##### 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, 2005
 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) 297-4255Former name, address and fiscal
year, if changed since last report: Not Applicable
 þ o
 o þ o
 o þ
  Class
    
    Outstanding at February 8,
2006Common Stock, $0.01 par value
    
    31,944,807




---



##### 



PAGEPART I
    
    FINANCIAL INFORMATIONItem 1
    
    Financial Statements (Unaudited)Consolidated Balance Sheets as of December 31, 2005 and September 30, 2005
    
    
    3Consolidated Statements of Income Notes to Consolidated Financial Statements
    
    
    4Consolidated Statements of Cash Notes to Consolidated Financial Statements
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3
    
    Quantitative and Qualitative Disclosure about Market Risk
    
    
    19Item 4
    
    Controls and Procedures
    
    
    20PART II
    
    OTHER INFORMATIONItem 1
    
    Legal Proceedings
    
    
    22Item 2
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 6
    
    Exhibits
    
    
    23SIGNATURES
    
    
    
    
    25EX-10.2 EMANUEL J. EADS EMPLOYMENT AGREEMENTEX-31.1  SECTION 302 CERTIFICATION OF THE CEOEX-31.2  SECTION 302 CERTIFICATION OF THE CFOEX-32.1  SECTION 906 CERTIFICATION OF THE CEOEX-32.2  SECTION 906 CERTIFICATION OF THE CFO




---



##### Table of Contents



CENTRAL PARKING CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 UNAUDITED
  December 31,
    
    
    September 30,2005
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    33,561
    
    
    $
    26,055Management accounts receivable, net of allowance for doubtful accounts of $7,933 and $10,268
at December 31, 2005 and September 30, 2005, respectively
    
    
    49,031
    
    
    
    51,931Accounts receivable  other
    
    
    17,948
    
    
    
    15,537Current portion of notes receivable (including amounts due from related parties of
$902 at December 31, 2005 and $937 at September 30, 2005)
    
    
    5,855
    
    
    
    5,818Prepaid expenses
    
    
    12,369
    
    
    
    8,630Assets held for sale
    
    
    37,803
    
    
    
    49,048Available for sale securities
    
    
    4,617
    
    
    
    4,606Deferred income taxes
    
    
    21,817
    
    
    
    19,949Total current assets
    
    
    183,001
    
    
    
    181,574Notes receivable, less current portion
    
    
    9,936
    
    
    
    10,480Property, equipment, and leasehold improvements, net
    
    
    319,608
    
    
    
    327,391Contracts and lease rights, net
    
    
    78,584
    
    
    
    80,064Goodwill, net
    
    
    232,443
    
    
    
    232,443Investment in and advances to partnerships and joint ventures
    
    
    4,209
    
    
    
    4,443Other assets
    
    
    28,936
    
    
    
    31,419Total assets
    
    $
    856,717
    
    
    $
    867,814LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and capital lease obligations
    
    $
    2,172
    
    
    $
    1,764Trade accounts payable
    
    
    88,219
    
    
    
    83,604Accrued expenses
    
    
    49,787
    
    
    
    52,809Management accounts payable
    
    
    24,482
    
    
    
    25,532Income taxes payable
    
    
    9,330
    
    
    
    12,389Total current liabilities
    
    
    173,990
    
    
    
    176,098Long-term debt and capital lease obligations, less current portion
    
    
    146,863
    
    
    
    98,212Subordinated convertible debentures
    
    
    78,085
    
    
    
    78,085Deferred rent
    
    
    21,774
    
    
    
    22,113Deferred income taxes
    
    
    20,380
    
    
    
    19,565Other liabilities
    
    
    21,219
    
    
    
    21,152Total liabilities
    
    
    462,311
    
    
    
    415,225Minority interest
    
    
    436
    
    
    
    528Shareholders equity:Common stock, $0.01 par value; 50,000,000 shares authorized, 31,940,156
and 36,759,155 shares issued and outstanding at December 31, 2005 and
September 30, 2005, respectively
    
    
    320
    
    
    
    368Additional paid-in capital
    
    
    177,123
    
    
    
    251,784Accumulated other comprehensive income, net
    
    
    2,574
    
    
    
    3,432Retained earnings
    
    
    214,658
    
    
    
    197,182Other
    
    
    (705
    )
    
    
    (705
    )Total shareholders equity
    
    
    393,970
    
    
    
    452,061Total liabilities and shareholders equity
    
    $
    856,717
    
    
    $
    867,814
  Page 3 of 25




---



##### Table of Contents



CENTRAL PARKING CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 UNAUDITED
  Three months ended December 31,2005
    
    
    2004Revenues:Parking
    
    $
    135,108
    
    
    $
    140,300Management contracts
    
    
    28,855
    
    
    
    30,641163,963
    
    
    
    170,941Reimbursement of management contract expenses
    
    
    115,496
    
    
    
    112,682Total revenues
    
    
    279,459
    
    
    
    283,623Costs and expenses:Cost of parking
    
    
    123,722
    
    
    
    125,495Cost of management contracts
    
    
    10,890
    
    
    
    15,262General and administrative
    
    
    20,878
    
    
    
    18,900155,490
    
    
    
    159,657Reimbursed management contract expenses
    
    
    115,496
    
    
    
    112,682Total costs and expenses
    
    
    270,986
    
    
    
    272,339Property-related gains, net
    
    
    23,043
    
    
    
    1,881Operating earnings
    
    
    31,516
    
    
    
    13,165Other income (expense):Interest income
    
    
    302
    
    
    
    1,206Interest expense
    
    
    (3,957
    )
    
    
    (4,958
    )(Loss) gain on derivative instruments
    
    
    (71
    )
    
    
    555Equity in partnership and joint venture earnings
    
    
    421
    
    
    
    302Earnings from continuing operations before minority interest and income taxes
    
    
    28,211
    
    
    
    10,270Minority interest, net of tax
    
    
    (355
    )
    
    
    (303
    )Earnings from continuing operations before income taxes
    
    
    27,856
    
    
    
    9,967Income tax expense
    
    
    (10,893
    )
    
    
    (3,331
    )Earnings from continuing operations
    
    
    16,963
    
    
    
    6,636Gain (loss) from discontinued operations, net of tax
    
    
    992
    
    
    
    (3,765
    )Net earnings
    
    $
    17,955
    
    
    $
    2,871Basic earnings (loss) per share:Earnings from continuing operations
    
    $
    0.52
    
    
    $
    0.18Gain (loss) from discontinued operations, net of tax
    
    
    0.03
    
    
    
    (0.10
    )Net earnings
    
    $
    0.55
    
    
    $
    0.08Diluted earnings (loss) per share:Earnings from continuing operations
    
    $
    0.51
    
    
    $
    0.18Gain (loss) from discontinued operations, net of tax
    
    
    0.03
    
    
    
    (0.10
    )Net earnings
    
    $
    0.54
    
    
    $
    0.08Weighted average shares used for basic per share data
    
    
    32,908
    
    
    
    36,564Effect of dilutive common stock options
    
    
    62
    
    
    
    85Weighted average shares used for dilutive per share data
    
    
    32,970
    
    
    
    36,649
  Page 4 of 25




---



##### Table of Contents



CENTRAL PARKING CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 UNAUDITED
  Three months endedDecember 31,2005
    
    
    2004Cash flows from operating activities:Net earnings
    
    $
    17,955
    
    
    $
    2,871(Gain) loss from discontinued operations
    
    
    (992
    )
    
    
    3,765Earnings from continuing operations
    
    
    16,963
    
    
    
    6,636Adjustments to reconcile earnings from continuing operations to net cash used by operating activities:Depreciation and amortization
    
    
    7,754
    
    
    
    7,286Equity in partnership and joint venture earnings
    
    
    (421
    )
    
    
    (302
    )Distributions from partnerships and joint ventures
    
    
    1,111
    
    
    
    827Property-related gains, net
    
    
    (23,043
    )
    
    
    (1,881
    )Loss (gain) on derivative instruments
    
    
    71
    
    
    
    (555
    )Deferred income tax expense
    
    
    (1,054
    )
    
    
    (130
    )Minority interest, net of tax
    
    
    355
    
    
    
    303Changes in operating assets and liabilities:Management accounts receivable
    
    
    2,440
    
    
    
    (18,616
    )Accounts
receivable  other
    
    
    (2,496
    )
    
    
    (2,424
    )Prepaid expenses
    
    
    (3,830
    )
    
    
    (2,470
    )Other assets
    
    
    1,652
    
    
    
    (3,319
    )Trade accounts payable, accrued expenses and other liabilities
    
    
    1,874
    
    
    
    (2,149
    )Management accounts payable
    
    
    (953
    )
    
    
    12,976Deferred rent
    
    
    (339
    )
    
    
    (730
    )Refundable income taxes
    
    
    
    
    
    
    1,442Income taxes payable
    
    
    (3,042
    )
    
    
    281Net cash
used by operating activities  continuing operations
    
    
    (2,958
    )
    
    
    (2,825
    )Net cash
used by operating activities  discontinued operations
    
    
    (518
    )
    
    
    (105
    )Net cash used by operating activities
    
    
    (3,476
    )
    
    
    (2,930
    )Cash flows from investing activities:Proceeds from disposition of property and equipment
    
    
    40,730
    
    
    
    6,177Purchases of property, equipment and leasehold improvements
    
    
    (3,890
    )
    
    
    (2,186
    )Purchase of lease rights
    
    
    
    
    
    
    (3,679
    )Other investing activities
    
    
    46
    
    
    
    (1,098
    )Net cash provided (used) by investing activities
    
    
    36,886
    
    
    
    (786
    )Cash flows from financing activities:Dividends paid
    
    
    (479
    )
    
    
    (549
    )Net borrowings under revolving credit agreement
    
    
    49,438
    
    
    
    2,500Proceeds from issuance of notes payable, net of issuance costs
    
    
    433
    
    
    
    5,481Principal repayments on long-term debt and capital lease obligations
    
    
    (360
    )
    
    
    (438
    )Payment to minority interest partners
    
    
    (95
    )
    
    
    Repurchase of common stock
    
    
    (75,324
    )
    
    
    Proceeds from issuance of common stock and exercise of stock options
    
    
    615
    
    
    
    250Net cash (used) provided by financing activities
    
    
    (25,772
    )
    
    
    7,244Foreign currency translation
    
    
    (132
    )
    
    
    (121
    )Net increase in cash and cash equivalents
    
    
    7,506
    
    
    
    3,407Cash and cash equivalents at beginning of period
    
    
    26,055
    
    
    
    27,628Cash and cash equivalents at end of period
    
    $
    33,561
    
    
    $
    31,035Non-cash transactions:Unrealized gain on fair value of investment securities, net of tax
    
    $
    10
    
    
    $
    26Cash payments for:Interest
    
    $
    2,943
    
    
    $
    3,661Income taxes
    
    $
    15,311
    
    
    $
    757
  Page 5 of 25




---



##### Table of Contents



CENTRAL PARKING CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 UNAUDITED
 (1) Basis of Presentation
 a.
 b. Accounting for Stock Issued to
Employees, Accounting for Certain Transactions involving Stock Compensation, an
interpretation of APB Opinion No. 25, Accounting for Stock Based Compensation Accounting
for Stock-Based Compensation-Transition and Disclosure, and amendment of FASB Statement No. 123
 Three MonthsendedDecember 31,2004Net earnings, as reported
    
    $
    2,871Add 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
    
    
    (1,173
    )Pro forma net earnings
    
    $
    1,698Earnings per share:Basicas reported
    
    $
    0.08Basicpro forma
    
    $
    0.05Dilutedas reported
    
    $
    0.08Dilutedpro forma
    
    $
    0.05
   Page 6 of 25




---



##### Table of Contents



Number
    
    
    Weighted Averageof Shares
    
    
    Exercise PriceOutstanding at September 30, 2005
    
    
    4,153,206
    (a)
    
    $
    17.98Granted
    
    
    
    
    
    
    n/aExercised
    
    
    (40,675
    )
    
    $
    11.56Canceled
    
    
    (39,926
    )
    
    $
    16.01Outstanding at December 31, 2005
    
    
    4,072,605
    
    
    $
    18.06Exercisable at December 31, 2005
    
    
    3,815,105
    
    
    $
    18.42
 
  (2) Earnings Per Share
   (3) Property-Related Gains, Net
  Page 7 of 25




---



##### Table of Contents



Three months endedDecember 31,2005
    
    
    2004Net gains on sale of property
    
    $
    23,841
    
    
    $
    1,943Impairment charges for
property, equipment and
leasehold improvements
    
    
    (789
    )
    
    
    (62
    )Impairment charges for
contract rights, lease
rights and other intangible
assets
    
    
    (9
    )
    
    
    Property-related gains, net
    
    $
    23,043
    
    
    $
    1,881
  Accounting for the Impairment or Disposal of Long-Lived
Assets
 (4) Intangible Assets
  GrossCarrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    NetContract and lease rights
    
    $
    140,722
    
    
    $
    62,138
    
    
    $
    78,584
  (5) Long-Term Debt
   Page 8 of 25




---



##### Table of Contents



(6) Derivative Financial Instruments
   December 31,
    
    
    September 30,2005
    
    
    2005Derivative instrument assets:Interest rate swaps
    
    $
    2,978
    
    
    $
    3,006
   (7) Discontinued Operations
  (8) Recently Issued Accounting Pronouncements
 Share-Based Payment.
 Accounting for Conditional Asset
Retirement Obligations, an interpretation of FASB Statement No. 143 Accounting for Asset Retirement Obligations
 Page 9 of 25




---



##### Table of Contents



Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or
Acquired in a Business Combination
 Determining Whether a General Partner, or
the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited
Partners Have Certain Rights
 (9) Commitments and Contingencies
  Accounting for Costs Associated
with Exit or Disposal Activities
  Page 10 of 25




---



##### Table of Contents



(10) Comprehensive Income
  Three months endedDecember 31,2005
    
    
    2004Net earnings
    
    $
    17,955
    
    
    $
    2,871Change in fair value of investment securities, net of tax
    
    
    10
    
    
    
    26Change in foreign currency cumulative translation adjustment
    
    
    (868
    )
    
    
    3,734Comprehensive income
    
    $
    17,097
    
    
    $
    6,631
 (11) Stock Repurchase
   (12) Business Segments
  Three months endedDecember 31,2005
    
    
    2004Revenues:(1)Segment One
    
    $
    24,983
    
    
    $
    26,861Segment Two
    
    
    14,815
    
    
    
    15,536Segment Three
    
    
    6,274
    
    
    
    7,851Segment Four
    
    
    17,164
    
    
    
    18,109Segment Five
    
    
    72,571
    
    
    
    72,133Segment Six
    
    
    18,918
    
    
    
    21,413Segment Seven
    
    
    4,152
    
    
    
    4,653Segment Eight
    
    
    2,620
    
    
    
    1,766Other
    
    
    2,466
    
    
    
    2,619Total revenues
    
    $
    163,963
    
    
    $
    170,941
 
  For the three months endedDecember 31,2005
    
    
    2004Operating earnings (loss):Segment One
    
    $
    2,498
    
    
    $
    1,775Segment Two
    
    
    1,623
    
    
    
    141Segment Three
    
    
    (2,668
    )
    
    
    1,551Segment Four
    
    
    2,713
    
    
    
    899Segment Five
    
    
    4,511
    
    
    
    6,220Segment Six
    
    
    2,192
    
    
    
    2,689Segment Seven
    
    
    863
    
    
    
    807Segment Eight
    
    
    (135
    )
    
    
    (137
    )Other
    
    
    19,919
    
    
    
    (780
    )Total operating earnings
    
    $
    31,516
    
    
    $
    13,165
 Page 11 of 25




---



##### Table of Contents



December 31,
    
    
    September 30,2005
    
    
    2005Identifiable assets:Segment One
    
    $
    24,006
    
    
    $
    24,484Segment Two
    
    
    36,213
    
    
    
    36,571Segment Three
    
    
    31,425
    
    
    
    32,423Segment Four
    
    
    10,640
    
    
    
    10,630Segment Five
    
    
    318,491
    
    
    
    321,384Segment Six
    
    
    34,182
    
    
    
    35,822Segment Seven
    
    
    14,965
    
    
    
    11,457Segment Eight
    
    
    11,105
    
    
    
    10,984Other
    
    
    375,690
    
    
    
    384,059Total assets
    
    $
    856,717
    
    
    $
    867,814
 
 Segment One encompasses Nebraska, Missouri, Colorado and the Midwestern region of the United States. It also includes Canada, excluding Vancouver.Segment Two encompasses the southeastern region of the United States to include Washington DC and Baltimore. It also includes Pennsylvania and western New York.Segment Three encompasses Europe.Segment Four encompasses Nashville, TN, Memphis, TN and the western region of the United States and Vancouver, BC.Segment Five encompasses the northeastern region of the United States to include New York City, New Jersey, Boston and Philadelphia.Segment Six encompasses Florida, Alabama, parts of Tennessee and the southeastern region of the United States to include the Gulf Coast region and Texas.Segment Seven encompasses the USA Parking acquisition.Segment Eight encompasses Puerto Rico, Central and South America.Other encompasses the home office, eliminations, certain owned real estate, certain partnerships and discontinued operations. (13) Subsequent Events
  
 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;
 Page 12 of 25




---



##### Table of Contents



-
    
    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;-
    
    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, 2005.
 Overview
   Page 13 of 25




---



##### Table of Contents



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
  Page 14 of 25




---



##### Table of Contents



Contract and Lease Rights
  Allowance for Doubtful Accounts
  Insurance
  Income Taxes
 Accounting for Income Taxes
 Recent Accounting Pronouncements
 Share-Based Payment.
 Accounting for Conditional Asset
Retirement Obligations, an interpretation of FASB Statement No. 143 Accounting for Asset Retirement Obligations
 Page 15 of 25




---



##### Table of Contents



Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or
Acquired in a Business Combination
 Determining Whether a General Partner, or
the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited
Partners Have Certain Rights
 Results of Operations
 Three Months Ended December 31, 2005 Compared to Three Months Ended December 31, 2004
    Page 16 of 25




---



##### Table of Contents



Liquidity and Capital Resources
     Page 17 of 25




---



##### Table of Contents



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
    
    $
    149,035
    
    
    $
    2,172
    
    
    $
    100,932
    
    
    $
    45,722
    
    
    $
    209Subordinated convertible debentures
    
    
    78,085
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,085Operating leases
    
    
    1,033,835
    
    
    
    188,920
    
    
    
    272,861
    
    
    
    165,750
    
    
    
    406,304Total contractual cash obligations
    
    $
    1,260,955
    
    
    $
    191,092
    
    
    $
    373,793
    
    
    $
    211,472
    
    
    $
    484,598
 Amount of commitment expiration per periodLess than
    
    
    1-3
    
    
    3-5
    
    
    After 5Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsUnused lines of credit
    
    $
    121,676
    
    
    $
    
    
    
    $
    
    
    
    $
    121,676
    
    
    $
    
  Stock Repurchase
  Page 18 of 25




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosure about Market Risk
 Interest Rates
     Foreign Currency Risk
  Page 19 of 25




---



##### Table of Contents



ITEM 4. Controls and Procedures
 (a)
    
    Evaluation of Disclosure Controls and Procedures
    (b)
    
    Managements Report on Internal Control Over Financial Reporting
 Internal ControlIntegrated Framework
  Inadequate company-level controls. Internal ControlIntegrated Framework
 
    
    Our control environment did not sufficiently promote
integrity and ethical values over financial reporting
throughout our management structure, and this material
weakness was a contributing factor in the development of
other material weaknesses described below;
    
    We had inadequate monitoring controls, including inadequate staffing
and procedures to ensure periodic evaluations of internal controls to
ensure that appropriate personnel regularly obtain evidence that
controls are functioning effectively and that identified control
deficiencies are remediated timely; and
    
    There was inadequate communication from management to employees
regarding the importance of controls and employees duties and control
responsibilities.
  Inadequate Expertise in U.S. Generally Accepted Accounting Principles.
 Inadequate segregation of duties. Page 20 of 25
    Table of Contents    Inadequate financial statement preparation and review procedures.
 Inadequate reviews of account reconciliations, analyses and journal entries.
 Inadequate controls over authorization of purchase and disbursement transactions.
 
    
    Inadequate and ineffective policies over the authorization of purchases;
    
    Ineffective invoice approval policies;
    
    Ineffective supervisory oversight and/or review of the addition or removal of management contracts; and
    
    Inadequate period-end cut-off procedures in the procurement cycle.
  Inadequate controls over revenue recognition.
  (c) Changes in Internal Control Over Financial Reporting
   Page 21 of 25




---



##### Table of Contents




    
    Hired senior management including financial reporting personnel.
    
    Changed the lines of reporting so that the accounting, internal audit, information
technology and human resources functions in the United Kingdom subsidiary report directly
to the corresponding department heads in the United States.
    
    Established new approval authorization control limits.
    
    Established new reconciliation procedures.
    
    Replaced accounting software used in the United Kingdom subsidiary with programs used in
the United States and U.S. management employees have direct access to this system.
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Purchase of Equity Securites by the Issuer and Affiliated Purchasers
  Page 22 of 25




---



##### Table of Contents



Total Number ofShares
    
    Maximum DollarPurchased as
    
    Value of Shares thatPart of Publicly
    
    May yet beTotal Number of
    
    Average
    
    Announced
    
    Purchased UnderQuarter ended
    
    Shares
    
    Price Paid
    
    Plans or
    
    the Plan orDecember 31, 2005
    
    Purchased
    
    per Share
    
    Programs
    
    Program($ in thousands)October 2005
    
    
    4,859,674
    
    
    $
    15.50
    
    
    
    4,859,674
    
    
    
   
 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).
 Page 23 of 25




---



##### Table of Contents



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)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. (filed herewith).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
 Page 24 of 25




---



##### Table of Contents



CENTRAL PARKING CORPORATIONDate: February 9, 2006
    
    By:
    
    /s/ EMANUEL EADS.Emanuel Eads
Chief Executive OfficerCENTRAL PARKING CORPORATIONDate: February 9, 2006
    
    By:
    
    /s/ JEFF HEAVRINJeff Heavrin
Senior Vice President and Chief
Financial Officer
 Page 25 of 25