8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 2, 2009

RURAL/METRO CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	0-22056	86-0746929
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9221 East Via de Ventura

Scottsdale, Arizona

85258

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (480) 994-3886

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On April 3, 2009, Rural/Metro Corporation’s (the “Company”) executive management, including President and Chief Executive Officer, Jack E. Brucker, and Senior Vice President and Chief Financial Officer, Kristine B. Ponczak, will present a slide presentation at an investor conference (the “Power Point Presentation”). The full text of the Power Point Presentation is attached hereto as Exhibit 99.1. The Power Point Presentation contains forward-looking statements regarding the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Power Point Presentation

The information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and Section 11 of the Securities Act of 1933, as amended (the “Securities Act”), or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference in any filing under the Exchange Act or Securities Act, except to the extent specifically provided in any such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RURAL/METRO CORPORATION
Date: April 2, 2009	By:	/s/ Kristine B. Ponczak
		Kristine B. Ponczak
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Power Point Presentation

EX-99.1

In Our Business, Every Second Counts

Investor Day –

April 3, 2009

Exhibit 99.1

Forward Looking Statements

Nothing contained in this presentation is, or should be relied upon as, a promise

or representation as to the future.  Any projections contained herein or otherwise

made available are based on management’s analysis of information available at

the time this presentation was prepared and on assumptions and perspectives

that may be unique to Rural/Metro management, which may or may not prove to

be correct.  There can be no representation, warranty or other assurance as to

the accuracy or completeness of such projections or that any such projections

will be realized.  Recipients of this presentation should conduct their own

investigation and analysis of the business, data and property described.

2

Welcome & Introductions

3

Agenda

10:00 a.m.

Registration & Check-In

10:15 a.m.

Welcome and Introductions (Liz Merritt, Managing Director of

(Tab 1)

Investor Relations)

10:20 a.m.

The Industry, the Company, and the Business

(Tab 2)

(Jack Brucker, President & CEO)

10:45 a.m.

Operational Technology & Revenue Cycle Management (Todd

(Tab 3)

Walker, Mid-Atlantic Group President)

11:15 a.m.

Financial Performance (Kristi Ponczak, Senior VP & CFO)

(Tab 4)

11:30 a.m.

Question & Answer Session

Noon -1 p.m.

Roundtable Luncheon With Management

4

Management Presenters

Jack Brucker, President & Chief Executive Officer –

Mr. Brucker joined Rural/Metro in 1997 as Chief Operating Officer and was

promoted

to

Chief

Executive

Officer

in

January

2000.

Mr.

Brucker

holds

an

MBA

degree from Ohio State University and a Bachelor of Science degree in Business

Administration from Youngstown State University.

Kristi Ponczak, Senior Vice President & Chief

Financial Officer –

Mrs. Ponczak joined Rural/Metro in 1998 as Director

of Financial Planning. She was promoted in 2004 to Vice President and Treasurer,

where she served until 2006 when she was appointed Senior Vice President &

Chief Financial Officer.  Mrs. Ponczak is a certified public accountant and holds a

Bachelor of Science degree in accounting from Arizona State University.

Todd Walker, Mid-Atlantic Group President –

Mr. Walker

joined Rural/Metro in 1996 as a District Manager and was promoted to Group

President

in

2000.

Prior

to

joining

Rural/Metro,

Mr.

Walker

was

Vice

President

and

part owner of Metro Ambulance in Cleveland, Ohio, which was acquired by

Rural/Metro.  Mr. Walker holds a Bachelor of Science degree in business

administration from the University of Massachusetts.

5

The Industry, The Company,

& The Business

Jack Brucker, President & CEO

6

7

40.0%

44.0%

9.0%

7.0%

Private

Public

Hospital

Public Utility

Medically Necessary Ambulance Market

Estimated at $13.0 Billion in Gross Revenue Annually*

Sources: U.S. Census Bureau; Coalition of Advanced Emergency Medical Systems; Centers for Medicare and Medicaid Services; American Ambulance

Association 2006 Ambulance Cost Survey, Final Report; 2007 Journal of Emergency Medical Services 200 City Survey.

* Excludes wheelchair transports

Partnerships With Municipal Departments & Hospital-Based Services Provide Market

Expansion Opportunities

16%

37%

47%

Rural/Metro

AMR

Other

Industry Overview

Private Providers

Types of Ambulance Services

Emergency

Market

Dynamics

Overview

Advanced life support (paramedic care)

Basic life support (emergency medical

technician care)

Exclusive 911 contracts

Services provided in conjunction with local

municipal system

Key differentiating characteristics: Quality

of service and response times

8

Budgetary constraints driving more

ambulance service outsourcing by

municipalities

Exclusive contracts limit competitor

opportunities

Continued rate increases

CON (Certificate of Necessity) provides

barrier to entry

Non-Emergency

Medically necessary, pre-scheduled inter-

facility services

Preferred provider arrangement & contracts

Services provided to facilities such as

hospitals, nursing homes, surgical centers,

dialysis centers

Key differentiating characteristics: quality of

service and response times

Increasing inter-facility travel between

specialty health care facilities

Hospital cost containment strategy driving

more ambulance service outsourcing

Larger number of competitors/fewer barriers

to entry

More profitable when provided to

communities with existing 911 services –

strong operating leverage

Growth Drivers in Ambulance Reimbursement

12

16

20

26

31

35

40

54

70

77

82

150

179

203

227

249

281

300

325

351

377

404

0

50

100

150

200

250

300

350

400

450

1950

1960

1970

1980

1990

2000

2010*

2020*

2030*

2040*

2050*

Age 65+

Total

Elderly Population Growth Rate

Steady

increase

in

people

age

65+;

accelerating

growth

of

people

55-64

(4%

5-yr

CAGR)

•

Growth of 65+ population is 1.8% vs. 0.6% for remainder of population

•

42% of R/M transports are for patients 65+

Movement of retirees to warmer-climate states in which Rural/Metro is primary ambulance

provider drives increase in transport volume

Increased patient travel between specialty treatment healthcare facilities

9

Total

Elderly

Population

(1950

–

2050)

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

2000

2010E

2020E

2030E

2040E

2050E

Under 65

Over 65

Under 65 Average

Over 65 Average

Source: US Census Bureau

Over 65 Average

Growth: 1.8%

Over 65 Average

Growth: 1.8%

Positive Impact of Federal Healthcare Reform

Expansion of healthcare insurance coverage for Americans

Higher % of insured patients; positive impact on uncompensated

care

Federal aid to states for Medicaid funding

Positive impact on uncompensated care

Healthcare information technology funding included in federal stimulus

package

Providers eligible for part of new funding through state-directed

grants and loans

10

Reimbursement Environment

11

Reimbursement Trends

Potential Opportunities

Payer

Medicare

Medicaid

Commercial

Insurance

Private Pay

National fee schedule final

implementation slated for 2010

Temporary Medicare rate increase of

2% Urban/3% Rural

CMS assigns 5% increase in 2009

ambulance inflation factor

Expansion of SCHIP program will benefit

uncompensated care

Healthcare Reform opportunities

Temporary slowdown of payments as

states react to budget pressure

(California)

Policies vary state to state

Rate increases to offset below-cost

government payers

Insurers seeking rate discounts

from providers

Electronic claims speed payment and

improve cash flow

Increasing pressure to provide

uncompensated care

Unemployment has grown from

4.8% to 8.1% over last 12 months

Healthcare Reform opportunities to improve

uncompensated care

R/M Mix

40%

16%

33%

11%

Healthcare Reform opportunities to improve

uncompensated care

Rural/Metro serves municipal, residential, commercial and industrial customers in more than

400 communities throughout the U.S., with more than 1,800 vehicles and over 7,800 employees

The business is comprised of two segments: Ambulance Services and Other Services

Ambulance services includes emergency and non-emergency ambulance and

wheelchair services (85% of revenue)

Other

services

includes

subscription

fire,

airport

fire

and

home

health

services

(15% of revenues)

Company Overview

12

Annual EBITDA *

Annual Net Revenue *

5.3% CAGR

* Adjusted for Fiscal 2009 discontinued operations; 2005 EBITDA excludes $8.2M loss on extinguishment of debt

6.2% CAGR

Rural/Metro provides emergency and non-emergency ambulance and private fire protection services in 22 states

and approximately 400 communities throughout the United States.

West Region

Mid-Atlantic Region

Southwest Region

South Region

Corporate Headquarters

Regional Headquarters

Significant Market

13

National Presence

Company History

1993

2000

2005

1948

Rural/Metro founded as a

subscription fire protection

service

2002

Medicare National

Fee Schedule

implementation

began

2007-2008

Implementation  of

uncompensated care

initiatives

1993 -

1997

Industry roll-up period; RURL

acquires 80+entities, including

ambulance companies in

South America & Canada

1948

1969

1969

Rural/Metro begins providing

ambulance services under

contract in Arizona

2000

Company launches

domestic ambulance

operational

restructuring

2000-2004

Focus on core

business, consolidation

of operations and

assessment of progress

2002

2003

2005

Company

successfully

completes debt

refinancing

transaction

14

1993

Initial

Public

Offering

2007

2009

2009

Company issues EBITDA

guidance of $54M to

$58M; CapEx guidance of

$15M to $18M

Lines of Business

Transports

56%

44%

Non-Emergency

Emergency

Emergency response services

Non-emergency response services

85% of net revenue

8.3% revenue growth LTM 12/31/08

97% contract retention rate

Residential and commercial fire protection

provided under subscription contracts

Airport and industrial fire protection

provided under master contracts

15% of net revenue

6.2% revenue growth LTM 12/31/08

Ambulance Services

Other Services

15

Net Revenue

85%

15%

Ambulance Services

Other Services

Regional Overview

4 operating segments: Mid-Atlantic, South, Southwest, West

Management structure includes Group Presidents, Division General

Managers, Market General Managers

Shared services at corporate level include risk management, financial

services, Medicare compliance, national purchasing, national

collections center, national billing platform

5 regional billing groups

Syracuse –

Mid-Atlantic

Buffalo –

Mid-Atlantic

Indianapolis –

South Region

Scottsdale –

Southwest

Phoenix --

West

16

Examples of Customers

Cities

&

Counties

Hospitals

&

Healthcare

Systems

17

San Diego Medical Services Enterprise

911 Contract (LLC with city) awarded in

fiscal 1998.

Named Scripps Hospital System preferred

provider in 1999.

Named Sharp Health Plan exclusive non-

emergency provider in 2002.

Began service to Palomar Pomerado

Hospital in 2002.

CSA-17 exclusive 911 contract won in 2003;

renewed for 5 years in 2008. Serving cities

of Del Mar, Rancho Santa Fe, Encinitas,

Solana Beach.

Exclusive standby ambulance service for

QUALCOMM Stadium, PETCO Park, PGA

events.

Kaiser Permanente Network preferred

provider contract began in 2006.

UCSD contract awarded following RFP in

3/2008; rotation with Care Ambulance.

18

Strategic Approach to Growth

Focus on assertive collections to drive

improvement in uncompensated care

Improve Average Patient Charge through rate

increases and subsidy requests

Increase 911 contracts by pursuing new

markets through RFP awards and expanding

partnerships in existing municipal markets

Leverage fixed asset and labor base through

increased and aggressive marketing of non-

emergency medical transports

Create operational education programs to

minimize “treat-no-transport”

activities

Focused expansion into hospital system

ambulance transport services

19

Tactical Approach to Growth

Provide specific expertise and focus on:

Patient care delivery

New 911 revenue generation

Franchise revenue protection and expansion

Revenue cycle management

Implement identified technology improvements to enhance

billing integration

Reduce uncompensated care, improve billing outcomes,

and remain focused on risk reduction programs

Identify and target hospital-based ambulance services for

contract negotiation

Continue to improve overall patient care through clinical

best practices and education around auto and

professional liability

20

Unit Hour Utilization

Non-emergency transports pre-

scheduled during off-peak hours

Knowledge of  Peak Demand Patterns + Efficient Management of Assets =

Maximum Leverage of Fixed Base of Fleet and Labor

21

Economies of scale achieved

through effective deployment of

ambulance assets

911 system demand peaks at drive

time, nights, weekends

Emergency (911) Contract Process

1 month+ following award of contract

Contract  negotiations completed; capital deployed; employees hired

Contract Award

Providers Submit

Proposals

Committee

Recommendation &

Contract

Negotiations

2 months+ following submission of proposals …

Recommendation made to County Commission or City Council in advance of 

formal vote and contract award; public announcement of recommendation

Contract awarded on formal vote of County Commission or City Council

Contract negotiations begin

County or City

Issues RFP

Start of process …

Request for Proposal approved and issued by County Board of Supervisors,

City Council or other governing authority

Bidders’

conference, amendments (if any) released following conference

22

30-45 days later …

Letter of Intent & proposal fee submitted to contracting authority

Deadline for submission of proposals & bid bond

Proposal Review Committee presentations

Investigation of bidders’

submissions/ scoring of bids

Contract Begins

Non-Emergency Contract Process

23

Win 911 Contract

Prepare Bid

Responses

Notice of Award &

Contract Talks

Final Contract

Executed

Start of process …

Begin serving exclusive municipal/county 911 contract

Analyze local hospital current contracts & opportunities for  RFPs

Initiate local marketing efforts with local hospitals and healthcare facilities

Within first 6 months …

Begin bids on available hospital RFPs

(timed with expiration of current provider

contracts)

Presentations to hospital ambulance selection panels

30 days later …

Winning bidder notified

Contract negotiations begin

30-45 days later …

Contract negotiations completed

Generally low need for additional capital/employees due to ability to leverage

from established 911 base of operations

Contract Begins

Investment Highlights

Rural/Metro is the second-largest private provider of outsourced ambulance

services to the hospital, private sector, and public safety markets

Highly recurring revenue model with organic and regional growth opportunities

Market expansion opportunities through new municipal partnerships and

negotiation of hospital system ambulance transport services contracts

Focus

on

quality

of

service,

reliability,

profitability

and

core

deliverables

High barriers-to-entry favor incumbent provider due to strong relationship ties

Steady free cash flow strengthens capital structure through continued debt

paydown

24

Technology & Revenue

Cycle Management

Todd Walker, Mid-Atlantic Group President

25

Patient Care Reports

Patient Care Report (PCR) must be completed for every patient

transported

Four primary functions:

–

Detailed narrative of patient’s condition and  treatment

provided

–

Primary source for billing information

–

Record of medicines, supplies and equipment used in

patient treatment

–

Provides basis for quality assurance process

26

Communications

Center

EMT & Paramedic

Services

Pre –Bill

Corporate

Billing System

Regional

Billing System

Data Entry

All paper documentation related to the call:

Physicians Certificates,  insurance

documentation, etc.

99% manual process, with e-mail

and overnight delivery of

documentation

CAD, PCR, & “other”

paper is

manually collated, attached and

send via overnight courier to

regional billing center

Caller

Manual PCR Process

27

Sample Patient Care Report

Page 1

Sample Patient Care Report

Page 2

Sample Patient Care Report

28

Rural/Metro began national roll-out of electronic Patient Care Reporting

solution in 2008, following extensive development and testing period.

Meets future demand for broader healthcare technologies, enhances

quality of documentation, reduces opportunity for denials

ePCR Implementation

29

ePCR Locations

Rural/Metro markets currently utilizing ePCR technology:

Youngstown, Ohio

Salem, Oregon

Metro Denver/Aurora, Colorado

Western New York/Buffalo

Orlando, Florida

Rochester, New York

Markets scheduled for implementation in calendar 2009

Seattle, Washington

Memphis, Tennessee

Atlanta, Georgia

Indianapolis, Indiana

Syracuse, New York

30

ePCR allows EMT’s

and Paramedics to document all aspects of

patient care using rugged tablet PC designed for first-responder

environments

Demonstration of ePCR system

ePCR Functions & Capabilities

31

Communications

Center

EMT & Paramedic

Services

Pre –Bill

Corporate

AS/400

Regional

Billing

Data Entry

All paper documentation related to the call:  Physicians

Certificates, insurance documentation, etc. are

electronically scanned into billing system

Caller

Electronic PCR Process

ePCR automates data between

CAD and EMT & Paramedic

Services

Physical delivery of paper reduced –

saving time and money

ePCRi

Reduces

Data

Entry to Supplemental

Documentation

Real Time

32

Benefits:

•

Increased PCR accuracy &

legibility

•

Required fields will reduce

incomplete PCRs

•

Medical protocols automatically

prompt for necessary treatment

standards

•

Elimination of lost PCRs

Benefits:

•

Reduces mailing

costs

•

Reduces costs

related to paper

storage

•

Reduces time

Benefits:

•

Reduces time to

process

•

Reduces manpower

requirements

•

Reduces mailing costs

Interface

Document Management

Tablet ePCR

Billing

CAD

Operational Benefits of ePCR

33

Sample

Electronic Patient Care Report

Page 1

Sample

Electronic Patient Care Report

Page

2

Sample ePCR Report

34

Sample ePCR Report

Sample

Electronic Patient Care Report

Page

3

Sample

Electronic Patient Care Report

Page

4

35

Sample ePCR Report

Sample

Electronic Patient Care Report

Page

5

Sample

Electronic Patient Care Report

Page

6

36

Quality of Documentation

At local operations and regional billing centers, ePCR reports are

reviewed to ensure medical protocols were followed for every

patient transport.

ePCR reports are cross-checked for:

Appropriate on-scene response & assessment

ALS vs. BLS

Appropriate documentation of care (i.e. heart-rate monitors)

Appropriate on-scene time and total time of transport

37

Financial Drivers & Performance

Kristi Ponczak, Sr. VP & CFO

38

Historical Net Revenue and Drivers

(Continuing operations)

$117.4

$125.1

$125.4

$124.4

$121.0

$117.3

$90.0

$95.0

$100.0

$105.0

$110.0

$115.0

$120.0

$125.0

$130.0

Q1'08

Q2'08

Q3'08

Q4'08

Q1'09

Q2'09

1,091

1,139

1,162

1,169

1,047

$331

$353

$361

$337

$344

900

950

1,000

1,050

1,100

1,150

1,200

2005

2006

2007

2008

LTM 12/31/08

$250

$270

$290

$310

$330

$350

$370

Annual Net Revenue

Quarterly Net Revenue

Annual APC and Transports

Quarterly APC and Transports

39

285

304

290

292

283

283

$348

$345

$351

$368

$361

$363

225

250

275

300

Q1'08

Q2'08

Q3'08

Q4'08

Q1'09

Q2'09

$250

$270

$290

$310

$330

$350

$370

5.0% CAGR

Historical EBITDA and Margins

(Adjusted for continuing operations)

$12.0

$13.2

$14.7

$14.4

$14.7

$13.2

$-

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

$14.0

$16.0

Q1'08

Q2'08

Q3'08

Q4'08

Q1'09

Q2'09

11.0%

9.3%

11.0%

11.5%

13.8%

0.0%

3.0%

6.0%

9.0%

12.0%

15.0%

2005*

2006

2007

2008

LTM

12/31/08

Annual EBITDA

Quarterly EBITDA

Annual EBITDA Margin

Quarterly EBITDA Margin

40

10.2%

10.6%

11.7%

11.6%

12.2%

11.3%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

18.0%

Q1'08

Q2'08

Q3'08

Q4'08

Q1'09

Q2'09

6.2% CAGR

* Fiscal 2005 calculations exclude $8.2 million loss on extinguishment of debt

Continued Year Over Year Growth in 2009

Net Revenue

($millions)

41

EBITDA

($millions)

Cash Flow from Operations

($millions)

Growth          4.6%

4.6%

Margin        10.8%

11.9%

$235

$245

$200.0

$210.0

$220.0

$230.0

$240.0

$250.0

$260.0

YTD '08

YTD '09

$25

$29

$-

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

$40.0

YTD '08

YTD '09

$10

$19

$-

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

YTD '08

YTD '09

Other Financial Drivers (6 months ended 12/31/08)

Solid Second Quarter 2009 net revenue metrics

Average patient charge growth of 3.4% to $363/transport

Uncompensated care down to 14% of gross ambulance revenue

Strong earnings and cash flow metrics

EBITDA margin improvement –

9.3% in fiscal 2007, 11.0% in fiscal 2008,

up to 11.9% for the six months in fiscal 2009

EBITDA dollars increased 15.4%

Diluted EPS growth of 100% to $0.09

Days sales outstanding down 11% to 57 days

Cash flow from operations of $19.3 million

Net debt of $254 million

Total net leverage at 4.4x

Debt of $274 million less cash on balance sheet of $20 million

42

Uncompensated Care

Key challenges:

Denials for non-medical necessity based on criteria set by

Medicare, Medicaid and commercial insurance payers

Increases in uninsured populations

Inability for covered individuals to meet co-pay and deductible

limits

43

Uncompensated Care as % of Total Write-Offs

12/31/08

2008

2007

2006

Medicare/Medicaid Denials

10%

10%

15%

12%

Commercial Insurance

16%

18%

19%

19%

Co-Pay/Deductible

9%

8%

8%

9%

Self-Pay

65%

64%

58%

60%

Aggressive Management of Uncompensated Care

Completed:

Billing Services

Additional resources directed to market-specific, pre-billing claims specialists to verify

and gather primary and secondary patient insurance information through local resources

Introduction of customer care advocates within regional billing centers to specialize in

tracking uninsured claims

Case Management

Expanded efforts to establish rate contracts with certain commercial insurance carriers

to eliminate potential barriers to direct reimbursement for services and minimize self-pay

accounts

Enhanced case management and collections for patients who require repetitive non-

emergency transports to include verification of physician’s certification statement prior to

transport, and payment in advance when warranted.

In Process:

Technology

Electronic Patient Care Record (ePCR) system implementation

44

Phase

# Tablets

Budget Cost

Status

Phase 0 - Fiscal 2007

29

326,500

$     

Complete

Phase 1 - Fiscal 2008

93

1,306,202

Complete

Phase 2 - Fiscal 2009

254

3,541,686

In Process

Phase 3 - Fiscal 2010

305

4,063,969

Scheduled

Phase 4 - Fiscal 2011/2012

288

-

Arizona - Pending

     Total Project

969

9,238,357

$  

Roll-Out Schedule by Phase

ePCR Metrics & Documentation Quality

More than a dozen ePCR metrics being measured, including:

Days to bill

Service level mix

Denied claims

Uncompensated care

In

Western

New

York/Buffalo

(largest

ePCR

installation

to

date),

days

to bill improved 50% in first six months.

5% shift in service level mix from BLS-E to ALS-E

Claim denials and uncompensated care challenging to analyze prior to

passage of 12-15 month collection cycle and in consideration of

possible changing market conditions

45

Free Cash Flow & Liquidity

46

Continued reductions in insurance collateral requirements

Minimal cash tax payment (utilizing $76 million in historical NOL)

DSO continues to reduce

Capital expenditures will decrease by $4 million annually in fiscal 2011 upon completion of ePCR

technology deployment funding

Senior Discount Notes convert to cash pay with first semi-annual $6 million payment Sept. 2010

$20 million revolver remains undrawn

Ample headroom under loan covenants

LTM

2005

2006

2007

2008

12/31/2008

Cash flow from operations

24.9

$        

26.1

$        

29.6

$        

34.8

$        

44.3

$        

Capital expenditures

(12.5)

(15.2)

(13.2)

(13.3)

(14.0)

Free cash flow

12.3

10.9

16.4

21.5

30.3

Cash on balance sheet (beg.)

16.4

17.7

9.2

6.2

2.2

Term loan B payments

(7.0)

(21.0)

(19.0)

(10.0)

(12.0)

Other debt payments/reimbursements

(4.0)

1.6

(0.5)

(1.8)

(1.0)

Net Cash after principal payments

17.7

$        

9.2

$          

6.2

$          

15.9

$        

19.6

$        

Debt Structure

47

(In millions)

Description

Amount

Leverage

Rural/Metro Operating Company

Term Loan B due 2011

$135                 $( 69)*

$  66

1.2x

($135.0M @ LIBOR + 3.50%)

Revolver (Undrawn) due 2010

--

--

0

($20.0M @ 0.50%)

Sr. Sub. Notes due 2015

$125

$125

($125.0M @ 9.875%)

Total

Operating

Company

Debt

$260

$(

69)

$191

3.4x  Covenant  Level

Rural/Metro Corp. Holding Co.

12.75% Sr. Discount due 2016

$ 52

29

$   81

(Accretes to $93.5M at maturity)

Total

Debt

$312

$(

40)

$272

4.8x

Less Cash on Balance Sheet

(20)

Net Debt

$252

4.4x

Note:

Includes

$5

million

principal

payment

on

March

16,

2009.

The

Credit

Facility

also

includes

a

$45

million

Letter

of

Credit

facility

utilized

primarily

to

support

deductibles

under

the

Company’s

workers’

compensation

and

auto

liability

insurance

programs.

Original

March 2005

Principal

Change

Deleveraging History

48

2.9x

1.8x

2.1x

1.5x

1.2x

5.6x

3.9x

5.1x

3.8x

3.5x

6.8x

4.9x

6.7x

5.3x

4.9x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

9.0x

2005*

2006

2007

2008

LTM 12/31/08

Senior Debt/EBITDA

OpCo Debt/EBITDA

Total Debt/EBITDA

2x Turn on Debt

* Fiscal 2005 calculations exclude $8.2 million loss on extinguishment of debt

Debt Strategies

Extend maturities on current credit agreement (Letter of Credit

Facility, Revolver, Term Loan B)

–

Continue to prepay principal

Exchange offer to capture discount on bonds & note

Seek amendment to credit agreement to loosen restriction on stock

buybacks and other debt repayments

Effect a comprehensive capital structure transaction

49

Financial Summary

Favorable industry and reimbursement trends

Preferred provider of choice –

national presence

Margin expansion opportunities

APC growth

Leveraging fixed labor base

Track record of strong cash flow growth

Continued compliance with all covenants –

with LTM headroom of 20%

Completed billing services and case management uncompensated care

initiatives, 40% complete with technology deployment

50

QUESTION-AND-ANSWER SESSION