923144--3/12/2007--WILLIAMS_SCOTSMAN_INTERNATIONAL

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{debt, indebtedness, cash}

{tax, income, asset}

{cost, regulation, environmental}

{condition, economic, financial}

{acquisition, growth, future}

{cost, operation, labor}

{gas, price, oil}

{cost, contract, operation}

{operation, international, foreign}

{regulation, government, change}

{product, market, service}

{interest, director, officer}

{personnel, key, retain}

{system, service, information}

Risks Related to Our Business General or localized economic downturns or weakness may adversely affect our customers, in particular those in the nonresidential construction industry and the education sector, which may cause the demand for our products and services to decline and therefore harm our revenues and profitability. We face significant competition in the modular and portable space industry, especially from our primary national competitor, which has greater financial resources and pricing flexibility than we do. If we are unable to compete successfully, we could lose customers and our revenues and profitability could decline. We may not be able to remarket our units effectively should a significant number of our lease units be returned during any short period of time, which could adversely affect our financial performance and our ability to continue expanding our fleet. A significant reduction of funding to public schools or contraction of class size reduction programs could cause the demand for our modular classroom units to decline, which, as a result, may reduce our revenues and profitability. Certain related parties of The Cypress Group L.L.C. and Keystone Group, L.P. exercise significant influence over us. Any failure of our management information systems could disrupt our business and result in decreased rental or sale revenues and increased overhead costs, which could negatively impact our profitability. Federal and state regulations could impose substantial costs and/or restrictions on our operations that could harm our results of operations. If we are unable to pass these increased costs on to our customers, our profitability and operating cash flows could be negatively impacted. Our sale transactions constitute a significant portion of our revenues. The completion of these sale transactions are subject to a number of factors beyond our control. Failure to close our sale transactions as projected could cause our actual revenues or cash flow for a particular quarter or longer period to differ from forecasted estimates. We may not be able to facilitate our growth strategy by identifying or completing transactions with attractive acquisition candidates, which could impair our growth and profitability of our business. European expansion may divert our resources from other aspects of our business, cause us to incur additional debt and require us to comply with different regulations. Failure to manage these economic and regulatory risks may adversely affect our growth in Europe and lead to increased costs. Fluctuations in currency exchange rates may adversely affect our international sales. We are a holding company whose only material asset is the capital stock of Scotsman and to a lesser extent, our European and Mexican subsidiaries. We may not have sufficient cash to meet our obligations if Scotsman, our only material source of cash, is not able to generate sufficient earnings or cash flow to pay dividends to us or if Scotsman is prohibited by its debt agreements from paying dividends to us. Failure to retain key personnel could impede our ability to execute our business plan and growth strategy and lead to a loss of customers. We may be unable to realize the benefits of our net operating loss carryforwards and, as a result, lose our future tax savings, which could have a negative impact on our liquidity. A write-off of all or a part of our goodwill would hurt our operating results and reduce our net worth. Significant increases in raw material costs could increase our operating costs significantly and harm our profitability. Failure by third parties to manufacture our products timely or properly may harm our reputation and financial condition. Risks Related to our Substantial Indebtedness Our substantial debt could harm our financial health and may otherwise restrict our activities. A substantial portion of our indebtedness is subject to variable interest rates, which makes us vulnerable to increases in interest rates. The indenture governing the 8.5% Notes and the terms of our Amended and Restated Credit Facility contain various covenants which limit the discretion of our management in operating our business and could prevent us from engaging in some beneficial activities. Our debt service requires a significant amount of cash. We may not be able to generate sufficient cash flow to meet both our debt obligations and other requirements or obligations. This could lead us to take actions, such as reducing capital expenditures or other investments or asset sales. These actions may limit our flexibility to grow our business and to take advantage of business opportunities.

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923144--3/12/2007--WILLIAMS_SCOTSMAN_INTERNATIONAL_INC