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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2009

 ̈    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

Commission
file number 0-22056

Rural/Metro Corporation

(Exact Name of Registrant as Specified in its Charter)



|                         |  |             
|------------------------ |  | ------------
|Delaware                 |  | 86-0746929  
|(State of Incorporation) |  | (I.R.S. ID.)

9221 East Via de Ventura, Scottsdale, Arizona 85258

(480) 994-3886

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



|                                       |  |                                     
|-------------------------------------- |  | ------------------------------------
|Title of each class                    |  | Name of exchange on which registered
|Common Stock, par value $.01 per share |  | NASDAQ Capital Market               
|Preferred Stock Purchase Rights        |  | NASDAQ Capital Market               

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

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

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

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

Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).    Yes   ̈    No   ̈

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

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

Large accelerated filer   ̈    Accelerated filer   ̈    Non-accelerated filer   ̈    Smaller reporting company  x

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

The aggregate market value of the voting Common Stock held by non-affiliates of the registrant was approximately $21,000,000 as of December 31, 2008.
Shares of Common Stock held by each officer and director and by each person who owns 10% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not
necessarily conclusive for other purposes.

There were 24,854,103 shares of the registrants Common Stock outstanding on August 31, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrants definitive proxy statement for the registrants 2009 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the fiscal year end of June 30,
2009 are incorporated by reference into Part III of this report.









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TABLE OF CONTENTS



|                           |  |          |  |                                                                                                              |  |    
|-------------------------- |  | -------- |  | ------------------------------------------------------------------------------------------------------------ |  | ---
|FORWARD-LOOKING STATEMENTS |  | 3       
|                           | 
|PART I                     |  |         
|                           |  | ITEM 1.  |  | BUSINESS                                                                                                     |  | 4  
|                           |  | ITEM 1A. |  | RISK FACTORS                                                                                                 |  | 19 
|                           |  | ITEM 1B. |  | UNRESOLVED STAFF COMMENTS                                                                                    |  | 28 
|                           |  | ITEM 2.  |  | PROPERTIES                                                                                                   |  | 28 
|                           |  | ITEM 3.  |  | LEGAL PROCEEDINGS                                                                                            |  | 28 
|                           |  | ITEM 4.  |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                          |  | 29 
|                           | 
|PART II                    |  |         
|                           |  | ITEM 5.  |  | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  | 30 
|                           |  | ITEM 6.  |  | SELECTED FINANCIAL DATA                                                                                      |  | 31 
|                           |  | ITEM 7.  |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        |  | 33 
|                           |  | ITEM 7A. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                   |  | 63 
|                           |  | ITEM 8.  |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  |  | 63 
|                           |  | ITEM 9.  |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         |  | 117
|                           |  | ITEM 9A. |  | CONTROLS AND PROCEDURES                                                                                      |  | 117
|                           |  | ITEM 9B. |  | OTHER INFORMATION                                                                                            |  | 117
|                           | 
|PART III                   |  |         
|                           |  | ITEM 10. |  | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                       |  | 118
|                           |  | ITEM 11. |  | EXECUTIVE COMPENSATION                                                                                       |  | 118
|                           |  | ITEM 12. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS               |  | 118
|                           |  | ITEM 13. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                    |  | 118
|                           |  | ITEM 14. |  | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                       |  | 118
|                           | 
|PART IV                    |  |         
|                           |  | ITEM 15. |  | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                   |  | 119
|                           | 
|SIGNATURES                 |  | 123     



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FORWARD-LOOKING STATEMENTS

The statements, estimates, projections, guidance or outlook contained in this Annual Report on Form 10-K, including but not limited to the section containing
Managements Discussion and Analysis of Financial Condition and Results of Operation, include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our use of such words or phrases as
believes, anticipates, expects, plans, seeks, intends, will likely result, estimates, projects or similar expressions identify such
forward-looking statements. We may also make forward looking statements in our earnings releases, earnings calls and other investor communications. We caution readers that such forward-looking statements, including those relating to our:



| |  |  | Future business prospects;
| | - |  | --------------------------



| |  |  | Uncompensated care;
| | - |  | -------------------



| |  |  | Working capital;
| | - |  | ----------------



| |  |  | Accounts receivable collection;
| | - |  | -------------------------------



| |  |  | Liquidity;
| | - |  | ----------



| |  |  | Cash flow;
| | - |  | ----------



| |  |  | EBITDA;
| | - |  | -------



| |  |  | Capital expenditures;
| | - |  | ---------------------



| |  |  | Insurance coverage;
| | - |  | -------------------



| |  |  | Claim reserves;
| | - |  | ---------------



| |  |  | Capital needs;
| | - |  | --------------



| |  |  | Future operating results; and
| | - |  | -----------------------------



| |  |  | Future compliance with covenants in our debt facilities or instruments,
| | - |  | -----------------------------------------------------------------------

wherever they appear in this Annual Report or in other statements attributable to us, are necessarily estimates reflecting the judgment of our senior management about future results or events and, as such, involve a
number of risks and uncertainties that could cause actual results or events to differ materially from those suggested by our forward-looking statements, including the risks set forth in Item 1A of this Annual Report.

Any or all forward-looking statements made in this Annual Report (and in any other public filings or statements we might make) may turn out to be wrong. They can be
affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. By their nature, forward-looking statements are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions
that are difficult to predict or quantify. Accordingly, we undertake no duty to update any forward-looking statements, whether as a result of new information, future events or otherwise.



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PART I



|ITEM 1. | Business
|------- | --------

Company Overview

Rural/Metro Corporation was founded in 1948 as an Arizona private fire protection services business providing services to residential and commercial
property owners on a subscription fee basis. In 1983 the Company began its expansion into the ambulance services industry, which involved the acquisition of various ambulance service providers throughout the United States for a period of time ending
in 1998. For the twelve months ended June 30, 2009, we provided ambulance services and other services to more than one million individuals in approximately 400 communities nationwide generating net revenue of $498.8 million, of which ambulance
services and other services represented 84.9% and 15.1%, respectively.

All references to the Company, we, our,
us, R/M, or Rural/Metro refer to Rural/Metro Corporation, and its predecessors, operating divisions, direct and indirect subsidiaries and affiliates, as the context requires. Rural/Metro Corporation, a Delaware
corporation, is a holding company. All services, operations and management functions are provided through its subsidiaries and affiliated entities. The website for Rural/Metro Corporation is located at www.ruralmetro.com. The information in
our website is not incorporated in, and is not a part of, this Report.

The following is a brief summary of our primary business, including the types of
services, our customers, the payers for our services and other information about us for the fiscal year ended June 30, 2009:



|                     |  |                                                                                                                                                        
|-------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |  | Ambulance Services                                                                                                                                     
|                     | 
|Types of Services:   |  |       Emergency Transports       Non-emergency Transports       Wheelchair Transports       Event Standby Services                                 
|                     | 
|Customers:           |  |       Municipalities, Counties, Fire Districts       Government Agencies       Hospitals       Nursing Homes       Specialty Healthcare Facilities
|                     | 
|Payers:              |  |       Medicare       Medicaid       Commercial Insurance       Self-Pay Individuals                                                                
|                     | 
|Number of Contracts: |  |       approximately 90 exclusive emergency       approximately 660 non-emergency arrangements                                                        
|                     | 
|Volume:              |  |       1.1 million transports annually                                                                                                                 

We are also a provider of private fire protection and related services and offer such services on a
subscription-fee basis to residential and commercial property owners and on a contract basis to municipalities and fire districts. We provide home healthcare and protection services on a limited basis.

Ambulance Industry Overview

Services

We estimate that expenditures for emergency and non-emergency medical ambulance services in the United States were approximately $14 billion for 2009. Ambulance services
are provided by municipalities, private providers, hospitals and volunteer organizations. According to the Journal of Emergency Medical Services 2008



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200-City Survey, approximately 34% of the nations largest 200 cities outsourced emergency ambulance services to private service providers.
Non-emergency ambulance services are primarily provided by private providers. There are a limited number of regional ambulance providers and we are one of only two national providers.

We believe the following are key factors affecting the ambulance service industry:



| |  |  | Aging U.S. population. According to the U.S. Census Bureau, about 72 million Americans, or 19% of the U.S. population, will be age 65 or older in 2030
compared to 40 million, or 13% in 2010. As of June 30, 2009, approximately 43% of our annual ambulance transports were for patients age 65 or older. The continued growth in the U.S. population over the age of 65 will fuel demand for
ambulance services.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increase in outsourcing.Municipalities, governmental agencies and hospital systems are under significant budgetary pressure to reduce cost of care,
ambulance transports being one component. The outsourcing of ambulance transports has become a preferred avenue to achieve these goals.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increased use of ambulance services.The increased availability of specialized treatment healthcare facilities, nursing homes and home care have contributed
to greater demand for non-emergency ambulance services.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Business Segments

We have four regional reporting segments that correspond with the manner in which the associated operations are managed and evaluated by our chief operating decision
maker. Although some of our operations do not align with our segments geographic designation, all operations have been structured to capitalize on managements strengths. These segments comprise operations within the following areas:



|             |  |                                                                                                                                                                    
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Segment      |  | States                                                                                                                                                             
|Mid-Atlantic |  | New York, Northern Ohio                                                                                                                                            
|             | 
|South        |  | Alabama, Florida (fire), Georgia, Indiana, Kentucky, Louisiana, Mississippi, Missouri, New Jersey, North Dakota, Oregon (fire), Southern Ohio, Tennessee, Wisconsin
|             | 
|Southwest    |  | Arizona                                                                                                                                                            
|             | 
|West         |  | California, Central Florida (ambulance), Colorado, Nebraska, Oregon (ambulance), South Dakota, Utah, Washington                                                    

Each reporting segment provides ambulance services while the Companys other services are predominately in
the South and Southwest segments.

Ambulance Services

We generally provide two primary levels of ambulance servicesAdvanced Life Support (ALS) and Basic Life Support (BLS). We staff our ALS ambulances with either two paramedics or one paramedic and one Emergency
Medical Technician (EMT) and equip them with ALS equipment (such as cardiac monitors/defibrillators, advanced airway management equipment and oxygen delivery systems) as well as pharmaceuticals and medical supplies. We staff our BLS
ambulances with two EMTs and equip them with medical supplies and equipment necessary to administer first aid and basic medical treatment. Ambulance services encompass both emergency response and non-emergency response services, including critical
care, inter-facility and to a lesser extent wheelchair transports.

Emergency Response Services

We provide emergency response services under long-term, exclusive contracts with counties, municipalities, fire districts and other governmental agencies. Our agreements
typically require that we respond to all emergency calls in a designated area within a specified response time.



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None of these contracts accounted for more than 10% of our annual net revenue during fiscal 2009, 2008 or 2007. These
contracts, which are similar to licenses, grant us the right to provide emergency ambulance services. The contracts typically specify rates that we may charge and set forth performance criteria, such as response times, staffing levels, types of
vehicles and equipment, quality assurance, indemnity and insurance coverage. The rates we may charge under a contract for emergency ambulance services depend largely on:



| |  |  | patient mix;
| | - |  | ------------



| |  |  | the nature of services rendered; and
| | - |  | ------------------------------------



| |  |  | any federal, state or county authority to regulate rates.
| | - |  | ---------------------------------------------------------

Counties, fire districts and municipalities award emergency ambulance service contracts through a competitive bidding process. Generally, our emergency contracts extend for three to five years for the initial term with options for earned
extensions of one to three years thereafter. In some instances in which we are the incumbent provider, the county or municipality may elect to renegotiate our existing contract rather than re-bid the contract at the end of any earned extensions.

Under the majority of our contracts, the local fire department is the first responder to an emergency scene. In these situations, the fire department
begins stabilization of the patient. Upon arrival, our crew members deploy portable life support equipment, ascertain the patients medical condition and, if required, administer ALS interventions, including tracheal intubation, cardiac
monitoring, defibrillation of certain cardiac dysrhythmias and the administration of medications and intravenous solutions under the direction of a physician. The crew also may perform BLS services, including cardiopulmonary resuscitation, basic
airway management and basic first aid. As soon as medically appropriate, the patient is placed on a portable gurney and transferred into the ambulance. While one crew member monitors and treats the patient, the other crew member drives the ambulance
to a hospital designated either by the patient or applicable medical protocol. While on scene or en route, the ambulance crew alerts the hospital regarding the patients medical condition and, if necessary, the attending ambulance crew member
consults an emergency physician as to treatment. Upon arrival at the hospital, the patient generally is taken to the emergency department where care is transferred to the emergency department staff.

We provide emergency ambulance services on a fee-for-service basis and record revenue based on the level of medical service we provide. Additionally, our fee-for service
revenue may be supplemented by the communities we serve in the form of a subsidy, which further supports the level of medical services we provide.

Non-Emergency Response Services

We provide non-emergency response services and critical care transfers, preferably as a preferred
provider, with healthcare facilities, hospitals, nursing homes and other specialty care providers or at the request of a patient. These services are typically managed by the facility discharge planners, nurses or physicians who are responsible for
requesting ambulance services. Non-emergency medical transportation services may be scheduled in advance or provided on an as-needed basis. Quality of service, reliability and name recognition are critical factors in obtaining non-emergency
business.

We utilize either ALS or BLS ambulance units to provide non-emergency ambulance services, depending on the patients medical condition, to
and from residences, hospitals, nursing homes, long-term care centers and other healthcare facilities. These services may be provided when a home-bound patient requires examination or treatment at a healthcare facility or when a hospital patient
requires tests or treatments, dialysis and chemotherapy at another facility. These services are administered by an EMT or paramedic.

We also provide
critical care transfer services 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 or BLS services
in that the ambulance may be equipped with additional medical equipment and may be staffed by a medical specialist provided by us or by a healthcare facility. Staffing may also include registered nurses, respiratory therapists, neo-natal nurse
specialists and/or specially trained paramedics.



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Other Services

We provide subscription fire protection services to residential and commercial property owners in emerging communities or unincorporated areas where neither a public sector nor volunteer fire department operates. We also provide such
services to industrial sites, airports and other self-contained facilities on a national basis. In addition, we provide other services such as home health care services and protection services on a limited basis.

Billing and Collections

We maintain five billing processing
centers across the United States and a centralized self-pay collection center. We receive payment for our services from third-party payers, including federal and state government-funded programs primarily under Medicare and Medicaid, commercial
insurance companies, individual patients and to a lesser extent, community subsidies. See Regulatory MattersMedicare, Medicaid and Other Government Reimbursement Programs.

We have substantial experience in processing claims to third-party payers and employ a billing staff trained in third-party coverage and reimbursement procedures. Our
integrated billing and collection system tailors the submission of claims to Medicare, Medicaid and other third-party payers and has the capability to electronically submit claims to the extent third-party payers systems permit. The system
also provides for tracking of accounts receivable and status pending payment. In addition, the self-pay collection center utilizes an automated predictive dialer that pre-selects and dials accounts based on their status within the billing and
collection cycle. We believe the automated predictive dialer enhances the efficiency of the collection staff.

Companies in the ambulance service industry
may experience significant levels of uncompensated care compared to companies in other segments of the healthcare industry. Collection of complete and accurate patient billing information during an emergency service call is sometimes difficult, and
incomplete information hinders post-service collection efforts. Uncompensated care generally is higher with respect to revenue derived directly from patients than for revenue derived from third-party payers, and generally is higher for services
resulting from emergency calls than for non-emergency response requests. See Risk Factors in Item 1A of this Report.

We seek to offset
changes in reimbursement by requesting increases in the rates we are permitted to charge for transport services from the communities we serve. In response, these communities may permit us to increase rates for ambulance services from patients and
their third-party payers in order to ensure the maintenance of required community-wide emergency response services. While these rate increases do not result in higher payments from Medicare and certain other public or private payers, overall they
increase our net revenue.

Additionally, in an effort to offset the cost of uncompensated care, we will negotiate subsidies with communities whose payer
mix reflects a higher level of self-pay individuals. These subsidies, which are included in net revenue from continuing operations, totaled $10.3 million, $12.0 million and $9.2 million for fiscal years ended June 30, 2009, 2008 and 2007,
respectively.

The table below presents the approximate percentages of our ambulance services net revenue from each of the following sources:



|                                     |  |                                                                         |   |  |       |   |  |       |  
|------------------------------------ |  | ----------------------------------------------------------------------- | - |  | ----- | - |  | ----- | -
|                                     |  | Percentage of ambulance services net revenuefor the year ended June 30, |  
|                                     |  | 2009                                                                    |   |  | 2008  |   |  | 2007  |  
|Medicare                             |  | 40.7                                                                    | % |  | 37.9  | % |  | 38.2  | %
|Medicaid                             |  | 14.2                                                                    | % |  | 12.9  | % |  | 12.8  | %
|Commercial insurance                 |  | 37.9                                                                    | % |  | 41.0  | % |  | 40.9  | %
|Self-pay                             |  | 1.4                                                                     | % |  | 1.9   | % |  | 2.2   | %
|Fees/subsidies                       |  | 5.8                                                                     | % |  | 6.3   | % |  | 5.9   | %
|                                     |  |                                                                         |   |  |       |   |  |       |  
|Total ambulance services net revenue |  | 100.0                                                                   | % |  | 100.0 | % |  | 100.0 | %
|                                     |  |                                                                         |   |  |       |   |  |       |  



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Medical Personnel and Quality Assurance

As of June 30, 2009, approximately 71% of our 7,922 employees are emergency care professionals, including paramedics and EMTs. Paramedics and EMTs must be state certified to transport patients and perform
emergency care services. Certification as an EMT requires completion of a minimum of 164 hours of training in a program designated by the U.S. Department of Transportation and supervised by state authorities. Upon completion of the EMT program,
state-certified EMTs are eligible to participate in a state-certified paramedic training program. The paramedic program includes training in advanced life support and assessment skills such as administration of intravenous fluids, advanced airway
management, pharmacology, cardiology and other clinical skills. Paramedics and EMTs must complete continuing education programs and, in some cases, state-supervised refresher training examinations to maintain their certifications. Certification and
continuing education requirements for paramedics and EMTs vary among states and counties.

In most communities, local physician advisory boards and medical
directors develop medical protocols to be followed by paramedics and EMTs in our service areas. When necessary, instructions are conveyed on a case-by-case basis through direct communications between the ambulance crew and hospital emergency room
physicians during the administration of advanced life support procedures.

As part of our ongoing commitment to provide high quality medical care, we
retain physicians associated with the hospitals we serve to monitor adherence to medical protocols.

We are a member of a number of professional
organizations, such as the American Ambulance Association, National Emergency Number Association, International Association of Fire Chiefs and National Association of EMS Physicians. In addition, we also are involved in the Commission on
Accreditation of Ambulance Services (CAAS), the National Registry of Emergency Medical Technicians and the National Fire Protection Association. Also, many of our employees are members of the National Association of EMTs, National
Association of EMS Educators and other industry organizations.

Our commitment to quality is reflected in the fact that eight of our operations across the
country are accredited by CAAS. CAAS is a joint program between the American Ambulance Association and the American College of Emergency Physicians. The accreditation process is voluntary and evaluates numerous qualitative factors in the delivery of
services.

Dispatch and Communications

Our
communication centers utilize sophisticated communications systems to direct ambulance deployment and utilization 24 hours a day, seven days a week. We communicate with our vehicles over dedicated radio frequencies licensed by the Federal
Communications Commission. We use system status plans and flexible deployment systems to position our ambulances within a designated service area because effective fleet deployment represents a key factor in reducing response times and efficiently
using our resources. We analyze data on traffic patterns, demographics, usage frequency and other factors to determine optimal ambulance deployment and selection through the use of our computer-aided dispatch systems. The center that controls the
deployment and dispatch of ambulances in response to emergency medical calls may be owned and operated either by the applicable county or municipality or by us.

Emergency Response

Depending on the emergency medical dispatch system used in a designated service area, the public authority that
receives emergency medical calls either dispatches our ambulances directly from the public communication center or communicates information regarding the location and type of medical emergency to our communication center, which in turn dispatches
ambulances to the scene. While the ambulance is en route to the scene, the emergency medical team receives information concerning the patients condition. Also, in many operations across the country, we use automated vehicle locator technology
in the vehicles to enhance our dispatch system.



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Our communication systems allow the ambulance crew to communicate directly with the destination hospital to alert hospital medical personnel of the arrival
of the patient and the patients condition and to receive instructions directly from emergency department personnel on specific pre-hospital medical treatment. These systems also facilitate coordination with other emergency service providers,
such as the appropriate police and fire departments that also may be responding to a call.

Non-Emergency Response

Requests for non-emergency ambulance services are made by physicians, nurses, case managers and hospital discharge coordinators who require reliable ambulance arrival at
the prescheduled pick-up time. We also offer online, web-enabled ambulance services ordering to certain facilities. We implement system status plans for these services designed to ensure appropriate response times to non-emergency calls and
extensive customer service models, based on patient medical condition, level of care and specialized equipment to enable our communications centers to meet the needs of our customers.

Management Information Systems

We support our operations with integrated information systems that allow standardized
procedures and training to effectively monitor billing and collection processes and financial support functions. We have three primary technology systems which we believe enhance our operations: a nationwide integrated billing system designed to
maximize the billing and collections process; internet-based scheduling software designed to minimize unscheduled overtime among field personnel and maximize efficiencies in crew staffing; and an electronic patient care report (ePCR)
system designed to enhance and expedite the process of capturing complete clinical patient data, and to electronically transmit this data to the billing system.

Business Development

We primarily utilize our Division General Managers, Market General Managers, Marketing Directors and EMS Healthcare
Account Executives in our sales and marketing efforts. Division General Managers have overall responsibility, while Market General Managers, Marketing Directors and EMS Healthcare Account Executives are responsible for daily interaction with our
various customer constituencies, ranging from governing authorities that oversee emergency ambulance contracts to regional and local healthcare and nursing facilities.

We respond to requests for proposals that include demographics information of the community, a facilities response time requirement, vehicle and equipment requirements, length of contract, personnel training
requirement, selection criteria and performance guarantee requirements. In evaluating whether we will respond to a request for proposal, we consider all aspects of the potential contract through a financial and operational framework to ensure
achievement of internal performance thresholds.

Risk Management

We have consistently placed workplace health and safety among our highest priorities. We train and educate all emergency response personnel about our safety programs including, among others, emergency vehicle
operations, medical protocols, use of equipment and patient focused care and advocacy. Our safety training also involves continuing education programs and safety awareness campaigns.

Our safety and risk management team develop and execute strategic initiatives focused on mitigating the factors that drive losses in our operations. We promptly investigate and respond to all incidents that we believe
may result in a claim. Operations supervisors promptly submit documentation of such incidents to the third-party administrator handling the claim. We have a dedicated liability unit with our third-party administrator, which actively engages with our
staff to gain valuable information for tracking and closure of claims. This information is maintained in a database and is an important resource that we use to identify trends and develop future safety initiatives.



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Our driver development program is based on a nationally recognized drivers training program for emergency services
vehicle operators endorsed by the National Safety Council. Our driver program combines classroom and field training and its curriculum includes instruction on staging, proper inspection of vehicles and driving in emergency situations.

We utilize an on-board monitoring system that measures operator performance against our safe driving standards. The system is designed to capture digital images and
audio files of any driving performance that is outside of acceptable protocols, including excessive speed, unsafe turns and rapid stops.

Competition

Emergency Services

Our primary competitors
are fire departments, which traditionally act as the first responder during emergencies and in many communities will provide the on-scene emergency medical care and pre-hospital ambulance transport. In addition to fire departments, our largest
national competitor is American Medical Response, a subsidiary of Emergency Medical Services Corporation. Other private provider competitors include hospitals or other healthcare organizations, mid-size regional ambulance companies and locally owned
operators that principally serve the non-emergency, inter-facility transport market.

Competition in the emergency services industry is primarily based on:



| |  |  | Quality of patient care, which is driven by highly trained and motivated EMTs and paramedics;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | Meeting contracted emergency response time;
| | - |  | -------------------------------------------



| |  |  | Cooperation with municipal safety systems including fire and police departments; and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | Effective billing and collection practices that support long-term financial viability.
| | - |  | --------------------------------------------------------------------------------------

Non-Emergency Services

Our competitors for non-emergency
transportation services consist primarily of other private providers and hospital-based ambulance providers. In certain of our markets, these providers may include one or more national, regional or local hospital ambulance companies.

A portion of our non-emergency transportation services are provided under preferred provider agreements with a variety of healthcare systems, hospitals, nursing homes,
other medical facilities, and health maintenance organizations. The balance of our non-emergency transportation business is earned through effective marketing of our services to non-contracted facilities that utilize multiple transport providers.

Competition in the non-emergency services industry is primarily based on:



| |  |  | Quality of patient care, which is driven by highly trained and motivated EMTs and paramedics;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | Pre-scheduled response time reliability; and
| | - |  | --------------------------------------------



| |  |  | Community name recognition.
| | - |  | ---------------------------

Insurance

Workers Compensation. We have per-occurrence, self-insured retention for the policy periods that cover May 2005 through April 2010. Our
aggregate retention limit for those periods is unlimited. For the policy periods May 2002 through May 2005, we purchased a first dollar program with a retrospectively rated endorsement whereby the related premiums are subject to adjustment at
certain intervals based on subsequent review of actual losses incurred as well as payroll amounts. For policy years prior to May 2002, our policies also included a per-occurrence retention with no annual aggregate limit.



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General and Auto Liability. We have per occurrence and aggregate self-insured retention limits for the policy
periods that cover June 2005 through June 2010. In addition, we have an umbrella policy that provides excess coverage over the stated limits. For policy years prior to June 2005, we also have self-insured retentions with varying levels of coverage
based on the applicable policy year.

Employees

The
following is a breakdown of our employees by job classification as of June 30, 2009:



|              |  |           |  |           |  |      
|------------- |  | --------- |  | --------- |  | -----
|              |  | Employees
|              |  | Full-time |  | Part-time |  | Total
|Paramedics    |  | 1,149     |  | 635       |  | 1,784
|EMTs          |  | 2,036     |  | 921       |  | 2,957
|Fire Fighters |  | 658       |  | 237       |  | 895  
|Other         |  | 1,889     |  | 397       |  | 2,286
|              |  |           |  |           |  |      
|              |  | 5,732     |  | 2,190     |  | 7,922
|              |  |           |  |           |  |      

Approximately 42% of our employees are covered by one or more of 22 collective bargaining agreements as of
June 30, 2009. Ten of these agreements, covering 2,130 employees, are subject to renegotiation in fiscal 2010. We believe we have a good relationship with our employees and have never experienced any union-related work stoppage.

Competitive Strengths

We believe the following competitive strengths
have positioned our Company to capitalize on the positive trends occurring in the medical ambulance services industry, including the following:

Leading
Emergency Ambulance Services Provider. We are a leading provider of emergency and non-emergency medical ambulance services in the United States with a 61-year operating history. Our core business is focused on ambulance services and the delivery
of high-quality care to the patients and communities that we serve. We believe this long-standing record of consistently meeting or exceeding customer and patient care expectations, along with our proven flexibility in working with customers to
develop business partnerships to meet both parties economic and service needs, support our ability to win new market contracts and maintain high renewal rates on existing contracts.

Broad Geographic Presence.We believe our national geographic presence provides an advantage in the competitive bidding process over local or regional medical
ambulance providers due to our national name recognition and our ability to reference other large, well-known cities as existing contract referrals. Additionally, our ability to draw from a broad base of national resources provides leverage and
efficiencies that benefit the effectiveness of our operations.

Strong Customer Relationships.We believe our long-standing history of exceptional
customer service provides the foundation for strong customer relationships. Our record of contract retention and established relationships with key customers in the cities, counties, fire departments, and hospital systems we serve provide a
competitive advantage in our efforts to win new contracts and grow existing markets.

Experienced Management Team.We believe the disciplined
approach of our senior management team is a key reason that we continue to win new contracts and renewals of existing contracts. This disciplined approach also enhances our ability to effect cost containment initiatives. Our senior management team
is supported by 18 front-line division general managers who have an average of 24 years of ambulance services industry experience. A significant portion of our senior management compensation is incentive-based, tying cash bonuses to achieving
financial and operational goals.



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Commitment to Technology Advancements.We are committed to enhancing our service model, developing operating
efficiencies, and improving financial performance through the development and implementation of industry-leading technology. Our proprietary billing and collections system, ePCR system, and DriveCam technology aboard our ambulances are examples of
the investments we have made to further strengthen our business and set us apart from our competitors.

Business Strategy

Increase Revenue through Winning New Emergency Contracts.We believe our proven track record of high-quality patient care, meeting and exceeding contract
expectations and progressive public/private partnering arrangements aimed at assisting communities to acheive their cost structure goals, creates opportunities for us to increase revenue by winning competitive bids.

Increase Revenue within Existing Service Areas.We believe in areas where we are the existing emergency ambulance provider we can leverage our community name
recognition and visibility to gain preferred provider status with local hospital systems, nursing homes and other healthcare facilities to expand our non-emergency ambulance services. This strategy allows us to recognize operational efficiencies and
effectively leverage our work force, fleet and communications centers.

Invest in Technology to Improve Operating Efficiencies.We will continue to
invest in technologies to improve patient care and improve billing efficiencies to increase profitability, including the following specific initiatives:



| |  |  | Integrated Billing System.We have developed an integrated ambulance billing and collections system that is operated from a single, nationwide platform and
allows for standardized procedures and training, thereby minimizing duplication and maximizing collections. This information technology is designed to improve our ability to collect outstanding claims on a timely basis.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Electronic Patient Care Reporting System.We are actively deploying a fully integrated ePCR system designed to enhance and expedite the process of capturing
clinical patient data, electronically transferring the data to our billing system and submitting claims for reimbursement of our ambulance services. Upon completion of implementation, electronic patient care reports will replace paper patient care
reports and provide ambulance crews with clinical flow charts to fully document each patient assessment and procedure performed.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Regulatory Matters

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

Medicare, Medicaid and Other Government Reimbursement Programs. We derive a significant portion of our revenue from
services rendered to beneficiaries of Medicare, Medicaid and other government-sponsored healthcare programs. To participate in these programs, we must comply with stringent and often complex enrollment and reimbursement requirements of federal and
state agencies. We are subject to governmental reviews and audits, which can and do result in retroactive adjustments to amounts previously reimbursed under these programs. In addition, these programs are subject to statutory and regulatory changes,
administrative rulings, interpretations and determinations, all of which could materially increase or decrease the payments we receive for our services and affect our cost of providing these services. In recent years, Congress has consistently
attempted to curb federal spending on such reimbursement programs.

Typically, reimbursement is conditioned on our providing the correct procedure and
service level codes and properly documenting both the service itself and the medical necessity for the service. Incorrect or incomplete



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documentation and billing information, or the incorrect selection of codes for the level of service provided, could result in non-payment or delayed payment
for services rendered or lead to allegations of billing fraud. Moreover, governmental third-party payers may disallow, in whole or in part, requests for reimbursement based on determinations that certain services are not covered, the services
provided were not medically necessary, there was a lack of sufficient supporting documentation, or for other reasons. Retroactive adjustments, recoupments or refund demands may change amounts realized from governmental third party payers. Additional
factors that could complicate our billing to these programs include:



| |  |  | Disputes between payers as to which party is responsible for payment;
| | - |  | ---------------------------------------------------------------------



| |  |  | Difficulty of adhering to specific compliance requirements, service level coding and various other procedures mandated by the government, and,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Difficulty or inability to obtain proper physician certification and documentation supporting medical necessity.
| | - |  | ----------------------------------------------------------------------------------------------------------------

Delays and uncertainties in the reimbursement process adversely affect our balance of accounts receivable, increase the overall cost of collection, and may adversely
affect our working capital and cause us to incur additional borrowing costs. Unfavorable resolutions of pending or future regulatory reviews or investigations either individually or in the aggregate, could have a material adverse effect on our
business, financial condition and results of operations. See Item 1A, Risk FactorsRisks Related to the Healthcare Industry.

We
establish gross ambulance services contra revenue allowances, defined as allowances for discounts applicable to Medicare, Medicaid and other third-party payers and uncompensated care based on credit risk applicable to certain types of payers,
historical trends, and other relevant information. We review our gross ambulance services contra revenue allowances on an ongoing basis and may increase or decrease such allowances from time to time, including in those instances when we determine
that the level of effort and cost of collection of certain accounts receivable is unacceptable.

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

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



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With the passage of the Medicare Modernization Act in 2003, temporary modifications were made to the original phase-in of
the ambulance fee schedule in order to mitigate decreases in reimbursement in some regions caused by the Final Rule. The Medicare Modernization Act established regional fee schedules based on historic costs in each region. Effective July 1,
2004, in those regions where the regional fee schedule exceeds the national fee schedule, the regional fee schedule is blended with the national fee schedule on a temporary basis, until January 1, 2010. In addition to the national fee schedule
change, the Medicare Modernization Act included other provisions for additional reimbursement for ambulance transport services provided to Medicare patients.

On July 15, 2008, Congress enacted the Medicare Improvements for Patients and Providers Act of 2008, or MIPPA, resulting in, among other things, an increase in the ambulance fee schedule for both urban and rural ground ambulance
services for a period of 18 months. Under MIPPA, the Medicare rate increases of 2% for urban area transports and 3% for rural area transports will apply retroactively from July 1, 2008 to December 31, 2009. According to the American
Ambulance Association, the increase to the ambulance fee schedule under MIPPA will provide a total of approximately $170 million in Medicare rate relief to the ambulance industry nationwide. Earlier in 2009, legislation was introduced in Congress
that would permanently increase to 6% the rate of increase in the fee schedule for ground ambulance services furnished on or after January 1, 2010 in rural and urban areas. This legislation, known as the Medicare Ambulance Access Preservation
Act of 2009, would offset reductions in payments from the loss of the current temporary Medicare ambulance relief provisions. Congress has not yet voted upon the Medicare Ambulance Access Preservation Act of 2009. Additionally, there will be no
change to the Ambulance Inflation Factor for calendar 2010, which is based on the Bureau of Labor Statistics calculation of the consumer price index. We cannot predict whether this legislation will be passed into law, whether Congress will make
further refinements and technical corrections to the law or pass a new cost containment statute in a manner and in a form that could adversely impact our business.

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

Managed Care. The health care industry has experienced substantial changes in recent years, particularly in the area of payment for health care services. In
response to the continued growth of the cost of health care, various methods have been adopted by third party payers, including the government, to control, or manage, the cost of health care services. These methods of control have been referred to
as managed care. A more recent cost control trend involves placing more of the up front financial risk for health care services on the patient, a trend that has been referred to as consumer directed care. We anticipate that the continued growth of
managed care and consumer directed care will result in efforts to either control the rate of increase in, or decrease the amount of reimbursement for, various health care services, as well as increasing the costs of collection. Although we
continually work to refine our operations to adjust to the impact of managed care and consumer directed care, no assurance can be given that we will prosper in the rapidly changing health care environment.

Paramedic Intercepts.Medicare regulations permit ambulance transport providers to subcontract with other organizations for paramedic services. Generally, only
the transport provider may bill Medicare, and the paramedic services subcontractor must receive any payment to which it is entitled from that provider. Based on these rules, in some jurisdictions we have established paramedic intercept
arrangements in which we may provide paramedic services to a municipal or volunteer transport provider. Although we believe we currently have procedures in place to assure that we do not bill Medicare directly for paramedic intercept services we
provide (except in jurisdictions where specifically permitted), we can make no assurances that enforcement agencies will not find that we have failed to comply with these requirements.



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Patient Signatures.Medicare regulations require that providers obtain the signature of the patient or, in certain
circumstances if the patient is unable to provide a signature, the signature of a qualified representative, prior to submitting a claim for payment from Medicare. In the past, an exception existed for situations where it was not reasonably possible
to obtain a patient or representative signature, provided that the reason for the exception was clearly documented. This exception has historically been interpreted as applying to both emergency and non-emergency transports. Effective
January 1, 2008, these regulations were revised and reinterpreted by CMS to limit this exception to emergency transports, provided the ambulance company obtains the appropriate documentation from that facility and maintains certain other
documentation. Effective January 1, 2009, this exception was revised to again apply to non-emergency transports. In the event CMS further revises Medicare regulations regarding signature requirements it may exacerbate the difficulty ambulance
providers have historically had in complying with the patient signature requirements, and could adversely impact our cash flow because of the delays that may occur in obtaining necessary signatures. Although we believe we currently have procedures
in place to assure that current signature requirements are met, we can make no assurances that enforcement agencies will not find that we have failed to comply with these requirements or any future requirements.

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

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

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

Federal False Claims Act

We are subject to the Federal False Claims Act that provides, in part, that the federal government may bring a lawsuit against any person whom it believes has knowingly or recklessly presented, or caused to be presented, a false or
fraudulent request for payment from the federal government, or who has made a false statement or used a



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false record to obtain a claim reimbursement. In addition, private parties may initiate qui tamwhistleblower lawsuits against any person
or entity under the False Claims Act in the name of the government and share in the proceeds of the lawsuit. Penalties for False Claim Act violations include fines ranging from $5,500 to $11,000 for each false claim, plus up to three times the
amount of damages sustained by the federal government and, most critically, may provide the basis for exclusion from the federally funded healthcare program. On May 20, 2009, President Obama signed into law the Fraud Enforcement Recovery Act of
2009, or the FERA, which modifies and clarifies certain provisions of the False Claims Act. In part, the FERA amends the False Claims Act such that the False Claims Act penalties may now apply to any person, including an organization that does not
contract directly with the government, who knowingly makes, uses or causes to be made or used, a false record or statement material to a false or fraudulent claim paid in part by the federal government. The government and some courts have taken the
position that claims presented in violation of the various statutes, including the Federal Anti-Kickback Statute, described below, can be considered a violation of the Federal False Claims Act based on the contention that a provider certified
compliance with all applicable laws, regulations and other rules when submitting claims for reimbursement. Although we intend and endeavor to conduct our business in compliance with all applicable fraud and abuse laws, we cannot ensure that our
arrangements or business practices will not be subject to government scrutiny or be found to violate applicable fraud and abuse laws.

Federal
Anti-Kickback Statute

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

We have taken advantage of the
advisory opinion process, and utilized a number of advisory opinions that have addressed issues that relate to our operations, such as discounted ambulance services being provided to skilled nursing facilities, patient co-payment responsibilities
and ambulance restocking arrangements. In a number of these advisory opinions, the government concluded that such arrangements could be problematic if the requisite intent were present. Although advisory opinions are binding only on the DHHS and the
requesting party or parties, when new advisory opinions are issued, regardless of the requestor, we review them and their application to our operations as part of our ongoing corporate compliance program and endeavor to make appropriate changes
where we perceive the need to do so.

The OIG has also addressed potential violations of the Anti-Kickback Statute (as well as other risk areas) in its
Compliance Program Guidance for Ambulance Suppliers. In addition to discount arrangements with health facilities, the OIG notes that arrangements between local governmental agencies that control emergency patient referrals and ambulance companies
which receive such referrals may violate the Anti-Kickback Statute if the ambulance companies provide inappropriate remuneration in exchange for such referrals. Although we believe



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we have structured our arrangements with local agencies in a manner which complies with the Anti-Kickback Statute, we cannot assure you that enforcement
agencies will not find that some of those arrangements violate that statute.

Health Insurance Portability and Accountability Act of 1996
(HIPAA)

The HIPAA privacy requirements contain detailed requirements regarding the use and disclosure of individually identifiable health
information. Improper use or disclosure of identifiable health information covered by the HIPAA privacy regulations can result in civil and criminal penalties.

Under HIPAA, the there are additional provisions, which if not complied with, could have an impact on our business: Healthcare Fraud and False Statements Relating to Healthcare Matters. The Healthcare Fraud provision
prohibits knowingly and recklessly executing a scheme or artifice to defraud any healthcare benefit program, including private payers. A violation of this provision is a felony and may result in fines, imprisonment and/or exclusion from
government-sponsored programs. The False Statements Relating to Healthcare Matters provision prohibits knowingly and willfully falsifying, concealing or covering up a material fact by any trick, scheme or device or making any materially false,
fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. A violation of this provision is a felony and may result in fines and/or imprisonment. Additionally, under HIPAA, any entity
that induces or attempts to induce a Medicare or Medicaid beneficiarys selection of a particular supplier of Medicare or Medicaid payable services through, among others, waiver of copayments and deductible amounts, or providing items or
services for free or for other than fair market value, may be liable for civil monetary penalties of up to $10,000 for each wrongful act. Although we intend and endeavor to conduct our business in compliance with all applicable fraud and abuse laws,
we cannot ensure that our arrangements or business practices will not be subject to government scrutiny or be found to violate applicable fraud and abuse laws.

Title XIII of the American Recovery & Reinvestment Act of 2009, known as the Health Information Technology for Economic and Clinical Health Act, or the HITECH Act, makes significant changes to HIPAA, and greatly expands HIPAA
obligations of covered entities and business associates. Such changes include new notification requirements, enforcement expansion and increased penalties and compensation for harmed individuals. Civil penalties now range from $100 to $50,000 per
violation, and are capped at $25,000 to $1.5 million for all violations of a single requirement in a calendar year. The severity of penalties are based on a tiered structure based upon the cause of the violation and the violating partys level
of knowledge.

Fair Debt Collection Practices Act

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

Other
Governmental Regulations

Our business is also subject to other governmental regulations at the federal, state and local levels. The federal government
recommends standards for ambulance design and construction, medical training curricula, designation of appropriate trauma facilities and regulates our radio licenses. Various state agencies may modify these standards or require additional or more
stringent standards.

Additionally, each state where we operate regulates various aspects of ambulance businesses. These regulations may vary widely from
state to state. State requirements govern the licensing or certification of ambulance service providers, training and certification of medical personnel, the scope of services that may be provided by medical



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personnel, staffing requirements, medical control, medical procedures, communication systems, vehicles and equipment. State or local government regulations
or administrative policies regulate rate structures in certain states in which we conduct medical transportation operations. The process of determining rates includes cost reviews, analyses of levels of reimbursement from all sources and
determination of reasonable profits. In certain service areas in which we are the exclusive provider of services, the municipality or fire district regulates the rates for emergency medical transportation services pursuant to a master contract, as
well as establishes the rates for non-emergency medical ambulance services that we are permitted to charge.

Applicable federal, state and local laws and
regulations are subject to change. We believe we are in compliance in all material respects with applicable regulatory requirements. These regulatory requirements, however, may require us in the future to increase our capital and operating
expenditures in order to maintain current operations or initiate new operations. See Risk Factors in Item 1A of this Annual Report.

Corporate Compliance Program

In an effort to monitor our compliance with applicable federal and state laws and regulations, we have
developed a program to support the maintenance of high standards of conduct in the operation of our business and to implement policies and procedures that our promote compliance with all applicable laws, regulations and company policies. The
programs focus is to prevent, detect and mitigate regulatory compliance risks. We strive to achieve this mission through:



| |  |  | providing guidance, education and proper controls based on the regulatory risks associated with our business model and strategic plan;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | providing training;
| | - |  | -------------------



| |  |  | conducting internal audits;
| | - |  | ---------------------------



| |  |  | resolving regulatory matters; and,
| | - |  | ----------------------------------



| |  |  | enhancing the ethical culture and leadership of the organization.
| | - |  | -----------------------------------------------------------------

Our compliance program has been structured in accordance with the guidance provided by the OIG of the DHHS. The primary recommended standards, all of which we have implemented, include:



| |  |  | formal policies and written procedures;
| | - |  | ---------------------------------------



| |  |  | designation of a Compliance Committee and Compliance Officer;
| | - |  | -------------------------------------------------------------



| |  |  | education and training programs;
| | - |  | --------------------------------



| |  |  | internal monitoring and reviews;
| | - |  | --------------------------------



| |  |  | responding appropriately to alleged misconduct;
| | - |  | -----------------------------------------------



| |  |  | open lines of communication; and,
| | - |  | ---------------------------------



| |  |  | discipline and accountability.
| | - |  | ------------------------------

The compliance
program is based on the overall goal of promoting a culture that encourages employees to conduct activities with integrity, dignity and care for those we serve. Our compliance program examines compliance with various policies and regulations on a
sample basis. While we believe that such an approach reflects a reasonable and accepted approach that is consistent with industry practice, we cannot ensure that our program will detect and rectify all compliance issues in all service areas and for
all time periods.

Available Information

Our annual,
quarterly and current reports, proxy statements and other information, including the amendments to those reports, are available, without charge, on our website, www.ruralmetro.com, as soon as reasonably practicable after they are filed
electronically with the Securities and Exchange Commission (SEC). In addition, our SEC filings are available over the internet at the SECs website at http://www.sec.gov.



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You may also read and copy any document that we file at the SECs public reference room at:

Public Reference Room

100 F Street, N.E.

Washington, D.C. 20549

1-800-SEC-0330

Please call the SEC at 1-800-SEC-0330 for more information on the public reference room and their copy charges. Copies of our key
governance documents, code of ethics, and charters of our audit, compensation and corporate governance committees are also available on our website.

Information contained on our website is not part of this Annual Report and is not incorporated in this Annual Report by reference.



|ITEM 1A. | Risk Factors
|-------- | ------------

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

Risks Related to Our Business

Our results of operations
and growth could be adversely affected if we lose existing contracts or fail to renew existing contracts on favorable terms.

A significant portion
of our growth historically has resulted from increases in the number of emergency and non-emergency transports under our existing contracts with municipalities, counties and fire districts to provide emergency and other services. Substantially all
of our net revenue for fiscal year 2009 was generated under existing contracts. Our contracts generally range from three to five years in length. Most of our contracts are terminable by either party upon notice of as little as 30 days. Further,
certain of our contracts expire during each fiscal period, and we may further be required to seek renewal of certain of these contracts through a formal bidding process that often requires written responses to a Request for Proposal
(RFP). Even if any of our contracts are renewed, a renewal contract may contain terms that are not as favorable to us as the terms of our current contract. We cannot assure you that we will be successful in retaining or renewing our
existing contracts or that the loss or renewal terms of contracts would not have a material adverse effect on us. There is also no assurance that we will experience growth in the number of transports under our existing contracts.

We are subject to decreases in our revenue as a result of changes in payer mix.

We are subject to risks related to changes in the mix of insured versus uninsured patients that receive our medical services. If our mix of uninsured patients to insured patients increases, we may be adversely
affected because we have greater difficulty recovering our full fees for services rendered to uninsured patients. Our credit risk related to services provided to uninsured individuals is exacerbated because communities are required to provide
emergency response services regardless of an individuals ability to pay. We also believe uninsured patients are more likely to dial 911 to seek care for minor conditions because they frequently do not have a primary care physician with whom to
consult. An increase in individuals utilizing our services that do not have an ability to pay could materially and adversely affect our results of operations. The current economic downturn has resulted in rising unemployment, which may result in a
higher number of uninsured individuals and individuals that do not have the ability to pay our standard rates.



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The cost of our services is funded substantially by government and private insurance programs. If this funding is
reduced or becomes limited or unavailable to our customers, our business may be adversely impacted.

The current economic downturn could result in
increased budget pressures and reductions in government spending. Such budget pressures and reductions in spending may negatively impact contract retention and renewal with governmental entities, and may also result in a reduction in Medicaid
reimbursement and covered services in an attempt to contain Medicaid costs. Furthermore, as a result of the economic downturn, third-party payers, including Medicare, Medicaid and private health insurance providers are increasingly challenging
amounts paid for healthcare-related services. We cannot assure you that reimbursement will be available or that payers reimbursement policies will not have a material adverse effect on our ability to provide our services on a profitable basis,
if at all.

We are in a highly competitive industry; if we do not compete effectively, we could lose business or fail to grow.

The market for providing ambulance services to counties, municipalities, fire districts and hospitals and other healthcare providers is highly competitive. We compete to
provide ambulance services with governmental entities, hospitals, local and volunteer and private providers, including national providers such as American Medical Response. In many communities, our primary competitor in providing ambulance service
is the local fire department, which in many cases has traditionally acted as first responder during emergencies and has been able to expand its scope of services to include emergency ambulance transports. In order to compete successfully, we must
make continuing investments in our fleet, facilities and operating systems.

Some of our current competitors and certain potential competitors may have
access to greater capital and other resources than we do. Counties, municipalities, fire districts and healthcare providers that currently contract for ambulance services could choose to provide ambulance services directly in the future. We may
experience increased competition from fire departments in providing emergency medical transportation service. We cannot assure you that we will be able to compete successfully to provide our medical transportation services.

If fuel prices increase significantly, our results of operations could be adversely affected.

We are subject to risk with respect to purchases of fuel. Prices and availability of petroleum products are subject to political, economic, weather-related, and market factors that are generally outside of our
control, and each of which may lead to an increase in the cost of fuel. Because our operations are dependent on fuel, significant increases in fuel costs could materially and adversely affect our results of operations and financial condition if we
are unable to pass increased costs on to payers through rate increases or fuel surcharges. Fuel surcharges that can be collected do not always fully offset the increase in the cost of fuel. To the extent we are not able to successfully negotiate
such rate increases or fuel surcharges, our results of operations may be adversely affected by increases in fuel price.

Some state and local
governments regulate our rate structures and may limit our ability to increase our rates or maintain a satisfactory rate structure.

State or local
government regulations or administrative policies regulate the rates we can charge in some states for non-emergency ambulance services. In addition, in some service areas in which we are the exclusive provider of services, the municipality or fire
district sets the rates for emergency ambulance services pursuant to a master contract and otherwise establishes the rates for non-emergency ambulance services. In areas where our rates are regulated, there is no assurance we will receive ambulance
service rate increases on a timely basis to offset increases in the cost to perform our services, or at all. If we are not able to obtain timely rate increases it could have a material adverse effect on our revenues, profits and cash flows.

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

Our future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully.
Implementation of our business strategy could be affected by a number of factors beyond our



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control, such as increased competition, legal developments, government regulation, general economic conditions or increased operating costs or expenses. In
addition, to the extent we have misjudged the nature and extent of industry trends or our competition, we may have difficulty in achieving our strategic objectives. Any failure to implement our business strategy successfully may adversely affect our
business, financial condition and profitability. Our long-term growth may also be adversely affected. Even if we are able to implement some or all of the initiatives of our business plan successfully, our operating results may not improve to the
extent we anticipate, or at all.

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

We depend on complex, integrated information systems and
standardized procedures for operational and financial information and billing operations. We may experience unanticipated delays, complications and expenses in implementing, integrating and operating our systems. Any interruption in operations
during periods of implementation would adversely affect our ability to properly allocate resources and process billing information in a timely manner, which could result in customer dissatisfaction and interruption in our cash flow. We also use the
development and implementation of sophisticated and specialized technology to differentiate our services from our competitors and improve our profitability. The failure to implement and maintain operational, financial and billing information systems
successfully could have an adverse effect on our ability to obtain new business, retain existing business and maintain or increase our profit margins.

The reserves we establish with respect to our losses covered under our insurance programs are subject to inherent uncertainties, and we could be required to increase our reserves, which would adversely affect our results of
operations.

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

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

We obtain insurance coverage from third party insurers to supplement our self insurance program and to cover periods prior to our implementation of the program. To the
extent we hold policies to cover certain claims, but either did not obtain sufficient insurance limits, or did not buy an extended reporting period policy, where applicable, or the issuing insurance company is no longer viable, we may be responsible
for losses attributable to such claims. While we believe our commercial insurance company providers currently are creditworthy, there can be no assurance that such insurance companies will remain so in the future.If our insurers do
not make payments in respect of claims, we may be required to do so, which could have a material adverse effect on our financial condition, results of operations and cash flow.



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Many of our employees are represented by labor unions and any unfavorable labor agreements or work stoppage could
adversely affect our business, financial conditions, results of operations and reputation.

Approximately 42% of our employees are covered by one or
more of 22 collective bargaining agreements as of June 30, 2009. Ten of these collective bargaining agreements, covering 2,130 employees, are subject to renegotiation in fiscal 2010. Although we believe our relations with our employees are
good, we cannot assure you that we will be able to negotiate a satisfactory renewal of these collective bargaining agreements or that our employee relations will remain stable. If we are unable to negotiate a timely renewal of one or more
agreements, the employees covered by the agreement may enter into a strike or other work stoppage. Such a stoppage could have a material adverse effect on our business, financial conditions, results of operations and reputation.

We depend on our senior management and may not be able to retain those employees or recruit additional qualified personnel, which could adversely affect our
business.

We depend on our senior management. The loss of services of any of the members of our senior management could adversely affect our
business until a suitable replacement can be found. If we were required to find a suitable replacement for one of our senior managers, there could be a limited number of persons with the requisite skill to serve in the position, and we cannot assure
you that we will be able to identify or employ such qualified personnel on acceptable terms.

Risks Related to the Healthcare Industry

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

The healthcare industry is heavily regulated and closely scrutinized by
federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we provide and bill for services, our contractual relationships, our marketing activities and other aspects of our operations. Failure to comply
with these laws can result in civil and criminal penalties such as fines, damages and exclusion from the Medicare and Medicaid programs. The risk of being found in violation of these laws and regulations is increased by the fact that many of them
have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. Any action against us for the violation of these laws or regulations, even if we successfully
defend against it, could cause us to incur significant legal expenses and divert our managements attention from the operation of our business.

The
parties with whom we contract are also subject to ethical guidelines and operational standards of professional and trade associations and private accreditation agencies. Compliance with these guidelines and standards is often required by our
contracts with our customers or to maintain our reputation. The failure by the parties with whom we contract to comply with such guidelines and standards could have a material adverse effect on our business, financial conditions, results of
operations and reputation.

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

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

Like most healthcare providers, the majority of our services are paid for by
private or governmental third-party payers, such as insurance companies, Medicare and Medicaid. These third-party payers typically have differing



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and complex billing and documentation requirements that we must meet in order to receive payment for our services. Reimbursement to us is typically
conditioned on providing the correct procedure and diagnostic codes and properly documenting the services, including the level of service provided, medical necessity for the services and the identity of the practitioner who provided the service.

We must also comply with numerous other laws applicable to our documentation and the claims we submit for payment, including but not limited to
(1) coordination of benefits rules that dictate which payer we must bill first when a patient has potential coverage from multiple payers; (2) requirements that we obtain the signature of the patient or patient representative,
when possible, or document why we are unable to do so, prior to submitting a claim; (3) requirements that we make repayment to any payer which pays us more than the amount to which we were entitled; (4) requirements that we bill a hospital
or nursing home, rather than Medicare, for certain ambulance transports provided to Medicare patients of such facilities; (5) requirements that our electronic claims for payment be submitted using certain standardized transaction codes and
formats; and (6) laws requiring us to handle all health and financial information of our patients in a manner that complies with specified security and privacy standards.

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

In addition, from time to time we self-identify practices that may have resulted in Medicare or Medicaid overpayments or other regulatory issues. For example, we have
previously identified situations in which we may have inadvertently utilized incorrect billing codes for some of the services we have billed to government programs such as Medicare or Medicaid. In such cases, if appropriate, it is our practice to
disclose the issue to the affected government programs and to refund any resulting overpayments. Although the government usually accepts such disclosures and repayments without taking further enforcement action, it is possible that such disclosures
or repayments will result in allegations by the government that we have violated the False Claims Act or other laws, leading to investigations and possibly civil or criminal enforcement actions.

If our operations are found to be in violation of these or any of the other laws which govern our activities, any resulting penalties damages, fines or other sanctions
could adversely affect our ability to operate our business and our financial results.

Our contracts with healthcare facilities and marketing
practices are subject to the federal Anti-Kickback Statute.

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

In 1999, the OIG
issued an Advisory Opinion indicating that discounts provided to health facilities on the transports for which they are financially responsible potentially violate the Anti-Kickback Statute when the



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ambulance company also receives referrals of Medicare and other government-funded transports from the facility. The OIG has clarified that not all discounts
violate the Anti-Kickback Statute, but that the statute may be violated if part of the purpose of the discount is to induce the referral of the transports paid for by Medicare or other federal programs, and the discount does not meet certain
safe harbor conditions. In the Advisory Opinion and subsequent pronouncements, the OIG has provided guidance to ambulance companies to help them avoid unlawful discounts.

Like other ambulance companies, we have provided discounts to our healthcare facility customers (nursing homes and hospitals) in certain circumstances. We have attempted to comply with applicable law when such
discounts are provided. However, the government has alleged in the past that certain of our hospital and nursing home contracts contained discounts in violation of the federal Anti-Kickback Statute.

There can be no assurance that investigations or legal action related to our contracting practices will not be pursued against us. If we are found to have violated the
Anti-Kickback Statute, we may be subject to civil or criminal penalties, including exclusion from the Medicare or Medicaid programs, or may be required to enter into settlement agreements with the government to avoid such sanctions. Typically, such
settlement agreements require substantial payments to the government in exchange for the government to release its claims, and may also require us to enter into a Corporate Integrity Agreement (CIA).

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

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

In the last four years, we have
entered into three settlement agreements with the United States government. In connection with the settlement agreements, we have entered into two CIAs, each of which is still in effect. Pursuant to the CIAs, we are required to establish and
maintain compliance programs, which include, among other things, the appointment of a compliance officer and committee; the training of employees nationwide; enhancing procedures relating to certain of our contracting processes, including tracking
contractual arrangements; review by an independent review organization; and reporting of certain reportable events. We cannot assure you that the CIAs or the compliance programs we have initiated have prevented, or will prevent, any repetition of
the conduct or allegations that were the subject of these settlement agreements, or that the government will not raise similar allegations in other jurisdictions or for other periods of time. If such allegations are raised, or if we fail to comply
with the terms of the settlement agreement or CIAs, we may be subject to fines and other contractual and regulatory remedies specified in the settlement agreements and/or CIAs or by applicable laws, including exclusion from the Medicare program and
other federal and state healthcare programs. Such actions could have a material adverse effect on the conduct of our business, our financial condition or our results of operations.

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

Our ability to recruit and retain paramedics and EMT professionals significantly affects our business. Due to the geographic and demographic diversity of the communities
we serve, medical personnel shortages in some of our market areas can make the recruiting and retention of full-time personnel more difficult and costly. Moreover, we compete with other entities, both municipal and private, to recruit and retain
qualified paramedics and EMTs to deliver ambulance services. Failure to retain or replace our medical personnel or to attract new personnel, or the additional cost of doing so may have an adverse effect on our business, financial condition and
results of operations.



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Risks Related to Our Capital Structure

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

At
June 30, 2009, we had total debt of $277.3 million, including $66.0 million of borrowing under the term loan portion of our senior secured credit facility, $125.0 million of our senior subordinated notes, $85.7 million of senior discount notes
and no borrowings outstanding under our $20.0 million revolving credit facility (the 2005 Credit Facility). In addition, subject to restrictions in the indenture governing our notes and the credit agreement governing our senior secured
credit facility, we may incur additional debt.

Our level of debt obligation could have important consequences, including the following:



| |  |  | It may be difficult to satisfy our principal and interest obligations;
| | - |  | ----------------------------------------------------------------------



| |  |  | It may be difficult to obtain additional financing for working capital, capital expenditures, debt service requirements or other general corporate purposes; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | It may be difficult to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------

Furthermore, the borrowings under our senior secured credit facility bear interest at variable rates. If these rates were to increase significantly, our debt service
costs would increase and could have a potential material affect on our cash flows.

Our ability to generate sufficient cash depends on numerous
factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations.

Our business may not generate
sufficient cash flow from operating activities. Our ability to make payments on and to refinance our debt and to fund planned capital expenditures will depend on our ability to generate cash in the future. To some extent, this is subject to general
economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Lower net revenues generally will reduce our cash flow.

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

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

Our 2005
Credit Facility and the indentures governing our senior subordinated notes and senior discount notes limit our ability, among other things, to:



| |  |  | Incur additional debt or issue certain preferred stock;
| | - |  | -------------------------------------------------------



| |  |  | Pay dividends or make distributions to our stockholders;
| | - |  | --------------------------------------------------------



| |  |  | Repurchase or redeem our capital stock;
| | - |  | ---------------------------------------



| |  |  | Make investments;
| | - |  | -----------------



| |  |  | Incur liens;
| | - |  | ------------



| |  |  | Make capital expenditures;
| | - |  | --------------------------



| |  |  | Enter into transactions with our stockholders and affiliates;
| | - |  | -------------------------------------------------------------



| |  |  | Sell certain assets;
| | - |  | --------------------



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| |  |  | 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.
| | - |  | -----------------------------------------------------------------------------------------------------

The restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities.

In addition, the 2005 Credit Facility requires us to meet certain financing ratios and restricts our ability to make capital expenditures or prepay
certain other debt. We may not be able to maintain these ratios and have had, and in the future may need, to seek waivers or amendments relating to these ratios. Our 2005 Credit Facility and indentures also require us to provide financial statements
and related reports within certain timeframes.

Our ability to comply with these covenants may be affected by events beyond our control, and any material
deviations from our forecasts could require us to seek waivers or amendments of covenants, alternative sources of financing or reductions in expenditures. In the past, we have had to obtain waivers under our 2005 Credit Facility for the untimely
filing of our financial statements with the SEC and certain defaults arising out of our conclusion that previously filed financial statements should no longer be relied upon. We cannot assure you that any waivers, amendments or alternative
financings could be obtained, or, if obtained, would be on terms acceptable to us.

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

Continuing disruption of the capital and credit markets may adversely affect our future access to capital and our
cost of capital.

The recent financial crisis affecting the banking system and financial markets and the current uncertainty in global economic
conditions have resulted in a tightening in the credit markets, a low level of liquidity in many financial markets, and extreme volatility in credit, equity and fixed income markets. Our $20.0 million Revolving Credit Facility matures in March 2010
and our term loan and $45.0 million Letter of Credit Facility mature in March 2011. Upon maturity of the Letter of Credit Facility, we may be required to cash collateralize letters of credit not otherwise funded under the Letter of Credit Facility,
unless an alternative letter of credit facility is entered into by us. There can be no assurance that any agreement with respect to an extension of the Revolving Credit Facility will be reached or, if any such agreement is reached, as to the terms
thereof. If the current economic and market conditions continue or deteriorate further, our future cost of debt or equity capital and future access to capital markets may be adversely affected.

We may be unable to fully realize the benefits of our net operating loss (NOL) carryforwards if an ownership change occurs.

If we were to experience a change in ownership under Section 382 of the U.S. Internal Revenue Code (Section 382), the NOL carryforward
limitations under Section 382 would impose an annual limit on the amount of the future taxable income that may be offset by our NOL generated prior to the change in ownership. In general, a change in ownership occurs when, as of any testing
date, there has been a cumulative change in the stock ownership of the corporation held by 5% stockholders of more than 50 percentage points over an applicable three-year rolling period. For these purposes, a 5% stockholder is generally any person
or group of persons that at any time during an applicable three-year rolling period has owned 5% or more of the outstanding common stock of Rural/Metro Corporation. Additionally, persons who own less than 5% of the outstanding common stock are
grouped together as one or more public group 5% stockholders. Under Section 382, stock ownership would be determined under complex attribution rules and generally includes shares held directly, indirectly (though intervening
entities) and constructively (by certain related parties and certain unrelated parties acting as a group).



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The right to receive payments on the senior subordinated notes and guarantees of those notes is unsecured and
subordinated to our senior debt, and this could result in situations where there are not sufficient funds available to make payment on the senior subordinated notes.

The senior subordinated notes are subordinated in right of payment to all senior debt of Rural/Metro Operating Company, LLC, a wholly-owned subsidiary of Rural/Metro Corporation (Rural/Metro LLC),
including indebtedness under the 2005 Credit Facility. Payment on the guarantee of each guarantor of the senior subordinated notes is subordinated in right of payment to that guarantors senior debt, including its guarantee of Rural/Metro
LLCs obligations under the 2005 Credit Facility. The holders of senior debt will be entitled to be paid in full in cash before any payment may be made on the senior subordinated notes or the guarantees thereof, as the case may be. Rural/Metro
LLC or a guarantor, as the case may be, may not have sufficient funds to pay all its creditors, and holders of the senior subordinated notes may receive less, ratably, than the holders of senior debt, including the lenders under the 2005 Credit
Facility, and due to the turnover provisions in the indenture governing the senior subordinated notes less, ratably, than the holders of unsubordinated obligations, including trade payables.

The senior subordinated notes are effectively subordinated to claims of Rural/Metro LLCs secured creditors and the guarantees of each guarantor are effectively
subordinated to the claims of the existing and future secured creditors of that guarantor to the extent of the value of the property securing such debt. Rural/Metro LLCs obligations under the 2005 Credit Facility will be secured by liens on
all or substantially all of their, our and Rural/Metro LLCs and its subsidiaries assets. At June 30, 2009, Rural/Metro LLC had $66.0 million aggregate principal amount of secured debt outstanding and the capacity to borrow an
additional $20.0 million under the 2005 Credit Facility and to have up to $45.0 million in letters of credit issued, all of which (if drawn, in the case of letters of credit) would be secured senior debt and effectively senior to the senior
subordinated notes in right of payment to the extent of the value of the assets securing such debt, as well as by virtue of its ranking.

Rural/Metro
Corporation is the sole obligor of the senior discount notes, and our subsidiaries do not guarantee our obligations under the senior discount notes or have any obligation with respect to the senior discount notes; consequently, the senior discount
notes are structurally subordinated to the debt and liabilities of our subsidiaries.

The senior discount notes are structurally subordinated to all
debt and liabilities (including trade payables) of our subsidiaries. Holders of our senior discount notes will participate with all other holders of our indebtedness in the assets remaining after our subsidiaries have paid all their debts and
liabilities. Our subsidiaries may not have sufficient funds to make payments to us, and holders of senior discount notes may receive less, ratably, than the holders of debt of our subsidiaries and other liabilities. Accordingly, if our subsidiaries
have their debt accelerated, we may not be able to repay our indebtedness under the senior discount notes. The indenture governing the senior discount notes contains a waiver by the trustee and holders of the senior discount notes of any rights to
make a claim for substantive consolidation of us with any of our subsidiaries in any bankruptcy or similar proceeding. As of June 30, 2009, (i) on an unconsolidated basis, we had $85.7 million of senior indebtedness, consisting of the
senior discount notes, but excluding the guarantee of borrowings under the 2005 Credit Facility and under the indenture for the senior subordinated notes, and (ii) Rural/Metro LLC had approximately $191.0 million of indebtedness, including
$66.0 million of borrowings under the 2005 Credit Facility and $125.0 million aggregate principal amount of the senior subordinated notes. In addition, as of June 30, 2009, an additional $20.0 million would have been available for borrowing
under the revolving credit portion of the 2005 Credit Facility.

We may not pay dividends.

We have never paid any cash dividends on our common stock. We currently plan to retain any earnings for use in our business rather than to pay cash dividends. Payments of
any cash dividends in the future will depend on our financial condition, results of operations and capital requirements as well as other factors deemed relevant by our Board of Directors. Our senior subordinated notes due 2015, senior discount notes
due 2016 and our 2005 Credit Facility contain restrictions on our ability to pay cash dividends, and any future borrowings may contain similar restrictions.



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It may be difficult for a third party to acquire us and this could depress our stock price.

We are a Delaware company which has adopted a Shareholder Rights Plan pursuant to which we issued one preferred stock purchase right for each outstanding share of common
stock. The rights will cause substantial dilution to a person or group that attempts to acquire us in a manner or on terms not approved by our Board of Directors. Consequently, our Shareholder Rights Plan could make it difficult for a third party to
acquire us, even if doing so would benefit security holders. Certain anti-takeover provisions under Delaware law to which we are subject and certain provisions of our charter could also make it more difficult for a third party to acquire us. The
anti-takeover effects of these provisions and those of our Shareholder Rights Plan could depress our stock price and may result in the entrenchment of existing management, regardless of their performance.



|ITEM 1B. | Unresolved Staff Comments
|-------- | -------------------------

None.



|ITEM 2. | Properties
|------- | ----------

Facilities

We lease an office building at 9221 E. Via de Ventura, Scottsdale, Arizona for our corporate headquarters. Real estate for our operations is
described below:

Leased Facilities

We lease approximately 237 operational and administrative facilities used primarily for ambulance services sub-stations, fleet maintenance, billing offices, and fire services sub-stations. We believe our existing
facilities are adequate to meet current needs and that suitable space is available to meet projected needs. Our leases expire at various dates through April 2023. Rent expense from continuing operations totaled $13.8 million, $12.4 million and $11.1
million for fiscal 2009, 2008 and 2007, respectively.

Owned Facilities

We own 14 properties totaling $9.1 million of net book value on our balance sheet.

Equipment

We operate approximately 1,773 vehicles. Of these 1,164 are ambulances, 111 are wheelchair vans,
163 are fire apparatus and 335 are support vehicles. At June 30, 2009 we owned 96% of the vehicles that we operate. The average age of our ambulance fleet and fire apparatus is 9.2 years and 15.5 years, respectively. We use a combination of
in-house and outsourced maintenance services to maintain our fleet, depending on the size of the market and the availability of quality outside maintenance services.



|ITEM 3. | Legal Proceedings
|------- | -----------------

From time to time, we are
a party to, or otherwise involved in, lawsuits, claims, proceedings, investigations and other legal matters that have arisen in the ordinary course of conducting our business. We cannot predict with certainty the ultimate outcome of any of these
lawsuits, claims, proceedings, investigations and other legal matters which we are a party to, or otherwise involved in, due to, among other things, the inherent uncertainties of litigation, government investigations and proceedings and legal
matters in general. We are also subject to requests and subpoenas for information in independent investigations. An unfavorable outcome in any of the lawsuits pending against us, or in a government investigation or proceeding, could result in
substantial potential liabilities and have a material adverse effect on our business, financial condition, results of operations and cash flows. Further, these proceedings and investigations, and our actions in response to them, could result in
substantial potential liabilities, additional defense and other costs, increase our indemnification obligations, divert managements attention, and/or adversely affect our ability to execute our business and financial strategies.



28



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We are subject to numerous laws and regulations of federal, state and local governments. These laws and regulations
include, but are not limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services and Medicare and Medicaid fraud and abuse. Within the healthcare industry,
government investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers is ongoing. From time to time, we are subject to investigations relating to Medicare and Medicaid laws
pertaining to its industry. We cooperate fully with the government agencies that conduct these investigations. Violations of these laws and regulations could result in exclusion from government healthcare programs together with the imposition of
significant fines and penalties, as well as significant repayments for patient services previously billed. Under our existing compliance program, we initiate our own investigations and conduct audits to examine compliance with various policies and
regulations. Internal investigations or audits may result in significant repayment obligations for patient services previously billed. We believe that we are substantially in compliance with fraud and abuse statutes and their applicable governmental
interpretation.

In fiscal 2007, we negotiated a settlement in connection with the U.S. government investigation into alleged discounts made in violation
of the federal Anti-Kickback Statute related to our discontinued operations in the State of Texas. The government alleged that certain of our contracts with medical facilities in effect in Texas prior to 2002 contained discounts in violation of the
federal Anti-Kickback Statute. In connection with the settlement of the matter, we entered into a Corporate Integrity Agreement (CIA), which is effective for a period of five years, beginning April 18, 2007. Pursuant to the CIA, we
are required to maintain a compliance program that includes, among other things, the appointment of a compliance officer and committee; the training of employees nationwide; enhancing procedures relating to certain of our contracting processes,
including tracking contractual arrangements; review by an independent review organization; and reporting of certain reportable events. These requirements are currently a part of our ongoing compliance program.

We are cooperating with an investigation by the U.S. government regarding our operations in the State of Ohio in connection with allegations of certain billing
inaccuracies. Specifically, the government alleges that certain services performed between 1997 and 2001 did not meet Medicare medical necessity and reimbursement requirements. The government has examined sample records for each of the years stated
above. We do not agree with the allegations and believe that there are errors in the sampling methodology performed by the government. Although we continue to disagree with the governments allegations, we are engaged in settlement negotiations
with the government and have made a preliminary offer of $2.4 million in exchange for a full release relating to the governments allegations. Although there can be no assurances that a settlement agreement will be reached, any such settlement
agreement would likely require us to make a substantial payment to the government and may require us to enter into a CIA or similar arrangement. If a settlement is not reached, the government has indicated that it will pursue further civil action.
At this time it is not possible to predict the ultimate conclusion of this investigation.



|ITEM 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

Not applicable.



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PART II



|ITEM 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ------------------------------------------------------------------------------------------------------------

Our common stock is traded on the Nasdaq Capital Market (Nasdaq) under the symbol RURL.

The following table sets forth the high and low sale prices of the common stock for the fiscal quarters indicated.



|                         |  |      |      |     |   |     
|------------------------ |  | ---- | ---- | --- | - | ----
|                         |  | High |      | Low
|Year Ended June 30, 2009 |  |      |      |     |   |     
|First quarter            |  | $    | 2.58 |     | $ | 1.59
|Second quarter           |  | $    | 2.44 |     | $ | 1.64
|Third quarter            |  | $    | 1.90 |     | $ | 0.50
|Fourth quarter           |  | $    | 3.70 |     | $ | 0.86
|                         |  |     
|Year Ended June 30, 2008 |  |      |      |     |   |     
|First quarter            |  | $    | 5.80 |     | $ | 2.76
|Second quarter           |  | $    | 3.85 |     | $ | 2.08
|Third quarter            |  | $    | 3.11 |     | $ | 1.84
|Fourth quarter           |  | $    | 2.69 |     | $ | 1.51

On August 31, 2009, the closing sale price of our common stock was $3.95 per share, and there were 2,622
holders of record of our common stock.

Dividend Policy

We currently intend to retain any future earnings to support our business and to fund the growth of our operations. The payment of dividends to our shareholders is limited by our Credit Facility Agreement, Senior Subordinated Notes and
Senior Discount Notes. See Item 7, Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources for further discussion. We did not pay dividends in 2009 or 2008 and
do not intend to pay cash dividends on our common stock in the foreseeable future. Any future decision to pay dividends will be at the discretion of our board of directors and will depend upon, our financial condition, results of operations, capital
requirements and contractual restrictions.

Equity Compensation Plan Information

The following table represents securities authorized for issuance under all of our existing equity compensation plans at June 30, 2009:



| |  |  | Rural/Metro Corporation 1992 Stock Option Plan;
| | - |  | -----------------------------------------------



| |  |  | Rural/Metro Corporation 2000 Non-Qualified Stock Option Plan; and
| | - |  | -----------------------------------------------------------------



| |  |  | Rural/Metro Corporation 2008 Incentive Stock Plan.
| | - |  | --------------------------------------------------



|                                                          |  |                                                                                       |  |                                                                       |      |                                                                                                                                       |        
|--------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------- | ---- | ------------------------------------------------------------------------------------------------------------------------------------- | -------
|                                                          |  | Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand rights |  | Weighted-averageexerciseprice ofoutstandingoptions,warrants andrights |      | Number of securitiesremaining available forfuture issuance underequity compensationplans
(excludingsecurities reflected incolumn (a))
|                                                          |  | (a) (1)                                                                               |  | (b) (2)                                                               |      | (c)                                                                                                                                  
|Equity compensation plan approved by stockholders         |  | 899,859                                                                               |  | $                                                                     | 2.84 |                                                                                                                                       | 624,500
|Equity compensation plan not approved by stockholders (3) |  | 78,166                                                                                |  | $                                                                     | 0.81 |                                                                                                                                       |       
|                                                          |  |                                                                                       |  |                                                                       |      |                                                                                                                                       |        
|Total                                                     |  | 978,025                                                                               |  | $                                                                     | 2.68 |                                                                                                                                       | 624,500
|                                                          |  |                                                                                       |  |                                                                       |      |                                                                                                                                       |        



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|(1) | This includes options to purchase common stock awarded under the 1992 Stock Option Plan and the 2000 Non-Qualified Stock Option Plan (the 2000 Plan), as well as
restricted stock units and stock appreciation rights awarded under the 2008 Incentive Stock Plan. For a description of these plans, refer to Note 13 to our consolidated financial statements for the year ended June 30, 2009.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | This weighted average exercise price does not include outstanding restricted stock units.
|--- | -----------------------------------------------------------------------------------------

|(3) | The 2000 Plan did not require stockholder approval, and was not approved by the stockholders when it was originally adopted. In November 2007, the 2000 Plan was modified to provide
that no future option grants will be made pursuant to the 2000 Plan unless stockholders approve an amendment to the 2000 Plan to permit future option grants.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our equity
securities, nor did we sell any shares in a transaction not registered under the Securities act of 1933, as amended, during the fourth quarter of fiscal 2009, which ended on June 30, 2009.



|ITEM 6. | Selected Financial Data
|------- | -----------------------

The following
selected financial data are derived from our consolidated financial statements. The information set forth below should be read in conjunction with Item 7, Managements Discussion and Analysis of Financial Condition and Results of
Operations and our audited consolidated financial statements and notes thereto appearing elsewhere in this report (in thousands, except per share amounts):



|                                                                    |  |                      |         |      |   |         |  |   |         |   |      |   |         |  |   |        
|------------------------------------------------------------------- |  | -------------------- | ------- | ---- | - | ------- |  | - | ------- | - | ---- | - | ------- |  | - | -------
|                                                                    |  | Years Ended June 30,
|                                                                    |  | 2009                 |         | 2008 |   | 2007    |  |   | 2006    |   | 2005
|Statement of Operations Data:                                       |  |                      |         |      |   |         |  |   |         |   |      |   |         |  |   |        
|Net revenue                                                         |  | $                    | 498,808 |      | $ | 482,167 |  | $ | 446,064 |   |      | $ | 432,598 |  | $ | 403,774
|Income (loss) from continuing operations (1)                        |  |                      | 5,945   |      |   | 3,705   |  |   | (2,008  | ) |      |   | 8,331   |  |   | 85,168 
|                                                                    |  |                      |         |      |  
|EPS Data:                                                           |  |                      |         |      |   |         |  |   |         |   |      |   |         |  |   |        
|Basic earnings per share:                                           |  |                      |         |      |   |         |  |   |         |   |      |   |         |  |   |        
|Income (loss) from continuing operations applicable to common stock |  | $                    | 0.24    |      | $ | 0.15    |  | $ | (0.08   | ) |      | $ | 0.34    |  | $ | 3.76   
|                                                                    |  |                      |         |      |  
|Diluted earnings per share:                                         |  |                      |         |      |   |         |  |   |         |   |      |   |         |  |   |        
|Income (loss) from continuing operations applicable to common stock |  | $                    | 0.24    |      | $ | 0.15    |  | $ | (0.08   | ) |      | $ | 0.34    |  | $ | 3.53   
|                                                                    |  |                      |         |      |  
|Balance Sheet Data:                                                 |  |                      |         |      |   |         |  |   |         |   |      |   |         |  |   |        
|Total assets                                                        |  | $                    | 294,955 |      | $ | 294,211 |  | $ | 300,125 |   |      | $ | 298,868 |  | $ | 312,667
|Long-term debt, net of current portion                              |  |                      | 277,110 |      |   | 279,017 |  |   | 280,081 |   |      |   | 291,337 |  |   | 305,478



|(1) | During fiscal 2005, we reversed $89.8 million of deferred tax asset valuation allowances. Such reversals were reflected as a deferred tax benefit in continuing operations of $87.7
million, a credit to additional paid in capital of $2.1 million, a reduction in goodwill of $1.5 million and a deferred tax charge in discontinued operations of $1.5 million.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Quarterly Results

The following table summarizes our unaudited quarterly operating results for each quarter of fiscal 2009 and 2008 (in thousands, except per share amounts). Net revenue and operating income included in the table relate to our continuing
operations and exclude service areas classified as discontinued operations.



|                                                                               |  |              |         |   |                   |   |         |                  |  |   |                   |   |  |   |         |  
|------------------------------------------------------------------------------ |  | ------------ | ------- | - | ----------------- | - | ------- | ---------------- |  | - | ----------------- | - |  | - | ------- | -
|                                                                               |  | 2009         |        
|                                                                               |  | FirstQuarter |         |   | SecondQuarter     |   |         | ThirdQuarter     |  |   | FourthQuarter (a) |  
|Net revenue                                                                    |  | $            | 123,832 |   |                   | $ | 120,441 |                  |  | $ | 125,432           |   |  | $ | 129,103 |  
|Operating income                                                               |  |              | 11,516  |   |                   |   | 11,212  |                  |  |   | 11,344            |   |  |   | 11,428  |  
|Income from continuing operations                                              |  |              | 1,072   |   |                   |   | 1,263   |                  |  |   | 1,103             |   |  |   | 2,507   |  
|Income (loss) from discontinued operations                                     |  |              | (300    | ) |                   |   | (192    | )                |  |   | (115              | ) |  |   | (312    | )
|Net income                                                                     |  |              | 772     |   |                   |   | 1,071   |                  |  |   | 988               |   |  |   | 2,195   |  
|Basic income from continuing operations applicable to common stock per share   |  | $            | 0.04    |   |                   | $ | 0.05    |                  |  | $ | 0.04              |   |  | $ | 0.10    |  
|Basic income per share                                                         |  | $            | 0.03    |   |                   | $ | 0.04    |                  |  | $ | 0.04              |   |  | $ | 0.09    |  
|Diluted income from continuing operations applicable to common stock per share |  | $            | 0.04    |   |                   | $ | 0.05    |                  |  | $ | 0.04              |   |  | $ | 0.10    |  
|Diluted income per share                                                       |  | $            | 0.03    |   |                   | $ | 0.04    |                  |  | $ | 0.04              |   |  | $ | 0.09    |  
|                                                                               | 
|                                                                               |  | 2008         |        
|                                                                               |  | FirstQuarter |         |   | SecondQuarter (b) |   |         | ThirdQuarter (b) |  |   | FourthQuarter     |  
|Net revenue                                                                    |  | $            | 116,646 |   |                   | $ | 116,559 |                  |  | $ | 124,427           |   |  | $ | 124,535 |  
|Operating income                                                               |  | $            | 9,317   |   |                   | $ | 10,196  |                  |  | $ | 9,989             |   |  | $ | 11,046  |  
|Income from continuing operations                                              |  | $            | 314     |   |                   | $ | 652     |                  |  | $ | 1,095             |   |  | $ | 1,644   |  
|Income (loss) from discontinued operations                                     |  | $            | 97      |   |                   | $ | 102     |                  |  | $ | 374               |   |  | $ | (181    | )
|Net income                                                                     |  | $            | 411     |   |                   | $ | 754     |                  |  | $ | 1,469             |   |  | $ | 1,463   |  
|Basic income from continuing operations applicable to common stock per share   |  | $            | 0.01    |   |                   | $ | 0.03    |                  |  | $ | 0.04              |   |  | $ | 0.07    |  
|Basic income per share                                                         |  | $            | 0.02    |   |                   | $ | 0.03    |                  |  | $ | 0.06              |   |  | $ | 0.06    |  
|Diluted income from continuing operations applicable to common stock per share |  | $            | 0.01    |   |                   | $ | 0.03    |                  |  | $ | 0.04              |   |  | $ | 0.07    |  
|Diluted income per share                                                       |  | $            | 0.02    |   |                   | $ | 0.03    |                  |  | $ | 0.06              |   |  | $ | 0.06    |  



|(a) | Net income for the fourth quarter of fiscal 2009 included a $1.0 million decrease in the income tax provision related to recognition of certain income tax credits.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Net revenue for the second and third quarters of fiscal 2008 included a $1.9 million reserve and a $0.2 million reserve reversal, respectively, to contractual allowances pursuant to
an alleged overpayment of Medicare claims in Tennessee for the period 2004 through 2005.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|ITEM 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

This discussion and analysis should be read in conjunction with our Selected Financial Data and our consolidated financial statements and notes appearing elsewhere
herein.

Managements Overview

During
fiscal 2009, our focus remained on implementing the Companys strategic and operating activities, including operational excellence in patient care delivery, revenue cycle management, new emergency revenue generation and continued expansion of
the non-emergency business within existing markets. We achieved these through continued focus on billing initiatives aimed at reducing uncompensated care and increasing average patient charge (APC), responsiveness to customer needs and
investments in technology designed to maximize billing performance. Our continued focus on these items has contributed to a 3.5% growth in revenue and 11.4% growth in EBITDA in fiscal 2009 as compared to the same period in the prior year.

We continue to focus on expanding our profit margin by increasing our gains in non-emergency market share and increasing transports through
hospital-outsourced opportunities and partnerships with public systems. We believe this strategy will continue to demonstrate our ability to operate in this challenging economy. Cash flow remains strong at $52.1 million of cash flow from operations
for fiscal 2009, which continued to support our goals to reduce debt and enhance the long-term value of our Company for investors.

Executive Summary

We provide ambulance services, which consist primarily of emergency and non-emergency medical services, to approximately 400 communities in 22 states
within the United States. We provide these services under contracts with governmental entities, hospitals, nursing homes, and other healthcare facilities and organizations. As of June 30, 2009, we had approximately 90 exclusive contracts to
provide emergency medical ambulance services and approximately 660 contracts to provide non-emergency medical ambulance and wheelchair services. For fiscal 2009 and 2008, respectively, 42.0% and 43.7% of our transports were generated from emergency
ambulance services. Non-emergency ambulance services, including critical care transfers, wheelchair transports and other interfacility transports, comprised 58.0% and 56.3% of our transports for the same periods. All ambulance related services
generated 84.9% and 84.7% of net revenue for fiscal 2009 and 2008, respectively. The remainder of our net revenue was generated from private fire protection services, airport fire and rescue, home healthcare services, and other services.

Key Factors and Metrics We Use to Evaluate Our Operations

The key factors we use to evaluate our operations focus on the number of ambulance transports we provide, the amount we expect to collect per transport and the costs we incur to provide these services.

The following is a summary of certain key operating statistics (EBITDA from continuing operations in thousands):



|                                      |  |                      |           |      |   |           |  |   |          
|------------------------------------- |  | -------------------- | --------- | ---- | - | --------- |  | - | ---------
|                                      |  | Years Ended June 30,
|                                      |  | 2009                 |           | 2008 |   | 2007     
|Net Medical Transport APC (1)         |  | $                    | 370       |      | $ | 356       |  | $ | 338      
|DSO (2)                               |  |                      | 52        |      |   | 60        |  |   | 65       
|EBITDA from continuing operations (3) |  | $                    | 58,479    |      | $ | 52,472    |  | $ | 41,677   
|Medical Transports (4)                |  |                      | 1,068,197 |      |   | 1,071,668 |  |   | 1,042,671
|Wheelchair Transports (5)             |  |                      | 74,912    |      |   | 75,502    |  |   | 79,427   



|(1) | Net Medical Transport APC is defined as gross medical ambulance transport revenue less provisions for contractual allowances applicable to Medicare, Medicaid and
other third-party payers and uncompensated
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | care divided by medical transports from continuing operations. For fiscal year 2008, the calculation excludes $1.7 million of the effect of the alleged
overpayment claims in Tennessee.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Days Sales Outstanding is calculated using the average accounts receivable balance on a rolling 13-month basis and net revenue on a rolling 12-month basis and has not been adjusted
to eliminate discontinued operations.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | See the discussion below of Earnings Before Interest, Taxes, Depreciation and Amortization including goodwill impairment (EBITDA).
|--- | ------------------------------------------------------------------------------------------------------------------------------------

|(4) | Defined as emergency and non-emergency medical patient transports from continuing operations.
|--- | ---------------------------------------------------------------------------------------------

|(5) | Defined as non-emergency, non-medical patient transports from continuing operations.
|--- | ------------------------------------------------------------------------------------

EBITDA

EBITDA is defined by us as Earnings before Interest Expense (Income), Taxes and Depreciation and
Amortization, including Goodwill Impairment. EBITDA is commonly used by management and investors as a measure of leverage capacity, debt service ability and liquidity. EBITDA is not considered a measure of financial performance under U.S. generally
accepted accounting principles (GAAP), and the items excluded from EBITDA are significant components in understanding and assessing our financial performance. EBITDA should not be considered in isolation or as an alternative to such GAAP
measures as net income, cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our financial statements as an indicator of financial performance or liquidity. Since EBITDA is not
a measure determined in accordance with GAAP and is susceptible to varying calculations, EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. EBITDA is calculated as follows for the periods indicated (in
thousands):



|                                           |  |                      |        |   |      |   |        |      |  |   |        |  
|------------------------------------------ |  | -------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                           |  | Years Ended June 30, |       
|                                           |  | 2009                 |        |   | 2008 |   |        | 2007 | 
|Income (loss) from continuing operations   |  | $                    | 5,945  |   |      | $ | 3,705  |      |  | $ | (2,008 | )
|Add (deduct):                              |  |                      |        |   |      |   |        |      |  |   |        |  
|Depreciation and amortization              |  |                      | 14,588 |   |      |   | 12,736 |      |  |   | 11,470 |  
|Interest expense                           |  |                      | 30,843 |   |      |   | 31,731 |      |  |   | 31,517 |  
|Interest income                            |  |                      | (324   | ) |      |   | (374   | )    |  |   | (517   | )
|Income tax provision                       |  |                      | 7,427  |   |      |   | 4,674  |      |  |   | 1,215  |  
|                                           |  |                      |        |   |      |   |        |      |  |   |        |  
|EBITDA from continuing operations          |  |                      | 58,479 |   |      |   | 52,472 |      |  |   | 41,677 |  
|                                           |  |                      |        |   |      |   |        |      |  |   |        |  
|Income (loss) from discontinued operations |  |                      | (919   | ) |      |   | 392    |      |  |   | 999    |  
|Add (deduct):                              |  |                      |        |   |      |   |        |      |  |   |        |  
|Depreciation and amortization              |  |                      | 108    |   |      |   | 247    |      |  |   | 662    |  
|Goodwill impairment                        |  |                      |       |   |      |   |       |      |  |   | 662    |  
|Income tax provision (benefit)             |  |                      | (543   | ) |      |   | 232    |      |  |   | 538    |  
|                                           |  |                      |        |   |      |   |        |      |  |   |        |  
|EBITDA from discontinued operations        |  |                      | (1,354 | ) |      |   | 871    |      |  |   | 2,861  |  
|                                           |  |                      |        |   |      |   |        |      |  |   |        |  
|Total EBITDA                               |  | $                    | 57,125 |   |      | $ | 53,343 |      |  | $ | 44,538 |  
|                                           |  |                      |        |   |      |   |        |      |  |   |        |  

Factors Affecting Operating Results

Net Change in Contracts

Our operating results are affected directly by the number of net new contracts we
have in a period, reflecting the effects of both new contracts and contract expirations. We regularly bid for new contracts, frequently in a formal competitive bidding process that often requires written responses to a Request for Proposal, or RFP,
and in any fiscal period, certain of our contracts will expire. We may elect not to seek extension or renewal of a contract if we determine that we cannot do so on favorable terms. With respect to expiring contracts we would like to renew, we may be
required to seek renewal through an RFP, and we may not be successful in retaining any such contracts, or retaining them on terms that are as favorable as present terms.



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Ability to Effect Rate Increases

Our operating results are affected directly by the number of self-pay ambulance transport services we provide and the associated lower collection rates experienced with this payer group. To offset higher costs of
uncompensated care we may experience with the self-pay payers, we submit requests to increase commercial insurance rates to the state or local government agencies that regulate ambulance service rates. Our ability to negotiate rate increases on a
timely basis to offset increases in uncompensated care may impact our operating performance.

Uncompensated Care

When we contract with municipal, county or other governing authorities as an exclusive provider of emergency ambulance services, we are required to provide services to
their citizens regardless of the ability or willingness of patients to pay. While we make every attempt to negotiate subsidies to support the level of medical services we provide, not all authorities will agree to provide such subsidies. As a
result, we incur write-offs for uncompensated care in the normal course of providing ambulance services.

The following table shows the source of our
uncompensated care write-offs as a percentage of total uncompensated care write-offs:



|                          |  |                      |   |  |      |   |  |      |  
|------------------------- |  | -------------------- | - |  | ---- | - |  | ---- | -
|                          |  | Years Ended June 30, |  
|                          |  | 2009                 |   |  | 2008 |   |  | 2007 |  
|Commercial Insurance      |  | 19                   | % |  | 18   | % |  | 19   | %
|Co-Pays/Deductibles       |  | 8                    | % |  | 8    | % |  | 8    | %
|Medicare/Medicaid Denials |  | 11                   | % |  | 10   | % |  | 15   | %
|Self-Pay                  |  | 62                   | % |  | 64   | % |  | 58   | %
|                          |  |                      |   |  |      |   |  |      |  
|Total                     |  | 100                  | % |  | 100  | % |  | 100  | %
|                          |  |                      |   |  |      |   |  |      |  

The majority, 62%, of our uncompensated care write-offs in fiscal 2009 were generated from self-pay accounts. The
balance of our uncompensated care write-offs in fiscal 2009 were from; (1) commercial insurance (19%); (2) Medicare or Medicaid denials (11%), and; (3) co-pays and deductibles (8%). These components are described in detail below;

Commercial Insurance:We have seen an increase in commercial insurance carriers following Medicare proof of medical necessity standards for
non-emergency transport reimbursement. In the event commercially insured patients are transported and their insurance companies subsequently inform us the transports were not covered services, the unpaid balances become self-pay accounts.

Co-pays/Deductibles:Co-pay and deductible amounts under Medicare and commercial insurance programs are the responsibility of the patient. Medicare
co-pay and deductible levels have remained consistent when compared to the prior year; however, changes in employer-provided healthcare insurance coverage levels may result in higher co-pays and deductibles to the employee under commercial insurance
programs. These co-pay and deductible amounts become self-pay accounts.

Medicare/Medicaid Denials: We make every effort to determine medical
necessity prior to transporting a patient; however, there are times when Medicare, Medicaid or a commercial insurance provider may, on a retrospective review, deem the transport not medically necessary and deny reimbursement. In these cases, the
unpaid balances become self-pay accounts.

In terms of transport volume, the self-pay patients we transport who are uninsured or otherwise have no ability
to pay for our services have decreased as a percentage of our transport mix in fiscal 2009 to 9.6% as compared to 10.2% in fiscal 2008. Although we are not seeing an impact at this time and believe we have measures in place to



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promptly identify negative payer mix trends, we do recognize that a weakened economy combined with significant loss of jobs and related employee benefits may
shift our current transport mix to a higher volume of uninsured and underinsured claims. If this occurs, we may see higher uncompensated care write-offs as a result of a reduction in collections based on historical collections trends for this payer
mix; which would in turn impact our cash flows from operations and overall liquidity.

Other factors that may, positively or negatively, impact the overall
dollars associated with uncompensated care include: (1) rate increases and (2) changes in transport volumes among the payer groups.

On a
periodic basis, we evaluate our cost structure within each area we serve and, as appropriate, request rate increases. Ambulance rate increases generate additional revenue only from certain commercial insurance programs and self-pay patients, due to
the fixed rates, co-pay amounts and deductibles of payers such as Medicare, Medicaid and certain commercial insurance. Rate increases applied to patients who are self-pay patients can compound an already challenging collection process. Increasing
the dollars per transport on this payer group may, in turn, result in an increase in the uncompensated care.

From quarter to quarter, the number of
patients we transport within each payer group can vary. A shift in payer mix may increase or decrease levels of uncompensated care. For instance, if we experience a shift from the Medicare payer group to the commercial insurance payer group, we
might expect to see a decrease in our uncompensated care write-offs due to a higher historical collection pattern associated with the commercial insurance payers.

Work Force Management

Our business strategy focuses on optimizing the deployment of our work force in order to meet contracted
response times and otherwise maintain high levels of quality care and customer service. A key measure is our ability to efficiently and effectively manage labor resources and enhance operating results. Several factors may influence our labor
management efforts, including our ability to maximize our mix of emergency and non-emergency response business, significant wait times associated with emergency rooms that delay redeployment, and market-specific shortages of qualified paramedics and
emergency medical technicians that affect temporary wages. We also may experience increases in overtime and training wages due to growth in transport volume related to new contracts, expansion in existing markets and seasonal transport demand
patterns.



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Results of Operations

Fiscal 2009 Compared To Fiscal 2008Consolidated

Overview

The following table sets forth a comparison of certain items from our consolidated statements of operations for fiscal 2009 and 2008. The comparison includes the line items expressed as a percentage of net revenue as
well as the dollar value and percentage change in each line item (in thousands, except per share amounts):



|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|--------------------------------------------------------------------------- |  | -------------------- | ------- | - | --------------- | ----- | -- | ---- | - | ------- | --------------- |  | ----- | ------ |  | - | ------- | - |  | ----- | --
|                                                                            |  | Years Ended June 30, |        
|                                                                            |  | 2009                 |         |   | % ofNet Revenue |       |    | 2008 |   |         | % ofNet Revenue |  |       | Change |  |   | %Change |  
|Net revenue                                                                 |  | $                    | 498,808 |   |                 | 100.0 | %  |      | $ | 482,167 |                 |  | 100.0 | %      |  | $ | 16,641  |   |  | 3.5   | % 
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|                                                                            |  |                      |         |   |                 |      
|Operating expenses:                                                         |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|Payroll and employee benefits                                               |  |                      | 309,894 |   |                 | 62.1  | %  |      |   | 298,395 |                 |  | 61.9  | %      |  |   | 11,499  |   |  | 3.9   | % 
|Depreciation and amortization                                               |  |                      | 14,588  |   |                 | 2.9   | %  |      |   | 12,736  |                 |  | 2.6   | %      |  |   | 1,852   |   |  | 14.5  | % 
|Other operating expenses                                                    |  |                      | 117,611 |   |                 | 23.6  | %  |      |   | 117,523 |                 |  | 24.4  | %      |  |   | 88      |   |  | 0.1   | % 
|General/auto liability insurance                                            |  |                      | 11,766  |   |                 | 2.4   | %  |      |   | 14,421  |                 |  | 3.0   | %      |  |   | (2,655  | ) |  | (18.4 | %)
|(Gain) on sale of assets                                                    |  |                      | (551    | ) |                 | (0.1  | %) |      |   | (1,386  | )               |  | (0.3  | %)     |  |   | 835     |   |  | (60.2 | %)
|(Gain) on property insurance settlement                                     |  |                      |        |   |                 |      |    |      |   | (70     | )               |  | (0.0  | %)     |  |   | 70      |   |  | #     |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|Total operating expenses                                                    |  |                      | 453,308 |   |                 | 90.9  | %  |      |   | 441,619 |                 |  | 91.6  | %      |  |   | 11,689  |   |  | 2.6   | % 
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|Operating income                                                            |  |                      | 45,500  |   |                 | 9.1   | %  |      |   | 40,548  |                 |  | 8.4   | %      |  |   | 4,952   |   |  | 12.2  | % 
|Interest expense                                                            |  |                      | (30,843 | ) |                 | (6.2  | %) |      |   | (31,731 | )               |  | (6.6  | %)     |  |   | 888     |   |  | (2.8  | %)
|Interest income                                                             |  |                      | 324     |   |                 | 0.1   | %  |      |   | 374     |                 |  | 0.1   | %      |  |   | (50     | ) |  | (13.4 | %)
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|Income from continuing operations before income taxes and minority interest |  |                      | 14,981  |   |                 | 3.0   | %  |      |   | 9,191   |                 |  | 1.9   | %      |  |   | 5,790   |   |  | 63.0  | % 
|Income tax provision                                                        |  |                      | (7,427  | ) |                 | (1.5  | %) |      |   | (4,674  | )               |  | (1.0  | %)     |  |   | (2,753  | ) |  | 58.9  | % 
|Minority interest                                                           |  |                      | (1,609  | ) |                 | (0.3  | %) |      |   | (812    | )               |  | (0.2  | %)     |  |   | (797    | ) |  | (98.2 | %)
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|Income from continuing operations                                           |  |                      | 5,945   |   |                 | 1.2   | %  |      |   | 3,705   |                 |  | 0.8   | %      |  |   | 2,240   |   |  | 60.5  | % 
|Income (loss) from discontinued operations, net of income taxes             |  |                      | (919    | ) |                 | (0.2  | %) |      |   | 392     |                 |  | 0.1   | %      |  |   | (1,311  | ) |  | #     |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|Net income                                                                  |  | $                    | 5,026   |   |                 | 1.0   | %  |      | $ | 4,097   |                 |  | 0.8   | %      |  | $ | 929     |   |  | 22.7  | % 
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|Income (loss) per share                                                     |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|Basic                                                                      |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|Income from continuing operations                                           |  | $                    | 0.24    |   |                 |       |    |      | $ | 0.15    |                 |  |       |        |  | $ | 0.09    |   |  |       |   
|Income (loss) from discontinued operations                                  |  |                      | (0.04   | ) |                 |       |    |      |   | 0.02    |                 |  |       |        |  |   | (0.06   | ) |  |       |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|Net income                                                                  |  | $                    | 0.20    |   |                 |       |    |      | $ | 0.17    |                 |  |       |        |  | $ | 0.03    |   |  |       |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|Diluted                                                                    |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|Income from continuing operations                                           |  | $                    | 0.24    |   |                 |       |    |      | $ | 0.15    |                 |  |       |        |  | $ | 0.09    |   |  |       |   
|Income (loss) from discontinued operations                                  |  |                      | (0.04   | ) |                 |       |    |      |   | 0.01    |                 |  |       |        |  |   | (0.05   | ) |  |       |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|Net income                                                                  |  | $                    | 0.20    |   |                 |       |    |      | $ | 0.16    |                 |  |       |        |  | $ | 0.04    |   |  |       |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|Average number of common shares outstandingBasic                           |  |                      | 24,834  |   |                 |       |    |      |   | 24,787  |                 |  |       |        |  |   | 47      |   |  |       |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   
|Average number of common shares outstandingDiluted                         |  |                      | 24,915  |   |                 |       |    |      |   | 24,952  |                 |  |       |        |  |   | (37     | ) |  |       |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |         |   |  |       |   



#  Variances over 100% not displayed.



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##### Table of Contents

Net Revenue

The following table shows a comparison of consolidated net revenue (in thousands):



|                   |  |                      |         |      |   |          |  |          |        |  |     |  
|------------------ |  | -------------------- | ------- | ---- | - | -------- |  | -------- | ------ |  | --- | -
|                   |  | Years Ended June 30, |        
|                   |  | 2009                 |         | 2008 |   | $ Change |  | % Change |       
|Ambulance services |  | $                    | 423,361 |      | $ | 408,426  |  | $        | 14,935 |  | 3.7 | %
|Other services     |  |                      | 75,447  |      |   | 73,741   |  |          | 1,706  |  | 2.3 | %
|                   |  |                      |         |      |   |          |  |          |        |  |     |  
|Total net revenue  |  | $                    | 498,808 |      | $ | 482,167  |  | $        | 16,641 |  | 3.5 | %
|                   |  |                      |         |      |   |          |  |          |        |  |     |  

Ambulance Services

The increase in ambulance services revenue was primarily related to a $9.3 million increase in same service area revenue, $3.9 million from new emergency and non-emergency contracts in our Tennessee, Washington, Colorado and Oregon markets;
and $1.7 million related to a reserve for contractual allowances pursuant to an alleged overpayment of Medicare claims in Tennessee for the period 2004 and 2005 that was recorded in the previous fiscal year. The increase in same service area revenue
included $15.3 million in net medical transport APC and $0.5 million in master contract and standby revenue offset by $4.9 million of decreases in transport volume and a $1.7 million decrease in subsidy revenue. The decrease in subsidy revenue was
primarily the result of two counties in our Georgia market requiring cities to contract separately for services combined with the discontinuation of an industrial EMS contract in our Southern Arizona market.

Below are two tables providing fiscal year comparative transport data. The first table summarizes medical transport volume into same service area and new contracts,
while the second table summarizes total transport volume into emergency, non-emergency and wheelchair.



|                                              |  |                      |  |           |  |         |   |  |          |   
|--------------------------------------------- |  | -------------------- |  | --------- |  | ------- | - |  | -------- | --
|                                              |  | Years Ended June 30, | 
|                                              |  | 2009                 |  | 2008      |  | Change  |   |  | % Change |   
|Same service area medical transports          |  | 1,057,751            |  | 1,071,668 |  | (13,917 | ) |  | (1.3     | %)
|New contract medical transports               |  | 10,446               |  | N/A       |  | 10,446  |   |  | #        |   
|                                              |  |                      |  |           |  |         |   |  |          |   
|Medical transports from continuing operations |  | 1,068,197            |  | 1,071,668 |  | (3,471  | ) |  | (0.3     | %)
|                                              |  |                      |  |           |  |         |   |  |          |   



#  Variances over 100% not displayed.

The decrease in same service area medical transports was primarily related to the discontinuation of
service on two emergency contracts in Tempe, Arizona and Orange County, Florida. Combined, these contracts total approximately 27,400 transports annually. Absent the discontinuation of these contracts, transport volume increased 1.8%. New contract
transport growth was related to our new emergency and non-emergency contracts in our Washington, Colorado, Tennessee and Oregon markets.



|                                            |  |                      |  |                |   |  |           |  |                |   |  |                 |   |  |          |   
|------------------------------------------- |  | -------------------- |  | -------------- | - |  | --------- |  | -------------- | - |  | --------------- | - |  | -------- | --
|                                            |  | Years Ended June 30, | 
|                                            |  | 2009                 |  | % ofTransports |   |  | 2008      |  | % ofTransports |   |  | TransportChange |   |  | % Change |   
|Emergency medical transports                |  | 480,435              |  | 42.0           | % |  | 501,563   |  | 43.7           | % |  | (21,128         | ) |  | (4.2     | %)
|Non-emergency medical transports            |  | 587,762              |  | 51.5           | % |  | 570,105   |  | 49.7           | % |  | 17,657          |   |  | 3.1      | % 
|                                            |  |                      |  |                |   |  |           |  |                |   |  |                 |   |  |          |   
|Total medical transports                    |  | 1,068,197            |  | 93.5           | % |  | 1,071,668 |  | 93.4           | % |  | (3,471          | ) |  | (0.3     | %)
|Wheelchair transports                       |  | 74,912               |  | 6.5            | % |  | 75,502    |  | 6.6            | % |  | (590            | ) |  | (0.8     | %)
|                                            |  |                      |  |                |   |  |           |  |                |   |  |                 |   |  |          |   
|Total transports from continuing operations |  | 1,143,109            |  | 100.0          | % |  | 1,147,170 |  | 100.0          | % |  | (4,061          | ) |  | (0.4     | %)
|                                            |  |                      |  |                |   |  |           |  |                |   |  |                 |   |  |          |   

Contractual Allowances and Uncompensated Care

Contractual allowances applicable to Medicare, Medicaid and other third-party payers related to continuing operations, which are reflected as a reduction of gross
ambulance services revenue, totaled $323.9 million and



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$298.6 million for fiscal 2009 and 2008, respectively. The increase of $25.2 million was the result of rate increases, changes in payer mix in certain
markets, changes in service level mix, increased transport volume and the effect of a $1.7 million reserve to contractual allowances pursuant to an alleged overpayment of Medicare claims in Tennessee for the period 2004 through 2005 that was
recorded in the previous fiscal year. Uncompensated care as a percentage of gross ambulance services revenue declined to 13.8% for fiscal 2009 from 14.5% in fiscal 2008. The decline in uncompensated care reflects our continued focus on billing and
collections efforts.

Both contractual allowances and uncompensated care are reflected as a reduction of gross ambulance services revenue. A reconciliation
of gross ambulance services revenue to net ambulance services revenue is included in the table below (in thousands):



|                                 |  |                      |          |   |           |       |    |      |   |          |           |  |       |          |  |   |          |   |  |      |   
|-------------------------------- |  | -------------------- | -------- | - | --------- | ----- | -- | ---- | - | -------- | --------- |  | ----- | -------- |  | - | -------- | - |  | ---- | --
|                                 |  | Years Ended June 30, |         
|                                 |  | 2009                 |          |   | % ofGross |       |    | 2008 |   |          | % ofGross |  |       | $ Change |  |   | % Change |  
|Gross ambulance services revenue |  | $                    | 867,233  |   |           | 100.0 | %  |      | $ | 826,619  |           |  | 100.0 | %        |  | $ | 40,614   |   |  | 4.9  | % 
|Contractual allowances           |  |                      | (323,897 | ) |           | (37.3 | %) |      |   | (298,648 | )         |  | (36.1 | %)       |  |   | (25,249  | ) |  | (8.5 | %)
|Uncompensated care               |  |                      | (119,975 | ) |           | (13.8 | %) |      |   | (119,545 | )         |  | (14.5 | %)       |  |   | (430     | ) |  | (0.4 | %)
|                                 |  |                      |          |   |           |       |    |      |   |          |           |  |       |          |  |   |          |   |  |      |   
|Net ambulance services revenue   |  | $                    | 423,361  |   |           | 48.8  | %  |      | $ | 408,426  |           |  | 49.4  | %        |  | $ | 14,935   |   |  | 3.7  | % 
|                                 |  |                      |          |   |           |       |    |      |   |          |           |  |       |          |  |   |          |   |  |      |   

Net Medical Transport APC

Our net medical transport APC for fiscal 2009 was $370 compared to $356 for fiscal 2008. The 3.9% increase was primarily due to improved collections and rate increases.

Other Services

The $1.7 million increase in other services revenue
was primarily due to a $2.2 million increase in master fire contract fees primarily related to the conversion of a subscription fire area to a master contract and rate increases on our specialty fire contracts offset by decreases in fire response
and forestry fee revenue.

Operating Expenses

Payroll and Employee Benefits

Payroll and employee benefits expense was $309.9 million, or 62.1% of net revenue for fiscal 2009, an
increase of $11.5 million from $298.4 million, or 61.9% of net revenue, for fiscal 2008. The increase was due to $6.6 million of net changes in workers compensation actuarial adjustments from year to year (fiscal 2009 negative adjustment of $1.8
million compared to a positive adjustment of $4.8 million in fiscal 2008), $3.7 million of cost-of-living increases, a $1.6 million increase in health insurance expense, and a $0.9 million increase in ambulance unit hours. These increases were
offset by a $1.8 million decrease in current-year workers compensation claims expense.

Depreciation and Amortization

The increase in depreciation and amortization of $1.9 million or 14.5% for fiscal 2009 compared to fiscal 2008 was primarily due to additional capital expenditures during
the year.

Other Operating Expenses

Other operating
expenses was $117.6 million, or 23.6% of net revenue for fiscal 2009, an increase of $0.1 million from $117.5 million, or 24.4% of net revenue, for fiscal 2008. The increase was primarily due to $3.0 million in station expense and $1.2 million in
vehicle and equipment expense offset by a $2.2 million decrease in fuel expense and a $2.1 million decrease in professional fees.



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##### Table of Contents

General/Auto Liability

General/auto liability insurance expense was $11.8 million, or 2.4% of net revenue for fiscal 2009, a decrease of $2.6 million from $14.4 million, or 3.0% of net revenue, for fiscal 2008. The decrease was primarily due to $2.2 million of
decreases related to current year claims estimates and a net positive change in actuarial adjustments of $0.4 million from year to year (fiscal 2009 positive adjustment of $1.7 million compared to a fiscal 2008 positive adjustment of $1.3 million).

Gain on Sale of Assets

During fiscal 2009, we
entered into additional transactions to sell certain of our previously written-off self-pay accounts receivable to an unrelated third party. The resulting gains totaled $0.6 million.

During fiscal 2008, we sold certain of our previously written-off self-pay accounts receivable to an unrelated third party. The resulting gains totaled $2.1 million, $1.8 million of which were recorded in continuing
operations and $0.3 million of which were recorded in discontinued operations.

Interest Expense

Interest expense for fiscal 2009 was $30.8 million, or 6.2% of net revenue, a decrease of $0.9 million from $31.7 million, or 6.6% of net revenue for fiscal 2008. The
decrease was related to decreased interest on the Term Loan B due to lower balances, offset by increases related to the continued non-cash accretion of our Senior Discount Notes.

Minority Interest

Minority interest relates to the City of San Diegos portion (50%) of the San
Diego Medical Services Enterprise, LLC fiscal year-to-date net income. The increase in minority interest expense during fiscal 2009 was due to increased net income generated by the partnership in fiscal 2009.

Income Tax Provision

Our income tax provision consists
primarily of deferred income tax expense, as we utilize net operating loss carryforwards to reduce federal and state taxes currently payable and the associated deferred tax benefits are realized. As of June 30, 2009, our net operating loss
carryforwards for certain states have either been fully utilized or have expired. As a result, current state income tax expense has increased relative to prior years.

During fiscal 2009, we recorded a $7.4 million income tax provision related to continuing operations. This provision included $8.1 million of deferred income tax expense, which did not require a current cash payment.
The deferred income tax expense results primarily from utilization of tax benefits, primarily related to net operating loss carryforwards generated in prior years.

During fiscal 2009 the continuing operations tax provision resulted in an effective tax rate of 49.6%. This rate differed from the federal statutory rate of 35.0% primarily as a result of increases for the portion of non-cash interest
expense related to our Senior Discount Notes, which is not deductible for income tax purposes, non-deductible executive compensation and state income taxes. Additionally, our effective tax rate included a reduction related to pretax income that was
attributable to the minority interest in our joint venture with the City of San Diego. These items increased our effective tax rate by 7.5%. The effective income tax rate also includes 12.6% related to state income taxes.

The income tax provision for fiscal 2009 reflects a $1.0 million benefit for wage tax credits recorded in the fourth quarter. These credits relate to our participation
in Federal and state wage tax incentive programs in the state of New York from 2002 through 2008. These credits reduced our effective tax rate by 6.5%.



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##### Table of Contents

During fiscal 2008, we recorded a $4.7 million income tax provision related to continuing operations. This provision
included $3.3 million of deferred income tax expense, which did not require a current cash payment. The deferred income tax expense resulted primarily from utilization of tax benefits, primarily related to net operating loss carryforwards generated
in prior years.

During fiscal 2008 the continuing operations tax provision results in an effective tax rate of 50.9%. This rate differed from the federal
statutory rate of 35.0% primarily as a result of increases for the portion of non-cash interest expense related to our Senior Discount Notes, which is not deductible for income tax purposes, non-deductible executive compensation and state income
taxes. Additionally, our effective tax rate included a reduction related to income included in pretax income that was attributable to the minority interest in our joint venture with the City of San Diego. These items increased our effective tax rate
by 12.6%. The effective income tax rate also includes 14.9% related to state income taxes.

As of June 30, 2009, we maintained a valuation allowance
of $7.5 million against deferred tax assets related to state net operating loss carryforwards that we do not believe will be realized.

Discontinued
Operations

During fiscal 2009, we made the decision to exit ambulance transportation markets in Columbus and Marion, Ohio, and Roswell, New Mexico.
The financial results of these service areas are included within income (loss) from discontinued operations.

Loss from discontinued operations for fiscal
2009 was $0.9 million and included an income tax benefit of $0.5 million. The loss from discontinued operations before the income tax benefit was due primarily to $0.4 million recorded as a result of increasing our Medicare reserve contingency
related to the Ohio compliance matter, a portion of which related to our former Marion, Ohio operation.

Income from discontinued operations for fiscal
2008 was $0.4 million and included an income tax provision of $0.2 million. Income from this period included a $0.6 million gain of nonrefundable fire subscription prepayments upon the termination of our contract in Queen Creek, Arizona effective
January 1, 2008, and a gain of $0.3 million on the sale of self pay receivables. Those gains were partially offset by an additional pre-tax reserve of $0.7 million for a change in estimate related to a Medicaid intermediarys review of
service levels provided to certain patients in our Baltimore, Maryland and Washington DC operations, which were discontinued in fiscal 2004.

Fiscal
2009 Compared To Fiscal 2008Segments

Overview

We have four regional reporting segments that correspond with the manner in which our operations are managed and evaluated by our Chief Executive Officer. Although some of our operations do not align with the segments geographic
designation, all operations have been structured to capitalize on managements strengths. These segments comprise operations within the following areas:



|             |  |                                                                                                                                                                    
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Segment      |  | States                                                                                                                                                             
|Mid-Atlantic |  | New York, Northern Ohio                                                                                                                                            
|             | 
|South        |  | Alabama, Florida (fire), Georgia, Indiana, Kentucky, Louisiana, Mississippi, Missouri, New Jersey, North Dakota, Oregon (fire), Southern Ohio, Tennessee, Wisconsin
|             | 
|Southwest    |  | Arizona                                                                                                                                                            
|             | 
|West         |  | California, Central Florida (ambulance), Colorado, Nebraska, Oregon (ambulance), South Dakota, Utah, Washington                                                    



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Each reporting segment provides ambulance services, while our other services are provided predominantly in the South and
Southwest segments. During fiscal 2009, we determined that certain characteristics of our Oregon fire operation were more similar to the characteristics of operations residing in our South segment. Accordingly, we reorganized our operating segments
and our Oregon fire operation, which was formerly included in the Southwest segment is now included in the South segment. As a result of this change, prior period segment information related to our Oregon fire operation has been reclassified from
the Southwest segment to the South segment to conform to fiscal 2009 segment designations.

The accounting policies used in the preparation of our
consolidated financial statements have been followed in the preparation of the accompanying financial information for each reporting segment. For management purposes, our measure of segment profitability is defined as income from continuing
operations before depreciation and amortization, including goodwill impairment, interest expense (income), income taxes and minority interests. Additionally, corporate overhead allocations have been included within segment profits. Segment results
presented below reflect continuing operations only.

The key drivers that impact ambulance services revenues include transport volume, rates charged for
such services, mix of payers, the acuity of the patients we transport, the mix of activity between emergency and non-emergency services, our ability to negotiate government subsidies, as well as other competitive and market factors. The main drivers
of other services revenue are fire subscription rates and the number of subscribers, as well as master fire contract rates. These drivers can vary significantly from market to market and also can change over time.

Mid-Atlantic

The following table presents financial results
and key operating statistics for the Mid-Atlantic operations (in thousands, except medical transports, wheelchair transports, Net Medical Transport APC and DSO):



|                          |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|------------------------- |  | ---- | ------- | - | ---- | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                          |  | 2009 |         |   | 2008 |   |         | $ Change |  |   | % Change |  
|Net revenue               |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|Ambulance services        |  | $    | 82,515  |   |      | $ | 79,592  |          |  | $ | 2,923    |   |  | 3.7   | % 
|Other services            |  |      | 3,896   |   |      |   | 3,837   |          |  |   | 59       |   |  | 1.5   | % 
|                          |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|Total net revenue         |  | $    | 86,411  |   |      | $ | 83,429  |          |  | $ | 2,982    |   |  | 3.6   | % 
|                          |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|Segment profit            |  | $    | 19,297  |   |      | $ | 16,391  |          |  | $ | 2,906    |   |  | 17.7  | % 
|Segment profit margin     |  |      | 22.3    | % |      |   | 19.6    | %        |  |   |          |   |  |       |   
|Medical transports        |  |      | 225,157 |   |      |   | 229,525 |          |  |   | (4,368   | ) |  | (1.9  | %)
|Wheelchair transports     |  |      | 17,041  |   |      |   | 18,213  |          |  |   | (1,172   | ) |  | (6.4  | %)
|Net Medical Transport APC |  | $    | 355     |   |      | $ | 336     |          |  | $ | 19       |   |  | 5.7   | % 
|DSO (1)                   |  |      | 45      |   |      |   | 57      |          |  |   | (12      | ) |  | (21.1 | %)



|(1) | Segment DSO statistics have been modified to reflect an internal reallocation of accounts receivable reserves. DSO statistics were recalculated as if the reallocation had occurred
at the beginning of the period presented.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenue

The increase in ambulance services revenue was due to $4.4 million of increases in net medical transport APC, offset by $1.5 million of decreases related to transport volume. The decrease in medical transports
primarily reflected competitive pressure in our non-emergency markets. The net medical transport APC increased due to rate increases and collection rate increases.



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Payroll and employee benefits

Payroll and employee benefits was $45.5 million, or 52.7% of net revenue for fiscal 2009, compared to $43.4 million, or 52.1% of net revenue, for fiscal 2008. The $2.1 million increase was primarily due to a $1.0 million increase in
workers compensation expense, and $0.5 million increase in health insurance expense, with the remainder of the increase related to changes in cost-of-living adjustments, unit hours and training.

Operating Expenses

Operating expenses, including general/auto
liability expenses was $15.9 million for fiscal 2009, or 18.4% of net revenue, compared to $17.0 million, or 20.4% of net revenue for fiscal 2008. The decrease of $1.1 million was primarily due to a $0.9 million decrease in general/auto liability
expense, a $0.7 million decrease in vehicle and equipment expenses offset by $0.4 million related to a Medicare reserve contingency for the Ohio compliance matter.

In addition, corporate overhead allocations decreased, primarily due to decreased professional fees.

South

The following table presents financial results and key operating statistics for the South operations (in thousands, except medical transports, wheelchair transports, Net
Medical Transport APC, fire subscriptions and DSO):



|                                 |  |      |         |   |      |   |         |          |  |   |          |   |  |      |   
|-------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -------- |  | - | -------- | - |  | ---- | --
|                                 |  | 2009 |         |   | 2008 |   |         | $ Change |  |   | % Change |  
|Net revenue                      |  |      |         |   |      |   |         |          |  |   |          |   |  |      |   
|Ambulance services               |  | $    | 104,375 |   |      | $ | 91,500  |          |  | $ | 12,875   |   |  | 14.1 | % 
|Other services                   |  |      | 29,261  |   |      |   | 27,761  |          |  |   | 1,500    |   |  | 5.4  | % 
|                                 |  |      |         |   |      |   |         |          |  |   |          |   |  |      |   
|Total net revenue                |  | $    | 133,636 |   |      | $ | 119,261 |          |  | $ | 14,375   |   |  | 12.1 | % 
|                                 |  |      |         |   |      |   |         |          |  |   |          |   |  |      |   
|Segment profit                   |  | $    | 11,552  |   |      | $ | 10,964  |          |  | $ | 588      |   |  | 5.4  | % 
|Segment profit margin            |  |      | 8.6     | % |      |   | 9.2     | %        |  |   |          |   |  |      |   
|Medical transports               |  |      | 320,743 |   |      |   | 287,385 |          |  |   | 33,358   |   |  | 11.6 | % 
|Wheelchair transports            |  |      | 19,024  |   |      |   | 16,330  |          |  |   | 2,694    |   |  | 16.5 | % 
|Net Medical Transport APC        |  | $    | 294     |   |      | $ | 287     |          |  | $ | 7        |   |  | 2.4  | % 
|Fire subscriptions at period end |  |      | 43,477  |   |      |   | 44,319  |          |  |   | (842     | ) |  | (1.9 | %)
|DSO (1)                          |  |      | 41      |   |      |   | 37      |          |  |   | 4        |   |  | 10.8 | % 



|(1) | Segment DSO statistics have been modified to reflect an internal reallocation of accounts receivable reserves. DSO statistics were recalculated as if the reallocation had occurred
at the beginning of the period presented.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenue

The increase in ambulance services revenue was due to a $9.2 million increase in same service area revenue, a $2.0 million increase related to new contract revenue in Tennessee and a $1.7 million increase related to a
reserve for contractual allowances pursuant to an alleged overpayment of Medicare claims in Tennessee for the period 2004 and 2005 that was recorded in fiscal 2008. The same service area revenue increase included $8.0 million in medical transport
volume and $2.0 million in net medical APC offset by a $1.0 million decrease in subsidy revenue. The decrease in subsidy revenue was a result of two counties in our Georgia market requiring cities to contract separately for service. The increase in
net medical transport APC was due to rate increases and changes in service level mix. The increase in medical transports was due to growth in non-emergency transport volume in our Tennessee (including those generated from the new contract mentioned
above), Alabama, Georgia and Kentucky markets as a result of concentrated marketing efforts to expand our non-emergency business. The increase in wheelchair transports resulted from providing a full complement of services in our Tennessee and
Alabama markets.



43



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Other services revenue increased $1.5 million due to increases in fire services revenue. The increase included $0.9
million related to fire subscription revenue and $0.6 million related to rate increases on our specialty fire contracts.

Payroll and employee benefits

Payroll and employee benefits was $85.1 million, or 63.7% of net revenue, for fiscal 2009, compared to $74.3 million, or 62.3% of net revenue, for the
same period in the prior year. The $10.8 million increase was due to $7.7 million in increased ambulance unit hours to meet increased transport volume demand, a $1.7 million increase in health insurance expense and a $1.5 million increase in workers
compensation expense.

Operating Expenses

Operating
expenses, including general/auto liability expenses, for fiscal 2009 was $28.1 million, or 21.0% of net revenue compared to $24.8 million, or 20.8% of net revenue, for the same period in the prior year. The $3.3 million increase was primarily due to
$1.7 million of increases in vehicle and equipment expense primarily related to increased transport volume, $1.3 million increase in station expense and $0.4 million related to a Medicare reserve contingency for the Ohio compliance matter.

In addition, corporate overhead allocations decreased, primarily due to decreased professional fees.

Southwest

The following table presents financial results and
key operating statistics for the Southwest operations (in thousands, except medical transports, wheelchair transports, Net Medical Transport APC, fire subscriptions and DSO):



|                                 |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|-------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                                 |  | 2009 |         |   | 2008 |   |         | $ Change |  |   | % Change |  
|Net revenue                      |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|Ambulance services               |  | $    | 130,983 |   |      | $ | 133,506 |          |  | $ | (2,523   | ) |  | (1.9  | %)
|Other services                   |  |      | 40,905  |   |      |   | 40,794  |          |  |   | 111      |   |  | 0.3   | % 
|                                 |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|Total net revenue                |  | $    | 171,888 |   |      | $ | 174,300 |          |  | $ | (2,412   | ) |  | (1.4  | %)
|                                 |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|Segment profit                   |  | $    | 24,070  |   |      | $ | 22,308  |          |  | $ | 1,762    |   |  | 7.8   | % 
|Segment profit margin            |  |      | 14.0    | % |      |   | 12.8    | %        |  |   |          |   |  |       |   
|Medical transports               |  |      | 241,932 |   |      |   | 255,521 |          |  |   | (13,589  | ) |  | (5.3  | %)
|Wheelchair transports            |  |      | 6,163   |   |      |   | 7,375   |          |  |   | (1,212   | ) |  | (16.4 | %)
|Net Medical Transport APC        |  | $    | 534     |   |      | $ | 513     |          |  | $ | 21       |   |  | 4.1   | % 
|Fire subscriptions at period end |  |      | 66,059  |   |      |   | 73,692  |          |  |   | (7,633   | ) |  | (10.4 | %)
|DSO (1)                          |  |      | 54      |   |      |   | 70      |          |  |   | (16      | ) |  | (22.9 | %)



|(1) | Segment DSO statistics have been modified to reflect an internal reallocation of accounts receivable reserves. DSO statistics were recalculated as if the reallocation had occurred
at the beginning of the period presented.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenue

The decrease in ambulance services revenue was primarily due to a $7.0 million decrease related to transport volume and a $0.8 million decrease in subsidy revenue related to the discontinuation of an industrial EMS
contract in our Southern Arizona market, offset by $5.1 million of increases in net medical transport APC. Medical transports decreased primarily due to the discontinuation of service on an emergency contract in Tempe, Arizona, which had
approximately 7,700 transports annually combined with transport volume decreases in the



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emergency sector due to fewer temporary residents and leisure travelers. The increase in net medical transport APC was primarily due to rate increases and
collection rate increases. The decrease in wheelchair transports resulted from an ongoing strategic effort to call screen non-contractually required non-medically necessary transports, which are reimbursed at a significantly lower rate than
medically necessary transports.

Other services revenue remained consistent with the prior year, with increased master fire contract revenue being offset
by decreases in fire subscription and fire and forestry fee revenue.

Payroll and employee benefits

Payroll and employee benefits was $96.8 million, or 56.3% of net revenue for fiscal 2009, compared to $98.4 million, or 56.5% of net revenue, for fiscal 2008. The $1.6
million decrease was due to $5.8 million of decreases in ambulance unit hours, offset by $2.0 million of cost-of-living adjustments, a $1.5 million increase in workers compensation expense and a $0.7 million increase in health insurance expense.

Operating Expenses

Operating expenses, including
general/auto liability expenses, was relatively consistent at $39.8 million for fiscal 2009, or 23.2% of net revenue, compared to $40.0 million, or 23.0% of net revenue, for the same period in the prior year. The current year included $1.5 million
of decreases in vehicle and equipment expenses offset by increases of $1.0 million in other operating expenses.

In addition, corporate overhead
allocations decreased, primarily due to decreased professional fees.

West

The following table presents financial results and key operating statistics for the West operations (in thousands, except medical transports, wheelchair transports, Net Medical Transport APC and DSO):



|                          |  |      |         |   |      |   |         |          |  |   |          |   |  |      |   
|------------------------- |  | ---- | ------- | - | ---- | - | ------- | -------- |  | - | -------- | - |  | ---- | --
|                          |  | 2009 |         |   | 2008 |   |         | $ Change |  |   | % Change |  
|Net revenue               |  |      |         |   |      |   |         |          |  |   |          |   |  |      |   
|Ambulance services        |  | $    | 105,488 |   |      | $ | 103,828 |          |  | $ | 1,660    |   |  | 1.6  | % 
|Other services            |  |      | 1,385   |   |      |   | 1,349   |          |  |   | 36       |   |  | 2.7  | % 
|                          |  |      |         |   |      |   |         |          |  |   |          |   |  |      |   
|Total net revenue         |  | $    | 106,873 |   |      | $ | 105,177 |          |  | $ | 1,696    |   |  | 1.6  | % 
|                          |  |      |         |   |      |   |         |          |  |   |          |   |  |      |   
|Segment profit            |  | $    | 5,169   |   |      | $ | 3,621   |          |  | $ | 1,548    |   |  | 42.8 | % 
|Segment profit margin     |  |      | 4.8     | % |      |   | 3.4     | %        |  |   |          |   |  |      |   
|Medical transports        |  |      | 280,365 |   |      |   | 299,237 |          |  |   | (18,872  | ) |  | (6.3 | %)
|Wheelchair transports     |  |      | 32,684  |   |      |   | 33,584  |          |  |   | (900     | ) |  | (2.7 | %)
|Net Medical Transport APC |  | $    | 327     |   |      | $ | 303     |          |  | $ | 24       |   |  | 7.9  | % 
|DSO (1)                   |  |      | 69      |   |      |   | 72      |          |  |   | (3       | ) |  | (4.2 | %)



|(1) | Segment DSO statistics have been modified to reflect an internal reallocation of accounts receivable reserves. DSO statistics were recalculated as if the reallocation had occurred
at the beginning of the period presented.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenue

The increase in ambulance services revenue was primarily due to a $1.9 million increase in revenue from new emergency and non-emergency contracts in our Washington, Colorado and Oregon markets offset by a $0.2 million
decrease in same service area revenue. Same service area revenue included $7.2 million related to decreased transport volume offset by a $6.5 million increase in net medical transport APC and a $0.4 million



45



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increase in master contracts. Medical transports decreased primarily due to the discontinuation of an emergency contract in Orange County, Florida, which had
approximately 19,700 transports annually. This contract was not put out for RFP, and the transports related to this service area are currently serviced by the local fire department. The increase in the net medical APC was due to rate increases and
increases related to service level mix and collection rate.

We notified Salt Lake City, Utah, that we would exit the market at the conclusion of our
contract term in December 2009. Our decision was based on the inability during our four years in the market to secure a license to provide non-emergency ambulance services. Receiving such a license would have required a change to state law that, in
our opinion, was not forthcoming. The Utah market accounted for transports and net revenue of 10,755 and $4.2 million in 2009, respectively, and 11,179 and $3.5 million in 2008, respectively. This market will be reclassified to discontinued
operations in the second quarter of fiscal 2010.

Payroll and employee benefits

Payroll and employee benefits was $62.1 million, or 58.1% of net revenue for fiscal 2009, compared to $59.8 million, or 56.9% of net revenue, for fiscal 2008. The $2.3 million increase was primarily due to $1.5
million of cost-of-living adjustments, $1.1 million of increases in workers compensation expense, $0.8 million of increases in health insurance, offset by $1.5 million of decreases in ambulance unit hours.

Operating Expenses

Operating expenses, including general/auto
liability expenses was $34.7 million for fiscal 2009, or 32.4% of net revenue, compared to $35.7 million, or 34.0% of net revenue, for fiscal 2008. The $1.0 million decrease was primarily due to a $0.6 million decrease in vehicle and equipment
expenses and other less significant decreases in other operating expenses.

In addition, corporate overhead allocations decreased, primarily due to
decreased professional fees.



46



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##### Table of Contents

Results of Operations

Fiscal 2008 Compared To Fiscal 2007  Consolidated

Overview

The following table sets forth a comparison of certain items from our consolidated statements of operations for fiscal 2008 and 2007. The comparison includes the line
items expressed as a percentage of net revenue as well as the dollar value and percentage change in each line item (in thousands, except per share amounts):



|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|--------------------------------------------------------------------------- |  | -------------------- | ------- | - | --------------- | ----- | -- | ---- | - | ------- | --------------- |  | ----- | ------ |  | - | -------- | - |  | ----- | --
|                                                                            |  | Years Ended June 30, |        
|                                                                            |  | 2008                 |         |   | % ofNet Revenue |       |    | 2007 |   |         | % ofNet Revenue |  |       | Change |  |   | % Change |  
|Net revenue                                                                 |  | $                    | 482,167 |   |                 | 100.0 | %  |      | $ | 446,064 |                 |  | 100.0 | %      |  | $ | 36,103   |   |  | 8.1   | % 
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Operating expenses:                                                         |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Payroll and employee benefits                                               |  |                      | 298,395 |   |                 | 61.9  | %  |      |   | 278,677 |                 |  | 62.5  | %      |  |   | 19,718   |   |  | 7.1   | % 
|Depreciation and amortization                                               |  |                      | 12,736  |   |                 | 2.6   | %  |      |   | 11,470  |                 |  | 2.6   | %      |  |   | 1,266    |   |  | 11.0  | % 
|Other operating expenses                                                    |  |                      | 117,523 |   |                 | 24.4  | %  |      |   | 107,146 |                 |  | 24.0  | %      |  |   | 10,377   |   |  | 9.7   | % 
|General/auto liability insurance expense                                    |  |                      | 14,421  |   |                 | 3.0   | %  |      |   | 17,127  |                 |  | 3.8   | %      |  |   | (2,706   | ) |  | (15.8 | %)
|(Gain) loss on sale of assets                                               |  |                      | (1,386  | ) |                 | (0.3  | %) |      |   | 48      |                 |  | 0.0   | %      |  |   | (1,434   | ) |  | #     |   
|(Gain) on property insurance settlement                                     |  |                      | (70     | ) |                 | (0.0  | %) |      |   |        |                 |  |      |        |  |   | (70      | ) |  | #     |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Total operating expenses                                                    |  |                      | 441,619 |   |                 | 91.6  | %  |      |   | 414,468 |                 |  | 92.9  | %      |  |   | 27,151   |   |  | 6.6   | % 
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Operating income                                                            |  |                      | 40,548  |   |                 | 8.4   | %  |      |   | 31,596  |                 |  | 7.1   | %      |  |   | 8,952    |   |  | 28.3  | % 
|Interest expense                                                            |  |                      | (31,731 | ) |                 | (6.6  | %) |      |   | (31,517 | )               |  | (7.1  | %)     |  |   | (214     | ) |  | 0.7   | % 
|Interest income                                                             |  |                      | 374     |   |                 | 0.1   | %  |      |   | 517     |                 |  | 0.1   | %      |  |   | (143     | ) |  | (27.7 | %)
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Income from continuing operations before income taxes and minority interest |  |                      | 9,191   |   |                 | 1.9   | %  |      |   | 596     |                 |  | 0.1   | %      |  |   | 8,595    |   |  | #     |   
|Income tax provision                                                        |  |                      | (4,674  | ) |                 | (1.0  | %) |      |   | (1,215  | )               |  | (0.3  | %)     |  |   | (3,459   | ) |  | #     |   
|Minority interest                                                           |  |                      | (812    | ) |                 | (0.2  | %) |      |   | (1,389  | )               |  | (0.3  | %)     |  |   | 577      |   |  | (41.5 | %)
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Income (loss) from continuing operations                                    |  |                      | 3,705   |   |                 | 0.8   | %  |      |   | (2,008  | )               |  | (0.5  | %)     |  |   | 5,713    |   |  | #     |   
|Income from discontinued operations, net of income taxes                    |  |                      | 392     |   |                 | 0.1   | %  |      |   | 999     |                 |  | 0.2   | %      |  |   | (607     | ) |  | (60.8 | %)
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Net income (loss)                                                           |  | $                    | 4,097   |   |                 | 0.8   | %  |      | $ | (1,009  | )               |  | (0.2  | %)     |  | $ | 5,106    |   |  | #     |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Income (loss) per share                                                     |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Basic                                                                      |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Income (loss) from continuing operations                                    |  | $                    | 0.15    |   |                 |       |    |      | $ | (0.08   | )               |  |       |        |  | $ | 0.23     |   |  |       |   
|Income from discontinued operations                                         |  |                      | 0.02    |   |                 |       |    |      |   | 0.04    |                 |  |       |        |  |   | (0.02    | ) |  |       |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Net income (loss)                                                           |  | $                    | 0.17    |   |                 |       |    |      | $ | (0.04   | )               |  |       |        |  | $ | 0.21     |   |  |       |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Diluted                                                                    |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Income (loss) from continuing operations                                    |  | $                    | 0.15    |   |                 |       |    |      | $ | (0.08   | )               |  |       |        |  | $ | 0.23     |   |  |       |   
|Income from discontinued operations                                         |  |                      | 0.01    |   |                 |       |    |      |   | 0.04    |                 |  |       |        |  |   | (0.03    | ) |  |       |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Net income (loss)                                                           |  | $                    | 0.16    |   |                 |       |    |      | $ | (0.04   | )               |  |       |        |  | $ | 0.20     |   |  |       |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Average number of common shares outstandingBasic                           |  |                      | 24,787  |   |                 |       |    |      |   | 24,604  |                 |  |       |        |  |   | 183      |   |  |       |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   
|Average number of common shares outstandingDiluted                         |  |                      | 24,952  |   |                 |       |    |      |   | 24,604  |                 |  |       |        |  |   | 348      |   |  |       |   
|                                                                            |  |                      |         |   |                 |       |    |      |   |         |                 |  |       |        |  |   |          |   |  |       |   



#  Variances over 100% not displayed.



47



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##### Table of Contents

Net Revenue

The following table shows a comparison of consolidated net revenue (in thousands):



|                   |  |                      |         |      |   |          |  |          |        |  |      |  
|------------------ |  | -------------------- | ------- | ---- | - | -------- |  | -------- | ------ |  | ---- | -
|                   |  | Years Ended June 30, |        
|                   |  | 2008                 |         | 2007 |   | $ Change |  | % Change |       
|Ambulance services |  | $                    | 408,426 |      | $ | 379,074  |  | $        | 29,352 |  | 7.7  | %
|Other services     |  |                      | 73,741  |      |   | 66,990   |  |          | 6,751  |  | 10.1 | %
|                   |  |                      |         |      |   |          |  |          |        |  |      |  
|Total net revenue  |  | $                    | 482,167 |      | $ | 446,064  |  | $        | 36,103 |  | 8.1  | %
|                   |  |                      |         |      |   |          |  |          |        |  |      |  

Ambulance Services

The increase in ambulance services revenue was driven by a $26.8 million increase in same service area revenue and $4.3 million of increases related to new contract revenue, offset by a $1.7 million decrease related to a reserve for
contractual allowances pursuant to an alleged overpayment of Medicare claims in Tennessee for the period 2004 and 2005 that was recorded in fiscal 2008. The increase in same service area revenue included $18.2 million related to an increase in net
medical transport APC, a $5.7 million increase in medical transport volume and a $2.8 million increase in subsidy revenue. The increase in net medical transport APC is a reflection of improved collection, rate increases and changes in service level
mix within our markets. The new contract revenue was generated primarily from our California, Missouri, Tennessee and Washington markets.

Below are two
tables providing fiscal year comparative transport data. The first table summarizes medical transport volume into same service area and new contracts, while the second table summarizes total transport volume into emergency, non-emergency and
wheelchair.



|                                              |  |                      |  |           |  |        |  |          |  
|--------------------------------------------- |  | -------------------- |  | --------- |  | ------ |  | -------- | -
|                                              |  | Years Ended June 30, | 
|                                              |  | 2008                 |  | 2007      |  | Change |  | % Change |  
|Same service area medical transports          |  | 1,059,544            |  | 1,042,671 |  | 16,873 |  | 1.6      | %
|New contract medical transports               |  | 12,124               |  | N/A       |  | 12,124 |  | #        |  
|                                              |  |                      |  |           |  |        |  |          |  
|Medical transports from continuing operations |  | 1,071,668            |  | 1,042,671 |  | 28,997 |  | 2.8      | %
|                                              |  |                      |  |           |  |        |  |          |  



#  Variances over 100% not displayed.

New contract medical transport growth relates to new contracts in our California, Missouri, Tennessee
and Washington markets.



|                                            |  |                      |  |                |   |  |           |  |                |   |  |                 |   |  |          |   
|------------------------------------------- |  | -------------------- |  | -------------- | - |  | --------- |  | -------------- | - |  | --------------- | - |  | -------- | --
|                                            |  | Years Ended June 30, | 
|                                            |  | 2008                 |  | % ofTransports |   |  | 2007      |  | % ofTransports |   |  | TransportChange |   |  | % Change |   
|Emergency medical transports                |  | 501,563              |  | 43.7           | % |  | 486,615   |  | 43.4           | % |  | 14,948          |   |  | 3.1      | % 
|Non-emergency medical transports            |  | 570,105              |  | 49.7           | % |  | 556,056   |  | 49.5           | % |  | 14,049          |   |  | 2.5      | % 
|                                            |  |                      |  |                |   |  |           |  |                |   |  |                 |   |  |          |   
|Total medical transports                    |  | 1,071,668            |  | 93.4           | % |  | 1,042,671 |  | 92.9           | % |  | 28,997          |   |  | 2.8      | % 
|Wheelchair transports                       |  | 75,502               |  | 6.6            | % |  | 79,427    |  | 7.1            | % |  | (3,925          | ) |  | (4.9     | %)
|                                            |  |                      |  |                |   |  |           |  |                |   |  |                 |   |  |          |   
|Total transports from continuing operations |  | 1,147,170            |  | 100.0          | % |  | 1,122,098 |  | 100.0          | % |  | 25,072          |   |  | 2.2      | % 
|                                            |  |                      |  |                |   |  |           |  |                |   |  |                 |   |  |          |   

Increases in emergency medical transports represented 51.6% of the growth in continuing operations medical
transport volume in fiscal 2008.

Contractual Allowances and Uncompensated Care

Contractual allowances applicable to Medicare, Medicaid and other third-party payers related to continuing operations, which are reflected as a reduction of gross ambulance services revenue, totaled $298.6 million and



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$276.0 million for fiscal 2008 and 2007, respectively. The increase of $22.6 million is the result of rate increases, changes in payer mix in certain
markets, changes in service level mix, increased transport volume and the effect of a $1.7 million reserve to contractual allowances pursuant to an alleged overpayment of Medicare claims in Tennessee for the period 2004 through 2005. Uncompensated
care remained consistent as a percentage of gross ambulance services revenue at 14.5% in fiscal 2008 compared to 14.6% in fiscal 2007.

Both contractual
allowances and uncompensated care are reflected as a reduction of gross ambulance services revenue. A reconciliation of gross ambulance services revenue to net ambulance services revenue is included in the table below (in thousands):



|                                 |  |                      |          |   |           |       |    |      |   |          |           |  |       |          |  |   |          |   |  |      |   
|-------------------------------- |  | -------------------- | -------- | - | --------- | ----- | -- | ---- | - | -------- | --------- |  | ----- | -------- |  | - | -------- | - |  | ---- | --
|                                 |  | Years Ended June 30, |         
|                                 |  | 2008                 |          |   | % ofGross |       |    | 2007 |   |          | % ofGross |  |       | $ Change |  |   | % Change |  
|Gross ambulance services revenue |  | $                    | 826,619  |   |           | 100.0 | %  |      | $ | 766,571  |           |  | 100.0 | %        |  | $ | 60,048   |   |  | 7.8  | % 
|Contractual allowances           |  |                      | (298,648 | ) |           | (36.1 | %) |      |   | (275,950 | )         |  | (36.0 | %)       |  |   | (22,698  | ) |  | (8.2 | %)
|Uncompensated care               |  |                      | (119,545 | ) |           | (14.5 | %) |      |   | (111,547 | )         |  | (14.6 | %)       |  |   | (7,998   | ) |  | (7.2 | %)
|                                 |  |                      |          |   |           |       |    |      |   |          |           |  |       |          |  |   |          |   |  |      |   
|Net ambulance services revenue   |  | $                    | 408,426  |   |           | 49.4  | %  |      | $ | 379,074  |           |  | 49.4  | %        |  | $ | 29,352   |   |  | 7.7  | % 
|                                 |  |                      |          |   |           |       |    |      |   |          |           |  |       |          |  |   |          |   |  |      |   

Net Medical Transport APC

Our net medical transport APC for fiscal 2008 was $356 compared to $338 for fiscal 2007. The 5.3% increase reflects four drivers: increased transport rates, changes in the levels of uncompensated care offset by a
concentration of transport growth within the emergency response sector; and changes in the number of basic life support versus advanced life support transports provided.

Other Services

The $6.7 million increase in other services revenue was primarily due to a $3.5 million increase in
fire subscription revenue and a $2.5 million increase in master fire contract fees. The increase in fire subscription revenue was attributable to increases in rates, and to a lesser extent, increases in subscribers. The increase in master fire
contract fees primarily related to a new contract in Washington and increased rates associated with our industrial and airport contracts.

Operating
Expenses

Payroll and Employee Benefits

Payroll
and employee benefits expense was $298.4 million, or 61.9% of net revenue for fiscal 2008, an increase of $19.7 million from $278.7 million, or 62.5% of net revenue for fiscal 2007. The increase was primarily due to a $7.9 million increase from
additional ambulance unit hours to meet more stringent service level requirements in our Tennessee and California markets and new contracts in our Washington and California markets, $5.1 million due to annual cost-of-living adjustments and increased
base wage rates to achieve optimum staffing levels, $3.1 million increase in the management incentive program accrual, $1.5 million increase in employee health insurance expense and a $1.0 million decrease in the positive workers compensation
actuarial claims adjustment as compared to prior year ($5.8 million recognized in fiscal 2007 compared to $4.8 million recognized in fiscal 2008).

Depreciation and Amortization

The increase in depreciation and amortization of $1.3 million or 11.0% in fiscal 2008 compared to fiscal 2007
was primarily due to additional capital expenditures during the year.



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Other Operating Expenses

Other operating expenses was $117.5 million, or 24.4% of net revenue for fiscal 2008, an increase of $10.4 million from $107.1 million, or 24.0% of net revenue for fiscal 2007. The increase was primarily due to a $3.4 million increase in
fuel expense, $2.7 million increase in professional fees related to tax, legal, and audit fees associated with the adoption of FIN 48, the completion of a prior year financial statement restatement, review of Internal Revenue Code Section 382
matters, expenses related to the agreement to settle the proposed Board of Directors election contest, contract renewals, responses to contract proposals and union negotiations. In addition, we recognized a $2.6 million increase in station expenses
and a $2.6 million increase in other vehicle and equipment expense. These increases were offset by a $0.8 million Medicare reserve contingency related to the Ohio Medicare matter recorded in the prior year.

General/Auto Liability

The general/auto liability expense was $14.4
million, or 3.0% of net revenue for fiscal 2008, a decrease of $2.7 million from $17.1 million, or 3.8% of net revenue for fiscal 2007. The decrease was due to a $1.3 million positive actuarial claims adjustment recognized in fiscal 2008 compared to
a $1.1 million negative actuarial claims adjustment recognized in fiscal 2007. Additionally, a settlement of $0.9 million related to third-party administrative fees was expensed in fiscal 2007.

Gain on Sale of Assets

During fiscal 2008, we sold certain of our
previously written-off self-pay accounts receivable to an unrelated third party. The resulting gains totaled $2.1 million, $1.8 million of which were recorded in continuing operations and $0.3 million of which were recorded in discontinued
operations.

Interest Expense

Interest expense
for fiscal 2008 was $31.7 million, or 6.6% of net revenue, an increase of $0.2 million from $31.5 million, or 7.1% of net revenue for fiscal 2007. The increase was related to increased interest related to the continued non-cash accretion of our
Senior Discount Notes offset by decreases on the Term Loan B due to lower balances.

Minority Interest

Minority interest relates to the City of San Diegos portion (50%) of the San Diego Medical Services Enterprise, LLC fiscal year-to-date net income. The
decrease in minority interest expense during fiscal 2008 was due to decreased net income generated by the partnership in fiscal 2008.

Income Tax
Provision

Our income tax provision consists primarily of deferred income tax expense, as we utilize net operating loss carryforwards to reduce
federal and state taxes currently payable and the associated deferred tax benefits are realized. As of June 30, 2008, our net operating loss carryforwards for certain taxing jurisdictions had either been fully utilized or had expired. As a
result, current state income tax expense has increased relative to prior years.

During fiscal 2008, we recorded a $4.7 million income tax provision
related to continuing operations. This provision includes $3.3 million of deferred income tax expense, which did not require a current cash payment. The deferred income tax expense results primarily from utilization of tax benefits, primarily
related to net operating loss carryforwards generated in prior years.

During fiscal 2008 the continuing operations tax provision resulted in an effective
tax rate of 50.9%. This rate differs from the federal statutory rate of 35.0% primarily as a result of recurring expenses that are not deductible for income tax purposes, such as certain executive compensation, lobbying expenses, and a portion of
non-cash interest related to our 12.75% Senior Discount Notes.



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Additionally, our effective tax rate included a reduction related to pretax income that is attributable to the minority
interest in our joint venture with the City of San Diego. These items increased our effective tax rate by 12.6%. The effective income tax rate also includes 14.9% related to state income taxes.

During fiscal 2007, we recorded a $1.2 million income tax provision related to continuing operations. This provision includes $0.4 million of deferred income tax
expense, which did not require a current cash payment. The deferred income tax expense resulted primarily from utilization of tax benefits, primarily related to net operating loss carryforwards generated in prior years.

Pretax income from continuing operations in fiscal 2007 was significantly lower than in fiscal 2008. As a result, permanent differences not deductible calculating
taxable income and state income taxes, as discussed below, had a much larger impact on the effective tax rate. During fiscal 2007 the continuing operations tax provision resulted in an effective tax rate of 203.9%. This rate differed from the
federal statutory rate of 35.0% primarily as a result of recurring expenses that were not deductible for income tax purposes, such as certain executive compensation, lobbying expenses, and a portion of non-cash interest related to our 12.75% Senior
Discount Notes. Additionally, our effective tax rate included a reduction related to income included in pretax income that was attributable to the minority interest in our joint venture with the City of San Diego. These items increased our effective
tax rate by 62.2%. The effective income tax rate also included 139.5% related to state income taxes.

Fiscal 2008 Compared To Fiscal 2007 
Segments

Overview

We have four regional
reporting segments which correspond with the manner in which operations are managed and evaluated by our Chief Executive Officer. Although some of our operations do not align with the segments geographic designation, all operations have been
structured to capitalize on managements strengths. These segments comprise operations within the following areas:



|             |  |                                                                                                                                                                    
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Segment      |  | States                                                                                                                                                             
|Mid-Atlantic |  | New York, Northern Ohio                                                                                                                                            
|             | 
|South        |  | Alabama, Florida (fire), Georgia, Indiana, Kentucky, Louisiana, Mississippi, Missouri, New Jersey, North Dakota, Oregon (fire), Southern Ohio, Tennessee, Wisconsin
|             | 
|Southwest    |  | Arizona                                                                                                                                                            
|             | 
|West         |  | California, Central Florida (ambulance), Colorado, Nebraska, Oregon (ambulance), South Dakota, Utah, Washington                                                    

Each reporting segment provides ambulance services while other services are predominantly in the South and
Southwest segments.

During fiscal 2009, we determined that certain characteristics of our Oregon fire operation were more similar to the characteristics
of operations residing in our South segment. Accordingly, we reorganized our operating segments and our Oregon fire operation, which was formerly included in the Southwest segment, is now included in the South segment. As a result of this change,
prior-period segment information related to our Oregon fire operation has been reclassified from the Southwest segment to the South segment to conform to fiscal 2009 segment designations.

The accounting policies used in the preparation of our consolidated financial statements have been followed in the preparation of the accompanying financial information
for each reporting segment. For management purposes, our measure of segment profitability is defined as income from continuing operations before depreciation and amortization, including goodwill impairment, interest expense (income), income taxes
and minority interests. Additionally, corporate overhead allocations have been included within segment profits. Segment results presented below reflect continuing operations only.



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The key drivers that impact ambulance services revenues include transport volume, rates charged for such services, mix of
payers, the acuity of the patients we transport, the mix of activity between emergency and non-emergency services, our ability to negotiate government subsidies as well as other competitive and market factors. The main drivers of other services
revenue are fire subscription rates and the number of subscribers. These drivers can vary significantly from market to market and also can change over time.

Mid-Atlantic

The following table presents financial results and key operating statistics for the Mid-Atlantic operations (in
thousands, except medical transports, wheelchair transports, Net Medical Transport APC and DSO):



|                          |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|------------------------- |  | ---- | ------- | - | ---- | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                          |  | 2008 |         |   | 2007 |   |         | $ Change |  |   | % Change |  
|Net revenue               |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|Ambulance services        |  | $    | 79,592  |   |      | $ | 78,494  |          |  | $ | 1,098    |   |  | 1.4   | % 
|Other services            |  |      | 3,837   |   |      |   | 3,746   |          |  |   | 91       |   |  | 2.4   | % 
|                          |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|Total net revenue         |  | $    | 83,429  |   |      | $ | 82,240  |          |  | $ | 1,189    |   |  | 1.4   | % 
|                          |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|Segment profit            |  | $    | 16,391  |   |      | $ | 14,045  |          |  | $ | 2,346    |   |  | 16.7  | % 
|Segment profit margin     |  |      | 19.6    | % |      |   | 17.1    | %        |  |   |          |   |  |       |   
|Medical transports        |  |      | 229,525 |   |      |   | 238,672 |          |  |   | (9,147   | ) |  | (3.8  | %)
|Wheelchair transports     |  |      | 18,213  |   |      |   | 17,914  |          |  |   | 299      |   |  | 1.7   | % 
|Net Medical Transport APC |  | $    | 336     |   |      | $ | 318     |          |  | $ | 18       |   |  | 5.7   | % 
|DSO (1)                   |  |      | 57      |   |      |   | 68      |          |  |   | (11      | ) |  | (16.2 | %)



|(1) | Segment DSO statistics have been modified to reflect an internal reallocation of accounts receivable reserves. DSO statistics were recalculated as if the reallocation had occurred
at the beginning of the period presented.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenue

The increase in ambulance services revenue was primarily due to $4.1 million attributable to the increase in net medical transport APC, offset by $2.9 million decrease in same service area transport volume. The
decrease in medical transports reflected the continued decreasing population trend within our Ohio and Buffalo markets.

Payroll and employee benefits

Payroll and employee benefits expense was $43.4 million, or 52.0% of net revenue for fiscal 2008, a decrease of $2.1 million from $45.5 million,
or 55.4% of net revenue for fiscal 2007. The decrease was primarily due to a $1.9 million decrease in ambulance unit hours required in the Buffalo and Ohio markets and a $1.3 million decrease to workers compensation expense offset by a $0.9
million increase related to annual cost of living adjustments.

Operating Expenses

Operating expenses, including general/auto liability expense, for fiscal 2008 were $17.0 million, or 20.4% of net revenue, a decrease of $1.0 million from $18.0 million or 21.9% of net revenue, for fiscal 2007. This
decrease was primarily due to a $1.6 million decrease in general/auto liability insurance expense and a $0.4 million Medicare reserve contingency recorded in the prior year, offset by changes in other vehicle and operating expenses, most notably a
$0.5 million increase related to fuel costs.

In addition, corporate overhead allocations increased due to higher costs surrounding the prior-year
financial statement restatement, FIN 48 disclosure requirements, the review of Internal Revenue Service Code Section 382, the agreement to settle the Board of Directors election contest and partially offset by the allocation of positive
actuarial adjustments for our insurance programs previously recorded on a consolidated basis.



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South

The
following table presents financial results and key operating statistics for the South operations (in thousands, except medical transports, wheelchair transports, Net Medical Transport APC, fire subscriptions and DSO):



|                                 |  |      |         |   |      |   |         |          |  |   |          |   |  |      |   
|-------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -------- |  | - | -------- | - |  | ---- | --
|                                 |  | 2008 |         |   | 2007 |   |         | $ Change |  |   | % Change |  
|Net revenue                      |  |      |         |   |      |   |         |          |  |   |          |   |  |      |   
|Ambulance services               |  | $    | 91,500  |   |      | $ | 80,057  |          |  | $ | 11,443   |   |  | 14.3 | % 
|Other services                   |  |      | 27,761  |   |      |   | 25,818  |          |  |   | 1,943    |   |  | 7.5  | % 
|                                 |  |      |         |   |      |   |         |          |  |   |          |   |  |      |   
|Total net revenue                |  | $    | 119,261 |   |      | $ | 105,875 |          |  | $ | 13,386   |   |  | 12.6 | % 
|                                 |  |      |         |   |      |   |         |          |  |   |          |   |  |      |   
|Segment profit                   |  | $    | 10,964  |   |      | $ | 10,681  |          |  | $ | 283      |   |  | 2.6  | % 
|Segment profit margin            |  |      | 9.2     | % |      |   | 10.1    | %        |  |   |          |   |  |      |   
|Medical transports               |  |      | 287,385 |   |      |   | 270,979 |          |  |   | 16,406   |   |  | 6.1  | % 
|Wheelchair transports            |  |      | 16,330  |   |      |   | 17,696  |          |  |   | (1,366   | ) |  | (7.7 | %)
|Net Medical Transport APC        |  | $    | 287     |   |      | $ | 264     |          |  | $ | 23       |   |  | 8.7  | % 
|Fire subscriptions at period end |  |      | 44,319  |   |      |   | 44,787  |          |  |   | (468     | ) |  | (1.0 | %)
|DSO (1)                          |  |      | 37      |   |      |   | 40      |          |  |   | (3       | ) |  | (7.5 | %)



|(1) | Segment DSO statistics have been modified to reflect an internal reallocation of accounts receivable reserves. DSO statistics were recalculated as if the reallocation had occurred
at the beginning of the period presented.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenue

The increase in ambulance services revenue was primarily due to an $11.6 million increase in same service area revenue, a $1.5 million increase related to new contract revenue in Missouri and Tennessee, offset by a
$1.7 million decrease related to a reserve for contractual allowances pursuant to an alleged overpayment of Medicare claims in Tennessee for the period 2004 and 2005 that was recorded in fiscal 2008. Same service area revenue included a $6.4 million
increase in net medical transport APC, $3.0 million increase in medical transport volume, and $2.3 million increase in ambulance subsidies. The increase in net medical APC was a reflection of improvement in collection rates and changes in service
level mix. The increase in medical transport volume was primarily due to growth in our Tennessee and Missouri markets. The decrease in wheelchair transports resulted from an ongoing strategic effort to outsource non-medically necessary transports,
which are reimbursed at a significantly lower rate than medically necessary transports.

Other services revenue increased due to a $1.4 million increase in
master contract revenue primarily related to a new contract in Washington and increased rates associated with industrial and airport contracts.

Payroll
and employee benefits

Payroll and employee benefits was $74.3 million, or 62.3% of net revenue for fiscal 2008, compared to $65.6 million, or 61.9% of
net revenue, for fiscal 2007. The $8.7 million increase was primarily due to a $6.7 million increase from additional ambulance unit hours to meet more stringent service level requirements and increased transport volume, $1.4 million in annual
cost-of-living and base wage rate increases to achieve optimum staffing levels offset by a $1.4 million decrease in workers compensation expense.

Operating Expenses

Operating expenses, including general/auto liability expense, for fiscal 2008 were $24.8 million, or 20.8% of net
revenue, compared to $23.6 million or 22.3% of net revenue for fiscal 2007. The $1.2 million increase was primarily due to a $1.9 million increase in vehicle and equipment expense and a $0.6 million increase in station



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expenses, offset by a $0.8 million decrease in general/auto liability insurance claims cost and a $0.4 million Medicare reserve contingency recorded in the
prior year and other individually less significant changes in other operating expenses.

In addition, corporate overhead allocations increased due to
higher costs surrounding the prior-year financial statement restatement, FIN 48 disclosure requirements, the review of Internal Revenue Service Code Section 382, the agreement to settle the Board of Directors election contest and partially
offset by the allocation of positive actuarial adjustments for our insurance programs previously recorded on a consolidated basis.

Southwest

The following table presents financial results and key operating statistics for the Southwest operations (in thousands, except medical transports,
wheelchair transports, Net Medical Transport APC, fire subscriptions and DSO):



|                                 |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|-------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                                 |  | 2008 |         |   | 2007 |   |         | $ Change |  |   | % Change |  
|Net revenue                      |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|Ambulance services               |  | $    | 133,506 |   |      | $ | 123,409 |          |  | $ | 10,097   |   |  | 8.2   | % 
|Other services                   |  |      | 40,794  |   |      |   | 36,417  |          |  |   | 4,377    |   |  | 12.0  | % 
|                                 |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|Total net revenue                |  | $    | 174,300 |   |      | $ | 159,826 |          |  | $ | 14,474   |   |  | 9.1   | % 
|                                 |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|Segment profit                   |  | $    | 22,308  |   |      | $ | 13,460  |          |  | $ | 8,848    |   |  | 65.7  | % 
|Segment profit margin            |  |      | 12.8    | % |      |   | 8.4     | %        |  |   |          |   |  |       |   
|Medical transports               |  |      | 255,521 |   |      |   | 242,035 |          |  |   | 13,486   |   |  | 5.6   | % 
|Wheelchair transports            |  |      | 7,375   |   |      |   | 12,399  |          |  |   | (5,024   | ) |  | (40.5 | %)
|Net Medical Transport APC        |  | $    | 513     |   |      | $ | 501     |          |  | $ | 12       |   |  | 2.4   | % 
|Fire subscriptions at period end |  |      | 73,692  |   |      |   | 71,095  |          |  |   | 2,597    |   |  | 3.7   | % 
|DSO (1)                          |  |      | 70      |   |      |   | 70      |          |  |   |         |   |  | 0.0   | % 



|(1) | Segment DSO statistics have been modified to reflect an internal reallocation of accounts receivable reserves. DSO statistics were recalculated as if the reallocation had occurred
at the beginning of the period presented.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenue

The increase in ambulance services revenue was due to a $3.0 million increase in net medical APC, a $6.8 million increase in medical transport volume and $0.5 million increase in ambulance subsidies. The increase in
net medical APC was a reflection of both improved collection rates and changes in service level mix within the segment, while medical transport growth occurred throughout the Arizona markets. The decrease in wheelchair transports results from an
ongoing strategic effort to eliminate transports for which we are not contractually obligated. The increase in other services revenue was primarily due to a $3.3 million increase in fire subscription revenue due to increased fire subscription rates
and to a lesser extent, increased subscribers, as well as a $1.2 million increase in master fire contract fees related to rate increases and the conversion of one community from fire subscriptions to a master contract.

Payroll and employee benefits

Payroll and employee benefits was
$98.4 million, or 56.5% of net revenue for fiscal 2008, compared to $100.1 million, or 62.6% of net revenue for fiscal 2007. The $1.7 million decrease was primarily due to a $1.0 million decrease in workers compensation expense and a $1.1
million positive pension plan actuarial adjustment previously recorded on a consolidated basis, offset by a $0.4 million severance accrual for administrative downsizing.



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Operating Expenses

Operating expenses, including general/auto liability costs, for fiscal 2008 were $40.0 million, or 23.0% of net revenue, compared to $37.0 million, or 23.2% of net revenue for fiscal 2007. The $3.0 million increase is primarily due to $1.3
million of increased vehicle and equipment expense, $0.6 million of increased station expense and a $0.5 million increase in general/auto liability insurance claims.

In addition, corporate overhead allocations increased due to higher costs surrounding the prior-year financial statement restatement, FIN 48 disclosure requirements, the review of Internal Revenue Service Code
Section 382, the agreement to settle the Board of Directors election contest and partially offset by the allocation of positive actuarial adjustments for our insurance programs previously recorded on a consolidated basis.

West

The following table presents financial results and key
operating statistics for the West operations (in thousands, except medical transports, wheelchair transports, Net Medical Transport APC and DSO):



|                          |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|------------------------- |  | ---- | ------- | - | ---- | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                          |  | 2008 |         |   | 2007 |   |         | $ Change |  |   | % Change |  
|Net revenue               |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|Ambulance services        |  | $    | 103,828 |   |      | $ | 97,114  |          |  | $ | 6,714    |   |  | 6.9   | % 
|Other services            |  |      | 1,349   |   |      |   | 1,009   |          |  |   | 340      |   |  | 33.7  | % 
|                          |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|Total net revenue         |  | $    | 105,177 |   |      | $ | 98,123  |          |  | $ | 7,054    |   |  | 7.2   | % 
|                          |  |      |         |   |      |   |         |          |  |   |          |   |  |       |   
|Segment profit            |  | $    | 3,621   |   |      | $ | 4,880   |          |  | $ | (1,259   | ) |  | (25.8 | %)
|Segment profit margin     |  |      | 3.4     | % |      |   | 5.0     | %        |  |   |          |   |  |       |   
|Medical transports        |  |      | 299,237 |   |      |   | 290,985 |          |  |   | 8,252    |   |  | 2.8   | % 
|Wheelchair transports     |  |      | 33,584  |   |      |   | 31,418  |          |  |   | 2,166    |   |  | 6.9   | % 
|Net Medical Transport APC |  | $    | 303     |   |      | $ | 290     |          |  | $ | 13       |   |  | 4.5   | % 
|DSO (1)                   |  |      | 72      |   |      |   | 85      |          |  |   | (13      | ) |  | (15.3 | %)



|(1) | Segment DSO statistics have been modified to reflect an internal reallocation of accounts receivable reserves. DSO statistics were recalculated as if the reallocation had occurred
at the beginning of the period presented.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenue

The increase in ambulance services revenue was primarily due to a $3.9 million increase in same service area revenue and $2.8 million in new contract revenue in Washington and California. Same service area revenue
included a $3.1 million increase in net medical transport APC, a $0.3 million increase in medical transport volume, and a $0.4 million increase in master ambulance contracts. The increase in the net medical APC was a reflection of a reduction in
uncompensated care and a change in service level mix. The increase in medical transport volumes was due to growth in the San Diego, Pacific Northwest and Nebraska markets, offset by a decline in our Colorado market as a result of the University of
Colorado hospital system consolidating its campuses and reducing non-emergency transport volume, as well as a decrease in our Florida market. The increase in wheelchair transports reflected the increased volume in the Washington markets related to
new contracts providing a compliment of services. The increase in other services revenue was primarily related to evacuation services we provided during the San Diego wildfires in September and October of 2007.

Payroll and employee benefits

Payroll and employee benefits for
fiscal 2008 was $59.8 million, or 56.9%, of net revenue, compared to $57.2 million, or 58.3% of net revenue for fiscal 2007. The $2.6 million increase is primarily due to a $2.7 million increase in additional unit hours under new contracts and $0.9
million in annual cost-of-living and base wage increases to achieve optimal staffing levels. These increases were offset by a $1.3 million decrease in workers compensation expense.



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Operating Expenses

Operating expenses, including general/auto liability costs, for fiscal 2008 were $35.7 million, or 34.0% of net revenue, compared to $32.7 million, or 33.3% of net revenue for fiscal 2007. The $3.0 million increase was primarily due to a
$1.8 million increase in vehicle and equipment expense and a $0.7 million increase in professional fees associated with ambulance contract renewals and business development.

In addition, corporate overhead allocations increased due to higher costs surrounding the prior-year financial statement restatement, FIN 48 disclosure requirements, the review of Internal Revenue Service Code
Section 382, the agreement to settle the Board of Directors election contest and partially offset by the allocation of positive actuarial adjustments for our insurance programs previously recorded on a consolidated basis.

Critical Accounting Estimates and Policies

Our discussion and
analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial
statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our
estimates, including those related to revenue recognition, general liability and workers compensation claim reserves and deferred tax asset recoverability. We base our estimates on historical experience and various assumptions we believe are
reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions.

We have identified the following accounting estimates and policies as critical to understanding our results of operations. The
discussion below is not intended to represent a comprehensive list of our accounting estimates and policies. For a detailed discussion on the application of these and other accounting policies, see Note 1 to our consolidated financial statements.

Revenue Recognition

A significant portion of our
revenue is generated in the highly regulated and complex healthcare industry. Ambulance services revenue is recognized when services are provided to our patients and are recorded net of estimated contractual allowances applicable to Medicare,
Medicaid and other third-party payers and net of estimates for uncompensated care. We use sophisticated financial models to estimate the provisioning for both contractual allowances and uncompensated care by looking at current service levels, payer
mix known at the time of transport and incorporating historical trend information by service area. The evaluation of these data points, along with our interpretation of Medicare, Medicaid and various commercial insurance provider rules and
regulations is highly complicated and subjective. If our interpretation or our analysis surrounding historical data is incorrect, revenue could be overstated or understated. For fiscal 2009, a 1% change in our estimate of revenue collectability
would impact the Company by $8.4 million.

Revenue generated under fire protection service contracts is recognized over the life of the contract. Fire
subscription fees, which are generally received in advance, are deferred and recognized on a pro rata basis over the term of the subscriptions agreement, which is generally one year. Additionally, we charge enrollment fees for new subscribers under
our fire protection service contracts. Such fees are deferred and recognized over the estimated customer relationship period of nine years.

Insurance
Reserves

In the ordinary course of our business, we are subject to accident, injury and professional liability claims. Additionally, certain of our
operational contracts, as well as laws in certain of the areas where we operate,



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require that specified amounts of insurance coverage be maintained. In order to minimize the risk of exposure and comply with such legal and contractual
requirements, we carry a broad range of insurance policies, including comprehensive general liability, automobile, property damage, professional, workers compensation and other lines of coverage. We typically renew each of these policies
annually and purchase limits of coverage at levels management believes are appropriate, taking into account historical and projected claim trends, reasonable protection of our assets and operations and the economic conditions in the insurance
market. Depending upon the specific line of coverage, the total limits of insurance maintained may be achieved through a combination of primary policies, excess policies and self-insurance.

We retain certain levels of exposure with respect to our general liability and workers compensation programs and purchase coverage from third party insurers for
exposures in excess of those levels. In addition to expensing premiums and other costs relating to excess coverage, we establish reserves for claims, both reported and an estimate of incurred but not reported claims, on a gross basis using currently
available information as well as our historical claims experience. We also recognize a receivable from our insurers for amounts expected to be recovered in excess of our retention. We periodically evaluate the financial capacity of our insurers to
assess the recoverability of the related receivables.

We engage third-party administrators (TPAs) to manage claims resulting from our general
liability and workers compensation programs. The TPAs establish initial loss reserve estimates at the time a claim is reported and then monitor the development of the claim over time to confirm that such estimates continue to be appropriate.
Management periodically reviews the claim reserves established by the TPAs and engages independent actuaries to assist with the evaluation of the adequacy of its reserves on at least a semi-annual basis. We adjust our claim reserves with an
associated charge or credit to expense based on a review of the information contained in the actuary report.

Property and Equipment

We exercise judgment with regard to property and equipment in the following areas: (1) determining whether an expenditure is eligible for capitalization or if it
should be expensed as incurred, (2) estimating the useful life of a capitalized asset, and (3) if events or changes in circumstances warrant an assessment, determining if and to what extent a tangible long-lived asset has been impaired.
The accuracy of our judgments impacts the amount of depreciation expense we recognize, the amount of our gain or loss on the disposal of these assets, whether or not an asset is impaired and, if an asset is impaired, the amount of the loss related
to the impaired asset that is recognized.

Our judgments about useful lives as well as the existence and degree of asset impairments could be affected by
future events, such as discontinued operations, obsolescence, new regulations and new taxes, and other economic factors. We do not anticipate that our current estimates are reasonably likely to change in the future.

Expenditures associated with the repair or maintenance of a capital asset are expensed as incurred. Expenditures that are expected to provide future benefits to the
Company or that extend the useful life of an existing asset are capitalized. The useful lives that we assign to property and equipment represent the estimated number of years that the property and equipment is expected to contribute to the revenue
generating process based on our current operating strategy. We believe that the useful lives of our property and equipment expire evenly over time. Accordingly, we depreciate our property and equipment on a straight-line basis over their useful
lives.

Goodwill

Our goodwill balances are reviewed
for impairment annually (and at interim periods if events or changes in circumstances indicate that the goodwill may be impaired) using a two-step process. The first step of the goodwill impairment test, used to identify potential impairment,
compares the estimated fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined by a market



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approach based on each reporting units estimated discount rate and long-term growth rate and by an income approach based on discounted estimated future
cash flows from each reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired and the second step of the impairment test is unnecessary. If the carrying amount
of a reporting unit exceeds its fair value, the second step of the goodwill impairment test must be performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of
reporting unit goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit
goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The estimated fair value of our reporting units could change if there were future changes in our capital structure, cost of
debt, interest rates, capital expenditure levels, ability to perform at levels that were forecasted or changes in our market capitalization. We perform our annual impairment test as of June 30.

Defined Benefit Pension Plan

We have one defined benefit pension
plan covering eligible employees of one of our subsidiaries, primarily those covered by collective bargaining agreements. Eligibility is achieved upon the completion of one year of service. Participants become fully vested in their accrued benefit
after the completion of five years of service. The amount of benefit is determined using a two-part formula, one of which is based upon compensation and the other which is based upon a flat dollar amount.

We use an actuarial model to estimate our benefit obligation and the associated pension cost. The key assumptions used in this model are the discount rate for the
benefit obligation and the expected long-term rate of return on plan assets. The discount rate is derived from a model that applies the spot rates of an expected yield curve to the estimated timing and amount of future benefit payments. A 1%
decrease in the discount rate would increase pension cost in the following year by $0.6 million and would increase the projected benefit obligation by $2.2 million. A 1% increase in the discount rate would decrease pension cost in the following year
by $0.5 million and would decrease the projected benefit obligation by $1.6 million.

The expected long-term rate of return on plan assets is estimated
based upon current plan asset allocation, historical and expected returns on various asset categories and multiple investment scenarios. A 1% increase or decrease in this assumption would affect pension cost in the following year by $0.1 million and
would not affect the projected benefit obligation.

Income Taxes

We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between the financial
statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect of a tax rate change on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We record valuation allowances to reduce net deferred tax assets to
the amount considered more likely than not to be realized. Changes in estimates of future taxable income can materially change the amount of such valuation allowances.

We are subject to federal income taxes and state income taxes in those jurisdictions in which we operate. We exercise judgment with regard to income taxes in the following areas: (1) interpreting whether expenses
are deductible in accordance with federal income tax and state income tax codes, (2) estimating annual effective federal and state income tax rates and (3) assessing whether deferred tax assets are, more likely than not, expected to be
realized. The accuracy of these judgments impacts the amount of income tax expense we recognize each period.



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As a matter of law, we are subject to examination by federal and state taxing authorities. We have estimated and provided
for income taxes in accordance with settlements reached with the Internal Revenue Service in prior audits. Although we believe that the amounts reflected in our tax returns substantially comply with the applicable federal and state tax regulations,
both the IRS and the various state taxing authorities can and have taken positions contrary to our position based on their interpretation of the law. A tax position that is challenged by a taxing authority could result in an adjustment to our income
tax liabilities and related tax provision.

We measure and record tax contingency accruals in accordance with accounting principles generally accepted in
the United States (GAAP) which prescribes a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a return. Only positions meeting the more likely than not
recognition threshold at the effective date may be recognized or continue to be recognized. Prior to July 1, 2007, we recorded accruals for tax contingencies and related interest when it was probable that a liability had been incurred and the
amount of the contingency could be reasonably estimated based on specific events such as an audit or inquiry by a taxing authority.

Liquidity and
Capital Resources

Our ability to service our long-term debt, to remain in compliance with the various restrictions and covenants contained in our
debt agreements and to fund working capital, capital expenditures and business development efforts will depend on our ability to generate cash from operating activities which in turn is subject to, among other things, future operating performance as
well as general economic, financial, competitive, legislative, regulatory and other conditions, some of which may be beyond our control.

We have available
to us, upon compliance with certain conditions, a $20.0 million revolving credit facility (the Revolver), less any letters of credit outstanding under the $10.0 million sub-line with the revolving credit facility. There were no amounts
outstanding under the revolving credit facility at June 30, 2009.

Effective March 4, 2010, the Revolver will expire and we will no longer have
access to funds available under that facility. Given our cash flow from operations and the lack of usage of the Revolver, we do not believe that loss of access to the Revolver will impact our ability to fund current and future operations.

Cash Flows

The table below summarizes cash flow
information for fiscal 2009, 2008 and 2007 (in thousands):



|                                          |  |                      |         |   |      |   |         |      |  |   |         |  
|----------------------------------------- |  | -------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                          |  | Years Ended June 30, |        
|                                          |  | 2009                 |         |   | 2008 |   |         | 2007 | 
|Net cash provided by operating activities |  | $                    | 52,081  |   |      | $ | 34,821  |      |  | $ | 29,642  |  
|Net cash used in investing activities     |  |                      | (16,646 | ) |      |   | (13,231 | )    |  |   | (6,271  | )
|Net cash used in financing activities     |  |                      | (14,234 | ) |      |   | (11,864 | )    |  |   | (20,231 | )

Operating Activities

The $17.3 million increase in cash flow from operating activities from fiscal 2008 to fiscal 2009 was attributable to a $0.9 million increase in earnings, a $9.9 million increase in non-cash expenses and $6.3 million
of net cash inflows resulting in changes in operating assets and liabilities. The increase in non-cash expenses was primarily related to a $6.3 million change in insurance reserves adjustments, an increase of $1.7 million in depreciation and
amortization, a $1.2 million increase in accretion of the 12.75% Senior Discount Notes, a $0.8 million increase in minority interest and a $0.2 million increase in stock-based compensation expense partially offset by a $0.3 million decrease in
loss on sale of property and equipment. The net cash inflows in operating assets and liabilities was primarily due to a $9.6 million decrease in accounts receivable, a $4.2 million decrease in deferred income taxes, a $2.7 million increase in
deferred revenue and a $1.0 million decrease in prepaid expenses offset



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by a $3.9 million decrease in other liabilities, a $2.9 million decrease in accrued liabilities, a $2.4 million change in other assets, a $0.9 million
decrease in accounts payable, a $0.6 million increase in insurance deposits and a $0.4 million increase in inventory.

The $5.2 million increase in cash
flow from operating activities from fiscal 2007 to fiscal 2008 was attributable to a $5.1 million increase in earnings, $0.2 million increase in non-cash expenses offset by $0.1 million of net cash outflows resulting from changes in operating assets
and liabilities. The increase in non-cash expenses was primarily attributable to a $1.0 million increase in accretion of the 12.75% Senior Discount Notes, a $1.0 million increase in loss on sale of property and equipment offset by a $1.6 million
increase in non-cash actuarial insurance claim adjustments compared to prior period. The net cash outflows in operating assets and liabilities was primarily due to a $3.6 million decrease in deferred revenue, a $1.7 million decrease in accounts
payable, a $2.9 million increase in accounts receivable offset by a $2.8 million decrease in prepaid expenses and other, a $2.5 million increase in deferred income taxes, a $1.3 million increase in other liabilities and a $1.1 million decrease in
other assets.

Investing Activities

The $3.4
million increase in cash used in investing activities from fiscal 2008 to fiscal 2009 was attributable to a $3.4 million increase in capital expenditures.

The $6.9 million increase in cash used for investing activities from fiscal 2007 to fiscal 2008 was attributable to a $6.2 million net decrease in sale of short-term investments and a $0.7 million decrease in proceeds received from the sale
of assets.

Financing Activities

The $2.3
million increase in cash used in financing activities from fiscal 2008 to fiscal 2009 was primarily due to a $2.0 million increase in principal payments under the companys credit facility and a $0.8 million increase in distributions to
minority shareholders partially offset by $0.9 million in cash paid for debt issuance costs in fiscal 2008.

The $8.3 million decrease in cash used in
financing activities from fiscal 2007 to fiscal 2008 was primarily due to a $9.0 million reduction in principal payments under the companys credit facility. In addition during fiscal 2008, the company borrowed and repaid $3.8 million under the
revolving credit facility.

2005 Credit Facility

Rural/Metro Operating Company, LLC (Rural/Metro LLC), maintains senior secured credit facilities (collectively, the 2005 Credit Facility) in an aggregate amount of up to $190.0 million, comprised of a $135.0 million
Term Loan B facility due March 2011 (the Term Loan B), a $20.0 million revolving credit facility due March 2010 (the Revolving Credit Facility) and a $45.0 million prefunded letter of credit facility (the Letter of
Credit Facility). In addition, Rural/Metro LLC and its wholly owned subsidiary, Rural/Metro (Delaware) Inc. (Rural/Metro Inc.) issued $125.0 million aggregate principal amount 9.875% senior subordinated notes due 2015 (the
Senior Subordinated Notes) and we issued $93.5 million aggregate principal amount at maturity (gross proceeds of $50.2 million) 12.75% senior discount notes due 2016 (the Senior Discount Notes). The Senior Subordinated Notes
and the Senior Discount Notes were sold in private placement transactions and have been subsequently registered under the Securities Act of 1933, as amended.

From time to time, the 2005 Credit Facility has been amended. Such amendments included modification of certain financial covenants, reduction in Term Loan B interest rate and the expansion of the Letter of Credit Facility. The last
amendment to the 2005 Credit Facility was completed on October 11, 2007. This amendment temporarily modified certain covenants and provided us with a waiver of any defaults relating to the restatement and the untimely filing of our Annual
Report on Form 10-K for the year ended June 30, 2007.



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Debt Covenants

The
2005 Credit Facility, Senior Subordinated Notes and Senior Discount Notes include various financial and non-financial covenants applicable to the Companys wholly-owned subsidiary, Rural/Metro LLC as well as quarterly and annual financial
reporting obligations.

Specifically, the 2005 Credit Facility, as amended, requires Rural/Metro LLC and its subsidiaries to meet certain financial tests,
including a minimum interest coverage ratio, a maximum total leverage ratio and a minimum fixed charge coverage ratio. The 2005 Credit Facility also contains covenants that, among other things, limit the incurrence of additional indebtedness,
dividends, transactions with affiliates, asset sales, acquisitions, mergers, prepayments of other indebtedness, liens and encumbrances, capital expenditures, business activities limitations on the Company, as a holding company, and other matters
customarily restricted in such agreements.

We were in compliance with all of the covenants under our 2005 Credit Facility at June 30, 2009.



|                                    |  |                             |                   |                                   |                  |                          |               |        |              |        |  |                
|----------------------------------- |  | --------------------------- | ----------------- | --------------------------------- | ---------------- | ------------------------ | ------------- | ------ | ------------ | ------ |  | ---------------
|Financial Covenant                  |  | Level Specifiedin Agreement |                   | Level AchievedforSpecified Period |                  | Levels to be Achieved at
|                                    |  |                             | September 30,2009 |                                   | December 31,2009 |                          | March 31,2010 |        | June 30,2010
|Debt leverage ratio                 |  | < 3.75                      |                   | 3.34                              |                  | < 3.75                   |               | < 3.75 |              | < 3.75 |  | < 3.25         
|Interest expense coverage ratio     |  | > 2.25                      |                   | 3.05                              |                  | > 2.25                   |               | > 2.25 |              | > 2.25 |  | > 2.50         
|Fixed charge coverage ratio         |  | > 1.10                      |                   | 1.39                              |                  | > 1.10                   |               | > 1.10 |              | > 1.10 |  | > 1.10         
|Maintenance capital expenditure (1) |  | < $27.5 million             |                   | $15.8 million                     |                  | N/A                      |               | N/A    |              | N/A    |  | < $30.0 million
|New business capital expenditure    |  | < $4.0 million              |                   | $0.9 million                      |                  | N/A                      |               | N/A    |              | N/A    |  | < $4.0 million 



|(1) | Maintenance capital expenditure refers to capital expenditures to maintain operations in existing markets.
|--- | ----------------------------------------------------------------------------------------------------------

Contractual Obligations and Other Commitments

We have certain
contractual obligations related to our debt instruments and lease obligations that come due at various times over the periods presented below. In addition we have other commitments in the form of standby letters of credit and performance bonds. The
following table illustrates the expiration of our contractual obligations as well as other commitments as of June 30, 2009 (in thousands):



|                                                |  |                                           |         |               |   |          |  |          |         |              |   |        |  |   |        
|----------------------------------------------- |  | ----------------------------------------- | ------- | ------------- | - | -------- |  | -------- | ------- | ------------ | - | ------ |  | - | -------
|                                                |  | Payments Due By Period                   
|Contractual Obligations                         |  | Total                                     |         | 1 Yearor less |   | 2-3Years |  | 4-5Years |         | After5 Years
|12.75% Senior Discount Notes due March 2016     |  | $                                         | 93,500  |               | $ |         |  | $        |        |              | $ |       |  | $ | 93,500 
|9.875% Senior Subordinated Notes due March 2015 |  |                                           | 125,000 |               |   |         |  |          |        |              |   |       |  |   | 125,000
|Senior Secured Term Loan B due March 2011       |  |                                           | 66,000  |               |   |         |  |          | 66,000  |              |   |       |  |   |       
|Interest payments                               |  |                                           | 148,699 |               |   | 16,718   |  |          | 51,379  |              |   | 48,530 |  |   | 32,072 
|Purchase obligations                            |  |                                           | 9,564   |               |   | 6,993    |  |          | 2,520   |              |   | 51     |  |   |       
|Operating leases                                |  |                                           | 58,801  |               |   | 12,546   |  |          | 18,662  |              |   | 14,388 |  |   | 13,205 
|Other debt obligations                          |  |                                           | 578     |               |   | 199      |  |          | 230     |              |   | 149    |  |   |       
|                                                |  |                                           |         |               |   |          |  |          |         |              |   |        |  |   |        
|Total contractual cash obligations              |  | $                                         | 502,142 |               | $ | 36,456   |  | $        | 138,791 |              | $ | 63,118 |  | $ | 263,777
|                                                |  |                                           |         |               |   |          |  |          |         |              |   |        |  |   |        
|                                                | 
|Other Commitments                               |  | Amount of Commitment Expiration By Period
|Letters of Credit                               |  | $                                         | 42,529  |               | $ | 42,529   |  | $        |        |              | $ |       |  | $ |       
|                                                |  |                                           |         |               |   |          |  |          |         |              |   |        |  |   |        
|Performance bonds                               |  | $                                         | 9,882   |               | $ | 9,882    |  | $        |        |              | $ |       |  | $ |       
|                                                |  |                                           |         |               |   |          |  |          |         |              |   |        |  |   |        



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In the table above, interest payments have been calculated using the following interest assumptions; Senior Discount
Notes at 12.75% per year beginning in 2010, Senior Subordinated Notes at 9.875% per year, $66.0 million of the Term Loan B at 3.82% per year, Revolving Credit Facility commitment fee under the 2005 Credit Facility at 0.50% per
year, Letter of Credit participation fee at 3.50% plus an administrative fee at 0.15% for a total of 3.65% per year and Letter of Credit fronting fee at 0.125% per year.

In addition, as of June 30, 2009, we had $5.2 million of income taxes payable related to uncertain tax positions. We do not expect to make cash payments related to this liability during the next twelve months.
Beyond the next twelve months, timing of cash payments are uncertain and therefore no such payments are reflected in the above table.

We intend to renew
letters of credits and performance bonds annually.

Indemnifications

We are a party to a variety of agreements entered into in the ordinary course of business pursuant to which we may be obligated to indemnify the other parties for certain liabilities that arise out of or relate to the
subject matter of the agreements. Some of the agreements we entered into require us to indemnify other parties against losses due to property damage including environmental contamination, personal injury, failure to comply with applicable laws, our
negligence or willful misconduct or breach of representations and warranties and covenants.

Additionally, some of our customer agreements require us to
provide certain assurances related to the performance of our services. Such assurances, from time to time, obligate us to; (i) pay penalties for failure to meet response times or other requirements, (ii) lease, sell or assign equipment or
facilities (either temporarily or permanently) in the event of uncured material defaults or other certain circumstances, or (iii) provide performance bonds or letters of credit issued in favor of the customer to cover costs resulting, under
certain circumstances, from an uncured material default. With respect to such performance bonds, we are also required to indemnify the surety company for losses paid as a result of any claims made against such bonds.

We provide for indemnification of directors, officers and other persons in accordance with limited liability agreements, certificates of incorporation, bylaws, articles
of association or similar organizational documents, as the case may be. In addition, we have entered into indemnification agreements with our directors and certain of our officers. We maintain directors and officers insurance which
should enable us to recover a portion of any future amounts paid.

In addition to the above, from time to time we provide standard representations and
warranties to counterparties in contracts in connection with sales of our securities and the engagement of financial advisors and also provide indemnities that protect the counterparties to these contracts in the event they suffer damages as a
result of a breach of such representations and warranties or in certain other circumstances relating to the sale of securities or their engagement by us.

While our future obligations under certain agreements may contain limitations on liability for indemnification, other agreements do not contain such limitations and under such agreements it is not possible to predict the maximum potential
amount of future payments due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under any of these indemnities have not had a material effect
on our business, financial condition, results of operations or cash flows. Additionally, we do not believe that any amounts that we may be required to pay under these indemnities in the future will be material to our business, financial condition,
results of operations or cash flows.

Recent Accounting Pronouncements

See Note 1 to our consolidated financial statements filed with this Annual Report on Form 10-K for a summary of recent accounting pronouncements.



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|ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------

Interest Rates

Our primary exposure to market risk consists of changes in interest rates on our borrowing
activities. Under our 2005 Credit Facility, amounts outstanding under Term Loan B bear interest at LIBOR plus 3.50% and amounts drawn under our Revolving Credit Facility bear interest at LIBOR plus 3.50%. Based on current amounts outstanding under
the Term Loan B at June 30, 2009, a 1% increase in the LIBOR rate would increase our interest expense on an annual basis by approximately $0.7 million. There were no amounts outstanding under our Revolving Credit Facility at June 30, 2009.
The remainder of our debt is primarily at fixed interest rates. We monitor the risk associated with interest rate changes and may enter into hedging transactions, such as interest rate swap agreements, to mitigate the related exposure.

Fuel Costs

Changes in the price of diesel fuel can have a
material effect on our costs, and we are subject to inflationary pressure principally associated in recent periods with rapid increases in diesel fuel for our ambulances. More than 54% of our ambulance transport revenue for fiscal 2009 was generated
from government-funded programs such as Medicare and Medicaid, which do not automatically allow us to offset inflationary cost increases with rate increases. Although we have been successful in offsetting some inflationary fuel costs through
operating efficiencies and successfully negotiating rate increases under some of our contracts with third-party insurance payers, there is no assurance that we will be able to offset future increases in fuel costs through similar efficiencies or
rate increases. A $1 per gallon increase in the price of diesel fuel would increase our annual fuel expense by approximately $4.0 million.



|ITEM 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------



|                                                                                                                                                       |  |   
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --
|Report of Independent Registered Public Accounting Firm                                                                                                |  | 64
|Consolidated Balance Sheets as of June 30, 2009 and 2008                                                                                               |  | 65
|Consolidated Statements of Operations for the Years Ended June 30, 2009, 2008 and 2007                                                                 |  | 66
|Consolidated Statements of Changes in Stockholders Equity (Deficit) and Comprehensive Income (Loss) for the Years Ended
 June 30, 2009, 2008 and 2007 |  | 67
|Consolidated Statements of Cash Flows for the Years Ended June 30, 2009, 2008 and 2007                                                                 |  | 68
|Notes to Consolidated Financial Statements                                                                                                             |  | 69



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Rural/Metro Corporation:

In
our opinion, the accompanying consolidated balance sheets and the related consolidated statement of operations, of changes in stockholders equity (deficit) and comprehensive income (loss) and of cash flows present fairly, in all material
respects, the financial position of Rural/Metro Corporation and its subsidiaries at June 30, 2009 and June 30, 2008, and the results of their operations and their cash flows for each of the three years in the period ended June 30,
2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2009,
based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for these financial statements,
for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Managements Report on Internal Control over Financial Reporting appearing
under Item 9A. Our responsibility is to express opinions on these financial statements and on the Companys internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether
effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such
other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in
Note 10 to the consolidated financial statements, the Company has changed the manner in which it accounts for uncertainty in income taxes.

A
companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its
inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Phoenix, AZ

September 9, 2009



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RURAL/METRO CORPORATION

CONSOLIDATED BALANCE SHEETS

(in
thousands, except share data)



|                                                                                                                                                             |  |                |          |   |      |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | -------- | - | ---- | - | -------- | -
|                                                                                                                                                             |  | As of June 30, |         
|                                                                                                                                                             |  | 2009           |          |   | 2008 |  
|ASSETS                                                                                                                                                       |  |                |          |   |      |   |          |  
|Current assets:                                                                                                                                              |  |                |          |   |      |   |          |  
|Cash and cash equivalents                                                                                                                                    |  | $              | 37,108   |   |      | $ | 15,907   |  
|Accounts receivable, net                                                                                                                                     |  |                | 64,355   |   |      |   | 76,131   |  
|Inventories                                                                                                                                                  |  |                | 8,535    |   |      |   | 8,456    |  
|Deferred income taxes                                                                                                                                        |  |                | 25,032   |   |      |   | 22,263   |  
|Prepaid expenses and other                                                                                                                                   |  |                | 19,895   |   |      |   | 18,946   |  
|                                                                                                                                                             |  |                |          |   |      |   |          |  
|Total current assets                                                                                                                                         |  |                | 154,925  |   |      |   | 141,703  |  
|Property and equipment, net                                                                                                                                  |  |                | 49,096   |   |      |   | 46,938   |  
|Goodwill                                                                                                                                                     |  |                | 37,700   |   |      |   | 37,700   |  
|Deferred income taxes                                                                                                                                        |  |                | 41,678   |   |      |   | 50,773   |  
|Insurance deposits                                                                                                                                           |  |                | 716      |   |      |   | 989      |  
|Other assets                                                                                                                                                 |  |                | 10,840   |   |      |   | 16,108   |  
|                                                                                                                                                             |  |                |          |   |      |   |          |  
|Total assets                                                                                                                                                 |  | $              | 294,955  |   |      | $ | 294,211  |  
|                                                                                                                                                             |  |                |          |   |      |   |          |  
|LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS DEFICIT                                                                                                     |  |                |          |   |      |   |          |  
|Current liabilities:                                                                                                                                         |  |                |          |   |      |   |          |  
|Accounts payable                                                                                                                                             |  | $              | 14,883   |   |      | $ | 16,147   |  
|Accrued liabilities                                                                                                                                          |  |                | 57,588   |   |      |   | 55,139   |  
|Deferred revenue                                                                                                                                             |  |                | 21,585   |   |      |   | 21,901   |  
|Current portion of long-term debt                                                                                                                            |  |                | 199      |   |      |   | 374      |  
|                                                                                                                                                             |  |                |          |   |      |   |          |  
|Total current liabilities                                                                                                                                    |  |                | 94,255   |   |      |   | 93,561   |  
|Long-term debt, net of current portion                                                                                                                       |  |                | 277,110  |   |      |   | 279,017  |  
|Other liabilities                                                                                                                                            |  |                | 28,497   |   |      |   | 29,536   |  
|                                                                                                                                                             |  |                |          |   |      |   |          |  
|Total liabilities                                                                                                                                            |  |                | 399,862  |   |      |   | 402,114  |  
|                                                                                                                                                             |  |                |          |   |      |   |          |  
|Commitments and contingencies (Note 16)                                                                                                                      |  |                |          |   |      |   |          |  
|Minority interest                                                                                                                                            |  |                | 1,825    |   |      |   | 1,966    |  
|                                                                                                                                                             |  |                |          |   |      |   |          |  
|Stockholders deficit:                                                                                                                                       |  |                |          |   |      |   |          |  
|Common stock, $0.01 par value, 40,000,000 shares authorized, 24,852,726 and 24,822,726 shares issued and outstanding at June 30, 2009 and
2008, respectively |  |                | 248      |   |      |   | 248      |  
|Additional paid-in capital                                                                                                                                   |  |                | 155,187  |   |      |   | 154,918  |  
|Treasury stock, 96,246 shares at both June 30, 2009 and 2008                                                                                                 |  |                | (1,239   | ) |      |   | (1,239   | )
|Accumulated other comprehensive income (loss)                                                                                                                |  |                | (2,597   | ) |      |   | (439     | )
|Accumulated deficit                                                                                                                                          |  |                | (258,331 | ) |      |   | (263,357 | )
|                                                                                                                                                             |  |                |          |   |      |   |          |  
|Total stockholders deficit                                                                                                                                  |  |                | (106,732 | ) |      |   | (109,869 | )
|                                                                                                                                                             |  |                |          |   |      |   |          |  
|Total liabilities, minority interest and stockholders deficit                                                                                               |  | $              | 294,955  |   |      | $ | 294,211  |  
|                                                                                                                                                             |  |                |          |   |      |   |          |  

See accompanying notes



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RURAL/METRO CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)



|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|--------------------------------------------------------------------------- |  | -------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                            |  | Years Ended June 30, |        
|                                                                            |  | 2009                 |         |   | 2008 |   |         | 2007 | 
|Net revenue                                                                 |  | $                    | 498,808 |   |      | $ | 482,167 |      |  | $ | 446,064 |  
|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Operating expenses:                                                         |  |                      |         |   |      |   |         |      |  |   |         |  
|Payroll and employee benefits                                               |  |                      | 309,894 |   |      |   | 298,395 |      |  |   | 278,677 |  
|Depreciation and amortization                                               |  |                      | 14,588  |   |      |   | 12,736  |      |  |   | 11,470  |  
|Other operating expenses                                                    |  |                      | 117,611 |   |      |   | 117,523 |      |  |   | 107,146 |  
|General/auto liability insurance expense                                    |  |                      | 11,766  |   |      |   | 14,421  |      |  |   | 17,127  |  
|(Gain) loss on sale of assets                                               |  |                      | (551    | ) |      |   | (1,386  | )    |  |   | 48      |  
|(Gain) on property insurance settlement                                     |  |                      |        |   |      |   | (70     | )    |  |   |        |  
|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Total operating expenses                                                    |  |                      | 453,308 |   |      |   | 441,619 |      |  |   | 414,468 |  
|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Operating income                                                            |  |                      | 45,500  |   |      |   | 40,548  |      |  |   | 31,596  |  
|Interest expense                                                            |  |                      | (30,843 | ) |      |   | (31,731 | )    |  |   | (31,517 | )
|Interest income                                                             |  |                      | 324     |   |      |   | 374     |      |  |   | 517     |  
|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Income from continuing operations before income taxes and minority interest |  |                      | 14,981  |   |      |   | 9,191   |      |  |   | 596     |  
|Income tax provision                                                        |  |                      | (7,427  | ) |      |   | (4,674  | )    |  |   | (1,215  | )
|Minority interest                                                           |  |                      | (1,609  | ) |      |   | (812    | )    |  |   | (1,389  | )
|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Income (loss) from continuing operations                                    |  |                      | 5,945   |   |      |   | 3,705   |      |  |   | (2,008  | )
|Income (loss) from discontinued operations, net of income taxes             |  |                      | (919    | ) |      |   | 392     |      |  |   | 999     |  
|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Net income (loss)                                                           |  | $                    | 5,026   |   |      | $ | 4,097   |      |  | $ | (1,009  | )
|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Income (loss) per share                                                     |  |                      |         |   |      |   |         |      |  |   |         |  
|Basic                                                                      |  |                      |         |   |      |   |         |      |  |   |         |  
|Income (loss) from continuing operations                                    |  | $                    | 0.24    |   |      | $ | 0.15    |      |  | $ | (0.08   | )
|Income (loss) from discontinued operations                                  |  |                      | (0.04   | ) |      |   | 0.02    |      |  |   | 0.04    |  
|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Net income (loss)                                                           |  | $                    | 0.20    |   |      | $ | 0.17    |      |  | $ | (0.04   | )
|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Diluted                                                                    |  |                      |         |   |      |   |         |      |  |   |         |  
|Income (loss) from continuing operations                                    |  | $                    | 0.24    |   |      | $ | 0.15    |      |  | $ | (0.08   | )
|Income (loss) from discontinued operations                                  |  |                      | (0.04   | ) |      |   | 0.01    |      |  |   | 0.04    |  
|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Net income (loss)                                                           |  | $                    | 0.20    |   |      | $ | 0.16    |      |  | $ | (0.04   | )
|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Average number of common shares outstandingBasic                           |  |                      | 24,834  |   |      |   | 24,787  |      |  |   | 24,604  |  
|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Average number of common shares outstandingDiluted                         |  |                      | 24,915  |   |      |   | 24,952  |      |  |   | 24,604  |  
|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  

See accompanying notes



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RURAL/METRO CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)

AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except share amounts)



|                                                                           |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|-------------------------------------------------------------------------- |  | --------------- |  | ----------- | --- | ------------------------ | - | ------- | ------------- |  | - | ------------------ | - |  | ------------------------------------------ | -------- | - | ----- | - | ------ | - |  | - | -------- | -
|                                                                           |  | Number ofShares |  | CommonStock |     | AdditionalPaid-inCapital |   |         | TreasuryStock |  |   | AccumulatedDeficit |   |  | AccumulatedOtherComprehensiveIncome (Loss) |          |   | Total |  
|Balance at June 30, 2006                                                   |  | 24,495,518      |  |             | 245 |                          |   | 153,955 |               |  |   | (1,239             | ) |  |                                            | (253,619 | ) |       |   |       |   |  |   | (100,658 | )
|Issuance of common stock due to options exercised under Stock Option Plans |  | 242,208         |  |             | 2   |                          |   | 502     |               |  |   |                   |   |  |                                            |         |   |       |   |       |   |  |   | 504      |  
|Tax benefit from options exercised under Stock Option Plans                |  |                |  |             |    |                          |   | 327     |               |  |   |                   |   |  |                                            |         |   |       |   |       |   |  |   | 327      |  
|Stock-based compensation benefit                                           |  |                |  |             |    |                          |   | (7      | )             |  |   |                   |   |  |                                            |         |   |       |   |       |   |  |   | (7       | )
|Comprehensive loss, net of tax:                                            |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Net loss                                                                   |  |                |  |             |    |                          |   |        |               |  |   |                   |   |  |                                            | (1,009   | ) |       |   |       |   |  |   | (1,009   | )
|                                                                           |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Comprehensive loss                                                         |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   | (1,009   | )
|                                                                           |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Adjustment to initially adopt SFAS 158, net of tax                         |  |                |  |             |    |                          |   |        |               |  |   |                   |   |  |                                            |         |   |       |   | 294    |   |  |   | 294      |  
|                                                                           |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Balance at June 30, 2007                                                   |  | 24,737,726      |  |             | 247 |                          |   | 154,777 |               |  |   | (1,239             | ) |  |                                            | (254,628 | ) |       |   | 294    |   |  |   | (100,549 | )
|Adjustment due to adoption of FIN 48 (Note 10)                             |  |                |  |             |    |                          |   |        |               |  |   |                   |   |  |                                            | (12,826  | ) |       |   |       |   |  |   | (12,826  | )
|Issuance of common stock due to options exercised under Stock Option Plans |  | 85,000          |  |             | 1   |                          |   | 57      |               |  |   |                   |   |  |                                            |         |   |       |   |       |   |  |   | 58       |  
|Tax benefit from options exercised under Stock Option Plans                |  |                |  |             |    |                          |   | 72      |               |  |   |                   |   |  |                                            |         |   |       |   |       |   |  |   | 72       |  
|Stock-based compensation expense                                           |  |                |  |             |    |                          |   | 12      |               |  |   |                   |   |  |                                            |         |   |       |   |       |   |  |   | 12       |  
|Comprehensive income (loss), net of tax:                                   |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Net income                                                                 |  |                |  |             |    |                          |   |        |               |  |   |                   |   |  |                                            | 4,097    |   |       |   |       |   |  |   | 4,097    |  
|                                                                           |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Other comprehensive loss, net of tax                                       |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Defined benefit pension plan:                                              |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Net prior service cost (Note 14)                                           |  |                |  |             |    |                          |   |        |               |  |   |                   |   |  |                                            |         |   |       |   | (437   | ) |  |   | (437     | )
|Net loss                                                                   |  |                |  |             |    |                          |   |        |               |  |   |                   |   |  |                                            |         |   |       |   | (296   | ) |  |   | (296     | )
|                                                                           |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Other comprehensive loss                                                   |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   | (733     | )
|                                                                           |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Comprehensive income                                                       |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   | 3,364    |  
|                                                                           |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Balance at June 30, 2008                                                   |  | 24,822,726      |  | $           | 248 |                          | $ | 154,918 |               |  | $ | (1,239             | ) |  | $                                          | (263,357 | ) |       | $ | (439   | ) |  | $ | (109,869 | )
|Issuance of common stock due to options exercised under Stock Option Plans |  | 30,000          |  |             |    |                          |   | 19      |               |  |   |                   |   |  |                                            |         |   |       |   |       |   |  |   | 19       |  
|Tax benefit from options exercised under Stock Option Plans                |  |                |  |             |    |                          |   | 9       |               |  |   |                   |   |  |                                            |         |   |       |   |       |   |  |   | 9        |  
|Stock-based compensation expense                                           |  |                |  |             |    |                          |   | 241     |               |  |   |                   |   |  |                                            |         |   |       |   |       |   |  |   | 241      |  
|Comprehensive income (loss), net of tax:                                   |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Net income                                                                 |  |                |  |             |    |                          |   |        |               |  |   |                   |   |  |                                            | 5,026    |   |       |   |       |   |  |   | 5,026    |  
|                                                                           |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Other comprehensive loss, net of tax                                       |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Defined benefit pension plan:                                              |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Net prior service cost (Note 14)                                           |  |                |  |             |    |                          |   |        |               |  |   |                   |   |  |                                            |         |   |       |   | 40     |   |  |   | 40       |  
|Net loss                                                                   |  |                |  |             |    |                          |   |        |               |  |   |                   |   |  |                                            |         |   |       |   | (2,198 | ) |  |   | (2,198   | )
|                                                                           |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Other comprehensive loss                                                   |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   | (2,158   | )
|                                                                           |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Comprehensive income                                                       |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   | 2,868    |  
|                                                                           |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  
|Balance at June 30, 2009                                                   |  | 24,852,726      |  | $           | 248 |                          | $ | 155,187 |               |  | $ | (1,239             | ) |  | $                                          | (258,331 | ) |       | $ | (2,597 | ) |  | $ | (106,732 | )
|                                                                           |  |                 |  |             |     |                          |   |         |               |  |   |                    |   |  |                                            |          |   |       |   |        |   |  |   |          |  

See accompanying notes



67



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##### Table of Contents

RURAL/METRO CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                                                 |  |                      |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------------------------------------------- |  | -------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                                 |  | Years Ended June 30, |        
|                                                                                                                 |  | 2009                 |         |   | 2008 |   |         | 2007 | 
|Cash flows from operating activities:                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Net income (loss)                                                                                                |  | $                    | 5,026   |   |      | $ | 4,097   |      |  | $ | (1,009  | )
|Adjustments to reconcile net income (loss) to net cash provided by operating activities                         |  |                      |         |   |      |   |         |      |  |   |         |  
|Depreciation and amortization                                                                                    |  |                      | 14,697  |   |      |   | 12,983  |      |  |   | 12,132  |  
|Non-cash adjustments to insurance claims reserves                                                                |  |                      | (4      | ) |      |   | (6,260  | )    |  |   | (4,674  | )
|Accretion of 12.75% Senior Discount Notes                                                                        |  |                      | 9,968   |   |      |   | 8,809   |      |  |   | 7,784   |  
|Deferred income taxes                                                                                            |  |                      | 7,622   |   |      |   | 3,493   |      |  |   | 983     |  
|Tax benefit from the exercise of stock options                                                                   |  |                      | (9      | ) |      |   | (72     | )    |  |   | (327    | )
|Amortization of deferred financing costs                                                                         |  |                      | 2,089   |   |      |   | 2,105   |      |  |   | 2,191   |  
|(Gain) loss on sale of property and equipment                                                                    |  |                      | 76      |   |      |   | 358     |      |  |   | (614    | )
|Goodwill impairment                                                                                              |  |                      |        |   |      |   |        |      |  |   | 662     |  
|Earnings of minority shareholder                                                                                 |  |                      | 1,609   |   |      |   | 812     |      |  |   | 1,389   |  
|Stock based compensation expense (benefit)                                                                       |  |                      | 241     |   |      |   | 12      |      |  |   | (7      | )
|Proceeds from property insurance settlement                                                                      |  |                      |        |   |      |   | (70     | )    |  |   |        |  
|Change in assets and liabilities                                                                                |  |                      |         |   |      |   |         |      |  |   |         |  
|Accounts receivable                                                                                              |  |                      | 11,776  |   |      |   | 2,182   |      |  |   | 5,054   |  
|Inventories                                                                                                      |  |                      | (79     | ) |      |   | 326     |      |  |   | 46      |  
|Prepaid expenses and other                                                                                       |  |                      | 559     |   |      |   | (422    | )    |  |   | (3,249  | )
|Insurance deposits                                                                                               |  |                      | 273     |   |      |   | 879     |      |  |   | 974     |  
|Other assets                                                                                                     |  |                      | 175     |   |      |   | 2,532   |      |  |   | 1,402   |  
|Accounts payable                                                                                                 |  |                      | (872    | ) |      |   | 31      |      |  |   | 1,728   |  
|Accrued liabilities                                                                                              |  |                      | 221     |   |      |   | 3,106   |      |  |   | 2,966   |  
|Deferred revenue                                                                                                 |  |                      | (316    | ) |      |   | (3,058  | )    |  |   | 515     |  
|Other liabilities                                                                                                |  |                      | (971    | ) |      |   | 2,978   |      |  |   | 1,696   |  
|                                                                                                                 |  |                      |         |   |      |   |         |      |  |   |         |  
|Net cash provided by operating activities                                                                        |  |                      | 52,081  |   |      |   | 34,821  |      |  |   | 29,642  |  
|                                                                                                                 |  |                      |         |   |      |   |         |      |  |   |         |  
|Cash flows from investing activities:                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Purchases of short-term investments                                                                              |  |                      |        |   |      |   | (5,000  | )    |  |   | (15,550 | )
|Sales of short-term investments                                                                                  |  |                      |        |   |      |   | 5,000   |      |  |   | 21,751  |  
|Capital expenditures                                                                                             |  |                      | (16,692 | ) |      |   | (13,327 | )    |  |   | (13,249 | )
|Proceeds from the sale of property and equipment                                                                 |  |                      | 46      |   |      |   | 26      |      |  |   | 777     |  
|Proceeds from property insurance settlement                                                                      |  |                      |        |   |      |   | 70      |      |  |   |        |  
|                                                                                                                 |  |                      |         |   |      |   |         |      |  |   |         |  
|Net cash used in investing activities                                                                            |  |                      | (16,646 | ) |      |   | (13,231 | )    |  |   | (6,271  | )
|                                                                                                                 |  |                      |         |   |      |   |         |      |  |   |         |  
|Cash flows from financing activities:                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Repayment of debt                                                                                                |  |                      | (12,512 | ) |      |   | (13,987 | )    |  |   | (19,036 | )
|Issuance of debt                                                                                                 |  |                      |        |   |      |   | 3,800   |      |  |   |        |  
|Cash paid for debt issuance costs                                                                                |  |                      |        |   |      |   | (857    | )    |  |   | (676    | )
|Tax benefit from the exercise of stock options                                                                   |  |                      | 9       |   |      |   | 72      |      |  |   | 327     |  
|Issuance of common stock                                                                                         |  |                      | 19      |   |      |   | 58      |      |  |   | 504     |  
|Distributions to minority shareholders                                                                           |  |                      | (1,750  | ) |      |   | (950    | )    |  |   | (1,350  | )
|                                                                                                                 |  |                      |         |   |      |   |         |      |  |   |         |  
|Net cash used in financing activities                                                                            |  |                      | (14,234 | ) |      |   | (11,864 | )    |  |   | (20,231 | )
|                                                                                                                 |  |                      |         |   |      |   |         |      |  |   |         |  
|Increase (decrease) in cash and cash equivalents                                                                 |  |                      | 21,201  |   |      |   | 9,726   |      |  |   | 3,140   |  
|Cash and cash equivalents, beginning of year                                                                     |  |                      | 15,907  |   |      |   | 6,181   |      |  |   | 3,041   |  
|                                                                                                                 |  |                      |         |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents, end of year                                                                           |  | $                    | 37,108  |   |      | $ | 15,907  |      |  | $ | 6,181   |  
|                                                                                                                 |  |                      |         |   |      |   |         |      |  |   |         |  
|Supplemental disclosure of non-cash operating activities:                                                        |  |                      |         |   |      |   |         |      |  |   |         |  
|Increase in accumulated deficit, other liabilities and decrease in deferred income taxes upon adoption of FIN 48 |  | $                    |        |   |      | $ | 12,826  |      |  | $ |        |  
|Increase in other current assets and accrued liabilities for general liability insurance claim                   |  |                      | 1,508   |   |      |   |        |      |  |   | 11,565  |  
|                                                                                                                 |  |                      |        
|Supplemental disclosure of non-cash investing and financing activities:                                          |  |                      |         |   |      |   |         |      |  |   |         |  
|Property and equipment funded by liabilities                                                                     |  | $                    | 962     |   |      | $ | 892     |      |  | $ | 47      |  
|Note payable incurred for software licenses                                                                      |  |                      |        |   |      |   | 396     |      |  |   |        |  
|                                                                                                                 |  |                      |        
|Supplemental cash flow information:                                                                              |  |                      |         |   |      |   |         |      |  |   |         |  
|Cash paid for interest                                                                                           |  | $                    | 19,360  |   |      | $ | 20,890  |      |  | $ | 22,567  |  
|Cash paid for income taxes, net                                                                                  |  |                      | 1,181   |   |      |   | 1,748   |      |  |   | 499     |  

See accompanying notes



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RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|(1) | The Company and its Significant Accounting Policies
|--- | ---------------------------------------------------

Nature of
Business and Operations

Rural/Metro Corporation, a Delaware corporation, and its subsidiaries (collectively, the Company) is a leading
provider of medical ambulance response services, which consist primarily of emergency and non-emergency response services. These services are provided under contracts with governmental entities, hospitals, nursing homes and other healthcare
facilities and organizations. The Company also provides private fire protection and related services on a subscription fee basis to residential and commercial property owners and under long-term master fire contracts with fire districts, industrial
sites and airports. These services consist primarily of fire suppression, fire prevention and first responder medical care.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and a majority-owned subsidiary
which it controls. All material intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses recognized during the reporting period. Significant estimates have been made by
management in connection with the measurement of contractual allowances applicable to Medicare, Medicaid and other third-party payers, the estimate for uncompensated care, the valuation allowance for deferred tax assets, workers compensation
and general liability self-insured claim reserves, fair values of reporting units for purposes of goodwill impairment testing and future cash flows associated with long-lived assets. Actual results could differ from these estimates.

Concentrations of Credit Risk

Financial instruments, which
potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents and accounts receivable. The Company places its cash with federally insured institutions and monitors the amount of credit exposure
with any one institution. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographical dispersion.

Reclassifications and Corrections of Financial Information

During the second quarter of fiscal 2009, the Company
determined that certain leasehold improvements were being depreciated over useful lives longer than the term of the related leases. During the fourth quarter of fiscal 2009, the Company determined that rental expense for certain operating leases and
revenue related to one contract had not been recognized properly. The Company assessed the materiality of these errors on prior periods consolidated financial statements and on each quarter of fiscal 2009 in accordance with the SECs
Staff Accounting Bulletin (SAB) No. 99 and SAB No. 108 and concluded that these errors were not material to any such periods. Therefore, the cumulative effect of the errors was recorded as an adjustment in the second and fourth
quarters of fiscal 2009. The effect of these adjustments to the Consolidated Statement of Operations for the year ended June 30, 2009 was to increase net revenue by $0.1 million, to increase operating expenses by $0.3 million and to decrease
net income by $0.1 million. The adjustment did not impact income (loss) from discontinued operations. There was no associated net impact on the Statement of Cash Flows for the year ended June 30, 2009.



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RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Certain financial information relating to prior years has been reclassified to conform to the current year
presentation, including reclassifications related to discontinued operations.

Net Revenue

Ambulance services revenue is recognized when services are provided and are recorded net of estimated contractual allowances applicable to Medicare, Medicaid and other
third-party payers and net of estimates for uncompensated care. Such contractual allowances applicable to continuing operations totaled $323.9 million, $298.6 million and $276.0 million in fiscal 2009, 2008 and 2007, respectively, and estimates for
uncompensated care, which totaled $120.0 million, $119.5 million and $111.5 million in fiscal 2009, 2008 and 2007, respectively, are reflected as reductions to revenue in the accompanying consolidated statement of operations.

Revenue generated under fire protection service contracts is recognized over the life of the contract. Subscription fees, which are generally received in advance, are
deferred and recognized on a pro rata basis over the term of the subscription agreement, which is generally one year. Additionally, the Company charges an enrollment fee for new subscribers under its fire protection service contracts. Such fees are
deferred and recognized over the estimated customer relationship period of nine years. Other services revenue primarily consists of dispatch, fleet, billing, training and home health care service fees, which are recognized when the services are
provided.

Cash and Cash Equivalents

The Company
considers all highly liquid financial instruments with original maturities of three months or less when purchased to be cash equivalents. Under the Companys cash management practices, outstanding checks are netted against cash when there is a
sufficient balance of cash available in the Companys bank accounts to cover the outstanding amount and a legally enforceable right of offset exists. Where there is no legally enforceable right of offset against cash balances and a form of
overdraft protection does not exist, outstanding checks are classified as accounts payable within the consolidated balance sheet and the change in the related balances is reflected in operating activities on the consolidated statement of cash flows.
Overdraft balances of $1.6 million were included in accounts payable in the Companys consolidated balance sheets at June 30, 2008. There were no overdraft balances included in accounts payable in the Companys consolidated balance
sheets at June 30, 2009.

Allowance for Uncompensated Care

Accounts receivable represent amounts due from customers and are recorded at the time that the Companys services are provided. Accounts receivable balances are presented net of both estimated contractual allowances applicable to
Medicare, Medicaid and other third-party payers and estimates for uncompensated care. Estimates for uncompensated care are based on historical collection trends, credit risk assessments applicable to certain types of payers and other relevant
information. Accounts receivable are written-off against the allowance for uncompensated care when the Company has determined the balance will not be collected. A summary of activity in the Companys allowance for uncompensated care during
fiscal 2009 and 2008 is as follows (in thousands):



|                                                         |  |                |          |   |      |   |          |      |  |   |          |  
|-------------------------------------------------------- |  | -------------- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                         |  | As of June 30, |         
|                                                         |  | 2009           |          |   | 2008 |   |          | 2007 | 
|Balance at beginning of year                             |  | $              | 80,737   |   |      | $ | 75,429   |      |  | $ | 71,199   |  
|Provision for uncompensated carecontinuing operations   |  |                | 119,831  |   |      |   | 119,604  |      |  |   | 111,795  |  
|Provision for uncompensated carediscontinued operations |  |                | 133      |   |      |   | 1,916    |      |  |   | 5,615    |  
|Write-offs of uncollectible accounts                     |  |                | (149,010 | ) |      |   | (116,212 | )    |  |   | (113,180 | )
|                                                         |  |                |          |   |      |   |          |      |  |   |          |  
|Balance at end of year                                   |  | $              | 51,691   |   |      | $ | 80,737   |      |  | $ | 75,429   |  
|                                                         |  |                |          |   |      |   |          |      |  |   |          |  



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RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Inventories

Inventories, which consist of medical and fleet supplies, are stated at the lower of cost or market value. Cost is determined on a first in, first-out basis.

Property and Equipment

Property and equipment is carried at cost less accumulated depreciation and is depreciated
over the estimated useful lives using the straight-line method. Equipment and vehicles are depreciated over three to twelve years and buildings are depreciated over ten to thirty years. Leasehold improvements are capitalized and depreciated using
the straight-line method over the shorter of the contractual lease terms or the estimated useful lives. Depreciation expense from continuing operations was $14.4 million, $12.5 million and $11.3 million in fiscal 2009, 2008 and 2007, respectively.
Maintenance and repairs which do not improve or extend the life of assets are expensed as incurred. The cost and accumulated depreciation applicable to assets retired are removed from the accounts and the gain or loss, if any, is recognized in
income as realized.

Goodwill

Goodwill represents the
excess of the cost of an acquired company over the net of the amounts assigned to assets acquired and liabilities assumed. Goodwill is evaluated for impairment annually or whenever events or changes in circumstances make it likely that impairment
may have occurred. The Company performs its annual goodwill two-step impairment test as of the end of its fiscal year. In the first step, the fair value of the reporting unit is compared to the carrying value of its net assets including goodwill.
The fair value of a reporting unit is determined by a market approach based on each reporting units estimated discount rate and long-term growth rate and by an income approach based on discounted estimated future cash flows from each reporting
unit. If the fair value of the reporting unit exceeds the carrying value of the net assets of the reporting unit, goodwill is not impaired and no further testing is required. If the carrying value of the net assets of the reporting unit exceeds the
fair value of the reporting unit, then a second step must be performed in order to determine the implied fair value of the goodwill and compare it to the carrying value of goodwill. If the carrying value of goodwill exceeds its implied fair value,
then an impairment loss equal to the difference is recorded. The calculation of fair value is subject to judgments and estimates about future events. The estimated fair value of our reporting units could change if there were future changes in our
capital structure, cost of debt, interest rates, capital expenditure levels, ability to perform at levels that were forecasted or changes in the market capitalization of the Company. Based on the results of the impairment test performed as of
June 30, 2009, no adjustment to goodwill was recorded. Additionally, there were no events or changes in circumstances that indicated that impairment was more likely than not.

The Company recognized an impairment loss of approximately $0.7 million in fiscal 2007. The loss recognized in 2007 was classified within the results of discontinued operations in the fiscal 2007 consolidated
statement of operations. See Note 4 to the consolidated financial statements.

Impairment of Other Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable, by
comparing the carrying amount of such assets to the undiscounted future cash flows expected to result from the use and eventual disposition of the asset or asset group. In cases where the undiscounted future cash flows are less than the related
carrying amount, an impairment loss is recognized for an amount equal to the excess of the carrying value over the amount by which the carrying amount exceeds the fair value. The fair value is based on quoted market prices or, in instances where
quoted market prices are not available, the present value of future cash flows using a discount rate commensurate with the risks involved.



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RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Income Taxes

Income taxes are accounted for using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are also recognized for net operating loss, capital loss and tax credit carryforwards. Deferred income tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for those deferred tax assets for which realization of the related benefits is unlikely.

Earnings per Share

Basic earnings per common share is computed by
dividing income applicable to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per common share is computed based on the weighted-average number of common shares outstanding after consideration of the
dilutive effect of stock options, stock appreciation rights and restricted stock units.

Share-based Compensation

Share-based compensation expense is based on the grant-date fair value of the share-based award and the estimated number of awards that are expected to vest. That expense
is recognized over the period during which an employee is required to provide service in exchange for the award, which is usually the vesting period.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 167, Amendments to FASB Interpretation No. 46(R) (FAS 167). SFAS 167 changes the approach to determining the primary beneficiary of a variable interest entity (VIE)
and requires companies to more frequently assess whether they must consolidate VIEs. SFAS 167 is effective for annual periods beginning after November 15, 2009. Accordingly, the Company will adopt SFAS 167 in fiscal 2011. The Company is
currently evaluating the impact of SFAS 167 on its consolidated financial statements.

In June 2009, the FASB issued SFAS No. 166, Accounting for
Transfers of Financial Assets, an amendment of FASB Statement No. 140 (SFAS 166). SFAS revises guidance on accounting and reporting for transfers of financial assets. SFAS 166 is effective for the first annual report period after
November 15, 2009. Accordingly, the Company will adopt SFAS 166 in fiscal year 2011. The Company is currently evaluating the impact of SFAS 166 on its consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS 165). SFAS 165 establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 is effective for interim or annual periods ending after June 15, 2009. The Company adopted SFAS 165 in the
fourth quarter of fiscal 2009. See Note 23 to the consolidated financial statements for disclosures required by SFAS 165.

In April 2009, the FASB issued
three new FASB Staff Positions (FSP), all of which impact the accounting and disclosure related to certain financial instruments. FSP No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset of
Liability Have Significantly Decreased and Identifying Transactions



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RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



That Are Not Orderly(FSP No. FAS 157-4), provides additional guidance for estimating fair value in accordance with SFAS No. 157 when
the volume and level of activity for the asset or liability have significantly decreased. It also includes guidance on identifying circumstances that indicate a transaction is not orderly. FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments(FSP FAS 115-2 and FAS 124-2), amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial statements. FSP FAS 107-1 and APB 28-1,Interim Disclosures about Fair Value of Financial Instruments(FSP FAS 107-1 and APB 28-1), amends SFAS
No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about the fair value of financial instruments on an interim basis in addition to the annual disclosure requirements. All three FSPs were effective for
interim and annual periods ending after June 15, 2009. The Company adopted all three FSPs in the fourth quarter of fiscal 2009 which did not have a material impact on its consolidated financial statements.

In December 2008, the FASB issued FSP No. SFAS 132R-1, Employers Disclosures about Postretirement Benefit Plan Assets (FSP SFAS 132R-1). This
statement provides additional guidance regarding disclosures about plan assets of defined benefit pension or other postretirement plans. This FSP is effective for financial statements issued for fiscal years ending after December 15, 2009.
Accordingly, the Company intends to adopt FSP SFAS 132R-1 in fiscal 2010. The Company is currently evaluating the disclosure impact of adopting this FSP on the consolidated financial statements and related disclosures.

In December 2008, the FASB issued FSP No. SFAS 140-4 and FASB Interpretation (FIN) 46R-8, Disclosures by Public Entities (Enterprises) about Transfers of
Financial Assets and Interests in Variable Interest Entities (FSP SFAS 140-4 and FIN 46R-8). This statement increases the disclosure requirements regarding continuing involvement with financial assets that have been transferred, as
well as the Companys involvement with variable interest entities. The FSP is effective for financial statements issued for interim periods ending after December 15, 2008. The Company adopted FSP SFAS 140-4 and FIN 46R-8 in the second
quarter of fiscal 2009. See Note 20 to the consolidated financial statements for details on the adoption of and disclosures required by FSP SFAS 140-4 and FIN 46R-8.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 establishes the
disclosure requirements for derivative instruments and hedging activities. SFAS 161, which expands and amends the disclosure requirements of SFAS 133, is intended to provide users of financial statements with an enhanced understanding of:
(i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations and (iii) how derivative instruments and related hedged
items affect an entitys financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company adopted SFAS 161
in the second quarter of fiscal 2009 which did not have a material effect on its consolidated financial statements and related disclosures.

In December
2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations, (SFAS 141(R)). SFAS 141(R), which replaces SFAS No. 141, Business Combinations. SFAS 141(R) establishes accounting standards for all
transactions or other events in which an entity obtains control of one or more businesses. In April 2009, the FASB issued FSP FAS 141(R)-1 (FSP FAS 141(R)-1), which amends the initial recognition and measurement, subsequent measurement
and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. SFAS 141(R) and FSP FAS 141(R)-1 apply prospectively to business combinations for which the acquisition date is on or after the beginning
of the first annual reporting period beginning on or after December 15, 2008, which for the Company is fiscal 2010 and therefore will apply to any business combinations the Company might enter into after June 30, 2009.



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RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements, an amendment of Accounting Research Bulletin No. 51 (SFAS 160). SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest (currently referred to as minority interest) in a
subsidiary and for the deconsolidation of a subsidiary. Specifically, SFAS 160 establishes a single method of accounting for changes in a parents ownership interest in a subsidiary that do not result in deconsolidation by requiring that
ownership transactions not resulting in deconsolidation be accounted for as equity with no gain or loss recognition in the income statement. SFAS 160 also requires that a parent recognize a gain or loss in net income when a subsidiary is
deconsolidated, which is the date the parent ceases to have a controlling financial interest in the subsidiary. SFAS 160, which is effective for the Company at the beginning of the fiscal year 2010, is to be applied prospectively upon adoption
except for the presentation and disclosure provisions, which require retrospective application for all periods presented. The presentation provisions require that (1) the noncontrolling interest be reclassified to equity, (2) consolidated
net income be adjusted to include the net income attributed to the noncontrolling interest and (3) consolidated comprehensive income be adjusted to include the comprehensive income attributed to the noncontrolling interest. The Companys
adoption of SFAS 160 beginning in the first quarter of fiscal 2010 will affect the presentation of the consolidated financial statements and related disclosures as described in the preceding sentence.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159). SFAS 159
provides companies with the option to measure eligible items, including many financial instruments, at fair value at specified election dates. SFAS 159 requires disclosure of unrealized gains and losses on items for which the fair value option has
been elected in earnings at each subsequent reporting date. The Company adopted SFAS 159 on July 1, 2008, and elected not to measure any financial instruments or other items at fair value as of that date.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements(SFAS 157). SFAS 157 defines fair value, establishes a framework
for measuring fair value in accordance with accounting principles generally accepted in the United States (GAAP) and expands disclosures about fair value measurements. SFAS 157 applies to other accounting pronouncements that require or
permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, SFAS 157 does not require any new fair value measurements; however, for some
entities, the application of SFAS 157 will change current practice. SFAS 157 was effective for us on July 1, 2008; however, in February 2008, the FASB issued FSP No. SFAS 157-2 (FSP SFAS 157-2) which delayed the effective
date of SFAS 157 for non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis, for one year. The adoption of SFAS 157 on July 1, 2008
with respect to the Companys financial assets and liabilities did not have a material impact on its consolidated financial statements. The Company intends to adopt the provisions of SFAS 157 with respect to its non-financial assets and
non-financial liabilities effective July 1, 2009 pursuant to the requirements of FSP SFAS 157-2, and is currently evaluating the potential impact on its financial position and results of operations.



|(2) | Sale of Accounts Receivable
|--- | ---------------------------

The Company has entered into
transactions to sell certain of its previously written-off self pay accounts receivables to an unrelated third party. The Company accounted for each transaction as a sale. The resulting gains were equal to proceeds received because the Company had
previously removed the receivables from the balance sheet upon concluding they would not be collected. Income from continuing operations and loss from discontinued operations for the fiscal year ended June 30, 2009 includes $0.6 million and
$17,000, respectively, of gains recognized in connection with these sales. Income from continuing operations and income from



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RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



discontinued operations for the fiscal year ended June 30, 2008 includes $1.8 million and $0.3 million, respectively, of gains recognized in connection
with these sales. There were no such sales in fiscal 2007. The gains associated with the Companys continuing operations are included within (gain) loss on sale of assets in the consolidated statement of operations. The proceeds received in
connection with these transactions are a component of cash provided by operating activities in the consolidated statements of cash flows.



|(3) | Property and Equipment
|--- | ----------------------

Property and equipment consists of the
following (in thousands):



|                               |  |                |          |   |      |   |          |  
|------------------------------ |  | -------------- | -------- | - | ---- | - | -------- | -
|                               |  | As of June 30, |         
|                               |  | 2009           |          |   | 2008 |  
|Equipment                      |  | $              | 67,716   |   |      | $ | 63,837   |  
|Vehicles                       |  |                | 94,179   |   |      |   | 90,154   |  
|Land and buildings             |  |                | 16,389   |   |      |   | 16,423   |  
|Leasehold improvements         |  |                | 5,718    |   |      |   | 5,707    |  
|                               |  |                |          |   |      |   |          |  
|                               |  |                | 184,002  |   |      |   | 176,121  |  
|Less: Accumulated depreciation |  |                | (134,906 | ) |      |   | (129,183 | )
|                               |  |                |          |   |      |   |          |  
|                               |  | $              | 49,096   |   |      | $ | 46,938   |  
|                               |  |                |          |   |      |   |          |  



|(4) | Goodwill
|--- | --------

The following table presents changes in the carrying
amount of goodwill during fiscal 2009, 2008 and 2007 (in thousands):



|                         |  |              |        |       |   |       |           |  |      |        |       |   |     |  |   |        |  
|------------------------ |  | ------------ | ------ | ----- | - | ----- | --------- |  | ---- | ------ | ----- | - | --- |  | - | ------ | -
|                         |  | Mid-Atlantic |        | South |   |       | Southwest |  | West |        | Total |  
|Balance at June 30, 2006 |  |              | 10,281 |       |   | 2,849 |           |  |      | 25,073 |       |   | 159 |  |   | 38,362 |  
|Impairment write-down    |  |              |       |       |   | (662  | )         |  |      |       |       |   |    |  |   | (662   | )
|                         |  |              |        |       |   |       |           |  |      |        |       |   |     |  |   |        |  
|Balance at June 30, 2007 |  |              | 10,281 |       |   | 2,187 |           |  |      | 25,073 |       |   | 159 |  |   | 37,700 |  
|Impairment write-down    |  |              |       |       |   |      |           |  |      |       |       |   |    |  |   |       |  
|                         |  |              |        |       |   |       |           |  |      |        |       |   |     |  |   |        |  
|Balance at June 30, 2008 |  |              | 10,281 |       |   | 2,187 |           |  |      | 25,073 |       |   | 159 |  |   | 37,700 |  
|Impairment write-down    |  |              |       |       |   |      |           |  |      |       |       |   |    |  |   |       |  
|                         |  |              |        |       |   |       |           |  |      |        |       |   |     |  |   |        |  
|Balance at June 30, 2009 |  | $            | 10,281 |       | $ | 2,187 |           |  | $    | 25,073 |       | $ | 159 |  | $ | 37,700 |  
|                         |  |              |        |       |   |       |           |  |      |        |       |   |     |  |   |        |  

During the first quarter of fiscal 2008, the Company determined that certain characteristics of its Georgia
operations were more similar to the characteristics of operations residing in the Companys South segment. Accordingly, the Company reorganized its operating segments and Georgia, formerly included in the Mid-Atlantic segment is now included in
the South segment. As a result of this change, a goodwill balance of $2.2 million for prior periods pertaining to Georgia has been reclassified from the Mid-Atlantic segment to the South segment to conform to the current segment designations.

The Company recognized a goodwill impairment charge totaling $0.7 million in fiscal 2007 in the South segment as a result of the discontinuation of all
ambulance services in Milton, Florida, effective July 31, 2007. These charges are included in the income (loss) from discontinued operations in the consolidated statements of operations.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|(5) | Other Assets
|--- | ------------

Other assets consist of the following (in thousands):



|                                               |  |                |        |      |   |       
|---------------------------------------------- |  | -------------- | ------ | ---- | - | ------
|                                               |  | As of June 30,
|                                               |  | 2009           |        | 2008
|Debt issuance costs (see Note 9)               |  | $              | 5,930  |      | $ | 8,019 
|Accounts receivable from insurers (see Note 8) |  |                | 2,758  |      |   | 3,522 
|Deposits                                       |  |                | 1,219  |      |   | 1,649 
|Prepaid pension benefit cost (see Note 14)     |  |                |       |      |   | 1,516 
|Intangible assets, net                         |  |                | 550    |      |   | 764   
|Retention bonus                                |  |                | 383    |      |   | 638   
|                                               |  |                |        |      |   |       
|Total other assets                             |  | $              | 10,840 |      | $ | 16,108
|                                               |  |                |        |      |   |       

Intangible assets primarily consist of non-compete agreements. The changes in the carrying amount of intangible
assets are as follows (in thousands):



|                             |  |                |      |   |      |   |      |  
|---------------------------- |  | -------------- | ---- | - | ---- | - | ---- | -
|                             |  | As of June 30, |     
|                             |  | 2009           |      |   | 2008 |  
|Balance at beginning of year |  | $              | 764  |   |      | $ | 980  |  
|Amortization                 |  |                | (214 | ) |      |   | (216 | )
|                             |  |                |      |   |      |   |      |  
|Balance at end of year       |  | $              | 550  |   |      | $ | 764  |  
|                             |  |                |      |   |      |   |      |  

Intangible assets are presented net of accumulated amortization, which was $1.0 million and $0.8 million at
June 30, 2009 and 2008, respectively.

During fiscal 2005, the Company capitalized $1.5 million related to a non-compete agreement with its Chief
Executive Officer (CEO) which is being amortized on a straight-line basis over the seven year term of the agreement.

The following table shows
the expected amortization of intangible assets for each of the fiscal years ending June 30 (in thousands):



|           |  |   |    
|---------- |  | - | ---
|2010       |  | $ | 215
|2011       |  |   | 215
|2012       |  |   | 109
|2013       |  |   | 1  
|Thereafter |  |   | 10 
|           |  |   |    
|           |  | $ | 550
|           |  |   |    

The Company entered into an employment agreement with its CEO, under which the CEO was paid a retention bonus
which is subject to repayment through December 2010 should the Company terminate his employment with cause or should the CEO terminate his employment without good reason. The unamortized balance at June 30, 2009 and 2008, which is included in
other non-current assets, was $0.4 million and $0.6 million, respectively, and is being amortized ratably over the term of the agreement.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|(6) | Accrued Liabilities
|--- | -------------------

Accrued liabilities consist of the following
(in thousands):



|                                                        |  |                |        |      |   |       
|------------------------------------------------------- |  | -------------- | ------ | ---- | - | ------
|                                                        |  | As of June 30,
|                                                        |  | 2009           |        | 2008
|Accrued employee benefits                               |  | $              | 13,665 |      | $ | 13,614
|Accrued payroll and taxes                               |  |                | 8,248  |      |   | 7,023 
|Accrued interest                                        |  |                | 4,476  |      |   | 5,050 
|General/auto liability related liabilities (see Note 8) |  |                | 17,596 |      |   | 16,499
|Workers compensation related liabilities (see Note 8)  |  |                | 5,460  |      |   | 4,207 
|Severance                                               |  |                | 1,060  |      |   | 1,102 
|Other                                                   |  |                | 7,083  |      |   | 7,644 
|                                                        |  |                |        |      |   |       
|Total accrued liabilities                               |  | $              | 57,588 |      | $ | 55,139
|                                                        |  |                |        |      |   |       



|(7) | Other Liabilities
|--- | -----------------

Other liabilities consist of the following (in
thousands):



|                                                        |  |                |        |      |   |       
|------------------------------------------------------- |  | -------------- | ------ | ---- | - | ------
|                                                        |  | As of June 30,
|                                                        |  | 2009           |        | 2008
|General/auto liability related liabilities (see Note 8) |  | $              | 11,659 |      | $ | 13,162
|Workers compensation related liabilities (see Note 8)  |  |                | 7,443  |      |   | 7,036 
|Deferred revenue                                        |  |                | 1,308  |      |   | 1,381 
|Deferred rent                                           |  |                | 2,191  |      |   | 1,734 
|Pension benefit liability (see Note 14)                 |  |                | 656    |      |   |      
|Income taxes payable                                    |  |                | 5,240  |      |   | 6,223 
|                                                        |  |                |        |      |   |       
|Total other liabilities                                 |  | $              | 28,497 |      | $ | 29,536
|                                                        |  |                |        |      |   |       



|(8) | General/Auto Liability and Workers Compensation Insurance Programs
|--- | -------------------------------------------------------------------

The Company carries a broad range of insurance policies, including workers compensation, general/auto liability, property, professional and other lines of coverage in order to minimize the risk of loss due to accident, injury,
automobile and professional liability claims resulting from our operations, and to comply with certain legal and contractual requirements,.

The Company
retains certain levels of exposure in its general/auto liability and workers compensation programs and purchases coverage from third-party insurers for exposures in excess of those levels. In addition to expensing premiums and other costs
relating to excess coverage, the Company establishes reserves for claims, both reported and incurred but not reported, on a gross basis. A receivable is recognized for amounts expected to be recovered from insurers in excess of the retention limits.
The Company regularly evaluates the financial capacity of its insurers to assess the recoverability of the receivable.

The Company engages third-party
administrators (TPAs) to manage general/auto liability and workers compensation claims. The TPAs estimate a loss reserve at the time a claim is reported and then monitor the development of the claim over time to confirm that such
estimates continue to be appropriate. Semi-annually, or in interim periods if events or changes in circumstances indicate additional evaluation is necessary, management engages independent actuaries to assist with estimating its claim reserves based
on loss reserve estimates provided by the TPAs. The Company adjusts its claim reserves with an associated increase or decrease to expense as new information on the underlying claims is obtained.



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Additionally, the Companys workers compensation and general/auto liability insurers require the Company
to post collateral to support future expected claim payments. The Company has provided letters of credit as collateral to support retention limits. These letters of credit, issued primarily under the Credit Facility and discussed in Note 9 to the
consolidated financial statements, totaled $42.2 million and $44.2 million at June 30, 2009 and 2008, respectively.

General/Auto Liability

A summary of activity in the Companys general/auto liability claim reserves and related receivable from insurers is as follows (in thousands):



|                                                      |  |                    |        |   |                         |   |        |                                     |  |   |        |  
|----------------------------------------------------- |  | ------------------ | ------ | - | ----------------------- | - | ------ | ----------------------------------- |  | - | ------ | -
|                                                      |  | GrossClaimReserves |        |   | ReceivablesfromInsurers |   |        | Net General/Auto RelatedLiabilities | 
|Balance June 30, 2007                                 |  |                    | 30,640 |   |                         |   | 15,334 |                                     |  |   | 15,306 |  
|Provision charged to general/auto liability insurance |  |                    | 7,486  |   |                         |   |       |                                     |  |   | 7,486  |  
|Claim payments                                        |  |                    | (6,320 | ) |                         |   |       |                                     |  |   | (6,320 | )
|Actuarial adjustment                                  |  |                    | (1,335 | ) |                         |   |       |                                     |  |   | (1,335 | )
|Decrease in estimated recoverable claims              |  |                    | (810   | ) |                         |   | (810   | )                                   |  |   |       |  
|                                                      |  |                    |        |   |                         |   |        |                                     |  |   |        |  
|Balance June 30, 2008                                 |  |                    | 29,661 |   |                         |   | 14,524 |                                     |  |   | 15,137 |  
|Provision charged to general/auto liability insurance |  |                    | 5,290  |   |                         |   |       |                                     |  |   | 5,290  |  
|Claim payments                                        |  |                    | (4,706 | ) |                         |   |       |                                     |  |   | (4,706 | )
|Actuarial adjustment                                  |  |                    | (2,498 | ) |                         |   | (775   | )                                   |  |   | (1,723 | )
|Increase in estimated recoverable claims              |  |                    | 1,508  |   |                         |   | 1,508  |                                     |  |   |       |  
|                                                      |  |                    |        |   |                         |   |        |                                     |  |   |        |  
|Balance June 30, 2009                                 |  | $                  | 29,255 |   |                         | $ | 15,257 |                                     |  | $ | 13,998 |  
|                                                      |  |                    |        |   |                         |   |        |                                     |  |   |        |  

The classification of general/auto liability related amounts in the consolidated balance sheets as of
June 30, 2009 and 2008 is as follows (in thousands):



|                                                                 |  |                |        |      |   |       
|---------------------------------------------------------------- |  | -------------- | ------ | ---- | - | ------
|                                                                 |  | As of June 30,
|                                                                 |  | 2009           |        | 2008
|Receivables from insurers included in prepaid expenses and other |  | $              | 13,074 |      | $ | 11,565
|Receivables from insurers included in other assets               |  |                | 2,183  |      |   | 2,959 
|                                                                 |  |                |        |      |   |       
|Total general/auto liability related assets                      |  |                | 15,257 |      |   | 14,524
|                                                                 |  |                |        |      |   |       
|Claims reserves included in accrued liabilities                  |  |                | 17,596 |      |   | 16,499
|Claims reserves included in other liabilities                    |  |                | 11,659 |      |   | 13,162
|                                                                 |  |                |        |      |   |       
|Total general/auto liability related liabilities                 |  |                | 29,255 |      |   | 29,661
|                                                                 |  |                |        |      |   |       
|Net general/auto liability related liabilities                   |  | $              | 13,998 |      | $ | 15,137
|                                                                 |  |                |        |      |   |       

In 2004, an individual filed suit against the Company for injuries that were allegedly sustained as a result of
negligence on the part of the Company. In 2007, a jury awarded the plaintiff compensatory damages of $12.1 million. The Company has filed a motion to appeal. The Company is covered under an automobile liability insurance program and maintains excess
insurance with coverage limits in excess of the award, for the related policy year. The Company has recorded an additional liability and an offsetting receivable representing the recoverable insurance amount of $13.1 million and $11.6 million,
respectively at June 30, 2009 and 2008, representing the award and accrued interest on the award. The liability has been classified as a component of accrued liabilities and the offsetting receivable has been classified as a component of
prepaid expenses and other on the consolidated balance sheets.



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RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Workers Compensation

A summary of activity in the Companys workers compensation claim related reserves, deposits and premium asset/liabilities is as follows (in thousands):



|                                                   |  |                                             |        |   |                                      |   |        |                                             |  |   |        |  
|-------------------------------------------------- |  | ------------------------------------------- | ------ | - | ------------------------------------ | - | ------ | ------------------------------------------- |  | - | ------ | -
|                                                   |  | Gross Claims Reservesand PremiumLiabilities |        |   | ReceivablesfromInsurers and Deposits |   |        | Net WorkersCompensation RelatedLiabilities | 
|Balance June 30, 2007                              |  | $                                           | 11,811 |   |                                      | $ | 4,258  |                                             |  | $ | 7,553  |  
|Provision charged to payroll and employee benefits |  |                                             | 7,729  |   |                                      |   |       |                                             |  |   | 7,729  |  
|Net, premium refunds                               |  |                                             | 426    |   |                                      |   | (1,871 | )                                           |  |   | 2,297  |  
|Claim payments                                     |  |                                             | (3,311 | ) |                                      |   | 157    |                                             |  |   | (3,468 | )
|Actuarial adjustment                               |  |                                             | (5,454 | ) |                                      |   | (529   | )                                           |  |   | (4,925 | )
|Increase in estimated recoverable claims           |  |                                             | 42     |   |                                      |   | 42     |                                             |  |   |       |  
|                                                   |  |                                             |        |   |                                      |   |        |                                             |  |   |        |  
|Balance June 30, 2008                              |  |                                             | 11,243 |   |                                      |   | 2,057  |                                             |  |   | 9,186  |  
|Provision charged to payroll and employee benefits |  |                                             | 5,829  |   |                                      |   |       |                                             |  |   | 5,829  |  
|Claim payments                                     |  |                                             | (5,899 | ) |                                      |   |       |                                             |  |   | (5,899 | )
|Actuarial adjustment                               |  |                                             | 1,730  |   |                                      |   | 12     |                                             |  |   | 1,718  |  
|Decrease in estimated recoverable claims           |  |                                             |       |   |                                      |   | (439   | )                                           |  |   | 439    |  
|                                                   |  |                                             |        |   |                                      |   |        |                                             |  |   |        |  
|Balance June 30, 2009                              |  | $                                           | 12,903 |   |                                      | $ | 1,630  |                                             |  | $ | 11,273 |  
|                                                   |  |                                             |        |   |                                      |   |        |                                             |  |   |        |  

The classification of workers compensation related amounts in the consolidated balance sheets as of
June 30, 2009 and 2008 is as follows (in thousands):



|                                                                        |  |                |        |      |   |       
|----------------------------------------------------------------------- |  | -------------- | ------ | ---- | - | ------
|                                                                        |  | As of June 30,
|                                                                        |  | 2009           |        | 2008
|Receivables from insurers included in other assets                      |  | $              | 575    |      | $ | 563   
|Insurance deposits included in prepaid expenses and other               |  |                | 339    |      |   | 505   
|Insurance deposits                                                      |  |                | 716    |      |   | 989   
|                                                                        |  |                |        |      |   |       
|Total workers compensation related assets                              |  |                | 1,630  |      |   | 2,057 
|                                                                        |  |                |        |      |   |       
|Claims reserves and premium liabilities included in accrued liabilities |  |                | 5,460  |      |   | 4,207 
|Claims reserves included in other liabilities                           |  |                | 7,443  |      |   | 7,036 
|                                                                        |  |                |        |      |   |       
|Total workers compensation related liabilities                         |  |                | 12,903 |      |   | 11,243
|                                                                        |  |                |        |      |   |       
|Net workers compensation related liabilities                           |  | $              | 11,273 |      | $ | 9,186 
|                                                                        |  |                |        |      |   |       

The Company has a per-occurrence self-insured retention for the policy periods which cover May 2005 through April
2010. The Companys aggregate retention limit for those periods is unlimited. For policy years prior to May 2002, policies also included a per-occurrence retention with no annual aggregate limit. For the policy periods May 2002 through May
2005, the Company purchased a first dollar coverage program with a retrospectively rated endorsement whereby the related premiums are subject to adjustment at certain intervals based on subsequent review of actual losses incurred as well as payroll
amounts.

The Company determined that the policies for the policy years ended April 30, 2003 and 2004 effectively transferred the risk of loss to the
insurer. As a result, the cost applicable to those policy years consisted entirely



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



of the related premium expense and no related claim reserves are recorded. However, the Company has recorded an estimated premium receivable/liability, based
on estimates provided by an independent actuary, for subsequent premium adjustments. For these policy years at June 30, 2009 and 2008, the Company had recorded premium liabilities of $1.0 million and $0.6 million, respectively.

For the policy year ended April 30, 2005, the Company determined that the risk of loss was not effectively transferred to the insurer. As a result, the Company
recorded a deposit for amounts paid to the insurer during the policy period in excess of the identified premiums along with a corresponding insurance claim reserve. These amounts are periodically revalued as claims are paid under the policy. As of
June 30, 2009 and 2008, the Companys deposit balances for this policy year were $1.1 million and $1.5 million, respectively. At June 30, 2009 and 2008, the claim reserves for this policy year were $0.9 million and $1.3 million,
respectively.

The Company has issued a letter of credit, which totaled $2.3 million at both June 30, 2009 and 2008 to cover any remaining claims on
the policy periods 1992 to 2001.

Legion

During fiscal
2002, the Company purchased certain portions of its workers compensation coverage from Legion Insurance Company (Legion). Legion required assurances that the Company would fund its related retention obligations, which were
estimated by Legion to approximate $6.2 million. The Company provided this assurance by purchasing a deductible reimbursement policy from Mutual Indemnity (Bermuda), Ltd. (Mutual), a Legion affiliate. That policy required the Company to
deposit $6.2 million with Mutual and required Mutual to utilize such funds to satisfy the Companys retention obligations under the Legion policy.

On
July 25, 2003, the Pennsylvania Insurance Department placed Legion into liquidation. In January 2003, the Commonwealth Court of Pennsylvania (the Court) ordered the Legion liquidator and Mutual to establish segregated trust accounts
to be funded by cash deposits held by Mutual for the benefit of individual insureds, such as the Company. It is the Companys understanding that the Legion liquidator and Mutual continue to negotiate the legal framework for the form and
administration of these trust accounts and that no final agreement has yet been reached. Under Act 46, the Legion liquidator is required to first utilize the cash deposits available with Mutual before attempting to collect any amounts from the
Company. Based on the information currently available, the Company believes that the amounts on deposit with Mutual are fully recoverable and will either be returned to the Company or used to pay claims on its behalf. In the event that the Company
or the Legion liquidator are unable to access the funds on deposit with Mutual, the Company may be required to fund the related workers compensation claims for the applicable policy years, to the extent that such losses are not covered by the
applicable state guaranty funds. In fiscal 2003 and 2004, the Legion liquidator ordered the Companys TPA to forward all workers compensation claims related to fiscal year 2002 to the state guaranty funds that will be administering these
claims. Since these claims are not in the Companys control, it may not be able to obtain current information as to the settlement of these claims and to the use of their deposits to satisfy these claims. The Company has a net receivable
totaling $0.5 million at both June 30, 2009 and 2008 related to this policy year.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|(9) | Long-Term Debt
|--- | --------------

The following is a summary of the Companys
outstanding long-term debt (in thousands):



|                                                                           |  |                |         |   |      |   |         |  
|-------------------------------------------------------------------------- |  | -------------- | ------- | - | ---- | - | ------- | -
|                                                                           |  | As of June 30, |        
|                                                                           |  | 2009           |         |   | 2008 |  
|Senior Secured Term Loan B due March 2011                                  |  | $              | 66,000  |   |      | $ | 78,000  |  
|9.875% Senior Subordinated Notes due March 2015                            |  |                | 125,000 |   |      |   | 125,000 |  
|12.75% Senior Discount Notes due March 2016                                |  |                | 85,731  |   |      |   | 75,763  |  
|Other obligations, at varying rates from 5.90% to 14.64%, due through 2014 |  |                | 578     |   |      |   | 628     |  
|                                                                           |  |                |         |   |      |   |         |  
|Long-term debt                                                             |  |                | 277,309 |   |      |   | 279,391 |  
|Less: Current maturities                                                   |  |                | (199    | ) |      |   | (374    | )
|                                                                           |  |                |         |   |      |   |         |  
|Long-term debt, net of current maturities                                  |  | $              | 277,110 |   |      | $ | 279,017 |  
|                                                                           |  |                |         |   |      |   |         |  

Debt Maturities

Aggregate annual maturities on long-term debt as of June 30, 2009 for each of the fiscal years ending June 30 are as follows (in thousands):



|                                     |  |   |         |  
|------------------------------------ |  | - | ------- | -
|2010                                 |  | $ | 199     |  
|2011                                 |  |   | 66,111  |  
|2012                                 |  |   | 119     |  
|2013                                 |  |   | 122     |  
|2014                                 |  |   | 27      |  
|Thereafter                           |  |   | 218,500 |  
|                                     |  |   |         |  
|Gross principal                      |  |   | 285,078 |  
|Less: Senior discount note accretion |  |   | (7,769  | )
|                                     |  |   |         |  
|Total debt at June 30, 2009          |  | $ | 277,309 |  
|                                     |  |   |         |  

At June 30, 2009, the Company had outstanding letters of credit which mature during the next twelve months
totaling $42.5 million, of which $42.2 million support general/auto liability and workers compensation insurance programs.

2005 Credit Facility

In March 2005, Rural/Metro Operating Company, LLC (Rural/Metro LLC) entered into the 2005 Credit Facility, which provides for a $135.0
million Term Loan B facility maturing in 2011, a $35.0 million Letter of Credit Facility maturing in 2011, which the Company expanded to a $45.0 million Letter of Credit Facility and a $20.0 million Revolving Credit Facility maturing in March 2010,
each of which is described below.

Term Loan B

The
Term Loan B bears interest at LIBOR plus 3.50% or, at Rural/Metro LLCs option, the Alternate Base Rate (ABR), as defined in the 2005 Credit Facility, plus 2.50%. In the case of the LIBOR option, whereby the contract



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



period is equal to one, two, three or six months from the date of initial borrowing at Rural/Metro LLCs option, interest on the Term Loan B is payable
on the last day of each contract period, subject to a maximum payment term of three months. Interest is payable at the end of each quarter in the case of the ABR option. As of June 30, 2009, the $66.0 million entire outstanding balance was
under a LIBOR option one-month contract accruing interest at 3.8175% per annum.

The Term Loan B requires an annual principal payment of 1.0% of the
original loan amount, payable quarterly. Based on principal payments already made, the Company has satisfied its obligation with respect to this requirement through March 2011. Additionally, annual principal payments equal to 75% of the fiscal
year-end excess cash flow, as defined in the 2005 Credit Facility, are due on September 30th of each year.

During fiscal 2009 and fiscal 2008, the
Company made principal payments on its Term Loan B totaling $12.0 million and $10.0 million, respectively. In addition, the Company made a $10.0 million principal payment on September 9, 2009 (see Note 22). These payments satisfy the excess cash
flow sweep requirement under the Term Loan B facility as of September 2009.

Rural/Metro LLC capitalized $5.4 million of expenses associated with the Term
Loan B and is amortizing these costs to interest expense over the term of the agreement. Deferred financing costs of $0.2 million were written-off in relation to each of the $12.0 million and $10.0 million principal payments in fiscal 2009 and
fiscal 2008, respectively. Unamortized deferred financing costs related to Term Loan B were $0.9 million and $1.7 million at June 30, 2009 and 2008, respectively.

Revolving Credit Facility

The Revolving Credit Facility includes a letter of credit sub-line whereby $10.0 million
of the $20.0 million total facility can be utilized to issue letters of credit. The Revolving Credit Facility bears interest on all amounts drawn against the line at LIBOR plus 3.50% or, at Rural/Metro LLCs option, the ABR plus 2.50%. In the
case of the LIBOR option, whereby the contract period is equal to one, two, three or six months from the date of initial borrowing at Rural/Metro LLCs option, interest on the Revolving Credit Facility is payable on the last day of each
contract period, subject to a maximum payment term of three months. Interest is payable at the end of each quarter in the case of the ABR option. A commitment fee of 0.50% is payable on the total undrawn revolving commitment, plus a fronting fee of
0.25% on any letter of credit issued under the sub-line, payable at the end of each quarter. Principal payments prior to maturity are not required. Expenses associated with the Revolving Credit Facility of $0.9 million were capitalized and are being
amortized to interest expense over the term of the agreement. Unamortized deferred financing costs related to the Revolving Credit Facility were $0.2 million and $0.4 million at June 30, 2009 and 2008, respectively. There were no amounts
outstanding under the Revolving Credit Facility at June 30, 2009.

Letter of Credit Facility

The Letter of Credit Facility is available primarily to support and/or replace existing and future insurance deductible arrangements of the Company, Rural/Metro LLC and
the Guarantors. The Letter of Credit Facility bears a participation fee of 3.50% plus an administrative fee of 0.15% for a total of 3.65% per annum on the total facility payable quarterly. In addition, Rural/Metro LLC pays a fronting fee of
0.125% per annum on issued letters of credit payable quarterly. Rural/Metro LLC capitalized expenses associated with the Letter of Credit Facility of $1.7 million and is amortizing these costs to interest expense over the term of the agreement.
Unamortized deferred financing costs related to the Letter of Credit Facility were $0.6 million and $0.9 million at June 30, 2009 and 2008, respectively. At June 30, 2009, $41.8 million of the available Letter of Credit Facility balance
was utilized primarily in support of the Companys insurance programs.



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Other Terms

The
2005 Credit Facility requires Rural/Metro LLC and its subsidiaries to meet certain financial tests, including a minimum interest coverage ratio, a maximum total leverage ratio and a minimum fixed charge coverage ratio. The 2005 Credit Facility also
contains covenants which among other things limit the incurrence of additional indebtedness, dividends, transactions with affiliates, asset sales, acquisitions, mergers, prepayments of other indebtedness, liens and encumbrances, capital
expenditures, business activities limitations on the Company, as a holding company, and other matters customarily restricted in such agreements. Rural/Metro LLC and its subsidiaries were in compliance with these covenants as of June 30, 2009.

Indebtedness under the 2005 Credit Facility is guaranteed by the Company and each of Rural/Metro LLCs current and future direct and indirect
subsidiaries (the Guarantors) and is secured by a lien on substantially all of Rural/Metro LLCs and the Guarantors current and future property, including all equity interests in Rural/Metro LLC and its current subsidiaries.

Credit Facility Amendments

Prior to October 2007, the
Company executed five amendments to the 2005 Credit Facility. These amendments included modification of certain financial covenants, a reduction in the Term Loan B interest rate and the expansion of the Letter of Credit facility.

On October 11, 2007, the Company amended the 2005 Credit Facility (Amendment No. 6) to modify certain financial covenant requirements contained in
the Credit Agreement, including total leverage ratio, interest expense coverage ratio and fixed charge coverage ratio. In addition, the Companys margin over LIBOR increased from 2.25% to 3.50% for the term of the loan. In connection with
Amendment No. 6, the Company paid $1.0 million in lender and administrative fees during the second quarter of fiscal 2008. Of this amount, $0.9 million was capitalized and will be amortized to interest expense over the remaining term of the
2005 Credit Facility. As part of Amendment No. 6, the Company obtained Waiver No. 2, which was effective September 1, 2007, under the 2005 Credit Facility for any defaults relating to the restatement and the untimely filing of the
Annual Report on Form 10-K for the year ended June 30, 2007.

9.875% Senior Subordinated Notes

In March 2005, the Companys wholly owned subsidiaries, Rural/Metro LLC and Rural/Metro Inc. (collectively referred to as the Senior Subordinated Notes
Issuers), completed the private placement of the Senior Subordinated Notes. Interest on the Senior Subordinated Notes is payable semi-annually on September 15 and March 15. The Senior Subordinated Notes have been registered under the
Securities Act of 1933, as amended.

The Senior Subordinated Notes are unsecured senior subordinated obligations of the Senior Subordinated Notes Issuers.
They rank junior in right of payment to all of the Senior Subordinated Notes Issuers existing and future senior indebtedness, including the 2005 Credit Facility, rank pari passu in right of payment with any of the Senior Subordinated
Notes Issuers future senior subordinated debt and rank senior in right of payment to any of the Senior Subordinated Notes Issuers future subordinated debt. Each of the Guarantors, other than Rural/Metro Inc., have guaranteed the Senior
Subordinated Notes. These guarantees are unsecured and will be subordinated to all existing and future senior obligations of the Guarantors, including their guarantees of the 2005 Credit Facility.

At any time prior to March 15, 2010, the Senior Subordinated Notes Issuers may redeem all or a portion of the Senior Subordinated Notes at a price equal to 100% of
the principal amount of the Senior Subordinated Notes, plus a make-whole premium. After March 15, 2010, the Senior Subordinated Notes Issuers may redeem all or



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part of the Senior Subordinated Notes at various redemption prices given the date of redemption as set forth in the indenture governing the Senior
Subordinated Notes. If the Company experiences a change of control, the Senior Subordinated Notes Issuers may be required to offer to purchase the Senior Subordinated Notes at a purchase price equal to 101% of the principal amount, plus accrued and
unpaid interest.

Costs related to this issuance totaling $5.3 million were capitalized and are being amortized to interest expense over the term of the
Senior Subordinated Notes. Unamortized deferred financing costs related to the Senior Subordinated Notes were $3.0 million and $3.5 million at June 30, 2009 and 2008, respectively.

12.75% Senior Discount Notes

In March 2005, Rural/Metro Corporation completed a private placement of the Senior
Discount Notes and received gross proceeds of $50.2 million. While interest will accrue prior to March 15, 2010, cash interest payments will not be due until September 15, 2010. The Senior Discount Notes had an initial accreted value of
$536.99 per $1,000 principal amount at maturity. The accreted value will increase from the date of issuance until March 15, 2010 at a rate of 12.75% per annum compounded semiannually such that the accreted value will equal the principal
amount at maturity of each Senior Discount Note on that date. The accreted value of the Senior Discount Notes was $85.7 million at June 30, 2009 and $75.8 million at June 30, 2008. The Senior Discount Notes have been registered under the
Securities Act of 1933, as amended.

The Senior Discount Notes are unsecured senior obligations of Rural/Metro Corporation and will rank equally in right
of payment with all its existing and future unsecured senior obligations and senior to its subordinated indebtedness. The Senior Discount Notes will be subordinated to the Companys existing and future secured indebtedness, including its
guarantee of the 2005 Credit Facility, to the extent of the assets securing that indebtedness. The Senior Discount Notes are not guaranteed by any of Rural/Metro Corporations subsidiaries and are subordinated to all obligations of Rural/Metro
Corporations subsidiaries, including the Senior Subordinated Notes, the 2005 Credit Facility and the guarantees of the Guarantors.

Prior to
March 15, 2010, Rural/Metro Corporation may redeem all or a portion of the Senior Discount Notes at a price equal to 100% of the accreted value of the Senior Discount Notes, plus a make-whole premium. After March 15, 2010, Rural/Metro
Corporation may redeem all or part of the Senior Discount Notes at various redemption prices given the date of redemption as set forth in the indenture governing the Senior Discount Notes. If Rural/Metro Corporation experiences a change of control,
it may be required to offer to purchase the Senior Discount Notes at a purchase price equal to 101% of their accreted value, plus accrued and unpaid interest.

The Company capitalized costs totaling $2.2 million related to this issuance and is amortizing these costs to interest expense over the term of the Senior Discount Notes. Unamortized deferred financing costs related to the Senior Discount
Notes were $1.3 million and $1.5 million at June 30, 2009 and 2008, respectively.

Other Terms

The Senior Subordinated Notes and the Senior Discount Notes contain certain covenants that, among other things, limit the Companys and its subsidiaries
ability to incur additional debt, pay dividends on the Companys capital stock or repurchase the Companys capital stock, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other
transactions, sell certain assets or merge with or into other companies, purchase fixed assets and prepay certain other indebtedness. The Company was in compliance with these covenants as of June 30, 2009.



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|(10) | Income Taxes
|---- | ------------

The following table shows the components of the
income tax (provision) benefit from total operations (in thousands):



|                                            |  |                      |        |   |      |   |        |      |  |   |        |  
|------------------------------------------- |  | -------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                            |  | Years ended June 30, |       
|                                            |  | 2009                 |        |   | 2008 |   |        | 2007 | 
|Current income tax provision                |  | $                    | 738    |   |      | $ | (1,413 | )    |  | $ | (811   | )
|Deferred income tax provision               |  |                      | (7,622 | ) |      |   | (3,493 | )    |  |   | (942   | )
|                                            |  |                      |        |   |      |   |        |      |  |   |        |  
|Total income tax provision                  |  | $                    | (6,884 | ) |      | $ | (4,906 | )    |  | $ | (1,753 | )
|                                            |  |                      |        |   |      |   |        |      |  |   |        |  
|Continuing operations provision             |  | $                    | (7,427 | ) |      | $ | (4,674 | )    |  | $ | (1,215 | )
|Discontinued operations (provision) benefit |  |                      | 543    |   |      |   | (232   | )    |  |   | (538   | )
|                                            |  |                      |        |   |      |   |        |      |  |   |        |  
|Total income tax provision                  |  | $                    | (6,884 | ) |      | $ | (4,906 | )    |  | $ | (1,753 | )
|                                            |  |                      |        |   |      |   |        |      |  |   |        |  

The following table shows the components of the income tax (provision) benefit applicable to continuing operations
(in thousands):



|                           |  |                      |        |   |      |   |        |      |  |   |        |  
|-------------------------- |  | -------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                           |  | Years ended June 30, |       
|                           |  | 2009                 |        |   | 2008 |   |        | 2007 | 
|Current:                   |  |                      |        |   |      |   |        |      |  |   |        |  
|Federal                    |  | $                    | 319    |   |      | $ | (305   | )    |  | $ | (3     | )
|State                      |  |                      | 349    |   |      |   | (1,076 | )    |  |   | (778   | )
|                           |  |                      |        |   |      |   |        |      |  |   |        |  
|Total                      |  |                      | 668    |   |      |   | (1,381 | )    |  |   | (781   | )
|                           |  |                      |        |   |      |   |        |      |  |   |        |  
|Deferred:                  |  |                      |        |   |      |   |        |      |  |   |        |  
|Federal                    |  |                      | (6,145 | ) |      |   | (3,110 | )    |  |   | (86    | )
|State                      |  |                      | (1,950 | ) |      |   | (183   | )    |  |   | (348   | )
|                           |  |                      |        |   |      |   |        |      |  |   |        |  
|Total                      |  |                      | (8,095 | ) |      |   | (3,293 | )    |  |   | (434   | )
|                           |  |                      |        |   |      |   |        |      |  |   |        |  
|Total income tax provision |  | $                    | (7,427 | ) |      | $ | (4,674 | )    |  | $ | (1,215 | )
|                           |  |                      |        |   |      |   |        |      |  |   |        |  

The income tax (provision) benefit differs from the amount computed by applying the statutory U.S. federal income
tax rate of 35% to income (loss) from continuing operations before income taxes and minority interest as follows (in thousands):



|                                               |  |                      |        |   |      |   |        |      |  |   |        |  
|---------------------------------------------- |  | -------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                               |  | Years ended June 30, |       
|                                               |  | 2009                 |        |   | 2008 |   |        | 2007 | 
|Federal income tax provision at statutory rate |  | $                    | (5,243 | ) |      | $ | (3,217 | )    |  | $ | (208   | )
|State taxes, net of federal tax benefit        |  |                      | (2,330 | ) |      |   | (1,369 | )    |  |   | (831   | )
|Wage tax credits                               |  |                      | 970    |   |      |   |       |      |  |   |       |  
|Change in valuation allowance                  |  |                      | 449    |   |      |   |       |      |  |   |       |  
|Disallowed interest on Senior Discount Notes   |  |                      | (624   | ) |      |   | (551   | )    |  |   | (486   | )
|Executive compensation                         |  |                      | (807   | ) |      |   | (691   | )    |  |   | (158   | )
|Change in reserve estimates                    |  |                      | (158   | ) |      |   | 1,067  |      |  |   | 232    |  
|Minority interest                              |  |                      | 563    |   |      |   | 284    |      |  |   | 486    |  
|Meals and entertainment                        |  |                      | (88    | ) |      |   | (71    | )    |  |   | (54    | )
|Legislative expenses                           |  |                      | (157   | ) |      |   | (114   | )    |  |   | (151   | )
|Goodwill impairment                            |  |                      |       |   |      |   |       |      |  |   | (43    | )
|Other, net                                     |  |                      | (2     | ) |      |   | (12    | )    |  |   | (2     | )
|                                               |  |                      |        |   |      |   |        |      |  |   |        |  
|Total income tax provision                     |  | $                    | (7,427 | ) |      | $ | (4,674 | )    |  | $ | (1,215 | )
|                                               |  |                      |        |   |      |   |        |      |  |   |        |  



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The following table summarizes the components of the Companys deferred tax assets and liabilities (in
thousands):



|                                                   |  |                |        |   |      |   |         |  
|-------------------------------------------------- |  | -------------- | ------ | - | ---- | - | ------- | -
|                                                   |  | As of June 30, |       
|                                                   |  | 2009           |        |   | 2008 |  
|Deferred tax assets:                               |  |                |        |   |      |   |         |  
|Net operating loss carryforwards                   |  | $              | 33,561 |   |      | $ | 37,723  |  
|Tax credit carryforwards                           |  |                | 2,136  |   |      |   | 1,791   |  
|Capital loss carryforwards                         |  |                |       |   |      |   | 20,411  |  
|Insurance claim reserves                           |  |                | 10,545 |   |      |   | 11,135  |  
|Estimate for uncompensated care                    |  |                | 12,000 |   |      |   | 18,133  |  
|Settlements                                        |  |                | 1,433  |   |      |   | 1,193   |  
|Compensation and benefits                          |  |                | 2,149  |   |      |   | 2,866   |  
|Deferred revenue                                   |  |                | 1,511  |   |      |   | 1,691   |  
|Interest expense                                   |  |                | 10,964 |   |      |   | 8,079   |  
|Joint venture interest                             |  |                | 482    |   |      |   | 677     |  
|Other                                              |  |                | 4,138  |   |      |   | 2,839   |  
|                                                   |  |                |        |   |      |   |         |  
|Deferred tax assets                                |  |                | 78,919 |   |      |   | 106,538 |  
|                                                   |  |                |        |   |      |   |         |  
|Deferred tax liabilities:                          |  |                |        |   |      |   |         |  
|Accelerated depreciation and amortization          |  |                | (4,678 | ) |      |   | (3,078  | )
|                                                   |  |                |        |   |      |   |         |  
|Deferred tax liabilities                           |  |                | (4,678 | ) |      |   | (3,078  | )
|                                                   |  |                |        |   |      |   |         |  
|Net deferred tax assets before valuation allowance |  |                | 74,241 |   |      |   | 103,460 |  
|Less: valuation allowance                          |  |                | (7,531 | ) |      |   | (30,424 | )
|                                                   |  |                |        |   |      |   |         |  
|Net deferred tax asset                             |  | $              | 66,710 |   |      | $ | 73,036  |  
|                                                   |  |                |        |   |      |   |         |  

The Company primarily recognizes deferred income tax expense as the Company utilizes its net operating loss
carryforwards to reduce its federal and state taxes currently payable and the associated deferred tax benefits are realized. As of June 30, 2009, the Companys net operating loss carryforwards for certain significant taxing jurisdictions
have either been fully utilized or have expired. As a result, current state income tax expense has increased relative to prior years.

As of June 30,
2009, the Company had net operating loss carryforwards for federal income tax purposes of approximately $72.9 million, which expire in 2014-2024 and state net operating loss carryforwards of approximately $198.3 million, which expire in 2009-2028.
The Company had minimum tax credit carryforwards of $1.9 million for federal income tax purposes. These credits can be carried forward indefinitely, but may only be used to the extent that regular tax exceeds the alternative minimum tax in any given
year. The Company also had Federal General Business Credit carryforwards of $0.3 million which expire in 2026-2028.

As required by GAAP, management
assesses the recoverability of the Companys deferred tax assets on a regular basis and records a valuation allowance for any such assets where recoverability is determined to be unlikely. The Companys evaluation of its valuation
allowance against certain state deferred tax assets resulted in a release of the valuation allowance for two states. The Company has determined that realization of these deferred tax assets is more likely than not based on past results, projected
future results, and the tax laws of these jurisdictions. The valuation allowance release resulted in a benefit of $0.4 million for fiscal 2009. The Company maintains a valuation allowance of $7.5 million for those net operating loss carryforwards
that management currently expects will expire prior to utilization.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Pursuant to Internal Revenue Code Section 382, if the Company underwent an ownership change, the NOL
carryforward limitations would impose an annual limit on the amount of the taxable income that may be offset by the Companys NOL generated prior to the ownership change. If an ownership change were to occur, the Company may be unable to use a
significant portion of its NOL to offset taxable income.

The income tax provision for fiscal 2009 reflects a $1.0 million benefit for wage tax credits
recorded in the fourth quarter. These credits relate to the Companys participation in Federal and state wage tax incentive programs in the state of New York from 2002 to 2008.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement No. 109(FIN 48). FIN 48 clarifies the accounting
for uncertainty in income taxes recognized in an enterprises financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

The Company adopted the provisions of FIN 48 as of July 1, 2007. The adoption of FIN 48 resulted in a $12.8 million cumulative effect adjustment to
retained earnings. As of the date of adoption, the Companys unrecognized tax benefits totaled approximately $34.1 million, $30.4 million of which would favorably impact the Companys effective tax rate if subsequently recognized. As of
June 30, 2009, the Company had unrecognized tax benefits totaling approximately $34.1 million, $30.5 million of which would favorably impact the Companys effective tax rate if subsequently recognized.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):



|                                                              |  |                     |        |   |      |   |        |  
|------------------------------------------------------------- |  | ------------------- | ------ | - | ---- | - | ------ | -
|                                                              |  | Year Ended June 30, |       
|                                                              |  | 2009                |        |   | 2008 |  
|Unrecognized tax benefits balance at beginning of fiscal year |  | $                   | 34,111 |   |      | $ | 34,075 |  
|Additions for tax positions taken in current periods          |  |                     | 70     |   |      |   | 18     |  
|Additions for tax positions taken in prior periods            |  |                     |       |   |      |   | 713    |  
|Reductions for tax positions taken in current periods         |  |                     | (5     | ) |      |   |       |  
|Reductions for tax positions taken in prior periods           |  |                     | (20    | ) |      |   | (694   | )
|Reductions for lapses of statute of limitations               |  |                     | (57    | ) |      |   | (1     | )
|                                                              |  |                     |        |   |      |   |        |  
|Unrecognized tax benefits balance at end of fiscal year       |  | $                   | 34,099 |   |      | $ | 34,111 |  
|                                                              |  |                     |        |   |      |   |        |  

The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as a
component of income tax expense. Accrued interest and penalties as of June 30, 2009 and 2008 were approximately $0.5 million. Approximately $0.1 million of interest and penalties were recorded for both the years ended June 30, 2009 and
2008, respectively. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.

The Company and its subsidiaries are subject to the following significant taxing jurisdictions: U.S. federal, Arizona, California, Florida, Indiana, New York, Ohio and
Tennessee. The Company has had net operating losses in various years for Federal purposes and for many states. The statute of limitations for a particular tax year for examination by the Internal Revenue Service is generally three years subsequent
to the filing of the associated tax return. However, the Internal Revenue Service can adjust net operating loss carryovers up to three



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years subsequent to the last year in which the loss carryover is finally used. Accordingly, there are multiple years open to examination. The statute of
limitations is generally three to four years for many of the states where the Company operates. The State of New York has begun an examination of the Companys New York franchise tax returns for the years ended June 30, 2005 through 2007.
The Company does not expect the result of this audit to significantly change the Companys total unrecognized tax benefits in the next twelve months, but the outcome of tax examinations is uncertain, and unforeseen results can occur. The
Company is currently not under income tax examination in any other tax jurisdictions.

The Company anticipates a reduction of $0.1 million in the total
amount of unrecognized tax benefits during the next twelve months as a result of the lapsing of the statute of limitations related to a state tax position.



|(11) | Preferred Stock
|---- | ---------------

As of June 30, 2009 and 2008, there were
2,000,000 shares of preferred stock, par value $0.01 per share, authorized, none of which were issued and outstanding.



|(12) | Shareholder Rights Plan
|---- | -----------------------

On August 24, 2005, the Company
entered into a shareholder rights plan to replace the previous plan that expired on August 23, 2005. The shareholder rights plan provides for one right to be attached to each share of common stock of the Company. Each right entitles the
registered holder to purchase a unit consisting of one one-thousandth of a share (a Unit) of Series A Junior Participating Preferred Stock, par value $0.01 per share, at a purchase price of $45 per Unit, subject to adjustment. The rights
will become exercisable following the tenth day (or such later date as may be determined by the Board of Directors) after a person or group (a) acquires beneficial ownership of 15% or more of the Companys common stock, or
(b) announces a tender or exchange offer, the consummation of which would result in ownership by a person or group of 15% or more of the Companys common stock. Subsequently, on March 19, 2009, the Company amended the shareholder
rights plan to change the beneficial ownership at which the shareholder rights plan is triggered to 10%.

Upon exercise and subject to adjustment, each
right will entitle the holder (other than the party seeking to acquire control of the Company) to acquire a number of shares of common stock of the Company or, in certain circumstances, such acquiring person having a value equal to two times the
then applicable purchase price. The rights may be terminated by the Board of Directors at any time prior to the date they become exercisable at a price of $0.01 per right; thereafter, they may be redeemed for a specified period of time at $0.01 per
right. The shareholder rights plan expires on August 24, 2015.



|(13) | Share-based Compensation
|---- | ------------------------

2008 Incentive Stock Plan

In March 2008 the Companys stockholders approved the 2008 Incentive Stock Plan (the 2008 Plan) which provides for the award of
up to 1.0 million shares of the Companys common stock to employees, executive officers and non-employee directors. Awards may be made in different forms including options, restricted stock, restricted stock units (RSUs) and
stock appreciation rights (SARs). Options and SARs are subject to a minimum vesting period of not less than one year from the grant date. Generally awards other than options and SARs are subject to a minimum vesting period of not less
than three years from the grant date. As of June 30, 2009, there were 624,500 shares available under the 2008 Plan.

In August 2008, pursuant to the
2008 Plan, the Company granted 162,500 RSUs to employees of the Company. The RSUs have a fair value of $1.99 per unit. Vesting of the RSUs is based on continued service, certain



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performance metrics and a time based vesting schedule. The grant date fair value of the RSUs is amortized over a graded schedule with the first tranche
amortized over the period between the grant date and the expected date the performance condition will be satisfied, and the remaining tranches amortized over the period between the grant date and the vesting date for each tranche.

In December 2008, the Company granted 39,000 RSUs to the non-employee members of the Board of Directors of the Company with a grant date fair value of $1.79 per unit.
Subject to continued service, the RSUs vest in three installments upon the date of the Companys annual meeting of stockholders following fiscal years 2009 through 2011. The grant date fair value of the RSUs is being amortized on a
straight-line basis over the vesting period.

The following table summarizes the RSU activity in the 2008 Plan as of June 30, 2009:



|                               |  |                          |   |  |                                    |      |                                          |           |                         |   |        
|------------------------------ |  | ------------------------ | - |  | ---------------------------------- | ---- | ---------------------------------------- | --------- | ----------------------- | - | -------
|                               |  | Year Ended June 30, 2009
|                               |  | Number ofShares          |   |  | WeightedAverageGrantDate FairValue |      | WeightedAverageRemainingContractual Term |           | AggregateIntrinsicValue
|Nonvested at beginning of year |  | 49,500                   |   |  | $                                  | 2.15 |                                          |           |                         |   |        
|Granted                        |  | 201,500                  |   |  | $                                  | 1.95 |                                          |           |                         |   |        
|Vested                         |  | (15,000                  | ) |  | $                                  | 2.15 |                                          |           |                         |   |        
|Forfeited                      |  | (19,000                  | ) |  | $                                  | 1.99 |                                          |           |                         |   |        
|                               |  |                          |   |  |                                    |      |                                          |           |                         |   |        
|Nonvested at end of year       |  | 217,000                  |   |  | $                                  | 1.98 |                                          | 2.1 years |                         | $ | 553,350
|                               |  |                          |   |  |                                    |      |                                          |           |                         |   |        

The Company issued 15,000 shares of its common stock for the fiscal year ended June 30, 2009 in connection
with RSUs which vested. The Company satisfies RSUs vested by authorizing its transfer agent to issue new shares after confirming that all requisite service periods and performance measures have been attained. The total intrinsic value of RSUs vested
during the fiscal year ended June 30, 2009 was $38,000. The Company recognized negligible income tax benefits associated with the vesting of RSUs for the fiscal year 2009.

As of June 30, 2009, there was approximately $0.3 million of total unrecognized compensation cost related to nonvested RSUs granted under the 2008 Plan which is expected to be recognized over a weighted-average
period of 2.1 years.

In August 2008, pursuant to the 2008 Plan, the Company granted 162,500 SARs to employees of the Company. The SARs have an exercise
price of $1.99, which is equal to the closing price of the Companys common stock on the grant date and a weighted average fair value of $1.03 per share as determined using the Black-Scholes option pricing model with the following assumptions:



|                                         |  |           |  
|---------------------------------------- |  | --------- | -
|Weighted average expected term           |  | 6.1 years |  
|Weighted average risk free interest rate |  | 3.43      | %
|Dividend yield                           |  | 0         | %
|Volatility                               |  | 75        | %

The weighted average expected term of 6.1 years is the weighted average of 7 years for executive participants and
5 years for non-executive participants. The 7 year and 5 year expected terms are based on expected exercise behavior of the two groups. The weighted average risk free interest rate is the weighted average of 3.57% for executive participants and
3.27% for non-executive participants and is based on the Daily Treasury Yield Curve



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Rates on the grant date. The dividend yield of 0% is based on the Companys expectation that it will not pay dividends in the future. Volatility was
calculated based on an average of actual volatility of the Companys common stock over the past seven years.

The SARs are subject to continued
service, and vest over three years and have contractual terms of seven years from the grant date. The grant date fair value of the SARs is amortized on a straight-line basis over the vesting period.

As of June 30, 2009, there was approximately $0.1 million of total unrecognized compensation cost related to nonvested SARs granted under the 2008 Plan which is
expected to be recognized over a weighted-average period of 2.2 years.

The following table summarizes the SAR activity in the 2008 Plan as of
June 30, 2009:



|                               |  |                          |   |  |                                    |      |                                          |           |                         |   |       
|------------------------------ |  | ------------------------ | - |  | ---------------------------------- | ---- | ---------------------------------------- | --------- | ----------------------- | - | ------
|                               |  | Year Ended June 30, 2009
|                               |  | Number ofShares          |   |  | WeightedAverageGrantDate FairValue |      | WeightedAverageRemainingContractual Term |           | AggregateIntrinsicValue
|Nonvested at beginning of year |  |                         |   |  |                                    |     |                                          |           |                         |   |       
|Granted                        |  | 162,500                  |   |  | $                                  | 1.03 |                                          |           |                         |   |       
|Vested                         |  |                         |   |  |                                    |     |                                          |           |                         |   |       
|Forfeited                      |  | (19,000                  | ) |  | $                                  | 1.02 |                                          |           |                         |   |       
|                               |  |                          |   |  |                                    |      |                                          |           |                         |   |       
|Nonvested at end of year       |  | 143,500                  |   |  | $                                  | 1.03 |                                          | 6.1 years |                         | $ | 80,360
|                               |  |                          |   |  |                                    |      |                                          |           |                         |   |       

The following table shows share-based compensation expense under the 2008 Plan (in thousands):



|                                       |  |                      |     |      |   |      |  |   |  
|-------------------------------------- |  | -------------------- | --- | ---- | - | ---- |  | - | -
|                                       |  | Years Ended June 30,
|                                       |  | 2009                 |     | 2008 |   | 2007
|Share-based compensation expense:      |  |                      |     |      |   |      |  |   |  
|Non-employee director RSUs             |  | $                    | 51  |      | $ | 12   |  | $ | 
|Employee RSUs                          |  |                      | 147 |      |   |     |  |   | 
|SARs                                   |  |                      | 43  |      |   |     |  |   | 
|                                       |  |                      |     |      |   |      |  |   |  
|Total share-based compensation expense |  | $                    | 241 |      | $ | 12   |  | $ | 
|                                       |  |                      |     |      |   |      |  |   |  

Refer to Note 22, Subsequent Events, for information regarding share-based awards granted after
June 30, 2009.

2000 Non-Qualified Stock Option Plan

The Companys 2000 Non-Qualified Stock Option Plan (the 2000 Plan) was adopted in August 2000 and provides for the granting of options to acquire common stock of the Company. At the time of adoption, the maximum number of
shares of common stock issuable under the 2000 Plan was 2.0 million. As of June 30, 2009, 1.4 million options had been exercised and 0.1 million options remain outstanding under the 2000 Plan. In November 2007, the 2000 Plan was
modified to provide that no future option grants will be made pursuant to the 2000 Plan unless the Companys stockholders approve an amendment to the 2000 Plan to permit future option grants.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



1992 Stock Option Plan

The Companys 1992 Stock Option Plan (the 1992 Plan) was adopted in November 1992 and expired November 5, 2002. The 1992 Plan provided for the granting of up to 6.0 million options to acquire common stock of the
Company as well as the granting of common stock, stock appreciation rights or other cash awards. As of June 30, 2009, 2.8 million options had been exercised and 0.5 million options remain outstanding under the 1992 Plan. Options under
the 1992 Plan were granted as incentive stock options or non-qualified stock options.

All options granted under the 1992 Plan and the 2000 Plan through
June 30, 2009 have exercise prices equal to the fair market value of the Companys stock on the date of grant. Options granted under both plans have a 10 year contractual term. Shares issued upon option exercise consist of authorized but
unissued shares of the Companys common stock.

The following table summarizes stock option activity in the 1992 Plan and the 2000 Plan as of
June 30, 2009:



|                                           |  |                          |   |  |                              |      |                                          |           |                         |   |        
|------------------------------------------ |  | ------------------------ | - |  | ---------------------------- | ---- | ---------------------------------------- | --------- | ----------------------- | - | -------
|                                           |  | Year Ended June 30, 2009
|                                           |  | Number ofShares          |   |  | WeightedAverageExercisePrice |      | WeightedAverageRemainingContractual Term |           | AggregateIntrinsicValue
|Options outstanding at beginning of year   |  | 957,672                  |   |  | $                            | 4.30 |                                          |           |                         |   |        
|Granted                                    |  |                         |   |  |                              |     |                                          |           |                         |   |        
|Expired or terminated                      |  | (325,147                 | ) |  | $                            | 7.33 |                                          |           |                         |   |        
|Exercised                                  |  | (15,000                  | ) |  | $                            | 1.30 |                                          |           |                         |   |        
|                                           |  |                          |   |  |                              |      |                                          |           |                         |   |        
|Options outstanding at end of year         |  | 617,525                  |   |  | $                            | 2.78 |                                          | 1.5 years |                         | $ | 511,629
|                                           |  |                          |   |  |                              |      |                                          |           |                         |   |        
|Options exercisable at end of year         |  | 617,525                  |   |  | $                            | 2.78 |                                          | 1.5 years |                         | $ | 511,629
|Options available for grant at end of year |  |                         |   |  |                              |      |                                          |           |                         |   |        

The table below summarizes information related to stock option exercises for fiscal 2009, 2008 and 2007 (in
thousands, except shares):



|                                                                          |  |                      |        |      |   |        |  |   |        
|------------------------------------------------------------------------- |  | -------------------- | ------ | ---- | - | ------ |  | - | -------
|                                                                          |  | Years Ended June 30,
|                                                                          |  | 2009                 |        | 2008 |   | 2007  
|Shares of common stock issued for stock option exercises                  |  |                      | 15,000 |      |   | 85,000 |  |   | 242,208
|Cash proceeds from stock option exercises (in thousands)                  |  | $                    | 19     |      | $ | 58     |  | $ | 504    
|Income tax benefits recognized from stock option exercises (in thousands) |  | $                    | 9      |      | $ | 72     |  | $ | 327    
|Total intrinsic value of stock options exercised (in thousands)           |  | $                    | 18     |      | $ | 194    |  | $ | 1,257  

The Company satisfies stock option exercises by authorizing its transfer agent to issue new shares after
confirming that all requisite consideration has been received from the option holder.



|(14) | Employee Benefit Plans
|---- | ----------------------

401(k) Plan

The Company has a defined contribution plan (401(k) Plan) covering eligible employees. The 401(k) Plan allows employees to contribute a portion of their
compensation on a pre-tax basis in accordance with plan and statutory rules. The Company matches a percentage of the employees contributions according to the 401(k) Plan rules. Contributions for non-union employees are at made at the
Companys discretion. The match may be made in the Companys common stock at the Companys discretion and subject to plan terms. The Company may also make discretionary profit sharing contributions subject to the 401(k) Plan terms.
Company contributions vest



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



over time according to the terms of the 401(k) Plan. During fiscal 2009, subsidiary plans for two additional unions were added to the 401(k) Plan. Their
addition to the 401(k) Plan is not expected to have a material effect on the Companys expense for matching contributions.

Matching contributions of
$2.1 million, $1.9 million and $1.8 million were made for the 401(k) Plan during fiscal 2009, 2008 and 2007, respectively. The contributions expense was recorded as payroll and employee benefits expense in the Consolidated Statements of Operations.
The Companys matching contribution liability was $2.7 million and $2.5 million at June 30, 2009 and 2008, respectively. The Company did not provide matching in its common stock or contribute discretionary profit sharing during fiscal
2009, 2008, or 2007.

Defined Benefit Pension Plan

Effective July 1, 2004, the Company established a defined benefit pension plan (the Pension Plan) covering eligible employees of one of its subsidiaries, primarily those covered by collective bargaining arrangements.
Eligibility is achieved upon the completion of one year of service. Participants become fully vested in their accrued benefit after the completion of five years of service. The amount of benefit is determined using a two-part formula, one of which
is based upon compensation and the other which is based upon a flat dollar amount.

The Companys general funding policy is to make annual
contributions to the Pension Plan as required by the Employee Retirement Income Security Act (ERISA). Contributions by the Company during fiscal 2009 and 2008 totaled $2.2 million and $2.5 million, respectively.

The following table shows a reconciliation of changes in the Pension Plans benefit obligation and plan assets for the years ended June 30, 2009 and 2008 (in
thousands):



|                                               |  |                     |        |   |      |   |       |  
|---------------------------------------------- |  | ------------------- | ------ | - | ---- | - | ----- | -
|                                               |  | Years EndedJune 30, |       
|                                               |  | 2009                |        |   | 2008 |  
|Change in benefit obligation:                  |  |                     |        |   |      |   |       |  
|Benefit obligation at beginning of year        |  | $                   | 5,231  |   |      | $ | 3,006 |  
|Service cost                                   |  |                     | 1,079  |   |      |   | 1,732 |  
|Interest cost                                  |  |                     | 358    |   |      |   | 207   |  
|Plan participants contributions               |  |                     | 10     |   |      |   | 22    |  
|Benefits paid                                  |  |                     | (10    | ) |      |   | (27   | )
|Administrative expenses paid                   |  |                     | (19    | ) |      |   | (13   | )
|Plan change                                    |  |                     |       |   |      |   | 711   |  
|Actuarial (gain) loss                          |  |                     | 1,376  |   |      |   | (407  | )
|                                               |  |                     |        |   |      |   |       |  
|Benefit obligation at end of year              |  |                     | 8,025  |   |      |   | 5,231 |  
|                                               |  |                     |        |   |      |   |       |  
|Change in plan assets:                         |  |                     |        |   |      |   |       |  
|Fair value of plan assets at beginning of year |  |                     | 6,747  |   |      |   | 4,723 |  
|Actual return on plan assets                   |  |                     | (1,544 | ) |      |   | (439  | )
|Employer contributions                         |  |                     | 2,185  |   |      |   | 2,481 |  
|Benefits paid                                  |  |                     | (10    | ) |      |   | (27   | )
|Administrative expenses paid                   |  |                     | (19    | ) |      |   | (13   | )
|Plan participants contributions               |  |                     | 10     |   |      |   | 22    |  
|                                               |  |                     |        |   |      |   |       |  
|Fair value of plan assets at end of year       |  |                     | 7,369  |   |      |   | 6,747 |  
|                                               |  |                     |        |   |      |   |       |  
|Funded status at end of year                   |  | $                   | (656   | ) |      | $ | 1,516 |  
|                                               |  |                     |        |   |      |   |       |  



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Amounts recognized in the consolidated balance sheets totaling $0.7 million at June 30, 2009 were classified as
noncurrent liabilities and $1.5 million at June 30, 2008 were classified as noncurrent assets.

Amounts in accumulated other comprehensive income
(loss) before income taxes that have not been recognized as net periodic benefit cost at June 30, 2009 and 2008 consist of (in thousands):



|                   |  |                     |       |      |   |    
|------------------ |  | ------------------- | ----- | ---- | - | ---
|                   |  | Years EndedJune 30,
|                   |  | 2009                |       | 2008
|Net loss           |  | $                   | 3,512 |      | $ | 3  
|Prior service cost |  |                     | 647   |      |   | 711
|                   |  |                     |       |      |   |    
|                   |  | $                   | 4,159 |      | $ | 714
|                   |  |                     |       |      |   |    

The accumulated benefit obligation for the Pension Plan was $6.6 million and $4.6 million at June 30, 2009
and June 30, 2008, respectively.

The components of net periodic benefit cost and other amounts recognized in other comprehensive (income) loss are as
follows (in thousands):



|                                                                                                     |  |                      |       |   |      |   |       |      |  |   |       |  
|---------------------------------------------------------------------------------------------------- |  | -------------------- | ----- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                                                                                     |  | Years Ended June 30, |      
|                                                                                                     |  | 2009                 |       |   | 2008 |   |       | 2007 | 
|Net periodic benefit cost                                                                            |  |                      |       |   |      |   |       |      |  |   |       |  
|Service cost                                                                                         |  | $                    | 1,079 |   |      | $ | 1,733 |      |  | $ | 1,477 |  
|Interest cost                                                                                        |  |                      | 358   |   |      |   | 207   |      |  |   | 92    |  
|Expected return on plan assets                                                                       |  |                      | (589  | ) |      |   | (449  | )    |  |   | (237  | )
|Amortization of net prior service cost                                                               |  |                      | 64    |   |      |   |      |      |  |   |      |  
|Amortization of net (gain) loss                                                                      |  |                      |      |   |      |   |      |      |  |   | (7    | )
|                                                                                                     |  |                      |       |   |      |   |       |      |  |   |       |  
|Net periodic benefit cost                                                                            |  | $                    | 912   |   |      | $ | 1,491 |      |  | $ | 1,325 |  
|                                                                                                     |  |                      |       |   |      |   |       |      |  |   |       |  
|                                                                                                     |  |                      |      
|Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss |  |                      |       |   |      |   |       |      |  |   |       |  
|Net loss (gain)                                                                                      |  | $                    | 3,509 |   |      | $ | 480   |      |  |   |       |  
|Prior service cost (a)                                                                               |  |                      | (64   | ) |      |   | 711   |      |  |   |       |  
|                                                                                                     |  |                      |       |   |      |   |       |      |  |   |       |  
|Total recognized in other comprehensive (income) loss (b),(c)                                        |  | $                    | 3,445 |   |      | $ | 1,191 |      |  |   |       |  
|                                                                                                     |  |                      |       |   |      |   |       |      |  |   |       |  
|Total recognized in net periodic benefit cost and other comprehensive (income) loss                  |  | $                    | 4,357 |   |      | $ | 2,682 |      |  |   |       |  
|                                                                                                     |  |                      |       |   |      |   |       |      |  |   |       |  



|(a) | On July 1, 2008, the Company amended the Pension Plan to change the benefit formula for eligible participants. This change resulted in the recognition of $0.7 million of prior
service costs, which are reported as an adjustment to other comprehensive (income) loss.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | In the Consolidated Statement of Stockholders Equity (Deficit) and Comprehensive Income (Loss), the adjustments to accumulated other comprehensive income (loss) in fiscal 2008
were net of an income tax benefit of $0.5 million consisting of a $0.3 million tax benefit relating to the prior service cost and a $0.2 million tax benefit relating to the net loss.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | In the Consolidated Statement of Stockholders Equity (Deficit) and Comprehensive Income (Loss), the adjustments to accumulated other comprehensive income (loss) in fiscal 2009
were net of an income tax benefit of $1.3 million consisting of a $24,000 tax provision relating to the prior service cost and a $1.3 million tax benefit relating to the net loss.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The prior service cost for the Pension Plan and the net loss on plan assets that will be amortized from accumulated
other comprehensive income (loss) into periodic benefit cost in fiscal 2010 are $0.1 million and $0.3 million, respectively.

The assumptions used to
determine the Companys benefit obligation as of June 30, 2009 and 2008 were:



|                                        |  |      |   |  |      |  
|--------------------------------------- |  | ---- | - |  | ---- | -
|                                        |  | 2009 |   |  | 2008 |  
|Discount rate                           |  | 6.17 | % |  | 6.86 | %
|Rate of increase in compensation levels |  | 4.00 | % |  | 4.00 | %

The assumptions used to determine the Companys net periodic benefit cost for fiscal 2009, 2008 and 2007
were:



|                                            |  |      |   |  |      |   |  |      |  
|------------------------------------------- |  | ---- | - |  | ---- | - |  | ---- | -
|                                            |  | 2009 |   |  | 2008 |   |  | 2007 |  
|Discount rate                               |  | 6.86 | % |  | 6.26 | % |  | 6.48 | %
|Rate of increase in compensation levels     |  | 4.00 | % |  | 4.00 | % |  | 4.00 | %
|Expected long-term rate of return on assets |  | 7.50 | % |  | 7.50 | % |  | 7.50 | %

Assumed discount rates were determined by applying the spot rates underlying the Citigroup Pension Discount Curve
to the plans anticipated cash flows. A level rate was calculated that when compounded annually produced the same present value as the result of the spot rate calculation above, with an adjustment to reflect a provision for expenses. The
resulting adjusted level rate is the discount rate.

In developing the expected long-term rate of return assumption, management evaluated input from an
independent actuary, including their expectations of asset class return expectations and long-term inflation assumptions.

The Companys Pension Plan
assets at June 30, 2009 and 2008 by asset category are shown below.



|                  |  |       |   |  |       |  
|----------------- |  | ----- | - |  | ----- | -
|                  |  | 2009  |   |  | 2008  |  
|Asset allocation: |  |       |   |  |       |  
|Equity securities |  | 59.8  | % |  | 58.0  | %
|Debt securities   |  | 33.9  | % |  | 33.9  | %
|Real estate       |  | 6.3   | % |  | 8.1   | %
|                  |  |       |   |  |       |  
|Total             |  | 100.0 | % |  | 100.0 | %
|                  |  |       |   |  |       |  

The Company invests in a diversified portfolio to ensure that adverse or unexpected results from a security class
will not have a detrimental impact on the entire portfolio. The portfolio is diversified by asset type, performance and risk characteristics and number of investments. Asset classes and ranges considered appropriate for investment of the Pension
Plans assets are determined by the Pension Plans investment committee. The asset classes include domestic and foreign equities, emerging market equities, domestic and foreign investment grade and high-yield bonds and domestic real
estate.

The Company expects to contribute approximately $2.0 million to the plan during fiscal 2010.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Future benefit payments expected to be made from plan assets are summarized below by fiscal year (in thousands):



|                           |  |   |      
|-------------------------- |  | - | -----
|Expected benefit payments: |  |   |      
|2010                       |  | $ | 12   
|2011                       |  |   | 16   
|2012                       |  |   | 21   
|2013                       |  |   | 98   
|2014                       |  |   | 191  
|2015-2019                  |  |   | 1,764



|(15) | Earnings per Share
|---- | ------------------

Income (loss) from continuing operations per
share assuming no dilution is computed by dividing income (loss) from continuing operations by the weighted-average number of shares outstanding. Income (loss) from continuing operations per share assuming dilution is computed based on the
weighted-average number of shares outstanding after consideration of the dilutive effect of stock options and RSUs.

A reconciliation of the
weighted-average number of shares outstanding utilized in the basic and diluted income (loss) from continuing operations per share computations is as follows (in thousands, except per share amounts):



|                                                           |  |                      |        |      |   |        |  |   |        |  
|---------------------------------------------------------- |  | -------------------- | ------ | ---- | - | ------ |  | - | ------ | -
|                                                           |  | Years Ended June 30, |       
|                                                           |  | 2009                 |        | 2008 |   | 2007   | 
|Income (loss) from continuing operations                   |  | $                    | 5,945  |      | $ | 3,705  |  | $ | (2,008 | )
|                                                           |  |                      |        |      |   |        |  |   |        |  
|Average number of shares outstandingBasic                 |  |                      | 24,834 |      |   | 24,787 |  |   | 24,604 |  
|Add: Incremental shares for:                               |  |                      |        |      |   |        |  |   |        |  
|Dilutive effect of stock options                           |  |                      | 81     |      |   | 165    |  |   |       |  
|                                                           |  |                      |        |      |   |        |  |   |        |  
|Average number of shares outstandingDiluted               |  |                      | 24,915 |      |   | 24,952 |  |   | 24,604 |  
|                                                           |  |                      |        |      |   |        |  |   |        |  
|Income (loss) from continuing operations per shareBasic   |  | $                    | 0.24   |      | $ | 0.15   |  | $ | (0.08  | )
|                                                           |  |                      |        |      |   |        |  |   |        |  
|Income (loss) from continuing operations per shareDiluted |  | $                    | 0.24   |      | $ | 0.15   |  | $ | (0.08  | )
|                                                           |  |                      |        |      |   |        |  |   |        |  

For the fiscal years ended June 30, 2009 and June 30, 2008, 0.1 million and 0.4 million shares
of common stock underlying stock options, respectively, were excluded from consideration for the earnings per share computation because such options had exercise prices in excess of the average market price of the Companys common stock during
the respective period and, therefore would have had an antidilutive effect. For the fiscal year ended June 30, 2007, no shares of common stock underlying stock options were included in the computation of income per share assuming dilution
because there was a loss from continuing operations.



|(16) | Commitments and Contingencies
|---- | -----------------------------

Performance Bonds

Certain counties, municipalities, and fire districts require the Company to provide a performance bond or other assurance of financial or performance responsibility.
The Company may also be required by law to post a performance bond as a prerequisite to obtaining and maintaining a license to operate. As a result, the Company has performance bonds that are renewable annually. The Company had $9.9 million of
performance bonds outstanding as of June 30, 2009.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Operating Leases

The Company leases various facilities and equipment under operating lease agreements. Rental expense charged to continuing operations under these leases (including leases with terms of less than one year) was $15.7 million, $14.1 million
and $12.7 million in fiscal 2009, 2008 and 2007, respectively.

Minimum rental commitments under non-cancelable operating leases for each of the years
ending June 30 are as follows (in thousands):



|           |  |   |       
|---------- |  | - | ------
|2010       |  | $ | 12,546
|2011       |  |   | 10,118
|2012       |  |   | 8,544 
|2013       |  |   | 7,680 
|2014       |  |   | 6,708 
|Thereafter |  |   | 13,205
|           |  |   |       
|           |  | $ | 58,801
|           |  |   |       

Indemnifications

The Company is a party to a variety of agreements entered into in the ordinary course of business pursuant to which it may be obligated to indemnify other parties for certain liabilities that arise out of or relate to the subject matter of
the agreements. Some of the agreements entered into by the Company require it to indemnify other parties against losses due to property damage including environmental contamination, personal injury, failure to comply with applicable laws, the
Companys negligence or willful misconduct, or breach of representations and warranties and covenants.

Additionally, some of the Companys
customer agreements require the Company to provide certain assurances related to the performance of its services. Such assurances, from time to time, obligate the Company to (i) pay penalties for failure to meet response times or other
requirements, (ii) lease, sell or assign equipment or facilities (either temporarily or permanently) in the event of uncured material defaults or other certain circumstances, or (iii) provide performance bonds or letters of credit issued
in favor of the customer to cover costs resulting, under certain circumstances, from an uncured material default. With respect to such performance bonds, the Company is also required to indemnify the surety company for losses paid as a result of any
claims made against such bonds.

The Company and its subsidiaries provide for indemnification of directors, officers and other persons in accordance with
limited liability agreements, certificates of incorporation, by-laws, articles of association or similar organizational documents, as the case may be. In addition, the Company has entered into indemnification agreements with its directors and
certain officers of the Company. The Company maintains directors and officers insurance, which should enable it to recover a portion of any future amounts paid.

In addition to the above, from time to time the Company provides standard representations and warranties to counterparties in contracts in connection with sales of its securities and the engagement of financial
advisors, and also provides indemnities that protect the counterparties to these contracts in the event they suffer damages as a result of a breach of such representations and warranties, or in certain other circumstances relating to the sale of
securities or their engagement by the Company.

While the Companys future obligations under certain agreements may contain limitations on liability
for indemnification, other agreements do not contain such limitations, and under such agreements it is not possible to



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predict the maximum potential amount of future payments due to the conditional nature of the Companys obligations and the unique facts and
circumstances involved in each particular agreement. Historically, payments made by the Company under any of these indemnities have not had a material effect on the Companys business, financial condition, results of operations or cash flows.
Additionally, the Company does not believe that any amounts that it may be required to pay under these indemnities in the future will be material to the Companys business, financial condition, results of operations or cash flows.

Legal Proceedings

From time to time, the Company is a party to,
or otherwise involved in, lawsuits, claims, proceedings, investigations and other legal matters that have arisen in the ordinary course of conducting its business. The Company cannot predict with certainty the ultimate outcome of any of these
lawsuits, claims, proceedings, investigations and other legal matters which it is a party to, or otherwise involved in, due to, among other things, the inherent uncertainties of litigation, government investigations and proceedings and legal matters
in general. The Company is also subject to requests and subpoenas for information in independent investigations. An unfavorable outcome in any of the lawsuits pending against the Company or in a government investigation or proceeding, could result
in substantial potential liabilities and have a material adverse effect on the Companys business, financial condition, results of operations and cash flows. Further, these proceedings and investigations, and the Companys actions in
response to them, could result in substantial potential liabilities, additional defense and other costs, increase the Companys indemnification obligations, divert managements attention, and/or adversely affect the Companys ability
to execute its business and financial strategies.

The Company is subject to numerous laws and regulations of federal, state and local governments. These
laws and regulations include, but are not limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services and Medicare and Medicaid fraud and abuse. Within the
healthcare industry, government investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers is ongoing. From time to time, the Company is subject to investigations relating to
Medicare and Medicaid laws pertaining to its industry. The Company cooperates fully with the government agencies that conduct these investigations. Violations of these laws and regulations could result in exclusion from government healthcare
programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Under the Companys existing compliance program, the Company initiates its own investigations
and conducts audits to examine compliance with various policies and regulations. Internal investigations or audits may result in significant repayment obligations for patient services previously billed. The Company believes that it is substantially
in compliance with fraud and abuse statutes and their applicable governmental interpretation.

The Company is cooperating with an investigation by the U.S.
government regarding the Companys operations in the State of Ohio in connection with allegations of certain billing inaccuracies. Specifically, the government alleges that certain services performed between 1997 and 2001 did not meet Medicare
medical necessity and reimbursement requirements. The government has examined sample records for each of the years stated above. The Company disagrees with the allegations and believes that there are errors in the sampling methodology performed by
the government. Although the Company continues to disagree with the governments allegations, the Company is engaged in settlement negotiations with the government and has made a counteroffer of $2.4 million in exchange for a full release
relating to the governments allegations. During fiscal 2009, the Company recorded charges of $0.8 million to continuing operations and $0.4 million to discontinued operations, as a portion of this matter relates to the Companys
discontinued operation in Marion, Ohio. Although there can be no assurances that a settlement agreement will be reached, any such settlement agreement would likely require the Company to make a substantial payment to the government and may require
the Company to enter into a



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Corporate Integrity Agreement or similar arrangement. If a settlement is not reached, the government has indicated that it will pursue further civil action.
At this time it is not possible to predict the ultimate conclusion of this investigation.

In fiscal 2007, the Company negotiated a settlement in
connection with the U.S. government investigation into alleged discounts made in violation of the federal Anti-Kickback Statute related to the Companys discontinued operations in the State of Texas. Specifically, that certain of the
Companys contracts with medical facilities in effect in Texas prior to 2002 contained discounts in violation of the federal Anti-Kickback Statute. In connection with the settlement of the matter, the Company entered into a Corporate Integrity
Agreement (CIA), which is effective for a period of five years, beginning April 18, 2007. Pursuant to the CIA, the Company is required to maintain a compliance program that includes, among other things, the appointment of a
compliance officer and committee; the training of employees nationwide; enhancing procedures relating to certain of our contracting processes, including tracking contractual arrangements; review by an independent review organization; and reporting
of certain reportable events.

These requirements are currently a part of the Companys ongoing compliance program. Although this matter has been
settled, there can be no assurances that other investigations or legal action related to these or similar matters will not be pursued against the Company in other jurisdictions or for different time frames.

The Company appealed a determination made by a Medicare intermediary that certain claims for services provided in the Companys Tennessee market were not
reimbursable. Following an appeal and subsequent recalculation by the Medicare intermediary during fiscal 2008, the Company repaid $1.7 million to the Medicare intermediary in order to satisfy these overpayments.

The U.S. government reviewed reimbursement levels for certain patients in the Companys Washington D.C. operations, which were discontinued during fiscal 2004.
Specifically, the government alleged that certain services were not reimbursed at the appropriate level of service based on documentation reviewed by the U.S. government. Although the Company denies any liability with respect to the claims, the
Company settled the matter with the U.S. government in June 2008 pursuant to which the Company paid $1.0 million in five installments ending December 30, 2008.

The Company believes that reserves established for specific contingencies of $2.4 million and $1.9 million as of June 30, 2009 and 2008, respectively, are adequate based on information currently available. The
specific contingencies at June 30, 2009 primarily include the Ohio matter discussed above. The specific contingencies at June 30, 2008 primarily include $1.3 million for the Ohio matter discussed above and $0.6 million for the Washington
D.C. matter discussed above. During fiscal 2008, the Company made full payment on the remaining $1.4 million Texas obligation and the $0.6 million associated with the level of service review. In addition, during fiscal 2008, the Company made a $0.3
million payment on the Washington D.C. matter.



|(17) | Fair Value Measurements
|---- | -----------------------

Fair value measurements are classified
under the following hierarchy:



| |  |  | Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | Level 2: Observable inputs other than quoted prices substantiated by market data and observable, either directly or indirectly for the asset or liability. This
includes quoted prices for similar assets or liabilities in active markets.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



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The carrying values of cash, accounts receivable, accounts payable, accrued liabilities and other liabilities
approximate the related fair values due to the short-term maturities of these assets and liabilities.

The fair value of the Senior Subordinated Notes and
the Senior Discount Notes were determined by reported market transaction prices closest to June 30, 2009 and 2008 (Level 2). The fair value of the Term Loan B as of June 30, 2009 and 2008 was based on the quoted market ask price for the
loan (Level 2).

The following is a comparison of the fair value and recorded value of the Companys long-term debt (in thousands):



|                                                |  |                |         |               |   |            |  |               |         |  |   |        
|----------------------------------------------- |  | -------------- | ------- | ------------- | - | ---------- |  | ------------- | ------- |  | - | -------
|                                                |  | As of June 30,
|                                                |  | 2009           |         | 2008         
|                                                |  | Fair Value     |         | RecordedValue |   | Fair Value |  | RecordedValue
|Senior Secured Term Loan B due March 2011       |  | $              | 64,680  |               | $ | 66,000     |  | $             | 75,270  |  | $ | 78,000 
|9.875% Senior Subordinated Notes due March 2015 |  |                | 111,250 |               |   | 125,000    |  |               | 114,375 |  |   | 125,000
|12.75% Senior Discount Notes due March 2016     |  |                | 61,726  |               |   | 85,731     |  |               | 64,515  |  |   | 75,763 



|(18) | Segment Reporting
|---- | -----------------

The Company has four regional reporting segments
that correspond with the manner in which the associated operations are managed and evaluated by its chief operating decision maker. Although some of the Companys operations do not align with the segments geographic designation, all
operations have been structured to capitalize on managements strengths. These segments comprise operations within the following areas:



|             |  |                                                                                                                                                                    
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Segment      |  | States                                                                                                                                                             
|Mid-Atlantic |  | New York, Northern Ohio                                                                                                                                            
|             | 
|South        |  | Alabama, Florida (fire), Georgia, Indiana, Kentucky, Louisiana, Mississippi, Missouri, New Jersey, North Dakota, Oregon (fire), Southern Ohio, Tennessee, Wisconsin
|             | 
|Southwest    |  | Arizona                                                                                                                                                            
|             | 
|West         |  | California, Central Florida (ambulance), Colorado, Nebraska, Oregon (ambulance), South Dakota, Utah, Washington                                                    

Each reporting segment provides ambulance services while the Companys fire and other services are in the
South and Southwest segments. During fiscal 2009, the Company determined that certain characteristics of its Oregon fire operation were more similar to the characteristics of operations residing in its South segment. Accordingly, the Company
reorganized its operating segments and the Companys Oregon fire operation, which was formerly included in the Southwest segment is now included in the South segment. As a result of this change, prior period segment information related to the
Companys Oregon fire operation has been reclassified from the Southwest segment to the South segment to conform to fiscal 2009 segment designations.

The accounting policies used in the preparation of the Companys consolidated financial statements have also been followed in the preparation of the accompanying financial information for each reporting segment. For management
purposes, the Companys measure of segment profitability is defined as income from continuing operations before depreciation and amortization, including goodwill impairment, interest expense (income), income taxes and minority interests.
Additionally, corporate overhead allocations have been included within segment profits. Segment results presented below reflect continuing operations only. Segment asset information is not used by the Companys chief operating decision maker in
assessing segment performance.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following table summarizes segment information for fiscal 2009, 2008 and 2007:



|                                      |  |              |        |       |   |           |  |      |         |       |   |         |  |   |        
|------------------------------------- |  | ------------ | ------ | ----- | - | --------- |  | ---- | ------- | ----- | - | ------- |  | - | -------
|                                      |  | Mid-Atlantic |        | South |   | Southwest |  | West |         | Total
|Year ended June 30, 2009              |  |              |        |       |   |           |  |      |         |       |   |         |  |   |        
|Net revenues from external customers; |  |              |        |       |   |           |  |      |         |       |   |         |  |   |        
|Ambulance services                    |  | $            | 82,515 |       | $ | 104,375   |  | $    | 130,983 |       | $ | 105,488 |  | $ | 423,361
|Other services (1)                    |  |              | 3,896  |       |   | 29,261    |  |      | 40,905  |       |   | 1,385   |  |   | 75,447 
|                                      |  |              |        |       |   |           |  |      |         |       |   |         |  |   |        
|Total net revenue                     |  | $            | 86,411 |       | $ | 133,636   |  | $    | 171,888 |       | $ | 106,873 |  | $ | 498,808
|                                      |  |              |        |       |   |           |  |      |         |       |   |         |  |   |        
|Segment profit                        |  | $            | 19,297 |       | $ | 11,552    |  | $    | 24,070  |       | $ | 5,169   |  | $ | 60,088 
|Year ended June 30, 2008              |  |              |        |       |   |           |  |      |         |       |   |         |  |   |        
|Net revenues from external customers; |  |              |        |       |   |           |  |      |         |       |   |         |  |   |        
|Ambulance services                    |  | $            | 79,592 |       | $ | 91,500    |  | $    | 133,506 |       | $ | 103,828 |  | $ | 408,426
|Other services (1)                    |  |              | 3,837  |       |   | 27,761    |  |      | 40,794  |       |   | 1,349   |  |   | 73,741 
|                                      |  |              |        |       |   |           |  |      |         |       |   |         |  |   |        
|Total net revenue                     |  | $            | 83,429 |       | $ | 119,261   |  | $    | 174,300 |       | $ | 105,177 |  | $ | 482,167
|                                      |  |              |        |       |   |           |  |      |         |       |   |         |  |   |        
|Segment profit                        |  | $            | 16,391 |       | $ | 10,964    |  | $    | 22,308  |       | $ | 3,621   |  | $ | 53,284 
|Year ended June 30, 2007              |  |              |        |       |   |           |  |      |         |       |   |         |  |   |        
|Net revenues from external customers; |  |              |        |       |   |           |  |      |         |       |   |         |  |   |        
|Ambulance services                    |  | $            | 78,494 |       | $ | 80,057    |  | $    | 123,409 |       | $ | 97,114  |  | $ | 379,074
|Other services (1)                    |  |              | 3,746  |       |   | 25,818    |  |      | 36,417  |       |   | 1,009   |  |   | 66,990 
|                                      |  |              |        |       |   |           |  |      |         |       |   |         |  |   |        
|Total net revenue                     |  | $            | 82,240 |       | $ | 105,875   |  | $    | 159,826 |       | $ | 98,123  |  | $ | 446,064
|                                      |  |              |        |       |   |           |  |      |         |       |   |         |  |   |        
|Segment profit                        |  | $            | 14,045 |       | $ | 10,681    |  | $    | 13,460  |       | $ | 4,880   |  | $ | 43,066 



|(1) | Other services consists of revenue generated from fire protection services; including master fire contract and subscription fire services, airport fire and rescue, home health care
services, dispatch contracts, billing contracts and other miscellaneous forms of revenue.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following is a reconciliation of segment
profit to income from continuing operations before income taxes and minority interest (in thousands):



|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|--------------------------------------------------------------------------- |  | -------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                            |  | Years Ended June 30, |        
|                                                                            |  | 2009                 |         |   | 2008 |   |         | 2007 | 
|Segment profit                                                              |  | $                    | 60,088  |   |      | $ | 53,284  |      |  | $ | 43,066  |  
|Depreciation and amortization                                               |  |                      | (14,588 | ) |      |   | (12,736 | )    |  |   | (11,470 | )
|Interest expense                                                            |  |                      | (30,843 | ) |      |   | (31,731 | )    |  |   | (31,517 | )
|Interest income                                                             |  |                      | 324     |   |      |   | 374     |      |  |   | 517     |  
|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  
|Income from continuing operations before income taxes and minority interest |  | $                    | 14,981  |   |      | $ | 9,191   |      |  | $ | 596     |  
|                                                                            |  |                      |         |   |      |   |         |      |  |   |         |  



|(19) | Discontinued Operations
|---- | -----------------------

During fiscal 2009, the Company made the
decision to exit three ambulance services markets in Roswell, New Mexico and Marion and Columbus, Ohio. Because the operations in these markets are considered separate components of the Company as defined by GAAP, their results of operations are
reported within income from discontinued operations in the consolidated statements of operations for fiscal 2009, 2008 and 2007. Although the decision to exit these markets occurred in fiscal 2009, the consolidated statements of operations for
fiscal 2008 and 2007 have been recast to reflect these operations as discontinued.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In addition to the recurring revenues and expenses associated with operations classified as discontinued, the Company
recognized certain non-recurring pre-tax gains and losses during fiscal 2009, 2008 and 2007 as described below.



| |  |  | As discussed in Note 2, during fiscal 2009, the Company recognized gains of $0.6 million on the sale of certain previously written-off self pay accounts receivables
of which $17,000 was included within income (loss) from discontinued operations for fiscal 2009.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As discussed in Note 2, during fiscal 2008, the Company recognized gains of $2.1 million on the sale of certain previously written-off self pay accounts receivables
of which $0.3 million was included within income (loss) from discontinued operations for fiscal 2008. The gains associated with discontinued operations were allocated to the Companys Mid-Atlantic, South, Southwest and West segments and were
$14,000, $186,000, $31,000 and $86,000, respectively.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During fiscal 2008, the Company recorded an additional reserve in the amount of $0.7 million for a change in estimate relating to the U.S. governments review
of reimbursement levels for certain patients in the Companys Washington D.C. operations, which were discontinued during fiscal 2004. The impact of this additional reserve is included in the Mid-Atlantic segments loss from discontinued
operations for fiscal 2008. The total reserve for this issue was $0.6 million at June 30, 2008.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During fiscal 2008, the Company recognized $0.6 million of revenue upon the termination of its contract in Queen Creek, Arizona, effective January 1, 2008.
This gain is recorded in the Southwest segments income from discontinued operations for fiscal 2008.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During fiscal 2007, the Company recorded a $0.7 million goodwill impairment charge as a result of the discontinuation of all ambulance services in Milton, Florida
effective July 31, 2007. This charge is recorded in the South segments income from discontinued operations for fiscal 2007.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                           |  |                      |       |   |      |   |       |      |  |   |        |  
|------------------------------------------ |  | -------------------- | ----- | - | ---- | - | ----- | ---- |  | - | ------ | -
|                                           |  | Years Ended June 30, |      
|                                           |  | 2009                 |       |   | 2008 |   |       | 2007 | 
|Net revenue:                               |  |                      |       |   |      |   |       |      |  |   |        |  
|Mid-Atlantic                               |  | $                    | 1,640 |   |      | $ | 3,825 |      |  | $ | 3,889  |  
|South                                      |  |                      | 53    |   |      |   | 1,396 |      |  |   | 5,671  |  
|Southwest                                  |  |                      | 166   |   |      |   | 3,994 |      |  |   | 11,983 |  
|West                                       |  |                      | 3     |   |      |   | 94    |      |  |   |       |  
|                                           |  |                      |       |   |      |   |       |      |  |   |        |  
|Net revenue from discontinued operations   |  | $                    | 1,862 |   |      | $ | 9,309 |      |  | $ | 21,543 |  
|                                           |  |                      |       |   |      |   |       |      |  |   |        |  
|                                           | 
|                                           |  | Years Ended June 30, |      
|                                           |  | 2009                 |       |   | 2008 |   |       | 2007 | 
|Income (loss):                             |  |                      |       |   |      |   |       |      |  |   |        |  
|Mid-Atlantic                               |  | $                    | (735  | ) |      | $ | (9    | )    |  | $ | 25     |  
|South                                      |  |                      | (36   | ) |      |   | (220  | )    |  |   | 85     |  
|Southwest                                  |  |                      | (149  | ) |      |   | 510   |      |  |   | 897    |  
|West                                       |  |                      | 1     |   |      |   | 111   |      |  |   | (8     | )
|                                           |  |                      |       |   |      |   |       |      |  |   |        |  
|Income (loss) from discontinued operations |  | $                    | (919  | ) |      | $ | 392   |      |  | $ | 999    |  
|                                           |  |                      |       |   |      |   |       |      |  |   |        |  

Income from discontinued operations is presented net of income tax provision/(benefit) of ($0.5) million, $0.2
million and $0.5 million for fiscal 2009, 2008 and 2007, respectively.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|(20) | Variable Interest Entities
|---- | --------------------------

GAAP requires a company to consolidate
in its financial statements the assets, liabilities and activities of a variable interest entity (VIE). GAAP provides guidance as to the definition of a VIE and requires that such VIEs be consolidated if the interest in the entity has
certain characteristics including: voting rights not proportional to ownership and the right to receive the majority of expected residual returns or the requirement to absorb a majority of the expected losses. Additionally, the party exposed to the
majority of the risks and rewards is the entitys primary beneficiary, and the primary beneficiary must consolidate the entity.

In 2003, the Company
determined that its investment in San Diego Medical Services Enterprise, LLC (SDSME), the entity formed with respect to our public/private alliance with the City of San Diego, meets the definition of a VIE and that the Company is the
primary beneficiary. The determination was made because:



| |  |  | The Company is entitled to a 50% interest in the profits and losses of SDSME based on ownership percentage, but is only entitled to a 40% interest in voting;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | SDSME operates as the emergency services provider to the City of San Diego and certain surrounding areas. The Company provides emergency services personnel as well
as administrative functions such as billing, purchasing and accounting to SDSME. Therefore substantially all of SDSMEs activities involve the Company; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | If cumulative losses exceed a determined threshold, the Company must absorb 100% of losses above that threshold.
| | - |  | ----------------------------------------------------------------------------------------------------------------

Accordingly, the Companys investment in SDMSE must be consolidated under GAAP. The Company began consolidating SDSME during the fiscal year ended June 30,
2003 based on its analysis and restated prior periods as allowed under GAAP.

The Company believes, based on the historical financial performance of SDSME,
that the probability is remote that SDSMEs losses will exceed the cumulative threshold and require the Company to absorb 100% of the additional losses.

The assets held by SDSME are generally not available for use by the Company. SDSMEs operations are financed from cash flows from operations.

Under GAAP, the Company must reassess the VIE status if there are changes in the entitys capital structure and/or in its activities or assets. The status of SDSME as a VIE has not changed since the Companys fiscal 2003 analysis.



|(21) | Condensed Consolidating Financial Information
|---- | ---------------------------------------------

The Companys
Senior Subordinated Notes are unsecured senior subordinated obligations of the Senior Subordinated Notes Issuers and are fully and unconditionally guaranteed on a joint and several basis by Rural/Metro Corporation (which is referred to singularly as
Parent within the following condensed consolidating financial information) and substantially all of the current and future subsidiaries of Rural/Metro LLC, excluding Rural/Metro Inc. (the Senior Subordinated Note Guarantors).

The Company does not believe that the separate financial statements and related footnote disclosures concerning the Senior Subordinated Notes Guarantors would provide
any additional information that would be material to investors making an investment decision. Condensed consolidating financial information for the Parent, the Senior Subordinated Notes Issuers, the Senior Secured Note Guarantors and the
Companys remaining subsidiary (the Non-Guarantor) is presented in the following tables. The Non-Guarantor consists of the Companys joint venture with the City of San Diego, SDSME, which is consolidated in accordance with
GAAP. Certain financial information relating to prior years has been reclassified to conform to the current year presentation, including reclassifications related to discontinued operations.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

CONDENSED
CONSOLIDATING BALANCE SHEET

AS OF JUNE 30, 2009

(in thousands)



|                                                                  |  |                |         |                 |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|----------------------------------------------------------------- |  | -------------- | ------- | --------------- | -------------------------------- | - | --------------------------------- |  | - | ------------- |  | - | ------------ | - |  | --------------------------- | ------ | ------------ |  | - | ---------------------------------- | - |  | - | ------- |  | - | ------- | - |  | - | -------
|                                                                  |  | Parent         |         |                 | Senior SubordinatedNotes Issuers |   | SeniorSubordinatedNotesGuarantors |  |   | Non-Guarantor |  |   | Eliminations |   |  | Rural/MetroLLCConsolidated |        | Eliminations |  |   | Rural/MetroCorporationConsolidated
|                                                                  |  | Rural/MetroLLC |         | Rural/MetroInc. |                                  |   |                                   |  |   |              
|ASSETS                                                            |  |                |         |                 |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Current assets:                                                   |  |                |         |                 |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Cash and cash equivalents                                         |  | $              |        |                 |                                  | $ |                                  |  | $ |              |  | $ | 35,434       |   |  | $                           | 1,674  |              |  | $ |                                   |   |  | $ | 37,108  |  | $ |        |   |  | $ | 37,108 
|Accounts receivable, net                                          |  |                |        |                 |                                  |   |                                  |  |   |              |  |   | 57,116       |   |  |                             | 7,239  |              |  |   |                                   |   |  |   | 64,355  |  |   |        |   |  |   | 64,355 
|Inventories                                                       |  |                |        |                 |                                  |   |                                  |  |   |              |  |   | 8,535        |   |  |                             |       |              |  |   |                                   |   |  |   | 8,535   |  |   |        |   |  |   | 8,535  
|Deferred income taxes                                             |  |                |        |                 |                                  |   |                                  |  |   |              |  |   | 25,032       |   |  |                             |       |              |  |   |                                   |   |  |   | 25,032  |  |   |        |   |  |   | 25,032 
|Prepaid expenses and other                                        |  |                |        |                 |                                  |   |                                  |  |   |              |  |   | 19,895       |   |  |                             |       |              |  |   |                                   |   |  |   | 19,895  |  |   |        |   |  |   | 19,895 
|                                                                  |  |                |         |                 |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Total current assets                                              |  |                |        |                 |                                  |   |                                  |  |   |              |  |   | 146,012      |   |  |                             | 8,913  |              |  |   |                                   |   |  |   | 154,925 |  |   |        |   |  |   | 154,925
|Property and equipment, net                                       |  |                |        |                 |                                  |   |                                  |  |   |              |  |   | 48,896       |   |  |                             | 200    |              |  |   |                                   |   |  |   | 49,096  |  |   |        |   |  |   | 49,096 
|Goodwill                                                          |  |                |        |                 |                                  |   |                                  |  |   |              |  |   | 37,700       |   |  |                             |       |              |  |   |                                   |   |  |   | 37,700  |  |   |        |   |  |   | 37,700 
|Deferred income taxes                                             |  |                |        |                 |                                  |   |                                  |  |   |              |  |   | 41,678       |   |  |                             |       |              |  |   |                                   |   |  |   | 41,678  |  |   |        |   |  |   | 41,678 
|Insurance deposits                                                |  |                |        |                 |                                  |   |                                  |  |   |              |  |   | 716          |   |  |                             |       |              |  |   |                                   |   |  |   | 716     |  |   |        |   |  |   | 716    
|Other assets                                                      |  |                | 1,313   |                 |                                  |   | 4,617                             |  |   |              |  |   | 4,910        |   |  |                             |       |              |  |   |                                   |   |  |   | 9,527   |  |   |        |   |  |   | 10,840 
|Due from (to) affiliates (1)                                      |  |                |        |                 |                                  |   | 40,195                            |  |   | 125,000       |  |   | (36,423      | ) |  |                             | (3,772 | )            |  |   | (125,000                           | ) |  |   |        |  |   |        |   |  |   |       
|Due from (to) Parent Company                                      |  |                | (57,471 | )               |                                  |   | 57,471                            |  |   |              |  |   |             |   |  |                             |       |              |  |   |                                   |   |  |   | 57,471  |  |   |        |   |  |   |       
|LLC investment in subsidiaries                                    |  |                |        |                 |                                  |   | 128,350                           |  |   |              |  |   |             |   |  |                             |       |              |  |   | (128,350                           | ) |  |   |        |  |   |        |   |  |   |       
|Parent Company investment in LLC                                  |  |                | 35,157  |                 |                                  |   |                                  |  |   |              |  |   |             |   |  |                             |       |              |  |   |                                   |   |  |   |        |  |   | (35,157 | ) |  |   |       
|                                                                  |  |                |         |                 |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Total assets                                                      |  | $              | (21,001 | )               |                                  | $ | 230,633                           |  | $ | 125,000       |  | $ | 243,489      |   |  | $                           | 5,341  |              |  | $ | (253,350                           | ) |  | $ | 351,113 |  | $ | (35,157 | ) |  | $ | 294,955
|                                                                  |  |                |         |                 |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS EQUITY (DEFICIT) |  |                |         |                 |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Current liabilities:                                              |  |                |         |                 |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Accounts payable                                                  |  | $              |        |                 |                                  | $ |                                  |  | $ |              |  | $ | 13,567       |   |  | $                           | 1,316  |              |  | $ |                                   |   |  | $ | 14,883  |  | $ |        |   |  | $ | 14,883 
|Accrued liabilities                                               |  |                |        |                 |                                  |   | 4,476                             |  |   |              |  |   | 52,744       |   |  |                             | 368    |              |  |   |                                   |   |  |   | 57,588  |  |   |        |   |  |   | 57,588 
|Deferred revenue                                                  |  |                |        |                 |                                  |   |                                  |  |   |              |  |   | 21,576       |   |  |                             | 9      |              |  |   |                                   |   |  |   | 21,585  |  |   |        |   |  |   | 21,585 
|Current portion of long-term debt                                 |  |                |        |                 |                                  |   |                                  |  |   |              |  |   | 199          |   |  |                             |       |              |  |   |                                   |   |  |   | 199     |  |   |        |   |  |   | 199    
|                                                                  |  |                |         |                 |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Total current liabilities                                         |  |                |        |                 |                                  |   | 4,476                             |  |   |              |  |   | 88,086       |   |  |                             | 1,693  |              |  |   |                                   |   |  |   | 94,255  |  |   |        |   |  |   | 94,255 
|                                                                  |  |                |         |                 |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Long-term debt, net of current portion (1)                        |  |                | 85,731  |                 |                                  |   | 191,000                           |  |   | 125,000       |  |   | 379          |   |  |                             |       |              |  |   | (125,000                           | ) |  |   | 191,379 |  |   |        |   |  |   | 277,110
|Other liabilities                                                 |  |                |        |                 |                                  |   |                                  |  |   |              |  |   | 28,497       |   |  |                             |       |              |  |   |                                   |   |  |   | 28,497  |  |   |        |   |  |   | 28,497 
|                                                                  |  |                |         |                 |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Total liabilities                                                 |  |                | 85,731  |                 |                                  |   | 195,476                           |  |   | 125,000       |  |   | 116,962      |   |  |                             | 1,693  |              |  |   | (125,000                           | ) |  |   | 314,131 |  |   |        |   |  |   | 399,862
|                                                                  |  |                |         |                 |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Minority interest                                                 |  |                |        |                 |                                  |   |                                  |  |   |              |  |   |             |   |  |                             |       |              |  |   | 1,825                              |   |  |   | 1,825   |  |   |        |   |  |   | 1,825  
|                                                                  |  |                |         |                 |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        



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RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

CONDENSED
CONSOLIDATING BALANCE SHEET(Continued)

AS OF JUNE 30, 2009

(in thousands)



|                                                                        |  |                |          |                 |                                  |   |                                   |  |               |         |              |   |         |                             |   |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |          |  
|----------------------------------------------------------------------- |  | -------------- | -------- | --------------- | -------------------------------- | - | --------------------------------- |  | ------------- | ------- | ------------ | - | ------- | --------------------------- | - | ------------ |  | - | ---------------------------------- | - |  | - | ------- |  | - | ------- | - |  | - | -------- | -
|                                                                        |  | Parent         |          |                 | Senior SubordinatedNotes Issuers |   | SeniorSubordinatedNotesGuarantors |  | Non-Guarantor |         | Eliminations |   |         | Rural/MetroLLCConsolidated |   | Eliminations |  |   | Rural/MetroCorporationConsolidated |  
|                                                                        |  | Rural/MetroLLC |          | Rural/MetroInc. |                                  |   |                                   |  |               |        
|Stockholders equity (deficit):                                         |  |                |          |                 |                                  |   |                                   |  |               |         |              |   |         |                             |   |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |          |  
|Common stock                                                            |  |                | 248      |                 |                                  |   |                                  |  |               |        |              |   | 90      |                             |   |             |  |   | (90                                | ) |  |   |        |  |   |        |   |  |   | 248      |  
|Additional paid-in capital                                              |  |                | 155,187  |                 |                                  |   |                                  |  |               |        |              |   | 74,770  |                             |   | 20           |  |   | (74,790                            | ) |  |   |        |  |   |        |   |  |   | 155,187  |  
|Treasury stock                                                          |  |                | (1,239   | )               |                                  |   |                                  |  |               |        |              |   |        |                             |   |             |  |   |                                   |   |  |   |        |  |   |        |   |  |   | (1,239   | )
|Accumulated other comprehensive income (loss)                           |  |                | (2,597   | )               |                                  |   |                                  |  |               |        |              |   |        |                             |   |             |  |   |                                   |   |  |   |        |  |   |        |   |  |   | (2,597   | )
|Accumulated deficit                                                     |  |                | (258,331 | )               |                                  |   |                                  |  |               |        |              |   | 51,667  |                             |   | 3,628        |  |   | (55,295                            | ) |  |   |        |  |   |        |   |  |   | (258,331 | )
|Member equity                                                           |  |                |         |                 |                                  |   | 35,157                            |  |               |        |              |   |        |                             |   |             |  |   |                                   |   |  |   | 35,157  |  |   | (35,157 | ) |  |   |         |  
|                                                                        |  |                |          |                 |                                  |   |                                   |  |               |         |              |   |         |                             |   |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |          |  
|Total stockholders equity (deficit)                                    |  |                | (106,732 | )               |                                  |   | 35,157                            |  |               |        |              |   | 126,527 |                             |   | 3,648        |  |   | (130,175                           | ) |  |   | 35,157  |  |   | (35,157 | ) |  |   | (106,732 | )
|                                                                        |  |                |          |                 |                                  |   |                                   |  |               |         |              |   |         |                             |   |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |          |  
|Total liabilities, minority interest and stockholders equity (deficit) |  | $              | (21,001  | )               |                                  | $ | 230,633                           |  | $             | 125,000 |              | $ | 243,489 |                             | $ | 5,341        |  | $ | (253,350                           | ) |  | $ | 351,113 |  | $ | (35,157 | ) |  | $ | 294,955  |  
|                                                                        |  |                |          |                 |                                  |   |                                   |  |               |         |              |   |         |                             |   |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |          |  



Note: The sole purpose of Rural/Metro Inc. was to act as co-issuer of the Senior Subordinated Notes. Rural/Metro Inc. does not conduct any operations. The Balance Sheet for Rural/Metro Inc. at June 30, 2009 consists of equity and due
to affiliates totaling an amount equal to $100.



|(1) | Senior Subordinated Notes interest expense has been allocated to Rural/Metro LLC only.
|--- | --------------------------------------------------------------------------------------



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RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

CONDENSED
CONSOLIDATING BALANCE SHEET

AS OF JUNE 30, 2008

(in thousands)



|                                                                  |  |        |         |   |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|----------------------------------------------------------------- |  | ------ | ------- | - | -------------------------------- | - | --------------------------------- |  | - | ------------- |  | - | ------------ | - |  | --------------------------- | ------ | ------------ |  | - | ---------------------------------- | - |  | - | ------- |  | - | ------- | - |  | - | -------
|                                                                  |  |        |         |   | Senior SubordinatedNotes Issuers |   | SeniorSubordinatedNotesGuarantors |  |   | Non-Guarantor |  |   | Eliminations |   |  | Rural/MetroLLCConsolidated |        | Eliminations |  |   | Rural/MetroCorporationConsolidated
|                                                                  |  | Parent |         |   | Rural/MetroLLC                   |   | Rural/MetroInc.                   |  |   |               |  |   |             
|ASSETS                                                            |  |        |         |   |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Current assets:                                                   |  |        |         |   |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Cash and cash equivalents                                         |  | $      |        |   |                                  | $ |                                  |  | $ |              |  | $ | 15,154       |   |  | $                           | 753    |              |  | $ |                                   |   |  | $ | 15,907  |  | $ |        |   |  | $ | 15,907 
|Accounts receivable, net                                          |  |        |        |   |                                  |   |                                  |  |   |              |  |   | 68,284       |   |  |                             | 7,847  |              |  |   |                                   |   |  |   | 76,131  |  |   |        |   |  |   | 76,131 
|Inventories                                                       |  |        |        |   |                                  |   |                                  |  |   |              |  |   | 8,456        |   |  |                             |       |              |  |   |                                   |   |  |   | 8,456   |  |   |        |   |  |   | 8,456  
|Deferred income taxes                                             |  |        |        |   |                                  |   |                                  |  |   |              |  |   | 22,263       |   |  |                             |       |              |  |   |                                   |   |  |   | 22,263  |  |   |        |   |  |   | 22,263 
|Prepaid expenses and other                                        |  |        |        |   |                                  |   | 4                                 |  |   |              |  |   | 18,942       |   |  |                             |       |              |  |   |                                   |   |  |   | 18,946  |  |   |        |   |  |   | 18,946 
|                                                                  |  |        |         |   |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Total current assets                                              |  |        |        |   |                                  |   | 4                                 |  |   |              |  |   | 133,099      |   |  |                             | 8,600  |              |  |   |                                   |   |  |   | 141,703 |  |   |        |   |  |   | 141,703
|Property and equipment, net                                       |  |        |        |   |                                  |   |                                  |  |   |              |  |   | 46,737       |   |  |                             | 201    |              |  |   |                                   |   |  |   | 46,938  |  |   |        |   |  |   | 46,938 
|Goodwill                                                          |  |        |        |   |                                  |   |                                  |  |   |              |  |   | 37,700       |   |  |                             |       |              |  |   |                                   |   |  |   | 37,700  |  |   |        |   |  |   | 37,700 
|Deferred income taxes                                             |  |        |        |   |                                  |   |                                  |  |   |              |  |   | 50,773       |   |  |                             |       |              |  |   |                                   |   |  |   | 50,773  |  |   |        |   |  |   | 50,773 
|Insurance deposits                                                |  |        |        |   |                                  |   |                                  |  |   |              |  |   | 989          |   |  |                             |       |              |  |   |                                   |   |  |   | 989     |  |   |        |   |  |   | 989    
|Other assets                                                      |  |        | 1,510   |   |                                  |   | 6,509                             |  |   |              |  |   | 7,564        |   |  |                             | 525    |              |  |   |                                   |   |  |   | 14,598  |  |   |        |   |  |   | 16,108 
|Due from (to) affiliates (1)                                      |  |        |        |   |                                  |   | 71,609                            |  |   | 125,000       |  |   | (68,446      | ) |  |                             | (3,163 | )            |  |   | (125,000                           | ) |  |   |        |  |   |        |   |  |   |       
|Due from (to) Parent Company                                      |  |        | (55,335 | ) |                                  |   | 55,335                            |  |   |              |  |   |             |   |  |                             |       |              |  |   |                                   |   |  |   | 55,335  |  |   |        |   |  |   |       
|LLC investment in subsidiaries                                    |  |        |        |   |                                  |   | 94,312                            |  |   |              |  |   |             |   |  |                             |       |              |  |   | (94,312                            | ) |  |   |        |  |   |        |   |  |   |       
|Parent Company investment in LLC                                  |  |        | 19,719  |   |                                  |   |                                  |  |   |              |  |   |             |   |  |                             |       |              |  |   |                                   |   |  |   |        |  |   | (19,719 | ) |  |   |       
|                                                                  |  |        |         |   |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Total assets                                                      |  | $      | (34,106 | ) |                                  | $ | 227,769                           |  | $ | 125,000       |  | $ | 208,416      |   |  | $                           | 6,163  |              |  | $ | (219,312                           | ) |  | $ | 348,036 |  | $ | (19,719 | ) |  | $ | 294,211
|                                                                  |  |        |         |   |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS EQUITY (DEFICIT) |  |        |         |   |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Current liabilities:                                              |  |        |         |   |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Accounts payable                                                  |  | $      |        |   |                                  | $ |                                  |  | $ |              |  | $ | 14,272       |   |  | $                           | 1,875  |              |  | $ |                                   |   |  | $ | 16,147  |  | $ |        |   |  | $ | 16,147 
|Accrued liabilities                                               |  |        |        |   |                                  |   | 5,050                             |  |   |              |  |   | 49,730       |   |  |                             | 359    |              |  |   |                                   |   |  |   | 55,139  |  |   |        |   |  |   | 55,139 
|Deferred revenue                                                  |  |        |        |   |                                  |   |                                  |  |   |              |  |   | 21,901       |   |  |                             |       |              |  |   |                                   |   |  |   | 21,901  |  |   |        |   |  |   | 21,901 
|Current portion of long-term debt                                 |  |        |        |   |                                  |   |                                  |  |   |              |  |   | 374          |   |  |                             |       |              |  |   |                                   |   |  |   | 374     |  |   |        |   |  |   | 374    
|                                                                  |  |        |         |   |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Total current liabilities                                         |  |        |        |   |                                  |   | 5,050                             |  |   |              |  |   | 86,277       |   |  |                             | 2,234  |              |  |   |                                   |   |  |   | 93,561  |  |   |        |   |  |   | 93,561 
|                                                                  |  |        |         |   |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Long-term debt, net of current portion (1)                        |  |        | 75,763  |   |                                  |   | 203,000                           |  |   | 125,000       |  |   | 254          |   |  |                             |       |              |  |   | (125,000                           | ) |  |   | 203,254 |  |   |        |   |  |   | 279,017
|Other liabilities                                                 |  |        |        |   |                                  |   |                                  |  |   |              |  |   | 29,536       |   |  |                             |       |              |  |   |                                   |   |  |   | 29,536  |  |   |        |   |  |   | 29,536 
|                                                                  |  |        |         |   |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Total liabilities                                                 |  |        | 75,763  |   |                                  |   | 208,050                           |  |   | 125,000       |  |   | 116,067      |   |  |                             | 2,234  |              |  |   | (125,000                           | ) |  |   | 326,351 |  |   |        |   |  |   | 402,114
|                                                                  |  |        |         |   |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        
|Minority interest                                                 |  |        |        |   |                                  |   |                                  |  |   |              |  |   |             |   |  |                             |       |              |  |   | 1,966                              |   |  |   | 1,966   |  |   |        |   |  |   | 1,966  
|                                                                  |  |        |         |   |                                  |   |                                   |  |   |               |  |   |              |   |  |                             |        |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |        



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##### Table of Contents

RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

CONDENSED
CONSOLIDATING BALANCE SHEET(Continued)

AS OF JUNE 30, 2008

(in thousands)



|                                                                        |  |        |          |   |                                  |   |                                   |  |               |         |              |   |         |                             |   |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |          |  
|----------------------------------------------------------------------- |  | ------ | -------- | - | -------------------------------- | - | --------------------------------- |  | ------------- | ------- | ------------ | - | ------- | --------------------------- | - | ------------ |  | - | ---------------------------------- | - |  | - | ------- |  | - | ------- | - |  | - | -------- | -
|                                                                        |  |        |          |   | Senior SubordinatedNotes Issuers |   | SeniorSubordinatedNotesGuarantors |  | Non-Guarantor |         | Eliminations |   |         | Rural/MetroLLCConsolidated |   | Eliminations |  |   | Rural/MetroCorporationConsolidated |  
|                                                                        |  | Parent |          |   | Rural/MetroLLC                   |   | Rural/MetroInc.                   |  |               |         |              |   |        
|Stockholders equity (deficit):                                         |  |        |          |   |                                  |   |                                   |  |               |         |              |   |         |                             |   |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |          |  
|Common stock                                                            |  |        | 248      |   |                                  |   |                                  |  |               |        |              |   | 90      |                             |   |             |  |   | (90                                | ) |  |   |        |  |   |        |   |  |   | 248      |  
|Additional paid-in capital                                              |  |        | 154,918  |   |                                  |   |                                  |  |               |        |              |   | 74,770  |                             |   | 20           |  |   | (74,790                            | ) |  |   |        |  |   |        |   |  |   | 154,918  |  
|Treasury stock                                                          |  |        | (1,239   | ) |                                  |   |                                  |  |               |        |              |   |        |                             |   |             |  |   |                                   |   |  |   |        |  |   |        |   |  |   | (1,239   | )
|Accumulated other comprehensive income                                  |  |        | (439     | ) |                                  |   |                                  |  |               |        |              |   |        |                             |   |             |  |   |                                   |   |  |   |        |  |   |        |   |  |   | (439     | )
|Accumulated deficit                                                     |  |        | (263,357 | ) |                                  |   |                                  |  |               |        |              |   | 17,489  |                             |   | 3,909        |  |   | (21,398                            | ) |  |   |        |  |   |        |   |  |   | (263,357 | )
|Member equity                                                           |  |        |         |   |                                  |   | 19,719                            |  |               |        |              |   |        |                             |   |             |  |   |                                   |   |  |   | 19,719  |  |   | (19,719 | ) |  |   |         |  
|                                                                        |  |        |          |   |                                  |   |                                   |  |               |         |              |   |         |                             |   |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |          |  
|Total stockholders equity (deficit)                                    |  |        | (109,869 | ) |                                  |   | 19,719                            |  |               |        |              |   | 92,349  |                             |   | 3,929        |  |   | (96,278                            | ) |  |   | 19,719  |  |   | (19,719 | ) |  |   | (109,869 | )
|                                                                        |  |        |          |   |                                  |   |                                   |  |               |         |              |   |         |                             |   |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |          |  
|Total liabilities, minority interest and stockholders equity (deficit) |  | $      | (34,106  | ) |                                  | $ | 227,769                           |  | $             | 125,000 |              | $ | 208,416 |                             | $ | 6,163        |  | $ | (219,312                           | ) |  | $ | 348,036 |  | $ | (19,719 | ) |  | $ | 294,211  |  
|                                                                        |  |        |          |   |                                  |   |                                   |  |               |         |              |   |         |                             |   |              |  |   |                                    |   |  |   |         |  |   |         |   |  |   |          |  



Note: The sole purpose of Rural/Metro Inc. was to act as co-issuer of the Senior Subordinated Notes. Rural/Metro Inc. does not conduct any operations. The Balance Sheet for Rural/Metro Inc. at June 30, 2008 consists of equity and due
to affiliates totaling an amount equal to $100.



|(1) | Senior Subordinated Notes interest expense has been allocated to Rural/Metro LLC only.
|--- | --------------------------------------------------------------------------------------



106



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##### Table of Contents

RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2009

(in thousands)



|                                                                            |  |                |         |   |                                      |   |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  
|--------------------------------------------------------------------------- |  | -------------- | ------- | - | ------------------------------------ | - | --------------------------------- | - |  | ------------- | - |  | ------------ | ------- | - | --------------------------- | - | ------ | ------------ |  | - | ---------------------------------- | - |  | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                            |  | Parent         |         |   | Senior Subordinated    Notes Issuers |   | SeniorSubordinatedNotesGuarantors |   |  | Non-Guarantor |   |  | Eliminations |         |   | Rural/MetroLLCConsolidated |   |        | Eliminations |  |   | Rural/MetroCorporationConsolidated |  
|                                                                            |  | Rural/MetroLLC |         |   | Rural/MetroInc.                      |   |                                   |   |  |               |  
|Net revenue                                                                 |  | $              |        |   |                                      | $ |                                  |   |  | $             |  |  | $            | 484,267 |   |                             | $ | 45,547 |              |  | $ | (31,006                            | ) |  | $ | 498,808 |   |  | $ |        |   |  | $ | 498,808 |  
|Operating expenses:                                                         |  |                |         |   |                                      |   |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  
|Payroll and employee benefits                                               |  |                | 190     |   |                                      |   |                                  |   |  |               |  |  |              | 309,579 |   |                             |   | 125    |              |  |   |                                   |   |  |   | 309,704 |   |  |   |        |   |  |   | 309,894 |  
|Depreciation and amortization                                               |  |                |        |   |                                      |   |                                  |   |  |               |  |  |              | 14,588  |   |                             |   |       |              |  |   |                                   |   |  |   | 14,588  |   |  |   |        |   |  |   | 14,588  |  
|Other operating expenses                                                    |  |                | 51      |   |                                      |   |                                  |   |  |               |  |  |              | 106,218 |   |                             |   | 42,348 |              |  |   | (31,006                            | ) |  |   | 117,560 |   |  |   |        |   |  |   | 117,611 |  
|General/auto liability insurance expense                                    |  |                |        |   |                                      |   |                                  |   |  |               |  |  |              | 11,728  |   |                             |   | 38     |              |  |   |                                   |   |  |   | 11,766  |   |  |   |        |   |  |   | 11,766  |  
|(Gain) on sale of assets                                                    |  |                |        |   |                                      |   |                                  |   |  |               |  |  |              | (414    | ) |                             |   | (137   | )            |  |   |                                   |   |  |   | (551    | ) |  |   |        |   |  |   | (551    | )
|                                                                            |  |                |         |   |                                      |   |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  
|Total operating expenses                                                    |  |                | 241     |   |                                      |   |                                  |   |  |               |  |  |              | 441,699 |   |                             |   | 42,374 |              |  |   | (31,006                            | ) |  |   | 453,067 |   |  |   |        |   |  |   | 453,308 |  
|                                                                            |  |                |         |   |                                      |   |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  
|Operating income                                                            |  |                | (241    | ) |                                      |   |                                  |   |  |               |  |  |              | 42,568  |   |                             |   | 3,173  |              |  |   |                                   |   |  |   | 45,741  |   |  |   |        |   |  |   | 45,500  |  
|Equity in earnings of subsidiaries                                          |  |                | 15,438  |   |                                      |   | 35,787                            |   |  |               |  |  |              |        |   |                             |   |       |              |  |   | (35,787                            | ) |  |   |        |   |  |   | (15,438 | ) |  |   |        |  
|Interest expense (1)                                                        |  |                | (10,171 | ) |                                      |   | (20,349                           | ) |  |               |  |  |              | (323    | ) |                             |   |       |              |  |   |                                   |   |  |   | (20,672 | ) |  |   |        |   |  |   | (30,843 | )
|Interest income                                                             |  |                |        |   |                                      |   |                                  |   |  |               |  |  |              | 279     |   |                             |   | 45     |              |  |   |                                   |   |  |   | 324     |   |  |   |        |   |  |   | 324     |  
|                                                                            |  |                |         |   |                                      |   |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  
|Income from continuing operations before income taxes and minority interest |  |                | 5,026   |   |                                      |   | 15,438                            |   |  |               |  |  |              | 42,524  |   |                             |   | 3,218  |              |  |   | (35,787                            | ) |  |   | 25,393  |   |  |   | (15,438 | ) |  |   | 14,981  |  
|Income tax provision                                                        |  |                |        |   |                                      |   |                                  |   |  |               |  |  |              | (7,427  | ) |                             |   |       |              |  |   |                                   |   |  |   | (7,427  | ) |  |   |        |   |  |   | (7,427  | )
|Minority interest                                                           |  |                |        |   |                                      |   |                                  |   |  |               |  |  |              |        |   |                             |   |       |              |  |   | (1,609                             | ) |  |   | (1,609  | ) |  |   |        |   |  |   | (1,609  | )
|                                                                            |  |                |         |   |                                      |   |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  
|Income from continuing operations                                           |  |                | 5,026   |   |                                      |   | 15,438                            |   |  |               |  |  |              | 35,097  |   |                             |   | 3,218  |              |  |   | (37,396                            | ) |  |   | 16,357  |   |  |   | (15,438 | ) |  |   | 5,945   |  
|Loss from discontinued operations, net of income taxes                      |  |                |        |   |                                      |   |                                  |   |  |               |  |  |              | (919    | ) |                             |   |       |              |  |   |                                   |   |  |   | (919    | ) |  |   |        |   |  |   | (919    | )
|                                                                            |  |                |         |   |                                      |   |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  
|Net income                                                                  |  | $              | 5,026   |   |                                      | $ | 15,438                            |   |  | $             |  |  | $            | 34,178  |   |                             | $ | 3,218  |              |  | $ | (37,396                            | ) |  | $ | 15,438  |   |  | $ | (15,438 | ) |  | $ | 5,026   |  
|                                                                            |  |                |         |   |                                      |   |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  



Note: The sole purpose of Rural/Metro Inc. was to act as co-issuer of the Senior Subordinated Notes. Rural/Metro Inc. does not conduct any operations.



|(1) | Senior Subordinated Notes interest expense has been allocated to Rural/Metro LLC only.
|--- | --------------------------------------------------------------------------------------



107



---

##### Table of Contents

RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2008

(in thousands)



|                                                                            |  |        |        |   |                                      |   |                                   |                 |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  
|--------------------------------------------------------------------------- |  | ------ | ------ | - | ------------------------------------ | - | --------------------------------- | --------------- |  | ------------- | - | ------------ | - | ------- | --------------------------- |  | - | ------------ |  | - | ---------------------------------- | - |  | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                            |  |        |        |   | Senior Subordinated    Notes Issuers |   | SeniorSubordinatedNotesGuarantors |                 |  | Non-Guarantor |   | Eliminations |   |         | Rural/MetroLLCConsolidated |  |   | Eliminations |  |   | Rural/MetroCorporationConsolidated |  
|                                                                            |  | Parent |        |   | Rural/MetroLLC                       |   |                                   | Rural/MetroInc. |  |               |   |              |   |        
|Net revenue                                                                 |  | $      |       |   |                                      | $ |                                  |                 |  | $             |  |              | $ | 468,468 |                             |  | $ | 43,776       |  | $ | (30,077                            | ) |  | $ | 482,167 |   |  | $ |        |   |  | $ | 482,167 |  
|Operating expenses:                                                         |  |        |        |   |                                      |   |                                   |                 |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  
|Payroll and employee benefits                                               |  |        |       |   |                                      |   |                                  |                 |  |               |  |              |   | 298,285 |                             |  |   | 110          |  |   |                                   |   |  |   | 298,395 |   |  |   |        |   |  |   | 298,395 |  
|Depreciation and amortization                                               |  |        |       |   |                                      |   |                                  |                 |  |               |  |              |   | 12,735  |                             |  |   | 1            |  |   |                                   |   |  |   | 12,736  |   |  |   |        |   |  |   | 12,736  |  
|Other operating expenses                                                    |  |        | 12     |   |                                      |   |                                  |                 |  |               |  |              |   | 105,632 |                             |  |   | 41,956       |  |   | (30,077                            | ) |  |   | 117,511 |   |  |   |        |   |  |   | 117,523 |  
|General/auto liability insurance expense                                    |  |        |       |   |                                      |   |                                  |                 |  |               |  |              |   | 14,323  |                             |  |   | 98           |  |   |                                   |   |  |   | 14,421  |   |  |   |        |   |  |   | 14,421  |  
|(Gain) on sale of assets                                                    |  |        |       |   |                                      |   |                                  |                 |  |               |  |              |   | (1,386  | )                           |  |   |             |  |   |                                   |   |  |   | (1,386  | ) |  |   |        |   |  |   | (1,386  | )
|(Gain) on property insurance settlement                                     |  |        |       |   |                                      |   |                                  |                 |  |               |  |              |   | (70     | )                           |  |   |             |  |   |                                   |   |  |   | (70     | ) |  |   |        |   |  |   | (70     | )
|                                                                            |  |        |        |   |                                      |   |                                   |                 |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  
|Total operating expenses                                                    |  |        | 12     |   |                                      |   |                                  |                 |  |               |  |              |   | 429,519 |                             |  |   | 42,165       |  |   | (30,077                            | ) |  |   | 441,607 |   |  |   |        |   |  |   | 441,619 |  
|                                                                            |  |        |        |   |                                      |   |                                   |                 |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  
|Operating income                                                            |  |        | (12    | ) |                                      |   |                                  |                 |  |               |  |              |   | 38,949  |                             |  |   | 1,611        |  |   |                                   |   |  |   | 40,560  |   |  |   |        |   |  |   | 40,548  |  
|Equity in earnings of subsidiaries                                          |  |        | 13,121 |   |                                      |   | 35,674                            |                 |  |               |  |              |   |        |                             |  |   |             |  |   | (35,674                            | ) |  |   |        |   |  |   | (13,121 | ) |  |   |        |  
|Interest expense (1)                                                        |  |        | (9,012 | ) |                                      |   | (22,553                           | )               |  |               |  |              |   | (166    | )                           |  |   |             |  |   |                                   |   |  |   | (22,719 | ) |  |   |        |   |  |   | (31,731 | )
|Interest income                                                             |  |        |       |   |                                      |   |                                  |                 |  |               |  |              |   | 360     |                             |  |   | 14           |  |   |                                   |   |  |   | 374     |   |  |   |        |   |  |   | 374     |  
|                                                                            |  |        |        |   |                                      |   |                                   |                 |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  
|Income from continuing operations before income taxes and minority interest |  |        | 4,097  |   |                                      |   | 13,121                            |                 |  |               |  |              |   | 39,143  |                             |  |   | 1,625        |  |   | (35,674                            | ) |  |   | 18,215  |   |  |   | (13,121 | ) |  |   | 9,191   |  
|Income tax provision                                                        |  |        |       |   |                                      |   |                                  |                 |  |               |  |              |   | (4,674  | )                           |  |   |             |  |   |                                   |   |  |   | (4,674  | ) |  |   |        |   |  |   | (4,674  | )
|Minority interest                                                           |  |        |       |   |                                      |   |                                  |                 |  |               |  |              |   |        |                             |  |   |             |  |   | (812                               | ) |  |   | (812    | ) |  |   |        |   |  |   | (812    | )
|                                                                            |  |        |        |   |                                      |   |                                   |                 |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  
|Income from continuing operations                                           |  |        | 4,097  |   |                                      |   | 13,121                            |                 |  |               |  |              |   | 34,469  |                             |  |   | 1,625        |  |   | (36,486                            | ) |  |   | 12,729  |   |  |   | (13,121 | ) |  |   | 3,705   |  
|Loss from discontinued operations, net of income taxes                      |  |        |       |   |                                      |   |                                  |                 |  |               |  |              |   | 392     |                             |  |   |             |  |   |                                   |   |  |   | 392     |   |  |   |        |   |  |   | 392     |  
|                                                                            |  |        |        |   |                                      |   |                                   |                 |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  
|Net income                                                                  |  | $      | 4,097  |   |                                      | $ | 13,121                            |                 |  | $             |  |              | $ | 34,861  |                             |  | $ | 1,625        |  | $ | (36,486                            | ) |  | $ | 13,121  |   |  | $ | (13,121 | ) |  | $ | 4,097   |  
|                                                                            |  |        |        |   |                                      |   |                                   |                 |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |         |   |  |   |         |  



Note: The sole purpose of Rural/Metro Inc. was to act as co-issuer of the Senior Subordinated Notes. Rural/Metro Inc. does not conduct any operations.



|(1) | Senior Subordinated Notes interest expense has been allocated to Rural/Metro LLC only.
|--- | --------------------------------------------------------------------------------------



108



---

##### Table of Contents

RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2007

(in thousands)



|                                                                            |  |                |        |   |                                  |   |                                   |   |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  
|--------------------------------------------------------------------------- |  | -------------- | ------ | - | -------------------------------- | - | --------------------------------- | - |  | ------------- | - | ------------ | - | ------- | --------------------------- |  | - | ------------ |  | - | ---------------------------------- | - |  | - | ------- | - |  | - | ------ | - |  | - | ------- | -
|                                                                            |  | Parent         |        |   | Senior SubordinatedNotes Issuers |   | SeniorSubordinatedNotesGuarantors |   |  | Non-Guarantor |   | Eliminations |   |         | Rural/MetroLLCConsolidated |  |   | Eliminations |  |   | Rural/MetroCorporationConsolidated |  
|                                                                            |  | Rural/MetroLLC |        |   | Rural/MetroInc.                  |   |                                   |   |  |               |  
|Net revenue                                                                 |  | $              |       |   |                                  | $ |                                  |   |  | $             |  |              | $ | 432,186 |                             |  | $ | 40,934       |  | $ | (27,056                            | ) |  | $ | 446,064 |   |  | $ |       |   |  | $ | 446,064 |  
|Operating expenses:                                                         |  |                |        |   |                                  |   |                                   |   |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  
|Payroll and employee benefits                                               |  |                | (7     | ) |                                  |   |                                  |   |  |               |  |              |   | 278,591 |                             |  |   | 93           |  |   |                                   |   |  |   | 278,684 |   |  |   |       |   |  |   | 278,677 |  
|Depreciation and amortization                                               |  |                |       |   |                                  |   |                                  |   |  |               |  |              |   | 11,468  |                             |  |   | 2            |  |   |                                   |   |  |   | 11,470  |   |  |   |       |   |  |   | 11,470  |  
|Other operating expenses                                                    |  |                |       |   |                                  |   |                                  |   |  |               |  |              |   | 96,313  |                             |  |   | 37,889       |  |   | (27,056                            | ) |  |   | 107,146 |   |  |   |       |   |  |   | 107,146 |  
|General/auto liability insurance expense                                    |  |                |       |   |                                  |   |                                  |   |  |               |  |              |   | 16,904  |                             |  |   | 223          |  |   |                                   |   |  |   | 17,127  |   |  |   |       |   |  |   | 17,127  |  
|Loss on sale of assets                                                      |  |                |       |   |                                  |   |                                  |   |  |               |  |              |   | 48      |                             |  |   |             |  |   |                                   |   |  |   | 48      |   |  |   |       |   |  |   | 48      |  
|                                                                            |  |                |        |   |                                  |   |                                   |   |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  
|Total operating expenses                                                    |  |                | (7     | ) |                                  |   |                                  |   |  |               |  |              |   | 403,324 |                             |  |   | 38,207       |  |   | (27,056                            | ) |  |   | 414,475 |   |  |   |       |   |  |   | 414,468 |  
|                                                                            |  |                |        |   |                                  |   |                                   |   |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  
|Operating income                                                            |  |                | 7      |   |                                  |   |                                  |   |  |               |  |              |   | 28,862  |                             |  |   | 2,727        |  |   |                                   |   |  |   | 31,589  |   |  |   |       |   |  |   | 31,596  |  
|Equity in earnings of subsidiaries                                          |  |                | 6,967  |   |                                  |   | 30,304                            |   |  |               |  |              |   |        |                             |  |   |             |  |   | (30,304                            | ) |  |   |        |   |  |   | (6,967 | ) |  |   |        |  
|Interest expense (1)                                                        |  |                | (7,983 | ) |                                  |   | (23,337                           | ) |  |               |  |              |   | (197    | )                           |  |   |             |  |   |                                   |   |  |   | (23,534 | ) |  |   |       |   |  |   | (31,517 | )
|Interest income                                                             |  |                |       |   |                                  |   |                                  |   |  |               |  |              |   | 467     |                             |  |   | 50           |  |   |                                   |   |  |   | 517     |   |  |   |       |   |  |   | 517     |  
|                                                                            |  |                |        |   |                                  |   |                                   |   |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  
|Income from continuing operations before income taxes and minority interest |  |                | (1,009 | ) |                                  |   | 6,967                             |   |  |               |  |              |   | 29,132  |                             |  |   | 2,777        |  |   | (30,304                            | ) |  |   | 8,572   |   |  |   | (6,967 | ) |  |   | 596     |  
|Income tax provision                                                        |  |                |       |   |                                  |   |                                  |   |  |               |  |              |   | (1,215  | )                           |  |   |             |  |   |                                   |   |  |   | (1,215  | ) |  |   |       |   |  |   | (1,215  | )
|Minority interest                                                           |  |                |       |   |                                  |   |                                  |   |  |               |  |              |   |        |                             |  |   |             |  |   | (1,389                             | ) |  |   | (1,389  | ) |  |   |       |   |  |   | (1,389  | )
|                                                                            |  |                |        |   |                                  |   |                                   |   |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  
|Loss from continuing operations                                             |  |                | (1,009 | ) |                                  |   | 6,967                             |   |  |               |  |              |   | 27,917  |                             |  |   | 2,777        |  |   | (31,693                            | ) |  |   | 5,968   |   |  |   | (6,967 | ) |  |   | (2,008  | )
|Income from discontinued operations, net of income taxes                    |  |                |       |   |                                  |   |                                  |   |  |               |  |              |   | 999     |                             |  |   |             |  |   |                                   |   |  |   | 999     |   |  |   |       |   |  |   | 999     |  
|                                                                            |  |                |        |   |                                  |   |                                   |   |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  
|Net loss                                                                    |  | $              | (1,009 | ) |                                  | $ | 6,967                             |   |  | $             |  |              | $ | 28,916  |                             |  | $ | 2,777        |  | $ | (31,693                            | ) |  | $ | 6,967   |   |  | $ | (6,967 | ) |  | $ | (1,009  | )
|                                                                            |  |                |        |   |                                  |   |                                   |   |  |               |   |              |   |         |                             |  |   |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  



Note: The sole purpose of Rural/Metro Inc. was to act as co-issuer of the Senior Subordinated Notes. Rural/Metro Inc. does not conduct any operations.



|(1) | Senior Subordinated Notes interest expense has been allocated to Rural/Metro LLC only.
|--- | --------------------------------------------------------------------------------------



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RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED JUNE 30, 2009

(in thousands)



|                                                                                  |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |        |   |                             |   |       |              |  |   |                                    |   |  |   |        |   |  |   |         |   |  |   |        |  
|--------------------------------------------------------------------------------- |  | ------ | -------------- | - | -------------------------------- | --------------- | --------------------------------- | - |  | ------------- | - |  | ------------ | ------ | - | --------------------------- | - | ----- | ------------ |  | - | ---------------------------------- | - |  | - | ------ | - |  | - | ------- | - |  | - | ------ | -
|                                                                                  |  | Parent |                |   | Senior SubordinatedNotes Issuers |                 | SeniorSubordinatedNotesGuarantors |   |  | Non-Guarantor |   |  | Eliminations |        |   | Rural/MetroLLCConsolidated |   |       | Eliminations |  |   | Rural/MetroCorporationConsolidated |  
|                                                                                  |  |        | Rural/MetroLLC |   |                                  | Rural/MetroInc. |                                   |   |  |               |   | 
|Cash flows from operating activities:                                             |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |        |   |                             |   |       |              |  |   |                                    |   |  |   |        |   |  |   |         |   |  |   |        |  
|Net income                                                                        |  | $      | 5,026          |   |                                  | $               | 15,438                            |   |  | $             |  |  | $            | 34,178 |   |                             | $ | 3,218 |              |  | $ | (37,396                            | ) |  | $ | 15,438 |   |  | $ | (15,438 | ) |  | $ | 5,026  |  
|Adjustments to reconcile net income to net cash provided by operating activities |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |        |   |                             |   |       |              |  |   |                                    |   |  |   |        |   |  |   |         |   |  |   |        |  
|Depreciation and amortization                                                     |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 14,696 |   |                             |   | 1     |              |  |   |                                   |   |  |   | 14,697 |   |  |   |        |   |  |   | 14,697 |  
|Non-cash adjustments to insurance claims reserves                                 |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 340    |   |                             |   | (344  | )            |  |   |                                   |   |  |   | (4     | ) |  |   |        |   |  |   | (4     | )
|Accretion of 12.75% Senior Discount Notes                                         |  |        | 9,968          |   |                                  |                 |                                  |   |  |               |  |  |              |       |   |                             |   |      |              |  |   |                                   |   |  |   |       |   |  |   |        |   |  |   | 9,968  |  
|Deferred income taxes                                                             |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 7,622  |   |                             |   |      |              |  |   |                                   |   |  |   | 7,622  |   |  |   |        |   |  |   | 7,622  |  
|Tax benefit from the exercise of stock options                                    |  |        | (9             | ) |                                  |                 |                                  |   |  |               |  |  |              |       |   |                             |   |      |              |  |   |                                   |   |  |   |       |   |  |   |        |   |  |   | (9     | )
|Amortization of deferred financing costs                                          |  |        | 197            |   |                                  |                 | 1,892                             |   |  |               |  |  |              |       |   |                             |   |      |              |  |   |                                   |   |  |   | 1,892  |   |  |   |        |   |  |   | 2,089  |  
|Loss on sale of property and equipment                                            |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 76     |   |                             |   |      |              |  |   |                                   |   |  |   | 76     |   |  |   |        |   |  |   | 76     |  
|Earnings of minority shareholder                                                  |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              |       |   |                             |   |      |              |  |   | 1,609                              |   |  |   | 1,609  |   |  |   |        |   |  |   | 1,609  |  
|Stock based compensation expense                                                  |  |        | 241            |   |                                  |                 |                                  |   |  |               |  |  |              |       |   |                             |   |      |              |  |   |                                   |   |  |   |       |   |  |   |        |   |  |   | 241    |  
|Changes in assets and liabilities                                                |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |        |   |                             |   |       |              |  |   |                                    |   |  |   |        |   |  |   |         |   |  |   |        |  
|Accounts receivable                                                               |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 11,167 |   |                             |   | 609   |              |  |   |                                   |   |  |   | 11,776 |   |  |   |        |   |  |   | 11,776 |  
|Inventories                                                                       |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (79    | ) |                             |   |      |              |  |   |                                   |   |  |   | (79    | ) |  |   |        |   |  |   | (79    | )
|Prepaid expenses and other                                                        |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 559    |   |                             |   |      |              |  |   |                                   |   |  |   | 559    |   |  |   |        |   |  |   | 559    |  
|Insurance deposits                                                                |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 273    |   |                             |   |      |              |  |   |                                   |   |  |   | 273    |   |  |   |        |   |  |   | 273    |  
|Other assets                                                                      |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (350   | ) |                             |   | 525   |              |  |   |                                   |   |  |   | 175    |   |  |   |        |   |  |   | 175    |  
|Accounts payable                                                                  |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (313   | ) |                             |   | (559  | )            |  |   |                                   |   |  |   | (872   | ) |  |   |        |   |  |   | (872   | )
|Accrued liabilities                                                               |  |        |               |   |                                  |                 | (574                              | ) |  |               |  |  |              | 442    |   |                             |   | 353   |              |  |   |                                   |   |  |   | 221    |   |  |   |        |   |  |   | 221    |  
|Deferred revenue                                                                  |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (325   | ) |                             |   | 9     |              |  |   |                                   |   |  |   | (316   | ) |  |   |        |   |  |   | (316   | )
|Other liabilities                                                                 |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (971   | ) |                             |   |      |              |  |   |                                   |   |  |   | (971   | ) |  |   |        |   |  |   | (971   | )
|                                                                                  |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |        |   |                             |   |       |              |  |   |                                    |   |  |   |        |   |  |   |         |   |  |   |        |  
|Net cash provided by operating activities                                         |  |        | 15,423         |   |                                  |                 | 16,756                            |   |  |               |  |  |              | 67,315 |   |                             |   | 3,812 |              |  |   | (35,787                            | ) |  |   | 52,096 |   |  |   | (15,438 | ) |  |   | 52,081 |  
|                                                                                  |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |        |   |                             |   |       |              |  |   |                                    |   |  |   |        |   |  |   |         |   |  |   |        |  



110



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RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS(Continued)

FOR THE YEAR ENDED JUNE 30, 2009

(in thousands)



|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|------------------------------------------------ |  | ------ | -------------- | - | -------------------------------- | --------------- | --------------------------------- | - |  | ------------- | - |  | ------------ | ------- | --------------------------- |  | - | ------------ | - | ---------------------------------- | - | ------ |  | - | ------- | - |  | - | ------ |  | - | ------- | -
|                                                 |  | Parent |                |   | Senior SubordinatedNotes Issuers |                 | SeniorSubordinatedNotesGuarantors |   |  | Non-Guarantor |   |  | Eliminations |         | Rural/MetroLLCConsolidated |  |   | Eliminations |   | Rural/MetroCorporationConsolidated |  
|                                                 |  |        | Rural/MetroLLC |   |                                  | Rural/MetroInc. |                                   |   |  |               |   | 
|Cash flows from investing activities:            |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|Capital expenditures                             |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (16,692 | )                           |  |   |             |   |                                    |   |       |  |   | (16,692 | ) |  |   |       |  |   | (16,692 | )
|Proceeds from the sale of property and equipment |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 46      |                             |  |   |             |   |                                    |   |       |  |   | 46      |   |  |   |       |  |   | 46      |  
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|Net cash used in investing activities            |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (16,646 | )                           |  |   |             |   |                                    |   |       |  |   | (16,646 | ) |  |   |       |  |   | (16,646 | )
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|Cash flows from financing activities:            |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|Repayment of debt                                |  |        |               |   |                                  |                 | (12,000                           | ) |  |               |  |  |              | (512    | )                           |  |   |             |   |                                    |   |       |  |   | (12,512 | ) |  |   |       |  |   | (12,512 | )
|Tax benefit from the exercise of stock options   |  |        | 9              |   |                                  |                 |                                  |   |  |               |  |  |              |        |                             |  |   |             |   |                                    |   |       |  |   |        |   |  |   |       |  |   | 9       |  
|Issuance of common stock                         |  |        | 19             |   |                                  |                 |                                  |   |  |               |  |  |              |        |                             |  |   |             |   |                                    |   |       |  |   |        |   |  |   |       |  |   | 19      |  
|Distributions to minority shareholders           |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              |        |                             |  |   | (1,750       | ) |                                    |   |       |  |   | (1,750  | ) |  |   |       |  |   | (1,750  | )
|Distributions to Rural/Metro LLC                 |  |        |               |   |                                  |                 | 1,750                             |   |  |               |  |  |              |        |                             |  |   | (1,750       | ) |                                    |   |       |  |   |        |   |  |   |       |  |   |        |  
|Due to/from affiliates                           |  |        | (15,451        | ) |                                  |                 | (6,506                            | ) |  |               |  |  |              | (29,877 | )                           |  |   | 609          |   |                                    |   | 35,787 |  |   | 13      |   |  |   | 15,438 |  |   |        |  
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|Net cash used in financing activities            |  |        | (15,423        | ) |                                  |                 | (16,756                           | ) |  |               |  |  |              | (30,389 | )                           |  |   | (2,891       | ) |                                    |   | 35,787 |  |   | (14,249 | ) |  |   | 15,438 |  |   | (14,234 | )
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|Increase in cash and cash equivalents            |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 20,280  |                             |  |   | 921          |   |                                    |   |       |  |   | 21,201  |   |  |   |       |  |   | 21,201  |  
|Cash and cash equivalents, beginning of year     |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 15,154  |                             |  |   | 753          |   |                                    |   |       |  |   | 15,907  |   |  |   |       |  |   | 15,907  |  
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|Cash and cash equivalents, end of year           |  | $      |               |   |                                  | $               |                                  |   |  | $             |  |  | $            | 35,434  |                             |  | $ | 1,674        |   |                                    | $ |       |  | $ | 37,108  |   |  | $ |       |  | $ | 37,108  |  
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  



Note: The sole purpose of Rural/Metro Inc. was to act as co-issuer of the Senior Subordinated Notes. Rural/Metro Inc. does not conduct any operations.



111



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##### Table of Contents

RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED JUNE 30, 2008

(in thousands)



|                                                                                |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |        |   |                             |   |       |              |  |   |                                    |   |  |   |        |   |  |   |         |   |  |   |        |  
|------------------------------------------------------------------------------- |  | ------ | -------------- | - | -------------------------------- | --------------- | --------------------------------- | - |  | ------------- | - |  | ------------ | ------ | - | --------------------------- | - | ----- | ------------ |  | - | ---------------------------------- | - |  | - | ------ | - |  | - | ------- | - |  | - | ------ | -
|                                                                                |  | Parent |                |   | Senior SubordinatedNotes Issuers |                 | SeniorSubordinatedNotesGuarantors |   |  | Non-Guarantor |   |  | Eliminations |        |   | Rural/MetroLLCConsolidated |   |       | Eliminations |  |   | Rural/MetroCorporationConsolidated |  
|                                                                                |  |        | Rural/MetroLLC |   |                                  | Rural/MetroInc. |                                   |   |  |               |   | 
|Cash flows from operating activities:                                           |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |        |   |                             |   |       |              |  |   |                                    |   |  |   |        |   |  |   |         |   |  |   |        |  
|Net income                                                                      |  | $      | 4,097          |   |                                  | $               | 13,121                            |   |  | $             |  |  | $            | 34,861 |   |                             | $ | 1,625 |              |  | $ | (36,486                            | ) |  | $ | 13,121 |   |  | $ | (13,121 | ) |  | $ | 4,097  |  
|Adjustments to reconcile net loss to net cash provided by operating activities |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |        |   |                             |   |       |              |  |   |                                    |   |  |   |        |   |  |   |         |   |  |   |        |  
|Depreciation and amortization                                                   |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 12,982 |   |                             |   | 1     |              |  |   |                                   |   |  |   | 12,983 |   |  |   |        |   |  |   | 12,983 |  
|Non-cash adjustments to insurance claims reserves                               |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (5,828 | ) |                             |   | (432  | )            |  |   |                                   |   |  |   | (6,260 | ) |  |   |        |   |  |   | (6,260 | )
|Accretion of 12.75% Senior Discount Notes                                       |  |        | 8,809          |   |                                  |                 |                                  |   |  |               |  |  |              |       |   |                             |   |      |              |  |   |                                   |   |  |   |       |   |  |   |        |   |  |   | 8,809  |  
|Deferred income taxes                                                           |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 3,493  |   |                             |   |      |              |  |   |                                   |   |  |   | 3,493  |   |  |   |        |   |  |   | 3,493  |  
|Tax benefit from the exercise of stock options                                  |  |        | (72            | ) |                                  |                 |                                  |   |  |               |  |  |              |       |   |                             |   |      |              |  |   |                                   |   |  |   |       |   |  |   |        |   |  |   | (72    | )
|Amortization of deferred financing costs                                        |  |        | 197            |   |                                  |                 | 1,908                             |   |  |               |  |  |              |       |   |                             |   |      |              |  |   |                                   |   |  |   | 1,908  |   |  |   |        |   |  |   | 2,105  |  
|(Gain) on sale of property and equipment                                        |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 358    |   |                             |   |      |              |  |   |                                   |   |  |   | 358    |   |  |   |        |   |  |   | 358    |  
|Goodwill impairment                                                             |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              |       |   |                             |   |      |              |  |   | 812                                |   |  |   | 812    |   |  |   |        |   |  |   | 812    |  
|Earnings of minority shareholder                                                |  |        | 12             |   |                                  |                 |                                  |   |  |               |  |  |              |       |   |                             |   |      |              |  |   |                                   |   |  |   |       |   |  |   |        |   |  |   | 12     |  
|Stock based compensation benefit                                                |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (70    | ) |                             |   |      |              |  |   |                                   |   |  |   | (70    | ) |  |   |        |   |  |   | (70    | )
|Changes in assets and liabilities                                              |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |        |   |                             |   |       |              |  |   |                                    |   |  |   |        |   |  |   |         |   |  |   |        |  
|Accounts receivable                                                             |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 2,094  |   |                             |   | 88    |              |  |   |                                   |   |  |   | 2,182  |   |  |   |        |   |  |   | 2,182  |  
|Inventories                                                                     |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 326    |   |                             |   |      |              |  |   |                                   |   |  |   | 326    |   |  |   |        |   |  |   | 326    |  
|Prepaid expenses and other                                                      |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (422   | ) |                             |   |      |              |  |   |                                   |   |  |   | (422   | ) |  |   |        |   |  |   | (422   | )
|Insurance deposits                                                              |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 879    |   |                             |   |      |              |  |   |                                   |   |  |   | 879    |   |  |   |        |   |  |   | 879    |  
|Other assets                                                                    |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 2,532  |   |                             |   |      |              |  |   |                                   |   |  |   | 2,532  |   |  |   |        |   |  |   | 2,532  |  
|Accounts payable                                                                |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (466   | ) |                             |   | 497   |              |  |   |                                   |   |  |   | 31     |   |  |   |        |   |  |   | 31     |  
|Accrued liabilities                                                             |  |        |               |   |                                  |                 | (71                               | ) |  |               |  |  |              | 2,950  |   |                             |   | 227   |              |  |   |                                   |   |  |   | 3,106  |   |  |   |        |   |  |   | 3,106  |  
|Deferred revenue                                                                |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (3,058 | ) |                             |   |      |              |  |   |                                   |   |  |   | (3,058 | ) |  |   |        |   |  |   | (3,058 | )
|Other liabilities                                                               |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 2,978  |   |                             |   |      |              |  |   |                                   |   |  |   | 2,978  |   |  |   |        |   |  |   | 2,978  |  
|                                                                                |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |        |   |                             |   |       |              |  |   |                                    |   |  |   |        |   |  |   |         |   |  |   |        |  
|Net cash provided by operating activities                                       |  |        | 13,043         |   |                                  |                 | 14,958                            |   |  |               |  |  |              | 53,609 |   |                             |   | 2,006 |              |  |   | (35,674                            | ) |  |   | 34,899 |   |  |   | (13,121 | ) |  |   | 34,821 |  
|                                                                                |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |        |   |                             |   |       |              |  |   |                                    |   |  |   |        |   |  |   |         |   |  |   |        |  



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RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS(Continued)

FOR THE YEAR ENDED JUNE 30, 2008

(in thousands)



|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|------------------------------------------------ |  | ------ | -------------- | - | -------------------------------- | --------------- | --------------------------------- | - |  | ------------- | - |  | ------------ | ------- | --------------------------- |  | - | ------------ | - | ---------------------------------- | - | ------ |  | - | ------- | - |  | - | ------ |  | - | ------- | -
|                                                 |  | Parent |                |   | Senior SubordinatedNotes Issuers |                 | SeniorSubordinatedNotesGuarantors |   |  | Non-Guarantor |   |  | Eliminations |         | Rural/MetroLLCConsolidated |  |   | Eliminations |   | Rural/MetroCorporationConsolidated |  
|                                                 |  |        | Rural/MetroLLC |   |                                  | Rural/MetroInc. |                                   |   |  |               |   | 
|Cash flows from investing activities:            |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|Purchases of short-term investments              |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (5,000  | )                           |  |   |             |   |                                    |   |       |  |   | (5,000  | ) |  |   |       |  |   | (5,000  | )
|Sales of short-term investments                  |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 5,000   |                             |  |   |             |   |                                    |   |       |  |   | 5,000   |   |  |   |       |  |   | 5,000   |  
|Capital expenditures                             |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (13,327 | )                           |  |   |             |   |                                    |   |       |  |   | (13,327 | ) |  |   |       |  |   | (13,327 | )
|Proceeds from the sale of property and equipment |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 26      |                             |  |   |             |   |                                    |   |       |  |   | 26      |   |  |   |       |  |   | 26      |  
|Proceeds from property insurance settlement      |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 70      |                             |  |   |             |   |                                    |   |       |  |   | 70      |   |  |   |       |  |   | 70      |  
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|Net cash used in investing activities            |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (13,231 | )                           |  |   |             |   |                                    |   |       |  |   | (13,231 | ) |  |   |       |  |   | (13,231 | )
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|Cash flows from financing activities:            |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|Repayment of debt                                |  |        |               |   |                                  |                 | (13,800                           | ) |  |               |  |  |              | (187    | )                           |  |   |             |   |                                    |   |       |  |   | (13,987 | ) |  |   |       |  |   | (13,987 | )
|Issuance of debt                                 |  |        |               |   |                                  |                 | 3,800                             |   |  |               |  |  |              |        |                             |  |   |             |   |                                    |   |       |  |   | 3,800   |   |  |   |       |  |   | 3,800   |  
|Cash paid for debt issuance costs                |  |        |               |   |                                  |                 | (857                              | ) |  |               |  |  |              |        |                             |  |   |             |   |                                    |   |       |  |   | (857    | ) |  |   |       |  |   | (857    | )
|Tax benefit from the exercise of stock options   |  |        | 72             |   |                                  |                 |                                  |   |  |               |  |  |              |        |                             |  |   |             |   |                                    |   |       |  |   |        |   |  |   |       |  |   | 72      |  
|Issuance of common stock                         |  |        | 58             |   |                                  |                 |                                  |   |  |               |  |  |              |        |                             |  |   |             |   |                                    |   |       |  |   |        |   |  |   |       |  |   | 58      |  
|Distributions to minority shareholders           |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              |        |                             |  |   | (950         | ) |                                    |   |       |  |   | (950    | ) |  |   |       |  |   | (950    | )
|Distributions to Rural/Metro LLC                 |  |        |               |   |                                  |                 | 950                               |   |  |               |  |  |              |        |                             |  |   | (950         | ) |                                    |   |       |  |   |        |   |  |   |       |  |   |        |  
|Due to/from affiliates                           |  |        | (13,173        | ) |                                  |                 | (5,051                            | ) |  |               |  |  |              | (30,602 | )                           |  |   | 31           |   |                                    |   | 35,674 |  |   | 52      |   |  |   | 13,121 |  |   |        |  
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|Net cash used in financing activities            |  |        | (13,043        | ) |                                  |                 | (14,958                           | ) |  |               |  |  |              | (30,789 | )                           |  |   | (1,869       | ) |                                    |   | 35,674 |  |   | (11,942 | ) |  |   | 13,121 |  |   | (11,864 | )
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|Increase in cash and cash equivalents            |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 9,589   |                             |  |   | 137          |   |                                    |   |       |  |   | 9,726   |   |  |   |       |  |   | 9,726   |  
|Cash and cash equivalents, beginning of year     |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 5,565   |                             |  |   | 616          |   |                                    |   |       |  |   | 6,181   |   |  |   |       |  |   | 6,181   |  
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  
|Cash and cash equivalents, end of year           |  | $      |               |   |                                  | $               |                                  |   |  | $             |  |  | $            | 15,154  |                             |  | $ | 753          |   |                                    | $ |       |  | $ | 15,907  |   |  | $ |       |  | $ | 15,907  |  
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |        |  |   |         |  



Note: The sole purpose of Rural/Metro Inc. was to act as co-issuer of the Senior Subordinated Notes. Rural/Metro Inc. does not conduct any operations.



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##### Table of Contents

RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED JUNE 30, 2007

(in thousands)



|                                                                                  |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  
|--------------------------------------------------------------------------------- |  | ------ | -------------- | - | -------------------------------- | --------------- | --------------------------------- | - |  | ------------- | - |  | ------------ | ------- | - | --------------------------- | - | ------ | ------------ |  | - | ---------------------------------- | - |  | - | ------- | - |  | - | ------ | - |  | - | ------- | -
|                                                                                  |  | Parent |                |   | Senior SubordinatedNotes Issuers |                 | SeniorSubordinatedNotesGuarantors |   |  | Non-Guarantor |   |  | Eliminations |         |   | Rural/MetroLLCConsolidated |   |        | Eliminations |  |   | Rural/MetroCorporationConsolidated |  
|                                                                                  |  |        | Rural/MetroLLC |   |                                  | Rural/MetroInc. |                                   |   |  |               |   | 
|Cash flows from operating activities:                                             |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  
|Net loss                                                                          |  | $      | (1,009         | ) |                                  | $               | 6,967                             |   |  | $             |  |  | $            | 28,916  |   |                             | $ | 2,777  |              |  | $ | (31,693                            | ) |  | $ | 6,967   |   |  | $ | (6,967 | ) |  | $ | (1,009  | )
|Adjustments to reconcile net income to net cash provided by operating activities |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  
|Depreciation and amortization                                                     |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 12,130  |   |                             |   | 2      |              |  |   |                                   |   |  |   | 12,132  |   |  |   |       |   |  |   | 12,132  |  
|Non-cash adjustments to insurance claims reserves                                 |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (4,674  | ) |                             |   |       |              |  |   |                                   |   |  |   | (4,674  | ) |  |   |       |   |  |   | (4,674  | )
|Accretion of 12.75% Senior Discount Notes                                         |  |        | 7,784          |   |                                  |                 |                                  |   |  |               |  |  |              |        |   |                             |   |       |              |  |   |                                   |   |  |   |        |   |  |   |       |   |  |   | 7,784   |  
|Deferred income taxes                                                             |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 983     |   |                             |   |       |              |  |   |                                   |   |  |   | 983     |   |  |   |       |   |  |   | 983     |  
|Tax benefit from the exercise of stock options                                    |  |        | (327           | ) |                                  |                 |                                  |   |  |               |  |  |              |        |   |                             |   |       |              |  |   |                                   |   |  |   |        |   |  |   |       |   |  |   | (327    | )
|Amortization of deferred financing costs                                          |  |        | 197            |   |                                  |                 | 1,994                             |   |  |               |  |  |              |        |   |                             |   |       |              |  |   |                                   |   |  |   | 1,994   |   |  |   |       |   |  |   | 2,191   |  
|(Gain) on sale of property and equipment                                          |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (614    | ) |                             |   |       |              |  |   |                                   |   |  |   | (614    | ) |  |   |       |   |  |   | (614    | )
|Goodwill impairment                                                               |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 662     |   |                             |   |       |              |  |   |                                   |   |  |   | 662     |   |  |   |       |   |  |   | 662     |  
|Earnings of minority shareholder                                                  |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              |        |   |                             |   |       |              |  |   | 1,389                              |   |  |   | 1,389   |   |  |   |       |   |  |   | 1,389   |  
|Stock based compensation benefit                                                  |  |        | (7             | ) |                                  |                 |                                  |   |  |               |  |  |              |        |   |                             |   |       |              |  |   |                                   |   |  |   |        |   |  |   |       |   |  |   | (7      | )
|Changes in assets and liabilities                                                |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  
|Accounts receivable                                                               |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 6,227   |   |                             |   | (1,173 | )            |  |   |                                   |   |  |   | 5,054   |   |  |   |       |   |  |   | 5,054   |  
|Inventories                                                                       |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 46      |   |                             |   |       |              |  |   |                                   |   |  |   | 46      |   |  |   |       |   |  |   | 46      |  
|Prepaid expenses and other                                                        |  |        |               |   |                                  |                 | 71                                |   |  |               |  |  |              | (3,324  | ) |                             |   | 4      |              |  |   |                                   |   |  |   | (3,249  | ) |  |   |       |   |  |   | (3,249  | )
|Insurance deposits                                                                |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 974     |   |                             |   |       |              |  |   |                                   |   |  |   | 974     |   |  |   |       |   |  |   | 974     |  
|Other assets                                                                      |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 1,402   |   |                             |   |       |              |  |   |                                   |   |  |   | 1,402   |   |  |   |       |   |  |   | 1,402   |  
|Accounts payable                                                                  |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 1,577   |   |                             |   | 151    |              |  |   |                                   |   |  |   | 1,728   |   |  |   |       |   |  |   | 1,728   |  
|Accrued liabilities                                                               |  |        |               |   |                                  |                 | (101                              | ) |  |               |  |  |              | 2,958   |   |                             |   | 109    |              |  |   |                                   |   |  |   | 2,966   |   |  |   |       |   |  |   | 2,966   |  
|Deferred revenue                                                                  |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 515     |   |                             |   |       |              |  |   |                                   |   |  |   | 515     |   |  |   |       |   |  |   | 515     |  
|Other liabilities                                                                 |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 1,696   |   |                             |   |       |              |  |   |                                   |   |  |   | 1,696   |   |  |   |       |   |  |   | 1,696   |  
|                                                                                  |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  
|Net cash provided by operating activities                                         |  |        | 6,638          |   |                                  |                 | 8,931                             |   |  |               |  |  |              | 49,474  |   |                             |   | 1,870  |              |  |   | (30,304                            | ) |  |   | 29,971  |   |  |   | (6,967 | ) |  |   | 29,642  |  
|                                                                                  |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  
|Cash flows from investing activities:                                             |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  
|Purchases of short-term investments                                               |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (15,550 | ) |                             |   |       |              |  |   |                                   |   |  |   | (15,550 | ) |  |   |       |   |  |   | (15,550 | )
|Sales of short term investments                                                   |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 21,751  |   |                             |   |       |              |  |   |                                   |   |  |   | 21,751  |   |  |   |       |   |  |   | 21,751  |  
|Capital expenditures                                                              |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (13,249 | ) |                             |   |       |              |  |   |                                   |   |  |   | (13,249 | ) |  |   |       |   |  |   | (13,249 | )
|Proceeds from the sale of property and equipment                                  |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 777     |   |                             |   |       |              |  |   |                                   |   |  |   | 777     |   |  |   |       |   |  |   | 777     |  
|                                                                                  |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  
|Net cash used in investing activities                                             |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | (6,271  | ) |                             |   |       |              |  |   |                                   |   |  |   | (6,271  | ) |  |   |       |   |  |   | (6,271  | )
|                                                                                  |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |   |                             |   |        |              |  |   |                                    |   |  |   |         |   |  |   |        |   |  |   |         |  



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##### Table of Contents

RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS(Continued)

FOR THE YEAR ENDED JUNE 30, 2007

(in thousands)



|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |       |  |   |         |  
|------------------------------------------------ |  | ------ | -------------- | - | -------------------------------- | --------------- | --------------------------------- | - |  | ------------- | - |  | ------------ | ------- | --------------------------- |  | - | ------------ | - | ---------------------------------- | - | ------ |  | - | ------- | - |  | - | ----- |  | - | ------- | -
|                                                 |  | Parent |                |   | Senior SubordinatedNotes Issuers |                 | SeniorSubordinatedNotesGuarantors |   |  | Non-Guarantor |   |  | Eliminations |         | Rural/MetroLLCConsolidated |  |   | Eliminations |   | Rural/MetroCorporationConsolidated |  
|                                                 |  |        | Rural/MetroLLC |   |                                  | Rural/MetroInc. |                                   |   |  |               |   | 
|Cash flows from financing activities:            |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |       |  |   |         |  
|Repayment of debt                                |  |        |               |   |                                  |                 | (19,000                           | ) |  |               |  |  |              | (36     | )                           |  |   |             |   |                                    |   |       |  |   | (19,036 | ) |  |   |      |  |   | (19,036 | )
|Cash paid for debt issuance costs                |  |        |               |   |                                  |                 | (676                              | ) |  |               |  |  |              |        |                             |  |   |             |   |                                    |   |       |  |   | (676    | ) |  |   |      |  |   | (676    | )
|Tax benefit from the exercise of stock options   |  |        | 327            |   |                                  |                 |                                  |   |  |               |  |  |              |        |                             |  |   |             |   |                                    |   |       |  |   |        |   |  |   |      |  |   | 327     |  
|Issuance of common stock                         |  |        | 504            |   |                                  |                 |                                  |   |  |               |  |  |              |        |                             |  |   |             |   |                                    |   |       |  |   |        |   |  |   |      |  |   | 504     |  
|Distributions to minority shareholders           |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              |        |                             |  |   | (1,350       | ) |                                    |   |       |  |   | (1,350  | ) |  |   |      |  |   | (1,350  | )
|Distributions to Rural/Metro LLC                 |  |        |               |   |                                  |                 | 1,350                             |   |  |               |  |  |              |        |                             |  |   | (1,350       | ) |                                    |   |       |  |   |        |   |  |   |      |  |   |        |  
|Due to/from affiliates                           |  |        | (7,469         | ) |                                  |                 | 9,395                             |   |  |               |  |  |              | (39,493 | )                           |  |   | 296          |   |                                    |   | 30,304 |  |   | 502     |   |  |   | 6,967 |  |   |        |  
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |       |  |   |         |  
|Net cash used in financing activities            |  |        | (6,638         | ) |                                  |                 | (8,931                            | ) |  |               |  |  |              | (39,529 | )                           |  |   | (2,404       | ) |                                    |   | 30,304 |  |   | (20,560 | ) |  |   | 6,967 |  |   | (20,231 | )
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |       |  |   |         |  
|Increase (decrease) in cash and cash equivalents |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 3,674   |                             |  |   | (534         | ) |                                    |   |       |  |   | 3,140   |   |  |   |      |  |   | 3,140   |  
|Cash and cash equivalents, beginning of year     |  |        |               |   |                                  |                 |                                  |   |  |               |  |  |              | 1,891   |                             |  |   | 1,150        |   |                                    |   |       |  |   | 3,041   |   |  |   |      |  |   | 3,041   |  
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |       |  |   |         |  
|Cash and cash equivalents, end of year           |  | $      |               |   |                                  | $               |                                  |   |  | $             |  |  | $            | 5,565   |                             |  | $ | 616          |   |                                    | $ |       |  | $ | 6,181   |   |  | $ |      |  | $ | 6,181   |  
|                                                 |  |        |                |   |                                  |                 |                                   |   |  |               |   |  |              |         |                             |  |   |              |   |                                    |   |        |  |   |         |   |  |   |       |  |   |         |  



Note: The sole purpose of Rural/Metro Inc. was to act as co-issuer of the Senior Subordinated Notes. Rural/Metro Inc. does not conduct any operations.



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RURAL/METRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|(22) | Subsequent Events
|---- | -----------------

Evaluation Date

The Company has evaluated new information and events through September 9, 2009 to determine the need to either update these consolidated financial statements or to
provide disclosures about those events. Items for which disclosures were deemed necessary are listed below.

Employee Stock Based Grants

In August 2009, pursuant to the Companys 2008 Incentive Stock Plan, the Company granted 174,500 RSUs and 174,500 SARs to employees of the Company. Vesting of the
RSUs is based on continued service, certain performance metrics and a time based vesting schedule. Vesting of the SARs is based on continued service and a time based vesting schedule. The SARs expire seven years from the grant date.

Principal Payment under the Term Loan B Credit Facility

On
September 9, 2009, the Company through its wholly owned subsidiary, Rural/Metro LLC, made a $10.0 million principal payment on its Term Loan B. In connection with this payment, the Company wrote-off $0.1 million of deferred financing costs
during the first quarter of fiscal 2010.



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|ITEM 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------

Not applicable.



|ITEM 9A. | Controls and Procedures
|-------- | -----------------------

Evaluation of
Disclosure Controls and Procedures

Management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial
Officer, evaluated its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this Report (June 30,
2009). The Companys disclosure controls were designed to provide a reasonable assurance that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow
timely decisions regarding required disclosures. It should be noted that the design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, the controls have been designed to provide reasonable assurance of achieving the controls stated goals. Based upon this evaluation,
the Chief Executive Officer and the Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective to provide reasonable assurance as of June 30, 2009.

Managements Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

The Companys management assessed the effectiveness of its internal control over financial reporting
as of June 30, 2009. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission inInternal ControlIntegrated Framework(the COSO). Based on our
assessment using those criteria, our management concluded that our internal control over financial reporting was effective as of June 30, 2009.

The
effectiveness of the Companys internal control over financial reporting as of June 30, 2009 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Part
II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the last fiscal quarter that materially affected, or are reasonably likely to materially
affect our internal control over financial reporting.



|ITEM 9B. | Other Information
|-------- | -----------------

Not applicable.



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##### Table of Contents

PART III



|ITEM 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

The information required by Item 10 is incorporated herein by reference to the information responsive to this Item contained in the Companys definitive proxy statement for its 2009 Annual Meeting of
Stockholders.

Our website (www.shareholder.com/ruralmetro/downloads/Code_of_Business_Conduct.pdf) contains the Companys Code of Ethics and
Business Conduct (Code of Ethics), which is the Companys code of business conduct and ethics for its directors and employees, including the Chief Executive Officer and Chief Financial Officer. Any amendment to the Code of Ethics
will be posted on the Companys website.



|ITEM 11. | Executive Compensation
|-------- | ----------------------

The information
required by Item 11 is incorporated herein by reference to the information responsive to this Item contained in the Companys definitive proxy statement for its 2009 Annual Meeting of Stockholders.



|ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

The information required by Item 12 is incorporated herein by reference to the information responsive to this Item contained in the Companys definitive proxy
statement for its 2009 Annual Meeting of Stockholders.



|ITEM 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

The information required by Item 13 is incorporated herein by reference to the information responsive to this Item contained in the Companys definitive proxy statement for its 2009 Annual Meeting of
Stockholders.



|ITEM 14. | Principal Accounting Fees and Services
|-------- | --------------------------------------

The
information required by Item 14 is incorporated herein by reference to the information responsive to this Item appearing in the Companys definitive proxy statement for its 2009 Annual Meeting of Stockholders.



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PART IV



|ITEM 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------



|(a) | List of documents filed as a part of this Form 10-K:
|--- | ----------------------------------------------------



| | (1) | See the Consolidated Financial Statements included in Item 8 hereof.
| | --- | --------------------------------------------------------------------



|(b) | Exhibits
|--- | --------



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.1         |  | Second Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on January 18, 1995; as amended by the Amended and Restated Certificate of
Designation, Preferences and Rights of Series A Junior Participating Preferred Stock filed with the Secretary of State of Delaware on August 25, 2005; as amended by the Certificate of Designation, Preferences, and Rights of Series B Preferred Stock
filed with the Secretary of State of Delaware on September 26, 2002; as amended by the Certificate of Designation, Preferences, and Rights of Series C Preferred Stock filed with the Secretary of State of Delaware on September 26, 2003; as amended by
that Certificate of Amendment filed with the Secretary of State of Delaware on June 15, 2004; as amended by that Certificate of Amendment filed with the Secretary of State of Delaware on March 28, 2008; as amended by that Certificate of
Amendment filed with the Secretary of State of Delaware on December 18, 2008 (26)
|            | 
|3.2         |  | Fourth Amended and Restated Bylaws of the Registrant (21)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|4.1         |  | Specimen Certificate representing shares of Common Stock, par value $.01 per share (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 
|4.2         |  | Shareholder Rights Agreement, dated as of August 24, 2005, between Rural/Metro Corporation and Computershare Trust Company, Inc., as Rights Agent, which includes thereto the Form of Certificate
of Designation, Preferences and Rights, the Form of Rights Certificate and the Form of Summary of Rights (8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|4.2(a)      |  | Amendment No. 1 dated as of September 15, 2008 to the certain Stockholders Rights Agreement, dated as of August 24, 2005, between Rural/Metro Corporation and Computershare Trust Company,
N.A., as successor to Computershare Trust Company, Inc., as Rights Agent (24)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|4.2(b)      |  | Amendment No. 2 dated as of March 19, 2009 to that certain Rights Agreement, dated as of August 24, 2005, between Rural/Metro Corporation and Computershare Trust Company, N.A., as successor to
Computershare Trust Company, Inc., as Rights Agent (25)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|4.3         |  | Indenture, dated as of March 4, 2005, between Rural/Metro Corporation, as issuer, and Wells Fargo Bank, National Association as trustee (including form of notes) (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|4.4         |  | Indenture, dated as of March 4, 2005, among Rural/Metro Operating Company, LLC and Rural/Metro (Delaware) Inc., as issuers, Rural/Metro Corporation, as guarantor, the other guarantors party
thereto and Wells Fargo Bank, National Association, as trustee (including form of notes) (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|10.1        |  | Amended and Restated 1992 Stock Option Plan of Registrant, amended through October 15, 1998 (2)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|10.2        |  | Forms of Stock Option Agreements pursuant to the Amended and Restated 1992 Stock Option Plan of Registrant (2)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|10.3(a)     |  | 2000 Non-Qualified Stock Option Plan, adopted August 11, 2000 (3)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|10.3(b)     |  | First Amendment to the Rural/Metro Corporation 2000 Non-Qualified Stock Option Plan, dated November 9, 2007 (18)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|10.4(a)     |  | Change of Control Agreement by and between the Registrant and Jack E. Brucker, dated April 25, 2002 (5)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.4(b)     |  | Amendment No. 1 to Change in Control Agreement by and between the Registrant and Jack E. Brucker, dated February 8, 2008 (19)**                                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.5(a)     |  | Employment Agreement by and between the Registrant and Jack E. Brucker, effective January 1, 2005 (6)**                                                                                                                                                                                                                                                                                                                                                                            
|            | 
|10.5(b)     |  | Amendment No. 1 to Employment Agreement by and between the Registrant and Jack E. Brucker, effective February 8, 2008 (19)**                                                                                                                                                                                                                                                                                                                                                       
|            | 
|10.6        |  | Form of Indemnity Agreement by and between Registrant and each of its directors and Kristine B. Ponczak and Donna Berlinski (27)**                                                                                                                                                                                                                                                                                                                                                 
|            | 
|10.7        |  | Amended and Restated Employee Stock Ownership Plan and Trust of the Registrant, effective July 1, 1997 (2)**                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|10.8        |  | Retirement Savings Value Plan 401(k) of Registrant, as amended, dated July 1, 1990 (1)**                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|10.9        |  | Employee Stock Purchase Plan, as amended through November 20, 1997 (4)**                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|10.10       |  | Compensation Schedule for Non-Employee Directors of the Registrant effective April 1, 2008 (21)**                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|10.11(a)    |  | Management Incentive Program (effective commencing Fiscal 2008) (20)**                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.11(b)    |  | Management Incentive Program (effective commencing Fiscal 2009) (22)**                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.12       |  | Credit Agreement, dated as of March 4, 2005, with the Lenders party thereto, Citicorp North America, Inc., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and Citigroup
Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Lead Bookrunners (7)                                                                                                                                                                     
|            | 
|10.13       |  | Amendment No. 1 to Credit Agreement, dated as of March 4, 2005, with the Lenders party thereto, Citicorp North America, Inc., as Administrative Agent, JPMorgan Chase Bank, N.A., as
Syndication Agent, and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Lead Bookrunners (9)                                                                                                                                                  
|            | 
|10.14       |  | Employment Agreement by and between the Registrant and Kristine B. Ponczak, dated February 8, 2008 (19)**                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|10.15       |  | Amendment No. 2, dated as of December 27, 2005 to the Credit Agreement, dated as of March 4, 2005, among Rural/Metro Operating Company, LLC, as borrower; the lenders party thereto;
Citibank, N.A., as LC facility issuing bank; Citicorp North America, Inc., as administrative agent for the lenders; JPMorgan Chase Bank, N.A. as syndication agent; and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead
arrangers and joint lead bookrunners (10)
|            | 
|10.16       |  | Employment Agreement by and between the Registrant and Kurt Krumperman, dated March 21, 2006 (11)**                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|10.17       |  | Employment Agreement by and between the Registrant and Brian Allery, dated April 10, 2006 (11)**                                                                                                                                                                                                                                                                                                                                                                                   
|            | 
|10.18       |  | Amendment No. 3, dated as of May 5, 2006, to the Credit Agreement, dated as of March 4, 2005, among Rural/Metro Operating Company LLC, as borrower; the lenders party thereto; Citibank,
N.A., as LC facility issuing bank; Citicorp North America, Inc., as administrative agent for the lenders; JPMorgan Chase Bank, N.A., as syndication agent; and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc, as joint lead arrangers and
joint lead bookrunners (11)      
|            | 
|10.19       |  | Employment Agreement by and between the Registrant and Gregory A. Barber, dated June 1, 2006 (12) **                                                                                                                                                                                                                                                                                                                                                                               



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.20       |  | Amendment No. 4, dated as of November 10, 2006, to the Credit Agreement, dated as of March 4, 2005, among Rural/Metro Operating Company LLC, as borrower; the lenders party thereto;
Citibank, N.A., as LC facility issuing bank; Citicorp North America, Inc., as administrative agent for the lenders; JPMorgan Chase Bank, N.A., as syndication agent; and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc, as joint lead
arrangers and joint lead bookrunners (13)
|            | 
|10.21       |  | Amendment No. 5, dated as of January 18, 2007, to the Credit Agreement, dated as of March 4, 2005, among Rural/Metro Operating Company LLC, as borrower; the lenders party thereto; Citibank,
N.A., as LC facility issuing bank; Citicorp North America, Inc., as administrative agent for the lenders; JPMorgan Chase Bank, N.A., as syndication agent; and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc, as joint lead arrangers and
joint lead bookrunners (14) 
|            | 
|10.22       |  | Waiver No. 1, dated as of March 13, 2007, to the Credit Agreement, dated as of March 4, 2005, among Rural/Metro Operating Company LLC, as borrower; the lenders party thereto; Citibank,
N.A., as LC facility issuing bank; Citicorp North America, Inc., as administrative agent for the lenders; JPMorgan Chase Bank, N.A., as syndication agent; and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc, as joint lead arrangers and
joint lead bookrunners (15)      
|            | 
|10.23(a)    |  | Change of Control Agreement by and between the Registrant and Kristine A. Beian-Ponczak, dated March 22, 2007 (16)**                                                                                                                                                                                                                                                                                                                                                               
|            | 
|10.23(b)    |  | Amendment No. 1 to Change in Control Agreement by and between the Registrant and Kristine B. Ponczak, dated February 8, 2008 (19)**                                                                                                                                                                                                                                                                                                                                                
|            | 
|10.24       |  | Amendment No. 6 and Waiver No. 2 dated as of October 11, 2007, to the Credit Agreement, dated as of March 4, 2005, among Rural/Metro Operating Company LLC, as borrower; the lenders party
thereto; Citibank, N.A., as LC facility issuing bank; Citicorp North America, Inc., as administrative agent for the lenders; JPMorgan Chase Bank, N.A., as syndication agent; and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. as joint
lead bookrunners (17)          
|            | 
|10.25       |  | Settlement Agreement, dated January 25, 2008, by and among Accipiter Life Sciences Fund, LP, Accipiter Life Sciences Fund II, LP, Accipiter Life Sciences Fund (Offshore), Ltd., Accipiter Life
Sciences Fund II (Offshore), Ltd., Accipiter Life Sciences Fund II (QP), LP, Accipiter Capital Management, LLC, Candens Capital, LLC, Gabe Hoffman, Eugene I. Davis, Earl P. Holland and Rural/Metro Corporation (23)                                                              
|            | 
|10.26       |  | 2008 Incentive Stock Plan (21)**                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 
|10.27(a)    |  | Form of Restricted Stock Unit AgreementStock-Settled Only, for Employees (with Performance-Based Vesting) (21)**                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|10.27(b)    |  | Form of Stock Appreciation Rights AgreementStock-Settled Only (with Time-Based Vesting) (21)**                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.27(c)    |  | Form of Restricted Stock Unit AgreementStock-Settled Only, for Eligible Directors (with Time-Based Vesting) (21)**                                                                                                                                                                                                                                                                                                                                                                
|            | 
|21          |  | Subsidiaries of Registrant*                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|23.1        |  | Consent of PricewaterhouseCoopers LLP*                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|31.1        |  | Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended*                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|31.2        |  | Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended*                                                                                                                                                                                                                                                                                                                                                                             



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|            |  |                                                                                                                        
|----------- |  | -----------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                 
|32.1        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
|            | 
|32.2        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+



|* | Filed herewith.
|- | ---------------

|+ | Furnished but not filed.
|- | ------------------------

|** | Management contracts or compensatory plan or arrangement.
|-- | ---------------------------------------------------------

|(1) | Incorporated by reference to the Registration Statement on Form S-1 of the Registrant (Registration No. 33-63448) filed May 27, 1993 and declared effective July 15,
1993.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on or about November 10, 1998.
|--- | ----------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the Registrants Form S-8 Registration Statement filed with the Commission on October 31, 2000.
|--- | ----------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to the Registrants Form S-8 Registration Statement filed with the Commission on May 22, 2001.
|--- | ------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on February 14, 2003.
|--- | -------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on February 14, 2005.
|--- | -------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to the Registrants Form 8-K/A filed with the Commission on March 11, 2005.
|--- | -----------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to the Registrants Form 8-A/A filed with the Commission on August 29, 2005.
|--- | ------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference to the Registrants Form 10-K filed with the Commission on September 28, 2005.
|--- | --------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on December 28, 2005.
|---- | ------------------------------------------------------------------------------------------------------

|(11) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on May 10, 2006.
|---- | --------------------------------------------------------------------------------------------------

|(12) | Incorporated by reference to the Registrants Form 10-K filed with the Commission on September 22, 2006.
|---- | --------------------------------------------------------------------------------------------------------

|(13) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on November 14, 2006.
|---- | -------------------------------------------------------------------------------------------------------

|(14) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on January 23, 2007.
|---- | -----------------------------------------------------------------------------------------------------

|(15) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on March 19, 2007.
|---- | ---------------------------------------------------------------------------------------------------

|(16) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on March 23, 2007.
|---- | ----------------------------------------------------------------------------------------------------

|(17) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on October 17, 2007.
|---- | -----------------------------------------------------------------------------------------------------

|(18) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on November 14, 2007.
|---- | -------------------------------------------------------------------------------------------------------

|(19) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on February 11, 2008.
|---- | -------------------------------------------------------------------------------------------------------

|(20) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on June 13, 2007.
|---- | --------------------------------------------------------------------------------------------------

|(21) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on March 31, 2008.
|---- | ---------------------------------------------------------------------------------------------------

|(22) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on August 13, 2008.
|---- | ----------------------------------------------------------------------------------------------------

|(23) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on January 29, 2008.
|---- | -----------------------------------------------------------------------------------------------------

|(24) | Incorporated by reference to the Registrants Form 8-A/A filed with the Commission on September 18, 2008.
|---- | ---------------------------------------------------------------------------------------------------------

|(25) | Incorporated by reference to the Registrants Form 8-A/A filed with the Commission of March 19, 2009.
|---- | -----------------------------------------------------------------------------------------------------

|(26) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on February 9, 2008.
|---- | ------------------------------------------------------------------------------------------------------

|(27) | Incorporated by reference to the Registrants Form 10-K filed with the Commission on September 15, 2008.
|---- | --------------------------------------------------------------------------------------------------------



122



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##### Table of Contents

SIGNATURES

Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



RURAL/METRO CORPORATIONBy:

/s/    JACK E. BRUCKERJack E. Brucker President and Chief Executive Officer


September 9, 2009

Pursuant to the requirements of the Securities Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.



|                                                           |  |                                                                                            |  |                  
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | -----------------
|Signature                                                  |  | Title                                                                                      |  | Date             
|                                                           |  |                                                                                           
|/s/    CONRAD A.
CONRAD Conrad A. Conrad                   |  | Chairman of the Board of Directors                                                         |  | September 9, 2009
|                                                           |  |                                                                                           
|/s/    EUGENE I.
DAVIS Eugene I. Davis                     |  | Director                                                                                   |  | September 9, 2009
|                                                           |  |                                                                                           
|/s/    EARL P.
HOLLAND Earl P. Holland                     |  | Director                                                                                   |  | September 9, 2009
|                                                           |  |                                                                                           
|/s/    CHRISTOPHER S.
SHACKELTON Christopher S. Shackelton |  | Director                                                                                   |  | September 9, 2009
|                                                           |  |                                                                                           
|/s/    HENRY G.
WALKER Henry G. Walker                     |  | Director                                                                                   |  | September 9, 2009
|                                                           |  |                                                                                           
|/s/    ROBERT E.
WILSON Robert E. Wilson                   |  | Director                                                                                   |  | September 9, 2009
|                                                           |  |                                                                                           
|/s/    JACK E.
BRUCKER Jack E. Brucker                     |  | President, Chief Executive Officer and Director (Principal Executive Officer)              |  | September 9, 2009
|                                                           |  |                                                                                           
|/s/    KRISTINE B.
PONCZAK Kristine B. Ponczak             |  | Senior Vice President, Secretary and Chief Financial Officer (Principal Financial Officer) |  | September 9, 2009
|                                                           |  |                                                                                           
|/s/    DONNA
BERLINSKI Donna Berlinski                     |  | Vice President and Corporate Controller (Principal Accounting Officer)                     |  | September 9, 2009



123



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##### Table of Contents

EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.1         |  | Second Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on January 18, 1995; as amended by the Amended and Restated Certificate of
Designation, Preferences and Rights of Series A Junior Participating Preferred Stock filed with the Secretary of State of Delaware on August 25, 2005; as amended by the Certificate of Designation, Preferences, and Rights of Series B Preferred Stock
filed with the Secretary of State of Delaware on September 26, 2002; as amended by the Certificate of Designation, Preferences, and Rights of Series C Preferred Stock filed with the Secretary of State of Delaware on September 26, 2003; as amended by
that Certificate of Amendment filed with the Secretary of State of Delaware on June 15, 2004; as amended by that Certificate of Amendment filed with the Secretary of State of Delaware on March 28, 2008; as amended by that Certificate of
Amendment filed with the Secretary of State of Delaware on December 18, 2008 (26)
|            | 
|3.2         |  | Fourth Amended and Restated Bylaws of the Registrant (21)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|4.1         |  | Specimen Certificate representing shares of Common Stock, par value $.01 per share (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 
|4.2         |  | Shareholder Rights Agreement, dated as of August 24, 2005, between Rural/Metro Corporation and Computershare Trust Company, Inc., as Rights Agent, which includes thereto the Form of Certificate
of Designation, Preferences and Rights, the Form of Rights Certificate and the Form of Summary of Rights (8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|4.2(a)      |  | Amendment No. 1 dated as of September 15, 2008 to the certain Stockholders Rights Agreement, dated as of August 24, 2005, between Rural/Metro Corporation and Computershare Trust Company,
N.A., as successor to Computershare Trust Company, Inc., as Rights Agent (24)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|4.2(b)      |  | Amendment No. 2 dated as of March 19, 2009 to that certain Rights Agreement, dated as of August 24, 2005, between Rural/Metro Corporation and Computershare Trust Company, N.A., as successor to
Computershare Trust Company, Inc., as Rights Agent (25)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|4.3         |  | Indenture, dated as of March 4, 2005, between Rural/Metro Corporation, as issuer, and Wells Fargo Bank, National Association as trustee (including form of notes) (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|4.4         |  | Indenture, dated as of March 4, 2005, among Rural/Metro Operating Company, LLC and Rural/Metro (Delaware) Inc., as issuers, Rural/Metro Corporation, as guarantor, the other guarantors party
thereto and Wells Fargo Bank, National Association, as trustee (including form of notes) (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|10.1        |  | Amended and Restated 1992 Stock Option Plan of Registrant, amended through October 15, 1998 (2)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|10.2        |  | Forms of Stock Option Agreements pursuant to the Amended and Restated 1992 Stock Option Plan of Registrant (2)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|10.3(a)     |  | 2000 Non-Qualified Stock Option Plan, adopted August 11, 2000 (3)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|10.3(b)     |  | First Amendment to the Rural/Metro Corporation 2000 Non-Qualified Stock Option Plan, dated November 9, 2007 (18)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|10.4(a)     |  | Change of Control Agreement by and between the Registrant and Jack E. Brucker, dated April 25, 2002 (5)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|10.4(b)     |  | Amendment No. 1 to Change in Control Agreement by and between the Registrant and Jack E. Brucker, dated February 8, 2008 (19)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|10.5(a)     |  | Employment Agreement by and between the Registrant and Jack E. Brucker, effective January 1, 2005 (6)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|10.5(b)     |  | Amendment No. 1 to Employment Agreement by and between the Registrant and Jack E. Brucker, effective February 8, 2008 (19)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



---

##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.6        |  | Form of Indemnity Agreement by and between Registrant and each of its directors and Kristine B. Ponczak and Donna Berlinski (27)**                                                                                                                                                                                                                                                                                                                                                 
|            | 
|10.7        |  | Amended and Restated Employee Stock Ownership Plan and Trust of the Registrant, effective July 1, 1997 (2)**                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|10.8        |  | Retirement Savings Value Plan 401(k) of Registrant, as amended, dated July 1, 1990 (1)**                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|10.9        |  | Employee Stock Purchase Plan, as amended through November 20, 1997 (4)**                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|10.10       |  | Compensation Schedule for Non-Employee Directors of the Registrant effective April 1, 2008 (21)**                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|10.11(a)    |  | Management Incentive Program (effective commencing Fiscal 2008) (20)**                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.11(b)    |  | Management Incentive Program (effective commencing Fiscal 2009) (22)**                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.12       |  | Credit Agreement, dated as of March 4, 2005, with the Lenders party thereto, Citicorp North America, Inc., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and Citigroup
Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Lead Bookrunners (7)                                                                                                                                                                     
|            | 
|10.13       |  | Amendment No. 1 to Credit Agreement, dated as of March 4, 2005, with the Lenders party thereto, Citicorp North America, Inc., as Administrative Agent, JPMorgan Chase Bank, N.A., as
Syndication Agent, and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Lead Bookrunners (9)                                                                                                                                                  
|            | 
|10.14       |  | Employment Agreement by and between the Registrant and Kristine B. Ponczak, dated February 8, 2008 (19)**                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|10.15       |  | Amendment No. 2, dated as of December 27, 2005 to the Credit Agreement, dated as of March 4, 2005, among Rural/Metro Operating Company, LLC, as borrower; the lenders party thereto;
Citibank, N.A., as LC facility issuing bank; Citicorp North America, Inc., as administrative agent for the lenders; JPMorgan Chase Bank, N.A. as syndication agent; and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead
arrangers and joint lead bookrunners (10)
|            | 
|10.16       |  | Employment Agreement by and between the Registrant and Kurt Krumperman, dated March 21, 2006 (11)**                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|10.17       |  | Employment Agreement by and between the Registrant and Brian Allery, dated April 10, 2006 (11)**                                                                                                                                                                                                                                                                                                                                                                                   
|            | 
|10.18       |  | Amendment No. 3, dated as of May 5, 2006, to the Credit Agreement, dated as of March 4, 2005, among Rural/Metro Operating Company LLC, as borrower; the lenders party thereto; Citibank,
N.A., as LC facility issuing bank; Citicorp North America, Inc., as administrative agent for the lenders; JPMorgan Chase Bank, N.A., as syndication agent; and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc, as joint lead arrangers and
joint lead bookrunners (11)      
|            | 
|10.19       |  | Employment Agreement by and between the Registrant and Gregory A. Barber, dated June 1, 2006 (12) **                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|10.20       |  | Amendment No. 4, dated as of November 10, 2006, to the Credit Agreement, dated as of March 4, 2005, among Rural/Metro Operating Company LLC, as borrower; the lenders party thereto;
Citibank, N.A., as LC facility issuing bank; Citicorp North America, Inc., as administrative agent for the lenders; JPMorgan Chase Bank, N.A., as syndication agent; and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc, as joint lead
arrangers and joint lead bookrunners (13)
|            | 
|10.21       |  | Amendment No. 5, dated as of January 18, 2007, to the Credit Agreement, dated as of March 4, 2005, among Rural/Metro Operating Company LLC, as borrower; the lenders party thereto; Citibank,
N.A., as LC facility issuing bank; Citicorp North America, Inc., as administrative agent for the lenders; JPMorgan Chase Bank, N.A., as syndication agent; and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc, as joint lead arrangers and
joint lead bookrunners (14) 



---

##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.22       |  | Waiver No. 1, dated as of March 13, 2007, to the Credit Agreement, dated as of March 4, 2005, among Rural/Metro Operating Company LLC, as borrower; the lenders party thereto; Citibank,
N.A., as LC facility issuing bank; Citicorp North America, Inc., as administrative agent for the lenders; JPMorgan Chase Bank, N.A., as syndication agent; and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc, as joint lead arrangers and
joint lead bookrunners (15)
|            | 
|10.23(a)    |  | Change of Control Agreement by and between the Registrant and Kristine A. Beian-Ponczak, dated March 22, 2007 (16)**                                                                                                                                                                                                                                                                                                                                                         
|            | 
|10.23(b)    |  | Amendment No. 1 to Change in Control Agreement by and between the Registrant and Kristine B. Ponczak, dated February 8, 2008 (19)**                                                                                                                                                                                                                                                                                                                                          
|            | 
|10.24       |  | Amendment No. 6 and Waiver No. 2 dated as of October 11, 2007, to the Credit Agreement, dated as of March 4, 2005, among Rural/Metro Operating Company LLC, as borrower; the lenders party
thereto; Citibank, N.A., as LC facility issuing bank; Citicorp North America, Inc., as administrative agent for the lenders; JPMorgan Chase Bank, N.A., as syndication agent; and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. as joint
lead bookrunners (17)    
|            | 
|10.25       |  | Settlement Agreement, dated January 25, 2008, by and among Accipiter Life Sciences Fund, LP, Accipiter Life Sciences Fund II, LP, Accipiter Life Sciences Fund (Offshore), Ltd., Accipiter Life
Sciences Fund II (Offshore), Ltd., Accipiter Life Sciences Fund II (QP), LP, Accipiter Capital Management, LLC, Candens Capital, LLC, Gabe Hoffman, Eugene I. Davis, Earl P. Holland and Rural/Metro Corporation (23)                                                        
|            | 
|10.26       |  | 2008 Incentive Stock Plan (21)**                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.27(a)    |  | Form of Restricted Stock Unit AgreementStock-Settled Only, for Employees (with Performance-Based Vesting) (21)**                                                                                                                                                                                                                                                                                                                                                            
|            | 
|10.27(b)    |  | Form of Stock Appreciation Rights AgreementStock-Settled Only (with Time-Based Vesting) (21)**                                                                                                                                                                                                                                                                                                                                                                              
|            | 
|10.27(c)    |  | Form of Restricted Stock Unit AgreementStock-Settled Only, for Eligible Directors (with Time-Based Vesting) (21)**                                                                                                                                                                                                                                                                                                                                                          
|            | 
|21          |  | Subsidiaries of Registrant*                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|23.1        |  | Consent of PricewaterhouseCoopers LLP*                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|31.1        |  | Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended*                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|31.2        |  | Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended*                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|32.1        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+                                                                                                                                                                                                                                                                                                                                                      
|            | 
|32.2        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+                                                                                                                                                                                                                                                                                                                                                      



|* | Filed herewith.
|- | ---------------

|+ | Furnished but not filed.
|- | ------------------------

|** | Management contracts or compensatory plan or arrangement.
|-- | ---------------------------------------------------------

|(1) | Incorporated by reference to the Registration Statement on Form S-1 of the Registrant (Registration No. 33-63448) filed May 27, 1993 and declared effective July 15,
1993.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on or about November 10, 1998.
|--- | ----------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the Registrants Form S-8 Registration Statement filed with the Commission on October 31, 2000.
|--- | ----------------------------------------------------------------------------------------------------------------------------



---

##### Table of Contents

|(4) | Incorporated by reference to the Registrants Form S-8 Registration Statement filed with the Commission on May 22, 2001.
|--- | ------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on February 14, 2003.
|--- | -------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on February 14, 2005.
|--- | -------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to the Registrants Form 8-K/A filed with the Commission on March 11, 2005.
|--- | -----------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to the Registrants Form 8-A/A filed with the Commission on August 29, 2005.
|--- | ------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference to the Registrants Form 10-K filed with the Commission on September 28, 2005.
|--- | --------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on December 28, 2005.
|---- | ------------------------------------------------------------------------------------------------------

|(11) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on May 10, 2006.
|---- | --------------------------------------------------------------------------------------------------

|(12) | Incorporated by reference to the Registrants Form 10-K filed with the Commission on September 22, 2006.
|---- | --------------------------------------------------------------------------------------------------------

|(13) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on November 14, 2006.
|---- | -------------------------------------------------------------------------------------------------------

|(14) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on January 23, 2007.
|---- | -----------------------------------------------------------------------------------------------------

|(15) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on March 19, 2007.
|---- | ---------------------------------------------------------------------------------------------------

|(16) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on March 23, 2007.
|---- | ----------------------------------------------------------------------------------------------------

|(17) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on October 17, 2007.
|---- | -----------------------------------------------------------------------------------------------------

|(18) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on November 14, 2007.
|---- | -------------------------------------------------------------------------------------------------------

|(19) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on February 11, 2008.
|---- | -------------------------------------------------------------------------------------------------------

|(20) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on June 13, 2007.
|---- | --------------------------------------------------------------------------------------------------

|(21) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on March 31, 2008.
|---- | ---------------------------------------------------------------------------------------------------

|(22) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on August 13, 2008.
|---- | ----------------------------------------------------------------------------------------------------

|(23) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on January 29, 2008.
|---- | -----------------------------------------------------------------------------------------------------

|(24) | Incorporated by reference to the Registrants Form 8-A/A filed with the Commission on September 18, 2008.
|---- | ---------------------------------------------------------------------------------------------------------

|(25) | Incorporated by reference to the Registrants Form 8-A/A filed with the Commission of March 19, 2009.
|---- | -----------------------------------------------------------------------------------------------------

|(26) | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on February 9, 2008.
|---- | ------------------------------------------------------------------------------------------------------

|(27) | Incorporated by reference to the Registrants Form 10-K filed with the Commission on September 15, 2008.
|---- | --------------------------------------------------------------------------------------------------------