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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    Form 10-K
    þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED:
    DECEMBER 31, 2008-OR-o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934  Commission File
    No. 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-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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##### 





TABLE OF
    CONTENTS
  Cautionary Statement for Forward-Looking
    Information


iiPART I




1Item 1.

Business


1Item 1A.

Risk Factors


10Item 1B.

Unresolved Staff Comments


22Item 2.

Properties


22Item 3.

Legal Proceedings


22Item 4.

Submission of Matters to a Vote of Security
    Holders


22PART II




23Item 5.

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


23Item 6.

Selected Financial Data


25Item 7.

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


27Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


47Item 8.

Financial Statements and Supplementary Data


48Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


48Item 9A.

Controls and Procedures


48Item 9B.

Other Information


49PART III




49Item 10.

Directors, Executive Officers and Corporate
    Governance


49Item 11.

Executive Compensation


49Item 12.

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


50Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


50Item 14.

Principal Accountant Fees and Services


50PART IV




50Item 15.

Exhibits and Financial Statement Schedules


50EX-10.14EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1   i




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##### Table of Contents



Introductory
    Note
  Form 10-K, Form 10-K.
   Cautionary
    Statement for Forward-Looking Information        
    the effect of an economic downturn or other factors resulting in
    a decline in non-residential construction, non-construction
    maintenance, capital improvements and capital investment;
    our ability to comply with our debt covenants;
    increased competition from other companies in our industry and
    market or customer driven forces resulting in our inability to
    increase or maintain our prices;
    risks related to the credit markets willingness to
    continue to lend to borrowers rated B-and C;
    our ability to generate cash
    and/or incur
    additional indebtedness to finance equipment purchases;
    heavy reliance on centralized information systems;
    exposure to claims for personal injury, death and property
    damage resulting from the use of equipment rented or sold by us;
    the effect of changes in laws and regulations, including those
    relating to the environment and customer privacy, among others; ii




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




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##### Table of Contents



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




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




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Business
        Operations
        Customers
     3




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
    run and maintain, which relates to day to day
    maintenance;
    turnaround, which relates to major planned
    general overhaul of operations; and
    capital projects, which relate to smaller
    expansion or modification work.  on-site ®
    Customer Service. best-in-class
  Industry
    Overview
        
    avoiding the large capital investment required for equipment
    purchases;
    accessing a broad selection of equipment and selecting the
    equipment best suited for each particular job;
    reducing storage, maintenance and transportation costs; and
    accessing the latest technology without investing in new
    equipment. 4




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Fleet
    Equipment
    Rental Fleet Breakdown
  As of December 31, 2008

% of TotalAerial work platform (AWP) booms


30.7Fork lifts


22.9Earth moving


15.9AWP scissors


11.3Trucks


4.7Air compressors


3.3Generators/Light towers


3.1Compaction


2.3Other


5.8   Fleet Management Process. location-by-location
       5




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Fleet Procurement.
    Fleet Age. Fleet
    Management Process
  Sales and
    Marketing
    
    a branch-based sales force operating out of our network of
    locations;
    local and national advertising efforts;
    our self-service, web-based solution: RSC
    Online®;

    and
    specialized Business Development Managers focusing on industrial
    or non-construction, customers.  Sales Force.
 6




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RSC
    Online®. ® pick-ups (http://www.rscrental.com)
  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
  start-ups.
  Employees
    Regulatory
    Matters
  Environmental,
    Health and Safety Matters
          Transportation,
    Delivery and Sales Fleet
   8




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Management
    Name

Age

PositionErik Olsson


46


President, Chief Executive Officer and DirectorRobert C. Fox II


61


Senior Vice President, Human ResourcesKevin Groman


38


Senior Vice President, General Counsel and Corporate SecretaryPhillip Hobson


42


Senior Vice President, Corporate OperationsDavid Ledlow


50


Senior Vice President, OperationsDavid Mathieson


54


Senior Vice President and Chief Financial Officer   Erik Olsson
  Robert C. Fox II
  Kevin Groman
  Phillip Hobson
  David Ledlow
  David Mathieson
  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K
 9




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1-800-SEC-0330. http://www.sec.gov
  Item 1A.
    Risk
    Factors.  Our business is subject to a number of important risks and
    uncertainties, some of which are described below. Any of these
    risks may have a material adverse effect on our business,
    financial condition, results of operations and cash flows.
  Risks
    Related to Our Business
  Our
    business could be hurt by a significant long-term economic
    downturn, a decline in non-residential construction and
    industrial or non-construction, activities or a decline in the
    amount of equipment that is rented.
    
    weakness or a downturn in the overall economy, including the
    onset of, or prolonged exposure to, a recession and the reduced
    access to capital markets for funding of projects;
    an increase in the cost of construction materials;
    an increase in interest rates;
    adverse weather conditions or natural disasters, including an
    active hurricane season in the Gulf of Mexico region, where we
    have a large concentration of customers; or
    terrorism or hostilities involving the United States or Canada.    We
    face intense competition that may lead to our inability to
    increase or maintain our prices, which could have a material
    adverse impact on our results of operations.
   10




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Our
    revenues and operating results may fluctuate and any unexpected
    or continuous periods of decline could have a material adverse
    effect on our business, financial condition, results of
    operations and cash flows.
    
    downturn in the North American economy, including the reduced
    access to capital markets for funding of projects, any sustained
    periods of inflation or deflation, and the resulting negative
    impact it has on the financial strength of our customers;
    changes in demand for our equipment or the prices we charge due
    to changes in economic conditions, competition or other factors;
    the timing of expenditures for new equipment and the disposal of
    used equipment, including the ability to effectively and
    efficiently reduce our fleet size by selling in the open used
    equipment market;
    changes in the interest rates applicable to our variable rate
    debt;
    general economic conditions in the markets where we operate;
    the cyclical nature of our customers businesses,
    particularly those operating in the non-residential construction
    and industrial or non-construction, sectors;
    rental rate changes in response to competitive factors;
    our inability to maintain our price levels during long-term
    periods of economic decline;
    bankruptcy or insolvency of our competitors leading to a larger
    than expected amount of used equipment in the open market;
    bankruptcy or insolvency of our customers, thereby reducing
    demand for used rental equipment;
    reduction in the demand for used equipment may result in lower
    sales prices and volume for used equipment sales;
    aging of our fleet, ultimately resulting in lower sales prices
    and volume for used equipment sales;
    seasonal rental patterns, with rental activity tending to be
    lowest in the winter;
    downturn in oil and petrochemical-related sectors from which we
    derive a large share of our industrial revenue;
    timing of acquisitions of companies and new location openings
    and related costs;
    labor shortages, work stoppages or other labor difficulties;
    possible unrecorded liabilities of acquired companies;
    our effectiveness in integrating acquired businesses and new
    locations into our existing operations; and
    possible write-offs or exceptional charges due to changes in
    applicable accounting standards, goodwill impairment, impairment
    of obsolete or damaged equipment or other assets, or the
    refinancing of our existing debt. 11




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Our
    reliance on available borrowings under our Senior ABL Facilities
    and cash from operating activities is necessary to operate our
    business and subjects us to a number of risks, many of which are
    beyond our control.
      The
    effects of the recent global economic crisis may impact our
    revenue, operating results, or financial
    condition.
    Our
    expenses could increase and our relationships with our customers
    could be hurt if there is an adverse change in our relationships
    with our equipment suppliers or if our suppliers are unable to
    provide us with products we rely on to generate
    revenues.
   12




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If our
    operating costs increase as our rental fleet ages and we are
    unable to pass along such costs, our earnings will
    decrease.
    The
    cost of new equipment we use in our rental fleet could increase
    and therefore we may spend more for replacement equipment, and
    in some cases we may not be able to procure equipment on a
    timely basis due to supplier constraints.
    Our
    rental fleet is subject to residual value risk upon
    disposition.
    
    the market price for new equipment of a like kind;
    wear and tear on the equipment relative to its age and the
    performance of preventive maintenance;
    the time of year that it is sold;
    worldwide and domestic demand for used equipment, including the
    amount of used equipment we, along with our competitors, supply
    to the used equipment market; and
    general economic conditions.    Any
    failure of Atlas to indemnify us against and defend us from
    certain claims in accordance with the terms of the
    Recapitalization Agreement could have a material adverse effect
    on us.
   13




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Disruptions
    in our information technology systems could limit our ability to
    effectively monitor and control our operations and adversely
    affect our operating results.
    The
    Sponsors or their affiliates may compete directly against
    us.
    If we
    acquire any businesses in the future, they could prove difficult
    to integrate, disrupt our business, or have an adverse effect on
    our results of operations.
    
    potential disruption of our ongoing business and distraction of
    management;
    difficulty integrating the acquired business; and
    exposure to unknown liabilities.    If we
    fail to retain key management and personnel, we may be unable to
    implement our business plan.
   14




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We are
    exposed to various possible claims relating to our business and
    our insurance may not fully protect us.
      We may
    be unable to maintain an effective system of internal control
    over financial reporting and comply with Section 404 of the
    Sarbanes-Oxley Act of 2002 and other related provisions of the
    U.S. securities laws.
  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.
     15




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We may
    not be able to adequately protect our intellectual property and
    other proprietary rights that are material to our
    business.
    Certain
    of our existing stockholders have significant
    control.
     16




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We
    face risks related to changes in our ownership.
    Risks
    Related to Our Indebtedness
  We
    have substantial debt and may incur substantial additional debt,
    which could adversely affect our financial condition, our
    ability to obtain financing in the future and our ability to
    react to changes in our business.
      
    make it more difficult for us to satisfy our obligations to the
    holders of our Notes and to the lenders under our Senior Credit
    Facilities, resulting in possible defaults on and acceleration
    of such indebtedness;
    require us to dedicate a substantial portion of our cash flow
    from operations to make payments on our debt, which would reduce
    the availability of our cash flow from operations to fund
    working capital, capital expenditures or other general corporate
    purposes;
    increase our vulnerability to general adverse economic and
    industry conditions, including interest rate fluctuations,
    because a portion of our borrowings, including under the Senior
    Credit Facilities, is at variable rates of interest;
    place us at a competitive disadvantage to our competitors with
    proportionately less debt or comparable debt at more favorable
    interest rates;
    limit our ability to refinance our existing indebtedness or
    borrow additional funds in the future;
    limit our flexibility in planning for, or reacting to, changing
    conditions in our business and industry; and
    limit our ability to react to competitive pressures, or make it
    difficult for us to carry out capital spending that is necessary
    or important to our growth strategy and our efforts to improve
    operating margins.    Despite
    our current indebtedness levels, we and our subsidiaries may be
    able to incur substantial additional debt, which could further
    exacerbate the risks associated with our substantial
    indebtedness.
   17




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We may
    not be able to generate sufficient cash to service all of our
    debt, and may be forced to take other actions to satisfy our
    obligations under such indebtedness, which may not be
    successful.
      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.
     18




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Restrictive
    covenants in certain of the agreements and instruments governing
    our indebtedness may adversely affect our financial
    flexibility.
    
    incur additional indebtedness or provide guarantees;
    engage in mergers, acquisitions or dispositions;
    enter into sale-leaseback transactions;
    make dividends and other restricted payments;
    prepay other indebtedness;
    engage in certain transactions with affiliates;
    make other investments;
    change the nature of our business;
    incur liens;
    take actions other than those enumerated; and
    amend specified debt agreements.      
    incur additional debt;
    pay dividends or distributions on their capital stock or
    repurchase their capital stock;
    make certain investments;
    create liens on their assets to secure debt;
    enter into certain transactions with affiliates;
    create limitations on the ability of the restricted subsidiaries
    to make dividends or distributions to their respective parents;
    merge or consolidate with another company; and
    transfer and sell assets.   19




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The
    instruments governing our debt contain cross default or cross
    acceleration provisions that may cause all of the debt issued
    under such instruments to become immediately due and payable as
    a result of a default under an unrelated debt
    instrument.
    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.
   20




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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;
    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. 21




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Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      Item 3.
    Legal
    Proceedings      Item 4.
    Submission
    of Matters to a Vote of Security Holders   22




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PART II  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
      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   For the Year Ending December 31, 2007 (commencing May
    23, 2007)
  High


LowSecond Quarter

$
21.75


$
17.91Third Quarter


22.26



15.60Fourth Quarter


17.51



10.00     Dividends
     23




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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 19 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. 24




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Item 6.
    Selected
    Financial Data  Form 10-K.
  Years Ended December 31,2008


2007


2006


2005


2004($ in thousands, except per share data)Consolidated statements of income data:Revenues:Equipment rental revenue

$
1,567,254


$
1,543,175


$
1,368,712


$
1,140,329


$
984,517Sale of merchandise


72,472



80,649



92,524



102,894



162,720Sale of used rental equipment


125,443



145,358



191,652



217,534



181,486Total revenues


1,765,169



1,769,182



1,652,888



1,460,757



1,328,723Cost of revenues:Cost of equipment rentals, excluding depreciation


692,613



640,992



591,241



528,071



495,210Depreciation  rental equipment


317,504



295,248



253,379



212,325



192,323Cost of merchandise sales


49,370



53,936



61,675



73,321



124,616Cost of used rental equipment sales


90,500



103,076



145,425



173,276



147,131Total cost of revenues


1,149,987



1,093,252



1,051,720



986,993



959,280Gross profit


615,182



675,930



601,168



473,764



369,443Operating expenses:Selling, general and administrative


168,690



156,688



137,995



122,847



119,208Management fees and recapitalization expenses(1)(2)






23,000



10,836







Depreciation and amortization  non-rental equipment
    and intangibles


49,567



46,226



38,783



33,776



32,641Other operating gains, net


(1,010
)


(4,850
)


(6,968
)


(4,836
)


(5,708
)Total operating expenses, net


217,247



221,064



180,646



151,787



146,141Operating income


397,935



454,866



420,522



321,977



223,302Interest expense, net(3)


201,849



253,478



116,370



64,280



45,666Other expense (income), net


658



(1,126
)


(311
)


(100
)


(58
)Income before provision for income taxes


195,428



202,514



304,463



257,797



177,694Provision for income taxes


72,939



79,260



117,941



93,600



66,717Net income

$
122,489


$
123,254


$
186,522


$
164,197


$
110,977Preferred dividends










(7,997
)


(15,995
)


(15,995
)Net income available for common stockholders

$
122,489


$
123,254


$
178,525


$
148,202


$
94,982Weighted average shares outstanding used in computing net income
    per common share:Basic(4)(5)


103,261



98,237



307,845



330,697



330,697Diluted(4)(5)


103,740



99,632



307,845



330,697



330,697Net income per common share:Basic(4)(5)

$
1.19


$
1.25


$
0.58


$
0.45


$
0.29Diluted(4)(5)

$
1.18


$
1.24


$
0.58


$
0.45


$
0.29  25




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##### Table of Contents



Years Ended December 31,2008


2007


2006


2005


2004($ in thousands)Other financial data:Depreciation of rental equipment and depreciation and
    amortization of non-rental equipment and intangibles

$
367,071


$
341,474


$
292,162


$
246,101


$
224,964Capital expenditures:Rental

$
258,660


$
580,194


$
721,258


$
691,858


$
419,900Non-rental


15,319



20,674



28,592



4,641



33,490Proceeds from sales of used equipment and non-rental equipment


(131,987
)


(156,678
)


(207,613
)


(233,731
)


(215,622
)Net capital expenditures

$
141,992


$
444,190


$
542,237


$
462,768


$
237,768Other operational data (unaudited):Utilization(6)


70.1
%


72.8
%


72.0
%


70.6
%


67.7
%Average fleet age (months)


33



26



25



30



40Same store rental revenues growth(7)


2.4
%


11.1
%


18.9
%


17.6
%


11.8
%Employees(8)


5,014



5,486



5,187



4,938



4,812Original equipment fleet cost (in millions)(9)

$
2,695


$
2,670


$
2,346


$
1,975


$
1,754Consolidated balance sheet data:Rental equipment, net

$
1,766,978


$
1,929,514


$
1,738,670


$
1,420,545


$
1,127,481Total assets


3,270,528



3,460,337



3,325,956



2,764,431



2,421,674Debt


2,569,067



2,736,225



3,006,426



1,246,829



1,277,305Total liabilities


3,227,408



3,504,435



3,760,589



1,950,625



1,758,982Total stockholders equity (deficit)


43,120



(44,098
)


(434,633
)


813,806



662,692     (1)
    
    In conjunction with the Recapitalization, we entered into a
    monitoring agreement whereby we would pay management fees of
    $1.5 million per quarter to the Sponsors. The management
    fee was terminated in connection with our initial public
    offering and a $20.0 million termination fee (also included
    in management fees) was paid. 26




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##### Table of Contents



(2)
    
    The 2006 amount includes Recapitalization expenses of
    approximately $10.3 million for fees and expenses related
    to the consummation of the Recapitalization that were not
    otherwise capitalized or applied to stockholders equity.(3)
    
    Interest expense for the year ended December 31, 2007
    includes a $4.6 million prepayment penalty related to the
    $230.7 million repayment of Senior Term Facility debt and
    the write-off of $5.0 million of deferred financing costs
    associated with the repayment.(4)
    
    Weighted average shares outstanding were significantly reduced
    in 2007 as a result of our Recapitalization.(5)
    
    For purposes of calculating basic and diluted net income per
    common share, net income has been adjusted for preferred stock
    dividends.(6)
    
    Utilization is defined as the average aggregate dollar value of
    equipment rented by customers (based on original rented
    equipment cost) for the relevant period divided by the average
    aggregate dollar value of all equipment (based on original
    equipment cost) for the relevant period.    For the Years Ended December 31,2008


2007


2006


2005


2004(In millions)Average aggregate dollar value of all equipment (original cost)

$
2,731.2


$
2,535.7


$
2,197.8


$
1,861.1


$
1,779.0Average aggregate dollar value of equipment on rent


1,913.9



1,844.9



1,582.8



1,314.7



1,205.1Utilization


70.1
%


72.8
%


72.0
%


70.6
%


67.7
%   (7)
    
    Same store rental revenue growth is calculated as the year over
    year change in rental revenue for locations that are open at the
    end of the period reported and have been operating under our
    direction for more than 12 months.(8)
    
    Employee count is given as of the end of the period indicated
    and the data reflects the actual head count as of each period
    presented.(9)
    
    Original Equipment Fleet Cost (OEC) is defined as
    the original dollar value of equipment purchased from the
    original equipment manufacturer (OEM). Fleet
    purchased from non-OEM sources are assigned comparable OEC
    dollar value at the time of purchase.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
     27




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##### Table of Contents



Years Ended December 31,2008


2007


2006Total revenues

$
1,765,169


$
1,769,182


$
1,652,888Income before provision for income taxes


195,428



202,514



304,463Net income


122,489



123,254



186,522     Years Ended December 31,2008


2007


2006Adjusted EBITDA (in millions)(a)

$
768.0


$
823.6


$
725.6Utilization(b)


70.1
%


72.8
%


72.0
%Average fleet age (months)


33



26



25Original equipment cost (in millions)(c)

$
2,695


$
2,670


$
2,346     (a)
    
    Defined as consolidated net income before net interest expense,
    income taxes and depreciation and amortization and before
    certain other items, including share-based compensation,
    management fees and recapitalization expenses. Adjusted EBITDA
    is not a recognized measure under Generally Accepted Accounting
    Principles (GAAP). See reconciliation between net
    income and adjusted EBITDA under Liquidity and Capital
    Resources  Adjusted EBITDA.(b)
    
    Defined as average dollar value of equipment rented by customers
    (based on original equipment cost) for the relevant period
    divided by the aggregate dollar value of all equipment (based on
    original cost) for all equipment.(c)
    
    Defined as original dollar value of equipment purchased from the
    original equipment manufacturer (OEM). Fleet
    purchased from non-OEM sources is assigned a comparable original
    equipment cost (OEC) dollar value at the time of
    purchase.           28




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##### Table of Contents



Business
    Environment and Outlook
          
    Closing under-performing locations and redeploying rental fleet
    to more profitable locations with higher demand;
    Expanding and diversifying our presence in industrial or
    non-construction, markets, which tend to place a heightened
    emphasis on maintenance during times of economic slowdowns;
    Minimizing capital expenditures;
    Reducing headcount;
    Maximizing the utilization of our rental equipment by divesting
    excess fleet;
    Utilizing excess cash flow resulting from our planned reduction
    in capital expenditures and the proceeds from the sale of used
    rental equipment to repay outstanding amounts on our Senior ABL
    Revolver; and
    Implementing cost reduction measures throughout our business.  Store
    Closures
    Industrial
    Presence
   29




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##### Table of Contents



Capital
    Expenditures
    Fleet
    Utilization
    Cash
    Flow
    Recent
    Developments
  Divisional
    Reorganization
    Acquisition
    Activity
    Factors
    Affecting Our Results of Operations
     30




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##### Table of Contents



The
    Recapitalization
  Structure
    of the Recapitalization
    Accounting
    Treatment
    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 represents sales of contractor
    supplies, consumables and ancillary products and, to a lesser
    extent, new equipment.
    Sale of used rental equipment represents revenues derived from
    the sale of rental equipment that has previously been included
    in our rental fleet.  Cost of
    revenues:
  
    Cost of equipment rentals, excluding depreciation, consists
    primarily of wages and benefits for employees involved in the
    delivery and maintenance of rental equipment, rental location
    facility costs and rental equipment repair and maintenance
    expenses.
    Depreciation  rental equipment consists of
    straight-line depreciation of equipment included in our rental
    fleet.
    Cost of merchandise sales represents the costs of acquiring
    those items.
    Cost of used rental equipment sales represents the net book
    value of rental equipment at the date of sale.   31




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##### Table of Contents



Year
    Ended December 31, 2008 Compared with Year Ended
    December 31, 2007
    Percent ofRevenueTwelve MonthsTwelve Months Ended


EndedDecember 31,


December 31,


Increase (Decrease)2008


2007


2008


2007


2008 Versus 2007Revenues:Equipment rental revenue

$
1,567,254


$
1,543,175



88.8
%


87.2
%

$
24,079



1.6
%Sale of merchandise


72,472



80,649



4.1



4.6



(8,177
)


(10.1
)Sale of used rental equipment


125,443



145,358



7.1



8.2



(19,915
)


(13.7
)Total revenues


1,765,169



1,769,182



100.0



100.0



(4,013
)


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


692,613



640,992



39.2



36.2



51,621



8.1Depreciation  rental equipment


317,504



295,248



18.0



16.7



22,256



7.5Cost of merchandise sales


49,370



53,936



2.8



3.0



(4,566
)


(8.5
)Cost of used rental equipment sales


90,500



103,076



5.1



5.8



(12,576
)


(12.2
)Total cost of revenues


1,149,987



1,093,252



65.1



61.8



56,735



5.2Gross profit


615,182



675,930



34.9



38.2



(60,748
)


(9.0
)Operating expensesSelling, general and administrative


168,690



156,688



9.6



8.9



12,002



7.7Management fees and recapitalization expenses






23,000







1.3



(23,000
)


Depreciation and amortization  non-rental equipment
    and intangibles


49,567



46,226



2.8



2.6



3,341



7.2Other operating gains, net


(1,010
)


(4,850
)


(0.1
)


(0.3
)


3,840



(79.2
)Total operating expenses, net


217,247



221,064



12.3



12.5



(3,817
)


(1.7
)Operating income


397,935



454,866



22.5



25.7



(56,931
)


(12.5
)Interest expense, net


201,849



253,478



11.4



14.3



(51,629
)


(20.4
)Other expense (income), net


658



(1,126
)


0.0



(0.1
)


1,784



(158.4
)Income before provision for income taxes


195,428



202,514



11.1



11.4



(7,086
)


(3.5
)Provision for income taxes


72,939



79,260



4.1



4.5



(6,321
)


(8.0
)Net income

$
122,489


$
123,254



6.9
%


7.0
%

$
(765
)


(0.6
)  32




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33




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34




---



##### Table of Contents



Year
    Ended December 31, 2007 Compared with Year Ended
    December 31, 2006
    Percent ofRevenueTwelve MonthsTwelve Months Ended


EndedDecember 31,


December 31,


Increase (Decrease)2007


2006


2007


2006


2007 Versus 2006Revenues:Equipment rental revenue

$
1,543,175


$
1,368,712



87.2
%


82.8
%

$
174,463



12.7
%Sale of merchandise


80,649



92,524



4.6



5.6



(11,875
)


(12.8
)Sale of used rental equipment


145,358



191,652



8.2



11.6



(46,294
)


(24.2
)Total revenues


1,769,182



1,652,888



100.0



100.0



116,294



7.0Cost of revenues:Cost of equipment rentals, excluding depreciation


640,992



591,241



36.2



35.8



49,751



8.4Depreciation  rental equipment


295,248



253,379



16.7



15.3



41,869



16.5Cost of merchandise sales


53,936



61,675



3.0



3.7



(7,739
)


(12.5
)Cost of used rental equipment sales


103,076



145,425



5.8



8.8



(42,349
)


(29.1
)Total cost of revenues


1,093,252



1,051,720



61.8



63.6



41,532



3.9Gross profit


675,930



601,168



38.2



36.4



74,762



12.4Operating expensesSelling, general and administrative


156,688



137,995



8.9



8.3



18,693



13.5Management fees and recapitalization expenses


23,000



10,836



1.3



0.7



12,164



112.3Depreciation and amortization 
    non-rental
    equipment


46,226



38,783



2.6



2.3



7,443



19.2Other operating gains, net


(4,850
)


(6,968
)


(0.3
)


(0.4
)


2,118



(30.4
)Total operating expenses, net


221,064



180,646



12.5



10.9



40,418



22.4Operating income


454,866



420,522



25.7



25.4



34,344



8.2Interest expense, net


253,478



116,370



14.3



7.0



137,108



117.8Other income, net


(1,126
)


(311
)


(0.1
)






(815
)


262.1Income before provision for income taxes


202,514



304,463



11.4



18.4



(101,949
)


(33.5
)Provision for income taxes


79,260



117,941



4.5



7.1



(38,681
)


(32.8
)Net income

$
123,254


$
186,522



7.0
%


11.3
%

$
(63,268
)


(33.9
)    35




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##### Table of Contents



36




---



##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flows
        Years Ended December 31,2008


2007


2006(In 000s)Net cash provided by operating activities

$
363,439


$
504,940


$
436,047Net cash used in investing activities


(175,230
)


(444,190
)


(542,237
)Net cash (used in) provided by financing activities


(184,434
)


(97,094
)


145,246Effect of foreign exchange rates on cash


(144
)


195



(2
)Net increase (decrease) in cash and cash equivalents

$
3,631


$
(36,149
)

$
39,054    37




---



##### Table of Contents



Operating activities 
  Investing activities 
    Financing activities 
  Indebtedness
  Senior ABL Facilities.
 38




---



##### Table of Contents



ConsolidatedFiscal Quarter Ending

Leverage RatioMarch 31, 2009


4.50:1.00June 30, 2009


4.50:1.00September 30, 2009


4.50:1.00December 31, 2009


4.50:1.00March 31, 2010 and at all times thereafter


4.25:1.00     Senior Term Facility.
  The Notes. 1 2
  1 2 1 2
 39




---



##### Table of Contents



Liquidity
          Outlook
     40




---



##### 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)

$
2,445.0


$
2.5


$
686.3


$
1,136.2


$
620.0Capital Leases(1)


124.1



34.2



52.5



28.7



8.7Interest on Debt and Capital Leases(2)


697.7



152.1



284.8



206.8



54.0Operating Leases


200.6



53.3



83.7



40.9



22.7Purchase Obligations(3)


2.3



2.3











Total

$
3,469.7


$
244.4


$
1,107.3


$
1,412.6


$
705.4     (1)
    
    Principal payments are reflected when contractually required,
    and no early paydowns are reflected.(2)
    
    Estimated interest for debt for all periods presented is
    calculated using the interest rate available as of
    December 31, 2008 and includes calculated payments due
    under our interest rate swap agreements as well as fees for the
    unused portion of our revolving credit facility. See Note 6
    to our consolidated financial statements for additional
    information.(3)
    
    As of December 31, 2008, we had outstanding purchase orders
    with our equipment suppliers. These purchase orders, which were
    negotiated in the ordinary course of business, total
    approximately $2.3 million. Generally, these purchase
    orders can be cancelled by us with 30 days notice and
    without cancellation penalties.    Capital
    Expenditures
    Rental Equipment


Property and Non-Rental EquipmentGross Capital


Disposal


Net Capital


Gross Capital


Disposal


Net CapitalExpenditures


Proceeds


Expenditures


Expenditures


Proceeds


Expenditures(In millions)2008

$
258.7


$
125.4


$
133.3


$
15.3


$
6.5


$
8.82007


580.2



145.4



434.8



20.7



11.3



9.42006


721.3



191.7



529.6



28.6



16.0



12.6   Adjusted
    EBITDA
   41




---



##### Table of Contents



Years Ended December 31,2008


2007


2006(In 000s)Net income

$
122,489


$
123,254


$
186,522Depreciation of rental equipment and depreciation and
    amortization of non-rental equipment and intangibles


367,071



341,474



292,162Interest expense, net


201,849



253,478



116,370Provision for income taxes


72,939



79,260



117,941EBITDA

$
764,348


$
797,466


$
712,995Adjustments:Share based compensation


2,993



4,298



2,061Other expenses (income), net


658



(1,126
)


(311
)Management fees






23,000



10,836Adjusted EBITDA

$
767,999


$
823,638


$
725,581   Critical
    Accounting Policies and Estimates
    Form 10-K.
  Rental
    Equipment
     42




---



##### Table of Contents



Impairment
    of Long-Lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Reserve
    for Claims
    Derivative
    Instruments and Hedging Activities
  Accounting for
    Derivative Instruments and Hedging Activities
 43




---



##### Table of Contents



Share-Based
    Compensation
  Share-Based
    Payment
    Business
    Combinations
  Business
    Combinations Accounting for Goodwill and
    Other Intangible Assets
  Goodwill
   44




---



##### Table of Contents



Revenue
    Recognition
      Income
    Taxes
     45




---



##### Table of Contents



Accounting for Income Taxes Accounting for Uncertainty in Income Taxes,
    Recent
    Accounting Pronouncements
  Fair Value
    Measurements 157-2 (FSP 157-2) FSP 157-3 FSP 157-2. FSP 157-3,
  Business Combina Business Combinations
 46




---



##### Table of Contents



Elements of Financial Statements
  Disclosures about Derivative Instruments and Hedging
    Activities an amendment of FASB Statement 133
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Risk
        Currency
    Exchange Risk
   47




---



##### Table of Contents



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
    Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
 48




---



##### Table of Contents



Internal Control 
    Integrated Framework
    Item 9B.
    Other
    Information  Section 303A-12(a) Form 10-K Rule 13a-14(a)
 PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    10-K
  Item 11.
    Executive
    Compensation   49




---



##### 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)


5,746,325


$
7.72



4,023,859Equity compensation plans not approved by security holders










Total


5,746,325


$
7.72



4,023,859     (1)
    
    Represents the RSC Holdings Inc. Amended and Restated Stock
    Incentive Plan.(2)
    
    The weighted-average exercise price does not include outstanding
    restricted stock units.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  10-K.
  page F-1.
  Form 10-K page E-1.
 50




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Erik
    Olsson   Title:
    Chief Executive Officer and President  POWER OF
    ATTORNEY
  Form 10-K
    Signature

Title

Date/s/  Erik
    OlssonErik
    Olsson

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

February 25, 2009/s/  David
    MathiesonDavid
    Mathieson

Chief Financial Officer
    (Principal Financial and Principal Accounting Officer)

February 25, 2009/s/  Denis
    NaydenDenis
    Nayden

Chairman of the Board, Director

February 25, 2009/s/  Timothy
    CollinsTimothy
    Collins

Director

February 25, 2009/s/  Edward
    DardaniEdward
    Dardani

Director

February 25, 2009/s/  Douglas
    KadenDouglas
    Kaden

Director

February 25, 2009/s/  Pierre
    LeroyPierre
    Leroy

Director

February 25, 2009 51




---



##### Table of Contents



Signature

Title

Date/s/  Christopher
    MinnetianChristopher
    Minnetian

Director

February 25, 2009/s/  John
    R. MonskyJohn
    R. Monsky

Director

February 25, 2009/s/  James
    OzanneJames
    Ozanne

Director

February 25, 2009/s/  Donald
    C. RoofDonald
    C. Roof

Director

February 25, 2009/s/  Scott
    SpielvogelScott
    Spielvogel

Director

February 25, 2009/s/  Donald
    WagnerDonald
    Wagner

Director

February 25, 2009  52




---



##### Table of Contents



RSC
    HOLDINGS INC.
  ANNUAL
    REPORT ON
    10-K
  EXHIBIT INDEX
  Exhibit No.

Description of Exhibit2
.1(1)

Recapitalization Agreement, dated as of October 6, 2006, by
    and among by and among Atlas Copco AB, Atlas Copco Finance
    S.à.r.l., Atlas Copco North America Inc., RSC Acquisition
    LLC, RSC Acquisition II LLC, OHCP II RSC, LLC, OHCMP II
    RSC, LLC and OHCP II RSC COI, LLC3
.1(2)

Amended and Restated Certificate of Incorporation of RSC
    Holdings Inc.3
.2(3)

Amended and Restated By-Laws of RSC Holdings Inc.4
.1(4)

Indenture, dated as of November 27, 2006, by and among
    Rental Service Corporation, RSC Holdings III, LLC and Wells
    Fargo Bank, National Association4
.2(5)

Registration Rights Agreement, dated November 27, 2006, by
    and among Rental Service Corporation, RSC Holdings III, LLC,
    Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and
    GE Capital Markets, Inc.4
.3(6)

U.S. Guarantee and Collateral Agreement, dated as of
    November 27, 2006, by and among RSC Holdings II, LLC, RSC
    Holdings III, LLC, Rental Service Corporation and certain
    domestic subsidiaries of RSC Holdings III, LLC that may become
    party thereto from time to time, Deutsche Bank AG, New York
    Branch, as collateral agent and administrative agent4
.4(7)

Canadian Security Agreement, dated as of November 27, 2006,
    by and among Rental Service Corporation of Canada Ltd., Deutsche
    Bank AG, Canada Branch as Canadian collateral agent4
.5(8)

Guarantee and Collateral Agreement, dated as of
    November 27, 2006, by and between RSC Holdings II, LLC, RSC
    Holdings III, LLC, Rental Service Corporation, and certain
    domestic subsidiaries of RSC Holdings III, LLC that may become
    party thereto from time to time and Deutsche Bank AG, New York
    Branch as collateral agent and administrative agent4
.6(9)

Intercreditor Agreement, dated as of November 27, 2006, by
    and among RSC Holdings, II, LLC, RSC Holdings III, LLC,
    Rental Service Corporation, each other grantor from time to time
    party thereto, Deutsche Bank AG, New York Branch as U.S.
    collateral agent under the first-lien loan documents and
    Deutsche Bank AG, New York Branch in its capacity as collateral
    agent under the second-lien loan documents4
.7(10)

Amended and Restated Stockholders Agreement4
.8(11)

Form of stock certificate10
.1(12)+

Amended and Restated Stock Incentive Plan10
.2(13)+

Form of Employee Stock Option Agreements10
.3(14)+

Form of Employee Stock Subscription Agreements10
.4(15)+

Form of Employment Agreement for executive officers10
.5(16)

Indemnification Agreement, dated as of November 27, 2006,
    by and among Atlas Copco North America Inc., Rental Service
    Corporation, RSC Acquisition LLC, RSC Acquisition II LLC,
    OHCP II RSC, LLC, OHCMP OO RSC, LLC, OHCP II RSC COI, LLC,
    Ripplewood Holdings L.L.C., Oak Hill Capital Management and
    Atlas Copco Finance S.à.r.l.10
.6(17)

Monitoring Agreement, dated as of November 27, 2006, by and
    among RSC Holdings Inc., Rental Service Corporation, Ripplewood
    Holdings L.L.C. and Oak Hill Capital Management, LLC10
.7(18)

Credit Agreement, dated as of November 27, 2006, by and
    among RSC Holdings II, LLC, RSC Holdings III, LLC, Rental
    Service Corporation, Rental Service Corporation of Canada Ltd.,
    Deutsche Bank AG, New York Branch, Deutsche Bank AG, Canada
    Branch, Citicorp North America, Inc., Bank of America, N.A.,
    LaSalle Business Credit, LLC and Wachovia Capital Finance
    Corporation (Western)10
.8(19)

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 Corporation10
.9(20)+

RSC Holdings Inc. 2007 Annual Incentive Plan E-1




---



##### Table of Contents



10
.10(21)+

Form of Indemnification Agreement10
.11(22)+

Form of Cost Reimbursement Agreement10
.12(23)+

Form of Director Restricted Stock Unit Agreement10
.13(24)

Executive Employment and Non competition Agreement by and
    between David Mathieson and RSC Holdings Inc. effective
    January 2, 200810
.14*

RSC Non-Qualified Deferred Compensation Savings Plan21
.1*

List of Subsidiaries23
.1*

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm31
.1*

Certification of Chief Executive Officer as required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934, as amended31
.2*

Certification of Chief Financial Officer as required by
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934, as amended32
.1*

Certifications of Chief Executive Officer and Chief Financial
    Officer as required by
    Rule 13a-14(b)
    of the Securities Exchange Act of 1934, as amended.     +
    
    Compensation plans or arrangements in which directors or
    executive officers are eligible to participate*
    
    Filed Herewith(1)
    
    Incorporated by reference to Exhibit 2.1 to RSC Holdings
    Inc.s
    Form S-1,
    dated February 13, 2007 (file
    no. 333-140644)(2)
    
    Incorporated by reference to Exhibit 3.1 to RSC Holdings
    Inc.s Quarterly Report on
    Form 10-Q,
    dated August 2, 2007 (file
    no. 001-33485)(3)
    
    Incorporated by reference to Exhibit 3.2 to RSC Holdings
    Inc.s Quarterly Report on
    Form 10-Q,
    dated August 2, 2007 (file
    no. 001-33485)(4)
    
    Incorporated by reference to Exhibit 4.1 to RSC Holdings
    Inc.s
    Form S-1,
    dated February 13, 2007 (file
    no. 333-140644)(5)
    
    Incorporated by reference to Exhibit 4.2 to RSC Holdings
    Inc.s
    Form S-1,
    dated February 13, 2007 (file
    no. 333-140644)(6)
    
    Incorporated by reference to Exhibit 4.5 to RSC Holdings
    Inc.s
    Form S-1,
    dated February 13, 2007 (file
    no. 333-140644)(7)
    
    Incorporated by reference to Exhibit 4.6 to RSC Holdings
    Inc.s
    Form S-1,
    dated February 13, 2007 (file
    no. 333-140644)(8)
    
    Incorporated by reference to Exhibit 4.7 to RSC Holdings
    Inc.s
    Form S-1,
    dated February 13, 2007 (file
    no. 333-140644)(9)
    
    Incorporated by reference to Exhibit 4.8 to RSC Holdings
    Inc.s
    Form S-1,
    dated February 13, 2007 (file
    no. 333-140644)(10)
    
    Incorporated by reference to Exhibit 4.7 to RSC Equipment
    Rental Inc.s and RSC Holdings III, LLCs
    Form S-4,
    dated July 16, 2007 (file no.
    333-144625)(11)
    
    Incorporated by reference to Exhibit 4.10 to RSC Holdings
    Inc.s
    Form S-1,
    dated February 13, 2007 (file
    no. 333-140644)(12)
    
    Incorporated by reference to Exhibit B to RSC Holdings
    Inc.s definitive proxy statement for the 2008 Annual
    Meeting of Stockholders filed with the Securities and Exchange
    Commission on April 18, 2008 (file
    no. 001-33485)(13)
    
    Incorporated by reference to Exhibit 10.2 to RSC Holdings
    Inc.s
    Form S-1,
    dated February 13, 2007 (file
    no. 333-140644)(14)
    
    Incorporated by reference to Exhibit 10.3 to RSC Holdings
    Inc.s
    Form S-1,
    dated February 13, 2007 (file
    no. 333-140644) E-2




---



##### Table of Contents



(15)
    
    Incorporated by reference to Exhibit 10.4 to RSC Holdings
    Inc.s
    Form S-1,
    dated February 13, 2007 (file
    no. 333-140644)(16)
    
    Incorporated by reference to Exhibit 10.5 to RSC Holdings
    Inc.s
    Form S-1,
    dated February 13, 2007 (file
    no. 333-140644)(17)
    
    Incorporated by reference to Exhibit 10.6 to RSC Holdings
    Inc.s
    Form S-1,
    dated February 13, 2007 (file
    no. 333-140644)(18)
    
    Incorporated by reference to Exhibit 10.7 to RSC Holdings
    Inc.s
    Form S-1/A,
    dated March 27, 2007 (file
    no. 333-140644)(19)
    
    Incorporated by reference to Exhibit 10.8 to RSC Holdings
    Inc.s
    Form S-1/A,
    dated March 27, 2007 (file
    no. 333-140644)(20)
    
    Incorporated by reference to Exhibit 10.9 to RSC Holdings
    Inc.s
    Form S-1/A,
    dated April 18, 2007 (file
    no. 333-140644)(21)
    
    Incorporated by reference to Exhibit 10.10 to RSC Holdings
    Inc.s
    Form S-1/A,
    dated May 21, 2007 (file
    no. 333-140644)(22)
    
    Incorporated by reference to Exhibit 10.11 to RSC Holdings
    Inc.s
    Form S-1/A,
    dated May 21, 2007 (file
    no. 333-140644)(23)
    
    Incorporated by reference to Exhibit 10.12 to RSC Holdings
    Inc.s
    Form S-1/A,
    dated May 21, 2007 (file
    no. 333-140644)(24)
    
    Incorporated by reference to Exhibit 10.1 to RSC Holdings
    Inc.s Current Report on
    8-K, dated
    November 27, 2007 (file
    no. 001-33485) E-3




---



##### 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,
    2008 and 2007


F-4Consolidated Statements of Income for the years
    ended December 31, 2008, 2007 and 2006


F-5Consolidated Statements of Stockholders
    Equity (Deficit) and Comprehensive Income for the years ended
    December 31, 2008, 2007 and 2006


F-6Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


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 31,2008


2007(In thousands,except share data)ASSETSCash and cash equivalents

$
13,670


$
10,039Accounts receivable, net


285,000



284,570Inventory


19,859



21,563Rental equipment, net


1,766,978



1,929,514Property and equipment, net


171,156



191,901Goodwill and other intangibles, net


938,682



925,621Deferred financing costs


46,877



55,660Other assets


28,306



41,469Total assets

$
3,270,528


$
3,460,337LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Accounts payable

$
109,542


$
264,384Accrued expenses and other liabilities


203,288



179,876Debt


2,569,067



2,736,225Deferred income taxes


345,511



323,950Total liabilities


3,227,408



3,504,435Commitments and contingenciesPreferred stock, no par value, (500,000 shares authorized,
    no shares issued and outstanding at December 31, 2008 and
    December 31, 2007)






Common stock, no par value, (300,000,000 shares authorized,
    103,373,326 shares issued and outstanding at
    December 31, 2008 and 103,147,575 shares issued and
    outstanding at December 31, 2007)


824,930



820,344Accumulated deficit


(747,012
)


(876,645
)Accumulated other comprehensive (loss) income


(34,798
)


12,203Total stockholders equity (deficit)


43,120



(44,098
)Total liabilities and stockholders equity (deficit)

$
3,270,528


$
3,460,337    F-4




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF INCOME  Years Ended December 31,2008


2007


2006(In thousands, except per share data)Revenues:Equipment rental revenue

$
1,567,254


$
1,543,175


$
1,368,712Sale of merchandise


72,472



80,649



92,524Sale of used rental equipment


125,443



145,358



191,652Total revenues


1,765,169



1,769,182



1,652,888Cost of revenues:Cost of equipment rentals, excluding depreciation


692,613



640,992



591,241Depreciation rental equipment


317,504



295,248



253,379Cost of merchandise sales


49,370



53,936



61,675Cost of used rental equipment sales


90,500



103,076



145,425Total cost of revenues


1,149,987



1,093,252



1,051,720Gross profit


615,182



675,930



601,168Operating expenses:Selling, general and administrative


168,690



156,688



137,995Management fees and recapitalization expenses






23,000



10,836Depreciation and amortization non-rental equipment and
    intangibles


49,567



46,226



38,783Other operating gains, net


(1,010
)


(4,850
)


(6,968
)Total operating expenses, net


217,247



221,064



180,646Operating income


397,935



454,866



420,522Interest expense, net


201,849



253,478



116,370Other expense (income), net


658



(1,126
)


(311
)Income before provision for income taxes


195,428



202,514



304,463Provision for income taxes


72,939



79,260



117,941Net income

$
122,489


$
123,254


$
186,522Preferred dividends










(7,997
)Net income available for common stockholders

$
122,489


$
123,254


$
178,525Weighted average shares outstanding used in computing net income
    per common share:Basic


103,261



98,237



307,845Diluted


103,740



99,632



307,845Net income per common share:Basic

$
1.19


$
1.25


$
0.58Diluted

$
1.18


$
1.24


$
0.58    F-5




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
 (DEFICIT)
    AND COMPREHENSIVE INCOME
  AccumulatedSeries A








New Common








OtherPreferred Stock


Common Stock


Stock


Accumulated


Comprehensive


ComprehensiveShares


Amount


Shares


Amount


Shares


Amount


Deficit


Income


Income (Loss)


Total(In thousands, except share data)Balance, January 1, 2006


154


$
350,000



330,697,047


$
1,114,577






$



$
(660,221
)





$
9,450


$
813,806Components of comprehensive income:Net income


























186,522


$
186,522







186,522Foreign currency translation adjustments






























(666
)


(666
)


(666
)Total comprehensive income





























$
185,856Cash dividends on Series A preferred stock


























(7,997
)










(7,997
)Capital contributions














2,909







4,730















7,639Repurchase of shares in connection with the Recapitalization


(154
)


(350,000
)


(317,669,667
)


(1,032,486
)










(518,203
)










(1,900,689
)Issuance of common stock in connection with the Recapitalization










76,633,189



460,000























460,000Exchange of common stock for new common stock










(89,660,569
)


(545,000
)


89,660,569



545,000















Issuance of common stock to management


















987,022



6,440















6,440Share-based compensation






















312















312Balance, December 31, 2006


















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 $23,030






























(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
)

$
43,120    F-6




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2008


2007


2006(In thousands)Cash flows from operating activities:Net income

$
122,489


$
123,254


$
186,522Adjustments to reconcile net income to net cash provided by
    operating activities:Bonus expense paid by Atlas










4,730Depreciation and amortization


367,071



341,474



292,162Amortization of deferred financing costs


9,713



13,435



1,001Share-based compensation expense


2,993



4,298



2,061Gain on sales of rental and non-rental property and equipment,
    net of non-cash writeoffs


(26,106
)


(43,284
)


(43,866
)Deferred income taxes


41,772



35,524



48,458Excess tax benefits from share-based payment arrangements


(122
)






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


(1,083
)


(13,745
)


(22,776
)Inventory


1,625



(2,844
)


412Other assets


(3,221
)


(705
)


414Accounts payable


(153,183
)


(1,414
)


(67,885
)Accrued expenses and other liabilities


1,491



48,947



34,814Net cash provided by operating activities


363,439



504,940



436,047Cash flows from investing activities:Cash paid for acquisition, net of cash acquired


(33,238
)






Purchases of rental equipment


(258,660
)


(580,194
)


(721,258
)Purchases of property and equipment


(15,319
)


(20,674
)


(28,592
)Proceeds from sales of rental equipment


125,443



145,358



191,652Proceeds from sales of property and equipment


6,544



11,320



15,961Net cash used in investing activities


(175,230
)


(444,190
)


(542,237
)Cash flows from financing activities:Cash consideration paid to Atlas






(17,995
)


(3,254,921
)Net cash equity investment by Sponsors










460,000Issuance of senior ABL facilities










1,124,000Issuance of senior term facility










1,130,000Issuance of senior notes










620,000Proceeds from senior ABL revolver


240,437



99,457



4,291Payments on senior ABL term revolver


(386,068
)


(150,274
)


Payments on senior ABL term loan


(2,500
)


(2,500
)


(625
)Payments on Senior Term Facility






(230,700
)


Payments on capital leases and other debt


(38,102
)


(39,030
)


(33,010
)Net proceeds from affiliated debt










148,301Deferred financing costs


(929
)


(842
)


(68,916
)Proceeds from stock issuances


1,471



255,064



6,440Excess tax benefits from share-based payment arrangements


122







Cash dividends paid










(7,997
)Capital contributions from Atlas






4,500



2,909Increase (decrease) in outstanding checks in excess of cash
    balances


1,135



(14,774
)


14,774Net cash (used in) provided by financing activities


(184,434
)


(97,094
)


145,246Effect of foreign exchange rates on cash


(144
)


195



(2
)Net increase (decrease) in cash and cash equivalents


3,631



(36,149
)


39,054Cash and cash equivalents at beginning of year


10,039



46,188



7,134Cash and cash equivalents at end of year

$
13,670


$
10,039


$
46,188Supplemental disclosure of cash flow information:Cash paid for interest

$
199,210


$
218,488


$
33,759Cash paid for taxes, net of refunds


30,988



48,730



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

$
20,176


$
52,320


$
62,886Acquisition of net assets of another company:Assets, net of cash acquired

$
33,421Liabilities assumed


(183
)Net cash paid

$
33,238    F-7




---



##### 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
               F-8




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (In 000s)Base consideration paid to ACAB

$
3,220,521Working capital adjustment (paid to ACAB in 2006 and 2007)


52,395Total consideration paid to ACAB


3,272,916Repurchase of shares in connection with the Recapitalization


(1,032,486
)Contribution of Series A preferred stock from ACAB to the
    Company


(350,000
)Relief of intercompany debt with affiliate of ACAB


(1,296,246
)Assumption by ACAB of certain liabilities of the Company


(75,981
)Consideration paid to ACAB in excess of book value

$
518,203   true-up
      Prior to
    the Recapitalization
   F-9




---



##### Table of Contents



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

Previously Included In

Currently Included InWarranty costs and related recoveries

Cost of merchandise sales

Cost of equipment rentalsInformation technology datalines

Selling, general & administrative

Cost of equipment rentals(Gains)/losses on non-rental equipment, net

Selling, general & administrative

Other operating gains, net   (2)
    Summary
    of Significant Accounting Policies  Use of
    Estimates
    Cash
    Equivalents
    Accounts
    Receivable
     F-10




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2008


2007(In 000s)Trade receivables

$
276,547


$
281,251Other receivables


17,650



10,120Less allowance for doubtful accounts


(9,197
)


(6,801
)Accounts receivable, net

$
285,000


$
284,570       2008


2007


2006(In 000s)Beginning balance at January 1,

$
6,801


$
5,662


$
5,356Provision for bad debt


8,146



5,653



5,076Charge offs, net


(5,750
)


(4,514
)


(4,770
)Ending balance at December 31,

$
9,197


$
6,801


$
5,662     (a)
    
    To conform to current year presentation, the Company has
    excluded certain fully-reserved receivables from this schedule,
    with an offsetting reduction to gross accounts receivable. The
    Company believes the current presentation better reflects the
    nature of the underlying receivables.  Rental
    Equipment
        December 31,2008


2007(In 000s)Rental equipment

$
2,751,093


$
2,748,656Less accumulated depreciation


(984,115
)


(819,142
)Rental equipment, net

$
1,766,978


$
1,929,514  F-11




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property
    and Equipment
      December 31,2008


2007(In 000s)Leased equipment

$
217,739


$
215,988Buildings and leasehold improvements


51,814



50,621Non-rental machinery and equipment


39,500



37,546Data processing hardware and purchased software


16,978



18,024Furniture and fixtures


11,418



11,022Construction in progress


2,722



4,600Land and improvements


695



714340,866



338,515Less accumulated depreciation and amortization


(169,710
)


(146,614
)Property and equipment, net

$
171,156


$
191,901   Long-Lived
    Assets
    Goodwill
    and Other Intangible Assets
     F-12




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Reserves
    for Claims
   F-13




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Foreign
    Currency Translation
  Foreign Currency Translation.
  Derivative
    Instruments and Hedging Activities
  Accounting for Derivative Instruments and Hedging
    Activities
  Comprehensive
    Income
  Reporting Comprehensive Income
  Fair
    Value of Financial Instruments
       F-14




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue
    Recognition
      99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent
    Marketing
    and Advertising Costs
  EITF 02-16, Accounting by a Customer (Including a Reseller) for Certain
    Consideration Received from a Vendor (EITF 02-16) EITF 02-16,
  Income
    Taxes
    Accounting for Income Taxes Accounting for
    Uncertainty in Income Taxes
   F-15




---



##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Consideration
    Received from Vendors
  EITF 02-16 EITF 02-16
    Share-Based
    Compensation
  Share-Based Payment
  Recent
    Accounting Pronouncements
  Fair Value Measurements 157-2 (FSP 157-2) FSP 157-3 FSP 157-2. FSP 157-3,
  Business Combinations Business Combinations
 F-16




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Elements of Financial Statements
  Disclosures about Derivative Instruments and Hedging
    Activities an amendment of FASB Statement 133
  (3)
    Earnings
    per Share  Earnings Per Share
    Years Ended December 31,2008


2007


2006(In 000s except per share data)Numerator:Net income

$
122,489


$
123,254


$
186,522Less preferred dividends










(7,997
)Net income available for common stockholders

$
122,489


$
123,254


$
178,525Denominator:Weighted average shares  basic


103,261



98,237



307,845Employee stock options


479



1,395



Total weighted average shares  diluted


103,740



99,632



307,845Net income per common share  basic

$
1.19


$
1.25


$
0.58Net income per common share  diluted

$
1.18


$
1.24


$
0.58Anti-dilutive options excluded


974



473



    F-17




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (4)
    Accrued
    Expenses and Other Liabilities    December 31,2008


2007(In 000s)Compensation-related accruals

$
35,330


$
34,629Accrued income and other taxes


28,473



46,328Reserves for claims


37,157



35,580Accrued interest payable


31,980



41,249Interest rate swap liability


60,028



15,740Other


10,320



6,350Total

$
203,288


$
179,876   (5)
    Closed
    Location Charges    Accounting for Costs Associated with
    Exit or Disposal Activities
    Lease Exit and


EmployeeOther Related


Termination


Other ExitCosts(1)


Costs(2)


Costs(3)


TotalClosed location reserves at December 31, 2006

$
(241
)

$
0


$
0


$
(241
)Charges incurred to close locations


(115
)


(5
)


0



(120
)Cash payments


154



5



0



159Closed location reserves at December 31, 2007


(202
)


0



0



(202
)Charges incurred to close locations


(6,380
)


(1,303
)


(866
)


(8,549
)Cash payments


1,978



906



866



3,750Closed location reserves at December 31, 2008

$
(4,604
)

$
(397
)

$
0


$
(5,001
)  F-18




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Lease exit and other related costs are included within cost of
    equipment rentals in the consolidated statements of income. The
    cost associated with the write-off of leasehold improvements is
    included within other operating gains, net in the consolidated
    statements of income.(2)
    
    Employee termination costs primarily consist of severance
    payments and related benefits. These costs are included within
    cost of equipment rentals in the consolidated statements of
    income.(3)
    
    Other exit costs include costs incurred primarily to transport
    fleet from closed locations to other locations. These costs are
    included within cost of equipment rentals in the consolidated
    statements of income.  (6)
    Debt    December 31,2008Deferred





December 31,Interest




Financing





2007Rate(a)


Maturity Date

Costs


Debt


Debt(In 000s)Senior ABL revolving credit facility


5.16
%


Nov. 2011


$
12,807


$
681,268


$
828,000Senior ABL term loan


5.89
%


Nov. 2012(b)



2,596



244,375



246,875Senior Term Facility


7.29
%


Nov. 2013



14,859



899,300



899,300Senior Notes


9.50
%


Dec. 2014



16,615



620,000



620,000Capitalized lease obligations and other


0.38
%


Various







124,124



142,050Total









$
46,877


$
2,569,067


$
2,736,225     (a)
    
    Estimated interest rate presented is the effective interest rate
    as of December 31, 2008.(b)
    
    Installments of $0.6 million quarterly ($2.5 million
    annually) are due through maturity.    2009

$
36,6902010


31,5512011


707,2142012


254,0902013


910,809Thereafter


628,713Total

$
2,569,067  F-19




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair ValueSenior ABL revolving credit facility

$
613,141Senior ABL term loan


191,834Senior Term Facility


474,830Senior Notes


341,000Capitalized lease obligations and other


124,124Total

$
1,744,929   Senior ABL Facilities.
          Senior Term Facility.
 F-20




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##### Table of Contents



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

Price2010


104.750
%2011


102.375
%2012 and thereafter


100.000
%       1 2 1 2
   F-21




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Capital leases.
  Deferred financing costs.
  (7)
    Derivative
    Instruments          (8)
    Acquisition   F-22




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##### Table of Contents



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

Unobservable2008

Assets (Level 1)

(Level 2)

Inputs (Level 3)Interest rate derivatives(a)

$
60,028


$



$
60,028


$
     (a)
    
    The Companys interest rate derivative instruments are not
    traded on a market exchange, the fair values are determined
    using valuation models which include assumptions about the
    Companys credit risk and interest rates based on those
    observed in the underlying markets (LIBOR swap rate).   F-23




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (10)
    Accumulated
    Other Comprehensive Income (Loss)    Accumulated OtherForeign Currency


Fair Market Value of


Comprehensive IncomeTranslation


Cash Flow Hedge


(Loss)(In 000s)Balance at December 31, 2007

$
21,698


$
(9,495
)

$
12,203Foreign currency translation


(19,796
)






(19,796
)Change in fair value of cash flow hedges, net of tax






(27,205
)


(27,205
)Balance at December 31, 2008

$
1,902


$
(36,700
)

$
(34,798
)   (11)
    Common
    and Preferred Stock  Common
    Stock
            Preferred
    Stock
   F-24




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (12)
    Income
    Taxes    Years Ended December 31,2008


2007


2006(In 000s)Domestic federal:Current

$
18,441


$
31,661


$
53,412Deferred


41,032



31,057



46,42859,473



62,718



99,840Domestic stateCurrent


8,326



5,661



12,722Deferred


1,583



3,132



739Total domestic


69,382



71,511



113,301Foreign federal:Current


4,399



6,413



3,349Deferred


(842
)


1,336



1,291Total foreign


3,557



7,749



4,640$
72,939


$
79,260


$
117,941    F-25




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006(In 000s)Computed tax at statutory tax rate

$
68,400


$
70,880


$
106,562Permanent items


1,017



793



875State income taxes, net of federal tax benefit


8,076



7,152



12,559Difference between federal statutory and foreign tax rate


(862
)


(323
)


(208
)Change in tax reserves


(489
)






Change in estimated tax rates


(3,241
)






Other


38



758



(1,847
)Provision for income taxes

$
72,939


$
79,260


$
117,941   Accounting for Income Taxes  Special
    Areas
    December 31,2008


2007(In 000s)Deferred tax assets:Accruals

$
27,481


$
25,845Federal tax benefit of state reserves


657



1,087Deferred financing costs (derivative)


23,030



6,071State credits


610



Total deferred tax assets


51,778



33,003Deferred tax liabilities:Intangibles


47,073



38,555Capitalized leases


9,553



8,609Property and equipment


331,707



303,326Foreign


8,956



6,463Total deferred tax liabilities


397,289



356,953Net deferred tax liability

$
345,511


$
323,950    F-26




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      UnrecognizedTax Benefits(In millions)Balance at January 1, 2008

$
21.8Additions based on tax positions related to the current year


0.9Reductions for tax positions related to prior years 
    Settlements


(11.9
)Reductions for tax positions related to prior years 
    Statute Limitations Lapse


(4.0
)Balance at December 31, 2008

$
6.8     true-up
   F-27




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (13)
    Commitments
    and Contingencies      (14)
    Leases    December 31,2008


2007(In 000s)Leased equipment

$
217,739


$
215,988Less accumulated depreciation and amortization


(90,435
)


(71,236
)Leased equipment

$
127,304


$
144,752      F-28




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,CapitalLeases(In 000s)2009

$
34,5952010


29,3372011


23,6332012


17,3242013


11,564Thereafter


8,739Total minimum lease payments

$
125,192Less amount representing interest (0.38% at December 31,
    2008)


(1,068
)Capital lease obligations

$
124,124     December 31,OperatingLeases(In 000s)2009

$
53,2812010


46,2762011


37,3892012


26,3352013


14,526Thereafter


22,755Total minimum lease payments

$
200,562Less amount representing executed subleases


(3,420
)Total minimum lease payments, net of subleases

$
197,142   (15)
    Legal and
    Insurance Matters    (16)
    Affiliated
    Company Transactions   F-29




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (17)
    Employee
    Benefit Plans    EITF 97-14, Accounting for Deferred Compensation Arrangements Where
    Amounts Earned Are Held in a Rabbi Trust and Invested
  (18)
    Share-Based
    Compensation Plans  Share-Based Payment Accounting for Stock-Based Compensation
 F-30




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for
    Stock Appreciation Rights and Other Variable Stock Option or
    Award Plans, an interpretation of APB Opinions 15 and 25.
  Share
    Appreciation Rights
  SARS were offered each year from 2000 to
    2003.
      Stock
    Incentive Plan
     F-31




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006Expected volatility


51.1
%


40.0
%


45.8
%Dividend yield










Expected term (in years)


4.4



4.2



5.0Risk-free interest rate


1.8
%


3.9
%


4.5
%Weighted average grant date fair value of options granted

$
3.43


$
5.19


$
2.98     Weighted-AverageRemaining


AggregateWeighted-Average


Contractual


IntrinsicOptions

Shares


Exercise Price


Term


Value(Years)


(In 000s)Outstanding January 1, 2006


Granted


4,395,921


$
6.52Exercised


Forfeited or expired


Outstanding December 31, 2006


4,395,921



6.52Granted


714,000



13.82Exercised


Forfeited or expired


(206,529
)


6.52Outstanding December 31, 2007


4,903,392



7.58Granted


2,029,507



7.99Exercised


(225,751
)


6.52Forfeited or expired


(982,826
)


7.84Outstanding December 31, 2008


5,724,322



7.72



8.2


$
8,055Exercisable at December 31, 2008


1,254,804



7.32



7.0


$
2,236        F-32




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (19)
    Business
    Segment and Geographic Information      Years Ended December 31,2008


2007


2006(In 000s)Revenues from external customers:Domestic

$
1,667,218


$
1,682,279


$
1,586,714Foreign


97,951



86,903



66,174Total

$
1,765,169


$
1,769,182


$
1,652,888     December 31,2008


2007(In 000s)Rental equipment, netDomestic

$
1,688,579


$
1,838,148Foreign


78,399



91,366Total

$
1,766,978


$
1,929,514Property and equipment, netDomestic

$
162,039


$
181,483Foreign


9,117



10,418Total

$
171,156


$
191,901  F-33




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##### Table of Contents



RSC
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (20)
    Selected
    Unaudited Quarterly Financial Data  Three months endingMarch 31


June 30


September 30


December 31(In 000s, except per share amounts)2008Total 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   Three months endingMarch 31


June 30


September 30


December 31(In 000s, except per share amounts)2007Total revenues

$
406,347


$
442,828


$
461,954


$
458,053Gross profit


141,753



171,128



187,425



175,624Income before provision for income taxes


33,258



28,489



77,952



62,815Net income available for common stockholders


20,243



17,425



47,549



38,037Basic net income per common share


0.22



0.18



0.46



0.37Diluted net income per common share


0.22



0.18



0.45



0.36    F-34