1334544--2/23/2009--Emergency_Medical_Services

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Risk Factors Related to our Capital Structure The interests of our controlling stockholders may conflict with interests of other stockholders. Onex has the voting power to elect our entire board of directors and to remove any director or our entire board without cause. As a holding company, our only material asset is our equity interest in EMS LP and our only source of revenue is distributions from EMS LP. Because the Onex entities have the voting power to control our board of directors, they could influence us, as the general partner of EMS LP, to take action at the level of EMS LP that would benefit the Onex entities and conflict with the interest of our class A stockholders. We are party to a management agreement with an affiliate of Onex which permits us to increase substantially the fee we pay to that affiliate. Our substantial indebtedness could adversely affect our financial condition and our ability to operate our business. Servicing our debt will require a significant amount of cash. Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations. Restrictive covenants in our senior secured credit facility and the indenture governing our senior subordinated notes may restrict our ability to pursue our business strategies. Our obligations under our senior secured credit facility are secured by substantially all of our assets. Volatility and disruption of financial markets could affect access to credit. Risk Factors Related to Our Business We could be subject to lawsuits for which we are not fully reserved. We are subject to a variety of federal, state and local laws and regulatory regimes, including a variety of labor laws and regulations. Failure to comply with laws and regulations could subject us to, among other things, penalties and legal expenses which could have a materially adverse effect on our business. The reserves we establish with respect to our losses covered under our insurance programs are subject to inherent uncertainties. Insurance coverage for some of our losses may be inadequate and may be subject to the credit risk of commercial insurance companies. Volatility in current market conditions could negatively impact insurance collateral balances and result in additional funding requirements. We are subject to decreases in our revenue and profit margin under our fee-for-service contracts, where we bear the risk of changes in volume, payor mix and third party reimbursement rates. We may not be able to successfully recruit and retain physicians and other healthcare professionals with the qualifications and attributes desired by us and our customers. Our non-compete agreements and other restrictive covenants involving physicians may not be enforceable. We are required to make significant capital expenditures for our ambulance services business in order to remain competitive. We depend on our senior management and may not be able to retain those employees or recruit additional qualified personnel. Our revenue would be adversely affected if we lose existing contracts. We may not accurately assess the costs we will incur under new contracts. The high level of competition in our segments of the market for emergency medical services could adversely affect our contract and revenue base. Our business depends on numerous complex information systems, and any failure to successfully maintain these systems or implement new systems could materially harm our operations. If we fail to implement our business strategy, our financial performance and our growth could be materially and adversely affected. A successful challenge by tax authorities to our treatment of certain physicians as independent contractors and to our tax elections could require us to pay past taxes and penalties. We may make acquisitions which could divert the attention of management and which may not be integrated successfully into our existing business. If Laidlaw is unwilling or unable to satisfy any indemnification claims made by us pursuant to the purchase agreements relating to the acquisition of AMR and EmCare, we will be forced to satisfy such claims ourselves. Many of our employees are represented by labor unions and any work stoppage could adversely affect our business. Our consolidated revenue and earnings could vary significantly from period to period due to our national contract with the Federal Emergency Management Agency. We may be required to enter into large scale deployment of resources in response to a national emergency under our contract with FEMA, which may divert management attention and resources. Risk Factors Related to Healthcare Regulation We conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations. We are subject to comprehensive and complex laws and rules that govern the manner in which we bill and are paid for our services by third party payors, and the failure to comply with these rules, or allegations that we have failed to do so, can result in civil or criminal sanctions, including exclusion from federal and state healthcare programs. If we are unable to timely enroll our providers in the Medicare program, our collections and revenue will be harmed. Changes in the rates or methods of third party reimbursements may adversely affect our revenue and operations. If current or future laws or regulations force us to restructure our arrangements with physicians, professional corporations and hospitals, we may incur additional costs, lose contracts and suffer a reduction in net revenue under existing contracts, and we may need to refinance our debt or obtain debt holder consent. Our contracts with healthcare facilities and marketing practices are subject to the federal Anti-Kickback Statute, and we entered into a settlement in 2006 for alleged violations of that statute. Changes in our ownership structure and operations require us to comply with numerous notification and reapplication requirements in order to maintain our licensure, certification or other authority to operate, and failure to do so, or an allegation that we have failed to do so, can result in payment delays, forfeiture of payment or civil and criminal penalties. If we fail to comply with the terms of our settlement agreements with the government, we could be subject to additional litigation or other governmental actions which could be harmful to our business. If we are unable to effectively adapt to changes in the healthcare industry, our business may be harmed. Risk Factors Related to Our Corporate Governance Our certificate of incorporation and our by-laws contain provisions that could discourage another company from acquiring us and may prevent attempts by our stockholders to replace or remove our current management. We are a "controlled company" within the meaning of the New York Stock Exchange rules and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

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1334544--2/23/2009--Emergency_Medical_Services_CORP