WILLSCOT CORPORATION 2017 ANNUAL REPORT Our solutions are Ready to Work, so from day one our customers are Ready to Work. Dear Shareholders, As a specialty rental service market leader, our mission is to In November, we returned Williams Scotsman to the public provide innovative modular space and portable storage solu- markets. This was accomplished through its business combi- tions. We focus on providing these solutions “Ready to Work,” nation with Double Eagle Acquisition Corp. (renamed WillScot so that our customers can forget about the space and focus Corporation). In the process, Williams Scotsman was recapitalized on what they do best – working the project, being productive, ZLWKDPSOHOLTXLGLW\WRH[HFXWHRXUJURZWKVWUDWHJLHV meeting their goals. When we deliver an immediately func- tional space solution, productivity is all the customer sees. In December, we acquired Acton Mobile, a highly regarded This value proposition is unique in the industry. Our customers FRPSHWLWRUZLWKDJURZLQJ86IRRWSULQWWKDWH[SDQGVRXU are embracing it, and it is driving our growth. ability to provide “Ready to Work” solutions with greater scale. 7KHDFTXLVLWLRQVROLGLȴHVRXU86PDUNHWOHDGHUVKLSSRVLWLRQ Williams Scotsman has provided space solutions to customers leverages our operating platform, and accelerates our for more than half a century. Today, we serve over 35,000 future growth. In January, we acquired a smaller independent customers from more than 100 branches throughout North operator, Tyson Onsite, bolstering our markets in the Midwest. America. We serve a diverse group of end markets with a We integrated Tyson onto our operating platform within three FRPSUHKHQVLYHVSHFLDOW\UHQWDOȵHHWH[FHHGLQJXQLWV weeks and Acton within three months, highlighting our ability which translates into more than 46 million square feet of WRLGHQWLI\DQGH[HFXWHVWUDWHJLFDFTXLVLWLRQV7DUJHWHGLQYHVW- relocatable space. We are a pure play business, with over PHQWVOLNHWKHVHH[SDQGWKHYDOXHSURSRVLWLRQZHFDQR΍HUWR RIRXUDGMXVWHG*URVV3URȴW1 derived from our recurring customers, allow us to capture additional value in our lease leasing business. This business model provides a higher degree rates, and help drive return on capital. of visibility into future performance given the underlying economics associated with our long-lived assets coupled with With our scalable operating platform in place and a favorable average three-year lease durations. HFRQRPLFEDFNGURSZHH[SHFWDWOHDVWRUJDQLFDGMXVWHG EBITDA growth in 2018. This strong organic run-rate is driven The fourth quarter of 2017 capped a transformational year by acceleration across our key leasing performance indicators. IRUXV'XULQJWKLVTXDUWHUZHH[HFXWHGVHYHUDOVWUDWHJLF This organic growth, supplemented by our recent acquisitions transactions while continuing to accelerate organic growth. and associated synergies potential, positions us to grow 2018 The continued strength of our organic business is evident in DGMXVWHG(%Ζ7'$WREHWZHHQDQGPLOOLRQRUWR our fourth-quarter results: DERYH • our Modular segments generated adjusted EBITDA1 of $36 We are proud of the success our company achieved last year, PLOOLRQLQWKHTXDUWHUZKLFKZDVXSRYHUWKHSULRU\HDU EXWZHDUHHYHQPRUHH[FLWHGDERXWRXUIXWXUH:LWKRXUȊ5HDG\ SHULRGDQGRXWSDFHGUHYHQXHJURZWKRI to Work” platform and our recent strategic transactions, Williams Scotsman is well-positioned to continue delivering • our Modular segments generated year-over-year growth strong results. in adjusted EBITDA, revenue, rate and units on rent in the IRXUWKTXDUWHUDQG On behalf of our board of directors, I would like to thank our customers, the Williams Scotsman team, our new colleagues • in our Modular-US segment, fourth-quarter average monthly from Acton and Tyson, and you, our shareholders, for the UHQWDOUDWHVLQFUHDVHG\HDURYHU\HDUGULYHQE\RXUSULFLQJ ongoing support toward the success of our company. LQLWLDWLYHVDQGWKHFRQWLQXHGH[SDQVLRQRIRXUȊ5HDG\WR:RUNȋ value proposition. In the fourth quarter we continued to see strength across most of our end markets based on industrial spending, growth of non-residential construction, recovery of energy UHODWHGHQGPDUNHWVDQGH[SDQGLQJQRQIDUPSD\UROOV /RRNLQJIRUZDUGZHH[SHFWDQ\VLJQLȴFDQWH[SDQVLRQRI BRAD SOULTZ infrastructure spending to further strengthen our markets. 3UHVLGHQW &(2 1$GMXVWHG*URVV3URȴWDQGDGMXVWHG(%Ζ7'$DUHQRQ*$$3PHDVXUHV3OHDVHVHHWKHUHFRQFLOLDWLRQRIWKHVHPHDVXUHVWRFRPSDUDEOH*$$3PHDVXUHVFRQWDLQHGLQWKHȊ6HOHFWHG)LQDQFLDO'DWDȋDQG Ȋ0DQDJHPHQW'LVFXVVLRQDQG$QDO\VLVRI)LQDQFLDO&RQGLWLRQDQG5HVXOWVRI2SHUDWLRQVȋVHFWLRQVLQWKHDFFRPSDQ\LQJ$QQXDO5HSRUWRQ)RUP.IRUWKH\HDUHQGHG'HFHPEHU UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WILLSCOT CORPORATION (formerly known as Double Eagle Acquisition Corp.) (Exact name of registrant as specified in its charter) Delaware 001-37552 82-3430194 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) incorporation) 901 S. Bond Street, #600 Baltimore, Maryland 21231 (Address, including zip code, of principal executive offices) (410) 931-6000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Class A Common Stock, par value $0.0001 per share NASDAQ Capital Market Warrants, each exercisable for one-half of one share of Class A NASDAQ Capital Market Common Stock Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b 2 of the Exchange Act. Large accelerated filer Accelerated filer Non accelerated filer Smaller reporting company (Do not check if a smaller reporting company) Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Act). Yes No The aggregate market value of the ordinary shares held by non-affiliates of the registrant, computed as of June 30, 2017 (the last business day of the registrant’s most recently completed second quarter), was approximately $500,000,000. Shares of Class A common stock, par value $0.0001 per share, outstanding: 84,644,774 shares at March 1, 2018 Shares of Class B common stock, par value $0.0001 per share, outstanding: 8,024,419 shares at March 1, 2018 WILLSCOT CORPORATION Annual Report on Form 10-K Table of Contents PART I Item 1 Business Item 1A Risk Factors Item 1B Unresolved Staff Comments Item 2 Properties Item 3 Legal Proceedings Item 4 Mine Safety Disclosures PART II Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6 Selected Financial Data Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A Quantitative and Qualitative Disclosures About Market Risk Item 8 Financial Statements and Supplementary Data Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A Controls and Procedures Item 9B Other Information PART III Item 10 Directors, Executive Officers and Corporate Governance Item 11 Executive Compensation Item 12 Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters Item 13 Certain Relationships and Related Transactions, and Director Independence Item 14 Principal Accountant Fees and Services PART IV Item 15 Exhibits and Financial Statement Schedules