UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED: DECEMBER 31, ~~2009~~2010


		-OR-


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 333-144625-01
333-144625

RSC Holdings III, LLC

(Exact name of registrant as specified in its charter)

RSC Equipment Rental, Inc.

(Exact name of registrant as specified in its charter)


Delaware Arizona (State or other jurisdiction of incorporation or organization)		41-2218971 86-0933835 (I.R.S. Employer Identification No.)

6929 E. Greenway Pkwy Scottsdale, Arizona (Address of principal executive offices)		85254 (zip code)

Registrant’s telephone number, including area code:

(480) 905-3300

Registrant’s telephone number, including area code: (480) 905-3300

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None

The Registrants meet the conditions set forth in General Instructions I (1)(a) and (b) of Form 10-K and are therefore filing this Form with the reduced disclosure format as permitted.

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined under Rule 405 of the Securities Act. YES o NO þ

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO þ

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o NO o

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K þ

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company. (See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non accelerated filer þ (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) YES o NO þ

No voting or non-voting equity securities of the registrants were held by non-affiliates of the registrants as of June 30, ~~2009~~2010, or as of February 124, ~~2010~~2011. As of February 124, ~~2010~~2011, all of the common stock of the registrant is owned by its ultimate parent company, RSC Holdings Inc.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

Cautionary Statement for Forward-Looking Information
Cautionary Note for Forward-Looking Statements			ii
			ii
PART I			1
Item 1. Business			1
Item 1A. Risk Factors			1110
Item 1B. Unresolved Staff Comments			2322
Item 2. Properties			2322
Item 3. Legal Proceedings			2322
Item 4. Submission of Matters to a Vote of Security Holders			23
Item 4. Reserved			23
PART II			2423
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			24
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			23
Item 6. Selected Financial Data			2524
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2927
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			49
Item 7A. Quantitative and Qualitative Disclosures about Market Risk			47
Item 8. Financial Statements and Supplementary Data			5048
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			5048
Item 9A. Controls and Procedures			5048
Item 9B. Other Information			5149
PART III			5149
Item 10. Directors, Executive Officers and Corporate Governance			5149
Item 11. Executive Compensation			5149
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			5150
Item 13. Certain Relationships and Related Transactions, and Director Independence			5150
Item 14. Principal Accountant Fees and Services			5250
PART IV			5351
Item 15. Exhibits and Financial Statement Schedules			5351
EX-31.1
EX-31.2
EX-32.1

Introductory Note

Unless the context otherwise requires, in this Annual Report on Form 10-K, (i) “RSC” means RSC Equipment Rental, Inc. and RSC Equipment Rental of Canada, Ltd, which are our operating entities and indirect wholly-owned subsidiaries of RSC Holdings, (ii) “RSC Holdings” means RSC Holdings Inc., formerly known as Atlas Copco North America Inc., or ACNA, our ultimate parent company, (iii) “we,” “us” and “our” means RSC Holdings III, LLC and RSC and its consolidated subsidiaries, and when used in connection with disclosure relating to our publicly traded equity securities, RSC Holdings, (iv) “Ripplewood” means RSC Acquisition LLC and RSC Acquisition II LLC, (v) “Oak Hill” means OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC, (vi) the “Sponsors” means Ripplewood and Oak Hill, (vii) “ACAB” means Atlas Copco AB, (viii) “ACA” means Atlas Copco Airpower n.v., a wholly owned subsidiary of ACAB, (ix) “ACF” means Atlas Copco Finance S.à.r.l., a wholly owned subsidiary of ACAB, and (x) “Atlas” means ACAB, ACA and ACF, except as otherwise set forth in this Annual Report on Form 10-K.

Cautionary ~~Statement~~Note for Forward-Looking ~~Information~~Statements

All statements other than statements of historical facts included in this Annual Report on Form 10-K, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “plan”, “seek”, “will”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “believe” or “continue” or the negative thereof or variations thereon or similar terminology.

Forward-looking statements include the statements in this Annual Report on Form 10-K regarding, among other things: management forecasts; efficiencies; cost savings and opportunities to increase productivity and profitability; income and margins; liquidity; anticipated growth; economies of scale; the economy; future economic performance; our ability to maintain ~~profitability~~liquidity during adverse economic cycles and unfavorable external events; our business strategy; future acquisitions and dispositions; litigation; potential and contingent liabilities; management’s plans; taxes; and refinancing of existing debt.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations are set forth below and ~~are~~ disclosed ~~under~~in “Risk Factors” ~~and elsewhere~~ in ~~this Annual Report on Form 10-K~~Part I, ~~including,~~Item 1A ~~without~~and ~~limitation,~~elsewhere in ~~conjunction with the forward-looking statements included in~~ this Annual Report on Form 10-K. ~~All~~Factors ~~subsequent~~that ~~written~~could ~~and~~cause ~~oral~~actual ~~forward-looking~~results ~~statements attributable~~or outcomes to ~~us,~~differ ormaterially ~~persons~~from those ~~acting~~projected ~~on our behalf~~include, but are ~~expressly~~not ~~qualified~~limited into, ~~their entirety by~~ the following ~~cautionary statements~~:

• the effect of an economic downturn or other factors resulting in a decline in non-residential construction, non-construction maintenance, capital improvements and capital investment; • intense rental rate price pressure from competitors, some of whom are heavily indebted and may significantly reduce their prices to generate cash to meet debt covenants; from contractor customers some of whom are bidding ~~work~~contracts at cost or below to secure work for their remaining best employees; from industrial customers who generally are experiencing profitability shortfalls in the current economic climate and in return are asking all of their most significant suppliers for price reductions and cost reduction ideas; • the rental industry’s ability to continue to sell used equipment through both the retail and auction markets at prices sufficient to enable us to maintain orderly liquidation values that support our borrowing base to meet our minimum availability and to avoid ~~testing~~covenant ~~springing~~compliance ~~covenants~~requirements offor leverage and fixed charge coverage contained in our New Senior ABL Revolving Facility ~~credit agreement~~; • our ability to comply with our debt covenants; • risks related to the credit markets’ willingness to continue to lend to borrowers ~~rated~~with a B- ~~and C~~rating; • our ability to generate cash and/or incur additional indebtedness to finance equipment purchases; • exposure to claims for personal injury, death and property damage resulting from the use of equipment rented or sold by us;

• the effect of changes in laws and regulations, including those relating to employment legislation, the environment and customer privacy, among others; • fluctuations in fuel and, or supply costs; • heavy reliance on centralized information technology systems; • claims that the software products and information systems on which we rely infringe on the intellectual property rights of others; and • the other factors described in Part I, Item 1A of this Annual Report on Form 10-K under the caption “Risk Factors.”

In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this Annual Report on Form 10-K might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements speak only as of the filing date of this Annual Report on Form 10-K, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

iii

PART I

Item 1. Business

Our Company

Overview

We are one of the largest equipment rental providers in North America. We operate through a network of ~~457~~454 rental locations across 10ten regions in 40 U.S. states and 3three Canadian provinces ~~and~~ and service customers primarily in the industrial or non-construction, and non-residential construction markets. For ~~2009~~2010, we generated 8385.69% of our revenues from equipment rentals, and we derived the remaining 16 14.41% of our revenues from sales of used rental equipment, ~~and the sale of~~ merchandise inand other ~~our~~related ~~locations~~items. We believe our focus on high margin rental revenues, active fleet management and superior customer service has enabled us to achieve attractive returns on capital employed over a business cycle.

We rent a broad selection of equipment, primarily to industrial or non-construction related companies, and non-residential construction companies, ranging from large equipment such as backhoes, forklifts, air compressors, scissor lifts, aerial work platform booms and skid-steer loaders to smaller items such as pumps, generators, welders and electric hand tools. As of ~~December~~ December 31, ~~2009~~2010, our rental equipment fleet had an original equipment fleet cost of approximately $2.3 billion covering over 900 categories of equipment. We strive to differentiate our offerings ~~through~~ through superior levels of equipment availability, reliability and service. The strength of our fleet lies in its condition. We actively manage the condition of our fleet in order to provide customers with well maintained and reliable equipment. We believe our fleet is one of the best maintained among our key competitors, with 99% of our fleet current with its manufacturer’s recommended preventive maintenance at December 31, ~~2009~~2010. Our disciplined fleet management process supports us in maintaining rental rate discipline and optimizing fleet utilization and capital expenditures. We employ a high degree of equipment sharing and mobility within regions to increase ~~equipment~~ equipment utilization and adjust the fleet size in response to changes in customer demand. Integral to our equipment rental operations is the sale of used equipment and in addition, we sell ~~merchandise~~ merchandise complementary to our rental activities.

Organizational Overview

Prior to November 27, 2006, RSC Holdings was wholly owned by ACAB and ACA. On October 6, 2006, ACAB and ACA announced that they had entered into a recapitalization agreement (the “Recapitalization Agreement”), pursuant to which the Sponsors acquired 85.5% of RSC Holdings (the “Recapitalization”). The Recapitalization closed on November 27, 2006 (the “Recapitalization Closing Date”). Prior to the closing of the Recapitalization, RSC Holdings formed RSC Holdings I, LLC, which is a direct wholly owned subsidiary of RSC Holdings; RSC Holdings II, LLC, which is a direct wholly owned subsidiary of RSC Holdings I, LLC; and RSC Holdings III, LLC, which is a direct wholly owned subsidiary of RSC Holdings II, LLC. RSC Equipment Rental, Inc. is a direct subsidiary of RSC Holdings III, LLC; and RSC Equipment Rental of Canada Ltd., is a direct subsidiary of RSC Equipment Rental, Inc. RSC is the operating entity of RSC Holdings.

As of the closing of the Recapitalization, on November 27, 2006, we borrowed $1,124.0 million under a senior secured asset-based loan facilities (the “Old Senior ABL Facilities”) and $1,130.0 million under a senior second-lien term loan facility (the “Second Lien Term Facility”). The Old Senior ABL Facilities consisted of a $1,450.0 million revolving credit facility (the “Old Senior ABL Revolving Facility”) and a term loan facility in the initial amount of $250.0 million (the “Old Senior ABL Term Loan”). We repaid the Old Senior ABL Term Loan in full in July 2009. We repaid the Second Lien Term Facility in full in January 2011. On February 9, 2011, we entered into a new senior secured asset-based loan facility (the “New Senior ABL Revolving Facility”) and repaid in full the Old Senior ABL Revolving Facility.

RSC Holdings is the sole member of RSC Holdings I, LLC, which, in turn, is the sole member of RSC Holdings II, LLC, which, in turn, is the sole member of RSC Holdings III, LLC. RSC Holdings III, LLC is the parent of RSC. Because RSC Holdings III, LLC is a limited liability company that does not have a Board of Directors, its business and affairs are managed by the Board of Directors of RSC Holdings, its ultimate parent.

As ~~part~~ of ~~the Recapitalization~~December 31, we2010 ~~offered~~Oak ~~$620.0 million~~Hill, ~~aggregate~~Ripplewood ~~principal~~and ~~amount~~ACF ofown ~~91/2% senior unsecured notes due 2014 (the “2014 Notes”)~~33. ~~As of the closing of the Recapitalization~~6%, ~~on November 27, 2006, we borrowed $1,124~~4.~~0 million~~3% ~~under a new senior secured asset-based loan facilities (the “Senior ABL Facilities”)~~ and ~~$1,130~~7.~~0 million under a new senior second-lien term loan facility (the “Second Lien Term Facility”~~3%, ~~together~~respectively ~~with the Senior ABL Facilities, the “Senior Credit Facilities”). The Senior ABL Facilities consisted~~ of ~~a $1,450.0 million revolving~~ ~~credit~~RSC ~~facility~~Holdings’ ~~(the~~issued ~~“Senior ABL Revolving Facility”)~~ and aoutstanding ~~term~~common ~~loan facility in the initial amount of $250~~stock.~~0 million (the “Senior ABL Term Loan”). We repaid the Senior ABL Term Loan in full~~ ~~in July 2009. As of December 31, 2009 the balance on the Senior Credit Facilities is $880.6 million.~~

RSC Holdings repurchased a portion of its issued and outstanding common stock from Atlas for (i) a purchase price of $3,345.0 million (the “Purchase Price”), as adjusted pursuant to the terms of the Recapitalization Agreement and (ii) the

obligation of RSC Holdings to issue up to $400.0 million aggregate principal amount of contingent earn-out notes, based on Adjusted EBITDA thresholds. Because RSC Holdings did not meet the Adjusted EBITDA thresholds, contingent notes will not be issued.

The Sponsors made a $500.0 million cash equity investment in RSC Holdings, less a partial return of equity to the Sponsors of $40.0 million, in exchange for a portion of the issued and outstanding common stock of RSC Holdings. Immediately after the Recapitalization, Ripplewood and Oak Hill each owned 42.735% of RSC Holdings’ issued and outstanding capital stock and ACF owned 14.53% of RSC Holdings’ issued and outstanding capital stock. In May 2007, RSC Holdings completed an initial public offering of its common stock. The number of common shares offered was 20,833,333. Of these shares, 12,500,000 were new shares offered by RSC Holdings and 8,333,333 were shares offered by its stockholders. On August 24, 2009, Ripplewood distributed approximately 26.6 million shares of common stock of RSC Holdings to Ripplewood’s indirect limited partners, while Ripplewood retained approximately 8.2 million shares.

As of December 31, 2009 Oak Hill, Ripplewood and ACF own 33.6%, 7.9% and 10.5%, respectively of RSC Holdings’ issued and outstanding common stock.

Business Strategy

Drive profitable volume growth. Through our high quality fleet, large scale and national footprint and superior customer service, we intend to take advantage of the long-term opportunities for profitable growth primarily within the North American equipment rental market by:

	•		continuing to drive the profitability of existing locations and pursuing same store growth;

	•		investing in and maintaining our high quality fleet to meet local customer demands;

	•		leveraging our reputation for superior customer service to increase our customer base;

	•		increasing our market penetration by opening new locations in targeted markets to leverage existing infrastructure and customer relationships;

	•		increasing our presence in complementary rental and service offerings to increase same store revenues, margins and return on investment;

	•		aligning incentives for local management teams with our strategy; and

	•		pursuing selected acquisitions in attractive markets, subject to economic conditions.

Prioritize profit margins, free cash flow generation and return on capital. We intend to manage our operations by continuing to:

• focus on the higher margin rental business; • actively manage the quality, reliability and availability of our fleet and offer superior customer service to support our premium pricing strategy; • evaluate each new investment in fleet based on local demand and expected returns; • deploy and allocate fleet among our operating regions based on pre-specified return thresholds; • use our size and market presence to achieve economies of scale in capital investment; • actively sell under-utilized fleet to balance supply with demand, thereby right-sizing the fleet; • close locations with unfavorable long-term prospects; and • focus on industrial or non-construction growth by actively investing in people, branch locations and service offerings.

• focus on industrial or non-construction growth by actively investing in people, branch locations and service offerings.

Further enhance our industry leading customer service. We believe that our position as a leading provider of rental equipment is driven in large part by our superior customer service. Continuing to provide superior customer service and maintaining our reputation for such service will provide us an opportunity to further expand our customer base and increase our share of the fragmented North American equipment rental market.

Business

Our business is focused on equipment rental, including sales of used rental equipment and the sale of merchandise that is related to the use of our rental equipment.

We offer for rent over 900 categories of equipment on a daily, weekly or monthly basis. The type of equipment that we offer ranges from large equipment such as backhoes, forklifts, air compressors, scissor lifts, aerial work platform booms and skid-steer loaders to smaller items such as pumps, generators, welders and electric hand tools.

We routinely sell used rental equipment and invest in new equipment to manage the size and composition of our fleet and to adjust to changes in demand for specific rental products. We realize what we believe to be attractive sales prices for our used equipment due to our rigorous preventive maintenance program. We sell used rental equipment primarily through our existing location network and, to a lesser extent through other means, including equipment auctions and brokers. As a convenience for our customers, we offer for sale a broad selection of contractor supplies, including safety equipment such as hard hats and goggles, consumables such as blades and gloves, tools such as ladders and shovels and certain other ancillary products. We also sell a small amount of new equipment.

Operations

We currently operate in two geographic divisions, overseeing a total of 10ten operating regions. Each division is overseen by a divisional senior vice president and each region is headed by a regional vice president. Decisions regarding the acquisition and deployment of fleet are made by the executive management team, which includes the divisional senior vice presidents.

Our operating regions typically have 6six to 7seven districts headed by a district manager ~~overseeing~~ 6overseeing six to 7seven rental locations and each location is managed by a location manager. As of December 31, ~~2009~~ 2010 our Canadian region, which is part of the Northern Division, has 4five districts and 19 rental locations. In ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008, 56.24%, 5.52% and 45.95%, respectively, of our revenue was derived from Canada. As of December 31, ~~2009~~2010 and ~~2008~~2009, 56.42% and 4.5.4% of our long-lived assets, and 45.31% and 34.3% of our total assets were located in Canada. See Note 18 to our consolidated ~~financial~~ financial statements for further business segment and geographic information.

Operating within guidelines established and overseen by our executive management team, regional and district personnel are able to make decisions based on the needs of their customers. Our executive management team conducts monthly operating reviews of regional performance and also holds formal meetings with representatives of each operating region throughout the year. These meetings encompass operational and financial reviews, leadership development and regional near-term strategy. Regional vice presidents, district managers and location managers are responsible for management and customer service in their respective areas and are directly responsible for the financial performance of their respective region, district and location, and their variable compensation is tied to the profitability of their area.

Customers

We have long and stable relationships with most of our customers, including the majority of our top 20 accounts. During ~~the year ended December 31~~2010, ~~2009,~~ we serviced approximately ~~232~~224,000 customers, primarily in the industrial or non-construction, and non-residential construction markets. During ~~2009~~2010, no one customer accounted for more than 2% of our rental revenues, and our top 10 customers combined represented less than 15% of our rental revenues. We do not believe the loss of any one customer would have a material adverse effect on our business.

We have a diversified customer base consisting of two major end-markets: industrial or non-construction; and non-residential construction markets. Our customers represent a wide variety of industries, such as, petrochemical, paper/pulp, food processing and non-residential construction. Further, non-residential construction is comprised of different segments, including: office, power, commercial, healthcare and educational construction. Serving a number of different industries enables us to reduce our dependence on a single or limited number of customers in the same business. Activity in the construction market tends to be susceptible to seasonal fluctuations in certain parts of the country, resulting in changes in demand for our rental equipment.

Customers from the industrial or non-construction, and non-residential construction markets accounted for approximately 97% of our rental revenues for 2010. Non-residential construction customers vary in size from national and regional to local companies and private contractors and typically make use of the entire range of rental equipment and supplies that we offer. Non-residential construction projects vary in terms of length, type of equipment required and location requiring responsive and flexible services.

food processing and non-residential construction. Further, non-residential construction is comprised of different segments, including: office, power, commercial, healthcare and educational construction. Serving a number of different industries enables us to reduce our dependence on a single or limited number of customers in the same business. Activity in the construction market tends to be susceptible to seasonal fluctuations in certain parts of the country, resulting in changes in demand for our rental equipment.

Customers from the industrial or non-construction, and non-residential construction markets accounted for approximately 97% of our rental revenues for 2009. Non-residential construction customers vary in size from national and regional to local companies and private contractors and typically make use of the entire range of rental equipment and supplies that we offer. Non-residential construction projects vary in terms of length, type of equipment required and location requiring responsive and flexible services.

Rental services for industrial or non-construction customers can be grouped into the following activities:

	•		“run and maintain,” which relates to day to day maintenance;

	•		“turnaround,” which relates to major planned general overhaul of operations; and

	•		“capital projects,” which relate to smaller expansion or modification work.

In our experience, industrial or non-construction customers engage in long-term service contracts with trusted suppliers to meet their equipment requirements. In order to capitalize on this trend, we operate rental yards on-site at the facilities of some of our largest industrial or non-construction customers pursuant to ~~three~~one to five year ~~contracts~~agreements that may be cancelled by either party upon 30 days’ notice. Under these ~~contracts~~agreements, we typically agree to service all of our customers’ equipment rental needs, including products we do not typically rent. The purpose of our one to five year agreements is to provide framework for the business relationship in the event future rental transactions occur. Specifically, these agreements establish, among other things, the term of the onsite rental yard, administrative responsibilities, equipment availability, pricing, jobsite conditions, invoicing, dispute resolution, etc. The fact that we operate an onsite rental yard is not a guarantee that a customer will have a rental need. Revenue is recognized if and when a customer rents equipment from one of our onsite yards at which time a separate rental agreement is executed. Rental revenue, which accrues in accordance with the rates outlined in the service contract, is recognized over the applicable rental period. We have also developed a proprietary software application, Total Control®, which provides our industrial or non-construction customers with a single in-house software application that enables them to monitor and manage all their rental equipment. This software can be integrated into the customers’ enterprise resource planning system. Total Control® is a unique customer service tool that enables us to develop strong, long-term relationships with our larger customers. Our customers are not charged for the use of Total Control®, nor do we charge higher rates for rental equipment rented through Total Control®.

Residential construction customers are located throughout our operating regions and accounted for approximately 3% of our rental revenues for ~~2009~~2010.

Customer Service. To ensure prompt response to customer needs, we operate a 24/7 in-house call center, which we believe gives us a competitive advantage by providing our customers full access to all our employees on call, enabling appropriate support at any time. Our in-house call center staff is highly trained and has access to our customer related databases providing clients ~~with~~ with best-in-class service. ~~Additionally, customers have full access to all our employees on call, enabling appropriate support at any time.~~ We also pursue a number of initiatives to assess and enhance customer satisfaction. WeUsing an independent third party we contact approximately 23,000 of our customers annually to determine their overall satisfaction levels. We also use an independent third party to test the quality of our service levels by ~~recording~~ ~~randomly~~performing ~~selected~~secret ~~phone~~shop calls to evaluate effectiveness with customers, ~~for~~identify coaching opportunities and to evaluate courtesy and staff knowledge.

Industry Overview

Based on industry sources, we estimate the U.S. construction equipment rental industry had rental revenues of approximately $2522 billion in ~~2009~~2010. This represents a compound annual growth rate of approximately 76% since 1990.

The industry’s principal end-markets for rental equipment are industrial or non-construction, non-residential construction and residential construction markets. While the construction industry has to date been the principal user of rental equipment, industrial or non-construction companies, utilities and others are increasingly using rental equipment for plant maintenance, turnaround projects and other operations. According to U.S. Department of Commerce data (which is preliminary and has not been adjusted for inflation), the value of non-residential construction put in place in the United States increased approximately 1910% in ~~2007~~2008 compared with ~~2006~~2007 and 10decreased 8% in ~~2008 compared~~2009 compared to ~~2007~~2008, and decreased 514% in ~~2009~~2010 compared to ~~2008~~2009.

Given the ~~current~~improving economic environment, third party economists’ estimate that both non-residential construction activity and industrial or non-construction activity will be ~~sharply~~up ~~down~~ for the full year ~~2010,~~2011. ~~with~~We ~~the~~expect ~~largest~~2011 ~~drop~~to inbe ~~the first~~a ~~two~~year ~~quarters~~ of ~~the~~strong ~~year.~~positive ~~Industrial~~growth orwith ~~non-construction~~rental volume and rates comparing favorably to 2010.

activity is expected to decline as well. We expect 2010 to be a year of transition with demand bottoming in the first half, followed by a modest recovery in the second half.

We believe that long-term industry growth, apart from reflecting general economic conditions and cyclicality is driven by end-user markets that increasingly recognize the many advantages of renting equipment rather than owning, including:

	•		avoiding the large capital investment required for equipment purchases;

	•		accessing a broad selection of equipment and selecting the equipment best suited for each particular job;

	•		reducing storage, maintenance and transportation costs; and

	•		accessing the latest technology without investing in new equipment.

Fleet

As of December 31, ~~2009~~2010, our rental fleet had an original equipment fleet cost of $2.3 billion covering over 900 categories of equipment, and in ~~2009~~2010, our rental revenues were $1,~~073~~060.03 million. Rental terms for our equipment vary depending on the customer’s needs, and the average rental term in ~~2009~~2010 was approximately 12 days. We believe that the size of our purchasing program and the relative importance of our business to our suppliers allow us to purchase fleet at favorable prices and on favorable payment terms. We believe that our highly disciplined approach to acquiring, deploying, sharing, maintaining and divesting fleet represents a key competitive advantage. The following table provides a breakdown of our fleet in terms of original equipment fleet cost as of December 31, ~~2009~~2010.

Equipment Rental Fleet Breakdown

As of December 31, 2009	% of Total
As of December 31, 2010	% of Total
Aerial work platform (AWP) booms		3231.5
Fork lifts		2321.48
Earth moving		1315.5
AWP scissors		1110.51
Trucks		5.34
Air compressors		3.29
Generators/Light towers		3.13
Compaction		2.01
Other		56.54

Fleet Management Process. We believe that our disciplined fleet management process, whereby new investments are evaluated on strict return guidelines and used equipment sales targets are set at a local level to right-size the fleet, supports optimal fleet utilization. Consistent with our decentralized operating structure, each region is responsible for the quality of its allocated fleet, providing timely fleet maintenance, fleet movement, sales of used equipment and fleet availability. This process is led by regional fleet directors who make investment/divestment decisions within strict return on investment guidelines. Local revenues are forecasted on a location-by-location basis. Regional vice presidents use this information to develop near term regional customer demand estimates and appropriately allocate investment requirements on the basis of targeted utilization and rental rates.

The regional fleet process is overseen by our corporate fleet management, which is responsible for the overall allocation of the fleet among and between the regions. We evaluate all electronic investment requests by regional fleet directors and develop and enforce a ceiling for the fleet size for each region based on short-term local outlook, return and efficiency requirements and need at the time, and identify under-utilized equipment for sale or internal transfer to right-size the fleet at a local and company level.

Corporate fleet management will accept a new capital investment request only if such investment is deemed to achieve a pre-specified return threshold and if the request cannot be satisfied through internal fleet reallocation. Divestments or fleet transfers are evaluated when the fleet generates returns below the pre-specified threshold. If corporate fleet management cannot identify a need for a piece of equipment in any region, the equipment is targeted for sale. Our rigorous preventive maintenance program enables us to realize attractive sales prices for used rental equipment relative to the underlying environment. We sell used rental equipment through our existing location network and, to a lesser extent through other means, including equipment auctions and brokers.

environment. We sell used rental equipment through our existing location network and, to a lesser extent through other means, including equipment auctions and brokers.

We also continuously monitor the profitability of our equipment through our information management systems. Each piece of equipment is tracked and evaluated on a number of performance criteria, including time utilization rate, average billing rate, preventive maintenance, age and, most importantly, return on investment. We utilize this data to help guide the transfer of equipment to locations where the highest utilization rates, highest prices and best returns can be achieved. We have tools to identify optimal pricing strategies for rental equipment at the local level. Pricing decisions are made at a local level to reflect current market conditions. Daily reports, which allow for review of agreements by customer or contract, enable local teams to make real time adjustments to market conditions and monitor developing trends.

We have also made proprietary improvements to our information management systems, such as integrating our maintenance and reservation management systems, which prioritize equipment repairs based on customer reservations and time in shop. The majority of major repairs are outsourced to enable us to focus on maintenance and parts replacement. We have also implemented a rigorous preventive maintenance program that increases reliability, decreases maintenance costs and improves fleet availability and the ultimate sales price we realize on the sale of used equipment. At December 31, ~~2009~~2010, 99% of our fleet was current on its manufacturer’s recommended preventive maintenance.

Fleet Procurement. We believe that our size and focus on long-term supplier relationships enable us to purchase equipment directly from manufacturers at favorable prices and on favorable terms. We do not enter into long-term purchase agreements with equipment suppliers because we wish to preserve our ability to respond quickly and beneficially to changes in demand for rental equipment. To ensure security of supply, we do, however, maintain non-binding arrangements with our key suppliers and we communicate frequently with them so that they can plan their production capacity needs. Accordingly, original equipment manufacturers deliver equipment to our facilities based on our current needs in terms of quantity and timing. We have negotiated favorable payment terms with the majority of our equipment suppliers. We believe that our ability to purchase equipment on what we believe are favorable terms represents a key competitive advantage afforded to us by the scale of our operations.

~~Over the last several years~~Generally, we ~~have reduced the number of suppliers from which we~~ purchase rental equipment tofrom two suppliers ~~each~~ for ~~almost~~each ~~all~~ major ~~equipment~~category ~~categories~~ that we offer for rent. We believe that wewhile selectively partnering with these existing suppliers we could readily replace any of ~~our~~the ~~existing~~ suppliers if it were no longer advantageous to purchase equipment from them. Our major equipment suppliers include companies such as JLG, Skyjack, Bobcat and John Deere. In ~~2009~~2010, we purchased $46327.41 million of new rental equipment compared to $~~258~~46.74 million and $~~580~~258.27 million in ~~2008~~2009 and ~~2007~~2008, respectively.

Fleet Condition. We believe our diverse equipment fleet is one of the best maintained and ~~most~~ most reliable among our key competitors. At December 31, ~~2009~~2010, the average age of our fleet was 4044 months and we expect our fleet age to ~~continue~~improve ~~aging~~ in 2011 due primarily to our anticipated capital ~~2010~~purchases. Through our fleet management process discussed above under “Fleet Management Process,” we actively manage the condition of our fleet to provide customers with well maintained and reliable equipment and to support our premium pricing strategy.

Sales and Marketing. We market our products and services through:

• a branch-based sales force operating out of our network of locations; • local and national advertising efforts; • our self-service, web-based solution: RSC Online®; ~~and~~ • specialized Business Development Managers focusing on ~~industrial~~regional orand ~~non-construction~~national customers; and • specialized National Account Managers focusing on our largest strategic relationships.

Sales Force. We believe that our sales force is one of the industry’s most productive and highly trained. As of December 31, ~~2009~~2010, we had an inside sales team performing a variety of functions such as handling inbound customer rental requests and servicing customers at each branch and outside sales employees servicing existing customers and soliciting new business on construction or industrial sites. Our sales force uses a ~~proprietary~~customer ~~territory~~relationship ~~management~~ software ~~application~~ application to target customers in their specific area, and we develop customized marketing programs for use by our sales force by analyzing each customer group for profitability, buying behavior and product selection. In 2010, we converted our customer relationship management system from a proprietary platform to Salesforce.com. All members of our sales force are required

~~required~~ to attend in-house training sessions to develop product and application knowledge, sales techniques and financial acumen. Our sales force is supported by regional sales and marketing managers, district sales managers and corporate marketing and sales departments.

RSC Online^{^®}. We provide our customers with a self-service, web-based solution, RSC Online^®. Our customers can reserve equipment online, review reports, use our report writer tool to create customized reports, terminate rental equipment reservations, schedule pick-ups and make electronic payments 24 hours a day, 7 days a week. In addition, we maintain a home page on the Internet (www.rscrental.com) that includes a description of our products and services, our geographic locations and our online catalogue of used rental equipment for sale, as well as live 24/7 “click to chat” support.

Information Systems

We operate a highly customized rental information management system through which key operational and financial information is made available on a daily basis. Our management team uses this information to monitor current business activities closely, looking at customer trends and proactively managing changes in the marketplace. Our enterprise resource management system is comprised of third-party licensed software and a number of proprietary enhancements covering, among others, financial performance, fleet utilization, service, maintenance and pricing. The system fully integrates all location operations such as rentals, sales, service and cash management, with the corporate activities, including finance, fixed asset and inventory management. All rental transactions are processed real-time through a centralized server and the system can be accessed by employees at the point of sale to determine equipment availability, pricing and other relevant customer specific information. Primary business servers are outsourced including the provision of a disaster recovery system.

Members of our management can access all of these systems and databases throughout the day at all of our locations or remotely through a secure key to analyze items such as:

• fleet utilization and return on investment by individual asset, equipment category, location, district or region; • pricing and discounting trends by location, district, region, salesperson, equipment category or customer; • revenue trends by location, district, region, salesperson, equipment category or customer; and • financial results and performance of locations, districts, regions and the overall company.

•

pricing and discounting trends by location, district, region, salesperson, equipment category or customer;

•

revenue trends by location, district, region, salesperson, equipment category or customer; and

•

financial results and performance of locations, districts, regions and the overall company.

We believe that our use of information technology is a key component in our successful performance and that continued investment in this area will help us maintain and improve upon our customer satisfaction, responsiveness and flexibility.

Intellectual Property

We have registered the marks RSC and RSC Equipment Rental and certain other trademarks in the United States and Canada. We have not registered all of the trademarks we own and use in the business. Generally, registered trademarks have perpetual life, provided that they are renewed on a timely basis and continue to be used properly as trademarks.

Competition

The equipment rental industry is highly competitive and highly fragmented, with a few companies operating on a national scale and a large number of companies operating on a regional or local scale. We are one of the principal national-scale industry participants in the United States and Canada; the other national-scale industry participants being United Rentals, Inc., Hertz Equipment Rental Corporation and Sunbelt Rentals. Certain of our key regional competitors are Neff Rental, Inc., NES, Ahern Rentals, Inc. and Sunstate Equipment Co. A number of individual Caterpillar dealers also participate in the equipment rental market in the United States and Canada.

Competition in the equipment rental industry is intense, and is defined by equipment availability, reliability, service and price. Our competitors may seek to compete aggressively on the basis of pricing or fleet availability. To the extent that we choose to match our competitors’ downward pricing, it could have a material adverse impact on our results of operations. To

the extent that we choose not to match or remain within a reasonable competitive distance from our competitors’ pricing, it could also have an adverse impact on our results of operations, as we may lose rental volume. In ~~2009~~2010, supply exceeded demand, resulting in downward pressure on rental rates and used equipment prices within the industry.

Business Environment and Outlook

Our revenues and operating results are driven in large part by activities in the industrial or non-~~residential~~ construction market and ~~industrial~~the or non-residential construction ~~markets~~market. On a combined basis we currently derive approximately 97% of our rental revenues from these two markets.

~~Non-residential~~The industrial or non-construction ~~markets~~market generated approximately 4159% of our rental revenues ~~during~~ ~~2009~~during the year ended December 31, 2010. InThe ~~the~~non-residential ~~beginning~~construction market generated approximately 38% of ~~2008~~our rental revenues during the year ended December 31, we2010. ~~began~~During to2009, ~~see~~we saw a continued weakening of demand in the non-residential construction market which resulted in a decrease in the demand for our rental equipment and downward pressure on our rental rates. These trends ~~accelerated~~continued ininto the ~~fourth~~first quarter of ~~2008~~2010. ~~and~~Demand in the industrial or non-construction ~~continued~~market toalso ~~worsen~~weakened ~~throughout~~through 2009, ~~with~~however, ~~demand~~not ~~and~~to ~~pricing~~the ~~falling~~same ~~below~~extent ~~prior~~as ~~year~~the ~~levels~~non-residential construction market. ~~We expect~~Generally, ~~demand~~the industrial or non-construction market is less exposed to cyclicality ~~continue~~than ~~its~~the ~~seasonal~~non-residential ~~sequential~~construction ~~decline~~market. ~~through~~We responded to the ~~first~~economic ~~quarter~~slowdown by employing a number of ~~2010~~financial and operational measures, which enabled us to right-size our business, generate positive cash flow and utilize any excess cash flow to repay outstanding amounts on our Old Senior ABL Revolving Facility.

~~Our~~During ~~business~~the ~~with~~second ~~industrial~~quarter orof ~~non-construction~~2010 ~~customers~~and continuing throughout the remainder of 2010, market conditions improved, which ~~accounted~~translated into strengthening demand for ~~approximately~~our rental equipment as fleet 56on rent increased approximately 22.8% ofat ~~our~~December 31, ~~rental~~2010 ~~revenues~~as ~~during~~compared to December 31, 2009. This compares to a decrease of approximately 25.8% at December 31, is2009 ~~less~~as ~~exposed~~compared to ~~cyclicality~~December 31, 2008. ~~than~~In addition, fleet utilization for the ~~non-residential~~year ended December 31, 2010 was 63.7%, an increase ~~construction~~of ~~market~~610 asbasis wepoints ~~tap~~from ~~into~~57.6% ~~those~~for ~~customers’~~the ~~maintenance~~year ended December 31, ~~repairs~~2009. ~~and~~Although ~~capital~~rental ~~improvement~~rates ~~budgets~~declined 6.3% ~~Demand~~ in the ~~industrial~~year orended ~~non~~December 31, 2010, the year-~~construction~~over-year ~~market~~rental ~~weakened~~rate ~~throughout~~decline ~~2009,~~in ~~however,~~the ~~not~~fourth toquarter ~~the~~of ~~same~~2010 ~~extent~~was as1.9%, which compares to the ~~non~~year-~~residential~~over-year ~~construction~~rental ~~market~~rate declines of 4.4%, 8.4% ~~Demand~~and 9.9% in the ~~industrial~~quarters orended September 30, 2010, June 30, 2010 and March 31, 2010, ~~non~~respectively. We expect year-~~construction~~over-year ~~market~~rental isrates ~~also~~in ~~expected~~the first quarter of 2011 to be ~~down~~comparable to in the first ~~half~~quarter of 2010,. ~~however,~~We ~~not~~also expect fleet on rent and utilization to ~~the~~continue to compare ~~same~~favorably ~~extent~~to asthe prior year during the ~~non~~first quarter of 2011 and while pricing remains challenging, year-~~residential~~over-year ~~construction~~comparisons ~~market~~for rental revenues in the first quarter of 2011 are expected to be favorable.

We continue to respond to the economic slowdown by employing a number of financial and operational measures, which include the following:

• closing under-performing locations and redeploying rental fleet to more profitable locations with higher demand; • expanding and diversifying our presence in industrial or non-construction markets, which historically tend to place a heightened emphasis on maintenance during times of economic slowdowns; • minimizing capital expenditures; • reducing headcount; • divesting excess rental fleet, which generates cash and improves fleet utilization; • slowing sales of used equipment, allowing our average fleet age to increase, which enables us to retain fleet we will need when the economic situation improves; • utilizing excess cash flow resulting from our planned reduction in capital expenditures and the proceeds from the sale of used rental equipment to repay outstanding amounts on our Senior ABL Revolving Facility and our Second Lien Term Facility; • evaluating additional opportunities to restructure our debt to extend existing maturities and replace shorter term obligations with longer term obligations; and • implementing cost reduction measures throughout our business.

Employees

As of December 31, ~~2009~~2010, we had 4,~~153~~427 employees. Employee benefits in effect include group life insurance, medical and dental insurance and a defined contribution benefit plan. Labor contracts covering the terms of employment of approximately ~~136~~146 of our employees are presently in effect under 1613 collective bargaining agreements with local unions relating to 2627 separate rental locations in 1213 states. We may be unable to negotiate new labor contracts on terms advantageous to us or without labor interruptions. We have had no material work stoppage as a result of labor problems during the last ~~seven~~eight years. We believe our labor relations to be good.

Regulatory Matters

Environmental, Health and Safety Matters

Our operations are subject to a variety of federal, state, local and foreign environmental, health and safety laws and regulations. These laws regulate releases of petroleum products and other hazardous substances into the environment as well as storage, treatment, transport and disposal of wastes, wastewater, storm water and air quality and the remediation of soil and groundwater contamination. These laws also regulate our ownership and operation of tanks used for the storage of petroleum products and other regulated substances.

We have made, and will continue to make, expenditures to comply with environmental laws and regulations, including, among others, expenditures for the investigation and cleanup of contamination at or emanating from currently and formerly owned and leased properties, as well as contamination at other locations at which our wastes have reportedly been identified. Some of these laws impose strict and in certain circumstances joint and several liability on current and former owners or operators of contaminated sites for costs of investigation and remediation. We cannot assure you that compliance with ~~existing or future environmental, health and safety requirements~~ ~~will not require material expenditures by us or otherwise harm our consolidated financial position, profitability or cash flow.~~

existing or future environmental, health and safety requirements will not require material expenditures by us or otherwise harm our consolidated financial position, profitability or cash flow.

We have four facilities that are in various stages of environmental remediation. Our activity primarily relates to investigating and remediating soil and groundwater contamination at these current and former facilities, which contamination may have been caused by historical operations (including operations conducted prior to our involvement at a site) or releases of regulated materials from underground storage tanks or other sources.

We rely heavily on outside environmental engineering and consulting firms to assist us in complying with environmental laws. While our environmental, health and safety compliance costs are not expected to have a material impact on our financial position, we incur costs to purchase and maintain wash racks and storage tanks and to minimize any unexpected releases of regulated materials from such sources.

Transportation, Delivery and Sales Fleet

We lease vehicles for transportation and delivery of rental equipment and vehicles used by our sales force under capital leases with leases typically ranging from 50 to 96 months. Our delivery fleet includes tractor trailers, delivery trucks and service vehicles. The vehicles used by our sales force are primarily pickup trucks. Capital lease obligations amounted to $8477.8 million and $~~124~~84.18 million at December 31, ~~2009~~2010 and ~~2008~~2009, respectively, and we had approximately 3,~~400~~600 and ~~4,100~~ 3,400 units leased at December 31, ~~2009~~2010 and ~~2008~~2009, respectively.

Management

Set forth below are the names, ages and positions of our executive officers as of February 1610, ~~2010~~2011.

Name	Age		Position
Erik Olsson		4748	President, Chief Executive Officer and Director
Kevin Groman		39	Senior Vice President, General Counsel and Corporate Secretary
Patricia Chiodo		45	Senior Vice President and Chief Financial Officer
Phillip Hobson		43	Senior Vice President, Operations
Kevin Groman		40	Senior Vice President, General Counsel and Corporate Secretary
Phillip Hobson		44	Senior Vice President, Operations
David Ledlow		51	Senior Vice President, Operations
David Mathieson		55	Senior Vice President and Chief Financial Officer
Mark Krivoruchka		56	Senior Vice President, Human Resources
Juan Corsillo		44	Senior Vice President Sales, Marketing and Corporate Operations

Erik Olsson has served as President, Chief Executive Officer and a Director of RSC since 2006. Mr. Olsson joined RSC in 2001 as Chief Financial Officer and in 2005 became RSC’s Chief Operating Officer. During the 13 years prior to 2001, Mr. Olsson held a number of senior financial management positions in various global businesses at Atlas Copco Group in Sweden, Brazil and the United States, including his last assignment as Chief Financial Officer for Milwaukee Electric Tool Corporation in Milwaukee, WI. from 1998 to 2000.

~~Kevin~~Patricia ~~Groman~~Chiodo has served as Senior Vice President, ~~General Counsel~~ and ~~Corporate~~Chief ~~Secretary~~Financial Officer of RSC since ~~December~~ October ~~2006~~2010. ~~Prior~~From February 2005 to ~~joining RSC~~October 2010, MrMs. ~~Groman~~Chiodo served as Vice President, ~~Associate~~Controller ~~General~~of ~~Counsel,~~RSC. ~~Deputy~~Ms. Chiodo ~~Compliance~~joined ~~Officer~~RSC ~~and~~in ~~Assistant~~August 2002 ~~Secretary~~as ofthe ~~PetSmart,~~Assistant ~~Inc~~Controller., aPrior ~~specialty pet~~to ~~retail~~joining ~~supplies and services company~~RSC, Ms. ~~Mr.~~ ~~Groman~~Chiodo ~~held~~was ~~various~~a ~~positions~~partner atand ~~PetSmart~~Chief ~~from~~Financial ~~2000 to~~Officer ~~2006.~~for ~~From~~Equipment ~~1995~~Remark ~~to 2000~~International, ~~Mr. Groman~~an equipment ~~held~~remarketing ~~several~~company, ~~counsel~~and ~~positions~~Chief ~~including~~Financial ~~Senior~~Officer ~~Counsel~~for ~~and Assistant~~Road ~~Secretary~~Machinery ~~with CSK Auto Corporation~~Co., ana ~~auto~~heavy equipment ~~parts~~distributor. ~~retailer~~Prior ~~operating~~to ~~under~~that, ~~the~~Ms. Chiodo ~~names Checker,~~was ~~Schuck’s,~~a ~~and~~Senior ~~Kragen~~Accountant ~~Auto~~for ~~Parts~~Price ~~Stores~~Waterhouse.

Kevin Groman has served as Senior Vice President, General Counsel and Corporate Secretary of RSC since December 2006. Prior to joining RSC, Mr. Groman served as Vice President, Associate General Counsel, Deputy Compliance Officer and Assistant Secretary of PetSmart, Inc., a specialty pet retail supplies and service company. Mr. Groman held various positions at PetSmart from 2000 to 2006. From 1995 to 2000, Mr. Groman held several counsel positions including Senior Counsel and Assistant Secretary with CSK Auto Corporation, an auto parts retailer operating under the names Checker, Schuck’s, and Kragen Auto Parts Stores.

Phillip Hobson has served as Senior Vice President, Operations of RSC, overseeing the Northern Division since June 2009. Prior to this position, Mr. Hobson served as Senior Vice President, Corporate Operations of RSC from February 2007 to June 2009. From 2005 to 2007, Mr. Hobson served as Vice President, Innovation, and as RSC’s Director of Internal Audit from 2004 to 2005. From 2002 to 2004, he served as Director of Financial Planning, and he joined RSC in 1998, as a

Phillip Hobson has served as Senior Vice President, Operations of RSC, overseeing the Northern Division since June 2009. Prior to this position, Mr. Hobson served as Senior Vice President, Corporate Operations of RSC from February 2007 to June 2009. From 2005 to 2007, Mr. Hobson served as Vice President, Innovation, and as RSC’s Director of Internal Audit from 2004 to 2005. From 2002 to 2004, he served as Director of Financial Planning, and he joined RSC in 1998, as a financial analyst. Prior to joining RSC, Mr. Hobson held various financial management related positions with Sunstate Equipment Co. and the Northwest Division of Pizza Hut.

David Ledlow has served as Senior Vice President, Operations of RSC since 2006 and currently oversees the Gulf Division. Mr. Ledlow joined Rental Service Corporation, a predecessor to RSC, in 1984 and has occupied positions in outside sales, sales management, regional management, and served as Regional Vice President for the Southeast Region from 1996 to 2000 and Vice President of operations for the Western/Mountain Region from 2001 to 2006. Prior to joining RSC, Mr. Ledlow was Vice President of Sales at Walker Jones Equipment, a company later acquired by Rental Service Corporation, a predecessor to RSC.

~~David~~Mark ~~Mathieson~~Krivoruchka has served as Senior Vice President, ~~and~~Human ~~Chief~~Resources ~~Financial Officer~~ of RSC since ~~January~~ March ~~2008~~2010. From ~~Most~~August 2007 ~~recently~~to October 2009, heMr. Krivoruchka was Senior Vice President ~~and~~of ~~Chief~~Global ~~Financial Officer of~~Human ~~Milwaukee-based~~Resources ~~Brady~~and ~~Corporation,~~Communications awith ~~position~~Cooper ~~he held since 2003~~Tire. ~~Prior to joining Brady in 2001,~~ Mr. ~~Mathieson~~Krivoruchka ~~had~~was athe ~~20 year~~Senior ~~career~~Vice ~~with~~President ~~Honeywell~~of Human ~~International~~Resources ~~Inc.,~~Integration inat ~~the~~Whirlpool ~~U.S.~~from ~~and~~June 2006 into ~~several European~~February 2007. ~~countries,~~He ~~last~~also ~~serving~~served as Maytag’s Senior Vice President-Human ~~and~~Resources ~~Chief~~until ~~Financial~~that ~~Officer,~~company ~~Honeywell~~was ~~EMEA~~acquired ~~in Brussels,~~by ~~Belgium~~Whirlpool. ~~Mr. Mathieson is a Fellow of the Chartered Management Accounting Institute in~~He ~~the~~also ~~U.K.~~served ~~and~~as ~~studied~~President/General ~~for~~Manager ~~this~~of ~~qualification~~Hoover atFloor ~~Glasgow~~Care ~~College~~Products ofuntil ~~Commerce~~it ~~and~~was ~~Glasgow~~sold ~~Caledonian~~by ~~University~~Whirlpool. ~~He is a member of the Board of Directors of Tennant Company.~~

Juan Corsillo has served as Senior Vice President, Sales, Marketing and Corporate Operations of RSC since March 2010. Mr. Corsillo has more than 20 years of experience in sales and marketing roles in the financial services industry, including 17 years with the General Electric Company in Toronto, San Francisco and Connecticut. In recent years, Mr. Corsillo has held a number of senior commercial leadership roles at various GE Capital entities, including Senior Vice President of Commercial Excellence of GE Capital Americas from January 2009 to March 2010, Chief Commercial Officer of GE Capital Solutions from December 2005 to January 2009 and Chief Marketing Officer of US Equipment Financing from April 2003 to December 2005.

Available Information

We make available, free of charge through our Internet web-site (www.RSCrental.com), our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our current reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after we electronically file such material, or furnish it to the Securities and Exchange Commission (“SEC”).

The public may read and copy materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet web-site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Item 1A. Risk Factors

Our business is subject to a number of important risks and uncertainties. Based on the information currently known to us, we believe that the following information identifies all known material risk factors relating to our business. Any of these risks may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Risks Related to Our Business

Our business has been and may continue to be hurt by an economic downturn, a decline in non-residential construction or industrial or non-construction activities, or a decline in the amount of equipment that is rented.

For the year ended December 31, 2010, our non-residential construction and industrial or non-construction customers together accounted for approximately 97% of our rental revenues. Weakness in non-residential construction or industrial or non-construction activity, or a decline in the desirability of renting equipment, may decrease the demand for our equipment or depress the prices we charge for our products and services. In addition, an economic downturn in those regions where we have significant operations could disproportionately harm our financial condition, results of operations and cash flows. We have identified below certain factors which may cause weakness, either temporary or long-term, in the non-residential construction and industrial or non-construction, sectors:

~~Item 1A.~~• ~~Risk~~weakness ~~Factors.~~ or a downturn in the overall economy, including the onset of, or prolonged exposure to, a recession;

~~Our~~• ~~business~~reduced isaccess ~~subject~~to capital markets for our customers’ funding of projects due to a ~~number~~weakness ofor ~~important~~downturn ~~risks~~in ~~and~~the ~~uncertainties,~~overall ~~some~~economy ofor ~~which~~otherwise; ~~are described~~• ~~below.~~an ~~Any~~increase in the cost of ~~these~~construction ~~risks~~materials; ~~may~~• ~~have~~an aincrease ~~material~~in interest rates; • adverse ~~effect~~weather onconditions ~~our~~or ~~business~~natural disasters, ~~financial condition~~including an active hurricane season in the Gulf of Mexico region, ~~results~~where we have a large concentration of ~~operations~~customers; ~~and~~or ~~cash~~• ~~flows~~terrorism or hostilities involving the United States or Canada.

~~Risks~~ A ~~Related~~weakness in the non-residential construction and industrial or non-construction sectors caused by these or other factors would harm our revenues, financial condition, profitability and cash flows as well as our ability to ~~Our~~service ~~Business~~debt, and may reduce residual values realized on the disposition of our rental equipment, negatively impacting our borrowing availability.

Our business has been and may continue to be hurt by an economic downturn, a decline in non-residential construction or industrial or non-construction, activities or a decline in the amount of equipment that is rented.

During 2009, our non-residential construction and industrial or non-construction customers together accounted for approximately 97% of our rental revenues. Weakness in non-residential construction or industrial or non-construction, activity, or a decline in the desirability of renting equipment, may decrease the demand for our equipment or depress the prices we charge for our products and services. In addition, an economic downturn in those regions where we have significant operations could disproportionately harm our financial condition, results of operations and cash flows. We have identified below certain factors which may cause weakness, either temporary or long-term, in the non-residential construction and industrial or non-construction, sectors:

• weakness or a downturn in the overall economy, including the onset of, or prolonged exposure to, a recession; • reduced access to capital markets for our customers’ funding of projects due to a weakness or downturn in the overall economy or otherwise; • an increase in the cost of construction materials; • an increase in interest rates; • adverse weather conditions or natural disasters, including an active hurricane season in the Gulf of Mexico region, where we have a large concentration of customers; or • terrorism or hostilities involving the United States or Canada.

A weakness in the non-residential construction and industrial or non-construction, sectors caused by these or other factors would harm our revenues, financial condition, profitability and cash flows as well as our ability to service debt, and may reduce residual values realized on the disposition of our rental equipment, negatively impacting our borrowing availability.

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.

The equipment rental industry is highly competitive and highly fragmented. Many of the markets in which we operate are served by numerous competitors, ranging from national equipment rental companies like ourselves, to smaller multi-regional companies and small, independent businesses with a limited number of locations. Some of our principal competitors are less leveraged than we are, have greater financial resources, may be more geographically diversified, may have greater name recognition than we do and may be better able to withstand adverse market conditions within the industry. We generally compete on the basis of, among other things, quality and breadth of service, expertise, reliability, price and the size, mix and relative attractiveness of our rental equipment fleet, which is significantly affected by the level of our capital expenditures. If we are required to reduce or delay capital expenditures for any reason, including due to restrictions contained in the New Senior ~~Credit~~ABL ~~Facilities~~Revolving Facility, or the indentures governing ~~our~~the 2014 Senior Unsecured Notes (the “2014 Notes”), the ~~resulting~~2017 Senior Secured Notes (the “2017 Notes”), the 2019 Senior Unsecured Notes (the “2019 Notes”) or the 2021 Senior Unsecured Notes (the “2021 Notes”) (collectively the “Notes”), the resulting aging of our rental equipment fleet may cause us to lose our competitive advantage and adversely impact our pricing. In addition, our competitors are competing aggressively on the basis of pricing and may continue to drive prices further down. To the extent that we choose to match our competitors’ downward pricing, it could harm our results of operations. To the extent that we choose not to match or remain within a reasonable competitive distance from our competitors’ pricing, it could also harm our results of operations, as we may lose rental volume.

We may also encounter increased competition from existing competitors or new market entrants in the future, which could harm our revenues, financial condition, profitability and cash flows as well as our ability to service debt.

Our revenues and operating results may fluctuate and unexpected or sustained periods of decline have had and may continue to have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our revenues and operating results have varied historically from period to period and may continue to do so. We have identified below certain of the factors which may cause our revenues and operating results to vary:

• downturn in the North American economy, including the reduced access to capital markets for our customers’ funding of projects, any sustained periods of inflation or deflation, and the resulting negative impact it has on the financial strength of our customers; • changes in demand for our equipment or the prices we charge due to changes in economic conditions, competition or other factors; • the timing of expenditures for new equipment and the disposal of used equipment, including the ability to effectively and efficiently reduce our fleet size by selling in the open market for used equipment; • changes in the interest rates applicable to our variable rate debt; • general economic conditions in the markets where we operate; • the cyclical nature of our customers’ businesses, particularly those operating in the non-residential construction and industrial or non-construction, sectors; • rental rate changes in response to competitive factors; • our inability to maintain our price levels during long-term periods of economic decline; • bankruptcy or insolvency of our competitors leading to a larger than expected amount of used equipment in the open market; • bankruptcy or insolvency of our customers, thereby reducing demand for used rental equipment; • reduction in the demand for used equipment may result in lower sales prices and volume for used equipment sales; • aging of our fleet, ultimately resulting in lower sales prices and volume for used equipment sales; • seasonal rental patterns, with rental activity tending to be lowest in the winter; • downturn in oil and petrochemical-related sectors from which we derive a large share of our industrial revenue; • timing of acquisitions of companies and new location openings and related costs; • labor shortages, work stoppages or other labor difficulties; • disruptions of fuel supplies or increases in fuel prices; • possible unrecorded liabilities of acquired companies; • our effectiveness in integrating acquired businesses and new locations into our existing operations; and • possible write-offs or exceptional charges due to changes in applicable accounting standards, goodwill impairment, impairment of obsolete or damaged equipment or other assets, or the refinancing of our existing debt.

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	•		the cyclical nature of our customers’ businesses, particularly those operating in the non-residential construction and industrial or non-construction sectors;

	•		rental rate changes in response to competitive factors;

	•		our inability to maintain our price levels during long-term periods of economic decline;

	•		bankruptcy or insolvency of our competitors leading to a larger than expected amount of used equipment in the open market;

	•		bankruptcy or insolvency of our customers, thereby reducing demand for used rental equipment;

	•		reduction in the demand for used equipment may result in lower sales prices and volume for used equipment sales;

	•		aging of our fleet, ultimately resulting in lower sales prices and volume for used equipment sales;

	•		seasonal rental patterns, with rental activity tending to be lowest in the winter;

	•		downturn in oil and petrochemical-related sectors from which we derive a large share of our industrial revenue;

	•		timing of acquisitions of companies and new location openings and related costs;

	•		labor shortages, work stoppages or other labor difficulties;

	•		disruptions of fuel supplies or increases in fuel prices;

	•		possible unrecorded liabilities of acquired companies;

	•		our effectiveness in integrating acquired businesses and new locations into our existing operations; and

	•		possible write-offs or exceptional charges due to changes in applicable accounting standards, goodwill impairment, impairment of obsolete or damaged equipment or other assets, or the refinancing of our existing debt.

One or a number of these factors could harm our revenues, financial condition, profitability and cash flows, as well as our ability to service debt, and may reduce residual values realized on the disposition of our rental equipment, negatively impacting our borrowing availability.

The non-residential construction market is currently experiencing a downturn which, if sustained, could harm our business, liquidity and results of operations.

Our business derives a material portion of its revenues from customers in the non-residential construction market and the general slowdown and volatility of the U.S. economy is having an adverse effect on this business. The non-residential construction industry is expected to ~~continue to~~grow ~~decline~~ in early ~~2010~~2011, asalthough ~~office~~commercial ~~vacancy~~construction, ~~rates~~a ~~continue~~segment toof ~~increase,~~non-residential ~~rental costs decrease~~construction, ~~the~~is ~~availability~~expected ~~of financing continues~~ to begrow ~~limited~~at ~~and~~a ~~clarity~~slower ~~on the strength of the economy remains uncertain~~pace. From time to time, our business that serves the non-residential construction industry has also been adversely affected in various parts of the country by declines in non-residential construction starts due to, among other things, changes in tax laws affecting the real estate industry, high interest rates and reduced level of residential construction activity. Continued weakness in the U.S. economy and general uncertainty about current economic conditions will continue to pose a risk to our business as participants in this industry may postpone spending in response to tighter credit, negative financial news and/or declines in income or asset values, which would have a continued material negative effect on the demand for our products.

Our reliance on available borrowings under the New Senior ABL Revolving Facility and cash from operating activities is necessary to operate our business and subjects us to a number of risks, many of which are beyond our control.

We rely significantly on available borrowings under the New Senior ABL Revolving Facility to operate our business. As of ~~December~~February 319, ~~2009~~2011, we had $~~561~~646.6 8 million of available borrowings under the New Senior ABL Revolving Facility. The ~~amount of available borrowings under the Senior ABL~~ Revolving Facility is determined by a formula, subject to maximum borrowings, that includes several factors, most significant of which is the orderly liquidation value (“OLV”), of our rental fleet. The OLV of our fleet is calculated by a third party and reflects the average of prices paid for used rental equipment at retail and auction. If our OLV were to decrease significantly, or if our access to such financing were unavailable, reduced, or were to become significantly more expensive for any reason, including, without limitation, due to our inability to meet the coverage ratio or leverage ratio tests in the Senior ABL Revolving Facility, if such compliance was required, or to satisfy any other condition in the facilities or due to an increase in interest rates generally, we may not be able to fund daily operations which may cause material harm to our business, which could affect our ability to operate our business as a going concern.

amount of available borrowings under the New Senior ABL Revolving Facility is determined by a formula, subject to maximum borrowings, that includes several factors, most significant of which is the orderly liquidation value (“OLV”), of our rental fleet. The OLV of our fleet is calculated by a third party and reflects the average of prices paid for used rental equipment at retail and auction. If our OLV were to decrease significantly, or if our access to such financing were unavailable, reduced, or were to become significantly more expensive for any reason, including, without limitation, due to our inability to meet the coverage ratio or leverage ratio tests in the New Senior ABL Revolving Facility, if such compliance was required, or to satisfy any other condition in the facilities or due to an increase in interest rates generally, we may not be able to fund daily operations which may cause material harm to our business, which could affect our ability to operate our business as a going concern.

In addition, if we are unable to generate excess cash from operating activities after servicing our debt due to negative economic or industry trends including, among others, those set forth above under “—Our business has been and may continue to be hurt by an economic downturn, a decline in non-residential construction or industrial or non-construction, activities or a decline in the amount of equipment that is rented” and “—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,” and we are not able to finance new equipment acquisitions, we may not be able to make necessary equipment rental acquisitions at all.

The effects of the recent ~~global~~ economic crisis have had and may continue to have a negative impact on our revenue, operating results, or financial condition.

The recent ~~global~~ economic crisis has caused disruptions and extreme volatility in ~~global~~ financial markets ~~and~~ , increased rates of default and bankruptcy, and has reduced demand for equipment rental. These macroeconomic developments have had and could continue to have a negative impact on our revenue, profitability, financial condition and liquidity in a number of ways, such as reduced ~~global~~ used equipment ~~demands~~demand which in turn could have a negative impact on the OLV for our rental equipment fleet. Additionally, current or potential customers may delay or decrease equipment rentals or may delay paying us or be unable to pay us for prior equipment rentals and services. Also, if the banking system or the financial markets deteriorate further, fail to improve or remain volatile, the funding for and realization of capital projects may continue to decrease, which may continue to impact the demand for our rental equipment and services.

Our expenses could increase and our relationships with our customers could be hurt if there is an adverse change in our relationships with our equipment suppliers or if our suppliers are unable to provide us with products we rely on to generate revenues.

All of our rental equipment consists of products that we purchase from various suppliers and manufacturers, and over the last several years, we have reduced the number of suppliers from which we purchase rental equipment to two suppliers for almost all major equipment categories that we offer for rent. We rely on these suppliers and manufacturers to provide us with equipment which we then rent to our customers. We have not entered into any long-term equipment supply arrangements with manufacturers. To the extent we are unable to rely on these suppliers and manufacturers, due to an adverse change in our relationships with them, if they fail to continue operating as a going concern, if they significantly raised their costs, if a large amount of our rental equipment is subject to simultaneous recalls that would prevent us from renting such rental equipment for a significant period of time, or such suppliers or manufacturers simply are unable to supply us with equipment or needed replacement parts in a timely manner, our business could be adversely affected through higher costs or the resulting potential inability to service our customers. We may experience delays in receiving equipment from some manufacturers due to factors beyond our control, including raw material shortages, and, to the extent that we experience any such delays, our business could be hurt by the resulting inability to service our customers. In addition, the payment terms we have negotiated with the suppliers that provide us with the majority of our equipment may not be available to us at a later time.

almost all major equipment categories that we offer for rent. We rely on these suppliers and manufacturers to provide us with equipment which we then rent to our customers. We have not entered into any long-term equipment supply arrangements with manufacturers. To the extent we are unable to rely on these suppliers and manufacturers, due to an adverse change in our relationships with them, if they fail to continue operating as a going concern, if they significantly raised their costs, if a large amount of our rental equipment is subject to simultaneous recalls that would prevent us from renting such rental equipment for a significant period of time, or such suppliers or manufacturers simply are unable to supply us with equipment or needed replacement parts in a timely manner, our business could be adversely affected through higher costs or the resulting potential inability to service our customers. We may experience delays in receiving equipment from some manufacturers due to factors beyond our control, including raw material shortages, and, to the extent that we experience any such delays, our business could be hurt by the resulting inability to service our customers. In addition, the payment terms we have negotiated with the suppliers that provide us with the majority of our equipment may not be available to us at a later time.

If we are unable to collect on contracts with customers, our operating results would be adversely affected.

One of the reasons some of our customers find it more attractive to rent equipment than own equipment is the need to deploy their capital elsewhere. This has been particularly true in industries with high growth rates such as the non-residential construction industry. Some of our customers may have liquidity issues and ultimately may not be able to fulfill the terms of their rental agreements with us. If we are unable to manage credit risk issues adequately, or if a large number of customers should have financial difficulties at the same time, our credit losses could increase above historical levels and our operating results would be adversely affected. Further, delinquencies and credit losses generally can be expected to increase during economic slowdowns or recessions.

~~If our operating costs increase as our rental fleet ages and we are unable to pass along such~~13 ~~costs, our earnings will decrease.~~

As our fleet of rental equipment ages, the cost of maintaining such equipment, if not replaced within a certain period of time, will likely increase. As of December 31, 2009, the average age of our rental equipment fleet was approximately 40 months, up 7 months, from 33 months at December 31, 2008. The increase in 2009 resulted from reductions in capital expenditures toward new rental fleet. The costs of maintenance may materially increase in the future. Any material increase in such costs could have a material adverse affect on our revenues, profitability and financial condition.

Our operational and cost reduction measures may not generate the improvements and efficiencies we expect.

We have responded to the economic slowdown by employing a number of operational measures. The extent to which these strategies will achieve the desired efficiencies and goals in 2010 and beyond is uncertain, as their success depends on a number of factors, some of which are beyond our control. Even if we carry out these measures in the manner we currently expect, we may not achieve the efficiencies or savings we anticipate, or on the timetable we anticipate. There may be unforeseen productivity, revenue or other consequences resulting from our strategies that will adversely affect us. Therefore, there can be no guarantee that our strategies will prove effective in achieving desired profitability or margins.

The cost of new equipment we use in our rental fleet could increase and therefore we may spend more for replacement equipment, and in some cases we may not be able to procure equipment on a timely basis due to supplier constraints.

The cost of new equipment used in our rental fleet could increase, primarily due to increased material costs, including increases in the cost of steel, which is a primary material used in most of the equipment we use, and increases in the cost of fuel, which is used in the manufacturing process and in delivering equipment to us. Such increases could materially adversely impact our financial condition and results of operations in future periods. In addition, based on changing demands of customers, the types of equipment we rent to our customers may become obsolete resulting in a negative impact to our financial condition based on the increased capital expenditures required to replace the obsolete equipment, and our potential inability to sell the obsolete equipment in the used equipment market.

An impairment of our goodwill could have a material non-cash adverse impact on our results of operations.

We review goodwill for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable and at least annually. We have performed our annual impairment tests for goodwill during the fourth quarter of 2009 and based on our analyses, there was no goodwill impairment recognized during 2009. If during 2010, market conditions deteriorate further and our outlook deteriorates from the projections we used in the 2009

~~goodwill~~If ~~impairment~~our ~~test,~~operating wecosts ~~may~~increase ~~have~~as ~~goodwill~~our ~~impairment~~rental ~~during~~equipment ~~2010.~~fleet Ifages ~~such~~and ~~further economic deterioration occurs,~~ we ~~may~~are beunable ~~required~~ to ~~record~~pass along ~~charges~~such ~~for goodwill impairments in the future~~costs, ~~which could have a material adverse impact on~~ our ~~results~~earnings ofwill ~~operations and financial condition~~decrease.

~~Our~~ As our fleet of rental equipment ages, the cost of maintaining such equipment, if not replaced within a certain period of time, will likely increase. As of December 31, 2010, the average age of our rental equipment fleet iswas ~~subject~~approximately 44 months, up four months, from 40 months at December 31, 2009. Rental fleet purchases, which totaled $327.1 million in the year ended December 31, 2010, were not at a pace sufficient to ~~residual~~offset ~~value~~the ~~risk~~growth ~~upon~~in ~~disposition~~overall fleet age. The costs of maintenance may materially increase in the future. Any material increase in such costs could have a material adverse affect on our revenues, profitability and financial condition.

Our operational measures designed to increase revenue while continuing to control operating costs may not generate the improvements and efficiencies we expect.

We have responded to the economic slowdown by employing a number of operational measures designed to increase revenue while continuing to pursue our strategy of reducing operating costs where available. The extent to which these strategies will achieve the desired goals and efficiencies in 2011 and beyond is uncertain, as their success depends on a number of factors, some of which are beyond our control. Even if we carry out these measures in the manner we currently expect, we may not achieve the improvements or efficiencies we anticipate, or on the timetable we anticipate. There may be unforeseen productivity, revenue or other consequences resulting from our strategies that will adversely affect us. Therefore, there can be no guarantee that our strategies will prove effective in achieving desired profitability or margins.

The cost of new equipment we use in our rental equipment fleet could increase and therefore we may spend more for replacement equipment, and in some cases we may not be able to procure equipment on a timely basis due to supplier constraints.

The cost of new equipment used in our rental equipment fleet could increase, primarily due to increased material costs, including increases in the cost of steel, which is a primary material used in most of the equipment we use, and increases in the cost of fuel, which is used in the manufacturing process and in delivering equipment to us. Such increases could materially adversely impact our financial condition and results of operations in future periods. In addition, based on changing demands of customers, the types of equipment we rent to our customers may become obsolete resulting in a negative impact to our financial condition based on the increased capital expenditures required to replace the obsolete equipment, and our potential inability to sell the obsolete equipment in the used equipment market.

An impairment of our goodwill could have a material non-cash adverse impact on our results of operations.

We review goodwill for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable and at least annually. We have performed our annual impairment tests for goodwill during the fourth quarter of 2010 and based on our analyses, there was no goodwill impairment recognized during 2010. If we make changes in our business strategy or if external conditions adversely affect our business operations, we may be required to record an impairment charge for goodwill in the future, which could have a material adverse impact on our results of operations and financial condition.

Our rental equipment fleet is subject to residual value risk upon disposition.

The market value of any given piece of rental equipment could be less than its depreciated value at the time it is sold. The market value of used rental equipment depends on several factors, including:

	•		the market price for new equipment of a like kind;

	•		wear and tear on the equipment relative to its age and the performance of preventive maintenance;

	•		the time of year that it is sold;

	•		worldwide and domestic demand for used equipment, including the amount of used equipment we, along with our competitors, supply to the used equipment market; and

	•		general economic conditions.

~~We include in income from operations the difference between the sales price and the~~14 depreciated value of an item of equipment sold. Changes in our assumptions regarding depreciation could change both our depreciation expense as well as the gain or loss realized upon disposal of equipment. Sales of our used rental equipment at prices that fall significantly below our projections, or our inability to sell such equipment at all, could have a negative impact on our results of operations.

AnyTable failure of Atlas to indemnify us against and defend us from certain claims in accordance with the terms of the recapitalization agreement could have a material adverse effect on us. Contents

~~Pursuant~~We toinclude ~~the~~in ~~recapitalization~~income ~~agreement~~from ~~and~~operations ~~subject~~the todifference ~~certain~~between ~~limitations~~the ~~set~~sales ~~forth therein,~~price ~~Atlas has agreed to indemnify RSC Holdings~~ and ~~its subsidiaries against and defend us from~~the ~~all~~depreciated ~~losses,~~value ~~including~~of ~~costs~~an ~~and~~item ~~reasonable~~of ~~expenses,~~equipment ~~resulting~~sold. ~~from~~Changes ~~certain~~in ~~claims~~our ~~related~~assumptions toregarding ~~the~~depreciation ~~Recapitalization,~~could ~~our~~change ~~business and~~ our ~~former~~depreciation ~~businesses~~expense ~~including,~~as ~~without~~well ~~limitation:~~as ~~claims alleging~~the ~~exposure~~gain toor ~~silica~~loss ~~and~~realized ~~asbestos;~~upon ~~the~~disposal ~~transfer~~ of equipment. ~~certain~~Sales ~~businesses~~of ~~owned~~our byused ~~RSC~~rental ~~Holdings but~~equipment ~~not~~at ~~acquired~~prices inthat ~~connection~~fall ~~with~~significantly ~~the~~below ~~Recapitalization; certain employee-related matters; any~~our ~~activities~~projections, ~~operations~~ or ~~business conducted by RSC Holdings or any of its affiliates other than~~ our ~~business;~~inability ~~and~~to ~~certain~~sell ~~tax~~such ~~matters.~~equipment ~~Any~~at ~~failure~~all, ~~by Atlas to perform these obligations~~ could ~~harm our~~have ~~business.~~a ~~Please~~negative ~~see~~impact ~~Item 1. “Business – Organizational Overview” in this Annual Report~~ on ~~Form~~our ~~10-K~~results ~~for a description~~ of ~~the Recapitalization Agreement and the Recapitalization~~operations.

Disruptions in our information technology systems could limit our ability to effectively monitor and control our operations and adversely affect our operating results.

Our information technology systems facilitate our ability to monitor and control our operations and adjust to changing market conditions. Any disruptions in these systems or the failure of these systems to operate as expected could, depending on the magnitude of the problem, materially adversely affect our financial condition or operating results by limiting our capacity to effectively monitor and control our operations and adjust to changing market conditions in a timely manner. In addition, because our systems contain information about individuals and businesses, our failure to maintain the security of the data we hold, whether the result of our own error or the malfeasance or errors of others, could harm our reputation or give rise to legal liabilities leading to lower revenues, increased costs and other potential material adverse effects on our results of operations.

Our business relies to some extent on third-party contractors to provide us with various services to assist us with conducting our business, which could adversely affect our business upon the termination or disruption of our third-party contractor relationships.

Our operations rely on third-party contractors to provide us with timely services to assist us with conducting our business. Any material disruption, termination, or substandard provision of these services could adversely affect our brand, customer relationships, operating results and financial condition. In addition, if a third-party contractor relationship is terminated, we may be adversely affected if we are not able to enter into a similar agreement with an alternate provider in a timely manner or on terms that we consider favorable. Further, in the event a third-party relationship is terminated and we are unable to enter into a similar relationship, we may not have the internal capabilities to perform such services in a cost-effective manner.

Oak Hill or its affiliates may compete directly against us.

Corporate opportunities may arise in the area of potential competitive business activities that may be attractive to us as well as to Oak Hill or its affiliates, including through potential acquisitions by Oak Hill or its affiliates of competing businesses. ~~Any~~Competition ~~competition~~ could intensify if if an affiliate or subsidiary of Oak Hill were to enter into or acquire a business similar to our equipment rental operations. Oak Hill and its affiliates may be inclined to direct relevant corporate opportunities to entities which they control individually rather than to us. In addition, our amended and restated certificate of incorporation provides that Oak Hill is under no obligation to communicate or offer any corporate opportunity to us, even if such opportunity might reasonably have been expected to be of interest to us or our subsidiaries.

If we acquire any businesses in the future, they could prove difficult to integrate, disrupt our business, or have an adverse effect on our results of operations.

We intend to pursue growth primarily through internal growth, but from time to time we may consider opportunistic acquisitions, which may be significant. Any future acquisition would involve numerous risks including, without limitation:

	•		potential disruption of our ongoing business and distraction of management;

	•		difficulty integrating the acquired business; and

	•		exposure to unknown liabilities.

If we make acquisitions in the future, acquisition-related accounting charges may affect our balance sheet and results of operations. In addition, the financing of any significant acquisition may result in changes in our capital structure, including the incurrence of additional indebtedness. We may not be successful in addressing these risks or any other problems encountered in connection with any acquisitions.

If we fail to retain or attract key management and personnel, we may be unable to implement our business plan.

One of the most important factors in our ability to profitably execute our business plan is our ability to attract, develop and retain qualified personnel, including our Chief Executive Officer and operational management. Our success in attracting and retaining qualified people is dependent on the resources available in individual geographic areas and the impact on the labor supply due to general economic conditions as well as our ability to provide a competitive compensation package, including the implementation of adequate drivers of retention and rewards based on performance, and work environment. The departure of any key personnel and our inability to enforce non-competition agreements could have a negative impact on our business.

The impairment of financial institutions may adversely affect us.

We have exposure to counterparties with which we execute transactions, including U.S. and foreign commercial banks, insurance companies, investment banks, investment funds and other financial institutions, some of which may be exposed to bankruptcy, liquidity, default or similar risks, especially in connection with recent financial market turmoil. Many of these transactions could expose us to risk in the event of the bankruptcy, receivership, default or similar event involving a counterparty. For example, as of ~~December~~February 319, ~~2009~~2011, we had $~~561~~646.6 8 million of available borrowings under the New Senior ABL Revolving Facility. If any of the lenders that are parties to ~~the~~ the New Senior ABL Revolving Facility experience difficulties that render them unable to fund future draws on the facility, we may not be able to access all or a portion of these funds. The inability to make future draws on the New Senior ABL Revolving Facility or any new revolving facilities could have a material adverse effect on our liquidity which could negatively affect our business, results of operations or ability to maintain the overall quality of our rental equipment fleet.

We are exposed to various possible claims relating to our business and our insurance may not fully protect us against those claims.

We are exposed to various possible claims relating to our business. These possible claims include those relating to (1) personal injury or death caused by equipment rented or sold by us, (2) motor vehicle accidents involving our vehicles and our employees, (3) employment-related claims, (4) property damage and pollution related claims, and (5) commercial claims. Our insurance policies have deductibles or self-insured retentions of $1.0 million for general liability and $1.5 million for automobile liability, on a per occurrence basis; $0.5 million per occurrence for workers’ compensation claims; and $0.25 million per occurrence for pollution coverage. Currently, we believe that we have adequate insurance coverage for the protection of our assets and operations. However, litigation is inherently unpredictable, and the outcome of some of these claims, proceedings and other contingencies could require us to take or refrain from taking actions which could adversely affect our operations or could result in large verdicts. Additionally, defending against claims, lawsuits and proceedings may involve significant expense and diversion of management’s attention and resources from other matters. Our insurance may not fully protect us for certain types of claims, such as claims for punitive damages or for damages arising from intentional misconduct, which are often alleged in third party lawsuits. In addition, we may be exposed to uninsured liability at levels in excess of our policy limits.

$1.5 million for automobile liability, on a per occurrence basis; $0.5 million per occurrence for workers’ compensation claims; and $0.25 million per occurrence for pollution coverage. Currently, we believe that we have adequate insurance coverage for the protection of our assets and operations.

However, litigation is inherently unpredictable, and the outcome of some of these claims, proceedings and other contingencies could require us to take or refrain from taking actions which could adversely affect our operations or could result in excessive verdicts. Additionally, defending against claims, lawsuits and proceedings may involve significant expense and diversion of management’s attention and resources from other matters. Our insurance may not fully protect us for certain types of claims, such as claims for punitive damages or for damages arising from intentional misconduct, which are often alleged in third party lawsuits. In addition, we may be exposed to uninsured liability at levels in excess of our policy limits.

If we are found liable for any significant claims that are not covered by insurance, our liquidity and operating results could be materially adversely affected. It is possible that our insurance carrier may disclaim coverage for any class action and derivative lawsuits against us. It is also possible that some or all of the insurance that is currently available to us will not be available in the future on economically reasonable terms or not available at all. In addition, whether we are covered by insurance or not, certain claims may have the potential for negative publicity surrounding such claims, which could adversely affect our business and lead to lower revenues, as well as additional similar claims being filed.

We may be unable to maintain an effective system of internal control over financial reporting and comply with Section 404 of the Sarbanes-Oxley Act of 2002 and other related provisions of the U.S. securities laws.

We are required to file certain reports, including annual and quarterly periodic reports, under the Exchange Act. The ~~Securities and Exchange Commission~~SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every reporting company to include a management report on such company’s internal control over financial reporting in its annual report, which ~~contains~~ contains management’s assessment of the effectiveness of the company’s internal control over ~~financial~~ financial reporting. An independent registered public accounting firm must report on the effectiveness of our internal control over financial reporting. Compliance with the reporting obligations under the U.S. securities laws places additional burdens on our management, operational and financial resources and systems. To the extent that we are unable to maintain effective internal control over financial reporting and/or disclosure controls and procedures, we may be unable to produce reliable financial reports and/or ~~public disclosure, detect and prevent fraud and~~ comply with the reporting obligations under the U.S. securities laws, on a timely basis. Any such failure could harm our business. In addition, failure to maintain effective internal control over financial reporting and/or disclosure controls and procedures could result in the loss of investor confidence in the reliability of our financial statements and public disclosure and a loss of customers, which in turn could harm our business.

public disclosure, detect and prevent fraud and comply with the reporting obligations under the U.S. securities laws, on a timely basis. Any such failure could harm our business or result in the violation of the reporting covenant in the Indentures governing the Notes and the New Senior ABL Revolving Facility. In addition, failure to maintain effective internal control over financial reporting and/or disclosure controls and procedures could result in the loss of investor confidence in the reliability of our financial statements and public disclosure and a loss of customers, which in turn could harm our business.

Environmental, health and safety laws, regulations and requirements and the costs of complying with them, or any liability or obligation imposed under them, could adversely affect our financial position, results of operations or cash flow.

Our operations are subject to a variety of federal, state, local and foreign environmental, health and safety laws and regulations. These laws regulate releases of petroleum products and other hazardous substances into the environment, the storage, treatment, transport and disposal of wastes, and the remediation of soil and groundwater contamination. These laws also regulate our ownership and operation of tanks used for the storage of petroleum products and other regulated substances. In addition, certain of our customers require us to maintain certain safety levels. Failure to maintain such levels could lead to a loss of such customers.

We have made, and will continue to make, expenditures to comply with environmental, health and safety laws and regulations, including, among others, expenditures for the investigation and cleanup of contamination at or emanating from currently and formerly owned and leased properties, as well as contamination at other locations at which our wastes have reportedly been identified. Some of these laws impose strict and in certain circumstances joint and several liability on current and former owners or operators of contaminated sites and other potentially responsible parties for investigation, remediation and other costs.

In addition, as climate change issues have become more prevalent, federal, state and local governments, as well as foreign governments, have begun to respond to these issues with increased legislation and regulations. Such legislation and regulations could negatively affect us, our suppliers and our customers. This may cause us to incur additional direct costs in complying with any new environmental legislation or regulations, as well as increased indirect costs resulting from our suppliers, customers, or both incurring additional compliance costs that could get passed through to us.

Compliance with existing or future environmental, health and safety requirements may require material expenditures by us or otherwise harm our consolidated financial position, results of operations or cash flow.

Our costs of doing business could increase as a result of changes in U.S. federal, state or local regulations.

Our operations are principally affected by various statutes, regulations and laws in the U.S. states and Canadian provinces in which we operate. While we are not engaged in a “regulated” industry, we are subject to various laws applicable to businesses generally, including laws affecting land usage, zoning, transportation, information security and privacy, labor and employment practices, competition, immigration and other matters. In addition, we may be indirectly exposed to changes in regulations which affect our customers. Changes in U.S. federal, state or local regulations governing our business could increase our costs of doing business. Moreover, changes to U.S. federal, state and local tax regulations could increase our costs of doing business. We cannot provide assurance that we will not incur material costs or liabilities in connection with regulatory requirements. We cannot predict whether future developments in law and regulations concerning our businesses will affect our business financial condition and results of operations in a negative manner.

We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business.

Our ability to compete effectively depends in part upon protection of our rights in trademarks, copyrights and other intellectual property rights we own or license, including proprietary software. Our use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property and other proprietary rights may not be adequate. Litigation may be necessary to enforce our intellectual property rights and protect our proprietary information, or to defend ~~against~~ against claims by third parties that our services or our use of intellectual property infringe ~~their~~ their intellectual property rights. Any litigation or claims brought by or against us could result in in substantial costs and diversion of our resources. A successful claim of ~~trademark~~patent, trademark, copyright or other intellectual property infringement against us could prevent us from providing services, which could harm our business, financial condition or results of operations. In addition, a breakdown in our internal policies and procedures may lead to an unintentional disclosure of our proprietary, confidential or material non-public information, which could in turn harm our business, financial condition or results of operations.

~~Certain existing stockholders of RSC Holdings have significant control over our company and large~~17 ~~ownership positions that could be sold, transferred or distributed.~~

Oak Hill, Ripplewood, ACF and RSC Holdings are parties to an Amended and Restated Stockholders Agreement dated May 29, 2007, as amended further by Amendment No. 1 dated August 24, 2009 (the “Stockholders Agreement”), pursuant to which Oak Hill currently has the right to nominate four members of RSC Holdings’ Board of Directors and Oak Hill, Ripplewood, and ACF together may exercise control over matters requiring stockholder approval and our policy and affairs. As of December 31, 2009, Oak Hill, Ripplewood and ACF collectively owned approximately 52% of the outstanding shares of RSC Holdings’ common stock, which results in RSC Holdings being a closely controlled company under New York Stock Exchange rules and regulations. Due to the Stockholders Agreement, Oak Hill has significant influence over: (1) the election of RSC Holdings’ Board of Directors; (2) the approval or disapproval of any other matters requiring stockholder approval; and (3) the affairs, policy and direction of our business. The interests of RSC Holdings’ existing stockholders may conflict with the interests of other security holders. In addition, actual or possible sales, transfers or distributions of substantial amounts of the common stock of RSC Holdings by Oak Hill, Ripplewood or ACF, or the perception of the forgoing by investors, may cause the trading price of RSC Holdings’ common stock to decline and could adversely affect our ability to obtain financing in the future.

Certain existing stockholders of RSC Holdings have significant control over our company and large ownership positions that could be sold, transferred or distributed.

Oak Hill, ACF and RSC Holdings are the current parties to an Amended and Restated Stockholders Agreement dated May 29, 2007, as amended further by Amendment No. 1 dated August 24, 2009, and Amendment No. 2 dated January 21, 2010 (the “Stockholders Agreement”), pursuant to which Oak Hill currently has the right to nominate four members of RSC Holdings’ Board of Directors. In January 2011, in connection with the terms and conditions of the Stockholders Agreement, Ripplewood was no longer a party thereto. As of December 31, 2010, Oak Hill and ACF collectively owned approximately 41% of the outstanding shares of our common stock and together may exercise control over matters requiring stockholder approval of our policies and affairs. Due to the Stockholders Agreement, Oak Hill has significant influence with respect to: (1) the election of RSC Holdings’ Board of Directors; (2) the approval or disapproval of any other matters requiring stockholder approval; and (3) the affairs, policies and direction of our business. The interests of RSC Holdings’ existing stockholders may conflict with the interests of other security holders. In addition, actual or possible sales, transfers or distributions of substantial amounts of the common stock of RSC Holdings by Oak Hill or ACF, or the perception of the forgoing by investors, may cause the trading price of RSC Holdings’ common stock to decline and could adversely affect our ability to obtain financing in the future.

We face risks related to changes in our ownership.

Certain of our agreements with third parties, including our real property leases, require the consent of such parties in connection with any change in ownership of us. We will generally seek such consents and waivers,; although we may not seek certain consents if our not obtaining them will not, in our view, have a material adverse effect on our consolidated financial position or results of operations. If we fail to obtain any required consent or waiver, the applicable third parties could seek to terminate their agreement with us and, as a result, our ability to conduct our business could be impaired until we are able to enter into replacement agreements, which could harm our results of operations or financial condition.

Risks Related to Our Indebtedness

We have substantial debt, which could adversely affect our financial condition, our ability to obtain financing in the future and our ability to react to changes in our business and make payments on our indebtedness.

We have a substantial amount of debt. As of December 31, ~~2009~~2010, we had $2,~~172~~069.12 million of debt outstanding. Upon the closing of our New Senior ABL Revolving Facility, as of February 9, 2011, we had $2,314.5 million of debt outstanding. Our substantial debt could have important consequences. For example, it could:

~~Our~~• make it more difficult for us to satisfy our obligations to the holders of our Notes and to the lenders under our New Senior ABL Revolving Facility, resulting in possible defaults on and acceleration of such debt; • require us to dedicate a substantial portion of our cash flow from operations to make payments on our debt, ~~could~~which ~~have~~would ~~important~~reduce ~~consequences.~~the ~~For~~availability ~~example~~of our cash flow from operations to fund working capital, capital expenditures, acquisitions or other general corporate purposes; • increase our vulnerability to general adverse economic and industry conditions, including interest rate fluctuations, because a portion of our borrowings, including under the New Senior ABL Revolving Facility, bears interest at variable rates; • place us at a competitive disadvantage to our competitors with proportionately less debt or comparable debt at more favorable interest rates; • limit our ability to refinance our existing indebtedness on favorable terms or at all or borrow additional funds in the future for, among other things, working capital, capital expenditures, acquisitions or debt service requirements; • limit our flexibility in planning for, or reacting to, changing conditions in our business and industry; and • limit our ability to react to competitive pressures, or make it ~~could:~~ difficult for us to carry out capital spending that is necessary or important to our growth strategy and our efforts to improve operating margins.

• make it more difficult for us to satisfy our obligations to the holders of our Notes and to the lenders under our Senior Credit Facilities, resulting in possible defaults on and acceleration of such debt; • require us to dedicate a substantial portion of our cash flow from operations to make payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures, acquisitions or other general corporate purposes; • increase our vulnerability to general adverse economic and industry conditions, including interest rate fluctuations, because a portion of our borrowings, including under the Senior Credit Facilities, bears interest at variable rates; • place us at a competitive disadvantage to our competitors with proportionately less debt or comparable debt at more favorable interest rates; • limit our ability to refinance our existing indebtedness on favorable terms or at all or borrow additional funds in the future for, among other things, working capital, capital expenditures, acquisitions or debt service requirements; • limit our flexibility in planning for, or reacting to, changing conditions in our business and industry; and • limit our ability to react to competitive pressures, or make it difficult for us to carry out capital spending that is necessary or important to our growth strategy and our efforts to improve operating margins.18

Any of the foregoing impacts of our substantial indebtedness could harm our business, financial condition and results of operations.

Despite our current indebtedness levels, we and our subsidiaries may be able to incur substantial additional debt, which could further exacerbate the risks associated with our current substantial debt.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the instruments governing our indebtedness do not prohibit us or fully prohibit us or our subsidiaries from doing so. As of ~~December~~February 319, ~~2009~~2011, our New Senior ABL Revolving Facility provided us commitments for additional aggregate borrowings of approximately $~~561~~1,100.~~6 million~~0 million subject to, among other things, our maintenance of a sufficient borrowing base under such facility. The ~~Both~~New ~~the~~ Senior ABL Revolving Facility ~~and~~permits ~~the Second Lien Term Facility permit~~ additional borrowings beyond the committed financing under ~~these~~such ~~facilities~~facility under certain circumstances. If new indebtedness is added to our current debt levels, the related risks that we now face would increase. In addition, the instruments governing our indebtedness do not prevent us or our subsidiaries from incurring obligations that do not constitute indebtedness.

Restrictive covenants in certain of the agreements and instruments governing our indebtedness may adversely affect our financial and operational flexibility.

The New Senior ABL Revolving Facility contains covenants that, among other things, restrict our ability to:

	•		incur additional indebtedness or provide guarantees;

	•		engage in mergers, acquisitions or dispositions of assets;

	•		enter into sale-leaseback transactions;

	•		make dividends or other restricted payments;

	•		prepay other indebtedness;

	•		engage in certain transactions with affiliates;

	•		make investments;

	•		change the nature of our business;

	•		incur liens;

	•		enter into currency, commodity and other hedging transactions; and

	•		amend specified debt agreements.

In addition, under the New Senior ABL Revolving Facility, we will become subject to additional borrowing base reporting requirements upon excess availability falling below $100.0 million. In addition, we will come under close supervision by our lenders and we will then be subject to financial covenants, including covenants that will obligate us to maintain (1) a specified leverage ratio of 5.25 to 1.00, decreasing to 5.00 to 1.00 on December 31, 2011, and (2) a specified fixed charge coverage ratio of 1.00 to 1.00 upon excess availability falling below the greater of $125.0 million and 12.5% of the sum of the total commitments under the New Senior ABL Revolving Facility. Our ability to comply with these covenants in future periods and our available borrowing capacity under the New Senior ABL Revolving Facility will depend on our ongoing financial and operating performance, which in turn will be subject to economic conditions and to financial, market and competitive factors, many of which are beyond our control. Our ability to comply with these covenants in future periods will also depend substantially on the pricing of our products and services, our success at implementing cost reduction initiatives and our ability to successfully implement our overall business strategy.

Our Senior Credit Facilities contain covenants that, among other things, restrict our ability to:

• incur additional indebtedness or provide guarantees; • engage in mergers, acquisitions or dispositions of assets; • enter into sale-leaseback transactions; • make dividends or other restricted payments; • prepay other indebtedness; • engage in certain transactions with affiliates; • make investments; • change the nature of our business; • incur liens; • enter into currency, commodity and other hedging transactions; and • amend specified debt agreements.

In addition, under the Senior ABL Revolving Facility, we will become subject to additional reporting requirements upon excess availability falling below $100.0 million. In addition, we will come under close supervision by our lenders and we will then be subject to financial covenants, including covenants that will obligate us to maintain (1) a specified leverage ratio of 4.50 to 1.00 in 2009 and 4.25 to 1.00 thereafter and (2) a specified fixed charge coverage ratio of 1.00 to 1.00 upon excess availability falling below (a) before November 30, 2011 and the Commitment Increase Date, $140.0 million, (b) after the Commitment Increase Date but before November 30, 2011, the greater of $140.0 million and 12.5% of the sum of the total commitments under the Senior ABL Revolving Facility on the Commitment Increase date, and (c) on or after November 30, 2011, 12.5% of the sum of the total commitments under the Senior ABL Revolving Facility on such date. Our ability to comply with these covenants in future periods and our available borrowing capacity under the Senior ABL Revolving Facility will depend on our ongoing financial and operating performance, which in turn will be subject to economic conditions and to financial, market and competitive factors, many of which are beyond our control. Our ability to comply with these covenants in future periods will also depend substantially on the pricing of our products and services, our success at implementing cost reduction initiatives and our ability to successfully implement our overall business strategy.

Each of the Notes’ Indentures contains restrictive covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:

	•		incur additional debt;

	•		pay dividends or distributions on their capital stock or repurchase their capital stock;

	•		make certain investments;

	•		create liens on their assets to secure debt;

	•		enter into certain transactions with affiliates;

	•		create limitations on the ability of the restricted subsidiaries to make dividends or distributions to their respective parents;

	•		merge or consolidate with another company; and

	•		transfer and sell assets.

These covenants could have a material adverse effect on our business by limiting our ability to take advantage of financing, merger and acquisition or other corporate opportunities and to fund our operations. Also, although the Notes’ Indentures limit our ability to make restricted payments, these restrictions are subject to significant exceptions and qualifications.

Our ability to comply with the covenants and restrictions contained in the New Senior ~~Credit~~ABL ~~Facilities~~Revolving Facility and the Notes’ Indentures may be affected by economic, financial and industry ~~conditions~~ conditions beyond our control. The breach of any of these covenants or restrictions could result in a default under either the New Senior ~~Credit~~ABL ~~Facilities~~Revolving Facility or such indentures that would permit the applicable lenders or noteholders, as the case may be, to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. In any such case, we may be unable to make borrowings under the New Senior ~~Credit~~ABL ~~Facilities~~Revolving Facility and may not be able to repay the amounts due under the New Senior ~~Credit~~ABL ~~Facilities~~Revolving Facility and the Notes. Any of the events described in this paragraph could have a material adverse effect on our financial condition and results of operations and could cause us to become bankrupt or insolvent.

We may not be able to generate sufficient cash to make payments on all of our debt, and our ability to refinance all or a portion of our debt or obtain additional financing depends on many factors beyond our control. As a result, we may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful.

Our ability to make scheduled payments on, or to refinance our obligations under, our debt, will depend on our financial and operating performance, which, in turn, will be subject to prevailing economic and competitive conditions and to the financial and business factors, many of which may be beyond our control. We may not maintain a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek to obtain additional equity capital or restructure our debt. In the future, our cash flow and capital resources may not be sufficient for payments of interest on and principal of our debt, and such alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. We may not be able to refinance any of our indebtedness or obtain additional financing, particularly because of our anticipated high levels of debt and the debt incurrence restrictions imposed by the agreements governing our debt, as well as prevailing market conditions. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. The instruments governing our indebtedness, restrict our ability to dispose of assets and use the proceeds from any such dispositions. We may not be able to consummate those sales, or if we do, the timing of any such sales may not be advantageous to us and the proceeds that we realize may not be adequate to meet debt service obligations when due.

A significant portion of our outstanding indebtedness is secured by substantially all of our consolidated assets. As a result of these security interests, such assets would only be available to satisfy claims of our general creditors or to holders of our equity securities if we were to become insolvent to the extent the value of such assets exceeded the amount of our indebtedness and other obligations. In addition, the existence of these security interests may adversely affect our financial flexibility.

Indebtedness under the New Senior ~~Credit~~ABL ~~Facilities~~Revolving Facility and the 2017 ~~Senior Secured~~ Notes ~~(the “2017 Notes”)~~ are secured by a lien on substantially all our assets, including pledges of substantially all of the assets of RSC Holdings III, LLC, which consist primarily of the ~~capital stock of RSC~~ Equipment Rental, Inc. and, in the case of the Senior Credit Facilities, pledges of substantially all of the assets of RSC Holdings II, LLC, which consist primarily of the capital stock of RSC Holdings III, LLC. The 2014 Notes and the 2019 Senior Unsecured Notes (the “2019 Notes”) are unsecured and therefore do not have the benefit of such collateral. Accordingly, if an event of default were to occur under the Senior Credit Facilities or the 2017 Notes, the senior secured lenders under such facilities or the holders of the 2017 Notes would have a prior right to our assets, to the exclusion of our general creditors, including the holders of our 2014 Notes and 2019 Notes. In that event, our assets would first be used to repay in full all indebtedness and other obligations secured by them (including all amounts outstanding under our Senior Credit Facilities and the 2017 Notes), resulting in all or a portion of our assets being unavailable to satisfy the claims of our unsecured indebtedness.

~~As of December 31, 2009, substantially all of our consolidated assets, including our equipment~~20 rental fleet, had been pledged for the benefit of the lenders under our Senior Credit Facilities and the holders of the 2017 Notes. As a result, the lenders under these facilities and the holders of the 2017 Notes would have a prior claim on such assets in the event of our bankruptcy, insolvency, liquidation or reorganization, and we may not have sufficient funds to pay all of our creditors and holders of our unsecured indebtedness may receive less, ratably, than the holders of our secured debt, and may not be fully paid, or may not be paid at all, even when other creditors receive full payment for their claims. In that event, holders of our equity securities would not be entitled to receive any of our assets or the proceeds therefrom.

Incapital ~~addition~~stock of RSC and, in the ~~pledge~~case of ~~these~~the ~~assets~~New Senior ~~and~~ABL ~~other~~Revolving ~~restrictions~~Facility, ~~may~~pledges ~~limit~~of ~~our~~substantially ~~flexibility~~all inof the assets of RSC Holdings II, LLC, ~~raising~~which consist primarily of the capital ~~for~~stock ~~other~~of ~~purposes~~RSC Holdings III, LLC. ~~Because~~The ~~substantially~~2014 ~~all~~Notes, ofthe ~~our~~2019 Notes ~~assets~~and the 2021 Notes are ~~pledged~~unsecured ~~under~~and ~~these financing~~therefore ~~arrangements~~do not have the benefit of such collateral. Accordingly, ~~our~~if ~~ability~~an event of default were to ~~incur~~occur ~~additional~~under the New Senior ABL Revolving Facility or the 2017 Notes, the senior secured ~~indebtedness~~lenders under such facility or the holders of the 2017 Notes would have a prior right to ~~sell~~our orassets, ~~dispose~~to the exclusion of our general creditors, including the holders of our 2014 Notes, 2019 Notes and 2021 Notes. In that event, our assets would first be used to ~~raise~~repay ~~capital~~in ~~may~~full beall ~~impaired~~indebtedness and other obligations secured by them (including all amounts outstanding under the New Senior ABL Revolving Facility and the 2017 Notes), ~~which~~resulting ~~could~~in ~~have~~all anor ~~adverse~~a portion ~~effect~~of onour assets being unavailable to satisfy the claims of our ~~financial flexibility~~unsecured indebtedness.

As of February 9, 2011, substantially all of our consolidated assets, including our equipment rental fleet, had been pledged for the benefit of the lenders under our New Senior ABL Revolving Facility and the holders of the 2017 Notes. As a result, the lenders under such facility and the holders of the 2017 Notes would have a prior claim on such assets in the event of our bankruptcy, insolvency, liquidation or reorganization, and we may not have sufficient funds to pay all of our creditors and holders of our unsecured indebtedness may receive less, ratably, than the holders of our secured debt, and may not be fully paid, or may not be paid at all, even when other creditors receive full payment for their claims. In that event, holders of our equity securities would not be entitled to receive any of our assets or the proceeds therefrom. In addition, the pledge of these assets and other restrictions may limit our flexibility in raising capital for other purposes. Because substantially all of our assets are pledged under these financing arrangements, our ability to incur additional secured indebtedness or to sell or dispose of assets to raise capital may be impaired, which could have an adverse effect on our financial flexibility.

An increase in interest rates would increase the cost of servicing our indebtedness and could reduce our profitability.

Indebtedness we have and may incur under the New Senior ~~Credit~~ABL ~~Facilities~~Revolving Facility bears interest at at variable rates. As a result, an increase in interest rates, whether because of an increase in market interest rates or an increase in our own cost of borrowing, would increase the cost of servicing our indebtedness and could materially reduce our profitability. In addition, recent turmoil in the credit markets has reduced the availability of debt financing, which may result in increases in the interest rates and borrowing spreads at which lenders are willing to make future debt financing available to us. The impact of such an increase would be more significant than it would be for some other companies because of our substantial indebtedness.

Risks Related to Market and Economic Factors

Our operating and financial performance in any given period might not meet the guidance we may have provided to the public.

We may provide public guidance on our expected operating and financial results for future periods. Although we believe that this guidance provides investors and analysts with a better ~~understanding~~ understanding of management’s expectations for the future, and is useful to our investors and ~~potential~~ potential investors, such guidance is comprised of forward-looking statements subject to the risks ~~and~~ and uncertainties described in this report and in our other public filings and public statements. Actual results may differ from the projected guidance we may provide. If in the future, our operating or financial results for a particular period do not meet ~~our~~the guidance orwe may provide, or the expectations of investment analysts, or if we reduce our guidance for future periods, the market price of our securities could significantly decline.

The certificate of incorporation, and by-laws of RSC Holdings and Delaware law may discourage ~~takeovers~~ takeovers and business combinations that its stockholders might consider in their best interests.

A number of provisions in the certificate of incorporation and by-laws of RSC Holdings may have the effect of delaying, deterring, preventing or rendering more difficult a change in control of RSC Holdings that its stockholders might consider in their best interests. These provisions include:

• establishment of a classified Board of Directors, with staggered terms; • granting to the Board of Directors sole power to set the number of directors and to fill any vacancy on the Board of Directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise; • limitations on the ability of stockholders to remove directors; • the ability of the Board of Directors to designate and issue one or more series of preferred stock without stockholder approval, the terms of which may be determined at the sole discretion of the Board of Directors; • prohibition on stockholders from calling special meetings of stockholders; • establishment of advance notice requirements for stockholder proposals and nominations for election to the Board of Directors at stockholder meetings; and • prohibiting our stockholders from acting by written consent if the Sponsors cease to collectively hold a majority of the outstanding common stock of RSC Holdings.

~~These provisions may prevent our stockholders from receiving the benefit from any premium to~~21 the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future. In addition, we have opted out of Section 203 of the Delaware General Corporation Law, which would have otherwise imposed additional requirements regarding mergers and other business combinations.

~~Our~~• ~~certificate~~the ability of ~~incorporation~~the Board of Directors to designate and ~~by-laws~~issue ~~may~~one ~~also~~or ~~make~~more itseries ~~difficult~~of ~~for~~preferred ~~stockholders~~stock ~~to replace~~without orstockholder ~~remove~~approval, ~~our~~the ~~management.~~terms ~~These~~of ~~provisions~~which may ~~facilitate~~be ~~management~~determined ~~entrenchment~~at ~~that~~the ~~may delay,~~sole ~~deter,~~discretion ~~render~~of ~~more~~the ~~difficult~~Board orof ~~prevent~~Directors; a• ~~change~~prohibition inon ~~our~~stockholders ~~control,~~from ~~which~~calling ~~may~~special ~~not~~meetings beof instockholders; • establishment of advance notice requirements for stockholder proposals and nominations for election to the ~~best~~ ~~interests~~Board of ~~our~~Directors at stockholder meetings; and • prohibiting stockholders from acting by written consent.

These provisions may prevent the stockholders of RSC Holdings from receiving the benefit from any premium to the market price of its common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of RSC Holdings’ common stock if they are viewed as discouraging takeover attempts in the future. In addition, RSC Holdings has opted out of Section 203 of the Delaware General Corporation Law, which would have otherwise imposed additional requirements regarding mergers and other business combinations.

The certificate of incorporation and by-laws of RSC Holdings may also make it difficult for stockholders to replace or remove RSC Holdings’ management. These provisions may facilitate management entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of its stockholders.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

As of December 31, ~~2009~~2010, we operated through an integrated network of ~~457~~454 rental locations across 40 states in the United States and 3three Canadian provinces. Of these locations, ~~438~~435 were in ~~the~~ the United States and 19 were in Canada. As of December 31, ~~2008~~2009, we operated ~~464~~457 rental locations. Of Of these locations, ~~445~~438 were in the United States and 19 were in Canada. We lease the real estate ~~for~~ for all but 3three of our locations. The majority of our leases are for 5 five year terms with renewal options.

Our rental locations are generally situated in industrial or commercial zones. The typical location is approximately 7,500 square feet in size, located on approximately 2.0 acres and includes a customer service center, an equipment service area and storage facilities for equipment. Our corporate headquarters are located in Scottsdale, Arizona, where we occupy approximately 44,825 square feet under a lease that expires in 2013.

Item 3. Legal Proceedings

We are party to legal proceedings and potential claims arising in the ordinary course of our business, including claims related to employment matters, contractual disputes, personal injuries and property damage. In addition, various legal actions, claims and governmental inquiries and proceedings are pending or may be instituted or asserted in the future against us and our subsidiaries.

Litigation is subject to many uncertainties, and the outcome of the individual litigated matters is not predictable with assurance. It is possible that certain of the actions, claims, inquiries or proceedings, including those discussed above, could be decided unfavorably to us or any of our subsidiaries involved. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, we do not believe that any current pending legal proceedings to which we are a party will materially harm our business, results of operations, cash flows or financial condition.

~~Item 4. Submission of Matters to a Vote of Security Holders~~22

Omitted pursuant to General Instruction I to Form 10-K.

Item 4. Reserved

PART II

Item 5. Market ~~For~~for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our equity securities are not publicly traded and are 100% owned by RSC Holdings II, LLC. RSC Holdings is the ultimate parent of RSC Holdings II, LLC.

Dividends

RSC Holdings does not have a formal dividend policy. The Board of Directors periodically considers the advisability of declaring and paying dividends in light of existing circumstances. RSC Holdings’ ability to pay dividends to holders of its common stock is limited as a practical matter by the New Senior ~~Credit~~ABL ~~Facilities~~Revolving Facility and the ~~indenture~~indentures governing the Notes, insofar as ~~RSC~~ RSC Holdings may seek to pay dividends out of funds made available to it, because its subsidiaries’ debt facilities directly or indirectly restrict RSC Holdings subsidiaries’ ability to pay dividends or make loans to it.

2423

Item 6. Selected Financial Data

The following table presents selected consolidated financial information and other operational data for our business. You should read the following information in conjunction with Item 7 of this Annual Report on Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

	Years Ended December 31,
	2009			2008			2007			2006			2005
	2010			2009			2008			2007			2006
	($ in thousands, except per share data)			~~($ in thousands, except per share data)~~
Consolidated statements of operations data:
Revenues:
Equipment rental revenue	$	1,~~073~~060,~~021~~266		$	1,~~567~~073,~~254~~021		$	1,~~543~~567,~~175~~254		$	1,~~368~~543,~~712~~175		$	1,~~140~~368,~~329~~712
Sale of merchandise		5149,~~951~~313			7251,~~472~~951			8072,~~649~~472			9280,~~524~~649			~~102~~92,~~894~~524
Sale of used rental equipment		~~158~~124,~~482~~845			~~125~~158,~~443~~482			~~145~~125,~~358~~443			~~191~~145,~~652~~358			~~217~~191,~~534~~652
Total revenues		1,~~283~~234,~~454~~424			1,~~765~~283,~~169~~454			1,~~769~~765,~~182~~169			1,~~652~~769,~~888~~182			1,~~460~~652,~~757~~888
Cost of revenues:
Cost of equipment rentals, excluding depreciation		548,462			692,613			640,992			591,241			528,071
Cost of equipment rentals, excluding depreciation (1)		563,513			540,945			685,600			634,215			585,538
Depreciation of rental equipment		~~285~~272,~~668~~610			~~317~~285,~~504~~668			~~295~~317,~~248~~504			~~253~~295,~~379~~248			~~212~~253,~~325~~379
Cost of merchandise sales		3635,~~743~~701			4936,~~370~~743			5349,~~936~~370			6153,~~675~~936			7361,~~321~~675
Cost of used rental equipment sales		~~148~~104,~~673~~491			90148,~~500~~673			~~103~~90,~~076~~500			~~145~~103,~~425~~076			~~173~~145,~~276~~425
Total cost of revenues		1976,~~019,546~~315			1,~~149~~012,~~987~~029			1,~~093~~142,~~252~~974			1,~~051~~086,~~720~~475			~~986~~1,~~993~~046,017
Gross profit		~~263~~258,~~908~~109			~~615~~271,~~182~~425			~~675~~622,~~930~~195			~~601~~682,~~168~~707			~~473~~606,~~764~~871
Operating expenses:
Selling, general and administrative		140,646			168,690			156,688			137,995			122,847
Selling, general and administrative (1)		146,791			148,163			175,703			163,465			143,698
Management fees and recapitalization expenses (1)(2)		—			—			23,000			10,836			—
Management fees and recapitalization expenses (2)(3)		—			—			—			23,000			10,836
Depreciation and amortization of non-rental equipment and intangibles		4340,~~984~~213			4943,~~567~~984			4649,~~226~~567			3846,~~783~~226			3338,~~776~~783
Other operating gains, net		(~~517~~5,592	)		(~~1,010~~517	)		(41,~~850~~010	)		(64,~~968~~850	)		(46,~~836~~968	)
Total operating expenses, net		~~184~~181,~~113~~412			~~217~~191,~~247~~630			~~221~~224,~~064~~260			~~180~~227,~~646~~841			~~151~~186,~~787~~349
Operating income		7976,~~795~~697			~~397~~79,~~935~~795			~~454~~397,~~866~~935			~~420~~454,~~522~~866			~~321~~420,~~977~~522
Interest expense, net		~~189~~194,~~689~~471			~~201~~189,~~849~~689			~~243~~201,~~908~~849			~~197~~243,~~085~~908			~~134~~197,~~556~~085
(Gain) loss on extinguishment of debt, net (3)		(13,916	)		—			9,570			—			—
(Gain) loss on extinguishment of debt, net (4)		—			(13,916	)		—			9,570			—
Other expense (income), net		707			658			(1,126	)		(311	)		(146	)
Other (income) expense, net		(539	)		707			658			(1,126	)		(311	)
(Loss) income before (benefit) provision for income taxes		(96117,~~685~~235	)		~~195~~(96,~~428~~685	)		~~202~~195,~~514~~428			~~223~~202,~~748~~514			~~187~~233,~~567~~748
(Benefit) provision for income taxes (4)		(37,325	)		72,939			79,260			86,568			66,488
(Benefit) provision for income taxes (5)		(43,719	)		(37,325	)		72,939			79,260			86,568
Net (loss) income	$	(5973,~~360~~516	)	$	~~122~~(59,~~489~~360	)	$	~~123~~122,~~254~~489		$	~~137~~123,~~180~~254		$	~~121~~137,~~079~~180
Preferred dividends		—			—			—			~~(7,997~~—	)		(157,~~995~~997	)
Net (loss) income available for common stockholders	$	(5973,~~360~~516	)	$	~~122~~(59,~~489~~360	)	$	~~123~~122,~~254~~489		$	~~129~~123,~~183~~254		$	~~105~~129,~~084~~183
Weighted average shares outstanding used in computing net (loss) income per common share:
Basic and diluted		1,000			1,000			1,000			1,000			1,000
Net (loss) income per common share:
Basic and diluted (5)	$	(59.36	)	$	122.49		$	123.25		$	129.18		$	105.08
Basic and diluted (6)	$	(73.52	)	$	(59.36	)	$	122.49		$	123.25		$	129.18


	Years Ended December 31,
	2010			2009			2008			2007			2006
	($ in thousands)
Other financial data:
Depreciation of rental equipment and depreciation and amortization of non-rental equipment and intangibles	$	312,823		$	329,652		$	367,071		$	341,474		$	292,162
Capital expenditures:
Rental	$	327,107		$	46,386		$	258,660		$	580,194		$	721,258
Non-rental		5,766			4,952			15,319			20,674			28,592
Proceeds from sales of rental equipment and non-rental equipment		(127,796	)		(170,975	)		(131,987	)		(156,678	)		(207,613	)
Insurance proceeds from rental equipment and property claims		(4,368	)		(5,267	)		—			—			—

Net capital expenditures (inflows)	$	200,709		$	(124,904	)	$	141,992		$	444,190		$	542,237


Other operational data (unaudited):
Fleet utilization (7)		63.7	%		57.6	%		70.1	%		72.8	%		72.0	%
Average fleet age at period end (months)		44			40			33			26			25
Same store rental revenue growth / (decline) (8)		0.5	%		(28.9	)%		2.4	%		11.1	%		18.9	%
Employees (9)		4,427			4,153			5,014			5,486			5,187
Original equipment fleet cost at period end (in millions) (10)	$	2,345		$	2,324		$	2,695		$	2,670		$	2,346

Consolidated balance sheet data:
Rental equipment, net	$	1,336,424		$	1,384,999		$	1,766,978		$	1,929,514		$	1,738,670
Total assets (11)		2,717,975			2,772,012			3,297,228			3,473,380			3,316,305
Debt		2,069,181			2,172,109			2,569,067			2,736,225			3,006,426
Total liabilities (11)		2,755,252			2,748,371			3,254,108			3,517,478			3,750,938
Total stockholders’ (deficit) equity		(37,277	)		23,641			43,120			(44,098	)		(434,633	)


(1)		Certain amounts in the consolidated statements of operations for the years ended December 31, 2009, 2008, 2007 and 2006 have been reclassified to conform with the current year presentation and consist of reclassifying the salaries and associated benefit expenses for business development managers to selling, general and administrative expense from cost of equipment rentals excluding depreciation. The reclassification resulted in a reduction to previously reported cost of equipment rentals, excluding depreciation and a corresponding increase to previously reported selling, general and administrative expense of $7.5 million, $7.0 million, $6.8 million and $5.7 million in the years ended December 31, 2009, 2008, 2007 and 2006, respectively.

(2)		In conjunction with the Recapitalization, we entered into a monitoring agreement whereby we would pay management fees of $1.5 million per quarter to the Sponsors. The monitoring agreement was terminated in connection with our initial public offering and a $20.0 million termination fee (also included in management fees) was paid.

(3)		The 2006 amount includes recapitalization expenses of approximately $10.3 million for fees and expenses related to the consummation of the Recapitalization that were not otherwise capitalized or applied to stockholders’ equity.

(4)		(Gain) loss on extinguishment of debt, net for the year ended December 31, 2009 consists of a $17.6 million net gain from the repayment of debt outstanding under the Second Lien Term Facility offset by a $3.7 million loss associated with the repayment of our Old Senior ABL Term Loan. The $17.6 million net gain associated with the repayment of our Second Lien Term Facility includes a $26.9 million gain, which represents the difference between the carrying value of debt repaid under the Second Lien Term Facility and the repurchase price offset by $2.9 million of creditor and third party fees incurred in connection with the repayment and the associated amendments to our Old Senior ABL Facilities credit agreement and Second Lien Term Facility agreement as well

	Years Ended December 31,
	as $6.4 million of unamortized deferred financing costs that were expensed. The $3.7 million loss from the extinguishment of our Old Senior ABL Term Loan includes $1.4 million of creditor fees incurred to amend the Old Senior ABL Facilities credit agreement in connection with the repayment of the Old Senior ABL Term Loan and $2.3 million of unamortized deferred financing costs that were expensed.
	2009			2008			2007			2006			2005
	Loss on extinguishment of debt for the year ended December 31, 2007 includes a $4.6 million prepayment penalty related to the $230.7 million repayment of Second Lien Term Facility debt and the write-off of $5.0 million of deferred financing costs associated with the repayment.
	($ in thousands)
(5)	Prior to the Recapitalization, RSC Holdings had other lines of businesses and the consolidated tax return of RSC Holdings for those periods included the results from those other lines of businesses. Our income taxes as presented in the consolidated financial statements for the period prior to the Recapitalization are calculated on a separate tax return basis that does not include the results from those other lines of businesses. Under Atlas’ ownership, RSC Holdings managed its tax position and remitted tax payments for the benefit of its entire portfolio of businesses, and its tax strategies were not necessarily reflective of the tax strategies that we would have followed or do follow as a stand-alone company. Tax payments were not made for the Company on a stand-alone basis prior to the Recapitalization.
Other financial data:
(6)	For purposes of calculating basic and diluted net income per common share, net income for the year ended December 31, 2006 has been adjusted for preferred stock dividends.
Depreciation of rental equipment and depreciation and amortization of non-rental equipment and intangibles	$	329,652		$	367,071		$	341,474		$	292,162		$	246,101
(7)	Fleet utilization is defined as the average aggregate dollar value of equipment rented by customers (based on original equipment fleet cost) during the relevant period, divided by the average aggregate dollar value of all equipment owned (based on original equipment fleet cost) during the relevant period.
Capital expenditures:
Rental	$	46,386		$	258,660		$	580,194		$	721,258		$	691,858
Non-rental		4,952			15,319			20,674			28,592			4,641
Proceeds from sales of used equipment and non-rental equipment		(170,975	)		(131,987	)		(156,678	)		(207,613	)		(233,731	)
Net capital expenditures	$	(119,637	)	$	141,992		$	444,190		$	542,237		$	462,768
Other operational data (unaudited):
Fleet utilization (6)		57.6	%		70.1	%		72.8	%		72.0	%		70.6	%
Average fleet age at period end (months)		40			33			26			25			30
Same store rental revenue growth / (decline) (7)		(28.9	)%		2.4	%		11.1	%		18.9	%		17.6	%
Employees (8)		4,153			5,014			5,486			5,187			4,938
Original equipment fleet cost (in millions) (9)	$	2,324		$	2,695		$	2,670		$	2,346		$	1,975
Consolidated balance sheet data:
Rental equipment, net	$	1,384,999		$	1,766,978		$	1,929,514		$	1,738,670		$	1,420,545
Total assets		2,728,266			3,268,542			3,454,369			3,304,976			2,764,431
Debt		2,172,109			2,569,067			2,736,225			3,006,426			2,352,380
Total liabilities		2,704,625			3,225,422			3,498,467			3,739,609			2,978,981
Total stockholders’ equity (deficit)		23,641			43,120			(44,098	)		(434,633	)		(214,550	)

The following table shows the calculation of fleet utilization for each period presented.


	For the Years Ended December 31,
	2010			2009			2008			2007			2006
	(in millions)
Average aggregate dollar value of all equipment owned (original cost)	$	2,339.9		$	2,484.7		$	2,731.2		$	2,535.7		$	2,197.8
Average aggregate dollar value of equipment on rent		1,491.0			1,431.5			1,913.9			1,844.9			1,582.8
Fleet utilization		63.7	%		57.6	%		70.1	%		72.8	%		72.0	%


(8)		Same store rental revenue growth or decline is calculated as the year-over-year change in rental revenue for locations that are open at the end of the period reported and have been operating under our direction for more than 12 months.

(9)		Employee count is given as of the end of the period indicated and the data reflects the actual headcount as of each period presented.

(10)		Original Equipment Fleet Cost (“OEC”) is defined as the original dollar value of rental equipment purchased from the original equipment manufacturer (“OEM”). Fleet purchased from non-OEM sources is assigned a comparable OEC dollar value at the time of purchase.

(11)		In 2010, the Company changed to a classified balance sheet presentation. Consolidated balance sheet data at December 31, 2009, 2008, 2007 and 2006 have been reclassified to conform to this presentation. As a result of this change, total assets and total liabilities increased by $43.7 million, $28.7 million, $19.0 million and $11.3 million at December 31, 2009, 2008, 2007 and 2006, respectively, from the previously reported amounts. This change was due to the separate presentation of current deferred tax assets, net, which was previously reported within deferred tax liabilities, net.

(1)		In conjunction with the Recapitalization, we entered into a monitoring agreement whereby we would pay management fees of $1.5 million per quarter to the Sponsors. The monitoring agreement was terminated in connection with our initial public offering and a $20.0 million termination fee (also included in management fees) was paid.
(2)		The 2006 amount includes recapitalization expenses of approximately $10.3 million for fees and expenses related to the consummation of the Recapitalization that were not otherwise capitalized or applied to stockholders’ equity.
(3)		(Gain) loss on extinguishment of debt, net for the year ended December 31, 2009 consists of a $17.6 million net gain from the repayment of debt outstanding under the Second Lien Term Facility offset by a $3.7 million loss associated with the repayment of our Senior ABL Term Loan. The $17.6 million net gain associated with the repayment of our Second Lien Term Facility includes a $26.9 million gain, which represents the difference between the carrying value of debt repaid under the Second Lien Term Facility and the repurchase price offset by $2.9 million of creditor and third party fees incurred in connection with the repayment and the associated amendments to our Senior ABL Facilities credit agreement and Second Lien Term Facility agreement as well as $6.4 million of unamortized deferred financing costs that were expensed. The $3.7 million loss from the extinguishment of our Senior ABL Term Loan includes $1.4 million of creditor fees incurred to amend the Senior ABL Facilities credit agreement in connection with the repayment of the Senior ABL Term Loan and $2.3 million of unamortized deferred financing costs that were expensed. Loss on extinguishment of debt for the year ended December 31, 2007 includes a $4.6 million prepayment penalty related to the $230.7 million repayment of Second Lien Term Facility debt and the write-off of $5.0 million of deferred financing costs associated with the repayment. The $9.6 million loss on extinguishment of debt was previously included in interest expense and has been reclassified to conform to the current year presentation.
(4)		Prior to the Recapitalization, RSC Holdings had other lines of businesses and the consolidated tax return of RSC Holdings for those periods included the results from those other lines of businesses. Our income taxes as presented in the consolidated financial statements for the period prior to the Recapitalization are calculated on a separate tax return basis that does not include the results from those other lines of businesses. Under Atlas’ ownership, RSC Holdings managed its tax position and remitted tax payments for the benefit of its entire portfolio of businesses, and its tax strategies were not necessarily reflective of the tax strategies that we would have followed or do follow as a stand-alone company. Tax payments were not made for the Company on a stand-alone basis prior to the Recapitalization.
(5)		For purposes of calculating basic and diluted net income per common share, net income for the years ended December 31, 2006 and 2005 have been adjusted for preferred stock dividends.
(6)		Fleet utilization is defined as the average aggregate dollar value of equipment rented by customers (based on original equipment fleet cost) during the relevant period, divided by the average aggregate dollar value of all equipment owned (based on original equipment fleet cost) during the relevant period.
		The following table shows the calculation of fleet utilization for each period presented.

	For the Years Ended December 31,
	2009			2008			2007			2006			2005
							(in millions)
Average aggregate dollar value of all equipment owned (original cost)	$	2,484.7		$	2,731.2		$	2,535.7		$	2,197.8		$	1,861.1
Average aggregate dollar value of equipment on rent		1,431.5			1,913.9			1,844.9			1,582.8			1,314.7
Fleet utilization		57.6	%		70.1	%		72.8	%		72.0	%		70.6	%

(7)		Same store rental revenue growth or decline is calculated as the year over year change in rental revenue for locations that are open at the end of the period reported and have been operating under our direction for more than 12 months.
(8)		Employee count is given as of the end of the period indicated and the data reflects the actual headcount as of each period presented.

(9) Original Equipment Fleet Cost (“OEC”) is defined as the original dollar value of rental equipment purchased from the original equipment manufacturer (“OEM”). Fleet purchased from non-OEM sources is assigned a comparable OEC dollar value at the time of purchase.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are one of the largest equipment rental providers in North America. We operate through a network of ~~457~~454 rental locations across 10ten regions in 40 U.S. states and 3three Canadian provinces. We We rent a broad selection of equipment ranging from large equipment such as backhoes, forklifts, ~~air~~ air compressors, scissor lifts, aerial work platform booms and skid-steer loaders to smaller items ~~such~~ such as pumps, generators, welders and electric hand tools. We also sell used equipment, parts, merchandise and supplies for customers’ maintenance, repair and operations.

For the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008, we generated approximately 8385.69%, 8883.86% and 8788.28% of our revenues from equipment rentals, respectively, and we derived the remaining 1614.41%, 1116.24% and 1211.82% of our revenues from sales of used rental equipment, merchandise and other related items, respectively.

The following table summarizes our total revenues, (loss) income before (benefit) provision for income taxes and net (loss) income for the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008 (in 000s):

	Years Ended December 31,
	2009			2008			2007
	2010			2009			2008
Total revenues	$	1,~~283~~234,~~454~~424		$	1,~~765~~283,~~169~~454		$	1,~~769~~765,~~182~~169
(Loss) income before (benefit) provision for income taxes		(96117,~~685~~235	)		~~195~~(96,~~428~~685	)		~~202~~195,~~514~~428
Net (loss) income		(5973,~~360~~516	)		~~122~~(59,~~489~~360	)		~~123~~122,~~254~~489

We manage our operations through the application of a disciplined, yet highly flexible business model, in which we utilize various financial and operating metrics to measure our operating performance and make decisions on the acquisition and disposal of rental fleet and the allocation of resources to and among our locations. Key metrics that we regularly review on a consolidated basis include Adjusted EBITDA, fleet utilization, average fleet age and original equipment fleet cost. The following is a summary of these key operating metrics:

	Years Ended December 31,
	2009			2008			2007
	2010			2009			2008
Adjusted EBITDA (in millions) (a)	$	~~413~~393.73		$	~~768~~413.07		$	~~823~~768.60
Fleet utilization (b)		5763.67	%		7057.16	%		7270.81	%
Average fleet age at period end (months)		40			33			26
Average fleet age at period end (months) (c)		44			40			33
Original equipment fleet cost (in millions) (c)	$	2,324		$	2,695		$	2,670
Original equipment fleet cost at period end (in millions) (d)	$	2,345		$	2,324		$	2,695

(a) Defined as consolidated net (loss) income before net interest expense, income taxes and depreciation and amortization and before certain other items, including (gain) (loss) on extinguishment of debt, net, share-based compensation, and other ~~expense~~ (income) expense, net ~~and management fees~~. Adjusted EBITDA is not a recognized measure under UGAAP.S. ~~Generally~~See ~~Accepted~~reconciliation ~~Accounting~~between ~~Principles~~net (~~“GAAP”~~loss). ~~See~~income and Adjusted EBITDA and reconciliation between net ~~(loss)~~cash ~~income~~provided by operating activities and Adjusted EBITDA under “Liquidity and Capital Resources — Adjusted EBITDA”. (b) Defined as the average aggregate dollar value of equipment rented by customers (based on original equipment fleet cost or “OEC”) during the relevant period, divided by the average aggregate dollar value of all equipment owned (based on OEC) during the relevant period. (c) Defined as the number of months since an equipment unit was first placed in service, weighted by multiplying individual equipment ages by their respective original costs and dividing the sum of those individual calculations by the total original cost. Equipment refurbished by the original equipment manufacturer is considered new. (d) Defined as the original dollar value of rental equipment purchased from the original equipment manufacturer (“OEM”). Fleet purchased from non-OEM sources is assigned a comparable OEC dollar value at the time of purchase.

~~During the year ended December 31, 2009, our Adjusted EBITDA decreased $354.3 million, or~~27 46.1%, from $768.0 million in 2008 to $413.7 million in 2009. The decrease was driven by a decline in equipment rental revenue and a decrease in used equipment sales margins. The decrease in equipment rental revenue was due primarily to a decline in rental volume

~~and~~ During tothe ayear ~~lesser~~ended ~~extent~~December 31, a2010, ~~decline~~our Adjusted EBITDA decreased $20.4 million, or 4.9%, from $413.7 million in ~~price~~2009 to $393.3 million in 2010. The decrease is due primarily to a $35.3 million decrease in equipment rental margins onoffset by a $10.5 million increase in used ~~equipment~~rental equipment sales ~~was~~margins. Equipment rental margins were lower during 2010 due to ana ~~increase~~6.3% decrease in rental rates and to a lesser extent higher fuel prices, which resulted in increases in freight and fuel expense. Offsetting these negative factors was a $10.4 million decrease in location closure and severance costs as compared to the ~~supply~~prior ofyear ~~used~~period. Used rental equipment ~~relative~~sales tomargins ~~demand~~were higher ~~combined~~during ~~with~~2010 due to an ~~increase~~ improvement in ~~our~~margins ~~use~~on ofused ~~low-margin~~rental equipment sold through both retail and auction channels.

For the ~~years~~year ended December 31, ~~2009,~~2010 ~~and December 31, 2008,~~ our fleet utilization ~~decreased 1,250~~increased 610 basis points ~~and~~as compared ~~270~~to ~~basis~~the ~~points,~~prior ~~respectively~~year period. ~~These~~The ~~decreases~~increase ~~were~~was ~~primarily~~due ~~attributable~~to rising demand for our rental equipment as well as a reduction in average OEC during 2010 resulting from our initiative to adjust our fleet levels to more appropriately match our business needs. During 2009 our utilization continued to decline due to lower demand for our rental equipment brought on by a weakening of demand in the non-residential construction market asand ~~well~~to asa lesser extent, a weakening of demand in the industrial or non-construction ~~markets~~market. This weakening of demand continued into the first quarter of 2010 as utilization for the three months ended March 31, 2010 was lower than the comparable prior year period. Market conditions improved during the remainder of 2010 resulting in strengthening demand for our rental equipment as fleet on rent increased approximately 22.8% at December 31, 2010 as compared to December 31, 2009. This compares to a decrease of approximately 25.8% at December 31, 2009 as compared to December 31, 2008.

Average fleet age at December 31, ~~2009~~2010 was 4044 months, up 7 four months, from 3340 months at ~~December~~ December 31, ~~2008~~2009. ~~The~~Rental ~~increase~~fleet inpurchases, ~~2009~~which ~~resulted~~totaled ~~from~~$327.1 million ~~reductions~~ in ~~capital~~the ~~expenditures.~~year ~~During~~ended ~~times of~~December ~~weakening~~31, ~~demand~~2010, wewere ~~deliberately~~not ~~allow~~at ~~our~~a ~~equipment~~pace sufficient to ~~age~~offset ~~and~~the ~~reduce~~growth ~~capital expenditures~~ in ~~order~~ tooverall ~~maximize~~fleet ~~cash flow~~age.

Original equipment fleet cost at December 31, 2009 was $2,324 million, down 13.8%, from $2,695 million at December 31, 2008. The decrease in 2009 was due primarily to an increase in the sale of used rental equipment and a reduction in capital expenditures.

For trends affecting our business and the markets in which we operate see “Business Environment and Outlook,” “Recent Developments” and “Factors Affecting our Results of Operations” each presented below and the section entitled “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.

Business Environment and Outlook

Our revenues and operating results are driven in large part by activities in the industrial or non-~~residential~~ construction market and ~~industrial~~the or non-residential construction ~~markets~~market. On a combined basis we currently derive approximately 97% of our rental revenues from these two markets.

~~Non-residential~~The industrial or non-construction ~~markets~~market generated approximately 4159% of our rental revenues ~~during~~ during the year ended December 31, ~~2009~~2010. InThe ~~the~~non-residential ~~beginning~~construction market generated approximately 38% of ~~2008~~our rental revenues during the year ended December 31, we2010. ~~began~~During to2009, ~~see~~we saw a continued weakening of demand in the non-residential construction market which resulted in a decrease in the demand for our rental equipment and downward pressure on our rental rates. These trends ~~accelerated~~continued ininto the ~~fourth~~ first quarter of ~~2008~~2010. ~~and~~Demand ~~continued~~in tothe ~~worsen~~industrial ~~throughout~~or non-construction market also weakened through 2009, ~~with~~however, ~~demand~~not ~~and~~to ~~pricing~~the ~~falling~~same ~~below~~extent ~~prior~~as the non-residential ~~year~~construction ~~levels~~market. WeGenerally, ~~expect~~the ~~demand~~industrial or non-construction market is less exposed to cyclicality ~~continue~~than ~~its~~the ~~seasonal~~non-residential ~~sequential~~construction ~~decline~~market. ~~through~~We responded to the ~~first~~economic slowdown by ~~quarter~~employing a number of ~~2010~~financial and operational measures, which enabled us to right-size our business, generate positive cash flow and utilize any excess cash flow to repay outstanding amounts on our Old Senior ABL Revolving Facility.

~~Our~~During ~~business~~the ~~with~~second ~~industrial~~quarter orof ~~non-construction~~2010 ~~customers~~and continuing throughout the remainder of 2010, market conditions improved, which ~~accounted~~translated ~~for~~into ~~approximately 56%~~strengthening ofdemand for our rental ~~revenues~~equipment ~~during~~as ~~the~~fleet on ~~year~~rent ~~ended~~increased approximately 22.8% at December 31, 2010 as compared to December 31, 2009. This compares to a decrease of approximately 25.8% at December 31, is2009 ~~less~~as ~~exposed~~compared to ~~cyclicality~~December 31, 2008. ~~than~~In addition, fleet utilization for the ~~non-residential~~year ended December 31, 2010 was 63.7%, an increase of ~~construction~~610 ~~market~~basis aspoints wefrom ~~tap~~57.6% ~~into~~for ~~those~~the ~~customers’~~year ~~maintenance~~ended December 31, ~~repairs~~2009. ~~and~~Although ~~capital~~rental ~~improvement~~rates declined ~~budgets~~6.3% ~~Demand~~ in the ~~industrial~~year orended ~~non~~December 31, 2010, the year-~~construction~~over-year ~~market~~rental ~~weakened~~rate ~~throughout~~decline ~~2009,~~in ~~however,~~the fourth ~~not~~quarter toof ~~the~~2010 ~~same~~was ~~extent~~1.9%, aswhich compares to the ~~non~~year-~~residential~~over-year ~~construction~~rental ~~market~~rate declines of 4.4%, ~~Demand~~8.4% and 9.9% in the ~~industrial~~quarters orended September 30, 2010, June 30, 2010 and March 31, 2010, respectively. ~~non~~We expect year-~~construction~~over-year ~~market~~rental isrates ~~also~~in ~~expected~~the first quarter of 2011 to be ~~down~~comparable into the first quarter ~~half~~ of 2010,. ~~however,~~We ~~not~~also expect fleet on rent and utilization to ~~the~~continue to compare favorably to ~~same~~the ~~extent~~prior asyear during the ~~non~~first quarter of 2011 and while pricing remains challenging, year-~~residential~~over-year ~~construction~~comparisons ~~market~~for rental revenues in the first quarter of 2011 are expected to be favorable.

~~We continue to respond to the economic slowdown by employing a number of financial and~~28 ~~operational measures, which include the following:~~

• utilizing excess cash flow resulting from our planned reduction in capital expenditures and the proceeds from the sale of used rental equipment to repay outstanding amounts on our Senior ABL Revolving Facility and our Second Lien Term Facility; • evaluating additional opportunities to restructure our debt to extend existing maturities and replace shorter term obligations with longer term obligations; and • implementing cost reduction measures throughout our business.

Recent Developments

~~Location~~$650.0 ~~Closures~~million ~~and~~Senior ~~Headcount~~Unsecured ~~Reduction~~Notes Offering

AsOn January ~~part~~19, of2011, ~~our~~we ~~disciplined~~completed ~~approach~~a toprivate offering ~~managing~~of ~~our~~$650.0 ~~operations,~~million weaggregate ~~actively~~principal ~~identify~~amount ~~locations with~~of ~~operating~~8.25% ~~margins~~senior ~~that~~unsecured ~~consistently~~notes ~~fall~~due ~~below~~February ~~our~~2021 ~~performance~~(the ~~standards.~~‘‘2021 ~~Once identified, we~~Notes”). ~~regularly~~ ~~review~~The ~~these~~proceeds ~~locations~~from tothe ~~determine~~sale ifof ~~operating~~the ~~performance~~2021 ~~can~~Notes bewere ~~improved~~used orto ifrepay the ~~performance~~ isoutstanding ~~attributable~~balance toon ~~economic~~our ~~factors~~Second ~~unique~~Lien Term toFacility, ~~the~~which ~~particular~~totaled ~~market~~$479.4 ~~with~~million ~~long-term prospects~~plus ~~that~~accrued ~~are~~interest ~~not~~of ~~favorable~~$0.7 Ifmillion ~~necessary~~as of January 19, ~~locations~~2011, redeem ~~with~~on ~~unfavorable~~February ~~long-term~~21, ~~prospects~~2011 ~~are closed~~a ~~and~~portion of the ~~rental~~2014 ~~fleet~~Notes isas ~~redeployed~~described tobelow, ~~more~~settle ~~profitable~~our ~~locations~~outstanding ~~with~~interest ~~higher~~rate ~~demand~~swap obligations, which totaled $35.1 ~~During the~~million ~~year~~as ~~ended~~of ~~December 31,~~January ~~2009~~19, we2011 ~~closed~~and orpay ~~consolidated~~approximately ~~24 locations~~$13.0 Wemillion ~~also~~in ~~closed~~transaction ancosts. ~~administrative~~The ~~office~~transaction ~~during~~costs ~~the~~were ~~second~~capitalized ~~quarter~~and are being amortized over the term of ~~2009.~~the In2021 ~~connection~~Notes. On ~~with~~January ~~these~~18, ~~closures~~2011, we ~~recorded~~ ~~charges~~sent a notice of ~~approximately~~our election to redeem $10117.2 0 million inof the ~~year~~aggregate ~~ended~~principal ~~December 31~~of the 2014 Notes to the trustee, ~~2009.~~who ~~These~~distributed ~~costs~~to ~~consisted~~the ofholders, ~~estimates~~and ~~for~~such ~~costs~~redemption ~~under~~will ~~operating~~occur ~~leases~~on ~~that~~February ~~will~~21, ~~continue~~2011. In addition to bethe ~~incurred~~repayment ~~without~~of the $117.0 million of the aggregate ~~economic~~ ~~benefit~~principal toof usour 2014 Notes, ~~lease~~we ~~termination~~will ~~fees,~~pay ~~employee~~accrued ~~termination~~interest ~~costs~~of $2.5 million and incur a call premium of $5.6 million, ~~freight~~which ~~costs~~will tobe funded ~~transport~~with ~~fleet~~the ~~from~~remaining ~~closed~~proceeds ~~locations~~from tothe ~~other~~2021 ~~locations~~Notes and ~~the~~in ~~write-off~~part offrom ~~leasehold improvements~~a draw on our New Senior ABL Revolving Facility. OfAs a result of the Second ~~$10.2 million~~Lien ~~recognized~~Term inFacility repayment and the ~~year~~partial ~~ended~~repayment ~~December 31,~~of ~~2009~~the 2014 Notes, we will expense $97.4 3 million ~~was~~ ~~included~~of ~~within~~unamortized ~~cost~~deferred financing ofcosts, ~~equipment~~which ~~rentals,~~together with the $05.7 6 million ~~associated~~in ~~with~~call ~~the~~premiums, ~~write-off~~will ~~of leasehold~~be ~~improvements~~characterized ~~was~~as ~~included~~a ~~within~~loss ~~other~~on ~~operating~~extinguishment ~~gains,~~of ~~net~~debt ~~and~~in $02011.~~1 million~~ The ~~was~~settlement ~~included in~~of ~~selling,~~our ~~general~~interest ~~and~~rate ~~administrative~~swaps ~~expenses~~resulted in ~~the~~a ~~consolidated~~charge ~~statements~~ of ~~operations~~$33.9 million, which will be characterized as interest expense in 2011.

~~During~~New ~~the~~Senior ~~year~~ABL ~~ended~~Revolving ~~December 31, 2009, we also recognized $3.6 million of other severance~~Facility costs not directly associated with location closures as the result of company-wide reductions in workforce. Of the $3.6 million of additional severance recognized in the year ended December 31, 2009, $3.0 million was included within cost of equipment rentals and $0.6 million was included within selling, general and administrative expenses in the consolidated statements of operations.

~~Industrial~~ On ~~Presence~~February 9, 2011, we entered into the New Senior ABL Revolving Facility, which replaced our Old Senior ABL Revolving Facility, and borrowed $383.0 million of loans under the New Senior ABL Revolving Facility. The proceeds of these loans were used to repay the outstanding balance on our Old Senior ABL Revolving Facility, which totaled $370.2 million plus accrued interest and other fees of $1.1 million, and to pay $11.0 million in transaction costs including legal fees. The transaction costs were capitalized and are being amortized over the term of the New Senior ABL Revolving Facility. Our New Senior ABL Revolving Facility, which is due February 2016, provides commitments for additional aggregate borrowings of approximately $1,100.0 million subject to, among other things, our maintenance of a sufficient borrowing base under such facility. The borrowing base reporting requirements that we are subject to, under the New Senior ABL Revolving Facility are substantially similar to those under the Old Senior ABL Revolving Facility.

Industrial or non-construction markets provide a less cyclical rental base than construction markets since our rental equipment is used primarily for maintenance and repair programs. As part of our ongoing strategy, in 2009 we undertook a number of initiatives with the intent of expanding the scope and depth of our presence in industrial or non-construction markets. These efforts include the hiring of industrial sales professionals, the expansion of our product offering to meet a wider array of industrial or non-construction customer needs, the transfer of fleet from primarily construction to industrial or non-construction locations and the opening of new locations with a bias towards industrial or non-construction markets. During 2009, we opened 17 new locations that are concentrated primarily in industrial or non-construction markets.

$400 million Senior Secured Notes Offering and Debt Amendments

On July 1, 2009, we completed a private placement offering (the “July Offering”) of $400.0 million aggregate principal amount of 10% senior secured notes due July 2017 (the “2017 Notes”). The July Offering resulted in net proceeds to the Company of $389.3 million after an original issue discount of $10.7 million. Interest on the 2017 Notes is payable on January 15 and July 15, commencing January 15, 2010. To permit the issuance of the 2017 Notes, we amended our Senior ABL Facilities credit agreement (the “Notes Credit Agreement Amendment”) after obtaining the consent of lenders holding a majority of the outstanding Senior ABL Term Loans and Senior ABL Revolving Facility commitments. Pursuant to the requirements of the Notes Credit Agreement Amendment, we used the proceeds from the July Offering (net of an $8.0 million underwriting fee) to repay the outstanding balance on the Senior ABL Term Loan of $243.1 million and pay down $138.2 million of the outstanding balance on the Senior ABL Revolving Facility. Also pursuant to the Notes Credit Agreement Amendment, the total commitment under our Senior ABL Revolving Facility decreased from $1,450.0 million to $1,293.0 million.

In July 2009, upon the completion of the July Offering, we executed a second amendment to the Senior ABL Revolving Facility credit agreement to extend the maturity date of a portion of the Senior ABL Revolving Facility and reduce the total commitment (the “Extension Credit Agreement Amendment”). Pursuant to the Extension Credit Agreement Amendment, the total commitment under our Senior ABL Revolving Facility decreased from $1,293.0 million to $1,100.0 million, of which $280.8 million is due November 2011 (the “Non-Extending” portion) with the remaining $819.2 million (the “Extending” portion) due August 2013. The outstanding balance on the Non-Extending and Extending portions of the Senior ABL Revolving Facility were $103.5 million and $297.7 million, respectively, at December 31, 2009.

Including the $8.0 million underwriting fee noted above, we incurred creditor and third party fees of $23.2 million in connection with the July Offering, the Notes Credit Agreement Amendment and the Extension Credit Agreement Amendment. We capitalized $21.8 million of these fees as deferred financing costs, which were allocated to the 2017 Notes and the Senior ABL Revolving Facility. The capitalized fees associated with the Senior ABL Revolving Facility were further allocated on a pro-rata basis to the Extending and Non-Extending portions and are being amortized to interest expense over the respective term of each. We expensed the remaining fees of $1.4 million, which were directly associated with the repayment of the Senior ABL Term Loan. In connection with the repayment of the Senior ABL Term Loan, we also expensed $2.3 million of unamortized deferred financing costs. The $3.7 million loss incurred on the repayment of the Senior ABL Term Loan is included within (gain) loss on extinguishment of debt, net in the consolidated statement of operations for the year ended December 31, 2009.

Second Lien Term Facility Amendment and Repurchase Transactions

In August 2009, we executed an amendment to the Second Lien Term Facility credit agreement (the “Second Lien Amendment”) to permit us to make voluntary discounted prepayments on the outstanding balance of the Second Lien Term Facility for a one-year period beginning August 21, 2009, the effective date of the Second Lien Amendment. The aggregate principal amount of such term loans so prepaid may not exceed $300.0 million.

In August, September and October 2009, we made cumulative repurchases of $227.8 million principal of the Second Lien Term Facility for $200.9 million, or approximately 88% of par value, a gain of $26.9 million before fees and expenses. In connection with the Second Lien Amendment and the repurchases, we incurred $2.9 million of creditor and third party fees. We capitalized $0.8 million of these fees, which pertained to the Second Lien Amendment, as deferred financing costs, which are being amortized over the remaining term of the Second Lien Term Facility. The remaining fees of $2.1 million were expensed as incurred. We also expensed $3.5 million of unamortized deferred financing costs as a result of these repurchases. The $21.3 million net gain on these repurchases is included within (gain) loss on extinguishment of debt, net in the consolidated statement of operations for the year ended December 31, 2009.

$200 million Senior Unsecured Notes Offering and Debt Amendments

In November 2009, we executed a third amendment to the Senior ABL Revolving Facility credit agreement to permit us to prepay indebtedness under the Second Lien Term Facility and redeem or repurchase senior unsecured notes, in each case with the proceeds from the issuance of permitted refinancing indebtedness without complying with the payment conditions set forth in the amended Senior ABL Revolving Facility credit agreement (the “Extension Credit Agreement Second Amendment”). In November 2009, we also executed a second amendment to the Second Lien Term Facility credit agreement (the “Second Lien Second Amendment”) in order to permit us to issue unsecured notes without having indebtedness incurred in connection with any such issuances count against the general debt basket or any other debt incurrence requirement under the Second Lien Term Facility credit agreement as long as the proceeds from any such issuance are used within four business days of their receipt to repay indebtedness outstanding under the Second Lien Term Facility (the “Second Lien Second Amendment”). We incurred creditor and third party fees in connection with the Extension Credit Agreement Second Amendment and the Second Lien Second Amendment of $1.2 million. We capitalized $0.4 million of these fees as deferred financing costs, which were allocated to the Senior ABL Revolving Facility and the Second Lien Term Facility. The capitalized fees associated with the Senior ABL Revolving Facility were further allocated on a pro-rata basis to the Extending and Non-Extending portions and are being amortized to interest expense over the respective term of each. We expensed the remaining fees of $0.8 million, which are included within (gain) loss on extinguishment of debt, net in the consolidated statement of operations for the year ended December 31, 2009.

On November 17, 2009, we completed a private placement offering (the “November Offering”) of $200.0 million aggregate principal amount of 10.25% senior unsecured notes due November 2019 (the “2019 Notes”). The November Offering resulted in net proceeds to us of $192.1 million after an original issue discount of $3.1 million and fees and expenses incurred in connection with the November Offering of $4.8 million, all of which were capitalized and are being amortized through November 2019 using the effective interest rate method. Interest on the 2019 Notes is payable on May 15 and November 15, commencing May 15, 2010. We used the proceeds from the November Offering to pay down a

portion of the balance of the Second Lien Term Facility. As a result of this prepayment we expensed $2.9 million of unamortized deferred financing costs, which are included within (gain) loss on extinguishment of debt, net in the consolidated statement of operations for the year ended December 31, 2009.

Factors Affecting Our Results of Operations

Our revenues and operating results are driven in large part by activities in the industrial or non-~~residential~~ construction market and ~~industrial~~the or non-residential construction ~~markets~~market. These markets are cyclical with activity levels that tend to increase in line with growth in gross domestic product and decline during times of economic weakness; however, the industrial or non-construction ~~markets~~market ~~are~~ is historically less exposed to cyclicality than non-residential construction ~~markets~~market. In addition, activity in the construction market tends to be susceptible to seasonal fluctuations in certain parts of the country. This results in changes in demand for our rental equipment. The cyclicality and seasonality of the equipment rental industry result in variable demand and, therefore, our revenues and operating results may fluctuate from period to period.

~~Initial Public Offering~~29

In May 2007, RSC Holdings completed an initial public offering of its common stock. The number of common shares offered was 20,833,333. Of these shares, 12,500,000 were new shares offered by RSC Holdings and 8,333,333 were shares offered by the Sponsors and ACF. RSC Holdings did not receive any of the proceeds from the sale of the shares by the Sponsors and ACF. The common stock was offered at a price of $22.00 per share. The net proceeds from the offering, after deducting underwriting discounts and offering expenses, was approximately $255.1 million. RSC Holdings contributed the net proceeds from the offering to us and we used the contribution to repay $230.7 million of the Second Lien Term Facility, an associated prepayment penalty of $4.6 million, and a termination fee of $20.0 million to the Sponsors related to the termination of the monitoring agreement.

Results of Operations

Revenues:

• Equipment rental revenue consists of fees charged to customers for use of equipment owned by us over the term of the rental as well as other fees charged to customers for items such as delivery and pickup, fuel and damage waivers. • Sale of merchandise revenues ~~represent~~represents sales of contractor supplies, replacement parts, consumables and ancillary products and, to a lesser extent, new equipment. • Sale of used rental equipment represents revenues derived from the sale of rental equipment that has previously been included in our rental fleet.

Cost of revenues:

	•		Cost of equipment rentals, excluding depreciation, consists primarily of wages and benefits for employees involved in the delivery and maintenance of rental equipment, rental location facility costs and rental equipment repair and maintenance expenses.

	•		Depreciation of rental equipment consists of straight-line depreciation of equipment included in our rental fleet.

	•		Cost of merchandise sales represents the costs of acquiring those items.

	•		Cost of used rental equipment sales represents the net book value of rental equipment at the date of sale.

Selling, general and administrative costs primarily include sales force compensation, information technology costs, advertising and marketing, professional fees and administrative overhead.

~~Other~~Depreciation ~~operating gains, net are gains~~ and ~~losses~~amortization ~~resulting from the disposition~~ of non-rental ~~assets.~~ ~~Other~~equipment ~~operating gains~~ and ~~losses~~intangibles ~~represent~~consists ~~the~~of straight-line ~~difference~~depreciation ~~between~~of ~~proceeds~~vehicles ~~received~~and ~~upon disposition~~equipment ofused ~~non-rental~~to ~~assets~~support ~~(if~~our ~~any)~~operations, leasehold improvements and ~~the~~amortization ~~net book value~~ of ~~the~~intangible ~~asset~~assets atwith ~~the~~finite ~~time~~useful ~~of disposition~~lives.

Other operating (gains) losses, net are gains and losses resulting from the disposition of non-rental assets. Other operating gains and losses represent the difference between proceeds received upon disposition of non-rental assets (if any) and the net book value of the asset at the time of disposition. Other operating (gains) losses, net also include insurance proceeds from rental and equipment claims in excess of losses incurred as well as proceeds received in connection with legal settlements.

For trends affecting our business and the markets in which we operate see “Factors Affecting Our Results of Operations” above and also “Risk Factors — Related to Our Business” in Part I, Item 1A of this Annual Report on Form 10-K.

3430

Year Ended December 31, 2010 Compared with Year Ended December 31, 2009

The following table sets forth for each of the periods indicated our statements of operations data and expresses revenue and expense data as a percentage of total revenues for the periods presented (in 000s):


							Percent of Revenue
	Years Ended						Years Ended
	December 31,						December 31,						Increase (Decrease)
	2010			2009			2010			2009			2010 versus 2009
Revenues:
Equipment rental revenue	$	1,060,266		$	1,073,021			85.9	%		83.6	%	$	(12,755	)	(1.2	)%
Sale of merchandise		49,313			51,951			4.0			4.0			(2,638	)	(5.1	)
Sale of used rental equipment		124,845			158,482			10.1			12.4			(33,637	)	(21.2	)

Total revenues		1,234,424			1,283,454			100.0			100.0			(49,030	)	(3.8	)

Cost of revenues:
Cost of equipment rentals, excluding depreciation		563,513			540,945			45.6			42.1			22,568		4.2
Depreciation of rental equipment		272,610			285,668			22.1			22.3			(13,058	)	(4.6	)
Cost of merchandise sales		35,701			36,743			2.9			2.9			(1,042	)	(2.8	)
Cost of used rental equipment sales		104,491			148,673			8.5			11.6			(44,182	)	(29.7	)

Total cost of revenues		976,315			1,012,029			79.1			78.9			(35,714	)	(3.5	)

Gross profit		258,109			271,425			20.9			21.1			(13,316	)	(4.9	)

Operating expenses:
Selling, general and administrative		146,791			148,163			11.9			11.5			(1,372	)	(0.9	)
Depreciation and amortization of non-rental equipment and intangibles		40,213			43,984			3.3			3.4			(3,771	)	(8.6	)
Other operating gains, net		(5,592	)		(517	)		(0.5	)		(0.0	)		(5,075	)	n/a

Total operating expenses, net		181,412			191,630			14.7			14.9			(10,218	)	(5.3	)

Operating income		76,697			79,795			6.2			6.2			(3,098	)	(3.9	)
Interest expense, net		194,471			189,689			15.8			14.8			4,782		2.5
Gain on extinguishment of debt, net		—			(13,916	)		—			(1.1	)		13,916		n/a
Other (income) expense, net		(539	)		707			0.0			0.1			(1,246	)	n/a

Loss before benefit for income taxes		(117,235	)		(96,685	)		(9.5	)		(7.5	)		(20,550	)	n/a
Benefit for income taxes		43,719			37,325			3.5			2.9			6,394		n/a

Net loss	$	(73,516	)	$	(59,360	)		(6.0	)%		(4.6	)%	$	(14,156	)	n/a

Total revenues decreased $49.0 million, or 3.8%, from $1,283.5 million for the year ended December 31, 2009 to $1,234.4 million for the year ended December 31, 2010. Equipment rental revenue decreased $12.8 million, or 1.2%, from $1,073.0 million for the year ended December 31, 2009 to $1,060.3 million for the year ended December 31, 2010. The decrease in equipment rental revenue is primarily the result of a $67.4 million, or 6.3%, decrease in rental rates offset by a $54.6 million, or 4.5%, increase in rental volume. The increase in rental volume includes a $6.3 million increase due to currency rate changes.

Sale of merchandise revenues decreased $2.6 million, or 5.1%, from $52.0 million for the year ended December 31, 2009 to $49.3 million for the year ended December 31, 2010. The decrease was due to a decline in sales of replacement parts, which was driven primarily by a change in mix.

Revenues from the sale of used rental equipment decreased $33.6 million, or 21.2%, from $158.5 million for the year ended December 31, 2009 to $124.8 million for the year ended December 31, 2010. The decrease was due to an approximate 28% decrease in volume offset by improved pricing in both auction and retail channels. During 2010, we intentionally slowed our sales of certain categories of used rental equipment to preserve fleet in response to rising demand. Increased demand for our rental equipment in 2010 was evidenced by our fleet utilization, which increased 610 basis points to 63.7% for the year ended December 31, 2010 from 57.6% for the year ended December 31, 2009. We also purchased $327.1 million of new rental fleet. Our sales of used rental equipment in the year ended December 31, 2010 represent a normal part of the rental fleet life cycle.

Cost of equipment rentals, excluding depreciation, increased $22.6 million, or 4.2%, from $540.9 million for the year ended December 31, 2009 to $563.5 million for the year ended December 31, 2010, and is consistent with the increase in rental volume. Although the year over year increase in cost of equipment rentals, excluding depreciation was consistent with the increase in rental volume, location closure and severance costs were $11.3 million higher during the year ended December 31, 2009 as compared to the year ended December 31, 2010. The impact of this decrease was offset by higher fuel prices which contributed to increases in freight and fuel expense of $7.1 million and $5.7 million, respectively, in the year ended December 31, 2010 as compared to the year ended December 31, 2009. Cost of equipment rentals excluding depreciation, as a percentage of equipment rental revenues increased from 50.4% for the year ended December 31, 2009 to 53.1% for the year ended December 31, 2010. The increase is due primarily to a 6.3% decrease in equipment rental rates.

Depreciation of rental equipment decreased $13.1 million, or 4.6%, from $285.7 million for the year ended December 31, 2009 to $272.6 million for the year ended December 31, 2010. The decrease is due to a decline in the average OEC for the year ended December 31, 2010 as compared with the year ended December 31, 2009. The decrease in the average OEC resulted from our actions throughout 2009 to reduce rental fleet in response to weakened demand. As a percent of equipment rental revenues, depreciation of rental equipment decreased 90 basis points, from 26.6% in the year ended December 31, 2009 to 25.7% in the year ended December 31, 2010. This decrease is due primarily to an increase in fleet utilization during the year ended December 31, 2010.

Cost of merchandise sales decreased $1.0 million, or 2.8%, from $36.7 million for the year ended December 31, 2009 to $35.7 million for the year ended December 31, 2010, due in part to the decrease in merchandise sales revenue. Gross margin for merchandise sales decreased from 29.3% for the year ended December 31, 2009 to 27.6% for the year ended December 31, 2010. The decrease was attributable to a decline in margins on replacement parts, which was driven primarily by a change in mix. Margins on general merchandise sales remained unchanged.

Cost of used rental equipment sales decreased $44.2 million, or 29.7%, from $148.7 million for the year ended December 31, 2009 to $104.5 million for the year ended December 31, 2010. The decrease is due primarily to a 21.2% decrease in sales of used rental equipment for the year ended December 31, 2010. Gross margin for the sale of used rental equipment increased from 6.2% for the year ended December 31, 2009 to 16.3% for the year ended December 31, 2010. The increase in gross margin was due to an improvement in margins on used equipment sold through both retail and auction channels.

Selling, general and administrative expenses decreased $1.4 million, or 0.9%, from $148.2 million for the year ended December 31, 2009 to $146.8 million for the year ended December 31, 2010. The decrease is due to a $5.3 million decrease in the provision for doubtful accounts as well as a combined decrease of $1.9 million in direct marketing costs, professional fees and equipment leasing costs. These decreases were offset by a $6.0 million increase in administrative wages and benefits including a $1.6 million increase in severance costs, a $1.3 million increase in variable compensation and a $1.0 million increase in employee training costs. Selling, general and administrative expenses increased as a percentage of total revenues from 11.5% for the year ended December 31, 2009 to 11.9% for the year ended December 31, 2010.

Depreciation and amortization of non-rental equipment and intangibles decreased $3.8 million, or 8.6%, from $44.0 million for the year ended December 31, 2009 to $40.2 million for the year ended December 31, 2010. The decrease is primarily due to a smaller average fleet of capitalized lease vehicles during the year ended December 31, 2010 as compared to the year ended December 31, 2009. The decrease was also driven by a decrease in the net book value of leasehold improvements, which resulted from leasehold improvements that had reached the end of their useful lives and from the write-off of unamortized leasehold improvements for location closures occurring during the year ended December 31, 2009.

Other operating gains, net were $5.6 million for the year ended December 31, 2010 and consisted primarily of $3.4 million of insurance proceeds in excess of losses incurred for rental equipment and property claims attributable to flood and hurricane damage and $1.0 million of proceeds received in connection with a legal settlement. Recoveries in excess of losses incurred are considered gain contingencies and are not recognized until they are received.

Interest expense, net increased $4.8 million, or 2.5%, from $189.7 million for the year ended December 31, 2009 to $194.5 million for the year ended December 31, 2010, due to higher interest rates under our 2017 Notes and 2019 Notes, which were issued in the second half of 2009, as compared to interest rates on our Second Lien Term Facility, which was partially repaid in 2009. The impact of the higher rates was partially offset by lower debt levels as well as the de-designation of certain interest rate swaps in the fourth quarter of 2009, which resulted in the accelerated recognition of our

interest expense that would have been incurred during 2010 had the de-designation not occurred. In addition, amortization of deferred financing costs increased as a result of the 2017 and 2019 Notes issuances.

Gain (loss) on extinguishment of debt, net was $13.9 million for the year ended December 31, 2009 and consists of the following (in 000s):


	Second Lien			Old Senior ABL
	Term Facility			Facility			Total
Net gain from repurchase of debt for less than par value	$	26,919		$	—		$	26,919
Fees incurred to repurchase debt		(807	)		—			(807	)
Fees incurred to amend credit facilities		(2,057	)		(1,448	)		(3,505	)

		24,055			(1,448	)		22,607
Write-off of unamortized deferred financing costs		(6,414	)		(2,277	)		(8,691	)

Gain (loss) on extinguishment of debt, net	$	17,641		$	(3,725	)	$	13,916

The benefit for income taxes was $43.7 million and $37.3 million for the years ended December 31, 2010 and 2009, respectively. The benefit for income taxes was due to pre-tax net losses of $117.2 million and $96.7 million for the years ended December 31, 2010 and 2009, respectively. The effective tax rate for the years ended December 31, 2010 and 2009 was 37.3% and 38.6%, respectively. Our effective tax rate normally differs from the U.S. federal statutory rate of 35% due to certain non-deductible permanent items, state income taxes and certain state minimum and gross receipts taxes, which are incurred regardless of whether we earn income. The effective tax rate for 2009 also includes a $2.7 million discrete income tax benefit relating to the true-up of our deferred tax liabilities from filing our 2008 federal, state and foreign tax returns and an offsetting expense recognized during the second quarter of 2009 relating to the expiration of share appreciation rights granted by ACAB to certain employees of RSC.

Year Ended December 31, 2009 Compared with Year Ended December 31, 2008

							Percent of Revenue
	Years Ended						Years Ended
	December 31,						December 31,						Increase (~~decrease~~Decrease)
	2009			2008			2009			2008			2009 versus 2008
Revenues:
Equipment rental revenue	$	1,073,021		$	1,567,254			83.6	%		88.8	%	$	(494,233	)	(31.5	)%
Sale of merchandise		51,951			72,472			4.0			4.1			(20,521	)	(28.3	)
Sale of used rental equipment		158,482			125,443			12.4			7.1			33,039		26.3
Total revenues		1,283,454			1,765,169			100.0			100.0			(481,715	)	(27.3	)
Cost of revenues:
Cost of equipment rentals, excluding depreciation		~~548~~540,~~462~~945			~~692~~685,~~613~~600			42.71			3938.28			(144,~~151~~655	)	(2021.81	)
Depreciation of rental equipment		285,668			317,504			22.3			18.0			(31,836	)	(10.0	)
Cost of merchandise sales		36,743			49,370			2.9			2.8			(12,627	)	(25.6	)
Cost of used rental equipment sales		148,673			90,500			11.6			5.1			58,173		64.3
Total cost of revenues		1,~~019~~012,~~546~~029			1,~~149~~142,~~987~~974			7978.49			6564.18			(130,~~441~~945	)	(11.35	)
Gross profit		~~263~~271,~~908~~425			~~615~~622,~~182~~195			2021.61			3435.92			(~~351~~350,~~274~~770	)	(5756.14	)
Operating expenses
Operating expenses:
Selling, general and administrative		~~140~~148,~~646~~163			~~168~~175,~~690~~703			11.05			910.60			(2827,~~044~~540	)	(1615.67	)
Depreciation and amortization of non-rental equipment and intangibles		43,984			49,567			3.4			2.8			(5,583	)	(11.3	)
Other operating gains, net		(517	)		(1,010	)		(0.0	)		(0.1	)		493		(48.8	)
Total operating expenses, net		~~184~~191,~~113~~630			~~217~~224,~~247~~260			14.39			12.37			(3332,~~134~~630	)	(1514.36	)
Operating income		79,795			397,935			6.2			22.5			(318,140	)	(79.9	)
Interest expense, net		189,689			201,849			14.8			11.4			(12,160	)	(6.0	)
Gain on extinguishment of debt, net		(13,916	)		—			(1.1	)		—			(13,916	)	n/a
Other expense, net		707			658			0.1			0.0			49		~~7.4~~n/a
(Loss) income before (benefit) provision for income taxes		(96,685	)		195,428			(7.5	)		11.1			(292,113	)	n/a
(Benefit) provision for income taxes		(37,325	)		72,939			(2.9	)		4.1			(110,264	)	n/a
Net (loss) income	$	(59,360	)	$	122,489			(4.6	)%		6.9	%	$	(181,849	)	n/a

Total revenues decreased $481.7 million, or 27.3%, from $1,765.2 million for the year ended December 31, 2008 to $1,283.5 million for the year ended December 31, 2009. Equipment rental revenue decreased $494.2 million, or 31.5%, from $1,567.3 million for the year ended December 31, 2008 to $1,073.0 million for the year ended December 31, 2009. The decrease in equipment rental revenue is primarily the result of a $374.3 million, or 23.9%, decrease in rental volume and a $119.9 million, or 7.7%, decrease in rental rates. The decrease in rental volume includes a $4.3 million decrease due to currency rate changes offset by a $5.6 million increase due to the July 2008 acquisition of American Equipment Rentals (“AER”).

Sale of merchandise revenues decreased $20.5 million, or 28.3%, from $72.5 million for the year ended December 31, 2008 to $52.0 million for the year ended December 31, 2009. The decrease is due primarily to a decline in rental volume and an increase in location closures.

Revenues from the sale of used rental equipment increased $33.0 million, or 26.3%, from $125.4 million for the year ended December 31, 2008 to $158.5 million for the year ended December 31, 2009. During 2009 we continued our initiative to sell used rental equipment, which began in the fourth quarter of 2008, in response to a drop in rental demand that was greater than the normal seasonal decline.

Cost of equipment rentals, excluding depreciation, decreased $144.27 million, or 2021.81%, from $~~692~~685.6 million for the year ended December 31, 2008 to $~~548~~540.59 million for the year ended December 31, 2009, due primarily to cost reductions resulting from our actions in response to a 23.9% decline in rental equipment volume. These actions, which include location

3534

~~resulting~~closures, ~~from~~headcount reductions ~~actions~~and ~~taken~~cost bymanagement usinitiatives, contributed to a $59.2 million reduction in ~~response~~wages and benefits. The reduction to wages and benefits includes a $14.1 million decrease in management ~~decline~~variable compensation and an $8.5 million decrease in ~~rental~~overtime ~~volume~~costs. The decrease ~~was~~in cost of equipment rentals, excluding depreciation, also ~~attributable~~consisted toof ~~decreases~~a $29.6 million reduction in ~~the~~fuel expense, ~~average~~which was driven by a decline in both volume and price, ofa $16.8 million reduction in ~~fuel~~equipment service repairs and maintenance expense, ~~management~~a ~~variable~~$7.4 million ~~compensation~~decrease in freight costs and a $6.7 million decrease in insurance costs due primarily to reductions in our workers compensation and general liability reserve accruals ~~due~~arising tofrom favorable claims experience. Cost of equipment rentals excluding depreciation, as a percentage of equipment rental revenues increased from 4443.27% for the year ended December 31, 2008 to 5150.14% for the year ended December 31, 2009. The increase is due primarily to a 7.7% decrease in equipment rental rates.

Depreciation of rental equipment decreased $31.8 million, or 10%, from $317.5 million for the year ended December 31, 2008 to $285.7 million for the year ended December 31, 2009. The decrease is due to a decline in the original equipment fleet cost during the year ended December 31, 2009 as compared with the year ended December 31, 2008. The decline in the original equipment fleet cost is attributable to an increase in used equipment sales that were not replaced by current year capital expenditures. As a percent of equipment rental revenues, depreciation of rental equipment increased from 20.3% in the year ended December 31, 2008 to 26.6% in the year ended December 31, 2009. This increase is due to a 31.5% drop in ~~rental~~ equipment rental revenue in the year ended December 31, 2009 as compared to the year ended December 31, 2008.

Cost of merchandise sales decreased $12.6 million, or 25.6%, from $49.4 million for the year ended December 31, 2008 to $36.7 million for the year ended December 31, 2009, which corresponds with the decrease in merchandise sales revenue. Gross margin for merchandise sales decreased slightly from 31.9% for the year ended December 31, 2008 to 29.3% for the year ended December 31, 2009.

Cost of used rental equipment sales increased $58.2 million, or 64.3%, from $90.5 million for the year ended December 31, 2008 to $148.7 million for the year ended December 31, 2009. The increase is due primarily to the 26.3% increase in sales of used rental equipment for the year ended December 31, 2009. Gross margin for the sale of used rental equipment decreased from 27.9% for the year ended December 31, 2008 to 6.2% for the year ended December 31, 2009. An increase in the market supply of used equipment available for sale and lower realized retail prices combined with an increase in our use of low margin auction channels contributed to the lower margin.

Selling, general and administrative expenses decreased $2827.05 million, or 1615.67%, from $~~168~~175.7 million for the year ended December 31, 2008 to $~~140~~148.62 million for the year ended December 31, 2009. The decrease is due primarily to ~~decreases~~a $20.9 million decrease in sales ~~commissions,~~force wages and benefits and to a lesser extent a $3.9 million decrease in direct marketing costs and a $1.8 million reduction in professional fees. The decrease in the sales force wages and benefits, which includes an $11.5 million decrease in sales commissions, was driven by a headcount reduction resulting from a decrease in demand for our rental equipment primarily in the non-residential construction market and ~~administrative~~the ~~salaries~~24 ~~expense~~locations that we closed during 2009. Selling, general and administrative expenses increased as a percentage of total revenues from 910.60% for the year ended December 31, 2008 to 11.05% for the year ended December 31, 2009. The increase as a percentage of revenues is due primarily ~~due~~to a 7.7% decrease in equipment rental rates and to ~~certain~~a lesser extent a $1.8 million increase in bad debt expense and the existence of certain fixed costs, such as facility costs, which remained constant despite a decrease in total revenues.

Depreciation and amortization of non-rental equipment and intangibles decreased $5.6 million, or 11.3%, from $49.6 million for the year ended December 31, 2008 to $44.0 million for the year ended December 31, 2009. The decrease is primarily due to a reduction in the number of capitalized leased vehicles during the year ended December 31, 2009 as compared to the year ended December 31, 2008. The decrease was also driven by non-rental asset dispositions resulting from location closures occurring during the year ended December 31, 2009.

Gain (loss) on extinguishment of debt, net was $13.9 million for the year ended December 31, 2009 and consists of the following (in 000s):

	Second Lien Term			Senior ABL
	Facility			Facilities			Total
Net gain from repurchase of debt for less than par value	$	26,919		$	—		$	26,919
Fees incurred to repurchase debt		(807	)		—			(807	)
Fees incurred to amend credit facilities		(2,057	)		(1,448	)		(3,505	)
		24,055			(1,448	)		22,607
Write-off of unamortized deferred financing costs		(6,414	)		(2,277	)		(8,691	)
Gain (loss) on extinguishment of debt, net	$	17,641		$	(3,725	)	$	13,916

Interest expense, net decreased $12.2 million, or 6.0%, from $201.8 million for the year ended December 31, 2008 to $189.7 million for the year ended December 31, 2009, due to lower debt balances offset by $6.7 million of non-cash charges for interest rate swaps that were de-designated in 2009 and are no longer accounted for as cash flow hedges.

Gain (loss) on extinguishment of debt, net was $13.9 million for the year ended December 31, 2009 and consists of the following (in 000s):


	Second Lien			Old Senior ABL
	Term Facility			Facility			Total
Net gain from repurchase of debt for less than par value	$	26,919		$	—		$	26,919
Fees incurred to repurchase debt		(807	)		—			(807	)
Fees incurred to amend credit facilities		(2,057	)		(1,448	)		(3,505	)

		24,055			(1,448	)		22,607
Write-off of unamortized deferred financing costs		(6,414	)		(2,277	)		(8,691	)

Gain (loss) on extinguishment of debt, net	$	17,641		$	(3,725	)	$	13,916

The benefit for income taxes was $37.3 million for the year ended December 31, 2009 as compared to a provision for income taxes of $72.9 million for the year ended December 31, 2008. The benefit for income taxes was due to a pre-tax net loss for the year ended December 31, 2009 while the provision for income taxes was due to pre-tax net income for the year ended December 31, 2008. The effective tax rate for the years ended December 31, 2009 and 2008 was 38.6% and 37.3%, respectively. The effective tax rate for year ended December 31, 2009 differs from the U.S. federal statutory rate of 35% primarily due to certain non-deductible permanent items, state income taxes, and a $2.7 million income tax benefit, which resulted from lower than estimated federal, Canadian and certain U.S. state tax rates and their application to our deferred tax liabilities. The rate for the year ended December 31, 2008 was similarly impacted by a $3.2 million income tax benefit relating to the true-up of our deferred tax liabilities from filing our 2007 federal, state and foreign tax returns.

~~The benefit for income taxes was $37.3 million for the year ended December 31, 2009 as~~Liquidity compared to a provision for income taxes of $72.9 million for the year ended December 31, 2008. The benefit for income taxes was due to a pre-tax net loss for the year ended December 31, 2009 while the provision for income taxes was due to pre-tax net income for the year ended December 31, 2008. The effective tax rate for the years ended December 31, 2009 and ~~2008~~Capital ~~was 38.6% and 37.3%,~~Resources respectively. The effective rate for year ended December 31, 2009 differs from the U.S. federal statutory rate of 35% primarily due to certain non-deductible permanent items, state income taxes, and a $2.7 million income tax benefit, which resulted from lower than estimated federal, Canadian and certain U.S. state tax rates and their application to our deferred tax liabilities. The rate for the year ended December 31, 2008 was similarly impacted by a $3.2 million income tax benefit relating to the true-up of our deferred tax liabilities from filing our 2007 federal, state and foreign tax returns.

Cash Flows and Liquidity

Our primary source of capital is from cash generated by our rental operations including cash received from the sale of used rental equipment, and secondarily from borrowings available under our New Senior ABL Revolving Facility. Our business is highly capital intensive, requiring significant investments in order to expand our rental fleet during periods of growth and smaller investments required to maintain and replace our rental fleet during times of weakening rental demand.

Cash flows from operating activities as well as the sale of used rental equipment enable us to fund our operations and service our debt obligations including the continued repayment of our New Senior ABL Revolving Facility. We continuously monitor utilization of our rental fleet and if warranted we divest excess fleet, which generates additional cash flow. In addition, due to the condition and relative age of our fleet we have the ability to significantly reduce capital expenditures during difficult economic times, therefore allowing us to redirect this cash towards further debt reduction during these periods. The following table summarizes our sources and uses of cash for the years ended December 31, 2010, 2009 and 2008:


	Years Ended December 31,
	2010			2009			2008
				(in 000s)
Net cash provided by operating activities	$	324,860		$	269,956		$	363,439
Net cash (used in) provided by investing activities		(200,709	)		124,904			(175,230	)
Net cash used in financing activities		(126,081	)		(405,194	)		(184,434	)
Effect of foreign exchange rates on cash		905			1,199			(144	)

Net (decrease) increase in cash and cash equivalents	$	(1,025	)	$	(9,135	)	$	3,631

As of December 31, 2010, we had cash and cash equivalents of $3.5 million, a decrease of $1.0 million from December 31, 2009. As of December 31, 2009, we had cash and cash equivalents of $4.5 million, a decrease of $9.1 million from December 31, 2008. Generally, we manage our cash flow by using any excess cash, after considering our working capital and capital expenditure needs, to pay down the outstanding balance of our New Senior ABL Revolving Facility.

Operating activities — Net cash provided by operating activities during the year ended December 31, 2010 consisted of the add-back of non-cash items and other adjustments of $305.0 million and a decrease in operating assets (net of operating liabilities) of $93.4 million offset by a net loss of $73.5 million. The most significant change in operating assets and liabilities was an increase in accounts payable, which was primarily attributable to capital purchases, resulting in a cash inflow of $145.5 million offset by a reduction in accounts receivable resulting in a cash outflow of $45.1 million.

Net cash provided by operating activities during the year ended December 31, 2009 consisted of the add-back of non-cash items and other adjustments of $294.6 million and a decrease in operating assets (net of operating liabilities) of $34.7 million offset by a net loss of $59.3 million. The most significant change in operating assets and liabilities was a reduction in accounts receivable resulting in a cash inflow of $99.8 million offset by the settlement of accounts payable resulting in a cash outflow of $63.1 million.

Net cash provided by operating activities during the year ended December 31, 2008 consisted of net income of $122.5 million and the add-back of non-cash items and other adjustments of $395.3 million offset by an increase in operating assets (net of operating liabilities) of $154.4 million. The most significant change in operating assets and liabilities was the settlement of accounts payable resulting in a cash outflow of $153.2 million.

Investing activities — Net cash used in investing activities during the year ended December 31, 2010 consisted of $332.9 million of capital purchases offset by $127.8 million of proceeds received from the sale of rental and non-rental equipment and $4.4 million of insurance proceeds associated with rental equipment and property claims. Capital expenditures, which include purchases of rental and non-rental equipment, increased $281.5 million in 2010 as compared to 2009, due to rising rental demand during 2010 and the anticipation of rising rental demand in 2011.

Net cash provided by investing activities during the year ended December 31, 2009 consisted primarily of proceeds received from the sale of rental and non-rental equipment of $171.0 million. We also received $5.3 million of insurance

~~Year~~proceeds ~~Ended~~associated ~~December 31,~~with ~~2008~~rental ~~Compared~~equipment ~~with~~and ~~Year~~property claims. ~~Ended~~Capital ~~December~~expenditures of $51.3 31million include purchases of rental and non-rental equipment. During 2009 we intentionally reduced our capital expenditures and continued our efforts to accelerate the sales of used rental equipment in response to a drop in rental demand, ~~2007~~which began in the fourth quarter of 2008.

~~The~~Net ~~following~~cash ~~table~~used ~~sets~~in ~~forth~~investing ~~for~~activities ~~each~~during of the ~~periods~~year ~~indicated~~ended ~~certain~~December 31, of2008 ~~our~~consisted ~~consolidated~~of ~~statements~~capital expenditures of ~~operations~~$274.0 million ~~data~~ and ~~expresses~~cash ~~revenue~~consideration ~~and~~paid ~~expense~~in ~~data~~connection aswith athe ~~percentage~~AER asset acquisition of ~~total~~$33.2 million. These expenditures were offset by proceeds received from the sale of ~~revenues~~rental ~~for~~and non-rental equipment of $132.0 million. Capital expenditures include the ~~periods~~purchase ~~presented~~of rental ~~(in~~and ~~000s):~~non-rental equipment.

							Percent of Revenue
	Years Ended						Years Ended
	December 31,						December 31,						Increase (decrease)
	2008			2007			2008			2007			2008 versus 2007
Revenues:
Equipment rental revenue	$	1,567,254		$	1,543,175			88.8	%		87.2	%	$	24,079		1.6	%
Sale of merchandise		72,472			80,649			4.1			4.6			(8,177	)	(10.1	)
Sale of used rental equipment		125,443			145,358			7.1			8.2			(19,915	)	(13.7	)
Total revenues		1,765,169			1,769,182			100.0			100.0			(4,013	)	(0.2	)
Cost of revenues:
Cost of equipment rentals, excluding depreciation		692,613			640,992			39.2			36.2			51,621		8.1
Depreciation of rental equipment		317,504			295,248			18.0			16.7			22,256		7.5
Cost of merchandise sales		49,370			53,936			2.8			3.0			(4,566	)	(8.5	)
Cost of used rental equipment sales		90,500			103,076			5.1			5.8			(12,576	)	(12.2	)
Total cost of revenues		1,149,987			1,093,252			65.1			61.8			56,735		5.2
Gross profit		615,182			675,930			34.9			38.2			(60,748	)	(9.0	)
Operating expenses
Selling, general and administrative		168,690			156,688			9.6			8.9			12,002		7.7
Management fees		—			23,000			—			1.3			(23,000	)	n/a
Depreciation and amortization of non-rental equipment and intangibles		49,567			46,226			2.8			2.6			3,341		7.2
Other operating gains, net		(1,010	)		(4,850	)		(0.1	)		(0.3	)		3,840		(79.2	)
Total operating expenses, net		217,247			221,064			12.3			12.5			(3,817	)	(1.7	)
Operating income		397,935			454,866			22.5			25.7			(56,931	)	(12.5	)
Interest expense, net		201,849			243,908			11.4			13.8			(42,059	)	(17.2	)
Loss on extinguishment of debt, net		—			9,570			—			0.5			(9,570	)	n/a
Other expense (income), net		658			(1,126	)		0.0			(0.1	)		1,784		n/a
Income before provision for income taxes		195,428			202,514			11.1			11.4			(7,086	)	(3.5	)
Provision for income taxes		72,939			79,260			4.1			4.5			(6,321	)	(8.0	)
Net income	$	122,489		$	123,254			6.9	%		7.0	%	$	(765	)	(0.6	)

Financing activities — Net cash used in financing activities during the year ended December 31, 2010 consists primarily of $97.0 million net payments on our Old Senior ABL Revolving Facility and $30.2 million of repayments on our capital leases. Pursuant to an intercompany revolving agreement between RSC Equipment Rental of Canada, Ltd and RSC Equipment Rental, Inc., the Company will periodically transfer excess cash generated from its Canadian operations to the U.S. in order to pay down the outstanding balance on its Old Senior ABL Revolving Facility. The outstanding balance of the intercompany loan in U.S. dollars was approximately $27.0 million at December 31, 2010. Interest payable under the Old Senior ABL Revolving Facility normally exceeds that earned under an interest bearing cash account.

~~Total~~Net ~~revenues~~cash ~~decreased~~used ~~$4.0 million,~~in orfinancing ~~0.2%,~~activities ~~from~~during ~~$1,769.2 million for~~ the year ended December 31, ~~2007~~2009 toconsists primarily of $~~1,765~~280.20 million ~~for~~net ~~the~~payments ~~year~~on ~~ended~~our ~~December 31,~~Old ~~2008.~~Senior ~~Equipment~~ABL ~~rental revenue~~Revolving ~~increased~~Facility, $24244.14 million, of orpayments ~~1.6%,~~to ~~from~~extinguish ~~$1,543.2 million~~our ~~for~~Old ~~the~~Senior ~~year~~ABL ~~ended~~Term ~~December 31, 2007~~Loan toand $~~1,567~~393.30 million ~~for~~of ~~the~~prepayments ~~year~~on ~~ended~~our ~~December 31,~~Second Lien ~~2008~~Term Facility. ~~The~~We ~~increase~~also inrepaid ~~equipment~~$40.4 million ~~rental revenue~~on isour ~~primarily~~capital ~~due~~lease toobligations aand paid $4032.3 8 million ~~increase~~of indeferred ~~rental~~and ~~volume,~~non-deferred ~~which~~financing ~~includes~~costs the ~~impact~~majority of which relate to the ~~additional~~offerings of ~~revenue~~our ~~generated~~2017 ~~from~~and 2019 Notes, the ~~AER~~related ~~acquisition~~amendments ~~previously~~and ~~described.~~the ~~This~~Second ~~increase~~Lien ~~was~~Term Facility repurchases. These cash outflows were offset by a$389.3 million ~~decrease~~of proceeds received in connection with the issuance of the 2017 Notes and $16196.19 million, orof ~~1.1%~~proceeds ~~decrease,~~received in ~~rental~~connection ~~rates~~with the issuance of the 2019 Notes.

~~Sale~~Net ofcash ~~merchandise~~used ~~revenues~~in ~~decreased~~financing ~~$8.1 million,~~activities orduring ~~10.0%, from $80.6 million for~~ the year ended December 31, ~~2007~~2008 toconsists primarily of $72145.56 million ~~for~~net ~~the~~payments ~~year~~on ~~ended~~our ~~December 31,~~Old ~~2008.~~Senior ~~The~~ABL ~~decrease~~Revolving ~~is due primarily to a decline in volume~~Facility, ~~which was driven by a reduction in customer traffic~~$2.5 million ~~The~~of ~~reduction~~payments inon ~~customer~~our ~~traffic~~Old isSenior ~~due~~ABL toTerm anLoan ~~increase~~and in$38.1 million ~~store~~of ~~closures~~repayments ~~during~~on ~~2008~~our ~~combined~~capital ~~with a~~lease ~~decline in the number of cash customers~~obligations.

~~Revenues from the sale of used rental equipment decreased $20.0 million, or 13.8%, from $145.4~~Indebtedness million for the year ended December 31, 2007 to $125.4 million for the year ended December 31, 2008. During the nine months ended September 30, 2008, we took advantage of our young and well-maintained fleet and deliberately slowed sales of used equipment, thereby reducing our need to replace existing rental equipment. During the fourth quarter of 2008, we accelerated sales of used equipment in response to a fourth quarter drop in rental demand that was greater than the normal seasonal decline. Used rental equipment sales were $39.4 million in the fourth quarter of 2008 compared to $39.3 million in the fourth quarter of 2007.

We are highly leveraged and a substantial portion of our liquidity needs arise from debt service requirements and from funding our costs of operations and capital expenditures. As of December 31, 2010, we had $2.1 billion of indebtedness outstanding, consisting primarily of $304.2 million under the Old Senior ABL Revolving Facility, $479.4 million under the Second Lien Term Facility, $620.0 million of 2014 Notes, $400.0 million of 2017 Notes and $200.0 million of 2019 Notes. The 2017 Notes and the 2019 Notes are presented net of unamortized original issue discounts of $9.4 million and $2.8 million, respectively, in our consolidated balance sheet at December 31, 2010. On January 19, 2011, we completed the offering of our 2021 Notes and repaid the Second Lien Term Facility in full. We will also use a portion of the proceeds from the 2021 Notes offering to redeem a portion of our 2014 Notes on February 21, 2011. On February 9, 2011, we entered into a credit agreement governing the New Senior ABL Revolving Facility and repaid the Old Senior ABL Revolving Facility in full. See “Recent Developments”. As of February 9, 2011, we had $2.3 billion of indebtedness outstanding, consisting primarily of $383.0 of indebtedness under the New Senior ABL Revolving Facility, $620.0 million of 2014 Notes, $400.0 million of 2017 Notes, $200.0 million of 2019 Notes and $650.0 million of 2021 Notes.

As of December 31, 2010, we had an outstanding balance of $304.2 million on our Old Senior ABL Revolving Facility leaving $714.6 million available for future borrowings. The available borrowings of $714.6 million are net of outstanding letters of credit and the net fair value liability for our interest rate swap agreements before the adjustment for credit-risk. During the year ended December 31, 2010, we borrowed $179.0 million under the Old Senior ABL Revolving Facility and repaid $276.0 million. On February 9, 2011, we repaid our Old Senior ABL Revolving Facility in full with proceeds from our New Senior ABL Revolving Facility. As of February 9, 2011, we had an outstanding balance of $383.0 million under our New Senior ABL Revolving Facility and approximately $646.8 million available for borrowings.

Substantially all of our rental equipment and all our other assets are subject to liens under our New Senior ABL Revolving Facility and our 2017 Notes and none of such assets are available to satisfy the general claims of our creditors.

~~Cost~~The New Senior ABL Revolving Facility contains a number of ~~equipment~~covenants ~~rentals~~that, ~~excluding~~among ~~depreciation~~other things, limit ~~increased~~or ~~$51.6 million~~restrict RSC’s ability to incur additional indebtedness; provide guarantees; engage in mergers, acquisitions or ~~8.0%,~~dispositions; ~~from $641.0 million~~enter ~~for~~into ~~the~~sale-leaseback ~~year~~transactions; ~~ended~~make ~~December 31,~~dividends ~~2007~~and other torestricted ~~$692.6 million~~payments; ~~for~~prepay ~~the~~other ~~year~~indebtedness; ~~ended~~engage ~~December~~in certain transactions with ~~31,~~affiliates; ~~2008.~~make ~~Cost~~investments; change the nature of ~~equipment~~its ~~rentals~~business; ~~excluding~~incur ~~depreciation~~liens; with respect to RSC Holdings II, asLLC, atake ~~percentage~~actions ofother ~~equipment~~than ~~rental revenues~~those ~~increased~~enumerated; toand 44amend specified debt agreements.2% The ~~for~~indentures governing the ~~year~~Notes ~~ended~~also ~~December 31~~contain restrictive covenants that, ~~2008~~among other things, limit ~~compared~~RSC’s ability to ~~41.5%~~incur ~~for~~additional ~~the~~debt; ~~year~~pay dividends or ~~ended~~distributions ~~December 31,~~on ~~2007.~~RSC ~~The~~Holdings’ ~~increase~~capital instock or ~~cost~~repurchase ofRSC ~~equipment~~Holdings’ ~~rentals~~capital ~~excluding~~stock; ~~depreciation,~~make ascertain ainvestments; create liens to secure debt; enter into ~~percentage~~certain transactions with affiliates; create limitations on the ability of ~~equipment~~our ~~rental~~restricted subsidiaries ~~revenues~~to ~~was~~make ~~attributable~~dividends or distributions to ~~increases~~their inparents; ~~fuel~~merge ~~costs,~~or ~~wages~~consolidate ~~and~~with another ~~benefits,~~company; ~~equipment~~and ~~service~~transfer and ~~maintenance,~~sell ~~one~~assets. ~~time~~In ~~costs~~addition, ~~associated~~under ~~with~~the ~~store~~New ~~closures~~Senior ~~and~~ABL ~~the~~Revolving Facility, ~~increase~~upon inexcess ~~equipment~~availability ~~rental~~falling ~~volume~~below ~~previously discussed~~$100.0 million, ~~One~~we ~~time~~will ~~costs~~become ~~associated~~subject ~~with~~to ~~store~~more frequent ~~closures~~borrowing ~~include~~base ~~severance~~reporting requirements and ~~benefits,~~upon ~~freight~~the ~~charges~~excess toavailability ~~relocate~~falling ~~fleet,~~below ~~costs~~the togreater ~~terminate~~of ~~operating~~$125.0 million ~~leases~~and ~~prior~~12.5% toof the ~~end~~sum of ~~their~~the ~~lease~~total ~~term~~commitments ~~and~~under ~~costs~~the ~~that~~New Senior ABL Revolving Facility, the borrowers will ~~continue~~be required to becomply ~~incurred~~with specified financial ratios and tests, ~~under~~including ~~operating~~a ~~leases~~minimum ~~that~~fixed ~~have~~charge nocoverage ~~future~~ratio ~~economic~~of ~~benefit~~1.00 to 1.00 and a maximum leverage ratio as of the last day of each quarter of 5.25 to 1.00, decreasing to 5.00 to 1.00 on December 31, 2011.

~~Depreciation~~As of ~~rental~~December 31, ~~equipment~~2010, ~~increased~~our $fixed charge coverage ratio was 1.22 to 1.~~3 million~~00 and the leverage ratio was 5.18 to 1.00, oras 7calculated in accordance with the Old Senior ABL Revolving Facility.6% However, ~~from~~because excess availability was $~~295~~714.26 million ~~for~~as ~~the year~~of ~~ended~~ December 31, ~~2007~~2010 tothe covenant ratios tests did not apply. Had excess availability fallen below $~~317~~140.50 million ~~for~~as ~~the~~of ~~year ended~~ December 31, ~~2008.~~2010 compliance Aswith athese ~~percent~~financial ratios would have been required and we would have violated the ofmaximum ~~equipment~~leverage ~~rental~~ratio ~~revenues~~requirement, ~~depreciation~~which ~~increased~~would ~~from~~be 19an event of default.1% inUnder the ~~year~~New ~~ended~~Senior ~~December 31~~ABL Revolving Facility, ~~2007~~the covenant rations and tests apply if excess availability falls below the togreater 20of $125.30 million and 12.5% inof the ~~year~~sum ~~ended~~of ~~December~~total commitments. We do not expect excess availability to fall below the greater of $125.0 ~~31,~~million ~~2008~~and 12.5% ~~The~~of ~~increase~~the insum ~~depreciation~~of onthe ~~rental~~total commitments ~~equipment~~under isthe New Senior ABL Revolving Facility at any time during the next twelve months ~~due~~and therefore do not expect that we will be required to comply with the specified ratios and tests during that time. If an ~~increase~~event inof default occurred, the ~~average~~Company ~~value~~would seek a waiver of ~~our~~the covenants ~~fleet~~and atcould ~~original~~incur upfront fees and increased interest costs. ~~during~~However, ~~2008~~there ascan ~~compared~~be ~~with~~no ~~2007~~assurances that such a waiver could be obtained.

~~Cost of merchandise sales decreased $4.5 million, or 8.3%, from $53.9 million for the year~~Outlook ended December 31, 2007 to $49.4 million for the year ended December 31, 2008. The decrease corresponds with the decrease in merchandise sales revenue previously noted, as well as by an increase in the cost of freight and an increase in the provision for inventory shrinkage. The gross margin for merchandise sales decreased from 33.1% for the year ended December 31, 2007 to 31.9% for the year ended December 31, 2008 due to increases in freight and our provision for shrinkage.

~~Cost~~We ofbelieve ~~used~~that ~~rental~~cash ~~equipment~~generated ~~sales~~from ~~decreased $12.6 million~~operations, ortogether ~~12.2%,~~with ~~from~~amounts ~~$103.1 million~~available ~~for~~ under the ~~year~~New Senior ~~ended~~ABL ~~December 31,~~Revolving ~~2007~~Facility will be adequate to ~~$90.5 million~~permit ~~for~~us ~~the~~to ~~year~~meet ~~ended~~our ~~December 31,~~debt ~~2008.~~service ~~The~~obligations, ~~decrease~~ongoing iscosts ~~primarily~~of ~~due~~operations, toworking ~~the~~capital ~~13.8%~~needs ~~decrease~~and incapital ~~sales~~expenditure ofrequirements ~~used~~for ~~rental~~at least ~~equipment~~the ~~for~~next twelve months and the ~~year ended~~foreseeable ~~December 31~~future. Our future financial and operating performance, ~~2008~~ability ~~discussed~~to ~~previously.~~service ~~Gross~~or ~~margin~~refinance ~~for~~our ~~the~~debt ~~sale~~and ofability ~~used~~to ~~rental~~comply ~~equipment~~with covenants and ~~decreased~~restrictions ~~from~~contained ~~29.1%~~in ~~for~~our ~~the~~debt ~~year~~agreements ~~ended~~will ~~December 31,~~be ~~2007~~subject to ~~27.9%~~future ~~for~~economic ~~the~~conditions ~~year~~and ~~ended December 31,~~to ~~2008.~~financial, ~~The~~business ~~lower~~and ~~margin~~other ~~was~~factors, ~~due~~many ~~primarily~~of towhich aare ~~decline~~beyond inour ~~price~~control. ofSee ~~used~~“Cautionary ~~rental~~Note for ~~equipment~~Forward-Looking ~~brought~~Statements” on by ~~weakening~~page ~~demand~~ii inand ~~the~~“Risk ~~fourth~~Factors” ~~quarter~~in Part I, Item 1A of ~~2008~~this Annual Report on Form 10-K.

~~Selling,~~From ~~general~~time ~~and~~to ~~administrative expenses increased $12.0 million~~time, orwe ~~7.7%,~~evaluate ~~from~~various ~~$156.7 million~~alternatives for the ~~year~~use ~~ended~~of ~~December 31,~~excess ~~2007~~cash togenerated ~~$168.7 million for the year ended December 31,~~from ~~2008. This increase is primarily due to costs associated with increased infrastructure expenditures to support~~ our ~~status~~operations asincluding apaying ~~publicly~~down ~~traded company~~debt, ~~costs~~funding ~~associated~~acquisitions ~~with personnel changes such as severance~~ and ~~recruiting,~~repurchasing ~~and~~common anstock ~~increase~~or debt ~~in the provision for doubtful accounts~~securities. ~~Selling,~~ ~~general~~Unless ~~and~~certain ~~administrative~~payment ~~expenses~~conditions ~~increased~~are ~~as a percentage of total revenues from 8.9% for the year ended December 31~~satisfied, ~~2007 to 9.6% for~~ the ~~year~~New ~~ended~~Senior ~~December 31,~~ABL ~~2008. The increase as~~Revolving aFacility ~~percentage~~limits ofour ~~revenues~~capacity ~~is primarily due~~ to ~~costs~~repurchase ~~associated~~common ~~with increased infrastructure costs. In addition~~stock, ~~revenues~~make ~~from~~cash ~~sales~~dividends ofor ~~merchandise~~make ~~and~~optional payments ~~used~~on ~~equipment~~unsecured ~~have~~debt ~~decreased~~securities. asThis welimitation ~~focus~~at ~~on our~~February 9, ~~core~~2011 ~~rental~~was ~~business~~$100.0 million.

During the year ended December 31, 2007, we paid $23.0 million to the Sponsors under the monitoring agreement entered into on the Recapitalization Closing Date. Included in this amount is a fee of $20.0 million paid to the Sponsors on May 29, 2007, in connection with the termination of this agreement.

Depreciation and amortization of non-rental equipment and intangibles increased $3.4 million, or 7.4%, from $46.2 million for the year ended December 31, 2007 to $49.6 million for the year ended December 31, 2008. The increase is primarily due to an initiative to replace older sales and delivery vehicles, beginning in 2006 and continuing through 2008, as well as a larger rental fleet requiring additional support vehicles.

Other operating gains, net were $1.0 million and $4.9 million for the years ended December 31, 2008 and 2007, respectively. The $3.9 million decrease in 2008 versus 2007 was primarily attributable to a reduction in the number of non- rental vehicles sold. During 2008 we continued an initiative that began during 2006 to sell and replace older sales and delivery vehicles. In addition, we recognized $1.3 million of losses in 2008 due to the write-off of leasehold improvements associated with store closures.

Interest expense, net decreased $42.1 million, or 17.2%, from $243.9 million for the year ended December 31, 2007 to $201.8 million for the year ended December 31, 2008. The decrease is primarily due to lower debt levels and interest rates during 2008.

Loss on extinguishment of debt, net was $9.6 million for the year ended December 31, 2007 and consists of a $4.6 million prepayment penalty related to the $230.7 million repayment of Second Lien Term Facility debt and the write-off of $5.0 million of deferred financing costs associated with the repayment. The $9.6 million was previously included in interest expense and has been reclassified to conform to the current year presentation.

The provision for income tax decreased $6.4 million, or 8.1%, from $79.3 million for the year ended December 31, 2007 to $72.9 million for the year ended December 31, 2008. The decrease was due primarily to a decrease in pre-tax profits for the year ended December 31, 2008 compared to the year ended December 31, 2007 and secondarily to a benefit of $3.2 million, which resulted from lower than estimated Canadian and certain U.S. state tax rates and their application to our deferred tax liabilities. The decrease in the effective tax rate from 39.1% in the year ended December 31, 2007 to 37.3% in the year ended December 31, 2008 was due primarily to the non-recurring benefit described above.

Liquidity and Capital Resources

Cash Flows and Liquidity

Our primary source of capital is from cash generated by our rental operations, which includes cash received from the sale of used rental equipment, and secondarily from borrowings available under the revolving portion of our Senior ABL Revolving Facility. Our business is highly capital intensive, requiring significant investments in order to expand our rental fleet during periods of growth and smaller investments required to maintain and replace our rental fleet during times of weakening rental demand.

Cash flows from operating activities as well as the sale of used rental equipment enable us to fund our operations and service our debt obligations including the continued repayment of our Senior ABL Revolving Facility. We continuously monitor utilization of our rental fleet and if warranted we divest excess fleet, which generates additional cash flow. In addition, due to the condition and age of our fleet we have the ability to significantly reduce capital expenditures during difficult economic times, therefore allowing us to redirect this cash towards further debt reduction during these periods. The following table summarizes our sources and uses of cash for the years ended December 31, 2009, 2008 and 2007:

	Years Ended December 31,
	2009			2008			2007
	(in 000s)
Net cash provided by operating activities	$	269,956		$	363,439		$	509,554
Net cash provided by (used in) investing activities		124,904			(175,230	)		(444,190	)
Net cash used in financing activities		(405,194	)		(184,434	)		(101,708	)
Effect of foreign exchange rates on cash		1,199			(144	)		195
Net (decrease) increase in cash and cash equivalents	$	(9,135	)	$	3,631		$	(36,149	)

As of December 31, 2009, we had cash and cash equivalents of $4.5 million, a decrease of $9.1 million from December 31, 2008. As of December 31, 2008, we had cash and cash equivalents of $13.7 million, an increase of $3.6 million from December 31, 2007. Generally, we manage our cash flow by using any excess cash, after considering our working capital and capital expenditure needs, to pay down the outstanding balance of our Senior ABL Revolving Facility.

Operating activities — Net cash provided by operating activities during the year ended December 31, 2009 consisted of the add-back of non-cash items and other adjustments of $294.6 million and a decrease in operating assets (net of operating liabilities) of $34.7 million offset by a net loss of $59.3 million. The most significant change in operating assets and liabilities was a reduction in accounts receivable resulting in a cash inflow of $99.8 million offset by the settlement of accounts payable resulting in a cash outflow of $63.1 million.

Investing activities — Net cash provided by investing activities during the year ended December 31, 2009 consisted primarily of proceeds received from the sale of rental and non-rental equipment of $171.0 million. We also received $5.3 million of insurance proceeds from rental equipment and property claims. Capital expenditures of $51.3 million include purchases of rental and non-rental equipment.

The difference in net cash provided by investing activities during the year ended December 31, 2009 as compared to net cash used in investing activities during the year end December 31, 2008 is primarily attributable to an increase in proceeds from the sale of used rental equipment and a decrease in capital expenditures for rental equipment. The increase in proceeds during the year ended December 31, 2009 was due to our continued efforts to accelerate sales of used rental equipment in response to a drop in rental demand. The quality, age and condition of our fleet reduced our need to replace existing rental equipment during the period. The decline in rental revenue also reduced our need to purchase rental equipment. We expect our fleet to continue aging in 2010.

Financing activities — Net cash used in financing activities during the year ended December 31, 2009 consists primarily of $280.0 million net payments on our Senior ABL Revolving Facility, $244.4 million of payments to extinguish our Senior ABL Term Loan and $393.0 million of prepayments on our Second Lien Term Facility. We also repaid $40.4 million on our capital lease obligations and paid $32.8 million of deferred and non-deferred financing costs the majority of which relates to the July and November Offerings, the related amendments and the Second Lien Term Facility repurchases. These cash outflows were offset by $389.3 million of proceeds received in connection with the issuance of the 2017 Notes and $196.9 million of proceeds received in connection with the issuance of the 2019 Notes.

Indebtedness

As of December 31, 2009, we had an outstanding balance of $401.2 million on our Senior ABL Revolving Facility leaving $561.6 million available for future borrowings. The available borrowings of $561.6 million are net of outstanding letters of credit and the net fair value liability for our interest rate swap agreements before the adjustment for credit-risk. During the year ended December 31, 2009, we borrowed $321.2 million under the Senior ABL Revolving Facility and repaid $601.2 million. In addition, we repaid the $244.4 million outstanding balance on the term loan portion of the Senior ABL Facilities. We also repaid or repurchased $393.0 million aggregate principal amount of loans under the Second Lien Term Facility.

The Senior ABL Revolving Facility and the Second Lien Term Facility contain a number of covenants that, among other things, limit or restrict RSC’s ability to incur additional indebtedness; provide guarantees; engage in mergers, acquisitions or dispositions; enter into sale-leaseback transactions; make dividends and other restricted payments; prepay other indebtedness; engage in certain transactions with affiliates; make investments; change the nature of its business; incur liens; with respect to RSC Holdings II, LLC, take actions other than those enumerated; and amend specified debt agreements. The indentures governing the Notes also contain restrictive covenants that, among other things, limit RSC’s ability to incur additional debt; pay dividends or distributions on our capital stock or repurchase our capital stock; make certain investments; create liens to secure debt; enter into certain transactions with affiliates; create limitations on the ability of our restricted subsidiaries to make dividends or distributions to their parents; merge or consolidate with another company; and transfer and sell assets. In addition, under the Senior ABL Revolving Facility, upon excess availability falling below $100.0 million, we will become subject to more frequent borrowing base reporting requirements and upon the excess availability falling below (a) before the maturity date of the Non-Extending portion of the Senior ABL Revolving Facility (the “Non-Extending Maturity Date”) and the date in any increase in commitments under the Extending portion of the Senior ABL Revolving Facility (the “Commitment Increase Date”), $140.0 million, (b) after the Commitment Increase Date but before the Non-Extending Maturity Date, the greater of $140.0 million and 12.5% of the sum of the total commitments under the Senior ABL Revolving Facility on the Commitment Increase Date and (c) on or after the Non-Extending Maturity Date, 12.5% of the sum of the total commitments under the Senior ABL Revolving Facility on the Non-Extending Maturity Date, the borrowers will be required to comply with specified financial ratios and tests, including a minimum fixed charge coverage ratio of 1.00 to 1.00 and a maximum leverage ratio as of the last day of each quarter of 4.50 to 1.00 in 2009 and 4.25 to 1.00 thereafter.

Excess availability did not fall below $140.0 million and we were therefore not required to comply with the specified financial ratios and tests as of December 31, 2009. As of December 31, 2009, our fixed charge coverage ratio was 2.08 to 1.00 and the leverage ratio was 5.07 to 1.00, as calculated in accordance with the credit agreement.

Substantially all of our rental equipment and all our other assets are subject to liens under our Senior ABL Revolving Facility, our Second Lien Term Facility and our 2017 Notes and none of such assets are available to satisfy the general claims of our creditors.

Outlook

We believe that cash generated from operations, together with amounts available under the Senior ABL Revolving Facility, as amended, will be adequate to permit us to meet our debt service obligations, ongoing costs of operations, working capital needs and capital expenditure requirements for at least the next twelve months and the foreseeable future. Our future financial and operating performance, ability to service or refinance our debt and ability to comply with covenants and restrictions contained in our debt agreements will be subject to future economic conditions and to financial, business and

other factors, many of which are beyond our control. See “Cautionary Statement for Forward-Looking Information” and “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.

We expect to generate positive cash flow from operations, net of capital expenditures, for the year ending December 31, 2010. From time to time, we evaluate various alternatives for the use of excess cash generated from our operations including paying down debt, funding acquisitions and repurchasing common stock or debt securities. Assuming certain payment conditions under the Senior ABL Revolving Facility credit agreement are satisfied, our Second Lien Term Facility limits our capacity to repurchase common stock or make optional payments on unsecured debt securities. This limitation at December 31, 2009 was $116.8 million, when considering a total basket of $150.0 million, net of $33.2 million of usage. We are also limited to $50.0 million in cash dividends in 2010.

Contractual Obligations

The following table details the contractual cash obligations for debt, operating leases and purchase obligations as of December 31, ~~2009~~2010.

	Payments Due by Period
			Less than						More than
	Total		1 Year		1-3 Years		3-5 Years		5 Years
	(in millions)
Contractual Obligations
Debt (1)	$	2,~~100~~003.6	$	—	$	~~103~~783.56	$	~~1,397~~620.10	$	600.0
Capital Leases (1)		84.8		27.3		37.5		17.5		2.5
Capital leases (1)		77.8		25.3		34.5		14.2		3.8
Interest on Debt and Capital Leases (2)		997.6		188.7		347.4		259.9		201.6
Interest on debt and capital leases (2)		805.3		175.7		312.8		175.5		141.3
Operating Leases		182.2		51.4		78.9		33.5		18.4
Operating leases		170.7		53.8		74.1		29.4		13.4
Purchase Obligations (3)		1.1		1.1		—		—		—
Purchase obligations (3)		77.6		77.6		—		—		—
Total	$	3,~~366~~135.30	$	~~268~~332.54	$	~~567~~1,205.30	$	~~1,708~~839.01	$	~~822~~758.5

(1)		Principal payments are reflected when contractually required, and no early paydowns or increase of debt since December 31, 2010 are reflected, including the repayment of our Second Lien Term Facility in January 2011 and the partial redemption of our 2014 Notes, the repayment of the Old Senior ABL Revolving Facility and increase in debt under the New Senior ABL Revolving Facility in February 2011, as previously described under “Recent Developments”. Principal payments on the Old Senior ABL Revolving Facility are presented within the “1-3 Years” column above.
(2)		Estimated interest for debt for all periods presented is calculated using the interest rate available as of December 31, ~~2009~~2010 and includes calculated payments due under our interest rate swap agreements as well as fees for the unused portion of our Old Senior ABL Revolving Facility. See Note 5 to our consolidated financial statements for additional information. The above table does not reflect settlement of certain interest rate swap agreements and estimated interest payments associated with the New Senior ABL Revolving Facility. See “Recent Developments.”
(3)		As of December 31, ~~2009~~2010, we had outstanding purchase orders with our equipment suppliers. These purchase orders, which were negotiated in the ordinary course of business, total approximately $177.16 million. Generally, these purchase orders can be cancelled by us with 30 days’ notice and without cancellation penalties.

As of December 31, ~~2009~~2010, we have $6.73 million of unrecognized tax benefits, including the associated interest and penalties, which are not covered by our indemnification agreement with Atlas. The timing of cash payments, if any, ~~are~~is uncertain and therefore no such payments are reflected in the above table.

Capital Expenditures

The table below shows rental equipment and property and non-rental equipment capital expenditures and related disposal proceeds received by year for ~~2009~~2010, 2009 and 2008. Net capital expenditures (inflows) for 2010 and ~~2007~~2009 exclude insurance proceeds from rental equipment and property claims of $4.4 million and $5.3 million, respectively.

	Rental Equipment							Property and Non-Rental Equipment
	Gross Capital		Disposal		Net Capital			Gross Capital		Disposal		Net Capital
					Net Capital							Net Capital
	Expenditures		Proceeds		Expenditures			Expenditures		Proceeds		Expenditures
	Gross Capital		Disposal		Expenditures			Gross Capital		Disposal		Expenditures
	Expenditures		Proceeds		(Inflows)			Expenditures		Proceeds		(Inflows)
	(in millions)
2009	$	46.4	$	158.5	$	(112.1	)	$	5.0	$	12.5	$	(7.5	)
2010	$	327.1	$	124.8	$	202.3		$	5.8	$	3.0	$	2.8
2009		46.4		158.5		(112.1	)		5.0		12.5		(7.5	)
2008		258.7		125.4		133.3			15.3		6.5		8.8
2007		580.2		145.4		434.8			20.7		11.3		9.4

Adjusted EBITDA

As a supplement to the financial statements in this Annual Report on Form 10-K, which are prepared in accordance with GAAP, we also present Adjusted EBITDA. Adjusted EBITDA is generally consolidated net (loss) income before net interest expense, income taxes and depreciation and amortization and before certain other items, including (gain~~) loss~~ on extinguishment of debt, net, share-based compensation, and other ~~expense~~ (income) expense, net ~~and management fees~~. We present Adjusted EBITDA because we believe the calculation is useful to investors in evaluating our ~~ability to~~ ~~service debt and our~~ financial performance. ~~However, Adjusted EBITDA is not a recognized measure under GAAP,~~ and ~~when analyzing our performance, investors should use Adjusted EBITDA in addition to, and not~~ as ana ~~alternative~~liquidity ~~to, net (loss) income or net cash provided by operating activities as defined under GAAP~~measure. ~~In addition, all companies do not calculate Adjusted EBITDA in the same manner~~ ~~and therefore our presentation may not be comparable to those presented by other companies.~~

Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP and there are material limitations to its usefulness on a stand alone basis. Adjusted EBITDA does not include reductions for cash payments for our obligations to service our debt, fund our working capital and pay our income taxes. In addition, certain items excluded from Adjusted EBTIDA such as interest, income taxes, depreciation and amortization are significant components in understanding and assessing our financial performance. All companies do not calculate Adjusted EBITDA in the same manner and our presentation may not be comparable to those presented by other companies. Investors should use Adjusted EBITDA in addition to, and not as an alternative to, net (loss) income or net cash provided by operating activities as defined under GAAP.

The table below provides a reconciliation between net (loss) income, as determined in accordance with GAAP, and Adjusted EBITDA:

	Years Ended December 31,
	2009			2008			2007
	2010			2009			2008
	(in 000s)
Net (loss) income	$	(5973,~~360~~516	)	$	~~122~~(59,~~489~~360	)	$	~~123~~122,~~254~~489
Depreciation of rental equipment and depreciation and amortization of non-rental equipment and intangibles		~~329~~312,~~652~~823			~~367~~329,~~071~~652			~~341~~367,~~474~~071
Interest expense, net		~~189~~194,~~689~~471			~~201~~189,~~849~~689			~~243~~201,~~908~~849
(Benefit) provision for income taxes		(3743,~~325~~719	)		72(37,~~939~~325	)		7972,~~260~~939
EBITDA	$	~~422~~390,~~656~~059		$	~~764~~422,~~348~~656		$	~~787~~764,~~896~~348
Adjustments:
(Gain) loss on extinguishment of debt, net		(13,916	)		—			9,570
Gain on extinguishment of debt, net		—			(13,916	)		—
Share-based compensation		43,~~224~~753			24,~~993~~224			42,~~298~~993
Other expense (income), net		707			658			(1,126	)
Other (income) expense, net		(539	)		707			658
Management fees		—			—			23,000
Adjusted EBITDA	$	393,273		$	413,671		$	767,999
Adjusted EBITDA	$	413,671		$	767,999		$	823,638

The table below provides a reconciliation between net cash provided by operating activities, as determined in accordance with GAAP, and Adjusted EBITDA:


	Years Ended December 31,
	2010			2009			2008
	(in 000s)
Net cash provided by operating activities	$	324,860		$	269,956		$	363,439
Gain on sales of rental and non-rental property and equipment, net of non-cash write-offs		19,376			7,091			26,106
Gain on settlement of insurance property claims		3,426			—			—
Cash paid for interest		181,272			155,295			199,210
Cash (received) paid for taxes, net		(26,539	)		(8,632	)		30,988
Other (income) expense, net		(539	)		707			658
Changes in other operating assets and liabilities		(108,583	)		(10,746	)		147,598

Adjusted EBITDA	$	393,273		$	413,671		$	767,999

Free Cash Flow

AsWe aalso ~~supplement~~present tofree ~~the~~cash ~~financial~~flow ~~statements~~as ina ~~this~~supplement ~~Annual~~to ~~Report~~the onfinancial ~~Form 10-K, which are prepared in accordance with GAAP, we also present free cash flow~~statements. We define free cash flow as net cash provided by operating activities plus net capital inflows (expenditures). All companies do not calculate free cash flow in the same manner, and our presentation may not be comparable to those presented by other companies. We believe free cash flow provides useful ~~additional~~ additional information concerning cash flow available to meet future debt service obligations and ~~working~~ working capital needs. However, free cash flow is a non-GAAP measure in addition to, and not as an alternative to, net (loss) income or net cash provided by operating activities as defined under GAAP. Moreover, free cash flow does not represent remaining cash flows available for discretionary expenditures because the measure does not deduct payment required for debt maturities.

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The table below reconciles free cash flow, a non-GAAP measure, to net cash provided by operating activities, which is the most directly comparable financial measure determined in accordance with GAAP:

	Years Ended December 31,
	2009			2008			2007
	2010			2009			2008
	(in 000s)
Net cash provided by operating activities	$	~~269~~324,~~956~~860		$	~~363~~269,~~439~~956		$	~~509~~363,~~554~~439
Purchases of rental equipment		(46327,~~386~~107	)		(~~258~~46,~~660~~386	)		(~~508~~258,~~194~~660	)
Purchases of property and equipment		(45,~~952~~766	)		(154,~~319~~952	)		(2015,~~674~~319	)
Proceeds from sales of rental equipment		~~158~~124,~~482~~845			~~125~~158,~~443~~482			~~145~~125,~~358~~443
Proceeds from sales of property and equipment		122,~~493~~951			612,~~544~~493			116,~~320~~544
Insurance proceeds from rental equipment and property claims		54,~~267~~368			—5,267			—
Net capital inflows (expenditures)		124,904			(141,992	)		(372,190	)
Net capital (expenditures) inflows		(200,709	)		124,904			(141,992	)
Free cash flow	$	~~394~~124,~~860~~151		$	~~221~~394,~~447~~860		$	~~137~~221,~~364~~447

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations are based upon our audited consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results, however, may materially differ from our calculated estimates and this difference would be reported in our current operations.

We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements and changes in these judgments and estimates may impact future results of operations and financial condition. For additional discussion of our accounting policies see Note 2 to our consolidated financial statements for the year ended December 31, ~~2009~~2010 included in this Annual Report on Form 10-K.

Rental Equipment

At December 31, ~~2009~~2010 and ~~2008~~2009, we have rental equipment with a net book value of $1.~~4 billon~~3 billion and $1.84 billion, representing 5049.72% and 5449.09% of our total assets, respectively. We exercise judgment with regard to rental equipment in the following areas: (1) determining whether an expenditure is eligible for capitalization or if it should be expensed as incurred, (2) estimating the useful life and salvage value and determining the depreciation method of a capitalized asset, and (3) if events or changes in circumstances warrant an assessment, determining if and to what extent an asset has been impaired. The accuracy of our judgments impacts the amount of depreciation expense we recognize, the amount of gain or loss on the disposal of these assets including those resulting from the sale of used rental equipment, whether a long-lived asset is impaired and, if an asset is impaired, the amount of the loss related to the impaired asset that is recognized.

Costs associated with the acquisition of rental equipment including those necessary to prepare an asset for its intended use are capitalized. Expenditures associated with the repair or maintenance of a capital asset are expensed as incurred. Expenditures that are expected to provide future benefits to us or that extend the useful life of rental equipment are capitalized. We have factory-authorized arrangements for the refurbishment of certain types of rental equipment. Since refurbishments extend the assets’ useful lives, the cost of refurbishments are added to the assets’ net book value. The combined cost is then depreciated over ~~48 months irrespective of~~ the remaining estimated useful life ~~prior~~of the torefurbished ~~the~~asset, ~~time~~which ofaverages ~~refurbishment~~48 months.

The useful lives that we assign to rental equipment represents the estimated number of years that the property and equipment is expected to contribute to the revenue generating process based on our current operating strategy. The range of estimated lives for rental equipment is one to ten years. We believe that the cost of our rental equipment expires evenly over time and we therefore depreciate these assets on a straight-line basis over their useful lives. The salvage value that we assign to rental equipment represents the estimated residual value of assets at the end of their estimated useful life. Except for certain small dollar rental items, the salvage value that we assign to new rental equipment is 10% of cost while the salvage value of refurbished rental equipment is 10% of the asset’s net book value at the time of refurbishment plus the cost to refurbish. During ~~2009~~2010, we purchased $46327.41 million of new rental equipment. Had we assigned a salvage value of zero ~~to these assets we would have recognized $0.4 million of additional~~ ~~depreciation expense during 2009. Conversely, had we assigned a salvage value of 20% instead of 10% we would have recognized $0.6 million less depreciation expense during 2009.~~

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to these assets we would have recognized $5.1 million of additional depreciation expense during 2010. Conversely, had we assigned a salvage value of 20% instead of 10% we would have recognized $1.2 million less depreciation expense during 2010.

Impairment of Long-Lived Assets

WeOur ~~evaluate our~~ long-lived assets ~~for~~to ~~impairment~~be inheld ~~accordance~~and ~~with~~used ~~GAAP.~~consist ~~For~~primarily ~~assets~~of toour ~~be held~~rental ~~and used~~fleet, which we segregate ~~review~~into approximately ten major category classes based on functionality. We evaluate our long-lived assets for impairment whenever events or circumstances indicate that the carrying ~~value~~ value of a long-lived asset (or an asset group) may not be recoverable. ~~Recoverability~~Events isor ~~assessed~~changes in bycircumstances ~~comparing~~that ~~the~~could ~~estimated~~suggest ~~future~~possible ~~cash~~impairment ~~flows~~include ofbut ~~the~~are ~~asset,~~not onlimited anto: ~~undiscounted~~a ~~basis,~~significant decrease toin the ~~carrying~~ ~~value~~market price of ~~the~~our ~~asset.~~rental Iffleet, ~~the~~a ~~undiscounted~~significant ~~cash~~adverse ~~flows~~change ~~exceed~~in the ~~carrying~~business climate ~~value,~~that could affect the ~~asset~~value ~~is recoverable~~of ~~and~~our norental ~~impairment~~fleet isor ~~present.~~a Ifcurrent-period ~~the~~operating ~~undiscounted~~or cash ~~flows~~flow loss ~~are~~combined ~~less~~with ~~than~~a ~~the carrying~~history ~~value,~~of ~~the~~operating ~~impairment~~or iscash ~~measured~~flow aslosses ~~the~~or ~~difference~~a ~~between~~projection ~~the~~or ~~carrying~~forecast ~~value~~that demonstrates ~~and~~continuing losses associated with the ~~fair~~ ~~value~~use of ~~the~~our ~~long-lived~~rental ~~asset~~fleet. ~~Fair~~On ~~value~~a ismonthly ~~generally~~basis, ~~determined~~we analyze bythe ~~estimates~~fair value of ~~discounted~~our rental fleet in conjunction with our projections regarding future cash flows ~~derived~~that we expect to generate from athe ~~valuation~~continued ~~technique.~~use Weof ~~recognized~~our norental ~~impairment~~fleet. The fair value of ~~long-lived~~our rental fleet in relation to the assets’ carrying amount is the primary factor we consider in ~~the~~determining ~~years~~whether ~~ended~~our ~~December 31,~~rental ~~2009,~~fleet ~~2008~~should ~~and~~be ~~2007,~~tested ~~respectively~~for recoverability.

Should an impairment indicator be present, recoverability is assessed by comparing the estimated future cash flows of the category classes, on an undiscounted basis, to carrying values. The category class represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the undiscounted cash flows exceed the carrying value, the asset group is recoverable and no impairment is present. If the undiscounted cash flows are less than the carrying value, the impairment is measured as the difference between the carrying value and the fair value of the asset group.

During 2009 a continued weakening of demand in the non-residential construction market resulted in a decrease in the demand for our rental equipment and downward pressure on our rental rates. As a result, our fleet utilization decreased 1,250 basis points from 70.1% for the year ended December 31, 2008 to 57.6% for the year ended December 31, 2009 and equipment rental revenue decreased $494.2 million, or 31.5%, from $1,567.3 million for the year ended December 31, 2008 to $1,073.0 million for the year ended December 31, 2009. Despite these year over year decreases, the fair value of our rental fleet remained in excess of the assets’ carrying amounts when reviewed at a category class level. In addition, the used equipment market, which consists of retail and auction channels, remained liquid throughout 2009 and enabled us to sell significant amounts of rental fleet at positive margins. During the year ended December 31, 2009, we reduced our fleet at OEC by $371 million, or 13.8%, from $2.7 billion at December 31, 2008, due primarily to sales of used rental equipment. Our sales of used rental equipment were $158.5 million during the year ended December 31, 2009 at a gross margin of 6.2%. The liquidity of the used rental equipment market during 2009 enabled us to significantly increase our sales of used rental equipment while simultaneously restricting our capital purchases, thus resulting in significant cash inflows from operating and investing activities. Cash provided by operating activities and cash provided by investing activities, was $270.0 million and $124.9 million, respectively, for the year ended December 31, 2009.

During 2010, the used equipment market continued to improve relative to 2009 and 2008 enabling us to sell $124.8 million of used rental equipment at a gross margin of 16.3%. As of December 31, 2010, the fair value of our rental fleet remained in excess of the assets’ carrying amounts when reviewed at a category class level.

After considering the fair values of our rental fleet (at a category class level) relative to the assets’ carrying amounts in addition to the consistent positive margins we generate from the sale of used rental equipment, we concluded impairment indicators were not present and it was therefore not necessary to test the assets for recoverability during the years ended December 31, 2010, 2009 and 2008.

Business Combinations

with the AER acquisition. Other identifiable intangible assets, which consist of customer relationships, noncompete covenants and a tradename, were valued at $3.1 million, $1.5 million and $0.3 million, respectively. The values assigned to the other identifiable intangibles are being amortized to expense over their estimated useful lives.

Goodwill

At both December 31, 2010 and 2009, we had goodwill of $936.3 million. Goodwill is not amortized. Instead, goodwill is required to be tested for impairment annually and between annual tests if an event occurs or circumstances change that might indicate impairment. We perform our annual goodwill impairment test during the fourth quarter of our calendar year.

The goodwill impairment test involves a two-step process. The first step of the test, used to identify potential impairment, compares the estimated fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test must be performed to measure the amount of the impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. Historically, we have passed the first step of the goodwill impairment testing, thus the second step of the impairment test has been unnecessary.

Our Company is comprised of two divisions (or operating segments) that are aggregated into one reportable segment because they are operationally and economically similar and because aggregation is consistent with the basic principles of segment reporting. We concluded our divisions are reporting units for purposes of testing goodwill because the component levels below our divisions do not constitute a business based on the accounting guidance in ASC Section 350-20-55-3. During the fourth quarter of 2010, we tested goodwill for impairment by comparing the fair value of each reporting unit to their respective carrying values, including goodwill. The fair values, which were estimated using an income approach valuation technique, represent the amount at which our reporting units could be sold in an orderly transaction between market participants at the measurement date. This approach was unchanged from prior years’ methodology. Under the income approach, the fair values were estimated based on the discounted future cash flows resulting from the continued use and disposition of each reporting unit. Based on our 2010 fourth quarter goodwill impairment test, the fair values of our reporting units were determined to substantially exceed their respective carrying amounts. In addition, we concluded the sum of these fair values was reasonably consistent with the Company’s enterprise value adjusted for a market premium. The Company’s enterprise value consists of the fair value of the Company’s debt plus the Company’s equity capitalization.

The determination of fair value under the income approach requires significant judgment on our part. Our judgment is required in developing assumptions about revenue growth, changes in working capital, selling, general and administrative expenses, capital expenditures and the selection of an appropriate discount rate. The estimated future cash flows and projected capital expenditures used under the income approach are based on our business plans and forecasts, which consider historical results adjusted for future expectations.

Had we instead determined the fair values of either or both reporting units were less than their respective carrying amounts, we believe the entire amount of goodwill assigned to either or both reporting units would be impaired under step two of the goodwill impairment test because the implied fair values of our reporting units goodwill would approximate zero. At the date of our impairment review, we concluded that the fair values of our reporting units, which represents an estimate of consideration that would be paid by an acquirer in exchange for our reporting units as part of a business combination, would be allocated entirely to our identifiable net assets, including unrecognized intangible assets with no residual amount assigned to goodwill.

Based on our analyses, there was no goodwill impairment recognized during the years ended December 31, 2010, 2009 and 2008. If during 2011 market conditions deteriorate and our outlook deteriorates from the projections we used in the 2010 goodwill impairment test, we could have goodwill impairment during 2011. Goodwill impairment would not impact our debt covenants.

Reserve for Claims

Our insurance program for general liability, automobile, workers’ compensation and pollution claims involves deductibles or self-insurance, with varying risk retention levels. Claims in excess of these risk retention levels are covered ~~by insurance, up to certain policy limits. We are fully~~ self-insured for medical claims. Our excess loss coverage for general liability, automobile, workers’ compensation and pollution claims starts at $1.0 million, $1.5 million, $0.5 million and $0.25 million respectively. We establish reserves for reported claims that are asserted and for claims that are believed to have been incurred but not yet reported. These reserves reflect an estimate of the amounts that we will be required to pay in connection with these claims. The estimate of reserves is based upon assumptions relating to the probability of losses and historical settlement experience. These estimates may change based on, among other events, changes in claims history or receipt of additional information relevant to assessing the claims. Furthermore, these estimates may prove to be inaccurate due to factors such as adverse judicial determinations or settlements at higher than estimated amounts. Accordingly, we may be required to increase or decrease the reserves. During the fourth quarter of 2009, we reduced our workers compensation and general liability reserve accruals by $4.3 million and $4.6 million, respectively, with a corresponding reduction to expense. The reductions were due to a decrease in the actuarially determined ultimate loss estimates, which were driven in part by improved claims experience.

by insurance, up to certain policy limits. We are fully self-insured for medical claims. Our excess loss coverage for general liability, automobile, workers’ compensation and pollution claims starts at $1.0 million, $1.5 million, $0.5 million and $0.25 million respectively. We establish reserves for reported claims that are asserted and for claims that are believed to have been incurred but not yet reported. These reserves reflect an estimate of the amounts that we will be required to pay in connection with these claims. The estimate of reserves is based upon assumptions relating to the probability of losses and historical settlement experience. These estimates may change based on, among other events, changes in claims history or receipt of additional information relevant to assessing the claims. Furthermore, these estimates may prove to be inaccurate due to factors such as adverse judicial determinations or settlements at higher than estimated amounts. Accordingly, we may be required to increase or decrease the reserves. During the fourth quarter of 2010, we reduced our general liability reserve accrual by $1.4 million, with a corresponding reduction to expense. During the fourth quarter of 2009, we reduced our workers compensation and general liability reserve accruals by $4.3 million and $4.6 million, respectively, with a corresponding reduction to expense. The reductions in both 2010 and 2009 were due to a decrease in the actuarially determined ultimate loss estimates, which were driven in part by improved claims experience.

Derivative Instruments and Hedging Activities

Our derivative financial instruments are recognized on the balance sheet at fair value. Changes in the fair value of our derivatives, which are designated as cash flow hedges, are recorded in other comprehensive income (loss) to the extent that the hedges are highly effective. Ineffective portions of cash flow hedges, if any, are recognized in current period earnings in interest expense. Gains and losses on derivative instruments not designated as hedging instruments are recognized in current period earnings, in interest expense. Hedge effectiveness is calculated by comparing the fair value of the derivative to a hypothetical derivative that would be a perfect hedge of the hedged transaction. Other comprehensive income or loss is reclassified into current period earnings when the hedged transaction affects earnings. Gains and losses on derivative instruments that are de-designated as cash flow hedges and cannot be re-designated under a different hedging relationship are reclassified from accumulated other comprehensive income (loss) to current period earnings in interest expense at the time of the de-designation.

Revenue Recognition

We rent equipment primarily to the industrial or non-construction market and the non-residential construction market. We record unbilled revenue for revenues earned in each reporting period, which have not yet been billed to the customer. Rental contract terms may be daily, weekly, or monthly and may extend across financial reporting periods. Rental revenue is recognized over the applicable rental period.

We recognize revenue on used rental equipment and merchandise sales when title passes to the customer, the customer takes ownership, assumes risk of loss, and collectibility is reasonably assured. There are no rights of return or warranties offered on product sales.

We recognize both net and gross re-rent revenue. We have entered into alliance agreements with certain suppliers whereby we will rent equipment from the supplier and subsequently re-rent such equipment to a customer. Under the alliance agreements, the collection risk from the end user is passed to the original supplier and revenue is presented on a net basis. When no alliance agreement exists, re-rent revenue is presented on a gross basis.

Share-Based Compensation

We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and the estimated number of awards that are expected to vest. Generally, equity instruments granted to our employees vest in equal increments over a four-year service period from the date of grant. The grant date fair value of the award, adjusted for expected forfeitures, is amortized to expense on a straight-line basis over the service period for each separately vesting portion of the award as if the award was, in substance, multiple awards. For the years ending December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008, we recognized share-based compensation expense of $43.28 million, $34.02 million and $4.3.0 million, respectively.

In ~~2009~~2010, we granted 0.8 million stock options with a total fair value of $3.84 million. In ~~2008~~2009, we granted 2.0.8 million stock options with a total fair value of $73.08 million. The grant date fair value of these options was estimated using a Black-Scholes pricing model, which takes into account the following six factors: (1) the current price of the underlying stock on the date of grant, (2) the exercise price of the option, (3) the expected dividend yield, (4) the expected volatility of the underlying stock over the option’s expected life, (5) the expected term of the option, and (6) the risk-free interest rate during

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the expected term of the option. Of these factors, we exercise judgment with regard to selecting both the expected volatility of the underlying stock and the expected life of the option. Expected volatility is estimated through a review of our historical stock price volatility and that of our competitors, adjusted for future expectations. The expected term of the options is estimated using expected term data disclosed by comparable companies and through a review of other factors expected to influence behavior such as expected volatility. Additionally, we determined that the expected term should be analyzed using two groupings of options holders for valuation purposes. We also exercise judgment with regard to estimating the number of awards that are expected to vest, which is based on historical experience adjusted for future expectations. For options granted during ~~2009~~2010, we used an average volatility factor of 6867.7% and an average expected term of 5.219 years. The estimated forfeiture rate on options granted during ~~2009~~2010 was 7.5%. Changes in assumptions used can materially affect the fair value estimates. For awards granted in ~~2009~~ 2010, a 10% increase in volatility would have resulted in a $0.32 million, or 76.16% increase, in fair value. A 10% increase in the expected term assumption would have resulted in a $0.1 million, or 3 2.18% increase, in fair value. A 10% increase in both the volatility factor and the expected term assumption would have resulted in a $0.4 million, or 1110.14% increase, in fair value. Although a change in the expected term would necessitate other changes since the risk-free interest rate and volatility assumptions are specific to the term, we did not attempt to adjust those assumptions for purposes of the above sensitivity analysis.

Business Combinations

Under GAAP, a business acquisition is recorded by allocating the cost of the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date. Goodwill represents the excess of the purchase price over the fair value of the net assets, including the amount assigned to identifiable intangible assets. The determination of the fair value of assets acquired and liabilities assumed as part of the AER acquisition, which was consummated in July 2008, required us to make certain fair value estimates, primarily related to receivables, inventory, rental equipment and intangible assets. These estimates require significant judgment and include a variety of assumptions in determining the fair value of the assets acquired and liabilities assumed including current replacement cost for similar assets, estimated future cash flows and growth rates. We recorded goodwill of $10.7 million and other identifiable intangible assets of $4.9 million in connection with the AER acquisition. During the year ended December 31, 2009, the Company revised estimates of fair value for certain acquired assets resulting in a net increase to goodwill of $2.1 million. The asset valuations and other post-close adjustments were finalized during the second quarter of 2009. Other identifiable intangible assets, which consist of customer relationships, noncompete covenants and a tradename, were valued at $3.1 million, $1.5 million and $0.3 million, respectively. The values assigned to the other identifiable intangibles are being amortized to expense over their estimated useful lives.

Goodwill

At December 31, 2009 and 2008, we had goodwill of $936.3 million and $934.2 million, respectively. Goodwill is not amortized. Instead, goodwill is required to be tested for impairment annually and between annual tests if an event occurs or circumstances change that might indicate impairment. We perform our annual goodwill impairment test during the fourth quarter of our calendar year. The goodwill impairment test involves a two-step process. The first step of the test, used to identify potential impairment, compares the estimated fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test must be performed to measure the amount of the impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

During the fourth quarter of 2009, we evaluated our goodwill for impairment. In doing so, we estimated the fair value of our two reporting units through the application of an income approach valuation technique. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows resulting from the continued use and disposition of the reporting unit. The determination of fair value under the income approach requires significant judgment on our part. Our judgment is required in developing assumptions about revenue growth, changes in working capital, selling, general and administrative expenses, capital expenditures and the selection of an appropriate discount rate.

The estimated future cash flows and projected capital expenditures used under the income approach are based on our business plans and forecasts, which consider historical results adjusted for future expectations. These cash flows are

discounted using a “market participant” weighted average cost of capital, which was estimated as 9.0% for our 2009 fourth quarter impairment review. This market participant rate is considerably higher than our estimated internal weighted average cost of capital. Based on our 2009 fourth quarter goodwill impairment test, the fair values of our reporting units were determined to exceed their respective carrying amounts. As such, it was not necessary for us to perform the second step of the annual impairment test. Had we instead determined the fair values of either or both reporting units were less than their respective carrying amounts, we believe the entire amount of goodwill assigned to either or both reporting units would be impaired under step two of the goodwill impairment test. Based on our analyses, there was no goodwill impairment recognized during the years ended December 31, 2009, 2008 and 2007. If during 2010 market conditions deteriorate and our outlook deteriorates from the projections we used in the 2009 goodwill impairment test, we could have goodwill impairment during 2010. Goodwill impairment would not impact our debt covenants.

Revenue Recognition

We rent equipment primarily to the non-residential construction and industrial or non-construction markets. We record unbilled revenue for revenues earned in each reporting period, which have not yet been billed to the customer. Rental contract terms may be daily, weekly, or monthly and may extend across financial reporting periods. Rental revenue is recognized over the applicable rental period.

We recognize revenue on used equipment and merchandise sales when title passes to the customer, the customer takes ownership, assumes risk of loss, and collectibility is reasonably assured. There are no rights of return or warranties offered on product sales.

Income Taxes

We are subject to federal income taxes, foreign income taxes and state income taxes in those jurisdictions in which we operate. We exercise judgment with regard to income taxes in the following areas: (1) interpreting whether expenses are deductible in accordance with federal and state tax codes, (2) estimating annual effective federal and state income tax rates and (3) assessing whether deferred tax assets are, more likely than not, expected to be realized. The accuracy of these judgments impacts the amount of income tax expense we recognize each period.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. Provisions for deferred income taxes are recorded to the extent of withholding taxes and incremental taxes, if any, that arise from repatriation of dividends from those foreign subsidiaries where local earnings are not permanently reinvested. A valuation allowance is provided for deferred tax assets when realization of such assets is not considered to be more likely than not. Adjustments to the valuation allowance are made periodically based on ~~our~~management’s assessment of the recoverability of the related assets. We We measure and record tax contingency accruals for differences between tax positions taken in a ~~tax~~ tax return and amounts recognized in the financial statements. Benefits from a tax position are recognized in the financial statements if and when we determine that it is more likely than not that a tax position will be sustained upon examination. This assessment presumes the taxing authority has full knowledge of all relevant information. The amount of benefit recognized in the financial statements is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement.

As a matter of law, we are subject to examination by federal, foreign and state taxing authorities. Although we believe that the amounts reflected in our tax returns substantially comply with the applicable federal, foreign and state tax regulations, the Internal Revenue Service (the “IRS”), the Canada Revenue Agency (“CRA”) and the various state taxing authorities can take positions contrary to our position based on their interpretation of the law. A tax position that is challenged by a taxing authority could result in an adjustment to our income tax liabilities and related tax provision.

Recent Accounting Pronouncements

In ~~June~~February ~~2009~~2010, the Financial Accounting Standards Board (the “FASB”) issued ~~the FASB Accounting~~amended ~~Standards~~guidance ~~Codification~~on ~~(the~~subsequent ~~“Codification”)~~events. asUnder ~~the~~this ~~source~~amended ofguidance, ~~authoritative~~SEC ~~accounting~~filers ~~principles recognized~~are byno ~~the~~longer ~~FASB~~required to disclose bethe ~~applied~~date bythrough ~~nongovernmental~~which ~~entities~~subsequent inevents ~~the~~have ~~preparation~~been ofevaluated ~~financial statements~~ in ~~conformity~~originally ~~with~~issued ~~GAAP. Rules~~ and ~~interpretative releases of the Securities and~~ ~~Exchange~~revised ~~Commission~~financial ~~are also sources of authoritative GAAP for SEC registrants~~statements. AsThe aguidance ~~result~~was ofeffective ~~the Codification,~~immediately ~~all changes to GAAP originating from the FASB will now be issued in Accounting Standards Updates. These changes~~ and ~~the~~we ~~Codification~~have ~~do not change GAAP. We~~ adopted ~~the Codification,~~this ~~effective September 30, 2009~~new guidance.

48 In January 2010, the FASB issued guidance to improve disclosures about fair value measurements. Specifically, the guidance requires new disclosures for transfers in and out of levels 1 and 2 of the fair value measurement hierarchy, and expands disclosures related to activity associated with level 3 fair value measurements. The new disclosures, which are effective for interim and annual reporting periods beginning after December 15, 2009, had no impact on our disclosures at December 31, 2010.

~~Other~~ In ~~than~~October 2009, the ~~manner~~FASB inissued ~~which~~updated ~~new~~guidance ~~accounting~~on multiple-deliverable revenue arrangements. Specifically, the guidance isamends ~~referenced~~the existing criteria for separating consideration received in multiple-deliverable arrangements, eliminates the ~~adoption~~residual method of ~~these~~allocation and ~~changes~~requires ~~had~~that noarrangement ~~impact~~consideration onbe ~~our~~allocated ~~results~~at the inception of ~~operations~~the arrangement to all deliverables using the relative selling price method. The guidance also establishes a hierarchy for determining the selling price of a deliverable, ~~financial~~which ~~position~~is based on vendor-specific objective evidence; third-party evidence; or ~~notes~~management estimates. Expanded disclosures related to multiple-deliverable revenue arrangements will also be required. The new guidance is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, which for us is on or after January 1, 2011. We do not expect the ~~consolidated~~application of this new standard to have a significant impact on our consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures ~~About~~about Market Risk

We are exposed to market risk associated with changes in interest rates and foreign currency exchange rates.

Interest Rate Risk

Excluding the effect of our hedge agreements, as of December 31, 2010 we ~~have~~had a significant amount of debt under the Old Senior ABL Revolving Facility and the Second Lien Term Facility, and as of February 9, 2011, we had a significant amount of debt under the New Senior ABL Revolving Facility, with variable rates of interest based generally on adjusted London inter-bank offered rate (“LIBOR”), or an alternate interest rate, in each case, plus an applicable margin (or, in the case of Canadian dollar borrowings under the Old Senior ABL Revolving Facility, or the New Senior ABL Revolving Facility, as applicable, variable borrowing costs based generally on bankers’ ~~acceptance~~ acceptance discount rates, plus a stamping fee equal to an applicable margin, or on the Canadian prime rate, plus an applicable margin). Increases in interest rates could therefore significantly increase the associated interest payments that we are required to make on this debt. We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our earnings assuming various changes in market interest rates. Assuming a hypothetical increase of 1% in interest rates on our debt portfolio, as of December 31, ~~2009~~2010, our net interest expense for the year ended December 31, ~~2009~~ 2010 would have increased by an estimated $63.42 million. Excluding the effect of our hedge agreements, ~~for~~ ~~the same period~~ interest expense would have increased $159.60 million for the same period assuming a hypothetical increase of 1%.

We entered into four forward-starting interest rate swap agreements in September 2007 under ~~which~~ which we exchanged our benchmark floating-rate interest payments for fixed-rate interest payments. ~~The~~ The agreements are intended to hedge only the benchmark portion of interest associated with a ~~portion~~ portion of the Second Lien Term Facility. Interest on this debt is based on a fluctuating rate of ~~interest~~ interest measured by reference to a benchmark interest rate, plus a borrowing margin, which was 3.5% for the LIBOR option at December 31, ~~2009~~2010. The agreements cover a combined notional amount of ~~debt~~ debt totaling $700.0 million, of which $500.0 million is for a five-year period with a weighted ~~average~~ average fixed interest rate of 4.66% and $200.0 million is for a three-year period with a weighted ~~average~~ average fixed interest rate of 4.57%. The swaps became effective on October 5, 2007 and are settled on a quarterly basis. In connection with an October 2009 partial prepayment of outstanding principal on the Second Lien Term Facility, we reduced the notional amount of one of these interest rate swaps from $100.0 million to $71.5 million. In November 2009, we prepaid an additional $192.1 million of principal on the Second Lien Term Facility thereby reducing the outstanding balance to $479.4 million. As a result of this prepayment, $192.1 million of the notional amounts on our ~~interest~~ interest rate swaps were de-designated as cash flow hedges as they no longer hedge the variability in in expected future cash flows associated with the variable interest on the Second Lien Term Facility. In order to offset our exposure to the de-designated interest rate swaps, we entered into two ~~additional~~ reverse interest rate swap agreements in November 2009 under which we exchanged a portion of our fixed-rate interest payments for floating-rate interest payments. ~~The~~These ~~November~~ agreements cover a ~~combined~~ combined notional amount of debt totaling $192.1 million, of which $171.5 million is for a one-year ~~period~~ period and $20.6 million is for a three-year period. The reverse swaps became effective October 5, 2009 and are settled on a quarterly basis. The reverse swap with a notional amount of $171.5 million expired on October 5, 2010. Two of the original swaps with a combined notional amount of $171.5 million also expired on October 5, 2010.

We entered into an additional interest rate swap agreement in January 2008, under which we exchanged our benchmark floating-rate interest payment for a fixed-rate interest payment. This agreement iswas intended to hedge the benchmark portion of interest associated with a portion of the Old Senior ABL Revolving Facility. Interest on this debt iswas based on a fluctuating rate of ~~interest~~ interest measured by reference to a benchmark interest rate, plus a borrowing margin. The borrowing margin on the Extending portion of the outstanding Senior ABL Revolving Facility was 3.5% for the LIBOR option and the borrowing margin on the Non-Extending portion of the outstanding Senior ABL Revolving Facility was 1.75% for the LIBOR option at December 31, 2009. This agreement ~~covers~~covered a notional amount of debt totaling $250.0 million, for a two-year term at a fixed interest rate of 2.66%. The swap ~~was effective on April 5~~, ~~2008~~which ~~and~~was is settled on a quarterly basis., ~~Including~~was ~~the $479.4 million~~effective ofon ~~the Second Lien Term Facility and the $250.0 million of the Senior ABL Revolving~~April ~~Facility that were hedged as of December 31~~5, ~~2009~~2008, ~~89.1%~~and ofexpired ~~our~~on ~~$2,172.1~~April ~~million of debt at December 31~~5, ~~2009 had fixed rate interest~~2010.

~~Currency Exchange Risk~~47

The functional currency for our Canadian operations is the Canadian dollar. In the years ended December 31, 2009, 2008 and 2007, 5.2%, 5.5% and 4.9%, respectively, of our revenues were generated by our Canadian operations. As a result, our future earnings could be affected by fluctuations in the exchange rate between the U.S. and Canadian dollars. Based upon the level of our Canadian operations during the year ended December 31, 2009, relative to our operations as a whole, a 10% increase in this exchange rate would have reduced net loss by approximately $0.5 million for the year ended December 31, 2009.

Considering the $479.4 million of the Second Lien Term Facility that was hedged as of December 31, 2010, 81.5% of our $2,069.2 million of debt at December 31, 2010 had fixed rate interest.

Currency Exchange Risk

The functional currency for our Canadian operations is the Canadian dollar. In the years ended December 31, 2010, 2009 and 2008, 6.4%, 5.2% and 5.5%, respectively, of our revenues were generated by our Canadian operations. As a result, our future earnings could be affected by fluctuations in the exchange rate between the U.S. and Canadian dollars. Based upon the level of our Canadian operations during the year ended December 31, 2010, relative to our operations as a whole, a 10% increase in the value of the Canadian dollar as compared to the U.S. dollar would have reduced net loss by approximately $0.8 million for the year ended December 31, 2010.

Inflation

The increased acquisition cost of rental equipment is the primary inflationary factor affecting us. Many of our other operating expenses are also expected to increase with inflation. Management does not expect that the effect of inflation on our overall operating costs will be greater for us than for our competitors.

Item 8. Financial Statements and Supplementary Data

Consolidated Financial Statements

Our consolidated financial statements required by this item are in Appendix F to this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of our disclosure controls and procedures was performed under the supervision of, and with the participation of, management, including our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this Annual Report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Changes in Internal Control ~~Over~~over Financial Reporting

An evaluation of our internal controls over financial reporting was performed under the supervision of, and with the participation of, management, including our Chief Executive Officer and Chief Financial Officer, to determine whether any changes have occurred during the quarter ended December 31, ~~2009~~2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that no changes in our internal control over financial reporting have occurred during the quarter ended December 31, ~~2009~~2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2009~~2010. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, ~~2009~~2010.

Our independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of our internal control over financial reporting. This report has been included herein.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required concerning our executive officers is contained in Part I, Item 1 of this Annual Report on 10-K under “Business — Management”.

All other information omitted pursuant to General Instruction I to Form 10-K.

Item 11. Executive Compensation

Omitted pursuant to General Instruction I to Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The following table summarizes the securities authorized for issuance pursuant to our equity compensation plans as of December 31, ~~2009~~2010:

Number of securities

Number of

remaining available

remaining available for

securities to be

for future issuance

Number of securities to

Weighted-average

future issuance under

issued upon

under equity

be issued upon exercise

exercise price of

equity compensation

exercise of

Weighted-average

compensation plans

of outstanding options,

outstanding options,

plans (excluding securities

outstanding

exercise price of

(excluding securities

warrants and rights

reflected in column (a))

options, warrants

outstanding options,

reflected in column

and rights

warrants and rights

(a))

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders (1)(2)

56,~~952~~294,~~693~~886

78.7303

3,~~778~~297,~~256~~545

Equity compensation plans not approved by security holders

—

Total

56,~~952~~294,~~693~~886

78.7303

3,~~778~~297,~~256~~545


(1)		Represents the RSC Holdings Inc. Amended and Restated Stock Incentive Plan.

(2)		The weighted-average exercise price does not include outstanding restricted stock units.

All other information required to be filed under this Item 12 is incorporated herein by reference to RSC Holdings’ definitive proxy statement, which will be filed with the SEC within 120 days of December 31, ~~2009~~2010.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required to be filed under this Item 13 is incorporated herein by reference to RSC Holdings’ definitive proxy statement, which will be filed with the SEC within 120 days of December 31, ~~2009~~2010.

Item 14. Principal Accountant Fees and Services

Fees for services performed by KPMG LLP, our independent registered public accounting firm, ~~KPMG LLP,~~ during ~~2009~~2010 and ~~2008~~2009, were:

	2009		2008
	2010		2009
Audit fees(1)	$	1,~~562~~281,~~300~~400	$	1,~~900~~562,~~000~~300
Audit-related fees(2)		3237,~~500~~300		~~191~~32,~~000~~500
Tax fees (3)		40,000		0
Tax fees(3)		5,500		40,000
All other fees		0		0
Total	$	1,~~634~~324,~~800~~200	$	21,~~091~~634,~~000~~800

(1)		Audit fees for 2009 were for services rendered in connection with the audit of the financial statements included in our Annual Report on Form 10-K for 2009 and reviews of the financial statements included in our Quarterly Reports on Form 10-Q for 2009. Audit fees for 2009 also included approximately $0.2 million of fees associated with the preparation of comfort letters issued in connection with our 2009 high-yield debt issuances, which consisted of a $400.0 million senior secured notes offering and a $200.0 million senior notes offering. Audit fees for 2008 were for services rendered in connection with the audit of the financial statements included in our Annual Report on Form 10-K for 2008 and reviews of the financial statements included in our Quarterly Reports on Form 10-Q for 2008.
(2)		Audit-related fees for 2009 were for services rendered in connection with employee benefit plan audits and a debt covenant compliance review. Audit-related fees for 2008 were for services rendered in connection with employee benefit plan audits, a debt covenant compliance review and non-recurring transactional work.
(3)		Tax fees for 2009 were for services rendered in connection with an analysis of our tax accounting methods.


(1)		Audit fees for 2010 were for services rendered in connection with the audit of the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2010, and reviews of the financial statements included in our Quarterly Reports on Form 10-Q for 2010. Audit fees for 2010 also included fees for non-recurring services associated with the filing of our registration statement on Form S-4, which related to the exchange offer on our outstanding high-yield debt securities. Audit fees for 2009 were for services rendered in connection with the audit of the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009, and

~~The Audit Committee has established procedures for the pre-approval of all audit and permitted non-audit related services provided~~50 by our independent registered public accounting firm. The procedures include, in part, that: (i) the Audit Committee, on an annual basis, shall pre-approve the independent registered public accounting firm’s engagement letter/annual service plan; (ii) the Audit Committee Chair has been delegated the authority to pre-approve any permitted non-audit services up to $25,000 per individual proposed service; (iii) the Audit Committee must pre-approve any permitted non-audit services that exceed $25,000 per individual proposed service; and (iv) at each regularly scheduled Audit Committee meeting: (a) the Chairman of the Audit Committee will review any services that were pre-approved since the last Audit Committee meeting; and (b) a review will be conducted of the services performed and fees paid since the last Audit Committee meeting.


		reviews of the financial statements included in our Quarterly Reports on Form 10-Q for 2009. Audit fees for 2009 also included $0.2 million of fees associated with the preparation of comfort letters issued in connection with our 2009 high-yield debt issuances, which consisted of a $400.0 million senior secured notes offering and a $200.0 million senior notes offering.

(2)		Audit-related fees for 2010 and 2009 were for services rendered in connection with the audits of our employee benefit plan and a debt covenant compliance review.

(3)		Tax fees for 2010 were for services rendered in connection with a review of our Canadian tax return. Tax fees for 2009 were for services rendered in connection with an analysis of our tax accounting methods.

The Audit and Risk Committee has established procedures for the pre-approval of all audit and permitted non-audit related services provided by our independent registered public accounting firm. The procedures include, in part, that: (i) the Audit and Risk Committee, on an annual basis, shall pre-approve the independent registered public accounting firm’s engagement letter/annual service plan; (ii) the Audit and Risk Committee Chair has been delegated the authority to pre-approve any permitted non-audit services up to $25,000 per individual proposed service; (iii) the Audit and Risk Committee must pre-approve any permitted non-audit services that exceed $25,000 per individual proposed service; and (iv) at each regularly scheduled Audit and Risk Committee meeting: (a) the Chairman of the Audit and Risk Committee will review any services that were pre-approved since the last Audit and Risk Committee meeting; and (b) a review will be conducted of the services performed and fees paid since the last Audit and Risk Committee meeting.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10-K. 1. Consolidated Financial Statements: The consolidated financial statements of RSC Holdings III, LLC are included as Appendix F of this Annual Report on Form 10-K. See Index to Financial Statements on page F-1. 2. Exhibits: The exhibits which are filed with this Annual Report on Form 10-K or which are incorporated herein by reference are set forth in the Exhibit Index on page E-1.

53 1. Consolidated Financial Statements: The consolidated financial statements of RSC Holdings III, LLC are included as Appendix F of this Annual Report on Form 10-K. See Index to Financial Statements on page F-1.

2. Exhibits: The exhibits which are filed with this Annual Report on Form 10-K or which are incorporated herein by reference are set forth in the Exhibit Index on page E-1.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on February 1610, ~~2010~~2011.

RSC ~~HOLDINGS~~Holdings III, LLC RSC EQUIPMENT RENTAL, INC. By: /s/ Erik Olsson Name: Erik Olsson Title: Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Erik Olsson and ~~David~~Patricia ~~Mathieson~~D. Chiodo and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Erik Olsson Erik Olsson	Chief Executive Officer, President and Director* (Principal Executive Officer)	February 16, 2010
/s/ Erik Olsson	Chief Executive Officer,	February 10, 2011
/s/ David Mathieson David Mathieson	Chief Financial Officer (Principal Financial and Principal Accounting Officer)	February 16, 2010
Erik Olsson	President and Director*
/s/ Denis Nayden Denis Nayden	Chairman of the Board, Director*	February 16, 2010
	(Principal Executive Officer)
/s/ J. Taylor Crandall J. Taylor Crandall	Director*	February 16, 2010
/s/ Patricia D. Chiodo Patricia D. Chiodo	Senior Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer)	February 10, 2011
/s/ Edward Dardani Edward Dardani	Director*	February 16, 2010
/s/ Denis Nayden	Chairman of the Board, Director*	February 10, 2011
/s/ Pierre Leroy Pierre Leroy	Director*	February 16, 2010
Denis Nayden
/s/ John R. Monsky John R. Monsky	Director*	February 16, 2010
/s/ J. Taylor Crandall	Director*	February 10, 2011
/s/ James Ozanne James Ozanne	Director*	February 16, 2010
J. Taylor Crandall
/s/ Donald C. Roof Donald C. Roof	Director*	February 16, 2010
/s/ Edward Dardani	Director*	February 10, 2011
Edward Dardani
/s/ Pierre Leroy	Director*	February 10, 2011
Pierre Leroy
/s/ John R. Monsky	Director*	February 10, 2011
John R. Monsky
/s/ James Ozanne	Director*	February 10, 2011
James Ozanne
/s/ Donald C. Roof	Director*	February 10, 2011
Donald C. Roof


*		Member of the Board of Directors of RSC Holdings Inc. and RSC Equipment Rental, Inc. RSC Holdings III, LLC is an indirect, wholly-owned subsidiary of RSC Holdings Inc. and the board functions of RSC Holdings III, LLC are performed by RSC Holdings Inc.

5452

RSC HOLDINGS III, LLC AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K

EXHIBIT INDEX

		Incorporated By Reference
Exhibit							Filed
Exhibit Number	Exhibit Description	Form	File No.	Exhibit		Filing Date	Filed Herewith
Number	Exhibit Description	Form	File No.	Exhibit		Filing Date	Herewith
2.1	Recapitalization Agreement, dated as of October 6, 2006, by and among Atlas Copco AB, Atlas Copco Finance S.à.r.l., Atlas Copco North America Inc., RSC Acquisition LLC, RSC Acquisition II LLC, OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC	S-1	333-140644		2.1	2/13/2007
2.1	Recapitalization Agreement, dated as of October 6, 2006, by and among Atlas Copco AB, Atlas Copco Finance S.à.r.l., Atlas Copco North America Inc., RSC Acquisition LLC, RSC Acquisition II LLC, OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC	S-1	333-140644		2.1	2/13/2007
3.1	Articles of Incorporation of RSC Equipment Rental, Inc.	S-4	333-144615		3.1	7/16/2007
3.1	Articles of Incorporation of RSC Equipment Rental, Inc.	S-4	333-144615		3.1	7/16/2007
3.2	Articles of Amendment to the Articles of Incorporation of RSC Equipment Rental, Inc.	S-4	333-144615		3.2	7/16/2007
3.2	Articles of Amendment to the Articles of Incorporation of RSC Equipment Rental, Inc.	S-4	333-144615		3.2	7/16/2007
3.3	Amended and Restated By-Laws of RSC Equipment Rental, Inc.	S-4	333-144615		3.3	7/16/2007
3.3	Amended and Restated By-Laws of RSC Equipment Rental, Inc.	S-4	333-144615		3.3	7/16/2007
3.4	Certificate of Formation of RSC Holdings III, LLC	S-4	333-144615		3.4	7/16/2007
3.4	Certificate of Formation of RSC Holdings III, LLC	S-4	333-144615		3.4	7/16/2007
3.5	Amended and Restated Limited Liability Company Agreement of RSC Holdings III, LLC	S-4	333-144615		3.5	7/16/2007
3.5	Amended and Restated Limited Liability Company Agreement of RSC Holdings III, LLC	S-4	333-144615		3.5	7/16/2007
4.1	Indenture, dated as of November 27, 2006, by and among Rental Service Corporation, RSC Holdings III, LLC and Wells Fargo Bank, National Association	S-1	333-140644		4.1	2/13/2007
4.1	Indenture, dated as of November 27, 2006, by and among Rental Service Corporation, RSC Holdings III, LLC and Wells Fargo Bank, National Association	S-1	333-140644		4.1	2/13/2007
4.2	Registration Rights Agreement, dated November 27, 2006, by and among Rental Service Corporation, RSC Holdings III, LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and GE Capital Markets, Inc.	S-1	333-140644		4.2	2/13/2007
4.2	Registration Rights Agreement, dated November 27, 2006, by and among Rental Service Corporation, RSC Holdings III, LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and GE Capital Markets, Inc.	S-1	333-140644		4.2	2/13/2007
4.3	U.S. Guarantee and Collateral Agreement, dated as of November 27, 2006, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation and certain domestic subsidiaries of RSC Holdings III, LLC that may become party thereto from time to time, Deutsche Bank AG, New York Branch, as collateral agent and administrative agent	S-1	333-140644		4.5	2/13/2007
4.3	U.S. Guarantee and Collateral Agreement, dated as of November 27, 2006, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation and certain domestic subsidiaries of RSC Holdings III, LLC that may become party thereto from time to time, Deutsche Bank AG, New York Branch, as collateral agent and administrative agent	S-1	333-140644		4.5	2/13/2007
4.4	Canadian Security Agreement, dated as of November 27, 2006, by and among Rental Service Corporation of Canada Ltd., Deutsche Bank AG, Canada Branch as Canadian collateral agent	S-1	333-140644		4.6	2/13/2007
4.4	Canadian Security Agreement, dated as of November 27, 2006, by and among Rental Service Corporation of Canada Ltd., Deutsche Bank AG, Canada Branch as Canadian collateral agent	S-1	333-140644		4.6	2/13/2007
4.5	Guarantee and Collateral Agreement, dated as of November 27, 2006, by and between RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation, and certain domestic subsidiaries of RSC Holdings III, LLC that may become party thereto from time to time and Deutsche Bank AG, New York Branch as collateral agent and administrative agent	S-1	333-140644		4.7	2/13/2007
4.5	Guarantee and Collateral Agreement, dated as of November 27, 2006, by and between RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation, and certain domestic subsidiaries of RSC Holdings III, LLC that may become party thereto from time to time and Deutsche Bank AG, New York Branch as collateral agent and administrative agent	S-1	333-140644		4.7	2/13/2007
4.6	Intercreditor Agreement, dated as of November 27, 2006, by and among RSC Holdings, II, LLC, RSC Holdings III, LLC, Rental Service Corporation, each other grantor from time to time party thereto, Deutsche Bank AG, New York Branch as U.S. collateral agent under the first-lien loan documents and Deutsche Bank AG, New York Branch in its capacity as collateral agent under the second-lien loan documents	S-1	333-140644		4.8	2/13/2007
4.6	Intercreditor Agreement, dated as of November 27, 2006, by and among RSC Holdings, II, LLC, RSC Holdings III, LLC, Rental Service Corporation, each other grantor from time to time party thereto, Deutsche Bank AG, New York Branch as U.S. collateral agent under the first-lien loan documents and Deutsche Bank AG, New York Branch in its capacity as collateral agent under the second-lien loan documents	S-1	333-140644		4.8	2/13/2007

E-1

RSC HOLDINGS III, LLC AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K

EXHIBIT INDEX (CONTINUED)

		Incorporated By Reference
Exhibit							Filed
Exhibit Number	Exhibit Description	Form	File No.	Exhibit		Filing Date	Filed Herewith
Number	Exhibit Description	Form	File No.	Exhibit		Filing Date	Herewith
4.7	Amended and Restated Stockholders Agreement	S-4	333-144625		4.7	7/17/2007
4.7	Amended and Restated Stockholders Agreement	S-4	333-144625		4.7	7/17/2007
4.7.1	Amendment No. 1 to Amended and Restated Stockholders Agreement, dated August 24, 2009	8-K	333-144625		4.7.1	8/24/2009
4.7.1	Amendment No. 1 to Amended and Restated Stockholders Agreement, dated August 24, 2009	8-K	333-144625		4.7.1	8/24/2009
4.7.2	Amendment No. 2 to Amended and Restated Stockholders Agreement, dated January 21, 2010	8-K	333-144625		4.7.2	1/27/2010
4.7.2	Amendment No. 2 to Amended and Restated Stockholders Agreement, dated January 21, 2010	8-K	333-144625		4.7.2	1/27/2010
4.8	Indenture, dated as of July 1, 2009, by and among RSC Equipment Rental, Inc., RSC Holdings III, LLC, Wells Fargo Bank, National Association, as Trustee, and Deutsche Bank AG, New York Branch, as Note Collateral Agent	8-K	333-144625		4.1	7/2/2009
4.8	Indenture, dated as of July 1, 2009, by and among RSC Equipment Rental, Inc., RSC Holdings III, LLC, Wells Fargo Bank, National Association, as Trustee, and Deutsche Bank AG, New York Branch, as Note Collateral Agent	8-K	333-144625		4.1	7/2/2009
4.9	First Amendment to Intercreditor Agreement, dated as of July 1, 2009, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, RSC Equipment Rental, Inc., each other grantor from time to time party thereto, Deutsche Bank AG, New York Branch, as U.S. collateral agent under the First-Lien Loan Documents (as defined therein)	8-K	333-144625		4.2	7/2/2009
4.9	First Amendment to Intercreditor Agreement, dated as of July 1, 2009, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, RSC Equipment Rental, Inc., each other grantor from time to time party thereto, Deutsche Bank AG, New York Branch, as U.S. collateral agent under the First-Lien Loan Documents (as defined therein)	8-K	333-144625		4.2	7/2/2009
4.10	First Lien Intercreditor Agreement, dated as of July 1, 2009, by and among RSC Holdings III, LLC, RSC Equipment Rental, Inc., Deutsche Bank AG, New York Branch, as U.S. collateral agent under the Senior Loan Documents (as defined therein) and as collateral agent under the First Lien Last Out Note Documents (as defined therein	8-K	333-144625		4.3	7/2/2009
4.10	First Lien Intercreditor Agreement, dated as of July 1, 2009, by and among RSC Holdings III, LLC, RSC Equipment Rental, Inc., Deutsche Bank AG, New York Branch, as U.S. collateral agent under the Senior Loan Documents (as defined therein) and as collateral agent under the First Lien Last Out Note Documents (as defined therein	8-K	333-144625		4.3	7/2/2009
4.11	Collateral Agreement, dated as of July 1, 2009, by and between RSC Equipment Rental, Inc., RSC Holdings III, LLC, certain domestic subsidiaries of RSC Holdings III, LLC that may become party thereto from time to time and Deutsche Bank AG, New York Branch, as Note Collateral Agent	8-K	333-144625		4.4	7/2/2009
4.11	Collateral Agreement, dated as of July 1, 2009, by and between RSC Equipment Rental, Inc., RSC Holdings III, LLC, certain domestic subsidiaries of RSC Holdings III, LLC that may become party thereto from time to time and Deutsche Bank AG, New York Branch, as Note Collateral Agent	8-K	333-144625		4.4	7/2/2009
4.12	Indenture, dated as of November 17, 2009, by and among RSC Equipment Rental, Inc., RSC Holdings III, LLC and Wells Fargo Bank, National Association, as Trustee	8-K	333-144625		4.1	11/17/2009
4.12	Indenture, dated as of November 17, 2009, by and among RSC Equipment Rental, Inc., RSC Holdings III, LLC and Wells Fargo Bank, National Association, as Trustee	8-K	333-144625		4.1	11/17/2009
4.13	Registration Rights Agreement, dated as of November 17, 2009, by and among RSC Equipment Rental, Inc., RSC Holdings III, LLC and Deutsche Bank Securities Inc. and the other initial purchasers named therein	8-K	333-144625		4.2	11/17/2009
4.13	Registration Rights Agreement, dated as of November 17, 2009, by and among RSC Equipment Rental, Inc., RSC Holdings III, LLC and Deutsche Bank Securities Inc. and the other initial purchasers named therein	8-K	333-144625		4.2	11/17/2009
4.14	Indenture, dated as of January 19, 2011, by and among RSC Equipment Rental, Inc., RSC Holdings III, LLC and Wells Fargo Bank, National Association, as Trustee	8-K	333-144625		4.1	1/20/2011
10.1+	Amended and Restated RSC Holdings Stock Incentive Plan	DEF 14A	001-33485		B	4/18/2008
4.15	Registration Rights Agreement, dated as of January 19, 2011, by and among RSC Equipment Rental, Inc., RSC Holdings III, LLC and Deutsche Bank Securities Inc. and the other initial purchasers named therein	8-K	333-144625		4.2	1/20/2011
10.2+	Form of Employee Stock Option Agreements	S-1	333-140644		10.2	2/13/2007
10.1+	Amended and Restated Stock Incentive Plan	DEF 14A	001-33485		B	4/18/2008
10.3+	Form of Employee Stock Subscription Agreements	S-1	333-140644		10.3	2/13/2007
10.2+	Form of Employee Stock Option Agreements	S-1	333-140644		10.2	2/13/2007
10.4+	Form of Employment Agreement for executive officers	S-1	333-140644		10.4	2/13/2007

E-2

RSC HOLDINGS III, LLC AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K

EXHIBIT INDEX (CONTINUED)

		Incorporated By Reference
Exhibit							Filed	~~Filed~~
Number	Exhibit Description	Form	File No.	Exhibit		Filing Date	~~Filing Date~~Herewith	~~Herewith~~
10.5	Indemnification Agreement, dated as of November 27, 2006, by and among Atlas Copco North America Inc., Rental Service Corporation, RSC Acquisition LLC, RSC Acquisition II LLC, OHCP II RSC, LLC, OHCMP OO RSC, LLC, OHCP II RSC COI, LLC, Ripplewood Holdings L.L.C., Oak Hill Capital Management and Atlas Copco Finance S.à.r.l.	S-1	333-140644		10.5		2/13/2007
10.3+	Form of Employee Stock Subscription Agreements	S-1	333-140644	10.3		2/13/2007
10.6	Monitoring Agreement, dated as of November 27, 2006, by and among RSC Holdings Inc., Rental Service Corporation, Ripplewood Holdings L.L.C. and Oak Hill Capital Management, LLC	S-1	333-140644		10.6		2/13/2007
10.4+	Form of Employment Agreement for executive officers	S-1	333-140644	10.4		2/13/2007
10.7	Credit Agreement, dated as of November 27, 2006, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation, Rental Service Corporation of Canada Ltd., Deutsche Bank AG, New York Branch, Deutsche Bank AG, Canada Branch, Citicorp North America, Inc., Bank of America, N.A., LaSalle Business Credit, LLC and Wachovia Capital Finance Corporation (Western)	S-1/A	333-140644		10.7		3/27/2007
10.5	Indemnification Agreement, dated as of November 27, 2006, by and among Atlas Copco North America Inc., Rental Service Corporation, RSC Acquisition LLC, RSC Acquisition II LLC, OHCP II RSC, LLC, OHCMP OO RSC, LLC, OHCP II RSC COI, LLC, Ripplewood Holdings L.L.C., Oak Hill Capital Management and Atlas Copco Finance S.à.r.l.	S-1	333-140644	10.5		2/13/2007
10.8	Second Lien Term Loan Credit Agreement, dated as of November 27, 2006, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation, Deutsche Bank AG, New York Branch, Citicorp North America, Inc., GE Capital markets, Inc., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and General Electric Capital Corporation	S-1/A	333-140644		10.8		3/27/2007
10.6	Monitoring Agreement, dated as of November 27, 2006, by and among RSC Holdings Inc., Rental Service Corporation, Ripplewood Holdings L.L.C. and Oak Hill Capital Management, LLC	S-1	333-140644	10.6		2/13/2007
10.9+	RSC Holdings Inc. 2007 Annual Incentive Plan	S-1/A	333-140644		10.9		4/18/2007
10.7	Credit Agreement, dated as of November 27, 2006, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation, Rental Service Corporation of Canada Ltd., Deutsche Bank AG, New York Branch, Deutsche Bank AG, Canada Branch, Citicorp North America, Inc., Bank of America, N.A., LaSalle Business Credit, LLC and Wachovia Capital Finance Corporation (Western)	S-1/A	333-140644	10.7		3/27/2007
10.10+	Form of Indemnification Agreement	S-1/A	333-140644		10.10		5/21/2007
10.8	Second Lien Term Loan Credit Agreement, dated as of November 27, 2006, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation, Deutsche Bank AG, New York Branch, Citicorp North America, Inc., GE Capital markets, Inc., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and General Electric Capital Corporation	S-1/A	333-140644	10.8		3/27/2007
10.11+	Form of Cost Reimbursement Agreement	S-1/A	333-140644		10.11		5/21/2007
10.9+	RSC Holdings Inc. 2007 Annual Incentive Plan	S-1/A	333-140644	10.9		4/18/2007
10.12+	Form of Director Restricted Stock Unit Agreement	S-1/A	333-140644		10.12		5/21/2007
10.10+	Form of Indemnification Agreement	S-1/A	333-140644	10.10		5/21/2007
10.13	Executive Employment and Non-competition Agreement by and between David Mathieson and RSC Holdings Inc. effective January 2, 2008	8-K	333-144625		10.1		12/3/2007
10.11+	Form of Cost Reimbursement Agreement	S-1/A	333-140644	10.11		5/21/2007
10.14	RSC Non-Qualified Deferred Compensation Savings Plan	10-K	001-33485		10.14		2/25/2009
10.12+	Form of Director Restricted Stock Unit Agreement	S-1/A	333-140644	10.12		5/21/2007
10.15	Form of First Amendment to the Amended and Restated Executive Employment and Noncompetition Agreement — President and Chief Executive Officer	8-K	333-144625		10.1		3/5/2009
10.13	Executive Employment and Non competition Agreement by and between David Mathieson and RSC Holdings Inc. effective January 2, 2008	8-K	333-144625	10.1		12/3/2007
10.16	Form of First Amendment to the Executive Employment and Noncompetition Agreement — Senior Vice President	8-K	333-144625		10.2		3/5/2009
10.14	RSC Non-Qualified Deferred Compensation Savings Plan	10-K	001-33485	10.14		2/25/2009
10.15	Form of First Amendment to the Amended and Restated Executive Employment and Noncompetition Agreement — President and Chief Executive Officer	8-K	333-144625	10.1		3/5/2009

E-3

RSC HOLDINGS III, LLC AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K

EXHIBIT INDEX (CONTINUED)

Incorporated By Reference

ExhibitNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

FiledHerewith

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

10.17

First Amendment to Credit Agreement, dated as of June 26, 2009, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, RSC Equipment Rental, Inc., RSC Equipment Rental of Canada Ltd., Deutsche Bank AG, New York Branch, as U.S. administrative agent, Deutsche Bank AG, Canada Branch, as Canadian administrative agent, and the other financial institutions party thereto from time to time

8-K

333-144625

10.1

7/2/2009

10.16

Form of First Amendment to the Executive Employment and Noncompetition Agreement — Senior Vice President

8-K

333-144625

10.2

3/5/2009

10.18

Second Amendment to Credit Agreement, dated as of July 30, 2009, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, RSC Equipment Rental, Inc., RSC Equipment Rental of Canada Ltd., Deutsche Bank AG, New York Branch, as U.S. administrative agent, Deutsche Bank AG, Canada Branch, as Canadian administrative agent, and the other financial institutions party thereto from time to time

8-K

333-144625

10.1

7/31/2009

10.17

8-K

333-144625

10.1

7/2/2009

10.19

First Amendment to Second-Lien Term Loan Credit Agreement, dated as of August 21, 2009, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, RSC Equipment Rental, Inc., Deutsche Bank AG, New York Branch, as administrative agent, and the other financial institutions party thereto

8-K

333-144625

10.1

8/24/2009

10.18

8-K

333-144625

10.1

7/31/2009

10.20

First Amendment to Amended and Restated Credit Agreement, dated as of November 9, 2009, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, RSC Equipment Rental, Inc., RSC Equipment Rental of Canada Ltd., Deutsche Bank AG, New York Branch, as U.S. collateral agent and U.S. administrative agent, Deutsche Bank AG, Canada Branch, as Canadian administrative agent and Canadian collateral agent, and the other financial institutions party thereto

8-K

333-144625

10.1

11/17/2009

10.19

Amended and Restated Credit Agreement, dated as of July 30, 2009, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, RSC Equipment Rental, Inc., RSC Equipment Rental of Canada Ltd., Deutsche Bank AG, New York Branch, as U.S. collateral agent and U.S. administrative agent, Deutsche Bank AG, Canada Branch, as Canadian administrative agent and Canadian collateral agent, and the other financial institutions party thereto

8-K

333-144625

Annex A to Exhibit 10.1

7/31/2009

10.21

Second Amendment to Second-Lien Term Loan Credit Agreement, dated as of November 9, 2009, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, RSC Equipment Rental, Inc., Deutsche Bank AG, New York Branch, as administrative agent, and the other financial institutions party thereto

8-K

333-144625

10.2

11/17/2009

10.20

8-K

333-144625

10.1

8/24/2009

31.1

Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

10.21

8-K

333-144625

10.1

11/17/2009

31.2

Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

32.1*

Certifications of Chief Executive Officer and Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended

+ Compensation plans or arrangements in which directors or executive officers are eligible to participate.

E-4

RSC HOLDINGS III, LLC AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K

EXHIBIT INDEX (CONTINUED)

* The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of RSC Holdings III, LLC or RSC Equipment Rental, Inc., under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Incorporated By Reference

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed
Herewith

10.22

8-K

333-144625

10.2

11/17/2009

10.23

Amended and Restated Executive Employment and Non competition Agreement by and between Patricia D. Chiodo and RSC Holdings Inc. effective November 28, 2006

10-Q

333-144625

10.1

4/23/2010

10.24+

Form of Stock Option Agreement

8-K

001-33485

10.1

4/23/2010

10.25+

Form of Stock Option Agreement for Long-Term Incentive Equity Awards

8-K

001-33485

10.2

4/23/2010

10.26+

Form of Employee Restricted Stock Unit Agreement

8-K

001-33485

10.3

4/23/2010

10.27

Executive Employment and Noncompetition Agreement, by and between Patricia D. Chiodo and RSC Holdings Inc., effective October 1, 2010

8-K

333-144625

10.1

9/27/2010

31.1

Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

31.2

Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

32.1*

Certifications of Chief Executive Officer and Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended



+		Compensation plans or arrangements in which directors or executive officers are eligible to participate.


*		The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of RSC Holdings III, LLC or RSC Equipment Rental, Inc., under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

E-5

INDEX TO FINANCIAL STATEMENTS

RSC HOLDINGS III, LLC AND SUBSIDIARIES

The following financial statements of the Company and its subsidiaries required to be included in Item 15(a)(1) of Form 10-K are listed below:

	Page
Audited Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets at December 31, 2009 and 2008		F-4
Consolidated Balance Sheets at December 31, 2010 and 2009		F-4
Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007		F-5
Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008		F-5
Consolidated Statements of Stockholders’ Equity (Deficit) and Comprehensive Income (Loss) for the years ended December 31, 2009, 2008 and 2007		F-6
Consolidated Statements of Stockholders’ (Deficit) Equity and Comprehensive Income (Loss) for the years ended December 31, 2010, 2009 and 2008		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007		F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008		F-7
Notes to Consolidated Financial Statements		F-9

Supplementary Financial Data: The supplementary financial data of the Registrant and its subsidiaries required to be included in Item 15(a)(2) of Form 10-K have been omitted as not applicable or because the required information is included in the Consolidated Financial Statements or in the notes thereto.

The supplementary financial data of the Registrant and its subsidiaries required to be included in Item 15(a)(2) of Form 10-K have been omitted as not applicable or because the required information is included in the Consolidated Financial Statements or in the notes thereto.

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
RSC Holdings III, LLC:

We have audited the accompanying consolidated balance sheets of RSC Holdings III, LLC and subsidiaries (the Company) as of December 31, ~~2009~~2010 and ~~2008~~2009, and the related consolidated statements of operations, stockholders’ ~~equity~~ (deficit) equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, ~~2009~~2010. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of RSC Holdings III, LLC and subsidiaries as of December 31, ~~2009~~2010 and ~~2008~~2009, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, ~~2009~~2010, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, ~~2009~~2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 1610, ~~2010~~2011 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Phoenix, Arizona February 1610, ~~2010~~2011

F-2

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
RSC Holdings III, LLC:

We have audited RSC Holdings III, LLC’s internal control over financial reporting as of December 31, ~~2009~~2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). RSC Holdings III, LLC’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report on internal control over financial reporting. Our responsibility is to express an opinion on RSC Holdings III, LLC’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control over financial reporting based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

In our opinion, RSC Holdings III, LLC maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2009~~2010, based on criteria established in Internal Control — Integrated Framework issued by the COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of RSC Holdings III, LLC and subsidiaries as of December 31, ~~2009~~2010 and ~~2008~~2009, and the related consolidated statements of operations, stockholders’ ~~equity~~ (deficit) equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, ~~2009~~2010, and our report dated February 1610, ~~2010~~2011 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Phoenix, Arizona February 1610, ~~2010~~2011

F-3

RSC HOLDINGS III, LLC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data)

CONSOLIDATED BALANCE SHEETS (In thousands, except share data)


	December 31,
	2010		2009
Assets
Cash and cash equivalents	$	3,510	$	4,535
Accounts receivable, net		228,532		181,975
Inventory		14,171		14,421
Deferred tax assets, net		17,912		43,746
Prepaid expense and other current assets		13,798		13,202

Total current assets		277,923		257,879

Rental equipment, net		1,336,424		1,384,999
Property and equipment, net		110,779		123,197
Goodwill and other intangibles, net		939,302		940,063
Deferred financing costs		44,205		55,539
Other long-term assets		9,342		10,335

Total assets	$	2,717,975	$	2,772,012

	December 31,
	2009			2008
Assets
Cash and cash equivalents	$	4,535		$	13,670
Accounts receivable, net		181,975			285,000
Inventory		14,421			19,859
Rental equipment, net		1,384,999			1,766,978
Property and equipment, net		123,197			171,156
Goodwill and other intangibles, net		940,063			938,682
Deferred financing costs		55,539			46,877
Other assets		23,537			26,320
Total assets	$	2,728,266		$	3,268,542
Liabilities and Stockholders’ Equity
Accounts payable	$	46,275		$	109,542
Accrued expenses and other liabilities		173,496			200,750
Debt		2,172,109			2,569,067
Deferred income taxes		312,745			346,063
Total liabilities		2,704,625			3,225,422
Commitments and contingencies
Common stock, no par value, (1,000 shares authorized, issued and outstanding at December 31, 2009 and December 31, 2008)		288,761			284,403
Accumulated deficit		(259,315	)		(206,485	)
Accumulated other comprehensive loss		(5,805	)		(34,798	)
Total stockholders’ equity		23,641			43,120
Total liabilities and stockholders’ equity	$	2,728,266		$	3,268,542

Liabilities and Stockholders’ (Deficit) Equity



Accounts payable	$	193,819		$	46,275
Accrued expenses and other current liabilities		119,608			131,378
Current portion of long-term debt		25,294			27,329

Total current liabilities		338,721			204,982

Long-term debt		2,043,887			2,144,780
Deferred tax liabilities, net		330,862			356,491
Other long-term liabilities		41,782			42,118

Total liabilities		2,755,252			2,748,371


Commitments and contingencies

Common stock, no par value, (1,000 shares authorized, issued and outstanding at December 31, 2010 and December 31, 2009)		293,462			288,761
Accumulated deficit		(332,831	)		(259,315	)
Accumulated other comprehensive income (loss)		2,092			(5,805	)

Total stockholders’ (deficit) equity		(37,277	)		23,641

Total liabilities and stockholders’ (deficit) equity	$	2,717,975		$	2,772,012

See accompanying notes to consolidated financial statements.

F-4

RSC HOLDINGS III, LLC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)

CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)


	Years Ended December 31,
	2010			2009			2008
Revenues:
Equipment rental revenue	$	1,060,266		$	1,073,021		$	1,567,254
Sale of merchandise		49,313			51,951			72,472
Sale of used rental equipment		124,845			158,482			125,443

Total revenues		1,234,424			1,283,454			1,765,169

Cost of revenues:
Cost of equipment rentals, excluding depreciation		563,513			540,945			685,600
Depreciation of rental equipment		272,610			285,668			317,504
Cost of merchandise sales		35,701			36,743			49,370
Cost of used rental equipment sales		104,491			148,673			90,500

Total cost of revenues		976,315			1,012,029			1,142,974

Gross profit		258,109			271,425			622,195

Operating expenses:
Selling, general and administrative		146,791			148,163			175,703
Depreciation and amortization of non-rental equipment and intangibles		40,213			43,984			49,567
Other operating gains, net		(5,592	)		(517	)		(1,010	)

Total operating expenses, net		181,412			191,630			224,260

Operating income		76,697			79,795			397,935
Interest expense, net		194,471			189,689			201,849
Gain on extinguishment of debt, net		—			(13,916	)		—
Other (income) expense, net		(539	)		707			658

(Loss) income before (benefit) provision for income taxes		(117,235	)		(96,685	)		195,428
(Benefit) provision for income taxes		(43,719	)		(37,325	)		72,939

Net (loss) income	$	(73,516	)	$	(59,360	)	$	122,489


Weighted average shares outstanding used in computing net (loss) income per common share:
Basic and diluted		1,000			1,000			1,000

Net (loss) income per common share:
Basic and diluted	$	(73.52	)	$	(59.36	)	$	122.49

	Years Ended December 31,
	2009			2008			2007
Revenues:
Equipment rental revenue	$	1,073,021		$	1,567,254		$	1,543,175
Sale of merchandise		51,951			72,472			80,649
Sale of used rental equipment		158,482			125,443			145,358
Total revenues		1,283,454			1,765,169			1,769,182
Cost of revenues:
Cost of equipment rentals, excluding depreciation		548,462			692,613			640,992
Depreciation of rental equipment		285,668			317,504			295,248
Cost of merchandise sales		36,743			49,370			53,936
Cost of used rental equipment sales		148,673			90,500			103,076
Total cost of revenues		1,019,546			1,149,987			1,093,252
Gross profit		263,908			615,182			675,930
Operating expenses:
Selling, general and administrative		140,646			168,690			156,688
Management fees		—			—			23,000
Depreciation and amortization of non-rental equipment and intangibles		43,984			49,567			46,226
Other operating gains, net		(517	)		(1,010	)		(4,850	)
Total operating expenses, net		184,113			217,247			221,064
Operating income		79,795			397,935			454,866
Interest expense, net		189,689			201,849			243,908
(Gain) loss on extinguishment of debt, net		(13,916	)		—			9,570
Other expense (income), net		707			658			(1,126	)
(Loss) income before (benefit) provision for income taxes		(96,685	)		195,428			202,514
(Benefit) provision for income taxes		(37,325	)		72,939			79,260
Net (loss) income	$	(59,360	)	$	122,489		$	123,254
Weighted average shares outstanding used in computing net (loss) income per common share:
Basic and diluted		1,000			1,000			1,000
Net (loss) income per common share:
Basic and diluted	$	(59.36	)	$	122.49		$	123. 25

See accompanying notes to consolidated financial statements.

F-5

RSC HOLDINGS III, LLC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ ~~EQUITY~~ (DEFICIT) ~~AND~~EQUITY AND COMPREHENSIVE INCOME (LOSS) (In thousands, except share data)

																Accumulated	~~Accumulated~~
																Other	~~Other~~
	Common Stock	~~Common Stock~~						Accumulated	~~Accumulated~~			Comprehensive	~~Comprehensive~~			Comprehensive	~~Comprehensive~~
	Shares	~~Shares~~		Amount	~~Amount~~			Deficit	~~Deficit~~			Income (Loss)	~~Income (Loss)~~			Income (Loss)	~~Income (Loss)~~			Total	~~Total~~
Balance, January 1, 2007			1,000		$	15,955			$	(459,372	)						$	8,784			$	(434,633	)
Balance, January 1, 2008		1,000		$	279,817			$	(336,118	)						$	12,203			$	(44,098	)
Components of comprehensive income:
Net income		—	—		—	—			122,489	~~123,254~~		$	$122,489	~~123,254~~			—	—			122,489	~~123,254~~
Foreign currency translation adjustments		—	—		—	—			—	—			(19,796	~~12,914~~)			(19,796	~~12,914~~)			(19,796	~~12,914~~)
Change in fair value of derivatives qualifying as cash flow hedges, net of tax of $6,071			—			—				—				(9,495	)			(9,495	)			(9,495	)
Change in fair value of derivatives qualifying as cash flow hedges, net of tax of $16,959		—			—				—				(27,205	)			(27,205	)			(27,205	)
Total comprehensive income												$	$75,488	~~126,673~~
Capital contributions		—	—		1,471	~~259,564~~			—	—							—	—			1,471	~~259,564~~
Share-based compensation			—			4,298				—								—				4,298
Excess tax benefits, net		—			122				—								—				122
Balance, December 31, 2007			1,000			279,817				(336,118	)							12,203				(44,098	)
Recapitalization adjustment		—			—				7,144								—				7,144
Components of comprehensive income:
Share-based compensation		—			2,993				—								—				2,993
Net income			—			—				122,489			$	122,489				—				122,489
Balance, December 31, 2008		1,000			284,403				(206,485	)							(34,798	)			43,120
Foreign currency translation adjustments			—			—				—				(19,796	)			(19,796	)			(19,796	)
Components of comprehensive loss:
Change in fair value of derivatives qualifying as cash flow hedges, net of tax of $16,959			—			—				—				(27,205	)			(27,205	)			(27,205	)
Net loss		—			—				(59,360	)		$	(59,360	)			—				(59,360	)
Total comprehensive income													$	75,488
Foreign currency translation adjustments		—			—				—				14,065				14,065				14,065
Capital contributions			—			1,471				—								—				1,471
Change in fair value of derivatives qualifying as cash flow hedges, net of tax of $9,109		—			—				—				14,928				14,928				14,928
Excess tax benefits, net			—			122				—								—				122
Total comprehensive loss												$	(30,367	)
Recapitalization adjustment			—			—				7,144								—				7,144
Capital contributions		—			256				—								—				256
Share-based compensation			—			2,993				—								—				2,993
Excess tax benefits, net		—			(122	)			—								—				(122	)
Balance, December 31, 2008			1,000			284,403				(206,485	)							(34,798	)			43,120
Recapitalization adjustment		—			—				6,530								—				6,530
Components of comprehensive loss:
Share-based compensation		—			4,224				—								—				4,224
Net loss			—			—				(59,360	)		$	(59,360	)			—				(59,360	)
Balance, December 31, 2009		1,000		$	288,761			$	(259,315	)						$	(5,805	)		$	23,641
Foreign currency translation adjustments			—			—				—				14,065				14,065				14,065
Components of comprehensive loss:
Change in fair value of derivatives qualifying as cash flow hedges, net of tax of $9,109			—			—				—				14,928				14,928				14,928
Net loss		—			—				(73,516	)		$	(73,516	)			—				(73,516	)
Total comprehensive loss													$	(30,367	)
Foreign currency translation adjustments		—			—				—				5,755				5,755				5,755
Capital contributions			—			256				—								—				256
Change in fair value of derivatives qualifying as cash flow hedges, net of tax of $1,370		—			—				—				2,142				2,142				2,142
Excess tax benefits, net			—			(122	)			—								—				(122	)
Total comprehensive loss												$	(65,619	)
Recapitalization adjustment			—			—				6,530								—				6,530
Capital contributions		—			948				—								—				948
Share-based compensation		—	—		3,753	~~4,224~~			—	—							—	—			3,753	~~4,224~~
Balance, December 31, 2009			1,000		$	288,761			$	(259,315	)						$	(5,805	)		$	23,641
Balance, December 31, 2010		1,000		$	293,462			$	(332,831	)						$	2,092			$	(37,277	)

See accompanying notes to consolidated financial statements.

F-6

RSC HOLDINGS III, LLC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Years Ended December 31,
	2010			2009			2008
				(In thousands)
Cash flows from operating activities:
Net (loss) income	$	(73,516	)	$	(59,360	)	$	122,489
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		312,823			329,652			367,071
Amortization of deferred financing costs		12,782			11,768			9,713
Amortization of original issue discount		1,117			453			—
Share-based compensation expense		3,753			4,224			2,993
Gain on sales of rental and non-rental property and equipment, net of non-cash writeoffs		(19,376	)		(7,091	)		(26,106	)
Deferred income taxes		(2,697	)		(37,332	)		41,772
Gain on extinguishment of debt, net		—			(13,916	)		—
Gain on settlement of insurance property claims		(3,426	)		—			—
Interest expense, ineffective hedge		42			6,832			—
Excess tax benefits from share-based payment arrangements		—			—			(122	)
Changes in operating assets and liabilities:
Accounts receivable, net		(45,109	)		99,772			(1,083	)
Inventory		288			5,519			1,625
Other assets		452			1,191			(3,221	)
Accounts payable		145,482			(63,068	)		(153,183	)
Accrued expenses and other liabilities		(7,755	)		(8,688	)		1,491

Net cash provided by operating activities		324,860			269,956			363,439

Cash flows from investing activities:
Cash paid for acquisition, net of cash acquired		—			—			(33,238	)
Purchases of rental equipment		(327,107	)		(46,386	)		(258,660	)
Purchases of property and equipment		(5,766	)		(4,952	)		(15,319	)
Proceeds from sales of rental equipment		124,845			158,482			125,443
Proceeds from sales of property and equipment		2,951			12,493			6,544
Insurance proceeds from rental equipment and property claims		4,368			5,267			—

Net cash (used in) provided by investing activities		(200,709	)		124,904			(175,230	)

Cash flows from financing activities:
Proceeds from Senior ABL Revolving Facility		179,000			321,166			240,437
Proceeds from issuance of 2017 Notes		—			389,280			—
Proceeds from issuance of 2019 Notes		—			196,954			—
Payments on Senior ABL Revolving Facility		(276,000	)		(601,193	)		(386,068	)
Payments on Senior ABL Term Loan		—			(244,375	)		(2,500	)
Payments on Second Lien Term Facility		—			(392,986	)		—
Payments on capital leases and other debt		(30,194	)		(40,427	)		(38,102	)
Payments for deferred financing costs		(1,756	)		(28,487	)		(929	)
Payments for non-deferred financing costs		—			(4,312	)		—
Capital contributions from RSC Holdings		948			256			1,593
Increase (decrease) in outstanding checks in excess of cash balances		1,921			(1,070	)		1,135

Net cash used in financing activities		(126,081	)		(405,194	)		(184,434	)

Effect of foreign exchange rates on cash		905			1,199			(144	)

Net (decrease) increase in cash and cash equivalents		(1,025	)		(9,135	)		3,631
Cash and cash equivalents at beginning of year		4,535			13,670			10,039

Cash and cash equivalents at end of year	$	3,510		$	4,535		$	13,670


Supplemental disclosure of cash flow information:
Cash paid for interest	$	181,272		$	155,295		$	199,210
Cash (received) paid for taxes, net		(26,539	)		(8,632	)		30,988

	Years Ended December 31,
	2009			2008			2007
	(In thousands)
Cash flows from operating activities:
Net (loss) income	$	(59,360	)	$	122,489		$	123,254
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		329,652			367,071			341,474
Amortization of deferred financing costs		11,768			9,713			8,479
Amortization of original issue discount		453			—			—
Share-based compensation expense		4,224			2,993			4,298
Gain on sales of rental and non-rental property and equipment, net of non-cash writeoffs		(7,091	)		(26,106	)		(43,284	)
Deferred income taxes		(37,332	)		41,772			35,524
(Gain) loss on extinguishment of debt, net		(13,916	)		—			9,570
Interest expense, ineffective hedge		6,832			—			—
Excess tax benefits from share-based payment arrangements		—			(122	)		—
Changes in operating assets and liabilities:
Accounts receivable, net		99,772			(1,083	)		(13,745	)
Inventory		5,519			1,625			(2,844	)
Other assets		1,191			(3,221	)		(705	)
Accounts payable		(63,068	)		(153,183	)		(1,414	)
Accrued expenses and other liabilities		(8,688	)		1,491			48,947
Net cash provided by operating activities		269,956			363,439			509,554
Cash flows from investing activities:
Cash paid for acquisition, net of cash acquired		—			(33,238	)		—
Purchases of rental equipment		(46,386	)		(258,660	)		(580,194	)
Purchases of property and equipment		(4,952	)		(15,319	)		(20,674	)
Proceeds from sales of rental equipment		158,482			125,443			145,358
Proceeds from sales of property and equipment		12,493			6,544			11,320
Insurance proceeds from rental equipment and property claims		5,267			—			—
Net cash provided by (used in) investing activities		124,904			(175,230	)		(444,190	)
Cash flows from financing activities:
Cash consideration paid to Atlas		—			—			(17,995	)
Proceeds from Senior ABL Revolving Facility		321,166			240,437			99,457
Proceeds from issuance of 2017 Notes		389,280			—			—
Proceeds from issuance of 2019 Notes		196,954			—			—
Payments on Senior ABL Revolving Facility		(601,193	)		(386,068	)		(150,274	)
Payments on Senior ABL Term Loan		(244,375	)		(2,500	)		(2,500	)
Payments on Second Lien Term Facility		(392,986	)		—			(230,700	)
Payments on capital leases and other debt		(40,427	)		(38,102	)		(39,030	)
Payments for deferred financing costs		(28,487	)		(929	)		(842	)
Payments for non-deferred financing costs		(4,312	)		—			(4,614	)
Capital contributions from RSC Holdings		256			1,593			255,064
Capital contributions from Atlas		—			—			4,500
(Decrease) increase in outstanding checks in excess of cash balances		(1,070	)		1,135			(14,774	)
Net cash used in financing activities		(405,194	)		(184,434	)		(101,708	)
Effect of foreign exchange rates on cash		1,199			(144	)		195
Net (decrease) increase in cash and cash equivalents		(9,135	)		3,631			(36,149	)
Cash and cash equivalents at beginning of year		13,670			10,039			46,188
Cash and cash equivalents at end of year	$	4,535		$	13,670		$	10,039
Supplemental disclosure of cash flow information:
Cash paid for interest	$	155,295		$	199,210		$	218,488
Cash (received) paid for taxes, net		(8,632	)		30,988			48,730

See accompanying notes to consolidated financial statements.

F-7

RSC HOLDINGS III, LLC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)


	Years Ended December 31,
	2010		2009		2008
			(In thousands)
Supplemental schedule of non-cash investing and financing activities:
Purchase of assets under capital lease obligations	$	23,149	$	1,136	$	20,176
Accrued deferred financing costs		326		634		—
Acquisition of net assets of another company:
Assets, net of cash acquired					$	33,421
Net cash paid						(33,238	)

Liabilities assumed					$	183

	Years Ended December 31,
	2009		2008			2007
			(In thousands)
Supplemental schedule of non-cash investing and financing activities:
Purchase of assets under capital lease obligations	$	1,136	$	20,176		$	52,320
Accrued deferred financing costs		634		—			—
Acquisition of net assets of another company:
Assets, net of cash acquired			$	33,421
Net cash paid				(33,238	)
Liabilities assumed			$	183

See accompanying notes to consolidated financial statements.

F-8

RSC HOLDINGS III, LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Organization

Business and Basis of Presentation

Description of Business

RSC Holdings III, LLC and its wholly owned subsidiaries (collectively, the “Company”) are engaged primarily in the rental of a diversified line of construction and industrial equipment, geographically dispersed throughout the United States and Canada. The Company is a wholly owned subsidiary of RSC Holdings Inc. (“RSC Holdings”). RSC Holdings III, LLC is a limited liability company that does not have a Board of Directors, its business and affairs are managed by the Board of Directors of RSC Holdings, its ultimate parent. For the year ended December 31, ~~2009~~2010, the Company generated approximately 8385.69% of its revenues from equipment rentals, and it derived the remaining 1614.41% of its revenues from sales of used rental equipment, merchandise and other related items.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements include the accounts of RSC Holdings ~~Inc.~~III, LLC and its wholly owned subsidiaries. All material intercompany transactions and balances have ~~been~~ been eliminated in consolidation.

Prior to November 27, 2006, RSC Holdings was wholly owned by Atlas Copco AB (“ACAB”) and Atlas Copco Airpower n.v. (“ACA”), a wholly owned subsidiary of ACAB (together with ACAB, “Atlas”). On October 6, 2006, Atlas announced that it had entered into a recapitalization agreement (the “Recapitalization Agreement”) pursuant to which Ripplewood Holdings L.L.C. (“Ripplewood”) and Oak Hill Capital Partners (“Oak Hill” and collectively with Ripplewood, “the Sponsors”) would acquire 85.5% of RSC Holdings (the “Recapitalization”). The Recapitalization closed on November 27, 2006. The Recapitalization was accomplished through (a) the repurchase by RSC Holdings of a portion of its issued and outstanding stock from Atlas and (b) a cash equity investment in RSC Holdings by the Sponsors for stock. The Recapitalization was accounted for as a leveraged recapitalization with no change in the book basis of assets and liabilities.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amounts of long-lived assets, goodwill, and inventories; the allowance for doubtful accounts; deferred income taxes; environmental liabilities; reserves for claims; assets and obligations related to employee benefits; the fair value of derivative instruments and determination of share-based compensation amounts. Management believes that its estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates.

Subsequent Events

The Company has evaluated all subsequent events through February 16, 2010, which is the date this Annual Report on Form 10-K was filed with the Securities and Exchange Commission.

Reclassification

Certain amounts in the consolidated ~~statement~~statements of operations ~~and consolidated statement of cash flows~~ for the ~~year~~years ended December 31, 2009 ~~2007~~and December 31, 2008 have been reclassified to conform towith the current year presentation. These reclassifications were also made to the prior period unaudited quarterly financial data presented in Note 19. The Company believes the current presentation better reflects the nature of ~~the~~ the underlying financial statement items. The reclassifications have no effect on operating income, net (loss) income or net (loss) income per common share and consist of reclassifying the salaries ~~following:~~and associated benefit expenses for business development managers to selling, general and administrative expense from cost of equipment rentals, excluding depreciation. The reclassification resulted in a reduction to previously reported cost of equipment rentals, excluding depreciation and a corresponding increase to previously reported selling, general and administrative expense of $7.5 million and $7.0 million in years ended December 31, 2009 and 2008, respectively.

F-9

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~Description~~ Classified ~~Previously~~Balance ~~Included In Currently Included In Prepayment penalty and deferred financing costs write-off associated with repayment of Second Lien Term Facility debt Interest expense Loss on extinguishment of debt~~Sheet

At December 31, 2010, the Company changed to a classified balance sheet, which separately presents the current and non-current portions of assets and liabilities. As a result, the consolidated balance sheet at December 31, 2009 has been reclassified to conform to the current year presentation. This change in classification resulted in an increase in total assets and liabilities of $43.7 million at December 31, 2009 from the previously reported amount, due to the separate presentation of current deferred tax assets, net, which was previously reported within deferred tax liabilities, net.

(2) Summary of Significant Accounting Policies

Cash Equivalents

The Company considers all highly liquid instruments with insignificant interest rate risk and with maturities of three months or less at purchase to be cash equivalents.

Accounts Receivable

Accounts receivable are stated net of allowances for doubtful accounts of $~~10.~~7.0 million and $910.27 million at December 31, ~~2009~~2010 and ~~2008~~2009, respectively. Management develops its estimate of this allowance based on the Company’s historical experience, its understanding of the Company’s current economic circumstances, and its own judgment as to the likelihood of ultimate payment. Actual receivables are written-off against the allowance for doubtful accounts when the Company has determined the balance will not be collected. Bad debt expense is reflected as a component of selling, general and administrative expenses in the consolidated statements of operations.

The Company’s customer base is large and geographically diverse. No single customer accounts for more than 2% of the Company’s rental revenues for the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008. No single customer accounts for more than 3% of total receivables at both December 31, ~~2009 and~~2010 ~~more~~and ~~than 5% of total receivables at December 31, 2008~~2009. Accounts receivable consist of the following at:

	December 31,
	2009			2008
	2010			2009
	(in 000s)
Trade receivables	$	~~187~~214,~~496~~003		$	~~276~~187,~~547~~496
Other receivables		5,220			17,650
Income taxes receivable		20,650			5,123
Less allowance for doubtful accounts		(10,741	)		(9,197	)
Other receivables		888			97
Accounts receivable, net	$	181,975		$	285,000
Less allowance for doubtful accounts		(7,009	)		(10,741	)
Accounts receivable, net	$	228,532		$	181,975

Included in ~~other~~income ~~receivables~~taxes receivable at December 31, ~~2008,~~2010 ~~was~~are ~~$6.2 million~~net ~~due~~operating ~~from~~loss ~~the~~carrybacks ~~Company’s~~of ~~insurance~~$19.1 million ~~carrier~~ and ~~certain~~state, ~~customers~~federal ~~for hurricane damage to the Company’s rental equipment~~ and ~~property~~ ~~during~~Canadian ~~2008.~~overpayments ~~In 2009, the Company recorded additional receivables~~ of $01.76 million. ~~for costs~~Included ~~incurred~~ in ~~connection~~income taxes ~~with~~receivable ~~the~~at ~~2008~~December 31, ~~hurricane~~2009 ~~damage~~are $5.1 million ~~The~~of ~~receivables~~state, federal and ~~the~~Canadian ~~offsetting~~overpayments. ~~reduction~~At toDecember 31, ~~expense~~2009, ~~were recognized to~~ the ~~extent~~Company ofalso ~~losses~~had ~~incurred.~~net ~~During~~operating ~~2009,~~loss ~~the~~carrybacks ~~Company recognized a gain~~ of $020.29 million, which ~~represents the amount by which recoveries received~~ ~~exceeded~~were ~~expenses~~classified ~~previously~~within ~~recognized.~~deferred ~~There~~tax ~~were~~assets, nonet ~~receivables~~in ~~related to~~ the ~~hurricane~~consolidated ~~damage recorded~~balance sheet at December 31, 2009; ~~however,~~due ~~additional~~to ~~recoveries~~uncertainty ~~representing~~at ~~the~~that ~~difference~~time ~~between~~ regarding the ~~replacement~~extent ~~value~~ of ~~certain~~the ~~assets~~Company’s ~~and~~eligible ~~their~~carryback. ~~carrying~~The $20.9 million ~~value~~of ~~are~~carrybacks ~~possible.~~classified ~~Recoveries~~within ~~in excess~~deferred oftax ~~costs~~assets, ~~are~~net ~~considered~~at ~~gain~~December 31, ~~contingencies~~2009 ~~and~~were collected ~~are~~during ~~not~~the ~~recognized~~year ~~until~~ended ~~they~~December 31, ~~are received~~2010.

F-10

RSC HOLDINGS III, LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes activity for allowance for doubtful accounts:

	2009			2008			2007
	2010			2009			2008
				(in 000s)
Beginning balance at January 1,	$	910,~~197~~741		$	69,~~801~~197		$	56,~~662~~801
Provision for bad debt		94,~~962~~701			89,~~146~~962			58,~~653~~146
Charge offs, net		(8,~~418~~433	)		(58,~~750~~418	)		(45,~~514~~750	)
Ending balance at December 31,	$	107,~~741~~009		$	910,~~197~~741		$	69,~~801~~197

Rental Equipment

Rental equipment is recorded at cost and depreciated over the estimated useful lives of the equipment using the straight-line method. The range of estimated lives for rental equipment is one to ten years. Rental equipment is depreciated to a salvage value of zero to ten percent of cost. The incremental costs related to acquiring rental equipment and subsequently renting such equipment are expensed as incurred. Ordinary repair and maintenance costs are charged to operations as incurred. When rental fleet is disposed of, the related cost and accumulated depreciation are removed from their respective accounts, and any gains or losses are included in gross profit.

The Company has factory-authorized arrangements for the refurbishment of certain types of rental equipment. The Company continues to record depreciation expense while the equipment is out on refurbishment. The cost of refurbishment is added to the existing net book value of the asset. The combined cost is then depreciated over ~~48 months irrespective of~~ the remaining estimated useful life ~~prior~~of to the ~~time of~~refurbished ~~refurbishment~~asset, which averages 48 months.

The following table provides a breakdown of rental equipment at:

	December 31,
	2009			2008
	2010			2009
	(in 000s)
Rental equipment	$	2,~~401~~426,~~605~~267		$	2,~~751~~401,~~093~~605
Less accumulated depreciation		(1,~~016~~089,~~606~~843	)		(~~984~~1,~~115~~016,606	)
Rental equipment, net	$	1,~~384~~336,~~999~~424		$	1,~~766~~384,~~978~~999

Property and Equipment

Property and equipment is recorded at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets ranging from three to thirty years. Leasehold improvements are amortized over the life of the lease or life of the asset, whichever is shorter. Maintenance and repair costs are charged to expense as incurred. Expenditures that increase productivity or extend the life of an asset are capitalized. Upon disposal, the related cost and accumulated depreciation are removed from their respective accounts, and any gains or losses are included in other operating gains, net.

Property and equipment consists of the following at:

	December 31,
	2009			2008
	(in 000s)
Leased equipment	$	183,225		$	217,739
Buildings and leasehold improvements		51,003			51,814
Non-rental machinery and equipment		40,468			39,500
Data processing hardware and purchased software		16,219			16,978
Furniture and fixtures		10,581			11,418
Construction in progress		1,641			2,722
Land and improvements		555			695
		303,692			340,866
Less accumulated depreciation and amortization		(180,495	)		(169,710	)
Property and equipment, net	$	123,197		$	171,156

F-11

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Property and equipment consists of the following at:


	December 31,
	2010			2009
	(in 000s)
Leased equipment	$	195,351		$	183,225
Buildings and leasehold improvements		52,664			51,003
Non-rental machinery and equipment		42,393			40,468
Data processing hardware and purchased software		16,837			16,219
Furniture and fixtures		10,441			10,581
Construction in progress		1,034			1,641
Land and improvements		554			555

		319,274			303,692
Less accumulated depreciation and amortization		(208,495	)		(180,495	)

Property and equipment, net	$	110,779		$	123,197

Impairment of Long-Lived Assets

~~Long~~The Company’s long-lived assets ~~such~~to asbe ~~rental~~held ~~equipment~~ and ~~property~~used ~~and~~consist ~~equipment~~primarily ~~are~~of ~~measured~~rental ~~for~~fleet, ~~impairment~~which ~~whenever~~the ~~events~~Company orsegregates ~~changes~~into inapproximately ~~circumstances~~ten ~~indicate~~major ~~that~~category ~~the~~classes ~~carrying~~based ~~amount~~on ~~of an~~functionality. ~~asset~~Long-lived ~~may~~assets ~~not~~are beevaluated ~~recoverable.~~for ~~If an~~ impairment ~~indicator~~whenever isevents ~~present,~~or ~~the~~changes ~~Company~~in ~~evaluates~~circumstances indicate ~~recoverability~~that ~~by a comparison of~~ the carrying ~~amount~~value of ~~the~~a ~~assets~~long-lived toasset ~~future~~(or ~~undiscounted~~asset ~~cash flows~~group) ~~expected~~may tonot be ~~generated by the assets~~recoverable. IfThe ~~the~~fair value ~~assets~~of ~~are impaired,~~ the ~~impairment~~Company’s ~~recognized is~~rental ~~measured~~fleet byin ~~the~~relation ~~amount~~to ~~by which~~ the assets’ carrying amount ~~exceeds~~is the ~~fair~~primary factor ~~value of~~ the ~~assets. Fair value is generally determined by estimates of discounted cash flows derived from a valuation technique. The~~ Company ~~recognized~~considers ~~no impairment of long-lived assets~~ in ~~the~~determining ~~years~~whether ~~ended~~its ~~December 31,~~rental ~~2009,~~fleet ~~2008~~should ~~and~~be ~~2007,~~tested ~~respectively~~for recoverability.

If an impairment indicator is present, the Company evaluates recoverability by comparing the estimated future cash flows of the category classes, on an undiscounted basis, to their carrying values. The category class represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the undiscounted cash flows exceed the carrying value, the asset group is recoverable and no impairment is present. If the undiscounted cash flows are less than the carrying value, the impairment is measured as the difference between the carrying value and the fair value of the asset group. During the years ended December 31, 2010, 2009 and 2008, the Company concluded impairment indicators were not present and it was therefore not necessary to test the assets for recoverability during those years.

Goodwill and Other Intangible Assets

Goodwill was $936.3 million ~~and $934.2 million~~ at both December 31, ~~2009~~2010 and ~~2008, respectively~~2009. ~~See Note 7 for additional information.~~ Goodwill is not amortized. Instead, goodwill is required to be tested for impairment annually and between annual tests if an event occurs or circumstances change that might indicate impairment. The Company performs its annual goodwill impairment test during the fourth quarter of its calendar year.

The goodwill impairment test involves a two-step process. The first step of the test, used to identify potential impairment, compares the estimated fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test must be performed to measure the amount of the impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. Historically, the Company has passed the first step of the goodwill impairment testing, thus the second step of the impairment test has been unnecessary.

During the fourth quarter of 2009, the Company evaluated its goodwill for impairment. In doing so, the Company estimated the fair value of its two reporting units through the application of an income approach valuation technique. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows resulting from the continued use and disposition of the reporting unit. The determination of fair value under the income approach requires significant judgment by the Company. The Company’s judgment is required in developing assumptions about revenue growth, changes in working capital, selling, general and administrative expenses, capital expenditures and the selection of an appropriate discount rate.

The estimated future cash flows and projected capital expenditures used under the income approach are based on the Company’s business plans and forecasts, which consider historical results adjusted for future expectations. These cash flows are discounted using a “market participant” weighted average cost of capital, which was estimated as 9.0% for the Company’s 2009 fourth quarter impairment review. This market participant rate is considerably higher than the Company’s estimated internal weighted average cost of capital. Based on the Company’s 2009 fourth quarter goodwill impairment test, the fair values of the Company’s reporting units were determined to exceed their respective carrying amounts. As such, it was not necessary for the Company to perform the second step of the annual impairment test. If the fair values of either or both reporting units were determined to be less than their respective carrying amounts, the Company believes the entire amount of goodwill assigned to either or both reporting units would be impaired under step two of the goodwill impairment test. Based on the Company’s analyses, there was no goodwill impairment recognized during the years ended December 31, 2009, 2008 and 2007. If during 2010 market conditions deteriorate and the Company‘s outlook deteriorates from the projections used in the 2009 goodwill impairment test, the Company could have goodwill impairment during 2010. Goodwill impairment would not impact the Company’s debt covenants.

F-12

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~Intangible~~The ~~assets~~Company ~~include~~is ~~other~~comprised ~~intangible~~of ~~assets~~two ~~acquired~~divisions in(or ~~conjunction~~operating segments) that are aggregated into one reportable segment because they are operationally and economically similar and because aggregation is consistent with the ~~AER~~basic principles of segment reporting. The Company concluded its divisions ~~acquisition~~are ~~which~~reporting ~~consisted~~units for purposes of ~~customer~~testing ~~relationships,~~goodwill ~~noncompete~~because ~~covenants~~the ~~and~~component alevels ~~tradename~~below ~~valued~~its atdivisions $do not constitute a business based on the accounting guidance in ASC Section 350-20-55-3.~~1 million~~ During the fourth quarter of 2010, ~~$1.5 million~~the ~~and~~Company ~~$0.3 million~~tested ~~respectively.~~goodwill ~~These~~for ~~intangible~~impairment ~~assets~~by ~~are~~comparing ~~being~~the fair ~~amortized~~value onof aeach ~~straight-line~~reporting ~~basis~~unit ~~over~~to atheir ~~weighted~~respective ~~average~~carrying ~~period~~values, ofincluding 7goodwill.~~1 years~~ ~~with~~The fair values, which were estimated using an income approach valuation technique, represent the amount at ~~amortization~~which ~~expense~~the ~~for~~Company’s reporting units could be sold in an orderly transaction between market participants at the ~~next~~measurement ~~five~~date. This approach was unchanged from prior years’ ~~ranging~~methodology. Under the income approach, the fair values were estimated based on the discounted future cash flows resulting from $0the continued use and disposition of each reporting unit.~~4 million~~ Based on the Company’s 2010 fourth quarter goodwill impairment test, the fair values of its reporting units were determined to $0substantially exceed their respective carrying amounts.~~8 million.~~ In addition, the Company ~~Amortization~~concluded ~~expense~~the ~~associated~~sum ~~with~~of ~~intangibles~~these fair values was ~~$0.8 million~~reasonably ~~and~~consistent $0with the Company’s enterprise value adjusted for a market premium.~~4 million~~ inThe ~~2009~~Company’s ~~and~~enterprise value consists of the fair value of ~~2008,~~the ~~respectively~~Company’s debt plus the Company’s equity capitalization.

The determination of fair value under the income approach requires significant judgment by the Company. The Company’s judgment is required in developing assumptions about revenue growth, changes in working capital, selling, general and administrative expenses, capital expenditures and the selection of an appropriate discount rate. The estimated future cash flows and projected capital expenditures used under the income approach are based on the Company’s business plans and forecasts, which consider historical results adjusted for future expectations.

Had the Company instead determined the fair values of either or both reporting units were less than their respective carrying amounts, the Company believes the entire amount of goodwill assigned to either or both reporting units would be impaired under step two of the goodwill impairment test because the implied fair values of the Company’s reporting units goodwill would approximate zero. At the date of the Company’s impairment review, the Company concluded that the fair values of its reporting units, which represents an estimate of consideration that would be paid by an acquirer in exchange for its reporting units as part of a business combination, would be allocated entirely to the Company’s identifiable net assets, including unrecognized intangible assets with no residual amount assigned to goodwill.

Based on the Company’s analyses, there was no goodwill impairment recognized during the years ended December 31, 2010, 2009 and 2008. If during 2011 market conditions deteriorate and the Company’s outlook deteriorates from the projections the Company used in the 2010 goodwill impairment test, the Company could have goodwill impairment during 2011. Goodwill impairment would not impact the Company’s debt covenants.

Intangible assets include other intangible assets acquired in conjunction with the AER acquisition which consisted of customer relationships, noncompete covenants and a tradename valued at $3.1 million, $1.5 million and $0.3 million respectively. Accumulated amortization as of December 31, 2010 was $0.9 million, $0.8 million and $0.2 million, for the customer relationships, noncompete covenants and tradename, respectively. Amortization expense for these intangibles for the next five years ranges from $0.4 million to $0.7 million. Amortization expense associated with intangibles was $0.8 million in both 2010 and 2009.

Reserves for Claims

The Company’s insurance program for general liability, automobile, workers’ compensation and pollution claims involves deductibles or self-insurance, with varying risk retention levels. Claims in excess of these risk retention levels are covered by insurance up to certain policy limits. The Company is fully self-insured for medical claims. The Company’s excess loss coverage for general liability, automobile, workers’ compensation and pollution claims starts at $1.0 million, $1.5 million, $0.5 million and $0.25 million, respectively. The Company establishes reserves for reported claims that are asserted and for claims that are believed to have been incurred but not yet reported. These reserves reflect an estimate of the amounts that the Company will be required to pay in connection with these claims. The estimate of reserves is based upon assumptions relating to the probability of losses and historical settlement experience. These estimates may change based on, among other events, changes in claims history or receipt of additional information relevant to assessing the claims. Furthermore, these estimates may prove to be inaccurate due to factors such as adverse judicial determinations or settlements at higher than estimated amounts. Accordingly, the Company may be required to increase or decrease the reserves. During the fourth quarter of 2009, the Company reduced its workers compensation and general liability reserve accruals by $4.3 million and $4.6 million, respectively, with a corresponding reduction to expense. The reductions were due to a decrease in the actuarially determined ultimate loss estimates, which were driven in part by improved claims experience.

~~Foreign Currency Translation~~F-13

TheTable financial statements of the Company’s foreign subsidiary are translated into U.S. dollars. Assets and liabilities of the foreign subsidiary are translated into U.S. dollars at year-end exchange rates. Revenue and expense items are translated at the average rates prevailing during the period. Resulting translation adjustments are included in stockholders’ equity (deficit) as a component of accumulated other comprehensive income (loss). Income and losses that result from foreign currency transactions are included in earnings. The Company recognized $0.7 million of other expense, net for the years ended December 31, 2009 and 2008 and $1.1 million of other income, net for the year ended December 31, 2007. Contents

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

assumptions relating to the probability of losses and historical settlement experience. These estimates may change based on, among other events, changes in claims history or receipt of additional information relevant to assessing the claims. Furthermore, these estimates may prove to be inaccurate due to factors such as adverse judicial determinations or settlements at higher than estimated amounts. Accordingly, the Company may be required to increase or decrease the reserves. During the fourth quarter of 2010, the Company reduced its general liability reserve accrual by $1.4 million, with a corresponding reduction to expense. During the fourth quarter of 2009, the Company reduced its workers compensation and general liability reserve accruals by $4.3 million and $4.6 million, respectively, with a corresponding reduction to expense. The reductions in both 2010 and 2009 were due to a decrease in the actuarially determined ultimate loss estimates, which were driven in part by improved claims experience.

Foreign Currency Translation and Transactions

The financial statements of the Company’s foreign subsidiary are translated into U.S. dollars. Assets and liabilities of the foreign subsidiary are translated into U.S. dollars at year-end exchange rates. Revenue and expense items are translated at the average rates prevailing during the period. Resulting translation adjustments are included in stockholders’ (deficit) equity as a component of accumulated other comprehensive income (loss). Income and losses that result from foreign currency transactions are included in earnings. The Company recognized $0.5 million of other income, net for the year ended December 31, 2010 and other expense, net of $0.7 million for the years ended December 31, 2009 and 2008.

Derivative Instruments and Hedging Activities

The Company’s derivative financial instruments are recognized on the balance sheet at fair value. Changes in the fair value of the Company’s derivatives, which are designated as cash flow hedges, are recorded in other comprehensive income (loss), to the extent the hedges are highly effective. Ineffective portions of cash flow hedges, if any, are recognized in current period earnings in interest expense. Gains and losses on derivative instruments not designated as hedging instruments are recognized in current period earnings, in interest expense. Hedge effectiveness is calculated by comparing the fair value of the derivative to a hypothetical derivative that would be a perfect hedge of the hedged transaction. Other comprehensive income (loss) is reclassified into current period earnings when the hedged transaction affects earnings. Gains and losses on derivative instruments that are de-designated as cash flow hedges and cannot be re-designated under a different hedging relationship are reclassified from accumulated other comprehensive income (loss) to current period earnings in interest expense at the time of the de-designation.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) consists of accumulated foreign currency translation adjustments and the highly effective portion of the changes in the fair value of designated cash flow hedges.

Fair Value of Financial Instruments

The fair value of a financial instrument is the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The carrying values of cash, accounts receivable and accounts payable approximate fair values due to the short maturity of these financial instruments.

~~F-13~~ The fair values of the Company’s Second Term Lien Facility, 2014 Notes, 2017 Notes and 2019 Notes are based on quoted market prices. The fair value of the Company’s Senior ABL Revolving Facility, is estimated based on borrowing rates currently available to the Company for debt with similar terms and maturities. The fair value of capital lease obligations approximates the carrying value due to the fact that the underlying instruments include provision to adjust interest rates to approximate fair market value.

See Note 5 for additional fair market information related to debt instruments and Note 7 for additional fair value information about other financial instruments.

F-14

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The fair values of the Company’s 2014 Notes are based on quoted market prices. The fair values of the Company’s Senior ABL Revolving Facility, Second Lien Term Facility, 2017 Notes and 2019 Notes are estimated based on borrowing rates currently available to the Company for debt with similar terms and maturities. The fair value of capital lease obligations approximates the carrying value due to the fact that the underlying instruments include provision to adjust interest rates to approximate fair market value.

See Note 5 for additional fair market information related to debt instruments and Note 8 for additional fair value information about other financial instruments.

Revenue Recognition

The Company rents equipment primarily to the industrial or non-~~residential~~ construction ~~and~~market ~~industrial~~and orthe non-residential construction ~~markets~~market. The Company records unbilled revenue for revenues earned ~~each~~ each reporting period which have not yet been billed to the customer. Rental contract terms may be daily, weekly, or monthly and may extend across financial reporting periods. Rental revenue is recognized over the applicable rental period.

The Company recognizes revenue on used rental equipment and merchandise sales when title passes to the customer, the customer takes ownership, assumes risk of loss, and collectibility is ~~reasonably~~ reasonably assured. There are no rights of return or warranties offered on product sales.

The Company recognizes both net and gross re-rent revenue. The Company has entered into alliance agreements with certain suppliers whereby the Company will rent equipment from the supplier and subsequently re-rent such equipment to a customer. Under the alliance agreements, the collection risk from the end user is passed to the original supplier and revenue is presented on a net basis. When no alliance agreement exists, re-rent revenue is presented on a gross basis.

Sales tax amounts collected from customers are recorded on a net basis.

Marketing and Advertising Costs

The Company advertises primarily through trade publications, calendars, yellow pages and in-store promotional events. These costs are charged in the period incurred. Marketing and advertising costs are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. Qualifying cooperative advertising reimbursements were $1.0.4 million, $21.30 million and $2.13 million for the years ended December 31, ~~2009~~2010, ~~2008~~2009, and ~~2007~~2008, respectively. Marketing and advertising expenses, net of qualifying cooperative advertising reimbursements, were $1514.56 million, $2615.95 million and $2826.19 million for the years ended December 31, ~~2009~~ 2010, ~~2008~~2009 and ~~2007~~2008, respectively.

Income Taxes

Deferred income taxes reflect the tax consequences of differences between the financial statement carrying amounts and the respective tax bases of assets and liabilities and operating loss and tax credit carryforwards. A valuation allowance is provided for deferred tax assets when realization of such assets is not considered to be more likely than not. Adjustments to the deferred income tax valuation allowance are made periodically based on management’s assessment of the recoverability of the related assets.

Consideration Received from Vendors

The Company receives money from suppliers for various programs, primarily volume incentives and advertising. Allowances for advertising to promote a vendor’s products or services which meet the criteria in GAAP are offset against advertising costs in the period in which the Company recognizes the incremental advertising cost. In situations when vendor consideration does not meet the criteria in GAAP to be offset against advertising costs, the Company considers the consideration to be a reduction in the purchase price of rental equipment acquired.

~~F-14~~ Volume incentives are deferred and amortized as an offset to depreciation expense over 36 months, which approximates the average period of ownership of the rental equipment purchased from vendors who provide the Company with rebates and other incentives.

F-15

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

consideration does not meet the criteria in GAAP to be offset against advertising costs, the Company considers the consideration to be a reduction in the purchase price of rental equipment acquired.

Volume incentives are deferred and amortized as an offset to depreciation expense over 36 months, which approximates the average period of ownership of the rental equipment purchased from vendors who provide the Company with rebates and other incentives.

Share-Based Compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and the estimated number of awards that are expected to vest. That cost is recognized over the period during which an employee is required to provide service in exchange for the award, which is usually the vesting period. See Note 17 for further discussion.

~~Earnings~~Net (Loss) Income per Common Share

Basic net (loss) income per common share has been computed using the weighted average number of shares of common stock outstanding during the period. ~~Diluted net (loss) income per~~ ~~common share has been computed using the weighted average number of shares of common stock outstanding during the period, increased to give effect to any potentially dilutive securities.~~

Recent Accounting Pronouncements

In ~~June~~February ~~2009~~2010, the Financial Accounting Standards Board (the “FASB”) issued ~~the FASB~~amended ~~Accounting~~guidance ~~Standards~~on ~~Codification~~subsequent ~~(the~~events. ~~“Codification”)~~Under asthis ~~the~~amended ~~source~~guidance, ofSEC ~~authoritative~~filers ~~accounting principles~~are ~~recognized~~no bylonger ~~the~~required ~~FASB~~ to ~~be applied by nongovernmental entities in the preparation of~~ ~~financial~~disclose ~~statements in conformity with GAAP. Rules and interpretative releases of~~ the ~~Securities and~~date ~~Exchange~~through ~~Commission~~which ~~are~~subsequent ~~also~~events ~~sources~~have ofbeen ~~authoritative~~evaluated ~~GAAP~~in ~~for~~originally ~~SEC registrants. As a result of the Codification, all changes to GAAP originating from the FASB will now be~~ issued ~~in Accounting~~and ~~Standards~~revised ~~Updates.~~financial ~~These changes and the Codification do not change GAAP~~statements. The ~~Company~~guidance ~~adopted~~was ~~the Codification,~~ effective ~~September 30, 2009.~~immediately ~~Other~~and ~~than~~ the ~~manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the~~ Company’s ~~results~~has ~~of operations, financial position or notes to~~adopted ~~the~~this ~~consolidated~~new ~~financial statements~~guidance.

In January 2010, the FASB issued guidance to improve disclosures about fair value measurements. Specifically, the guidance requires new disclosures for transfers in and out of levels 1 and 2 of the fair value measurement hierarchy, and expands disclosures related to activity associated with level 3 fair value measurements. The new disclosures, which are effective for interim and annual reporting periods beginning after December 15, 2009, had no impact on the Company’s disclosures at December 31, 2010.

In October 2009, the FASB issued updated guidance on multiple-deliverable revenue arrangements. Specifically, the guidance amends the existing criteria for separating consideration received in multiple-deliverable arrangements, eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. The guidance also establishes a hierarchy for determining the selling price of a deliverable, which is based on vendor-specific objective evidence; third-party evidence; or management estimates. Expanded disclosures related to multiple-deliverable revenue arrangements will also be required. The new guidance is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, which for the Company is on or after January 1, 2011. The Company does not expect the application of this new standard to have a significant impact on its consolidated financial statements.

(3) Accrued Expenses and Other Liabilities

~~Accrued~~Current and long-term accrued expenses and other liabilities consist of the following at:

	December 31,
	2009		2008
	2010		2009
	(in 000s)
Compensation-related accruals	$	2128,~~395~~483	$	3521,~~330~~395
Accrued income and other taxes		2423,~~257~~990		2524,~~935~~257
Reserves for claims		3029,~~018~~203		3730,~~157~~018
Accrued interest payable		4235,~~525~~817		3142,~~980~~525
Interest rate swap liability		4233,~~823~~673		6042,~~028~~823
Other		1210,~~478~~224		1012,~~320~~478
Total	$	~~173~~161,~~496~~390	$	~~200~~173,~~750~~496

~~(4) Closed Location Charges~~F-16

The Company regularly reviews the financial performance of its locations to identify those with operating margins that consistently fall below the Company’s performance standards. Once identified, the Company continues to monitor these locations to determine if operating performance can be improved or if the performance is attributable to economic factors unique to the particular market with long-term prospects that are not favorable. If necessary, locations with unfavorable long-term prospects are closed and the rental fleet is deployed to more profitable locations with higher demand.

F-15

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~During the years ended December~~(4) ~~31,~~Closed ~~2009~~Location ~~and December 31, 2008, the Company closed or~~Charges consolidated 24 locations and 43 locations, respectively and closed an administrative office during the second quarter of 2009. In connection with these closures, the Company recorded charges for location closures of approximately $10.2 million and $8.6 million for the years ended December 31, 2009 and 2008, respectively. These charges consist primarily of employee termination costs, costs to terminate operating leases prior to the end of their contractual lease term, estimated costs that will continue to be incurred under operating leases that have no future economic benefit to the Company, freight costs to transport fleet from closed locations to other locations and the write-off of leasehold improvements. Except in instances where a lease settlement agreement has been negotiated with a landlord, costs recognized to terminate operating leases before the end of their contractual term represent the estimated fair value of the liability at the cease-use date. The fair value of the liability is determined based on the present value of remaining lease rentals, reduced by estimated sublease rentals that could be reasonably obtained for the property even if the Company does not intend to enter into a sublease. Although the Company does not expect to incur additional material charges for location closures occurring prior to December 31, 2009, additional charges are possible to the extent that actual future settlements differ from the Company’s estimates. The Company cannot predict the extent of future location closures or the financial impact of such closings, if any.

The Company regularly reviews the financial performance of its locations to identify those with operating margins that consistently fall below the Company’s performance standards. The Company also reviews the financial performance of groups of locations to identify those that are underperforming relative to the Company’s standards. Once identified, the Company continues to monitor these locations or groups of locations to determine if operating performance can be improved or if the performance is attributable to economic factors unique to the particular market with long-term prospects that are not favorable. If necessary, locations with unfavorable long-term prospects are closed and the rental fleet is deployed to more profitable locations with higher demand.

During the years ended December 31, 2010 and December 31, 2009, the Company closed or consolidated 12 locations and 24 locations, respectively. In connection with these closures, the Company recorded charges for location closures of approximately $0.2 million and $10.2 million for the years ended December 31, 2010 and 2009, respectively. These charges consist primarily of employee termination costs, costs to terminate operating leases prior to the end of their contractual lease term, estimated costs that will continue to be incurred under operating leases that have no future economic benefit to the Company, freight costs to transport fleet from closed locations to other locations and the write-off of leasehold improvements. Except in instances where a lease settlement agreement has been negotiated with a landlord, costs recognized to terminate operating leases before the end of their contractual term represent the estimated fair value of the liability at the cease-use date. The fair value of the liability is determined based on the present value of remaining lease rentals, reduced by estimated sublease rentals that could be reasonably obtained for the property even if the Company does not intend to enter into a sublease. Although the Company does not expect to incur additional material charges for location closures occurring prior to December 31, 2010, additional charges are possible to the extent that actual future settlements differ from the Company’s estimates. The Company cannot predict the extent of future location closures or the financial impact of such closings, if any.

Closed location charges (to be cash settled) by type and a reconciliation of the associated accrued liability were as follows (in 000s):

	Lease Exit and			Employee
	Other Related			Termination ~~Costs~~			~~Other Exit Costs~~
	Costs (a)			Costs (b)			Other Exit Costs (c)			Total
Closed location reserves at December 31, 2007	$	(202	)	$	—		$	—		$	(202	)
Closed location reserves at December 31, 2008	$	(4,604	)	$	(397	)	$	—		$	(5,001	)
Charges incurred to close locations		(5,087	)		(1,303	)		(866	)		(7,256	)
Cash payments		685			906			866			2,457
Closed location reserves at December 31, 2008		(4,604	)		(397	)		—			(5,001	)
Charges incurred to close locations		(8,592	)		(811	)		(56	)		(9,459	)
Cash payments		6,704			1,086			56			7,846
Closed location reserves at December 31, 2009	$	(6,492	)	$	(122	)	$	—		$	(6,614	)
Charges incurred to close locations		(151	)		(4	)		(26	)		(181	)
Cash payments		2,367			168			26			2,561
Adjustments to reserve		11			(42	)		—			(31	)
Closed location reserves at December 31, 2010	$	(4,265	)	$	—		$	—		$	(4,265	)

(a) Lease exit and other related costs are included within cost of equipment rentals in the consolidated statements of operations. The lease exit portion of the closed location reserves at December 31, 2010 are expected to be paid over the remaining contractual term of the leases, which range from three to 87 months. (b) Employee termination costs primarily consist of severance payments and related benefits. For the ~~years~~year ended December 31, ~~2009~~2010, ~~and~~these ~~2008,~~costs ~~$0.7~~are ~~million~~included ~~and~~within $1cost of equipment rentals in the consolidated statement of operations.2 ~~million~~For the year ended December 31, ~~respectively~~2009, $0.7 million of these costs are included within cost of equipment rentals and $0.1 million, ofis ~~these costs are~~ included inwithin selling, general ~~and~~ administrative ~~expenses~~expense in the consolidated ~~statements~~statement of operations. (c) Other exit costs include costs incurred primarily to transport fleet from closed locations to other locations. These costs are included within cost of equipment rentals in the consolidated statements of operations.

In addition to the costs included in the above table, the Company recognized $0.7 million ~~and $1.3 million~~ of non-cash charges during the ~~years~~year ended December 31, 2009 ~~and 2008~~, ~~respectively,~~ for the write-off of leasehold improvements associated with the closed locations. Charges associated with the write-off of leasehold improvements are included within other operating gains, net in the consolidated statements of operations. During the years ended December 31, ~~2009~~ 2010 and ~~2008~~2009, the Company also recognized $3.62 million and $3.96 million, respectively, of other severance costs not directly associated with location closures as the result of ~~company-wide~~ reductions in workforce. Of the additional severance expense recognized in 2009, $3.0 million is included within cost of equipment rentals and $0.6 million is included within selling, general and administrative expenses in the consolidated statements of operations. Of the additional severance expense recognized in 2008, $2.3 million is included within cost of equipment rentals and $1.6 million is included within selling, general and administrative expense.

F-16 17

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

company-wide reductions in workforce. Of the additional severance expense recognized in 2010, $0.7 million is included within cost of equipment rentals and $2.5 million is included within selling, general and administrative expenses in the consolidated statement of operations. Of the additional severance expense recognized in 2009, $2.8 million is included within cost of equipment rentals and $0.8 million is included within selling, general and administrative expenses in the consolidated statement of operations.

(5) Debt

Debt consists of the following at:

							December 31,					December 31,
							2009					2008
							2010					2009
	Interest			Maturity			Deferred
	Interest Rate (a)			Maturity Date			Deferred Financing Costs		Debt			Debt
	Rate (a)			Date			Financing Costs		Debt			Debt
									(in 000s)
Senior ABL Revolving Facility		43.8057	%		(b)	)	$	2013,~~344~~775	$	~~401~~304,195		$	~~681~~401,~~268~~195
Senior ABL Term Loan		n/a			(c	)		—		—			244,375
Second Lien Term Facility		8.30	%	Nov. 2013				5,254		479,395			479,395
Second Lien Term Facility		8.14	%	Nov. 2013				6,897		479,395			899,300
2014 Notes		9.50	%	Dec. 2014				11,929		620,000			620,000
2014 Notes		9.50	%	Dec. 2014				14,322		620,000			620,000
2017 Notes		10.50	%	Jul. 2017				8,350		400,000			400,000
2017 Notes		10.50	%	Jul. 2017				9,186		400,000			—
2019 Notes		10.50	%	Nov. 2019				4,897		200,000			200,000
2019 Notes		10.50	%	Nov. 2019				4,790		200,000			—
Capitalized lease obligations		1.43	%	Various				—		77,788			84,833
Capitalized lease obligations		0.38	%	Various				—		84,833			124,124
Total							$	44,205		2,081,378			2,185,423
Total							$	55,539		2,185,423			2,569,067
Original issue discounts (c)		n/a			n/a					(12,197	)		(13,314	)
Original issue discounts (d)		n/a			n/a					(13,314	)		—
Total, net									$	2,069,181		$	2,172,109
Total, net									$	2,172,109		$	2,569,067

(a) Estimated interest rate presented is the effective interest rate as of December 31, ~~2009~~2010 including the effect of interest rate swaps and original issue discounts, where applicable, and excluding the effect of deferred financing costs. (b) OfIn February 2011, the Company repaid the outstanding balance of the Senior ABL Revolving Facility and replaced it with a New Senior ABL Revolving Facility due February 2016. As a result, the Company has classified the outstanding balance on the Senior ABL Revolving Facility as long-term debt at December 31, ~~2009~~2010. Had the Company not entered into the New Senior ABL Revolving Facility, $~~103~~78.54 million isof the outstanding balance on the Senior ABL Revolving Facility at December 31, 2010 would have been due November 2011 with the remaining $~~297~~225.78 million due August 2013. ~~(c)~~See ~~The~~Note ~~Senior~~20 ~~ABL~~for ~~Term~~additional ~~Loan was repaid in July 2009~~information. (dc) The original issue discounts represents the unamortized difference between the $400.0 million aggregate principal amount of the 2017 Notes and the proceeds received upon issuance and the unamortized difference between the $200.0 million aggregate principal amount of the 2019 Notes and the proceeds received upon issuance.

As of December 31, ~~2009~~2010, the Company had $~~561~~714.6 million available for borrowing under the Senior ABL Revolving Facility. A portion of the Senior ABL Revolving Facility is available for the issuance of letters of credit and swingline loans, ~~and~~which ~~for~~are seven day loans that can be drawn on the ~~issuance~~same ofday ~~letters~~as ofrequested ~~credit~~for an amount not to exceed $25.0 million.

The required principal payments for all borrowings for each of the five years following the balance sheet date are as follows (in 000s):

2010	$	27,329
2011	$	25,294
2011		124,968
2012		19,506
2012		16,003
2013		798,552
2013		788,329
2014		629,604
2014		626,252
2015		4,594
Thereafter		~~602~~603,~~542~~828
Total	$	2,~~185~~081,~~423~~378

~~As of December 31, 2009 the fair value of the Company’s debt was as follows (in 000s):~~F-18

Senior ABL Revolving Facility	$	401,195
Second Lien Term Facility		445,837
2014 Notes		627,750
2017 Notes		434,000
2019 Notes		207,000
Capitalized lease obligations		84,833
Total	$	2,200,615

F-17

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As of December 31, 2010 the estimated fair value of the Company’s debt was as follows (in 000s):


Senior ABL Revolving Facility	$	304,195
Second Lien Term Facility		469,807
2014 Notes		651,000
2017 Notes		456,000
2019 Notes		224,000
Capitalized lease obligations		77,788

Total	$	2,182,790

Senior ABL Facilities. As of November 27, 2006, in connection with the Recapitalization, RSC and certain of its parent companies and subsidiaries, as borrower, entered into a senior secured asset based credit facility consisting of a $1,450.0 million revolving credit facility (the “Senior ABL Revolving Facility”) and a term loan facility in the initial amount of $250.0 million (the “Senior ABL Term Facility”), (collectively the “Senior ABL Facilities”). At the Company’s election, the interest rate per annum applicable to the loans under the Senior ABL Facilities are based on a fluctuating rate of interest measured by reference to either adjusted LIBOR, plus a borrowing margin; or, an alternate base rate plus a borrowing margin. The Senior ABL Revolving Facility was originally scheduled to mature five years from the Recapitalization closing date. The Senior ABL Term Loan was originally scheduled to amortize in equal quarterly installments of one percent of the aggregate principal amount thereof per annum until its maturity date, November 30, 2012, at which time the remaining balance was due. In June 2009, the Company amended the Senior ABL Facilities credit agreement to permit the issuance of $400.0 million of senior secured notes (see “2017 Notes” below) and to use such proceeds to repay the outstanding balance of the Senior ABL Term Loan as well as a portion of the outstanding balance on the Senior ABL Revolving Facility (the “Notes Credit Agreement Amendment”). In July 2009, pursuant to the Notes Credit Agreement Amendment, the Company repaid the outstanding balance of $243.1 million on the Senior ABL Term Loan and paid down $138.2 million of the outstanding balance on the Senior ABL Revolving Facility using the proceeds from the 2017 Notes. Also pursuant to the Notes Credit Agreement Amendment, the total commitment under the Company’s Senior ABL Revolving Facility decreased from $1,450.0 million to $1,293.0 million.

In July 2009, the Company executed an amendment to the Senior ABL Revolving Facility credit agreement to extend the maturity date of a portion of the Senior ABL Revolving Facility and reduce the total commitment (the “Extension Credit Agreement Amendment”). Pursuant to the Extension Credit Agreement Amendment, the total commitment under the Company’s Senior ABL Revolving Facility decreased from $1,293.0 million to $1,100.0 million, of which $280.8 million is due November 2011 (the “Non-Extending” portion) with the remaining $819.2 million (the “Extending” portion) due August 2013.

In connection with the Notes Credit Agreement Amendment and the Extension Credit Agreement Amendment, the Company incurred $13.6 million of creditor and third party fees. The Company capitalized $12.2 million of these fees as deferred financing costs, which were allocated on a pro-rata basis to the Extending and Non-Extending portions and are being amortized to interest expense over the respective term of each. The remaining fees of $1.4 million were expensed as incurred. The Company also expensed $2.3 million of unamortized deferred financing costs as a result of repaying the outstanding balance on the Senior ABL Term Loan. The fees expensed in connection with the Notes Credit Agreement Amendment and the Extension Credit Agreement Amendment and the write-off of unamortized deferred financing costs associated with the repayment of the Senior ABL Term Loan are included within (gain) loss on extinguishment of debt, net in the consolidated statement of operations for the year ended December 31, 2009.

In November 2009, the Company amended the Senior ABL Revolving Facility credit agreement (the “Extension Credit Agreement Second Amendment”) to permit the Company to prepay indebtedness under the Second Lien Term Facility and redeem or repurchase senior unsecured notes, in each case with the proceeds from the issuance of permitted refinancing indebtedness without complying with the payment conditions set forth in the amended Senior ABL Revolving Facility credit agreement (see “2019 Notes” below). In connection with the Extension Credit Agreement Second Amendment, the Company incurred $0.7 million of creditor and third party fees. The Company capitalized $0.2 million of these fees as deferred financing costs, which were allocated on a pro-rata basis to the Extending and Non-Extending portions and are ~~being amortized to interest expense over the~~ respective term of each. The remaining fees of $0.5 million were expensed as incurred. The fees expensed in connection with the Extension Credit Agreement Second Amendment are included within (gain) loss on extinguishment of debt, net in the consolidated statement of operations for the year ended December 31, 2009.

~~As of December 31, 2009, the Company had $561.6 million available on the Senior ABL Revolving Facility of which $143.0 million was attributable to the Non~~F-~~Extending portion and $418.6 million~~19 was attributable to the Extending portion. A portion of the Senior ABL Revolving Facility is available for swingline loans and for the issuance of letters of credit. The Company will pay fees on the unused commitments of the lenders under the Senior ABL Revolving Facility; a letter of credit fee on the outstanding stated amount of letters of credit plus facing fees for the letter of credit issuing banks and any other customary fees.

F-18

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~The~~being ~~Senior~~amortized ~~ABL~~to ~~Revolving~~interest ~~Facility~~expense ~~contains~~over ~~covenants that, among other things, limit or restrict~~ the ~~ability~~respective term of ~~the Company to incur indebtedness; provide guarantees; engage in mergers, acquisitions or dispositions; enter into sale-leaseback transactions; and make dividends and other restricted payments~~each. InThe ~~addition,~~remaining ~~under~~fees ~~the~~of ~~Senior ABL Revolving Facility, upon excess availability falling below~~ $~~100.~~0 .5 million, ~~the~~were ~~Company~~expensed ~~will~~as ~~become~~incurred. ~~subject~~The tofees ~~more~~expensed frequent borrowing base reporting requirements and upon the excess availability falling below (a) before the maturity date of the Non-Extending portion of the Senior ABL Revolving Facility (the “Non-Extending Maturity Date”) and the date in ~~any~~connection ~~increase~~with ~~in commitments under~~ the ~~Extending~~Extension ~~portion of the~~Credit ~~Senior~~Agreement ~~ABL~~Second ~~Revolving~~Amendment ~~Facility~~are ~~(the~~included ~~“Commitment~~within ~~Increase Date”), $140.0 million,~~ (bgain) ~~after~~loss ~~the Commitment Increase Date but before the Non-Extending Maturity Date, the greater of $140.0 million and 12.5% of the sum of the total commitments under the Senior ABL Revolving Facility~~ on ~~the Commitment~~extinguishment ~~Increase Date and (c) on or after the Non-Extending Maturity Date, 12.5%~~ of ~~the sum of the total commitments under the Senior ABL Revolving Facility on the Non-Extending Maturity Date~~debt, ~~the~~ ~~borrowers~~net ~~will~~in ~~be required to comply with specified financial ratios and tests, including a minimum fixed charge coverage ratio of 1.00 to 1.00 and a maximum leverage ratio as of~~ the ~~last day~~ ofconsolidated ~~each~~statement ~~quarter~~ of ~~4.50~~operations tofor ~~1.00 in 2009 and 4.25 to 1.00 thereafter. Excess availability did not fall below~~ the ~~$140.0 million~~year ~~level~~ended ~~and the Company was therefore not required to comply with the specified financial ratios and tests as of~~ December 31, 2009. ~~As of December 31, 2009, calculated~~ ~~in accordance with the agreement, the Company’s fixed charge coverage ratio was 2.08 to 1.00 and the leverage ratio was 5.07 to 1.00.~~

~~The~~As ~~Company~~of ~~entered~~December 31, ~~into~~2010, anthe ~~interest~~Company ~~rate~~had ~~swap~~$714.6 million ~~agreement~~available inon ~~January 2008~~the ~~covering~~Senior aABL ~~notional~~Revolving ~~amount~~Facility of ~~debt~~which ~~totaling~~$533.2 million was attributable to the Extending portion and $~~250~~181.04 million was attributable to the Non-Extending portion. ~~The~~A ~~objective~~portion of the ~~swap~~Senior ABL Revolving Facility is available tofor ~~effectively~~swingline ~~hedge~~loans and for the ~~cash flow~~issuance ~~risk~~of ~~associated~~letters ~~with~~of acredit. ~~portion~~The Company will pay fees on the unused commitments of the lenders under the Senior ABL Revolving Facility,; ~~which has~~ a ~~variable~~letter of ~~interest~~credit ~~rate.~~fee ~~See~~on ~~Note~~the 6outstanding stated amount of letters of credit plus facing fees for ~~additional~~the ~~information~~letter of credit issuing banks and any other customary fees.

The Senior ABL Revolving Facility contains covenants that, among other things, limit or restrict the ability of the Company to incur indebtedness; provide guarantees; engage in mergers, acquisitions or dispositions; enter into sale-leaseback transactions; and make dividends and other restricted payments. In addition, under the Senior ABL Revolving Facility, upon excess availability falling below $100.0 million, the Company will become subject to more frequent borrowing base reporting requirements and upon the excess availability falling below (a) before the maturity date of the Non-Extending portion of the Senior ABL Revolving Facility (the “Non-Extending Maturity Date”) and the date of any increase in commitments under the Extending portion of the Senior ABL Revolving Facility (the “Commitment Increase Date”), $140.0 million, (b) after the Commitment Increase Date but before the Non-Extending Maturity Date, the greater of $140.0 million and 12.5% of the sum of the total commitments under the Senior ABL Revolving Facility on the Commitment Increase Date and (c) on or after the Non-Extending Maturity Date, 12.5% of the sum of the total commitments under the Senior ABL Revolving Facility on the Non-Extending Maturity Date, the borrowers will be required to comply with specified financial ratios and tests, including a minimum fixed charge coverage ratio of 1.00 to 1.00 and a maximum leverage ratio as of the last day of each quarter of 4.25 to 1.00. Excess availability did not fall below the $140.0 million level and the Company was therefore not required to comply with the specified financial ratios and tests as of December 31, 2010. As of December 31, 2010, calculated in accordance with the agreement, the Company’s fixed charge coverage ratio was 1.22 to 1.00 and the leverage ratio was 5.18 to 1.00.

The Company entered into an interest rate swap agreement in January 2008 covering a notional amount of debt totaling $250.0 million. The objective of the swap is to effectively hedge the cash flow risk associated with a portion of the Senior ABL Revolving Facility, which has a variable interest rate. The swap expired in April 2010. See Note 6 for additional information.

In February 2011, the Company repaid the outstanding balance on the Senior ABL Revolving Facility with proceeds received from a New Senior ABL Revolving Facility. See Note 20 for additional information.

Second Lien Term Facility. In connection with the Recapitalization, the Company, as borrower, entered into a $1,130.0 million senior secured second-lien term loan facility due November 30, 2013. At the Company’s election, the interest rate per annum applicable to the Second Lien Term Facility is based on a fluctuating rate of interest measured by reference to either adjusted LIBOR, plus a borrowing margin; or an alternate base rate plus a borrowing margin.

The Second Lien Term Facility contains a number of covenants substantially similar to, but no more restrictive than, the covenants contained in the Senior ABL Revolving Facility. However, under the Second Lien Term Facility, the borrowers are not required to comply with covenants relating to borrowing base reporting or to specified financial maintenance covenants.

In May 2007, $230.7 million of indebtedness under the Company’s Second Lien Term Facility and an associated prepayment penalty of $4.6 million were paid with the net proceeds from the initial public offering of RSC Holdings common stock. Additionally, in connection with the repayment of $230.7 million of indebtedness under the Company’s Second Lien Term Facility, $5.0 million of deferred financing costs related to the debt repayment were expensed. The $9.6 million loss incurred on the repayment of Second Lien Term Facility is included within (gain) loss on extinguishment of debt, net in the consolidated statement of operations for the year ended December 31, 2007.

In August 2009, the Company executed an amendment to the Second Lien Term Facility (the “Second Lien Amendment”) to permit the Company to make voluntary discounted prepayments on the outstanding balance of the Second Lien Term Facility for a oneF-~~year period beginning August 21,~~20 ~~2009, the effective date of the Second Lien Amendment. The aggregate principal amount of such term loans so prepaid may not exceed $300.0 million.~~

During August, September and October 2009, the Company made discounted prepayments to the outstanding principal amount on the Second Lien Term Facility of $227.8 million for $200.9 million or at approximately 88% of par value, a gain of $26.9 million before fees and expenses. In connection with the Second Lien Amendment and the repurchases, the Company incurred $2.9 million of creditor and third party fees. The Company capitalized $0.8 million of these fees, which pertained to the Second Lien Amendment, as deferred financing costs and are being amortized over the remaining term of the Second Lien Term Facility. The remaining fees of $2.1 million were expensed as incurred. The Company also expensed $3.5 million of unamortized deferred financing costs as a result of these repurchases. The $21.3 million net gain on these repurchases is included within (gain) loss on extinguishment of debt, net in the consolidated statement of operations for the year ended December 31, 2009.

F-19

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In August 2009, the Company executed an amendment to the Second Lien Term Facility (the “Second Lien Amendment”) to permit the Company to make voluntary discounted prepayments on the outstanding balance of the Second Lien Term Facility for a one-year period beginning August 21, 2009, the effective date of the Second Lien Amendment.

In November 2009, the Company prepaid $192.1 million principal of the Second Lien Term Facility at par value using the net proceeds from a $200.0 million private placement offering. See “2019 Notes” below. To permit the issuance of the 2019 Notes, the Company executed a second amendment to the Second Lien Term Facility credit agreement (the “Second Lien Second Amendment”). In connection with the Second Lien Second Amendment, the Company incurred $0.5 million of creditor and third party fees. The Company capitalized $0.2 million of these fees as deferred financing costs and are being amortized over the remaining term of the Second Lien Term Facility. The remaining fees of $0.3 million were expensed as incurred. The Company also expensed $2.9 million of unamortized deferred financing costs as a result of these repurchases. The $3.2 million expense recognized on these repurchases is included within (gain) loss on extinguishment of debt, net in the consolidated statement of operations for the year ended December 31, 2009.

In September 2007, the Company entered into four forward-starting interest rate swap agreements covering a combined notional amount of debt totaling $700.0 million. The objective of the swaps is to effectively hedge the cash flow risk associated with a portion of the Second Lien Term Facility, which has a variable interest rate. In October 2009, the Company reduced the notional amount of one of these swaps from $100.0 million to approximately $71.5 million. In November 2009, as a result of the principal repayment of the Second Lien Term Facility, the Company determined that $192.1 million of the combined notional amounts of these swaps no longer qualify as a cash flow hedge. As a result, the Company de-designated $192.1 million of discontinued cash flow hedges and in doing so, reclassified $6.7 million from other comprehensive loss to interest expense. See Note 6 for additional information.

In November 2009, as a result of the principal repayment of the Second Lien Term Facility, the Company determined that $192.1 million of the combined notional amounts of these swaps no longer qualify as a cash flow hedge. As a result, the Company de-designated $192.1 million of discontinued cash flow hedges and in doing so, reclassified $6.7 million from other comprehensive loss to interest expense. See Note 6 for additional information.

In November 2009, the Company entered into two additional swap agreements with a combined notional amount of $192.1 million in which it exchanged fixed-rate interest payments for floating-rate interest payments. These swaps are intended to offset a portion of the fixed-rate payments the Company is making under swap agreements that were de-designated as cash flow hedges in November 2009 upon the Company prepaying $192.1 million of principal on the Second Lien Term Facility using the net proceeds from the 2019 Notes. See Note 6 for additional information.

~~2014 Notes.~~ In ~~connection~~January 2011, ~~with~~ the ~~Recapitalization,~~Company ~~RSC~~repaid ~~and~~the ~~RSC~~outstanding ~~Holdings,~~balance ~~III LLC issued $620.0 million aggregate principal amount of 91/2% senior notes due 2014. Interest~~ on the ~~2014~~Second ~~Notes is~~Lien ~~paid~~Term ~~semi-annually,~~Facility using onproceeds ~~June~~from 1a ~~and~~private ~~December~~placement 1offering. inSee ~~each~~Note ~~year~~20 ~~and~~for ~~the~~additional ~~2014 Notes mature December 1, 2014~~information.

~~The~~ 2014 Notes. ~~are~~In ~~redeemable,~~connection atwith the ~~Company’s option~~Recapitalization, inRSC ~~whole~~and orRSC ~~in part~~Holdings, atIII ~~any~~LLC ~~time and~~issued ~~from~~$620.0 million ~~time~~aggregate toprincipal ~~time~~amount onof ~~and~~9.5% ~~after~~senior ~~December 1,~~notes ~~2010~~due at2014. ~~the~~Interest ~~applicable~~on ~~redemption~~the ~~price~~2014 ~~set~~Notes is ~~forth~~paid ~~below~~semi-annually, if ~~redeemed~~on ~~during~~June ~~the~~1 ~~12-month~~and ~~period~~December ~~commencing~~1 onin ~~December~~each 1year ofand the ~~years~~2014 ~~set~~Notes ~~forth~~mature ~~below:~~December 1, 2014.

Redemption Period	Price
2010		104.750	%
2011		102.375	%
2012 and thereafter		100.000	%

F-21

2017 Notes. On July 1, 2009, RSC and RSC Holdings, III LLC completed a private placement offering (the “July Offering”) of $400.0 million aggregate principal amount of 10% senior secured notes due July 2017 (the “2017 Notes”). The July Offering resulted in net proceeds to the Company of $389.3 million after an original issue discount of $10.7 million. Interest on the 2017 Notes is payable on January 15 and July 15, commencing January 15, 2010. To permit the issuance of the 2017 Notes, the Company executed the Notes Credit Agreement Amendment (see “Senior ABL Facilities” above) after obtaining the consent of lenders holding a majority of the outstanding Senior ABL Term Loans and Senior ABL Revolving Facility commitments. Pursuant to the requirements of the Notes Credit Agreement Amendment, the Company used the proceeds from the July Offering (net of an $8.0 million underwriting fee) to repay the outstanding balance on the Senior ABL Term Loan of $243.1 million and pay down $138.2 million of the outstanding balance on the Senior ABL Revolving Facility.

The 2017 Notes are redeemable, at the Company’s option, in whole or in part, at any time and from time to time on and after July 15, 2013 at the applicable redemption price set forth below, if redeemed during the 12-month period commencing on July 15 of the years set forth below:

F-20

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The 2014 Notes are redeemable, at the Company’s option, in whole or in part, at any time and from time to time on and after December 1, 2010 at the applicable redemption price set forth below, if redeemed during the 12-month period commencing on December 1 of the years set forth below:


Redemption Period	Price
2011		102.375	%
2012 and thereafter		100.000	%

In January 2011, the Company sent a notice of its election to redeem $117.0 million of the aggregate principal of the 2014 Notes to the trustee, who distributed to the holders, and such redemption will occur on February 21, 2011. See Note 20 for additional information.

2017 Notes. On July 1, 2009, RSC and RSC Holdings, III LLC completed a private placement offering (the “July Offering”) of $400.0 million aggregate principal amount of 10% senior secured notes due July 2017 (the “2017 Notes”). The July Offering resulted in net proceeds to the Company of $389.3 million after an original issue discount of $10.7 million. Interest on the 2017 Notes is payable on January 15 and July 15, commencing January 15, 2010. To permit the issuance of the 2017 Notes, the Company executed the Notes Credit Agreement Amendment (see “Senior ABL Facilities” above) after obtaining the consent of lenders holding a majority of the outstanding Senior ABL Term Loans and the Senior ABL Revolving Facility commitments. Pursuant to the requirements of the Notes Credit Agreement Amendment, the Company used the proceeds from the July Offering (net of an $8.0 million underwriting fee) to repay the outstanding balance on the Senior ABL Term Loan of $243.1 million and pay down $138.2 million of the outstanding balance on the Senior ABL Revolving Facility.


Redemption Period	Price
2013		105.000	%
2014		102.500	%
2015 and thereafter		100.000	%

In addition, at any time on or prior to July 15, 2012, the Company may redeem up to 35% of the original aggregate principal amount of the 2017 Notes, with funds in an equal aggregate amount up to the aggregate proceeds of certain equity offerings of the Company, at a redemption price of 110%.

Including the $8.0 million underwriting fee noted above, the Company incurred creditor and third party fees of $9.6 million in connection with the July Offering. The Company capitalized these fees as deferred financing costs, which are being amortized to interest expense over the terms of the 2017 Notes using the effective interest rate method.

2019 Notes. On November 17, 2009, RSC and RSC Holdings, III LLC completed a private placement offering (the “November Offering”) of $200.0 million aggregate principal amount of 10.25% senior unsecured notes due November 2019 (the “2019 Notes”). To permit the issuance of the 2019 Notes, the Company executed a second amendment to the Second Lien Term Facility credit agreement (the “Second Lien Second Amendment”) in order to permit the Company to issue unsecured notes without having indebtedness incurred in connection with any such issuances count against the general debt basket or any other debt incurrence requirement under the Second Lien Term Facility credit agreement as long as the proceeds from any such issuance are used within four business days of their receipt to repay indebtedness outstanding under the Second Lien Term Facility. The November Offering resulted in net proceeds to the Company of $192.1 million after an ~~original issue discount of $3.1 million~~ and fees and expenses incurred with the November Offering of $4.8 million, which were capitalized and are being amortized through November 2019 using the effective interest rate method. Interest on the 2019 Notes is payable on May 15 and November 15, commencing May 15, 2010. The Company used the proceeds from the November Offering to pay down $192.1 million principal of the Second Lien Term Facility at par value.

F-22

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

original issue discount of $3.1 million and fees and expenses incurred with the November Offering of $4.8 million, which were capitalized and are being amortized through November 2019 using the effective interest rate method. Interest on the 2019 Notes is payable on May 15 and November 15, commencing May 15, 2010. The Company used the proceeds from the November Offering to pay down $192.1 million principal of the Second Lien Term Facility at par value.

The 2019 Notes are redeemable, at the Company’s option, in whole or in part, at any time and from time to time on and after November 15, 2014 at the applicable redemption price set forth below, if redeemed during the 12-month period commencing on November 15 of the years set forth below:


Redemption Period	Price
2014		105.125	%
2015		103.417	%
2016		101.708	%
2017 and thereafter		100.000	%

In addition, at any time on or prior to November 15, 2012, the Company may redeem up to 35% of the original aggregate principal amount of the 2019 Notes, with funds in an equal aggregate amount up to the aggregate proceeds of certain equity offerings of the Company, at a redemption price of 110.25%.

The indentures governing the 2014 Notes, the 2017 Notes and the 2019 Notes contain covenants that, among other things, limit the Company’s ability to incur additional indebtedness or issue preferred shares; pay dividends on or make other distributions in respect to capital stock or other restricted payments; make certain investments; and sell certain assets.

The Company continues to be in compliance with all applicable debt covenants as of December 31, ~~2009~~2010.

Capital leases. Capital lease obligations consist of vehicle leases with periods expiring at various dates through ~~2016~~2018. The interest rate is the same for all units and is subject to change on a monthly basis. The interest rate for December ~~2009~~2010 was 01.3843%.

F-21

RSC HOLDINGS III, LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Deferred financing costs. Deferred financing costs are amortized through interest expense over the respective terms of the debt instruments using the effective interest rate method.

(6) Derivative Instruments

The Company is exposed to market risk associated with changes in interest rates under existing floating-rate debt. At the Company’s election, the interest rate per annum applicable to the debt under the Senior ABL Revolving Facility and the Second Lien Term Facility is based on a fluctuating rate of interest measured by reference to an adjusted London ~~inter-bank~~interbank offered rate, or or (“LIBOR”), plus a borrowing margin; or an alternate base rate plus a borrowing margin. In order to hedge exposure to market conditions, reduce the volatility of financing costs and achieve a desired balance between fixed-rate and floating-rate debt, the Company utilizes interest rate swaps under which it exchanges floating-rate interest payments for fixed-rate interest payments. The Company does not use derivative financial instruments for trading or speculative purposes.

InThe ~~September 2007, the~~ Company ~~entered~~formally ~~into~~documents ~~four~~its ~~forward-starting~~risk ~~interest~~management ~~rate~~objectives ~~swap agreements~~and ~~under~~strategy ~~which it exchanged benchmark floating-rate interest payments~~ for ~~fixed-rate~~undertaking ~~interest~~each ~~payments.~~swap ~~The~~at ~~agreements are intended to hedge only~~ the ~~benchmark~~contract’s ~~portion~~inception ofand ~~interest associated~~assesses ~~with~~whether ~~a portion of~~ the ~~Second~~hedging ~~Lien~~relationship ~~Term Facility. Interest on this debt~~ is ~~based~~expected ~~on a~~to ~~fluctuating~~be ~~rate~~highly ofeffective ~~interest~~in ~~measured~~achieving bycash ~~reference~~flows tothat aoffset ~~benchmark~~changes in interest ~~rate,~~payments ~~plus~~resulting ~~a borrowing~~from ~~margin,~~fluctuations ~~which~~in ~~was 3.5% for~~ the ~~LIBOR~~benchmark ~~option at December 31, 2009~~rate. ~~The~~An ~~agreements~~assessment ~~cover a combined notional amount~~ of ~~debt~~the ~~totaling~~effectiveness ~~$700.0 million,~~ of ~~which~~derivative ~~$500.0 million is for a five-year period~~instruments ~~with~~designated aas ~~weighted~~cash ~~average~~flows ~~fixed~~hedges ~~interest rate of 4.66%, and $200.0 million~~ is ~~for~~performed ~~a three-year period with a weighted average fixed interest rate of 4.57%. The swaps were effective~~ on ~~October 5, 2007 and are settled on~~ a quarterly basis. Inusing ~~October 2009,~~ the ~~Company~~perfectly ~~reduced the notional amount of~~effective ~~one~~hypothetical ~~interest~~derivative ~~rate swap from $100~~method.~~0 million~~ toGains ~~approximately~~or ~~$71.5 million~~losses ~~thereby~~resulting ~~reducing the combined notional amount~~ from ~~$700.0 million~~changes ~~to $671.5 million. The Company paid a $1.2 million termination fee~~ in ~~connection with~~ the ~~partial~~fair ~~settlement~~value of derivatives ~~this~~designated ~~swap~~as ~~agreement,~~cash ~~which~~flow ~~was recognized~~hedges asare ~~interest~~reported ~~expense~~as ina ~~the~~component ~~consolidated statement~~ of ~~operations~~accumulated ~~for the year ended~~other ~~December 31,~~comprehensive ~~2009.~~income ~~In November~~(loss) ~~2009,~~for the ~~Company~~portion ~~entered~~of ~~into~~the ~~two~~derivative ~~additional~~instrument ~~interest~~determined ~~rate~~to ~~swap~~be ~~agreements~~effective. ~~under~~Gains ~~which~~and itlosses ~~exchanged~~reported ~~fixed-rate~~in ~~interest~~accumulated ~~payments~~other ~~for~~comprehensive ~~floating-rate~~income ~~interest payments~~ (~~the “reverse swaps”~~loss). are reclassified ~~The~~into ~~reverse~~earnings ~~swaps~~as ~~cover~~interest aincome ~~combined~~or ~~notional~~expense ~~amount~~in ofthe ~~debt totaling~~periods ~~$192.1 million,~~during of which ~~$20.6 million~~the ~~is for a three-year period with a fixed interest~~hedged ~~rate~~transaction ofaffects 1earnings.~~51%,~~ ~~and~~Gains ~~$171.5 million~~or islosses ~~for~~resulting afrom ~~one-year~~changes ~~period~~in ~~with a fixed interest rate of 0.32%. As described below,~~ the ~~reverse~~fair ~~swaps~~value ~~are intended to offset a portion~~ of ~~the fixed-rate payments the~~ ~~Company~~derivatives ~~is making under swap agreements that were de-~~designated as cash flow hedges inare ~~November 2009~~reported ~~upon~~as ~~the~~interest ~~Company~~expense ~~prepaying~~for ~~$192.1 million~~the portion of ~~principal on~~ the derivative ~~Second~~instrument ~~Lien~~determined ~~Term~~to ~~Facility~~be ~~using proceeds~~ineffective. ~~from~~The ~~the~~ineffective ~~issuance~~portion of the ~~2019 Notes.~~

The Company entered into an additional interest rate swap agreement in January 2008, under which it exchanged benchmark floating-rate interest payment for a fixed-rate interest payment. Similar to the agreements entered into in September 2007, this swap is intended to hedge the benchmark portion of interest associated with a portion of the Senior ABL Revolving Facility. Interest on this debt is based on a fluctuating rate of interest measured by reference to a benchmark interest rate, plus a borrowing margin. The borrowing margin on the Extending portion of the outstanding Senior ABL Revolving Facility was 3.5% for the LIBOR option and the borrowing margin on the Non-Extending portion of the outstanding Senior ABL Revolving Facility was 1.75% for the LIBOR option at December 31, 2009. This agreement covers a notional amount of debt totaling $250.0 million, for a two-year term at a fixed interest rate of 2.66%. The swap was effective on April 5, 2008 and is settled on a quarterly basis.

The Company presents derivatives in the consolidated balance sheet as either assets or liabilities depending on the rights or obligations under the contract. Derivatives are measured and reported in the consolidated balance sheets at fair value. At December 31, 2009 and December 31, 2008, the Company’s interest rate swaps were in a liability position and reported at fair value within accrued expenses and other liabilities in the consolidated balance sheets.

The Company formally documents its risk management objectives and strategy for undertaking each swap at the contract’s inception and assesses whether the hedging relationship is expected to be highly effective in achieving cash flows that offset changes in interest payments resulting from fluctuations in the benchmark rate. For each of the Company’s four interest rate swaps that were executed in September 2007 as well as the interest rate swap that was executed in January 2008, the Company determined at inception that the hedging relationships were expected to be highly effective in mitigating the exposure to variability in expected cash flows arising from the Company’s floating-rate debt. As a result, the Company

F-22

RSC HOLDINGS III, LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

initially concluded that the interest rate swaps are hedges of specified cash flows. An assessment of the effectiveness of derivative instruments designated as cash flows hedges is performed at inception and on an ongoing basis. The Company evaluates the effectiveness of its interest rate swaps on a quarterly basis using the perfectly effective hypothetical derivative method. Gains or losses resulting from changes in the fair value of derivatives designated as cash flow hedges are reported as a component of accumulated other comprehensive income (loss) for the portion of the derivative instrument determined to be effective. Gains and losses reported in accumulated other comprehensive income (loss) are reclassified into earnings as interest income or expense in the periods during which the hedged transaction affects earnings. Gains or losses resulting from changes in the fair value of derivatives designated as cash flow hedges are reported as interest expense for the portion of the derivative instrument determined to be ineffective. The ineffective portion of the derivatives qualifying as cash flow hedges totaled $62,000 and $298,000 at December 31, 2009 and December 31, 2008, respectively.

During August, September and October 2009, the Company made a series of discounted prepayments on the Second Lien Term Facility resulting in a $227.8 million reduction in the outstanding principal balance. These prepayments left a notional amount of $28.5 million on the Company’s interest rate swaps that no longer functioned as an effective hedge against the variability in expected future cash flows associated with the variable interest on the Second Lien Term Facility. As a result, the Company partially settled an interest rate swap by reducing its notional amount by $28.5 million in exchange for a termination fee of $1.2 million, which was recognized as interest expense in the 2009 consolidated statement of operations.

In November 2009, the Company received net proceeds of $192.1 million in connection with the issuance of the 2019 Notes, which were used to prepay a portion of the outstanding principal of the Second Lien Term Facility at par value. As a result of this prepayment, $192.1 million of notional amounts on the Company’s interest rate swaps no longer qualified as an effective hedge against the variability in expected future cash flows associated with the variable interest on the Second Lien Term Facility. Because these interest rate swaps no longer qualified as cash flow hedges, the Company de-designated them as hedging instruments and in doing so, reclassified $6.7 million of losses from accumulated other comprehensive loss to interest expense. As previously described, the Company entered into the reverse swaps to offset a portion of the fixed rate payments the Company is making under the de-designated interest rate swaps. The reverse swaps cannot be designated as hedging instruments. Accordingly, all changes in their fair value are reported as interest expense in the consolidated statements of operations. The Company recognized $0.3 million of interest expense on the reverse swaps during 2009.

When the Company’s derivative instruments are in a net liability position, the Company is exposed to its own credit risk. When the Company’s derivative instruments are in a net asset position, the Company is exposed to credit losses in the event of non-performance by counterparties to its hedging derivatives. To manage credit risks, the Company carefully selects counterparties, conducts transactions with multiple counterparties which limits its exposure to any single counterparty and monitors the market position of the program and its relative market position with each counterparty.

The fair value of the liabilities associated with the Company’s interest rate swaps and cumulative losses resulting from changes in the fair value of the effective portion of derivative instruments and recognized within accumulated other comprehensive loss (“OCL”) were as follows (in 000s):

December 31, 2009

December 31, 2008

December 31, 2009

December 31, 2008

Loss in

accumulated OCL

Fair Value of

accumulated OCL (net

(net of

Derivative Type

Swap Liabilities

of tax)

tax)

Interest rate swaps (a)

42,823

60,028

21,772

36,700

(a) See Note 8 for further discussion on measuring fair value of the interest rate swaps.

F-23

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~The~~liabilities ~~effect~~for ofderivatives ~~derivative~~qualifying ~~instruments~~as oncash ~~comprehensive~~flow ~~loss~~hedges ~~for~~totaled ~~the~~$104,000 ~~year~~and ~~ended~~$62,000 at December 31, ~~2009~~2010 ~~was~~and asDecember 31, ~~follows~~2009, ~~(in 000s):~~respectively.

Gain

recognized on

Loss recognized in

Loss reclassified from

ineffective portion

accumulated OCL

accumulated OCL into

Derivative Type

(net of tax)

expense (net of tax)

derivatives

Interest rate swaps

8,561

23,489

236

During September 2007 and January 2008, the Company entered into a total of five interest rate swaps under which it exchanged benchmark floating-rate interest payments for fixed-rate payments. At the inception of these swaps, the Company concluded that each of the interest rate swaps were hedges of specified cash flows. These interest rate swaps are as follows (in millions):

The effect of derivative instruments on comprehensive income for the year ended December 31, 2008 was as follows (in 000s):


										Portion of Effective		Remaining Effective
		Instrument	Weighted Average			Original Notional		De-designated		Hedge Expired		Hedge at
Effective Date	Expiration Date	Hedged	Fixed Rate			Amount		Portion		or Settled		December 31, 2010
Oct. 2007	Oct. 2012	Second Lien Term Facility (a)		4.66	%	$	250.0					$	250.0
Oct. 2007	Oct. 2012	Second Lien Term Facility (a)(d)		4.66	%		250.0	$	20.6				229.4
Oct. 2007	Oct. 2010	Second Lien Term Facility (a)(c)(d)		4.57	%		100.0		71.5	$	28.5		—
Oct. 2007	Oct. 2010	Second Lien Term Facility (a)(d)		4.57	%		100.0		100.0				—
Apr. 2008	Apr. 2010	Senior ABL Revolving Facility (b)		2.66	%		250.0				250.0		—

												Remaining
												Non-effective Hedge
										Portion		at
Effective Date	Expiration Date	Description				Notional Amount				Expired		December 31, 2010
Oct. 2007	Oct. 2012	De-designated (d)				$	20.6					$	20.6
Oct. 2007	Oct. 2010	De-designated (d)					71.5			$	71.5		—
Oct. 2007	Oct. 2010	De-designated (d)					100.0				100.0		—
Oct. 2009	Oct. 2010	Reverse Swap (e)					171.5				171.5		—
Oct. 2009	Oct. 2012	Reverse Swap (e)					20.6						20.6

Loss

recognized on

Loss recognized in

Loss reclassified from

ineffective portion

accumulated OCL

accumulated OCL into

Derivative Type

(net of tax)

expense (net of tax)

derivatives

Interest rate swaps

30,998

3,793

123


(a)		The agreements were executed to hedge only the benchmark portion of interest associated with a portion of the Second Lien Term Facility. Interest on this debt, which is settled on a quarterly basis, is based on a fluctuating rate of interest measured by reference to a benchmark interest rate, plus a borrowing margin, which was 3.5% for the LIBOR option at December 31, 2010.

(b)		This swap was executed to hedge the benchmark portion of interest associated with a portion of the Senior ABL Revolving Facility. Interest on this debt, which was settled on a quarterly basis, was based on a fluctuating rate of interest measured by reference to a benchmark interest rate, plus a borrowing margin.

(c)		During August, September and October 2009, the Company made a series of discounted prepayments on the Second Lien Term Facility resulting in a $227.8 million reduction in the outstanding principal balance. These repayments left a notional amount of $28.5 million on the Company’s interest rate swaps that no longer functioned as an effective hedge against the variability in expected future cash flows associated with the variable interest on the Second Lien Term Facility. As a result, the Company partially settled this interest rate swap in exchange for a termination fee of $1.2 million which was recognized as interest expense in the 2009 consolidated statement of operations.

(d)		In November 2009, the Company received net proceeds of $192.1 million in connection with the issuance of the 2019 Notes, which were used to prepay a portion of the outstanding principal of the Second Lien Term Facility at par value. As a result of this prepayment, $192.1 million of notional amounts on the Company’s interest rate swaps no longer qualified as an effective hedge against the variability in expected future cash flows associated with the variable interest on the Second Lien Term Facility. The Company de-designated them as hedging instruments and in doing so, reclassified $6.7 million of losses from accumulated other comprehensive loss to interest expense.

(e)		In November 2009, the Company entered into two additional interest rate swap agreements (the “reverse swaps”) which became effective October 2009. The reverse swaps cover a combined notional amount of debt totaling $192.1 million, of which $20.6 million is for a three-year period with a fixed interest rate of 1.51% and $171.5 million is for a one-year period with a fixed interest rate of 0.32%. The reverse swaps were intended to offset a portion of the fixed-rate payments under the swap agreements that were de-designated as cash flow hedges in November 2009.

The effect of derivative instruments not designated as hedging instruments on net (loss) income for the years ended December 31, 2009 and 2008 were as follows (in 000s):

	2009		2008
	Loss recognized on		Loss recognized on
Derivatives not designated as hedging instruments	derivative		derivatives
Interest rate swaps	$	7,702	$	—

(7) Acquisition

On July 11, 2008, the Company acquired certain rights and assets of FST Equipment Rentals, LLC and AER Holding Company, LLC (“AER”). Although the Company does not consider the AER acquisition material, this footnote is included for informational purposes. The acquisition, which consists primarily of rental fleet and three existing operations in Rhode Island, Massachusetts and Connecticut, enabled the Company to establish a presence in the northeastern United States. The rights and assets were acquired in exchange for consideration of $33.4 million subject to certain post close adjustments. The consideration consisted of $33.0 million of cash payments, $0.2 million of transaction costs and $0.2 million of liabilities assumed. The aggregate purchase price allocated to the assets acquired and the liabilities assumed based on fair value information that was then currently available. The excess of the purchase price over the fair value of the identifiable tangible and intangible assets acquired, which totaled $8.6 million, was allocated to goodwill. Other intangible assets acquired consist of customer relationships, non-compete agreements and the AER tradename, which were assigned fair values of $3.1 million, $1.5 million and $0.3 million, respectively. During the year ended December 31, 2009, the Company revised estimates of fair value for certain acquired assets resulting in a net increase to goodwill of $2.1 million. The asset valuations and other post-close adjustments were finalized during the second quarter of 2009. The results of operations for this acquisition, which are not material, have been included in the Company’s consolidated results of operations from the date of the acquisition. Given the immaterial nature of the acquired business and operations, the Company omitted the pro-forma disclosures typically presented to disclose the impact of an acquired business on operations.

F-24

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

( The Company presents derivatives in the consolidated balance sheet as either assets or liabilities depending on the rights or obligations under the contract. Derivatives are measured and reported in the consolidated balance sheets at fair value. At December 31, 2010 and December 31, 2009, the fair value of the Company’s interest rate swaps in a liability position totaled $33.7 million and $42.8) ~~Fair~~million, ~~Value~~respectively, and are classified within accrued expenses and other current and long-term liabilities in the consolidated balance sheets. At December 31, 2010, the fair value of the Company’s interest rate swap in an asset position totaled $0.3 million, and is classified within other current assets in the consolidated balance sheet.

The fair value of liabilities associated with the Company’s interest rate swaps and cumulative losses resulting from changes in the fair value of the effective portion of derivative instruments designated as hedging instruments and recognized within accumulated other comprehensive income (loss) (“OCIL”) were as follows (in 000s):

December 31, 2010

December 31, 2009

December 31, 2010

December 31, 2009

Loss in

Fair Value of

Accumulated OCIL

Derivative Type

Swap Liabilities

(Net of Tax) (b)

(Net of Tax)

Interest rate swaps designated as hedges (a)

32,285

35,755

19,630

21,772

Interest rate swaps not designated as hedges (a)

1,388

7,068

N/A


(a)		See Note 7 for further discussion on measuring the fair value of the interest rate swaps.

(b)		The Company settled its interest rate swaps and reverse swaps in January 2011 and in doing so reclassified all related losses in accumulated other comprehensive income (loss) at December 31, 2010 into earnings. See Note 20 for additional information.

The fair value of the asset associated with the Company’s interest rate swaps not designated as a hedge totaled $0.3 million at December 31, 2010.

The effect of derivative instruments on comprehensive loss for the years ended December 31, 2010 and 2009 was as follows (in 000s):


					Loss Reclassified		Loss (Gain)
			Loss Recognized in		from Accumulated		Recognized on
	Years ended		Accumulated OCIL		OCIL into Expense		Ineffective Portion
Derivative Type	December 31,		(Net of Tax)		(Net of Tax)		of Derivatives
Interest rate swaps		2010	$	11,639	$	13,781	$	42

Interest rate swaps		2009	$	8,561	$	23,489	$	(236	)

F-25

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The effect of derivative instruments not designated as hedging instruments on net (loss) income for the years ended December 31, 2010 and 2009 was as follows (in 000s):


	2010		2009
	Loss Recognized on		Loss Recognized on
Derivatives not designated as hedging instruments	Derivative		Derivatives
Interest rate swaps	$	294	$	7,702

(7)

Fair Value

Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

• Level 1 — Observable inputs such as quoted prices in active markets; • Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and • Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

~~Liabilities~~• ~~measured~~Level at2 ~~fair~~— ~~value~~Inputs, onother athan ~~recurring~~the ~~basis~~quoted asprices ofin ~~December 31~~active markets, ~~2009~~that are asobservable ~~follows (in~~either ~~000s):~~ directly or indirectly; and

			Quoted Prices in
			Active Markets for		Significant Other		Significant
	Fair Value December		Identical Assets		Observable Inputs		Unobservable Inputs
	31, 2009		(Level 1)		(Level 2)		(Level 3)
Interest rate derivatives (a)	$	42,823	$	—	$	42,823	$	—

•

Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

~~(a)~~Assets ~~The~~and ~~Company’s~~liabilities ~~interest~~measured ~~rate~~at ~~derivative~~fair ~~instruments~~value ~~are not traded~~ on a ~~market~~recurring ~~exchange,~~basis ~~the~~as ~~fair~~of ~~values~~December 31, 2010 are ~~determined~~as follows ~~using valuation models which include assumptions about the Company’s credit risk and interest rates based on those observed~~ (in ~~the underlying markets (LIBOR swap rate~~000s).:

As of December 31, 2009, no assets were measured at fair value on a recurring basis and no assets or liabilities were measured at fair value on a nonrecurring basis.


					Significant
			Quoted Prices in		Other		Significant
			Active Markets for		Observable		Unobservable
	Fair Value		Identical Assets		Inputs		Inputs
	December 31, 2010		(Level 1)		(Level 2)		(Level 3)
Liabilities from interest rate derivatives (a)	$	33,673	$	—	$	33,673	$	—
Assets from interest rate derivatives (a)		293		—		293		—

(9a) ~~Accumulated~~ ~~Other~~The ~~Comprehensive~~Company’s ~~Income~~interest rate derivative instruments are not traded on a market exchange and therefore the fair values are determined using valuation models which include assumptions about interest rates and the Company’s and the counterparty’s credit risk based on those observed in the underlying markets (~~Loss~~LIBOR swap rate) .

~~Accumulated~~As ~~other comprehensive income (loss) components as~~ of December 31, ~~2009~~2010, no assets or liabilities were asmeasured at fair value on a ~~follows:~~nonrecurring basis.

						Accumulated Other
			Fair Market Value of Cash			Comprehensive Income
	Foreign Currency Translation		Flow Hedges			(Loss)
	(in 000s)
Balance at December 31, 2008	$	1,902	$	(36,700	)	$	(34,798	)
Foreign currency translation		14,065		—			14,065
Change in fair value of cash flow hedges, net of tax		—		14,928			14,928
Balance at December 31, 2009	$	15,967	$	(21,772	)	$	(5,805	)

(8)

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (10loss) ~~Common~~components ~~and~~as ~~Preferred~~of ~~Stock~~December 31, 2010 were as follows:

Common Stock


	Foreign					Accumulated Other
	Currency		Fair Market Value			Comprehensive
	Translation		of Cash Flow Hedges			Income (Loss)
	(in 000s)
Balance at December 31, 2009	$	15,967	$	(21,772	)	$	(5,805	)
Foreign currency translation		5,755		—			5,755
Change in fair value of cash flow hedges, net of tax		—		2,142			2,142

Balance at December 31, 2010	$	21,722	$	(19,630	)	$	2,092

~~The Company has authorized 1,000 shares of no~~F-~~par common stock. At December 31, 2009 there~~26 ~~were 1,000 shares issued and outstanding. All shares are owned by RSC Holdings II, LLC.~~

The Company’s ability to pay dividends to holders of common stock is limited as a practical matter by the Senior Credit Facilities and the indenture governing the Notes. In addition, if the contingent earn-out notes are issued, the Company’s ability to pay dividends will be restricted by its obligation to make certain mandatory prepayments to the holders of such notes.

F-25

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~Preferred~~(9) Common Stock

~~Prior~~Common ~~to the Recapitalization, RSC had authorized 200 shares of Series A preferred stock, of~~Stock which 154 shares were issued and outstanding with an affiliate. Holders of the Series A preferred stock were entitled to receive dividends when declared by the Board. Dividends of $8.0 million were paid for the year ending December 31, 2006. These shares were cancelled as part of the Recapitalization.

The Company has authorized 1,000 shares of no-par common stock. At December 31, 2010 there were 1,000 shares issued and outstanding. All shares are owned by RSC Holdings II, LLC.

The Company’s ability to pay dividends to holders of common stock is limited as a practical matter by the Senior ABL Facilities, the Second Lien Facility and the indentures governing the Notes. In addition, if the contingent earn-out notes are issued, the Company’s ability to pay dividends will be restricted by its obligation to make certain mandatory prepayments to the holders of such notes.

(10)

Insurance Recoveries

During 2010, the Company recorded losses of $0.9 million for flood damage to the Company’s rental equipment and property located in Nashville, Tennessee. The Company recorded a receivable due from the Company’s casualty insurance carrier with an offsetting reduction to expense for the amount of the loss incurred. During 2010, the Company received proceeds of $1.7 million related to this matter, of which $0.9 million was applied against the receivable with the remaining $0.8 million recognized as a gain within other operating gains, net in the consolidated statement of operations for the year ended December 31, 2010. During 2010, the Company also received $2.6 million of insurance recoveries for hurricane damage to the Company’s rental equipment and property during 2008. The gain was recognized within other operating gains, net in the consolidated statement of operations for the year ended December 31, 2010. During 2009, the Company received $7.1 million of insurance proceeds related to the hurricane matter, of which $6.9 million was applied against the receivable with the remaining $0.2 million recognized as a gain, within other operating gains, net in the consolidated statement of operations for the year ended December 31, 2009. The gains on the recoveries described above represent the difference between the replacement value of certain assets and their carrying values. Recoveries in excess of costs are considered gain contingencies and are not recognized until they are received.

(11)

Income Taxes

The components of the (benefit) provision for income taxes are as follows:

	Years Ended December 31,
	2009			2008			2007
	2010			2009			2008
	(in 000s)			~~(in 000s)~~
Domestic federal:
Current	$	~~386~~(44,893	)	$	~~18,441~~386		$	3118,~~661~~441
Deferred		~~(32~~1,~~521~~738	)		41(32,~~032~~521	)		3141,~~057~~032
		(32,135	)		59,473			62,718
		(43,155	)		(32,135	)		59,473
Domestic state
Domestic state:
Current		~~(372~~1,073	)		~~8,326~~(372	)		58,~~661~~326
Deferred		(34,~~930~~285	)		1(3,~~583~~930	)		31,~~132~~583
Total domestic		(3646,~~437~~367	)		69(36,~~382~~437	)		7169,~~511~~382
Foreign federal:
Current		(72,798	)		~~4,399~~(7	)		64,~~413~~399
Deferred		(~~881~~150	)		(~~842~~881	)		~~1,336~~(842	)
Total foreign		~~(888~~2,648	)		~~3,557~~(888	)		73,~~749~~557
	$	(3743,~~325~~719	)	$	72(37,~~939~~325	)	$	7972,~~260~~939

~~A reconciliation of the (benefit) provision for income taxes and the amount computed by~~F-27 ~~applying the statutory federal income tax rate of 35% to (loss) income before (benefit) provision for income taxes is as follows:~~

	Years Ended December 31,
	2009			2008			2007
				(in 000s)
Computed tax at statutory tax rate	$	(33,839	)	$	68,400		$	70,880
Permanent items		735			1,017			793
State income taxes, net of federal tax benefit		(2,625	)		8,076			7,152
Difference between federal statutory and foreign tax rate		(242	)		(862	)		(323	)
Change in tax reserves		442			(489	)		—
Change in estimated tax rates		(2,680	)		(3,241	)		—
Expiration of stock appreciation rights		946			—			—
Other		(62	)		38			758
(Benefit) provision for income taxes	$	(37,325	)	$	72,939		$	79,260

F-26

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~and~~ A ~~2008~~reconciliation ~~were~~of ~~$59.1 million~~the ~~and $55.4~~(benefit) ~~million,~~provision ~~respectively.~~for ~~Upon~~income ~~distribution~~taxes ofand ~~those earnings, in~~ the ~~form~~amount ofcomputed ~~dividends~~by applying ~~or otherwise,~~ the ~~Company~~statutory ~~would~~federal ~~be subject to both U.S.~~ income ~~taxes~~ ~~(subject to an adjustment for foreign~~ tax ~~credits)~~rate ~~and~~of ~~withholding~~35% ~~taxes payable~~ to ~~the foreign~~(loss) income ~~country.~~before ~~A hypothetical calculation of the deferred tax liability assuming that earnings~~(benefit) provision ~~were~~for ~~repatriated~~income taxes is ~~not~~as ~~practicable.~~follows:


	Years Ended December 31,
	2010			2009			2008
				(in 000s)
Computed tax at statutory tax rate	$	(41,032	)	$	(33,839	)	$	68,400
Permanent items		613			735			1,017
State income taxes, net of federal tax benefit		(3,330	)		(2,625	)		8,076
Difference between federal statutory and foreign tax rate		(596	)		(242	)		(862	)
Change in tax reserves		536			442			(489	)
Change in estimated tax rates		(119	)		(2,680	)		(3,241	)
Expiration of stock appreciation rights		—			946			—
Expiration of stock options		263			—			—
Other		(54	)		(62	)		38

(Benefit) provision for income taxes	$	(43,719	)	$	(37,325	)	$	72,939

The Company’s investment in its foreign subsidiary is permanently invested abroad and will not be repatriated to the U.S. in the foreseeable future. Under GAAP, because those earnings are considered to be indefinitely reinvested, no U.S. federal or state deferred income taxes have been provided thereon. Total undistributed earnings at December 31, 2010 and 2009 were $66.0 million and $59.1 million, respectively. Upon distribution of those earnings, in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the foreign country. A hypothetical calculation of the deferred tax liability assuming that earnings were repatriated is not practicable.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows at:

	December 31,
	2009		2008
	2010		2009
	(in 000s)
Deferred tax assets:
Accruals	$	2321,~~028~~164	$	2723,~~481~~028
Federal tax benefit of state reserves		302		105
Federal credits		154		—
Deferred financing costs (derivative)		13,920		23,030
Federal tax benefit of state reserves		343		302
State credits		839		610
Deferred financing costs (derivative)		12,550		13,920
Net operating loss		23,653		—
State credits		839		839
Total deferred tax assets		61,742		51,226
Net operating loss		78,478		23,653
Total deferred tax assets (a)(b)		113,528		61,742
Deferred tax liabilities:
Intangibles		5564,~~884~~542		4755,~~073~~884
Capitalized leases		1,~~289~~455		91,~~553~~289
Property and equipment		~~303~~342,~~802~~711		~~331~~303,~~707~~802
Foreign		9,~~466~~809		89,~~956~~466
Deferred financing costs		47,~~046~~961		—4,046
Total deferred tax liabilities		~~374~~426,~~487~~478		~~397~~374,~~289~~487
Net deferred tax liability	$	312,~~745~~950	$	~~346~~312,~~063~~745

~~In assessing the realizability of deferred tax assets, management considers whether it is more~~F-28 likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.

The Company files income tax returns in the U.S. federal jurisdiction, and various states and Canadian jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal income tax examinations for years prior to 2007 or state and local income tax examinations by tax authorities for years before 2004. With few exceptions, the Company is no longer subject to Canadian income tax examinations by tax authorities for years before 2005. The Company’s unrecognized tax benefits and accrued interest and penalties were decreased by approximately $1.3 million and $0.5 million, respectively, during 2009 as a result of the settlement of the Canadian examinations. The Company released an additional $0.9 million in unrecognized tax benefits due to a change in positions taken on prior year returns. Furthermore, the Company’s unrecognized tax benefits and accrued interest and penalties were increased by approximately $4.1 million and $0.3 million, respectively, during 2009 due to unrecognized tax benefits identified during 2009.

F-27

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

	Unrecognized
(a)	Current deferred tax assets of approximately $17.9 million and $43.7 million were included in the consolidated balance sheets at December 31, 2010 and 2009, respectively.
	Tax Benefits
(b)	Noncurrent deferred tax assets of approximately $95.6 million and $18.0 million were included in the consolidated balance sheets at December 31, 2010 and 2009, respectively.
	(in 000s)
Balance at January 1, 2009	$	4,653
Additions based on tax positions related to the prior year		3,134
Additions based on tax positions related to the current year		1,046
Reductions based on tax positions related to prior years		(923	)
Reductions for tax positions related to prior years — Settlements		(1,250	)
Balance at December 31, 2009	$	6,660

~~The~~In ~~total~~assessing ~~amount~~the realizability of ~~unrecognized~~deferred tax ~~benefits~~assets, asmanagement considers whether it is more likely than not that some portion or all of ~~December 31,~~the ~~2009~~deferred ~~and~~tax asassets will not be realized. The ultimate realization of ~~December 31,~~deferred tax assets is dependent upon the generation of future taxable ~~2008~~income ~~was~~during ~~approximately~~the ~~$6.7 million~~periods ~~and~~in ~~$4.6 million,~~which ~~respectively~~those temporary differences become deductible. OfManagement considers the ~~unrecognized~~scheduled reversal of deferred tax ~~benefits,~~ ~~$6.2 million~~liabilities, ifprojected ~~recognized~~future taxable income, ~~would~~and tax ~~affect~~planning ~~the~~strategies ~~effective~~in ~~tax~~making ~~rate~~this assessment. ~~The~~Based ~~Company~~upon ~~anticipates~~the level of historical taxable ~~that~~income and projections for future taxable income over the ~~total~~periods ~~amount~~in ofwhich ~~unrecognized~~the deferred tax ~~benefits~~assets are ~~will~~deductible, ~~decrease~~management bybelieves ~~$5.3 million~~it ~~over~~is more likely than not that the ~~next~~Company will realize the ~~twelve~~benefits ~~months~~of these deductible differences. The ~~total~~ amount of ~~accrued~~the ~~interest~~deferred ~~and~~tax ~~penalties~~asset asconsidered realizable, ~~of December 31~~however, ~~2009~~could ~~and~~be asreduced in the near term if estimates of ~~December 31,~~ ~~2008~~future ~~was~~taxable ~~approximately~~income ~~$0.7 million~~during the ~~and~~carryforward ~~$0.7 million,~~period ~~respectively~~are reduced.

During 2010, the Company released $1.1 million and $0.3 million unrecognized tax benefits and accrued interest and penalties, respectively, due to the lapse of statute of limitations. Additionally, the Company released $1.1 million in unrecognized tax benefits related to prior years. Furthermore, the Company’s unrecognized tax benefits and accrued interest and penalties were increased by approximately $0.3 million and $0.05 million respectively during 2010 due to unrecognized tax benefits identified during 2010.


	Unrecognized Tax
	Benefits
	(in 000s)
Balance at January 1, 2010	$	6,660
Additions based on tax positions related to the prior year		259
Reductions based on tax positions related to prior years		(1,046	)

Balance at December 31, 2010	$	5,873

The total amount of unrecognized tax benefits as of December 31, 2010 and as of December 31, 2009 was approximately $5.9 million and $6.7 million, respectively. Of the unrecognized tax benefits, $5.4 million, if recognized, would affect the effective tax rate. The Company anticipates that the total amount of unrecognized tax benefits will decrease by $0.3 million over the next twelve months. The total amount of accrued interest and penalties as of December 31, 2010 and as of December 31, 2009 was approximately $1.1 million and $0.7 million, respectively.

Prior to the Recapitalization, the Company’s consolidated financial statements were prepared based on activities, which were “carved-out” from those retained by Atlas. At that time, the Company’s balance sheet reflected an income taxes payable amount, which represented the estimated federal and state income tax liability applicable to the “carve-out” entity less amounts that Atlas had charged the Company for income taxes prior to the Recapitalization. During the third quarter of 2008, the Company determined that it was not liable for approximately $7.1 million of this amount. The Company accounted for this adjustment as a true-up to the Recapitalization entry, by reducing income taxes payable with an offsetting decrease to accumulated deficit.

F-29

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

During the fourth quarter of 2009, the Company determined that it had $6.5 million of deferred tax liabilities that were indemnified by Atlas as part of the Recapitalization. The Company accounted for this adjustment as a true-up to the Recapitalization entry by reducing deferred tax liabilities with an offsetting decrease to accumulated deficit.

Unrecognized tax benefits and associated interest and penalties of $0.67 million as of December 31, ~~2009~~2010 and $20.36 million as of December 31, ~~2008~~2009 are indemnified by Atlas through a separate agreement with Atlas (“Indemnified Positions”). The Company has established a receivable on its financial statements for these positions. Any future increase or decrease to the Indemnified Positions would result in a corresponding increase or decrease to its receivable balance from Atlas (“Indemnification Receivable”) and would not have an effect on the Company’s income tax expense. Unrecognized tax benefits and the associated interest and penalties of $6.73 million as of December 31, ~~2009~~2010 and $36.07 million as of December 31, ~~2008~~2009 are uncertain tax positions not related to the Indemnified Positions (“Un-indemnified Positions”). Interest and penalties associated with the Un-indemnified Positions are recorded as part of income tax expense.

(12) Commitments and Contingencies

At December 31, ~~2009~~2010, the Company had total available irrevocable letters of credit facilities outstanding of $3859.24 million. Such irrevocable commercial and standby letters of credit facilities support various agreements, leases, and insurance policies. The total outstanding letters of credit include amounts with various suppliers that guarantee payment of rental equipment purchases upon reaching the specified payment date.

The Company is subject to various laws and related regulations governing environmental matters. Under such laws, an owner or lessee of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on or in, or emanating from, such property, as well as investigation of property damage. The Company incurs ongoing expenses and records applicable accruals associated with the removal of underground storage tanks and the performance of appropriate remediation at certain of its locations. The Company believes that such removal and remediation will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

F-28

RSC HOLDINGS III, LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(13) Leases

Included in property and equipment in the consolidated balance sheets are the following assets held under capital leases at:

	December 31,
	2009			2008
	2010			2009
	(in 000s)
Leased equipment	$	~~183~~195,~~225~~351		$	~~217~~183,~~739~~225
Less accumulated depreciation and amortization		(95113,~~053~~787	)		(9095,~~435~~053	)
Leased equipment	$	8881,~~172~~564		$	~~127~~88,~~304~~172

Capital lease obligations consist primarily of vehicle leases with periods expiring at various dates through ~~2016~~2018 at variable interest rates. Capital lease obligations amounted to $8477.8 million and $~~124~~84.18 million at December 31, ~~2009~~2010 and ~~2008~~2009, respectively.

The Company also rents equipment, real estate and certain office equipment under operating leases. Certain real estate leases require the Company to pay maintenance, insurance, taxes and certain other expenses in addition to the stated rentals. Lease expense under operating leases amounted to $5153.48 million, $5251.84 million and $4652.08 million for the years ended December 31, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008, respectively.

~~Future minimum lease payments, by year and in the aggregate, for capital leases are as follows~~F-30 ~~at:~~

	December 31,
	(in 000s)
2010	$	27,600
2011		21,692
2012		16,111
2013		11,250
2014		6,274
Thereafter		2,546
Total minimum lease payments	$	85,473
Less amount representing interest (0.38% at December 31, 2009)		(640	)
Capital lease obligations	$	84,833

Future minimum lease payments, by year and in the aggregate, for noncancelable operating leases with initial or remaining terms of one year or more are as follows at:

	December 31,
	(in 000s)
2010	$	51,442
2011		44,796
2012		34,139
2013		21,689
2014		11,751
Thereafter		18,422
Total minimum lease payments	$	182,239
Less amount representing executed subleases		(3,815	)
Total minimum lease payments, net of subleases	$	178,424

F-29

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Future minimum lease payments, by year and in the aggregate, for capital leases are as follows at:


	December 31,
	(in 000s)
2011	$	26,279
2012		20,243
2013		15,477
2014		9,927
2015		4,784
Thereafter		3,986

Total minimum lease payments	$	80,696

Less amount representing interest (1.43% at December 31, 2010)		(2,908	)

Capital lease obligations	$	77,788

Future minimum lease payments, by year and in the aggregate, for noncancelable operating leases with initial or remaining terms of one year or more are as follows at:


	December 31,
	(in 000s)
2011	$	53,761
2012		45,105
2013		29,025
2014		17,837
2015		11,623
Thereafter		13,354

Total minimum lease payments	$	170,705

Less amount representing executed subleases		(4,391	)

Total minimum lease payments, net of subleases	$	166,314

(14) Legal and Insurance Matters

The Company is party to legal proceedings and potential claims arising in the ordinary course of its business. In the opinion of management, the Company has adequate legal defenses, reserves, and insurance coverage with respect to these matters so that the ultimate resolution will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. The Company has recorded accrued liabilities of $3029.02 million and $3730.20 million at December 31, ~~2009~~2010 and ~~2008~~2009, respectively, to cover the uninsured portion of estimated costs arising from these pending claims and other potential unasserted claims. The Company records claim recoveries from third parties when such recoveries are certain of being collected.

(15) Affiliated Company Transactions

Sales and rentals to ~~affiliated~~Atlas ~~companies~~ of $~~419~~206,000, $39419,000 and $~~134~~39,000 in ~~2009~~2010, ~~2008~~ 2009 and ~~2007~~2008, respectively, are included in revenues in the accompanying consolidated statements of operations. Amounts paid to ~~affiliates~~Atlas for rental equipment and other purchases and for equipment rental were $1446.5 4 million, $2114.95 million and $4021.29 million in ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008, respectively. ~~Affiliated~~ ~~payables~~Amounts payable to Atlas were $522.0 million and $45.10 million at December 31, ~~2009~~2010 and ~~2008~~2009, respectively.

As part of the Recapitalization, Atlas assumed certain liabilities of the Company existing on the closing date, including tax liabilities for personal property and real estate. Additionally, Atlas agreed to indemnify the Company of any and all liabilities for income taxes which are imposed on the Company for a taxable period prior to the closing date of the Recapitalization. As the legal obligation for any such payments still resides with the Company, on the date of the Recapitalization, the Company recorded a receivable for any recorded liabilities to be paid by Atlas. At December 31, ~~2009~~2010 and ~~2008~~2009, the Company had receivables of $0.96 million and $20.5 9 million, respectively, for such amounts, which are recorded within other long-term assets in the consolidated balance sheets.

~~During the year ended December~~ F-31~~, 2008, Atlas paid $0.7 million on the Company’s behalf.~~ These amounts had been included in the December 31, 2008 Indemnification Receivable. Additionally, in 2007, the Company recorded a $4.5 million capital contribution for an additional indemnification payment received from Atlas related to the modification of certain software agreements pursuant to the Recapitalization.

On the Recapitalization closing date, the Company entered into a monitoring agreement with the Sponsors, pursuant to which the Sponsors would provide the Company with financial, management advisory and other services. The agreement was terminated on May 29, 2007 upon the closing of the Company’s initial public offering. During the year ended December 31, 2007, the Company paid $23.0 million to the Sponsors under the monitoring agreement. Included in the 2007 amount is a termination fee of $20.0 million that RSC Holdings paid to the Sponsors in connection with the closing of the initial public offering of RSC Holdings common stock on May 29, 2007, to terminate this monitoring agreement. Additionally, upon termination of the monitoring agreement, the Company entered into a cost reimbursement agreement with the Sponsors pursuant to which they will be reimbursed for expenses incurred in connection with their provision of certain advisory and other services. For each of the years ended December 31, 2009 and 2008 the Company paid the Sponsors approximately $12,000 and $96,000, respectively, under this agreement.

(16) Employee Benefit Plans

The Company currently sponsors a defined contribution 401(k) plan that is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Company also sponsors a defined contribution pension plan for the benefit of full-time employees of its Canadian subsidiary. Under these plans, the Company matches a percentage of the participants’ contributions up to a specified amount. Company contributions to the plans were $5.5 million, $7.0 million and $6.6 million for the years ended December 31, 2009, 2008 and 2007, respectively.

The Company sponsors a deferred compensation plan whereby amounts earned and contributed by an employee are invested and held in a Company created “rabbi trust”. Rabbi trusts are employee directed and administered by a third party. As the assets of the trust are available to satisfy the claims of general creditors in the event of Company bankruptcy, the amounts held in the trust are accounted for as an investment and a corresponding liability in the accompanying consolidated balance sheets and amounted to $2.2 million and $1.8 million at December 31, 2009 and 2008, respectively.

F-30

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company has a cost reimbursement agreement with the Sponsors pursuant to which they will be reimbursed for expenses incurred in connection with their provision of certain advisory and other services. For the year ended December 31, 2009, the Company paid the Sponsors approximately $12,000 under this agreement. In the year ended December 31, 2010, there were no payments made to the Sponsors.

(16) Employee Benefit Plans

The Company currently sponsors a defined contribution 401(k) plan that is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Company also sponsors a defined contribution pension plan for the benefit of full-time employees of its Canadian subsidiary. Under these plans, the Company matches a percentage of the participants’ contributions up to a specified amount. Company contributions to the plans were $5.7 million, $5.5 million and $7.0 million for the years ended December 31, 2010, 2009 and 2008, respectively.

The Company sponsors a deferred compensation plan whereby amounts earned and contributed by an employee are invested and held in a Company created “rabbi trust”. Rabbi trusts are employee directed and administered by a third party. As the assets of the trust are available to satisfy the claims of general creditors in the event of Company bankruptcy, the amounts held in the trust are accounted for as an investment and a corresponding liability in the accompanying consolidated balance sheets and amounted to $2.3 million and $2.2 million at December 31, 2010 and 2009, respectively.

(17) Share-Based Compensation Plans

Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense over the requisite service period (generally the vesting period) in the consolidated financial statements based on their fair values. The Company did not grant any employee stock options prior to the Recapitalization in November 2006.

Stock Incentive Plan

~~After~~The ~~the Recapitalization,~~ RSC Holdings ~~adopted the RSC Holdings~~ Inc. Amended and Restated Stock Incentive Plan, (the “Plan”) ~~which~~ provides for the grant of non qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, deferred shares and ~~may offer~~ common shares for purchase by the Company’s eligible employees and directors. The Board of Directors administers the Plan, which was adopted in December 2006 and amended and restated in May 2007 and April 2008. In April 2008, the Plan was amended to provide for the issuance of an additional 3,600,000 shares. There are 10,982,943 shares of common stock authorized under the Plan of which 3,~~778~~297,~~256~~545 remain available at December 31, ~~2009~~2010. The exercise price for stock options granted under the Plan will be no less than market value on the date of grant. Options granted under the Plan generally vest ratably over a four or five-year ~~vesting~~ service period and have a ten-year contractual ~~term~~terms. In addition to the service based options, RSC Holdings also granted performance based options in 2006 with equivalent terms to those described above except that the annual vesting is contingent on the Company achieving certain ~~defined~~ defined performance targets. In April 2010, the Board of Directors approved the Long-Term Incentive Equity Awards (“LTI”) to certain officers of the Company. The LTI consists of a combination of performance-based restricted stock units, time-based restricted stock units, and premium priced stock options.

Accounting for Stock Options

The fair values of option awards are estimated using a Black-Scholes option pricing model that uses the assumptions noted in the following table. Expected volatility is estimated through a review of the Company’s historical stock price volatility and that of the Company’s competitors, adjusted for future expectations. Expected term, which represents the period of time that options granted are expected to be outstanding, is estimated using expected term data disclosed by comparable companies and through a review of other factors expected to influence behavior such as expected volatility. Groups of employees that are expected to have similar exercise behavior are considered separately for valuation purposes. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve.

	Years Ended December 31,
	2009			2008			2007
Expected volatility		68.0	%		51.1	%		40.0	%
Dividend yield		—			—			—
Expected term (in years)		5.2			4.4			4.2
Risk-free interest rate		2.4	%		1.8	%		3.9	%
Weighted average grant date fair value of options granted	$	4.55		$	3.43		$	5.19

F-32

F-31

RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


	Years Ended December 31,
	2010			2009			2008
Expected volatility		67.7	%		68.0	%		51.1	%
Dividend yield		—			—			—
Expected term (in years)		5.9			5.2			4.4
Risk-free interest rate		2.8	%		2.4	%		1.8	%
Weighted average grant date fair value of options granted	$	4.47		$	4.55		$	3.43

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Filing Compare · RSC Holdings III, LLC