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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, 2010
 -OR-
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 333-144625-01
               
                333-144625
 RSC Holdings III, LLC
  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
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  Documents Incorporated by Reference: None.




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TABLE OF CONTENTS
 Cautionary Note for Forward-Looking Statements
    
    iiPART I
    
    
    1Item 1. Business
    
    
    1Item 1A. Risk Factors
    
    
    10Item 1B. Unresolved Staff Comments
    
    
    22Item 2. Properties
    
    
    22Item 3. Legal Proceedings
    
    
    22Item 4. Reserved
    
    
    23PART 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
    
    
    47Item 8. Financial Statements and Supplementary Data
    
    
    48Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    48Item 9A. Controls and Procedures
    
    
    48Item 9B. Other Information
    
    
    49PART III
    
    
    49Item 10. Directors, Executive Officers and Corporate Governance
    
    
    49Item 11. Executive Compensation
    
    
    49Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    50Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    50Item 14. Principal Accountant Fees and Services
    
    
    50PART IV
    
    
    51Item 15. Exhibits and Financial Statement Schedules
    
    
    51EX-31.1EX-31.2EX-32.1
  i




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Introductory Note
  
 Cautionary Note for Forward-Looking Statements
    
    
    the effect of an economic downturn or other factors resulting in a decline in
non-residential construction, non-construction maintenance, capital improvements and
capital investment;
    
    intense rental rate price pressure from competitors, some of whom are heavily
indebted and may significantly reduce their prices to generate cash to meet debt
covenants; from contractor customers some of whom are bidding contracts at cost or below
to secure work for their remaining best employees; from industrial customers who
generally are experiencing profitability shortfalls in the current economic climate and
in return are asking all of their most significant suppliers for price reductions and
cost reduction ideas;
    
    the rental industrys ability to continue to sell used equipment through both the
retail and auction markets at prices sufficient to enable us to maintain orderly
liquidation values that support our borrowing base to meet our minimum availability and
to avoid covenant compliance requirements for leverage and fixed charge coverage
contained in our New Senior ABL Revolving Facility;
    
    our ability to comply with our debt covenants;
    
    risks related to the credit markets willingness to continue to lend to borrowers
with a B rating;
    
    our ability to generate cash and/or incur additional indebtedness to finance
equipment purchases;
    
    exposure to claims for personal injury, death and property damage resulting from
the use of equipment rented or sold by us;
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
    
    the effect of changes in laws and regulations, including those relating to
employment legislation, the environment and customer privacy, among others;
    
    fluctuations in fuel and, or supply costs;
    
    heavy reliance on centralized information technology systems;
    
    claims that the software products and information systems on which we rely infringe
on the intellectual property rights of others; and
    
    the other factors described in Part I, Item 1A of this Annual Report on Form 10-K
under the caption Risk Factors.
  iii




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##### Table of Contents



PART I
 
 Item 1. Business
 Our Company
 Overview
   Organizational Overview
     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;
    
    close locations with unfavorable long-term prospects; and
    
    focus on industrial or non-construction growth by actively investing in people,
branch locations and service offerings.
 Further enhance our industry leading customer service.
 Business
  2




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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
    4




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
    
    avoiding the large capital investment required for equipment purchases;
    
    accessing a broad selection of equipment and selecting the equipment best suited for
each particular job;
    
    reducing storage, maintenance and transportation costs; and
    
    accessing the latest technology without investing in new equipment.
 Fleet
  Equipment Rental Fleet Breakdown
 As of December 31, 2010
    
    % of TotalAerial work platform (AWP) booms
    
    
    31.5Fork lifts
    
    
    21.8Earth moving
    
    
    15.5AWP scissors
    
    
    10.1Trucks
    
    
    5.4Air compressors
    
    
    3.9Generators/Light towers
    
    
    3.3Compaction
    
    
    2.1Other
    
    
    6.4
 Fleet Management Process.
   5




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Fleet Procurement.
  Fleet Condition. 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®;
    
    specialized Business Development Managers focusing on regional and national
customers; and
    
    specialized National Account Managers focusing on our largest strategic
relationships.
 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
    
    
    48
    
    
    President, Chief Executive Officer and DirectorPatricia Chiodo
    
    
    45
    
    
    Senior Vice President and Chief Financial OfficerKevin Groman
    
    
    40
    
    
    Senior Vice President, General Counsel and Corporate SecretaryPhillip Hobson
    
    
    44
    
    
    Senior Vice President, OperationsDavid Ledlow
    
    
    51
    
    
    Senior Vice President, OperationsMark Krivoruchka
    
    
    56
    
    
    Senior Vice President, Human ResourcesJuan Corsillo
    
    
    44
    
    
    Senior Vice President Sales, Marketing and Corporate Operations
 Erik Olsson
 Patricia Chiodo
 Kevin Groman
 Phillip Hobson
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David Ledlow
 Mark Krivoruchka
 Juan Corsillo
 Available Information
  www.sec.gov
 
 Item 1A. Risk Factors
  Risks Related to Our Business
 Our business has been and may continue to be hurt by an economic downturn, a decline in
non-residential construction or industrial or non-construction activities, or a decline in the
amount of equipment that is rented.
  10




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
    
    weakness or a downturn in the overall economy, including the onset of, or prolonged
exposure to, a recession;
 
    
    reduced access to capital markets for our customers funding of projects due to a
weakness or downturn in the overall economy or otherwise;
    
    an increase in the cost of construction materials;
    
    an increase in interest rates;
    
    adverse weather conditions or natural disasters, including an active hurricane season in
the Gulf of Mexico region, where we have a large concentration of customers; or
    
    terrorism or hostilities involving the United States or Canada.
  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.
   Our revenues and operating results may fluctuate and unexpected or sustained periods of decline
have had and may continue to have a material adverse effect on our business, financial condition,
results of operations and cash flows.
  
    
    downturn in the North American economy, including the reduced access to capital
markets for our customers funding of projects, any sustained periods of inflation or
deflation, and the resulting negative impact it has on the financial strength of our
customers;
    
    changes in demand for our equipment or the prices we charge due to changes in
economic conditions, competition or other factors;
    
    the timing of expenditures for new equipment and the disposal of used equipment,
including the ability to effectively and efficiently reduce our fleet size by selling in the
open market for used equipment;
    
    changes in the interest rates applicable to our variable rate debt;
    
    general economic conditions in the markets where we operate;
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
    
    the cyclical nature of our customers businesses, particularly those operating
in the non-residential construction and industrial or non-construction sectors;
    
    rental rate changes in response to competitive factors;
    
    our inability to maintain our price levels during long-term periods of economic
decline;
    
    bankruptcy or insolvency of our competitors leading to a larger than expected
amount of used equipment in the open market;
    
    bankruptcy or insolvency of our customers, thereby reducing demand for used
rental equipment;
    
    reduction in the demand for used equipment may result in lower sales prices and
volume for used equipment sales;
    
    aging of our fleet, ultimately resulting in lower sales prices and volume for
used equipment sales;
    
    seasonal rental patterns, with rental activity tending to be lowest in the
winter;
    
    downturn in oil and petrochemical-related sectors from which we derive a large
share of our industrial revenue;
    
    timing of acquisitions of companies and new location openings and related costs;
    
    labor shortages, work stoppages or other labor difficulties;
    
    disruptions of fuel supplies or increases in fuel prices;
    
    possible unrecorded liabilities of acquired companies;
    
    our effectiveness in integrating acquired businesses and new locations into our
existing operations; and
    
    possible write-offs or exceptional charges due to changes in applicable
accounting standards, goodwill impairment, impairment of obsolete or damaged equipment or
other assets, or the refinancing of our existing debt.
  The non-residential construction market is currently experiencing a downturn which, if sustained,
could harm our business, liquidity and results of operations.
  Our reliance on available borrowings under the New Senior ABL Revolving Facility and cash from
operating activities is necessary to operate our business and subjects us to a number of risks,
many of which are beyond our control.
  12




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The effects of the recent economic crisis have had and may continue to have a negative impact on
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.
  If we are unable to collect on contracts with customers, our operating results would be adversely
affected.
  13




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If our operating costs increase as our rental equipment fleet ages and we are unable to pass
along such costs, our earnings will decrease.
  Our operational measures designed to increase revenue while continuing to control operating costs
may not generate the improvements and efficiencies we expect.
  The cost of new equipment we use in our rental equipment fleet could increase and therefore we may
spend more for replacement equipment, and in some cases we may not be able to procure equipment on
a timely basis due to supplier constraints.
  An impairment of our goodwill could have a material non-cash adverse impact on our results of
operations.
  Our rental equipment 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.
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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.
  Our business relies to some extent on third-party contractors to provide us with various services
to assist us with conducting our business, which could adversely affect our business upon the
termination or disruption of our third-party contractor relationships.
  Oak Hill or its 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 or attract key management and personnel, we may be unable to implement our
business plan.
 15




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The impairment of financial institutions may adversely affect us.
  We are exposed to various possible claims relating to our business and our insurance may not fully
protect us against those claims.
   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.
  16




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Environmental, health and safety laws, regulations and requirements and the costs of complying with
them, or any liability or obligation imposed under them, could adversely affect our financial
position, results of operations or cash flow.
     Our costs of doing business could increase as a result of changes in U.S. federal, state or local
regulations.
  We may not be able to adequately protect our intellectual property and other proprietary rights
that are material to our business.
  17




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Certain existing stockholders of RSC Holdings have significant control over our company and large
ownership positions that could be sold, transferred or distributed.
  We face risks related to changes in our ownership.
  Risks Related to Our Indebtedness
 We have substantial debt, which could adversely affect our financial condition, our ability to
obtain financing in the future and our ability to react to changes in our business and make
payments on our indebtedness.
  
    
    make it more difficult for us to satisfy our obligations to the holders of our
Notes and to the lenders under our New Senior ABL Revolving Facility, resulting in possible
defaults on and acceleration of such debt;
    
    require us to dedicate a substantial portion of our cash flow from operations to
make payments on our debt, which would reduce the availability of our cash flow from
operations to fund working capital, capital expenditures, acquisitions or other general
corporate purposes;
    
    increase our vulnerability to general adverse economic and industry conditions,
including interest rate fluctuations, because a portion of our borrowings, including under
the New Senior ABL Revolving Facility, bears interest at variable rates;
    
    place us at a competitive disadvantage to our competitors with proportionately
less debt or comparable debt at more favorable interest rates;
    
    limit our ability to refinance our existing indebtedness on favorable terms or
at all or borrow additional funds in the future for, among other things, working capital,
capital expenditures, acquisitions or debt service requirements;
    
    limit our flexibility in planning for, or reacting to, changing conditions in
our business and industry; and
    
    limit our ability to react to competitive pressures, or make it difficult for us
to carry out capital spending that is necessary or important to our growth strategy and our
efforts to improve operating margins.
 18




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Despite our current indebtedness levels, we and our subsidiaries may be able to incur substantial
additional debt, which could further exacerbate the risks associated with our current substantial
debt.
  Restrictive covenants in certain of the agreements and instruments governing our indebtedness may
adversely affect our financial and operational flexibility.
  
    
    incur additional indebtedness or provide guarantees;
    
    engage in mergers, acquisitions or dispositions of assets;
    
    enter into sale-leaseback transactions;
    
    make dividends or other restricted payments;
    
    prepay other indebtedness;
    
    engage in certain transactions with affiliates;
    
    make investments;
    
    change the nature of our business;
    
    incur liens;
    
    enter into currency, commodity and other hedging transactions; and
    
    amend specified debt agreements.
  19




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
    
    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.
   We may not be able to generate sufficient cash to make payments on all of our debt, and our ability
to refinance all or a portion of our debt or obtain additional financing depends on many factors
beyond our control. As a result, we may be forced to take other actions to satisfy our obligations
under such indebtedness, which may not be successful.
  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.
  20




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An increase in interest rates would increase the cost of servicing our indebtedness and could
reduce our profitability.
  Risks Related to Market and Economic Factors
 Our operating and financial performance in any given period might not meet the guidance we may have
provided to the public.
  The certificate of incorporation and 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;
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
    
    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 stockholders from acting by written consent.
   
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
   
 Item 3. Legal Proceedings
   22




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Item 4. Reserved
 
 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 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006($ in thousands, except per share data)Consolidated statements of operations data:Revenues:Equipment rental revenue
    
    $
    1,060,266
    
    
    $
    1,073,021
    
    
    $
    1,567,254
    
    
    $
    1,543,175
    
    
    $
    1,368,712Sale of merchandise
    
    
    49,313
    
    
    
    51,951
    
    
    
    72,472
    
    
    
    80,649
    
    
    
    92,524Sale of used rental equipment
    
    
    124,845
    
    
    
    158,482
    
    
    
    125,443
    
    
    
    145,358
    
    
    
    191,652Total revenues
    
    
    1,234,424
    
    
    
    1,283,454
    
    
    
    1,765,169
    
    
    
    1,769,182
    
    
    
    1,652,888Cost of revenues:Cost of equipment rentals, excluding
depreciation (1)
    
    
    563,513
    
    
    
    540,945
    
    
    
    685,600
    
    
    
    634,215
    
    
    
    585,538Depreciation of rental equipment
    
    
    272,610
    
    
    
    285,668
    
    
    
    317,504
    
    
    
    295,248
    
    
    
    253,379Cost of merchandise sales
    
    
    35,701
    
    
    
    36,743
    
    
    
    49,370
    
    
    
    53,936
    
    
    
    61,675Cost of used rental equipment sales
    
    
    104,491
    
    
    
    148,673
    
    
    
    90,500
    
    
    
    103,076
    
    
    
    145,425Total cost of revenues
    
    
    976,315
    
    
    
    1,012,029
    
    
    
    1,142,974
    
    
    
    1,086,475
    
    
    
    1,046,017Gross profit
    
    
    258,109
    
    
    
    271,425
    
    
    
    622,195
    
    
    
    682,707
    
    
    
    606,871Operating expenses:Selling, general and administrative (1)
    
    
    146,791
    
    
    
    148,163
    
    
    
    175,703
    
    
    
    163,465
    
    
    
    143,698Management fees and recapitalization
expenses (2)(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,000
    
    
    
    10,836Depreciation and amortization of non-rental
equipment and intangibles
    
    
    40,213
    
    
    
    43,984
    
    
    
    49,567
    
    
    
    46,226
    
    
    
    38,783Other operating gains, net
    
    
    (5,592
    )
    
    
    (517
    )
    
    
    (1,010
    )
    
    
    (4,850
    )
    
    
    (6,968
    )Total operating expenses, net
    
    
    181,412
    
    
    
    191,630
    
    
    
    224,260
    
    
    
    227,841
    
    
    
    186,349Operating income
    
    
    76,697
    
    
    
    79,795
    
    
    
    397,935
    
    
    
    454,866
    
    
    
    420,522Interest expense, net
    
    
    194,471
    
    
    
    189,689
    
    
    
    201,849
    
    
    
    243,908
    
    
    
    197,085(Gain) loss on extinguishment of debt, net (4)
    
    
    
    
    
    
    (13,916
    )
    
    
    
    
    
    
    9,570
    
    
    
    Other (income) expense, net
    
    
    (539
    )
    
    
    707
    
    
    
    658
    
    
    
    (1,126
    )
    
    
    (311
    )(Loss) income before (benefit) provision for
income taxes
    
    
    (117,235
    )
    
    
    (96,685
    )
    
    
    195,428
    
    
    
    202,514
    
    
    
    233,748(Benefit) provision for income taxes (5)
    
    
    (43,719
    )
    
    
    (37,325
    )
    
    
    72,939
    
    
    
    79,260
    
    
    
    86,568Net (loss) income
    
    $
    (73,516
    )
    
    $
    (59,360
    )
    
    $
    122,489
    
    
    $
    123,254
    
    
    $
    137,180Preferred dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,997
    )Net (loss) income available for common
stockholders
    
    $
    (73,516
    )
    
    $
    (59,360
    )
    
    $
    122,489
    
    
    $
    123,254
    
    
    $
    129,183Weighted average shares outstanding used in
computing net (loss) income per common share:Basic and diluted
    
    
    1,000
    
    
    
    1,000
    
    
    
    1,000
    
    
    
    1,000
    
    
    
    1,000Net (loss) income per common share:Basic and diluted (6)
    
    $
    (73.52
    )
    
    $
    (59.36
    )
    
    $
    122.49
    
    
    $
    123.25
    
    
    $
    129.18
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Years Ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006($ in thousands)Other financial data:Depreciation of rental equipment
and depreciation and amortization
of non-rental equipment and
intangibles
    
    $
    312,823
    
    
    $
    329,652
    
    
    $
    367,071
    
    
    $
    341,474
    
    
    $
    292,162Capital expenditures:Rental
    
    $
    327,107
    
    
    $
    46,386
    
    
    $
    258,660
    
    
    $
    580,194
    
    
    $
    721,258Non-rental
    
    
    5,766
    
    
    
    4,952
    
    
    
    15,319
    
    
    
    20,674
    
    
    
    28,592Proceeds from sales of rental
equipment and non-rental equipment
    
    
    (127,796
    )
    
    
    (170,975
    )
    
    
    (131,987
    )
    
    
    (156,678
    )
    
    
    (207,613
    )Insurance proceeds from rental
equipment and property claims
    
    
    (4,368
    )
    
    
    (5,267
    )
    
    
    
    
    
    
    
    
    
    
    Net capital expenditures (inflows)
    
    $
    200,709
    
    
    $
    (124,904
    )
    
    $
    141,992
    
    
    $
    444,190
    
    
    $
    542,237Other operational data (unaudited):Fleet utilization (7)
    
    
    63.7
    %
    
    
    57.6
    %
    
    
    70.1
    %
    
    
    72.8
    %
    
    
    72.0
    %Average fleet age at period end
(months)
    
    
    44
    
    
    
    40
    
    
    
    33
    
    
    
    26
    
    
    
    25Same store rental revenue growth /
(decline) (8)
    
    
    0.5
    %
    
    
    (28.9
    )%
    
    
    2.4
    %
    
    
    11.1
    %
    
    
    18.9
    %Employees (9)
    
    
    4,427
    
    
    
    4,153
    
    
    
    5,014
    
    
    
    5,486
    
    
    
    5,187Original equipment fleet cost at
period end (in millions) (10)
    
    $
    2,345
    
    
    $
    2,324
    
    
    $
    2,695
    
    
    $
    2,670
    
    
    $
    2,346Consolidated balance sheet data:Rental equipment, net
    
    $
    1,336,424
    
    
    $
    1,384,999
    
    
    $
    1,766,978
    
    
    $
    1,929,514
    
    
    $
    1,738,670Total assets (11)
    
    
    2,717,975
    
    
    
    2,772,012
    
    
    
    3,297,228
    
    
    
    3,473,380
    
    
    
    3,316,305Debt
    
    
    2,069,181
    
    
    
    2,172,109
    
    
    
    2,569,067
    
    
    
    2,736,225
    
    
    
    3,006,426Total liabilities (11)
    
    
    2,755,252
    
    
    
    2,748,371
    
    
    
    3,254,108
    
    
    
    3,517,478
    
    
    
    3,750,938Total stockholders (deficit) equity
    
    
    (37,277
    )
    
    
    23,641
    
    
    
    43,120
    
    
    
    (44,098
    )
    
    
    (434,633
    )
 
 (1)
    
    Certain amounts in the consolidated statements of operations for the years ended December 31, 2009, 2008, 2007
and 2006 have been reclassified to conform with the current year presentation and consist of reclassifying the
salaries and associated benefit expenses for business development managers to selling, general and administrative
expense from cost of equipment rentals excluding depreciation. The reclassification resulted in a reduction to
previously reported cost of equipment rentals, excluding depreciation and a corresponding increase to previously
reported selling, general and administrative expense of $7.5 million, $7.0 million, $6.8 million and $5.7 million
in the years ended December 31, 2009, 2008, 2007 and 2006, respectively.(2)
    
    In conjunction with the Recapitalization, we entered into a monitoring agreement whereby we would pay management
fees of $1.5 million per quarter to the Sponsors. The monitoring agreement was terminated in connection with our
initial public offering and a $20.0 million termination fee (also included in management fees) was paid.(3)
    
    The 2006 amount includes recapitalization expenses of approximately $10.3 million for fees and expenses related
to the consummation of the Recapitalization that were not otherwise capitalized or applied to stockholders
equity.(4)
    
    (Gain) loss on extinguishment of debt, net for the year ended December 31, 2009 consists of a $17.6 million net
gain from the repayment of debt outstanding under the Second Lien Term Facility offset by a $3.7 million loss
associated with the repayment of our Old Senior ABL Term Loan. The $17.6 million net gain associated with the
repayment of our Second Lien Term Facility includes a $26.9 million gain, which represents the difference between
the carrying value of debt repaid under the Second Lien Term Facility and the repurchase price offset by $2.9
million of creditor and third party fees incurred in connection with the repayment and the associated amendments
to our Old Senior ABL Facilities credit agreement and Second Lien Term Facility agreement as well 25




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as $6.4 million
of unamortized deferred financing costs that were expensed. The $3.7 million loss from the extinguishment of our
Old Senior ABL Term Loan includes $1.4 million of creditor fees incurred to amend the Old Senior ABL Facilities
credit agreement in connection with the repayment of the Old Senior ABL Term Loan and $2.3 million of unamortized
deferred financing costs that were expensed.Loss on extinguishment of debt for the year ended December 31, 2007 includes a $4.6 million prepayment penalty
related to the $230.7 million repayment of Second Lien Term Facility debt and the write-off of $5.0 million of
deferred financing costs associated with the repayment.(5)
    
    Prior to the Recapitalization, RSC Holdings had other lines of businesses and the consolidated tax return of RSC
Holdings for those periods included the results from those other lines of businesses. Our income taxes as
presented in the consolidated financial statements for the period prior to the Recapitalization are calculated on
a separate tax return basis that does not include the results from those other lines of businesses. Under Atlas
ownership, RSC Holdings managed its tax position and remitted tax payments for the benefit of its entire
portfolio of businesses, and its tax strategies were not necessarily reflective of the tax strategies that we
would have followed or do follow as a stand-alone company. Tax payments were not made for the Company on a
stand-alone basis prior to the Recapitalization.(6)
    
    For purposes of calculating basic and diluted net income per common share, net income for the year ended December
31, 2006 has been adjusted for preferred stock dividends.(7)
    
    Fleet utilization is defined as the average aggregate dollar value of equipment rented by customers (based on
original equipment fleet cost) during the relevant period, divided by the average aggregate dollar value of all
equipment owned (based on original equipment fleet cost) during the relevant period.  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(in millions)Average aggregate
dollar value of all
equipment owned
(original cost)
    
    $
    2,339.9
    
    
    $
    2,484.7
    
    
    $
    2,731.2
    
    
    $
    2,535.7
    
    
    $
    2,197.8Average aggregate dollar
value of equipment on
rent
    
    
    1,491.0
    
    
    
    1,431.5
    
    
    
    1,913.9
    
    
    
    1,844.9
    
    
    
    1,582.8Fleet utilization
    
    
    63.7
    %
    
    
    57.6
    %
    
    
    70.1
    %
    
    
    72.8
    %
    
    
    72.0
    %
 (8)
    
    Same store rental revenue growth or decline is calculated as the year-over-year change in rental revenue for locations that are open at the
end of the period reported and have been operating under our direction for more than 12 months.(9)
    
    Employee count is given as of the end of the
period indicated and the data reflects the actual headcount as of each period presented.(10)
    
    Original Equipment Fleet Cost (OEC) is defined
as the original dollar value of rental equipment purchased from the original equipment manufacturer (OEM). Fleet purchased from non-OEM
sources is assigned a comparable OEC dollar value at the time of purchase.(11)
    
    In 2010, the Company changed to a classified balance sheet
presentation. Consolidated balance sheet data at December 31, 2009, 2008, 2007 and 2006 have been reclassified to conform to this
presentation. As a result of this change, total assets and total liabilities increased by $43.7 million, $28.7 million, $19.0 million and
$11.3 million at December 31, 2009, 2008, 2007 and 2006, respectively, from the previously reported amounts. This change was due to the
separate presentation of current deferred tax assets, net, which was previously reported within deferred tax liabilities, net.
 26




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
    Years Ended December 31,2010
    
    
    2009
    
    
    2008Total revenues
    
    $
    1,234,424
    
    
    $
    1,283,454
    
    
    $
    1,765,169(Loss) income before (benefit) provision for income taxes
    
    
    (117,235
    )
    
    
    (96,685
    )
    
    
    195,428Net (loss) income
    
    
    (73,516
    )
    
    
    (59,360
    )
    
    
    122,489
  Years Ended December 31,2010
    
    
    2009
    
    
    2008Adjusted EBITDA (in millions) (a)
    
    $
    393.3
    
    
    $
    413.7
    
    
    $
    768.0Fleet utilization (b)
    
    
    63.7
    %
    
    
    57.6
    %
    
    
    70.1
    %Average fleet age at period end (months) (c)
    
    
    44
    
    
    
    40
    
    
    
    33Original equipment fleet cost at period end (in millions) (d)
    
    $
    2,345
    
    
    $
    2,324
    
    
    $
    2,695
 
 (a)
    
    Defined as consolidated net (loss) income before net interest expense, income taxes and
depreciation and amortization and before certain other items, including (gain) loss on
extinguishment of debt, net, share-based compensation and other (income) expense, net.
Adjusted EBITDA is not a recognized measure under GAAP. See reconciliation between net
(loss) income and Adjusted EBITDA and reconciliation between net cash provided by operating
activities and Adjusted EBITDA under Liquidity and Capital Resources  Adjusted EBITDA.(b)
    
    Defined as the average aggregate dollar value of equipment rented by customers (based
on original equipment fleet cost or OEC) during the relevant period, divided by the
average aggregate dollar value of all equipment owned (based on OEC) during the relevant
period.(c)
    
    Defined as the number of months since an equipment unit was first placed in service,
weighted by multiplying individual equipment ages by their respective original costs and
dividing the sum of those individual calculations by the total original cost. Equipment
refurbished by the original equipment manufacturer is considered new.(d)
    
    Defined as the original dollar value of rental equipment purchased from the original
equipment manufacturer (OEM). Fleet purchased from non-OEM sources is assigned a
comparable OEC dollar value at the time of purchase. 27




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Business Environment and Outlook
    28




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Recent Developments
 $650.0 million Senior Unsecured Notes Offering
  New Senior ABL Revolving Facility
  Factors Affecting Our Results of Operations
  29




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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, replacement parts,
consumables and ancillary products and, to a lesser extent, new equipment.
    
    Sale of used rental equipment represents revenues derived from the sale of rental
equipment that has previously been included in our rental fleet.
 Cost of revenues:
 
    
    Cost of equipment rentals, excluding depreciation, consists primarily of wages and
benefits for employees involved in the delivery and maintenance of rental equipment, rental
location facility costs and rental equipment repair and maintenance expenses.
    
    Depreciation of rental equipment consists of straight-line depreciation of equipment
included in our rental fleet.
    
    Cost of merchandise sales represents the costs of acquiring those items.
    
    Cost of used rental equipment sales represents the net book value of rental equipment at
the date of sale.
     30




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Percent of RevenueYears Ended
    
    
    Years EndedDecember 31,
    
    
    December 31,
    
    
    Increase (Decrease)2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010 versus 2009Revenues:Equipment rental revenue
    
    $
    1,060,266
    
    
    $
    1,073,021
    
    
    
    85.9
    %
    
    
    83.6
    %
    
    $
    (12,755
    )
    
    
    (1.2
    )%Sale of merchandise
    
    
    49,313
    
    
    
    51,951
    
    
    
    4.0
    
    
    
    4.0
    
    
    
    (2,638
    )
    
    
    (5.1
    )Sale of used rental equipment
    
    
    124,845
    
    
    
    158,482
    
    
    
    10.1
    
    
    
    12.4
    
    
    
    (33,637
    )
    
    
    (21.2
    )Total revenues
    
    
    1,234,424
    
    
    
    1,283,454
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    (49,030
    )
    
    
    (3.8
    )Cost of revenues:Cost of equipment rentals,
excluding depreciation
    
    
    563,513
    
    
    
    540,945
    
    
    
    45.6
    
    
    
    42.1
    
    
    
    22,568
    
    
    
    4.2Depreciation of rental equipment
    
    
    272,610
    
    
    
    285,668
    
    
    
    22.1
    
    
    
    22.3
    
    
    
    (13,058
    )
    
    
    (4.6
    )Cost of merchandise sales
    
    
    35,701
    
    
    
    36,743
    
    
    
    2.9
    
    
    
    2.9
    
    
    
    (1,042
    )
    
    
    (2.8
    )Cost of used rental equipment sales
    
    
    104,491
    
    
    
    148,673
    
    
    
    8.5
    
    
    
    11.6
    
    
    
    (44,182
    )
    
    
    (29.7
    )Total cost of revenues
    
    
    976,315
    
    
    
    1,012,029
    
    
    
    79.1
    
    
    
    78.9
    
    
    
    (35,714
    )
    
    
    (3.5
    )Gross profit
    
    
    258,109
    
    
    
    271,425
    
    
    
    20.9
    
    
    
    21.1
    
    
    
    (13,316
    )
    
    
    (4.9
    )Operating expenses:Selling, general and administrative
    
    
    146,791
    
    
    
    148,163
    
    
    
    11.9
    
    
    
    11.5
    
    
    
    (1,372
    )
    
    
    (0.9
    )Depreciation and amortization of
non-rental equipment and
intangibles
    
    
    40,213
    
    
    
    43,984
    
    
    
    3.3
    
    
    
    3.4
    
    
    
    (3,771
    )
    
    
    (8.6
    )Other operating gains, net
    
    
    (5,592
    )
    
    
    (517
    )
    
    
    (0.5
    )
    
    
    (0.0
    )
    
    
    (5,075
    )
    
    
    n/aTotal operating expenses, net
    
    
    181,412
    
    
    
    191,630
    
    
    
    14.7
    
    
    
    14.9
    
    
    
    (10,218
    )
    
    
    (5.3
    )Operating income
    
    
    76,697
    
    
    
    79,795
    
    
    
    6.2
    
    
    
    6.2
    
    
    
    (3,098
    )
    
    
    (3.9
    )Interest expense, net
    
    
    194,471
    
    
    
    189,689
    
    
    
    15.8
    
    
    
    14.8
    
    
    
    4,782
    
    
    
    2.5Gain on extinguishment of debt, net
    
    
    
    
    
    
    (13,916
    )
    
    
    
    
    
    
    (1.1
    )
    
    
    13,916
    
    
    
    n/aOther (income) expense, net
    
    
    (539
    )
    
    
    707
    
    
    
    0.0
    
    
    
    0.1
    
    
    
    (1,246
    )
    
    
    n/aLoss before benefit for income taxes
    
    
    (117,235
    )
    
    
    (96,685
    )
    
    
    (9.5
    )
    
    
    (7.5
    )
    
    
    (20,550
    )
    
    
    n/aBenefit for income taxes
    
    
    43,719
    
    
    
    37,325
    
    
    
    3.5
    
    
    
    2.9
    
    
    
    6,394
    
    
    
    n/aNet loss
    
    $
    (73,516
    )
    
    $
    (59,360
    )
    
    
    (6.0
    )%
    
    
    (4.6
    )%
    
    $
    (14,156
    )
    
    
    n/a
    31




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32




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Second Lien
    
    
    Old Senior ABLTerm Facility
    
    
    Facility
    
    
    TotalNet gain from repurchase of debt for less than par value
    
    $
    26,919
    
    
    $
    
    
    
    $
    26,919Fees incurred to repurchase debt
    
    
    (807
    )
    
    
    
    
    
    
    (807
    )Fees incurred to amend credit facilities
    
    
    (2,057
    )
    
    
    (1,448
    )
    
    
    (3,505
    )24,055
    
    
    
    (1,448
    )
    
    
    22,607Write-off of unamortized deferred financing costs
    
    
    (6,414
    )
    
    
    (2,277
    )
    
    
    (8,691
    )Gain (loss) on extinguishment of debt, net
    
    $
    17,641
    
    
    $
    (3,725
    )
    
    $
    13,916
  33




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Year Ended December 31, 2009 Compared with Year Ended December 31, 2008
  Percent of RevenueYears Ended
    
    
    Years EndedDecember 31,
    
    
    December 31,
    
    
    Increase (Decrease)2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009 versus 2008Revenues:Equipment rental revenue
    
    $
    1,073,021
    
    
    $
    1,567,254
    
    
    
    83.6
    %
    
    
    88.8
    %
    
    $
    (494,233
    )
    
    
    (31.5
    )%Sale of merchandise
    
    
    51,951
    
    
    
    72,472
    
    
    
    4.0
    
    
    
    4.1
    
    
    
    (20,521
    )
    
    
    (28.3
    )Sale of used rental equipment
    
    
    158,482
    
    
    
    125,443
    
    
    
    12.4
    
    
    
    7.1
    
    
    
    33,039
    
    
    
    26.3Total revenues
    
    
    1,283,454
    
    
    
    1,765,169
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    (481,715
    )
    
    
    (27.3
    )Cost of revenues:Cost of equipment rentals,
excluding depreciation
    
    
    540,945
    
    
    
    685,600
    
    
    
    42.1
    
    
    
    38.8
    
    
    
    (144,655
    )
    
    
    (21.1
    )Depreciation of rental equipment
    
    
    285,668
    
    
    
    317,504
    
    
    
    22.3
    
    
    
    18.0
    
    
    
    (31,836
    )
    
    
    (10.0
    )Cost of merchandise sales
    
    
    36,743
    
    
    
    49,370
    
    
    
    2.9
    
    
    
    2.8
    
    
    
    (12,627
    )
    
    
    (25.6
    )Cost of used rental equipment sales
    
    
    148,673
    
    
    
    90,500
    
    
    
    11.6
    
    
    
    5.1
    
    
    
    58,173
    
    
    
    64.3Total cost of revenues
    
    
    1,012,029
    
    
    
    1,142,974
    
    
    
    78.9
    
    
    
    64.8
    
    
    
    (130,945
    )
    
    
    (11.5
    )Gross profit
    
    
    271,425
    
    
    
    622,195
    
    
    
    21.1
    
    
    
    35.2
    
    
    
    (350,770
    )
    
    
    (56.4
    )Operating expenses:Selling, general and administrative
    
    
    148,163
    
    
    
    175,703
    
    
    
    11.5
    
    
    
    10.0
    
    
    
    (27,540
    )
    
    
    (15.7
    )Depreciation and amortization of
non-rental equipment and
intangibles
    
    
    43,984
    
    
    
    49,567
    
    
    
    3.4
    
    
    
    2.8
    
    
    
    (5,583
    )
    
    
    (11.3
    )Other operating gains, net
    
    
    (517
    )
    
    
    (1,010
    )
    
    
    (0.0
    )
    
    
    (0.1
    )
    
    
    493
    
    
    
    (48.8
    )Total operating expenses, net
    
    
    191,630
    
    
    
    224,260
    
    
    
    14.9
    
    
    
    12.7
    
    
    
    (32,630
    )
    
    
    (14.6
    )Operating income
    
    
    79,795
    
    
    
    397,935
    
    
    
    6.2
    
    
    
    22.5
    
    
    
    (318,140
    )
    
    
    (79.9
    )Interest expense, net
    
    
    189,689
    
    
    
    201,849
    
    
    
    14.8
    
    
    
    11.4
    
    
    
    (12,160
    )
    
    
    (6.0
    )Gain on extinguishment of debt, net
    
    
    (13,916
    )
    
    
    
    
    
    
    (1.1
    )
    
    
    
    
    
    
    (13,916
    )
    
    
    n/aOther expense, net
    
    
    707
    
    
    
    658
    
    
    
    0.1
    
    
    
    0.0
    
    
    
    49
    
    
    
    n/a(Loss) income before (benefit)
provision for income taxes
    
    
    (96,685
    )
    
    
    195,428
    
    
    
    (7.5
    )
    
    
    11.1
    
    
    
    (292,113
    )
    
    
    n/a(Benefit) provision for income taxes
    
    
    (37,325
    )
    
    
    72,939
    
    
    
    (2.9
    )
    
    
    4.1
    
    
    
    (110,264
    )
    
    
    n/aNet (loss) income
    
    $
    (59,360
    )
    
    $
    122,489
    
    
    
    (4.6
    )%
    
    
    6.9
    %
    
    $
    (181,849
    )
    
    
    n/a
     34




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Second Lien
    
    
    Old Senior ABLTerm Facility
    
    
    Facility
    
    
    TotalNet gain from repurchase of debt for less than par value
    
    $
    26,919
    
    
    $
    
    
    
    $
    26,919Fees incurred to repurchase debt
    
    
    (807
    )
    
    
    
    
    
    
    (807
    )Fees incurred to amend credit facilities
    
    
    (2,057
    )
    
    
    (1,448
    )
    
    
    (3,505
    )24,055
    
    
    
    (1,448
    )
    
    
    22,607Write-off of unamortized deferred financing costs
    
    
    (6,414
    )
    
    
    (2,277
    )
    
    
    (8,691
    )Gain (loss) on extinguishment of debt, net
    
    $
    17,641
    
    
    $
    (3,725
    )
    
    $
    13,916
  36




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##### Table of Contents



Liquidity
and Capital Resources
 Cash Flows and Liquidity
   Years Ended December 31,2010
    
    
    2009
    
    
    2008(in 000s)Net cash provided by operating activities
    
    $
    324,860
    
    
    $
    269,956
    
    
    $
    363,439Net cash (used in) provided by investing activities
    
    
    (200,709
    )
    
    
    124,904
    
    
    
    (175,230
    )Net cash used in financing activities
    
    
    (126,081
    )
    
    
    (405,194
    )
    
    
    (184,434
    )Effect of foreign exchange rates on cash
    
    
    905
    
    
    
    1,199
    
    
    
    (144
    )Net (decrease) increase in cash and cash equivalents
    
    $
    (1,025
    )
    
    $
    (9,135
    )
    
    $
    3,631
  Operating activities  .
   Investing activities 
  37




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Financing activities 
   Indebtedness
    38




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Outlook
   39




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##### Table of Contents



Contractual Obligations
  Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 Years(in millions)Contractual ObligationsDebt (1)
    
    $
    2,003.6
    
    
    $
    
    
    
    $
    783.6
    
    
    $
    620.0
    
    
    $
    600.0Capital leases (1)
    
    
    77.8
    
    
    
    25.3
    
    
    
    34.5
    
    
    
    14.2
    
    
    
    3.8Interest on
debt and capital leases (2)
    
    
    805.3
    
    
    
    175.7
    
    
    
    312.8
    
    
    
    175.5
    
    
    
    141.3Operating leases
    
    
    170.7
    
    
    
    53.8
    
    
    
    74.1
    
    
    
    29.4
    
    
    
    13.4Purchase obligations (3)
    
    
    77.6
    
    
    
    77.6
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    3,135.0
    
    
    $
    332.4
    
    
    $
    1,205.0
    
    
    $
    839.1
    
    
    $
    758.5
 
 (1)
    
    Principal payments are reflected when contractually required, and no early paydowns or increase of debt since
December 31, 2010 are reflected, including the repayment of our Second Lien Term Facility in January 2011 and the
partial redemption of our 2014 Notes, the repayment of the Old Senior ABL Revolving Facility and increase in debt
under the New Senior ABL Revolving Facility in February 2011, as previously described under Recent Developments.
Principal payments on the Old Senior ABL Revolving Facility are presented within the 1-3 Years column above.(2)
    
    Estimated interest for debt for all periods presented is calculated using the interest rate available as of December
31, 2010 and includes calculated payments due under our interest rate swap agreements as well as fees for the unused
portion of our Old Senior ABL Revolving Facility. See Note 5 to our consolidated financial statements for additional
information. The above table does not reflect settlement of certain interest rate swap agreements and estimated
interest payments associated with the New Senior ABL Revolving Facility. See Recent Developments.(3)
    
    As of December 31, 2010, we had outstanding purchase orders with our equipment suppliers. These purchase orders,
which were negotiated in the ordinary course of business, total approximately $77.6 million. Generally, these
purchase orders can be cancelled by us with 30 days notice and without cancellation penalties.  Capital Expenditures
  Rental Equipment
    
    
    Property and Non-Rental EquipmentNet Capital
    
    
    
    
    
    
    
    
    Net CapitalGross Capital
    
    
    Disposal
    
    
    Expenditures
    
    
    Gross Capital
    
    
    Disposal
    
    
    ExpendituresExpenditures
    
    
    Proceeds
    
    
    (Inflows)
    
    
    Expenditures
    
    
    Proceeds
    
    
(Inflows)(in millions)2010
    
    $
    327.1
    
    
    $
    124.8
    
    
    $
    202.3
    
    
    $
    5.8
    
    
    $
    3.0
    
    
    $
    2.82009
    
    
    46.4
    
    
    
    158.5
    
    
    
    (112.1
    )
    
    
    5.0
    
    
    
    12.5
    
    
    
    (7.5
    )2008
    
    
    258.7
    
    
    
    125.4
    
    
    
    133.3
    
    
    
    15.3
    
    
    
    6.5
    
    
    
    8.8
 Adjusted EBITDA
  40




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Years Ended December 31,2010
    
    
    2009
    
    
    2008(in 000s)Net (loss) income
    
    $
    (73,516
    )
    
    $
    (59,360
    )
    
    $
    122,489Depreciation of rental equipment
and depreciation and amortization
of non-rental equipment and
intangibles
    
    
    312,823
    
    
    
    329,652
    
    
    
    367,071Interest expense, net
    
    
    194,471
    
    
    
    189,689
    
    
    
    201,849(Benefit) provision for income taxes
    
    
    (43,719
    )
    
    
    (37,325
    )
    
    
    72,939EBITDA
    
    $
    390,059
    
    
    $
    422,656
    
    
    $
    764,348Adjustments:Gain on extinguishment of debt, net
    
    
    
    
    
    
    (13,916
    )
    
    
    Share-based compensation
    
    
    3,753
    
    
    
    4,224
    
    
    
    2,993Other (income) expense, net
    
    
    (539
    )
    
    
    707
    
    
    
    658Adjusted EBITDA
    
    $
    393,273
    
    
    $
    413,671
    
    
    $
    767,999
  Years Ended December 31,2010
    
    
    2009
    
    
    2008(in 000s)Net cash provided by operating activities
    
    $
    324,860
    
    
    $
    269,956
    
    
    $
    363,439Gain on sales of rental and non-rental property
and equipment, net of non-cash write-offs
    
    
    19,376
    
    
    
    7,091
    
    
    
    26,106Gain on settlement of insurance property claims
    
    
    3,426
    
    
    
    
    
    
    
    Cash paid for interest
    
    
    181,272
    
    
    
    155,295
    
    
    
    199,210Cash (received) paid for taxes, net
    
    
    (26,539
    )
    
    
    (8,632
    )
    
    
    30,988Other (income) expense, net
    
    
    (539
    )
    
    
    707
    
    
    
    658Changes in other operating assets and liabilities
    
    
    (108,583
    )
    
    
    (10,746
    )
    
    
    147,598Adjusted EBITDA
    
    $
    393,273
    
    
    $
    413,671
    
    
    $
    767,999
 Free Cash Flow
  41




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Years Ended December 31,2010
    
    
    2009
    
    
    2008(in 000s)Net cash provided by operating activities
    
    $
    324,860
    
    
    $
    269,956
    
    
    $
    363,439Purchases of rental equipment
    
    
    (327,107
    )
    
    
    (46,386
    )
    
    
    (258,660
    )Purchases of property and equipment
    
    
    (5,766
    )
    
    
    (4,952
    )
    
    
    (15,319
    )Proceeds from sales of rental equipment
    
    
    124,845
    
    
    
    158,482
    
    
    
    125,443Proceeds from sales of property and equipment
    
    
    2,951
    
    
    
    12,493
    
    
    
    6,544Insurance proceeds from rental equipment and property claims
    
    
    4,368
    
    
    
    5,267
    
    
    
    Net capital (expenditures) inflows
    
    
    (200,709
    )
    
    
    124,904
    
    
    
    (141,992
    )Free cash flow
    
    $
    124,151
    
    
    $
    394,860
    
    
    $
    221,447
 Critical Accounting Policies and Estimates
   Rental Equipment
    42




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Impairment of Long-Lived Assets
      Business Combinations
  43




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Goodwill
       Reserve for Claims
  44




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##### Table of Contents



Derivative Instruments and Hedging Activities
  Revenue Recognition
    Share-Based Compensation
   45




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Income Taxes
    Recent Accounting Pronouncements
   46




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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
  Interest Rate Risk
    47




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Currency Exchange Risk
  Inflation
  
 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
  48




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Managements Report on Internal Control over Financial Reporting
    Internal Control  Integrated Framework
  
 Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
   
 Item 11. Executive Compensation
  49




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
 Matters
 Equity Compensation Plan Information
  Number of securitiesremaining available forNumber of securities to
    
    
    Weighted-average
    
    
    future issuance underbe issued upon exercise
    
    
    exercise price of
    
    
    equity compensationof outstanding options,
    
    
    outstanding options,
    
    
    plans (excluding securitieswarrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
(1)(2)
    
    
    6,294,886
    
    
    $
    8.03
    
    
    
    3,297,545Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    6,294,886
    
    
    $
    8.03
    
    
    
    3,297,545
 
 (1)
    
    Represents the RSC Holdings Inc. Amended and Restated Stock Incentive Plan.(2)
    
    The weighted-average exercise price does not include outstanding restricted stock units.  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accountant Fees and Services
  2010
    
    
    2009Audit fees(1)
    
    $
    1,281,400
    
    
    $
    1,562,300Audit-related fees(2)
    
    
    37,300
    
    
    
    32,500Tax fees(3)
    
    
    5,500
    
    
    
    40,000All other fees
    
    
    0
    
    
    
    0Total
    
    $
    1,324,200
    
    
    $
    1,634,800
 
 (1)
    
    Audit fees for 2010 were for services rendered in connection with the
audit of the financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2010, and reviews of the
financial statements included in our Quarterly Reports on Form 10-Q
for 2010. Audit fees for 2010 also included fees for non-recurring
services associated with the filing of our registration statement on
Form S-4, which related to the exchange offer on our outstanding
high-yield debt securities. Audit fees for 2009 were for services
rendered in connection with the audit of the financial statements
included in our Annual Report on Form 10-K for the year ended December
31, 2009, and 50




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reviews of the financial statements included in our
Quarterly Reports on Form 10-Q for 2009. Audit fees for 2009 also
included $0.2 million of fees associated with the preparation of
comfort letters issued in connection with our 2009 high-yield debt
issuances, which consisted of a $400.0 million senior secured notes
offering and a $200.0 million senior notes offering.(2)
    
    Audit-related fees for 2010 and 2009 were for services rendered in
connection with the audits of our employee benefit plan and a debt
covenant compliance review.(3)
    
    Tax fees for 2010 were for services rendered in connection with a
review of our Canadian tax return. Tax fees for 2009 were for
services rendered in connection with an analysis of our tax accounting
methods.  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
    51




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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
    
    Chief Executive Officer,
    
    February 10, 2011Erik Olsson
    
    President and Director*(Principal Executive Officer)/s/ Patricia D. Chiodo
Patricia D. Chiodo
    
    Senior Vice President and Chief Financial Officer
(Principal Financial and Principal
Accounting Officer)
    
    February 10, 2011/s/ Denis Nayden
    
    Chairman of the Board, Director*
    
    February 10, 2011Denis Nayden/s/ J. Taylor Crandall
    
    Director*
    
    February 10, 2011J. Taylor Crandall/s/ Edward Dardani
    
    Director*
    
    February 10, 2011Edward Dardani/s/ Pierre Leroy
    
    Director*
    
    February 10, 2011Pierre Leroy/s/ John R. Monsky
    
    Director*
    
    February 10, 2011John R. Monsky/s/ James Ozanne
    
    Director*
    
    February 10, 2011James Ozanne/s/ Donald C. Roof
    
    Director*
    
    February 10, 2011Donald C. Roof
 
 *
    
    Member of the Board of Directors of RSC Holdings Inc. and RSC Equipment Rental, Inc. RSC
Holdings III, LLC is an indirect, wholly-owned subsidiary of RSC Holdings Inc. and the board
functions of RSC Holdings III, LLC are performed by RSC Holdings Inc. 52




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RSC HOLDINGS III, LLC AND SUBSIDIARIES
 ANNUAL REPORT ON FORM 10-K
 EXHIBIT INDEX
 Incorporated By ReferenceExhibit Number
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Filed Herewith2.1
    
    Recapitalization Agreement, dated as of October
6, 2006, by and among Atlas Copco AB, Atlas
Copco Finance S.à.r.l., Atlas Copco North
America Inc., RSC Acquisition LLC, RSC
Acquisition II LLC, OHCP II RSC, LLC, OHCMP II
RSC, LLC and OHCP II RSC COI, LLC
    
    S-1
    
    333-140644
    
    
    2.1
    
    
    2/13/20073.1
    
    Articles of Incorporation of RSC Equipment
Rental, Inc.
    
    S-4
    
    333-144615
    
    
    3.1
    
    
    7/16/20073.2
    
    Articles of Amendment to the Articles of
Incorporation of RSC Equipment Rental, Inc.
    
    S-4
    
    333-144615
    
    
    3.2
    
    
    7/16/20073.3
    
    Amended and Restated By-Laws of RSC Equipment
Rental, Inc.
    
    S-4
    
    333-144615
    
    
    3.3
    
    
    7/16/20073.4
    
    Certificate of Formation of RSC Holdings III, LLC
    
    S-4
    
    333-144615
    
    
    3.4
    
    
    7/16/20073.5
    
    Amended and Restated Limited Liability Company
Agreement of RSC Holdings III, LLC
    
    S-4
    
    333-144615
    
    
    3.5
    
    
    7/16/20074.1
    
    Indenture, dated as of November 27, 2006, by and
among Rental Service Corporation, RSC Holdings
III, LLC and Wells Fargo Bank, National
Association
    
    S-1
    
    333-140644
    
    
    4.1
    
    
    2/13/20074.2
    
    Registration Rights Agreement, dated November
27, 2006, by and among Rental Service
Corporation, RSC Holdings III, LLC, Deutsche
Bank Securities Inc., Citigroup Global Markets
Inc. and GE Capital Markets, Inc.
    
    S-1
    
    333-140644
    
    
    4.2
    
    
    2/13/20074.3
    
    U.S. Guarantee and Collateral Agreement, dated
as of November 27, 2006, by and among RSC
Holdings II, LLC, RSC Holdings III, LLC, Rental
Service Corporation and certain domestic
subsidiaries of RSC Holdings III, LLC that may
become party thereto from time to time, Deutsche
Bank AG, New York Branch, as collateral agent
and administrative agent
    
    S-1
    
    333-140644
    
    
    4.5
    
    
    2/13/20074.4
    
    Canadian Security Agreement, dated as of
November 27, 2006, by and among Rental Service
Corporation of Canada Ltd., Deutsche Bank AG,
Canada Branch as Canadian collateral agent
    
    S-1
    
    333-140644
    
    
    4.6
    
    
    2/13/20074.5
    
    Guarantee and Collateral Agreement, dated as of
November 27, 2006, by and between RSC Holdings
II, LLC, RSC Holdings III, LLC, Rental Service
Corporation, and certain domestic subsidiaries
of RSC Holdings III, LLC that may become party
thereto from time to time and Deutsche Bank AG,
New York Branch as collateral agent and
administrative agent
    
    S-1
    
    333-140644
    
    
    4.7
    
    
    2/13/20074.6
    
    Intercreditor Agreement, dated as of November
27, 2006, by and among RSC Holdings, II, LLC,
RSC Holdings III, LLC, Rental Service
Corporation, each other grantor from time to
time party thereto, Deutsche Bank AG, New York
Branch as U.S. collateral agent under the
first-lien loan documents and Deutsche Bank AG,
New York Branch in its capacity as collateral
agent under the second-lien loan documents
    
    S-1
    
    333-140644
    
    
    4.8
    
    
    2/13/2007
 E-1




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RSC HOLDINGS III, LLC AND SUBSIDIARIES
 ANNUAL REPORT ON FORM 10-K
 EXHIBIT
INDEX (CONTINUED)
 Incorporated By ReferenceExhibit Number
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Filed Herewith4.7
    
    Amended and Restated Stockholders Agreement
    
    S-4
    
    333-144625
    
    
    4.7
    
    
    7/17/20074.7.1
    
    Amendment No. 1 to Amended and Restated
Stockholders Agreement, dated August 24,
2009
    
    8-K
    
    333-144625
    
    
    4.7.1
    
    
    8/24/20094.7.2
    
    Amendment No. 2 to Amended and Restated
Stockholders Agreement, dated January 21,
2010
    
    8-K
    
    333-144625
    
    
    4.7.2
    
    
    1/27/20104.8
    
    Indenture, dated as of July 1, 2009,
by and among RSC Equipment Rental, Inc.,
RSC Holdings III, LLC, Wells Fargo
Bank, National Association, as Trustee, and Deutsche Bank AG, New
York Branch, as Note Collateral Agent
    
    8-K
    
    333-144625
    
    
    4.1
    
    
    7/2/20094.9
    
    First Amendment to Intercreditor
Agreement, dated as of July 1, 2009, by
and among RSC Holdings II, LLC, RSC
Holdings III, LLC, RSC Equipment Rental,
Inc., each other grantor from time to time
party thereto, Deutsche Bank AG, New York
Branch, as U.S. collateral agent under the
First-Lien Loan Documents (as defined
therein)
    
    8-K
    
    333-144625
    
    
    4.2
    
    
    7/2/20094.10
    
    First Lien Intercreditor Agreement, dated
as of July 1, 2009, by and among RSC
Holdings III, LLC, RSC Equipment Rental,
Inc., Deutsche Bank AG, New York Branch,
as U.S. collateral agent under the Senior
Loan Documents (as defined therein) and as
collateral agent under the First Lien Last
Out Note Documents (as defined therein
    
    8-K
    
    333-144625
    
    
    4.3
    
    
    7/2/20094.11
    
    Collateral Agreement, dated as of July 1,
2009, by and between RSC Equipment Rental,
Inc., RSC Holdings III, LLC, certain
domestic subsidiaries of RSC Holdings III,
LLC that may become party thereto from
time to time and Deutsche Bank AG, New
York Branch, as Note Collateral Agent
    
    8-K
    
    333-144625
    
    
    4.4
    
    
    7/2/20094.12
    
    Indenture, dated as of November 17, 2009,
by and among RSC Equipment Rental, Inc.,
RSC Holdings III, LLC and Wells Fargo
Bank, National Association, as Trustee
    
    8-K
    
    333-144625
    
    
    4.1
    
    
    11/17/20094.13
    
    Registration Rights Agreement, dated as of
November 17, 2009, by and among RSC
Equipment Rental, Inc., RSC Holdings III,
LLC and Deutsche Bank Securities Inc. and
the other initial purchasers named therein
    
    8-K
    
    333-144625
    
    
    4.2
    
    
    11/17/20094.14
    
    Indenture, dated as of January 19, 2011,
by and among RSC Equipment Rental, Inc.,
RSC Holdings III, LLC and Wells Fargo
Bank, National Association, as Trustee
    
    8-K
    
    333-144625
    
    
    4.1
    
    
    1/20/20114.15
    
    Registration Rights Agreement, dated as of
January 19, 2011, by and among RSC
Equipment Rental, Inc., RSC Holdings III,
LLC and Deutsche Bank Securities Inc. and
the other initial purchasers named therein
    
    8-K
    
    333-144625
    
    
    4.2
    
    
    1/20/201110.1+
    
    Amended and Restated Stock Incentive Plan
    
    DEF 14A
    
    001-33485
    
    
    B
    
    
    4/18/200810.2+
    
    Form of Employee Stock Option Agreements
    
    S-1
    
    333-140644
    
    
    10.2
    
    
    2/13/2007
 E-2




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RSC HOLDINGS III, LLC AND SUBSIDIARIES
 ANNUAL REPORT ON FORM 10-K
 EXHIBIT INDEX (CONTINUED)
 Incorporated By ReferenceExhibit
    
    
    
    
    
    
    
    
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith10.3+
    
    Form of Employee Stock Subscription Agreements
    
    S-1
    
    333-140644
    
    10.3
    
    2/13/200710.4+
    
    Form of Employment Agreement for executive officers
    
    S-1
    
    333-140644
    
    10.4
    
    2/13/200710.5
    

Indemnification Agreement, dated as of November 27, 2006, by and among Atlas Copco North America Inc.,
Rental Service Corporation, RSC Acquisition LLC,
RSC Acquisition II LLC, OHCP II RSC, LLC, OHCMP OO
RSC, LLC, OHCP II RSC COI, LLC, Ripplewood Holdings
L.L.C., Oak Hill Capital Management and Atlas Copco
Finance S.à.r.l.
    
    S-1
    
    333-140644
    
    10.5
    
    2/13/200710.6
    
    Monitoring
Agreement, dated as of November 27, 2006, by and among RSC Holdings Inc., Rental
Service Corporation, Ripplewood Holdings L.L.C. and
Oak Hill Capital Management, LLC
    
    S-1
    
    333-140644
    
    10.6
    
    2/13/200710.7
    
    Credit
Agreement, dated as of November 27, 2006, by and among RSC Holdings II, LLC, RSC Holdings III,
LLC, Rental Service Corporation, Rental Service
Corporation of Canada Ltd., Deutsche Bank AG, New
York Branch, Deutsche Bank AG, Canada Branch,
Citicorp North America, Inc., Bank of America,
N.A., LaSalle Business Credit, LLC and Wachovia
Capital Finance Corporation (Western)
    
    S-1/A
    
    333-140644
    
    10.7
    
    3/27/200710.8
    
    Second Lien
Term Loan Credit Agreement, dated as of November 27, 2006, by and among RSC Holdings II,
LLC, RSC Holdings III, LLC, Rental Service
Corporation, Deutsche Bank AG, New York Branch,
Citicorp North America, Inc., GE Capital markets,
Inc., Deutsche Bank Securities Inc., Citigroup
Global Markets Inc. and General Electric Capital
Corporation
    
    S-1/A
    
    333-140644
    
    10.8
    
    3/27/200710.9+
    
    RSC Holdings Inc. 2007 Annual Incentive Plan
    
    S-1/A
    
    333-140644
    
    10.9
    
    4/18/200710.10+
    
    Form of Indemnification Agreement
    
    S-1/A
    
    333-140644
    
    10.10
    
    5/21/200710.11+
    
    Form of Cost Reimbursement Agreement
    
    S-1/A
    
    333-140644
    
    10.11
    
    5/21/200710.12+
    
    Form of Director Restricted Stock Unit Agreement
    
    S-1/A
    
    333-140644
    
    10.12
    
    5/21/200710.13
    
    Executive Employment and Non competition Agreement by and between David Mathieson and RSC Holdings Inc. effective January 2, 2008
    
    8-K
    
    333-144625
    
    10.1
    
    12/3/200710.14
    
    RSC Non-Qualified Deferred Compensation Savings Plan
    
    10-K
    
    001-33485
    
    10.14
    
    2/25/200910.15
    
    Form of First Amendment to the Amended and Restated Executive Employment and Noncompetition Agreement
 President and Chief Executive Officer
    
    8-K
    
    333-144625
    
    10.1
    
    3/5/2009
 E-3




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
 ANNUAL REPORT ON FORM 10-K
 EXHIBIT INDEX (CONTINUED)
 Incorporated By ReferenceExhibitNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Filed 
Herewith10.16
    

Form of First Amendment to the
Executive
Employment and
Noncompetition
Agreement  Senior
Vice President
    
    8-K
    
    333-144625
    
    10.2
    
    3/5/200910.17
    

First Amendment to Credit Agreement,
dated as of June
26, 2009, by and
among RSC Holdings
II, LLC, RSC
Holdings III, LLC,
RSC Equipment
Rental, Inc., RSC
Equipment Rental of
Canada Ltd.,
Deutsche Bank AG,
New York Branch, as
U.S. administrative
agent, Deutsche
Bank AG, Canada
Branch, as Canadian
administrative
agent, and the
other financial
institutions party
thereto from time
to time
    
    8-K
    
    333-144625
    
    10.1
    
    7/2/200910.18
    
    Second
Amendment to Credit Agreement,
dated as of July
30, 2009, by and
among RSC Holdings
II, LLC, RSC
Holdings III, LLC,
RSC Equipment
Rental, Inc., RSC
Equipment Rental of
Canada Ltd.,
Deutsche Bank AG,
New York Branch, as
U.S. administrative
agent, Deutsche
Bank AG, Canada
Branch, as Canadian
administrative
agent, and the
other financial
institutions party
thereto from time
to time
    
    8-K
    
    333-144625
    
    10.1
    
    7/31/200910.19
    

Amended
and Restated Credit Agreement, dated as
of July 30, 2009,
by and among RSC
Holdings II, LLC,
RSC Holdings III,
LLC, RSC Equipment
Rental, Inc., RSC
Equipment Rental of
Canada Ltd.,
Deutsche Bank AG,
New York Branch, as
U.S. collateral
agent and U.S.
administrative
agent, Deutsche
Bank AG, Canada
Branch, as Canadian
administrative
agent and Canadian
collateral agent,
and the other
financial
institutions party
thereto
    
    8-K
    
    333-144625
    
    Annex
 A to Exhibit 10.1
    
    7/31/200910.20
    

First Amendment to Second-Lien Term
Loan Credit
Agreement, dated as
of August 21, 2009,
by and among RSC
Holdings II, LLC,
RSC Holdings III,
LLC, RSC Equipment
Rental, Inc.,
Deutsche Bank AG,
New York Branch, as
administrative
agent, and the
other financial
institutions party
thereto
    
    8-K
    
    333-144625
    
    10.1
    
    8/24/200910.21
    

First Amendment to Amended and
Restated Credit
Agreement, dated as
of November 9,
2009, by and among
RSC Holdings II,
LLC, RSC Holdings
III, LLC, RSC
Equipment Rental,
Inc., RSC Equipment
Rental of Canada
Ltd., Deutsche Bank
AG, New York
Branch, as U.S.
collateral agent
and U.S.
administrative
agent, Deutsche
Bank AG, Canada
Branch, as Canadian
administrative
agent and Canadian
collateral agent,
and the other
financial
institutions party
thereto
    
    8-K
    
    333-144625
    
    10.1
    
    11/17/2009
 E-4




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
 ANNUAL REPORT ON FORM 10-K
 EXHIBIT INDEX (CONTINUED)
 Incorporated By ReferenceExhibitNumber
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Filed 
Herewith10.22
    
    Second
Amendment to Second-Lien Term Loan Credit Agreement, dated as of November 9, 2009,
by and among RSC Holdings II, LLC, RSC Holdings
III, LLC, RSC Equipment Rental, Inc., Deutsche
Bank AG, New York Branch, as administrative
agent, and the other financial institutions
party thereto
    
    8-K
    
    333-144625
    
    10.2
    
    11/17/200910.23
    
    Amended and
Restated Executive Employment and Non competition Agreement by and between
Patricia D. Chiodo and RSC Holdings Inc.
effective November 28, 2006
    
    10-Q
    
    333-144625
    
    10.1
    
    4/23/201010.24+
    
    Form of Stock Option Agreement
    
    8-K
    
    001-33485
    
    10.1
    
    4/23/201010.25+
    
    Form of Stock
Option Agreement for Long-Term Incentive Equity Awards
    
    8-K
    
    001-33485
    
    10.2
    
    4/23/201010.26+
    
    Form of Employee Restricted Stock Unit Agreement
    
    8-K
    
    001-33485
    
    10.3
    
    4/23/201010.27
    
    Executive
Employment and Noncompetition Agreement, by and between Patricia D. Chiodo
and RSC Holdings Inc., effective October 1,
2010
    
    8-K
    
    333-144625
    
    10.1
    
    9/27/201031.1
    
    Certification
of Chief Executive Officer as required by Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended
    
    
    
    
    
    
    
    
    
    X31.2
    
    Certification
of Chief Financial Officer as required by Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended
    
    
    
    
    
    
    
    
    
    X32.1*
    
    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
    
    
    
    
    
    
    
    
    
    X
 
 +
    
    Compensation plans or arrangements in which directors or executive officers are eligible to
participate.*
    
    The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K, are
not deemed filed with the Securities and Exchange Commission and are not to be incorporated by
reference into any filing of RSC Holdings III, LLC or RSC Equipment
Rental, Inc., under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, whether made before or after the date of
this Annual Report on Form 10-K, irrespective of any general incorporation language contained
in such filing. E-5




---



##### 



RSC HOLDINGS III, LLC AND SUBSIDIARIES
  PageAudited Consolidated Financial Statements:Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets at December 31, 2010 and 2009
    
    
    F-4Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008
    
    
    F-5Consolidated Statements of Stockholders (Deficit) Equity and Comprehensive Income (Loss)
for the years ended December 31, 2010, 2009 and 2008
    
    
    F-6Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-9
  Supplementary Financial Data:
 F-1




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Internal Control  Integrated Framework
  
 F-2




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
    Internal
Control  Integrated Framework
   
 F-3




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
 December 31,2010
    
    
    2009AssetsCash and cash equivalents
    
    $
    3,510
    
    
    $
    4,535Accounts receivable, net
    
    
    228,532
    
    
    
    181,975Inventory
    
    
    14,171
    
    
    
    14,421Deferred tax assets, net
    
    
    17,912
    
    
    
    43,746Prepaid expense and other current assets
    
    
    13,798
    
    
    
    13,202Total current assets
    
    
    277,923
    
    
    
    257,879Rental equipment, net
    
    
    1,336,424
    
    
    
    1,384,999Property and equipment, net
    
    
    110,779
    
    
    
    123,197Goodwill and other intangibles, net
    
    
    939,302
    
    
    
    940,063Deferred financing costs
    
    
    44,205
    
    
    
    55,539Other long-term assets
    
    
    9,342
    
    
    
    10,335Total assets
    
    $
    2,717,975
    
    
    $
    2,772,012
 Liabilities and Stockholders (Deficit) Equity
 Accounts payable
    
    $
    193,819
    
    
    $
    46,275Accrued expenses and other current liabilities
    
    
    119,608
    
    
    
    131,378Current portion of long-term debt
    
    
    25,294
    
    
    
    27,329Total current liabilities
    
    
    338,721
    
    
    
    204,982Long-term debt
    
    
    2,043,887
    
    
    
    2,144,780Deferred tax liabilities, net
    
    
    330,862
    
    
    
    356,491Other long-term liabilities
    
    
    41,782
    
    
    
    42,118Total liabilities
    
    
    2,755,252
    
    
    
    2,748,371Commitments and contingenciesCommon stock, no par value, (1,000 shares authorized,
issued and outstanding at December 31, 2010 and
December 31, 2009)
    
    
    293,462
    
    
    
    288,761Accumulated deficit
    
    
    (332,831
    )
    
    
    (259,315
    )Accumulated other comprehensive income (loss)
    
    
    2,092
    
    
    
    (5,805
    )Total stockholders (deficit) equity
    
    
    (37,277
    )
    
    
    23,641Total liabilities and stockholders (deficit) equity
    
    $
    2,717,975
    
    
    $
    2,772,012
  F-4




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
 Years Ended December 31,2010
    
    
    2009
    
    
    2008Revenues:Equipment rental revenue
    
    $
    1,060,266
    
    
    $
    1,073,021
    
    
    $
    1,567,254Sale of merchandise
    
    
    49,313
    
    
    
    51,951
    
    
    
    72,472Sale of used rental equipment
    
    
    124,845
    
    
    
    158,482
    
    
    
    125,443Total revenues
    
    
    1,234,424
    
    
    
    1,283,454
    
    
    
    1,765,169Cost of revenues:Cost of equipment rentals, excluding depreciation
    
    
    563,513
    
    
    
    540,945
    
    
    
    685,600Depreciation of rental equipment
    
    
    272,610
    
    
    
    285,668
    
    
    
    317,504Cost of merchandise sales
    
    
    35,701
    
    
    
    36,743
    
    
    
    49,370Cost of used rental equipment sales
    
    
    104,491
    
    
    
    148,673
    
    
    
    90,500Total cost of revenues
    
    
    976,315
    
    
    
    1,012,029
    
    
    
    1,142,974Gross profit
    
    
    258,109
    
    
    
    271,425
    
    
    
    622,195Operating expenses:Selling, general and administrative
    
    
    146,791
    
    
    
    148,163
    
    
    
    175,703Depreciation and amortization of
non-rental equipment and intangibles
    
    
    40,213
    
    
    
    43,984
    
    
    
    49,567Other operating gains, net
    
    
    (5,592
    )
    
    
    (517
    )
    
    
    (1,010
    )Total operating expenses, net
    
    
    181,412
    
    
    
    191,630
    
    
    
    224,260Operating income
    
    
    76,697
    
    
    
    79,795
    
    
    
    397,935Interest expense, net
    
    
    194,471
    
    
    
    189,689
    
    
    
    201,849Gain on extinguishment of debt, net
    
    
    
    
    
    
    (13,916
    )
    
    
    Other (income) expense, net
    
    
    (539
    )
    
    
    707
    
    
    
    658(Loss) income before (benefit) provision for income taxes
    
    
    (117,235
    )
    
    
    (96,685
    )
    
    
    195,428(Benefit) provision for income taxes
    
    
    (43,719
    )
    
    
    (37,325
    )
    
    
    72,939Net (loss) income
    
    $
    (73,516
    )
    
    $
    (59,360
    )
    
    $
    122,489Weighted average shares outstanding used in computing
net (loss) income per common share:Basic and diluted
    
    
    1,000
    
    
    
    1,000
    
    
    
    1,000Net (loss) income per common share:Basic and diluted
    
    $
    (73.52
    )
    
    $
    (59.36
    )
    
    $
    122.49
  F-5




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RSC HOLDINGS III, LLC AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF STOCKHOLDERS (DEFICIT) EQUITY AND  COMPREHENSIVE INCOME (LOSS)
 AccumulatedOtherCommon Stock
    
    
    Accumulated
    
    
    Comprehensive
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Deficit
    
    
    Income (Loss)
    
    
    Income (Loss)
    
    
    TotalBalance, January 1, 2008
    
    
    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 $16,959
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,205
    )
    
    
    (27,205
    )
    
    
    (27,205
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    75,488Capital contributions
    
    
    
    
    
    
    1,471
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,471Excess tax benefits, net
    
    
    
    
    
    
    122
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    122Recapitalization adjustment
    
    
    
    
    
    
    
    
    
    
    7,144
    
    
    
    
    
    
    
    
    
    
    
    7,144Share-based compensation
    
    
    
    
    
    
    2,993
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,993Balance, December 31, 2008
    
    
    1,000
    
    
    
    284,403
    
    
    
    (206,485
    )
    
    
    
    
    
    
    (34,798
    )
    
    
    43,120Components of comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    (59,360
    )
    
    $
    (59,360
    )
    
    
    
    
    
    
    (59,360
    )Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,065
    
    
    
    14,065
    
    
    
    14,065Change in fair value of derivatives
qualifying as cash flow hedges, net of
tax of $9,109
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,928
    
    
    
    14,928
    
    
    
    14,928Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (30,367
    )Capital contributions
    
    
    
    
    
    
    256
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    256Excess tax benefits, net
    
    
    
    
    
    
    (122
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (122
    )Recapitalization adjustment
    
    
    
    
    
    
    
    
    
    
    6,530
    
    
    
    
    
    
    
    
    
    
    
    6,530Share-based compensation
    
    
    
    
    
    
    4,224
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,224Balance, December 31, 2009
    
    
    1,000
    
    
    $
    288,761
    
    
    $
    (259,315
    )
    
    
    
    
    
    $
    (5,805
    )
    
    $
    23,641Components of comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    (73,516
    )
    
    $
    (73,516
    )
    
    
    
    
    
    
    (73,516
    )Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,755
    
    
    
    5,755
    
    
    
    5,755Change in fair value of derivatives
qualifying as cash flow hedges, net of
tax of $1,370
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,142
    
    
    
    2,142
    
    
    
    2,142Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (65,619
    )Capital contributions
    
    
    
    
    
    
    948
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    948Share-based compensation
    
    
    
    
    
    
    3,753
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,753Balance, December 31, 2010
    
    
    1,000
    
    
    $
    293,462
    
    
    $
    (332,831
    )
    
    
    
    
    
    $
    2,092
    
    
    $
    (37,277
    )
  F-6




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended December 31,2010
    
    
    2009
    
    
    2008(In thousands)Cash flows from operating activities:Net (loss) income
    
    $
    (73,516
    )
    
    $
    (59,360
    )
    
    $
    122,489Adjustments to reconcile net (loss) income to net cash provided by
operating activities:Depreciation and amortization
    
    
    312,823
    
    
    
    329,652
    
    
    
    367,071Amortization of deferred financing costs
    
    
    12,782
    
    
    
    11,768
    
    
    
    9,713Amortization of original issue discount
    
    
    1,117
    
    
    
    453
    
    
    
    Share-based compensation expense
    
    
    3,753
    
    
    
    4,224
    
    
    
    2,993Gain on sales of rental and non-rental property and
equipment, net of non-cash writeoffs
    
    
    (19,376
    )
    
    
    (7,091
    )
    
    
    (26,106
    )Deferred income taxes
    
    
    (2,697
    )
    
    
    (37,332
    )
    
    
    41,772Gain on extinguishment of debt, net
    
    
    
    
    
    
    (13,916
    )
    
    
    Gain on settlement of insurance property claims
    
    
    (3,426
    )
    
    
    
    
    
    
    Interest expense, ineffective hedge
    
    
    42
    
    
    
    6,832
    
    
    
    Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    
    
    
    
    (122
    )Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (45,109
    )
    
    
    99,772
    
    
    
    (1,083
    )Inventory
    
    
    288
    
    
    
    5,519
    
    
    
    1,625Other assets
    
    
    452
    
    
    
    1,191
    
    
    
    (3,221
    )Accounts payable
    
    
    145,482
    
    
    
    (63,068
    )
    
    
    (153,183
    )Accrued expenses and other liabilities
    
    
    (7,755
    )
    
    
    (8,688
    )
    
    
    1,491Net cash provided by operating activities
    
    
    324,860
    
    
    
    269,956
    
    
    
    363,439Cash flows from investing activities:Cash paid for acquisition, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (33,238
    )Purchases of rental equipment
    
    
    (327,107
    )
    
    
    (46,386
    )
    
    
    (258,660
    )Purchases of property and equipment
    
    
    (5,766
    )
    
    
    (4,952
    )
    
    
    (15,319
    )Proceeds from sales of rental equipment
    
    
    124,845
    
    
    
    158,482
    
    
    
    125,443Proceeds from sales of property and equipment
    
    
    2,951
    
    
    
    12,493
    
    
    
    6,544Insurance proceeds from rental equipment and property claims
    
    
    4,368
    
    
    
    5,267
    
    
    
    Net cash (used in) provided by investing activities
    
    
    (200,709
    )
    
    
    124,904
    
    
    
    (175,230
    )Cash flows from financing activities:Proceeds from Senior ABL Revolving Facility
    
    
    179,000
    
    
    
    321,166
    
    
    
    240,437Proceeds from issuance of 2017 Notes
    
    
    
    
    
    
    389,280
    
    
    
    Proceeds from issuance of 2019 Notes
    
    
    
    
    
    
    196,954
    
    
    
    Payments on Senior ABL Revolving Facility
    
    
    (276,000
    )
    
    
    (601,193
    )
    
    
    (386,068
    )Payments on Senior ABL Term Loan
    
    
    
    
    
    
    (244,375
    )
    
    
    (2,500
    )Payments on Second Lien Term Facility
    
    
    
    
    
    
    (392,986
    )
    
    
    Payments on capital leases and other debt
    
    
    (30,194
    )
    
    
    (40,427
    )
    
    
    (38,102
    )Payments for deferred financing costs
    
    
    (1,756
    )
    
    
    (28,487
    )
    
    
    (929
    )Payments for non-deferred financing costs
    
    
    
    
    
    
    (4,312
    )
    
    
    Capital contributions from RSC Holdings
    
    
    948
    
    
    
    256
    
    
    
    1,593Increase (decrease) in outstanding checks in excess of cash balances
    
    
    1,921
    
    
    
    (1,070
    )
    
    
    1,135Net cash used in financing activities
    
    
    (126,081
    )
    
    
    (405,194
    )
    
    
    (184,434
    )Effect of foreign exchange rates on cash
    
    
    905
    
    
    
    1,199
    
    
    
    (144
    )Net (decrease) increase in cash and cash equivalents
    
    
    (1,025
    )
    
    
    (9,135
    )
    
    
    3,631Cash and cash equivalents at beginning of year
    
    
    4,535
    
    
    
    13,670
    
    
    
    10,039Cash and cash equivalents at end of year
    
    $
    3,510
    
    
    $
    4,535
    
    
    $
    13,670Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    181,272
    
    
    $
    155,295
    
    
    $
    199,210Cash (received) paid for taxes, net
    
    
    (26,539
    )
    
    
    (8,632
    )
    
    
    30,988
  F-7




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 Years Ended December 31,2010
    
    
    2009
    
    
    2008(In thousands)Supplemental schedule of non-cash investing and financing activities:Purchase of assets under capital lease obligations
    
    $
    23,149
    
    
    $
    1,136
    
    
    $
    20,176Accrued deferred financing costs
    
    
    326
    
    
    
    634
    
    
    
    Acquisition of net assets of another company:Assets, net of cash acquired
    
    
    
    
    
    
    
    
    
    $
    33,421Net cash paid
    
    
    
    
    
    
    
    
    
    
    (33,238
    )Liabilities assumed
    
    
    
    
    
    
    
    
    
    $
    183
  F-8




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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
   Use of Estimates
  Reclassification
  F-9




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Classified Balance Sheet
  (2) Summary of Significant Accounting Policies
 Cash Equivalents
  Accounts Receivable
   December 31,2010
    
    
    2009(in 000s)Trade receivables
    
    $
    214,003
    
    
    $
    187,496Income taxes receivable
    
    
    20,650
    
    
    
    5,123Other receivables
    
    
    888
    
    
    
    97Less allowance for doubtful accounts
    
    
    (7,009
    )
    
    
    (10,741
    )Accounts receivable, net
    
    $
    228,532
    
    
    $
    181,975
  F-10




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  2010
    
    
    2009
    
    
    2008(in 000s)Beginning balance at January 1,
    
    $
    10,741
    
    
    $
    9,197
    
    
    $
    6,801Provision for bad debt
    
    
    4,701
    
    
    
    9,962
    
    
    
    8,146Charge offs, net
    
    
    (8,433
    )
    
    
    (8,418
    )
    
    
    (5,750
    )Ending balance at December 31,
    
    $
    7,009
    
    
    $
    10,741
    
    
    $
    9,197
 Rental Equipment
    December 31,2010
    
    
    2009(in 000s)Rental equipment
    
    $
    2,426,267
    
    
    $
    2,401,605Less accumulated depreciation
    
    
    (1,089,843
    )
    
    
    (1,016,606
    )Rental equipment, net
    
    $
    1,336,424
    
    
    $
    1,384,999
 Property and Equipment
  F-11




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  December 31,2010
    
    
    2009(in 000s)Leased equipment
    
    $
    195,351
    
    
    $
    183,225Buildings and leasehold improvements
    
    
    52,664
    
    
    
    51,003Non-rental machinery and equipment
    
    
    42,393
    
    
    
    40,468Data processing hardware and purchased software
    
    
    16,837
    
    
    
    16,219Furniture and fixtures
    
    
    10,441
    
    
    
    10,581Construction in progress
    
    
    1,034
    
    
    
    1,641Land and improvements
    
    
    554
    
    
    
    555319,274
    
    
    
    303,692Less accumulated depreciation and amortization
    
    
    (208,495
    )
    
    
    (180,495
    )Property and equipment, net
    
    $
    110,779
    
    
    $
    123,197
 Impairment of Long-Lived Assets
   Goodwill and Other Intangible Assets
   F-12




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
      Reserves for Claims
  F-13




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  Foreign Currency Translation and Transactions
  Derivative Instruments and Hedging Activities
  Accumulated Other Comprehensive Income (Loss)
  Fair Value of Financial Instruments
    F-14




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Revenue Recognition
     Marketing and Advertising Costs
  Income Taxes
   Consideration Received from Vendors
   F-15




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Share-Based Compensation
  Net (Loss) Income per Common Share
  Recent Accounting Pronouncements
    (3) Accrued Expenses and Other Liabilities
  December 31,2010
    
    
    2009(in 000s)Compensation-related accruals
    
    $
    28,483
    
    
    $
    21,395Accrued income and other taxes
    
    
    23,990
    
    
    
    24,257Reserves for claims
    
    
    29,203
    
    
    
    30,018Accrued interest payable
    
    
    35,817
    
    
    
    42,525Interest rate swap liability
    
    
    33,673
    
    
    
    42,823Other
    
    
    10,224
    
    
    
    12,478Total
    
    $
    161,390
    
    
    $
    173,496
 F-16




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (4) Closed Location Charges
    Lease Exit and
    
    
    EmployeeOther Related
    
    
    TerminationCosts (a)
    
    
    Costs (b)
    
    
    Other Exit Costs (c)
    
    
    TotalClosed location reserves at December 31, 2008
    
    $
    (4,604
    )
    
    $
    (397
    )
    
    $
    
    
    
    $
    (5,001
    )Charges incurred to close locations
    
    
    (8,592
    )
    
    
    (811
    )
    
    
    (56
    )
    
    
    (9,459
    )Cash payments
    
    
    6,704
    
    
    
    1,086
    
    
    
    56
    
    
    
    7,846Closed location reserves at December 31, 2009
    
    
    (6,492
    )
    
    
    (122
    )
    
    
    
    
    
    
    (6,614
    )Charges incurred to close locations
    
    
    (151
    )
    
    
    (4
    )
    
    
    (26
    )
    
    
    (181
    )Cash payments
    
    
    2,367
    
    
    
    168
    
    
    
    26
    
    
    
    2,561Adjustments to reserve
    
    
    11
    
    
    
    (42
    )
    
    
    
    
    
    
    (31
    )Closed location reserves at December 31, 2010
    
    $
    (4,265
    )
    
    $
    
    
    
    $
    
    
    
    $
    (4,265
    )
 
 (a)
    
    Lease exit and other related costs are included within cost of equipment rentals in the
consolidated statements of operations. The lease exit portion of the closed location
reserves at December 31, 2010 are expected to be paid over the remaining contractual term
of the leases, which range from three to 87 months.(b)
    
    Employee termination costs primarily consist of severance payments and related
benefits. For the year ended December 31, 2010, these costs are included within cost of
equipment rentals in the consolidated statement of operations. For the year ended
December 31, 2009, $0.7 million of these costs are included within cost of equipment
rentals and $0.1 million is included within selling, general administrative expense in the
consolidated statement of operations.(c)
    
    Other exit costs include costs incurred primarily to transport fleet from closed
locations to other locations. These costs are included within cost of equipment rentals in
the consolidated statements of operations.  F-17




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  (5) Debt
  December 31,
    
    
    December 31,2010
    
    
    2009Interest Rate (a)
    
    
    Maturity Date
    
    
    Deferred Financing Costs
    
    
    Debt
    
    
    Debt(in 000s)Senior ABL Revolving Facility
    
    
    3.57
    %
    
    

    (b)
    
    
    $
    13,775
    
    
    $
    304,195
    
    
    $
    401,195Second Lien Term Facility
    
    
    8.30
    %
    
    Nov. 2013
    
    
    5,254
    
    
    
    479,395
    
    
    
    479,3952014 Notes
    
    
    9.50
    %
    
    Dec. 2014
    
    
    11,929
    
    
    
    620,000
    
    
    
    620,0002017 Notes
    
    
    10.50
    %
    
    Jul. 2017
    
    
    8,350
    
    
    
    400,000
    
    
    
    400,0002019 Notes
    
    
    10.50
    %
    
    Nov. 2019
    
    
    4,897
    
    
    
    200,000
    
    
    
    200,000Capitalized lease obligations
    
    
    1.43
    %
    
    Various
    
    
    
    
    
    
    77,788
    
    
    
    84,833Total
    
    
    
    
    
    
    
    
    
    $
    44,205
    
    
    
    2,081,378
    
    
    
    2,185,423Original issue discounts (c)
    
    
    n/a
    
    
    
    n/a
    
    
    
    
    
    
    
    (12,197
    )
    
    
    (13,314
    )Total, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,069,181
    
    
    $
    2,172,109
 
 (a)
    
    Estimated interest rate presented is the effective interest rate as of December 31, 2010
including the effect of interest rate swaps and original issue discounts, where applicable,
and excluding the effect of deferred financing costs.(b)
    
    In February 2011, the Company repaid the outstanding balance of the Senior ABL
Revolving Facility and replaced it with a New Senior ABL Revolving Facility due February
2016. As a result, the Company has classified the outstanding balance on the Senior ABL
Revolving Facility as long-term debt at December 31, 2010. Had the Company not entered
into the New Senior ABL Revolving Facility, $78.4 million of the outstanding balance on the
Senior ABL Revolving Facility at December 31, 2010 would have been due November 2011 with
the remaining $225.8 million due August 2013. See Note 20
for additional information.(c)
    
    The original issue discounts represents the unamortized difference between the $400.0
million aggregate principal amount of the 2017 Notes and the proceeds received upon
issuance and the unamortized difference between the $200.0 million aggregate principal
amount of the 2019 Notes and the proceeds received upon issuance.   2011
    
    $
    25,2942012
    
    
    19,5062013
    
    
    798,5522014
    
    
    629,6042015
    
    
    4,594Thereafter
    
    
    603,828Total
    
    $
    2,081,378
 F-18




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  Senior ABL Revolving Facility
    
    $
    304,195Second Lien Term Facility
    
    
    469,8072014 Notes
    
    
    651,0002017 Notes
    
    
    456,0002019 Notes
    
    
    224,000Capitalized lease obligations
    
    
    77,788Total
    
    $
    2,182,790
 Senior ABL Facilities.
    F-19




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
      Second Lien Term Facility
   F-20




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        2014 Notes.
 F-21




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  Redemption Period
    
    Price2011
    
    
    102.375
    %2012 and thereafter
    
    
    100.000
    %
  2017 Notes
  Redemption Period
    
    Price2013
    
    
    105.000
    %2014
    
    
    102.500
    %2015 and thereafter
    
    
    100.000
    %
   2019 Notes.
 F-22




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
   Redemption Period
    
    Price2014
    
    
    105.125
    %2015
    
    
    103.417
    %2016
    
    
    101.708
    %2017 and thereafter
    
    
    100.000
    %
    Capital leases.
 Deferred financing costs
 (6) Derivative Instruments
   F-23




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
   Portion of Effective
    
    
    Remaining EffectiveInstrument
    
    Weighted Average
    
    
    Original Notional
    
    
    De-designated
    
    
    Hedge Expired
    
    
    Hedge atEffective Date
    
    Expiration Date
    
    Hedged
    
    Fixed Rate
    
    
    Amount
    
    
    Portion
    
    

or Settled
    
    
    December 31, 2010Oct. 2007
    
    Oct. 2012
    
    Second Lien Term Facility (a)
    
    
    4.66
    %
    
    $
    250.0
    
    
    
    
    
    
    
    
    
    
    $
    250.0Oct. 2007
    
    Oct. 2012
    
    Second Lien Term  Facility (a)(d)
    
    
    4.66
    %
    
    
    250.0
    
    
    $
    20.6
    
    
    
    
    
    
    
    229.4Oct. 2007
    
    Oct. 2010
    
    Second Lien Term Facility (a)(c)(d)
    
    
    4.57
    %
    
    
    100.0
    
    
    
    71.5
    
    
    $
    28.5
    
    
    
    Oct. 2007
    
    Oct. 2010
    
    Second Lien Term Facility (a)(d)
    
    
    4.57
    %
    
    
    100.0
    
    
    
    100.0
    
    
    
    
    
    
    
    Apr. 2008
    
    Apr. 2010
    
    Senior ABL Revolving Facility (b)
    
    
    2.66
    %
    
    
    250.0
    
    
    
    
    
    
    
    250.0
    
    
    
    RemainingNon-effective HedgePortion
    
    
    atEffective Date
    
    Expiration Date
    
    Description
    




    Notional Amount
    
    




    Expired
    
    
    December 31, 2010Oct. 2007
    
    Oct. 2012
    
    De-designated (d)
    




    $
    20.6
    
    




    
    
    
    
    $
    20.6Oct. 2007
    
    Oct. 2010
    
    De-designated (d)
    




    
    71.5
    
    




    $
    71.5
    
    
    
    Oct. 2007
    
    Oct. 2010
    
    De-designated (d)
    




    
    100.0
    
    




    
    100.0
    
    
    
    Oct. 2009
    
    Oct. 2010
    
    Reverse Swap (e)
    




    
    171.5
    
    




    
    171.5
    
    
    
    Oct. 2009
    
    Oct. 2012
    
    Reverse Swap (e)
    




    
    20.6
    
    




    
    
    
    
    
    20.6
 
 (a)
    
    The agreements were executed to hedge only the benchmark portion of interest
associated with a portion of the Second Lien Term Facility. Interest on this debt, which
is settled on a quarterly basis, is based on a fluctuating rate of interest measured by
reference to a benchmark interest rate, plus a borrowing margin, which was 3.5% for the
LIBOR option at December 31, 2010.(b)
    
    This swap was executed to hedge the benchmark portion of interest associated with a
portion of the Senior ABL Revolving Facility. Interest on this debt, which was settled
on a quarterly basis, was based on a fluctuating rate of interest measured by reference
to a benchmark interest rate, plus a borrowing margin.(c)
    
    During August, September and October 2009, the Company made a series of discounted
prepayments on the Second Lien Term Facility resulting in a $227.8 million reduction in
the outstanding principal balance. These repayments left a notional amount of $28.5
million on the Companys interest rate swaps that no longer functioned as an effective
hedge against the variability in expected future cash flows associated with the variable
interest on the Second Lien Term Facility. As a result, the Company partially settled
this interest rate swap in exchange for a termination fee of $1.2 million which was
recognized as interest expense in the 2009 consolidated statement of operations.(d)
    
    In November 2009, the Company received net proceeds of $192.1 million in connection
with the issuance of the 2019 Notes, which were used to prepay a portion of the
outstanding principal of the Second Lien Term Facility at par value. As a result of this
prepayment, $192.1 million of notional amounts on the Companys interest rate swaps no
longer qualified as an effective hedge against the variability in expected future cash
flows associated with the variable interest on the Second Lien Term Facility. The
Company de-designated them as hedging instruments and in doing so, reclassified $6.7
million of losses from accumulated other comprehensive loss to interest expense.(e)
    
    In November 2009, the Company entered into two additional interest rate swap
agreements (the reverse swaps) which became effective October 2009. The reverse swaps
cover a combined notional amount of debt totaling $192.1 million, of which $20.6 million
is for a three-year period with a fixed interest rate of 1.51% and $171.5 million is for
a one-year period with a fixed interest rate of 0.32%. The reverse swaps were intended
to offset a portion of the fixed-rate payments under the swap agreements that were
de-designated as cash flow hedges in November 2009. F-24




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    December 31, 2010
    
    
    December 31, 2009
    
    
    December 31, 2010
    
    
    December 31, 2009Loss in
    
    
    Loss inFair Value of
    
    
    Fair Value of
    
    
    Accumulated OCIL
    
    
    Accumulated OCILDerivative Type
    
    Swap Liabilities
    
    
    Swap Liabilities
    
    
    (Net of Tax) (b)
    
    
    (Net of Tax)Interest rate
swaps designated as
hedges (a)
    
    $
    32,285
    
    
    $
    35,755
    
    
    $
    19,630
    
    
    $
    21,772Interest rate swaps
not designated as
hedges (a)
    
    $
    1,388
    
    
    $
    7,068
    
    
    
    N/A
    
    
    
    N/A
 
 (a)
    
    See Note 7 for further discussion on measuring the fair value of the interest rate
swaps.(b)
    
    The Company settled its interest rate swaps and reverse swaps in January 2011
and in doing so reclassified all related losses in accumulated other comprehensive income
(loss) at December 31, 2010 into earnings. See Note 20 for additional information.   Loss Reclassified
    
    
    Loss (Gain)Loss Recognized in
    
    
    from Accumulated
    
    
    Recognized onYears ended
    
    
    Accumulated OCIL
    
    
    OCIL into Expense
    
    
    Ineffective PortionDerivative Type
    
    December 31,
    
    
    (Net of Tax)
    
    
    (Net of Tax)
    
    
    of DerivativesInterest rate swaps
    
    
    2010
    
    
    $
    11,639
    
    
    $
    13,781
    
    
    $
    42Interest rate swaps
    
    
    2009
    
    
    $
    8,561
    
    
    $
    23,489
    
    
    $
    (236
    )
 F-25




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  2010
    
    
    2009Loss Recognized on
    
    
    Loss Recognized onDerivatives not designated as hedging instruments
    
    Derivative
    
    
    DerivativesInterest rate swaps
    
    $
    294
    
    
    $
    7,702
 (7)
    
    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.
  SignificantQuoted Prices in
    
    
    Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableFair Value
    
    
    Identical Assets
    
    
    Inputs
    
    
    InputsDecember 31, 2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Liabilities from interest rate derivatives (a)
    
    $
    33,673
    
    
    $
    
    
    
    $
    33,673
    
    
    $
    Assets from interest rate derivatives (a)
    
    
    293
    
    
    
    
    
    
    
    293
    
    
    
    
 
 (a)
    
    The Companys interest rate derivative instruments are not traded on a market exchange
and therefore the fair values are determined using valuation models which include
assumptions about interest rates and the Companys and the counterpartys credit risk based
on those observed in the underlying markets (LIBOR swap rate).  (8)
    
    Accumulated Other Comprehensive Income (Loss)
  Foreign
    
    
    
    
    
    
    Accumulated OtherCurrency
    
    
    Fair Market Value
    
    
    ComprehensiveTranslation
    
    
    of Cash Flow Hedges
    
    
    Income (Loss)(in 000s)Balance at December 31, 2009
    
    $
    15,967
    
    
    $
    (21,772
    )
    
    $
    (5,805
    )Foreign currency translation
    
    
    5,755
    
    
    
    
    
    
    
    5,755Change in fair value of cash flow hedges, net of tax
    
    
    
    
    
    
    2,142
    
    
    
    2,142Balance at December 31, 2010
    
    $
    21,722
    
    
    $
    (19,630
    )
    
    $
    2,092
 F-26




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (9)
    
    Common Stock
 Common Stock
   (10)
    
    Insurance Recoveries
  (11)
    
    Income Taxes
  Years Ended December 31,2010
    
    
    2009
    
    
    2008(in 000s)Domestic federal:Current
    
    $
    (44,893
    )
    
    $
    386
    
    
    $
    18,441Deferred
    
    
    1,738
    
    
    
    (32,521
    )
    
    
    41,032(43,155
    )
    
    
    (32,135
    )
    
    
    59,473Domestic
state:Current
    
    
    1,073
    
    
    
    (372
    )
    
    
    8,326Deferred
    
    
    (4,285
    )
    
    
    (3,930
    )
    
    
    1,583Total domestic
    
    
    (46,367
    )
    
    
    (36,437
    )
    
    
    69,382Foreign federal:Current
    
    
    2,798
    
    
    
    (7
    )
    
    
    4,399Deferred
    
    
    (150
    )
    
    
    (881
    )
    
    
    (842
    )Total foreign
    
    
    2,648
    
    
    
    (888
    )
    
    
    3,557$
    (43,719
    )
    
    $
    (37,325
    )
    
    $
    72,939
 F-27




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  Years Ended December 31,2010
    
    
    2009
    
    
    2008(in 000s)Computed tax at statutory tax rate
    
    $
    (41,032
    )
    
    $
    (33,839
    )
    
    $
    68,400Permanent items
    
    
    613
    
    
    
    735
    
    
    
    1,017State income taxes, net of federal tax benefit
    
    
    (3,330
    )
    
    
    (2,625
    )
    
    
    8,076Difference between federal statutory and
foreign tax rate
    
    
    (596
    )
    
    
    (242
    )
    
    
    (862
    )Change in tax reserves
    
    
    536
    
    
    
    442
    
    
    
    (489
    )Change in estimated tax rates
    
    
    (119
    )
    
    
    (2,680
    )
    
    
    (3,241
    )Expiration of stock appreciation rights
    
    
    
    
    
    
    946
    
    
    
    Expiration of stock options
    
    
    263
    
    
    
    
    
    
    
    Other
    
    
    (54
    )
    
    
    (62
    )
    
    
    38(Benefit) provision for income taxes
    
    $
    (43,719
    )
    
    $
    (37,325
    )
    
    $
    72,939
   December 31,2010
    
    
    2009(in 000s)Deferred tax assets:Accruals
    
    $
    21,164
    
    
    $
    23,028Federal credits
    
    
    154
    
    
    
    Federal tax benefit of state reserves
    
    
    343
    
    
    
    302Deferred financing costs (derivative)
    
    
    12,550
    
    
    
    13,920State credits
    
    
    839
    
    
    
    839Net operating loss
    
    
    78,478
    
    
    
    23,653Total deferred tax assets (a)(b)
    
    
    113,528
    
    
    
    61,742Deferred tax liabilities:Intangibles
    
    
    64,542
    
    
    
    55,884Capitalized leases
    
    
    1,455
    
    
    
    1,289Property and equipment
    
    
    342,711
    
    
    
    303,802Foreign
    
    
    9,809
    
    
    
    9,466Deferred financing costs
    
    
    7,961
    
    
    
    4,046Total deferred tax liabilities
    
    
    426,478
    
    
    
    374,487Net deferred tax liability
    
    $
    312,950
    
    
    $
    312,745
 F-28




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
 (a)
    
    Current deferred tax assets of approximately
$17.9 million and $43.7
million were included in the consolidated balance sheets at December 31, 2010 and 2009,
respectively.(b)
    
    Noncurrent deferred tax assets of approximately $95.6 million and $18.0
million were included in the consolidated balance sheets at December 31, 2010 and 2009,
respectively.    Unrecognized TaxBenefits(in 000s)Balance at January 1, 2010
    
    $
    6,660Additions based on tax positions related to the prior year
    
    
    259Reductions based on tax positions related to prior years
    
    
    (1,046
    )Balance at December 31, 2010
    
    $
    5,873
   F-29




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
   (12) Commitments and Contingencies
   (13) Leases
  December 31,2010
    
    
    2009(in 000s)Leased equipment
    
    $
    195,351
    
    
    $
    183,225Less accumulated depreciation and amortization
    
    
    (113,787
    )
    
    
    (95,053
    )Leased equipment
    
    $
    81,564
    
    
    $
    88,172
   F-30




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  December 31,(in 000s)2011
    
    $
    26,2792012
    
    
    20,2432013
    
    
    15,4772014
    
    
    9,9272015
    
    
    4,784Thereafter
    
    
    3,986Total minimum lease payments
    
    $
    80,696Less amount representing interest (1.43% at December 31, 2010)
    
    
    (2,908
    )Capital lease obligations
    
    $
    77,788
  December 31,(in 000s)2011
    
    $
    53,7612012
    
    
    45,1052013
    
    
    29,0252014
    
    
    17,8372015
    
    
    11,623Thereafter
    
    
    13,354Total minimum lease payments
    
    $
    170,705Less amount representing executed subleases
    
    
    (4,391
    )Total minimum lease payments, net of subleases
    
    $
    166,314
 (14) Legal and Insurance Matters
  (15) Affiliated Company Transactions
   F-31




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  (16) Employee Benefit Plans
   (17) Share-Based Compensation Plans
  Stock Incentive Plan
  Accounting for Stock Options
  F-32




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Years
Ended December 31,2010
    
    
    2009
    
    
    2008Expected volatility
    
    
    67.7
    %
    
    
    68.0
    %
    
    
    51.1
    %Dividend yield
    
    
    
    
    
    
    
    
    
    
    Expected term (in years)
    
    
    5.9
    
    
    
    5.2
    
    
    
    4.4Risk-free interest rate
    
    
    2.8
    %
    
    
    2.4
    %
    
    
    1.8
    %Weighted
average grant date fair  value of options granted
    
    $
    4.47
    
    
    $
    4.55
    
    
    $
    3.43
  Weighted-AverageRemaining
    
    
    AggregateWeighted-Average
    
    
    Contractual
    
    
    IntrinsicExercise
    
    
    Term
    
    
    ValueOptions
    
    Shares
    
    
    Price
    
    
    (Years)
    
    
    (in 000s)Outstanding January 1, 2008
    
    
    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
    
    
    
    7.72Granted
    
    
    838,400
    
    
    
    7.74Exercised
    
    
    (39,235
    )
    
    
    6.52Forfeited or expired
    
    
    (634,413
    )
    
    
    7.80Outstanding December 31, 2009
    
    
    5,889,074
    
    
    
    7.73Granted
    
    
    761,041
    
    
    
    10.28Exercised
    
    
    (138,517
    )
    
    
    6.85Forfeited or expired
    
    
    (860,486
    )
    
    
    8.18Outstanding December 31, 2010
    
    
    5,651,112
    
    
    
    8.03
    
    
    
    7.2
    
    
    $
    12,524Exercisable at December 31, 2010
    
    
    2,732,319
    
    
    
    7.77
    
    
    
    6.6
    
    
    $
    6,720
   F-33




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##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Accounting for Restricted Stock Units
    Weighted-AverageRemainingContractual
    
    
    Aggregate IntrinsicTerm
    
    
    ValueRestricted Stock Units
    
    Shares
    
    
    (Years)
    
    
    (in 000s)Outstanding at January 1, 2008
    
    
    4,000Granted
    
    
    18,003Released
    
    
    Forfeited
    
    
    Outstanding at December 31, 2008 (a)
    
    
    22,003Granted
    
    
    41,616Released
    
    
    Forfeited
    
    
    Outstanding at December 31, 2009 (a)
    
    
    63,619Granted
    
    
    580,155Released
    
    
    Forfeited
    
    
    Outstanding at December 31, 2010 (a)
    
    
    643,774
    
    
    
    2.5
    
    
    $
    6,270
 
 (a)
    
    The outstanding balance includes all RSUs unvested and or unreleased at
the end of each year. For the years ending December 31, 2010, 2009 and 2008, the Companys
three independent board members were granted 73,710, 41,616 and 18,003 RSUs which vested and
remain unreleased and outstanding until they no longer serve on the Companys Board of
Directors. F-34




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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 31,2010
    
    
    2009
    
    
    2008(in 000s)Revenues from external customers:Domestic
    
    $
    1,155,854
    
    
    $
    1,216,259
    
    
    $
    1,667,218Foreign
    
    
    78,570
    
    
    
    67,195
    
    
    
    97,951Total
    
    $
    1,234,424
    
    
    $
    1,283,454
    
    
    $
    1,765,169
  December 31,2010
    
    
    2009(in 000s)Rental equipment, net:Domestic
    
    $
    1,253,862
    
    
    $
    1,311,775Foreign
    
    
    82,562
    
    
    
    73,224Total
    
    $
    1,336,424
    
    
    $
    1,384,999Property and equipment, net:Domestic
    
    $
    104,057
    
    
    $
    115,279Foreign
    
    
    6,722
    
    
    
    7,918Total
    
    $
    110,779
    
    
    $
    123,197
 F-35




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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, except per share amounts)
 Three months ending2010
    
    March 31
    
    
    June 30
    
    
    September 30
    
    
    December 31Total revenues
    
    $
    260,740
    
    
    $
    300,997
    
    
    $
    333,784
    
    
    $
    338,903Gross profit
    
    
    32,092
    
    
    
    57,840
    
    
    
    83,568
    
    
    
    84,609Loss before benefit for income taxes
    
    
    (60,959
    )
    
    
    (35,271
    )
    
    
    (9,964
    )
    
    
    (11,041
    )Net loss available for common
stockholders
    
    
    (37,828
    )
    
    
    (22,115
    )
    
    
    (6,422
    )
    
    
    (7,151
    )Net loss per common share:Basic and diluted
    
    
    (37.83
    )
    
    
    (22.12
    )
    
    
    (6.42
    )
    
    
    (7.15
    )
 Three months ending2009
    
    March 31
    
    
    June 30
    
    
    September 30
    
    
    December 31Total revenues
    
    $
    351,273
    
    
    $
    326,558
    
    
    $
    315,564
    
    
    $
    290,059Gross profit
    
    
    72,579
    
    
    
    72,189
    
    
    
    69,682
    
    
    
    56,975Loss before benefit for income taxes
    
    
    (21,177
    )
    
    
    (16,517
    )
    
    
    (12,869
    )
    
    
    (46,122
    )Net loss available for common
stockholders
    
    
    (13,504
    )
    
    
    (11,490
    )
    
    
    (5,835
    )
    
    
    (28,531
    )Net loss per common share:Basic and diluted
    
    
    (13.50
    )
    
    
    (11.49
    )
    
    
    (5.84
    )
    
    
    (28.53
    )
  (20) Subsequent Events
 $650.0 million Senior Unsecured Notes Offering
  F-36




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RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 New Senior ABL Revolving Facility
  F-37