##### Table of Contents



UNITED STATESSECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 001-33485
 
 RSC Holdings Inc.
  Delaware
    
    22-1669012(State or other jurisdiction of
    
    (I.R.S. Employer Identification Number)incorporation or organization)
 6929 E. Greenway Pkwy.Scottsdale, Arizona
    
    85254(Address of principal executive offices)
    
    (Zip code)
 (480) 905-3300  (Registrants
telephone number, including area code)
 N/A  (Former name, former address and former fiscal year, if changed since
last report)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



Table of Contents
  Cautionary Note for Forward-Looking Information
    
    
    1PART I.Financial Information
    
    
    3ITEM 1.Financial Statements (unaudited)
    
    
    3Condensed Consolidated Balance Sheets at September 30, 2009 and December 31, 2008
    
    
    3Condensed Consolidated Statements of Operations for the three and the nine months
ended September 30, 2009 and September 30, 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the nine months ended September
30, 2009 and September 30, 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    7ITEM 2.Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16ITEM 3.Quantitative and Qualitative Disclosures About Market Risk
    
    
    30ITEM 4.Controls and Procedures
    
    
    31PART II.Other Information
    
    
    31ITEM 1.Legal Proceedings
    
    
    31ITEM 1A.Risk Factors
    
    
    31ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    46ITEM 3.Defaults Upon Senior Securities
    
    
    46ITEM 4.Submission of Matters to a Vote of Security Holders
    
    
    46ITEM 5.Other Information
    
    
    46ITEM 6.Exhibits
    
    
    47SIGNATURES
    
    
    48EX-31.1EX-31.2EX-32.1
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Introductory Note
  
 Cautionary Note for Forward-Looking Information
    
    
    the effect of an economic downturn or other factors resulting in a decline in
non-residential construction, non-construction maintenance, capital improvements and
capital investment;
    
    intense rental rate price pressure from competitors, some of whom are heavily
indebted and may significantly reduce their prices to generate cash to meet debt
covenants; from contractor customers some of whom are bidding work at cost or below to
secure work for their remaining best employees; from industrial customers who generally
are experiencing profitability shortfalls in the current economic climate and in return
are asking all of their most significant suppliers for price reductions and cost
reduction ideas;
    
    the rental industrys ability to continue to sell used equipment through both the
retail and auction markets at prices sufficient to enable us to maintain orderly
liquidation values that support our borrowing base to meet our minimum availability and
to avoid testing springing covenants of leverage and fixed charge coverage contained in
our senior ABL revolving facility credit agreement;
    
    our ability to comply with our debt covenants;
    
    risks related to the credit markets willingness to continue to lend to borrowers
rated B- and C;
 1




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
    
    our ability to generate cash and/or incur additional indebtedness to finance
equipment purchases;
    
    exposure to claims for personal injury, death and property damage resulting from the
use of equipment rented or sold by us;
    
    the effect of changes in laws and regulations, including those relating to employment
legislation, the environment and customer privacy, among others;
    
    fluctuations in fuel or supply costs;
    
    heavy reliance on centralized information technology systems; and
    
    claims that the software products and information systems on which we rely infringe
on the intellectual property rights of others.
  2




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##### Table of Contents



PART I. Financial Information
  Item 1.
    
    Financial Statements
 RSC
HOLDINGS INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
 September 30,
    
    
    December 31,2009
    
    
    2008AssetsCash and cash equivalents
    
    $
    18,990
    
    
    $
    13,670Accounts receivable, net of allowance for
doubtful accounts of $11,639 and $9,197 at
September 30, 2009 and December 31, 2008,
respectively
    
    
    210,204
    
    
    
    285,000Inventory
    
    
    15,275
    
    
    
    19,859Rental equipment, net of accumulated
depreciation of $1,008,334 and $984,115 at
September 30, 2009 and December 31, 2008,
respectively
    
    
    1,472,765
    
    
    
    1,766,978Property and equipment, net of accumulated
depreciation of $176,620 and $169,710 at
September 30, 2009 and December 31, 2008,
respectively
    
    
    132,391
    
    
    
    171,156Goodwill and other intangibles, net
    
    
    940,253
    
    
    
    938,682Deferred financing costs
    
    
    56,881
    
    
    
    46,877Other assets
    
    
    22,059
    
    
    
    28,306Total assets
    
    $
    2,868,818
    
    
    $
    3,270,528Liabilities and Stockholders EquityAccounts payable
    
    $
    49,609
    
    
    $
    109,542Accrued expenses and other liabilities
    
    
    202,824
    
    
    
    203,288Debt
    
    
    2,248,146
    
    
    
    2,569,067Deferred income taxes
    
    
    339,010
    
    
    
    345,511Total liabilities
    
    
    2,839,589
    
    
    
    3,227,408Commitments and contingenciesPreferred stock, no par value, (500,000
shares authorized, no shares issued and
outstanding at September 30, 2009 and
December 31, 2008)
    
    
    
    
    
    
    Common stock, no par value, (300,000,000
shares authorized, 103,412,561 shares issued
and outstanding at September 30, 2009 and
103,373,326 shares issued and outstanding at
December 31, 2008)
    
    
    828,537
    
    
    
    824,930Accumulated deficit
    
    
    (777,841
    )
    
    
    (747,012
    )Accumulated other comprehensive loss
    
    
    (21,467
    )
    
    
    (34,798
    )Total stockholders equity
    
    
    29,229
    
    
    
    43,120Total liabilities and stockholders equity
    
    $
    2,868,818
    
    
    $
    3,270,528
  3




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RSC HOLDINGS INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:Equipment rental revenue
    
    $
    271,547
    
    
    $
    418,604
    
    
    $
    829,517
    
    
    $
    1,195,782Sale of merchandise
    
    
    12,633
    
    
    
    18,906
    
    
    
    40,121
    
    
    
    56,152Sale of used rental equipment
    
    
    31,384
    
    
    
    29,357
    
    
    
    123,757
    
    
    
    86,043Total revenues
    
    
    315,564
    
    
    
    466,867
    
    
    
    993,395
    
    
    
    1,337,977Cost of revenues:Cost of equipment rentals,
excluding depreciation
    
    
    138,723
    
    
    
    182,747
    
    
    
    423,567
    
    
    
    521,837Depreciation  rental equipment
    
    
    70,169
    
    
    
    81,869
    
    
    
    217,492
    
    
    
    239,331Cost of merchandise sales
    
    
    8,775
    
    
    
    13,325
    
    
    
    28,193
    
    
    
    38,159Cost of used rental equipment sales
    
    
    30,117
    
    
    
    20,479
    
    
    
    115,414
    
    
    
    60,153Total cost of revenues
    
    
    247,784
    
    
    
    298,420
    
    
    
    784,666
    
    
    
    859,480Gross profit
    
    
    67,780
    
    
    
    168,447
    
    
    
    208,729
    
    
    
    478,497Operating expenses:Selling, general and administrative
    
    
    31,970
    
    
    
    45,271
    
    
    
    107,096
    
    
    
    125,983Depreciation and amortization 
non-rental equipment and intangibles
    
    
    10,696
    
    
    
    12,603
    
    
    
    33,672
    
    
    
    37,214Other operating (gains) losses, net
    
    
    (119
    )
    
    
    276
    
    
    
    (233
    )
    
    
    (789
    )Total operating expenses, net
    
    
    42,547
    
    
    
    58,150
    
    
    
    140,535
    
    
    
    162,408Operating income
    
    
    25,233
    
    
    
    110,297
    
    
    
    68,194
    
    
    
    316,089Interest expense, net
    
    
    50,666
    
    
    
    48,296
    
    
    
    130,911
    
    
    
    152,399Gain on extinguishment of debt, net
    
    
    (12,489
    )
    
    
    
    
    
    
    (12,489
    )
    
    
    Other (income) expense, net
    
    
    (75
    )
    
    
    327
    
    
    
    335
    
    
    
    (316
    )(Loss) income before (benefit) provision
for income taxes
    
    
    (12,869
    )
    
    
    61,674
    
    
    
    (50,563
    )
    
    
    164,006(Benefit) provision for income taxes
    
    
    (7,034
    )
    
    
    19,325
    
    
    
    (19,734
    )
    
    
    59,235Net (loss) income
    
    $
    (5,835
    )
    
    $
    42,349
    
    
    $
    (30,829
    )
    
    $
    104,771Weighted average shares outstanding used
in computing net (loss) income per common
share:Basic
    
    
    103,435
    
    
    
    103,303
    
    
    
    103,433
    
    
    
    103,229Diluted
    
    
    103,435
    
    
    
    103,602
    
    
    
    103,433
    
    
    
    103,806Net (loss) income per common share:Basic and diluted
    
    $
    (0.06
    )
    
    $
    0.41
    
    
    $
    (0.30
    )
    
    $
    1.01
  4




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RSC
HOLDINGS INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Nine Months Ended September 30,2009
    
    
    2008Cash flows from operating activities:Net (loss) income
    
    $
    (30,829
    )
    
    $
    104,771Adjustments to reconcile net (loss) income to net cash provided by
operating activities:Depreciation and amortization
    
    
    251,164
    
    
    
    276,545Amortization of deferred financing costs
    
    
    8,574
    
    
    
    7,281Amortization of original issue discount
    
    
    213
    
    
    
    Share-based compensation expense
    
    
    3,473
    
    
    
    2,797Gain on sales of rental and non-rental property and
equipment, net of non-cash writeoffs
    
    
    (6,329
    )
    
    
    (23,828
    )Deferred income taxes
    
    
    (8,618
    )
    
    
    22,274Gain on extinguishment of debt, net
    
    
    (12,489
    )
    
    
    Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    (141
    )Changes in operating assets and liabilities:Accounts receivable, net
    
    
    73,229
    
    
    
    (3,720
    )Inventory
    
    
    4,654
    
    
    
    (690
    )Other assets
    
    
    4,975
    
    
    
    (1,559
    )Accounts payable
    
    
    (60,730
    )
    
    
    (106,889
    )Accrued expenses and other liabilities
    
    
    2,930
    
    
    
    18,524Net cash provided by operating activities
    
    
    230,217
    
    
    
    295,365Cash flows from investing activities:Cash paid for acquisition, net of cash acquired
    
    
    
    
    
    
    (33,236
    )Purchases of rental equipment
    
    
    (33,488
    )
    
    
    (230,464
    )Purchases of property and equipment
    
    
    (2,597
    )
    
    
    (12,205
    )Proceeds from sales of rental equipment
    
    
    123,757
    
    
    
    86,043Proceeds from sales of property and equipment
    
    
    10,539
    
    
    
    4,350Insurance proceeds from rental equipment and property claims
    
    
    3,086
    
    
    
    Net cash provided by (used in) investing activities
    
    
    101,297
    
    
    
    (185,512
    )Cash flows from financing activities:Proceeds from senior ABL revolving facility
    
    
    218,016
    
    
    
    178,743Proceeds from issuance of senior secured notes
    
    
    389,280
    
    
    
    Payments on senior ABL revolving facility
    
    
    (495,193
    )
    
    
    (272,822
    )Payments on senior ABL term loan
    
    
    (244,375
    )
    
    
    (1,875
    )Payments on second lien term facility
    
    
    (137,145
    )
    
    
    Payments on capital leases and other debt
    
    
    (31,946
    )
    
    
    (28,639
    )Payments for deferred financing costs
    
    
    (23,145
    )
    
    
    (580
    )Payments for non-deferred financing costs
    
    
    (3,290
    )
    
    
    Proceeds from stock option exercises
    
    
    256
    
    
    
    1,339Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    141Increase in outstanding checks in excess of cash balances
    
    
    347
    
    
    
    4,201Net cash used in financing activities
    
    
    (327,195
    )
    
    
    (119,492
    )Effect of foreign exchange rates on cash
    
    
    1,001
    
    
    
    (127
    )Net increase (decrease) in cash and cash equivalents
    
    
    5,320
    
    
    
    (9,766
    )Cash and cash equivalents at beginning of period
    
    
    13,670
    
    
    
    10,039Cash and cash equivalents at end of period
    
    $
    18,990
    
    
    $
    273Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    104,402
    
    
    $
    137,630Cash (received) paid for taxes, net
    
    
    (7,098
    )
    
    
    23,422
  5




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RSC HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(In thousands)
(Unaudited)
 Nine Months Ended September 30,2009
    
    2008Supplemental schedule of non-cash investing and financing activities:Purchase of assets under capital lease obligations
    
    $
    895
    
    
    $
    18,153Accrued deferred financing costs
    
    
    174
    
    
    
    Accrued non-deferred financing costs
    
    
    100
    
    
    
    
  6




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RSC HOLDINGS INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (1) Organization
 Business and Basis of Presentation
 Description of Business
  Basis of Presentation
  Use of Estimates
  Recent Accounting Pronouncements
   7




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RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
   (2) Fair Value of Financial Instruments
    (3) Earnings per Share
  8




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RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in 000s except per share data)Numerator:Net (loss) income
    
    $
    (5,835
    )
    
    $
    42,349
    
    
    $
    (30,829
    )
    
    $
    104,771Denominator:Weighted average shares  basic
    
    
    103,435
    
    
    
    103,303
    
    
    
    103,433
    
    
    
    103,229Employee stock options
    
    
    
    
    
    
    299
    
    
    
    
    
    
    
    577Weighted average shares  diluted
    
    
    103,435
    
    
    
    103,602
    
    
    
    103,433
    
    
    
    103,806Net (loss) income per common
share  basic and diluted
    
    $
    (0.06
    )
    
    $
    0.41
    
    
    $
    (0.30
    )
    
    $
    1.01Anti-dilutive securities excluded
    
    
    5,350
    
    
    
    900
    
    
    
    5,343
    
    
    
    864
  (4) Accumulated Other Comprehensive Loss
  FairMarket
    
    
    AccumulatedForeign
    
    
    Value of
    
    
    OtherCurrency
    
    
    Cash Flow
    
    
    ComprehensiveTranslation
    
    
    Hedge
    
    
    Loss(in 000s)Balance at December 31, 2008
    
    $
    1,902
    
    
    $
    (36,700
    )
    
    $
    (34,798
    )Foreign currency translation
    
    
    11,898
    
    
    
    
    
    
    
    11,898Change in fair value of cash flow hedges, net of tax
    
    
    
    
    
    
    1,433
    
    
    
    1,433Balance at September 30, 2009
    
    $
    13,800
    
    
    $
    (35,267
    )
    
    $
    (21,467
    )
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in 000s)Net (loss) income
    
    $
    (5,835
    )
    
    $
    42,349
    
    
    $
    (30,829
    )
    
    $
    104,771Currency translation adjustments
    
    
    6,621
    
    
    
    (4,133
    )
    
    
    11,898
    
    
    
    (7,075
    )Change in fair value of cash flow hedges, net of tax
    
    
    (3,290
    )
    
    
    (2,218
    )
    
    
    1,433
    
    
    
    (2,296
    )Comprehensive (loss) income
    
    $
    (2,504
    )
    
    $
    35,998
    
    
    $
    (17,498
    )
    
    $
    95,400
 (5) Closed Location Charges
  9




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RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
    Lease Exitand Other
    
    
    EmployeeRelated Costs
    
    
    Termination
    
    
    Other Exit Costs(1)
    
    
    Costs (2)
    
    
    (3)
    
    
    TotalClosed location reserves at December 31, 2008
    
    $
    (4,604
    )
    
    $
    (397
    )
    
    $
    
    
    
    $
    (5,001
    )Charges incurred to close locations
    
    
    (7,445
    )
    
    
    (735
    )
    
    
    (54
    )
    
    
    (8,234
    )Cash payments
    
    
    5,399
    
    
    
    969
    
    
    
    54
    
    
    
    6,422Closed location reserves at September 30, 2009
    
    $
    (6,650
    )
    
    $
    (163
    )
    
    $
    
    
    
    $
    (6,813
    )
 
 (1)
    
    Lease exit and other related costs are included within cost of equipment rentals in the
condensed consolidated statements of operations.(2)
    
    Employee termination costs primarily consist of severance payments and related
benefits. For the nine months ended September 30, 2009, $0.6 million of these costs are
included within cost of equipment rentals and $0.1 million of these costs are included in
selling, general and administrative expenses in the condensed consolidated statements of
operations.(3)
    
    Other exit costs include costs incurred primarily to transport fleet from closed
locations to other locations. These costs are included within cost of equipment rentals in
the condensed consolidated statements of operations.  10




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RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
 (6) Debt
  September 30,
    
    
    December 31,2009
    
    
    2008DeferredInterest
    
    
    
    
    FinancingRate (a)
    
    
    Maturity Date
    
    Costs
    
    
    Debt
    
    
    Debt(in 000s)Senior ABL revolving facility
    
    
    4.07
    %
    
    (b)
    
    $
    21,367
    
    
    $
    404,045
    
    
    $
    681,268Senior ABL term loan
    
    
    
    
    
    (c)
    
    
    
    
    
    
    
    
    
    
    244,375Second lien term facility
    
    
    7.89
    %
    
    Nov. 2013
    
    
    11,198
    
    
    
    741,536
    
    
    
    899,300Senior secured notes
    
    
    10.50
    %
    
    Jul. 2017
    
    
    9,437
    
    
    
    400,000
    
    
    
    Senior notes
    
    
    9.50
    %
    
    Dec. 2014
    
    
    14,879
    
    
    
    620,000
    
    
    
    620,000Capitalized lease obligations
    
    
    0.50
    %
    
    Various
    
    
    
    
    
    
    93,072
    
    
    
    124,124Total
    
    
    
    
    
    
    
    
    56,881
    
    
    
    2,258,653
    
    
    
    2,569,067Original issue discount (d)
    
    
    n/a
    
    
    n/a
    
    
    
    
    
    
    (10,507
    )
    
    
    Total, net
    
    
    
    
    
    
    
    $
    56,881
    
    
    $
    2,248,146
    
    
    $
    2,569,067
 
 (a)
    
    Estimated interest presented is the effective interest rate as of September 30, 2009.(b)
    
    Of the outstanding balance on the senior ABL revolving facility at September 30, 2009,
$104.2 million is due November 2011 with the remaining $299.8 million due August 2013.(c)
    
    The senior ABL term loan was repaid in July 2009.(d)
    
    The original issue discount represents the unamortized difference between the $400
million aggregate principal amount of senior secured notes and proceeds received upon
issuance.   Fair ValueSenior ABL revolving facility
    
    $
    404,045Second lien term facility
    
    
    659,967Senior secured notes
    
    
    432,000Senior notes
    
    
    598,300Capitalized lease obligations
    
    
    93,072Total
    
    $
    2,187,384
  11




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RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
       (7) Derivative Instruments
  12




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RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
      13




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RSC HOLDINGS INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)(Unaudited)
  September 30,2009
    
    December 31, 2008
    
    September 30, 2009
    
    December 31, 2008Loss in
    
    Loss inFair Value of
    
    Fair Value of
    
    accumulated OCL
    
    accumulated OCLDerivative Type
    
    Swap Liabilities
    
    Swap Liabilities
    
    (net of tax)
    
    (net of tax)Interest rate swaps (a)
    
    $
    57,458
    
    
    $
    60,028
    
    
    $
    35,267
    
    
    $
    36,700
 
 (a)
    
    See Note 8 for further discussion on measuring fair value of the interest rate swaps.  GainLoss recognized in
    
    Loss reclassified from
    
    recognized onaccumulated OCL
    
    accumulated OCL into
    
    ineffective portionDerivative Type
    
    (net of tax)
    
    expense (net of tax)
    
    of  derivativeInterest rate swaps
    
    $
    10,702
    
    
    $
    12,135
    
    
    $
    263
 (8) Fair Value
 Measurements
  
    
    Level 1  Observable inputs such as quoted prices in active markets;
 
    
    Level 2  Inputs, other than the quoted prices in active markets, that are
observable either directly or indirectly; and
 
    
    Level 3  Unobservable inputs in which there is little or no market data, which
require the reporting entity to develop its own assumptions.
  SignificantQuoted Prices in
    
    OtherFair Value
    
    Active Markets
    
    Observable
    
    SignificantSeptember 30,
    
    for Identical
    
    Inputs
    
    Unobservable2009
    
    Assets (Level 1)
    
    (Level 2)
    
    Inputs (Level 3)Interest rate derivatives (a)
    
    $
    57,458
    
    
    $
    
    
    
    $
    57,458
    
    
    $
    
 
 (a)
    
    Since the Companys interest rate derivative instruments are not traded on a market
exchange, the fair values are determined using valuation models which include assumptions
about the Companys credit risk and interest rates based on those observed in the
underlying markets (LIBOR swap rate). 14




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RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
  (9) Income Tax
    (10) Acquisition
  (11) Subsequent Event
   15




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Statements in this managements discussion and analysis regarding industry outlook, our
expectations regarding the performance of our business and other non-historical statements are
forward-looking statements. These forward-looking statements are subject to numerous risks and
uncertainties. See Cautionary Note for Forward-Looking Information on page 1 of this Quarterly
Report. Our actual results may differ materially from those contained in, or implied by, any
forward-looking statements.
 The following discussion is intended to enhance the readers understanding of our business
operations and present business environment. It should be read in conjunction with our Annual
Report on Form 10-K for the year ended December 31, 2008 (the 2008 Form 10-K ), the section
entitled Risk Factors in Part II, Item 1A herein and our unaudited condensed consolidated
financial statements for the three and nine months ended September 30, 2009 included in this
Quarterly Report.
 Overview
    Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Total revenues
    
    $
    315.6
    
    
    $
    466.9
    
    
    $
    993.4
    
    
    $
    1,338.0(Loss) income
before (benefit)
provision for
income taxes
    
    
    (12.9
    )
    
    
    61.7
    
    
    
    (50.6
    )
    
    
    164.0Net (loss) income
    
    
    (5.8
    )
    
    
    42.3
    
    
    
    (30.8
    )
    
    
    104.8
  Three Months Ended (or at)
    
    Nine Months Ended (or at)September 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Adjusted EBITDA (in millions) (a)
    
    $
    107.3
    
    
    $
    205.7
    
    
    $
    322.8
    
    
    $
    595.4Fleet utilization (b)
    
    
    58.9
    %
    
    
    72.3
    %
    
    
    58.0
    %
    
    
    70.9
    %Average fleet age at period end (months)
    
    
    38
    
    
    
    31
    
    
    
    38
    
    
    
    31Original equipment fleet cost (in millions) (c)
    
    $
    2,394
    
    
    $
    2,771
    
    
    $
    2,394
    
    
    $
    2,771
 16




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(a)
    
    Defined as consolidated net (loss) income before net interest expense, income taxes and
depreciation and amortization and before certain other items, including gain on
extinguishment of debt, net, share-based compensation and other (income) expense, net.
Adjusted EBITDA is not a recognized measure under U.S. Generally Accepted Accounting
Principles (GAAP). See reconciliation between net (loss) income and Adjusted EBITDA
under Liquidity and Capital Resources  Adjusted EBITDA.(b)
    
    Defined as average dollar value of equipment rented by
customers (based on
original equipment fleet cost) for the relevant period divided by the aggregate dollar value of all
equipment (based on  original cost).(c)
    
    Defined as the original dollar value of rental equipment purchased from the original
equipment manufacturer (OEM). Fleet purchased from non-OEM sources are assigned a
comparable original equipment cost (OEC) dollar value at the time of purchase.     Business Environment and Outlook
     17




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
    
    Closing under-performing locations and redeploying rental fleet to more
profitable locations with higher demand;
    
    Expanding and diversifying our presence in industrial or non-construction,
markets, which historically tend to place a heightened emphasis on maintenance
during times of economic slowdowns;
    
    Minimizing capital expenditures;
    
    Reducing headcount;
    
    Divesting excess rental fleet, which generates cash and
improves fleet utilization;
    
    Utilizing excess cash flow resulting from our planned reduction in capital
expenditures and the proceeds from the sale of used rental equipment to repay
outstanding amounts on our senior ABL revolving facility;
    
    Restructuring our debt to extend existing maturities and replace shorter term
obligations with longer term obligations; and
    
    Implementing cost reduction measures throughout our business.
 Location Closures and Headcount Reduction
   $400 million Senior Secured Notes Offering
  18




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Second Lien Term Facility Amendment and Repurchase Transactions
   Subsequent Events
   19




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Factors Affecting Our Results of Operations
  Results of Operations
 Revenues:
 
    
    Equipment rental revenue consists of fees charged to customers for use of equipment
owned by us over the term of the rental as well as other fees charged to customers for
items such as delivery and pickup, fuel and damage waivers.
 
    
    Sale of merchandise revenues represent sales of contractor supplies, consumables and
ancillary products and, to a lesser extent, new equipment.
 
    
    Sale of used rental equipment represents revenues derived from the sale of rental
equipment that has previously been included in our rental fleet.
 Cost of revenues:
 
    
    Cost of equipment rentals, excluding depreciation, consists primarily of wages and
benefits for employees involved in the delivery and maintenance of rental equipment, rental
location facility costs and rental equipment repair and maintenance expenses.
    
    Depreciation  rental equipment consists of straight-line depreciation of equipment
included in our rental fleet.
    
    Cost of merchandise sales represents the costs of acquiring those items.
    
    Cost of used rental equipment sales represents the net book value of rental equipment at
the date of sale.
   20




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Three Months Ended September 30, 2009, Compared to Three Months Ended September 30, 2008
  Percent of RevenueThree Months Ended
    
    
    Three Months EndedSeptember 30,
    
    
    September 30,
    
    
    Increase (decrease)2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009 versus 2008(unaudited)Revenues:Equipment rental revenue
    
    $
    271,547
    
    
    $
    418,604
    
    
    
    86.1
    %
    
    
    89.7
    %
    
    $
    (147,057
    )
    
    
    (35.1
    )%Sale of merchandise
    
    
    12,633
    
    
    
    18,906
    
    
    
    4.0
    
    
    
    4.0
    
    
    
    (6,273
    )
    
    
    (33.2
    )Sale of used rental equipment
    
    
    31,384
    
    
    
    29,357
    
    
    
    9.9
    
    
    
    6.3
    
    
    
    2,027
    
    
    
    6.9Total revenues
    
    
    315,564
    
    
    
    466,867
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    (151,303
    )
    
    
    (32.4
    )Cost of revenues:Cost of equipment rentals,
excluding depreciation
    
    
    138,723
    
    
    
    182,747
    
    
    
    44.0
    
    
    
    39.1
    
    
    
    (44,024
    )
    
    
    (24.1
    )Depreciation  rental equipment
    
    
    70,169
    
    
    
    81,869
    
    
    
    22.2
    
    
    
    17.5
    
    
    
    (11,700
    )
    
    
    (14.3
    )Cost of merchandise sales
    
    
    8,775
    
    
    
    13,325
    
    
    
    2.8
    
    
    
    2.9
    
    
    
    (4,550
    )
    
    
    (34.1
    )Cost of used rental equipment sales
    
    
    30,117
    
    
    
    20,479
    
    
    
    9.5
    
    
    
    4.4
    
    
    
    9,638
    
    
    
    47.1Total cost of revenues
    
    
    247,784
    
    
    
    298,420
    
    
    
    78.5
    
    
    
    63.9
    
    
    
    (50,636
    )
    
    
    (17.0
    )Gross profit
    
    
    67,780
    
    
    
    168,447
    
    
    
    21.5
    
    
    
    36.1
    
    
    
    (100,667
    )
    
    
    (59.8
    )Operating expensesSelling, general and administrative
    
    
    31,970
    
    
    
    45,271
    
    
    
    10.1
    
    
    
    9.7
    
    
    
    (13,301
    )
    
    
    (29.4
    )Depreciation and amortization 
non-rental equipment and
intangibles
    
    
    10,696
    
    
    
    12,603
    
    
    
    3.4
    
    
    
    2.7
    
    
    
    (1,907
    )
    
    
    (15.1
    )Other operating (gains) losses, net
    
    
    (119
    )
    
    
    276
    
    
    
    
    
    
    
    0.1
    
    
    
    (395
    )
    
    
    n/aTotal operating expenses, net
    
    
    42,547
    
    
    
    58,150
    
    
    
    13.5
    
    
    
    12.5
    
    
    
    (15,603
    )
    
    
    (26.8
    )Operating income
    
    
    25,233
    
    
    
    110,297
    
    
    
    8.0
    
    
    
    23.6
    
    
    
    (85,064
    )
    
    
    (77.1
    )Interest expense, net
    
    
    50,666
    
    
    
    48,296
    
    
    
    16.1
    
    
    
    10.3
    
    
    
    2,370
    
    
    
    4.9Gain on extinguishment of debt, net
    
    
    (12,489
    )
    
    
    
    
    
    
    (4.0
    )
    
    
    
    
    
    
    (12,489
    )
    
    
    n/aOther (income) expense, net
    
    
    (75
    )
    
    
    327
    
    
    
    
    
    
    
    0.1
    
    
    
    (402
    )
    
    
    n/a(Loss) income before (benefit)
provision for income taxes
    
    
    (12,869
    )
    
    
    61,674
    
    
    
    (4.1
    )
    
    
    13.2
    
    
    
    (74,543
    )
    
    
    n/a(Benefit) provision for income taxes
    
    
    (7,034
    )
    
    
    19,325
    
    
    
    (2.2
    )
    
    
    4.1
    
    
    
    (26,359
    )
    
    
    n/aNet (loss) income
    
    $
    (5,835
    )
    
    $
    42,349
    
    
    
    (1.8
    )%
    
    
    9.1
    %
    
    $
    (48,184
    )
    
    
    n/a
    21




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Nine Months Ended September 30, 2009, Compared to Nine Months Ended September 30, 2008
  Percent of RevenueNine Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    Increase (decrease)2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009 versus 2008(unaudited)Revenues:Equipment rental revenue
    
    $
    829,517
    
    
    $
    1,195,782
    
    
    
    83.5
    %
    
    
    89.4
    %
    
    $
    (366,265
    )
    
    
    (30.6
    )%Sale of merchandise
    
    
    40,121
    
    
    
    56,152
    
    
    
    4.0
    
    
    
    4.2
    
    
    
    (16,031
    )
    
    
    (28.5
    )Sale of used rental equipment
    
    
    123,757
    
    
    
    86,043
    
    
    
    12.5
    
    
    
    6.4
    
    
    
    37,714
    
    
    
    43.8Total revenues
    
    
    993,395
    
    
    
    1,337,977
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    (344,582
    )
    
    
    (25.8
    )Cost of revenues:Cost of equipment rentals,
excluding depreciation
    
    
    423,567
    
    
    
    521,837
    
    
    
    42.6
    
    
    
    39.0
    
    
    
    (98,270
    )
    
    
    (18.8
    )Depreciation  rental equipment
    
    
    217,492
    
    
    
    239,331
    
    
    
    21.9
    
    
    
    17.9
    
    
    
    (21,839
    )
    
    
    (9.1
    )Cost of merchandise sales
    
    
    28,193
    
    
    
    38,159
    
    
    
    2.8
    
    
    
    2.9
    
    
    
    (9,966
    )
    
    
    (26.1
    )Cost of used rental equipment sales
    
    
    115,414
    
    
    
    60,153
    
    
    
    11.6
    
    
    
    4.5
    
    
    
    55,261
    
    
    
    91.9Total cost of revenues
    
    
    784,666
    
    
    
    859,480
    
    
    
    79.0
    
    
    
    64.2
    
    
    
    (74,814
    )
    
    
    (8.7
    )Gross profit
    
    
    208,729
    
    
    
    478,497
    
    
    
    21.0
    
    
    
    35.8
    
    
    
    (269,768
    )
    
    
    (56.4
    )Operating expensesSelling, general and administrative
    
    
    107,096
    
    
    
    125,983
    
    
    
    10.8
    
    
    
    9.4
    
    
    
    (18,887
    )
    
    
    (15.0
    )Depreciation and amortization 
non-rental equipment and
intangibles
    
    
    33,672
    
    
    
    37,214
    
    
    
    3.4
    
    
    
    2.8
    
    
    
    (3,542
    )
    
    
    (9.5
    )Other operating gains, net
    
    
    (233
    )
    
    
    (789
    )
    
    
    
    
    
    
    (0.1
    )
    
    
    556
    
    
    
    n/aTotal operating expenses, net
    
    
    140,535
    
    
    
    162,408
    
    
    
    14.1
    
    
    
    12.1
    
    
    
    (21,873
    )
    
    
    (13.5
    )Operating income
    
    
    68,194
    
    
    
    316,089
    
    
    
    6.9
    
    
    
    23.6
    
    
    
    (247,895
    )
    
    
    (78.4
    )Interest expense, net
    
    
    130,911
    
    
    
    152,399
    
    
    
    13.2
    
    
    
    11.4
    
    
    
    (21,488
    )
    
    
    (14.1
    )Gain on extinguishment of debt, net
    
    
    (12,489
    )
    
    
    
    
    
    
    (1.3
    )
    
    
    
    
    
    
    (12,489
    )
    
    
    n/aOther expense (income), net
    
    
    335
    
    
    
    (316
    )
    
    
    
    
    
    
    
    
    
    
    651
    
    
    
    n/a(Loss) income before (benefit)
provision for income taxes
    
    
    (50,563
    )
    
    
    164,006
    
    
    
    (5.1
    )
    
    
    12.3
    
    
    
    (214,569
    )
    
    
    n/a(Benefit) provision for income taxes
    
    
    (19,734
    )
    
    
    59,235
    
    
    
    (2.0
    )
    
    
    4.4
    
    
    
    (78,969
    )
    
    
    n/aNet (loss) income
    
    $
    (30,829
    )
    
    $
    104,771
    
    
    
    (3.1
    )%
    
    
    7.8
    %
    
    $
    (135,600
    )
    
    
    n/a
    24




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Liquidity and Capital Resources
 Cash Flows and Liquidity
   Nine Months EndedSeptember 30,2009
    
    
    2008(in 000s)Net cash provided by operating activities
    
    $
    230,217
    
    
    $
    295,365Net cash provided by (used in) investing activities
    
    
    101,297
    
    
    
    (185,512
    )Net cash used in financing activities
    
    
    (327,195
    )
    
    
    (119,492
    )Effect of foreign exchange rates on cash
    
    
    1,001
    
    
    
    (127
    )Net increase (decrease) in cash and cash equivalents
    
    $
    5,320
    
    
    $
    (9,766
    )
  26




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Operating activities  .
 Investing activities 
  Financing activities 
 Indebtedness
    27




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ConsolidatedFiscal Quarter Ending
    
    Leverage RatioSeptember 30, 2009
    
    
    4.50:1.00December 31, 2009
    
    
    4.50:1.00March 31, 2010 and at all times thereafter
    
    
    4.25:1.00
   Outlook
   Adjusted EBITDA
  28




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in 000s)Net (loss) income
    
    $
    (5,835
    )
    
    $
    42,349
    
    
    $
    (30,829
    )
    
    $
    104,771Depreciation of rental equipment
and depreciation and amortization
of non-rental equipment and
intangibles
    
    
    80,865
    
    
    
    94,472
    
    
    
    251,164
    
    
    
    276,545Interest expense, net
    
    
    50,666
    
    
    
    48,296
    
    
    
    130,911
    
    
    
    152,399(Benefit) provision for income taxes
    
    
    (7,034
    )
    
    
    19,325
    
    
    
    (19,734
    )
    
    
    59,235EBITDA
    
    $
    118,662
    
    
    $
    204,442
    
    
    $
    331,512
    
    
    $
    592,950Adjustments:Gain on extinguishment of debt, net
    
    
    (12,489
    )
    
    
    
    
    
    
    (12,489
    )
    
    
    Share-based compensation
    
    
    1,179
    
    
    
    957
    
    
    
    3,473
    
    
    
    2,797Other (income) expense, net
    
    
    (75
    )
    
    
    327
    
    
    
    335
    
    
    
    (316
    )Adjusted EBITDA
    
    $
    107,277
    
    
    $
    205,726
    
    
    $
    322,831
    
    
    $
    595,431
 Critical Accounting Policies and Estimates
  Recent Accounting Pronouncements
   29




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Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
    Currency Exchange Risk
  30




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Item 4.
    
    Controls and Procedures
  Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
 PART II. Other Information
 
 Item 1.
    
    Legal Proceedings
   
 Item 1A.
    
    Risk Factors
  31




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Risks Relating 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.
  
    
    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.
   32




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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;
    
    the cyclical nature of our customers businesses, particularly those operating in the
non-residential construction and industrial or non-construction, sectors;
    
    rental rate changes in response to competitive factors;
    
    our inability to maintain our price levels during long-term periods of economic decline;
    
    bankruptcy or insolvency of our competitors leading to a larger than expected amount of
used equipment in the open market;
    
    bankruptcy or insolvency of our customers, thereby reducing demand for used rental
equipment;
    
    reduction in the demand for used equipment may result in lower sales prices and volume
for used equipment sales;
    
    aging of our fleet, ultimately resulting in lower sales prices and volume for used
equipment sales;
    
    seasonal rental patterns, with rental activity tending to be lowest in the winter;
    
    downturn in oil and petrochemical-related sectors from which we derive a large share of
our industrial revenue;
    
    timing of acquisitions of companies and new location openings and related costs;
    
    labor shortages, work stoppages or other labor difficulties;
    
    disruptions of fuel supplies or increases in fuel prices;
    
    possible unrecorded liabilities of acquired companies;
    
    our effectiveness in integrating acquired businesses and new locations into our existing
operations; and
    
    possible write-offs or exceptional charges due to changes in applicable accounting
standards, goodwill impairment, impairment of obsolete or damaged equipment or other assets,
or the refinancing of our existing debt.
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The 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 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.
   The effects of the recent global economic crisis have had and may continue to have a negative
impact on our revenue, operating results, or financial condition.
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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.
  If our operating costs increase as our rental fleet ages and we are unable to pass along such
costs, our earnings will decrease.
  Our operational and cost reduction measures may not generate the improvements and efficiencies we
expect.
  The cost of new equipment we use in our rental fleet could increase and therefore we may spend more
for replacement equipment, and in some cases we may not be able to procure equipment on a timely
basis due to supplier constraints.
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An impairment of our goodwill could have a material non-cash adverse impact on our results of
operations.
  Our rental fleet is subject to residual value risk upon disposition.
  
    
    the market price for new equipment of a like kind;
    
    wear and tear on the equipment relative to its age and the performance of preventive
maintenance;
    
    the time of year that it is sold;
    
    worldwide and domestic demand for used equipment, including the amount of used equipment
we, along with our competitors, supply to the used equipment market; and
    
    general economic conditions.
  Any failure of Atlas to indemnify us against and defend us from certain claims in accordance with
the terms of the recapitalization agreement could have a material adverse effect on us.
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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.
  Oak Hill or their affiliates may compete directly against us.
  If we acquire any businesses in the future, they could prove difficult to integrate, disrupt our
business, or have an adverse effect on our results of operations.
  
    
    potential disruption of our ongoing business and distraction of management;
    
    difficulty integrating the acquired business; and
    
    exposure to unknown liabilities.
  If we fail to retain or attract key management and personnel, we may be unable to implement our
business plan.
  The impairment of financial institutions may adversely affect us.
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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.
  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.
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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.
  Certain existing stockholders of RSC Holdings have significant control over our company and large
ownership positions that could be sold, transferred or distributed.
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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 Senior Credit Facilities, resulting in possible defaults on and
acceleration of such debt;
    
    require us to dedicate a substantial portion of our cash flow from operations to make
payments on our debt, which would reduce the availability of our cash flow from operations
to fund working capital, capital expenditures, acquisitions or other general corporate
purposes;
    
    increase our vulnerability to general adverse economic and industry conditions, including
interest rate fluctuations, because a portion of our borrowings, including under the Senior
Credit Facilities, bears interest at variable rates;
    
    place us at a competitive disadvantage to our competitors with proportionately less debt
or comparable debt at more favorable interest rates;
    
    limit our ability to refinance our existing indebtedness on favorable terms or at all or
borrow additional funds in the future for, among other things, working capital, capital
expenditures, acquisitions or debt service requirements;
    
    limit our flexibility in planning for, or reacting to, changing conditions in our
business and industry; and
    
    limit our ability to react to competitive pressures, or make it difficult for us to carry
out capital spending that is necessary or important to our growth strategy and our efforts
to improve operating margins.
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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.
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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.
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A significant portion of our outstanding indebtedness is secured by substantially all of our
consolidated assets. As a result of these security interests, such assets would only be available
to satisfy claims of our general creditors or to holders of our equity securities if we were to
become insolvent to the extent the value
of such assets exceeded the amount of our indebtedness and other obligations. In addition, the
existence of these security interests may adversely affect our financial flexibility.
    An increase in interest rates would increase the cost of servicing our indebtedness and could
reduce our profitability.
  Risks Related to our Common Stock and Market and Economic Factors
 Our share price may decline due to the large number of shares eligible for future sale.
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RSC Holdings is a holding company, with no operations of its own, that depends on its subsidiaries
for cash.
  Our operating and financial performance in any given period might not meet the guidance we have
provided to the public.
  Fluctuations in the stock market, as well as general economic and market conditions may impact our
operations, sales, financial results and market price of our common stock.
  
    
    general economic changes, including rising interest rates, increased fuel costs and
other energy costs; increased labor and healthcare costs, and increased levels of
unemployment;
    
    variations in quarterly operating results;
    
    changes in the strategy and actions taken by our competitors, including pricing
changes;
    
    securities analysts elections to discontinue coverage of our common stock, changes
in financial estimates by analysts or a downgrade of our stock or our sector by
analysts;
    
    announcements by us or our competitors of significant contracts, acquisitions,
strategic partnerships, joint ventures or capital commitments;
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
    
    loss of a large customer or supplier;
    
    future sales of our common stock;
    
    investor perceptions of us and the equipment rental industry;
    
    our ability to successfully integrate acquisitions and consolidations; and
    
    national or regional catastrophes or circumstances and natural disasters,
hostilities and acts of terrorism.
  Our certificate of incorporation, by-laws and Delaware law may discourage takeovers and business
combinations that our stockholders might consider in their best interests.
  
    
    establishment of a classified Board of Directors, with staggered terms;
    
    granting to the Board of Directors sole power to set the number of directors and to
fill any vacancy on the Board of Directors, whether such vacancy occurs as a result of
an increase in the number of directors or otherwise;
    
    limitations on the ability of stockholders to remove directors;
    
    the ability of the Board of Directors to designate and issue one or more series of
preferred stock without stockholder approval, the terms of which may be determined at
the sole discretion of the Board of Directors;
    
    prohibition on stockholders from calling special meetings of stockholders;
    
    establishment of advance notice requirements for stockholder proposals and
nominations for election to the Board of Directors at stockholder meetings; and
    
    prohibiting our stockholders from acting by written consent.
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Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
  
 Item 5.
    
    Other Information
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Item 6.
    
    Exhibits
 Exhibits and Financial Statement Schedules
 ExhibitNumber
    
    Description4.1(1)
    
    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 Agent4.2(1)
    
    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)4.3(1)
    
    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)4.4(1)
    
    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 Agent4.7.1(2)
    
    Amendment No. 1 to Amended and Restated Stockholders Agreement, dated August 24, 200910.1(1)
    
    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 time10.2(3)
    
    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 time10.3(4)
    
    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 thereto31.1
    
    Certification of Chief Executive Officer as required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended31.2
    
    Certification of Chief Financial Officer as required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended32.1
    
    Certifications of Chief Executive Officer and Chief Financial Officer as required by
Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended
 
 (1)
    
    Incorporated by reference to the like numbered exhibit to RSC Holdings Inc. Current
Report on Form 8-K, dated June 26, 2009 and filed with the Securities and Exchange
Commission on July 2, 2009 (file no. 001-33485).(2)
    
    Incorporated by reference to the like numbered exhibit to RSC Holdings Inc. Current
Report on Form 8-K, dated August 24, 2009 and filed with the Securities and Exchange
Commission on August 24, 2009 (file no. 001-33485).(3)
    
    Incorporated by reference to Exhibit 10.1 to RSC Holdings Inc. Current Report on Form
8-K, dated July 30, 2009 and filed with the Securities and Exchange Commission on July 31,
2009 (file no. 001-33485).(4)
    
    Incorporated by reference to Exhibit 10.1 to RSC Holdings Inc. Current Report on Form
8-K, dated August 21, 2009 and filed with the Securities and Exchange Commission on August
24, 2009 (file no. 001-33485). 47




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SIGNATURES
  RSC Holdings Inc.
 Signature
    
    Title
    
    Date/s/ Erik Olsson
    
    President and Director (Principal Executive Officer)
    
    October 29, 2009Erik Olsson/s/ David Mathieson
    
    Chief Financial Officer (Principal Financial andDavid Mathieson
    
    Principal Accounting Officer)
    
    October 29, 2009
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EXHIBIT INDEX
 ExhibitNumber
    
    Description4.1(1)
    
    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 Agent4.2(1)
    
    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)4.3(1)
    
    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)4.4(1)
    
    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 Agent4.7.1(2)
    
    Amendment No. 1 to Amended and Restated Stockholders Agreement, dated August 24, 200910.1(1)
    
    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 time10.2(3)
    
    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 time10.3(4)
    
    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 thereto31.1
    
    Certification of Chief Executive Officer as required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended31.2
    
    Certification of Chief Financial Officer as required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended32.1
    
    Certifications of Chief Executive Officer and Chief Financial Officer as required by
Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended
 
 (1)
    
    Incorporated by reference to the like numbered exhibit to RSC Holdings Inc.
Current Report on Form 8-K, dated June 26, 2009 and filed with the Securities and
Exchange Commission on July 2, 2009 (file no. 001-33485).(2)
    
    Incorporated by reference to the like numbered exhibit to RSC Holdings Inc.
Current Report on Form 8-K, dated August 24, 2009 and filed with the Securities and
Exchange Commission on August 24, 2009 (file no. 001-33485).(3)
    
    Incorporated by reference to Exhibit 10.1 to RSC Holdings Inc. Current Report
on Form 8-K, dated July 30, 2009 and filed with the Securities and Exchange Commission
on July 31, 2009 (file no. 001-33485).(4)
    
    Incorporated by reference to Exhibit 10.1 to RSC Holdings Inc. Current Report
on Form 8-K, dated August 21, 2009 and filed with the Securities and Exchange
Commission on August 24, 2009 (file no. 001-33485). 49