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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
   
  Form 10-K/A
 
 
 Amendment No. 1
 
    þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED:
    DECEMBER 31,
    2009-OR-o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934  Commission File
    No. 001-33485
  
 RSC Holdings Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

22-1669012(State or other jurisdiction
    of
    incorporation or organization)

(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:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, no par value per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
   o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o
    (Do not check if a smaller reporting company)

Smaller reporting company o   Rule 12b-2 o þ
      Documents Incorporated by
    Reference:




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Explanatory
    Note
  Form 10-K Form 10-K/A




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##### 



TABLE OF
    CONTENTS
  Cautionary Statement for Forward-Looking
    Information


iiPART I




1Item 1.

Business


1Item 1A.

Risk Factors


11Item 1B.

Unresolved Staff Comments


25Item 2.

Properties


25Item 3.

Legal Proceedings


25Item 4.

Submission of Matters to a Vote of Security
    Holders


25PART II




26Item 5.

Market For Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


26Item 6.

Selected Financial Data


28Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


30Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


50Item 8.

Financial Statements and Supplementary Data


51Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


51Item 9A.

Controls and Procedures


51Item 9B.

Other Information


52PART III




52Item 10.

Directors, Executive Officers and Corporate
    Governance


52Item 11.

Executive Compensation


52Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


53Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


53Item 14.

Principal Accountant Fees and Services


53PART IV




53Item 15.

Exhibits and Financial Statement Schedules


53EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1   i




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Introductory
    Note
  Form 10-K, Form 10-K.
 Cautionary
    Statement for Forward-Looking Information  Form 10-K,
  Form 10-K
  Form 10-K, Form 10-K.
  
    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;
    our ability to generate cash
    and/or incur
    additional indebtedness to finance equipment purchases; ii




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
    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;
    claims that the software products and information systems on
    which we rely infringe on the intellectual property rights of
    others; and
    the other factors described in Item 1A of this Annual
    Report on
    Form 10-K
    under the caption Risk Factors.  Form 10-K Form 10-K,
 iii




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




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Business
    Strategy
  Drive profitable volume growth.
  
    continuing to drive the profitability of existing locations and
    pursuing same store growth;
    investing in and maintaining our high quality fleet to meet
    local customer demands;
    leveraging our reputation for superior customer service to
    increase our customer base;
    increasing our market penetration by opening new locations in
    targeted markets to leverage existing infrastructure and
    customer relationships;
    increasing our presence in complementary rental and service
    offerings to increase same store revenues, margins and return on
    investment;
    aligning incentives for local management teams with our
    strategy; and
    pursuing selected acquisitions in attractive markets, subject to
    economic conditions.  Prioritize profit margins, free cash flow generation and
    return on capital.
  
    focus on the higher margin rental business;
    actively manage the quality, reliability and availability of our
    fleet and offer superior customer service to support our premium
    pricing strategy;
    evaluate each new investment in fleet based on local demand and
    expected returns;
    deploy and allocate fleet among our operating regions based on
    pre-specified return thresholds;
    use our size and market presence to achieve economies of scale
    in capital investment;
    actively sell under-utilized fleet to balance supply with
    demand, thereby right-sizing the fleet;
    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. 2




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Further enhance our industry leading customer
    service.
  Business
        Operations
        Customers
     3




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
    run and maintain,which relates to day to day
    maintenance;
    turnaround,which relates to major planned
    general overhaul of operations; and
    capital projects,which relate to smaller
    expansion or modification work.  on-site ®
    Customer Service. best-in-class
  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, 2009

% of TotalAerial work platform (AWP) booms


32.5Fork lifts


23.4Earth moving


13.5AWP scissors


11.5Trucks


5.3Air compressors


3.2Generators/Light towers


3.1Compaction


2.0Other


5.5   Fleet Management Process. location-by-location
     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®; and
    specialized Business Development Managers focusing on industrial
    or non-construction customers.  Sales Force.
 6




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RSC
    Online ® ® pick-ups
  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
          
    closing under-performing locations and redeploying rental fleet
    to more profitable locations with higher demand;
    expanding and diversifying our presence in industrial or
    non-construction, markets, which historically tend to place a
    heightened emphasis on maintenance during times of economic
    slowdowns;
    minimizing capital expenditures;
    reducing headcount;
    divesting excess rental fleet, which generates cash and improves
    fleet utilization;
    slowing sales of used equipment, allowing our average fleet age
    to increase, which enables us to retain fleet we will need when
    the economic situation improves;
    utilizing excess cash flow resulting from our planned reduction
    in capital expenditures and the proceeds from the sale of used
    rental equipment to repay outstanding amounts on our Senior ABL
    Revolving Facility and our Second Lien Term Facility;
    evaluating additional opportunities to restructure our debt to
    extend existing maturities and replace shorter term obligations
    with longer term obligations; and
    implementing cost reduction measures throughout our business.  Employees
   8




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Regulatory
    Matters
  Environmental,
    Health and Safety Matters
          Transportation,
    Delivery and Sales Fleet
    Management
    Name

Age

PositionErik Olsson


47


President, Chief Executive Officer and DirectorKevin Groman


39


Senior Vice President, General Counsel and Corporate SecretaryPhillip Hobson


43


Senior Vice President, OperationsDavid Ledlow


51


Senior Vice President, OperationsDavid Mathieson


55


Senior Vice President and Chief Financial Officer   Erik Olsson
  Kevin Groman
 9




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Phillip Hobson
  David Ledlow
  David Mathieson
  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K
  1-800-SEC-0330. www.sec.gov
 10




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Item 1A.
    Risk
    Factors.  Our business is subject to a number of important risks and
    uncertainties, some of which are described below. Any of these
    risks may have a material adverse effect on our business,
    financial condition, results of operations and cash flows.
  Risks
    Related to Our Business
  Our
    business 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.
   11




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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.   12




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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.
  and/or
  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.
   13




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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.
   14




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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.
    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.
  Form 10-K
 15




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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.   16




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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.
    We are
    exposed to various possible claims relating to our business and
    our insurance may not fully protect us against those
    claims.
       17




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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.
  and/or and/or and/or
  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.
   18




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We may
    not be able to adequately protect our intellectual property and
    other proprietary rights that are material to our
    business.
    Certain
    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.
   19




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
    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.    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; 20




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
    incur liens;
    enter into currency, commodity and other hedging
    transactions; and
    amend specified debt agreements.      
    incur additional debt;
    pay dividends or distributions on their capital stock or
    repurchase their capital stock;
    make certain investments;
    create liens on their assets to secure debt;
    enter into certain transactions with affiliates;
    create limitations on the ability of the restricted subsidiaries
    to make dividends or distributions to their respective parents;
    merge or consolidate with another company; and
    transfer and sell assets.     21




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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.
       22




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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 our Common Stock and Market and Economic
    Factors
  Our
    share price may decline due to the large number of shares
    eligible for future sale.
      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.
   23




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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;
    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; 24




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
    establishment of advance notice requirements for stockholder
    proposals and nominations for election to the Board of Directors
    at stockholder meetings; and
    prohibiting our stockholders from acting by written consent if
    the Sponsors cease to collectively hold a majority of our
    outstanding common stock.      Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      Item 3.
    Legal
    Proceedings      Item 4.
    Submission
    of Matters to a Vote of Security Holders   25




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PART II  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
      For the Year Ending December 31, 2009
  High


LowFirst Quarter

$
9.05


$
4.00Second Quarter


7.96



4.46Third Quarter


9.03



5.69Fourth Quarter


8.15



6.15   For the Year Ending December 31, 2008
  High


LowFirst Quarter

$
12.71


$
9.46Second Quarter


12.12



8.74Third Quarter


11.40



8.66Fourth Quarter


11.41



4.15     Dividends
   26




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Recent
    Performance
  Stock Performance Graph.  The performance graph and
    related information shall not be deemed filed with
    the Securities and Exchange Commission, nor shall such
    information be incorporated by reference into any future filing
    under the Securities Act of 1933 or Securities Exchange Act of
    1934, each as amended except to the extent that we specifically
    incorporate it by reference into such filing.
  7359  services-miscellaneous equipment
    rental & leasing
  COMPARISON
    OF 31 MONTH CUMULATIVE TOTAL RETURN* Among
    RSC Holdings Inc. The Russell 2000 Index
    And A Peer Group
  
  *
    
    $100 invested on
    5/23/07 in
    stock or
    4/30/07 in
    index, including reinvestment of dividends. Fiscal year ended
    December 31. 27




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Item 6.
    Selected
    Financial Data  Form 10-K Form 10-K.
  Years Ended December 31,2009


2008


2007


2006


2005($ in thousands, except per share data)Consolidated statements of operations data:Revenues:Equipment rental revenue

$
1,073,021


$
1,567,254


$
1,543,175


$
1,368,712


$
1,140,329Sale of merchandise


51,951



72,472



80,649



92,524



102,894Sale of used rental equipment


158,482



125,443



145,358



191,652



217,534Total revenues


1,283,454



1,765,169



1,769,182



1,652,888



1,460,757Cost of revenues:Cost of equipment rentals, excluding depreciation


548,462



692,613



640,992



591,241



528,071Depreciation of rental equipment


285,668



317,504



295,248



253,379



212,325Cost of merchandise sales


36,743



49,370



53,936



61,675



73,321Cost of used rental equipment sales


148,673



90,500



103,076



145,425



173,276Total cost of revenues


1,019,546



1,149,987



1,093,252



1,051,720



986,993Gross profit


263,908



615,182



675,930



601,168



473,764Operating expenses:Selling, general and administrative


140,646



168,690



156,688



137,995



122,847Management fees and recapitalization expenses(1)(2)










23,000



10,836



Depreciation and amortization of non-rental equipment and
    intangibles


43,984



49,567



46,226



38,783



33,776Other operating gains, net


(517
)


(1,010
)


(4,850
)


(6,968
)


(4,836
)Total operating expenses, net


184,113



217,247



221,064



180,646



151,787Operating income


79,795



397,935



454,866



420,522



321,977Interest expense, net


189,689



201,849



243,908



116,370



64,280(Gain) loss on extinguishment of debt, net(3)


(13,916
)






9,570







Other expense (income), net


707



658



(1,126
)


(311
)


(100
)(Loss) income before (benefit) provision for income taxes


(96,685
)


195,428



202,514



304,463



257,797(Benefit) provision for income taxes(4)


(37,325
)


72,939



79,260



117,941



93,600Net (loss) income

$
(59,360
)

$
122,489


$
123,254


$
186,522


$
164,197Preferred dividends














(7,997
)


(15,995
)Net (loss) income available for common stockholders

$
(59,360
)

$
122,489


$
123,254


$
178,525


$
148,202Weighted average shares outstanding used in computing net (loss)
    income per common share:Basic(5)


103,433



103,261



98,237



307,845



330,697Diluted(5)


103,433



103,740



99,632



307,845



330,697Net (loss) income per common share:Basic(5)(6)

$
(0.57
)

$
1.19


$
1.25


$
0.58


$
0.45Diluted(5)(6)

$
(0.57
)

$
1.18


$
1.24


$
0.58


$
0.45   28




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##### Table of Contents



Years Ended December 31,2009


2008


2007


2006


2005($ in thousands)Other financial data:Depreciation of rental equipment and depreciation and
    amortization of non-rental equipment and intangibles

$
329,652


$
367,071


$
341,474


$
292,162


$
246,101Capital expenditures:Rental

$
46,386


$
258,660


$
580,194


$
721,258


$
691,858Non-rental


4,952



15,319



20,674



28,592



4,641Proceeds from sales of used equipment and non-rental equipment


(170,975
)


(131,987
)


(156,678
)


(207,613
)


(233,731
)Net capital expenditures

$
(119,637
)

$
141,992


$
444,190


$
542,237


$
462,768Other operational data (unaudited):Fleet utilization(7)


57.6
%


70.1
%


72.8
%


72.0
%


70.6
%Average fleet age at period end (months)


40



33



26



25



30Same store rental revenue growth / (decline)(8)


(28.9
)%


2.4
%


11.1
%


18.9
%


17.6
%Employees(9)


4,153



5,014



5,486



5,187



4,938Original equipment fleet cost (in millions)(10)

$
2,324


$
2,695


$
2,670


$
2,346


$
1,975Consolidated balance sheet data:Rental equipment, net

$
1,384,999


$
1,766,978


$
1,929,514


$
1,738,670


$
1,420,545Total assets


2,729,319



3,270,528



3,460,337



3,325,956



2,764,431Debt


2,172,109



2,569,067



2,736,225



3,006,426



1,246,829Total liabilities


2,705,678



3,227,408



3,504,435



3,760,589



1,950,625Total stockholders equity (deficit)


23,641



43,120



(44,098
)


(434,633
)


813,806     (1)
    
    In conjunction with the Recapitalization, we entered into a
    monitoring agreement whereby we would pay management fees of
    $1.5 million per quarter to the Sponsors. The monitoring
    agreement was terminated in connection with our initial public
    offering and a $20.0 million termination fee (also included
    in management fees) was paid.(2)
    
    The 2006 amount includes recapitalization expenses of
    approximately $10.3 million for fees and expenses related
    to the consummation of the Recapitalization that were not
    otherwise capitalized or applied to stockholders equity.(3)
    
    (Gain) loss on extinguishment of debt, net for the year ended
    December 31, 2009 consists of a $17.6 million net gain
    from the repayment of debt outstanding under the Second Lien
    Term Facility offset by a $3.7 million loss associated with
    the repayment of our Senior ABL Term Loan. The
    $17.6 million net gain associated with the repayment of our
    Second Lien Term Facility includes a $26.9 million gain,
    which represents the difference between the carrying value of
    debt repaid under the Second Lien Term Facility and the
    repurchase price offset by $2.9 million of creditor and
    third party fees incurred in connection with the repayment and
    the associated amendments to our Senior ABL Facilities credit
    agreement and Second Lien Term Facility agreement as well as
    $6.4 million of unamortized deferred financing costs that
    were expensed. The $3.7 million loss from the
    extinguishment of our Senior ABL Term Loan includes
    $1.4 million of creditor fees incurred to amend the Senior
    ABL Facilities credit agreement in connection with the repayment
    of the Senior ABL Term Loan and $2.3 million of unamortized
    deferred financing costs that were expensed. 29




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##### Table of Contents



Loss on extinguishment of debt for the year ended
    December 31, 2007 includes a $4.6 million prepayment
    penalty related to the $230.7 million repayment of Second
    Lien Term Facility debt and the write-off of $5.0 million
    of deferred financing costs associated with the repayment. The
    $9.6 million loss on extinguishment of debt was previously
    included in interest expense and has been reclassified to
    conform to the current year presentation.(4)
    
    Prior to the Recapitalization, RSC Holdings had other lines of
    businesses and the consolidated tax return of RSC Holdings for
    those periods included the results from those other lines of
    businesses. Our income taxes as presented in the consolidated
    financial statements for the period prior to the
    Recapitalization are calculated on a separate tax return basis
    that does not include the results from those other lines of
    businesses. Under Atlas ownership, RSC Holdings managed
    its tax position and remitted tax payments for the benefit of
    its entire portfolio of businesses, and its tax strategies were
    not necessarily reflective of the tax strategies that we would
    have followed or do follow as a stand-alone company. Tax
    payments were not made for the Company on a stand-alone basis
    prior to the Recapitalization.(5)
    
    Weighted average shares outstanding were significantly reduced
    in 2007 as a result of our Recapitalization.(6)
    
    For purposes of calculating basic and diluted net income per
    common share, net income for the years ended December 31,
    2006 and 2005 have been adjusted for preferred stock dividends.(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.The following table shows the calculation of fleet utilization
    for each period presented.  For the Years Ended December 31,2009


2008


2007


2006


2005(In millions)Average aggregate dollar value of all equipment owned (original
    cost)

$
2,484.7


$
2,731.2


$
2,535.7


$
2,197.8


$
1,861.1Average aggregate dollar value of equipment on rent


1,431.5



1,913.9



1,844.9



1,582.8



1,314.7Fleet utilization


57.6
%


70.1
%


72.8
%


72.0
%


70.6
%
   (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.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
     30




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##### Table of Contents



Years Ended December 31,2009


2008


2007Total revenues

$
1,283,454


$
1,765,169


$
1,769,182(Loss) income before (benefit) provision for income taxes


(96,685
)


195,428



202,514Net (loss) income


(59,360
)


122,489



123,254     Years Ended December 31,2009


2008


2007Adjusted EBITDA (in millions)(a)

$
413.7


$
768.0


$
823.6Fleet utilization(b)


57.6
%


70.1
%


72.8
%Average fleet age at period end (months)


40



33



26Original equipment fleet cost (in millions)(c)

$
2,324


$
2,695


$
2,670     (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, other
    expense (income), net and management fees. 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 the average aggregate dollar value of equipment
    rented by customers (based on original equipment fleet cost
    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 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.         31




---



##### Table of Contents



Form 10-K.
  Business
    Environment and Outlook
      non-residential
    
    closing under-performing locations and redeploying rental fleet
    to more profitable locations with higher demand;
    expanding and diversifying our presence in industrial or
    non-construction markets, which historically tend to place a
    heightened emphasis on maintenance during times of economic
    slowdowns;
    minimizing capital expenditures;
    reducing headcount;
    divesting excess rental fleet, which generates cash and improves
    fleet utilization;
    slowing sales of used equipment, allowing our average fleet age
    to increase, which enables us to retain fleet we will need when
    the economic situation improves;
    utilizing excess cash flow resulting from our planned reduction
    in capital expenditures and the proceeds from the sale of used
    rental equipment to repay outstanding amounts on our Senior ABL
    Revolving Facility and our Second Lien Term Facility;
    evaluating additional opportunities to restructure our debt to
    extend existing maturities and replace shorter term obligations
    with longer term obligations; and
    implementing cost reduction measures throughout our business.  Recent
    Developments
  Location
    Closures and Headcount Reduction
   32




---



##### Table of Contents



Industrial
    Presence
    $400 million
    Senior Secured Notes Offering and Debt Amendments
       33




---



##### Table of Contents



Second
    Lien Term Facility Amendment and Repurchase
    Transactions
      $200 million
    Senior Unsecured Notes Offering and Debt Amendments
     34




---



##### Table of Contents



Factors
    Affecting Our Results of Operations
  non-construction
  Initial
    Public Offering
    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 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.      Form 10-K.
 35




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##### Table of Contents



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


548,462



692,613



42.7



39.2



(144,151
)


(20.8
)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


1,019,546



1,149,987



79.4



65.1



(130,441
)


(11.3
)Gross profit


263,908



615,182



20.6



34.9



(351,274
)


(57.1
)Operating expensesSelling, general and administrative


140,646



168,690



11.0



9.6



(28,044
)


(16.6
)Depreciation and amortization of non-rental equipment and
    intangibles


43,984



49,567



3.4



2.8



(5,583
)


(11.3
)Other operating gains, net


(517
)


(1,010
)


(0.0
)


(0.1
)


493



(48.8
)Total operating expenses, net


184,113



217,247



14.3



12.3



(33,134
)


(15.3
)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



7.4(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    36




---



##### Table of Contents



37




---



##### Table of Contents



Second Lien


Senior ABLTerm Facility


Facilities


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     true-up
 38




---



##### Table of Contents



Year
    Ended December 31, 2008 Compared with Year Ended
    December 31, 2007
    Percent ofRevenueYears Ended


Years EndedDecember 31,


December 31,


Increase (Decrease)2008


2007


2008


2007


2008 Versus 2007Revenues:Equipment rental revenue

$
1,567,254


$
1,543,175



88.8
%


87.2
%

$
24,079



1.6
%Sale of merchandise


72,472



80,649



4.1



4.6



(8,177
)


(10.1
)Sale of used rental equipment


125,443



145,358



7.1



8.2



(19,915
)


(13.7
)Total revenues


1,765,169



1,769,182



100.0



100.0



(4,013
)


(0.2
)Cost of revenues:Cost of equipment rentals, excluding depreciation


692,613



640,992



39.2



36.2



51,621



8.1Depreciation of rental equipment


317,504



295,248



18.0



16.7



22,256



7.5Cost of merchandise sales


49,370



53,936



2.8



3.0



(4,566
)


(8.5
)Cost of used rental equipment sales


90,500



103,076



5.1



5.8



(12,576
)


(12.2
)Total cost of revenues


1,149,987



1,093,252



65.1



61.8



56,735



5.2Gross profit


615,182



675,930



34.9



38.2



(60,748
)


(9.0
)Operating expensesSelling, general and administrative


168,690



156,688



9.6



8.9



12,002



7.7Management fees






23,000







1.3



(23,000
)


n/aDepreciation and amortization of non-rental equipment and
    intangibles


49,567



46,226



2.8



2.6



3,341



7.2Other operating gains, net


(1,010
)


(4,850
)


(0.1
)


(0.3
)


3,840



(79.2
)Total operating expenses, net


217,247



221,064



12.3



12.5



(3,817
)


(1.7
)Operating income


397,935



454,866



22.5



25.7



(56,931
)


(12.5
)Interest expense, net


201,849



243,908



11.4



13.8



(42,059
)


(17.2
)Loss on extinguishment of debt, net






9,570







0.5



(9,570
)


n/aOther expense (income), net


658



(1,126
)


0.0



(0.1
)


1,784



n/aIncome before provision for income taxes


195,428



202,514



11.1



11.4



(7,086
)


(3.5
)Provision for income taxes


72,939



79,260



4.1



4.5



(6,321
)


(8.0
)Net income

$
122,489


$
123,254



6.9
%


7.0
%

$
(765
)


(0.6
)      39




---



##### Table of Contents



40




---



##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flows and Liquidity
      Years Ended December 31,2009


2008


2007(In 000s)Net cash provided by operating activities

$
269,956


$
363,439


$
509,554Net cash provided by (used in) investing activities


124,904



(175,230
)


(444,190
)Net cash used in financing activities


(405,194
)


(184,434
)


(101,708
)Effect of foreign exchange rates on cash


1,199



(144
)


195Net (decrease) increase in cash and cash equivalents

$
(9,135
)

$
3,631


$
(36,149
)    41




---



##### Table of Contents



Operating activities 
  Investing activities 
    Financing activities 
  Indebtedness
       42




---



##### Table of Contents



Outlook
  Form 10-K.
   43




---



##### 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)

$
2,100.6


$



$
103.5


$
1,397.1


$
600.0Capital Leases(1)


84.8



27.3



37.5



17.5



2.5Interest on Debt and Capital Leases(2)


997.6



188.7



347.4



259.9



201.6Operating Leases


182.2



51.4



78.9



33.5



18.4Purchase Obligations(3)


1.1



1.1











Total

$
3,366.3


$
268.5


$
567.3


$
1,708.0


$
822.5     (1)
    
    Principal payments are reflected when contractually required,
    and no early paydowns are reflected.(2)
    
    Estimated interest for debt for all periods presented is
    calculated using the interest rate available as of
    December 31, 2009 and includes calculated payments due
    under our interest rate swap agreements as well as fees for the
    unused portion of our Senior ABL Revolving Facility. See
    Note 6 to our consolidated financial statements for
    additional information.(3)
    
    As of December 31, 2009, we had outstanding purchase orders
    with our equipment suppliers. These purchase orders, which were
    negotiated in the ordinary course of business, total
    approximately $1.1 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 EquipmentGross Capital


Disposal


Net Capital


Gross Capital


Disposal


Net CapitalExpenditures


Proceeds


Expenditures


Expenditures


Proceeds


Expenditures(In millions)2009

$
46.4


$
158.5


$
(112.1
)

$
5.0


$
12.5


$
(7.5
)2008


258.7



125.4



133.3



15.3



6.5



8.82007


580.2



145.4



434.8



20.7



11.3



9.4   Adjusted
    EBITDA
  Form 10-K,
 44




---



##### Table of Contents



Years Ended December 31,2009


2008


2007(In 000s)Net (loss) income

$
(59,360
)

$
122,489


$
123,254Depreciation of rental equipment and depreciation and
    amortization of non-rental equipment and intangibles


329,652



367,071



341,474Interest expense, net


189,689



201,849



243,908(Benefit) provision for income taxes


(37,325
)


72,939



79,260EBITDA

$
422,656


$
764,348


$
787,896Adjustments:(Gain) loss on extinguishment of debt, net


(13,916
)






9,570Share-based compensation


4,224



2,993



4,298Other expense (income), net


707



658



(1,126
)Management fees










23,000Adjusted EBITDA

$
413,671


$
767,999


$
823,638   Free Cash
    Flow
  Form 10-K,
    
 Years Ended December 31,2009


2008


2007(In 000s)Net cash provided by operating activities

$
269,956


$
363,439


$
509,554Purchases of rental equipment


(46,386
)


(258,660
)


(580,194
)Purchases of property and equipment


(4,952
)


(15,319
)


(20,674
)Proceeds from sales of rental equipment


158,482



125,443



145,358Proceeds from sales of property and equipment


12,493



6,544



11,320Insurance proceeds from rental equipment and property claims


5,267







Net capital inflows (expenditures)


124,904



(141,992
)


(444,190
)Free cash flow

$
394,860


$
221,447


$
65,364  
 45




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
    Form 10-K.
  Rental
    Equipment
        Impairment
    of Long-Lived Assets
   46




---



##### Table of Contents



Reserve
    for Claims
    Derivative
    Instruments and Hedging Activities
    Share-Based
    Compensation
     47




---



##### Table of Contents



Business
    Combinations
    Goodwill
       48




---



##### Table of Contents



Revenue
    Recognition
      Income
    Taxes
        Recent
    Accounting Pronouncements
   49




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Risk
       50




---



##### Table of Contents



Currency
    Exchange Risk
    Inflation
    Item 8.
    Financial
    Statements and Supplementary Data  Consolidated
    Financial Statements
  Form 10-K.
  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
   51




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##### Table of Contents



Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
      Internal Control 
    Integrated Framework
    Item 9B.
    Other
    Information  Form 10-K Rule 13a-14(a)
 PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    10-K
  Item 11.
    Executive
    Compensation   52




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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)


5,952,693


$
7.73



3,778,256Equity compensation plans not approved by security holders










Total


5,952,693


$
7.73



3,778,256     (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   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Form 10-K.
  Form 10-K. page F-1.
  Form 10-K page E-1.
 53




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##### Table of Contents



SIGNATURES
      By:
    /s/  Erik
    Olsson   Title:
    Chief Executive Officer and President    Signature

Title

Date/s/  Erik
    OlssonErik
    Olsson

Chief Executive Officer, President and Director (Principal
    Executive Officer)

February 18, 2010/s/  David
    MathiesonDavid
    Mathieson

Chief Financial Officer (Principal Financial and Principal
    Accounting Officer)

February 18, 2010*Denis
    Nayden

Chairman of the Board, Director

February 18, 2010*J.
    Taylor Crandall

Director

February 18, 2010*Edward
    Dardani

Director

February 18, 2010*Pierre
    Leroy

Director

February 18, 2010*John
    R. Monsky

Director

February 18, 2010*James
    Ozanne

Director

February 18, 2010*Donald
    C. Roof

Director

February 18, 2010*By:

/s/  Erik
    OlssonErik
    OlssonAttorney-in-Fact



February 18, 2010  54




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##### Table of Contents



RSC
    HOLDINGS INC.
  ANNUAL REPORT ON FORM 10-K
  EXHIBIT INDEX
  Incorporated By ReferenceExhibit











FiledNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

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

Amended and Restated Certificate of Incorporation of RSC
    Holdings Inc.

10-Q

001-33485

3.1

8/2/20073.2

Amended and Restated By-Laws of RSC Holdings Inc.

8-K

001-33485

3.2

1/27/20104.1

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

2/13/2007 E-1




---



##### Table of Contents



Incorporated By ReferenceExhibit











FiledNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith4.5

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

2/13/20074.7

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

001-33485

4.7.1

8/24/20094.7.2

Amendment No. 2 to Amended and Restated Stockholders
    Agreement, dated January 21, 2010

8-K

001-33485

4.7.2

1/27/20104.8

Form of stock certificate

S-1

333-140644

4.10

2/13/20074.9

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

001-33485

4.1

7/2/20094.10

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

001-33485

4.2

7/2/2009 E-2




---



##### Table of Contents



Incorporated By ReferenceExhibit











FiledNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith4.11

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

001-33485

4.3

7/2/20094.12

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

001-33485

4.4

7/2/20094.13

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

001-33485

4.1

11/17/20094.14

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

001-33485

4.2

11/17/200910.1+

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

2/13/200710.3+

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

2/13/2007 E-3




---



##### Table of Contents



Incorporated By ReferenceExhibit











FiledNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith10.6

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

001-33485

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

001-33485

10.1

3/5/2009 E-4




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##### Table of Contents



Incorporated By ReferenceExhibit











FiledNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith10.16

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

8-K

001-33485

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

001-33485

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

001-33485

10.1

7/31/200910.19

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

8-K

001-33485

10.1

8/24/200910.20

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

8-K

001-33485

10.1

11/17/2009 E-5




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##### Table of Contents



Incorporated By ReferenceExhibit











FiledNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith10.21

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

8-K

001-33485

10.2

11/17/200921.1

List of Subsidiaries









X23.1

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm









X31.1

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/A,
    are not deemed filed with the Securities and Exchange Commission
    and are not to be incorporated by reference into any filing of
    RSC Holdings 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/A,
    irrespective of any general incorporation language contained in
    such filing. 
 E-6




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##### Table of Contents



INDEX TO
    FINANCIAL STATEMENTS
  RSC
    HOLDINGS INC. AND SUBSIDIARIES
  Form 10-K
  PageAudited Consolidated Financial Statements:Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets at December 31,
    2009 and 2008


F-4Consolidated Statements of Operations for the
    years ended December 31, 2009, 2008 and 2007


F-5Consolidated Statements of Stockholders
    Equity (Deficit) and Comprehensive Income (Loss) for the years
    ended December 31, 2009, 2008 and 2007


F-6Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, 2008 and 2007


F-7Notes to Consolidated Financial Statements


F-8   Supplementary
    Financial Data:
  Form 10-K
 F-1




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES



CONSOLIDATED
    BALANCE SHEETS  December 31,2009


2008(In thousands,except share data)ASSETSCash and cash equivalents

$
4,535


$
13,670Accounts receivable, net


181,975



285,000Inventory


14,421



19,859Rental equipment, net


1,384,999



1,766,978Property and equipment, net


123,197



171,156Goodwill and other intangibles, net


940,063



938,682Deferred financing costs


55,539



46,877Other assets


24,590



28,306Total assets

$
2,729,319


$
3,270,528LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable

$
46,275


$
109,542Accrued expenses and other liabilities


174,829



203,288Debt


2,172,109



2,569,067Deferred income taxes


312,465



345,511Total liabilities


2,705,678



3,227,408Commitments and contingenciesPreferred stock, no par value, (500,000 shares authorized,
    no shares issued and outstanding at December 31, 2009 and
    December 31, 2008)






Common stock, no par value, (300,000,000 shares authorized,
    103,412,561 shares issued and outstanding at
    December 31, 2009 and 103,373,326 shares issued and
    outstanding at December 31, 2008)


829,288



824,930Accumulated deficit


(799,842
)


(747,012
)Accumulated other comprehensive loss


(5,805
)


(34,798
)Total stockholders equity


23,641



43,120Total liabilities and stockholders equity

$
2,729,319


$
3,270,528    F-4




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF OPERATIONS  Years Ended December 31,2009


2008


2007(In thousands, except per share data)Revenues:Equipment rental revenue

$
1,073,021


$
1,567,254


$
1,543,175Sale of merchandise


51,951



72,472



80,649Sale of used rental equipment


158,482



125,443



145,358Total revenues


1,283,454



1,765,169



1,769,182Cost of revenues:Cost of equipment rentals, excluding depreciation


548,462



692,613



640,992Depreciation of rental equipment


285,668



317,504



295,248Cost of merchandise sales


36,743



49,370



53,936Cost of used rental equipment sales


148,673



90,500



103,076Total cost of revenues


1,019,546



1,149,987



1,093,252Gross profit


263,908



615,182



675,930Operating expenses:Selling, general and administrative


140,646



168,690



156,688Management fees










23,000Depreciation and amortization of non-rental equipment and
    intangibles


43,984



49,567



46,226Other operating gains, net


(517
)


(1,010
)


(4,850
)Total operating expenses, net


184,113



217,247



221,064Operating income


79,795



397,935



454,866Interest expense, net


189,689



201,849



243,908(Gain) loss on extinguishment of debt, net


(13,916
)






9,570Other expense (income), net


707



658



(1,126
)(Loss) income before (benefit) provision for income taxes


(96,685
)


195,428



202,514(Benefit) provision for income taxes


(37,325
)


72,939



79,260Net (loss) income

$
(59,360
)

$
122,489


$
123,254Weighted average shares outstanding used in computing net (loss)
    income per common share:Basic


103,433



103,261



98,237Diluted


103,433



103,740



99,632Net (loss) income per common share:Basic

$
(0.57
)

$
1.19


$
1.25Diluted

$
(0.57
)

$
1.18


$
1.24    F-5




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
 (DEFICIT)
    AND COMPREHENSIVE INCOME (LOSS)
  AccumulatedOtherCommon Stock


Accumulated


Comprehensive


ComprehensiveShares


Amount


Deficit


Income (Loss)


Income (Loss)


Total(In thousands, except share data)Balance, January 1, 2007


90,647,591


$
556,482


$
(999,899
)





$
8,784


$
(434,633
)Components of comprehensive income:Net income










123,254


$
123,254







123,254Foreign currency translation adjustments














12,914



12,914



12,914Change in fair value of derivatives qualifying as cash flow
    hedges, net of tax of $6,071














(9,495
)


(9,495
)


(9,495
)Total comprehensive income













$
126,673Capital contributions






4,500















4,500Issuance of common stock to public


12,500,000



255,064















255,064Elimination of fractional shares


(16
)


















Share-based compensation






4,298















4,298Balance, December 31, 2007


103,147,575



820,344



(876,645
)






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













$
75,488Issuance of common stock


225,751



1,471















1,471Excess tax benefits, net






122















122Recapitalization adjustment










7,144











7,144Share-based compensation






2,993















2,993Balance, December 31, 2008


103,373,326



824,930



(747,012
)






(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
)Issuance of common stock


39,235



256















256Excess tax benefits, net






(122
)














(122
)Recapitalization adjustment










6,530











6,530Share-based compensation






4,224















4,224Balance, December 31, 2009


103,412,561


$
829,288


$
(799,842
)





$
(5,805
)

$
23,641    F-6




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Years Ended December 31,2009


2008


2007(In thousands)Cash flows from operating activities:Net (loss) income

$
(59,360
)

$
122,489


$
123,254Adjustments to reconcile net (loss) income to net cash provided
    by operating activities:Depreciation and amortization


329,652



367,071



341,474Amortization of deferred financing costs


11,768



9,713



8,479Amortization of original issue discount


453







Share-based compensation expense


4,224



2,993



4,298Gain on sales of rental and non-rental property and equipment,
    net of non-cash writeoffs


(7,091
)


(26,106
)


(43,284
)Deferred income taxes


(37,332
)


41,772



35,524(Gain) loss on extinguishment of debt, net


(13,916
)






9,570Interest expense, ineffective hedge


6,832







Excess tax benefits from share-based payment arrangements






(122
)


Changes in operating assets and liabilities:Accounts receivable, net


99,772



(1,083
)


(13,745
)Inventory


5,519



1,625



(2,844
)Other assets


1,191



(3,221
)


(705
)Accounts payable


(63,068
)


(153,183
)


(1,414
)Accrued expenses and other liabilities


(8,688
)


1,491



48,947Net cash provided by operating activities


269,956



363,439



509,554Cash flows from investing activities:Cash paid for acquisition, net of cash acquired






(33,238
)


Purchases of rental equipment


(46,386
)


(258,660
)


(580,194
)Purchases of property and equipment


(4,952
)


(15,319
)


(20,674
)Proceeds from sales of rental equipment


158,482



125,443



145,358Proceeds from sales of property and equipment


12,493



6,544



11,320Insurance proceeds from rental equipment and property claims


5,267







Net cash provided by (used in) investing activities


124,904



(175,230
)


(444,190
)Cash flows from financing activities:Cash consideration paid to Atlas










(17,995
)Proceeds from Senior ABL Revolving Facility


321,166



240,437



99,457Proceeds from issuance of 2017 Notes


389,280







Proceeds from issuance of 2019 Notes


196,954







Payments on Senior ABL Revolving Facility


(601,193
)


(386,068
)


(150,274
)Payments on Senior ABL Term Loan


(244,375
)


(2,500
)


(2,500
)Payments on Second Lien Term Facility


(392,986
)






(230,700
)Payments on capital leases and other debt


(40,427
)


(38,102
)


(39,030
)Payments for deferred financing costs


(28,487
)


(929
)


(842
)Payments for non-deferred financing costs


(4,312
)






(4,614
)Proceeds from stock option exercises


256



1,471



255,064Excess tax benefits from share-based payment arrangements






122



Capital contributions from Atlas










4,500(Decrease) increase in outstanding checks in excess of cash
    balances


(1,070
)


1,135



(14,774
)Net cash used in financing activities


(405,194
)


(184,434
)


(101,708
)Effect of foreign exchange rates on cash


1,199



(144
)


195Net (decrease) increase in cash and cash equivalents


(9,135
)


3,631



(36,149
)Cash and cash equivalents at beginning of year


13,670



10,039



46,188Cash and cash equivalents at end of year

$
4,535


$
13,670


$
10,039Supplemental disclosure of cash flow information:Cash paid for interest

$
155,295


$
199,210


$
218,488Cash (received) paid for taxes, net


(8,632
)


30,988



48,730Supplemental schedule of non-cash investing and financing
    activities:Purchase of assets under capital lease obligations

$
1,136


$
20,176


$
52,320Accrued deferred financing costs


634







Acquisition of net assets of another company:Assets, net of cash acquired





$
33,421Net cash paid






(33,238
)Liabilities assumed





$
183    F-7




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##### Table of Contents



RSC
    HOLDINGS INC. 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
    Subsequent
    Events
  Form 10-K
  Reclassification
   F-8




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Description

Previously Included In

Currently Included InPrepayment penalty and deferred financing costs write-off
    associated with repayment of Second Lien Term Facility debt

Interest expense

Loss on extinguishment of debt   (2)
    Summary
    of Significant Accounting Policies  Cash
    Equivalents
    Accounts
    Receivable
      December 31,2009


2008(In 000s)Trade receivables

$
187,496


$
276,547Other receivables


5,220



17,650Less allowance for doubtful accounts


(10,741
)


(9,197
)Accounts receivable, net

$
181,975


$
285,000    F-9




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008


2007(In 000s)Beginning balance at January 1,

$
9,197


$
6,801


$
5,662Provision for bad debt


9,962



8,146



5,653Charge offs, net


(8,418
)


(5,750
)


(4,514
)Ending balance at December 31,

$
10,741


$
9,197


$
6,801   Rental
    Equipment
        December 31,2009


2008(In 000s)Rental equipment

$
2,401,605


$
2,751,093Less accumulated depreciation


(1,016,606
)


(984,115
)Rental equipment, net

$
1,384,999


$
1,766,978   Property
    and Equipment
   F-10




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2009


2008(In 000s)Leased equipment

$
183,225


$
217,739Buildings and leasehold improvements


51,003



51,814Non-rental machinery and equipment


40,468



39,500Data processing hardware and purchased software


16,219



16,978Furniture and fixtures


10,581



11,418Construction in progress


1,641



2,722Land and improvements


555



695303,692



340,866Less accumulated depreciation and amortization


(180,495
)


(169,710
)Property and equipment, net

$
123,197


$
171,156   Impairment
    of Long-Lived Assets
    Goodwill
    and Other Intangible Assets
       F-11




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Reserves
    for Claims
    Foreign
    Currency Translation
   F-12




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Derivative
    Instruments and Hedging Activities
    Accumulated
    Other Comprehensive Income (Loss)
    Fair
    Value of Financial Instruments
        Revenue
    Recognition
       F-13




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Marketing
    and Advertising Costs
    Income
    Taxes
      Consideration
    Received from Vendors
      Share-Based
    Compensation
    Recent
    Accounting Pronouncements
   F-14




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (3)
    Earnings
    per Share      Years Ended December 31,2009


2008


2007(In 000s except per share data)Numerator:Net (loss) income

$
(59,360
)

$
122,489


$
123,254Denominator:Weighted average shares  basic


103,433



103,261



98,237Employee stock options






479



1,395Total weighted average shares  diluted


103,433



103,740



99,632Net (loss) income per common share  basic

$
(0.57
)

$
1.19


$
1.25Net (loss) income per common share  diluted

$
(0.57
)

$
1.18


$
1.24Anti-dilutive options excluded


5,495



974



473   (4)
    Accrued
    Expenses and Other Liabilities    December 31,2009


2008(In 000s)Compensation-related accruals

$
21,395


$
35,330Accrued income and other taxes


25,590



28,473Reserves for claims


30,018



37,157Accrued interest payable


42,525



31,980Interest rate swap liability


42,823



60,028Other


12,478



10,320Total

$
174,829


$
203,288  F-15




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (5)
    Closed
    Location Charges        Lease Exit and


EmployeeOther Related


Termination


Other ExitCosts(a)


Costs(b)


Costs(c)


TotalClosed location reserves at December 31, 2007

$
(202
)

$



$



$
(202
)Charges incurred to close locations


(5,087
)


(1,303
)


(866
)


(7,256
)Cash payments


685



906



866



2,457Closed 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
)     (a)
    
    Lease exit and other related costs are included within cost of
    equipment rentals in the consolidated statements of operations.(b)
    
    Employee termination costs primarily consist of severance
    payments and related benefits. For the years ended
    December 31, 2009 and 2008, $0.7 million and
    $1.2 million, respectively, 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 consolidated statements 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-16




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (6)
    Debt    December 31,


December 31,2009


2008DeferredInterest




FinancingRate(a)


Maturity Date

Costs


Debt


Debt(In 000s)Senior ABL Revolving Facility


4.80
%


(b)


$
20,344


$
401,195


$
681,268Senior ABL Term Loan


n/a



(c)











244,375Second Lien Term Facility


8.14
%


Nov. 2013



6,897



479,395



899,3002014 Notes


9.50
%


Dec. 2014



14,322



620,000



620,0002017 Notes


10.50
%


Jul. 2017



9,186



400,000



2019 Notes


10.50
%


Nov. 2019



4,790



200,000



Capitalized lease obligations


0.38
%


Various







84,833



124,124Total









$
55,539



2,185,423



2,569,067Original issue discounts(d)


n/a



n/a







(13,314
)


Total, net













$
2,172,109


$
2,569,067     (a)
    
    Estimated interest rate presented is the effective interest rate
    as of December 31, 2009 including the effect of original
    issue discounts, where applicable, and excluding the effect of
    deferred financing costs.(b)
    
    Of the outstanding balance on the Senior ABL Revolving Facility
    at December 31, 2009, $103.5 million is due November
    2011 with the remaining $297.7 million due August 2013.(c)
    
    The Senior ABL Term Loan was repaid in July 2009.(d)
    
    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.   F-17




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010

$
27,3292011


124,9682012


16,0032013


788,3292014


626,252Thereafter


602,542Total

$
2,185,423     Senior ABL Revolving Facility

$
401,195Second Lien Term Facility


445,8372014 Notes


627,7502017 Notes


434,0002019 Notes


207,000Capitalized lease obligations


84,833Total

$
2,200,615   Senior ABL Facilities.
     F-18




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Second Lien Term Facility.
 F-19




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               F-20




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2014 Notes. 1 2
  12-month
  Redemption Period

Price2010


104.750
%2011


102.375
%2012 and thereafter


100.000
%   2017 Notes.
  12-month
  Redemption Period

Price2013


105.000
%2014


102.500
%2015 and thereafter


100.000
%       2019 Notes.
 F-21




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12-month
  Redemption Period

Price2014


105.125
%2015


103.417
%2016


101.708
%2017 and thereafter


100.000
%         Capital leases.
  Deferred financing costs.
  (7)
    Derivative
    Instruments     F-22




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         F-23




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          December 31, 2009

December 31, 2008

December 31, 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)

$
42,823


$
60,028


$
21,772


$
36,700     (a)
    
    See Note 9 for further discussion on measuring fair value
    of the interest rate swaps.    Loss Reclassified

GainLoss Recognized in

from Accumulated

Recognized onAccumulated OCL

OCL into Expense

Ineffective Portion ofDerivative Type

(Net of Tax)

(Net of Tax)

DerivativesInterest rate swaps

$
8,561


$
23,489


$
236     Loss Reclassified

LossLoss Recognized in

from Accumulated

Recognized onAccumulated OCL

OCL into Expense

Ineffective PortionDerivative Type

(Net of Tax)

(Net of Tax)

of DerivativesInterest rate swaps

$
30,998


$
3,793


$
123  F-24




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009

2008Loss Recognized on

Loss Recognized onDerivatives not Designated as Hedging Instruments

Derivative

DerivativesInterest rate swaps

$
7,702


$
   (8)
    Acquisition    (9)
    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

SignificantDecember 31,

for Identical

Inputs

Unobservable2009

Assets (Level 1)

(Level 2)

Inputs (Level 3)Interest rate derivatives(a)

$
42,823


$



$
42,823


$
  F-25




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (a)
    
    The Companys interest rate derivative instruments are not
    traded on a market exchange, the fair values are determined
    using valuation models which include assumptions about the
    Companys credit risk and interest rates based on those
    observed in the underlying markets (LIBOR swap rate).    (10)
    Accumulated
    Other Comprehensive Income (Loss)    Accumulated OtherForeign Currency


Fair Market Value of


Comprehensive IncomeTranslation


Cash Flow Hedges


(Loss)(In 000s)Balance at December 31, 2008

$
1,902


$
(36,700
)

$
(34,798
)Foreign currency translation


14,065







14,065Change in fair value of cash flow hedges, net of tax






14,928



14,928Balance at December 31, 2009

$
15,967


$
(21,772
)

$
(5,805
)   (11)
    Common
    and Preferred Stock  Common
    Stock
         F-26




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Preferred
    Stock
    (12)
    Income
    Taxes    Years Ended December 31,2009


2008


2007(In 000s)Domestic federal:Current

$
386


$
18,441


$
31,661Deferred


(32,521
)


41,032



31,057(32,135
)


59,473



62,718Domestic stateCurrent


(372
)


8,326



5,661Deferred


(3,930
)


1,583



3,132Total domestic


(36,437
)


69,382



71,511Foreign federal:Current


(7
)


4,399



6,413Deferred


(881
)


(842
)


1,336Total foreign


(888
)


3,557



7,749$
(37,325
)

$
72,939


$
79,260  F-27




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2009


2008


2007(In 000s)Computed tax at statutory tax rate

$
(33,839
)

$
68,400


$
70,880Permanent items


735



1,017



793State income taxes, net of federal tax benefit


(2,625
)


8,076



7,152Difference between federal statutory and foreign tax rate


(242
)


(862
)


(323
)Change in tax reserves


442



(489
)


Change in estimated tax rates


(2,680
)


(3,241
)


Expiration of stock appreciation rights


946







Other


(62
)


38



758(Benefit) provision for income taxes

$
(37,325
)

$
72,939


$
79,260       December 31,2009


2008(In 000s)Deferred tax assets:Accruals

$
23,028


$
27,481Federal tax benefit of state reserves


582



657Deferred financing costs (derivative)


13,920



23,030State credits


839



610Net operating loss


23,653



Total deferred tax assets


62,022



51,778Deferred tax liabilities:Intangibles


55,884



47,073Capitalized leases


1,289



9,553Property and equipment


303,802



331,707Foreign


9,466



8,956Deferred financing costs


4,046



Total deferred tax liabilities


374,487



397,289Net deferred tax liability

$
312,465


$
345,511  F-28




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Unrecognized TaxBenefits(In 000s)Balance at January 1, 2009

$
6,786Additions based on tax positions related to the prior year


3,134Additions based on tax positions related to the current year


1,046Reductions based on tax positions related to prior years


(923
)Reductions for tax positions related to prior years 
    Settlements


(1,250
)Reductions for tax positions related to prior years 
    Statute Limitations Lapse


(1,053
)Balance at December 31, 2009

$
7,740     true-up
   F-29




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  true-up
    (13)
    Commitments
    and Contingencies      (14)
    Leases    December 31,2009


2008(In 000s)Leased equipment

$
183,225


$
217,739Less accumulated depreciation and amortization


(95,053
)


(90,435
)Leased equipment

$
88,172


$
127,304      F-30




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,(In 000s)2010

$
27,6002011


21,6922012


16,1112013


11,2502014


6,274Thereafter


2,546Total minimum lease payments

$
85,473Less amount representing interest (0.38% at December 31,
    2009)


(640
)Capital lease obligations

$
84,833     December 31,(In 000s)2010

$
51,4422011


44,7962012


34,1392013


21,6892014


11,751Thereafter


18,422Total minimum lease payments

$
182,239Less amount representing executed subleases


(3,815
)Total minimum lease payments, net of subleases

$
178,424   (15)
    Legal and
    Insurance Matters    (16)
    Affiliated
    Company Transactions   F-31




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (17)
    Employee
    Benefit Plans      (18)
    Share-Based
    Compensation Plans    Stock
    Incentive Plan
   F-32




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Years Ended December 31,2009


2008


2007Expected volatility


68.0
%


51.1
%


40.0
%Dividend yield










Expected term (in years)


5.2



4.4



4.2Risk-free interest rate


2.4
%


1.8
%


3.9
%Weighted average grant date fair value of options granted

$
4.55


$
3.43


$
5.19     Weighted-AverageRemaining


AggregateWeighted-Average


Contractual


IntrinsicOptions

Shares


Exercise Price


Term


Value(Years)


(In 000s)Outstanding January 1, 2007


4,395,921


$
6.52Granted


714,000



13.82Exercised


Forfeited or expired


(206,529
)


6.52Outstanding December 31, 2007


4,903,392



7.58Granted


2,029,507



7.99Exercised


(225,751
)


6.52Forfeited or expired


(982,826
)


7.84Outstanding December 31, 2008


5,724,322



7.72Granted


838,400



7.74Exercised


(39,235
)


6.52Forfeited or expired


(634,413
)


7.80Outstanding December 31, 2009


5,889,074



7.73



8.0


$
1,528Exercisable at December 31, 2009


1,821,388



7.85



7.5


$
603  F-33




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (19)
    Business
    Segment and Geographic Information      Years Ended December 31,2009


2008


2007(In 000s)Revenues from external customers:Domestic

$
1,216,259


$
1,667,218


$
1,682,279Foreign


67,195



97,951



86,903Total

$
1,283,454


$
1,765,169


$
1,769,182  F-34




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2009


2008(In 000s)Rental equipment, netDomestic

$
1,311,775


$
1,688,579Foreign


73,224



78,399Total

$
1,384,999


$
1,766,978Property and equipment, netDomestic

$
115,279


$
162,039Foreign


7,918



9,117Total

$
123,197


$
171,156   (20)
    Selected
    Unaudited Quarterly Financial Data (in 000s, except per share
    amounts)  Three Months EndingMarch 31


June 30


September 30


December 312009Total revenues

$
351,273


$
326,558


$
315,564


$
290,059Gross profit


70,739



70,210



67,780



55,179Loss 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
)Basic net loss per common share


(0.13
)


(0.11
)


(0.06
)


(0.28
)Diluted net loss per common share


(0.13
)


(0.11
)


(0.06
)


(0.28
)   Three Months EndingMarch 31


June 30


September 30


December 312008Total revenues

$
422,093


$
449,017


$
466,867


$
427,192Gross profit


142,256



167,794



168,447



136,685Income before provision for income taxes


36,620



65,712



61,674



31,422Net income available for common stockholders


22,345



40,077



42,349



17,718Basic net income per common share


0.22



0.39



0.41



0.17Diluted net income per common share


0.22



0.39



0.41



0.17    F-35