10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

Mark one:

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the eleven months ended December 31, 2005

Or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file numbers:

001-32701

333-127115

EMERGENCY MEDICAL SERVICES CORPORATION

EMERGENCY MEDICAL SERVICES L.P.

(Exact name of Registrant as Specified in its Charter)

Delaware	20-3738384 20-2076535
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
6200 S. Syracuse Way Suite 200 Greenwood Village, CO	80111
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 303-495-1200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Class A Common Stock, $.01 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨ Accelerated filer  ¨ Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of December 31, 2005, 9,247,200 shares of the Company’s class A common stock, par value $0.01 per share, were outstanding. As of December 31, 2005, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company, computed by reference to the closing price for the registrant’s class A common stock, on the New York Stock Exchange on such date was approximately $123.9 million (9,247,200 shares at a closing price per share of $13.40).

Shares of class A common stock outstanding at March 8, 2006 — 9,247,200; shares of class B common stock outstanding at March 8, 2006 — 142,545; LP exchangeable units outstanding at March 8, 2006 — 32,107,500,

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’s definitive proxy statement to be used in connection with its 2006 Annual Meeting of Stockholders and to be filed within 120 days of December 31, 2005 are incorporated by reference into Part III, Items 10-14, of this Form 10-K.

EMERGENCY MEDICAL SERVICES CORPORATION

INDEX TO ANNUAL REPORT

ON FORM 10-K

FOR THE ELEVEN MONTHS ENDED

DECEMBER 31, 2005

			Page
FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT RESULTS			3
PART 1.			4
	ITEM 1.	BUSINESS	4
	ITEM 1A.	RISK FACTORS	39
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	55
	ITEM 2.	PROPERTIES	55
	ITEM 3.	LEGAL PROCEEDINGS	55
	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	57
PART II.			58
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	58
	ITEM 6.	SELECTED FINANCIAL DATA	62
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	65
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	92
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	92
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	92
	ITEM 9A.	CONTROLS AND PROCEDURES	92
	ITEM 9B.	OTHER INFORMATION	92
PART III.			93
	ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	93
	ITEM 11.	EXECUTIVE COMPENSATION	93
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	93
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	93
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	93
PART IV.			94
	ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	94
SIGNATURES			98

EMERGENCY MEDICAL SERVICES CORPORATION

ANNUAL REPORT ON FORM 10-K

FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT RESULTS

This Annual Report on Form 10-K contains “forward-looking statements.” Forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue,” or other similar words. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties, both known and unknown. Our actual results may vary materially from those anticipated in forward-looking statements. We caution investors not to place undue reliance on any forward-looking statements.

Important factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to:

• the impact on our revenue of changes in transport volume, mix of insured and uninsured patients, and third party reimbursement rates,

• the adequacy of our insurance coverage and insurance reserves,

• potential penalties or changes to our operations if we fail to comply with extensive and complex government regulation of our industry,

• our ability to recruit and retain qualified physicians and other healthcare professionals, and enforce our non-compete agreements with our physicians,

• the effect of changes in rates or methods of third party reimbursement,

• our ability to generate cash flow to service our debt obligations,

• the cost of capital expenditures to maintain and upgrade our vehicle fleet and medical equipment,

• the loss of services of one or more members of our senior management team,

• the outcome of government investigations of certain of our business practices,

• our ability to successfully restructure our operations to comply with future changes in government regulation,

• our ability to perform services previously performed for us by Laidlaw,

• the loss of existing contracts and the accuracy of our assessment of costs under new contracts,

• the high level of competition in our industry,

• our ability to maintain or implement complex information systems,

• our ability to implement our business strategy,

• our ability to obtain adequate bonding coverage, and

• our ability to successfully integrate strategic acquisitions, if any.

These factors are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. Except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Readers should review carefully Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K for a more complete discussion of these and other factors that may affect our business.

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PART 1.

ITEM 1. BUSINESS

Company Overview

Emergency Medical Services Corporation (“EMSC”, “we”, “us”, “our”, or the “Company”) is a leading provider of emergency medical services in the United States. We operate our business and market our services under the AMR and EmCare brands, which represent American Medical Response, Inc. and EmCare Holdings Inc., respectively. AMR, with 50 years of operating history, is the leading provider of ambulance services in the United States based on net revenue and number of transports. EmCare, with 33 years of operating history, is the leading provider of outsourced emergency department staffing and related management services in the United States, based on number of contracts with hospitals and affiliated physician groups. Approximately 87% of our net revenue for the eleven months ended December 31, 2005 (referred to herein as “fiscal 2005”) was generated under exclusive contracts. During the eleven months ended December 31, 2005, we provided emergency medical services to approximately 8.8 million patients in more than 2,000 communities nationwide and generated net revenue of $1.655 billion, of which AMR and EmCare represented 64% and 36%, respectively. All references in this Item to number of contracts and employees are as of December 31, 2005.

We offer a broad range of essential emergency medical services through our two business segments:

	AMR	EmCare
Core Services:	Pre- and post-hospital medical transportation	Hospital-based services
	Emergency (“911”) ambulance transports	Emergency department staffing and related management services
	Non-emergency ambulance transports	Hospitalist and radiology services
Customers:	Communities	Hospitals
	Government agencies	Independent physician groups
	Healthcare facilities	Attending medical staff
	Insurers
National Market Position:	#1 provider of ambulance transports	#1 provider of outsourced emergency department services
	8% share of total ambulance market	6% share of emergency department services market
	21% of private provider ambulance market	9% of outsourced emergency department services market
Number of Contracts: at December 31, 2005	155 “911” contracts 2,700 non-emergency transport contracts	335 hospital contracts
Volume for eleven months ending December 31, 2005:	3.2 million transports	5.6 million patient visits

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General Development of our Business

Company History

American Medical Response, Inc., or AMR, was founded in 1992 through the consolidation of several well-established regional ambulance companies, and since then has grown through more than 200 acquisitions. In February 1997, AMR merged with another leading ambulance company and became the largest ambulance service provider in the United States.

EmCare Holdings Inc., or EmCare, was founded in Dallas, Texas in 1972 and initially grew by providing emergency department staffing and related management services to larger hospitals in the Texas marketplace. EmCare then expanded its presence nationally, primarily through a series of acquisitions in the 1990’s.

AMR and EmCare were acquired by Laidlaw International, Inc., previously Laidlaw Inc. (“Laidlaw”), in 1997 and became wholly-owned subsidiaries.

Effective January 31, 2005, an investor group led by Onex Partners LP and Onex Corporation (“Onex”), and including members of our management, purchased our operating subsidiaries — AMR and EmCare — from Laidlaw through a holding company, Emergency Medical Services L.P., or EMS LP, a limited partnership formed at the time of this acquisition.

The purchase price for AMR and EmCare totaled $828.8 million. We funded the purchase price and related transaction costs with equity contributions of $219.2 million, the issuance and sale of $250.0 million principal amount of our senior subordinated notes and borrowings under our senior secured credit facility, including a term loan of $350.0 million and $20.2 million under our revolving credit facility.

From the completion of our acquisition of AMR and EmCare we operated through the holding company, EMS LP, until the formation of EMSC, which is a Delaware corporation. A re-organization was effected concurrently with our initial public offering of common stock on December 21, 2005 which resulted in AMR, EmCare and EMS LP becoming subsidiaries of EMSC, and EMSC controlling 100% of the voting power of EMS LP. We own 22.6%, and Onex owns 77.4%, of the equity in EMS LP. Onex’s equity interest is held through LP exchangeable units that are immediately exchangeable for, and substantially equivalent to, our class B common stock.

We used $99.1 million of the net proceeds from our initial public offering of class A common stock to repay amounts outstanding under our senior secured credit facility.

Description of our Business

Industry

According to the Centers for Medicare and Medicaid Services, or CMS, national healthcare spending increased 7.3% to $1.7 trillion in 2003, and increased 8.6% in 2002. This represents faster growth than the overall economy, which grew 4.8% and 3.4% during 2003 and 2002, respectively, as measured by the growth of the gross domestic product. As of the date of this Form 10-K, fiscal 2004 and 2005 statistics are not available.

Hospital care represents the largest individual segment of the healthcare industry, accounting for an estimated 30.8% of total healthcare spending in 2003. Hospital care expenditures increased 5.1% to $511 billion in 2003. CMS estimates that hospital care expenditures will increase to approximately $934 billion by 2013, representing a compound annual growth rate of 6.1% from 2003. The aging population and longer life expectancy are increasing demand for healthcare services in the United States, and hospitals are expected to be among the principal beneficiaries.

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Emergency Medical Services Industry

We operate in the ambulance and emergency department services markets, two large and growing segments of the emergency medical services market. By law, most communities are required to provide emergency ambulance services and most hospitals are required to provide emergency department services. Emergency medical services are a core component of the range of care a patient could potentially receive in the pre-hospital and hospital-based settings. Accordingly, we believe that expenditures for emergency medical services will continue to correlate closely to growth in the U.S. hospital market. Approximately 43% of all hospital admissions originated from the emergency department in 2003, and a substantial portion of patients enter the emergency department by way of ambulance transport. We believe that the following key factors will continue to drive growth in our emergency medical services markets:

• Increase in outsourcing. Communities, government agencies and healthcare facilities are under significant pressure both to improve the quality and to reduce the cost of care. The outsourcing of certain medical services has become a preferred means to alleviate these pressures.

• From 2000 to 2003, we believe outsourced emergency department services increased from 55% to 67% of total emergency department services.

• From 1999 to 2003, the percentage of emergency medical transportation services supplied by private ambulance providers increased from 34% to 39% in the country’s largest 200 cities.

• Favorable demographics. The growth and aging of the population will be a significant demand driver for healthcare services, and we believe it will result in an increase in ambulance transports, emergency department visits and hospital admissions.

• The U.S. Census Bureau estimates that the number of Americans over 65 will increase to 39 million by 2010 from 31 million in 1990. It is also expected that Americans over the age of 65 will increase from one in eight Americans in 2000 to one in five by 2030.

• A 2003 CDC Emergency Department Summary noted that patients aged 65 or over represent 38% of patients delivered to emergency departments by ambulance. Emergency department visits for persons aged 65 or over increased to 17.5 million in 2003, a 26% increase from 1993.

• Increased federal funding for disaster preparedness and other federal programs. The United States government has increased its focus on our nation’s ability to respond quickly and effectively to emergencies, including both terrorist attacks and natural disasters. Federal programs, such as Homeland Security, FEMA and funding for services for undocumented aliens, have made increased funding available for emergency services.

Additional factors that may affect the emergency medical services industry are described elsewhere in this report. See Item 1A, “Risk Factors — Risk Factors Related to Healthcare Regulation” and “Business — Regulatory Matters.”

Ambulance Services

We believe the ambulance services market represents annual expenditures of approximately $12 billion. The ambulance services market is highly fragmented, with more than 14,000 private, public and not-for-profit service providers accounting for an estimated 36 million ambulance transports in 2004. There are a limited number of regional ambulance providers and we are one of only two national ambulance providers.

Ambulance services encompass both 911 emergency response and non-emergency transport services, including critical care transfers, wheelchair transports and other inter-facility transports. Emergency response services include the dispatch of ambulances equipped with life support equipment and staffed with paramedics and/or emergency medical technicians, or EMTs, to provide immediate medical care to injured or ill patients. Non-emergency services utilize paramedics and EMTs to transport patients between healthcare facilities or

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between facilities and patient residences. Given demographic trends, we expect the total number of ambulance transports to continue to grow at a steady rate of 1% to 2% per year.

911 emergency response services are provided primarily under long-term contracts with communities and government agencies. Non-emergency services generally are provided pursuant to non-exclusive contracts with healthcare facilities, managed care and insurance companies. Usage tends to be controlled by the facility discharge planners, nurses and physicians who are responsible for requesting transport services. Non-emergency services are provided primarily by private ambulance companies. Quality of service, dependability and name recognition are critical factors in winning non-emergency business.

Due to increased demand for effective use of technology, cost-efficient services, improved patient outcomes and emergency preparedness and response, we believe that the current trend by communities and hospitals to outsource ambulance services will contribute to growth for private providers. According to the Journal of Emergency Medical Services, the percentage of emergency medical transportation services delivered by private ambulance providers in the nation’s 200 largest cities increased from 34% in 1999 to 39% in 2003. Furthermore, we expect private providers to benefit as hospitals continue to outsource more of their ambulance services due to changes in reimbursement rates and increased use of outpatient services.

Emergency Department Services

We believe the physician reimbursement component of the emergency department services market represents annual expenditures of approximately $10 billion. There are approximately 4,700 hospitals in the United States that operate emergency departments, of which approximately 67% of these hospitals outsource their physician staffing and management for this department. The market for outsourced emergency department staffing and related management services is highly fragmented, with more than 800 national, regional and local providers. We believe we are one of only five national providers.

Between 1993 and 2003, the total number of patient visits to hospital emergency departments increased from 90.3 million to 113.9 million, an increase of 26%. At the same time, the number of hospital emergency departments declined 12%. As a result, the average number of patient visits per hospital emergency department increased substantially during that period. We believe these trends are resulting in an increased focus by hospitals on their emergency departments. As the per hospital demand for emergency department visits continues to increase, we believe that more hospitals will turn to well-established providers, such as EmCare, which have a demonstrated track record of improving productivity and efficiency while providing high quality care.

Business Segments and Services

We operate our business and market our services under our two business segments: AMR and EmCare. We provide ambulance transport services in 35 states and the District of Columbia and provide services to emergency department and hospitalist programs in 39 states.

We believe that our operational structure enhances service delivery and maintains favorable contact with key decision-makers and community leaders. Each region provides operational support and management of our local business operating sites and facilities. Our regional management is responsible for growing the business in the region, overseeing key community and facility relationships, managing labor and employee relations and providing regional support activities to our operating sites.

We provide strategic direction and planning, centralized financial support, payroll administration, legal services, human resources, coordinated marketing and purchasing efforts and risk management through our National Resource Center. We also support our operating sites with integrated information systems and standardized procedures that enable us to efficiently manage the billing and collections processes.

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The following is a detailed business description for our two business segments.

AMERICAN MEDICAL RESPONSE

American Medical Response, Inc., or AMR, is the leading provider of ambulance services in the United States. AMR and our predecessor companies have a long history in emergency medical services, having provided services to some communities for more than 50 years. As of December 31, 2005 we had an 8% share of the total ambulance services market and a 21% share of the private provider ambulance market. During the eleven months ended December 31, 2005, AMR treated and transported approximately 3.2 million patients in 35 states utilizing more than 4,400 vehicles that operated out of more than 200 sites. AMR has approximately 2,900 contracts with communities, government agencies, healthcare providers and insurers to provide ambulance transport services. AMR’s broad geographic footprint enables us to contract on a national and regional basis with managed care and insurance companies. AMR has made significant investments in technology, customer service programs, employee training and risk mitigation programs to deliver a compelling value proposition to our customers, which has led to what we believe is our industry-leading contract retention rate of 99% and significant new contract wins for the eleven months ended December 31, 2005.

For the eleven months ended December 31, 2005, approximately 58% of AMR’s net revenue was generated from emergency 911 ambulance services, which include treating and stabilizing patients, transporting the patient to a hospital or other healthcare facility and providing attendant medical care en-route. Non-emergency ambulance services, including critical care transfer, wheelchair transports and other interfacility transports, accounted for 32% of AMR’s net revenue for the same period, with the balance generated from the provision of training, dispatch centers and other services to communities and public safety agencies.

As derived from our annual consolidated or combined financial statements found elsewhere in this report, AMR’s revenues, income from operations, and total assets were as follows for each of the periods indicated (amounts in thousands):

	As of and for the
	Eleven months ended December 31, 2005		Five months ended January 31, 2005		Year ended August 31,
					2004		2003
Net revenue	$	1,059,725	$	455,059	$	1,054,800	$	1,007,151
Income from operations		49,314		17,465		41,928		16,694
Total assets		807,874		645,441		628,635		605,268

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information on AMR’s financial results.

We have been instrumental in the development of protocols and policies applicable to the emergency services industry. We believe our key business competencies in communications and logistics management and our partnerships with local fire departments enable us to operate profitably in both large and small communities and position us to continue our growth organically.

We provide substantially all of our ambulance services under our AMR brand name. We operate under other names when required to do so by local statute or contractual agreement.

Services

We provide a full range of emergency and non-emergency ambulance transport and related services, which include:

Emergency Response Services (911). We provide emergency response services primarily under long-term exclusive contracts with communities and hospitals. Our contracts typically stipulate that we must respond to

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911 calls in the designated area within a specified response time. We utilize two types of ambulance units — Advanced Life Support, or ALS, units and Basic Life Support, or BLS, units. ALS units, which are staffed by two paramedics or one paramedic and an emergency medical technician, or EMT, are equipped with high-acuity life support equipment such as cardiac monitors, defibrillators and oxygen delivery systems, and carry pharmaceutical and medical supplies. BLS units are generally staffed by two EMTs and are outfitted with medical supplies and equipment necessary to administer first aid and basic medical treatment. The decision to dispatch an ALS or BLS unit is determined by our contractual requirements, as well as by the nature of the medical situation.

Under certain of our 911 emergency response contracts, we are the first responder to an emergency scene. However, under most of our 911 contracts, the local fire department is the first responder. In these situations, the fire department typically begins stabilization of the patient. Upon our arrival, we continue stabilization through the provision of attendant medical care and transport the patient to the closest appropriate healthcare facility. In certain communities where the fire department historically has been responsible for both first response and emergency services, we seek to develop public/private partnerships with fire departments rather than compete with them to provide the emergency transport service. These partnerships emphasize collaboration with the fire departments and afford us the opportunity to provide 911 emergency services in communities that, for a variety of reasons, may not otherwise have outsourced this service to a private provider. In most instances, the provision of emergency services under our partnerships closely resembles that of our most common 911 contracts described above. The public/private partnerships lower our costs by reducing the number of full-time paramedics we would otherwise require. We estimate that the 911 contracts that encompass these public/private partnerships represented approximately 18% of AMR’s net revenue for the eleven months ended December 31, 2005.

Non-Emergency Transport Services. With non-emergency services, we provide transportation to patients requiring ambulance or wheelchair transport with varying degrees of medical care needs between healthcare facilities or between healthcare facilities and their homes. Unlike emergency response services, which typically are provided by communities or private providers under exclusive or semi- exclusive contracts, non-emergency transportation usually involves multiple contract providers at a given facility, with one or more of the competitors designated as the “preferred” provider. Non-emergency transport business generally is awarded by a healthcare facility, such as a hospital or nursing home, or a healthcare payor, such as an HMO, managed care organization or insurance company.

Non-emergency transport services include: (i) inter-facility critical care transport, (ii) wheelchair and stretcher-car transports, and (iii) other inter-facility transports.

• Critical care transports are provided to medically unstable patients (such as cardiac patients and neonatal patients) who require critical care while being transported between healthcare facilities. Critical care services differ from ALS services in that the ambulance may be equipped with additional medical equipment and may be staffed by one of our medical specialists or by an employee of a healthcare facility to attend to a patient’s specific medical needs.

• Wheelchair and stretcher-car transports are non-medical transportation provided to handicapped and certain non-ambulatory persons in some service areas. In providing this service, we use vans that contain hydraulic wheelchair lifts or ramps operated by drivers who generally are trained in cardiopulmonary resuscitation, or CPR.

• Other inter-facility transports, that require advanced or basic levels of medical supervision during transfer, may be provided when a home-bound patient requires examination or treatment at a healthcare facility or when a hospital inpatient requires tests or treatments (such as magnetic resonance imaging, or MRI, testing, CAT scans, dialysis or chemotherapy treatment) available at another facility. We use ALS or BLS ambulance units to provide general ambulance services depending on the patient’s needs.

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Other Services. In addition to our 911 emergency and non-emergency ambulance services, we provide the following services:

• Dispatch Services. Our dispatch centers manage our own calls and, in certain communities, also manage dispatch centers for public safety agencies, such as police and fire departments, aeromedical transport programs and others.

• Event Medical Services. We provide medical stand-by support for concerts, athletic events, parades, conventions, international conferences and VIP appearances in conjunction with local and federal law enforcement and fire protection agencies. We have contracts to provide stand-by support for numerous sports franchises, as well as for various NASCAR events, Hollywood production studios and other specialty events.

• Managed Transportation Services. Managed care organizations and insurance companies contract with us to manage various of their medical transportation-related needs, including call-taking and scheduling, management of a network of transportation providers and billing and reporting through our internally developed systems.

• Paramedic Training. We own and operate National College of Technical Instruction, or NCTI, the largest paramedic training school in the United States and the only accredited institution of its size, with over 500 graduates each year.

Medical Personnel and Quality Assurance

Approximately 72% of our 18,600 employees have daily contact with patients, including approximately 5,300 paramedics, 7,700 EMTs and 300 nurses. Paramedics and EMTs must be state-certified to transport patients and perform emergency care services. Certification as an EMT requires completion of a minimum of 140 hours of training in a program designated by the United States Department of Transportation, such as those offered at our training institute, NCTI. Once this program is completed, state-certified EMTs are then eligible to participate in a state-certified paramedic training program. The average paramedic program involves over 1,000 hours of academic training in advanced life support and assessment skills.

In most communities, local physician advisory boards develop medical protocols to be followed by paramedics and EMTs in a service area. In addition, instructions are conveyed on a case-by-case basis through direct communications between the ambulance crew and hospital emergency room physicians during the administration of advanced life support procedures. Both paramedics and EMTs must complete continuing education programs and, in some cases, state supervised refresher training examinations to maintain their certifications.

We maintain a commitment to provide high quality pre- and post-hospital emergency medical care. In each location in which we provide services, a medical director, who usually is a physician associated with a hospital we serve, monitors adherence to medical protocol and conducts periodic audits of the care provided. In addition, we hold retrospective care audits with our employees to evaluate compliance with medical and performance standards.

Our commitment to quality is reflected in the fact that 15 of our dispatch centers across the country are accredited by the Commission on Accreditation of Ambulance Services, or CAAS, representing 15% of the total CAAS accredited centers. CAAS is a joint program between the American Ambulance Association and the American College of Emergency Physicians. The accreditation process is voluntary and evaluates numerous qualitative factors in the delivery of services. We believe communities and managed care providers increasingly consider accreditation as one of the criteria in awarding contracts.

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Billing and Collections

Our internal patient billing services, or PBS, offices located across the United States invoice and collect for our services. We receive payment from the following sources:

• the federal and state governments, primarily under the Medicare and Medicaid programs,

• health maintenance organizations, preferred provider organizations and private insurers,

• individual patients, and

• community subsidies and fees.

The table below presents the approximate percentages of AMR’s net revenue from the following sources:

	Percentage of AMR Net Revenue
	Eleven Months Ended December 31, 2005		Year Ended August 31,
			2004		2003
Medicare	31	%	33	%	33	%
Medicaid	6		6		6
Commercial insurance/ managed care	47		45		44
Self-pay	5		5		6
Subsidies/ fees	11		11		11
Total net revenue	100	%	100	%	100	%

See “Business — Regulatory Matters — Medicare, Medicaid and Other Government Program Reimbursement” for additional information on reimbursement from Medicare, Medicaid and other government-sponsored programs.

We have substantial experience in processing claims to third party payors and employ a billing staff trained in third party coverage and reimbursement procedures. Our integrated billing and collection systems allow us to tailor the submission of claims to Medicare, Medicaid and certain other third party payors and has the capability to electronically submit claims to the extent third party payors’ systems permit. This system also provides for tracking of accounts receivable and status pending payment. When collecting from individuals, we sometimes use an automated dialer that pre-selects and dials accounts based on their status within the billing and collection cycle, which we believe improves our collection rate.

Companies in the ambulance services industry maintain significant provisions for doubtful accounts compared to companies in other industries. Collection of complete and accurate patient billing information during an emergency service call is sometimes difficult, and incomplete information hinders post-service collection efforts. In addition, we cannot evaluate the creditworthiness of patients requiring emergency transport services. Our allowance for doubtful accounts generally is higher for transports resulting from emergency ambulance calls than for non-emergency ambulance requests. See Item 1A, “Risk Factors — Risk Factors Related to Healthcare Regulation — Changes in the rates or methods of third party reimbursements may adversely affect our revenue and operations.”

State licensing requirements, as well as contracts with communities and healthcare facilities, typically require us to provide ambulance services without regard to a patient’s insurance coverage or ability to pay. As a result, we often receive partial or no compensation for services provided to patients who are not covered by Medicare, Medicaid or private insurance. The anticipated level of uncompensated care and uncollectible accounts is considered in negotiating a government-paid subsidy to provide for uncompensated care, and permitted rates under contracts with a community or government agency.

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A significant portion of our ambulance transport revenue is derived from Medicare payments. The Balanced Budget Act of 1997, or BBA, modified Medicare reimbursement rates for emergency transportation with the introduction of a national fee schedule. The BBA provided for a phase-in of the national fee schedule by blending the new national fee schedule rates with ambulance service suppliers’ pre-existing “reasonable charge” reimbursement rates. The BBA provided for this phase-in period to begin on April 1, 2002, with full transition to the national fee schedule rates to be effective January 1, 2006. In some regions, the national fee schedule would have resulted in a decrease in Medicare reimbursement rates of approximately 25% by the end of the phase-in period. Partially in response to the dramatic decrease in rates dictated by the BBA in some regions, the Medicare Modernization Act established regional rates, certain of which are higher than the BBA’s national rates, and provided for the blending of the regional and national rates until January 1, 2010. Other rate provisions included in the Medicare Modernization Act provide further temporary mitigation of the impact of the BBA decreases, including a provision that provides for 1% to 2% increases for blended rates for the period from January 1, 2004 through December 31, 2006. Because the Medicare Modernization Act relief is of limited duration, we will continue to pursue strategies to offset the decreases mandated by the BBA, including seeking fee and subsidy increases.

We estimate that the impact of the ambulance service rate decreases under the national fee schedule mandated under the BBA, as modified by the phase-in provisions of the Medicare Modernization Act, resulted in a decrease in AMR’s net revenue for the fiscal years ended August 31, 2003 and 2004 of approximately $20 million and $11 million, respectively, resulted in an increase in AMR’s net revenue of approximately $16 million during calendar year 2005, and will result in a decrease in AMR’s net revenue of approximately $18 million in 2006. Based upon the current Medicare transport mix, we expect a further decrease in our net revenue totaling approximately $11 million for the period 2007 through 2010. We have been able to substantially mitigate the phase-in reductions of the BBA through additional fee and subsidy increases. As a 911 emergency response provider, we are uniquely positioned to offset changes in reimbursement by requesting increases in the rates we are permitted to charge for 911 services from the communities we serve. In response, these communities often permit us to increase rates for ambulance services from patients and their third party payors in order to ensure the maintenance of required community-wide 911 emergency response services. While these rate increases do not result in higher payments from Medicare and certain other public or private payors, overall they increase our revenue.

See “Regulatory Matters — Medicare, Medicaid and Other Government Program Reimbursement” for additional information on reimbursement from Medicare, Medicaid and other government-sponsored programs.

Contracts

As of December 31, 2005, we had approximately 155 contracts with communities and government agencies to provide 911 emergency response services. Contracts with communities to provide emergency transport services are typically exclusive, three to five years in length and generally are obtained through a competitive bidding process. In some instances where we are the existing provider, communities elect to renegotiate existing contracts rather than initiate new bidding processes. Our 911 contracts often contain options for earned extensions or evergreen provisions. We have improved our contract retention rate to 99% for fiscal 2005 compared to 81% in fiscal 2001. In fiscal year ended December 31, 2005, our top ten 911 contracts accounted for approximately $273.5 million, or 25.8% of AMR’s net revenue. We have served these ten customers on a continual basis for an average of 34 years.

Our 911 emergency response contracts typically specify maximum fees we may charge and set forth minimum requirements, such as response times, staffing levels, types of vehicles and equipment, quality assurance and insurance coverage. Communities and government agencies may also require us to provide a performance bond or other assurances of financial responsibility. The rates we are permitted to charge for services under a contract for emergency ambulance services and the amount of the subsidy, if any, we receive from a community or government agency depend in large part on the nature of the services we provide, payor mix and performance requirements.

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We have approximately 2,700 contracts to provide non-emergency ambulance services with hospitals, nursing homes and other healthcare facilities that require a stable and reliable source of medical transportation for their patients. These contracts typically designate us as the preferred ambulance service provider of non-emergency ambulance services to those facilities and permit us to charge a base fee, mileage reimbursement, and additional fees for the use of particular medical equipment and supplies. We also provide a significant portion of our non-emergency transports to facilities and organizations in competitive markets without specific contracts.

Non-emergency transports often are provided to managed care or insurance plan members who are stabilized at the closest available hospital and are then moved to facilities within their health plan’s network. We believe the increased prevalence of managed care benefits larger ambulance service providers, which can service a higher percentage of a managed care provider’s members. This allows the managed care provider to reduce its number of vendors, thus reducing administrative costs and allowing it to negotiate more favorable rates with healthcare facilities. Our scale and broad geographic footprint enable us to contract on a national and regional basis with managed care and insurance companies. We have contracts with large healthcare networks and insurers including Kaiser, Aetna, Healthnet, Cigna and SummaCare.

We believe that communities, government agencies, healthcare facilities, managed care companies and insurers consider the quality of care, historical response time performance and total cost to be among the most important factors in awarding and renewing contracts.

Dispatch and Communications

Dispatch centers control the deployment and dispatch of ambulances in response to calls through the use of sophisticated communications equipment 24 hours a day, seven days a week. In many operating sites, we communicate with our vehicles over dedicated radio frequencies licensed by the Federal Communications Commission. In certain service areas with a large volume of calls, we analyze data on traffic patterns, demographics, usage frequency and similar factors with the aid of System Status Management, or SSM technology, to help determine optimal ambulance deployment and selection. In addition to dispatching our own ambulances, we also provide dispatching service for 52 communities where we are not an ambulance service provider. Our dispatch centers are staffed by EMTs and other experienced personnel who use local medical protocols to analyze and triage a medical situation and determine the best mode of transport.

Emergency Transport. Depending on the emergency medical dispatch system used in a designated service area, the public authority that receives 911 emergency medical calls either dispatches our ambulances directly from the public control center or communicates information regarding the location and type of medical emergency to our control center which, in turn, dispatches ambulances to the scene. While the ambulance is en-route to the scene, the ambulance receives information concerning the patient’s condition prior to the ambulance’s arrival at the scene. Our communication systems allow the ambulance crew to communicate directly with the destination hospital to alert hospital medical personnel of the arrival of the patient and the patient’s condition and to receive instructions directly from emergency room personnel on specific pre-hospital medical treatment. These systems also facilitate close and direct coordination with other emergency service providers, such as the appropriate police and fire departments, that also may be responding to a call.

Non-Emergency Transport. Requests for non-emergency transports typically are made by physicians, nurses, case managers and hospital discharge coordinators who are interested primarily in prompt ambulance arrival at the requested pick-up time. We are also offering on-line, web-enabled transportation ordering to certain facilities. We use our Millennium software to track and manage requests for transportation services for large healthcare facilities and managed care companies.

Management Information Systems

We support our regions with integrated information systems and standardized procedures that enable us to efficiently manage the billing and collections processes and financial support functions. Our recently developed

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technology solutions provide information for operations personnel, including real-time operating statistics, tracking of strategic plan initiatives, electronic purchasing and inventory management solutions.

We have three management information systems that we believe have significantly enhanced our operations — our e-PCR technology, our Millennium call-taking system and our SSM ambulance positioning system.

e-PCR. In those operating sites where we have implemented it, our e-PCR technology has enhanced the process of capturing clinical patient data. The electronic record replaces the paper patient care record and provides the paramedic with clinical flowcharts to document each assessment and procedure performed. The technology also integrates patient clinical and demographic information with billing information, allowing the ambulance crew to ensure that patient information is updated at the scene. Billing information can be transmitted electronically while the ambulance is en-route, thus reducing the billing cycle time and the cost associated with the manual input of patient care record information. Our initial implementation of this technology has improved our ability to capture billable revenue and decrease our billing costs. We currently employ e-PCR technology on ruggedized laptops in eight of our operating sites and we plan to implement it in four additional operating sites through 2006. This technology currently is available in operating sites that accounted for approximately 10% of AMR’s ambulance transports and approximately 13% of AMR’s net revenue for the eleven months ended December 31, 2005.

Millennium. Our proprietary Millennium system is a call-taking application that tracks and manages requests for transportation services for large healthcare facilities and managed care companies. The system is designed to make certain medical necessity and benefit level determinations prior to transport. These determinations can be customized to fit an individual customer’s needs. Customers call a single toll-free telephone number and are routed to the appropriate AMR call center. The telephone system is integrated into the Millennium application, which gives the answering agent specific call information, including customized greetings, patient information and priority of the call. The system logic verifies whether the transport is authorized by the health plan. If the transport is determined to be appropriate, the system then assigns a response time and level of service based on the information obtained from the requestor. For the eleven months ended December 31, 2005, we utilized Millennium for approximately 201,000 transactions resulting in 194,000 transports in the period.

SSM. Our SSM technology enables us to use historical data on fleet usage patterns to predict where our emergency transport services are likely to be required. SSM also creates a visual display of current demand, allowing us to position our ambulance units more effectively. This flexible deployment allows us to improve response times and increase asset utilization. Additionally, we have recently begun to implement “real-time” SSM. This state-of-the-art SSM technology will allow us to continuously position our ambulances in optimized locations, thereby further improving response times and maximizing asset utilization.

Sales and Marketing

Our 100-person sales and marketing team is comprised of two distinct groups — one focused primarily on contract retention and the other on generating new sales. Many of our sales and marketing employees are former paramedics or EMTs who began their careers in the emergency transportation industry and are therefore well-qualified to understand the needs of our customers. Our sales force is incentivized through a compensation package that includes base salary and bonus potential based on achieving specified performance targets.

We continue to seek expansion in both the geographic markets we serve and the scope of services we provide in existing markets. Ownership of the local emergency response contract can be advantageous to us when bidding for non-emergency business, because our existing fleet of ambulances and dispatch centers maintained for emergency response can also be used for non-emergency business. For the same reason, our ownership of a successful non-emergency business can be advantageous to us when trying to unseat an incumbent emergency response operator or to obtain a contract in a newly privatized market.

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We respond to requests for proposals that generally include demographic information of the community or facilities, response time parameters, vehicle and equipment requirements, the length of the contract, the minimum qualifications of bidders, billing information, selection criteria and the format to be followed in the bid. Prior to responding to a request for proposal, AMR’s management team ensures that the proposal is in line with certain financial and service parameters. Management evaluates all aspects of each proposal, including financial projections, staffing models, resource requirements and competition, to determine how to best achieve our business objectives and the customer goals.

Risk Management

We are committed to the safety of our employees and the patients and communities we serve. Our commitment is manifested in our World Class Safety Program, which has gained distinction with the National Safety Council and has served as a benchmark for other companies. This program consists of two important goals:

• To be the leader for safety in the emergency medical services industry, and

• To be recognized as a leader for safety among all industries.

Our World Class Safety Program is built upon five important components:

• Selecting highly qualified employees,

• Providing exemplary safety policies and programs to control losses,

• Effective training and education programs,

• Accountability of management and employees for safety of the operation, and

• Continuous review of new opportunities and existing programs for improvement.

We train and educate all new employees about our safety programs including, among others, emergency vehicle operations, various medical protocols, use of equipment and patient focused care and advocacy. Our safety training also involves continuing education programs and a monthly safety awareness campaign. We also work directly with manufacturers to design equipment modifications that enhance both patient and clinician safety.

Our safety and risk management team develops and executes strategic planning initiatives focused on mitigating the factors that drive losses in our operations. We aggressively investigate and respond to all incidents we believe may result in a claim. Operations supervisors submit documentation of such incidents to the third party administrator handling the claim. We have a dedicated liability unit with our third party administrator which actively engages with our staff to gain valuable information for closure of claims. Information from the claims database is an important resource for identifying trends and developing future safety initiatives.

We utilize an on-board monitoring system, RoadSafety, which measures operator performance against our safe driving standards. Our operations using RoadSafety have experienced improved driving behaviors within 90 days of installation. RoadSafety has been implemented in approximately 60% of our vehicles in emergency response markets.

Competition

Our predominant competitors are fire departments, with 38% of the ambulance transport services market. Firefighters have traditionally acted as the first responders during emergencies, and in many communities provide emergency medical care and transport as well. In many communities we have established public/private partnerships, in which we integrate our transport services with the first responder services of the local fire department. We believe these public/private partnerships provide a model for us to collaborate, rather than compete, with fire departments to increase the number of communities we serve.

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Competition in the ambulance transport market is based primarily on:

• pricing,

• the ability to improve customer service, such as on-time performance and efficient call intake,

• the ability to recruit, train and motivate employees, particularly ambulance crews who have direct contact with patients and healthcare personnel, and

• billing and reimbursement expertise.

Our largest competitor, Rural/Metro Corporation, is the only other national provider of ambulance transport services and generates ambulance transport revenue less than half of AMR’s net revenue. Other private provider competitors include Southwest Ambulance in Arizona and New Mexico, Acadian Ambulance Service in Louisiana and small, locally owned operators that principally serve the inter-facility transport market.

Insurance

Workers Compensation, Auto and General Liability. For periods prior to September 1, 2001, we were fully-insured for our workers compensation, auto and general liability programs through Laidlaw’s captive insurance program. We have retained liability for the first $1 million to $2 million of the loss under these programs since September 1, 2001, through ACE American Insurance Co. and Laidlaw’s captive insurance program during this period. Generally, our umbrella policies covering claims that exceed our deductible levels have an annual cap of approximately $100 million.

Professional Liability. For periods prior to April 15, 2001, we are insured for our professional liability claims through third party insurers. Since April 15, 2001, we have a self-insured retention for our professional liability coverage, which covers the first $2 million for the policy year ending April 15, 2002, and covers the first $5 to $5.5 million for policy periods after April 15, 2002. In addition, we have umbrella policies with third party insurers covering claims exceeding these retention levels with an aggregate cap of $10 million for each separate policy period.

Environmental Matters

We are subject to federal, state and local laws and regulations relating to the presence of hazardous materials and pollution and the protection of the environment, including those governing emissions to air, discharges to water, storage, treatment and disposal of wastes, including medical waste, remediation of contaminated sites, and protection of worker health and safety. We believe our current operations are in substantial compliance with all applicable environmental requirements and that we maintain all material permits required to operate our business.

Certain environmental laws impose strict, and under certain circumstances joint and several, liability for investigation and remediation of the release of regulated substances into the environment. Such liability can be imposed on current or former owners or operators of contaminated sites, or on persons who dispose or arrange for disposal of wastes at a contaminated site. Releases have occurred at a few of the facilities we lease as a result of historical practices of the owners or former operators. Based on available information, we do not believe that any known compliance obligations, releases or investigations under environmental laws or regulations will have a material adverse effect on our business, financial position and results of operations. However, there can be no guarantee that these releases or newly discovered information, more stringent enforcement of or changes in environmental requirements, or our inability to enforce available indemnification agreements will not result in significant costs.

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Employees

The following is the break down of our employees by job classification as of December 31, 2005.

Job Classification	Full-time	Part-time	Total
Paramedics	3,466	1,872	5,338
Emergency medical technicians	5,202	2,533	7,735
Nurses	138	168	306
Support personnel	4,550	715	5,265
Total	13,356	5,288	18,644

Approximately 48% of our employees are represented by 41 collective bargaining agreements. Fourteen of these collective bargaining agreements, representing approximately 4,100 employees, are subject to renegotiation in 2006. We believe we have a good relationship with our employees. We have increased our employee retention to 81% in the eleven months ended December 31, 2005 from 65% in fiscal 2002. We have never experienced any union-related work stoppages.

EMCARE

EmCare is the largest provider of outsourced emergency department staffing and related management services to healthcare facilities in the United States. As of December 31, 2005 EmCare had a 6% share of the total emergency department services market and a 9% share of the outsourced emergency department services market. During the eleven months ended December 31, 2005, EmCare had approximately 5.6 million patient visits in 39 states. EmCare has 335 contracts with hospitals and independent physician groups to provide emergency department and hospitalist staffing, management and other administrative services. We believe that EmCare’s successful physician recruitment and retention, high level of customer service and advanced risk management programs have resulted in an improvement in our contract retention rate from 74% in 2001 to 88% in fiscal 2005. We have added 84 net new contracts since 2001.

EmCare primarily provides emergency department staffing and related management services to healthcare facilities. We recruit and hire or subcontract with physicians and other healthcare professionals, who then provide professional services to the hospitals with whom we contract. We also have practice support agreements with independent physician groups and hospitals pursuant to which we provide unbundled management services such as billing and collection, recruiting, risk management and certain other administrative services.

In addition, we have become one of the leading providers of hospitalist services. A hospitalist is a physician who specializes in the care of acutely ill patients in an in-patient setting. While we have provided limited hospitalist services for the past 10 years, it is only in the last 2 years that we have focused on expanding this program. We have increased our hospitalist programs from 8 contracts at August 31, 2003 to 26 contracts at December 31, 2005, increasing our net revenue for this program from approximately $7.2 million in fiscal 2001 to approximately $28.7 million, or approximately 4.8% of EmCare’s net revenue, for fiscal 2005. As of December 31, 2005, we independently contracted with or employed approximately 189 hospitalist physicians.

As derived from our annual consolidated or combined financial statements found elsewhere in this report, EmCare’s revenues, income from operations, and total assets were as follows for each of the periods indicated (amounts in thousands):

	As of and for the
	Eleven months ended December 31, 2005		Five months ended January 31, 2005		Year ended August 31,
					2004		2003
Net revenue	$	595,760	$	241,120	$	549,798	$	480,645
Income from operations		34,065		3,225		28,046		20,034
Total assets		443,435		338,069		320,964		309,478

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See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information on EmCare’s financial results.

We are a leading provider of outsourced services and have developed specific competencies and operating groups to address the unique needs of our customers. Throughout our history, EmCare has enjoyed a strong reputation as a quality provider of emergency department staffing and related management services.

The range of staffing and related management services we provide includes:

• recruiting, scheduling and credentials coordination for clinical professionals,

• support services, such as payroll, insurance coverage, continuing education services and management training, and

• coding, billing and collection of fees for services provided by medical professionals.

Services

We provide a full range of outsourced physician staffing and related management services for emergency department and hospitalist programs, which include:

Contract Management. We utilize an integrated approach to contract management that involves physicians, non-clinical business experts, operational and quality assurance specialists. An on-site medical director is responsible for the day-to-day oversight of the operation, including clinical quality, and works closely with the hospital’s management in developing strategic initiatives and objectives. The regional director of operations, which is a clinical position, provides systems analysis and improvement plans. A quality manager develops site-specific quality improvement programs, and a practice improvement staff focuses on chart documentation and physician utilization patterns. The regional-based management staff provides support for these efforts and ensures that each customer’s expectations are identified, that service plans are developed and executed to meet those expectations, and that the Company’s and the customer’s financial objectives are achieved.

Staffing. We provide a full range of staffing services to meet the unique needs of each healthcare facility. Our dedicated clinical teams include qualified, career-oriented physicians and other healthcare professionals responsible for the delivery of high quality, cost-effective care. These teams also rely on managerial personnel, many of whom have clinical experience, who oversee the administration and operations of the clinical area. Ensuring that each contract is staffed with the appropriately qualified physicians and that coverage is provided without any service deficiencies is critical to the success of the contract. We believe that our approach to recruiting, staffing and scheduling provides us with a unique advantage in achieving these objectives.

Recruiting. Many healthcare facilities lack the dedicated resources necessary to identify and attract specialized, career-oriented physicians. We have committed significant resources to the development of EmSource, a proprietary national physician database that we utilize in our recruiting programs across the country. Our marketing and recruiting staff continuously updates our database of more than 800,000 physicians with relevant data and contact information to allow us to match potential physician candidates to specific openings based upon personal preferences. This targeted recruiting method increases the success and efficiency of our recruiters, and we believe significantly increases our physician retention rates. We actively recruit physicians through various media options including telemarketing, direct mail, conventions, journal advertising and our internet site.

Scheduling. Our scheduling departments assist our medical directors in scheduling physicians and other healthcare professionals in accordance with the coverage model at each facility. We provide 24-hour service to ensure that unscheduled shift vacancies, due to situations such as physician illness and personal emergencies, are filled with alternative coverage.

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Payroll Administration and Benefits. We provide payroll administration services for the physicians and other healthcare professionals with whom we contract to provide services at customer sites. Additionally, healthcare facilities benefit from the elimination of the overhead costs associated with the administration of payroll and, where applicable, employee benefits.

Customer Satisfaction Programs. We design and implement customized patient satisfaction programs for our hospital customers. These programs are designed to improve patient satisfaction through the use of communication, family inclusion and hospitality techniques. These programs are delivered to the clinical and non-clinical members of the hospital emergency department.

Other Services. We provide a substantial portion of our services to hospitals through our affiliate physician groups. There are situations in which hospitals and physicians are interested in receiving stand-alone management services such as billing and collection, scheduling, recruitment and risk management, and at times we unbundle our services to meet this need. Pursuant to these practice support agreements, which generally will have a term of one to three years, we provide these services to independent physician groups and healthcare facilities. As of December 31, 2005, we had 14 practice support agreements which generated $5.2 million in net revenue in the eleven months ended December 31, 2005, a 3.7% decrease over the same period for 2004.

Operational Assessments. We undertake operational assessments for our hospital customers that include comprehensive reviews of critical operational matrices, including turnaround times, triage systems, “left without being seen,” throughput times and operating systems. These assessments establish baseline values, develop and implement process improvement programs, and then we monitor the success of the initiatives. This is an ongoing process that we continually monitor and modify.

Practice Improvement. We provide ongoing comprehensive documentation review and training for our affiliated physicians. We review certain statistical indicators that allow us to provide specific training to individual physicians regarding documentation, and we tailor training for broader groups of physicians as we see trends developing in documentation-related areas. Our training focuses on the completeness of the medical record or chart, specific payor requirements, and government rules and regulations.

Risk Management

We utilize our risk management department, senior medical leadership and on-site medical directors to conduct aggressive risk management and quality assurance programs. We take a proactive role in promoting early reporting, evaluation and resolution of incidents that may evolve into claims. Our risk management function is designed to mitigate risk associated with the delivery of care and to prevent or minimize costs associated with medical professional liability claims and includes:

Incident Reporting Systems. We have established a comprehensive support system for medical professionals. Our Risk Management Hotline provides each physician with the ability to discuss medical issues with a peer. In the event of a negative patient outcome, the physician may discuss legal and medical issues in anticipation of litigation directly with an EmCare attorney experienced with medical malpractice issues.

Tracking and Trending Claims. We have an extensive claims database developed from our experience in the emergency department setting. From this database, we track multiple data points on each professional liability claim. We utilize the database to identify claim trends and risk factors so that we can better target our risk management initiatives. Each year, we target the medical conditions associated with our most frequent professional liability claims, and provide detailed education to assist our affiliated medical professionals in treating these medical conditions.

Professional Risk Assessment. We conduct risk assessments of our medical professionals. Typically, a risk assessment includes a thorough review of professional liability claims against the professional, assessment of issues raised by hospital risk management and identification of areas where additional education may be advantageous for the professional.

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Hospital Risk Assessment. We conduct risk assessments of potential hospital customers in conjunction with our sales and contracting process. As part of the risk assessment, registered nurses or physicians employed by us conduct a detailed analysis of the hospital’s operations affecting the emergency department or hospitalist services, including the triage procedures, on-call coverage, transfer procedures, nursing staffing and related matters in an effort to address risk factors contractually during negotiations with potential customer hospitals.

Clinical Fail-Safe Programs. We review and identify key risk areas which we believe may result in increased incidence of patient injuries and resulting claims against us and our affiliated medical professionals. We continue to develop “fail-safe” clinical tools and make them available to our affiliated physicians for use in conjunction with their practice and to our customer hospitals for use as a part of their peer review process. These “fail-safe” tools assist physicians in identifying common patient attributes and complaints that may identify the patient as being at high risk for certain conditions (e.g., a heart attack).

Quality Improvement Programs. Our medical directors are actively engaged in their respective hospital’s quality improvement committees and initiatives. In addition, we provide tools that provide guidance to the medical directors on how to conduct quality reviews of their physicians and help them track their physicians’ medical practices.

Physician Education Programs. Our wholly owned subsidiary, Emergency Medical Education Systems, Inc. (“EMEDS”), conducts physician education through risk management and board review conferences and on-line teaching modules. Our affiliated medical professionals can access EMEDS to obtain valuable medical information. Our internal continuing education services are fully accredited by the Accreditation Council for Continuing Medical Education. This allows us to grant our physicians and nurses continuing education credits for internally developed educational programs at a lower cost than if such credits were earned through external programs. Our risk management department also provides other forms of education, including articles in the company newsletter that highlight current medical literature on important emergency medicine topics.

Proactive Professional Liability Claims Handling. We utilize a third party claims administrator to manage professional liability claims against companies and medical professionals covered under our insurance program. For each case, detailed reports are reviewed to ensure proactively that the defense is comprehensive and aggressive. Each professional liability claim brought against an EmCare affiliated medical professional or EmCare affiliated company is reviewed by EmCare’s Claims Committee, consisting of physicians, attorneys and company executives, before any resolution of the claim. The Claims Committee periodically instructs EmCare’s risk management department to undertake an analysis of particular physicians or hospital locations associated with a given claim.

Billing and Collections

We receive payment for patient services from:

• the federal and state governments, primarily under the Medicare and Medicaid programs,

• health maintenance organizations, preferred provider organizations and private insurers,

• hospitals, and

• individual patients.

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The table below presents the approximate percentages of EmCare’s net revenue from the following sources:

	Percentage of EmCare Net Revenue
	Eleven Months Ended December 31, 2005		Year Ended August 31,
			2004		2003
Medicare	18	%	17	%	16	%
Medicaid	3		3		3
Commercial insurance/ managed care	54		53		54
Self-pay	3		2		3
Subsidies/ fees	22		25		24
Total net revenue	100	%	100	%	100	%

See “Business — Regulatory Matters — Medicare, Medicaid and Other Government Program Reimbursement” for additional information on reimbursement from Medicare, Medicaid and other government-sponsored programs.

We code and bill for physician services through our wholly-owned subsidiary, Reimbursement Technologies, Inc. We utilize state-of-the-art document imaging and paperless workflow processes to expedite the billing cycle and improve compliance and customer service. Currently, at approximately 47% of our customer locations, medical records and emergency department logs are scanned and transmitted electronically to us. We are in the process of transitioning additional customers to on-site scanning. By providing these enhanced services, we believe we increase the value of services we provide to our customers and improve customer relations.

We do substantially all of the billing for our affiliated physicians, and we have extensive experience in processing claims to third party payors. We employ a billing staff of approximately 640 employees who are trained in third party coverage and reimbursement procedures. Our integrated billing and collection system uses proprietary software to tailor the submission of claims to Medicare, Medicaid and certain other third party payors and has the capability to electronically submit most claims to the third party payors’ systems. We forward uncollected accounts electronically to two outside collection agencies automatically, based on established parameters. Each of these collection agencies have on-site employees working at our in-house billing company to assist in providing patients with quality customer service.

Contracts

We have contracts with (i) hospital customers to provide professional staffing and related management services, (ii) healthcare facilities and independent physician groups to provide management services, and (iii) affiliated physician groups and medical professionals to provide management services and various benefits.

We deliver services to our hospital customers and their patients through two principal types of contractual arrangements. EmCare or a subsidiary most frequently contracts directly with the hospital to provide physician staffing and management services. In some instances, a physician-owned professional corporation contracts with the hospital to provide physician staffing and management services, and the professional corporation, in turn, contracts with us for a wide range of management and administrative services, including billing, scheduling support, accounting and other services. The professional corporation pays our management fee out of the fees it collects from patients, third party payors and, in some cases, the hospital customer. Our physicians and other healthcare professionals who provide services under these hospital contracts do so pursuant to independent contractor or employment agreements with us, or pursuant to arrangements with the professional corporation that has a management agreement with us. We refer to all of these physicians as our affiliated physicians, and these physicians and other individuals as our healthcare professionals.

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Hospital and Practice Support Contracts. As of December 31, 2005, EmCare provides services under 335 contracts. Generally, the agreements with the hospitals are awarded on a competitive basis, and have an initial term of three years with one-year automatic renewals and termination by either party on specified notice. We have improved our contract retention rate to 88% for the eleven months ended December 31, 2005, up from 74% in fiscal 2001.

Our contracts with hospitals provide for one of three payment models:

• we bill patients and third party payors directly for physician fees,

• we bill patients and third party payors directly for physician fees, with the hospital paying us an additional pre-arranged fee for our services, and

• we bill the hospitals directly for the services of the physicians.

In all cases, the hospitals are responsible for billing and collecting for non-physician-related services.

We have established long-term relationships with some of the largest healthcare service providers, including Baylor Health System, Community Health Systems, HCA, Quorum Healthcare, Tenet Healthcare and Universal Health System. None of these customers represent revenue that amounts to 10% of our total net revenue for the eleven months ended December 31, 2005, or fiscal years ended August 31, 2004 and 2003. Our top ten hospital emergency department contracts represent $67.4 million, or 11.3%, of EmCare’s fiscal net revenue for the eleven months ended December 31, 2005. We have maintained our relationships with these customers for an average of 13 years.

Affiliated Physician Group Contracts. In most states, we contract directly with our hospital customers to provide physician staffing and related management services. We, in turn, contract with a professional corporation that is wholly-owned by one or more physicians, which we refer to as an affiliated physician group, or with independent contractor physicians. It is these physicians who provide the medical professional services. We then provide comprehensive management services to the physicians. We typically provide professional liability and workers compensation coverage to our affiliated physicians.

Certain states have laws that prohibit or restrict unlicensed persons or business entities from practicing medicine. The laws vary in scope and application from state to state. Some of these states may prohibit us from contracting directly with hospitals or physicians to provide professional medical services. In those states, the affiliated physician groups contract with the hospital, as well as all medical professionals. We provide management services to the affiliated physician groups.

Medical Professional Contracts. We contract with healthcare professionals as either independent contractors or employees to provide services to our customers. The healthcare professionals generally are paid an hourly rate for each hour of coverage, a variable rate based upon productivity or other objective criteria, or a combination of both a fixed hourly rate and a variable rate component. We typically arrange for professional liability and workers compensation coverage for our healthcare professionals.

The contracts with healthcare professionals typically have one-year terms with automatic renewal clauses for additional one-year terms. The contracts can be terminated with cause for various reasons, and usually contain provisions allowing for termination without cause by either party upon 90 days’ notice. Agreements with physicians generally contain a non-compete or non-solicitation provision and, in the case of medical directors, a non-compete provision. The enforceability of these provisions varies from state to state.

Management Information Systems

We have invested in scalable information systems and proprietary software packages designed to allow us to grow efficiently and to deliver and implement our “best practice” procedures nationally, while retaining local and

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regional flexibility. We have developed and implemented the following proprietary applications that we believe provides us with a competitive advantage in our operations.

EmSource is our system for our recruiting staff to source physician candidates. The system consists of a database of more than 800,000 physicians that is updated weekly to provide the most current physician contact information available.

EmTrac is our primary operations support system that supports credentialing and scheduling and is used to provide alerts on license and privilege expirations. EmTrac is used by our schedulers to match physician availability and preferences with the needs of the hospital customer.

EmComp is our system for calculating physician’s gross pay and is an important tool supporting our compensation strategy. Physicians are compensated by a wide variety of pay plans ranging from simple hourly wages to “fee for service” plans linked to productivity. EmComp has been designed to support an unlimited variety of pay plans, giving EmCare a competitive advantage in physician recruitment and retention.

EmBillz is our proprietary coding, billing and accounts receivable management system, which enables EmCare to effectively process approximately 5 million emergency department visits each year.

Edison is a system that automates much of our physician enrollment. There are hundreds of unique forms from the combination of states and payors we bill. Edison facilitates the completion of the forms, thereby relieving physicians of significant administrative workload and enabling us to track pending receivables and ensure timely completion.

Sales and Marketing

Contracts for outsourced emergency department and hospitalist services are obtained through strategic marketing programs and responses to requests for proposals. EmCare’s business development team includes Practice Development representatives located throughout the United States who are responsible for developing sales and acquisition opportunities for the operating group in his or her territory. A significant portion of the compensation program for these sales professionals is commission-based, based on the profitability of the contracts they sell. Leads are generated through regular marketing efforts by our business development group, our website, journal advertising and a lead referral program. Each Practice Development representative is responsible for working with the regional chief executive officer to structure and provide customer proposals for new prospects in their respective regions.

Emergency medicine practices vary among healthcare facilities. A healthcare facility request for proposal generally will include demographic information of the facility department, a list of services to be performed, the length of the contract, the minimum qualifications of bidders, billing information, selection criteria and the format to be followed in the bid. Prior to responding to a request for proposal, EmCare’s senior management ensures that the proposal is consistent with certain financial parameters. Senior management evaluates all aspects of each proposal, including financial projections, staffing model, resource requirements and competition, to determine how to best achieve our business objectives and the customer goals.

Competition

The market for outsourced emergency department staffing and related management services is highly fragmented, with more than 800 national, regional and local providers handling an estimated 115 million patient visits in 2004. There are more than 4,700 hospitals in the United States with emergency departments, of which approximately 67% currently outsource physician services. Of these hospitals that outsource, we believe approximately 54% contract with a local provider, 21% contract with a regional provider and 25% contract with a national provider.

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Competition for outsourced physician and other healthcare staffing and management service contracts is based primarily on:

• the ability to recruit and retain qualified physicians,

• the ability to improve department productivity and patient satisfaction while reducing overall costs,

• the ability to integrate the emergency department with other hospital departments and to provide value added services,

• billing and reimbursement expertise,

• a reputation for compliance with state and federal regulations,

• the breadth of staffing and management services offered, and

• financial stability, demonstrating an ability to pay providers in a timely manner and provide professional liability insurance.

Team Health is our largest competitor and has the second largest share of the emergency department services market with an approximately 4.4% share. The other national providers of outsourced emergency department services are Sterling Healthcare, National Emergency Service and the Schumacher Group.

Insurance

Professional Liability Program. For the period January 1, 2001 through December 31, 2005, our professional liability insurance program provided claims made insurance coverage with limits of $1 million per loss event, with a $3 million annual per physician aggregate, for all medical professionals for whom we have agreed to procure coverage. Our subsidiaries and affiliated corporate entities are provided with coverage of $1 million per loss event and share a $10 million annual corporate aggregate.

For the 2001 calendar year, Lexington Insurance Company provided the majority of the professional liability insurance coverage covering claims occurring and reported during the 2001 calendar year, subject to an aggregate policy limit of $10 million.

For the 2002 through 2005 calendar years, Columbia Casualty Company and Continental Casualty Company, collectively referred to as CCC, provided our professional liability insurance coverage. The CCC policies have a retroactive date of January 1, 2001, thereby covering all claims occurring during the 2001 calendar year but reported in each of the 2002 through 2005 calendar years. We also procured coverage on a regional basis under separate policies of insurance for the calendar years 2001 through 2005, and have comparable coverage in calendar year 2006.

Captive Insurance Arrangement. On December 10, 2001, we formed EMCA Insurance Company, Ltd., or EMCA, as a wholly owned subsidiary under the Companies Law of the Cayman Islands. EMCA reinsures CCC for all losses associated with the CCC insurance policies under the professional liability insurance program, and provides collateral for the reinsurance arrangement through a trust agreement.

Workers Compensation Program. For the period September 1, 2002 through August 31, 2004, we procured workers compensation insurance coverage for employees of EmCare and affiliated physician groups through Continental Casualty Company. Continental reinsures a portion of this workers compensation exposure, on both a per claim and an aggregate basis, with EMCA.

From September 1, 2004, EmCare has insured, and continues to insure, its workers compensation exposure through The Travelers Indemnity Company, which reinsures a portion of the exposure with EMCA.

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Employees

The following is the break down of our active affiliated physicians, independent contractors and employees by job classification as of December 31, 2005.

Job Classification	Full-time	Part-time	Total
Physicians	1,071	1,564	2,635
Physician assistants	158	155	313
Nurse practitioners	88	100	188
Non-clinical employees	1,097	134	1,231
Total	2,414	1,953	4,367

We believe that our relations with our employees are good. None of our physicians, physician assistants, nurse practitioners or non-clinical employees are subject to any collective bargaining agreement.

We offer our physicians substantial flexibility in terms of type of facility, scheduling of work hours, benefit packages, opportunities for relocation and career development. This flexibility, combined with fewer administrative burdens, improves physician retention rates and stabilizes our contract base.

EMSC Competitive Strengths

We believe the following competitive strengths position our Company to capitalize on the favorable trends occurring within the healthcare industry and the emergency medical services markets.

Leading, Established Provider of Emergency Medical Services. We are a leading provider of emergency medical services in the United States. AMR is the leading provider of ambulance services, with net revenue approximately twice that of our only national competitor. During fiscal 2005, AMR treated and transported approximately 3.2 million patients in 35 states. AMR has made significant investments in technology, which we believe enhances quality and reduces costs for our customers. We believe that EmCare is the leading provider of outsourced staffing and related management services to emergency departments, with 38% more emergency department staffing contracts than our principal national competitor. EmCare’s approximately 4,100 affiliated physicians and mid-level practitioners provide services to 335 client hospitals in 39 states, including many of the top 100 hospitals in the United States. Our client hospitals range from high volume urban hospital emergency department to lower volume community facilities. EmCare is also one of the leading providers of hospitalist services, based on number of hospital contracts. We believe our track record of consistently meeting or exceeding our customers’ service expectations, coupled with our ability to leverage our infrastructure and technology to drive increased productivity and efficiency, have contributed to our ability to retain existing and win new contracts.

Significant Scale and Geographic Presence. We believe our significant scale and broad geographic presence provide a competitive advantage over local and regional providers in most areas, including:

• Cost efficiencies and broad program offering. Our investments in technology may be too costly for certain providers to replicate, and provide us with several competitive advantages, including: (i) operating cost efficiencies, (ii) scalability and (iii) the capability to provide broad, high quality service offerings to our customers at competitive rates. In addition, our technology, including electronic patient records, and our expertise in providing both pre-hospital and hospital-based emergency care uniquely positions us to respond to community demand for enhanced coordination among their emergency service providers.

• National contracting and preferred provider relationships. We are able to enter into national and regional contracts with managed care organizations and insurance companies. We have an exclusive provider contract with Kaiser Foundation Health Plan, one of the largest managed care organizations, and we have preferred provider status with several healthcare systems and many managed care organizations.

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• Ability to recruit and retain quality personnel. We are able to recruit and retain clinical and support employees by providing attractive compensation packages, comprehensive training programs, risk mitigation strategies, career development and greater breadth of job transferability.

• One of the keys to our success has been our ability to recruit and retain high quality medical personnel. AMR has a competitive advantage in recruiting quality medical personnel through our in-house paramedic training institute, which we believe is the largest in the United States. EmCare has developed proprietary software that allows us to identify physicians, based on multiple characteristics, matching the specific needs of our customers. We provide continuing education to our affiliated medical professionals through EMEDS.

• We believe our 81% and 91% retention rates in fiscal 2005 for full-time medical personnel at AMR and EmCare, respectively, are among the highest in the emergency medical services segments in which they compete. We believe that successfully recruiting and retaining highly qualified clinicians and healthcare professionals improves the overall experience and outcomes for our customers and patients while significantly reducing our operating costs.

Long-Term Relationships with Existing Customers. We believe our long-term, well-established relationships with communities and healthcare facilities enhance our ability to retain existing customers and win new contracts. AMR and EmCare have maintained relationships with their ten largest customers for an average of 34 and 13 years, respectively, and during that time have continually demonstrated an ability to meet and exceed contractual commitments. We believe our industry-leading contract retention rates during fiscal 2005 reflect our ability to deliver on our service commitments to our customers over extended time periods.

Strong Financial Performance. One of the key factors our potential customers evaluate is financial stability. As a result, we believe our track record of strong financial performance provides us with a competitive advantage over our competitors. We believe the quality and breadth of our service offerings has allowed us to increase our net revenue at a faster rate than the market for emergency medical services. We believe our ability to demonstrate consistently strong financial performance will continue to differentiate our Company and provide a competitive advantage in winning new contracts and renewing existing contracts.

Focus on Risk Management. Our risk management initiatives are enhanced by the use of our professional liability claims database and comprehensive claims management. We analyze this data to demonstrate claim trends on a national, hospital, physician and procedure level, helping to manage and mitigate risk exposure. AMR’s risk/safety program is aimed at reducing worker injuries through training and improved equipment, and increasing vehicle safety through the use of technology.

Investment in Core Technologies. We utilize technology as a means to enhance the quality, reduce the cost of our service offerings, more effectively manage risk and improve our profitability. AMR uses proprietary technology to improve chart documentation, determine transportation service levels and track response times and other data for hospitals. EmCare uses proprietary physician recruitment software to improve recruitment efficiency and retention rates.

Proven and Committed Management Team. We are led by an experienced senior management team with an average of 21 years of experience in the healthcare industry. Our Chairman and Chief Executive Officer, William Sanger, has over 30 years of experience within the healthcare services industry, with leadership roles in numerous areas of healthcare.

Business Strategy

Increase Revenue from Existing Customers. We believe our long track record of delivering excellent service and quality patient care, as well as the breadth of our services, creates opportunities for us to increase revenue

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from our existing customer base. We have established strategies aimed at assisting communities and facilities to manage their cost of emergency medical services. Some of our initiatives with existing customers include:

• Implementing innovative productivity-enhancing programs.

• At EmCare, we have developed and implemented programs, such as “fast track” and advanced triage protocols, to improve throughput and wait times, thereby improving patient satisfaction and reducing the number of patients who leave without being seen.

• At AMR, we have developed and implemented innovative programs to improve our productivity through decreased “drop” and “on scene” time. For example, we have recently established transition units at several hospitals to hold and monitor discharged patients awaiting transport, thereby increasing our productivity while accelerating inpatient bed availability and overall hospital throughput.

• Continuing to broaden product and service offerings to our customers.

• EmCare’s emergency department customers account for approximately 50% of its hospitalist and radiology services contracts.

• At certain facilities, AMR provides a dedicated on-site non-emergency transport coordinator during times of peak demand to increase efficiency and ensure appropriate utilization of all medical transportation service levels.

Grow Our Customer Base. We believe we have a unique competency in the treatment, management and billing of episodic and unscheduled care. We believe our long operating history, significant scope and scale and leading market position provide us with new and expanded opportunities to grow our customer base. We will continue to generate new revenue and client growth through:

• Targeted geographic sales and marketing programs,

• Pursuing new outsourcing opportunities for emergency department, hospitalist, radiology and ambulance services,

• Expanding our public/private ambulance partnerships with local fire departments,

• Evaluating opportunities that leverage our core businesses, including our communications center infrastructure, to manage health-related transportation logistics.

Pursue Select Acquisition Opportunities. The emergency medical services industry is highly fragmented, with only a few large national providers, and presents opportunities for consolidation. We plan to pursue select acquisitions in our existing business segments, including acquisitions to enhance our presence in existing markets and our entry into new geographic markets. We will also explore the acquisition of complementary businesses and seek opportunities to expand the scope of services in which we can leverage our core competencies.

Utilize Technology to Differentiate Our Services and Improve Operating Efficiencies. We intend to continue to invest in technologies that broaden our services in the marketplace, improve patient care, enhance our billing efficiencies and increase our profitability.

Continued Focus on Risk Management. Through our risk management and quality assurance staffs, technology platform and well-trained medical personnel, we will continue to conduct aggressive risk management programs for loss prevention and early intervention. We will continue to develop and utilize clinical “fail safes” and use technology in our ambulances to reduce vehicular incidents.

Implement Cost Rationalization Initiatives. We will continue to rationalize our cost structure by aligning compensation with productivity, developing risk management initiatives that are focused on mitigating risk exposures, and eliminating costs in our national and regional corporate support structure.

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Regulatory Matters

As a participant in the healthcare industry, our operations and relationships with healthcare providers such as hospitals, other healthcare facilities and healthcare professionals are subject to extensive and increasing regulation by numerous federal and state government entities as well as local government agencies. Specifically, but without limitation, we are subject to the following laws and regulations.

Medicare, Medicaid and Other Government Reimbursement Programs

We derive a significant portion of our revenue from services rendered to beneficiaries of Medicare, Medicaid and other government-sponsored healthcare programs. For the eleven months ended December 31, 2005, we received approximately 26.3% of our net revenue from Medicare and 5.0% from Medicaid. To participate in these programs, we must comply with stringent and often complex enrollment and reimbursement requirements from the federal and state governments. We are subject to governmental reviews and audits of our bills and claims for reimbursement. Retroactive adjustments to amounts previously reimbursed from these programs can and do occur on a regular basis as a result of these reviews and audits. In addition, these programs are subject to statutory and regulatory changes, administrative rulings, interpretations and determinations, all of which may materially increase or decrease the payments we receive for our services as well as affect the cost of providing services. In recent years, Congress has consistently attempted to curb federal spending on such programs.

Reimbursement to us typically is conditioned on our providing the correct procedure and diagnosis codes and properly documenting both the service itself and the medical necessity for the service. Incorrect or incomplete documentation and billing information, or the incorrect selection of codes for the level of service provided, could result in non-payment for services rendered or lead to allegations of billing fraud. Moreover, third party payors may disallow, in whole or in part, requests for reimbursement based on determinations that certain amounts are not reimbursable, they were for services provided that were not medically necessary, there was a lack of sufficient supporting documentation, or for a number of other reasons. Retroactive adjustments, recoupments or refund demands may change amounts realized from third party payors. Additional factors that could complicate our billing include:

• disputes between payors as to which party is responsible for payment,

• the difficulty of adherence to specific compliance requirements, diagnosis coding and various other procedures mandated by the government, and

• failure to obtain proper physician credentialing and documentation in order to bill governmental payors.

Due to the nature of our business and our participation in the Medicare and Medicaid reimbursement programs, we are involved from time to time in regulatory reviews, audits or investigations by government agencies of matters such as compliance with billing regulations and rules. We may be required to repay these agencies if a finding is made that we were incorrectly reimbursed, or we may lose eligibility for certain programs in the event of certain types of non-compliance. Delays and uncertainties in the reimbursement process adversely affect our level of accounts receivable, increase the overall cost of collection, and may adversely affect our working capital and cause us to incur additional borrowing costs. Unfavorable resolutions of pending or future regulatory reviews or investigations, either individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations.

We establish an allowance for discounts applicable to Medicare, Medicaid and other third party payors and for doubtful accounts based on credit risk applicable to certain types of payors, historical trends, and other relevant information. We review our allowance for doubtful accounts on an ongoing basis and may increase or decrease such allowance from time to time, including in those instances when we determine that the level of effort and cost of collection of certain accounts receivable is unacceptable.

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We believe that regulatory trends in cost containment will continue. We cannot assure you that we will be able to offset reduced operating margins through cost reductions, increased volume, the introduction of additional procedures or otherwise.

Ambulance Services Fee Schedule. In February 2002, the Health Care Financing Administration, now renamed the Centers for Medicare and Medicaid Services, issued the Medicare Ambulance Fee Schedule Final Rule, or Final Rule, that revised Medicare policy on the coverage of ambulance transport services, effective April 1, 2002. The Final Rule was the result of a mandate under the Balanced Budget Act of 1997, or BBA, to establish a national fee schedule for payment of ambulance transport services that would control increases in expenditures under Part B of the Medicare program, establish definitions for ambulance transport services that link payments to the type of services furnished, consider appropriate regional and operational differences and consider adjustments to account for inflation, among other provisions.

The Final Rule provided for a five-year phase-in of a national fee schedule, beginning April 1, 2002. Prior to that date, Medicare used a charge-based reimbursement system for ambulance transport services and reimbursed 80% of charges determined to be reasonable, subject to the limits fixed for the particular geographic area. The patient was responsible for co-pay amounts, deductibles and the remaining balance of the transport cost, if we did not accept the assigned reimbursement, and Medicare required us to expend reasonable efforts to collect the balance. In determining reasonable charges, Medicare considered and applied the lowest of various charge factors, including the actual charge, the customary charge, the prevailing charge in the same locality, the amount of reimbursement for comparable services, and the inflation-indexed charge limit.

On April 1, 2002, the Final Rule became effective. The Final Rule categorizes seven levels of ground ambulance services, ranging from basic life support to specialty care transport, and two categories of air ambulance services. Ground providers are paid based on a base rate conversion factor multiplied by the number of relative value units assigned to each level of transport, plus an additional amount for each mile of patient transport. The base rate conversion factor for services to Medicare patients is adjusted each year by the Consumer Price Index. Additional adjustments to the base rate conversion factor are included to recognize differences in relative practice costs among geographic areas, and higher transportation costs that may be incurred by ambulance providers in rural areas with low population density. The Final Rule requires ambulance providers to accept assignment on Medicare claims, which means a provider must accept Medicare’s allowed reimbursement rate as full payment. Medicare typically reimburses 80% of that rate and the remaining 20% is collectible from a secondary insurance or the patient. Originally, the Final Rule called for a five-year phase-in period to allow providers time to adjust to the new payment rates. The national fee schedule was to be phased in at 20% increments each year, with payments being made at 100% of the national fee schedule in 2006 and thereafter.

With the passage of the Medicare Prescription Drug Improvement and Modernization Act of 2003, or the Medicare Modernization Act, temporary modifications were made to the amounts payable under the ambulance fee schedule in order to mitigate decreases in reimbursement in some regions caused by the Final Rule. The Medicare Modernization Act established regional fee schedules based on historic costs in each region. Effective July 1, 2004, in those regions where the regional fee schedule exceeds the national fee schedule, the regional fee schedule is blended with the national fee schedule on a temporary basis, until 2010. In addition to the regional fee schedule change, the Medicare Modernization Act included other provisions for additional reimbursement for ambulance transport services provided to Medicare patients. Among other relief, the Medicare Modernization Act provides for a 1% increase in reimbursement for urban transports and a 2% increase for rural transports for the remainder of the original phase-in period of the national ambulance fee schedule, through 2006.

We estimate that the impact of the ambulance service rate decreases under the national fee schedule, as modified by the provisions of the Medicare Modernization Act, resulted in a decrease in AMR’s net revenue for the fiscal years ended August 31, 2003 and 2004, of approximately $20 million and $11 million, respectively, resulted in an increase in AMR’s net revenue of approximately $16 million during calendar year 2005, and will

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result in a decrease in AMR’s net revenue of approximately $18 million in 2006. Based upon the current Medicare transport mix, we expect a further decrease in our net revenue totaling approximately $11 million for the period 2007 through 2010. Although we have been able to substantially mitigate the phased-in reductions of the fee schedule through additional fee and subsidy increases, we cannot assure you that we will be able to continue to do so, and the rate decreases could have a material adverse effect on our results of operations. We cannot predict whether Congress may make further refinements and technical corrections to the law or pass a new cost containment statute in a manner and in a form that could adversely impact our business.

Local Ambulance Rate Regulation. State or local government regulations or administrative policies regulate rate structures in some states in which we provide ambulance transport services. For example, in certain service areas in which we are the exclusive provider of ambulance transport services, the community sets the rates for emergency ambulance services pursuant to an ordinance or master contract and may also establish the rates for general ambulance services that we are permitted to charge. We may be unable to receive ambulance service rate increases on a timely basis where rates are regulated or to establish or maintain satisfactory rate structures where rates are not regulated.

Emergency Physician Services Fee Schedule. Medicare pays for all physician services based upon a national fee schedule, or Fee Schedule, which contains a list of uniform rates. The payment rates under the Fee Schedule are determined based on: (1) national uniform relative value units for the services provided, (2) a geographic adjustment factor and (3) a conversion factor. The Centers for Medicare and Medicaid Services, or CMS, updates the conversion factor annually. The Fee Schedule uses a target-setting formula system called the Sustainable Growth Rate, or SGR, to update annually the conversion factor. The SGR is a target rate of growth in spending for physician services which is intended to control the growth of Medicare expenditures for physicians’ services. The Fee schedule update is adjusted to reflect the comparison of actual expenditures to target expenditures. Because one of the factors for calculating the SGR system is linked to the growth in the U.S. gross domestic product, the SGR formula may result in a negative payment update if growth in Medicare beneficiaries’ use of services exceeds GDP growth. The SGR formula may result in significant yearly fluctuations in Fee Schedule updates, which may be unrelated to changes in the actual cost of providing physician services. Unless Congress takes additional action in the future to modify or reform the mechanism by which the physician fee schedule conversion factor update is undertaken in the future, significant reductions in Medicare reimbursement could occur, and these reductions could have a material adverse effect on our business, financial condition or results of operations. A physician fee schedule update for 2006 that called for a payment decrease of 4.4% was subsequently rescinded.

Medicare Reassignment. The Medicare program prohibits the reassignment of Medicare payments due to a physician or other healthcare provider to any other person or entity unless the billing arrangement between that physician or other healthcare provider and the other person or entity falls within an enumerated exception to the Medicare reassignment prohibition. Historically, there was no exception that allowed us to receive directly Medicare payments related to the services of independent contractor physicians. However, the Medicare Modernization Act amended the Medicare reassignment statute as of December 8, 2003 and now permits our independent contractor physicians to reassign their Medicare receivables to us under certain circumstances. Because this provision has only recently been implemented, it could be interpreted in a manner adverse to us, which would negatively impact our ability to bill for our physicians’ services.

Rules Applicable to Midlevel Practitioners. EmCare utilizes physician assistants and nurse practitioners, sometimes referred to collectively as “midlevel practitioners,” to provide care under the supervision of our physicians. State and federal laws require that such supervision be performed and documented using specific procedures. For example, in some states some or all of the midlevel practitioner’s chart entries must be countersigned. Under applicable Medicare rules, in certain cases, a midlevel practitioner’s services are reimbursed at a rate equal to 85% of the physician fee schedule amount and we do not bill separately for the supervising physician’s services. However, when a midlevel practitioner assists a physician who is directly and personally involved in the patient’s care, we often bill for the services of the physician at the full physician fee

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schedule rates and do not bill separately for the midlevel practitioner’s services. We believe our billing and documentation practices related to our use of midlevel practitioners comply with applicable state and federal laws, but we cannot assure you that enforcement authorities will not find that our practices violate such laws.

Ambulance Rates Payable by Medicare HMOs. One of the changes made by ambulance fee schedule Final Rule was to require ambulance providers to “accept assignment” from Medicare and Medicare HMOs. Medicare HMOs are private insurance companies which operate managed care plans that enroll Medicare beneficiaries who elect to enroll in a plan in lieu of regular Medicare coverage. When a provider accepts assignment, it agrees to accept the rate established by Medicare as payment in full for services covered by Medicare or the Medicare HMO and to write off the balance of its charges. Prior to the implementation of the Final Rule, ambulance providers were not required to accept assignment and could obtain payment from Medicare patients or Medicare HMOs for the provider’s full charges, which typically are higher than the Medicare rate. When the requirement to accept assignment became effective on April 1, 2002, many Medicare HMOs continued to pay ambulance providers their full charges, even though they could have paid them the Medicare rate. Many Medicare HMOs subsequently have taken the position that the amount paid to such providers in excess of the Medicare rate constituted an overpayment that must be refunded by the provider. We have received such refund demands from some Medicare HMOs and, in order to minimize litigation costs, have agreed to partial repayment of amounts received from the plans in excess of the Medicare rate. We have no reason to believe that additional HMOs will make such demands, but we cannot assure you that there will be no further demands.

The SNF Prospective Payment System. Under the Medicare prospective payment system, or PPS, applicable to skilled nursing facilities (“SNF”), SNF’s are financially responsible for some ancillary services, including certain ambulance transports, or PPS transports, rendered to certain of their Medicare patients. Ambulance companies must bill the SNF, rather than Medicare, for PPS transports, but may bill Medicare for other covered transports provided to the SNF’s Medicare patients. Ambulance companies are responsible for obtaining sufficient information from the SNF to determine which transports are PPS transports and which ones may be billed to Medicare. The Office of Inspector General of the Department of Health and Human Services, or the OIG, has issued two industry-wide audit reports indicating that, in many cases, SNFs do not provide, or ambulance companies and other ancillary service providers do not obtain, sufficient information to make this determination accurately. As a result, the OIG asserts that some PPS transports that should have been billed by ambulance providers to SNFs have been improperly billed to Medicare. The OIG has recommended that Medicare recoup the amounts paid to ancillary service providers, including ambulance companies, for such services. Although we believe AMR currently has procedures in place to correctly identify and bill for PPS transports, we cannot assure you that AMR will not be subject to such recoupments and other possible penalties.

Paramedic Intercepts. Medicare regulations permit ambulance transport providers to subcontract with other organizations for paramedic services. Generally, only the transport provider may bill Medicare, and the paramedic services subcontractor must receive any payment to which it is entitled from that provider. Based on these rules, in some jurisdictions we have established “paramedic intercept” arrangements in which we may provide paramedic services to a municipal or volunteer transport provider. Our subsidiary, AMR of South Dakota, previously entered into a settlement agreement with the United States government arising from allegations that we improperly billed Medicare for a small number of transports for which we performed paramedic intercept services, even though we were not the transport provider. Although we believe AMR currently has procedures in place to assure that we do not bill Medicare directly for paramedic intercept services we provide, we cannot assure you that enforcement agencies will not find that we have failed to comply with these requirements.

Patient Signatures. Medicare regulations require that providers obtain the signature of the patient or, if the patient is unable to provide a signature, the signature of a representative, prior to submitting a claim for payment from Medicare. An exception exists for situations where it is not reasonably possible to do so, provided that the reason for the exception is clearly documented. This requirement historically has been difficult for ambulance companies and other emergency medical services providers to meet, because even when the patient is competent,

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the exigency of the situation often makes it impracticable to obtain a signature. Although we believe AMR currently has procedures in place to assure that these signature requirements are met, we cannot assure you that enforcement agencies will not find that we have failed to comply with these requirements.

Physician Certification Statements. Under applicable Medicare rules, ambulance providers are required to obtain a certification of medical necessity from the ordering physician in order to bill Medicare for repetitive non-emergency transports provided to patients with chronic conditions, such as end-stage renal disease. For certain other non-emergency transports, ambulance providers are required to attempt to obtain a certification of medical necessity from a physician or certain other practitioners. In the event the provider is not able to obtain such certification within 21 days, it may submit a claim for the transport if it can document reasonable attempts to obtain the certification. Acceptable documentation includes any U.S. postal document (e.g., signed return receipt or Postal Service Proof of Service Form) showing that the ordering practitioner was sent a request for the certification. Although we believe AMR currently has procedures in place to assure we are in compliance with these requirements, we cannot assure you that enforcement agencies will not find that we have failed to comply.

Coordination of Benefits Rules. When our services are covered by multiple third party payors, such as a primary and a secondary payor, financial responsibility must be allocated among the multiple payors in a process known as “coordination of benefits”, or COB. The rules governing COB are complex, particularly when one of the payors is Medicare or another government program. Under these rules, in some cases Medicare or other government payors can be billed as a “secondary payor” only after recourse to a primary payor (e.g., a liability insurer) has been exhausted. In some instances, multiple payors may reimburse us an amount which, in the aggregate, exceeds the amount to which we are entitled. In such cases, we are obligated to process a refund. If we improperly bill Medicare or other government payors as the primary payor when that program should be billed as the secondary payor, or if we fail to process a refund when required, we may be subject to civil or criminal penalties. Although we believe we currently have procedures in place to assure that we comply with applicable COB rules, and that we process refunds when we receive overpayments, we cannot assure you that payors or enforcement agencies will not find that we have violated these requirements.

Consequences of Noncompliance. In the event any of our billing and collection practices, including but not limited to those described above, violate applicable laws such as those described below, we could be subject to refund demands and recoupments. If our violations are deemed to be willful, knowing or reckless, we may be subject to civil and criminal penalties under the False Claims Act or other statutes, including exclusion from federal and state healthcare programs. To the extent that the complexity associated with billing for our services causes delays in our cash collections, we assume the financial risk of increased carrying costs associated with the aging of our accounts receivable as well as increased potential for bad debts which could have a material adverse effect on our revenue, provision for uncompensated care and cash flow.

Federal False Claims Act

Both federal and state government agencies have continued civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare companies, and their executives and managers. Although there are a number of civil and criminal statutes that can be applied to healthcare providers, a significant number of these investigations involve the federal False Claims Act. These investigations can be initiated not only by the government but also by a private party asserting direct knowledge of fraud. These “qui tam” whistleblower lawsuits may be initiated against any person or entity alleging such person or entity has knowingly or recklessly presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or has made a false statement or used a false record to get a claim approved. Penalties for False Claims Act violations include fines ranging from $5,500 to $11,000 for each false claim, plus up to three times the amount of damages sustained by the federal government. A False Claims Act violation may provide the basis for exclusion from the federally-funded healthcare programs. In addition, some states have adopted similar insurance fraud, whistleblower and false claims provisions.

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The government and some courts have taken the position that claims presented in violation of the various statutes, including the federal Anti-Kickback Statute and the Stark Law, described below, can be considered a violation of the federal False Claims Act based on the contention that a provider impliedly certifies compliance with all applicable laws, regulations and other rules when submitting claims for reimbursement.

Federal Anti-Kickback Statute

We are subject to the federal Anti-Kickback Statute. The Anti-Kickback Statute is broadly worded and prohibits the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, (1) the referral of a person covered by Medicare, Medicaid or other governmental programs, (2) the furnishing or arranging for the furnishing of items or services reimbursable under Medicare, Medicaid or other governmental programs or (3) the purchasing, leasing or ordering or arranging or recommending purchasing, leasing or ordering of any item or service reimbursable under Medicare, Medicaid or other governmental programs. Certain federal courts have held that the Anti-Kickback Statute can be violated if “one purpose” of a payment is to induce referrals. Violations of the Anti-Kickback Statute can result in exclusion from Medicare, Medicaid or other governmental programs as well as civil and criminal penalties, including fines of up to $50,000 per violation and three times the amount of the unlawful remuneration. Imposition of any of these remedies could have a material adverse effect on our business, financial condition and results of operations. In addition to a few statutory exceptions, the OIG has published safe harbor regulations that outline categories of activities that are deemed protected from prosecution under the Anti-Kickback Statute provided all applicable criteria are met. The failure of a financial relationship to meet all of the applicable safe harbor criteria does not necessarily mean that the particular arrangement violates the Anti-Kickback Statute. In order to obtain additional clarification on arrangements that may not be subject to a statutory exception or may not satisfy the criteria of a safe harbor, Congress established a process under the Health Insurance Portability and Accountability Act of 1996 in which parties can seek an advisory opinion from the OIG.

We and others in the healthcare community have taken advantage of the advisory opinion process, and a number of advisory opinions have addressed issues that pertain to our various operations, such as discounted ambulance services being provided to skilled nursing facilities, patient co-payment responsibilities, compensation methodologies under a management services arrangement, and ambulance restocking arrangements. In a number of these advisory opinions the government concluded that such arrangements could be problematic if the requisite intent were present. Although advisory opinions are binding only on HHS and the requesting party or parties, when new advisory opinions are issued, regardless of the requestor, we review them and their application to our operations as part of our ongoing corporate compliance program and endeavor to make appropriate changes where we perceive the need to do so. See “— Corporate Compliance Program and Corporate Integrity Obligations.”

Health facilities such as hospitals and nursing homes refer two categories of ambulance transports to us and other ambulance companies: (1) transports for which the facility must pay the ambulance company, and (2) transports which the ambulance company can bill directly to Medicare or other public or private payors. In Advisory Opinion 99-2, which we requested, the OIG addressed the issue of whether substantial contractual discounts provided to nursing homes on the transports for which the nursing homes are financially responsible may violate the Anti-Kickback Statute when the ambulance company also receives referrals of Medicare and other government-funded transports. The OIG opined that such discounts implicate the Anti-Kickback Statute if even one purpose of the discounts is to induce the referral of the transports paid for by Medicare and other federal programs. The OIG further indicated that a violation may exist even if there is no contractual obligation on the part of the facility to refer federally funded patients, and even if similar discounts are provided by other ambulance companies in the same marketplace. Following our receipt of this Advisory Opinion in March of 1999, we took steps to bring our contracts with health facilities into compliance with the OIG’s views. The government has alleged that certain of our hospital and nursing home contracts in effect in Texas in periods prior to 2002 contained discounts in violation of the federal Anti-Kickback Statute. We currently are negotiating a settlement with the government regarding these allegations. Such a settlement may require us to make a substantial payment and enter into a Corporate Integrity Agreement. However, the government has indicated that,

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in the absence of a settlement, it will pursue further civil action in this matter. There can be no assurance that this matter will be fully resolved by settlement or that other investigations or legal action related to these matters will not be pursued against AMR in other jurisdictions or for different time frames. See Item 3, “Legal Proceedings”.

The OIG has also addressed potential violations of the Anti-Kickback Statute (as well as other risk areas) in its Compliance Program Guidance for Ambulance Suppliers. In addition to discount arrangements with health facilities, the OIG notes that arrangements between local governmental agencies that control 911 patient referrals and ambulance companies which receive such referrals may violate the Anti-Kickback Statute if the ambulance companies provide inappropriate remuneration in exchange for such referrals. Although we believe we have structured our arrangements with local agencies in a manner which complies with the Anti-Kickback Statute, we cannot assure you that enforcement agencies will not find that some of those arrangements violate that statute.

Fee-Splitting; Corporate Practice of Medicine

EmCare employs or contracts with physicians or physician-owned professional corporations to deliver services to our hospital customers and their patients. We frequently enter into management services contracts with these physicians and professional corporations pursuant to which we provide them with billing, scheduling and a wide range of other services, and they pay us for those services out of the fees they collect from patients and third-party payors. These activities are subject to various state laws that prohibit the practice of medicine by corporations and are intended to prevent unlicensed persons from interfering with or influencing the physician’s professional judgment and the sharing of professional services income with nonprofessional or business interests. Activities other than those directly related to the delivery of healthcare may be considered an element of the practice of medicine in many states. Under the corporate practice of medicine restrictions of certain states, decisions and activities such as scheduling, contracting, setting rates and the hiring and management of non-clinical personnel may implicate the restrictions on corporate practice of medicine. In such states, we maintain long-term management contracts with affiliated physician groups, which employ or contract with physicians to provide physician services. We believe that we are in material compliance with applicable state laws relating to the corporate practice of medicine and fee-splitting. However, regulatory authorities or other parties, including our affiliated physicians, may assert that, despite these arrangements, we are engaged in the corporate practice of medicine or that our contractual arrangements with affiliated physician groups constitute unlawful fee-splitting. In this event, we could be subject to adverse judicial or administrative interpretations, to civil or criminal penalties, our contracts could be found legally invalid and unenforceable or we could be required to restructure our contractual arrangements with our affiliated physician groups.

Federal Stark Law

We are also subject to a provision of the Social Security Act, commonly known as the “Stark Law.” Where applicable, this law prohibits a physician from referring Medicare patients to an entity providing “designated health services” if the physician or a member of such physician’s immediate family has a “financial relationship” with the entity, unless an exception applies. The penalties for violating the Stark Law include the denial of payment for services ordered in violation of the statute, mandatory refunds of any sums paid for such services and civil penalties of up to $15,000 for each violation, and twice the dollar value of each such service and possible exclusion from future participation in the federally-funded healthcare programs. A person who engages in a scheme to circumvent the Stark Law’s prohibitions may be fined up to $100,000 for each applicable arrangement or scheme. Although we believe that we have structured our agreements with physicians so as to not violate the Stark Law and related regulations, a determination of liability under the Stark Law could have an adverse effect on our business, financial condition and results of operations.

Other Federal Healthcare Fraud and Abuse Laws

We are also subject to other federal healthcare fraud and abuse laws. Under the Health Insurance Portability and Accountability Act of 1996, there are two additional federal crimes that could have an impact on our

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business: “Healthcare Fraud” and “False Statements Relating to Healthcare Matters.” The Healthcare Fraud statute prohibits knowingly and recklessly executing a scheme or artifice to defraud any healthcare benefit program, including private payors. A violation of this statute is a felony and may result in fines, imprisonment and/or exclusion from government-sponsored programs. The False Statements Relating to Healthcare Matters statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact by any trick, scheme or device or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. A violation of this statute is a felony and may result in fines and/or imprisonment. This statute could be used by the government to assert criminal liability if a healthcare provider knowingly fails to refund an overpayment.

Another statute, commonly referred to as the Civil Monetary Penalties Law, imposes civil administrative sanctions for, among other violations, inappropriate billing of services to federally funded healthcare programs, inappropriately reducing hospital care lengths of stay for such patients, and employing or contracting with individuals or entities who are excluded from participation in federally funded healthcare programs.

Although we intend and endeavor to conduct our business in compliance with all applicable fraud and abuse laws, we cannot assure you that our arrangements or business practices will not be subject to government scrutiny or be found to violate applicable fraud and abuse laws.

Administrative Simplification Provisions of the Health Insurance Portability and Accountability Act of 1996

The Administrative Simplification Provisions of the Health Insurance Portability and Accountability Act of 1996, or HIPAA, required the Department of Health and Human Services, or HHS, to adopt standards to protect the privacy and security of health-related information. All healthcare providers were required to be compliant with the new federal privacy requirements enacted by HHS no later than April 14, 2003. We believe we have taken reasonable measures to comply with these requirements.

The HIPAA privacy requirements contain detailed requirements regarding the use and disclosure of individually identifiable health information. Improper use or disclosure of identifiable health information covered by the HIPAA privacy regulations can result in the following civil and criminal penalties: (1) civil money penalties for HIPAA privacy violations are $100 per incident, to a maximum of $25,000, per person, per year, per standard violated; (2) a person who knowingly and in violation of the HIPAA privacy regulations obtains individually identifiable health information or discloses such information to another person may be fined up to $50,000 and imprisoned up to one year, or both; (3) if the offense is committed under false pretenses, the fine may be up to $100,000 and imprisonment for up to five years; and (4) if the offense is done with the intent to sell, transfer or use individually identifiable health information for commercial advantage, personal gain or malicious harm, the fine may be up to $250,000 and imprisonment for up to ten years.

In addition to enacting the foregoing privacy requirements, HHS issued a final rule creating security requirements for healthcare providers and other covered entities on February 20, 2003. The final security rule requires covered entities to meet specified standards by April 25, 2005. The security standards contained in the final rule do not require the use of specific technologies (e.g., no specific hardware or software is required), but instead require healthcare providers and other covered entities to comply with certain minimum security procedures in order to protect data integrity, confidentiality and availability. We believe we have taken reasonable steps to comply with these standards.

HIPAA also required HHS to adopt national standards establishing electronic transaction standards that all healthcare providers must use when submitting or receiving certain healthcare transactions electronically. Although these standards were to become effective October 2002, Congress extended the compliance deadline until October 2003 for organizations, such as ours, that submitted a request for an extension. We believe we have taken reasonable steps to comply with these standards.

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Fair Debt Collection Practices Act

Some of our operations may be subject to compliance with certain provisions of the Fair Debt Collection Practices Act and comparable statutes in many states. Under the Fair Debt Collection Practices Act, a third party collection company is restricted in the methods it uses to contact consumer debtors and elicit payments with respect to placed accounts. Requirements under state collection agency statutes vary, with most requiring compliance similar to that required under the Fair Debt Collection Practices Act. We believe we are in substantial compliance with the Fair Debt Collection Practices Act and comparable state statutes where applicable.

State Fraud and Abuse Provisions

We are subject to state fraud and abuse statutes and regulations. Most of the states in which we operate have adopted a form of anti-kickback law, almost all of those states also have adopted self-referral laws and some have adopted separate false claims or insurance fraud provisions. The scope of these laws and the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. Generally, state laws cover all healthcare services and not just those covered under a federally-funded healthcare program. A determination of liability under such laws could result in fines and penalties and restrictions on our ability to operate in these jurisdictions.

Although we intend and endeavor to conduct our business in compliance with all applicable fraud and abuse laws, we cannot assure you that our arrangements or business practices will not be subject to government scrutiny or be found to violate applicable fraud and abuse laws.

Licensing, Certification, Accreditation and Related Laws and Guidelines

In certain jurisdictions, changes in our ownership structure require pre- or post-notification to governmental licensing and certification agencies. Relevant laws and regulations may also require reapplication and approval to maintain or renew our operating authorities or require formal application and approval to continue providing services under certain government contracts. For example, in connection with our acquisition of AMR from Laidlaw, two of our subsidiaries were required to apply for state and local ambulance operating authority in New York. See Item 1A, “Risk Factors — Risk Factors Related to Healthcare Regulation — Changes in our ownership structure and operations require us to comply with numerous notification and reapplication requirements in order to maintain our licensure, certification or other authority to operate, and failure to do so, or an allegation that we have failed to do so, can result in payment delays, forfeiture of payment or civil and criminal penalties.”

We and our affiliated physicians are subject to various federal, state and local licensing and certification laws and regulations and accreditation standards and other laws, relating to, among other things, the adequacy of medical care, equipment, personnel and operating policies and procedures. We are also subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensing and accreditations. Failure to comply with these laws and regulations could result in our services being found to be non reimbursable or prior payments being subject to recoupment, and can give rise to civil or criminal penalties. We are pursuing steps we believe we must take to retain or obtain all requisite licensure and operating authorities. While we have made reasonable efforts to substantially comply with federal, state and local licensing and certification laws and regulations and standards as we interpret them, we cannot assure you that agencies that administer these programs will not find that we have failed to comply in some material respects.

Because we perform services at hospitals and other types of healthcare facilities, we and our affiliated physicians may be subject to laws which are applicable to those entities. For example, our operations are impacted by the Emergency Medical Treatment and Active Labor Act of 1986, which prohibits “patient dumping” by requiring hospitals and hospital emergency departments and others to assess and stabilize any

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patient presenting to the hospital’s emergency department or urgent care center requesting care for an emergency medical condition, regardless of the patient’s ability to pay. Many states in which we operate have similar state law provisions concerning patient dumping. Violations of the Emergency Medical Treatment and Active Labor Act of 1986 can result in civil penalties and exclusion of the offending physician from the Medicare and Medicaid programs.

In addition to the Emergency Medical Treatment and Active Labor Act of 1986 and its state law equivalents, significant aspects of our operations are affected by state and federal statutes and regulations governing workplace health and safety, dispensing of controlled substances and the disposal of medical waste. Changes in ethical guidelines and operating standards of professional and trade associations and private accreditation commissions such as the American Medical Association and the Joint Commission on Accreditation of Healthcare Organizations may also affect our operations. We believe our operations as currently conducted are in substantial compliance with these laws and guidelines.

EmCare’s professional liability insurance program, under which insurance is provided for most of our affiliated medical professionals and professional and corporate entities, is reinsured through our wholly-owned subsidiary, EMCA Insurance Company, Ltd. The activities associated with the business of insurance, and the companies involved in such activities, are closely regulated. Failure to comply with applicable laws and regulations can result in civil and criminal fines and penalties and loss of licensure. While we have made reasonable efforts to substantially comply with these laws and regulations, and utilize licensed insurance professionals where necessary and appropriate, we cannot assure you that we will not be found to have violated these laws and regulations in some material respects.

Antitrust Laws

Antitrust laws such as the Sherman Act and state counterparts prohibit anticompetitive conduct by separate competitors, such as price fixing or the division of markets. Our physician contracts include contracts with individual physicians and with physicians organized as separate legal professional entities (e.g., professional medical corporations). Antitrust laws may deem each such physician/entity to be separate, both from EmCare and from each other and, accordingly, each such physician/practice is subject to antitrust laws that prohibit anti-competitive conduct between or among separate legal entities or individuals. Although we believe we have structured our physician contracts to substantially comply with these laws, we cannot assure you that antitrust regulatory agencies or a court would not find us to be non-compliant.

Corporate Compliance Program and Corporate Integrity Obligations

We have developed a corporate compliance program in an effort to monitor compliance with federal and state laws and regulations applicable to healthcare entities, to ensure that we maintain high standards of conduct in the operation of our business and to implement policies and procedures so that employees act in compliance with all applicable laws, regulations and Company policies. Our program also attempts to monitor compliance with our Corporate Compliance Plan, which details our standards for: (1) business ethics, (2) compliance with applicable federal, state and local laws, and (3) business conduct. We have an Ethics and Compliance Department whose focus is to prevent, detect and mitigate regulatory risks. We attempt to accomplish this mission through:

• providing guidance, education and proper controls based on the regulatory risks associated with our business model and strategic plan,

• conducting internal audits and reviews to identify any improper practices that may be occurring,

• resolving regulatory matters, and

• enhancing the ethical culture and leadership of the organization.

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The OIG has issued a series of Compliance Program Guidance documents in which the OIG has set out the elements of an effective compliance program. We believe our compliance program has been structured appropriately in light of this guidance. The primary compliance program components recommended by the OIG, all of which we have attempted to implement, include:

• formal policies and written procedures,

• designation of a Compliance Officer,

• education and training programs,

• internal monitoring and reviews,

• responding appropriately to detected misconduct,

• open lines of communication, and

• discipline and accountability.

Our corporate compliance program is based on the overall goal of promoting a culture that encourages employees to conduct activities with integrity, dignity and care for those we serve, and in compliance with all applicable laws and policies. Notwithstanding the foregoing, we audit compliance with our compliance program on a sample basis. Although such an approach reflects a reasonable and accepted approach in the industry, we cannot assure you that our program will detect and rectify all compliance issues in all markets and for all time periods.

As do other healthcare companies which operate effective compliance programs, from time to time we identify practices that may have resulted in Medicare or Medicaid overpayments or other regulatory issues. For example, we have previously identified situations in which we may have inadvertently utilized incorrect billing codes for some of the services we have billed to government programs such as Medicare or Medicaid, or billed for services which may not meet medical necessity guidelines. In such cases, it is our practice to disclose the issue to the affected government programs and, if appropriate, to refund any resulting overpayments. We are currently in discussions with the government regarding one such disclosure that will likely result in a refund. The government usually accepts such disclosures and repayments without taking further enforcement action, and we generally expect that to be the case with respect to our past and future disclosures and repayments. However, it is possible that such disclosures or repayments will result in allegations by the government that we have violated the False Claims Act or other laws, leading to investigations and possibly civil or criminal enforcement actions.

When the United States government settles a case involving allegations of billing misconduct with a healthcare provider, it typically requires the provider to enter into a Corporate Integrity Agreement, or CIA, with the OIG for a set period of years. As a condition to settlement of a government investigation, certain of our operations are subject to a CIA with the OIG for the period July 2004 through July 2009. As part of this CIA, AMR was required to establish and maintain a compliance program that includes the following elements: (1) a compliance officer and committee, (2) written standards including a code of conduct and policies and procedures, (3) general and specific training and education, (4) claims review by an independent review organization, (5) disclosure program for reporting of compliance issues or questions, (6) screening and removal processes for ineligible persons, (7) notification of government investigations or legal proceedings and (8) reporting of overpayments and other “reportable events.” In addition to this CIA, one of our other operations recently completed the term of a three year CIA.

If we fail or if we are accused of failing to comply with the terms of our existing CIA, we may be subject to additional litigation or other government actions, including being excluded from participating in the Medicare program and other federal healthcare programs. If we enter into any settlements with the U.S. government in the future we may be required to enter into additional CIAs.

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See Item 1A, “Risk Factors — Risk Factors Related to Healthcare Regulation” for additional information related to regulatory matters.

Internet Website

Our website address is www.emsc.net. Under the “Investor Relations” heading on our website we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, registration statements, proxy statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (“Exchange Act”) as soon as reasonably practicable after such forms are electronically filed with or furnished to the SEC. The SEC maintains an internet website, www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Copies of materials that we file with the SEC can also be obtained at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the SEC’s Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330.

Copies of our key corporate governance documents, code of ethics, and charters of our audit, compensation, compliance, and corporate governance and nominating committees are also available on our website www.emsc.net under the headings “Corporate Governance” and “Code of Business Conduct and Ethics.”

The website addresses for our business segments are www.amr.net and www.emcare.com.

Information contained on these websites is not part of this Annual Report on Form 10-K and is not incorporated in this Report by reference.

ITEM 1A. RISK FACTORS

You should carefully consider the factors described below, in addition to the other information set forth in this Annual Report, when evaluating us and our business. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially and adversely affect our business operations. Any of the following risks could materially adversely affect our business, financial condition or results of operations.

Risk Factors Related to our Capital Structure

The interests of our controlling stockholders may conflict with interests of other stockholders.

Onex Partners LP and other entities affiliated with Onex Corporation, which we refer to together as the Onex entities, own all of our outstanding LP exchangeable units, which are exchangeable at any time, at the option of the holder, for our class B common stock. Our class A common stock has one vote per share, while our class B common stock has ten votes per share (reducing to one vote per share under certain limited circumstances), on all matters to be voted on by our stockholders. Prior to the exchange for class B common stock, the holders of the LP exchangeable units will be able to exercise the same voting rights with respect to Emergency Medical Services as they would have after the exchange through a share of class B special voting stock. As a result, the Onex entities control approximately 97% of our combined voting power. Accordingly, the Onex entities exercise a controlling influence over our business and affairs and have the power to determine all matters submitted to a vote of our stockholders, including the election of directors, the removal of directors, and approval of significant corporate transactions such as amendments to our certificate of incorporation, mergers and the sale of all or substantially all of our assets. The Onex entities could cause corporate actions to be taken even if the interests of these entities conflict with the interests of our other stockholders. This concentration of voting power could have the effect of deterring or preventing a change in control of Emergency Medical Services that might otherwise be beneficial to our stockholders. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation.

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Onex has the voting power to elect our entire board of directors and to remove any director or our entire board without cause.

Although our current board includes “independent directors”, so long as the Onex entities control more than 50% of our combined voting power we are exempt from the NYSE rule that requires that a board be comprised of a majority of “independent directors”. Onex may have a controlling influence over our board, as Onex has sufficient voting power to elect the entire board, and our certificate of incorporation permits stockholders to remove directors at any time with or without cause.

As a holding company, our only material asset is our equity interest in EMS LP and our only source of revenue is distributions from EMS LP. Because the Onex entities have the voting power to control our board of directors, they could influence us, as the general partner of EMS LP, to take action at the level of EMS LP that would benefit the Onex entities and conflict with the interest of our class A stockholders.

We are a holding company, and we have no material assets other than our direct ownership of a 22.7% equity interest in EMS LP. EMS LP is our only source of cash flow from operations. The Onex entities hold their equity interest in us through LP exchangeable units of EMS LP. As our controlling stockholder, Onex could limit distributions to us from EMS LP, and cause us to amend the EMS LP partnership agreement in a manner that would be beneficial to the Onex entities, as limited partners of EMS LP, and detrimental to our class A stockholders.

Any decrease in our distributions from EMS LP would have a negative effect on our cash flow. In order to minimize this conflict, the EMS LP partnership agreement requires that the partnership reimburse us for all of our expenses, including all employee costs and the expenses we incur as a public company, and provides further that no distributions may be made to the Onex entities, as the holders of LP exchangeable units, unless we pay an economically equivalent dividend to all holders of our common stock.

The EMS LP partnership agreement provides that amendments to that agreement may only be proposed and authorized by us, as the general partner. The Onex entities could seek to influence our board’s action with respect to any amendment and we, as the general partner of EMS LP, owe a fiduciary duty to the limited partners of the partnership. Our board also owes a fiduciary duty to our common stockholders. Because of the inherent conflict of interest we face between our fiduciary duty to our stockholders, including our class A stockholders, and the Onex entities, as limited partners in EMS LP, the EMS LP partnership agreement provides that, if there is any conflict of interest of the limited partners and our common stockholders, our board may, in the exercise of its business judgment, cause us to act in the best interests of our stockholders.

We are party to a management agreement with an affiliate of Onex which permits us to increase substantially the fee we pay to that affiliate.

The management agreement between our subsidiaries, AMR and EmCare, and an Onex affiliate provides that the annual fee may be increased from $1.0 million to $2.0 million, which amount represents a significant percentage of our net income. Such an increase would be detrimental to the interest of our class A stockholders if the fee were disproportionate to the benefit we derive from the services the Onex affiliate performs. In order to minimize this potential conflict of interest, the agreement requires that any increase in the fee be approved by a majority of the members of the boards of AMR and EmCare who are not affiliated with Onex. As long as the Onex entities control more than 50% of our combined voting power, they may be able to exercise a controlling influence over the election of the boards of AMR and EmCare.

Our substantial indebtedness could adversely affect our financial condition and our ability to operate our business.

We have a substantial amount of debt. At December 31, 2005, we had total debt of $502.2 million, including $248.3 million of borrowings under the term loan portion of our senior secured credit facility, $250.0 million of

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our senior subordinated notes and $3.1 million of capital lease obligations. We had no borrowings outstanding under our revolving credit facility and we had $27.3 million of letters of credit outstanding. In addition, subject to restrictions in the indenture governing our notes and the credit agreement governing our senior secured credit facility, we may incur additional debt.

Our substantial debt could have important consequences to you, including the following:

• it may be difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt,

• our ability to obtain additional financing for working capital, capital expenditures, debt service requirements or other general corporate purposes may be impaired,

• we must use a significant portion of our cash flow for payments on our debt, which will reduce the funds available to us for other purposes,

• we are more vulnerable to economic downturns and adverse industry conditions and our flexibility to plan for, or react to, changes in our business or industry is more limited,

• our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our high level of debt, and

• our ability to borrow additional funds or to refinance debt may be limited.

Furthermore, all of our debt under our senior secured credit facility bears interest at variable rates. If these rates were to increase significantly, our ability to borrow additional funds may be reduced and the risks related to our substantial debt would intensify.

Servicing our debt will require a significant amount of cash. Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations.

Our business may not generate sufficient cash flow from operating activities. The cash we require to meet contractual obligations in 2006, including our debt service, will total approximately $82.5 million. Our ability to make payments on and to refinance our debt and to fund planned capital expenditures will depend on our ability to generate cash in the future. To some extent, this is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Lower net revenues, or higher provision for uncollectibles, generally will reduce our cash flow.

If we are unable to generate sufficient cash flow to service our debt and meet our other commitments, we may need to refinance all or a portion of our debt, sell material assets or operations or raise additional debt or equity capital. We cannot assure you that we could effect any of these actions on a timely basis, on commercially reasonable terms or at all, or that these actions would be sufficient to meet our capital requirements. In addition, the terms of our existing or future debt agreements may restrict us from effecting any of these alternatives.

Restrictive covenants in our senior secured credit facility and the indenture governing our senior subordinated notes may restrict our ability to pursue our business strategies.

Our senior secured credit facility and the indenture governing our senior subordinated notes limit our ability, among other things, to:

• incur additional debt or issue certain preferred stock,

• pay dividends or make distributions to our stockholders,

• repurchase or redeem our capital,

• make investments,

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• incur liens,

• make capital expenditures,

• enter into transactions with our stockholders and affiliates,

• sell certain assets,

• acquire the assets of, or merge or consolidate with, other companies, and

• incur restrictions on the ability of our subsidiaries to make distributions or transfer assets to us.

Our ability to comply with these covenants may be affected by events beyond our control, and any material deviations from our forecasts could require us to seek waivers or amendments of covenants, alternative sources of financing or reductions in expenditures. We cannot assure you that such waivers, amendments or alternative financings could be obtained, or, if obtained, would be on terms acceptable to us.

In addition, the credit agreement governing our senior secured credit facility requires us to meet certain financial ratios and restricts our ability to make capital expenditures or prepay certain other debt. We may not be able to maintain these ratios, and the restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities.

If a breach of any covenant or restriction contained in our financing agreements results in an event of default, those lenders could discontinue lending, accelerate the related debt (which would accelerate other debt) and declare all borrowings outstanding thereunder to be due and payable. In addition, the lenders could terminate any commitments they had made to supply us with additional funds. In the event of an acceleration of our debt, we may not have or be able to obtain sufficient funds to make any accelerated debt payments.

Our obligations under our senior secured credit facility are secured by substantially all of our assets.

Our obligations under our senior secured credit facility are secured by liens on substantially all of our assets, and the guarantees of our subsidiaries under our senior secured credit facility are secured by liens on substantially all of those subsidiaries’ assets. If we become insolvent or are liquidated, or if payment under our senior secured credit facility or of other secured obligations are accelerated, the lenders under our senior secured credit facility or the obligees with respect to the other secured obligations will be entitled to exercise the remedies available to a secured lender under applicable law and the applicable agreements and instruments, including the right to foreclose on all of our assets.

Risk Factors Related to Our Business

We could be subject to lawsuits for which we are not fully reserved.

In recent years, physicians, hospitals and other participants in the healthcare industry have become subject to an increasing number of lawsuits alleging medical malpractice and related legal theories such as negligent hiring, supervision and credentialing. Similarly, ambulance transport services may result in lawsuits concerning vehicle collisions and personal injuries, patient care incidents and employee job-related injuries. Some of these lawsuits may involve large claim amounts and substantial defense costs.

EmCare procures professional liability insurance coverage for most of its affiliated medical professionals and professional and corporate entities. Beginning January 1, 2002, this insurance coverage has been provided by affiliates of CNA Insurance Company, which then reinsure the entire program, primarily through EmCare’s wholly-owned subsidiary, EMCA Insurance Company, Ltd., or EMCA. Workers compensation coverage for EmCare’s employees and applicable affiliated medical professionals is provided under a similar structure for the period. From September 1, 2004 to the closing date of our acquisition of AMR and EmCare, AMR obtained insurance coverage for losses with respect to workers compensation, auto and general liability claims through

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Laidlaw’s captive insurance company. AMR currently has a self-insurance program fronted by an unrelated third party. AMR retains the risk of loss under this coverage. Under these insurance programs, we establish reserves, using actuarial estimates, for all losses covered under the policies. Moreover, in the normal course of our business, we are involved in lawsuits, claims, audits and investigations, including those arising out of our billing and marketing practices, employment disputes, contractual claims and other business disputes for which we may have no insurance coverage, and which are not subject to actuarial estimates. The outcome of these matters could have a material effect on our results of operations in the period when we identify the matter, and the ultimate outcome could have a material adverse effect on our financial position or results of operations.

Our liability to pay for EmCare’s insurance program losses is collateralized by funds held through EMCA and, to the extent these losses exceed the collateral and assets of EMCA or the limits of our insurance policies, will have to be funded by us. Should our AMR losses with respect to such claims exceed the collateral held by Laidlaw in connection with our self-insurance program or the limits of our insurance policies, we will have to fund such amounts. See Item 1, “Business — American Medical Response — Insurance” and “Business —EmCare — Insurance.”

The reserves we establish with respect to our losses covered under our insurance programs are subject to inherent uncertainties.

In connection with our insurance programs, we establish reserves for losses and related expenses, which represent estimates involving actuarial and statistical projections, at a given point in time, of our expectations of the ultimate resolution and administration costs of losses we have incurred in respect of our liability risks. Insurance reserves inherently are subject to uncertainty. Our reserves are based on historical claims, demographic factors, industry trends, severity and exposure factors and other actuarial assumptions calculated by an independent actuary firm. The independent actuary firm performs studies of projected ultimate losses on an annual basis and provides quarterly updates to those projections. We use these actuarial estimates to determine appropriate reserves. Our reserves could be significantly affected if current and future occurrences differ from historical claim trends and expectations. While we monitor claims closely when we estimate reserves, the complexity of the claims and the wide range of potential outcomes may hamper timely adjustments to the assumptions we use in these estimates. Actual losses and related expenses may deviate, individually and in the aggregate, from the reserve estimates reflected in our financial statements. If we determine that our estimated reserves are inadequate, we will be required to increase reserves at the time of the determination, which would result in a reduction in our net income in the period in which the deficiency is determined. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Claims Liability and Professional Liability Reserves” and note 15 of the notes to our financial statements included in Item 8.

Insurance coverage for some of our losses may be inadequate and may be subject to the credit risk of commercial insurance companies.

Some of our insurance coverage, for periods prior to the initiation of our self-insurance programs as well as portions of our current insurance coverage, is through various third party insurers. To the extent we hold policies to cover certain groups of claims, but either did not obtain sufficient insurance limits, did not buy an extended reporting period policy, where applicable, or the issuing insurance company is no longer viable, we may be responsible for losses attributable to such claims. Furthermore, for our losses that are insured or reinsured through commercial insurance companies, we are subject to the “credit risk” of those insurance companies. While we believe our commercial insurance company providers currently are creditworthy, there can be no assurance that such insurance companies will remain so in the future.

We are subject to decreases in our revenue and profit margin under our fee-for-service contracts, where we bear the risk of changes in volume, payor mix and third party reimbursement rates.

In our fee-for-service arrangements, which generated approximately 86% of our net revenue for the eleven months ended December 31, 2005, we, or our affiliated physicians, collect the fees for transports and physician

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services. Under these arrangements, we assume financial risks related to changes in the mix of insured and uninsured patients and patients covered by government-sponsored healthcare programs, third party reimbursement rates and transports and patient volume. In some cases our revenue decreases if our volume or reimbursement decreases, but our expenses may not decrease proportionately. See “— Risk Factors Related to Healthcare Regulation — Changes in the rates or methods of third party reimbursements may adversely affect our revenue and operations.” In addition, fee-for-service contracts have less favorable cash flow characteristics in the start-up phase than traditional flat-rate contracts due to longer collection periods.

We collect a smaller portion of our fees for services rendered to uninsured patients than for services rendered to insured patients. Our credit risk related to services provided to uninsured individuals is exacerbated because the law requires communities to provide 911 emergency response services and hospital emergency departments to treat all patients presenting to the emergency department seeking care for an emergency medical condition regardless of their ability to pay. We also believe uninsured patients are more likely to seek care at hospital emergency departments because they frequently do not have a primary care physician with whom to consult.

We may not be able to successfully recruit and retain physicians and other healthcare professionals with the qualifications and attributes desired by us and our customers.

Our ability to recruit and retain affiliated physicians and other healthcare professionals significantly affects our performance under our contracts. In the recent past, our customer hospitals have increasingly demanded a greater degree of specialized skills, training and experience in the healthcare professionals providing services under their contracts with us. This decreases the number of healthcare professionals who may be permitted to staff our contracts. Moreover, because of the scope of the geographic and demographic diversity of the hospitals and other facilities with which we contract, we must recruit healthcare professionals, and particularly physicians, to staff a broad spectrum of contracts. We have had difficulty in the past recruiting physicians to staff contracts in some regions of the country and at some less economically advantaged hospitals. Moreover, we compete with other entities to recruit and retain qualified physicians and other healthcare professionals to deliver clinical services. Our future success in retaining and winning new hospital contracts depends on our ability to recruit and retain healthcare professionals to maintain and expand our operations.

Our non-compete agreements and other restrictive covenants involving physicians may not be enforceable.

We have contracts with physicians and professional corporations in many states. Some of these contracts, as well as our contracts with hospitals, include provisions preventing these physicians and professional corporations from competing with us both during and after the term of our relationship with them. The law governing non-compete agreements and other forms of restrictive covenants varies from state to state. Some states are reluctant to strictly enforce non-compete agreements and restrictive covenants applicable to physicians. There can be no assurance that our non-compete agreements related to affiliated physicians and professional corporations will not be successfully challenged as unenforceable in certain states. In such event, we would be unable to prevent former affiliated physicians and professional corporations from competing with us, potentially resulting in the loss of some of our hospital contracts.

We are required to make significant capital expenditures for our ambulance services business in order to remain competitive.

Our capital expenditure requirements primarily relate to maintaining and upgrading our vehicle fleet and medical equipment to serve our customers and remain competitive. The aging of our vehicle fleet requires us to make regular capital expenditures to maintain our current level of service. Our capital expenditures totaled $48.9 million and $42.8 million in the eleven months ended December 31, 2005 and the twelve months ended August 31, 2004, respectively. In addition, changing competitive conditions or the emergence of any significant advances in medical technology could require us to invest significant capital in additional equipment or capacity

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in order to remain competitive. If we are unable to fund any such investment or otherwise fail to invest in new vehicles or medical equipment, our business, financial condition or results of operations could be materially and adversely affected.

We depend on our senior management and may not be able to retain those employees or recruit additional qualified personnel.

We depend on our senior management. The loss of services of any of the members of our senior management could adversely affect our business until a suitable replacement can be found. There may be a limited number of persons with the requisite skills to serve in these positions, and we cannot assure you that we would be able to identify or employ such qualified personnel on acceptable terms.

We must perform on our own services that Laidlaw previously performed for us, and we are subject to financial reporting and other requirements for which our accounting and other management systems and resources may not be adequate.

Laidlaw historically provided various services to AMR and EmCare, including income tax accounting, preparation of tax returns, certain risk management, compliance and insurance coverage services, cash management, certain benefit plan administration and internal audit. Moreover, as subsidiaries of a public company, AMR and EmCare were not themselves previously subject to the reporting and other requirements of the Securities Exchange Act of 1934, or the Exchange Act. In connection with our initial public offering in December 2005, we became subject to reporting and other obligations under the Exchange Act. We are continuing to work with our independent legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. These reporting and other obligations, together with the impact of performing services previously provided to us by Laidlaw, have placed significant demands on our management, administrative and operational resources, including accounting resources.

We have hired additional tax, accounting and finance staff. We are reviewing the adequacy of our systems, financial and management controls, and reporting systems and procedures, and we are making the necessary changes. We believe these replacement services will result in total annual stand-alone selling, general and administrative, compensation and benefits and insurance expense of approximately $6.2 million in 2006, including a management fee we pay to Onex, and our estimate of costs to implement the assessment of controls and public company reporting mandated by the Sarbanes-Oxley Act of 2002. We believe this represents our full incremental stand-alone expense, and compares to the pre-acquisition fees and compensation charges of $15.4 million we paid Laidlaw in fiscal 2004 and $19.9 million for the five months ended January 31, 2005. We cannot assure you that our estimate is accurate or that our separation from Laidlaw will progress smoothly, either of which could adversely impact our results. Although we have not fully implemented our replacement services, our costs for these services (including the Onex management fee) totaled approximately $5.8 million in the eleven months ended December 31, 2005. Moreover, our stand-alone expenses may increase. If we are unable to upgrade our financial and management controls, reporting systems and procedures in a timely and effective fashion, we may not be able to satisfy our obligations as a public company on a timely basis.

Our revenue would be adversely affected if we lose existing contracts.

A significant portion of our growth historically has resulted from increases in the number of emergency and non-emergency transports, and the number of patient visits and fees for services we provide under existing contracts, and the addition of new contracts. Substantially all of our net revenue in the eleven months ended December 31, 2005 was generated under contracts, including exclusive contracts that accounted for approximately 87% of our fiscal 2005 net revenue. Our contracts with hospitals generally have terms of three

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years and the term of our contracts with communities to provide 911 services generally ranges from three to five years. Most of our contracts are terminable by either of the parties upon notice of as little as 30 days. Any of our contracts may not be renewed or, if renewed, may contain terms that are not as favorable to us as our current contracts. We cannot assure you that we will be successful in retaining our existing contracts or that any loss of contracts would not have a material adverse effect on our business, financial condition and results of operations. Furthermore, certain of our contracts will expire during each fiscal period, and we may be required to seek renewal of these contracts through a formal bidding process that often requires written responses to a Request for Proposal (“RFP”). We cannot assure you that we will be successful in retaining such contracts or that we will retain them on terms that are as favorable as present terms. For example, in the case of our 9-1-1 contract with Los Angeles County, we have recently been informed that we will lose a substantial portion of our 9-1-1 business under that contract.

We may not accurately assess the costs we will incur under new contracts.

Our new contracts increasingly involve a competitive bidding process. When we obtain new contracts, we must accurately assess the costs we will incur in providing services in order to realize adequate profit margins and otherwise meet our financial and strategic objectives. Increasing pressures from healthcare payors to restrict or reduce reimbursement rates at a time when the costs of providing medical services continue to increase make assessing the costs associated with the pricing of new contracts, as well as maintenance of existing contracts, more difficult. In addition, integrating new contracts, particularly those in new geographic locations, could prove more costly, and could require more management time, than we anticipate. Our failure to accurately predict costs or to negotiate an adequate profit margin could have a material adverse effect on our business, financial condition and results of operations.

The high level of competition in our segments of the market for emergency medical services could adversely affect our contract and revenue base.

AMR. The market for providing ambulance transport services to municipalities, other healthcare providers and third party payors is highly competitive. In providing ambulance transport services, we compete with governmental entities (including cities and fire districts), hospitals, local and volunteer private providers, and with several large national and regional providers, such as Rural/Metro Corporation, Southwest Ambulance and Acadian Ambulance. In many communities, our most important competitors are the local fire departments, which in many cases have acted traditionally as the first response providers during emergencies, and have been able to expand their scope of services to include emergency ambulance transport and do not wish to give up their franchises to a private competitor.

EmCare. The market for providing outsourced physician staffing and related management services to hospitals and clinics is highly competitive. Such competition could adversely affect our ability to obtain new contracts, retain existing contracts and increase or maintain profit margins. We compete with both national and regional enterprises such as Team Health, Sterling Healthcare, The Schumacher Group and National Emergency Services Healthcare Group, some of which may have greater financial and other resources available to them, greater access to physicians and/or greater access to potential customers. We also compete against local physician groups and self-operated hospital emergency departments for satisfying staffing and scheduling needs.

Our business depends on numerous complex information systems, and any failure to successfully maintain these systems or implement new systems could materially harm our operations.

We had 3.2 million transports and 5.6 million patient visits in the eleven months ended December 31, 2005. We depend on complex, integrated information systems and standardized procedures for operational and financial information and our billing operations. We may not have the necessary resources to enhance existing information systems or implement new systems where necessary to handle our volume and changing needs. Furthermore, we may experience unanticipated delays, complications and expenses in implementing, integrating

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and operating our systems, including the integration of our AMR and EmCare systems. Any interruptions in operations during periods of implementation would adversely affect our ability to properly allocate resources and process billing information in a timely manner, which could result in customer dissatisfaction and delayed cash flow. We also use the development and implementation of sophisticated and specialized technology to differentiate our services from our competitors and improve our profitability. The failure to successfully implement and maintain operational, financial and billing information systems could have an adverse effect on our ability to obtain new business, retain existing business and maintain or increase our profit margins.

If we fail to implement our business strategy, our financial performance and our growth could be materially and adversely affected.

Our future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. Our business strategy envisions several initiatives, including increasing revenue from existing customers, growing our customer base, pursuing select acquisitions, implementing cost rationalization initiatives, focusing on risk mitigation and utilizing technology to differentiate our services and improve profitability. We may not be able to implement our business strategy successfully or achieve the anticipated benefits of our business plan. If we are unable to do so, our long-term growth and profitability may be adversely affected. Even if we are able to implement some or all of the initiatives of our business plan successfully, our operating results may not improve to the extent we anticipate, or at all.

Implementation of our business strategy could also be affected by a number of factors beyond our control, such as increased competition, legal developments, government regulation, general economic conditions or increased operating costs or expenses. In addition, to the extent we have misjudged the nature and extent of industry trends or our competition, we may have difficulty in achieving our strategic objectives. Any failure to implement our business strategy successfully may adversely affect our business, financial condition and results of operations and thus our ability to service our debt. In addition, we may decide to alter or discontinue certain aspects of our business strategy at any time.

Our ability to obtain adequate bonding coverage, and therefore maintain existing contracts and successfully bid on new ones, could be adversely affected by our high leverage.

Our emergency ambulance transport service business is highly dependent on our ability to obtain performance bond coverage sufficient to meet bid requirements imposed by existing and potential customers. In connection with the acquisition in February 2005, Laidlaw provided cash collateral required to support the performance bonds in effect at the closing, and has agreed for a three-year period to pay any bond premiums in excess of rates in effect at the time of closing. We cannot assure you that we will have access to adequate bonding capacity to meet new contract requirements, or to obtain substitute performance bonds for existing bonds at the end of the three-year period, or that such bonding will be available on terms acceptable to us. If adequate bonding is not available, or if the terms of the bonding, including cash collateral requirements, are too onerous, there would be a material adverse effect on our business, financial condition and results of operations.

A successful challenge by tax authorities to our treatment of certain physicians as independent contractors could require us to pay past taxes and penalties.

As of December 31, 2005, we contracted with approximately 1,400 physicians as independent contractors to fulfill our contractual obligations to customers. Because we treat them as independent contractors rather than as employees, we do not (i) withhold federal or state income or other employment related taxes from the compensation that we pay to them, (ii) make federal or state unemployment tax or Federal Insurance Contributions Act payments (except as described below), (iii) provide workers compensation insurance with respect to such affiliated physicians (except in states that require us to do so even for independent contractors), or (iv) allow them to participate in benefits and retirement programs available to employed physicians. Our contracts with our independent contractor physicians obligate these physicians to pay these taxes and other costs.

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Whether these physicians are properly classified as independent contractors depends upon the facts and circumstances of our relationship with them. It is possible that the nature of our relationship with these physicians would support a challenge to our classification of them. If such a challenge by federal or state taxing authorities were successful, and the physicians at issue were instead treated as employees, we could be adversely affected and liable for past taxes and penalties to the extent that the physicians did not fulfill their contractual obligations to pay those taxes. Under current federal tax law, however, even if our treatment were successfully challenged, if our current treatment were found to be consistent with a long-standing practice of a significant segment of our industry and we meet certain other requirements, it is possible (but not certain) that our treatment of the physicians would qualify under a “safe harbor” and, consequently, we would be protected from the imposition of past taxes and penalties. In the recent past, however, there have been proposals to eliminate the safe harbor and similar proposals could be made in the future.

We may make acquisitions which could divert the attention of management and which may not be integrated successfully into our existing business.

We may pursue acquisitions to increase our market penetration, enter new geographic markets and expand the scope of services we provide. We cannot assure you that we will identify suitable acquisition candidates, that acquisitions will be completed on acceptable terms or that we will be able to integrate successfully the operations of any acquired business into our existing business. The acquisitions could be of significant size and involve operations in multiple jurisdictions. The acquisition and integration of another business would divert management attention from other business activities. This diversion, together with other difficulties we may incur in integrating an acquired business, could have a material adverse effect on our business, financial condition and results of operations. In addition, we may borrow money or issue capital stock to finance acquisitions. Such borrowings might not be available on terms as favorable to us as our current borrowing terms and may increase our leverage, and the issuance of capital stock could dilute the interests of our stockholders.

If Laidlaw is unwilling or unable to satisfy any indemnification claims made by us pursuant to the purchase agreements relating to the acquisition of AMR and EmCare, we will be forced to satisfy such claims ourselves.

Laidlaw has agreed to indemnify us for certain claims or legal actions brought against us arising out of the operations of AMR and EmCare prior to the closing date of the acquisition. If we make a claim against Laidlaw, and Laidlaw is unwilling or unable to satisfy such claim, we would be required to satisfy the claim ourselves and, as a result, our financial condition may be adversely affected.

Many of our employees are represented by labor unions and any work stoppage could adversely affect our business.

Approximately 48% of AMR’s employees are represented by 41 collective bargaining agreements. Fourteen of these collective bargaining agreements, representing approximately 4,100 employees, are subject to renegotiation in 2006. Although we believe our relations with our employees are good, we cannot assure you that we will be able to negotiate a satisfactory renewal of these collective bargaining agreements or that our employee relations will remain stable.

Risk Factors Related to Healthcare Regulation

We conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations.

The healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we provide and bill for services, our contractual relationships with our physicians and customers, our marketing activities and other aspects of our operations. Failure to comply with these laws can result in civil and criminal penalties such as fines, damages and exclusion from the Medicare and Medicaid programs. The risk of our being found in violation of these laws and

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regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business.

Our practitioners and our customers are also subject to ethical guidelines and operating standards of professional and trade associations and private accreditation agencies. Compliance with these guidelines and standards is often required by our contracts with our customers or to maintain our reputation.

The laws, regulations and standards governing the provision of healthcare services may change significantly in the future. We cannot assure you that any new or changed healthcare laws, regulations or standards will not materially adversely affect our business. We cannot assure you that a review of our business by judicial, law enforcement, regulatory or accreditation authorities will not result in a determination that could adversely affect our operations.

We are subject to comprehensive and complex laws and rules that govern the manner in which we bill and are paid for our services by third party payors, and the failure to comply with these rules, or allegations that we have failed to do so, can result in civil or criminal sanctions, including exclusion from federal and state healthcare programs.

Like most healthcare providers, the majority of our services are paid for by private and governmental third party payors, such as Medicare and Medicaid. These third party payors typically have differing and complex billing and documentation requirements that we must meet in order to receive payment for our services. Reimbursement to us is typically conditioned on our providing the correct procedure and diagnostic codes and properly documenting the services themselves, including the level of service provided, the medical necessity for the services, and the identity of the practitioner who provided the service.

We must also comply with numerous other laws applicable to our documentation and the claims we submit for payment, including but not limited to (1) “coordination of benefits” rules that dictate which payor we must bill first when a patient has potential coverage from multiple payors; (2) requirements that we obtain the signature of the patient or patient representative, when possible, or document why we are unable to do so, prior to submitting a claim; (3) requirements that we make repayment to any payor which pays us more than the amount to which we are entitled; (4) requirements that we bill a hospital or nursing home, rather than Medicare, for certain ambulance transports provided to Medicare patients of such facilities; (5) “reassignment” rules governing our ability to bill and collect professional fees on behalf of our physicians; (6) requirements that our electronic claims for payment be submitted using certain standardized transaction codes and formats; and (7) laws requiring us to handle all health and financial information of our patients in a manner that complies with specified security and privacy standards. See Item 1, “Business — Regulatory Matters — Medicare, Medicaid and Other Government Reimbursement Programs.”

Governmental and private third party payors and other enforcement agencies carefully audit and monitor our compliance with these and other applicable rules, and in some cases in the past have found that we were not in compliance. We have received in the past, and expect to receive in the future, repayment demands from third party payors based on allegations that our services were not medically necessary, were billed at an improper level, or otherwise violated applicable billing requirements. See Item 3, “Legal Proceedings.” Our failure to comply with the billing and other rules applicable to us could result in non-payment for services rendered or refunds of amounts previously paid for such services. In addition, non-compliance with these rules may cause us to incur civil and criminal penalties, including fines, imprisonment and exclusion from government healthcare programs such as Medicare and Medicaid, under a number of state and federal laws. These laws include the federal False Claims Act, the Health Insurance Portability and Accountability Act of 1996, the federal Anti-Kickback Statute, the Balanced Budget Act of 1997 and other provisions of federal, state and local law.

In addition, from time to time we self-identify practices that may have resulted in Medicare or Medicaid overpayments or other regulatory issues. For example, we have previously identified situations in which we may

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have inadvertently utilized incorrect billing codes for some of the services we have billed to government programs such as Medicare or Medicaid. In such cases, it is our practice to disclose the issue to the affected government programs and, if appropriate, to refund any resulting overpayments. Although the government usually accepts such disclosures and repayments without taking further enforcement action, it is possible that such disclosures or repayments will result in allegations by the government that we have violated the False Claims Act or other laws, leading to investigations and possibly civil or criminal enforcement actions. See Item 1, “Business — Regulatory Matters — Corporate Compliance Program and Corporate Integrity Obligations.”

If our operations are found to be in violation of these or any of the other laws which govern our activities, any resulting penalties, damages, fines or other sanctions could adversely affect our ability to operate our business and our financial results. See Item 1, “Business — Regulatory Matters — Federal False Claims Act” and “Business — Other Healthcare Fraud and Abuse Laws.”

Changes in the rates or methods of third party reimbursements may adversely affect our revenue and operations.

We derive a majority of our revenue from direct billings to patients and third party payors such as Medicare, Medicaid and private health insurance companies. As a result, any changes in the rates or methods of reimbursement for the services we provide could have a significant adverse impact on our revenue and financial results.

Government funding for healthcare programs is subject to statutory and regulatory changes, administrative rulings, interpretations of policy and determinations by intermediaries and governmental funding restrictions, all of which could materially impact program coverage and reimbursements for both ambulance and physician services. In recent years, Congress has consistently attempted to curb spending on Medicare, Medicaid and other programs funded in whole or part by the federal government. State and local governments have also attempted to curb spending on those programs for which they are wholly or partly responsible. This has resulted in cost containment measures such as the imposition of new fee schedules that have lowered reimbursement for some of our services and restricted the rate of increase for others, and new utilization controls that limit coverage of our services. For example, we estimate that the impact of a national fee schedule promulgated in 2002, as modified by subsequent legislation, resulted in a decrease in AMR’s net revenue for fiscal 2003 and fiscal 2004 of approximately $20 million and $11 million, respectively, resulted in an increase in AMR’s net revenue of approximately $16 million for calendar 2005, and will result in a decrease in AMR’s net revenue of approximately $18 million in 2006. Based upon the current Medicare transport mix, we expect a further decrease in our net revenue totalling approximately $11 million for the period 2007 through 2010. See Item 1, “Business —Regulatory Matters — Medicare, Medicaid and Other Government Reimbursement Programs.”

In addition, state and local government regulations or administrative policies regulate ambulance rate structures in some jurisdictions in which we conduct transport services. We may be unable to receive ambulance service rate increases on a timely basis where rates are regulated, or to establish or maintain satisfactory rate structures where rates are not regulated.

We believe that regulatory trends in cost containment will continue. We cannot assure you that we will be able to offset reduced operating margins through cost reductions, increased volume, the introduction of additional procedures or otherwise. In addition, we cannot assure you that federal, state and local governments will not impose reductions in the fee schedules or rate regulations applicable to our services in the future. Any such reductions could have a material adverse effect on our business, financial condition or results of operations.

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If current or future laws or regulations force us to restructure our arrangements with physicians, professional corporations and hospitals, we may incur additional costs, lose contracts and suffer a reduction in net revenue under existing contracts, and we may need to refinance our debt or obtain debt holder consent.

A number of laws bear on our contractual relationships with our physicians. There is a risk that state authorities in some jurisdictions may find that these contractual relationships violate laws prohibiting the corporate practice of medicine and fee-splitting prohibitions. These laws prohibit the practice of medicine by general business corporations and are intended to prevent unlicensed persons or entities from interfering with or inappropriately influencing the physician’s professional judgment. They may also prevent the sharing of professional services income with non-professional or business interests. From time to time, including recently, we have been involved in litigation in which private litigants have raised these issues. See Item 1, “Business —Regulatory Matters — Fee-Splitting; Corporate Practice of Medicine.”

In addition, the Medicare program generally prohibits the reassignment of Medicare payments due to a physician or other healthcare provider to any other person or entity unless the billing arrangement between that physician or other healthcare provider and the other person or entity falls within an enumerated exception to the Medicare reassignment prohibition. The Medicare Modernization Act amended the Medicare reassignment statute as of December 8, 2003 and now permits our independent contractor physicians to reassign their Medicare receivables to us under certain circumstances. Because this provision has only recently been implemented, it could be interpreted in a manner adverse to us, which would negatively impact our ability to bill for our physicians’ services.

Our physician contracts include contracts with individual physicians and with physicians organized as separate legal professional entities (e.g., professional medical corporations). Antitrust laws may deem each such physician/entity to be separate, both from EmCare and from each other and, accordingly, each such physician/practice is subject to a wide range of laws that prohibit anti-competitive conduct between or among separate legal entities or individuals. A review or action by regulatory authorities or the courts could force us to terminate or modify our contractual relationships with physicians and affiliated medical groups or revise them in a manner that could be materially adverse to our business. See Item 1, “Business — Regulatory Matters — Antitrust Laws.”

Various licensing and certification laws, regulations and standards apply to us, our affiliated physicians and our relationships with our affiliated physicians. Failure to comply with these laws and regulations could result in our services being found to be non-reimbursable or prior payments being subject to recoupment, and can give rise to civil or criminal penalties. We are pursuing steps we believe we must take to retain or obtain all requisite licensure and operating authorities. While we have made reasonable efforts to substantially comply with federal, state and local licensing and certification laws and regulations and standards as we interpret them, we cannot assure you that agencies that administer these programs will not find that we have failed to comply in some material respects.

EmCare’s professional liability insurance program, under which insurance is provided for most of our affiliated medical professionals and professional and corporate entities, is reinsured through our wholly-owned subsidiary, EMCA Insurance Company, Ltd. The activities associated with the business of insurance, and the companies involved in such activities, are closely regulated. Failure to comply with the laws and regulations can result in civil and criminal fines and penalties and loss of licensure. While we have made reasonable efforts to substantially comply with these laws and regulations, and utilize licensed insurance professionals where necessary and appropriate, we cannot assure you that we will not be found to have violated these laws and regulations in some material respects.

Adverse judicial or administrative interpretations could result in a finding that we are not in compliance with one or more of these laws and rules that affect our relationships with our physicians.

These laws and rules, and their interpretations, may also change in the future. Any adverse interpretations or changes could force us to restructure our relationships with physicians, professional corporations or our hospital customers, or to restructure our operations. This could cause our operating costs to increase significantly. A

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restructuring could also result in a loss of contracts or a reduction in revenue under existing contracts. Moreover, if we are required to modify our structure and organization to comply with these laws and rules, our financing agreements may prohibit such modifications and require us to obtain the consent of the holders of such debt or require the refinancing of such debt.

Our contracts with healthcare facilities and marketing practices are subject to the federal Anti-Kickback Statute, and we are currently under investigation for alleged violations of that statute.

We are subject to the federal Anti-Kickback Statute, which prohibits the knowing and willful offer, payment, solicitation or receipt of any form of “remuneration” in return for, or to induce, the referral of business or ordering of services paid for by Medicare or other federal programs. “Remuneration” potentially includes discounts and in-kind goods or services, as well as cash. Certain federal courts have held that the Anti-Kickback Statute can be violated if “one purpose” of a payment is to induce referrals. Violations of the Anti-Kickback Statute can result in imprisonment, civil or criminal fines or exclusion from Medicare and other governmental programs.

In 1999, the Office of Inspector General of the Department of Health and Human Services, or the OIG, issued an Advisory Opinion indicating that discounts provided to health facilities on the transports for which they are financially responsible potentially violate the Anti-Kickback Statute when the ambulance company also receives referrals of Medicare and other government-funded transports from the facility. The OIG has clarified that not all discounts violate the Anti-Kickback Statute, but that the statute may be violated if part of the purpose of the discount is to induce the referral of the transports paid for by Medicare or other federal programs, and the discount does not meet certain “safe harbor” conditions. In the Advisory Opinion and subsequent pronouncements, the OIG has provided guidance to ambulance companies to help them avoid unlawful discounts. See Item 1, “Business — Regulatory Matters — Federal Anti-Kickback Statute.”

Like other ambulance companies, we have provided discounts to our healthcare facility customers (nursing home and hospital) in certain circumstances. We have attempted to comply with applicable law when such discounts are provided. The government has alleged that certain of our hospital and nursing home contracts in effect in Texas in periods prior to 2002 contained discounts in violation of the federal Anti-Kickback Statute. We currently are negotiating a settlement with the government regarding these allegations. The government has indicated that, in the absence of a settlement, it will pursue further civil action in this matter. There can be no assurance that this matter will be fully resolved by settlement or that other investigations or legal action related to these matters will not be pursued against AMR in other jurisdictions or for different time frames. See Item 1, “Business — American Medical Response — Legal Matters.” If we are found to have violated the Anti-Kickback Statute, we may be subject to civil or criminal penalties, including exclusion from the Medicare or Medicaid programs, or may be required to enter into settlement agreements with the government to avoid such sanctions. Typically, such settlement agreements require substantial payments to the government in exchange for the government to release its claims. Such a settlement may also require us to enter into a Corporate Integrity Agreement, or CIA. See Item 1, “Business — Regulatory Matters — Corporate Compliance Program and Corporate Integrity Obligations.”

In addition to AMR’s contracts with healthcare facilities, other marketing practices or transactions entered into by AMR and EmCare may implicate the Anti-Kickback Statute. Although we have attempted to structure our past and current marketing initiatives and business relationships to comply with the Anti-Kickback Statute, we cannot assure you that the OIG or other authorities will not find that our marketing practices and relationships violate the statute.

Changes in our ownership structure and operations require us to comply with numerous notification and reapplication requirements in order to maintain our licensure, certification or other authority to operate, and failure to do so, or an allegation that we have failed to do so, can result in payment delays, forfeiture of payment or civil and criminal penalties.

We and our affiliated physicians are subject to various federal, state and local licensing and certification laws with which we must comply in order to maintain authorization to provide, or receive payment for, our

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services. For example, Medicare and Medicaid require that we complete and periodically update enrollment forms in order to obtain and maintain certification to participate in programs. Compliance with these requirements is complicated by the fact that they differ from jurisdiction to jurisdiction, and in some cases are not uniformly applied or interpreted even within the same jurisdiction. Failure to comply with these requirements can lead not only to delays in payment and refund requests, but in extreme cases can give rise to civil or criminal penalties.

In certain jurisdictions, changes in our ownership structure require pre- or post-notification to governmental licensing and certification agencies, or agencies with which we have contracts. Relevant laws in some jurisdictions may also require re-application or re-enrollment and approval to maintain or renew our licensure, certification, contracts or other operating authority. For example, in connection with our acquisition of AMR from Laidlaw, two of our subsidiaries were required to apply for state and local ambulance operating authority in New York. Similarly, the change in corporate structure and ownership in connection with our initial public offering may require us to give notice, re-enroll or make other applications for authority to continue operating in various jurisdictions.

If an agency requires us to complete the re-enrollment process prior to submitting reimbursement requests, we may be delayed in payment, receive refund requests or be subject to recoupment for services we provide in the interim. The change in ownership effected by our acquisition of AMR and EmCare from Laidlaw or the Company’s public offering may require us to re-enroll in one or more jurisdictions, in which case reimbursement from the relevant government program is likely to be deferred for several months. This would affect our cash flow, but would not affect our net revenue. We do not expect the impact of this deferral to be material to us unless several jurisdictions require us to re-enroll.

While we have made reasonable efforts to substantially comply with these requirements in connection with prior changes in our operations and ownership structure, and will do so in connection with this offering, we cannot assure you that the agencies that administer these programs or have awarded us contracts will not find that we have failed to comply in some material respects. A finding of non-compliance and any resulting payment delays, refund demands or other sanctions could have a material adverse effect on our business, financial condition or results of operations.

If we fail to comply with the terms of our settlement agreements with the government, we could be subject to additional litigation or other governmental actions which could be harmful to our business.

In the last five years, we have entered into four settlement agreements with the United States government. In June 2002, one of our subsidiaries, AMR of Massachusetts, entered into a settlement agreement to resolve a number of allegations, including allegations related to billing and documentation practices. In February 2003, another subsidiary, AMR of South Dakota, entered into a settlement agreement to resolve allegations that it incorrectly billed for transports performed by other providers when an AMR paramedic accompanied the patient during transport, and that it billed for certain non-emergency transports using emergency codes. In July 2004, our subsidiary, American Medical Response West, entered into a settlement agreement in connection with billing matters related to emergency transports and specialized services. In August 2004, AMR entered into a settlement agreement on behalf of a subsidiary, Regional Emergency Services LP, or RES, to resolve allegations of violations of the False Claims Act by RES and a hospital system based on the absence of certificates of medical necessity and other non-compliant billing practices. See Item 3, “Legal Proceedings.”

As part of the settlements AMR of Massachusetts and AMR West entered into with the government, we entered into Corporate Integrity Agreements, or CIAs. Pursuant to these CIAs, we are required to establish and maintain a compliance program which includes, among other elements, the appointment of a compliance officer and committee, claims review by an independent review organization, and reporting of overpayments and other “reportable events.” See Item 1, “Business — Regulatory Matters — Corporate Compliance Program and Corporate Integrity Obligations.”

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We cannot assure you that the CIAs or the compliance program we initiated has prevented, or will prevent, any repetition of the conduct or allegations that were the subject of these settlement agreements, or that the government will not raise similar allegations in other jurisdictions or for other periods of time. If such allegations are raised, or if we fail to comply with the terms of the CIAs, we may be subject to fines and other contractual and regulatory remedies specified in the CIAs or by applicable laws, including exclusion from the Medicare program and other federal and state healthcare programs. Such actions could have a material adverse effect on the conduct of our business, our financial condition or our results of operations.

If we are unable to effectively adapt to changes in the healthcare industry, our business may be harmed.

Political, economic and regulatory influences are subjecting the healthcare industry in the United States to fundamental change. We anticipate that Congress and state legislatures may continue to review and assess alternative healthcare delivery and payment systems and may in the future propose and adopt legislation effecting fundamental changes in the healthcare delivery system.

We cannot assure you as to the ultimate content, timing or effect of changes, nor is it possible at this time to estimate the impact of potential legislation. Further, it is possible that future legislation enacted by Congress or state legislatures could adversely affect our business or could change the operating environment of our customers. It is possible that changes to the Medicare or other government program reimbursements may serve as precedent to similar changes in other payors’ reimbursement policies in a manner adverse to us. Similarly, changes in private payor reimbursements could lead to adverse changes in Medicare and other government payor programs which could have a material adverse effect on our business, financial condition or results of operations.

Risk Factors Related to Our Corporate Governance

Our certificate of incorporation and our by-laws contain provisions that could discourage another company from acquiring us and may prevent attempts by our stockholders to replace or remove our current management.

Provisions of our certificate of incorporation and our by-laws may discourage, delay or prevent a merger or acquisition that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace or remove our current board of directors. These provisions include:

• providing for a classified board of directors with staggered terms,

• providing for the class B special voting stock which will be voted as directed by the Onex entities,

• providing for multi-vote shares of common stock which, upon exchange of LP exchangeable units, will be owned by the Onex entities,

• establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings, and

• the authority of the board of directors to issue, without stockholder approval, up to 20 million shares of preferred stock with such terms as the Board of Directors may determine and an additional 54 million shares of common stock.

We are a “controlled company” within the meaning of the New York Stock Exchange rules and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

Because the Onex entities own more than 50% of our combined voting power, we are deemed a “controlled company” under the rules of the New York Stock Exchange, or the NYSE. As a result, we qualify for, and rely upon, the “controlled company” exception to the board of directors and committee composition requirements

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under the rules of the NYSE. Pursuant to this exception, we are exempt from rules that would otherwise require that our board of directors be comprised of a majority of “independent directors,” and that our compensation committee and corporate governance and nominating committee be comprised solely of “independent directors” (as defined under the rules of the NYSE), so long as the Onex entities continue to own more than 50% of our combined voting power. Our Board of Directors is comprised of six persons, of which one is a representative from Onex and two are executive officers and, therefore, not “independent.”

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

We lease approximately 55,000 square feet in an office building at 6200 S. Syracuse Way, Greenwood Village, Colorado for the AMR and EMSC corporate headquarters and which also serves as one of AMR’s billing offices. Our leases for our business segments are described below.

AMR

Facilities. In addition to the corporate headquarters, we also lease approximately 500 administrative facilities and other facilities used principally for ambulance basing, garaging and maintenance in those areas in which we provide ambulance services. We own 14 facilities used principally for administrative services and stationing for our ambulances. We believe our present facilities are sufficient to meet our current and projected needs, and that suitable space is readily available should our need for space increase. Our leases expire at various dates through 2017.

Vehicle Fleet. We operate approximately 4,400 vehicles. Of these, 3,300 are ambulances, 600 are wheelchair vans and 500 are support vehicles. As of December 31, 2005, we owned approximately 90% of our vehicles and lease the balance. We replace ambulances based upon age and usage, but generally every eight to ten years. The average age of our existing ambulance fleet is approximately five years. We primarily use in-house maintenance services to maintain our fleet. In those operations where our fleet is small and quality external maintenance services that agree to maintain our fleet in accordance with AMR standards are available, we utilize these maintenance services. We are exploring ways to decrease our overall capital expenditures for vehicles, including major refurbishing and overhaul of our vehicles to extend their useful life.

EmCare

Facilities. We lease approximately 49,000 square feet in an office building at 1717 Main Street, Dallas, Texas, for certain of EmCare’s key support functions and regional operations. We also lease 16 facilities to house administrative, billing and other support functions for other regional operations. We believe our present facilities are sufficient to meet our current and projected needs, and that suitable space is readily available should our need for space increase. Our leases expire at various dates through 2014.

ITEM 3. LEGAL PROCEEDINGS

We are subject to litigation arising in the ordinary course of our business, including litigation principally relating to professional liability, auto accident and workers compensation claims. There can be no assurance that our insurance coverage will be adequate to cover all liabilities occurring out of such claims. In the opinion of management, we are not engaged in any legal proceedings that we expect will have a material adverse effect on our business, financial condition, cash flows or results of our operations other than as set forth below.

From time to time, in the ordinary course of business and like others in the industry, we receive requests for information from government agencies in connection with their regulatory or investigational authority. Such

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requests can include subpoenas or demand letters for documents to assist the government in audits or investigations. We review such requests and notices and take appropriate action. We have been subject to certain requests for information and investigations in the past and could be subject to such requests for information and investigations in the future.

We are subject to the Medicare and Medicaid fraud and abuse laws, which prohibit, among other things, any false claims, or any bribe, kick-back, rebate or other remuneration, in cash or in kind, in return for the referral of Medicare and Medicaid patients. Violation of these prohibitions may result in civil and criminal penalties and exclusion from participation in the Medicare and Medicaid programs. We have implemented policies and procedures that management believes will assure that we are in substantial compliance with these laws, but we cannot assure you that the government or a court will not find that some of our business practices violate these laws.

On May 9, 2002, AMR received a subpoena from the Office of Inspector General for the United States Department of Health and Human Services, or OIG. The subpoena requested copies of documents for the period from January 1993 through May 2002. The subpoena required us to produce a broad range of documents relating to contracts entered into by an AMR affiliate, Regional Emergency Services, or RES, in Texas, Georgia and Colorado. The Department of Justice ultimately added allegations involving contracts in Texas to its other claims against RES and a hospital system arising from a contract between RES and the hospital system in Florida. These claims, including both Texas and Florida, were settled by RES and the hospital system for approximately $20.0 million, of which we were responsible for, and have paid, $5.0 million. The government investigations in Georgia and Colorado have not been resolved.

Like other ambulance companies, we have provided discounts to our healthcare facility customers (nursing home and hospital) in certain circumstances. We have attempted to comply with applicable law when such discounts are provided. During the first quarter of fiscal 2004, we were advised by the U.S. Department of Justice that it was investigating certain business practices at AMR. The specific practices at issue were (1) whether ambulance transports involving Medicare eligible patients complied with the “medical necessity” requirement imposed by Medicare regulations, (2) whether patient signatures, when required, were properly obtained from Medicare eligible patients, and (3) whether discounts in violation of the federal Anti-Kickback Statute were provided by AMR to hospitals and nursing homes in exchange for referrals involving Medicare eligible patients. In connection with the third issue, the government has alleged that certain of our hospital and nursing home contracts in effect in Texas in periods prior to 2002 contained discounts in violation of the federal Anti-Kickback Statute. We currently are negotiating a settlement with the government regarding these allegations. Such a settlement may require us to make a substantial payment and enter into a Corporate Integrity Agreement. Under the provisions of our purchase agreement for the acquisition of AMR, we and Laidlaw share responsibility for any settlement or damages arising with respect to these matters; we are responsible for 50% of the first $10 million of damages and 10% of any damages in excess of $10 million and up to and including $50 million. Based upon our discussions with the government and our own analysis, we believe we have adequately accrued for potential losses. However, the government has indicated that, in the absence of a settlement, it will pursue further civil action in this matter. There can be no assurance that this matter will be fully resolved by settlement or that other investigations or legal action related to these matters will not be pursued against AMR in other jurisdictions or for different time frames.

On December 14, 2005, a lawsuit purporting to be a class action was commenced against AMR in Spokane, Washington. The complaint alleges that AMR billed patients and third party payors for transports it conducted between 1998 and 2005 at a higher level than contractually permitted. At this time, AMR does not believe that any incorrect billings are material in amount.

AMR and the City of Stockton, California are parties to litigation regarding the terms and enforceability of a memorandum of understanding and a related joint venture agreement between the parties to present a joint bid in response to a request for proposals to provide emergency ambulance services in the County of San Joaquin,

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California. The parties were unable to agree on the final terms of a joint bid. AMR has been awarded the San Joaquin contract. While we are unable at this time to estimate the amount of potential damages, we believe that Stockton may claim as damages a portion of our profit on the contract or the profit Stockton might have realized had the joint venture proceeded.

On July 12, 2005, we received a letter and draft Audit Report from the OIG requesting our response to its draft findings that our Massachusetts subsidiary received $1.9 million in overpayments from Medicare for services performed between July 1, 2002 and December 31, 2002. The draft findings state that some of these services did not meet Medicare medical necessity and reimbursement requirements. We disagree with the OIG’s finding and have responded to the draft Audit Report. If we are unsuccessful in challenging the OIG’s draft findings, and in any administrative appeals to which we may be entitled following the release of a final Audit Report, we may be required to make a substantial repayment.

EmCare is currently a defendant in two collective action lawsuits, William Kirby Edge v. EmCare, Inc., et al., (U.S. Dist. Ct. — S.D. Fla.) and June Belt, et al. v. EmCare, Inc., et al., (U.S. Ct. App. — 5th Cir.), brought by a number of nurse practitioners and physician assistants under the Fair Labor Standards Act. The plaintiffs are seeking to recover overtime pay for the hours they worked in excess of 40 in a workweek and reclassification as non-exempt employees. In addition to these two lawsuits, certain of the plaintiffs brought a related action under California state law. We have settled the California state law claims for $1.5 million.

As previously reported, our predecessor combined financial statements reflected an adjustment to AMR’s accounts receivable allowances, ranging from $39 million to $50 million, at various balance sheet dates prior to May 31, 2003. We have determined that this adjustment may give rise to a claim against Laidlaw International, Inc. and its subsidiary, Laidlaw Medical Holdings, Inc., pursuant to the stock purchase agreement between Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and EMSC, Inc. dated December 6, 2004. Prior to our initial public offering, we assigned any claims against Laidlaw relating to this matter to the persons who held our equity immediately prior to the offering. In accordance with Accounting Principles Board Opinion No. 29, Accounting for Nonmonetary Transactions, this assignment represented a nonreciprocal transfer between us and our equityholders prior to the initial public offering. We were unable to determine the fair value of the transferred right within reasonable limits; accordingly, we attributed no value to the assignment.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the eleven months ended December 31, 2005.

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PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Shares of our class A common stock have been trading on the New York Stock Exchange (“NYSE”), under the symbol “EMS”, since our initial public offering of such stock on December 16, 2005. There is no established market for our class B common stock or our LP exchangeable units.

Between December 16, 2005, the date our class A common stock commenced trading, and December 31, 2005 the high and low per share closing sale price of our class A common stock was $14.00 and $12.84, respectively. On March 16, 2006, there were approximately 700 holders of record of our class A common stock, 3 holders of record of our class B common stock and 5 holders of record of our LP exchangeable units.

We refer you to our Registration Statement filed on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission on December 15, 2005 under the caption “Description of Capital Stock” for a further description of our capital stock.

Dividend Policy

We currently intend to retain any future earnings to support our operations and to fund the development and growth of our business. In addition, the payment of dividends by us to holders of our common stock is limited by our senior secured credit facility (see Item 7, “Management Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements and Supplementary Data”). Our future dividend policy will depend on the requirements of financing agreements to which we may be a party. We did not pay any dividends in 2005 and do not intend to pay cash dividends on our common stock in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements and contractual restrictions.

Use of Proceeds

On December 16, 2005, a registration statement (Registration No. 333-127115) relating to our initial public offering of our class A common stock was declared effective by the Securities and Exchange Commission. This registration statement covered 8,100,000 shares of our class A common stock, including 1,215,000 shares subject to the underwriters’ over-allotment option granted by certain selling shareholders. We sold 8,100,000 shares of class A common stock at a price of $14.00 per share less underwriting discounts and commissions. The offering closed on December 21, 2005. The over-allotment option was not exercised by the underwriters. The managing underwriters were Banc of America LLC and J.P. Morgan Securities Inc.

Our aggregate gross proceeds from the offering were $113.4 million. Our aggregate net proceeds from the offering were approximately $101.9 million, after deducting $7.9 million in underwriting discounts and commissions paid to the underwriters and an estimated $3.6 in other expenses we incurred in connection with the offering. We used $99.1 million of the net proceeds to pay down our senior subordinated term debt and the remaining $2.8 million of net proceeds for general corporate expenses.

Recent Sales of Unregistered Securities

The following share numbers reflect the 1.5-for-1 stock split which was effected immediately prior to our initial public offering.

On February 10, 2005, we issued 32,250,030 class A units representing limited partnership interests of Emergency Medical Services L.P. at a purchase price of $6.67 per unit to seven accredited investors in reliance upon the exemption provided by Rule 506 of the Securities Act.

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On February 10, 2005, we issued 728,250 class B units representing limited partnership interests of Emergency Medical Services L.P. at a purchase price of $6.67 per unit to the following members of senior management in the amounts set forth opposite their names, in reliance upon the exemption provided by Rule 506 of the Securities Act:

Russell H. Harris, M.D.	15,000
Don S. Harvey	75,000
Angel L. Iscovich	15,000
Terry R. Meadows	7,500
Louis K. Meyer	15,000
David Mintz	11,250
James L. Murphy	11,250
Randel G. Owen	33,750
Dighton Packard	33,750
Steve W. Ratton, Jr.	15,000
William A. Sanger	450,000
Joseph Taylor	19,500
Douglas P. Webster	7,500
Todd Zimmerman	18,750

Effective as of February 10, 2005, we granted to members of senior management options to purchase an aggregate of 3,434,969 class B units representing limited partnership interests of Emergency Medical Services L.P., in reliance upon the exemption provided by Rule 506 of the Securities Act.

On February 10, 2005, our subsidiaries, AMR Holdco, Inc. and EmCare Holdco, Inc., sold $250,000,000 principal amount of 10% senior subordinated notes due 2005 to Banc of America Securities LLC and JP Morgan Securities Inc., as the initial purchasers, at a purchase price of $975.00 per $1,000 principal amount, in reliance upon the exemption provided by Section 4(2) of the Securities Act and Rule 144A promulgated under the Securities Act.

On March 10, 2005, we issued 112,500 class B units representing limited partnership interests of Emergency Medical Services L.P. at a purchase price of $6.67 per unit to James T. Kelly, one of our directors, in reliance upon the exemption provided by Rule 506 of the Securities Act.

On April 22, 2005, we issued 37,500 class B units representing limited partnership membership interests of Emergency Medical Services L.P. at a purchase price of $6.67 per unit to Steven B. Epstein, one of our directors, in reliance upon the exemption provided by Rule 506 of the Securities Act.

On June 10, 2005, we issued 37,500 class B units representing limited partnership interests of Emergency Medical Services L.P. at a purchase price of $6.67 per unit to Michael L. Smith, one of our directors, in reliance upon the exemption provided by Rule 506 of the Securities Act.

In July 2005, we granted to certain members of our board of directors and senior management options to purchase an aggregate of 74,250 class B units representing limited partnership units of Emergency Medical Services L.P., in reliance upon the exemption provided by Rule 506 of the Securities Act.

In July 2005, we issued 199,950 class B units representing limited partnership interests of Emergency Medical Services L.P. at a purchase price of $6.67 per unit to employees of our subsidiaries pursuant to our equity purchase plan in reliance upon the exemption provided by Rule 701 the Securities Act. The issuance of these units to employees in certain states is subject to our making regulatory filings and/or our receipt of regulatory approval.

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In July 2005, we issued 31,500 class B units representing limited partnership interests of Emergency Medical Services L.P. at a purchase price of $6.67 per unit to affiliated physicians, physician assistants and nurse practitioners pursuant to our equity purchase plan in reliance upon the exemption provided by Rule 506 the Securities Act.

In December 2005, we granted to a member of our senior management options to purchase an aggregate of 37,500 class B units representing limited partnership units of Emergency Medical Services L.P., in reliance upon the exemption provided by Rule 506 of the Securities Act.

Concurrently with the closing of our initial public offering, we issued 45 shares of our class B common stock to two accredited investors in exchange for their shares of common stock of EMSC, Inc., the general partner of EMS LP, in reliance upon the exemption provided by Rule 506 of the Securities Act.

In our reorganization, concurrently with our initial public offering:

• in reliance upon the exemptions provided by Section 3(a)(9) and Rule 506 of the Securities Act:

• we effected a 1.5-to-1 split of the EMS LP partnership units, and

• options to acquire EMS LP class B units at $10.00 per unit became options to acquire 1.5 shares of our class A common stock at a purchase price of $6.67 per share, and

• pursuant to a Registration Statement on Form S-1, we issued 1.5 shares of our class A common stock for each class B unit of EMS LP outstanding.

Concurrently with the closing of our initial public offering, we also issued shares of our class B common stock to two accredited investors in exchange for their 142,500 class A units representing limited partnership interests of Emergency Medical Services L.P., in reliance upon the exemption provided by Rule 506 of the Securities Act.

Issuer Purchases of Equity Securities

We did not repurchase any shares of our common stock during the eleven months ended December 31, 2005.

Equity Plans

Equity Option Plan

We adopted our equity option plan in connection with the acquisition of AMR and EmCare. The compensation committee of our board of directors, or the board itself if there is no committee, administers the equity option plan.

The following table presents information pertaining to our equity option plan at December 31, 2005:

Plan Category	Number of securities to be issued upon exercise of outstanding warrants and rights	Weighted average price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plan approved by security holders	3,528,719	$	6.77	529,245

These options to purchase shares of our class A common stock have the following terms:

• exercise price of $6.67 per share, except for options to purchase 37,500 shares with an exercise price of $16.00 per share,

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• vesting ratably on each of the first four anniversaries of the grant date (the first eight 6-month anniversaries in the case of Mr. Sanger), provided, that the exercisability of one-half of the options granted to each employee is subject to the further condition that Onex has realized a 15% internal rate of return, as defined, or, on the fourth anniversary of the grant date, we have achieved an aggregate EBITDA, as defined, of not less than $617.4 million, subject to certain adjustments, for the four fiscal years ending December 31, 2008,

• each option expires on the tenth anniversary of the grant date unless the employee’s employment is terminated earlier, in which case the options will expire as follows: (i) upon the termination of employment if the termination is for “cause”, (ii) 30 days after the termination of employment, or such other date as determined by the compensation committee, following termination by the employee for “good reason” or by us without “cause” or due to retirement, or (iii) 90 days after termination of employment due to death or disability, and

• upon (i) a sale of the equity of Emergency Medical Services whereby any person other than existing equity holders as of the grant date acquires voting power to elect a majority of our board of directors or (ii) a sale of all or substantially all of our assets, all options granted to each employee will accelerate (although still subject to the performance target) and will terminate if not exercised in accordance with the terms of the option agreement.

All options and Emergency Medical Services equity held by our senior management are governed by agreements which:

• restrict transfer of their equity until the fifth anniversary of purchase, and

• grant “piggyback” registration rights.

See “Description of Capital Stock — Equityholder Agreements” and “— Registration Agreement” in our Registration Statement under the Securities Act of 1933 filed on Form S-1 with the Securities and Exchange Commission on December 15, 2005 for a description of the transfer restrictions and “piggyback” registration rights.

Management Investment and Equity Purchase Plan

In connection with our acquisition of AMR and EmCare, our named executive officers and other members of management purchased an aggregate of 915,750 shares of class A common stock. Approximately 160 employees and affiliated physicians, physician assistants and nurse practitioners purchased in the aggregate an additional 231,450 shares of class A common stock pursuant to our equity purchase plan. The 1,147,200 shares held by these investors, including our named executive officers, are governed by equityholders agreements. These agreements contain restrictions on transfer of the equity. See “Description of Capital Stock — Equityholder Agreements” in our Registration Statement under the Securities Act of 1933 filed on Form S-1 with the Securities and Exchange Commission on December 15, 2005 for a description of the transfer restrictions and “piggyback” registration rights.

Offer to Provide Form 10-K

Stockholders may request a copy of our Annual Report on Form 10-K by mail addressed to our Investor Relations Department at the following address: Emergency Medical Services Corporation, 6200 South Syracuse Way, Greenwood Village, CO 80111.

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ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth our selected financial data derived from our combined or consolidated financial statements for each of the periods indicated. The selected financial data presented below should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited financial statements and notes thereto appearing in Item 8 of this Report.

Effective as of January 31, 2005, we acquired AMR and EmCare from Laidlaw and, in connection with the acquisition, we changed our fiscal year to December 31 from August 31. For all periods prior to the acquisition, the AMR and EmCare businesses formerly owned by Laidlaw are referred to as the “Predecessor.” For all periods from and subsequent to the acquisition, these businesses are referred to as the “Successor.”

The comparability of our selected historical financial data has been affected by a number of significant events and transactions. As we discuss more fully in note 1 — “Fresh-Start Accounting” of the notes to our audited financial statements included in Item 8, AMR’s and EmCare’s former parent, Laidlaw, and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Although subsidiaries of Laidlaw, neither AMR nor EmCare was included in the bankruptcy filing. Laidlaw emerged from bankruptcy protection in June 2003. Laidlaw applied fresh-start accounting as of June 1, 2003 to AMR and EmCare and pushed down to us our share of the fresh-start accounting adjustments. As a result of the fresh-start change in the basis of accounting for our underlying assets and liabilities, our results of operations and cash flows have been separated as pre-June 1, 2003 and post-May 31, 2003.

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Financial data for the year ended August 31, 2001 (Pre Fresh-Start Predecessor) represent the combination of the audited financial statements of AMR and EmCare. Financial data for the years ended August 31, 2002 (Pre Fresh-Start Predecessor), August 31, 2003 (Predecessor) and August 31, 2004 (Predecessor) and the five months ended January 31, 2005 (Predecessor) are derived from our audited combined financial statements. Financial data as of and for the eleven months ended December 31, 2005 (Successor), are derived from our audited consolidated financial statements included in Item 8 of this Report. Financial data for the eleven months ended December 31, 2004 (Predecessor) are derived from our unaudited combined financial statements.

	Successor			Predecessor															Pre Fresh-Start Predecessor
	As of and for the
	Eleven Months Ended December 31, 2005			Eleven Months Ended December 31, 2004			Five Months Ended January 31,						Fiscal Year Ended			Three Months Ended			Nine Months Ended May 31, 2003			Fiscal Year Ended			Fiscal Year Ended
													August 31,									August 31,
							2005			2004			2004			2003						2002			2001(1)
				(unaudited)						(unaudited)															(unaudited)
	(dollars in thousands)
Statement of Operations Data:
Net revenue	$	1,655,485		$	1,490,201		$	696,179		$	667,506		$	1,604,598		$	384,461		$	1,103,335		$	1,415,786		$	1,386,136
Compensation and benefits		1,146,055			1,034,287			481,305			461,923			1,117,890			264,604			757,183			960,590			976,330
Operating expenses		233,087			204,184			94,882			90,828			218,277			55,212			163,447			219,321			216,019
Insurance expenses		82,800			74,411			39,002			36,664			80,255			34,671			69,576			66,479			117,374
Selling, general and administrative expenses		54,262			44,425			21,635			22,016			47,899			12,017			37,867			61,455			53,017
Laidlaw fees and compensation charges		—			13,345			19,857			6,436			15,449			1,350			4,050			5,400			7,260
Depreciation and amortization expenses		54,143			45,593			18,808			22,079			52,739			12,560			32,144			67,183			66,286
Impairment losses		—			—			—			—			—			—			—			262,780			—
Restructuring charges		1,781			1,381			—			—			2,115			1,449			1,288			3,777			—
Laidlaw reorganization charges		—			—			—			—			—			—			3,650			8,761			9,198
Income (loss) from operations	$	83,357			72,575		$	20,690		$	27,560		$	69,974		$	2,598		$	34,130		$	(239,960	)	$	(59,348	)
Interest expense		(47,813	)		(11,963	)		(5,644	)		(4,137	)		(9,961	)		(908	)		(4,691	)		(6,418	)		(66,181	)
Realized gain (loss) on investments		(164	)		(955	)		—			—			(1,140	)		90			—			—			—
Interest and other income (loss)		1,040			728			714			1,403			240			22			304			369			222
Fresh-start accounting adjustments (2)		—			—			—			—			—			—			46,416			—			—
Loss on early debt extinguishment		(2,040	)		—			—			—			—			—			—			—			—
Income (loss) before income taxes and cumulative effect of a change in accounting principle		34,380			60,385			15,760			24,826			59,113			1,802			76,159			(246,009	)		(125,307	)
Income tax (expense) benefit		(14,372	)		(23,550	)		(6,278	)		(9,800	)		(21,764	)		(8,633	)		(829	)		(1,374	)		17,538
Income (loss) before cumulative effect of a change in accounting principle		20,008			36,835			9,482			15,026			37,349			(6,831	)		75,330			(247,383	)		(107,769	)
Cumulative effect of a change in accounting principle (3)		—			—			—			—			—			—			(223,721	)		—			—
Equity in earnings of unconsolidated subsidiary		59			—			—			—			—			—			—			—			—
Net income (loss)	$	20,067		$	36,835		$	9,482		$	15,026		$	37,349		$	(6,831	)	$	(148,391	)	$	(247,383	)	$	(107,769	)

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	Successor			Predecessor															Pre Fresh-Start Predecessor
	As of and for the
	Eleven Months Ended December 31, 2005			Eleven Months Ended December 31, 2004			Five Months Ended January 31,						Fiscal Year Ended			Three Months Ended			Nine Months Ended May 31, 2003			Fiscal Year Ended			Fiscal Year Ended
													August 31,									August 31,
							2005			2004			2004			2003						2002			2001(1)
				(unaudited)						(unaudited)															(unaudited)
	(dollars in thousands)
Net income per share:
Basic	$	0.56
Diluted	$	0.55
Weighted average number of common shares outstanding:
Basic		33,621,542
Diluted		34,282,176
Other Financial Data:
Cash flows provided by (used in):
Operating activities	$	109,963		$	124,851		$	15,966		$	18,627		$	127,679		$	30,009		$	58,769		$	156,544		$	28,044
Investing activities		(909,629	)		(92,459	)		(21,667	)		(10,881	)		(81,516	)		(15,136	)		(98,835	)		(57,347	)		(36,442	)
Financing activities		803,083			(39,385	)		10,856			(7,532	)		(47,328	)		(47,222	)		(8,060	)		(36,066	)		11,376
Cash and cash equivalents		18,048						14,631						9,476			10,641
Total assets		1,267,028						983,510						949,599			914,746
Long-term debt and capital lease obligations, including current maturities		502,184						11,497						15,480			24,057
Stockholders’ or Combined Equity		344,984						598,277						573,840			560,539

(1) Represents the combination of the audited financial statements of AMR and EmCare for the fiscal year ended August 31, 2001.

(2) See note 1 to our financial statements included in Item 8 with respect to our fresh-start financial reporting.

(3) Reflects an impairment of goodwill recorded in connection with the adoption of SFAS No. 142.

Quarterly Results

The following table summarizes our unaudited results for each quarter in the eleven month periods ended December 31, 2005 and 2004 (in thousands, except per share amounts).

	2005
	For the Two Months Ended March 31,		For the Three Months Ended
			June 30,		September 30,		December 31,
Net revenue	$	286,387	$	445,021	$	456,245	$	467,832
Income from operations		16,263		23,402		19,252		24,440
Net income		4,947		6,049		3,006		6,065
Basic income per share		0.15		0.13		0.11		0.17
Diluted income per share		0.15		0.13		0.11		0.17
	2004
	For the Two Months Ended March 31,		For the Three Months Ended
			June 30,		September 30,		December 31,
Net revenue	$	263,905	$	399,975	$	413,869	$	412,452
Income from operations		11,142		14,243		24,555		22,635
Net income		7,251		6,071		11,248		12,265

The variance in net income between the 2004 and 2005 quarters was primarily due to an increase in interest and amortization expense in 2005 incurred in connection with the acquisition from Laidlaw.

First and second quarters of 2004 include adjustments to income from operations, as previously reported, as a result of the allocation of insurance expense reductions previously recorded in the third quarter of 2004.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the audited financial statements and the notes to the audited financial statements included in Item 8 of this Report and the “Selected Financial Data” included in Item 6 of this Report. The following discussion includes periods before the acquisition of AMR and EmCare. Accordingly, the discussion and analysis of historical periods do not fully reflect the impact the acquisition of AMR and EmCare have had on us. In addition, this discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section in Item 1A of this Report. Our results may differ materially from those anticipated in any forward-looking statements.

Our financial statements referred to in this Item 7 are included in Item 8 of this Annual Report.

Company Overview

We are a leading provider of emergency medical services in the United States. We operate our business and market our services under the AMR and EmCare brands. AMR is the leading provider of ambulance transport services in the United States. EmCare is the leading provider of outsourced emergency department staffing and management services in the United States. Approximately 87% of our net revenue for the eleven months ended December 31, 2005 was generated under exclusive contracts. During the same period in 2005, we provided emergency medical services to approximately 8.8 million patients in more than 2,000 communities nationwide. For the eleven months ended December 31, 2005, we generated net revenue of $1.655 billion, of which AMR and EmCare represented approximately 64% and 36%, respectively.

American Medical Response

Over its more than 50 years of operating history, AMR has developed the largest network of ambulance transport services in the United States based on net revenue and number of transports. AMR has an 8% share of the total ambulance services market and a 21% share of the private provider ambulance market. During the eleven months ended December 31, 2005, AMR treated and transported approximately 3.2 million patients in 35 states. As of December 31, 2005, AMR had approximately 2,900 contracts with communities, government agencies, healthcare providers and insurers to provide ambulance services. AMR’s broad geographic footprint enables us to contract on a national and regional basis with managed care and insurance companies. AMR has made significant investments in technology, customer service plans, employee training and risk mitigation programs to deliver a compelling value proposition to our customers, which we believe has led to industry-leading contract retention rates. For the eleven months ended December 31, 2005, approximately 58% of AMR’s net revenue was generated from emergency 911 ambulance transport services. Non-emergency ambulance transport services, including critical care transfer, wheelchair transports and other interfacility transports, or IFTs, accounted for 32% of AMR’s net revenue for the same period, with the balance generated from the provision of training, dispatch centers and other services to communities and public safety agencies. For the eleven months ended December 31, 2005, AMR generated net revenue of $1.06 billion.

EmCare

Over its 33 years of operating history, EmCare has become the largest provider of outsourced emergency department staffing and related management services to healthcare facilities based on number of contracts with hospitals and affiliated physician groups. EmCare has a 6% share of the total emergency department services market and a 9% share of the outsourced emergency department services market. In addition, EmCare has become one of the leading providers of hospitalist services, with hospitalist related net revenue increasing from $6.7 million in the eleven months ended 2001 to $28.7 million for fiscal 2005. A hospitalist is a physician who specializes in the care of acutely ill patients in an in-patient setting. During the eleven months ended December 31, 2005, EmCare had approximately 5.6 million patient visits in 39 states.

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EmCare primarily provides emergency department staffing and related management services to healthcare facilities. EmCare recruits and hires or subcontracts with physicians and other healthcare professionals, who then provide professional services within the healthcare facilities with which we contract. We also provide billing and collection, risk management and other administrative services to our healthcare professionals and to independent physicians. EmCare has 335 contracts with hospitals and independent physician groups to provide emergency department, hospitalist and radiology staffing, and related management and other administrative services. We believe that EmCare’s successful physician recruitment and retention, high level of customer service and advanced risk management programs have resulted in high contract retention rates and continued growth in new customers. For the eleven months ended December 31, 2005, EmCare generated net revenue of $595.8 million.

Key Factors and Measures We Use to Evaluate Our Business

The key factors and measures we use to evaluate our business focus on the number of patients we treat and transport and the costs we incur to provide the necessary care and transportation for each of our patients.

We evaluate our revenue net of provisions for contractual payor discounts and provisions for uncompensated care. Medicaid, Medicare and certain other payors receive discounts from our standard charges, which we refer to as contractual discounts. In addition, individuals we treat and transport may be personally responsible for a deductible or co-pay under their third party payor coverage, and most of our contracts require us to treat and transport patients who have no insurance or other third party payor coverage. Due to the uncertainty regarding collectibility of charges associated with services we provide to these patients, which we refer to as uncompensated care, our net revenue recognition is based on expected cash collections. Our net revenue is gross billings after provisions for contractual discounts and estimated uncompensated care. Provisions for contractual discounts and uncompensated care have increased historically primarily as a result of increases in gross billing rates. The table below summarizes our approximate payor mix as a percentage of both net revenue and total transports and patient visits for fiscal 2005 (eleven months ended December 31, 2005) and fiscal 2004.

	Percentage of Net Revenue				Percentage of Total Volume
	Eleven Months Ended December 31, 2005		Year Ended August 31, 2004		Eleven Months Ended December 31, 2005		Year Ended August 31, 2004
Medicare	26.3	%	27.3	%	25.7	%	25.8	%
Medicaid	5.0		5.2		12.5		12.3
Commercial insurance and managed care	49.8		47.7		41.1		41.4
Self-pay	4.4		4.0		20.7		20.5
Subsidies and fees	14.5		15.8		0		0.0
Total	100.0	%	100.0	%	100.0	%	100.0	%

In addition to continually monitoring our payor mix, we also analyze the following measures in each of our business segments:

AMR

Approximately 90% of AMR’s net revenue for the eleven months ended December 31, 2005 was transport revenue derived from the treatment and transportation of patients based on billings to third party payors and healthcare facilities. The balance of AMR’s net revenue is derived from direct billings to communities and government agencies for the provision of training, dispatch center and other services. AMR’s measures for transport net revenue include:

• Transports. We utilize transport data, including the number and types of transports, to evaluate net revenue and as the basis by which we measure certain costs of the business. We segregate transports

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into two main categories — ambulance transports (including emergency, as well as non-emergency critical care and other interfacility transports) and wheelchair transports — due to the significant differences in reimbursement and the associated costs of providing ambulance and wheelchair transports. As a result of these differences, in certain analyses we weight our transport numbers according to category in an effort to better measure net revenue and costs.

• Net revenue per transport. Net revenue per transport reflects the expected net revenue for each transport based on gross billings less all estimated provisions for contractual discounts and uncompensated care. In order to better understand the trends across business segments and in our transport rates, we analyze our net revenue per transport based on weighted transports to reflect the differences in our transportation mix.

The change from period to period in the number of transports is influenced by increases in transports in existing markets from both new and existing facilities we serve for non-emergency transports, and the effects of general community conditions for emergency transports. The general community conditions may include (1) the timing, location and severity of influenza, allergens and other annually recurring viruses, (2) severe weather that affects a region’s health status and/or infrastructure and (3) community-specific demographic changes.

The costs we incur in our AMR business segment consist primarily of compensation and benefits for ambulance crews and support personnel, direct and indirect operating costs to provide transportation services, and costs related to accident and insurance claims. AMR’s key cost measures include:

• Unit hours and cost per unit hour. Our measurement of a unit hour is based on a fully staffed ambulance or wheelchair van for one operating hour. We use unit hours and cost per unit hour to measure compensation-related costs and the efficiency of our deployed resources. We monitor unit hours and cost per unit hour on a combined basis, as well as on a segregated basis between ambulance and wheelchair transports.

• Operating costs per transport. Operating costs per transport is comprised of certain direct operating costs, including vehicle operating costs, medical supplies and other transport-related costs, but excluding compensation-related costs. Monitoring operating costs per transport allows us to better evaluate cost trends and operating practices of our regional and local management teams.

• Accident and insurance claims. We monitor the number and magnitude of all accident and insurance claims in order to measure the effectiveness of our risk management programs. Depending on the type of claim (workers compensation, auto, general or professional liability), we monitor our performance by utilizing various bases of measurement, such as net revenue, miles driven, number of vehicles operated, compensation dollars, and number of transports.

We have focused our risk mitigation efforts on employee training for proper patient handling techniques, development of clinical and medical equipment protocols, driving safety, implementation of technology to reduce auto incidents and other risk mitigation processes which we believe has resulted in a reduction in the frequency, severity and development of claims. We continue to see positive trends in our claims costs but cannot assure you that these trends will continue.

In addition to the costs referred to above, we incur selling, general and administrative expenses which consist primarily of compensation and benefits for management, sales, marketing, account management and administrative personnel, as well as expenses related to communications, travel, professional fees and training.

Depreciation expense relates primarily to charges for usage of vehicles, computer hardware and software, equipment and other technologies. Amortization expense relates primarily to customer relationships.

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EmCare

Of EmCare’s net revenue for the eleven months ended December 31, 2005, approximately 98% was derived from our hospital contracts for emergency department staffing, hospitalist and radiology services and other management services. Of this revenue, approximately 77% was generated from billings to third party payors for patient visits and approximately 23% was generated from billings to hospitals and affiliated physician groups for professional services. EmCare’s key net revenue measures are:

• Number of contracts. This reflects the number of contractual relationships we have for outsourced emergency department staffing and related management services, hospitalist services and other management services. We analyze the change in our number of contracts from period to period based on “net new contracts,” which is the difference between total new contracts and contracts that have terminated.

• Revenue per patient visit. This reflects the expected net revenue for each patient visit based on gross billings less all estimated provisions for contractual discounts and uncompensated care. Net revenue per patient visit also includes net revenue from billings to third party payors and hospitals.

The change from period to period in the number of patient visits under our “same store” contracts is influenced by general community conditions as well as hospital-specific elements, many of which are beyond our direct control. The general community conditions include (1) the timing, location and severity of influenza, allergens and other annually recurring viruses and (2) severe weather that affects a region’s health status and/or infrastructure. Hospital-specific elements include the timing and extent of facility renovations, hospital staffing issues and regulations that affect patient flow through the hospital.

The costs incurred in our EmCare business segment consist primarily of compensation and benefits for physicians and other professional providers, professional liability costs, and contract and other support costs. EmCare’s key cost measures include:

• Provider compensation per patient visit. Provider compensation per patient visit includes all compensation and benefit costs for all professional providers, including physicians, physician assistants and nurse practitioners, during each patient visit. Providers include all full-time, part-time and independently contracted providers. Analyzing provider compensation per patient visit enables us to monitor our most significant cost in performing under our contracts.

• Professional liability costs. These costs include provisions for estimated losses for actual claims, and claims likely to be incurred in the period, within our self-insurance limits based on our past loss experience, as well as actual direct costs, including investigation and defense costs, claims payments, reinsurance costs and other costs related to provider professional liability.

We have developed extensive professional liability risk mitigation processes, including risk assessments on medical professionals and hospitals, extensive incident reporting and tracking processes, clinical fail-safe programs, training and education and other risk mitigation programs which we believe have resulted in a continued reduction in the frequency, severity and development of claims. We continue to see positive trends in our claims costs but cannot assure you that these trends will continue.

In addition to the costs referred to above, we incur selling, general and administrative expenses which consist primarily of compensation and benefits for management, sales, marketing, account management and administrative personnel, as well as expenses related to communications, travel, professional fees, and training.

Depreciation expense relates primarily to charges for usage of medical equipment, computer hardware and software, and other technologies. Amortization expense relates primarily to customer relationships.

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Non-GAAP Measures

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)

EBITDA is defined as operating income plus depreciation and amortization expense. EBITDA is commonly used by management and investors as a measure of leverage capacity, debt service ability and liquidity. EBITDA is not considered a measure of financial performance under U.S. generally accepted accounting principles (“GAAP”), and the items excluded from EBITDA are significant components in understanding and assessing our financial performance. EBITDA should not be considered in isolation or as an alternative to such GAAP measures as net income, cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our financial statements as an indicator of financial performance or liquidity. Since EBITDA is not a measure determined in accordance with GAAP and is susceptible to varying calculations, EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.

The following table sets forth a reconciliation of EBITDA to income from operations and to net income (loss) for our company, and reconciliations of EBITDA to income from operations for our two operating segments, using data derived from our financial statements for the periods indicated (amounts in thousands):

	For the
	Eleven Months Ended December 31,						Five Months Ended January 31,						Year Ended August 31,
	2005			2004			2005			2004			2004			2003
Consolidated/Combined
EBITDA	$	137,500		$	118,168		$	39,498		$	49,639		$	122,713		$	81,432
Less: Depreciation and amortization expense		54,143			45,593			18,808			22,079			52,739			44,704
Income from operations		83,357			72,575			20,690			27,560			69,974			36,728
Less: Interest expense		47,813			11,963			5,644			4,137			9,961			5,599
Realized (gain) loss on investments		164			955			—			—			1,140			(90	)
Interest and other income		(1,040	)		(728	)		(714	)		(1,403	)		(240	)		(326	)
Fresh-start accounting adjustments		—			—			—			—			—			(46,416	)
Loss on debt extinguishment		2,040			—			—			—			—			—
Equity in earnings of unconsolidated subsidiary		(59	)		—			—			—			—			—
Income tax expense		14,372			23,550			6,278			9,800			21,764			9,462
Cumulative effect of a change in accounting principle		—			—			—			—			—			223,721
Net income (loss)	$	20,067		$	36,835		$	9,482		$	15,026		$	37,349		$	(155,222	)
AMR
EBITDA	$	93,404		$	84,851		$	33,859		$	33,713		$	85,557		$	55,967
Less: Depreciation and amortization expense		44,090			38,348			16,394			18,278			43,629			39,273
Income from operations	$	49,314		$	46,503		$	17,465		$	15,435		$	41,928		$	16,694
EmCare
EBITDA	$	44,096		$	33,317		$	5,639		$	15,926		$	37,156		$	25,465
Less: Depreciation and amortization expense		10,031			7,245			2,414			3,801			9,110			5,431
Income from operations	$	34,065		$	26,072		$	3,225		$	12,125		$	28,046		$	20,034

See discussion below regarding the combination of the nine-month period ending May 31, 2003 and the three-month period ending August 31, 2003.

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Factors Affecting Operating Results

Re-Capitalization Activities

On February 10, 2005, an investor group led by Onex Partners LP and Onex Corporation, and including members of our management, purchased our operating subsidiaries, AMR and EmCare, from Laidlaw International, Inc. To fund the $828.8 million purchase price of these acquisitions, we received equity contributions of $219.2 million, issued and sold $250.0 million principal amount of senior subordinated notes, and entered into a $450.0 million senior secured credit agreement comprised of a $100.0 million revolving credit facility and a $350.0 million term loan. We borrowed the full amount of the term loan and $20.2 million under the revolving credit facility to fund our acquisition of AMR and EmCare, including the payment of related fees and expenses, and we have used balances outstanding from time to time under the revolving credit facility for working capital purposes. The increase in the outstanding balance of long-term debt in February 2005 resulted in a corresponding increase in interest expense.

On December 21, 2005, Emergency Medical Services Corporation completed its initial public offering of 8,100,000 shares of class A common stock; trading of those shares commenced on the New York Stock Exchange on December 16, 2005. We used a significant portion of the net proceeds of $101.9 million from this initial public offering to repay $99.1 million of debt outstanding under our senior secured credit facility and we used the balance for working capital, capital expenditures and other general corporate purposes. This reduction to the outstanding balance of long-term debt in December 2005 will result in a corresponding decrease in our future interest costs.

Rate Changes by Government Sponsored Programs

In February 2002, the Health Care Financing Administration, now renamed the Centers for Medicare and Medicaid Services, issued the Medicare Ambulance Fee Schedule Final Rule, or Final Rule, that revised Medicare policy on the coverage of ambulance transport services, effective April 1, 2002. The Final Rule was the result of a mandate under the Balanced Budget Act of 1997, or BBA, to establish a national fee schedule for payment of ambulance transport services that would control increases in expenditures under Part B of the Medicare program, establish definitions for ambulance transport services that link payments to the type of services furnished, consider appropriate regional and operational differences and consider adjustments to account for inflation, among other provisions. The Final Rule provided for a five-year phase-in of a national fee schedule, beginning April 1, 2002. We estimate that the impact of the ambulance service rate decreases under the national fee schedule mandated under the BBA, as modified by the phase-in provisions of the Medicare Modernization Act, resulted in a decrease in AMR’s net revenue for the fiscal years ended August 31, 2003 and 2004 of approximately $20 million and $11 million, respectively, resulted in an increase in AMR’s net revenue of approximately $16 million during calendar year 2005, and will result in a decrease in AMR’s net revenue of approximately $18 million in 2006. Based upon the current Medicare transport mix, we expect a further decrease in our net revenue totalling approximately $11 million for the period 2007 through 2010. Although we have been able to substantially mitigate the phased-in reductions of the BBA through additional fee and subsidy increases, we may not be able to continue to do so.

Medicare pays for all EmCare physicians’ services based upon a national fee schedule. The rate formula may result in significant yearly fluctuations which may be unrelated to changes in the actual cost of providing physician services. A physician fee schedule update for 2006 that called for a payment decrease of 4.4% was subsequently rescinded.

Changes in Net New Contracts

Our operating results are affected directly by the number of net new contracts we have in a period, reflecting the effects of both new contracts and contract expirations. We regularly bid for new contracts, frequently in a formal competitive bidding process that often requires written responses to a Request for Proposal (“RFP”), and,

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in any fiscal period, certain of our contracts will expire. We may elect not to seek extension or renewal of a contract if we determine that we cannot do so on favorable terms. With respect to expiring contracts we would like to renew, we may be required to seek renewal through an RFP, and we may not be successful in retaining any such contracts, or retaining them on terms that are as favorable as present terms. For example, in the case of our 9-1-1 contract with Los Angeles County, we recently were informed that we will lose a substantial portion of our 9-1-1 business under that contract.

Hurricane Katrina and our Gulf Coast Operations

AMR provides ambulance services in Gulfport and Biloxi, Mississippi and several other Gulf Coast communities. Although our dispatch center was damaged by hurricane Katrina and we had damage to a small number of vehicles, we were able to maintain communications through our use of back-up generators and other emergency supplies. We have worked closely with FEMA and other federal, state and local agencies and deployed additional ambulance transportation resources where they were most needed, particularly in the coastal areas of Mississippi, Louisiana and Alabama. For the eleven months ended December 31, 2005, revenue derived from hurricane-related services was 0.9% of net revenue and related expenses were 0.9% of total expenses included in income from operations.

EmCare operations generally were unaffected by Katrina, with only one facility in the affected area. EmCare deployed additional resources to assist at that facility, and we experienced a volume increase in certain facilities in adjacent states where evacuees were relocated.

We have been able to maintain our normal operations in areas outside the Gulf Coast, notwithstanding our transfer of resources to that area. We expect that, for the foreseeable future, our AMR operations in Mississippi will continue to be negatively affected by the aftermath of hurricane Katrina, and that we will continue to provide additional resources to assist local recovery efforts throughout the region.

Inflation

Certain of our expenses, such as wages and benefits, insurance, fuel and equipment repair and maintenance costs, are subject to normal inflationary pressures. Although we have generally been able to offset inflationary cost increases through increased operating efficiencies and successful negotiation of fees and subsidies, we can provide no assurance that we will be able to offset any future inflationary cost increases through similar efficiencies and fee changes.

AMR’s recent operating expenses have been adversely affected by increasing fuel costs. Fuel costs represented approximately 12.6% of AMR’s operating expenses in the eleven months ended December 31, 2005, an increase from 10.7% for the same period in 2004. Further increases in fuel costs without mitigation through fee and subsidy increases would continue to adversely affect AMR’s operating results.

Critical Accounting Policies

The preparation of financial statements requires management to make estimates and assumptions relating to the reporting of results of operations, financial condition and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates under different assumptions or conditions. The following are our most critical accounting policies, which are those that require management’s most difficult, subjective and complex judgments, requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

The following discussion is not intended to represent a comprehensive list of our accounting policies. For a detailed discussion of the application of these and other accounting policies, see note 2 to our audited financial statements included in Item 8 of this Report.

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Claims Liability and Professional Liability Reserves

We are self-insured up to certain limits for costs associated with workers compensation claims, automobile, professional liability claims and general business liabilities. Reserves are established for estimates of the loss that we will ultimately incur on claims that have been reported but not paid and claims that have been incurred but not reported. These reserves are based upon actuarial valuations that are prepared by our outside actuaries. Reserves, other than general liability reserves, that arose after June 1, 2003 are discounted at a rate commensurate with the interest rate on monetary assets that essentially are risk free and have a maturity comparable to the underlying liabilities. The actuarial valuations consider a number of factors, including historical claim payment patterns and changes in case reserves, the assumed rate of increase in healthcare costs and property damage repairs. Historical experience and recent trends in the historical experience are the most significant factors in the determination of these reserves. We believe the use of actuarial methods to account for these reserves provides a consistent and effective way to measure these subjective accruals. However, given the magnitude of the claims involved and the length of time until the ultimate cost is known, the use of any estimation technique in this area is inherently sensitive. Accordingly, our recorded reserves could differ from our ultimate costs related to these claims due to changes in our accident reporting, claims payment and settlement practices or claims reserve practices, as well as differences between assumed and future cost increases. Accrued unpaid claims and expenses that are expected to be paid within the next twelve months are classified as current liabilities. All other accrued unpaid claims and expenses are classified as non-current liabilities.

Trade and Other Accounts Receivable

Our internal billing operations have primary responsibility for billing and collecting our accounts receivable. We utilize various processes and procedures in our collection efforts depending on the payor classification; these efforts include monthly statements, written collection notices and telephonic follow-up procedures for certain accounts. AMR writes off amounts not collected through our internal collection efforts to our uncompensated care allowance, and sends these receivables to third party collection agencies for further follow-up collection efforts. To simplify the recording of any third party collection agency recoveries, EmCare classifies accounts sent to third party collection agencies as “delinquent” within the billing system and they are written off. These fully reserved balances had not previously been written off. Accordingly, we record any subsequent collections through third party collection efforts as a recovery, in the case of AMR, and record it against our “delinquent” status account, in the case of EmCare.

As we discuss further in our “Revenue Recognition” policy below, we determine our allowances for contractual discounts and uncompensated care based on sophisticated information systems and financial models, including payor reimbursement schedules, historical write-off experience and other economic data. We record our patient-related accounts receivable net of estimated allowances for contractual discounts and uncompensated care in the period in which we perform our services. We record gross fee-for-service revenue and related receivables based upon established fee schedule prices. We reduce our recorded revenue and receivables for estimated discounts to patients covered by contractual insurance arrangements, and reduce these further by our estimate of uncollectible accounts. We estimate our allowances for contractual discounts monthly utilizing our billing system information, and we write off applicable allowances when we receive net payments from third parties.

Our provision and allowance for uncompensated care is based primarily on the historical collection and write-off activity of our nearly 8.8 million annual patient encounters. We extract this data from our billing systems regularly and use it to compare our accounts receivable balances to estimated ultimate collections. Our allowance for uncompensated care is related principally to receivables we record for self-pay patients and is not recorded on specific accounts due to the volume of individual patient receivables and the thousands of commercial and managed care contracts.

We also have other receivables related to facility and community subsidies and contractual receivables for providing staffing to communities for special events. We review these other receivables periodically to determine our expected collections and whether any allowances may be necessary. We write the balance off after we have exhausted all collection efforts.

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Revenue Recognition

A significant portion of our revenue is derived from Medicare, Medicaid and private insurance payors that receive discounts from our standard charges (referred to as contractual provisions). Additionally, we are also subject to collection risk for services provided to uninsured patients or for the deductible or co-pay portion of services for insured patients (referred to as uncompensated care). We record our healthcare services revenue net of estimated provisions for the contractual allowances and uncompensated care.

Healthcare reimbursement is complex and may involve lengthy delays. Third party payors are continuing their efforts to control expenditures for healthcare and may disallow, in whole or in part, claims for reimbursement based on determinations that certain amounts are not reimbursable under plan coverage, were for services provided that were not determined medically necessary, or insufficient supporting information was provided. In addition, multiple payors with different requirements can be involved with each claim.

Management utilizes sophisticated information systems and financial models to estimate the provisions for contractual allowances and uncompensated care. The estimate for contractual allowances is determined on a payor-specific basis and is predominantly based on prior collection experience, adjusted as needed for known changes in reimbursement rates and recent changes in payor mix and patient acuity factors. The estimate for uncompensated care is based principally on historical collection rates, write-off percentages and accounts receivable agings. These estimates are analyzed continually and updated by management by monitoring reimbursement rate trends from governmental and private insurance payors, recent trends in collections from self-pay patients, the ultimate cash collection patterns from all payors, accounts receivable aging trends, operating statistics and ratios, and the overall trends in accounts receivable write-offs.

The evaluation of these factors, as well as the interpretation of governmental regulations and private insurance contract provisions, involves complex, subjective judgments. As a result of the inherent complexity of these calculations, our actual revenues and net income, and our accounts receivable, could vary from the amounts reported.

Income Taxes

We have significant net deferred tax assets resulting from net operating losses, or NOLs, and interest deduction carryforwards and other deductible temporary differences that will reduce taxable income in future periods. Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all or a portion of net deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including expected reversals of significant deductible temporary differences, a company’s recent financial performance, the market environment in which a company operates, tax planning strategies and the length of the NOL and interest deduction carryforward periods. Furthermore, the weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. We routinely monitor the recoverability of our deferred tax assets. Changes in management’s assessment of recoverability could result in additions to the valuation allowance, and such additions could result in significant charges to our earnings in the future.

In fiscal 2004, write-offs of net operating loss carryforwards and realization of other assets reduced the deferred tax valuation allowance by $48.2 million. As a result of our improved financial performance during fiscal 2004, management reduced the deferred tax valuation allowance by an additional $107.8 million. These adjustments resulted in the elimination of the $156 million deferred tax valuation allowance for the year ended August 31, 2004.

In connection with our acquisition of AMR and EmCare, we made a “section 338(h)(10) election” for EmCare, which eliminated $67 million of deferred tax assets and permitted us to step-up the tax basis of EmCare’s assets to fair value. Differences between book and tax depreciation and amortization for these assets will create future deferred tax assets.

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Contingencies

As discussed in note 12 — Commitments and Contingencies of notes to our financial statements, management may not be able to make a reasonable estimate of liabilities that result from the final resolution of certain contingencies disclosed. Further assessments of the potential liability will be made as additional information becomes available. Management currently does not believe that these matters will have a material adverse effect on our consolidated financial position. It is possible, however, that results of operations could be materially affected by changes in management’s assumptions relating to these matters or the actual final resolution of these proceedings.

Intangible Assets

Definite life intangible assets are subject to impairment reviews when evidence or triggering events suggest that an impairment may have occurred. Should such triggering events occur that cause us to review our definite life intangibles and the fair value of our definite life intangible asset proves to be less than our unamortized carrying amount, we would take a charge to earnings for the decline. Should factors affecting the value of our definite life intangibles change significantly, such as declining contract retention rates or reduced contractual cash flows, we may need to record an impairment charge in amounts that are significant to our financial statements.

Goodwill

Goodwill is not amortized and is required to be tested annually for impairment, or more frequently if changes in circumstances, such as an adverse change to our business environment, cause us to believe that goodwill may be impaired. Goodwill is allocated at the reporting unit level. If the fair value of the reporting unit falls below the book value of the reporting unit at an impairment assessment date, an impairment charge would be recorded.

Should our business environment or other factors change, our goodwill may become impaired and may result in material charges to our income statement.

Equity-based Compensation

Under our Equity Option Plan approved in February 2005, we have granted key employees and non-management directors options to purchase shares of our class A common stock.

Effective February 1, 2005, we adopted the provisions of Statement No. 123, “Accounting for Stock-Based Compensation”, and thereby began recognizing the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

The weighted average fair value of options granted for the eleven months ended December 31, 2005 was $1.40 per share, which was estimated using the Black-Scholes option pricing model. The following table summarizes the weighted average assumptions we used for grants in the eleven months ended December 31, 2005:

Weighted Average Assumptions	2005
Expected volatility	0%
Risk-free interest rate	3.53% – 3.88%
Expected dividend yield	0%
Expected life of the option	4-5 years

We granted 3,546,719 options to purchase shares of our class A common stock to employees and non-management directors during fiscal 2005. We recorded a charge of $1.0 million for the eleven months ended December 31, 2005 in connection with the grant of these options.

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Impact of Recently Issued Accounting Standards

In December 2004, the FASB issued Statement No. 123R, “Share-Based Payment”, as amended by Statement No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”. This Statement is a revision of FASB Statement No. 123 and is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005, which would be our first quarter 2006. The Statement requires public companies to recognize the cost of employee services received in exchange for an award of equity instruments, based on the grant-date fair value of those awards, in the financial statements. Statement No. 123R permits companies to adopt its requirements using a “modified prospective” method which requires compensation cost to be recognized in the financial statements beginning with the effective date, based on the requirements of Statement No. 123R, for all share-based payments granted after that date, and based on the requirements of Statement No. 123, for all unvested awards granted prior to the effective date of Statement No. 123R. Benefits associated with the tax deductions in excess of recognized compensation cost are required to be reported as a financing cash flow according to Statement No. 123R, rather than as an operating cash flow as required under the current rules. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after the effective date. The Company will use the prospective transition method upon adoption of this Standard on January 1, 2006. As of December 31, 2005, none of the options have been exercised and therefore there is no windfall tax pool. The adoption of this Statement is not expected to have a material impact on the Company’s financial statements.

Results of Operations

Basis of Presentation

As we discuss more fully in note 1 — “Chapter 11 Reorganization — Laidlaw” of the notes to our audited financial statements, AMR’s and EmCare’s former parent, Laidlaw, and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Although subsidiaries of Laidlaw, neither AMR nor EmCare was included in the bankruptcy filing. Laidlaw emerged from bankruptcy protection in June 2003. Laidlaw applied push-down accounting as of June 1, 2003 to AMR and EmCare and allocated to us our share of the fresh-start accounting adjustments. For financial statement purposes, for periods prior to February 1, 2005, AMR and EmCare combined are our Predecessor. As a result of the application of push-down accounting and the fresh-start change in the basis of accounting for our underlying assets and liabilities, our results of operations and cash flows have been separated further as pre-June 1, 2003 (referred to as the Pre Fresh-Start Predecessor) and post-May 31, 2003 and pre-February 1, 2005 (referred to as the Predecessor).

Effective as of January 31, 2005, we acquired EmCare and AMR from Laidlaw and in connection with the acquisition we changed our fiscal year to December 31 from August 31. For all periods prior to the acquisition, the AMR and EmCare businesses formerly owned by Laidlaw are referred to as the “Predecessor.” For all periods subsequent to the acquisition, the business is referred to as the “Successor.”

We have made no comparisons for our financial results or cash flows and other liquidity measures for the Predecessor’s three months ended August 31, 2003 or for the Pre Fresh-Start Predecessor’s financial results or cash flows and other liquidity measures for the nine months ended May 31, 2003. As the length of these periods is significantly different from the length of any corresponding comparative periods, these results are not comparable in absolute dollar terms.

However, to facilitate the identification of certain business trends, we compare the financial results and cash flows for the year ended August 31, 2004 for the Predecessor to:

• the combined financial results and cash flows for the year ended August 31, 2003, which represents the financial results and cash flows for the Predecessor for the three months ended August 31, 2003 and the financial results and cash flows for the Pre Fresh-Start Predecessor for the nine months ended May 31, 2003.

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The combined year ended August 31, 2003 presented below does not comply with SOP 90-7, which calls for separate reporting for the Predecessor and the Pre Fresh-Start Predecessor. Additionally, for the reasons described in note 1 to our financial statements and due to other non-recurring adjustments, the Pre Fresh-Start Predecessor’s financial statements for the periods prior to Laidlaw’s emergence from bankruptcy may not be comparable to our Predecessor’s financial statements and results of operations which are for periods after Laidlaw’s emergence from bankruptcy. Investors should, therefore, review this material with caution and should not rely solely on the information concerning the Pre Fresh-Start Predecessor or the combined financial results for the year ended August 31, 2003 as being indicative of our future results or as providing an accurate comparison of financial performance from period to period.

The following tables present, for the periods indicated, consolidated or combined results of operations and amounts expressed as a percentage of net revenue. This information has been derived from: (1) our audited statements of operations, which include both our AMR and our EmCare business segments, for fiscal 2005 which is the eleven months ended December 31, 2005, for the five months ended January 31, 2005 and for fiscal 2004 which is the fiscal year ended August 31, 2004, and (2) from our unaudited statements of operations, which include both our AMR and EmCare business segments, for the eleven months ended December 31, 2004, for the five months ended January 31, 2004 and for fiscal 2003 which is the fiscal year ended August 31, 2003, representing the combination of results of operations from our audited financial statements for the three months ended August 31, 2003 and for the nine months ended May 31, 2003.

Consolidated and Combined Results of Operations and as a Percentage of Net Revenue

(dollars in thousands)

	Successor			Predecessor
	Eleven Months Ended December 31, 2005			Eleven Months Ended December 31, 2004			Five Months Ended January 31,						Year Ended August 31,
							2005			2004			2004			2003
				(unaudited)						(unaudited)						(unaudited)
Net revenue	$	1,655,485		$	1,490,201		$	696,179		$	667,506		$	1,604,598		$	1,487,796
Compensation and benefits		1,146,055			1,034,287			481,305			461,923			1,117,890			1,021,787
Operating expenses		233,087			204,184			94,882			90,828			218,277			218,659
Insurance expenses		82,800			74,411			39,002			36,664			80,255			104,247
Selling, general and administrative expenses		54,262			44,425			21,635			22,016			47,899			49,884
Laidlaw fees and compensation charges (1)		—			13,345			19,857			6,436			15,449			5,400
Depreciation and amortization expenses		54,121			45,593			18,808			22,079			52,739			44,704
Restructuring charges		1,781			1,381			—			—			2,115			2,737
Laidlaw reorganization charges		—			—			—			—			—			3,650
Segment income from operations		83,379			72,575			20,690			27,560			69,974			36,728
EMSC depreciation		22			—			—			—			—			—
Income from operations		83,357			72,575			20,690			27,560			69,974			36,728
Interest expense		(47,813	)		(11,963	)		(5,644	)		(4,137	)		(9,961	)		(5,599	)
Realized gain (loss) on investments		(164	)		(955	)		—			—			(1,140	)		90
Interest and other income		1,040			728			714			1,403			240			326
Fresh-start accounting adjustments		—			—			—			—			—			46,416
Loss on early debt extinguishment		(2,040	)		—			—			—			—			—
Cumulative effect of a change in accounting principle		—			—			—			—			—			(223,721	)
Equity in earnings of unconsolidated subsidiary		59			—			—			—			—			—
Income tax expense		(14,372	)		(23,550	)		(6,278	)		(9,800	)		(21,764	)		(9,462	)
Net income (loss)	$	20,067		$	36,835		$	9,482		$	15,026		$	37,349		$	(155,222	)

(1) Amounts include specifically allocated compensation costs and the Laidlaw fees and compensation charges allocated to AMR and Emcare by Laidlaw pursuant to a formula based upon each company’s share of Laidlaw’s consolidated revenue.

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	Successor		Predecessor
	Eleven Months Ended December 31, 2005		Eleven Months Ended December 31, 2004		Five Months Ended January 31,				Year Ended August 31,
					2005		2004		2004		2003
			(unaudited)				(unaudited)				(unaudited)
Net revenue	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Compensation and benefits	69.2		69.4		69.1		69.2		69.7		68.7
Operating expenses	14.1		13.7		13.6		13.6		13.6		14.7
Insurance expenses	5.0		5.0		5.6		5.5		5.0		7.0
Selling, general and administrative expenses	3.3		3.0		3.1		3.3		3.0		3.4
Laidlaw fees and compensation charges (1)	0.0		0.9		2.9		1.0		1.0		0.4
Depreciation and amortization expenses	3.3		3.1		2.7		3.3		3.3		3.0
Restructuring charges	0.1		0.1		0.0		0.0		0.1		0.2
Laidlaw reorganization charges	0.0		0.0		0.0		0.0		0.0		0.2
Income from operations	5.0	%	4.9	%	3.0	%	4.1	%	4.4	%	2.5	%

(1) Amounts include specifically allocated compensation costs and the Laidlaw fees and compensation charges allocated to AMR and EmCare by Laidlaw pursuant to a formula based upon each company’s share of Laidlaw’s consolidated revenue.

AMR

	Successor				Predecessor
	Eleven Months Ended December 31,				Eleven Months Ended December 31,				Year Ended August 31,								Five Months Ended January 31,
	2005		% of Net Revenue		2004		% of Net Revenue		2004		% of Net Revenue		2003		% of Net Revenue		2005		% of Net Revenue		2004		% of Net Revenue
					(unaudited)								(unaudited)								(unaudited)
Net revenue	$	1,059,725	100.0	%	$	974,115	100.0	%	$	1,054,800	100.0	%	$	1,007,151	100.0	%	$	455,059	100.0	%	$	441,956	100.0	%
Compensation and benefits		678,673	64.0			626,195	64.3			687,221	65.2			647,255	64.3			289,733	63.7			287,736	65.1
Operating expenses		207,500	19.6			181,743	18.7			194,398	18.4			195,105	19.4			83,910	18.4			80,277	18.2
Insurance expenses		41,734	3.9			41,968	4.3			44,272	4.2			67,409	6.7			22,437	4.9			20,297	4.6
Selling, general and administrative expenses		36,781	3.5			29,882	3.1			32,217	3.1			35,078	3.5			15,721	3.5			16,175	3.7
Laidlaw fees and compensation charges (1)		—	0.0			8,095	0.8			9,020	0.9			3,600	0.4			9,399	2.1			3,758	0.9
Depreciation and amortization expenses		44,090	4.2			38,348	3.9			43,629	4.1			39,273	3.9			16,394	3.6			18,278	4.1
Restructuring charges		1,633	0.2			1,381	0.1			2,115	0.2			2,737	0.3			—	0.0			—	0.0
Income from operations	$	49,314	4.7	%	$	46,503	4.8		$	41,928	4.0	%	$	16,694	1.7	%	$	17,465	3.8	%	$	15,435	3.5	%

(1) Amounts include specifically allocated compensation costs and the Laidlaw fees and compensation charges allocated to AMR by Laidlaw pursuant to a formula based upon AMR’s share of Laidlaw’s consolidated revenue.

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EmCare

	Successor				Predecessor
	Eleven Months Ended December 31,				Eleven Months Ended December 31,				Year Ended August 31,								Five Months Ended January 31,
	2005		% of Net Revenue		2004		% of Net Revenue		2004		% of Net Revenue		2003		% of Net Revenue		2005		% of Net Revenue		2004		% of Net Revenue
					(unaudited)								(unaudited)								(unaudited)
Net revenue	$	595,760	100.0	%	$	516,086	100.0	%	$	549,798	100.0	%	$	480,645	100.0	%	$	241,120	100.0	%	$	225,550	100.0	%
Compensation and benefits		467,382	78.5			408,092	79.1			430,669	78.3			374,532	77.9			191,572	79.5			174,187	77.2
Operating expenses		25,587	4.3			22,441	4.3			23,879	4.3			23,554	4.9			10,972	4.6			10,551	4.7
Insurance expenses		41,066	6.9			32,443	6.3			35,983	6.5			36,838	7.7			16,565	6.9			16,367	7.3
Selling, general and administrative expenses		17,481	2.9			14,543	2.8			15,682	2.9			14,806	3.1			5,914	2.5			5,841	2.6
Laidlaw fees and compensation charges (1)		—	0.0			5,250	1.0			6,429	1.2			1,800	0.4			10,458	4.3			2,678	1.2
Depreciation and amortization expenses		10,031	1.7			7,245	1.4			9,110	1.7			5,431	1.1			2,414	1.0			3,801	1.7
Impairment losses		—	0.0			—	0.0			—	0.0			—	0.0			—	0.0			—	0.0
Laidlaw reorganization charges		—	0.0			—	0.0			—	0.0			3,650	0.8			—	0.0			—	0.0
Restructuring charge		148	0.0			—	0.0			—	0.0			—	0.0			—	0.0			—	0.0
Income from operations	$	34,065	5.7	%	$	26,072	5.1	%	$	28,046	5.1	%	$	20,034	4.2	%	$	3,225	1.3	%	$	12,125	5.4	%

(1) Amounts include specifically allocated compensation costs and the Laidlaw fees and compensation charges allocated to EmCare by Laidlaw pursuant to a formula based upon EmCare’s share of Laidlaw’s consolidated revenue.

Eleven months ended December 31, 2005 (Successor) compared to eleven months ended December 31, 2004 (Predecessor)

Consolidated

Our results for the eleven months ended December 31, 2005 reflect an increase in net revenue of $165.3 million and a reduction in net income of $16.8 million from the same period in 2004. The decrease in net income is attributable primarily to an increase of $35.9 million in interest expense, partially offset by an increase of $10.8 million in income from operations and a decrease of $9.2 million in income tax expense. Basic and diluted earnings per share were $0.56 and $0.55, respectively, for the eleven months ended December 31, 2005.

We completed our initial offering of class A common stock on December 21, 2005; when issued public trading of our shares commenced on December 16, 2005.

Net revenue

For the eleven months ended December 31, 2005 we generated net revenue of $1,655.5 million, compared to net revenue of $1,490.2 million for the same period in 2004, representing an increase of 11.1% (10.2% excluding additional hurricane deployment revenue). This increase is attributable primarily to increases in rates and volumes on existing contracts and increased volume from net new contracts.

Depreciation and amortization

Depreciation and amortization expense for the eleven months ended December 31, 2005 was $54.1 million, or 3.3% of net revenue, compared to $45.6 million, or 3.1% of net revenue, for the eleven months ended

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December 31, 2004. The change is attributable primarily to amortization expense on the contract intangible assets recorded as part of the acquisition.

Income from operations

Income from operations increased by $10.8 million, or 14.9%, for the eleven months ended December 31, 2005 compared to the same period in 2004. This increase is attributable primarily to the increase in net revenue coupled with reduced support costs from the elimination of Laidlaw fees and compensation expenses, which were $13.3 million for the eleven months ended December 31, 2004, offset by an additional $5.8 million in costs to replace the Laidlaw support services. These costs were not incurred from Laidlaw in fiscal 2005 due to the acquisition of AMR and EmCare in February 2005. The effect of the reduction in Laidlaw fees and compensation expenses was offset by a $28.9 million, or 14.2%, increase in operating expenses, an increase in selling, general and administrative expenses of $9.8 million, including the $5.8 million of costs to replace the Laidlaw support services, or 22.1%, and an increase in insurance costs of $8.4 million, or 11.3%, due to higher costs for professional liability insurance in 2005 over 2004.

Interest expense

Interest expense for the eleven months ended December 31, 2005 was $47.8 million compared to $12.0 million for the same period in 2004, representing an increase of $35.8 million. This increase relates to interest costs during 2005 on the debt we incurred in connection with our acquisition of AMR and EmCare in February 2005.

Income tax expense

Income tax expense for the eleven months ended December 31, 2005 was $14.4 million compared to $23.6 million for the same period in 2004. This $9.2 million decrease relates primarily to the additional interest expense recorded during 2005, partially offset by an increase in income from operations in 2005 over 2004, resulting in a decrease in taxable income.

AMR

Net revenue

Net revenue for the eleven months ended December 31, 2005 was $1,059.7 million, an increase of $85.6 million, or 8.8% (7.5% excluding additional hurricane deployment revenue), from $974.1 million for the same period in 2004. The increase in net revenue was due primarily to an increase in our net revenue per weighted transport of approximately 7.3% (6.0% excluding additional hurricane deployment revenue). The increase in net revenue per weighted transport was the result of rate increases in several of our operating markets and Medicare rate increases under the Medicare Modernization Act. In addition, we had a net increase of approximately 36,800 weighted transports. Weighted transports increased by approximately 108,100, or 4.2%, primarily as a result of growth in ambulance transports in existing markets. This increase was offset by a decrease of approximately 71,300 weighted transports and related net revenue of $14.3 million for the eleven months ended December 31, 2005 as a result of exiting the Pinellas County, Florida market in September 2004.

Compensation and benefits

Compensation and benefits costs for the eleven months ended December 31, 2005 were $678.7 million, or 64.0% of net revenue, compared to $626.2 million, or 64.3% of net revenue, for the same period in 2004. Total unit hours increased period over period by approximately 171,500. Total unit hours increased by approximately 325,100, or 3.4%, due to the increase in ambulance transport volume and deployment changes required as part of several contract rate increases. The exit from the Pinellas County, Florida market decreased total unit hours by approximately 153,600 and compensation and benefits costs by $11.3 million in fiscal 2005 compared to the

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same period in 2004. In addition, ambulance crew wages per ambulance unit hour increased by 6.5%, which increased compensation costs by $23.1 million. The ambulance crew wages per ambulance unit hour increase resulted principally from annual salary increases and increased levels of overtime in connection with the additional hurricane deployment. Benefits costs increased $10.9 million primarily due to increased health benefit claim costs and health insurance premiums.

Operating expenses

Operating expenses for the eleven months ended December 31, 2005 were $207.5 million, or 19.6% of net revenue, compared to $181.7 million, or 18.7% of net revenue, for the same period in 2004. Operating expenses per weighted transport increased 12.6% in fiscal 2005 compared to the prior period. The change is due primarily to additional fuel and vehicle repair costs of approximately $8.4 million, an increase in medical supply costs of $3.3 million, an increase in external services costs of $5.3 million and an increase in professional fees of $3.4 million. Medical supplies expense grew as a result of increased ambulance transport volumes and a 12.4% increase in medical supplies per ambulance transport resulting from increased emergency transports. External services grew as a result of increased ambulance transport volumes and contract modifications. The increase in professional fees was related primarily to audit fees and consulting fees for valuations we incurred in connection with our acquisition of AMR and our stock offering. Other operating costs, including occupancy, telecommunications and other expenses, increased by approximately $5.3 million, but decreased slightly as a percentage of net revenue compared to the prior period.

Insurance expense

Insurance expense for the eleven months ended December 31, 2005 was $41.7 million, or 3.9% of net revenue, compared to $42.0 million, or 4.3% of net revenue, for the same period in 2004.

Selling, general and administrative

Selling, general and administrative expense for the eleven months ended December 31, 2005 was $36.8 million, or 3.5% of net revenue, compared to $29.9 million, or 3.1% of net revenue, for the same period in 2004. The eleven months ended December 31, 2004 included reductions in expense resulting from a one-time reversal of an accrued liability of $1.8 million and payroll tax refunds related to prior periods of approximately $1.6 million. The 2005 period included an expense of $0.4 million for Onex management fees. The remaining increase in the 2005 period related primarily to the Company’s growth and implementation of strategic initiatives.

Laidlaw fees and compensation charges

AMR did not incur Laidlaw fees and compensation charges for the eleven months ended December 31, 2005 as it was no longer a subsidiary of Laidlaw. For the eleven months ended December 31, 2004, these fees and charges were $8.1 million, or 0.8% of net revenue. Costs of $3.7 million that we have incurred to date to replace the services previously performed by Laidlaw are included in the statement of operations for the eleven months ended December 31, 2005.

Depreciation and amortization

Depreciation and amortization expense for the eleven months ended December 31, 2005 was $44.1 million, or 4.2% of net revenue, compared to $38.3 million, or 3.9% of net revenue, for the same period in 2004. Of this increase, $3.1 million is depreciation expense attributable to increased capital expenditures, and $2.7 million is amortization expense related to the contract intangible we recorded in connection with the acquisition.

Restructuring charges

AMR incurred restructuring charges during the eleven months ended December 31, 2005 of $1.6 million related to the consolidation of two operating regions and the combination of the AMR and EmCare corporate

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overhead departments. Restructuring charges of $1.4 million recorded during the eleven months ended December 31, 2004 relate to a reduction in the number of operating regions. In each case, oversight of the affected operations was shifted to the remaining regional management teams.

EmCare

Net revenue

Net revenue for the eleven months ended December 31, 2005 was $595.8 million, an increase of $79.7 million, or 15.4%, from $516.1 million for the same period in 2004. The increase was due primarily to an increase in patient visits from net new hospital contracts and net revenue increases in existing contracts. In 2005, we added 26 net new contracts which accounted for a net revenue increase of $35.6 million for the eleven months ended December 31, 2005. Net revenue under our “same store” contracts (contracts in existence for the entirety of both fiscal periods) increased $44.1 million in the eleven months ended December 31, 2005 due to a 5.2% increase in patient visits and a 3.8% increase in net revenue per patient visit.

Compensation and benefits

Compensation and benefits costs for the eleven months ended December 31, 2005 were $467.4 million, or 78.5% of net revenue, compared to $408.1 million, or 79.1% of net revenue, for the same period in 2004. Provider compensation and benefits costs increased $25.8 million from net new contract additions. “Same store” provider compensation and benefits costs increased $25.9 million primarily related to an increase in patient visits.

Operating expenses

Operating expenses for the eleven months ended December 31, 2005 were $25.6 million, or 4.3% of net revenue, compared to $22.4 million, or 4.3% of net revenue, for the same period in 2004. Operating expenses increased due to net new contract additions and remained consistent as a percentage of net revenue.

Insurance expense

Professional liability insurance expense for the eleven months ended December 31, 2005 was $41.1 million, or 6.9% of net revenue, compared to $32.4 million, or 6.3% of net revenue, for the eleven months ended December 31, 2004. The increase as a percent of net revenue is primarily due to the impact of $3.3 million of favorable claims development in the 2004 period.

Selling, general and administrative

Selling, general and administrative expense for the eleven months ended December 31, 2005 was $17.5 million, or 2.9% of net revenue, compared to $14.5 million, or 2.8% of net revenue, for the eleven months ended December 31, 2004.

Laidlaw fees and compensation charges

EmCare did not incur Laidlaw fees and compensation charges for the eleven months ended December 31, 2005 as it was no longer a subsidiary of Laidlaw. For the eleven months ended December 31, 2004, these fees and charges were $5.3 million, or 1.0% of net revenue. Costs of $2.1 million that we have incurred to date to replace the services previously performed by Laidlaw are included in the statement of operations for 2005.

Depreciation and amortization

Depreciation and amortization expense for the eleven months ended December 31, 2005 was $10.0 million, or 1.7% of net revenue, compared to $7.3 million, or 1.4% of net revenue, for the eleven months ended December 31, 2004. The change is attributable primarily to amortization expense on the contract intangible we recorded in connection with the acquisition.

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Five months ended January 31, 2005 (Predecessor) compared to five months ended January 31, 2004 (Predecessor)

Combined

Interest expense

Interest expense for the five months ended January 31, 2005 was $5.6 million compared to $4.1 million for the five months ended January 31, 2004. The $1.5 million difference relates to an increase in the amount owed to Laidlaw during the five months ended January 31, 2005 compared to the same period in 2004.

Income tax expense

Income tax expense for the five months ended January 31, 2005 was $6.3 million compared to $9.8 million for the five months ended January 31, 2004. This $3.5 million decrease relates primarily to additional interest expense and added costs incurred by AMR and EmCare in connection with the acquisition.

AMR

Net revenue

Net revenue for the five months ended January 31, 2005 was $455.1 million, an increase of $13.1 million, or 3.0%, from $442.0 million for the five months ended January 31, 2004. The increase in net revenue was due primarily to an increase in our net revenue per weighted transport of approximately 6%, offset by approximately 38,700 fewer weighted transports, including a 30,220 ambulance transport decrease. The decrease in ambulance transports was due primarily to exiting the Pinellas County, Florida market in late September 2004, which accounted for a decrease of approximately 35,000 ambulance transports and $6.2 million in net revenue for the five months ended January 31, 2005.

Compensation and benefits

Compensation and benefits costs for the five months ended January 31, 2005 were $289.7 million, or 63.7% of net revenue, compared to $287.7 million, or 65.1% of net revenue, for the five months ended January 31, 2004. Total unit hours decreased period over period by 100,800 primarily as a result of the exit from the Pinellas County, Florida market, which decreased ambulance unit hours by 79,800 and compensation and benefits costs by $5.3 million. The decrease in total unit hours was offset by an increase in our ambulance crew wages per ambulance unit hour of 6.6%, which increased compensation costs by $10.1 million. The ambulance crew wages per ambulance unit hour increase resulted principally from annual salary increases. Benefits costs decreased $1.7 million due to our shift of employees previously covered under premium-based health insurance plans to self-insured health plans.

Operating expenses

Operating expenses for the five months ended January 31, 2005 were $83.9 million, or 18.4% of net revenue, compared to $80.3 million, or 18.2% of net revenue, for the five months ended January 31, 2004. Operating expenses per weighted transport increased 7.9% in 2005 compared to the prior period. This $3.6 million increase was due primarily to higher fuel costs, which were 2.0% of net revenue for the five months ended January 31, 2005, compared to 1.6% of net revenue for the same period in 2004.

Insurance expense

Insurance expense for the five months ended January 31, 2005 was $22.4 million, or 4.9% of net revenue, compared to $20.3 million, or 4.6% of net revenue, for the same period in 2004.

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Selling, general and administrative

Selling, general and administrative expense for the five months ended January 31, 2005 was $15.7 million, or 3.5% of net revenue, compared to $16.2 million, or 3.7% of net revenue, for the five months ended January 31, 2004. The $0.5 million decrease in selling, general and administrative expense related primarily to deferred compensation expense recorded as part of management incentive programs that were implemented by Laidlaw during fiscal 2004 and which were expensed as a component of Laidlaw fees and compensation charges in 2005.

Laidlaw fees and compensation charges

Laidlaw fees and compensation charges for the five months ended January 31, 2005 were $9.4 million, or 2.1% of net revenue, compared to $3.8 million, or 0.9% of net revenue, for the five months ended January 31, 2004. This $5.6 million increase was primarily due to charges related to senior management incentive plans expensed as part of the acquisition and additional Laidlaw overhead costs allocated to AMR during the five months ended January 31, 2005.

Depreciation and amortization

Depreciation and amortization expense for the five months ended January 31, 2005 was $16.4 million, or 3.6% of net revenue, compared to $18.3 million, or 4.1% of net revenue, for the five months ended January 31, 2004. The $1.9 million decrease resulted from the elimination of the contract intangible asset recorded in fiscal 2003 as part of our fresh-start accounting adjustments. As this asset was eliminated in the fourth quarter of fiscal 2004, no amortization expense was recorded for this intangible asset in the five months ended January 31, 2005.

EmCare

Net revenue

Net revenue for the five months ended January 31, 2005 was $241.1 million, an increase of $15.5 million, or 6.9%, from $225.6 million for the five months ended January 31, 2004. The increase was due primarily to an increase in patient visits from net new hospital contracts and net revenue increases in existing contracts. Following January 31, 2004, we added 33 net new contracts which accounted for a net revenue increase of $11.9 million for the five months ended January 31, 2005. Net revenue increased $2.6 million as a result of six net new contract additions in the five months ended January 31, 2004. Net revenue under our “same store” contracts (contracts in existence for the entirety of both fiscal periods) increased $1.1 million in the five months ended January 31, 2005 due to a 1.4% decrease in patient visits, offset by a 1.9% increase in net revenue per patient visit.

Compensation and benefits

Compensation and benefits costs for the five months ended January 31, 2005 were $191.6 million, or 79.5% of net revenue, compared to $174.2 million, or 77.2% of net revenue, for the five months ended January 31, 2004. Provider compensation and benefits costs increased $12.5 million from net new contract additions subsequent to August 31, 2004. “Same store” provider compensation and benefits increased $3.6 million.

Operating expenses

Operating expenses for the five months ended January 31, 2005 were $11.0 million, or 4.6% of net revenue, compared to $10.6 million, or 4.7% of net revenue, for the five months ended January 31, 2004. Operating expenses, as a percentage of net revenue, decreased due to our leveraging of fixed billing and other fixed contract costs.

Insurance expense

Professional liability insurance expense for the five months ended January 31, 2005 was $16.6 million, or 6.9% of net revenue, compared to $16.4 million, or 7.3% of net revenue, for the five months ended January 31, 2004. Insurance expense, as a percentage of net revenue, decreased due to an improvement in expected ultimate claims costs.

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Selling, general and administrative

Selling, general and administrative expense for the five months ended January 31, 2005 was $5.9 million, or 2.5% of net revenue, compared to $5.8 million, or 2.6% of net revenue, for the five months ended January 31, 2004.

Laidlaw fees and compensation charges

Laidlaw fees and compensation charges for the five months ended January 31, 2005 was $10.5 million, or 4.3% of net revenue, compared to $2.7 million, or 1.2% of net revenue, for the five months ended January 31, 2004. This $7.8 million increase was primarily due to charges related to senior management incentive plans expensed as part of the acquisition and additional Laidlaw overhead costs allocated to EmCare during the five months ended January 31, 2005.

Depreciation and amortization

Depreciation and amortization expense for the five months ended January 31, 2005 was $2.4 million, or 1.0% of net revenue, compared to $3.8 million, or 1.7% of net revenue, for the five months ended January 31, 2004. The $1.4 million decrease was the result of the elimination of the contract intangible asset recorded in fiscal 2003 as part of our fresh-start accounting adjustments. As this asset was eliminated in the fourth quarter of fiscal 2004, no amortization expense was recorded for this intangible asset in the five months ended January 31, 2005.

Fiscal year ended August 31, 2004 compared to the fiscal year ended August 31, 2003

Combined

Interest expense

Interest expense for the fiscal year ended August 31, 2004 was $10.0 million compared to $5.6 million for the fiscal year ended August 31, 2003. This increase was a result of Laidlaw suspending certain related party interest charges during the Laidlaw bankruptcy in 2003.

Income tax expense

Income tax expense for the fiscal year ended August 31, 2004 was $21.8 million compared to $9.5 million for the fiscal year ended August 31, 2003. The $12.3 million increase was the result of the release of full valuation allowances on all deferred tax assets for the 2003 period in connection with Laidlaw’s exit from bankruptcy.

AMR

Net revenue

Net revenue for the fiscal year ended August 31, 2004 was $1,054.8 million, an increase of $47.6 million, or 4.7%, from $1,007.2 million for the fiscal year ended August 31, 2003. The increase was due primarily to an increase in weighted transports of 65,800, or 2.3%, primarily as a result of an increase in ambulance transports in existing markets, resulting in a net revenue increase of $22.9 million. The balance of the increase resulted from rate increases in several of our markets that offset Medicare rate reductions in effect prior to the July 1, 2004 effective date of the Medicare Modernization Act, together increasing our net revenue per weighted transport by 2.4%, or $24.7 million.

Compensation and benefits

Compensation and benefits costs for the fiscal year ended August 31, 2004 were $687.2 million, or 65.2% of net revenue, compared to $647.3 million, or 64.3%, for the fiscal year ended August 31, 2003. The increase of

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$39.9 million includes an increase in ambulance unit hours of 242,200, or 2.5%, associated with the increase in weighted transports, totaling $8.9 million of compensation-related costs. Ambulance salaries per unit hour increased 3.5%, or $12.6 million. In fiscal 2004 we expanded our sales and marketing team and our senior management, resulting in $3.7 million of compensation and benefits costs. Our health insurance costs and other employee benefits also increased year over year by $11.0 million.

Operating expenses

Operating expenses for the fiscal year ended August 31, 2004 were $194.4 million, or 18.4% of net revenue, compared to $195.1 million, or 19.4% of net revenue, for the fiscal year ended August 31, 2003. Operating expenses per weighted transport decreased 2.6% from fiscal 2003 to fiscal 2004. These expenses decreased primarily as a result of improvements in telecommunications contract rates, totaling $0.6 million, and a reduction in medical supplies expense, totaling $0.6 million, from improved purchasing contracts and more efficient inventory management. These decreases were offset in part by increases in vehicle operating costs, totaling $0.6 million, resulting primarily from higher fuel costs incurred in late fiscal 2004.

Insurance expense

Insurance expense for the fiscal year ended August 31, 2004 was $44.3 million, or 4.2% of net revenue, compared to $67.4 million, or 6.7% of net revenue, for the fiscal year ended August 31, 2003. This decrease of $23.1 million primarily relates to insurance expense recorded in fiscal 2003 of $14.6 million resulting from increases in actuarially-computed estimates of costs required to settle prior years’ claims. In fiscal 2004, we recorded a reduction of insurance expense of $4.5 million due to favorable developments with respect to these claims. We funded these claims through Laidlaw’s captive insurance program. Excluding these adjustments, insurance expense decreased $4.0 million from fiscal 2003 to fiscal 2004 as a result of improvements in ultimate claims costs. Management implemented a number of additional risk mitigation programs at the beginning of fiscal 2003 that we believe positively impacted claims costs in fiscal 2004.

Selling, general and administrative

Selling, general and administrative expense for the fiscal year ended August 31, 2004 was $32.2 million, or 3.1% of net revenue, compared to $35.1 million, or 3.5% of net revenue, for the year ended August 31, 2003. This decrease of $2.9 million relates primarily to a one-time expense reduction to eliminate a contingent liability of $1.8 million.

Laidlaw fees and compensation charges

Laidlaw fees and compensation charges for the fiscal year ended August 31, 2004 increased from $3.6 million, or 0.4% of net revenue, to $9.0 million, or 0.9% of net revenue, from the fiscal year ended August 31, 2003. The $5.4 million increase was due to charges related to senior management incentive plans and additional Laidlaw overhead costs allocated to AMR.

Depreciation and amortization

Depreciation and amortization expense for the fiscal year ended August 31, 2004 was $43.6 million, or 4.1% of net revenue, compared to $39.3 million, or 3.9% of net revenue, for the fiscal year ended August 31, 2003. The $4.3 million increase includes $3.3 million attributable to amortization of a contract intangible asset recorded as part of our fresh-start accounting adjustments. The balance of the increase is related primarily to vehicle acquisitions made in late fiscal 2003 and fiscal 2004.

Restructuring charges

Restructuring charges were $2.1 million, or 0.2% of net revenue, for the fiscal year ended August 31, 2004, a decrease from $2.7 million, or 0.3% of net revenue, for the fiscal year ended August 31, 2003. Fiscal 2003

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restructuring charges included severance-related costs for several members of senior management who were replaced during the year and costs incurred in restructuring and consolidating our billing offices. In fiscal 2004, we reduced the number of operating regions and shifted the oversight of the affected operations to the remaining regional management teams.

EmCare

Net revenue

Net revenue for the fiscal year ended August 31, 2004 was $549.8 million, an increase of $69.2 million, or 14.4%, from $480.6 million for the fiscal year ended August 31, 2003. The increase was due primarily to an increase in patient visits from net new hospital contracts and net revenue increases in existing contracts. During fiscal 2004, we added 35 net new contracts for a net revenue increase of $21.6 million. Net revenue increased $23.6 million as a result of the net impact of contract additions and terminations in fiscal 2003. “Same store” net revenue increased $24.0 million due to a 4.5% increase in patient visits and an increase of 1.1% in net revenue per patient visit.

Compensation and benefits

Compensation and benefits costs for the fiscal year ended August 31, 2004 were $430.7 million, or 78.3% of net revenue, compared to $374.5 million, or 77.9% of net revenue, for the fiscal year ended August 31, 2003. Provider compensation and benefit costs increased $32.7 million from net new contract additions in fiscal 2003 and 2004. “Same store” contract compensation and benefits costs increased $12.8 million, or 0.2% per patient visit, as a result of increased net revenue per visit and an increase in volume of patient visits, as a number of our contracts include productivity-based compensation plans.

Operating expenses

Operating expenses for the fiscal year ended August 31, 2004 were $23.9 million, or 4.3% of net revenue, compared to $23.6 million, or 4.9% of net revenue, for the year ended August 31, 2003. Operating expenses decreased as a percent of net revenue from 4.9% in fiscal 2003 to 4.3% in fiscal 2004 due to our leveraging of fixed billing and other contract costs.

Insurance expense

Professional liability insurance expense for the fiscal year ended August 31, 2004 was $36.0 million, or 6.5% of net revenue, compared to $36.8 million, or 7.7% of net revenue, for the year ended August 31, 2003. The reduction as a percent of net revenue represents a combination of improved investment returns, changes in actuarial estimates of costs required to settle prior years’ claims and a reduction in the estimate of ultimate claims costs.

Selling, general and administrative

Selling, general and administrative expense for the fiscal year ended August 31, 2004 was $15.7 million, or 2.9% of net revenue, compared to $14.8 million, or 3.1% of net revenue, for the fiscal year ended August 31, 2003. The $0.9 million increase in selling, general and administrative expense includes $0.6 million of deferred compensation expense recorded as part of management incentive programs during fiscal 2004 that were terminated in connection with the acquisition and additional support costs required for net new contracts.

Laidlaw fees and compensation charges

Laidlaw fees and compensation charges for the fiscal year ended August 31, 2004 were $6.4 million, or 1.2% of net revenue, compared to $1.8 million, or 0.4% of net revenue, for the fiscal year ended August 31, 2003. The increase was due to charges related to senior management incentive plans and additional Laidlaw overhead costs allocated to EmCare.

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Depreciation and amortization

Depreciation and amortization expense for the fiscal year ended August 31, 2004 was $9.1 million, or 1.7% of net revenue, compared to $5.4 million, or 1.1% of net revenue, for the fiscal year ended August 31, 2003. The increase of $3.7 million was due to amortization of a contract intangible asset recorded as part of our fresh-start accounting adjustments.

Laidlaw reorganization costs

There were no allocated reorganization costs in fiscal 2004. Laidlaw reorganization costs for the fiscal year ended August 31, 2003 were $3.7 million, or 0.8% of net revenue. These costs were allocated to EmCare by Laidlaw and reflect costs borne by Laidlaw during its Chapter 11 restructuring.

Liquidity and Capital Resources

Our primary sources of liquidity are cash flow provided by our operating activities and, prior to the acquisition, related party advances from Laidlaw. We can also use our revolving senior secured credit facility, described below, to supplement cash flows provided by our operating activities if we decide to do so for strategic or operating reasons. Our liquidity needs are primarily to service long-term debt and to fund working capital requirements, capital expenditures related to the acquisition of vehicles and medical equipment, technology-related assets and insurance-related deposits. See the discussion in Item 1A, “Risk Factors” for circumstances that could affect our sources of liquidity.

Cash Flow

The table below summarizes cash flow information derived from our statements of cash flows for the periods indicated (amounts in thousands):

	For the
	Consolidated Eleven Months Ended December 31, 2005			Combined
				Year Ended August 31,						Five Months Ended January 31,
				2004			2003			2005			2004
													(unaudited)
Net cash provided (used) by:
Operating activities	$	109,963		$	127,679		$	88,778		$	15,966		$	18,628
Investing activities		(909,629	)		(81,516	)		(113,971	)		(21,667	)		(10,881	)
Financing activities	$	803,083		$	(47,328	)	$	(55,282	)	$	10,856		$	(7,532	)

Operating Activities

For the eleven months ended December 31, 2005 and fiscal year ended August 31, 2004, we generated cash flow from operating activities of $110.0 million and $127.7 million, respectively. For the eleven months ended December 31, 2005, we had net income of $20.1 million, compared to $37.3 million for fiscal 2004. The decrease in net income was primarily due to an increase in interest and amortization expense incurred in 2005 in connection with the acquisition from Laidlaw.

For the five months ended January 31, 2005 and 2004, we generated cash flow from operating activities of $16.0 million and $18.6 million, respectively. For the five months ended January 31, 2005, we had net income of $9.5 million, compared to $15.0 million for the five months ended January 31, 2004. The decrease in net income was primarily due to an increase in Laidlaw fees and compensation charges incurred in 2005 in connection with the acquisition from Laidlaw. Operating cash flow from changes in working capital for the five months ended January 31, 2005, increased $8.9 million from the same period in 2004, primarily reflecting improved collections on accounts receivables.

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During fiscal 2004, our operating activities generated $127.7 million in cash flow compared to $88.8 million in fiscal year ended August 31, 2003, an increase of $38.9 million. Operating cash flow from changes in working capital for fiscal 2004 increased $2.9 million compared to fiscal 2003. The balance of the change in cash flow provided by operating activities was attributable principally to an increase in net income, which includes increases in depreciation and amortization expense and changes in deferred taxes.

Investing Activities

Net cash used in investing activities was $909.6 million for the eleven months ended December 31, 2005, compared to $81.5 million for the fiscal year ended August 31, 2004. The $828.1 million increase was attributable principally to our net cash outflow of $828.8 million to fund the acquisition of AMR and EmCare. We also had net cash outflows to fund our insurance related programs of $39.6 million in fiscal 2004 and $32.6 million for the eleven months ended December 31, 2005. Capital expenditures were $42.8 million in fiscal 2004 and $48.9 million for the eleven months ended December 31, 2005.

Net cash used in investing activities was $21.7 million for the five months ended January 31, 2005, compared to $10.9 million for the same period in 2004. The $10.8 million increase was attributed principally to our net cash outflow to fund insurance-related deposits in our EmCare business segment. The balance resulted primarily from the purchase of new ambulance vehicles and medical equipment.

Net cash used in investing activities was $81.5 million and $114.0 million during fiscal years 2004 and 2003, respectively. In fiscal 2004, we spent $42.8 million on property and equipment. Our $22.5 million net decrease in insurance-related deposits and investments, which consist of restricted cash and cash equivalents, short-term deposits, marketable securities and long-term investments, resulted from a reduction in cash outflows to fund certain insurance-related programs consistent with improved claims development trends. In fiscal 2003, we spent $52.8 million on property and equipment.

Financing Activities

For the eleven months ended December 31, 2005, net cash provided by financing activities was $803.1 million, compared to net cash used in financing activities of $47.3 million for the fiscal year ended August 31, 2004. The increase in net cash provided by financing activities relates primarily to borrowings under our senior secured credit facility and our issuance of senior subordinated notes. For fiscal 2005, net cash used in financing activities included financing costs of $18.3 million and repayments of debt, including capital lease and senior secured credit facility obligations totaling $132.3 million.

For the five months ended January 31, 2005, net cash provided by financing activities was $10.9 million compared to net cash used in financing activities of $7.5 million for the five months ended January 31, 2004. Net cash used in financing activities relates primarily to borrowings from Laidlaw and payments on our capital lease obligations.

Net cash used in financing activities was $47.3 million and $55.3 million during fiscal years 2004 and 2003, respectively. In fiscal 2004, we made payments to Laidlaw of $31.1 million and made mandatory debt repayments of $8.7 million. Our bank overdrafts also decreased in fiscal 2004 by $4.5 million. In fiscal 2003, we made payments to Laidlaw of $58.8 million and made mandatory debt repayments of $8.2 million. Bank overdrafts also increased $7.9 million during the fiscal year ended August 31, 2003.

***

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Certain government programs, including Medicare and Medicaid programs, require notice or re-enrollment when certain ownership changes occur. In certain jurisdictions such changes require pre- or post-notification to governmental licensing and certification agencies, agencies with which we have contracts. If the payor requires us to complete the re-enrollment process prior to submitting reimbursement requests, we may be delayed in payment, receive refund requests or be subject to recoupment for services we provide in the interim. The change in ownership effected by the acquisition from Laidlaw has required two of our subsidiaries to apply for state and local ambulance operating authority in New York and may require us to re-enroll in one or more jurisdictions. The changes in our corporate structure and ownership in connection with our initial public offering or to meet certain state licensing requirements may require us to give notice, re-enroll or make other applications for authority to continue operating in various jurisdictions. If we are required to re-enroll in a jurisdiction, reimbursement from the relevant government program is likely to be deferred for several months. This will affect our cash flow, but will not affect our net revenue. We do not expect the impact of any such deferral to be material to us.

We expect to continue to fund the liquidity requirements of our business principally with cash flow from operations and amounts available under the revolving credit portion of our senior credit facility. We have available to us, upon compliance with customary conditions, $100.0 million under the revolving credit facility, less any letters of credit outstanding. Outstanding letters of credit at December 31, 2005 were $27.3 million. Further, we have a conditional right under our senior secured credit facility to request new or existing lenders to provide up to an additional $100.0 million of term debt (in $20.0 million increments).

Debt Facilities

The acquisition of AMR and EmCare resulted in a significant increase in the level of our outstanding debt. We have a $450.0 million senior secured credit facility bearing interest at variable rates at specified margins above either the agent bank’s alternate base rate or its LIBOR rate. The senior secured credit facility consists of a $100.0 million, six-year revolving credit facility and a $350.0 million, seven-year term loan. We borrowed the full amount of the term loan, and $20.2 million under the revolving credit facility, on February 10, 2005 to fund the acquisition of AMR and EmCare and pay related fees and expenses. On February 10, 2005, we also issued $250.0 million principal amount of 10% senior subordinated notes due 2015. We used the net proceeds of this notes issuance to fund the acquisition.

In December 2005, we used a significant portion of the proceeds from our initial public offering of common stock to prepay $99.1 million of the term loan. We did not incur a prepayment penalty or any similar charges in connection with this prepayment. This amount is not available for future borrowings.

Our $350.0 million term loan initially carried interest at the alternate base rate, plus a margin of 1.75%, or the LIBOR rate, plus a margin of 2.75%. We refinanced this term loan on March 29, 2005 for a term loan with identical terms except that the margins were reduced by 0.25%. The term loan is subject to quarterly amortization of principal (in quarterly installments), with 1% of the aggregate principal payable in each of the first six years, with the remaining balance due in the final year. Our $100.0 million revolving credit facility initially bears interest at the alternate base rate, plus a margin of 1.75%, or the LIBOR rate, plus a margin of 2.75%. At December 31, 2005, we had repaid all of the outstanding balance of the revolving credit facility with cash flow from operations. Under the terms of our senior secured credit facility, our letters of credit outstanding reduce our available borrowings under the revolving credit facility. At December 31, 2005, our outstanding letters of credit totaled $27.3 million, including $16.0 million to support our self-insurance program for fiscal 2002, 2003 and 2005 and $11.3 million, primarily related to secure our performance under certain 911 emergency response contracts.

We have a conditional right under our senior secured credit facility to request new or existing lenders to provide up to an additional $100 million of term debt (in $20 million increments).

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All amounts borrowed under our senior secured credit facility are collateralized by, among other things:

• substantially all present and future shares of the capital stock of AMR HoldCo, Inc. and EmCare HoldCo, Inc., our wholly-owned subsidiaries which are the co-borrowers, and each of their present and future domestic subsidiaries and 65% of the capital stock of controlled foreign corporations;

• substantially all present and future intercompany debt of the co-borrowers and each guarantor; and

• substantially all of the present and future property and assets, real and personal, of the co-borrowers and each guarantor.

The agreements governing our senior secured credit facility contains customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, mergers and consolidations, sales of assets, loans, acquisitions, joint ventures, restricted payments, transactions with affiliates, dividends and other payment restrictions affecting subsidiaries, a change in control of the company and other matters customarily restricted in such agreements. The agreement governing our senior secured credit facility also contains financial covenants, including a maximum total leverage ratio (5.50 to 1.00 as of December 31, 2005), maximum senior leverage ratio (3.25 to 1.00 as of December 31, 2005) and a minimum fixed charge coverage ratio (1.05 to 1.00 as of December 31, 2005), all of which are based on adjusted EBITDA, which is the amount of our income (loss) from operations before depreciation and amortization expenses and other specifically identified exclusions. These ratios are to be calculated each quarter based on the financial data for the four fiscal quarters then ending. Each financial covenant ratio adjusts over time as set forth in our senior secured credit facility. Our failure to meet any of these financial covenants could be an event of default under our senior secured credit facility.

The calculated ratios for the four fiscal quarters, or LTM, ended December 31, 2005 were as follows:

	December 31, 2005
	(dollars in thousands)
Total Leverage Ratio:		3.28
Consolidated Indebtedness/	$	502,184
Adjusted LTM EBITDA(1)	$	153,157
Senior Leverage Ratio:		1.65
Senior Indebtedness/	$	252,184
Adjusted LTM EBITDA(1)	$	153,157
Fixed Charge Coverage Ratio:		1.73
Fixed Charge Numerator(2)	$	100,607
Fixed Charge Denominator(3)	$	58,237

(1) “Adjusted LTM EBITDA” is calculated as set forth in our senior secured credit facility: our consolidated EBITDA for the four fiscal quarters ended December 31, 2005, adding back all management fees, and other specifically identified exclusions.

(2) The numerator for the fixed charge ratio is calculated as set forth in our senior secured credit facility: Adjusted EBITDA, less capital expenditures, for the four fiscal quarters ended December 31, 2005.

(3) The denominator for the fixed charge ratio is calculated as set forth in our senior secured credit facility: the sum of our consolidated interest expense, cash income taxes and principal amount of all scheduled amortization payments on all Indebtedness (as defined), including pro forma annual principal payments on our senior secured credit facility, for the four fiscal quarters ended December 31, 2005.

The indenture governing our senior subordinated notes contains a number of covenants that, among other things, restrict our ability and the ability of our subsidiaries, subject to certain exceptions, to sell assets, incur additional debt or issue preferred stock, repay other debt, pay dividends and distributions or repurchase our capital stock, create liens on assets, make investments, loans or advances, make certain acquisitions, engage in mergers or consolidations and engage in certain transactions with affiliates. We do not expect to be in violation of our debt covenants in 2006.

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Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Accordingly, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Tabular Disclosure of Contractual Obligations and other Commitments

The following table reflect a summary of obligations and commitments outstanding as of December 31, 2005, including our borrowings under our senior secured credit facility and our senior subordinated notes.

	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
	(in thousands)
Contractual obligations
(Payments Due by Period):
Long-term debt (1)	$	86	$	79	$	60	$	631	$	856
Senior secured credit facility (2)		3,500		7,000		7,000		230,750		248,250
Capital lease obligations		3,077		—		—		—		3,077
Senior subordinated notes		—		—		—		250,000		250,000
Interest on debt (3)		41,898		83,842		83,796		121,574		331,110
Operating lease obligations		27,403		34,936		20,496		31,694		114,529
Other contractual obligations (4)		6,570		6,413		3,108		971		17,062
Subtotal		82,534		132,270		114,460		635,620		964,884
Other commitments (Amount of Commitment Expiration Per Period):
Guarantees of surety bonds		—		—		—		32,885		32,885
Letters of credit (5)		—		—		—		27,347		27,347
Subtotal		—		—		—		60,232		60,232
Total obligations and commitments	$	82,534	$	132,270	$	114,460	$	695,852	$	1,025,115

(1) Excludes capital lease obligations.

(2) Excludes interest on our senior secured credit facility and senior subordinated notes.

(3) Interest on our floating rate debt was calculated for all years using the effective rate as of December 31, 2005 of 6.7%. See the discussion in Item 7A, “Quantitative and Qualitative Disclosures of Market Risk”, for situations that could result in changes to interest costs on our variable interest rate debt.

(4) Includes Onex management fees, dispatch fees and responder fees, and other purchase obligations of goods and services.

(5) Evergreen renewals are deemed to have expiration dates in excess of 5 years.

We have one capital lease relating to approximately 450 ambulances. The term of the lease extends to August 2007.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of December 31, 2005, we had $499.1 million of outstanding debt, excluding capital leases, of which $248.3 million was variable rate debt under our senior secured credit facility and the balance was fixed rate debt, including the $250.0 million aggregate principal amount of our senior subordinated notes. An increase or decrease in interest rates will affect our interest costs on variable rate debt. For comparative purposes, for every 0.125% change in interest rates, our interest costs on our senior secured credit facility will change by approximately $0.3 million per year based on our outstanding indebtedness at December 31, 2005.

We reduced the outstanding balance of our variable rate debt in December 2005 through a $99.1 million prepayment of the outstanding balance with the proceeds of our initial public offering of stock.

We monitor the risk from changing interest rates and evaluate ways to mitigate possible exposures, as appropriate.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See index to financial information on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as defined in Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or furnishes under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on their evaluation of our disclosure controls and procedures conducted within 90 days of the date of filing this Report on Form 10-K, our principal executive officer and our principal financial officer have concluded that, as of the date of their evaluation, our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) promulgated under the Securities Exchange Act of 1934, as amended) are effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended December 31, 2005 that have materially affected, or are reasonably likely to materially affect, our financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated by reference to the Company’s Proxy Statement for its Annual Stockholders Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, 2005.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated by reference to the Company’s Proxy Statement for its Annual Stockholders Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, 2005.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Incorporated by reference to the Company’s Proxy Statement for its Annual Stockholders Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, 2005.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference to the Company’s Proxy Statement for its Annual Stockholders Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, 2005.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Incorporated by reference to the Company’s Proxy Statement for its Annual Stockholders Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, 2005.

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PART IV.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statement Schedules

The Consolidated and Combined Financial Statements and Notes thereto filed as part of Form 10-K can be found in Item 8, “Financial Statements and Supplementary Data”, of this Annual Report.

Exhibits

The list of exhibits required by Item 601 of Regulation S-K and filed as part of this Annual Report on Form 10-K is as follows:

Exhibit No.	Description
2.1	Stock Purchase Agreement, dated as of December 6, 2004, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
2.2	Amendment to Stock Purchase Agreement, dated February 10, 2005, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation (incorporated by reference to Exhibit 2.2 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
2.3	Stock Purchase Agreement, dated as of December 6, 2004, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation (incorporated by reference to Exhibit 2.3 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
2.4	Amendment to Stock Purchase Agreement, dated as of February 10, 2005, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation (incorporated by reference to Exhibit 2.4 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
2.5	Letter, dated March 25, 2005, to EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.) from Laidlaw Medical Holdings, Inc. (incorporated by reference to Exhibit 2.5 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
3.1	Amended and Restated Certificate of Incorporation of Emergency Medical Services Corporation.*
3.2	Amended and Restated By-Laws of Emergency Medical Services Corporation.*
3.3	Certificate of Formation of Emergency Medical Services L.P. (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
3.4	Agreement of Limited Partnership of Emergency Medical Services L.P., dated February 10, 2005, by and among Emergency Medical Services Corporation and the persons listed on Schedule A thereto (incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
3.5	Amendment to Agreement of Limited Partnership, dated November 27, 2005, by and among Emergency Medical Services L.P. and the other signatories thereto (incorporated by reference to Exhibit 3.4.1 of the Company’s Amendment No. 4 to Registration Statement on Form S-1 filed December 5, 2005).
3.6	Amendment to Agreement of Limited Partnership, dated December 20, 2005 by and among EMSC, Inc. and the persons listed on Schedule A thereto.*

94

Exhibit No.	Description
3.7	Amended and Restated Agreement of Limited Partnership of Emergency Medical Services L.P., dated December 20, 2005, by and among EMSC, Inc. and the persons listed on Schedule A thereto.*
4.1	Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Amendment No. 5 to Registration Statement on Form S-1 filed December 6, 2005).
4.2	Form of Class B Common Stock Certificate (incorporated by reference to Exhibit 4.2 of the Company’s Amendment No. 5 to Registration Statement on Form S-1 filed December 6, 2005).
4.3	Investor Equityholders Agreement, dated February 10, 2005, by and among Emergency Medical Services L.P., Onex Partners LP and the equityholders listed on the signature pages thereto (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
4.4	Equityholders Agreement, dated as of February 10, 2005, by and among Emergency Medical Services L.P., Onex Partners LP and the equityholders listed on the signature pages thereto (incorporated by reference to Exhibit 4.4 of the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed September 14, 2005).
4.5	Registration Agreement, dated February 10, 2005, by and among Emergency Medical Services L.P. and the persons listed on Schedule A thereto and amendment thereto (incorporated by reference to Exhibit 4.5 of the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed September 14, 2005).
4.6	Indenture, dated February 10, 2005, by and among EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as trustee (incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
4.7	Supplemental Indenture, dated April 15, 2005, by and among AMR Brockton L.L.C., EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as trustee (incorporated by reference to Exhibit 4.7 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
4.8	Supplemental Indenture No. 2, effective as of September 30, 2005, by and among Global Medical Response, Inc., EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as trustee (incorporated by reference to Exhibit 4.8 of the Company’s Amendment No. 3 to Registration Statement on Form S-1 filed November 14, 2005).
4.9	Supplemental Indenture No. 3, effective as of February 23, 2006, by and among Emergency Medical Services Corporation, EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as trustee (incorporated by reference to Exhibit 4.8 of the Company’s Amendment No. 3 to Registration Statement on Form S-1 filed November 14, 2005).
4.10	Registration Rights Agreement, dated as of February 10, 2005, by and among EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., the guarantors named therein, Banc of America Securities LLC and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 4.9 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
4.11	Voting and Exchange Trust Agreement, dated as of December 20, 2005, among Emergency Medical Services Corporation, Emergency Medical Services L.P. and Onex Corporation.*
4.12	Form of Indemnification Agreement (incorporated by reference to Exhibit 4.11 of the Company’s Amendment No. 4 to Registration Statement on Form S-1 filed December 5, 2005).

95

Exhibit No.	Description
4.13	Form of 10% Senior Subordinated Note due 2015 (included in Exhibit 4.6).
4.14	Notification of Guarantee, dated as of February 10, 2005, executed by the guarantors identified therein (incorporated by reference to Exhibit 4.12 of the Company’s Registration Statement on Form S-4 filed October 11, 2005).
9.1	Voting and Exchange Trust Agreement, dated as of December 20, 2005, among Emergency Medical Services Corporation, Emergency Medical Services L.P. and Onex Corporation (included in Exhibit 4.11).*
10.1	Employment Agreement, dated December 6, 2004, between William A. Sanger and Emergency Medical Services Corporation (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.2	Employment Agreement, dated as of February 10, 2005, between Don S. Harvey and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.3	Employment Agreement, dated as of February 10, 2005, between Randel G. Owen and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.4	Employment Agreement, dated as of February 10, 2005, between Todd Zimmerman and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.5	Employment Agreement, dated as of April 19, 2005, by and between Emergency Medical Services L.P. and Dighton Packard, M.D., and assignment to Emergency Medical Services Corporation (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.6	Emergency Medical Services L.P. Equity Option Plan (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).**
10.7	Emergency Medical Services L.P. Equity Purchase Plan (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).**
10.8	Management Agreement, dated February 10, 2005, by and among Onex Partners Manager LP, EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), Inc. and EmCare HoldCo, Inc. (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.9	Purchase Agreement, dated January 27, 2005, among EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., the Registrant, the guarantors party thereto, Banc of America LLC Securities and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.10	Credit Agreement, dated as of February 10, 2005, among EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., Emergency Medical Services L.P., the guarantors party thereto, Bank of America, N.A. and the other lenders party thereto (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).

96

Exhibit No.	Description
10.11	Amendment No. 1, dated March 29, 2005, among EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Emergency Medical Services L.P., the guarantors and the lenders party thereto, to the Credit Agreement dated as of February 10, 2005, among EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., Emergency Medical Services L.P., the guarantors party thereto, Bank of America, N.A. and the other lenders party thereto (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.12	Security Agreement, dated as of February 10, 2005, made by EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo., Inc., the guarantors party thereto, in favor of Bank of America, N.A. (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.13	Assignment, dated as of December 20, 2005, by and among Emergency Medical Services Corporation, EMSC Management, Inc. and ClaimCo L.P.*
10.14.1	Form of Employee Equity Option Agreement*
10.14.2	Form of Director Equity Option Agreement*
14.1	Code of Ethics.*
21.1	Subsidiaries of Emergency Medical Services L.P. and Emergency Medical Services Corporation.*
31.1	Certification of the Chief Executive Officer of Emergency Medical Services Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of the Chief Executive Officer of Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.3	Certification of the Chief Financial Officer of Emergency Medical Services Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.4	Certification of the Chief Financial Officer of Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of the Chief Executive Officer and the Chief Financial Officer of Emergency Medical Services Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of the Chief Executive Officer and the Chief Financial Officer of Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

* Filed with this Report

** Identifies each management compensation plan or arrangement

97

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized, on the 21st day of March, 2006.

EMERGENCY MEDICAL SERVICES CORPORATION (registrant)
By:	/s/ William A. Sanger
	William A. Sanger Chairman and Chief Executive Officer
EMERGENCY MEDICAL SERVICES L.P. (registrant)
By:	Emergency Medical Services Corporation, its General Partner
By:	/s/ William A. Sanger
	William A. Sanger Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William A. Sanger William A. Sanger	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	March 21, 2006
/s/ Randel G. Owen Randel G. Owen	Chief Financial Officer (Principal Financial and Accounting Officer)	March 21, 2006
/s/ Robert M. Le Blanc Robert M. Le Blanc	Director	March 21, 2006
/s/ Steven B. Epstein Steven B. Epstein	Director	March 21, 2006
/s/ Don S. Harvey Don S. Harvey	Director	March 21, 2006
/s/ James T. Kelly James T. Kelly	Director	March 21, 2006
/s/ Michael L. Smith Michael L. Smith	Director	March 21, 2006

98

Exhibit Index

Exhibit No.	Description
2.1	Stock Purchase Agreement, dated as of December 6, 2004, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
2.2	Amendment to Stock Purchase Agreement, dated February 10, 2005, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation (incorporated by reference to Exhibit 2.2 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
2.3	Stock Purchase Agreement, dated as of December 6, 2004, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation (incorporated by reference to Exhibit 2.3 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
2.4	Amendment to Stock Purchase Agreement, dated as of February 10, 2005, by and among Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and Emergency Medical Services Corporation (incorporated by reference to Exhibit 2.4 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
2.5	Letter, dated March 25, 2005, to EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.) from Laidlaw Medical Holdings, Inc. (incorporated by reference to Exhibit 2.5 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
3.1	Amended and Restated Certificate of Incorporation of Emergency Medical Services Corporation.*
3.2	Amended and Restated By-Laws of Emergency Medical Services Corporation.*
3.3	Certificate of Formation of Emergency Medical Services L.P. (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
3.4	Agreement of Limited Partnership of Emergency Medical Services L.P., dated February 10, 2005, by and among Emergency Medical Services Corporation and the persons listed on Schedule A thereto (incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
3.5	Amendment to Agreement of Limited Partnership, dated November 27, 2005, by and among Emergency Medical Services L.P. and the other signatories thereto (incorporated by reference to Exhibit 3.4.1 of the Company’s Amendment No. 4 to Registration Statement on Form S-1 filed December 5, 2005).
3.6	Amendment to Agreement of Limited Partnership, dated December 20, 2005 by and among EMSC, Inc. and the persons listed on Schedule A thereto.*
3.7	Amended and Restated Agreement of Limited Partnership of Emergency Medical Services L.P., dated December 20, 2005, by and among EMSC, Inc. and the persons listed on Schedule A thereto.*
4.1	Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Amendment No. 5 to Registration Statement on Form S-1 filed December 6, 2005).
4.2	Form of Class B Common Stock Certificate (incorporated by reference to Exhibit 4.2 of the Company’s Amendment No. 5 to Registration Statement on Form S-1 filed December 6, 2005).
4.3	Investor Equityholders Agreement, dated February 10, 2005, by and among Emergency Medical Services L.P., Onex Partners LP and the equityholders listed on the signature pages thereto (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).

99

Exhibit No.	Description
4.4	Equityholders Agreement, dated as of February 10, 2005, by and among Emergency Medical Services L.P., Onex Partners LP and the equityholders listed on the signature pages thereto (incorporated by reference to Exhibit 4.4 of the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed September 14, 2005).
4.5	Registration Agreement, dated February 10, 2005, by and among Emergency Medical Services L.P. and the persons listed on Schedule A thereto and amendment thereto (incorporated by reference to Exhibit 4.5 of the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed September 14, 2005).
4.6	Indenture, dated February 10, 2005, by and among EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as trustee (incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
4.7	Supplemental Indenture, dated April 15, 2005, by and among AMR Brockton L.L.C., EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as trustee (incorporated by reference to Exhibit 4.7 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
4.8	Supplemental Indenture No. 2, effective as of September 30, 2005, by and among Global Medical Response, Inc., EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as trustee (incorporated by reference to Exhibit 4.8 of the Company’s Amendment No. 3 to Registration Statement on Form S-1 filed November 14, 2005).
4.9	Supplemental Indenture No. 3, effective as of February 23, 2006, by and among Emergency Medical Services Corporation, EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as trustee (incorporated by reference to Exhibit 4.8 of the Company’s Amendment No. 3 to Registration Statement on Form S-1 filed November 14, 2005).
4.10	Registration Rights Agreement, dated as of February 10, 2005, by and among EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., the guarantors named therein, Banc of America Securities LLC and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 4.9 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
4.11	Voting and Exchange Trust Agreement, dated as of December 20, 2005, among Emergency Medical Services Corporation, Emergency Medical Services L.P. and Onex Corporation.*
4.12	Form of Indemnification Agreement (incorporated by reference to Exhibit 4.11 of the Company’s Amendment No. 4 to Registration Statement on Form S-1 filed December 5, 2005).
4.13	Form of 10% Senior Subordinated Note due 2015 (included in Exhibit 4.6).
4.14	Notification of Guarantee, dated as of February 10, 2005, executed by the guarantors identified therein (incorporated by reference to Exhibit 4.12 of the Company’s Registration Statement on Form S-4 filed October 11, 2005).
9.1	Voting and Exchange Trust Agreement, dated as of December 20, 2005, among Emergency Medical Services Corporation, Emergency Medical Services L.P. and Onex Corporation (included in Exhibit 4.11).*
10.1	Employment Agreement, dated December 6, 2004, between William A. Sanger and Emergency Medical Services Corporation (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).

100

Exhibit No.	Description
10.2	Employment Agreement, dated as of February 10, 2005, between Don S. Harvey and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.3	Employment Agreement, dated as of February 10, 2005, between Randel G. Owen and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.4	Employment Agreement, dated as of February 10, 2005, between Todd Zimmerman and Emergency Medical Services L.P., and assignment to Emergency Medical Services Corporation (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.5	Employment Agreement, dated as of April 19, 2005, by and between Emergency Medical Services L.P. and Dighton Packard, M.D., and assignment to Emergency Medical Services Corporation (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.6	Emergency Medical Services L.P. Equity Option Plan (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).**
10.7	Emergency Medical Services L.P. Equity Purchase Plan (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).**
10.8	Management Agreement, dated February 10, 2005, by and among Onex Partners Manager LP, EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), Inc. and EmCare HoldCo, Inc. (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.9	Purchase Agreement, dated January 27, 2005, among EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., the Registrant, the guarantors party thereto, Banc of America LLC Securities and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.10	Credit Agreement, dated as of February 10, 2005, among EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., Emergency Medical Services L.P., the guarantors party thereto, Bank of America, N.A. and the other lenders party thereto (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.11	Amendment No. 1, dated March 29, 2005, among EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Emergency Medical Services L.P., the guarantors and the lenders party thereto, to the Credit Agreement dated as of February 10, 2005, among EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo, Inc., Emergency Medical Services L.P., the guarantors party thereto, Bank of America, N.A. and the other lenders party thereto (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.12	Security Agreement, dated as of February 10, 2005, made by EMSC Management, Inc. (formerly known as AMR HoldCo, Inc.), EmCare HoldCo., Inc., the guarantors party thereto, in favor of Bank of America, N.A. (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-1 filed August 2, 2005).
10.13	Assignment, dated as of December 20, 2005, by and among Emergency Medical Services Corporation, EMSC Management, Inc. and ClaimCo L.P.*

101

Exhibit No.	Description
10.14.1	Form of Employee Equity Option Agreement*
10.14.2	Form of Director Equity Option Agreement*
14.1	Code of Ethics.*
21.1	Subsidiaries of Emergency Medical Services L.P. and Emergency Medical Services Corporation.*
31.1	Certification of the Chief Executive Officer of Emergency Medical Services Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of the Chief Executive Officer of Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.3	Certification of the Chief Financial Officer of Emergency Medical Services Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.4	Certification of the Chief Financial Officer of Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of the Chief Executive Officer and the Chief Financial Officer of Emergency Medical Services Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of the Chief Executive Officer and the Chief Financial Officer of Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

* Filed with this Report

** Identifies each management compensation plan or arrangement

102

Index to Financial Statements

Emergency Medical Services Corporation

Report of Independent Registered Public Accounting Firm	F-2
Report of Independent Registered Public Accounting Firm	F-3
Report of Independent Registered Public Accounting Firm	F-4
Balance Sheets as of December 31, 2005 and January 31, 2005	F-5
Statements of Operations for the eleven months ended December 31, 2005, for the five months ended January 31, 2005, for the twelve months ended August 31, 2004, for the three months ended August 31, 2003 and for the nine months ended May 31, 2003	F-6
Statements of Changes in Equity for the eleven months ended December 31, 2005, for the five months ended January 31, 2005, for the twelve months ended August 31, 2004, for the three months ended August 31, 2003 and for the nine months ended May 31, 2003	F-7
Statements of Cash Flows for the eleven months ended December 31, 2005, for the five months ended January 31, 2005, for the twelve months ended August 31, 2004, for the three months ended August 31, 2003 and for the nine months ended May 31, 2003	F-9
Notes to Financial Statements	F-10

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders of

Emergency Medical Services Corporation:

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss), changes in equity and cash flows present fairly, in all material respects, the financial position of Emergency Medical Services Corporation and its subsidiaries at December 31, 2005 and the results of their operations and their cash flows for the eleven-month period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Denver, Colorado

February 23, 2006

F-2

Report of Independent Registered Public Accounting Firm

To the Stockholders of American Medical Response, Inc.

and EmCare Holdings, Inc.:

In our opinion, the accompanying combined balance sheet (predecessor basis) and the related combined statements of operations and comprehensive income (loss) (predecessor basis), changes in combined equity (predecessor basis) and cash flows (predecessor basis) present fairly, in all material respects, the financial position of American Medical Response, Inc. and its subsidiaries (“AMR”) and EmCare Holdings, Inc. and its subsidiaries (“EmCare”) (collectively, the “Company”) as of January 31, 2005 and the results of their operations and changes in combined equity and cash flows for the five-month period ended January 31, 2005, for the year ended August 31, 2004 and for the three-month period ended August 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These combined financial statements are the responsibility of the AMR and EmCare management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the combined financial statements, AMR and EmCare were wholly-owned subsidiaries of Laidlaw International, Inc., previously Laidlaw, Inc. (“Laidlaw”). The United States Bankruptcy Court for the Western District for New York confirmed Laidlaw’s Third Amended Plan of Reorganization (the “plan”) on February 27, 2003. Confirmation of the plan resulted in the discharge of all claims against Laidlaw that arose on or before June 28, 2001 and terminated all rights and interest of equity security holders as provided for in the plan. The plan was implemented in June 2003 and Laidlaw emerged from bankruptcy. In connection with its emergence from bankruptcy, Laidlaw adopted fresh-start accounting and recorded fresh-start accounting adjustments in the separate financial statements of AMR and EmCare on June 1, 2003. As a result, the Company’s post-emergence (predecessor basis) financial statements reflect a different basis of accounting than its pre-emergence (pre fresh-start predecessor basis) financial statements.

PricewaterhouseCoopers LLP

Denver, Colorado

August 1, 2005, except as to the information disclosed in Note 22, as to which the date is October 7, 2005

F-3

Report of Independent Registered Public Accounting Firm

To the Stockholders of American Medical Response, Inc.

and EmCare Holdings, Inc.:

In our opinion, the accompanying combined statements of operations and comprehensive income (loss) (pre fresh-start predecessor basis), changes in combined equity (pre fresh-start predecessor basis) and cash flows (pre fresh-start predecessor basis) present fairly, in all material respects, the results of operations and changes in combined equity and cash flows of American Medical Response, Inc. and its subsidiaries (“AMR”) and EmCare Holdings, Inc. and its subsidiaries (“EmCare”) (collectively, the “Company”) for the nine-month period ended May 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These combined financial statements are the responsibility of the AMR and EmCare management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the combined financial statements, AMR and EmCare were wholly-owned subsidiaries of Laidlaw International, Inc., previously Laidlaw, Inc. (“Laidlaw”). The United States Bankruptcy Court for the Western District for New York confirmed Laidlaw’s Third Amended Plan of Reorganization (the “plan”) on February 27, 2003. Confirmation of the plan resulted in the discharge of all claims against Laidlaw that arose on or before June 28, 2001 and terminated all rights and interest of equity security holders as provided for in the plan. The plan was implemented in June 2003 and Laidlaw emerged from bankruptcy. In connection with its emergence from bankruptcy, Laidlaw adopted fresh-start accounting and recorded fresh-start accounting adjustments in the separate financial statements of AMR and EmCare on June 1, 2003. As a result, the Company’s post-emergence (predecessor basis) financial statements reflect a different basis of accounting than its pre-emergence (pre fresh-start predecessor basis) financial statements.

PricewaterhouseCoopers LLP

Denver, Colorado

January 14, 2005, except as to the information disclosed in Note 22, as to which the date is October 7, 2005

F-4

Emergency Medical Services Corporation

Balance Sheets

(dollars in thousands)

	Consolidated December 31, 2005			Predecessor Combined January 31, 2005
Assets
Current assets:
Cash and cash equivalents	$	18,048		$	14,631
Restricted cash and cash equivalents		12,017			9,846
Restricted marketable securities		1,657			2,473
Trade and other accounts receivable, net		411,184			369,767
Parts and supplies inventory		18,449			18,499
Prepaids and other current assets		30,505			40,135
Current deferred tax assets		23,436			65,092
Total current assets		515,296			520,443
Non-current assets:
Property, plant and equipment, net		138,037			128,766
Intangible assets, net		78,183			16,075
Non-current deferred tax assets		118,408			202,469
Restricted long-term investments		67,973			41,810
Goodwill		251,168			—
Other long-term assets		97,963			73,947
Total assets	$	1,267,028		$	983,510
Liabilities and Equity
Current liabilities:
Accounts payable	$	56,290		$	55,818
Accrued liabilities		214,481			171,645
Current portion of long-term debt		6,664			5,846
Total current liabilities		277,435			233,309
Long-term debt		495,520			5,651
Other long-term liabilities		149,089			146,273
Total liabilities		922,044			385,233
Commitments and contingencies (notes 7, 9 and 12)
Equity
Preferred stock ($0.01 par value; 20,000,000 authorized 0 issued and outstanding)		—			—
Class A common stock ($0.01 par value; 100,000,000 authorized 9,247,200 issued and outstanding)		92			—
Class B common stock ($0.01 par value; 40,000,000 authorized 142,545 issued and outstanding)		1			—
Class B special voting stock ($0.01 par value; 1 authorized 1 issued and outstanding		—			—
LP exchangeable units (32,107,500 issued and outstanding)		212,361			—
Additional paid-in capital		112,937			—
Laidlaw payable		—			202,042
Laidlaw investment		—			356,550
Retained earnings		20,067			40,000
Accumulated other comprehensive income (loss)		(474	)		(315	)
Total equity		344,984			598,277
Total liabilities and equity	$	1,267,028		$	983,510

The accompanying notes are an integral part of these financial statements.

F-5

Emergency Medical Services Corporation

Statements of Operations and Comprehensive Income (Loss)

(dollars in thousands)

	Consolidated Eleven months ended December 31, 2005			Predecessor — Combined									Pre Fresh- Start Predecessor Combined Nine months ended May 31, 2003
				Five months ended January 31, 2005			Twelve months ended August 31, 2004			Three months ended August 31, 2003
Net revenue	$	1,655,485		$	696,179		$	1,604,598		$	384,461		$	1,103,335
Compensation and benefits		1,146,055			481,305			1,117,890			264,604			757,183
Operating expenses		233,087			94,882			218,277			55,212			163,447
Insurance expense		82,800			39,002			80,255			34,671			69,576
Selling, general and administrative expenses		54,262			21,635			47,899			12,017			37,867
Laidlaw fees and compensation charges		—			19,857			15,449			1,350			4,050
Depreciation and amortization expense		54,143			18,808			52,739			12,560			32,144
Restructuring charges		1,781			—			2,115			1,449			1,288
Laidlaw reorganization costs		—			—			—			—			3,650
Income from operations		83,357			20,690			69,974			2,598			34,130
Interest expense		(47,813	)		(5,644	)		(9,961	)		(908	)		(4,691	)
Realized (loss) gain on investments		(164	)		—			(1,140	)		90			—
Interest and other income		1,040			714			240			22			304
Fresh-start accounting adjustments		—			—			—			—			46,416
Loss on early debt extinguishment		(2,040	)		—			—			—			—
Income before income taxes, cumulative effect of a change in accounting principle and equity in earnings of unconsolidated subsidiary		34,380			15,760			59,113			1,802			76,159
Income tax expense		(14,372	)		(6,278	)		(21,764	)		(8,633	)		(829	)
Income (loss) before cumulative effect of a change in accounting principle and equity in earnings of unconsolidated subsidiary		20,008			9,482			37,349			(6,831	)		75,330
Cumulative effect of a change in accounting principle		—			—			—			—			(223,721	)
Equity in earnings of unconsolidated subsidiary		59			—			—			—			—
Net income (loss)		20,067			9,482			37,349			(6,831	)		(148,391	)
Other comprehensive income (loss), net of tax:
Unrealized holding (losses) gains during the period		(474	)		(309	)		1,184			(1,190	)		603
Comprehensive income (loss)	$	19,593		$	9,173		$	38,533		$	(8,021	)	$	(147,788	)
Basic net income per common share	$	0.56
Diluted net income per common share	$	0.55
Average common shares outstanding, basic		33,621,542
Average common shares outstanding, diluted		34,282,176

The accompanying notes are an integral part of these financial statements.

F-6

Emergency Medical Services Corporation

Statements of Changes in Equity

(dollars in thousands)

							Shares/Units
	Laidlaw Payable			Laidlaw Investment			Class A Common Stock	Class B Common Stock	Class B Special Voting Stock	LP Exchangeable Units	Class A Common Stock		Class B Common Stock		LP Exchangeable Units		Additional Paid-in Capital		Retained Earnings (Deficit)			Other Comprehensive Income (Loss)			Total Equity
Balances August 31, 2002 (Pre Fresh-Start Predecessor)	$	1,397,265		$	2,089,376		—	—	—	—	$	—	$	—	$	—	$	—	$	(2,726,239	)	$	116		$	760,518
Net loss		—			—		—	—	—	—		—		—		—		—		(148,391	)		—			(148,391	)
Payments made to Laidlaw, net		(83	)		—		—	—	—	—		—		—		—		—		—			—			(83	)
Unrealized holding gains		—			—		—	—	—	—		—		—		—		—		—			603			603
Balances May 31, 2003 (Pre Fresh-Start Predecessor)	$	1,397,182		$	2,089,376		—	—	—	—	$	—	$	—	$	—	$	—	$	(2,874,630	)	$	719		$	612,647
Fresh-start balances June 1, 2003 (Predecessor)	$	66,503		$	546,144		—	—	—	—	$	—	$	—	$	—	$	—	$	—		$	—		$	612,647
Net loss		—			—		—	—	—	—		—		—		—		—		(6,831	)		—			(6,831	)
Payments made to Laidlaw, net		(44,087	)		—		—	—	—	—		—		—		—		—		—			—			(44,087	)
Unrealized holding losses		—			—		—	—	—	—		—		—		—		—		—			(1,190	)		(1,190	)
Balances August 31, 2003 (Predecessor)		22,416			546,144		—	—	—	—		—		—		—		—		(6,831	)		(1,190	)		560,539
Dividend to Laidlaw		200,000			(200,000	)	—	—	—	—		—		—		—		—		—			—			—
Net income		—			—		—	—	—	—		—		—		—		—		37,349			—			37,349
Fresh-start adjustments		—			10,406		—	—	—	—		—		—		—		—		—			—			10,406
Payments made to Laidlaw, net		(35,638	)		—		—	—	—	—		—		—		—		—		—			—			(35,638	)
Unrealized holding gains		—			—		—	—	—	—		—		—		—		—		—			1,184			1,184
Balances August 31, 2004 (Predecessor)		186,778			356,550		—	—	—	—		—		—		—		—		30,518			(6	)		573,840
Net income		—			—		—	—	—	—		—		—		—		—		9,482			—			9,482
Advances from Laidlaw, net		15,264			—		—	—	—	—		—		—		—		—		—			—			15,264
Unrealized holding losses		—			—		—	—	—	—		—		—		—		—		—			(309	)		(309	)
Balances January 31, 2005 (Predecessor)	$	202,042		$	356,550		—	—	—	—	$	—	$	—	$	—	$	—	$	40,000		$	(315	)	$	598,277

F-7

Emergency Medical Services Corporation

Statements of Changes in Equity — (Continued)

(dollars in thousands)

					Shares/Units
	Laidlaw Payable		Laidlaw Investment		Class A Common Stock	Class B Common Stock	Class B Special Voting Stock	LP Exchangeable Units		Class A Common Stock		Class B Common Stock		LP Exchangeable Units			Additional Paid-in Capital		Retained Earnings (Deficit)		Other Comprehensive Income (Loss)			Total Equity
Balances February 1, 2005	$	—	$	—	—	—	—	—		$	—	$	—	$	—		$	—	$	—	$	—		$	—
Partnership units issued on transaction date, net of issuance costs of $1,726		—		—	—	—	—	33,090,795			—		—		218,879			—		—		—			218,879
Partnership units issued during the period, net of issuance costs of $193		—		—	—	—	—	306,450			—		—		1,857			—		—		—			1,857
Exchange of certain partnership units for common stock		—		—	1,147,200	142,545	1	(1,289,745	)		11		1		(8,375	)		8,363		—		—			—
Issuance of class A common stock in initial public offering, net of issuance costs of $11,525		—		—	8,100,000	—	—	—			81		—		—			101,794		—		—			101,875
Equity-based compensation		—		—	—	—	—	—			—		—		—			2,780		—		—			2,780
Net income		—		—	—	—	—	—			—		—		—			—		20,067		—			20,067
Unrealized holding losses		—		—	—	—	—	—			—		—		—			—		—		(474	)		(474	)
Balances December 31, 2005	$	—	$	—	9,247,200	142,545	1	32,107,500		$	92	$	1	$	212,361		$	112,937	$	20,067	$	(474	)	$	344,984

The accompanying notes are an integral part of these financial statements.

F-8

Emergency Medical Services Corporation

Statements of Cash Flows

(dollars in thousands)

	Consolidated Eleven months ended December 31, 2005			Predecessor — Combined									Pre Fresh-Start Predecessor Combined Nine months ended May 31, 2003
				Five months ended January 31, 2005			Twelve months ended August 31, 2004			Three months ended August 31, 2003
Cash Flows from Operating Activities
Net income (loss)	$	20,067		$	9,482		$	37,349		$	(6,831	)	$	(148,391	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		56,227			18,808			53,957			12,775			32,359
(Gain) loss on disposal of property, plant and equipment		(553	)		145			(446	)		(316	)		(349	)
Stock compensation expense		2,780			—			—			—			—
Debt extinguishment expense		2,040			—			—			—			—
Equity in earnings of unconsolidated subsidiary		(59	)		—			—			—			—
Cumulative effect of a change in accounting principle (note 2)		—			—			—			—			223,721
Non-cash Laidlaw allocated (income) expense		—			—			(4,505	)		11,522			3,058
Restructuring charges		1,781			—			2,115			1,449			1,288
Notes payable discount		—			213			132			50			218
Loss (gain) on restricted investments		164			197			1,140			(90	)		—
Deferred income taxes		14,270			6,278			21,899			(8,421	)		—
Fresh-start accounting adjustments (note 1)		—			—			—			—			(46,416	)
Changes in operating assets/liabilities:
Trade and other accounts receivable		(36,617	)		(26,057	)		(23,764	)		1,522			(14,049	)
Parts and supplies inventory		50			78			(1,133	)		(517	)		233
Prepaids and other current assets		6,900			(269	)		5,892			3,700			(12,257	)
Accounts payable and accrued liabilities		34,456			3,046			17,322			3,553			(6,614	)
Compliance and insurance accruals		8,457			4,045			20,402			12,520			31,312
Restructuring charges and acquisition accruals		—			—			(2,681	)		(907	)		(5,344	)
Net cash provided by operating activities		109,963			15,966			127,679			30,009			58,769
Cash Flows from Investing Activities
EMS LP purchase of AMR and EmCare		(828,775	)		—			—			—			—
Purchase of property, plant and equipment		(48,933	)		(14,045	)		(42,787	)		(18,079	)		(34,768	)
Purchase of business		—			(1,200	)		—			—			—
Proceeds from sale of business		—			1,300			—			—			—
Proceeds from sale of property, plant and equipment		708			175			858			341			624
Purchase of restricted cash and investments		(64,128	)		(31,257	)		(64,357	)		(11,287	)		(66,266	)
Proceeds from sale and maturity of restricted investments		35,972			35,960			46,389			12,530			36,748
Other investing activities		(11,413	)		(79	)		6,814			1,359			(35,173	)
Decrease (increase) in Laidlaw insurance deposits		6,940			(12,521	)		(28,433	)		—			—
Net cash used in investing activities		(909,629	)		(21,667	)		(81,516	)		(15,136	)		(98,835	)
Cash Flows from Financing Activities
Borrowings under senior secured credit facility		350,000			—			—			—			—
Proceeds from issuance of senior subordinated notes		250,000			—			—			—			—
Borrowings under revolving credit facility		25,200			—			—			—			—
Debt issue costs		(18,330	)		—			—			—			—
EMS LP issuance of partnership equity		222,655			—			—			—			—
EMS LP partnership equity issuance costs		(1,919	)		—			—			—			—
EMSC issuance of class A common stock		113,400			—			—			—			—
EMSC equity issuance costs		(9,329	)		—			—			—			—
Repayments of capital lease obligations and other debt		(132,345	)		(3,992	)		(8,709	)		(1,851	)		(6,338	)
Increase (decrease) in bank overdrafts		3,751			5,866			(4,544	)		8,675			(815	)
Advances from (payments to) Laidlaw		—			8,982			(31,133	)		(55,609	)		(3,141	)
(Decrease) increase in other non-current liabilities		—			—			(2,942	)		1,563			2,234
Net cash provided by (used in) financing activities		803,083			10,856			(47,328	)		(47,222	)		(8,060	)
Change in cash and cash equivalents		3,417			5,155			(1,165	)		(32,349	)		(48,126	)
Cash and cash equivalents, beginning of period		14,631			9,476			10,641			42,990			91,116
Cash and cash equivalents, end of period	$	18,048		$	14,631		$	9,476		$	10,641		$	42,990
Cash paid for interest	$	33,307		$	488		$	556		$	436		$	1,605
Cash paid for taxes	$	15,550		$	—		$	—		$	—		$	—

The accompanying notes are an integral part of these financial statements.

F-9

Emergency Medical Services Corporation

Notes to Financial Statements

(dollars in thousands)

1. General

Basis of Presentation of Financial Statements

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) to reflect the consolidated financial position, results of operations and cash flows of Emergency Medical Services Corporation (“EMSC” or the “Company”). The consolidated financial statements of EMSC include those of its direct subsidiary, Emergency Medical Services, L.P. (“EMS LP”), a Delaware limited partnership (see note 2 “Summary of Significant Accounting Policies — Equity Structure”). EMS LP acquired American Medical Response, Inc. and its subsidiaries (“AMR”) and EmCare Holdings Inc. and its subsidiaries (“EmCare”) from Laidlaw International Inc. (“Laidlaw”) on February 10, 2005 with an effective transaction date after the close of business January 31, 2005. On December 21, 2005, the Company effected a reorganization and issued class A common stock in an initial public offering (see note 11 “Equity”). For comparative purposes, the Company has included the combined financial position, results of operations and cash flows of AMR and EmCare for periods prior to and including January 31, 2005 (“Predecessor” or “Predecessor Company”).

The purchase price for AMR and EmCare was $828.8 million, subject to working capital and other purchase adjustments. To finance the acquisition, EMS LP entered into a new $450 million senior secured credit facility and issued senior subordinated notes for gross proceeds of $250 million (see note 7). EMS LP also issued 33.2 million (post-split) partnership units for $221 million. For this reason, the Predecessor financial statements for periods prior to February 1, 2005 may not be comparable to the financial statements for periods from and including February 1, 2005.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition.

Current assets	$	504,816
Property, plant & equipment		128,620
Intangible assets		89,850
Goodwill		251,168
Other long-term assets		247,533
Total assets acquired		1,221,987
Current liabilities		245,144
Long-term debt		620,183
Other long-term liabilities		137,781
Total liabilities assumed		1,003,108
Net assets acquired	$	218,879

Intangible assets include $0.6 million of radio frequency licenses, $0.3 million of covenants not to compete and $89.0 million for customer relationships. Covenants not to compete and customer relationships are subject to amortization and have a weighted average useful life of approximately 7 years.

The $251.2 million of goodwill has been assigned to AMR and EmCare in the amounts of $128.2 million and $123.0 million, respectively, based on sales agreements and valuations, and is not subject to amortization. EmCare goodwill is deductible for tax purposes.

F-10

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Pro forma net revenue, income from operations and net income (loss), when adjusted for the acquisition described above, would be $696.2 million, $16.3 million and ($2.8) million, respectively, for the five months ended January 31, 2005, and $1,604.6 million, $66.8 million and $8.6 million, respectively, for the twelve months ended August 31, 2004.

The Company operates in two segments, AMR in the Healthcare Transportation Service business and EmCare in the Emergency Management Service business. AMR operates in 35 states, providing a full range of medical transportation services from basic patient transit to the most advanced emergency care and pre-hospital assistance. In addition, AMR operates emergency (911) call and response services for large and small communities all across the United States, offers medical staff for large entertainment venues like stadiums and arenas, and provides telephone triage, transportation dispatch and demand management services. EmCare provides outsourced business services to hospitals primarily for emergency departments, related urgent care centers and for certain inpatient departments for 323 hospitals in 40 states. EmCare recruits physicians, gathers their credentials, arranges contracts for their services, assists in monitoring their performance and arranges their scheduling. In addition, EmCare assists clients in such operational areas as staff coordination, quality assurance, departmental accreditation, billing, record-keeping, third-party payment programs, and other administrative services.

The Predecessor had a fiscal year ending August 31. EMSC and EMS LP adopted a fiscal year ending December 31. Accordingly, the financial statements presented herein include the eleven-month period beginning on the effective date of acquisition and ending December 31, 2005.

As previously reported, the Predecessor’s combined financial statements reflected an adjustment to AMR’s accounts receivable allowances, ranging from $39 million to $50 million, at various balance sheet dates prior to May 31, 2003. The Company has determined that this adjustment may give rise to a claim against Laidlaw International, Inc. and its subsidiary, Laidlaw Medical Holdings, Inc., pursuant to the stock purchase agreement between Laidlaw International, Inc., Laidlaw Medical Holdings, Inc. and EMSC, Inc. dated December 6, 2004. Prior to the Company’s initial public offering, the Company assigned any claims against Laidlaw relating to this matter to the persons who held its equity immediately prior to the offering. In accordance with Accounting Principles Board Opinion No. 29, Accounting for Nonmonetary Transactions, this assignment represented a nonreciprocal transfer between the Company and its equityholders prior to the initial public offering. The Company was unable to determine the fair value of the transferred right within reasonable limits; accordingly, it attributed no value to the assignment.

Chapter 11 Reorganization — Laidlaw

On June 28, 2001, Laidlaw and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code. During the pendency of the Chapter 11 case, Laidlaw continued to operate its businesses in accordance with the applicable provisions of the Bankruptcy Code. Although subsidiaries of Laidlaw, neither AMR nor EmCare filed for reorganization under Chapter 11 of the Bankruptcy Code.

Laidlaw emerged from bankruptcy protection during fiscal 2003, and on June 1, 2003 adopted Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” (SOP 90-7), applying fresh-start accounting to its balance sheet as of the close of business on May 31, 2003. In accordance with the principles of fresh-start accounting, Laidlaw determined the reorganization value of its individual business units and adjusted their assets and liabilities to estimated fair values as of May 31, 2003. On May 31, 2003, Laidlaw applied “push-down” accounting and allocated to the Predecessor its share of reorganization value aggregating $939.9 million. Reorganization value, as defined in SOP 90-7, is the amount that approximates the fair value of the assets of an entity before considering liabilities. The reorganization value allocated to the Predecessor was based on the consideration of factors such as the industries in which the Predecessor operated,

F-11

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

the general economic conditions that impact the health care industry, and application of certain valuation methods, including a discounted cash flow analysis, an analysis of comparable publicly traded company multiples and a comparable acquisitions analysis. The net effect of all fresh-start accounting adjustments pushed down to the Predecessor resulted in additional income of $46.4 million, which is reflected as an adjustment to the financial results for the period from September 1, 2002 through May 31, 2003. The financial information presented herein for periods prior to June 1, 2003 are referred to as “Pre Fresh-Start Predecessor.”

The effects of fresh-start reporting on the Predecessor’s combined balance sheet as of the close of business on May 31, 2003 are as follows:

	Pre Fresh-Start Predecessor Company			Fair Value Adjustments			Predecessor Company
Assets
Current assets
Cash	$	42,990		$	—		$	42,990
Restricted cash and cash equivalents		1,154			—			1,154
Trade and other accounts receivable, net		321,974			—			321,974
Parts and supplies inventories		16,927			—			16,927
Other current assets		35,907			—			35,907
Current deferred tax assets		—	(c)		72,493			72,493
Total current assets		418,952			72,493			491,445
Property, plant and equipment, net		130,212	(a)		(4,683	)		125,529
Intangible assets, net		230,222	(b)		(79,843	)		150,379
Non-current deferred tax assets		—	(c)		73,918			73,918
Restricted long-term investments — trust		43,764			—			43,764
Other long-term assets		56,596			—			56,596
Total assets	$	879,746			61,885		$	941,631
Liabilities and Combined Equity
Current liabilities:
Accounts payable	$	40,156		$	—		$	40,156
Accrued liabilities		140,777	(d)		1,000			141,777
Current portion of long-term debt		8,807			—			8,807
Current liabilities		189,740			1,000			190,740
Long-term debt		17,052			—			17,052
Other long-term liabilities		106,723	(e)		14,469			121,192
Liabilities		313,515			15,469			328,984
Laidlaw payable		59,355	(f)		7,148			66,503
Laidlaw investment		3,419,470	(f)		(2,873,326	)		546,144
Retained earnings (deficit)		(2,913,313	)(f)		2,913,313			—
Comprehensive income		719	(f)		(719	)		—
Combined equity		566,231			46,416			612,647
Liabilities and combined equity	$	879,746		$	61,885		$	941,631

(a) Adjusts property, plant & equipment to reflect the fair value of the assets based on independent appraisals.

(b) Eliminates the Predecessor Company’s historical goodwill, records identifiable intangible assets at estimated fair value based upon independent appraisals and records the remaining reorganization value to goodwill.

(c) Records the net deferred income tax assets of the Predecessor.

F-12

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

(d) Records the operating leases at their estimated fair value based on independent valuations and the then current borrowing rate of the Predecessor.

(e) Adjusts the Predecessor’s insurance reserves to their estimated fair value.

(f) Reflects the elimination of the accumulated deficit and comprehensive income and establishes the payable account to Laidlaw.

2. Summary of Significant Accounting Policies

Combination

The combined financial statements include the accounts of the Predecessor and Pre Fresh-Start Predecessor consolidated with all of their respective subsidiaries. All significant intracompany transactions and balances are eliminated.

Consolidation

The consolidated financial statements include EMSC, its subsidiary EMS LP, and EMS LP’s subsidiaries, AMR and EmCare. All significant intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions relating to the reporting of results of operations, financial condition and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates under different assumptions or conditions.

Cash and Cash Equivalents

Cash and cash equivalents are composed of highly liquid investments with an original maturity of three months or less and are recorded at market value.

At December 31, 2005 and January 31, 2005, bank overdrafts of $25.7 million and $22.0 million, respectively, were included in accounts payable on the accompanying balance sheets.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents include short-term investments that are part of the portfolio of the Company’s captive insurance arrangement. These investments are highly liquid and have original maturities of three months or less. These assets are used to support the current portion of claim liabilities under the captive arrangement.

Restricted Marketable Securities

Marketable securities are pledged as collateral against the Company’s claim liabilities under the captive insurance arrangement. Restricted marketable securities are income-yielding securities that can be converted readily into cash and include commercial paper, corporate and foreign notes and bonds, and U.S. Treasury and agency obligations. Such securities are stated at market value and are classified as available-for-sale under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities (“SFAS No. 115”), with unrealized gains and losses reported, net of tax, in other comprehensive income as a component of equity.

F-13

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Trade and Other Accounts Receivable, net

The Company determines its allowances based on payor reimbursement schedules, historical write-off experience and other economic data. The allowances for contractual discounts and uncompensated care are reviewed monthly. Account balances are charged off against the uncompensated care allowance when it is probable the receivable will not be recovered. Write-offs to the contractual allowance occur when payment is received. The allowance for uncompensated care is related principally to receivables recorded for self-pay patients.

	December 31, 2005		Predecessor January 31, 2005
Accounts receivable, net
AMR	$	256,382	$	229,798
EmCare		154,802		139,969
Total	$	411,184	$	369,767
Accounts receivable allowances
AMR
Allowance for contractual discounts	$	124,243	$	126,771
Allowance for uncompensated care		128,021		124,699
Total	$	252,264	$	251,470
EmCare
Allowance for contractual discounts	$	345,959	$	188,092
Allowance for uncompensated care		208,753		556,605
Total	$	554,712	$	744,697

The increase in the allowances and provisions for contractual discounts and uncompensated care is primarily a result of increases in the Company’s gross fee-for-service rate schedules. These gross fee schedules, including any changes to existing fee schedules, generally are negotiated with various contracting entities, including municipalities and facilities. Fee schedule increases are billed for all revenue sources and to all payors under that specific contract; however, reimbursement in the case of certain state and federal payors, including Medicare and Medicaid, will not change as a result of the contract change. In certain cases, this results in a higher level of contractual and uncompensated care provisions and allowances, requiring a higher percentage of contractual discount and uncompensated care provisions compared to gross charges. During the eleven month period ended December 31, 2005, we reviewed and updated our reserve estimate which resulted in increased contractual discount allowances and decreased uncompensated care allowances at our EmCare segment, with no impact to net revenue or net income. In addition, at January 31, 2005, the allowance for uncompensated care at EmCare included accounts that had been sent to collection agencies and were listed as delinquent within the billing system. These accounts were fully reserved and totaled $254.2 million. During the eleven months ended December 31, 2005, the Company wrote off these balances with no impact on net income.

Parts and Supplies Inventory

Parts and supplies inventory is valued at cost, determined on a first-in, first-out basis. Durable medical supplies, including stretchers, oximeters and other miscellaneous items, are capitalized as inventory and expensed as used.

F-14

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Property, Plant and Equipment, net

Property, plant and equipment were reflected at their estimated fair value as part of purchase accounting as of February 1, 2005. Additions to property, plant and equipment subsequent to this date are recorded at cost. Maintenance and repairs that do not extend the useful life of the property are charged to expense as incurred. Gains and losses from dispositions of property, plant and equipment are recorded in the period incurred. Depreciation of property, plant and equipment is provided substantially on a straight-line basis over their estimated useful lives, which are as follows:

Buildings	35 to 40 years
Leasehold improvements	Shorter of expected life or life of lease
Vehicles	5 to 7 years
Computer hardware and software	3 to 5 years
Other	3 to 10 years

Pre Fresh-Start Predecessor Goodwill

The Pre Fresh-Start Predecessor adopted SFAS No. 142, Goodwill and Other Intangible Assets on September 1, 2002. SFAS No. 142 requires that any goodwill recorded in connection with an acquisition consummated on or after July 1, 2001 not be amortized, and instead requires a periodic assessment of recoverability utilizing a fair value measurement. In connection with the adoption of this standard, the Pre Fresh-Start Predecessor impaired $223.7 million of goodwill, which is included in the accompanying financial statements for the nine months ended May 31, 2003 as a cumulative effect of a change in accounting principle. Recording this change had no tax-related benefit or expense.

Goodwill

The acquisition of AMR and EmCare by EMS LP resulted in $251.2 million of goodwill which has been assigned to AMR and EmCare, which are considered the Company’s reporting units for purposes of SFAS No. 142.

SFAS No. 142 requires the Company to compare the fair value of the reporting unit to its carrying amount on an annual basis to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than its carrying value.

The Company uses an external valuation group to determine the fair value of its operating units. The external valuation group uses a present value technique, corroborated by market multiples when available and as appropriate, for each of the reporting units. We will perform our annual goodwill impairment assessment during the third quarter each year.

Impairment of Long-lived Assets other than Goodwill and Other Definite Lived Intangibles

Long-lived assets other than goodwill and other definite lived intangibles are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Important factors which could trigger impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the use of the acquired assets or the strategy for the overall business, and significant negative industry or economic trends. If indicators of impairment are present, management evaluates the carrying value of long-lived assets other than goodwill and other definite lived intangibles in relation to the projection of future undiscounted cash flows of the underlying business. Projected cash flows are based on historical results adjusted to reflect management’s best estimate of future market and operating conditions, which may differ from actual cash flows.

F-15

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Contract Value

At December 31, 2005, the Company’s contracts and customer relationships, recorded at estimated fair value as part of purchase accounting effective February 1, 2005, represent the amortized value of such assets held by the Company. These assets are amortized on a straight-line basis over the average length of the contracts and expected contract renewal period, and range from 3 to 8 years depending on the type of contract and customer relationship.

As a part of fresh-start push-down accounting, the Predecessor recorded a contract value intangible asset which was amortized on a straight-line basis over the average length of the contracts and expected renewal period of 10 years. In accordance with the provisions of fresh-start accounting, the reversal of the income tax valuation allowance resulted in a reduction in certain contract assets at August 31, 2004 (note 5 “Income Taxes”).

Radio Frequencies

The radio frequency licenses total $601 at December 31, 2005 and were recorded at estimated fair value as part of purchase accounting effective February 1, 2005. These assets are considered to be indefinite lived intangible assets and as such are not amortized but are reviewed for impairment on an annual basis.

The radio frequency licenses recorded as part of fresh-start push-down accounting were also indefinite lived intangible assets and were not amortized. In accordance with the provisions of fresh-start accounting, the reversal of the income tax valuation allowance resulted in the radio frequency asset being reduced to zero at August 31, 2004 (note 5).

Restricted Long-Term Investments

Restricted long-term investments include investments that are part of the portfolio of the Company’s captive insurance subsidiary. In accordance with SFAS No. 115 Accounting for Certain Investments in Debt and Equity Securities, the Company determines the classification of securities as held-to-maturity or available-for-sale at the time of purchase and re-evaluates such designation at each balance sheet date. Securities are classified as held-to-maturity when the Company has the positive intent and ability to hold securities to maturity. Held-to-maturity securities are stated at cost, adjusted for amortization of premiums and discounts to maturity. Investments not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a separate component of equity. The cost of securities sold is based on the specific identification method. Restricted long-term investments at December 31, 2005 and January 31, 2005 were available-for-sale.

These investments are used to support the Company’s self-insurance program. The investments are comprised principally of government securities and investment grade debt securities.

Claims Liability and Professional Liability Reserves

We are self-insured up to certain limits for costs associated with workers compensation claims, automobile, professional liability claims and general business liabilities. Reserves are established for estimates of the loss that we will ultimately incur on claims that have been reported but not paid and claims that have been incurred but not reported. These reserves are based upon actuarial valuations that are prepared by our outside actuaries. The actuarial valuations consider a number of factors, including historical claim payment patterns and changes in case reserves, the assumed rate of increase in healthcare costs and property damage repairs. Historical experience and

F-16

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

recent trends in the historical experience are the most significant factors in the determination of these reserves. We believe the use of actuarial methods to account for these reserves provides a consistent and effective way to measure these subjective accruals. However, given the magnitude of the claims involved and the length of time until the ultimate cost is known, the use of any estimation technique in this area is inherently sensitive. Accordingly, our recorded reserves could differ from our ultimate costs related to these claims due to changes in our accident reporting, claims payment and settlement practices or claims reserve practices, as well as differences between assumed and future cost increases. Accrued unpaid claims and expenses that are expected to be paid within the next twelve months are classified as current liabilities. All other accrued unpaid claims and expenses are classified as non-current liabilities.

Other Long-Term Liabilities

Long-term portions of insurance reserves and other liabilities are classified as other long-term liabilities.

Equity Structure

The Company is the general partner of EMS LP and holds 22.7% of the equity interests in EMS LP. LP exchangeable units, held by persons affiliated with the Company’s principal equity holder, represent the balance of the EMS LP equity. The LP exchangeable units are exchangeable at any time, at the option of the holder, for shares of the Company’s class B common stock on a one-for-one basis. The holders of the LP exchangeable units have the right to vote, through the trustee holder of the Company’s class B special voting stock, at all stockholder meetings at which holders of the Company’s class B common stock or class B special voting stock are entitled to vote.

In the EMS LP partnership agreement, the Company has agreed to maintain the economic equivalency of the LP exchangeable units and the class B common stock, and the holders of the LP exchangeable units have no general voting rights. The LP exchangeable units, when considered with the class B special voting stock, have the same rights, privileges and characteristics of the Company’s class B common stock. The LP exchangeable units are intended to be economically equivalent to the class B common stock of the Company in that the LP exchangeable units carry the right to vote (by virtue of the class B special voting stock) with the holders of class B common stock as if one class, and entitle holders to receive distributions only if the equivalent dividends are declared on the Company’s class B common stock. Accordingly, the Company accounts for the LP exchangeable units as if the LP exchangeable units were shares of its common stock, including reporting the LP exchangeable units in the equity section of the Company’s balance sheet and including the number of outstanding LP exchangeable units in both its basic and diluted earnings per share calculations.

Contractual Arrangements

EmCare structures its contractual arrangements for emergency department management services in various ways. In most states, a wholly-owned subsidiary of EmCare (“EmCare Subsidiary”) contracts with hospitals to provide emergency department management services. The EmCare Subsidiary enters into an agreement (“PA Management Agreement”) with a professional association or professional corporation (“PA”), whereby the EmCare Subsidiary provides the PA with management services, and the PA agrees to provide physician services for the hospital contract. The PA employs physicians directly or subcontracts with another entity for the physician services. In certain states, the PA contracts directly with the hospital, but provides physician services and obtains management services in the same manner as described above. In all arrangements, decisions regarding patient care are made exclusively by the physicians. In consideration for these services, the EmCare Subsidiary receives a monthly fee that may be adjusted from time to time to reflect industry practice, business

F-17

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

conditions, and actual expenses for administrative costs and uncollectible accounts. In most states, these fees approximate the excess of the PA’s revenues over its expenses.

Each PA is wholly-owned by a physician who enters into a Stock Transfer and Option Agreement with EmCare. This agreement gives EmCare the right to replace the physician owner with another physician in accordance with the terms of the agreement.

Historically, EmCare had determined that these management contracts met Emerging Issues Task Force 97-2, Application of FASB Statement No. 94 and APB Opinion No. 16 to Physician Practice Entities, requirements for consolidation. Upon adoption of FIN 46(R), Consolidation of Variable Interest Entities, the Company concluded that these management contracts resulted in a variable interest in the PAs and that the Company is the primary beneficiary. Accordingly, the consolidated financial statements of EmCare and these financial statements include the accounts of EmCare and its subsidiaries and the PAs. The financial statements of the PAs are consolidated with EmCare and its subsidiaries because EmCare has ultimate control over the assets and business operations of the PAs as described above. Notwithstanding the lack of technical majority ownership, consolidation of the PAs is necessary to present fairly the financial position and results of operations of EmCare because of the existence of a control relationship by means other than record ownership of the PAs’ voting stock. Control of a PA by EmCare is perpetual and other than temporary because EmCare may replace the physician owner of the PA at any time and thereby continue EmCare’s relationship with the PA.

Financial Instruments and Concentration of Credit Risk

The Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities (other than current portion of self-insurance estimates), long-term debt and long-term liabilities (other than self-insurance estimates) constitute financial instruments. Based on management’s estimates, the carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities (other than current portion of self-insurance estimates), and long-term liabilities (other than self-insurance estimates and debt) approximates their fair value as of December 31, 2005 and January 31, 2005. Concentration of credit risks in accounts receivable is limited, due to the large number of customers comprising the Company’s customer base throughout the United States. A significant component of the Company’s revenue is derived from Medicare and Medicaid. Given that these are government programs, the credit risk for these customers is considered low. The Company performs ongoing credit evaluations of its other customers, but does not require collateral to support customer accounts receivable. The Company establishes an allowance for uncompensated care based on the credit risk applicable to particular customers, historical trends and other relevant information. For each of the periods presented, the Company derived approximately 31% of its net revenue from Medicare and Medicaid, 65% from insurance providers and contracted payors, and 4% directly from patients.

F-18

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Revenue Recognition

Revenue is recognized at the time of service and is recorded net of provisions for contractual discounts and estimated uncompensated care. Provisions for contractual discounts and estimated uncompensated care by segment, as a percentage of gross revenue, are as follows (see “Trade and Other Accounts Receivable, net” in note 2 for further discussion of the change in our EmCare segment):

	Consolidated Eleven Months Ended December 31, 2005		Predecessor — Combined						Pre Fresh-Start Predecessor Nine Months Ended May 31, 2003
			Five Months Ended January 31, 2005		Year Ended August 31, 2004		Three Months Ended August 31, 2003
AMR
Gross revenue	100	%	100	%	100	%	100	%	100	%
Provision for contractual discounts	37	%	35	%	35	%	30	%	30	%
Provision for uncompensated care	14	%	14	%	14	%	16	%	15	%
EmCare
Gross revenue	100	%	100	%	100	%	100	%	100	%
Provision for contractual discounts	49	%	42	%	41	%	40	%	40	%
Provision for uncompensated care	20	%	25	%	24	%	24	%	23	%
Total
Gross revenue	100	%	100	%	100	%	100	%	100	%
Provision for contractual discounts	43	%	39	%	37	%	35	%	34	%
Provision for uncompensated care	17	%	19	%	18	%	19	%	18	%

Healthcare reimbursement is complex and may involve lengthy delays. Third-party payors are continuing their efforts to control expenditures for healthcare, including proposals to revise reimbursement policies. The Company has from time to time experienced delays in reimbursement from third-party payors. In addition, third-party payors may disallow, in whole or in part, claims for reimbursement based on determinations that certain amounts are not reimbursable under plan coverage, determinations of medical necessity, or the need for additional information. Laws and regulations governing the Medicare and Medicaid programs are very complex and subject to interpretation. As a result, there is a reasonable possibility that recorded estimates will change materially in the short-term. Retroactive adjustments may change the amounts realized from third-party payors and are considered in the recognition of revenue on an estimated basis in the period the related services are rendered. Such amounts are adjusted in future periods, as adjustments become known.

Subsidies and fees in connection with community contracts are recognized ratably over the service period the payment covers.

The Company also provides services to patients who have no insurance or other third-party payor coverage. In certain circumstances, federal law requires providers to render services to any patient who requires emergency care regardless of their ability to pay.

Income Taxes

The Company accounts for income taxes under SFAS No. 109, Accounting for Income Taxes. Deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. The deferred tax

F-19

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A valuation allowance is provided for deferred tax assets when management concludes it is more likely than not that some portion of the deferred tax assets will not be recognized. The respective tax authorities, in the normal course, audit previous tax filings. It is not possible at this time to predict the final outcome of these audits or establish a reasonable estimate of possible additional taxes owing, if any.

In connection with the acquisition of AMR and EmCare, the Company made a section 338(h)(10) election for EmCare which eliminated $67 million of deferred tax assets and stepped-up the tax basis of EmCare’s assets to fair value. Differences between book and tax depreciation and amortization for these assets will create future deferred tax assets or liabilities.

AMR and EmCare are owned by a partnership, EMS LP, and therefore are required to file two separate consolidated tax returns. The disclosed tax amounts relate to the income taxes of these two corporate consolidated groups combined.

AMR and EmCare were included in the consolidated U.S. income tax return with other Laidlaw U.S. subsidiaries prior to February 1, 2005. The tax allocation agreement calculated tax liability on a separate company basis and provided for reimbursement or payment for utilization of carryovers among members of the group. Consequently, AMR and EmCare only received the benefits of net operating loss and interest carryforwards to the extent utilized in Laidlaw’s consolidated return.

Net Income Per Common Share

The consolidated financial statements include “basic” and “diluted” per share information. Basic per share information is calculated by dividing net income available to stockholders by the weighted average number of shares outstanding. Diluted per share information is calculated by also considering the impact of potential common stock on both net income and the weighted average number of shares outstanding. The weighted average number of shares used in the basic earnings per share computation was 33.6 million for the eleven months ended December 31, 2005. The only difference in the computation of basic and diluted earnings per share is the inclusion of 0.7 million potential common shares (note 16).

Stock options

The Company records the expense of stock option awards over the period in which the options vest, consistent with the provisions of SFAS No. 123, Accounting for Stock-Based Compensation, which the Company adopted on February 1, 2005. The stock options are valued using the Black-Scholes valuation method on the date of grant.

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement No. 123 (revised 2004), Share-Based Payment. This Statement is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation and is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The Statement requires public companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The Company will use the prospective transition method upon adoption of this Standard on January 1, 2006. As of December 31, 2005, none of the options have been exercised and therefore there is no windfall tax pool. The adoption of this Statement is not expected to have a material impact on the Company’s financial statements.

F-20

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

3. Property, Plant and Equipment, net

Property, plant and equipment, net consisted of the following at December 31, 2005 and January 31, 2005:

	Consolidated December 31, 2005			Predecessor Combined January 31, 2005
Land	$	2,079		$	2,079
Building and leasehold improvements		11,665			14,293
Vehicles		87,082			91,114
Computer hardware and software		33,444			42,006
Other		46,525			46,891
		180,795			196,383
Less: accumulated depreciation		(42,758	)		(67,617	)
Property, plant and equipment, net	$	138,037		$	128,766

Vehicles include certain vehicles held under capital leases with a net book value of $7.2 million and $11.7 million at December 31, 2005 and January 31, 2005, respectively. Accumulated depreciation and amortization at December 31, 2005 and January 31, 2005 includes $4.6 million and $8.4 million, respectively, relating to such vehicles. There were no write downs related to software during the periods presented. Depreciation expense was $42.5 million for the eleven months ended December 31, 2005, $18.0 million for the five months ended January 31, 2005, $43.2 million for the year ended August 31, 2004, $10.2 million for the three months ended August 31, 2003 and $32.2 million for the nine months ended May 31, 2003.

4. Intangible Assets, net and Goodwill

Intangible assets, net consisted of the following at December 31, 2005 and January 31, 2005:

	Consolidated December 31, 2005					Predecessor Combined January 31, 2005
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets
Contract value	$	88,975	$	(11,594	)	$	22,544	$	(6,708	)
Covenant not to compete		274		(72	)		250		(11	)
Total	$	89,249	$	(11,666	)	$	22,794	$	(6,719	)
Unamortized intangible assets
Radio frequencies		601		—			—		—
Total	$	89,850	$	(11,666	)	$	22,794	$	(6,719	)

F-21

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Amortization expense of intangible assets was $11.7 million for the eleven months ended December 31, 2005, $0.8 million for the five months ended January 31, 2005, $9.5 million for the year ended August 31, 2004, $2.4 million for the three months ended August 31, 2003 and $0 for the nine months ended May 31, 2003. As a result of the reversal of the separate company tax valuation allowance as of August 31, 2004 under fresh-start accounting, AMR reduced its intangible assets to zero and EmCare reduced its intangible assets to $15.8 million. Estimated annual amortization over each of the next five years is expected to be:

For year ended December 31, 2006	$	12,700
For year ended December 31, 2007		12,400
For year ended December 31, 2008		12,400
For year ended December 31, 2009		12,000
For year ended December 31, 2010		9,400

The changes in carrying amount of goodwill for the eleven months ended December 31, 2005 are as follows:

	Healthcare Transportation		Emergency Management Services		Total
Balance as of January 31, 2005	$	—	$	—	$	—
Goodwill assigned during year		128,222		122,946		251,168
Impairment losses		—		—		—
Balance as of December 31, 2005	$	128,222	$	122,946	$	251,168

5. Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes were as follows at December 31, 2005 and January 31, 2005:

	Consolidated December 31, 2005			Predecessor Combined January 31, 2005
Deferred tax assets:
Accounts receivable	$	7,036		$	38,817
Accrued liabilities		58,438			58,508
Intangible assets		(296	)		42,732
Interest carryforwards		70,820			84,590
Credit carryforwards		102			—
Net operating loss carryforwards		16,837			54,565
		152,937			279,212
Deferred tax liabilities:
Excess of tax over book depreciation		(11,093	)		(11,651	)
Net deferred tax assets	$	141,844		$	267,561

The Company has significant net deferred tax assets resulting from net operating loss (“NOL”) and interest deduction carryforwards and other deductible temporary differences that will reduce taxable income in future

F-22

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

periods. SFAS No. 109 Accounting for Income Taxes requires that a valuation allowance be established when it is “more likely than not” that all, or a portion, of net deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including expected reversals of significant deductible temporary differences, a company’s recent financial performance, the market environment in which a company operates, tax planning strategies and the length of NOL and interest deduction carryforward periods. Furthermore, the weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified.

At the fresh-start accounting date, May 31, 2003, the Company recorded a valuation allowance of $156.0 million, based on the criteria required under SFAS No. 109 discussed above. During fiscal 2004, write-offs of net operating loss carryforwards and realization of other assets reduced the valuation allowance by $48.2 million. As a result of the Company’s improved financial performance during fiscal 2004, management reduced the deferred tax valuation allowance by an additional $107.8 million during the year ended August 31, 2004. As required under fresh-start accounting, this change also resulted in a reduction in intangible assets and goodwill and an increase in Laidlaw equity of AMR.

The Company has interest carryovers of $186 million at December 31, 2005 limited by Internal Revenue Code Section 163(j) without expiration, and federal net operating loss carryforwards of $44 million which expire in the years 2006 to 2020. $38 million of net operating loss carryforwards are subject to AMR’s annual Section 382 limitation of $938 thousand and the annual limitation allocated from Laidlaw of $5 million.

The Company has recorded an income tax receivable of $15.6 million as of December 31, 2005 relating to over-payments of estimated quarterly taxes. This receivable is included in trade and other accounts receivable, net on the accompanying balance sheet.

The components of income tax benefit (expense) were as follows:

			Predecessor — Combined								Pre Fresh-Start Predecessor Combined Nine Months Ended May 31, 2003
	Eleven Months Ended December 31, 2005		Five Months Ended January 31, 2005		Year Ended August 31, 2004			Three Months Ended August 31, 2003
Current tax expense
State	$	—	$	—	$	559		$	(162	)	$	829
Federal		102		—		(694	)		17,216			—
Total		102		—		(135	)		17,054			829
Deferred tax expense
State		1,134		762		2,496			(76	)		—
Federal		13,136		5,516		19,403			(8,345	)		—
Total		14,270		6,278		21,899			(8,421	)		—
Total tax expense
State		1,134		762		3,055			(238	)		829
Federal		13,238		5,516		18,709			8,871			—
Total	$	14,372	$	6,278	$	21,764		$	8,633		$	829

F-23

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

A reconciliation of the provision (benefit) for income taxes at the federal statutory rate compared to the Company’s effective tax rate is as follows:

			Predecessor — Combined								Pre Fresh-Start Predecessor Combined Nine Months Ended May 31, 2003
	Consolidated Eleven Months Ended December 31, 2005		Five Months Ended January 31, 2005		Year Ended August 31, 2004			Three Months Ended August 31, 2003
Income tax expense (benefit) at the statutory rate	$	12,033	$	5,516	$	20,690		$	631		$	26,656
Increase (decrease) in income taxes resulting from:
State taxes, net of federal		1,182		495		1,986			(155	)		539
Fresh-start accounting adjustments		—		—		—			—			(16,246	)
Laidlaw allocations		—		—		(1,577	)		7,990			(2,826	)
Change in valuation allowance		—		—		—			—			(7,607	)
Other		1,157		267		665			167			313
Provision for income taxes	$	14,372	$	6,278	$	21,764		$	8,633		$	829

6. Accrued Liabilities

Accrued liabilities were as follows at December 31, 2005 and January 31, 2005:

	Consolidated December 31, 2005		Predecessor Combined January 31, 2005
Accrued wages and benefits	$	61,646	$	58,577
Accrued paid time-off		21,673		20,141
Current portion of self-insurance reserve		58,379		41,283
Accrued restructuring		1,732		1,118
Current portion of compliance and legal		14,244		3,607
Accrued billing and collection fees		4,176		3,522
Accrued profit sharing		10,260		23,292
Accrued interest		12,335		—
Other		30,036		20,105
Total accrued liabilities	$	214,481	$	171,645

7. Debt

On February 10, 2005, the Company issued $250,000 of senior subordinated unsecured notes and executed a $450,000 Senior Secured Credit Facility (“Credit Facility”) agreement.

The senior subordinated notes have a fixed interest rate of 10%, payable semi-annually, mature in February 2015 and contain various customary operating and financial covenants. The senior subordinated notes are general unsecured obligations of the issuers, AMR HoldCo, Inc. and EmCare HoldCo, Inc., and are guaranteed by EMSC, EMS LP and each of EMSC’s domestic subsidiaries.

F-24

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

The Credit Facility consists of a $350,000 senior secured term loan and a $100,000 senior secured revolving credit facility commitment, each collateralized by a pledge of 100% of the capital stock of the Company and its direct and indirect domestic subsidiaries, 65% of the capital stock of any direct foreign subsidiaries and an interest in substantially all tangible and intangible assets of EMS LP and its subsidiaries. The term loan matures in February 2012 and requires quarterly principal payments of $875 commencing May 2005. The revolving facility, which is limited by outstanding letter of credit obligations, requires principal and interest to be paid at maturity in February 2011. The revolving facility is also subject to an annual commitment fee of 0.5% on unutilized commitments. Under the terms of the agreement, the Company may select between various interest rate arrangements based on LIBOR or the Prime Rate plus additional basis points ranging from 2.0% to 3.0%, determined by reference to a leverage ratio. At December 31, 2005, net of letters of credit outstanding of $27.3 million, the maximum available under the revolving credit facility was $72.7 million. There were no borrowings under the revolving facility at December 31, 2005.

The Credit Facility agreement contains various customary operating and financial covenants. The more restrictive of these covenants limit the Company and its subsidiaries’ ability to create liens on assets; make certain investments, loans, guarantees or advances; incur additional indebtedness or issue capital stock; engage in mergers, acquisitions or consolidations; dispose of assets; pay dividends, repurchase equity interest or make other restricted payments; change the business conducted by the Company; engage in transactions with affiliates; and repay certain indebtedness, including the senior unsecured notes, or amend or otherwise modify agreements governing the subordinated indebtedness. The financial maintenance covenants establish a maximum leverage ratio, a maximum senior leverage ratio, a minimum fixed charge coverage ratio and an annual capital expenditure limit. The Company is in compliance with its debt covenants as of December 31, 2005.

The Company paid approximately $18.3 million in debt issuance costs that are being amortized using the effective interest method. In connection with the initial public offering discussed in note 11, the Company used net proceeds from the offering to pay down a portion of the credit facility and wrote-off $2.0 million of unamortized debt issuance costs.

The Company estimates the fair value of its fixed rate, senior subordinated notes based on quoted market prices. The estimated fair value of the senior subordinated notes at December 31, 2005 was approximately $266 million with a carrying value of $250 million.

Long-term debt consisted of the following at December 31, 2005 and January 31, 2005:

	Consolidated December 31, 2005			Predecessor Combined January 31, 2005
Senior subordinated notes due 2015	$	250,000		$	—
Senior secured term loan due 2012 (6.7% at December 31, 2005)		248,250			—
Notes due at various dates from 2004 to 2022 with interest rates from 6% to 10%		856			1,219
Mortgage loan due 2010 with an interest rate of 7%		—			2,168
Capital lease obligations due at various dates from 2006 to 2007 (note 10)		3,078			8,110
		502,184			11,497
Less current portion		(6,664	)		(5,846	)
Total long-term debt	$	495,520		$	5,651

F-25

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

The aggregate amount of minimum payments required on long-term debt in each of the years indicated is as follows:

Year ending December 31,
2006	$	6,664
2007		3,552
2008		3,527
2009		3,529
2010		3,531
Thereafter		481,381
	$	502,184

8. Restructuring Charges

The activity in the accrued restructuring balance is as follows:

	2002 Plan									2003 Plan Severance			2004 Plan Severance			2005 Plan Severance			Total
	Severance			Lease			Total
Incurred	$	1,517		$	2,260		$	3,777											$	3,777
Paid		(456	)		(149	)		(605	)											(605	)
August 31, 2002		1,061			2,111			3,172												3,172
Incurred April 2003		—			—			—		$	1,288									1,288
Incurred August 2003		—			—			—			1,449									1,449
Paid		(559	)		(561	)		(1,120	)		(1,701	)								(2,821	)
August 31, 2003		502			1,550			2,052			1,036									3,088
Incurred		—			—			—			—		$	2,115						2,115
Paid		(502	)		(566	)		(1,068	)		(1,036	)		(1,488	)					(3,592	)
August 31, 2004		—			984			984			—			627						1,611
Paid		—			(238	)		(238	)		—			(255	)					(493	)
January 31, 2005		—			746			746			—			372						1,118
Adjustment		—			287			287			—			—		$	—			287
Incurred		—			—			—			—			—			1,494			1,494
Paid		—			(567	)		(567	)		—			(372	)		(228	)		(1,167	)
December 31, 2005	$	—		$	466		$	466		$	—		$	—		$	1,266		$	1,732

During fiscal year 2002, in an effort to eliminate the differences in size among regions, AMR was re-aligned into four geographic regions. The operating units within the five original regions were shifted to create the new structure and the administrative offices of the former South region and one billing center were closed. A National Products and Services function was also closed as part of this restructuring plan. The functions previously performed by these groups were distributed to the remaining regions and the corporate office. The lease commitment associated with this plan is expected to be completed by December 2008.

During fiscal year 2003, AMR’s Northern Pacific Region re-aligned the management structure of its operations. The first phase occurred in April 2003 and the second and final phase occurred in August 2003.

F-26

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

During fiscal year 2004, AMR was re-aligned into three geographic regions. The billing centers and operating units within the four original AMR regions were shifted to create the new structure and the administrative office of the former South-Central region was closed. The functions previously performed by this group were distributed to the remaining regions. This restructuring plan was completed in 2005.

As part of a plan to merge the national support functions of AMR and EmCare, EMSC recorded a restructuring charge of $0.6 million for severance costs in the fourth quarter of fiscal 2005. The restructuring plan is expected to be completed in 2007. In addition to this EMSC restructuring, in 2005 AMR was re-aligned from three into two geographic regions and a resulting severance charge of $0.9 million was recorded.

9. Retirement Plans and Employee Benefits

AMR maintains three 401(k) plans (the “AMR Plans”) for its employees and employees of its subsidiaries who meet the eligibility requirements set forth in the AMR Plans. Employees may contribute a maximum of 40% of their compensation up to a maximum of $14 thousand. Generally, 50% of the contribution is matched by AMR up to a maximum of 3% to 6% of the employee’s salary per year, depending on the plan. AMR’s contributions to the AMR Plans were $8.7 million for the eleven months ended December 31, 2005, $3.7 million for the five months ended January 31, 2005, $8.1 million for the year ended August 31, 2004, $1.9 million for the three months ended August 31, 2003 and $5.7 million for the nine months ended May 31, 2003. Contributions are included in compensation and benefits on the accompanying statements of operations.

EmCare established the EmCare Holdings Inc. 401(k) Savings Plan (the “EmCare Plan”) in 1994 to provide retirement benefits to its employees. Employees may elect to participate in the EmCare Plan at the beginning of each calendar quarter and may contribute 1% to 25% of their annual compensation on a tax-deferred basis subject to limits established by the Internal Revenue Service. EmCare contributes 50% of the first 6% of base compensation that a participant contributes to the EmCare Plan during any calendar year. The EmCare Plan follows a calendar year-end. Accordingly, EmCare makes its matching contributions based on eligible employee contributions for each calendar year. EmCare contributed $0.3 million to the EmCare Plan during the eleven months ended December 31, 2005 and $0.1 million to the EmCare Plan during the five months ended January 31, 2005. During calendar years 2004 and 2003, EmCare contributed $0.5 million and $0.4 million, respectively, to the EmCare Plan.

In fiscal 2004, Laidlaw issued Value Appreciation Rights (“VAR”) to various employees of AMR and EmCare. There were no VARs issued prior to fiscal 2004. The VARs were scheduled to vest 100% on the third anniversary of the date of the grant. The VARs’ value was based on prescribed formulas that estimated changes in the enterprise values of AMR and EmCare. The Predecessor Company recognized compensation expense on a straight-line basis over the vesting period with compensation expense of $4.1 million for fiscal 2004. The Company recognized $15.3 million of expense related to the VARs for the period ended January 31, 2005, which amount is included in Laidlaw fees and compensation charges. This expense related to EMS LP’s purchase of AMR and EmCare discussed in note 1 and was funded by Laidlaw in accordance with the terms of the purchase agreements. The VAR program was terminated in connection with EMS LP’s purchase of AMR and EmCare in February 2005 and employees and executives will earn no further rights.

10. Equity Based Compensation

Under the Company’s Equity Option Plan approved in February 2005, key employees were granted options to purchase partnership units of EMS LP. In accordance with the terms of the Equity Option Plan, the terms of these options were adjusted to reflect the Company’s initial public offering and reorganization (see note 11) in

F-27

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

the fourth quarter of 2005. The options permit the employees to purchase class A common shares at an exercise price of $6.67 per share and vest ratably generally over a period of 4 years. In addition, certain performance measures must be met for 50% of the options to become exercisable. The Company recorded a compensation charge of $1.0 million for the eleven months ended December 31, 2005 associated with the grant of these options. The following table summarized the status of options under the Equity Option Plan, as well as options granted to certain directors (with similar terms) as of December 31, 2005:

	LP Units		Class A Shares	Weighted Average Exercise Price
Outstanding at beginning of year	—		—		—
Granted at fair value	3,546,719		—	$	6.77
Exercised	—		—		—
Expired	—		—		—
Forfeited	(18,000	)	—	$	6.67
Exchange	(3,528,719	)	3,528,719	$	6.77
Outstanding at end of year	—		3,528,719	$	6.77
Exercisable at end of year	—		185,271	$	6.67

The range of exercise prices of the outstanding exercisable options are as follows at December 31, 2005:

Weighted Average Exercise Price	Number of Exercisable Shares	Number of Outstanding Shares	Weighted Average Remaining Life in Years
$  6.67	185,271	3,491,219	9.19
$16.00	—	37,500	9.95

The Black-Scholes option pricing model was used to estimate fair values as of the date of grant using 0% volatility (because the options were granted by EMS LP as a private company), risk free rates ranging from 3.53% to 3.88%, 0% dividend yield and terms of 4 and 5 years. The weighted average fair value of options granted during the eleven months ended December 31, 2005 was $1.40.

The Company recorded a charge totaling $1.8 million associated with partnership units sold and certain options to purchase equity issued to employees and officers of the Company. This non-cash expense was recorded as a component of compensation and benefits on the accompanying statement of operations for the eleven months ended December 31, 2005.

11. Equity

On December 21, 2005, the Company effected a reorganization and issued 8.1 million shares of class A common stock in an initial public offering. Pursuant to the reorganization, EMS LP, the former top-tier holding company of AMR and EmCare, became the consolidated subsidiary of EMSC, a newly formed corporation. To effect the reorganization, the holders of the capital stock of the sole general partner of EMS LP contributed that capital stock to the Company in exchange for class B common stock; the general partner was merged into the Company and the Company became the sole general partner of EMS LP. Concurrently, the holders of class B units of EMS LP contributed their units to the Company in exchange for shares of the Company’s class A common stock, and the holders of certain class A units of EMS LP contributed their units to the Company in exchange for shares of the Company’s class B common stock.

F-28

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

The Company’s equity consisted of the following at December 31, 2005:

	Authorized	Issued and Outstanding
Class A common stock, $0.01 par value	100,000,000	9,247,200
Class B common stock, $0.01 par value	40,000,000	142,545
Class B special voting stock, $0.01 par value	1	1
Preferred stock, $0.01 par value	20,000,000	—
LP exchangeable units, $0.01 par value	Not applicable	32,107,500

Class A and Class B Common Stock and Class B Special Voting Stock

General

The Company’s class A common stock and class B common stock is identical in all respects, except with respect to voting and except that each share of class B common stock is convertible into one share of class A common stock at the option of the holder. The class B common stock will be converted automatically into class A common stock upon a transfer thereof to any person other than certain currently affiliated persons and their affiliates. The class A and class B common stock are referred to as “common stock”.

Subject to preferences that may apply to shares of preferred stock outstanding at the time, holders of the Company’s outstanding common stock are entitled to any dividend declared by the board of directors out of funds legally available for this purpose. Upon the Company’s liquidation, dissolution or winding up, the holders of the class A and class B common stock are entitled to receive pro rata the Company’s assets available for distribution, after payment of all liabilities and subject to the rights of any outstanding preferred stock and of the holders of the LP exchangeable units to receive distributions of assets equivalent to, on a per share/per unit basis, the distributions to the holders of the class A and class B common stock.

The Company’s one share of class B special voting stock is not entitled to any rights or privileges except for the voting rights described below, and except that it is entitled to a distribution equal to its $0.01 par value upon the Company’s liquidation, dissolution or winding up.

The class B units of EMS LP had no voting rights and transfer of the units was restricted. Prior to a qualified public offering, if the employment of a holder of class B units was terminated because of death, disability or by the Company without cause, the holder had the right to either retain his class B units, or to “put” his class B units to the Company and require the Company to purchase his class B units. The Company had the right to “call” the class B units and require the holder to sell his/her class B units to the Company. The Company’s “call” right was also exercisable upon a holder’s termination for cause. At June 30, 2005 and September 30, 2005, the Company recorded the repurchase price associated with the put right of $1.8 million and $1.2 million, respectively (see note 16 “Net Income per Share”). These put and call rights expired upon the completion of the Company’s public offering in the fourth quarter of 2005.

Voting Rights

Generally, on all matters on which the holders of common stock are entitled to vote, the holders of the class A common stock, the class B common stock and the class B special voting stock vote together as a single class. On all matters with respect to which the holders of our common stock are entitled to vote, each outstanding share of class A common stock is entitled to one vote, each outstanding share of class B common stock is entitled to ten votes and the one share of class B special voting stock is entitled to a number of votes equal to the number of

F-29

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

votes that could be cast if all of the then outstanding LP exchangeable units were exchanged for class B common stock. If the Minimum Hold Condition is no longer satisfied, the number of votes per share of class B common stock will be reduced automatically to one vote per share. The Minimum Hold Condition is satisfied so long as the aggregate of the numbers of outstanding shares of class B common stock and LP exchangeable units is at least 10% of the total number of shares of common stock and LP exchangeable units outstanding.

In addition, holders of class A common stock, on the one hand, and the class B common stock and class B special voting stock, on the other, are entitled to vote as a separate class on approval of (i) any alteration, repeal or amendment of our certificate of incorporation which would adversely affect the powers, preferences or rights of the holders of class A common stock or the class B common stock and class B special voting stock, as the case may be, and (ii) any merger or consolidation of the Company with any other entity if, as a result, (x) shares of class A common stock would be converted into or exchanged for, or receive, any consideration that differs from that applicable to the shares of class B common stock as a result of such merger or consolidation, other than a difference limited to preserving the relative voting power of the holders of the class A common stock, the class B common stock and the class B special voting stock or (y) in the case of the class B common stock and class B special voting stock only, the class B special voting stock would not remain outstanding.

In respect of any matter as to which the holders of the class A common stock are entitled to a class vote, holders have one vote per share, and the affirmative vote of the holders of a majority of the shares of class A common stock outstanding is required for approval. In respect of any matter as to which the holders of the class B common stock and class B special voting stock are entitled to a class vote, holders of class B common stock have one vote per share and the holder of the class B special voting stock will have one vote for each LP exchangeable unit outstanding, and the affirmative vote of the holders of a majority of the votes entitled to be cast is required for approval.

LP Exchangeable Units

The LP exchangeable units are issued by EMS LP. Each LP exchangeable unit is exchangeable at any time into one share of class B common stock at the option of the holder and is substantially equivalent economically to a share of class B common stock. The holders of the LP exchangeable units have the right to receive distributions, on a per unit basis, in amounts (or property in the case of non-cash dividends), which are the same as, or economically equivalent to, and which are payable at the same time as, dividends declared on the class B common stock (or dividends that would be required to be declared if class B common stock were outstanding). These holders also have the right to vote, through the trustee holder of the class B special voting stock, at all stockholder meetings at which holders of the class B common stock or class B special voting stock are entitled to vote, and the right to participate on a pro rata basis with the class B common stock in the distribution of assets of the Company, upon specified events relating to the voluntary or involuntary liquidation, dissolution, winding up or other distribution of the assets, through the mandatory exchange of LP exchangeable units for shares of class B common stock.

Preferred Stock

Our board of directors may, without further action by our stockholders, from time to time, direct the issuance of up to 20 million shares of preferred stock in series and may, at the time of issuance, determine the rights, preferences and limitations of each series.

F-30

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

12. Commitments and Contingencies

Lease Commitments

The Company leases various facilities and equipment under operating lease agreements. Rental expense incurred under these leases was $31.1 million, $12.4 million, $27.9 million, $7.2 million and $23.2 million for the eleven months ended December 31, 2005, for the five months ended January 31, 2005, for the year ended August 31, 2004, for the three months ended August 31, 2003 and for the nine months ended May 31, 2003, respectively.

In addition, the Company leases certain vehicles under capital leases. Assets under capital lease are capitalized using inherent interest rates at the inception of each lease. Capital leases are collateralized by the leased vehicles.

Future commitments under non-cancelable capital and operating leases for vehicle, premises, equipment and other recurring commitments are as follows (the balances below include fair value adjustments as described in note 2):

	Capital Leases			Operating Leases & Other
Year ending December 31,
2006	$	3,078		$	27,403
2007		—			19,576
2008		—			15,360
2009		—			11,326
2010		—			9,170
Thereafter		—			31,694
		3,078		$	114,529
Less imputed interest		(25	)
Total capital lease obligations		3,053
Less current portion		(3,053	)
Long-term capital lease obligations	$	—

In addition, we have other commitments consisting of dispatch and responder fees totaling $5,570, $3,422, $991, $971, $971 and $971 and Onex management fees of $1,000, $1,000, $1,000, $1,000, $166 and $0 for the years ending December 31, 2006, 2007, 2008, 2009, 2010 and thereafter, respectively.

Services

The Company is subject to the Medicare and Medicaid fraud and abuse laws which prohibit, among other things, any false claims, or any bribe, kick-back or rebate in return for the referral of Medicare and Medicaid patients. Violation of these prohibitions may result in civil and criminal penalties and exclusion from participation in the Medicare and Medicaid programs. Management has implemented policies and procedures that management believes will assure that the Company is in substantial compliance with these laws and regulations but there can be no assurance the Company will not be found to have violated certain of these laws and regulations. From time to time, the Company receives requests for information from government agencies pursuant to their regulatory or investigational authority. Such requests can include subpoenas or demand letters

F-31

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

for documents to assist the government in audits or investigations. The Company is cooperating with the government agencies conducting these investigations and is providing requested information to the government agencies. Other than the investigations described below, management believes that the outcome of any of these investigations would not have a material adverse effect on the Company.

Like other ambulance companies, we have provided discounts to our healthcare facility customers (nursing home and hospital) in certain circumstances. We have attempted to comply with applicable law when such discounts are provided. During the first quarter of fiscal 2004, we were advised by the U.S. Department of Justice that it was investigating certain business practices at AMR. The specific practices at issue were (1) whether ambulance transports involving Medicare eligible patients complied with the “medical necessity” requirement imposed by Medicare regulations, (2) whether patient signatures, when required, were properly obtained from Medicare eligible patients, and (3) whether discounts in violation of the federal Anti-Kickback Statute were provided by AMR to hospitals and nursing homes in exchange for referrals involving Medicare eligible patients. In connection with the third issue, the government has alleged that certain of our hospital and nursing home contracts in effect in Texas in periods prior to 2002 contained discounts in violation of the federal Anti-Kickback Statute. We currently are negotiating a settlement with the government regarding these allegations. Such a settlement may require us to make a substantial payment and enter into a Corporate Integrity Agreement. Under the provisions of our purchase agreement for the acquisition of AMR, we and Laidlaw share responsibility for any settlement or damages arising with respect to these matters; we are responsible for 50% of the first $10 million of damages and 10% of any damages in excess of $10 million and up to and including $50 million. Based upon our discussions with the government and our own analysis, we believe we have adequately accrued for potential losses. However, the government has indicated that, in the absence of a settlement, it will pursue further civil action in this matter. There can be no assurance that this matter will be fully resolved by settlement or that other investigations or legal action related to these matters will not be pursued against AMR in other jurisdictions or for different time frames.

From August 1998 until August 2000, American Medical Response West (“AMR West”), a subsidiary of AMR, received six subpoenas duces tecum from the United States Attorney’s Office. These subpoenas related to billing matters for emergency transports during the periods January 1, 1995 to December 31, 1999. Pursuant to a settlement agreement with the United States Attorney’s Office, AMR West paid $3.5 million in 2004 and entered into a five-year agreement with the Department of Health and Human Services covering various administrative processes and procedures. AMR reserved for these matters in periods prior to the statements of operations presented herein.

In June 1999, the DOJ began an investigation of the billing processes of Regional Emergency Services L.P., or RES, a subsidiary of AMR, and one of RES’ hospital clients. The DOJ alleged violations by the companies of the False Claims Act based on the absence of certificates of medical necessity and other non-compliant billing practices from October 1992 to May 2002. Pursuant to a settlement agreement to resolve these allegations, including settlement of claims in Texas described below, in April 2004 AMR paid $5.0 million of a total $20.0 million settlement amount, with the balance paid by the hospital. AMR reserved for these matters in periods prior to the statements of operations presented herein.

On May 9, 2002, AMR received a subpoena duces tecum from the Office of Inspector General for the United States Department of Health and Human Services. The subpoena required AMR to produce a broad range of documents relating to RES contracts in Texas, Georgia and Colorado for the period from January 1993 through May 2002. The Texas claims were resolved pursuant to the settlement agreement described above. The government investigations in Georgia and Colorado are continuing; it is not currently possible to estimate the financial exposure, if any, to the Company.

F-32

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

On July 12, 2005, we received a letter and draft Audit Report from the OIG requesting our response to its draft findings that our Massachusetts subsidiary received $1.9 million in overpayments from Medicare for services performed between July 1, 2002 and December 31, 2002. The draft findings state that some of these services did not meet Medicare medical necessity and reimbursement requirements. We disagree with the OIG’s finding and have responded to the draft Audit Report. If we are unsuccessful in challenging the OIG’s draft findings, and in any administrative appeals to which we may be entitled following the release of a final Audit Report, we may be required to make a substantial repayment.

On December 14, 2005, a lawsuit purporting to be a class action was commenced against AMR in Spokane, Washington. The complaint alleges that AMR billed patients and third party payors for transports it conducted between 1998 and 2005 at a higher level than contractually permitted. At this time, AMR does not believe that any incorrect billings are material in amount.

Letters of Credit

At December 31, 2005 and January 31, 2005, AMR had $27.3 million and $23.3 million, respectively, in outstanding letters of credit. At January 31, 2005, Laidlaw also had outstanding letters of credit on behalf of AMR totaling $1.0 million.

Other Legal Matters

EmCare is currently a defendant in two collective action lawsuits brought by a number of nurse practitioners and physician assistants under the Fair Labor Standards Act. The plaintiffs are seeking to recover overtime pay for the hours they worked in excess of 40 in a workweek and reclassification as non-exempt employees. In addition to these two lawsuits, certain of the plaintiffs brought a related action under California state law. We have settled the California state law claims for $1.5 million.

AMR and the City of Stockton, California are parties to litigation regarding the terms and enforceability of a memorandum of understanding and a related joint venture agreement between the parties to present a joint bid in response to a request for proposals to provide emergency ambulance services in the County of San Joaquin, California. The parties were unable to agree on the final terms of a joint bid. AMR has been awarded the San Joaquin contract. While the Company is unable at this time to estimate the amount of potential damages, it believes that Stockton may claim as damages a portion of the Company’s profit on the contract or the profit Stockton might have realized had the joint venture proceeded.

13. Transactions with Laidlaw

Allocation of Costs from Laidlaw

Laidlaw charged AMR and EmCare for the estimated cost of certain functions that were managed by Laidlaw and could reasonably be attributed directly to the operations of the Predecessor. The charges to the Predecessor were based on Laidlaw management’s estimate of such services specifically used by the Predecessor. Where determinations based on specific usage alone were impracticable, other methods and criteria were used that Laidlaw management believed were reasonable. Such allocations were not intended to represent the costs that would be or would have been incurred if the Predecessor were an independent business.

The amount of Laidlaw’s combined equity and the Laidlaw payable included in the balance sheet represents a net balance as a result of various transactions between the Predecessor and Laidlaw. The net balance was

F-33

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

primarily the result of the Predecessor’s participation in Laidlaw’s central cash management program, wherein all the subsidiaries’ cash receipts were remitted to Laidlaw and all cash disbursements were funded by Laidlaw. Other transactions include certain direct obligations administered by Laidlaw, as well as the Predecessor’s share of the current portion of the Laidlaw consolidated federal and state income tax liability and various other administrative expenses allocated by Laidlaw. As a result, obligations for these matters are not reflected on the accompanying balance sheet. Self-insurance obligations and related deposits administered by Laidlaw are reflected on the accompanying balance sheet.

Laidlaw charges or cost allocations included in the accompanying statements of operations include the following:

	Predecessor							Pre Fresh-Start Predecessor Nine Months Ended May 31, 2003
	Five Months Ended January 31, 2005		Year Ended August 31, 2004			Three Months Ended August 31, 2003
Allocated insurance expense (income)	$	—	$	(4,505	)	$	11,522	$	3,058
Direct insurance expense		17,069		40,554			—		—
Laidlaw fees and compensation charges		19,857		15,449			1,350		4,050
Reorganization costs		—		—			—		3,650
Interest	$	4,480	$	6,225		$	403	$	3,081

Included in insurance expense are allocations of charges and credits made to AMR related to the operating costs and investment activities of Laidlaw’s captive insurance company. These allocations also include changes in actuarial estimates of insurance reserves for fiscal year 2001 and prior years’ claims estimates. For fiscal year 2003, AMR obtained insurance coverage from outside parties, rather than through Laidlaw. In fiscal 2004, AMR returned to the Laidlaw insurance program for workers compensation, auto and general liability. In February 2005, AMR obtained insurance coverage from outside parties. EmCare’s participation in the Laidlaw insurance program was limited to directors’ and officers’ and general liability insurance which was allocated as a component of Laidlaw fees and compensation charges.

Management costs were calculated using a formula based upon the Predecessor’s share of Laidlaw’s consolidated revenue and represent Laidlaw’s general and administrative costs incurred for the benefit of the Predecessor. Laidlaw fees and compensation charges include $4.1 million and $15.3 million of charges related to incentive plans for management of the Predecessor for the year ended August 31, 2004 and for the five months ended January 31, 2005, respectively.

During the nine months ended May 31, 2003, Laidlaw charged the Pre Fresh-Start Predecessor additional costs incurred by Laidlaw as a result of its reorganization of $3.7 million.

Interest expense has been recorded by the Predecessor based on an average intercompany balance and applicable interest rates (prime + 2%). During the nine months ended May 31, 2003, Laidlaw, as a result of its bankruptcy, suspended interest on purchase acquisition debt pushed down to AMR.

On March 1, 2004, AMR declared a $200 million dividend payable to Laidlaw. The dividend has been recorded as an increase in the Laidlaw payable account and as a decrease to Laidlaw investment on the balance sheet. There were no specific repayment terms related to the Laidlaw payable account which is included as a component of equity on the accompanying balance sheets and statements of changes in equity.

F-34

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

At January 31, 2005, Laidlaw maintained deposits of $16.4 million for collateral on behalf of AMR supporting performance bonds held by a related party; at December 31, 2005, Laidlaw no longer maintained these performance bonds. AMR’s interest in the collateral is included in other long-term assets. As described in note 15 “Insurance”, Laidlaw also maintains insurance-related deposits on behalf of AMR.

14. Related Parties

The Company is party to a management agreement with a wholly-owned subsidiary of Onex Corporation, its principal equityholder. In exchange for an annual management fee of $1.0 million, the Onex subsidiary provides the Company with corporate finance and strategic planning consulting services. For the eleven months ended December 31, 2005, $917 has been expensed and included as a component of general and administrative expenses on the accompanying statement of operations.

15. Insurance

Insurance reserves are established for automobile, workers compensation, general liability and professional liability claims utilizing policies with both fully-insured and self-insured components. This includes the use of an off-shore captive insurance program through a wholly-owned subsidiary for certain professional liability (medical malpractice) programs for EmCare. In those instances where the Company has obtained third-party insurance coverage, either directly through an independent outside party or through participation in a Laidlaw-administered program, the Company normally retains liability for the first $1 to $2 million of the loss. Insurance reserves cover known claims and incidents within the level of Company retention that may result in the assertion of additional claims, as well as claims from unknown incidents that may be asserted arising from activities through December 31, 2005.

The Company establishes reserves for claims based upon an assessment of actual claims and claims incurred but not reported. The reserves are established based on consultation with third-party independent actuaries using actuarial principles and assumptions that consider a number of factors, including historical claim payment patterns (including legal costs) and changes in case reserves and the assumed rate of inflation in health care costs and property damage repairs. Claims, other than general liability claims, that arose after June 1, 2003 are discounted at a rate commensurate with the interest rate on monetary assets that essentially are risk free and have a maturity comparable to the underlying liabilities. General liability claims that arose after June 1, 2003 are not discounted. The table below summarizes the non-health and welfare insurance reserves included in the accompanying balance sheets.

December 31, 2005	Accrued Liabilities		Other Long-term Liabilities		Total Liabilities
Automobile	$	4,930	$	11,677	$	16,607
Workers compensation		11,569		35,216		46,785
General/ Professional liability		41,880		97,248		139,128
	$	58,379	$	144,141	$	202,520
January 31, 2005 (Predecessor)
Automobile	$	4,054	$	10,558	$	14,612
Workers compensation		11,554		34,636		46,190
General/ Professional liability		25,675		97,905		123,580
	$	41,283	$	143,099	$	184,382

F-35

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Certain insurance programs also require the Company to maintain deposits with third-party insurers, with trustees or with Laidlaw to cover future claims costs. These deposits are included in the balance sheets in the categories set forth in the table below. Investments supporting insurance programs are comprised principally of government securities and investment grade securities and are presented as restricted assets in the balance sheets. These investments are designated as available-for-sale and reported at fair value. Investment income/loss earned on these investments is reported as a component of insurance expense in the statements of operations. The following table summarizes these deposits and restricted investments:

	Consolidated December 31, 2005		Predecessor Combined January 31, 2005
Restricted cash and cash equivalents	$	12,017	$	9,846
Restricted marketable securities		1,657		2,473
Short-term deposits (included in other current assets)		9,998		8,044
Short-term deposits with Laidlaw (included in other current assets)		6,583		11,541
Restricted long-term investments		67,973		41,810
Long-term deposits (included in other long-term assets)		36,777		20,006
Long-term deposits with Laidlaw (included in other long-term assets)		27,157		29,413
Total insurance deposits	$	162,162	$	123,133

Provisions for insurance expense included in the statements of operations includes annual provisions determined in consultation with Company actuaries, premiums paid to third-party insurers net of retrospective policy adjustments, interest accretion and earnings/loss on investments. Fiscal 2004 expense was reduced by a $3.8 million experience refund received during the year.

F-36

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

16. Net Income Per Common Share

The calculation of basic net income per common share and diluted net income per common share is presented below for the eleven months ended December 31, 2005 (dollars in thousands except for per share amounts):

	December 31, 2005
Basic earnings per common share computation
Numerator:
Net income	$	20,067
Accretion of put right (see note 11)		(1,213	)
Net income available to stockholders		18,854
Denominator:
Basic average shares outstanding
Common stock and LP exchangeable units		33,621,542
Basic earnings per common share	$	0.56
Diluted earnings per share computation
Numerator:
Net income	$	20,067
Accretion of put right		(1,213	)
Net income available to stockholders		18,854
Denominator:
Basic average shares outstanding		33,621,542
Incremental shares from assumed exercise of stock options		660,634
Diluted average common shares outstanding		34,282,176
Diluted earnings per common share	$	0.55

We have excluded 37,500 potential common shares from the calculation of diluted earnings per share because they are antidilutive.

F-37

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

17. Supplemental Cash Flow Information

	December 31, 2005		Predecessor — Combined							Pre Fresh-Start Predecessor Combined Nine Months Ended May 31, 2003
			Five Months Ended January 31, 2005		Year Ended August 31, 2004			Three Months Ended August 31, 2003
Finance and investing activities not requiring the use of cash:
Dividend to Laidlaw	$	—	$	—	$	200,000		$	—	$	—
Leasehold improvement allowance		3,100		—		—			—		—
Reduction of deferred tax asset valuation allowance through:
Reduction of ambulance service contracts and other intangibles		—		—		124,977			—		—
Reduction of associated deferred tax asset		—		—		(27,606	)		—		—
Laidlaw equity	$	—	$	—	$	10,406		$	—	$	—

F-38

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

18. Segment Information

The Company is organized around two separately managed business units: healthcare transportation services and emergency management services, which have been identified as operating segments. The healthcare transportation services reportable segment focuses on providing a full range of medical transportation services from basic patient transit to the most advanced emergency care and pre-hospital assistance. The emergency management services reportable segment provides outsourced business services to hospitals primarily for emergency departments, urgent care centers and for certain inpatient departments. The Chief Executive Officer has been identified as the chief operating decision maker (CODM) for purposes of SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information, as he assesses the performance of the business units and decides how to allocate resources to the business units. Pre-tax income from continuing operations before interest, taxes and depreciation and amortization (“Segment EBITDA”) is the measure of profit and loss that the CODM uses to assess performance and make decisions. Pre-tax income from continuing operations represents net revenue less direct operating expenses incurred within the operating segments. The accounting policies for reported segments are the same as for the Company as a whole (see note 2).

	Consolidated Eleven Months Ended December 31, 2005		Predecessor — Combined						Pre Fresh-Start Predecessor Restated Combined Nine Months Ended May 31, 2003
			Five Months Ended January 31, 2005		Year Ended August 31, 2004		Three Months Ended August 31, 2003
Healthcare Transportation Services
Revenue	$	1,059,725	$	455,059	$	1,054,800	$	255,807	$	751,344
Segment EBITDA		93,404		33,859		85,557		7,941		48,026
Total identifiable assets		807,874		645,441		628,635		605,268		638,495
Capital expenditures	$	44,992	$	12,054	$	38,573	$	17,581	$	30,888
Emergency Management Services
Revenue	$	595,760	$	241,120	$	549,798	$	128,654	$	351,991
Segment EBITDA		44,096		5,639		37,156		7,217		18,248
Total identifiable assets		443,435		338,069		320,964		309,478		303,136
Capital expenditures	$	2,465	$	1,991	$	4,214	$	498	$	3,880
Segment Totals
Total revenue	$	1,655,485	$	696,179	$	1,604,598	$	384,461	$	1,103,335
Total EBITDA		137,500		39,498		122,713		15,158		66,274
Total identifiable assets		1,251,309		983,510		949,599		914,746		941,631
Total capital expenditures	$	47,457	$	14,045	$	42,787	$	18,079	$	34,768

F-39

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

The reconciliation of EBITDA to consolidated net income (loss) for each year, in thousands, is as follows:

	Consolidated Eleven Months Ended December 31, 2005			Predecessor — Combined									Pre Fresh-Start Predecessor Combined Nine Months Ended May 31, 2003
				Five Months Ended January 31, 2005			Year Ended August 31, 2004			Three Months Ended August 31, 2003
Consolidated EBITDA	$	137,500		$	39,498		$	122,713		$	15,158		$	66,274
Depreciation and amortization expense		(54,143	)		(18,808	)		(52,739	)		(12,560	)		(32,144	)
Interest expense		(47,813	)		(5,644	)		(9,961	)		(908	)		(4,691	)
Realized gain (loss) on investments		(164	)		—			(1,140	)		90			—
Interest and other income		1,040			714			240			22			304
Loss on early debt extinguishment		(2,040	)		—			—			—			—
Fresh-start accounting adjustments		—			—			—			—			46,416
Income tax expense		(14,372	)		(6,278	)		(21,764	)		(8,633	)		(829	)
Equity in earnings of unconsolidated subsidiary		59			—			—			—			—
Cumulative effect of a change in accounting principle		—			—			—			—			(223,721	)
Net income (loss)	$	20,067		$	9,482		$	37,349		$	(6,831	)	$	(148,391	)

A reconciliation of segment assets to total assets and segment capital expenditures to total capital expenditures is as follows:

	December 31, 2005
Segment total identifiable assets	$	1,251,309
Corporate cash		13,786
Other corporate assets		1,933
Total identifiable assets	$	1,267,028

Other corporate assets principally consist of property, plant and equipment, and other assets.

	Eleven months ended December 31, 2005
Segment total capital expenditures	$	47,457
Corporate capital expenditures		1,476
Total capital expenditures	$	48,933

F-40

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

19. Quarterly financial information (unaudited)

Selected unaudited quarterly financial data for the eleven months ended December 31, 2005 and 2004 are as follows (dollars in millions except per share amounts):

2005	1st Qtr. (1)		2nd Qtr.		3rd Qtr.		4th Qtr.		Total
Revenue	$	286.4	$	445.0	$	456.2	$	467.9	$	1,655.5
Operating income		16.3		23.4		19.3		24.4		83.4
Net income		5.0		6.0		3.0		6.1		20.1
Basic earnings per share		0.15		0.13		0.11		0.17		0.56
Diluted earnings per share	$	0.15	$	0.13	$	0.11	$	0.17	$	0.55

2004	1st Qtr. (1)		2nd Qtr.		3rd Qtr.		4th Qtr.		Total
Revenue	$	263.8	$	400.0	$	413.9	$	412.5	$	1,490.2
Operating income		11.2		14.2		24.6		22.6		72.6
Net income	$	7.2	$	6.1	$	11.2	$	12.3	$	36.8

(1) First quarter 2005 represents the two months beginning on the effective date of the purchase of AMR and EmCare by EMS LP and ending March 31, 2005. The first quarter 2004 includes only the two-month period ending March 31, 2004 for comparative purposes.

The 2004 period does not include basic or earnings per share amounts as Laidlaw was the sole stockholder of both AMR and EmCare. First and second quarters 2004 include adjustments from previously reported information to operating income as a result of allocating a reduction of insurance expense through the fiscal period.

F-41

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

20. Valuation and Qualifying Accounts

	Allowance for Contractual Discounts			Allowance for Uncompensated Care			Total Accounts Receivable Allowances			Valuation Allowance for Deferred Tax Assets			Total
Balance at August 31, 2002 (Pre Fresh-Start Predecessor)	$	249,900		$	412,809		$	662,709		$	310,694		$	973,403
Additions		795,809			428,578			1,224,387			3,200			1,227,587
Reductions		(786,770	)		(377,363	)		(1,164,133	)		(157,942	)		(1,322,075	)
Balance at May 31, 2003 (Pre Fresh-Start Predecessor)	$	258,939		$	464,024		$	722,963		$	155,952		$	878,915
Fresh-start balance at June 1, 2003 — Predecessor	$	258,939		$	464,024		$	722,963		$	155,952		$	878,915
Additions		289,329			161,100			450,429			—			450,429
Reductions		(289,500	)		(137,533	)		(427,033	)		—			(427,033	)
Balance at August 31, 2003 — Predecessor		258,768			487,591			746,359			155,952			902,311
Additions		1,361,708			666,116			2,027,824			—			2,027,824
Reductions		(1,349,005	)		(542,429	)		(1,891,434	)		(155,952	)		(2,047,386	)
Balance at August 31, 2004 — Predecessor		271,471			611,278			882,749			—			882,749
Additions		632,959			312,310			945,269			—			945,269
Reductions		(589,567	)		(242,284	)		(831,851	)		—			(831,851	)
Balance at January 31, 2005 Predecessor	$	314,863		$	681,304		$	996,167		$	—		$	996,167
Balance at February 1, 2005	$	314,863		$	681,304		$	996,167		$	—		$	996,167
Additions		1,752,254			684,614			2,436,868			—			2,436,868
Reductions		(1,596,915	)		(1,029,144	)		(2,626,059	)		—			(2,626,059	)
Balance at December 31, 2005	$	470,202		$	336,774		$	806,976		$	—		$	806,976

F-42

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

21. Prior Period Results (unaudited)

We have included below the Predecessor unaudited combined statement of operations for the five months ended January 31, 2004 and the Predecessor unaudited combined statement of cash flows for the five months ended January 31, 2004 for comparative purposes only to the audited statements included herein.

	Five Months Ended January 31, 2004
Combined Statement of Operations
Net revenue	$	667,506
Compensation and benefits		461,923
Operating expenses		90,828
Insurance expense		36,664
Selling, general and administrative expenses		22,016
Laidlaw fees and compensation charges		6,436
Depreciation and amortization expense		22,079
Income from operations		27,560
Interest expense		(4,137	)
Interest and other (loss) income		1,403
Income before income taxes		24,826
Income tax expense		(9,800	)
Net income	$	15,026
Combined Statement of Cash Flows
Cash Flows from Operating Activities
Net income	$	15,026
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		22,079
Loss on disposal of property, plant and equipment		309
Deferred income taxes		9,320
Changes in operating assets/liabilities:
Trade and other accounts receivable		(33,822	)
Other current assets		4,889
Accounts payable and accrued liabilities		827
Net cash provided by operating activities		18,628
Cash Flows from Investing Activities
Purchase of property, plant and equipment		(14,224	)
Proceeds from sale of property, plant and equipment		84
Purchase of restricted cash and investments		(9,585	)
Proceeds from sale of restricted investments		14,758
Net change in deposits and other assets		(1,914	)
Net cash used in investing activities		(10,881	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt		(3,784	)
Decrease in bank overdrafts		(3,216	)
Payments made to Laidlaw		(2,215	)
Increase in other non-current liabilities		1,683
Net cash used in financing activities		(7,532	)
Increase in cash and cash equivalents		215
Cash and cash equivalents, beginning of period		10,641
Cash and cash equivalents, end of period	$	10,856

F-43

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

22. Guarantors of Debt

EMS LP financed the acquisition of AMR and EmCare, described in note 1 “General — Basis of Presentation”, in part by issuing $250.0 million principal amount of senior subordinated notes and borrowing $370.2 million under the Senior Facility. Its wholly-owned subsidiaries, AMR HoldCo, Inc. and EmCare HoldCo, Inc., are the issuers of the senior subordinated notes and the borrowers under the Senior Facility. As part of the transaction, AMR and its subsidiaries became wholly-owned subsidiaries of AMR HoldCo, Inc. and EmCare and its subsidiaries became wholly-owned subsidiaries of EmCare HoldCo, Inc. The senior subordinated notes and the Senior Facility include a full, unconditional and joint and several guarantee by all of EMSC, EMS LP and EMSC’s domestic subsidiaries. All of the operating income and cash flow of EMSC, EMS LP, AMR HoldCo, Inc. and EmCare HoldCo, Inc. is generated by AMR, EmCare and their subsidiaries. As a result, funds necessary to meet the debt service obligations under the senior secured notes and Senior Facility are provided by the distributions or advances from the subsidiary companies, AMR and EmCare. Investments in subsidiary operating companies are accounted for on the equity method. Accordingly, entries necessary to consolidate EMSC, EMS LP, AMR HoldCo, Inc., EmCare HoldCo, Inc. and all of their subsidiaries are reflected in the Eliminations/Adjustments column. Separate complete financial statements of the issuers, EMS LP and subsidiary guarantors would not provide additional material information that would be useful in assessing the financial composition of the issuers, EMS LP or the subsidiary guarantors. The condensed consolidating and combining financial statements for EMSC, EMS LP, the issuers, the guarantors and the non-guarantor are as follows:

Consolidating Balance Sheet

As of December 31, 2005

	EMSC		EMS LP		Issuer AMR HoldCo, Inc.		Issuer EmCare HoldCo, Inc.		Subsidiary Guarantors		Subsidiary Non-Guarantor			Eliminations/ Adjustments			Total
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	—	$	—	$	18,001	$	47		$	—		$	18,048
Restricted cash and cash equivalents		—		—		—		—		—		12,017			—			12,017
Restricted marketable securities		—		—		—		—		—		1,657			—			1,657
Trade and other accounts receivable, net		—		—		—		—		408,675		2,529			(20	)		411,184
Parts and supplies inventory		—		—		—		—		18,449		—			—			18,449
Other current assets		—		—		—		—		31,149		302			(946	)		30,505
Current deferred tax assets		—		—		—		—		20,441		2,995			—			23,436
Current assets		—		—		—		—		496,715		19,547			(966	)		515,296
Non-current assets:
Property, plant, and equipment, net		—		—		—		—		138,037		—			—			138,037
Intercompany receivable		1,973		113,400		296,207		199,529		14,863		—			(625,972	)		—
Intangible assets, net		—		—		—		—		78,183		—			—			78,183
Non-current deferred tax assets		—		—		—		—		119,538		(1,130	)		—			118,408
Restricted long-term investments		—		—		—		—		—		67,973			—			67,973
Goodwill		—		—		—		—		250,710		458			—			251,168
Other long-term assets		65		—		10,443		4,420		83,035		—			—			97,963
Investment and advances in subsidiaries		345,354		231,954		200,868		31,072		6,246		—			(815,494	)		—
Assets	$	347,392	$	345,354	$	507,518	$	235,021	$	1,187,327	$	86,848		$	(1,442,432	)	$	1,267,028

F-44

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

	EMSC			EMS LP			Issuer AMR HoldCo, Inc.		Issuer EmCare HoldCo, Inc.			Subsidiary Guarantors			Subsidiary Non-Guarantor			Eliminations/ Adjustments			Total
Liabilities and Equity
Current liabilities:
Accounts payable	$	—		$	—		$	—	$	—		$	56,290		$	—		$	—		$	56,290
Accrued liabilities		2,408			—			6,857		5,478			162,456			37,282			—			214,481
Current portion of long-term debt		—			—			2,415		1,085			3,164			—			—			6,664
Current liabilities		2,408			—			9,272		6,563			221,910			37,282			—			277,435
Long-term debt		—			—			297,378		197,372			770			—			—			495,520
Other long-term liabilities		—			—			—		—			106,735			43,320			(966	)		149,089
Intercompany		—			—			—		—			625,972			—			(625,972	)		—
Liabilities		2,408			—			306,650		203,935			955,387			80,602			(626,938	)		922,044
Class A common stock		92			—			—		—			—			30			(30	)		92
Class B common stock		1			—			—		—			—			—			—			1
Additional paid-in capital		112,937			—			—		—			—			6,690			(6,690	)		112,937
Partnership equity		212,361			325,761			190,073		22,288			212,361			—			(750,483	)		212,361
Retained earnings		20,067			20,067			10,795		9,272			20,053			—			(60,187	)		20,067
Comprehensive income (loss)		(474	)		(474	)		—		(474	)		(474	)		(474	)		1,896			(474	)
Equity		344,984			345,354			200,868		31,086			231,940			6,246			(815,494	)		344,984
Liabilities and Equity	$	347,392		$	345,354		$	507,518	$	235,021		$	1,187,327		$	86,848		$	(1,442,432	)	$	1,267,028

F-45

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Predecessor

Combining Balance Sheet

As of January 31, 2005

	EMS LP		Issuer AMR HoldCo, Inc.		Issuer EmCare HoldCo, Inc.		Subsidiary Guarantors			Subsidiary Non-Guarantor			Eliminations/ Adjustments			Total
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	—	$	4,778		$	9,853		$	—		$	14,631
Restricted cash and cash equivalents		—		—		—		—			9,846			—			9,846
Restricted marketable securities		—		—		—		—			2,473			—			2,473
Trade and other accounts receivable, net		—		—		—		359,945			43,339			(33,517	)		369,767
Parts and supplies inventory		—		—		—		18,499			—			—			18,499
Other current assets		—		—		—		81,818			6,097			(47,780	)		40,135
Current deferred tax assets		—		—		—		62,433			2,659			—			65,092
Current assets		—		—		—		527,473			74,267			(81,297	)		520,443
Non-current assets:
Property, plant, and equipment, net		—		—		—		128,766			—			—			128,766
Intangible assets, net		—		—		—		16,075			—			—			16,075
Non-current deferred tax assets		—		—		—		203,391			(922	)		—			202,469
Restricted long-term investments		—		—		—		—			41,810			—			41,810
Goodwill		—		—		—		—			—			—			—
Other long-term assets		—		—		—		73,947			—			—			73,947
Investment and advances in subsidiaries		—		—		—		6,404			—			(6,404	)		—
Assets	$	—	$	—	$	—	$	956,056		$	115,155		$	(87,701	)	$	983,510
Liabilities and Equity
Current liabilities:
Accounts payable	$	—	$	—	$	—	$	82,167		$	5,186		$	(31,535	)	$	55,818
Accrued liabilities		—		—		—		147,291			24,354			—			171,645
Current portion of long-term debt		—		—		—		5,846			—			—			5,846
Current liabilities		—		—		—		235,304			29,540			(31,535	)		233,309
Long-term debt		—		—		—		5,651			—			—			5,651
Other long-term liabilities		—		—		—		116,824			79,211			(49,762	)		146,273
Liabilities		—		—		—		357,779			108,751			(81,297	)		385,233
Laidlaw payable		—		—		—		202,042			—			—			202,042
Laidlaw investment		—		—		—		356,550			—			—			356,550
Common stock		—		—		—		—			30			(30	)		—
Additional paid-in capital		—		—		—		—			5,054			(5,054	)		—
Retained earnings		—		—		—		40,000			1,635			(1,635	)		40,000
Comprehensive income (loss)		—		—		—		(315	)		(315	)		315			(315	)
Equity		—		—		—		598,277			6,404			(6,404	)		598,277
Liabilities and Equity	$	—	$	—	$	—	$	956,056		$	115,155		$	(87,701	)	$	983,510

F-46

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Consolidating Statement of Operations

For the eleven months ended December 31, 2005

	EMSC		EMS LP		Issuer AMR HoldCo, Inc.		Issuer EmCare HoldCo, Inc.		Subsidiary Guarantors			Subsidiary Non-Guarantor			Eliminations/ Adjustments			Total
Net revenue	$	—	$	—	$	—	$	—	$	1,655,485		$	34,539		$	(34,539	)	$	1,655,485
Compensation and benefits		—		—		—		—		1,146,055			—			—			1,146,055
Operating expenses		—		—		—		—		233,087			—			—			233,087
Insurance expense		—		—		—		—		82,964			34,375			(34,539	)		82,800
Selling, general and administrative expenses		—		—		—		—		54,262			—			—			54,262
Depreciation and amortization expense		—		—		—		—		54,143			—			—			54,143
Restructuring charge		—		—		—		—		1,781			—			—			1,781
Income from operations		—		—		—		—		83,193			164			—			83,357
Interest expense		—		—		—		—		(47,813	)		—			—			(47,813	)
Realized loss on investments		—		—		—		—		—			(164	)		—			(164	)
Interest and other income		—		—		—		14		1,026			—			—			1,040
Loss on early debt extinguishment		—		—		—		—		(2,040	)		—			—			(2,040	)
Income before income taxes		—		—		—		14		34,366			—			—			34,380
Income tax expense		—		—		—		—		(14,372	)		—			—			(14,372	)
Income before equity in earnings of unconsolidated subsidiaries		—		—		—		14		19,994			—			—			20,008
Equity in earnings of unconsolidated subsidiary		20,067		20,067		10,795		9,258		59			—			(60,187	)		59
Net income	$	20,067	$	20,067	$	10,795	$	9,272	$	20,053		$	—		$	(60,187	)	$	20,067

F-47

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Predecessor

Combining Statement of Operations

For the five months ended January 31, 2005

	EMS LP		Issuer AMR HoldCo, Inc.		Issuer EmCare HoldCo, Inc.		Subsidiary Guarantors			Subsidiary Non-Guarantor		Eliminations/ Adjustments			Total
Net revenue	$	—	$	—	$	—	$	696,179		$	15,913	$	(15,913	)	$	696,179
Compensation and benefits		—		—		—		481,305			—		—			481,305
Operating expenses		—		—		—		94,882			—		—			94,882
Insurance expense		—		—		—		39,002			15,913		(15,913	)		39,002
Selling, general and administrative expenses		—		—		—		21,635			—		—			21,635
Laidlaw fees and compensation charges		—		—		—		19,857			—		—			19,857
Depreciation and amortization expense		—		—		—		18,808			—		—			18,808
Income from operations		—		—		—		20,690			—		—			20,690
Interest expense		—		—		—		(5,644	)		—		—			(5,644	)
Interest and other income		—		—		—		714			—		—			714
Income before income taxes		—		—		—		15,760			—		—			15,760
Income tax expense		—		—		—		(6,278	)		—		—			(6,278	)
Net income	$	—	$	—	$	—	$	9,482		$	—	$	—		$	9,482

F-48

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Predecessor

Combining Statement of Operations

For the year ended August 31, 2004

	EMS LP		Issuer AMR HoldCo, Inc.		Issuer EmCare HoldCo, Inc.		Subsidiary Guarantors			Subsidiary Non-Guarantor			Eliminations/ Adjustments			Total
Net revenue	$	—	$	—	$	—	$	1,604,598		$	29,803		$	(29,803	)	$	1,604,598
Compensation and benefits		—		—		—		1,117,890			—			—			1,117,890
Operating expenses		—		—		—		218,277			—			—			218,277
Insurance expense		—		—		—		81,395			28,663			(29,803	)		80,255
Selling, general and administrative expenses		—		—		—		47,899			—			—			47,899
Laidlaw fees and compensation charges		—		—		—		15,449			—			—			15,449
Depreciation and amortization expense		—		—		—		52,739			—						52,739
Restructuring charges		—		—		—		2,115			—			—			2,115
Income from operations		—		—		—		68,834			1,140			—			69,974
Interest expense		—		—		—		(9,961	)		—			—			(9,961	)
Realized loss on investments		—		—		—		—			(1,140	)		—			(1,140	)
Interest and other income		—		—		—		240			—			—			240
Income before income taxes		—		—		—		59,113			—			—			59,113
Income tax expense		—		—		—		(23,399	)		1,635			—			(21,764	)
Income before equity in earnings of unconsolidated subsidiary		—		—		—		35,714			1,635			—			37,349
Equity in earnings of unconsolidated subsidiary		—						1,635			—			(1,635	)		—
Net income	$	—	$	—	$	—	$	37,349		$	1,635		$	(1,635	)	$	37,349

F-49

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Predecessor

Combining Statement of Operations

For the three months ended August 31, 2003

	EMS LP		Issuer AMR HoldCo, Inc.		Issuer EmCare HoldCo, Inc.		Subsidiary Guarantors			Subsidiary Non-Guarantor			Eliminations/ Adjustments			Total
Net revenue	$	—	$	—	$	—	$	384,461		$	9,807		$	(9,807	)	$	384,461
Compensation and benefits		—		—		—		264,604			—			—			264,604
Operating expenses		—		—		—		55,212			—			—			55,212
Insurance expense		—		—		—		36,239			8,239			(9,807	)		34,671
Selling, general and administrative expenses		—		—		—		12,017			—			—			12,017
Laidlaw fees and compensation charges		—		—		—		1,350			—			—			1,350
Depreciation and amortization expense		—		—		—		12,560			—						12,560
Restructuring charges		—		—		—		1,449			—			—			1,449
Income from operations		—		—		—		1,030			1,568			—			2,598
Interest expense		—		—		—		(908	)		—			—			(908	)
Realized gain on investments		—		—		—		—			90			—			90
Interest and other income		—		—		—		22			—			—			22
Income before income taxes		—		—		—		144			1,658			—			1,802
Income tax expense		—		—		—		(8,053	)		(580	)		—			(8,633	)
(Loss) income before equity in earnings of subsidiary		—		—		—		(7,909	)		1,078			—			(6,831	)
Equity in earnings of subsidiary		—		—		—		1,078			—			(1,078	)		—
Net income	$	—	$	—	$	—	$	(6,831	)	$	1,078		$	(1,078	)	$	(6,831	)

F-50

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Pre Fresh-Start Predecessor

Combining Statement of Operations

For the nine months ended May 31, 2003

	EMS LP		Issuer AMR HoldCo, Inc.		Issuer EmCare HoldCo, Inc.		Subsidiary Guarantors			Subsidiary Non-Guarantor		Eliminations/ Adjustments			Total
Net revenue	$	—	$	—	$	—	$	1,103,335		$	16,640	$	(16,640	)	$	1,103,335
Compensation and benefits		—		—		—		757,183			—		—			757,183
Operating expenses		—		—		—		163,447			—		—			163,447
Insurance expense		—		—		—		69,576			16,640		(16,640	)		69,576
Selling, general and administrative expenses		—		—		—		37,867			—		—			37,867
Laidlaw fees and compensation charges		—		—		—		4,050			—		—			4,050
Depreciation and amortization expense		—		—		—		32,144			—					32,144
Restructuring charges								1,288			—		—			1,288
Laidlaw reorganization costs		—		—		—		3,650			—		—			3,650
Income from operations		—		—		—		34,130			—		—			34,130
Interest expense		—		—		—		(4,691	)		—		—			(4,691	)
Interest and other income		—		—		—		304			—		—			304
Fresh-start accounting adjustments		—		—		—		46,416			—		—			46,416
Income before income taxes and cumulative effect of a change in accounting principle		—		—		—		76,159			—		—			76,159
Income tax expense		—		—		—		(829	)		—		—			(829	)
Income before cumulative effect of a change in accounting principle		—		—		—		75,330			—		—			75,330
Cumulative effect of a change in accounting principle		—		—		—		(223,721	)		—		—			(223,721	)
Net income	$	—	$	—	$	—	$	(148,391	)	$	—	$	—		$	(148,391	)

F-51

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Condensed Consolidating Statement of Cash Flows

For the eleven months ended December 31, 2005

	EMSC			EMS LP			Issuer AMR HoldCo Inc.			Issuer EmCare HoldCo Inc.			Subsidiary Guarantors			Subsidiary Non-guarantor			Total
Cash Flows from Operating Activities
Net cash provided by operating activities	$	—		$	—		$	—		$	14		$	91,599		$	18,350		$	109,963
Cash Flows from Investing Activities
EMS purchase of AMR and EmCare		—			(828,775	)		—			—			—			—			(828,775	)
Purchase of property, plant and equipment		—			—			—			—			(48,933	)		—			(48,933	)
Proceeds from sale of property, plant and equipment		—			—			—			—			708			—			708
Purchase of restricted cash and investments		—			—			—			—			—			(64,128	)		(64,128	)
Proceeds from sale and maturity of restricted investments		—			—			—			—			—			35,972			35,972
Net change in deposits and other assets		—			—			—			—			(4,473	)		—			(4,473	)
Net cash used in investing activities		—			(828,775	)		—			—			(52,698	)		(28,156	)		(909,629	)
Cash Flows from Financing Activities
Borrowings under new senior secured credit facility		—			—			241,500			108,500			—			—			350,000
Proceeds from issuance of senior subordinated notes		—			—			172,500			77,500			—			—			250,000
Borrowings under new revolving credit facility		—			—			17,388			7,812			—			—			25,200
Debt issue costs		—						(12,648	)		(5,682	)								(18,330	)
EMS LP issuance of partnership equity		—			222,655			—			—			—			—			222,655
EMS LP partnership equity issuance costs		—			(1,919	)														(1,919	)
EMSC issuance of class A common stock		113,400			—			—			—			—			—			113,400
EMSC equity issuance costs		(9,329	)		—			—			—			—			—			(9,329	)
Repayments of capital lease obligations and other debt		—			—			(87,596	)		(39,354	)		(5,395	)		—			(132,345	)
Repayments of revolving credit facility		—			—									—			—			—
Net investment and advances (distributions)		(104,071	)		608,039			(331,144	)		(148,790	)		(24,034	)		—			—
Increase (decrease) in bank overdrafts		—			—			—			—			3,751			—			3,751
Increase (decrease) in other non-current liabilities		—			—			—			—			—			—			—
Net cash provided by (used in) financing activities		—			828,775			—			(14	)		(25,678	)		—			803,083
Increase in cash and cash equivalents		—			—			—			—			13,223			(9,806	)		3,417
Cash and cash equivalents, beginning of period		—			—			—			—			4,778			9,853			14,631
Cash and cash equivalents, end of period	$	—		$	—		$	—		$	—		$	18,001		$	47		$	18,048

F-52

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Predecessor

Condensed Combining Statement of Cash Flows

For the five months ended January 31, 2005

	EMS LP		Issuer AMR HoldCo, Inc.		Issuer EmCare HoldCo, Inc.		Subsidiary Guarantors			Subsidiary Non-guarantor			Total
Cash Flows from Operating Activities
Net cash provided by operating activities	$	—	$	—	$	—	$	10,856		$	5,110		$	15,966
Cash Flows from Investing Activities
Purchase of property, plant and equipment		—		—		—		(14,045	)		—			(14,045	)
Purchase of business		—		—		—		(1,200	)		—			(1,200	)
Proceeds from sale of business		—		—		—		1,300			—			1,300
Proceeds from sale of property, plant and equipment		—		—		—		175			—			175
Purchase of restricted cash and investments		—		—		—		—			(31,257	)		(31,257	)
Proceeds from sale and maturity of restricted investments		—		—		—		—			35,960			35,960
Other investing activities		—		—		—		(79	)		—			(79	)
Increase in Laidlaw insurance deposits		—		—		—		(12,521	)		—			(12,521	)
Net cash (used in) provided by investing activities		—		—		—		(26,370	)		4,703			(21,667	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt		—		—		—		(3,992	)		—			(3,992	)
Advances from Laidlaw		—		—		—		8,982			—			8,982
Increase in bank overdrafts		—		—		—		5,866			—			5,866
Net cash provided by financing activities		—		—		—		10,856			—			10,856
Change in cash and cash equivalents		—		—		—		(4,658	)		9,813			5,155
Cash and cash equivalents, beginning of period		—		—		—		9,436			40			9,476
Cash and cash equivalents, end of period	$	—	$	—	$	—	$	4,778		$	9,853		$	14,631

F-53

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Predecessor

Condensed Combining Statement of Cash Flows

For the year ended August 31, 2004

	EMS LP		Issuer AMR HoldCo, Inc.		Issuer EmCare HoldCo, Inc.		Subsidiary Guarantors			Subsidiary Non-guarantor			Total
Cash Flows from Operating Activities
Net cash provided by operating activities	$	—	$	—	$	—	$	109,708		$	17,971		$	127,679
Cash Flows from Investing Activities
Purchase of property, plant and equipment		—		—		—		(42,787	)		—			(42,787	)
Proceeds from sale of property, plant and equipment		—		—		—		858			—			858
Purchase of restricted cash and investments		—		—		—		—			(64,357	)		(64,357	)
Proceeds from sale and maturity of restricted investments		—		—		—		—			46,389			46,389
Other investing activities		—		—		—		6,814			—			6,814
Increase in Laidlaw insurance deposits		—		—		—		(28,433	)		—			(28,433	)
Net cash used in investing activities		—		—		—		(63,548	)		(17,968	)		(81,516	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt		—		—		—		(8,709	)		—			(8,709	)
Payments to Laidlaw		—		—		—		(31,133	)		—			(31,133	)
Decrease in bank overdrafts		—		—		—		(4,544	)		—			(4,544	)
Decrease in other non-current liabilities		—		—		—		(2,942	)		—			(2,942	)
Net cash used in financing activities		—		—		—		(47,328	)		—			(47,328	)
Change in cash and cash equivalents		—		—		—		(1,168	)		3			(1,165	)
Cash and cash equivalents, beginning of period		—		—		—		10,604			37			10,641
Cash and cash equivalents, end of period	$	—	$	—	$	—	$	9,436		$	40		$	9,476

F-54

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Predecessor

Condensed Combining Statement of Cash Flows

For the three months ended August 31, 2003

	EMS LP		Issuer AMR HoldCo, Inc.		Issuer EmCare HoldCo, Inc.		Subsidiary Guarantors			Subsidiary Non-guarantor			Total
Cash Flows from Operating Activities
Net cash provided by (used in) operating activities	$	—	$	—	$	—	$	31,268		$	(1,259	)	$	30,009
Cash Flows from Investing Activities
Purchase of property, plant and equipment		—		—		—		(18,079	)		—			(18,079	)
Proceeds from sale of property, plant and equipment		—		—		—		341			—			341
Purchase of restricted cash and investments		—		—		—		—			(11,287	)		(11,287	)
Proceeds from sale and maturity of restricted investments		—		—		—		—			12,530			12,530
Other investing activities		—		—		—		1,359			—			1,359
Net cash (used in) provided by investing activities		—		—		—		(16,379	)		1,243			(15,136	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt		—		—		—		(1,851	)		—			(1,851	)
Payments to Laidlaw		—		—		—		(55,609	)		—			(55,609	)
Increase in bank overdrafts		—		—		—		8,675			—			8,675
Increase in other non-current liabilities		—		—		—		1,563			—			1,563
Net cash used in financing activities		—		—		—		(47,222	)		—			(47,222	)
Change in cash and cash equivalents		—		—		—		(32,333	)		(16	)		(32,349	)
Cash and cash equivalents, beginning of period		—		—		—		42,937			53			42,990
Cash and cash equivalents, end of period	$	—	$	—	$	—	$	10,604		$	37		$	10,641

F-55

Emergency Medical Services Corporation

Notes to Financial Statements — (Continued)

(dollars in thousands)

Pre Fresh-Start Predecessor

Condensed Combining Statement of Cash Flows

For the nine months ended May 31, 2003

	EMS LP		Issuer AMR HoldCo, Inc.		Issuer EmCare HoldCo, Inc.		Subsidiary Guarantors			Subsidiary Non-guarantor			Eliminations			Total
Cash Flows from Operating Activities
Net cash provided by operating activities	$	—	$	—	$	—	$	34,398		$	24,371		$	—		$	58,769
Cash Flows from Investing Activities
Purchase of property, plant and equipment		—		—		—		(34,768	)		—			—			(34,768	)
Proceeds from sale of property, plant and equipment		—		—		—		624			—			—			624
Capital contribution		—		—		—		(2,721	)		—			2,721			—
Purchase of restricted cash and investments		—		—		—		(2,400	)		(63,866	)		—			(66,266	)
Proceeds from sale and maturity of restricted investments		—		—		—		—			36,748			—			36,748
Other investing activities		—		—		—		(35,173	)		—			—			(35,173	)
Net cash used in investing activities		—		—		—		(74,438	)		(27,118	)		2,721			(98,835	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt		—		—		—		(6,338	)		—			—			(6,338	)
Payments to Laidlaw		—		—		—		(3,141	)		—			—			(3,141	)
Capital contribution		—		—		—		—			2,721			(2,721	)
Decrease in bank overdrafts		—		—		—		(815	)		—			—			(815	)
Increase in other non-current liabilities		—		—		—		2,234			—			—			2,234
Net cash (used in) provided by financing activities		—		—		—		(8,060	)		2,721			(2,721	)		(8,060	)
Change in cash and cash equivalents		—		—		—		(48,100	)		(26	)		—			(48,126	)
Cash and cash equivalents, beginning of period		—		—		—		91,037			79			—			91,116
Cash and cash equivalents, end of period	$	—	$	—	$	—	$	42,937		$	53		$	—		$	42,990

F-56

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

EMERGENCY MEDICAL SERVICES CORPORATION

1. The name of the Corporation is Emergency Medical Services Corporation (the “Corporation”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 1, 2005 (the “Original Certificate of Incorporation”).

2. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law, as amended from time to time (the “DGCL”), this Amended and Restated Certificate of Incorporation amends and restates the Original Certificate of Incorporation in its entirety.

3. The text of the Certificate of Incorporation of the Corporation, as amended and restated by this Amended and Restated Certificate of Incorporation, reads in its entirety as follows:

ARTICLE FIRST: Name. The name of the Corporation is Emergency Medical Services Corporation.

ARTICLE SECOND: Registered Office. The location and address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, County of New Castle, Wilmington, Delaware 19808. Corporation Service Company is the Corporation’s registered agent at that address.

ARTICLE THIRD: Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE FOURTH: Duration. The term of the Corporation’s existence is perpetual.

ARTICLE FIFTH: Authorized Stock.

Part A: Authorized Number of Shares. The total number of shares of capital stock that the Corporation shall have the authority to issue is 160,000,001 shares, consisting of: (i) 100,000,000 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), (ii) 40,000,000 shares of Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”), (iii) one share of Class B Special Voting Stock, par value $0.01 per share (the “Class B Special Voting Stock”), and (iv) 20,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”). The Class A Common Stock and the Class B Common Stock are hereinafter referred to collectively as “Common Stock” and no other class or series of capital stock of the Corporation shall be considered as “Common Stock” for purposes of the certificate of incorporation of the Corporation. No share of Class B Common Stock shall be issued by the Corporation at any time when there is not already outstanding a share of Class B Common Stock or an LP Exchangeable Unit (as defined below).

Part B: Certain Definitions. As used in this Certificate of Incorporation, the following capitalized terms have the following respective meanings:

(1) “Affiliate” means, with respect to any Person, (a) any director or executive officer of such Person, (b) any spouse, parent, sibling, descendant or trust for the exclusive benefit of such Person or his or her spouse, parent, sibling or descendant (or the spouse, parent, sibling or descendant of any director or executive officer of such Person), and (c) any other Person that, directly or indirectly, controls or is controlled by or is under common control with such Person. For the purpose of this definition, (i) “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, status as a general partner, by contract or otherwise and (ii) Onex and Onex Partners shall be deemed to control any Person (A) controlled by Gerald W. Schwartz so long as Mr. Schwartz controls Onex or (B) if Onex has sole or shared “voting power” or “investment power,” as those terms are defined in the rules of the Securities and Exchange Commission, over the Class B Common Stock held by such Person.

(2) “Business Day” shall mean any day other than a Saturday, a Sunday, or any day on which banking institutions in the State of New York are required or authorized to close by law or executive order.

(3) “Effective Date” has the meaning set forth in Article Twelfth.

(4) “Initial Investor Group” means (a) all members of the Onex Group and (b) any other Person who obtains Class B Common Stock through a direct sale or issuance by the Corporation, each of which shall be considered a member of the Initial Investor Group for purposes hereof.

(5) “Minimum Hold Condition” means, at any time, the state of affairs where the aggregate of the numbers of outstanding shares of Class B Common Stock and LP Exchangeable Units is at least 10% of the aggregate of the numbers of shares of Common Stock and LP Exchangeable Units then outstanding. The Minimum Hold Condition is not satisfied if, at any time, the foregoing requirement is not satisfied.

(6) “Onex” means Onex Corporation, a corporation organized and existing on the Effective Date under the laws of the Province of Ontario, Canada, and any successor to all or substantially all the assets and business thereof, including any interest owned by Onex in the shares of capital stock of the Corporation.

(7) “Onex Group” means Onex, Onex Partners and any Affiliate of Onex or Onex Partners, each of which shall be considered “a member of the Onex Group” for purposes hereof.

(8) “Onex Partners” means Onex Partners LP, a limited partnership organized and existing on the Effective Date under the laws of the State of Delaware, and any successor to all or substantially all the assets and business thereof, including any interest owned by Onex Partners in shares of capital stock of the Corporation.

2

(9) “Person” means an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization or other entity or a government or any department or agency thereof.

(10) “Transfer” with respect to shares of Common Stock means to sell, assign, donate, contribute, place in trust (including a voting trust), or otherwise voluntarily or involuntarily dispose of, directly or indirectly, such shares, but shall not include the creation of a security interest in or pledge of such shares.

Part C: Powers, Privileges and Rights of the Common Stock. All shares of Common Stock (both shares of Class A Common Stock and shares of Class B Common Stock) will be identical in all respects and will entitle the holders thereof to the same powers, privileges and rights, except as otherwise provided by law or the following provisions of this article or any other provision of the Corporation’s certificate of incorporation from time to time in effect. Without limiting the foregoing provisions of this paragraph, whenever any dividend or distribution (including any distribution upon liquidation, dissolution or winding up of the Corporation or upon the reclassification of shares or a recapitalization of the Corporation) is made on the shares of Class A Common Stock, a like dividend or distribution shall be made on the shares of Class B Common Stock, and, whenever any dividend or distribution is made on the shares of Class B Common Stock, a like dividend or distribution shall be made on the shares of Class A Common Stock; provided, however, that at any time when shares of Class B Common Stock are outstanding no dividend or other distribution shall be payable in shares of Class A Common Stock or Class B Common Stock or securities convertible into, exchangeable for or exercisable to acquire shares of Class A Common Stock or Class B Common Stock (including a distribution pursuant to a stock split or a division of such class of stock or a recapitalization of the Corporation), unless only shares of Class A Common Stock or securities convertible into, exchangeable for or exercisable to acquire shares of Class A Common Stock shall be distributed with respect to any outstanding shares of Class A Common Stock and simultaneously only a like number per share of shares of Class B Common Stock or securities convertible into, exchangeable for or exercisable to acquire shares of Class B Common Stock and otherwise in all material respects having the same powers, privileges and rights as the securities distributed with respect to the shares of Class A Common Stock shall be distributed with respect to any outstanding shares of Class B Common Stock. The Corporation shall not subdivide or combine (by stock split, reverse stock split, recapitalization, merger, consolidation or other transaction) its shares of Class A Common Stock or Class B Common Stock, as the case may be, without in the same manner subdividing or combining its shares of Class B Common Stock or Class A Common Stock, respectively.

Section 1. Mandatory Conversion and Optional Conversion of Shares of Class B Common Stock.

(a) Upon the Transfer of a share of Class B Common Stock to any Person other than a member of the Initial Investor Group, such share of Class B Common Stock so Transferred shall automatically, and without any notice to or action by the Corporation, the holder thereof or any other Person (other than the effectuation of the Transfer), convert into one share of Class A Common Stock. The Corporation shall not register or otherwise give effect to a Transfer of shares of Class B Common Stock referred to in the foregoing sentence without reflecting the conversion of such shares into shares of Class A Common Stock and, as soon as

3

practicable after the Corporation has knowledge of any Transfer of shares of Class B Common Stock as to which conversion of such shares into shares of Class A Common Stock is required, shall effectuate the conversion of such shares. For the purpose of effectuating the conversion of shares of Class B Common Stock into shares of Class A Common Stock in accordance with the provisions of this paragraph, the provisions of paragraph (e) of this section shall apply.

(b) Each holder of Class B Common Stock shall be entitled at any time, in the manner provided by paragraph (d) of this section, to convert all or any portion of such holder’s Class B Common Stock into shares of fully paid and non-assessable Class A Common Stock at the ratio of one share of Class A Common Stock for each share of Class B Common Stock so converted.

(c) The right to convert shares of Class B Common Stock into shares of Class A Common Stock as provided by paragraph (b) of this section shall be exercised by the surrender to the Corporation of the certificate or certificates representing the shares to be converted at any time during normal business hours at the principal executive offices of the Corporation or at the office of the Corporation’s transfer agent (the “Transfer Agent”), accompanied by a written notice of the holder of such shares stating that such holder desires to convert such shares, or a stated number of the shares represented by such certificate or certificates, into shares of Class A Common Stock, as shall be stated in such notice, and, if certificates representing any of the shares to be issued upon such conversion are to be issued in a name other than that of the holder of the share or shares converted, accompanied by an instrument of transfer, in form satisfactory to the Corporation and to the Transfer Agent, duly executed by such holder or such holder’s duly authorized attorney, and the holder shall at such time also make payment or provision for payment of any taxes applicable to such Transfer if required by the following provisions of this subsection. As promptly as practicable following the surrender for conversion of a certificate representing shares to be converted with the notice and in the manner provided in this paragraph, and, in the event the conversion is effected in connection with a Transfer, the payment of any amount required by the provisions of this section to be paid by the holder in connection with such Transfer, the Corporation shall deliver or cause to be delivered at the office of the Transfer Agent a certificate or certificates representing the number of whole shares of Class A Common Stock issuable upon such conversion, issued in such name or names as such holder may have directed. The issuance of certificates for shares upon such a conversion shall be made without charge to the holders of the shares to be converted for any stamp or other similar stock transfer or documentary tax assessed in respect of such issuance; provided, however, that, if any such certificate is to be issued in a name other than that of the holder of the share or shares to be converted, then the person or persons requesting the issuance thereof shall pay to the Corporation the amount of any tax that may be payable in respect of any Transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid or is not payable. Any such conversion of shares shall be considered to have been effected immediately prior to the close of business on the date of the surrender of the certificate or certificates representing the shares to be converted accompanied by the required notice and payment, if any. Upon the date any such conversion is deemed effected, all rights of the holder of the converted shares as such holder shall cease, and the person or persons in whose name or names the certificate or certificates representing the shares to be issued upon conversion of the shares surrendered for conversion shall be treated for all purposes as having become the record holder or holders of the shares of Class A Common Stock issuable upon such conversion; provided, however, that,

4

if any such surrender and payment occurs on any date when the stock transfer books of the Corporation shall be closed, the person or persons in whose name or names the certificate or certificates representing shares are to be so issued shall be deemed the record holder or holders thereof for all purposes immediately prior to the close of business on the next succeeding day on which the stock transfer books are open.

(d) In the event of any conversion effected automatically without notice pursuant to paragraph (a) of this section, until the certificates representing shares which have been converted shall have been surrendered to the Corporation, such certificates shall represent the appropriate number of shares of Class B Common Stock or Class A Common Stock, as the case may be, into which the shares represented by such certificates shall have been converted. Upon surrender by any holder of certificates representing shares which have been automatically converted pursuant to paragraph (a) of this section, the Corporation shall issue to such holder a new certificate or certificates representing the number of shares of Class B Common Stock or Class A Common Stock, as the case may be, into which the shares represented by the surrendered certificates shall have been converted, without charge to the holder, provided that, in the event conversion is effected in connection with a Transfer, all required stamp and transfer taxes required to be paid in connection with such Transfer shall have been paid. Upon conversion of such shares, all rights of the holder of the converted shares as such holder shall cease, and the holder of such converted shares and/or such holder’s transferee(s) shall be treated for all purposes as having become the record holder or holders of the shares of Class A Common Stock or Class B Common Stock, as the case may be, issuable upon such conversion. Any such conversion of shares shall be considered to have been effected immediately prior to the close of business on the date such conversion has been automatically effected, or if such automatic conversion is effected on any date when the stock transfer books of the Corporation shall be closed, such automatic conversion shall be considered to have been effected immediately prior to the close of business on the next succeeding day on which the stock transfer books are open.

(e) No adjustments in respect of dividends declared and payable on Common Stock (of any class), or any other security into which shares of Class B Common Stock or Class A Common Stock shall be convertible, shall be made upon the conversion of shares of Class B Common Stock or Class A Common Stock as provided in this section; provided, however, that, if a share of Common Stock shall be converted subsequent to the record date for the payment of a dividend or other distribution on the shares or other security into which such share is convertible but prior to such payment, then the registered holder of such share at the close of business on such record date shall be entitled to receive the dividend or other distribution payable on such share on such date notwithstanding the conversion thereof or any default in payment of the dividend or distribution due before the conversion.

(f) In the event of a reclassification of the Class A Common Stock or the Class B Common Stock, or a recapitalization of the Corporation or similar transaction, as a result of which the shares of Class A Common Stock or Class B Common Stock are converted into or exchanged for another security, then a holder of Class B Common Stock or Class A Common Stock, as the case may be, shall be entitled to receive upon conversion of such holder’s shares where permitted in accordance with the foregoing provisions of this section the amount per share of such other security that such holder would have received if such holder had converted any or all of such holder’s shares of Class B Common Stock into Class A

5

Common Stock, or all of such holder’s shares of Class A Common Stock into Class B Common Stock, as the case may be, immediately prior to the record date of such reclassification, recapitalization or similar transaction.

(g) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock (or any other security of the Corporation into which the Class B Common Stock becomes convertible), solely for the purpose of issuance upon conversion of the outstanding shares of Class B Common Stock, such number of shares of Class A Common Stock (or any other security of the Corporation into which the Class B Common Stock becomes convertible) that shall be issuable upon the conversion of all outstanding shares of Class B Common Stock.

(h) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class B Common Stock (or any other security of the Corporation for which the LP Exchangeable Units become exchangeable), solely for the purpose of issuance upon the exchange of the outstanding LP Exchangeable Units, such number of shares of Class B Common Stock (or any other security of the Corporation for which the LP Exchangeable Units become exchangeable) that shall be issuable upon the exchange of all outstanding LP Exchangeable Units.

(i) Shares of Class B Common Stock that are converted into shares of Class A Common Stock (or another security) as provided herein shall continue as authorized but unissued shares of Class B Common Stock and shall be available for reissue by the Corporation; provided, however, that no shares of Class B Common Stock shall be re-issued at any time when no shares of Class B Common Stock or LP Exchangeable Units are outstanding. Shares of Class A Common Stock that are converted into shares of Class B Common Stock as provided herein shall continue as authorized but unissued shares of Class A Common Stock and shall be available for reissue by the Corporation.

Section 2. Voting Powers. Except as otherwise provided by law, by the following provisions of this section or by Part D or E of this article or by any other provision of the Corporation’s certificate of incorporation from time to time in effect, the holders of shares of Common Stock and the share of Class B Special Voting Stock shall have the sole power to vote on all matters on which stockholders of the Corporation may vote (or to consent in lieu of a vote at a meeting) and on all matters on which the holders of Common Stock and the Class B Special Voting Stock shall be entitled to vote (or consent in lieu of a vote at a meeting), the holders of shares of Class A Common Stock, the holders of shares of Class B Common Stock and the holder of the Class B Special Voting Stock shall vote together as though holders of a single class of capital stock (or, if any holders of any other class or series of capital stock of the Corporation are entitled to vote together with the holders of Common Stock of any class, as though a single class with the holders of such other class or series as well as the holders of Common Stock) and shall have on each such matter the voting powers provided by the following provisions of this section.

(a) Holders of Class A Common Stock shall have one vote per share on all matters on which holders of Common Stock are entitled to vote.

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(b) Holders of Class B Common Stock shall have ten votes per share on all matters on which holders of Common Stock are entitled to vote until such time as the Minimum Hold Condition is not satisfied and shall thereafter have one vote per share.

(c) The holder of the share of Class B Special Voting Stock shall be entitled to vote on all matters submitted to a vote of the holders of Class B Common Stock (whether at an annual or special meeting or by written consent), voting together with the holders of Class B Common Stock as a single class (except as otherwise provided herein or required by applicable law). The holder of the share of Class B Special Voting Stock shall be entitled to cast on any such matter a number of votes equal to that number of votes which would attach to the Class B Common Stock receivable upon the exchange of the LP exchangeable units representing limited partnership interests in Emergency Medical Services L.P. (“LP Exchangeable Units”) outstanding on the record date established by the Company or by applicable law for such annual or special meeting or written consent of stockholders, as the case may be (other than LP Exchangeable Units owned by the Corporation or its Subsidiaries). In the case only of a vote of Class B Common Stock, voting separately as a class, the holder of the Class B Special Voting Stock shall be entitled to cast and exercise on such class vote that number of votes comprised in the voting rights which is equal to the number of LP Exchangeable Units outstanding on the record date established by the Company or by applicable law for such annual or special meeting or written consent of stockholders, as the case may be (other than those owned by the Corporation or its Subsidiaries).

If, notwithstanding the provisions of this paragraph (c) and paragraph (d) of this section, the holders of the Class B Common Stock shall be entitled by law to vote as a separate class on any matter without the holder of the Class B Special Voting Stock, then, in addition to any other vote of stockholders that may be required, the holder of the Class B Special Voting Stock shall be entitled to vote as a separate class on such matter.

(d) In addition to any other voting right or power to which the holders of Class B Common Stock shall be entitled by law or other provisions of the certificate of incorporation of the Corporation from time to time in effect, holders of Class B Common Stock, together with the holder of the Class B Special Voting Stock, shall be entitled to vote as a separate class, in addition to any other vote of stockholders that may be required, on approval of (i) any alteration, repeal or amendment of the certificate of incorporation of the Corporation which would adversely affect the powers, preferences or rights of the holders of Class B Common Stock or the holder of the Class B Special Voting Stock, and (ii) any merger or consolidation of the Corporation with any other entity if, as a result, shares of Class B Common Stock would be converted into or exchanged for, or receive, any consideration that differs from that applicable to the shares of Class A Common Stock as a result of such merger or consolidation, other than a difference limited to preserving the relative voting power of the holders of Class A Common Stock and Class B Common Stock. In respect of any matter as to which the holders of the Class B Common Stock shall be entitled to a class vote in accordance with this section, holders shall have one vote per share and the affirmative vote of the holders of a majority of the shares of Class B Common Stock shall be required for approval.

(d) In addition to any other voting right or power to which the holders of Class A Common Stock shall be entitled by law or other provisions of the certificate of incorporation of the Corporation from time to time in effect, holders of Class A Common Stock

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shall be entitled to vote as a separate class, in addition to any other vote of stockholders that may be required, on approval of (i) any alteration, repeal or amendment of the certificate of incorporation of the Corporation which would adversely affect the powers, preferences or rights of the holders of Class A Common Stock, and (ii) any merger or consolidation of the Corporation with any other entity if, as a result, shares of Class B Common Stock would be converted into or exchanged for, or receive, any consideration that differs from that applicable to the shares of Class A Common Stock as a result of such merger or consolidation, other than a difference limited to preserving the relative voting power of the holders of Class A Common Stock and Class B Common Stock. In respect of any matter as to which the holders of the Class A Common Stock shall be entitled to a class vote in accordance with this section, holders shall have one vote per share and the affirmative vote of the holders of a majority of the shares of Class A Common Stock shall be required for approval.

Part D: Powers, Privileges and Rights of Class B Special Voting Stock. The share of Class B Special Voting Stock will entitle the holder thereof to the powers, privileges and rights provided by law, by the provisions of Part C of this article or any other provision of the Corporation’s certificate of incorporation from time to time in effect.

The holder of the share of Class B Special Voting Stock will not be entitled to receive any dividend or distribution (including any distribution upon liquidation, dissolution or winding up of the Corporation or upon the reclassification of shares or a recapitalization of the Corporation) made on the shares of Common Stock and, whenever any dividend or distribution is made on the shares of Common Stock, no like dividend or distribution shall be made on the share of Class B Special Voting Stock. Upon the liquidation, dissolution or winding up of the Corporation, the holder of the Class B Special Voting Stock shall be entitled, prior and in preference to any distribution to holders of Common Stock, to receive the sum of $0.01.

Part E: Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series, each such series having such powers, preferences and rights, and the qualifications, limitations or restrictions thereof, as are stated and expressed in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Authority is hereby granted to the Board of Directors of the Corporation to issue from time to time shares of the Preferred Stock in one or more series, each such series to include such number of shares and to have such powers, preferences and rights as are stated and expressed in a resolution or resolutions adopted by the Board of Directors of the Corporation and filed as required by the DGCL before such issuance and determining and fixing such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights of such series of Preferred Stock, and the qualifications, limitations or restrictions thereof (including, without limitation, dividend rights, special voting rights or powers, conversion rights, redemption privileges and liquidation preferences), as shall in the discretion of the Board of Directors of the Corporation be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the DGCL. Any shares of Preferred Stock which may be redeemed, repurchased or otherwise acquired by the Corporation may be reissued except as otherwise provided by law.

Part F: Uncertificated Shares. Any or all classes and series of stock of the Corporation, or any part thereof, may be represented by uncertificated stock to the extent

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permitted by the DGCL. The rights and obligations of the holders of stock represented by certificates and the rights and obligations of the holders of uncertificated stock of the same class and series shall be identical.

ARTICLE SIXTH: By-Laws. The Board of Directors shall have the power to make, alter or repeal the By-Laws of the Corporation.

ARTICLE SEVENTH: Election and Term of Directors. Effective immediately upon the Effective Date (as defined in Article Twelfth), the Board of Directors shall be divided into three classes, Class I, Class II and Class III. The number of directors in each class shall be the whole number contained in the quotient arrived at by dividing the authorized number of directors by three, and if a fraction is also contained in such quotient, then if such fraction is one-third, the extra director shall be a member of a class designated by the Board of Directors and if the fraction is two-thirds, each extra director shall be a member of a different class, as designated by the Board of Directors. Except as otherwise provided herein, each director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected; provided, however, that the directors first elected to Class I shall serve for a term ending on the date of the annual meeting next following the end of the calendar year 2005, the directors first elected to Class II shall serve for a term ending on the date of the annual meeting next following the end of the calendar year 2006, and the directors first elected to Class III shall serve for a term ending on the date of the annual meeting next following the end of the calendar year 2007. Notwithstanding the foregoing formula provisions, in the event that, as a result of any change in the authorized number of directors, the number of directors in any class would differ from the number allocated to that class under the formula provided in this Article Seventh immediately prior to such change, the following rules shall govern:

(a) Each director then serving as such shall nevertheless continue as a director of the class of which such director is a member until the expiration of his current term, or his prior death, resignation or removal.

(b) At each subsequent election of directors, even if the number of directors in the class whose term of office then expires is less than the number then allocated to that class under said formula, the number of directors then elected for membership in that class shall not be greater than the number of directors in that class whose term of office then expires, unless and to the extent that the aggregate number of directors then elected plus the number of directors in all classes then duly continuing in office does not exceed the then authorized number of directors of the Corporation.

(c) At each subsequent election of directors, if the number of directors in the class whose term of office then expires exceeds the number then allocated to that class under said formula, the Board of Directors shall designate one or more of the directorships then being elected as directors of another class or classes in which the number of directors then serving is less than the number then allocated to such other class or classes under said formula.

(d) In the event of the death, resignation or removal of any director who is a member of a class in which the number of directors serving immediately preceding the creation of such vacancy exceeded the number then allocated to that class under said formula, the

9

Board of Directors shall designate the vacancy thus created as a vacancy in another class in which the number of directors then serving is less than the number then allocated to such other class under said formula.

(e) In the event of any increase in the authorized number of directors, the newly created directorships resulting from such increase shall be apportioned by the Board of Directors to such class or classes as shall, so far as possible, bring the composition of each of the classes into conformity with the formula in this Article Seventh, as it applies to the number of directors authorized immediately following such increase.

(f) Designation of directorships or vacancies into other classes and apportionments of newly created directorships to classes by the Board of Directors under the foregoing paragraphs (c), (d) and (e) shall, so far as possible, be effected so that the class whose term of office is due to expire next following such designation or apportionment shall contain the full number of directors then allocated to said class under said formula.

(g) If and for so long as the holders of any class or series of Preferred Stock, voting as a class, shall be entitled to elect a specified number of directors (including any period after shares of Preferred Stock have been converted into shares of Common Stock, if and for so long as the Corporation is contractually obligated to maintain such additional directorship(s)), then and during such period as such right or obligation continues the then otherwise authorized number of directors shall be increased by such specified number of director(s), and each such additional director shall serve for such term as shall be stated in the provisions pertaining to such class or series of Preferred Stock. At the end of such period, the term of any such additional director shall expire.

Notwithstanding any of the foregoing provisions of this Article Seventh:

(i) except as provided in clause (g) above, each director shall serve until his successor is elected and qualified or until his death, resignation or removal; and

(ii) so long as the Minimum Hold Condition is satisfied, any director or the entire Board of Directors may be removed, with or without cause, by the holders of Class A Common Stock, Class B Common Stock and Class B Special Voting Stock, voting together as a single class.

The election of directors need not be by written ballot unless the By-Laws of the Corporation shall otherwise provide.

ARTICLE EIGHTH: Indemnification. The Corporation shall indemnify to the fullest extent permitted by Section 145 of the DGCL, each person who is or was a director of the Corporation and the heirs, executors and administrators of such directors; and the Corporation may, in its sole discretion, indemnify such other persons that such Section grants the Corporation the power to indemnify.

ARTICLE NINTH: Liability. No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director for any act or omission occurring subsequent to the date when this provision becomes effective, except that

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he or she may be liable (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the director derived an improper personal benefit.

ARTICLE TENTH: Certain Business Transactions. Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

ARTICLE ELEVENTH: DGCL Section 203. The Corporation elects not to be governed by Section 203 of the DGCL.

ARTICLE TWELFTH: Effective Date. This Certificate of Incorporation shall become effective, in accordance with the DGCL, upon filing with the office of the Secretary of State of the State of Delaware (the date of such effectiveness, the “Effective Date”).

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Corporation, has duly executed this Amended and Restated Certificate of Incorporation on this 15th day of December, 2005.

By:	/s/ Todd G. Zimmerman
	Name:	Todd G. Zimmerman
	Title:	Executive Vice President and Secretary

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BY-LAWS

of

EMERGENCY MEDICAL SERVICES CORPORATION

(a Delaware corporation)

Adopted on December 13, 2005

Table of Contents

ARTICLE I Certain Definitions; Offices; Notices to the Corporation		1
Section 1.	Certain Definitions	1
Section 2.	Offices; Notices to the Corporation	3
ARTICLE II Meetings of Stockholders		3
Section 1.	Annual Meetings of Stockholders	3
Section 2.	Special Meetings of Stockholders	3
Section 3.	Place and Notice of Meetings of Stockholders	3
Section 4.	Nominations by Stockholders of Candidates for Election as Directors	4
Section 5.	Advance Notice of Other Matters to be Presented by Stockholders	4
Section 6.	Quorum for Stockholder Meetings	5
Section 7.	Votes Per Share	5
Section 8.	Proxies	5
Section 9.	Required Votes for Stockholder Action	6
Section 10.	Ballots; Judges of Election	6
Section 11.	Action Without a Meeting	6
ARTICLE III The Board of Directors		6
Section 1.	Authority of the Board of Directors	6
Section 2.	Number of Directors and Selection Thereof	6
Section 3.	Nomination of Directors	7
Section 4.	Vacancies	7
Section 5.	Annual Organizational Meeting of the Board	7
Section 6.	Other Meetings of the Board	7
Section 7.	Quorum	8
Section 8.	Telephonic Participation	8
Section 9.	Chairman and Vice Chairman of the Board	8
Section 10.	Lead Director	8
Section 11.	Committees of the Board	9
Section 12.	Director Compensation	9
ARTICLE IV Officers		9
Section 1.	Officers Generally	9
Section 2.	Chief Executive Officer	10
Section 3.	President	10
Section 4.	Vice Presidents	10
Section 5.	Chief Financial Officer	10
Section 6.	Treasurer	10
Section 7.	General Counsel	11
Section 8.	Secretary	11
Section 9.	Assistant Treasurers; Assistant Secretaries	11
ARTICLE V Indemnification of Directors, Officers, Employees and Agents		11
ARTICLE VI Seal		11
ARTICLE VII Share Certificates and Transfers		11
Section 1.	Form of Share Certificates	11
Section 2.	Transfers of Record	12
Section 3.	Record Dates	12
ARTICLE VIII Fiscal Year		12
ARTICLE IX Other Special Approval Requirements		12
ARTICLE X Amendments		12
ARTICLE XI Effective Time		13

-i-

AMENDED AND RESTATED

BY-LAWS

of

EMERGENCY MEDICAL SERVICES CORPORATION

(a Delaware corporation)

Adopted as of December 13, 2005

ARTICLE I

Certain Definitions; Offices; Notices to the Corporation

Section 1. Certain Definitions. Unless the context otherwise requires, the following terms when used herein shall have the following meanings:

(a) “Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on December 15, 2005, of the Corporation, as it may from time to time be amended and in effect in accordance with law, and shall include any certificate of designations determining the designation, voting rights, preferences, limitations and special rights of any shares of the Corporation which have been adopted by the Board as permitted by the certificate of incorporation and the law, as then in effect.

(b) “Beneficial Ownership” has the same meaning as provided by Regulation 13D-G under the Exchange Act, as from time to time in effect (and any successor regulation).

(c) “Board” means the Board of Directors of the Corporation as constituted in accordance with the Certificate of Incorporation and Article III of the By-laws.

(d) “Business Day” means any day other than a Saturday, a Sunday, or any day on which banking institutions in New York, New York are required or authorized to close by law or executive order.

(e) “By-laws” means these By-laws, dated as of December 13, 2005, as the same may from time to time be amended and in effect in accordance with law. References in the By-laws to “herein,” “hereof” or “hereto,” or any like reference, shall refer to the By-laws (as amended and in effect from time to time) as a whole and not to any specific article, section, subsection, paragraph, sentence or clause of the By-laws unless explicitly provided.

(f) “Class A Common Stock” means the Class A Common Stock of the Corporation, as designated in the Certificate of Incorporation.

(g) “Class B Common Stock” means the Class B Common Stock of the Corporation, as designated in the Certificate of Incorporation.

(h) “Class B Special Voting Stock” means the Class B Special Voting Stock, as designated in the Certificate of Incorporation.

(i) “Common Stock” means all common stock of the Corporation, consisting of the Class A Common Stock and the Class B Common Stock.

(j) “Corporation” means Emergency Medical Services Corporation, the Delaware corporation incorporated by the filing of a certificate of incorporation with the Secretary of State of the State of Delaware on November 1, 2005.

(k) “Effective Time” means the effective time of these By-laws as provided by Article XI hereof.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended and as the same may be amended from time to time (and any successor statute).

(m) “Independent Director” means a director who meets the criteria of independence established by the standards for the listing of the Class A Common Stock of the Corporation on the NYSE in order for such director to be treated as independent under such listing standards; provided, however, that, for purposes of Article IX hereof, a director shall not be considered to be independent unless he or she, in addition to satisfying the foregoing requirements, has, directly or indirectly, no personal or financial interest, material to such director, in the transaction or category of transaction he or she is to review and vote on.

(n) “LP Exchangeable Units” means the units representing limited partnership interests in Emergency Medical Services L.P. designated as “LP Exchangeable Units” and exchangeable for Class B Common Stock.

(o) “Minimum Hold Condition” means, at any time, the state of affairs where the number of outstanding shares of Class B Common Stock plus the number of outstanding LP Exchangeable Units (other than those LP Exchangeable Units owned by the Corporation or its Subsidiaries) is at least 10% of the aggregate number of shares of Common Stock and LP Exchangeable Units then outstanding (other than those LP Exchangeable Units owned by the Corporation or its Subsidiaries). The Minimum Hold Condition is not satisfied if, at any time, the foregoing requirement is not satisfied.

(p) “Non-Management Director” means a director who is not then serving as an executive officer of the Corporation or any Subsidiary.

(q) “NYSE” means the New York Stock Exchange.

(r) “Subsidiary” means any company controlled, directly or indirectly, by the Corporation. Unless otherwise determined by the Board, the Corporation shall be considered to control any company of which it, directly or through one of more Subsidiaries, owns a majority of the securities entitled to vote in the election of the directors thereof (or persons performing similar functions) or securities entitled to elect a majority of the directors thereof (or persons performing similar functions) and any partnership of which it owns, directly or through one or more Subsidiaries, a general partner interest and any limited liability company of which it owns, directly or through one or more Subsidiaries, a managing member interest, and the Corporation shall not be considered to control a company in which it does not own, directly or through one or more Subsidiaries, such an interest.

(s) “Whole Board” means all directors of the Corporation then in office, whether or not present at a meeting of the Board, but disregarding vacancies.

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Section 2. Offices; Notices to the Corporation. The registered office of the Corporation is in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may have its principal office and other offices at such other places both within and without the State of Delaware as the Board may from time to time determine or the business of the Corporation may require, and with the initial location of such principal office of the Corporation to be located in Greenwood Village, Colorado. All notices to the Corporation required or permitted by the By-laws may be addressed to the principal office of the Corporation and shall be marked to the attention of the Secretary unless otherwise provided herein.

ARTICLE II

Meetings of Stockholders

Section 1. Annual Meetings of Stockholders. An annual meeting of stockholders shall be held in each year on such date and at such time as may be set by the Board (or by an officer of the Corporation authorized to do so by the Board) for the purpose of electing directors and the transaction of such other business as may properly come before the meeting.

Section 2. Special Meetings of Stockholders. Special meetings of the stockholders may be called at any time by the Board (or by an officer of the Corporation authorized to do so by the Board), the Chief Executive Officer or the Secretary. A special meeting of stockholders may also be called by the holders having a majority of the voting power of all of the outstanding Common Stock and Class B Special Voting Stock.

At any time, upon written request of any person or persons entitled to call and who have duly called a special meeting, it shall be the duty of the Secretary to set the date of the meeting, if such date has not been set by the Board, on a day not more than 60 days after the receipt of the request, and to give due notice of such meeting to the stockholders. If the Secretary shall neglect or refuse to set the date of the meeting and give notice thereof, the person or persons calling the meeting may do so.

Section 3. Place and Notice of Meetings of Stockholders. All meetings of stockholders shall be held at the principal office of the Corporation unless the Board (or an officer of the Corporation authorized to do so by the Board) shall decide otherwise, in which case such meetings may be held at such location within or without the State of Delaware as the Board may from time to time direct. Written notice of the place, day and hour of all meetings of stockholders and, in the case of a special meeting, of the general nature of the business to be transacted at the meeting, shall be given to each stockholder of record entitled to vote at the particular meeting either personally or by sending a copy of the notice through the mail or by overnight courier to the address of the stockholder appearing on the books of the Corporation or supplied by him to the Corporation for the purpose of notice or by any other means, including electronic means, permitted by law. Except as otherwise provided by the By-laws or by law, such notice shall be given at least 10 days before the date of the meeting by the Chief Executive Officer, President or Secretary. A waiver in writing of any written notice required to be given, signed by the person entitled to such notice, whether before or after the time stated, shall be deemed equivalent to the giving of such notice. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

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Section 4. Nominations by Stockholders of Candidates for Election as Directors. In addition to the nomination by the Board of candidates for election to the Board as hereinafter provided, candidates may be nominated by any stockholder of the Corporation entitled to notice of, and to vote at, any meeting called for the election of directors. Subject to the last sentence of this section, nominations, other than those made by or on behalf of the Board, shall be made in writing and shall be received by the Secretary of the Corporation not later than (a) with respect to an election of directors to be held at an annual meeting of stockholders, 120 days prior to the anniversary date of the immediately preceding annual meeting, provided that, if the date of the annual meeting is more than 30 days before or after the anniversary date of the immediately preceding annual meeting, the stockholder nomination shall be received within 15 days after the public announcement by the Corporation of the date of the annual meeting, and (b), with respect to an election of directors to be held at a special meeting of stockholders, the close of business on the 15th day following the date on which notice of such meeting is first given to stockholders or public disclosure of the meeting is made, whichever is earlier. Such nomination shall contain the following information to the extent known to the notifying stockholder: (i) the name, age, business address and residence address of each proposed nominee and of the notifying stockholder; (ii) the principal occupation of each proposed nominee; (iii) a representation that the notifying stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iv) the class and total number of shares of capital stock and other securities of the Corporation that are Beneficially Owned by the notifying stockholder and by the proposed nominee and, if such securities are not owned solely and directly by the notifying stockholder or the proposed nominee, the manner of Beneficial Ownership; (v) a description of all arrangements or understandings between the notifying stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the notifying stockholder; (vi) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Exchange Act had the nominee been nominated, or intended to be nominated, by the Board; and (vii) the consent of each nominee to serve as a director of the Corporation if so elected. The Corporation may request any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the qualifications of the proposed nominee to serve as a director of the Corporation. Within 15 days following the receipt by the Secretary of a stockholder notice of nomination pursuant hereto, the Corporate Governance and Nominating Committee shall instruct the Secretary of the Corporation to advise the notifying stockholder of any deficiencies in the notice as determined by the Board. The notifying stockholder shall cure such deficiencies within 15 days of receipt of such notice. No persons shall be eligible for election as a director of the Corporation unless nominated in accordance with the By-laws. Nominations not made in accordance herewith may, in the discretion of the presiding officer at the meeting and with the advice of the Corporate Governance and Nominating Committee, be disregarded by the presiding officer and, upon his or her instructions, all votes cast for each such nominee may be disregarded. The determinations of the presiding officer at the meeting shall be conclusive and binding upon all stockholders of the Corporation for all purposes. So long as the Minimum Hold Condition is satisfied, the provisions of this section shall not apply to the nomination by any holder(s) of Class B Common Stock or Class B Special Voting Stock of any candidate for election as director; any such nominations shall be governed by clause (a) or (b) of Section 5 of this Article II.

Section 5. Advance Notice of Other Matters to be Presented by Stockholders. At any annual meeting or special meeting of stockholders, only such business as is properly brought before the meeting in accordance with this paragraph may be transacted.

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To be properly brought before any meeting, any proposed business must be either (a) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Board or, so long as the Minimum Hold Condition is satisfied, by any holder(s) of Class B Common Stock or Class B Special Voting Stock, (b) otherwise properly brought before the meeting by or at the direction of the Board or, so long as the Minimum Hold Condition is satisfied, by any holder(s) of Class B Common Stock or Class B Special Voting Stock, or (c) if brought before the meeting by a stockholder other than a holder of Class B Common Stock or Class B Special Voting Stock, then (1) written notification of such proposed business (a “Stockholder Notification”) must have been received by the Secretary of the Corporation from a stockholder of record on the record date for the determination of stockholders entitled to vote at such meeting not later than (i), with respect to business to be proposed at an annual meeting of stockholders, 120 days prior to the anniversary date of the immediately preceding annual meeting (provided, that if the date of the annual meeting is more than 30 days before or after the anniversary date of the immediately preceding annual meeting, the Stockholder Notification must have been received within 15 days after the public announcement by the Corporation of the date of the annual meeting) and (ii) with respect to business to be proposed at a special meeting of stockholders, the close of business on the 15th day following the date on which notice of such meeting is first given to stockholders or public disclosure of the meeting is made, whichever is earlier. Such Stockholder Notification shall set forth the nature of and reasons for the proposal in reasonable detail and, as to the stockholder giving notification, (A) the name and address of such stockholder and (B) the class and series of all shares of the Corporation that are owned beneficially by such stockholder.

Within 15 days following receipt by the Secretary of a Stockholder Notification pursuant hereto, the Corporation shall advise the stockholder of any deficiencies in the Stockholder Notification. The notifying stockholder may cure such deficiencies within 15 days after receipt of such advice, failing which the Stockholder Notification shall be deemed invalid.

Section 6. Quorum for Stockholder Meetings. At any meeting of the stockholders, the presence, in person or by proxy, of stockholders entitled to cast at least a majority of the votes which all stockholders are entitled to vote upon a matter shall constitute a quorum for the transaction of business upon such matter, and the stockholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by law, adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors.

Section 7. Votes Per Share. Except as otherwise provided in the Certificate of Incorporation (including in respect of the voting rights of shares of the Class B Common Stock and the share of Class B Special Voting Stock), every stockholder of record shall have, at every stockholders’ meeting, one vote for every share standing in his or her name on the books of the Corporation.

Section 8. Proxies. Every stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him by proxy. A proxy may be submitted to the Secretary by a stockholder in writing, by telephone, electronically or any other means permitted by law.

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Section 9. Required Votes for Stockholder Action. Except in respect of the election of directors (as to which a plurality of the votes of the shares entitled to vote on the election of a director and voted in favor thereof shall be required), all questions submitted to the stockholders and all actions by the stockholders shall be decided by the affirmative vote of the stockholders present, in person or by proxy, entitled to cast at least a majority of the votes which all stockholders present are entitled to vote on the matter, unless otherwise provided by the Certificate of Incorporation, the By-laws or by law. For purposes of this section, in the event that a holder of shares of a class or series which are entitled to vote on a matter is present in person or by proxy at a meeting but is not permitted by reason of a legal disability or by a contractual restriction or otherwise to vote the shares such holder holds on such matter, the shares held by such holder and not so permitted to be voted shall nevertheless be considered entitled to vote and present for purposes of determining the number of votes required for stockholder action.

Section 10. Ballots; Judges of Election. Elections for directors need not be by ballot but the Board of Directors or the presiding officer at a meeting of stockholders may direct the use of ballots for voting at the meeting. In advance of any meeting of stockholders, the Board may appoint judges of election who need not be stockholders to act at such meeting or any adjournment thereof, and if such appointment is not made, the presiding officer of any such meeting may, and on request of any stockholder or his proxy shall, make such appointment at the meeting. The number of judges shall be one or three and, if appointed at a meeting on request of one or more stockholders or their proxies, the majority of the shares present and entitled to vote shall determine whether one or three judges are to be appointed. No person who is a candidate for office shall act as a judge. In case any person appointed as judge fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Board in advance of the convening of the meeting or at the meeting by the person or officer presiding at the meeting. On request of the presiding officer of the meeting or of any stockholder or his proxy, the judges shall make a report in writing of any challenge or question or matter determined by them and execute a certificate of any fact found by them.

Section 11. Action Without a Meeting. To the fullest extent and in the manner permitted by law, any action required or permitted to be taken at a meeting of the stockholders or of a class or series of stockholders may be taken without a meeting of the stockholders or of such class or series of stockholders upon the consent in writing signed by such stockholders who would have been entitled to vote the minimum number of votes that would be necessary to authorize the action at a meeting at which all the stockholders entitled to vote thereon were present and voting. The consents shall be filed with the Secretary.

ARTICLE III

The Board of Directors

Section 1. Authority of the Board of Directors. Except as otherwise provided by law and subject to the provisions of the Certificate of Incorporation and the By-laws, all powers vested by law in the Corporation may be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, a Board that shall be constituted as provided by law, the Certificate of Incorporation and the By-laws.

Section 2. Number of Directors and Selection Thereof. The Board shall consist of three or more members, the exact number of members to be determined from time to time by resolution adopted by the affirmative vote of a majority of the Whole Board, plus any members who may be elected exclusively by the holders of one or more series of Preferred

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Stock of the Corporation, as provided by the resolution or resolutions adopted by the Board of Directors and setting the powers, preferences and rights of a series of Preferred Stock of the Corporation; provided, that no reduction in the number of members shall end the term of office of any director earlier than such term of office would otherwise end. Directors shall be selected as provided by law, the Certificate of Incorporation and the By-laws (including section 4 of this article III).

At the time set forth in the Certificate of Incorporation, the Board shall be divided into three classes to be designated as Class I, Class II and Class III. The number of directorships shall be apportioned among the classes so as to maintain the classes as nearly equal in number as possible. The Board, by resolution, shall designate the class in which each of the directors then in office shall serve upon such classification. The terms of office of the classes of directors so designated by the Board shall expire at the times of the annual meetings of the stockholders as follows: Class I on the first annual meeting of stockholders following the Effective Time, Class II on the second annual meeting following the Effective Time and Class III on the third annual meeting following the Effective Time, or thereafter in each case when their respective successors are elected and qualified. The directors chosen to succeed those whose terms are expiring at such annual meetings and thereafter shall be identified as being of the same class as the directors whom they succeed, and shall be elected for a term ending at the time of the third succeeding annual meeting of stockholders following their election, or thereafter in each case when their respective successors are elected and qualified.

Section 3. Nomination of Directors. Only persons who are nominated in accordance with the provisions set forth in these By-laws shall be eligible to be elected as directors at an annual or special meeting of stockholders. Nomination for election to the Board shall be made by the Board of Directors or Corporate Governance and the Nominating Committee of the Board. Nomination for election of any person to the Board may also be made by a stockholder as provided in Sections 4 and 5 of Article II.

Section 4. Vacancies . Vacancies on the Board (including any vacancy created by an increase in the size of the Board) may be filled by the affirmative vote of a majority of directors then in office or by a remaining sole director. If there are no directors in office, then an election of directors may be held in the manner provided by statute by a plurality of the votes cast by the holders of shares of capital stock entitled to vote at a special meeting of stockholders called for that purpose.

Section 5. Annual Organizational Meeting of the Board. The Board shall hold an annual organizational meeting immediately following the annual meeting of the stockholders at the place thereof, without notice in addition to the notice of the annual meeting of stockholders, or at such other time as soon as practicable after such meeting as the Board shall determine and shall at the annual organizational meeting elect a Chief Executive Officer, a President, a Secretary and a Treasurer of the Corporation and such other officers of the Corporation as shall be provided by the By-laws or determined by the Board to be appropriate, shall establish the standing committees of the Board provided by the By-laws and may take such other action as the Board determines to be appropriate. Officers of the Corporation and standing and other committees of the Board may also be elected at any other time by the Board.

Section 6. Other Meetings of the Board. All meetings of the Board, other than the annual organizational meeting, shall be held at the principal office of the Corporation unless the Board (or the person or persons entitled to call and calling the meeting) shall decide otherwise, in which case such meetings may be held at such location within or without the State

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of Delaware as the Board (or the person or persons entitled to call and calling the meeting) may from time to time direct. Regular meetings of the Board shall be held at such time (and place) in accordance with such schedule as the Board shall have determined in advance and no further notice of regular meetings of the Board shall be required. The Non-Management Directors may meet in their discretion without any member of management present to consider the overall performance of management and the performance of the role of the Non-Management Directors in the governance of the Corporation; such meetings may be held in connection with a regularly scheduled meeting of the Board or as the Non-Management Directors shall otherwise determine. The Independent Directors shall meet without any other director from time to time as they determine is appropriate. Special meetings of the Board may be called by the Lead Director (if any), the Chairman of the Board (if any), a Vice Chairman of the Board, (if any) the President or by any two or more directors by giving written notice at least two Business Days in advance of the day and hour of the meeting to each director (unless it is determined by the President, the Chairman of the Board (if any) or the Lead Director (if any) to be necessary to meet earlier, in which case no less than 24 hours written notice shall be given), either personally or by facsimile, or other means including electronic means permitted by law. Attendance at any meeting of the Board shall be a waiver of notice thereof, unless such lack of notice is protested at the outset of the meeting. If all the members of the Board are present at any meeting, no notice of the meeting shall be required.

Section 7. Quorum. A majority of the whole number of the directors then in office and entitled to vote on a particular matter shall constitute a quorum for the transaction of business with respect to such matter, but if at any meeting a quorum shall not be present, the meeting may adjourn from time to time until a quorum shall be present.

Section 8. Telephonic Participation. Directors may participate in a meeting of the Board or a committee thereof by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Section 9. Chairman and Vice Chairman of the Board. The Board may, by resolution adopted by a majority of the Whole Board, at any time designate one of its members as Chairman of the Board. The Chairman of the Board shall preside at the meetings of the Board, shall be responsible for the orderly conduct by the Board of its oversight of the business and affairs of the Corporation and its other duties as provided by law, the Certificate of Incorporation and the By-laws and shall have such other authority and responsibility as the Board may designate. The Board may, by resolution adopted by a majority of the Whole Board, at any time also designate one or more of its members as Vice Chairman of the Board. A Vice Chairman of the Board shall assist the Chairman of the Board in the conduct of his duties, including by presiding at meetings of the Board in the absence of the Chairman of the Board, and shall have such other authority and responsibility as the Board may designate. A Chairman or Vice Chairman of the Board shall not be considered an officer of the Corporation unless otherwise provided by the Board.

Section 10. Lead Director. The directors may, by resolution adopted by a majority of the Non-Management Directors, at any time designate one Non-Management Director as Lead Director of the Board. The Lead Director shall chair executive sessions of the Non-Management Directors. In his or her absence, another director selected by a majority of the Non-Management Directors present at the meeting shall chair the executive session. The Lead Director shall, in the absence of a Chairman or a Vice Chairman of the Board (if any), preside at all meetings of the Board. The Lead Director shall meet regularly with the Chairman of the Board and Chief Executive Officer of the Corporation regarding major corporate strategies and policies.

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Section 11. Committees of the Board. The Board may, by resolution adopted by a majority of the Whole Board, at any time designate one or more committees, each committee to consist of one or more of the directors of the Corporation, except as otherwise provided by the By-laws. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in such resolution, shall have and may exercise any or all of the authority and responsibility of the Board in the management of the business and affairs of the Corporation, except as otherwise provided by law, the Certificate of Incorporation or the By-laws. Except as otherwise provided by the Certificate of Incorporation, the By-laws or action of the Board, a quorum for action by a committee shall be a majority of the members (assuming no vacancy) and action by vote of a majority of the members at a meeting duly called at which a quorum is present shall constitute action by the committee. Each committee shall keep a record of its actions and all material actions taken by a committee on behalf of the Board shall be reported to the full Board periodically. In all other respects, the Board may, by resolution adopted by a majority of the Whole Board, establish rules of procedure for a committee, including designating a member of a committee as its chair. In the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to this Article III. In the absence of the designation by the Board of the chairman of a committee or the adoption by the Board of rules of procedure for a committee, the committee may adopt its own rules of procedure and elect its chair. In the event any or all of the members of any committee are required to be independent under any then applicable listing standards to which the Company is subject or any other legal requirement, for the performance of some, but not all, of the duties of such committee, the Board may establish a separate committee for the performance of only those duties the performance of which requires such independent directors.

The Board shall approve a charter describing the purposes, functions and responsibilities of each standing committee of the Board. Each standing committee of the Board shall prepare and recommend to the Board for its approval the committee’s charter. Each standing committee of the Board shall have the authority and responsibility provided by its Board-approved charter, subject to further action by the Board, and no further authorization of the Board shall be necessary for actions by a committee within the scope of its charter. Any other committee of the Board may likewise prepare and recommend to the Board a charter for the committee and shall have the authority and responsibility provided by its Board-approved charter.

Section 12. Director Compensation. The Board may set the compensation of directors and members of committees of the Board as permitted by law.

ARTICLE IV

Officers

Section 1. Officers Generally. The Board shall designate a Chief Executive Officer, a President, one or more Vice Presidents, a Treasurer, a Secretary and a General Counsel and shall designate an officer as chief financial officer and an officer as chief accounting officer and may designate such other officers, with such titles, authority and responsibility (including Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries), as the Board considers appropriate for the conduct of the business and affairs of

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the Corporation. Any two or more offices may be held by the same individual. Unless sooner removed by the Board, all officers shall hold office until the next annual organizational meeting of the Board and until their successors shall have been elected. Any officer may be removed from office at any time, with or without cause, by action of the Board.

Section 2. Chief Executive Officer. Subject to the control of the Board, the Chief Executive Officer of the Corporation shall have general management of the business of the Corporation, including the appointment of all officers and employees of the Corporation for whose election or appointment no other provision is made in these By-laws; he shall also have the power, at any time, to discharge or remove any officer or employee of the Corporation other than those officers and employees whose election or appointment is otherwise provided for in these By-laws, subject to the action thereon of the Board and shall perform all other duties appropriate to this office. Unless otherwise provided by the Board, the Chief Executive Officer shall preside at all meetings of the stockholders.

Section 3. President. The President shall be the chief operating officer of the Corporation, shall assist the Chief Executive Officer in the general supervision of the business and affairs and all other officers of the Corporation and, subject to the direction of the Board, shall have the authority and responsibility customary to such office. In the absence of a Chief Executive Officer and unless otherwise provided by the Board, the President shall preside at all meetings of the stockholders.

Section 4. Vice Presidents. The Board may elect one or more Vice Presidents, with such further titles (including designation as President of a division or operation of the Corporation) and with such authority and responsibility as the Board may determine. In the absence or disability of the President, his duties shall be performed by one or more Vice Presidents as designated by the Board.

Section 5. Chief Financial Officer. The Board shall designate an officer as the chief financial officer of the Corporation, who shall have general supervision of the financial affairs and books and accounts of the Corporation and be the chief accounting officer of the Corporation, and have such other authority and responsibility as the Board may designate and, subject to the direction of the Board, the authority and responsibility customary to such office. In the absence or disability of the chief financial officer, his or her duties may be performed by any other officer designated by him or her, by the President or by the Board.

Section 6. Treasurer. The Treasurer (who may be the same as or different from the chief financial officer) shall have supervision and custody of all funds and securities of the Corporation and keep or cause to be kept accurate accounts of all money received or payments made by the Corporation, and shall have such other authority and responsibility as provided by the By-laws or as the Board may designate and, subject to the direction of the Chief Financial Officer (if different) and the Board, the authority and responsibility customary to such office.

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Section 7. General Counsel. The Board shall designate a General Counsel for the Corporation, who shall be the Corporation’s chief legal officer and shall have general supervision of the legal affairs of the Corporation and such other authority and responsibility as the Board may designate and, subject to the direction of the Board, the authority and responsibility customary to such office.

Section 8. Secretary. The Secretary shall have custody of the minutes of the meetings of the Board, its committees and the stockholders, of the Certificate of Incorporation and the By-laws (as amended from time to time) and such other records of the Corporation as respect its existence and authority to conduct business, shall have such other authority and responsibility as provided by the By-laws or as the Board may designate and, subject thereto, the authority and responsibility customary to such office. The Secretary shall send out notices of meetings of the Board and stockholders as required by law or the By-laws. The Secretary shall attend and keep the minutes of the Board except as the Board may otherwise designate.

Section 9. Assistant Treasurers; Assistant Secretaries. In the absence or disability of the Secretary, his or her duties may be performed by an Assistant Secretary. In the absence or disability of the Treasurer, his or her duties may be performed by an Assistant Treasurer. Such assistant officers shall also have such authority and responsibility as may be assigned to them by the Board.

ARTICLE V

Indemnification of Directors, Officers, Employees and Agents

The corporation shall indemnify its officers, directors, employees and agents to the extent required by the General Corporation Law of Delaware.

ARTICLE VI

Seal

The Corporation shall have a seal that shall contain the words “Emergency Medical Services Corporation” and may be affixed to documents of the Corporation as prima facie evidence of the act of the Corporation to the extent provided by law.

ARTICLE VII

Share Certificates and Transfers

Section 1. Form of Share Certificates. Shares of the Corporation may be represented by certificates or may be uncertificated, but stockholders shall be entitled to receive share certificates representing their shares as provided by law. Share certificates shall be in such form as the Board may from time to time determine and shall be signed by the Chairman or the President and countersigned by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and embossed with the seal of the Corporation or, if not so signed and sealed, shall bear the engraved or printed facsimile signatures of the officers authorized to sign and the engraved or printed facsimile of the seal of the Corporation. The death, incapacity, resignation or removal of an officer who signed or whose facsimile signature appears on a share certificate shall not affect the validity of the share certificate.

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Section 2. Transfers of Record. The shares of the Corporation shall, upon the surrender and cancellation of the certificate or certificates representing the same, be transferred upon the books of the Corporation at the request of the holder thereof, named in the surrendered certificate or certificates, in person or by his legal representatives or by his attorney duly authorized by written power of attorney filed with the Corporation or its transfer agent. In case of loss or destruction of a certificate of stock, another may be issued in lieu thereof in such manner and upon such terms as the Board shall authorize.

Section 3. Record Dates. The Board may set a time, not more than 60 days nor less than 10 days prior to the date of any meeting of the stockholders, or not more than 60 days prior to the date set for the payment of any dividend or distribution or the date for the allotment of rights, or the date when any change or conversion or exchange of shares stock will be made or go into effect, as a record date for the determination of the stockholders entitled to notice of, or to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares of the Corporation. In such case, only such stockholders as shall be stockholders of record on the date so set shall be entitled to notice of, or to vote at, such meeting, or to receive payment of such dividend or distribution, or to receive such allotment of rights, or exercise such rights, as the case may be, notwithstanding any transfer of shares of the Corporation on the books of the Corporation after any record date set as aforesaid.

ARTICLE VIII

Fiscal Year

The fiscal year of the Corporation shall end on the 31st day of December.

ARTICLE IX

Other Special Approval Requirements

The vote required for any action of the Board or the stockholders shall be only such vote as is required by law, the Certificate of Incorporation or other provisions of the By-laws, except that at any time the Minimum Hold Condition is satisfied any amendment of the By-laws that would repeal or modify, or would adopt any provision inconsistent with, the provisions of Section 3 of Article III hereof (as in effect at the Effective Time), or of this Article IX (as in effect at the Effective Time), shall require, in addition to any other vote required by law or the Certificate of Incorporation or By-laws, the affirmative vote of the holders of at least two-thirds of the voting power of all the outstanding shares of Common Stock and Class B Special Voting Stock.

ARTICLE X

Amendments

The By-laws, as from time to time in effect, may be amended, modified or repealed, in whole or in part, at any time and from time to time in any respect either (i) by the stockholders, by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Common Stock and Class B Special Voting Stock or (ii) by the Board, by

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the affirmative vote of a majority of the Whole Board, in either case except as otherwise provided by law or by the Certificate of Incorporation.

ARTICLE XI

Effective Time

The foregoing By-laws shall be effective upon the filing with the Secretary of State of the State of Delaware and the effectiveness of the Certificate of Incorporation in accordance with the law (the “Effective Time”).

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EX-3.6

Exhibit 3.6

AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP

OF

EMERGENCY MEDICAL SERVICES L.P.

This Amendment to Agreement of Limited Partnership of Emergency Medical Services LP, dated as of February 10, 2005 (the “AGREEMENT”), dated December 20, 2005.

Capitalized terms are defined in the Agreement or in the Amended and Restated Agreement of Limited Partnership of the Partnership attached hereto as Exhibit A (the “RESTATED AGREEMENT”).

RECITALS OF AMENDMENT

In order to complete an initial public offering, the Partnership has determined to effect a reorganization pursuant to which the Partnership will become a subsidiary of a newly-formed Delaware corporation to be named “Emergency Medical Services Corporation” (the “COMPANY”). By the execution of this Amendment, the Partners are authorizing each of the following actions, which together constitute the “REORGANIZATION”.

THE FOLLOWING STEPS ARE DEEMED TO OCCUR CONCURRENTLY (THE “EFFECTIVE TIME”):

• The Company files its amended and restated charter to provide for Class A Common Stock and Class B Common Stock and Class B Special Voting Stock.

• The Company and the Partnership execute and deliver the Voting and Exchange Trust Agreement and it becomes effective by its terms.

• The stockholders of the General Partner (Onex American Holdings II LLC and Robert M. Le Blanc) contribute all of the common stock of the General Partner to the Company in exchange for 20 shares of Class B Common Stock (a one-for-one exchange).

• The General Partner merges with the Company, with the Company being the surviving corporation.

• Colby Bartlett LLC and Steven J. Shulman are deemed to have contributed their Class A Units to the Company in exchange for Class B Common Stock (a one-for-one exchange).

• All holders of Class B Units are deemed to have contributed their Class B Units to the Company in exchange for shares of Class A Common Stock (a one-for-one exchange).

• The Restated Agreement becomes effective by its terms, the terms and conditions of the remaining Class A Units are amended to have the terms set forth in the Restated Agreement (including Exhibit I thereto) and, as amended, the Class A Units are designated “LP Exchangeable Units.”

If at any time, the Company effects a stock split to reflect the pricing of the Class A Common Stock in the Company’s initial public offering, then concurrently with that stock split, the Partnership will effect a Unit split reflecting the same ratio of new Units for existing Units.

THE FOLLOWING STEPS ARE THEN DEEMED TO OCCUR CONCURRENTLY:

• The Company issues and sells Class A Common Stock pursuant to the underwriting agreement for its initial public offering.

• The Company contributes the net proceeds of the offering to the Partnership in exchange for a number of GPL Units equal to number of shares of Class A Common Stock sold in the initial public offering.

• The Partnership uses the net proceeds of the offering as described in the prospectus for the Company’s initial public offering.

The foregoing sets forth the entire amendment to the Partnership Agreement. Except as modified specifically by this Amendment, the Agreement remains in full force and effect.

[Signature Pages Follow]

-2-

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

GENERAL PARTNER:
EMSC, Inc.
By:	/s/ Todd G. Zimmerman
Name:	Todd G. Zimmerman
Title:	Secretary
LIMITED PARTNERS:
ONEX PARTNERS LLC
By:	/s/ Donald F. West
Name:	Donald F. West
Title:	Director
By:	/s/ Robert M. Le Blanc
Name:	Robert M. Le Blanc
Title:	Director
ONEX US PRINCIPALS LP
By:	Onex American Holdings GP LLC, its General Partner
By:	/s/ Donald F. West
Name:	Donald F. West
Title:	Representative
By:	/s/ Robert M. Le Blanc
Name:	Robert M. Le Blanc
Title:	Representative

[Signature Page to Amendment to Agreement of Limited Partnership of Emergency Medical Services L.P.]

EMS EXECUTIVE INVESTCO LLC
By:	/s/ Donald F. West
Name:	Donald F. West
Title:	Director
ONEX EMSC CO-INVEST LP
By:	Onex Partners GP LP, its General Partner
By:	Onex Partners Manager LP, its Agent
By:	Onex Partners Manager GP Inc., its General Partner
By:	/s/ Robert M. Le Blanc
Name:	Robert M. Le Blanc
Title:	Managing Director
By:	/s/ Donald F. West
Name:	Donald F. West
Title:	Vice President
ONEX PARTNERS LP
By:	Onex Partners GP LP, its General Partner
By:	Onex Partners Manager LP, its Agent
By:	Onex Partners Manager GP Inc., its General Partner
By:	/s/ Robert M. Le Blanc
Name:	Robert M. Le Blanc
Title:	Managing Director
By:	/s/ Donald F. West
Name:	Donald F. West
Title:	Vice President

[Signature Page to Amendment to Agreement of Limited Partnership of Emergency Medical Services L.P.]

ONEX EMSC CO-INVEST LP
By:	Onex Partners GP LP, its General Partner
By:	Onex Partners GP Inc., its General Partner
By:	/s/ Robert M. Le Blanc
Name:	Robert M. Le Blanc
Title:	President
By:	/s/ Anthony Munk
Name:	Anthony Munk
Title:	Vice President

[Signature Page to Amendment to Agreement of Limited Partnership of Emergency Medical Services L.P.]

ONEX PARTNERS LP
By:	Onex Partners GP LP, its General Partner
By:	Onex Partners GP Inc., its General Partner
By:	/s/ Robert M. Le Blanc
Name:	Robert M. Le Blanc
Title:	President
By:	/s/ Anthony Munk
Name:	Anthony Munk
Title:	Vice President

[Signature Page to Amendment to Agreement of Limited Partnership of Emergency Medical Services L.P.]

EX-3.7

Exhibit 3.7

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

EMERGENCY MEDICAL SERVICES L.P.

This Amended and Restated Agreement of Limited Partnership is entered into as of December 20, 2005, effective at the Effective Time, by and among Emergency Medical Services Corporation, a Delaware corporation as the general partner (the “GENERAL PARTNER”), and the Persons listed on Schedule A attached hereto as limited partners.

NOW, THEREFORE, in consideration of the premises, the parties do hereby agree as follows:

1. Certain Definitions.

1.1 DEFINITIONS. As used herein, the following terms shall have the following respective meanings:

“ACT” means the Delaware Revised Uniform Limited Partnership Act.

“ADJUSTED CAPITAL ACCOUNT” means, with respect to any Partner such Partner’s Capital Account, increased for the amount such Partner is deemed obligated to restore pursuant to (a) the penultimate sentences of Regulations Section 1.704-2(g)(l) and 1.704-2(i)(5) and (b) Regulations Sections 1.704-1(b)(2)(ii)(c), as of the end of the Company’s Fiscal Year or other applicable period, and reduced for the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

“AFFILIATE” means, with respect to any Person, any Person directly or indirectly controlled by or under common control with such Person. For purposes of this definition, “CONTROL”, when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. “CONTROLLED” has the meaning correlative to the foregoing. For purposes of this Agreement, no member of the Initial Investor Group shall be deemed to be an “AFFILIATE” of the Company.

“AGREEMENT” means this Amended and Restated Agreement of Limited Partnership, as it may be amended, supplemented or restated from time to time.

“BOARD OF DIRECTORS” means the board of directors of the Company.

“CAPITAL ACCOUNTS” has the meaning set forth in Section 4.2.

“CAPITAL CONTRIBUTIONS” means the money and property contributed by the Partners to the Partnership pursuant to the provisions of Article 3 of this Agreement.

“CERTIFICATE” means the Certificate of Limited Partnership of the Partnership, as amended from time to time. Unless the context requires otherwise, any reference to the “CERTIFICATE” shall be to the Certificate as the same shall be in effect at the time to which such reference relates.

“CODE” means the Internal Revenue Code of 1986, as amended from time to time, including the corresponding or analogous provisions of any successor law.

“COMPANY” means Emergency Medical Services Corporation and its successors.

“DEPRECIATION” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowed or allowable for federal income tax purposes with respect to an asset for such Fiscal Year; provided, however, that, except as otherwise provided in Regulations Section 1.704-2, if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year or other period bears to such beginning adjusted tax basis; provided, further, that, if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year or other period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner; and provided further, that, with respect to any asset to which the remedial allocation method is applied pursuant to Section 6.6, Depreciation with respect to such asset shall be calculated in accordance with Regulations Section 1.704-3(d)(2).

“DIVIDEND TAX RATE” means the highest marginal combined federal and state income tax rate imposed on dividends of corporations resident in the state in which the Company’s principal office is located, calculated taking into account any available dividends received deduction under Section 243 of the Code and the deductibility of state and local income taxes for federal income tax purposes.

“EFFECTIVE TIME” means the time immediately prior to the time that the Company issues and sells its Class A Common Stock pursuant to the underwriting agreement for its initial public offering.

“EXCHANGEABLE UNIT PROVISIONS” means the rights, privileges, restrictions and conditions of the LP Exchangeable Units set forth in Exhibit I to this Agreement.

“FEDERAL”, unless otherwise specified, refers to the United States.

“FISCAL YEAR” means (a) the period commencing on the date of the formation of the Partnership and ending on December 31, 2005 and (b) any subsequent 12-month period commencing on January 1.

“GAINS TAX RATE” means the highest marginal combined federal and state income tax rate imposed on long-term capital gains of corporations resident in the state in which the Company’s principal office is located, calculated taking into account the deductibility of state and local income taxes for federal income tax purposes.

“GENERAL PARTNER” means the Company in its capacity as the general partner of the Partnership, or its successor as general partner of the Partnership.

“GENERAL PARTNER INTEREST” means the Partnership Interest held by the General Partner, in its capacity as General Partner. The General Partner Interest may be expressed as a number of Units.

“GP DIVIDEND ALLOCATION” means a fraction of which the numerator is the GP Percentage and the denominator is the excess of (a) the sum of (i) one and (ii) the product of (A) the Dividend Tax Rate and (B) the GP Percentage over (b) the Dividend Tax Rate.

“GP GAINS ALLOCATION” means a fraction of which the numerator is the GP Percentage and the denominator is the excess of (a) the sum of (i) one and (ii) the product of (A) the Gains Tax Rate and (B) the GP Percentage over (b) the Gains Tax Rate.

“GP INCOME ALLOCATION” means a fraction of which the numerator is the GP Percentage and the denominator is the excess of (a) the sum of (i) one and (ii) the product of (A) the Income Tax Rate and (B) the GP Percentage over (b) the Income Tax Rate.

“GP PERCENTAGE” means the percentage of total Units that are GP Units or GPL Units.

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“GP UNITS” has the meaning given to that term in Section 3.2.

“GPL UNITS” has the meaning given to that term in Section 4.3(a).

“GROSS ASSET VALUE” means, with respect to any asset of the Partnership, such asset’s adjusted basis for federal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset (computed without taking Section 7701(g) of the Code into account), without reduction for liabilities, as determined by the contributing Partner and the Partnership;

(b) if the General Partner reasonably determines that an adjustment is necessary or appropriate to reflect the relative economic interests of the Partners, the Gross Asset Values of all Partnership assets shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g) to equal their respective gross fair market values, without reduction for liabilities, as reasonably determined by the General Partner, as of the following times:

(i) a Capital Contribution (other than a de minimis Capital Contribution) to the Partnership by a new or existing Partner as consideration for Units; or

(ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership assets as consideration for the redemption of an interest in the Partnership; or

(iii) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); or

(iv) the grant of more than a de minimis number of Units as consideration for the provision of services to or for the benefit of the Partnership;

(c) the Gross Asset Values of Partnership assets distributed to any Partner shall be the gross fair market values of such assets (computed without taking Section 7701(g) of the Code into account) without reduction for liabilities, as reasonably determined by the General Partner as of the date of distribution; and

(d) the Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Sections 734(b) or 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations; provided, however, that Gross Asset Values shall not be adjusted pursuant to this paragraph (iv) to the extent that the General Partner reasonably determines that an adjustment pursuant to paragraph (ii) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph (d).

At all times, Gross Asset Values shall be adjusted by any Depreciation taken into account with respect to the Partnership’s assets for purposes of computing Net Profits and Net Losses.

“INCOME TAX RATE” means the highest marginal combined federal and state income tax rate imposed on income (other than capital gains and

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dividends) of corporations resident in the state in which the Company’s principal office is located, calculated taking into account the deductibility of state and local income taxes for federal income tax purposes.

“INITIAL INVESTOR GROUP” has the meaning set forth in the Company’s Certificate of Incorporation, as in effect at the Effective Time.

“LIMITED PARTNERS” means (a) those Persons listed on Schedule A attached hereto and (b) any transferee thereof or other Person admitted as a limited partner pursuant to the terms of this Agreement. For the avoidance of doubt, the General Partner may also be a Limited Partner.

“LIMITED PARTNER INTEREST” means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled, as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Units.

“LP DIVIDEND ALLOCATION” means one minus the GP Dividend Allocation.

“LP EXCHANGEABLE UNITS” means all Units of the Partnership other than GP Units and GPL Units. For the avoidance of doubt, the LP Exchangeable Units are the Units designated Class A Units immediately prior to the Effective Time and for all purposes represent the same continuing Partnership Interests before and after the Effective Time.

“LPE PARTNERS” means the holders of LP Exchangeable Units. For the avoidance of doubt, the General Partner, in its capacity as a Limited Partner, is not an LPE Partner.

“LP GAINS ALLOCATION” means one minus the GP Gains Allocation.

“LP INCOME ALLOCATION” means one minus the GP Income Allocation.

“MERGER” has the meaning set forth in Section 14.7(a).

“NET PROFITS” AND “NET LOSSES” mean, for each Fiscal Year of the Partnership or other applicable period, an amount equal to the Partnership’s taxable income or loss for such year or period, as determined for federal income tax purposes, and computed in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be separately stated pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss) with the following adjustments:

(a) any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this definition shall be treated as an item of gross income in determining taxable income or loss;

(b) in the event an adjustment to the Gross Asset Value of a property which requires that the Capital Accounts be adjusted pursuant to Regulations Sections 1.704-1(b)(2)(iv)(e), (f), (g) and (m),

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the amount of such adjustment shall be taken into account as gain or loss from the disposition of the property for purposes of computing Net Profits or Net Losses;

(c) gain or loss resulting from the disposition of a property shall be computed by reference to the Gross Asset Value of the property, notwithstanding that the adjusted tax basis of the property differs from its Gross Asset Value;

(d) in lieu of the depreciation, amortization and other cost recovery deductions, there shall be taken into account Depreciation in computing such taxable income or loss;

(e) to the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in complete liquidation of a Partner’s interest in the Partnership, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Profits or Net Losses;

(f) by treating as a deductible expense any expenditure of the Partnership described in Section 705(a)(2)(B) of the Code (or which is treated as a Section 705(a)(2)(B) expenditure pursuant to Regulations Section 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Net Profits or Net Losses, including amounts paid or incurred to organize the Partnership (unless an election is made pursuant to Section 709(b) of the Code) or to promote the sale of interests in the Partnership) and by treating deductions for any losses incurred in connection with the sale or exchange of Partnership property disallowed pursuant to Section 267(a)(1) or 707(b) of the Code as expenditures described in Section 705(a)(2)(B) of the Code; and

(g) notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Article 6 shall not be taken into account in computing Net Profits or Net Losses.

“ORIGINAL PARTNERSHIP AGREEMENT” means the Agreement of Limited Partnership of the Partnership effective as of February 10, 2005, as amended from time to time and in effect at the Effective Time.

“OFFER” has the meaning set forth in Section 14.6(a).

“PARTNERS” shall mean the General Partner and the Limited Partners, collectively, and “PARTNER” means a General Partner or a Limited Partner as the context shall require.

“PARTNERSHIP” means the limited partnership formed under the Act and pursuant to the Original Agreement, as it may be amended, supplemented and/or restated, including the amendment and restatement effected by this Agreement, and any successor thereto.

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“PARTNERSHIP INTEREST” means an ownership interest in the Partnership representing a Capital Contribution by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Partnership Interest may be expressed as a number of Units.

“PERCENTAGE INTERESTS” has the meaning set forth in Section 4.1.

“PERSON” means any natural person, corporation, partnership, joint venture, trust, association or other business or legal entity.

“REGULATIONS” means the Treasury Regulations promulgated under the Code, as amended from time to time, including the corresponding provisions of any successor regulations.

“SECTION 368 TRANSACTION” has the meaning set forth in Section 14.7(c).

“SUCCESSOR” has the meaning set forth in Article 10 of Exhibit I.

“TRANSFER” has the meaning set forth in Section 10.1.

“UNIT” means a fractional, undivided share of the Partnership Interests of all Partners issued pursuant to this Agreement. The number of Units outstanding and the Percentage Interest in the Partnership represented by such Units are set forth in Schedule A attached hereto, as such Schedule may be amended from time to time. The Units are uncertificated securities, but the General Partner may determine at any time that the ownership of Units shall be evidenced by such form of certificate for Units as the General Partner adopts from time to time. Unless otherwise indicated, a reference to Units shall be to GP Units, GPL Units and LP Exchangeable Units.

1.2 EXHIBIT I. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Exhibit I. Exhibit I is an integral part of this Agreement.

2. FORMATION, PURPOSE, TERM.

2.1 FORMATION. The parties hereby confirm the formation of the Partnership under the name Emergency Medical Services L.P., in accordance with the Act and the filing of the Certificate with the Secretary of State of the State of Delaware on December 29, 2004.

2.2 PURPOSE. The purpose of the Partnership is to engage in any activities permitted under the Act, including, without limitation, to own and invest in real estate and marketable securities.

2.3 PRINCIPAL OFFICE. The principal office of the Partnership shall be located at such place as the General Partner may determine. The General Partner shall give notice to the Limited Partners promptly of the location of the principal office of the Partnership and of any change thereof.

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2.4 REGISTERED AGENT. The registered agent of the Partnership in Delaware shall be Corporation Service Company.

2.5 NAMES. The name of the Partnership is Emergency Medical Services L.P. The Partnership’s business may be conducted under any other name or names deemed advisable by the General Partner, including the name of the General Partner, the Company or any of their Affiliates. The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The General Partner in its sole discretion may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.

2.6 POWER OF ATTORNEY.

(a) Each Limited Partner hereby constitutes and appoints the General Partner and its authorized officers and attorneys-in-fact and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to:

(i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments or restatements thereof) that the General Partner deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may or plans to conduct business or own property; (B) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (C) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (D) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to this Agreement; and (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of Partnership Interests; and

(ii) execute, swear to, seal, acknowledge and file all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the sole discretion of the General Partner to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the Partners hereunder or is consistent with the terms of this Agreement or appropriate or necessary, in the sole discretion of the General Partner, to effectuate the terms or intent of this Agreement.

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Nothing contained herein shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article 13 or as may be otherwise expressly provided for in this Agreement.

(b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and not be affected by the subsequent incapacity of any Limited Partner and the transfer of all or any portion of such Limited Partner’s Units and shall extend to such Limited Partner’s heirs, successors, assigns and personal representative.

2.7 TERM. The Partnership commenced on the date of the filing of the original Certificate of Limited Partnership with the office of the Secretary of State of Delaware and shall terminate as herein provided.

3. CONTRIBUTIONS.

3.1 INITIAL CONTRIBUTIONS AND OWNERSHIP GIVING EFFECT TO INITIAL PUBLIC OFFERING.

(a) Prior to the date hereof, the Partners have made the contributions to the Partnership set forth on Schedule A to the Original Agreement.

(b) Schedule A attached hereto sets forth the number of Units outstanding as of the Effective Time, and then giving effect to the Company’s issuance and sale of Class A Common Stock in its initial public offering and the contribution of the net proceeds thereof to the Partnership.

3.2 GENERAL PARTNER INTEREST. The 20 Units held by the General Partner immediately prior to the Effective Time (including any Units issued with respect thereto in connection with any stock split effected by the Company) shall be deemed to be the “GP UNITS” and shall be the General Partnership Interest. All other Units held by the Company shall be deemed to be Limited Partner Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership.

3.3 ISSUANCES OF ADDITIONAL INTERESTS.

(a) In connection with the General Partner’s contribution of property to the Partnership or in accordance with the provisions of Exhibit I, the General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners (including the General Partner and its Affiliates) additional Units or other Partnership Interests in one or more classes, or one or more series of any such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to the Limited Partner

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Interests outstanding at the Effective Time, all as shall be determined by the General Partner in its business judgment, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, that no such additional Units or other Partnership Interests shall be issued to the General Partner unless either:

(i) (A)(1) the additional Partnership Interests are issued in connection with the issuance only of Common Stock, and only GPL Units are issued to the General Partner in a number equal to the number of shares of Common Stock issued by the Company, or (2) the additional Partnership Interests are issued in connection with the grant, award of issuance of Preferred Stock or other equity interests by the Company, which Preferred Stock or other equity interests have designations, preferences and other rights such that the economic interests attributable to such Preferred Stock or other equity interests are equivalent to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 3.2(a), and (B) the Company shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with such issuance, or

(ii) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests.

In the event that the Partnership issues Partnership Interests pursuant to this Section 3.3(a), the General Partner shall make such revisions to this Agreement (without any requirement of receiving approval of the Limited Partners) including but not limited to the revisions described in Section 5.4, as it deems necessary to reflect the issuance of such additional Partnership Interests and the special rights, powers and duties associated therewith. Unless specifically set forth otherwise by the General Partner, any Partnership Interest issued after the Effective Time shall have the same rights, powers and duties as the Partnership Interests issued on the Effective Time.

(b) From and after the Effective Time, the Company shall not issue any additional Common Stock (other than Common Stock issued to Limited Partners pursuant to Exhibit I), or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Stock (collectively, “NEW SECURITIES”), other than to all holders of Common Stock under circumstances in which the provisions of Exhibit I are applicable to the LP Exchangeable Units, unless:

(i) the General Partner shall cause the Partnership to issue to the Company Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are equivalent to those of the New Securities; and

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(ii) the Company contributes to the Partnership the proceeds from the issuance of such New Securities and from the exercise of rights contained in such New Securities.

Without limiting the foregoing, the Company is expressly authorized to issue New Securities for no tangible value or for less than fair market value, and the General Partner is expressly authorized to cause the Partnership to issue to the Company corresponding Partnership Interests, so long as (A) the General Partner concludes in good faith that such issuance is in the interests of the Company and Partnership (for example, and not by way of limitation, the issuance of Common Stock and corresponding GPL Units pursuant to an employee stock purchase plan providing for employee grants or purchases of Common Stock or employee stock options that have an exercise price that is less than the fair market value of the Common Stock, either at the time of issuance or at the time of exercise); and (B) the Company contributes all proceeds, if any, from such issuance and exercise to the Partnership.

For the avoidance of doubt, a GPL Unit is deemed to have such designations, preferences and other rights such that the economic interests of a GPL Unit are equivalent to a share of Common Stock, and for each New Security issued by the Company that consists of a share of Common Stock the General Partner shall cause the Partnership to issue to the Company one GPL Unit, provided, that the Company has made the contributions to the Partnership contemplated by clause (ii).

(c) The issuance by the Company of Preferred Stock, Common Stock or other equity interests shall in all events be subject to the provisions of Article 14 and Exhibit I.

3.4 CONTRIBUTION OF PROCEEDS OF ISSUANCE OF CAPITAL STOCK. In connection with the initial public offering of Common Stock by the Company and any other issuance of New Securities pursuant to Section 3.3, the Company shall contribute to the Partnership any proceeds (or a portion thereof) raised in connection with such issuance, provided, that if the proceeds actually received by the Company are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the Company shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum of the net proceeds of such issuance plus the amount of such underwriter’s discount and other expenses paid by the Company (which discount and expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 8.3). In the case of employee acquisitions of New Securities at a discount from fair market value or for no value in connection with a grant of New Securities, the amount of such discount representing compensation to the employee, as determined by the General Partner, shall be treated as an expense of the issuance of such New Securities.

3.5 ADDITIONAL CONTRIBUTIONS. Except as provided in Section 3.4, no Partner shall be required to make any additional contributions to the capital of the Partnership. Nothing contained in this Section 3.5 shall be deemed to limit the obligations of the General Partner in respect of liabilities

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of the Partnership under this Agreement or under the Act. With the consent of the General Partner, any Partner may make an additional contribution to the Partnership.

4. PERCENTAGE INTERESTS; CAPITAL ACCOUNTS; UNITS.

4.1 PERCENTAGE INTERESTS. The Percentage Interest of each Partner means its interest in the Partnership as determined by dividing the number of Units owned by such Partner by the total number of Units then outstanding.

4.2 CAPITAL ACCOUNTS. The Partnership shall determine and maintain a “Capital Account” for each Partner throughout the full term of the Partnership in accordance with the provisions of Regulations Section 1.704-1(b)(2)(iv), as such regulation may be amended from time to time. Without limiting the foregoing, the following provisions shall apply:

(a) The Capital Account of each Partner shall be increased by (i) the amount of such Partner’s cash contributions and the initial Gross Asset Value of property contributed to the Partnership by such Partner (net of liabilities securing such contributed property that the Partnership is considered to assume or take subject to under Section 752 of the Code), (ii) such Partner’s share of the Partnership’s Net Profits, and (iii) the amount of any Partnership liabilities that are assumed by such Partner other than liabilities described in Section 4.2(a)(i).

(b) The Capital Account of each Partner shall be decreased by (i) the amount of cash distributions to such Partner and the Gross Asset Value of property distributed to such Partner (net of liabilities assumed by such Partner and liabilities to which such distributed property is subject), (ii) such Partner’s share of the Partnership’s Net Losses, and (iii) the amount of any liabilities of such Partner that are assumed by the Partnership other than liabilities described in Section 4.2(b)(i).

(c) A Partner who has more than one interest in the Partnership shall have a single Capital Account that reflects all of such interests, regardless of the class of interests owned by such Partner (e.g., general or limited) and regardless of the time or manner in which such interests are acquired.

(d) Upon the transfer by a Partner of Units (i) if such transfer does not cause a termination of the Partnership within the meaning of Section 708(b)(1)(B) of the Code, the Capital Account of the transferor Partner that is attributable to the transferred interest will be carried over to the transferee Partner and, if the Partnership has a Section 754 election in effect, the Capital Account will not be adjusted to reflect any adjustment under Section 743 of the Code; or (ii) if such transfer causes a termination of the Partnership within the meaning of Code Section 708(b)(1)(B), the income tax consequences of such termination shall be governed by the relevant provisions of Subchapter K of Chapter 1 of the Code and the Regulations promulgated thereunder, and the initial Capital Accounts of the Partners in the Partnership resulting

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from such termination (which for all other purposes continues to be the Partnership) shall be determined in accordance with Regulation Sections 1.704-1(b)(2)(iv)(d), (e), (f), (g) and (l) under Section 704(b) of the Code and thereafter in accordance with this Section 4.2.

4.3 UNITS.

(a) The interests of the Limited Partners in the Partnership shall be in the form of Units issued by the Partnership, which Units shall represent an individual undivided interest in the rights of all Partners in capital, profits, losses and distributions of or from the Partnership. Unless otherwise designated, all Units issued to the General Partner and representing General Partner Interests shall be “GP Units,” all Units issued to the General Partner or its Affiliates and representing Limited Partnership Interests shall be “GPL Units” and all other Units shall be LP Exchangeable Units.

For the avoidance of doubt, any Units formerly designated Class B Units or LP Exchangeable Units acquired by the Company, the General Partner or their respective Affiliates, in connection with the Company’s initial public offering, as contemplated by Exhibit I or otherwise, shall be deemed to have been re-designated as GPL Units immediately upon such acquisition, and none of such Persons shall hold LP Exchangeable Units.

(b) The Units shall have the rights to distributions and allocations as set forth in Articles 5 and 6 and the LP Exchangeable Units shall have the additional rights, privileges, restrictions and conditions as set forth in Exhibit I to this Agreement.

5. DISTRIBUTIONS.

5.1 DISTRIBUTIONS. Distributions by the Partnership to the Partners shall be made at the times and in the aggregate amounts determined by the General Partner in its sole discretion and shall be made as follows:

(a) A portion equal to the LP Dividend Allocation multiplied by amounts that are treated, for federal income tax purposes, as dividends received by the Partnership shall be distributed to the LPE Partners in proportion to their respective Percentage Interests and a portion equal to the GP Dividend Allocation multiplied by such amount shall be distributed to the General Partner.

(b) A portion equal to the LP Gains Allocation multiplied by amounts that are treated, for federal income tax purposes, as long-term capital gains received by the Partnership shall be distributed to the LPE Partners in proportion to their respective Percentage Interests and a portion equal to the GP Gains Allocation multiplied by such amount shall be distributed to the General Partner.

(c) Subject to the provisions of Section 5.1(e), any amounts that are treated, for federal income tax purposes, as a return of capital and not as income or gain shall be distributed to the Partners in proportion to their respective Percentage Interests.

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(d) A portion equal to the LP Income Allocation multiplied by amounts that, other than those described in Section 5.1(a), 5.1(b) and 5.1(c), are to be distributed to the Partners shall be distributed to the LPE Partners in proportion to their respective Percentage Interests and a portion equal to the GP Income Allocation multiplied by such amount shall be distributed to the General Partner.

(e) In the event of the liquidation (subject to Section 5.2), dissolution or winding-up of the Partnership, the Partnership shall distribute to the LPE Partners only the Liquidation Amount as provided in Section 4.1 of Exhibit I.

5.2 CAPITAL ACCOUNT LIMITATION; LIQUIDATION. Upon the liquidation of the Partnership or of any Partner’s interest in the Partnership (as both are defined in Section 5.3), liquidation proceeds, if any, shall be distributed to the extent of and in proportion to each Partner’s positive Capital Account balance within the meaning of Regulations Section 1.704-1(b)(2)(ii)(b), after giving effect to all allocations to such Partner under Article 6, and the allocation of deemed gain or loss described in clause (b) of the definition of “Net Profits” and “Net Losses” set forth in Article 1.

5.3 CERTAIN DEFINITIONS. For purposes of this Agreement, (a) the term “liquidation of the Partnership” shall mean either (i) a termination of the Partnership, which shall be deemed to occur on the date upon which the Partnership ceases to be a going concern and is continued in existence solely to wind up its affairs, or (ii) a termination of the Partnership pursuant to Section 708(b)(1) of the Code; and (b) the term “liquidation of a Partner’s interest in the Partnership” shall mean the termination of the Partner’s entire interest in the Partnership effected by a distribution, or a series of distributions, by the Partnership to the Partner in redemption or cancellation of such Partner’s Units or, in the case of the General Partner, interest in the Partnership.

5.4 REVISIONS TO REFLECT ISSUANCE OF ADDITIONAL PARTNERSHIP INTERESTS. In the event that the Partnership issues additional Partnership Interests to the General Partner or any Additional Limited Partner pursuant to Article 4, or if any GPL Units are held by a Person other than the General Partner, the General Partner shall make such revisions to this Article 5 (and corresponding revisions to Article 6) as it deems necessary to reflect the issuance of such additional Partnership Interests and any special rights, duties or powers with respect thereto or to reflect distributions and allocations attributable to GPL Units to Persons other than the General Partner.

5.5 NEW TAX GUIDANCE. Notwithstanding anything to the contrary contained in this Agreement, the General Partner is hereby authorized to amend this Agreement, in its sole discretion, to ensure that this Agreement complies with (a) any rulings, regulations, notices, announcements or other guidance regarding compensatory partnership interests issued after the Effective Time (“NEW TAX GUIDANCE”) and (b) any elections the General Partner determines to be necessary or advisable in respect of any such New Tax Guidance. Any such amendment may include, without limitation, (i) a provision authorizing the

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General Partner, in its sole discretion, to make any election under the New Tax Guidance, (ii) an agreement by the Partnership and all of the Partners agree to comply with the requirements of the New Tax Guidance and any election made by the General Partner with respect thereto, and (c) an amendment to the allocation provisions contained in Article 6 so that such provisions comply with the New Tax Guidance and any election made by the General Partner with respect thereto, including, without limitation, a provision requiring “forfeiture allocations” as appropriate. Any such amendments to this Agreement shall be binding upon all Partners.

6. ALLOCATIONS.

6.1 GENERAL ALLOCATIONS. Except as provided in Sections 6.2, 6.3 and 6.4, Net Profits, Net Losses and credits shall be allocated among the Partners as follows:

(a) A portion of such Net Profits equal to the LP Dividend Allocation multiplied by amounts that are treated, for federal income tax purposes, as dividends received by the Partnership shall be allocated to the LPE Partners in proportion to their respective Percentage Interests and a portion equal to the GP Dividend Allocation multiplied by such amount shall be allocated to the General Partner.

(b) A portion of such Net Profits or Net Losses equal to the LP Gains Allocation multiplied by amounts that are treated, for federal income tax purposes, as long-term capital gains or losses, as the case may be, realized by the Partnership shall be allocated to the LPE Partners in proportion to their respective Percentage Interests and a portion equal to the GP Gains Allocation multiplied by such amount shall be allocated to the General Partner.

(c) A portion of such Net Profits, Net Losses or credits equal to the LP Income Allocation multiplied by amounts that, other than those described in Sections 5.1(a) and 5.1(b), shall be allocated to the LPE Partners in proportion to their respective Percentage Interests and a portion equal to the GP Income Allocation multiplied by such amount shall be allocated to the General Partner.

6.2 ALLOCATION OF GAINS.

(a) Gain realized upon the sale or other disposition of property by the Partnership, including deemed sales described in clause (b) of the definition of “Net Profits” and “Net Losses” set forth in Article 1, shall be allocated in the following order:

(i) There shall first be allocated to those Partners, if any, who have deficit balances in their Capital Accounts immediately prior to such sale or other disposition an amount of such gain equal to the aggregate amount of such deficit balances, which amount shall be allocated in the same proportion as such deficit balances; and

(ii) There shall next be allocated to each of the Partners gain in such amounts and proportions as are necessary so that the

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positive Capital Account balances of the Partners reflect, as closely as possible, the amounts to which they would be entitled if all of the assets of the Partnership were distributed to the Partners pursuant to Section 5.1.

(b) If the Partnership shall realize, upon a sale or other disposition, gain which does not constitute long-term capital gain and to which the provisions of Section 1231 of the Code do not apply, the foregoing provisions of this Section 6.2 shall be successively applied to (i) such gain, (ii) gain which is subject to the provisions of Section 1231 of the Code and (iii) long-term capital gain.

6.3 ALLOCATION OF LOSSES. Losses realized upon the sale or other disposition of property by the Partnership, including deemed sales described in clause (b) of the definition of “Net Profits” and “Net Losses” set forth in Article 1, shall be allocated in the following order:

(a) There shall first be allocated to those Partners, if any, who have positive Adjusted Capital Accounts balances an amount of such loss necessary to reduce such positive Adjusted Capital Accounts balances to zero, in proportion to such positive Adjusted Capital Account balances.

(b) The balance of such loss shall be allocated to the General Partner.

6.4 SPECIAL ALLOCATIONS. Notwithstanding anything in this Agreement to the contrary:

(a) All nonrecourse deductions (as defined in Regulations Section 1.704-2(b)(1)) shall be charged to the Capital Accounts of the Partners in proportion to their respective Percentage Interests.

(b) No Partner shall be allocated any item of loss or deduction to the extent said allocation will cause or increase any deficit in said Partner’s Adjusted Capital Account. If any Partner with a deficit in its Adjusted Capital Account unexpectedly receives any adjustment, allocation or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then Partnership items of income and gain shall be specifically allocated to such Partner in an amount and manner sufficient to eliminate the deficit in said Partner’s Adjusted Capital Account created by such adjustment, allocation or distribution as quickly as possible. The Partners intend that the provisions set forth in this clause will constitute a “Qualified Income Offset” as described in Regulations Section 1.704-1(b)(2)(ii)(d).

(c) The following provisions shall be applicable beginning in the first taxable year in which the Partnership has “nonrecourse deductions” as defined in Regulations Section 1.704-2(b)(1):

(i) For purposes of this Section 6.4, “Minimum Gain” means the total gain which the Partnership would realize if it sold, in a taxable disposition, each of its assets that were subject to nonrecourse liabilities in full satisfaction of the liabilities.

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In computing such gain, only the portion of the assets’ tax bases allocated to nonrecourse liabilities of the Partnership shall be taken into account.

(ii) If in any Fiscal Year of the Partnership there is a net decrease in Minimum Gain, then each Partner with a share of Minimum Gain (as determined in accordance with Regulations Section 1.704-2(g)(1)) as of the beginning of such year shall be allocated items of income and gain for such year (and, if necessary, for succeeding years), equal to that Partner’s share of the net decrease in Minimum Gain (determined in accordance with Regulations Section 1.704-2(g)(2)). In allocating the income and gain pursuant to the previous sentence, gains recognized from the disposition of Partnership assets subject to nonrecourse liabilities of the Partnership shall be allocated first to the extent of the decrease in Minimum Gain attributable to the disposition of said asset. Thereafter, any income and gain to be allocated shall consist of a pro rata amount of other Partnership income and gain for that year. The Partners intend that this clause (ii) will constitute a “Minimum Gain Chargeback” as set forth in Regulations Section 1.704-2(f).

(iii) If any Partner bears the “economic risk of loss” (within the meaning of Regulations Section 1.752-2) with respect to any nonrecourse loan of the Partnership, then (A) the losses, deductions or Section 705(a)(2)(B) expenditures that are attributable to such nonrecourse loan for any Fiscal Year or other period shall be allocated to the Partners who bear the burden of such economic risk of loss in accordance with Regulations Section 1.704-2(i), and (B) if in any taxable year there is a net decrease in Partner Nonrecourse Debt Minimum Gain (as determined in accordance with Regulations Section 1.704-2(i)(4)) attributable to such nonrecourse loan, each Partner with a share of Partner Nonrecourse Debt Minimum Gain (as defined in Regulations Section 1.704-2(i)(2)) attributable to such nonrecourse loan (as determined in accordance with Regulations Section 1.704-2(i)(5)) as of the beginning of the year shall be allocated items of income and gain for the year (and, if necessary, for succeeding years), equal to that Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain (as determined in accordance with Regulations Section 1.704-2(i)(4)).

6.5 REGULATORY PROVISIONS. The provisions of Section 6.4 (collectively, the “REGULATORY PROVISIONS”) are intended to comply with certain requirements of the Regulations. It is the intent of the Partners that, to the extent possible, all allocations pursuant to the Regulatory Provisions shall be offset either with other allocations pursuant to the Regulatory Provisions or, if necessary, with curative allocations of other items of income, gain, loss or deduction pursuant to this Section 6.5. Therefore, notwithstanding any other provision of this Agreement, other than the Regulatory Provisions, allocations pursuant to the Regulatory Provisions shall be taken into account in allocating other items of income, gain, expense or loss among the Partners so that, to the extent possible, the net amount of such allocations of other items and the allocations pursuant to the Regulatory

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Provisions to each Partner are equal to the net amount that would have been allocated to such Partner if the Regulatory Provisions were not part of this Agreement. In applying this Section 6.5, there shall be taken into account (a) future allocations under Section 6.4(c)(ii) that, although not yet made, are likely to offset other allocations previously made under Section 6.4(a), and (b) future allocations under Section 6.4(c)(iii)(B) that, although not yet made, are likely to offset other allocations previously made under Section 6.4(c)(iii)(A).

6.6 CODE SECTION 704(c) ALLOCATIONS.

(a) Notwithstanding any other provision in this Article 6, in accordance with Section 704(c) of the Code and the Regulations promulgated thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its Gross Asset Value on the date of contribution.

(b) If, under Regulations Section 1.704-1(b)(2)(iv)(f), Partnership property that has been revalued is properly reflected in the Capital Accounts and on the books of the Partnership at a Gross Asset Value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property shall be shared among the Partners in a manner that takes account of the variation between the adjusted tax basis of such property and its Gross Asset Value in the same manner as variations between the adjusted tax basis and Gross Asset Value of property contributed to the Partnership are taken into account (as provided in the preceding paragraph) in determining the Partners’ shares of tax items under Section 704(c) of the Code.

6.7 ALLOCATIONS FOR TAX PURPOSES ONLY. Allocations pursuant to Section 6.6 are solely for purposes of federal, state and local taxes. As such, they shall not affect or in any way be taken into account in computing a Partner’s Capital Account or share of profits, losses or other items of distributions pursuant to any provision of this Agreement.

6.8 OTHER ALLOCATION RULES. Except as may otherwise be provided herein, whenever a proportionate part of Net Profits or Net Losses of the Partnership is credited or charged to a Partner’s Capital Account for any Fiscal Year, every item of income gain, loss or deduction entering into the computation thereof shall be considered either credited or charged, as the case may be, on every item of credit or tax preference related thereto and applicable to such Fiscal Year shall be allocated to, such Capital Account in the same proportion. Upon any change in the relative interests of the Partners in the Partnership, whether by reason of the admission or withdrawal of a Partner, the transfer by any Partner of all or any part of its interest, or otherwise, the Partners’ shares of all Partnership items shall be determined by reference to any method acceptable under the Regulations under Section 706 of the Code, as determined by the General Partner.

6.9 ALLOCATIONS IN ACCORDANCE WITH CAPITAL ACCOUNTS. The income, gains, losses, deductions and expenses of the Partnership shall be

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allocated, for federal, state and local income tax purposes, among the Partners in accordance with the allocation of corresponding items of income, gains, losses, deductions and expenses among the Partnerships for computing their Capital Accounts, except that if any such allocation is not permitted by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and expenses shall be allocated among the Partners so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

7. STATUS OF THE LIMITED PARTNERS.

7.1 The Limited Partners shall not be bound by, or be personally liable for, the expenses, liabilities or obligations of the Partnership.

7.2 No Limited Partner (other than the General Partner in its capacity as such) shall take part in or interfere in any manner with the operation, management, conduct or control of the business of the Partnership or have any right or authority to act for or bind the Partnership.

7.3 No Limited Partner shall have the right to require partition of the Partnership’s interest in any real property or to compel any sale or appraisal of the Partnership’s assets.

7.4 RIGHTS OF LIMITED PARTNERS RELATING TO THE PARTNERSHIP. Each Limited Partner shall have the right as to each Fiscal Year (or portion thereof) that the Partnership is classified as a partnership for federal, state or local income tax purposes, to obtain a copy of the Partnership’s federal, state and local income tax returns for that Fiscal Year.

8. RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNER.

8.1 MANAGEMENT. Subject to the other provisions of this Agreement, the conduct and control of the business and affairs of the Limited Partnership shall be vested exclusively in the General Partner, which shall have all powers necessary or incidental to such conduct or control. It is the intention of the Partners that the General Partner have sole responsibility for the management of the business and affairs of the Partnership. Subject to the express provisions of this Agreement, including Section 8.3, the General Partner shall have a fiduciary duty as General Partner to the Limited Partners, and the General Partner shall exercise its power and authority only in such manner as is consistent with such fiduciary duty. The duty of the General Partner to the Limited Partners shall be construed as if the Partnership were a corporation and the Limited Partners were stockholders of that corporation. Notwithstanding the provisions of this Section 8.1, if there is any conflict between the interests of the Limited Partners and the holders of Common Stock, the Board of Directors may, in the exercise of its business judgment, cause the Company and the General Partner to act in the best interests of the holders of the Common Stock.

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8.2 POWERS. The powers of the General Partner shall include, but not be limited to, the following:

(a) The General Partner may cause the Partnership to acquire, hold and sell real and personal property (including, but not limited to, shares of stock, bonds, general and limited partnership interests and any other tangible or intangible interests), construct or cause the construction of improvements upon real property, borrow money and enter into credit agreements respecting the borrowing of money and the issuance of promissory notes or commercial paper (whether or not supported by letters of credit or guaranties), mortgage or pledge all or any part or parts of the Partnership property, guarantee the indebtedness of others (including, but not limited to, indebtedness of affiliates) and acquire, make or invest in loans (including, but not limited to, loans of affiliates) which may or may not be secured by real and personal property.

(b) The General Partner may cause the Partnership to employ Persons and organizations, including Persons or organizations with whom or which it may be associated, or which it directly or indirectly owns or controls, to provide managerial and other services to and for any Partnership property and the Partnership.

(c) The General Partner may cause the Partnership to sell, transfer, convey or lease all or any part or parts of the Partnership property for cash or securities, or any combination of cash and securities, upon such terms and conditions as it from time to time may determine.

(d) The General Partner may cause the Partnership to acquire, lease or manage any real or personal property at such price, for cash, securities or other property and upon such terms as the General Partner, in its sole discretion, deems proper.

(e) The General Partner may cause the Partnership to enter into agreements and execute instruments in the name of the Partnership relating to other matters on such terms as it may determine advisable and may cause the Partnership to do any other acts which they deem necessary or appropriate to the operation of the business and affairs of the Partnership. The General Partner shall have the authority to bind the Partnership in its sole discretion and without the consent of any Limited Partner.

(f) The General Partner may determine, at any time, in its sole discretion, to change the classification of the Partnership for federal, state or local income tax purposes and, upon such determination, to take such steps as it deems necessary or appropriate to effect such change. The Limited Partners hereby agree to cooperate with, consent to, and take all steps deemed necessary by the General Partner to effect such a change.

Any third party dealing with the Partnership may rely conclusively on the authority of the General Partner to bind the Partnership.

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8.4 REIMBURSEMENT OF THE GENERAL PARTNER AND THE COMPANY.

(a) Except as provided in this Section 8.3 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

(b) The General Partner shall be reimbursed on a monthly basis, or such other basis as it may determine in its sole discretion, for all expenses that it incurs relating to the ownership and operation of, or for the benefit of, the Partnership (including, without limitation, (i) expenses relating to the ownership of interest in and operation of the Partnership or any of its subsidiaries, (ii) compensation of the Company’s officers and employees including, without limitation, payments under the General Partner’s stock incentive plans that provides for stock units, or other phantom stock, pursuant to which employees of the General Partner will receive payments based upon dividends on or the value of Common Stock, (iii) director fees and expenses and (iv) all costs and expenses of being a public company, including costs of filings with the Securities and Exchange Commission, reports and other distributions to its stockholders). The Partners acknowledge that all such expenses of the General Partner are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Article 9.

(c) As set forth in Section 3.4, the Company shall be treated as having made a Capital Contribution in the amount of all expenses that it incurs relating to the Company’s initial public offering of Common Stock.

(d) In the event that the Company shall elect to purchase from its stockholders Common Stock for the purpose of delivering such Common Stock to satisfy an obligation under any employee stock purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future or for the purpose of retiring such Common Stock, the purchase price paid by the Company for such Common Stock and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be advanced to the Company or reimbursed to the Company, subject to the condition that: (i) if such Common Stock subsequently is sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such Common Stock; and (ii) if such Common Stock is not retransferred by the Company within 30 days after the purchase thereof, or the Company otherwise determines not to retransfer such Common Stock, the General Partner shall cause the Partnership to redeem a number of Units held by the Company, as a Limited Partner, equal to the number of shares of Common Stock purchased by the Company (in which case such advancement or reimbursement of expenses shall be treated as having been made as a distribution in redemption of such number of Units held by the Company).

8.5 OTHER ACTIVITIES. The General Partner shall devote such effort to the business of the Partnership as it, in its sole discretion, deems to be necessary to properly conduct the business of the Partnership. The General Partner and the Company may engage in any other business activities,

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whether or not competitive with the business of the Partnership, and neither the Partnership nor the Limited Partners shall have any rights in respect of any such activity. Nothing in this Agreement shall be construed to limit the right of the General Partner, the Company or their Affiliates from engaging in any business ventures or investments other than the Partnership.

8.6 LIABILITY OF THE GENERAL PARTNER. Notwithstanding anything to the contrary set forth in this Agreement, the General Partner and its officers and directors shall not be liable for monetary damages to the Partnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if the General Partner acted in good faith.

9. INDEMNIFICATION. Except as otherwise provided in this Agreement, the Partnership shall indemnify, defend and hold the General Partner and its respective agents, officers, employees, administrators, directors and successors (collectively, the “INDEMNITEES”) harmless from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees and litigation costs) sustained or incurred as a result of any act, decision or omission concerning the business or activities of the Partnership or the General Partner, provided, that the Indemnitee is not guilty of willful misconduct and was acting in good faith within what the Indemnitee reasonably believed to be the scope of its, his, her or their authority for a purpose which it, he, she or they reasonably believed to be not opposed to the interests of the Partnership.

10. TRANSFER OF UNITS; WITHDRAWAL.

10.1 TRANSFER RESTRICTIONS. No Partner shall have the right or power (a) directly or indirectly, to sell, assign, transfer, give, hypothecate, pledge, encumber or otherwise dispose of all or any of its Units (a “TRANSFER”), or (b) to withdraw prior to the dissolution or winding up of the Partnership, in each case without the prior written consent of the General Partner. The term “TRANSFER” does not include any redemption of the Partnership Interest by the Partnership from a Limited Partner or any acquisition of Units from a Limited Partner by the Company pursuant to Exhibit I.

The General Partner may, in its sole discretion, enter into one or more agreements with Limited Partners that permit the Transfer of Units in accordance with the provisions of such agreement(s).

10.2 PERMITTED TRANSFERS. The restrictions contained in Section 10.1 shall not apply with respect to (a) any Transfer of Units by a Partner to or among its Affiliates, (b) any Transfer of Units by any Limited Partner to any other Limited Partner or an Affiliate of a Limited Partner, (c) any Transfer of Units to a member of the Initial Investor Group, or (d) a pledge of Units to secure indebtedness of the Limited Partner, provided, that the transferee of such Units, if not already a party to this Agreement, shall have agreed in writing to become a party to this Agreement as a Limited Partner.

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10.3 TRANSFER OF THE COMPANY’S GENERAL PARTNER INTEREST AND LIMITED PARTNER INTEREST; MERGER.

(a) The General Partner may not Transfer any of its General Partner Interest or withdraw as General Partner, or Transfer any of its Limited Partner Interest, or engage in a Merger, except:

(i) a Transfer of the General Partner Interest to the Company;

(ii) a Transfer of Limited Partner Interests to an Affiliate, provided, that the transferee shall have agreed in writing to become a party to this Agreement as a Limited Partner; or

(iii) a Transfer in connection with a Merger that is subject to, and effected in accordance with, the provisions of Article 14 and Exhibit I.

(b) A successor to all of the General Partner Interest pursuant to Section 10.3(a) who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective upon such Transfer and compliance with Section 14.3(c). Any such transferee shall carry on the business of the Partnership without dissolution. In each case, the admission shall be subject to the successor General Partner executing and delivering to the Partnership an acceptance of all of the terms and conditions of this Agreement and such other documents or instruments as may be required to effect the admission, including, without limitation, the Voting and Exchange Trust Agreement, if applicable. In the case of such admission on any day other than the first day of the Fiscal Year, all items attributable to the General Partner Interest for such Fiscal Year shall be allocated between the transferring General Partner and such successor.

10.4 AMENDMENT OF AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP. For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Schedule A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.6.

11. BOOKS AND REPORTS.

11.1 BOOKS AND RECORDS. Appropriate books of account and records shall be kept by the General Partner at the principal office of the Partnership and each Partner shall at all times have access thereto. The Fiscal Year of the Partnership shall end on December 31 unless changed by the General Partner upon notice to the other Partners. The books of account of the Partnership shall be kept on the accrual basis for federal income tax purposes. A copy of the balance sheet of the Partnership as of the end of each Fiscal Year and a statement showing the profit and loss of the Partnership for that year, prepared in accordance with generally accepted accounting principles and, if an audit is conducted, accompanied by the report thereon of such accounting firm, shall be delivered to each Partner promptly after the preparation thereof.

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11.2 TAX ELECTIONS. All elections, consents or revocations of elections and consents required or permitted to be made by the Partnership under the Code shall be made on behalf of the Partnership by the General Partner, in such a manner as the General Partner shall, in its sole discretion, determine. All determinations made on behalf of the Partnership by the General Partner with respect to the treatment of any item or its allocation for federal, state or local tax purposes shall be binding upon all of the Partners unless the determination is inconsistent with any express provision of this Agreement. The General Partner shall cause the Partnership to make the election provided for under Section 754 of the Code.

11.3 TAX MATTERS PARTNER. The General Partner is hereby designated the “Tax Matters Partner” in accordance with Section 6231(a)(7) of the Code.

12. TERMINATION.

12.1 DISTRIBUTION OF ASSETS. Upon termination of the Partnership, the assets of the Partnership shall be liquidated and the proceeds applied as follows:

(a) first, to the payment in full of the Partnership’s debts and obligations (including the expenses of liquidation), other than those due to the Partners;

(b) then, to the payment of any liabilities of the Partnership to the Partners, other than those in respect of their contributions to the capital of the Partnership and their share of the profits; and

(c) then, to the Partners in accordance with the provisions of Section 5.2.

12.2 TERMINATION. The Partnership shall be terminated and wound up on the first to occur of (a) the election by all of the Partners, (b) a decree of judicial dissolution entered in accordance with applicable law, (c) December 15, 2095, or (d) an event of withdrawal, as defined in Section 402 of the Act or any successor statute, occurs (including, without limitation, any of the following by or with respect to the General Partner which constitutes an event of withdrawal: withdrawal from the Partnership, whether by retirement, resignation or expulsion; assignment of its entire interest in the Partnership other than as permitted by Section 10.3; assignment for the benefit of creditors; filing of a petition in bankruptcy; bankruptcy or insolvency; commencement of a proceeding seeking reorganization, arrangement, dissolution or similar relief; dissolution; or winding up), unless an election to continue the Partnership is made pursuant to Section 12.3. No act by or in respect of a Limited Partner (including, without limitation, those enumerated in the parenthetical clause in the preceding sentence) shall cause the termination or dissolution of the Partnership.

12.3 CONTINUATION OF PARTNERSHIP. Notwithstanding the fact that an event of withdrawal described in Section 12.2(d) occurs with respect to a General Partner, then the LPE Partners, acting by Consent of the LPE Partners (without the approval of the General Partner or holder any of GPL Units), may

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elect in writing, within 90 days after the event of withdrawal, to continue the Partnership, upon the same terms and conditions as are set forth in this Agreement. If an event of withdrawal occurs with respect to the General Partner and the LPE Partners elect to continue the Partnership in accordance with this Section 12.3, the LPE Partners, acting by Consent of the LPE Partners (without the approval of the General Partner or holder any of GPL Units), shall elect a new General Partner of the continued limited partnership, and the new General Partner shall be subject to all the rights and obligations to which the prior General Partner was subject. No Limited Partner shall have a right to seek or receive the return of any contribution to the Partnership except as a result of the termination and winding up of the Partnership. In the event of any election to continue the Partnership which requires amendment of this Agreement, the amended agreement shall be as similar in form and substance to this Agreement as is practicable and the continuing limited partnership shall engage in the same business as the Partnership, employing the assets and name of the Partnership to the extent possible.

13. NO GENERAL VOTING RIGHTS; AMENDMENT OF PARTNERSHIP AGREEMENT.

13.1 NO GENERAL VOTING RIGHTS. The LPE Partners shall have no general voting rights with respect to the Partnership or this Agreement, and such rights are specifically reserved to the General Partner. The right of the LPE Partners to consent, or to withhold consent, to any action by the General Partner shall be as expressly set forth in Section 13.3.

13.2 AMENDMENTS. The General Partner shall have the power to amend this Agreement as may be required to facilitate or implement any of the following purposes:

(i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;

(ii) to reflect the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement;

(iii) to set forth and reflect in the Agreement the designations, rights, powers, duties, and preferences of the holders of any additional or transferred Partnership Interests as contemplated by Section 5.4 or in connection with any New Tax Guidance as contemplated by Sections 5.5;

(iv) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; and

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(v) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law.

The General Partner shall provide notice to the Limited Partners when any action under this Section 13.2 is taken.

13.3 WITHHOLDING CONSENT

Notwithstanding Section 13.2:

(a) This Agreement shall not be amended without the Consent of each Partner adversely affected if such amendment would (i) convert a Limited Partner’s interest in the Partnership into a General Partner interest, (ii) modify the limited liability of a Limited Partner in a manner adverse to such Limited Partner, (iii) alter rights of the Partner (other than as a result of the issuance of Partnership Interests) to receive distributions pursuant to Article 5 or Exhibit I or the allocations specified in Article 6 (except as permitted pursuant to Section 4.2 and Sections 5.4 and 5.5), (iv) alter or modify the provisions of Exhibit I in a manner adverse to such Partner; or (v) amend this Section 13.3, and

(b) The Partnership may not enter into any merger or consolidation or convert into any other form of business entity without the consent of each Partner affected thereby.

14. COVENANTS REGARDING LP EXCHANGEABLE UNITS.

14.1 COVENANTS OF THE COMPANY. For so long as any LP Exchangeable Units are outstanding, the Company:

(a) will not declare or pay any dividend on Common Stock unless the Partnership shall simultaneously declare or pay, as the case may be, an economically equivalent distribution on the LP Exchangeable Units and the Partnership shall have sufficient money or other assets available to enable the due distribution and the due and punctual payment, in accordance with applicable law, of any such distribution on the LP Exchangeable Units, all as provided in this Agreement;

(b) shall take all such other actions as are reasonably necessary, in cooperation with the Partnership, to ensure that the respective declaration date, record date and payment date for a distribution on the LP Exchangeable Units shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Common Stock;

(c) take all such actions as are reasonably necessary or desirable to enable and permit the Partnership, in accordance with applicable law, to pay and otherwise perform its obligations as set forth in the Exchangeable Unit Provisions, including, without limitation, all such actions as are necessary or desirable to enable and permit the Partnership to cause to be delivered Common Stock to the holders of LP Exchangeable Units in accordance with the provisions of the Exchangeable Unit Provisions; and

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(d) not exercise its control as the General Partner of the Partnership to initiate the voluntary liquidation, dissolution or winding up of the Partnership (or any other distribution of the assets of the Partnership among its Unitholders for the purpose of winding-up its affairs), nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of the Partnership or any other distribution of the assets of the Partnership among its Unitholders for the purpose of winding up its affairs.

Without limiting the foregoing, if the Partnership fails to make any distribution on the LP Exchangeable Units as provided in this Agreement, the Company shall be obligated to make such payment immediately and, if the Company does not make such payment, any LPE Partner may bring an action directly against the Company for the payment of all amounts due and payable. The provisions of this paragraph are intended by the Company and the LPE Partners to constitute a “full and unconditional” guarantee of the LP Exchangeable Units for purposes of Rule 3-10(h) of Regulation S-X promulgated under the federal securities laws.

14.2 RESERVATION OF COMMON STOCK. The Company hereby represents, warrants and covenants in favor of the Partnership that the Company has reserved for issuance and will, at all times while any LP Exchangeable Units are outstanding, keep available, free from pre-emptive and other rights, out of its authorized and unissued capital stock, such number of shares of Class B Common Stock (and shares of Class A Common Stock or other shares or securities into which such shares of Class B Common Stock are convertible) (or other shares or securities into which shares of Class B Common Stock may be reclassified or changed as contemplated by Section 14.5, without duplication, (a) as is equal to the sum of (i) the number of LP Exchangeable Units issued and outstanding from time to time and (b) as are now and may hereafter be required to enable and permit the Company to meet its obligations under the Voting and Exchange Trust Agreement and under any other security or commitment pursuant to which the Company may now or hereafter be required to issue shares of Class B Common Stock (or such other shares or securities) and to enable and permit the Partnership to meet its obligations hereunder and under the Exchangeable Unit Provisions.

14.3 CONTRIBUTION OF CLASS B COMMON STOCK TO THE PARTNERSHIP. In furtherance of its obligations under Section 14.1(c) hereof, upon notice from the Partnership of any event that requires the Partnership to cause shares of Class B Common Stock to be delivered to any holder of LP Exchangeable Units, the Company shall forthwith issue and deliver or cause to be delivered to the Partnership (or as the Partnership shall direct) the requisite number of shares of Class B Common Stock to be received by, and issued to or to the order of, the former holder of the surrendered LP Exchangeable Units. All such shares of Class B Common Stock shall be duly authorized and validly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance. The issuance and delivery of each such share of Class B Common Stock shall be deemed to constitute a capital contribution of such share to the Partnership, and the Partnership shall issue to the Company one GPL Unit in accordance with Section 3.3.

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14.4 REGISTRATION OF CLASS B COMMON STOCK. If any shares of Class B Common Stock (or other shares or securities into which shares of Class B Common Stock may be reclassified or changed as contemplated by Section 14.5 to be issued and delivered hereunder), require registration or qualification with or approval of or the filing of any document, including any prospectus or similar document or the taking of any proceeding with or the obtaining of any order, ruling or consent from any governmental or regulatory authority under any federal or state securities or other law or regulation or pursuant to the rules and regulations of any securities or other regulatory authority or the fulfillment of any other legal requirement before such shares (or such other shares or securities) may be issued by the Company and delivered by the Company at the direction or the Partnership, if applicable, to the holder of surrendered LP Exchangeable Units), the Company will in good faith expeditiously take all such actions and do all such things as are necessary or desirable to cause such shares of Class B Common Stock (or such other shares or securities) to be and remain duly registered, qualified or approved. The parties acknowledge that the foregoing does not require the Company to take action in order that the shares of Class B Common Stock (or such other shares or securities), or the shares of Class A Common Stock issuable on conversion thereof, may be freely traded thereafter, without further registration, qualification or approval.

14.5 ECONOMIC EQUIVALENCE. For so long as any LP Exchangeable Units are outstanding, the Company will not take any of the following actions:

(a) reclassify or otherwise change Class B Common Stock or effect a merger, reorganization or other transaction affecting shares of Class B Common Stock other than in accordance with Section 14.7;

(b) issue or distribute rights, options or warrants to the holders of all or substantially all of the outstanding shares of Common Stock entitling them to subscribe for or to purchase shares of Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of Common Stock);

(c) issue or distribute to the holders of all or substantially all of the outstanding Common Stock (i) shares or securities of the Company of any class other than Class A Common Stock or Class B Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire Common Stock); (ii) rights, options or warrants other than those referred to above; (iii) evidences of indebtedness of the Company; or (iv) assets of the Company;

(d) subdivide, redivide or change the number of outstanding shares of Common Stock into a greater number of shares of Common Stock; or

(e) reduce, combine, consolidate or change the number of outstanding shares of Common Stock into a lesser number of shares of Common Stock;

unless, in each case, the Partnership effects the same or an economically equivalent reclassification, change, issuance or distribution shall

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simultaneously be made to, or in the rights of the holders of, the LP Exchangeable Units. The General Partner shall determine, in good faith and in its reasonable business judgment, with assistance of such reputable and qualified financial advisors and/or such experts as the General Partner may require, economic equivalence and each such determination shall be conclusive and binding on the Company, as provided in the Exchangeable Unit Provisions.

The Company will ensure that the record date for any event referred to in this Section 14.5, or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the date on which such event is declared or announced by the Company (with contemporaneous notification thereof by the Company to the Partnership).

14.6 TENDER OFFERS. For so long as any LP Exchangeable Units are outstanding:

(a) No tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to the Common Stock (an “OFFER”) will be proposed or recommended by the Company or the Board of Directors or otherwise effected with the consent or approval of the Board of Directors unless the holders of LP Exchangeable Units participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of Common Stock, without discrimination. Without limiting the generality of the foregoing, except as may be required in order to permit the Board of Directors to fulfill its fiduciary duties under applicable law, neither the Company nor the Board of Directors will approve or recommend any Offer or take any action in furtherance of an Offer unless the holders of LP Exchangeable Units may participate in such Offer without being required to exchange LP Exchangeable Units.

(b) In the case of an Offer or an Exclusionary Offer, the Company will use its commercially reasonable efforts expeditiously and in good faith to put in place procedures, or to cause the Transfer Agent to put in place procedures, to enable holders of LP Exchangeable Units to participate in each such Offer without being required to exchange LP Exchangeable Units as against the Partnership (or, if so required, to ensure that any such exchange shall be conditional upon and shall only be effective if the Common Stock tendered or deposited under such Offer is purchased by the offeror).

14.7 MERGERS OR SIMILAR TRANSACTIONS. For so long as any LP Exchangeable Units are outstanding:

(a) No transaction or series of transactions (a “MERGER”) (whether by way of reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of the Company’s undertaking, property and assets would become the property of any other Person or, in the case of a merger, of the continuing entity resulting therefrom, will be proposed or recommended by the Company or the Board of Directors or otherwise effected with the consent or approval of the Board of Directors unless the holders of LP Exchangeable Units may participate in such Merger to the same extent and on an economically equivalent basis as the holders of shares of Common Stock, without discrimination. Without limiting the generality of the

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foregoing, except as may be required in order to permit the Board of Directors to fulfill its fiduciary duties under applicable law, neither the Company nor the Board of Directors will approve or recommend any Merger or take any action in furtherance of a Merger unless the holders of LP Exchangeable Units may participate in such Merger without being required to exchange LP Exchangeable Units for Class B Common Stock.

(b) In the case of a Merger, the Company will use its commercially reasonable efforts expeditiously and in good faith to put in place procedures, or to cause the Transfer Agent to put in place procedures, to enable holders of LP Exchangeable Units to participate in such Merger without being required to exchange LP Exchangeable Units for Class B Common Stock (or, if so required, to ensure that any such exchange shall be conditional upon and shall only be effective when the Merger is effective and the holders of Common Stock are entitled to receive the consideration payable upon consummation of the Merger).

(c) In addition to the provisions of Sections 14.7(a) and (b), if a Merger that is a tax-free reorganization under Section 368 of the Code (a “SECTION 368 TRANSACTION”) will be consummated when the Partnership is classified as a partnership for federal income tax purposes, then the Company will use its commercially reasonable efforts to structure the Merger so that:

(i) The Partnership continues to be a subsidiary of the Company or the Successor;

(ii) effective upon the consummation of the Merger, (x) each LP Exchangeable Unit is exchangeable for the securities and other consideration payable in the Merger with respect to a share of Class B Common Stock (or, if there is not then any Class B Common Stock outstanding, a share of Class A Common Stock), and (y) any consideration that is deemed to be a declared and unpaid distribution shall be distributed to holders of LP Exchangeable Units, all in accordance with Section 14.10 and Article 8 of the Exchangeable Unit Provisions;

(iii) the Successor complies with the provisions of Section 10.3(b); and

(iv) the Merger is on such terms and conditions so as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder.

14.8 COMPANY AS GENERAL PARTNER. Subject to Section 14.7, the Company covenants and agrees that, as long as any outstanding LP Exchangeable Units are owned by any Person other than the Company or any of its Affiliates, the Company will be and remain the General Partner or will own all of the capital stock of the General Partner.

14.9 FIRPTA STATUS. The Company covenants and agrees that it will take all reasonable steps within its control necessary to ensure that it will not become a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

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14.10 CHANGES IN CAPITAL OF THE COMPANY AND THE PARTNERSHIP. At all times after the occurrence of any event contemplated pursuant to Sections 14.5, 14.6 or 14.7 or otherwise, as a result of which the Class B Common Stock or any of the LP Exchangeable Units, or both, are in any way changed, this Agreement shall forthwith be amended and modified as necessary in order that it shall apply with full force and effect, to all new securities into which Class B Common Stock or the LP Exchangeable Units, or both, are so changed and the parties hereto shall execute and deliver an agreement in writing giving effect to and evidencing such necessary amendments and modifications.

14.11 WHOLLY-OWNED SUBSIDIARIES. Nothing herein shall be construed as preventing the merger of any wholly-owned direct or indirect subsidiary of the Company (other than the Partnership) with or into the Company or the winding-up, liquidation or dissolution of any wholly-owned direct or indirect subsidiary of the Company (other than the Partnership), provided that all of the assets of such subsidiary are transferred to the Company or another wholly-owned direct or indirect subsidiary of the Company, or any other distribution of the assets of any wholly-owned direct or indirect subsidiary of the Company among its stockholders.

15. MISCELLANEOUS.

15.1 ENTIRE AGREEMENT. This Agreement represents the entire agreement among the parties with respect to its subject matter and cannot be changed or terminated except as provided in Article 13.

15.2 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument.

15.3 APPLICABLE LAW. The Partnership is formed under, and this Agreement shall be governed by and construed in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed therein.

15.4 NOTICES. All notices and other communications under this Agreement shall be in writing and shall be considered given when delivered personally (including delivery or facsimile), mailed by registered mail (return receipt requested) or sent by overnight courier to the parties at the appropriate address set forth on Schedule A attached hereto or, as to the Company, as follows (or, as to any party, at such other address as such party may specify by notice pursuant to this provision):

If to the Company: Emergency Medical Services Corporation 6200 S. Syracuse Way Greenwood Village, CO 80111 Attention: General Counsel Fax: (303) 495-1466

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with a copy to: Kaye Scholer LLP 425 Park Avenue New York, New York 10022 Attention: Joel I. Greenberg and Lynn Toby Fisher Fax: (212) 836-8689

15.5 HEADINGS. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

15.6 INVALIDITY OF PROVISIONS. If any provision of this Agreement is invalid or unenforceable, such provision shall be deemed to be modified so as to constitute a provision conforming as nearly as possible to the original provision while still remaining valid and enforceable, and the balance of this Agreement shall remain in effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

GENERAL PARTNER:
EMSC, INC.
By:	/s/ Todd G. Zimmerman
Name:	Todd G. Zimmerman
Title:	Secretary
LIMITED PARTNERS:
ONEX PARTNERS LLC
By:	/s/ Donald F. West
Name:	Donald F. West
Title:	Director
By:	/s/ Robert M. Le Blanc
Name:	Robert M. Le Blanc
Title:	Director
ONEX US PRINCIPALS LP
By:	Onex American Holdings GP LLC, its General Partner
By:	/s/ Donald F. West
Name:	Donald F. West
Title:	Representative
By:	/s/ Robert M. Le Blanc
Name:	Robert M. Le Blanc
Title:	Representative
EMS EXECUTIVE INVESTCO LLC
By:	/s/ Donald F. West
Name:	Donald F. West
Title:	Director

[Signature Page to Amended and Restated Agreement of Limited Partnership of Emergency Medical Services L.P.]

ONEX EMSC CO-INVEST LP
By:	Onex Partners GP LP, its General Partner
By:	Onex Partners GP Inc., its General Partner
By:	/s/ Robert M. Le Blanc
Name:	Robert M. Le Blanc
Title:	President
By:	/s/ Anthony Munk
Name:	Anthony Munk
Title:	Vice President
ONEX PARTNERS LP
By:	Onex Partners GP LP, its General Partner
By:	Onex Partners GP Inc., its General Partner
By:	/s/ Robert M. Le Blanc
Name:	Robert M. Le Blanc
Title:	President
By:	/s/ Anthony Munk
Name:	Anthony Munk
Title:	Vice President

[Signature Page to Amended and Restated Agreement of Limited Partnership of Emergency Medical Services L.P.]

EXHIBIT I

TO

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

EMERGENCY MEDICAL SERVICES L.P.

PROVISIONS ATTACHING TO LP EXCHANGEABLE UNITS

ARTICLE 1

DEFINITIONS

“AGREEMENT” means the Amended and Restated Agreement of Limited Partnership of Emergency Medical Services L.P., as it may be amended, restated or supplemented from time to time.

“BUSINESS DAY” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are authorized or obligated by law or executive order to close.

“BOARD OF DIRECTORS” means the board of directors of the Company.

“CLASS A COMMON STOCK” means shares of the Company’s Class A common stock, par value $.01, and any shares into which such securities may be changed.

“CLASS B COMMON STOCK” means the shares of the Company’s Class B common stock, par value $0.01, and any shares into which such securities may be changed. From and after a Section 368 Transaction which complied with subparagraphs (i), (ii), (iii) and (iv) of Section 14.7(c) of the Agreement, “CLASS B COMMON STOCK” means the securities and other consideration payable in the Merger with respect to a share of Class B Common Stock (or, if there is not then any Class B Common Stock outstanding, a share of Class A Common Stock).

“COMMON STOCK” means the Class A Common Stock and the Class B Common Stock.

“CURRENT MARKET PRICE” means, in respect of a share of Common Stock on any date, the average of the closing bid and asked prices of Class A Common Stock during a period of 20 consecutive trading days ending not more than three trading days before such date on the NYSE, or, if the Class A Common Stock is not then listed on the NYSE, on such other stock exchange or automated quotation system on which the shares of Class A Common Stock is listed or quoted, as the case may be, as may be selected by the Board of Directors for such purpose; provided, however, that if, in the opinion of the Board of Directors, the public distribution or trading activity of the Class A Common Stock during such period does not create a market which reflects the fair market value of a share of Class A Common Stock, then the Current Market Price of a share of Common Stock shall be determined by the Board of Directors, in good faith and in its sole discretion, and provided further that any such selection, opinion or determination by the Board of Directors shall be conclusive and binding.

“DISTRIBUTION AMOUNT” means an amount equal to, and in satisfaction of, all declared and unpaid distributions on an LP Exchangeable Unit held by a holder on any distribution record date which occurred prior to the date of exchange of such LP Exchangeable Unit (whether upon liquidation, redemption or exchange).

“DIVIDEND DECLARATION DATE” means the date on which the Board of Directors declares any dividend on the Common Stock.

“EXCHANGE DATE” has the meaning set forth in Section 5.1(b) of these Exchangeable Unit Provisions.

“EXCHANGE PRICE” has the meaning set forth in Section 5.1 of these Exchangeable Unit Provisions.

“EXCHANGE REQUEST” has the meaning set forth in Section 5.1 of these Exchangeable Unit Provisions.

“EXCHANGED UNITS” has the meaning set forth in Section 5.1(a) of these Exchangeable Unit Provisions.

“GOVERNMENTAL ENTITY” means any (a) multinational, federal, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) any subdivision, agent, commission, board, or authority of any of the foregoing, or (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

“HOLDERS” means, when used with reference to the LP Exchangeable Units, the holders of LP Exchangeable Units shown from time to time in the register maintained by or on behalf of the Partnership in respect of the LP Exchangeable Units.

“LIQUIDATION AMOUNT” has the meaning set forth in Section 4.1 of these Exchangeable Unit Provisions.

“LIQUIDATION DATE” has the meaning set forth in Section 4.1 of these Exchangeable Unit Provisions.

“NYSE” means the New York Stock Exchange.

“REDEMPTION DATE” means the date, if any, established by the General Partner for the redemption by the Partnership of all but not less than all of the outstanding LP Exchangeable Units pursuant to Article 6 of these LP Exchangeable Unit Provisions, which date shall be no earlier than December __, 2045, unless there are outstanding fewer than 5% of the actual number of LP Exchangeable Units outstanding (other than LP Exchangeable Units held by the Company and its Affiliates) as of the Effective Time, as such number of Units may be adjusted as deemed appropriate by the General Partner to give effect to any subdivision or consolidation or combination of, or Unit distribution on, the LP Exchangeable Units, any issue or distribution of rights to acquire LP Exchangeable Units or securities exchangeable for or convertible into LP Exchangeable Units, any issue or distribution of other securities or rights or evidences of indebtedness or assets, or any other capital reorganization or other transaction affecting the LP Exchangeable Units), in which case the General Partner may accelerate such redemption date for the LP Exchangeable Units to such date prior to December __, 2045, as it may determine, upon at least 90 days’ prior written notice to the holders of the LP Exchangeable Units and the Trustee.

“TRANSFER AGENT” means the General Partner or such other Person as may from time to time be appointed by the Partnership as the registrar and transfer agent for the LP Exchangeable Units.

“TRUSTEE” means Onex Corporation or such other trustee chosen by a majority of the holders of the LP Exchangeable Units and the Company, acting reasonably, to act as trustee under the Voting and Exchange Trust Agreement, and any successor trustee appointed under the Voting and Exchange Trust Agreement.

“VOTING AND EXCHANGE TRUST AGREEMENT” means the Voting and Exchange Trust Agreement, dated as of                          , 2005, among the Company, the Partnership and the Trustee.

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Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Agreement.

ARTICLE 2

DISTRIBUTIONS

2.1 AMOUNT OF DISTRIBUTIONS

Without limiting the provisions of Article 5 of the Agreement, a holder of an LP Exchangeable Unit shall be entitled to receive, and the General Partner shall, subject to applicable law, on each Dividend Declaration Date, declare a distribution on each LP Exchangeable Unit:

(a) in the case of a cash dividend declared on the Common Stock, in an amount in cash for each LP Exchangeable Unit equal to the cash dividend declared on each share of Common Stock;

(b) in the case of a stock dividend declared on the Common Stock to be paid in shares of Common Stock, by the issue or transfer by the Partnership of such number of LP Exchangeable Units for each LP Exchangeable Unit as is equal to the number of shares of Common Stock to be paid on each share of Common Stock, unless in lieu of such Unit distribution the Partnership elects to effect a corresponding and contemporaneous and economically equivalent (as determined by the General Partner in accordance with Section 2.5) subdivision of the outstanding LP Exchangeable Units; or

(c) in the case of a dividend declared on Common Stock in property other than cash or shares of Common Stock, in such type and amount of property for each LP Exchangeable Unit as is the same as or economically equivalent to (to be determined by the General Partner as contemplated by Section 2.6) the type and amount of property declared as a dividend on each share of Common Stock.

Such distributions shall be paid out of money, assets or property of the Partnership properly applicable to the payment of distributions, or with Units representing limited partnership interests in the Partnership, as applicable. The holders of the LP Exchangeable Units shall not be entitled to any distributions other than or in excess of the distributions referred to in this Section 2.1.

2.2 PAYMENT OF DISTRIBUTIONS

The payment of any distribution contemplated by Section 2.1 shall be made in the same manner as the corresponding dividend to be paid on the Common Stock.

2.3 RECORD DATE

The record date for the determination of the holders of LP Exchangeable Units entitled to receive payment of, and the payment date for, any distribution declared on the LP Exchangeable Units under Section 2.1 shall be the same dates as the record date and payment date, respectively, for the dividend declared on Common Stock.

2.4 ADDITIONAL DISTRIBUTIONS

If on any payment date for any distributions declared on the LP Exchangeable Units under Section 2.1 the distributions are not paid in full on all of the LP Exchangeable Units then outstanding, any such distributions that remain unpaid shall be paid on a subsequent date or dates determined by the General Partner on which the Partnership shall have sufficient funds, assets or property properly applicable to the payment of such distributions.

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ARTICLE 3

CERTAIN RESTRICTIONS

So long as any of the LP Exchangeable Units are outstanding, the Partnership shall not issue any LP Exchangeable Units or any other Units of the Partnership ranking equally with, or superior to with respect to the payment of distributions or on any liquidation distribution, the LP Exchangeable Units other than (a) by way of Unit distributions to the holders of such LP Exchangeable Units and (b) the issuance of GPL Units to the General Partner pursuant to Section 3.3 of the Agreement.

ARTICLE 4

DISTRIBUTION ON LIQUIDATION

4.1 AMOUNT OF DISTRIBUTION

In the event of the liquidation, dissolution or winding-up of the Partnership or any other distribution of the assets of the Partnership among its Unitholders for the purpose of winding up its affairs, a holder of LP Exchangeable Units shall be entitled, subject to applicable law, to receive from the assets of the Partnership in respect of each LP Exchangeable Unit held by such holder on the effective date (the “LIQUIDATION DATE”) of such liquidation, dissolution or winding-up, an amount per Unit (the “LIQUIDATION AMOUNT”) equal to the sum of (i) one share of Class B Common Stock plus (ii) an amount equal to all declared and unpaid distributions on each such LP Exchangeable Unit held by such holder on any distribution record date which occurred prior to the Liquidation Date.

4.2 DELIVERY OF DISTRIBUTION

On or promptly after the Liquidation Date, the Partnership shall automatically, and without any action on the part of the holders of LP Exchangeable Units, deliver or cause to be delivered to the holders of the LP Exchangeable Units the Liquidation Amount for each such LP Exchangeable Unit. Payment of the total Liquidation Amount for such LP Exchangeable Units shall be made by delivering to each holder, at the address of the holder recorded in the register of the Partnership for the LP Exchangeable Units or by holding for pick-up by the holder at the principal executive office of the Company on behalf of the Partnership, certificates representing shares of Class B Common Stock (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance) and a check for the balance, if any, of the total Liquidation Amount (less any amounts withheld pursuant to Article 9). On and after the Liquidation Date, the holders of the LP Exchangeable Units shall cease to be holders of such LP Exchangeable Units and shall not be entitled to exercise any of the rights of holders in respect such LP Exchangeable Units, other than the right to receive their proportionate part of the total Liquidation Amount in accordance with the foregoing provisions.

4.3 NO ADDITIONAL DISTRIBUTIONS

After the Partnership has satisfied its obligations to pay the holders of the LP Exchangeable Units the Liquidation Amount per LP Exchangeable Unit pursuant to Sections 4.1 and 4.2 of these Exchangeable Unit Provisions, such holders shall not be entitled to share in any further distribution of the assets of the Partnership.

ARTICLE 5

EXCHANGE OF LP EXCHANGEABLE UNITS

5.1 EXCHANGE PRICE

A holder of LP Exchangeable Units shall be entitled at any time, and otherwise upon compliance with the provisions of this Article 5, to require the Partnership to exchange any or all of the LP Exchangeable Units registered in the name of such holder for (i) one share of Class B Common Stock for each LP Exchangeable Unit presented and surrendered by the holder, plus (ii) on the designated

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payment date therefor, the full amount of all declared and unpaid distributions on any such LP Exchangeable Unit held by such holder on any distribution record date which occurred prior to the Exchange Date (together, the “EXCHANGE PRICE”). To effect such exchange, the holder shall provide written notice to the Partnership of such holder’s desire to have the Partnership exchange same (the “EXCHANGE REQUEST”) in the form of Schedule I hereto or in such other form as may be acceptable to the Partnership:

(a) specifying that the holder desires to have all or any number specified therein of the LP Exchangeable Units (the “EXCHANGED UNITS”) exchanged by the Partnership; and

(b) stating the Business Day on which the holder desires to have the Partnership exchange the Exchanged Units (the “EXCHANGE DATE”), provided, that the Exchange Date shall be not less than two Business Days nor more than ten Business Days after the date on which the Exchange Request is received by the Partnership, and, further provided, that, in the event that no such Business Day is specified by the holder in the Exchange Request, the Exchange Date shall be deemed to be the 10th Business Day after the date on which the Exchange Request is received by the Partnership.

Notwithstanding the provisions of clause (b), in the event of an Offer or a Merger, the Partnership will use its commercially reasonable efforts, expeditiously and in good faith, to put in place procedures to ensure that, if holders of LP Exchangeable Units are required to exchange such LP Exchangeable Units to participate in the Offer or Merger, that any such exchange shall be conditional upon, and shall only be effective if, the shares of Class B Common Stock tendered or deposited under such Offer are purchased by the Offeror or the holders thereof are entitled to receive the consideration payable upon consummation of the Merger, as applicable.

5.2 EFFECTIVE TIME

Upon receipt by the Partnership in the manner specified in Section 5.1 of an Exchange Request, and provided that the Exchange Request is not revoked by the holder in the manner specified in Section 5.6, the Partnership shall exchange the Exchanged Units effective at the close of business on the Exchange Date and shall deliver or cause to be delivered to such holder the total Exchange Price less any amount withheld pursuant to Article 9. If the Exchange Date is a record date for a dividend on the Common Stock, and therefore a record date for a distribution on the Exchanged Units, the Partnership shall effect the exchange in a manner so that such distribution is made with respect to the Exchanged Units and that no dividend shall be payable on the corresponding Common Stock.

5.3 DELIVERY OF CLASS B COMMON STOCK

The Partnership shall deliver or cause the Transfer Agent to deliver to the relevant holder, at the address of the holder recorded in the register of the Partnership for the LP Exchangeable Units or at the address specified in the holder’s Exchange Request, or by holding for pick-up by the holder at the principal executive office of the Company or at any office of the Transfer Agent as may be specified by the Partnership by notice to the holders of LP Exchangeable Units, certificates representing the shares of Class B Common Stock (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance) registered in the name of the holder or in such other name as the holder may request, and, if applicable and on or before the payment date therefor, a check representing the aggregate Distribution Amount, in payment of the total Exchange Price, in each case, less any amounts withheld pursuant to Article 9, and such delivery of such certificates and check on behalf of the Partnership or by the Transfer Agent shall be deemed to be payment of and shall satisfy and discharge all liability for the total Exchange Price, to the extent that the same is represented by such share certificates and check (plus any tax deducted and withheld therefrom and remitted to the proper tax authority).

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5.4 TERMINATION OF RIGHTS

On and after the close of business on the Exchange Date, the holder of the Exchanged Units shall cease to be a holder of such Exchanged Units and shall not be entitled to exercise any of the rights of a holder in respect to such Exchanged Units, other than the right to receive the total Exchange Price (and the payment of any Distribution Amount as and when such amount is payable). On and after the close of business on the Exchange Date, provided that payment of the total Exchange Price and the Distribution Amount has been made in accordance with the foregoing provisions, the holder of the Exchanged Units so redeemed by the Partnership shall thereafter be considered and deemed for all purposes to be a holder of the shares of Class B Common Stock delivered to it.

5.5 WITHDRAWAL OF EXCHANGE REQUEST

A holder of Exchanged Units may, by notice in writing given by the holder to the Partnership before the close of business on the Business Day immediately preceding the Exchange Date, withdraw its Exchange Request, in which event such Exchange Request shall be null and void.

ARTICLE 6

REDEMPTION OF LP EXCHANGEABLE UNITS BY THE PARTNERSHIP

6.1 REDEMPTION

Subject to applicable law, on the Redemption Date the Partnership shall redeem all but not less than all of the then outstanding LP Exchangeable Units for an amount per Unit equal to the Exchange Price.

6.2 NOTICE OF REDEMPTION

In any case of a redemption of LP Exchangeable Units under this Article 6, the Partnership shall, at least 60 days before the Redemption Date, send or cause to be sent to each holder of LP Exchangeable Units a notice in writing of the redemption by the Partnership.

6.3 DELIVERY OF REDEMPTION PRICE

On or after the Redemption Date, the Partnership shall automatically, and without any action on the part of the holders of the LP Exchangeable Units, deliver or cause to be delivered to the holders of the LP Exchangeable Units to be redeemed, the Exchange Price for each such LP Exchangeable Unit. Payment of the total Exchange Price for such LP Exchangeable Units shall be made by delivery to each holder, at the address of the holder recorded in the register of the Partnership or by holding for pick-up by the holder at the principal executive office of the Company, on behalf of the Partnership, of certificates representing shares of Class B Common Stock (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance) and, if applicable and on or before the payment date therefor, a check in payment of any Distribution Amount, in each case, less any amounts withheld pursuant to Article 9. On and after the Redemption Date, the holders of the LP Exchangeable Units called for redemption shall cease to be holders of such LP Exchangeable Units and shall not be entitled to exercise any of the rights of holders in respect to such LP Exchangeable Units, other than the right to receive their total Exchange Price and unless payment of the total Exchange Price for such LP Exchangeable Units shall not be made in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Exchange Price has been paid in the manner provided above.

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ARTICLE 7

[INTENTIONALLY OMITTED]

ARTICLE 8

PROVISIONS IN RESPECT OF CERTAIN MERGERS

If the Company, at any time after the Effective Time, consummates a Section 368 Transaction whereby all or substantially all of its undertaking, property and assets would become property of the continuing corporation or other entity resulting therefrom (such other Person or continuing corporation (or, in the event of a merger or similar transaction pursuant to which holders of Common Stock are entitled to receive shares or other ownership interest in the capital of any corporation or other legal entity other than such other Person or continuing corporation, then such corporation or other legal entity in which holders of shares in the capital of the Company are entitled to receive an interest) is herein called the “SUCCESSOR”) then, provided that the Successor is bound, or has agreed to be bound, by the provisions of the Voting and Exchange Trust Agreement and to assume the obligations of the Company thereunder to the satisfaction of the General Partner, all references in these Exchangeable Unit Provisions and the Agreement:

(a) to the Common Stock shall be deemed to be references to the securities of the Successor which has assumed the obligations of the Company,

(b) to declared and unpaid distributions on an LP Exchangeable Unit shall include the amount of any consideration other than the securities of the Successor payable in respect of one share of Common Stock in such transaction, with a distribution date that is the date such consideration is paid to holders of Common Stock, and

(c) to the Company shall be to the Successor,

in each case without amendment to these Exchangeable Unit Provisions or the Agreement or any further action whatsoever. For greater certainty, if a transaction described in this Article 8 results in holders of LP Exchangeable Units being entitled to exchange their LP Exchangeable Units for shares of a Successor in a different ratio than that set out in these Exchangeable Unit Provisions, then these Exchangeable Unit Provisions shall be deemed to be amended to refer to such different ratio(s).

ARTICLE 9

WITHHOLDING RIGHTS

The Partnership, the Company and the Transfer Agent (in each case, the “PAYER”) shall be entitled to deduct and withhold from any distribution or consideration otherwise payable to any holder of LP Exchangeable Units (“PAYEE”) such amounts as the Payer is required to deduct and withhold with respect to such payment under the United States Internal Revenue Code of 1986 or any provision of state, local or foreign tax law, in each case, as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to Payee in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or entitled to be deducted or withheld from any payment to a Payee exceeds the cash portion of the consideration otherwise payable to the Payee, the Payer is hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to the Payer to enable it to comply with such deduction or withholding requirement or entitlement and the Payer shall notify the holder thereof and remit any unapplied balance of the net proceeds of such sale, provided however that nothing in this Article 9 shall reduce the Partnership’s obligations under Section 2.2.

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ARTICLE 10

DELIVERY OF FORMS

The Partnership shall be entitled to require any holder of an LP Exchangeable Unit to deliver to the Partnership an Internal Revenue Service Form W-8BEN (or other applicable W-8 form), or any subsequent versions thereof or successors thereto, properly completed and duly executed by such holder claiming eligibility for a reduced rate of or exemption from withholding on dividends under the income tax treaty between the United States and Canada, or any successor treaty.

ARTICLE 11

CONVERSION OF LP EXCHANGEABLE UNITS

11.1 DEFINITIONS

As used in this Article 11, the following terms have the following meaning:

(a) “CONVERSION PERIOD” means the period of time commencing on the eighth day after the Offer Date and terminating on the Expiration Date;

(b) “CONVERTED UNITS” means shares of Class A Common Stock resulting from the exchange of LP Exchangeable Units into shares of Class A Common Stock pursuant to Section 11.2;

(c) “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated form time to time thereunder;

(d) “EXCLUSIONARY OFFER” means an offer to purchase shares of Class A Common Stock that:

(i) must, by reason of applicable securities laws (including Rule 14d-10 under the Exchange Act or any successor provisions) or the requirements of a stock exchange on which shares of Class A Common Stock are listed, be open to all or substantially all holders of shares of Class A Common Stock; and

(ii) is not made concurrently with a Qualifying Class B Offer, and for the purposes of this definition, the varying of any term of the offer for shares of Class A Common Stock shall be deemed to constitute the making of a new offer unless an identical variation concurrently is made to the corresponding offer to purchase shares of Class B Common Stock or shares of Class B Common Stock and LP Exchangeable Units;

(e) “EXPIRATION DATE” means the last date upon which holders of shares of Class A Common Stock may accept an Exclusionary Offer;

(f) “OFFER DATE” means the date on which an Exclusionary Offer is made;

(g) “OFFEROR” means a Person that makes an offer to purchase shares of Class A Common Stock (the “BIDDER”), and includes any associate or affiliate of the bidder or any person or company that is disclosed or required to be disclosed in the offering document relating to such offer to be acting jointly or in concert with the bidder;

(h) “QUALIFYING CLASS B OFFER” means an offer to purchase shares of Class B Common Stock and LP Exchangeable Units that is identical to a concurrent offer to purchase shares of Class A Common Stock in terms of price per share and percentage of outstanding shares to be purchased (exclusive of shares owned immediately prior to the offer to the Offeror) and in all other respects (except with respect to the conditions that may be attached to the offer for shares of Class A Common Stock), and having no conditions thereto other than the right not to purchase and pay for shares of Class B Common Stock or

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Class B Common Stock and LP Exchangeable Units tendered if no shares of Class A Common Stock are purchased pursuant to the offer for shares of Class A Common Stock; and

(i) “TRANSFER AGENT” means the transfer agent from time to time for the shares of LP Exchangeable Units.

11.2 CLASS A EXCHANGE RIGHTS

Subject to Section 11.5, if an Exclusionary Offer is made, each outstanding LP Exchangeable Unit shall be exchangeable for one share of Class A Common Stock at the option of the holder thereof during the Conversion Period. The exchange right provided for in this Section 11.2 shall be exercised by notice in writing given to the Transfer Agent, and such notice shall be executed by the Person registered on the books of the Partnership as the holder of the LP Exchangeable Units and shall specify the number of LP Exchangeable Units which the holder desires to have exchanged. The holder shall pay any governmental or other tax imposed on or in respect of such exchange. Upon receipt by the Transfer Agent of such notice, the Partnership shall issue or cause to be issued a share certificate representing fully-paid shares of Class A Common Stock as prescribed above and in accordance with Section 11.4.

11.3 NOTICE OF ELECTION

An election by a holder of LP Exchangeable Units to exercise the exchange right provided for in Section 11.2 shall not be valid unless accompanied by (i) an Exchange Request as provided in Section 5.1 requesting the Partnership to exchange the holder’s Converted Units; and (ii) irrevocable elections by such holder (A) to tender Class A Common Stock represented by the Converted Units into the Exclusionary Offer (subject to such holder’s right to subsequently withdraw the shares from the offer in accordance with the terms thereof and applicable law); and (B) in respect of any shares as to which such holder exercises his or its right of withdrawal from the Exclusionary Offer or which are not otherwise ultimately purchased under the Exclusionary Offer, to have such Converted Units deemed to have been converted back into LP Exchangeable Units; and (C) to appoint the Transfer Agent or the transfer agent of the Company, as the case may be, as agent of such holder for the purpose of holding and tendering certificates representing such shares of Class A Common Stock represented by the Converted Units in accordance with Section 11.4. In the case of an Exclusionary Offer for shares of Class A Common Stock only, the holder of LP Exchangeable Units shall send a copy of the foregoing to the transfer agent of the Company. Any such election shall provide that the conversion of Converted Units back into LP Exchangeable Units pursuant to such election in respect of which the holder exercises his or its right of withdrawal from the Exclusionary Offer shall become effective at the time such right of withdrawal is exercised. If the right of withdrawal is not exercised, any conversion into LP Exchangeable Units pursuant to such election shall become effective:

(a) in respect of an Exclusionary Offer which is completed, immediately following the time by which the Offeror is required under applicable securities laws to purchase and pay for all shares to be acquired by the Offeror under the Exclusionary Offer; and

(b) in respect of an Exclusionary Offer which is abandoned or withdrawn, at the time at which the Exclusionary Offer is abandoned or withdrawn.

11.4 DELIVERY OF CONSIDERATION OR CERTIFICATES

No stock certificates representing shares of Class A Common Stock corresponding to the Converted Units shall be delivered to or to the order of the holders of the shares before such shares are tendered into the Exclusionary Offer; the Transfer Agent or the transfer agent of the Company, on behalf of the holders of the Converted Units, shall tender pursuant to the Exclusionary Offer pursuant to the notice described in Section 11.3(ii)(C) a certificate or certificates representing shares of Class A Common Stock corresponding to the Converted Units. Upon completion of the Exclusionary Offer, the Transfer Agent shall deliver or cause to be delivered to the holders entitled thereto all consideration paid by the

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Offeror pursuant to the Exclusionary Offer in respect of shares of Class A Common Stock corresponding to the Converted Units. If Converted Units are converted into LP Exchangeable Units in accordance with the election required in Section 11.3, the Transfer Agent shall record in the Partnership Unit register the LP Exchangeable Units resulting from the conversion. The Partnership shall make all arrangements with the Transfer Agent necessary or desirable to give effect to this Section 11.4.

11.5 EFFECTIVENESS OF CONVERSION

The Partnership and the Transfer Agent will use their commercially reasonable efforts expeditiously and in good faith to put in place procedures or to cause the Transfer Agent to put in place procedures to ensure, that if a holder elects to exercise the conversion right in Section 11.2 and an exchange and conversion of the Converted Units pursuant to Section 11.3 is required to participate in the Exclusionary Offer, that any such exchange and conversion shall be conditional upon and shall only be effective if the Class A Common Stock tendered or deposited under such Offer are purchased by the Offeror.

ARTICLE 12

NO FRACTIONAL SHARES

A holder of LP Exchangeable Units shall not be entitled to any fraction of a share of Class B Common Stock or Class A Common Stock upon the liquidation, exchange or redemption of such holder’s LP Exchangeable Units pursuant to Article 4, 5 or 6 or upon a conversion of such holder’s LP Exchangeable Units pursuant to Article 11, and no certificates representing any such fractional interest shall be issued, and such holder otherwise entitled to a fractional interest will receive for such fractional interest from the Partnership on the designated payment date a cash payment equal to such fractional interest multiplied by the Current Market Price.

* * *

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SCHEDULE I

TO APPENDIX I

EXCHANGE REQUEST

To Emergency Medical Services L.P. (“THE PARTNERSHIP”):

This notice is given pursuant to Article 5 or 6 of the provisions (the “EXCHANGEABLE UNIT PROVISIONS”) attaching to the LP Exchangeable Units of the Partnership represented by this certificate and all capitalized words and expressions used in this notice that are defined in the Exchangeable Unit Provisions have the meanings ascribed to such words and expressions in such Exchangeable Unit Provisions.

The undersigned hereby notifies the Partnership that the undersigned desires to have the Partnership exchange or redeem in accordance with Article 5 or 6 of the Exchangeable Unit Provisions:

all LP Exchangeable Units owned by the undersigned; or

                         LP Exchangeable Units owned by the undersigned.

The undersigned hereby notifies the Partnership that the Exchange Date shall be                         

NOTE: The Exchange Date must be a Business Day and must not be less than two Business Days nor more than 10 Business Days after the date upon which this notice is received by the Partnership. If no such Business Day is specified above, the Exchange Date shall be deemed to be the 10th Business Day after the date on which this notice is received by the Partnership.

This Exchange Request may be revoked and withdrawn by the undersigned only by notice in writing given to the Partnership at any time before the close of business on the Business Day immediately preceding the Exchange Date.

The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Partnership is unable to redeem all Exchanged Units, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Trust Agreement) so as to require the Company to purchase the unredeemed Exchanged Units.

The undersigned hereby represents and warrants to the Partnership that the undersigned has good and valid title to the LP Exchangeable Units to be acquired by the Partnership, free and clear of all liens, claims and encumbrances.

(Date) (Signature of Unitholder)

• Please check box if the securities and any check(s) resulting from the exchange of the Exchanged Units are to be held for pick-up by the Unitholder from the Transfer Agent, failing which the securities and any check(s) will be mailed to the last address of the Unitholder as it appears on the register.

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NOTE: This panel must be completed and this notice, together with such additional documents as the Transfer Agent may require, must be deposited with the Transfer Agent. The securities and any check(s) resulting from the Exchange of the Exchanged Units will be issued and registered in, and made payable to, respectively, the name of the Unitholder as it appears on the register of the Partnership and the securities and any check(s) resulting from such Exchange will be delivered to such Unitholder as indicated above, unless the form appearing immediately below is duly completed.

If this Exchange Request is for less than all of the LP Exchangeable Units owned by the signatory hereto, the the Partnership Unit register shall reflect such Unitholders ownership of its remaining LP Exchangeable Units.

Date:                                     

Name of Person in Whose Name Securities or Check(s) Are to be Registered, Issued or Delivered (please print):                                            

Signature of Unitholder:                                                                                                                                                                                                                       

Address:                                                                                                                                                                                                                                                      

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As of December 21, 2005

Schedule A

Partners and Outstanding Units

Partner	Numbers of Units/Class
	Effective Time	Upon Consummation of Company’s Initial Public Offering*
Emergency Medical Services Corporation, General Partner 6200 S. Syracuse Way - Suite 200 Greenwood village, CO 80111-4737	30 GP Units	45 GP Units
Emergency Medical Services Corporation, Limited Partner 6200 S. Syracuse Way - Suite 200 Greenwood village, CO 80111-4737	860,580 GPL Units	9,390,870 GPL Units
Onex Partners LP, Limited Partner 712 5th Avenue 40th Floor New York, NY 10019	11,484,482 LP Exchangeable Units	17,226,723 LP Exchangeable Units
Onex Partners LLC 421 Leader Street Marion, OH 43302	7,404,616 LP Exchangeable Units	11,106,924 LP Exchangeable Units
Onex EMSC Co-Invest LP 712 5th Avenue 40th Floor New York, NY 10019	1,896,570 LP Exchangeable Units	2,844,855 LP Exchangeable Units
EMS Executive Investco LLC, Limited Partner 421 Leader St. Marion, OH 43302	426,433 LP Exchangeable Units	639,649 LP Exchangeable Units
Onex US Principals LP, Limited Partner 421 Leader Street Marion, OH 43302	192,900 LP Exchangeable Units	289,349 LP Exchangeable Units

* Gives effect to the 1.5-for-1 stock split effected immediately prior to the closing of the Company’s initial public offering.

EX-4.11

Exhibit 4.11

VOTING AND EXCHANGE TRUST AGREEMENT

Voting and Exchange Trust Agreement (this “Agreement”), dated as of December 20, 2005, among Emergency Medical Services Corporation, a Delaware corporation (the “Company”), Emergency Medical Services L.P., a Delaware limited partnership (“EMS LP”), and Onex Corporation, a corporation existing under the laws of Canada (the “Trustee”).

EMS LP is effecting a reorganization pursuant to which, among other things, class A units representing limited partnership interests in EMS LP will be designated “LP Exchangeable Units”, exchangeable at the option of the holder for shares of the class B common stock of the Company.

The parties desire to enter into this Agreement so that, by providing instructions to the Trustee, the holders of the LP Exchangeable Units will be able to exercise essentially the same voting rights with respect to the Company as they would have if they exchanged the LP Exchangeable Units for shares of Class B Common Stock.

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE 1.

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, the following terms shall have the following meanings:

“Agreement” has the meaning set forth in the recitals.

“Agreement of Limited Partnership” means the Agreement of Limited Partnership, dated as of February 10, 2005, as amended and restated on December 20, 2005, among EMSC, Inc. (f/k/a Emergency Medical Services Corporation) and the Persons listed on Schedule A thereto.

“Automatic Exchange Rights” means the benefit of the obligation of the Company to effect the automatic exchange of LP Exchangeable Units for shares of Class B Common Stock pursuant to Section 5.12.

“Beneficiaries” means the registered holders from time to time of LP Exchangeable Units.

“Beneficiary Votes” has the meaning set forth in Section 4.2.

“Class B Special Voting Share” means the one share of Class B Special Voting Stock of the Company, par value $0.01, which entitles the holder of record to the number of votes per share attaching to one share of Class B Common Stock for each one LP Exchangeable Unit outstanding from time to time, which share is to be issued to, deposited with, and voted by, the Trustee as described herein.

“Company” has the meaning set forth in the recitals.

“Conversion Notice” has the meaning set forth in Section 4.5(b).

“EMS LP” has the meaning set forth in the recitals.

“Exchange Right” has the meaning set forth in Section 5.1.

“Exchanged Units” has the meaning set forth in Section 5.7.

“Indemnified Parties” has the meaning set forth in Section 9.1.

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“Insolvency Event” means the institution by EMS LP of any proceeding to be adjudicated a bankrupt or insolvent or to be wound up, or the consent of EMS LP to the institution of bankruptcy, insolvency or winding-up proceedings against it, or the filing of a petition, answer or consent seeking dissolution or winding-up under any bankruptcy, insolvency or analogous laws, including without limitation the U.S. Bankruptcy Code, and the failure by EMS LP to contest in good faith any such proceedings commenced in respect of EMS LP within 30 days of becoming aware thereof, or the consent by EMS LP to the filing of any such petition or to the appointment of a receiver, or the making by EMS LP of a general assignment for the benefit of creditors, or the admission in writing by EMS LP of its inability to pay its debts generally as they become due, or EMS LP not being permitted, pursuant to solvency requirements of applicable law, to redeem any Exchanged Units pursuant to Section 5.5 of the Exchangeable Unit Provisions.

“Liquidation Event” has the meaning set forth in Section 5.12(b).

“Liquidation Event Effective Date” has the meaning set forth in Section 5.12(c).

“List” has the meaning set forth in Section 4.6.

“Officer’s Certificate” means, with respect to the Company or EMS LP, as the case may be, a certificate signed by any officer or director of the Company or of the general partner of EMS LP, as the case may be.

“Stockholder Consent” has the meaning set forth in Section 4.2.

“Stockholder Meeting” has the meaning set forth in Section 4.2.

“Trust Estate” means the Class B Special Voting Share, any other securities, the Exchange Right, the Automatic Exchange Rights and any money or other property which may be held by the Trustee from time to time pursuant to this Agreement.

“Trustee” means the Onex Corporation and, subject to the provisions of Article 10, includes any successor trustee.

“Voting Rights” means the voting rights attached to the Class B Special Voting Share.

Capitalized terms used herein and not defined shall have the respective meanings set forth in the Agreement of Limited Partnership, including Exhibit I thereto.

ARTICLE 2.

PURPOSE OF AGREEMENT

The purpose of this Agreement is to create the Trust for the benefit of the Beneficiaries, as herein provided. The Company hereby issues to, deposits with, and transfers to the Trustee, the Class B Special Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries and in accordance with the provisions of this Agreement. The Trustee will (a) hold and administer the assets of the Trust, comprised of the Class B Special Voting Share, in order to enable the Trustee to exercise the Voting Rights and (b) hold the Exchange Right and the Automatic Exchange Rights in order to enable the Trustee to exercise such rights, in each case as trustee for and on behalf of the Beneficiaries as provided in this Agreement.

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ARTICLE 3.

CLASS B SPECIAL VOTING SHARE

3.1 Issue and Ownership of the Class B Special Voting Share

The Company hereby acknowledges receipt from the Trustee, as trustee for and on behalf of the Beneficiaries, of $1.00 and other good and valuable consideration in exchange for the issuance of the Class B Special Voting Share by the Company to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall have control and the exclusive administration of the Class B Special Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Class B Special Voting Share, provided that the Trustee shall:

(a) hold the Class B Special Voting Share and the all rights related thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and

(b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Class B Special Voting Share and the Class B Special Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.

3.2 Beneficiary Notification

EMS LP will notify each Beneficiary of its right to instruct the Trustee with respect to the exercise of the Voting Rights in respect of the LP Exchangeable Units of each Beneficiary.

ARTICLE 4.

EXERCISE OF VOTING RIGHTS

4.1 Voting Rights

The Trustee, as the holder of record of the Class B Special Voting Share, shall be entitled to all of the Voting Rights, including the right to vote in person or by proxy the Class B Special Voting Share on any matters, questions, proposals or propositions whatsoever that may properly come before the stockholders of the Company at a Stockholder Meeting or in connection with a Stockholder Consent. Subject to Section 7.13, the Voting Rights shall be and remain vested in and exercised by the Trustee as follows:

(a) the Trustee shall exercise the Voting Rights only on the basis of instructions received pursuant to this Article 4 from Beneficiaries entitled to instruct the Trustee as to the voting thereof at the time at which the Stockholder Meeting is held or a Stockholder Consent is sought; and

(b) to the extent that no instructions are received from a Beneficiary with respect to the Voting Rights to which such Beneficiary is entitled, the Trustee shall not exercise or permit the exercise of such Voting Rights.

4.2 Number of Votes

With respect to all meetings of stockholders of the Company at which holders of Class B Common Stock are or, if outstanding, would be entitled to vote (each, a “Stockholder Meeting”) and with respect to all written consents sought by the Company from its stockholders, including the holders of Class B Common Stock (each, a “Stockholder Consent”), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise, in the manner instructed, that number of votes comprised in the Voting Rights for each LP Exchangeable Unit which is equal to that number of votes which would attach to the Class B Common Stock receivable upon the exchange of the LP Exchangeable Units (i) corresponding to such Class B Special Voting Share and (ii) owned of record by such Beneficiary on the record date

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established by the Company or by applicable law for such Stockholder Meeting or Stockholder Consent, as the case may be (the “Beneficiary Votes”), in respect of each matter to be voted on at such Stockholder Meeting or in connection with such Stockholder Consent. In the case only of a vote of Class B Common Stock, voting separately as a class, the Trustee shall only exercise Voting Rights with respect to the Class B Special Voting Share corresponding in that event to the Class B Common Stock, and each Beneficiary shall be entitled to instruct the Trustee to cast and exercise on such class vote that number of votes comprised in the Voting Rights which is equal to the number of LP Exchangeable Units owned of record by such Beneficiary.

4.3 Notices to Beneficiaries

With respect to notices and other communications in connection with each Stockholder Meeting and Stockholder Consent, the Trustee will use its reasonable efforts to mail or cause to be mailed promptly (or otherwise communicate in the same manner as the Company utilizes in communication to stockholders of the Company and provided such manner of communication is reasonably available to the Trustee) to each of the Beneficiaries named in the List referred to in Section 4.6, such notice or other communication regarding any notice or other communication the Trustee receives from the Company to its stockholders, together with:

(a) a copy of such notice received by the Trustee and any related materials, including without limitation, any proxy or information statement, to be provided to stockholders of the Company;

(b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Stockholder Meeting or Stockholder Consent or, pursuant to Section 4.7, to attend such Stockholder Meeting and to exercise personally the Beneficiary Votes;

(c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give:

(i) a proxy to such Beneficiary or his designee to exercise personally the Beneficiary Votes; or

(ii) a proxy to a designated agent or other representative of the management of the Company to exercise such Beneficiary Votes;

(d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised;

(e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and

(f) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Stockholder Meeting shall not be later than the close of business on the second Business Day prior to such meeting, and of the method for revoking or amending such instructions.

The materials referred to in this Section 4.3 are to be provided to the Trustee by the Company and the materials referred to in Sections 4.3(c), 4.3(e) and 4.3(f) shall be subject to reasonable comment by the Trustee in a timely manner. The Company shall ensure that the materials to be provided to the Trustee are provided in time sufficient to permit the Trustee to comment as mentioned above and to send all materials to each Beneficiary at the same time as such materials are first sent to the stockholders of the Company. The Company agrees not to communicate with the stockholders of the Company with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries.

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For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Stockholder Meeting or Stockholder Consent, the number of LP Exchangeable Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by the Company or by applicable law for purposes of determining stockholders entitled to vote at such Stockholder Meeting. The Company will notify the Trustee of any decision of the Board of Directors with respect to the calling of any Stockholder Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

4.4 Copies of Stockholder Information

The Company will deliver to the Trustee a copy of all proxy materials (including notices of the Stockholder Meetings but excluding proxies to vote Common Stock), information statements, reports, including without limitation, all interim and annual financial statements, and other written communications that, in each case, are to be distributed from time to time to holders of Common Stock in quantities and time sufficient to enable the Trustee to send such materials to each Beneficiary at the same time such materials are first sent to holders of Common Stock. The Trustee will mail or otherwise send to each Beneficiary, at the expense of the Company, copies of all such materials (and such materials will be specifically directed to the Beneficiaries or to the Trustee for the benefit of the Beneficiaries by the Company) received by the Trustee from the Company contemporaneously with the distribution by the Company of such materials to holders of Common Stock. The Trustee and the Company, as applicable, will also make available for inspection by any Beneficiary at (i) the Trustee’s principal office in Toronto, Canada and (ii) the Company’s principal executive office in the United States, all proxy materials, information statements, reports and other written communications that are:

(a) received by the Trustee as the registered holder of the Class B Special Voting Share and made available by the Company generally to the holders of Common Stock; or

(b) specifically directed to the Beneficiaries or to the Trustee for the benefit of the Beneficiaries by the Company.

4.5 Other Materials

(a) As soon as reasonably practicable after receipt by the Company or stockholders of the Company of any material distributed by or on behalf of a third party to the stockholders of the Company generally, including without limitation, dissident proxy and information circulars, tender and exchange offer circulars (and all material related thereto), the Company shall use its reasonable efforts to obtain and deliver to the Trustee copies thereof in sufficient quantities so as to enable the Trustee to forward such material to each Beneficiary as soon as possible thereafter, unless the same has been provided directly to Beneficiaries by such third party. As soon as reasonably practicable after receipt thereof, the Trustee will mail or otherwise send to each Beneficiary, at the Company’s expense, copies of all such materials received by the Trustee from the Company. The Trustee and the Company, as applicable, will also make available for inspection by any Beneficiary at (i) the Trustee’s principal office in Toronto, Canada and (ii) the Company’s principal executive office in the United States, a copy of all such material.

(b) As soon as reasonably practicable after receipt by the Trustee of notice that the conversion right set out in Section 11.2 of the Exchangeable Unit Provisions has come into effect, the Trustee shall use its reasonable efforts promptly to send to EMS LP and to each of the Beneficiaries of the LP Exchangeable Units named in the List referred to in Section 4.6, a notice (the “Conversion Notice”) advising such Beneficiaries that they are entitled to convert their LP Exchangeable Units into shares of Class A Common Stock and the reasons therefor. The Conversion Notice shall include:

(i) a description of the procedure to be followed to effect the conversion of LP Exchangeable Units into shares of Class A Common Stock;

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(ii) the information set forth in Section 11.3 of the Exchangeable Unit Provisions;

(iii) a copy of the Exclusionary Offer and all other material received from the Company in respect of such offer;

(iv) a form of notice to be given by the relevant Beneficiaries to EMS LP pursuant to Section 11.2 of the Exchangeable Unit Provisions; and

(v) details of the arrangements and procedures put in place by the Company and EMS LP.

4.6 List of Persons Entitled to Vote

EMS LP shall, (a) prior to each annual and special Stockholder Meeting or obtaining any Stockholder Consent from the stockholders of the Company and (b) promptly upon request of the Trustee in writing, prepare or cause to be prepared a list of the names and addresses of the Beneficiaries of the LP Exchangeable Units (the “List”), such list to be arranged in alphabetical order and indicating the number of LP Exchangeable Units held of record by each such Beneficiary, as of the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Stockholder Meeting or a Stockholder Consent, as of the close of business on the record date established by the Company. The List shall be delivered to the Trustee promptly after receipt by EMS LP of such request or the record date for such meeting or obtaining consent, as the case may be, and in any event within sufficient time as to permit the Trustee to perform its obligations under this Agreement. The Company agrees to give EMS LP notice (with a copy to the Trustee) of any Stockholder Meeting or Stockholder Consent, together with the record dates therefor, at least two days prior to the date of such meeting or consent so as to enable EMS LP to perform its obligations under this Section 4.6.

4.7 Entitlement to Direct Votes

Any Beneficiary named in a List prepared in connection with any Stockholder Meeting or Stockholder Consent will be entitled (a) to instruct the Trustee in the manner described in Section 4.3 with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled or (b) to attend such meeting and personally exercise thereat, as the proxy of the Trustee, the Beneficiary Votes to which such Beneficiary is entitled.

4.8 Voting by Trustee and Attendance of Trustee Representative at Meeting

(a) In connection with each Stockholder Meeting and Stockholder Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the written instructions received from a Beneficiary pursuant to Section 4.3, the Beneficiary Votes as to which such Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions); provided, however, that such instructions are received by the Trustee from the Beneficiary prior to the time and date fixed by the Trustee for receipt of such instruction in the notice given by the Trustee to the Beneficiary pursuant to Section 4.3.

(b) The Trustee shall cause a representative who is empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights to attend each Stockholder Meeting. Upon submission by a Beneficiary (or its designee) of identification satisfactory to the Trustee’s representative, and at the Beneficiary’s request, such representative shall sign and deliver to such Beneficiary (or its designee) a proxy to exercise personally the Beneficiary Votes as to which such Beneficiary is otherwise entitled hereunder to direct the vote, if such Beneficiary either (i) has not previously given the Trustee instructions pursuant to Section 4.3 in respect of such meeting or (ii) submits to such representative written revocation of any such previous instructions. At such meeting, the Beneficiary exercising such Beneficiary Votes shall have the same rights as the Trustee with respect to any matter, to speak at the meeting in favor or against it, to vote by way of ballot at the meeting and to vote at such meeting by way of a show of hands.

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4.9 Distribution of Written Materials

Any written materials distributed by the Trustee pursuant to this Agreement shall be sent by mail (or otherwise communicated in the same manner as the Company utilizes in communications to the stockholders of the Company and provided such manner of communications is reasonably available to the Trustee) to each Beneficiary of the LP Exchangeable Units at its address as shown on the register of EMS LP. The Company agrees not to communicate with the stockholders of the Company with respect to such written materials other than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. EMS LP shall provide or cause to be provided to the Trustee for purposes of communication, on a timely basis and without charge or other expense:

(a) a current List; and

(b) upon the request of the Trustee, mailing labels to enable the Trustee to carry out its duties under this Agreement.

Notwithstanding the foregoing, upon the request of the Trustee, the Company shall cause all written materials to be distributed to the Beneficiaries on behalf of the Trustee.

4.10 Termination of Voting Rights

All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the LP Exchangeable Units held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to the Company and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon: (a) the delivery by a Beneficiary to the Trustee of a copy of the Exchange Notice delivered to the Company in connection with the exercise by such Beneficiary of the Exchange Right or the occurrence of the automatic exchange of LP Exchangeable Units for Class B Common Stock, as specified in Article 5 (unless, in either case, the Company shall not have delivered the requisite shares of Class B Common Stock issuable in exchange therefor to the Beneficiary; (b) the exchange of LP Exchangeable Units pursuant to Article 5 of the Exchangeable Unit Provisions; or (c) the effective date of the liquidation, dissolution or winding-up of EMS LP pursuant to Article 4 of the Exchangeable Unit Provisions.

4.11 Exercise of Other Rights

Upon the request of a Beneficiary, the Trustee shall exercise on behalf of such Beneficiary any other rights attaching to the LP Exchangeable Units, including the right to (a) submit nominations to the Board of Directors and (b) propose business for consideration at a Stockholder Meeting.

ARTICLE 5.

EXCHANGE RIGHT AND AUTOMATIC EXCHANGE

5.1 Grant and Exercise of the Exchange Right

The Company hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require the Company to exchange for each or any Beneficiary all or any part of the LP Exchangeable Units held by the Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. The Company hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration for the grant of the Exchange Right and the Automatic Exchange Rights by the Company to the Trustee. During

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the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with all rights in respect of the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall:

(a) hold the Exchange Right and the Automatic Exchange Rights as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and

(b) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

The obligations of the Company to issue Class B Common Stock pursuant to the Exchange Right or the Automatic Exchange Rights are subject to all applicable laws and regulatory and stock exchange requirements.

5.2 Beneficiary Notification

EMS LP will notify the Beneficiaries of:

(a) their right to instruct the Trustee with respect to the exercise of the Exchange Right in respect of the LP Exchangeable Units held by a Beneficiary; and

(b) the Automatic Exchange Rights.

5.3 General Exercise of Exchange Right

The Exchange Right shall be and remain vested in and exercisable by the Trustee. Subject to Section 7.13, the Trustee shall exercise the Exchange Right only on the basis of instructions received pursuant to this Article 5 from Beneficiaries entitled to instruct the Trustee as to the exercise thereof. To the extent that no instructions are received from a Beneficiary with respect to the Exchange Right, the Trustee shall not exercise or permit the exercise of the Exchange Right.

5.4 Exchange Price

The exchange price payable by the Company for each LP Exchangeable Unit to be exchanged by the Company under the Exchange Right shall be an amount per Unit equal to (a) one share of Class B Common Stock, plus (b) to the extent not paid by EMS LP on the designated payment date therefor, an additional amount equal to and in satisfaction of the full amount of all declared and unpaid distributions on each such LP Exchangeable Unit held by such holder on any distribution record date which occurred prior to the closing of the exchange. The exchange price for each such LP Exchangeable Unit so exchanged may be satisfied only by the Company issuing and delivering to the Trustee, on behalf of the relevant Beneficiary, one share of Class B Common Stock and, on the applicable payment date therefor, a check for the balance, if any, of the exchange price without interest (less any amounts withheld pursuant to Section 5.13). Upon payment by the Company of such exchange price, the relevant Beneficiary shall cease to have any right to be paid any amount in respect of declared and unpaid distributions on each such LP Exchangeable Unit by EMS LP.

5.5 Exercise Instructions

Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the LP Exchangeable Units in the name of such Beneficiary on the books of EMS LP. To cause the exercise of the Exchange Right by the Trustee, the

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Beneficiary shall deliver, in person or by certified or registered mail, to the Trustee, at its principal office in Toronto, Canada, or to the Company, at its principal executive office in the United States, or at such other places as the Trustee may from time to time designate by written notice to the Beneficiaries: (a) a duly completed form of notice of exercise of the Exchange Right, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require the Company to purchase from the Beneficiary the number of LP Exchangeable Units specified therein, (ii) that such Beneficiary has good title to and owns all such LP Exchangeable Units to be acquired by the Company free and clear of all liens, claims and encumbrances and (iii) the names in which the certificates representing Class B Common Stock issuable in connection with the exercise of the Exchange Right are to be issued; and (b) payment (or evidence satisfactory to the Trustee, EMS LP and the Company of payment) of the taxes, if any, payable as contemplated by Section 5.8 of this Agreement, together with such other documents and instruments as may be required to effect a transfer of LP Exchangeable Units under the Delaware Revised Uniform Limited Partnership Act and the Agreement of Limited Partnership and such additional documents and instruments as the Trustee, EMS LP and the Company may reasonably require.

5.6 Delivery of Class B Common Stock; Effect of Exercise

Promptly after the receipt of a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by Section 5.8 or evidence thereof), together with such documents and instruments of transfer, the Trustee shall notify the Company and EMS LP of its receipt of the same, which notice to the Company and EMS LP shall constitute exercise of the Exchange Right by the Trustee on behalf of the holder of such LP Exchangeable Units, and the Company shall promptly thereafter deliver or cause to be delivered to the Trustee, for delivery to the Beneficiary of such LP Exchangeable Units (or to such other person as directed by the Beneficiary), the number of shares of Class B Common Stock issuable in connection with the exercise of the Exchange Right, and on the applicable payment date a check for the balance, if any, of the total exchange price therefor without interest (less any amounts withheld pursuant to Section 5.13); provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid (or provided evidence satisfactory to the Trustee, EMS LP and the Company of the payment of) the taxes, if any, payable as contemplated by Section 5.8 of this Agreement. Immediately upon the giving of notice by the Trustee to the Company and EMS LP of the exercise of the Exchange Right as provided in this Section 5.6, the closing of the transaction of exchange contemplated by the Exchange Right shall be deemed to have occurred and the holder of such LP Exchangeable Units shall be deemed to have transferred to the Company all of such holder’s right, title and interest in and to such LP Exchangeable Units and the related interest in the Trust Estate free and clear of any lien, claim or encumbrance and shall cease to be a holder of such LP Exchangeable Units and shall not be entitled to exercise any of the rights of a Beneficiary in respect thereof, other than the right to receive his pro rata share of the total exchange price therefor, unless the requisite number of shares of Class B Common Stock are not yet allocated, issued and delivered by the Company to the Trustee within five Business Days of the date of the giving of such notice by the Trustee or the balance of the exchange price, if any, is not paid by the Company on the applicable payment date therefor, in which case the rights of the Beneficiary shall remain unaffected until such shares of Class B Common Stock are so allocated, issued and delivered, and the balance of the exchange price, if any, has been paid, by the Company. Upon delivery by the Company to the Trustee of such shares of Class B Common Stock, and the balance of the exchange price, if any, the Trustee shall deliver shares of Class B Common Stock to such Beneficiary (or to such other Persons, if any, properly designated by such Beneficiary). Concurrently with such Beneficiary ceasing to be a holder of LP Exchangeable Units, the Beneficiary shall be considered and deemed for all purposes to be a direct holder of the shares of Class B Common Stock delivered to it pursuant to the Exchange Right.

5.7 Exercise of Exchange Right Subsequent to Exchange Request

In the event that a Beneficiary has exercised its right under Article 5 of the Exchangeable Unit Provisions to require EMS LP to exchange any or all of the LP Exchangeable Units held by the Beneficiary (the “Exchanged Units”) and is notified by EMS LP pursuant to Section 5.5 of the Exchangeable Unit Provisions that EMS LP will not be permitted to exchange all such Exchanged Units, and provided that the Trustee has received written notice of same from EMS LP or the Company, the

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exchange request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those LP Exchangeable Units that EMS LP is unable to exchange. In any such event, EMS LP hereby agrees with the Trustee and in favor of the Beneficiary promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to EMS LP (including, without limitation, a copy of the exchange request delivered pursuant to Section 5.1 of the Exchangeable Unit Provisions) in connection with such proposed exchange of the Exchanged Units and the Trustee will thereupon exercise the Exchange Right with respect to the Exchanged Units that EMS LP is not permitted to exchange and will require the Company to exchange such shares in accordance with the provisions of this Article 5.

5.8 Stamp or Other Transfer Taxes

Upon any transfer of LP Exchangeable Units to the Company pursuant to the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Class B Common Stock to be delivered in connection with the payment of the total exchange price therefor shall be issued in the name of the Beneficiary of the LP Exchangeable Units so transferred or in such names as such Beneficiary may otherwise direct in writing, provided such direction is received by the Company prior to the time of such shares being issued, without charge to the holder of the LP Exchangeable Units so sold; provided, however, that such Beneficiary (a) shall pay any documentary, stamp, transfer or other taxes that may be payable in respect of any transfer of such LP Exchangeable Units to the Company or in respect of the issuance or delivery of such Class B Common Stock to such Beneficiary or any other Person including, without limitation, in the event that shares of Class B Common Stock are being issued or transferred to a depositary or a nominee thereof, or (b) shall have evidenced to the satisfaction of the Trustee, the Company and EMS LP that such taxes, if any, have been paid.

5.9 Notice of Insolvency Event

As soon as practicable following the occurrence of an Insolvency Event or any event that with the giving of notice or the passage of time or both would be an Insolvency Event, EMS LP and the Company shall give written notice thereof to the Trustee. As soon as practicable following the receipt of notice from EMS LP and the Company of the occurrence of an Insolvency Event, or upon the Trustee becoming aware of an Insolvency Event, the Trustee will mail to each Beneficiary, at the expense of the Company (such funds to be received in advance), a notice of such Insolvency Event in the form provided by the Company, which notice shall contain a brief statement of the rights of the Beneficiaries with respect to the Exchange Right.

5.10 Registration of Class B Common Stock

The Company agrees that if any shares of Class B Common Stock to be issued and delivered pursuant to the Exchange Right or the Automatic Exchange Rights require registration or qualification with or approval of or the filing of any document, including any prospectus or similar document, or the taking of any proceeding with or the obtaining of any order, ruling or consent from any governmental or regulatory authority under any federal or state law or regulation or pursuant to the rules and regulations of any regulatory authority or the fulfillment of any other federal or state legal requirement before such shares may be issued and delivered by the Company to the initial holder thereof, the Company will in good faith expeditiously take all such actions and do all such things as are necessary or desirable to cause such shares of Class B Common Stock to be and remain duly registered, qualified or approved. The parties acknowledge that the foregoing does not require the Company to take action in order that the shares of Class B Common Stock (or such other shares or securities), or the shares of Class A Common Stock issuable on conversion thereof, may be freely traded thereafter without further registration, qualification or approval. The Company will provide or cause to be provided to the Trustee such legal opinions, certificates, documents and other instruments as the Trustee may from time to time reasonably request to demonstrate compliance with this Section 5.10.

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5.11 Class B Common Stock

The Company hereby represents, warrants and covenants that the shares of Class B Common Stock issuable as described herein will be duly authorized and validly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance.

5.12 Automatic Exchange on Liquidation of the Company

(a) The Company will give the Trustee written notice of each of the following events at the time set forth below:

(i) in the event of any determination by the Board of Directors to institute voluntary liquidation, dissolution or winding-up proceedings with respect to the Company or to effect any other distribution of assets of the Company among its stockholders for the purpose of winding up its affairs, at least 30 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and

(ii) as soon as practicable following the earlier of (A) receipt by the Company of notice of, and (B) the Company otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of the Company or to effect any other distribution of assets of the Company among its stockholders for the purpose of winding up its affairs, in each case where the Company has failed to contest in good faith any such proceeding commenced in respect of the Company within 30 days of becoming aware thereof.

(b) As soon as practicable following receipt by the Trustee from the Company of notice of any event (a “Liquidation Event”) contemplated by Section 5.12(a)(i) or 5.12(a)(ii) above, the Trustee will give notice thereof to the Beneficiaries. Such notice shall be provided to the Trustee by the Company and shall include a brief description of the automatic exchange of LP Exchangeable Units for Class B Common Stock provided for in Section 5.12(c).

(c) In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of shares of Common Stock in the distribution of assets of the Company in connection with a Liquidation Event, on the fifth Business Day prior to the effective date (the “Liquidation Event Effective Date”) of a Liquidation Event all of the then outstanding LP Exchangeable Units (other than those held by the Company and its subsidiaries) shall be automatically exchanged for Class B Common Stock. To effect such automatic exchange, the Company shall exchange on the fifth Business Day prior to the Liquidation Event Effective Date each LP Exchangeable Unit then outstanding and held by Beneficiaries, and each Beneficiary shall exchange the LP Exchangeable Units held by it at such time, free and clear of any lien, claim or encumbrance, for an exchange price per unit equal to (i) one share of Class B Common Stock, and (ii) to the extent not paid by EMS LP on the designated payment date therefor, an additional amount equal to and in satisfaction of the full amount of all declared and unpaid distributions on each such LP Exchangeable Unit held by such holder on any distribution record date which occurred prior to the date of the exchange.

(d) On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of exchange contemplated by the automatic exchange of LP Exchangeable Units for shares of Class B Common Stock shall be deemed to have occurred, and each Beneficiary shall be deemed to have transferred to the Company all of the Beneficiary’s right, title and interest in and to such Beneficiary’s LP Exchangeable Units and the related interest in the Trust Estate, any right of each such Beneficiary to receive declared and unpaid distributions from EMS LP shall be deemed to be satisfied and discharged and each such Beneficiary shall cease to be a holder of such LP Exchangeable Units and the Company shall issue to the Beneficiary the shares of Class B Common Stock issuable upon the automatic exchange of LP Exchangeable Units for shares of Class B Common Stock and on the applicable payment date shall deliver to the Beneficiary or to the Trustee for delivery to the Beneficiary, by wire transfer, the balance, if any, of the total exchange price for such LP Exchangeable Units without interest, less any amounts withheld pursuant to Section 5.13. Concurrently with such Beneficiary ceasing

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to be a holder of LP Exchangeable Units, the Beneficiary shall be considered and deemed for all purposes to be the holder of the shares of Class B Common Stock issued pursuant to the automatic exchange of LP Exchangeable Units for shares of Class B Common Stock and the LP Exchangeable Units attributable to the Beneficiary as recorded in the EMS LP register previously representing the LP Exchangeable Units exchanged by the Beneficiary with the Company pursuant to such automatic exchange shall thereafter be deemed to represent shares of Class B Common Stock issued to the Beneficiary by the Company pursuant to such automatic exchange. Upon the request of a Beneficiary, the Company shall deliver or cause to be delivered to the Beneficiary certificates representing shares of Class B Common Stock of which the Beneficiary is the holder.

5.13 Withholding Rights

The Company, EMS LP and the Trustee shall be entitled to deduct and withhold from any dividend, distribution or consideration otherwise payable under this Agreement to any holder of LP Exchangeable Units or shares of Class B Common Stock such amounts as the Company, EMS LP or the Trustee is required to deduct and withhold with respect to such payment under the Code or any provision of state, local or foreign tax law, in each case as amended or succeeded. The Company, EMS LP and the Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the units or shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or entitled to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, the Company, EMS LP and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to the Company, EMS LP or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement or entitlement and the Company, EMS LP or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale; provided, however, that nothing in this Section 5.13 shall reduce EMS LP’s obligations under Section 2.2 of the Exchangeable Unit Provisions.

ARTICLE 6.

RESTRICTIONS ON ISSUE OF CLASS B SPECIAL VOTING STOCK

During the term of this Agreement, the Company will not, without the consent of the Beneficiaries at the relevant time of LP Exchangeable Units, given in accordance with Section 9.2 of the Exchangeable Unit Provisions, issue any shares of its special voting stock in the same series as the Class B Special Voting Share.

ARTICLE 7.

CONCERNING THE TRUSTEE

7.1 Powers and Duties of the Trustee

The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee of the Trust, shall include:

(a) receipt and deposit of the Class B Special Voting Share from the Company as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement;

(b) granting proxies and distributing materials to Beneficiaries as provided in this Agreement;

(c) voting the Beneficiary Votes in accordance with the provisions of this Agreement;

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(d) receiving the grant of the Exchange Right and the Automatic Exchange Rights from the Company as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement;

(e) exercising the Exchange Right and enforcing the benefit of the Automatic Exchange Rights, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries LP Exchangeable Units and other requisite documents and distributing to such Beneficiaries shares of Class B Common Stock and cash, if any, to which such Beneficiaries are entitled to receive upon the exercise of the Exchange Right or pursuant to the Automatic Exchange Rights, as the case may be;

(f) holding title to the Trust Estate;

(g) investing any funds forming, from time to time, a part of the Trust Estate as provided in this Agreement;

(h) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of the Company and EMS LP under this Agreement; and

(i) taking such other actions and doing such other things as are specifically provided in this Agreement.

In the exercise of such rights, powers, duties and authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all Persons.

The Trustee in exercising its rights, powers, duties and authorities hereunder shall act in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances.

The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. The Trustee shall only have those duties as are set out specifically in this Agreement.

7.2 Dealings with Transfer Agents, Registrars, etc.

The Company and EMS LP irrevocably authorize the Trustee, from time to time, to:

(a) consult, communicate and otherwise deal with the respective registrars and transfer agents, and with any such subsequent registrar or transfer agent, of the LP Exchangeable Units and Class B Common Stock; and

(b) requisition, from time to time, (i) from any such registrar or transfer agent any information readily available from the records maintained by it which the Trustee may reasonably require for the discharge of its duties and responsibilities under this Agreement and (ii) from the transfer agent of

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Common Stock, and any subsequent transfer agent of such shares, the share certificates issuable upon the exercise from time to time of the Exchange Right and pursuant to the Automatic Exchange Rights.

The Company and EMS LP irrevocably authorize their respective registrars and transfer agents to comply with all such requests. The Company covenants that it will supply its transfer agent with duly executed share certificates for the purpose of completing the exercise from time to time of the Exchange Right and the Automatic Exchange Rights.

7.3 Books and Records

The Trustee shall keep available for inspection by the Company and EMS LP at the Trustee’s principal office in Toronto, Canada correct and complete books and records of account relating to the Trust created by this Agreement, including without limitation, all relevant data relating to mailings and instructions to and from Beneficiaries and all transactions pursuant to the Exchange Right and the Automatic Exchange Rights.

7.4 Income Tax Returns and Reports

The Trustee shall, to the extent necessary, prepare and file on behalf of the Trust appropriate United States and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the LP Exchangeable Units are traded. In connection therewith, the Trustee may obtain the advice and assistance of such experts or advisors as the Trustee considers necessary or advisable (who may be experts or advisors to the Company or EMS LP). If requested by the Trustee, the Company or EMS LP shall retain qualified experts or advisors for the purpose of providing such tax advice or assistance, and shall supervise the preparation and filing of any necessary returns or reports.

7.5 Indemnification Prior to Certain Actions by Trustee

The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Class B Special Voting Share pursuant to Article 4, subject to Section 7.13, and with respect to the Exchange Right pursuant to Article 5, subject to Section 7.13, and with respect to the Automatic Exchange Rights pursuant to Article 5.

None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

7.6 Action of Beneficiaries

No Beneficiary shall have the right to institute any action, suit or proceeding or to exercise any other remedy authorized by this Agreement for the purpose of enforcing any of its rights or for the execution of any trust or power hereunder unless the Beneficiary has requested the Trustee to take or institute such action, suit or proceeding and furnished the Trustee with the funding, security or indemnity referred to in Section 7.5 and the Trustee shall have failed to act within a reasonable time thereafter. In such case, but not otherwise, the Beneficiary shall be entitled to take proceedings in any court of competent jurisdiction such as the Trustee might have taken; it being understood and intended that no one or more Beneficiaries shall have any right in any manner whatsoever to affect, disturb or prejudice the rights hereby created by any such action, or to enforce any right hereunder or the Voting Rights, the Exchange Rights or the Automatic Exchange Rights except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all Beneficiaries.

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7.7 Reliance Upon Declarations

The Trustee shall not be considered to be in contravention of any of its rights, powers, duties and authorities hereunder if, when required, it acts and relies in good faith upon statutory declarations, certificates, opinions or reports furnished pursuant to the provisions hereof or required by the Trustee to be furnished to it in the exercise of its rights, powers, duties and authorities hereunder if such statutory declarations, certificates, opinions or reports comply with the provisions of Section 7.8, if applicable, and with any other applicable provisions of this Agreement.

7.8 Conditions Precedent to Obligations of Trustee

The Company and/or EMS LP shall furnish to the Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Company and/or EMS LP or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement, including, without limitation, in respect of the Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the Company and/or EMS LP promptly if and when:

(a) such evidence is required by any other section of this Agreement to be furnished to the Trustee in accordance with the terms of this Section 7.8; or

(b) the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Company and/or EMS LP written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice.

Such evidence shall consist of an Officer’s Certificate of the Company and/or EMS LP or a statutory declaration or a certificate made by persons entitled to sign an Officer’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement.

Whenever such evidence relates to a matter other than the Voting Rights or the Exchange Right or the Automatic Exchange Rights or the taking of any other action to be taken by the Trustee at the request or on the application of the Company and/or EMS LP, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, engineer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Company and/or EMS LP it shall be in the form of an Officer’s Certificate.

Each Officer’s Certificate, opinion or report furnished to the Trustee as evidence of compliance with a condition provided for in this Agreement shall include a statement by the person giving the evidence:

(c) declaring that he has read and understands the provisions of this Agreement relating to the condition in question;

(d) describing the nature and scope of the examination or investigation upon which he based the certificate, statement or opinion; and

(e) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

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7.9 Experts, Advisors and Agents

The Trustee may:

(a) in relation to these presents act and rely on the opinion or advice of or information obtained from any legal counsel, auditor, accountant, appraiser, engineer or other expert, whether retained by the Trustee or by the Company and/or EMS LP or otherwise, and may retain or employ such assistants as may be necessary to the proper discharge of its powers and duties and determination of its rights hereunder and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and

(b) employ such agents and other assistants as it may reasonably require for the proper determination and discharge of its powers and duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the Trust.

7.10 Investment of Funds Held by Trustee

Unless otherwise provided in this Agreement, any funds held by or on behalf of the Trustee which under the terms of this Agreement may or ought to be invested or which may be on deposit with the Trustee or which may be in the hands of the Trustee may be invested and reinvested in the name or under the control of the Trustee in securities in which, under the laws of the State of Delaware, trustees are authorized to invest trust funds, provided that such securities are stated to mature within two years after their purchase by the Trustee, and the Trustee shall so invest such funds on the written direction of EMS LP. Pending the investment of any funds as herein provided, such funds may be deposited in the name of the Trustee in any chartered bank in the United States or, with the consent of EMS LP, with any other loan or trust company authorized to accept deposits under the laws of the United States or any state thereof at the rate of interest then current on similar deposits.

7.11 Trustee Not Required to Give Security

The Trustee shall not be required to give any bond or security in respect of the execution of the trusts, rights, duties, powers and authorities of this Agreement or otherwise in respect of the premises.

7.12 Trustee Not Bound to Act on Request

Except as in this Agreement otherwise specifically provided, the Trustee shall not be bound to act in accordance with any direction or request of the Company and/or EMS LP or of the directors thereof until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Trustee, and the Trustee shall be empowered to act upon any such copy purporting to be authenticated and believed by the Trustee to be genuine.

7.13 Conflicting Claims

If conflicting claims or demands are made or asserted with respect to any interest of any Beneficiary in any LP Exchangeable Units, including any disagreement between the heirs, representatives, successors or assigns succeeding to all or any part of the interest of any Beneficiary in any LP Exchangeable Units, resulting in conflicting claims or demands being made in connection with such interest, then the Trustee shall be entitled, at its sole discretion, to refuse to recognize or to comply with any such claims or demands. In so refusing, the Trustee may elect not to exercise any Voting Rights, Exchange Rights or Automatic Exchange Rights subject to such conflicting claims or demands and, in so doing, the Trustee shall not be or become liable to any person on account of such election or

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its failure or refusal to comply with any such conflicting claims or demands. The Trustee shall be entitled to continue to refrain from acting and to refuse to act until:

(a) the rights of all adverse claimants with respect to the Voting Rights, Exchange Right or Automatic Exchange Rights subject to such conflicting claims or demands have been adjudicated by a final judgment of a court of competent jurisdiction and all rights of appeal have expired; or

(b) all differences with respect to the Voting Rights, Exchange Right or Automatic Exchange Rights subject to such conflicting claims or demands have been conclusively settled by a valid written agreement binding on all such adverse claimants, and the Trustee shall have been furnished with an executed copy of such agreement certified to be in full force and effect.

If the Trustee elects to recognize any claim or comply with any demand made by any such adverse claimant, it may in its discretion require such claimant to furnish such surety bond or other security satisfactory to the Trustee as it shall deem appropriate to fully indemnify it as between all conflicting claims or demands.

7.14 Acceptance of Trust

The Trustee hereby accepts the Trust created and provided for by and in this Agreement and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Beneficiaries, subject to all the terms and conditions herein set forth.

ARTICLE 8.

FEES AND EXPENSES OF THE TRUSTEE

The Company and EMS LP agree to reimburse the Trustee for all reasonable expenses (including, but not limited to, taxes other than taxes based on the net income of the Trustee, fees paid to legal counsel and other experts and advisors and travel expenses) and disbursements, including the reasonable cost and expense of any suit or litigation of any character and any proceedings before any governmental agency reasonably incurred by the Trustee in connection with its duties under this Agreement; provided that the Company and EMS LP shall have no obligation to reimburse the Trustee for any expenses or disbursements paid, incurred or suffered by the Trustee in any suit or litigation in which the Trustee is determined to have acted in bad faith or with willful misconduct.

ARTICLE 9.

INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 Indemnification of the Trustee

The Company and EMS LP agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, bad faith or willful misconduct on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by the Company or EMS LP pursuant hereto.

In no case shall the Company or EMS LP be liable under this indemnity for any claim against any of the Indemnified Parties unless the Company and EMS LP shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the

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claim. Subject to subparagraph (ii) below, the Company and EMS LP shall be entitled to participate at their own expense in the defense and, if the Company and EMS LP so elect at any time after receipt of such notice, either of them may assume the defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defense thereof, and the reasonable fees and expenses of such counsel shall be at the expense of the Company and EMS LP; provided that, if the named parties to any such suit include both the Trustee and the Company or EMS LP and the Trustee shall have been advised by counsel to the Trustee that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to the Company or EMS LP and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken, then the Company and EMS LP shall not have the right to assume the defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee. This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

9.2 Limitation of Liability

The Trustee shall not be held liable for any loss which may occur by reason of depreciation of the value of any part of the Trust Estate or any loss incurred on any investment of funds pursuant to this Agreement, except to the extent that such loss is attributable to the fraud, bad faith or willful misconduct on the part of the Trustee.

ARTICLE 10.

CHANGE OF TRUSTEE

10.1 Resignation

The Trustee, or any trustee hereafter appointed, may at any time resign by giving written notice of such resignation to the Company and EMS LP specifying the date on which it desires to resign, provided that such notice shall not be given less than 30 days before such desired resignation date unless the Company and EMS LP otherwise agree, and provided further that such resignation shall not take effect until the date of the appointment of a successor trustee and the acceptance of such appointment by the successor trustee. Upon receiving such notice of resignation, the Company and EMS LP shall promptly appoint a successor trustee, by written instrument, one copy of which shall be delivered to the resigning trustee and one copy to the successor trustee, provided, that the appointment of any successor trustee shall be subject to the consent of Beneficiaries holding at least a majority of the LP Exchangeable Units, given in accordance with Section 9.2 of the Exchangeable Unit Provisions. Failing the appointment and acceptance of a successor trustee, a successor trustee may be appointed by order of a court of competent jurisdiction upon application of one or more of the parties to this Agreement. If the retiring trustee is the party initiating an application for the appointment of a successor trustee by order of a court of competent jurisdiction, the Company and EMS LP shall be jointly and severally liable to reimburse the retiring trustee for its legal costs and expenses in connection with same.

10.2 Removal

The Trustee, or any trustee hereafter appointed, may (provided a successor trustee is appointed) be removed at any time on not less than 30 days’ prior written notice executed by the Company and Beneficiaries holding at least a majority of the LP Exchangeable Units, one copy of which shall be delivered to the trustee so removed and one copy to the successor trustee.

10.3 Successor Trustee

Any successor trustee appointed as provided under this Agreement shall execute, acknowledge and deliver to the Company and EMS LP and to its predecessor trustee an instrument accepting such appointment. Thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all

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the rights, powers, duties and obligations of its predecessor under this Agreement, with the like effect as if originally named as trustee in this Agreement. However, on the written request of the Company and EMS LP or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of this Agreement, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon the request of any such successor trustee, the Company, EMS LP and such predecessor trustee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers.

10.4 Notice of Successor Trustee

Upon acceptance of appointment by a successor trustee as provided herein, the Company and EMS LP shall cause to be mailed notice of the succession of such trustee hereunder to each Beneficiary specified in a List. If the Company or EMS LP shall fail to cause such notice to be mailed within 10 Business Days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company and EMS LP.

ARTICLE 11.

SUCCESSORS

11.1 Certain Requirements in Respect of Merger

The Company shall not consummate any Merger except in accordance with the provisions of Article 14 of the Agreement of Limited Partnership and, if the LP Exchangeable Units will remain outstanding after such Merger, the Company may consummate such Merger only if, to the satisfaction of the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee, the Merger includes such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Beneficiaries hereunder.

11.2 Vesting of Powers in Successor

Whenever the conditions of Section 11.1 have been duly observed and performed, the Trustee, the Successor and EMS LP shall, if required by Section 11.1, execute and deliver the supplemental trust agreement provided for in Article 12 and thereupon the Successor shall possess and from time to time may exercise each and every right and power of the Company under this Agreement in the name of the Company or otherwise and any act or proceeding by any provision of this Agreement required to be done or performed by the Board of Directors or any officers of the Company may be done and performed with like force and effect by the directors or officers of such Successor.

11.3 Wholly-Owned Subsidiaries

Nothing herein shall be construed as preventing the merger of any wholly-owned direct or indirect subsidiary of the Company (other than EMS LP) with or into the Company or the winding-up, liquidation or dissolution of any wholly-owned direct or indirect subsidiary of the Company (other than EMS LP), provided that all of the assets of such subsidiary are transferred to the Company or another wholly-owned direct or indirect subsidiary of the Company, or any other distribution of the assets of any wholly-owned direct or indirect subsidiary of the Company among its stockholders, and any such transactions are expressly permitted by this Article 11.

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ARTICLE 12.

AMENDMENTS; SUPPLEMENTAL TRUST AGREEMENTS

12.1 Amendments, Modifications, etc.

Subject to Sections 12.2, 12.4 and 14.2, this Agreement may not be amended or modified except by an agreement in writing executed by the Company, EMS LP and the Trustee and approved by the Beneficiaries in accordance with Section 9.2 of the Exchangeable Unit Provisions.

12.2 Ministerial Amendments

Notwithstanding the provisions of Section 12.1, the parties to this Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this Agreement for the purposes of:

(a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the General Partner and the Board of Directors shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;

(b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the General Partner and the Board of Directors and in the opinion of the Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that such Board of Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or

(c) making such changes or corrections which, on the advice of counsel to the Company, EMS LP and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee, acting on the advice of counsel, and the Board of Directors of each of the Company and the general partner of EMS LP shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.

12.3 Changes in Capital of the Company and EMS LP

At all times after the occurrence of any event contemplated pursuant to Section 14.5, 14.6 or 14.7 of the Agreement of Limited Partnership or otherwise, as a result of which either the Class B Common Stock or the LP Exchangeable Units or both are in any way changed, this Agreement shall forthwith be amended and modified as necessary in order that it shall apply with full force and effect, to all new securities into which the Class B Common Stock or the LP Exchangeable Units or both are so changed and the parties hereto shall execute and deliver a supplemental trust agreement giving effect to and evidencing such necessary amendments and modifications.

12.4 Execution of Supplemental Trust Agreements

No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time EMS LP (upon authorization by the General Partner), the Company (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes:

(a) evidencing the succession of Successors and the covenants of and obligations assumed by each such Successor in accordance with the provisions of Article 11 and the successors of any successor trustee in accordance with the provisions of Article 10;

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(b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Company, EMS LP, the Trustee or this Agreement; and

(c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

ARTICLE 13.

TERMINATION

13.1 Term

The Trust created by this Agreement and the term of this Agreement shall continue until the earliest to occur of the following events:

(a) no outstanding LP Exchangeable Units are held by a Beneficiary; and

(b) each of the Company and EMS LP elects in writing to terminate the Trust and such termination is approved by the Beneficiaries in accordance with Section 9.2 of the Exchangeable Unit Provisions.

13.2 Survival of Certain Provisions

The provisions of Articles 8 and 9 shall survive any termination of this Agreement.

ARTICLE 14.

MISCELLANEOUS

14.1 Interpretation Not Affected by Headings, etc.

The division of this Agreement into Articles, sections and other portions and the insertion of headings are for convenience of reference only and should not affect the construction or interpretation of this Agreement. Unless otherwise indicated, all references to an “Article” or “section” followed by a number and/or a letter refer to the specified Article or section of this Agreement. The terms “this Agreement”, “hereof”, “herein” and “hereunder” and similar expressions refer to this Agreement and not to any particular Article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

14.2 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby and the agreement shall be carried out as nearly as possible in accordance with its original terms and conditions.

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14.3 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and to the benefit of the Beneficiaries.

14.4 Notices to Parties

All notices and other communications between the parties hereunder shall be in writing and shall be deemed to have been given if delivered personally or by confirmed telecopy to the parties at the following addresses (or at such other address for such party as shall be specified in like notice):

(a)	if to the Company or EMS LP, at:
	6200 S. Syracuse Way
	Greenwood Village, Colorado 80111
	Attention: General Counsel
	Facsimile No.:
(b)	if to the Trustee, at:
	Onex Corporation
	161 Bay Street
	P.O. Box 700
	Toronto, Ontario M5J 2S1
	Attention: General Counsel
	Facsimile No.: (416) 362-5765
	with a copy to:
	Kaye Scholer LLP
	425 Park Avenue
	New York, NY 10022
	Attention: Joel I. Greenberg
	and Lynn Toby Fisher
	Facsimile No.: (212) 836-8689

Any notice or other communication given personally shall be deemed to have been given and received upon delivery thereof and if given by facsimile shall be deemed to have been given and received on the date of receipt thereof unless such day is not a Business Day in which case it shall be deemed to have been given and received upon the immediately following Business Day.

14.5 Notice to Beneficiaries

Any and all notices to be given and any documents to be sent to any Beneficiaries may be given or sent to the address of such Beneficiary shown on the register of holders of LP Exchangeable Units in any manner permitted by the Agreement of Limited Partnership from time to time in force in respect of notices to Beneficiaries and shall be deemed to be received (if given or sent in such manner) at the time specified in such Agreement of Limited Partnership.

14.6 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

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14.7 Consent to Jurisdiction; Venue; Jury Trial

The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York, New York County and the United States District Court for the Southern District of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts). The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York, New York County and the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[Signature page follows.]

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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed as of the date first above written.

EMERGENCY MEDICAL SERVICES CORPORATION
By:	/s/ Todd G. Zimmerman
Name:	Todd G. Zimmerman
Title:	Executive Vice President and
	Secretary
EMERGENCY MEDICAL SERVICES L.P.
By: EMSC, Inc., its general partner
By:	/s/ Todd G. Zimmerman
Name:	Todd G. Zimmerman
Title:	Secretary
Onex Corporation
By:	/s/ Donald W. Lewtas
Name:	Donald W. Lewtas
Title:	Managing Directors
By:	/s/ Christopher A. Govan
Name:	Christopher A. Govan
Title:	Managing Directors

[Signature Page to Voting and Exchange Trust Agreement]

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EX-10.13

Exhibit 10.13

ASSIGNMENT

This Assignment, dated as of December 20, 2005, by and among EMCS, Inc. (f/k/a Emergency Medical Services Corporation), a Delaware corporation (“EMSC”), Emergency Medical Services L.P., a Delaware limited partnership (“EMS LP”), AMR HoldCo, Inc., a Delaware corporation (“AMR HoldCo” and, together with EMSC and EMS LP, the “Purchasers”) and ClaimCo LP, a Delaware limited partnership (“ClaimCo”).

Reference is made to the Stock Purchase Agreement, dated as of December 6, 2004, by and among Laidlaw Medical Holdings, Inc., Laidlaw International, Inc. (together “Laidlaw”) and Purchaser with respect to the purchase of the outstanding capital stock of American Medical Response, Inc. (the “Purchase Agreement”). Capitalized terms used herein and not defined shall have the meaning given to such terms in the Purchase Agreement.

EMS and Laidlaw have had discussions concerning (i) the understatement of accounts receivable allowances reflected in various balance sheets included in the historical financial statements of American Medical Response, Inc., including an approximately $50 million understatement of such allowances in the Closing Balance Sheet delivered by Laidlaw to EMS pursuant to Section 1.05 of the Purchase Agreement and (ii) the claims that may arise under the Purchase Agreement as a result of such understatements, including, without limitation, a possible Post-Closing Adjustment under Section 1.05 of the Purchase Agreement and potential claims for indemnification under Article VIII of the Purchase Agreement (collectively, the “A/R-Related Claims”).

As permitted by Section 10.03 of the Purchase Agreement, and subject to the provisions of paragraphs 2 and 3 of this Assignment, Purchasers wish to assign to ClaimCo, and ClaimCo wishes to accept and assume from Purchasers, Purchasers’ rights under the Purchase Agreement with respect to the A/R-Related Claims (the “Assigned Rights”).

NOW THEREFORE, intending to be legally bound, the parties hereby agree as follows:

1. Assignment by Purchasers. Subject to the provisions of paragraphs 2 and 3, Purchasers hereby assign, transfer, grant and otherwise convey to ClaimCo, and ClaimCo hereby accepts and assumes from Purchasers, the Assigned Rights.

2. Retained Rights. The Assigned Rights are limited to aggregate recoveries of ClaimCo, less all costs and expenses incurred by ClaimCo in connection with the A/R-Related Claims (including, without limitation, costs and expenses of investigation, attorneys’ fees and expenses and fees and expenses of any other third parties), totaling $50.0 million, and any recoveries in excess of such amount shall be and remain the joint property of EMS LP and AMR HoldCo. Purchasers shall not be responsible for, and shall not fund, any costs or expenses incurred in connection with the A/R-Related Claims from and after the effective time of this Assignment.

3. Retained Liability. EMSC acknowledges that it continues to be liable for all of the obligations of Purchaser under the Purchase Agreement.

*         *         *

This Assignment shall be deemed to be effective concurrently with the consummation of the initial public offering of common stock by Emergency Medical Services Corporation which is being effected on the date hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed and delivered as of the date first written above.

EMSC, Inc.
By:	/s/ Todd G. Zimmerman
	Name:	Todd G. Zimmerman
	Title:	Secretary
EMERGENCY MEDICAL SERVICES L.P.
By:	EMSC, Inc.
	its general partner
By:	/s/ Todd G. Zimmerman
	Name:	Todd G. Zimmerman
	Title:	Secretary
AMR HOLDCO, INC.
By:	/s/ Todd G. Zimmerman
	Name:	Todd G. Zimmerman
	Title:	Secretary
CLAIMCO LP
By:	EMSC, Inc.
	its general partner
By:	/s/ Todd G. Zimmerman
	Name:	Todd G. Zimmerman
	Title:	Secretary

[Signature Page to Assignment]

EX-10.14.1

Exhibit 10.14.1

EQUITY OPTION AGREEMENT

THIS AGREEMENT entered into as of                  , 2005 by and between Emergency Medical Services L.P., a Delaware limited partnership (the “Company”), and the undersigned employee of the Company or a subsidiary thereof (the “Optionee”).

RECITALS

The Company maintains the Emergency Medical Services L.P. Equity Option Plan (the “Plan”).

Pursuant to the Plan, the Company desires to grant the Optionee an option to acquire Units.

NOW, THEREFORE, the Company and the Optionee, intending to be legally bound, hereby agree as follows:

1. Definitions. Any capitalized term not defined in this Agreement shall have the meaning set forth in the Plan. As used in this Agreement, the following terms have the meanings set forth below:

“Cumulative Cash Flow Target” means EBITDA of not less than the Target Amount for the four consecutive calendar years ending December 31, 2008 (the “Measurement Period”). As used herein:

“EBITDA” means the consolidated net income of the Company and its subsidiaries, (a) adjusted by adding thereto, to the extent deducted in determining such consolidated net income, interest, taxes, depreciation and amortization, and (b) further adjusted to eliminate any costs, or to add any income, that the Board determines in good faith is appropriate to reflect non-recurring or unusual items.

“Target Amount” means (a) $617.4 million (being 90% of the EBITDA included in management’s base case projected in connection with the acquisition of the Company), plus (b) the Target EBITDA of any Business acquired by the Company after the date of this Agreement. The Board shall make such adjustment to the Target Amount and the Target EBITDA as it determines in good faith to be appropriate to reflect non-recurring or unusual items, including the sale of any Business during the Measurement Period.

“Target EBITDA” of a Business acquired by the Company means the EBITDA of that Business for the balance of the Measurement Period, as reflected in the projections considered by the Board in connection with such acquisition. The acquisition of a “Business” means the acquisition of a corporation or other entity or all or a substantial portion of the assets used by another corporation or other entity to conduct business operations.

“15% Internal Rate of Return” means an Investor Return, in cash, at least equal to an amount determined by increasing the amount of the initial investment, and all subsequent direct or indirect investments by Onex, by the total compounded annual rate of return of 15%, taking into account for these purposes the exercise of all options to purchase Units outstanding

under the Plan or otherwise (including, without limitation, options, other stock awards or interests held by affiliates of Onex and their respective employees), which are then exercisable or become exercisable as a result of the realization of the 15% Internal Rate of Return. The determination of whether the 15% Internal Rate of Return has been realized shall be made by the Board whose decision shall be final and binding on the Optionee. For the avoidance of doubt, a 15% Internal Rate of Return shall be deemed realized only if the Investor Return includes both the amount of the investments and the required return on the investments.

“Investor Return” means the sum of all cash amounts actually received by Onex, on a cumulative basis through the date of determination, in the form of cash dividends, other distributions or sale proceeds in connection with (a) a disposition of all or any part of its Units calculated based on the actual net proceeds received from the disposition of such Units, (b) a disposition of all or substantially all of the assets of the Company or a subsidiary or (c) a recapitalization of the Company or any subsidiary. Such calculation shall take into account any transaction costs and fees and shall exclude any management, consulting or other similar fees received by Onex or its affiliates.

“IPO/Recap” means an initial public offering of the equity of the Company (an “IPO”) or a recapitalization of the Company.

“Onex” means Onex Partners LP.

2. Grant of Option. Effective as of the “Grant Date” set forth on the signature page of this Agreement, the Company hereby grants to the Optionee an option (the “Option”) to purchase the number of Units set forth on the signature page of this Agreement on the terms and conditions hereinafter set forth.

3. Exercise Price. The “Exercise Price” for the Units covered by the Option is the Exercise Price set forth on the signature page of this Agreement.

4. Vesting and Exercisability.

(a) The Options shall vest and become exercisable in the following two ways:

(i) Time Vesting. Twelve and one-half percent (12.5%) of the Options shall become vested and exercisable on each of the first four anniversaries of the Grant Date.

(ii) Time and Performance Vesting. An additional twelve and one-half percent (12.5%) of the Options shall vest and become exercisable on each of the first four anniversaries of the Grant Date, provided, that exercisability is subject to the further condition that Onex has realized a 15% Internal Rate of Return.

(b) Notwithstanding the provision of clauses (a)(i) and (ii), upon the occurrence of a Liquidity Event in which Onex realizes a 15% Internal Rate of Return, all of the Options shall become fully vested and exercisable on the date of such Liquidity Event and the Options shall terminate and be of no further force or effect if they are not exercised in connection with, and on the date of, such Liquidity Event. For the purposes of the preceding sentence only, the 15% Internal Rate of Return shall be determined based on (i) cash received by Onex at any time and/or (ii) the fair market value of assets received by Onex at any time (as such fair market value is determined by the Board). Any assets received by the Optionee in the Liquidity Event shall be subject to the same restrictions (such as lock-up provisions) to which the assets received by Onex are subject.

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(c) On the fourth anniversary of the Grant Date, if the Options referred to in clause (a)(ii) have time vested but are not exercisable because Onex has not realized a 15% Internal Rate of Return, then such Options shall also become exercisable on that date if:

(A) the Company has met the Cumulative Cash Flow Target, or

(B) if (x) the Units are publicly traded and listed on a national securities exchange or on NASDAQ and (y) Onex would have realized a 15% Internal Rate of Return if it had sold its remaining Units at a per Unit price equal to the weighted average sale price of the Units (as quoted by such national securities exchange or NASDAQ) for any 30 consecutive trading days.

(d) Upon the consummation of a Liquidity Event, Options that are not vested, or are not exercisable because Onex has not realized a 15% Internal Rate of Return, as well as Options that are vested but are not exercised by the Optionee, shall terminate automatically on the consummation of the Liquidity Event, and be of no further force or effect. The occurrence of an IPO/Recap shall not affect the vesting of the Options.

5. Term of Options. Each Option (whether or not then exercisable) shall terminate automatically on the earliest to occur of:

(a) 180 days after the date of the Optionee’s termination of employment due to death or disability;

(b) 30 days after the date of the Optionee’s termination of employment by the Company without Cause;

(c) subject to the provisions of clauses (a) and (b), the date on which the Optionee’s employment with the Company is terminated, whether by the Company or the Optionee;

(d) the date of the consummation of a Liquidity Event;

(e) the liquidation or dissolution of the Company; and

(f) the tenth anniversary of the Grant Date.

6. Manner of Exercise of Option.

(a) The Optionee may exercise any then exercisable Option in accordance with the provisions of the Plan.

(b) The Company may delay the issuance of Units covered by the Option as provided in the Plan.

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7. Non-Transferability. The Option is not transferable except as provided is the Plan. The right of the Optionee to exercise the Option (as and when exercisable) shall not be assignable or transferable by the Optionee otherwise than by will or the laws of descent and distribution, and such Units may be purchased during the lifetime of the Optionee only by him (or his legal representative in the event that he is disabled). Any other transfer shall be null and void and without effect, including, without limitation, any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition contrary to the provisions hereof, or levy of execution, attachment, trustee process or similar process, whether legal or equitable, upon the Option.

8. Representation Letter and Investment Legend.

(a) If the disposition of the Units to be issued upon exercise of an Option are not covered by a current registration statement under the Securities Act when the Option is exercised, the Committee may require the Optionee, as a condition precedent to receipt of the Units, to represent to the Company in writing that the Units acquired by such Optionee are acquired for investment only and not with view to distribution. The Company shall place a legend upon any certificate for the Units issued by reason of such exercise.

(b) The Company shall be under no obligation to qualify Units for sale under any securities laws or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue or sale of Units.

9. Adjustments upon Changes in Capitalization.

(a) In the event that the outstanding Units are changed into or exchanged for a different number or kind of units or other securities of the Company or of another entity by reason of any reorganization, merger, consolidation, recapitalization, reclassification, combination of units, or dividends payable in capital stock, the Committee shall make appropriate adjustment in the number and kind of units, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable.

(b) In connection with a Liquidity Event, and without limiting the provisions of Sections 4(d) and 5(d), the Company may, in the sole discretion of the Board, deliver to the Optionee, to the extent that the right to purchase Units under the Option has vested and is exercisable, the same kind of consideration (net of the Exercise Price for such Units) that is delivered to the Unitholders of the Company as a result of such Liquidity Event, or the Board may, in its sole discretion, cancel the Option, to the extent not thereto for exercised, in exchange for cash consideration in an amount equal to the value of those securities or other consideration the Optionee would have received had the Option been exercised (to the extent it has vested and is exercisable and has not been exercised), less the Exercise Price therefor. Upon the Optionee’s receipt of such consideration, the Option shall immediately terminate and be of no further force or effect, whether vested or not. The value of the securities or other consideration the Optionee would have received if the Option had been exercised and the value of any consideration exchanged for an Option shall be determined in good faith by the Board. Without limiting the foregoing, payment of any consideration pursuant to this Section 9(b) may be made in cash to the Optionee if the Optionee is not an accredited investor within the meaning of Regulation D under the Securities Act.

(c) Upon the dissolution or liquidation of the Company, the Option shall terminate, but the Optionee (if at such time in the employ the Company or any of its subsidiaries) shall have the right, immediately prior to such dissolution or liquidation, to exercise any Options that have vested and are exercisable.

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10. Joinder to Partnership and Equityholders Agreements. As a condition to the grant of Options, and by execution of this Agreement, each Optionee agrees to be bound by the terms of each of:

(a) the Agreement of Limited Partnership of the Company, dated as of February 10, 2005, by and among the Company, Onex Partners LP and the other parties named therein (as the same may be amended, supplemented or otherwise modified from time to time, the “Partnership Agreement”) as if such Optionee were a signatory thereto and such Optionee acknowledges that each Option, and all Units acquired by him or her upon exercise of such Options, will be subject to the terms and conditions contained in the Partnership Agreement, and

(b) the Equityholders Agreement, dated as of February 10, 2005, by and among the Company and certain equityholders of the Company named therein (as the same may be amended, supplemented or otherwise modified from time to time, the “Equityholders Agreement”), as if such Optionee were a signatory thereto and such Optionee acknowledges that each Option, and all Units acquired by him or her upon exercise of such Options, will be subject to the terms and conditions contained in the Equityholders Agreement; provided however, that any Optionee party to the Investor Equityholders Agreement, dated as of February 10, 2005, by and among the Company and certain equityholders of the Company named therein (as the same may be amended supplemented or otherwise modified from time to time, the “Investor Equityholders Agreement”) shall not be deemed to have executed the Equityholders Agreement and such Optionee acknowledges that each Option, and all Units acquired by him or her upon exercise of such Options, will be subject to the terms and conditions contained in the Investor Equityholders Agreement.

11. No Employment Rights. Nothing contained in this Agreement shall be construed or deemed by any person under any circumstances to bind the Company or any of its subsidiaries to continue the employment of the Optionee for any period.

12. No Rights as a Limited Partner. The Optionee shall have no rights as a limited partner with respect to any Units unless and until the Company has received consideration equal to the Exercise Price for such Units and the issuance of such Units are recorded on the Unit register of the Company. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such Units are recorded on the Unit register of the Company.

13. Withholding Taxes. The Optionee hereby agrees, as a condition to any exercise of the Option, to pay the Company an amount sufficient to satisfy its obligation to withhold federal, state and local taxes arising by reason of such exercise (the “Withholding Amount”), if any, by (a) authorizing the Company to withhold the Withholding Amount from his cash compensation, or (b) remitting the Withholding Amount to the Company in cash; provided that, to the extent that the Withholding Amount is not provided by one or a combination of such methods, the Company may at its election withhold from the Units delivered upon exercise of the Option that number of Units having a Fair Market Value equal to the Withholding Amount.

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14. Option Terms. This Agreement supersedes the provisions of any employment agreement between the Optionee and the Company, or a subsidiary thereof, with respect to the terms of any options to be granted by the Company or any affiliate.

[Signature page follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed, by its officer thereunto duly authorized, and the Optionee has executed this Agreement, all as of the day and year first above written.

EMERGENCY MEDICAL SERVICES L.P.		OPTIONEE
By:	Emergency Medical Services Corporation, its general partner	By:	(signature)
By:
Name:				(print name)
Title:

Address:

Facsimile No.

Social Security No.

The Option granted hereby is as follows:

Optionee: _________________________________________

Grant Date: _______________________________________

Number of Class B Units: ____________________________

Exercise Price:                  $___________________________

[Signature page to Equity Option Agreement]

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EXERCISE FORM

EMERGENCY MEDICAL SERVICES L.P.

c/o EMERGENCY MEDICAL SERVICES CORPORATION, its general partner

6200 S. Syracuse Way

Suite 200

Greenwood Village, CO 80111

The undersigned holder of                      Options granted by EMERGENCY MEDICAL SERVICES L.P. pursuant to an Equity Option Agreement, dated                     , 2005, hereby irrevocably exercises the right to acquire and subscribe for those securities identified below issuable on the exercise of all or part of such Option, on the terms specified in the said Option Agreement, the Plan and all instruments supplemental thereto:

Number of Class B Units to be acquired:

Exercise Price per Unit:

Aggregate Exercise Price payable:

and hereby tenders a certified check or cash for such aggregate Exercise Price, and directs such securities to be registered in the holder’s name and recorded on the Unit register of Emergency Medical Services L.P. as set out below.

The holder of this Option hereby acknowledges and agrees that: (i) before the securities referred to above will be issued or any payment with respect to this Option will be made, the holder of this Option must pay, or make arrangements satisfactory to the Company with respect to the payment of, any amount necessary to comply with any U.S. federal, state or local tax withholding requirements that apply as a result of the exercise hereof (or payment made with respect to this Option), and (ii) if such holder makes an election under Section 83(b) of the Internal Revenue Code with respect to the securities purchased hereunder, the undersigned must deliver a copy of such election to the Company at the time it is filed with the Internal Revenue Service.

Dated this      day of                     ,     

(Signature of Holder)

(Print Full Name)

(Address)

INSTRUCTIONS:

1. The holder may exercise his right to receive securities pursuant to the Option by completing this form and surrendering this form, together with the Exercise Price, to the Secretary of Emergency Medical Services Corporation, the general partner of Emergency Medical Services L.P., at its principal office listed above, along with (i) any documents requested by the Company with respect to payment of any amount necessary to comply with any U.S. federal, state or local or foreign tax withholding requirements and (ii) if applicable, a copy of such holder’s election under Section 83(b) of the Internal Revenue Code.

2. Evidence of recordation of the Units represented by this Option on the Emergency Medical Services L.P. Unit register will be delivered or mailed as soon as practicable after the exercise of the Option.

3. If this exercise form is signed by a trustee, executor, administrator, curator, guardian, attorney or any other person acting in a fiduciary or representative capacity, the notice must be accompanied by evidence of authority to sign satisfactory to EMERGENCY MEDICAL SERVICES L.P.

* * *

EX-10.14.2

Exhibit 10.14.2

FORM OF EQUITY OPTION AGREEMENT

OF

DIRECTORS

THIS AGREEMENT entered into as of                  , 2005 by and between Emergency Medical Services Corporation, a Delaware corporation (the “Company”), and the undersigned director of the Company or a subsidiary thereof (the “Optionee”).

RECITALS

The options referenced in this agreement were issued initially by Emergency Medical Services L.P. (“EMS LP”) on                  , 2005. This Agreement reflects the assumption of the initial option grant by the Company, as successor to Emergency Medical Services L.P., effective on the closing of the initial public offering of class A common stock, par value $.01 per share, of the Company (the “Stock”) on December 21, 2005.

The Emergency Medical Services L.P. Equity Option Plan (the “Plan”) permits options to be granted only to employees of the Company or any subsidiary of the Company. Notwithstanding such limitation, the Company desires to grant the Optionee an option to acquire shares of the Stock on the terms and conditions set forth in the Plan, as if Optionee were an Employee (as defined in the Plan). Accordingly, the terms and conditions of the Plan are incorporated herein by reference, as though set forth in full in this Agreement, with the Optionee deemed to be an Employee for purposes of interpreting the provisions incorporated into this Agreement, and the Optionee’s services as a director of the Company to be substituted for references to the Employee’s employment by the Company or a subsidiary.

NOW, THEREFORE, the Company and the Optionee, intending to be legally bound, hereby agree as follows:

1. Definitions. Any capitalized term not defined in this Agreement shall have the meaning set forth in the Plan. As used in this Agreement, the following terms have the meanings set forth below:

“Cumulative Cash Flow Target” means EBITDA of not less than the Target Amount for the four consecutive calendar years ending December 31, 2008 (the “Measurement Period”). As used herein:

“EBITDA” means the consolidated net income of the Company and its subsidiaries, (a) adjusted by adding thereto, to the extent deducted in determining such consolidated net income, interest, taxes, depreciation and amortization, and (b) further adjusted to eliminate any costs, or to add any income, that the Board determines in good faith is appropriate to reflect non-recurring or unusual items.

“Target Amount” means (a) $617.4 million (being 90% of the EBITDA included in management’s base case projected in connection with the acquisition of the Company), plus (b) the Target EBITDA of any Business acquired by the Company after the date of this Agreement. The Board shall make such adjustment to the Target Amount and the Target EBITDA as it determines in good faith to be appropriate to reflect non-recurring or unusual items, including the sale of any Business during the Measurement Period.

“Target EBITDA” of a Business acquired by the Company means the EBITDA of that Business for the balance of the Measurement Period, as reflected in the projections considered by the Board in connection with such acquisition. The acquisition of a “Business” means the acquisition of a corporation or other entity or all or a substantial portion of the assets used by another corporation or other entity to conduct business operations.

“15% Internal Rate of Return” means an Investor Return, in cash, at least equal to an amount determined by increasing the amount of the initial investment, and all subsequent direct or indirect investments by Onex, by the total compounded annual rate of return of 15%, taking into account for these purposes the exercise of all options to purchase the Stock outstanding

under the Plan or otherwise (including, without limitation, options, other stock awards or interests held by affiliates of Onex and their respective employees), which are then exercisable or become exercisable as a result of the realization of the 15% Internal Rate of Return. The determination of whether the 15% Internal Rate of Return has been realized shall be made by the Board whose decision shall be final and binding on the Optionee. For the avoidance of doubt, a 15% Internal Rate of Return shall be deemed realized only if the Investor Return includes both the amount of the investments and the required return on the investments.

“Investor Return” means the sum of all cash amounts actually received by Onex, on a cumulative basis through the date of determination, in the form of cash dividends, other distributions or sale proceeds in connection with (a) a disposition of all or any part of its Stock, Units and Class B Common Stock, par value $.01 per share (“Class B Common Stock”) calculated based on the actual net proceeds received from the disposition of such Stock, Units and Class B Common Stock, (b) a disposition of all or substantially all of the assets of the Company or a subsidiary or (c) a recapitalization of the Company or any subsidiary. Such calculation shall take into account any transaction costs and fees and shall exclude any management, consulting or other similar fees received by Onex or its affiliates.

“IPO/Recap” means an initial public offering of the equity of the Company (an “IPO”) or a recapitalization of the Company.

“Onex” means Onex Partners LP.

“Units” means the LP Exchange Units representing partnership interests in Emergency Medical Services L.P.

2. Grant of Option. Effective as of the “Grant Date” set forth on the signature page of this Agreement, EMS LP granted to the Optionee an option (the “Option”) to purchase the Units; this Option was assumed by the Company as successor, effective December 21, 2005.

3. Exercise Price. The “Exercise Price” for the shares of Stock covered by the Option is the Exercise Price set forth on the signature page of this Agreement.

4. Vesting and Exercisability.

(a) The Options shall vest and become exercisable in the following two ways:

(i) Time Vesting. Twelve and one-half percent (12.5%) of the Options shall become vested and exercisable on each of the first four anniversaries of the Grant Date.

(ii) Time and Performance Vesting. An additional twelve and one-half percent (12.5%) of the Options shall vest and become exercisable on each of the first four anniversaries of the Grant Date, provided, that exercisability is subject to the further condition that Onex has realized a 15% Internal Rate of Return.

(b) Notwithstanding the provision of clauses (a)(i) and (ii), upon the occurrence of a Liquidity Event in which Onex realizes a 15% Internal Rate of Return, all of the Options shall become fully vested and exercisable on the date of such Liquidity Event and the Options shall terminate and be of no further force or effect if they are not exercised in connection with, and on the date of, such Liquidity Event. For the purposes of the preceding sentence only, the 15% Internal Rate of Return shall be determined based on (i) cash received by Onex at any time and/or (ii) the fair market value of assets received by Onex at any time (as such fair market value is determined by the Board). Any assets received by the Optionee in the Liquidity Event shall be subject to the same restrictions (such as lock-up provisions) to which the assets received by Onex are subject.

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(c) On the fourth anniversary of the Grant Date, if the Options referred to in clause (a)(ii) have time vested but are not exercisable because Onex has not realized a 15% Internal Rate of Return, then such Options shall also become exercisable on that date if:

(A) the Company has met the Cumulative Cash Flow Target, or

(B) if (x) the Stock is publicly traded and listed on a national securities exchange or on NASDAQ and (y) Onex would have realized a 15% Internal Rate of Return if it had sold its remaining Stock at a per share price equal to the weighted average sale price of the Stock (as quoted by such national securities exchange or NASDAQ) for any 30 consecutive trading days.

(d) Upon the consummation of a Liquidity Event, Options that are not vested, or are not exercisable because Onex has not realized a 15% Internal Rate of Return, as well as Options that are vested but are not exercised by the Optionee, shall terminate automatically on the consummation of the Liquidity Event, and be of no further force or effect. The occurrence of an IPO/Recap shall not affect the vesting of the Options.

5. Term of Options. Each Option (whether or not then exercisable) shall terminate automatically on the earliest to occur of:

(a) 180 days after the date of termination of the Optionee’s services as a director due to death or disability;

(b) [30] days after the date of termination of the Optionee’s services as a director for reasons other than those set forth in Clauses (a), (d) (e) and (f) herein;

(c) subject to the provisions of clauses (a) and (b), the date of termination of the Optionee’s services as a director of the Company, whether by the Company or the Optionee;

(d) the date of the consummation of a Liquidity Event;

(e) the liquidation or dissolution of the Company; and

(f) the tenth anniversary of the Grant Date.

6. Manner of Exercise of Option.

(a) The Optionee may exercise any then exercisable Option in accordance with the provisions of the Plan.

(b) The Company may delay the issuance of Stock underlying the Option as described in the Plan.

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7. Non-Transferability. The Option is not transferable except as provided is the Plan. The right of the Optionee to exercise the Option (as and when exercisable) shall not be assignable or transferable by the Optionee otherwise than by will or the laws of descent and distribution, and such Stock may be purchased during the lifetime of the Optionee only by him (or his legal representative in the event that he is disabled). Any other transfer shall be null and void and without effect, including, without limitation, any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition contrary to the provisions hereof, or levy of execution, attachment, trustee process or similar process, whether legal or equitable, upon the Option.

8. Representation Letter and Investment Legend.

(a) If the disposition of the Stock to be issued upon exercise of an Option are not covered by a current registration statement under the Securities Act when the Option is exercised, the Committee may require the Optionee, as a condition precedent to receipt of the Stock, to represent to the Company in writing that the Stock acquired by such Optionee are acquired for investment only and not with view to distribution. The Company shall place a legend upon any certificate for the shares of Stock issued by reason of such exercise.

(b) The Company shall be under no obligation to qualify the Stock for sale under any securities laws or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue or sale of the Stock.

9. Adjustments upon Changes in Capitalization.

(a) In the event that the outstanding Stock is changed into or exchanged for a different number or class of Stock or other securities of the Company or of another entity by reason of any reorganization, merger, consolidation, recapitalization, reclassification, combination of Stock, or dividends payable in capital stock, the Committee shall make appropriate adjustment in the number and Class of Stock, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable.

(b) In connection with a Liquidity Event, and without limiting the provisions of Sections 4(d) and 5(d), the Company may, in the sole discretion of the Board, deliver to the Optionee, to the extent that the right to purchase shares of the Stock under the Option has vested and is exercisable, the same kind of consideration (net of the Exercise Price for such Stock) that is delivered to the Unitholders of the Company as a result of such Liquidity Event, or the Board may, in its sole discretion, cancel the Option, to the extent not thereto for exercised, in exchange for cash consideration in an amount equal to the value of those securities or other consideration the Optionee would have received had the Option been exercised (to the extent it has vested and is exercisable and has not been exercised), less the Exercise Price therefor. Upon the Optionee’s receipt of such consideration, the Option shall immediately terminate and be of no further force or effect, whether vested or not. The value of the securities or other consideration the Optionee would have received if the Option had been exercised and the value of any consideration exchanged for an Option shall be determined in good faith by the Board. Without limiting the foregoing, payment of any consideration pursuant to this Section 9(b) may be made in cash to the Optionee if the Optionee is not an accredited investor within the meaning of Regulation D under the Securities Act.

(c) Upon the dissolution or liquidation of the Company, the Option shall terminate, but the Optionee (if at such time serving as a member of the Board of Directors of the Company) shall have the right, immediately prior to such dissolution or liquidation, to exercise any Options that have vested and are exercisable.

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10. Joinder to Equityholders Agreements. As a condition to the grant of Options, and by execution of this Agreement, each Optionee agrees to be bound by the terms of each of the Equityholders Agreement, dated as of February 10, 2005, by and among the Company and certain equityholders of the Company named therein (as amended, the “Equityholders Agreement”), as if such Optionee were a signatory thereto and such Optionee acknowledges that each Option, and all Stock acquired by him or her upon exercise of such Options, will be subject to the terms and conditions contained in the Equityholders Agreement; provided however, that any Optionee party to the Investor Equityholders Agreement, dated as of February 10, 2005, by and among the Company and certain equityholders of the Company named therein (as amended, the “Investor Equityholders Agreement”) shall not be deemed to have executed the Equityholders Agreement and such Optionee acknowledges that each Option, and all Stock acquired by him or her upon exercise of such Options, will be subject to the terms and conditions contained in the Investor Equityholders Agreement.

11. No Employment Rights. Nothing contained in this Agreement shall be construed or deemed by any person under any circumstances to bind the Company or any of its subsidiaries to continue the services of the Optionee as a director for any period.

12. No Rights as a Limited Partner. The Optionee shall have no rights as a Stockholder with respect to any shares of Stock unless and until the Company has received consideration equal to the Exercise Price for such Stock and the issuance of such shares of Stock are recorded on the share register of the Company. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such shares of Stock are recorded on the share register of the Company.

13. Withholding Taxes. The Optionee hereby agrees, as a condition to any exercise of the Option, to pay the Company an amount sufficient to satisfy its obligation to withhold federal, state and local taxes arising by reason of such exercise (the “Withholding Amount”), if any, by (a) authorizing the Company to withhold the Withholding Amount from his cash compensation, or (b) remitting the Withholding Amount to the Company in cash; provided that, to the extent that the Withholding Amount is not provided by one or a combination of such methods, the Company may at its election withhold from the Stock delivered upon exercise of the Option that number of shares of Stock having a Fair Market Value equal to the Withholding Amount.

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14. Option Terms. This Agreement supersedes the provisions of any agreement between the Optionee and the Company, or a subsidiary thereof, with respect to the terms of any options to be granted by the Company or any affiliate.

15. Incorporation by Reference. This Agreement incorporates the terms and conditions of the Plan herein by reference, as though set forth in full in this Agreement, with the Optionee deemed to be an Employee for purposes of interpreting the provisions incorporated into this Agreement, and the Optionee’s services as a director of the Company to be substituted for references to the Employee’s employment by the Company or a subsidiary.

[Signature page follows]

6

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed, by its officer thereunto duly authorized, and the Optionee has executed this Agreement, all as of the day and year first above written.

EMERGENCY MEDICAL SERVICES CORPORATION	OPTIONEE
	By:	(signature)
By:		(print name)
Name:
Title:

Address:

Facsimile No.

Social Security No.

The Option granted hereby is as follows:

Optionee: _______________________________________

Grant Date: ______________________________________

Number of Shares of Class A Common Stock: ___________________________

Exercise Price:                  $___________________________

[Signature page to Director Equity Option Agreement]

7

EXERCISE FORM

EMERGENCY MEDICAL SERVICES CORPORATION

6200 S. Syracuse Way

Suite 200

Greenwood Village, CO 80111

The undersigned holder of                      Options granted by EMERGENCY MEDICAL SERVICES CORPORATION pursuant to an Equity Option Agreement, dated                     , 2005, hereby irrevocably exercises the right to acquire and subscribe for those securities identified below issuable on the exercise of all or part of such Option, on the terms specified in the said Option Agreement, the Plan and all instruments supplemental thereto:

Number of shares of Class A Common Stock to be acquired:

Exercise Price per share:

Aggregate Exercise Price payable:

and hereby tenders a certified check or cash for such aggregate Exercise Price, and directs such securities to be registered in the holder’s name and recorded on the share register of Emergency Medical Services Corporation as set out below.

The holder of this Option hereby acknowledges and agrees that: (i) before the securities referred to above will be issued or any payment with respect to this Option will be made, the holder of this Option must pay, or make arrangements satisfactory to the Company with respect to the payment of, any amount necessary to comply with any U.S. federal, state or local tax withholding requirements that apply as a result of the exercise hereof (or payment made with respect to this Option), and (ii) if such holder makes an election under Section 83(b) of the Internal Revenue Code with respect to the securities purchased hereunder, the undersigned must deliver a copy of such election to the Company at the time it is filed with the Internal Revenue Service.

Dated this      day of                     ,     

(Signature of Holder)

(Print Full Name)

(Address)

INSTRUCTIONS:

1. The holder may exercise his right to receive securities pursuant to the Option by completing this form and surrendering this form, together with the Exercise Price, to the Secretary of Emergency Medical Services Corporation, at its principal office listed above, along with (i) any documents requested by the Company with respect to payment of any amount necessary to comply with any U.S. federal, state or local or foreign tax withholding requirements and (ii) if applicable, a copy of such holder’s election under Section 83(b) of the Internal Revenue Code.

2. Evidence of recordation of the Units represented by this Option on the Emergency Medical Services Corporation share register will be delivered or mailed as soon as practicable after the exercise of the Option.

3. If this exercise form is signed by a trustee, executor, administrator, curator, guardian, attorney or any other person acting in a fiduciary or representative capacity, the notice must be accompanied by evidence of authority to sign satisfactory to EMERGENCY MEDICAL SERVICES CORPORATION.

* * *

EX-14.1

Exhibit 14.1

Code of Ethics for the Chief Executive Officer and Senior

Financial Officers

Adopted December 14, 2005

Emergency Medical Services Corporation (“EMSC”) and its subsidiaries and managed affiliates (collectively, the “Company”) have adopted this Code of Ethics for the Chief Executive Officer and Senior Financial Officers. This Code of Ethics is designed to deter wrongdoing and promote a culture of ethical and honest behavior.

This Code of Ethics supplements EMSC’s Code of Business Conduct and Ethics, which applies to all employees, officers and directors of the Company.

Persons Covered

This Code of Ethics applies to EMSC’s Chief Executive Officer (“CEO”) as well as the Chief Financial Officer, corporate officers with financial accounting and reporting responsibilities, including the Controller, Treasurer and chief accounting officer, and any other employee performing similar tasks or functions for the Company (collectively, “Senior Financial Officers”).

Professional or Personal Conflicts of Interest

The CEO and Senior Financial Officers are expected to dedicate their best efforts to advancing the Company’s interests, using unbiased and objective standards when making business decisions. The CEO and Senior Financial Officers are obligated to conduct the Company’s business in an ethical and honest manner, including the ethical handling of actual or apparent conflicts of interest. A conflict of interest occurs when personal interests are adverse to, or in conflict with, the interests of the Company. Prior to making any investment, accepting any outside position or benefit, or conducting other business that creates an actual or apparent conflict of interest, or allowing a family member to do so, the CEO or Senior Financial Officer must make full disclosure of the facts and circumstances that may give rise to the actual or apparent conflict of interest to EMSC’s General Counsel, and receive approval to proceed with the transaction from the General Counsel or EMSC’s Board of Directors.

Disclosures

When filing reports or submitting documents to the Securities and Exchange Commission, and in all other public communications, the Senior Financial Officers are expected to make disclosures which are full, fair, accurate, timely and understandable in all material respects. This Code of Ethics, including any amendments to or waivers of this Code of Ethics, will be publicly disclosed in accordance with the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission Rules.

Compliance with Governmental Laws, Rules and Regulations

It is the responsibility of the CEO and Senior Financial Officers to abide by all laws, rules and regulations related to the Company. While the Company does not expect any single individual to understand all details of the laws, rules and regulations potentially impacting the Company, the Senior Financial Officers should seek guidance as to the applicability and effect of such laws, rules and regulation and report any violation or suspected violations to EMSC’s General Counsel or EMSC’s Board of Directors.

Reporting of Violations of this Code of Ethics

The CEO and Senior Financial Officers are accountable to this Code of Ethics and responsible for adhering to its provisions. All violations and/or suspected violations of the Code of Ethics must be reported immediately to EMSC’s General Counsel. A violation of this Code of Ethics may result in disciplinary action, up to and including termination, as determined by EMSC’s Board of Directors.

Waivers of this Code of Ethics

Any waiver of this Code of Ethics or of a specific provision must be pre-approved, in writing, by EMSC’s Board of Directors. Waivers will be publicly disclosed as required by applicable law.

2

EX-21.1

Exhibit 21.1

Subsidiaries of

Emergency Medical Services Corporation

and

Emergency Medical Services L.P.

Entity Name	Jurisdiction of Formation	Doing Business As
EmCare HoldCo, Inc.	Delaware	N/A
EmCare Holdings, Inc.	Delaware	N/A
EmCare, Inc.	Delaware	N/A
EMCA Insurance Company, Ltd. N/A	Cayman Islands	N/A
EmCare of Maryland LLC	Maryland	N/A
EmCare Contract of Arkansas, Inc.	Arkansas	N/A
EmCare of Alabama, Inc.	Alabama	N/A
EmCare of Arizona, Inc.	Arizona	N/A
EmCare of California, Inc.	California	N/A
EmCare of Colorado, Inc.	Colorado	N/A
EmCare of Connecticut, Inc.	Connecticut	N/A
EmCare of Florida, Inc.	Florida	N/A
EmCare of Georgia, Inc.	Georgia	N/A
EmCare of Hawaii, Inc.	Hawaii	N/A
EmCare of Indiana, Inc.	Indiana	N/A
EmCare of Iowa, Inc.	Iowa	N/A
EmCare of Kentucky, Inc.	Kentucky	N/A
EmCare of Louisiana, Inc.	Louisiana	N/A
EmCare of Maine, Inc.	Maine	N/A
EmCare of Michigan, Inc.	Michigan	N/A
EmCare of Minnesota, Inc.	Minnesota	N/A
EmCare of Mississippi, Inc.	Mississippi	N/A
EmCare of Missouri, Inc.	Missouri	N/A
EmCare of Nevada, Inc.	Nevada	N/A

Entity Name	Jurisdiction of Formation	Doing Business As
EmCare of New Hampshire, Inc.	New Hampshire	N/A
EmCare of New Jersey, Inc.	New Jersey	N/A
EmCare of New Mexico, Inc.	New Mexico	N/A
EmCare of New York, Inc.	New York	N/A
EmCare of North Carolina, Inc.	North Carolina	N/A
EmCare of North Dakota, Inc.	North Dakota	N/A
EmCare of Ohio, Inc.	Ohio	N/A
EmCare of Oklahoma, Inc.	Oklahoma	N/A
EmCare of Oregon, Inc.	Oregon	N/A
EmCare of Pennsylvania, Inc.	Pennsylvania	N/A
EmCare of Rhode Island, Inc.	Rhode Island	N/A
EmCare of South Carolina, Inc.	South Carolina	N/A
EmCare of Tennessee, Inc.	Tennessee	N/A
EmCare of Texas, Inc.	Texas	N/A
EmCare of Vermont, Inc.	Vermont	N/A
EmCare of Virginia, Inc.	Virginia	N/A
EmCare of Washington, Inc.	Washington	N/A
EmCare of West Virginia, Inc.	West Virginia	N/A
EmCare of Wisconsin, Inc.	Wisconsin	N/A
EmCare Physician Providers, Inc.	Missouri	N/A
EmCare Physician Services, Inc.	Delaware	N/A
EmCare Services of Illinois, Inc.	Illinois	N/A
EmCare Services of Massachusetts, Inc.	Massachusetts	N/A
EmCare Anesthesia Services, Inc.	Delaware	N/A
ECEP, Inc.	Missouri	N/A
Coordinated Health Services, Inc.	Pennsylvania	N/A
EM-CODE Reimbursement Solutions, Inc.	Delaware	N/A
Emergency Medicine Education Systems, Inc.	Texas	N/A
Emergency Specialists of Arkansas, Inc. II	Texas	N/A
First Medical/EmCare, Inc.	California	N/A

2

Entity Name	Jurisdiction of Formation	Doing Business As
Healthcare Administrative Services, Inc.	Delaware	Healthcare Services of Georgia, Inc.
OLD STAT, Inc.	Delaware	N/A
Reimbursement Technologies, Inc.	Pennsylvania	N/A
STAT Physicians, Inc.	Florida	N/A
The Gould Group, Inc	Texas	N/A
Tifton Management Services, Inc.	Georgia	N/A
Tucker Emergency Services, Inc.	Georgia	N/A
Helix Physicians Management, Inc.	California	N/A
Norman Bruce Jetton, Inc.	California	N/A
Pacific Emergency Specialists Management, Inc.	California	N/A
American Emergency Physicians Management, Inc.	California	N/A
Physician Account Management, Inc.	Florida	N/A
Provider Account Management, Inc.	Delaware	N/A
Charles T. Mitchell, M.D., Inc.	Hawaii	N/A
EMS Management, Inc.	Delaware	N/A
American Medical Response, Inc.	Delaware	N/A
Hank’s Acquisition Corp.	Alabama	N/A
Fountain Ambulance Service, Inc.	Alabama	N/A
MedLife Emergency Medical Service, Inc.	Alabama	N/A
American Medical Response Northwest, Inc.	Oregon	AMR Northwest, Inc.
		Buck Medical Services, Inc.
		Buck Healthcare Services
		Buck Medical
		Clark County Wheelchair Transportation
		Medix
		Pramed
		American Medical
		Response (AMR)

3

Entity Name	Jurisdiction of Formation	Doing Business As
American Medical Response West	California	American Medical Response
		AMR
		Northern California Training Institute
		American Medical Response (AMR)
		911 Emergency Services
		Sonoma Life Support
		Mobile Life Support
Metropolitan Ambulance Service	California	N/A
American Medical Response of Inland Empire	California	AMR
		American Medical Response
Desert Valley Medical Transport, Inc.	California	American Medical Response (AMR)
Springs Ambulance Service, Inc.	California	American Medical Response (AMR)
American Medical Response of Colorado, Inc.	Delaware	N/A
International Life Support, Inc.	Hawaii	American Medical Response (AMR)
Medevac MidAmerica, Inc.	Missouri	American Medical Response
Medevac Medical Response, Inc.	Missouri	American Medical Response
American Medical Response of Oklahoma, Inc.	Delaware	American Medical Response (AMR)
American Medical Response of Texas, Inc.	Delaware	American Medical Response
Kutz Ambulance Service, Inc.	Wisconsin	American Medical Response (AMR)

4

Entity Name	Jurisdiction of Formation	Doing Business As
American Medical Response Holdings, Inc.	Delaware	N/A
American Medical Response Management, Inc.	Delaware	N/A
Regional Emergency Services, LP	Delaware	N/A
A1 Leasing, Inc.	Florida	N/A
Florida Emergency Partners, Inc.	Texas	N/A
Mobile Medic Ambulance Service, Inc.	Delaware	American Medical Response (AMR)
Metro Ambulance Service, Inc.	Delaware	American Medical Response (AMR)
Metro Ambulance Service (Rural), Inc.	Delaware	American Medical Response
		AMR
Medic One Ambulance Services, Inc.	Delaware	American Medical Response
		AMR
American Medical Response of South Carolina, Inc.	Delaware	American Medical Response
		AMR
American Medical Response of North Carolina, Inc.	Delaware	N/A
American Medical Response of Georgia, Inc.	Delaware	N/A
Troup County Emergency Medical Services, Inc.	Georgia	N/A
Randle Eastern Ambulance Service, Inc.	Florida	American Medical Response
Medi-Car Systems, Inc.	Florida	American Medical Response
		AMR
Medi-Car Ambulance Service, Inc.	Florida	American Medical Response
American Medical Response of Tennessee, Inc.	Delaware	American Medical Response (AMR)

5

Entity Name	Jurisdiction of Formation	Doing Business As
Physicians & Surgeons Ambulance Service, Inc.	Ohio	American Medical Response
		AMR
		American Medical Response of Ohio
		AMR of Ohio
		P & S Ambulance Service
American Medical Response of Illinois, Inc.	Delaware	American Medical Response
Midwest Ambulance Management Company	Delaware	N/A
Paramed, Inc.	Michigan	American Medical Response
		Ambucare
		E.M.T.S., Inc.
		Fleet Ambulance
		American Medical Response of Michigan
		AMR of Michigan
		ABC Courier Service
		Life Line Ambulance Service, Inc.
		Paramed
		Paravan
		Pulse Emergency Medical Systems
		Riverside E.M.S.
		Suburban Ambulance Service
Mercy Ambulance of Evansville, Inc.	Indiana	American Medical Response - AMR
		Ambucare
		Mercy Ambucare

6

Entity Name	Jurisdiction of Formation	Doing Business As
		Mercy Ambulance of Evansville
		AMR
		AMR of Indiana
		American Medical Response of Indiana
		American Medical Response
		Premier Mobility Service
Tidewater Ambulance Service, Inc.	Virginia	American Medical Response (AMR)
American Medical Response of Connecticut, Incorporated	Connecticut	AMR
		American Medical Response
American Medical Response of Massachusetts, Inc.	Massachusetts	Midland Ambulance Service
		American Medical Response (AMR)
		American Medical Response
		AMR
AMR Brockton, L.L.C.	Delaware	N/A
American Medical Response Mid-Atlantic, Inc.	Pennsylvania	Event Medical Services
		American Medical Response (AMR)
		American Medical Response
		AMR
American Medical Response Delaware Valley, LLC	Delaware	N/A
Ambulance Acquisition, Inc.	Delaware	N/A
Metro Ambulance Services, Inc.	Georgia	N/A
Broward Ambulance, Inc.	Delaware	American Medical Response

7

Entity Name	Jurisdiction of Formation	Doing Business As
Atlantic Ambulance Services Acquisition, Inc.	Delaware	American Medical Response
		AMR
Atlantic/Key West Ambulance, Inc.	Delaware	American Medical Response
Atlantic/Palm Beach Ambulance, Inc.	Delaware	American Medical Response
Seminole County Ambulance, Inc.	Delaware	American Medical Response
LifeFleet Southeast, Inc.	Florida	American Medical Response
American Medical Pathways, Inc.	Delaware	N/A
ProvidaCare, L.L.C.	Texas	N/A
Adam Transportation Service, Inc.	New York	American Medical Response
Associated Ambulance Service, Inc.	New York	American Medical Response
Park Ambulance Service Inc.	New York	American Medical Response
Five Counties Ambulance Service, Inc.	New York	American Medical Response
Sunrise Handicap Transport Corp.	New York	American Medical Response
STAT Healthcare, Inc.	Delaware	N/A
Laidlaw Medical Transportation, Inc.	Delaware	American Medical Response (AMR)
		Mercy Ambulance of Fort Wayne
		American Medical Response
		American Medical Response of Indiana
		AMR of Fort Wayne
		AMR of Indiana
		Central Ambulance

8

Entity Name	Jurisdiction of Formation	Doing Business As
		Crossroads Ambulance Service
		American Medtrans
		Shepard Ambulance
		Shepard Ambulance, Inc.
		Shepard Paramedics, Inc.
		Spokane Ambulance
		Yakima Medic 1
Mercy, Inc.	Nevada	American Medical Response (AMR)
American Investment Enterprises, Inc.	Nevada	Nevada Medi-Car
LifeCare Ambulance Service, Inc.	Illinois	N/A
TEK, Inc.	Illinois	American Medical Response (AMR)
Mercy Life Care	California	N/A
Hemet Valley Ambulance Service, Inc.	California	American Medical Response (AMR)
American Medical Response of Southern California	California	American Medical Response (AMR)
Medic One of Cobb, Inc.	Georgia	N/A
Puckett Ambulance Service, Inc.	Georgia	N/A
Global Medical Response, Inc.	Delaware	N/A
Global Emergency Medical Services Limited	Trinidad	N/A
	Tobago
Global Medical Response of Trinidad & Tobago, Ltd. (Joint Venture)	Trinidad	N/A
	Tobago
Global Medical Response of Barbados	Barbados	N/A
Limited

9

EX-31.1

Exhibit 31.1

CERTIFICATION

I, William A. Sanger, certify that:

1. I have reviewed this Form 10-K of Emergency Medical Services Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 21, 2006
/s/ William A. Sanger
Name:	William A. Sanger
Title:	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, William A. Sanger, certify that:

1. I have reviewed this Form 10-K of Emergency Medical Services L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 21, 2006
/s/ William A. Sanger
Name:	William A. Sanger
Title:	Chief Executive Officer
	Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P.

EX-31.3

Exhibit 31.3

CERTIFICATION

I, Randel G. Owen, certify that:

1. I have reviewed this Form 10-K of Emergency Medical Services Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 21, 2006
/s/ Randel G. Owen
Name:	Randel G. Owen
Title:	Chief Financial Officer

EX-31.4

Exhibit 31.4

CERTIFICATION

I, Randel G. Owen, certify that:

1. I have reviewed this Form 10-K of Emergency Medical Services L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 21, 2006

/s/ Randel G. Owen
Name:	Randel G. Owen
Title:	Chief Financial Officer
	Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P.

EX-32.1

Exhibit 32.1

Written Statement of the Chief Executive Officer and Chief Financial Officer

Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Chief Executive Officer and the Chief Financial Officer of Emergency Medical Services Corporation, a Delaware corporation (the “Company”), each hereby certifies that, to his knowledge on the date hereof:

(a) the Form 10-K of the Company for the fiscal year ended December 31, 2005, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William A. Sanger

William A. Sanger

Chief Executive Officer

March 21, 2006

/s/ Randel G. Owen

Randel G. Owen

Chief Financial Officer

March 21, 2006

EX-32.2

Exhibit 32.2

Written Statement of the Chief Executive Officer and Chief Financial Officer

Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Chief Executive Officer and the Chief Financial Officer of Emergency Medical Services Corporation, as general partner of Emergency Medical Services, L.P., a Delaware limited partnership (the “Company”), each hereby certifies that, to his knowledge on the date hereof:

(a) the Form 10-K of the Company for the fiscal year ended December 31, 2005, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William A. Sanger

William A. Sanger

Chief Executive Officer

Emergency Medical Services Corporation,

    as general partner of Emergency Medical

    Services L.P.

March 21, 2006

/s/ Randel G. Owen

Randel G. Owen

Chief Financial Officer

Emergency Medical Services Corporation,

    as general partner of Emergency Medical

    Services L.P.

March 21, 2006