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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, 2008FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2008
 -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
  RSC Equipment Rental, Inc.
  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
 Securities registered pursuant to Section 12(b) of the Act:  Securities registered pursuant to Section 12(g) of the Act:
 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.
 o þ
 þ o
 þ o
 þ
  Large
accelerated
filer oAccelerated
filer oNon-accelerated
filer þ(Do not check if a smaller reporting company)Smaller reporting company o o þ
  Documents Incorporated by Reference:




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TABLE OF CONTENTS
 Cautionary Statement for Forward-Looking Information
    iiPART I
    
    
    
    
    1Item 1.
    
    Business
    
    
    1Item 1A.
    
    Risk Factors.
    
    
    11Item 1B.
    
    Unresolved Staff Comments
    
    
    21Item 2.
    
    Properties
    
    
    22Item 3.
    
    Legal Proceedings
    
    
    22Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    22PART II
    
    
    
    
    23Item 5.
    
    Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of  Equity Securities
    
    
    23Item 6.
    
    Selected Financial Data
    
    
    24Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    27Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    46Item 8.
    
    Financial Statements and Supplementary Data
    
    
    47Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    47Item 9A.
    
    Controls and Procedures
    
    
    47Item 9B.
    
    Other Information
    
    
    47PART III
    
    
    
    
    48Item 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    48Item 11.
    
    Executive Compensation
    
    
    48Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    48Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    48Item 14.
    
    Principal Accountant Fees and Services
    
    
    49PART IV
    
    
    
    
    50Item 15.
    
    Exhibits and Financial Statement Schedules
    
    
    50EX-31.1EX-31.2EX-32.1
  i




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Introductory Note
   Cautionary Statement for Forward-Looking Information
    
    
    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;
    
    our ability to comply with our debt covenants;
    
    increased competition from other companies in our industry and market or customer
driven forces resulting in our inability to increase or maintain our prices;
    
    risks related to the credit markets willingness to continue to lend to borrowers
rated B- and C;
    
    our ability to generate cash and/or incur additional indebtedness to finance
equipment purchases;
    
    heavy reliance on centralized information systems;
    
    exposure to claims for personal injury, death and property damage resulting from
the use of equipment rented or sold by us;
 ii




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
    
    the effect of changes in laws and regulations, including those relating to the
environment and customer privacy, among others;
    
    fluctuations in fuel or supply costs;
    
    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 Item 1A of this Annual Report on Form 10-K under
the caption Risk Factors.
  iii




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PART I
 
 Item 1. Business
 Our Company
 Overview
   Organizational Overview
   1 2
  1




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Business Strategy
 Drive profitable volume growth.
 
    
    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.
 
    
    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; and
    
    close locations with unfavorable long-term prospects.
 Further enhance our industry leading customer service.
 2




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Business
    Operations
    Customers
   3




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
    
    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.
 ®
  Customer Service.
 Industry Overview
    
    
    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;
 4




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
    
    reducing storage, maintenance and transportation costs; and
    
    accessing the latest technology without investing in new equipment.
 Fleet
  Equipment Rental Fleet Breakdown
 As of December 31, 2008
    
    % of TotalAerial work platform (AWP) booms
    
    30.7Fork lifts
    
    22.9Earth moving
    
    15.9AWP scissors
    
    11.3Trucks
    
    4.7Air compressors
    
    3.3Generators/Light towers
    
    3.1Compaction
    
    2.3Other
    
    5.8
 Fleet Management Process.
    5




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Fleet Procurement.
  Fleet Age. Fleet Management Process
 Sales and Marketing
  
    
    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 or
non-construction, customers.
 Sales Force.
 6




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RSC Online ® . ®
 Information Systems
   
    
    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.
  Intellectual Property
  Competition
   7




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Business Environment and Outlook
  Employees
  Regulatory Matters
 Environmental, Health and Safety Matters
     8




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Transportation, Delivery and Sales Fleet
  Management
  Name
    
    Age
    
    PositionErik Olsson
    
    
    46
    
    
    President, Chief Executive Officer and DirectorRobert C. Fox II
    
    
    61
    
    
    Senior Vice President, Human ResourcesKevin Groman
    
    
    38
    
    
    Senior Vice President, General Counsel and Corporate SecretaryPhillip Hobson
    
    
    42
    
    
    Senior Vice President, Corporate OperationsDavid Ledlow
    
    
    50
    
    
    Senior Vice President, OperationsDavid Mathieson
    
    
    54
    
    
    Senior Vice President and Chief Financial Officer
 Erik Olsson
 Robert C. Fox II
 Kevin Groman
 Phillip Hobson
 David Ledlow
 9




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David Mathieson
 Available Information
  http://www.sec.gov
 10




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##### Table of Contents



Item 1A. Risk Factors.
 Our business is subject to a number of important risks and uncertainties, some of which are
described below. 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 could be hurt by a significant long-term economic downturn, a decline in
non-residential construction and industrial or non-construction, activities or a decline in the
amount of equipment that is rented.
  
    
    weakness or a downturn in the overall economy, including the onset of, or prolonged
exposure to, a recession and the reduced access to capital markets for funding of
projects;
    
    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.
  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.
   11




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Our revenues and operating results may fluctuate and any unexpected or continuous periods of
decline could have a material adverse effect on our business, financial condition, results of
operations and cash flows.
  
    
    downturn in the North American economy, including the reduced access to capital
markets for 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 used equipment market;
    
    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;
    
    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.
 12




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Our reliance on available borrowings under our Senior ABL Facilities 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.
   The effects of the recent global economic crisis may impact our revenue, operating results, or
financial condition.
  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.
  13




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If our operating costs increase as our rental fleet ages and we are unable to pass along such
costs, our earnings will decrease.
  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.
  Our rental fleet is subject to residual value risk upon disposition.
  
    
    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.
  Any 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.
  14




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Disruptions in our information technology systems could limit our ability to effectively monitor
and control our operations and adversely affect our operating results.
  The Sponsors or their affiliates may compete directly against us.
  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.
  
    
    potential disruption of our ongoing business and distraction of management;
    
    difficulty integrating the acquired business; and
    
    exposure to unknown liabilities.
  If we fail to retain key management and personnel, we may be unable to implement our business plan.
  15




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We are exposed to various possible claims relating to our business and our insurance may not fully
protect us.
   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.
  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.
    16




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We may not be able to adequately protect our intellectual property and other proprietary rights
that are material to our business.
  Certain of our existing stockholders have significant control.
   We face risks related to changes in our ownership.
  17




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Risks Related to Our Indebtedness
 We have substantial debt and may incur substantial additional 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.
   
    
    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 indebtedness;
    
    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 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, is at variable rates of interest;
    
    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 or borrow additional funds
in the future;
    
    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.
  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 substantial
indebtedness.
  We may not be able to generate sufficient cash to service all of our debt, and may be forced to
take other actions to satisfy our obligations under such indebtedness, which may not be successful.
  18




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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.
   Restrictive covenants in certain of the agreements and instruments governing our indebtedness may
adversely affect our financial flexibility.
  
    
    incur additional indebtedness or 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 other investments;
    
    change the nature of our business;
    
    incur liens;
 19




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
    
    take actions other than those enumerated; and
    
    amend specified debt agreements.
   
    
    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.
  The instruments governing our debt contain cross default or cross acceleration provisions that may
cause all of the debt issued under such instruments to become immediately due and payable as a
result of a default under an unrelated debt instrument.
  20




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Risks Related to Market and Economic Factors
 Our operating and financial performance in any given period might not meet the guidance we have
provided to the public.
  The certificate of incorporation, by-laws of RSC Holdings and Delaware law may discourage takeovers
and business combinations that its stockholders might consider in their best interests.
  
    
    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 our outstanding common stock.
   
 Item 1B.
    
    Unresolved Staff Comments
  21




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Item 2.
    
    Properties
   
 Item 3.
    
    Legal Proceedings
   
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
  22




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PART II
 
 Item 5.
    
    Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 Market Information
  Dividends
   23




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Item 6. Selected Financial Data
  Years Ended December 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004($ in thousands, except share data)Consolidated statements of income data:Revenues:Equipment rental revenue
    
    $
    1,567,254
    
    
    $
    1,543,175
    
    
    $
    1,368,712
    
    
    $
    1,140,329
    
    
    $
    984,517Sale of merchandise
    
    
    72,472
    
    
    
    80,649
    
    
    
    92,524
    
    
    
    102,894
    
    
    
    162,720Sale of used rental equipment
    
    
    125,443
    
    
    
    145,358
    
    
    
    191,652
    
    
    
    217,534
    
    
    
    181,486Total revenues
    
    
    1,765,169
    
    
    
    1,769,182
    
    
    
    1,652,888
    
    
    
    1,460,757
    
    
    
    1,328,723Cost of revenues:Cost of equipment rentals, excluding
depreciation
    
    
    692,613
    
    
    
    640,992
    
    
    
    591,241
    
    
    
    528,071
    
    
    
    495,210Depreciationrental equipment
    
    
    317,504
    
    
    
    295,248
    
    
    
    253,379
    
    
    
    212,325
    
    
    
    192,323Cost of merchandise sales
    
    
    49,370
    
    
    
    53,936
    
    
    
    61,675
    
    
    
    73,321
    
    
    
    124,616Cost of used rental equipment sales
    
    
    90,500
    
    
    
    103,076
    
    
    
    145,425
    
    
    
    173,276
    
    
    
    147,131Total cost of revenues
    
    
    1,149,987
    
    
    
    1,093,252
    
    
    
    1,051,720
    
    
    
    986,993
    
    
    
    959,280Gross profit
    
    
    615,182
    
    
    
    675,930
    
    
    
    601,168
    
    
    
    473,764
    
    
    
    369,443Operating expenses:Selling, general and administrative
    
    
    168,690
    
    
    
    156,688
    
    
    
    137,995
    
    
    
    122,847
    
    
    
    119,208Management fees and recapitalization
expenses (1)(2)
    
    
    
    
    
    
    23,000
    
    
    
    10,836
    
    
    
    
    
    
    
    Depreciation and
amortizationnon-rental equipment and
intangibles
    
    
    49,567
    
    
    
    46,226
    
    
    
    38,783
    
    
    
    33,776
    
    
    
    32,641Other operating gains, net
    
    
    (1,010
    )
    
    
    (4,850
    )
    
    
    (6,968
    )
    
    
    (4,836
    )
    
    
    (5,708
    )Total operating expenses, net
    
    
    217,247
    
    
    
    221,064
    
    
    
    180,646
    
    
    
    151,787
    
    
    
    146,141Operating income
    
    
    397,935
    
    
    
    454,866
    
    
    
    420,522
    
    
    
    321,977
    
    
    
    223,302Interest expense, net (3)
    
    
    201,849
    
    
    
    253,478
    
    
    
    197,085
    
    
    
    134,556
    
    
    
    74,496Other expense (income), net
    
    
    658
    
    
    
    (1,126
    )
    
    
    (311
    )
    
    
    (146
    )
    
    
    (74
    )Income before provision for income taxes
    
    
    195,428
    
    
    
    202,514
    
    
    
    223,748
    
    
    
    187,567
    
    
    
    148,880Provision for income taxes
    
    
    72,939
    
    
    
    79,260
    
    
    
    86,568
    
    
    
    66,488
    
    
    
    56,003Net income
    
    $
    122,489
    
    
    $
    123,254
    
    
    $
    137,180
    
    
    $
    121,079
    
    
    $
    92,877Preferred dividends
    
    
    
    
    
    
    
    
    
    
    (7,997
    )
    
    
    (15,995
    )
    
    
    (15,995
    )Net income available for common
stockholders
    
    $
    122,489
    
    
    $
    123,254
    
    
    $
    129,183
    
    
    $
    105,084
    
    
    $
    76,882Weighted average shares outstanding used
in computing net income per common
share:Basic and diluted
    
    
    1,000
    
    
    
    1,000
    
    
    
    1,000
    
    
    
    1,000
    
    
    
    1,000Net income per common share:Basic and diluted
    
    $
    122.49
    
    
    $
    123.25
    
    
    $
    129.18
    
    
    $
    105.08
    
    
    $
    76.88
 24




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##### Table of Contents



Years Ended December 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004($ in thousands)Other financial data:Depreciation of rental equipment and
depreciation and amortization of
non-rental equipment and intangibles
    
    $
    367,071
    
    
    $
    341,474
    
    
    $
    292,162
    
    
    $
    246,101
    
    
    $
    224,964Capital expenditures:Rental
    
    $
    258,660
    
    
    $
    580,194
    
    
    $
    721,258
    
    
    $
    691,858
    
    
    $
    419,900Non-rental
    
    
    15,319
    
    
    
    20,674
    
    
    
    28,592
    
    
    
    4,641
    
    
    
    33,490Proceeds from sales of used
equipment and non-rental equipment
    
    
    (131,987
    )
    
    
    (156,678
    )
    
    
    (207,613
    )
    
    
    (233,731
    )
    
    
    (215,622
    )Net capital expenditures
    
    $
    141,992
    
    
    $
    444,190
    
    
    $
    542,237
    
    
    $
    462,768
    
    
    $
    237,768Other operational data (unaudited):Utilization (4)
    
    
    70.1
    %
    
    
    72.8
    %
    
    
    72.0
    %
    
    
    70.6
    %
    
    
    67.7
    %Average fleet age (months)
    
    
    33
    
    
    
    26
    
    
    
    25
    
    
    
    30
    
    
    
    40Same store rental revenues growth (5)
    
    
    2.4
    %
    
    
    11.1
    %
    
    
    18.9
    %
    
    
    17.6
    %
    
    
    11.8
    %Employees (6)
    
    
    5,014
    
    
    
    5,486
    
    
    
    5,187
    
    
    
    4,938
    
    
    
    4,812Original equipment fleet cost (in
millions) (7)
    
    $
    2,695
    
    
    $
    2,670
    
    
    $
    2,346
    
    
    $
    1,975
    
    
    $
    1,754Consolidated balance sheet data:Rental equipment, net
    
    $
    1,766,978
    
    
    $
    1,929,514
    
    
    $
    1,738,670
    
    
    $
    1,420,545
    
    
    $
    1,127,481Total assets
    
    
    3,268,542
    
    
    
    3,454,369
    
    
    
    3,304,976
    
    
    
    2,764,431
    
    
    
    2,421,674Debt
    
    
    2,569,067
    
    
    
    2,736,225
    
    
    
    3,006,426
    
    
    
    2,352,380
    
    
    
    2,312,626Total liabilities
    
    
    3,225,422
    
    
    
    3,498,467
    
    
    
    3,739,609
    
    
    
    2,978,981
    
    
    
    2,744,220Total stockholders equity (deficit)
    
    
    43,120
    
    
    
    (44,098
    )
    
    
    (434,633
    )
    
    
    (214,550
    )
    
    
    (322,546
    )
 25




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##### Table of Contents



(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 management fee 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)
    
    Interest expense for the year ended December 31, 2007 includes a $4.6 million prepayment penalty related to the $230.7
million repayment of Senior Term Facility debt and the write-off of $5.0 million of deferred financing costs associated
with the repayment.(4)
    
    Utilization is defined as the average aggregate dollar value of equipment rented by customers (based on original rented
equipment cost) for the relevant period divided by the average aggregate dollar value of all equipment (based on original
equipment cost) for the relevant period.
  For the Years Ended December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004(in millions)Average aggregate dollar value of all equipment (original
cost)
    
    $
    2,731.2
    
    
    $
    2,535.7
    
    
    $
    2,197.8
    
    
    $
    1,861.1
    
    
    $
    1,779.0Average aggregate dollar value of equipment on rent
    
    
    1,913.9
    
    
    
    1,844.9
    
    
    
    1,582.8
    
    
    
    1,314.7
    
    
    
    1,205.1Utilization
    
    
    70.1
    %
    
    
    72.8
    %
    
    
    72.0
    %
    
    
    70.6
    %
    
    
    67.7
    %
 (5)
    
    Same store rental revenue growth 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.(6)
    
    Employee count is given as of the end of the period indicated and the data reflects the actual
head count as of each period presented.(7)
    
    Original Equipment Fleet Cost (OEC) is defined as the original dollar value of equipment purchased from the original
equipment manufacturer (OEM). Fleet purchased from non-OEM sources are assigned comparable OEC dollar value at the time of purchase.
 26




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
    Years Ended December 31,2008
    
    2007
    
    2006Total revenues
    
    $
    1,765,169
    
    
    $
    1,769,182
    
    
    $
    1,652,888Income before provision for income taxes
    
    
    195,428
    
    
    
    202,514
    
    
    
    223,748Net income
    
    
    122,489
    
    
    
    123,254
    
    
    
    137,180
  Years Ended December 31,2008
    
    2007
    
    2006Adjusted EBITDA (in millions) (a)
    
    $
    768.0
    
    
    $
    823.6
    
    
    $
    725.6Utilization (b)
    
    
    70.1
    %
    
    
    72.8
    %
    
    
    72.0
    %Average fleet age (months)
    
    
    33
    
    
    
    26
    
    
    
    25Original equipment cost (in millions) (c)
    
    $
    2,695
    
    
    $
    2,670
    
    
    $
    2,346
 
 (a)
    
    Defined as consolidated net income before net interest expense, income taxes and
depreciation and amortization and before certain other items, including share-based
compensation, management fees and recapitalization expenses. Adjusted EBITDA is not a
recognized measure under Generally Accepted Accounting Principles (GAAP). See
reconciliation between net income and adjusted EBITDA under Liquidity and Capital
Resources  Adjusted EBITDA.(b)
    
    Defined as average dollar value of equipment rented by customers (based on original
equipment cost) for the relevant period divided by the aggregate dollar value of all
equipment (based on original cost) for all equipment.(c)
    
    Defined as original dollar value of equipment purchased from the original equipment
manufacturer (OEM). Fleet purchased from non-OEM sources is assigned a comparable
original equipment cost (OEC) dollar value at the time of purchase.
  27




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##### Table of Contents



Business Environment and Outlook
     
    
    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 tend to place a heightened emphasis on maintenance during times of
economic slowdowns;
    
    Minimizing capital expenditures;
    
    Reducing headcount;
    
    Maximizing the utilization of our rental equipment by divesting excess fleet;
    
    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 Revolver; and
    
    Implementing cost reduction measures throughout our business.
 28




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Store Closures
  Industrial Presence
  Capital Expenditures
  Fleet Utilization
  Cash Flow
  Recent Developments
 Divisional Reorganization
  Acquisition Activity
  29




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Factors Affecting Our Results of Operations
   The Recapitalization
 Structure of the Recapitalization
  Accounting Treatment
  Initial Public Offering
  30




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##### Table of Contents



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 represents sales of contractor supplies, 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  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.
    31




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##### Table of Contents



Year Ended December 31, 2008 Compared with Year Ended December 31, 2007
  Percent of RevenueTwelve Months Ended
    
    
    Twelve Months EndedDecember 31,
    
    
    December 31,
    
    
    Increase (decrease)2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008 versus 2007Revenues: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
    
    
    
    8.1Depreciation rental
equipment
    
    
    317,504
    
    
    
    295,248
    
    
    
    18.0
    
    
    
    16.7
    
    
    
    22,256
    
    
    
    7.5Cost 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
    
    
    
    5.2Gross 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
    
    
    
    7.7Management fees and
recapitalization expenses
    
    
    
    
    
    
    23,000
    
    
    
    
    
    
    
    1.3
    
    
    
    (23,000
    )
    
    
    Depreciation and
amortization non-rental
equipment and intangibles
    
    
    49,567
    
    
    
    46,226
    
    
    
    2.8
    
    
    
    2.6
    
    
    
    3,341
    
    
    
    7.2Other 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
    
    
    
    253,478
    
    
    
    11.4
    
    
    
    14.3
    
    
    
    (51,629
    )
    
    
    (20.4
    )Other expense (income), net
    
    
    658
    
    
    
    (1,126
    )
    
    
    0.0
    
    
    
    (0.1
    )
    
    
    1,784
    
    
    
    (158.4
    )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
    )
    32




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33




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34




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Year Ended December 31, 2007 Compared with Year Ended December 31, 2006
  Percent of RevenueTwelve Months Ended
    
    
    Twelve Months EndedDecember 31,
    
    
    December 31,
    
    
    Increase (decrease)2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2007 versus 2006Revenues:Equipment rental revenue
    
    $
    1,543,175
    
    
    $
    1,368,712
    
    
    
    87.2
    %
    
    
    82.8
    %
    
    $
    174,463
    
    
    
    12.7
    %Sale of merchandise
    
    
    80,649
    
    
    
    92,524
    
    
    
    4.6
    
    
    
    5.6
    
    
    
    (11,875
    )
    
    
    (12.8
    )Sale of used rental equipment
    
    
    145,358
    
    
    
    191,652
    
    
    
    8.2
    
    
    
    11.6
    
    
    
    (46,294
    )
    
    
    (24.2
    )Total revenues
    
    
    1,769,182
    
    
    
    1,652,888
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    116,294
    
    
    
    7.0Cost of revenues:Cost of equipment rentals,
excluding depreciation
    
    
    640,992
    
    
    
    591,241
    
    
    
    36.2
    
    
    
    35.8
    
    
    
    49,751
    
    
    
    8.4Depreciation rental
equipment
    
    
    295,248
    
    
    
    253,379
    
    
    
    16.7
    
    
    
    15.3
    
    
    
    41,869
    
    
    
    16.5Cost of merchandise sales
    
    
    53,936
    
    
    
    61,675
    
    
    
    3.0
    
    
    
    3.7
    
    
    
    (7,739
    )
    
    
    (12.5
    )Cost of used rental
equipment sales
    
    
    103,076
    
    
    
    145,425
    
    
    
    5.8
    
    
    
    8.8
    
    
    
    (42,349
    )
    
    
    (29.1
    )Total cost of revenues
    
    
    1,093,252
    
    
    
    1,051,720
    
    
    
    61.8
    
    
    
    63.6
    
    
    
    41,532
    
    
    
    3.9Gross profit
    
    
    675,930
    
    
    
    601,168
    
    
    
    38.2
    
    
    
    36.4
    
    
    
    74,762
    
    
    
    12.4Operating expenses
Selling, general and
administrative
    
    
    156,688
    
    
    
    137,995
    
    
    
    8.9
    
    
    
    8.3
    
    
    
    18,693
    
    
    
    13.5Management fees and
recapitalization expenses
    
    
    23,000
    
    
    
    10,836
    
    
    
    1.3
    
    
    
    0.7
    
    
    
    12,164
    
    
    
    112.3Depreciation and
amortization non-rental
equipment
    
    
    46,226
    
    
    
    38,783
    
    
    
    2.6
    
    
    
    2.3
    
    
    
    7,443
    
    
    
    19.2Other operating gains, net
    
    
    (4,850
    )
    
    
    (6,968
    )
    
    
    (0.3
    )
    
    
    (0.4
    )
    
    
    2,118
    
    
    
    (30.4
    )Total operating expenses, net
    
    
    221,064
    
    
    
    180,646
    
    
    
    12.5
    
    
    
    10.9
    
    
    
    40,418
    
    
    
    22.4Operating income
    
    
    454,866
    
    
    
    420,522
    
    
    
    25.7
    
    
    
    25.4
    
    
    
    34,344
    
    
    
    8.2Interest expense, net
    
    
    253,478
    
    
    
    197,085
    
    
    
    14.3
    
    
    
    11.9
    
    
    
    56,393
    
    
    
    28.6Other income, net
    
    
    (1,126
    )
    
    
    (311
    )
    
    
    (0.1
    )
    
    
    
    
    
    
    (815
    )
    
    
    262.1Income before provision for
income taxes
    
    
    202,514
    
    
    
    223,748
    
    
    
    11.4
    
    
    
    13.5
    
    
    
    (21,234
    )
    
    
    (9.5
    )Provision for income taxes
    
    
    79,260
    
    
    
    86,568
    
    
    
    4.5
    
    
    
    5.2
    
    
    
    (7,308
    )
    
    
    (8.4
    )Net income
    
    $
    123,254
    
    
    $
    137,180
    
    
    
    7.0
    %
    
    
    8.3
    %
    
    $
    (13,926
    )
    
    
    (10.2
    )
    35




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36




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##### Table of Contents



Liquidity and Capital Resources
 Cash Flows
    Years Ended December 31,2008
    
    
    2007
    
    
    2006(in 000s)Net cash provided by operating activities
    
    $
    363,439
    
    
    $
    504,940
    
    
    $
    442,920Net cash used in investing activities
    
    
    (175,230
    )
    
    
    (444,190
    )
    
    
    (542,237
    )Net cash (used in) provided by financing activities
    
    
    (184,434
    )
    
    
    (97,094
    )
    
    
    138,373Effect of foreign exchange rates on cash
    
    
    (144
    )
    
    
    195
    
    
    
    (2
    )Net increase (decrease) in cash and cash equivalents
    
    $
    3,631
    
    
    $
    (36,149
    )
    
    $
    39,054
  Operating activities 
 Investing activities 
 37




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##### Table of Contents



Financing activities 
 Indebtedness
 Senior ABL Facilities.
 ConsolidatedFiscal Quarter Ending
    
    Leverage RatioMarch 31, 2009
    
    
    4.50:1.00June 30, 2009
    
    
    4.50:1.00September 30, 2009
    
    
    4.50:1.00December 31, 2009
    
    
    4.50:1.00March 31, 2010 and at all times thereafter
    
    
    4.25:1.00
  38




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##### Table of Contents



Senior Term Facility.
 The Notes. 1 2
 1 2 1 2
 Liquidity
    39




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##### Table of Contents



Outlook
   Contractual Obligations
  Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 Years(in millions)Contractual ObligationsDebt (1)
    
    $
    2,445.0
    
    
    $
    2.5
    
    
    $
    686.3
    
    
    $
    1,136.2
    
    
    $
    620.0Capital Leases (1)
    
    
    124.1
    
    
    
    34.2
    
    
    
    52.5
    
    
    
    28.7
    
    
    
    8.7Interest on Debt and Capital Leases (2)
    
    
    697.7
    
    
    
    152.1
    
    
    
    284.8
    
    
    
    206.8
    
    
    
    54.0Operating Leases
    
    
    200.6
    
    
    
    53.3
    
    
    
    83.7
    
    
    
    40.9
    
    
    
    22.7Purchase Obligations (3)
    
    
    2.3
    
    
    
    2.3
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    3,469.7
    
    
    $
    244.4
    
    
    $
    1,107.3
    
    
    $
    1,412.6
    
    
    $
    705.4
 
 (1)
    
    Principal payments are reflected when contractually required, and no early paydowns are reflected.(2)
    
    Estimated interest for debt for all periods presented is calculated using the interest rate available as of December 31, 2008 and
includes calculated payments due under our interest rate swap agreements as well as fees for the unused portion of our revolving
credit facility. See Note 5 to our consolidated financial statements for additional information.(3)
    
    As of December 31, 2008, we had outstanding purchase orders with our equipment suppliers. These purchase orders, which were
negotiated in the ordinary course of business, total approximately $2.3 million. Generally, these purchase orders can be cancelled by
us with 30 days notice and without cancellation penalties.  40




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##### Table of Contents



Capital Expenditures
  Rental Equipment
    
    Property and Non-Rental EquipmentGross Capital
    
    Disposal
    
    Net Capital
    
    Gross Capital
    
    Disposal
    
    Net CapitalExpenditures
    
    Proceeds
    
    Expenditures
    
    Expenditures
    
    Proceeds
    
    Expenditures(in millions)2008
    
    $
    258.7
    
    
    $
    125.4
    
    
    $
    133.3
    
    
    $
    15.3
    
    
    $
    6.5
    
    
    $
    8.82007
    
    
    580.2
    
    
    
    145.4
    
    
    
    434.8
    
    
    
    20.7
    
    
    
    11.3
    
    
    
    9.42006
    
    
    721.3
    
    
    
    191.7
    
    
    
    529.6
    
    
    
    28.6
    
    
    
    16.0
    
    
    
    12.6
 Adjusted EBITDA
   Years Ended December 31,2008
    
    
    2007
    
    
    2006(in 000s)Net income
    
    $
    122,489
    
    
    $
    123,254
    
    
    $
    137,180Depreciation of rental
equipment and depreciation
and amortization of
non-rental equipment and
intangibles
    
    
    367,071
    
    
    
    341,474
    
    
    
    292,162Interest expense, net
    
    
    201,849
    
    
    
    253,478
    
    
    
    197,085Provision for income taxes
    
    
    72,939
    
    
    
    79,260
    
    
    
    86,568EBITDA
    
    $
    764,348
    
    
    $
    797,466
    
    
    $
    712,995Adjustments:Share based compensation
    
    
    2,993
    
    
    
    4,298
    
    
    
    2,061Other expenses (income), net
    
    
    658
    
    
    
    (1,126
    )
    
    
    (311
    )Management fees
    
    
    
    
    
    
    23,000
    
    
    
    10,836Adjusted EBITDA
    
    $
    767,999
    
    
    $
    823,638
    
    
    $
    725,581
 Critical Accounting Policies and Estimates
   41




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##### Table of Contents



Rental Equipment
    Impairment of Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets
 Reserve for Claims
  42




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##### Table of Contents



Derivative Instruments and Hedging Activities
 Accounting for Derivative Instruments and Hedging Activities
 Share-Based Compensation
 Share-Based Payment
  Business Combinations
 Business Combinations
 43




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##### Table of Contents



Goodwill
    Revenue Recognition
   Income Taxes
   44




---



##### Table of Contents



Accounting for Income Taxes Accounting for Uncertainty in Income Taxes,
  Recent Accounting Pronouncements
 Fair Value Measurements
 Business Combina Business Combinations Elements of Financial Statements
 45




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##### Table of Contents



Disclosures about Derivative Instruments and
Hedging Activities an amendment of FASB Statement 133
 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
    Currency Exchange Risk
  Inflation
  46




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data
 Consolidated Financial Statements
 
 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
  Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
 Item 9B. Other Information
  47




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##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
   
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Equity Compensation Plan Information
  Number ofsecuritiesremaining availablefor future issuanceunder equityWeighted-average
    
    
    compensation plansNumber of securities to
    
    
    exercise price of
    
    
    (excludingbe issued upon exercise
    
    
    outstanding
    
    
    securitiesof outstanding options,
    
    
    options, warrants
    
    
    reflected in columnwarrants and rights
    
    
    and rights
    
    
    (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
(1)(2)
    
    
    5,746,325
    
    
    $
    7.72
    
    
    
    4,023,859Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    5,746,325
    
    
    $
    7.72
    
    
    
    4,023,859
 
 (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.  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  48




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##### Table of Contents



Item 14. Principal Accountant Fees and Services
  December 31,(in 000s)2008
    
    
    2007Audit fees (1)
    
    $
    1,900
    
    
    $
    1,860Audit-related fees (2)
    
    
    191
    
    
    
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total
    
    $
    2,091
    
    
    $
    1,860
 
 (1)
    
    Audit fees for 2008 were for services rendered in connection
with the audit of the financial statements included in the
Annual Reports of RSC Holdings and RSC on Form 10-K for 2008
and reviews of the financial statements included in RSC
Holdings and RSCs Quarterly Reports on Form 10-Q. Audit
fees for 2007 were for services rendered in connection with
the audit of the financial statements included in the Annual
Reports of RSC Holdings and RSC on Form 10-K for 2007 and
Form S-1; and reviews of the financial statements
included in RSC Holdings and RSCs Quarterly Reports on Form
10-Q. Audit fees for 2007 also included approximately $0.3
million of fees for non-recurring services related to filings
in connection with the Registration Statement on Form S-1 of
RSC Holdings, which related to RSC Holdings initial public
offering, and filings in connection with our Registration
Statement on Form S-4, which related to our exchange offer
for its outstanding high-yield securities.(2)
    
    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.  49




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
  1.
 2.
 50




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##### Table of Contents



SIGNATURES
  RSC Holdings III, LLCRSC Equipment Rental, Inc.By:
    /s/  Erik OlssonName:
    Erik OlssonTitle:
    Chief Executive Officer and President POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ Erik Olsson

Erik Olsson
    
    Chief Executive Officer,
President and Director*
(Principal Executive Officer)
    
    February 25, 2009/s/ David Mathieson
    
    Chief Financial Officer
    
    February 25, 2009David Mathieson
    
    (Principal Financial and Principal
Accounting Officer)/s/ Denis Nayden

Denis Nayden
    
    Chairman of the Board, Director*
    
    February 25, 2009/s/ Timothy Collins

Timothy Collins
    
    Director*
    
    February 25, 2009/s/ Edward Dardani

Edward Dardani
    
    Director*
    
    February 25, 2009/s/ Douglas Kaden

Douglas Kaden
    
    Director*
    
    February 25, 2009/s/ Pierre Leroy

Pierre Leroy
    
    Director*
    
    February 25, 2009/s/ Christopher Minnetian

Christopher Minnetian
    
    Director*
    
    February 25, 2009
 
 *
    
    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. 51




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##### Table of Contents



Signature
    
    Title
    
    Date/s/ John R. Monsky

John R. Monsky
    
    Director*
    
    February 25, 2009/s/ James Ozanne

James Ozanne
    
    Director*
    
    February 25, 2009/s/ Donald C. Roof

Donald C. Roof
    
    Director*
    
    February 25, 2009/s/ Scott Spielvogel

Scott Spielvogel
    
    Director*
    
    February 25, 2009/s/ Donald Wagner

Donald Wagner
    
    Director*
    
    February 25, 2009
 
 *
    
    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. 52




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
 ANNUAL REPORT ON 10-K
 EXHIBIT INDEX
 Exhibit No.
    
    Description of Exhibit2.1(1)
    
    Recapitalization Agreement, dated as of October 6, 2006, by and among 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, LLC3.1(2)
    
    Articles of Incorporation of RSC Equipment Rental, Inc.3.2(3)
    
    Articles of Amendment to the Articles of Incorporation of RSC Equipment Rental, Inc.3.3(4)
    
    Amended and Restated By-Laws of RSC Equipment Rental, Inc.3.4(5)
    
    Certificate of Formation of RSC Holdings III, LLC3.5(6)
    
    Amended and Restated Limited Liability Company Agreement of RSC Holdings III, LLC4.1(7)
    
    Indenture, dated as of November 27, 2006, by and among Rental Service Corporation,
RSC Holdings III, LLC and Wells Fargo Bank, National Association4.2(8)
    
    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.4.3(9)
    
    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 agent4.4(10)
    
    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 agent4.5(11)
    
    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 agent4.6(12)
    
    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 documents4.7(13)
    
    Amended and Restated Stockholders Agreement10.1(14)+
    
    Amended and Restated RSC Holdings Stock Incentive Plan Agreement10.2(15)+
    
    Form of Employee Stock Option Agreements10.3(16)+
    
    Form of Employee Stock Subscription Agreements10.4(17)+
    
    Form of Employment Agreement for executive officers10.5(18)
    
    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.10.6(19)
    
    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, LLC10.7(20)
    
    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)10.8(21)
    
    Second Lien Term Loan Credit Agreement, dated as of November 27, 2006, by and among
RSC Holdings II,
 E-1




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##### Table of Contents



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 Corporation10.9(22)+
    
    RSC Holdings Inc. 2007 Annual Incentive Plan10.10(23)+
    
    Form of Indemnification Agreement10.11(24)+
    
    Form of Cost Reimbursement Agreement10.12(25)+
    
    Form of Director Restricted Stock Unit Agreement10.13(26)
    
    Executive Employment and Non-competition Agreement by and between David Mathieson
and RSC Holdings Inc. effective January 2, 200810.14(27)
    
    RSC Non-Qualified Deferred Compensation Plan31.1*
    
    Certification of Chief Executive Officer as required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended31.2*
    
    Certification of Chief Financial Officer as required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended32.1*
    
    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*
    
    Filed Herewith(1)
    
    Incorporated by reference to Exhibit 2.1 to RSC Holdings Inc.s Form S-1, dated February 13, 2007 (file no. 333-140644)(2)
    
    Incorporated by reference to Exhibit 3.1 to RSC Equipment Rental, Inc. and RSC Holding III, LLCs Form S-4, dated July 16, 2007
(file no. 333-144615)(3)
    
    Incorporated by reference to Exhibit 3.2 to RSC Equipment Rental, Inc. and RSC Holding III, LLCs Form S-4, dated July 16, 2007
(file no. 333-144615)(4)
    
    Incorporated by reference to Exhibit 3.3 to RSC Equipment Rental, Inc. and RSC Holding III, LLCs Form S-4, dated July 16, 2007
(file no. 333-144615)(5)
    
    Incorporated by reference to Exhibit 3.4 to RSC Equipment Rental, Inc. and RSC Holding III, LLCs Form S-4, dated July 16, 2007
(file no. 333-144615)(6)
    
    Incorporated by reference to Exhibit 3.5 to RSC Equipment Rental, Inc. and RSC Holding III, LLCs Form S-4, dated July 16, 2007
(file no. 333-144615)(7)
    
    Incorporated by reference to Exhibit 4.1 to RSC Holdings Inc.s Form S-1, dated February 13, 2007 (file no. 333-140644)(8)
    
    Incorporated by reference to Exhibit 4.2 to RSC Holdings Inc.s Form S-1, dated February 13, 2007 (file no. 333-140644)(9)
    
    Incorporated by reference to Exhibit 4.5 to RSC Holdings Inc.s Form S-1, dated February 13, 2007 (file no. 333-140644)(10)
    
    Incorporated by reference to Exhibit 4.6 to RSC Holdings Inc.s Form S-1, dated February 13, 2007 (file no. 333-140644)(11)
    
    Incorporated by reference to Exhibit 4.7 to RSC Holdings Inc.s Form S-1, dated February 13, 2007 (file no. 333-140644)(12)
    
    Incorporated by reference to Exhibit 4.8 to RSC Holdings Inc.s Form S-1, dated February 13, 2007 (file no. 333-140644)(13)
    
    Incorporated by reference to Exhibit 4.7 to RSC Equipment Rental Inc.s and RSC Holdings III, LLCs Form S-4, dated July 16, 2007
(file no. 333-144625)(14)
    
    Incorporated by reference to Exhibit 10.2 to RSC Equipment Rental Inc.s and RSC Holdings III, LLCs Form S-4, dated July 16, 2007
(file no. 333-144625)(15)
    
    Incorporated by reference to Exhibit 10.2 to RSC Holdings Inc.s Form S-1, dated February 13, 2007 (file no. 333-140644)(16)
    
    Incorporated by reference to Exhibit 10.3 to RSC Holdings Inc.s Form S-1, dated February 13, 2007 (file no. 333-140644)(17)
    
    Incorporated by reference to Exhibit 10.4 to RSC Holdings Inc.s Form S-1, dated February 13, 2007 (file no. 333-140644)(18)
    
    Incorporated by reference to Exhibit 10.5 to RSC Holdings Inc.s Form S-1, dated February 13, 2007 (file no. 333-140644)(19)
    
    Incorporated by reference to Exhibit 10.6 to RSC Holdings Inc.s Form S-1, dated February 13, 2007 (file no. 333-140644)(20)
    
    Incorporated by reference to Exhibit 10.7 to RSC Holdings Inc.s Form S-1/A, dated March 27, 2007 (file no. 333-140644)(21)
    
    Incorporated by reference to Exhibit 10.8 to RSC Holdings Inc.s Form S-1/A, dated March 27, 2007 (file no. 333-140644)(22)
    
    Incorporated by reference to Exhibit 10.9 to RSC Holdings Inc.s Form S-1/A, dated April 18, 2007 (file no. 333-140644)(23)
    
    Incorporated by reference to Exhibit 10.10 to RSC Holdings Inc.s Form S-1/A, dated May 21, 2007 (file no. 333-140644)(24)
    
    Incorporated by reference to Exhibit 10.11 to RSC Holdings Inc.s Form S-1/A, dated May 21, 2007 (file no. 333-140644)(25)
    
    Incorporated by reference to Exhibit 10.12 to RSC Holdings Inc.s Form S-1/A, dated May 21, 2007 (file no. 333-140644)(26)
    
    Incorporated by reference to Exhibit 10.1 to RSC Holdings Inc.s Current Report on 8-K, dated November 27, 2007 (file no. 001-33485)(27)
    
    Incorporated by reference to
Exhibit 10.14 to RSC Holdings Inc.s Annual Report on Form 10-K for the year ended December 31, 2008 (file no. 001-33485) E-2




---



##### 



RSC HOLDINGS III, LLC AND SUBSIDIARIES
  PageAudited Consolidated Financial Statements:Report of Independent Registered Public Accounting Firm
    
    F-2Consolidated Balance Sheets at December 31, 2008 and 2007
    
    F-3Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006
    
    F-4Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive Income for
the years ended December 31, 2008, 2007 and 2006
    
    F-5Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006
    
    F-6Notes to Consolidated Financial Statements
    
    F-7
 Supplementary Financial Data:
   F-1




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
      
 F-2




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 December 31,2008
    
    
    2007AssetsCash and cash equivalents
    
    $
    13,670
    
    
    $
    10,039Accounts receivable, net
    
    
    285,000
    
    
    
    284,570Inventory
    
    
    19,859
    
    
    
    21,563Rental equipment, net
    
    
    1,766,978
    
    
    
    1,929,514Property and equipment, net
    
    
    171,156
    
    
    
    191,901Goodwill and other intangibles, net
    
    
    938,682
    
    
    
    925,621Deferred financing costs
    
    
    46,877
    
    
    
    55,660Other assets
    
    
    26,320
    
    
    
    35,501Total assets
    
    $
    3,268,542
    
    
    $
    3,454,369Liabilities and Stockholders Equity (Deficit)Accounts payable
    
    $
    109,542
    
    
    $
    264,384Accrued expenses and other liabilities
    
    
    200,750
    
    
    
    173,655Debt
    
    
    2,569,067
    
    
    
    2,736,225Deferred income taxes
    
    
    346,063
    
    
    
    324,203Total liabilities
    
    
    3,225,422
    
    
    
    3,498,467Commitments and contingenciesCommon stock, no par value, (1,000 shares authorized,
issued and outstanding at December 31, 2008 and
December 31, 2007)
    
    
    284,403
    
    
    
    279,817Accumulated deficit
    
    
    (206,485
    )
    
    
    (336,118
    )Accumulated other comprehensive (loss) income
    
    
    (34,798
    )
    
    
    12,203Total stockholders equity (deficit)
    
    
    43,120
    
    
    
    (44,098
    )Total liabilities and stockholders equity (deficit)
    
    $
    3,268,542
    
    
    $
    3,454,369
  F-3




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 Years Ended December 31,2008
    
    
    2007
    
    
    2006Revenues:Equipment rental revenue
    
    $
    1,567,254
    
    
    $
    1,543,175
    
    
    $
    1,368,712Sale of merchandise
    
    
    72,472
    
    
    
    80,649
    
    
    
    92,524Sale of used rental equipment
    
    
    125,443
    
    
    
    145,358
    
    
    
    191,652Total revenues
    
    
    1,765,169
    
    
    
    1,769,182
    
    
    
    1,652,888Cost of revenues:Cost of equipment rentals, excluding depreciation
    
    
    692,613
    
    
    
    640,992
    
    
    
    591,241Depreciation rental equipment
    
    
    317,504
    
    
    
    295,248
    
    
    
    253,379Cost of merchandise sales
    
    
    49,370
    
    
    
    53,936
    
    
    
    61,675Cost of used rental equipment sales
    
    
    90,500
    
    
    
    103,076
    
    
    
    145,425Total cost of revenues
    
    
    1,149,987
    
    
    
    1,093,252
    
    
    
    1,051,720Gross profit
    
    
    615,182
    
    
    
    675,930
    
    
    
    601,168Operating expenses:Selling, general and administrative
    
    
    168,690
    
    
    
    156,688
    
    
    
    137,995Management fees and recapitalization expenses
    
    
    
    
    
    
    23,000
    
    
    
    10,836Depreciation and amortization
non-rental equipment and intangibles
    
    
    49,567
    
    
    
    46,226
    
    
    
    38,783Other operating gains, net
    
    
    (1,010
    )
    
    
    (4,850
    )
    
    
    (6,968
    )Total operating expenses, net
    
    
    217,247
    
    
    
    221,064
    
    
    
    180,646Operating income
    
    
    397,935
    
    
    
    454,866
    
    
    
    420,522Interest expense, net
    
    
    201,849
    
    
    
    253,478
    
    
    
    197,085Other expense (income), net
    
    
    658
    
    
    
    (1,126
    )
    
    
    (311
    )Income before provision for income taxes
    
    
    195,428
    
    
    
    202,514
    
    
    
    223,748Provision for income taxes
    
    
    72,939
    
    
    
    79,260
    
    
    
    86,568Net income
    
    $
    122,489
    
    
    $
    123,254
    
    
    $
    137,180Preferred dividends
    
    
    
    
    
    
    
    
    
    
    (7,997
    )Net income available for common
stockholders
    
    $
    122,489
    
    
    $
    123,254
    
    
    $
    129,183Weighted average shares outstanding used in computing
net income per common share:Basic and diluted
    
    
    1,000
    
    
    
    1,000
    
    
    
    1,000Net income per common share:Basic and diluted
    
    $
    122.49
    
    
    $
    123.25
    
    
    $
    129.18
  F-4




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) AND
COMPREHENSIVE INCOME
 AccumulatedSeries A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    OtherPreferred Stock
    

    
        Common Stock
    
    

    Accumulated
    
    
    Comprehensive
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Deficit
    
    
    Income
    
    
    Income (Loss)
    
    
    TotalBalance, January 1, 2006
    
    
    154
    
    
    $
    350,000
    
    
    
    1,000
    
    
    $
    1,564
    
    
    $
    (575,564
    )
    
    
    
    
    
    $
    9,450
    
    
    $
    (214,550
    )Components of
comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    137,180
    
    
    $
    137,180
    
    
    
    
    
    
    
    137,180Foreign currency
translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (666
    )
    
    
    (666
    )
    
    
    (666
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    136,514Cash dividends on Series A
preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,997
    )
    
    
    
    
    
    
    
    
    
    
    (7,997
    )Capital contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,079
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,079Effect of Recapitalization
    
    
    (154
    )
    
    
    (350,000
    )
    
    
    
    
    
    
    
    
    
    
    (12,991
    )
    
    
    
    
    
    
    
    
    
    
    (362,991Share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    312
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    312Balance, December 31, 2006
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    15,955
    
    
    
    (459,372
    )
    
    
    
    
    
    
    8,784
    
    
    
    (434,633
    )Components of
comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123,254
    
    
    $
    123,254
    
    
    
    
    
    
    
    123,254Foreign currency
translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,914
    
    
    
    12,914
    
    
    
    12,914Change in fair value of
derivatives qualifying as
cash flow hedges, net of
tax of $6,071
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,495
    )
    
    
    (9,495
    )
    
    
    (9,495
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    126,673Capital contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    259,564
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    259,564Share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,298
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,298Balance, December 31, 2007
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    279,817
    
    
    
    (336,118
    )
    
    
    
    
    
    
    12,203
    
    
    
    (44,098
    )Components of
comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    122,489
    
    
    $
    122,489
    
    
    
    
    
    
    
    122,489Foreign currency
translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,796
    )
    
    
    (19,796
    )
    
    
    (19,796
    )Change in fair value of
derivatives qualifying as
cash flow hedges, net of
tax of $23,030
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,205
    )
    
    
    (27,205
    )
    
    
    (27,205
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    75,488Excess tax benefits, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    122
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    122Capital contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,471
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,471Recapitalization adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,144
    
    
    
    
    
    
    
    
    
    
    
    7,144Share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,993
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,993Balance, December 31, 2008
    
    
    
    
    
    $
    
    
    
    
    1,000
    
    
    $
    284,403
    
    
    $
    (206,485
    )
    
    
    
    
    
    $
    (34,798
    )
    
    $
    43,120
  F-5




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended December 31,2008
    
    
    2007
    
    
    2006(In thousands)Cash flows from operating activities:Net income
    
    $
    122,489
    
    
    $
    123,254
    
    
    $
    137,180Adjustments to reconcile net income to net cash provided by operating activities:Bonus expense paid by Atlas
    
    
    
    
    
    
    
    
    
    
    4,730Depreciation and amortization
    
    
    367,071
    
    
    
    341,474
    
    
    
    292,162Amortization of deferred financing costs
    
    
    9,713
    
    
    
    13,435
    
    
    
    1,001Share-based compensation expense
    
    
    2,993
    
    
    
    4,298
    
    
    
    2,061Gain on sales of rental and non-rental property and equipment, net of
non-cash writeoffs
    
    
    (26,106
    )
    
    
    (43,284
    )
    
    
    (43,866
    )Deferred income taxes
    
    
    41,772
    
    
    
    35,524
    
    
    
    48,458Excess tax benefits from share-based payment arrangements
    
    
    (122
    )
    
    
    
    
    
    
    Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (1,083
    )
    
    
    (13,745
    )
    
    
    (22,776
    )Inventory
    
    
    1,625
    
    
    
    (2,844
    )
    
    
    412Other assets
    
    
    (3,221
    )
    
    
    (705
    )
    
    
    414Accounts payable
    
    
    (153,183
    )
    
    
    (1,414
    )
    
    
    (49,890
    )Accrued expenses and other liabilities
    
    
    1,491
    
    
    
    48,947
    
    
    
    73,034Net cash provided by operating activities
    
    
    363,439
    
    
    
    504,940
    
    
    
    442,920Cash flows from investing activities:Cash paid for acquisition, net of cash acquired
    
    
    (33,238
    )
    
    
    
    
    
    
    Purchases of rental equipment
    
    
    (258,660
    )
    
    
    (580,194
    )
    
    
    (721,258
    )Purchases of property and equipment
    
    
    (15,319
    )
    
    
    (20,674
    )
    
    
    (28,592
    )Proceeds from sales of rental equipment
    
    
    125,443
    
    
    
    145,358
    
    
    
    191,652Proceeds from sales of property and equipment
    
    
    6,544
    
    
    
    11,320
    
    
    
    15,961Net cash used in investing activities
    
    
    (175,230
    )
    
    
    (444,190
    )
    
    
    (542,237
    )Cash flows from financing activities:Cash consideration paid to Atlas
    
    
    
    
    
    
    (17,995
    )
    
    
    (2,794,921
    )Issuance of senior ABL facilities
    
    
    
    
    
    
    
    
    
    
    1,124,000Issuance of senior term facility
    
    
    
    
    
    
    
    
    
    
    1,130,000Issuance of senior notes
    
    
    
    
    
    
    
    
    
    
    620,000Proceeds from senior ABL revolver
    
    
    240,437
    
    
    
    99,457
    
    
    
    4,291Payments on senior ABL term revolver
    
    
    (386,068
    )
    
    
    (150,274
    )
    
    
    Payments on senior ABL term loan
    
    
    (2,500
    )
    
    
    (2,500
    )
    
    
    (625
    )Payments on Senior Term Facility
    
    
    
    
    
    
    (230,700
    )
    
    
    Payments on capital leases and other debt
    
    
    (38,102
    )
    
    
    (39,030
    )
    
    
    (33,010
    )Net proceeds from affiliated debt
    
    
    
    
    
    
    
    
    
    
    141,428Deferred financing costs
    
    
    (929
    )
    
    
    (842
    )
    
    
    (68,916
    )Capital contributions from RSC Holdings
    
    
    1,593
    
    
    
    255,064
    
    
    
    6,440Cash dividends paid
    
    
    
    
    
    
    
    
    
    
    (7,997
    )Capital contributions from Atlas
    
    
    
    
    
    
    4,500
    
    
    
    2,909Increase (decrease) in outstanding checks in excess of cash balances
    
    
    1,135
    
    
    
    (14,774
    )
    
    
    14,774Net cash (used in) provided by financing activities
    
    
    (184,434
    )
    
    
    (97,094
    )
    
    
    138,373Effect of foreign exchange rates on cash
    
    
    (144
    )
    
    
    195
    
    
    
    (2
    )Net increase (decrease) in cash and cash equivalents
    
    
    3,631
    
    
    
    (36,149
    )
    
    
    39,054Cash and cash equivalents at beginning of year
    
    
    10,039
    
    
    
    46,188
    
    
    
    7,134Cash and cash equivalents at end of year
    
    $
    13,670
    
    
    $
    10,039
    
    
    $
    46,188Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    199,210
    
    
    $
    218,488
    
    
    $
    33,759Cash paid for taxes, net of refunds
    
    
    30,988
    
    
    
    48,730
    
    
    
    Supplemental schedule of non-cash investing and financing activities:Purchase of assets under capital lease obligations
    
    $
    20,176
    
    
    $
    52,320
    
    
    $
    62,886Acquisition of net assets of another company:Assets, net of cash acquired
    
    $
    33,421Liabilities assumed
    
    
    (183
    )Net cash paid
    
    $
    33,238
  F-6




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1) Organization
 Business and Basis of Presentation
 Description of Business
  Basis of Presentation and Consolidation
        F-7




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  (in 000s)Base consideration paid to RSC Holdings
    
    $
    2,760,521Working capital adjustment (paid to RSC Holdings in 2006 and 2007)
    
    
    52,395Total consideration paid to RSC Holdings
    
    
    2,812,916Contribution of Series A preferred stock from ACAB to the Company
    
    
    (350,000
    )Relief of intercompany debt with affiliate of ACAB
    
    
    (2,394,924
    )Assumption by ACAB of certain liabilities of the Company
    
    
    (55,001
    )Consideration paid to RSC Holdings in excess of book value
    
    $
    12,991
     Prior to the Recapitalization
  F-8




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Reclassification
  Description
    
    Previously Included In
    
    Currently Included InWarranty costs and related recoveries
    
    Cost of merchandise sales
    
    Cost of equipment rentalsInformation technology datalines
    
    Selling, general & administrative
    
    Cost of equipment rentals(Gains)/losses on non-rental equipment, net
    
    Selling, general & administrative
    
    Other operating gains, net
 (2) Summary of Significant Accounting Policies
 Use of Estimates
  Cash Equivalents
  Accounts Receivable
   December 31,2008
    
    
    2007(in 000s)Trade receivables
    
    $
    276,547
    
    
    $
    281,251Other receivables
    
    
    17,650
    
    
    
    10,120Less allowance for doubtful accounts
    
    
    (9,197
    )
    
    
    (6,801
    )Accounts receivable, net
    
    $
    285,000
    
    
    $
    284,570
 F-9




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
   2008
    
    
    2007
    
    
    2006(in 000s)Beginning balance at January 1,
    
    $
    6,801
    
    
    $
    5,662
    
    
    $
    5,356Provision for bad debt
    
    
    8,146
    
    
    
    5,653
    
    
    
    5,076Charge offs, net
    
    
    (5,750
    )
    
    
    (4,514
    )
    
    
    (4,770
    )Ending balance at December 31,
    
    $
    9,197
    
    
    $
    6,801
    
    
    $
    5,662
 
 (a)
    
    To conform to current year presentation, the Company has excluded certain
fully-reserved receivables from this schedule, with an offsetting reduction to gross
accounts receivable. The Company believes the current presentation better reflects the
nature of the underlying receivables. Rental Equipment
    December 31,2008
    
    
    2007(in 000s)Rental equipment
    
    $
    2,751,093
    
    
    $
    2,748,656Less accumulated depreciation
    
    
    (984,115
    )
    
    
    (819,142
    )Rental equipment, net
    
    $
    1,766,978
    
    
    $
    1,929,514
 Property and Equipment
  F-10




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  December 31,2008
    
    
    2007(in 000s)Leased equipment
    
    $
    217,739
    
    
    $
    215,988Buildings and leasehold improvements
    
    
    51,814
    
    
    
    50,621Non-rental machinery and equipment
    
    
    39,500
    
    
    
    37,546Data processing hardware and purchased software
    
    
    16,978
    
    
    
    18,024Furniture and fixtures
    
    
    11,418
    
    
    
    11,022Construction in progress
    
    
    2,722
    
    
    
    4,600Land and improvements
    
    
    695
    
    
    
    714340,866
    
    
    
    338,515Less accumulated depreciation and amortization
    
    
    (169,710
    )
    
    
    (146,614
    )Property and equipment, net
    
    $
    171,156
    
    
    $
    191,901
 Long-Lived Assets
  Goodwill and Other Intangible Assets
     F-11




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
   Reserves for Claims
  Foreign Currency Translation
 Foreign Currency Translation.
 Derivative Instruments and Hedging Activities
 Accounting for Derivative Instruments and Hedging Activities
 F-12




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Comprehensive Income
 Reporting Comprehensive Income
 Fair Value of Financial Instruments
    Revenue Recognition
   Reporting Revenue Gross as a
Principal versus Net as an Agent
 Marketing and Advertising Costs
 Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor
 Income Taxes
  F-13




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  Accounting for Income Taxes Accounting for Uncertainty in Income Taxes
  Consideration Received from Vendors
   Share-Based Compensation
 Share-Based Payment
 Earnings per Share
  Recent Accounting Pronouncements
 Fair Value Measurements
 F-14




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  Business Combinations Business Combinations Elements of Financial Statements
 Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement 133
 (3) Accrued Expenses and Other Liabilities
  December 31,2008
    
    
    2007(in 000s)Compensation-related accruals
    
    $
    35,330
    
    
    $
    34,629Accrued income and other taxes
    
    
    25,935
    
    
    
    40,107Reserves for claims
    
    
    37,157
    
    
    
    35,580Accrued interest payable
    
    
    31,980
    
    
    
    41,249Interest rate swap liability
    
    
    60,028
    
    
    
    15,740Other
    
    
    10,320
    
    
    
    6,350Total
    
    $
    200,750
    
    
    $
    173,655
 (4) Closed Location Charges
  F-15




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  Accounting for Costs
Associated with Exit or Disposal Activities
  Lease Exit and
    
    
    EmployeeOther Related
    
    
    Termination
    
    
    Other ExitCosts (1)
    
    
    Costs (2)
    
    
    Costs (3)
    
    
    TotalClosed location reserves at December 31, 2006
    
    $
    (241
    )
    
    $
    0
    
    
    $
    0
    
    
    $
    (241
    )Charges incurred to close locations
    
    
    (115
    )
    
    
    (5
    )
    
    
    0
    
    
    
    (120
    )Cash payments
    
    
    154
    
    
    
    5
    
    
    
    0
    
    
    
    159Closed location reserves at December 31, 2007
    
    
    (202
    )
    
    
    0
    
    
    
    0
    
    
    
    (202
    )Charges incurred to close locations
    
    
    (6,380
    )
    
    
    (1,303
    )
    
    
    (866
    )
    
    
    (8,549
    )Cash payments
    
    
    1,978
    
    
    
    906
    
    
    
    866
    
    
    
    3,750Closed location reserves at December 31, 2008
    
    $
    (4,604
    )
    
    $
    (397
    )
    
    $
    0
    
    
    $
    (5,001
    )
 
 (1)
    
    Lease exit and other related costs are included within cost of equipment rentals in the
consolidated statements of income. The cost associated with the write-off of leasehold
improvements is included within other operating gains, net in the consolidated
statements of income.(2)
    
    Employee termination costs primarily consist of severance payments and related
benefits. These costs are included within cost of equipment rentals in the consolidated
statements of income.(3)
    
    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 income. F-16




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (5) Debt
  December 31,
    
    
    December 31,2008
    
    
    2007Interest
    
    
    
    
    
    
    Deferred FinancingRate (a)
    
    
    Maturity Date
    
    
    Costs
    
    
    Debt
    
    
    Debt(in 000s)Senior ABL
revolving credit
facility
    
    
    5.16
    %
    
    Nov. 2011
    
    $
    12,807
    
    
    $
    681,268
    
    
    $
    828,000Senior ABL term loan
    
    
    5.89
    %
    
    Nov. 2012(b)
    
    
    2,596
    
    
    
    244,375
    
    
    
    246,875Senior Term Facility
    
    
    7.29
    %
    
    Nov. 2013
    
    
    14,859
    
    
    
    899,300
    
    
    
    899,300Senior Notes
    
    
    9.50
    %
    
    Dec. 2014
    
    
    16,615
    
    
    
    620,000
    
    
    
    620,000Capitalized lease
obligations and
other
    
    
    0.38
    %
    
    Various
    
    
    
    
    
    
    124,124
    
    
    
    142,050Total
    
    
    
    
    
    
    
    
    
    $
    46,877
    
    
    $
    2,569,067
    
    
    $
    2,736,225
 
 (a)
    
    Estimated interest rate presented is the effective interest rate as of December 31, 2008.(b)
    
    Installments of $0.6 million quarterly ($2.5 million annually) are due through maturity.  2009
    
    $
    36,6902010
    
    
    31,5512011
    
    
    707,2142012
    
    
    254,0902013
    
    
    910,809Thereafter
    
    
    628,713Total
    
    $
    2,569,067
  Fair ValueSenior ABL revolving credit facility
    
    $
    613,141Senior ABL term loan
    
    
    191,834Senior Term Facility
    
    
    474,830Senior Notes
    
    
    341,000Capitalized lease obligations and other
    
    
    124,124Total
    
    $
    1,744,929
 Senior ABL Facilities.
 F-17




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
     Senior Term Facility
     Senior Notes. 1 2
 F-18




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  Redemption Period
    
    Price2010
    
    
    104.750
    %2011
    
    
    102.375
    %2012 and thereafter
    
    
    100.000
    %
   1 2 1 2
  Capital leases.
 Deferred financing costs.
 (6) Derivative Instruments
    F-19




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  (7) Acquisition
  (8) Fair Value
 Measurements
  
    
    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.
 F-20




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  Quoted Prices inFair Value
    
    Active Markets for
    
    Significant Other
    
    SignificantDecember 31,
    
    Identical Assets
    
    Observable Inputs
    
    Unobservable2008
    
    (Level 1)
    
    (Level 2)
    

Inputs (Level 3)Interest rate derivatives (a)
    
    $
    60,028
    
    
    $ 
    
    $
    60,028
    
    
    $
 
 (a)
    
    The Companys interest rate derivative instruments are not traded on a market exchange,
the fair values are determined 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).  (9) Accumulated Other Comprehensive Income (Loss)
  Fair Market

    
    
    Accumulated OtherForeign Currency

    
    
    Value of Cash
    
    
    Comprehensive IncomeTranslation
    
    
    Flow Hedge
    
    
    (Loss)(in 000s)Balance at December 31, 2007
    
    $
    21,698
    
    
    $
    (9,495
    )
    
    $
    12,203Foreign currency
translation
    
    
    (19,796
    )
    
    
    
    
    
    
    (19,796
    )Change in fair value of
cash flow hedges, net of
tax
    
    
    
    
    
    
    (27,205
    )
    
    
    (27,205
    )Balance at December 31, 2008
    
    $
    1,902
    
    
    $
    (36,700
    )
    
    $
    (34,798
    )
 (10) Common and Preferred Stock
 Common Stock
   Preferred Stock
  F-21




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (11) Income Taxes
  Years Ended December 31,2008
    
    
    2007
    
    
    2006(in 000s)Domestic federal:Current
    
    $
    18,441
    
    
    $
    31,661
    
    
    $
    26,869Deferred
    
    
    41,032
    
    
    
    31,057
    
    
    
    46,42859,473
    
    
    
    62,718
    
    
    
    73,297Domestic state
    
    
    8,326
    
    
    
    5,661
    
    
    
    7,861CurrentDeferred
    
    
    1,583
    
    
    
    3,132
    
    
    
    770Total domestic
    
    
    69,382
    
    
    
    71,511
    
    
    
    81,928Foreign federal:Current
    
    
    4,399
    
    
    
    6,413
    
    
    
    3,349Deferred
    
    
    (842
    )
    
    
    1,336
    
    
    
    1,291Total foreign
    
    
    3,557
    
    
    
    7,749
    
    
    
    4,640$
    72,939
    
    
    $
    79,260
    
    
    $
    86,568
   Years Ended December 31,2008
    
    
    2007
    
    
    2006(in 000s)Computed tax at statutory tax rate
    
    $
    68,400
    
    
    $
    70,880
    
    
    $
    78,312Permanent items
    
    
    1,017
    
    
    
    793
    
    
    
    875State income taxes, net of federal tax benefit
    
    
    8,076
    
    
    
    7,152
    
    
    
    9,300Difference between federal statutory and
foreign tax rate
    
    
    (862
    )
    
    
    (323
    )
    
    
    (208
    )Change in tax reserves
    
    
    (489
    )
    
    
    
    
    
    
    Change in estimated tax rates
    
    
    (3,241
    )
    
    
    
    
    
    
    Other
    
    
    38
    
    
    
    758
    
    
    
    (1,711
    )Provision for income taxes
    
    $
    72,939
    
    
    $
    79,260
    
    
    $
    86,568
 F-22




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Accounting
for Income TaxesSpecial Areas
  December 31,2008
    
    
    2007(in 000s)Deferred tax assets:Accruals
    
    $
    27,481
    
    
    $
    25,845Federal tax benefit of state reserves
    
    
    105
    
    
    
    834Deferred financing costs (derivative)
    
    
    23,030
    
    
    
    6,071State credits
    
    
    610
    
    
    
    Total deferred tax assets
    
    
    51,226
    
    
    
    32,750Deferred tax liabilities:Intangibles
    
    
    47,073
    
    
    
    38,555Capitalized leases
    
    
    9,553
    
    
    
    8,609Property and equipment
    
    
    331,707
    
    
    
    303,326Foreign
    
    
    8,956
    
    
    
    6,463Total deferred tax liabilities
    
    
    397,289
    
    
    
    356,953Net deferred tax liability
    
    $
    346,063
    
    
    $
    324,203
   F-23




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 UnrecognizedTax Benefits(in millions)Balance at January 1, 2008
    
    $
    17.1Additions based on tax positions related to the current year
    
    
    0.9Reductions for tax positions related to prior years  Settlements
    
    
    (13.4
    )Balance at December 31, 2008
    
    $
    4.6
    (12) Commitments and Contingencies
   F-24




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (13) Leases
  December 31,2008
    
    
    2007(in 000s)Leased equipment
    
    $
    217,739
    
    
    $
    215,988Less accumulated depreciation and amortization
    
    
    (90,435
    )
    
    
    (71,236
    )Leased equipment
    
    $
    127,304
    
    
    $
    144,752
    December 31,(in 000s)CapitalLeases2009
    
    $
    34,5952010
    
    
    29,3372011
    
    
    23,6332012
    
    
    17,3242013
    
    
    11,564Thereafter
    
    
    8,739Total minimum lease payments
    
    $
    125,192Less amount representing interest (0.38% at December 31, 2008)
    
    
    (1,068
    )Capital lease obligations
    
    $
    124,124
 F-25




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  December 31,(in 000s)OperatingLeases2009
    
    $
    53,2812010
    
    
    46,2762011
    
    
    37,3892012
    
    
    26,3352013
    
    
    14,526Thereafter
    
    
    22,755Total minimum lease payments
    
    $
    200,562Less amount representing executed subleases
    
    
    (3,420
    )Total minimum lease payments, net of subleases
    
    $
    197,142
 (14) Legal and Insurance Matters
  (15) Affiliated Company Transactions
     F-26




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  (16) Employee Benefit Plans
  Accounting for
Deferred Compensation Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested
 (17) Share-Based Compensation Plans
 Share-Based Payment Accounting for Stock-Based Compensation
 Accounting for Stock Appreciation Rights and Other Variable Stock Option or
Award Plans, an interpretation of APB Opinions 15 and 25.
 Share Appreciation Rights
    Stock Incentive Plan
  F-27




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
   Years Ended December 31,2008
    
    2007
    
    2006Expected volatility
    
    
    51.1
    %
    
    
    40.0
    %
    
    
    45.8
    %Dividend yield
    
    
    
    
    
    
    
    
    
    
    Expected term (in years)
    
    
    4.4
    
    
    
    4.2
    
    
    
    5.0Risk-free interest rate
    
    
    1.8
    %
    
    
    3.9
    %
    
    
    4.5
    %Weighted average grant date
fair value of options granted
    
    $
    3.43
    
    
    $
    5.19
    
    
    $
    2.98
  Weighted-AverageWeighted-
    
    Remaining
    
    AggregateAverage
    
    Contractual
    
    IntrinsicExercise
    
    Term
    
    ValueOptions
    
    Shares
    
    Price
    
    (years)
    
    (in 000s)Outstanding January 1, 2006
    
    
    Granted
    
    
    4,395,921
    
    
    $
    6.52Exercised
    
    
    Forfeited or expired
    
    
    Outstanding December 31, 2006
    
    
    4,395,921
    
    
    
    6.52Granted
    
    
    714,000
    
    
    
    13.82Exercised
    
    
    Forfeited or expired
    
    
    (206,529
    )
    
    
    6.52Outstanding December 31, 2007
    
    
    4,903,392
    
    
    
    7.58Granted
    
    
    2,029,507
    
    
    
    7.99Exercised
    
    
    (225,751
    )
    
    
    6.52Forfeited or expired
    
    
    (982,826
    )
    
    
    7.84Outstanding December 31, 2008
    
    
    5,724,322
    
    
    
    7.72
    
    
    
    8.2
    
    
    $
    8,055Exercisable at December 31, 2008
    
    
    1,254,804
    
    
    
    7.32
    
    
    
    7.0
    
    
    $
    2,236
 F-28




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
      (18) Business Segment and Geographic Information
   Years Ended December 31,2008
    
    
    2007
    
    
    2006(in 000s)Revenues from external customers:Domestic
    
    $
    1,667,218
    
    
    $
    1,682,279
    
    
    $
    1,586,714Foreign
    
    
    97,951
    
    
    
    86,903
    
    
    
    66,174Total
    
    $
    1,765,169
    
    
    $
    1,769,182
    
    
    $
    1,652,888
  December 31,2008
    
    
    2007(in 000s)Rental equipment, netDomestic
    
    $
    1,688,579
    
    
    $
    1,838,148Foreign
    
    
    78,399
    
    
    
    91,366Total
    
    $
    1,766,978
    
    
    $
    1,929,514Property and equipment, netDomestic
    
    $
    162,039
    
    
    $
    181,483Foreign
    
    
    9,117
    
    
    
    10,418Total
    
    $
    171,156
    
    
    $
    191,901
 F-29




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (19) Selected Unaudited Quarterly Financial Data (in 000s)
 Three months ending2008
    
    March 31
    
    June 30
    
    September 30
    
    December 31Total revenues
    
    $
    422,093
    
    
    $
    449,017
    
    
    $
    466,867
    
    
    $
    427,192Gross profit
    
    
    142,256
    
    
    
    167,794
    
    
    
    168,447
    
    
    
    136,685Income
before provision for
income taxes
    
    
    36,620
    
    
    
    65,712
    
    
    
    61,674
    
    
    
    31,422Net income
available for
common stockholders
    
    
    22,345
    
    
    
    40,077
    
    
    
    42,349
    
    
    
    17,718Basic and diluted
net income per
common share
    
    
    22.35
    
    
    
    40.01
    
    
    
    42.35
    
    
    
    17.72
 Three months ending2007
    
    March 31
    
    June 30
    
    September 30
    
    December 31Total revenues
    
    $
    406,347
    
    
    $
    442,828
    
    
    $
    461,954
    
    
    $
    458,053Gross profit
    
    
    141,753
    
    
    
    171,128
    
    
    
    187,425
    
    
    
    175,624Income
before provision for
income taxes
    
    
    33,258
    
    
    
    28,489
    
    
    
    77,952
    
    
    
    62,815Net income
available for
common stockholders
    
    
    20,243
    
    
    
    17,425
    
    
    
    47,549
    
    
    
    38,037Basic and diluted
net income per
common share
    
    
    20.24
    
    
    
    17.43
    
    
    
    47.55
    
    
    
    38.04
  F-30