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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)x
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2003.o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from    to


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) 297-4255Securities Registered Pursuant to Section 12(b) of the Act:
    NoneSecurities Registered Pursuant to Section 12(g) of the Act:


Title of Each Class
    
    Name of each Exchange on which registeredCommon Stock, $0.01 par Value
    
    New York Stock Exchange


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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K(229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. YES x NO o

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

The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based on the closing price of the Common Stock on the New York
Stock Exchange on March 31, 2003 (the last business day of the most recently
completed second fiscal quarter) was $152,779,560. For purposes of this
response, the registrant has assumed that its directors, executive officers,
and beneficial owners of 5% or more of its Common Stock are the affiliates of
the registrant.

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 December 10, 2003Common Stock, $0.01 par value
    
    36,170,175


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DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrants definitive proxy statement for the Annual
Meeting of Shareholders to be held on February 10, 2004 are incorporated by
reference into Part III, items 10, 11, 12, 13 and 14 of this Form 10-K.

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TABLE OF CONTENTS



|                                                 |                                                                                               |  |  |  |  |  |  | 
|------------------------------------------------ | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                          
|                                                 | Item 1. Business                                                                             
|                                                 | Item 2. Properties                                                                           
|                                                 | Item 3. Legal Proceedings                                                                    
|                                                 | Item 4. Submission of Matters to a Vote of Security-Holders                                  
|PART II                                         
|                                                 | Item 5. Market for Registrants Common Equity and Related Stockholder Matters                
|                                                 | Item 6. Selected Consolidated Financial Data                                                 
|                                                 | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                 | Item 7a. Quantitative and Qualitative Disclosure About Market Risk                           
|                                                 | Item 8. Financial Statements and Supplementary Data                                          
|                                                 | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|                                                 | Item 9A. Controls and Procedures.                                                            
|PART III                                        
|                                                 | Item 10. Directors and Executive Officers                                                    
|                                                 | Item 11. Executive Compensation                                                              
|                                                 | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|                                                 | Item 13. Certain Relationships and Related Transactions                                      
|                                                 | Item 14. Principal Accounting Fees and Services                                              
|                                                 | Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K                     
|SIGNATURES                                      
|EXHIBIT INDEX                                   
|EX-10.1.T FORM OF SENIOR EXEC. EMPLOYMENT AGREE.
|EX-21 SUBSIDIARIES OF THE REGISTRANT            
|EX-23 CONSENT OF KPMG LLP                       
|EX-31.1 SECTION 302 CERTIFICATION OF THE CEO    
|EX-31.2 SECTION 302 CERTIFICATION OF THE CFO    
|EX-31.1 SECTION 906 CERTIFICATION OF THE CEO    
|EX-32.2 SECTION 906 CERTIFICATION OF THE CFO    



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TABLE OF CONTENTS

Part IItem 1
    
    Business
    
    
    6Item 2
    
    Properties
    
    
    13Item 3
    
    Legal Proceedings
    
    
    16Item 4
    
    Submission of Matters to a Vote of Security-Holders
    
    
    16Part IIItem 5
    
    Market for Registrant's Common Equity and Related Stockholder Matters
    
    
    17Item 6
    
    Selected Consolidated Financial Data
    
    
    18Item 7
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 7.a
    
    Quantitative and Qualitative Disclosure about Market Risk
    
    
    33Item 8
    
    Financial Statements and Supplementary Data
    
    
    35Item 9
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    66Item 9.a
    
    Controls and Procedures
    
    
    66Part IIIItem 10
    
    Directors and Executive Officers
    
    
    66Item 11
    
    Executive Compensation
    
    
    66Item 12
    
    Security Ownership of Certain Beneficial Owners and Management
    
    
    66Item 13
    
    Certain Relationships and Related Transactions
    
    
    66Item 14
    
    Principal Accounting Fees and Services
    
    
    66Part IVItem 15
    
    Exhibits, Financial Statement Schedules and Reports on Form 8-K
    
    
    66Signatures
    
    
    
    
    
    
    69


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IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Certain information discussed in this Annual Report on Form 10-K,
including but not limited to, information under the captions
Business; Properties; Legal
Proceedings; Managements Discussion
and Analysis of Financial Condition and Results of Operations, and
Quantitative and Qualitative Disclosures About Market Risk, and the
information incorporated herein by reference, may constitute forward-looking
statements for purposes of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are subject to risks and uncertainties, including,
without limitation, the factors set forth under the caption Risk Factors.
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, seeks, estimates,
projects, objective, 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
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 past and 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;
| | - |  | --------------------------------------------------------------------------------



| |  |  | form and maintain strategic relationships with certain large real estate owners and operators; and
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | renew and obtain performance and surety bonds on favorable terms;
| | - |  | -----------------------------------------------------------------



| |  |  | successful implementation of the Companys operating and growth strategy;
| | - |  | -------------------------------------------------------------------------



| |  |  | 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;
| | - |  | ------------------------------------------------



| |  |  | the timing of 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
effects of weather on travel and transportation patterns;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of litigation, including but not limited to, the
securities class action lawsuits pending against the Company;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 parking and automobile usage,
security measures, environmental, anti-trust and consumer protection
laws;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  |  | 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 the heading Risk Factors included
in the Managements Discussion and Analysis of Financial Condition and
Results of Operations included elsewhere in this Form 10-K.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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PART I






|        |  |         
|------- |  | --------
|Item 1. |  | Business

General

Central Parking Corporation (Central Parking or the Company) is a
leading provider of parking and related services. As of September 30, 2003,
Central Parking operated 3,717 parking facilities containing 1,643,108 spaces
in 38 states, the District of Columbia, Canada, Puerto Rico, Mexico, Chile,
Colombia, Peru, Venezuela, the United Kingdom, the Republic of Ireland, Spain,
Germany, Poland, Greece and Switzerland.

Central Parking operates or manages multi-level parking facilities and
surface lots. It also provides ancillary products and services, including
parking consulting, shuttle, valet, on-street and parking meter collection and
enforcement, and billing services. Central Parking operates parking facilities
under three general types of arrangements: management contracts, leases and fee
ownership. As of September 30, 2003, Central Parking operated 1,714 parking
facilities under management contracts and 1,798 parking facilities under
leases. In addition, the Company owned 205 parking facilities either
independently or through joint ventures.

Parking Industry

The commercial parking services business is very fragmented, consisting of
a few national companies and numerous small, privately held local and regional
operators. Central Parking believes it has certain competitive advantages over
many of these companies, including advantages of scale, financial resources and
technology.

During the 1980s, the high level of construction activity in the United
States resulted in a significant increase in the number of parking facilities.
Since that time, as construction activity has slowed, much of the growth of
certain parking service companies, including Central Parking, has been as a
result of competing with other parking companies for existing locations. New
construction and acquisition of additional facilities are essential to growth
for parking service companies because of the limitations on growth in revenues
of existing operations. Although some growth in revenues from existing
operations is possible through redesign, increased operational efficiency, or
increased facility use and prices, such growth is ultimately limited by the
size of a facility and market conditions.

Management 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.

Management 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.

Growth Strategy

Central Parking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
key elements of Central Parkings growth strategy are described below.

Increase Market Presence

Central Parking continually seeks to establish and increase its operations
in new and existing markets through take-aways of competitors contracts,
obtaining new management and lease contracts and entering into joint venture
arrangements. Management believes that Central Parkings relative size,
financial resources and systems give it a competitive advantage in winning new
business and make it an attractive partner for joint venture and other
opportunities. In addition, Central Parking believes that its performance-based
compensation system, which is designed to reward managers for increasing
profitability in their respective areas of responsibility, is an important
element of this strategy.

Pursue Strategic Acquisitions

During fiscal year 2003, the Company completed one acquisition of a
company with parking operations in Calgary, Alberta. During fiscal year 2002,
the Company completed acquisitions of four separate companies with parking
operations in the southeast and western portions of the United States. The
Company also obtained a 70% interest in an entity that manufactures automated pay

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stations during fiscal year 2002. See Note 2 to the Consolidated
Financial Statements. Central Parking intends to continue to pursue
acquisition opportunities on a selective basis. Central Parkings acquisition
strategy is to focus on opportunities that enable Central Parking to (i) become
a more efficient provider in selected markets, (ii) generate economies of scale
and cost savings, and (iii) increase cash flow.

Pursue Privatization Opportunities and Airports

The Company pursues privatization opportunities, including on-street fee
collection and enforcement, parking and user fee collection and enforcement
services in parks and recreational areas and airport parking management. The
Company currently has contracts for parking meter collection and enforcement in
29 cities, including; Charlotte, North Carolina; Richmond, Virginia; Fort
Myers, Florida; and Edinburgh, Scotland. The Company currently provides
airport parking management services to approximately 30 airports, including
airports in Philadelphia, Houston and Detroit.

Expand International Operations

Management believes that there are international opportunities for parking
companies, particularly companies that are interested in making significant
investments in equipment and construction, either independently or with foreign
partners. Central Parking typically enters foreign markets either through
consulting projects or by forming joint ventures with established local
entities. Both scenarios allow Central Parking to enter foreign markets with
reduced operating and investment risk. Central Parking currently has operations
in Canada, Puerto Rico, Mexico, Chile, Colombia, Peru, Venezuela, the United
Kingdom, the Republic of Ireland, Spain, Germany, Poland, Greece and
Switzerland. Approximately 6% of the Companys total revenues, excluding
reimbursed management costs, in fiscal year 2003 were from international
operations.

Operating Strategy

Central Parkings primary objective is to increase the revenues and
profitability of its parking facilities through a variety of operating
strategies, including the following:

Maintain Strict Cost Management and Cash Control

In order to provide competitively priced services, the Company must
contain costs. Managers analyze staffing and cost control issues, and each is
tracked on a monthly basis to determine whether financial results are within
budgeted ranges. Because of the substantial performance-based components of
their compensation, general (city) managers are motivated to contain the costs
of their operations. Cash control also is important to Central Parking and its
clients. Central Parking utilizes a variety of cash control procedures,
including ticketing systems, on-site spot checks, daily cash deposits, audits
and managerial oversight and review.

Emphasize Sales and Marketing Efforts

Central Parkings management is actively involved in developing and
maintaining business relationships and in exploring opportunities for growth.
Central Parkings marketing efforts are designed to expand its operations by
developing lasting relationships with major real estate developers and asset
managers, business and government leaders, and other clients. Central Parking
encourages its managers to pursue new opportunities at the local level while
simultaneously targeting key clients and projects at a national level.

Leverage Established Market Presence

Central Parking has an established presence in multiple markets,
representing platforms from which it can build. Because of the relatively fixed
nature of certain overhead at the city level and the resources that can be
shared in specific markets, management believes it has the opportunity to
increase the Companys profit margins as it grows its presence in established
markets.

Empower Local Managers; Provide Corporate Support

The Companys strategy is to establish a successful balance between
centralized and decentralized management. Because its business is dependent, to
some extent, on relationships with clients, Central Parking provides its
managers with a significant degree of autonomy in order to encourage prompt and
effective responses to local market demands. In conjunction with this local
operational authority, the Company provides, through its corporate office,
services that may not be readily available to independent operators such as
management support, human resources management, marketing and business
expertise, training, and financial and information systems. Services performed
primarily at the corporate level include billing, quality improvement
oversight, financial and accounting functions, human resources, legal services,
policy and procedure development, systems design, and corporate acquisitions
and development.

The Companys operations are managed based on segments administered by
senior vice presidents. These segments are generally organized geographically,
with exceptions depending on the needs of specific regions. See Note 17 to the
Consolidated Financial Statements for financial information regarding the
Companys business segments.

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Utilize Performance-Based Compensation

Central Parkings performance-based compensation system rewards managers
at the general (city) manager level and above for the profitability of their
respective areas of responsibility. Each person participating in the incentive
program generally receives a significant portion of his or her compensation
from this performance-based compensation system.

Maintain Well-Defined Professional Management Organization

In order to ensure professionalism and consistency in Central Parkings
operations, to provide a career path opportunity for its managers, and to
achieve a balance between autonomy and accountability, Central Parking has
established a structured management organization.

For its managerial positions, Central Parking seeks to recruit college
graduates or people with previous parking services or hospitality industry
experience, and requires that they undergo a training program. New managers
typically are assigned to a particular facility where they are supervised as
they manage one to five employees. The Companys management trainee program
teaches a wide variety of skills, including organizational skills and basic
management techniques. As managers develop and gain experience, they have the
opportunity to assume expanded responsibility, to be promoted to higher
management levels and to increase the performance-based component of their
compensation. This well-defined structure provides a career path that is
designed to be an attractive opportunity for prospective new hires. In
addition, management believes the training and advancement program has enabled
Central Parking to instill a high level of professionalism in its employees.

Implement Technology

Management believes that the Companys application of technology to its
operations represents a competitive advantage over smaller operators with more
limited resources. Central Parking has implemented computerized access card
tracking and accounting systems and Lexis automated paystations in certain of
its facilities and is experimenting with a variety of automated payment and
tracking systems.

Strategically Expand Ancillary Product and Service Offerings

Central Parking provides products and services that are complementary to
parking facility management. These products and services include consulting
services (parking facility design, layout and utilization); on-street parking
fee collection and enforcement services; parking and user fee collection and
enforcement services in parks and recreational areas; shuttle bus and van
services;. automated paystations; accounts receivable billing systems and
services; and airport luggage carts. These ancillary products and services did
not constitute a significant portion of Central Parkings revenues in fiscal
year 2003, but management believes that the provision of ancillary products and
services can be important in obtaining new business and preparing the Company
for future changes in the parking industry.

Focus on Retention of Patrons

For the Company to succeed, its parking patrons must have a positive
experience at Company facilities. Accordingly, the Company seeks to have well
lit, clean facilities and cordial employees. Each facility manager has primary
responsibility for the environment at the facility, and is evaluated on his or
her ability to retain parking patrons. The Company also monitors customer
satisfaction through customer surveys.

Maintain Disciplined Facility Site Selection Analysis

In existing markets, the facility site selection process begins with
identification of a possible facility site and the analysis of projected
revenues and costs at the site by general managers and regional managers. The
managers then typically conduct an examination of a locations potential demand
based on traffic patterns and counts, area demographics, and potential
competitors. Pro forma financial statements are then developed and a Company
representative will meet with the property owner to discuss the terms and
structure of the agreement.

The Company seeks to distinguish itself from its competitors by combining
a reputation for professionalism and quality management with operating
strategies designed to increase the revenues of parking operations for its
clients. The Companys clients include some of the nations largest owners and
developers of mixed-use projects, major office building complexes, airport
terminals, sports stadiums, hotels, and toll roads. Parking facilities operated
by the Company include, among others, certain terminals operated by BAA
Heathrow International Airport (London), Philadelphia Airport, Houston Airport,
Detroit Airport, Strategic Rail Authority Parking (London), the Prudential
Center (Boston), Turner Field (Atlanta), Coors Field (Denver), and various
parking facilities owned by the Hyatt and Westin hotel chains, the Rouse
Company, Faison Associates, May Department Stores, Trizec Office Properties,
Jones Lang LaSalle, Millenium Partners, Shorenstein and Crescent Real Estate.
None of these clients accounted for more than 5% of the Companys total
revenues for fiscal year 2003.

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Acquisitions

The Companys acquisition strategy is very selective and focuses primarily
on acquisitions that the Company believes will enable it to become a more
efficient and cost-effective provider in selected markets. The strategy also
focuses on businesses that have the potential to enhance future cash flows and
can be acquired at reasonable valuations. Central Parking believes it has the
opportunity to recognize economies of scale by making acquisitions in markets
where the Company already has a presence, which allows Central Parking to
reduce the overhead cost of the acquired company by consolidating its
management with that of Central Parking. Management believes acquisitions also
can be an effective means of entering new markets, thereby quickly obtaining
both operating presence and management personnel. The Companys acquisitions
over the last three years, all of which were accounted for under the purchase
method of accounting, are as follows: USA Parking Systems, Inc. and Universal
Park Holdings in October 2001; a 70% interest in Lexis Systems, Inc. in October
2001; Park One of Louisiana, LLC in January 2002; and Sterling Parking LTD in
May 2003. Acquisition activity slowed in 2003 as the Company focused on
improving operations and reducing debt. For additional information regarding
acquisitions, see Note 2 to the Consolidated Financial Statements and Item 7,
Managements Discussion and Analysis of Financial Condition and Results of
Operations.

Sales and Marketing

Central Parkings sales and marketing efforts are designed to expand its
operations by developing and maintaining relationships with major real estate
developers and asset managers, business and government leaders, and other
clients. Central Parking encourages its managers to pursue new opportunities at
the local level while selectively targeting key clients and projects at a
national level.

Local

At the local level, Central Parkings sales and marketing efforts are
decentralized and directed towards identifying new expansion opportunities
within a particular city or region. Managers are trained to develop the
business contacts necessary to generate new opportunities and to monitor their
local markets for take-away and outsourcing opportunities. Central Parking
provides its managers with a significant degree of autonomy in order to
encourage prompt and effective responses to local market demands, which is
complemented by management support and marketing training through Central
Parkings corporate offices. By developing business contacts locally, Central
Parkings managers often get the opportunity to bid on projects when asset
managers and property owners are dissatisfied with current operations and also
learn in advance of possible new projects.

National

At the national level, Central Parkings marketing efforts are undertaken
primarily by upper-level management, which targets developers, governmental
entities, the hospitality industry, mixed-use projects, and medical facilities.
These efforts are directed at operations that generally have national name
recognition, substantial demand for parking related services, and the potential
for nationwide growth. For example, Central Parkings current clients include,
among other national real estate companies and hotel chains, the Rouse Company,
Millennium Partners, Faison Associates, Shorenstein, May Department Stores,
Crescent Real Estate, Trizec Office Properties, Jones Lang LaSalle, Westin
Hotels, Ritz Carlton Hotels and Hyatt Hotels. Management believes that
providing high-quality, efficient services to such companies can lead to
additional opportunities as those clients expand their operations. Management
believes outsourcing by parking facility owners will continue to be a source
for additional facilities, and management believes the Companys global
presence, experience and reputation with large real estate asset managers give
it a competitive advantage in this area.

International

Central Parkings international operations began in the early 1990s with
the formation of an international division. The Company typically enters
foreign markets either through consulting projects or by forming joint ventures
with established local entities. Consulting projects allow Central Parking to
establish a presence and evaluate the prospects for growth of a given market
without investing a significant amount of capital. Likewise, forming joint
ventures with local partners allows Central Parking to enter new foreign
markets with reduced operating and investment risks.

Operations in London began in 1991 with a single consulting agreement and,
as of September 30, 2003, had grown to 68 locations in the United Kingdom
including four airports, eight rail operating companies and parking meter
enforcement and ticketing services for thirteen local governments that have
privatized these services. Central Parking began expansion into Mexico in July
1994 by forming a joint venture with Fondo Opcion, an established Mexican
developer, and as of September 30, 2003, operated 107 facilities in Mexico. As
of September 30, 2003, Central Parking also operated 155 facilities in Canada,
4 facilities in Spain, 6 in Poland, 23 in Chile, 14 in Venezuela, 6 in
Colombia, 6 in Peru, 1 in Switzerland, and 6 in Greece. The Company also
operates on-street parking services in the United Kingdom, Germany and the
Republic of Ireland. In 1996, Central Parking acquired a 50%

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equity interest in a joint venture, which operated 19 facilities in
Germany as of September 30, 2003. To manage its international expansion
efforts, the Company has allocated responsibilities for international
operations to the President of International Operations.

Operating Arrangements

Central Parking operates parking facilities under three general types of
arrangements: management contracts, leases, and fee ownership. The following
table sets forth certain information regarding the number of managed, leased,
or owned facilities as of the specified dates:

September 30,2003
    
    2002
    
    2001Managed
    
    
    1,714
    
    
    
    1,762
    
    
    
    1,869Leased
    
    
    1,798
    
    
    
    1,886
    
    
    
    1,950Owned
    
    
    205
    
    
    
    214
    
    
    
    219Total
    
    
    3,717
    
    
    
    3,862
    
    
    
    4,038


The general terms and benefits of these types of arrangements are
discussed below. Financial information regarding these types of arrangements
is set forth in Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations.

Management Contracts

Management contract revenues consist of management fees (both fixed and
performance based) and fees for ancillary services such as insurance,
accounting, benefits administration, equipment leasing, and consulting. The
cost of management contracts includes insurance premiums and claims and other
indirect overhead. The Companys responsibilities under a management contract
as a facility manager generally include hiring, training, and staffing parking
personnel, and providing collections, accounting, record keeping and insurance.
Most management contracts provide that the Company is reimbursed for
out-of-pocket expenses. Central Parking is not responsible under most of its
management contracts for structural, mechanical, or electrical maintenance or
repairs, or for providing security or guard services or for paying property
taxes. In general, management contracts are for terms of one to three years and
are renewable for successive one-year terms, but are typically cancelable by
the property owner on 30 days notice. With respect to insurance, the Companys
clients have the option of obtaining liability insurance on their own or having
Central Parking provide insurance as part of the services provided under the
management contract. Because of the Companys size and claims experience,
management believes it can purchase such insurance at lower rates than the
Companys clients can generally obtain on their own.

Leases

The Companys leases generally require the payment of a fixed amount of
rent, regardless of the amount of revenues or profitability generated by the
parking facility. In addition, many leases also require the payment of a
percentage of gross revenues above specified threshold levels. In general,
leased facilities require a longer commitment, a larger capital investment for
the Company, and represent a greater risk than managed facilities due to the
relatively fixed nature of expenses. However, leased facilities also provide a
greater opportunity for long-term growth in revenues and profits. The cost of
parking includes rent, payroll and related benefits, depreciation, maintenance,
insurance, and general operating expenses. Under its leases, the Company is
typically responsible for all facets of the parking operations, including
pricing, utilities, and routine maintenance. In short to medium term leases,
the Company is generally not responsible for structural, mechanical or
electrical maintenance or repairs, or property taxes. However, the Company
does often have these responsibilities in longer-term leases. Lease
arrangements are typically for terms of three to twenty years, and generally
provide for increases in base rent that are either pre-determined or based on
indices, such as the Consumer Price Index.

Fee Ownership

Ownership of parking facilities, either independently or through joint
ventures, typically requires a larger capital investment and greater risk than
managed or leased facilities, but provides maximum control over the operation
of the parking facility and the greatest profit potential of the three types of
operating arrangements. All owned facility revenues flow directly to the
Company, and the Company has the potential to realize benefits of appreciation
in the value of the underlying real estate if the property is sold. The
ownership of a parking facility brings the Company complete responsibility for
all aspects of the property, including all structural, mechanical or electrical
maintenance or repairs and property taxes.

Joint Ventures

The Company seeks joint venture partners who are established local or
regional developers pursuing financing alternatives for development projects.
Joint ventures typically involve a 50% interest in a development where the
parking facility is a part of a larger multi-use project, allowing the
Companys joint venture partners to benefit from a capital infusion to the
project. Joint ventures

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offer the revenue growth potential of ownership with a partial reduction
in capital requirements. The Company has interests in joint ventures that own
or operate parking facilities located in the United States as well as Mexico,
Germany, Poland, Greece, Venezuela, Colombia and Peru.

DBE Partnerships

Central Parking is a party to a number of disadvantaged business
enterprise partnerships. These are generally partnerships formed by Central
Parking and a disadvantaged business person to manage a facility. Central
Parking generally owns 60% to 75% of the partnership interests in each
partnership and typically receives management fees before partnership
distributions are made to the partners.

Competition

The parking industry is fragmented and highly competitive with relatively
low barriers to entry. The Company competes with a variety of other companies
to manage, lease and own parking facilities, and faces competition for
customers and employees to operate parking facilities. Although there are
relatively few large, national parking companies that compete with the Company,
numerous companies, including real estate developers, hotel and property
management companies, and national financial services companies either compete
currently or have the potential to compete with parking companies.
Municipalities and other governmental entities also operate parking facilities
that compete with Central Parking in some cities. In addition, the Company
faces competition from numerous regional and local parking companies and from
owner-operators of facilities who are potential clients for the Companys
management services. Construction of new parking facilities near the Companys
existing facilities increases the competition for customers and employees and
can adversely affect the Companys business.

Management believes that it competes for management clients based on a
variety of factors, including fees charged for services; ability to generate
revenues and control expenses for clients; accurate and timely reporting of
operational results; quality of customer service; and ability to anticipate and
respond to industry changes. Factors that affect the Companys ability to
compete for leased and owned locations include the ability to make capital
investments, pre-paid rent payments and other financial commitments; long-term
financial stability; and the ability to generate revenues and control expenses.
The Company competes for parking customers based primarily on rates charged
for parking; convenience (location) of the facility; and quality of customer
service. Factors affecting the Companys ability to compete for employees
include wages, benefits and working conditions.

Seasonality

The Companys business is subject to a modest amount of seasonality.
Historically, the Companys results have been strongest during the quarters
that end on December 31, and June 30. The Company attributes the relative
weakness of the quarters that end on March 31, and September 30 to, among other
factors, winter weather and summer vacations. There can be no assurance that
this trend will continue in future years. For further discussion of this issue
see Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations.

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 and liabilities relating to
covered claims. As a result, the Company is, in effect, self-insured for all
claims up to the deductible levels. The Company purchases a workers
compensation policy with a per claim deductible of $250,000. The Company
utilizes a third party administrator to process and pay filed workers
compensation claims. The Company also provides health insurance for many of
its employees and purchases a stop-loss policy with a deductible of $150,000
per claim.

Because of the size of the operations covered and its claims experience,
the Company purchases liability insurance policies at prices that management
believes represent a discount to the prices that would typically be charged to
parking facility owners on a stand-alone basis. Pursuant to its management
contracts, the Company charges its customers for insurance at rates it believes
are competitive. In each case, the Companys clients have the option of
purchasing their own policies, provided the Company is named as an additional
insured. A reduction in the number of clients that purchase insurance through
the Company could have a material adverse effect on the operating earnings of
the Company. In addition, a material increase in insurance costs due to an
increase in the number of claims, higher claims costs or higher premiums paid
by the Company could have a material adverse effect on the operating earnings
of the Company. In this regard, the Company has experienced a substantial
increase in the premiums it pays for insurance in each of the last three years
and the Company has experienced a significant increase in claims costs,
including liability, group health, and workers compensation. These increased
costs have adversely affected the Companys profitability. The Company has
been able

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to recover a portion of these increased costs through cost sharing
programs, however, there can be no assurance the Company will be able to fully
recover or reduce these increased costs.

Regulation

The Companys business is subject to numerous federal, state and local
laws and regulations, and in some cases, municipal and state authorities
directly regulate parking facilities. The facilities in New York City are, for
example, subject to extensive governmental restrictions concerning numbers of
cars, pricing, structural integrity and certain prohibited practices. Many
cities impose a tax or surcharge on parking services, which generally range
from 10% to 31% of revenues collected. Several state and local laws have been
passed in recent years that encourage car-pooling and the use of mass transit
or impose certain restrictions on automobile usage. These types of laws have
adversely affected the Companys revenues and could continue to do so in the
future. An example was the restrictions imposed by the City of New York in the
wake of the September 11 terrorist attacks, which included street closures,
traffic flow restrictions and a requirement for passenger cars entering certain
bridges and tunnels to have more than one occupant during the morning rush
hour. Although these restrictions have been eased, the City of New York is
considering other actions, including higher tolls, increased taxes and vehicle
occupancy requirements in certain circumstances, which could adversely impact
the Company. The Company is also affected by zoning and use restrictions and
other laws and regulations that are common to any business that owns real
estate.

The Company is subject to numerous federal, state and local employment and
labor laws and regulations, including Title VII of the Civil Rights Act of
1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in
Employment Act of 1967, the Family Medical Leave Act, wage and hour laws, and
various state and local employment discrimination and human rights laws.
Several cities in which the Company has operations either have adopted or are
considering the adoption of so-called living wage ordinances which could
adversely impact the Companys profitability by requiring companies that
contract with local governmental authorities and other employers to increase
wages to levels substantially above the federal minimum wage. In addition, the
Company is subject to provisions of the Occupational Safety and Health Act of
1970, as amended (OSHA) and related regulations. Various other governmental
regulations affect the Companys operation of parking facilities, both directly
and indirectly, including the Americans with Disabilities Act (ADA). Under
the ADA, public accommodations, including many parking facilities, are required
to meet certain federal requirements related to access and use by disabled
persons. For example, the ADA generally requires garages to include handicapped
spaces, headroom for wheelchair vans, and elevators that are operable by
disabled persons.

Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real property may be
liable for the costs of removal or remediation of hazardous or toxic substances
on, under or in such property. Such laws typically impose liability without
regard to whether the owner or operator knew of, or was responsible for, the
presence of such hazardous or toxic substances. In connection with the
ownership or operation of parking facilities, the Company may be liable for any
such costs. Although Central Parking is currently not aware of any material
environmental claims pending or threatened against it, there can be no
assurance that a material environmental claim will not be asserted against the
Company. The cost of defending against claims of liability, or remediating a
contaminated property, could have a material adverse effect on the Companys
financial condition or results of operations.

The Company also is subject to various federal and state antitrust and
consumer laws and regulations including the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the HSR Act), which requires
notification filings and waiting periods in connection with certain mergers and
acquisitions. In connection with the Companys merger with Allright
Corporation (Allright) in March 1999, the Antitrust Division of the United
States Department of Justice filed a complaint in U.S. District Court for the
District of Columbia seeking to enjoin the merger on antitrust grounds. In
addition, the Company received notices from several states, including
Tennessee, Texas, Illinois and Maryland, that the attorneys general of those
states were reviewing the merger from an antitrust perspective. Several of
these states also requested certain information relating to the merger and the
operations of Central Parking and Allright in the form of civil investigative
demands. Central Parking and Allright entered into a settlement agreement with
the Antitrust Division on March 16, 1999, under which the two companies agreed
to divest a total of 74 parking facilities in 18 cities, representing
approximately 18,000 parking spaces. The settlement agreement also prohibited
Central Parking and Allright from, among other things, operating any of the
divested properties for a period of two years following the divestiture of each
facility. The two-year prohibition on operating the divested properties has
expired. None of the states that reviewed the transaction from an antitrust
perspective became a party to the settlement agreement with the Antitrust
Division and several of the states continued their investigation of the merger
after the Allright merger was consummated. The completion of any future
mergers or acquisitions by the Company is subject to the filing requirements
described above and possible review by the Department of Justice or the Federal
Trade Commission and various state attorneys general. Certain of the Companys
fee collection activities are subject to federal and state consumer protection
or debt collection laws and regulations.

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Employees

As
of September 30, 2003, the Company employed approximately 21,000
individuals, including 15,854 full-time and 5,285 part-time employees.
Approximately 4,200 U.S. employees are represented by labor unions. Various
union locals represent parking attendants and cashiers at the New York City
facilities. Other cities in which some of the Companys employees are
represented by labor unions are Washington, D.C., Miami, Philadelphia, San
Francisco, Jersey City, Newark, Atlantic City, Pittsburgh, Los Angeles, St.
Louis, Columbus, Chicago and San Juan, Puerto Rico. The Company frequently is
engaged in collective bargaining negotiations with various union locals but has
not experienced any labor strikes. Management believes that the Companys
employee relations are good.

Service Marks and Trademarks

The Company has registered the names CPC, Central Parking System and
Central Parking Corporation, and its logo with the United States Patent Office
and has the right to use them throughout the United States except in certain
areas, including the Chicago and Atlantic City areas where two other companies
have the exclusive right to use the name Central Parking. The Company also
owns registered trademarks for Square Industries, Kinney System, Allied Parking
and Allright Parking and operates various parking locations under those names.
The Company uses the name Chicago Parking System in Chicago and CPS Parking
in Seattle and Milwaukee. The Company has registered the name Control Plus
and its symbol in London and has registered that name and symbol in association
with its on-street parking activities in Richmond, Virginia. The Company has
registered the name Centra and its symbol in London. The Company has
registered, or intends to register, its name and logo in various international
locations where it does business.

Foreign and Domestic Operations

For information about the Companys foreign and domestic operations refer
to Note 17 to the Consolidated Financial Statements.

Available Information

The Company files reports with the Securities and Exchange Commission
(SEC), including annual reports on Form 10-K, quarterly reports on Form 10-Q,
and current reports on Form 8-K. Copies of the Companys reports filed with
the SEC may be obtained by the public at the SECs Public Reference Room by
calling the SEC at 1-800-SEC-0330. The Company files such reports with the SEC
electronically, and the SEC maintains an Internet site at www.sec.gov that
contains the Companys reports, proxy and information statements, and other
information filed electronically. The Companys website address is
www.parking.com. The Company also makes available, free of charge through the
Companys website, its annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and other materials filed with the SEC as
soon as reasonably practicable after such material is electronically filed with
or furnished to the SEC. The information provided on the Companys website is
not part of this report, and is therefore not incorporated by reference unless
such information is otherwise specifically referenced elsewhere in this report.






|        |  |           
|------- |  | ----------
|Item 2. |  | Properties

The Companys facilities, as of September 30, 2003, are organized into 9
segments which are subdivided into 26 regions as detailed below. Each region is
supervised by a regional manager who reports directly to one of the senior vice
presidents. Regional managers oversee four to six general managers who each
supervise the Companys operations in a particular city. The following table
summarizes certain information regarding the Companys facilities as of
September 30, 2003

PercentageNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    of TotalSegment
    
    Cities
    
    Locations
    
    Managed
    
    Leased
    
    Owned
    
    Spaces
    
    SpacesSegment 1Los Angeles
    
    Los Angeles, Orange County, San Diego
Burbank Airport, Las Vegas
    
    
    134
    
    
    
    57
    
    
    
    73
    
    
    
    4
    
    
    
    53,706
    
    
    
    3.27
    %Phoenix
    
    Phoenix, Albuquerque, El Paso
    
    
    64
    
    
    
    30
    
    
    
    31
    
    
    
    3
    
    
    
    22,188
    
    
    
    1.35
    %San Francisco
    
    San Francisco, Oakland, Sacramento
    
    
    89
    
    
    
    47
    
    
    
    41
    
    
    
    1
    
    
    
    17,431
    
    
    
    1.06
    %Seattle
    
    Salt Lake City, Seattle, Vancouver
    
    
    95
    
    
    
    35
    
    
    
    59
    
    
    
    1
    
    
    
    23,622
    
    
    
    1.44
    %Denver
    
    Denver
    
    
    107
    
    
    
    38
    
    
    
    56
    
    
    
    13
    
    
    
    33,919
    
    
    
    2.06
    %Total Segment 1
    
    
    489
    
    
    
    207
    
    
    
    260
    
    
    
    22
    
    
    
    150,866
    
    
    
    9.18
    %Segment 2Boston
    
    Boston, Hartford, Manchester, Providence
    
    
    130
    
    
    
    56
    
    
    
    67
    
    
    
    7
    
    
    
    91,833
    
    
    
    5.59
    %New York
    
    New Jersey, New York City, Poughkeepsie,
Stamford , Edison, Atlantic City
    
    
    447
    
    
    
    209
    
    
    
    225
    
    
    
    13
    
    
    
    177,283
    
    
    
    10.79
    %Philadelphia
    
    Philadelphia, Harrisburg Airport
    
    
    90
    
    
    
    38
    
    
    
    47
    
    
    
    5
    
    
    
    73,140
    
    
    
    4.45
    %Total Segment 2
    
    
    667
    
    
    
    303
    
    
    
    339
    
    
    
    25
    
    
    
    342,256
    
    
    
    20.83
    %


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PercentageNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    of TotalSegment
    
    Cities
    
    Locations
    
    Managed
    
    Leased
    
    Owned
    
    Spaces
    
    SpacesSegment 3USA Parking
    
    
    
    
    
    
    94
    
    
    
    67
    
    
    
    26
    
    
    
    1
    
    
    
    47,775
    
    
    
    2.91
    %Total Segment 3
    
    
    94
    
    
    
    67
    
    
    
    26
    
    
    
    1
    
    
    
    47,775
    
    
    
    2.91
    %Segment 4Birmingham
    
    Birmingham, Austin, San Antonio
    
    
    116
    
    
    
    51
    
    
    
    55
    
    
    
    10
    
    
    
    35,073
    
    
    
    2.13
    %Houston
    
    Houston, Houston Airport
    
    
    94
    
    
    
    28
    
    
    
    55
    
    
    
    11
    
    
    
    66,257
    
    
    
    4.03
    %New Orleans
    
    Mobile, New Orleans, Baton Rouge,
New Orleans Airport, Jackson
    
    
    130
    
    
    
    42
    
    
    
    83
    
    
    
    5
    
    
    
    36,864
    
    
    
    2.24
    %St. Louis
    
    Little Rock,
Peoria, St. Louis, Kansas City,
St. Louis Airport, Omaha, Oklahoma, Tulsa,
Memphis, Dallas, Ft. Worth
    
    
    485
    
    
    
    229
    
    
    
    225
    
    
    
    31
    
    
    
    152,270
    
    
    
    9.27
    %Total Segment 4
    
    
    825
    
    
    
    350
    
    
    
    418
    
    
    
    57
    
    
    
    290,464
    
    
    
    17.68
    %Segment 5Mexico
    
    Mexico
    
    
    107
    
    
    
    59
    
    
    
    48
    
    
    
    0
    
    
    
    64,062
    
    
    
    3.90
    %South America
    
    Puerto Rico, Chile, Venezuela, Colombia, Peru
    
    
    73
    
    
    
    45
    
    
    
    28
    
    
    
    0
    
    
    
    33,641
    
    
    
    2.05
    %Europe
    
    London,
Ireland, Czech Republic, Spain, Poland,
Greece, Switzerland
    
    
    107
    
    
    
    78
    
    
    
    29
    
    
    
    0
    
    
    
    107,710
    
    
    
    6.56
    %Total Segment 5
    
    
    287
    
    
    
    182
    
    
    
    105
    
    
    
    0
    
    
    
    205,413
    
    
    
    12.50
    %Segment 6Nashville
    
    Nashville
    
    
    100
    
    
    
    33
    
    
    
    54
    
    
    
    13
    
    
    
    51,963
    
    
    
    3.16
    %Total Segment 6
    
    
    100
    
    
    
    33
    
    
    
    54
    
    
    
    13
    
    
    
    51,963
    
    
    
    3.16
    %Segment 7Cincinnati
    
    Indianapolis,
Louisville, Lexington, Boone Co.
Airport, Cincinnati, Columbus, Cleveland,
Columbus Airport
    
    
    179
    
    
    
    63
    
    
    
    99
    
    
    
    17
    
    
    
    68,148
    
    
    
    4.15
    %Canada
    
    Detroit,
Detroit Airport, Toledo, Toronto, Ottawa,
Montreal, Calgary, Toronto Pearson Airport
    
    
    141
    
    
    
    96
    
    
    
    43
    
    
    
    2
    
    
    
    102,916
    
    
    
    6.26
    %Chicago
    
    Chicago, Minneapolis, Milwaukee, Gen. Mitchell Airport
    
    
    156
    
    
    
    51
    
    
    
    92
    
    
    
    13
    
    
    
    63,995
    
    
    
    3.89
    %Total Segment 7
    
    
    476
    
    
    
    210
    
    
    
    234
    
    
    
    32
    
    
    
    235,059
    
    
    
    14.31
    %Segment 8Washington, DC
    
    Washington, DC,
Baltimore, Richmond, Roanoke,
Roanoke Airport, Richmond Airport
    
    
    268
    
    
    
    108
    
    
    
    145
    
    
    
    15
    
    
    
    96,703
    
    
    
    5.89
    %Upper New York
    
    Rochester, Buffalo,
Binghamton, Syracuse, Pittsburgh,
Wilkes-Barre, Charleston, WV
    
    
    157
    
    
    
    68
    
    
    
    70
    
    
    
    19
    
    
    
    56,073
    
    
    
    3.41
    %Total Segment 8
    
    
    425
    
    
    
    176
    
    
    
    215
    
    
    
    34
    
    
    
    152,776
    
    
    
    9.30
    %Segment 9Florida
    
    Miami, Jacksonville, Tampa, Orlando
    
    
    134
    
    
    
    77
    
    
    
    53
    
    
    
    4
    
    
    
    76,251
    
    
    
    4.64
    %Atlanta
    
    Atlanta,
Charlotte, Columbia, Charleston, SC,
Knoxville, Chattanooga
    
    
    220
    
    
    
    109
    
    
    
    94
    
    
    
    17
    
    
    
    90,285
    
    
    
    5.49
    %Total Segment 9
    
    
    354
    
    
    
    186
    
    
    
    147
    
    
    
    21
    
    
    
    166,536
    
    
    
    10.14
    %Total
    
    
    
    
    
    
    3,717
    
    
    
    1,714
    
    
    
    1,798
    
    
    
    205
    
    
    
    1,643,108
    
    
    
    100.0
    %


The Companys facilities include both surface lots and structured parking
facilities (garages). Approximately 17% of the Companys owned parking
properties are in structured parking facilities, with the remainder in surface
lots. Each year the Company expends significant funds to repair and maintain
parking facilities. Management believes the Companys owned facilities
generally are in good condition and are adequate for its present needs.

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A summary of the facilities operated domestically and internationally by
Central Parking as of September 30, 2003 is as follows:

PercentManaged
    
    Leased
    
    Owned
    
    Total
    
    Spaces
    
    of TotalTotal U.S. and Puerto Rico
    
    
    1,475
    
    
    
    1,618
    
    
    
    203
    
    
    
    3,296
    
    
    
    1,390,086
    
    
    
    84.6
    %United Kingdom
    
    
    60
    
    
    
    8
    
    
    
    0
    
    
    
    68
    
    
    
    88,199
    
    
    
    5.4Mexico (1)
    
    
    59
    
    
    
    48
    
    
    
    0
    
    
    
    107
    
    
    
    64,062
    
    
    
    3.9Canada
    
    
    71
    
    
    
    82
    
    
    
    2
    
    
    
    155
    
    
    
    60,997
    
    
    
    3.7Venezuela
    
    
    4
    
    
    
    10
    
    
    
    0
    
    
    
    14
    
    
    
    11,445
    
    
    
    0.7Germany (1)
    
    
    6
    
    
    
    13
    
    
    
    0
    
    
    
    19
    
    
    
    8,300
    
    
    
    0.5Chile
    
    
    15
    
    
    
    8
    
    
    
    0
    
    
    
    23
    
    
    
    7,558
    
    
    
    0.4Greece
    
    
    6
    
    
    
    0
    
    
    
    0
    
    
    
    6
    
    
    
    2,773
    
    
    
    0.1Peru
    
    
    5
    
    
    
    1
    
    
    
    0
    
    
    
    6
    
    
    
    2,908
    
    
    
    0.2Spain
    
    
    2
    
    
    
    2
    
    
    
    0
    
    
    
    4
    
    
    
    1,295
    
    
    
    0.1Poland
    
    
    2
    
    
    
    4
    
    
    
    0
    
    
    
    6
    
    
    
    1,517
    
    
    
    0.1Colombia
    
    
    3
    
    
    
    3
    
    
    
    0
    
    
    
    6
    
    
    
    870
    
    
    
    0.1Ireland
    
    
    6
    
    
    
    0
    
    
    
    0
    
    
    
    6
    
    
    
    2,773
    
    
    
    0.2Switzerland
    
    
    0
    
    
    
    1
    
    
    
    0
    
    
    
    1
    
    
    
    325
    
    
    
    0.0Total foreign
    
    
    239
    
    
    
    180
    
    
    
    2
    
    
    
    421
    
    
    
    253,022
    
    
    
    15.4Total facilities
    
    
    1,714
    
    
    
    1,798
    
    
    
    205
    
    
    
    3,717
    
    
    
    1,643,108
    
    
    
    100
    %




---

|(1) |  | Operated through unconsolidated 50% owned joint ventures
|--- |  | --------------------------------------------------------

The table below sets forth certain information regarding the Companys managed,
leased and owned facilities in the periods indicated.

Year Ended September 30,2003
    
    2002
    
    2001Managed Facilities:Beginning of year
    
    
    1,762
    
    
    
    1,869
    
    
    
    2,025Acquired or merged during year
    
    
    9
    
    
    
    71
    
    
    
    Added during year
    
    
    236
    
    
    
    264
    
    
    
    268Consolidated during year
    
    
    (44
    )
    
    
    (193
    )
    
    
    Deleted during year
    
    
    (249
    )
    
    
    (249
    )
    
    
    (424
    )End of year
    
    
    1,714
    
    
    
    1,762
    
    
    
    1,869Renewal Rate (1)
    
    
    87.5
    %
    
    
    88.7
    %
    
    
    81.5
    %Leased Facilities:Beginning of year
    
    
    1,886
    
    
    
    1,950
    
    
    
    2,190Acquired or merged during year
    
    
    9
    
    
    
    27
    
    
    
    Added during year
    
    
    164
    
    
    
    207
    
    
    
    243Consolidated during year
    
    
    (33
    )
    
    
    (37
    )
    
    
    Deleted during year
    
    
    (228
    )
    
    
    (261
    )
    
    
    (483
    )End of year
    
    
    1,798
    
    
    
    1,886
    
    
    
    1,950Owned Facilities (2):Beginning of year
    
    
    214
    
    
    
    219
    
    
    
    239Purchased during year
    
    
    9
    
    
    
    7
    
    
    
    3Closed or sold during year
    
    
    (18
    )
    
    
    (12
    )
    
    
    (23
    )End of year
    
    
    205
    
    
    
    214
    
    
    
    219Total facilities (end of year)
    
    
    3,717
    
    
    
    3,862
    
    
    
    4,038Net reduction in number of facilities:Managed
    
    
    (2.7
    )%
    
    
    (5.7
    %)
    
    
    (7.7
    %)Leased
    
    
    (4.7
    )%
    
    
    (3.2
    %)
    
    
    (11.0
    %)Owned
    
    
    (4.2
    )%
    
    
    (2.3
    %)
    
    
    (8.4
    %)Total facilities
    
    
    (3.8
    )%
    
    
    (4.4
    %)
    
    
    (9.3
    %)




---

|(1) |  | The renewal rate calculation is 100% minus lost locations divided by the
sum of the beginning of the year, acquired and added during the year for
management locations.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes the Companys corporate headquarters in Nashville, Tennessee.                                                                                                 

Page 15 of 75



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|        |  |                  
|------- |  | -----------------
|Item 3. |  | Legal Proceedings

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

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. By order dated December 10, 2003, the
Court has consolidated the cases which are 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 is 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 the
McKendree Parking Center in Nashville. The plaintiff seeks
approximately $3.5 million in compensatory damages based on an
alleged loss in value of its leasehold interest, termination of its
contract with the Company and unspecified punitive damages and
attorneys fees. Trial in the case is scheduled for
February 2004. The Company is vigorously defending the lawsuit.

The Company, Pepsi Cola Company (Pepsi) 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. 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 at least $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.






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

No matter was submitted to a vote of the Companys security-holders during
the fourth quarter of the fiscal year ended September 30, 2003.

Page 16 of 75



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##### Table of Contents






PART II






|        |  |                                                                      
|------- |  | ---------------------------------------------------------------------
|Item 5. |  | Market for Registrants Common Equity and Related Stockholder Matters

(a) The Registrants common stock is listed on the NYSE under the symbol
CPC. The following table sets forth, for the periods indicated, the high and
low sales prices for the Companys common stock as reported by the NYSE.

High
    
    LowFISCAL YEAR 2003First Quarter
    
    $
    24.10
    
    
    $
    18.01Second Quarter
    
    
    19.38
    
    
    
    8.13Third Quarter
    
    
    12.69
    
    
    
    8.15Fourth Quarter
    
    
    15.45
    
    
    
    12.13Twelve months
    
    
    24.10
    
    
    
    8.13FISCAL YEAR 2002First Quarter
    
    $
    19.98
    
    
    $
    13.76Second Quarter
    
    
    23.57
    
    
    
    18.40Third Quarter
    
    
    27.00
    
    
    
    21.46Fourth Quarter
    
    
    24.04
    
    
    
    18.18Twelve months
    
    
    27.00
    
    
    
    13.76


(b) There were, as of November 29, 2003, approximately 8,400 holders of
the Companys common stock, based on the number of record holders of the
Companys common stock and an estimate of the number of individual participants
represented by security position listings.

(c) Since April 1997, Central Parking has distributed a quarterly cash
dividend of $0.015 per share of Central Parking common stock. The Companys
Board currently intends to declare a cash dividend each quarter depending on
Central Parkings profitability and future capital requirements. Central
Parking reserves the right, however, to retain all or a substantial portion of
its earnings to finance the operation and expansion of Central Parkings
business. As a result, the future payment of dividends will depend upon, among
other things, the Companys profitability, capital requirements, financial
condition, growth, business opportunities, and other factors that the Central
Parking Board may deem relevant, including restrictions in any then-existing
credit agreement. The Companys existing credit facility contains certain
covenants including those that require the Company to maintain certain
financial ratios, restrict further indebtedness, and limit the amount of
dividends payable; however, the Company does not believe these restrictions
limit its ability to pay currently anticipated cash dividends. In addition,
Central Parking Finance Trust (the Trust), a Delaware statutory business
trust, of which all of the common securities are owned by the Company, has
issued preferred securities (the Trust Issued Preferred Securities) and has
invested the proceeds thereof in an equivalent amount of 5.25% Convertible
Subordinated Debentures (Convertible Debentures) of the Company. Pursuant to
the Convertible Debentures, the Company is prohibited from paying dividends on
its common stock if the quarterly distributions on the Trust Issued Preferred
Securities are not made for any reason. See Note 10 to the Consolidated
Financial Statements.

(d) The following table is for the presentation of securities authorized for
issuance under equity compensation plans as of September 30, 2003.

Number of securities to be
    
    
    
    
    
    Number of securities remaining availableissued upon exercise of
    
    Weighted-average exercise
    
    for future issuance under equityoutstanding options,
    
    price of outstanding
    
    compensation plans (excluding securitieswarrants and rights
    
    options, warrants and rights
    
    reflected in column (a))Plan Category
    
    (a)
    
    (b)
    
    (c)Equity compensation plans
approved by securities holders
    
    
    5,078,770
    
    
    $
    18.19
    
    
    
    1,920,757Equity compensation plans not
approved by securities holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    5,078,770
    
    
    $
    18.19
    
    
    
    1,920,757


Page 17 of 75



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##### Table of Contents








|        |  |                                     
|------- |  | ------------------------------------
|Item 6. |  | Selected Consolidated Financial Data

Selected consolidated financial data of the Company is set forth below for
each of the periods indicated. Certain of the statement of operations, per
share, and balance sheet data were derived from the audited consolidated
financial statements of the Company. All of the information set forth below
should be read in conjunction with the Companys Consolidated Financial
Statements and the Notes thereto and with Item 7. Managements Discussion and
Analysis of Financial Condition and Results of Operations.

Dollars in thousands, except per share data

Year Ended September 30,
    
    2003 vs. 20022003
    
    2002
    
    2001
    
    2000
    
    1999
    
    Increase
    
    (Decrease)STATEMENT OF OPERATIONS DATA:Revenues:Parking
    
    $
    595,252
    
    
    $
    585,369
    
    
    $
    594,533
    
    
    $
    621,503
    
    
    $
    633,864
    
    
    $
    9,883
    
    
    
    1.7
    %Management contract and other
    
    
    123,040
    
    
    
    120,341
    
    
    
    100,959
    
    
    
    101,327
    
    
    
    91,093
    
    
    
    2,699
    
    
    
    2.2718,292
    
    
    
    705,710
    
    
    
    695,492
    
    
    
    722,830
    
    
    
    724,957
    
    
    
    12,582
    
    
    
    3.9Reimbursement of management contract expenses
    
    
    418,058
    
    
    
    390,306
    
    
    
    373,413
    
    
    
    312,709
    
    
    
    289,517
    
    
    
    27,752
    
    
    
    7.1Total revenues
    
    
    1,136,350
    
    
    
    1,096,016
    
    
    
    1,068,905
    
    
    
    1,035,539
    
    
    
    1,014,474
    
    
    
    40,334
    
    
    
    11.0Expenses:Total before merger costs
    
    
    704,990
    
    
    
    636,011
    
    
    
    624,734
    
    
    
    641,451
    
    
    
    647,224
    
    
    
    68,979
    
    
    
    5.6Merger costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,747
    
    
    
    40,970
    
    
    
    
    
    
    NMReimbursed management contract expenses
    
    
    418,058
    
    
    
    390,306
    
    
    
    373,413
    
    
    
    312,709
    
    
    
    289,517
    
    
    
    27,752
    
    
    
    7.1Property-related (losses) gains, net
    
    
    (8,076
    )
    
    
    (1,251
    )
    
    
    (6,907
    )
    
    
    1,437
    
    
    
    3,006
    
    
    
    (6,825
    )
    
    
    (545.6
    )Operating earnings
    
    
    5,226
    
    
    
    68,448
    
    
    
    63,851
    
    
    
    79,069
    
    
    
    39,769
    
    
    
    (63,222
    )
    
    
    (543.8
    )Percentage of operating earnings to total revenues,
excluding reimbursement of management contract expenses
    
    
    0.7
    %
    
    
    9.7
    %
    
    
    9.2
    %
    
    
    10.9
    %
    
    
    5.5
    %Interest expense, net
    
    
    (13,152
    )
    
    
    (6,174
    )
    
    
    (14,482
    )
    
    
    (19,836
    )
    
    
    (20,136
    )
    
    
    (6,978
    )
    
    
    (113.0
    )Dividends on company-obligated mandatorily
redeemable convertible securities of a subsidiary trust
    
    
    (4,179
    )
    
    
    (4,868
    )
    
    
    (5,886
    )
    
    
    (6,012
    )
    
    
    (5,926
    )
    
    
    689
    
    
    
    14.2Gain on repurchase of company-obligated mandatorily
redeemable convertible securities of a subsidiary trust
    
    
    
    
    
    
    9,245
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,245
    )
    
    NMGain on sale of non-operating assets
    
    
    3,279
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,279
    
    
    NMEquity in partnership and joint venture earnings
    
    
    2,244
    
    
    
    3,967
    
    
    
    5,081
    
    
    
    10,262
    
    
    
    4,724
    
    
    
    (1,723
    )
    
    
    (43.4
    )(Loss) earnings from continuing operations before
income taxes, minority interest and
cumulative effect of accounting changes
    
    
    (6,582
    )
    
    
    70,618
    
    
    
    48,564
    
    
    
    63,483
    
    
    
    18,431
    
    
    
    (77,200
    )
    
    
    (404.5
    )Minority interest, net of tax
    
    
    (4,064
    )
    
    
    (4,874
    )
    
    
    (3,502
    )
    
    
    (3,528
    )
    
    
    (3,614
    )
    
    
    810
    
    
    
    16.6Income tax benefit (expense)
    
    
    4,427
    
    
    
    (23,552
    )
    
    
    (19,047
    )
    
    
    (23,373
    )
    
    
    (11,883
    )
    
    
    27,979
    
    
    
    118.8Income tax percentage of (loss) earnings from continuing
operations before minority interest, income taxes,
and cumulative effect of accounting change
    
    
    67.3
    %
    
    
    33.4
    %
    
    
    38.8
    %
    
    
    36.7
    %
    
    
    65.9
    %Cumulative effect of accounting changes, net of tax (1)
    
    
    
    
    
    
    (9,341
    )
    
    
    (259
    )
    
    
    
    
    
    
    
    
    
    
    9,341
    
    
    NM(Loss) earnings from continuing operations
    
    
    (6,219
    )
    
    
    32,851
    
    
    
    25,756
    
    
    
    36,582
    
    
    
    2,934
    
    
    
    (39,070
    )
    
    
    (169.1
    )Discontinued operations, net of tax
    
    
    1,692
    
    
    
    917
    
    
    
    97
    
    
    
    (143
    )
    
    
    748
    
    
    
    775
    
    
    
    84.5Net (loss) earnings
    
    $
    (4,527
    )
    
    $
    33,768
    
    
    $
    25,853
    
    
    $
    36,439
    
    
    $
    3,682
    
    
    $
    (38,295
    )
    
    
    (253.6
    )%Percentage of net (loss) earnings to total revenues,
excluding reimbursement of management contract expenses
    
    
    (0.6
    )%
    
    
    4.8
    %
    
    
    3.7
    %
    
    
    5.0
    %
    
    
    0.5
    %


Year Ended September 30,
    
    2003 vs. 20022003
    
    2002
    
    2001
    
    2000
    
    1999
    
    Increase
    
    (Decrease)PER SHARE DATA:(Loss) earnings from continuing operations before
cumulative effect of accounting changes  basic
    
    $
    (0.17
    )
    
    $
    1.18
    
    
    $
    0.73
    
    
    $
    1.01
    
    
    $
    0.07
    
    
    $
    (1.35
    )
    
    
    (114.7
    )%Cumulative effect of accounting changes, net of tax
    
    
    
    
    
    
    (0.26
    )
    
    
    (0.01
    )
    
    
    
    
    
    
    
    
    
    
    0.26
    
    
    
    100.0Discontinued operations, net of tax
    
    
    0.05
    
    
    
    0.03
    
    
    
    
    
    
    
    (0.01
    )
    
    
    0.03
    
    
    
    0.02
    
    
    
    83.6Net (loss) earnings  basic
    
    $
    (0.13
    )
    
    $
    0.94
    
    
    $
    0.72
    
    
    $
    1.00
    
    
    $
    0.10
    
    
    $
    (1.07
    )
    
    
    (113.3
    )%(Loss) earnings from continuing operations before
cumulative effect of accounting changes  diluted
    
    $
    (0.17
    )
    
    $
    1.17
    
    
    $
    0.73
    
    
    $
    1.00
    
    
    $
    0.07
    
    
    $
    (1.34
    )
    
    
    (114.8
    )%Cumulative effect of accounting changes, net of tax
    
    
    
    
    
    
    (0.26
    )
    
    
    (0.01
    )
    
    
    
    
    
    
    
    
    
    
    0.26
    
    
    
    100.0Discontinued operations, net of tax
    
    
    0.05
    
    
    
    0.03
    
    
    
    
    
    
    
    (0.01
    )
    
    
    0.03
    
    
    
    0.02
    
    
    
    85.4Net (loss) earnings  diluted
    
    $
    (0.13
    )
    
    $
    0.93
    
    
    $
    0.72
    
    
    $
    0.99
    
    
    $
    0.10
    
    
    $
    (1.06
    )
    
    
    (113.5
    )%Basic weighted average common shares
    
    
    36,034
    
    
    
    35,849
    
    
    
    35,803
    
    
    
    36,365
    
    
    
    36,349
    
    
    
    185
    
    
    
    0.5
    %Diluted weighted average common shares
    
    
    36,034
    
    
    
    36,211
    
    
    
    36,015
    
    
    
    36,735
    
    
    
    36,988
    
    
    
    (177
    )
    
    
    (0.5
    )%Dividends per common share
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    
    
    
    
    
    %Net book value per common share outstanding
at September 30
    
    $
    11.52
    
    
    $
    11.57
    
    
    $
    10.66
    
    
    $
    10.19
    
    
    $
    9.44
    
    
    $
    (0.05
    )
    
    
    (0.4
    )%


Page 18 of 75



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##### Table of Contents



As of September 30,
    
    2003 vs 20022003
    
    2002
    
    2001
    
    2000
    
    1999
    
    Increase
    
    (Decrease)BALANCE SHEET DATA:Cash and cash equivalents
    
    $
    31,572
    
    
    $
    33,498
    
    
    $
    41,849
    
    
    $
    43,214
    
    
    $
    53,669
    
    
    $
    (1,926
    )
    
    
    (6.1
    )%Working capital
    
    
    (10,498
    )
    
    
    (92,805
    )
    
    
    (79,251
    )
    
    
    (89,252
    )
    
    
    (30,659
    )
    
    
    82,307
    
    
    
    784.0Goodwill, net
    
    
    230,312
    
    
    
    242,141
    
    
    
    250,630
    
    
    
    264,756
    
    
    
    277,800
    
    
    
    (11,829
    )
    
    
    (5.1
    )Total assets
    
    
    989,447
    
    
    
    998,884
    
    
    
    986,881
    
    
    
    1,022,305
    
    
    
    1,064,577
    
    
    
    (9,437
    )
    
    
    (1.0
    )Long-term debt and capital lease obligations,
less current portion
    
    
    266,961
    
    
    
    207,098
    
    
    
    208,885
    
    
    
    239,285
    
    
    
    337,481
    
    
    
    59,863
    
    
    
    22.4Company-obligated mandatorily redeemable convertible
securities of subsidiary holding solely parent debentures
    
    
    78,085
    
    
    
    78,085
    
    
    
    110,000
    
    
    
    110,000
    
    
    
    110,000
    
    
    
    
    
    
    
    Shareholders equity
    
    
    416,526
    
    
    
    415,804
    
    
    
    381,446
    
    
    
    370,257
    
    
    
    347,119
    
    
    
    722
    
    
    
    0.2


Year Ended September 30,
    
    2003 vs 20022003
    
    2002
    
    2001
    
    2000
    
    1999
    
    Increase
    
    (Decrease)OTHER DATA:Depreciation and amortization
    
    $
    35,173
    
    
    $
    34,500
    
    
    $
    44,263
    
    
    $
    44,612
    
    
    $
    43,131
    
    
    $
    673
    
    
    
    2.0
    %Employees (2)
    
    
    21,187
    
    
    
    18,100
    
    
    
    18,800
    
    
    
    16,200
    
    
    
    16,700
    
    
    
    (69
    )
    
    
    (0.4
    )Number of shareholders (2)
    
    
    8,400
    
    
    
    7,100
    
    
    
    6,500
    
    
    
    7,300
    
    
    
    10,325
    
    
    
    1,300
    
    
    
    18.3Market capitalization (in millions) (3)
    
    $
    443
    
    
    $
    724
    
    
    $
    501
    
    
    $
    720
    
    
    $
    1,075
    
    
    $
    (281
    )
    
    
    (38.8
    )Return on average equity (4)
    
    
    (1.1
    )%
    
    
    8.5
    %
    
    
    6.9
    %
    
    
    10.2
    %
    
    
    1.1
    %




---

|(1) |  | Reflects the Companys adoption in 2002 of SFAS No. 142 for the
transitional impairment of goodwill of $9.3 million, net of tax of $28
thousand. Reflects the Companys adoption in 2001 of SAB 101 related to
revenue recognition of $259 thousand, net of tax of $171 thousand.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Reflects information as of September 30 of the respective fiscal year.                                                                                                                                                                                                           
|   
|(3) |  | Based on number of shares outstanding and closing market price as of
September 30.                                                                                                                                                                                               
|   
|(4) |  | Reflects return on equity calculated using fiscal year net (loss)
earnings divided by average shareholders equity for the fiscal year.                                                                                                                                          
|   
|NM  |  | Not meaningful                                                                                                                                                                                                                                                                   

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|        |  |                                                                                      
|------- |  | -------------------------------------------------------------------------------------
|Item 7. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Company operates parking facilities under three types of arrangements:
leases, fee ownership, and management contracts. Revenues from leased and owned
properties are categorized in the Companys financial statements as parking
revenues. Cost of parking relates to both leased and owned facilities and
includes rent, payroll and related benefits, depreciation, maintenance,
insurance and general operating expenses. The Company experienced a net
decline in the number of leased and owned locations in 2003 of 97 locations
(182 additional leased and owned locations offset by 270 lost or sold locations
and 9 locations that were converted to management agreements or consolidated
with existing locations). Management contract revenues consist of
management fees (both fixed and performance based) and fees for
ancillary services such as insurance, accounting, benefits
administration, equipment leasing and consulting. The cost of
management contracts includes insurance premiums and claims and other
indirect overhead. The Company experienced a net decline in the
number of managed facilities in 2003 of 48 locations
(245 additional managed offset by 293 lost during the year).

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 to
the consolidated financial statements included herein 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 September 30, 2003, the Companys long-lived assets were comprised
primarily of $420.7 million of property, equipment and leasehold improvements
and $102.3 million of contract and lease rights. 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.As of September 30, 2003, the Company had $230.3 million of
goodwill. The Company accounts for goodwill and other intangible assets under
the provisions of SFAS No. 142, Goodwill and Other Intangible Assets.

The determination and measurement of an impairment loss under these
accounting standards require the significant use of judgment and estimates. The
determination of fair value of these assets utilizes 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 $8.1 million in property related losses and
an additional $3.9 million in discontinued operations during the year ended
September 30, 2003 as a result of 31 locations that were either under
performing, terminated, disposed, or prematurely closed. 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 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. For the fiscal year
ended September 30, 2002, the Company recorded $10.3 million of impairment
charges related to long-lived assets and a $9.3 million impairment charge
related to goodwill. The $9.3 million goodwill impairment charge was reflected
as a cumulative effect of an accounting change in fiscal year 2002.

Contract and Lease Rights

As of September 30, 2003, the Company had $102.3 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

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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 September 30, 2003, the Company had $49.6 million of trade
receivables, including management accounts receivable and accounts receivable 
other. Additionally, the Company had a recorded allowance for doubtful
accounts of $3.7 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.

Lease Termination Costs

The Company has recognized lease termination costs related to disposal
activities initiated after December 31, 2002 in accordance with SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities, in its
financial statements. Lease termination costs related to disposal activities
initiated prior to December 31. 2002, were recognized in accordance with
Emerging Issues Task Force Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring).Lease termination costs are based
upon certain estimates of liabilities related to costs to exit an activity.
Liability estimates may change as a result of future events, such as the
settlement of a lease termination for an amount less than the amount
contractually required.

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 estimable, 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.
Beginning in 2003, management engaged an actuary to assist in determining the
liability reserves for customer injury and damage claims. 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 income 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 was established for certain net operating loss carry
forwards where their 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.

During the fiscal year, the Company eliminated deferred tax valuation
allowances on acquired operating loss carry forwards totaling $11,949,000,
because management determined that the deferred tax assets from these operating
loss carry forwards would be realized. Since these deferred tax assets were
obtained from previous acquisitions where goodwill was recorded, the Company
reduced such goodwill by the amount of the elimination of the deferred tax
valuation allowance.

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Results of Operations

Year Ended September 30, 2003 Compared to Year Ended September 30, 2002

Parking revenues are comprised of revenue from leased and owned
facilities. Parking revenues in fiscal year 2003 increased to $595.3 million
from $585.4 million in fiscal year 2002, an increase of $9.9 million, or 1.7%.
The increase resulted from a $6.9 million increase in same-store revenues in
the New York region as locations in that area recovered from the effects of the
September 11, 2001 terrorist attacks. The increase was
also the result of $3.0 million of revenues from locations added during fiscal
years 2003 and 2002. Despite the modest increase in fiscal 2003, parking
revenues were affected by continued weakness in the economy, which reduced
demand for parking and limited the Companys ability to increase rates.

Management
contract and other revenues (excluding reimbursement of
management contract expenses) increased in fiscal year 2003 to $123.0 million
from $120.3 million in fiscal year 2002, an increase of $2.7 million, or 2.2%.
The majority of the increase is due to new business and increased insurance
charges.

Revenues from
foreign operations (excluding reimbursement of management
contract revenues) increased to $45.9 million for fiscal year 2003 compared to
$38.5 million for fiscal year 2002, an increase of
$7.4 million, or 19.2%. The increase primarily resulted from an
agreement with Connex South Eastern Limited (Connex), a
private rail company which was responsible for operating certain rail
lines for the Strategic Rail Authority (SRA), a United
Kingdom government agency. Under the contract, the Company leased 82
parking facilities located at stations on the rail lines. Connexs
contract with the SRA was subsequently terminated and the Company has
entered into a new management agreement to operate the facilities for
the SRA.

Cost of
parking in fiscal year 2003 increased to $551.8 million or
92.7% of parking revenues from
$515.5 million or 88.1% of parking revenues in fiscal year 2002, an increase of $36.3 million, or 7.1%. The
increase is primarily due to higher rent expense of $11.5 million,
$5.0 million increase in insurance claims expense, $3.5 million
increase in equipment expense, $3.1 million
increase in property taxes expense and $2.7 million increase in snow removal
expense. During the second half of fiscal 2003, the Company took actions it
believes are likely to reduce certain operating expenses. However, due to the
relatively fixed nature of rent and certain other expenses at leased and owned
locations, these actions are not expected to reduce cost
of parking as a percentage of parking revenues to the level in 2002.

Cost of management contracts in fiscal year 2003 increased to $67.3
million from $49.2 million in fiscal year 2002. The cost of
management contracts, as a percentage of management
contract and other revenues, excluding reimbursement of management contract
expenses, was 54.7% in fiscal year 2003 compared to 40.9% in fiscal year 2002.
The increase in cost was primarily caused by an increase in insurance related
items of $12.0 million, including group insurance and general liability claims,
$3.7 million increase in bad debt expense and $2.4 million increase in other
costs. The increase in bad debt expense was attributed to reserve increases as
a result of deterioration in aging of select accounts, and balances whose
resolution is in litigation. The Company has implemented cost sharing programs
for medical, liability and workers compensation insurance and has taken other
steps it believes are likely to reduce insurance claim costs.

General and administrative expenses increased to $85.7 million in 2003
from $71.0 million in 2002, an increase of $14.7 million, or 20.8%. This
increase is primarily due to $7.2 million in payroll and bonus expense, $1.5
million in deferred compensation, $4.1 million in professional services and
$1.9 million in other general and administrative expenses. General and
administrative expenses increased as a percentage of total revenue (excluding
reimbursement of management contract expenses) to 11.9% in 2003 from 10.1% in
2002.

Amortization of non-compete agreements was $0.2 million in fiscal year
2003, compared to $0.4 million in fiscal year 2002. With the adoption of SFAS
No. 142 on October 1, 2001, the Company no longer amortizes goodwill.

Net property-related losses for fiscal year 2003 were $8.1 million
compared to $1.3 million in fiscal year 2002. The $8.1 million loss was
comprised of impairments of $3.9 million of contract rights and deferred
expenses and $4.2 million of leasehold improvements related to locations which
management plans to continue to operate. The determination and measurement of an impairment loss under these
accounting standards require the significant use of judgment and estimates. The
determination of fair value of these assets utilizes 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.
Management determined that the projected cash flows for these
locations would not be enough to recover the remaining value of the assets.
Impairment charges recognized in fiscal year 2003 were based on estimated fair
values using projected cash flows of the applicable parking facility discounted
at the Companys average

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cost of funds. On January 28, 2002, the Company sold its 50% interest in
Civic Parking, LLC (Civic) for $18.4 million. The transaction resulted in a
pre-tax gain of $3.9 million, which is included as a property-related gain for
the year ended September 30, 2002. Additionally, the Company recognized $5.2
million of pre-tax gains on sales of property during 2002, primarily from the
condemnation of a property in Houston. These gains were offset by impairment
charges of $7.8 million for leasehold improvements, contract rights and prepaid
rent primarily at locations in New York City.

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 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 fiscal year 2003,
the Company either disposed of or designated as held-for-sale or disposal 31
locations, resulting in income from discontinued operations of $1.7 million.
Included in discontinued operations in 2003 is $653,000 of impairment charges
related to certain properties sold or held for sale. The Companys 2002 and
2001 results were reclassified to reflect the operations of these 31 locations
as discontinued operations, net of related income taxes.

Interest income in fiscal year 2003 decreased to $4.7 million from $6.3
million in fiscal year 2002. Interest expense increased in fiscal year 2003 to
$17.9 million from $12.5 million in fiscal year 2002 due primarily to an
increase in the interest rate of the Companys credit facility, which was
refinanced in February of 2003 and amended in August 2003. The Companys
variable rate debt was negatively impacted by the increase in the spread it
pays to its lender group as a result of the refinancing. Deferred finance cost
of $0.8 million and interest rate swap costs of $0.9 million were written off
to interest expense during the second quarter of 2003 as a result of the
refinancing. The Company also incurred waiver related fees of $0.4 million
that were included in interest expense.

The weighted average balance outstanding for the Companys debt
obligations and convertible securities was $357.4 million during the fiscal
year ended September 30, 2003, at a weighted average interest rate of 5.9%
compared to a weighted average balance outstanding of $365.5 million at a
weighted average rate of 4.7% during the fiscal year ended September 30, 2002.
Deferred finance costs were included in the calculation of the weighted average
interest rate.

Dividends on the Trust Issued Preferred Securities decreased to $4.2
million in fiscal year 2003 from $4.9 million in fiscal year 2002 due to the
repurchase and retirement of Preferred Securities with a face value of $31.9
million in 2002.

On June 28, 2002, the Company repurchased 138,800 shares of the Trust
Issued Preferred Securities for $2.5 million. On March 30, 2002, the Company
repurchased 500,000 shares of the Trust Issued Preferred Securities for $9.3
million. On December 28, 2001, the Company repurchased 637,795 shares of the
Trust Issued Preferred Securities for $10.0 million. For the year ended
September 30, 2002, these transactions resulted in pre-tax gains of $9.2
million, net of write-downs of a proportionate share of the related deferred
finance costs of $0.9 million. There were no purchases for fiscal year 2003.

Equity in partnership and joint venture earnings decreased to $2.2 million
in fiscal year 2003 from $4.0 million in fiscal year 2002. Due to the Company
purchasing some of the underlying properties of the partnerships and including
the earnings from those properties in revenues due to the change in status of
the property.

The Companys effective income tax rate after minority interest and before
cumulative effect of accounting change and discontinued operations was 41.6% in
fiscal year 2003 compared to 35.8% in fiscal year 2002. The increase in the
effective tax rate is primarily attributable to an increase in jobs credit
coupled with decrease in operating earnings. The Companys effective tax rate
is expected to be approximately 36% before discontinued operations for fiscal year
2004. The decrease in the Companys estimated income tax rate from 41.6% in
2003 to 36% in 2004 is primarily attributed to sustained jobs credits coupled
with an increase in projected operating earnings.

Year Ended September 30, 2002 Compared to Year Ended September 30, 2001

Parking revenues are comprised of revenue from leased and owned
facilities. Parking revenues in fiscal year 2002 decreased to $585.4 million
from $594.5 million in fiscal year 2001, a decrease of $9.1 million, or 1.5%.
The decrease primarily resulted from a $12.5 million decrease in same-store
revenues, which includes a $7.9 million decrease in New York region same-store
revenues caused mainly by the effects of the September 11, 2001 terrorist
attacks and a $4.6 million decrease in same-store revenues from all other
locations reflecting primarily decreases in monthly parking activity due to the
effects of the general economic slowdown and the related increase in
unemployment rates. This decrease was partially offset by $7.3 million of new
parking revenues from the USA and Park One acquisitions.

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Management contract and other revenues (excluding reimbursement of
management contract expenses) increased in fiscal year 2002 to $120.3 million
from $101.0 million in fiscal year 2001, an increase of $19.3 million, or
19.2%. The USA and Park One acquisitions were responsible for $7.0 million of
the increase, with the remainder coming from new business growth and increased
fees.

Revenues from foreign operations (excluding reimbursement of management
contract revenues) decreased to $38.5 million for fiscal year 2002 compared to
$39.5 million for fiscal year 2001, a decrease of $1.0 million, or 2.5%.

Cost of parking in fiscal year 2002 increased to $515.5 million from
$504.7 million in fiscal year 2001, an increase of $10.8 million, or 2.1%. The
increase is primarily due to a $3.6 million, or 1.2%, increase in rent expense
due to new lease agreements, a $3.7 million, or 3.3%, increase in payroll
expense due to the addition of USA and Park One, and a $4.7 million, or 23.7%,
increase in depreciation and amortization due to the addition of $33.3 million
of contract and lease rights during fiscal year 2002. Cost of parking as a
percentage of parking revenues increased to 88.1% in fiscal year 2002 from
84.9% in fiscal year 2001. The increase is due to the inability of the Company
to fully adjust the fixed expense component of its cost structure to match its
lower parking revenues.

Cost of management contracts in fiscal year 2002 increased to $49.2
million from $41.2 million in fiscal year 2001, an increase of $8.0 million, or
19.4%. The cost of management contracts, as a percentage of management
contract and other revenues, excluding reimbursement of management contract
expenses, remained relatively constant at 40.9% in fiscal year 2002 compared to
40.8% in fiscal year 2001. The increases are consistent with the increase in
management contract and other revenues and are primarily a result of higher
medical and workers compensation expenses.

General and administrative expenses increased to $71.0 million in 2002
from $66.8 million in 2001, an increase of $4.2 million, or 6.2%. This
increase is due primarily to $2.2 million of additional expenses due to the USA
and Park One acquisitions. General and administrative expenses increased as a
percentage of total revenue (excluding reimbursement of management contract
expenses) to 10.1% in 2002 from 9.6% in 2001.

Amortization of goodwill and non-compete agreements was $0.4 million in
fiscal year 2002, compared to $12.0 million in fiscal year 2001. With the
adoption of SFAS No. 142 on October 1, 2001, the Company no longer amortizes
goodwill.

Net property-related losses for fiscal year 2002 were $1.3 million
compared to $6.9 million in fiscal year 2001. On January 28, 2002, the Company
sold its 50% interest in Civic Parking, LLC (Civic) for $18.4 million. The
transaction resulted in a pre-tax gain of $3.9 million, which is included as a
property-related gain for the year ended September 30, 2002. Additionally, the
Company recognized $5.2 million of pre-tax gains on sales of property during
the year, primarily from the condemnation of a property in Houston. These
gains were offset by impairment charges of $10.3 million for leasehold
improvements, contract rights and prepaid rent primarily at locations in New
York City. Included in net gains on sale of property for fiscal year 2001 is a
$250 thousand loss for environmental liability costs related to a property
previously owned by the Company. The Company recorded impairment charges of
$8.3 million in fiscal year 2001, including $5.5 million attributable to
properties where the carrying value of goodwill, contract rights and lease
rights was no longer supportable by projected future cash flows, and $2.8
million related to equipment and leasehold improvements. Of these impairment
charges, $3.4 million related to properties in New York, $2.8 million in San
Francisco, $0.7 million in New Jersey and the remaining $1.4 million in various
other locations. In 2001, the Company also incurred $7.7 million of costs to
exit unfavorable lease agreements.

Interest income in fiscal year 2002 increased slightly to $6.3 million
from $6.1 million in fiscal year 2001. Interest expense decreased in fiscal
year 2002 to $12.5 million from $20.6 million in fiscal year 2001 due to the
continued decrease in market interest rates. The Companys variable rate debt
was positively impacted during fiscal year 2002 by the decline in interest
rates.

The weighted-average balance outstanding of the Companys debt obligations
and convertible securities was $365.5 million during fiscal year 2002 at a
weighted average rate of 4.7% compared to a weighted average balance of $398.4
million at a weighted average rate of 6.2% during fiscal year 2001. Deferred
finance costs were included in the calculation of the weighted average interest
rate.

Dividends on the Trust Issued Preferred Securities decreased to $4.9
million in fiscal year 2002 from $5.9 million in fiscal year 2001 due to the
retirement of Preferred Securities with a face value of $31.9 million.

On June 28, 2002, the Company repurchased 138,800 shares of the Trust
Issued Preferred Securities for $2.5 million. On March 30, 2002, the Company
repurchased 500,000 shares of the Trust Issued Preferred Securities for $9.3
million. On December 28, 2001, the Company repurchased 637,795 shares of the
Trust Issued Preferred Securities for $10.0 million. For the

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year ended September 30, 2002, these transactions resulted in pre-tax
gains of $9.2 million, net of writedowns of a proportionate share of the
related deferred finance costs of $0.9 million.

Equity in partnership and joint venture earnings decreased to $4.0 million
in fiscal year 2002 from $5.1 million in fiscal year 2001. The decrease is
primarily due to the sale of the Civic partnership in
January 2002.

The Companys effective income tax rate after minority interest and before
cumulative effect of accounting changes was 35.8% in fiscal year 2002 compared
to 42.3% in fiscal year 2001. The decrease in the effective tax rate is
primarily attributable to elimination of goodwill amortization due to the
adoption of SFAS No. 142.

In July 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 142, Goodwill and Other Intangible Assets.SFAS No. 142 requires
that goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead be tested for impairment at least annually. Any
impairment loss would be measured as of the date of adoption and recognized as
the cumulative effect of an accounting change. For the Company, SFAS No. 142
had to be adopted by October 1, 2002, but could be adopted earlier. The
Company elected early adoption as of October 1, 2001. The transitional
provisions of SFAS No. 142 required the Company to perform an assessment of
whether goodwill was impaired as of the date of adoption. The Company
completed the assessment process and recorded as a cumulative effect of an
accounting change a charge of $9.3 million (net of an income tax benefit of $28
thousand) related to business units in Chicago and New Jersey as of October 1,
2001.

Quarterly Results

The Company has and may continue to experience fluctuations in revenues
and related expenses due to a variety of factors, including but not limited to
acquisitions, pre-opening costs and start-up relating to new locations, travel
and transportation patterns affected by weather and calendar related events,
and local, regional and national economic conditions. The Companys
concentration of parking facilities in the northeastern and mid-Atlantic part
of the United States continues to expose the Company to the risk of negative
financial fluctuations that may result from severe winter weather and other
local or regional factors, including acts of terrorism. Additionally, the
Company services the parking for a number of sports stadiums and arenas, and
the operating results of such parking facilities can be impacted by strikes and
the relative degree of success of various sports teams. The following table
sets forth certain quarterly statements of operations data for the eight fiscal
year quarters preceding the end of the fiscal year and the percentage of net
revenues represented by the line items presented (except in the case of per
share amounts). The quarterly statement of operations data set forth below was
derived from unaudited financial statements of the Company and includes all
adjustments which the Company considers necessary for a fair presentation
thereof.

Amounts in thousands, except per share data

2003 Fiscal YearDecember 31
    
    March 31
    
    June 30
    
    September 30Total revenues, excluding
reimbursement of management
contract expenses
    
    $
    180,584
    
    
    
    100.0
    %
    
    $
    175,454
    
    
    
    100.0
    %
    
    $
    182,436
    
    
    
    100.0
    %
    
    $
    179,818
    
    
    
    100.0
    %Property related losses, net
    
    
    
    
    
    
    
    
    
    
    (2,528
    )
    
    
    (1.4
    )
    
    
    (4,435
    )
    
    
    (2.4
    )
    
    
    (1,113
    )
    
    
    (0.6
    )Operating earnings (loss)
    
    
    13,628
    
    
    
    7.5
    
    
    
    (7,615
    )
    
    
    (4.3
    )
    
    
    (5,011
    )
    
    
    (2.7
    )
    
    
    4,224
    
    
    
    2.4Earnings (loss) from continuing
operations
    
    
    6,422
    
    
    
    3.6
    
    
    
    (7,551
    )
    
    
    (4.3
    )
    
    
    (5,097
    )
    
    
    (2.8
    )
    
    
    7
    
    
    
    Discontinued operations, net of tax
    
    
    444
    
    
    
    0.2
    
    
    
    (1,600
    )
    
    
    (0.9
    )
    
    
    (31
    )
    
    
    (
    )
    
    
    2,879
    
    
    
    1.6Net earnings (loss)
    
    
    6,866
    
    
    
    3.8
    
    
    
    (9,151
    )
    
    
    (5.2
    )
    
    
    (5,128
    )
    
    
    (2.8
    )
    
    
    2,886
    
    
    
    1.6Earnings (loss) from continuing
operations per share  basic
    
    $
    0.18
    
    
    
    
    
    
    $
    (0.21
    )
    
    
    
    
    
    $
    (0.14
    )
    
    
    
    
    
    $
    Discontinued operations, net of tax
    
    
    0.01
    
    
    
    
    
    
    
    (0.04
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.08Net earnings (loss)  basic
    
    $
    0.19
    
    
    
    
    
    
    $
    (0.25
    )
    
    
    
    
    
    $
    (0.14
    )
    
    
    
    
    
    $
    0.08Earnings (loss) from continuing
operations per share  dilutive
    
    $
    0.18
    
    
    
    
    
    
    $
    (0.21
    )
    
    
    
    
    
    $
    (0.14
    )
    
    
    
    
    
    $
    Discontinued operations, net of tax
    
    
    0.01
    
    
    
    
    
    
    
    (0.04
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.08Net earnings (loss)  dilutive
    
    $
    0.19
    
    
    
    
    
    
    $
    (0.25
    )
    
    
    
    
    
    $
    (0.14
    )
    
    
    
    
    
    $
    0.08


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2002 Fiscal YearDecember 31
    
    March 31
    
    June 30
    
    September 30Total revenues, excluding reimbursement
of management contract expenses
    
    $
    174,168
    
    
    
    100.0
    %
    
    $
    176,381
    
    
    
    100.0
    %
    
    $
    180,051
    
    
    
    100.0
    %
    
    $
    175,109
    
    
    
    100.0
    %Property related gains (losses), net
    
    
    4,008
    
    
    
    2.3
    
    
    
    3,024
    
    
    
    1.7
    
    
    
    (2,298
    )
    
    
    (1.3
    )
    
    
    (5,986
    )
    
    
    (3.4
    )Operating earnings
    
    
    22,514
    
    
    
    12.9
    
    
    
    20,510
    
    
    
    11.6
    
    
    
    17,140
    
    
    
    9.5
    
    
    
    8,284
    
    
    
    4.7Earnings from continuing operations
before cumulative effect
of accounting change
    
    
    15,501
    
    
    
    8.9
    
    
    
    12,710
    
    
    
    7.2
    
    
    
    9,920
    
    
    
    5.5
    
    
    
    4,061
    
    
    
    2.3Cumulative effect of accounting change
    
    
    (9,341
    )
    
    
    (5.4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Discontinued operations, net of tax
    
    
    184
    
    
    
    0.2
    
    
    
    181
    
    
    
    
    
    
    
    183
    
    
    
    
    
    
    
    369
    
    
    
    Net earnings
    
    
    6,344
    
    
    
    3.6
    
    
    
    12,891
    
    
    
    7.3
    
    
    
    10,103
    
    
    
    5.6
    
    
    
    4,431
    
    
    
    2.5Earnings from continuing
operations before cumulative effect
of accounting change per share  basic
    
    $
    0.43
    
    
    
    
    
    
    $
    0.36
    
    
    
    
    
    
    $
    0.28
    
    
    
    
    
    
    $
    0.12Cumulative effect of accounting change,
net of tax
    
    
    (0.26
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Discontinued operations, net of tax
    
    
    0.01
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net earnings  basic
    
    $
    0.18
    
    
    
    
    
    
    $
    0.36
    
    
    
    
    
    
    $
    0.28
    
    
    
    
    
    
    $
    0.12Earnings from continuing
operations before cumulative effect
of accounting change per share  dilutive
    
    $
    0.43
    
    
    
    
    
    
    $
    0.35
    
    
    
    
    
    
    $
    0.27
    
    
    
    
    
    
    $
    0.11Cumulative effect of accounting change,
net of tax
    
    
    (0.26
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Discontinued operations, net of tax
    
    
    0.01
    
    
    
    
    
    
    
    0.01
    
    
    
    
    
    
    
    0.01
    
    
    
    
    
    
    
    Net earnings  dilutive
    
    $
    0.18
    
    
    
    
    
    
    $
    0.36
    
    
    
    
    
    
    $
    0.28
    
    
    
    
    
    
    $
    0.11


Fourth quarter 2003 results from continuing operations were reduced by $1.0
million in severance costs and $1.1 million in property-related impairment
costs. The Company also increased its workers compensation and general
liability reserves by $3.7 million due to higher claims and changes in its
actuarial estimates. Fourth quarter earnings from continuing operations for
2002 were reduced by $6.0 million of property-related impairment costs. Fourth
quarter 2003 results included cash proceeds of $8.3 million from the sale of
properties. The net gain, after taxes, was $5.4 million and was recognized in
discontinued operations.

Liquidity and Capital Resources

Net cash provided by operating activities for fiscal year 2003 was $20.2
million, a decrease of $54.6 million from net cash provided by operating
activities of $74.8 million during fiscal year 2002. The primary factors which
contributed to this change were unfavorable changes in net (loss) earnings and
a change in deferred income taxes.

Net cash used by investing activities was $31.1 million for fiscal year
2003 compared to $37.5 million of net cash used by investing activities in
fiscal year 2002. This change was primarily due to a decline in purchases of
contract and lease rights and businesses offset by an increase in purchases of
property, equipment and leasehold improvements during 2003.

Net cash provided (used) by financing activities for fiscal year 2003 was
$8.3 million, a net increase of $53.6 million from fiscal year 2002. Net cash
provided by financing activities in fiscal year 2003 consisted of debt
repayment of $78.7 million and repayments under the revolving credit agreement
of $87.5 million offset by proceeds from issuance of notes payable, net of
issuance costs of $176.3 million.

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. Proceeds from the
Credit Facility were used to refinance the previous credit facility (the 1999
Credit Facility).

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 September 30,
2003 was 337 basis points. The

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amount outstanding under the Companys Credit Facility was $233.1 million
with a weighted average interest rate of 5.00% as of September 30, 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 $74.0 million
at September 30, 2003, which is net of $42.0 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. As of March 31, 2003, the
Company was in default due to non-compliance with both the leverage and senior
leverage ratios. A temporary waiver was obtained from the lenders for the
quarter ended March 31, 2003, subject to certain conditions. Pursuant to the
provisions of the Emerging Issues Task Force (EITF) No. 86-30, Classification
of Obligations When a Violation Is Waived by the Creditor, the Company
projected future compliance with the existing covenants and concluded that
non-compliance with the same covenants at the next quarterly measurement date
was probable. As a result, the Credit Facility was classified as a current
liability at March 31, 2003. The temporary waiver required the Company to
complete an amendment to the Credit Facility.

The Company completed an amendment of the Credit Facility on August 12,
2003. The Company paid a fee of $1.5 million in connection with obtaining the
amendment. The amendment included changes to the permitted covenant ratios;
limitation of capital expenditures, acquisitions and loans; adjusted pricing
with additional tiers and new provisions for asset dispositions. The amended
facility included a new pricing tier that adds 25 basis points when the
Companys leverage ratio exceeds a certain level. The Company was in compliance
with the amended financial covenants as of September 30, 2003. Accordingly,
the Credit Facility has been classified as a long-term liability as of
September 30, 2003.

In March 1999, the Company entered into the 1999 Credit Facility initially
providing for an aggregate availability of up to $400 million consisting of a
five-year $200 million revolving credit facility, including a sub-limit of $40
million for stand-by letters of credit, and a $200 million five-year term loan.
The 1999 Credit Facility bore interest at LIBOR plus a grid-based margin
dependent upon the Company achieving certain financial ratios. The amount
outstanding under the Companys 1999 Credit Facility was $221.5 million with a
weighted average interest rate of 3.2% as of September 30, 2002, including the
principal amount of the term loan of $75.0 million. The term loan was required
to be repaid in quarterly payments of $12.5 million through March 2004. The
aggregate availability under the 1999 Credit Facility was $24.4 million at
September 30, 2002, which is net of $29.1 million of stand-by letters of
credit. On February 14, 2000, the Company entered into an amendment and
restatement to the 1999 Credit Facility agreement primarily to allow the
Company to repurchase up to $50 million in outstanding shares of its common
stock. This amendment and restatement required the Company to pay an amendment
fee of $681 thousand, which was being amortized over the life of the 1999
Credit Facility. The 1999 Credit Facility was repaid in full on February 28,
2003 through proceeds from the Credit Facility.

Depending on the timing and magnitude of the Companys future investments
(either in the form of leased or purchased properties, joint ventures, or
acquisitions), the working capital necessary to satisfy current obligations is
anticipated to be generated from operations and the Credit Facility over the
next twelve months. In the ordinary course of business, Central Parking is
required to maintain and, in some cases, make capital improvements to the
parking facilities it operates. If Central Parking identifies investment
opportunities or has needs requiring cash in excess of Central Parkings cash
flows and the existing Credit Facility, Central Parking may seek additional
sources of capital, including seeking to amend the Credit Facility to obtain
additional debt capacity; however, there can be no assurance such additional
capacity could be obtained. The current market value of Central Parking common
stock also could have an impact on Central Parkings ability to complete
significant acquisitions or raise additional capital.

Future Cash Commitments

On January 18, 2000, the Companys board of directors authorized the
repurchase of up to $50 million in outstanding shares of the Companys capital
stock. The Companys bank lenders subsequently approved the repurchase program
on February 14, 2000. As of September 30, 2003, the Company had repurchased
$49.8 million of common and preferred securities under this authorization.

The Company routinely makes capital expenditures to maintain or enhance
parking facilities under its control. The Company expects such capital
expenditures for fiscal year 2004 to be approximately $17 to $20 million.

Historically, the Company has paid dividends on its common stock and
expects to pay dividends in the future. Common stock dividends of $2.2 million
were paid during fiscal year 2003.

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The following tables summarize the Companys total contractual obligations
and commercial commitments as of September 30, 2003 (amounts in thousands):

Payments due by periodLess than
    
    2-3
    
    4-5
    
    After 5Total
    
    1 Year
    
    Years
    
    Years
    
    YearsLong-term debt
    
    $
    269,794
    
    
    $
    2,925
    
    
    $
    20,811
    
    
    $
    120,996
    
    
    $
    125,062Capital lease obligations
    
    
    790
    
    
    
    698
    
    
    
    90
    
    
    
    2
    
    
    
    Convertible securities
    
    
    78,085
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,085Operating leases
    
    
    1,272,975
    
    
    
    209,608
    
    
    
    334,865
    
    
    
    216,849
    
    
    
    511,653Total contractual cash obligations
    
    $
    1,621,644
    
    
    $
    213,231
    
    
    $
    355,766
    
    
    $
    337,847
    
    
    $
    714,800


Amount of commitment expiration per periodLess than
    
    1-3
    
    4-5
    
    After 5Total
    
    1 Year
    
    Years
    
    Years
    
    YearsUnused lines of credit
    
    $
    74,042
    
    
    $
    
    
    
    $
    
    
    
    $
    74,042
    
    
    $
    Stand-by letters of credit
    
    
    41,958
    
    
    
    41,958
    
    
    
    
    
    
    
    
    
    
    
    Guarantees
    
    
    1,000
    
    
    
    
    
    
    
    1,000
    
    
    
    
    
    
    
    Other commercial commitments
    
    
    2,640
    
    
    
    2,640
    
    
    
    
    
    
    
    
    
    
    
    Total commercial commitments
    
    $
    119,640
    
    
    $
    44,598
    
    
    $
    1,000
    
    
    $
    74,042
    
    
    $
    


Other
commercial commitments consists of guaranteed priority distributions to
the minority partner of Edison Parking Management, L.P.

International Foreign Currency Exposure

The Company operates wholly-owned subsidiaries in the United Kingdom,
Canada and Spain. Total revenues from wholly-owned foreign operations amounted
to 6.4%, 5.5% and 5.7% of total revenues (excluding reimbursement of management
contract expenses) for the years ended September 30, 2003, 2002 and 2001,
respectively. Additionally, the Company operates through joint ventures in
Mexico, Germany, Poland, Greece, Venezuela, Colombia and Peru. The Company
intends to invest in foreign leased or owned facilities, usually through joint
ventures, and may become increasingly exposed to foreign currency fluctuations.
The Company, in limited circumstances, has denominated contracts in U.S.
dollars to limit currency exposure. Presently, the Company has limited exposure
to foreign currency risk and has no hedging programs related to such risk. The
Company anticipates implementing a hedging program if such risk materially
increases. For the year ended September 30, 2003, revenues from operations in
the United Kingdom and Canada represented 59.5% and 26.8%, respectively, of
total revenues generated by foreign operations, excluding reimbursement of
management contract expenses.

Impact of Inflation and Changing Prices

The primary sources of revenues to the Company are parking revenues from
owned and leased locations and management contract revenue on managed parking
facilities. The Company believes that inflation has had a limited impact on its
overall operations for fiscal years ended September 30, 2003, 2002 and 2001 and
does not expect inflation to have a material effect on its overall operations
in fiscal year 2004.

Newly Issued Accounting Standards

In November 2002, the FASB issued Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others, an interpretation of FASB Statements No.
5, 57 and 107 and a rescission of FASB Interpretation No. 34. This
Interpretation elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under guarantees
issued. The Interpretation also clarifies that a guarantor is required to
recognize, at inception of a guarantee, a liability for the fair value of the
obligation undertaken. The disclosure requirements are effective for financial
statements of interim and annual periods ending after December 15, 2002. The
impact on the Companys financial statements from the application of the
recognition and measurement provisions of the Interpretation is dependent on
the level of guarantees issued or modified in 2003. No guaranties were issued
or modified during the fiscal year ended September 30, 2003, which were
impacted by the provisions of FASB Interpretation No. 45.

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In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure, an amendment of FASB Statement No.
123. This Statement amends FASB 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 amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements. The Company adopted the disclosure provisions of SFAS No.
148 during the first quarter of fiscal 2003.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51.The primary
objectives of Interpretation No. 46 are to provide guidance on the
identification of entities for which control is achieved through means other
than through voting rights (variable interest entities or VIEs) and how to
determine when and which business enterprise should consolidate the VIE (the
primary beneficiary). This new model for consolidation applies to an entity
in which either (1) the equity investors (if any) do not have a controlling
financial interest or (2) the equity investment at risk is insufficient to
finance that entitys activities without receiving additional subordinated
financial support from other parties. In addition, Interpretation No. 46
requires that both the primary beneficiary and all other enterprises with a
significant variable interest in a VIE make additional disclosures. The
Company has 19 variable interest entities with which it holds a significant
variable interest, but is not the primary beneficiary:

Commencement of
    
    
    
    
    
    %
    
    
    
    
    
    Number of ParkingEntity
    
    Operations
    
    Nature of Activities
    
    Ownership
    
    Location
    
    SpacesCentral Parking
System of Mexico, SA De CV
    
    Aug-94
    
    Leases and manages parking lots
    
    
    50.00
    %
    
    Mexico
    
    
    64,062Other investments
    
    
    
    
    
    Ownership,management,
    
    
    
    
    
    Mexico andin VIEs
    
    Oct 80-July 99
    
    and leases parking lots
    
    
    3.32%-50
    %
    
    Various states
    
    
    11,652


The Company adopted the provisions of Interpretation No. 46 on July 1,
2003. The initial adoption of Interpretation No. 46 did not have any effect on
the Companys financial statements.

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
circumstances) 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 and is otherwise
effective at the beginning of the first interim period beginning after June 15,
2003. The Company adopted the provisions of SFAS No. 150 on July 1, 2003. The
Company did not enter into any financial instruments within the scope of SFAS
No. 150 after May 31, 2003. Adoption of this statement did not have any effect
on the Companys financial statements.

Off Balance Sheet Arrangements

On March 15, 2000, a limited liability company (LLC) of which the
Company is the sole shareholder purchased the Black Angus Garage, a multi-level
structure with 300 parking stalls, located in New York City, for $19.6 million.
$13.3 million of the purchase was financed through a five-year note bearing
interest at one month floating LIBOR plus 162.5 basis points. The note is
collateralized by the parking facility. The $12.9 million remaining principal
balance at September 30, 2003 will be due at the end of the five-year loan
term. To hedge the Companys cash flow exposure to interest rate fluctuations,
the Company entered into a five-year LIBOR swap, yielding an effective interest
cost of 8.91% and an effective monthly principal and interest payment of
approximately $108 thousand for the five-year period. The Company guaranteed
$1 million of the debt. The remainder of the purchase price was financed from
borrowings from the 1999 Credit Facility.

The
Company has various ownership interests in certain unconsolidated
partnerships and joint ventures, some of which are variable interest
entities under FASB Interpretation No. 46. See Notes 1 and 8 to the
Consolidated Financial Statements for information regarding the
Companys investments in unconsolidated partnerships and joint
ventures.

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Risk Factors

You should carefully consider the following specific risk factors as well
as the other information contained or incorporated by reference in this
financial information, as these are important factors, among others, that could
cause our actual results to differ from our expected or historical results. It
is not possible to predict or identify all such factors. Consequently, you
should not consider any such list to be a complete statement of all of our
potential risks or uncertainties.

The failure to successfully integrate past and future acquisitions could
have a negative impact on Central Parkings business and the market price of
its common stock.

Central Parking completed acquisitions of Sterling LTD in fiscal year 2003
and USA Parking Systems, Inc., Universal Park Holdings and Park One of
Louisiana during fiscal year 2002, and plans to seek additional acquisition
opportunities on a selective basis in the future. Central Parking can give no
assurance that any acquired facility or company will be successfully integrated
into its operations. Also, because of the purchase price paid by Central
Parking or because of the performance of acquired operations after such
acquisitions, there can be no assurance that the results of the acquired
operations will not be dilutive to Central Parkings per share earnings. Any
acquisition contemplated or completed by Central Parking may result in adverse
short-term effects on Central Parkings reported operating results, divert
managements attention, introduce difficulties in retaining, hiring and
training key personnel, and introduce risks associated with unanticipated
problems or legal liabilities, some or all of which could have a negative
effect on Central Parkings business and financial results.

The Companys financial performance is sensitive to changes in economic
conditions that may impact employment and consumer spending.

The general economic slowdown in the United States has adversely affected
employment levels and consumer spending, which has, in turn, reduced the demand
for parking. The reduced demand for parking has negatively impacted the
Companys revenues and net income. Future economic conditions affecting
disposable consumer income, employment levels, business conditions, fuel and
energy costs, interest rates, and tax rates, are also likely to adversely
affect the Companys business.

The Companys 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.

The Companys operations in the Northeastern and Mid-Atlantic regions of
the United States, which includes the cities of New York, Newark, Boston,
Philadelphia, and Pittsburgh, generated approximately 38.6% of the Companys
total revenues (excluding reimbursement of management contract expenses) in
fiscal year 2003. Revenues from the companys operations in New York City and
surrounding areas accounted for approximately 26.2% of the Companys total
revenues (excluding reimbursement of management expenses) in fiscal 2003. The
concentration of operations in these areas increases the risk that local or
regional events or factors that affect these cities or regions such as severe
winter weather, labor strikes, changes in local or state laws and regulations,
economic conditions or acts of terrorism, can have a disproportionate impact on
the Companys operating results and financial condition.

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Changes in the insurance marketplace, including significantly higher
premiums, higher deductibles and coverage restrictions and increased claims
costs, have negatively impacted the Companys net income and could have a
material adverse effect on the results of operations and financial condition of
the Company in the future.

The Company purchases insurance covering certain types of claims that
occur at parking facilities it owns, leases or manages. In addition, the
Company purchases workers compensation, group health, directors and officers
liability and certain other insurance coverages. Due to changes in the
insurance marketplace, including changes related to the September 11, 2001
tragedy, the Company has experienced a substantial increase in the premiums it
pays for most types of insurance coverage and an increase in the deductibles
relating to such coverage. The Company also has experienced an increase in
certain claims costs, including workers compensation, liability and group
health. In addition, coverages of certain types of risk, such as terrorism
coverage, have been significantly restricted or are no longer available. The
changes in the insurance marketplace, including increased premium and claims
costs, higher deductibles and coverage restrictions, negatively impacted the
Companys earnings in fiscal years 2003 and 2002 and could have a material
adverse effect on the results of operations and financial condition of the
Company in the future.

Acts of terrorism, such as the September 11, 2001 attacks, can have a
significant adverse affect on the Companys results of operations and financial
condition.

The Company estimates that the terrorist attacks on September 11, 2001
reduced the Companys revenues in the fourth quarter of fiscal year 2001 by
approximately $5 million and approximately $10 million in the first half of
fiscal year 2002. Not only did the attack cause physical damage to some of the
parking facilities operated by the Company, but the reduction in the number of
commuters parking in the areas affected, reduction in tourists and local
consumers traveling to the area as well as the broader reduction in airplane
travel and lower attendance at sporting events, concerts and other venues, also
impacted our operations adversely. The closing of streets in the vicinity of
the World Trade Center and other areas of New York City and the imposition of
certain restrictions on traffic and other security measures in New York City
and at the nations airports also had a negative impact on the Companys
operations. The Companys operations are concentrated heavily in the downtown
areas of major U.S. cities and some are located near landmarks or other sites
that have been mentioned as potential targets of terrorists. In addition, the
Company manages the parking operations at approximately 25 airports, including
the airports in several major cities. Additional terrorist attacks or the
imposition of additional security measures, particularly in New York,
Washington, D.C. or other major cities in which the Company has a significant
presence, or at airports, could have a material adverse effect on the Companys
results of operations and financial condition.

The offer or sale of a substantial amount of Central Parking common stock
by significant shareholders of the Company could have an adverse impact on the
market price of Central Parking common stock.

In February 2001, the Company filed a registration statement on Form S-3
covering 7,381,618 shares of the Companys common stock held by certain
shareholders of the Company. These shares were registered pursuant to
registration rights previously granted to these shareholders. These
shareholders may sell all or a portion of the shares that were registered on
any stock exchange, market or trading facility on which the shares are traded,
or in private transactions. Other substantial shareholders of the Company,
including the Chairman and Chief Executive Officer of Central Parking, Monroe
Carell, Jr., the Carell Childrens Trust, and other family members and related
entities (the Carell Family), are permitted to sell significant amounts of
the Companys common stock under Rule 144 and other exemptions from
registration under the federal securities laws. In addition, the Carell Family
has certain rights to register substantially all of the shares held by the
family and related entities. The offer or sale of substantial amounts of
Central Parking common stock by these or other significant shareholders,
particularly if such offers or sales occur simultaneously or relatively close
in time, could have a significant negative impact on the stocks market price.

The Company is dependent on the continued availability of capital to
support its business.

The Company has significant working capital requirements, including but
not limited to, repair and maintenance obligations for many of its parking
facilities. The Company is dependant on the cash generated from its operations
and its credit facility to meet its working capital requirements. During 2003,
the Company refinanced its 1999 Credit Facility. 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s inability to meet debt
covenants and debt service payments under the new Credit Facility would have a
material adverse effect on the Company.

The Company is subject to interest rate risk.

The Company is subject to market risk from exposure to changes in interest
rates based upon its financing, investing and cash management activities. 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 September 30, 2003 was

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337 basis points. The amount outstanding under the Companys Credit
Facility was $233.1 million with a weighted average interest rate of 5.00% as
of September 30, 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 weighted average interest rate on the
Companys Credit Facility at September 30, 2003 was 5.0%. An increase
(decrease) in LIBOR of 1% would result in an increase (decrease) of annual
interest expense of $2.3 million based on the Companys outstanding Credit
Facility balance of $233.1 million at September 30, 2003. The Company expects
to pay both quarterly principle amortization and monthly interest payments out
of operating cash flow.

The Companys large number of leased and owned facilities increases the
risk that the Company may become unprofitable and that it may not be able to
cover the fixed costs of its leased and owned facilities.

The Company leased or owned 2,003 facilities as of September 30, 2003.
Although there is more potential for income from leased and owned facilities
than from management contracts, they also carry more risk if there is a
downturn in the economy, property performance or commercial real estate
occupancy rates because a significant part of the costs to operate such
facilities typically is fixed. For example, in the case of leases, there are
typically minimum lease payments that must be made regardless of the revenues
or profitability of the facility. In the case of owned facilities, there are
the normal risks of ownership and costs of capital. In addition, operating
expenses for both leased and owned facilities are borne by Central Parking and
are not passed through to the owner, as is the case with management contracts.
In the case of owned facilities and generally in the case of longer-term leased
facilities, the Company also is responsible for property taxes and all
maintenance and repair costs, including structural, mechanical and systems
repairs. Performance of Central Parkings parking facilities depends, in part,
on the Companys ability to negotiate favorable contract terms and control
operating expenses, economic conditions prevailing generally and in areas where
parking facilities are located, the nature and extent of competitive parking
facilities in the area, weather conditions and the real estate market.

An increase in government regulation or taxation could have a negative
effect on the Companys profitability.

The Companys business is subject to numerous federal, state and local
laws and regulations, and in some cases, municipal and state authorities
directly regulate parking facilities. In addition, many cities impose a
substantial tax or surcharge on parking services, which generally range from
10% to 31%. The Companys business is also affected by increases in property
taxes. Several state and local laws have been passed in recent years which are
designed to encourage car-pooling or the use of mass transit or impose certain
restrictions on automobile usage. An example is the restrictions imposed by the
City of New York in the wake of the September 11 terrorist attacks, which
included street closures and a requirement for passenger cars entering certain
bridges and tunnels to have more than one occupant during the morning rush
hour. The Company also is subject to federal, state and local employment and
labor laws and regulations, and several cities in which the Company has
operations either have adopted or are considering the adoption of so-called
living wage ordinances. The adoption of such laws and regulations, the
imposition of additional parking taxes or surcharges and increases in property
and other taxes could adversely impact the Companys profitability.

The sureties for our performance bond program may increase rates further
and require additional collateral to issue or renew performance bonds in
support of certain contracts.

Under substantially all of our contracts with municipalities and
government entities and airports, we are required to provide a performance bond
to support our obligations under the contract. We are also required to provide
performance bonds under certain leases and other contracts with
non-governmental entities. Due to our financial results in fiscal 2003 and the
financial state of the surety bond industry, the sureties for our performance
bond program have increased and rates have required us to collateralize a
greater percentage of our performance bonds with letters of credit. As a
result, our working capital needs have increased and our borrowing capacity has
decreased since letters of credit used by us to collateralize surety bonds
reduces the availability of funds under our credit facility. Although the
Company believes its performance bond program is adequate for its present
needs, we are unable to provide sufficient collateral in the future, our
sureties may not issue performance bonds to support our obligations under
certain contracts.

As is customary in the industry, a surety provider can refuse to provide a
bond principal with new or renewal surety bonds. If any existing or future
surety provider refuses to provide us with surety bonds, there can be no
assurance that we would be able to find alternate providers on acceptable
terms, or at all. Our inability to provide surety bonds could result in the
loss of existing contracts or future business, which could have a material
adverse effect on our business and financial condition.

Our net income could be adversely affected if reserves for future
insurance losses are not adequate.

We provide liability, medical and workers compensation insurance coverage
under our various management contracts. We are obligated to pay for each loss
incurred up to the amount of a deductible specified in our insurance policies.
Our financial statements reflect our anticipated costs based upon loss
experience and guidance and evaluation we have received from third party
insurance professionals, such as actuaries. There can be no assurance,
however, that the ultimate amount of such costs will not exceed the amount
presently reserved, in which case we would need to increase reserves and pay
additional expenses.

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The operation of our business is dependent on key personnel.

Our success is, and will continue to be, substantially dependent upon the
continued services of our management team. The loss of the services of one or
more of the members of our senior management team could have a material adverse
effect on our financial condition and the results of operations. Although we
have entered into employment agreements with, and historically have been
successful in retaining the services of our senior management, there can be no
assurance that we will be able to retain these senior management people in the
future. In addition, our future growth depends on our ability to attract and
retain skilled operating managers and employees.

We have foreign operations that may be adversely affected by foreign
currency exchange rate fluctuations.

Central Parking operates in the United Kingdom, Germany, Mexico, the
Republic of Ireland, Chile, Poland, Greece, Switzerland, Colombia, Peru,
Venezuela, Canada and Spain, and seeks to expand its business in these and
other international locations. For the year ended September 30, 2003, revenues
from foreign operations represented 6.4% of Central Parkings total revenues,
excluding reimbursement of management contract expenses. The Companys United
Kingdom operations accounted for 59.5% of total revenues, excluding
reimbursement of management contract expense and excluding earnings from joint
ventures. Central Parking receives revenues and incurs expenses in various
foreign currencies in connection with its foreign operations and, as a result,
Central Parking is subject to currency exchange rate fluctuations. Central
Parking intends to continue to invest in foreign leased or owned parking
facilities, either independently or through joint ventures, where appropriate,
and may become increasingly exposed to foreign currency fluctuations. Central
Parking believes it has currently limited exposure to foreign currency risk and
does not have a foreign currency hedging program.

In connection with ownership or operation of parking facilities, we may be
potentially liable for environmental problems.

Under various federal, state, and local environmental laws, ordinances,
and regulations, a current or previous owner or operator of real property may
be liable for the cost of removal or remediation of hazardous or toxic
substances on, under, or in such property. Such laws typically impose liability
without regard to whether the owner or operator knew of, or was responsible
for, the presence of such hazardous or toxic substances. There can be no
assurance that a material environmental claim will not be asserted against
Central Parking or against its owned or operated parking facilities. The cost
of defending against claims of liability, or of remediating a contaminated
property, could have a negative effect on Central Parkings business and
financial results.

If we cannot maintain positive relationships with labor unions
representing our employees, a work stoppage may adversely affect our business.

Approximately 4,200 employees of Central Parking are represented by labor
unions. There can be no assurance that Central Parking will be able to renew
existing labor union contracts on acceptable terms. Employees could exercise
their rights under these labor union contracts, which could include a strike or
walk-out. In such cases, there are no assurances that Central Parking would be
able to staff sufficient employees for its short-term needs. Any such labor
strike or the inability of Central Parking to negotiate a satisfactory contract
upon expiration of the current agreements could have a negative effect on
Central Parkings business and financial results.






|         |  |                                                          
|-------- |  | ---------------------------------------------------------
|Item 7a. |  | 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 September 30, 2003, the
Company had $233.1 million of variable rate debt outstanding under the Credit
Facility, priced at LIBOR plus a weighted average 337 basis points. The term
loan 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. The Company anticipates paying the scheduled quarterly
payments from cash flows from operations.

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 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 Company had a $25.0 million swap that matured on October 29, 2003.
This swap hedged the 1999 Credit facility that was paid in full in February of
2003. Under the terms of that agreement, the Company continued to pay the fixed
interest through maturity. Because this swap was not associated with any debt
subsequent to the 1999 Credit Facility being repaid in February 2003, it

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did not qualify as a cash flow hedge subsequent to that date. Therefore, any
changes in fair value of this swap subsequent to February 2003, were recorded
through the consolidated statement of operations. The three interest
rate cap agreements, which mature on March 19, 2004, also hedged
the 1999 Credit Facility. 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 statement of
operations.

The weighted average interest rate on the Companys Credit Facility at
September 30, 2003 was 5.0%. The 5.0% rate includes all outstanding LIBOR
contracts and swap agreements at September 30, 2003. An increase (decrease) in
LIBOR of 1% would result in an increase (decrease) of annual interest expense
of $2.3 million assuming the Companys outstanding Credit Facility balance of
$233.1 million at September 30, 2003 remained the same.

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 with a five-year note bearing interest at one-month floating
LIBOR plus 162.5 basis points. To fix the interest rate, the Company entered
into a five-year LIBOR swap, yielding an effective interest cost of 8.91% for
the five-year period. The notional amount of the swap is reduced in
conjunction with the principal payments on the related variable rate debt.

Foreign Currency Exposure

The Companys exposure to foreign exchange risk is minimal. As of
September 30, 2003, the Company has approximately GBP 0.6 million (USD $1.0
million) of cash and cash equivalents denominated in British pounds, EUR 3.1
million (USD $3.6 million) denominated in euros, CAD 3.6 million (USD $2.7
million) denominated in Canadian dollars, and USD $1.2 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 September 30, 2003.
These notes bear interest at a floating rate of 5.34% as of September 30, 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 September 30, 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.

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|        |  |                                            
|------- |  | -------------------------------------------
|Item 8. |  | Financial Statements and Supplementary Data

CENTRAL PARKING CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGEIndependent Auditors Report
    
    
    36Consolidated Balance Sheets as of September 30, 2003 and 2002
    
    
    37Consolidated Statements of Operations for the Years Ended September 30,
2003, 2002 and 2001
    
    
    38Consolidated Statements of Shareholders Equity and
Comprehensive Income (Loss) for the Years Ended September 30, 2003, 2002 and 2001
    
    
    39Consolidated Statements of Cash Flows for the Years Ended September 30,
2003, 2002 and 2001
    
    
    40Notes to Consolidated Financial Statements
    
    
    42Schedule II  Valuation and Qualifying Accounts
    
    
    68Schedule IV  Mortgage Loans on Real Estate
    
    
    68


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INDEPENDENT AUDITORS REPORT

The Board of Directors
Central Parking Corporation:

We have audited the accompanying consolidated balance sheets of Central
Parking Corporation and subsidiaries (the Company) as of September 30, 2003
and 2002, and the related consolidated statements of operations, shareholders
equity and comprehensive income (loss), and cash flows for each of the years in
the three-year period ended September 30, 2003. In connection with our audits
of the consolidated financial statements, we have also audited the financial
statement Schedule II  Valuation and Qualifying Accounts and financial
statement Schedule IV  Mortgage Loans on Real Estate as of September 30, 2003
and for each of the years in the three-year period ended September 30, 2003.
These consolidated financial statements and financial statement schedules are
the responsibility of the Companys management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedules based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Central
Parking Corporation and subsidiaries as of September 30, 2003 and 2002, and the
results of their operations and their cash flows for each of the years in the
three-year period ended September 30, 2003, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, the related financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present
fairly, in all material respects, the information set forth therein.

As discussed in Note 5 to the consolidated financial statements, the
Company changed its method of accounting for goodwill in 2002.

KPMG LLP

Nashville, Tennessee
November 4, 2003

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CENTRAL PARKING CORPORATION and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

Amounts in thousands, except share and per share data

September 30,2003
    
    2002ASSETSCurrent assets:Cash and cash equivalents
    
    $
    31,572
    
    
    $
    33,498Management accounts receivable, net of allowance for doubtful accounts of
$3,720 and $561 at September 30, 2003 and 2002, respectively
    
    
    34,174
    
    
    
    39,664Accounts receivable  other
    
    
    15,440
    
    
    
    15,714Current portion of notes receivable (including amounts due
from related parties of $3,370 in 2003 and $8,972 in 2002)
    
    
    8,220
    
    
    
    11,549Prepaid expenses
    
    
    11,424
    
    
    
    9,835Assets held for sale
    
    
    39,417
    
    
    
    Refundable income taxes
    
    
    5,483
    
    
    
    Deferred income taxes
    
    
    
    
    
    
    72Total current assets
    
    
    145,730
    
    
    
    110,332Notes receivable, less current portion
    
    
    40,879
    
    
    
    41,210Property, equipment, and leasehold improvements, net
    
    
    414,265
    
    
    
    434,733Contract and lease rights, net
    
    
    102,315
    
    
    
    108,406Goodwill, net
    
    
    230,312
    
    
    
    242,141Investment in and advances to partnerships and joint ventures
    
    
    13,649
    
    
    
    12,836Other assets
    
    
    42,297
    
    
    
    49,226Total Assets
    
    $
    989,447
    
    
    $
    998,884LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and capital lease obligations
    
    $
    3,623
    
    
    $
    53,318Accounts payable
    
    
    80,128
    
    
    
    73,638Accrued expenses
    
    
    43,661
    
    
    
    43,659Management accounts payable
    
    
    22,392
    
    
    
    22,671Income taxes payable
    
    
    
    
    
    
    9,851Total current liabilities
    
    
    149,804
    
    
    
    203,137Long-term debt and capital lease obligations, less current portion
    
    
    266,961
    
    
    
    207,098Deferred rent
    
    
    27,569
    
    
    
    29,104Deferred income taxes
    
    
    3,010
    
    
    
    13,825Other liabilities
    
    
    16,303
    
    
    
    20,259Total liabilities
    
    
    463,647
    
    
    
    473,423Company-obligated mandatorily redeemable convertible securities of
subsidiary holding solely parent debentures
    
    
    78,085
    
    
    
    78,085Minority interest
    
    
    31,189
    
    
    
    31,572Shareholders equity:Common stock, $0.01 par value; 50,000,000 shares authorized,
36,170,274 and 35,951,626 shares issued and outstanding at
September 30, 2003 and 2002, respectively
    
    
    362
    
    
    
    360Additional paid-in capital
    
    
    246,559
    
    
    
    242,112Accumulated other comprehensive income (loss), net
    
    
    78
    
    
    
    (2,377
    )Retained earnings
    
    
    170,232
    
    
    
    176,924Other
    
    
    (705
    )
    
    
    (1,215
    )Total shareholders equity
    
    
    416,526
    
    
    
    415,804Total Liabilities and Shareholders Equity
    
    $
    989,447
    
    
    $
    998,884


See accompanying notes to consolidated financial statements.

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CENTRAL PARKING CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

Amounts in thousands, except per share data

Year Ended September 30,2003
    
    2002
    
    2001Revenues:Parking
    
    $
    595,252
    
    
    $
    585,369
    
    
    $
    594,533Management contract and other
    
    
    123,040
    
    
    
    120,341
    
    
    
    100,959718,292
    
    
    
    705,710
    
    
    
    695,492Reimbursement of management contract expenses
    
    
    418,058
    
    
    
    390,306
    
    
    
    373,413Total revenues
    
    
    1,136,350
    
    
    
    1,096,016
    
    
    
    1,068,905Costs and expenses:Cost of parking
    
    
    551,824
    
    
    
    515,480
    
    
    
    504,701Cost of management contracts
    
    
    67,285
    
    
    
    49,155
    
    
    
    41,188General and administrative
    
    
    85,716
    
    
    
    70,973
    
    
    
    66,805Goodwill and noncompete amortization
    
    
    165
    
    
    
    403
    
    
    
    12,041704,990
    
    
    
    636,011
    
    
    
    624,735Reimbursed management contract expenses
    
    
    418,058
    
    
    
    390,306
    
    
    
    373,413Total costs and expenses
    
    
    1,123,048
    
    
    
    1,026,317
    
    
    
    998,148Property-related losses, net
    
    
    (8,076
    )
    
    
    (1,251
    )
    
    
    (6,907
    )Operating earnings
    
    
    5,226
    
    
    
    68,448
    
    
    
    63,850Other income (expenses):Interest income
    
    
    4,735
    
    
    
    6,314
    
    
    
    6,086Interest expense
    
    
    (17,887
    )
    
    
    (12,488
    )
    
    
    (20,568
    )Dividends on company-obligated mandatorily redeemable
convertible securities of a subsidiary trust
    
    
    (4,179
    )
    
    
    (4,868
    )
    
    
    (5,886
    )Gain on repurchase of company-obligated mandatorily
redeemable convertible securities of a subsidiary trust
    
    
    
    
    
    
    9,245
    
    
    
    Gain on sale of non-operating assets
    
    
    3,279
    
    
    
    
    
    
    
    Equity in partnership and joint venture earnings
    
    
    2,244
    
    
    
    3,967
    
    
    
    5,081(Loss) earnings from continuing operations before minority interest,
income taxes, and cumulative effect of accounting change
    
    
    (6,582
    )
    
    
    70,618
    
    
    
    48,563Minority interest, net of tax
    
    
    (4,064
    )
    
    
    (4,874
    )
    
    
    (3,502
    )(Loss) earnings from continuing operations before income taxes
and cumulative effect of accounting change
    
    
    (10,646
    )
    
    
    65,744
    
    
    
    45,061Income tax benefit (expense):Current
    
    
    (7,042
    )
    
    
    (25,291
    )
    
    
    (26,397
    )Deferred
    
    
    11,469
    
    
    
    1,739
    
    
    
    7,350Total income tax benefit (expense)
    
    
    4,427
    
    
    
    (23,552
    )
    
    
    (19,047
    )(Loss) earnings from continuing operations before cumulative
effect of accounting change
    
    
    (6,219
    )
    
    
    42,192
    
    
    
    26,014Cumulative effect of accounting change, net of tax
    
    
    
    
    
    
    (9,341
    )
    
    
    (258
    )(Loss) earnings from continuing operations
    
    
    (6,219
    )
    
    
    32,851
    
    
    
    25,756Discontinued operations, net of tax
    
    
    1,692
    
    
    
    917
    
    
    
    97Net (loss) earnings
    
    $
    (4,527
    )
    
    $
    33,768
    
    
    $
    25,853Basic (loss) earnings per share:(Loss) earnings from continuing operations before cumulative
effect of accounting change
    
    $
    (0.17
    )
    
    $
    1.18
    
    
    $
    0.73Cumulative
effect of accounting change, net of tax
    
    
    
    
    
    
    (0.26
    )
    
    
    Discontinued operations, net of tax
    
    
    0.05
    
    
    
    0.03
    
    
    
    Net (loss) earnings
    
    $
    (0.13
    )
    
    $
    0.94
    
    
    $
    0.72Diluted (loss) earnings per share:(Loss) earnings from continuing operations before cumulative
effect of accounting change
    
    $
    (0.17
    )
    
    $
    1.17
    
    
    $
    0.73Cumulative effect of accounting change, net of tax
    
    
    
    
    
    
    (0.26
    )
    
    
    (0.01
    )Discontinued operations, net of tax
    
    
    0.05
    
    
    
    0.03
    
    
    
    Net (loss) earnings
    
    $
    (0.13
    )
    
    $
    0.93
    
    
    $
    0.72


See accompanying notes to consolidated financial statements.

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CENTRAL PARKING CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
and COMPREHENSIVE INCOME (LOSS)

Amounts in thousands, except per share data

AccumulatedOtherAdditional
    
    Comprehensive
    
    
    
    
    
    OtherNumber of
    
    Common
    
    Paid-in
    
    Income
    
    Retained
    
    Shareholders'Shares
    
    Stock
    
    Capital
    
    (Loss), net
    
    Earnings
    
    Equity
    
    TotalBalance at September 30, 2000
    
    
    36,330
    
    
    $
    363
    
    
    $
    248,817
    
    
    $
    (144
    )
    
    $
    121,612
    
    
    $
    (391
    )
    
    $
    370,257Issuance under restricted stock
plan and employment agreements
    
    
    2
    
    
    
    
    
    
    
    48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48Issuance under Employee Stock
Purchase Plan
    
    
    72
    
    
    
    1
    
    
    
    1,101
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,102Common stock dividends, $0.06 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,157
    )
    
    
    
    
    
    
    (2,157
    )Exercise of stock options and warrants and
related tax benefits
    
    
    78
    
    
    
    1
    
    
    
    1,339
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,340Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    391
    
    
    
    391Issuance of stock into Rabbi Trust
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (705
    )
    
    
    (705
    )Repurchase of common stock
    
    
    (690
    )
    
    
    (7
    )
    
    
    (12,841
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,848
    )Comprehensive income:Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,853
    
    
    
    
    
    
    
    25,853Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    176
    
    
    
    
    
    
    
    
    
    
    
    176Unrealized loss on fair value of derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,011
    )
    
    
    
    
    
    
    
    
    
    
    (2,011
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,018Balance at September 30, 2001
    
    
    35,792
    
    
    $
    358
    
    
    $
    238,464
    
    
    $
    (1,979
    )
    
    $
    145,308
    
    
    $
    (705
    )
    
    $
    381,446Issuance under restricted stock
plan and employment agreements
    
    
    3
    
    
    
    
    
    
    
    63
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63Issuance under Employee Stock
Purchase Plan
    
    
    63
    
    
    
    1
    
    
    
    969
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    970Common stock dividends, $0.06 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,152
    )
    
    
    
    
    
    
    (2,152
    )Exercise of stock options and
related tax benefits
    
    
    129
    
    
    
    1
    
    
    
    2,339
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,340Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    255
    
    
    
    255Issuance of restricted stock units
    
    
    
    
    
    
    
    
    
    
    765
    
    
    
    
    
    
    
    
    
    
    
    (765
    )
    
    
    Repurchase of common stock
    
    
    (35
    )
    
    
    
    
    
    
    (488
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (488
    )Comprehensive income:Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,768
    
    
    
    
    
    
    
    33,768Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (430
    )
    
    
    
    
    
    
    
    
    
    
    (430
    )Unrealized gain on fair value of derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    32Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,370Balance at September 30, 2002
    
    
    35,952
    
    
    $
    360
    
    
    $
    242,112
    
    
    $
    (2,377
    )
    
    $
    176,924
    
    
    $
    (1,215
    )
    
    $
    415,804Issuance under restricted stock
plan and employment agreements
    
    
    13
    
    
    
    1
    
    
    
    215
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    216Issuance under Employee Stock
Purchase Plan
    
    
    164
    
    
    
    1
    
    
    
    3,550
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,551Common stock dividends, $0.06 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,165
    )
    
    
    
    
    
    
    (2,165
    )Exercise of stock options and
related tax benefits
    
    
    41
    
    
    
    
    
    
    
    682
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    682Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    510
    
    
    
    510Comprehensive (loss) income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,527
    )
    
    
    
    
    
    
    (4,527
    )Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    629
    
    
    
    
    
    
    
    
    
    
    
    629Unrealized gain on available-for-sale
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    168
    
    
    
    
    
    
    
    
    
    
    
    168Unrealized gain on fair value of derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,658
    
    
    
    
    
    
    
    
    
    
    
    1,658Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,072
    )Balance at September 30, 2003
    
    
    36,170
    
    
    $
    362
    
    
    $
    246,559
    
    
    $
    78
    
    
    $
    170,232
    
    
    $
    (705
    )
    
    $
    416,526


See accompanying notes to consolidated financial statements.

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CENTRAL PARKING CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in thousands

Year Ended September 30,2003
    
    2002
    
    2001Cash flows from operating activities:Net (loss) earnings
    
    $
    (4,527
    )
    
    $
    33,768
    
    
    $
    25,853Earnings from discontinued operations
    
    
    (1,692
    )
    
    
    (917
    )
    
    
    (97
    )(Loss) earnings from continuing operations
    
    
    (6,219
    )
    
    
    32,851
    
    
    
    25,756Adjustments to reconcile (loss) earnings from continuing operations to net cash
provided by operating activities  continuing operations:Depreciation and amortization
    
    
    35,173
    
    
    
    34,500
    
    
    
    44,263Equity in partnership and joint venture earnings
    
    
    (2,244
    )
    
    
    (3,967
    )
    
    
    (5,081
    )Distributions from partnerships and joint ventures
    
    
    1,375
    
    
    
    3,938
    
    
    
    3,300Gain on sale of non-operating assets
    
    
    (3,279
    )
    
    
    
    
    
    
    Property related losses, net
    
    
    3,450
    
    
    
    906
    
    
    
    7,255Gain on repurchase of company-obligated mandatorily redeemable
convertible securities of a subsidiary trust
    
    
    
    
    
    
    (9,245
    )
    
    
    Loss on derivatives related to refinancing
    
    
    918
    
    
    
    
    
    
    
    Decrease in fair value of derivatives
    
    
    12
    
    
    
    
    
    
    
    Cumulative effect of accounting changes, net of tax
    
    
    
    
    
    
    9,341
    
    
    
    258Deferred income taxes
    
    
    (11,469
    )
    
    
    (1,739
    )
    
    
    (7,350
    )Minority interest
    
    
    4,064
    
    
    
    4,874
    
    
    
    3,502Changes in operating assets and liabilities, excluding effects of acquisitions:Management accounts receivable
    
    
    5,490
    
    
    
    (4,967
    )
    
    
    (819
    )Accounts receivable  other
    
    
    274
    
    
    
    1,001
    
    
    
    (1,154
    )Prepaid expenses
    
    
    (1,373
    )
    
    
    (2,896
    )
    
    
    2,773Other assets
    
    
    (3,389
    )
    
    
    (288
    )
    
    
    (9,301
    )Accounts payable, accrued expenses and other liabilities
    
    
    1,186
    
    
    
    (1,583
    )
    
    
    (4,966
    )Management accounts payable
    
    
    (279
    )
    
    
    1,692
    
    
    
    (12,911
    )Deferred rent
    
    
    (1,535
    )
    
    
    6,794
    
    
    
    2,703Refundable income taxes
    
    
    (5,483
    )
    
    
    
    
    
    
    Income taxes payable
    
    
    2,149
    
    
    
    2,691
    
    
    
    (1,145
    )Net cash provided by operating activities  continuing operations
    
    
    18,821
    
    
    
    73,903
    
    
    
    47,083Net cash provided by operating activities  discontinued operations
    
    
    1,692
    
    
    
    917
    
    
    
    97Net cash provided by operating activities
    
    
    20,513
    
    
    
    74,820
    
    
    
    47,180Cash flows from investing activities:Proceeds from disposition of property and equipment
    
    
    26,147
    
    
    
    16,651
    
    
    
    30,800Proceeds from sale of investment in partnership
    
    
    
    
    
    
    18,399
    
    
    
    Purchase of property, equipment and leasehold improvements
    
    
    (53,924
    )
    
    
    (36,522
    )
    
    
    (28,639
    )Purchase of contract and lease rights
    
    
    (7,186
    )
    
    
    (18,948
    )
    
    
    (2,583
    )Acquisitions, net of cash acquired
    
    
    (1,997
    )
    
    
    (17,788
    )
    
    
    Other investing activities
    
    
    5,823
    
    
    
    698
    
    
    
    1,596Net cash (used) provided by investing activities
    
    
    (31,137
    )
    
    
    (37,510
    )
    
    
    1,174Cash flows from financing activities:Dividends paid
    
    
    (2,165
    )
    
    
    (2,152
    )
    
    
    (2,157
    )Net (repayments) borrowings under revolving credit agreement
    
    
    (87,500
    )
    
    
    33,500
    
    
    
    22,488Proceeds from issuance of notes payable, net of issuance costs
    
    
    176,332
    
    
    
    1,136
    
    
    
    Principal repayments on long-term debt and capital lease obligations
    
    
    (78,664
    )
    
    
    (54,214
    )
    
    
    (55,629
    )Payment to minority interest partners
    
    
    (4,116
    )
    
    
    (4,563
    )
    
    
    (4,239
    )Repurchase of common stock
    
    
    
    
    
    
    (488
    )
    
    
    (12,848
    )Repurchase of mandatorily redeemable securities
    
    
    
    
    
    
    (21,823
    )
    
    
    Proceeds from issuance of common stock and exercise of stock options
    
    
    4,182
    
    
    
    3,373
    
    
    
    2,490Net cash provided (used) by financing activities
    
    
    8,069
    
    
    
    (45,231
    )
    
    
    (49,895
    )Foreign currency translation
    
    
    629
    
    
    
    (430
    )
    
    
    176Net decrease in cash and cash equivalents
    
    
    (1,926
    )
    
    
    (8,351
    )
    
    
    (1,365
    )Cash and cash equivalents at beginning of year
    
    
    33,498
    
    
    
    41,849
    
    
    
    43,214Cash and cash equivalents at end of year
    
    $
    31,572
    
    
    $
    33,498
    
    
    $
    41,849


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Consolidated Statements of Cash Flows continued:

Year Ended September 30,2003
    
    2002
    
    2001Non-cash transactions:Purchase of properties with notes payable
    
    $
    
    
    
    $
    16,500
    
    
    $
    Purchase of lease rights and contract rights with notes payable
    
    $
    
    
    
    $
    
    
    
    $
    318Unrealized (gain) loss on fair value of derivatives
    
    $
    (1,826
    )
    
    $
    (32
    )
    
    $
    2,011Cash payments for:Interest
    
    $
    14,020
    
    
    $
    11,652
    
    
    $
    18,511Income taxes
    
    $
    12,256
    
    
    $
    22,770
    
    
    $
    27,207Effects of acquisitions:Estimated fair value of assets acquired
    
    $
    632
    
    
    $
    20,020
    
    
    $
    Purchase price in excess of the net assets acquired (goodwill)
    
    
    
    
    
    
    880
    
    
    
    Purchase price in excess of the net assets acquired (contract rights)
    
    
    2,333
    
    
    
    
    
    
    
    Estimated fair values of liabilities assumed
    
    
    (968
    )
    
    
    (2,936
    )
    
    
    Cash paid
    
    
    1,997
    
    
    
    17,964
    
    
    
    Less cash acquired
    
    
    
    
    
    
    (176
    )
    
    
    Net cash paid for acquisitions
    
    $
    1,997
    
    
    $
    17,788
    
    
    $
    


See accompanying notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies

A summary of the significant accounting policies applied in the
preparation of the accompanying consolidated financial statements is as
follows:

(a) Organization and Basis of Presentation

Central Parking Corporation (CPC) is a United States company
incorporated in the State of Tennessee. The consolidated financial statements
include the accounts of Central Parking Corporation and its subsidiaries (the
Company or Central Parking) including Central Parking System, Inc. (CPS)
and its subsidiaries; Kinney System Holdings, Inc. and its subsidiaries
(Kinney); Central Parking System of the United Kingdom, Ltd. and its
subsidiary (CPS-UK); Central Parking System Realty, Inc. and its subsidiaries
(Realty); Allright Holdings, Inc. and its subsidiaries (Allright),
including Edison Parking Management, L.P. (Edison), a 50% owned partnership
whereby Allright is the general partner and has effective control of the
partnership based on the terms of the partnership agreement. The results of
operations of the remaining 50% of Edison are eliminated as a minority
interest. All significant intercompany transactions have been eliminated in
consolidation.

The Company owns, operates and manages parking facilities and provides
parking consulting services throughout the world, primarily in the United
States, Canada, and the United Kingdom. The Company manages and operates owned
or leased parking facilities, manages and operates parking facilities owned or
leased by third parties, and provides financial and other advisory services to
clients.

(b) Revenues

Parking revenues include the parking revenues from leased and owned
locations. Management contract revenues represent revenues (both fixed and
performance-based fees) from facilities managed for other parties and
miscellaneous fees for accounting, insurance and other ancillary services such
as consulting and transportation management services. Parking revenues from
transient parking are recognized as cash is received. Parking revenues from
monthly parking customers, fixed fee management contract revenues and
miscellaneous management fees are recognized on a monthly basis based on the
terms of the underlying contracts. Management contract revenues related to
performance-based arrangements are accrued when the performance measures have
been met.

Management accounts payable reflected on the accompanying consolidated
balance sheets is reflected net of cash. Such cash balances belong to the
owners of the various managed facilities, but they are held by the Company and
are used to pay expenses of the managed facilities and ultimately to settle the
balance due to the owners of the managed facilities.

The Company adopted Staff Accounting Bulletin No. 101, Revenue Recognition
in Financial Statements(SAB 101) during fiscal 2001 as a change in
accounting principle. Adoption of SAB 101 required the Company to change the
timing of recognition of performance-based revenues on certain management
contracts. The cumulative effect of this accounting change was a loss of $259
thousand, net of tax of $171 thousand, as of October 1, 2000.

In January 2002, the Emerging Issues Task Force (EITF) released Issue
No. 01-14, Income Statement Characterization of Reimbursements Received for
Out-of-Pocket Expenses Incurred,which the Company adopted in the third
quarter of fiscal year 2002. This pronouncement required the Company to
recognize as both revenues and expenses, in equal amounts, costs directly
reimbursed from its management clients. Previously, expenses directly
reimbursed under management agreements were netted against the reimbursement
received. Prior periods were reclassified to conform to the new presentation.
Adoption of the pronouncement resulted in an increase in total revenues and
total costs and expenses in equal amounts of $390.3 million and $373.4 million
for the years ended September 30, 2002 and 2001, respectively. This accounting
change had no impact on operating earnings or net earnings.

(c) Cash and Cash Equivalents

The Company considers cash and cash equivalents to include cash on hand,
in banks, and short-term, highly liquid investments with original maturities of
three months or less.

(d) Management Accounts Receivable

Management accounts receivable are recorded at the amount invoiced to
third parties for management contract revenues. 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

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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.

(e) Property, Equipment, and Leasehold Improvements

Property, equipment and leasehold improvements, including computer
hardware and software, are recorded at cost. Depreciation is provided
principally on a straight-line basis over the estimated useful life of the
asset, which is generally one to fifteen years for furniture, fixtures, and
equipment, three years for computer software, five years for computer hardware,
and thirty to forty years for buildings and garages. Leasehold improvements are
amortized over the remaining lease term or the estimated useful life of the
asset, whichever is shorter. Major additions and improvements to property and
equipment that extend their economic life are capitalized. Repair and
maintenance costs are charged to operating expense as incurred.

(f) Investment in and Advances to Partnerships and Joint Ventures

The Company has a number of joint ventures to operate and develop parking
garages through either corporate joint ventures, general partnerships, limited
liability companies, or limited partnerships. The financial results of the
Companys joint ventures are generally accounted for under the equity method
and are included in equity in partnership and joint venture earnings in the
accompanying consolidated statements of operations with the exception of
Edison, which is consolidated into the Companys financial statements based
upon the Companys control of Edison, with the remaining 50% recorded as
minority interest.

Amounts due from unconsolidated partnerships and joint ventures under
notes receivable are classified in the consolidated balance sheets as
investments in and advances to partnerships and joint ventures until amounts
due become payable in the next twelve months. When these amounts become due
within the next twelve months, such amounts are presented as current portion of
notes receivable from related parties in the consolidated balance sheets.

(g) Investment in Edison Parking Management, L.P.

On June 1, 1997, Allright acquired a 50% controlling interest in Edison.
Edisons assets include management contracts contributed by the limited
partner, Park Fast Parking Management, L.P. (Park Fast), a third party. These
management contracts were recorded at their estimated fair market value and are
being amortized on a straight-line basis over their estimated lives, which
average 12 years. Under the terms of the partnership agreement,
Park Fast is entitled to a $2.6 million priority distribution in
December 2003, which is guaranteed by the Company.

(h) Contract and Lease Rights

Contract and lease rights consist of capitalized payments made to third
parties which provide the Company the opportunity to manage or lease
facilities. Contract and lease rights are allocated among respective locations
and are amortized principally on a straight-line basis over the terms of the
related agreements, which range from five to thirty years or an estimated term
considering anticipated terminations and renewals. 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).

(i) Goodwill

Goodwill, which represents the excess of purchase price over the fair
value of net assets acquired and liabilities assumed in a business combination,
is not amortized as of fiscal year 2002, but is tested for impairment at least
annually and whenever events or circumstances occur indicating that goodwill
may be impaired.

(j) Other Assets

Other assets is comprised of a combination of the cash surrender value of
life insurance policies, investment securities, security deposits, key money,
deferred issuance costs on the mandatorily redeemable convertible securities,
deferred debt issuance costs and non-compete agreements. Investment securities
primarily consist of debt obligations of states and political subdivisions. As
of September 30, 2003, the balance of the investment securities was $4.2
million. These securities were previously classified as held-to-maturity. Such
securities were stated at amortized cost adjusted for amortization of premiums
and accretion of discounts. As of September 30, 2003, the balance of the
investment was $4.2 million. During fiscal year 2003, the Company sold a
portion of these securities, and accordingly reclassified the remaining
securities as available for sale. Available-for-sale securities are recorded
at fair value. Unrealized holding gains and losses, net of related tax
effects, on these securities are excluded from earnings and are reported as a
separate component of other comprehensive income until realized. Realized
gains and losses from the sale of available-for-sale securities are determined
on a specific-identification basis. Key money represents lease prepayments
tendered to lessors at the inception of long-term lease relationships and is
amortized over the life of the applicable lease. Non-compete agreements are
amortized over the contractual term of the agreement or the economic useful
life, whichever is shorter. Deferred issuance costs are amortized over the
contractual term of the related debt or redeemable convertible securities.

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(k) Lease Transactions and Related Balances

The Company accounts for operating lease obligations and sublease income
on a straight-line basis. Contingent or percentage payments are recognized when
operations indicate such amounts will be paid. Lease obligations paid in
advance are included in prepaid rent. The difference between actual lease
payments and straight-line lease expenses over the lease term is included in
deferred rent. Rent expense for all operating leases and rental income from
subleases are reflected in cost of parking or general and administrative
expenses.

In connection with certain acquisitions, the Company revalued certain
leases to estimated fair market value at the time of the respective
acquisition. Favorable operating leases of entities acquired represent the
present value of the excess of the current market rental over the contractual
lease payments. Unfavorable operating leases of entities acquired represent the
present value of the excess of the contractual lease payments over the current
market rental. Such adjustments are amortized on a straight-line basis over the
remaining term of the underlying lease, or 30 years, whichever is shorter.
Favorable and unfavorable lease rights are reflected on the accompanying
consolidated balance sheets in contract and lease rights and other liabilities,
respectively.

(l) Property-Related Losses, Net

Net property-related gains and losses on the accompanying consolidated
statements of operations include (i) realized gains and losses on the sale of
operating property and equipment, (ii) impairment of long-lived assets, and
(iii) costs incurred to terminate existing parking facility leases prior to
their contractual termination date.

(m) Impairment of Long-Lived Assets

In accounting for the Companys long-lived assets, other than goodwill,
the Company applies the provisions of SFAS No. 144, Accounting for the Disposal
or Impairment of Long-Lived Assets. Since October 1, 2001, the Company has
accounted for goodwill and other intangible assets under the provisions of SFAS
No. 142, Goodwill and Other Intangible Assets. The determination and
measurement of an impairment loss under these accounting standards require the
significant use of judgment and estimates. Future events may impact these
judgments and estimates.

(n) Income Taxes

The Company files a consolidated federal income tax return. The Company
uses the asset and liability method 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 and operating loss and tax credit carryforwards. 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 effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. The Company does not provide for federal income taxes on the
accumulated earnings considered permanently reinvested in foreign subsidiaries.

(o) Pre-opening Expense

The direct and incremental costs of hiring and training personnel
associated with the opening of new parking facilities and the associated
internal development costs are expensed as incurred.

(p) Per ShareData

Basic net 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 net earnings per share
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock
or resulted in the issuance of common stock that then shared in the earnings of
the Company.

(q) Foreign Currency Translation

The financial position and results of operations of the Companys foreign
subsidiaries and equity method joint ventures are measured using local currency
as the functional currency. Translation adjustments arising from the
differences in exchange rates from period to period are generally included in
the currency translation adjustment in shareholders equity.

(r) Fair Value of Financial Instruments

The Company discloses the fair values of financial instruments for which
it is practicable to estimate the value. Fair value disclosures exclude certain
financial instruments such as trade receivables and payables when carrying
values approximate the fair value. The fair values of the financial instruments
are estimates based upon current market conditions and quoted market prices for the

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same or similar instruments as of September 30. At September 30, 2003 and
2002, book value approximates fair value for substantially all of the Companys
assets, liabilities and derivatives that fall under the fair value disclosure
requirements.

(s) Stock Option Plan

In December 2002, the FASB issued 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 amends 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 (loss)
earnings if the fair-value-based method had been applied to record stock-based
compensation.

Year Ended September 30,2003
    
    2002
    
    2001Net (loss) earnings, as reported
    
    $
    (4,527
    )
    
    $
    33,768
    
    
    $
    25,853Add stock-based employee compensation expense
included in reported net (loss) earnings, net of tax
    
    
    
    
    
    
    
    
    
    
    Deduct total stock-based employee compensation expense
determined under fair-value-based method for all
awards, net of tax
    
    
    (5,799
    )
    
    
    (4,126
    )
    
    
    (3,674
    )Pro forma net (loss) earnings
    
    $
    (10,326
    )
    
    $
    29,642
    
    
    $
    22,179Net (Loss) earnings per share:Basic
 as reported
    
    $
    (0.13
    )
    
    $
    0.94
    
    
    $
    0.72Basic
 pro forma
    
    $
    (0.29
    )
    
    $
    0.83
    
    
    $
    0.62Diluted
 as reported
    
    $
    (0.13
    )
    
    $
    0.93
    
    
    $
    0.72Diluted
 pro forma
    
    $
    (0.29
    )
    
    $
    0.82
    
    
    $
    0.62


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 expenses were 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.

The estimated weighted average fair value of the options granted was $6.60
for 2003 option grants, $11.35 for 2002 option grants and $10.51 for 2001
option grants, using the Black-Scholes option pricing model with the following
assumptions: weighted average dividend yield based on historic dividend rates
at the date of grant, weighted average volatility of 50% for fiscal year 2003,
41% for fiscal year 2002, and 67% for fiscal year 2001, weighted average risk
free interest based on the treasury bill rate of 10-year instruments at the
date of grant, and a weighted average expected term of 4.9 years for 2003, 6.2
years for 2002 and 4.3 years for 2001.

(t) Business Concentrations

Approximately 39% and 42% of the Companys total revenues for fiscal year
2003 and 2002, respectively, excluding reimbursement of management contract
expenses, were attributable to parking and management contract operations
geographically located in the northeastern area of the United States. See also
Note 17.

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As of September 30, 2003, approximately 23.4% of the Companys employees
are subject to various collective bargaining agreements as members of unions.

(u) Risk Management

The Company utilizes a combination of indemnity and self-insurance
coverages, up to certain maximum losses for liability, health and workers
compensation claims. The accompanying consolidated balance sheets reflect the
estimated losses related to such risks. These policies have deductibles of up
to $250,000 per occurrence, which must be met before the insurance companies
are required to reimburse the Company for costs related to covered claims. As
a result, the Company is, in effect, self-insured for all claims up to the
deductible levels.

(v) Use of Estimates

The preparation of the consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make a number of estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and
the reported amounts of revenues and expenses during the reported period.
Actual results could differ from those estimates.

(w) 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.

The Company recognizes all derivatives as either assets or liabilities,
measured at fair value, in the statement of financial position.

At September 30, 2003, the Companys derivative financial instruments
consisted of three interest rate cap agreements with a combined notional amount
of $75 million and four interest rate swaps with a combined notional amount of
$125.4 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 sheet. The following table lists the fair value of
each type of derivative financial instrument (amounts in thousands):

September 30,
    
    September 30,2003
    
    2002Derivative instrument assets:Interest rate caps
    
    $
    
    
    
    $
    5Derivative instrument liabilities:Interest rate swaps
    
    $
    776
    
    
    $
    3,043


The underlying terms of three of the interest rate swaps and all of the
interest rate caps, 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
(loss) on the

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face of the consolidated balance sheet. The Company had a $25.0 million swap
that matured on October 29, 2003. This swap hedged the 1999 Credit facility
that was paid in full in February of 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 at September 30, 2003. Therefore any change in fair value
subsequent to February 2003, has been reflected in the consolidated statement
of operations. The three interest rate cap agreements, which mature
on March 19, 2004, also hedged the 1999 Credit Facility. 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
statement of operations.

(x) 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 from certain disposals of parking facilities be classified 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 classified as discontinued operations. For the year ended
September 30, 2003, the Company designated as held-for-sale or disposed of 31
locations, resulting in earnings from discontinued operations of $1.7 million,
including $3.6 million in impairments and $8.2 million in property related
gains. Included in discontinued operations for the year ended September 30,
2003 is the year-to-date results of operations for all locations discontinued
during the fiscal year of 2003. The Companys 2002 and 2001 results were
reclassified to reflect the operations of these locations discontinued in 2003
as discontinued operations net of related income taxes.

(y) Newly Issued Accounting Standards

In November 2002, the FASB issued Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, an interpretation of FASB Statements No.
5, 57 and 107 and a rescission of FASB Interpretation No. 34. This
Interpretation elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under guarantees
issued. The Interpretation also clarifies that a guarantor is required to
recognize, at inception of a guarantee, a liability for the fair value of the
obligation undertaken. The disclosure requirements are effective for financial
statements of interim and annual periods ending after December 15, 2002. The
impact on the Companys financial statements from the application of the
recognition and measurement provisions of the Interpretation is dependent on
the level of guarantees issued or modified in 2003. No guaranties were issued
or modified during the fiscal year ended September 30, 2003, which were
impacted by the provisions of FASB Interpretation No. 45.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure, an amendment of FASB Statement No.
123. This statement amends FASB 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 amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements. The Company adopted the disclosure provisions of SFAS No.
148 during the first quarter of fiscal 2003.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51.The primary
objectives of Interpretation No. 46 are to provide guidance on the
identification of entities for which control is achieved through means other
than through voting rights (variable interest entities or VIEs) and how to
determine when and which business enterprise should consolidate the VIE (the
primary beneficiary). This new model for consolidation applies to an entity
in which either (1) the equity investors (if any) do not have a controlling
financial interest or (2) the equity investment at risk is insufficient to
finance that entitys activities without receiving additional subordinated
financial support from other parties. In addition, Interpretation No. 46
requires that both the primary beneficiary and all other enterprises with a
significant variable interest in a VIE make additional disclosures. The
Company has 19 variable interest entities with which it holds a significant
variable interest, but is not the primary beneficiary:

NumberCommencement of
    
    
    
    
    
    
    
    of ParkingEntity
    
    Operations
    
    Nature of Activities
    
    % Ownership
    
    Location
    
    SpacesCentral Parking
System of Mexico,
SA De CV
    
    Aug-94
    
    Leases and manages
parking lots
    
    50.00%
    
    Mexico
    
    64,062Otherinvestments inVIEs
    
    Oct 80-July 99
    
    Ownership,
management, and
leases parking lots
    
    3.32%-50%
    
    Mexico andVarious states
    
    11,652


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The Company adopted the provisions of Interpretation No. 46 on July 1,
2003. The initial adoption of Interpretation No. 46 did not have any effect on
the Companys consolidated financial statements.

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
circumstances) 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 and is otherwise
effective at the beginning of the first interim period beginning after June 15,
2003. The Company adopted the provisions of SFAS No. 150 on July 1, 2003. The
Company did not enter into any financial instruments within the scope of SFAS
No. 150 after May 31, 2003. Adoption of this statement did not have any effect
on the Companys consolidated financial statements.

(z) Reclassifications

Certain prior year amounts have been reclassified to conform to the
current year presentation.

(2) Business Combinations

USA Parking Systems

On October 1, 2001, the Company purchased substantially all of the assets
of USA Parking Systems, Inc. for $11.5 million in cash. The purchase included
61 management and lease contracts located primarily in south Florida and Puerto
Rico. The fair value of the assets acquired as of the acquisition date was as
follows (in thousands):

Tangible assets
    
    $
    2,779Noncompete agreement
    
    
    175Trade name
    
    
    100Contract rights
    
    
    8,475Net assets acquired
    
    $
    11,529


The tangible assets primarily consisted of accounts receivable and parking
equipment. The noncompete agreement is with the seller, who is now employed by
the Company. The duration of the agreement extends five years beyond the
sellers termination of such employment and will begin to be amortized when
such termination occurs. The trade name is included as goodwill and is not
subject to amortization. The contract rights are amortized over 15 years,
which is the average estimated life of the contracts including future renewals.
The purchase agreement also contained an incentive provision whereby the
seller may receive an additional payment of up to $2.3 million based on the
earnings of USA Parking for the twelve months ended March 31, 2004. The
incentive provision is not conditional upon employment. Any amounts owed
under this incentive provision will be recorded as goodwill in the period
payment is made.

Universal Park Holdings

On October 1, 2001, the Company purchased 100% of the common stock of
Universal Park Holdings (Universal) for $535 thousand. Universal provides
fee collection and related services for state, local and national parks and had
contracts to provide these services to six parks in the western United States
as of the acquisition date. The purchase price included $385 thousand paid in
cash at closing and a $150 thousand commitment to be paid after one year,
contingent upon retention of acquired contracts. Any amounts owed under this
contingent provision will be recorded as goodwill in the period payment is
made. The purchase resulted in goodwill of $646 thousand, which is not
deductible for tax purposes. This acquisition expanded the Companys presence
in the municipal, state and national parks market.

Lexis Systems, Inc.

On October 1, 2001, the Company purchased a 70% interest in Lexis Systems,
Inc. (Lexis) for $350 thousand in cash. Lexis manufactures and sells
automated pay stations used primarily for parking facilities. The purchase
resulted in goodwill of $134 thousand, which is not deductible for tax
purposes. The Company intends to use the automated pay stations in its
existing parking operations as well as for sale to other parking operators.

Park One of Louisiana, LLC

On January 1, 2002, the Company purchased certain assets and liabilities
of Park One of Louisiana, LLC, for $5.6 million in cash. The purchase included
24 management and 17 lease contracts located in New Orleans, Louisiana. The
fair value of the assets acquired as of the acquisition date was as follows (in
thousands):

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Tangible assets
    
    $
    491Contract rights
    
    
    5,864Liabilities assumed
    
    
    (805
    )Net assets acquired
    
    $
    5,550


The tangible assets purchased and liabilities assumed consist primarily of
management accounts receivable and management accounts payable, respectively.
The contract rights will be amortized over 15 years, which is the estimated
life of the contracts, including anticipated future renewals.

Sterling Parking LTD

Effective May 1, 2003, the Company purchased 100% of the common stock of
Sterling Parking Limited in Calgary, Alberta for $1,996,567. The purchase
included 18 management and 9 leased locations. The fair value of assets and
liabilities acquired as of the acquisition date was as follows (in thousands):

Tangible assets
    
    $
    632Contract rights
    
    
    2,333Liabilities assumed
    
    
    (968
    )Net assets acquired
    
    $
    1,997


The tangible assets primarily consisted of accounts receivable, equipment
and leasehold improvements, and prepaid lease payments. The purchase price
included $2.0 paid in cash at closing of which $319,030 went directly to the
seller. The balance of $1.7 is being held in escrow with the closing attorney
pending the disposition of a business tax proceeding in Calgary as well as an
estoppel holdback.

Pro forma results for fiscal year 2003, 2002 and 2001 are not presented as
the impact of acquisitions to reported results are not significant.

Property acquisitions

In April 2002, the Company acquired four properties in Atlanta for $16.5
million, including acquisition costs. The purchase was funded through two
notes payable secured by the acquired properties. The notes require the
Company to make monthly interest payments at a weighted average rate of
one-month LIBOR plus 157.5 basis points, with the principal balance due in
April 2007. The properties are currently being leased to another parking
operator.

Lease rights

In January 2002, the Company purchased the lease rights for three
locations in New York City for $16.4 million in cash. The lease rights are
being amortized over the remaining terms of the individual lease agreements,
which range from 10 to 30 years. Previously, the Company had operated each of
these locations under an agreement entered into in September 1992. The 1992
agreement, which terminates in August 2004, initially covered approximately 80
locations; however, all but seven of these locations had been renegotiated with
extended terms or terminated as of September 30, 2002. The Company intends to
enter into negotiations to extend the terms of these remaining locations prior
to the termination of the existing agreement. There can be no assurance that
these locations will be renewed or, if renewed, that the new agreements will
not have substantially different terms.

The Company is entitled to receive a termination fee, as defined in the
agreement, as the third party disposes of certain properties or renegotiates
the lease agreements. The termination fee is based on the earnings of the
location and the remaining duration of the agreement. During the year ended
September 30, 2002, the Company received $8.4 million in termination fees
related to the three locations described above and two additional locations
which were disposed of during the period. These amounts have been recorded as
deferred rent and will be amortized through August 2004 to offset the
guaranteed rent payments due under the original agreement.

In October 2002, the Company executed an agreement with Connex South
Eastern Limited (Connex), a private rail company headquartered in the United
Kingdom, to lease 82 parking facilities throughout the United Kingdom. Connex
is 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 are being amortized over the nine-year
term of the lease. During the third quarter of 2003, the

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Company was informed that Connex will be removed as the private operator by the
Strategic Rail Authority effective December 31, 2003. Under the lease
agreement Connex is required to reimburse the Company for the unamortized
upfront payments. During November 2003, the Company
executed a contract with the Strategic Rail Authority to manage the parking
facilities formerly leased from Connex for five years. In accordance
with the management agreement, the Strategic Rail Authority agreed to acquire
the Companys property improvements under the former Connex agreement.

(3) Notes Receivable

In connection with the acquisition of Kinney in February 1998, the Company
acquired a note receivable from the City of New York (the City) related to
two parking garages which were built on behalf of the City. The Company also
has a long-term management agreement to operate the parking garages. Amounts
advanced for the construction of the garages were recorded as a note receivable
and are being repaid by the City in monthly installments of $156 thousand,
including interest at a fixed rate of 8.0%, through December 2007. At
September 30, 2003, the total of the note receivable was $7.2 million.

In June 1997, Allright loaned the limited partner of Edison $16.5 million
in connection with Allrights acquisition of its general partnership interest
in Edison. In conjunction with the merger of Allright and Central Parking, the
partnership agreement was restructured and an additional $9.9 million was
advanced to the limited partner. The amended note receivable totals $26.4
million and bears interest at a fixed rate of 10%. The note matures June 1,
2006 and is secured by a pledge of, and security interest in, the limited
partners partnership interest in Edison.

In connection with the Allright merger, the Company acquired a mortgage
note of $2.5 million, bearing interest at a fixed rate of 7.7%, from a
partnership which is secured by a parking garage and rental assignments. The
loan is a balloon note which matures in August 2010.

In connection with the acquisition of Allied Parking in October 1998, the
Company obtained notes receivable totaling $4.9 million, secured by an
assignment of rents from the properties being leased. The notes are payable
monthly and bear interest at a fixed rate of 7.0%.

The remainder of the notes receivable consist of notes ranging from $1
thousand to $2.1 million at the end of fiscal year 2003, and notes ranging from
$1 thousand to $2.5 million at the end of fiscal year 2002. The notes bear
interest at fixed rates ranging from 0% to 12% at the end of fiscal year 2003
and are due between 2003 and 2017.

(4) Property, Equipment and Leasehold Improvements

A summary of property, equipment and leasehold improvements and related
accumulated depreciation and amortization is as follows (in thousands):

September 30,2003
    
    2002Leasehold improvements
    
    $
    52,037
    
    
    $
    47,367Buildings and garages
    
    
    85,364
    
    
    
    80,766Operating equipment
    
    
    75,374
    
    
    
    73,361Furniture and fixtures
    
    
    7,674
    
    
    
    5,812Equipment operated under capital leases
    
    
    3,817
    
    
    
    2,935Aircraft
    
    
    
    
    
    
    4,355224,266
    
    
    
    214,596Less accumulated depreciation and amortization
    
    
    86,734
    
    
    
    79,171137,532
    
    
    
    135,425Land
    
    
    283,157
    
    
    
    299,308Property, equipment and leasehold improvements, net
    
    $
    420,689
    
    
    $
    434,733


Depreciation expense of property, equipment and leasehold improvements was
$21.4 million, $22.5 million and $21.7 million, respectively, for the fiscal
years ended September 30, 2003, 2002 and 2001. Depreciation expense included
in cost of parking was $15.4 million, $15.1 million and $13.8 million,
depreciation expense included in cost of management contracts was $1.1 million,
$1.7 million and $1.7 million, and depreciation expense included in general and
administrative expenses was $4.9 million, $5.7 million and $6.2 million for the
fiscal years ended September 30, 2003, 2002 and 2001, respectively.

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(5) Goodwill and Amortizable Intangible Assets

As of September 30, 2003, the Company had the following amortizable
intangible assets (in thousands):

GrossCarrying
    
    AccumulatedAmount
    
    Amortization
    
    NetContract and lease rights
    
    $
    150,488
    
    
    $
    (48,173
    )
    
    $
    102,315Noncompete agreements
    
    
    2,575
    
    
    
    (2,349
    )
    
    
    226Total
    
    $
    153,063
    
    
    $
    (50,522
    )
    
    $
    102,541


The following table shows the changes in contract and lease rights for
fiscal year 2003 (in thousands):

As of September 30, 2002
    
    $
    108,406Additions
    
    
    7,186Amortization
    
    
    (9,418
    )Impairment
    
    
    (3,859
    )As of September 30, 2003
    
    $
    102,315


The future amortization of contract and lease rights are as follows
(in thousands):

Year EndingSeptember 30,2004
    
    $
    8,9192005
    
    
    9,4582006
    
    
    9,4582007
    
    
    9,4582008
    
    
    9,458Thereafter
    
    
    55,564$
    102,315


Amortization
expense related to the contract and lease rights was $9.4
million, $10.5 million and $8.7 million, respectively, for the years ended
September 30, 2003, 2002 and 2001. Amortization expense related to noncompete
agreements was $0.2 million, $0.4 million and $0.6 million, respectively, for
the years ended September 30, 2003, 2002 and 2001, respectively.

In July 2001, the FASB issued SFAS No. 141, Business Combinations, and
SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that
the purchase method of accounting be used for all business combinations
initiated after June 30, 2001. SFAS No. 141 also specifies criteria which
intangible assets acquired in a purchase method business combination must meet
to be recognized and reported apart from goodwill. SFAS No. 142 requires that
goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead be tested for impairment at least annually. Any
impairment loss would be measured as of the date of adoption and recognized as
the cumulative effect of an accounting change. SFAS No. 142 also requires that
intangible assets with definite useful lives be amortized over their respective
estimated useful lives and reviewed for impairment in accordance with SFAS No.
144, Accounting for the Disposal or Impairment of Long-Lived Assets.

The Company adopted the provisions of SFAS No. 141 immediately. For the
Company, SFAS No. 142 had to be adopted by October 1, 2002, but could be
adopted earlier. The Company elected early adoption of SFAS No. 142 as of
October 1, 2001. SFAS No. 142 required that the Company evaluate its existing
intangible assets and goodwill that were acquired in a prior business
combination and to make any necessary reclassifications in order to conform
with the new criteria in SFAS No. 141 for recognition apart from goodwill.
With the adoption of SFAS No. 142, the Company reassessed the useful lives and
residual values of all intangible assets acquired in business combinations and
determined that no amortization period adjustments were required. In addition,
the Company did not identify any intangible assets with indefinite useful
lives, other than goodwill.

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The transitional provisions of SFAS No. 142 required the Company to
perform an assessment of whether there is an indication that goodwill was
impaired as of the date of adoption. To accomplish this, the Company
identified its reporting units and determined the carrying value of each
reporting unit by assigning the assets and liabilities, including the existing
goodwill and intangible assets, to those reporting units as of the date of
adoption. The Company is structured into geographical segments. Each segment
consists of several cities which report to a single senior vice president.
For purposes of allocating and evaluating goodwill and intangible assets, the
Company considers each city to be a separate reporting unit. To the extent a
reporting units carrying amount exceeded its fair value, an indication exists
that the reporting units goodwill may be impaired and the Company performed
the second step of the transitional impairment test. In the second step, the
Company compared the implied fair value of the reporting units goodwill,
determined by allocating the reporting units fair value to all of its assets
(recognized and unrecognized) and liabilities in a manner similar to a purchase
price allocation in accordance with SFAS No. 141, to its carrying amount, both
of which were measured as of the date of adoption. The reporting units fair
value was determined by a third party appraisal. The Company completed the
transition process and recorded as a cumulative effect of an accounting change
a charge of $9.3 million (net of an income tax benefit of $28 thousand) related
to business units in Chicago and New Jersey as of October 1, 2001.

As of September 30, 2001, the Companys unamortized goodwill amounted to
$250.6 million and unamortized identifiable intangible assets amounted to $88.1
million, all of which were subject to the transition provisions of SFAS No.
142. The effects of adoption of SFAS No. 142 on results of operations for the
year ended September 30, 2001 is as follows (in thousands, except per share
data):

Reported net earnings
    
    $
    25,853Add back: Goodwill amortization, net of tax
    
    
    10,879Pro forma net earnings
    
    $
    36,732Basic earnings per share:Reported net earnings
    
    $
    0.72Goodwill amortization
    
    
    0.30Pro forma net earnings
    
    $
    1.02Diluted earnings per share:Reported net earnings
    
    $
    0.72Goodwill amortization
    
    
    0.30Pro forma net earnings
    
    $
    1.02


In accordance with SFAS No. 142, the Company assigned its goodwill to its
various reporting units. The following table reflects this assignment by
reported segment as of October 1, 2001, and the changes in the carrying amounts
for the years ended September 30, 2003 and 2002 (in thousands):

One
    
    Two
    
    Three
    
    Four
    
    Five
    
    Six
    
    Seven
    
    Eight
    
    Nine
    
    TotalBalance as of September 30, 2002
    
    $
    5,830
    
    
    $
    194,786
    
    
    $
    
    
    
    $
    11,221
    
    
    $
    214
    
    
    $
    
    
    
    $
    10,810
    
    
    $
    25,549
    
    
    $
    2,220
    
    
    $
    250,630Impaired upon adoption of SFAS 142
as of October 1, 2001
    
    
    
    
    
    
    (6,636
    )
    
    
    
    
    
    
    
    
    
    
    (214
    )
    
    
    
    
    
    
    (2,519
    )
    
    
    
    
    
    
    
    
    
    
    (9,369
    )Acquired during the period
    
    
    646
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    
    
    
    
    134
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    880Balance as of September 30, 2002
    
    $
    6,476
    
    
    $
    188,150
    
    
    $
    100
    
    
    $
    11,221
    
    
    $
    
    
    
    $
    134
    
    
    $
    8,291
    
    
    $
    25,549
    
    
    $
    2,220
    
    
    $
    242,141Writedown due to elimination of
deferred tax valuation allowances
    
    
    (2,803
    )
    
    
    (2,970
    )
    
    
    
    
    
    
    (5,214
    )
    
    
    
    
    
    
    
    
    
    
    (962
    )
    
    
    
    
    
    
    
    
    
    
    (11,949
    )Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120
    
    
    
    
    
    
    
    
    
    
    
    120Balance as of September 30, 2003
    
    $
    3,673
    
    
    $
    185,180
    
    
    $
    100
    
    
    $
    6,007
    
    
    $
    
    
    
    $
    134
    
    
    $
    7,449
    
    
    $
    25,549
    
    
    $
    2,220
    
    
    $
    230,312


During the 2003 fiscal year, the Company eliminated deferred tax valuation
allowances on acquired operating loss carry forwards totaling $11.9 million,
because Management determined that the deferred tax assets from these operating
loss carry forwards would be realized. Since these deferred tax assets were
obtained from previous acquisitions for which goodwill was recorded, the
Company reduced such goodwill by the amount of the elimination of the deferred
tax valuation allowances.

(6) Gain on Sale of Non-Operating Assets

During the fiscal year 2003, the Company consummated the sale of an
airplane owned by the Company for $3.9 million. At the time of the consummation
of the sale, the airplane had a net book value of $0.1 million, resulting in
the recognition of a gain of $3.3 million, net of selling costs.

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(7) Property-Related Losses, Net

The Company routinely disposes of owned properties due to various factors,
including economic considerations, unsolicited offers from third parties and
condemnation proceedings initiated by local government authorities. Leased
properties are also periodically evaluated and determinations may be made to
sell or exit a lease obligation.

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.

Included in property-related losses are the gains or losses from the
disposal of equipment or other assets that are not included in discontinued
operations. Also included are losses due to the impairment of assets at
locations which management plans to continue to operate.

All assets disposed of during the years ended September 30, 2003, 2002 and
2001 were held for use at the time of disposal. A summary of property-related
pretax gains and losses for the years ended September 30, 2003, 2002 and 2001
is as follows (in thousands):

Years Ended September 30,2003
    
    2002
    
    2001Net gains on sale of property
    
    $
    
    
    
    $
    5,162
    
    
    $
    8,816Impairment charges for property, equipment and leasehold improvements
    
    
    (4,217
    )
    
    
    (2,962
    )
    
    
    (2,817
    )Impairment charges for intangible assets
    
    
    (3,859
    )
    
    
    (7,304
    )
    
    
    (5,169
    )Net gain on sale of partnership interests
    
    
    
    
    
    
    3,853
    
    
    
    Lease termination costs
    
    
    
    
    
    
    
    
    
    
    (7,737
    )Total property related losses, net
    
    $
    (8,076
    )
    
    $
    (1,251
    )
    
    $
    (6,907
    )


The $8.1 million loss in 2003 was comprised of impairments of contract
rights, deferred expenses and leasehold improvements related to locations which
management plans to continue to operate. The Company recognized $4.2 million
in impairment charges for property, equipment and leasehold improvements
primarily in New York City. Also, the Company recognized $3.9 million in
impairment charges for intangible assets primarily in New York City. Based on
the continued sluggish economy, current operating results, and the Companys
recent forecast for the next fiscal year, management determined that the
projected cash flows for these locations would not be enough to recover the
remaining value of the assets. Impairment charges recognized in fiscal year
2003 were based on estimated fair values using projected cash flows of the
applicable parking facility discounted at the Companys average cost of funds.

On January 28, 2002, the Company sold its 50% interest in Civic Parking,
LLC (Civic) for $18.4 million. The transaction resulted in a pre-tax gain of
$3.9 million which is included as a property-related gain for the year ended
September 30, 2002. Additionally, the Company recognized $5.2 million of
pre-tax gains on sales of property during the year, primarily from the
condemnation of a property in Houston. These gains were offset by impairment
charges of $10.3 million, comprised of $3.0 million of leasehold improvements,
$2.3 million of contract and lease rights and $5.0 million of key money.
Impairment charges were the result of condemnations of $1.6 million as well as
impairment charges of $8.7 million for locations, primarily in New York City,
where the discounted projected future cash flows no longer supported the
carrying value of the assets.

Included in net gains on sale of property for fiscal year 2001 is a $250
thousand loss for environmental costs related to a property previously owned by
the Company. The Company recorded impairment charges of $8.0 million in fiscal
year 2001, including $5.5 million attributable to properties where the carrying
value of goodwill, contract rights and lease rights was no longer supportable
by discounted projected future cash flows and $2.8 million related to equipment
and leasehold improvements. Of these impairment charges, $3.4 million related
to properties in New York, $2.8 million in San Francisco, $0.7 million in New
Jersey and the remaining $1.4 million in various other locations. The Company
also incurred $7.7 million of costs to exit unfavorable lease agreements.

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(8) Investment in and Advances to Partnerships and Joint Ventures

The following tables reflect the financial position and results of
operations for the partnerships and joint ventures as of September 30, 2003 and
2002, and for each of the years in the three-year period ended September 30,
2003 (in thousands). Aggregate fair value of investments is not disclosed as
quoted market prices are not available.

Investment
    
    Advances(Accumulated Losses)
    
    to Partnershipsin Partnerships and
    
    and JointJoint Ventures
    
    Ventures2003
    
    2002
    
    2003
    
    2002Commerce Street Joint Venture
    
    $
    (963
    )
    
    $
    (1,137
    )
    
    $
    440
    
    
    $
    525Larimer Square Parking Associates
    
    
    1,080
    
    
    
    1,019
    
    
    
    970
    
    
    
    1,234Lodo Parking Garage, LLC
    
    
    1,090
    
    
    
    1,141
    
    
    
    
    
    
    
    CPS Mexico, Inc.
    
    
    6,796
    
    
    
    5,369
    
    
    
    1,025
    
    
    
    Other
    
    
    2,276
    
    
    
    3,056
    
    
    
    935
    
    
    
    1,629$
    10,279
    
    
    $
    9,448
    
    
    $
    3,370
    
    
    $
    3,388


Equity in Partnership and
    
    Joint VentureJoint Venture Earnings (losses)
    
    Debt2003
    
    2002
    
    2001
    
    2003
    
    2002Civic Parking, LLC
    
    $
    
    
    
    $
    1,270
    
    
    $
    1,893
    
    
    $
    
    
    
    $
    Commerce Street Joint Venture
    
    
    484
    
    
    
    514
    
    
    
    455
    
    
    
    5,873
    
    
    
    6,308Larimer Square Parking Associates
    
    
    287
    
    
    
    295
    
    
    
    248
    
    
    
    2,065
    
    
    
    2,329Lodo Parking Garage, LLC
    
    
    88
    
    
    
    103
    
    
    
    201
    
    
    
    
    
    
    
    CPS Mexico, Inc.
    
    
    1,424
    
    
    
    1,501
    
    
    
    1,261
    
    
    
    4,730
    
    
    
    7,976Capital Commons
    
    
    
    
    
    
    
    
    
    
    170
    
    
    
    
    
    
    
    Other
    
    
    (39
    )
    
    
    284
    
    
    
    853
    
    
    
    
    
    
    
    $
    2,244
    
    
    $
    3,967
    
    
    $
    5,081
    
    
    $
    12,668
    
    
    $
    16,613


(a) Civic Parking, LLC

The Company sold its 50% joint venture ownership in Civic Parking LLC
(Civic) in January 2002. The partnership owned four parking garages and
retail space in St. Louis, Missouri. The Companys results of operations
include 50% of the net earnings of Civic for the periods presented prior
to the disposal date.

(b) Commerce Street Joint Venture

The Company has a 50% interest in a joint venture that owns a parking
complex in Nashville, Tennessee. The complex consists of the original
parking garage and retail space (the Original Facility) and an addition
to the parking garage (the Addition) constructed several years after the
completion of the Original Facility.

The joint venture financed the Original Facility with industrial
development bonds in the original principal amount of $8.6 million (the
1984 Bonds) issued by The Industrial Development Board of the
Metropolitan Government of Nashville and Davidson County (the Metro IDB
or Issuer) in 1984. The Metro IDB holds title to the Original Facility,
which it leases to the joint venture under a lease expiring in 2014. The
lease of the Original Facility obligates the venture to make lease
payments corresponding to principal and interest payable on Series A Bonds
and provides the venture with an option to purchase the Original Facility
at any time by paying the amount due under the Series A Bonds and making a
nominal purchase payment to the Metro IDB. In 1994, the Issuer, at the
request of the Company, issued additional bonds (the Series 1994 Bonds)
in the amount of $6.7 million and applied the proceeds to refunding of the
1984 Bonds.

In June 2002, the Issuer, at the request of the Company issued $4.8
million of Series 2002A variable rate revenue refunding bonds and $0.3
million of Series 2002B Federally-taxable revenue refunding bonds
(collectively the Bonds). The series 2002A Bonds mature on January 1,
2014 and the Series 2002B Bonds matured on January 1, 2003. The Bonds
require monthly interest payments. The proceeds of the Bonds were used to
repay the 1994 Bonds. As of September 30, 2003, the Series 2002A Bonds
had a variable rate of 1.28%. The 2002A Bonds are subject to a mandatory
sinking fund redemption beginning January 1, 2004 and on each January 1
thereafter. The 2002B Bonds were repaid in full in January 2003.

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(c) Larimer Square Parking Associates

The Company owns a 50% interest in a joint venture that owns a
parking complex in Denver, Colorado. The complex, which was completed in
February 1996, was constructed and financed by the joint venture partners.
The Company invested $991 thousand in the joint venture and loaned the
joint venture $1.1 million in the form of a construction note, bearing
interest at a fixed rate of 9.5%, which was converted to a term note in
August 1996, following completion of the project. An additional $1.1
million was loaned by the Company which will be repaid through sales tax
and property tax revenues by the Denver Urban Renewal Authority at a fixed
interest rate of 10%. The Company manages the parking facility for the
venture.

(d) Lodo Parking Garage, LLC

In March 1995, the Company acquired a 50% interest in a joint venture
which owns a parking complex in Denver, Colorado. The Company invested
$1.4 million in the joint venture and manages the parking facility for the
joint venture.

(e) CPS Mexico, Inc.

The Company holds a 50% interest in a Mexican joint venture which
manages and leases various parking structures in Mexico. The Company also
has loaned $1.8 million and $8.0 million at September 30, 2003 and 2002,
respectively, to the affiliate. These loans bear interest at fixed rates
ranging from 10% to 12% and are included in current portion of notes
receivable on the Companys consolidated balance sheet at September 30,
2003. In October 2002, the Mexican joint venture refinanced its debt,
resulting in the Company receiving $6.4 million in loan repayments.

(f) Capital Commons

The Company held a 50% limited partnership interest in this
partnership. In fiscal year 2000, the Company recorded to equity in
partnership and joint venture earnings a $5 million gain due to the sale
of a property by Capital Commons. The partnership was terminated
subsequent to this transaction. In fiscal year 2001, $170 thousand, which
was previously escrowed to cover certain legal fees incurred as part of
the property sale, was returned to the Company, resulting in the
recognition of an additional gain for that amount.

The Company entered into a partnership agreement effective June 1, 2000,
to operate certain locations in Puerto Rico. The Company is the general
partner. The partners entered into an option agreement on that date whereby
the other partner had the option to sell its partnership interest to the
Company during the period from May 1, 2003 to November 30, 2003. The Company
and the partner mutually agreed to allow the partner to sell its interest to
the Company on March 31, 2003. The purchase was consummated on March 31, 2003,
for approximately $14.3 million, which had previously been recorded as a
liability by the Company.

(9) Long-Term Debt and Capital Lease Obligations

Long-term debt and capital lease obligations consisted of the following
(in thousands):

As of September 30,2003
    
    2002Credit FacilityTerm note payable
    
    $
    174,125
    
    
    $
    75,000Revolving credit facility
    
    
    59,000
    
    
    
    146,500Other notes payable
    
    
    36,669
    
    
    
    35,221Capital lease obligations
    
    
    790
    
    
    
    3,695Total
    
    
    270,584
    
    
    
    260,416Less: current maturities of long-term obligations
    
    
    (3,623
    )
    
    
    (53,318
    )Total long-term obligations
    
    $
    266,961
    
    
    $
    207,098


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. Proceeds from the
Credit Facility were used to refinance the 1999 Credit Facility.

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 September 30,
2003 was 337 basis points. The amount outstanding under the Companys Credit
Facility was $233.1 million with a weighted average interest rate of 5.00% as
of

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September 30, 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 $74.0 million at September 30, 2003, which is net of $42.0 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.As of March 31, 2003, the
Company was in default due to non-compliance with both the leverage and senior
leverage ratios. A temporary waiver was obtained from the lenders for the
quarter ended March 31, 2003, subject to certain conditions. Pursuant to the
provisions of EITF No. 86-30, Classification of Obligations When a Violation Is
Waived by the Creditor, the Company projected future compliance with the
existing covenants and concluded that non-compliance with the same covenants at
the next quarterly measurement date was probable. As a result, the Credit
Facility was classified as a current liability at March 31, 2003. The
temporary waiver required the Company to complete an amendment to the Credit
Facility.

The Company completed an amendment of the Credit Facility on August 12,
2003. The Company paid a fee of $1.5 million in connection with obtaining the
amendment. The amendment included changes to the permitted covenant ratios;
limitation of capital expenditures, acquisitions and loans; adjusted pricing
with additional tiers and new provisions for asset dispositions. The amended
facility included a new pricing tier that adds 25 basis points when the
Companys leverage ratio exceeds a certain level. Pursuant to EITF No. 86-30,
the Company projected future compliance with the amended covenants and believes
that compliance with the amended covenants during the next four quarterly
measurement dates was probable. Accordingly, the Credit Facility has been
classified as a long-term liability at September 30, 2003.

In April 2002, the Company acquired four properties in Atlanta for $16.5
million, including acquisition costs. The purchase was funded through two
notes payable secured by the acquired properties. The notes require the
Company to make monthly interest payments at a weighted average rate of
one-month LIBOR plus 157.5 basis points, with the principal balance due in
April 2007. In August of 2003, the Company entered into an amendment to the
transaction. The amendment modified certain agreements, instruments and other
documents, in connection with the April 2002 financing, to align financial
covenants, affirmative covenants and other transaction terms to those found in
the Credit Facility, as amended. The operating properties financed by this
transaction are currently being leased to another parking operator.

On March 15, 2000, a limited liability company (LLC) of which the
Company is the sole shareholder purchased the Black Angus Garage, a multi-level
structure with 300 parking stalls, located in New York City, for $19.6 million.
$13.3 million of the purchase was financed through a five-year note bearing
interest at one month floating LIBOR plus 162.5 basis points. The note is
collateralized by the parking facility. The $12.9 million remaining principal
balance at September 30, 2003 will be due at the end of the five-year loan
term. To hedge the Companys cash flow exposure to interest rate fluctuations,
the Company entered into a five-year LIBOR swap, yielding an effective interest
cost of 8.91% and an effective monthly principal and interest payment of
approximately $108 thousand for the five-year period. The Company guaranteed
$1 million of the debt. The remainder of the purchase price was financed from
borrowings from the 1999 Credit Facility.

The Company also has several notes payable outstanding totaling $6.6
million at September 30, 2003. These notes are secured by real estate and
equipment and bear interest at fixed rates ranging from 6.5% to 10.0%.

Future maturities under long-term debt arrangements, including capital
lease obligations, are as follows (in thousands):

Year EndingSeptember 30,2004
    
    $
    3,6232005
    
    
    18,4652006
    
    
    2,4362007
    
    
    19,2982008
    
    
    101,700Thereafter
    
    
    125,062$
    270,584


In connection with the Kinney acquisition, the Company assumed an
agreement whereby a parking structure and the corresponding land upon which it
sits are leased under a long-term arrangement. The parking structure is
accounted for as a capital lease, and the underlying land is accounted for as
an operating lease. The original agreement called for lease payments over a

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twenty-year term at a 17.4% interest rate. In connection with purchase
accounting, the carrying value of the related obligation was recorded at fair
value. The carrying amount of the capital lease obligation at September 30,
2003 was $569,000, bearing interest at a rate of 8.0% per annum and requiring
monthly payments of approximately $190,000. The operating lease requires a
payment of approximately $183,000 per month. The lease agreements run through
December 2003.

(10) Convertible Trust Issued Preferred Securities Offerings

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 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 Companys consolidated balance sheets reflect the Preferred Securities
of the Trust as company-obligated mandatorily redeemable convertible securities
of subsidiary holding solely parent debentures.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. Among other provisions, this statement rescinds SFAS No. 4,
Reporting Gains and Losses from Extinguishment of Debt,which required that all
gains and losses on extinguishment of debt be classified as an extraordinary
item, net of tax, on the face of the income statement.The statement was
effective for all fiscal years beginning after May 15, 2002, but may be adopted
earlier. The Company adopted this statement in the third quarter of fiscal
year 2002, retroactive to October 1, 2001. Prior periods were reclassified to
conform to the new presentation. The other provisions of SFAS No. 145 did not
have an effect on the Companys financial statements.

On June 28, 2002, the Company repurchased 138,800 shares of its Preferred
Securities for $2.5 million. On March 30, 2002, the Company repurchased
500,000 shares of its Preferred Securities for $9.3 million. On December 28,
2001, the Company repurchased 637,795 shares of the Preferred Securities for
$10.0 million. For the year ended September 30, 2002, these transactions
resulted in a reduction of $31.9 million of the outstanding balance of the
Preferred Securities and pre-tax gains of $9.2 million, net of writedowns of a
proportionate share of the related deferred finance costs of $0.9 million.
Gains on the early extinguishment of debt were previously reported as
extraordinary items, net of tax, in the Companys statement of earnings, but
were reclassified as a separate component of other income as a result of the
adoption of SFAS No. 145.

(11) Shareholders Equity

The following tables set forth the computation of basic and diluted
earnings per share:

Year Ended
    
    
    
    
    
    
    
    
    
    Year Ended
    
    
    
    
    
    
    
    
    
    Year EndedSeptember 30, 2003
    
    September 30, 2002
    
    September 30, 2001Income
    
    Common
    
    Per
    
    Income
    
    Common
    
    Per
    
    Income
    
    Common
    
    PerAvailable
    
    Shares
    
    Share
    
    Available
    
    Shares
    
    Share
    
    Available
    
    Shares
    
    Share($000's)
    
    (000's)
    
    Amount
    
    ($000's)
    
    (000's)
    
    Amount
    
    ($000's)
    
    (000's)
    
    AmountBasic (loss) earnings from continuing
operations per share before
cumulative effect of accounting changes
    
    $
    (6,219
    )
    
    
    36,034
    
    
    $
    (0.17
    )
    
    $
    42,192
    
    
    
    35,849
    
    
    $
    1.18
    
    
    $
    26,015
    
    
    
    35,803
    
    
    $
    0.73Effects of dilutive stock and options:Stock option plan and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    362
    
    
    
    (0.01
    )
    
    
    
    
    
    
    104
    
    
    
    (0.01
    )Restricted stock plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    108
    
    
    
    Diluted (loss) earnings from continuing
operations per share before
cumulative effect of accounting
changes
    
    $
    (6,219
    )
    
    
    36,034
    
    
    $
    (0.17
    )
    
    $
    42,192
    
    
    
    36,211
    
    
    $
    1.17
    
    
    $
    26,015
    
    
    
    36,015
    
    
    $
    0.72


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Weighted average common shares used for the computation of basic earnings
per share excludes certain common shares issued pursuant to the Companys
restricted stock plan and deferred compensation agreement, because under the
related agreements the holders of restricted stock will forfeit such shares if
certain employment or service requirements are not met. The effect of the
conversion of the company-obligated mandatorily redeemable convertible
securities of the subsidiary trust has not been included in the diluted
earnings per share calculation since such securities were anti-dilutive for all
periods. At September 30, 2003 and 2002, such securities were convertible into
1,419,588 shares of common stock. Options to acquire 4,151,057, 517,695 and
1,847,727 shares of common stock were excluded from the 2003, 2002 and 2001
diluted earnings per share calculations because they were anti-dilutive.

(12) Operating Lease Commitments

The Company and its subsidiaries conduct a significant portion of their
operations on leased premises under operating leases expiring at various dates
through 2101. Lease agreements provide for minimum payments or contingent
payments based upon a percentage of revenue or, in some cases, a combination of
both types of arrangements. Certain locations additionally require the Company
and its subsidiaries to pay real estate taxes and other occupancy expenses.

Future minimum rental commitments under operating leases and subleases are as follows (in thousands):

Year Ending
    
    Fixed
    
    Sub-rental
    
    NetSeptember 30,
    
    Rent
    
    Income
    
    Rent2004
    
    $
    209,608
    
    
    $
    2,770
    
    
    $
    206,8382005
    
    
    183,473
    
    
    
    2,305
    
    
    
    181,1682006
    
    
    151,392
    
    
    
    2,138
    
    
    
    149,2542007
    
    
    126,409
    
    
    
    1,855
    
    
    
    124,5542008
    
    
    90,440
    
    
    
    1,274
    
    
    
    89,166Thereafter
    
    
    511,653
    
    
    
    16,646
    
    
    
    495,007Total future operating lease commitments
    
    $
    1,272,975
    
    
    $
    26,988
    
    
    $
    1,245,987


Rental expense for all operating leases, along with offsetting rental income from subleases were as follows (in thousands):

Year Ended September 30,2003
    
    2002
    
    2001Rentals:Minimum
    
    $
    261,002
    
    
    $
    249,992
    
    
    $
    239,894Contingent
    
    
    65,021
    
    
    
    64,000
    
    
    
    69,276Total rent expense
    
    
    326,023
    
    
    
    313,992
    
    
    
    309,170Less sub-lease income
    
    
    (16,593
    )
    
    
    (16,096
    )
    
    
    (15,011
    )Total rent expense, net
    
    $
    309,430
    
    
    $
    297,896
    
    
    $
    294,159


(13) Income Taxes

Income tax expense (benefit) from continuing operations consists of the following (in thousands):

Year Ended September 30,2003
    
    2002
    
    2001Current:Federal
    
    $
    4,781
    
    
    $
    20,840
    
    
    $
    20,774Jobs credit, net of federal tax benefit
    
    
    (727
    )
    
    
    (417
    )
    
    
    (283
    )Net federal current tax expense
    
    
    4,054
    
    
    
    20,423
    
    
    
    20,491State
    
    
    1,395
    
    
    
    2,615
    
    
    
    4,172Non-U.S
    
    
    1,593
    
    
    
    2,253
    
    
    
    1,734Total current tax expense
    
    
    7,042
    
    
    
    25,291
    
    
    
    26,397Deferred:Federal
    
    
    (9,412
    )
    
    
    (1,287
    )
    
    
    (3,871
    )State
    
    
    (2,057
    )
    
    
    (452
    )
    
    
    (3,479
    )Total deferred tax benefit
    
    
    (11,469
    )
    
    
    (1,739
    )
    
    
    (7,350
    )Total income tax (benefit)
expense from continuing
operations
    
    $
    (4,427
    )
    
    $
    23,552
    
    
    $
    19,047


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Total income taxes are allocated as follows (in thousands):

Year Ended September 30,2003
    
    2002
    
    2001Income tax expense (benefit) from continuing operations
    
    $
    (4,427
    )
    
    $
    23,552
    
    
    $
    19,047Income tax expense from discontinued operations
    
    
    1,348
    
    
    
    611
    
    
    
    65Shareholders equity for unrealized gain (loss) on fair value of
derivatives for financial reporting purposes
    
    
    1,106
    
    
    
    21
    
    
    
    (1,341
    )Shareholders equity for compensation expense for tax purposes in
excess of amounts recognized for financial reporting purposes
    
    
    105
    
    
    
    (414
    )
    
    
    (230
    )Cumulative effect of accounting changes
    
    
    
    
    
    
    (28
    )
    
    
    (171
    )Total income tax (benefit) expense
    
    $
    (1,868
    )
    
    $
    23,742
    
    
    $
    17,370


Provision has not been made for U.S. or additional foreign taxes on
approximately $27.7 million, $25.5 million and $23.1 million at September 30,
2003, 2002 and 2001, respectively, of undistributed earnings of foreign
subsidiaries, as those earnings are intended to be permanently reinvested.

A reconciliation between actual income taxes and amounts computed by
applying the federal statutory rate to (loss) earnings from continuing
operations before income taxes and cumulative effect of accounting changes is
summarized as follows (in thousands):

Year Ended September 30,2003
    
    2002
    
    2001U.S. Federal statutory rate on (loss) earnings from
continuing operations before income taxes
and cumulative effect of accounting changes
    
    $
    (3,726
    )
    
    
    35.0
    %
    
    $
    23,010
    
    
    
    35.0
    %
    
    $
    15,772
    
    
    
    35.0
    %State and city income taxes, net of federal tax benefit
    
    
    (430
    )
    
    
    4.0
    
    
    
    1,406
    
    
    
    2.1
    
    
    
    450
    
    
    
    1.0Jobs credits, net of federal tax benefit
    
    
    (727
    )
    
    
    6.8
    
    
    
    (417
    )
    
    
    (0.6
    )
    
    
    (283
    )
    
    
    (0.6
    )Non-deductible goodwill amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,507
    
    
    
    7.8Foreign versus US rate difference
    
    
    486
    
    
    
    (4.6
    )
    
    
    (70
    )
    
    
    (0.1
    )
    
    
    (320
    )
    
    
    (0.7
    )Equity in unconsolidated subsidiaries
    
    
    (483
    )
    
    
    4.5
    
    
    
    (553
    )
    
    
    (0.8
    )
    
    
    (518
    )
    
    
    (1.1
    )Other
    
    
    453
    
    
    
    (4.1
    )
    
    
    176
    
    
    
    0.2
    
    
    
    439
    
    
    
    0.9Income tax (benefit) expense from continuing operations
    
    $
    (4,427
    )
    
    
    41.6
    %
    
    $
    23,552
    
    
    
    35.8
    %
    
    $
    19,047
    
    
    
    42.3
    %


Sources of deferred tax assets and deferred tax liabilities are as follows (in thousands):

September 30,2003
    
    2002Deferred tax assets:Net operating loss carry forwards
    
    $
    8,061
    
    
    $
    20,104Deferred and capitalized expenses
    
    
    8,507
    
    
    
    8,124Deferred compensation expense
    
    
    6,328
    
    
    
    5,667Impairment of assets
    
    
    7,680
    
    
    
    4,846Accrued expenses and reserves
    
    
    8,730
    
    
    
    1,629Temporary differences related to Edison and its management contracts
    
    
    6,860
    
    
    
    6,160Unrecognized loss on fair value of derivative instruments
    
    
    214
    
    
    
    1,320Capitalized leases
    
    
    189
    
    
    
    448Deductible goodwill
    
    
    192
    
    
    
    684Allowance for doubtful accounts
    
    
    1,108
    
    
    
    Other
    
    
    1,822
    
    
    
    1,772Total gross deferred tax assets
    
    
    49,691
    
    
    
    50,754Deferred tax liabilities:Property, equipment and leasehold improvements due to differences in
depreciation and purchase business combinations
    
    
    (42,096
    )
    
    
    (41,698
    )Deferred tax gain on sales of properties
    
    
    (6,879
    )
    
    
    (6,798
    )


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Other
    
    
    (490
    )
    
    
    (732
    )Total gross deferred tax liabilities
    
    
    (49,465
    )
    
    
    (49,228
    )Valuation allowance on net operating loss carry forwards
    
    
    (3,236
    )
    
    
    (15,279
    )Net deferred tax liabilities
    
    $
    (3,010
    )
    
    $
    (13,753
    )


As of September 30, 2003, the Company has federal net operating loss carry
forwards of approximately $6.3 million and state and city net operating loss
carry forwards of approximately $95.7 million which expire between 2004 and
2018. The ability of the Company to fully utilize these net operating losses is
limited due to changes in ownership of the companies which generated these
losses. These limitations have been considered in determining the deferred tax
asset valuation allowance shown above. Based on prior taxable income,
management believes that it is more likely than not that the Company will
generate sufficient taxable income to realize deferred tax assets after giving
consideration to the valuation allowance. The valuation allowance has been
provided for net operating loss carry forwards for which recoverability is
deemed to be uncertain.

The valuation allowance decreased approximately $12.0 million in fiscal
2003, of which $11.9 million was credited to goodwill as that amount related to
net operating losses acquired in purchase acquisitions.

(14) Employee Benefit Programs

(a) Stock Plans

In August 1995, the Board of Directors and shareholders approved a stock
plan for key personnel, which included a stock option plan and a restricted
stock plan. Under this plan, incentive stock options, as well as nonqualified
options and other stock-based awards, may be granted to officers, employees and
directors. A total of 7,317,500 common shares have been reserved for issuance
under these two plans combined. Options representing 5,008,646 shares are
outstanding under the stock option plan at September 30, 2003. Options are
granted with an exercise price equal to the fair market value at the date of
grant, generally vest over a three- to four-year period and generally expire
ten years after the date of grant.

At September 30, 2003, 300,463 shares had been issued through the
restricted stock plan. Expense related to vesting of restricted stock is
recognized by the Company over the vesting period. Under the restricted stock
plan, the Company granted 12,548 shares and 3,325 shares with weighted average
fair values on grant date of $17.13 per share and $19.02 per share during
fiscal year 2003 and 2002, respectively.

In August 1995, the Board of Directors and shareholders also approved a
stock plan for directors. A total of 475,000 shares have been reserved for
issuance under the plan. Options to purchase 219,500 shares are outstanding
under this plan at September 30, 2003.

The following table summarizes the transactions pursuant to the Companys
stock option plans for the last three fiscal years:

Number
    
    Weighted Averageof Shares
    
    Exercise PriceOutstanding at September 30, 2000
    
    
    1,725,904
    
    
    $
    25.52Granted
    
    
    1,273,529
    
    
    $
    19.67Exercised
    
    
    (79,897
    )
    
    $
    12.00Canceled
    
    
    (619,205
    )
    
    $
    30.02Outstanding at September 30, 2001
    
    
    2,300,331
    
    
    $
    21.47Granted
    
    
    2,881,775
    
    
    $
    17.94Exercised
    
    
    (131,745
    )
    
    $
    15.00Canceled
    
    
    (180,177
    )
    
    $
    23.45Outstanding at September 30, 2002
    
    
    4,870,184
    
    
    $
    19.48Granted
    
    
    1,585,500
    
    
    $
    15.25Exercised
    
    
    (41,239
    )
    
    $
    15.29Canceled
    
    
    (1,405,799
    )
    
    $
    18.83Outstanding at September 30, 2003
    
    
    5,008,646
    
    
    $
    18.33


During the third quarter of fiscal year 2001 the Company initiated and
completed a stock option buyback and cancellation program. The Company
repurchased 244,375 existing options from non-executive employees with exercise
prices at or above $29.25

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per share. The Company recognized approximately $100 thousand as
compensation expense for the year ended September 30, 2001, related to the
option repurchases.

At September 30, 2003, 2002 and 2001, options to purchase 1,476,019,
1,084,814 and 717,160 shares of common stock, respectively, were exercisable at
weighted average exercise prices of $21.64, $22.77 and $23.49, respectively.

At September 30, 2003, information for outstanding options and options
currently exercisable is as follows:

Option Price Range Per Share$8.00-$12.33
    
    $12.55-$18.50
    
    $18.80-$27.75
    
    $29.25-$36.75
    
    $45.50-$51.06Options outstandingNumber of options
    
    
    99,125
    
    
    
    1,977,359
    
    
    
    2,635,765
    
    
    
    202,647
    
    
    
    93,750Weighted-average exercise price
    
    $
    8.49
    
    
    $
    14.30
    
    
    $
    19.64
    
    
    $
    31.12
    
    
    $
    49.48Weighted-average contractual lives
    
    
    2.06 years
    
    
    
    8.90 years
    
    
    
    7.76 years
    
    
    
    5.01 years
    
    
    
    4.95 yearsOptions exercisableNumber of options
    
    
    99,125
    
    
    
    345,988
    
    
    
    757,759
    
    
    
    179,397
    
    
    
    93,750Weighted-average exercise price
    
    $
    8.49
    
    
    $
    15.64
    
    
    $
    20.36
    
    
    $
    31.36
    
    
    $
    49.48


The Company also has an Employee Stock Purchase Plan which began on April
1, 1996, under which 450,000 shares of common stock have been reserved for
issuance. The plan allows participants to contribute up to 10% of their normal
pay (as defined in the Plan) to a custodial account for purchase of the
Companys common stock. Participants may enroll or make changes to their
enrollment annually, and they may withdraw from the plan at any time by giving
the Company written notice. Employees purchase stock annually following the end
of the plan year at a price per share equal to the lesser of 85% of the closing
market price of the Companys common stock on the first or the last trading day
of the plan year. At September 30, 2003, 365,244 shares had been purchased
under this plan.

(b) Profit-Sharing and401(k)Plan

The Company has a Profit-Sharing and 401(k) Savings Plan that allows
eligible participants to make pretax contributions, receive Company 401(k)
match contributions and participate in discretionary Company profit-sharing
contributions. Employees 18 years or older may participate in the Plan after
one year of continuous service, if the employee was employed prior to reaching
age 65. Participants contributions, Company 401(k) contributions and earnings
thereon immediately vest. Company profit-sharing contributions vest after two
years of continuous service at a rate of 20% per year so that participants are
fully vested at the end of seven years. Company expense associated with this
plan was $2.4 million, $2.6 million and $2.2 million in years 2003, 2002 and
2001, respectively.

(c) Incentive Compensation Agreements

The Company has incentive compensation agreements with certain key
employees. Participating employees receive an annual bonus based on
profitability of the operations and other factors for which they are
responsible. Incentive compensation expense is accrued during the year based
upon managements estimate of amounts earned under the related agreements.
Incentive compensation under all such agreements was approximately $4.8
million, $6.3 million and $6.5 million in years 2003, 2002 and 2001,
respectively.

(d) Deferred Compensation Agreements

The Company has an employment agreement with its President of
International Operations in which the officer is entitled to receive upon
retirement 267,750 shares of common stock which were issued in 1995 under the
Companys restricted stock plan. The Company recorded $705 thousand of
deferred compensation expense in its shareholders equity in fiscal year 1995,
which was being amortized ratably over the remaining expected term of the
officers employment. During fiscal year 2001 the agreement was amended to
allow the officer to receive all of the shares if he were to leave the Company
prior to his normal retirement date. Correspondingly, the Company transferred
267,750 shares of restricted common stock into a Rabbi Trust (the Trust)
owned by the Company. The officer has no authority over the administration of
the Trust. Transfer of these shares resulted in an increase in liabilities and
a decrease in equity of $705 thousand, including recognition of the remaining
deferred compensation expense of $335 thousand in fiscal year 2001, which
represented the unamortized portion of the deferred compensation at the
amendment date.

The Company has a deferred compensation agreement that entitles the
Chairman to receive annual payments of $500 thousand for a period of ten years
following his termination, for any reason other than death, in exchange for a
covenant not to compete. Thereafter, the officer is entitled to annual payments
of $300 thousand until his death and, in the event his wife survives him, she
is entitled to annual payments of $300 thousand until her death. The Company
recognizes annual compensation expense pursuant

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to this agreement equivalent to the change in the actuarially determined future
obligation under the agreement. Compensation (benefit) expense associated with
their agreements was approximately $(555) thousand, ($22) thousand and $591
thousand in fiscal years 2003, 2002 and 2001, respectively. At September 30,
2003, the Company had recorded a liability of $3.4 million associated with this
plan.

Agreements with certain former key executives of Allright provide for
aggregate annual payments ranging from $20 thousand to $144 thousand per year
for periods ranging from 10 years to life, beginning when the executive retires
or upon death or disability. Under certain conditions, the amount of deferred
benefits can be reduced. Life insurance contracts with a face value of
approximately $9.2 million have been purchased to fund, as necessary, the
benefits under these agreements. The cash surrender value of the life insurance
contracts is approximately $2.0 million and $2.0 million at September 30, 2003
and 2002, respectively, and is included in other non-current assets. The plan
is a nonqualified plan and is not subject to ERISA funding requirements.
Deferred compensation costs for 2003, 2002 and 2001 were $466 thousand, $296
thousand and $121 thousand, respectively. At September 30, 2003, the Company
had recorded a liability of $6.6 million associated with this plan.

(e) Deferred Unit Plan

On December 19, 1996, the Board of Directors approved the adoption of the
Companys Deferred Stock Unit Plan. Under the plan, certain key employees have
the opportunity to defer the receipt of certain portions of their cash
compensation, instead receiving shares of common stock following certain
periods of deferral. The plan is administered by a committee, appointed by the
board of directors of the Company consisting of at least two non-employee
outside directors of the Company. The Company reserved 375,000 shares of
common stock for issuance under the 1996 Deferred Stock Unit Plan. Participants
may defer up to 50% of their salary. As of September 30, 2003, $3.1 million of
compensation remained deferred under this plan.

(f) Restricted Stock Units

The Company recorded compensation expense of $113 thousand during fiscal
year 2003 related to restricted stock units granted under individual employment
agreements with certain key executives.

(15) Related Parties

The Company leases two properties from an entity 50% owned by Monroe
Carell, Jr., the Companys chairman and Chief Executive Officer, for $290
thousand per year for a 10-year term and pays percentage rent to the entity.
Total rent expense, including percentage rent, was $290 thousand, $268 thousand
and $355 thousand in 2003, 2002 and 2001, respectively. The Company will
receive 25% of the gain in the event of a sale of these properties during the
term of the lease pursuant to the lease agreements. Management believes that
such transactions have been on terms no less favorable to the Company than
those that could have been obtained from unaffiliated persons.

In connection with the acquisition of Kinney, the Company entered into a
consulting agreement with Lewis Katz, a director of the Company. The Company
paid $200 thousand to the director pursuant to this agreement during fiscal
year 2002. Additionally, the Company has entered into a limited partnership
agreement with the same director whereby the director has agreed to seek new
business opportunities in the form of leases and management contracts and
renewals of existing leases and contracts as requested by the Company. During
the fiscal years ended September 30, 2003, 2002 and 2001, the Company
recognized expense of $592 thousand, $221 thousand and $391 thousand,
respectively, in connection with this agreement.

Lewis Katz, a director of the Company, has an ownership interest in Foley
Parking Affiliate, LLC (Foley Parking). Foley Parking and the Company each
own 50% of a company that leases a parking garage in New York City. The lease
has a term of 20 years and the base rent is $1.3 million per year. In fiscal
2003, this location incurred losses of approximately $519,500,
including approximately $600,000 of deferred rent expense.

(16) 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

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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 is 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 the
McKendree Parking Center in Nashville. The plaintiff seeks
approximately $3.5 million in compensatory damages based on an
alleged loss in value of its leasehold interest, termination of its
contract with the Company and unspecified punitive damages and
attorneys fees. Trial in the case is scheduled for
February 2004. The Company is vigorously defending the lawsuit.

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 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. 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.

(17) Business Segments

The Companys business activities consist of domestic and foreign
operations. Foreign operations are conducted in the United Kingdom, Canada,
Spain, Ireland, Puerto Rico, Chile, Colombia, Peru, Venezuela, Greece, Poland,
and Switzerland. The Company also conducts business through joint ventures in
Mexico and Germany. Revenues attributable to foreign operations were less than
10% of consolidated revenues for each of fiscal years 2003, 2002 and 2001. In
2003, the United Kingdom and Canada account for 59.5% and 26.8% of total
foreign revenues, respectively.

A summary of information about the Companys foreign and domestic operations is
as follows (in thousands):

Year Ended September 30,2003
    
    2002
    
    2001Total revenues, excluding reimbursement of
management contract expenses:Domestic
    
    $
    672,444
    
    
    $
    667,210
    
    
    $
    655,953Foreign
    
    
    45,848
    
    
    
    38,500
    
    
    
    39,539Consolidated
    
    $
    718,292
    
    
    $
    705,710
    
    
    $
    695,492Operating earnings:Domestic
    
    $
    1,231
    
    
    $
    62,004
    
    
    $
    58,154Foreign
    
    
    3,995
    
    
    
    6,444
    
    
    
    5,697Consolidated
    
    $
    5,226
    
    
    $
    68,448
    
    
    $
    63,851(Loss) earnings from continuing operations before
minority interest, income taxes, and
cumulative effect of accounting changeDomestic
    
    $
    (11,904
    )
    
    $
    62,602
    
    
    $
    41,199Foreign
    
    
    5,322
    
    
    
    8,016
    
    
    
    7,365Consolidated
    
    $
    (6,582
    )
    
    $
    70,618
    
    
    $
    48,564


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Identifiable assets:Domestic
    
    $
    938,847
    
    
    $
    954,474Foreign
    
    
    50,600
    
    
    
    44,410Consolidated
    
    $
    989,447
    
    
    $
    998,884


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 is a
summary of revenues (excluding reimbursement of management contract expenses)
and operating (loss) earnings by segment for the years ended September 30,
2003, 2002 and 2001 (in thousands) and identifiable assets as of September 30,
2003 and 2002. During fiscal year 2003, the Company realigned certain
locations among segments. All prior years segment data has been reclassified
to conform to the new segment alignment.

Year Ended September 30,2003
    
    2002
    
    2001Revenues (a):Segment One
    
    $
    67,752
    
    
    $
    65,006
    
    
    $
    54,139Segment Two
    
    
    277,233
    
    
    
    259,122
    
    
    
    266,356Segment Three
    
    
    14,536
    
    
    
    10,590
    
    
    
    Segment Four
    
    
    68,150
    
    
    
    59,155
    
    
    
    59,797Segment Five
    
    
    34,248
    
    
    
    21,271
    
    
    
    20,569Segment Six
    
    
    13,392
    
    
    
    12,847
    
    
    
    11,339Segment Seven
    
    
    71,598
    
    
    
    64,976
    
    
    
    60,502Segment Eight
    
    
    67,076
    
    
    
    61,999
    
    
    
    58,456Segment Nine
    
    
    35,361
    
    
    
    32,982
    
    
    
    34,108Other
    
    
    68,946
    
    
    
    117,762
    
    
    
    130,226Total revenues
    
    $
    718,292
    
    
    $
    705,710
    
    
    $
    695,492Operating (loss) earnings:Segment One
    
    $
    (4,429
    )
    
    $
    1,487
    
    
    $
    384Segment Two
    
    
    2,836
    
    
    
    11,788
    
    
    
    3,611Segment Three
    
    
    1,364
    
    
    
    830
    
    
    
    Segment Four
    
    
    3,489
    
    
    
    4,896
    
    
    
    3,760Segment Five
    
    
    1,231
    
    
    
    2,275
    
    
    
    1,404Segment Six
    
    
    1,507
    
    
    
    1,966
    
    
    
    1,786Segment Seven
    
    
    7,746
    
    
    
    9,233
    
    
    
    8,806Segment Eight
    
    
    15
    
    
    
    4,333
    
    
    
    4,425Segment Nine
    
    
    2,879
    
    
    
    4,291
    
    
    
    3,962Other
    
    
    (11,412
    )
    
    
    27,349
    
    
    
    35,713Total operating earnings
    
    $
    5,226
    
    
    $
    68,448
    
    
    $
    63,851


September 30,2003
    
    2002Identifiable assets:Segment One
    
    $
    12,570
    
    
    $
    18,608Segment Two
    
    
    313,708
    
    
    
    342,920Segment Three
    
    
    12,951
    
    
    
    12,324Segment Four
    
    
    18,900
    
    
    
    27,285Segment Five
    
    
    41,033
    
    
    
    27,277Segment Six
    
    
    3,265
    
    
    
    3,812Segment Seven
    
    
    23,768
    
    
    
    23,353Segment Eight
    
    
    36,457
    
    
    
    35,974Segment Nine
    
    
    12,001
    
    
    
    13,111Other
    
    
    514,794
    
    
    
    494,220Total assets
    
    $
    989,447
    
    
    $
    998,884


(a) Excludes reimbursement of management contract expenses.

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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 Louisiana, Ohio, parts of Texas, Alabama, Missouri,
Nebraska, Oklahoma and Tennessee.

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

Segment Six encompasses Nashville, TN and the Lexis acquisition.

Segment Seven encompasses the Midwestern region of the United States. It also
includes Canada, excluding Vancouver.

Segment Eight encompasses portions of the southeastern region of the United
States to include Washington D.C. and Baltimore as well as western Pennsylvania
and western New York.

Segment Nine encompasses Florida and portions of the southeastern region of the
United States

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

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|        |  |                                                                                     
|------- |  | ------------------------------------------------------------------------------------
|Item 9. |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.






|         |  |                         
|-------- |  | ------------------------
|Item 9A. |  | 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 Financial 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 Financial Officer concluded that the
Companys disclosure controls and procedures as of September 30, 2003 are
effective in timely alerting them to material information required to be
included in the Companys periodic reports and 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 Company subsequent to year-end provide us with an adequate basis to
conclude the accuracy of this account.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) |  | Changes in internal control over financial reporting: In connection with
the evaluation described above, and except as described above, the Company
has not identified any change (including corrective actions with regard to
significant deficiencies or material weaknesses) in the Companys internal
control over financial reporting or in other factors that has materially
affected, or is reasonably likely to materially affect the Companys
internal control over financial reporting.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




PART III






|         |  |                                 
|-------- |  | --------------------------------
|Item 10. |  | Directors and Executive Officers

Information concerning this Item is incorporated by reference to the
Companys definitive proxy materials for the Companys 2004 Annual Meeting of
Shareholders.






|         |  |                       
|-------- |  | ----------------------
|Item 11. |  | Executive Compensation

Information concerning this Item is incorporated by reference to the
Companys definitive proxy materials for the Companys 2004 Annual Meeting of
Shareholders.




Item 12. Security Ownership of Certain Beneficial Owners and Management

Information concerning this Item is incorporated by reference to the
Companys definitive proxy materials for the Companys 2004 Annual Meeting of
Shareholders.






|         |  |                                               
|-------- |  | ----------------------------------------------
|Item 13. |  | Certain Relationships and Related Transactions

Information concerning this Item is incorporated by reference to the
Companys definitive proxy materials for the Companys 2004 Annual Meeting of
Shareholders.






|         |  |                                       
|-------- |  | --------------------------------------
|Item 14. |  | Principal Accounting Fees and Services

Information concerning this Item is incorporated by reference to the
Companys definitive proxy materials for the Companys 2004 Annual Meeting of
Shareholders.






|         |  |                                                                
|-------- |  | ---------------------------------------------------------------
|Item 15. |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) (1) and (2) Financial Statements and Financial Statement Schedules

Financial statements and schedules of the Company and its
subsidiaries required to be included in Part II, Item 8, are listed in the
Index to Consolidated Financial Statements.

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(b) (3) Exhibits

The exhibits are listed in the Index to Exhibits which appears immediately
following the signature page.

(c) Reports on Form 8-K

On July 24, 2003 the Company filed a current report on Form 8-K
announcing that the Company expected to report a net loss for the
third quarter ended June 30, 2003 due to severance and
property-related losses, incorporating the text of a press release
dated July 21, 2003.

On August 14, 2003 the Company filed a current report on Form
8-K announcing its naming of Mark Shapiro as Senior Vice President
and Chief Financial Officer, the Amendment of its $350 million
credit facility, and the results for the quarter ended June 30,
2003, incorporating the text of a press release dated August 11,
2003 and August 12, 2003.

On November 6, 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, incorporating the text of a press
release dated November 5, 2003.

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CENTRAL PARKING CORPORATION and SUBSIDIARIES
Schedule II  Valuation and Qualifying Accounts

Amounts in thousands

AdditionsBalance at
    
    Charged to
    
    Charged to
    
    
    
    
    
    Balance atBeginning of
    
    Costs and
    
    Other
    
    (Deductions)
    
    End ofDescription
    
    Period
    
    Expenses
    
    Accounts
    
    Recoveries(a)
    
    PeriodAllowance for Doubtful AccountsYear ended September 30, 2001
    
    $
    300
    
    
    
    400
    
    
    
    
    
    
    
    (226
    )
    
    $
    474Year ended September 30, 2002
    
    
    474
    
    
    
    (26
    )
    
    
    
    
    
    
    113
    
    
    
    561Year ended September 30, 2003
    
    
    561
    
    
    
    4,938
    
    
    
    
    
    
    
    (1,779
    )
    
    
    3,720Deferred Tax Valuation AccountYear ended September 30, 2001
    
    $
    15,279
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    15,279Year ended September 30, 2002
    
    
    15,279
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,279Year ended September 30, 2003
    
    
    15,279
    
    
    
    (94
    )
    
    
    (11,949
    )
    
    
    
    
    
    
    3,236


(a) Writeoffs, net of recoveries

See accompanying independent auditors report.

CENTRAL PARKING CORPORATION and SUBSIDIARIES
Schedule IV  Mortgage Loans on Real Estate

Principal AmountFinal
    
    Periodic
    
    
    
    Face
    
    Carrying
    
    of Loans SubjectInterest
    
    Maturity
    
    Payment
    
    Prior
    
    Amount of
    
    Amount of
    
    to DelinquentDescription
    
    Rate
    
    Date
    
    Terms
    
    Liens
    
    Mortgage
    
    Mortgage
    
    Principal or InterestMortgage note
secured by parking
garages
    
    1-month LIBOR +
1.625% with swap
to convert to fixed
rate at 8.91%
    
    3/15/05
    

$108,250/month
(including swap)
with balance of
$12,691,671 due
at maturity
    
    None
    
    $13,300,000
    
    $12,902,474
at September 30,
2003
    
    None


See accompanying independent auditors report.

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SIGNATURES

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

CENTRAL PARKING CORPORATIONDate: December 23, 2003
    
    By:
    
    /s/ Mark ShapiroMark ShapiroSenior Vice President and Chief Financial Officer


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

Signature
    
    Title
    
    Date/s/ Monroe J. Carell, Jr.Monroe J. Carell, Jr.
    
    Chairman, Chief Executive Officer
Director
    
    December 23, 2003/s/ Mark ShapiroMark Shapiro
    
    Senior Vice President and
Chief Financial Officer (Principal Financial Officer)
    
    December 23, 2003/s/ V. Jeffrey HeavrinV. Jeffrey Heavrin
    
    Vice President and Chief
Accounting Officer (Principal Accounting Officer)
    
    December 23, 2003/s/ Cecil ConleeCecil Conlee
    
    Director
    
    December 23, 2003/s/ Lewis KatzLewis Katz
    
    Director
    
    December 23, 2003/s/ Edward G. NelsonEdward G. Nelson
    
    Director
    
    December 23, 2003/s/ William C. ONeil, Jr.William C. ONeil, Jr.
    
    Director
    
    December 23, 2003/s/ Richard H. SinkfieldRichard H. Sinkfield
    
    Director
    
    December 23, 2003/s/ Julia Carell StadlerJulia Carell Stadler
    
    Director
    
    December 23, 2003


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EXHIBIT INDEX

ExhibitNumber
    
    Document2
    
    Plan of Recapitalization, effective October 9, 1997 (Incorporated by
reference to Exhibit 2 to the Companys Registration Statement No.
33-95640 on Form S-1)2.1
    
    Agreement and Plan of Merger dated September 21, 1998, by and among the
Registrant, Central Merger Sub, Inc., Allright Holdings, Inc., Apollo
Real Estate Investment Fund II, L.P. and AEW Partners, L.P.
(Incorporated by reference to Exhibit 2.1 to the Companys Registration
Statement No. 333-66081 on Form S-4 filed on October 21, 1998)2.2
    
    Amendment dated as of January 5, 1999, to the Agreement and Plan of
Merger dated September 21, 1998 by and among the Registrant, Central
Merger Sub, Inc., Allright Holdings, Inc., Apollo Real Estate
Investment Fund II, L.P. and AEW Partners, L.P. (Incorporated by
reference to Exhibit 2.1 to the Companys Registration Statement No.
333-66081 on Form S-4 filed on October 21, 1998, as amended)2.3
    
    Acquisition Agreement and Plan of Merger dated as of November 7, 1997,
by and between the Registrant and Kinney System Holding Corp and a
subsidiary of the Registrant (Incorporated by reference to the
Companys Current Report on Form 8-K filed on February 17, 1998)3.1
    
    (a) Amended and Restated Charter of the Registrant (Incorporated by
reference to Exhibit 4.1 to the Companys Registration Statement No.
333-23869 on Form S-3)(b) Articles of Amendment to the Charter of Central Parking Corporation
increasing the authorized number of shares of common stock, par value
$0.01 per share, to one hundred million (Incorporated by reference to
Exhibit 2 to the Companys 10-Q for the quarter ended March 31, 1999)3.2
    
    Amended and Restated Bylaws of the Registrant (Incorporated by
reference to Exhibit 4.1 to the Companys Registration Statement No.
333-23869 on Form S-3)4.1
    
    Form of Common Stock Certificate (Incorporated by reference to Exhibit
4.1 to the Companys Registration Statement No. 33-95640 on Form S-1)4.4
    
    Registration Rights Agreement dated as of September 21, 1998 by and
between the Registrant, Apollo Real Estate Investment Fund II, L.P.,
AEW Partners, L.P. and Monroe J. Carell, Jr., The Monroe Carell Jr.
Foundation, Monroe Carell Jr. 1995 Grantor Retained Annuity Trust,
Monroe Carell Jr. 1994 Grantor Retained Annuity Trust, The Carell
Childrens Trust, The 1996 Carell Grandchildrens Trust, The Carell
Family Grandchildren 1990 Trust, The Kathryn Carell Brown Foundation,
The Edith Carell Johnson Foundation, The Julie Carell Stadler
Foundation, 1997 Carell Elizabeth Brown Trust, 1997 Ann Scott Johnson
Trust, 1997 Julia Claire Stadler Trust, 1997 William Carell Johnson
Trust, 1997 David Nicholas Brown Trust and 1997 George Monroe Stadler
Trust (Incorporated by reference to Exhibit 4.4 to the Companys
Registration Statement No. 333-66081 filed on October 21, 1998)4.4
    
    Amendment dated January 5, 1999 to the 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


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ExhibitNumber
    
    DocumentScott Johnson Trust, 1997 Julia Claire Stadler Trust, 1997 William
Carell Johnson Trust, 1997 David Nicholas Brown rust and 1997 George
Monroe Stadler Trust (Incorporated by reference to Exhibit 4.4.1 to the
Companys Registration Statement No. 333-66081 filed on October 21,
1998, as amended)4.5
    
    Indenture dated March 18, 1998 between the registrant and Chase Bank of
Texas, National Association, as Trustee regarding up to $113,402,050 of
5-1/4% Convertible Subordinated Debentures due 2028 (Incorporated by
reference to Exhibit 4.5 to the Registrants Registration Statement No.
333-52497 on Form S-3)4.6
    
    Amended and Restated Declaration of Trust of Central Parking Finance
Trust dated as of March 18, 1998 (Incorporated by reference to Exhibit
4.5 to the Registrants Registration Statement No. 333-52497 on Form
S-3)4.7
    
    Preferred Securities Guarantee Agreement dated as of March 18, 1998 by
and between the Registrant and Chase Bank of Texas, national
Association as Trustee (Incorporated by reference to Exhibit 4.7 to the
Registrants Registration Statement No. 333-52497 on Form S-3)4.8
    
    Common Securities Guarantee Agreement dated March 18, 1998 by the
Registrant (Incorporated by reference to Exhibit 4.9 to 333-52497 on
Form S-3)10.1
    
    Executive Compensation Plans and Arrangements(a) 1995 Incentive and Nonqualified Stock Option Plan for Key Personnel
(Incorporated by reference to Exhibit 10.1 to the Companys
Registration Statement No. 33-95640 on Form S-1)(b) Amendment to the 1995 Incentive and Nonqualified Stock Option Plan
for Key Personnel increasing the number of shares licensed for issuance
under the plan to 3,817,500 (Incorporated by reference to Exhibit 10.1
(b) of the Companys Annual Report on Form 10-K for the year ended
September 30, 2000)(c) Form of Option Agreement under Key Personnel Plan (Incorporated by
reference to Exhibit 10.2 to the Companys Registration Statement No.
33-95640 on Form S-1)(d) 1995 Restricted Stock Plan (Incorporated by reference to Exhibit
10.5.1 to the Companys Registration Statement No. 33-95640 on Form
S-1)(e) Form of Restricted Stock Agreement (Incorporated by reference to
Exhibit 10.5.2 to the Companys Registration Statement No. 33-95640 on
Form S-1)(f) Form of Employment Agreements with Executive Officers (Incorporated
by reference to Exhibit 10.1 (f) to the companys Annual Report on Form
10-K filed on December 21, 2001)(g) Monroe J. Carell, Jr. Employment Agreement (Incorporated by
reference to Exhibit 10.8 to the Companys Registration Statement No.
33-95640 on Form S-1)(h) Monroe J. Carell, Jr. Revised Deferred Compensation Agreement, as
amended (Incorporated by reference to Exhibit 10.9 to the Companys
Registration Statement No. 33-95640 on Form S-1)(j) Performance Unit Agreement between Central Parking Corporation and
James H. Bond (Incorporated by reference to Exhibit 10.11.1 to the
Companys Registration Statement No. 33-95640 on Form S-1.)(k) Modification of Performance Unit Agreement of James H. Bond
(Incorporated by reference to Exhibit 10.1 (j) to the Companys Annual
Report on Form 10-K filed on December 27, 1997)


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ExhibitNumber
    
    Document(l) Second modification of Performance Unit Agreement of James H. Bond
(Incorporated by reference to Exhibit 10.1 (k) to the Companys Report
on Form 10-Q for the period ended March 31, 2001)(m) Hiram A. Cox Employment Agreement dated as of June 4, 2001
(Incorporated by reference to Exhibit 10.1(m) to the Companys Annual
Report on Form 10-K filed on December 21, 2001)(n) Deferred Stock Unit Plan (Incorporated by reference to Exhibit
10.1(n) to the Companys Annual Report on Form 10-K filed on December
21, 2001)(o) William J. Vareschi Employment Agreement dated as of February 28,
2001 (Incorporated by reference to Exhibit 10.1 (o) to the companys
Report on Form 10-Q for the period ended June 30, 2001)(p) James H. Bond Employment Agreement dated as of May 31, 2001
(Incorporated by reference to Exhibit 10.1 (p) to the companys Report
on Form 10-Q for the period ended June 30, 2001)(q) Emanuel J. Eads Employment Agreement dated as of October 1, 2000
(Incorporated by reference to Exhibit 10.1 (q) to the companys Report
on Form 10-Q for the period ended June 30, 2001)(r) Gregory A. Susick Employment Agreement dated as of October 1, 2000
(Incorporated by reference to Exhibit 10.1 (r) to the companys Report
on Form 10-Q for the period ended June 30, 2001)(s) Jeff L. Wolfe Employment Agreement dated as of October 1, 2000
(Incorporated by reference to Exhibit 10.1 (s) to the companys Report
on Form 10-Q for the period ended June 30, 2001)(t) Form of Senior Executive Employment Agreement (filed herewith)10.2
    
    (a) 1995 Nonqualified Stock Option Plan for Directors (Incorporated by
reference to Exhibit 10.3 to the Companys Registration Statement No.
33-95640 on Form S-1)(b) Amendment to the 1995 Nonqualified Stock Option Plan for Directors
increasing the number of shares reserved for issuance under the plan to
475,000 (Incorporated by reference to Exhibit 10.2 to the Companys
Annual Report on Form 10-K filed on December 21, 2001)10.3
    
    Form of Option Agreement under Directors plan (Incorporated by
reference to Exhibit 10.4 to the Companys Registration Statement No.
33-95640 on Form S-1)10.4
    
    Form of Indemnification Agreement for Directors (Incorporated by
reference to Exhibit 10.12 to the Companys Registration Statement No.
33-95640 on Form S-1)10.5
    
    Indemnification Agreement for Monroe J. Carell, Jr. (Incorporated by
reference to Exhibit 10.13 to the Companys Registration Statement No.
33-95640 on Form S-1)10.6
    
    Form of Management Contract (Incorporated by reference to Exhibit 10.6
to the Companys Annual Report on Form 10-K filed on December 21,
2001)10.7
    
    Form of Lease (Incorporated by reference to Exhibit 10.7 to the
Companys Annual Report on Form 10-K filed on December 21, 2001)10.8
    
    1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit
10.16 to the Companys Registration Statement No. 33-95640 on Form
S-1)10.9
    
    Exchange Agreement between the Company and Monroe J. Carell, Jr.
(Incorporated by reference to Exhibit 10.18 to the Companys
Registration Statement No. 33-95640 on Form S-1)10.10
    
    $400 Million Credit Agreement dated as of March 19, 1999 by and among
various banks with Bank of America, N.A., as Agent, and Central Parking
Corporation and certain affiliates (Incorporated by


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ExhibitNumber
    
    Documentreference to Exhibit 10.11 of the Companys Report on Form 10-K for the
period ended September 30, 1999)10.11
    
    Letter Amendment dated as of June 25, 1999 to Credit Agreement dated as
of March 19, 1999, by and among various banks with Bank of America,
N.A., as Agent, and Central Parking Corporation and certain affiliates
(Incorporated by reference to Exhibit 10.11 of the Companys Report on
Form 10-K for the period ended September 30, 1999)10.12
    
    Letter Amendment dated as of October 27, 1999 to Credit Agreement dated
as of March 19, 1999, by and among various banks with Bank of America,
N.A., as Agent, and Central Parking Corporation and certain affiliates
(Incorporated by reference to Exhibit 10.11 of the Companys Report on
Form 10-K for the period ended September 30, 1999)10.13
    
    Form of Amendment dated as of December 28, 1999 to $400 million Credit
Agreement dated as of March 19, 1999, by and among various banks with
Bank of America, N.A., as Agent, and Central Parking Corporation and
certain affiliates (Incorporated by reference to Exhibit 10.11 of the
Companys Report on Form 10-K for the period ended September 30, 1999)10.14
    
    Amended and Restated Credit Agreement dated as of February 14, 2000, by
and among various banks, with Bank of America, N.A., as Agent and
Central Parking Corporation and certain affiliates (Incorporated by
reference to the Companys Report on Form 10-Q for the quarter ended
March 31, 2000)10.15
    
    Amended and Restated Credit Agreement dated as of June 16, 2000, by and
among various banks, with Bank of America, N.A. as Agent and Central
Parking Corporation and certain affiliates (Incorporated by reference
to Exhibit 10.15 to the Companys Report on Form 10-K for the period
ended September 30, 2000)10.16
    
    Letter Amendment to the Amended and Restated Credit Agreement dated as
of August 13, 2001, by and among various banks, with Bank of America,
N.A., as Agent and Central Parking Corporation and certain affiliates
(Incorporated by reference to Exhibit 10.16 to the Companys Annual
Report on Form 10-K filed on December 21, 2001)10.17
    
    Consulting Agreement dated as of February 12, 1998, by and between
Central Parking Corporation and Lewis Katz (Incorporated by reference
to Exhibit 10.20 of the Companys Report on Form 10-K for the period
ended September 30, 1999)10.18
    
    Limited Partnership Agreement dated as of August 11, 1999, by and
between CPS of the Northeast, Inc. and Arizin Ventures, L.L.C.
(Incorporated by reference to Exhibit 10.21 of the Companys Report on
Form 10-K for the period ended September 30, 1999)10.19
    
    Registration Rights Agreement dated as of February 12, 1998, by and
among Central Parking Corporation, Lewis Katz and Saul Schwartz
(Incorporated by reference to Exhibit 10.22 of the Companys Report on
Form 10-K for the period ended September 30, 1999)10.20
    
    Shareholders Agreement and Agreement Not to Compete by and among
Central Parking Corporation, Monroe J. Carell, Jr., Lewis Katz and Saul
Schwartz dated as of February 12, 1998 (Incorporated by reference to
Exhibit 10.23 of the Companys Report on Form 10-K for the period ended
September 30, 1999)10.21
    
    Lease Agreement dated as of October 6, 1995, by and between The Carell
Family LLC and Central Parking System of Tennessee, Inc. (Alloway
Parking Lot) (Incorporated by reference to Exhibit 10.24 of the
Companys Report on Form 10-K for the period ended September 30, 1999)10.22
    
    First Amendment to Lease Agreement dated as of July 29, 1997, by and
between The Carell Family LLC and Central Parking System of Tennessee,
Inc. (Alloway Parking Lot) (Incorporated by


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ExhibitNumber
    
    Documentreference to Exhibit 10.25 of the Companys Report on Form 10-K for the
period ended September 30, 1999)10.23
    
    Lease Agreement dated as of October 6, 1995 by and between The Carell
Family LLC and Central Parking System of Tennessee, Inc. (Second and
Church Parking Lot) (Incorporated by reference to Exhibit 10.26 of the
Companys Report on Form 10-K for the period ended September 30, 1999)10.24
    
    First Amendment to Lease Agreement dated as of October 6, 1995, by and
between The Carell Family LLC and Central Parking System of Tennessee,
Inc. (Second and Church Parking Lot) (Incorporated by reference to
Exhibit 10.27 of the Companys Report on Form 10-K for the period ended
September 30, 1999)10.25
    
    Prospectus and offering document for 2,625,000 shares of Common Stock
dated February 17, 1998 (Incorporated by reference to the Companys
Registration Statement No. 233-23869 on Form S-3)10.26
    
    Transaction Support Agreement by Monroe J. Carell, Jr., the Registrant,
Kathryn Carell Brown, Julia Carell Stadler and Edith Carell Johnson to
Allright Holdings, Inc., Apollo Real Estate Investment Fund II, L.P.
and AEW Partners, L.P. dated September 21, 1998 (Incorporated by
reference to Exhibit 2.1 to the Companys Registration Statement No.
333-66081 filed on October 23, 1998)10.30
    
    Form of Transaction Support Agreement by certain shareholders of the
Registrant to Allright Holdings, Inc., Apollo Real Estate Investment
Fund II, L.P., and AEW Partners, L.P., dated September 21, 1998
(Incorporated by reference to Exhibit 2.1 to the Companys Registration
Statement No. 333-66081 filed on October 23, 1998)10.31
    
    Form of Transaction Support Agreement by certain shareholders of
Allright Holdings, Inc. to the Registrant and Central Merger Sub, Inc.
dated September 21, 1998 (Incorporated by reference to Exhibit 2.1 to
the Companys Registration Statement No. 333-66081 filed on October 23,
1998)10.32
    
    Revolving Credit Note dated November 1, 2002, by SunTrust Bank and
Central Parking Corporation. (Incorporated by reference to Exhibit 10.1
on Form 10-Q filed on February 18, 2003)10.33
    
    Promissory Note dated January 8, 2003 by Bank of America, N.A. and
Central Parking Corporation. (Incorporated by reference to Exhibit 10.2
on Form 10-Q filed on February 18, 2003)10.34
    
    Waiver Agreement dated May 14, 2003, by Bank of America, N.A. and
Central Parking Corporation. (Incorporated by reference to Exhibit 10.3
on Form 10-Q filed on May 15, 2003)10.35
    
    Employment Agreement dated March 3, 2003, by William J. Vareschi, Jr.
and Central Parking Corporation. (Incorporated by reference to Exhibit
10.4 on Form 10-Q filed on May 15, 2003)10.36
    
    First Amendment to Credit Agreement dated August 12, 2003, by Bank of
America, N.A. and Central Parking Corporation. (Incorporated by
reference to Exhibit 10.3 on Form 10-Q filed on August 14, 2003)10.37
    
    International Swap Dealers Association, Inc. Master Agreement dated as
of June 9, 2003, by JP Morgan Chase Bank and Central Parking
Corporation. (Incorporated by reference to Exhibit 10.4 on Form 10-Q
filed on August 14, 2003)10.38
    
    International Swap Dealers Association, Inc. Master Agreement dated as
of May 23, 2003, by SunTrust Bank and Central Parking Corporation.
(Incorporated by reference to Exhibit 10.5 on Form 10-Q filed on August
14, 2003)21
    
    Subsidiaries of the Registrant (filed herewith)


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ExhibitNumber
    
    Document23
    
    Consent of KPMG LLP (filed herewith)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 1350.32.2
    
    Certification of Mark Shapiro pursuant to Section 1350.


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