<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                     For the quarter ended December 31, 2000

                        Commission file number 001-13950



                           CENTRAL PARKING CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


<TABLE>
<S>                                                                     <C>
                  Tennessee                                                          62-1052916
---------------------------------------------                           ------------------------------------
(State or Other Jurisdiction of Incorporation                           (I.R.S. Employer Identification No.)
               or Organization)


          2401 21st Avenue South,
       Suite 200, Nashville, Tennessee                                                 37212
---------------------------------------------                           ------------------------------------
  (Address of Principal Executive Offices)                                           (Zip Code)


Registrant's Telephone Number, Including Area Code:                                (615) 297-4255
                                                                        ------------------------------------


Former name, address and fiscal year, if changed since last report:                 Not Applicable
                                                                        ------------------------------------
</TABLE>



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 the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.

<TABLE>
<S>                                                                     <C>
                   Class                                                  Outstanding at February 12, 2001
---------------------------------------------                           ------------------------------------
       Common Stock, $0.01 par value                                                 35,972,725
</TABLE>



<PAGE>   2

                                      INDEX

                           CENTRAL PARKING CORPORATION

<TABLE>
<CAPTION>
                                                                                       PAGE
                                                                                      -----
<S>           <C>                                                                     <C>
PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements (Unaudited)

              Consolidated balance sheets
              ---December 31, 2000 and September 30, 2000........................          3

              Consolidated statements of earnings
              --- three months ended December 31, 2000 and 1999..................          4

              Consolidated statements of cash flows
              --- three months ended December 31, 2000 and 1999..................          5

              Notes to consolidated financial statements.........................       6-11

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations................................      12-16

Item 3.       Quantitative and Qualitative Disclosure about Market Risk .........         17

PART 2.       OTHER INFORMATION

Item 1.       Legal Proceedings .................................................         18

Item 4.       Submission of Matters to a Vote of Security Holders................         18

Item 6.       Exhibits and Reports on Form 8-K...................................      18-23


              SIGNATURES ........................................................         23
</TABLE>



<PAGE>   3

                           CENTRAL PARKING CORPORATION
                           Consolidated Balance Sheets
                                    Unaudited

Amounts in thousands, except share data

<TABLE>
<CAPTION>
                                                                                       December 31,       September 30,
                                                                                           2000                2000
                                                                                       ------------       -------------
<S>                                                                                    <C>                <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                            $     39,141       $     43,214
  Management accounts receivable                                                             32,991             32,052
  Accounts receivable - other                                                                16,566             14,995
  Current portion of notes receivable (including amounts due from related parties
     of $669 at December 31, and $763 at September 30, 2000)                                  3,513              4,090
  Prepaid rent                                                                                6,993              8,307
  Prepaid expenses                                                                            7,488              4,953
  Deferred income taxes                                                                         612                612
                                                                                       ------------       ------------
              Total current assets                                                          107,304            108,223

Investments, at amortized cost (fair value $5,905 at December 31, and $5,775 at
  September 30, 2000)                                                                         5,866              5,778
Notes receivable, less current portion                                                       45,593             46,153
Property, equipment, and leasehold improvements, net                                        424,893            432,833
Contract and lease rights, net                                                               94,444             96,607
Goodwill, net                                                                               261,925            264,756
Investment in and advances to partnerships and joint ventures                                29,827             30,306
Other assets                                                                                 36,899             37,649
                                                                                       ------------       ------------
     Total assets                                                                      $  1,006,751       $  1,022,305
                                                                                       ============       ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt and capital lease obligations                      $     53,636       $     55,760
  Accounts payable                                                                           70,438             73,461
  Accrued payroll and related costs                                                          12,539             14,287
  Accrued expenses                                                                           12,415             12,236
  Management accounts payable                                                                30,582             33,452
  Income taxes payable                                                                       13,124              8,279
                                                                                       ------------       ------------
             Total current liabilities                                                      192,734            197,475

Long-term debt and capital lease obligations, less current portion                          240,557            253,535
Deferred rent                                                                                19,346             18,794
Deferred compensation                                                                        11,941             11,732
Deferred income taxes                                                                        23,935             24,801
Minority interest                                                                            28,596             31,108
Other liabilities                                                                             5,601              4,603
                                                                                       ------------       ------------
              Total liabilities                                                             522,710            542,048

Company-obligated mandatorily redeemable convertible securities of subsidiary
  holding solely parent debentures                                                          110,000            110,000

Shareholders' equity:
  Common stock, $.01 par value; 50,000,000 shares authorized,
       36,011,575 and 36,330,275 shares issued and outstanding, respectively                    360                363
  Additional paid-in capital                                                                242,507            248,817
  Accumulated other comprehensive loss, net                                                  (1,026)              (144)
  Retained earnings                                                                         132,577            121,612
  Deferred compensation on restricted stock                                                    (377)              (391)
                                                                                       ------------       ------------
              Total shareholders' equity                                                    374,041            370,257
                                                                                       ------------       ------------
      Total liabilities and shareholders' equity                                       $  1,006,751       $  1,022,305
                                                                                       ============       ============
</TABLE>

See accompanying notes to consolidated financial statements



                                  Page 3 of 23
<PAGE>   4

                           CENTRAL PARKING CORPORATION
                       Consolidated Statements of Earnings
                                    Unaudited
Amounts in thousands, except per share data

<TABLE>
<CAPTION>
                                                                            Three Months Ended December 31,
                                                                                2000               1999
                                                                            ------------       ------------
<S>                                                                         <C>                <C>
Revenues:
     Parking                                                                $    151,677       $    159,496
     Management contract                                                          25,595             25,837
                                                                            ------------       ------------
              Total revenues                                                     177,272            185,333
                                                                            ------------       ------------

Costs and expenses:
     Cost of parking                                                             123,965            133,107
     Cost of management contracts                                                 10,222              8,440
     General and administrative                                                   17,653             19,927
     Goodwill and non-compete amortization                                         3,001              3,062
     Merger costs                                                                     --              2,385
                                                                            ------------       ------------
              Total costs and expenses                                           154,841            166,921
                                                                            ------------       ------------

Property-related gains, net                                                        2,777              1,758
                                                                            ------------       ------------

              Operating earnings                                                  25,208             20,170

Other income (expenses):
     Interest income                                                               1,554              1,866
     Interest expense                                                             (6,202)            (6,528)
     Dividends on Company-obligated mandatorily redeemable
       convertible securities of a subsidiary trust                               (1,472)            (1,510)
     Minority interest                                                              (602)              (814)
     Equity in partnership and joint venture earnings                              1,114              1,486
                                                                            ------------       ------------

              Earnings before income taxes and extraordinary item                 19,600             14,670

Income tax expense                                                                 8,095              6,224
                                                                            ------------       ------------

              Earnings before extraordinary item                                  11,505              8,446
Extraordinary item, net of tax                                                        --               (195)
                                                                            ------------       ------------

              Net earnings                                                  $     11,505       $      8,251
                                                                            ============       ============


     Basic earnings per share:
     Earnings before extraordinary item                                     $       0.32       $       0.23
     Extraordinary item, net of tax                                         $         --       $         --
     Net earnings                                                           $       0.32       $       0.23

     Diluted earnings per share:
     Earnings before extraordinary item                                     $       0.32       $       0.23
     Extraordinary item, net of tax                                         $         --       $       0.01
     Net earnings                                                           $       0.32       $       0.22
</TABLE>


See accompanying notes to consolidated financial statements.


                                  Page 4 of 23
<PAGE>   5

                           CENTRAL PARKING CORPORATION
                      Consolidated Statements of Cash Flows
                                   Unaudited

Dollar amounts in thousands

<TABLE>
<CAPTION>
                                                                                                    Three Months Ended December 31,
                                                                                                         2000             1999
                                                                                                       ---------       ---------
<S>                                                                                                 <C>                <C>
Cash flows from operating activities:
  Earnings before extraordinary item                                                                   $  11,505       $   8,446
  Extraordinary item, net of tax                                                                              --            (195)
  Adjustments to reconcile net earnings to net cash provided by operating activities:
      Depreciation and amortization of property                                                            5,221           6,855
      Amortization of goodwill and non-compete                                                             3,001           3,062
      Amortization of contract and lease rights, straight-line rent, deferred financing
        fees and other                                                                                     3,142           4,373
  Equity in partnership and joint venture earnings                                                        (1,114)         (1,486)
  Distributions from partnerships and joint ventures                                                       1,914           1,254
  Net gains on property-related activities                                                                (2,777)         (1,758)
  Deferred income tax (benefit) expense                                                                     (284)          1,675
  Minority interest                                                                                          602             814
  Tax benefit of nonqualifying stock options                                                                  32             295
  Changes in operating assets and liabilities:
      Management accounts receivable                                                                        (939)         (4,403)
      Accounts receivable - other                                                                         (1,571)          1,931
      Prepaid rent                                                                                         1,314           5,877
      Prepaid expenses                                                                                    (2,535)           (242)
      Other assets                                                                                        (1,349)         (1,267)
      Accounts payable, accrued expenses and deferred compensation                                        (4,945)        (17,111)
      Management accounts payable                                                                         (2,870)          4,454
      Income taxes payable                                                                                 4,845           3,307
                                                                                                       ---------       ---------
      Net cash provided by operating activities                                                           13,192          15,881
                                                                                                       ---------       ---------
Cash flows from investing activities:
  Proceeds from disposition of property and equipment                                                     15,029           5,516
  Investment in notes receivable, net                                                                      1,137             199
  Purchase of property, equipment, and leasehold improvements                                             (7,515)        (15,952)
  Purchase of contract and lease rights                                                                     (530)           (980)
  Investments in and advances to partnerships and joint ventures                                            (321)           (915)
  Proceeds from maturities and calls of investments                                                           55              80
  Purchase of investments                                                                                   (143)           (163)
                                                                                                       ---------       ---------
      Net cash provided (used) by investing activities                                                     7,712         (12,215)
                                                                                                       ---------       ---------
Cash flows from financing activities:
  Dividends paid                                                                                            (545)           (551)
  Net borrowings (repayments) under revolving credit agreement, net of issuance costs                        550          (9,800)
  Payment to minority interest partners                                                                   (3,114)         (3,112)
  Principal repayments on notes payable and capital lease obligations                                    (15,652)           (263)
  Repurchase of common stock                                                                              (6,291)             --
  Proceeds from issuance of common stock and exercise of stock options, net                                   84           1,071
                                                                                                       ---------       ---------
      Net cash used by financing activities                                                              (24,968)        (12,655)
                                                                                                       ---------       ---------
  Foreign currency translation                                                                                (9)            145
                                                                                                       ---------       ---------
  Net decrease in cash and cash equivalents                                                               (4,073)         (8,844)
  Cash and cash equivalents at beginning of period                                                        43,214          53,669
                                                                                                       ---------       ---------
Cash and cash equivalents at end of period                                                             $  39,141       $  44,825
                                                                                                       =========       =========

Supplemental cash flow information:
  Cash paid for interest                                                                               $   5,682       $   7,127
  Cash paid for income taxes                                                                           $   3,336       $   1,282
</TABLE>


See accompanying notes to consolidated financial statements.


                                  Page 5 of 23


<PAGE>   6

                           CENTRAL PARKING CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements of Central
Parking Corporation ("Central Parking" or the "Company") have been prepared in
accordance with accounting principles generally accepted in the United States of
America and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. All significant
inter-company transactions have been eliminated in consolidation. Operating
results for the three months ended December 31, 2000 are not necessarily
indicative of the results that may be expected for the fiscal year ending
September 30, 2001. For further information, refer to the consolidated financial
statements and footnotes thereto for the year ended September 30, 2000 (included
in the Company's Annual Report on Form 10-K). Certain items have been
reclassified to conform to current year presentation.


BUSINESS COMBINATIONS

         Contract and Lease Rights

         The Company entered into an agreement effective June 1, 2000 to acquire
certain lease and contract rights for approximately $14.3 million. The
transaction was financed by the seller with a two-year obligation due in 2002.
The lease rights are being amortized over 17 years, the remaining term of the
lease, and the contract rights are being amortized over 3.5 years.

         Black Angus Garage

         On March 15, 2000, a limited liability company of which the Company is
the sole shareholder purchased the Black Angus Garage, a multi-level structure
with 300 parking stalls, located in New York City for $19.6 million. $13.3
million of the purchase was financed with a five-year note. The remainder was
financed from borrowings under the Credit Facility.

         Arizona Stadium LLC

         In October 1999, the Company purchased the remaining 50% interest in
Arizona Stadium LLC, a limited liability company that manages the parking
activities for the Arizona stadium, for approximately $1.6 million in cash. The
Company previously owned 50% of the limited liability company. In accordance
with the partnership agreement, the Company was required to repay the
outstanding note payable and incurred approximately $195 thousand of expenses,
net of tax, related to early extinguishment of debt. This expense has been
accounted for as an extraordinary loss in the three months ended December 31,
1999.

         Allright Holdings, Inc.

         On March 19, 1999, the Company completed a merger with Allright
Holdings, Inc. ("Allright"), pursuant to which approximately 7.0 million shares
of Central Parking common stock and approximately 0.5 million options and
warrants to purchase common stock of Central Parking, were exchanged for all of
the outstanding shares of common stock and options and warrants to purchase
common stock of Allright. The transaction constituted a tax-free reorganization
and has been accounted for as a pooling-of-interests under Accounting Principles
Board ("APB") Opinion No. 16, "Business Combinations". There were no material
transactions between Central Parking and Allright prior to the merger.

         The Company incurred $2.4 million of merger related expenses on a
pretax basis during the quarter ended December 31, 1999 that were reported as
operating expenses. Included in these costs were approximately $0.6 million in
professional fees; comprised of legal, accounting, and consulting fees; $1.1
million related to employment agreements and severance; and the balance of $0.7
million in travel, supplies, printing and other out of pocket expenses. The
costs, which are directly attributable to the merger and are incremental to the
combined companies, are recognized when incurred.


                                  Page 6 of 23


<PAGE>   7

         Edison Restructuring Agreement

         In conjunction with the Company's merger with Allright, Allright
entered into a restructuring agreement whereby Allright loaned an additional
$9.9 million to the minority interest partner and amended certain other related
agreements. In addition, the parties agreed that the limited partner's capital
account would be increased to $29.4 million as of the effective date of the
restructuring, which coincided with the consummation date of the merger with
Allright.

EARNINGS PER SHARE

         Basic earnings per share excludes dilution and is computed by dividing
income available to common shareholders by the weighted-average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock, or if restricted shares of common stock were to become
fully vested, that then shared in the earnings of the entity.

The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>
                                                                        Three Months Ended December 31,
                                            ------------------------------------------------------------------------------
                                                            2000                                      1999
                                                          --------                                  --------
                                             Income        Common                      Income        Common
                                            Available      Shares      Per Share      Available      Shares      Per Share
                                            ($000's)       (000's)       Amount       ($000's)       (000's)       Amount
                                            ---------     --------     ---------      ---------     --------     ---------
<S>                                         <C>           <C>          <C>            <C>           <C>          <C>
Basic earnings per share:
    Earnings before extraordinary item      $ 11,505        36,012      $   0.32      $  8,446        36,516      $   0.23
Effect of dilutive stock and options:

    Stock option plan and warrants                --           112            --            --           308            --

    Restricted stock plan                         --           185            --            --           180            --

    Deferred stock unit plan                      --            48            --            --            36            --

    Employee stock purchase plan                  --            60            --            --            72            --
                                            --------      --------      --------      --------      --------      --------
Diluted earnings per share:
   Earnings before extraordinary item       $ 11,505        36,417      $   0.32      $  8,446        37,113      $   0.23
                                            ========      ========      ========      ========      ========      ========
</TABLE>

         Weighted average common shares used for the computation of basic
earnings per share excludes certain common shares issued pursuant to the
Company's restricted stock plan and deferred compensation agreement, because
under the related agreements the holder of such restricted stock may forfeit the
shares if certain employment or service requirements are not met.

         The effect of the conversion of the company-obligated mandatorily
redeemable securities of the subsidiary trust has not been included in the
diluted earnings per share calculation since such securities are anti-dilutive.
At December 31, 2000 and 1999, such securities were convertible into 2,000,000
shares of common stock. For the three months ended December 31, 2000, options to
purchase 1,884,797 shares are excluded from the diluted common shares since they
are anti-dilutive.

PROPERTY-RELATED GAINS, NET

The Company routinely disposes of owned properties due to various factors,
including economic considerations, unsolicited offers from third parties and
condemnation proceedings initiated by local government authorities. Leased
properties are also periodically evaluated and determinations may be made to
sell or exit a lease obligation. A summary of property-related gains and losses
for the three months ended December 31, 2000 and 1999 is as follows:




                                  Page 7 of 23

<PAGE>   8

<TABLE>
<CAPTION>
                                                                                        Three months ended
                                                                                           December 31,
                                                                                       2000              1999
                                                                                    -----------      -----------
<S>                                                                                 <C>              <C>
Net gains on sale of property                                                       $     5,515      $     2,253
Impairment charges for property, equipment and leasehold improvements                      (715)              --
Impairment charges for contract rights, lease rights and other intangible assets           (492)            (495)
Lease termination costs                                                                  (1,531)              --
                                                                                    -----------      -----------
Total property-related gains, net                                                   $     2,777      $     1,758
                                                                                    ===========      ===========
</TABLE>


The Company recorded impairment charges totaling $1.2 million during the quarter
ended December 31, 2000, of which $0.7 million was attributable to a property
where the operating lease agreement was amended such that the carrying value of
the leasehold improvements was no longer supported by projected future cash
flows. The remaining $0.5 million of the charge reflects a reduction in certain
Allright-related intangible assets which are no longer of any value to the
Company. The Company recorded an impairment charge of $0.5 million during the
quarter ended December 31, 1999.


LONG-TERM DEBT

         On March 19, 1999, the Company established a new credit facility (the
"Credit Facility") providing for an aggregate availability of up to $400 million
consisting of a five-year $200 million revolving credit facility including a
sub-limit of $25 million for standby letters of credit, and a $200 million
five-year term loan. The principal amount of the term loan shall be repaid in
quarterly payments of $12.5 million commencing June 30, 2000 and continuing
until the loan is repaid. The Credit Facility bears interest at LIBOR plus a
grid based margin dependent upon Central Parking achieving certain financial
ratios. The rate as of December 31, 2000 was LIBOR plus 0.875%. The amount
outstanding under the Company's Credit Facility as of December 31, 2000 was
$253.5 million with a weighted average interest rate of 7.5%. The Credit
Facility contains covenants including those that require the Company to maintain
certain financial ratios, restrict further indebtedness and limit the amount of
dividends paid.

         On February 14, 2000, the Company entered into an amendment and
restatement to the Credit Facility agreement primarily to allow for the Company
to repurchase up to $50 million in outstanding shares of its common stock. This
amendment and restatement contains provisions for up front fees of $681
thousand. Interest rates are not affected by the amendment and will continue to
be based upon the existing grid and determined based on certain financial
ratios.

         The Company is required under the Credit Facility to enter into certain
interest rate protection agreements designed to fix interest rates on variable
rate debt and reduce exposure to fluctuations in interest rates. On October 27,
1999 the Company entered into a $25 million interest rate swap for a term of
four years, cancelable after two years at the option of the counterparty, under
which the Company will pay to the counterparty a fixed rate of 6.16%, and the
counterparty will pay to the Company a variable rate equal to LIBOR. The
transaction involved an exchange of fixed rate payments for variable rate
payments and does not involve the exchange of the underlying notional value. On
March 31, 2000, June 29, 2000, and again on September 29, 2000, the Company
entered into $25 million interest rate cap agreements. The rate is 8.0% for the
first two cap agreements and 8.5% for the last cap agreement and each has a term
consistent with the Credit Facility's. The Company paid a total of $646 thousand
for the three $25 million cap agreements.

         On March 15, 2000, a limited liability company ("LLC") of which the
Company is the sole shareholder purchased the Black Angus Garage, a multi-level
structure with 300 parking stalls, located in New York City, for $19.6 million.
$13.3 million of the purchase was financed through a five-year note bearing
interest at one month floating LIBOR plus 162.5 basis points. To fix the
interest rate, the Company entered into a five-year LIBOR swap, yielding an
effective interest cost of 8.91% for the five-year period. The parent company
has guaranteed $1 million of the debt, which otherwise would have no recourse
except to the LLC. The remainder was financed from borrowings under the Credit
Facility.


                                  Page 8 of 23
<PAGE>   9

         The Company entered into an agreement effective June 1, 2000, to
acquire certain contract and lease rights for approximately $14.3 million. The
transaction was financed by the seller with a two-year obligation due June 2002
at an interest rate of 7.32% and is backed by a letter of credit in the amount
of $15.0 million.

         On March 18, 1998, the Company created Central Parking Finance Trust
("Trust") which completed a private placement of 4,400,000 shares at $25.00 per
share of 5.25% convertible trust issued preferred securities ("Preferred
Securities") pursuant to an exemption from registration under the Securities Act
of 1933, as amended. The Trust exists for the sole purpose of issuing the
Preferred Securities and investing the proceeds thereof in an equivalent amount
of 5.25% Convertible Subordinated Debentures ("Convertible Debentures") of the
Company due in 2008. The Preferred Securities do not have a stated maturity date
but are subject to mandatory redemption upon the repayment of the Convertible
Debentures at their stated maturity (April 1, 2008) or upon the acceleration or
earlier repayment of the Convertible Debentures. The Company's consolidated
balance sheets reflect the Preferred Securities of the Trust as
company-obligated mandatorily redeemable convertible securities of subsidiary
whose sole assets are convertible subordinated debentures of the Company. The
consolidated results of operations reflect dividends on the Preferred
Securities.

RECENT ACCOUNTING PRONOUNCEMENTS

         Derivative financial instruments

         In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
133 established reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts. Under SFAS No. 133,
the Company would recognize all derivatives as either assets or liabilities,
measured at fair value, in the statement of financial position. In June 2000,
SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging
Activities, an Amendment of FASB Statement No. 133" was issued clarifying the
accounting for derivatives under the new standard.

         On October 1, 2000, the Company's prospective adoption of the
provisions of SFAS No. 133 and SFAS No. 138, resulted in the recording of a net
transition loss of $380 thousand, net of related income tax of $253 thousand, in
accumulated other comprehensive income. Further, the adoption of SFAS No. 133
and SFAS 138 resulted in the Company reducing derivative instrument assets by
$281 thousand and recording $353 thousand of derivative instrument liabilities.

         At December 31, 2000, the Company adjusted the value of its derivative
financial instruments to their fair values. This resulted in the recognition of
an unrealized loss of $515 thousand, net of related income tax of $343 thousand
in accumulated other comprehensive loss, along with a decrease in derivative
instrument assets of $136 thousand and an increase in derivative instrument
liabilities of $722 thousand. Additionally, $22 thousand of accumulated other
comprehensive loss, net of related income tax benefit of $14 thousand, was
amortized to interest expense during the quarter.

         Revenue recognition

         In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB
101). The company must adopt the provisions of SAB 101 no later than the fourth
quarter of the current year. Such adoption will be retroactive to October 1,
2000. SAB 101 will require the Company to change the timing of recognition of
performance-based revenues on approximately 90 of its current management
contracts. Such contracts earned approximately $2.0 million of performance-based
revenues in fiscal 2000. The Company is in the process of determining the impact
this change will have on its financial statements.


COMPREHENSIVE INCOME

         Comprehensive income, which is comprised of net earnings, changes in
unrealized losses on derivative financial instruments and changes in foreign
currency translation adjustments, was $10.6 million and $8.4 million for the
three months ended December 31, 2000 and 1999, respectively.


BUSINESS SEGMENTS

         The Company is managed based on segments administered by senior vice
presidents. These segments are generally organized geographically, with
exceptions depending on the needs of specific regions. The following are
summaries of revenues, costs, and other expenses by segment for the three months
ended December 31, 2000 and 1999. During fiscal year 2001, the Company realigned
certain locations among segments. All prior year segment data has been
reclassified to conform to the new segment alignment.


                                  Page 9 of 23

<PAGE>   10

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED DECEMBER 31, 2000
                                          -----------------------------------------------------------------------------------------

                                             ONE             TWO            THREE           FOUR             FIVE            SIX
                                          ---------       ---------       ---------       ---------       ---------       ---------
<S>                                       <C>             <C>             <C>             <C>             <C>             <C>
Revenues:
 Parking                                  $  11,219       $  68,247       $   8,046       $  23,145       $   9,005       $   6,906
 Management contract                          2,452           6,212           2,459           4,150           2,809           1,495
                                          ---------       ---------       ---------       ---------       ---------       ---------
    Total revenues                           13,671          74,459          10,505          27,295          11,814           8,401
Costs and expenses:
 Cost of parking                              9,508          55,639           7,589          21,051           7,721           5,996
 Cost of management contracts                 1,042           2,396             955           1,636           1,148             699
 General and administrative                   1,192           5,049             705           1,381             917             625
 Goodwill and non-compete
    amortization                                 56           2,072             112             259              96             123
 Merger costs                                    --              --              --              --              --              --
                                          ---------       ---------       ---------       ---------       ---------       ---------
    Total costs and expenses                 11,798          65,156           9,361          24,327           9,882           7,443
Property-related gains (losses), net             --          (2,295)             (7)            693               8               1
                                          ---------       ---------       ---------       ---------       ---------       ---------
    Operating earnings                        1,873           7,008           1,137           3,661           1,940             959
Other income (expense):
 Interest income                                (39)         (4,592)            (73)           (512)            (13)            (13)
 Interest expense                               (65)           (309)            (43)            (45)            (62)            (23)
 Dividends - convertible                         --              --              --              --              --              --
 Minority interest                               --             117              (3)             --              --
 Equity in partnership and joint
    ventures                                     --              --              --              --              --              --
                                          ---------       ---------       ---------       ---------       ---------       ---------
    Earnings before income tax
      and extraordinary item              $   1,769       $   2,224       $   1,018       $   3,104       $   1,865       $     923
                                          =========       =========       =========       =========       =========       =========
    Income tax expense

    Earnings before
      extraordinary item
    Extraordinary item, net of tax

    Net earnings


Identifiable assets                       $  24,811       $ 355,311       $  26,640       $  57,261       $  26,413       $  20,667
                                          =========       =========       =========       =========       =========       =========

<CAPTION>

                                                      THREE MONTHS ENDED DECEMBER 31, 2000
                                          -----------------------------------------------------------
                                                                         ALL OTHERS
                                            SEVEN            INT'L      & GEN'L CORP         TOTAL
                                          ---------       ---------     ------------      -----------
<S>                                       <C>             <C>           <C>               <C>
Revenues:
 Parking                                  $  15,169       $   6,465       $   3,475       $   151,677
 Management contract                          1,931           1,431           2,656            25,595
                                          ---------       ---------       ---------       -----------
    Total revenues                           17,100           7,896           6,131           177,272
Costs and expenses:
 Cost of parking                             13,485           5,581          (2,605)          123,965
 Cost of management contracts                   700              31           1,615            10,222
 General and administrative                   1,194           1,075           5,515            17,653
 Goodwill and non-compete
    amortization                                  3              --             280             3,001
 Merger costs                                    --              --              --                --
                                          ---------       ---------       ---------       -----------
    Total costs and expenses                 15,382           6,687           4,805           154,841
Property-related gains (losses), net             (1)              1           4,377             2,777
                                          ---------       ---------       ---------       -----------
    Operating earnings                        1,717           1,210           5,703            25,208
Other income (expense):
 Interest income                                (24)             97           6,723             1,554
 Interest expense                                (3)            (52)         (5,600)           (6,202)
 Dividends - convertible                         --              --          (1,472)           (1,472)
 Minority interest                               --              --            (716)             (602)
 Equity in partnership and joint
    ventures                                     --             391             723             1,114
                                          ---------       ---------       ---------       -----------
    Earnings before income tax
      and extraordinary item              $   1,690       $   1,646       $   5,361            19,600
                                          =========       =========       =========
    Income tax expense                                                                          8,095
                                                                                          -----------
    Earnings before
      extraordinary item                                                                       11,505
    Extraordinary item, net of tax                                                                 --
                                                                                          -----------
    Net earnings                                                                          $    11,505
                                                                                          ===========

Identifiable assets                       $  29,747       $  26,220       $ 439,681       $ 1,006,751
                                          =========       =========       =========       ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED DECEMBER 31, 1999
                                          -----------------------------------------------------------------------------------------

                                             ONE             TWO            THREE           FOUR             FIVE            SIX
                                          ---------       ---------       ---------       ---------       ---------       ---------
<S>                                       <C>             <C>             <C>             <C>             <C>             <C>
Revenues:
  Parking                                 $  11,823       $  69,993       $   9,520       $  26,696       $   9,923       $   6,739
  Management contract                         2,914           6,362           2,504           4,147           2,988           1,544
                                          ---------       ---------       ---------       ---------       ---------       ---------
    Total revenues                           14,737          76,355          12,024          30,843          12,911           8,283
Costs and expenses:
  Cost of parking                            10,508          56,835           9,273          24,889           8,473           5,824
  Cost of management contracts                  898           1,881             965           1,665           1,184             628
  General and administrative                  2,194           6,583           1,417           2,856           2,126           1,096
  Goodwill and non-compete
    amortization                                 47           2,271             112             265             102             123
  Merger costs                                   --              --              --              --              --              --
                                          ---------       ---------       ---------       ---------       ---------       ---------
    Total costs and expenses                 13,647          67,570          11,767          29,675          11,885           7,671
Property-related gains (losses), net             20            (969)             --              12              --              (5)
                                          ---------       ---------       ---------       ---------       ---------       ---------
    Operating earnings                        1,110           7,816             257           1,180           1,026             607
Other income (expense):
  Interest income                               (44)         (4,605)            (86)           (510)            (23)            (14)
  Interest expense                              (18)           (398)            (37)            (47)            (50)             (2)
  Dividends - convertible                        --              --              --              --              --              --
  Minority interest                              --              --              --              --              --              --
  Equity in partnership and joint
    ventures                                     --              --              --              --              --              --
                                          ---------       ---------       ---------       ---------       ---------       ---------
    Earnings before income tax
      and extraordinary item              $   1,048       $   2,813       $     134       $     623       $     953       $     591
                                          =========       =========       =========       =========       =========       =========
    Income tax expense

    Earnings before
      extraordinary item
    Extraordinary item, net of tax

  Net earnings


Identifiable assets                       $  31,590       $ 372,641       $  42,638       $  80,361       $  35,821       $  31,393
                                          =========       =========       =========       =========       =========       =========


<CAPTION>

                                                      THREE MONTHS ENDED DECEMBER 31, 1999
                                          -----------------------------------------------------------
                                                                         ALL OTHERS
                                            SEVEN            INT'L      & GEN'L CORP         TOTAL
                                          ---------       ---------     ------------      -----------
<S>                                       <C>             <C>           <C>               <C>
Revenues:
  Parking                                  $  15,331       $   6,757       $   2,714       $   159,496
  Management contract                          2,124           1,339           1,915            25,837
                                           ---------       ---------       ---------       -----------
    Total revenues                            17,455           8,096           4,629           185,333
Costs and expenses:
  Cost of parking                             13,469           6,001          (2,165)          133,107
  Cost of management contracts                   707            (206)            718             8,440
  General and administrative                   1,986           1,097             572            19,927
  Goodwill and non-compete
    amortization                                   3              --             139             3,062
  Merger costs                                    --              --           2,385             2,385
                                           ---------       ---------       ---------       -----------
    Total costs and expenses                  16,165           6,892           1,649           166,921
Property-related gains (losses), net             (33)              2           2,731             1,758
                                           ---------       ---------       ---------       -----------
    Operating earnings                         1,257           1,206           5,711            20,170
Other income (expense):
  Interest income                                (22)             46           7,124             1,866
  Interest expense                                (1)            (68)         (5,907)           (6,528)
  Dividends - convertible                         --              --          (1,510)           (1,510)
  Minority interest                               --              --            (814)             (814)
  Equity in partnership and joint
    ventures                                      --             294           1,192             1,486
                                           ---------       ---------       ---------       -----------
    Earnings before income tax
      and extraordinary item               $   1,234       $   1,478       $   5,796            14,670
                                           =========       =========       =========
    Income tax expense                                                                           6,224
                                                                                           -----------
    Earnings before
      extraordinary item                                                                         8,446
    Extraordinary item, net of tax                                                                (195)
                                                                                           -----------
  Net earnings                                                                             $    8,251
                                                                                           ===========

Identifiable assets                        $  27,284       $  22,247       $ 412,561       $ 1,056,536
                                           =========       =========       =========       ===========
</TABLE>



                                 Page 10 of 23
<PAGE>   11

Segment One encompasses the western region of the United States.

Segment Two encompasses the northeastern region of the United States, including
New York City, New Jersey, Eastern Pennsylvania, and New England.

Segment Three encompasses the southeastern region of the United States.

Segment Four encompasses parts of the mid-western region of the United States,
and also includes Southern Texas and Washington, D.C.

Segment Five encompasses the inter-mountain region of the United States,
including Northern Texas and parts of the Midwest.

Segment Six encompasses the southern region of the United States, including
parts of Kentucky, Tennessee and Louisiana, as well as Puerto Rico.

Segment Seven encompasses the central region of the United States.

International encompasses all non-U.S. locations.

All others and general corporate encompasses home office, eliminations, certain
owned real estate, and certain partnerships.



                                 Page 11 of 23

<PAGE>   12
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE

         This report includes various forward-looking statements regarding the
Company that are subject to risks and uncertainties, including, without
limitation, the factors set forth below and under the caption "Risk Factors" in
the Management's Discussion and Analysis of Financial Condition and Results of
Operations section of the Company's Report on Form 10-K for the year ended
September 30, 2000. Forward-looking statements include, but are not limited to,
discussions regarding the Company's operating strategy, growth strategy,
acquisition strategy, cost savings initiatives, industry, economic conditions,
financial condition, liquidity and capital resources and results of operations.
Such statements include, but are not limited to, statements preceded by,
followed by or that otherwise include the words "believes," "expects,"
"anticipates," "intends," "estimates" or similar expressions. For those
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.

         The following important factors, in addition to those discussed
elsewhere in this report, and the Company's report on Form 10-K for the year
ended September 30, 2000 could affect the future financial results of the
Company and could cause actual results to differ materially from those expressed
in forward-looking statements contained or incorporated by reference in this
document:

-        successful completion of the integration of Allright, as well as past
         and future acquisitions in light of challenges in retaining key
         employees, synchronizing business processes and efficiently integrating
         facilities, marketing, and operations;

-        successful implementation of the Company's operating and growth
         strategy, including possible strategic acquisitions;

-        fluctuations in quarterly operating results caused by a variety of
         factors including the timing of gains on sales of owned facilities,
         preopening costs, changes in the Company's cost of borrowing, effect of
         weather on travel and transportation patterns, player strikes or other
         events affecting major league sports and local, national and
         international economic conditions;

-        the ability of the Company to form and maintain its strategic
         relationships with certain large real estate owners and operators;

-        global and/or regional economic factors;

-        compliance with laws and regulations, including, without limitation,
         environmental, antitrust and consumer protection laws and regulations
         at the federal, state, local and international levels.

OVERVIEW

         On March 19, 1999, Central Parking completed a merger (the "Merger")
with Allright Holdings, Inc. ("Allright"). The transaction constituted a
tax-free reorganization and has been accounted for as a pooling-of-interests
under APB Opinion No. 16. Refer to the accompanying notes to the consolidated
financial statements.

         The Company operates parking facilities under three types of
arrangements: leases, fee ownership, and management contracts. Parking revenues
from owned properties amounted to $17.4 million and $16.4 million for the three
months ended December 31, 2000 and 1999, respectively, representing 11.5% and
10.3% of total parking revenues for the respective periods. Ownership of parking
facilities, either independently or through joint ventures, typically requires a
larger capital investment than managed or leased facilities but provides maximum
control over the operation of the parking facility and the greatest profit
potential of the three types of operating arrangements. As the owner, all
changes in owned facility revenue and expense flow directly to the Company.
Additionally, the Company has the potential to realize benefits of appreciation
in the value of the underlying real estate if the property is sold. Central
Parking assumes complete responsibility for all aspects of the property,
including all structural, mechanical, or electrical maintenance or repairs and
property taxes.


                                 Page 12 of 23

<PAGE>   13

         Parking revenues from leased facilities amounted to $134.3 million and
$143.1 million for the three months ending December 31, 2000 and 1999
respectively, which accounted for 88.5% and 89.7% of total parking revenues in
the respective periods. Leases generally provide for a contractually established
payment to the facility owner, which is a fixed annual amount, a percentage of
gross revenues, or a combination. As a result, Central Parking's revenues and
profits in its lease arrangements are dependent upon the performance of the
facility. Leased facilities require a longer commitment and a larger capital
investment by Central Parking than managed facilities but generally provide a
more stable source of revenue and a greater opportunity for long-term revenue
growth. Under its leases, the Company is typically responsible for all facets of
the parking operations, except for structural, mechanical, or electrical
maintenance or repairs. Lease arrangements are typically for terms of three to
ten years, with renewal options.

         Management contract revenues amounted to $25.6 million and $25.8
million for the three months ended December 31, 2000 and 1999, respectively.
Management contract revenues consist of management fees (both fixed and
percentage of revenues) and fees for ancillary services such as insurance,
accounting, equipment leasing and consulting. The cost of management contracts
includes insurance premiums and claims and other indirect overhead. The
Company's responsibilities under a management contract as a facility manager
include hiring, training and staffing parking personnel, and providing
collections, accounting, record keeping, insurance and facility marketing
services. Generally, Central Parking is not responsible under its management
contracts for structural, mechanical, or electrical maintenance or repairs, or
for providing security or guard services or for paying property taxes. The
typical management contract is for a term of one to three years and generally is
renewable for successive one-year terms, but is cancelable by the property owner
on short notice.

         The Company's clients have the option of obtaining insurance on their
own or having Central Parking provide insurance as part of the services provided
under the management contract. Because of its size and claims experience, the
Company can purchase such insurance at discounts to comparable market rates and,
management believes, at lower rates than the Company's clients can generally
obtain on their own. Accordingly, Central Parking generates profits on the
insurance provided under its management contracts.

         As of December 31, 2000, Central Parking operated 1,989 parking
facilities through management contracts, leased 2,185 parking facilities, and
owned 235 parking facilities, either independently or in joint venture with
third parties.

THREE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
1999

         Parking revenues for the first quarter of fiscal 2001 decreased to
$151.7 million from $159.5 million in the first quarter of fiscal 2000, a
decrease of $7.8 million, or 4.9%. The decrease is primarily a result of two
factors. First, adverse weather conditions in the Midwest and Northeast during
the first quarter negatively impacted parking revenues. Second, the Company
experienced a net decline of 255 leased and owned locations since December 31,
1999 (237 locations added, offset by 492 locations lost). The decline in
locations is due to a variety of factors including divestitures related to the
Allright transaction, the sale or closure of underperforming locations, and the
loss of locations in the ordinary course of business. Of the 255 net locations
lost, 246 were lost between December 31, 1999 and September 30, 2000 and 9 were
lost during the quarter ended December 31, 2000. Revenues from foreign
operations amounted to approximately $7.9 million and $8.1 million for the
quarters ended December 31, 2000 and 1999, respectively.

         Management contract revenues for the first quarter of fiscal 2001
decreased to $25.6 million from $25.8 million in the same period of fiscal 2000,
a decrease of $0.2 million or 0.9%. The slight decrease is due to the fact that
the Company operated 99 fewer management contract locations as of December 31,
2000 as compared against December 31, 1999.

         Cost of parking in the first quarter of 2001 decreased to $124.0
million from $133.1 million in the first quarter of 2000, a decrease of $9.1
million or 6.9%. This decrease was due primarily to a reduction in rent and
property taxes of $7.8 million, and a reduction in payroll and benefits of $2.8
million as compared against the prior year period. The reduction in rent and
payroll can both be attributed to the reduction in the number of leased and
owned locations operated by the Company as described above. Rent expense as a
percentage of parking revenues declined to 47.1% during the quarter ended
December 31, 2000, from 49.1% in the quarter ended December 31, 1999. Payroll
and


                                 Page 13 of 23

<PAGE>   14

benefit expenses were 18.2% of parking revenues during the first quarter of
fiscal 2001 as compared to 19.1% in the comparable prior year period. The
reduction in both rent and payroll expenses as a percentage of parking revenues
is a result of the closure of unprofitable locations as well as an increased
focus on expense control throughout the Company. Cost of parking as a percentage
of parking revenues decreased to 81.7% in the first quarter of fiscal 2001 from
83.5% in the first quarter of fiscal 2000.

         Cost of management contracts in the first quarter of fiscal 2001
increased to $10.2 million from $8.4 million in the comparable period in 2000,
an increase of $1.8 million or 21.1%. The increase in cost reflects higher
workers compensation and medical claims by employees. Cost of management
contracts as a percentage of management contract revenue increased to 39.9% for
the first fiscal quarter of 2001 from 32.7% for the same period in 2000, due to
the increase in the aforementioned items.

         General and administrative expenses decreased to $17.7 million for the
first quarter of fiscal 2001 from $19.9 million in the first quarter of fiscal
2000, a decrease of $2.2 million or 11.4%. This decrease is due to $2.2 million
of additional depreciation in the prior year resulting from the adoption of a
shorter life on certain Allright related computer assets. General and
administrative expenses as a percentage of total revenues decreased to 10.0% for
the first quarter of fiscal 2001 compared to 10.8% for the first quarter of
fiscal 2000.

         Goodwill and non-compete amortization for the first quarter of fiscal
2001 decreased to $3.0 million from $3.1 million in the first quarter of fiscal
2000, a decrease of $0.1 million.

         The Company incurred $2.4 million of merger related expenses on a
pretax basis during the quarter ended December 31, 1999 that were reported as
operating expenses. Included in these costs are approximately $0.6 million in
professional fees; comprised of legal, accounting, and consulting fees; $1.1
million related to employment agreements and severance; and the balance of $0.7
million in travel, supplies, printing and other out of pocket expenses.

         Interest income decreased to $1.6 million for the first quarter of
fiscal 2001 from $1.9 million in the first quarter of fiscal 2000, a decrease of
$0.3 million, or 16.7%. The decrease in interest income is a result of the
retirement of a $10.3 million note during the fourth quarter of fiscal 2000.

         Interest expense and dividends on Company-obligated mandatorily
redeemable convertible securities of a subsidiary trust decreased to $7.7
million for the first quarter of fiscal 2001 from $8.0 million in the first
quarter of fiscal 2000, a decrease of $0.3 million or 4.5%. This decrease in
interest expense was primarily attributable to the lower amount of overall debt
outstanding during the current quarter. The weighted average balance outstanding
under such credit facilities and convertible securities was $401.9 million
during the quarter ended December 31, 2000, at a weighted average interest rate
of 7.1% compared to $474.0 million during the quarter ended December 31, 1999 at
an average interest rate of 6.4%.

         Net property-related gains for the three months ended December 31, 2000
increased to $2.8 million from $1.8 million in the comparable period in 1999.
Net gains on sales of property of $5.5 million were offset by impairment charges
of $1.2 million and lease termination costs of $1.5 million in the current
quarter. Net gains on sales of property for the three months ended December 31,
1999 were $2.3 million. These gains were offset by $0.5 million of impairment
charges.

         Income taxes increased to $8.1 million for the first quarter of fiscal
2001 from $6.2 million in the first quarter of fiscal 2000, an increase of $1.9
million or 30.1%. The effective tax rate for the first quarter of fiscal 2001
was 41.3% compared to 42.4% for the first quarter of fiscal 2000. The decrease
in the effective tax rate is attributable to certain non-deductible merger
expenses included in operating expenses during the prior year.

LIQUIDITY AND CAPITAL RESOURCES

         Operating activities for the three months ended December 31, 2000
provided net cash of $13.2 million, compared to $15.9 million of cash provided
by operating activities for the three months ended December 31, 1999. Net
earnings of $11.5 million and depreciation and amortization of $11.4 million,
offset by increases in operating assets and


                                 Page 14 of 23

<PAGE>   15

decreases in operating liabilities totaling $8.0 million account for the
majority of the cash provided by operating activities during the first three
months of fiscal 2000.

         Investing activities for the three months ended December 31, 2000
provided net cash of $7.7 million, compared to $12.2 million of net cash used
for investing activities for the same period in 1999. Proceeds of $15.0 million
from the disposition of property and equipment, offset by the purchase of
property, equipment, leasehold improvements, and contract rights of $8.0 million
account for the majority of the cash provided by investing activities in the
first three months of fiscal 2001. Purchase of property, equipment, leasehold
improvements and contract rights of $16.9 million, partially offset by proceeds
from sales of property of $5.5 million account for the majority of cash used by
investing activities during the first three months of fiscal 2000.

         Financing activities for the three months ended December 31, 2000 used
net cash of $25.0 million, compared to $12.7 million in the same period in 1999.
Principal repayments on notes payable of $15.7 million and the repurchase of
$6.3 million of common stock account for the majority of the cash used by
financing activities during the three months ended December 31, 2000. Net
payments under the revolving credit agreement of $9.8 million and payments to
minority interest partners of $3.1 million, partially offset by proceeds from
the issuance of common stock and the exercise of warrants of $1.1 million
account for the majority of the cash used by financing activities during the
three months ended December 31, 1999.

         Depending on the timing and magnitude of the Company's future
investments (either in the form of leased or purchased properties, joint
ventures, or acquisitions), the working capital necessary to satisfy current
obligations is anticipated to be generated from operations and from Central
Parking's credit facility over the next twelve months. In the ordinary course of
business, Central Parking is required to maintain and, in some cases, make
capital improvements to the parking facilities it operates.

         If Central Parking identifies investment opportunities requiring cash
in excess of Central Parking's cash flows and the existing credit facility,
Central Parking may seek additional sources of capital, including seeking to
further amend the existing credit facility to obtain additional indebtedness.
The Allright Registration Rights Agreement, as noted under the caption "Risk
Factors" in the Management's Discussion and Analysis of Financial Condition and
Results of Operations section of the Company's Report on Form 10-K for the year
ended September 30, 2000, provides certain limitations and restrictions upon
Central Parking's ability to issue new shares of Central Parking common stock.
Until certain shareholders of Central Parking have received at least $350
million from the sale of Central Parking common stock in either registered
offerings or otherwise, Central Parking cannot sell any shares of its common
stock on its own behalf, subject to certain exceptions. While Central Parking
does not expect this limitation to affect its working capital needs, it could
have an impact on Central Parking's ability to complete significant
acquisitions. The decreased market value of Central Parking's common stock also
could have an impact on Central Parking's ability to complete significant
acquisitions or raise additional capital.

         Future Cash Commitments

         On January 18, 2000, the Company's board of directors authorized the
repurchase of up to $50 million in outstanding shares of the Company's common
stock. The Company's bank lenders subsequently approved the repurchase on
February 14, 2000. Subject to availability, the repurchases may be made from
time to time in open market transactions or in privately negotiated off-market
transactions at prevailing market prices that the Company deems appropriate. As
of December 31, 2000 the Company had repurchased 1.2 million shares at a total
cost of $21.1 million.

         The Company routinely makes strategic capital expenditures to enhance
customer service at parking facilities under its control. The Company's capital
expenditure budget for fiscal 2001 is approximately $20.0 million.

         Credit Facility

         On March 19, 1999, Central Parking established a new credit facility
(the "Credit Facility") providing for an aggregate availability of up to $400
million consisting of a five-year $200 million revolving credit facility
including a sub-limit of $25 million for standby letters of credit, and a $200
million five-year term loan. The principal amount of the term loan shall be
repaid in quarterly payments of $12.5 million, commencing June 30, 2000 and
continuing until the loan is repaid. The Credit Facility bears interest at LIBOR
plus a grid based margin dependant upon the Company achieving certain financial
ratios. The rate as of December 31, 2000 was LIBOR plus 0.875%. The Credit
Facility


                                 Page 15 of 23

<PAGE>   16

contains certain covenants including those that require Central Parking to
maintain certain financial ratios, restrict further indebtedness and limit the
amount of dividends paid. The amount outstanding under the Company's Credit
Facility as of December 31, 2000 is $253.5 million, with a weighted average
interest rate of 7.5%.

         On February 14, 2000, the Company entered into an amendment and
restatement to the Credit Facility agreement primarily to allow for the Company
to repurchase up to $50 million in outstanding shares of its common stock. This
amendment and restatement contains provisions for up front fees of $681
thousand. Interest rates are not affected by the amendment and will continue to
be based upon the existing grid and determined based on certain financial
ratios.

         Convertible Trust Issued Preferred Securities and Equity Offerings

         On March 18, 1998, the Company completed an offering of 2,137,500
shares of common stock. The Company received net proceeds from the offering of
$89.1 million. Concurrent with the common stock offering, the Company created
the Trust which completed a private placement of 4,400,000 shares at $25.00 per
share of 5.25% convertible trust issued preferred securities pursuant to an
exemption from registration under the Securities Act of 1933, as amended. The
Preferred Securities represent preferred undivided beneficial interests in the
assets of Central Parking Finance Trust, a statutory business trust formed under
the laws of the State of Delaware. The Company owns all of the common securities
of the Trust. The Trust exists for the sole purpose of issuing the Preferred
Securities and investing the proceeds thereof in an equivalent amount of 5.25%
Convertible Subordinated Debentures ("Convertible Debentures") of the Company
due 2028. The net proceeds to the Company from the Preferred Securities private
placement were $106.0 million. Each Preferred Security is entitled to receive
cumulative cash distributions at an annual rate of 5.25% (or $1.312 per share)
and will be convertible at the option of the holder thereof into shares of
Company common stock at a conversion rate of 0.4545 shares of Company common
stock for each Preferred Security (equivalent to $55.00 per share of Company
common stock), subject to adjustment in certain circumstances. The Preferred
Securities do not have a stated maturity date but are subject to mandatory
redemption upon the repayment of the Convertible Debentures at their stated
maturity (April 1, 2028) or upon acceleration or earlier repayment of the
Convertible Debentures. The proceeds of the equity and preferred security
offerings were used to repay indebtedness.

         The Company's consolidated balance sheets reflect the Preferred
Securities of the Trust as company-obligated mandatorily redeemable convertible
securities of subsidiary whose sole assets are convertible subordinated
debentures of the Parent.


                                 Page 16 of 23

<PAGE>   17


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         Interest Rates

         The Company's primary exposure to market risk consists of changes in
interest rates on variable rate borrowings. As of December 31, 2000, the Company
had $253.5 million of variable rate debt outstanding under the Credit Facility
priced at LIBOR plus 87.5 basis points. The Company is required under the Credit
Facility to enter into interest rate protection agreements designed to limit the
Company's exposure to increases in interest rates. As of December 31, 2000,
interest rate protection agreements had been purchased to hedge $100 million of
the Company's variable rate debt. Please refer to the paragraph entitled
Long-Term Debt in the Notes to the Financial Statements for a description of the
individual interest rate protection agreements. $162.5 million of the Credit
Facility is payable in quarterly installments of $12.5 million and $91.0 million
in revolving credit loans are due in March 2004. The Company anticipates paying
the scheduled quarterly payments out of operating cash flow and, if necessary,
will attempt to renew the revolving credit facility.




                                 Page 17 of 23

<PAGE>   18


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

The ownership of property and provision of services to the public entails an
inherent risk of liability. Although the Company is engaged in routine
litigation incidental to its business, there is no legal proceeding to which the
Company is a party, which, in the opinion of management, will have a material
adverse effect upon the Company's financial condition, results of operations, or
liquidity. The Company carries liability insurance against certain types of
claims that management believes meets industry standards; however, there can be
no assurance that any future legal proceedings (including any judgments,
settlements or costs) will not have a material adverse effect on the Company's
financial condition, liquidity or results of operations.

In connection with the merger of Allright Holdings, Inc. with a subsidiary of
the Company, the Antitrust Division of the United States Department of Justice
(the "Antitrust Division") filed a complaint in U.S. District Court for the
District of Columbia seeking to enjoin the merger on antitrust grounds. In
addition, the Company received notices from several states, including Tennessee,
Ohio, Texas, Illinois, and Maryland, that the attorneys general of those states
were reviewing the merger from an antitrust perspective. Several of these states
also requested certain information relating to the merger and the operations of
Central and Allright in the form of civil investigative demands.

Central and Allright entered into a settlement agreement with the Antitrust
Division on March 16, 1999, under which the two companies agreed to divest a
total of 74 parking facilities in 18 cities, representing approximately 18,000
parking spaces. None of the states that reviewed the transaction from an
antitrust perspective became a party to the settlement agreement with the
antitrust Division, and the Company is aware that at least one of these states,
Tennessee, is still conducting a review of the operations of Central and
Allright. The Company has completed the divestiture of all of the facilities
required to be divested by the settlement agreement. The settlement agreement
provides that Central and Allright may not operate any of the divested
facilities for a period of two years following the divestiture of such facility.

Item 4.  Submission of Matters to a Vote of Security-Holders

There were no matters submitted to a vote of security holders during the quarter
ended December 31, 2000.

Item 6.  Exhibits and Reports on Form 8-K

<TABLE>
<CAPTION>
         (a) Exhibits
<S>      <C>   <C>
2              Plan of Recapitalization, effective October 9, 1997 (Incorporated
               by reference to Exhibit 2 to the Company's Registration Statement
               No. 33-95640 on Form S-1).

2.1            Agreement and Plan of Merger dated September 21, 1998, by and
               among the Registrant, Central Merger Sub, Inc., Allright
               Holdings, Inc., Apollo Real Estate Investment Fund II, L.P. and
               AEW Partners, L.P. (Incorporated by reference to Exhibit 2.1 to
               the Company's Registration Statement No. 333-66081 on Form S-4
               filed on October 21, 1998).

2.2            Amendment dated as of January 5, 1999, to the Agreement and Plan
               of Merger dated September 21, 1998 by and among the Registrant,
               Central Merger Sub, Inc., Allright Holdings, Inc., Apollo Real
               Estate Investment Fund II, L.P. and AEW Partners, L.P.
               (Incorporated by reference to Exhibit 2.1 to the Company's
               Registration Statement No. 333-66081 on Form S-4 filed on October
               21, 1998, as amended).

2.3            Acquisition Agreement and Plan of Merger dated as of November 7,
               1997, by and between the Registrant and Kinney System Holding
               Corp and a subsidiary of the Registrant (Incorporated by
               reference to the Company's Current Report on Form 8-K filed on
               February 17, 1998).

</TABLE>


                                 Page 18 of 23

<PAGE>   19

<TABLE>
<S>            <C>         <C>
3.1            (a)         Amended and Restated Charter of the Registrant
                           (Incorporated by reference to Exhibit 4.1 to the
                           Company's Registration Statement No. 333-23869 on
                           Form S-3).

               (b)         Articles of Amendment to the Charter of Central
                           Parking Corporation increasing the authorized number
                           of shares of common stock, par value $0.01 per share,
                           to one hundred million (Incorporated by reference to
                           Exhibit 2 to the Company's 10-Q for the quarter ended
                           March 31, 1999).

3.2                        Amended and Restated Bylaws of the Registrant
                           (Incorporated by reference to Exhibit 4.1 to the
                           Company's Registration Statement No. 333-23869 on
                           Form S-3).

4.1                        Form of Common Stock Certificate (Incorporated by
                           reference to Exhibit 4.1 to the Company's
                           Registration Statement No. 33-95640 on Form S-1).

4.4            (a)         Registration Rights Agreement (the "Allright
                           Registration Rights Agreement") dated as of September
                           21, 1998 by and between the Registrant, Apollo Real
                           Estate Investment Fund II, L.P., AEW Partners, L.P.
                           and Monroe J. Carell, Jr., The Monroe Carell Jr.
                           Foundation, Monroe Carell Jr. 1995 Grantor Retained
                           Annuity Trust, Monroe Carell Jr. 1994 Grantor
                           Retained Annuity Trust, The Carell Children's Trust,
                           The 1996 Carell Grandchildren's Trust, The Carell
                           Family Grandchildren 1990 Trust, The Kathryn Carell
                           Brown Foundation, The Edith Carell Johnson
                           Foundation, The Julie Carell Stadler Foundation, 1997
                           Carell Elizabeth Brown Trust, 1997 Ann Scott Johnson
                           Trust, 1997 Julia Claire Stadler Trust, 1997 William
                           Carell Johnson Trust, 1997 David Nicholas Brown Trust
                           and 1997 George Monroe Stadler Trust (Incorporated by
                           reference to Exhibit 4.4 to the Company's
                           Registration Statement No. 333-66081 filed on October
                           21, 1998).

4.4            (b)         Amendment dated January 5, 1999 to the Allright
                           Registration Rights Agreement (Incorporated by
                           reference to Exhibit 4.4.1 to the Company's
                           Registration Statement No. 333-66081 filed on October
                           21, 1998, as amended).

4.4            (c)         Second Amendment dated February 1, 2001 to the
                           Allright Registration Rights Agreement.
                           (Incorporated by reference to Exhibit 4.6 to the
                           Company's Registration Statement No. 333-54914 on
                           Form S-3 filed on February 2, 2001.)

4.5                        Indenture dated March 18, 1998 between the registrant
                           and Chase Bank of Texas, National Association, as
                           Trustee regarding up to $113,402,050 of 5-1/4 %
                           Convertible Subordinated Debentures due 2028.
                           (Incorporated by reference to Exhibit 4.5 to the
                           Registrant's Registration Statement No. 333-52497 on
                           Form S-3).

4.6                        Amended and Restated Declaration of Trust of Central
                           Parking Finance Trust dated as of March 18, 1998.
                           (Incorporated by reference to Exhibit 4.5 to the
                           Registrant's Registration Statement No. 333-52497 on
                           Form S-3).

4.7                        Preferred Securities Guarantee Agreement dated as of
                           March 18, 1998 by and between the Registrant and
                           Chase Bank of Texas, national Association as Trustee
                           (Incorporated by reference to Exhibit 4.7 to the
                           Registrant's Registration Statement No. 333-52497 on
                           Form S-3).

4.8                        Common Securities Guarantee Agreement dated March 18,
                           1998 by the Registrant. (Incorporated by reference to
                           Exhibit 4.9 to 333-52497 on Form S-3).

10.1                       Executive Compensation Plans and Arrangements
</TABLE>


                                 Page 19 of 23

<PAGE>   20
<TABLE>
<S>            <C>         <C>
               (a)         1995 Incentive and Nonqualified Stock Option Plan
                           for Key Personnel (Incorporated by reference to
                           Exhibit 10.1 to the Company's Registration Statement
                           No. 33-95640 on Form S-1).

               (b)         Amendment to the 1995 Incentive and Nonqualified
                           Stock Option Plan for Key Personnel increasing the
                           number of shares licensed for issuance under the plan
                           to 3,817,500 (Incorporated by reference to Exhibit
                           10.1 to the Company's Annual Report on Form 10-K for
                           the period ended September 30, 2000).

               (c)         Form of Option Agreement under Key Personnel Plan
                           (Incorporated by reference to Exhibit 10.2 to the
                           Company's Registration Statement No. 33-95640 on Form
                           S-1).

               (d)         1995 Restricted Stock Plan (Incorporated by reference
                           to Exhibit 10.5.1 to the Company's Registration
                           Statement No. 33-95640 on Form S-1.)

               (e)         Form of Restricted Stock Agreement (Incorporated
                           by reference to Exhibit 10.5.2 to the Company's
                           Registration Statement No.33-95640 on Form S-1.)

               (f)         Form of Employment Agreements with Executive
                           Officers (Incorporated by reference to Exhibit 10.7
                           to the Company's Registration Statement No. 33-95640
                           on Form S-1.)

               (g)         Monroe J. Carell, Jr. Employment Agreement
                           (Incorporated by reference to Exhibit 10.8 to the
                           Company's Registration Statement No. 33-95640 on Form
                           S-1.)

               (h)         Monroe J. Carell, Jr. Revised Deferred
                           Compensation Agreement, as amended (Incorporated by
                           reference to Exhibit 10.9 to the Company's
                           Registration Statement No.33-95640 on Form S-1.)

               (i)         James H. Bond Employment Agreement (Incorporated
                           by reference to Exhibit 10.10 to the Company's
                           Registration Statement No. 33-95640 on Form S-1.)

               (j)         Performance Unit Agreement between Central Parking
                           Corporation and James H. Bond (Incorporated by
                           reference to Exhibit 10.11.1 to the Company's
                           Registration Statement No. 33-95640 on Form S-1.)

               (k)         Modification of Performance Unit Agreement of
                           James H. Bond (Incorporated by reference to Exhibit
                           10.1 (j) to the Company's Annual Report on Form 10-K
                           filed on December 27, 1997).

               (l)         James H. Bond Severance Agreement (Incorporated by
                           reference to Exhibit 10.17 to the Company's
                           Registration Statement No.33-95640 on Form S-1.)

               (m)         James J. Hagan Employment Agreement, dated June
                           12, 2000. (Incorporated by reference to Exhibit 10.1
                           to the Company's Annual Report on Form 10-K for the
                           period ended September 30, 2000).

               (n)         Deferred Stock Unit Plan (Incorporated by reference
                           to Exhibit 10.1 to the Company's Annual Report on
                           Form 10-K for the period ended September 30, 1998).

               (o)         EPS Compensation Program for Senior Executives.
                           (Incorporated by reference to Exhibit 10.1 (m) of the
                           Company's Report on Form 10-K for the period ended
                           September 30, 1999).

10.2           (a)         1995 Nonqualified Stock Option Plan for Directors
                           (Incorporated by reference to Exhibit 10.3 to the
                           Company's Registration Statement No. 33-95640 on Form
                           S-1.)
</TABLE>


                                 Page 20 of 23

<PAGE>   21
<TABLE>
<S>            <C>         <C>
               (b)         Amendment to the 1995 Nonqualified Stock Option Plan
                           for Directors increasing the number of shares
                           reserved for issuance under the plan to 475,000
                           (Incorporated by reference to Exhibit 10.2 to the
                           Company's Annual Report on Form 10-K for the period
                           ended September 30, 2000).

10.3                       Form of Option Agreement under Directors plan
                           (Incorporated by reference to Exhibit 10.4 to the
                           Company's Registration Statement No. 33-95640 on Form
                           S-1.)

10.4                       Form of Indemnification Agreement for Directors
                           (Incorporated by reference to Exhibit 10.12 to the
                           Company's Registration Statement No. 33-95640 on Form
                           S-1.)

10.5                       Indemnification Agreement for Monroe J. Carell, Jr.
                           (Incorporated by reference to Exhibit 10.13 to the
                           Company's Registration Statement No. 33-95640 on Form
                           S-1.)

10.6                       Form of Management Contract (Incorporated by
                           reference to Exhibit 10.14 to the Company's
                           Registration Statement No. 3-95640 on Form S-1.)

10.7                       Form of Lease (Incorporated by reference to Exhibit
                           10.15 to the Company's Registration Statement No.
                           33-95640 on Form S-1.)

10.8                       1998 Employee Stock Purchase Plan (Incorporated by
                           reference to Exhibit 10.16 to the Company's
                           Registration Statement No. 33-95640 on Form S-1.)

10.9                       Exchange Agreement between the Company and Monroe J.
                           Carell, Jr. (Incorporated by reference to Exhibit
                           10.18 to the Company's Registration Statement No.
                           33-95640 on Form S-1.)

10.10                      $400 Million Credit Agreement dated as of March 19,
                           1999 by and among various banks with Bank of America,
                           N.A., as Agent, and Central Parking Corporation and
                           certain affiliates. (Incorporated by reference to
                           Exhibit 10.11 of the Company's Report on Form 10-K
                           for the period ended September 30, 1999.)

10.11                      Letter Amendment dated as of June 25, 1999 to Credit
                           Agreement dated as of March 19, 1999, by and among
                           various banks with Bank of America, N.A., as Agent,
                           and Central Parking Corporation and certain
                           affiliates. (Incorporated by reference to Exhibit
                           10.11 of the Company's Report on Form 10-K for the
                           period ended September 30, 1999.)

10.12                      Letter Amendment dated as of October 27, 1999 to
                           Credit Agreement dated as of March 19, 1999, by and
                           among various banks with Bank of America, N.A., as
                           Agent, and Central Parking Corporation and certain
                           affiliates. (Incorporated by reference to Exhibit
                           10.11 of the Company's Report on Form 10-K for the
                           period ended September 30, 1999.)

10.13                      Form of Amendment dated as of December 28, 1999 to
                           $400 million Credit Agreement dated as of March 19,
                           1999, by and among various banks with Bank of
                           America, N.A., as Agent, and Central Parking
                           Corporation and certain affiliates. (Incorporated by
                           reference to Exhibit 10.11 of the Company's Report on
                           Form 10-K for the period ended September 30, 1999.)

10.14                      Amended and Restricted Credit Agreement dated as of
                           February 14, 2000, by and among various banks, with
                           Bank of America, N.A., as Agent and Central Parking
                           Corporation and certain affiliates. (Incorporated by
                           reference to the Company's Report of Form 10-Q for
                           the quarter ended March 31, 2000.)
</TABLE>

                                 Page 21 of 23

<PAGE>   22
<TABLE>
<S>                        <C>
10.15                      Amended and Restated Credit Agreement dated as of
                           June 16, 2000, by and among various banks, with Bank
                           F America, N.A. as Agent and Central Parking
                           Corporation and certain affiliates (Incorporated by
                           reference to Exhibit 10.15 to the Company's Annual
                           Report on Form 10-K for the period ended September
                           30, 2000).

10.16                      Consultancy Agreement dated as of January 21, 1997
                           between Central Parking System, Inc. and Lowell
                           Harwood (Incorporated by reference to Exhibit (c)(4)
                           to the Company's Tender Offer Statement on Schedule
                           14D-1 filed December 13, 1996).

10.17                      Consulting Agreement dated as of February 12, 1998,
                           by and between Central Parking Corporation and Lewis
                           Katz. (Incorporated by reference to Exhibit 10.20 of
                           the Company's Report on Form 10-K for the period
                           ended September 30, 1999.)

10.18                      Limited Partnership Agreement dated as of August 11,
                           1999, by and between CPS of the Northeast, Inc. and
                           Arizin Ventures, L.L.C. (Incorporated by reference to
                           Exhibit 10.21 of the Company's Report on Form 10-K
                           for the period ended September 30, 1999.)

10.19                      Registration Rights Agreement dated as of February
                           12, 1998, by and among Central Parking Corporation,
                           Lewis Katz and Saul Schwartz. (Incorporated by
                           reference to Exhibit 10.22 of the Company's Report on
                           Form 10-K for the period ended September 30, 1999.)

10.20                      Shareholders' Agreement and Agreement Not to Compete
                           by and among Central Parking Corporation, Monroe J.
                           Carell, Jr., Lewis Katz and Saul Schwartz dated as of
                           February 12, 1998. (Incorporated by reference to
                           Exhibit 10.23 of the Company's Report on Form 10-K
                           for the period ended September 30, 1999.)

10.21                      Lease Agreement dated as of October 6, 1995, by and
                           between The Carell Family LLC and Central Parking
                           System of Tennessee, Inc. (Alloway Parking Lot).
                           (Incorporated by reference to Exhibit 10.24 of the
                           Company's Report on Form 10-K for the period ended
                           September 30, 1999.)

10.22                      First Amendment to Lease Agreement dated as of July
                           29, 1997, by and between The Carell Family LLC and
                           Central Parking System of Tennessee, Inc. (Alloway
                           Parking Lot). (Incorporated by reference to Exhibit
                           10.25 of the Company's Report on Form 10-K for the
                           period ended September 30, 1999.)

10.23                      Lease Agreement dated as of October 6, 1995 by and
                           between The Carell Family LLC and Central Parking
                           System of Tennessee, Inc. (Second and Church Parking
                           Lot). (Incorporated by reference to Exhibit 10.26 of
                           the Company's Report on Form 10-K for the period
                           ended September 30, 1999.)

10.24                      First Amendment to Lease Agreement dated as of
                           October 6, 1995, by and between The Carell Family LLC
                           and Central Parking System of Tennessee, Inc. (Second
                           and Church Parking Lot). (Incorporated by reference
                           to Exhibit 10.27 of the Company's Report on Form 10-K
                           for the period ended September 30, 1999.)

10.25                      Prospectus and offering document for 2,625,000 shares
                           of Common Stock dated February 17, 1998.
                           (Incorporated by reference to the Company's
                           Registration Statement No. 233-23869 on Form S-3).

10.26                      Transaction Support Agreement by Monroe J. Carell,
                           Jr., the Registrant, Kathryn Carell Brown, Julia
                           Carell Stadler and Edith Carell Johnson to Allright
                           Holdings, Inc., Apollo Real Estate Investment Fund
                           II, L.P. and AEW Partners, L.P. dated
</TABLE>

                                 Page 22 of 23

<PAGE>   23
<TABLE>
<S>                        <C>
                           September 21, 1998. (Incorporated by reference to Exhibit 2.1 to the Company's Registration Statement
                           No. 333-66081 filed on October 23, 1998).

10.30                      Form of Transaction Support Agreement by certain shareholders of the Registrant to Allright Holdings,
                           Inc., Apollo Real Estate Investment Fund II, L.P., and AEW Partners, L.P., dated September 21, 1998.
                           (Incorporated by reference to Exhibit 2.1 to the Company's Registration Statement No. 333-66081 filed
                           on October 23, 1998).

10.31                      Form of Transaction Support Agreement by certain shareholders of Allright Holdings, Inc. to the
                           Registrant and Central Merger Sub, Inc. dated September 21, 1998. (Incorporated by reference to
                           Exhibit 2.1 to the Company's Registration Statement No. 333-66081 filed on October 23, 1998).
</TABLE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                      CENTRAL PARKING CORPORATION


Date:    February 14, 2001            By: /s/ James J. Hagan
                                          -------------------------------
                                          James J. Hagan
                                          Chief Financial Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
       Signature                                  Title                            Date
  ------------------------          ----------------------------------       -----------------
  <S>                               <C>                                      <C>
                                    Chief Financial Officer (Principal
     /s/ James J. Hagan             Financial and Accounting Officer)        February 14, 2001
  ------------------------
      James J. Hagan
</TABLE>

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


                                 Page 23 of 23