012 Refinancing, as defined in Note 18.The Ausco notes were contributed by Holdings to the Group in exchange for equity and are noweliminated within the Group.

The consolidated statement of comprehensive income for the year ended December 31, 2012 includesrevenues of $100,158, expenses of $103,210 and net loss of $3,052 related to Ausco.

Eurobras acquisition

In December 2011, the Group completed the first part of a two-phased acquisition of the equity interestsof several Brazilian entities that have since been consolidated into a single entity (“Eurobras”). InJanuary 2012, the Group completed the second phase of the acquisition of Eurobras. The combinedpurchase price of Eurobras was $96.3 million. At the acquisition date, the Group placed $29.0 million ofthe total purchase price in an escrow account pursuant to the purchase agreement. These funds will either

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

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be used to pay certain pre-acquisition liabilities for which the seller is responsible, or if such claims donot arise, will be paid directly to the sellers.

The fair value of the identifiable assets and liabilities for Eurobras at acquisition were as follows:

Fair value recognized on acquisitionAssetsRental equipment $ 16,879Other property, plant and equipment 5,045Other intangible assets 17,723Deferred tax assets 688Inventories 1,670Trade receivables 4,933Prepaid expenses and other current assets 4,324Cash and cash equivalents 1,369

52,631LiabilitiesTrade and other payables 2,385Loans and borrowings 2,174Current taxes payable 2,498

7,057Total identifiable net assets at fair value 45,574Goodwill arising on acquisition 50,772Total purchase consideration $ 96,346

The goodwill of $50,772 is attributable to the Group’s expansion into Brazil as well as the assembledworkforce in Brazil where the Group had previously not operated which is not separately recognized.

As the second phase of the Eurobras acquisition was completed in the first week of January 2012, theconsolidated statements of comprehensive income for the year ended December 31, 2012 includes a fullyear of results of operations for Eurobras.

Acquisitions in 2011

During 2011, the Group completed acquisitions in its existing markets which provided immediate costand revenue synergies through elimination of operational redundancies and by better serving customerswith a larger range of products. The Group also completed acquisitions in 2011 in new higher growthgeographic markets which provided the Group with further customer, industry, and geographicaldiversification. These acquired entities engage in businesses similar to that of the Group and arecollectively referred to as the “2011 acquisitions.”

In February and April 2011, a subsidiary of the Group in the UK acquired certain business assets(principally rental fleet and related contracts) of RBF Farquhar for $17.1 million and Speedy Hire PLCand Speedy Asset Services Limited for $57.6 million.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

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In May 2011, the Group acquired the equity interests of A1 Container for $16.9 million. This acquisitionexpanded the Group’s presence in Central and Eastern Europe.

Transactions costs

Transaction costs of the Target acquisition, Chard acquisition, Eurobras acquisition and the 2011acquisitions which are included in selling, general and administrative expenses in the consolidatedstatements of comprehensive income and in cash flows from operating activities in the consolidatedstatements of cash flows were $3,236 and $4,897 for the years ended December 31, 2013 and 2011,respectively. Transaction costs incurred as part of the Ausco acquisition are not separable from thetransaction costs incurred in the 2012 Refinancing, as defined in Note 18, and are included in cash flowsfrom financing activities in the consolidated statements of cash flows for the year ended December 31,2012.

Pro-forma effect of acquisitions

If the 2013 Target Logistics and Chard acquisitions, the 2012 Ausco acquisition, the Eurobras acquisitionand the 2011 acquisitions had taken place at the beginning of the year in which each acquisition wascompleted, respectively, the revenue, expenses and the net loss for the Group for the years endedDecember 31, 2013, 2012, and 2011 would have been as follows:

2013 2012 2011

Revenue $ 1,818,324 $ 1,823,926 $ 1,422,351Expenses (2,011,768) (2,279,656) (1,874,221)Net loss (193,444) (455,730) (451,870)

6. Revenue

Year ended December 31,2013 2012 2011

Leasing and services revenue:Modular space:

Rental income $ 850,596 $ 772,200 $ 759,569Services (principally delivery and installation) 255,363 260,596 247,331

Total modular space 1,105,959 1,032,796 1,006,900Remote accommodations 231,722 21,921 –Sales:

New units 416,214 329,336 265,763Rental units 44,766 63,286 80,919

$ 1,798,661 $ 1,447,339 $ 1,353,582

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

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7. Personnel expenses and employee benefits

Year ended December 31,2013 2012 2011

Wages and salaries $ 292,230 $ 266,347 $ 246,083Compulsory social security contributions 37,387 33,271 33,764Defined benefit plans 4,828 5,756 4,108Share-based payments – cash-settled 18,582 11,281 2,829Defined contribution and profit-sharing plans 5,240 5,426 3,483

$ 358,267 $ 322,081 $ 290,267

a) Defined contribution plan

For its US employees, the Group sponsors defined contribution benefit plans that have discretionarymatching contribution and profit-sharing features. In 2013, matching contributions paid by the Group tothese plans were $1,021 (2012: $986; 2011: $871). The Group did not contribute under the profit-sharingfeature during 2013, 2012 and 2011.

For its European operations the Group also sponsors defined contribution plans. The principal plans arelocated in the UK and France. In 2013, the total amount of contributions paid by the Group to these planswas $1,690 (2012: $1,261; 2011: $1,288).

b) Deferred compensation plan

The Group sponsors long service reward plans in France, Germany, Belgium and the Netherlands. AtDecember 31, 2013, the liability recognized in the consolidated statement of financial position in respectof these plans was $1,617 (2012: $1,566).

c) Defined benefit plans

The Group sponsors various post-employment defined benefit plans. The largest plans are located inFrance and Germany and are unfunded. In France, the plan provides for the payment of a lump sum atretirement, depending on service and final salary. At December 31, 2013, the liability in respect of theplan in France was $10,753 (2012: $8,066). In Germany, the plans are related to individual pensionpromises for certain top managers. At December 31, 2013, the liability in respect of those plans was$3,730 (2012: $3,570). At December 31, 2013, the liability in respect of defined benefit plans in variousother countries totaled $945 (2012: $931).

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

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8. Other income (expense), net

Year ended December 31,2013 2012 2011

Net gain (loss) on disposal of property, plant andequipment $ 559 $ (997) $ (1,863)

Reduction in Earnout Agreement liability 15,091 – –Other 133 (4,981) 88

$ 15,783 $ (5,978) $ (1,775)

9. Finance income and expense

Year ended December 31,2013 2012 2011

Interest income $ 566 $ 3,491 $ 4,879

Interest expense on financial liabilities measuredat amortized cost (254,114) (212,783) (202,730)

Interest expense on interest rate swap derivatives – (42,918) (54,382)Interest expense (254,114) (255,701) (257,112)

Foreign exchange gains 177,116 142,738 50,656Foreign exchange losses (201,075) (108,540) (33,913)Currency gains / (losses), net (23,959) 34,198 16,743

Change in fair value of interest rate swap derivatives – 24,358 21,172Other finance expense (3,102) (209) –Other finance income / (expense) (3,102) 24,149 21,172

Gain on extinguishment of debt 9,424 15,903 –Net finance expense recognized in profit or loss $ (271,185) $ (177,960) $ (214,318)

Gain on extinguishment of debt is more fully discussed in Note 18 and Note 27.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

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10. Income taxes

Income tax benefit (expense)

Year ended December 31,2013 2012 2011

Current tax expense $ (32,783) $ (26,108) $ (9,609)Deferred tax benefit 15,011 11,926 12,360Total income tax benefit (expense) $ (17,772) $ (14,182) $ 2,751

A reconciliation between tax expense and the product of accounting profit multiplied by the Company’sdomestic tax rate is as follows:

Year ended December 31,2013 2012 2011

Reconciliation of effective tax rateNet loss $(199,599) $(482,043) $ (454,060)Total income tax (expense) benefit (17,772) (14,182) 2,751Loss before income tax $ (181,827) $ (467,861) $ (456,811)

Income tax benefit (expense) at statutoryrates $ 53,128 29.22% $ 134,744 28.80% $ 131,562 28.80%

Effect of tax rates in foreign jurisdictions 1,356 0.75% 41,172 8.80% 20,008 4.38%Effect of change in tax rates 3,078 1.69% (468) -0.10% 1,325 0.29%Non -deductible expenses and amounts subject

to tax not recognized in income (33,184) -18.25% (50,389) -10.77% (2,924) -0.64%Income taxed in multiple jurisdictions (12,803) -7.04% (9,638) -2.06% (48,194) -10.55%Non-deductible goodwill impairment - 0.00% (81,174) -17.35% (84,419) -18.48%Change in recognition of prior year tax losses 9,519 5.24% (16,983) -3.63% 11,420 2.50%Current year losses for which no deferred tax

asset was recognized (9,781) -5.38% (22,691) -4.85% (15,120) -3.31%Change in unrecognized temporary differences (29,052) -15.98% (15,767) -3.37% (11,329) -2.48%Other adjustments (33) -0.02% 7,012 1.50% 422 0.09%

$ (17,772) -9.77% $ (14,182) -3.03% $ 2,751 0.60%

The statutory tax rate for the Company as a resident of Luxembourg was 29.22% for the year endedDecember 31, 2013 and was 28.80% for the years ended December 31, 2012 and 2011.

In 2013, the total tax expense includes $6.1 million arising from French legislation enacted at the end of2013 that resulted in the non-deductibility of certain previously deductible expenses. $2.0 million ofadditional tax expense was recorded related to the write off of previously recognized deferred tax assetsrelated to the Group’s Brazilian operations since it is not probable that such amounts will be recognized.In connection therewith, $16.3 million of deferred tax assets related to the Brazil 2013 operating losseswere not recognized. Separately, the 2013 tax expense reflects a tax benefit of $6.7 million related to the

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

34

recordation of previously unrecognized deferred tax assets in the UK, because it is now probable suchamounts will be recognized.

In 2012, the Group agreed to terms with a tax authority and settled audits for tax periods ending in 2007through 2008. The settlement allowed the Group to release certain reserves for uncertain tax positions inthe amount of $5.8 million and record deferred tax assets for the benefit of net operating losscarryforwards that, prior to the settlement, were not likely to be realized in the amount of $12.9 million.The settlement is considered a discrete item and accordingly, the Company recorded the entire $18.7million benefit from the settlement as an income tax benefit for the year ended December 31, 2012. As aresult of the acquisition of notes receivable from an entity which was part of Holdings prior to the 2012Refinancing, as defined in Note 18, the Group derecognized $5.5 million of a deferred tax asset andrecorded the amount in income tax expense in 2012.

Current tax assets and liabilities

The current tax payable of $6,746 (2012: $12,555) represents the amount of income taxes payable inrespect of the taxable profit for the period as well as tax liabilities related to uncertain tax positions. Thecurrent tax receivable of $2,531 (2012: $1,172) represents the amount of income taxes recoverable inrespect of current and prior periods.

At December 31, 2013 the Group had a net tax liability of $2,584 for tax contingencies related touncertain income tax positions (2012: $2,371).

Deferred tax assets and liabilities

Unrecognized deferred tax liabilities

Since 2011, the Group has concluded that the undistributed earnings of one of its US subsidiaries are nolonger considered reinvested for the foreseeable future, in order to allow greater flexibility in its cashmanagement. In connection therewith, the Group has recorded a deferred tax liability of $48.7 million atDecember 31, 2013 in connection with the unremitted earnings of the foreign subsidiary.

At December 31, 2013, deferred tax liabilities were not recognized for excess book basis differencesrelated to investments in subsidiaries of approximately $249,244. These basis differences consistprimarily of undistributed earnings which the Group does not expect to repatriate in the foreseeablefuture. Upon distribution of the earnings in the form of dividends or otherwise, the Group could besubject to additional income taxes. Determination of the deferred income tax liability on these unremittedearnings is not practicable because such liability, if any, depends on circumstance existing if and whenremittance occurs.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

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Unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following items:

December 31,2013 2012

Deductible temporary differences $ 216,416 $ 97,102Tax losses 1,584,794 1,547,981

$ 1,801,210 $ 1,645,083

Approximately $1,304,879 of the tax loss carryforwards have an indefinite carryforward period. Theremaining $279,915 of tax loss carryforward expires between the years 2014 and 2031. The availability ofthe tax losses to offset future income varies by jurisdiction. The deductible temporary differences do notexpire under current tax legislation. Deferred tax assets have not been recognized for these items becauseit is not probable that future taxable profit will be available to allow the Group to utilize the benefitsgenerated.

Recognized deferred tax assets and liabilities are attributable to the following at December 31:

Assets Liabilities Net2013 2012 2013 2012 2013 2012

Rental equipment and otherproperty, plant andequipment $ 263 $ 9,409 $ (371,406) $ (377,654) $ (371,143) $ (368,245)

Intangible assets 4,865 7,220 (94,239) (94,736) (89,374) (87,516)Inventories 1,303 1,435 (105) (12) 1,198 1,423Loans and borrowings 159,999 139,240 (4,278) (4,041) 155,721 135,199Employee benefit plans 17,901 6,497 (47) (86) 17,854 6,411Share-based payments 1,668 1,120 – (24) 1,668 1,096Provisions 11,282 15,344 – (61) 11,282 15,283Other items 2,351 1,039 (46,015) (38,022) (43,664) (36,983)Tax loss carry-forwards 97,017 117,924 – – 97,017 117,924Tax assets (liabilities) 296,649 299,228 (516,090) (514,636) (219,441) (215,408)Set off of tax (296,022) (296,243) 296,022 296,243 – –Net tax assets (liabilities) $ 627 $ 2,985 $ (220,068) $ (218,393) $ (219,441) $ (215,408)

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

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Movements in temporary differences during the year

December 31, 2013

Beginningbalance

Recognized inprofit or loss

Acquired inbusiness

combinationsRecognized

in equityEndingbalance

Rental equipment and otherproperty, plant andequipment $ (368,245) $ 14,137 $ (15,661) $ (1,374) $ (371,143)

Intangible assets (87,516) 14,946 (9,765) (7,039) (89,374)Inventories 1,423 (285) – 60 1,198Loans and borrowings 135,199 21,002 (5) (475) 155,721Employee benefit plans 6,411 11,659 – (216) 17,854Share-based payments 1,096 504 – 68 1,668Provisions 15,283 (3,465) 126 (662) 11,282Other items (36,983) (12,806) 2,870 3,255 (43,664)Tax loss carry-forwards 117,924 (30,681) – 9,774 97,017

$ (215,408) $ 15,011 $ (22,435) $ 3,391 $ (219,441)

December 31, 2012

Beginningbalance

Recognized inprofit or loss

Acquired inbusiness

combinationsRecognized

in equityEndingbalance

Rental equipment and otherproperty, plant andequipment $ (398,755) $ 38,362 $ (2,489) $ (5,363) $ (368,245)

Intangible assets (84,284) 7,574 (9,003) (1,803) (87,516)Inventories 247 1,142 – 34 1,423Loans and borrowings 52,243 (166) 83,720 (598) 135,199Employee benefit plans 8,793 (6,663) 1,913 2,368 6,411Share-based payments 325 778 – (7) 1,096Provisions (378) 14,468 3,691 (2,498) 15,283Other items (37,455) 5,243 (1,754) (3,017) (36,983)Tax loss carry-forwards 159,437 (48,812) – 7,299 117,924

$ (299,827) $ 11,926 $ 76,078 $ (3,585) $ (215,408)

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

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11. Rental equipment

The changes in the cost and depreciation and impairment losses for rental equipment were as follows:

2013 2012CostBalance at January 1st $ 3,045,482 $ 2,568,163Acquisitions through business combinations 169,019 359,001Additions 259,212 227,800Disposals (171,444) (141,753)Transfers to rental equipment held for sale and other movements (35,351) (22,416)Effect of movements in foreign exchange rates (32,146) 54,687Balance at December 31st $ 3,234,772 $ 3,045,482

Depreciation and impairment lossesBalance at January 1st $ (1,132,800) $ (885,715)Acquisitions through business combinations – (39,667)Depreciation (242,042) (237,924)Disposals 144,936 98,323Impairment losses (8,357) (41,546)Transfers to rental equipment held for sale and other movements 32,885 (1,553)Effect of movements in foreign exchange rates (13,786) (24,718)Balance at December 31st $ (1,219,164) $ (1,132,800)

2013 2012Carrying amountsAt January 1st $ 1,912,682 $ 1,682,448At December 31st $ 2,015,608 $ 1,912,682

December 31, 2011Beginning

balanceRecognized inprofit or loss

Recognizedin equity

Endingbalance

Rental equipment and other property, plantand equipment $ (425,564) $ 9,614 $ 17,195 $ (398,755)

Intangible assets (97,073) 3,542 9,247 (84,284)Inventories – 266 (19) 247Loans and borrowings 39,843 14,645 (2,245) 52,243Employee benefit plans 7,962 2,253 (1,422) 8,793Share-based payments 656 (332) 1 325Provisions 5,209 (7,983) 2,396 (378)Other items (23,276) (10,477) (3,702) (37,455)Tax loss carry-forwards 174,190 832 (15,585) 159,437

$ (318,053) $ 12,360 $ 5,866 $ (299,827)

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

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Included in rental equipment are certain assets under finance leases. As of December 31, 2013, assetsunder finance leases were $34,045 (2012: $22,121) and accumulated depreciation related to assets underfinance leases was $12,944 (2012: $12,449).

During 2013, the Group impaired certain assets in rental equipment in the amount of $11.8 million. TheGroup has determined that these assets will no longer be rented and are held for sale or were scrapped.

During 2012, the Group’s Iberia long-lived asset group experienced a significant decrease in theutilization of its rental equipment as a result of the continued poor economic environment of the region.As a result, the Group performed an evaluation of the recoverability of the Iberia long-lived assets groupcompared to its estimated recoverable amount. The value of the Iberia long-lived assets group was $41.6million less than the recoverable amount. Accordingly, the Group recorded impairment losses of $41.6million on certain assets in rental equipment and property, plant and equipment.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

39

12. Other property, plant and equipment

The changes in cost and depreciation and impairment losses were as follows:

Land andbuildings

Other property,plant andequipment Total

CostBalance at January 1, 2012 $ 250,981 $ 107,982 $ 358,963

Acquisitions through business combinations 17,451 15,397 32,848Additions 7,521 11,917 19,438Disposals (5,871) (4,792) (10,663)Other movements (10,209) 1,328 (8,881)Effect of movements in foreign exchange rates 4,482 2,110 6,592

Balance at December 31, 2012 264,355 133,942 398,297Acquisitions through business combinations 2,988 228 3,216Additions 6,751 13,932 20,683Disposals (11,447) (7,461) (18,908)Other movements (2,154) 2,138 (16)Effect of movements in foreign exchange rates 3,830 (2,033) 1,797

Balance at December 31, 2013 $ 264,323 $ 140,746 $ 405,069

Depreciation and impairment lossesBalance at January 1, 2012 $ (78,364) $ (71,887) $ (150,251)

Acquisitions through business combinations (1,759) (2,071) (3,830)Depreciation (10,850) (11,641) (22,491)Disposals 2,845 4,462 7,307Impairment losses (4,532) – (4,532)Other movements 5,183 1,351 6,534Effect of movements in foreign exchange rates (1,713) (1,729) (3,442)

Balance at December 31, 2012 (89,190) (81,515) (170,705)Depreciation (10,642) (11,589) (22,231)Disposals 4,570 7,207 11,777Other movements 3,038 (2,503) 535Effect of movements in foreign exchange rates (2,355) (865) (3,220)

Balance at December 31, 2013 $ (94,579) $ (89,265) $ (183,844)

Carrying amountsAt January 1, 2012 $ 172,617 $ 36,095 $ 208,712At December 31, 2012 $ 175,165 $ 52,427 $ 227,592At December 31, 2013 $ 169,744 $ 51,481 $ 221,225

Included in other property, plant and equipment are certain assets under finance leases. As ofDecember 31, 2013, assets under finance leases were $13,104 (2012: $15,223) and accumulateddepreciation related to assets under finance leases was $7,842 (2012: $10,049).

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

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In 2011, the Group changed its future plans for certain assets in property, plant and equipment.Accordingly, the Group reviewed the value of these assets based on the projected future use and recorded$10.3 million of impairment losses.

13. Intangible assets

GoodwillCustomer

relationshipsTradenames

Softwareand otherintangible

assets TotalCostBalance at January 1, 2012 $ 1,472,483 $ 169,660 $ 125,013 $ 47,831 $ 1,814,987

Acquisitions through businesscombinations 413,140 64,995 22,338 – 500,473

Additions – – – 4,622 4,622Disposals – – – (182) (182)Other – – – 948 948Effect of movements in foreign exchange

rates 11,459 (2,235) 318 530 10,072Balance at December 31, 2012 1,897,082 232,420 147,669 53,749 2,330,920

Acquisitions through businesscombinations 117,628 22,141 19,300 11,691 170,760

Additions – – – 6,942 6,942Disposals – – – (186) (186)Other – – – 733 733Effect of movements in foreign exchange

rates (37,118) (7,856) (2,966) 893 (47,047)Balance at December 31, 2013 $ 1,977,592 $ 246,705 $ 164,003 $ 73,822 $ 2,462,122

Amortization and impairment lossesBalance at January 1, 2012 $ (693,392) $ (56,276) $ – $ (29,958) $ (779,626)

Acquisitions through businesscombinations – (30,454) – – (30,454)

Amortization charge for the year – (26,054) – (1,899) (27,953)Impairment losses (255,110) – – – (255,110)Disposals – – – 183 183Other – – – 14 14Effect of movements in foreign exchange

rates (3,407) 3,556 – (4,661) (4,512)Balance at December 31, 2012 (951,909) (109,228) – (36,321) (1,097,458)

Amortization charge for the year – (32,836) – (7,725) (40,561)Disposals – – – 185 185Impairment losses (27,271) – – – (27,271)Other – – – 300 300Effect of movements in foreign exchange

rates (4,949) 6,285 – (816) 520Balance at December 31, 2013 $ (984,129) $ (135,779) $ – $ (44,377) $ (1,164,285)

Carrying amountsAt January 1, 2012 $ 779,091 $ 113,384 $ 125,013 $ 17,873 $ 1,035,361At December 31, 2012 $ 945,173 $ 123,192 $ 147,669 $ 17,428 $ 1,233,462At December 31, 2013 $ 993,463 $ 110,926 $ 164,003 $ 29,445 $ 1,297,837

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

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41

As of December 31, 2013, the weighted average remaining useful life of the customer relationships was6.1 years.

The Williams Scotsman trade name in the US, Canada and Mexico, the Target trade name in the US andthe Ausco trade name in Australia are the only intangible assets with indefinite useful lives.

Impairment test for goodwill

In general, the allocation and subsequent monitoring of goodwill follows a grouping of CGU’s bygeographic area.

Carrying amount of goodwill and trade name allocated to significant groups of CGU’s follows (inmillions):

Carrying amount of goodwill

Carrying amount of tradenames with indefinite useful

livesDecember 31, December 31,

2013 2012 2013 2012

US $ 62.0 $ 62.0 $ 106.3 $ 106.3Canada 131.0 131.0 17.5 17.5Target 117.6 – 19.3 –Asia Pacific 344.9 396.7 19.7 22.7France / Italy 207.9 199.5 – –Other 130.1 156.0 1.2 1.2Total $ 993.5 $ 945.2 $ 164.0 $ 147.7

At December 31, 2013 and 2012, accumulated impairment losses on goodwill were $984.1 million and$951.9 million, respectively.

2013 Impairments: The Group recognized goodwill impairment in 2013 associated with the Brazil CGUof $27.3 million as a result of a decline in operating results and a reevaluation of future growth.

2012 Impairments: The Group recognized goodwill impairment in 2012 associated with the US and UKCGUs of $169.4 million and $83.8 million, respectively. The US CGU impairment was a result ofcontinued declines in operating results associated with the prolonged recovery of the economic downturnthat began in 2008. The UK CGU impairment also resulted from a decrease in operating resultsassociated with slower than anticipated recovery from the global economic downturn which led to a lowerrecoverable amount. The Group also recognized a goodwill impairment of $1.9 million in Eastern andNorthern Europe due to economic and market conditions in the region.

2011 Impairments: In 2011, the Group recognized goodwill impairment associated with the US CGU of$185.0 million. This impairment was a result of declines in operating results associated with theprolonged recovery of the economic downturn that began in 2008. The Group recorded a goodwill

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impairment associated with the UK CGU of $71.0 million resulting from a decrease in the operatingresults which led to a lower recoverable amount. The Group also recognized goodwill impairmentassociated with the Iberia CGU of $17.7 million. The Iberia CGU was impacted by regional economicissues which resulted in lower operating results and negatively impacted recoverable amount. Thisimpairment resulted in the carrying value of Iberia’s goodwill being reduced to zero. In addition, theGroup recognized a goodwill impairment of $2.0 million in Eastern and Northern Europe due toeconomic and market conditions in the region.

In 2013, all CGUs’ recoverable values, with the exception of the Brazil and Target CGUs, werecalculated using fair value less cost to sell. For the 2013 impairment test, revenue and EBITDA multipleswere calculated by deriving and averaging the current year observed multiple and the 2014 forwardmultiple of the market participant comparables. Each CGUs revenue and EBITDA multiples wereadjusted to give consideration to economic uncertainties that create risk within such CGU. The 2013revenue multiples and EBITDA multiples were applied to each CGUs actual 2013 revenue and EBITDAto determine fair value. The 2014 revenue multiples and EBITDA multiples were applied to each CGUsprojected 2014 revenue and EBITDA to determine fair value. An average of the 2013 and 2014 revenueand EBITDA fair value calculations as described above was taken to determine the recoverable amount ofeach CGU. Revenue multiples ranged from 1.25x to 3.25x for 2013 and 1.00x to 2.75x for 2014.EBITDA multiples ranged from 5.50x to 14.00x for 2013 and 5.50x to 11.50x for 2014.

In 2012, the recoverable amounts for the US, France/Italy, and Asia-Pacific CGUs were calculated usingfair value less cost to sell. For the 2012 impairment test, EBITDA multiples were calculated by derivingand averaging the current year observed multiple, the 2013 forward multiple and the 2014 forwardmultiple of the market participant comparables. For certain geographic regions where economicuncertainty creates higher risk, additional adjustments were applied to give consideration to these risks.The 2012 calculated EBITDA multiples ranged from an average multiple of 6.2x to 9.9x. These multipleswere applied to each CGU’s actual 2012 EBITDA, 2013 projected EBITDA and 2014 projectedEBITDA.

Key assumptions used in fair value less costs to sell calculations

The calculation of fair value less costs to sell is most sensitive to the following assumptions:

Revenue Multiple – The revenue multiple calculated is based upon market participant comparableswith derived multiples of revenue that are used to develop an estimate of value for the CGU. Themarket participant comparables were companies operating in North America, Europe, Latin Americaand Asia Pacific that management believes are peer companies based on industry, geographic reachand financial metrics.

EBITDA Multiple – The EBITDA multiple calculated is based upon market participant comparableswith derived multiples of EBITDA that are used to develop an estimate of value for the CGU. Themarket participant comparables used were companies operating in North America, Europe, LatinAmerica and Asia Pacific that management believes are peer companies based on industry,geographic reach and financial metrics.

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Cost to Sell – The fair value is adjusted for a 1.5% estimate of cost to sell. This estimate is based uponmanagement’s experience of other similar transactions in the industry.

The following is the recoverable amount developed using the fair value less costs to sell calculation in2013 (in millions):

RecoverableAmount

United States $ 934.6Canada 775.8Asia Pacific 923.4France /Italy 482.5Others 990.1

Sensitivity of fair value less costs to sell calculations

The estimates of fair value less costs to sell are sensitive to actual and estimated EBITDA for eachCGU and factors which can impact the EBITDA multiple derived from the market participantcomparables such as actual performance, market expectations and investor outlook.

Key assumptions used in value in use calculations

The calculation of value in use is most sensitive to the following assumptions:

Cash flow projections – Management has projected cash flows based on financial budgets andforecasts over a five year period.

Growth rate – The growth rate was determined by management in consideration of external sourcesof information, such as industry research and government studies. A growth rate was used toextrapolate cash flow projections beyond the cash flow projection periods. The growth rate forCGU’s where the recoverable value was determined by value in use ranged from 3.0% to 4.0% (2012:3.5%).

Discount rate – Discount rates were determined by calculating the weighted average cost of capital,which required an analysis of the cost of equity and the cost of debt adjusted for geographic specificrisk factors. The discount rates varied by geography with the higher rates used in those geographieswith higher economic volatility. A discount rate ranging from 12.0% to 14.5% (2012: 9.5% to15.0%) was utilized in cash flow projections for CGU’s where recoverable amount was determinedby value in use.

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The following is the recoverable amount developed using the value in use calculation in 2013 (inmillions):

RecoverableAmount

Target $ 328.8Other 53.5

In 2012, the recoverable amount for the Canada, UK, Brazil and Mexico CGUs were determined based onthe value in use.

Sensitivity of value in use calculations

The estimates of value in use as determined by the calculation of the discounted cash flows aresensitive to changes in the growth rate and discount rate, and factors which can impact these rates,such as the capital structures derived from the market participant comparables, actual performance,market expectations and investor outlook. For the Brazil CGU, a decline in growth rate, increase indiscount rate or lower future projected cash flows would result in an additional impairment ofgoodwill. Remaining goodwill associated with the Brazil CGU is $12.1 million.

Impairment test for trade names

The recoverable amounts of trade names were determined based on a value in use calculation using therelief from royalty method. This method is used to estimate the cost savings that accrue to the owner of anintangible asset who would otherwise have to pay royalties or license fees on revenues earned through theuse of the asset. The royalty rate was derived using a traditional profit split analysis looking at splits ofearnings before interest and taxes (“EBIT”). Using this method, EBIT calculated splits of profits derivedfrom the trade names only were estimated. The trade names were ascribed royalty rates of 0.8%(Australia), 2.0% (Target) and 3.5% (US), which were further supported by comparable third partylicensing agreements. No trade names were impaired as a result of the impairment test.

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14. Financial assets and liabilities

December 31,2013 2012

Current assetsAt amortized cost:

Loans and receivables due from affiliates $ 1,334 $ -Restricted cash 3,646 -Receivable from escrow account 2,930 -

$ 7,910 $ -Non-current assetsAt amortized cost:

Loans and receivables $ 6,633 $ 7,198Receivable from escrow account 13,409 23,915

$ 20,042 $ 31,113

Current liabilitiesAt amortized cost:

Bank overdrafts $ 6,467 $ 4,708Loans and payables due to affiliates 3,933 4,023

$ 10,400 $ 8,731

The Group’s exposure to credit, currency and interest rate risks related to other investments is disclosed inNote 24.

Fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of financialinstruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2: other techniques for which all inputs which have a significant effect on the recorded fairvalue are observable, either directly or indirectly

Level 3: techniques which use inputs which have a significant effect on the recorded fair value thatare not based on observable market data

At December 31, 2013 and December 31, 2012, the Group did not hold any financial instrumentsmeasured at fair value.

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15. Inventories

The classification of inventories at the end of each year was as follows:

2013 2012

Raw materials and consumables $ 33,841 $ 32,698Work in progress 4,953 12,429Finished goods 9,370 11,702Rental equipment held for sale 3,181 11,911

$ 51,345 $ 68,740

In 2013 raw materials, consumables and changes in finished goods and work in progress recognized ascost of revenues amounted to $203,206 (2012: $165,502).

16. Prepaid expenses and other current assets

Prepaid expenses and other current assets at the end of each year include the following:

2013 2012

Prepaid insurance $ 3,352 $ 3,484Costs in excess of billing 4,166 3,898Prepaid taxes 4,242 6,876Deferred leasing cost 3,565 6,781Prepaid rent 2,658 3,439Property, plant and equipment held for sale - 4,524Receivables under finance lease 3,700 2,639Current tax assets 2,531 1,172Other prepaid expenses 20,434 16,853

$ 44,648 $ 49,666

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17. Construction contracts

December 31,2013 2012

Construction in progress at the reporting dateConstruction costs incurred plus profits less losses recognized to

date $ 172,526 $ 106,424Less: Progress billings (141,953) (92,896)

$ 30,573 $ 13,528

Recognized and included in the financial statements asamounts due:

From customers under construction contracts $ 36,409 $ 22,965To customers under construction contracts (5,836) (9,437)

$ 30,573 $ 13,528

Retentions held by customers for contract work $ 1,166 $ 880Advances received from customers for contract work $ 1,300 $ 2,146

The Group recognized $219,651 in construction contract revenue in 2013 (2012: $114,712; 2011:$81,587) of which $218,604 was recognized using the percentage of completion method (2012:$114,052; 2011: $77,111).

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18. Loans and borrowings

For more information about the Group’s exposure to interest rate, foreign currency and liquidity risk, seeNote 24.

Debt outstanding – December 31, 2013 (the carrying amount includes deferred financing fees)

December 31, 2013 December 31, 2012

Debt DescriptionNominal

Interest RateYear of

Maturity PrincipalCarryingAmount Principal

CarryingAmount

Senior secured notes – USD 8.50% 2018 $ 1,075,000 $ 1,063,521 $ 1,075,000 $ 1,061,928Senior secured notes – EURO 9.00% 2018 377,903 374,121 362,696 358,291Senior unsecured notes – USD 10.75% 2019 745,000 742,534 745,000 742,359ABL facility - USD varies 2017 564,965 552,380 383,130 371,865ABL facility – CAD varies 2017 79,450 76,772 70,470 67,398ABL facility – GBP varies 2017 163,029 160,122 186,005 181,537ABL facility – EURO varies 2017 – – 5,334 5,335ABL facility - AUD varies 2017 96,741 93,221 116,752 113,428Other debt 45,675 45,675 2,879 2,879Finance lease liabilities 12,979 12,979 6,176 6,176Total loans and borrowings $ 3,160,742 $ 3,121,325 $ 2,953,442 $ 2,911,196

Classification - loans andborrowings: Current Non-current Current Non-current

Senior secured notes $ – $ 1,437,642 $ – $ 1,420,219Senior unsecured notes – 742,534 – 742,359ABL facility – 882,495 – 739,563Other debt 2,398 43,277 976 1,903Finance lease liabilities 7,304 5,675 4,278 1,898Total loans and borrowings $ 9,702 $ 3,111,623 $ 5,254 $ 2,905,942

On October 11, 2012, the Group completed a refinancing of its loans and obligations (the “2012Refinancing”). As part of the 2012 Refinancing, the Group (i) issued approximately $2.2 billion inaggregate principal amount of senior secured and senior unsecured notes, (ii) entered into a five yearmulticurrency asset–based revolving credit facility (the “ABL Revolver”) with a maximum availability ofthe equivalent of $1.2 billion and borrowed the equivalent of $713.3 million under the ABL Revolver,(iii) repaid $2.3 billion of secured bank facilities, (iv) exchanged shares of Holdings to extinguish $719.7million principal of secured bank facilities and Senior B3 debt and (v) terminated existing interest rateswap agreements for a cash payment of $78.9 million. Substantially concurrent with the 2012Refinancing, the Group completed the acquisition of 100% of the ownership of Ausco from TDR inexchange for shares of Holdings. At the time of the acquisition of Ausco, $357.0 million of Ausco debtwas also repaid. In addition, certain other indebtedness with related parties was eliminated through thecontribution of the entities holding this debt to the Group by Holdings. Where shares of Holdings wereused to effect the above transactions, Holdings further contributed the debt or asset to the Group throughthe Group’s share capital.

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During the 2012 Refinancing, the Group, through a newly formed subsidiary, issued $1,075.0 million (the“USD tranche”) and €275.0 million (the “EURO tranche”) of fixed rate senior secured notes due October15, 2018 (the “Senior Secured Notes”). The Group, through the newly formed subsidiary, also issued$745.0 million of fixed rate senior unsecured notes due October 15, 2019 (the “Senior Unsecured Notes”).The Senior Secured Notes and Senior Unsecured Notes bear interest payable semi-annually. Certain ofthe Company’s subsidiaries organized in Australia, Canada, Hungary, New Zealand, the UK, the US,France, Germany, Luxembourg and Spain guarantee the Senior Secured Notes.

Certain of the Company’s subsidiaries in the US, Canada, the UK, Australia and New Zealand areborrowers (the “Borrowers”) under the ABL Revolver. The amount which the Group can borrow is basedon a defined formula of available assets, principally tangible assets calculated monthly (the “borrowingbase”). The ABL Revolver is secured by a first lien on these tangible assets which comprise substantiallyall rental equipment, property, plant and equipment and trade receivables in the US, Canada, the UK,Australia and New Zealand. The borrowing base at December 31, 2013 was the equivalent of $1,134.3million. The ABL Revolver includes certain financial covenants, a leverage ratio and a fixed chargecoverage ratio, calculated on a Group level. These financial covenants are only subject to monitoring inthe event that the Group’s borrowings under the ABL have exceeded 90% of the available facility.Remaining availability under the ABL Revolver was $206.9 million prior to consideration of the 90%covenant threshold and $86.9 million after consideration of the 90% covenant threshold at December 31,2013. The Group expects to have greater than 10% availability under the borrowing base in 2014; assuch, the Group does not expect to be subject to the financial covenants.

Borrowings under the ABL Revolver bear interest payable on the first day of each quarter for thepreceding quarter at a variable rate based on LIBOR or another applicable regional bank rate plus amargin. The margin varies based on the amount of total borrowings under the ABL Revolver with themargin increasing as borrowings increase. At December 31, 2013, the weighted average interest rate forborrowings under the ABL Revolver was 3.36%. The ABL Revolver requires the payment of an annualcommitment fee on the unused available borrowings of between 0.25% and 0.5% per annum. AtDecember 31, 2013, the Group had issued letters of credit under the ABL Revolver in the amount of$23.3 million in support of insurance programs in the US and performance guarantees in Australia and inthe UK. Letters of credit and bank guarantees carry fees of 2.625% of the outstanding balance and reducethe amount of available borrowings.

The proceeds from the Senior Secured Notes, Senior Unsecured Notes and the ABL Revolver were usedto repay $2,367.7 million principal and interest of secured bank facilities, repay the indebtedness ofAusco in the amount of $356.6 million, terminate and pay the Group’s interest rate swap obligation of$78.9 million and pay financing fees of $67.2 million. The remaining obligations of the Group (the$215.5 million of the secured bank facilities, $315.8 million of Senior B3 and $188.6 million of Senior D)under its secured bank facilities were exchanged for equity of Holdings. Obligations of the Group owed toaffiliates ($310.3 million) were eliminated by conversion to equity.

The Group determined under IAS 39, Financial Instruments, Recognition and Measurement, that the2012 Refinancing was a debt extinguishment of the Senior Facilities Agreement (“SFA”) and the

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Mezzanine Facility Agreement (“MFA”) that the Group entered on October 6, 2007 and restructured onDecember 22, 2009. The Group recorded a gain on extinguishment of debt of $15,903. This gain iscomprised of the gain related to the exchange of debt for equity of $66,173, as a result of the fair value ofequity given up being less than the carrying value of the debt exchanged; the write off of $42,351 offinancing expenses for the 2012 Refinancing attributable to lenders who participated in the SFA and MFAand are also lenders under the new agreements; and the write-off of $7,919 for Ausco’s unamortizeddeferred financing fees associated with debt that was repaid in the 2012 Refinancing.

Fair Value of Considerations in the 2012 Refinancing

In connection with the 2012 Refinancing, Holdings issued shares and convertible preferred equitycertificates convertible into shares to existing and current debt holders. The Group issued 122,529,778shares to Holdings in exchange for the extinguishment of senior secured bank facilities in the UK, SeniorD debt, and Senior B3 debt. The fair value of the Company’s shares issued as part of the 2012Refinancing has been determined based upon the equity instruments given up by Holdings.

Holdings issued 12,318,840 in ordinary shares and 2,597,543 in convertible preferred equity certificatesto previous debt holders for the contribution of the secured bank facilities of $215.5 million in the UK.Holdings issued 8,143,490 ordinary shares and 8,143,490 convertible preferred equity certificates toprevious debt holders for the contribution of Senior D debt of $188.6 million. Holdings issued 5,590,009of ordinary shares to previous Senior B3 debt holders. The issuance of these shares resulted in a gain onextinguishment of debt being recorded as the fair value of the equity given up was less than the carryingvalue of the debt exchanged.

Additionally, Holdings issued 23,374,332 in ordinary shares to TDR in exchange for the contribution ofSenior B3 debt of $315.8 million. The exchange of the Senior B3 debt held by TDR for equity ofHoldings was recorded as a transaction among entities under common control, thus no gain onextinguishment of debt was recorded. The gain on extinguishment recognized at the Holdings level wascarried down to the Group’s consolidated financial statements.

The value of the ordinary shares of Holdings was based upon the total implied equity determined by fairvalue less cost to sell using the guideline public company method in conjunction with the valuation of theGroup’s CGU Groups for the purpose of testing goodwill for impairment. Accordingly, for assumptionsregarding EBITDA, EBITDA multiple and cost to sell, see Note 13. As the shareholders exchanging debtfor equity other than TDR are minority shareholders, no control premium was included in the share priceused to determine the gain on extinguishment of debt.

The convertible preferred equity certificates issued were determined to have an equivalent fair value toordinary shares as they are convertible at the option of the holder with the same rights and privileges asother holders of that class of stock. The convertible preferred equity certificates were converted intoordinary shares of Holdings in 2013.

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2013 ABL Amendment

On December 19, 2013, the Borrowers entered into an amendment and restatement of the ABL Revolverwhich provides for an upsizing of the credit facility (“ABL Amendment”) subject to the repayment ofcertain other third-party debt obligations. On an aggregate basis, the ABL Revolver’s capacity increasedfrom $1.2 billion to $1.355 billion with the entire increase being isolated to the US. The ABL Revolver,as amended, also provides, among other things, that Target and its subsidiaries and Chard may, at theoption of the Company and upon the termination of certain borrowings, become Borrowers and have theirassets included in the applicable borrowing base calculations. In January 2014, the borrowing baseincreased approximately $100 million as a result of the ABL Amendment and the inclusion of Target andChard assets in the borrowing base.

Other

The Group’s other debt was primarily associated with financing provided for equipment in which theequipment serves as collateral for the borrowings. As discussed above, the Group repaid this financing ofequipment in January 2014, which has allowed Target to become a borrower under the ABL Revolver.The Company recorded this debt as non-current at December 31, 2013, although a portion of the debt wasdue to mature in 2014 due to the Company’s the intent and ability as of December 31, 2013 to refinancethe current portion of the debt on a long-term basis as evident by Target becoming a borrowing under theABL Revolver.

The Group is obligated under non-cancelable leases for certain equipment, vehicles and parcels of land.The approximate future minimum rental payments and the present value of minimum payments forfinancing lease obligations at December 31, 2013 and 2012 are disclosed in Note 24.

Prior to the 2012 Refinancing, the Group had interest rate swap agreements in place with a notionalamount of USD 685,000 set to expire on December 22, 2013. Under the swaps, the Group paid a fixedrate of interest of 4.445% and received a variable rate equal to USD LIBOR on the notional amount withsettlement quarterly. The Group had interest rate swap agreements in place with a notional amount of€755,000 set to expire on December 22, 2013. Under the swaps, the Group paid a fixed rate of interest of3.735% and received a variable rate equal to EURIBOR on the notional amount with settlement quarterly.All existing interest rate swap agreements were settled through cash payment at the time of the 2012Refinancing.

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19. Provisions

Warranties Insurance Legal Other Total

Balance at January 1, 2013 $ 10,555 $ 8,655 $ 2,970 $ 38,214 $ 60,394Acquisitions through business

combinations – – 887 29,265 30,152Provisions made during the

period 3,205 10,580 777 26,576 41,138Provisions used during the

period (2,168) (11,364) (437) (27,678) (41,647)Provisions reversed during the

period (3,619) (6) (528) (1,095) (5,248)Reduction in the Earnout

Agreement liability – – – (15,091) (15,091)Other 338 (694) (23) (13,266) (13,645)Balance at December 31, 2013 $ 8,311 $ 7,171 $ 3,646 $ 36,925 $ 56,053

Current $ 2,963 $ 7,171 $ 3,577 $ 6,710 $ 20,421Non-current 5,348 – 69 30,215 35,632

Warranties

The provision for warranties relates mainly to the modular space units sold and rented. The provision isbased on estimates made from historical warranty data associated with similar products and services.

Insurance

The Group maintains insurance coverage for its operations and employees with aggregate, per occurrenceand deductible limits deemed by management to be necessary or prudent based upon current operationsand historical experience. These coverages generally have high deductible amounts.

The Group expenses the deductible portion of all individual claims. However, the Group generally doesnot know the full amount of its exposure under the deductible in connection with any particular claimduring the fiscal period in which the claim is incurred and therefore must make an estimated accrual forthe deductible expense. The Group makes these accruals based on a combination of the claims review byits staff and insurance companies. Periodically the accrual is reviewed and adjusted based on the Group’sloss experience. Judgment is required in developing the estimates of amounts to be accrued. In addition,the Group’s estimated accruals will change as further loss experience is developed. All of these factorshave the potential to significantly impact the amount the Group has previously reserved in respect of itsestimated deductible expenses, and therefore the Group may be required to increase or decrease amountspreviously accrued in future periods.

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Legal

The Group is involved in various lawsuits and claims arising in the ordinary course of its business. TheGroup assesses these matters on a case-by-case basis and provisions are recorded for the matters in whichthe future payment by the Group is more likely than not and can be measured reliably. See Note 25 foradditional information on the Group’s legal claims.

Other provisions

Other provisions principally include provisions relating to the Group’s restructuring plans, indemnifiedmatters associated with acquisitions and the Earnout Agreement associated with the Target acquisition.

At December 31, 2013, other provisions included $10,797 of remaining provisions incurred under theGroup’s restructuring plans. In 2013, a provision of $24,322 (2012: $9,016; 2011: $11,952) was made tocover the costs associated with restructuring plans designed to streamline operations and reduce costs.Estimated restructuring costs relate primarily to the Group’s European operations, most significantly inFrance, Spain, Germany and the UK, and consist mainly of employee termination benefits in 2013 of$9,758 (2012: $5,703; 2011: $5,656) as well as termination of lease costs of $14,564.

Other provisions also include $13,409 at December 31, 2013 associated with the acquisition of Eurobraswhere settlement will be funded by the portion of the purchase price placed in an escrow account.

In connection with the Target acquisition, the Group recorded a liability associated with the EarnoutAgreement of $21,658 which is classified in other provisions. During 2013, the Group reduced theEarnout Agreement provision to $6,567 and recorded the $15,091 reduction in the liability in otherincome (expense), net on the Group’s consolidated statement of comprehensive income.

At December 31, 2013, the following key assumptions, which represent unobservable inputs, wereutilized in developing the contingent consideration liability:

Unobservable Inputs RangeEBITDA volatility 35.0%Discount rate 21.4%Exit multiple 12.0xEstimated years (Term) to exit 1.00 – 2.50

An increase in the exit multiple of 1.0x at December 31, 2013 would result in an increase in the fair valueof the contingent consideration of $2.2 million.

The above assumptions represent management’s best estimate as of December 31, 2013. The EarnoutAgreement liability will be revalued at each reporting date with all key assumptions updated for thecurrent estimates.

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20. Trade, other payables and accrued expenses

December 31,2013 2012

Trade payables due to third party suppliers $ 157,803 $ 201,159Non-trade payables and accrued expenses 137,971 103,331

$ 295,774 $ 304,490

21. Deferred revenue and customer deposits

The movement in deferred revenue during the year and the amount of customer deposits was as follows:

December 31,2013 2012

Deferred revenueBalance at January 1 $ 35,090 $ 28,841Acquisitions through business combinations 28,091 –Deferred during the year 81,142 64,241Released to the statement of comprehensive income (89,444) (58,372)Effect of movements in foreign exchange rates 439 380Balance at December 31 $ 55,318 $ 35,090

Current $ 52,978 $ 35,090Non-current $ 2,340 $ –

Customer depositsCurrent $ 12,430 $ 9,267Non-current $ 3,375 $ –

22. Capital and reserves

Subscribed capital

The following movement occurred during the year in total ordinary shares:

2013 2012

Balance at January 1 213,289,086 90,759,308Issue of shares for non-cash consideration - 122,529,778Balance at December 31 213,289,086 213,289,086

As part of the 2012 Refinancing, the Company issued 122,529,778 shares with a per share par value of €1to Holdings for non cash considerations. The Company issued 122,529,775 shares to Holdings for thecontribution of the Senior B3 debt receivables, one share to Holdings for the acquisition of

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Algeco/Scotsman Global Finance Holding S.à r.l,, one share to Holdings for the contribution of the SeniorD debt receivables and one share of Holdings for the contribution of the Senior E and Mezzanine debtreceivables.

During the quarter ended December 31, 2013, the Company recapitalized the ordinary shares of theCompany into ten classes of alphabet shares (Classes A-J). Each shareholder’s percentage of ownershipdid not change as a result of the recapitalization of the Company’s ordinary shares, but each class ofalphabet shares has different dividend rights attached to them. The Company also changed the par valueof its shares from Euro to USD. Each Euro share was exchanged for a USD share. The difference inshare capital in Euros compared to the share capital in USD was allocated to share premium in the amountof $77,637.

The Company’s issued and outstanding shares are pledged to secure the obligations of AS PIK under thePIK Debt.

Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of theconsolidated financial statements of foreign operations.

Legal reserve

Under Luxembourg law, 5% of the net profit of the year must be allocated to a legal reserve until suchreserve equals 10% of the issued share capital. This reserve is not available for dividend distribution. Byresolution, the Company reduced the legal reserve to $2 in 2009.

23. Share-based payments

The Group implemented a management incentive plan (the “Plan”) in October 2010. Participants in thePlan include participants in a previous plan who exchanged shares in that plan for B and/or D shares inthe Plan and new participants (“Joiners”) who received C or E shares. These participants received sharesof Algeco Scotsman Management S.C.A. (“ASM”), a subsidiary of Holdings.

Participants in the Plan are entitled to a payout, the amount of which depends on the Enterprise Value(“EV”) of the Group at Exit, as defined in the Subscription and Shareholders Deed (“ShareholderAgreement”). Exit is defined as a change of control in the Group. The payout increases as the EVincreases and is payable in either cash or shares depending on the level of EV. The Group has concludedthat the most likely payout will be principally in cash and that this payout will most likely be madedirectly by the Group. Therefore, the share-based payment awards under the Plan are considered to becash-settled awards of the Group.

The fair values of the share-based payment awards as of the grant date were determined using a MonteCarlo simulation (a Level 3 technique) to estimate the EV upon an Exit Event and therefore the amount ofthe payout. The EV upon an Exit Event is based on the total implied equity of the group at themeasurement date determined by the fair value less cost to sell using the guideline public company

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method projected forward to an estimated Exit Event date. EBITDA multiples were calculated byderiving and averaging the current year observed multiple, the 2013 forward multiple and the 2014forward multiple of the market participant comparables. Other key estimates in the determination of thefair value of the share-based payment awards at each measurement date are estimated time to an ExitEvent, discounts or premiums for lack of transferability, forfeitures for employees who leave the Groupand discounts for time value.

Participants with B shares vested in their benefit over three years beginning January 1, 2010 and werefully vested at December 31, 2012. Joiners who have C shares or E shares vest over four years beginningJanuary 1, 2010 or from the date of employment or promotion, whichever is later. Other than the payout,holders of shares of ASM have no rights and all shares of ASM are cancelled upon payout. At eachreporting date, the estimated fair value of the awards is determined. Expense for the period is comprisedof the amortization of the initial expense for current period vesting and adjustments to previouslyrecorded expense for changes in the estimate of the fair value of the award. While expense will primarilybe recognized over the vesting period, the estimate of the fair value of the awards will be updated at eachreporting date until payout. Changes in the estimate of the fair value will result in changes to thecumulative expense recognized subsequent to the vesting dates.

Fair value of the awards under the Plan using the Monte Carlo simulation was calculated using a range ofkey assumptions as follows:

December 31, 2013 December 31, 2012 December 31, 2011Averaged multiple 11.3x 10.1x 9.5xExpected time to Exit 1.0 year – 2.5 years 1.5 years – 3.0 years 1.0 year -3.0 yearsExpected volatility 18.4% - 20.8% 20.0% - 20.9% 21.8% - 22.7%Expected dividend yield 0% 0% 0%Risk free rate (Euro) 0.17% - 0.41% 0.05% - 0.11% 0.23% - 0.86%Discount for lack of

transferability 9.07% - 16.07% 13.61% - 18.27% 24.69% - 33.12%

Expected volatility was determined by reference to the historical volatility of a comparable peer group.Expected life is management’s estimate of time to exit at the grant date.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

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Other

The movement in the number of shares for share-based payment awards was as follows:

Class B Class C Class D Class E

Balance outstanding at January 1, 2011 27,967 20,737 8,557 15,000Granted 387 10,325 – –Forfeited (1,392) (5,563) – –Balance at December 31, 2011 26,962 25,499 8,557 15,000Granted – 1,375 – –Repurchased – – – (15,000)Forfeited (1,049) (1,525) – –Balance at December 31, 2012 25,913 25,349 8,557 –Granted – 1,000 – 15,000Repurchased (4,250) (1,500) – –Forfeited (1,250) (1,174) – –Balance at December 31, 2013 20,413 23,675 8,557 15,000

The movement in the liabilities associated with share-based payment awards was as follows:

Class B Class C Class D Class E Total

Balance at January 1, 2011 $ 7,215 $ 690 $ 1,381 $ 2,485 $ 11,771Expense recognized for current

year service 3,235 2,286 485 1,498 7,504Change in fair value of liability (2,835) (368) (619) (853) (4,675)Effect of movements in foreign

exchange rates (647) (282) (99) (282) (1,310)Balance at December 31, 2011 6,968 2,326 1,148 2,848 13,290Expense recognized for current

year service 1,913 3,134 532 – 5,579Change in fair value of liability 4,032 2,178 388 (896) 5,702Repurchased – – – (1,980) (1,980)Effect of movements in foreign

exchange rates 325 205 52 28 610Balance at December 31, 2012 13,238 7,843 2,120 – 23,201Expense recognized for current

year service – 3,528 150 10,208 13,886Change in fair value of liability 4,279 2,375 631 (2,589) 4,696Repurchased (770) (199) – – (969)Effect of movements in foreign

exchange rates 1,257 998 217 529 3,001Balance at December 31, 2013 $ 18,004 $ 14,545 $ 3,118 $ 8,148 $ 43,815

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

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At December 31, 2013, the total estimated fair market value of the awards of under the Plan was $51,222(2012: $26,042). The remaining expense, adjusted to fair value at each subsequent reporting date will berecognized over the next year except for joiners since inception. The liability will be adjusted annually toreflect changes in its fair value.

The liability for share-based payment awards is included in Employee Benefits in the consolidatedstatements of financial position.

Ausco plan

On July 29, 2011, Ausco established a Management Share Plan. Ausco Holdings Pty Limited (AuscoPty), a subsidiary of Ausco entered into a share deed whereby Ausco Pty issues management shares inAusco Pty to various members of Ausco management. On January 8, 2012, a further grant under the planof $177 on similar items was offered to key management and senior employees. During 2013, the planwas amended to include a group deemed exit value multiple and an amended money multiple indetermine the share plan proceeds. The effect of this amendment was not significant. The ManagementShare Plan is included in Non-controlling interests on the consolidated statements of financial position.The terms and conditions relating to this issue were as follows:

Issue price

The total issue price for the grants under the Ausco plan was $1,971. Employees were required to pay theallotted issue price, either by cash, or by a financial assistance provided by Ausco Pty in order toparticipate in the plan. On inception, Ausco Pty recognized $72 as a share based liability out of the initialgrant for awards under the scheme not expected to vest. Issuance of shares has been deemed to be issuedat a discount to fair value. An independent valuation of these shares indicated a fair value of AUD 1.25each compared to an issue price of AUD 1 each. Over the duration of the vesting period, the equity valueis incrementally adjusted based upon a combination of factors including the portion of vesting andexpected forfeiture for services.

Financial assistance

Ausco Pty provided an option for employees to receive a non-recourse loan to pay the issue price.Payments are allowed at any time during the vesting period; however, conditions exist within the plan forrepayment on the earlier of specified dates or on the receipt of proceeds from any exit event. Loans tomanagement at December 31, 2013 amount to $21 (2012: $508) at nominal value and fair valued at $21(2012: $472). These loans are included in Non-controlling interests on the consolidated statements offinancial position.

Exit event and conversion

Management shares are subject to time-vesting, which relates to the period that the employees areemployed by Ausco Pty from issuance. 25% of the total management shares vest on the first year of

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

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issuance with the remaining shares vesting 1/36th each month for the next 3 years or until an exit eventoccurs. An exit event is deemed to be a sale of the business by the ultimate parent entity, either by tradesale or IPO. Conversion under an exit event entitles each participant a conversion into a number ofcommon shares, as determined by a formula based on a percentage of the exit event. A cash-out of equityratchet option is available to Ausco Pty in lieu of conversion.

Leaver provisions are defined within the Management Share Plan. The classification of how employeesare deemed to have separated from Ausco Pty during the vesting period and before an exit event willdetermine the conversion value they may be entitled to upon an exit event.

The expense recognized in relation to the Ausco Management Share Plan for the year ended December31, 2013 was $80 (2012: $48).

24. Financial instruments

The Group has exposure to credit risk, liquidity risk and market risk that result from its use of financialinstruments.

Management of the Group has overall responsibility for the establishment and oversight of the Group’srisk management framework. The Group’s risk management policies are established to identify andanalyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks andadherence to limits. Risk management policies and systems are reviewed regularly to reflect changes inmarket conditions and the Group’s activities. The Group, through its training and management standardsand procedures, aims to develop a disciplined and constructive control environment in which allemployees understand their roles and obligations. Senior management oversees compliance with theGroup’s risk management policies and procedures and reviews the adequacy of the risk managementframework in relation to the risks faced by the Group.

Credit risk

Credit risk is the risk that a counterparty to a financial instrument will cause a financial loss to the Groupby failing to discharge its obligation. For cash and cash equivalents and trade receivables, credit riskrepresents the carrying amount on the consolidated statements of financial position.

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.Credit evaluations are performed on all customers requiring credit over a certain amount. The Group doesnot require collateral in respect of financial assets.

Transactions involving derivative financial instruments were with counterparties who have sound creditratings and with whom the Group had a signed netting agreement. Given their high credit ratings, nocounterparty failed to meet its obligations.

At the reporting date there were no significant concentrations of credit risk other than the receivables withpublic administration customers discussed below. The maximum exposure to credit risk is represented by

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

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60

the carrying amount of each financial asset, including derivative financial instruments, in the consolidatedstatements of financial position.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposureto credit risk at the reporting date was:

Carrying amount atDecember 31,

2013 2012

Trade and loans receivables $ 389,673 $ 410,918Cash and cash equivalents 60,111 104,037

$ 449,784 $ 514,955

Impairment losses

The aging of trade receivables at the reporting date was:

December 31,2013 2012

Not past due $ 208,786 $ 205,760Past due 0-30 days 67,744 97,327Past due 31-60 days 28,133 32,485Past due 61-90 days 14,269 13,883More than 90 days 93,056 82,186

411,988 431,641Provision for impairment (38,043) (33,185)Net trade receivables $ 373,945 $ 398,456

The movement in the provision for impairment of trade receivables during the year was as follows:

December 31,2013 2012

Balance at January 1 $ (33,185) $ (22,804)Impairment loss recognized, net (19,437) (12,227)Fx and other, net 14,579 1,846Balance at December 31 $ (38,043) $ (33,185)

Estimated impairment losses are based on historical collection experience, days sales outstanding trendsand a review of specific receivables. During the year ended December 31, 2013, the Group collected$16,900 in trade receivables from public administration customers in Spain. As of December 31, 2013,

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

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the Group has $27,600 (2012: $22,817) in trade receivables with public administration customers(comprised principally of governmental and pseudo-governmental agencies) in Spain of which $7,700(2012: $8,441) is over 90 days and $9,600 (2012: $2,506) is over 360 days. The Group does not maintaina provision for impairment on public administration customers. Included in the 2013 GovernmentalPayment Plan is $16,500 in receivables outstanding at December 31, 2013 that is expected to be paid inthe first quarter of 2014.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated withfinancial liabilities. The Group mitigates liquidity risk through its access to the capital markets, cash flowgenerated through operations and its forecasting of its use of liquidity and the capital requirements of ourrental equipment, through the careful monitoring of our rental equipment additions.

The following are the contractual maturities of financial liabilities, including estimated interest paymentsand excluding the impact of netting agreements:

Carryingamount

Contractualcash flows

6 monthsor less 6-12 months 1-2 years 2-5 years

More than5 years

December 31, 2013Non-derivative financial

liabilitiesSenior notes $ 2,180,176 $ 3,253,992 $ 102,737 $ 102,737 $ 205,474 $ 2,037,978 $ 805,066ABL facility 882,495 1,033,520 – – – 1,033,520 –Other debt 45,675 45,675 2,961 374 199 42,141 –Finance lease liabilities 12,979 15,939 3,111 5,321 2,278 3,779 1,450Trade and other payables 274,025 274,025 267,590 6,435 – – –Bank overdraft 6,467 6,467 6,467 – – – –Contingent consideration 6,567 6,567 – – – 6,567 –Deposits from customers 15,805 16,757 9,520 1,548 2,255 638 2,796

$ 3,424,189 $ 4,652,942 $ 392,386 $ 116,415 $ 210,206 $3,124,623 $ 809,312

Carryingamount

Contractualcash flows

6 monthsor less 6-12 months 1-2 years 2-5 years

More than5 years

December 31, 2012Non-derivative financial

liabilitiesSenior notes $ 2,162,578 $ 3,490,478 $ 105,115 $ 102,052 $ 204,106 $ 612,316 $ 2,466,889ABL facility 739,563 918,863 – – – 918,863 –Other debt 2,879 2,879 1,063 562 524 730 –Finance lease liabilities 6,176 6,635 1,703 2,797 996 945 194Trade and other payables 256,428 256,428 256,428 – – – –Bank overdraft 4,708 4,708 4,708 – – – –Deposits from customers 9,267 9,267 3,523 1,422 2,100 591 1,631

$ 3,181,599 $ 4,689,258 $ 372,540 $ 106,833 $ 207,726 $ 1,533,445 $ 2,468,714

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

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Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuatebecause of changes in market prices. The Group is exposed to market risks, including changes in foreigncurrency exchange rates and interest rates. Exposure to market risks related to operating activities ismanaged through the Group’s regular operating and financing activities.

Currency risk

The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in acurrency other than the respective functional currencies of Group entities, primarily the EUR, USD,sterling (“GBP”), Canadian dollar (“CAD”), beginning in late 2011, the Brazilian real (“BRL”), andbeginning in October 2012, the Australian dollar (“AUD”). In addition, the Group’s investments inforeign subsidiaries are sensitive to fluctuations in foreign currency exchange rates.

Prior to the change in functional currency, as discussed in Note 3, the Group was exposed to foreigncurrency risk on external debt denominated in USD in the amount of $1,820 million versus the Euro.Translation of these amounts from USD to the Euro generated foreign currency gains or losses eachperiod. Subsequent to the change in functional currency, the USD denominated debt no longer generatesforeign currency gains or losses; however, the Group is exposed to foreign currency risk on external debtdenominated in Euros in the amount of €275 million. Translation of these amounts from Euro to USDfunctional currency generates foreign currency gains and losses. In addition, the Group also has certainintercompany loans whose currency gains and losses which were impacted by the change in functionalcurrency.

The Group’s exposure to foreign currency risk, based on notional amounts, was as follows:

December 31, 2013EUR USD GBP BRL AUD

Loans and borrowings € 280,706 $ – £ – R$ – $ –Net intercompany payable

(receivables) (208,744) 1,158,333 (34,978) (100,837) (406,595)Net exposure € 71,962 $ 1,158,333 £ (34,978) R$ (100,837) $ (406,595)

December 31, 2012EUR USD GBP BRL AUD

Loans and borrowings € 4,045 $ 1,859,055 £ – R$ – $ –Net intercompany

receivables (205,643) (1,039,451) (276,487) (64,182) (253,544)Net exposure € (201,598) $ 819,604 £ (276,487) R$ (64,182) $ (253,544)

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

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The following significant exchange rates were applied during the year:

Average rate Reporting date rate2013 2012 2011 2013 2012 2011

USD for 1:GBP 1.564 1.585 1.602 1.655 1.624 1.555EUR 1.328 1.286 1.391 1.374 1.319 1.296BRL 0.462 0.512 0.576 0.423 0.488 0.537CAD 0.971 1.001 1.011 0.941 1.007 0.980AUD 0.964 1.035 – 0.892 1.039 –

Sensitivity analysis

A 10 percent hypothetical strengthening of the USD against the following currencies at December 31would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes thatall other variables, in particular interest rates, remain constant.

10% strengthening of the USD2013 2012 2011

Profit or LossGBP $ (50,391) $ (4,642) $ –EUR $ (47,976) $ (109,922) $ 32,177BRL $ (4,270) $ – $ –AUD $ (62,492) $ – $ –

A 10 percent hypothetical weakening of the USD at December 31 would be equal but opposite to theamounts shown above, on the basis that all other variables remain constant.

Interest rate risk

At the reporting date, the interest rate profile of the Group’s interest-bearing financial instruments basedupon their principal amounts was:

December 31,2013 2012

Fixed rate instrumentsFinancial assets $ 7,761 $ 5,264Financial liabilities (2,255,818) (2,189,935)

$ (2,248,057) $ (2,184,671)Variable rate instruments

Financial liabilities $ (904,931) $ (763,507)

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

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Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit orloss; therefore, a change in interest rates at the reporting date would not affect profit or loss relating tothese items. Interest rate swaps of the Group were measured at fair value with changes in fair valuerecognized in profit or loss. There were no interest rate swaps outstanding as of December 31, 2013 or2012.

A hypothetical change of 100 basis points (“bps”) in interest rates for fixed rate instruments measured atfair value at December 31, 2011 would have increased (decreased) profit and loss by the amounts shownbelow. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

2011100 bpsincrease

100 bpsdecrease

Interest rate swap $ 35,257 $ (31,363)

Cash flow sensitivity analysis for variable rate instruments

A hypothetical increase of 100 basis points in interest rates prevailing over the reporting period forvariable rate financial instruments that existed at the end of the reporting date would have increased(decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, inparticular foreign currency rates, remain constant.

2013 2012 2011100 bpsincrease

100 bpsincrease

100 bpsincrease

Variable rate instruments $ (9,042) $ (7,787) $ (31,387)Interest rate swap – – 18,076Cash flow sensitivity (net) $ (9,042) $ (7,787) $ (13,311)

The effect of a 100 basis points decrease would be equal but opposite, assuming all other variables remainconstant.

Fair values

The fair value of the financial assets and liabilities are included at the amount at which the instrumentcould be exchanged in a current transaction between willing parties, other than in a forced or liquidationsale.

The Group has assessed that the fair value of cash and short-term deposits, trade receivables, tradepayables, bank overdrafts and other current liabilities approximate their carrying amounts largely due tothe short-term maturities of these instruments.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

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The fair value of the quoted notes is based upon quoted market prices at the reporting date. The fair valueof contingent consideration is described in Note 19.

The following table shows the carrying amounts and fair values of financial liabilities, including theirlevels in the fair value hierarchy.

Carryingamount Fair value

December 31, 2013 Level 1 Level 2 Level 3Financial liabilities measured at fair value

Contingent consideration $ 6,567 $ – $ – $ 6,567$ 6,567 $ – $ – $ 6,567

Financial liabilities not measured at fairvalueSenior notes $ 2,180,176 $ – $ 1,714,703 $ –ABL facility 882,495 – 904,185 –

$ 3,062,671 $ – $ 2,618,888 $ –

Carryingamount Fair value

December 31, 2012 Level 1 Level 2 Level 3Financial liabilities not measured at fair

valueSenior notes $ 2,162,578 $ – $ 2,216,946 $ –ABL facility 739,563 – 761,691 –

$ 2,902,141 $ – $ 2,978,637 $ –

Capital management

The Group’s objectives when managing capital are to safeguard the ability to continue as a going concern,provide shareholder returns and provide appropriate benefits for stakeholders. The Group seeks tomaintain an optimal debt and equity structure to minimize the overall cost of capital. To maintain oradjust the capital structure, Group entities may issue new shares or acquire/sell assets to adjust debt levelswhere appropriate. The Company is privately held. Issued share capital is detailed in Note 22.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

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25. Commitments and contingencies

Operating Leases: Group as lessee

The Group is obligated under non-cancellable operating leases for certain properties, equipment, vehiclesand parcels of land. The rentals for these operating leases are payable as follows:

December 31,2013 2012

Less than one year $ 52,156 $ 52,794Between one and five years 132,245 119,888More than five years 102,885 74,351

$ 287,286 $ 247,033

In 2013, $77,066 (2012: $51,033; 2011: $69,260) of rent expense was recognized in respect of operatingleases.

Operating leases: Group as lessor

Equipment is leased generally under operating and occasionally under sales type leases. Operating leaseterms generally range from 1 to 60 months, and contractually averaged approximately 12 months atDecember 31, 2013 (2012: 7 months).

Finance leases: Group as lessee

The Group is obligated under non-cancellable finance leases for certain property, equipment and vehicles.The fair value of receivables under finance leases is determined by applying the present value method andthe customary market interest rates at which the property would be completely refinanced.

The total minimum future lease payments under these finance leases are as follows:

December 31, 2013 December 31, 2012

Futureminimum

leasepayments Interest

Presentvalue of

minimumlease

payments

Futureminimum

leasepayments Interest

Presentvalue of

minimumlease

payments

Less than one year $ 8,432 $ 1,141 $ 7,291 $ 4,500 $ 235 $ 4,265Between one and five

years 6,057 1,318 4,739 1,941 204 1,737More than five years 1,450 501 949 194 20 174

$ 15,939 $ 2,960 $ 12,979 $ 6,635 $ 459 $ 6,176

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

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Finance leases: Group as lessor

The Group leases out its rental equipment under finance leases. The fair value of receivables underfinance leases is determined by applying the present value method and the customary market interest ratesat which the property would be completely refinanced.

Rental equipment and other property, plant and equipment

As of December 31, 2013, commitments for the acquisition of rental equipment and property, plant andequipment were $20,172 (2012: $40,119).

China Joint Venture

On April 11, 2013, the Company signed a joint venture agreement with Beijing Chengdong InternationalModular Housing Company, Ltd. In March 2014, the Company was issued its business license for leaseand wholesale of modular space solutions under the brand name Algeco Chengdong. The Company isrequired to make an initial contribution in the USD-equivalent amount of RMB 15.3 million(approximately $2.5 million), representing a 51% equity interest in the joint venture and, within twelvemonths following the joint venture’s establishment, the Company will be required to contribute anamount equal to the USD-equivalent of RMB 29.0 million (approximately $4.8 million) and theCompany’s equity interest will be increased to 60%. Within thirty months following the joint venture’sestablishment, the Company will be required to contribute an amount equal to the USD-equivalent ofRMB 41.0 million (approximately $6.8 million) and the Company’s equity interest will be increased to65%.

Legal Claims

The Group is in the preliminary stages of resolving certain issues involving compliance with laws incertain jurisdictions. While the Group believes that these matters will be resolved within a reasonabletimeframe for such matters with no monetary settlement and accordingly no reserve has been recorded,the ultimate outcome of these matters is uncertain. In the event of an adverse resolution, the Groupestimates that based on current information, exposure in the range of $12.0 million to $59.0 million ispossible. The Group does not believe that the resolution of these matters will be material to its financialposition or results of operations.

In 2011, certain shareholders of Algeco/Scotsman Group S.à r.l., a subsidiary of the Company, filed asummons in the District Court of Luxembourg against nine defendants, including certain Groupsubsidiaries. The claimants allege abuse of authority by the majority shareholders in transferring sharesinto a new legal entity and allege damages in excess of $25 million. The Group does not believe there isany merit to the claim and no provision has been made in the consolidated financial statements. TheGroup is actively defending against the claim.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

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26. Related parties

The ultimate parent of the Company is Holdings and the ultimate controlling shareholder of the Companyis TDR.

During 2013, TDR charged the Group $8,570 for monitoring fees and consulting and managementadvisory services (2012: $4,138; 2011: $3,836) and was reimbursed by the Group for $1,565 in fees thatTDR incurred during the 2012 Refinancing.

As part of the 2012 Refinancing, Algeco Scotsman FS Co S.à r.l., a subsidiary of TDR, was contributedto Holdings in exchange for the issuance of equity instruments. Holdings subsequently contributedAlgeco Scotsman FS Co S.à r.l to the Company for one share. Algeco Finance Mezz Sp. z o.o. andAlgeco Finance 2L Sp. z o.o., subsidiaries of Holdings, were contributed to the Group by Holdings forone share. The Group had previously received €50,000 and issued non-interest bearing loan due in 2060to Holdings that was effectively settled in exchange for equity of the Group as part of the 2012Refinancing.

The Group previously had interest bearing loans from its parent Algeco/Scotsman Group S.à r.l. and itsultimate parent Holdings in the amount of €12,277 and €9,861, respectively. These interest bearing loanswere settled as part of the 2012 Refinancing through their conversion into equity. As part of the 2012Refinancing, certain other related party amounts were effectively settled in exchange for equity ofHoldings as well – see Note 18. Interest expense on aggregate borrowings due to related parties was$61,624 and $71,727 for the year ended December 31, 2012 and December 31, 2011, respectively.

On May 1, 2013, Holdings, through a newly formed wholly-owned subsidiary, AS PIK, entered into thePIK Debt, a $400.0 million loan agreement intended to fund a partial redemption of capital, net oftransaction fees and expenses, to Holdings’ shareholders. Neither the Company nor any of its subsidiariesare obligors or guarantors under the PIK Debt. However, to secure the obligations of AS PIK under thePIK Debt, Holdings and certain of its subsidiaries that also hold minority interests in the Companygranted a pledge over all of the issued and outstanding shares of the Company. The Company recorded a$9.4 million gain on extinguishment of debt related to a contingent liability owed to a former debt holderwhich was settled in the second quarter of 2013 by providing $10.0 million of AS PIK notes to the formerdebt holder.

A subsidiary of the Company leases office space for its corporate headquarters from a shareholder ofHoldings. Rent expense associated with the lease was approximately $311 for the year ended December31, 2013.

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

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The remuneration of key management personnel of the Group is set out below in aggregate for each of thecategories specified in IAS 24, Related Party Disclosures. Salaries and short-term employee benefitsinclude wages, salaries and social security costs.

Year ended December 31,2013 2012 2011

Key management compensationSalaries and short-term benefits $ 5,452 $ 4,220 $ 6,605Post-employment benefits 91 49 36Termination benefits 542 1,611 –Share-based compensation 4,954 2,131 1,946

$ 11,039 $ 8,011 $ 8,587

27. Group entities

These consolidated financial statements include the financial statements of the Company and thesubsidiaries listed below.

Entity Name CountryPercentageof interest

Algeco Scotsman Global S.à r.l. Luxembourg ParentAlgeco Scotsman Global Finance Holding S.à r.l. Luxembourg 100%Algeco Scotsman Global Finance plc United Kingdom 100%Algeco Finance 2L Sp. z o.o. Poland 100%Algeco Finance Mezz Sp. z o.o. Poland 100%Algeco Scotsman Technology (Shenzhen) Co. Ltd. China 100%Algeco Scotsman Group Kft. Hungary 100%Algeco Scotsman Holdings Kft. Hungary 100%Algeco Scotsman Finance NV Belgium 100%Algeco LLC Russia 100%Algeco Ukraine LLC Ukraine 100%Algeco Holdings (Austria) GmbH Austria 100%Algeco Holdings B.V. Netherlands 100%Algeco B.V. Netherlands 100%Ristretto Investissements SAS France 99%Algeco SAS France 99%Algeco Holdings, S.L. Spain 99%Algeco Construcciones Modulares, S.A. Spain 99%Perfilados Olmedo, S.A. Spain 99%Algeco Construçoes Pré-Fabricadas, S.A. Portugal 99%Algeco S.p.A. Italy 99%Algeco Belgium NV Belgium 99%MBM Mietsystem fur Bau and Industrie GmbH Germany 100%Algeco Schweiz AG Switzerland 100%Algeco GmbH Germany 100%Algeco Sp.z.o.o Poland 100%Algeco s.r.o. Czech Republic 100%Algeco S.R.L. Romania 100%

Algeco Scotsman Global S.à r.l.Notes to Consolidated Financial Statements

for the year ended December 31, 2013(amounts in thousands, unless stated otherwise)

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Entity Name CountryPercentageof interest

Algeco Oy Finland 100%A1 Container Austria GmbH Austria 100%Algeco Kft. Hungary 100%A1 Container Slovenia d.o.o. Slovenia ` 100%Ausco Holdings Pty Limited Australia 100%Ausco Acquisitions Pty Limited Australia 100%Ausco Asia Pty Limited Australia 100%Portacom New Zealand Limited New Zealand 100%Ausco Modular Pty Limited Australia 100%Ausco Properties Pty Ltd Australia 100%Ausco Finance Limited Australia 100%Ausco Holding S.à r.l. Luxembourg 100%Chard Camp Catering Service Ltd. Canada 100%Elliott Group Holdings (UK) Limited United Kingdom 100%Elliott Group Holdings Limited United Kingdom 100%Elliott Group Limited United Kingdom 100%Eurobrás Construções Metálicas Moduladas Ltda. Brazil 100%Target Logistics Management, LLC United States 100%Target Management Canada, Ltd Canada 100%TL Provdeeduria Y Servicios de rl de cv Mexico 100%Target H20, LLC United States 100%Target Logistics Holdings Tioga, LLC United States 100%Target Logistics Holdings Williston, LLC United States 100%Target Logistics Holdings Stanley, LLC United States 100%Target Logistics Holdings Dickinson, LLC United States 100%Target Logistics Southwest, LLC United States 100%Target Logistics Holdings Minot, LLC United States 100%Target Logistics Management Pty Limited Australia 100%Williams Scotsman International, Inc. United States 100%Williams Scotsman, Inc. United States 100%Williams Scotsman, LLC United States 100%Willscot Equipment, LLC United States 100%Williams Scotsman of Canada, Inc. Canada 100%Williams Scotsman Mexico S. de R.L. de C.V. Mexico 100%WS Servicios de Mexico, S. de R.L. de C.V. Mexico 100%

The Company also owns dormant companies not mentioned in the table above as they no longer have anyactivity.

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Ernst & Young LLP621 East Pratt StreetBaltimore, Maryland 21202Tel: + 1 410 539 7940Fax: + 1 410 783 3832www.ey.com

Report of Independent Auditors

To the Shareholders of Algeco Scotsman Global S.à r.l.

Report on the Financial Statements

We have audited the accompanying consolidated financial statements of Algeco Scotsman GlobalS.à r.l. (formerly Ristretto Group S.à r.l.) and subsidiaries, which comprise the consolidated statementof financial position as of December 31, 2013 and 2012, and the related consolidated statements ofcomprehensive income, changes in equity and cash flows for each of the three years in the periodended December 31, 2013, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements inconformity with International Financial Reporting Standards as issued by the InternationalAccounting Standards Board; this includes the design, implementation, and maintenance of internalcontrol relevant to the preparation and fair presentation of financial statements that are free ofmaterial misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. Weconducted our audits in accordance with auditing standards generally accepted in the United States.Those standards require that we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal control relevant to the entity’spreparation and fair presentation of the financial statements in order to design audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonableness ofsignificant accounting estimates made by management, as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion.

A member firm of Ernst & Young Global Limited

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Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, theconsolidated financial position of Algeco Scotsman Global S.à r.l. and subsidiaries at December 31,2013 and 2012, and the consolidated results of their operations and their cash flows for each of thethree years in the period ended December 31, 2013 in conformity with International FinancialReporting Standards.

March 27, 2014

Algeco Scotsman Global S.à r.l. Statement of EBITDA and Adjusted EBITDAAmounts in Thousands

Year Ended December 31, 2013

Net loss (199,599)$ Income tax expense 17,772 Net finance expense 271,185 Depreciation and amortization 304,834 EBITDA 394,192

Non-cash compensation from equity plans 18,582 Non-cash impairment charges and (gain) loss on disposals 38,496 Sponsor management fees 8,570 Restructuring charges under IFRS 24,322 Acquisition costs, including change in FMV of earn-out (11,624) Other non-recurring items 12,979 Adjusted EBITDA 485,517$

Note: EBITDA and Adjusted EBITDA may be considered "non-IFRS" financial measures. We believe that the disclosure of these non-IFRS financial measures provides additional insight into the ongoing economics of our business and reflects how we manage our business internally. These non-IFRS financial measures are not in accordance with IFRS and should not be viewed in isolation or as a substitute for IFRS financial measures.