1389305--2/16/2010--RSC_Holdings

related topics

{debt, indebtedness, cash}

{condition, economic, financial}

{customer, product, revenue}

{system, service, information}

{cost, operation, labor}

{cost, regulation, environmental}

{provision, law, control}

{loss, insurance, financial}

{tax, income, asset}

{stock, price, share}

{stock, price, operating}

{acquisition, growth, future}

{interest, director, officer}

{control, financial, internal}

{property, intellectual, protect}

{personnel, key, retain}

{investment, property, distribution}

{competitive, industry, competition}

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. The non-residential construction market is currently experiencing a downturn which, if sustained, could harm our business, liquidity and results of operations. Our reliance on available borrowings under the Senior ABL Revolving Facility and cash from operating activities is necessary to operate our business and subjects us to a number of risks, many of which are beyond our control. The effects of the recent global economic crisis have had and may continue to have a negative impact on our revenue, operating results, or financial condition. Our expenses could increase and our relationships with our customers could be hurt if there is an adverse change in our relationships with our equipment suppliers or if our suppliers are unable to provide us with products we rely on to generate revenues. If we are unable to collect on contracts with customers, our operating results would be adversely affected. If our operating costs increase as our rental fleet ages and we are unable to pass along such costs, our earnings will decrease. Our operational and cost reduction measures may not generate the improvements and efficiencies we expect. The cost of new equipment we use in our rental fleet could increase and therefore we may spend more for replacement equipment, and in some cases we may not be able to procure equipment on a timely basis due to supplier constraints. 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. 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. 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. 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. We may be unable to maintain an effective system of internal control over financial reporting and comply with Section 404 of the Sarbanes-Oxley Act of 2002 and other related provisions of the U.S. securities laws. Environmental, health and safety laws, regulations and requirements and the costs of complying with them, or any liability or obligation imposed under them, could adversely affect our financial position, results of operations or cash flow. Our costs of doing business could increase as a result of changes in U.S. federal, state or local regulations. We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business. Certain existing stockholders of RSC Holdings have significant control over our company and large ownership positions that could be sold, transferred or distributed. 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. 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. 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. 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. 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. Our certificate of incorporation, by-laws and Delaware law may discourage takeovers and business combinations that our stockholders might consider in their best interests.

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1389305--2/16/2010--RSC_Holdings_Inc.