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UNITED STATES
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, 2003

Commission file number 001-13950

CENTRAL PARKING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)


Tennessee
    
    62-1052916(State or Other Jurisdiction of Incorporation
or Organization)
    
    (I.R.S. Employer Identification No.)2401 21st Avenue South,
Suite 200, Nashville, Tennessee
    
    37212(Address of Principal Executive Offices)
    
    (Zip Code)Registrants Telephone Number, Including Area Code:
    
    (615) 297-4255Former name, address and fiscal year, if changed since last report:
    
    Not Applicable


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 o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES x NO o

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

Class
    
    Outstanding at February 16, 2004Common Stock, $0.01 par value
    
    36,247,203






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TABLE OF CONTENTS



|                                               |                                                                                               |                                            |  |  |  |  |  | 
|---------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|Part I. FINANCIAL INFORMATION                 
|                                               | Item 1. Financial Statements                                                                 
|                                               |                                                                                               | CONSOLIDATED BALANCE SHEETS               
|                                               |                                                                                               | CONSOLIDATED STATEMENTS OF INCOME         
|                                               |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                               |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                               | Item 3. Quantitative and Qualitative Disclosure about Market Risk                            
|                                               | Item 4. controls and procedures                                                              
|PART II. OTHER INFORMATION                    
|                                               | Item 1. Legal Proceedings                                                                    
|                                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                    
|EX-31.1  SECTION 302 CERTIFICATION OF THE CEO 
|EX-31.2  SECTION 302 CERTIFICATION OF THE CFO 
|EX-32.1  SECTIN 1350 CERTIFICATION OF THE CEO 
|EX-32.2  SECTION 1350 CERTIFICATION OF THE CFO



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INDEX

CENTRAL PARKING CORPORATION AND SUBSIDIARIES

PAGEPART I
    
    FINANCIAL INFORMATIONItem 1
    
    Financial Statements (Unaudited)Consolidated Balance Sheets as of December 31, 2003 and September 30, 2003
    
    
    3Consolidated
Statements of Incomefor the three months ended December 31, 2003 and 2002
    
    
    4Consolidated Statements of Cash Flowsfor the three months ended December 31, 2003 and 2002
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2
    

Managements Discussion and Analysis of FinancialCondition and Results of Operations
    
    
    13Item 3
    
    Quantitative and Qualitative Disclosure about Market Risk
    
    
    19Item 4
    
    Controls and Procedures
    
    
    20PART II
    
    OTHER INFORMATIONItem 1
    
    Legal Proceedings
    
    
    21Item 6
    
    Exhibits and Reports on Form 8-K
    
    
    22SIGNATURES
    
    
    
    
    24






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Part I. FINANCIAL INFORMATION




Item 1. Financial Statements




CENTRAL PARKING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
UNAUDITED

Amounts in thousands, except share dataDecember 31,
    
    September 30,2003
    
    2003ASSETSCurrent assets:Cash and cash equivalents
    
    $
    38,171
    
    
    $
    31,572Management accounts receivable, net of allowance for doubtful accounts of $4,000 and $3,720 at
December 31, 2003 and September 30, 2003, respectively
    
    
    35,808
    
    
    
    34,174Accounts receivable  other
    
    
    10,661
    
    
    
    15,440Current portion of notes receivable (including amounts due from related parties of
$2,520 at December 31, 2003 and $3,370 at September 30, 2003)
    
    
    5,199
    
    
    
    8,220Prepaid expenses
    
    
    17,524
    
    
    
    11,424Assets held for sale
    
    
    33,062
    
    
    
    39,417Refundable income taxes
    
    
    1,696
    
    
    
    5,483Total current assets
    
    
    142,121
    
    
    
    145,730Notes receivable, less current portion
    
    
    41,227
    
    
    
    40,879Property, equipment, and leasehold improvements, net
    
    
    386,707
    
    
    
    414,265Contracts and lease rights, net
    
    
    95,144
    
    
    
    102,315Goodwill, net
    
    
    230,312
    
    
    
    230,312Investment in and advances to partnerships and joint ventures
    
    
    13,495
    
    
    
    13,649Other assets
    
    
    46,012
    
    
    
    42,297Total assets
    
    $
    955,018
    
    
    $
    989,447LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and capital lease obligations
    
    $
    3,215
    
    
    $
    3,623Trade accounts payable
    
    
    81,128
    
    
    
    80,128Accrued expenses
    
    
    42,765
    
    
    
    43,661Management accounts payable
    
    
    21,092
    
    
    
    22,392Total current liabilities
    
    
    148,200
    
    
    
    149,804Long-term debt and capital lease obligations, less current portion
    
    
    228,792
    
    
    
    266,961Subordinated convertible debentures
    
    
    78,085
    
    
    
    78,085Deferred rent
    
    
    26,822
    
    
    
    27,569Deferred income taxes
    
    
    3,431
    
    
    
    3,010Other liabilities
    
    
    15,689
    
    
    
    16,303Total liabilities
    
    
    501,019
    
    
    
    541,732Minority interest
    
    
    29,231
    
    
    
    31,189Shareholders equity:Common stock, $0.01 par value; 50,000,000 shares authorized, 36,192,140
and 36,170,274 shares issued and outstanding at December 31, 2003 and
September 30, 2003, respectively
    
    
    362
    
    
    
    362Additional paid-in capital
    
    
    246,979
    
    
    
    246,559Accumulated other comprehensive income, net
    
    
    48
    
    
    
    78Retained earnings
    
    
    178,084
    
    
    
    170,232Other
    
    
    (705
    )
    
    
    (705
    )Total shareholders equity
    
    
    424,768
    
    
    
    416,526Total liabilities and shareholders equity
    
    $
    955,018
    
    
    $
    989,447


See accompanying notes to consolidated financial statements.

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CENTRAL PARKING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED

Amounts in thousands, except per share dataThree months ended December 31,2003
    
    2002Revenues:Parking
    
    $
    151,837
    
    
    $
    149,358Management contracts
    
    
    33,070
    
    
    
    30,423184,907
    
    
    
    179,781Reimbursement of management contract expenses
    
    
    112,723
    
    
    
    101,981Total revenues
    
    
    297,630
    
    
    
    281,762Costs and expenses:Cost of parking
    
    
    133,178
    
    
    
    132,990Cost of management contracts
    
    
    14,375
    
    
    
    14,610General and administrative
    
    
    18,830
    
    
    
    20,657Non-compete amortization
    
    
    11
    
    
    
    93166,394
    
    
    
    168,350Reimbursed management contract expenses
    
    
    112,723
    
    
    
    101,981Total costs and expenses
    
    
    279,117
    
    
    
    270,331Property-related gains, net
    
    
    1,243
    
    
    
    122Operating earnings
    
    
    19,756
    
    
    
    11,553Other income (expenses):Interest income
    
    
    1,248
    
    
    
    1,200Interest expense
    
    
    (4,269
    )
    
    
    (2,954
    )Interest expense  subordinated convertible debentures
    
    
    (1,045
    )
    
    
    (1,045
    )Equity in partnership and joint venture earnings
    
    
    547
    
    
    
    669Earnings from continuing operations before minority interest and income taxes
    
    
    16,237
    
    
    
    9,423Minority interest, net of tax
    
    
    (1,013
    )
    
    
    (1,286
    )Earnings from continuing operations before income taxes
    
    
    15,224
    
    
    
    8,137Income tax expense
    
    
    (5,605
    )
    
    
    (2,962
    )Earnings from continuing operations
    
    
    9,619
    
    
    
    5,175(Loss) earnings from discontinued operations, net of tax
    
    
    (1,224
    )
    
    
    1,691Net earnings
    
    $
    8,395
    
    
    $
    6,866Basic (loss) earnings per share:Earnings from continuing operations
    
    $
    0.27
    
    
    $
    0.14(Loss) earnings from discontinued operations, net of tax
    
    
    (0.03
    )
    
    
    0.05Net earnings
    
    $
    0.23
    
    
    $
    0.19Diluted (loss) earnings per share:Earnings from continuing operations
    
    $
    0.27
    
    
    $
    0.14(Loss) earnings from discontinued operations, net of tax
    
    
    (0.03
    )
    
    
    0.05Net earnings
    
    $
    0.23
    (a)
    
    $
    0.19Weighted average shares used for basic per share data
    
    
    36,159
    
    
    
    35,969Effect of dilutive common stock options
    
    
    46
    
    
    
    314Weighted average shares used for dilutive per share data
    
    
    36,205
    
    
    
    36,283


(a) Figures are not additive due to
rounding

See accompanying notes to consolidated financial statements.

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CENTRAL PARKING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED

Amounts in thousandsThree months ended December 31,2003
    
    2002Cash flows from operating activities:Net earnings
    
    $
    8,395
    
    
    $
    6,866Loss (earnings) from discontinued operations
    
    
    1,224
    
    
    
    (1,691
    )Earnings from continuing operations
    
    
    9,619
    
    
    
    5,175Adjustments to reconcile earnings from continuing operations to net cash provided
by operating activities:Depreciation and amortization of property
    
    
    8,841
    
    
    
    8,123Equity in partnership and joint venture earnings
    
    
    (547
    )
    
    
    (669
    )Distributions from partnerships and joint ventures
    
    
    338
    
    
    
    274Property-related gains, net
    
    
    (1,243
    )
    
    
    (122
    )Deferred income tax expense (benefit)
    
    
    9
    
    
    
    (1,476
    )Minority interest, net of tax
    
    
    1,013
    
    
    
    1,286Changes in operating assets and liabilities, excluding effects of acquisitions:Management accounts receivable
    
    
    (1,634
    )
    
    
    (5,989
    )Accounts receivable  other
    
    
    4,779
    
    
    
    2,219Prepaid expenses
    
    
    (6,100
    )
    
    
    (5,920
    )Other assets
    
    
    (5,877
    )
    
    
    2,525Trade accounts payable, accrued expenses and other liabilities
    
    
    (4,569
    )
    
    
    (1,892
    )Management accounts payable
    
    
    (1,300
    )
    
    
    (1,428
    )Deferred rent
    
    
    (747
    )
    
    
    177Refundable income taxes
    
    
    3,787
    
    
    
    Income taxes payable
    
    
    
    
    
    
    1,910Net cash provided by operating activities  continuing operations
    
    
    6,369
    
    
    
    4,193Net cash provided (used) by operating activities  discontinued operations
    
    
    205
    
    
    
    (511
    )Net cash provided by operating activities
    
    
    6,574
    
    
    
    3,682Cash flows from investing activities:Proceeds from disposition of property and equipment
    
    
    43,695
    
    
    
    9,217Purchases of property, equipment and leasehold improvements
    
    
    (4,334
    )
    
    
    (23,118
    )Purchases of contract and lease rights
    
    
    
    
    
    
    (7,414
    )Other investing activities
    
    
    2,926
    
    
    
    8,922Net cash provided (used) by investing activities
    
    
    42,287
    
    
    
    (12,393
    )Cash flows from financing activities:Dividends paid
    
    
    (543
    )
    
    
    (538
    )Net (repayments) borrowings under revolving credit agreement
    
    
    (28,563
    )
    
    
    7,000Proceeds from issuance of notes payable, net of issuance costs
    
    
    2,025
    
    
    
    9,970Principal repayments on long-term debt and capital lease obligations
    
    
    (12,039
    )
    
    
    (13,214
    )Payment to minority interest partners
    
    
    (2,842
    )
    
    
    (3,080
    )Proceeds from issuance of common stock and exercise of stock options
    
    
    420
    
    
    
    254Net cash (used) provided by financing activities
    
    
    (41,542
    )
    
    
    392Foreign currency translation
    
    
    (720
    )
    
    
    (214
    )Net increase (decrease) in cash and cash equivalents
    
    
    6,599
    
    
    
    (8,533
    )Cash and cash equivalents at beginning of period
    
    
    31,572
    
    
    
    33,498Cash and cash equivalents at end of period
    
    $
    38,171
    
    
    $
    24,965Non-cash transactions:Unrealized gain on fair value of derivatives, net of tax
    
    $
    537
    
    
    $
    201Cash payments for:Interest
    
    $
    4,758
    
    
    $
    2,651Income taxes
    
    $
    1,046
    
    
    $
    3,654


See accompanying notes to consolidated financial statements.

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CENTRAL PARKING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED

(1) Basis of Presentation
a.     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, the unaudited consolidated financial statements reflect
all adjustments considered necessary for a fair presentation, consisting only
of normal and recurring adjustments. All significant inter-company
transactions have been eliminated in consolidation. Operating results for the
three months ended December 31, 2003 are not necessarily indicative of the
results that may be expected for the fiscal year ending September 30, 2004.
For further information, refer to the consolidated financial statements and
footnotes thereto for the year ended September 30, 2003 (included in the
Companys Annual Report on Form 10-K). Certain prior period amounts have been
reclassified to conform to the current year presentation.

b.     In December 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure, an amendment of FASB
Statement No. 123. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based
Compensation,to provide alternative methods of transition for a voluntary
change to the fair value method of accounting for stock-based employee
compensation. In addition, this Statement amended the disclosure requirements
of SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements. Certain of the disclosure modifications are included
below.

The Company applies the intrinsic-value-based method of accounting
prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees,and related interpretations including FASB
Interpretation No. 44, Accounting for Certain Transactions involving Stock
Compensation, an interpretation of APB Opinion No. 25,to account for its
fixed-plan stock options. Under this method, compensation expense is recorded
on the date of grant only if the current market price of the underlying stock
exceeded the exercise price. SFAS No. 123, established accounting and
disclosure requirements using a fair-value-based method of accounting for
stock-based employee compensation plans. As allowed by SFAS No. 123 and SFAS
No. 148, the Company has elected to continue to apply the intrinsic-value-based
method of accounting described above, and has adopted only the disclosure
requirements of these statements. The following table illustrates the effect on
net income if the fair-value-based method had been applied to all outstanding
and unvested awards in each period.

Three Months endedDecember 31,2003
    
    2002Net earnings, as reported
    
    $
    8,395
    
    
    $
    6,866Add stock-based employee compensation expense
included in reported net income, net of tax
    
    
    
    
    
    
    Deduct total stock-based employee compensation
expense determined under fair-value-based
method for all awards, net of tax
    
    
    (933
    )
    
    
    (1,501
    )Pro forma net earnings
    
    $
    7,462
    
    
    $
    5,365Earnings per share:Basic-as reported
    
    $
    0.23
    
    
    $
    0.19Basic-pro forma
    
    $
    0.21
    
    
    $
    0.15Diluted-as reported
    
    $
    0.23
    
    
    $
    0.19Diluted-pro forma
    
    $
    0.21
    
    
    $
    0.15


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Deductions for stock-based employee compensation expense in the table
above were calculated using the Black-Scholes option pricing model. The
Company utilizes both the single option and multiple option valuation
approaches. Allocations of compensation expense was made using historical
option terms for option grants made to the Companys employees and historical
Central Parking Corporation stock price volatility. The Company applies a 40%
tax rate to arrive at the after tax deduction.

(2) Property, Equipment and Leasehold Improvements

Property acquisition

On October 7, 2002, the Company purchased a parking location in Baltimore,
Maryland for approximately $16 million in cash. Previously, the company had
operated the location under a lease agreement.

Lease rights

In October 2002, the Company executed an agreement with Connex South
Eastern Limited, a private rail company headquartered in the United Kingdom, to
lease 82 parking facilities throughout the United Kingdom. Connex was
responsible for operating certain rail lines for the Strategic Rail Authority,
a United Kingdom government agency. Under the terms of the lease agreement, the
Company paid an upfront payment of $6.4 million for the right to lease these
facilities and agreed to invest approximately $5 million in property
improvements at these locations. The $6.4 million of upfront payments and $5
million in property improvements were to be amortized over the nine-year term
of the lease. Yearly base lease payments under the lease ranged from $7.1
million in year one to $7.4 million in years two through nine, which were
recognized by the Company on a straight-line method during the term of the
lease. Additionally, lease payments could have increased during the final six
years of the lease based upon increases in the aggregate pricing charged to
customers at these locations. During the third quarter of 2003, the Company
was informed that Connex would be removed as the private operator by the
Strategic Rail Authority. Under the lease agreement Connex was required to
reimburse the Company for the unamortized upfront payments. In November 2003,
the Company entered into a management agreement with the Strategic Rail
Authority to operate the same 82 parking facilities covered by the Connex
lease, for a five year term. In accordance with the management agreement, the
Strategic Rail Authority agreed to acquire the Companys property improvements
under the former Connex agreement. In November 2004 Connex made a
settlement payment to the Company for $19.2 million as a part of the
conversion of the United Kingdom rail contract from a leased
arrangement to a management agreement.

(3) 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 if
restricted shares of common stock were to become fully vested.

The subordinated convertible debentures have not been included in the
diluted earnings per share calculation since such securities are anti-dilutive.
Such securities were convertible into 1,419,588 shares of common stock on both
December 31, 2003 and 2002. For the three months ended December 31, 2003 and
2002, options to purchase 3,755,143 and 519,647 shares, respectively are
excluded from the calculation of diluted common shares since they are
anti-dilutive.

(4) Property-Related Gains, Net

The Company routinely disposes of or impairs owned properties, leasehold
improvements, contract rights, lease rights and other long-term deferred
expenses due to various factors, including economic considerations, unsolicited
offers from third parties, loss of contracts and condemnation proceedings
initiated by local government authorities. Leased and managed properties are
also periodically evaluated and determinations may be made to sell or exit a
lease obligation. The Company adopted SFAS No. 144, Accounting for the
Impairment or Disposal of Long Lived Assets, effective October 1, 2002. In
accordance with SFAS No. 144, gains and losses on the sale or condemnation of
property, equipment, leasehold improvements, contract rights and lease rights
are included as a component of discontinued operations as are gains and losses
on the termination, prior to the end of the contractual term, of lease or
management obligations. Impairments associated with parking facilities that
meet the assets held-for-sale criteria as defined in SFAS No. 144 are also
included as a component of discontinued operations. Impairment charges for
property, equipment, leasehold improvements, contract and lease rights for
locations that are not being discontinued are included as a component of
property-related gains or losses. A summary of property-related gains and
losses for the three months ended December 31, 2003 and December 31, 2002 is as
follows (in thousands):

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Three months ended December 31,2003
    
    2002Net gains on partial sale of property held for use
    
    $
    2,018
    
    
    $
    222Impairment charges for property, equipment and
leasehold improvements held for use
    
    
    (756
    )
    
    
    (100
    )Impairment charges for contract rights, lease
rights and other intangible assets
    
    
    (19
    )
    
    
    Property-related gains, net
    
    $
    1,243
    
    
    $
    122


(5) Goodwill and Intangible Assets

As of December 31, 2003, the Company had the following amortizable
intangible assets (in thousands):

GrossCarrying
    
    AccumulatedAmount
    
    Amortization
    
    NetContract and lease rights
    
    $
    145,039
    
    
    $
    (49,895
    )
    
    $
    95,144Noncompete agreements
    
    
    2,575
    
    
    
    (2,360
    )
    
    
    215Total
    
    $
    147,614
    
    
    $
    (52,255
    )
    
    $
    95,359


Amortization expense related to the contract and lease rights was $2.4
million for the three months ended December 31, 2003, and $2.7 million for the
three months ended December 31, 2002.

(6) Long-Term Debt

On February 28, 2003, the Company entered into a credit facility (the
Credit Facility) initially providing for an aggregate availability of up to
$350 million consisting of a five-year $175 million revolving loan, including a
sub-limit of $60 million for standby letters of credit, and a $175 million
seven-year term loan. The facility is secured by the stock of certain
subsidiaries of the Company, certain real estate assets, and domestic personal
property assets of the Company and certain subsidiaries.

The Credit Facility bears interest at LIBOR plus a tier-based margin
dependent upon certain financial ratios. There are separate tiers for the
revolving loan and term loan. The weighted average margin as of December 31,
2003 was 336 basis points. The amount outstanding under the Companys Credit
Facility was $197.4 million with a weighted average interest rate of 5.17% as
of December 31, 2003. The term loan is required to be repaid in quarterly
payments of $437,500 through March 2008 and quarterly payments of $20.8 million
from June 2008 through March 2010. The aggregate availability under the Credit
Facility was $92.3 million at December 31, 2003, which is net of $45.6 million
of stand-by letters of credit.

The Credit Facility contains covenants including those that require the
Company to maintain certain financial ratios, restrict further indebtedness and
certain acquisition activity and limit the amount of dividends paid. The
primary ratios are a leverage ratio, senior leverage ratio and a fixed charge
coverage ratio. Quarterly compliance is calculated using a four quarter rolling
methodology and is measured against certain targets. The Company was in
compliance with the covenants at December 31, 2003.

(7) Subordinated Convertible Debentures

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 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 $106.5 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

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common stock), subject to adjustment in certain circumstances. The Preferred
Securities prohibit the payment of dividends on Central Parking common stock if
the quarterly distributions on the Preferred Securities are not made for any
reason. 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 Preferred Securities are
owned by a few large investors.

In December 2003, the FASB issued FASB Interpretation No. 46 (revised
December 2003) (FIN 46R), Consolidation of Variable Interest Entities,which
addresses how a business enterprise should evaluate whether it has a
controlling financial interest in an entity through means other than voting
rights and accordingly should consolidate the entity. FIN 46R replaces FASB
Interpretation No. 46, Consolidation of Variable Interest Entities,which was
issued in January 2003. The Company will be required to apply FIN 46R to
variable interests in Variable Interest Entities (VIEs) created after December
31, 2003. For variable interests in VIEs created before January 1, 2004, FIN
46R will be applied for periods ending after March 15, 2004. However, FIN
46Rs transition guidance requires the application of either FIN 46 or FIN 46R
to all Special Purpose Entities (SPEs) in which the Company holds a variable
interest no later than the end of the first reporting period ending after
December 15, 2003.

Under the provisions of both FIN 46 and FIN 46R, the Trust would be
considered an SPE under which the Company holds a variable interest, because
the Trusts activities are generally so restricted and predetermined that the
holders of the Preferred Securities lack the direct or indirect ability to make
decisions about the Trusts activities through voting rights or similar rights.
During the quarter ended December 31, 2003, the Company elected to adopt the
provisions of FIN 46R to account for its variable interest in the Trust.

Since a majority of the Preferred Securities issued by the Trust are owned
by a few investors, the Company is not deemed to be the primary beneficiary
under FIN 46R. Additionally, the Trusts common stock equity held by the
Company would not be considered at risk and therefore, the common stock equity
would not absorb any expected losses of the Trust. Accordingly, under the
provisions of FIN 46R, the Company does not have a significant variable
interest in the Trust. Therefore, the Company deconsolidated the Trust upon
adoption of FIN 46R by removing, on the consolidated balance sheets, the amount
previously recorded as Company-obligated mandatorily redeemable securities of a
subsidiary trust and recorded, as a component of long-term liabilities,
subordinated convertible debentures. Additionally, the amounts previously
reported as dividends on Company-obligated mandatorily redeemable securities of
a subsidiary trust, were renamed as interest expense-subordinated convertible
debentures on the consolidated statements of income. As permitted by FIN 46R,
the Company elected to restate the prior period amounts to conform to the
current year presentation.

(8) Derivative Financial Instruments

The Company uses variable rate debt to finance its operations. These debt
obligations expose the Company to variability in interest payments due to
changes in interest rates. If interest rates increase, interest expense
increases. Conversely, if interest rates decrease, interest expense also
decreases. Management believes it is prudent to limit the variability of its
interest payments.

To meet this objective, the Company enters into various types of
derivative instruments to manage fluctuations in cash flows resulting from
interest rate risk. These instruments include interest rate swaps and caps.
Under the interest rate swaps, the Company receives variable interest rate
payments and makes fixed interest rate payments, thereby creating fixed-rate
debt. The purchased interest rate cap agreements also protect the Company from
increases in interest rates that would result in increased cash interest
payments made under its Credit Facility. Under the interest rate cap
agreements, the Company has the right to receive cash if interest rates
increase above a specified level.

The Company does not enter into derivative instruments for any purpose
other than cash flow hedging purposes. That is, the Company does not speculate
using derivative instruments. The Company assesses interest rate cash flow
risk by continually identifying and monitoring changes in interest rate
exposures that may adversely impact expected future cash flows and by
evaluating hedging opportunities. The Company maintains risk management
control systems to monitor interest rate cash flow risk attributable to both
the Companys outstanding or forecasted debt obligations as well as the
Companys offsetting hedge positions. The risk management control systems
involve the use of analytical techniques, including cash flow sensitivity
analysis, to estimate the expected impact of changes in interest rates on the
Companys future cash flows.

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At December 31, 2003, the Companys derivative financial instruments
consisted of three interest rate cap agreements with a combined notional amount
of $75 million and three interest rate swaps with a combined notional amount of
$100.4 million. The derivative financial instruments are reported at their
fair values and are included as other assets or other liabilities, on the face
of the consolidated balance sheets. The following table lists the fair value of
each type of derivative financial instrument (amounts in thousands):

December 31, 2003
    
    September 30, 2003Derivative instrument assets:Interest rate caps
    
    $
    
    
    
    $
    Interest rate swaps
    
    
    532
    
    
    
    $
    532
    
    
    $
    Derivative instrument liabilities:Interest rate swaps
    
    $
    
    
    
    $
    776


The underlying terms of three of the interest rate swaps, including the
notional amount, interest rate index, duration, and reset dates, are identical
to those of the associated debt instruments and therefore the hedging
relationship results in no ineffectiveness. Accordingly, such derivative
instruments are classified as cash flow hedges. As such, any changes in the
fair market value of these derivative instruments are included in accumulated
other comprehensive income (AOCI) on the face of the consolidated balance
sheets. The Company had a $25.0 million swap that matured on October 29, 2003.
This swap hedged a credit facility that was paid in full in February 2003.
Under the terms of that agreement, the Company continued to pay the fixed
interest through maturity. Because this swap was no longer associated with any
existing debt, it was considered ineffective. Therefore any change in fair
value subsequent to February 2003, has been reflected in the consolidated
statements of income. The three interest rate cap agreements, which mature on
March 19, 2004, also hedged the credit facility paid in full in February 2003.
Because the cap agreements are no longer associated with any existing debt,
they are also considered ineffective. Therefore any change in fair value
subsequent to February 2003, has been reflected in the consolidated statements
of income.

(9) Discontinued Operations

The Company adopted the provisions of SFAS No. 144 on October 1, 2002. In
addition to providing enhanced guidance on identifying and measuring
impairments of long-lived assets, SFAS No. 144 requires that the operating
results of disposed or held-for-sale parking facilities be reflected as
discontinued operations. SFAS No. 144 also requires that gains, losses and
impairments resulting from the disposal or designation of a parking facility as
held-for-sale be reflected as discontinued operations. For the three months
ended December 31, 2003, the Company designated as discontinued operations
certain held-for-sale or disposed of 62 locations, with revenues of $0.6
million and pretax loss of $2.0 million, resulting in a loss from discontinued
operations of $1.2 million, net of $1.4 million in property
related losses and impairments. The
facts and circumstances leading to discontinued operations classification and
the expected disposals include expected property sales, condemnations, or early
lease and management agreement terminations. Included in the three months
ended December 31, 2003 is the year-to-date results of operations for all
locations discontinued during the first quarter as well as the locations
designated as held-for-sale during fiscal year 2003 but not yet sold. The
Companys prior period results were reclassified to reflect the operations of
these locations discontinued in the first quarter of fiscal 2004 and for the
fiscal year 2003 as discontinued operations net of related income taxes.

(10) Recently Adopted Accounting Pronouncements

The Company adopted FIN 46 beginning July 1, 2003. Effective October 1,
2003, the Company adopted FIN 46R. Under FIN 46 and FIN 46R, the Company has
17 variable interest entities with which it holds a variable interest, but is
not the primary beneficiary:

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Commencement of
    
    
    
    
    
    
    
    
    
    Number ofEntity
    
    Operations
    
    Nature of Activities
    
    % Ownership
    
    Location
    
    Parking SpacesCentral Parking System
  of Mexico, SA De CV
    
    Aug-94
    
    Leases and manages parking lots
    
    
    50.00
    %
    
    Mexico
    
    
    64,062Other investments
  in 16 VIEs
    
    Oct 80-July 99
    
    Ownership, management, and leases parking lots
    
    
    3.32%-50
    %
    
    Mexico and Various states
    
    
    11,608


The Company is evaluating the impact of applying FIN 46R to the existing
VIEs in which it has variable interests and has not yet completed this
analysis. At this time, it is not expected that FIN 46R will have any effect
on the Companys consolidated balance sheet except for the impact to the Trust
as previously discussed.

(11) Recently Issued Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity.
SFAS No. 150 requires issuers to classify as liabilities (or assets in some
circumstance) three classes of freestanding financial instruments that embody
obligations for the issuer. Generally, SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003. The Company adopted
the provisions of SFAS No. 150 on July 1, 2003. The Company has not entered
into any financial instruments within the scope of SFAS No. 150 after May 31,
2003.

(12) Commitments and Contingencies

In June and July 2003, four stockholders filed separate lawsuits against
the Company, its former CEO, its former CFO and its current CEO in the U. S.
District Court for the Middle District of Tennessee. The plaintiff in each
case seeks to represent a plaintiff class that includes those, except for
Company insiders and immediate families, who purchased the Companys common
stock from November 4, 2002 through February 13, 2003. The plaintiff in each
case claims that the defendants, between November 4, 2002 and February 13,
2003, made material misrepresentations and/or omissions in connection with the
Companys financial statements for the quarter and the fiscal year ended
September 30, 2002 and about the Companys internal controls in violation of
the Securities Exchange Act of 1934, which allegedly caused the plaintiffs to
buy Company stock at inflated prices. The cases have been consolidated by the
Court. By order dated December 10, 2003, the Court has consolidated the cases
now identified as In re: Central Parking Corporation Securities
Litigation, civil action No. 03-CV-0546, appointed two individuals as
co-lead plaintiffs and approved their selection of counsel. The Company has
not yet been required to file answers to the complaints. The litigation is in
its preliminary stages and the amount of potential loss, if any, cannot
reasonably be estimated.

The Company was a defendant in a lawsuit filed in July 2002 in Chancery
Court in Davidson County, Tennessee, by Wardrop Parking Holdings, LLC relating
to the Companys management of McKendree Parking Center in Nashville. The suit
was settled in early January.

The Company, Pepsi Cola Company and several related Pepsi companies and
individuals are co-defendants in a lawsuit filed in the 270th Judicial District
Court in Harris County, Texas, by an individual, David Loftus, and three
companies affiliated with Mr. Loftus known as PepsiPark USA, Inc. The
plaintiffs in the suit allege, among other things, that the Company and Pepsi
conspired to misappropriate a concept developed by the plaintiffs for selling
Pepsi products and other vending machine products to parking lot customers.
Plaintiffs allege substantial damages relating to the concept based on several
causes of action, including breach of contract, misrepresentation, breach of
fiduciary duties, fraud, conversion and unfair competition. The suit, which
was initially filed on June 24, 2002, was amended on April 24, 2003, to add
allegations against the Company for underpayment of percentage rent with
respect to three parking lots leased to the Company by Mr. Loftus and related
companies. The plaintiffs allege, among other things, breach of contract and
fraud with respect to these parking lots, and are currently seeking damages for
allegedly unpaid percentage rent of $1.3 million plus interest and attorneys
fees and expenses. The plaintiffs also are seeking unspecified exemplary
damages. On May 9, 2003, the suit was again amended to add an allegation that
the Company refused to implement the plaintiffs concept for selling vending
machine products to parking lot customers to avoid liability for past
underreporting of revenues. Trial in the case is scheduled for June 2004. The
Company is vigorously defending the case.

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The Company is subject to various legal proceedings and claims, which
arise in the ordinary course of its business. In the opinion of management, the
ultimate liability with respect to those proceedings and claims will not have a
material adverse effect on the financial position, operations, or liquidity of
the Company. The Company maintains liability insurance coverage for individual
claims in excess of various dollar amounts, subject to annual aggregate limits.
The primary amount of such coverage is $1 million per occurrence and $2
million in the aggregate per facility. In addition, the Company purchases
umbrella/excess liability coverage. The Companys various liability insurance
policies have deductibles of up to $250,000 that must be met before the
insurance companies are required to reimburse the Company for costs and
liabilities relating to covered claims. As a result, the Company is, in
effect, self-insured for all claims up to the deductible levels.

(13) Comprehensive Income

Comprehensive income for the three months ended December 31, 2003 and
2002, was as follows (in thousands):

Three months endedDecember 31,2003
    
    2002Net earnings
    
    $
    8,395
    
    
    $
    6,866Change in fair value of derivatives, net of tax
    
    
    690
    
    
    
    201Foreign currency cumulative translation adjustment
    
    
    (720
    )
    
    
    (214
    )Comprehensive income
    
    $
    8,365
    
    
    $
    6,853


(14) 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 and operating earnings (loss) of each segment for the
three months ended December 31, 2003 and 2002, as well as identifiable assets
for each segment as of December 31, 2003 and 2002. During fiscal year 2004,
the Company realigned certain locations among segments. All prior year segment
data has been reclassified to conform to the new segment alignment.

Three months endedDecember 31,2003
    
    2002Revenues:(1)Segment One
    
    $
    19,674
    
    
    $
    18,913Segment Two
    
    
    79,377
    
    
    
    72,986Segment Three
    
    
    4,394
    
    
    
    3,850Segment Four
    
    
    10,032
    
    
    
    9,812Segment Five
    
    
    3,212
    
    
    
    3,423Segment Six
    
    
    25,713
    
    
    
    24,281Segment Seven
    
    
    17,546
    
    
    
    19,761Segment Eight
    
    
    21,802
    
    
    
    22,630Other
    
    
    3,157
    
    
    
    4,125Total revenues
    
    $
    184,907
    
    
    $
    179,781




---

|(1) |  | Revenues exclude reimbursement of management contract expenses. Such
amounts were $112.7 million and $102.0 million for the three months ended
December 31, 2003 and 2002, respectively.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating earnings (loss):Segment One
    
    $
    868
    
    
    $
    358Segment Two
    
    
    7,529
    
    
    
    7,288Segment Three
    
    
    935
    
    
    
    336Segment Four
    
    
    1,941
    
    
    
    1,126Segment Five
    
    
    (103
    )
    
    
    725Segment Six
    
    
    2,859
    
    
    
    2,232Segment Seven
    
    
    772
    
    
    
    1,347Segment Eight
    
    
    3,686
    
    
    
    2,706Other
    
    
    1,269
    
    
    
    (4,565
    )Total operating earnings
    
    $
    19,756
    
    
    $
    11,553


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December 31,
    
    September 30,2003
    
    2003Identifiable assets:Segment One
    
    $
    12,777
    
    
    $
    16,056Segment Two
    
    
    326,806
    
    
    
    330,420Segment Three
    
    
    13,593
    
    
    
    12,953Segment Four
    
    
    52,118
    
    
    
    41,664Segment Five
    
    
    3,048
    
    
    
    3,273Segment Six
    
    
    23,623
    
    
    
    24,471Segment Seven
    
    
    36,746
    
    
    
    36,618Segment Eight
    
    
    34,046
    
    
    
    37,111Other
    
    
    452,261
    
    
    
    486,881Total assets
    
    $
    955,018
    
    
    $
    989,447


Segment One encompasses the western region of the United States and Vancouver,
BC.

Segment Two encompasses the northeastern United States, including New York
City, New Jersey, Boston and Philadelphia.

Segment Three encompasses the USA Parking acquisition.

Segment Four encompasses Europe, Puerto Rico, Central and South America.

Segment Five encompasses Nashville, TN and the Lexis acquisition.

Segment Six encompasses Nebraska, Oklahoma, Missouri, and the Midwestern region
of the United States. It also includes Canada, excluding Vancouver.

Segment Seven encompasses the Mid-Atlantic region of the United States to
include Virginia, Washington DC and Baltimore. It also includes Pennsylvania
and western New York.

Segment Eight encompasses Florida, Alabama, parts of Tennessee and the
southeastern region of the United States to include the Gulf Coast region and
Texas.

Other encompasses the home office, eliminations, certain owned real estate,
certain partnerships and discontinued operations.




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 annual report on Form 10-K for the year
ended September 30, 2003. 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, results of
operations and impact of new accounting pronouncements. Such statements
include, but are not limited to, statements preceded by, followed by or that
otherwise include the words believes, expects, anticipates, intends,
estimates, projects, objectives, strategy, outlook, assumptions,
guidance, forecasts, goal, intends, pursue, will likely result,
will continue 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 document, and the documents which are incorporated herein by reference,
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:



|- |  | the Companys ability to achieve the goals described in this report
and other reports filed with the Securities and Exchange Commission,
including but not limited to, the Companys ability to
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Overview

The Company is a leading provider of parking and related services.
Central Parking operates parking facilities in 39 states, the District of
Columbia, Canada, Puerto Rico, Mexico, Chile, Columbia, Peru, Venezuela, the
United Kingdom, the Republic of Ireland, Spain, Germany, Poland, Greece and
Switzerland. The Company also provides ancillary products and services,
including parking consulting, shuttle, valet, on-street and parking meter
enforcement, and billing and collection services. As of December 31, 2003,
Central Parking operated 1,695 parking facilities through management contracts,
leased 1,757 parking facilities, and owned 202 parking facilities, either
independently or in joint ventures with third parties.

Central Parking operates parking facilities under three general types of
arrangements: management contracts, leases and fee ownership. Parking revenues
consist of revenues from leased and owned facilities. Cost of parking relates
to both leased and owned facilities. Cost of parking relates to both leased
and owned facilities and includes rent, payroll and related benefits,
depreciation (if applicable), maintenance, insurance, and general operating
expenses. Management contract revenues consist of management fees (both fixed
and performance based) and fees for ancillary services such as

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insurance, accounting, equipment leasing, and consulting. The cost of
management contracts includes insurance premiums, claims and other direct
overhead.

The Company believes that most commercial real estate developers and
property owners view services such as parking as potential profit centers
rather than cost centers. Many of these parties outsource parking operations
to parking management companies in an effort to maximize profits or leverage
the original rental value to a third-party lender. Parking management
companies can increase profits by using managerial skills and experience,
operating systems, and operating controls unique to the parking industry.

The Companys strategy is to increase the number of profitable parking
facilities it operates by focusing its marketing efforts on adding facilities
at the local level, targeting real estate managers and developers with a
national presence, pursuing strategic acquisitions of other parking service
operators on a selective basis, and expanding its international operations.

The Company continues to view privatization of certain governmental
operations and facilities as an opportunity for the parking industry. For
example, privatization of on-street parking fee collection and enforcement in
the United Kingdom has provided significant opportunities for private parking
companies. In the United States, several cities have awarded on-street parking
fee collection and enforcement and parking meter service contracts to
for-profit parking companies such as Central Parking.

Critical Accounting Policies

Managements Discussion and Analysis of Financial Condition and Results of
Operations discusses the Companys consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. Accounting estimates are an integral part of
the preparation of the financial statements and the financial reporting process
and are based upon current judgments. The preparation of financial statements
in conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reported period. Certain accounting
estimates are particularly sensitive because of their complexity and the
possibility that future events affecting them may differ materially from the
Companys current judgments and estimates.

This listing of critical accounting policies is not intended to be a
comprehensive list of all of the Companys accounting policies. In many cases,
the accounting treatment of a particular transaction is specifically dictated
by accounting principles generally accepted in the United States of America,
with no need for managements judgment regarding accounting policy. The Company
believes that of its significant accounting policies, as discussed in Note 1 of
the consolidated financial statements included in the Companys Annual Report
on Form 10-K for the year ended September 30, 2003, the following involve a
higher degree of judgment and complexity:

Impairment of Long-Lived Assets and Goodwill

As of December 31, 2003, the Companys long-lived assets were comprised
primarily of $386.7 million of property, equipment and leasehold improvements,
$95.1 million of contract rights and $15.9 million of deferred expenses. In
accounting for the Companys long-lived assets, other than goodwill and other
intangible assets, the Company applies the provisions of Statement of Financial
Accounting Standards (SFAS) No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. The Company accounts for goodwill and other
intangible assets under the provisions of SFAS No. 142, Goodwill and Other
Intangible Assets. As of December 31, 2003, the Company had $230.3 million of
goodwill.

The determination and measurement of an impairment loss under these
accounting standards require the continuous use of significant judgment and
estimates. The determination of fair value of these assets includes cash flow
projections that assume certain future revenue and cost levels, assumed
discount rates based upon current market conditions and other valuation
factors, all of which involve the use of significant judgment and estimation.
The Company recorded impairment losses of approximately $1.2 million ($0.8
million in continuing operations and $0.4 million in discontinued operations)
in property related losses during the three months ended December 31, 2003 as a
result of underperforming locations, upon termination or disposal and premature
closures. Future events may indicate differences from managements judgments
and estimates, which could, in turn, result in increased impairment charges in
the future. Future events that may result in increased impairment charges
include increases in

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interest rates, which would impact discount rates, unfavorable economic
conditions or other factors, which could decrease revenues and profitability of
existing locations, and changes in the cost structure of existing facilities.

Contract and Lease Rights

As of December 31, 2003, the Company had $95.1 million of contract and
lease rights. The Company capitalizes payments made to third parties, which
provide the Company the right to manage or lease facilities. Lease rights and
management contract rights, which are purchased individually, are amortized on
a straight-line basis over the terms of the related agreements, which range
from 5 to 30 years. Management contract rights acquired through acquisition of
an entity are amortized as a group over the estimated term of the contracts,
including anticipated renewals and terminations based on the Companys
historical experience (typically 15 years). If the renewal rate of contracts
within an acquired group is less than initially estimated, accelerated
amortization or impairment may be necessary.

Allowance for Doubtful Accounts

As
of December 31, 2003, the Company had $50 million of gross trade
receivables, including management accounts receivable and accounts receivable 
other. Additionally, the Company had a recorded allowance for doubtful
accounts of $4.0 million. The Company reports management accounts receivable,
net of an allowance for doubtful accounts, to represent its estimate of the
amount that ultimately will be realized in cash. The Company reviews the
adequacy of its allowance for doubtful accounts on an ongoing basis, using
historical collection trends, analyses of receivable portfolios by region and
by source, aging of receivables, as well as review of specific accounts, and
makes adjustments in the allowance as necessary. Changes in economic
conditions, specifically in the Northeast United States, could have an impact
on the collection of existing receivable balances or future allowance
considerations.

Insurance

The Company purchases comprehensive liability insurance covering certain
claims that occur at parking facilities it owns, leases or manages. The primary
amount of such coverage is $1 million per occurrence and $2 million in the
aggregate per facility. In addition, the Company purchases umbrella/excess
liability coverage. The Companys various liability insurance policies have
deductibles of up to $250,000 that must be met before the insurance companies
are required to reimburse the Company for costs incurred relating to covered
claims. As a result, the Company is, in effect, self-insured for all claims up
to the deductible levels. The Company applies the provisions of SFAS No. 5,
Accounting for Contingencies, in determining the timing and amount of expense
recognition associated with claims against the Company. The expense
recognition is based upon managements determination of an unfavorable outcome
of a claim being deemed as probable and reasonably estimated, as defined in
SFAS No. 5. This determination requires the use of judgment in both the
estimation of probability and the amount to be recognized as an expense.
Management utilizes historical experience with similar claims along with input
from legal counsel in determining the likelihood and extent of an unfavorable
outcome for certain general litigation. Future events may indicate differences
from these judgments and estimates and result in increased expense recognition
in the future.

Income Taxes

The Company uses the asset and liability method of SFAS No. 109,
Accounting for Income Taxes, to account for income taxes. Under this method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The Company has certain
net operating loss carry forwards which expire between 2004 and 2018. The
ability of the Company to fully utilize these net operating losses to offset
taxable income is limited due to changes in ownership of the companies which
generated these losses. These limitations have been considered in the
determination of the Companys deferred tax asset valuation allowance. The
valuation allowance provides for net operating loss carry forwards for which
recoverability is deemed to be uncertain. The carrying value of the Companys
net deferred tax assets assumes that the Company will be able to generate
sufficient future taxable income in certain tax jurisdictions, based on
estimates and assumptions. If these estimates and related assumptions change in
the future, the Company will be required to adjust its deferred tax valuation
allowances.

Recent Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity.
SFAS No. 150 requires issuers to classify as liabilities (or assets in some
circumstance) three classes of freestanding financial instruments that embody
obligations for the issuer.

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Generally, SFAS No. 150 is effective for financial instruments entered
into or modified after May 31, 2003. The Company adopted the provisions of
SFAS No. 150 on July 1, 2003. The Company has not entered into any financial
instruments within the scope of SFAS No. 150 after May 31, 2003.

Results of Operations

Three Months Ended December 31, 2003 Compared to Three Months Ended December 31, 2002

Parking revenues in the first quarter of fiscal year 2004 increased to
$151.8 million from $149.4 million in the first quarter of fiscal year 2003, an
increase of $2.4 million, or 1.6%. $3.6 million of the increase resulted from
a 2.9% increase in same-store revenues. This was offset by a decrease of $1.2
million due to locations closed. Same-store revenues were particularly strong
in the New York market as the same-store percentage increased 7.1% over last
years first quarter.

Management contract revenues for the first quarter of fiscal 2004
increased to $33.1 million from $30.4 million in the first quarter of fiscal
year 2003, an improvement of $2.6 million or 8.7%. The increase
was geographically spread throughout the Company.

Cost of parking in the first quarter of 2004 increased to $133.2 million
from $133.0 million in the first quarter of 2003, an increase of $0.2 million
or 0.2%. During the first quarter of fiscal 2004, the Company had a $1.8
million decline in rent expense due to fewer operating locations and
renegotiated lease agreements and a $2.1 million decrease in payroll due in
large part to reduced overtime. Offsetting these expense reductions was an
increase of $1.0 million in property taxes primarily in New York city and an
increase in equipment expense of $0.6 million due to increases in parking lift
capacity. Other items offsetting the expense reductions in cost of parking
were higher insurance costs and start up costs related to new business brought
on since last year. Rent expense as a percentage of parking revenues decreased
to 39.0% during the quarter ended December 31, 2003, from 41.7% in the quarter
ended December 31, 2002. Payroll and benefit expenses were 18.0% of parking
revenues during the first quarter of fiscal 2004 as compared to 19.8% in the
comparable prior year period. Cost of parking as a percentage of parking
revenues decreased to 87.7% in the first quarter of fiscal 2004 from 89.0% in
the first quarter of fiscal 2003.

Cost of management contracts in the first quarter of fiscal 2004 decreased
to $14.4 million from $14.6 million in the comparable period in 2003, a
decrease of $0.2 million or 1.4%. The decrease was primarily caused by a
decrease of $0.6 million in bad debt expense partially offset by an increase of
$0.2 million in liability insurance expense and an increase of $0.2 million in
equipment lease expense. Cost of management contracts as a percentage of
management contract revenue decreased to 43.5% for the first fiscal quarter of
2004 from 48.0% for the same period in 2003.

General and administrative expenses decreased to $18.8 million for the
first quarter of fiscal 2004 from $20.7 million in the first quarter of fiscal
2003, a decrease of $1.9 million or 9.2%. This decrease is due to a decrease in
legal and professional expenses of $0.5 million and a decrease of $0.6 million
in payroll. Miscellaneous other expenses of $0.8 million comprise the remainder
of the decrease for the first quarter of fiscal 2004. General and
administrative expenses as a percentage of total revenues (excluding
reimbursement of management contract expenses) decreased to 10.2% for the first
quarter of fiscal 2004 compared to 11.5% for the first quarter of fiscal 2003.
Much of the decline in year-over-year general and administrative expenses is
due to cost-cutting measures implemented in the latter half of 2003.
Improvements were targeted in the areas of payroll and professional services.

Net property-related gains for the three months ended December 31, 2003
was $1.2 million. The $1.2 million gain was comprised of a gain on sale of
property of $2.0 million partially offset by $0.8 million of impairments of
contract rights, leasehold improvements and deferred expenses related to
locations which management plans to continue to operate. Based on current
operating results, the Companys recent forecast for the next fiscal year,
required capital improvements, and certain lease term uncertainties management
determined that the projected cash flows for these locations would not be
enough to recover the remaining value of the assets. The Companys
property-related losses for the three months ended December 31, 2002, were
comprised primarily of the impairment of contract rights and leasehold
improvements related to one location in New York City due to additional
contractually obligated capital improvements and changes in traffic flow
patterns resulting in a reduction of revenues at that site.

The Company adopted the provisions of SFAS No. 144 on October 1, 2002. In
addition to providing enhanced guidance on identifying and measuring
impairments of long-lived assets, SFAS No. 144 requires that the operating

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results from certain disposals of a parking facility be reflected as
discontinued operations. SFAS No. 144 also requires that gains, losses and
impairments resulting from the designation of a parking facility as
held-for-sale be reflected as discontinued operations. For the three months
ended December 31, 2003, the Company either disposed of or designated as
held-for-sale or disposal 62 locations, resulting in a loss from discontinued
operations of $1.2 million, net of tax. The Companys prior period results
were reclassified to reflect the operations of these locations discontinued in
the first quarter of fiscal 2004 and for the fiscal year 2003 as discontinued
operations net of related income taxes.

Interest expense and interest on subordinated convertible debentures
increased to $5.3 million for the first quarter of fiscal 2004 from $4.0
million in the first quarter of fiscal 2003, an increase of $1.3 million or
32.5%. The increase was attributed to an increase in interest rates on the
Companys Credit Facility ($0.8 million) due to the refinance in February 2003,
an increase in letter of credit costs ($0.3 million), and an increase in other
costs ($0.2 million).

The weighted average balance outstanding for the Companys debt
obligations and subordinated convertible debentures was $346.4 million during
the quarter ended December 31, 2003, at a weighted average interest rate of
5.5% compared to a weighted average balance outstanding of $354.8 million at a
weighted average rate of 4.1% during the quarter ended December 31, 2002.
Amortization of deferred finance costs was included in the calculation of the
weighted average interest rate.

The Company recorded an income tax expense on earnings from continuing
operations of $5.6 million for the first quarter of fiscal 2004 as compared to
income tax expense of $3.0 million in the first quarter of fiscal 2003, a
change of $2.6 million. The effective tax rate on earnings from continuing
operations before income taxes for the first quarter of fiscal 2004 was 36.8%
compared to 36.4% for the first quarter of fiscal 2003. The change in the
effective tax rate is due to the change in relationship of the amount of
certain permanent items to the pretax income in 2003.

Liquidity and Capital Resources

Operating activities for the three months ended December 31, 2003 provided
net cash of $6.6 million, compared to $3.7 million of cash provided by
operating activities for the three months ended December 31, 2002. Net earnings
from continuing operations of $9.6 million, depreciation and amortization of
$8.8 million, deferred income taxes of $1.0 million, and property related
gains of $1.2 million, offset by net increases in operating assets and net
decreases in operating liabilities totaling $11.8 million and $0.2 million in
discontinued operations, account for the majority of the cash provided by
operating activities during the first three months of fiscal 2004.

Investing activities for the three months ended December 31, 2003 provided
net cash of $42.3 million, compared to $12.4 million of net cash used in
investing activities for the same period in the prior year. Purchases of
property, equipment and leasehold improvements of $4.3 million offset by
proceeds from disposition of property and equipment of $43.7 million and other
investing activities of $2.9 million, accounted for the majority of the cash
provided by investing activities in the first three months of fiscal 2004. The
$43.7 million of proceeds from disposition consists primarily of $24.5 million
received from the sale of three properties and $19.2 million received from
Connex as part of the conversion of the United Kingdom rail contract from a
leased arrangement to a management agreement. The proceeds received from
Connex represent reimbursement of up-front monies, capital expenditures,
value-added taxes and other accrued liabilities. Purchases of property,
equipment, and leasehold improvements of $23.1 million and contract rights and
lease rights of $7.4 million, offset by proceeds of $9.2 million from the
disposition of property and equipment, and other investing activities of $8.9
million accounted for the majority of cash used by investing activities during
the first three months of fiscal 2003.

Financing activities for the three months ended December 31, 2003 used net
cash of $41.5 million, compared to $0.4 million provided in the same period in
the prior year. Principal repayments on revolving credit of $28.6 million,
principal repayments on notes payable and capital lease obligations of $12.0
million, and payment to minority interest partners of $2.8 million offset by
proceeds from issuance of notes payable of $2.0 million comprised a majority of
the cash used by financing activities for the three months ended December 31,
2003. Principal repayments on long-term debt of $13.2 million and payment to
minority interest partners of $3.1 million, offset by net borrowings under the
revolving credit agreement of $7.0 million and proceeds from issuance of notes
payable of $10.0 million, comprised a majority of the cash provided by
financing activities during the three months ended December 31, 2002.

On February 28, 2003, the Company entered into a credit facility (the
Credit Facility) initially providing for an aggregate availability of up to
$350 million consisting of a five-year $175 million revolving loan, including a

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sub-limit of $60 million for standby letters of credit, and a $175 million
seven-year term loan. The facility is secured by the stock of certain
subsidiaries of the Company, certain real estate assets, and domestic personal
property assets of the Company and certain subsidiaries.

The Credit Facility bears interest at LIBOR plus a tier-based margin
dependent upon certain financial ratios. There are separate tiers for the
revolving loan and term loan. The weighted average margin as of December 31,
2003 was 336 basis points. The amount outstanding under the Companys Credit
Facility was $197.4 million with a weighted average interest rate of 5.17% as
of December 31, 2003. The term loan is required to be repaid in quarterly
payments of $437,500 through March 2008 and quarterly payments of $20.8 million
from June 2008 through March 2010. The aggregate availability under the Credit
Facility was $92.3 million at December 31, 2003, which is net of $45.6 million
of stand-by letters of credit.

The Credit Facility contains covenants including those that require the
Company to maintain certain financial ratios, restrict further indebtedness and
certain acquisition activity and limit the amount of dividends paid. The
primary ratios are a leverage ratio, senior leverage ratio and a fixed charge
coverage ratio. Quarterly compliance is calculated using a four quarter rolling
methodology and measured against certain targets. The Company was in
compliance with the covenants at December 31, 2003.

If Central Parking identifies investment opportunities requiring cash in
excess of Central Parkings cash flows and the Credit Facility, Central Parking
may seek additional sources of capital, including seeking to further amend the
existing credit facility to obtain additional indebtedness.

Future Cash Commitments

The Company routinely makes capital expenditures to maintain or enhance
parking facilities under its control. The Company expects capital expenditures
for fiscal 2004 to be approximately $17 to $20 million, of which the Company
has spent $4.3 million during the first three months of fiscal 2004

The following tables summarize the Companys total contracted obligations
and commercial commitments as of December 31, 2003 (amounts in thousands)

Payments due by periodLess than
    
    1-2
    
    3-4
    
    After 5Total
    
    1 Year
    
    Years
    
    Years
    
    YearsLong-term debt and capital lease
obligations
    
    $
    232,007
    
    
    $
    3,215
    
    
    $
    10,402
    
    
    $
    72,123
    
    
    $
    146,267Subordinated convertible debentures
    
    
    78,085
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,085Operating leases
    
    
    1,372,463
    
    
    
    169,767
    
    
    
    366,189
    
    
    
    245,478
    
    
    
    591,029Total contractual cash obligations
    
    $
    1,682,555
    
    
    $
    172,982
    
    
    $
    376,591
    
    
    $
    317,601
    
    
    $
    815,381


Amount of commitment expiration per periodLess than
    
    1-3
    
    4-5
    
    After 5Total
    
    1 Year
    
    Years
    
    Years
    
    YearsUnused lines of credit
    
    $
    77,863
    
    
    $
    
    
    
    $
    
    
    
    $
    77,863
    
    
    $
    Stand-by letters of credit
    
    
    14,389
    
    
    
    
    
    
    
    
    
    
    
    14,389
    
    
    
    Guarantees
    
    
    1,000
    
    
    
    
    
    
    
    1,000
    
    
    
    
    
    
    
    Other commercial commitments
    
    
    2,640
    
    
    
    2,640
    
    
    
    
    
    
    
    
    
    
    
    Total commercial commitments
    
    $
    95,892
    
    
    $
    2,640
    
    
    $
    1,000
    
    
    $
    92,252
    
    
    $
    


Other commercial commitments include guaranteed minimum payments to
minority partners of certain partnerships.




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, 2003, the
Company had $197.4 million of variable rate debt outstanding under the Credit
Facility

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priced at LIBOR plus a weighted average margin of 336 basis points. Of
this amount, $167.0 million of the Credit Facility is payable in quarterly
installments of $437,500 through March 2008 and quarterly payments of $20.8
million from June 2008 through March 2010 and $30.4 million in revolving credit
loans are due in February 2008. The Company anticipates paying the scheduled
quarterly payments from operating cash flows.

The Company is required under the Credit Facility to enter into and
maintain interest rate protection agreements designed to limit the Companys
exposure to increases in interest rates. On May 30, 2003, the Company entered
into two interest rate swap transactions for a total of $87.5 million. Both
transactions swapped the Companys floating LIBOR interest rates for fixed
interest rate of 2.45% until June 30, 2007. Both of these derivative
instruments have terms consistent with the terms of the Credit Facility and
qualify as cash flow hedges.

The weighted average interest rate on the Companys Credit Facility at
December 31, 2003 was 5.17%. An increase (decrease) in LIBOR of 1% would
result in an increase (decrease) of annual interest expense of $2.0 million
based on the Companys outstanding Credit Facility balance of $197.4 million at
December 31, 2003.

In March 2000, a limited liability company, of which the Company is the
sole shareholder, purchased a parking structure for $19.6 million and financed
$13.3 million of the purchase price with a five-year note bearing interest at
one-month floating LIBOR plus 162.5 basis points. The Company entered into a
five-year LIBOR swap for this interest rate, yielding an effective interest
cost of 8.91% for the five-year period. The notional amount of the swap is
reduced in conjunction with the principal payments on the related variable rate
debt. The terms of this derivative instrument are consistent with the terms of
the note and this derivative instrument qualifies as a cash flow hedge.

Market Risk

At December 31, 2003, the Companys three interest rate cap agreements
with a combined notional amount of $75 million are being accounted for as
speculative derivative financial instruments with changes in fair values being
reflected as a component of other income (expense). Subsequent changes in the
fair value of the speculative derivative financial instruments will continue to
impact the Companys financial statements for the duration of the agreements.
The interest rate cap agreements terminate March 19, 2004.

Foreign Currency Risk

The Companys exposure to foreign exchange risk is minimal. As of
December 31, 2003, the Company has approximately GBP 2.4 million (USD $4.3
million) of cash and cash equivalents denominated in British pounds, EUR 2.9
million (USD $3.7 million) denominated in euros, CAD 1.4 million (USD $1.1
million) denominated in Canadian dollars, and USD $1.0 million denominated in
various other foreign currencies. The Company also has EUR 1.0 million (USD
$1.1 million) of notes payable denominated in euros at December 31, 2003. These
notes bear interest at a floating rate of 5.15% as of December 31, 2003, and
require monthly principal and interest payments through 2012. The Company does
not hold any hedging instruments related to foreign currency transactions. The
Company monitors foreign currency positions and may enter into certain hedging
instruments in the future should it determine that exposure to foreign exchange
risk has increased. Based on the Companys overall currency rate exposure as
of December 31, 2003, management does not believe a near-term change in
currency rates, based on historical currency movements, would materially affect
the Companys financial statements.




Item 4. Controls and Procedures



---

|(a) |  | Evaluation of disclosure controls and procedures: Under the supervision
and with participation of the Companys management, including the
Companys Chief Executive Officer and Chief Accounting Officer, the
Company conducted an evaluation of its disclosure controls and procedures,
as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated
under the Securities Exchange Act of 1934, as amended. Based on this
evaluation, the Chief Executive Officer and Chief Accounting Officer
concluded that the Companys disclosure controls and procedures as of
December 31, 2003 are effective in timely alerting them to material
information required to be included in the Companys periodic reports and
that such information is (i) accumulated and communicated to the Companys
management in a timely manner, and (ii) recorded, processed, summarized
and reported within the time periods specified in the SECs rules and
forms, except for the process of identifying and recording trade accounts
payable. With respect to this issue, the Company has established a
process to capture and record vendor invoices on a more timely basis and
to estimate the liabilities for vendor invoices not yet received. The
Company believes that procedures performed by the
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|    |  | Company subsequent to quarter-end provide us with an adequate basis to
conclude the accuracy of this account.                                                                                                                                                                                                                                                                                                                                            
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | Changes in internal control over financial reporting: There has been no
change (including corrective actions with regard to significant
deficiencies or material weaknesses) in the Companys internal control
over financial reporting that has occurred during the Companys fiscal
quarter ended December 31, 2003 that has materially affected, or is
reasonably likely to materially affect the Companys internal control over
financial reporting.




PART II. OTHER INFORMATION




Item 1. Legal Proceedings

In June and July 2003, four stockholders filed separate lawsuits against
the Company, its former CEO, its former CFO and its current CEO in the U. S.
District Court for the Middle District of Tennessee. The plaintiff in each
case seeks to represent a plaintiff class that includes those, except for
Company insiders and immediate families, who purchased the Companys common
stock from November 4, 2002 through February 13, 2003. The plaintiff in each
case claims that the defendants, between November 4, 2002 and February 13,
2003, made material misrepresentations and/or omissions in connection with the
Companys financial statements for the quarter and the fiscal year ended
September 30, 2002 and about the Companys internal controls in violation of
the Securities Exchange Act of 1934, which allegedly caused the plaintiffs to
buy Company stock at inflated prices. The cases have been consolidated by the
Court. By order dated December 10, 2003, the Court has consolidated the cases
now identified as In re: Central Parking Corporation Securities
Litigation, civil action No. 03-CV-0546, appointed two individuals as
co-lead plaintiffs and approved their selection of counsel. The Company has
not yet been required to file answers to the complaints. The litigation is in
its preliminary stages and the amount of potential loss, if any, cannot
reasonably be estimated.

The Company was a defendant in a lawsuit filed in July 2002 in Chancery
Court in Davidson County, Tennessee, by Wardrop Parking Holdings, LLC relating
to the Companys management of McKendree Parking Center in Nashville. The suit
was settled in early January.

The Company, Pepsi Cola Company and several related Pepsi companies and
individuals are co-defendants in a lawsuit filed in the 270th Judicial District
Court in Harris County, Texas, by an individual, David Loftus, and three
companies affiliated with Mr. Loftus known as PepsiPark USA, Inc. The
plaintiffs in the suit allege, among other things, that the Company and Pepsi
conspired to misappropriate a concept developed by the plaintiffs for selling
Pepsi products and other vending machine products to parking lot customers.
Plaintiffs allege substantial damages relating to the concept based on several
causes of action, including breach of contract, misrepresentation, breach of
fiduciary duties, fraud, conversion and unfair competition. The suit, which
was initially filed on June 24, 2002, was amended on April 24, 2003, to add
allegations against the Company for underpayment of percentage rent with
respect to three parking lots leased to the Company by Mr. Loftus and related
companies. The plaintiffs allege, among other things, breach of contract and
fraud with respect to these parking lots, and are currently seeking damages for
allegedly unpaid percentage rent of $1.3 million plus interest and attorneys
fees and expenses. The plaintiffs also are seeking unspecified exemplary
damages. On May 9, 2003, the suit was again amended to add an allegation that
the Company refused to implement the plaintiffs concept for selling vending
machine products to parking lot customers to avoid liability for past
underreporting of revenues. Trial in the case is scheduled for June 2004. The
Company is vigorously defending the case.

The Company is subject to various legal proceedings and claims, which
arise in the ordinary course of its business. In the opinion of management, the
ultimate liability with respect to those proceedings and claims will not have a
material adverse effect on the financial position, operations, or liquidity of
the Company. The Company maintains liability insurance coverage for individual
claims in excess of various dollar amounts, subject to annual aggregate limits.
The primary amount of such coverage is $1 million per occurrence and $2
million in the aggregate per facility. In addition, the Company purchases
umbrella/excess liability coverage. The Companys various liability insurance
policies have deductibles of up to $250,000 that must be met before the
insurance companies are required to reimburse the Company for costs and
liabilities relating to covered claims. As a result, the Company is, in
effect, self-insured for all claims up to the deductible levels.

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

2.1
    
    
    
    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).2.2
    
    
    
    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).2.3
    
    
    
    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).2.4
    
    
    
    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).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).4.2
    
    (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).4.2
    
    (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).4.2
    
    (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).


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4.3
    
    
    
    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).4.4
    
    
    
    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).4.5
    
    
    
    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).4.6
    
    
    
    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).31.1
    
    
    
    Certification of Monroe J. Carell, Jr. pursuant to Rule 13a-14(a)31.2
    
    
    
    Certification of Mark Shapiro pursuant to Rule 13a-14(a)32.1
    
    
    
    Certification of Monroe J. Carell, Jr. pursuant to Section 135032.2
    
    
    
    Certification of Mark Shapiro pursuant to Section 1350


(b) Reports on Form 8-K

On November 5, 2003 the Company filed a current report on Form 8-K
announcing its operating results for the fourth quarter and the year ended
September 30, 2003

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SIGNATURES

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.

CENTRAL PARKING CORPORATIONDate: February 17, 2004
    
    By:
    
    /s/  MONROE J. CARELL, JR.Monroe J. Carell, Jr.
Chairman and Chief Executive OfficerCENTRAL PARKING CORPORATIONDate: February 17, 2004
    
    By:
    
    /s/  MARK SHAPIROMark Shapiro
Senior Vice President and
Chief Financial Officer


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