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Delaware (State or Other Jurisdiction of Incorporation or Organization)		4119, 8011 and 8741 (Primary Standard Industrial Classification Code No.) 6200 S. Syracuse Way Greenwood Village, Colorado 80111 (303) 495-1200		20-3738384 20-2076535 (I.R.S. Employer Identification Nos.)
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Lynn Toby Fisher, Esq. Joel I. Greenberg, Esq. Kaye Scholer LLP 425 Park Avenue New York, New York 10022 (212) 836-8000		Todd Zimmerman, Esq. General Counsel Emergency Medical Services Corporation 6200 S. Syracuse Way Greenwood Village, Colorado 80111 (303) 495-1200		James J. Clark, Esq. Noah B. Newitz, Esq. Cahill Gordon & Reindel LLP 80 Pine Street New York, New York 10005 (212) 701-3000

						Proposed Maximum			Proposed Maximum
Title Of Each Class Of			Amount To Be			Offering Price			Aggregate Offering					Amount Of
Securities To Be Registered			Registered(1)			Per Share			Price					Registration Fee
Class A Common Stock, par value $0.01 per share			shares			(2)			$	172,500,000(2)				$	20,304	(3)
			1,148,325 shares			(4)			$	7,937,657(4)				$	935	(3)

(1)	Includes shares that the underwriters have the option to purchase solely to cover over-allotments, if any.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended.
(3)	Previously paid.
(4)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(2) of the Securities Act of 1933, as amended, based upon a book value of $10.3685 per share at June 30, 2005.

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	•	it contains different front and back cover pages;
	•	the section captioned “The Offering” has been replaced with a section captioned “The Exchange”, which describes the exchange and clarifies that references in the prospectus to “this offering” refer to the initial public offering of the class A common stock;
	•	the section captioned “Formation of Holding Company” has been expanded to state that the issuance of class A common stock in exchange for class B units will occur automatically, without any vote or consent of the class B unitholders, upon the completion of our public offering and to include information concerning the mechanics of authorizing the exchange;
	•	the section captioned “Use of Proceeds” has been replaced with a new section captioned “Use of Proceeds”;
	•	a new subsection captioned “Tax Consequences of the Exchange” has been added to the section captioned “Material U.S. Federal Income Tax Considerations”;
	•	a new section captioned “Comparison of Rights of EMS L.P. Class B Unitholders and EMSC Class A Stockholders” has been added to describe the differences in the rights attaching to the class B units and the class A common stock; and
	•	the section captioned “Underwriters” has been replaced with a section captioned “Plan of Distribution”.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

		Per Share				Total
Offering price		$				$
Underwriting discounts and commissions		$				$
Proceeds to Emergency Medical Services Corporation, before expenses		$				$

Banc of America Securities LLC	JPMorgan

CIBC World Markets	Credit Suisse First Boston	Goldman, Sachs & Co.

Scotia Capital		Utendahl

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		Page
Summary			1
Risk Factors			9
Cautionary Statements Regarding Forward-Looking Statements			26
Formation of Holding Company			27
Use of Proceeds			31
Capitalization			32
Dilution			33
Dividend Policy			34
Unaudited Pro Forma Consolidated Financial Data			35
Selected Combined and Consolidated Financial Information and Other Data			41
Management’s Discussion and Analysis of Financial Condition and Results of Operations			43
Industry			69
Business			71
Management			107
Principal and Selling Stockholders			117
Description of Capital Stock			120
Limited Partnership Agreement of Emergency Medical Services L.P.			129
Certain Relationships and Related Party Transactions			134
Material U.S. Federal Income Tax Considerations			138
Shares Eligible for Future Sale			142
Underwriting			144
Legal Matters			150
Experts			150
Where You Can Find More Information			150
Index to Combined and Consolidated Financial Statements			F-1
EX-1.1: FORM OF UNDERWRITING AGREEMENT
EX-1.2: FORM OF LOCK-UP AGREEMENT
EX-5.1: OPINION OF KAYE SCHOLER LLP
EX-10.13: FORM OF ASSIGNMENT
EX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLP

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	•	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.

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	•	incur additional debt or issue certain preferred stock,
	•	pay dividends or make distributions to our stockholders,
	•	repurchase or redeem our capital,
	•	make investments,
	•	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.

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

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

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

	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.

	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.

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

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

	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.

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

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

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

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	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.

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

	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.

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

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

	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.

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

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	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.

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

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	•	actual or anticipated fluctuations in our operating results,
	•	changes in healthcare pricing or reimbursement policies,
	•	our competitors’ announcements of significant contracts, acquisitions or strategic investments,
	•	changes in our growth rates or our competitors’ growth rates,
	•	the timing or results of regulatory submissions or actions with respect to our business,
	•	our inability to raise additional capital,
	•	conditions of the healthcare industry or in the financial markets or economic conditions in general, and

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	•	changes in stock market analyst recommendations regarding our class A common stock, other comparable companies or the healthcare industry generally.

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	•	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 20,000,000 shares of preferred stock with such terms as the board of directors may determine and an additional 54,725,666 shares of class A common stock.

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	•	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 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.

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	•	EMS L.P., currently our top-tier holding company, will become our consolidated subsidiary, and
	•	we will own the general partner interests in EMS L.P., and will continue to conduct our operations through AMR and EmCare, our operating subsidiaries.

	•	8,948,325 shares of class A common stock, held by our management and persons who purchase shares in this offering,
	•	142,545 shares of class B common stock, held by certain former holders of interests in EMS L.P., and
	•	one share of class B special voting stock, held by Onex Corporation as trustee for the holders of LP exchangeable units.

	•	32,107,500 LP exchangeable units, exchangeable on a one-for-one basis for shares of our class B common stock, held by the Onex entities, and
	•	860,570 other partnership units, including the general partner interest, held by us.

	•	the holders of the capital stock of the sole general partner of EMS L.P. will contribute that capital stock to us in exchange for shares of class B common stock, the general partner will be merged into us and we will become the general partner of EMS L.P.,
	•	the holders of class B units of EMS L.P. will contribute their units to us in exchange for shares of our class A common stock, and the holders of certain class A units of EMS L.P. will contribute their units to us in exchange for shares of our class B common stock,
	•	the class A units of EMS L.P. held by the Onex entities will continue to be held by the Onex entities and will be designated “LP exchangeable units”, and,

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	•	we will issue one share of class B special voting stock to Onex Corporation as trustee to hold for the benefit of the holders of the LP exchangeable units.

*	The stock of AMR and EmCare is held through 100% wholly-owned subsidiaries.

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	*	The stock of AMR and EmCare is held through 100% wholly-owned subsidiaries.

**	The Onex entities will hold 30 shares of class B common stock and will have the benefit of one share of class B special voting stock.

***	Holders have consent rights under certain limited circumstances with respect to changes in the rights attributable to LP exchangeable units. See “Limited Partnership Agreement of Emergency Medical Services L.P. — Limited Consent Rights.”

	•	8,948,325 shares of class A common stock,
	•	142,545 shares of class B common stock,

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	•	one share of class B special voting stock, and
	•	32,107,500 LP exchangeable units of EMS L.P.

	•	each LP exchangeable unit is exchangeable into one share of class B common stock, and
	•	each share of class B common stock is convertible into one share of class A common stock.

	•	class A common stock is entitled to one vote per share,
	•	class B common stock is entitled to ten votes per share (reducing to one vote per share under certain limited circumstances), and
	•	one share of class B special voting stock, held for the benefit of the holders of LP exchangeable units, is entitled to a number of votes equal to the number of votes that could be cast if all the then outstanding LP exchangeable units were exchanged for class B common stock.

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	•	to repay $100.0 million of the $350.0 million outstanding under the term loan portion of our senior secured credit facility, and
	•	the balance for working capital, capital expenditures and other general corporate purposes.

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	•	our consolidated capitalization on an actual basis,
	•	our consolidated capitalization on a pro forma basis to give effect to our reorganization as a holding company and the 1.5-for-1 stock split to be effected immediately prior to this offering, and
	•	our consolidated capitalization on a pro forma, as adjusted, basis to give effect to the sale of 7,800,000 shares of class A common stock by us in this offering at an assumed initial public offering price of $16.00 per share, and the application of those proceeds as described in “Use of Proceeds.”

					As of September 30, 2005
													Pro Forma,
					Actual				Pro Forma				as Adjusted
					(dollars in millions)
									(unaudited)
Long-term debt, including current portion:
	Revolving credit facility(1)				$	5.0			$	5.0			$	5.0
	Term loan					348.3				348.3				248.3
	Capital leases and other debt					5.3				5.3				5.3
		Total senior debt				358.6				358.6				258.6
	Senior subordinated notes					250.0				250.0				250.0
		Total debt			$	608.6			$	608.6			$	508.6
Redeemable partnership equity						1.2				—				—
Partnership equity						222.2				—				—
Stockholders’ equity
	Preferred stock, $0.01 par value per share, 20,000,000 shares authorized pro forma; no shares issued and outstanding					—				—				—
	Class A common stock, $0.01 par value per share, 100,000,000 shares authorized pro forma; 1,148,325 shares issued and outstanding pro forma; 8,498,325 shares issued and outstanding pro forma, as adjusted					—				—				0.1
	Class B common stock, $0.01 par value per share, 40,000,000 shares authorized pro forma; 142,545 shares issued and outstanding pro forma and as adjusted					—				—				—
	LP exchangeable units, 32,107,500 units issued and outstanding pro forma and as adjusted					—				213.3				213.3
Additional paid-in capital						—				10.1				121.6
Retained earnings						14.0				14.0				11.0
Comprehensive loss						(.7	)			(.7	)			(.7	)
		Total equity				235.5				236.7				345.3
			Total capitalization		$	845.3			$	845.3			$	853.9

(1)	The revolving credit facility provides for availability of borrowings and issuances of letters of credit for up to $100.0 million. At September 30, 2005, $5.0 million of borrowings were outstanding under the revolving credit facility, letters of credit outstanding were $27.3 million and the maximum remaining available under the facility was $67.7 million.

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Assumed initial public offering price per share							$	16.00
	Net tangible book value per share at September 30, 2005		$	(3.53	)
	Increase in pro forma net tangible book value per share attributable to new investors			3.34
Pro forma adjusted net tangible book value per share after this offering								(0.19	)
Dilution per share to new investors							$	16.19

			Shares Purchased								Total Consideration
																			Average Price
			Number				Percent				Amount				Percent				Per Share
Existing stockholders				33,398,370				81.1	%		$	222,655,800				64.1	%		$	6.67
New investors				7,800,000				18.9	%		$	124,800,000				35.9	%		$	16.00
	Total			41,198,370				100	%		$	347,455,800				100	%

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	•	the pro forma consolidated balance sheet as of September 30, 2005, assuming this offering occurred on September 30, 2005 and the proceeds were applied as described in “Use of Proceeds,”
	•	the pro forma consolidated statement of operations for the eight months ended September 30, 2005, assuming this offering occurred on February 1, 2005 and the proceeds were applied as described in “Use of Proceeds,”
	•	the pro forma consolidated statement of operations for the five months ended January 31, 2005, assuming the transactions described below occurred as of September 1, 2004, and
	•	the pro forma consolidated statement of operations for the year ended August 31, 2004, assuming the transactions described below occurred as of September 1, 2003.

	•	our acquisition of AMR and EmCare, including:

	•	issuance of equity by Emergency Medical Services for aggregate contributions of $219.2 million,
	•	our senior secured credit facility, consisting of:

	•	a revolving credit facility of $100.0 million, of which we borrowed approximately $20.2 million at the closing date of the acquisition and had outstanding $24.3 million of letters of credit, and
	•	a term loan of $350.0 million, all of which was borrowed on the closing date,

	•	the issuance and sale of $250.0 million in aggregate principal amount of our senior subordinated notes,
	•	our purchase of all of the outstanding common stock of AMR and EmCare, and
	•	the payment of related fees and expenses related to the acquisition.

	•	our formation as a holding company, with EMS L.P. as a subsidiary, the issuance of common stock to our equityholders other than the Onex entities and the 1.5-for-1 stock split, and
	•	the sale of the 7,800,000 shares of class A common stock offered hereby by us and the application of the proceeds therefrom as described in “Use of Proceeds.”

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	•	the fair value of our finite life contract intangible asset,
	•	the fair value adjustment for favorable or unfavorable leases,
	•	the fair value adjustment for property and equipment,
	•	changes in the excess purchase price allocated to goodwill,
	•	changes in the fair value of other liabilities assumed and incurred as part of the acquisition, and
	•	changes in the value of net deferred tax assets carried over as part of the acquisition, including the final determination of the deductibility of amounts related to certain settlement accruals.

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								Pro Forma Equity
								Offering				Pro
				Actual				Adjustments				Forma
				(dollars in thousands)
ASSETS
Current assets:
	Cash and cash equivalents			$	10,113			$	11,564	(1)		$	21,677
	Restricted cash and cash equivalents				11,949				—				11,949
	Restricted marketable securities				2,165				—				2,165
	Trade and other accounts receivable, net				369,766				—				369,766
	Parts and supplies inventory				18,760				—				18,760
	Other current assets				31,008				—				31,008
	Current deferred tax assets				22,971				—				22,971
		Total current assets			466,732				11,564				478,296
Non-current assets:
	Property, plant and equipment, net				133,283				—				133,283
	Intangible assets, net				81,363				—				81,363
	Non-current deferred tax assets				117,488				—				117,488
	Restricted long-term investments				73,304				—				73,304
	Goodwill				271,987				—				271,987
	Other long-term assets				109,251				(2,978	)(2)			106,273
		Total assets		$	1,253,408			$	8,586			$	1,261,994
LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable			$	53,066			$	—			$	53,066
	Accrued liabilities				199,849				—				199,849
	Current portion of long-term debt				13,478				—				13,478
		Total current liabilities			266,393				—				266,393
Long-term debt					595,129				(100,000	)(3)			495,129
Other long-term liabilities					155,139				—				155,139
		Total liabilities			1,016,661				(100,000	)			916,661
Redeemable partnership equity					1,213				(1,213	)(4)			—
Equity
	Partnership equity				222,178				(222,178	)(4)			—
	Class A common stock				—				90	(4)			90
	Class B common stock				—				1	(4)			1
	LP exchangeable units				—				213,311	(4)			213,311
	Additional paid-in capital				—				121,553	(4)			121,553
	Retained earnings				14,002				(2,978	)(2)			11,024
	Comprehensive income (loss)				(646	)			—				(646	)
		Total equity			235,534				109,799				345,333
		Total liabilities and equity		$	1,253,408			$	8,586			$	1,261,994

(1)	To record cash receipts from the net proceeds of this offering to be used for general corporate purposes.
(2)	To record the write-off of certain deferred financing costs associated with the portion of our senior secured credit facility we will pay down with the net proceeds of this offering. We will expense these costs in our historical post-offering consolidated statement of operations.
(3)	To record the pay-down of our senior secured credit facility with the net proceeds of this offering.
(4)	To record (a) our formation as a holding company, with EMS L.P. as a subsidiary, the (b) issuance of class A common stock and class B common stock to certain of our existing equityholders and the designation of the remaining class A partnership units as LP exchangeable units, exchangeable for our class B common stock and (c) net proceeds of this offering.

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						Pro Forma Equity
						Offering
		Consolidated				Adjustments				Pro Forma
		(dollars in thousands)
Net revenue		$	1,187,653			$	—			$	1,187,653
Compensation and benefits			822,595				—				822,595
Operating expenses			168,700				—				168,700
Insurance expense			60,382				—				60,382
Selling, general and administrative expenses			38,248				—				38,248
Depreciation and amortization expenses			38,811				—				38,811
Income from operations			58,917				—				58,917
Interest expense			(34,407	)			4,512	(1)			(29,895	)
Realized loss on investments			(40	)			—				(40	)
Interest and other income			189				—				189
Income before income taxes			24,659				4,512				29,171
Income tax expense			(10,657	)			(1,805	) (2)			(12,462	)
Net income		$	14,002			$	2,707			$	16,709
Net income per share:
Basic										$	0.42
Diluted										$	0.41
Weighted average shares — basic											40,163,066	(3)
Weighted average shares — diluted											41,122,368	(3)

(1)	To record reduction of interest expense on our senior secured credit facility as a result of the pay-down with net proceeds of this offering and reduce amortization associated with the write-down of deferred financing costs.
(2)	To adjust income tax expense to reflect the reduction of interest expense, at an effective tax rate of 40%.
(3)	The pro forma weighted shares outstanding are based on the actual equity transactions recorded in the eight-month period ended September 30, 2005 and described elsewhere in this prospectus. These actual equity transactions have been adjusted to give effect to our reorganization as a holding company, assume the exchange of all LP exchangeable units for class B common stock, and include the 7.0 million shares of common stock we will issue in this offering to generate the $100 million of net proceeds we intend to use to repay debt outstanding under our senior secured credit facility. These weighted shares were used to calculate basic earnings per share, and the number of diluted shares gives pro forma effect to the options outstanding during the eight-month period, using an assumed offering price of $16.00 per share.

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		AMR and				Pro Forma				Pro Forma
		EmCare				Acquisition				Equity Offering
		Combined				Adjustments				Adjustments				Pro Forma
		(dollars in thousands)
Net revenue		$	696,179			$	—			$	—			$	696,179
Compensation and benefits			481,305				—				—				481,305
Operating expenses			94,882				—				—				94,882
Insurance expense			39,002				—				—				39,002
Selling, general and administrative expenses			21,635				—				—				21,635
Laidlaw fees and compensation charges			19,857				—				—				19,857	(1)
Depreciation and amortization expenses			18,808				4,424	(2)			—				23,232
Income (loss) from operations			20,690				(4,424	)			—				16,266
Interest expense			(5,644	)			5,254	(3)			—
							(21,306	)(4)(5)			3,141	(6)			(18,555	)
Interest and other income			714				—				—				714
Income (loss) before income taxes			15,760				(20,476	)			3,141				(1,575	)
Income tax expense			(6,278	)			8,157	(7)			(1,250	)(7)			629
Net income (loss)		$	9,482			$	(12,319	)		$	1,891			$	(946	)
Net loss per share:
Basic														$	(0.02	)
Diluted														$	(0.02	)
Weighted average shares — basic															40,163,066	(8)
Weighted average shares — diluted															41,122,368	(8)

(1)

Represents certain Laidlaw fees and compensation charges, primarily relating to a compensation charge associated with the increase in the enterprise values of AMR and EmCare. Our estimated replacement costs for certain functions are not recorded on the face of this pro forma statement of operations because we do not have a contract for each element of these costs. We will be required to replace certain functions and costs previously provided to us by Laidlaw and which comprise Laidlaw fees and compensation charges. Our estimate of these costs on an annual basis ($1.67 million for a five-month period) are:

Compensation and benefits costs for personnel providing internal audit and tax services		$	1,100
Directors and officers insurance			500
Selling, general and administrative expenses for external audit fees, treasury services and other costs			1,400
Onex management fee			1,000
		$	4,000

(2)	AMR and EmCare combined amortization expense includes amortization (over a 7-year period) of the finite life intangible assets of $89.0 million based on the value of identifiable intangible assets determined by an independent valuation group.
(3)	To eliminate interest expense charged on the Laidlaw payable.
(4)	To record amortization on $18.1 million of deferred financing costs associated with our acquisition-related borrowings, utilizing a weighted average maturity of eight years on an effective yield basis.
(5)	To record interest expense on our acquisition-related borrowings, assuming a weighted average interest rate of 7.87%.
(6)	To record reduction of interest expense on our senior secured credit facility as a result of the pay-down with net proceeds of this offering.
(7)	To adjust income tax expense to reflect the adjustments identified in notes (2) through (6), at an effective tax rate of 40%.
(8)	The pro forma weighted shares outstanding are based on the actual equity transactions recorded in the eight-month period ended September 30, 2005 and described elsewhere in this prospectus. These actual equity transactions have been adjusted to give effect to our reorganization as a holding company, assume the exchange of all LP exchangeable units for class B common stock, and include the 7.0 million shares of common stock we will issue in this offering to generate the $100 million of net proceeds we intend to use to repay debt outstanding under our senior secured credit facility. These weighted shares were used to calculate basic earnings per share, and the number of diluted shares gives pro forma effect to the options outstanding during the eight-month period, using an assumed offering price of $16.00 per share.

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		AMR and				Pro Forma				Pro Forma
		EmCare				Acquisition				Equity Offering
		Combined				Adjustments				Adjustments				Pro Forma
		(dollars in thousands)
Net revenue		$	1,604,598			$	—			$	—			$	1,604,598
Compensation and benefits			1,117,890				—				—				1,117,890
Operating expenses			218,277				—				—				218,277
Insurance expense			80,255				—				—				80,255
Selling, general and administrative expenses			47,899				—				—				47,899
Laidlaw fees and compensation charges			15,449				—				—				15,449	(1)
Depreciation and amortization expenses			52,739				3,130	(2)			—				55,869
Restructuring charges			2,115				—				—				2,115
Income (loss) from operations			69,974				(3,130	)			—				66,844
Interest expense			(9,961	)			6,373	(3)
							(50,968	)(4)(5)			7,505	(6)			(47,051	)
Realized loss on investments			(1,140	)			—				—				(1,140	)
Interest and other income			240				—				—				240
Income (loss) before income taxes			59,113				(47,725	)			7,505				18,893
Income tax expense			(21,764	)			19,000	(7)			(3,000	)(7)			(5,764	)
Net income (loss)		$	37,349			$	(28,725	)		$	4,505			$	13,129
Net income per share:

Basic		$	0.33
Diluted		$	0.32
Weighted average shares — basic			40,163,066	(8)
Weighted average shares — diluted			41,122,368	(8)

(1)

Represents certain Laidlaw fees and compensation charges, primarily relating to a compensation charge associated with the increase in the enterprise values of AMR and EmCare. Our estimated replacement costs for certain functions, are not recorded on the face of this pro forma statement of operations because we do not have a contract for each element of these costs. We will be required to replace certain functions and costs previously provided to us by Laidlaw and which comprise Laidlaw fees and compensation charges. Our estimate of these costs on an annual basis are:

Compensation and benefits costs for personnel providing internal audit and tax services		$	1,100
Directors and officers insurance			500
Selling, general and administrative expenses for external audit fees, treasury services and other costs			1,400
Onex management fee			1,000
		$	4,000

(2)	AMR and EmCare combined amortization expense includes amortization (over a 7-year period) of the finite life intangible assets of $89.0 million based on the value of identifiable intangible assets by an independent valuation group.
(3)	To eliminate interest expense charged on the Laidlaw payable.
(4)	To record amortization on $18.1 million of deferred financing costs associated with our acquisition-related borrowings, utilizing a weighted average maturity of eight years on an effective yield basis.
(5)	To record interest expense on our acquisition-related borrowings, assuming a weighted average interest rate of 7.87%.
(6)	To record reduction of interest expense on our senior secured credit facility as a result of the pay-down with net proceeds of this offering.
(7)	To adjust income tax expense to reflect the adjustments identified in notes (2) through (6), at an effective tax rate of 40%.
(8)	The pro forma weighted shares outstanding are based on the actual equity transactions recorded in the eight-month period ended September 30, 2005 and described elsewhere in this prospectus. These actual equity transactions have been adjusted to give effect to our reorganization as a holding company, assume the exchange of all LP exchangeable units for class B common stock, and include the 7.0 million shares of common stock we will issue in this offering to generate the $100 million of net proceeds we intend to repay debt outstanding under our senior secured credit facility. These weighted shares were used to calculate basic earnings per share, and the number of diluted shares gives pro forma effect to the options outstanding during the eight-month period, using an assumed offering price of $16.00 per share.

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			Predecessor (Pre-Acquisition)
			Pre-Laidlaw Bankruptcy
			As Restated																	Post-Laidlaw Bankruptcy																									Successor (Post-Acquisition)
															Nine					Three
															Months					Months								Five Months Ended								Three Months				Eight Months					Three Months				Eight Months
			Year Ended August 31,												Ended					Ended				Year Ended				January 31,								Ended				Ended					Ended				Ended
															May 31,					August 31,				August 31,												September 30,				September 30,					September 30,				September 30,
			2000(1)				2001(2)				2002				2003					2003				2004				2004				2005				2004				2004					2005				2005
			(unaudited)																									(unaudited)								(unaudited)									(unaudited)
			(dollars in thousands)
Statement of Operations Data:
Net revenue			$	1,355,978			$	1,386,136			$	1,415,786			$	1,103,335				$	384,461			$	1,604,598			$	667,506			$	696,179			$	413,869			$	1,077,749				$	456,245			$	1,187,653
Compensation and benefits				980,731				976,330				960,590				757,183					264,604				1,117,890				461,923				481,305				286,628				751,238					319,292				822,595
Operating expenses				201,853				216,019				219,321				163,447					55,212				218,277				90,828				94,882				55,683				147,524					66,156				168,700
Insurance expense				78,079				117,374				66,479				69,576					34,671				80,255				36,664				39,002				18,404				51,674					21,048				60,382
Selling, general and administrative expenses				59,404				53,017				61,455				37,867					12,017				47,899				22,016				21,635				12,093				31,270					15,654				38,248
Laidlaw fees and compensation charges				7,320				7,260				5,400				4,050					1,350				15,449				6,436				19,857				3,657				10,095					—				—
Depreciation and amortization expense				99,957				66,286				67,183				32,144					12,560				52,739				22,079				18,808				12,669				34,627					14,843				38,811
Impairment losses				1,183,681				—				262,780				—					—				—				—				—													—				—
Restructuring charges				1,826				—				3,777				1,288					1,449				2,115				—				—				—				1,381					—				—
Laidlaw reorganization charges				—				9,198				8,761				3,650					—				—				—				—				—				—					—				—
Income (loss) from operations				(1,256,873	)			(59,348	)			(239,960	)			34,130					2,598				69,974				27,560				20,690				24,555				49,940					19,252				58,917
Interest expense				(95,087	)			(66,181	)			(6,418	)			(4,691	)				(908	)			(9,961	)			(4,137	)			(5,644	)			(5,138	)			(8,679	)				(12,824	)			(34,407	)
Realized gain (loss) on investments				—				—				—				—					90				(1,140	)			—				—				(1,140	)			(1,191	)				(34	)			(40	)
Interest and other income				86				222				369				304					22				240				1,403				714				162				210					91				189
Fresh-start accounting adjustments(3)				—				—				—				46,416					—				—				—				—				—				—					—				—
Income (loss) before income taxes and cumulative effect of change in accounting principle				(1,351,874	)			(125,307	)			(246,009	)			76,159					1,802				59,113				24,826				15,760				18,439				40,280					6,485				24,659
Income tax expense				(54,639	)			17,538				(1,374	)			(829	)				(8,633	)			(21,764	)			(9,800	)			(6,278	)			(7,191	)			(15,710	)				(3,479	)			(10,657	)
Income (loss) before cumulative effect of change in accounting principle				(1,406,513	)			(107,769	)			(247,383	)			75,330					(6,831	)			37,349				15,026				9,482				11,248				24,570					3,006				14,002
Cumulative effect of a change in accounting principle				(5,288	)			—				—				(223,721	)(4)				—				—				—				—				—				—					—				—
Net income (loss)			$	(1,411,801	)		$	(107,769	)		$	(247,383	)		$	(148,391	)			$	(6,831	)		$	37,349			$	15,026			$	9,482			$	11,248			$	24,570				$	3,006			$	14,002
Other Financial Data:
Cash flows provided by (used in):
	Operating activities		$	30,133			$	28,044			$	156,544			$	58,769				$	30,009			$	127,679			$	18,627			$	15,966							$	99,961								$	108,462
	Investing activities			(40,983	)			(36,442	)			(57,347	)			(98,835	)				(15,136	)			(81,516	)			(10,881	)			(21,667	)							(73,910	)								(917,422	)
	Financing activities			22,402				11,376				(36,066	)			(8,060	)				(47,222	)			(47,328	)			(7,532	)			10,856								(20,699	)								804,442
Capital expenditures			$	37,698			$	39,347			$	57,438	(5)		$	34,768				$	18,079			$	42,787			$	14,224			$	14,045							$	30,217								$	34,947

		As of
		September 30, 2005
		(dollars in
		thousands)
Balance Sheet Data:
Cash and cash equivalents		$	10,113
Total assets			1,253,408
Long-term debt and capital lease obligations, including current maturities			608,607
Partners’ equity		$	235,534

(1)	Represents the combination of the audited financial statements of AMR and the unaudited financial statements of EmCare for the year ended August 31, 2000.
(2)	Represents the combination of the audited financial statements of AMR and EmCare for the year ended August 31, 2001.
(3)	See note 1 to our combined financial statements with respect to our fresh-start financial reporting.
(4)	Reflects an impairment of goodwill recorded in connection with the adoption of SFAS No. 142.
(5)	Includes $26.3 million financed through capital leases.

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			Percentage of								Percentage of Total
			Net Revenue								Transports and Visits
			Year Ended August 31,								Year Ended August 31,
			2003				2004				2003				2004
Medicare				27.4	%			27.3	%			25.5	%			25.8	%
Medicaid				5.3				5.2				11.8				12.3
Commercial insurance and managed care				47.3				47.7				42.2				41.4
Self-pay				4.7				4.0				20.5				20.5
Subsidies and fees				15.3				15.8				0.0				0.0
	Total			100.0	%			100.0	%			100.0	%			100.0	%

	•	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 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.

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	•	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.

	•	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.

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	•	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.

	•	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.

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	Basis of Presentation

	•	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 — Post-Laidlaw Bankruptcy for the three months ended August 31, 2003 and the financial results and cash flows for the Predecessor — Pre-Laidlaw Bankruptcy for the nine months ended May 31, 2003, and
	•	our Predecessor — Pre-Laidlaw Bankruptcy’s financial results for the year ended August 31, 2002.

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		Predecessor
																															Successor
		Year Ended August 31,
														Five Months								Three Months				Eight Months					Three Months				Eight Months
														Ended								Ended				Ended					Ended				Ended
		As Restated												January 31,								September 30,				September 30,					September 30,				September 30,
		2002				2003				2004				2004				2005				2004				2004					2005				2005
														(unaudited)								(unaudited)									(unaudited)
Net revenue		$	1,415,786			$	1,487,796			$	1,604,598			$	667,506			$	696,179			$	413,869			$	1,077,749				$	456,245			$	1,187,653
Compensation and benefits			960,590				1,021,787				1,117,890				461,923				481,305				286,628				751,238					319,292				822,595
Operating expenses			219,321				218,659				218,277				90,828				94,882				55,863				147,524					66,156				168,700
Insurance expense			66,479				104,247				80,255				36,664				39,002				18,404				51,674					21,048				60,382
Selling, general and administrative expenses			61,455				49,884				47,899				22,016				21,635				12,093				31,270					15,654				38,248
Laidlaw fees and compensation charges(1)			5,400				5,400				15,449				6,436				19,857				3,657				10,095					—				—
Depreciation and amortization expenses			67,183				44,704				52,739				22,079				18,808				12,669				34,627					14,843				38,811
Impairment losses			262,780				—				—				—				—				—				—					—				—
Restructuring charges			3,777				2,737				2,115				—				—				—				1,381					—				—
Laidlaw reorganization costs			8,761				3,650				—				—				—				—				—					—				—
Income (loss) from operations			(239,960	)			36,728				69,974				27,560				20,690				24,555				49,940					19,252				58,917
Interest expense			(6,418	)			(5,599	)			(9,961	)			(4,137	)			(5,644	)			(5,138	)			(8,679	)				(12,824	)			(34,407	)
Realized gain (loss) on investments			—				90				(1,140	)			—				—				(1,140	)			(1,191	)				(34	)			(40	)
Interest and other income			369				326				240				1,403				714				162				210					91				189
Fresh-start accounting adjustments			—				46,416				—				—				—				—				—					—				—
Cumulative effect of a change in accounting principle			—				(223,721	)			—				—				—				—				—					—				—
Income tax expense			(1,374	)			(9,462	)			(21,764	)			(9,800	)			(6,278	)			(7,191	)			(15,710	)				(3,479	)			(10,657	)
Net income (loss)		$	(247,383	)		$	(155,222	)		$	37,349			$	15,026			$	9,482			$	11,248			$	24,570				$	3,006			$	14,002

(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.

		Predecessor
																															Successor
		Year Ended August 31,
														Five Months								Three Months				Eight Months					Three Months				Eight Months
														Ended								Ended				Ended					Ended				Ended
		As Restated												January 31,								September 30,				September 30,					September 30,				September 30,
		2002				2003				2004				2004				2005				2004				2004					2005				2005
														(unaudited)								(unaudited)									(unaudited)
Net revenue			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%				100.0	%			100.0	%
Compensation and benefits			67.8				68.7				69.7				69.2				69.1				69.3				69.7					70.0				69.3
Operating expenses			15.5				14.7				13.6				13.6				13.6				13.5				13.7					14.5				14.2
Insurance expense			4.7				7.0				5.0				5.5				5.6				4.4				4.8					4.6				5.1
Selling, general and administrative expenses			4.3				3.4				3.0				3.3				3.1				2.9				2.9					3.4				3.2
Laidlaw fees and compensation charges(1)			0.4				0.4				1.0				1.0				2.9				0.9				0.9					0.0				0.0
Depreciation and amortization expense			4.7				3.0				3.3				3.3				2.7				3.1				3.2					3.3				3.3
Impairment losses			18.6				—				—				—				—				0.0				0.0					0.0				0.0
Restructuring charges			0.3				0.2				0.1				—				—				0.0				0.1					0.0				0.0
Laidlaw reorganization costs			0.6				0.2				—				—				—				0.0				0.0					0.0				0.0
Income (loss) from operations			(16.9	)%			2.5	%			4.4	%			4.1	%			3.0	%			5.9	%			4.6	%				4.2	%			5.0	%

(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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		Predecessor
		Year Ended August 31,																								Five Months Ended January 31,																																	Successor
		As Restated
																																										Three Months								Eight Months									Three Months								Eight Months
						% of								% of								% of								% of								% of				Ended				% of				Ended				% of					Ended				% of				Ended				% of
						Net								Net								Net								Net								Net				September 30,				Net				September 30,				Net					September 30,				Net				September 30,				Net
		2002				Revenue				2003				Revenue				2004				Revenue				2004				Revenue				2005				Revenue				2004				Revenue				2004				Revenue					2005				Revenue				2005				Revenue
																										(unaudited)																(unaudited)																	(unaudited)
		(dollars in thousands)
Net revenue		$	984,451				100.0	%		$	1,007,151				100.0	%		$	1,054,800				100.0	%		$	441,956				100.0	%		$	455,059				100.0	%		$	270,887				100.0	%		$	705,181				100.0	%			$	291,909				100.0	%		$	761,712				100.0	%
Compensation and benefits			627,818				63.8				647,255				64.3				687,221				65.2				287,736				65.1				289,733				63.7				174,792				64.5				457,661				64.9					190,112				65.1				486,455				63.9
Operating expenses			195,335				19.8				195,105				19.4				194,398				18.4				80,277				18.2				83,910				18.4				49,693				18.3				131,520				18.7					58,751				20.1				150,123				19.7
Insurance expense			36,079				3.7				67,409				6.7				44,272				4.2				20,297				4.6				22,437				4.9				11,612				4.3				28,785				4.1					9,431				3.2				30,368				4.0
Selling, general and administrative expenses			44,686				4.5				35,078				3.5				32,217				3.1				16,175				3.7				15,721				3.5				7,754				2.9				19,806				2.8					10,951				3.8				26,953				3.5
Laidlaw fees and compensation charges(1)			3,600				0.4				3,600				0.4				9,020				0.9				3,758				0.9				9,399				2.1				2,211				0.8				5,970				0.8					—				0.0				—				0.0
Depreciation and amortization expense			62,223				6.3				39,273				3.9				43,629				4.1				18,278				4.1				16,394				3.6				10,464				3.9				28,591				4.1					12,084				4.1				31,527				4.1
Impairment losses			262,780				26.7				—								—								—								—								—				0.0				—				0.0					—				0.0				—				0.0
Restructuring charges			3,777				0.4				2,737				0.3				2,115				0.2				—								—								—				0.0				1,381				0.2					—				0.0				—				0.0
Income (loss) from operations		$	(251,847	)			(25.6	)%		$	16,694				1.7	%		$	41,928				4.0	%		$	15,435				3.5	%		$	17,465				3.8	%		$	14,361				5.3	%		$	31,467				4.5	%			$	10,580				3.6	%		$	36,286				4.8	%

(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.

		Predecessor
		Year Ended August 31,																								Five Months Ended January 31,																																	Successor
																																										Three Months								Eight Months									Three Months								Eight Months
						% of								% of								% of								% of								% of				Ended				% of				Ended				% of					Ended				% of				Ended				% of
						Net								Net								Net								Net								Net				September 30,				Net				September 30,				Net					September 30,				Net				September 30,				Net
		2002				Revenue				2003				Revenue				2004				Revenue				2004				Revenue				2005				Revenue				2004				Revenue				2004				Revenue					2005				Revenue				2005				Revenue
																										(unaudited)																(unaudited)																	(unaudited)
		(dollars in thousands)
Net revenue		$	431,335				100.0	%		$	480,645				100.0	%		$	549,798				100.0	%		$	225,550				100.0	%		$	241,120				100.0	%		$	142,982				100.0	%		$	372,568				100.0	%			$	164,336				100.0	%		$	425,941				100.0	%
Compensation and benefits			332,772				77.1				374,532				77.9				430,669				78.3				174,187				77.2				191,572				79.5				111,836				78.2				293,577				78.8					129,180				78.6				336,140				78.9
Operating expenses			23,986				5.6				23,554				4.9				23,879				4.3				10,551				4.7				10,972				4.6				6,170				4.3				16,004				4.3					7,405				4.5				18,577				4.4
Insurance expense			30,400				7.0				36,838				7.7				35,983				6.5				16,367				7.3				16,565				6.9				6,792				4.8				22,889				6.1					11,617				7.1				30,014				7.0
Selling, general and administrative expenses			16,769				3.9				14,806				3.1				15,682				2.9				5,841				2.6				5,914				2.5				4,339				3.0				11,464				3.1					4,703				2.9				11,295				2.7
Laidlaw fees and compensation charges(1)			1,800				0.4				1,800				0.4				6,429				1.2				2,678				1.2				10,458				4.3				1,446				1.0				4,125				1.1					—				0.0				—				0.0
Depreciation and amortization expense			4,960				1.1				5,431				1.1				9,110				1.7				3,801				1.7				2,414				1.0				2,205				1.5				6,036				1.6					2,759				1.7				7,284				1.7
Laidlaw reorganization costs			8,761				2.0				3,650				0.8				—								—								—								—				0.0				—				0.0					—				0.0				—				0.0
Income from operations		$	11,887				2.8	%		$	20,034				4.2	%		$	28,046				5.1	%		$	12,125				5.4	%		$	3,225				1.3	%		$	10,194				7.1	%		$	18,473				5.0	%			$	8,672				5.3	%			22,631				5.3	%

(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.

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	Debt Facilities

	•	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.

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				As of September 30, 2005
				Consolidated						Pro Forma
Total Leverage Ratio:
Consolidated Indebtedness/				$	608,607					$	508,607
Adjusted LTM EBITDA(1)		÷		$	150,128					$	150,128
					= 4.05			×			= 3.39			×
Senior Leverage Ratio:
Senior Indebtedness/				$	358,607					$	258,607
Adjusted LTM EBITDA(1)		÷		$	150,128					$	150,128
					= 2.39			×			= 1.72			×
Fixed Charge Coverage Ratio:
Fixed Charge Numerator(2)				$	103,336					$	103,336
Fixed Charge Denominator(3)		÷		$	63,097					$	60,686
					= 1.64			×			= 1.70			×

(1)	“Adjusted LTM EBITDA” is calculated as set forth in our senior secured credit facility: our consolidated EBITDA for the four fiscal quarters ended September 30, 2005, adding back all management fees (totaling $19.8 million), 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 September 30, 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 September 30, 2005.

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			Payments Due by Period
			Less than												More than
			1 Year				1-3 Years				3-5 Years				5 Years				Total
			(in thousands)
Contractual obligations:
Long-term debt(1)			$	157			$	271			$	221			$	319			$	968
Senior secured credit facility(2)				8,500				7,000				7,000				330,750				353,250
Capital lease obligations (principal)				4,389				—				—				—				4,389
Capital lease obligations (interest)				112				—				—				—				112
Senior subordinated notes				—				—				—				250,000				250,000
Interest on debt(3)				45,901				91,218				90,312				136,042				363,473
Operating lease obligations				24,876				33,708				14,527				11,886				84,997
Other contractual obligations(4)				5,793				3,982				3,363				243				13,381
	Subtotal			89,728				136,179				115,423				729,240				1,070,570

(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 September 30, 2005 of 5.98%.
(4)	Includes Onex management fees, dispatch fees and responder fees.

			Amount of Commitment Expiration Per Period
			Less than												More than
			1 Year				1-3 Years				3-5 Years				5 Years				Total
			(in thousands)
Other commitments:
Guarantees of surety bonds				2,545				—				—				29,957				32,502
Letters of credit(1)				—				—				—				27,347				27,347
	Subtotal			2,545				—				—				57,304				59,849
Total obligations and commitments			$	92,273			$	136,179			$	115,423			$	786,544			$	1,130,419

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

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	•	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 65% 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 which is aimed directly at emergency services, including ambulance providers and emergency physician services.

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	Ambulance Services

	Emergency Department Services

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			AMR		EmCare
Core Services:			• Pre- and post-hospital medical transportation		• Hospital-based medical care
			• Emergency (“911”) ambulance transports		• Emergency department staffing and related management
			• Non-emergency ambulance		services
			transports		• Hospitalist 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 September 30, 2005		• 155 “911” contracts		• 333 hospital contracts
			• 2,700 non-emergency transport contracts
Volume:
	For fiscal 2004		• 3.7 million transports		• 5.3 million patient visits

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	•	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.
	•	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. This lowers our costs associated with employee turnover and increases customer and patient satisfaction.

	•	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, our in-house Emergency Medical Education Systems.
	•	We believe our 79% and 94% retention rates in fiscal 2004 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.

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	•	We believe AMR is the largest user of ambulance electronic patient care records, or e-PCR. Our proprietary system enables us to eliminate the use of manual patient records by replacing them with electronic records, which we expect will reduce both chart errors and costs.
	•	AMR utilizes proprietary software, Millennium, to determine the appropriate level of transportation services to be dispatched and track response times and other data for hospitals. Our initial implementation of these technologies has improved our ability to capture revenue, decrease our billing costs and bid more effectively for 911 contracts.
	•	EmCare has developed proprietary physician recruitment software that has enhanced our recruitment efficiency and improved our physician retention rate.
	•	At EmCare, we track risk exposure trends through what we believe is one of the largest emergency department risk databases, allowing us to assess, develop and implement targeted risk intervention programs.

	•	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.

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	•	Continuing to broaden product and service offerings to our customers

	•	In 2002, we began marketing hospitalist services. Since that time, our hospitalist services revenue increased at a compound annual growth rate of 48.3% from $7.2 million to $23.5 million in fiscal 2004. Approximately fifty percent of our hospitalist contracts are with our emergency department customers.
	•	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.

	•	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.

	•	System Status Management (SSM): Enables AMR to use current incident data to position our vehicles efficiently, minimizing response time while maximizing asset utilization. We currently utilize SSM in all communities in which we operate under contracts to provide 911 emergency ambulance services. We believe we are one of only a few ambulance services providers that have begun to implement “real-time” SSM technology.
	•	Electronic patient care record (e-PCR): Where implemented, allows AMR to capture billable revenue, decrease our billing costs and optimize reimbursement. In addition, our proprietary e-PCR enables us to shorten our billing cycle and reduce risk by utilizing defined clinical and rules-based protocols to capture patient information electronically.
	•	Millennium software: Millennium, our proprietary software, allows us greater flexibility in meeting our customers’ needs. This rules-based software program integrates medical protocol, managed care criteria and other detailed data prescribed by our customers, enabling AMR to efficiently dispatch appropriate transport and more effectively track response time.

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	•	EmSource: EmSource, our proprietary physician recruitment system, enables EmCare to more effectively recruit physicians who meet the needs of our customers. The system consists of a database of approximately 800,000 physicians that is updated weekly to provide the most current physician contact available.
	•	EmBillz: EmBillz, our proprietary coding, billing and accounts receivable management system, enables EmCare to more effectively process more than five million emergency department visits each year.

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	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 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 usually 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

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	partnerships with fire departments rather than compete with them to provide the emergency 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. What differentiates the public/private partnerships is the level of contractually negotiated collaboration and coordination between AMR and the fire department. As an example, in several of our public/private partnerships, we utilize a fire department-employed paramedic when we transport the patient and subsequently reimburse the fire department for its employee’s time. These partnerships benefit both parties — they create a new revenue source for the fire department while relieving it of the complexities associated with the emergency transport business, and they enable us to provide emergency response services in communities that may not otherwise have outsourced this service. In addition, the public/private partnerships lower our costs by reducing the number of full-time paramedics we would otherwise require. We estimate that these public/private partnerships represented approximately 20% of AMR’s net revenue in fiscal 2004.
	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) 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.

	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, such as the Oakland Raiders, Oakland Athletics, Detroit

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		Lions and Los Angeles Dodgers, 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 e-PCR system.
	•	Paramedic Training. We own and operate Northern California Training Institute, 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.

	•	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.

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			Percentage of AMR
			Net Revenue
			Year Ended
			August 31,
			2002				2003				2004
Medicare				35	%			33	%			33	%
Medicaid				6				6				6
Commercial insurance/managed care				41				44				45
Self-pay				6				6				5
Subsidies/fees				12				11				11
	Total net revenue			100	%			100	%			100	%

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	•	To be the leader for safety in the emergency medical services industry, and
	•	To be recognized as a leader for safety among all industries.

	•	Selecting highly qualified employees,
	•	Providing exemplary safety policies and programs to control losses,

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	•	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.

	•	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.

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	•	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.

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	•	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.

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	•	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.
	•	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, or 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.

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

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	•	health maintenance organizations, preferred provider organizations and private insurers,
	•	hospitals, and
	•	individual patients.

			Percentage of EmCare’s
			Net Revenue
			Year Ended August 31,
			2002				2003				2004
Medicare				15	%			16	%			17	%
Medicaid				2				3				3
Commercial insurance/managed care				57				54				53
Self-pay				4				3				2
Subsidies/fees				22				24				25
	Total net revenue			100	%			100	%			100	%

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	•	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.

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	•	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.

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Job Classification		Full-Time				Part-Time				Total
Physicians*			1,887				714				2,601
Physician assistants			162				142				304
Nurse practitioners			104				94				198
Non-clinical employees			1,076				119				1,195
Total			3,229				1,069				4,298

*	We have approximately 4,500 affiliated physicians. These figures represent clinicians providing services at a particular time.

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	•	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.

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	•	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.

	•	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.

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Name		Age				Position*
William A. Sanger			55			Director, Chairman and Chief Executive Officer
Don S. Harvey			48			Director, President and Chief Operating Officer
Randel G. Owen			46			Chief Financial Officer
Dighton C. Packard, M.D.			57			Chief Medical Officer
Todd G. Zimmerman			40			General Counsel
Robert M. Le Blanc			39			Lead Director
Steven B. Epstein			62			Director
James T. Kelly			59			Director
Michael L. Smith			57			Director

*	Unless otherwise noted, the positions identified are the positions held with the general partner of Emergency Medical Services L.P. prior to this offering and with Emergency Medical Services Corporation following this offering.

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	•	our Class I directors will be Messrs. Le Blanc and Sanger,
	•	our Class II directors will be Messrs. Epstein and Kelly, and
	•	our Class III directors will be Messrs. Harvey and Smith.

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							Annual Compensation
															Other Annual				Long-Term				All Other
Name and Principal Position(1)			Year				Salary				Bonus				Compensation(2)				Compensation Awards(3)				Compensation(4)
William A. Sanger				2004			$	571,411			$	488,750				—				—			$	9,957
	Chief Executive Officer of AMR and of EmCare
Don S. Harvey				2004			$	391,667			$	337,500				—				—			$	3,925
	President and Chief Operating Officer of EmCare
Randel G. Owen				2004			$	286,422			$	117,500			$	55,944(5	)		$	35,245			$	7,745
	Chief Financial Officer of AMR
Dighton C. Packard, M.D.				2004			$	211,467			$	83,200				—			$	21,333			$	4,571
	Chief Medical Officer of EmCare
Todd G. Zimmerman				2004			$	201,955			$	146,997				—			$	11,594			$	5,157
	General Counsel of EmCare

(1)	Represents each person’s principal position in fiscal 2004. All of these individuals became executive officers of Emergency Medical Services in connection with our acquisition of AMR and EmCare.
(2)	In accordance with the rules of the SEC, other annual compensation disclosed in this table does not include various perquisites and other personal benefits received by a named executive officer that does not exceed the lesser of $50,000 or 10% of such officer’s total annual salary and bonus disclosed in this table.
(3)	Represents the vesting of restricted share awards granted to the named executive officers by Laidlaw on November 24, 2004, as follows: Mr. Owen — 1,900 shares; Dr. Packard — 1,150 shares; Mr. Zimmerman — 625 shares. In connection with our acquisition of AMR and EmCare, these awards terminated and no further restricted shares will vest.
(4)	Represents matching contributions to company 401(k) plans.
(5)	Other annual compensation for Mr. Owen includes a relocation allowance of $47,544.

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Individual Grants
																		Potential Realizable Value of
		Number of				% of Total												Assumed Annual Rates
		Securities				Options												of Stock Price Appreciation
		Underlying				Granted to												for Option Term
		Options				Employees in				Exercise
Name		Granted(1)				Fiscal Year				Price				Expiration Date(1)				5%				10%
William A. Sanger			1,482,168	(2)			42.2	%		$	6.67				February 10, 2015			$	4,943,030.28			$	9,886,060.56
Don S. Harvey			370,542	(3)			10.6	%		$	6.67				February 10, 2015				1,235,757.57				2,471,515.14
Randel G. Owen			370,542	(3)			10.6	%		$	6.67				February 10, 2015				1,235,757.57				2,471,515.14
Todd G. Zimmerman			148,217	(3)			4.2	%		$	6.67				February 10, 2015				494,303.70				988,607.39
Dighton C. Packard, M.D.			48,750	(3)			1.4	%		$	6.67				February 10, 2015				162,581.25				325,162.50

(1)	The options may expire earlier, upon termination of employment or certain corporate events. See “— Equity Plans — Equity Option Plan.” If the employee’s employment is terminated prior to February 10, 2015, his options will expire earlier as follows: (a) upon the termination of employment if the termination is for “cause”, (b) 30 days after the termination of employment, or such other

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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 (c) 90 days after termination of employment due to death or disability. Vesting of the options may accelerate, and all options will terminate if not exercised, upon (i) a sale of our equity (other than a sale as part of an initial public offering) whereby any person other than existing equity holders as of the grant date acquire our voting power to elect a majority of our board of directors or (ii) a sale of all or substantially all of our assets.

(2)	The options vest ratably on the first eight six-month anniversaries of the grant date, provided, that the exercisability of one-half of the options is conditioned upon meeting certain specified performance targets. See “— Equity Plans — Equity Option Plan.” If Mr. Sanger is terminated, the options will vest as scheduled to the nearest six-month anniversary of the grant date.
(3)	The options vest ratably on the first four anniversaries of the grant date, provided, that the exercisability of one-half of the options is conditioned upon meeting certain specified performance targets. See “— Equity Plans — Equity Option Plan.”

						Target
		Annual				Bonus
Executive		Base Salary				Percentage
William A. Sanger		$	850,000				100	%
Don S. Harvey		$	500,000				75	%
Randel G. Owen		$	350,000				50	%
Todd G. Zimmerman		$	325,000				50	%
Dighton C. Packard, M.D.		$	260,000				50	%

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	Equity Option Plan

	•	exercise price equal to $6.67 per share, being the equity purchase price paid by the initial investors,
	•	vesting ratably on each of the first four anniversaries of the effective February 10, 2005 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 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 (other than a sale as part of this offering) whereby any person other than existing equity holders as of the grant date acquire 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.

	•	restrict transfer of their equity until the fifth anniversary of purchase, and
	•	grant “piggyback” registration rights.

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	Management Investment and Equity Purchase Plan

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	•	each person known by us to own beneficially 5% or more of our class A or class B common stock,
	•	each of our directors,
	•	each of our named executive officers, and
	•	all of our directors and executive officers as a group.

Before Offering

After Offering

Number of

Percentage

Percentage

Shares

of Class/All

Percentage

of Class/All

Percentage

Beneficially

Common

of Voting

Common

of Voting

Name of Beneficial Owner

Owned(1)(2)

Stock

Power

Stock

Power

Five Percent Stockholders

Onex Corporation(3)

32,107,523

99.6%/

96.1%

99.6%/

77.9%

class B

98.9%

96.6%

Onex Partners LP(4)

17,226,723

53.5%/

51.6%

53.6%/

41.8%

class B

53.1%

51.8%

Onex Partners LLC(5)

11,106,924

34.4%/

33.3%

34.4%/

27.0%

class B

34.2%

33.4%

Onex EMSC Co-Invest LP(6)

2,844,855

8.8%/

8.5%

8.8%/

6.9%

class B

8.8%

8.6%

Directors and Executive Officers

Robert M. Le Blanc(7)

56,107

class B

*/

*

*

*/

*

*

Steven B. Epstein(8)

37,500

class A

3.3%/

*

*

*/

*

*

James T. Kelly(8)

112,500

class A

9.8%/

*

*

1.3%/

*

*

Michael L. Smith(8)

37,500

class A

3.3%/

*

*

*/

*

*

William A. Sanger(8)

450,000

39.2%/

1.4%

5.0%/

1.1%

class A

*

*

Don S. Harvey(8)

75,000

class A

6.5%/

*

*

*/

*

*

Dighton C. Packard, M.D.(9)

33,750

class A

2.9%/

*

*

*/

*

*

Randel G. Owen(8)

33,750

class A

2.9%/

*

*

*/

*

*

Todd G. Zimmerman(8)

18,750

class A

1.6%/

*

*

*/

*

*

All directors and executive officers as a group (9 persons)

56,107

class B

*/

*

*

*/

*

*

798,750

69.6%/

2.4%

*

8.9%/

1.9%

*

class A

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*	Represents beneficial ownership of less than 1%.

(1)	The amounts and percentages of our common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days, including our common stock subject to an option that is exercisable within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of such securities as to which such person has an economic interest. None of the options granted under our equity option plan is exercisable within 60 days.
	The LP exchangeable units are exchangeable on a one-for-one basis for shares of class B common stock at any time at the option of the holder. Accordingly, this table assumes the exchange of all LP exchangeable units for class B common stock. Until such exchange, the holders of the LP exchangeable units have the benefit of the class B special voting stock through which the holders may exercise voting rights as though they held the same number of shares of class B common stock.
(2)	On each matter submitted to the stockholders for their vote, our class A common stock is entitled to one vote per share, and our class B common stock is entitled to ten votes per share, reducing to one vote per share under certain limited circumstances. Except as required by law, our class A and class B common stock vote together on all matters submitted to stockholders for their vote.
(3)	Includes the following: (i) 17,226,723 LP exchangeable units held by Onex Partners LP; (ii) 11,106,924 LP exchangeable units held by Onex Partners LLC; (iii) 2,844,855 LP exchangeable units held by Onex EMSC Co-Invest LP; (iv) 639,649 LP exchangeable units held by EMS Executive Investco LLC; (v) 289,349 LP exchangeable units held by Onex US Principals LP; and (vi) 23 LP exchangeable units held by EMSC, Inc. (formerly known as Emergency Medical Services Corporation). Onex Corporation may be deemed to own beneficially the LP exchangeable units held by (a) Onex Partners LP, through Onex’ ownership of all of the common stock of Onex Partners GP, Inc., the general partner of Onex Partners GP LP, the general partner of Onex Partners LP; (b) Onex Partners LLC, through Onex’ ownership of all of the equity of Onex Partners LLC; (c) Onex EMS Co-Invest LP, through Onex’ ownership of all of the common stock of Onex Partners GP, Inc., the general partner of Onex Partners GP LP, the general partner of Onex EMSC Co-Invest LP; (d) EMS Executive Investco LLC, through Onex’ ownership of Onex American Holdings II LLC which owns 33.33% of the voting power of EMS Executive Investco LLC; and (e) Onex US Principals LP through Onex’ ownership of all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP. Onex Corporation disclaims such beneficial ownership.
	In addition, prior to the formation of our holding company, Onex Corporation’s subsidiary, Onex American Holdings II LLC, owns 50% of the voting stock of Emergency Medical Services Corporation, the general partner of EMS L.P., and a 99.9% economic interest in EMSC, Inc. EMSC, Inc. owns directly less than .001% of the equity interest of EMS L.P. However, as its general partner, EMSC, Inc. may be deemed to own beneficially all of the equity of the partnership. The equity owned by EMSC, Inc. may be deemed beneficially owned 50% by Mr. Le Blanc and 50% by Onex American Holdings II LLC and Onex Corporation. Mr. Le Blanc disclaims such beneficial ownership.
	Mr. 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 and as such may be deemed to own beneficially all of the LP exchangeable units owned beneficially by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership. The address for Onex Corporation is 161 Bay Street, Toronto, ON M5J 2S1.
(4)	All of the LP exchangeable units owned by Onex Partners LP may be deemed owned beneficially by each of Onex Partners GP LP, Onex Partners GP, Inc. and Onex Corporation. The address for Onex Partners LP is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.
(5)	All of the LP exchangeable units owned by Onex Partners LLC may be deemed owned beneficially by Onex Corporation. The address for Onex Partners LLC is 421 Leader Street, Marion, Ohio 43302.
(6)	All of the LP exchangeable units owned by Onex EMSC Co-Invest LP may be deemed owned beneficially by each of Onex Partners GP LP, Onex Partners GP, Inc. and Onex Corporation. The address for Onex EMSC Co-Invest LP is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.
(7)	Includes (i) 35,837 LP exchangeable units held by Onex US Principals LP which may be deemed owned beneficially by Mr. Le Blanc by reason of his pecuniary interest in the LP exchangeable units owned by Onex US Principals LP, (ii) 20,250 LP exchangeable units owned by Onex EMSC Co-Invest LP which may be deemed to be owned beneficially by Mr. Le Blanc by reason of his pecuniary interest in Onex EMSC Co-Invest LP and (iii) 23 LP exchangeable units owned by EMSC, Inc. Prior to our reorganization into a holding company, Mr. Le Blanc owns 50% of the voting common stock of EMSC, Inc. and a 0.01% economic interest in EMSC, Inc. See note (3) with respect to EMSC, Inc.’s equity interest in EMS L.P., as to which Mr. Le Blanc disclaims beneficial ownership. Mr. Le Blanc also disclaims beneficial interest in the LP exchangeable units owned by Onex US Principals LP and Onex EMSC Co-Invest LP. Mr. Le Blanc’s address is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.
(8)	The address of these stockholders is c/o Emergency Medical Services Corporation, 6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado 80111-4737.
(9)	The address of this stockholder is c/o EmCare Holdings Inc., 1717 Main Street, Suite 5200, Dallas, Texas 75201.

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						Shares Beneficially Owned
		Number of				After the Offering
		Shares Offered
		in Over-								Percentage of
		Allotment								Class/All				Percentage of
Name of Beneficial Owner		Option				Number				Common Stock				Voting Power
Onex Partners LP			627,743				16,598,980				53.4%/	40.3%			51.7	%
Onex Partners LLC			404,737				10,702,187				34.4%/	26.0%			33.4	%
Onex EMSC Co-Invest LP			103,667				2,741,188				8.8%/	6.7%			8.5	%
Onex US Principals LP			10,544				278,805				*/	*			*
EMS Executive Investco LLC			23,309				616,340				2.0%/	1.5%			1.9	%

*	Represents beneficial ownership of less than 1%.

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	•	100,000,000 shares of class A common stock, par value $0.01 per share,
	•	40,000,000 shares of class B common stock, par value $0.01 per share,
	•	one share of class B special voting stock, $0.01 par value, and
	•	20,000,000 shares of preferred stock, par value $0.01 per share.

	•	8,948,325 shares of class A common stock, held by our management and persons who purchase shares in this offering;
	•	142,545 shares of class B common stock, held by certain former holders of interests in EMS L.P.;
	•	one share of class B special voting stock, held by Onex Corporation as trustee for the holders of LP exchangeable units;
	•	32,107,500 LP exchangeable units of EMS L.P., exchangeable on a one-for-one basis for shares of class B common stock, held by the Onex entities; and
	•	860,570 other partnership units of EMS L.P., including the general partner interest, held by us.

	•	each LP exchangeable unit is exchangeable into one share of class B common stock, and
	•	each share of class B common stock is convertible into one share of class A common stock.

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	•	class A common stock is entitled to one vote per share,
	•	class B common stock is entitled to ten votes per share (reducing to one vote per share under certain limited circumstances), and
	•	one share of class B special voting stock, held for the benefit of the holders of LP exchangeable units, is entitled to a number of votes equal to the number of votes that could be cast if all the then outstanding LP exchangeable units were exchanged for class B common stock.

Class A Common Stock. In addition to the other voting rights or power to which the holders of class A common stock are entitled, holders of class A common stock 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; and (ii) any merger or consolidation of our company with any other entity if, as a result, shares of class B

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	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 the class A common stock, the class B common stock and the class B special voting stock. 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.
	Class B Common Stock and Class B Special Voting Stock. In addition to the other voting rights or power to which the holders of class B common stock and class B special voting stock are entitled, holders of class B common stock and class B special voting stock are entitled to vote together as a single 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 B common stock or class B special voting stock; and (ii) any merger or consolidation of our company with any other entity if, as a result, (a) the class B special voting stock would not remain outstanding or (b) 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 the class A common stock, the class B common stock and the class B special voting stock. 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.

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	•	the right to exchange those units, at the holders’ option, for shares of class B common stock on a one-for-one basis,
	•	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),
	•	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 Emergency Medical Services, 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.

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	Class B Common Stock and Class B Special Voting Stock

	Undesignated Preferred Stock

	Advance Notice Requirements for Stockholder Proposals and Directors Nominations

	Call of Special Meetings

	Filling of Board Vacancies; Removal

	Staggered Board

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	Stockholder Action by Written Consent

	Delaware “Business Combination” Statute

	Amendments to our Certificate of Incorporation and By-laws

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	•	any breach of the director’s duty of loyalty to us or our stockholders,
	•	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
	•	the payment of unlawful dividends and unlawful repurchase or redemption of our capital stock prohibited by the DGCL, and
	•	any transaction from which the director derived any improper personal benefits.

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	•	distributions by the partnership,
	•	the right of holders of LP exchangeable units to exchange their units for class B common stock, and
	•	the right of holders of LP exchangeable units to exercise essentially the same voting rights with respect to Emergency Medical Services as they would have if they had exchanged their LP exchangeable units for shares of our class B common stock.

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	•	convert a limited partner’s interest into a general partner’s interest,
	•	modify the limited liability of a limited partner, or
	•	alter the right to receive any distributions, or alter or modify the provisions applicable to the LP exchangeable units.

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Issuance of additional units		None.
Amendment of partnership agreement		None. Consent of each partner adversely affected required in certain limited circumstances. See “— Limited Consent Rights”.
Merger or sale of assets of Emergency Medical Services		None.
Removal of general partner		None.
Transfer of general partner interest		None.
Dissolution of partnership		None.
Reconstitution of partnership upon dissolution		A majority of outstanding LP exchangeable units.

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	•	breaches by the seller of its representations, warranties, covenants and agreements contained in the stock purchase agreements,
	•	damages relating to certain government investigations, and
	•	tax liabilities for periods prior to closing.

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	•	we agreed to hire a tax employee who would work for Laidlaw on a consulting basis, until about December 31, 2005, to assist in Laidlaw’s preparation of pre-closing period state and federal tax returns relating to AMR and EmCare,
	•	Laidlaw agreed to make its tax personnel available to us on a consulting basis until December 31, 2005, and
	•	Laidlaw agreed to lease certain Arlington, Texas office space to us for 120 days at a lease price of $3,500 per month.

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							Aggregate
			Number and				Purchase
Name			Type of Shares				Price				Date of Purchase
5% Holders
	Onex Corporation			32,107,523 class  B			$	214,050,010			February 10, 2005
	Onex Partners LP			17,226,723 class  B			$	114,844,820			February 10, 2005
	Onex Partners LLC			11,106,924 class  B			$	74,046,160			February 10, 2005
	Onex EMSC Co-Invest LP			2,844,855 class B			$	18,965,700			February 28, 2005
Executive Officers
	William A. Sanger			450,000 class A			$	3,000,000			February 10, 2005
	Don S. Harvey			75,000 class A			$	500,000			February 10, 2005
	Randel G. Owen			33,750 class A			$	225,000			February 10, 2005
	Dighton S. Packard, M.D.			33,750 class A			$	225,000			February 10, 2005
	Todd G. Zimmerman			18,750 class A			$	125,000			February 10, 2005
Non-Officer Directors
	Robert M. Le Blanc			56,107 class B			$	373,981			February 10, 2005
	Steven B. Epstein			37,500 class A			$	250,000			April 22, 2005
	James T. Kelly			112,500 class A			$	750,000			March 10, 2005
	Michael L. Smith			37,500 class A			$	250,000			June 30, 2005

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	•	a U.S. citizen or individual resident in the United States,
	•	a corporation, or other entity treated as a corporation created or organized under the laws of the United States or any political subdivision thereof,
	•	an estate the income of which is subject to U.S. federal income taxation regardless of its source, or
	•	a trust (i) if a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. fiduciaries have the authority to control all of the substantial interests of such trust or (ii) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

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	•	the gain is U.S. trade or business income, in which case such gain generally will be taxed in the same manner as gains of U.S. persons, and such gains may also be subject to the branch profits tax in the case of a corporate Non-U.S. Holder;
	•	the Non-U.S. Holder is an individual who is present in the United States for more than 182 days in the taxable year of the disposition and who meets certain other requirements, in which case such holder generally will be subject to U.S. federal income tax at a rate of 30% (or a reduced rate under an applicable treaty) on the amount by which capital gains allocable to U.S. sources (including gains from the sale, exchange, retirement or other disposition of the common stock) exceed capital losses allocable to U.S. sources; or
	•	we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our common stock (the “applicable period”).

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	•	349,575 shares will be eligible for sale beginning 180 days after the date of this prospectus subject to an extension in certain circumstances as set forth in the section entitled “Underwriting — Lock-up Agreements”,

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	•	798,750 shares held by our executive officers and directors will be eligible for sale under Rule 144 commencing one-year from the date of this offering, or, if earlier, after the shares are registered under the Securities Act,
	•	142,545 shares issuable on conversion of our currently outstanding class B common stock will be eligible for sale under Rule 144 commencing one year from the date of such conversion or, if earlier, after the resale is registered under the Securities Act, and
	•	32,107,500 shares will be eligible for sale under Rule 144 one year from the date of the exchange of the LP exchangeable units for class B common stock and the conversion of the class B common stock for class A common stock or, if earlier, after the exchange or the resale of the shares is registered under the Securities Act.

	•	1% of the number of shares of our class A common stock then outstanding, which will equal 89,483 shares immediately after this offering, assuming no exercise of the underwriters’ over-allotment option, or
	•	the average weekly trading volume of our class A common stock during the four calendar weeks preceding the filing of the Form 144 with respect to such sale.

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Underwriter			Number of Shares
Banc of America Securities LLC
J.P. Morgan Securities Inc.
CIBC World Markets Corp.
Credit Suisse First Boston LLC
Goldman, Sachs & Co.
Scotia Capital (USA) Inc.
Utendahl Capital Group, LLC
	Total

	•	receipt and acceptance of the class A common stock by the underwriters; and
	•	the underwriters’ right to reject orders in whole or in part.

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Paid by the

Paid by Us

Selling Stockholders

No Exercise

Full Exercise

No Exercise

Full Exercise

Per Share

$

$

$

$

Total

$

$

$

$

	•	stabilizing transactions;
	•	short sales;
	•	syndicate covering transactions;
	•	imposition of penalty bids; and
	•	purchases to cover positions created by short sales.

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	•	the history of, and prospects for, our company and the industry in which we compete;
	•	our past and present financial performance;
	•	our historical implicit stock prices, based on our February 2005 acquisition from Laidlaw and subsequent offerings of unregistered shares;
	•	an assessment of our management, our investments in technology and risk management program;
	•	the present state of our development, our scale and presence, and our relationships with our customers;
	•	the prospects for our future earnings and overall growth;
	•	the prevailing conditions of the applicable United States securities market at the time of this offering;
	•	market valuations of publicly traded companies that we and the representatives of the underwriters believe to be comparable to us; and
	•	other factors deemed relevant.

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	(a)     it has not made or will not make an offer of shares to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Act 2000 (as amended) (“FSMA”) except to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by the company of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority (“FSA”);
	(b)     it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of

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	section 21 of FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the company; and
	(c)     it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

	(a)     to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
	(b)     to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than € 43,000,000 and (3) an annual net turnover of more than € 50,000,000, as shown in its last annual or consolidated accounts; or
	(c)     in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

	(i)     persons who each subscribe for a minimum of € 250,000, or
	(ii)     qualifying institutional investors, acting for their own account, and listed in Article 3, 2f of the Royal Decree of July 7, 1999. Qualifying institutional investors under Article 3, 2f of the Royal Decree are the following:

	(1)	the European Central Bank, certain Belgian sovereigns and public institutions;
	(2)	licensed Belgian and foreign credit institutions;
	(3)	licensed Belgian and foreign investment firms;

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	(4)	licensed Belgian and foreign collective investment schemes;
	(5)	licensed Belgian and foreign insurance companies, Belgian and foreign reinsurance companies, and certain pensions funds;
	(6)	Belgian holding companies;
	(7)	authorized Belgian coordination centers; and
	(8)	Belgian and foreign companies listed on a Belgian or a foreign regulated market with consolidated own funds of at least € 425 million.

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			Page
Combined Financial Statements (as Restated) for the Five Months Ended January 31, 2005, for the Year Ended August 31, 2004, for the Three Months Ended August 31, 2003, for the Nine Months Ended May 31, 2003 (Predecessor) for the Year Ended August 31, 2002 (Predecessor)
	Report of Independent Registered Public Accounting Firm			F-2
	Combined Balance Sheets at January 31, 2005, August 31, 2004 and 2003			F-5
	Combined Statements of Operations and Comprehensive Income (Loss) for the five months ended January 31, 2005, for the year ended August 31, 2004, for the three months ended August 31, 2003, for the nine months ended May 31, 2003 (Predecessor) and for the year ended August 31, 2002 (Predecessor)			F-6
	Statements of Changes in Combined Equity for the five months ended January 31, 2005, for the year ended August 31, 2004, for the three months ended August 31, 2003, for the nine months ended May 31, 2003 (Predecessor) and for the year ended August 31, 2002 (Predecessor)			F-7
	Combined Statements of Cash Flows for the five months ended January 31, 2005, for the year ended August 31, 2004, for the three months ended August 31, 2003, for the nine months ended May 31, 2003 (Predecessor) and for the year ended August 31, 2002 (Predecessor)			F-8
	Notes to Combined Financial Statements			F-9

			Page
Unaudited Consolidated/ Combined Financial Statements for the Three Months and Eight Months Ended September 30, 2005 and September 30, 2004
	Unaudited Consolidated Balance Sheet at September 30, 2005 and Combined Balance Sheet at January 31, 2005			F-50
	Unaudited Consolidated/ Combined Statements of Operations and Comprehensive Income for the three months and eight months ended September 30, 2005 and 2004			F-51
	Unaudited Consolidated/Combined Statements of Cash Flows for eight months ended September 30, 2005 and 2004			F-52
	Notes to Unaudited Consolidated/ Combined Financial Statements			F-53

			Page
Financial Statements at November 10, 2005
	Report of Independent Registered Public Accounting Firm			F-70
	Balance Sheet at November 10, 2005			F-72
	Notes to Financial Statements			F-73

F-1

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F-2

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F-3

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F-4

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									As Restated —
									See Note 1
					January 31,				August 31,				August 31,
					2005				2004				2003
ASSETS
Current assets:
	Cash and cash equivalents				$	14,631			$	9,476			$	10,641
	Restricted cash and cash equivalents					9,846				5,691				939
	Restricted marketable securities					2,473				6,756				201
	Trade and other accounts receivable, net					369,767				344,210				320,452
	Parts and supplies inventory					18,499				18,577				17,444
	Prepaids and other current assets					40,135				32,015				32,207
	Current deferred tax assets					65,092				52,981				58,836
		Current assets				520,443				469,706				440,720
Non-current assets:
	Property, plant and equipment, net					128,766				132,685				133,546
	Intangible assets, net					16,075				15,758				148,205
	Non-current deferred tax assets					202,469				214,389				96,596
	Restricted long-term investments					41,810				47,285				40,608
	Other long-term assets					73,947				69,776				55,071
			Assets		$	983,510			$	949,599			$	914,746
LIABILITIES AND COMBINED EQUITY
Current liabilities:
	Accounts payable				$	55,818			$	50,915			$	50,182
	Accrued liabilities					171,645				166,784				146,179
	Current portion of long-term debt					5,846				7,565				8,270
		Current liabilities				233,309				225,264				204,631
	Long-term debt					5,651				7,915				15,787
	Other long-term liabilities					146,273				142,580				133,789
		Liabilities				385,233				375,759				354,207
Commitments and contingencies (notes 7, 9 and 10)
Laidlaw payable						202,042				186,778				22,416
Laidlaw investment						356,550				356,550				546,144
Retained earnings (deficit)						40,000				30,518				(6,831	)
Comprehensive loss						(315	)			(6	)			(1,190	)
		Combined equity				598,277				573,840				560,539
		Liabilities and combined equity			$	983,510			$	949,599			$	914,746

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																Predecessor — as Restated
																See note 1
			Five								Three
			Months				Year				Months					Nine Months				Year
			Ended				Ended				Ended					Ended				Ended
			January 31,				August 31,				August 31,					May 31,				August 31,
			2005				2004				2003					2003				2002
Net revenue			$	696,179			$	1,604,598			$	384,461				$	1,103,335			$	1,415,786
Compensation and benefits				481,305				1,117,890				264,604					757,183				960,590
Operating expenses				94,882				218,277				55,212					163,447				219,321
Insurance expense				39,002				80,255				34,671					69,576				66,479
Selling, general and administrative expenses				21,635				47,899				12,017					37,867				61,455
Laidlaw fees and compensation charges				19,857				15,449				1,350					4,050				5,400
Depreciation and amortization expense				18,808				52,739				12,560					32,144				67,183
Impairment losses				—				—				—					—				262,780
Restructuring charges				—				2,115				1,449					1,288				3,777
Laidlaw reorganization costs				—				—				—					3,650				8,761
	Income (loss) from operations			20,690				69,974				2,598					34,130				(239,960	)
Interest expense				(5,644	)			(9,961	)			(908	)				(4,691	)			(6,418	)
Realized gain (loss) on investments				—				(1,140	)			90					—				—
Interest and other income				714				240				22					304				369
Fresh-start accounting adjustments				—				—				—					46,416				—
Income (loss) before income taxes and cumulative effect of change in accounting principle				15,760				59,113				1,802					76,159				(246,009	)
Income tax expense				(6,278	)			(21,764	)			(8,633	)				(829	)			(1,374	)
Income (loss) before cumulative effect of a change in accounting principle				9,482				37,349				(6,831	)				75,330				(247,383	)
Cumulative effect of a change in accounting principle				—				—				—					(223,721	)			—
Net income (loss)				9,482				37,349				(6,831	)				(148,391	)			(247,383	)
Other comprehensive income (loss), net of tax
	Unrealized holding gains (losses) during the period			(309	)			1,184				(1,190	)				603				116
Comprehensive income (loss)			$	9,173			$	38,533			$	(8,021	)			$	(147,788	)		$	(247,267	)

F-6

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														Accumulated
										Retained				Other				Total
		Laidlaw				Laidlaw				Earnings				Comprehensive				Combined
		Payable				Investment				(Deficit)				Income (Loss)				Equity
Balances August 31, 2001 (Predecessor)		$	1,422,088			$	2,089,376			$	(2,437,836	)		$	—			$	1,073,628
Prior period adjustment — see note 1			—				—				(41,020	)			—				(41,020	)
Net loss			—				—				(247,383	)			—				(247,383	)
Payments made to Laidlaw, net			(24,823	)			—				—				—				(24,823	)
Unrealized holding gains			—				—				—				116				116
Balances August 31, 2002 (Predecessor) as restated — see note 1			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 (Predecessor) as restated — see note 1		$	1,397,182			$	2,089,376			$	(2,874,630	)		$	719			$	612,647
Fresh-start balances June 1, 2003 as restated — see note 1		$	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, as restated — see note 1			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 (note 1)			—				10,406				—				—				10,406
Payments made to Laidlaw, net			(35,638	)			—				—				—				(35,638	)
Unrealized holding gains			—				—				—				1,184				1,184
Balances August 31, 2004 as restated — see note 1			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		$	202,042			$	356,550			$	40,000			$	(315	)		$	598,277

F-7

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																		Predecessor — as
																		restated
																		see note 1
					Five Months								Three Months					Nine Months
					Ended				Year Ended				Ended					Ended				Year Ended
					January 31,				August 31,				August 31,					May 31,				August 31,
					2005				2004				2003					2003				2002
					(dollars in thousands)													(dollars in thousands)
Cash Flows from Operating Activities
Net income (loss)					$	9,482			$	37,349			$	(6,831	)			$	(148,391	)		$	(247,383	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization					18,808				53,957				12,775					32,359				67,205
	Loss (gain) on disposal of property, plant and equipment					145				(446	)			(316	)				(349	)			(1,140	)
	Impairment charge					—				—				—					—				262,780
	Cumulative effect of a change in accounting principle (note 3)					—				—				—					223,721				—
	Non-cash allocated expenses (income)					—				(4,505	)			11,522					3,058				(8,094	)
	Restructuring charges					—				2,115				1,449					1,288				3,777
	Notes payable discount					213				132				50					218				422
	Loss (gain) on restricted investments					197				1,140				(90	)				—				—
	Deferred income taxes					6,278				21,899				(8,421	)				—				—
	Fresh-start accounting adjustments (note 1)					—				—				—					(46,416	)			—
	Changes in operating assets/liabilities (net of acquisitions):
		Trade and other accounts receivable				(26,057	)			(23,764	)			1,522					(14,049	)			21,352
		Parts and supplies inventory				78				(1,133	)			(517	)				233				(153	)
		Prepaids and other current assets				(269	)			5,892				3,700					(12,257	)			(10,345	)
		Accounts payable and accrued liabilities				3,046				17,322				3,553					(6,614	)			22,350
		Compliance and insurance accruals				4,045				20,402				12,520					31,312				46,575
		Restructuring charges and acquisition accruals				—				(2,681	)			(907	)				(5,344	)			(802	)
			Net cash provided by operating activities			15,966				127,679				30,009					58,769				156,544
Cash Flows from Investing Activities
Purchase of property, plant and equipment						(14,045	)			(42,787	)			(18,079	)				(34,768	)			(31,118	)
Purchase of business						(1,200	)			—				—					—				—
Proceeds from sale of business						1,300				—				—					—				—
Proceeds from sale of property, plant and equipment						175				858				341					624				2,549
Purchase of restricted cash and investments						(31,257	)			(64,357	)			(11,287	)				(66,266	)			(50,946	)
Proceeds from sale and maturity of restricted investments						35,960				46,389				12,530					36,748				32,215
Other investing activities						(79	)			6,814				1,359					(35,173	)			(10,047	)
Increase in Laidlaw insurance deposits						(12,521	)			(28,433	)			—					—				—
			Net cash used in investing activities			(21,667	)			(81,516	)			(15,136	)				(98,835	)			(57,347	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt						(3,992	)			(8,709	)			(1,851	)				(6,338	)			(17,817	)
Increase (decrease) in bank overdrafts						5,866				(4,544	)			8,675					(815	)			(1,134	)
Advances from (payments to) Laidlaw						8,982				(31,133	)			(55,609	)				(3,141	)			(16,729	)
Increase (decrease) in other non-current liabilities						—				(2,942	)			1,563					2,234				(386	)
			Net cash provided by (used in) financing activities			10,856				(47,328	)			(47,222	)				(8,060	)			(36,066	)
Increase (decrease) in cash and cash equivalents						5,155				(1,165	)			(32,349	)				(48,126	)			63,131
Cash and cash equivalents, beginning of period						9,476				10,641				42,990					91,116				27,985
Cash and cash equivalents, end of period					$	14,631			$	9,476			$	10,641				$	42,990			$	91,116

F-8

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1.	General

F-9

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		As Previously								As
		Reported				Adjustments				Restated
August 31, 2004
Trade and other accounts receivable, net		$	394,210			$	(50,000	)		$	344,210
Current deferred tax assets			33,935				19,046				52,981
Current assets			500,660				(30,954	)			469,706
Property, plant & equipment			133,362				(677	)			132,685
Non-current deferred tax assets			213,127				1,262				214,389
Assets			979,968				(30,369	)			949,599
Other long-term liabilities			140,897				1,683				142,580
Liabilities			374,076				1,683				375,759
Laidlaw investment			388,602				(32,052	)			356,550
Combined equity			605,892				(32,052	)			573,840
Liabilities and combined equity			979,968				(30,369	)			949,599
August 31, 2003
Trade and other accounts receivable, net			370,452				(50,000	)			320,452
Current assets			490,720				(50,000	)			440,720
Property, plant & equipment			134,223				(677	)			133,546
Intangible assets, net			95,845				52,360				148,205
Assets			913,063				1,683				914,746
Other long-term liabilities			132,106				1,683				133,789
Liabilities			352,524				1,683				354,207
Liabilities and combined equity		$	913,063			$	1,683			$	914,746

F-10

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		As Previously								As
		Reported				Adjustments				Restated
Nine months ended May 31, 2003 (predecessor)
Net revenue		$	1,111,335			$	(8,000	)		$	1,103,335
Operating expenses			163,293				154				163,447
Depreciation and amortization expense			32,156				(12	)			32,144
Income (loss) from operations			42,272				(8,142	)			34,130
Fresh-start accounting adjustments			38,274				8,142				46,416
Cumulative effect of a change in accounting principle			(267,939	)			44,218				(223,721	)
Net income (loss)			(192,609	)			44,218				(148,391	)
Comprehensive income (loss)			(192,006	)			44,218				(147,788	)
Year ended August 31, 2002 (predecessor)
Net revenue			1,418,786				(3,000	)			1,415,786
Operating expenses			219,121				200				219,321
Depreciation and amortization expense			67,185				(2	)			67,183
Income (loss) from operations			(236,762	)			(3,198	)			(239,960	)
Income (loss) before income taxes and cumulative effect of a change in accounting principle			(242,811	)			(3,198	)			(246,009	)
Income (loss) before cumulative effect of a change in accounting principle			(244,185	)			(3,198	)			(247,383	)
Net income (loss)			(244,185	)			(3,198	)			(247,383	)
Comprehensive income (loss)		$	(244,069	)		$	(3,198	)		$	(247,267	)

F-11

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Table of Contents

				Restated
				Predecessor				Fair Value				Successor
				Company				Adjustments				Company
Assets
Current assets:
	Cash and cash equivalents			$	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 inventory				16,927				—				16,927
	Other current assets				35,907				—				35,907
	Current deferred tax assets				—	(c)			72,493				72,493
		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
		Assets		$	879,746			$	61,885			$	941,631

F-12

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Table of Contents

				Restated
				Predecessor				Fair Value				Successor
				Company				Adjustments				Company
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 and equipment to reflect the estimated fair value of the assets based on independent appraisals.
(b)		Eliminates the Predecessor Company’s historic 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 Company.
(d)		Records the operating leases at their estimated fair value based on independent valuations and the current borrowing rate of the Company.
(e)		Adjusts the Company’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

F-13

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							August 31,
			January 31,
			2005				2004				2003
Accounts receivable, net
AMR			$	229,798			$	210,177			$	196,473
EmCare				139,969				134,033				123,979
	Total		$	369,767			$	344,210			$	320,452
Accounts receivable allowances
AMR
Allowance for contractual discounts			$	126,771			$	103,412			$	89,856
Allowance for uncompensated care				124,699				111,766				104,833
	Total		$	251,470			$	215,178			$	194,689
EmCare
Allowance for contractual discounts			$	188,092			$	168,060			$	168,912
Allowance for uncompensated care				556,605				499,512				382,757
	Total		$	744,697			$	667,572			$	551,669

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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

F-15

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			Restated
Predecessor Company:
	Balance on August 31, 2002		$	453,943
	Impairment loss under SFAS No. 142, September 1, 2002			(223,721	)
	Balance on May 31, 2003		$	230,222
Successor Company:
	Fresh-start adjustment		$	(177,862	)
	Balance on June 1, 2003 and August 31, 2003			52,360
	Deferred tax valuation adjustment, August 31, 2004			(52,360	)
	Balance on August 31, 2004 and January 31, 2005		$	—

F-16

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F-17

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Table of Contents

														Predecessor
		Five Months								Three Months				Nine Months
		Ended				Year Ended				Ended				Ended				Year Ended
		January 31,				August 31,				August 31,				May 31,				August 31,
		2005				2004				2003				2003				2002
AMR
Gross revenue			100%				100%				100%				100%				100%
Provision for contractual discounts			35%				35%				30%				30%				26%
Provision for uncompensated care			14%				14%				16%				15%				16%
EmCare
Gross revenue			100%				100%				100%				100%				100%
Provision for contractual discounts			42%				41%				40%				40%				38%
Provision for uncompensated care			25%				24%				24%				23%				23%
Total
Gross revenue			100%				100%				100%				100%				100%
Provision for contractual discounts			39%				37%				35%				34%				31%
Provision for uncompensated care			19%				18%				19%				18%				19%

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F-19

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3.	Property, Plant and Equipment, net

						Restated
		2005				2004				2003
Land		$	2,079			$	2,079			$	2,079
Building and leasehold improvements			14,293				14,147				11,670
Vehicles			91,114				85,172				65,163
Computer hardware and software			42,006				35,585				29,290
Other			46,891				45,622				32,130
			196,383				182,605				140,332
Less: accumulated depreciation			(67,617	)			(49,920	)			(6,786	)
Property, plant and equipment, net		$	128,766			$	132,685			$	133,546

4.	Intangible Assets, net

										Restated
		2005				2004				2003
Goodwill		$	—			$	—			$	52,360
Contract value			22,544				22,106				94,177
Radio frequencies			—				—				4,000
Covenant not to compete			250				—				19
			22,794				22,106				150,556
Less: accumulated amortization			(6,719	)			(6,348	)			(2,351	)
Intangible assets, net		$	16,075			$	15,758			$	148,205

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5.	Income Taxes

							Restated
			2005				2004				2003
Deferred tax assets:
	Accounts receivable		$	38,817			$	34,726			$	54,447
	Accrued liabilities			58,508				56,803				62,120
	Intangible assets			42,732				46,047				24,311
	Interest carryforwards			84,590				85,188				84,474
	Net operating loss carryforwards			54,565				55,055				94,576
				279,212				277,819				319,928
Deferred tax liabilities:
	Excess of tax over book depreciation			(11,651	)			(10,449	)			(8,544	)
Net deferred tax assets				267,561				267,370				311,384
Valuation allowance				—				—				(155,952	)
Net deferred tax assets			$	267,561			$	267,370			$	155,432

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															Predecessor
			Five Months				Year				Three Months				Nine Months				Year
			Ended				Ended				Ended				Ended				Ended
			January 31,				August 31,				August 31,				May 31,				August 31,
			2005				2004				2003				2003				2002
Current tax expense
State			$	—			$	559			$	(162	)		$	829			$	1,374
Federal				—				(694	)			17,216				—				—
	Total			—				(135	)			17,054				829				1,374
Deferred tax expense
State				762				2,496				(76	)			—				—
Federal				5,516				19,403				(8,345	)			—				—
	Total			6,278				21,899				(8,421	)			—				—
Total tax expense
State				762				3,055				(238	)			829				1,374
Federal				5,516				18,709				8,871				—				—
	Total		$	6,278			$	21,764			$	8,633			$	829			$	1,374

																As Restated
																Predecessor
				Five Months				Year				Three Months				Nine Months				Year
				Ended				Ended				Ended				Ended				Ended
				January 31,				August 31,				August 31,				May 31,				August 31,
				2005				2004				2003				2003				2002
Income tax expense (benefit) at the statutory rate				$	5,516			$	20,690			$	631			$	26,656			$	(86,103	)
Decrease(increase) in income taxes resulting from:
	State taxes, net of federal				495				1,986				(155	)			539				893
	Goodwill amortization/impairment				—				—				—				—				76,517
	Fresh start accounting adjustments				—				—				—				(16,246	)			—
	Parent Company allocations				—				(1,577	)			7,990				(2,826	)			(40,377	)
	Change in valuation allowance				—				—				—				(7,607	)			50,158
	Other				267				665				167				313				286
		Provision for income taxes		$	6,278			$	21,764			$	8,633			$	829			$	1,374

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6.	Accrued Liabilities

		2005				2004				2003
Accrued wages and benefits		$	53,231			$	65,757			$	56,960
Accrued paid time off			20,141				19,828				16,896
Current portion of self-insurance reserve			41,283				36,384				28,206
Accrued restructuring			1,118				1,611				3,088
Current portion of compliance and legal			3,607				5,660				8,056
Accrued billing and collection fees			3,522				3,466				3,300
Accrued profit sharing			23,802				7,566				6,552
Other			24,941				26,512				23,121
Total accrued liabilities		$	171,645			$	166,784			$	146,179

7.	Long-term Debt

		2005				2004				2003
Notes due at various dates from 2004 to 2022 with interest rates from 6% to 10%		$	1,219			$	2,959			$	6,478
Mortgage loan due 2010 with an interest rate of 7%			2,168				2,190				2,242
Capital lease obligations due at various dates from 2006 to 2007 (note 10)			8,110				10,331				15,337
			11,497				15,480				24,057
Less current portion			(5,846	)			(7,565	)			(8,270	)
Total long-term debt		$	5,651			$	7,915			$	15,787

Year ending January 31,
2006		$	5,846
2007			3,771
2008			(878	)
2009			121
2010			108
Thereafter			2,529
		$	11,497

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8.	Restructuring Charges and Impairment Losses

		2002 Plan												2003 Plan				2004 Plan
		Severance				Lease				Total				Severance				Severance				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
Incurred			—				—				—				—				—				—
Paid			—				(238	)			(238	)			—				(255	)			(493	)
January 31, 2005		$	—			$	746			$	746			$	—			$	372			$	1,118

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9.	Retirement Plans and Employee Benefits

10.	Commitments and Contingencies

F-25

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						Operating
		Capital				Leases &
		Leases				Other
Year ending January 31,
2006		$	6,000			$	27,289
2007			3,558				20,335
2008			(948	)			16,242
2009			—				12,785
2010			—				8,810
Thereafter			—				20,659
			8,610			$	106,120
Less imputed interest			(500	)
Total capital lease obligations			8,110
Less current portion			(5,530	)
Long-term capital lease obligations		$	2,580

F-26

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F-27

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11.	Related Party

F-28

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															Predecessor
		Five Months				Year				Three Months					Nine Months				Year
		Ended				Ended				Ended					Ended				Ended
		January 31,				August 31,				August 31,					May 31,				August 31,
		2005				2004				2003					2003				2002
Allocated insurance expense (income)		$	—			$	(4,505	)		$	11,522				$	3,058			$	(8,094	)
Direct insurance expense			17,069				40,554				—					—				—
Laidlaw fees and compensation charges			19,857				15,449				1,350					4,050				5,400
Reorganization costs			—				—				—					3,650				8,761
Interest			4,480				6,225				403					3,081				4,585

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12.	Insurance

		Accrued				Other Long-Term				Total
January 31, 2005		Liabilities				Liabilities				Liabilities
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

		Accrued				Other Long-Term				Total
August 31, 2004		Liabilities				Liabilities				Liabilities
Automobile		$	4,007			$	8,887			$	12,894
Workers compensation			10,903				32,406				43,309
General/ Professional liability			21,474				96,887				118,361
		$	36,384			$	138,180			$	174,564

F-30

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		Accrued				Other Long-term				Total
August 31, 2003		Liabilities				Liabilities				Liabilities
Automobile		$	4,845			$	6,244			$	11,089
Workers compensation			10,152				23,870				34,022
General/ Professional liability			13,209				88,897				102,106
		$	28,206			$	119,011			$	147,217

		January 31,				August 31,				August 31,
		2005				2004				2003
Restricted cash and cash equivalents		$	9,846			$	5,691			$	939
Restricted marketable securities			2,473				6,756				201
Short-term deposits (included in other current assets)			8,044				9,889				14,997
Short-term deposits with Laidlaw (included in other current assets)			11,541				5,700				—
Restricted long-term investments			41,810				47,285				40,608
Long-term deposits (included in other long-term assets)			20,006				23,708				28,626
Long-term deposits with Laidlaw (included in other long-term assets)			29,413				22,733				—
Total insurance deposits		$	123,133			$	121,762			$	85,371

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13.	Supplemental Cash Flow Information

																	Predecessor
								Restated
				Five Months				Year				Three Months					Nine Months				Year
				Ended				Ended				Ended					Ended				Ended
				January 31,				August 31,				August 31,					May 31,				August 31,
				2005				2004				2003					2003				2002
Cash paid during the period for interest				$	488			$	556			$	436				$	1,605			$	1,278
Finance and investing activities not requiring the use of cash:
	Dividend to Laidlaw				—				200,000				—					—				—
	Acquisition of equipment through capital leases				—				—				—					—				26,320
	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			$	—				$	—			$	—

14.	Segment Information

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															Predecessor Company —
															Restated
		Five Months				Year				Three Months					Nine Months				Year
		Ended				Ended				Ended					Ended				Ended
		January 31,				August 31,				August 31,					May 31,				August 31,
		2005				2004				2003					2003				2002
Healthcare Transportation Services
Revenue		$	455,059			$	1,054,800			$	255,807				$	751,344			$	984,451
Segment EBITDA			33,859				85,557				7,941					48,026				(189,624	)(1)
Total identifiable assets			645,441				628,635				605,268					638,495	(2)			894,943
Capital expenditures			12,054				38,573				17,581					30,888				26,670
Emergency Management Services
Revenue			241,120				549,798				128,654					351,991				431,335
Segment EBITDA			5,639				37,156				7,217					18,248				16,847
Total identifiable assets			338,069				320,964				309,478					303,136	(2)			163,132
Capital expenditures			1,991				4,214				498					3,880				4,448
Total
Total revenue			696,179				1,604,598				384,461					1,103,335				1,415,786
Total segment EBITDA			39,498				122,713				15,158					66,274				(172,777	)
Total identifiable assets			983,510				949,599				914,746					941,631	(2)			1,058,075
Total capital expenditures			14,045				42,787				18,079					34,768				31,118
Reconciliation of EBITDA to Net Income (Loss)
EBITDA			39,498				122,713				15,158					66,274				(172,777	)(1)
Depreciation and amortization expense			(18,808	)			(52,739	)			(12,560	)				(32,144	)			(67,183	)
Interest expense			(5,644	)			(9,961	)			(908	)				(4,691	)			(6,418	)
Realized gain (loss) on investments			—				(1,140	)			90					—				—
Interest and other income			714				240				22					304				369
Fresh-start accounting adjustments			—				—				—					46,416				—
Income tax expense			(6,278	)			(21,764	)			(8,633	)				(829	)			(1,374	)
Cumulative effect of a change in accounting principle			—				—				—					(223,721	)			—
Net income (loss)		$	9,482			$	37,349			$	(6,831	)			$	(148,391	)		$	(247,383	)

(1)	Includes an impairment loss of $262,780.
(2)	Total assets of the Company at June 1, 2003 after fair value adjustments.

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15.	Valuation and Qualifying Accounts

											Total				Valuation
			Allowance for				Allowance for				Accounts				Allowance for
			Contractual				Uncompensated				Receivable				Deferred Tax
			Discounts				Care				Allowances				Assets				Total
Balance at August 31, 2001 (Predecessor) — restated			$	242,172			$	423,562			$	665,734			$	309,275			$	975,009
	Additions			858,590				521,277				1,379,867				6,383				1,386,250
	Reductions			(850,862	)			(532,030	)			(1,382,892	)			(4,964	)			(1,387,856	)
Balance at August 31, 2002 (Predecessor) — restated				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 (Predecessor) — restated			$	258,939			$	464,024			$	722,963			$	155,952			$	878,915
Fresh-start balance at June 1, 2003 — restated			$	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 — restated				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 — restated				271,471				611,278				882,749				—				882,749
	Additions			632,959				312,310				945,269				—				945,269
	Reductions			(589,568	)			(242,284	)			(831,852	)			—				(831,852	)
Balance at January 31, 2005			$	314,862			$	681,304			$	996,166			$	—			$	996,166

16.	Prior Period Results (unaudited)

		Five Months
		Ended
		January 31,
		2004
		(unaudited)
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

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					Five Months
					Ended
					January 31,
					2004
					(unaudited)
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 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			18,627
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	)
Increase 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-35

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Table of Contents

17.	Guarantors of Debt

F-36

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Table of Contents

									Issuer				Issuer								Subsidiary
									AMR				EmCare				Subsidiary				Non-				Eliminations/
					Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantor				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-37

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Table of Contents

									Issuer				Issuer								Subsidiary
									AMR				EmCare				Subsidiary				Non-				Eliminations/
					Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantor				Adjustments				Total
Assets
Current assets:
	Cash and cash equivalents				$	—			$	—			$	—			$	9,436			$	40			$	—			$	9,476
	Restricted cash and cash equivalents					—				—				—				—				5,691				—				5,691
	Restricted marketable securities					—				—				—				—				6,756				—				6,756
	Trade and other accounts receivable, net					—				—				—				339,896				17,321				(13,007	)			344,210
	Parts and supplies inventory					—				—				—				18,577				—				—				18,577
	Other current assets					—				—				—				45,254				1,820				(15,059	)			32,015
	Current deferred tax assets					—				—				—				50,322				2,659				—				52,981
		Current assets				—				—				—				463,485				34,287				(28,066	)			469,706
Non-current assets:
Property, plant, and equipment, net						—				—				—				132,685				—				—				132,685
	Intangible assets, net					—				—				—				15,758				—				—				15,758
	Non-current deferred tax assets					—				—				—				215,520				(1,131	)			—				214,389
	Restricted long-term investments					—				—				—				—				47,285				—				47,285
	Other long-term assets					—				—				—				69,776				—				—				69,776
	Investment and advances in subsidiaries					—				—				—				6,694				—				(6,694	)			—
			Assets		$	—			$	—			$	—			$	903,918			$	80,441			$	(34,760	)		$	949,599
Liabilities and Equity
Current liabilities:
	Accounts payable				$	—			$	—			$	—			$	59,631			$	1,129			$	(9,845	)		$	50,915
	Accrued liabilities					—				—				—				146,722				20,062				—				166,784
	Current portion of long-term debt					—				—				—				7,565				—				—				7,565
		Current liabilities				—				—				—				213,918				21,191				(9,845	)			225,264
Long-term debt						—				—				—				7,915				—				—				7,915
Other long-term liabilities						—				—				—				108,245				52,556				(18,221	)			142,580
			Liabilities			—				—				—				330,078				73,747				(28,066	)			375,759
Laidlaw payable						—				—				—				186,778				—				—				186,778
Laidlaw investment						—				—				—				356,550				—				—				356,550
Common stock						—				—				—				—				30				(30	)			—
Additional paid-in capital						—				—				—				—				5,035				(5,035	)			—
Retained earnings						—				—				—				30,518				1,635				(1,635	)			30,518
Comprehensive income (loss)						—				—				—				(6	)			(6	)			6				(6	)
	Equity					—				—				—				573,840				6,694				(6,694	)			573,840
			Liabilities and Equity		$	—			$	—			$	—			$	903,918			$	80,441			$	(34,760	)		$	949,599

F-38

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Table of Contents

									Issuer				Issuer								Subsidiary
									AMR				EmCare				Subsidiary				Non-				Eliminations/
					Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Guarantor				Adjustments				Total
Assets
Current assets:
	Cash and cash equivalents				$	—			$	—			$	—			$	10,604			$	37			$	—			$	10,641
	Restricted cash and cash equivalents					—				—				—				—				939				—				939
	Restricted marketable securities					—				—				—				—				201				—				201
	Trade and other accounts receivable, net					—				—				—				316,395				4,057								320,452
	Parts and supplies inventory					—				—				—				17,444				—				—				17,444
	Other current assets					—				—				—				40,259				5,059				(13,111	)			32,207
	Current deferred tax assets					—				—				—				55,921				2,915				—				58,836
		Current assets				—				—				—				440,623				13,208				(13,111	)			440,720
Non-current assets:
Property, plant, and equipment, net						—				—				—				133,546				—				—				133,546
	Intangible assets, net					—				—				—				148,205				—				—				148,205
	Non-current deferred tax assets					—				—				—				96,596				—				—				96,596
	Restricted long-term investments					—				—				—				—				40,608				—				40,608
	Other long-term assets					—				—				—				55,071				—				—				55,071
	Investment and advances in subsidiaries					—				—				—				3,859				—				(3,859	)			—
			Assets		$	—			$	—			$	—			$	877,900			$	53,816			$	(16,970	)		$	914,746
Liabilities and Equity
Current liabilities:
	Accounts payable				$	—			$	—			$	—			$	50,148			$	34			$	—			$	50,182
	Accrued liabilities					—				—				—				146,772				9,529				(10,122	)			146,179
	Current portion of long-term debt					—				—				—				8,270				—				—				8,270
		Current liabilities				—				—				—				205,190				9,563				(10,122	)			204,631
Long-term debt						—				—				—				15,787				—				—				15,787
Other long-term liabilities						—				—				—				96,384				40,394				(2,989	)			133,789
			Liabilities			—				—				—				317,361				49,957				(13,111	)			354,207
Laidlaw payable						—				—				—				22,416				—				—				22,416
Laidlaw investment						—				—				—				546,144				—				—				546,144
Additional paid-in capital						—				—				—				—				5,049				(5,049	)			—
Retained earnings						—				—				—				(6,831	)			—				—				(6,831	)
Comprehensive income (loss)						—				—				—				(1,190	)			(1,190	)			1,190				(1,190	)
		Equity				—				—				—				560,539				3,859				(3,859	)			560,539
			Liabilities and Equity		$	—			$	—			$	—			$	877,900			$	53,816			$	(16,970	)		$	914,746

F-39

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Table of Contents

							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Guarantor				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

							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Guarantor				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 subsidiary				—				—				—				35,714				1,635				—				37,349
Equity in earnings of subsidiary				—				—				—				1,635				—				(1,635	)			—
	Net income		$	—			$	—			$	—			$	37,349			$	1,635			$	(1,635	)		$	37,349

F-40

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Table of Contents

							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Guarantor				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	)
Income (loss) before equity in earnings of subsidiary				—				—				—				(7,909	)			1,078				—				(6,831	)
Equity in earnings of subsidiary				—				—				—				1,078				—				(1,078	)			—
	Net income (loss)		$	—			$	—			$	—			$	(6,831	)		$	1,078			$	(1,078	)		$	(6,831	)

							Issuer				Issuer
							AMR				EmCare				Subsidiary				Subsidiary				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Non-guarantor				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	)
	Cumulative effect of a change in accounting principle			—				—				—				(223,721	)			—				—				(223,721	)
	Net loss		$	—			$	—			$	—			$	(148,391	)		$	—			$	—			$	(148,391	)

F-41

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Table of Contents

							Issuer				Issuer
							AMR				EmCare				Subsidiary				Subsidiary				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Non-guarantor				Adjustments				Total
Net revenue			$	—			$	—			$	—			$	1,415,786			$	12,004			$	(12,004	)		$	1,415,786
Compensation and benefits				—				—				—				960,590				—				—				960,590
Operating expenses				—				—				—				219,321				—				—				219,321
Insurance expense				—				—				—				66,479				12,004				(12,004	)			66,479
Selling, general and administrative expenses				—				—				—				61,455				—				—				61,455
Laidlaw fees and compensation charges				—				—				—				5,400				—				—				5,400
Depreciation and amortization expense				—				—				—				67,183				—								67,183
Impairment losses				—				—				—				262,780				—				—				262,780
Restructuring charges				—				—				—				3,777				—				—				3,777
Laidlaw reorganization costs				—				—				—				8,761				—				—				8,761
	Loss from operations			—				—				—				(239,960	)			—				—				(239,960	)
Interest expense				—				—				—				(6,418	)			—				—				(6,418	)
Interest and other income				—				—				—				369				—				—				369
	Loss before income taxes			—				—				—				(246,009	)			—				—				(246,009	)
Income tax expense				—				—				—				(1,374	)			—				—				(1,374	)
	Net loss		$	—			$	—			$	—			$	(247,383	)		$	—			$	—			$	(247,383	)

F-42

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Table of Contents

							Issuer				Issuer
							AMR				EmCare				Subsidiary				Subsidiary
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Non-guarantors				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-43

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Table of Contents

							Issuer				Issuer
							AMR				EmCare				Subsidiary				Subsidiary Non-
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantors				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-44

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Table of Contents

							Issuer				Issuer
							AMR				EmCare				Subsidiary				Subsidiary Non-
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantors				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-45

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Table of Contents

							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantors				Adjustments				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	)
Decrease in bank overdrafts				—				—				—				(815	)			—				—				(815	)
Capital contribution				—				—				—				—				2,721				(2,721	)			—
Increase in other non-current liabilities				—				—				—				2,234				—				—				2,234
	Net cash used in 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-46

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Table of Contents

							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantors				Adjustments				Total
Cash Flows from Operating Activities
	Net cash provided by operating activities		$	—			$	—			$	—			$	140,296			$	16,248			$	—			$	156,544
Cash Flows from Investing Activities
Purchase of property, plant and equipment				—				—				—				(31,118	)			—				—				(31,118	)
Proceeds from sale of property, plant and equipment				—				—				—				2,549				—				—				2,549
Capital contribution				—				—				—				(1,150	)			—				1,150				—
Purchase of restricted cash and investments				—				—				—				(1,412	)			(49,534	)			—				(50,946	)
Proceeds from sale and maturity of restricted investments				—				—				—				—				32,215				—				32,215
Other investing activities				—				—				—				(10,047	)			—				—				(10,047	)
	Net cash used in investing activities			—				—				—				(41,178	)			(17,319	)			1,150				(57,347	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt				—				—				—				(17,817	)			—				—				(17,817	)
Payments to Laidlaw				—				—				—				(16,729	)			—				—				(16,729	)
Decrease in bank overdrafts				—				—				—				(1,134	)			—				—				(1,134	)
Capital contributions				—				—				—				—				1,150				(1,150	)			—
Decrease in other non-current liabilities				—				—				—				(386	)			—				—				(386	)
	Net cash used in financing activities			—				—				—				(36,066	)			1,150				(1,150	)			(36,066	)
Change in cash and cash equivalents				—				—				—				63,052				79				—				63,131
Cash and cash equivalents, beginning of period				—				—				—				27,985				—				—				27,985
Cash and cash equivalents, end of period			$	—			$	—			$	—			$	91,037			$	79			$	—			$	91,116

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18.	Subsequent Event

19.	Subsequent Events (unaudited)

F-48

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F-49

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Table of Contents

					Unaudited					Predecessor
					Consolidated					Combined
					September 30,					January 31,
					2005					2005
ASSETS
Current assets:
	Cash and cash equivalents				$	10,113				$	14,631
	Restricted cash and cash equivalents					11,949					9,846
	Restricted marketable securities					2,165					2,473
	Trade and other accounts receivable, net					369,766					369,767
	Parts and supplies inventory					18,760					18,499
	Other current assets					31,008					40,135
	Current deferred tax assets					22,971					65,092
		Current assets				466,732					520,443
Non-current assets:
	Property, plant, and equipment, net					133,283					128,766
	Intangible assets, net					81,363					16,075
	Non-current deferred tax assets					117,488					202,469
	Restricted long-term investments					73,304					41,810
	Goodwill					271,987					—
	Other long-term assets					109,251					73,947
			Assets		$	1,253,408				$	983,510
LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable				$	53,066				$	55,818
	Accrued liabilities					199,849					171,645
	Current portion of long-term debt					13,478					5,846
		Current liabilities				266,393					233,309
Long-term debt						595,129					5,651
Other long-term liabilities						155,139					146,273
			Liabilities			1,016,661					385,233
Redeemable partnership equity						1,213					—
Laidlaw payable						—					202,042
Laidlaw investment						—					356,550
Partnership equity						222,178					—
Retained earnings						14,002					40,000
Comprehensive income (loss)						(646	)				(315	)
	Equity					235,534					598,277
			Liabilities and equity		$	1,253,408				$	983,510

F-50

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Table of Contents

			Consolidated									Combined
												Predecessor				Predecessor
			Eight Months				Three Months					Eight Months				Three Months
			Ended				Ended					Ended				Ended
			September 30,				September 30,					September 30,				September 30,
			2005				2005					2004				2004
Net revenue			$	1,187,653			$	456,245				$	1,077,749			$	413,869
Compensation and benefits				822,595				319,292					751,238				286,628
Operating expenses				168,700				66,156					147,524				55,863
Insurance expense				60,382				21,048					51,674				18,404
Selling, general and administrative expenses				38,248				15,654					31,270				12,093
Laidlaw fees and compensation charges				—				—					10,095				3,657
Depreciation and amortization expense				38,811				14,843					34,627				12,669
Restructuring charges				—				—					1,381				—
Income from operations				58,917				19,252					49,940				24,555
Interest expense				(34,407	)			(12,824	)				(8,679	)			(5,138	)
Realized gain (loss) on investments				(40	)			(34	)				(1,191	)			(1,140	)
Interest and other income				189				91					210				162
Income before income taxes				24,659				6,485					40,280				18,439
Income tax expense				(10,657	)			(3,479	)				(15,710	)			(7,191	)
Net income				14,002				3,006					24,570				11,248
Other comprehensive income, net of tax
	Unrealized holding gains (losses) during the period			(646	)			(1,010	)				364				364
Comprehensive income			$	13,356			$	1,996				$	24,934			$	11,612

F-51

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										Combined
					Consolidated					Predecessor
					Eight Months					Eight Months
					Ended					Ended
					September 30,					September 30,
					2005					2004
Cash Flows from Operating Activities
Net income					$	14,002				$	24,570
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization					40,444					34,627
	Gain on disposal of property, plant and equipment					(480	)				(344	)
	Deferred income taxes					1,395					14,243
	Stock compensation expense					2,462					—
	Changes in operating assets/liabilities:
		Trade and other accounts receivable				4,801					586
		Other current assets				8,866					(1,047	)
		Accounts payable and accrued liabilities				36,972					27,326
			Net cash provided by operating activities			108,462					99,961
Cash Flows from Investing Activities
EMS purchase of AMR and EmCare						(828,775	)				—
Purchase of property, plant and equipment						(34,947	)				(30,217	)
Proceeds from sale of property, plant and equipment						565					773
Purchase of restricted cash and investments						(51,495	)				(61,213	)
Proceeds from sale and maturity of restricted investments						17,560					40,152
Net change in deposits and other assets						(20,330	)				(23,405	)
			Net cash used in investing activities			(917,422	)				(73,910	)
Cash Flows from Financing Activities
Borrowings under new senior secured credit facility						350,000					—
Proceeds from issuance of senior subordinated notes						250,000					—
Borrowings under new revolving credit facility						25,200					—
Issuance of partnership equity						222,655					—
Financing costs						(20,122	)				—
Repayments of capital lease obligations and other debt						(5,722	)				(5,396	)
Repayments of revolving credit facility						(20,200	)				—
Increase (decrease) in bank overdrafts						997					4,290
Payments made to Laidlaw						—					(13,937	)
Increase (decrease) in other non-current liabilities						1,634					(5,656	)
			Net cash provided by (used in) financing activities			804,442					(20,699	)
Change in cash and cash equivalents						(4,518	)				5,352
Cash and cash equivalents, beginning of period						14,631					10,856
Cash and cash equivalents, end of period					$	10,113				$	16,208
Cash paid for:
	Interest				$	27,729				$	10,636
	Taxes				$	9,550				$	—

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1.	General

Current assets			$	483,957
Property, plant & equipment				128,766
Intangible assets				89,850
Goodwill				271,987
Other long-term assets				254,027
	Total assets acquired			1,228,587
Current liabilities				245,144
Long-term debt				620,183
Other long-term liabilities				144,381
	Total liabilities assumed			1,009,708
	Net assets acquired		$	218,879

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2.	Summary of Significant Accounting Policies

F-54

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Table of Contents

							Predecessor
			September 30,				January 31,
			2005				2005
Accounts receivable, net
AMR			$	236,729			$	229,798
EmCare				133,037				139,969
	Total		$	369,766			$	369,767
Accounts receivable allowances
AMR
Allowance for contractual discounts			$	121,453			$	126,771
Allowance for uncompensated care				122,906				124,699
	Total		$	244,359			$	251,470
EmCare
Allowance for contractual discounts			$	197,542			$	188,092
Allowance for uncompensated care				653,181				556,605
	Total		$	850,723			$	744,697

										Predecessor
		Eight Months				Three Months				Eight Months				Three Months
		Ended				Ended				Ended				Ended
		September 30,				September 30,				September 30,				September 30,
		2005				2005				2004				2004
AMR
Gross revenue			100	%			100	%			100	%			100	%
Provision for contractual discounts			37	%			36	%			35	%			34	%
Provision for uncompensated care			13	%			14	%			14	%			15	%
EmCare
Gross revenue			100	%			100	%			100	%			100	%
Provision for contractual discounts			44	%			44	%			41	%			41	%
Provision for uncompensated care			26	%			26	%			25	%			25	%
Total
Gross revenue			100	%			100	%			100	%			100	%
Provision for contractual discounts			40	%			40	%			38	%			37	%
Provision for uncompensated care			19	%			20	%			19	%			19	%

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3.	Equity-based Compensation

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4.	Accrued Liabilities

							Predecessor
		September 30,					January 31,
		2005					2005
Accrued wages and benefits		$	51,288				$	53,231
Accrued paid time off			21,646					20,141
Current portion of self-insurance reserve			49,550					41,283
Accrued restructuring			325					1,118
Current portion of compliance and legal			14,783					3,607
Accrued billing and collection fees			4,081					3,522
Accrued incentive compensation			20,332					23,802
Accrued interest			5,545					—
Other			32,299					24,941
Total accrued liabilities		$	199,849				$	171,645

5.	Commitments and Contingencies

F-57

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F-58

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6.	Insurance

F-59

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Table of Contents

7.	Segment Information

											Predecessor
		Eight Months				Three Months					Eight Months				Three Months
		Ended				Ended					Ended				Ended
		September 30,				September 30,					September 30,				September 30,
		2005				2005					2004				2004
Healthcare Transportation Services
Net revenue		$	761,712			$	291,909				$	705,181			$	270,887
Segment EBITDA			67,813				22,664					60,058				24,825
Capital expenditures			31,612				13,307					27,257				12,506
Emergency Management Services
Net revenue			425,941				164,336					372,568				142,982
Segment EBITDA			29,915				11,431					24,509				12,399
Capital expenditures			3,335				901					2,960				1,566
Total
Net revenue			1,187,653				456,245					1,077,749				413,869
Segment EBITDA			97,728				34,095					84,567				37,224
Capital expenditures			34,947				14,208					30,217				14,072
Reconciliation of EBITDA to Net Income
EBITDA			97,728				34,095					84,567				37,224
Depreciation and amortization expense			(38,811	)			(14,843	)				(34,627	)			(12,669	)
Interest expense			(34,407	)			(12,824	)				(8,679	)			(5,138	)
Realized gain (loss) on investments			(40	)			(34	)				(1,191	)			(1,140	)
Interest and other income (loss)			189				91					210				162
Income tax expense			(10,657	)			(3,479	)				(15,710	)			(7,191	)
Net income		$	14,002			$	3,006				$	24,570			$	11,248

8.	Debt

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							Predecessor
		September 30,					January 31,
		2005					2005
Senior subordinated notes due 2015		$	250,000				$	—
Senior secured term loan due 2012 (5.65% at September 30, 2005)			348,250					—
Revolving credit facility			5,000
Capital lease obligations			4,389					8,110
Notes due at various dates from 2005 to 2022 with interest rates from 6% to 10%			968					3,387
Total long-term debt			608,607					11,497
Less current maturities			(13,478	)				(5,846	)
Long-term debt, less current maturities		$	595,129				$	5,651

Twelve months ended September 30,
2006		$	13,478
2007			3,020
2008			3,624
2009			3,613
2010			3,608
Thereafter			581,264
		$	608,607

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9.	Guarantors of Debt

F-62

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Table of Contents

								Issuer				Issuer
								AMR				EmCare				Subsidiary				Subsidiary				Eliminations/
				Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Non-guarantor				Adjustments				Total
Assets
Current assets:
	Cash and cash equivalents			$	4,828			$	—			$	—			$	5,203			$	82			$	—			$	10,113
	Restricted cash and cash equivalents				—				—				—				—				11,949				—				11,949
	Restricted marketable securities				—				—				—				—				2,165				—				2,165
	Trade and other accounts receivable, net				—				—				—				366,995				2,620				151				369,766
	Parts and supplies inventory				—				—				—				18,760				—				—				18,760
	Other current assets				325				—				—				41,459				1,986				(12,762	)			31,008
	Current deferred tax assets				—				—				—				20,312				2,659				—				22,971
		Current assets			5,153				—				—				452,729				21,461				(12,611	)			466,732
Non-current assets:
	Property, plant, and equipment, net				329				—				—				132,954				—				—				133,283
	Intercompany receivable				—				420,069				188,741				17,156				—				(625,966	)			—
	Intangible assets, net				—				—				—				81,363				—				—				81,363
	Non-current deferred tax assets				—				—				—				118,619				(1,131	)			—				117,488
	Restricted long-term investments				—				—				—				—				73,304				—				73,304
	Goodwill				—				—				—				271,529				458				—				271,987
	Other long-term assets				—				11,838				5,318				92,095				—				—				109,251
	Investment and advances in subsidiaries				236,747				160,515				76,218				6,074				—				(479,554	)			—
		Assets		$	242,229			$	592,422			$	270,277			$	1,172,519			$	94,092			$	(1,118,131	)		$	1,253,408
Liabilities and Equity
Current liabilities:
	Accounts payable			$	—			$	—			$	—			$	53,066			$	—			$	—			$	53,066
	Accrued liabilities				—				3,826				1,720				161,037				33,266				—				199,849
	Current portion of long-term debt				—				5,865				2,635				4,978				—				—				13,478
		Current liabilities			—				9,691				4,355				219,081				33,266				—				266,393
Long-term debt					—				410,378				184,372				379				—				—				595,129
Other long-term liabilities					—				—				—				112,998				54,752				(12,611	)			155,139
Intercompany					5,482				11,838				5,318				603,328				—				(625,966	)			—
		Liabilities			5,482				431,907				194,045				935,786				88,018				(638,577	)			1,016,661
Redeemable partnership equity					1,213				—				—				—				—				—				1,213
Common stock					—				—				—				—				30				(30	)			—
Additional paid-in capital					—				—				—				—				6,690				(6,690	)			—
Partnership equity					222,178				153,722				69,669				223,391				—				(446,782	)			222,178
Retained earnings					14,002				6,793				7,209				13,988				—				(27,990	)			14,002
Comprehensive income (loss)					(646	)			—				(646	)			(646	)			(646	)			1,938				(646	)
	Equity				235,534				160,515				76,232				236,733				6,074				(479,554	)			235,534
		Liabilities and Equity		$	242,229			$	592,422			$	270,277			$	1,172,519			$	94,092			$	(1,118,131	)		$	1,253,408

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								Issuer				Issuer
								AMR				EmCare				Subsidiary				Subsidiary				Eliminations/
				Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Non-guarantor				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

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						Issuer				Issuer								Subsidiary
						AMR				EmCare				Subsidiary				Non-				Eliminations/
		Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantor				Adjustments				Total
Net revenue		$	—			$	—			$	—			$	1,187,653			$	25,264			$	(25,264	)		$	1,187,653
Compensation and benefits			—				—				—				822,595				—				—				822,595
Operating expenses			—				—				—				168,700				—				—				168,700
Insurance expense			—				—				—				60,422				25,224				(25,264	)			60,382
Selling, general and administrative expenses			—				—				—				38,248				—				—				38,248
Depreciation and amortization expense			—				—				—				38,811				—				—				38,811
Income from operations			—				—				—				58,877				40				—				58,917
Interest expense			—				—				—				(34,407	)			—				—				(34,407	)
Realized loss on investments			—				—				—				—				(40	)			—				(40	)
Interest and other income			—				—				14				175				—				—				189
Income before income taxes			—				—				14				24,645				—				—				24,659
Income tax expense			—				—				—				(10,657	)			—				—				(10,657	)
Income before equity in earnings of unconsolidated subsidiaries			—				—				14				13,988				—				—				14,002
Equity in earnings of unconsolidated subsidiaries			14,002				6,793				7,195				—				—				(27,990	)			—
Net income		$	14,002			$	6,793			$	7,209			$	13,988			$	—			$	(27,990	)		$	14,002

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							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantor				Adjustments				Total
Net revenue			$	—			$	—			$	—			$	1,077,749			$	21,233			$	(21,233	)		$	1,077,749
Compensation and benefits				—				—				—				751,238				—				—				751,238
Operating expenses				—				—				—				147,524				—				—				147,524
Insurance expense				—				—				—				52,865				20,042				(21,233	)			51,674
Selling, general and administrative expenses				—				—				—				31,270				—				—				31,270
Laidlaw fees and compensation charges				—				—				—				10,095				—				—				10,095
Depreciation and amortization expense				—				—				—				34,627				—				—				34,627
Restructuring charges				—				—				—				1,381				—				—				1,381
	Income from operations			—				—				—				48,749				1,191				—				49,940
Interest expense				—				—				—				(8,679	)			—				—				(8,679	)
Realized loss on investments				—				—				—				—				(1,191	)			—				(1,191	)
Interest and other income				—				—				—				210				—				—				210
	Income before income taxes			—				—				—				40,280				—				—				40,280
Income tax expense				—				—				—				(17,345	)			1,635				—				(15,710	)
Income before equity in earnings of subsidiary				—				—				—				22,935				1,635				—				24,570
Equity in earnings of subsidiary				—				—				—				1,635				—				(1,635	)			—
	Net income		$	—			$	—			$	—			$	24,570			$	1,635			$	(1,635	)		$	24,570

						Issuer				Issuer								Subsidiary
						AMR				EmCare				Subsidiary				Non-				Eliminations/
		Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantor				Adjustments				Total
Net revenue		$	—			$	—			$	—			$	456,245			$	2,839			$	(2,839	)		$	456,245
Compensation and benefits			—				—				—				319,292				—				—				319,292
Operating expenses			—				—				—				66,156				—				—				66,156
Insurance expense			—				—				—				21,082				2,805				(2,839	)			21,048
Selling, general and administrative expenses			—				—				—				15,654				—				—				15,654
Depreciation and amortization expense			—				—				—				14,843				—				—				14,843
Income from operations			—				—				—				19,218				34				—				19,252
Interest expense			—				—				—				(12,824	)			—				—				(12,824	)
Realized gain on investments			—				—				—				—				(34	)			—				(34	)
Interest and other income			—				—				—				91				—				—				91
Income before income taxes			—				—				—				6,485				—				—				6,485
Income tax expense			—				—				—				(3,479	)			—				—				(3,479	)
Income before equity in earnings of unconsolidated subsidiaries			—				—				—				3,006				—				—				3,006
Equity in earnings of unconsolidated subsidiaries			3,006				501				2,505				—				—				(6,012	)			—
Net income		$	3,006			$	501			$	2,505			$	3,006			$	—			$	(6,012	)		$	3,006

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							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantor				Adjustments				Total
Net revenue			$	—			$	—			$	—			$	413,869			$	7,962			$	(7,962	)		$	413,869
Compensation and benefits				—				—				—				286,628				—				—				286,628
Operating expenses				—				—				—				55,863				—				—				55,863
Insurance expense				—				—				—				19,544				6,822				(7,962	)			18,404
Selling, general and administrative expenses				—				—				—				12,093				—				—				12,093
Laidlaw fees and compensation charges				—				—				—				3,657				—				—				3,657
Depreciation and amortization expense				—				—				—				12,669				—				—				12,669
	Income from operations			—				—				—				23,415				1,140				—				24,555
Interest expense				—				—				—				(5,138	)			—				—				(5,138	)
Realized loss on investments				—				—				—				—				(1,140	)			—				(1,140	)
Interest and other income				—				—				—				162				—				—				162
	Income before income taxes			—				—				—				18,439				—				—				18,439
Income tax expense				—				—				—				(8,826	)			1,635				—				(7,191	)
Income before equity in earnings of subsidiary				—				—				—				9,613				1,635				—				11,248
Equity in earnings of subsidiary				—				—				—				1,635				—				(1,635	)			—
	Net income		$	—			$	—			$	—			$	11,248			$	1,635			$	(1,635	)		$	11,248

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							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-
			Parent Co.				HoldCo Inc.				HoldCo Inc.				Guarantors				guarantors				Total
Cash Flows from Operating Activities
	Net cash provided by operating activities		$	—			$	—			$	14			$	84,284			$	24,164			$	108,462
Cash Flows from Investing Activities
EMS purchase of AMR and EmCare				(828,775	)			—				—				—				—				(828,775	)
Purchase of property, plant and equipment				—				—				—				(34,947	)			—				(34,947	)
Proceeds from sale of property, plant and equipment				—				—				—				565				—				565
Purchase of restricted cash and investments				—				—				—				—				(51,495	)			(51,495	)
Proceeds from sale and maturity of restricted investments				—				—				—				—				17,560				17,560
Net change in deposits and other assets				—				—				—				(20,330	)			—				(20,330	)
	Net cash used in investing activities			(828,775	)			—				—				(54,712	)			(33,935	)			(917,422	)
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
Issuance of partnership equity				222,655				—				—				—				—				222,655
Financing costs				(1,737	)			(12,686	)			(5,699	)			—				—				(20,122	)
Repayments of capital lease obligations and other debt				—				—				—				(5,722	)			—				(5,722	)
Repayments of revolving credit facility				—				(13,938	)			(6,262	)			—				—				(20,200	)
Net intercompany borrowings (payments)				612,685				(404,764	)			(181,865	)			(26,056	)			—				—
Increase (decrease) in bank overdrafts				—				—				—				997				—				997
Increase (decrease) in other non-current liabilities				—				—				—				1,634				—				1,634
	Net cash provided by (used in) financing activities			833,603				—				(14	)			(29,147	)			—				804,442
Increase in cash and cash equivalents				4,828				—				—				425				(9,771	)			(4,518	)
Cash and cash equivalents, beginning of period				—				—				—				4,778				9,853				14,631
Cash and cash equivalents, end of period			$	4,828			$	—			$	—			$	5,203			$	82			$	10,113

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							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantors				Total
Cash Flows from Operating Activities
	Net cash provided by operating activities		$	—			$	—			$	—			$	78,886			$	21,075			$	99,961
Cash Flows from Investing Activities
Purchase of property, plant and equipment				—				—				—				(30,217	)			—				(30,217	)
Proceeds from sale of property, plant and equipment				—				—				—				773				—				773
Purchase of restricted cash and investments				—				—				—				—				(61,213	)			(61,213	)
Proceeds from sale and maturity of restricted investments				—				—				—				—				40,152				40,152
Other investing activities				—				—				—				(23,405	)			—				(23,405	)
	Net cash used in investing activities			—				—				—				(52,849	)			(21,061	)			(73,910	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt				—				—				—				(5,396	)			—				(5,396	)
Payments to Laidlaw				—				—				—				(13,937	)			—				(13,937	)
Change in other non-current liabilities				—				—				—				(5,656	)			—				(5,656	)
Decrease in bank overdrafts				—				—				—				4,290				—				4,290
	Net cash used in financing activities			—				—				—				(20,699	)			—				(20,699	)
Change in cash and cash equivalents				—				—				—				5,338				14				5,352
Cash and cash equivalents, beginning of period				—				—				—				10,830				26				10,856
Cash and cash equivalents, end of period			$	—			$	—			$	—			$	16,168			$	40			$	16,208

10.	Planned Public Offering

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ASSETS
Cash			$	100
STOCKHOLDER’S EQUITY
Stockholder’s equity:
	Common stock, $.01 par value; 100 shares class B authorized, 10 shares issued and outstanding; 100 shares class A authorized, 0 shares issued and outstanding		$	0
Additional paid-in capital				100
Total stockholders equity			$	100

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Current assets			$	483,957
Property, plant & equipment				128,766
Intangible assets				89,850
Goodwill				271,987
Other long-term assets				254,027
	Total assets acquired			1,228,587
Current liabilities				245,144
Long-term debt				620,183
Other long-term liabilities				144,381
	Total liabilities assumed			1,009,708
Net assets acquired			$	218,879

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	•	The Company will amend and restate its certificate of incorporation, and its authorized capital stock will include 100,000,000 shares of class A common stock, $.01 par value, 40,000,000 shares of class B common stock, $.01 par value, and one share of class B special voting stock, $.01 par value.
	•	The holders of the capital stock of the sole general partner of EMS L.P. will contribute that capital stock to the Company in exchange for shares of class B common stock, the general partner will be merged into the Company and the Company will become the general partner of EMS L.P.
	•	The holders of class B units of EMS L.P. will contribute their units to the Company in exchange for shares of class A common stock, and the holders of certain class A units of EMS L.P. will contribute their units to the Company in exchange for shares of class B common stock.
	•	The balance of the class A units of EMS L.P., which are held by certain of the Company’s affiliates, will continue to be held by those persons and will be designated “LP exchangeable units”.
	•	The Company will issue the one share of class B special voting stock to Onex Corporation, as trustee, to hold for the benefit of the holders of the LP exchangeable units.

	•	the right to exchange those units, at the holder’s option, for shares of class B common stock on a one-for-one basis,
	•	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),
	•	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,

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		winding up or other distribution of the assets through the mandatory exchange of LP exchangeable units for shares of class B common stock.

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This information in this prospectus in not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

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Summary			1
Risk Factors			11
Cautionary Statements Regarding Forward-Looking Statements			28
Formation of Holding Company			29
Use of Proceeds			34
Capitalization			35
Dilution			36
Dividend Policy			37
Unaudited Pro Forma Consolidated Financial Data			38
Selected Combined and Consolidated Financial Information and Other Data			44
Management’s Discussion and Analysis of Financial Condition and Results of Operations			46
Industry			72
Business			74
Management			110
Principal and Selling Stockholders			120
Description of Capital Stock			123
Limited Partnership Agreement of Emergency Medical Services L.P.			132
Comparison of Rights of EMS L.P. Class B Unitholders and EMSC Class A Stockholders			137
Certain Relationships and Related Party Transactions			143
Material U.S. Federal Income Tax Considerations			147
Shares Eligible for Future Sale			151
Plan of Distribution			153
Legal Matters			154
Experts			154
Where You Can Find More Information			154
Index to Combined and Consolidated Financial Statements			F-1

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	•	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.

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	•	incur additional debt or issue certain preferred stock,
	•	pay dividends or make distributions to our stockholders,
	•	repurchase or redeem our capital,
	•	make investments,
	•	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.

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

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

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

	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.

	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.

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

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

	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.

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

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

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

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	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.

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

	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.

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

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

	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.

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

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	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.

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

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	•	actual or anticipated fluctuations in our operating results,
	•	changes in healthcare pricing or reimbursement policies,
	•	our competitors’ announcements of significant contracts, acquisitions or strategic investments,
	•	changes in our growth rates or our competitors’ growth rates,
	•	the timing or results of regulatory submissions or actions with respect to our business,
	•	our inability to raise additional capital,

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	•	conditions of the healthcare industry or in the financial markets or economic conditions in general, and
	•	changes in stock market analyst recommendations regarding our class A common stock, other comparable companies or the healthcare industry generally.

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	•	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 20,000,000 shares of preferred stock with such terms as the board of directors may determine and an additional 54,725,666 shares of class A common stock.

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	•	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 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.

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	•	EMS L.P., currently our top-tier holding company and the issuer of the class B units, will become our consolidated subsidiary, and
	•	we will own the general partner interests in EMS L.P., and will continue to conduct our operations through AMR and EmCare, our operating subsidiaries.

	•	8,948,325 shares of class A common stock, held by our management and persons who purchase shares in our offering, and including the 1,148,325 shares being issued in this exchange,
	•	142,545 shares of class B common stock, held by certain former holders of interests in EMS L.P., and
	•	one share of class B special voting stock, held by Onex Corporation as trustee for the holders of LP exchangeable units.

	•	32,107,500 LP exchangeable units, exchangeable on a one-for-one basis for shares of our class B common stock, held by the Onex entities, and
	•	860,570 other partnership units, including the general partner interest, held by us.

	•	the holders of the capital stock of the sole general partner of EMS L.P. will contribute that capital stock to us in exchange for shares of class B common stock, the general partner will be merged into us and we will become the general partner of EMS L.P.,

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	•	the holders of class B units of EMS L.P. will contribute their units to us in exchange for shares of our class A common stock, and the holders of certain class A units of EMS L.P. will contribute their units to us in exchange for shares of our class B common stock,
	•	the class A units of EMS L.P. held by the Onex entities will continue to be held by the Onex entities and will be designated “LP exchangeable units”, and
	•	we will issue one share of class B special voting stock to Onex Corporation as trustee to hold for the benefit of the holders of the LP exchangeable units.

	•	to repay $100.0 million of the $350.0 million outstanding under the term loan portion of our senior secured credit facility, and
	•	the balance for working capital, capital expenditures and other general corporate purposes.

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*	The stock of AMR and EmCare is held through 100% wholly-owned subsidiaries.

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	*	The stock of AMR and EmCare is held through 100% wholly-owned subsidiaries.

**	The Onex entities will hold 30 shares of class B common stock and will have the benefit of one share of class B special voting stock.

***	Holders have consent rights under certain limited circumstances with respect to changes in the rights attributable to LP exchangeable units. See “Limited Partnership Agreement of Emergency Medical Services L.P. — Limited Consent Rights.”

	•	8,948,325 shares of class A common stock,
	•	142,545 shares of class B common stock,

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	•	one share of class B special voting stock, and
	•	32,107,500 LP exchangeable units of EMS L.P.

	•	each LP exchangeable unit is exchangeable into one share of class B common stock, and
	•	each share of class B common stock is convertible into one share of class A common stock.

	•	class A common stock is entitled to one vote per share,
	•	class B common stock is entitled to ten votes per share (reducing to one vote per share under certain limited circumstances), and
	•	one share of class B special voting stock, held for the benefit of the holders of LP exchangeable units, is entitled to a number of votes equal to the number of votes that could be cast if all the then outstanding LP exchangeable units were exchanged for class B common stock.

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	•	our consolidated capitalization on an actual basis,
	•	our consolidated capitalization on a pro forma basis to give effect to our reorganization as a holding company and the 1.5-for-1 stock split to be effected immediately prior to this offering, and
	•	our consolidated capitalization on a pro forma, as adjusted, basis to give effect to the sale of 7,800,000 shares of class A common stock by us in our offering at an assumed initial public offering price of $16.00 per share, and the application of those proceeds as described in “Formation of Holding Company — Use of Proceeds from Our Initial Public Offering.”

					As of September 30, 2005
													Pro Forma,
					Actual				Pro Forma				as Adjusted
					(dollars in millions)
									(unaudited)
Long-term debt, including current portion:
	Revolving credit facility(1)				$	5.0			$	5.0			$	5.0
	Term loan					348.3				348.3				248.3
	Capital leases and other debt					5.3				5.3				5.3
		Total senior debt				358.6				358.6				258.6
	Senior subordinated notes					250.0				250.0				250.0
		Total debt			$	608.6			$	608.6			$	508.6
Redeemable partnership equity						1.2				—				—
Partnership equity						222.2				—				—
Stockholders’ equity
	Preferred stock, $0.01 par value per share, 20,000,000 shares authorized pro forma; no shares issued and outstanding					—				—				—
	Class A common stock, $0.01 par value per share, 100,000,000 shares authorized pro forma; 1,148,325 shares issued and outstanding pro forma; 8,498,325 shares issued and outstanding pro forma, as adjusted					—				—				0.1
	Class B common stock, $0.01 par value per share, 40,000,000 shares authorized pro forma; 142,545 shares issued and outstanding pro forma and as adjusted					—				—				—
	LP exchangeable units, 32,107,500 units issued and outstanding pro forma and as adjusted					—				213.3				213.3
Additional paid-in capital						—				10.1				121.6
Retained earnings						14.0				14.0				11.0
Comprehensive loss						(.7	)			(.7	)			(.7	)
		Total equity				235.5				236.7				345.3
			Total capitalization		$	845.3			$	845.3			$	853.9

(1)	The revolving credit facility provides for availability of borrowings and issuances of letters of credit for up to $100.0 million. At September 30, 2005, $5.0 million of borrowings were outstanding under the revolving credit facility, letters of credit outstanding were $27.3 million and the maximum remaining available under the facility was $67.7 million.

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Assumed initial public offering price per share							$	16.00
	Net tangible book value per share at September 30, 2005		$	(3.53	)
	Increase in pro forma net tangible book value per share attributable to new investors			3.34
Pro forma adjusted net tangible book value per share after our offering								(0.19	)
Dilution per share to new investors							$	16.19

			Shares Purchased								Total Consideration
																			Average Price
			Number				Percent				Amount				Percent				Per Share
Existing stockholders				33,398,370				81.1	%		$	222,655,800				64.1	%		$	6.67
New investors				7,800,000				18.9	%		$	124,800,000				35.9	%		$	16.00
	Total			41,198,370				100	%		$	347,455,800				100	%

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	•	the pro forma consolidated balance sheet as of September 30, 2005, assuming this offering occurred on September 30, 2005 and the proceeds were applied as described in “Formation of Holding Company — Use of Proceeds from Our Initial Public Offering,”
	•	the pro forma consolidated statement of operations for the eight months ended September 30, 2005, assuming this offering occurred on February 1, 2005 and the proceeds were applied as described in “Formation of Holding Company — Use of Proceeds from Our Initial Public Offering,”
	•	the pro forma consolidated statement of operations for the five months ended January 31, 2005, assuming the transactions described below occurred as of September 1, 2004, and
	•	the pro forma consolidated statement of operations for the year ended August 31, 2004, assuming the transactions described below occurred as of September 1, 2003.

	•	our acquisition of AMR and EmCare, including:

	•	issuance of equity by Emergency Medical Services for aggregate contributions of $219.2 million,
	•	our senior secured credit facility, consisting of:

	•	a revolving credit facility of $100.0 million, of which we borrowed approximately $20.2 million at the closing date of the acquisition and had outstanding $24.3 million of letters of credit, and
	•	a term loan of $350.0 million, all of which was borrowed on the closing date,

	•	the issuance and sale of $250.0 million in aggregate principal amount of our senior subordinated notes,
	•	our purchase of all of the outstanding common stock of AMR and EmCare, and
	•	the payment of related fees and expenses related to the acquisition.

	•	our formation as a holding company, with EMS L.P. as a subsidiary, the issuance of common stock to our equityholders other than the Onex entities and the 1.5-for-1 stock split, and

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	•	the sale of the 7,800,000 shares of class A common stock offered by us in our initial public offering and the application of the proceeds therefrom as described in “Formation of Holding Company — Use of Proceeds from Our Initial Public Offering.”

	•	the fair value of our finite life contract intangible asset,
	•	the fair value adjustment for favorable or unfavorable leases,
	•	the fair value adjustment for property and equipment,
	•	changes in the excess purchase price allocated to goodwill,
	•	changes in the fair value of other liabilities assumed and incurred as part of the acquisition, and
	•	changes in the value of net deferred tax assets carried over as part of the acquisition, including the final determination of the deductibility of amounts related to certain settlement accruals.

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								Pro Forma Equity
								Offering				Pro
				Actual				Adjustments				Forma
				(dollars in thousands)
ASSETS
Current assets:
	Cash and cash equivalents			$	10,113			$	11,564	(1)		$	21,677
	Restricted cash and cash equivalents				11,949				—				11,949
	Restricted marketable securities				2,165				—				2,165
	Trade and other accounts receivable, net				369,766				—				369,766
	Parts and supplies inventory				18,760				—				18,760
	Other current assets				31,008				—				31,008
	Current deferred tax assets				22,971				—				22,971
		Total current assets			466,732				11,564				478,296
Non-current assets:
	Property, plant and equipment, net				133,283				—				133,283
	Intangible assets, net				81,363				—				81,363
	Non-current deferred tax assets				117,488				—				117,488
	Restricted long-term investments				73,304				—				73,304
	Goodwill				271,987				—				271,987
	Other long-term assets				109,251				(2,978	)(2)			106,273
		Total assets		$	1,253,408			$	8,586			$	1,261,994
LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable			$	53,066			$	—			$	53,066
	Accrued liabilities				199,849				—				199,849
	Current portion of long-term debt				13,478				—				13,478
		Total current liabilities			266,393				—				266,393
Long-term debt					595,129				(100,000	)(3)			495,129
Other long-term liabilities					155,139				—				155,139
		Total liabilities			1,016,661				(100,000	)			916,661
Redeemable partnership equity					1,213				(1,213	)(4)			—
Equity
	Partnership equity				222,178				(222,178	)(4)			—
	Class A common stock				—				90	(4)			90
	Class B common stock				—				1	(4)			1
	LP exchangeable units				—				213,311	(4)			213,311
	Additional paid-in capital				—				121,553	(4)			121,553
	Retained earnings				14,002				(2,978	)(2)			11,024
	Comprehensive income (loss)				(646	)			—				(646	)
		Total equity			235,534				109,799				345,333
		Total liabilities and equity		$	1,253,408			$	8,586			$	1,261,994

(1)	To record cash receipts from the net proceeds of this offering to be used for general corporate purposes.
(2)	To record the write-off of certain deferred financing costs associated with the portion of our senior secured credit facility we will pay down with the net proceeds of this offering. We will expense these costs in our historical post-offering consolidated statement of operations.
(3)	To record the pay-down of our senior secured credit facility with the net proceeds of this offering.
(4)	To record (a) our formation as a holding company, with EMS L.P. as a subsidiary, the (b) issuance of class A common stock and class B common stock to certain of our existing equityholders and the designation of the remaining class A partnership units as LP exchangeable units, exchangeable for our class B common stock and (c) net proceeds of our offering.

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						Pro Forma Equity
						Offering
		Consolidated				Adjustments				Pro Forma
		(dollars in thousands)
Net revenue		$	1,187,653			$	—			$	1,187,653
Compensation and benefits			822,595				—				822,595
Operating expenses			168,700				—				168,700
Insurance expense			60,382				—				60,382
Selling, general and administrative expenses			38,248				—				38,248
Depreciation and amortization expenses			38,811				—				38,811
Income from operations			58,917				—				58,917
Interest expense			(34,407	)			4,512	(1)			(29,895	)
Realized loss on investments			(40	)			—				(40	)
Interest and other income			189				—				189
Income before income taxes			24,659				4,512				29,171
Income tax expense			(10,657	)			(1,805	) (2)			(12,462	)
Net income		$	14,002			$	2,707			$	16,709
Net income per share:
Basic										$	0.42
Diluted										$	0.41
Weighted average shares — basic											40,163,066	(3)
Weighted average shares — diluted											41,122,368	(3)

(1)	To record reduction of interest expense on our senior secured credit facility as a result of the pay-down with net proceeds of this offering and reduce amortization associated with the write-down of deferred financing costs.
(2)	To adjust income tax expense to reflect the reduction of interest expense, at an effective tax rate of 40%.
(3)	The pro forma weighted shares outstanding are based on the actual equity transactions recorded in the eight-month period ended September 30, 2005 and described elsewhere in this prospectus. These actual equity transactions have been adjusted to give effect to our reorganization as a holding company, assume the exchange of all LP exchangeable units for class B common stock, and include the 7.0 million shares of common stock we will issue in our offering to generate the $100 million of net proceeds we intend to use to repay debt outstanding under our senior secured credit facility. These weighted shares were used to calculate basic earnings per share, and the number of diluted shares gives pro forma effect to the options outstanding during the eight-month period, using an assumed offering price of $16.00 per share.

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		AMR and				Pro Forma				Pro Forma
		EmCare				Acquisition				Equity Offering
		Combined				Adjustments				Adjustments				Pro Forma
		(dollars in thousands)
Net revenue		$	696,179			$	—			$	—			$	696,179
Compensation and benefits			481,305				—				—				481,305
Operating expenses			94,882				—				—				94,882
Insurance expense			39,002				—				—				39,002
Selling, general and administrative expenses			21,635				—				—				21,635
Laidlaw fees and compensation charges			19,857				—				—				19,857	(1)
Depreciation and amortization expenses			18,808				4,424	(2)			—				23,232
Income (loss) from operations			20,690				(4,424	)			—				16,266
Interest expense			(5,644	)			5,254	(3)			—
							(21,306	)(4)(5)			3,141	(6)			(18,555	)
Interest and other income			714				—				—				714
Income (loss) before income taxes			15,760				(20,476	)			3,141				(1,575	)
Income tax expense			(6,278	)			8,157	(7)			(1,250	)(7)			629
Net income (loss)		$	9,482			$	(12,319	)		$	1,891			$	(946	)
Net loss per share:
Basic														$	(0.02	)
Diluted														$	(0.02	)
Weighted average shares — basic															40,163,066	(8)
Weighted average shares — diluted															41,122,368	(8)

(1)

Represents certain Laidlaw fees and compensation charges, primarily relating to a compensation charge associated with the increase in the enterprise values of AMR and EmCare. Our estimated replacement costs for certain functions are not recorded on the face of this pro forma statement of operations because we do not have a contract for each element of these costs. We will be required to replace certain functions and costs previously provided to us by Laidlaw and which comprise Laidlaw fees and compensation charges. Our estimate of these costs on an annual basis ($1.67 million for a five-month period) are:

Compensation and benefits costs for personnel providing internal audit and tax services		$	1,100
Directors and officers insurance			500
Selling, general and administrative expenses for external audit fees, treasury services and other costs			1,400
Onex management fee			1,000
		$	4,000

(2)	AMR and EmCare combined amortization expense includes amortization (over a 7-year period) of the finite life intangible assets of $89.0 million based on the value of identifiable intangible assets determined by an independent valuation group.
(3)	To eliminate interest expense charged on the Laidlaw payable.
(4)	To record amortization on $18.1 million of deferred financing costs associated with our acquisition-related borrowings, utilizing a weighted average maturity of eight years on an effective yield basis.
(5)	To record interest expense on our acquisition-related borrowings, assuming a weighted average interest rate of 7.87%.
(6)	To record reduction of interest expense on our senior secured credit facility as a result of the pay-down with net proceeds of this offering.
(7)	To adjust income tax expense to reflect the adjustments identified in notes (2) through (6), at an effective tax rate of 40%.
(8)	The pro forma weighted shares outstanding are based on the actual equity transactions recorded in the eight-month period ended September 30, 2005 and described elsewhere in this prospectus. These actual equity transactions have been adjusted to give effect to our reorganization as a holding company, assume the exchange of all LP exchangeable units for class B common stock, and include the 7.0 million shares of common stock we will issue in our offering to generate the $100 million of net proceeds we intend to use to repay debt outstanding under our senior secured credit facility. These weighted shares were used to calculate basic earnings per share, and the number of diluted shares gives pro forma effect to the options outstanding during the eight-month period, using an assumed offering price of $16.00 per share.

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		AMR and				Pro Forma				Pro Forma
		EmCare				Acquisition				Equity Offering
		Combined				Adjustments				Adjustments				Pro Forma
		(dollars in thousands)
Net revenue		$	1,604,598			$	—			$	—			$	1,604,598
Compensation and benefits			1,117,890				—				—				1,117,890
Operating expenses			218,277				—				—				218,277
Insurance expense			80,255				—				—				80,255
Selling, general and administrative expenses			47,899				—				—				47,899
Laidlaw fees and compensation charges			15,449				—				—				15,449	(1)
Depreciation and amortization expenses			52,739				3,130	(2)			—				55,869
Restructuring charges			2,115				—				—				2,115
Income (loss) from operations			69,974				(3,130	)			—				66,844
Interest expense			(9,961	)			6,373	(3)
							(50,968	)(4)(5)			7,505	(6)			(47,051	)
Realized loss on investments			(1,140	)			—				—				(1,140	)
Interest and other income			240				—				—				240
Income (loss) before income taxes			59,113				(47,725	)			7,505				18,893
Income tax expense			(21,764	)			19,000	(7)			(3,000	)(7)			(5,764	)
Net income (loss)		$	37,349			$	(28,725	)		$	4,505			$	13,129
Net income per share:

Basic		$	0.33
Diluted		$	0.32
Weighted average shares — basic			40,163,066	(8)
Weighted average shares — diluted			41,122,368	(8)

(1)

Represents certain Laidlaw fees and compensation charges, primarily relating to a compensation charge associated with the increase in the enterprise values of AMR and EmCare. Our estimated replacement costs for certain functions, are not recorded on the face of this pro forma statement of operations because we do not have a contract for each element of these costs. We will be required to replace certain functions and costs previously provided to us by Laidlaw and which comprise Laidlaw fees and compensation charges. Our estimate of these costs on an annual basis are:

Compensation and benefits costs for personnel providing internal audit and tax services		$	1,100
Directors and officers insurance			500
Selling, general and administrative expenses for external audit fees, treasury services and other costs			1,400
Onex management fee			1,000
		$	4,000

(2)	AMR and EmCare combined amortization expense includes amortization (over a 7-year period) of the finite life intangible assets of $89.0 million based on the value of identifiable intangible assets by an independent valuation group.
(3)	To eliminate interest expense charged on the Laidlaw payable.
(4)	To record amortization on $18.1 million of deferred financing costs associated with our acquisition-related borrowings, utilizing a weighted average maturity of eight years on an effective yield basis.
(5)	To record interest expense on our acquisition-related borrowings, assuming a weighted average interest rate of 7.87%.
(6)	To record reduction of interest expense on our senior secured credit facility as a result of the pay-down with net proceeds of this offering.
(7)	To adjust income tax expense to reflect the adjustments identified in notes (2) through (6), at an effective tax rate of 40%.
(8)	The pro forma weighted shares outstanding are based on the actual equity transactions recorded in the eight-month period ended September 30, 2005 and described elsewhere in this prospectus. These actual equity transactions have been adjusted to give effect to our reorganization as a holding company, assume the exchange of all LP exchangeable units for class B common stock, and include the 7.0 million shares of common stock we will issue in our offering to generate the $100 million of net proceeds we intend to repay debt outstanding under our senior secured credit facility. These weighted shares were used to calculate basic earnings per share, and the number of diluted shares gives pro forma effect to the options outstanding during the eight-month period, using an assumed offering price of $16.00 per share.

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			Predecessor (Pre-Acquisition)
			Pre-Laidlaw Bankruptcy
			As Restated																	Post-Laidlaw Bankruptcy																									Successor (Post-Acquisition)
															Nine					Three
															Months					Months								Five Months Ended								Three Months				Eight Months					Three Months				Eight Months
			Year Ended August 31,												Ended					Ended				Year Ended				January 31,								Ended				Ended					Ended				Ended
															May 31,					August 31,				August 31,												September 30,				September 30,					September 30,				September 30,
			2000(1)				2001(2)				2002				2003					2003				2004				2004				2005				2004				2004					2005				2005
			(unaudited)																									(unaudited)								(unaudited)									(unaudited)
			(dollars in thousands)
Statement of Operations Data:
Net revenue			$	1,355,978			$	1,386,136			$	1,415,786			$	1,103,335				$	384,461			$	1,604,598			$	667,506			$	696,179			$	413,869			$	1,077,749				$	456,245			$	1,187,653
Compensation and benefits				980,731				976,330				960,590				757,183					264,604				1,117,890				461,923				481,305				286,628				751,238					319,292				822,595
Operating expenses				201,853				216,019				219,321				163,447					55,212				218,277				90,828				94,882				55,683				147,524					66,156				168,700
Insurance expense				78,079				117,374				66,479				69,576					34,671				80,255				36,664				39,002				18,404				51,674					21,048				60,382
Selling, general and administrative expenses				59,404				53,017				61,455				37,867					12,017				47,899				22,016				21,635				12,093				31,270					15,654				38,248
Laidlaw fees and compensation charges				7,320				7,260				5,400				4,050					1,350				15,449				6,436				19,857				3,657				10,095					—				—
Depreciation and amortization expense				99,957				66,286				67,183				32,144					12,560				52,739				22,079				18,808				12,669				34,627					14,843				38,811
Impairment losses				1,183,681				—				262,780				—					—				—				—				—													—				—
Restructuring charges				1,826				—				3,777				1,288					1,449				2,115				—				—				—				1,381					—				—
Laidlaw reorganization charges				—				9,198				8,761				3,650					—				—				—				—				—				—					—				—
Income (loss) from operations				(1,256,873	)			(59,348	)			(239,960	)			34,130					2,598				69,974				27,560				20,690				24,555				49,940					19,252				58,917
Interest expense				(95,087	)			(66,181	)			(6,418	)			(4,691	)				(908	)			(9,961	)			(4,137	)			(5,644	)			(5,138	)			(8,679	)				(12,824	)			(34,407	)
Realized gain (loss) on investments				—				—				—				—					90				(1,140	)			—				—				(1,140	)			(1,191	)				(34	)			(40	)
Interest and other income				86				222				369				304					22				240				1,403				714				162				210					91				189
Fresh-start accounting adjustments(3)				—				—				—				46,416					—				—				—				—				—				—					—				—
Income (loss) before income taxes and cumulative effect of change in accounting principle				(1,351,874	)			(125,307	)			(246,009	)			76,159					1,802				59,113				24,826				15,760				18,439				40,280					6,485				24,659
Income tax expense				(54,639	)			17,538				(1,374	)			(829	)				(8,633	)			(21,764	)			(9,800	)			(6,278	)			(7,191	)			(15,710	)				(3,479	)			(10,657	)
Income (loss) before cumulative effect of change in accounting principle				(1,406,513	)			(107,769	)			(247,383	)			75,330					(6,831	)			37,349				15,026				9,482				11,248				24,570					3,006				14,002
Cumulative effect of a change in accounting principle				(5,288	)			—				—				(223,721	)(4)				—				—				—				—				—				—					—				—
Net income (loss)			$	(1,411,801	)		$	(107,769	)		$	(247,383	)		$	(148,391	)			$	(6,831	)		$	37,349			$	15,026			$	9,482			$	11,248			$	24,570				$	3,006			$	14,002
Other Financial Data:
Cash flows provided by (used in):
	Operating activities		$	30,133			$	28,044			$	156,544			$	58,769				$	30,009			$	127,679			$	18,627			$	15,966							$	99,961								$	108,462
	Investing activities			(40,983	)			(36,442	)			(57,347	)			(98,835	)				(15,136	)			(81,516	)			(10,881	)			(21,667	)							(73,910	)								(917,422	)
	Financing activities			22,402				11,376				(36,066	)			(8,060	)				(47,222	)			(47,328	)			(7,532	)			10,856								(20,699	)								804,442
Capital expenditures			$	37,698			$	39,347			$	57,438	(5)		$	34,768				$	18,079			$	42,787			$	14,224			$	14,045							$	30,217								$	34,947

		As of
		September 30, 2005
		(dollars in
		thousands)
Balance Sheet Data:
Cash and cash equivalents		$	10,113
Total assets			1,253,408
Long-term debt and capital lease obligations, including current maturities			608,607
Partners’ equity		$	235,534

(1)	Represents the combination of the audited financial statements of AMR and the unaudited financial statements of EmCare for the year ended August 31, 2000.
(2)	Represents the combination of the audited financial statements of AMR and EmCare for the year ended August 31, 2001.
(3)	See note 1 to our combined financial statements with respect to our fresh-start financial reporting.
(4)	Reflects an impairment of goodwill recorded in connection with the adoption of SFAS No. 142.
(5)	Includes $26.3 million financed through capital leases.

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			Percentage of								Percentage of Total
			Net Revenue								Transports and Visits
			Year Ended August 31,								Year Ended August 31,
			2003				2004				2003				2004
Medicare				27.4	%			27.3	%			25.5	%			25.8	%
Medicaid				5.3				5.2				11.8				12.3
Commercial insurance and managed care				47.3				47.7				42.2				41.4
Self-pay				4.7				4.0				20.5				20.5
Subsidies and fees				15.3				15.8				0.0				0.0
	Total			100.0	%			100.0	%			100.0	%			100.0	%

	•	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 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.

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	•	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.

	•	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.

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	•	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.

	•	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.

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	Basis of Presentation

	•	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 — Post-Laidlaw Bankruptcy for the three months ended August 31, 2003 and the financial results and cash flows for the Predecessor — Pre-Laidlaw Bankruptcy for the nine months ended May 31, 2003, and
	•	our Predecessor — Pre-Laidlaw Bankruptcy’s financial results for the year ended August 31, 2002.

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		Predecessor
																															Successor
		Year Ended August 31,
														Five Months								Three Months				Eight Months					Three Months				Eight Months
														Ended								Ended				Ended					Ended				Ended
		As Restated												January 31,								September 30,				September 30,					September 30,				September 30,
		2002				2003				2004				2004				2005				2004				2004					2005				2005
														(unaudited)								(unaudited)									(unaudited)
Net revenue		$	1,415,786			$	1,487,796			$	1,604,598			$	667,506			$	696,179			$	413,869			$	1,077,749				$	456,245			$	1,187,653
Compensation and benefits			960,590				1,021,787				1,117,890				461,923				481,305				286,628				751,238					319,292				822,595
Operating expenses			219,321				218,659				218,277				90,828				94,882				55,863				147,524					66,156				168,700
Insurance expense			66,479				104,247				80,255				36,664				39,002				18,404				51,674					21,048				60,382
Selling, general and administrative expenses			61,455				49,884				47,899				22,016				21,635				12,093				31,270					15,654				38,248
Laidlaw fees and compensation charges(1)			5,400				5,400				15,449				6,436				19,857				3,657				10,095					—				—
Depreciation and amortization expenses			67,183				44,704				52,739				22,079				18,808				12,669				34,627					14,843				38,811
Impairment losses			262,780				—				—				—				—				—				—					—				—
Restructuring charges			3,777				2,737				2,115				—				—				—				1,381					—				—
Laidlaw reorganization costs			8,761				3,650				—				—				—				—				—					—				—
Income (loss) from operations			(239,960	)			36,728				69,974				27,560				20,690				24,555				49,940					19,252				58,917
Interest expense			(6,418	)			(5,599	)			(9,961	)			(4,137	)			(5,644	)			(5,138	)			(8,679	)				(12,824	)			(34,407	)
Realized gain (loss) on investments			—				90				(1,140	)			—				—				(1,140	)			(1,191	)				(34	)			(40	)
Interest and other income			369				326				240				1,403				714				162				210					91				189
Fresh-start accounting adjustments			—				46,416				—				—				—				—				—					—				—
Cumulative effect of a change in accounting principle			—				(223,721	)			—				—				—				—				—					—				—
Income tax expense			(1,374	)			(9,462	)			(21,764	)			(9,800	)			(6,278	)			(7,191	)			(15,710	)				(3,479	)			(10,657	)
Net income (loss)		$	(247,383	)		$	(155,222	)		$	37,349			$	15,026			$	9,482			$	11,248			$	24,570				$	3,006			$	14,002

(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.

		Predecessor
																															Successor
		Year Ended August 31,
														Five Months								Three Months				Eight Months					Three Months				Eight Months
														Ended								Ended				Ended					Ended				Ended
		As Restated												January 31,								September 30,				September 30,					September 30,				September 30,
		2002				2003				2004				2004				2005				2004				2004					2005				2005
														(unaudited)								(unaudited)									(unaudited)
Net revenue			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%				100.0	%			100.0	%
Compensation and benefits			67.8				68.7				69.7				69.2				69.1				69.3				69.7					70.0				69.3
Operating expenses			15.5				14.7				13.6				13.6				13.6				13.5				13.7					14.5				14.2
Insurance expense			4.7				7.0				5.0				5.5				5.6				4.4				4.8					4.6				5.1
Selling, general and administrative expenses			4.3				3.4				3.0				3.3				3.1				2.9				2.9					3.4				3.2
Laidlaw fees and compensation charges(1)			0.4				0.4				1.0				1.0				2.9				0.9				0.9					0.0				0.0
Depreciation and amortization expense			4.7				3.0				3.3				3.3				2.7				3.1				3.2					3.3				3.3
Impairment losses			18.6				—				—				—				—				0.0				0.0					0.0				0.0
Restructuring charges			0.3				0.2				0.1				—				—				0.0				0.1					0.0				0.0
Laidlaw reorganization costs			0.6				0.2				—				—				—				0.0				0.0					0.0				0.0
Income (loss) from operations			(16.9	)%			2.5	%			4.4	%			4.1	%			3.0	%			5.9	%			4.6	%				4.2	%			5.0	%

(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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		Predecessor
		Year Ended August 31,																								Five Months Ended January 31,																																	Successor
		As Restated
																																										Three Months								Eight Months									Three Months								Eight Months
						% of								% of								% of								% of								% of				Ended				% of				Ended				% of					Ended				% of				Ended				% of
						Net								Net								Net								Net								Net				September 30,				Net				September 30,				Net					September 30,				Net				September 30,				Net
		2002				Revenue				2003				Revenue				2004				Revenue				2004				Revenue				2005				Revenue				2004				Revenue				2004				Revenue					2005				Revenue				2005				Revenue
																										(unaudited)																(unaudited)																	(unaudited)
		(dollars in thousands)
Net revenue		$	984,451				100.0	%		$	1,007,151				100.0	%		$	1,054,800				100.0	%		$	441,956				100.0	%		$	455,059				100.0	%		$	270,887				100.0	%		$	705,181				100.0	%			$	291,909				100.0	%		$	761,712				100.0	%
Compensation and benefits			627,818				63.8				647,255				64.3				687,221				65.2				287,736				65.1				289,733				63.7				174,792				64.5				457,661				64.9					190,112				65.1				486,455				63.9
Operating expenses			195,335				19.8				195,105				19.4				194,398				18.4				80,277				18.2				83,910				18.4				49,693				18.3				131,520				18.7					58,751				20.1				150,123				19.7
Insurance expense			36,079				3.7				67,409				6.7				44,272				4.2				20,297				4.6				22,437				4.9				11,612				4.3				28,785				4.1					9,431				3.2				30,368				4.0
Selling, general and administrative expenses			44,686				4.5				35,078				3.5				32,217				3.1				16,175				3.7				15,721				3.5				7,754				2.9				19,806				2.8					10,951				3.8				26,953				3.5
Laidlaw fees and compensation charges(1)			3,600				0.4				3,600				0.4				9,020				0.9				3,758				0.9				9,399				2.1				2,211				0.8				5,970				0.8					—				0.0				—				0.0
Depreciation and amortization expense			62,223				6.3				39,273				3.9				43,629				4.1				18,278				4.1				16,394				3.6				10,464				3.9				28,591				4.1					12,084				4.1				31,527				4.1
Impairment losses			262,780				26.7				—								—								—								—								—				0.0				—				0.0					—				0.0				—				0.0
Restructuring charges			3,777				0.4				2,737				0.3				2,115				0.2				—								—								—				0.0				1,381				0.2					—				0.0				—				0.0
Income (loss) from operations		$	(251,847	)			(25.6	)%		$	16,694				1.7	%		$	41,928				4.0	%		$	15,435				3.5	%		$	17,465				3.8	%		$	14,361				5.3	%		$	31,467				4.5	%			$	10,580				3.6	%		$	36,286				4.8	%

(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.

		Predecessor
		Year Ended August 31,																								Five Months Ended January 31,																																	Successor
																																										Three Months								Eight Months									Three Months								Eight Months
						% of								% of								% of								% of								% of				Ended				% of				Ended				% of					Ended				% of				Ended				% of
						Net								Net								Net								Net								Net				September 30,				Net				September 30,				Net					September 30,				Net				September 30,				Net
		2002				Revenue				2003				Revenue				2004				Revenue				2004				Revenue				2005				Revenue				2004				Revenue				2004				Revenue					2005				Revenue				2005				Revenue
																										(unaudited)																(unaudited)																	(unaudited)
		(dollars in thousands)
Net revenue		$	431,335				100.0	%		$	480,645				100.0	%		$	549,798				100.0	%		$	225,550				100.0	%		$	241,120				100.0	%		$	142,982				100.0	%		$	372,568				100.0	%			$	164,336				100.0	%		$	425,941				100.0	%
Compensation and benefits			332,772				77.1				374,532				77.9				430,669				78.3				174,187				77.2				191,572				79.5				111,836				78.2				293,577				78.8					129,180				78.6				336,140				78.9
Operating expenses			23,986				5.6				23,554				4.9				23,879				4.3				10,551				4.7				10,972				4.6				6,170				4.3				16,004				4.3					7,405				4.5				18,577				4.4
Insurance expense			30,400				7.0				36,838				7.7				35,983				6.5				16,367				7.3				16,565				6.9				6,792				4.8				22,889				6.1					11,617				7.1				30,014				7.0
Selling, general and administrative expenses			16,769				3.9				14,806				3.1				15,682				2.9				5,841				2.6				5,914				2.5				4,339				3.0				11,464				3.1					4,703				2.9				11,295				2.7
Laidlaw fees and compensation charges(1)			1,800				0.4				1,800				0.4				6,429				1.2				2,678				1.2				10,458				4.3				1,446				1.0				4,125				1.1					—				0.0				—				0.0
Depreciation and amortization expense			4,960				1.1				5,431				1.1				9,110				1.7				3,801				1.7				2,414				1.0				2,205				1.5				6,036				1.6					2,759				1.7				7,284				1.7
Laidlaw reorganization costs			8,761				2.0				3,650				0.8				—								—								—								—				0.0				—				0.0					—				0.0				—				0.0
Income from operations		$	11,887				2.8	%		$	20,034				4.2	%		$	28,046				5.1	%		$	12,125				5.4	%		$	3,225				1.3	%		$	10,194				7.1	%		$	18,473				5.0	%			$	8,672				5.3	%			22,631				5.3	%

(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.

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	Debt Facilities

	•	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.

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				As of September 30, 2005
				Consolidated						Pro Forma
Total Leverage Ratio:
Consolidated Indebtedness/				$	608,607					$	508,607
Adjusted LTM EBITDA(1)		÷		$	150,128					$	150,128
					= 4.05			×			= 3.39			×
Senior Leverage Ratio:
Senior Indebtedness/				$	358,607					$	258,607
Adjusted LTM EBITDA(1)		÷		$	150,128					$	150,128
					= 2.39			×			= 1.72			×
Fixed Charge Coverage Ratio:
Fixed Charge Numerator(2)				$	103,336					$	103,336
Fixed Charge Denominator(3)		÷		$	63,097					$	60,686
					= 1.64			×			= 1.70			×

(1)	“Adjusted LTM EBITDA” is calculated as set forth in our senior secured credit facility: our consolidated EBITDA for the four fiscal quarters ended September 30, 2005, adding back all management fees (totaling $19.8 million), 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 September 30, 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 September 30, 2005.

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			Payments Due by Period
			Less than												More than
			1 Year				1-3 Years				3-5 Years				5 Years				Total
			(in thousands)
Contractual obligations:
Long-term debt(1)			$	157			$	271			$	221			$	319			$	968
Senior secured credit facility(2)				8,500				7,000				7,000				330,750				353,250
Capital lease obligations (principal)				4,389				—				—				—				4,389
Capital lease obligations (interest)				112				—				—				—				112
Senior subordinated notes				—				—				—				250,000				250,000
Interest on debt(3)				45,901				91,218				90,312				136,042				363,473
Operating lease obligations				24,876				33,708				14,527				11,886				84,997
Other contractual obligations(4)				5,793				3,982				3,363				243				13,381
	Subtotal			89,728				136,179				115,423				729,240				1,070,570

(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 September 30, 2005 of 5.98%.
(4)	Includes Onex management fees, dispatch fees and responder fees.

			Amount of Commitment Expiration Per Period
			Less than												More than
			1 Year				1-3 Years				3-5 Years				5 Years				Total
			(in thousands)
Other commitments:
Guarantees of surety bonds				2,545				—				—				29,957				32,502
Letters of credit(1)				—				—				—				27,347				27,347
	Subtotal			2,545				—				—				57,304				59,849
Total obligations and commitments			$	92,273			$	136,179			$	115,423			$	786,544			$	1,130,419

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

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	•	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 65% 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 which is aimed directly at emergency services, including ambulance providers and emergency physician services.

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	Ambulance Services

	Emergency Department Services

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			AMR		EmCare
Core Services:			• Pre- and post-hospital medical transportation		• Hospital-based medical care
			• Emergency (“911”) ambulance transports		• Emergency department staffing and related management
			• Non-emergency ambulance		services
			transports		• Hospitalist 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 September 30, 2005		• 155 “911” contracts		• 333 hospital contracts
			• 2,700 non-emergency transport contracts
Volume:
	For fiscal 2004		• 3.7 million transports		• 5.3 million patient visits

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	•	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.
	•	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. This lowers our costs associated with employee turnover and increases customer and patient satisfaction.

	•	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, our in-house Emergency Medical Education Systems.
	•	We believe our 79% and 94% retention rates in fiscal 2004 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.

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	•	We believe AMR is the largest user of ambulance electronic patient care records, or e-PCR. Our proprietary system enables us to eliminate the use of manual patient records by replacing them with electronic records, which we expect will reduce both chart errors and costs.
	•	AMR utilizes proprietary software, Millennium, to determine the appropriate level of transportation services to be dispatched and track response times and other data for hospitals. Our initial implementation of these technologies has improved our ability to capture revenue, decrease our billing costs and bid more effectively for 911 contracts.
	•	EmCare has developed proprietary physician recruitment software that has enhanced our recruitment efficiency and improved our physician retention rate.
	•	At EmCare, we track risk exposure trends through what we believe is one of the largest emergency department risk databases, allowing us to assess, develop and implement targeted risk intervention programs.

	•	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.

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	•	Continuing to broaden product and service offerings to our customers

	•	In 2002, we began marketing hospitalist services. Since that time, our hospitalist services revenue increased at a compound annual growth rate of 48.3% from $7.2 million to $23.5 million in fiscal 2004. Approximately fifty percent of our hospitalist contracts are with our emergency department customers.
	•	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.

	•	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.

	•	System Status Management (SSM): Enables AMR to use current incident data to position our vehicles efficiently, minimizing response time while maximizing asset utilization. We currently utilize SSM in all communities in which we operate under contracts to provide 911 emergency ambulance services. We believe we are one of only a few ambulance services providers that have begun to implement “real-time” SSM technology.
	•	Electronic patient care record (e-PCR): Where implemented, allows AMR to capture billable revenue, decrease our billing costs and optimize reimbursement. In addition, our proprietary e-PCR enables us to shorten our billing cycle and reduce risk by utilizing defined clinical and rules-based protocols to capture patient information electronically.
	•	Millennium software: Millennium, our proprietary software, allows us greater flexibility in meeting our customers’ needs. This rules-based software program integrates medical protocol, managed care criteria and other detailed data prescribed by our customers, enabling AMR to efficiently dispatch appropriate transport and more effectively track response time.

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	•	EmSource: EmSource, our proprietary physician recruitment system, enables EmCare to more effectively recruit physicians who meet the needs of our customers. The system consists of a database of approximately 800,000 physicians that is updated weekly to provide the most current physician contact available.
	•	EmBillz: EmBillz, our proprietary coding, billing and accounts receivable management system, enables EmCare to more effectively process more than five million emergency department visits each year.

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	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 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 usually 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

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	partnerships with fire departments rather than compete with them to provide the emergency 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. What differentiates the public/private partnerships is the level of contractually negotiated collaboration and coordination between AMR and the fire department. As an example, in several of our public/private partnerships, we utilize a fire department-employed paramedic when we transport the patient and subsequently reimburse the fire department for its employee’s time. These partnerships benefit both parties — they create a new revenue source for the fire department while relieving it of the complexities associated with the emergency transport business, and they enable us to provide emergency response services in communities that may not otherwise have outsourced this service. In addition, the public/private partnerships lower our costs by reducing the number of full-time paramedics we would otherwise require. We estimate that these public/private partnerships represented approximately 20% of AMR’s net revenue in fiscal 2004.
	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) 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.

	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, such as the Oakland Raiders, Oakland Athletics, Detroit

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		Lions and Los Angeles Dodgers, 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 e-PCR system.
	•	Paramedic Training. We own and operate Northern California Training Institute, 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.

	•	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.

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			Percentage of AMR
			Net Revenue
			Year Ended
			August 31,
			2002				2003				2004
Medicare				35	%			33	%			33	%
Medicaid				6				6				6
Commercial insurance/managed care				41				44				45
Self-pay				6				6				5
Subsidies/fees				12				11				11
	Total net revenue			100	%			100	%			100	%

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	•	To be the leader for safety in the emergency medical services industry, and
	•	To be recognized as a leader for safety among all industries.

	•	Selecting highly qualified employees,
	•	Providing exemplary safety policies and programs to control losses,

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	•	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.

	•	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.

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	•	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.

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	•	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.

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	•	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.
	•	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, or 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.

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

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	•	health maintenance organizations, preferred provider organizations and private insurers,
	•	hospitals, and
	•	individual patients.

			Percentage of EmCare’s
			Net Revenue
			Year Ended August 31,
			2002				2003				2004
Medicare				15	%			16	%			17	%
Medicaid				2				3				3
Commercial insurance/managed care				57				54				53
Self-pay				4				3				2
Subsidies/fees				22				24				25
	Total net revenue			100	%			100	%			100	%

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	•	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.

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	•	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.

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Job Classification		Full-Time				Part-Time				Total
Physicians*			1,887				714				2,601
Physician assistants			162				142				304
Nurse practitioners			104				94				198
Non-clinical employees			1,076				119				1,195
Total			3,229				1,069				4,298

*	We have approximately 4,500 affiliated physicians. These figures represent clinicians providing services at a particular time.

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	•	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.

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	•	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.

	•	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.

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Name		Age				Position*
William A. Sanger			55			Director, Chairman and Chief Executive Officer
Don S. Harvey			48			Director, President and Chief Operating Officer
Randel G. Owen			46			Chief Financial Officer
Dighton C. Packard, M.D.			57			Chief Medical Officer
Todd G. Zimmerman			40			General Counsel
Robert M. Le Blanc			39			Lead Director
Steven B. Epstein			62			Director
James T. Kelly			59			Director
Michael L. Smith			57			Director

*	Unless otherwise noted, the positions identified are the positions held with the general partner of Emergency Medical Services L.P. prior to this offering and with Emergency Medical Services Corporation following this offering.

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	•	our Class I directors will be Messrs. Le Blanc and Sanger,
	•	our Class II directors will be Messrs. Epstein and Kelly, and
	•	our Class III directors will be Messrs. Harvey and Smith.

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							Annual Compensation
															Other Annual				Long-Term				All Other
Name and Principal Position(1)			Year				Salary				Bonus				Compensation(2)				Compensation Awards(3)				Compensation(4)
William A. Sanger				2004			$	571,411			$	488,750				—				—			$	9,957
	Chief Executive Officer of AMR and of EmCare
Don S. Harvey				2004			$	391,667			$	337,500				—				—			$	3,925
	President and Chief Operating Officer of EmCare
Randel G. Owen				2004			$	286,422			$	117,500			$	55,944(5	)		$	35,245			$	7,745
	Chief Financial Officer of AMR
Dighton C. Packard, M.D.				2004			$	211,467			$	83,200				—			$	21,333			$	4,571
	Chief Medical Officer of EmCare
Todd G. Zimmerman				2004			$	201,955			$	146,997				—			$	11,594			$	5,157
	General Counsel of EmCare

(1)	Represents each person’s principal position in fiscal 2004. All of these individuals became executive officers of Emergency Medical Services in connection with our acquisition of AMR and EmCare.
(2)	In accordance with the rules of the SEC, other annual compensation disclosed in this table does not include various perquisites and other personal benefits received by a named executive officer that does not exceed the lesser of $50,000 or 10% of such officer’s total annual salary and bonus disclosed in this table.
(3)	Represents the vesting of restricted share awards granted to the named executive officers by Laidlaw on November 24, 2004, as follows: Mr. Owen — 1,900 shares; Dr. Packard — 1,150 shares; Mr. Zimmerman — 625 shares. In connection with our acquisition of AMR and EmCare, these awards terminated and no further restricted shares will vest.
(4)	Represents matching contributions to company 401(k) plans.
(5)	Other annual compensation for Mr. Owen includes a relocation allowance of $47,544.

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Individual Grants
																		Potential Realizable Value of
		Number of				% of Total												Assumed Annual Rates
		Securities				Options												of Stock Price Appreciation
		Underlying				Granted to												for Option Term
		Options				Employees in				Exercise
Name		Granted(1)				Fiscal Year				Price				Expiration Date(1)				5%				10%
William A. Sanger			1,482,168	(2)			42.2	%		$	6.67				February 10, 2015			$	4,943,030.28			$	9,886,060.56
Don S. Harvey			370,542	(3)			10.6	%		$	6.67				February 10, 2015				1,235,757.57				2,471,515.14
Randel G. Owen			370,542	(3)			10.6	%		$	6.67				February 10, 2015				1,235,757.57				2,471,515.14
Todd G. Zimmerman			148,217	(3)			4.2	%		$	6.67				February 10, 2015				494,303.70				988,607.39
Dighton C. Packard, M.D.			48,750	(3)			1.4	%		$	6.67				February 10, 2015				162,581.25				325,162.50

(1)	The options may expire earlier, upon termination of employment or certain corporate events. See “— Equity Plans — Equity Option Plan.” If the employee’s employment is terminated prior to February 10, 2015, his options will expire earlier as follows: (a) upon the termination of employment if the termination is for “cause”, (b) 30 days after the termination of employment, or such other

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	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 (c) 90 days after termination of employment due to death or disability. Vesting of the options may accelerate, and all options will terminate if not exercised, upon (i) a sale of our equity (other than a sale as part of an initial public offering) whereby any person other than existing equity holders as of the grant date acquire our voting power to elect a majority of our board of directors or (ii) a sale of all or substantially all of our assets.
(2)	The options vest ratably on the first eight six-month anniversaries of the grant date, provided, that the exercisability of one-half of the options is conditioned upon meeting certain specified performance targets. See “— Equity Plans — Equity Option Plan.” If Mr. Sanger is terminated, the options will vest as scheduled to the nearest six-month anniversary of the grant date.
(3)	The options vest ratably on the first four anniversaries of the grant date, provided, that the exercisability of one-half of the options is conditioned upon meeting certain specified performance targets. See “— Equity Plans — Equity Option Plan.”

						Target
		Annual				Bonus
Executive		Base Salary				Percentage
William A. Sanger		$	850,000				100	%
Don S. Harvey		$	500,000				75	%
Randel G. Owen		$	350,000				50	%
Todd G. Zimmerman		$	325,000				50	%
Dighton C. Packard, M.D.		$	260,000				50	%

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	Equity Option Plan

	•	exercise price equal to $6.67 per share, being the equity purchase price paid by the initial investors,
	•	vesting ratably on each of the first four anniversaries of the effective February 10, 2005 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 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 (other than a sale as part of this offering) whereby any person other than existing equity holders as of the grant date acquire 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.

	•	restrict transfer of their equity until the fifth anniversary of purchase, and
	•	grant “piggyback” registration rights.

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	Management Investment and Equity Purchase Plan

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	•	each person known by us to own beneficially 5% or more of our class A or class B common stock,
	•	each of our directors,
	•	each of our named executive officers, and
	•	all of our directors and executive officers as a group.

Before Offering

After Offering

Number of

Percentage

Percentage

Shares

of Class/All

Percentage

of Class/All

Percentage

Beneficially

Common

of Voting

Common

of Voting

Name of Beneficial Owner

Owned(1)(2)

Stock

Power

Stock

Power

Five Percent Stockholders

Onex Corporation(3)

32,107,523

99.6%/

96.1%

99.6%/

77.9%

class B

98.9%

96.6%

Onex Partners LP(4)

17,226,723

53.5%/

51.6%

53.6%/

41.8%

class B

53.1%

51.8%

Onex Partners LLC(5)

11,106,924

34.4%/

33.3%

34.4%/

27.0%

class B

34.2%

33.4%

Onex EMSC Co-Invest LP(6)

2,844,855

8.8%/

8.5%

8.8%/

6.9%

class B

8.8%

8.6%

Directors and Executive Officers

Robert M. Le Blanc(7)

56,107

class B

*/

*

*

*/

*

*

Steven B. Epstein(8)

37,500

class A

3.3%/

*

*

*/

*

*

James T. Kelly(8)

112,500

class A

9.8%/

*

*

1.3%/

*

*

Michael L. Smith(8)

37,500

class A

3.3%/

*

*

*/

*

*

William A. Sanger(8)

450,000

39.2%/

1.4%

5.0%/

1.1%

class A

*

*

Don S. Harvey(8)

75,000

class A

6.5%/

*

*

*/

*

*

Dighton C. Packard, M.D.(9)

33,750

class A

2.9%/

*

*

*/

*

*

Randel G. Owen(8)

33,750

class A

2.9%/

*

*

*/

*

*

Todd G. Zimmerman(8)

18,750

class A

1.6%/

*

*

*/

*

*

All directors and executive officers as a group (9 persons)

56,107

class B

*/

*

*

*/

*

*

798,750

69.6%/

2.4%

*

8.9%/

1.9%

*

class A

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*	Represents beneficial ownership of less than 1%.

(1)	The amounts and percentages of our common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days, including our common stock subject to an option that is exercisable within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of such securities as to which such person has an economic interest. None of the options granted under our equity option plan is exercisable within 60 days.
	The LP exchangeable units are exchangeable on a one-for-one basis for shares of class B common stock at any time at the option of the holder. Accordingly, this table assumes the exchange of all LP exchangeable units for class B common stock. Until such exchange, the holders of the LP exchangeable units have the benefit of the class B special voting stock through which the holders may exercise voting rights as though they held the same number of shares of class B common stock.
(2)	On each matter submitted to the stockholders for their vote, our class A common stock is entitled to one vote per share, and our class B common stock is entitled to ten votes per share, reducing to one vote per share under certain limited circumstances. Except as required by law, our class A and class B common stock vote together on all matters submitted to stockholders for their vote.
(3)	Includes the following: (i) 17,226,723 LP exchangeable units held by Onex Partners LP; (ii) 11,106,924 LP exchangeable units held by Onex Partners LLC; (iii) 2,844,855 LP exchangeable units held by Onex EMSC Co-Invest LP; (iv) 639,649 LP exchangeable units held by EMS Executive Investco LLC; (v) 289,349 LP exchangeable units held by Onex US Principals LP; and (vi) 23 LP exchangeable units held by EMSC, Inc. (formerly known as Emergency Medical Services Corporation). Onex Corporation may be deemed to own beneficially the LP exchangeable units held by (a) Onex Partners LP, through Onex’ ownership of all of the common stock of Onex Partners GP, Inc., the general partner of Onex Partners GP LP, the general partner of Onex Partners LP; (b) Onex Partners LLC, through Onex’ ownership of all of the equity of Onex Partners LLC; (c) Onex EMS Co-Invest LP, through Onex’ ownership of all of the common stock of Onex Partners GP, Inc., the general partner of Onex Partners GP LP, the general partner of Onex EMSC Co-Invest LP; (d) EMS Executive Investco LLC, through Onex’ ownership of Onex American Holdings II LLC which owns 33.33% of the voting power of EMS Executive Investco LLC; and (e) Onex US Principals LP through Onex’ ownership of all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP. Onex Corporation disclaims such beneficial ownership.
	In addition, prior to the formation of our holding company, Onex Corporation’s subsidiary, Onex American Holdings II LLC, owns 50% of the voting stock of Emergency Medical Services Corporation, the general partner of EMS L.P., and a 99.9% economic interest in EMSC, Inc. EMSC, Inc. owns directly less than .001% of the equity interest of EMS L.P. However, as its general partner, EMSC, Inc. may be deemed to own beneficially all of the equity of the partnership. The equity owned by EMSC, Inc. may be deemed beneficially owned 50% by Mr. Le Blanc and 50% by Onex American Holdings II LLC and Onex Corporation. Mr. Le Blanc disclaims such beneficial ownership.
	Mr. 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 and as such may be deemed to own beneficially all of the LP exchangeable units owned beneficially by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership. The address for Onex Corporation is 161 Bay Street, Toronto, ON M5J 2S1.
(4)	All of the LP exchangeable units owned by Onex Partners LP may be deemed owned beneficially by each of Onex Partners GP LP, Onex Partners GP, Inc. and Onex Corporation. The address for Onex Partners LP is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.
(5)	All of the LP exchangeable units owned by Onex Partners LLC may be deemed owned beneficially by Onex Corporation. The address for Onex Partners LLC is 421 Leader Street, Marion, Ohio 43302.
(6)	All of the LP exchangeable units owned by Onex EMSC Co-Invest LP may be deemed owned beneficially by each of Onex Partners GP LP, Onex Partners GP, Inc. and Onex Corporation. The address for Onex EMSC Co-Invest LP is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.
(7)	Includes (i) 35,837 LP exchangeable units held by Onex US Principals LP which may be deemed owned beneficially by Mr. Le Blanc by reason of his pecuniary interest in the LP exchangeable units owned by Onex US Principals LP, (ii) 20,250 LP exchangeable units owned by Onex EMSC Co-Invest LP which may be deemed to be owned beneficially by Mr. Le Blanc by reason of his pecuniary interest in Onex EMSC Co-Invest LP and (iii) 23 LP exchangeable units owned by EMSC, Inc. Prior to our reorganization into a holding company, Mr. Le Blanc owns 50% of the voting common stock of EMSC, Inc. and a 0.01% economic interest in EMSC, Inc. See note (3) with respect to EMSC, Inc.’s equity interest in EMS L.P., as to which Mr. Le Blanc disclaims beneficial ownership. Mr. Le Blanc also disclaims beneficial interest in the LP exchangeable units owned by Onex US Principals LP and Onex EMSC Co-Invest LP. Mr. Le Blanc’s address is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019.
(8)	The address of these stockholders is c/o Emergency Medical Services Corporation, 6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado 80111-4737.
(9)	The address of this stockholder is c/o EmCare Holdings Inc., 1717 Main Street, Suite 5200, Dallas, Texas 75201.

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						Shares Beneficially Owned
		Number of				After the Offering
		Shares Offered
		in Over-								Percentage of
		Allotment								Class/All				Percentage of
Name of Beneficial Owner		Option				Number				Common Stock				Voting Power
Onex Partners LP			627,743				16,598,980				53.4%/	40.3%			51.7	%
Onex Partners LLC			404,737				10,702,187				34.4%/	26.0%			33.4	%
Onex EMSC Co-Invest LP			103,667				2,741,188				8.8%/	6.7%			8.5	%
Onex US Principals LP			10,544				278,805				*/	*			*
EMS Executive Investco LLC			23,309				616,340				2.0%/	1.5%			1.9	%

*	Represents beneficial ownership of less than 1%.

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	•	100,000,000 shares of class A common stock, par value $0.01 per share,
	•	40,000,000 shares of class B common stock, par value $0.01 per share,
	•	one share of class B special voting stock, $0.01 par value, and
	•	20,000,000 shares of preferred stock, par value $0.01 per share.

	•	8,948,325 shares of class A common stock, held by our management, employees and persons who purchase shares in our offering;
	•	142,545 shares of class B common stock, held by certain former holders of interests in EMS L.P.;
	•	one share of class B special voting stock, held by Onex Corporation as trustee for the holders of LP exchangeable units;
	•	32,107,500 LP exchangeable units of EMS L.P., exchangeable on a one-for-one basis for shares of class B common stock, held by the Onex entities; and
	•	860,570 other partnership units of EMS L.P., including the general partner interest, held by us.

	•	each LP exchangeable unit is exchangeable into one share of class B common stock, and
	•	each share of class B common stock is convertible into one share of class A common stock.

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	•	class A common stock is entitled to one vote per share,
	•	class B common stock is entitled to ten votes per share (reducing to one vote per share under certain limited circumstances), and
	•	one share of class B special voting stock, held for the benefit of the holders of LP exchangeable units, is entitled to a number of votes equal to the number of votes that could be cast if all the then outstanding LP exchangeable units were exchanged for class B common stock.

Class A Common Stock. In addition to the other voting rights or power to which the holders of class A common stock are entitled, holders of class A common stock 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; and (ii) any merger or consolidation of our company with any other entity if, as a result, shares of class B

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	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 the class A common stock, the class B common stock and the class B special voting stock. 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.
	Class B Common Stock and Class B Special Voting Stock. In addition to the other voting rights or power to which the holders of class B common stock and class B special voting stock are entitled, holders of class B common stock and class B special voting stock are entitled to vote together as a single 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 B common stock or class B special voting stock; and (ii) any merger or consolidation of our company with any other entity if, as a result, (a) the class B special voting stock would not remain outstanding or (b) 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 the class A common stock, the class B common stock and the class B special voting stock. 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.

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	•	the right to exchange those units, at the holders’ option, for shares of class B common stock on a one-for-one basis,
	•	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),
	•	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 Emergency Medical Services, 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.

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	Class B Common Stock and Class B Special Voting Stock

	Undesignated Preferred Stock

	Advance Notice Requirements for Stockholder Proposals and Directors Nominations

	Call of Special Meetings

	Filling of Board Vacancies; Removal

	Staggered Board

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	Stockholder Action by Written Consent

	Delaware “Business Combination” Statute

	Amendments to our Certificate of Incorporation and By-laws

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	•	any breach of the director’s duty of loyalty to us or our stockholders,
	•	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
	•	the payment of unlawful dividends and unlawful repurchase or redemption of our capital stock prohibited by the DGCL, and
	•	any transaction from which the director derived any improper personal benefits.

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	•	distributions by the partnership,
	•	the right of holders of LP exchangeable units to exchange their units for class B common stock, and
	•	the right of holders of LP exchangeable units to exercise essentially the same voting rights with respect to Emergency Medical Services as they would have if they had exchanged their LP exchangeable units for shares of our class B common stock.

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	•	convert a limited partner’s interest into a general partner’s interest,
	•	modify the limited liability of a limited partner, or
	•	alter the right to receive any distributions, or alter or modify the provisions applicable to the LP exchangeable units.

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Issuance of additional units		None.
Amendment of partnership agreement		None. Consent of each partner adversely affected required in certain limited circumstances. See “— Limited Consent Rights”.
Merger or sale of assets of Emergency Medical Services		None.
Removal of general partner		None.
Transfer of general partner interest		None.
Dissolution of partnership		None.
Reconstitution of partnership upon dissolution		A majority of outstanding LP exchangeable units.

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				Emergency Medical
		EMS L.P.		Services Corporation
Management Control		The conduct and control of the business and affairs of EMS L.P. is vested solely in its general partner, EMSC, Inc.		EMSC is managed by its board of directors. See “Management”.
Authorized Equity		The general partner is authorized to issue additional class B units of the partnership.		The board of directors of EMSC is authorized to issue up to            shares of class A common stock,            shares of class B common stock and            shares of preferred stock. See “Description of Capital Stock”.
Distributions/Dividends		The general partner may make distributions at the times and in the amounts determined by the general partner in its sole discretion. All distributions are to be made to the partners in accordance with their respective percentage interests.		Delaware law provides that dividends may be paid by a Delaware corporation either out of (1) surplus or (2) in case there is no surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, except when the capital is diminished to an amount less than the aggregate amount of capital represented by

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				Emergency Medical
		EMS L.P.		Services Corporation
				issued and outstanding stock having a preference on the distribution of assets.
				Our certificate of incorporation provides that no dividend can be paid on the class A or class B common stock unless at the same time an equal dividend is paid on the class A or class B common stock, as the case may be. See “Dividend Policy” and “Description of Capital Stock”.
Voting Rights		Holders of the class B units have no voting rights.		Holders of the class A common stock are entitled to one vote per share on all matters on which holders of common stock of EMSC are entitled to vote.
				Generally, the holders of our class A common stock, class B common stock and class B special voting stock will vote together as a single class. At the completion of our offering, the class A stockholders will hold 3.0% of our combined voting power.
				Holders of class A common 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 which would adversely affect the powers, preferences or rights of the holders of class A common stock, and (ii) any merger or consolidation of EMSC 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

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				Emergency Medical
		EMS L.P.		Services Corporation
				respect of any of the foregoing matters as to which the holders of the class A common stock shall be entitled to a class vote, 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. See “Description of Capital Stock”.
Amendment of Governing Documents		The Partnership Agreement may be amended by the authorization of general partner and the holders of more than 50% of the class A units. Holders of class B units are not entitled to vote on amendments to the Partnership Agreement.		Generally, Delaware law provides that a corporation may amend its certificate of incorporation if (1) its board of directors has adopted a resolution setting forth the proposed amendment and declared its advisability, and (2) the amendment is adopted by the affirmative votes of a majority of the outstanding shares entitled to vote on the amendment and a majority of the outstanding stock of each class entitled to vote on the amendment as a class. Except as described under “Voting Rights”, holders of class A common stock will vote together with holders of class B common stock and the class B special voting stock on any amendment to our certificate of incorporation.
				The by-laws of EMSC may be amended by the affirmative vote of a majority of the board of directors or by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of common stock. See “Description of Capital Stock”.
Transfer of Units/Shares		Holders of class B units may not transfer their units without the prior written consent of the general partner.		At any time after the 180th day following our initial public offering and this exchange, holders of class A common stock other than our affiliates may freely transfer their class A common stock, subject in certain limited cases to contractual restrictions. See “Management — Equityholders Agreements” and “Shares Eligible for Future Sale”.

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				Emergency Medical
		EMS L.P.		Services Corporation
Appraisal or Dissenters’ Rights		Holders of the class B units have no appraisal or dissenters’ rights in connection with any partnership transaction.		Delaware law provides that in certain transactions, a holder of any class or series of capital stock has the right, in specified circumstances, to dissent from a merger or consolidation by demanding payment in cash for the stockholder’s shares equal to the fair value of those shares, as determined by the Delaware Chancery Court in an action timely brought by the corporation or a dissenting stockholder. However, no appraisal rights are available for shares of any class or series that are listed on a national security exchange, such as the New York Stock Exchange, or held of record by more than 2,000 stockholders, unless the agreement of merger or consolidation requires the holders to accept for their shares anything other than certain specified consideration.
Number of Directors		EMS L.P. is managed directly by its general partner and has no board of directors.		The EMSC by-laws provide that the number of directors will be determined by resolution of the board of directors, adopted by the affirmative vote of a majority of the board of directors.
				Upon completion of this exchange, our board will consist of six directors. The composition of the board of directors at the effective time of our initial public offering and this exchange is described in “Management — Composition of Our Board of Directors after this Offering”.
Appointment and Removal of General Partner/Directors		There is no provision in the Partnership Agreement for the removal of the general partner. Upon the withdrawal of the general partner, a new general partner may be appointed by the affirmative vote of a majority of the holders of class A units.		Directors may be nominated by the Corporate Governance and Nominating Committee of the board of directors and appointed upon the affirmative vote of a majority of the board. See “Description of Capital Stock — Filling of Board Vacancies; Removal”.
				Under Delaware law, directors may be removed with cause by holders of a majority of the shares entitled

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				Emergency Medical
		EMS L.P.		Services Corporation
				to vote at an election of directors. Our certificate of incorporation provides that, so long as the Minimum Hold Condition is satisfied, any director or the entire board of directors may also be removed without cause by holders of a majority of the shares entitled to vote at an election of directors.
Notice of Partner/Stockholder Meeting		Holders of class B units are not entitled to notice of, or to attend, any meeting of the partners.		Written notice of meetings of stockholders and, in the case of a special meeting, of the general nature of the business to be transacted at the meeting, must be given to each stockholder at least 10 days before the date of the meeting.
Fiduciary Duties of the General Partner/Directors		The Partnership Agreement provides that the general partner has a fiduciary duty to the limited partners and shall exercise its power and authority only in such manner as is consistent with such duty.		Under Delaware law, directors of a corporation have fiduciary obligations to the corporation and its stockholders. These fiduciary obligations require the directors to act in accordance with the so-called duties of “due care” and “loyalty”. Under Delaware law, the duty of care requires that the directors act in good faith, in an informed and deliberative manner and they inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of loyalty requires a director to act in good faith in a manner reasonably believed to be in the best interests of the corporation and its stockholders and not in their own interests.
Indemnification of the General Partner/Directors		The Partnership Agreement provides that EMS L.P. will indemnify the general partner, its agents, officers, employees and directors, and hold them harmless against, any loss, liability or damage, cost or expense sustained as a result of any act or omission concerning the partnership or the general partner, provided that the indemnitee was acting in good faith within what the indemnitee reasonably believed to be the		Delaware law provides that a corporation may indemnify its present and former directors, officers, employees and agents, as well as any individual serving with another corporation in that capacity at the corporation’s request, against expenses (including attorney’s fees) judgments, fines and amounts paid in settlement of actions, if the individual acted in good faith and in a manner reasonably believed to

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				Emergency Medical
		EMS L.P.		Services Corporation
		scope of its or his authority for a purpose it or he reasonably believed to be not opposed to the interests of EMS L.P.		be in, or not opposed to, the best interests of the corporation and, in a criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful.
				The EMSC certificate of incorporation and by-laws provide that EMSC will indemnify its directors to the fullest extent allowed under Delaware law. In addition, EMSC has entered into indemnification agreements with each of its directors. See “Description of Capital Stock — Indemnification of Directors and Officers and Limitations on Liability” and “Certain Relationships and Related Party Transactions — Indemnification Agreements”.
				The EMSC certificate of incorporation provides that, except to the extent prohibited by Delaware law, no director shall be personally liable to EMSC or its stockholders for monetary damages for any breach of fiduciary duty as a director.
Anti-Takeover Provisions		Pursuant to the transfer restrictions in the Partnership Agreement, the general partner may withhold its consent to the transfer of any units.		EMSC has expressly elected in its certificate of incorporation not to be governed by provisions of Delaware law that prohibit, in certain circumstances, a business combination between the corporation and an “interested stockholder” (generally a person owning or controlling more than 15% of the outstanding voting stock) within three years of the stockholders becoming an “interested stockholder” absent compliance with the approval requirements of the provisions or other specified exceptions. See “Description of Capital Stock — Anti-Takeover Effects of Our Certificate of Incorporation and By-Laws”.

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	•	breaches by the seller of its representations, warranties, covenants and agreements contained in the stock purchase agreements,
	•	damages relating to certain government investigations, and
	•	tax liabilities for periods prior to closing.

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	•	we agreed to hire a tax employee who would work for Laidlaw on a consulting basis, until about December 31, 2005, to assist in Laidlaw’s preparation of pre-closing period state and federal tax returns relating to AMR and EmCare,
	•	Laidlaw agreed to make its tax personnel available to us on a consulting basis until December 31, 2005, and
	•	Laidlaw agreed to lease certain Arlington, Texas office space to us for 120 days at a lease price of $3,500 per month.

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							Aggregate
			Number and				Purchase
Name			Type of Shares				Price				Date of Purchase
5% Holders
	Onex Corporation			32,107,523 class  B			$	214,050,010			February 10, 2005
	Onex Partners LP			17,226,723 class  B			$	114,844,820			February 10, 2005
	Onex Partners LLC			11,106,924 class  B			$	74,046,160			February 10, 2005
	Onex EMSC Co-Invest LP			2,844,855 class B			$	18,965,700			February 28, 2005
Executive Officers
	William A. Sanger			450,000 class A			$	3,000,000			February 10, 2005
	Don S. Harvey			75,000 class A			$	500,000			February 10, 2005
	Randel G. Owen			33,750 class A			$	225,000			February 10, 2005
	Dighton S. Packard, M.D.			33,750 class A			$	225,000			February 10, 2005
	Todd G. Zimmerman			18,750 class A			$	125,000			February 10, 2005
Non-Officer Directors
	Robert M. Le Blanc			56,107 class B			$	373,981			February 10, 2005
	Steven B. Epstein			37,500 class A			$	250,000			April 22, 2005
	James T. Kelly			112,500 class A			$	750,000			March 10, 2005
	Michael L. Smith			37,500 class A			$	250,000			June 30, 2005

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	•	a U.S. citizen or individual resident in the United States,
	•	a corporation, or other entity treated as a corporation created or organized under the laws of the United States or any political subdivision thereof,
	•	an estate the income of which is subject to U.S. federal income taxation regardless of its source, or
	•	a trust (i) if a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. fiduciaries have the authority to control all of the substantial interests of such trust or (ii) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

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	•	the gain is U.S. trade or business income, in which case such gain generally will be taxed in the same manner as gains of U.S. persons, and such gains may also be subject to the branch profits tax in the case of a corporate Non-U.S. Holder;
	•	the Non-U.S. Holder is an individual who is present in the United States for more than 182 days in the taxable year of the disposition and who meets certain other requirements, in which case such holder generally will be subject to U.S. federal income tax at a rate of 30% (or a reduced rate under an applicable treaty) on the amount by which capital gains allocable to U.S. sources (including gains from the sale, exchange, retirement or other disposition of the common stock) exceed capital losses allocable to U.S. sources; or
	•	we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our common stock (the “applicable period”).

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	•	349,575 shares will be eligible for sale beginning 180 days after the date of the final prospectus for this exchange and our offering subject to an extension in certain circumstances as set forth in the section entitled “Underwriting — Lock-up Agreements”,
	•	798,750 shares held by our executive officers and directors will be eligible for sale under Rule 144 commencing one-year from the date of this offering, or, if earlier, after the shares are registered under the Securities Act,
	•	142,545 shares issuable on conversion of our currently outstanding class B common stock will be eligible for sale under Rule 144 commencing one year from the date of such conversion or, if earlier, after the resale is registered under the Securities Act, and
	•	32,107,500 shares will be eligible for sale under Rule 144 one year from the date of the exchange of the LP exchangeable units for class B common stock and the conversion of the class B common stock for class A common stock or, if earlier, after the exchange or the resale of the shares is registered under the Securities Act.

	•	1% of the number of shares of our class A common stock then outstanding, which will equal 89,483 shares immediately after this offering, assuming no exercise of the underwriters’ over-allotment option, or
	•	the average weekly trading volume of our class A common stock during the four calendar weeks preceding the filing of the Form 144 with respect to such sale.

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154

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			Page
Combined Financial Statements (as Restated) for the Five Months Ended January 31, 2005, for the Year Ended August 31, 2004, for the Three Months Ended August 31, 2003, for the Nine Months Ended May 31, 2003 (Predecessor) for the Year Ended August 31, 2002 (Predecessor)
	Report of Independent Registered Public Accounting Firm			F-2
	Combined Balance Sheets at January 31, 2005, August 31, 2004 and 2003			F-5
	Combined Statements of Operations and Comprehensive Income (Loss) for the five months ended January 31, 2005, for the year ended August 31, 2004, for the three months ended August 31, 2003, for the nine months ended May 31, 2003 (Predecessor) and for the year ended August 31, 2002 (Predecessor)			F-6
	Statements of Changes in Combined Equity for the five months ended January 31, 2005, for the year ended August 31, 2004, for the three months ended August 31, 2003, for the nine months ended May 31, 2003 (Predecessor) and for the year ended August 31, 2002 (Predecessor)			F-7
	Combined Statements of Cash Flows for the five months ended January 31, 2005, for the year ended August 31, 2004, for the three months ended August 31, 2003, for the nine months ended May 31, 2003 (Predecessor) and for the year ended August 31, 2002 (Predecessor)			F-8
	Notes to Combined Financial Statements			F-9

			Page
Unaudited Consolidated/ Combined Financial Statements for the Three Months and Eight Months Ended September 30, 2005 and September 30, 2004
	Unaudited Consolidated Balance Sheet at September 30, 2005 and Combined Balance Sheet at January 31, 2005			F-50
	Unaudited Consolidated/ Combined Statements of Operations and Comprehensive Income for the three months and eight months ended September 30, 2005 and 2004			F-51
	Unaudited Consolidated/Combined Statements of Cash Flows for eight months ended September 30, 2005 and 2004			F-52
	Notes to Unaudited Consolidated/ Combined Financial Statements			F-53

			Page
Financial Statements at November 10, 2005
	Report of Independent Registered Public Accounting Firm			F-70
	Balance Sheet at November 10, 2005			F-72
	Notes to Financial Statements			F-73

F-1

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F-2

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F-3

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F-4

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									As Restated —
									See Note 1
					January 31,				August 31,				August 31,
					2005				2004				2003
ASSETS
Current assets:
	Cash and cash equivalents				$	14,631			$	9,476			$	10,641
	Restricted cash and cash equivalents					9,846				5,691				939
	Restricted marketable securities					2,473				6,756				201
	Trade and other accounts receivable, net					369,767				344,210				320,452
	Parts and supplies inventory					18,499				18,577				17,444
	Prepaids and other current assets					40,135				32,015				32,207
	Current deferred tax assets					65,092				52,981				58,836
		Current assets				520,443				469,706				440,720
Non-current assets:
	Property, plant and equipment, net					128,766				132,685				133,546
	Intangible assets, net					16,075				15,758				148,205
	Non-current deferred tax assets					202,469				214,389				96,596
	Restricted long-term investments					41,810				47,285				40,608
	Other long-term assets					73,947				69,776				55,071
			Assets		$	983,510			$	949,599			$	914,746
LIABILITIES AND COMBINED EQUITY
Current liabilities:
	Accounts payable				$	55,818			$	50,915			$	50,182
	Accrued liabilities					171,645				166,784				146,179
	Current portion of long-term debt					5,846				7,565				8,270
		Current liabilities				233,309				225,264				204,631
	Long-term debt					5,651				7,915				15,787
	Other long-term liabilities					146,273				142,580				133,789
		Liabilities				385,233				375,759				354,207
Commitments and contingencies (notes 7, 9 and 10)
Laidlaw payable						202,042				186,778				22,416
Laidlaw investment						356,550				356,550				546,144
Retained earnings (deficit)						40,000				30,518				(6,831	)
Comprehensive loss						(315	)			(6	)			(1,190	)
		Combined equity				598,277				573,840				560,539
		Liabilities and combined equity			$	983,510			$	949,599			$	914,746

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																Predecessor — as Restated
																See note 1
			Five								Three
			Months				Year				Months					Nine Months				Year
			Ended				Ended				Ended					Ended				Ended
			January 31,				August 31,				August 31,					May 31,				August 31,
			2005				2004				2003					2003				2002
Net revenue			$	696,179			$	1,604,598			$	384,461				$	1,103,335			$	1,415,786
Compensation and benefits				481,305				1,117,890				264,604					757,183				960,590
Operating expenses				94,882				218,277				55,212					163,447				219,321
Insurance expense				39,002				80,255				34,671					69,576				66,479
Selling, general and administrative expenses				21,635				47,899				12,017					37,867				61,455
Laidlaw fees and compensation charges				19,857				15,449				1,350					4,050				5,400
Depreciation and amortization expense				18,808				52,739				12,560					32,144				67,183
Impairment losses				—				—				—					—				262,780
Restructuring charges				—				2,115				1,449					1,288				3,777
Laidlaw reorganization costs				—				—				—					3,650				8,761
	Income (loss) from operations			20,690				69,974				2,598					34,130				(239,960	)
Interest expense				(5,644	)			(9,961	)			(908	)				(4,691	)			(6,418	)
Realized gain (loss) on investments				—				(1,140	)			90					—				—
Interest and other income				714				240				22					304				369
Fresh-start accounting adjustments				—				—				—					46,416				—
Income (loss) before income taxes and cumulative effect of change in accounting principle				15,760				59,113				1,802					76,159				(246,009	)
Income tax expense				(6,278	)			(21,764	)			(8,633	)				(829	)			(1,374	)
Income (loss) before cumulative effect of a change in accounting principle				9,482				37,349				(6,831	)				75,330				(247,383	)
Cumulative effect of a change in accounting principle				—				—				—					(223,721	)			—
Net income (loss)				9,482				37,349				(6,831	)				(148,391	)			(247,383	)
Other comprehensive income (loss), net of tax
	Unrealized holding gains (losses) during the period			(309	)			1,184				(1,190	)				603				116
Comprehensive income (loss)			$	9,173			$	38,533			$	(8,021	)			$	(147,788	)		$	(247,267	)

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														Accumulated
										Retained				Other				Total
		Laidlaw				Laidlaw				Earnings				Comprehensive				Combined
		Payable				Investment				(Deficit)				Income (Loss)				Equity
Balances August 31, 2001 (Predecessor)		$	1,422,088			$	2,089,376			$	(2,437,836	)		$	—			$	1,073,628
Prior period adjustment — see note 1			—				—				(41,020	)			—				(41,020	)
Net loss			—				—				(247,383	)			—				(247,383	)
Payments made to Laidlaw, net			(24,823	)			—				—				—				(24,823	)
Unrealized holding gains			—				—				—				116				116
Balances August 31, 2002 (Predecessor) as restated — see note 1			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 (Predecessor) as restated — see note 1		$	1,397,182			$	2,089,376			$	(2,874,630	)		$	719			$	612,647
Fresh-start balances June 1, 2003 as restated — see note 1		$	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, as restated — see note 1			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 (note 1)			—				10,406				—				—				10,406
Payments made to Laidlaw, net			(35,638	)			—				—				—				(35,638	)
Unrealized holding gains			—				—				—				1,184				1,184
Balances August 31, 2004 as restated — see note 1			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		$	202,042			$	356,550			$	40,000			$	(315	)		$	598,277

F-7

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																		Predecessor — as
																		restated
																		see note 1
					Five Months								Three Months					Nine Months
					Ended				Year Ended				Ended					Ended				Year Ended
					January 31,				August 31,				August 31,					May 31,				August 31,
					2005				2004				2003					2003				2002
					(dollars in thousands)													(dollars in thousands)
Cash Flows from Operating Activities
Net income (loss)					$	9,482			$	37,349			$	(6,831	)			$	(148,391	)		$	(247,383	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization					18,808				53,957				12,775					32,359				67,205
	Loss (gain) on disposal of property, plant and equipment					145				(446	)			(316	)				(349	)			(1,140	)
	Impairment charge					—				—				—					—				262,780
	Cumulative effect of a change in accounting principle (note 3)					—				—				—					223,721				—
	Non-cash allocated expenses (income)					—				(4,505	)			11,522					3,058				(8,094	)
	Restructuring charges					—				2,115				1,449					1,288				3,777
	Notes payable discount					213				132				50					218				422
	Loss (gain) on restricted investments					197				1,140				(90	)				—				—
	Deferred income taxes					6,278				21,899				(8,421	)				—				—
	Fresh-start accounting adjustments (note 1)					—				—				—					(46,416	)			—
	Changes in operating assets/liabilities (net of acquisitions):
		Trade and other accounts receivable				(26,057	)			(23,764	)			1,522					(14,049	)			21,352
		Parts and supplies inventory				78				(1,133	)			(517	)				233				(153	)
		Prepaids and other current assets				(269	)			5,892				3,700					(12,257	)			(10,345	)
		Accounts payable and accrued liabilities				3,046				17,322				3,553					(6,614	)			22,350
		Compliance and insurance accruals				4,045				20,402				12,520					31,312				46,575
		Restructuring charges and acquisition accruals				—				(2,681	)			(907	)				(5,344	)			(802	)
			Net cash provided by operating activities			15,966				127,679				30,009					58,769				156,544
Cash Flows from Investing Activities
Purchase of property, plant and equipment						(14,045	)			(42,787	)			(18,079	)				(34,768	)			(31,118	)
Purchase of business						(1,200	)			—				—					—				—
Proceeds from sale of business						1,300				—				—					—				—
Proceeds from sale of property, plant and equipment						175				858				341					624				2,549
Purchase of restricted cash and investments						(31,257	)			(64,357	)			(11,287	)				(66,266	)			(50,946	)
Proceeds from sale and maturity of restricted investments						35,960				46,389				12,530					36,748				32,215
Other investing activities						(79	)			6,814				1,359					(35,173	)			(10,047	)
Increase in Laidlaw insurance deposits						(12,521	)			(28,433	)			—					—				—
			Net cash used in investing activities			(21,667	)			(81,516	)			(15,136	)				(98,835	)			(57,347	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt						(3,992	)			(8,709	)			(1,851	)				(6,338	)			(17,817	)
Increase (decrease) in bank overdrafts						5,866				(4,544	)			8,675					(815	)			(1,134	)
Advances from (payments to) Laidlaw						8,982				(31,133	)			(55,609	)				(3,141	)			(16,729	)
Increase (decrease) in other non-current liabilities						—				(2,942	)			1,563					2,234				(386	)
			Net cash provided by (used in) financing activities			10,856				(47,328	)			(47,222	)				(8,060	)			(36,066	)
Increase (decrease) in cash and cash equivalents						5,155				(1,165	)			(32,349	)				(48,126	)			63,131
Cash and cash equivalents, beginning of period						9,476				10,641				42,990					91,116				27,985
Cash and cash equivalents, end of period					$	14,631			$	9,476			$	10,641				$	42,990			$	91,116

F-8

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1.	General

F-9

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		As Previously								As
		Reported				Adjustments				Restated
August 31, 2004
Trade and other accounts receivable, net		$	394,210			$	(50,000	)		$	344,210
Current deferred tax assets			33,935				19,046				52,981
Current assets			500,660				(30,954	)			469,706
Property, plant & equipment			133,362				(677	)			132,685
Non-current deferred tax assets			213,127				1,262				214,389
Assets			979,968				(30,369	)			949,599
Other long-term liabilities			140,897				1,683				142,580
Liabilities			374,076				1,683				375,759
Laidlaw investment			388,602				(32,052	)			356,550
Combined equity			605,892				(32,052	)			573,840
Liabilities and combined equity			979,968				(30,369	)			949,599
August 31, 2003
Trade and other accounts receivable, net			370,452				(50,000	)			320,452
Current assets			490,720				(50,000	)			440,720
Property, plant & equipment			134,223				(677	)			133,546
Intangible assets, net			95,845				52,360				148,205
Assets			913,063				1,683				914,746
Other long-term liabilities			132,106				1,683				133,789
Liabilities			352,524				1,683				354,207
Liabilities and combined equity		$	913,063			$	1,683			$	914,746

F-10

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		As Previously								As
		Reported				Adjustments				Restated
Nine months ended May 31, 2003 (predecessor)
Net revenue		$	1,111,335			$	(8,000	)		$	1,103,335
Operating expenses			163,293				154				163,447
Depreciation and amortization expense			32,156				(12	)			32,144
Income (loss) from operations			42,272				(8,142	)			34,130
Fresh-start accounting adjustments			38,274				8,142				46,416
Cumulative effect of a change in accounting principle			(267,939	)			44,218				(223,721	)
Net income (loss)			(192,609	)			44,218				(148,391	)
Comprehensive income (loss)			(192,006	)			44,218				(147,788	)
Year ended August 31, 2002 (predecessor)
Net revenue			1,418,786				(3,000	)			1,415,786
Operating expenses			219,121				200				219,321
Depreciation and amortization expense			67,185				(2	)			67,183
Income (loss) from operations			(236,762	)			(3,198	)			(239,960	)
Income (loss) before income taxes and cumulative effect of a change in accounting principle			(242,811	)			(3,198	)			(246,009	)
Income (loss) before cumulative effect of a change in accounting principle			(244,185	)			(3,198	)			(247,383	)
Net income (loss)			(244,185	)			(3,198	)			(247,383	)
Comprehensive income (loss)		$	(244,069	)		$	(3,198	)		$	(247,267	)

F-11

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				Restated
				Predecessor				Fair Value				Successor
				Company				Adjustments				Company
Assets
Current assets:
	Cash and cash equivalents			$	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 inventory				16,927				—				16,927
	Other current assets				35,907				—				35,907
	Current deferred tax assets				—	(c)			72,493				72,493
		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
		Assets		$	879,746			$	61,885			$	941,631

F-12

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Table of Contents

				Restated
				Predecessor				Fair Value				Successor
				Company				Adjustments				Company
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 and equipment to reflect the estimated fair value of the assets based on independent appraisals.
(b)		Eliminates the Predecessor Company’s historic 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 Company.
(d)		Records the operating leases at their estimated fair value based on independent valuations and the current borrowing rate of the Company.
(e)		Adjusts the Company’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

F-13

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Table of Contents

							August 31,
			January 31,
			2005				2004				2003
Accounts receivable, net
AMR			$	229,798			$	210,177			$	196,473
EmCare				139,969				134,033				123,979
	Total		$	369,767			$	344,210			$	320,452
Accounts receivable allowances
AMR
Allowance for contractual discounts			$	126,771			$	103,412			$	89,856
Allowance for uncompensated care				124,699				111,766				104,833
	Total		$	251,470			$	215,178			$	194,689
EmCare
Allowance for contractual discounts			$	188,092			$	168,060			$	168,912
Allowance for uncompensated care				556,605				499,512				382,757
	Total		$	744,697			$	667,572			$	551,669

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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

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			Restated
Predecessor Company:
	Balance on August 31, 2002		$	453,943
	Impairment loss under SFAS No. 142, September 1, 2002			(223,721	)
	Balance on May 31, 2003		$	230,222
Successor Company:
	Fresh-start adjustment		$	(177,862	)
	Balance on June 1, 2003 and August 31, 2003			52,360
	Deferred tax valuation adjustment, August 31, 2004			(52,360	)
	Balance on August 31, 2004 and January 31, 2005		$	—

F-16

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F-17

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Table of Contents

														Predecessor
		Five Months								Three Months				Nine Months
		Ended				Year Ended				Ended				Ended				Year Ended
		January 31,				August 31,				August 31,				May 31,				August 31,
		2005				2004				2003				2003				2002
AMR
Gross revenue			100%				100%				100%				100%				100%
Provision for contractual discounts			35%				35%				30%				30%				26%
Provision for uncompensated care			14%				14%				16%				15%				16%
EmCare
Gross revenue			100%				100%				100%				100%				100%
Provision for contractual discounts			42%				41%				40%				40%				38%
Provision for uncompensated care			25%				24%				24%				23%				23%
Total
Gross revenue			100%				100%				100%				100%				100%
Provision for contractual discounts			39%				37%				35%				34%				31%
Provision for uncompensated care			19%				18%				19%				18%				19%

F-18

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F-19

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3.	Property, Plant and Equipment, net

						Restated
		2005				2004				2003
Land		$	2,079			$	2,079			$	2,079
Building and leasehold improvements			14,293				14,147				11,670
Vehicles			91,114				85,172				65,163
Computer hardware and software			42,006				35,585				29,290
Other			46,891				45,622				32,130
			196,383				182,605				140,332
Less: accumulated depreciation			(67,617	)			(49,920	)			(6,786	)
Property, plant and equipment, net		$	128,766			$	132,685			$	133,546

4.	Intangible Assets, net

										Restated
		2005				2004				2003
Goodwill		$	—			$	—			$	52,360
Contract value			22,544				22,106				94,177
Radio frequencies			—				—				4,000
Covenant not to compete			250				—				19
			22,794				22,106				150,556
Less: accumulated amortization			(6,719	)			(6,348	)			(2,351	)
Intangible assets, net		$	16,075			$	15,758			$	148,205

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5.	Income Taxes

							Restated
			2005				2004				2003
Deferred tax assets:
	Accounts receivable		$	38,817			$	34,726			$	54,447
	Accrued liabilities			58,508				56,803				62,120
	Intangible assets			42,732				46,047				24,311
	Interest carryforwards			84,590				85,188				84,474
	Net operating loss carryforwards			54,565				55,055				94,576
				279,212				277,819				319,928
Deferred tax liabilities:
	Excess of tax over book depreciation			(11,651	)			(10,449	)			(8,544	)
Net deferred tax assets				267,561				267,370				311,384
Valuation allowance				—				—				(155,952	)
Net deferred tax assets			$	267,561			$	267,370			$	155,432

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															Predecessor
			Five Months				Year				Three Months				Nine Months				Year
			Ended				Ended				Ended				Ended				Ended
			January 31,				August 31,				August 31,				May 31,				August 31,
			2005				2004				2003				2003				2002
Current tax expense
State			$	—			$	559			$	(162	)		$	829			$	1,374
Federal				—				(694	)			17,216				—				—
	Total			—				(135	)			17,054				829				1,374
Deferred tax expense
State				762				2,496				(76	)			—				—
Federal				5,516				19,403				(8,345	)			—				—
	Total			6,278				21,899				(8,421	)			—				—
Total tax expense
State				762				3,055				(238	)			829				1,374
Federal				5,516				18,709				8,871				—				—
	Total		$	6,278			$	21,764			$	8,633			$	829			$	1,374

																As Restated
																Predecessor
				Five Months				Year				Three Months				Nine Months				Year
				Ended				Ended				Ended				Ended				Ended
				January 31,				August 31,				August 31,				May 31,				August 31,
				2005				2004				2003				2003				2002
Income tax expense (benefit) at the statutory rate				$	5,516			$	20,690			$	631			$	26,656			$	(86,103	)
Decrease(increase) in income taxes resulting from:
	State taxes, net of federal				495				1,986				(155	)			539				893
	Goodwill amortization/impairment				—				—				—				—				76,517
	Fresh start accounting adjustments				—				—				—				(16,246	)			—
	Parent Company allocations				—				(1,577	)			7,990				(2,826	)			(40,377	)
	Change in valuation allowance				—				—				—				(7,607	)			50,158
	Other				267				665				167				313				286
		Provision for income taxes		$	6,278			$	21,764			$	8,633			$	829			$	1,374

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6.	Accrued Liabilities

		2005				2004				2003
Accrued wages and benefits		$	53,231			$	65,757			$	56,960
Accrued paid time off			20,141				19,828				16,896
Current portion of self-insurance reserve			41,283				36,384				28,206
Accrued restructuring			1,118				1,611				3,088
Current portion of compliance and legal			3,607				5,660				8,056
Accrued billing and collection fees			3,522				3,466				3,300
Accrued profit sharing			23,802				7,566				6,552
Other			24,941				26,512				23,121
Total accrued liabilities		$	171,645			$	166,784			$	146,179

7.	Long-term Debt

		2005				2004				2003
Notes due at various dates from 2004 to 2022 with interest rates from 6% to 10%		$	1,219			$	2,959			$	6,478
Mortgage loan due 2010 with an interest rate of 7%			2,168				2,190				2,242
Capital lease obligations due at various dates from 2006 to 2007 (note 10)			8,110				10,331				15,337
			11,497				15,480				24,057
Less current portion			(5,846	)			(7,565	)			(8,270	)
Total long-term debt		$	5,651			$	7,915			$	15,787

Year ending January 31,
2006		$	5,846
2007			3,771
2008			(878	)
2009			121
2010			108
Thereafter			2,529
		$	11,497

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8.	Restructuring Charges and Impairment Losses

		2002 Plan												2003 Plan				2004 Plan
		Severance				Lease				Total				Severance				Severance				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
Incurred			—				—				—				—				—				—
Paid			—				(238	)			(238	)			—				(255	)			(493	)
January 31, 2005		$	—			$	746			$	746			$	—			$	372			$	1,118

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9.	Retirement Plans and Employee Benefits

10.	Commitments and Contingencies

F-25

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						Operating
		Capital				Leases &
		Leases				Other
Year ending January 31,
2006		$	6,000			$	27,289
2007			3,558				20,335
2008			(948	)			16,242
2009			—				12,785
2010			—				8,810
Thereafter			—				20,659
			8,610			$	106,120
Less imputed interest			(500	)
Total capital lease obligations			8,110
Less current portion			(5,530	)
Long-term capital lease obligations		$	2,580

F-26

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F-27

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11.	Related Party

F-28

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															Predecessor
		Five Months				Year				Three Months					Nine Months				Year
		Ended				Ended				Ended					Ended				Ended
		January 31,				August 31,				August 31,					May 31,				August 31,
		2005				2004				2003					2003				2002
Allocated insurance expense (income)		$	—			$	(4,505	)		$	11,522				$	3,058			$	(8,094	)
Direct insurance expense			17,069				40,554				—					—				—
Laidlaw fees and compensation charges			19,857				15,449				1,350					4,050				5,400
Reorganization costs			—				—				—					3,650				8,761
Interest			4,480				6,225				403					3,081				4,585

F-29

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12.	Insurance

		Accrued				Other Long-Term				Total
January 31, 2005		Liabilities				Liabilities				Liabilities
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

		Accrued				Other Long-Term				Total
August 31, 2004		Liabilities				Liabilities				Liabilities
Automobile		$	4,007			$	8,887			$	12,894
Workers compensation			10,903				32,406				43,309
General/ Professional liability			21,474				96,887				118,361
		$	36,384			$	138,180			$	174,564

F-30

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		Accrued				Other Long-term				Total
August 31, 2003		Liabilities				Liabilities				Liabilities
Automobile		$	4,845			$	6,244			$	11,089
Workers compensation			10,152				23,870				34,022
General/ Professional liability			13,209				88,897				102,106
		$	28,206			$	119,011			$	147,217

		January 31,				August 31,				August 31,
		2005				2004				2003
Restricted cash and cash equivalents		$	9,846			$	5,691			$	939
Restricted marketable securities			2,473				6,756				201
Short-term deposits (included in other current assets)			8,044				9,889				14,997
Short-term deposits with Laidlaw (included in other current assets)			11,541				5,700				—
Restricted long-term investments			41,810				47,285				40,608
Long-term deposits (included in other long-term assets)			20,006				23,708				28,626
Long-term deposits with Laidlaw (included in other long-term assets)			29,413				22,733				—
Total insurance deposits		$	123,133			$	121,762			$	85,371

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13.	Supplemental Cash Flow Information

																	Predecessor
								Restated
				Five Months				Year				Three Months					Nine Months				Year
				Ended				Ended				Ended					Ended				Ended
				January 31,				August 31,				August 31,					May 31,				August 31,
				2005				2004				2003					2003				2002
Cash paid during the period for interest				$	488			$	556			$	436				$	1,605			$	1,278
Finance and investing activities not requiring the use of cash:
	Dividend to Laidlaw				—				200,000				—					—				—
	Acquisition of equipment through capital leases				—				—				—					—				26,320
	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			$	—				$	—			$	—

14.	Segment Information

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															Predecessor Company —
															Restated
		Five Months				Year				Three Months					Nine Months				Year
		Ended				Ended				Ended					Ended				Ended
		January 31,				August 31,				August 31,					May 31,				August 31,
		2005				2004				2003					2003				2002
Healthcare Transportation Services
Revenue		$	455,059			$	1,054,800			$	255,807				$	751,344			$	984,451
Segment EBITDA			33,859				85,557				7,941					48,026				(189,624	)(1)
Total identifiable assets			645,441				628,635				605,268					638,495	(2)			894,943
Capital expenditures			12,054				38,573				17,581					30,888				26,670
Emergency Management Services
Revenue			241,120				549,798				128,654					351,991				431,335
Segment EBITDA			5,639				37,156				7,217					18,248				16,847
Total identifiable assets			338,069				320,964				309,478					303,136	(2)			163,132
Capital expenditures			1,991				4,214				498					3,880				4,448
Total
Total revenue			696,179				1,604,598				384,461					1,103,335				1,415,786
Total segment EBITDA			39,498				122,713				15,158					66,274				(172,777	)
Total identifiable assets			983,510				949,599				914,746					941,631	(2)			1,058,075
Total capital expenditures			14,045				42,787				18,079					34,768				31,118
Reconciliation of EBITDA to Net Income (Loss)
EBITDA			39,498				122,713				15,158					66,274				(172,777	)(1)
Depreciation and amortization expense			(18,808	)			(52,739	)			(12,560	)				(32,144	)			(67,183	)
Interest expense			(5,644	)			(9,961	)			(908	)				(4,691	)			(6,418	)
Realized gain (loss) on investments			—				(1,140	)			90					—				—
Interest and other income			714				240				22					304				369
Fresh-start accounting adjustments			—				—				—					46,416				—
Income tax expense			(6,278	)			(21,764	)			(8,633	)				(829	)			(1,374	)
Cumulative effect of a change in accounting principle			—				—				—					(223,721	)			—
Net income (loss)		$	9,482			$	37,349			$	(6,831	)			$	(148,391	)		$	(247,383	)

(1)	Includes an impairment loss of $262,780.
(2)	Total assets of the Company at June 1, 2003 after fair value adjustments.

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15.	Valuation and Qualifying Accounts

											Total				Valuation
			Allowance for				Allowance for				Accounts				Allowance for
			Contractual				Uncompensated				Receivable				Deferred Tax
			Discounts				Care				Allowances				Assets				Total
Balance at August 31, 2001 (Predecessor) — restated			$	242,172			$	423,562			$	665,734			$	309,275			$	975,009
	Additions			858,590				521,277				1,379,867				6,383				1,386,250
	Reductions			(850,862	)			(532,030	)			(1,382,892	)			(4,964	)			(1,387,856	)
Balance at August 31, 2002 (Predecessor) — restated				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 (Predecessor) — restated			$	258,939			$	464,024			$	722,963			$	155,952			$	878,915
Fresh-start balance at June 1, 2003 — restated			$	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 — restated				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 — restated				271,471				611,278				882,749				—				882,749
	Additions			632,959				312,310				945,269				—				945,269
	Reductions			(589,568	)			(242,284	)			(831,852	)			—				(831,852	)
Balance at January 31, 2005			$	314,862			$	681,304			$	996,166			$	—			$	996,166

16.	Prior Period Results (unaudited)

		Five Months
		Ended
		January 31,
		2004
		(unaudited)
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

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					Five Months
					Ended
					January 31,
					2004
					(unaudited)
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 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			18,627
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	)
Increase 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-35

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Table of Contents

17.	Guarantors of Debt

F-36

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Table of Contents

									Issuer				Issuer								Subsidiary
									AMR				EmCare				Subsidiary				Non-				Eliminations/
					Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantor				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-37

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Table of Contents

									Issuer				Issuer								Subsidiary
									AMR				EmCare				Subsidiary				Non-				Eliminations/
					Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantor				Adjustments				Total
Assets
Current assets:
	Cash and cash equivalents				$	—			$	—			$	—			$	9,436			$	40			$	—			$	9,476
	Restricted cash and cash equivalents					—				—				—				—				5,691				—				5,691
	Restricted marketable securities					—				—				—				—				6,756				—				6,756
	Trade and other accounts receivable, net					—				—				—				339,896				17,321				(13,007	)			344,210
	Parts and supplies inventory					—				—				—				18,577				—				—				18,577
	Other current assets					—				—				—				45,254				1,820				(15,059	)			32,015
	Current deferred tax assets					—				—				—				50,322				2,659				—				52,981
		Current assets				—				—				—				463,485				34,287				(28,066	)			469,706
Non-current assets:
Property, plant, and equipment, net						—				—				—				132,685				—				—				132,685
	Intangible assets, net					—				—				—				15,758				—				—				15,758
	Non-current deferred tax assets					—				—				—				215,520				(1,131	)			—				214,389
	Restricted long-term investments					—				—				—				—				47,285				—				47,285
	Other long-term assets					—				—				—				69,776				—				—				69,776
	Investment and advances in subsidiaries					—				—				—				6,694				—				(6,694	)			—
			Assets		$	—			$	—			$	—			$	903,918			$	80,441			$	(34,760	)		$	949,599
Liabilities and Equity
Current liabilities:
	Accounts payable				$	—			$	—			$	—			$	59,631			$	1,129			$	(9,845	)		$	50,915
	Accrued liabilities					—				—				—				146,722				20,062				—				166,784
	Current portion of long-term debt					—				—				—				7,565				—				—				7,565
		Current liabilities				—				—				—				213,918				21,191				(9,845	)			225,264
Long-term debt						—				—				—				7,915				—				—				7,915
Other long-term liabilities						—				—				—				108,245				52,556				(18,221	)			142,580
			Liabilities			—				—				—				330,078				73,747				(28,066	)			375,759
Laidlaw payable						—				—				—				186,778				—				—				186,778
Laidlaw investment						—				—				—				356,550				—				—				356,550
Common stock						—				—				—				—				30				(30	)			—
Additional paid-in capital						—				—				—				—				5,035				(5,035	)			—
Retained earnings						—				—				—				30,518				1,635				(1,635	)			30,518
Comprehensive income (loss)						—				—				—				(6	)			(6	)			6				(6	)
	Equity					—				—				—				573,840				6,694				(6,694	)			573,840
			Liabilities and Equity		$	—			$	—			$	—			$	903,918			$	80,441			$	(34,760	)		$	949,599

F-38

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Table of Contents

									Issuer				Issuer								Subsidiary
									AMR				EmCare				Subsidiary				Non-				Eliminations/
					Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Guarantor				Adjustments				Total
Assets
Current assets:
	Cash and cash equivalents				$	—			$	—			$	—			$	10,604			$	37			$	—			$	10,641
	Restricted cash and cash equivalents					—				—				—				—				939				—				939
	Restricted marketable securities					—				—				—				—				201				—				201
	Trade and other accounts receivable, net					—				—				—				316,395				4,057								320,452
	Parts and supplies inventory					—				—				—				17,444				—				—				17,444
	Other current assets					—				—				—				40,259				5,059				(13,111	)			32,207
	Current deferred tax assets					—				—				—				55,921				2,915				—				58,836
		Current assets				—				—				—				440,623				13,208				(13,111	)			440,720
Non-current assets:
Property, plant, and equipment, net						—				—				—				133,546				—				—				133,546
	Intangible assets, net					—				—				—				148,205				—				—				148,205
	Non-current deferred tax assets					—				—				—				96,596				—				—				96,596
	Restricted long-term investments					—				—				—				—				40,608				—				40,608
	Other long-term assets					—				—				—				55,071				—				—				55,071
	Investment and advances in subsidiaries					—				—				—				3,859				—				(3,859	)			—
			Assets		$	—			$	—			$	—			$	877,900			$	53,816			$	(16,970	)		$	914,746
Liabilities and Equity
Current liabilities:
	Accounts payable				$	—			$	—			$	—			$	50,148			$	34			$	—			$	50,182
	Accrued liabilities					—				—				—				146,772				9,529				(10,122	)			146,179
	Current portion of long-term debt					—				—				—				8,270				—				—				8,270
		Current liabilities				—				—				—				205,190				9,563				(10,122	)			204,631
Long-term debt						—				—				—				15,787				—				—				15,787
Other long-term liabilities						—				—				—				96,384				40,394				(2,989	)			133,789
			Liabilities			—				—				—				317,361				49,957				(13,111	)			354,207
Laidlaw payable						—				—				—				22,416				—				—				22,416
Laidlaw investment						—				—				—				546,144				—				—				546,144
Additional paid-in capital						—				—				—				—				5,049				(5,049	)			—
Retained earnings						—				—				—				(6,831	)			—				—				(6,831	)
Comprehensive income (loss)						—				—				—				(1,190	)			(1,190	)			1,190				(1,190	)
		Equity				—				—				—				560,539				3,859				(3,859	)			560,539
			Liabilities and Equity		$	—			$	—			$	—			$	877,900			$	53,816			$	(16,970	)		$	914,746

F-39

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Table of Contents

							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Guarantor				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

							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Guarantor				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 subsidiary				—				—				—				35,714				1,635				—				37,349
Equity in earnings of subsidiary				—				—				—				1,635				—				(1,635	)			—
	Net income		$	—			$	—			$	—			$	37,349			$	1,635			$	(1,635	)		$	37,349

F-40

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Table of Contents

							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Guarantor				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	)
Income (loss) before equity in earnings of subsidiary				—				—				—				(7,909	)			1,078				—				(6,831	)
Equity in earnings of subsidiary				—				—				—				1,078				—				(1,078	)			—
	Net income (loss)		$	—			$	—			$	—			$	(6,831	)		$	1,078			$	(1,078	)		$	(6,831	)

							Issuer				Issuer
							AMR				EmCare				Subsidiary				Subsidiary				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Non-guarantor				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	)
	Cumulative effect of a change in accounting principle			—				—				—				(223,721	)			—				—				(223,721	)
	Net loss		$	—			$	—			$	—			$	(148,391	)		$	—			$	—			$	(148,391	)

F-41

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Table of Contents

							Issuer				Issuer
							AMR				EmCare				Subsidiary				Subsidiary				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Non-guarantor				Adjustments				Total
Net revenue			$	—			$	—			$	—			$	1,415,786			$	12,004			$	(12,004	)		$	1,415,786
Compensation and benefits				—				—				—				960,590				—				—				960,590
Operating expenses				—				—				—				219,321				—				—				219,321
Insurance expense				—				—				—				66,479				12,004				(12,004	)			66,479
Selling, general and administrative expenses				—				—				—				61,455				—				—				61,455
Laidlaw fees and compensation charges				—				—				—				5,400				—				—				5,400
Depreciation and amortization expense				—				—				—				67,183				—								67,183
Impairment losses				—				—				—				262,780				—				—				262,780
Restructuring charges				—				—				—				3,777				—				—				3,777
Laidlaw reorganization costs				—				—				—				8,761				—				—				8,761
	Loss from operations			—				—				—				(239,960	)			—				—				(239,960	)
Interest expense				—				—				—				(6,418	)			—				—				(6,418	)
Interest and other income				—				—				—				369				—				—				369
	Loss before income taxes			—				—				—				(246,009	)			—				—				(246,009	)
Income tax expense				—				—				—				(1,374	)			—				—				(1,374	)
	Net loss		$	—			$	—			$	—			$	(247,383	)		$	—			$	—			$	(247,383	)

F-42

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Table of Contents

							Issuer				Issuer
							AMR				EmCare				Subsidiary				Subsidiary
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Non-guarantors				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-43

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Table of Contents

							Issuer				Issuer
							AMR				EmCare				Subsidiary				Subsidiary Non-
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantors				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

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Table of Contents

							Issuer				Issuer
							AMR				EmCare				Subsidiary				Subsidiary Non-
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantors				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-45

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Table of Contents

							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantors				Adjustments				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	)
Decrease in bank overdrafts				—				—				—				(815	)			—				—				(815	)
Capital contribution				—				—				—				—				2,721				(2,721	)			—
Increase in other non-current liabilities				—				—				—				2,234				—				—				2,234
	Net cash used in 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-46

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Table of Contents

							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantors				Adjustments				Total
Cash Flows from Operating Activities
	Net cash provided by operating activities		$	—			$	—			$	—			$	140,296			$	16,248			$	—			$	156,544
Cash Flows from Investing Activities
Purchase of property, plant and equipment				—				—				—				(31,118	)			—				—				(31,118	)
Proceeds from sale of property, plant and equipment				—				—				—				2,549				—				—				2,549
Capital contribution				—				—				—				(1,150	)			—				1,150				—
Purchase of restricted cash and investments				—				—				—				(1,412	)			(49,534	)			—				(50,946	)
Proceeds from sale and maturity of restricted investments				—				—				—				—				32,215				—				32,215
Other investing activities				—				—				—				(10,047	)			—				—				(10,047	)
	Net cash used in investing activities			—				—				—				(41,178	)			(17,319	)			1,150				(57,347	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt				—				—				—				(17,817	)			—				—				(17,817	)
Payments to Laidlaw				—				—				—				(16,729	)			—				—				(16,729	)
Decrease in bank overdrafts				—				—				—				(1,134	)			—				—				(1,134	)
Capital contributions				—				—				—				—				1,150				(1,150	)			—
Decrease in other non-current liabilities				—				—				—				(386	)			—				—				(386	)
	Net cash used in financing activities			—				—				—				(36,066	)			1,150				(1,150	)			(36,066	)
Change in cash and cash equivalents				—				—				—				63,052				79				—				63,131
Cash and cash equivalents, beginning of period				—				—				—				27,985				—				—				27,985
Cash and cash equivalents, end of period			$	—			$	—			$	—			$	91,037			$	79			$	—			$	91,116

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18.	Subsequent Event

19.	Subsequent Events (unaudited)

F-48

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F-49

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Table of Contents

					Unaudited					Predecessor
					Consolidated					Combined
					September 30,					January 31,
					2005					2005
ASSETS
Current assets:
	Cash and cash equivalents				$	10,113				$	14,631
	Restricted cash and cash equivalents					11,949					9,846
	Restricted marketable securities					2,165					2,473
	Trade and other accounts receivable, net					369,766					369,767
	Parts and supplies inventory					18,760					18,499
	Other current assets					31,008					40,135
	Current deferred tax assets					22,971					65,092
		Current assets				466,732					520,443
Non-current assets:
	Property, plant, and equipment, net					133,283					128,766
	Intangible assets, net					81,363					16,075
	Non-current deferred tax assets					117,488					202,469
	Restricted long-term investments					73,304					41,810
	Goodwill					271,987					—
	Other long-term assets					109,251					73,947
			Assets		$	1,253,408				$	983,510
LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable				$	53,066				$	55,818
	Accrued liabilities					199,849					171,645
	Current portion of long-term debt					13,478					5,846
		Current liabilities				266,393					233,309
Long-term debt						595,129					5,651
Other long-term liabilities						155,139					146,273
			Liabilities			1,016,661					385,233
Redeemable partnership equity						1,213					—
Laidlaw payable						—					202,042
Laidlaw investment						—					356,550
Partnership equity						222,178					—
Retained earnings						14,002					40,000
Comprehensive income (loss)						(646	)				(315	)
	Equity					235,534					598,277
			Liabilities and equity		$	1,253,408				$	983,510

F-50

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Table of Contents

			Consolidated									Combined
												Predecessor				Predecessor
			Eight Months				Three Months					Eight Months				Three Months
			Ended				Ended					Ended				Ended
			September 30,				September 30,					September 30,				September 30,
			2005				2005					2004				2004
Net revenue			$	1,187,653			$	456,245				$	1,077,749			$	413,869
Compensation and benefits				822,595				319,292					751,238				286,628
Operating expenses				168,700				66,156					147,524				55,863
Insurance expense				60,382				21,048					51,674				18,404
Selling, general and administrative expenses				38,248				15,654					31,270				12,093
Laidlaw fees and compensation charges				—				—					10,095				3,657
Depreciation and amortization expense				38,811				14,843					34,627				12,669
Restructuring charges				—				—					1,381				—
Income from operations				58,917				19,252					49,940				24,555
Interest expense				(34,407	)			(12,824	)				(8,679	)			(5,138	)
Realized gain (loss) on investments				(40	)			(34	)				(1,191	)			(1,140	)
Interest and other income				189				91					210				162
Income before income taxes				24,659				6,485					40,280				18,439
Income tax expense				(10,657	)			(3,479	)				(15,710	)			(7,191	)
Net income				14,002				3,006					24,570				11,248
Other comprehensive income, net of tax
	Unrealized holding gains (losses) during the period			(646	)			(1,010	)				364				364
Comprehensive income			$	13,356			$	1,996				$	24,934			$	11,612

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										Combined
					Consolidated					Predecessor
					Eight Months					Eight Months
					Ended					Ended
					September 30,					September 30,
					2005					2004
Cash Flows from Operating Activities
Net income					$	14,002				$	24,570
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization					40,444					34,627
	Gain on disposal of property, plant and equipment					(480	)				(344	)
	Deferred income taxes					1,395					14,243
	Stock compensation expense					2,462					—
	Changes in operating assets/liabilities:
		Trade and other accounts receivable				4,801					586
		Other current assets				8,866					(1,047	)
		Accounts payable and accrued liabilities				36,972					27,326
			Net cash provided by operating activities			108,462					99,961
Cash Flows from Investing Activities
EMS purchase of AMR and EmCare						(828,775	)				—
Purchase of property, plant and equipment						(34,947	)				(30,217	)
Proceeds from sale of property, plant and equipment						565					773
Purchase of restricted cash and investments						(51,495	)				(61,213	)
Proceeds from sale and maturity of restricted investments						17,560					40,152
Net change in deposits and other assets						(20,330	)				(23,405	)
			Net cash used in investing activities			(917,422	)				(73,910	)
Cash Flows from Financing Activities
Borrowings under new senior secured credit facility						350,000					—
Proceeds from issuance of senior subordinated notes						250,000					—
Borrowings under new revolving credit facility						25,200					—
Issuance of partnership equity						222,655					—
Financing costs						(20,122	)				—
Repayments of capital lease obligations and other debt						(5,722	)				(5,396	)
Repayments of revolving credit facility						(20,200	)				—
Increase (decrease) in bank overdrafts						997					4,290
Payments made to Laidlaw						—					(13,937	)
Increase (decrease) in other non-current liabilities						1,634					(5,656	)
			Net cash provided by (used in) financing activities			804,442					(20,699	)
Change in cash and cash equivalents						(4,518	)				5,352
Cash and cash equivalents, beginning of period						14,631					10,856
Cash and cash equivalents, end of period					$	10,113				$	16,208
Cash paid for:
	Interest				$	27,729				$	10,636
	Taxes				$	9,550				$	—

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1.	General

Current assets			$	483,957
Property, plant & equipment				128,766
Intangible assets				89,850
Goodwill				271,987
Other long-term assets				254,027
	Total assets acquired			1,228,587
Current liabilities				245,144
Long-term debt				620,183
Other long-term liabilities				144,381
	Total liabilities assumed			1,009,708
	Net assets acquired		$	218,879

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2.	Summary of Significant Accounting Policies

F-54

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							Predecessor
			September 30,				January 31,
			2005				2005
Accounts receivable, net
AMR			$	236,729			$	229,798
EmCare				133,037				139,969
	Total		$	369,766			$	369,767
Accounts receivable allowances
AMR
Allowance for contractual discounts			$	121,453			$	126,771
Allowance for uncompensated care				122,906				124,699
	Total		$	244,359			$	251,470
EmCare
Allowance for contractual discounts			$	197,542			$	188,092
Allowance for uncompensated care				653,181				556,605
	Total		$	850,723			$	744,697

										Predecessor
		Eight Months				Three Months				Eight Months				Three Months
		Ended				Ended				Ended				Ended
		September 30,				September 30,				September 30,				September 30,
		2005				2005				2004				2004
AMR
Gross revenue			100	%			100	%			100	%			100	%
Provision for contractual discounts			37	%			36	%			35	%			34	%
Provision for uncompensated care			13	%			14	%			14	%			15	%
EmCare
Gross revenue			100	%			100	%			100	%			100	%
Provision for contractual discounts			44	%			44	%			41	%			41	%
Provision for uncompensated care			26	%			26	%			25	%			25	%
Total
Gross revenue			100	%			100	%			100	%			100	%
Provision for contractual discounts			40	%			40	%			38	%			37	%
Provision for uncompensated care			19	%			20	%			19	%			19	%

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3.	Equity-based Compensation

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4.	Accrued Liabilities

							Predecessor
		September 30,					January 31,
		2005					2005
Accrued wages and benefits		$	51,288				$	53,231
Accrued paid time off			21,646					20,141
Current portion of self-insurance reserve			49,550					41,283
Accrued restructuring			325					1,118
Current portion of compliance and legal			14,783					3,607
Accrued billing and collection fees			4,081					3,522
Accrued incentive compensation			20,332					23,802
Accrued interest			5,545					—
Other			32,299					24,941
Total accrued liabilities		$	199,849				$	171,645

5.	Commitments and Contingencies

F-57

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F-58

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6.	Insurance

F-59

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7.	Segment Information

											Predecessor
		Eight Months				Three Months					Eight Months				Three Months
		Ended				Ended					Ended				Ended
		September 30,				September 30,					September 30,				September 30,
		2005				2005					2004				2004
Healthcare Transportation Services
Net revenue		$	761,712			$	291,909				$	705,181			$	270,887
Segment EBITDA			67,813				22,664					60,058				24,825
Capital expenditures			31,612				13,307					27,257				12,506
Emergency Management Services
Net revenue			425,941				164,336					372,568				142,982
Segment EBITDA			29,915				11,431					24,509				12,399
Capital expenditures			3,335				901					2,960				1,566
Total
Net revenue			1,187,653				456,245					1,077,749				413,869
Segment EBITDA			97,728				34,095					84,567				37,224
Capital expenditures			34,947				14,208					30,217				14,072
Reconciliation of EBITDA to Net Income
EBITDA			97,728				34,095					84,567				37,224
Depreciation and amortization expense			(38,811	)			(14,843	)				(34,627	)			(12,669	)
Interest expense			(34,407	)			(12,824	)				(8,679	)			(5,138	)
Realized gain (loss) on investments			(40	)			(34	)				(1,191	)			(1,140	)
Interest and other income (loss)			189				91					210				162
Income tax expense			(10,657	)			(3,479	)				(15,710	)			(7,191	)
Net income		$	14,002			$	3,006				$	24,570			$	11,248

8.	Debt

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							Predecessor
		September 30,					January 31,
		2005					2005
Senior subordinated notes due 2015		$	250,000				$	—
Senior secured term loan due 2012 (5.65% at September 30, 2005)			348,250					—
Revolving credit facility			5,000
Capital lease obligations			4,389					8,110
Notes due at various dates from 2005 to 2022 with interest rates from 6% to 10%			968					3,387
Total long-term debt			608,607					11,497
Less current maturities			(13,478	)				(5,846	)
Long-term debt, less current maturities		$	595,129				$	5,651

Twelve months ended September 30,
2006		$	13,478
2007			3,020
2008			3,624
2009			3,613
2010			3,608
Thereafter			581,264
		$	608,607

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9.	Guarantors of Debt

F-62

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								Issuer				Issuer
								AMR				EmCare				Subsidiary				Subsidiary				Eliminations/
				Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Non-guarantor				Adjustments				Total
Assets
Current assets:
	Cash and cash equivalents			$	4,828			$	—			$	—			$	5,203			$	82			$	—			$	10,113
	Restricted cash and cash equivalents				—				—				—				—				11,949				—				11,949
	Restricted marketable securities				—				—				—				—				2,165				—				2,165
	Trade and other accounts receivable, net				—				—				—				366,995				2,620				151				369,766
	Parts and supplies inventory				—				—				—				18,760				—				—				18,760
	Other current assets				325				—				—				41,459				1,986				(12,762	)			31,008
	Current deferred tax assets				—				—				—				20,312				2,659				—				22,971
		Current assets			5,153				—				—				452,729				21,461				(12,611	)			466,732
Non-current assets:
	Property, plant, and equipment, net				329				—				—				132,954				—				—				133,283
	Intercompany receivable				—				420,069				188,741				17,156				—				(625,966	)			—
	Intangible assets, net				—				—				—				81,363				—				—				81,363
	Non-current deferred tax assets				—				—				—				118,619				(1,131	)			—				117,488
	Restricted long-term investments				—				—				—				—				73,304				—				73,304
	Goodwill				—				—				—				271,529				458				—				271,987
	Other long-term assets				—				11,838				5,318				92,095				—				—				109,251
	Investment and advances in subsidiaries				236,747				160,515				76,218				6,074				—				(479,554	)			—
		Assets		$	242,229			$	592,422			$	270,277			$	1,172,519			$	94,092			$	(1,118,131	)		$	1,253,408
Liabilities and Equity
Current liabilities:
	Accounts payable			$	—			$	—			$	—			$	53,066			$	—			$	—			$	53,066
	Accrued liabilities				—				3,826				1,720				161,037				33,266				—				199,849
	Current portion of long-term debt				—				5,865				2,635				4,978				—				—				13,478
		Current liabilities			—				9,691				4,355				219,081				33,266				—				266,393
Long-term debt					—				410,378				184,372				379				—				—				595,129
Other long-term liabilities					—				—				—				112,998				54,752				(12,611	)			155,139
Intercompany					5,482				11,838				5,318				603,328				—				(625,966	)			—
		Liabilities			5,482				431,907				194,045				935,786				88,018				(638,577	)			1,016,661
Redeemable partnership equity					1,213				—				—				—				—				—				1,213
Common stock					—				—				—				—				30				(30	)			—
Additional paid-in capital					—				—				—				—				6,690				(6,690	)			—
Partnership equity					222,178				153,722				69,669				223,391				—				(446,782	)			222,178
Retained earnings					14,002				6,793				7,209				13,988				—				(27,990	)			14,002
Comprehensive income (loss)					(646	)			—				(646	)			(646	)			(646	)			1,938				(646	)
	Equity				235,534				160,515				76,232				236,733				6,074				(479,554	)			235,534
		Liabilities and Equity		$	242,229			$	592,422			$	270,277			$	1,172,519			$	94,092			$	(1,118,131	)		$	1,253,408

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								Issuer				Issuer
								AMR				EmCare				Subsidiary				Subsidiary				Eliminations/
				Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				Non-guarantor				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

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						Issuer				Issuer								Subsidiary
						AMR				EmCare				Subsidiary				Non-				Eliminations/
		Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantor				Adjustments				Total
Net revenue		$	—			$	—			$	—			$	1,187,653			$	25,264			$	(25,264	)		$	1,187,653
Compensation and benefits			—				—				—				822,595				—				—				822,595
Operating expenses			—				—				—				168,700				—				—				168,700
Insurance expense			—				—				—				60,422				25,224				(25,264	)			60,382
Selling, general and administrative expenses			—				—				—				38,248				—				—				38,248
Depreciation and amortization expense			—				—				—				38,811				—				—				38,811
Income from operations			—				—				—				58,877				40				—				58,917
Interest expense			—				—				—				(34,407	)			—				—				(34,407	)
Realized loss on investments			—				—				—				—				(40	)			—				(40	)
Interest and other income			—				—				14				175				—				—				189
Income before income taxes			—				—				14				24,645				—				—				24,659
Income tax expense			—				—				—				(10,657	)			—				—				(10,657	)
Income before equity in earnings of unconsolidated subsidiaries			—				—				14				13,988				—				—				14,002
Equity in earnings of unconsolidated subsidiaries			14,002				6,793				7,195				—				—				(27,990	)			—
Net income		$	14,002			$	6,793			$	7,209			$	13,988			$	—			$	(27,990	)		$	14,002

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							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantor				Adjustments				Total
Net revenue			$	—			$	—			$	—			$	1,077,749			$	21,233			$	(21,233	)		$	1,077,749
Compensation and benefits				—				—				—				751,238				—				—				751,238
Operating expenses				—				—				—				147,524				—				—				147,524
Insurance expense				—				—				—				52,865				20,042				(21,233	)			51,674
Selling, general and administrative expenses				—				—				—				31,270				—				—				31,270
Laidlaw fees and compensation charges				—				—				—				10,095				—				—				10,095
Depreciation and amortization expense				—				—				—				34,627				—				—				34,627
Restructuring charges				—				—				—				1,381				—				—				1,381
	Income from operations			—				—				—				48,749				1,191				—				49,940
Interest expense				—				—				—				(8,679	)			—				—				(8,679	)
Realized loss on investments				—				—				—				—				(1,191	)			—				(1,191	)
Interest and other income				—				—				—				210				—				—				210
	Income before income taxes			—				—				—				40,280				—				—				40,280
Income tax expense				—				—				—				(17,345	)			1,635				—				(15,710	)
Income before equity in earnings of subsidiary				—				—				—				22,935				1,635				—				24,570
Equity in earnings of subsidiary				—				—				—				1,635				—				(1,635	)			—
	Net income		$	—			$	—			$	—			$	24,570			$	1,635			$	(1,635	)		$	24,570

						Issuer				Issuer								Subsidiary
						AMR				EmCare				Subsidiary				Non-				Eliminations/
		Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantor				Adjustments				Total
Net revenue		$	—			$	—			$	—			$	456,245			$	2,839			$	(2,839	)		$	456,245
Compensation and benefits			—				—				—				319,292				—				—				319,292
Operating expenses			—				—				—				66,156				—				—				66,156
Insurance expense			—				—				—				21,082				2,805				(2,839	)			21,048
Selling, general and administrative expenses			—				—				—				15,654				—				—				15,654
Depreciation and amortization expense			—				—				—				14,843				—				—				14,843
Income from operations			—				—				—				19,218				34				—				19,252
Interest expense			—				—				—				(12,824	)			—				—				(12,824	)
Realized gain on investments			—				—				—				—				(34	)			—				(34	)
Interest and other income			—				—				—				91				—				—				91
Income before income taxes			—				—				—				6,485				—				—				6,485
Income tax expense			—				—				—				(3,479	)			—				—				(3,479	)
Income before equity in earnings of unconsolidated subsidiaries			—				—				—				3,006				—				—				3,006
Equity in earnings of unconsolidated subsidiaries			3,006				501				2,505				—				—				(6,012	)			—
Net income		$	3,006			$	501			$	2,505			$	3,006			$	—			$	(6,012	)		$	3,006

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							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-				Eliminations/
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantor				Adjustments				Total
Net revenue			$	—			$	—			$	—			$	413,869			$	7,962			$	(7,962	)		$	413,869
Compensation and benefits				—				—				—				286,628				—				—				286,628
Operating expenses				—				—				—				55,863				—				—				55,863
Insurance expense				—				—				—				19,544				6,822				(7,962	)			18,404
Selling, general and administrative expenses				—				—				—				12,093				—				—				12,093
Laidlaw fees and compensation charges				—				—				—				3,657				—				—				3,657
Depreciation and amortization expense				—				—				—				12,669				—				—				12,669
	Income from operations			—				—				—				23,415				1,140				—				24,555
Interest expense				—				—				—				(5,138	)			—				—				(5,138	)
Realized loss on investments				—				—				—				—				(1,140	)			—				(1,140	)
Interest and other income				—				—				—				162				—				—				162
	Income before income taxes			—				—				—				18,439				—				—				18,439
Income tax expense				—				—				—				(8,826	)			1,635				—				(7,191	)
Income before equity in earnings of subsidiary				—				—				—				9,613				1,635				—				11,248
Equity in earnings of subsidiary				—				—				—				1,635				—				(1,635	)			—
	Net income		$	—			$	—			$	—			$	11,248			$	1,635			$	(1,635	)		$	11,248

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							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-
			Parent Co.				HoldCo Inc.				HoldCo Inc.				Guarantors				guarantors				Total
Cash Flows from Operating Activities
	Net cash provided by operating activities		$	—			$	—			$	14			$	84,284			$	24,164			$	108,462
Cash Flows from Investing Activities
EMS purchase of AMR and EmCare				(828,775	)			—				—				—				—				(828,775	)
Purchase of property, plant and equipment				—				—				—				(34,947	)			—				(34,947	)
Proceeds from sale of property, plant and equipment				—				—				—				565				—				565
Purchase of restricted cash and investments				—				—				—				—				(51,495	)			(51,495	)
Proceeds from sale and maturity of restricted investments				—				—				—				—				17,560				17,560
Net change in deposits and other assets				—				—				—				(20,330	)			—				(20,330	)
	Net cash used in investing activities			(828,775	)			—				—				(54,712	)			(33,935	)			(917,422	)
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
Issuance of partnership equity				222,655				—				—				—				—				222,655
Financing costs				(1,737	)			(12,686	)			(5,699	)			—				—				(20,122	)
Repayments of capital lease obligations and other debt				—				—				—				(5,722	)			—				(5,722	)
Repayments of revolving credit facility				—				(13,938	)			(6,262	)			—				—				(20,200	)
Net intercompany borrowings (payments)				612,685				(404,764	)			(181,865	)			(26,056	)			—				—
Increase (decrease) in bank overdrafts				—				—				—				997				—				997
Increase (decrease) in other non-current liabilities				—				—				—				1,634				—				1,634
	Net cash provided by (used in) financing activities			833,603				—				(14	)			(29,147	)			—				804,442
Increase in cash and cash equivalents				4,828				—				—				425				(9,771	)			(4,518	)
Cash and cash equivalents, beginning of period				—				—				—				4,778				9,853				14,631
Cash and cash equivalents, end of period			$	4,828			$	—			$	—			$	5,203			$	82			$	10,113

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							Issuer				Issuer								Subsidiary
							AMR				EmCare				Subsidiary				Non-
			Parent Co.				HoldCo, Inc.				HoldCo, Inc.				Guarantors				guarantors				Total
Cash Flows from Operating Activities
	Net cash provided by operating activities		$	—			$	—			$	—			$	78,886			$	21,075			$	99,961
Cash Flows from Investing Activities
Purchase of property, plant and equipment				—				—				—				(30,217	)			—				(30,217	)
Proceeds from sale of property, plant and equipment				—				—				—				773				—				773
Purchase of restricted cash and investments				—				—				—				—				(61,213	)			(61,213	)
Proceeds from sale and maturity of restricted investments				—				—				—				—				40,152				40,152
Other investing activities				—				—				—				(23,405	)			—				(23,405	)
	Net cash used in investing activities			—				—				—				(52,849	)			(21,061	)			(73,910	)
Cash Flows from Financing Activities
Repayments of capital lease obligations and other debt				—				—				—				(5,396	)			—				(5,396	)
Payments to Laidlaw				—				—				—				(13,937	)			—				(13,937	)
Change in other non-current liabilities				—				—				—				(5,656	)			—				(5,656	)
Decrease in bank overdrafts				—				—				—				4,290				—				4,290
	Net cash used in financing activities			—				—				—				(20,699	)			—				(20,699	)
Change in cash and cash equivalents				—				—				—				5,338				14				5,352
Cash and cash equivalents, beginning of period				—				—				—				10,830				26				10,856
Cash and cash equivalents, end of period			$	—			$	—			$	—			$	16,168			$	40			$	16,208

10.	Planned Public Offering

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F-70

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F-71

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ASSETS
Cash			$	100
STOCKHOLDER’S EQUITY
Stockholder’s equity:
	Common stock, $.01 par value; 100 shares class B authorized, 10 shares issued and outstanding; 100 shares class A authorized, 0 shares issued and outstanding		$	0
Additional paid-in capital				100
Total stockholders equity			$	100

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Current assets			$	483,957
Property, plant & equipment				128,766
Intangible assets				89,850
Goodwill				271,987
Other long-term assets				254,027
	Total assets acquired			1,228,587
Current liabilities				245,144
Long-term debt				620,183
Other long-term liabilities				144,381
	Total liabilities assumed			1,009,708
Net assets acquired			$	218,879

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	•	The Company will amend and restate its certificate of incorporation, and its authorized capital stock will include 100,000,000 shares of class A common stock, $.01 par value, 40,000,000 shares of class B common stock, $.01 par value, and one share of class B special voting stock, $.01 par value.
	•	The holders of the capital stock of the sole general partner of EMS L.P. will contribute that capital stock to the Company in exchange for shares of class B common stock, the general partner will be merged into the Company and the Company will become the general partner of EMS L.P.
	•	The holders of class B units of EMS L.P. will contribute their units to the Company in exchange for shares of class A common stock, and the holders of certain class A units of EMS L.P. will contribute their units to the Company in exchange for shares of class B common stock.
	•	The balance of the class A units of EMS L.P., which are held by certain of the Company’s affiliates, will continue to be held by those persons and will be designated “LP exchangeable units”.
	•	The Company will issue the one share of class B special voting stock to Onex Corporation, as trustee, to hold for the benefit of the holders of the LP exchangeable units.

	•	the right to exchange those units, at the holder’s option, for shares of class B common stock on a one-for-one basis,
	•	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),
	•	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,

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		winding up or other distribution of the assets through the mandatory exchange of LP exchangeable units for shares of class B common stock.

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Item 13.	Other Expenses of Issuance and Distribution

Securities and Exchange Commission registration fee			$	21,239
NASD filing fee				18,544
NYSE listing fee				150,000
Blue Sky fees and expenses (including attorneys’ fees and expenses)				5,000
Accounting fees and expenses				875,000
Legal fees and expenses				1,250,000
Printing costs				650,000
Transfer agent and registrar fees				5,000
Miscellaneous fees and expenses				1,500,000
	Total		$	4,474,783

*	To be provided by amendment

Item 14.	Indemnification of Directors and Officers

	General Obligations Law

	Certificate of Incorporation and By-Laws

	Indemnification Agreements

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	Liability Insurance

Item 15.	Recent Sales of Unregistered Securities

Russell H. Harris, M.D.			10,000
Don S. Harvey			50,000
Angel L. Iscovich			10,000
Terry R. Meadows			5,000
Louis K. Meyer			10,000
David Mintz			7,500
James L. Murphy			7,500
Randel G. Owen			22,500
Dighton Packard			22,500
Steve W. Ratton, Jr.			10,000
William A. Sanger			300,000
Joseph Taylor			13,000
Douglas P. Webster			5,000
Todd Zimmerman			12,500

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II-3

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Item 16.	Exhibits and Financial Data Schedules

	1	.1		Form of Underwriting Agreement
	1	.2		Form of Lock-Up Agreement
	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*
	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*
	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*
	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*
	2	.5		Letter, dated March 25, 2005, to AMR HoldCo, Inc. from Laidlaw Medical Holdings, Inc.*
	3	.1		Form of Amended and Restated Certificate of Incorporation of Emergency Medical Services Corporation*
	3	.2		Form of Amended and Restated By-Laws of Emergency Medical Services Corporation*
	3	.3		Certificate of Formation of Emergency Medical Services L.P.*
	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*
	3	.4.1		Amendment to Agreement of Limited Partnership, dated November 27, 2005, by and among Emergency Medical Services L.P. and the other signatories thereto.*
	3	.4.2		Form of Amendment to Agreement of Limited Partnership, dated December   , 2005 by and among EMSC, Inc. and the persons listed on Schedule A thereto*
	3	.5		Form of Amended and Restated Agreement of Limited Partnership of Emergency Medical Services L.P., dated December   , 2005, by and among EMSC, Inc. and the persons listed on Schedule A thereto*
	4	.1		Form of Class A Common Stock Certificate*
	4	.2		Form of Class B Common Stock Certificate*
	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*
	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*
	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*
	4	.6		Indenture, dated February 10, 2005, by and among AMR HoldCo, Inc., EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as trustee*
	4	.7		Supplemental Indenture, dated April 15, 2005, by and among AMR Brockton L.L.C., AMR HoldCo, Inc., EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as trustee*
	4	.8		Supplemental Indenture No. 2, effective as of September 30, 2005, by and among Global Medical Response, Inc., AMR HoldCo, Inc., EmCare HoldCo, Inc., the guarantors named therein and U.S. Bank Trust National Association, as trustee*
	4	.9		Registration Rights Agreement, dated as of February 10, 2005, by and among AMR HoldCo, Inc., EmCare HoldCo, Inc., the guarantors named therein, Banc of America Securities LLC and J.P. Morgan Securities Inc.*
	4	.10		Form of Voting and Exchange Trust Agreement among Emergency Medical Services Corporation, Emergency Medical Services L.P. and Onex Corporation*
	4	.11		Form of Indemnification Agreement*
	5	.1		Opinion of Kaye Scholer LLP with respect to legality of securities being registered
	8	.1		Opinion of Kaye Scholer LLP with respect to tax matters*
	10	.1		Employment Agreement, dated December 6, 2004, between William A. Sanger and Emergency Medical Services Corporation*
	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*
	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*

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	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*
	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.*
	10	.6		Emergency Medical Services L.P. Equity Option Plan*
	10	.7		Emergency Medical Services L.P. Equity Purchase Plan*
	10	.8		Management Agreement, dated February 10, 2005, by and among Onex Partners Manager LP, AMR HoldCo, Inc. and EmCare HoldCo, Inc.*
	10	.9		Purchase Agreement, dated January 27, 2005, among AMR HoldCo, Inc., EmCare HoldCo, Inc., the Registrant, the guarantors party thereto, Banc of America LLC Securities and J.P. Morgan Securities Inc.*
	10	.10		Credit Agreement, dated as of February 10, 2005, among 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*
	10	.11		Amendment No. 1, dated March 29, 2005, among 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 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*
	10	.12		Security Agreement, dated as of February 10, 2005, made by AMR HoldCo, Inc., EmCare HoldCo., Inc., the guarantors party thereto, in favor of Bank of America, N.A.*
	10	.13		Form of Assignment, dates as of December   , 2005, by and among Emergency Medical Services Corporation, AMR HoldCo, Inc. and ClaimCo LP
	21	.1		Subsidiaries of Emergency Medical Services L.P.*
	23	.1		Consent of PricewaterhouseCoopers LLP
	23	.2		Consent of Kaye Scholer LLP (included in Exhibit 5.1)*
	24	.1		Powers of Attorney of the directors of Emergency Medical Services L.P. (included in the signature page to the registration statement)*
	24	.2		Powers of Attorney of the directors of Emergency Medical Services Corporation (included in the signature page to the registration statement)*

*		Previously filed
**		To be filed by amendment

Item 17.	Undertakings

	(1)     For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)

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	under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2)     For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3)     For the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
	(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;
	(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and
	(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

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	EMERGENCY MEDICAL SERVICES L.P.

	By:	EMSC, Inc., its General Partner
	By:	/s/ William A. Sanger

	William A. Sanger
	Chief Executive Officer

Signature				Title		Date
/s/ William A. Sanger   William A. Sanger				Chairman, Chief Executive Officer and Director (Principal Executive Officer)		December 14, 2005
/s/ Randel G. Owen   Randel G. Owen				Chief Financial Officer (Principal Financial and Accounting Officer)		December 14, 2005
*   Robert M. Le Blanc				Director		December 14, 2005
*   Steven B. Epstein				Director		December 14, 2005
*   Don S. Harvey				Director		December 14, 2005
*   James T. Kelly				Director		December 14, 2005
*   Michael L. Smith				Director		December 14, 2005

* By:	/s/ William A. Sanger

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	EMERGENCY MEDICAL SERVICES CORPORATION

	By:	/s/ William A. Sanger

	William A. Sanger
	Chief Executive Officer

Signature				Title		Date
/s/ William A. Sanger   William A. Sanger				Chairman, Chief Executive Officer and Director (Principal Executive Officer)		December 14, 2005
/s/ Randel G. Owen   Randel G. Owen				Chief Financial Officer (Principal Financial and Accounting Officer)		December 14, 2005
*   Robert M. Le Blanc				Director		December 14, 2005
*By:		/s/ William A. Sanger   Name:  William A. Sanger Attorney-in-Fact

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