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): October 26, 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) 606-3886

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 2.02 Results of Operations and Financial Condition.

On October 26, 2009, Rural/Metro Corporation (the “Company”) issued a press release announcing preliminary, unaudited results for the quarter ended September 30, 2009. The full text of the Company’s press release is attached hereto as Exhibit 99.1. The press release contains forward-looking statements regarding the Company.

The Company provides all financial information required in accordance with generally accepted accounting principles (GAAP). To supplement its consolidated financial statements presented in accordance with GAAP, the Company is also providing in the attached press release non-GAAP EBITDA (earnings before interest, taxes, depreciation and amortization) from continuing operations. EBITDA from continuing operations is not intended to replace or be displayed more prominently than the Company’s GAAP measurements. The Company has included information concerning this non-GAAP information in the release, including a reconciliation of such information to the most comparable GAAP measures, the reasons why the Company believes such information is useful to investors and the Company’s use of such information for additional purposes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated October 26, 2009.

The information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be “filed” for purposes of the Securities and Exchange Act of 1934, as amended (the “Exchange 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 under the Securities Act of 1933, as amended, 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: October 26, 2009	By:	/s/    KRISTINE B. PONCZAK
		Kristine B. Ponczak Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated October 26, 2009.

EX-99.1

Exhibit 99.1

CONTACT:	Liz Merritt, Rural/Metro Corporation (investors)
	(480) 606-3337
	Sharrifah Al-Salem, FD
	(415) 293-4414

RURAL/METRO RELEASES PRELIMINARY FY 2010 FIRST-QUARTER RESULTS

IN CONJUNCTION WITH COMMENCEMENT OF REFINANCING TRANSACTION

SCOTTSDALE, Ariz. (Oct. 26, 2009) – Rural/Metro Corporation (NASDAQ: RURL), a leading provider of ambulance and private fire protection services, announced preliminary, unaudited results today for its fiscal 2010 first quarter.

As previously announced, the Company has commenced a refinancing of its credit facility, a tender offer and consent solicitation for its 12.75% Senior Discount Notes due 2016 and a consent solicitation for its 9.875% Senior Subordinated Notes due 2015.

In connection with the pending refinancing transaction, the Company released certain expected results for its quarter ended September 30, 2009 as follows:

• Net revenue for the quarter of $132.0 million, a 6.8% increase over the same quarter in the prior year;

• Income from continuing operations for the first quarter of $3.5 million

• Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) from continuing operations for the first quarter of $17.8 million;

• Cash position at quarter end of $42.0 million; and,

• Days Sales Outstanding (DSO), a key metric used to measure billing and collections efficiency, declined three days to 49 days at the close of the quarter.

A reconciliation of EBITDA to income from continuing operations and discontinued operations for the three months ended September 30, 2009 is included with this press release and the related current report on Form 8-K.

The Company has scheduled its quarterly conference call for 11 a.m. Eastern time on Monday, November 9, 2009 to discuss complete first-quarter results and operational developments. To join the Company’s conference call, dial 800-263-8506 (domestic) or 719-457-2640 (international). A taped replay will be available after 1 p.m. Eastern time on the day of the call until 11:59 p.m. Eastern time on November 12, 2009. To access the replay, dial 888-203-1112 (domestic) or 719-457-0820 (international). The required pass code to access the replay is 4524714. An audio webcast will be available at www.ruralmetro.com the day of the call and will remain on the Company’s website for 90 days thereafter.

About Rural/Metro Corporation

Rural/Metro Corporation provides emergency and non-emergency ambulance services and private fire protection services in 22 states and approximately 400 communities throughout the United States. For more information, visit the Rural/Metro Corporation’s web site at www.ruralmetro.com.

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS

The foregoing statements reflect the Company’s expectations as to the results, financial condition and performance it expects to report for its fiscal 2010 first quarter. The Company emphasizes that the expected results for the quarter ended September 30, 2009 are preliminary and that actual results could vary when the Company reports first-quarter results on November 9, 2009 at 11 a.m. Eastern time. The foregoing statements are “forward-looking” statements as such term is defined by the federal securities laws. The Company may also make forward-looking statements in its earnings reports filed with the Securities and Exchange Commission (SEC), earnings calls and other investor communications. These forward-looking statements are subject to the safe harbor protection provided by federal securities laws. Actual results may differ materially from those set forth in or implied by this release or the Company’s other forward-looking statements due to a number of risks and uncertainties, including those relating to the Company’s future business prospects, uncompensated care, working capital, accounts receivable collection, liquidity, cash flow, EBITDA, capital expenditures, insurance coverage and claim reserves, capital needs, key operating metrics, future growth plans, future operating results and future compliance with covenants in our debt facilities or instruments. In addition, the Company may face risks and uncertainties related to other factors that are listed in its periodic reports filed under the Securities Exchange Act. Although the Company believes the expectations reflected in its forward-looking statements are based upon reasonable assumptions, because the statements are subject to risks and uncertainties, the Company can give no assurance that its expectations will be attained or that actual developments and results will not materially differ from those expressed or implied by the forward-looking statements. Readers are cautioned not to place undue reliance on the statements, which speak only as of the date made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.

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(RURL/F)

RURAL/METRO CORPORATION

RECONCILIATION OF INCOME FROM CONTINUING OPERATIONS TO EBITDA

(in millions)

	Three Months Ended September 30, 2009
Income from continuing operations	$	3.5
Add (deduct):
Depreciation and amortization		4.0
Interest expense		7.5
Interest income		(0.1	)
Income tax provision		3.6
Non-controlling interest		(0.7	)
EBITDA from continuing operations	$	17.8

EBITDA from continuing operations is a key indicator management uses to evaluate operating performance. While EBITDA from continuing operations is not intended to replace presentations included in the Company’s consolidated financial statements under generally accepted accounting principles (GAAP) and should not be considered an alternative to operating performance or an alternative to cash flow as a measure of liquidity, the Company believes this measure is useful to investors in assessing its ability to meet future debt service, capital expenditure and working capital requirements. This calculation may differ in the method of calculation from similarly titled measures used by other companies.