Sunbelt Rentals Holdings, Inc.

This annual report on Form 10-K contains “forward-looking statements” within the meaning of the federal securities laws, including the U.S. Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements concerning the conditions in our industry, our operations, our economic performance and our financial condition, including, in particular, statements relating to our business and growth strategy, our product development efforts and the growth and dynamics of the market segments in which we operate included in Item 1 “Business” and in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “might,” “will,” “should,” “estimate,” “project,” “plan,” “aim,” “anticipate,” “commit,” “enable,” “focused on,” “expect,” “intend,” “outlook,” “positioned,” “target,” “believe” and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those identified under Item 1A “Risk Factors” and elsewhere in this report, including, but not limited to:

•competition from existing and new competitors;

•the impact of global economic conditions (including inflation, interest rates, supply chain constraints, tariffs, trade wars and sanctions) and geopolitical risks (including risks related to international conflicts) on us, our customers and our suppliers, in the United States and the rest of the world;

•currency and interest rate fluctuations;

•seasonality of our business;

•our ability to attract, hire and retain qualified personnel;

•our ability to successfully make acquisitions and integrate acquired companies;

•changes in the rental rates that we can charge for the equipment in our rental fleet or our services;

•changes in the construction and industrial markets;

•changes in political, social and economic conditions and local regulations;

•changes in the attitude of our customers towards renting, as compared with purchasing, equipment;

•changes in applicable accounting standards or subjective assumptions, estimates and judgments by management related to complex accounting matters;

•changes in the mix of products offered in our rental fleet, industry capacity or competition;

•changes in environmental and safety regulations;

•changes in government spending or government policies;

•disruptions of established supply channels;

•the availability, terms and deployment of capital; and

•costs and availability of energy, and changes in transportation costs.

The factors identified above should not be construed as an exhaustive list of factors that could affect our future results and should be read in conjunction with the other cautionary statements that are included in this report. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. If any of these trends, risks or uncertainties actually occurs or continues, our business, revenue and financial results could be harmed and the trading price of our common stock could decline. All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary note.

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