##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)



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

For the quarterly period ended March 31, 2006

Or



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

For the transition period from  to

Commission
file numbers:

001-32701

333-127115



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LOGO

EMERGENCY MEDICAL SERVICES CORPORATION

EMERGENCY MEDICAL SERVICES L.P.

(Exact name of Registrants as Specified in
their Charters)



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

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



---

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 is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

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

Shares of class A common stock outstanding at May 2, 2006  9,247,200; shares of class B common stock outstanding at May 2, 2006  142,545; LP exchangeable units outstanding at May 2,
2006  32,107,500.



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##### Table of Contents

EMERGENCY MEDICAL SERVICES CORPORATION

INDEX TO QUARTERLY REPORT

ON FORM 10-Q

FOR THE THREE MONTHS ENDED

MARCH 31, 2006



|              |  |                                                                                       |  |     
|------------- |  | ------------------------------------------------------------------------------------- |  | ----
|              |  |                                                                                       |  | Page
|Part 1.       |  | Financial Information                                                                 |  | 3   
|              |  |                                                                                      
|Item 1.       |  | Financial Statements (Unaudited):                                                     |  | 3   
|              |  |                                                                                      
|              |  | Statements of Operations                                                              |  | 3   
|              |  |                                                                                      
|              |  | Consolidated Balance Sheets                                                           |  | 4   
|              |  |                                                                                      
|              |  | Statements of Cash Flows                                                              |  | 5   
|              |  |                                                                                      
|              |  | Notes to Financial Statements                                                         |  | 6   
|              |  |                                                                                      
|Item 2.       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 17  
|              |  |                                                                                      
|Item 3.       |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 25  
|              |  |                                                                                      
|Item 4.       |  | Controls and Procedures                                                               |  | 26  
|              |  |                                                                                      
|Part II.      |  | Other Information                                                                     |  | 27  
|              |  |                                                                                      
|Item 1.       |  | Legal Proceedings                                                                     |  | 27  
|              |  |                                                                                      
|Item 6.       |  | Exhibits                                                                              |  | 27  
|              | 
|Signatures    |  | 28                                                                                   
|              | 
|Exhibit Index |  | 29                                                                                   



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##### Table of Contents

|I
TEM 1. | FINANCIAL STATEMENTS (UNAUDITED)
|-------- | --------------------------------

Emergency Medical Services Corporation

Statements of Operations and Comprehensive Income (Loss)

(unaudited)

(in
thousands, except share and per share data)



|                                                                                      |  |                                            |            |   |                                          |   |            |   |  |                                                  |  |   |         |  
|------------------------------------------------------------------------------------- |  | ------------------------------------------ | ---------- | - | ---------------------------------------- | - | ---------- | - |  | ------------------------------------------------ |  | - | ------- | -
|                                                                                      |  | Consolidatedthree monthsendedMarch 31,2006 |            |   | Consolidatedtwo monthsendedMarch 31,2005 |   |            |   |  | Predecessorcombinedone monthendedJanuary 31,2005 | 
|Net revenue                                                                           |  | $                                          | 469,124    |   |                                          | $ | 286,389    |   |  |                                                  |  | $ | 143,069 |  
|                                                                                      |  |                                            |            |   |                                          |   |            |   |  |                                                  |  |   |         |  
|Compensation and benefits                                                             |  |                                            | 326,047    |   |                                          |   | 195,690    |   |  |                                                  |  |   | 103,191 |  
|Operating expenses                                                                    |  |                                            | 66,454     |   |                                          |   | 39,170     |   |  |                                                  |  |   | 18,469  |  
|Insurance expense                                                                     |  |                                            | 22,907     |   |                                          |   | 16,907     |   |  |                                                  |  |   | 7,768   |  
|Selling, general and administrative expenses                                          |  |                                            | 14,839     |   |                                          |   | 8,679      |   |  |                                                  |  |   | 4,283   |  
|Laidlaw compensation charges                                                          |  |                                            |           |   |                                          |   |           |   |  |                                                  |  |   | 14,440  |  
|Depreciation and amortization expense                                                 |  |                                            | 15,844     |   |                                          |   | 8,896      |   |  |                                                  |  |   | 3,894   |  
|                                                                                      |  |                                            |            |   |                                          |   |            |   |  |                                                  |  |   |         |  
|Income (loss) from operations                                                         |  |                                            | 23,033     |   |                                          |   | 17,047     |   |  |                                                  |  |   | (8,976  | )
|Interest expense                                                                      |  |                                            | (11,292    | ) |                                          |   | (9,824     | ) |  |                                                  |  |   | (1,169  | )
|Realized (loss) gain on investments                                                   |  |                                            | (219       | ) |                                          |   | (39        | ) |  |                                                  |  |   | 13      |  
|Interest and other income (expense)                                                   |  |                                            | 352        |   |                                          |   | 13         |   |  |                                                  |  |   | (4      | )
|                                                                                      |  |                                            |            |   |                                          |   |            |   |  |                                                  |  |   |         |  
|Income (loss) before income taxes and equity in earnings of unconsolidated subsidiary |  |                                            | 11,874     |   |                                          |   | 7,197      |   |  |                                                  |  |   | (10,136 | )
|Income tax (expense) benefit                                                          |  |                                            | (4,628     | ) |                                          |   | (2,662     | ) |  |                                                  |  |   | 4,060   |  
|                                                                                      |  |                                            |            |   |                                          |   |            |   |  |                                                  |  |   |         |  
|Income (loss) before equity in earnings of unconsolidated subsidiary                  |  |                                            | 7,246      |   |                                          |   | 4,535      |   |  |                                                  |  |   | (6,076  | )
|Equity in earnings of unconsolidated subsidiary                                       |  |                                            | 15         |   |                                          |   |           |   |  |                                                  |  |   |        |  
|                                                                                      |  |                                            |            |   |                                          |   |            |   |  |                                                  |  |   |         |  
|Net income (loss)                                                                     |  |                                            | 7,261      |   |                                          |   | 4,535      |   |  |                                                  |  |   | (6,076  | )
|Other comprehensive income (loss), net of tax:                                        |  |                                            |            |   |                                          |   |            |   |  |                                                  |  |   |         |  
|Unrealized holding (losses) gains during the period                                   |  |                                            | (570       | ) |                                          |   | (318       | ) |  |                                                  |  |   | 321     |  
|                                                                                      |  |                                            |            |   |                                          |   |            |   |  |                                                  |  |   |         |  
|Comprehensive income (loss)                                                           |  | $                                          | 6,691      |   |                                          | $ | 4,217      |   |  |                                                  |  | $ | (5,755  | )
|                                                                                      |  |                                            |            |   |                                          |   |            |   |  |                                                  |  |   |         |  
|Basic net income per common share                                                     |  | $                                          | 0.17       |   |                                          | $ | 0.14       |   |  |                                                  |  |   |         |  
|Diluted net income per common share                                                   |  | $                                          | 0.17       |   |                                          | $ | 0.14       |   |  |                                                  |  |   |         |  
|Average common shares outstanding, basic                                              |  |                                            | 41,497,230 |   |                                          |   | 33,020,229 |   |  |                                                  |  |   |         |  
|Average common shares outstanding, diluted                                            |  |                                            | 42,397,898 |   |                                          |   | 33,166,789 |   |  |                                                  |  |   |         |  

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



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##### Table of Contents

Emergency Medical Services Corporation

Consolidated Balance Sheets

(in thousands, except share and per share data)



|                                                                                                 |  |                |           |   |                   |   |           |  
|------------------------------------------------------------------------------------------------ |  | -------------- | --------- | - | ----------------- | - | --------- | -
|                                                                                                 |  | March 31, 2006 |           |   | December 31, 2005 |  
|                                                                                                 |  | (unaudited)    |           |   |                   |  
|Assets                                                                                           |  |                |           |   |                   |   |           |  
|Current assets:                                                                                  |  |                |           |   |                   |   |           |  
|Cash and cash equivalents                                                                        |  | $              | 38,841    |   |                   | $ | 18,048    |  
|Insurance collateral                                                                             |  |                | 42,534    |   |                   |   | 29,766    |  
|Trade and other accounts receivable, net                                                         |  |                | 391,206   |   |                   |   | 411,184   |  
|Parts and supplies inventory                                                                     |  |                | 18,526    |   |                   |   | 18,449    |  
|Prepaids and other current assets                                                                |  |                | 25,025    |   |                   |   | 14,413    |  
|Current deferred tax assets                                                                      |  |                | 16,639    |   |                   |   | 23,436    |  
|                                                                                                 |  |                |           |   |                   |   |           |  
|Total current assets                                                                             |  |                | 532,771   |   |                   |   | 515,296   |  
|                                                                                                 |  |                |           |   |                   |   |           |  
|Property, plant and equipment, net                                                               |  |                | 139,781   |   |                   |   | 138,037   |  
|Intangible assets, net                                                                           |  |                | 75,003    |   |                   |   | 78,183    |  
|Deferred tax assets                                                                              |  |                | 120,961   |   |                   |   | 118,408   |  
|Insurance collateral, less current portion                                                       |  |                | 124,690   |   |                   |   | 131,907   |  
|Goodwill                                                                                         |  |                | 251,168   |   |                   |   | 251,168   |  
|Other long-term assets                                                                           |  |                | 33,777    |   |                   |   | 34,029    |  
|                                                                                                 |  |                |           |   |                   |   |           |  
|Total assets                                                                                     |  | $              | 1,278,151 |   |                   | $ | 1,267,028 |  
|                                                                                                 |  |                |           |   |                   |   |           |  
|Liabilities and Equity                                                                           |  |                |           |   |                   |   |           |  
|Current liabilities:                                                                             |  |                |           |   |                   |   |           |  
|Accounts payable                                                                                 |  | $              | 59,560    |   |                   | $ | 56,290    |  
|Accrued liabilities                                                                              |  |                | 215,597   |   |                   |   | 214,481   |  
|Current portion of long-term debt                                                                |  |                | 5,318     |   |                   |   | 6,664     |  
|                                                                                                 |  |                |           |   |                   |   |           |  
|Total current liabilities                                                                        |  |                | 280,475   |   |                   |   | 277,435   |  
|Long-term debt                                                                                   |  |                | 494,880   |   |                   |   | 495,520   |  
|Other long-term liabilities                                                                      |  |                | 150,821   |   |                   |   | 149,089   |  
|                                                                                                 |  |                |           |   |                   |   |           |  
|Total liabilities                                                                                |  |                | 926,176   |   |                   |   | 922,044   |  
|                                                                                                 |  |                |           |   |                   |   |           |  
|Equity                                                                                           |  |                |           |   |                   |   |           |  
|Preferred stock ($0.01 par value; 20,000,000 authorized, none issued and outstanding)            |  |                |          |   |                   |   |          |  
|Class A common stock ($0.01 par value; 100,000,000 authorized, 9,248,325 issued and outstanding) |  |                | 92        |   |                   |   | 92        |  
|Class B common stock ($0.01 par value; 40,000,000 authorized, 142,545 issued and outstanding)    |  |                | 1         |   |                   |   | 1         |  
|Class B special voting stock ($0.01 par value; 1 authorized, 1 issued and outstanding)           |  |                |          |   |                   |   |          |  
|LP exchangeable units (32,107,500 issued and outstanding)                                        |  |                | 212,361   |   |                   |   | 212,361   |  
|Additional paid-in capital                                                                       |  |                | 113,237   |   |                   |   | 112,937   |  
|Retained earnings                                                                                |  |                | 27,328    |   |                   |   | 20,067    |  
|Accumulated other comprehensive loss                                                             |  |                | (1,044    | ) |                   |   | (474      | )
|                                                                                                 |  |                |           |   |                   |   |           |  
|Total equity                                                                                     |  |                | 351,975   |   |                   |   | 344,984   |  
|                                                                                                 |  |                |           |   |                   |   |           |  
|Total liabilities and equity                                                                     |  | $              | 1,278,151 |   |                   | $ | 1,267,028 |  
|                                                                                                 |  |                |           |   |                   |   |           |  

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



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##### Table of Contents

Emergency Medical Services Corporation

Statements of Cash Flows

(unaudited)

(in thousands)



|                                                                                                  |  |                                            |         |   |                                          |   |          |   |  |                                                  |  |   |         |  
|------------------------------------------------------------------------------------------------- |  | ------------------------------------------ | ------- | - | ---------------------------------------- | - | -------- | - |  | ------------------------------------------------ |  | - | ------- | -
|                                                                                                  |  | Consolidatedthree monthsendedMarch 31,2006 |         |   | Consolidatedtwo monthsendedMarch 31,2005 |   |          |   |  | Predecessorcombinedone monthendedJanuary 31,2005 | 
|Cash Flows from Operating Activities                                                              |  |                                            |         |   |                                          |   |          |   |  |                                                  |  |   |         |  
|Net income (loss)                                                                                 |  | $                                          | 7,261   |   |                                          | $ | 4,535    |   |  |                                                  |  | $ | (6,076  | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities |  |                                            |         |   |                                          |   |          |   |  |                                                  |  |   |         |  
|Depreciation and amortization                                                                     |  |                                            | 16,387  |   |                                          |   | 9,456    |   |  |                                                  |  |   | 3,876   |  
|Gain on disposal of property, plant and equipment                                                 |  |                                            | (47     | ) |                                          |   | (274     | ) |  |                                                  |  |   | (25     | )
|Stock compensation expense                                                                        |  |                                            | 300     |   |                                          |   | 300      |   |  |                                                  |  |   |        |  
|Equity in earnings of unconsolidated subsidiary                                                   |  |                                            | (15     | ) |                                          |   |         |   |  |                                                  |  |   |        |  
|Non-cash Laidlaw compensation charge                                                              |  |                                            |        |   |                                          |   |         |   |  |                                                  |  |   | 14,440  |  
|Deferred income taxes                                                                             |  |                                            | 4,244   |   |                                          |   | 203      |   |  |                                                  |  |   | (4,060  | )
|Changes in operating assets/liabilities:                                                          |  |                                            |         |   |                                          |   |          |   |  |                                                  |  |   |         |  
|Trade and other accounts receivable                                                               |  |                                            | 19,978  |   |                                          |   | 16,177   |   |  |                                                  |  |   | (20,771 | )
|Parts and supplies inventory                                                                      |  |                                            | (77     | ) |                                          |   |         |   |  |                                                  |  |   |        |  
|Prepaids and other current assets                                                                 |  |                                            | (10,612 | ) |                                          |   | (2,439   | ) |  |                                                  |  |   | (6,194  | )
|Accounts payable and accrued liabilities                                                          |  |                                            | (8,102  | ) |                                          |   | 14,308   |   |  |                                                  |  |   | 12,358  |  
|Insurance accruals                                                                                |  |                                            | 7,459   |   |                                          |   | 4,459    |   |  |                                                  |  |   | 1,772   |  
|                                                                                                  |  |                                            |         |   |                                          |   |          |   |  |                                                  |  |   |         |  
|Net cash provided by (used in) operating activities                                               |  |                                            | 36,776  |   |                                          |   | 46,725   |   |  |                                                  |  |   | (4,680  | )
|                                                                                                  |  |                                            |         |   |                                          |   |          |   |  |                                                  |  |   |         |  
|Cash Flows from Investing Activities                                                              |  |                                            |         |   |                                          |   |          |   |  |                                                  |  |   |         |  
|EMS LP purchase of AMR and EmCare                                                                 |  |                                            |        |   |                                          |   | (828,775 | ) |  |                                                  |  |   |        |  
|Purchase of property, plant and equipment                                                         |  |                                            | (13,010 | ) |                                          |   | (10,516  | ) |  |                                                  |  |   | (3,914  | )
|Proceeds from sale of property, plant and equipment                                               |  |                                            | 110     |   |                                          |   | 278      |   |  |                                                  |  |   | 24      |  
|Insurance collateral                                                                              |  |                                            | (5,632  | ) |                                          |   | (6,771   | ) |  |                                                  |  |   | 12,534  |  
|Other investing activities                                                                        |  |                                            | (757    | ) |                                          |   | (1,351   | ) |  |                                                  |  |   | (1,828  | )
|                                                                                                  |  |                                            |         |   |                                          |   |          |   |  |                                                  |  |   |         |  
|Net cash (used in) provided by investing activities                                               |  |                                            | (19,289 | ) |                                          |   | (847,135 | ) |  |                                                  |  |   | 6,816   |  
|                                                                                                  |  |                                            |         |   |                                          |   |          |   |  |                                                  |  |   |         |  
|Cash Flows from Financing Activities                                                              |  |                                            |         |   |                                          |   |          |   |  |                                                  |  |   |         |  
|Borrowings under senior secured credit facility                                                   |  |                                            |        |   |                                          |   | 350,000  |   |  |                                                  |  |   |        |  
|Proceeds from issuance of senior subordinated notes                                               |  |                                            |        |   |                                          |   | 250,000  |   |  |                                                  |  |   |        |  
|Borrowings under revolving credit facility                                                        |  |                                            |        |   |                                          |   | 20,200   |   |  |                                                  |  |   |        |  
|Debt issue costs                                                                                  |  |                                            |        |   |                                          |   | (18,391  | ) |  |                                                  |  |   |        |  
|EMS LP issuance of partnership equity                                                             |  |                                            |        |   |                                          |   | 220,605  |   |  |                                                  |  |   |        |  
|EMS LP partnership equity issuance costs                                                          |  |                                            |        |   |                                          |   | (1,727   | ) |  |                                                  |  |   |        |  
|Payment of EMSC equity issuance costs                                                             |  |                                            | (822    | ) |                                          |   |         |   |  |                                                  |  |   |        |  
|Repayments of capital lease obligations and other debt                                            |  |                                            | (1,986  | ) |                                          |   | (6,445   | ) |  |                                                  |  |   | (2,021  | )
|Increase (decrease) in bank overdrafts                                                            |  |                                            | 6,114   |   |                                          |   | (2,729   | ) |  |                                                  |  |   | 1,942   |  
|Advances from Laidlaw                                                                             |  |                                            |        |   |                                          |   |         |   |  |                                                  |  |   | 8,656   |  
|(Decrease) increase in other non-current liabilities                                              |  |                                            |        |   |                                          |   | (1,391   | ) |  |                                                  |  |   | 55      |  
|                                                                                                  |  |                                            |         |   |                                          |   |          |   |  |                                                  |  |   |         |  
|Net cash provided by financing activities                                                         |  |                                            | 3,306   |   |                                          |   | 810,122  |   |  |                                                  |  |   | 8,632   |  
|                                                                                                  |  |                                            |         |   |                                          |   |          |   |  |                                                  |  |   |         |  
|Change in cash and cash equivalents                                                               |  |                                            | 20,793  |   |                                          |   | 9,712    |   |  |                                                  |  |   | 10,768  |  
|Cash and cash equivalents, beginning of period                                                    |  |                                            | 18,048  |   |                                          |   | 14,631   |   |  |                                                  |  |   | 3,863   |  
|                                                                                                  |  |                                            |         |   |                                          |   |          |   |  |                                                  |  |   |         |  
|Cash and cash equivalents, end of period                                                          |  | $                                          | 38,841  |   |                                          | $ | 24,343   |   |  |                                                  |  | $ | 14,631  |  
|                                                                                                  |  |                                            |         |   |                                          |   |          |   |  |                                                  |  |   |         |  

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



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##### Table of Contents

Emergency Medical Services Corporation

Notes to Unaudited Financial Statements

(in thousands, except share and per share data)



|1. | General
|-- | -------

Basis of Presentation of Financial Statements

The accompanying interim consolidated financial statements for Emergency Medical Services Corporation (EMSC or the
Company) have been prepared in accordance with U. S. generally accepted accounting principles (GAAP) for interim reporting, and accordingly, do not include all of the disclosures required for annual financial statements. In
the opinion of management, all adjustments considered necessary for fair presentation have been included. All such adjustments are of a normal, recurring nature. Operating results for the three month period ended March 31, 2006 are not
necessarily indicative of the results that may be expected for the full year ending December 31, 2006. For further information, see the Companys consolidated financial statements, including the accounting policies and notes thereto,
included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

The consolidated
financial statements of EMSC include those of its direct subsidiary, Emergency Medical Services L.P. (EMS LP), a Delaware limited partnership. EMS LP acquired American Medical Response, Inc. and its subsidiaries (AMR) and
EmCare Holdings Inc. and its subsidiaries (EmCare) from Laidlaw International Inc. (Laidlaw) on February 10, 2005, with an effective transaction date after the close of business January 31, 2005. On
December 21, 2005, the Company effected a reorganization and issued class A common stock in an initial public offering. For comparative purposes, the Company has included the consolidated results of operations and cash flows for the two months
ended March 31, 2005, subsequent to the effective date of the acquisition, and the combination of AMR and EmCare financial information for the one month ended January 31, 2005, prior to the effective date of the acquisition
(Predecessor). The comparability of these periods has been affected by a number of factors, including the acquisition of AMR and EmCare, and by the initial public offering of EMSC in December 2005. Laidlaw fees allocated to the
Predecessor companies for the one month ended January 31, 2005 have been included as a component of selling, general and administrative expenses and amount to $1,083. Costs incurred to replace the services previously performed by Laidlaw are
included in the current period statement of operations.

The Company is party to a management agreement with a wholly-owned subsidiary of
Onex Corporation, the Companys principal equityholder. In exchange for an annual management fee of $1.0 million, the Onex subsidiary provides the Company with corporate finance and strategic planning consulting services. For the three months
ended March 31, 2006 and the two months ended March 31, 2005, the Company expensed $0.25 million and $0.17 million, respectively, in respect of this fee.

Certain prior period amounts have been reclassified to conform to the current period presentation.



|2. | Summary of Significant Accounting Policies
|-- | ------------------------------------------

Consolidation

The consolidated financial statements include all wholly-owned subsidiaries of EMSC, including AMR and EmCare and their respective
subsidiaries. All significant intercompany transactions and balances have been eliminated.

Use of Estimates

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



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##### Table of Contents

Emergency Medical Services Corporation

Notes to Unaudited Financial Statements

(in thousands, except share and per share data)



Insurance

Insurance collateral is comprised principally of government and investment grade securities and cash deposits with third parties and supports the Companys insurance program and reserves. Certain of these
investments, if sold or otherwise liquidated, would have to be replaced by other suitable financial assurances and are, therefore, considered restricted. Investment income/loss earned on these investments is reported as a component of insurance
expense in the statements of operations.

Insurance reserves are established for automobile, workers compensation, general liability and
professional liability claims utilizing policies with both fully-insured and self-insured components. This includes the use of an off-shore captive insurance program through a wholly-owned subsidiary for certain professional liability (malpractice)
programs for EmCare. In those instances where the Company has obtained third-party insurance coverage, the Company generally retains liability for the first $1 to $2 million of the loss. Insurance reserves cover known claims and incidents
within the level of Company retention that may result in the assertion of additional claims, as well as claims from unknown incidents that may be asserted arising from activities through the balance sheet date.

The Company establishes reserves for claims based upon an assessment of actual claims and claims incurred but not reported. The reserves are established
based on quarterly consultation with third-party independent actuaries using actuarial principles and assumptions that consider a number of factors, including historical claim payment patterns (including legal costs) and changes in case reserves and
the assumed rate of inflation in healthcare costs and property damage repairs.

Trade and Other Accounts Receivable, net

The Company determines its allowances based on payor reimbursement schedules, historical write-off experience and other economic data. The allowances for
contractual discounts and uncompensated care are reviewed monthly. Account balances are charged off against the uncompensated care allowance when it is probable the receivable will not be recovered. Write-offs to the contractual allowance occur when
payment is received. The allowance for uncompensated care is related principally to receivables recorded for self-pay patients. For further information, see the Companys consolidated financial statements, including the accounting policies and
notes thereto, included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

Revenue Recognition

Revenue is recognized at the time of service and is recorded net of provisions for contractual discounts and estimated
uncompensated care. Provisions for contractual discounts and estimated uncompensated care as a percentage of gross revenue are as follows:



|                                    |  |                                            |   |  |                                          |   |  |  |  |                                                  |  
|----------------------------------- |  | ------------------------------------------ | - |  | ---------------------------------------- | - |  |  |  | ------------------------------------------------ | -
|                                    |  | Consolidatedthree monthsendedMarch 31,2006 |   |  | Consolidatedtwo monthsendedMarch 31,2005 |   |  |  |  | Predecessorcombinedone monthendedJanuary 31,2005 |  
|Gross revenue                       |  | 100                                        | % |  | 100                                      | % |  |  |  | 100                                              | %
|Provision for contractual discounts |  | 43                                         | % |  | 41                                       | % |  |  |  | 40                                               | %
|Provision for uncompensated care    |  | 18                                         | % |  | 19                                       | % |  |  |  | 19                                               | %

Healthcare reimbursement is complex and may involve lengthy delays. Third-party payors are
continuing their efforts to control expenditures for healthcare, including proposals to revise reimbursement policies. The Company



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Emergency Medical Services Corporation

Notes to Unaudited Financial Statements

(in thousands, except share and per share data)



has from time to time experienced delays in reimbursement from third-party payors. In addition, third-party payors may disallow, in whole or in part, claims
for reimbursement based on determinations that certain amounts are not reimbursable under plan coverage, determinations of medical necessity, or the need for additional information. Laws and regulations governing the Medicare and Medicaid programs
are very complex and subject to interpretation. As a result, there is a reasonable possibility that recorded estimates will change materially in the short-term. Retroactive adjustments may change the amounts realized from third-party payors and are
considered in the recognition of revenue on an estimated basis in the period the related services are rendered. Such amounts are adjusted in future periods, as adjustments become known.

The Company also provides services to patients who have no insurance or other third-party payor coverage. In certain circumstances, federal law requires
providers to render services to any patient who requires emergency care regardless of their ability to pay.

Equity Structure

On December 21, 2005, the Company effected a reorganization and issued 8.1 million shares of class A common stock in an initial public offering.
Pursuant to the reorganization, EMS LP, the former top-tier holding company of AMR and EmCare, became the consolidated subsidiary of EMSC, a newly formed corporation. To effect the reorganization, the holders of the capital stock of the sole general
partner of EMS LP contributed that capital stock to the Company in exchange for class B common stock; the general partner was merged into the Company and the Company became the sole general partner of EMS LP. Concurrently, the holders of class B
units of EMS LP contributed their units to the Company in exchange for shares of the Companys class A common stock, and the holders of certain class A units of EMS LP contributed their units to the Company in exchange for shares of the
Companys class B common stock.

The Company holds 22.7% of the equity interests in EMS LP. LP exchangeable units, held by persons
affiliated with the Companys principal equity holder, represent the balance of the EMS LP equity. The LP exchangeable units are exchangeable at any time, at the option of the holder, for shares of the Companys class B common stock on a
one-for-one basis. The holders of the LP exchangeable units have the right to vote, through the trustee holder of the Companys class B special voting stock, at all stockholder meetings at which holders of the Companys class B common
stock or class B special voting stock are entitled to vote.

In the EMS LP partnership agreement, the Company has agreed to maintain the
economic equivalency of the LP exchangeable units and the class B common stock, and the holders of the LP exchangeable units have no general voting rights. The LP exchangeable units, when considered with the class B special voting stock, have the
same rights, privileges and characteristics of the Companys class B common stock. The LP exchangeable units are intended to be economically equivalent to the class B common stock of the Company in that the LP exchangeable units carry the right
to vote (by virtue of the class B special voting stock) with the holders of class B common stock as if one class, and entitle holders to receive distributions only if the equivalent dividends are declared on the Companys class B common stock.
Accordingly, the Company accounts for the LP exchangeable units as if the LP exchangeable units were shares of its common stock, including reporting the LP exchangeable units in the equity section of the Companys balance sheet and including
the number of outstanding LP exchangeable units in both its basic and diluted earnings per share calculations.



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Emergency Medical Services Corporation

Notes to Unaudited Financial Statements

(in thousands, except share and per share data)



|3. | Accrued Liabilities
|-- | -------------------

Accrued liabilities were as
follows at March 31, 2006 and December 31, 2005:



|                                           |  |               |         |                  |   |        
|------------------------------------------ |  | ------------- | ------- | ---------------- | - | -------
|                                           |  | March 31,2006 |         | December 31,2005
|Accrued wages and benefits                 |  | $             | 60,256  |                  | $ | 61,646 
|Accrued paid time-off                      |  |               | 22,871  |                  |   | 21,673 
|Current portion of self-insurance reserves |  |               | 65,764  |                  |   | 58,379 
|Accrued restructuring                      |  |               | 1,591   |                  |   | 1,732  
|Current portion of compliance and legal    |  |               | 14,253  |                  |   | 14,244 
|Accrued billing and collection fees        |  |               | 4,409   |                  |   | 4,176  
|Accrued profit sharing                     |  |               | 11,061  |                  |   | 10,260 
|Accrued interest                           |  |               | 5,769   |                  |   | 12,335 
|Other                                      |  |               | 29,623  |                  |   | 30,036 
|                                           |  |               |         |                  |   |        
|Total accrued liabilities                  |  | $             | 215,597 |                  | $ | 214,481
|                                           |  |               |         |                  |   |        



|4. | Long-Term Debt
|-- | --------------

Long-term debt consisted of the
following at March 31, 2006 and December 31, 2005:



|                                                                                |  |               |         |   |                  |   |         |  
|------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                |  | March 31,2006 |         |   | December 31,2005 |  
|Senior subordinated notes due 2015                                              |  | $             | 250,000 |   |                  | $ | 250,000 |  
|Senior secured term loan due 2012 (6.8% at March 31, 2006)                      |  |               | 247,625 |   |                  |   | 248,250 |  
|Notes due at various dates from 2006 to 2022 with interest rates from 6% to 10% |  |               | 837     |   |                  |   | 856     |  
|Capital lease obligations due at various dates from 2006 to 2007 (note 5)       |  |               | 1,736   |   |                  |   | 3,078   |  
|                                                                                |  |               |         |   |                  |   |         |  
|                                                                                |  |               | 500,198 |   |                  |   | 502,184 |  
|Less current portion                                                            |  |               | (5,318  | ) |                  |   | (6,664  | )
|                                                                                |  |               |         |   |                  |   |         |  
|Total long-term debt                                                            |  | $             | 494,880 |   |                  | $ | 495,520 |  
|                                                                                |  |               |         |   |                  |   |         |  



|5. | Commitments and Contingencies
|-- | -----------------------------

Lease Commitments

The Company leases various facilities and equipment under operating lease agreements. In addition, the Company leases certain
vehicles under capital leases. Assets under capital lease are capitalized using inherent interest rates at the inception of each lease. Capital leases are collateralized by the leased vehicles.

Services

The Company is subject to the
Medicare and Medicaid fraud and abuse laws which prohibit, among other things, any false claims, or any bribe, kick-back or rebate in return for the referral of Medicare and Medicaid patients. Violation of these prohibitions may result in civil and
criminal penalties and exclusion from participation in the Medicare and Medicaid programs. Management has implemented policies and procedures that management



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Emergency Medical Services Corporation

Notes to Unaudited Financial Statements

(in thousands, except share and per share data)



believes will assure that the Company is in substantial compliance with these laws and regulations but there can be no assurance the Company will not be
found to have violated certain of these laws and regulations. From time to time, the Company receives requests for information from government agencies pursuant to their regulatory or investigational authority. Such requests can include subpoenas or
demand letters for documents to assist the government in audits or investigations. The Company is cooperating with the government agencies conducting these investigations and is providing requested information to the government agencies. Other than
the investigations described below, management believes that the outcome of any of these investigations would not have a material adverse effect on the Company.

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

On May 9, 2002, AMR received a subpoena duces tecum from the Office of Inspector General for the United States Department of Health and Human
Services. The subpoena required AMR to produce a broad range of documents relating to Regional Emergency Services L.P., or RES, contracts in Texas, Georgia and Colorado for the period from January 1993 through May 2002. The Texas claims have been
resolved. The government investigations in Georgia and Colorado may be continuing; it is not currently possible to estimate the financial exposure, if any, to the Company.

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

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

Other Legal Matters

EmCare is currently a
defendant in a collective action lawsuit brought by a number of nurse practitioners and physician assistants under the Fair Labor Standards Act. The plaintiffs are seeking to recover overtime pay for the hours they worked in excess of 40 in a
workweek and reclassification as non-exempt employees. Management believes the outcome of this lawsuit will not have a material adverse effect on the Company.



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Emergency Medical Services Corporation

Notes to Unaudited Financial Statements

(in thousands, except share and per share data)



AMR and the City of Stockton, California are parties to litigation regarding the terms and
enforceability of a memorandum of understanding and a related joint venture agreement between the parties to present a joint bid in response to a request for proposals to provide emergency ambulance services in the County of San Joaquin, California.
The parties were unable to agree on the final terms of a joint bid. AMR has been awarded the San Joaquin contract. While we are unable at this time to estimate the amount of potential damages, we believe that Stockton may claim as damages a portion
of our profit on the contract or the profit Stockton might have realized had the joint venture proceeded.



|6. | Equity Based Compensation
|-- | -------------------------

The Company adopted the
provisions of Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004) Share-Based Payment (SFAS 123R) on January 1, 2006 using the prospective transition method. Prior to January 1,
2006, the Company recorded the expense of stock option awards over the period in which the options vest consistent with the provisions of SFAS No. 123 Accounting for Stock Based Compensation.The stock options are valued using the
Black-Scholes valuation method on the date of grant.

Under the Companys Equity Option Plan, key employees were granted options that
permit the individuals to purchase class A common shares and vest ratably generally over a period of 4 years. In addition, certain performance measures must be met for 50% of the options to become exercisable. Options with similar provisions were
granted to non-employee directors. The Company recorded a compensation charge of $300 for the three months ended March 31, 2006 and for the two months ended March 31, 2005. The Company did not grant any options during the three months
ended March 31, 2006 and no options had been exercised as of March 31, 2006.



|7. | Segment Information
|-- | -------------------

The Company is organized
around two separately managed business units: healthcare transportation services and emergency management services, which have been identified as operating segments. The healthcare transportation services reportable segment focuses on providing a
full range of medical transportation services from basic patient transit to the most advanced emergency care and pre-hospital assistance. The emergency management services reportable segment provides outsourced business services to hospitals
primarily for emergency departments, urgent care centers and for certain inpatient departments. The Chief Executive Officer has been identified as the chief operating decision maker (CODM) for purposes of SFAS No. 131
Disclosures about Segments of an Enterprise and Related Information (SFAS 131), as he assesses the performance of the business units and decides how to allocate resources to the business units. Pre-tax income from continuing
operations before interest, taxes and depreciation and amortization (EBITDA) is the measure of profit and loss that the CODM uses to assess performance and make decisions. The accounting policies for reported segments are the same as for
the Company as a whole (see note 2).



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##### Table of Contents

Emergency Medical Services Corporation

Notes to Unaudited Financial Statements

(in thousands, except share and per share data)



|                                                |  |                                           |         |   |                                          |   |         |   |  |                                                  |  |   |         |  
|----------------------------------------------- |  | ----------------------------------------- | ------- | - | ---------------------------------------- | - | ------- | - |  | ------------------------------------------------ |  | - | ------- | -
|                                                |  | ConsolidatedthreemonthsendedMarch 31,2006 |         |   | Consolidatedtwo monthsendedMarch 31,2005 |   |         |   |  | Predecessorcombinedone monthendedJanuary 31,2005 | 
|Healthcare Transportation Services              |  |                                           |         |   |                                          |   |         |   |  |                                                  |  |   |         |  
|Revenue                                         |  | $                                         | 295,312 |   |                                          | $ | 185,110 |   |  |                                                  |  | $ | 93,788  |  
|Segment EBITDA                                  |  |                                           | 23,159  |   |                                          |   | 19,806  |   |  |                                                  |  |   | 1,074   |  
|Emergency Management Services                   |  |                                           |         |   |                                          |   |         |   |  |                                                  |  |   |         |  
|Revenue                                         |  |                                           | 173,812 |   |                                          |   | 101,279 |   |  |                                                  |  |   | 49,281  |  
|Segment EBITDA                                  |  |                                           | 15,718  |   |                                          |   | 6,137   |   |  |                                                  |  |   | (6,156  | )
|Total                                           |  |                                           |         |   |                                          |   |         |   |  |                                                  |  |   |         |  
|Total revenue                                   |  |                                           | 469,124 |   |                                          |   | 286,389 |   |  |                                                  |  |   | 143,069 |  
|Total EBITDA                                    |  |                                           | 38,877  |   |                                          |   | 25,943  |   |  |                                                  |  |   | (5,082  | )
|Total capital expenditures                      |  |                                           | 13,010  |   |                                          |   | 10,516  |   |  |                                                  |  |   | 3,914   |  
|Reconciliation of EBITDA to Net Income (loss)   |  |                                           |         |   |                                          |   |         |   |  |                                                  |  |   |         |  
|EBITDA                                          |  | $                                         | 38,877  |   |                                          | $ | 25,943  |   |  |                                                  |  | $ | (5,082  | )
|Depreciation and amortization expense           |  |                                           | (15,844 | ) |                                          |   | (8,896  | ) |  |                                                  |  |   | (3,894  | )
|Interest expense                                |  |                                           | (11,292 | ) |                                          |   | (9,824  | ) |  |                                                  |  |   | (1,169  | )
|Realized gain (loss) gain on investments        |  |                                           | (219    | ) |                                          |   | (39     | ) |  |                                                  |  |   | 13      |  
|Interest and other income                       |  |                                           | 352     |   |                                          |   | 13      |   |  |                                                  |  |   | (4      | )
|Income tax expense                              |  |                                           | (4,628  | ) |                                          |   | (2,662  | ) |  |                                                  |  |   | 4,060   |  
|Equity in earnings of unconsolidated subsidiary |  |                                           | 15      |   |                                          |   |        |   |  |                                                  |  |   |        |  
|                                                |  |                                           |         |   |                                          |   |         |   |  |                                                  |  |   |         |  
|Net income (loss)                               |  | $                                         | 7,261   |   |                                          | $ | 4,535   |   |  |                                                  |  | $ | (6,076  | )
|                                                |  |                                           |         |   |                                          |   |         |   |  |                                                  |  |   |         |  



|8. | Guarantors of Debt
|-- | ------------------

EMS LP financed the acquisition
of AMR and EmCare in part by issuing $250.0 million principal amount of senior subordinated notes and borrowing $370.2 million under its senior secured credit facility. Its wholly-owned subsidiaries, EMSC Management, Inc. (f/k/a AMR
HoldCo, Inc.) and EmCare HoldCo, Inc., are the issuers of the senior subordinated notes and the borrowers under the senior secured credit facility. As part of the transaction, AMR and its subsidiaries became wholly-owned subsidiaries of EMSC
Management, Inc. and EmCare and its subsidiaries became wholly-owned subsidiaries of EmCare HoldCo, Inc. The senior subordinated notes and the senior secured credit facility include a full, unconditional and joint and several guarantee by EMSC, EMS
LP and EMSCs domestic subsidiaries. The senior subordinated notes and senior secured credit facility do not include a guarantee by the Companys captive insurance subsidiary. All of the operating income and cash flow of EMSC, EMS LP, EMSC
Management, Inc. and EmCare HoldCo, Inc. is generated by AMR, EmCare and their subsidiaries. As a result, funds necessary to meet the debt service obligations under the senior secured notes and senior secured credit facility described above are
provided by the distributions or advances from the subsidiary companies, AMR and EmCare. Investments in subsidiary operating companies are accounted for on the equity method. Accordingly, entries necessary to consolidate EMSC, EMS LP, EMSC
Management, Inc., EmCare HoldCo, Inc. and all of their subsidiaries are reflected in the Eliminations/Adjustments column. Separate complete financial statements of the issuers, EMS LP and subsidiary guarantors would not provide additional material
information that would be useful in assessing the financial composition of the issuers, EMS LP or the subsidiary guarantors. The condensed consolidating and combining financial statements for EMSC, EMS LP, the issuers, the guarantors and the
non-guarantor are as follows:



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##### Table of Contents

Emergency Medical Services Corporation

Notes to Unaudited Financial Statements

(in thousands, except share and per share data)



Consolidating Statement of Operations

For the three months ended March 31, 2006



|                                                                |  |      |       |        |   |                            |  |                         |       |                      |   |       |                          |   |         |                          |  |   |       |   |  |   |         |   |  |   |         |  
|--------------------------------------------------------------- |  | ---- | ----- | ------ | - | -------------------------- |  | ----------------------- | ----- | -------------------- | - | ----- | ------------------------ | - | ------- | ------------------------ |  | - | ----- | - |  | - | ------- | - |  | - | ------- | -
|                                                                |  | EMSC |       | EMS LP |   | Issuer EMSCManagement,Inc. |  | IssuerEmCareHoldCo,Inc. |       | SubsidiaryGuarantors |   |       | SubsidiaryNon- Guarantor |   |         | Eliminations/Adjustments |  |   | Total |  
|Net revenue                                                     |  | $    |      |        | $ |                           |  | $                       |      |                      | $ |      |                          | $ | 469,124 |                          |  | $ | 9,865 |   |  | $ | (9,865  | ) |  | $ | 469,124 |  
|                                                                |  |      |       |        |   |                            |  |                         |       |                      |   |       |                          |   |         |                          |  |   |       |   |  |   |         |   |  |   |         |  
|Compensation and benefits                                       |  |      |      |        |   |                           |  |                         |      |                      |   |      |                          |   | 326,047 |                          |  |   |      |   |  |   |        |   |  |   | 326,047 |  
|Operating expenses                                              |  |      |      |        |   |                           |  |                         |      |                      |   |      |                          |   | 66,454  |                          |  |   |      |   |  |   |        |   |  |   | 66,454  |  
|Insurance expense                                               |  |      |      |        |   |                           |  |                         |      |                      |   |      |                          |   | 23,126  |                          |  |   | 9,646 |   |  |   | (9,865  | ) |  |   | 22,907  |  
|Selling, general and administrative expenses                    |  |      |      |        |   |                           |  |                         |      |                      |   |      |                          |   | 14,839  |                          |  |   |      |   |  |   |        |   |  |   | 14,839  |  
|Depreciation and amortization expense                           |  |      |      |        |   |                           |  |                         |      |                      |   |      |                          |   | 15,844  |                          |  |   |      |   |  |   |        |   |  |   | 15,844  |  
|                                                                |  |      |       |        |   |                            |  |                         |       |                      |   |       |                          |   |         |                          |  |   |       |   |  |   |         |   |  |   |         |  
|Income from operations                                          |  |      |      |        |   |                           |  |                         |      |                      |   |      |                          |   | 22,814  |                          |  |   | 219   |   |  |   |        |   |  |   | 23,033  |  
|Interest expense                                                |  |      |      |        |   |                           |  |                         |      |                      |   |      |                          |   | (11,292 | )                        |  |   |      |   |  |   |        |   |  |   | (11,292 | )
|Realized loss on investments                                    |  |      |      |        |   |                           |  |                         |      |                      |   |      |                          |   |        |                          |  |   | (219  | ) |  |   |        |   |  |   | (219    | )
|Interest and other income                                       |  |      |      |        |   |                           |  |                         |      |                      |   |      |                          |   | 352     |                          |  |   |      |   |  |   |        |   |  |   | 352     |  
|                                                                |  |      |       |        |   |                            |  |                         |       |                      |   |       |                          |   |         |                          |  |   |       |   |  |   |         |   |  |   |         |  
|Income before income taxes                                      |  |      |      |        |   |                           |  |                         |      |                      |   |      |                          |   | 11,874  |                          |  |   |      |   |  |   |        |   |  |   | 11,874  |  
|Income tax expense                                              |  |      |      |        |   |                           |  |                         |      |                      |   |      |                          |   | (4,628  | )                        |  |   |      |   |  |   |        |   |  |   | (4,628  | )
|                                                                |  |      |       |        |   |                            |  |                         |       |                      |   |       |                          |   |         |                          |  |   |       |   |  |   |         |   |  |   |         |  
|Income before equity in earnings of unconsolidated subsidiaries |  |      |      |        |   |                           |  |                         |      |                      |   |      |                          |   | 7,246   |                          |  |   |      |   |  |   |        |   |  |   | 7,246   |  
|Equity in earnings of unconsolidated subsidiaries               |  |      | 7,261 |        |   | 7,261                      |  |                         | 2,129 |                      |   | 5,132 |                          |   | 15      |                          |  |   |      |   |  |   | (21,783 | ) |  |   | 15      |  
|                                                                |  |      |       |        |   |                            |  |                         |       |                      |   |       |                          |   |         |                          |  |   |       |   |  |   |         |   |  |   |         |  
|Net income                                                      |  | $    | 7,261 |        | $ | 7,261                      |  | $                       | 2,129 |                      | $ | 5,132 |                          | $ | 7,261   |                          |  | $ |      |   |  | $ | (21,783 | ) |  | $ | 7,261   |  
|                                                                |  |      |       |        |   |                            |  |                         |       |                      |   |       |                          |   |         |                          |  |   |       |   |  |   |         |   |  |   |         |  

Consolidating Statement of Operations

For the two months ended March 31, 2005



|                                                                |  |      |   |        |   |                            |  |                          |       |                      |   |       |                         |   |         |                          |  |   |       |   |  |   |        |   |  |   |         |  
|--------------------------------------------------------------- |  | ---- | - | ------ | - | -------------------------- |  | ------------------------ | ----- | -------------------- | - | ----- | ----------------------- | - | ------- | ------------------------ |  | - | ----- | - |  | - | ------ | - |  | - | ------- | -
|                                                                |  | EMSC |   | EMS LP |   | Issuer EMSCManagement,Inc. |  | IssuerEmCareHoldCo, Inc. |       | SubsidiaryGuarantors |   |       | SubsidiaryNon-Guarantor |   |         | Eliminations/Adjustments |  |   | Total |  
|Net revenue                                                     |  | $    |  |        | $ |                           |  | $                        |      |                      | $ |      |                         | $ | 286,389 |                          |  | $ | 7,310 |   |  | $ | (7,310 | ) |  | $ | 286,389 |  
|                                                                |  |      |   |        |   |                            |  |                          |       |                      |   |       |                         |   |         |                          |  |   |       |   |  |   |        |   |  |   |         |  
|Compensation and benefits                                       |  |      |  |        |   |                           |  |                          |      |                      |   |      |                         |   | 195,690 |                          |  |   |      |   |  |   |       |   |  |   | 195,690 |  
|Operating expenses                                              |  |      |  |        |   |                           |  |                          |      |                      |   |      |                         |   | 39,170  |                          |  |   |      |   |  |   |       |   |  |   | 39,170  |  
|Insurance expense                                               |  |      |  |        |   |                           |  |                          |      |                      |   |      |                         |   | 16,946  |                          |  |   | 7,271 |   |  |   | (7,310 | ) |  |   | 16,907  |  
|Selling, general and administrative expenses                    |  |      |  |        |   |                           |  |                          |      |                      |   |      |                         |   | 8,679   |                          |  |   |      |   |  |   |       |   |  |   | 8,679   |  
|Depreciation and amortization expense                           |  |      |  |        |   |                           |  |                          |      |                      |   |      |                         |   | 8,896   |                          |  |   |      |   |  |   |       |   |  |   | 8,896   |  
|                                                                |  |      |   |        |   |                            |  |                          |       |                      |   |       |                         |   |         |                          |  |   |       |   |  |   |        |   |  |   |         |  
|Income from operations                                          |  |      |  |        |   |                           |  |                          |      |                      |   |      |                         |   | 17,008  |                          |  |   | 39    |   |  |   |       |   |  |   | 17,047  |  
|Interest expense                                                |  |      |  |        |   |                           |  |                          |      |                      |   |      |                         |   | (9,824  | )                        |  |   |      |   |  |   |       |   |  |   | (9,824  | )
|Realized loss on investments                                    |  |      |  |        |   |                           |  |                          |      |                      |   |      |                         |   |        |                          |  |   | (39   | ) |  |   |       |   |  |   | (39     | )
|Interest and other income                                       |  |      |  |        |   |                           |  |                          |      |                      |   | 13    |                         |   |        |                          |  |   |      |   |  |   |       |   |  |   | 13      |  
|                                                                |  |      |   |        |   |                            |  |                          |       |                      |   |       |                         |   |         |                          |  |   |       |   |  |   |        |   |  |   |         |  
|Income before income taxes                                      |  |      |  |        |   |                           |  |                          |      |                      |   | 13    |                         |   | 7,184   |                          |  |   |      |   |  |   |       |   |  |   | 7,197   |  
|Income tax expense                                              |  |      |  |        |   |                           |  |                          |      |                      |   |      |                         |   | (2,662  | )                        |  |   |      |   |  |   |       |   |  |   | (2,662  | )
|                                                                |  |      |   |        |   |                            |  |                          |       |                      |   |       |                         |   |         |                          |  |   |       |   |  |   |        |   |  |   |         |  
|Income before equity in earnings of unconsolidated subsidiaries |  |      |  |        |   |                           |  |                          |      |                      |   | 13    |                         |   | 4,522   |                          |  |   |      |   |  |   |       |   |  |   | 4,535   |  
|Equity in earnings of unconsolidated subsidiaries               |  |      |  |        |   | 4,535                      |  |                          | 3,498 |                      |   | 1,024 |                         |   |        |                          |  |   |      |   |  |   | (9,057 | ) |  |   |        |  
|                                                                |  |      |   |        |   |                            |  |                          |       |                      |   |       |                         |   |         |                          |  |   |       |   |  |   |        |   |  |   |         |  
|Net income                                                      |  | $    |  |        | $ | 4,535                      |  | $                        | 3,498 |                      | $ | 1,037 |                         | $ | 4,522   |                          |  | $ |      |   |  | $ | (9,057 | ) |  | $ | 4,535   |  
|                                                                |  |      |   |        |   |                            |  |                          |       |                      |   |       |                         |   |         |                          |  |   |       |   |  |   |        |   |  |   |         |  



- 13 -



---

##### Table of Contents

Emergency Medical Services Corporation

Notes to Unaudited Financial Statements

(in thousands, except share and per share data)



Consolidating Balance Sheet

As of March 31, 2006



|                                           |  |      |         |   |        |   |         |                            |  |                          |         |  |                      |         |   |                         |   |           |                          |  |   |         |   |  |   |            |   |  |   |           |  
|------------------------------------------ |  | ---- | ------- | - | ------ | - | ------- | -------------------------- |  | ------------------------ | ------- |  | -------------------- | ------- | - | ----------------------- | - | --------- | ------------------------ |  | - | ------- | - |  | - | ---------- | - |  | - | --------- | -
|                                           |  | EMSC |         |   | EMS LP |   |         | Issuer EMSCManagement,Inc. |  | IssuerEmCareHoldCo, Inc. |         |  | SubsidiaryGuarantors |         |   | SubsidiaryNon-Guarantor |   |           | Eliminations/Adjustments |  |   | Total   |  
|Assets                                     |  |      |         |   |        |   |         |                            |  |                          |         |  |                      |         |   |                         |   |           |                          |  |   |         |   |  |   |            |   |  |   |           |  
|Current assets:                            |  |      |         |   |        |   |         |                            |  |                          |         |  |                      |         |   |                         |   |           |                          |  |   |         |   |  |   |            |   |  |   |           |  
|Cash and cash equivalents                  |  | $    |        |   |        | $ |        |                            |  | $                        |        |  | $                    |        |   |                         | $ | 38,389    |                          |  | $ | 452     |   |  | $ |           |   |  | $ | 38,841    |  
|Insurance collateral                       |  |      |        |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   | 22,817    |                          |  |   | 50,781  |   |  |   | (31,064    | ) |  |   | 42,534    |  
|Trade and other accounts receivable, net   |  |      |        |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   | 388,405   |                          |  |   | 2,801   |   |  |   |           |   |  |   | 391,206   |  
|Parts and supplies inventory               |  |      |        |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   | 18,526    |                          |  |   |        |   |  |   |           |   |  |   | 18,526    |  
|Other current assets                       |  |      |        |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   | 28,458    |                          |  |   | 4,776   |   |  |   | (8,209     | ) |  |   | 25,025    |  
|Current deferred tax assets                |  |      |        |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   | 13,643    |                          |  |   | 2,996   |   |  |   |           |   |  |   | 16,639    |  
|                                           |  |      |         |   |        |   |         |                            |  |                          |         |  |                      |         |   |                         |   |           |                          |  |   |         |   |  |   |            |   |  |   |           |  
|Current assets                             |  |      |        |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   | 510,238   |                          |  |   | 61,806  |   |  |   | (39,273    | ) |  |   | 532,771   |  
|                                           |  |      |         |   |        |   |         |                            |  |                          |         |  |                      |         |   |                         |   |           |                          |  |   |         |   |  |   |            |   |  |   |           |  
|Property, plant, and equipment, net        |  |      |        |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   | 139,781   |                          |  |   |        |   |  |   |           |   |  |   | 139,781   |  
|Intercompany receivable                    |  |      | 1,516   |   |        |   | 113,400 |                            |  |                          | 292,855 |  |                      | 196,158 |   |                         |   | 14,396    |                          |  |   |        |   |  |   | (618,325   | ) |  |   |          |  
|Intangible assets, net                     |  |      |        |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   | 75,003    |                          |  |   |        |   |  |   |           |   |  |   | 75,003    |  
|Deferred tax assets                        |  |      |        |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   | 122,091   |                          |  |   | (1,130  | ) |  |   |           |   |  |   | 120,961   |  
|Insurance collateral, less current portion |  |      |        |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   | 62,484    |                          |  |   | 62,206  |   |  |   |           |   |  |   | 124,690   |  
|Goodwill                                   |  |      |        |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   | 250,710   |                          |  |   | 458     |   |  |   |           |   |  |   | 251,168   |  
|Other long-term assets                     |  |      |        |   |        |   |        |                            |  |                          | 9,935   |  |                      | 4,459   |   |                         |   | 19,383    |                          |  |   |        |   |  |   |           |   |  |   | 33,777    |  
|Investment and advances in subsidiaries    |  |      | 352,045 |   |        |   | 238,645 |                            |  |                          | 202,977 |  |                      | 35,654  |   |                         |   | 5,676     |                          |  |   |        |   |  |   | (834,997   | ) |  |   |          |  
|                                           |  |      |         |   |        |   |         |                            |  |                          |         |  |                      |         |   |                         |   |           |                          |  |   |         |   |  |   |            |   |  |   |           |  
|Assets                                     |  | $    | 353,561 |   |        | $ | 352,045 |                            |  | $                        | 505,767 |  | $                    | 236,271 |   |                         | $ | 1,199,762 |                          |  | $ | 123,340 |   |  | $ | (1,492,595 | ) |  | $ | 1,278,151 |  
|                                           |  |      |         |   |        |   |         |                            |  |                          |         |  |                      |         |   |                         |   |           |                          |  |   |         |   |  |   |            |   |  |   |           |  
|Liabilities and Equity                     |  |      |         |   |        |   |         |                            |  |                          |         |  |                      |         |   |                         |   |           |                          |  |   |         |   |  |   |            |   |  |   |           |  
|Current liabilities:                       |  |      |         |   |        |   |         |                            |  |                          |         |  |                      |         |   |                         |   |           |                          |  |   |         |   |  |   |            |   |  |   |           |  
|Accounts payable                           |  | $    |        |   |        | $ |        |                            |  | $                        |        |  | $                    |        |   |                         | $ | 59,560    |                          |  | $ |        |   |  | $ |           |   |  | $ | 59,560    |  
|Accrued liabilities                        |  |      | 1,586   |   |        |   |        |                            |  |                          | 3,429   |  |                      | 2,340   |   |                         |   | 169,873   |                          |  |   | 38,369  |   |  |   |           |   |  |   | 215,597   |  
|Current portion of long-term debt          |  |      |        |   |        |   |        |                            |  |                          | 2,415   |  |                      | 1,085   |   |                         |   | 1,818     |                          |  |   |        |   |  |   |           |   |  |   | 5,318     |  
|                                           |  |      |         |   |        |   |         |                            |  |                          |         |  |                      |         |   |                         |   |           |                          |  |   |         |   |  |   |            |   |  |   |           |  
|Current liabilities                        |  |      | 1,586   |   |        |   |        |                            |  |                          | 5,844   |  |                      | 3,425   |   |                         |   | 231,251   |                          |  |   | 38,369  |   |  |   |           |   |  |   | 280,475   |  
|Long-term debt                             |  |      |        |   |        |   |        |                            |  |                          | 296,946 |  |                      | 197,178 |   |                         |   | 756       |                          |  |   |        |   |  |   |           |   |  |   | 494,880   |  
|Other long-term liabilities                |  |      |        |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   | 110,799   |                          |  |   | 79,295  |   |  |   | (39,273    | ) |  |   | 150,821   |  
|Intercompany                               |  |      |        |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   | 618,325   |                          |  |   |        |   |  |   | (618,325   | ) |  |   |          |  
|                                           |  |      |         |   |        |   |         |                            |  |                          |         |  |                      |         |   |                         |   |           |                          |  |   |         |   |  |   |            |   |  |   |           |  
|Liabilities                                |  |      | 1,586   |   |        |   |        |                            |  |                          | 302,790 |  |                      | 200,603 |   |                         |   | 961,131   |                          |  |   | 117,664 |   |  |   | (657,598   | ) |  |   | 926,176   |  
|                                           |  |      |         |   |        |   |         |                            |  |                          |         |  |                      |         |   |                         |   |           |                          |  |   |         |   |  |   |            |   |  |   |           |  
|Class A common stock                       |  |      | 92      |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   |          |                          |  |   | 30      |   |  |   | (30        | ) |  |   | 92        |  
|Class B common stock                       |  |      | 1       |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   |          |                          |  |   |        |   |  |   |           |   |  |   | 1         |  
|Partnership equity                         |  |      | 212,361 |   |        |   | 325,761 |                            |  |                          | 190,073 |  |                      | 22,288  |   |                         |   | 212,361   |                          |  |   |        |   |  |   | (750,483   | ) |  |   | 212,361   |  
|Additional paid-in capital                 |  |      | 113,237 |   |        |   |        |                            |  |                          |        |  |                      |        |   |                         |   |          |                          |  |   | 6,690   |   |  |   | (6,690     | ) |  |   | 113,237   |  
|Retained earnings                          |  |      | 27,328  |   |        |   | 27,328  |                            |  |                          | 12,904  |  |                      | 14,424  |   |                         |   | 27,314    |                          |  |   |        |   |  |   | (81,970    | ) |  |   | 27,328    |  
|Comprehensive income (loss)                |  |      | (1,044  | ) |        |   | (1,044  | )                          |  |                          |        |  |                      | (1,044  | ) |                         |   | (1,044    | )                        |  |   | (1,044  | ) |  |   | 4,176      |   |  |   | (1,044    | )
|                                           |  |      |         |   |        |   |         |                            |  |                          |         |  |                      |         |   |                         |   |           |                          |  |   |         |   |  |   |            |   |  |   |           |  
|Equity                                     |  |      | 351,975 |   |        |   | 352,045 |                            |  |                          | 202,977 |  |                      | 35,668  |   |                         |   | 238,631   |                          |  |   | 5,676   |   |  |   | (834,997   | ) |  |   | 351,975   |  
|                                           |  |      |         |   |        |   |         |                            |  |                          |         |  |                      |         |   |                         |   |           |                          |  |   |         |   |  |   |            |   |  |   |           |  
|Liabilities and Equity                     |  | $    | 353,561 |   |        | $ | 352,045 |                            |  | $                        | 505,767 |  | $                    | 236,271 |   |                         | $ | 1,199,762 |                          |  | $ | 123,340 |   |  | $ | (1,492,595 | ) |  | $ | 1,278,151 |  
|                                           |  |      |         |   |        |   |         |                            |  |                          |         |  |                      |         |   |                         |   |           |                          |  |   |         |   |  |   |            |   |  |   |           |  



- 14 -



---

##### Table of Contents

Emergency Medical Services Corporation

Notes to Unaudited Financial Statements

(in thousands, except share and per share data)



Consolidating Balance Sheet

As of December 31, 2005



|                                           |  |      |         |   |        |   |         |                            |  |                         |         |  |                      |         |   |                         |   |           |                          |  |   |        |   |  |   |            |   |  |   |           |  
|------------------------------------------ |  | ---- | ------- | - | ------ | - | ------- | -------------------------- |  | ----------------------- | ------- |  | -------------------- | ------- | - | ----------------------- | - | --------- | ------------------------ |  | - | ------ | - |  | - | ---------- | - |  | - | --------- | -
|                                           |  | EMSC |         |   | EMS LP |   |         | Issuer EMSCManagement,Inc. |  | IssuerEmCareHoldCo,Inc. |         |  | SubsidiaryGuarantors |         |   | SubsidiaryNon-Guarantor |   |           | Eliminations/Adjustments |  |   | Total  |  
|Assets                                     |  |      |         |   |        |   |         |                            |  |                         |         |  |                      |         |   |                         |   |           |                          |  |   |        |   |  |   |            |   |  |   |           |  
|Current assets:                            |  |      |         |   |        |   |         |                            |  |                         |         |  |                      |         |   |                         |   |           |                          |  |   |        |   |  |   |            |   |  |   |           |  
|Cash and cash equivalents                  |  | $    |        |   |        | $ |        |                            |  | $                       |        |  | $                    |        |   |                         | $ | 18,001    |                          |  | $ | 47     |   |  | $ |           |   |  | $ | 18,048    |  
|Insurance collateral                       |  |      |        |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   | 16,092    |                          |  |   | 13,674 |   |  |   |           |   |  |   | 29,766    |  
|Trade and other accounts receivable, net   |  |      |        |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   | 408,675   |                          |  |   | 2,529  |   |  |   | (20        | ) |  |   | 411,184   |  
|Parts and supplies inventory               |  |      |        |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   | 18,449    |                          |  |   |       |   |  |   |           |   |  |   | 18,449    |  
|Other current assets                       |  |      |        |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   | 15,057    |                          |  |   | 302    |   |  |   | (946       | ) |  |   | 14,413    |  
|Current deferred tax assets                |  |      |        |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   | 20,441    |                          |  |   | 2,995  |   |  |   |           |   |  |   | 23,436    |  
|                                           |  |      |         |   |        |   |         |                            |  |                         |         |  |                      |         |   |                         |   |           |                          |  |   |        |   |  |   |            |   |  |   |           |  
|Current assets                             |  |      |        |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   | 496,715   |                          |  |   | 19,547 |   |  |   | (966       | ) |  |   | 515,296   |  
|                                           |  |      |         |   |        |   |         |                            |  |                         |         |  |                      |         |   |                         |   |           |                          |  |   |        |   |  |   |            |   |  |   |           |  
|Property, plant, and equipment, net        |  |      |        |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   | 138,037   |                          |  |   |       |   |  |   |           |   |  |   | 138,037   |  
|Intercompany receivable                    |  |      | 1,973   |   |        |   | 113,400 |                            |  |                         | 296,207 |  |                      | 199,529 |   |                         |   | 14,863    |                          |  |   |       |   |  |   | (625,972   | ) |  |   |          |  
|Intangible assets, net                     |  |      |        |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   | 78,183    |                          |  |   |       |   |  |   |           |   |  |   | 78,183    |  
|Deferred tax assets                        |  |      |        |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   | 119,538   |                          |  |   | (1,130 | ) |  |   |           |   |  |   | 118,408   |  
|Insurance collateral, less current portion |  |      |        |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   | 63,934    |                          |  |   | 67,973 |   |  |   |           |   |  |   | 131,907   |  
|Goodwill                                   |  |      |        |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   | 250,710   |                          |  |   | 458    |   |  |   |           |   |  |   | 251,168   |  
|Other long-term assets                     |  |      | 65      |   |        |   |        |                            |  |                         | 10,443  |  |                      | 4,420   |   |                         |   | 19,101    |                          |  |   |       |   |  |   |           |   |  |   | 34,029    |  
|Investment and advances in subsidiaries    |  |      | 345,354 |   |        |   | 231,954 |                            |  |                         | 200,868 |  |                      | 31,072  |   |                         |   | 6,246     |                          |  |   |       |   |  |   | (815,494   | ) |  |   |          |  
|                                           |  |      |         |   |        |   |         |                            |  |                         |         |  |                      |         |   |                         |   |           |                          |  |   |        |   |  |   |            |   |  |   |           |  
|Assets                                     |  | $    | 347,392 |   |        | $ | 345,354 |                            |  | $                       | 507,518 |  | $                    | 235,021 |   |                         | $ | 1,187,327 |                          |  | $ | 86,848 |   |  | $ | (1,442,432 | ) |  | $ | 1,267,028 |  
|                                           |  |      |         |   |        |   |         |                            |  |                         |         |  |                      |         |   |                         |   |           |                          |  |   |        |   |  |   |            |   |  |   |           |  
|Liabilities and Equity                     |  |      |         |   |        |   |         |                            |  |                         |         |  |                      |         |   |                         |   |           |                          |  |   |        |   |  |   |            |   |  |   |           |  
|Current liabilities:                       |  |      |         |   |        |   |         |                            |  |                         |         |  |                      |         |   |                         |   |           |                          |  |   |        |   |  |   |            |   |  |   |           |  
|Accounts payable                           |  | $    |        |   |        | $ |        |                            |  | $                       |        |  | $                    |        |   |                         | $ | 56,290    |                          |  | $ |       |   |  | $ |           |   |  | $ | 56,290    |  
|Accrued liabilities                        |  |      | 2,408   |   |        |   |        |                            |  |                         | 6,857   |  |                      | 5,478   |   |                         |   | 162,456   |                          |  |   | 37,282 |   |  |   |           |   |  |   | 214,481   |  
|Current portion of long-term debt          |  |      |        |   |        |   |        |                            |  |                         | 2,415   |  |                      | 1,085   |   |                         |   | 3,164     |                          |  |   |       |   |  |   |           |   |  |   | 6,664     |  
|                                           |  |      |         |   |        |   |         |                            |  |                         |         |  |                      |         |   |                         |   |           |                          |  |   |        |   |  |   |            |   |  |   |           |  
|Current liabilities                        |  |      | 2,408   |   |        |   |        |                            |  |                         | 9,272   |  |                      | 6,563   |   |                         |   | 221,910   |                          |  |   | 37,282 |   |  |   |           |   |  |   | 277,435   |  
|Long-term debt                             |  |      |        |   |        |   |        |                            |  |                         | 297,378 |  |                      | 197,372 |   |                         |   | 770       |                          |  |   |       |   |  |   |           |   |  |   | 495,520   |  
|Other long-term liabilities                |  |      |        |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   | 106,735   |                          |  |   | 43,320 |   |  |   | (966       | ) |  |   | 149,089   |  
|Intercompany                               |  |      |        |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   | 625,972   |                          |  |   |       |   |  |   | (625,972   | ) |  |   |          |  
|                                           |  |      |         |   |        |   |         |                            |  |                         |         |  |                      |         |   |                         |   |           |                          |  |   |        |   |  |   |            |   |  |   |           |  
|Liabilities                                |  |      | 2,408   |   |        |   |        |                            |  |                         | 306,650 |  |                      | 203,935 |   |                         |   | 955,387   |                          |  |   | 80,602 |   |  |   | (626,938   | ) |  |   | 922,044   |  
|                                           |  |      |         |   |        |   |         |                            |  |                         |         |  |                      |         |   |                         |   |           |                          |  |   |        |   |  |   |            |   |  |   |           |  
|Class A common stock                       |  |      | 92      |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   |          |                          |  |   | 30     |   |  |   | (30        | ) |  |   | 92        |  
|Class B common stock                       |  |      | 1       |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   |          |                          |  |   |        |   |  |   |           |   |  |   | 1         |  
|Partnership equity                         |  |      | 212,361 |   |        |   | 325,761 |                            |  |                         | 190,073 |  |                      | 22,288  |   |                         |   | 212,361   |                          |  |   |       |   |  |   | (750,483   | ) |  |   | 212,361   |  
|Additional paid-in capital                 |  |      | 112,937 |   |        |   |        |                            |  |                         |        |  |                      |        |   |                         |   |          |                          |  |   | 6,690  |   |  |   | (6,690     | ) |  |   | 112,937   |  
|Retained earnings                          |  |      | 20,067  |   |        |   | 20,067  |                            |  |                         | 10,795  |  |                      | 9,272   |   |                         |   | 20,053    |                          |  |   |       |   |  |   | (60,187    | ) |  |   | 20,067    |  
|Comprehensive income (loss)                |  |      | (474    | ) |        |   | (474    | )                          |  |                         |        |  |                      | (474    | ) |                         |   | (474      | )                        |  |   | (474   | ) |  |   | 1,896      |   |  |   | (474      | )
|                                           |  |      |         |   |        |   |         |                            |  |                         |         |  |                      |         |   |                         |   |           |                          |  |   |        |   |  |   |            |   |  |   |           |  
|Equity                                     |  |      | 344,984 |   |        |   | 345,354 |                            |  |                         | 200,868 |  |                      | 31,086  |   |                         |   | 231,940   |                          |  |   | 6,246  |   |  |   | (815,494   | ) |  |   | 344,984   |  
|                                           |  |      |         |   |        |   |         |                            |  |                         |         |  |                      |         |   |                         |   |           |                          |  |   |        |   |  |   |            |   |  |   |           |  
|Liabilities and Equity                     |  | $    | 347,392 |   |        | $ | 345,354 |                            |  | $                       | 507,518 |  | $                    | 235,021 |   |                         | $ | 1,187,327 |                          |  | $ | 86,848 |   |  | $ | (1,442,432 | ) |  | $ | 1,267,028 |  
|                                           |  |      |         |   |        |   |         |                            |  |                         |         |  |                      |         |   |                         |   |           |                          |  |   |        |   |  |   |            |   |  |   |           |  



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Emergency Medical Services Corporation

Notes to Unaudited Financial Statements

(in thousands, except share and per share data)



Condensed Consolidating Statement of Cash Flows

For the three months ended March 31, 2006



|                                                       |  |      |      |   |       |   |                              |  |                           |   |                       |   |   |                            |   |         |       |  |   |      |   |  |   |         |  
|------------------------------------------------------ |  | ---- | ---- | - | ----- | - | ---------------------------- |  | ------------------------- | - | --------------------- | - | - | -------------------------- | - | ------- | ----- |  | - | ---- | - |  | - | ------- | -
|                                                       |  | EMSC |      |   | EMSLP |   | Issuer EMSC Management, Inc. |  | Issuer EmCare HoldCo Inc. |   | Subsidiary Guarantors |   |   | Subsidiary Non- guarantors |   |         | Total | 
|Cash Flows from Operating Activities                   |  |      |      |   |       |   |                              |  |                           |   |                       |   |   |                            |   |         |       |  |   |      |   |  |   |         |  
|                                                       |  |      |      |   |       |   |                              |  |                           |   |                       |   |   |                            |   |         |       |  |   |      |   |  |   |         |  
|Net cash provided by operating activities              |  | $    |     |   |       | $ |                             |  | $                         |  |                       | $ |  |                            | $ | 36,095  |       |  | $ | 681  |   |  | $ | 36,776  |  
|                                                       |  |      |      |   |       |   |                              |  |                           |   |                       |   |   |                            |   |         |       |  |   |      |   |  |   |         |  
|Cash Flows from Investing Activities                   |  |      |      |   |       |   |                              |  |                           |   |                       |   |   |                            |   |         |       |  |   |      |   |  |   |         |  
|Purchase of property, plant and equipment              |  |      |     |   |       |   |                             |  |                           |  |                       |   |  |                            |   | (13,010 | )     |  |   |     |   |  |   | (13,010 | )
|Proceeds from sale of property, plant and equipment    |  |      |     |   |       |   |                             |  |                           |  |                       |   |  |                            |   | 110     |       |  |   |     |   |  |   | 110     |  
|Insurance collateral                                   |  |      |     |   |       |   |                             |  |                           |  |                       |   |  |                            |   | (5,356  | )     |  |   | (276 | ) |  |   | (5,632  | )
|Net change in deposits and other assets                |  |      |     |   |       |   |                             |  |                           |  |                       |   |  |                            |   | (757    | )     |  |   |     |   |  |   | (757    | )
|                                                       |  |      |      |   |       |   |                              |  |                           |   |                       |   |   |                            |   |         |       |  |   |      |   |  |   |         |  
|Net cash used in investing activities                  |  |      |     |   |       |   |                             |  |                           |  |                       |   |  |                            |   | (19,013 | )     |  |   | (276 | ) |  |   | (19,289 | )
|                                                       |  |      |      |   |       |   |                              |  |                           |   |                       |   |   |                            |   |         |       |  |   |      |   |  |   |         |  
|Cash Flows from Financing Activities                   |  |      |      |   |       |   |                              |  |                           |   |                       |   |   |                            |   |         |       |  |   |      |   |  |   |         |  
|EMSC equity issuance costs                             |  |      | (822 | ) |       |   |                             |  |                           |  |                       |   |  |                            |   |        |       |  |   |     |   |  |   | (822    | )
|Repayments of capital lease obligations and other debt |  |      |     |   |       |   |                             |  |                           |  |                       |   |  |                            |   | (1,986  | )     |  |   |     |   |  |   | (1,986  | )
|Net intercompany borrowings (payments)                 |  |      | 822  |   |       |   |                             |  |                           |  |                       |   |  |                            |   | (822    | )     |  |   |     |   |  |   |        |  
|Increase (decrease) in bank overdrafts                 |  |      |     |   |       |   |                             |  |                           |  |                       |   |  |                            |   | 6,114   |       |  |   |     |   |  |   | 6,114   |  
|                                                       |  |      |      |   |       |   |                              |  |                           |   |                       |   |   |                            |   |         |       |  |   |      |   |  |   |         |  
|Net cash provided by (used in) financing activities    |  |      |     |   |       |   |                             |  |                           |  |                       |   |  |                            |   | 3,306   |       |  |   |     |   |  |   | 3,306   |  
|                                                       |  |      |      |   |       |   |                              |  |                           |   |                       |   |   |                            |   |         |       |  |   |      |   |  |   |         |  
|Increase in cash and cash equivalents                  |  |      |     |   |       |   |                             |  |                           |  |                       |   |  |                            |   | 20,388  |       |  |   | 405  |   |  |   | 20,793  |  
|Cash and cash equivalents, beginning of period         |  |      |     |   |       |   |                             |  |                           |  |                       |   |  |                            |   | 18,001  |       |  |   | 47   |   |  |   | 18,048  |  
|                                                       |  |      |      |   |       |   |                              |  |                           |   |                       |   |   |                            |   |         |       |  |   |      |   |  |   |         |  
|Cash and cash equivalents, end of period               |  | $    |     |   |       | $ |                             |  | $                         |  |                       | $ |  |                            | $ | 38,389  |       |  | $ | 452  |   |  | $ | 38,841  |  
|                                                       |  |      |      |   |       |   |                              |  |                           |   |                       |   |   |                            |   |         |       |  |   |      |   |  |   |         |  



Condensed Consolidating
Statement of Cash Flows

For the two months ended March 31, 2005



|                                                       |  |      |   |        |   |          |                              |  |   |                           |   |  |                       |          |   |                            |   |         |       |  |   |         |   |  |   |          |  
|------------------------------------------------------ |  | ---- | - | ------ | - | -------- | ---------------------------- |  | - | ------------------------- | - |  | --------------------- | -------- | - | -------------------------- | - | ------- | ----- |  | - | ------- | - |  | - | -------- | -
|                                                       |  | EMSC |   | EMS LP |   |          | Issuer EMSC Management, Inc. |  |   | Issuer EmCare HoldCo Inc. |   |  | Subsidiary Guarantors |          |   | Subsidiary Non- guarantors |   |         | Total | 
|Cash Flows from Operating Activities                   |  |      |   |        |   |          |                              |  |   |                           |   |  |                       |          |   |                            |   |         |       |  |   |         |   |  |   |          |  
|                                                       |  |      |   |        |   |          |                              |  |   |                           |   |  |                       |          |   |                            |   |         |       |  |   |         |   |  |   |          |  
|Net cash provided by operating activities              |  | $    |  |        | $ |         |                              |  | $ |                          |   |  | $                     | 13       |   |                            | $ | 35,172  |       |  | $ | 11,540  |   |  | $ | 46,725   |  
|                                                       |  |      |   |        |   |          |                              |  |   |                           |   |  |                       |          |   |                            |   |         |       |  |   |         |   |  |   |          |  
|Cash Flows from Investing Activities                   |  |      |   |        |   |          |                              |  |   |                           |   |  |                       |          |   |                            |   |         |       |  |   |         |   |  |   |          |  
|EMS purchase of AMR and EmCare                         |  |      |  |        |   | (828,775 | )                            |  |   |                          |   |  |                       |         |   |                            |   |        |       |  |   |        |   |  |   | (828,775 | )
|Purchase of property, plant and equipment              |  |      |  |        |   |         |                              |  |   |                          |   |  |                       |         |   |                            |   | (10,516 | )     |  |   |        |   |  |   | (10,516  | )
|Proceeds from sale of property, plant and equipment    |  |      |  |        |   |         |                              |  |   |                          |   |  |                       |         |   |                            |   | 278     |       |  |   |        |   |  |   | 278      |  
|Insurance collateral                                   |  |      |  |        |   |         |                              |  |   |                          |   |  |                       |         |   |                            |   | 4,715   |       |  |   | (11,486 | ) |  |   | (6,771   | )
|Net change in deposits and other assets                |  |      |  |        |   |         |                              |  |   |                          |   |  |                       |         |   |                            |   | (1,351  | )     |  |   |        |   |  |   | (1,351   | )
|                                                       |  |      |   |        |   |          |                              |  |   |                           |   |  |                       |          |   |                            |   |         |       |  |   |         |   |  |   |          |  
|Net cash used in investing activities                  |  |      |  |        |   | (828,775 | )                            |  |   |                          |   |  |                       |         |   |                            |   | (6,874  | )     |  |   | (11,486 | ) |  |   | (847,135 | )
|                                                       |  |      |   |        |   |          |                              |  |   |                           |   |  |                       |          |   |                            |   |         |       |  |   |         |   |  |   |          |  
|Cash Flows from Financing Activities                   |  |      |   |        |   |          |                              |  |   |                           |   |  |                       |          |   |                            |   |         |       |  |   |         |   |  |   |          |  
|Borrowings under new senior secured credit facility    |  |      |  |        |   |         |                              |  |   | 241,500                   |   |  |                       | 108,500  |   |                            |   |        |       |  |   |        |   |  |   | 350,000  |  
|Proceeds from issuance of senior subordinated notes    |  |      |  |        |   |         |                              |  |   | 172,500                   |   |  |                       | 77,500   |   |                            |   |        |       |  |   |        |   |  |   | 250,000  |  
|Borrowings under new revolving credit facility         |  |      |  |        |   |         |                              |  |   | 13,938                    |   |  |                       | 6,262    |   |                            |   |        |       |  |   |        |   |  |   | 20,200   |  
|Issuance of partnership equity                         |  |      |  |        |   | 220,605  |                              |  |   |                          |   |  |                       |         |   |                            |   |        |       |  |   |        |   |  |   | 220,605  |  
|EMS LP partnership equity issuance costs               |  |      |  |        |   | (1,727   | )                            |  |   |                          |   |  |                       |         |   |                            |   |        |       |  |   |        |   |  |   | (1,727   | )
|Debt issue costs                                       |  |      |  |        |   | (1,737   | )                            |  |   | (11,491                   | ) |  |                       | (5,163   | ) |                            |   |        |       |  |   |        |   |  |   | (18,391  | )
|Repayments of capital lease obligations and other debt |  |      |  |        |   |         |                              |  |   |                          |   |  |                       |         |   |                            |   | (6,445  | )     |  |   |        |   |  |   | (6,445   | )
|Net intercompany borrowings (payments)                 |  |      |  |        |   | 611,634  |                              |  |   | (416,447                  | ) |  |                       | (187,052 | ) |                            |   | (8,135  | )     |  |   |        |   |  |   |         |  
|(Decrease) in bank overdrafts                          |  |      |  |        |   |         |                              |  |   |                          |   |  |                       |         |   |                            |   | (2,729  | )     |  |   |        |   |  |   | (2,729   | )
|(Decrease) in other non-current liabilities            |  |      |  |        |   |         |                              |  |   |                          |   |  |                       |         |   |                            |   | (1,391  | )     |  |   |        |   |  |   | (1,391   | )
|                                                       |  |      |   |        |   |          |                              |  |   |                           |   |  |                       |          |   |                            |   |         |       |  |   |         |   |  |   |          |  
|Net cash provided by (used in) financing activities    |  |      |  |        |   | 828,775  |                              |  |   |                          |   |  |                       | 47       |   |                            |   | (18,700 | )     |  |   |        |   |  |   | 810,122  |  
|                                                       |  |      |   |        |   |          |                              |  |   |                           |   |  |                       |          |   |                            |   |         |       |  |   |         |   |  |   |          |  
|Increase in cash and cash equivalents                  |  |      |  |        |   |         |                              |  |   |                          |   |  |                       | 60       |   |                            |   | 9,598   |       |  |   | 54      |   |  |   | 9,712    |  
|Cash and cash equivalents, beginning of period         |  |      |  |        |   |         |                              |  |   |                          |   |  |                       |         |   |                            |   | 14,631  |       |  |   |        |   |  |   | 14,631   |  
|                                                       |  |      |   |        |   |          |                              |  |   |                           |   |  |                       |          |   |                            |   |         |       |  |   |         |   |  |   |          |  
|Cash and cash equivalents, end of period               |  | $    |  |        | $ |         |                              |  | $ |                          |   |  | $                     | 60       |   |                            | $ | 24,229  |       |  | $ | 54      |   |  | $ | 24,343   |  
|                                                       |  |      |   |        |   |          |                              |  |   |                           |   |  |                       |          |   |                            |   |         |       |  |   |         |   |  |   |          |  



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|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.
|------- | ---------------------------------------------------------------------------------------

Forward-Looking Statements and Factors That May Affect Results

Certain statements and
information herein may be deemed to be forward-looking statements within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to
our objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Any
forward-looking statements herein are made as of the date this Quarterly Report on Form 10-Q is filed with the Securities and Exchange Commission, and EMSC undertakes no duty to update or revise any such statements. Forward-looking statements are
not guarantees of future performance and are subject to risks and uncertainties. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in EMSCs
filings with the SEC from time to time, including in the section entitled Risk Factors in the Companys most recent Annual Report on Form 10-K. Among the factors that could cause future results to differ materially from those
provided in this Quarterly Report on Form 10-Q are: the impact on our revenue of changes in transport volume, mix of insured and uninsured patients, and third party reimbursement rates and methods; the adequacy of our insurance coverage and
insurance reserves; potential penalties or changes to our operations if we fail to comply with extensive and complex government regulation of our industry, both as it exists now and as it may change in the future; our ability to recruit and retain
qualified physicians and other healthcare professionals, and enforce our non-compete agreements with our physicians; the loss of one or more members of our senior management team; the outcome of government investigations of certain of our business
practices; our ability to generate cash flow to service our debt obligations and fund the cost of capital expenditures to maintain and upgrade our vehicle fleet and medical equipment; and the loss of existing contracts and the accuracy of our
assessment of costs under new contracts.

All references to we, our, us or EMSC refer to
Emergency Medical Services Corporation and its subsidiaries, including Emergency Medical Services L.P. The Companys business is conducted primarily through two operating subsidiaries, American Medical Response, Inc., or AMR, and EmCare
Holdings Inc, or EmCare.

This Report should be read in conjunction with the Companys consolidated financial statements and notes
thereto included in our Annual Report on Form 10-K filed with the SEC on March 21, 2006.

Company Overview

We are a leading provider of emergency medical services in the United States. We operate our business and market our services under the AMR and EmCare
brands. AMR is the leading provider of ambulance transport services in the United States. EmCare is the leading provider of outsourced emergency department staffing and management services in the United States.

On February 10, 2005, an investor group led by Onex Partners LP and Onex Corporation, and including members of management, purchased AMR and EmCare
from Laidlaw International, Inc.

American Medical Response

Over its more than 50 years of operating history, AMR has developed the largest network of ambulance transport services in the United States based on net revenue and number of transports. For the three months ended
March 31, 2006, approximately 58% of AMRs net revenue was generated from emergency 911 ambulance transport services. Non-emergency ambulance transport services, including critical care transfer, wheelchair transports and other
interfacility transports, or IFTs, accounted for 33% of AMRs net revenue for the same period, with the balance generated from the provision of training, dispatch centers and other services to communities and public safety agencies.



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EmCare

Over its 33 years of operating history, EmCare has become the largest provider of outsourced emergency department staffing and related management services to healthcare facilities based on number of contracts with hospitals and affiliated
physician groups.

Key Factors and Measures We Use to Evaluate Our Business

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

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

In addition to continually monitoring our payor mix, we also analyze certain measures in each of our business segments.

AMR

Approximately 91% of AMRs net revenue for
the three months ended March 31, 2006 was transport revenue derived from the treatment and transportation of patients based on billings to third party payors and healthcare facilities. The balance of AMRs net revenue is derived from
direct billings to communities and government agencies for the provision of training, dispatch center and other services. AMRs measures for net revenue include transports (segregated into ambulance and wheelchair transports and in certain
analyses weighted) and net revenue per transport.

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

The costs we incur in our AMR business segment consist primarily of compensation and benefits for ambulance crews and support personnel, direct and
indirect operating costs to provide transportation services, and costs related to accident and insurance claims. AMRs key cost measures include unit hours and cost per unit hour (to measure compensation-related costs and the efficiency of our
ambulance deployment), operating costs per transport, and accident and insurance claims.

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

In addition to the costs referred to above, we incur selling, general and administrative expenses which consist primarily of compensation and benefits
for management, sales, marketing, account management and



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administrative personnel, as well as expenses related to communications, travel, professional fees and training.

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

EmCare

Of EmCares net revenue for the three months ended March 31, 2006, approximately 99% was derived from our hospital contracts for emergency department staffing, hospitalist and radiology services and other
management services. Of this revenue, approximately 76% was generated from billings to third party payors for patient visits and approximately 24% was generated from billings to hospitals and affiliated physician groups for professional services.
EmCares key net revenue measures are patient visits, net revenue per patient visit, and number of contracts.

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

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

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

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

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

Factors Affecting Operating Results

Re-Capitalization
Activities

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



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Changes in Net New Contracts

Our operating results are affected directly by the number of net new contracts we have in a period, reflecting the effects of both new contracts and contract expirations. We regularly bid for new contracts, frequently
in a formal competitive bidding process that often requires written responses to a Request for Proposal (RFP), and, in any fiscal period, certain of our contracts will expire. From time to time, we may elect not to seek extension or
renewal of a contract, or may reduce certain services, if we determine that we cannot continue to provide such services on favorable terms. With respect to expiring contracts we would like to renew, we may be required to seek renewal through an RFP,
and we may not be successful in retaining any such contracts, or retaining them on terms that are as favorable as present terms. For example, in the case of our 9-1-1 contract with Los Angeles County, we recently were informed that we will lose a
substantial portion of our 9-1-1 business under that contract.

Inflation and Fuel Costs

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

AMRs recent operating expenses have been adversely
affected by increasing fuel costs. Fuel costs represented approximately 12.1% of AMRs operating expenses of $58.6 million in the three months ended March 31, 2006, an increase of 11.6% for the same period in 2005. Further increases in
fuel costs without mitigation through fee and subsidy increases would continue to adversely affect AMRs operating results.

Results of
Operations

Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005

The following tables present a comparison of financial data, from our unaudited consolidated statements of operations for the three months ended
March 31, 2006, and from our unaudited consolidated (two months ended March 31, 2005) and our unaudited combined (one month ended January 31, 2005  Predecessor) statements of operations for the three months ended March 31,
2005, for EMSC and our two operating segments. The three months ended March 31, 2005 represents the combination of the financial information for AMR and EmCare for the one month ended January 31, 2005, prior to the effective date of the
acquisition of AMR and EmCare, and the two months ended March 31, 2005. The comparability of these periods has been affected by a number of factors including the acquisition of AMR and EmCare by Emergency Medical Services L.P., or EMS LP, in
February 2005 and by the initial public offering of EMSC in December 2005. Generally the results of operations of our segments are comparable except for certain capital costs such as interest and amortization and Laidlaw acquisition-related
compensation charges.

Non-GAAP Measures

Earnings
Before Interest, Taxes, Depreciation and Amortization (EBITDA)

EBITDA is defined as operating income plus depreciation and
amortization expense. EBITDA is commonly used by management and investors as a measure of leverage capacity, debt service ability and liquidity. EBITDA is not considered a measure of financial performance under U.S. generally accepted accounting
principles, or 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



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other similarly titled measures of other companies. The table sets forth a reconciliation of EBITDA to income from operations and net income (loss).

Unaudited Results of Operations and as a Percentage of Net Revenue

(dollars in thousands)

EMSC



|                                                |  |                                  |         |   |                                           |       |   |  |   |         |                |  |       |  
|----------------------------------------------- |  | -------------------------------- | ------- | - | ----------------------------------------- | ----- | - |  | - | ------- | -------------- |  | ----- | -
|                                                |  | Three months endedMarch 31, 2006 |         |   | Pro forma threemonths endedMarch 31, 2005 |      
|                                                |  |                                  |         |   | % ofnetrevenue                            |       |   |  |   |         | % ofnetrevenue | 
|Net revenue                                     |  | $                                | 469,124 |   |                                           | 100.0 | % |  | $ | 429,458 |                |  | 100.0 | %
|Compensation and benefits                       |  |                                  | 326,047 |   |                                           | 69.5  | % |  |   | 298,881 |                |  | 69.6  | %
|Operating expenses                              |  |                                  | 66,454  |   |                                           | 14.2  | % |  |   | 57,639  |                |  | 13.4  | %
|Insurance expense                               |  |                                  | 22,907  |   |                                           | 4.9   | % |  |   | 24,675  |                |  | 5.7   | %
|Selling, general and administrative expenses    |  |                                  | 14,839  |   |                                           | 3.2   | % |  |   | 12,962  |                |  | 3.0   | %
|Laidlaw compensation charges                    |  |                                  |        |   |                                           | 0.0   | % |  |   | 14,440  |                |  | 3.4   | %
|                                                |  |                                  |         |   |                                           |       |   |  |   |         |                |  |       |  
|EBITDA                                          |  |                                  | 38,877  |   |                                           | 8.3   | % |  |   | 20,861  |                |  | 4.9   | %
|Depreciation and amortization expense           |  |                                  | 15,844  |   |                                           | 3.4   | % |  |   | 12,790  |                |  | 3.0   | %
|                                                |  |                                  |         |   |                                           |       |   |  |   |         |                |  |       |  
|Income from operations                          |  |                                  | 23,033  |   |                                           | 4.9   | % |  |   | 8,071   |                |  | 1.9   | %
|Interest expense                                |  |                                  | (11,292 | ) |                                           | -2.4  | % |  |   | (10,993 | )              |  | -2.6  | %
|Realized loss on investments                    |  |                                  | (219    | ) |                                           | 0.0   | % |  |   | (26     | )              |  | 0.0   | %
|Interest and other income                       |  |                                  | 352     |   |                                           | 0.1   | % |  |   | 9       |                |  | 0.0   | %
|Income tax (expense) benefit                    |  |                                  | (4,628  | ) |                                           | -1.0  | % |  |   | 1,398   |                |  | 0.3   | %
|Equity in earnings of unconsolidated subsidiary |  |                                  | 15      |   |                                           | 0.0   | % |  |   |        |                |  | 0.0   | %
|                                                |  |                                  |         |   |                                           |       |   |  |   |         |                |  |       |  
|Net income (loss)                               |  | $                                | 7,261   |   |                                           | 1.5   | % |  | $ | (1,541  | )              |  | -0.4  | %
|                                                |  |                                  |         |   |                                           |       |   |  |   |         |                |  |       |  

AMR



|                                             |  |                                   |         |                |                                            |   |  |   |                |  |       |  
|-------------------------------------------- |  | --------------------------------- | ------- | -------------- | ------------------------------------------ | - |  | - | -------------- |  | ----- | -
|                                             |  | Three months ended March 31, 2006 |         |                | Pro forma threemonths ended March 31, 2005 |  
|                                             |  |                                   |         | % ofnetrevenue |                                            |   |  |   | % ofnetrevenue | 
|Net revenue                                  |  | $                                 | 295,312 |                | 100.0                                      | % |  | $ | 278,898        |  | 100.0 | %
|Compensation and benefits                    |  |                                   | 190,149 |                | 64.4                                       | % |  |   | 178,396        |  | 64.0  | %
|Operating expenses                           |  |                                   | 58,639  |                | 19.9                                       | % |  |   | 51,268         |  | 18.4  | %
|Insurance expense                            |  |                                   | 12,799  |                | 4.3                                        | % |  |   | 13,583         |  | 4.9   | %
|Selling, general and administrative expenses |  |                                   | 10,566  |                | 3.6                                        | % |  |   | 8,913          |  | 3.2   | %
|Laidlaw compensation charges                 |  |                                   |        |                | 0.0                                        | % |  |   | 5,858          |  | 2.1   | %
|                                             |  |                                   |         |                |                                            |   |  |   |                |  |       |  
|EBITDA                                       |  |                                   | 23,159  |                | 7.8                                        | % |  |   | 20,880         |  | 7.5   | %
|Depreciation and amortization                |  |                                   | 12,610  |                | 4.3                                        | % |  |   | 10,822         |  | 3.9   | %
|                                             |  |                                   |         |                |                                            |   |  |   |                |  |       |  
|Income from operations                       |  | $                                 | 10,549  |                | 3.6                                        | % |  | $ | 10,058         |  | 3.6   | %
|                                             |  |                                   |         |                |                                            |   |  |   |                |  |       |  



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EmCare



|                                             |  |                                   |         |                |                                           |   |  |   |         |                |  |       |  
|-------------------------------------------- |  | --------------------------------- | ------- | -------------- | ----------------------------------------- | - |  | - | ------- | -------------- |  | ----- | -
|                                             |  | Three months ended March 31, 2006 |         |                | Pro forma threemonths endedMarch 31, 2005 |  
|                                             |  |                                   |         | % ofnetrevenue |                                           |   |  |   |         | % ofnetrevenue | 
|Net revenue                                  |  | $                                 | 173,812 |                | 100.0                                     | % |  | $ | 150,560 |                |  | 100.0 | %
|Compensation and benefits                    |  |                                   | 135,898 |                | 78.2                                      | % |  |   | 120,485 |                |  | 80.0  | %
|Operating expenses                           |  |                                   | 7,815   |                | 4.5                                       | % |  |   | 6,371   |                |  | 4.2   | %
|Insurance expense                            |  |                                   | 10,108  |                | 5.8                                       | % |  |   | 11,092  |                |  | 7.4   | %
|Selling, general and administrative expenses |  |                                   | 4,273   |                | 2.5                                       | % |  |   | 4,049   |                |  | 2.7   | %
|Laidlaw compensation charges                 |  |                                   |        |                | 0.0                                       | % |  |   | 8,582   |                |  | 5.7   | %
|                                             |  |                                   |         |                |                                           |   |  |   |         |                |  |       |  
|EBITDA                                       |  | $                                 | 15,718  |                | 9.0                                       | % |  | $ | (19     | )              |  | 0.0   | %
|Depreciation and amortization                |  |                                   | 3,234   |                | 1.9                                       | % |  |   | 1,968   |                |  | 1.3   | %
|                                             |  |                                   |         |                |                                           |   |  |   |         |                |  |       |  
|Income (loss) from operations                |  | $                                 | 12,484  |                | 7.2                                       | % |  | $ | (1,987  | )              |  | -1.3  | %
|                                             |  |                                   |         |                |                                           |   |  |   |         |                |  |       |  

Consolidated

Net revenue. For the three months ended March 31, 2006 we generated net revenue of $469.1 million, compared to net revenue of $429.5 million for the three months ended March 31, 2005, representing a
9.2% increase. The increase is attributable primarily to rate and volume increases on existing contracts and increased revenue from net new contracts.

Depreciation and amortization expense. Depreciation and amortization expense for the three months ended March 31, 2006 was $15.8 million, or 3.4% of net revenue, compared to $12.8 million, or 3.0% of net
revenue, for the three months ended March 31, 2005. The increase as a percentage of net revenue is attributable to additional amortization expense on the contract intangible assets we recorded in connection with the acquisition.

Income from operations. Income from operations was $23.0 million, or 4.9% of net revenue, for the three months ended March 31, 2006 compared
to $8.1 million, or 1.9% of net revenue, for the same period in 2005. The increase is attributable primarily to the elimination of Laidlaw acquisition-related compensation charges and to the net impact of revenue growth during the quarter.

Interest expense.Interest expense for the three months ended March 31, 2006 was $11.3 million compared to $11.0 million for
the same period in 2005. The increase relates to interest costs on the debt we incurred in connection with our acquisition of AMR and EmCare in February 2005, offset by the repayment of approximately $99.1 million of our senior secured credit
facility in December 2005 following our initial public offering.

Income tax expense.Income tax expense increased by $6.0 million
for the three months ended March 31, 2006, compared to the same period in 2005, resulting primarily from increased operating income. The one month ended January 31, 2005, included one-time acquisition-related Laidlaw compensation charges
which resulted in an operating loss for the month and an associated income tax benefit.

AMR

Net revenue.Net revenue for the three months ended March 31, 2006 was $295.3 million, an increase of $16.4 million, or 5.9%, from $278.9
million for the three months ended March 31, 2005. The increase in



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net revenue was due primarily to an increase in our net revenue per weighted transport of approximately 4.8%. The increase in net revenue per weighted
transport was the result of rate increases in several of our operating markets, offset in part by Medicare rate decreases under the Medicare Modernization Act. Ambulance transport volume grew 1.3% offset by planned reductions in wheelchair
transports in certain markets of 10.4%, resulting in an increase of approximately 7,700 weighted transports compared with the same quarter last year.

Compensation and benefits.Compensation and benefits costs for the three months ended March 31, 2006 were $190.1 million, or 64.4% of net revenue, compared to $178.4 million, or 64.0% of net revenue, for
the three months ended March 31, 2005. Total unit hours increased period over period by approximately 73,000, primarily due to the increase in ambulance transport volume and contractual deployment changes. In addition, ambulance crew wages per
ambulance unit hour increased by approximately 5.1%, which increased compensation costs by $5.2 million. The ambulance crew wages per ambulance unit hour increase resulted principally from annual salary increases, increased overtime due to staffing
shortages in certain markets and $0.7 million in one-time contractual payments. Benefits costs increased by $1.9 million for the three months ended March 31, 2006, but decreased slightly as a percentage of salaries compared to the same period
last year.

Operating expenses.Operating expenses for the three months ended March 31, 2006 were $58.6 million, or 19.9% of
net revenue, compared to $51.3 million, or 18.4% of net revenue, for the three months ended March 31, 2005. Operating expenses per weighted transport increased 13.2% in the three months ended March 31, 2006 compared to the same period in
2005. The change is due primarily to additional fuel and vehicle repair costs of approximately $2.0 million. In addition, external provider costs increased by approximately $2.0 million and were offset by additional revenue. Other operating costs,
including medical supplies, occupancy, professional fees related to Sarbanes-Oxley and other Company initiatives, and other expenses, increased by approximately $3.3 million, or an increase of 0.5% as a percentage of net revenue.

Insurance expense.Insurance expense for the three months ended March 31, 2006 was $12.8 million, or 4.3% of net revenue, compared to $13.6
million, or 4.9% of net revenue, for the same period in 2005 due to continued improvement in ultimate claims costs.

Selling, general
and administrative expenses.Selling, general and administrative expense for the three months ended March 31, 2006 was $10.6 million, or 3.6% of net revenue, compared to $8.9 million, or 3.2% of net revenue, for the three months ended
March 31, 2005. The 2005 period included one-time credits of $0.8 million. The remaining increase relates primarily to the Companys implementation of strategic initiatives, offset in part by a reduction in management fees.

Laidlaw compensation charges.AMR did not incur Laidlaw compensation charges subsequent to the acquisition in February 2005. The three months
ended March 31, 2005 includes $5.9 million, or 2.1% of net revenue, for Laidlaw acquisition-related compensation charges incurred in January 2005.

Depreciation and amortization expense. Depreciation and amortization expense for the three months ended March 31, 2006, was $12.6 million, or 4.3% of net revenue, compared to $10.8 million, or 3.9% of net revenue, for the three
months ended March 31, 2005. The increase as a percentage of net revenue is attributable to additional amortization expense related to the contract intangible we recorded in connection with the acquisition and the composition and timing of capital
expenditures.

EmCare

Net
revenue.Net revenue for the three months ended March 31, 2006 was $173.8 million, an increase of $23.2 million, or 15.4 %, from $150.6 million for the three months ended March 31, 2005. The increase was due primarily to an
increase in patient visits from net new hospital contracts and net revenue increases in existing contracts. Following March 31, 2005, we added 20 net new contracts which accounted for a net revenue increase of $7.8 million for the three months
ended March 31, 2006. Net revenue under our same facility contracts (contracts in existence for the entirety of both fiscal periods) increased $15.4 million in



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the three months ended March 31, 2006 due to a 4.3% increase in patient visits, and a 6.6% increase in net revenue per patient visit.

Compensation and benefits.Compensation and benefits costs for the three months ended March 31, 2006 were $135.9 million, or 78.2% of net
revenue, compared to $120.5 million, or 80.0% of net revenue, for the three months ended March 31, 2005. Increases are primarily from same facility provider compensation and benefits, which increased $9.3 million as a result of increased
patient volume and provider compensation adjustments related to higher net patient revenue, and a $3.5 million increase from net new contract additions.

Operating expenses.Operating expenses for the three months ended March 31, 2006 were $7.8 million, or 4.5% of net revenue, compared to $6.4 million, or 4.2% of net revenue, for the three months ended
March 31, 2005. Operating expenses, as a percentage of net revenue, increased due to professional fees related to Sarbanes-Oxley and other Company initiatives.

Insurance expense.Professional liability insurance expense for the three months ended March 31, 2006 was $10.1 million, or 5.8% of net revenue, compared to $11.1 million, or 7.4% of net revenue, for the
three months ended March 31, 2005. The decrease as a percentage of net revenue is due to continued improvement in ultimate claims costs.

Selling, general and administrative expenses.Selling, general and administrative expense for the three months ended March 31, 2006 was $4.3 million, or 2.5% of net revenue, compared to $4.0 million, or 2.7% of net revenue, for
the three months ended March 31, 2005.

Laidlaw compensation charges.EmCare did not incur Laidlaw compensation charges
subsequent to the acquisition in February 2005. The three months ended March 31, 2005 includes $8.6 million, or 5.7% of net revenue, for Laidlaw acquisition-related compensation charges incurred in January 2005.

Depreciation and amortization expense. Depreciation and amortization expense for the three months ended March 31, 2006 was $3.2 million, or
1.9% of net revenue, compared to $2.0 million, or 1.3% of net revenue, for the three months ended March 31, 2005. The increase as a percentage of net revenue is attributable to additional amortization expense from the contract intangible we
recorded in connection with the acquisition, as well as depreciation expense related to EmCares participation in Company-wide shared services initiatives.

Liquidity and Capital Resources

Our primary source of liquidity is cash flows provided by our operating activities.
We can also use our revolving senior secured credit facility, described below, to supplement cash flows provided by our operating activities if we decide to do so for strategic or operating reasons. Our liquidity needs are primarily to service
long-term debt and to fund working capital requirements, capital expenditures related to the acquisition of vehicles and medical equipment, technology-related assets and insurance-related deposits.



|                                 |  |                               |         |   |                               |   |          |  
|-------------------------------- |  | ----------------------------- | ------- | - | ----------------------------- | - | -------- | -
|Cash flow provided by (used in): |  | ThreemonthsendedMarch 31,2006 |         |   | ThreemonthsendedMarch 31,2005 |  
|Operating activities             |  | $                             | 36,776  |   |                               | $ | 42,045   |  
|Investing activities             |  |                               | (19,289 | ) |                               |   | (840,319 | )
|Financing activities             |  | $                             | 3,306   |   |                               | $ | 818,754  |  



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Cash Flow

Operating activities. Operating cash flows for the three months ended March 31, 2006 were $36.8 million, compared to $42.0 million for the same three month period last year. Operating cash flows were affected by changes in accounts
receivable, timing differences in payroll and interest payments. Changes in net working capital contributed $8.6 million for the three months ended March 31, 2006. This included a $20.0 million decrease in accounts receivable, compared to an
increase of $4.6 million for the same period in 2005, offset by a reduction in accrued liabilities due to timing differences in our payroll-related disbursements of $17.1 million. Operating cash flows for the three months ended March 31, 2005 did
not include a semi-annual interest payment of $12.5 million on our senior secured notes.

Investing activities. Net cash used in
investing activities was $19.3 million for the three months ended March 31, 2006, compared to $840.3 million for the same period in 2005. The $821.0 million decrease is attributable principally to our net cash outflows of $828.8 million to purchase
AMR and EmCare from Laidlaw in February 2005. Net cash used in investing activities during the first quarter ended March 31, 2006, relates primarily to capital expenditures for the purchase of new vehicles, medical equipment and technology-related
assets, and the change in investments to fund insurance-related obligations.

Financing activities. For the three months ended March
31, 2006, net cash provided by financing activities was $3.3 million compared to net cash provided by financing activities of $818.8 million for the three months ended March 31, 2005. The $815.5 million decrease is attributable principally to
borrowings under our senior secured credit facility of $370.2 million, our issuance of $250.0 million principal amount of our senior subordinated notes, and equity proceeds of $220.6 million in connection with our acquisition of AMR and EmCare in
the 2005 period.

We believe our cash and cash equivalents, cash provided by our operating activities, and amounts available under our
senior secured credit facility will meet the liquidity requirements of our business through at least the next 12 months. We have available to us, upon compliance with customary conditions, $100.0 million under the revolving credit facility, less any
letters of credit outstanding (which totaled $27.3 million at March 31, 2006). Further, we have a conditional right under our senior secured credit facility to request new or existing lenders to provide up to an additional $100.0 million of
term debt (in $20.0 million increments).



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Our primary exposure to market risk consists of changes in interest rates on certain of our borrowings and changes in fuel prices. We have not entered into hedging transactions or used derivative instruments for speculative or trading
purposes to mitigate related exposure.

As of March 31, 2006, we had $500.2 million of debt, of which $247.6 million was variable rate
debt under our senior secured credit facility and the balance was fixed rate debt, including $250.0 million aggregate principal amount of our senior subordinated notes. Over the past twelve months, prime and LIBOR interest rates have increased by
approximately 2.00% and 1.92%, respectively. Changes to these interest rates may continue to occur. Increases and decreases in interest rates affect our interest costs for our variable rate debt. For comparative purposes, for every 0.125% change in
interest rates, our interest costs on our senior secured credit facility will change by approximately $0.36 million per year based on our outstanding indebtedness at March 31, 2006.



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|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Evaluation of Disclosure Controls
and Procedures

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

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

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended March 31, 2006 that have
materially affected, or are reasonably likely to materially affect, our financial reporting.



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##### Table of Contents

EMERGENCY MEDICAL SERVICES CORPORATION

PART II. OTHER INFORMATION

FOR THE THREE MONTHS ENDED

MARCH 31,
2006



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

For additional information
regarding legal proceedings, please refer to the notes accompanying the consolidated financial statements included herein and to the Companys Annual Report on Form 10-K filed with the SEC on March 21, 2006.



|ITEM 6. | EXHIBITS
|------- | --------



|     |  |                                                                                                                                                                                                                                                                                          
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of the Chief Executive Officer of Emergency Medical Services Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                       
|     | 
|31.2 |  | Certification of the Chief Executive Officer of Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P., pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*                                                                               
|     | 
|31.3 |  | Certification of the Chief Financial Officer of Emergency Medical Services Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                       
|     | 
|31.4 |  | Certification of the Chief Financial Officer of Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P., pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*                                                                               
|     | 
|32.1 |  | Certification of the Chief Executive Officer and the Chief Financial Officer of Emergency Medical Services Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.*                                                        
|     | 
|32.2 |  | Certification of the Chief Executive Officer and the Chief Financial Officer of Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P. pursuant to 18
U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

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|* | Filed with this Report
|- | ----------------------



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants
have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized, on the 11thday of May, 2006.



EMERGENCY MEDICAL SERVICES CORPORATION(registrant)By:

/s/ William A. SangerWilliam A. SangerChairman and Chief Executive Officer




EMERGENCY MEDICAL SERVICES L.P.(registrant)By:

Emergency Medical Services Corporation, its General Partner




By:

/s/ William A. SangerWilliam A. SangerChairman and Chief Executive Officer




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##### Table of Contents

EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                          
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                              
|            | 
|31.1        |  | Certification of the Chief Executive Officer of Emergency Medical Services Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                       
|            | 
|31.2        |  | Certification of the Chief Executive Officer of Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P., pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*                                                                               
|            | 
|31.3        |  | Certification of the Chief Financial Officer of Emergency Medical Services Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                       
|            | 
|31.4        |  | Certification of the Chief Financial Officer of Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P., pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*                                                                               
|            | 
|32.1        |  | Certification of the Chief Executive Officer and the Chief Financial Officer of Emergency Medical Services Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.*                                                        
|            | 
|32.2        |  | Certification of the Chief Executive Officer and the Chief Financial Officer of Emergency Medical Services Corporation, as general partner of Emergency Medical Services L.P. pursuant to 18
U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

---

|* | Filed with this Report
|- | ----------------------



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