##### Table of Contents





U.S. SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT
    OF 1934
 For the fiscal year ended December 31, 2009
  Commission File Number 1-12804
   
 (Exact name of registrant as
    specified in its charter)
  Delaware

86-0748362(State or other jurisdiction
    of
    incorporation or organization)

(IRS Employer
    Identification No.)   7420 S. Kyrene
    Road, Suite 101
 Tempe, Arizona 85283
 (Address of principal executive
    offices)
 (480) 894-6311
 (Registrants telephone
    number, including area code)
 Securities Registered pursuant to Section 12(b) of the
    Act:
  Title of Class

Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value
    Preferred Share Purchase Rights

Nasdaq Global Select Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:
  Form 10-K




---



##### 





MOBILE
    MINI, INC.
  2009
    FORM 10-K
    ANNUAL REPORT
  TABLE OF
    CONTENTS
   
 PagePART IITEM 1


BUSINESS


1ITEM 1A


RISK FACTORS


14ITEM 1B


UNRESOLVED STAFF COMMENTS


21ITEM 2


PROPERTIES


21ITEM 3


LEGAL PROCEEDINGS


21ITEM 4


RESERVED


22PART IIITEM 5


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


22ITEM 6


SELECTED FINANCIAL DATA


24ITEM 7


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


27ITEM 7A


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


45ITEM 8


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


46ITEM 9


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


90ITEM 9A


CONTROLS AND PROCEDURES


90ITEM 9B


OTHER INFORMATION


92PART IIIITEM 10


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


92ITEM 11


EXECUTIVE COMPENSATION


93ITEM 12


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


94ITEM 13


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


94ITEM 14


PRINCIPAL ACCOUNTING FEES AND SERVICES


94PART IVITEM 15


EXHIBITS, FINANCIAL STATEMENT SCHEDULES


95EX-10.8EX-10.11EX-10.13EX-21EX-23.1EX-31.1EX-31.2EX-32.1   i




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##### Table of Contents



Cautionary
    Statement about Forward Looking Statements
     ii




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS.  Mobile
    Mini, Inc.
        
    provide predictable, recurring revenues from leases with an
    average duration of approximately 32 months;
    have average monthly lease rates that recoup our current
    investment on our remanufactured units within an average of
    35 months; and
    have long useful lives exceeding 30 years, relatively low
    maintenance and high residual values.      Industry
    Overview
   1




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##### Table of Contents



Competitive
    Strengths
    Market Leadership.
  Superior, Differentiated Products.
  Sales and Marketing Emphasis.
 2




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##### Table of Contents



National Presence with Local Service.
  Geographic and Customer Diversification.
  Customer Service Focus. rental-by-rental,
  Customized Enterprise Resource Planning
    System.
 3




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##### Table of Contents



Business
    Strategy
    Focus on Core Portable Storage Leasing
    Business.
  Maintain Strong EBITDA Margins.
  Generate Strong Internal Growth. year-over-year
  Opportunistic Branch Expansion. start-up
  start-up pick-ups.
  Continue to Enhance Product Offering. on-site
 4




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##### Table of Contents



Products
    
    Remanufactured and Modified Steel Storage
    Units.  We purchase used ISO containers from
    leasing companies, shipping lines and brokers. These containers
    were originally built to ISO standards and are eight feet wide,
    86 to 96 high and 20, 40 or 45 feet
    long. After acquisition, we remanufacture and modify these ISO
    containers. Remanufacturing typically involves cleaning,
    removing rust and dents, repairing floors and sidewalls,
    painting, adding our signs and installing new doors and our
    proprietary locking system. Modification typically involves
    splitting some containers into 5-, 10-, 15-, 20- or 25-foot
    lengths. We have also manufactured portable steel storage units
    for our lease fleet and for sale, including our ten foot wide
    units.    
    Steel Security Office and Steel Security Office/Storage
    Units.  We buy and historically have manufactured
    steel combination office/security and security office units that
    range from 10 to 40 feet in length. We offer these units in
    various configurations, including office and storage combination
    units that provide a 10- or 15-foot office with the remaining
    area available for storage. We believe our office units provide
    the advantage of ground accessibility for ease of access and
    high security in an all-steel design. Our European products
    include canteen units and drying rooms for the construction
    industry. For customers with space limitations, the
    office/canteen units can also be stacked two high with stairs
    for access to the top unit. These office units are equipped with
    electrical wiring, heating and air conditioning, phone jacks,
    carpet or tile, high security doors and windows with security
    bars or shutters. Some of these offices are also equipped with
    sinks, hot water heaters, cabinets and restrooms.
    Wood Mobile Office Units.  We offer mobile
    office units, which range from 8 to 24 feet in width and 20
    to 60 feet in length, and which we purchase from
    manufacturers. These units have a wide range of exterior and
    interior options, including exterior stairs or ramps, awnings
    and skirting. These units are equipped with electrical wiring,
    heating and air conditioning, phone jacks, carpet or tile and
    windows with security bars. Many of these units contain
    restrooms.
    Steel Records Storage Units.  We market
    proprietary portable records storage units that enable customers
    to store documents at their location for easy access, or at one
    of our facilities. Our units are 10.5 feet wide and are
    available in 12 and 23-foot lengths. The units feature
    high-security doors and locks, electrical wiring, shelving,
    folding work tables and air filtration systems. We believe our
    product is a cost-effective alternative to mass warehouse
    storage, with a high level of fire and water damage protection.
    Van Trailers  Non-Core Storage
    Units.  Our acquisitions typically entail the
    purchase of small companies with lease fleets primarily
    comprised of standard ISO containers. However, many of these
    companies also have van trailers and other manufactured storage
    products, which we believe do not have the same advantages as
    standard containers. It is our goal to dispose of these units
    from our fleet either as their initial rental period ends or
    within a few years. We do not remanufacture these products. See
    Product Lives 5




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##### Table of Contents



and Durability  Van Trailers  Non-Core
    Storage Units below. At December 31, 2009, van
    trailers comprised less than 0.4% of our lease fleet net book
    value.  
    Timber Units  Non-Core Units.  In
    connection with the MSG transaction, we acquired assets that
    were not part of our principal lease fleet. These assets include
    timber units in the U.K., which are older wood constructed
    mobile offices. We dispose of these non-core assets as
    opportunities permit.
    Portable Toilets  Non-Core
    Units.  Other units acquired in the MSG
    transaction include portable toilets, which are typically leased
    in conjunction with office unit leases in the U.K.    Product
    Lives and Durability
  per-unit
        Sales

SalesRevenue as a

Revenue as aNumber of

Sales

Original

Percentage of

Percentage ofUnits Sold

Revenue

Cost(1)

Original Cost

Net Book Value(Dollars in thousands)Sales fleet(2)


38,437


$
123,100


$
81,325



151
%


151
%Lease fleet, by period held before sale:Less than 5 years


27,622


$
86,766


$
59,768



145
%


151
%5 to 10 years


4,840


$
21,535


$
14,742



146
%


162
%10 to 15 years


1,195


$
4,795


$
3,361



143
%


168
%15 to 20 years


188


$
617


$
439



141
%


176
%20+ years


9


$
33


$
29



111
%


161
%  6




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##### Table of Contents



(1)
    
    Original cost for purposes of this table includes
    (i) the price we paid for the unit, plus (ii) the cost
    of our manufacturing or remanufacturing, which includes both the
    cost of customizing units incurred, plus (iii) the freight
    charges to our branch when the unit is first placed in service.
    For manufactured units, cost includes our manufacturing cost and
    the freight charges to the branch location where the unit is
    first placed into service.(2)
    
    Includes sales of raw ISO containers.        Age of Containers(By Number of Years in Our Lease Fleet)

Total Number/0  5

6  10

11  15

16  20

Over 21

Average DollarType 1

Number of units


6,034



1,438



2,020



123



6



9,621Average monthly rent

$
68.02


$
83.43


$
85.22


$
80.80


$
78.54


$
74.10Type 2

Number of units


892



630



483



71



5



2,081Average monthly rent

$
85.27


$
87.29


$
86.06


$
81.17


$
87.32


$
85.93Type 3

Number of units


17,530



2,344



1,701



519



87



22,181Average monthly rent

$
67.03


$
83.61


$
85.42


$
84.19


$
83.11


$
70.66Type 4

Number of units


264



268



491



64



6



1,093Average monthly rent

$
106.54


$
102.34


$
106.63


$
100.88


$
96.06


$
105.16Type 5

Number of units


480



275



709



25



1



1,490Average monthly rent

$
103.89


$
114.50


$
124.03


$
118.69


$
119.17


$
115.69Type 6

Number of units


6,164



5,021



2,389



258



20



13,852Average monthly rent

$
124.19


$
124.60


$
131.11


$
127.02


$
125.07


$
125.59Type 7

Number of units


20,151



9,522



2,349



100



41



32,163Average monthly rent

$
111.52


$
111.89


$
121.22


$
125.20


$
112.67


$
112.38Type 8

Number of units


301



281



326



22



6



936Average monthly rent

$
164.46


$
161.26


$
166.85


$
156.30


$
170.99


$
164.18    7




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##### Table of Contents




    results of our lenders independent appraisal of our lease
    fleet;
    practices of the major competitors in our industry;
    our experience concerning useful life of the units;
    profit margins we are achieving on sales of depreciated
    units; and
    lease rates we obtain on older units.      Steel Storage, Steel Office and Combination
    Units. storage/office
  Wood Mobile Office Units.
    Van Trailers  Non-Core Storage
    Units.
  Timber Units  Non-Core Units.
  Portable Toilets  Non-Core
    Units.
  Lease
    Fleet Configuration
   8




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##### Table of Contents



Dollars


Units(Dollars in thousands)Lease fleet at December 31, 2008, net

$
1,078,156



273,748Purchases:Container purchases including freight


694



307Manufactured units:Steel containers, combination storage/office combo units and
    steel security offices


1,048



67Wood mobile offices


41



2Remanufacturing and customization of units purchased or obtained
    through acquisitions(1)


17,282



1,089
(3)Other(2)


(10,707
)


(3,291
)(4)Cost of sales from lease fleet


(21,896
)


(14,714
)Effect of exchange rate changes


10,122Depreciation


(19,412
)Lease fleet at December 31, 2009, net

$
1,055,328



257,208     (1)
    
    Does not include any routine maintenance, which is expensed as
    incurred.(2)
    
    Includes adjustments to valuation on acquired MSG units,
    primarily trailers, additional cost on splitting units and net
    transfers from finished goods.(3)
    
    These units include the net additional units that were the
    result of splitting steel containers into one or more shorter
    units, such as splitting a 40-foot container into two 20-foot
    units, or one 25-foot unit and one 15-foot unit and includes
    units moved from finished goods to lease fleet(4)
    
    Includes net units transferred in and out of lease fleet.    Percentage ofLease Fleet


Number of Units


Units(In thousands)Steel storage containers

$
621,466



206,925



81
%Offices


526,951



41,946



16
%Van trailers


5,557



8,337



3
%Other (chassis and ancillary products)


2,6511,156,625Accumulated depreciation


(101,297
)$
1,055,328



257,208



100
%  9




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##### Table of Contents



Branch
    Operations
    (on-site
        Sales and
    Marketing
     10




---



##### Table of Contents



branch-by-branch
      Customers
     11




---



##### Table of Contents



ApproximatePercentage of


RepresentativeBusiness

Units on Lease


Customers

Typical ApplicationConsumer service and retail businesses


33.5%


Department, drug, grocery and strip mall stores, hotels,
    restaurants, dry cleaners and service stations

Inventory storage, record storage and seasonal needsConstruction


27.9%


General, electrical, plumbing and mechanical contractors,
    landscapers, residential homebuilders and equipment rental
    companies

Equipment and materials storage and job officesIndustrial and commercial


21.5%


Distributors, trucking and utility companies, finance and
    insurance companies and film production companies

Raw materials, equipment, record storage, in-plant office and
    seasonal needsGovernment and Institutions


10.1%


Schools, hospitals, medical centers, military, Native American
    tribal governments and reservations and national, state, county
    and local governmental agencies

Athletic equipment, military storage, disaster preparedness,
    supplier, record storage, security office, supplies, equipment
    storage, temporary office space and seasonal needsConsumers


6.0%


Homeowners

Backyard storage and storage of household goods during
    relocation or renovation; storage at our locationOther


1.0%   Remanufacturing
   12




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##### Table of Contents



Vehicles
    Enterprise
    Resource Planning and Customer Relationship Management (CRM)
    Systems
    Lease
    Terms
  month-to-month
  Competition
   13




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##### Table of Contents



Employees
    Management


160Administrative


355Sales and marketing


270Manufacturing


165Drivers and storage unit handling


525   Seasonality
    Access to
    Information
  www.mobilemini.com. Form 10-K, Form 10-Q, Form 8-K Form 10-K,
  ITEM 1A.
    RISK
    FACTORS.  A
    continued economic slowdown, particularly in the non-residential
    construction sector of the economy, could reduce demand from
    some of our customers, which could negatively impact our
    financial results.
    
    reduction in consumer and business spending, which would result
    in a reduction in demand for our products;
    a negative impact on the ability of our customers to timely pay
    their obligations to us or our vendors to timely supply
    services, thus reducing our cash flow; and
    an increase in counterparty risk.   14




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##### Table of Contents



Global
    capital and credit markets conditions could have an adverse
    effect on our ability to access the capital and credit markets,
    including via our credit facility.
        We
    face intense competition that may lead to our inability to
    increase or maintain our prices, which could have a material
    adverse impact on our results of operations.
    Unionization
    by some or all of our employees could cause increases in
    operating costs.
     15




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##### Table of Contents



We
    operate with a high amount of debt and we may incur significant
    additional indebtedness.
    
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness, which could
    reduce the availability of our cash flow to fund future working
    capital, capital expenditures, acquisitions and other general
    corporate purposes;
    make it more difficult for us to satisfy our obligations with
    respect to our Senior Notes;
    expose us to the risk of increased interest rates, as certain of
    our borrowings will be at variable rates of interest;
    require us to sell assets to reduce indebtedness or influence
    our decisions about whether to do so;
    increase our vulnerability to general adverse economic and
    industry conditions;
    limit our flexibility in planning for, or reacting to, changes
    in our business and our industry;
    restrict us from making strategic acquisitions or pursuing
    business opportunities; and
    limit, along with the financial and other restrictive covenants
    in our indebtedness, among other things, our ability to borrow
    additional funds. Failing to comply with those covenants could
    result in an event of default which, if not cured or waived,
    could have a material adverse effect on our business, financial
    condition and results of operations.  Covenants
    in our debt instruments restrict or prohibit our ability to
    engage in or enter into a variety of transactions.
       16




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##### Table of Contents



We may
    not be able to generate sufficient cash to service all of our
    debt, and may be forced to take other actions to satisfy our
    obligations under such indebtedness, which may not be
    successful.
      The
    market price of our common stock has been volatile and may
    continue to be volatile and the value of your investment may
    decline.
    
    changes in general conditions in the economy, geopolitical
    events or the financial markets;
    variations in our quarterly operating results;
    changes in financial estimates by securities analysts;
    other developments affecting us, our industry, customers or
    competitors;
    changes in demand for our products or the prices we charge due
    to changes in economic conditions, competition or other factors;
    general economic conditions in the markets where we operate;
    the cyclical nature of our customers businesses,
    particularly those operating in the construction sectors; 17




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##### Table of Contents




    rental rate changes in response to competitive factors;
    bankruptcy or insolvency of our customers, thereby reducing
    demand for our used units;
    seasonal rental patterns, with rental activity tending to be
    lowest in the first quarter of the year;
    timing of acquisitions of companies and new location openings
    and related costs;
    labor shortages, work stoppages or other labor difficulties;
    possible unrecorded liabilities of acquired companies;
    possible write-offs or exceptional charges due to changes in
    applicable accounting standards, goodwill impairment, or
    impairment of assets;
    the operating and stock price performance of companies that
    investors deem comparable to us; and
    the number of shares available for resale in the public markets
    under applicable securities laws.  Fluctuations
    between the British pound and U.S. dollar could adversely affect
    our results of operations.
    If we
    determine that our goodwill has become impaired, we may incur
    significant charges to our pre-tax income.
     18




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##### Table of Contents



We are
    subject to environmental regulations and could incur costs
    relating to environmental matters.
    
    the emission and discharge of hazardous materials into the
    ground, air, or water;
    the exposure to hazardous materials; and
    the generation, handling, storage, use, treatment,
    identification, transportation, and disposal of industrial
    by-products,
    waste water, storm water, oil/fuel and other hazardous materials.        The
    supply and cost of used ISO containers fluctuates, which can
    affect our pricing and our ability to grow.
    The
    supply and cost of raw materials we use in manufacturing
    fluctuates and could increase our operating costs.
    Some
    zoning laws in the U.S. and Canada and temporary planning
    permission regulations in Europe restrict the use of our
    portable storage and office units and therefore limit our
    ability to offer our products in all markets.
   19




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##### Table of Contents



If we
    fail to retain key management and personnel, we may be unable to
    implement our business plan.
    We may
    not be able to successfully acquire new operations or integrate
    future acquisitions, which could cause our business to
    suffer.
    
    the key personnel of the acquired company may decide not to work
    for us;
    we may experience business disruptions as a result of
    information technology systems conversions;
    we may experience additional financial and accounting challenges
    and complexities in areas such as tax planning, treasury
    management, and financial reporting;
    we may be held liable for environmental risks and liabilities as
    a result of our acquisitions, some of which we may not have
    discovered during our due diligence;
    our ongoing business may be disrupted or receive insufficient
    management attention; and
    we may not be able to realize the cost savings or other
    financial benefits we anticipated.        We are
    exposed to various possible claims relating to our business and
    our insurance may not fully protect us.
     20




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##### Table of Contents



We may
    not be able to adequately protect our intellectual property and
    other proprietary rights that are material to our
    business.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES.        Stockton-on-Tees,
  ITEM 3.
    LEGAL
    PROCEEDINGS.     21




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##### Table of Contents



ITEM 4.
    RESERVED. PART II  ITEM 5.
    MARKET
    FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
    PURCHASES OF EQUITY SECURITIES.  Common
    Stock Prices
    2008


2009High


Low


High


LowQuarter ended March 31,

$
20.13


$
14.07


$
15.79


$
8.26Quarter ended June 30,

$
25.31


$
18.61


$
15.18


$
11.02Quarter ended September 30,

$
26.14


$
15.00


$
18.25


$
13.85Quarter ended December 31,

$
19.37


$
10.88


$
17.96


$
13.77       Sales of
    Unregistered Securities; Repurchases of Securities
       22




---



##### Table of Contents



Stock
    Performance Graph
  The following Performance Graph and related information shall
    not be deemed soliciting material or
    filed with the SEC, nor should such information be
    incorporated by reference into any future filings under the
    Securities Act of 1933 or the Securities Exchange Act of 1934,
    each as amended, except to the extent that Mobile Mini
    specifically incorporates it by reference in such filing.
    STOCK
    PERFORMANCE GRAPH
    Mobile Mini, Inc.
    At December 31, 2009
    Total Return* Performance
  
  Period Ended December 31,Index

2004

2005

2006

2007

2008

2009Mobile Mini, Inc.

$
100.0


$
143.46


$
163.08


$
112.23


$
87.29


$
85.29Standard & Poors SmallCap 600

$
100.0


$
107.68


$
123.96


$
123.59


$
85.19


$
106.97Nasdaq Stock Market Index (U.S.)

$
100.0


$
102.13


$
112.19


$
121.68


$
58.64


$
84.28    *
    
    Total Return based on $100 initial investment and reinvestment
    of dividends. 23




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA.    two-for-one two-for-one
  Year Ended December 31,2005


2006


2007


2008


2009(In thousands, except per share and operating data)Consolidated Statements of Income Data:Revenues:Leasing

$
188,578


$
245,105


$
284,638


$
371,560


$
333,521Sales


17,499



26,824



31,644



41,267



38,605Other


1,093



1,434



2,020



2,577



2,335Total revenues


207,170



273,363



318,302



415,404



374,461Costs and expenses:Cost of sales


10,845



17,186



21,651



28,044



25,795Leasing, selling and general expenses


109,257



139,906



166,994



212,335



192,861Integration, merger and restructuring expense














24,427



11,305Goodwill impairment














13,667



Depreciation and amortization


12,854



16,741



21,149



31,767



39,082Total costs and expenses


132,956



173,833



209,794



310,240



269,043Income from operations


74,214



99,530



108,508



105,164



105,418Other income (expense):Interest income


11



437



101



135



29Other income


3,160















Interest expense


(23,177
)


(23,681
)


(24,906
)


(48,146
)


(59,504
)Debt extinguishment expense






(6,425
)


(11,224
)






Foreign currency exchange gains (loss)






66



107



(112
)


(88
)Income before provision for income taxes


54,208



69,927



72,586



57,041



45,855Provision for income taxes


20,220



27,151



28,410



28,000



18,057Net income


33,988



42,776



44,176



29,041



27,798Earnings allocable to preferred stock














(2,739
)


(5,431
)Net income available to common stockholders

$
33,988


$
42,776


$
44,176


$
26,302


$
22,367Earnings per share:Basic

$
1.14


$
1.25


$
1.24


$
0.77


$
0.65Diluted

$
1.10


$
1.21


$
1.22


$
0.75


$
0.64Weighted average number of common and common share equivalents
    outstanding:Basic


29,867



34,243



35,489



34,155



34,597Diluted


30,875



35,425



36,296



38,875



43,252Other Data:EBITDA(1)

$
90,239


$
116,774


$
129,865


$
136,954


$
144,441Net cash provided by operating activities


69,249



76,884



91,299



98,518



86,770Net cash (used in) provided by investing activities


(113,275
)


(192,763
)


(138,682
)


(97,913
)


3,048Net cash provided by (used in) financing activities


43,282



116,966



48,427



(6,689
)


(82,999
)Operating Data:Number of branches (at year end)


51



62



66



94



91Lease fleet units (at year end)


116,317



149,615



160,116



273,748



257,208Lease fleet covenant utilization (annual average)


82.9
%


82.7
%


79.6
%


75.0
%


59.2
%Lease revenue growth (reduction) from prior year


25.8
%


30.0
%


16.1
%


30.5
%


(10.2
)%Operating margin


35.8
%


36.4
%


34.1
%


25.3
%


28.2
%Net income margin


16.4
%


15.6
%


13.9
%


7.0
%


7.4
%EBITDA margin(3)


43.6
%


42.7
%


40.8
%


33.0
%


38.6
%   24




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##### Table of Contents



At December 31,2005


2006


2007


2008


2009(In thousands)Consolidated Balance Sheet Data:Lease fleet, net

$
550,464


$
697,439


$
802,923


$
1,078,156


$
1,055,328Total assets


704,957



900,030



1,028,851



1,798,857



1,754,039Total debt


308,585



302,045



387,989



907,206



824,246Stockholders equity


267,975



442,004



457,890



495,228



547,624     Year Ended December 31,2005


2006


2007


2008


2009(In thousands)EBITDA(1)

$
90,239


$
116,774


$
129,865


$
136,954


$
144,441Senior Note redemption premiums






(4,987
)


(8,926
)






Interest paid


(21,727
)


(24,770
)


(27,896
)


(33,032
)


(54,817
)Income and franchise taxes paid


(495
)


(733
)


(797
)


(667
)


(1,055
)Provision for loss from natural disasters


1,710















Provision for restructuring charge














5,626



(19
)Goodwill impairment














13,667



Share-based compensation expense


19



3,066



4,028



5,656



5,782Gain on sale of lease fleet units


(3,529
)


(4,922
)


(5,560
)


(9,849
)


(11,661
)Loss on disposal of property, plant and equipment


704



454



203



567



71Change in certain assets and liabilities, net of effect of
    business acquired:Receivables


(5,371
)


(6,580
)


(2,119
)


2,201



21,327Inventories


(4,823
)


628



(610
)


7,655



3,691Deposits and prepaid expenses


(480
)


(1,446
)


(1,754
)


177



3,412Other assets and intangibles


(19
)


(4
)


318



105



(845
)Accounts payable and accrued liabilities


13,021



(596
)


4,547



(30,542
)


(23,557
)Net cash provided by operating activities

$
69,249


$
76,884


$
91,299


$
98,518


$
86,770  25




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##### Table of Contents



Year Ended December 31,2005


2006


2007


2008


2009(In thousands except percentages)Net income

$
33,988


$
42,776


$
44,176


$
29,041


$
27,798Interest expense


23,177



23,681



24,906



48,146



59,504Income taxes


20,220



27,151



28,410



28,000



18,057Depreciation and amortization


12,854



16,741



21,149



31,767



39,082Debt restructuring/extinguishment expense






6,425



11,224







EBITDA(1)


90,239



116,774



129,865



136,954



144,441Hurricane Katrina expense(4)


1,710















Other income(5)


(3,160
)














Integration, merger and restructuring expense(6)














24,427



11,305Goodwill impairment(7)














13,667



Class action settlement, other(8)


















835Adjusted EBITDA(2)

$
88,789


$
116,774


$
129,865


$
175,048


$
156,581EBITDA margin(3)


43.6
%


42.7
%


40.8
%


33.0
%


38.6
%Adjusted EBITDA margin(3)


42.9
%


42.7
%


40.8
%


42.1
%


41.8
%     (1)
    
    EBITDA, as further discussed below, is defined as net income
    before interest expense, income taxes, depreciation and
    amortization, and debt restructuring or extinguishment expense.
    We present EBITDA because we believe it provides useful
    information regarding our ability to meet our future debt
    payment requirements, capital expenditures and working capital
    requirements and that it provides an overall evaluation of our
    financial condition. In addition, EBITDA is a component of
    certain financial covenants under our revolving credit facility
    and is used to determine our available borrowing capacity and
    the facilitys applicable interest rate in effect at the
    end of each measurement period.EBITDA has certain limitations as an analytical tool and should
    not be used as a substitute for net income, cash flows, or other
    consolidated income or cash flow data prepared in accordance
    with generally accepted accounting principles in the
    U.S. or as a measure of our profitability or our liquidity.
    In particular, EBITDA, as defined does not include: Interest expense  because we borrow money
    to partially finance our capital expenditures, primarily related
    to the expansion of our lease fleet, interest expense is a
    necessary element of our cost to secure this financing to
    continue generating additional revenues. Income taxes  because we operate in
    jurisdictions subject to income taxation, income tax expense is
    a necessary element of our costs to operate. Depreciation and amortization  because we
    are a leasing company, our business is very capital intensive
    and we hold acquired assets for a period of time before they
    generate revenues, cash flow and earnings; therefore,
    depreciation and amortization expense is a necessary element of
    our business. Debt restructuring or extinguishment
    expense  debt restructuring and extinguishment
    expenses are not deducted in our various calculations made under
    our prior credit agreements and are treated no differently than
    interest expense. As discussed above, interest expense is a
    necessary element of our cost to finance a portion of the
    capital expenditures needed for the growth of our business.     increasing or decreasing trends in EBITDA; how EBITDA compares to levels of debt and interest
    expense; and whether EBITDA historically has remained at positive
    levels. 26




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##### Table of Contents



Because EBITDA, as defined, excludes some but not all items that
    affect our cash flow from operating activities, EBITDA may not
    be comparable to a similarly titled performance measure
    presented by other companies.(2)
    
    Adjusted EBITDA represents EBITDA plus the sum of certain
    transactions that are excluded when internally evaluating our
    operating performance. Management believes adjusted EBITDA is a
    more meaningful evaluation and comparison of our core business
    when comparing period over period results without regard to
    transactions that potentially distort the performance of our
    core business operating results.(3)
    
    EBITDA and adjusted EBITDA margins are calculated as EBITDA and
    adjusted EBITDA divided by total revenues expressed as a
    percentage. The GAAP financial measure that is most directly
    comparable to EBITDA margin is operating margin, which
    represents operating income divided by revenues. EBITDA margin
    is presented along with the operating margin in the selected
    financial data under Operating Data so as not to
    imply that more emphasis be placed on this measure than the
    corresponding GAAP measure.(4)
    
    Hurricane Katrina expense represents the damages we sustained
    based on our assessment, primarily at our New Orleans, Louisiana
    branch and to units at our customer locations.(5)
    
    Other income represents our net proceeds to a settlement
    agreement to which a third party reimbursed us for a portion of
    losses sustained in two lawsuits.(6)
    
    Integration, merger and restructuring expense represents costs
    we incurred or accrued in connection with the merger with MSG
    and the costs in connection with the restructuring of our
    manufacturing operations as a result of the MSG merger.(7)
    
    Goodwill impairment represents a non-cash charge for a portion
    of our goodwill relating to our United Kingdom and The
    Netherlands operations.(8)
    
    Class action settlement expense represents costs incurred and
    the estimated settlement cost of a purported class action
    lawsuit that management decided to settle in order to avoid the
    uncertainties and cost of continued litigation and other
    non-core leasing expenses.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  The following discussion of our financial condition and
    results of operations should be read together with the
    consolidated financial statements and the accompanying notes
    included elsewhere in this Annual Report. This discussion
    contains forward-looking statements that involve risks and
    uncertainties. Our actual results may differ materially from
    those anticipated in those forward-looking statements as a
    result of certain factors, including, but not limited to, those
    described under Item 1A, Risk Factors.
  start-up
  Executive
    Summary
     27




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multi-unit
          General
         28




---



##### Table of Contents



29




---



##### Table of Contents



period-by-period
    Accounting
    and Operating Overview
       30




---



##### Table of Contents



Results
    of Operations
    Year Ended December 31,2005


2006


2007


2008


2009Revenues:Leasing


91.0
%


89.7
%


89.4
%


89.5
%


89.1
%Sales


8.5



9.8



9.9



9.9



10.3Other


0.5



0.5



0.7



0.6



0.6Total revenues


100.0



100.0



100.0



100.0



100.0Costs and expenses:Cost of sales


5.2



6.3



6.8



6.8



6.9Leasing, selling and general expenses


52.8



51.2



52.5



51.1



51.5Integration, merger and restructuring expense














5.9



3.0Goodwill impairment














3.3



0.0Depreciation and amortization


6.2



6.1



6.6



7.6



10.5Total costs and expenses


64.2



63.6



65.9



74.7



71.9Income from operations


35.8



36.4



34.1



25.3



28.1Other income (expense):Interest income






0.2











Other income


1.6















Interest expense


(11.2
)


(8.7
)


(7.8
)


(11.6
)


(15.9
)Debt extinguishment expense






(2.4
)


(3.5
)






Foreign currency exchange


















Income before provision for income taxes


26.2



25.5



22.8



13.7



12.2Provision for income taxes


9.8



9.9



8.9



6.7



4.8Net income


16.4
%


15.6
%


13.9
%


7.0
%


7.4
%   Twelve
    Months Ended December 31, 2009 Compared to Twelve Months
    Ended December 31, 2008
     31




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##### Table of Contents



32




---



##### Table of Contents



Twelve
    Months Ended December 31, 2008 Compared to Twelve Months
    Ended December 31, 2007
      pick-up
 33




---



##### Table of Contents



34




---



##### Table of Contents



Liquidity
    and Capital Resources
  Liquidity
    Summary
      Revolving Credit Facility.
        work-in-process
 35




---



##### Table of Contents



Operating Activities.
  Investing Activities.
 36




---



##### Table of Contents



Financing Activities.
  Hedging Activities.
  Contractual
    Obligations and Commitments
       37




---



##### Table of Contents



Payments Due by PeriodLess Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


5 Years(In thousands)Revolving credit facility

$
473,655


$



$



$
473,655


$
Scheduled interest payment obligations under our revolving
    credit facility(1)


31,174



13,277



17,897







Senior Notes


348,850











198,850



150,000Scheduled interest payment obligations under our Senior Notes(2)


153,656



29,700



59,400



59,400



5,156Other long-term debt (insurance financing)


955



955











Scheduled interest payment obligations under our long-term
    debt(2)


12



12











Notes payable


173



163



10







Scheduled interest payment obligations under our notes payable(2)


1



1











Obligations under capital leases


4,061



1,484



2,135



442



Scheduled interest payment obligations under our capital
    leases(3)


492



254



209



29



Operating leases(4)


73,898



17,658



25,693



17,198



13,349Total contractual obligations

$
1,086,927


$
63,504


$
105,344


$
749,574


$
168,505     (1)
    
    Scheduled interest rate obligations under our revolving credit
    facility were calculated using our weighted average rate of 2.8%
    at December 31, 2009. Our revolving credit facility is
    subject to a variable rate of interest. The weighted average
    interest rate is inclusive of our fixed rate swap agreements.(2)
    
    Scheduled interest rate obligations under our Senior Notes and
    other long-term debt were calculated using stated rates.(3)
    
    Scheduled interest rate obligations under capital leases were
    calculated using imputed rates ranging from 5.7% to 8.5%.(4)
    
    Operating lease obligations include operating commitments and
    restructuring related commitments and are net of
    sub-lease
    income. For further discussion see Note 12 to our
    Consolidated Financial Statements.  Off-Balance
    Sheet Transactions
    Seasonality
   38




---



##### Table of Contents



Critical
    Accounting Policies, Estimates and Judgments
      Revenue Recognition.
  Share-Based Compensation.
 39




---



##### Table of Contents



Allowance for Doubtful Accounts.
  Years EndedDecember 31,2008

2009(In thousands except per share data)As reported:Net income

$
29,041


$
27,798Diluted earnings per share

$
0.75


$
0.64As adjusted for hypothetical change in reserve estimates:Net income

$
28,245


$
27,390Diluted earnings per share

$
0.73


$
0.63     Impairment of Goodwill.
  
    significant under-performance relative to historical, expected
    or projected future operating results;
    significant changes in the manner of our use of the acquired
    assets or the strategy for our overall business;
    our market capitalization relative to net book value; and
    significant negative industry or general economic trends.       40




---



##### Table of Contents



Impairment of Long-Lived Assets.
  Depreciation Policy.
   41




---



##### Table of Contents



30-year
  UsefulResidual


Life inValue


Years


2008


2009(In thousands except per share data)As Reported(1):


55
%


30Net income









$
n/a


$
27,798Diluted earnings per share









$
n/a


$
0.64As adjusted for change in estimates:


70
%


20Net income









$
29,041


$
27,798Diluted earnings per share









$
0.75


$
0.64As adjusted for change in estimates(2):


62.5
%


25Net income









$
29,041


$
27,798Diluted earnings per share









$
0.75


$
0.64As adjusted for change in estimates:


50
%


20Net income









$
25,038


$
22,190Diluted earnings per share









$
0.64


$
0.51As adjusted for change in estimates:


40
%


40Net income









$
29,041


$
27,798Diluted earnings per share









$
0.75


$
0.64As adjusted for change in estimates:


30
%


25Net income









$
23,837


$
20,508Diluted earnings per share









$
0.61


$
0.47As adjusted for change in estimates:


25
%


25Net income









$
23,037


$
19,386Diluted earnings per share









$
0.59


$
0.45     (1)
    
    Effective April 2009(2)
    
    Prior to April 2009  Insurance Reserves.
 42




---



##### Table of Contents



Contingencies.
  Deferred Taxes.
      Recent
    Accounting Pronouncements
  Accounting Standards Codification.
  Fair Value Measurements.
  Business Combinations.
 43




---



##### Table of Contents



Determining the Useful Life of Intangible
    Assets.
  Subsequent Events.
  Transfers of Financial Assets.
  Fair Value Measurement of Liabilities.
           44




---



##### Table of Contents



Multiple Element Arrangements.
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Interest Rate Swap Agreement.
      Total at

Total Fair ValueAt December 31,

December 31,

at December 31,2010

2011

2012

2013

2014

Thereafter

2009

2009(In thousands, except percentages)Debt:Fixed rate

$
2,602


$
1,298


$
847


$
289


$
199,003


$
150,000


$
354,039


$
353,743Average interest rate


























8.48
%Floating rate(1)

$



$



$



$
473,655


$



$



$
473,655


$
473,655Average interest rate


























2.80
%Operating leases:

$
17,658


$
14,152


$
11,541


$
9,751


$
7,447


$
13,349


$
73,898     (1)
    
    Included in our floating rate line of credit facility are
    $200 million of fixed-rate swap agreements with a weighted
    average interest rate of 4.0275% that mature in 2010 and 2011.  Impact of Foreign Currency Rate Changes. non-U.S. operations
 45




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
  Reports of Independent Registered Public
    Accounting Firm


47Consolidated Balance Sheets 
    December 31, 2008 and 2009


48Consolidated Statements of Income  For
    the Years Ended December 31, 2007, 2008 and 2009


49Consolidated Statements of Preferred Stock and
    Stockholders Equity  For the Years Ended
    December 31, 2007, 2008 and 2009


50Consolidated Statements of Cash Flows 
    For the Years Ended December 31, 2007, 2008 and 2009


51Notes to Consolidated Financial Statements


52  46




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm            
    47




---



##### Table of Contents



MOBILE
    MINI, INC.
  CONSOLIDATED
    BALANCE SHEETS
 (In
    thousands except per share data)
  December 31,2008


2009ASSETSCash

$
3,184


$
1,740Receivables, net of allowance for doubtful accounts of $7,193
    and $3,715, respectively


61,424



40,867Inventories


26,577



22,147Lease fleet, net


1,078,156



1,055,328Property, plant and equipment, net


88,509



84,160Deposits and prepaid expenses


13,287



9,916Other assets and intangibles, net


35,063



26,643Goodwill


492,657



513,238Total assets

$
1,798,857


$
1,754,039LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Accounts payable

$
21,433


$
14,130Accrued liabilities


86,214



64,915Line of credit


554,532



473,655Notes payable


1,380



1,128Obligations under capital leases


5,497



4,061Senior notes, net of discount of $4,203 and $3,448 at
    December 31, 2008 and December 31, 2009, respectively


345,797



345,402Deferred income taxes


134,786



155,697Total liabilities


1,149,639



1,058,988Commitments and contingenciesConvertible preferred stock: $.01 par value,
    20,000 shares authorized, 8,556 issued and outstanding at
    December 31, 2008 and 8,191 outstanding at
    December 31, 2009, stated at its liquidity preference values


153,990



147,427Stockholders equity:Common stock: $.01 par value, 95,000 shares authorized
    37,489 issued and 35,314 outstanding at December 31, 2008
    and 38,451 issued and 36,276 outstanding at December 31,
    2009, respectively


375



385Additional paid-in capital


328,696



341,597Retained earnings


242,935



270,733Accumulated other comprehensive loss


(37,478
)


(25,791
)Treasury stock, at cost, 2,175 shares


(39,300
)


(39,300
)Total stockholders equity


495,228



547,624Total liabilities and stockholders equity

$
1,798,857


$
1,754,039    48




---



##### Table of Contents



MOBILE
    MINI, INC.
  CONSOLIDATED
    STATEMENTS OF INCOME
  For the Years Ended December 31,2007


2008


2009(In thousands except per share data)Revenues:Leasing

$
284,638


$
371,560


$
333,521Sales


31,644



41,267



38,605Other


2,020



2,577



2,335Total revenues


318,302



415,404



374,461Costs and expenses:Cost of sales


21,651



28,044



25,795Leasing, selling and general expenses


166,994



212,335



192,861Integration, merger and restructuring expenses






24,427



11,305Goodwill impairment






13,667



Depreciation and amortization


21,149



31,767



39,082Total costs and expenses


209,794



310,240



269,043Income from operations


108,508



105,164



105,418Other income (expense):Interest income


101



135



29Interest expense


(24,906
)


(48,146
)


(59,504
)Debt extinguishment expense


(11,224
)






Foreign currency exchange gains (loss)


107



(112
)


(88
)Income before provision for income taxes


72,586



57,041



45,855Provision for income taxes


28,410



28,000



18,057Net income


44,176



29,041



27,798Earnings allocable to preferred stock






(2,739
)


(5,431
)Net income available to common stockholders

$
44,176


$
26,302


$
22,367Earnings per share:Basic

$
1.24


$
0.77


$
0.65Diluted

$
1.22


$
0.75


$
0.64Weighted average number of common and common share equivalents
    outstanding:Basic


35,489



34,155



34,597Diluted


36,296



38,875



43,252    49




---



##### Table of Contents



MOBILE
    MINI, INC.
  CONSOLIDATED
    STATEMENTS OF PREFERRED STOCK AND STOCKHOLDERS EQUITY
 For
    the years ended December 31, 2007, 2008 and
    2009
  Preferred Stock


Stockholders EquitySeries A














AccumulatedConvertible


Shares of





Additional





OtherPreferred Stock


Common


Common


Paid-In


Retained


Comprehensive


Treasury


StockholdersShares


Amount


Stock


Stock


Capital


Earnings


Income (Loss)


Stock


Equity(In thousands)Balance, December 31, 2006





$




35,898


$
359


$
268,456


$
169,718


$
3,471


$



$
442,004Net income






















44,176











44,176Fair value change in derivatives, (net of income tax benefit of
    $816)


























(1,293
)






(1,293
)Foreign currency translation, (net of income tax expense of $724)


























2,158







2,158Comprehensive income


































45,041Exercise of stock options










519



5



5,602















5,607Tax benefit shortfall on stock option exercises


















(46
)














(46
)Purchase of treasury stock, at cost










(2,175
)


















(39,300
)


(39,300
)Restricted stock grants










331



3



(3
)














Share-based compensation


















4,584















4,584Balance, December 31, 2007










34,573



367



278,593



213,894



4,336



(39,300
)


457,890Net income






















29,041











29,041Fair value change in derivatives, (net of income tax benefit of
    $3,982)


























(6,299
)






(6,299
)Foreign currency translation, (net of income tax benefit of
    $1,351)


























(35,515
)






(35,515
)Comprehensive loss


































(12,773
)Exercise of stock options










134



2



1,470















1,472Tax benefit shortfall on stock option exercises


















(407
)














(407
)Issuance of Series A Convertible Preferred Stock related to
    MSG Merger (net of registration and issuance costs of $85)


8,556



153,990











42,525















42,525Restricted stock grants










607



6



(6
)














Share-based compensation


















6,521















6,521Balance, December 31, 2008


8,556



153,990



35,314



375



328,696



242,935



(37,478
)


(39,300
)


495,228Net income






















27,798











27,798Fair value change in derivatives, (net of income tax expense of
    $1,493)


























2,335







2,335Foreign currency translation, (net of income tax expense of $926)


























9,352







9,352Comprehensive income


































39,485Exercise of stock options










77



1



799















800Tax benefit shortfall on stock option exercises


















(542
)














(542
)Preferred stock converted to common stock


(365
)


(6,563
)


365



4



6,559















6,563Restricted stock grants










520



5



(5
)














Share-based compensation


















6,090















6,090Balance, December 31, 2009


8,191


$
147,427



36,276


$
385


$
341,597


$
270,733


$
(25,791
)

$
(39,300
)

$
547,624    50




---



##### Table of Contents



MOBILE
    MINI, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Years Ended December 31,2007


2008


2009(In thousands)Cash Flows From Operating Activities:Net income

$
44,176


$
29,041


$
27,798Adjustments to reconcile net income to net cash provided by
    operating activities:Debt extinguishment expense


2,298







Provision for doubtful accounts


1,869



5,261



2,701Provision for restructuring charge






5,626



(19
)Goodwill impairment






13,667



Amortization of deferred financing costs


929



2,455



4,456Amortization of long term liabilities


56



418



906Share-based compensation expense


4,028



5,656



5,782Depreciation and amortization


21,149



31,767



39,082Gain on sale of lease fleet units


(5,560
)


(9,849
)


(11,661
)Loss on disposal of property, plant and equipment


203



567



71Deferred income taxes


27,356



27,923



17,201Foreign currency (gain) loss


(107
)


112



88Changes in certain assets and liabilities, net of effect of
    businesses acquired:Receivables


(3,988
)


(3,060
)


18,626Inventories


(610
)


7,655



3,691Deposits and prepaid expenses


(1,754
)


177



3,412Other assets and intangibles


318



105



(845
)Accounts payable


2,691



(15,731
)


(6,293
)Accrued liabilities


(1,755
)


(3,272
)


(18,226
)Net cash provided by operating activities


91,299



98,518



86,770Cash Flows From Investing Activities:Cash paid for businesses acquired


(9,734
)


(33,250
)


Additions to lease fleet, excluding acquisitions


(126,733
)


(76,622
)


(21,517
)Proceeds from sale of lease fleet units


16,181



28,338



33,495Additions to property, plant and equipment


(18,522
)


(16,874
)


(10,294
)Proceeds from sale of property, plant and equipment


126



495



1,252Other










112Net cash (used in) provided by investing activities


(138,682
)


(97,913
)


3,048Cash Flows From Financing Activities:Net borrowings under lines of credit


34,128



120,341



(80,877
)Redemption of 9.5% Senior Notes


(97,500
)






Redemption of 9.75% Senior Notes










(1,150
)Proceeds from issuance of 6.875% Senior Notes


149,322







Deferred financing costs


(3,768
)


(15,166
)


(75
)Proceeds from issuance of notes payable


1,216



1,249



1,272Principal payments on notes payable


(1,254
)


(113,881
)


(1,533
)Principal payments on capital lease obligations


(24
)


(704
)


(1,436
)Issuance of common stock, net


5,607



1,472



800Purchase of treasury stock, at cost


(39,300
)






Net cash provided by (used in) financing activities


48,427



(6,689
)


(82,999
)Effect of exchange rate changes on cash


1,289



5,565



(8,263
)Net increase (decrease) in cash


2,333



(519
)


(1,444
)Cash at beginning of year


1,370



3,703



3,184Cash at end of year

$
3,703


$
3,184


$
1,740Supplemental Disclosure of Cash Flow Information:Cash paid during the year for interest

$
27,896


$
33,032


$
54,817Cash paid during the year for income and franchise taxes

$
797


$
667


$
1,055Interest rate swap changes in value charged to equity

$
1,293


$
6,299


$
2,335    51




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  (1)
    Mobile
    Mini, its Operations and Summary of Significant Accounting
    Policies:  Organization
    and Special Considerations
      Principles
    of Consolidation
    Revenue
    Recognition
    Cost
    of Sales
    Advertising
    Costs
   52




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Receivables
    and Allowance for Doubtful Accounts
    Concentration
    of Credit Risk
  month-to-month
  Inventories
  first-in, work-in-process Work-in-process
    2008


2009(In thousands)Raw materials and supplies

$
16,991


$
15,750Work-in-process


1,611



589Finished portable storage units


7,975



5,808$
26,577


$
22,147    53




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    Plant and Equipment
        EstimatedUseful Life inYears

2008

2009(In thousands)Land





$
10,978


$
11,129Vehicles and machinery


5 to 20



78,592



76,037Buildings and improvements(1)


30



13,868



15,012Office fixtures and equipment


5



20,948



26,404124,386



128,582Less accumulated depreciation






(35,877
)


(44,422
)Total property, plant and equipment





$
88,509


$
84,160     (1)
    
    Improvements made to leased properties are depreciated over the
    lesser of the estimated remaining life or the remaining term of
    the respective lease.  Other
    Assets and Intangibles
   54




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2008


December 31, 2009Gross





Net


GrossCarrying


Accumulated


Carrying


Carrying


Accumulated


Net CarryingAmount


Amortization


Amount


Amount


Amortization


AmountDeferred financing costs

$
21,756


$
(4,263
)

$
17,493


$
21,831


$
(7,977
)

$
13,854Customer relationships


20,166



(3,454
)


16,712



21,572



(9,266
)


12,306Trade names/trademarks


864



(343
)


521



943



(750
)


193Non-compete agreements


330



(120
)


210



273



(123
)


150Patents and other


211



(84
)


127



218



(78
)


140Total

$
43,327


$
(8,264
)

$
35,063


$
44,837


$
(18,194
)

$
26,643     Income
    Taxes
    Earnings
    per Share
   55




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2008


2009(In thousands except earnings per share)Historical net income per share:Numerator:Net income

$
44,176


$
29,041


$
27,798Less: Earnings allocable to preferred stock






(2,739
)


(5,431
)Net income available to common stockholders

$
44,176


$
26,302


$
22,367Basic EPS Denominator:Common stock outstanding beginning of period


35,640



34,041



34,324Effect of weighted shares:Weighted shares issued during the period ended December 31,


302



114



273Weighted shared purchased during the period ended
    December 31,


(453
)






Denominator for basic net income per share


35,489



34,155



34,597Diluted EPS Denominator:Common shares outstanding, beginning of year


35,640



34,041



34,324Effect of weighting shares:Weighted common shares issued during the period ended
    December 31,


302



114



273Weighted common shares purchased during the period ended
    December 31,


(453
)






Dilutive effect of employee stock options on nonvested
    share-awards assumed converted during the period ended
    December 31,


807



372



257Dilutive effect of convertible preferred stock assumed converted
    during the period ended December 31,






4,348



8,398Denominator for diluted net income per share


36,296



38,875



43,252Basic net income per share

$
1.24


$
0.77


$
0.65Diluted net income per share

$
1.22


$
0.75


$
0.64    56




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Long-Lived
    Assets
    Goodwill
       57




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Gross goodwill


Impairments


Net goodwillBalance at January 1, 2008

$
79,790


$



$
79,790Acquisitions


452,607







452,607Impairment(1)






(13,667
)


(13,667
)Foreign currency(2)


(26,073
)






(26,073
)Balance at December 31, 2008


506,324



(13,667
)


492,657Adjustments(3)


14,735







14,735Foreign currency(2)


5,846







5,846Balance at December 31, 2009

$
526,905


$
(13,667
)

$
513,238     (1)
    
    Represents goodwill impairment of approximately
    $12.8 million related to the U.K. reporting unit and
    $0.9 million related to The Netherlands reporting unit.(2)
    
    Represents foreign currency translation adjustments related to
    the U.K. and The Netherlands reporting units.(3)
    
    Represents purchase price allocation adjustments related to the
    North America and U.K. reporting units.  Fair
    Value of Financial Instruments
      Deferred
    Financing Costs
   58




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Derivatives
          Interest Rate Swap AgreementsDerivatives Fair ValueHedging Relationships

Balance Sheet Location

Fair Value(In thousands)December 31, 2008

Accrued liabilities

$
(11,532
)December 31, 2009

Accrued liabilities

$
(7,703
)   Interest Rate Swap AgreementsAmount of Gain or(Loss) RecognizedDerivatives Fair Value

in OCI onHedging Relationships

Derivative(In thousands)December 31, 2008 (net of income tax benefit of
    $4.0 million)

$
(6,299
)December 31, 2009 (net of income taxes of $1.5 million)

$
2,335   Share-Based
    Compensation
    with-and-without with-and-without
 59




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Foreign
    Currency Translation and Transactions
  non-U.S. operations,
  Use of
    Estimates
    Impact
    of Recently Issued Accounting Standards
  Accounting Standards Codification.
  Fair Value Measurements.
  Business Combinations.
   60




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Determining the Useful Life of Intangible
    Assets.
  Subsequent Events.
  Transfers of Financial Assets.
  Fair Value Measurement of Liabilities.
            Multiple Element Arrangements.
 61




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (2)
    Fair
    Value Measurements            QuotedPrices inActive Markets for

Significant

SignificantIdentical

Other Observable

UnobservableAssets

Inputs

Inputs

ValuationInterest Swap Agreements.

Fair Value

(Level 1)

(Level 2)

(Level 3)

Technique(In thousands)December 31, 2008

$
(11,532
)

$



$
(11,532
)

$




(1
)December 31, 2009

$
(7,703
)

$



$
(7,703
)

$




(1
)     (1)
    
    The Companys interest rate swap agreements are not traded
    on a market exchange; therefore, the fair values are determined
    using valuation models which include assumptions about the LIBOR
    yield curve at the reporting dates as well as counterparty
    credit risk and the Companys own non-performance risk. The
    Company has consistently applied these calculation techniques to
    all periods presented. At December 31, 2008 and 2009, the
    fair value of interest rate swap agreements is recorded in
    accrued liabilities in the Companys consolidated balance
    sheet.  (3)
    Lease
    Fleet   62




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2009(In thousands)Steel storage containers

$
616,750


$
621,466Offices


523,242



526,951Van trailers


15,610



5,557Other (chassis and ancillary products)


2,161



2,6511,157,763



1,156,625Accumulated depreciation


(79,607
)


(101,297
)$
1,078,156


$
1,055,328   (4)
    Line of
    Credit:      work-in-process
         63




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (5)
    Notes
    Payable:    2008


2009(In thousands)Notes payable to financial institution, interest at 2.98%
    payable in fixed monthly installments, maturing September 2010,
    unsecured

$



$
955Notes payable to financial institution, interest at 4.81%
    payable in fixed monthly installments, matured September 2009,
    unsecured


1,026



Other notes payable, maturing through 2011


354



173$
1,380


$
1,128   (6)
    Obligations
    Under Capital Leases:   64




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010

$
1,7382011


1,4322012


9122013


3142014


157Total


4,553Amount representing interest


(492
)Present value of minimum lease payments

$
4,061   (7)
    Equity
    and Debt Issuances:  Mobile
    Mini Supplemental Indenture
    MSG
    Supplemental Indenture
     65




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Future
    Debt Obligations
    2010

$
2,6022011


1,2982012


8472013


473,9442014


199,003Thereafter


150,000$
827,694   Preferred
    Stock
    payment-in-kind
  Form S-3
   66




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (8)
    Income
    Taxes:    2007


2008


2009(In thousands)U.S.

$
75,355


$
70,534


$
44,362Other Nations


(2,769
)


(13,493
)


1,493$
72,586


$
57,041


$
45,855     2007


2008


2009(In thousands)Current:U.S. Federal

$



$



$
(262
)State


413



210



333Other Nations










413



210



71Deferred:U.S. Federal


24,845



26,549



16,574State


3,978



2,662



1,661Other Nations


(826
)


(1,421
)


(249
)27,997



27,790



17,986$
28,410


$
28,000


$
18,057     2008


2009(In thousands)Deferred tax assets:Net operating loss carryforwards

$
88,178


$
92,588Deferred revenue and expenses


7,950



5,941Accrued compensation and other benefits


4,454



2,861Allowance for doubtful accounts


2,185



1,116Other


4,542



6,545Total deferred tax assets


107,309



109,051Valuation allowance


(1,126
)


(1,126
)Net deferred tax assets


106,183



107,925Deferred tax liabilities:Accelerated tax depreciation


(239,794
)


(254,977
)Accelerated tax amortization


(1,067
)


(3,253
)Other


(108
)


(5,392
)Total deferred tax liabilities


(240,969
)


(263,622
)Net deferred tax liabilities

$
(134,786
)

$
(155,697
)  67




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2007


2008


2009U.S. federal statutory rate


35.0
%


35.0
%


35.0
%State taxes, net of federal benefit


3.5



3.5



3.5Non deductible expenses-other


0.6



1.6



0.5Goodwill impairments






6.7



Foreign loss rate differential






2.3



0.439.1
%


49.1
%


39.4
%            68




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (9)
    Transactions
    with Related Persons:      (10)
    Share-Based
    Compensation:     69




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    with-and-without
    2007


2008


2009(In thousands)Gross share-based compensation

$
4,584


$
6,521


$
6,090Capitalized share-based compensation


(556
)


(865
)


(308
)Share-based compensation expense

$
4,028


$
5,656


$
5,782     2007


2008


2009Weighted





Weighted





WeightedAverage





Average





AverageNumber of


Exercise


Number of


Exercise


Number of


ExerciseShares


Price


Shares


Price


Shares


PriceOptions outstanding, beginning of year


2,609


$
15.86



2,028


$
17.03



1,750


$
17.51Granted


9



30.47















Canceled/Expired


(71
)


(21.67
)


(144
)


(17.46
)


(114
)


(25.74
)Exercised


(519
)


(10.80
)


(134
)


(10.98
)


(77
)


(10.98
)Options outstanding, end of year


2,028


$
17.02



1,750


$
17.45



1,559


$
17.20Options exercisable, end of year


1,344


$
15.63



1,426


$
16.39



1,467


$
16.62Options and awards available for grant, end of year


958







399







2,788  70




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedAverageGrant DateShares


Fair ValueNonvested at January 1, 2007


259


$
27.61Awarded


339



19.47Released


(58
)


27.26Forfeited


(8
)


27.67Nonvested at December 31, 2007


532


$
22.46Awarded


673



15.78Released


(149
)


22.16Forfeited


(66
)


21.49Nonvested at December 31, 2008


990


$
18.03Awarded


607



14.21Released


(297
)


18.76Forfeited


(87
)


18.29Nonvested at December 31, 2009


1,213


$
16.05       Options Outstanding


Options ExercisableWeightedAverage


Weighted





WeightedRange of




Remaining


Average





AverageExercise

Options


Contractual


Exercise


Options


ExercisePrices

Outstanding


Life


Price


Exercisable


Price$  7.33


60



2.90


$
7.33



60


$
7.339.93


188



3.87



9.93



188



9.9310.51


24



0.95



10.51



24



10.5114.11


344



4.83



14.11



344



14.1116.46


533



1.95



16.46



533



16.4616.82 - 20.55


35



5.27



20.18



35



20.1824.65


237



5.77



24.65



184



24.6527.56 - 30.44


116



6.71



28.89



82



29.0131.10


1



6.63



31.10



1



31.1033.98


21



6.34



33.98



16



33.981,559











1,467  71




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedAverageWeighted

RemainingAverage

Contractual

AggregateNumber

Exercise

Term

Intrinsicof Shares

Price

(In Years)

Value(In thousands)





(In thousands)Outstanding


1,559


$
17.20



3.91


$
1,276Vested and expected to vest


1,501


$
16.85



3.82


$
1,276Exercisable


1,467


$
16.62



3.75


$
1,276       December 31,2007


2008


2009Risk-free interest rate


4.59
%


n/a



n/aExpected holding period (years)


3.0



n/a



n/aExpected stock volatility


33.2
%


n/a



n/aExpected dividend rate


0.0
%


n/a



n/a       (11)
    Benefit
    Plans:  Stock
    Option and Equity Incentive Plans
     72




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               73




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    401(k)
    and Retirement Plans
            (12)
    Commitments
    and Contingencies:  Leases
   74




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restructuring


RestructuringLease


Related Lease


Sub-leaseCommitments


Commitments


Income


Total(In thousands)2010

$
15,314


$
3,138


$
(794
)

$
17,6582011


12,532



2,276



(656
)


14,1522012


10,339



1,782



(580
)


11,5412013


8,929



1,365



(543
)


9,7512014


6,883



1,076



(512
)


7,447Thereafter


12,150



1,199







13,349Total

$
66,147


$
10,836


$
(3,085
)

$
73,898     Insurance
         75




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  General
    Litigation
  pick-up
  (13)
    Stockholders
    Equity:    (14)
    Mergers
    and Acquisitions:  start-up
         76




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    OtherMSG


Acquisitions


Total(In thousands)Cash

$
17,927


$
15,323


$
33,250Assumption of debt


540,887







540,887Issuance of convertible preferred stock, As initially valued


196,600







196,600$
755,414


$
15,323


$
770,737         Original Allocation


2009OtherMSG


Acquisitions


Total


Adjustments(In thousands)Receivables

$
31,942


$
65


$
32,007


$
(619
)Inventories


9,164



886



10,050



(189
)Lease fleet, net


268,259



5,396



273,655



(13,178
)Property, plant and equipment, net


34,045



538



34,583



(2,386
)Deposits, prepaid expenses and other assets


2,581







2,581



(74
)Intangible assets:Customer relationships


17,587



1,094



18,681



Trade names


943







943



Non-compete agreements






100



100



Goodwill


445,150



7,457



452,607



14,735Liabilities and other


(62,145
)


(250
)


(62,395
)


1,599Deferred taxes


7,888



37



7,925



$
755,414


$
15,323


$
770,737


$
(112
)     sub-leased
 77




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (15)
    Integration,
    Merger and Restructuring Costs:        LeaseSeverance and


Abandonment


AcquisitionBenefits


Costs


Integration


Total(In thousands)Accrued obligations as of December 31, 2007

$



$



$



$
Restructuring costs accrued in purchase price allocation


1,811



5,328







7,139Integration, merger and restructuring expenses


7,705



5,788



5,307



18,800Cash paid


(7,507
)


(2,705
)


(4,164
)


(14,376
)Accrued obligations as of December 31, 2008


2,009



8,411



1,143



11,563Integration, merger and restructuring expense


4,612



33



6,781



11,426Cash paid


(6,156
)


(2,702
)


(7,921
)


(16,779
)Accrued obligations as of December 31, 2009

$
465


$
5,742


$
3


$
6,210     2008


2009(In thousands)Severance and benefits

$
7,705


$
4,612Lease abandonment costs


5,788



33Acquisition integration


5,307



6,781Long-lived asset and inventory impairment charges


5,627



(121
)Integration, merger and restructuring expenses

$
24,427


$
11,305  78




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (16)
    Other
    Comprehensive Income:    2008


2009(In thousands)Accumulated net unrealized holding loss on derivatives

$
(7,068
)

$
(4,733
)Foreign currency translation adjustment


(30,410
)


(21,058
)Accumulated other comprehensive loss

$
(37,478
)

$
(25,791
)   (17)
    Segment
    Reporting:            2007


2008


2009(In thousands)North America(1)

$
292,964


$
356,303


$
316,177United Kingdom


19,109



53,126



55,024The Netherlands


6,229



5,975



3,260Total revenues

$
318,302


$
415,404


$
374,461     (1)
    
    Includes revenues in the United States of $290.2 million,
    $352.2 million and $313.0 million for the fiscal years
    2007, 2008 and 2009, respectively. 79




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2007


2008


2009(In thousandsNorth America(1)

$
810,573


$
1,041,540


$
1,002,675United Kingdom


43,984



120,914



132,356The Netherlands


3,729



4,211



4,457Total long-lived assets

$
858,286


$
1,166,665


$
1,139,488     (1)
    
    Includes long-lived assets of $798.2 million,
    $1,028.2 million and $988.9 million in the United
    States for the fiscal years 2007, 2008 and 2009, respectively.  (18)
    Selected
    Consolidated Quarterly Financial Data (unaudited):      First Quarter


Second Quarter


Third Quarter


Fourth Quarter(In thousands except earnings per share)2008Leasing revenues

$
70,036


$
72,849


$
119,323


$
109,352Total revenues


78,541



81,085



132,752



123,026Gross profit margin on sales


2,465



2,467



3,957



4,334Income from operations(1)


23,769



14,575



39,951



26,869Net income(1)


10,658



4,861



13,276



246Earnings per share:Basic

$
0.31


$
0.14


$
0.31


$
0.01Diluted(1)

$
0.31


$
0.14


$
0.31


$
0.012009Leasing revenues

$
89,516


$
84,397


$
82,098


$
77,510Total revenues


100,164



94,924



92,086



87,287Gross profit margin on sales


3,191



3,238



3,273



3,108Income from operations(2)


29,256



23,166



27,752



25,244Net income(2)


8,466



5,227



8,120



5,985Earnings per share:Basic

$
0.20


$
0.12


$
0.19


$
0.14Diluted(2)

$
0.20


$
0.12


$
0.19


$
0.14  80




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Includes integration, merger and restructuring expense of
    $24.4 million ($15.3 million after tax), or $0.39 per
    diluted share during the fiscal year 2008 and a non-cash
    goodwill impairment charge of $13.7 million, both pre-tax
    and after tax, or $0.35 per diluted share for fiscal year 2008.(2)
    
    Includes integration, merger and restructuring expense of
    $11.3 million ($7.0 after tax), or $0.17 per diluted share
    during the fiscal year 2009 and non-core leasing expense of
    $0.8 million ($0.5 million after tax), or $0.01 per
    diluted share during the fiscal year 2009.  (19)
    Condensed
    Consolidating Financial Information  Mobile Mini Supplemental Indenture
         81




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATING BALANCE SHEETS
 As of
    December 31, 2008
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)ASSETSCash

$
2,208


$
976


$



$
3,184Receivables


45,827



15,597







61,424Inventories


23,644



2,982



(49
)


26,577Lease fleet, net


969,432



108,724







1,078,156Property, plant and equipment, net


72,108



16,401







88,509Deposits and prepaid expenses


12,130



1,157







13,287Other assets and intangibles, net


28,144



6,919







35,063Goodwill


435,450



57,207







492,657Intercompany


131,257



35,782



(167,039
)


Total assets

$
1,720,200


$
245,745


$
(167,088
)

$
1,798,857LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Accounts payable

$
12,361


$
9,072


$



$
21,433Accrued liabilities


81,146



5,068







86,214Lines of credit


450,053



104,479







554,532Notes payable


1,306



74







1,380Obligations under capital leases


5,495



2







5,497Senior notes


345,797











345,797Deferred income taxes


124,858



10,363



(435
)


134,786Intercompany


23



29,626



(29,649
)


Total liabilities


1,021,039



158,684



(30,084
)


1,149,639Commitments and contingenciesConvertible preferred stock


153,990











153,990Stockholders equity:Common stock


375



18,433



(18,433
)


375Additional paid-in capital


328,696



119,165



(119,165
)


328,696Retained earnings


263,498



(21,157
)


594



242,935Accumulated other comprehensive loss


(8,098
)


(29,380
)






(37,478
)Treasury stock, at cost


(39,300
)










(39,300
)Total stockholders equity


545,171



87,061



(137,004
)


495,228Total liabilities and stockholders equity

$
1,720,200


$
245,745


$
(167,088
)

$
1,798,857  82




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATING BALANCE SHEETS
 As of
    December 31, 2009
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)ASSETSCash

$
582


$
1,158


$



$
1,740Receivables


29,152



11,715







40,867Inventories


20,169



2,027



(49
)


22,147Lease fleet, net


936,366



118,962







1,055,328Property, plant and equipment, net


66,309



17,851







84,160Deposits and prepaid expenses


8,593



1,323







9,916Other assets and intangibles, net


21,288



5,355







26,643Goodwill


447,196



66,042







513,238Intercompany


140,692



36,365



(177,057
)


Total assets

$
1,670,347


$
260,798


$
(177,106
)

$
1,754,039LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Accounts payable

$
8,605


$
5,525


$



$
14,130Accrued liabilities


61,410



3,505







64,915Lines of credit


366,150



107,505







473,655Notes payable


1,100



28







1,128Obligations under capital leases


4,060



1







4,061Senior notes, net of discount


345,402











345,402Deferred income taxes


145,157



11,144



(604
)


155,697Intercompany


23



39,425



(39,448
)


Total liabilities


931,907



167,133



(40,052
)


1,058,988Commitments and contingenciesConvertible preferred stock


147,427











147,427Stockholders equity:Common stock


385



18,434



(18,434
)


385Additional paid-in capital


341,597



119,175



(119,175
)


341,597Retained earnings


292,408



(22,230
)


555



270,733Accumulated other comprehensive loss


(4,077
)


(21,714
)






(25,791
)Treasury stock, at cost


(39,300
)










(39,300
)Total stockholders equity


591,013



93,665



(137,054
)


547,624Total liabilities and stockholders equity

$
1,670,347


$
260,798


$
(177,106
)

$
1,754,039  83




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF INCOME
 Twelve
    Months Ended December 31, 2007
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)Revenues:Leasing

$
267,718


$
16,920


$



$
284,638Sales


23,648



8,055



(59
)


31,644Other


1,598



422







2,020Total revenues


292,964



25,397



(59
)


318,302Costs and expenses:Cost of sales


15,242



6,460



(51
)


21,651Leasing, selling and general expenses


148,876



18,118







166,994Depreciation and amortization


19,034



2,115







21,149Total costs and expenses


183,152



26,693



(51
)


209,794Income (loss) from operations


109,812



(1,296
)


(8
)


108,508Other income (expense):Interest income


2,391



64



(2,354
)


101Interest expense


(23,066
)


(4,195
)


2,355



(24,906
)Debt extinguishment expense


(11,224
)










(11,224
)Foreign currency exchange






107







107Income (loss) before provision for (benefit from) income taxes


77,913



(5,320
)


(7
)


72,586Provision for (benefit from) income taxes


30,125



(1,463
)


(252
)


28,410Net income (loss)

$
47,788


$
(3,857
)

$
245


$
44,176  84




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF INCOME
 Twelve
    Months Ended December 31, 2008
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)Revenues:Leasing

$
322,473


$
49,087


$



$
371,560Sales


32,159



9,128



(20
)


41,267Other


1,671



906







2,577Total revenues


356,303



59,121



(20
)


415,404Costs and expenses:Cost of sales


20,765



7,295



(16
)


28,044Leasing, selling and general expenses


171,712



40,623







212,335Integration, merger and restructuring expenses


21,676



2,751







24,427Goodwill impairment






13,667







13,667Depreciation and amortization


26,402



5,365







31,767Total costs and expenses


240,555



69,701



(16
)


310,240Income (loss) from operations


115,748



(10,580
)


(4
)


105,164Other income (expense):Interest income


1,743



62



(1,670
)


135Interest expense


(41,977
)


(7,839
)


1,670



(48,146
)Foreign currency exchange






(112
)






(112
)Income (loss) before provision for (benefit from) income taxes


75,514



(18,469
)


(4
)


57,041Provision for (benefit from) income taxes


29,421



(1,250
)


(171
)


28,000Net income (loss)

$
46,093


$
(17,219
)

$
167


$
29,041  85




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF INCOME
 Twelve
    Months Ended December 31, 2009
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)Revenues:Leasing

$
283,106


$
50,415


$



$
333,521Sales


31,329



7,297



(21
)


38,605Other


1,742



593







2,335Total revenues


316,177



58,305



(21
)


374,461Costs and expenses:Cost of sales


20,163



5,653



(21
)


25,795Leasing, selling and general expenses


154,261



38,600







192,861Integration, merger and restructuring expenses


10,457



848







11,305Depreciation and amortization


31,562



7,520







39,082Total costs and expenses


216,443



52,621



(21
)


269,043Income from operations


99,734



5,684







105,418Other income (expense):Interest income


1,808



7



(1,786
)


29Interest expense


(55,394
)


(5,896
)


1,786



(59,504
)Dividend income


1,255







(1,255
)


Foreign currency exchange






(88
)






(88
)Income (loss) before provision for (benefit from) income taxes


47,403



(293
)


(1,255
)


45,855Provision for (benefit from) income taxes


18,491



(266
)


(168
)


18,057Net income (loss)

$
28,912


$
(27
)

$
(1,087
)

$
27,798  86




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
 Twelve
    Months Ended December 31, 2007
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)Cash Flows From Operating Activities:Net income (loss)

$
47,788


$
(3,857
)

$
245


$
44,176Adjustments to reconcile income to net cash provided by
    operating activities:Debt extinguishment expense


2,298











2,298Provision for doubtful accounts


1,478



391







1,869Amortization of deferred financing costs


985











985Share-based compensation expense


3,616



405



7



4,028Depreciation and amortization


19,034



2,115







21,149Gain on sale of lease fleet units


(4,929
)


(631
)






(5,560
)Loss on disposal of property, plant and equipment


203











203Deferred income taxes


28,885



(1,459
)


(70
)


27,356Foreign currency gain






(107
)






(107
)Changes in certain assets and liabilities, net of effect of
    businesses acquired:Receivables


(1,255
)


(2,733
)






(3,988
)Inventories


(751
)


141







(610
)Deposits and prepaid expenses


(1,618
)


(136
)






(1,754
)Other assets and intangibles


318











318Accounts payable


1,192



1,499







2,691Accrued liabilities


(2,910
)


1,155







(1,755
)Intercompany


(2,252
)


2,037



215



Net cash provided by (used in) operating activities


92,082



(1,180
)


397



91,299Cash Flows From Investing Activities:Cash paid for businesses acquired


(9,734
)










(9,734
)Additions to lease fleet units, excluding acquisitions


(107,329
)


(19,404
)






(126,733
)Proceeds from sale of lease fleet units


13,593



2,586



2



16,181Additions to property, plant and equipment


(11,638
)


(6,884
)






(18,522
)Proceeds from sale of property, plant and equipment


126











126Net cash (used in) provided by investing activities


(114,982
)


(23,702
)


2



(138,682
)Cash Flows From Financing Activities:Net borrowings under lines of credit


8,429



25,619



80



34,128Redemption of 9.5% Senior Notes


(97,500
)










(97,500
)Proceeds from issuance of 6.875% Senior Notes


149,322











149,322Deferred financing costs


(3,768
)










(3,768
)Proceeds from issuance of notes payable


1,216











1,216Principal payments of notes payable


(1,254
)










(1,254
)Principal payments on capital lease obligations


(23
)


(1
)






(24
)Issuance of common stock, net


5,607











5,607Purchase of treasury stock, at cost


(39,300
)










(39,300
)Net cash provided by financing activities


22,729



25,618



80



48,427Effect of exchange rate changes on cash


1,549



219



(479
)


1,289Net increase in cash


1,378



955







2,333Cash at beginning of year


655



715







1,370Cash at end of year

$
2,033


$
1,670


$



$
3,703  87




---



##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
 Twelve
    Months Ended December 31, 2008
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)Cash Flows From Operating Activities:Net income (loss)

$
46,093


$
(17,219
)

$
167


$
29,041Adjustments to reconcile income to net cash provided by (used
    in) operating activities:Provision for doubtful accounts


4,351



912



(2
)


5,261Provision for restructuring charge


5,626











5,626Goodwill impairment






13,667







13,667Amortization of deferred financing costs


2,455











2,455Amortization of long-term liabilities


418











418Share-based compensation expense


4,627



512



5



5,656Depreciation and amortization


26,402



5,365







31,767Gain on sale of lease fleet units


(8,977
)


(888
)


16



(9,849
)Loss on disposal of property, plant and equipment


566



1







567Deferred income taxes


29,273



(1,381
)


31



27,923Foreign currency loss






112







112Changes in certain assets and liabilities, net of effect of
    businesses acquired:Receivables


(2,031
)


(1,029
)






(3,060
)Inventories


7,655











7,655Deposits and prepaid expenses


(698
)


875







177Other assets and intangibles


105











105Accounts payable


(11,469
)


(4,262
)






(15,731
)Accrued liabilities


(1,432
)


(1,840
)






(3,272
)Intercompany


(2,502
)


4,025



(1,523
)


Net cash provided by (used in) operating activities


100,974



(1,150
)


(1,306
)


98,518Cash Flows From Investing Activities:Cash paid for businesses acquired


(36,448
)


3,198







(33,250
)Additions to lease fleet units, excluding acquisitions


(58,016
)


(18,606
)






(76,622
)Proceeds from sale of lease fleet units


24,652



3,758



(72
)


28,338Additions to property, plant and equipment


(11,614
)


(5,260
)






(16,874
)Proceeds from sale of property, plant and equipment


492



3







495Net cash used in investing activities


(80,934
)


(16,907
)


(72
)


(97,913
)Cash Flows From Financing Activities:Net borrowings under lines of credit


109,975



19,376



(9,010
)


120,341Deferred financing costs


(15,166
)










(15,166
)Proceeds from notes payable


1,249











1,249Principal payments on notes payable


(113,851
)










(113,881
)Principal payments on capital lease obligations


(702
)


(2
)






(704
)Issuance of common stock, net


1,472











1,472Intercompany


209



(253
)


44



Net cash (used in) provided by financing activities


(16,814
)


19,091



(8,966
)


(6,689
)Effect of exchange rate changes on cash


(3,051
)


(1,728
)


10,344



5,565Net increase (decrease) in cash


175



(694
)






(519
)Cash at beginning of year


2,033



1,670







3,703Cash at end of year

$
2,208


$
976


$



$
3,184  88




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##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
 Twelve
    Months Ended December 31, 2009
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)Cash Flows From Operating Activities:Net income (loss)

$
28,912


$
(27
)

$
(1,087
)

$
27,798Adjustments to reconcile income to net cash provided by
    operating activities:Provision for doubtful accounts


2,189



497



15



2,701Provision for restructuring charge


(19
)










(19
)Amortization of deferred financing costs


4,456











4,456Amortization of long-term liabilities


906











906Share-based compensation expense


5,263



526



(7
)


5,782Depreciation and amortization


31,562



7,520







39,082Gain on sale of lease fleet units


(10,586
)


(1,065
)


(10
)


(11,661
)Loss on disposal of property, plant and equipment


66



5







71Deferred income taxes


17,460



(247
)


(12
)


17,201Foreign currency loss






88







88Changes in certain assets and liabilities, net of effect of
    businesses acquired:Receivables


13,503



5,123







18,626Inventories


2,545



1,146







3,691Deposits and prepaid expenses


3,528



(116
)






3,412Other assets and intangibles


(845
)










(845
)Accounts payable


(1,850
)


(4,443
)






(6,293
)Accrued liabilities


(16,127
)


(2,099
)






(18,226
)Intercompany


(8,652
)


8,310



342



Net cash provided by (used in) operating activities


72,311



15,218



(759
)


86,770Cash Flows From Investing Activities:Additions to lease fleet, excluding acquisitions


(13,140
)


(8,377
)






(21,517
)Proceeds from sale of lease fleet units


29,135



4,353



7



33,495Additions to property, plant and equipment


(7,059
)


(3,235
)






(10,294
)Proceeds from sale of property, plant and equipment


941



311







1,252Other


112











112Net cash provided by (used in) investing activities


9,989



(6,948
)


7



3,048Cash Flows From Financing Activities:Net repayments under lines of credit


(83,903
)


(7,305
)


10,331



(80,877
)Redemption of 9.75% Senior Notes


(1,150
)










(1,150
)Deferred financing costs


(75
)










(75
)Proceeds from issuance of notes payable


1,272











1,272Principal payments on notes payable


(1,478
)


(55
)






(1,533
)Principal payments on capital lease obligations


(1,435
)


1



(2
)


(1,436
)Issuance of common stock, net


800











800Intercompany


(209
)


(1,076
)


1,285



Net cash (used in) provided by financing activities


(86,178
)


(8,435
)


11,614



(82,999
)Effect of exchange rate changes on cash


2,252



347



(10,862
)


(8,263
)Net (decrease) increase in cash


(1,626
)


182







(1,444
)Cash at beginning of year


2,208



976







3,184Cash at end of year

$
582


$
1,158


$



$
1,740  89




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Disclosure
    Controls
  Rule 13a-15(e) 15d-15(e)
  Report of
    Management on Internal Control Over Financial
    Reporting
    Internal Control  Integrated
    Framework
   90




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                 
    91




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##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION.   PART III ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  EXECUTIVE
    OFFICERS OF MOBILE MINI, INC.
             92




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##### Table of Contents



ten-acre
        Regulation S-K
  www.mobilemini.com Form 8-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION.   93




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##### Table of Contents



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.  Equity
    Compensation Plan Information
    Common Shares





Common Shares Remainingto be Issued Upon


Weighted Average


Available for FutureExercise of


Exercise Price of


Issuance Under EquityOutstanding


Outstanding


Compensation PlansOptions, Warrants


Options, Warrants


(Excluding Sharesand Rights


and Rights


Reflected in Column (a)Plan Category

(a)


(b)


(c)(In thousands)





(In thousands)Equity compensation plans approved by Mobile Mini stockholders(1)


1,559


$
17.20



2,788Equity compensation plans not approved by Mobile Mini
    stockholders


0



0



0Totals


1,559


$
17.20



2,788     (1)
    
    Of these shares, options to purchase 1.53 million shares
    were outstanding under the 1999 Plan and options to purchase
    29,000 shares were outstanding under the 2006 Plan.      ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES.   94




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES.      Form 10-K
      ExhibitNumber

Description2
.1

Agreement and Plan of Merger, dated as of February 22,
    2008, among Mobile Mini, Inc., Cactus Merger Sub, Inc., MSG WC
    Holdings Corp., and Welsh, Carson, Anderson & Stowe X,
    L.P. (Incorporated by reference to Exhibit 2.1 to the
    Registrants Report on
    Form 8-K
    filed on February 28, 2008).3
.1

Amended and Restated Certificate of Incorporation of Mobile
    Mini, Inc. (Incorporated by reference to Exhibit 3.1 to the
    Registrants Report on
    Form 10-K
    for the fiscal year ended December 31, 1997).3
.2

Certificate of Amendment, dated July 20, 2000, to the
    Amended and Restated Certificate of Incorporation of the
    Registrant (Incorporated by reference to Exhibit 3.1A to
    the Registrants Report on
    Form 10-Q
    for the quarter ended June 30, 2000).3
.3

Certificate of Designation, Preferences and Rights of
    Series C Junior Participating Preferred Stock of Mobile
    Mini, Inc., dated December 17, 1999 (Incorporated by
    reference to Exhibit A to Exhibit 1 to the
    Registrants Registration Statement on
    Form 8-A
    filed on December 13, 1999).3
.4

Certificate of Amendment of the Amended and Restated Certificate
    of Incorporation of Mobile Mini, Inc., dated June 26, 2008
    (Incorporated by reference to Exhibit 3.2 to the
    Registrants Report on
    Form 8-K
    filed on July 1, 2008).3
.5

Certificate of Designation of Mobile Mini, Inc. Series A
    Convertible Redeemable Participating Preferred Stock, dated
    June 27, 2008 (Incorporated by reference to
    Exhibit 3.1 to the Registrants Report on
    Form 8-K
    filed on July 1, 2008).3
.6

Amended and Restated By-laws of Mobile Mini, Inc., as amended
    and restated through May 2, 2007 (Incorporated by reference
    to Exhibit 3.2 to the Registrants Report on
    Form 10-K
    for the fiscal year ended December 31, 2007).4
.1

Form of Common Stock Certificate. (Incorporated by reference to
    Exhibit 4.1 of the Registrants Report on
    Form 10-K
    for the fiscal year ended December 31, 2003).4
.2

Rights Agreement, dated as of December 9, 1999, between
    Mobile Mini, Inc. and Norwest Bank Minnesota, NA, as Rights
    Agent. (Incorporated by reference to the Registrants
    Registration Statement on
    Form 8-A
    filed on December 13, 1999).4
.3

Indenture dated as of May 7, 2007 among the Registrant, Law
    Debenture Trust Company of New York, as Trustee, and
    Deutsche Bank Trust Company Americas, as Paying Agent and
    Registrar (incorporated by reference to Exhibit 4.1 to the
    Registrants Registration Statement on
    Form S-4
    filed on June 26, 2007) (the Mobile Mini
    Indenture).4
.4

Supplemental Indenture, dated as of June 27, 2008, among
    Mobile Mini, Inc., Mobile Storage Group, Inc., A Better Mobile
    Storage Company, Mobile Storage Group (Texas), LP, the
    guarantors party to the Mobile Mini Indenture and Law Debenture
    Trust Company of New York, as trustee (Incorporated by
    reference to Exhibit 4.3 to the Registrants Report on
    Form 8-K
    filed on July 1, 2008).4
.5

Indenture, dated as of August 1, 2006, by and among Mobile
    Services Group, Inc., Mobile Storage Group, Inc., the subsidiary
    guarantors named therein and Wells Fargo Bank, N.A., as trustee
    (Incorporated by reference to Exhibit 4.1 to Mobile Storage
    Group, Inc.s
    Form S-4
    filed on September 18, 2007) (the MSG
    Indenture).4
.6

Supplemental Indenture, dated as of June 27, 2008, among
    Mobile Mini, Inc., Mobile Mini of Ohio, LLC, Mobile Mini, LLC,
    Mobile, LLC, Mobile Mini I, Inc., A Royal Wolf Portable
    Storage, Inc., Temporary Mobile Storage, Inc., Delivery Design
    Systems, Inc., Mobile Mini Texas Limited Partnership, LLP,
    Mobile Storage Group, Inc., the guarantors party to the MSG
    Indenture and Wells Fargo Bank, N.A., as trustee (Incorporated
    by reference to Exhibit 4.1 to the Registrants Report
    on
    Form 8-K
    filed on July 1, 2008). 95




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##### Table of Contents



ExhibitNumber

Description10
.1

Mobile Mini, Inc. Amended and Restated 1994 Stock Option Plan.
    (Incorporated by reference to Exhibit 10.3 of the
    Registrants Report on
    Form 10-K
    for the fiscal year ended December 31, 1997).10
.2

Mobile Mini, Inc. Amended and Restated 1999 Stock Option Plan
    (as amended through March 25, 2003). (Incorporated by
    reference to Appendix B of the Registrants Definitive
    Proxy Statement for its 2003 annual meeting of shareholders,
    filed on April 11, 2003 under cover of Schedule 14A).10
.3

Form of Stock Option Grant Agreement (Incorporated by reference
    to Exhibit 10.2.1 of the Registrants Report on
    Form 10-K
    for the fiscal year ended December 31, 2004).10
.4

Mobile Mini, Inc. 2006 Equity Incentive Plan (Incorporated by
    reference to Exhibit A of the Registrants Definitive
    Proxy Statement for its 2009 annual meeting of shareholders
    filed on April 30, 2009 under cover of Schedule 14A).10
.5

ABL Credit Agreement, dated June 27, 2008, between Mobile
    Mini, Deutsche Bank AG New York Branch and other lenders party
    thereto (Incorporated by reference to Exhibit 10.3 to the
    Registrants Report on
    Form 8-K
    filed on July 1, 2008).10
.6

First Amendment to ABL Credit Agreement, dated August 31,
    2008, between Mobile Mini, certain of its subsidiaries, Deutsche
    Bank AG New York Branch and the other lenders party thereto
    (Incorporated by reference to Exhibit 10.1 to the
    Registrants Report on
    Form 8-K
    filed on September 4, 2008).10
.7

Amended and Restated Employment Agreement dated as of
    May 28, 2008 by and between Mobile Mini, Inc. and Steven G.
    Bunger. (Incorporated by reference to Exhibit 99.1 to the
    Registrants Report on
    Form 8-K
    dated June 2, 2008).10
.8

2009 Amendment to Amended and Restated Employment Agreement
    effective as of January 1, 2009 by and between Mobile Mini,
    Inc. and Steven G. Bunger. (Filed herewith).10
.9

Employment Agreement dated September 30, 2008 between
    Mobile Mini, Inc. and Lawrence Trachtenberg. (Incorporated by
    reference to Exhibit 10.1 to the Registrants Report
    on
    Form 8-K
    filed on September 30, 2008).10
.10

Employment Agreement dated October 15, 2008 between Mobile
    Mini, Inc. and Mark E. Funk. (Incorporated by reference to
    Exhibit 10.1 to the Registrants Report on
    Form 8-K
    filed on October 17, 2008).10
.11

2009 Amendment to Amended and Restated Employment Agreement
    effective as of January 1, 2009 by and between Mobile Mini,
    Inc. and Mark E. Funk. (Filed herewith).10
.12

Employment Agreement dated as of December 18, 2008 by and
    between Mobile Mini, Inc. and Jody Miller. (Incorporated by
    reference to Exhibit 99.1 to the Registrants Report
    on
    Form 8-K
    filed on December 23, 2008).10
.13

2009 Amendment to Amended and Restated Employment Agreement
    effective as of January 1, 2009 by and between Mobile Mini,
    Inc. and Jody Miller. (Filed herewith).10
.14

Employment Agreement dated as of December 22, 2009 by and
    between Mobile Mini, Inc. and Christopher J. Miner.
    (Incorporated by reference to Exhibit 99.1 to the
    Registrants Report on
    Form 8-K
    filed on December 24, 2009).10
.15

Form of Indemnification Agreement between the Registrant and its
    Directors and Executive Officers. (Incorporated by reference to
    Exhibit 10.20 to the Registrants Report on
    Form 10-Q
    for the quarter ended June 30, 2004).10
.16

Escrow Agreement dated as of June 27, 2008, between Mobile
    Mini, Welsh, Carson, Anderson & Stowe X, L.P. and
    Wells Fargo Bank, N.A. (Incorporated by reference to
    Exhibit 10.1 to the Registrants Report on
    Form 8-K
    filed on July 1, 2008).10
.17

Stockholders Agreement dated as of June 27, 2008, between
    Mobile Mini and the certain stockholders. (Incorporated by
    reference to Exhibit 10.2 to the Registrants Report
    on
    Form 8-K
    filed on July 1, 2008).21


Subsidiaries of Mobile Mini, Inc. (Filed herewith)23
.1

Consent of Independent Registered Public Accounting Firm. (Filed
    herewith).31
.1

Certification of Chief Executive Officer pursuant to
    Item 601(b)(31) of
    Regulation S-K.
    (Filed herewith).31
.2

Certification of Chief Financial Officer pursuant to
    Item 601(b)(31) of
    Regulation S-K.
    (Filed herewith).32
.1

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Item 601(b)(32) of
    Regulation S-K.
    (Filed herewith).  96




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##### Table of Contents



SIGNATURES
    MOBILE MINI, INC.Date: March 1, 2010

By:

/s/ Steven G. BungerSteven G. Bunger, President     Date: March 1, 2010

By:

/s/ Steven G. BungerSteven G. Bunger President, Chief Executive Officer and
    Director (Principal Executive Officer)Date: March 1, 2010

By:

/s/ Mark E. FunkMark E. Funk Executive Vice President and Chief Financial
    Officer (Principal Financial Officer)Date: March 1, 2010

By:

/s/ Deborah K. KeeleyDeborah K. Keeley Senior Vice President and Chief Accounting
    Officer (Principal Accounting Officer)Date: March 1, 2010

By:

/s/ James J. MartellJames J. Martell, DirectorDate: March 1, 2010

By:

/s/ Jeffrey S. GobleJeffrey S. Goble, DirectorDate: March 1, 2010

By:

/s/ Stephen A McConnellStephen A McConnell, DirectorDate: March 1, 2010

By:

/s/ Frederick G. McNameeFrederick G. McNamee, DirectorDate: March 1, 2010

By:

/s/ Sanjay SwaniSanjay Swani, DirectorDate: March 1, 2010

By:

/s/ Lawrence TrachtenbergLawrence Trachtenberg, DirectorDate: March 1, 2010

By:

/s/ Michael L. WattsMichael L. Watts, Director  97




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##### Table of Contents



SCHEDULE II
  MOBILE
    MINI, INC.
 VALUATION
    AND QUALIFYING ACCOUNTS
  For the Years Ended December 31,2007


2008


2009(In thousands)Allowance for doubtful accounts:Balance at beginning of year

$
5,008


$
3,993


$
7,193Provision charged to expense


1,869



5,261



2,701Acquired through business acquisitions






2,873



623Write-offs


(2,884
)


(4,934
)


(6,802
)Balance at end of year

$
3,993


$
7,193


$
3,715  98




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##### Table of Contents



INDEX TO
    EXHIBITS FILED HEREWITH
  ExhibitNumber

Description10
.8

2009 Amendment to Amended and Restated Employment Agreement
    effective as of January 1, 2009 by and between Mobile Mini,
    Inc. and Steven G. Bunger.10
.11

2009 Amendment to Amended and Restated Employment Agreement
    effective as of January 1, 2009 by and between Mobile Mini,
    Inc. and Mark E. Funk.10
.13

2009 Amendment to Amended and Restated Employment Agreement
    effective as of January 1, 2009 by and between Mobile Mini,
    Inc. and Jody Miller.21


Subsidiaries of Mobile Mini, Inc.23
.1

Consent of Independent Registered Public Accounting Firm.31
.1

Certification of Chief Executive Officer pursuant to
    Item 601(b)(31) of
    Regulation S-K.31
.2

Certification of Chief Financial Officer pursuant to
    Item 601(b)(31) of
    Regulation S-K.32
.1

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Item 601(b)(32) of
    Regulation S-K.  99