##### Table of Contents



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, 2006
 Commission file number 001-13950
 CENTRAL PARKING CORPORATION
  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) 297-4255
  þ o
 Rule 12b-2
 o þ o
 o þ
  Class
    
    Outstanding at February 2, 2007Common Stock, $0.01 par value
    
    32,240,497




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##### 



PAGEPART I
    
    FINANCIAL INFORMATIONItem 1
    
    Financial Statements (Unaudited)Consolidated Balance Sheets as of December 31, 2006 and September 30, 2006
    
    
    3Consolidated Statements of Income
    
    
    4Consolidated Statements of Cash
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3
    
    Quantitative and Qualitative Disclosure about Market Risk
    
    
    19Item 4
    
    Controls and Procedures
    
    
    21PART II
    
    OTHER INFORMATIONItem 1
    
    Legal Proceedings
    
    
    21Item 1A
    
    Risk Factors
    
    
    21Item 6
    
    Exhibits
    
    
    25SIGNATURES
    
    
    27Ex-31.1 Section 302 CertificationEx-31.2 Section 302 CertificationEx-32.1 Section 906 CertificationEx-32.2 Section 906 Certification




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##### Table of Contents



CENTRAL PARKING CORPORATION and SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 UNAUDITED
  December 31,
    
    
    September 30,2006
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    42,848
    
    
    $
    44,689Management accounts receivable, net of allowance for doubtful accounts of $1,279 and $1,618
at December 31, 2006 and September 30, 2006, respectively
    
    
    50,221
    
    
    
    47,747Accounts receivable  other, net of allowance for doubtful accounts of $1,371 and $1,234 at
December 31, 2006 and September 30, 2006, respectively
    
    
    15,567
    
    
    
    13,406Current portion of notes receivable (including amounts due from related parties of $148 at
December 31, 2006 and $165 at September 30, 2006) and net of allowance for doubtful
accounts of $65 and $59 at December 31, 2006 and September 30, 2006, respectively
    
    
    4,240
    
    
    
    3,913Prepaid Expenses
    
    
    14,756
    
    
    
    12,306Assets held for sale
    
    
    420
    
    
    
    6,682Refundable income taxes
    
    
    3,536
    
    
    
    3,817Deferred income taxes
    
    
    10,788
    
    
    
    10,003Total current assets
    
    
    142,376
    
    
    
    142,563Available for sale securities
    
    
    4,933
    
    
    
    4,909Notes receivable, less current portion
    
    
    9,607
    
    
    
    10,569Property, equipment, and leasehold improvements, net
    
    
    300,816
    
    
    
    295,923Contracts and lease rights, net
    
    
    70,011
    
    
    
    71,995Goodwill, net
    
    
    232,056
    
    
    
    232,056Investment in and advances to partnerships and joint ventures
    
    
    3,855
    
    
    
    3,851Other assets
    
    
    25,385
    
    
    
    26,504Total assets
    
    $
    789,039
    
    
    $
    788,370LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and capital lease obligations
    
    $
    2,217
    
    
    $
    2,862Accounts payable
    
    
    85,605
    
    
    
    88,672Accrued payroll and related costs
    
    
    12,324
    
    
    
    16,095Accrued expenses
    
    
    32,949
    
    
    
    33,937Management accounts payable
    
    
    24,041
    
    
    
    26,450Total current liabilities
    
    
    157,136
    
    
    
    168,016Long-term debt and capital lease obligations, less current portion
    
    
    89,505
    
    
    
    87,625Subordinated convertible debentures
    
    
    78,085
    
    
    
    78,085Deferred rent
    
    
    21,369
    
    
    
    21,547Deferred income taxes
    
    
    6,952
    
    
    
    6,184Other liabilities
    
    
    20,077
    
    
    
    20,388Total liabilities
    
    
    373,124
    
    
    
    381,845Minority interest
    
    
    367
    
    
    
    297Shareholders equity:Common stock, $0.01 par value; 50,000,000 shares authorized, 32,196,033
and 32,154,128 shares issued and outstanding at December 31, 2006 and
September 30, 2006, respectively
    
    
    322
    
    
    
    322Additional paid-in capital
    
    
    180,661
    
    
    
    180,091Accumulated other comprehensive income, net
    
    
    3,366
    
    
    
    3,398Retained earnings
    
    
    231,904
    
    
    
    223,122Other
    
    
    (705
    )
    
    
    (705
    )Total shareholders equity
    
    
    415,548
    
    
    
    406,228Total liabilities and shareholders equity
    
    $
    789,039
    
    
    $
    788,370
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CENTRAL PARKING CORPORATION and SUBSIDIARIES
 
 CONSOLIDATED
STATEMENTS OF INCOME
UNAUDITED
  Three months ended December 31,2006
    
    
    2005Revenues:Parking
    
    $
    131,660
    
    
    $
    132,147Management contracts and other
    
    
    29,119
    
    
    
    27,886160,779
    
    
    
    160,033Reimbursement of management contract expenses
    
    
    120,945
    
    
    
    112,445Total revenues
    
    
    281,724
    
    
    
    272,478Costs and expenses:Cost of parking
    
    
    116,645
    
    
    
    120,596Cost of management contracts
    
    
    11,069
    
    
    
    10,804General and administrative
    
    
    17,639
    
    
    
    20,922145,353
    
    
    
    152,322Reimbursed management contract expenses
    
    
    120,945
    
    
    
    112,445Total costs and expenses
    
    
    266,298
    
    
    
    264,767Property-related gains, net
    
    
    402
    
    
    
    22,914Operating earnings
    
    
    15,828
    
    
    
    30,625Other income (expense):Interest income
    
    
    132
    
    
    
    302Interest expense
    
    
    (2,877
    )
    
    
    (3,945
    )Loss on derivative instruments
    
    
    (578
    )
    
    
    (71
    )Equity in partnership and joint venture earnings
    
    
    366
    
    
    
    421Earnings from continuing operations before minority interest and income taxes
    
    
    12,871
    
    
    
    27,332Minority interest
    
    
    (204
    )
    
    
    (355
    )Earnings from continuing operations before income taxes
    
    
    12,667
    
    
    
    26,977Income tax expense
    
    
    (4,230
    )
    
    
    (10,566
    )Earnings from continuing operations
    
    
    8,437
    
    
    
    16,411Discontinued operations, net of tax
    
    
    828
    
    
    
    1,544Net earnings
    
    $
    9,265
    
    
    $
    17,955Basic earnings per share:Earnings from continuing operations
    
    $
    0.26
    
    
    $
    0.50Discontinued operations, net of tax
    
    
    0.03
    
    
    
    0.05Net earnings
    
    $
    0.29
    
    
    $
    0.55Diluted earnings per share:Earnings from continuing operations
    
    $
    0.26
    
    
    $
    0.50Discontinued operations, net of tax
    
    
    0.02
    
    
    
    0.04Net earnings
    
    $
    0.28
    
    
    $
    0.54Weighted average shares used for basic per share data
    
    
    32,141
    
    
    
    32,908Effect of dilutive common stock options
    
    
    382
    
    
    
    62Weighted average shares used for dilutive per share data
    
    
    32,523
    
    
    
    32,970
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CENTRAL PARKING CORPORATION and SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 UNAUDITED
  Three months ended December 31,2006
    
    
    2005(revisedSee
Note 3)Cash flows from operating activities:Net earnings
    
    $
    9,265
    
    
    $
    17,955Earnings from discontinued operations
    
    
    (828
    )
    
    
    (1,544
    )Earnings from continuing operations
    
    
    8,437
    
    
    
    16,411Adjustments to reconcile earnings from continuing operations to net cash provided (used) by
operating activities  continuing
operations:Depreciation and amortization
    
    
    6,929
    
    
    
    7,754Equity in partnership and joint venture earnings
    
    
    (366
    )
    
    
    (421
    )Distributions from partnerships and joint ventures
    
    
    345
    
    
    
    1,111Property-related gains, net
    
    
    (402
    )
    
    
    (22,914
    )Loss on derivative instruments
    
    
    578
    
    
    
    71Stock-based compensation
    
    
    180
    
    
    
    111Excess tax benefit related to stock option exercises
    
    
    (72
    )
    
    
    (44
    )Deferred income taxes
    
    
    (17
    )
    
    
    (1,054
    )Minority interest
    
    
    204
    
    
    
    355Changes in operating assets and liabilities:Management accounts receivable
    
    
    (2,048
    )
    
    
    2,440Accounts receivable  other
    
    
    (2,047
    )
    
    
    (2,496
    )Prepaid expenses
    
    
    (2,392
    )
    
    
    (3,830
    )Other assets
    
    
    (617
    )
    
    
    1,652Accounts payable, accrued expenses and other liabilities
    
    
    (8,557
    )
    
    
    1,874Management accounts payable
    
    
    (2,427
    )
    
    
    (953
    )Deferred rent
    
    
    (178
    )
    
    
    (339
    )Refundable income taxes
    
    
    280
    
    
    
    Income taxes payable
    
    
    37
    
    
    
    (3,042
    )Net cash used by operating activities  continuing operations
    
    
    (2,133
    )
    
    
    (3,314
    )Net cash provided (used) by operating activities  discontinued operations
    
    
    124
    
    
    
    (95
    )Net cash used by operating activities
    
    
    (2,009
    )
    
    
    (3,409
    )Cash flows from investing activities:Proceeds from disposition of property and equipment
    
    
    3,048
    
    
    
    39,070Purchases equipment and leasehold improvements
    
    
    (3,303
    )
    
    
    (3,890
    )Other investing activities
    
    
    662
    
    
    
    46Net cash
provided by investing activities  continuing operations
    
    
    407
    
    
    
    35,226Net cash provided by operating activities  discontinued operations
    
    
    1,680
    
    
    
    1,660Net cash provided by operating activities
    
    
    2,087
    
    
    
    36,886Cash flows from financing activities:Dividends paid
    
    
    (483
    )
    
    
    (479
    )Net borrowings under revolving credit agreement
    
    
    
    
    
    
    49,438Proceeds from issuance of notes payable, net of issuance costs
    
    
    244
    
    
    
    433Principal repayments on long-term debt and capital lease obligations
    
    
    (1,890
    )
    
    
    (360
    )Payment to minority interest partners
    
    
    (381
    )
    
    
    (95
    )Repurchase of common stock
    
    
    
    
    
    
    (75,324
    )Tax benefit related to stock option exercises
    
    
    72
    
    
    
    44Proceeds from issuance of common stock and exercise of stock options
    
    
    390
    
    
    
    504Net cash
used by financing activities  continuing operations
    
    
    (2,048
    )
    
    
    (25,839
    )Net cash used by operating activities  discontinued operations
    
    
    
    
    
    
    Net cash
used by operating activities
    
    
    (2,048
    )
    
    
    (25,839
    )Foreign currency translation
    
    
    129
    
    
    
    (132
    )Net (decrease) increase in cash and cash equivalents
    
    
    (1,841
    )
    
    
    7,506Cash and cash equivalents at beginning of period
    
    
    44,689
    
    
    
    26,055Cash and cash equivalents at end of period
    
    $
    42,848
    
    
    $
    33,561Non-cash transactions:Change in unrealized gain on fair value of derivatives and available-for-sale securities, net of tax
    
    $
    24
    
    
    $
    10Purchases of fixed assets from capital leases
    
    $
    2,112
    
    
    $
    Cash payments for:Interest
    
    $
    2,419
    
    
    $
    2,943Income taxes
    
    $
    4,061
    
    
    $
    15,311
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CENTRAL PARKING CORPORATION and SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 UNAUDITED
 (1) Basis of Presentation
  (2) Stock Based Compensation
    Stock Plans
    Page 6 of 31




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Restricted Stock
   (3) Cash Flow Statement Revisions
  (4) Earnings Per Share
   (5) Assets Held For Sale, Property-Related Gains, Net and Discontinued Operations
 (a)
    
    Assets Held For SaleIn accordance with SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
long-lived assets that are classified as held for sale are presented separately in the asset
section of the balance sheet. Assets classified as held for sale are comprised almost
exclusively of real property and are included in the Segment-Other in the identifiable asset
segment table included in note 12. During the quarter ended December 2006, a location in Dallas
with a net book value of $3.5 million was reclassified from Assets Held for Sale because there
is no current contract outstanding and the Company has no current prospective buyers able to
complete negotiations within the ensuing twelve-month period.(b)
    
    Property-Related Gains (losses), NetThe Company periodically disposes of or recognizes impairment related to 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. A summary of property-related gains and losses for the three
months ended December 31, 2006 and December 31, 2005 is as follows (in thousands):
 Three months endedDecember 31,2006
    
    
    2005Net gains on sale of property
    
    $
    594
    
    
    $
    23,619Impairment charges for property,
equipment and leasehold improvements
    
    
    (89
    )
    
    
    (697
    )Impairment charges for intangible assets
    
    
    (103
    )
    
    
    (8
    )Property-related gains, net
    
    $
    402
    
    
    $
    22,914
 Net property-related gains for the three months ended December 31, 2006 of $0.4 million was
comprised of gains on sale of property of $0.6 million in Segment-Two; offset by $0.2 million of
impairments of leasehold improvements, contract rights and other intangible assets primarily in Segment-Seven. In
assessing impairment, management considered current operating results, the Companys recent
forecast for the next
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fiscal year and required capital improvements, management determined that
the projected cash flows for these locations would not be enough to recover the book value of
the assets. The Companys property-related gain for the three months ended December 31, 2005
was $22.9 million.In accordance with SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets,
the results of operations (including the gain or loss on sale and any recognized asset
impairment) of long-lived assets which qualify as a component of an entity that either have been
disposed of or are classified as held for sale shall be reported in discontinued operations if
(i) the operations and cash flows of the component have been, or will be, eliminated from
operations of the Company as a result of the disposal transaction and (ii) the Company will not
have any significant continuing involvement in the operations of the component after the
disposal transaction. The net property-related gains noted above have been classified in
continuing operations as the individual disposal transactions did not meet the SFAS No. 144 and
EITF 03-13, Applying the Conditions in Paragraph 42 of FASB
Statement No. 144 in Determining Whether to Report Discontinued
Operations, criteria for classification as discontinued operations primarily due to the expected
retention of certain cash flows from assets disposed or the Companys continuing involvement as
arising from contracts to manage the parking properties. If managements assumptions regarding
the timing and amount of such retained cash flows change in the future, the net property gain
(loss) recognized in continuing operations, along with the results of operations related to such
assets, may need to be reclassified to discontinued operations.(c)
    
    The Company has either disposed of, or designated as held-for-sale, certain locations which
meet the
aforementioned criteria for classification as discontinued operations. The components of
discontinued
operations reflected on the accompanying consolidated statements of income are as follows:
 Three months endedDecember 31,2006
    
    
    2005Discontinued Operations:Total Revenues
    
    $
    947
    
    
    $
    13,158Operating earnings before property-
related gains, net
    
    
    145
    
    
    
    627Property-related gains, net
    
    
    699
    
    
    
    1,636Earnings from discontinued operations,
before taxes
    
    
    844
    
    
    
    2,263Income tax expense
    
    
    16
    
    
    
    719Discontinued operations, net of tax
    
    $
    828
    
    
    $
    1,544
  (6) Intangible Assets
  GrossCarrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    NetContract and lease rights
    
    $
    128,919
    
    
    $
    58,908
    
    
    $
    70,011
  (7) Long-Term Debt
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(8) Derivative Financial Instruments
     (9) Commitments and Contingencies
   Page 9 of 31




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(10) Comprehensive Income
  Three months endedDecember 31,2006
    
    
    2005Net earnings
    
    $
    9,265
    
    
    $
    17,955Change in fair value of investment securities, net of tax
    
    
    24
    
    
    
    10Change in foreign currency cumulative translation adjustment
    
    
    (56
    )
    
    
    (868
    )Comprehensive income
    
    $
    9,233
    
    
    $
    17,097
 (11) Stock Repurchase
   (12) Business Segments
   Three months Ended December 31,2006
    
    
    2005Revenues (a):Segment One
    
    $
    16,850
    
    
    $
    15,033Segment Two
    
    
    23,186
    
    
    
    24,540Segment Three
    
    
    25,533
    
    
    
    25,932Segment Four
    
    
    60,056
    
    
    
    61,164Segment Five
    
    
    18,953
    
    
    
    16,517Segment Six
    
    
    4,565
    
    
    
    4,092Segment Seven
    
    
    9,144
    
    
    
    10,629Other
    
    
    2,492
    
    
    
    2,126Total revenues
    
    $
    160,779
    
    
    $
    160,033Operating earnings (loss):Segment One
    
    $
    270
    
    
    $
    1,333Segment Two
    
    
    (379
    )
    
    
    2,459Segment Three
    
    
    1,651
    
    
    
    3,690Segment Four
    
    
    1,432
    
    
    
    3,509Segment Five
    
    
    1,373
    
    
    
    2,169Segment Six
    
    
    204
    
    
    
    883Segment Seven
    
    
    264
    
    
    
    (2,872
    )Other
    
    
    11,013
    
    
    
    19,454Total operating earnings (loss)
    
    $
    15,828
    
    
    $
    30,625
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December 31,
    
    
    September 30,2006
    
    
    2006Identifiable assets:Segment One
    
    $
    18,510
    
    
    $
    20,878Segment Two
    
    
    41,610
    
    
    
    42,533Segment Three
    
    
    76,812
    
    
    
    74,218Segment Four
    
    
    304,339
    
    
    
    305,061Segment Five
    
    
    28,186
    
    
    
    27,566Segment Six
    
    
    13,386
    
    
    
    12,221Segment Seven
    
    
    46,879
    
    
    
    43,129Other
    
    
    259,317
    
    
    
    262,764Total assets
    
    $
    789,039
    
    
    $
    788,370
          
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements May Prove Inaccurate
   -
    
    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
 -
    
    increase cash flow by reducing operating costs, accounts receivable and indebtedness;-
    
    cover the fixed cost of its leased and owned facilities and
maintain adequate liquidity through its cash resources and credit facility;-
    
    integrate future acquisitions, in light of challenges in
retaining key employees, synchronizing business processes and efficiently
integrating facilities, marketing, and operations;-
    
    comply with the terms of its credit facility or obtain waivers of noncompliance;
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-
    
    reduce operating losses at unprofitable locations;-
    
    form and maintain strategic relationships with certain large real estate owners and
operators; and-
    
    renew existing insurance coverage and obtain performance and surety bonds on favorable
terms;
 -
    
    successful implementation of the Companys strategic plan;-
    
    interest rate fluctuations;-
    
    the loss, or renewal on less favorable terms, of existing management contracts and
leases and the failure to add new locations on favorable terms;-
    
    the timing of property-related gains and losses;-
    
    pre-opening, start-up and break-in costs of parking facilities;-
    
    player strikes or other events affecting major league sports;-
    
    changes in economic and business conditions at the local, regional, national or international levels;-
    
    changes in patterns of air travel or automobile usage, including but not limited to
effects of weather on travel and transportation patterns;-
    
    the impact of litigation and claims;-
    
    higher premium and claims costs relating to medical, liability, workers compensation
and other insurance programs;-
    
    compliance with, or changes in, local, state, national and international laws and
regulations, including, without limitation, local regulations, restrictions and taxation on
real property, parking and automobile usage, security measures, environmental, anti-trust
and consumer protection laws;-
    
    changes in current parking rates and pricing of services to clients;-
    
    extraordinary events affecting parking facilities that the Company manages, including
labor strikes, emergency safety measures, military or terrorist attacks and natural
disasters;-
    
    the loss of key employees; and-
    
    the other factors discussed under Item 1A  Risk Factors and in Item 7 -
Managements Discussion and Analysis of Financial Condition and Results of Operations
included in the Companys Annual Report on Form 10-K for the fiscal year ended September
30, 2006.
 Overview
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Critical Accounting Policies
   Impairment of Long-Lived Assets and Goodwill
 Accounting for the
Impairment or Disposal of Long-Lived Assets. Goodwill and Other Intangible Assets
  Contract and Lease Rights
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Allowance for Doubtful Accounts
  Lease Termination Costs
 Accounting for Costs Associated with Exit or Disposal Activities.
 Self-Insurance Liabilities
 Accounting for Contingencies
 Classification as Continuing or Discontinuing Operations
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.
 Income Taxes
 Accounting for Income Taxes
 Recent Accounting Pronouncements
 Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No. 109 Accounting for Income Taxes.
 How Taxes Collected from
Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement
(That Is, Gross versus Net Presentation)
 Fair
Value Measurements
 Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements.
 Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split of
Endorsement Split-Dollar Life Insurance Arrangements,
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Accounting
for Purchases of Life Insurance-Determining the Amount That Could Be Realized in Accordance
with FASB Technical Bulletin No. 85-04 ,
 Accounting for
Planned Major Maintenance Activities,
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans an amendment of
FASB Statements No. 87, 88, 106, and 132R. Employerss Accounting for Pensions, Employers Accounting for Postretiremnet Benefits
Other Than Pension;
 Results of Operations
  Three Months Ended December 31, 2006 Compared to Three Months Ended December 31, 2005
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Liquidity and Capital Resources
        Future Cash Commitments
   Payments due by periodLess than
    
    
    1-3
    
    
    3-5
    
    
    After 5Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsLong-term debt and capital lease
obligations
    
    $
    91,722
    
    
    $
    2,217
    
    
    $
    60,832
    
    
    $
    28,547
    
    
    $
    126Subordinated convertible debentures
    
    
    78,085
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,085Operating leases
    
    
    989,577
    
    
    
    209,594
    
    
    
    279,410
    
    
    
    168,813
    
    
    
    331,760Total contractual cash obligations
    
    $
    1,159,384
    
    
    $
    211,811
    
    
    $
    340,242
    
    
    $
    197,360
    
    
    $
    409,971
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Amount of commitment expiration per periodLess than
    
    1-3
    
    3-5
    
    After 5Total
    
    1 Year
    
    Years
    
    Years
    
    YearsUnused lines of credit
    
    $
    171,391
    
    
    $
    
    
    
    $
    
    
    
    $
    171,391
    
    
    $
    
  Stock Repurchase
   
 Item 3. Quantitative and Qualitative Disclosure about Market Risk
 Interest Rates
     Foreign Currency Exposure
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ITEM 4. Controls and Procedures
 (a) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
  (b) Changes in Internal Control Over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  financial performance is sensitive to changes in economic conditions that may impact
employment and consumer spending and commercial office occupancy.
  Our concentration of operations in the Northeastern and Mid-Atlantic regions of the United
States, particularly in New York City, increases the risk of negative financial fluctuations due to
events or factors that affect these areas.
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Compliance with and any failure to comply with current regulatory requirements will result in
additional expenses and may adversely affect us.
  Changes in the insurance marketplace, including significantly higher premiums, higher
deductibles and coverage restrictions and increased claims costs, have negatively impacted our net
income in recent years and could have a material adverse effect on our results of operations and
financial condition in the future.
  Acts of terrorism, such as the September 11, 2001 attacks, can have a significant adverse
affect on our results of operations and financial condition.
  The offer or sale of a substantial amount of our common stock by significant shareholders
could have an adverse impact on the market price of our common stock.
  We are dependent on the continued availability of capital to support our business.
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We are subject to interest rate risk.
  Our large number of leased and owned facilities increases the risk that we may become
unprofitable and that we may not be able to cover the fixed costs of our leased and owned
facilities.
   An increase in government regulation or taxation could have a negative effect on our
profitability.
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The sureties for our performance bond program may increase rates and require additional
collateral to issue or renew performance bonds in support of certain contracts.
   Our net income could be adversely affected if accruals for future insurance losses are not
adequate.
  The operation of our business is dependent on key personnel.
  We have foreign operations that may be adversely affected by foreign currency exchange rate
fluctuations.
  In connection with ownership or operation of parking facilities, we may be liable for
environmental problems.
  If we cannot maintain positive relationships with labor unions representing our employees, a
work stoppage may adversely affect our business.
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Item
 
 Item 6. 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).
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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)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).10.1
    
    
    
    Waiver Agreement dated October 12, 2005 among Central Parking Corporation et. al. and
Bank Of America N. A. et. al. (Incorporated by reference to Exhibit 10.28 to the
Companys Form 10-K for the year ended September 30, 2005)10.2
    
    
    
    Emanuel J. Eads Employment Agreement dated August 2, 2005. (Incorporated
by reference to Exhibit 10.2 to the Companys Report on Form 10-Q for period
ended December 31, 2005)31.1
    
    
    
    Certification of Emanuel Eads pursuant to Rule 13a-14(a).31.2
    
    
    
    Certification of Jeff Heavrin pursuant to Rule 13a-14(a).32.1
    
    
    
    Certification of Emanuel Eads pursuant to Section 1350.32.2
    
    
    
    Certification of Jeff Heavrin pursuant to Section 1350
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CENTRAL PARKING CORPORATIONDate: February 9, 2007
    By:
    /s/  EMANUEL EADSEmanuel EadsChief Executive Officer CENTRAL PARKING CORPORATIONDate: February 9, 2007
    By:
    /s/  JEFF HEAVRINJeff HeavrinSenior Vice President and Chief
Financial Officer Page 27 of 31