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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, 2002.
|  |  |                                                                                                                                   
|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) 297-4255                      
|                                                               |  |                                     
|Securities Registered Pursuant to Section 12(b) of the Act:    |  | None                                
|                                                               |  |                                     
|Securities Registered Pursuant to Section 12(g) of the Act:    |  |                                     

|                             |  |                                          
|---------------------------- |  | -----------------------------------------
|Title of Each Class          |  | Name of each Exchange on which registered
|                             |  |                                          
|Common 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 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.   x                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                            
|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 December 6, 2002 was $414,982,000. 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 6, 2002
|                              |  |                                
|Common Stock, $0.01 par value |  | 35,979,322                     





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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 
|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                                      
|PART IV                        
|                                | Item 14. Controls and Procedures                                                             
|                                | Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K                     
|Signatures                     
|CERTIFICATION                  
|CERTIFICATION                  
|Exhibit Index                  
|CENTRAL PARKING ENTITY LIST    
|INDEPENDENT ACCOUNTANTS CONSENT



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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 January 28, 2003 are incorporated by
reference into Part III, items 10, 11, 12 and 13 of this Form 10-K.

TABLE OF CONTENTS

|               |                                                                                                   |  |    |    | 
|-------------- | ------------------------------------------------------------------------------------------------- |  | -- | -- | 
|Part I         |                                                                                                   |  |    |   
|               | Item   1.   Business                                                                              |  |    | 4  | 
|               | Item   2.   Properties                                                                            |  |    | 12 | 
|               | Item   3.   Legal Proceedings                                                                     |  |    | 13 | 
|               | Item   4.   Submission of Matters to a Vote of Security-Holders                                   |  |    | 13 | 
|Part II        |                                                                                                   |  |    |   
|               | Item   5.   Market for Registrants Common Equity and Related Stockholder Matters                 |  |    | 14 | 
|               | Item   6.   Selected Consolidated Financial Data                                                  |  |    | 15 | 
|               | Item   7.   Managements Discussion and Analysis of Financial Condition and Results of Operations |  |    | 17 | 
|               | Item   7a. Quantitative and Qualitative Disclosure about Market Risk                              |  |    | 32 | 
|               | Item   8.   Financial Statements and Supplementary Data                                           |  |    | 33 | 
|               | Item   9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |  |    | 63 | 
|Part III       |                                                                                                   |  |    |   
|               | Item 10.   Directors and Executive Officers                                                       |  |    | 63 | 
|               | Item 11.   Executive Compensation                                                                 |  |    | 63 | 
|               | Item 12.   Security Ownership of Certain Beneficial Owners and Management                         |  |    | 63 | 
|               | Item 13.   Certain Relationships and Related Transactions                                         |  |    | 63 | 
|Part IV        |                                                                                                   |  |    |   
|               | Item 14.   Controls and Procedures                                                                |  |    | 63 | 
|               | Item 15.   Exhibits, Financial Statement Schedules and Reports on Form 8-K                        |  |    | 63 | 
|Signatures     |                                                                                                   |  | 65 |   
|Certifications |                                                                                                   |  | 66 |   

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IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Certain information discussed in this Annual Report on Form 10-K,
including information under the captions Business; 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, estimates or similar
expressions. For those statements, the Company claims the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.

The following important factors, in addition to those discussed elsewhere
in this 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:



| |  |  | ongoing integration of past and future acquisitions, in light of challenges in retaining key employees, synchronizing
business processes and efficiently integrating facilities, marketing, and operations;                                                                                              
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | successful implementation of the Companys operating and growth strategy, including possible strategic acquisitions;                                                                                                                                                                                     
|
| |  |  | the loss, or renewal on less favorable terms, of management contracts and leases;                                                                                                                                                                                                                        
|
| |  |  | fluctuations in quarterly operating results caused by a variety of factors including the timing of property-related gains
and losses, pre-opening costs of parking facilities, the effect of weather on travel and transportation patterns, player
strikes or other events affecting major league sports;
|
| |  |  | the ability of the Company to form and maintain its strategic
relationships with certain large real estate owners and operators;                                                                                                                                                                         
|
| |  |  | additional acts of terrorism or war;                                                                                                                                                                                                                                                                     
|
| |  |  | global and/or regional economic factors;                                                                                                                                                                                                                                                                 
|
| |  |  | the outcome of litigation;                                                                                                                                                                                                                                                                               
|
| |  |  | compliance with local, state, national and international laws and
regulations, including, without limitation, local regulations and
restrictions on parking and automobile usage, security measures,
environmental, anti-trust and consumer protection laws; 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, 2002,
Central Parking operated approximately 3,900 parking facilities containing
approximately 1,632,000 spaces in 39 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 enforcement,
and billing and collection services. Central Parking operates parking
facilities under three general types of arrangements: management contracts,
leases and fee ownership. As of September 30, 2002, Central Parking operated
1,762 parking facilities under management contracts and 1,886 parking
facilities under leases. In addition, the Company owned 214 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 strength 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 take-aways from other parking companies. 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, entering into joint venture
arrangements, and selective purchases of parking facilities. Management
believes that Central Parkings relative size, financial strength and systems,
and technology 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, has been a key contributor to the Companys growth.


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Pursue Strategic Acquisitions

During fiscal year 2002, the Company completed acquisitions of three
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 stations during the year. 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

During fiscal year 2002, the Company created a business development
department to pursue 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 Edinburgh, Scotland; Charlotte, North Carolina; Richmond,
Virginia; and Fort Myers, Florida. The Company currently provides airport
parking management services to approximately 25 airports, including airports in
Philadelphia, Houston and Detroit.


Expand International Operations

Management believes that there are international growth opportunities for
parking companies, particularly for well-capitalized 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 of which 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. Less than 6% of the Companys total revenues,
excluding reimbursed management costs, in fiscal year 2002 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:


Operational Excellence

In late fiscal year 2001, the Company adopted its Operational Excellence
initiative, which seeks to review, examine, audit and benchmark the Companys
key processes with the objective of improving the quality and efficiency of
every aspect of its operations. The tools utilized to deliver Operational
Excellence include Six Sigma, quality assurance, auditing, risk management and
employee training. Through Operational Excellence, the Company seeks to
enhance productivity and improve customer satisfaction.


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
facility 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 critical to Central
Parking and its clients. Central Parkings cash control procedures include
ticketing systems supervised by managers, 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 and Corporate Infrastructure

Central Parking has an established presence in multiple markets,
representing platforms from which it can build. Because of the relatively fixed
nature of corporate overhead 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. General and
administrative


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expenses, as a percentage of revenues, excluding reimbursed
management costs, were 9.9%, 9.5% and 9.9%, in fiscal years 2002, 2001 and
2000, respectively.

Empower Local Managers; Provide Corporate Support

Management believes it has established a successful balance between
centralized and decentralized management. Because its business is dependent, to
some extent, on personal relationships, 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 16 to
Consolidated Financial Statements for financial information regarding the
Companys business segments.

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 substantial 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
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 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 2002, 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

In order for the Company to succeed, its parking patrons must have a
positive experience at Company facilities. Accordingly, the Company stresses
the importance of having well lit, clean facilities and cordial employees. Each
facility manager has primary


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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 and
mystery parker programs.

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 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 professional integrity 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), the Prudential Center (Boston),
Cinergy Field (Cincinnati), 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, Equity Office
Properties, Trizec Office Properties, Jones Lang LaSalle, Millennium
Partners, Shorenstein and Crescent Real Estate. None of these clients accounted
for more than 5% of the Companys total revenues for fiscal year 2002.

Acquisitions

The Companys acquisition strategy focuses primarily on acquisitions that
will enable Central Parking to become a more efficient and cost-effective
provider in selected markets. Central Parking believes it can 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.
In addition, Central Parking seeks acquisitions in attractive new markets.
Management believes acquisitions can be an effective means of entering new
markets, thereby quickly obtaining both operating presence and management
personnel. Central Parking also believes it generally can improve acquired
operations by applying its operating strategies and professional management
techniques. The Companys acquisitions over the last three years, all of which
were accounted for under the purchase method of accounting, are as follows:
Arizona Stadium LLC in October 1999; USA Parking Systems, Inc. and Universal
Park Holdings in October 2001; a 70% interest in Lexis Systems, Inc. in October
2001; and Park One of Louisiana in January 2002. For additional information
regarding recent 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 simultaneously 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


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chains, the Rouse Company,
Millennium Partners, Faison Associates, Equity Office Properties, 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 will
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, 2002, have grown to 78 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, 2002, operated 107 facilities in Mexico.
Central Parking also operated 126 facilities in Canada, 3 facilities in Spain,
5 in Poland, 19 in Chile, 14 in Venezuela, 6 in Colombia, 2 in Peru, 1 in
Switzerland, and 1 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% equity interest in a joint venture, which
presently operates 19 facilities in Germany. In order 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,
|        |       |  |              
|        |       |  | 2002          |       | 2001 |  | 2000 
|        |       |  |               |       |      |  |      
|Managed |       |  | 1,762         |       |      |  | 1,869 |       |  |  | 2,025 |      
|Leased  |       |  | 1,886         |       |      |  | 1,950 |       |  |  | 2,190 |      
|Owned   |       |  | 214           |       |      |  | 219   |       |  |  | 239   |      
|        |       |  |               |       |      |  |       |       |  |  |       |      
|        | Total |  |               | 3,862 |      |  |       | 4,038 |  |  |       | 4,454 | 
|        |       |  |               |       |      |  |       |       |  |  |       |      

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 include hiring, training, and staffing parking personnel,
and providing collections, accounting, record keeping, insurance, and facility
marketing services. 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.
Accordingly, Central Parking historically has generated profits on the
insurance provided under its management contracts.


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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. Generally
speaking, leased facilities require a longer commitment and a larger capital
investment for the Company and represent a greater risk than managed facilities
but 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 ten 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 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 businessperson 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 many 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.

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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 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 claims. The
Company also purchases group health insurance with respect to full-time Company
employees, whether such persons are employed at owned, leased, or managed
facilities and purchases workers compensation insurance for all employees.


Because of the size of the operations covered and its claims experience,
the Company purchases 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;
however, many of the Companys clients historically have chosen to purchase
such insurance through the Company. A reduction in the number of clients that
purchase insurance through the Company, however, 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 two years and the Company has experienced an
increase in certain claims costs, including group health and workers
compensation. These increased costs have adversely affected the Companys
profitability. With respect to its management locations, the Company has been
able to recover a significant portion of these increased costs by charging
clients higher rates for insurance. In addition, the Company has taken steps
to reduce its insurance costs, including the creation of a risk management
department. However, there can be no assurance the Company will be able to
fully recover 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. A recent example is 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

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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.

Employees

As of September 30, 2002, the Company employed approximately 18,100
individuals, including 13,500 full-time and 4,600 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, or intends to register, its name and logo in various international
locations where it does business.


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Foreign and Domestic Operations

For information about the Companys foreign and domestic operations refer
to Note 16 to the Consolidated Financial Statements.





Item 2. Properties

The Companys facilities, as of September 30, 2002, are organized into 6
segments which are subdivided into 21 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, 2002.

|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|-------------- |  | -------------------------------------------------------- |  | --------- | --- | --------- | ----- | ------ | --- | ----- | ----- | ------ | --- | ------ | ----- |  | -- |  | --- | ----- | ------- | -------- | --------- |  | ---- | ---------- | ----- | -
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      | Percentage
|               |  |                                                          |  |           |     | Number of |       |        |     |       |       |        |     |        |       |  |    |  |     | Total |         | of Total
|Segment        |  | Cities                                                   |  | Locations |     | Managed   |       | Leased |     | Owned |       | Spaces |     | Spaces
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |       
|Segment 1      |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|Denver         |  | Albuquerque, Denver                                      |  |           | 116 |           |       |        | 49  |       |       |        | 54  |        |       |  | 13 |  |     |       | 38,035  |          |           |  | 2.3  | %         
|San Francisco  |  | Oakland, Sacramento, San Francisco                       |  |           | 97  |           |       |        | 49  |       |       |        | 47  |        |       |  | 1  |  |     |       | 20,225  |          |           |  | 1.2  | %         
|Seattle        |  | Salt Lake City, Seattle, Vancouver                       |  |           | 89  |           |       |        | 39  |       |       |        | 49  |        |       |  | 1  |  |     |       | 24,326  |          |           |  | 1.5  | %         
|Southwest      |  | Las Vegas, Los Angeles, Orange County, Phoenix,          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |           
|               |  | San Diego                                                |  |           | 181 |           |       |        | 90  |       |       |        | 87  |        |       |  | 4  |  |     |       | 84,471  |          |           |  | 5.2  | %         
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|               |  | Total Segment 1                                          |  |           | 483 |           |       |        | 227 |       |       |        | 237 |        |       |  | 19 |  |     |       | 167,057 |          |           |  | 10.2 | %         
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|Segment 2      |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|Boston         |  | Boston, Hartford, Manchester, Providence                 |  |           | 162 |           |       |        | 62  |       |       |        | 93  |        |       |  | 7  |  |     |       | 85,091  |          |           |  | 5.2  | %         
|New York       |  | New Jersey, New York City, Poughkeepsie, Stamford        |  |           | 442 |           |       |        | 203 |       |       |        | 227 |        |       |  | 12 |  |     |       | 169,328 |          |           |  | 10.4 | %         
|Philadelphia   |  | Philadelphia                                             |  |           | 75  |           |       |        | 29  |       |       |        | 41  |        |       |  | 5  |  |     |       | 54,262  |          |           |  | 3.3  | %         
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|               |  | Total Segment 2                                          |  |           | 679 |           |       |        | 294 |       |       |        | 361 |        |       |  | 24 |  |     |       | 308,681 |          |           |  | 18.9 | %         
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|Segment 3      |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|Cincinnati     |  | Cincinnati, Columbus                                     |  |           | 114 |           |       |        | 32  |       |       |        | 67  |        |       |  | 15 |  |     |       | 50,021  |          |           |  | 3.1  | %         
|Houston        |  | Austin, Dallas, El Paso, Ft. Worth, Houston, San         |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |           
|               |  | Antonio                                                  |  |           | 351 |           |       |        | 133 |       |       |        | 182 |        |       |  | 36 |  |     |       | 141,346 |          |           |  | 8.7  | %         
|Nashville      |  | Baton Rouge, Birmingham, Jackson, Knoxville,             |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |           
|               |  | Lexington,
Louisville, Mobile, New Orleans,
   Nashville |  |           | 437 |           |       |        | 159 |       |       |        | 247 |        |       |  | 31 |  |     |       | 135,893 |          |           |  | 8.3  | %         
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|               |  | Total Segment 3                                          |  |           | 902 |           |       |        | 324 |       |       |        | 496 |        |       |  | 82 |  |     |       | 327,260 |          |           |  | 20.1 | %         
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|Segment 4      |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|Florida        |  | Jacksonville, Miami, Orlando, Tampa                      |  |           | 147 |           |       |        | 89  |       |       |        | 54  |        |       |  | 4  |  |     |       | 83,519  |          |           |  | 5.1  | %         
|South America  |  | Chile, Colombia, Mexico, Peru, Puerto Rico, Venezuela    |  |           | 176 |           |       |        | 104 |       |       |        | 72  |        |       |  |   |  |     |       | 96,785  |          |           |  | 5.9  | %         
|Europe         |  | Germany, Greece, Ireland, Poland, Spain, Switzerland,    |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |           
|               |  | United Kingdom                                           |  |           | 111 |           |       |        | 78  |       |       |        | 33  |        |       |  |   |  |     |       | 137,062 |          |           |  | 8.4  | %         
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|               |  | Total Segment 4                                          |  |           | 434 |           |       |        | 271 |       |       |        | 159 |        |       |  | 4  |  |     |       | 317,366 |          |           |  | 19.4 | %         
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|Segment 5      |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|Canada         |  | Calgary, Montreal, Ottawa, Toronto                       |  |           | 84  |           |       |        | 47  |       |       |        | 33  |        |       |  | 4  |  |     |       | 29,162  |          |           |  | 1.8  | %         
|Chicago        |  | Chicago, Detroit, Cleveland, Indianapolis, Milwaukee,    |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |           
|               |  | Minneapolis                                              |  |           | 225 |           |       |        | 102 |       |       |        | 108 |        |       |  | 15 |  |     |       | 119,526 |          |           |  | 7.3  | %         
|St. Louis      |  | Kansas City, Little Rock, Memphis, Oklahoma City,        |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |           
|               |  | Omaha, Peoria, St. Louis, Tulsa                          |  |           | 352 |           |       |        | 169 |       |       |        | 163 |        |       |  | 20 |  |     |       | 93,246  |          |           |  | 5.7  | %         
|Upper New York |  | Binghamton, Buffalo, Rochester, Syracuse,                |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |           
|               |  | Wilkes-Barre                                             |  |           | 115 |           |       |        | 46  |       |       |        | 56  |        |       |  | 13 |  |     |       | 46,582  |          |           |  | 2.9  | %         
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|               |  | Total Segment 5                                          |  |           | 776 |           |       |        | 364 |       |       |        | 360 |        |       |  | 52 |  |     |       | 288,516 |          |           |  | 17.7 | %         
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|Segment 6      |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|Atlanta        |  | Atlanta, Chattanooga                                     |  |           | 83  |           |       |        | 40  |       |       |        | 34  |        |       |  | 9  |  |     |       | 42,665  |          |           |  | 2.6  | %         
|Charlotte      |  | Charleston (SC), Charlotte, Columbia, Charleston         |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |           
|               |  | (WV), Lynchburg, Roanoke, Richmond, Pittsburg            |  |           | 214 |           |       |        | 91  |       |       |        | 106 |        |       |  | 17 |  |     |       | 72,442  |          |           |  | 4.5  | %         
|Washington, DC |  | Baltimore, Washington DC                                 |  |           | 197 |           |       |        | 92  |       |       |        | 99  |        |       |  | 6  |  |     |       | 65,486  |          |           |  | 4.0  | %         
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|               |  | Total Segment 6                                          |  |           | 494 |           |       |        | 223 |       |       |        | 239 |        |       |  | 32 |  |     |       | 180,593 |          |           |  | 11.1 | %         
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|Other          |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|USA Parking    |  |                                                          |  |           |     |           | 94    |        |     |       | 59    |        |     |        | 34    |  |    |  | 1   |       |         |          | 42,394    |  |      |            | 2.6   | %
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  
|Total          |  |                                                          |  |           |     |           | 3,862 |        |     |       | 1,762 |        |     |        | 1,886 |  |    |  | 214 |       |         |          | 1,631,867 |  |      |            | 100.0 | %
|               |  |                                                          |  |           |     |           |       |        |     |       |       |        |     |        |       |  |    |  |     |       |         |          |           |  |      |            |       |  

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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 adequate for its present needs.




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 pending or future 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.

The Company is a defendant in a lawsuit brought by Texas Gulf Bank and
other trustees and individuals on behalf of the owners of an undivided interest
in an undeveloped city block in downtown Houston that was leased to a
subsidiary of Allright. Allright leased the block as a parking lot under a
series of leases from 1985 to 2000 under which Allright was obligated to pay
base rent plus a percentage of revenues above a specified threshold level.
Plaintiffs have alleged substantial underpayment of percentage rent under the
lease as a result of theft and fraud. Plaintiffs have asserted causes of
action for breach of contract, conversion, common law fraud, fraud in the
inducement and fraudulent concealment. Based on the most recent court filings,
the plaintiffs are seeking compensatory damages of approximately $12 million
plus approximately $4 million in attorneys fees. In addition, plaintiffs are
seeking punitive damages in an unspecified amount. The compensatory damages
being sought by the plaintiffs include approximately $650,000 in underpaid
revenues and $1.2 million in interest, fees and expenses for the 1996 to 2000
lease period; and approximately $1.5 million in underpaid revenues and $8.4
million in interest, fees and expenses for the 1985 to 1996 lease period. The
owner of approximately 15% of the lot settled her interest in the lawsuit
earlier this year. However, efforts to settle with the owners of the remaining
85% have been unsuccessful to date, and there can be no assurance the Company
will be able to settle with the remaining owners on terms favorable to the
Company. The suit, which was filed in June 2001, is pending in the 270th
Judicial District Court in Harris County, Texas. Plaintiffs have requested a
jury trial. The case currently is scheduled for trial in February 2003.




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, 2002.

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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 |       | Low
|                 |                |  |      |       |    
|FISCAL YEAR 2002 |                |  |      |       |     |  |   |      
|                 | First Quarter  |  | $    | 19.98 |     |  | $ | 13.76 | 
|                 | Second Quarter |  |      | 23.57 |     |  |   | 18.40 | 
|                 | Third Quarter  |  |      | 27.00 |     |  |   | 21.46 | 
|                 | Fourth Quarter |  |      | 24.04 |     |  |   | 18.18 | 
|                 | Twelve months  |  |      | 27.00 |     |  |   | 13.76 | 
|FISCAL YEAR 2001 |                |  |      |       |     |  |   |      
|                 | First Quarter  |  | $    | 22.81 |     |  | $ | 15.75 | 
|                 | Second Quarter |  |      | 23.31 |     |  |   | 16.80 | 
|                 | Third Quarter  |  |      | 18.70 |     |  |   | 17.05 | 
|                 | Fourth Quarter |  |      | 20.40 |     |  |   | 12.93 | 
|                 | Twelve months  |  |      | 23.31 |     |  |   | 12.93 | 

(b)  There were, as of November 29, 2002, approximately 7,100 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 stock is owned by the Company, issued
preferred securities (the Trust Issued Preferred Securities) which prohibit
the payment of dividends on the Central Parking common stock if the quarterly
distributions on the Trust Issued Preferred Securities are not made for any
reason. See Note 9 to the Consolidated Financial Statements.

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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 earnings, 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.

Amounts in thousands, except per share data

|                                                                                                            |                                               |                |         |                          |           |               |         |         |           |      |         |         |           |                     |         |         |           |   |         |         |         |   |        |        |        |    |       |       |     | 
|----------------------------------------------------------------------------------------------------------- | --------------------------------------------- | -------------- | ------- | ------------------------ | --------- | ------------- | ------- | ------- | --------- | ---- | ------- | ------- | --------- | ------------------- | ------- | ------- | --------- | - | ------- | ------- | ------- | - | ------ | ------ | ------ | -- | ----- | ----- | --- | 
|                                                                                                            |                                               |                |         | Year Ended September 30, |           |               |         |         |           |      |         |        
|                                                                                                            |                                               |                |         |                          |           | 2002 vs. 2001
|                                                                                                            |                                               |                |         | 2002                     |           | 2001          |         | 2000    |           | 1999 |         | 1998    |           | Increase (Decrease)
|                                                                                                            |                                               |                |         |                          |           |               |         |         |           |      |         |         |           |                    
|STATEMENT OF EARNINGS DATA:                                                                                 |                                               |                |         |                          |           |               |         |         |           |      |         |         |           |                     |         |         |           |   |         |         |         |   |        |        |        |    |       |      
|Revenues:                                                                                                   |                                               |                |         |                          |           |               |         |         |           |      |         |         |           |                     |         |         |           |   |         |         |         |   |        |        |        |    |       |      
|                                                                                                            | Parking                                       |                | $       | 595,836                  |           |               | $       | 603,416 |           |      | $       | 628,666 |           |                     | $       | 639,086 |           |   | $       | 534,573 |         |   | $      | (7,580 | )      |    |       | (1.3  | )% 
|                                                                                                            | Management contract and other                 |                |         | 121,112                  |           |               |         | 101,743 |           |      |         | 102,263 |           |                     |         | 91,386  |           |   |         | 65,826  |         |   |        | 19,369 |        |    |       | 19.0  |    
|                                                                                                            |                                               |                |         |                          |           |               |         |         |           |      |         |         |           |                     |         |         |           |   |         |         |         |   |        |        |        |    |       |      
|                                                                                                            |                                               |                | 716,948 |                          |           |               | 705,159 |         |           |      | 730,929 |         |           |                     | 730,472 |         |           |   | 600,399 |         |         |   | 11,789 |        |        |    | 1.7   |      
|                                                                                                            | Reimbursement of management contract expenses |                |         | 390,306                  |           |               |         | 373,413 |           |      |         | 312,709 |           |                     |         | 289,517 |           |   |         | 178,953 |         |   |        | 16,893 |        |    |       | 4.5   |    
|                                                                                                            |                                               |                |         |                          |           |               |         |         |           |      |         |         |           |                     |         |         |           |   |         |         |         |   |        |        |        |    |       |      
|                                                                                                            |                                               | Total revenues |         |                          | 1,107,254 |               |         |         | 1,078,572 |      |         |         | 1,043,638 |                     |         |         | 1,019,989 |   |         |         | 779,352 |   |        |        | 28,682 |    |       |       | 2.7 | 
|Expenses:                                                                                                   |                                               |                |         |                          |           |               |         |         |           |      |         |         |           |                     |         |         |           |   |         |         |         |   |        |        |        |    |       |      
|                                                                                                            | Total before merger costs                     |                |         | 645,871                  |           |               |         | 633,907 |           |      |         | 649,095 |           |                     |         | 651,827 |           |   |         | 528,747 |         |   |        | 11,964 |        |    |       | 1.9   |    
|                                                                                                            | Merger costs                                  |                |         |                         |           |               |         |        |           |      |         | 3,747   |           |                     |         | 40,970  |           |   |         |        |         |   |        |       |        |    | NM   
|                                                                                                            | Reimbursed management contract expenses       |                |         | 390,306                  |           |               |         | 373,413 |           |      |         | 312,709 |           |                     |         | 289,517 |           |   |         | 178,953 |         |   |        | 16,893 |        |    |       | 4.5   |    
|                                                                                                            | Property-related gains (losses), net          |                |         | (906                     | )         |               |         | (7,255  | )         |      |         | 935     |           |                     |         | 3,006   |           |   |         | (639    | )       |   |        | (6,349 | )      |    |       | (87.5 | )  
|                                                                                                            |                                               |                |         |                          |           |               |         |         |           |      |         |         |           |                     |         |         |           |   |         |         |         |   |        |        |        |    |       |      
|Operating earnings                                                                                          |                                               |                | 70,171  |                          |           |               | 63,997  |         |           |      | 79,022  |         |           |                     | 40,681  |         |           |   | 71,013  |         |         |   | 6,174  |        |        |    | 9.6   |      
|Percentage of operating earnings to total revenues,
excluding reimbursement of management contract
expenses |                                               |                | 9.8     | %                        |           |               | 9.1     | %       |           |      | 10.8    | %       |           |                     | 5.6     | %       |           |   | 11.8    | %       |         |   |        |        |        |    |       |      
|Interest income (expense), net                                                                              |                                               |                | (6,369  | )                        |           |               | (13,717 | )       |           |      | (20,163 | )       |           |                     | (21,901 | )       |           |   | (24,555 | )       |         |   | (7,348 | )      |        |    | (53.6 | )    
|Dividends on company-obligated mandatorily
redeemable convertible securities of a subsidiary trust          |                                               |                | (4,868  | )                        |           |               | (5,886  | )       |           |      | (6,012  | )       |           |                     | (5,926  | )       |           |   | (3,247  | )       |         |   | (1,018 | )      |        |    | (17.3 | )    
|Gain on repurchase of company-obligated mandatorily
redeemable convertible securities of a subsidiary trust |                                               |                | 9,245   |                          |           |               |        |         |           |      |        |         |           |                     |        |         |           |   |        |         |         |   | 9,245  |        |        | NM
|Equity in partnership and joint venture earnings                                                            |                                               |                | 3,967   |                          |           |               | 5,075   |         |           |      | 10,260  |         |           |                     | 5,233   |         |           |   | 5,246   |         |         |   | (1,108 | )      |        |    | (21.8 | )    
|                                                                                                            |                                               |                |         |                          |           |               |         |         |           |      |         |         |           |                     |         |         |           |   |         |         |         |   |        |        |        |    |       |      
|Earnings before income taxes, minority interest
and cumulative effect of accounting changes                 |                                               |                | 72,146  |                          |           |               | 49,469  |         |           |      | 63,107  |         |           |                     | 18,087  |         |           |   | 48,457  |         |         |   | 22,677 |        |        |    | 45.8  |      
|Income taxes                                                                                                |                                               |                | 24,163  |                          |           |               | 19,112  |         |           |      | 23,148  |         |           |                     | 11,793  |         |           |   | 20,373  |         |         |   | 5,051  |        |        |    | 26.4  |      
|Income tax percentage of earnings before income tax                                                         |                                               |                | 33.5    | %                        |           |               | 38.6    | %       |           |      | 36.7    | %       |           |                     | 65.2    | %       |           |   | 42.0    | %       |         |   |        |        |        |    |       |      
|Minority interest, net of tax                                                                               |                                               |                | (4,874  | )                        |           |               | (4,246  | )       |           |      | (3,520  | )       |           |                     | (2,612  | )       |           |   | (1,939  | )       |         |   | 628    |        |        |    | 14.8  |      
|Cumulative effect of accounting changes, net of tax   (1)                                                   |                                               |                | (9,341  | )                        |           |               | (258    | )       |           |      |        |         |           |                     |        |         |           |   |        |         |         |   | 9,083  |        |        | NM
|                                                                                                            |                                               |                |         |                          |           |               |         |         |           |      |         |         |           |                     |         |         |           |   |         |         |         |   |        |        |        |    |       |      
|Net earnings                                                                                                |                                               | $              | 33,768  |                          |           | $             | 25,853  |         |           | $    | 36,439  |         |           | $                   | 3,682   |         |           | $ | 26,145  |         |         | $ | 7,915  |        |        |    | 30.6  |      
|                                                                                                            |                                               |                |         |                          |           |               |         |         |           |      |         |         |           |                     |         |         |           |   |         |         |         |   |        |        |        |    |       |      
|Percentage of net earnings to total revenues,
excluding reimbursement of management contract
revenues       |                                               |                | 4.7     | %                        |           |               | 3.7     | %       |           |      | 5.0     | %       |           |                     | 0.5     | %       |           |   | 4.4     | %       |         |   |        |        |        |    |       |      

|                                                                  |  |                          |        |               |  |      |        |      |  |      |        |                     |  |   |        |  |  |   |        |  |  |   |      |  |  |  |      |  
|----------------------------------------------------------------- |  | ------------------------ | ------ | ------------- |  | ---- | ------ | ---- |  | ---- | ------ | ------------------- |  | - | ------ |  |  | - | ------ |  |  | - | ---- |  |  |  | ---- | -
|                                                                  |  | Year Ended September 30, |        |               |  |      |        |      |  |     
|                                                                  |  |                          |        | 2002 vs. 2001
|                                                                  |  | 2002                     |        | 2001          |  | 2000 |        | 1999 |  | 1998 |        | Increase (Decrease)
|                                                                  |  |                          |        |               |  |      |        |      |  |      |        |                    
|PER SHARE DATA:                                                   |  |                          |        |               |  |      |        |      |  |      |        |                     |  |   |        |  |  |   |        |  |  |   |      |  |  |  |      |  
|Earnings before cumulative effect of
accounting changes  basic   |  | $                        | 1.20   |               |  | $    | 0.73   |      |  | $    | 1.00   |                     |  | $ | 0.13   |  |  | $ | 0.76   |  |  | $ | 0.47 |  |  |  | 64.4 | %
|Earnings before cumulative effect of
accounting changes  diluted |  | $                        | 1.19   |               |  | $    | 0.73   |      |  | $    | 0.99   |                     |  | $ | 0.13   |  |  | $ | 0.74   |  |  | $ | 0.46 |  |  |  | 63.0 | %
|Basic weighted average common shares                              |  |                          | 35,849 |               |  |      | 35,803 |      |  |      | 36,365 |                     |  |   | 36,349 |  |  |   | 34,618 |  |  |   | 46   |  |  |  | 0.1  | %
|Diluted weighted average common shares                            |  |                          | 36,211 |               |  |      | 36,015 |      |  |      | 36,735 |                     |  |   | 36,988 |  |  |   | 35,312 |  |  |   | 196  |  |  |  | 0.5  | %
|Dividends per common share                                        |  | $                        | 0.06   |               |  | $    | 0.06   |      |  | $    | 0.06   |                     |  | $ | 0.06   |  |  | $ | 0.05   |  |  |   |     |  |  |  |     |  
|Net book value per common share outstanding
at September 30       |  | $                        | 11.57  |               |  | $    | 10.66  |      |  | $    | 10.19  |                     |  | $ | 9.44   |  |  | $ | 9.36   |  |  | $ | 0.91 |  |  |  | 8.5  | %

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|                                                                                                               |  |                     |         |              |  |      |         |      |  |      |           |                     |  |   |           |   |  |   |         |   |  |   |         |   |  |  |       |   
|-------------------------------------------------------------------------------------------------------------- |  | ------------------- | ------- | ------------ |  | ---- | ------- | ---- |  | ---- | --------- | ------------------- |  | - | --------- | - |  | - | ------- | - |  | - | ------- | - |  |  | ----- | --
|                                                                                                               |  | As of September 30, |         |              |  |      |         |      | 
|                                                                                                               |  |                     |         | 2002 vs 2001
|                                                                                                               |  | 2002                |         | 2001         |  | 2000 |         | 1999 |  | 1998 |           | Increase (Decrease)
|                                                                                                               |  |                     |         |              |  |      |         |      |  |      |           |                    
|BALANCE SHEET DATA:                                                                                            |  |                     |         |              |  |      |         |      |  |      |           |                     |  |   |           |   |  |   |         |   |  |   |         |   |  |  |       |   
|Cash and cash equivalents                                                                                      |  | $                   | 33,498  |              |  | $    | 41,849  |      |  | $    | 43,214    |                     |  | $ | 53,669    |   |  | $ | 39,495  |   |  | $ | (8,351  | ) |  |  | (20.0 | )%
|Working capital                                                                                                |  |                     | (92,805 | )            |  |      | (79,251 | )    |  |      | (89,252   | )                   |  |   | (30,659   | ) |  |   | (30,897 | ) |  |   | (13,554 | ) |  |  | (17.1 | ) 
|Goodwill, net                                                                                                  |  |                     | 242,141 |              |  |      | 250,630 |      |  |      | 264,756   |                     |  |   | 277,800   |   |  |   | 288,170 |   |  |   | (8,489  | ) |  |  | (3.4  | ) 
|Total assets                                                                                                   |  |                     | 998,884 |              |  |      | 986,881 |      |  |      | 1,022,305 |                     |  |   | 1,064,577 |   |  |   | 954,022 |   |  |   | 12,003  |   |  |  | 1.2   |   
|Long-term debt and capital lease obligations,
less current portion                                             |  |                     | 207,098 |              |  |      | 208,885 |      |  |      | 239,285   |                     |  |   | 337,481   |   |  |   | 283,319 |   |  |   | (1,787  | ) |  |  | (0.9  | ) 
|Company-obligated mandatorily redeemable convertible
securities of subsidiary holding solely parent debentures |  |                     | 78,085  |              |  |      | 110,000 |      |  |      | 110,000   |                     |  |   | 110,000   |   |  |   | 110,000 |   |  |   | (31,915 | ) |  |  | (29.0 | ) 
|Shareholders equity                                                                                           |  |                     | 415,804 |              |  |      | 381,446 |      |  |      | 370,257   |                     |  |   | 347,119   |   |  |   | 341,914 |   |  |   | 34,358  |   |  |  | 9.0   |   

|                                          |  |                          |        |              |  |      |        |      |  |      |        |                     |  |   |        |   |  |   |        |   |  |   |        |   |  |  |       |   
|----------------------------------------- |  | ------------------------ | ------ | ------------ |  | ---- | ------ | ---- |  | ---- | ------ | ------------------- |  | - | ------ | - |  | - | ------ | - |  | - | ------ | - |  |  | ----- | --
|                                          |  | Year Ended September 30, |        |             
|                                          |  |                          |        | 2002 vs 2001
|                                          |  | 2002                     |        | 2001         |  | 2000 |        | 1999 |  | 1998 |        | Increase (Decrease)
|                                          |  |                          |        |              |  |      |        |      |  |      |        |                    
|OTHER DATA:                               |  |                          |        |              |  |      |        |      |  |      |        |                     |  |   |        |   |  |   |        |   |  |   |        |   |  |  |       |   
|Depreciation and amortization             |  | $                        | 34,500 |              |  | $    | 44,263 |      |  | $    | 44,612 |                     |  | $ | 43,131 |   |  | $ | 28,674 |   |  | $ | (9,763 | ) |  |  | (22.1 | )%
|Employees (3)                             |  |                          | 18,100 |              |  |      | 18,800 |      |  |      | 16,200 |                     |  |   | 16,700 |   |  |   | 17,450 |   |  |   | (700   | ) |  |  | (3.7  | )%
|Number of shareholders (3)                |  |                          | 7,100  |              |  |      | 6,500  |      |  |      | 7,300  |                     |  |   | 10,325 |   |  |   | 8,100  |   |  |   | 600    |   |  |  | 9.2   | % 
|Market capitalization (in millions)(2)(5) |  | $                        | 724    |              |  | $    | 501    |      |  | $    | 720    |                     |  | $ | 1,075  |   |  | $ | 1,840  |   |  | $ | 223    |   |  |  | 44.5  |   
|Return on average equity (4)              |  |                          | 8.5    | %            |  |      | 6.9    | %    |  |      | 10.2   | %                   |  |   | 1.1    | % |  |   | 10.2   | % |  |   |        |   |  |  |       |   



|(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 $258 thousand, net of tax of $171 thousand.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Reflects the recapitalization, initial and subsequent public offering of
shares, and subsequent stock splits of the Company.                                                                                                                                                     
|   
|(3) |  | Reflects information as of September 30 of the respective fiscal year.                                                                                                                                                                                                           
|   
|(4) |  | Reflects return on equity calculated using fiscal year net earnings
divided by average shareholders equity for the fiscal year.                                                                                                                                                 
|   
|(5) |  | Based on number of shares outstanding and closing market price as of
September 30.                                                                                                                                                                                               
|   
|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. Parking revenues in fiscal year 2002
decreased by $7.6 million to $595.8 million from $603.4 million in 2001. The
Company experienced a net decline in the number of leased and owned locations
in 2002 of 69 locations (234 additional leased and owned locations offset by
261 lost or sold locations and 42 locations that were converted to management
agreements or consolidated with existing locations).


Parking revenues from owned properties amounted to $68.2 million, $71.6
million and $73.2 million for the years ended September 30, 2002, 2001 and
2000, respectively. Owned properties parking revenues, as a percentage of all
parking revenues, amounted to 11.4%, 11.9% and 11.6% in 2002, 2001 and 2000,
respectively.

Parking revenues from leased facilities amounted to $527.6 million, $531.8
million and $555.5 million for the years ended September 30, 2002, 2001 and
2000, respectively. Leased properties parking revenues, as a percentage of all
parking revenues, accounted for 88.6%, 88.1% and 88.4% in 2002, 2001 and 2000,
respectively.

Management contract and other revenues (excluding reimbursement of
management contract expenses) include revenues from managed facilities. In
fiscal year 2002, management contract revenues increased 19.0% to $121.1
million. The number of managed facilities actually declined during fiscal year
2002 by 107 locations (335 added offset by 249 lost and 193 locations that were
consolidated with existing locations). Management contract and other revenues
amounted to $101.7 million and $102.3 million for the years ended September 30,
2001 and 2000, respectively.

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 requires 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 have been reclassified to conform to the presentation
of these reimbursed expenses. Adoption of the pronouncement resulted in an
increase in total revenues and total costs and expenses in equal amounts of
$390.3 million, $373.4 million and $312.7 million for the years ended September
30, 2002, 2001 and 2000, respectively. This accounting change has no impact on
operating earnings or net earnings.

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|                                                                                                            |                                                               |      |                          |      |    |      |       |      |    |      |       |      |    |   |       |      |   |   |       |      |  
|----------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------- | ---- | ------------------------ | ---- | -- | ---- | ----- | ---- | -- | ---- | ----- | ---- | -- | - | ----- | ---- | - | - | ----- | ---- | -
|                                                                                                            |                                                               |      | Year ended September 30,
|                                                                                                            |                                                               |      |                         
|Historical Financial Summary ($ millions)                                                                   |                                                               | 2002 |                          | 2001 |    | 2000 |       | 1999 |    | 1998
|                                                                                                            |                                                               |      |                          |      |    |      |       |      |    |     
|Parking revenues                                                                                            |                                                               | $    | 595.8                    |      |    | $    | 603.4 |      |    | $    | 628.7 |      |    | $ | 639.1 |      |   | $ | 534.6 |     
|                                                                                                            | % Growth over prior year                                      |      |                          | (1.3 | )% |      |       | (4.0 | )% |      |       | (1.6 | )% |   |       | 19.6 | % |   |       | 80.8 | %
|Management contract and other revenues                                                                      |                                                               | $    | 121.1                    |      |    | $    | 101.7 |      |    | $    | 102.3 |      |    | $ | 91.4  |      |   | $ | 65.8  |     
|                                                                                                            | % Growth over prior year                                      |      |                          | 19.0 | %  |      |       | (0.5 | )% |      |       | 11.9 | %  |   |       | 38.8 | % |   |       | 52.2 | %
|Total parking and management contract and other revenues, excluding
reimbursed management expenses          |                                                               | $    | 716.9                    |      |    | $    | 705.2 |      |    | $    | 730.9 |      |    | $ | 730.5 |      |   | $ | 600.4 |     
|                                                                                                            | % Growth over prior year                                      |      |                          | 1.7  | %  |      |       | (3.5 | )% |      |       | 0.1  | %  |   |       | 21.7 | % |   |       | 77.1 | %
|Cost of parking and management contracts, excluding reimbursed
management expenses                          |                                                               | $    | 574.5                    |      |    | $    | 554.8 |      |    | $    | 565.0 |      |    | $ | 562.9 |      |   | $ | 456.7 |     
|                                                                                                            | % of total revenues, excluding reimbursed management expenses |      |                          | 80.1 | %  |      |       | 78.7 | %  |      |       | 77.3 | %  |   |       | 77.1 | % |   |       | 76.1 | %
|General and administrative expenses, excluding merger costs                                                 |                                                               | $    | 71.0                     |      |    | $    | 67.1  |      |    | $    | 72.0  |      |    | $ | 77.3  |      |   | $ | 63.7  |     
|                                                                                                            | % of total revenues, excluding reimbursed management expenses |      |                          | 9.9  | %  |      |       | 9.5  | %  |      |       | 9.9  | %  |   |       | 10.6 | % |   |       | 10.6 | %
|Goodwill and non-compete amortization                                                                       |                                                               | $    | 0.4                      |      |    | $    | 12.0  |      |    | $    | 12.1  |      |    | $ | 11.6  |      |   | $ | 8.3   |     
|                                                                                                            | % of total revenues, excluding reimbursed management expenses |      |                          | 0.1  | %  |      |       | 1.7  | %  |      |       | 1.7  | %  |   |       | 1.6  | % |   |       | 1.4  | %
|Depreciation and amortization  excluding goodwill and non-compete                                          |                                                               | $    | 34.1                     |      |    | $    | 32.2  |      |    | $    | 32.5  |      |    | $ | 31.5  |      |   | $ | 20.4  |     
|Merger costs                                                                                                |                                                               | $    |                         |      |    | $    |      |      |    | $    | 3.7   |      |    | $ | 41.0  |      |   | $ |      |     
|                                                                                                            | % of total revenues, excluding reimbursed management expenses |      |                          |     |    |      |       |     |    |      |       | 0.5  | %  |   |       | 5.6  | % |   |       |     |  
|Property-related (losses) gains, net                                                                        |                                                               | $    | (0.9                     | )    |    | $    | (7.3  | )    |    | $    | 0.9   |      |    | $ | 3.0   |      |   | $ | (0.6  | )   
|Operating earnings                                                                                          |                                                               | $    | 70.2                     |      |    | $    | 64.0  |      |    | $    | 79.0  |      |    | $ | 40.7  |      |   | $ | 71.0  |     
|                                                                                                            | % of total revenues, excluding reimbursed management expenses |      |                          | 9.8  | %  |      |       | 9.1  | %  |      |       | 10.8 | %  |   |       | 5.6  | % |   |       | 11.8 | %
|Interest income (expense), net                                                                              |                                                               | $    | (6.4                     | )    |    | $    | (13.7 | )    |    | $    | (20.2 | )    |    | $ | (21.9 | )    |   | $ | (24.6 | )   
|Dividends on company-obligated mandatorily redeemable
convertible securities of subsidiary trust            |                                                               | $    | (4.9                     | )    |    | $    | (5.9  | )    |    | $    | (6.0  | )    |    | $ | (5.9  | )    |   | $ | (3.2  | )   
|Gain on repurchase of company-obligated mandatorily
redeemable convertible securities of a subsidiary trust |                                                               | $    | 9.2                      |      |    | $    |      |      |    | $    |      |      |    | $ |      |      |   | $ |      |     
|Equity in partnerships and joint venture earnings                                                           |                                                               | $    | 4.0                      |      |    | $    | 5.1   |      |    | $    | 10.3  |      |    | $ | 5.2   |      |   | $ | 5.2   |     
|Earnings before cumulative effect of accounting changes                                                     |                                                               | $    | 43.1                     |      |    | $    | 26.1  |      |    | $    | 36.4  |      |    | $ | 4.7   |      |   | $ | 26.1  |     
|                                                                                                            | % of total revenues, excluding reimbursed management expenses |      |                          | 6.0  | %  |      |       | 3.7  | %  |      |       | 5.0  | %  |   |       | 0.6  | % |   |       | 4.4  | %

A summary of the facilities operated domestically and internationally by
Central Parking as of September 30, 2002 is as follows:

|                           |  |         |       |        |  |       |       |       |  |        |     |          |  |  |       |  |  |  |           |  |  |         |       |  
|-------------------------- |  | ------- | ----- | ------ |  | ----- | ----- | ----- |  | ------ | --- | -------- |  |  | ----- |  |  |  | --------- |  |  | ------- | ----- | -
|                           |  |         |       |        |  |       |       |       |  |        |     |          |  |  |       |  |  |  |           |  |  | Percent
|                           |  | Managed |       | Leased |  | Owned |       | Total |  | Spaces |     | of Total
|                           |  |         |       |        |  |       |       |       |  |        |     |         
|Total U.S. and Puerto Rico |  |         | 1,553 |        |  |       | 1,714 |       |  |        | 210 |          |  |  | 3,477 |  |  |  | 1,375,944 |  |  |         | 84.3  | %
|                           |  |         |       |        |  |       |       |       |  |        |     |          |  |  |       |  |  |  |           |  |  |         |       |  
|United Kingdom             |  |         | 63    |        |  |       | 15    |       |  |        |    |          |  |  | 78    |  |  |  | 121,022   |  |  |         | 7.4   |  
|Mexico (1)                 |  |         | 59    |        |  |       | 48    |       |  |        |    |          |  |  | 107   |  |  |  | 64,062    |  |  |         | 3.9   |  
|Canada                     |  |         | 49    |        |  |       | 73    |       |  |        | 4   |          |  |  | 126   |  |  |  | 34,122    |  |  |         | 2.1   |  
|Venezuela                  |  |         | 4     |        |  |       | 10    |       |  |        |    |          |  |  | 14    |  |  |  | 10,397    |  |  |         | 0.6   |  
|Germany (1)                |  |         | 6     |        |  |       | 13    |       |  |        |    |          |  |  | 19    |  |  |  | 8,300     |  |  |         | 0.5   |  
|Chile                      |  |         | 14    |        |  |       | 5     |       |  |        |    |          |  |  | 19    |  |  |  | 8,032     |  |  |         | 0.5   |  
|Greece                     |  |         | 1     |        |  |       |      |       |  |        |    |          |  |  | 1     |  |  |  | 4,500     |  |  |         | 0.3   |  
|Peru                       |  |         | 2     |        |  |       |      |       |  |        |    |          |  |  | 2     |  |  |  | 1,378     |  |  |         | 0.1   |  
|Spain                      |  |         | 2     |        |  |       | 1     |       |  |        |    |          |  |  | 3     |  |  |  | 1,228     |  |  |         | 0.1   |  
|Poland (1)                 |  |         | 2     |        |  |       | 3     |       |  |        |    |          |  |  | 5     |  |  |  | 1,187     |  |  |         | 0.1   |  
|Colombia                   |  |         | 3     |        |  |       | 3     |       |  |        |    |          |  |  | 6     |  |  |  | 870       |  |  |         | 0.1   |  
|Ireland                    |  |         | 4     |        |  |       |      |       |  |        |    |          |  |  | 4     |  |  |  | 500       |  |  |         | 0.0   |  
|Switzerland                |  |         |      |        |  |       | 1     |       |  |        |    |          |  |  | 1     |  |  |  | 325       |  |  |         | 0.0   |  
|                           |  |         |       |        |  |       |       |       |  |        |     |          |  |  |       |  |  |  |           |  |  |         |       |  
|Total foreign              |  |         | 209   |        |  |       | 172   |       |  |        | 4   |          |  |  | 385   |  |  |  | 255,923   |  |  |         | 15.7  |  
|                           |  |         |       |        |  |       |       |       |  |        |     |          |  |  |       |  |  |  |           |  |  |         |       |  
|Total facilities           |  |         | 1,762 |        |  |       | 1,886 |       |  |        | 214 |          |  |  | 3,862 |  |  |  | 1,631,867 |  |  |         | 100.0 | %
|                           |  |         |       |        |  |       |       |       |  |        |     |          |  |  |       |  |  |  |           |  |  |         |       |  



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

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

|                               |                                        |                  |       |                          |      |      |       |       |       |    |       |       |       |   
|------------------------------ | -------------------------------------- | ---------------- | ----- | ------------------------ | ---- | ---- | ----- | ----- | ----- | -- | ----- | ----- | ----- | --
|                               |                                        |                  |       | Year Ended September 30,
|                               |                                        |                  |       |                         
|                               |                                        |                  |       | 2002                     |      | 2001 |       | 2000 
|                               |                                        |                  |       |                          |      |      |       |      
|Managed Facilities:            |                                        |                  |       |                          |      |      |       |       |       |    |       |      
|                               | Beginning of year                      |                  |       | 1,869                    |      |      |       | 2,025 |       |    |       | 2,096 |      
|                               |                                        |                  |       |                          |      |      |       |       |       |    |       |      
|                               | Acquired or merged during year         |                  |       | 71                       |      |      |       |      |       |    |       |      |      
|                               | Added during year                      |                  |       | 264                      |      |      |       | 268   |       |    |       | 198   |      
|                               | Consolidated during year               |                  |       | (193                     | )    |      |       |      |       |    |       |      |      
|                               | Deleted during year                    |                  |       | (249                     | )    |      |       | (424  | )     |    |       | (269  | )    
|                               |                                        |                  |       |                          |      |      |       |       |       |    |       |      
|                               | End of year                            |                  |       | 1,762                    |      |      |       | 1,869 |       |    |       | 2,025 |      
|                               |                                        |                  |       |                          |      |      |       |       |       |    |       |      
|                               | Renewal Rate (2)                       |                  |       | 88.7                     | %    |      |       | 81.5  | %     |    |       | 88.3  | %    
|Leased Facilities:             |                                        |                  |       |                          |      |      |       |       |       |    |       |      
|                               | Beginning of year                      |                  |       | 1,950                    |      |      |       | 2,190 |       |    |       | 2,455 |      
|                               |                                        |                  |       |                          |      |      |       |       |       |    |       |      
|                               | Acquired or merged during year         |                  |       | 27                       |      |      |       |      |       |    |       |      |      
|                               | Added during year                      |                  |       | 207                      |      |      |       | 243   |       |    |       | 159   |      
|                               | Consolidated during year               |                  |       | (37                      | )    |      |       |      |       |    |       |      |      
|                               | Deleted during year                    |                  |       | (261                     | )    |      |       | (483  | )     |    |       | (424  | )    
|                               |                                        |                  |       |                          |      |      |       |       |       |    |       |      
|                               | End of year                            |                  |       | 1,886                    |      |      |       | 1,950 |       |    |       | 2,190 |      
|                               |                                        |                  |       |                          |      |      |       |       |       |    |       |      
|Owned Facilities (1):          |                                        |                  |       |                          |      |      |       |       |       |    |       |      
|                               | Beginning of year                      |                  |       | 219                      |      |      |       | 239   |       |    |       | 259   |      
|                               |                                        |                  |       |                          |      |      |       |       |       |    |       |      
|                               | Purchased during year                  |                  |       | 7                        |      |      |       | 3     |       |    |       |      |      
|                               | Closed or sold during year             |                  |       | (12                      | )    |      |       | (23   | )     |    |       | (20   | )    
|                               |                                        |                  |       |                          |      |      |       |       |       |    |       |      
|                               | End of year                            |                  |       | 214                      |      |      |       | 219   |       |    |       | 239   |      
|                               |                                        |                  |       |                          |      |      |       |       |       |    |       |      
|Total facilities (end of year) |                                        |                  | 3,862 |                          |      |      | 4,038 |       |       |    | 4,454 |      
|                               |                                        |                  |       |                          |      |      |       |       |       |    |       |      
|                               | Net reduction in number of facilities: |                  |       |                          |      |      |       |       |       |    |       |       |      
|                               |                                        | Managed          |       |                          | (5.7 | )%   |       |       | (7.7  | )% |       |       | (3.4  | )%
|                               |                                        | Leased           |       |                          | (3.2 | )%   |       |       | (11.0 | )% |       |       | (10.8 | )%
|                               |                                        | Owned            |       |                          | (2.3 | )%   |       |       | (8.4  | )% |       |       | (7.7  | )%
|                               |                                        | Total facilities |       |                          | (4.4 | )%   |       |       | (9.3  | )% |       |       | (7.4  | )%



|(1) |  | Includes the Companys corporate headquarters in Nashville, Tennessee.                                                                                                 
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | 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.

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

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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, 2002, the following involve a higher degree of judgment and
complexity:

Impairment of Long-Lived Assets and Goodwill

As of September 30, 2002, the Companys long-lived assets were comprised
primarily of $434.7 million of property, equipment and leasehold improvements
and $108.4 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. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of. Beginning October 1, 2001, the
Company accounts for goodwill and other intangible assets under the provisions
of SFAS No. 142, Goodwill and Other Intangible Assets. As of September 30,
2002, the Company had $242.1 million of goodwill.


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. For the fiscal year
ended September 30, 2002, the Company recorded $9.9 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. 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.
Factors that could potentially have an unfavorable economic effect on the Company's judgments
and estimates include, among others: changes imposed by governmental and regulatory agencies, such
as property condemnations and assessment of parking-related taxes; construction or other events that
could change traffic patterns; and terrorism or other catastrophic events.

Contract and Lease Rights

As of September 30, 2002, the Company had $108.4 million of contract and
lease rights. The Company capitalizes payments made to third parties which
provide the Company the right to manage or lease facilities. Lease rights and
management contract rights which are purchased individually are amortized on a
straight-line basis over the terms of the related agreements which range from 5
to 30 years. Management contract rights acquired through acquisition of an
entity are amortized as a group over the estimated term of the contracts,
including anticipated renewals and terminations based on the Companys
historical experience (typically 15 years). If the renewal rate of contracts
within an acquired group is less than initially estimated, accelerated
amortization or impairment may be necessary.


Lease Termination Costs

The Company has recognized lease termination costs 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), in its financial statements. 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.


Litigation

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


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Income Taxes

The Company uses the asset and liability method of SFAS No. 109,
Accounting for Income Taxes, to account for income taxes. Under this method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The Company has certain
net operating loss carry forwards which expire between 2003 and 2017. The
ability of the Company to fully utilize these net operating losses to offset
taxable income is limited due to changes in ownership of the companies which
generated these losses. These limitations have been considered in the
determination of the Companys deferred tax asset valuation allowance. The
valuation allowance provides for net operating loss carry forwards for which
recoverability is deemed to be uncertain. The carrying value of the Companys
net deferred tax assets assumes that the Company will be able to generate
sufficient future taxable income in certain tax jurisdictions, based on
estimates and assumptions. If these estimates and related assumptions change in
the future, the Company will be required to adjust its deferred tax valuation
allowances.


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Results of Operations

The following table sets forth, for the periods indicated, information
derived from the Companys consolidated financial statements expressed as a
percentage of total revenues, excluding reimbursement of management contract
revenues.


|                                                                                                 |                                                                                             |  |                          |       |      |  |       |       |   |  |       |       |  
|------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------- |  | ------------------------ | ----- | ---- |  | ----- | ----- | - |  | ----- | ----- | -
|                                                                                                 |                                                                                             |  | Year Ended September 30,
|                                                                                                 |                                                                                             |  |                         
|                                                                                                 |                                                                                             |  | 2002                     |       | 2001 |  | 2000 
|                                                                                                 |                                                                                             |  |                          |       |      |  |      
|Parking revenues                                                                                 |                                                                                             |  | 83.1                     | %     |      |  | 85.6  | %     |   |  | 86.0  | %    
|Management contract and other revenues                                                           |                                                                                             |  | 16.9                     |       |      |  | 14.4  |       |   |  | 14.0  |      
|                                                                                                 |                                                                                             |  |                          |       |      |  |       |       |   |  |       |      
|                                                                                                 |                                                                                             |  | 100.0                    |       |      |  | 100.0 |       |   |  | 100.0 |      
|Reimbursement of management contract expenses                                                    |                                                                                             |  | 54.4                     |       |      |  | 53.0  |       |   |  | 42.8  |      
|                                                                                                 |                                                                                             |  |                          |       |      |  |       |       |   |  |       |      
|                                                                                                 | Total revenues                                                                              |  |                          | 154.4 |      |  |       | 153.0 |   |  |       | 142.8 |  
|Cost of parking and management contracts                                                         |                                                                                             |  | 80.2                     |       |      |  | 78.7  |       |   |  | 77.3  |      
|General and administrative expenses                                                              |                                                                                             |  | 9.9                      |       |      |  | 9.5   |       |   |  | 9.8   |      
|Goodwill and non-compete amortization                                                            |                                                                                             |  |                         |       |      |  | 1.7   |       |   |  | 1.7   |      
|Merger costs                                                                                     |                                                                                             |  |                         |       |      |  |      |       |   |  | 0.5   |      
|Reimbursed management contract expenses                                                          |                                                                                             |  | 54.4                     |       |      |  | 53.0  |       |   |  | 42.8  |      
|Property-related (losses) gains, net                                                             |                                                                                             |  | (0.1                     | )     |      |  | (1.0  | )     |   |  | 0.1   |      
|                                                                                                 |                                                                                             |  |                          |       |      |  |       |       |   |  |       |      
|                                                                                                 | Operating earnings                                                                          |  |                          | 9.8   |      |  |       | 9.1   |   |  |       | 10.8  |  
|Interest income (expense), net                                                                   |                                                                                             |  | (0.9                     | )     |      |  | (2.1  | )     |   |  | (2.7  | )    
|Dividends on Company-obligated mandatorily redeemable
convertible securities of subsidiary trust |                                                                                             |  | (0.7                     | )     |      |  | (0.8  | )     |   |  | (0.8  | )    
|Gain on repurchase of Company-obligated mandatorily redeemable securities of
subsidiary trust    |                                                                                             |  | 1.3                      |       |      |  |      |       |   |  |      |      
|Equity in partnership and joint venture earnings                                                 |                                                                                             |  | 0.6                      |       |      |  | 0.7   |       |   |  | 1.4   |      
|                                                                                                 |                                                                                             |  |                          |       |      |  |       |       |   |  |       |      
|                                                                                                 | Earnings before income taxes, minority interest and
cumulative effect of accounting changes |  |                          | 10.1  |      |  |       | 6.9   |   |  |       | 8.7   |  
|Income taxes                                                                                     |                                                                                             |  | 3.4                      |       |      |  | 2.7   |       |   |  | 3.2   |      
|                                                                                                 |                                                                                             |  |                          |       |      |  |       |       |   |  |       |      
|                                                                                                 | Earnings before minority interest and
cumulative effect of accounting changes               |  |                          | 6.7   | %    |  |       | 4.2   | % |  |       | 5.5   | %
|                                                                                                 |                                                                                             |  |                          |       |      |  |       |       |   |  |       |      

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 $595.8 million
from $603.4 million in fiscal year 2001, a decrease of $7.6 million, or 1.3%.
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.


Management contract and other revenues (excluding reimbursement of
management contract expenses) increased in fiscal year 2002 to $121.1 million
from $101.7 million in fiscal year 2001, an increase of $19.4 million, or
19.0%. 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 slightly to $42.3 million for fiscal year 2002
compared to $43.0 million for fiscal year 2001, a decrease of $0.7 million, or
1.6%.

Cost of parking in fiscal year 2002 increased to $525.3 million from
$513.6 million in fiscal year 2001, an increase of $11.7 million, or 2.3%. 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

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as a percentage of parking revenues
increased to 88.2% in fiscal year 2002 from 85.1% 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 40.6% in fiscal year 2002 compared to
40.5% 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 $67.1 million in 2001, an increase of $3.9 million, or 5.8%. 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 9.9% in 2002 from 9.5% in 2001 primarily due to the aforementioned
acquisitions.

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 $0.9 million
compared to $7.3 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 $9.9 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. The Company also incurred $7.7 million of costs to exit
unfavorable lease agreements.

Interest income in fiscal year 2002 increased slightly to $6.1 million
from $5.8 million in fiscal year 2001. Interest expense decreased in fiscal
year 2002 to $12.5 million from $19.5 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 of debt outstanding during fiscal year
2002 was $274.8 million at a weighted average rate of 4.5% compared to a
weighted average balance of $289.6 million at a weighted average rate of 6.5%
during fiscal year 2001.

Dividends on Company-obligated mandatorily redeemable convertible
securities of a subsidiary trust (the 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 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 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 2001.

The Companys effective income tax rate before minority interest and
cumulative effect of accounting changes was 33.5% in fiscal year 2002 compared
to 38.6% 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. The Companys effective tax rate is expected to be
approximately 33.0% before nonrecurring items for fiscal year 2003.

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In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (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 is 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.

Year Ended September 30, 2001 Compared to Year Ended September 30, 2000

Parking revenues in fiscal year 2001 decreased to $603.4 million from
$628.7 million in fiscal year 2000, a decrease of $25.3 million, or 4.0%. The
decrease is due to several factors. In addition to a net reduction of 260
leased and owned facilities and a general economic slowdown during fiscal year
2001, management estimates that the Company lost $1.4 million in revenues in
the second quarter due to severe weather in the northeast and $5.0 million in
revenues in the fourth quarter due to the effects of the September 11 terrorist
attacks.


Management contract and other revenues (excluding reimbursement of
management contract expenses) decreased slightly in fiscal year 2001 to $101.7
million from $102.3 million in fiscal year 2000, a decrease of $0.5 million, or
0.5%.

Revenues from foreign operations increased to $43.0 million for fiscal
year 2001 compared to $39.3 million for fiscal year 2000, an increase of $3.7
million, or 9.4%. The increase was driven by the addition of Venezuela, the
Athens, Greece airport, and several on-street contracts in the United Kingdom.

Cost of parking in fiscal year 2001 decreased to $513.6 million from
$528.7 million in fiscal year 2000, a decrease of $15.1 million, or 2.9%. Net
rent expense decreased in fiscal year 2001 to $294.2 million from $307.4
million in fiscal year 2000, a decrease of $13.2 million, or 4.3%. Payroll
expenses decreased during fiscal year 2001 to $111.0 million from $117.7
million during fiscal year 2000, a decrease of $6.7 million, or 5.7%. The
decrease in both rent and payroll expense can be attributed to the fewer number
of leased locations in operation during fiscal year 2001. Cost of parking, as
a percentage of parking revenues, increased to 85.1% in fiscal year 2001 from
84.1% in fiscal year 2000. 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 2001 increased to $41.2
million from $36.3 million in fiscal year 2000, an increase of $4.9 million, or
13.6%. The cost of management contracts, as a percentage of management
contract and other revenues, increased to 40.5% in fiscal year 2001 from 35.5%
in fiscal year 2000. The increases are primarily a result of higher costs
associated with the Companys healthcare insurance programs as well as an
increase in the cost of administering certain payroll-related activities on
behalf of management contract clients.

General and administrative expenses decreased to $67.1 million in 2001
from $72.0 million in 2000, a decrease of $4.9 million, or 6.7%. The decrease
was primarily a result of technology enhancements and cost savings plans
implemented in fiscal year 2001. General and administrative expenses decreased,
as a percentage of total revenues, excluding reimbursement of management
contract expenses, to 9.5% in 2001 from 9.9% in 2000 as a result of the
aforementioned actions.

Amortization expense of goodwill and non-compete agreements was $12.0
million in fiscal year 2001, down slightly from $12.1 million in fiscal year
2000.

The Company incurred $3.7 million of Allright-related merger costs during
the first and second quarters of fiscal year 2000. Included in these costs are
approximately $1.3 million in professional fees, $1.1 million in severance and
employment-related payments and $1.3 million in various other miscellaneous
expenses. No such costs were incurred in fiscal year 2001.

Net property-related losses for fiscal year 2001 were $7.3 million
compared to net property-related gains of $0.9 million in fiscal year 2000.
The Company recorded impairment charges totaling $8.3 million during fiscal
year 2001 compared to $4.8 million in fiscal year 2000. Of these charges, $5.5
million was attributable to properties where the carrying value of the
goodwill, contract rights and lease rights was no longer supportable by
projected future cash flows and $2.8 million related to leasehold improvements
on

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such properties in fiscal year 2001. In addition, the Company incurred $7.7
million in lease termination costs in fiscal year 2001 compared to $0.4 million
in fiscal year 2000, as it aggressively pursued opportunities to exit
unfavorable lease agreements. The impairment and lease termination costs were
offset by $8.8 million of gains from sales of owned properties during fiscal
year 2001 compared to $6.1 million in fiscal year 2000.

Interest income in fiscal year 2001 decreased to $5.8 million from $6.9
million in fiscal year 2000 due to a decline in market interest rates.
Interest expense decreased in fiscal year 2001 to $19.5 million from $27.1
million in fiscal year 2000 due to the aforementioned decrease in market
interest rates, as well as a $58.7 million reduction in the Companys weighted
average outstanding debt balance during the year. The Companys variable rate
debt was positively impacted during fiscal year 2001 by the decline in interest
rates. The weighted-average balance of debt outstanding during fiscal year
2001 was $289.6 million at a weighted average rate of 6.5% compared to a
weighted average balance of $348.3 million at a weighted average rate of 7.4%
during fiscal year 2000.

Dividends on Company-obligated mandatorily redeemable convertible
securities of a subsidiary trust decreased to $5.9 million in fiscal year 2001
from $6.0 million in fiscal year 2000.

Equity in partnership and joint venture earnings decreased to $5.1 million
in fiscal year 2001 from $10.3 million in fiscal year 2000. The decrease is
due to a $5.0 million gain on the sale of a property in fiscal year 2000
recognized by a partnership in which the Company was a limited partner. This
transaction resulted from the general partners decision to sell the property
as allowed by the partnership agreement.

The Companys effective income tax rate before minority interest and
cumulative effect of accounting changes was 38.6% in fiscal year 2001 as
compared to 36.7% in fiscal year 2000. The increase in the effective tax rate
is primarily attributable to an increase in nondeductible goodwill as a
percentage of taxable income. Additionally, the Company recorded a one-time
benefit of approximately $1.5 million during fiscal year 2000 relating to the
reduction of certain federal and state net operating loss valuation allowances
that had been established by Allright. No such benefit was recognized in
fiscal year 2001.

Quarterly Results

The Company has and may continue to experience fluctuations in revenues
and related expenses due to acquisitions, pre-opening costs, travel and
transportation patterns affected by weather and calendar related events, and
local 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 can be impacted by the relative
degree of success of various sports teams and strikes. The following table sets
forth certain quarterly statements of earnings 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 earnings 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

|                                                                            |  |                  |         |          |  |         |       |              |  |   |         |  |  |  |       |   |  |   |         |   |  |  |       |   |  |   |         |   |  |  |       |  
|--------------------------------------------------------------------------- |  | ---------------- | ------- | -------- |  | ------- | ----- | ------------ |  | - | ------- |  |  |  | ----- | - |  | - | ------- | - |  |  | ----- | - |  | - | ------- | - |  |  | ----- | -
|                                                                            |  | 2002 Fiscal Year
|                                                                            |  |                 
|                                                                            |  | December 31      |         | March 31 |  | June 30 |       | September 30
|                                                                            |  |                  |         |          |  |         |       |             
|Total revenues, excluding reimbursement
of management contract expenses     |  | $                | 176,951 |          |  |         | 100.0 | %            |  | $ | 179,134 |  |  |  | 100.0 | % |  | $ | 182,965 |   |  |  | 100.0 | % |  | $ | 177,898 |   |  |  | 100.0 | %
|Property related gains (losses), net                                        |  |                  | 4,008   |          |  |         | 2.3   |              |  |   | 3,025   |  |  |  | 1.7   |   |  |   | (2,298  | ) |  |  | (1.3  | ) |  |   | (5,641  | ) |  |  | (3.2  | )
|Operating earnings                                                          |  |                  | 22,871  |          |  |         | 12.9  |              |  |   | 20,864  |  |  |  | 11.6  |   |  |   | 17,494  |   |  |  | 9.6   |   |  |   | 8,942   |   |  |  | 5.0   |  
|Earnings before cumulative effect
of accounting changes                     |  |                  | 15,684  |          |  |         | 8.9   |              |  |   | 12,891  |  |  |  | 7.2   |   |  |   | 10,103  |   |  |  | 5.5   |   |  |   | 4,431   |   |  |  | 2.5   |  
|Earnings before cumulative effect
of accounting changes per share  basic   |  | $                | 0.44    |          |  |         |       |              |  | $ | 0.36    |  |  |  |       |   |  | $ | 0.28    |   |  |  |       |   |  | $ | 0.12    |   |  |  |       |  
|Earnings before cumulative effect
of accounting changes per share  diluted |  | $                | 0.44    |          |  |         |       |              |  | $ | 0.36    |  |  |  |       |   |  | $ | 0.28    |   |  |  |       |   |  | $ | 0.12    |   |  |  |       |  

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|                                                                            |  |                  |         |          |  |         |       |              |  |   |         |   |  |  |       |   |  |   |         |   |  |  |       |   |  |   |         |   |  |  |       |  
|--------------------------------------------------------------------------- |  | ---------------- | ------- | -------- |  | ------- | ----- | ------------ |  | - | ------- | - |  |  | ----- | - |  | - | ------- | - |  |  | ----- | - |  | - | ------- | - |  |  | ----- | -
|                                                                            |  | 2001 Fiscal Year
|                                                                            |  |                 
|                                                                            |  | December 31 (a)  |         | March 31 |  | June 30 |       | September 30
|                                                                            |  |                  |         |          |  |         |       |             
|Total revenues, excluding reimbursement
of management contract expenses     |  | $                | 177,565 |          |  |         | 100.0 | %            |  | $ | 174,034 |   |  |  | 100.0 | % |  | $ | 179,145 |   |  |  | 100.0 | % |  | $ | 174,415 |   |  |  | 100.0 | %
|Property related gains (losses), net                                        |  |                  | 2,777   |          |  |         | 1.6   |              |  |   | (2,296  | ) |  |  | (1.3  | ) |  |   | (3,058  | ) |  |  | (1.7  | ) |  |   | (4,678  | ) |  |  | (2.7  | )
|Operating earnings                                                          |  |                  | 25,426  |          |  |         | 14.3  |              |  |   | 16,121  |   |  |  | 9.3   |   |  |   | 15,934  |   |  |  | 8.9   |   |  |   | 6,516   |   |  |  | 3.7   |  
|Earnings before cumulative effect
of accounting changes                     |  |                  | 11,681  |          |  |         | 6.6   |              |  |   | 6,735   |   |  |  | 3.9   |   |  |   | 6,737   |   |  |  | 3.8   |   |  |   | 958     |   |  |  | 0.5   |  
|Earnings before cumulative effect
of accounting changes per share  basic   |  | $                | 0.32    |          |  |         |       |              |  | $ | 0.19    |   |  |  |       |   |  | $ | 0.19    |   |  |  |       |   |  | $ | 0.03    |   |  |  |       |  
|Earnings before cumulative effect
of accounting changes per share  diluted |  | $                | 0.32    |          |  |         |       |              |  | $ | 0.19    |   |  |  |       |   |  | $ | 0.19    |   |  |  |       |   |  | $ | 0.03    |   |  |  |       |  



|(a) |  | Includes retroactive effect of adoption of Staff Accounting Bulletin 101
in the second quarter of fiscal year 2001.
|--- |  | -------------------------------------------------------------------------------------------------------------------

Liquidity and Capital Resources

Net cash provided by operating activities for fiscal year 2002 was $74.8
million, a increase of $27.6 million from net cash provided by operating
activities of $47.2 million during fiscal year 2001. The primary factors which
contributed to this change were favorable changes in operating assets and
liabilities totaling $28.0 million.


Net cash used by investing activities was $37.5 million for fiscal year
2002 compared to $1.2 million of net cash provided by investing activities in
fiscal year 2001. This change was primarily due to significant property and
business acquisitions made by the Company during 2002, including $18.9 million
of contract and lease rights and $17.8 million of acquisitions. The Company
spent only $2.6 million on similar items in fiscal year 2001.

Net cash used by financing activities for fiscal year 2002 was $45.2
million, a net decrease of $4.7 million from fiscal year 2001.
Net cash used by financing activities in fiscal year 2002 consisted of
debt repayment of $54.2 million and repurchase of mandatorily redeemable
preferred securities of $21.8 million partially offset by additional borrowings
under the Companys credit facility of $33.5 million.

In March 1999, the Company entered into a credit facility (the 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 Credit Facility bears interest at LIBOR plus
a grid-based margin dependent upon the Company achieving certain financial
ratios. The amount outstanding under the Companys 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 is required to be repaid in quarterly payments of $12.5 million through
March 2004. The aggregate availability under the 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 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 is being amortized over the life of the Credit Facility.
Interest rates were not affected by this amendment.

The Credit Facility contains covenants including those that require the
Company to maintain certain financial ratios and net worth, limit the amount of
dividends paid and restrict further indebtedness, stock repurchases and certain
transactions such as asset dispositions. The two primary ratios are a leverage
ratio and a fixed charge coverage ratio. Quarterly compliance is calculated
using a four quarter rolling methodology and measured against certain targets.
The grid-based interest rate margin is based upon the Company achieving certain
financial ratios. The Company was in compliance with these financial covenants
as of September 30, 2002; however, there can be no assurance that the Company
will be in compliance with one or more of these covenants in future quarters.

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The Credit Facility matures in March 2004. The Company has begun
discussions related to replacing the Credit Facility and continues to evaluate
various financing alternatives as it seeks to optimize the rate, duration and
mix of its debt. The interest rates under any new borrowing arrangement would
likely increase as compared to the interest rates in the Credit Facility
considering the current credit markets. Additionally, any new borrowing arrangement could impose additional
covenants and restrictions.

On November 1, 2002, the Company entered into a revolving credit note of
$10 million. The revolving credit note is due February 28, 2003 and carries an
interest rate of LIBOR plus 87.5 basis points. Proceeds of the note were used
to provide additional working capital and for general corporate purposes.

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 Central Parkings Credit
Facility over the next twelve months. In the ordinary course of business,
Central Parking is required to maintain and, in some cases, make capital
improvements to the parking facilities it operates. If Central Parking
identifies investment opportunities requiring cash in excess of Central
Parkings cash flows and the existing Credit Facility, Central Parking may seek
additional sources of capital, including seeking to amend the Credit Facility
to obtain additional indebtedness. The Allright Registration Rights Agreement provided certain limitations and restrictions upon
Central Parkings ability to issue new shares of Central Parking common stock.
While a significant number of shares of common stock issued in the Allright
Merger are still subject to the Registration Rights Agreement, the restrictions
on Central Parkings ability to issue new shares of Central Parking common
stock expired in February 2002. 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, 2002, 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 2003 to be approximately $25 to $30 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 2002.

The following tables summarize the Companys total contractual obligations
and commercial commitments as of September 30, 2002 (amounts in thousands):

|                            |                                    |   |                        |           |        |   |           |         |       |   |         |         |         |   |         |         |  |   |         |         | 
|--------------------------- | ---------------------------------- | - | ---------------------- | --------- | ------ | - | --------- | ------- | ----- | - | ------- | ------- | ------- | - | ------- | ------- |  | - | ------- | ------- | 
|                            |                                    |   | Payments due by period
|                            |                                    |   |                       
|                            |                                    |   |                        |           |        |   | Less than |         | 1-3   |   | 4-5     |         | After 5
|                            |                                    |   | Total                  |           | 1 Year |   | Years     |         | Years |   | Years  
|Long-term debt              |                                    | $ | 256,721                |           |        | $ | 51,120    |         |       | $ | 186,766 |         |         | $ | 18,362  |         |  | $ | 473     |        
|Capital lease obligations   |                                    |   | 3,695                  |           |        |   | 2,198     |         |       |   | 972     |         |         |   | 238     |         |  |   | 287     |        
|Convertible securities      |                                    |   | 78,085                 |           |        |   |          |         |       |   |        |         |         |   |        |         |  |   | 78,085  |        
|Operating leases            |                                    |   | 1,302,640              |           |        |   | 223,401   |         |       |   | 341,384 |         |         |   | 247,262 |         |  |   | 490,593 |        
|Other long-term obligations |                                    |   | 14,250                 |           |        |   | 14,250    |         |       |   |        |         |         |   |        |         |  |   |        |        
|                            |                                    |   |                        |           |        |   |           |         |       |   |         |         |         |   |         |         |  |   |         |        
|                            | Total contractual cash obligations |   | $                      | 1,655,391 |        |   | $         | 290,969 |       |   | $       | 529,122 |         |   | $       | 265,862 |  |   | $       | 569,438 | 
|                            |                                    |   |                        |           |        |   |           |         |       |   |         |         |         |   |         |         |  |   |         |        

|                             |                              |   |                                            |        |        |   |           |        |       |   |        |        |         |   |   |   |  |   |   |   | 
|---------------------------- | ---------------------------- | - | ------------------------------------------ | ------ | ------ | - | --------- | ------ | ----- | - | ------ | ------ | ------- | - | - | - |  | - | - | - | 
|                             |                              |   | Amount of commitment expiration per period
|                             |                              |   |                                           
|                             |                              |   |                                            |        |        |   | Less than |        | 1-3   |   | 4-5    |        | After 5
|                             |                              |   | Total                                      |        | 1 Year |   | Years     |        | Years |   | Years 
|Unused lines of credit       |                              | $ | 24,408                                     |        |        | $ |          |        |       | $ | 24,408 |        |         | $ |  |   |  | $ |  |  
|Stand-by letters of credit   |                              |   | 36,437                                     |        |        |   | 34,891    |        |       |   | 1,546  |        |         |   |  |   |  |   |  |  
|Guarantees                   |                              |   |                                           |        |        |   |          |        |       |   |       |        |         |   |  |   |  |   |  |  
|Other commercial commitments |                              |   | 5,652                                      |        |        |   | 3,012     |        |       |   | 2,640  |        |         |   |  |   |  |   |  |  
|                             |                              |   |                                            |        |        |   |           |        |       |   |        |        |         |   |   |   |  |   |   |  
|                             | Total commercial commitments |   | $                                          | 66,497 |        |   | $         | 37,903 |       |   | $      | 28,594 |         |   | $ |  |  |   | $ |  | 
|                             |                              |   |                                            |        |        |   |           |        |       |   |        |        |         |   |   |   |  |   |   |  

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

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 5.9%, 6.1% and 5.4% of total revenues (excluding reimbursement of management
contract expenses) for the years ended September 30, 2002, 2001 and 2000,
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, 2002, revenues from operations in
the United Kingdom and Canada represented 53.5% and 23.4%, 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, 2002, 2001 and 2000 and
does not expect inflation to have a material effect on its overall operations
in fiscal year 2003.

Newly Issued Accounting Standards

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations, which addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. The standard applies to legal
obligations associated with the retirement of long-lived assets that result
from the acquisition, construction, development and (or) normal use of the
asset. SFAS No. 143 requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The Company is required to
adopt the provisions of SFAS No. 143 for the quarter ending December 31, 2002.
Management does not expect such adoption to have a material effect on the
Companys financial statements.

In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which supersedes both SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Ofand the accounting and reporting provisions of APB
Opinion No. 30, Reporting the Results of OperationsReporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions, for the disposal of a segment
of a business (as previously defined in that Opinion). SFAS No. 144 retains
the fundamental provisions in SFAS No. 121 for recognizing and measuring
impairment losses on long-lived assets held for use and long-lived assets to be
disposed of by sale. SFAS No. 144 also resolves certain implementation issues
associated with SFAS No. 121 by providing guidance on how a long-lived asset
that is used as part of a group should be evaluated for impairment,
establishing criteria for when a long-lived asset is held for sale and
prescribing the accounting for a long-lived asset that will be disposed of
other than by sale. SFAS No. 144 retains the basic provisions of Opinion 30 on
how to present discontinued operations in the income statement but broadens
that presentation to include a component of an entity (rather than a segment of
a business). The Company will adopt SFAS No. 144 for the quarter ending
December 31, 2002. Management does not expect such adoption to have a material
impact on the Companys consolidated financial statements.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. The standard requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal activity.
SFAS No. 146 replaces EITF Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits

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and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring). SFAS No. 146 is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
Management does not expect this Statement to have a material impact on the
Companys consolidated financial statements.

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 USA Parking Systems, Inc.,
Universal Park Holdings and Park One of Louisiana during fiscal year 2002, and
plans to pursue additional acquisitions 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 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 overall
economic conditions that may impact consumer spending.

The general
economic slowdown in the United States has adversely affected
the Companys financial results. Economic conditions, such as
higher unemployment levels, commercial real estate occupancy rates,
reduced consumer spending and increased fuel and energy costs,
generally have a negative effect on the demand for parking and limit
the Companys ability to increase or maintain parking rates.


The Companys concentration of operations in the Northeastern and
Mid-Atlantic regions of the United States 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, Pittsburgh, Baltimore and Washington, D.C., generated
approximately 45% of the Companys total revenues (excluding reimbursement of
management contract expenses) in fiscal year 2002. 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.


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 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 net
income in fiscal year 2002 and could have a material adverse effect on the
results of operations and financial condition of the Company in the future.


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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 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 adversely impacted our operations
.. 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 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, as discussed in more detail below, the Carell
Family has certain rights to register substantially all of the shares of stock
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 exercise of existing registration rights or the sale of a substantial
number of shares of Central Parking common stock by members of the Carell
Family under the Allright registration rights agreement or otherwise, could
negatively affect the market price of Central Parking common stock.

The Carell Family has rights to register substantially all of the shares
of Central Parking common stock held by the Carell Family under a registration
rights agreement entered into in connection with the Allright merger. The
exercise of these rights or the sale of substantial amounts of stock by Monroe
Carell, the Chairman and founder of the Company, or other member of the Carell
Family, could be perceived negatively by the securities markets and thus could
adversely affect the market price of Central Parking common stock.


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

The Credit Facility matures in March 2004. The Company has begun
discussions related to replacing the Credit Facility and continues to evaluate
various financing alternatives as it seeks to optimize the rate, duration and
mix of its debt. The interest rates under any new borrowing arrangement would
likely increase as compared to the interest rates in the Credit
Facility considering the current credit markets. Additionally, any new borrowing arrangement
could impose additional covenants and restrictions. The Companys inability
to maintain available sources of capital would have a material adverse effect
on the Company.


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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 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 2,100 facilities as of September 30, 2002.
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 all maintenance and repair
costs, including structural, mechanical and systems repairs. Generally,
performance of Central Parkings parking facilities depend, in part, on its
ability to negotiate favorable contract terms, its ability to 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%. 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. A recent 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
and the imposition of additional parking taxes or surcharges could adversely
impact the Companys profitability.


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 intends to expand its business in these and
other international locations. For the year ended September 30, 2002, revenues
from foreign operations represented 5.9% of Central Parkings total revenues,
excluding reimbursement of management contract expenses. The Companys United
Kingdom operations accounted for 53.5% of such revenues, 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 limited exposure to foreign
currency risk and does not currently 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


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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, 2002, the
Company had $221.5 million of variable rate debt outstanding under the Credit
Facility, priced at LIBOR plus 87.5 basis points. The Company is required
under the Credit Facility to enter into interest rate protection agreements
designed to limit the Companys cash flow exposure to increases in interest
rates. As of September 30, 2002, interest rate protection agreements had been
purchased to hedge $100 million of the Companys variable rate debt under its
Credit Facility. See Notes 1 and 8 to the Consolidated Financial Statements
for a description of the hedging transactions entered into by the Company. The
term loan of the Credit Facility is payable in quarterly installments of $12.5
million through March 2004. The Company anticipates paying the scheduled
quarterly payments from cash flows from operations and, if necessary, will
attempt to renew the revolving credit facility.


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, 2002, the Company has approximately GBP 3.9 million (USD 6.1
million) of cash and cash equivalents denominated in British pounds, EUR 2.0
million (USD 2.0 million) denominated in euros, CAD 1.5 million (USD 0.9
million) denominated in Canadian dollars, and USD 0.7 million denominated in
various other foreign currencies. The Company also has EUR 1.2 million (USD
1.1 million) of notes payable denominated in euros at September 30, 2002. These
notes bear interest at a floating rate of 5.34% as of September 30, 2002, 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, 2002, 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

|                                                                                                                               |  |      |    | 
|------------------------------------------------------------------------------------------------------------------------------ |  | ---- | -- | 
|                                                                                                                               |  | PAGE
|                                                                                                                               |  |     
|Independent Auditors Report                                                                                                   |  |      | 34 | 
|Consolidated Balance Sheets as of September 30, 2002 and 2001                                                                  |  |      | 35 | 
|Consolidated Statements of Earnings for the Years Ended September 30,
2002, 2001 and 2000                                      |  |      | 36 | 
|Consolidated Statements of Shareholders Equity and
Comprehensive Income for the Years Ended September 30, 2002, 2001 and 2000 |  |      | 37 | 
|Consolidated Statements of Cash Flows for the Years Ended September 30,
2002, 2001 and 2000                                    |  |      | 38 | 
|Notes to Consolidated Financial Statements                                                                                     |  |      | 40 | 

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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, 2002
and 2001, and the related consolidated statements of earnings, shareholders
equity and comprehensive income, and cash flows for each of the years in the
three-year period ended September 30, 2002. 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, 2002
and for each of the years in the three-year period ended September 30, 2002.
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, 2002 and 2001, and the
results of their operations and their cash flows for each of the years in the
three-year period ended September 30, 2002, 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
October 28, 2002 except for Note 17,
   which is as of November 1, 2002

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CENTRAL PARKING CORPORATION and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

Amounts in thousands, except share and per share data

|                                                                                                               |                                                                                                                                                                   |                            |         |               |         |      |         |         |         | 
|-------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ------------- | ------- | ---- | ------- | ------- | ------- | 
|                                                                                                               |                                                                                                                                                                   |                            |         | September 30,
|                                                                                                               |                                                                                                                                                                   |                            |         |              
|                                                                                                               |                                                                                                                                                                   |                            |         | 2002          |         | 2001
|                                                                                                               |                                                                                                                                                                   |                            |         |               |         |     
|ASSETS                                                                                                         |                                                                                                                                                                   |                            |         |               |         |      |         |        
|Current assets:                                                                                                |                                                                                                                                                                   |                            |         |               |         |      |         |        
|                                                                                                               | Cash and cash equivalents                                                                                                                                         |                            | $       | 33,498        |         |      | $       | 41,849  |        
|                                                                                                               | Management accounts receivable                                                                                                                                    |                            |         | 39,664        |         |      |         | 32,613  |        
|                                                                                                               | Accounts receivable  other                                                                                                                                       |                            |         | 15,714        |         |      |         | 16,149  |        
|                                                                                                               | Current portion of notes receivable (including amounts due
from related parties of $8,972 in 2002 and $4,304 in 2001)                                             |                            |         | 11,549        |         |      |         | 6,836   |        
|                                                                                                               | Prepaid expenses                                                                                                                                                  |                            |         | 9,835         |         |      |         | 6,939   |        
|                                                                                                               | Deferred income taxes                                                                                                                                             |                            |         | 72            |         |      |         | 259     |        
|                                                                                                               |                                                                                                                                                                   |                            |         |               |         |      |         |        
|                                                                                                               |                                                                                                                                                                   | Total current assets       |         |               | 110,332 |      |         |         | 104,645 | 
|Notes receivable, less current portion                                                                         |                                                                                                                                                                   |                            | 41,210  |               |         |      | 42,931  |        
|Property, equipment, and leasehold improvements, net                                                           |                                                                                                                                                                   |                            | 434,733 |               |         |      | 415,405 |        
|Contract and lease rights, net                                                                                 |                                                                                                                                                                   |                            | 108,406 |               |         |      | 88,094  |        
|Goodwill, net                                                                                                  |                                                                                                                                                                   |                            | 242,141 |               |         |      | 250,630 |        
|Investment in and advances to partnerships and joint ventures                                                  |                                                                                                                                                                   |                            | 12,836  |               |         |      | 30,704  |        
|Other assets                                                                                                   |                                                                                                                                                                   |                            | 49,226  |               |         |      | 54,472  |        
|                                                                                                               |                                                                                                                                                                   |                            |         |               |         |      |         |        
|                                                                                                               | Total Assets                                                                                                                                                      |                            | $       | 998,884       |         |      | $       | 986,881 |        
|                                                                                                               |                                                                                                                                                                   |                            |         |               |         |      |         |         |        
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                           |                                                                                                                                                                   |                            |         |               |         |      |         |        
|Current liabilities:                                                                                           |                                                                                                                                                                   |                            |         |               |         |      |         |        
|                                                                                                               | Current portion of long-term debt and capital lease obligations                                                                                                   |                            | $       | 53,318        |         |      | $       | 53,337  |        
|                                                                                                               | Accounts payable                                                                                                                                                  |                            |         | 73,638        |         |      |         | 77,887  |        
|                                                                                                               | Accrued expenses                                                                                                                                                  |                            |         | 43,659        |         |      |         | 24,997  |        
|                                                                                                               | Management accounts payable                                                                                                                                       |                            |         | 22,671        |         |      |         | 20,541  |        
|                                                                                                               | Income taxes payable                                                                                                                                              |                            |         | 9,851         |         |      |         | 7,134   |        
|                                                                                                               |                                                                                                                                                                   |                            |         |               |         |      |         |        
|                                                                                                               |                                                                                                                                                                   | Total current liabilities  |         |               | 203,137 |      |         |         | 183,896 | 
|Long-term debt and capital lease obligations, less current portion                                             |                                                                                                                                                                   |                            | 207,098 |               |         |      | 208,885 |        
|Deferred rent                                                                                                  |                                                                                                                                                                   |                            | 29,104  |               |         |      | 22,310  |        
|Deferred income taxes                                                                                          |                                                                                                                                                                   |                            | 13,825  |               |         |      | 15,757  |        
|Other liabilities                                                                                              |                                                                                                                                                                   |                            | 20,259  |               |         |      | 33,466  |        
|                                                                                                               |                                                                                                                                                                   |                            |         |               |         |      |         |        
|                                                                                                               |                                                                                                                                                                   | Total liabilities          |         |               | 473,423 |      |         |         | 464,314 | 
|Company-obligated mandatorily redeemable convertible securities of
subsidiary holding solely parent debentures |                                                                                                                                                                   |                            | 78,085  |               |         |      | 110,000 |        
|Minority interest                                                                                              |                                                                                                                                                                   |                            | 31,572  |               |         |      | 31,121  |        
|Shareholders equity:                                                                                          |                                                                                                                                                                   |                            |         |               |         |      |         |        
|                                                                                                               | Common stock, $0.01 par value; 50,000,000 shares authorized,
35,951,626 and 35,791,550 shares issued and outstanding at
September 30, 2002 and 2001, respectively |                            |         | 360           |         |      |         | 358     |        
|                                                                                                               | Additional paid-in capital                                                                                                                                        |                            |         | 242,112       |         |      |         | 238,464 |        
|                                                                                                               | Accumulated other comprehensive loss, net                                                                                                                         |                            |         | (2,377        | )       |      |         | (1,979  | )      
|                                                                                                               | Retained earnings                                                                                                                                                 |                            |         | 176,924       |         |      |         | 145,308 |        
|                                                                                                               | Other                                                                                                                                                             |                            |         | (1,215        | )       |      |         | (705    | )      
|                                                                                                               |                                                                                                                                                                   |                            |         |               |         |      |         |        
|                                                                                                               |                                                                                                                                                                   | Total shareholders equity |         |               | 415,804 |      |         |         | 381,446 | 
|                                                                                                               |                                                                                                                                                                   |                            |         |               |         |      |         |        
|                                                                                                               | Total Liabilities and Shareholders Equity                                                                                                                        |                            | $       | 998,884       |         |      | $       | 986,881 |        
|                                                                                                               |                                                                                                                                                                   |                            |         |               |         |      |         |         |        

See accompanying notes to consolidated financial statements.

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##### Table of Contents



CENTRAL PARKING CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS

Amounts in thousands, except per share data

|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |         |           |        |        | 
|------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------- | ------------------------------------------------------- | ------------------ | ------------ | --------- | ------------------------ | ------- | ------- | --------- | ------ | ------- | ------- | --------- | ------ | ------ | 
|                                                                                            |                                                                                                             |                                                         |                    |              |           | Year Ended September 30,
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                         
|                                                                                            |                                                                                                             |                                                         |                    |              |           | 2002                     |         | 2001    |           | 2000  
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |       
|Revenues:                                                                                   |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|                                                                                            | Parking                                                                                                     |                                                         | $                  | 595,836      |           |                          | $       | 603,416 |           |        | $       | 628,666 |          
|                                                                                            | Management contract and other                                                                               |                                                         |                    | 121,112      |           |                          |         | 101,743 |           |        |         | 102,263 |          
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|                                                                                            |                                                                                                             |                                                         | 716,948            |              |           |                          | 705,159 |         |           |        | 730,929 |        
|                                                                                            | Reimbursement of management contract expenses                                                               |                                                         |                    | 390,306      |           |                          |         | 373,413 |           |        |         | 312,709 |          
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|                                                                                            |                                                                                                             | Total revenues                                          |                    |              | 1,107,254 |                          |         |         | 1,078,572 |        |         |         | 1,043,638 |       
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|Costs and expenses:                                                                         |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|                                                                                            | Cost of parking                                                                                             |                                                         |                    | 525,336      |           |                          |         | 513,571 |           |        |         | 528,684 |          
|                                                                                            | Cost of management contracts                                                                                |                                                         |                    | 49,159       |           |                          |         | 41,188  |           |        |         | 36,270  |          
|                                                                                            | General and administrative                                                                                  |                                                         |                    | 70,973       |           |                          |         | 67,107  |           |        |         | 72,021  |          
|                                                                                            | Goodwill and noncompete amortization                                                                        |                                                         |                    | 403          |           |                          |         | 12,041  |           |        |         | 12,120  |          
|                                                                                            | Merger costs                                                                                                |                                                         |                    |             |           |                          |         |        |           |        |         | 3,747   |          
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|                                                                                            |                                                                                                             |                                                         | 645,871            |              |           |                          | 633,907 |         |           |        | 652,842 |        
|                                                                                            | Reimbursed management contract expenses                                                                     |                                                         |                    | 390,306      |           |                          |         | 373,413 |           |        |         | 312,709 |          
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|                                                                                            |                                                                                                             | Total costs and expenses                                |                    |              | 1,036,177 |                          |         |         | 1,007,320 |        |         |         | 965,551   |       
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|Property-related (losses) gains, net                                                        |                                                                                                             |                                                         | (906               | )            |           |                          | (7,255  | )       |           |        | 935     |        
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|                                                                                            |                                                                                                             | Operating earnings                                      |                    |              | 70,171    |                          |         |         | 63,997    |        |         |         | 79,022    |       
|Other income (expenses):                                                                    |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|                                                                                            | Interest income                                                                                             |                                                         |                    | 6,119        |           |                          |         | 5,807   |           |        |         | 6,904   |          
|                                                                                            | Interest expense                                                                                            |                                                         |                    | (12,488      | )         |                          |         | (19,524 | )         |        |         | (27,067 | )        
|                                                                                            | Dividends on company-obligated mandatorily redeemable
convertible securities of a subsidiary trust          |                                                         |                    | (4,868       | )         |                          |         | (5,886  | )         |        |         | (6,012  | )        
|                                                                                            | Gain on repurchase of company-obligated mandatorily
redeemable convertible securities of a subsidiary trust |                                                         |                    | 9,245        |           |                          |         |        |           |        |         |        |          
|                                                                                            | Equity in partnership and joint venture earnings                                                            |                                                         |                    | 3,967        |           |                          |         | 5,075   |           |        |         | 10,260  |          
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|Earnings before income taxes, minority interest
and cumulative effect of accounting changes |                                                                                                             |                                                         | 72,146             |              |           |                          | 49,469  |         |           |        | 63,107  |        
|Income tax expense (benefit):                                                               |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|                                                                                            | Current                                                                                                     |                                                         |                    | 25,902       |           |                          |         | 26,462  |           |        |         | 25,714  |          
|                                                                                            | Deferred                                                                                                    |                                                         |                    | (1,739       | )         |                          |         | (7,350  | )         |        |         | (2,566  | )        
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|                                                                                            |                                                                                                             |                                                         | Total income taxes |              |           | 24,163                   |         |         |           | 19,112 |         |         |           | 23,148 |       
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|Earnings before minority interest and
cumulative effect of accounting changes               |                                                                                                             |                                                         | 47,983             |              |           |                          | 30,357  |         |           |        | 39,959  |        
|Minority interest, net of tax                                                               |                                                                                                             |                                                         | (4,874             | )            |           |                          | (4,246  | )       |           |        | (3,520  | )      
|Cumulative effect of accounting changes, net of tax                                         |                                                                                                             |                                                         | (9,341             | )            |           |                          | (258    | )       |           |        |        |        
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|                                                                                            |                                                                                                             |                                                         |                    | Net earnings |           | $                        | 33,768  |         |           | $      | 25,853  |         |           | $      | 36,439 | 
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|Basic earnings per share:                                                                   |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|                                                                                            |                                                                                                             | Earnings before cumulative effect of accounting changes |                    | $            | 1.20      |                          |         | $       | 0.73      |        |         | $       | 1.00      |       
|                                                                                            |                                                                                                             | Cumulative effect of accounting changes, net of tax     |                    |              | (0.26     | )                        |         |         | (0.01     | )      |         |         |          |       
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|                                                                                            |                                                                                                             |                                                         |                    | Net earnings |           | $                        | 0.94    |         |           | $      | 0.72    |         |           | $      | 1.00   | 
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|Diluted earnings per share:                                                                 |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|                                                                                            |                                                                                                             | Earnings before cumulative effect of accounting changes |                    | $            | 1.19      |                          |         | $       | 0.73      |        |         | $       | 0.99      |       
|                                                                                            |                                                                                                             | Cumulative effect of accounting changes, net of tax     |                    |              | (0.26     | )                        |         |         | (0.01     | )      |         |         |          |       
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        
|                                                                                            |                                                                                                             |                                                         |                    | Net earnings |           | $                        | 0.93    |         |           | $      | 0.72    |         |           | $      | 0.99   | 
|                                                                                            |                                                                                                             |                                                         |                    |              |           |                          |         |         |           |        |         |        

See accompanying notes to consolidated financial statements.

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##### Table of Contents



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

Amounts in thousands, except per share data

|                                                                |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   |         |        |  
|--------------------------------------------------------------- | -------------------------------------------- |  | --------- | - | ------ | - | ------- | - | ------------- | - | ---------- | - | ------------- | - | ----------- | ------ | - | - | ------- | ------ |  | - | ------ | - |  | - | ------- | ------ | -
|                                                                |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   | Accumulated |        |   |   |         |        |  |   |        |   |  |   |        
|                                                                |                                              |  |           |   |        |   |         |   |               |   | Additional |   | Other         |   |             |        |   |   | Other   |        |  |   |       
|                                                                |                                              |  | Number of |   | Common |   | Paid-in |   | Comprehensive |   | Retained   |   | Shareholders' |   |            
|                                                                |                                              |  | Shares    |   | Stock  |   | Capital |   | Loss          |   | Earnings   |   | Equity        |   | Total      
|                                                                |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |            
|Balance at September 30, 1999                                   |                                              |  | 36,754    |   |        | $ | 368     |   |               | $ | 259,853    |   |               | $ | (20         | )      |   | $ | 87,364  |        |  | $ | (446   | ) |  | $ | 347,119 |       
|                                                                |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   |         |       
|Issuance under restricted stock
plan and employment agreements  |                                              |  | 3         |   |        |   |        |   |               |   | 48         |   |               |   |            |        |   |   |        |        |  |   |       |   |  |   | 48      |       
|Issuance under Employee Stock
Ownership Plan                    |                                              |  | 72        |   |        |   | 1       |   |               |   | 1,231      |   |               |   |            |        |   |   |        |        |  |   |       |   |  |   | 1,232   |       
|Common stock dividends, $0.06 per share                         |                                              |  |          |   |        |   |        |   |               |   |           |   |               |   |            |        |   |   | (2,191  | )      |  |   |       |   |  |   | (2,191  | )     
|Exercise of stock options and warrants and
related tax benefits |                                              |  | 352       |   |        |   | 3       |   |               |   | 2,299      |   |               |   |            |        |   |   |        |        |  |   |       |   |  |   | 2,302   |       
|Amortization of deferred compensation                           |                                              |  |          |   |        |   |        |   |               |   |           |   |               |   |            |        |   |   |        |        |  |   | 55     |   |  |   | 55      |       
|Repurchase of common stock                                      |                                              |  | (851      | ) |        |   | (9      | ) |               |   | (14,614    | ) |               |   |            |        |   |   |        |        |  |   |       |   |  |   | (14,623 | )     
|Comprehensive income:                                           |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   |         |       
|                                                                | Net earnings                                 |  |           |  |        |   |         |  |               |   |            |  |               |   |             |       |   |   |         | 36,439 |  |   |        |  |  |   |         | 36,439 |  
|                                                                | Foreign currency translation adjustment      |  |           |  |        |   |         |  |               |   |            |  |               |   |             | (124   | ) |   |         |       |  |   |        |  |  |   |         | (124   | )
|                                                                |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   |         |       
|Total comprehensive income                                      |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   | 36,315  |       
|                                                                |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   |         |       
|Balance at September 30, 2000                                   |                                              |  | 36,330    |   |        | $ | 363     |   |               | $ | 248,817    |   |               | $ | (144        | )      |   | $ | 121,612 |        |  | $ | (391   | ) |  | $ | 370,257 |       
|                                                                |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   |         |       
|Issuance under restricted stock
plan and employment agreements  |                                              |  | 2         |   |        |   |        |   |               |   | 48         |   |               |   |            |        |   |   |        |        |  |   |       |   |  |   | 48      |       
|Issuance under Employee Stock
Ownership Plan                    |                                              |  | 72        |   |        |   | 1       |   |               |   | 1,101      |   |               |   |            |        |   |   |        |        |  |   |       |   |  |   | 1,102   |       
|Common stock dividends, $0.06 per share                         |                                              |  |          |   |        |   |        |   |               |   |           |   |               |   |            |        |   |   | (2,157  | )      |  |   |       |   |  |   | (2,157  | )     
|Exercise of stock options and
related tax benefits              |                                              |  | 78        |   |        |   | 1       |   |               |   | 1,339      |   |               |   |            |        |   |   |        |        |  |   |       |   |  |   | 1,340   |       
|Amortization of deferred compensation                           |                                              |  |          |   |        |   |        |   |               |   |           |   |               |   |            |        |   |   |        |        |  |   | 391    |   |  |   | 391     |       
|Issuance of stock into Rabbi Trust                              |                                              |  |          |   |        |   |        |   |               |   |           |   |               |   |            |        |   |   |        |        |  |   | (705   | ) |  |   | (705    | )     
|Repurchase of common stock                                      |                                              |  | (690      | ) |        |   | (7      | ) |               |   | (12,841    | ) |               |   |            |        |   |   |        |        |  |   |       |   |  |   | (12,848 | )     
|Comprehensive income:                                           |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   |         |       
|                                                                | Net earnings                                 |  |           |  |        |   |         |  |               |   |            |  |               |   |             |       |   |   |         | 25,853 |  |   |        |  |  |   |         | 25,853 |  
|                                                                | Foreign currency translation adjustment      |  |           |  |        |   |         |  |               |   |            |  |               |   |             | 176    |   |   |         |       |  |   |        |  |  |   |         | 176    |  
|                                                                | Unrealized loss on fair value of derivatives |  |           |  |        |   |         |  |               |   |            |  |               |   |             | (2,011 | ) |   |         |       |  |   |        |  |  |   |         | (2,011 | )
|                                                                |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   |         |       
|Total comprehensive income                                      |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   | 24,018  |       
|                                                                |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   |         |       
|Balance at September 30, 2001                                   |                                              |  | 35,792    |   |        | $ | 358     |   |               | $ | 238,464    |   |               | $ | (1,979      | )      |   | $ | 145,308 |        |  | $ | (705   | ) |  | $ | 381,446 |       
|                                                                |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   |         |       
|Issuance under restricted stock
plan and employment agreements  |                                              |  | 3         |   |        |   |        |   |               |   | 63         |   |               |   |            |        |   |   |        |        |  |   |       |   |  |   | 63      |       
|Issuance under Employee Stock
Ownership Plan                    |                                              |  | 63        |   |        |   | 1       |   |               |   | 969        |   |               |   |            |        |   |   |        |        |  |   |       |   |  |   | 970     |       
|Common stock dividends, $0.06 per share                         |                                              |  |          |   |        |   |        |   |               |   |           |   |               |   |            |        |   |   | (2,152  | )      |  |   |       |   |  |   | (2,152  | )     
|Exercise of stock options and
related tax benefits              |                                              |  | 129       |   |        |   | 1       |   |               |   | 2,339      |   |               |   |            |        |   |   |        |        |  |   |       |   |  |   | 2,340   |       
|Amortization of deferred compensation                           |                                              |  |          |   |        |   |        |   |               |   |           |   |               |   |            |        |   |   |        |        |  |   | 255    |   |  |   | 255     |       
|Issuance of restricted stock units                              |                                              |  |          |   |        |   |        |   |               |   | 765        |   |               |   |            |        |   |   |        |        |  |   | (765   | ) |  |   |        |       
|Repurchase of common stock                                      |                                              |  | (35       | ) |        |   |        |   |               |   | (488       | ) |               |   |            |        |   |   |        |        |  |   |       |   |  |   | (488    | )     
|Comprehensive income:                                           |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   |         |       
|                                                                | Net earnings                                 |  |           |  |        |   |         |  |               |   |            |  |               |   |             |       |   |   |         | 33,768 |  |   |        |  |  |   |         | 33,768 |  
|                                                                | Foreign currency translation adjustment      |  |           |  |        |   |         |  |               |   |            |  |               |   |             | (430   | ) |   |         |       |  |   |        |  |  |   |         | (430   | )
|                                                                | Unrealized gain on fair value of derivatives |  |           |  |        |   |         |  |               |   |            |  |               |   |             | 32     |   |   |         |       |  |   |        |  |  |   |         | 32     |  
|                                                                |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   |         |       
|Total comprehensive income                                      |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   | 33,370  |       
|                                                                |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   |         |       
|Balance at September 30, 2002                                   |                                              |  | 35,952    |   |        | $ | 360     |   |               | $ | 242,112    |   |               | $ | (2,377      | )      |   | $ | 176,924 |        |  | $ | (1,215 | ) |  | $ | 415,804 |       
|                                                                |                                              |  |           |   |        |   |         |   |               |   |            |   |               |   |             |        |   |   |         |        |  |   |        |   |  |   |         |       

See accompanying notes to consolidated financial statements.

Page 37 of 76



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##### Table of Contents



CENTRAL PARKING CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in thousands

|                                                                                    |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |         |         |        |         |         |         |  
|----------------------------------------------------------------------------------- | ---------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | ------- | ------------------------ | ------- | ------ | ------- | ------- | ------- | ------ | ------- | ------- | ------- | -
|                                                                                    |                                                            |                                                                                                             |                                                  |         | Year Ended September 30,
|                                                                                    |                                                            |                                                                                                             |                                                  |         |                         
|                                                                                    |                                                            |                                                                                                             |                                                  |         | 2002                     |         | 2001   |         | 2000   
|                                                                                    |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |        
|Cash flows from operating activities:                                               |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |         |         |        |        
|Net earnings                                                                        |                                                            | $                                                                                                           | 33,768                                           |         |                          | $       | 25,853 |         |         | $       | 36,439 |        
|Adjustments to reconcile net earnings to net cash
provided by operating activities: |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |         |         |        |        
|                                                                                    |                                                            | Depreciation and amortization                                                                               |                                                  |         | 34,500                   |         |        |         | 44,263  |         |        |         | 44,612  |        
|                                                                                    |                                                            | Equity in partnership and joint venture earnings                                                            |                                                  |         | (3,967                   | )       |        |         | (5,075  | )       |        |         | (10,260 | )      
|                                                                                    |                                                            | Distributions from partnerships and joint ventures                                                          |                                                  |         | 3,938                    |         |        |         | 3,300   |         |        |         | 10,039  |        
|                                                                                    |                                                            | Property related (losses) gains, net                                                                        |                                                  |         | 906                      |         |        |         | 7,255   |         |        |         | (935    | )      
|                                                                                    |                                                            | Gain on repurchase of company-obligated mandatorily redeemable
convertible securities of a subsidiary trust |                                                  |         | (9,245                   | )       |        |         |        |         |        |         |        |        
|                                                                                    |                                                            | Cumulative effect of accounting changes, net of tax                                                         |                                                  |         | 9,341                    |         |        |         | 258     |         |        |         |        |        
|                                                                                    |                                                            | Deferred income taxes                                                                                       |                                                  |         | (1,739                   | )       |        |         | (7,350  | )       |        |         | (2,566  | )      
|                                                                                    |                                                            | Minority interest                                                                                           |                                                  |         | 4,874                    |         |        |         | 4,246   |         |        |         | 3,520   |        
|Changes in operating assets and liabilities, excluding effects of
acquisitions:     |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |         |         |        |        
|                                                                                    |                                                            | Management accounts receivable                                                                              |                                                  |         | (4,967                   | )       |        |         | (819    | )       |        |         | 1,236   |        
|                                                                                    |                                                            | Accounts receivable  other                                                                                 |                                                  |         | 1,001                    |         |        |         | (1,154  | )       |        |         | 4,193   |        
|                                                                                    |                                                            | Prepaid expenses                                                                                            |                                                  |         | (2,896                   | )       |        |         | 2,773   |         |        |         | 8,408   |        
|                                                                                    |                                                            | Other assets                                                                                                |                                                  |         | (288                     | )       |        |         | (10,051 | )       |        |         | 2,728   |        
|                                                                                    |                                                            | Accounts payable, accrued expenses and other liabilities                                                    |                                                  |         | (1,583                   | )       |        |         | (4,966  | )       |        |         | (8,810  | )      
|                                                                                    |                                                            | Management accounts payable                                                                                 |                                                  |         | 1,692                    |         |        |         | (12,911 | )       |        |         | 36      |        
|                                                                                    |                                                            | Deferred rent                                                                                               |                                                  |         | 6,794                    |         |        |         | 2,703   |         |        |         | 1,623   |        
|                                                                                    |                                                            | Income taxes payable                                                                                        |                                                  |         | 2,691                    |         |        |         | (1,145  | )       |        |         | 10,332  |        
|                                                                                    |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |         |         |        |        
|                                                                                    |                                                            |                                                                                                             | Net cash provided by operating activities        |         |                          | 74,820  |        |         |         | 47,180  |        |         |         | 100,595 |  
|                                                                                    |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |         |         |        |        
|Cash flows from investing activities:                                               |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |         |         |        |        
|                                                                                    | Proceeds from disposition of property and equipment        |                                                                                                             |                                                  | 16,651  |                          |         |        | 30,800  |         |         |        | 28,881  |        
|                                                                                    | Proceeds from sale of investment in partnership            |                                                                                                             |                                                  | 18,399  |                          |         |        |        |         |         |        |        |        
|                                                                                    | Purchase of property, equipment and leasehold improvements |                                                                                                             |                                                  | (36,522 | )                        |         |        | (28,639 | )       |         |        | (52,242 | )      
|                                                                                    | Purchase of contract and lease rights                      |                                                                                                             |                                                  | (18,948 | )                        |         |        | (2,583  | )       |         |        | (980    | )      
|                                                                                    | Acquisitions, net of cash acquired                         |                                                                                                             |                                                  | (17,788 | )                        |         |        |        |         |         |        | (257    | )      
|                                                                                    | Other investing activities                                 |                                                                                                             |                                                  | 698     |                          |         |        | 1,596   |         |         |        | 7,616   |        
|                                                                                    |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |         |         |        |        
|                                                                                    |                                                            |                                                                                                             | Net cash (used) provided by investing activities |         |                          | (37,510 | )      |         |         | 1,174   |        |         |         | (16,982 | )
|                                                                                    |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |         |         |        |        
|Cash flows from financing activities:                                               |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |         |         |        |        
|                                                                                    |                                                            | Dividends paid                                                                                              |                                                  |         | (2,152                   | )       |        |         | (2,163  | )       |        |         | (2,197  | )      
|                                                                                    |                                                            | Net borrowings (repayments) under revolving credit agreement                                                |                                                  |         | 33,500                   |         |        |         | 22,488  |         |        |         | (60,914 | )      
|                                                                                    |                                                            | Proceeds from issuance of notes payable, net of issuance costs                                              |                                                  |         | 1,136                    |         |        |         |        |         |        |         | 13,300  |        
|                                                                                    |                                                            | Principal repayments on long-term debt and capital lease obligations                                        |                                                  |         | (54,214                  | )       |        |         | (55,629 | )       |        |         | (28,718 | )      
|                                                                                    |                                                            | Payment to minority interest partners                                                                       |                                                  |         | (4,563                   | )       |        |         | (4,233  | )       |        |         | (3,524  | )      
|                                                                                    |                                                            | Repurchase of common stock                                                                                  |                                                  |         | (488                     | )       |        |         | (12,848 | )       |        |         | (14,623 | )      
|                                                                                    |                                                            | Repurchase of mandatorily redeemable securities                                                             |                                                  |         | (21,823                  | )       |        |         |        |         |        |         |        |        
|                                                                                    |                                                            | Proceeds from issuance of common stock and exercise of stock options                                        |                                                  |         | 3,373                    |         |        |         | 2,490   |         |        |         | 2,732   |        
|                                                                                    |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |         |         |        |        
|                                                                                    |                                                            |                                                                                                             | Net cash used by financing activities            |         |                          | (45,231 | )      |         |         | (49,895 | )      |         |         | (93,944 | )
|                                                                                    |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |         |         |        |        
|Foreign currency translation                                                        |                                                            |                                                                                                             | (430                                             | )       |                          |         | 176    |         |         |         | (124   | )      
|                                                                                    |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |         |         |        |        
|                                                                                    |                                                            | Net decrease in cash and cash equivalents                                                                   |                                                  |         | (8,351                   | )       |        |         | (1,365  | )       |        |         | (10,455 | )      
|Cash and cash equivalents at beginning of year                                      |                                                            |                                                                                                             | 41,849                                           |         |                          |         | 43,214 |         |         |         | 53,669 |        
|                                                                                    |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |         |         |        |        
|Cash and cash equivalents at end of year                                            |                                                            | $                                                                                                           | 33,498                                           |         |                          | $       | 41,849 |         |         | $       | 43,214 |        
|                                                                                    |                                                            |                                                                                                             |                                                  |         |                          |         |        |         |         |         |        |        

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Consolidated Statements of Cash Flows continued:

|                         |                                                                 |  |                          |        |      |  |      |        |  |  |   |        |  
|------------------------ | --------------------------------------------------------------- |  | ------------------------ | ------ | ---- |  | ---- | ------ |  |  | - | ------ | -
|                         |                                                                 |  | Year Ended September 30,
|                         |                                                                 |  |                         
|                         |                                                                 |  | 2002                     |        | 2001 |  | 2000
|                         |                                                                 |  |                          |        |      |  |     
|Non-cash transactions:   |                                                                 |  |                          |        |      |  |      |        |  |  |   |       
|                         | Purchase of properties with notes payable                       |  | $                        | 16,500 |      |  |      |       |  |  |   |       |  
|                         | Purchase of lease rights and contract rights with notes payable |  | $                        |       |      |  | $    | 318    |  |  | $ | 14,250 |  
|                         | Unrealized (gain) loss on fair value of derivatives             |  | $                        | (32    | )    |  | $    | 2,011  |  |  | $ |       |  
|Cash payments for:       |                                                                 |  |                          |        |      |  |      |        |  |  |   |       
|                         | Interest                                                        |  | $                        | 11,652 |      |  | $    | 18,511 |  |  | $ | 28,635 |  
|                         | Income taxes                                                    |  | $                        | 22,770 |      |  | $    | 27,207 |  |  | $ | 15,594 |  
|Effects of acquisitions: |                                                                 |  |                          |        |      |  |      |        |  |  |   |       
|                         | Estimated fair value of assets acquired                         |  | $                        | 20,020 |      |  | $    |       |  |  | $ | 365    |  
|                         | Purchase price in excess of the net assets acquired (goodwill)  |  |                          | 880    |      |  |      |       |  |  |   | 355    |  
|                         | Estimated fair values of liabilities assumed                    |  |                          | (2,936 | )    |  |      |       |  |  |   | (412   | )
|                         |                                                                 |  |                          |        |      |  |      |        |  |  |   |       
|                         | Cash paid                                                       |  |                          | 17,964 |      |  |      |       |  |  |   | 308    |  
|                         | Less cash acquired                                              |  |                          | (176   | )    |  |      |       |  |  |   | (51    | )
|                         |                                                                 |  |                          |        |      |  |      |        |  |  |   |       
|                         | Net cash paid for acquisitions                                  |  | $                        | 17,788 |      |  | $    |       |  |  | $ | 257    |  
|                         |                                                                 |  |                          |        |      |  |      |        |  |  |   |        |  

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 and 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 $258
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 requires 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 have been 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,
$373.4 million and $312.7 million for the years ended September 30, 2002, 2001
and 2000, respectively. This accounting change has 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.


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(d)  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 the economic life are capitalized. Repair and
maintenance costs are charged to operating expense as incurred.


(e)  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 earnings 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% eliminated through 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.

(f)  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.


(g)  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.


(h)  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 beginning in fiscal year 2002, but is tested for impairment at
least annually and whenever events or circumstances occur indicating that
goodwill may be impaired.


(i)  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 and
are classified as held-to-maturity. Such securities are stated at amortized
cost adjusted for amortization of premiums and accretion of discounts, unless
there is a decline in value which is considered to be other than temporary, in
which case the cost basis of such security is written down to fair value and
the amount of the write-down is reflected in earnings. 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.


(j) 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.


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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.

(k)  Property-Related (Losses) Gains, Net

Net property-related gains and losses on the accompanying consolidated
statements of earnings include (i) realized gains and losses on the sale of
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.


(l)  Impairment of Long-Lived Assets

In accounting for the Companys long-lived assets, other than goodwill,
the Company applies the provisions of Statement of Financial Accounting
Standards (SFAS) No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of. Beginning October 1, 2001, 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. Future events may impact these
judgments and estimates.


(m)  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. 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.


(n)  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.


(o)  Per Share and Share Data

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.


(p)  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.


(q) 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 same or similar instruments as of September 30. Book value approximates
fair value for substantially all of the Companys assets, liabilities and
derivatives that fall under the fair value disclosure requirements.


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(r)  Stock Option Plan

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 in accounting for
its stock options. As such, compensation expense is recorded on the date of
grant only if the current market price of the underlying stock exceeds the
exercise price.


(s)  Business Concentrations

Approximately 42% of the Companys total revenues for fiscal year 2002,
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 16.


As of September 30, 2002, approximately 23% of the Companys employees are
subject to various collective bargaining agreements as members of unions.

(t)  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.


(u)  Use of Estimates

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 consolidated financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those
estimates.


(v)  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.

In June 1998, the Financial Accounting Standards Board (FASB) issued
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities.
SFAS No. 133 established reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts. In June
2000, SFAS No. 138 Accounting for Certain Derivative Instruments and Certain
Hedging Activities, an Amendment of FASB Statement No. 133, was issued
clarifying the accounting for derivatives under the new standard. On October
1, 2000, the Company prospectively adopted the provisions of SFAS No. 133 and
SFAS No. 138, which resulted in the recording of a net transition loss of $380
thousand, net of related income taxes of $253 thousand, in accumulated other
comprehensive loss. Under SFAS No. 133, the Company recognizes all derivatives
as either assets or liabilities, measured at fair

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value, in the statement of
financial position. Prior to adoption of SFAS No. 133 and SFAS No. 138, the
Company recorded interest rate cap instruments at cost and amortized these
costs into interest expense over the terms of the cap agreements. Amounts
received under the cap agreements were recorded against interest expense.
Amounts paid or received under the swap agreements were recorded as increases
or decreases to interest expense. The adoption of SFAS No. 133 and SFAS No.
138 resulted in the Company reducing derivative instrument assets by $280
thousand and recording $353 thousand of derivative instrument liabilities.

At September 30, 2002, the Companys derivative financial instruments
consisted of three interest rate cap agreements with a combined notional amount
of $75 million and two interest rate swaps with a combined notional amount of
$38 million. The derivative financial instruments are reported at their fair
values, and are included as other assets and other liabilities, respectively,
on the face of the balance sheet. The following table lists the fair value of
each type of derivative financial instrument (amounts in thousands):

|                                   |                     |  |                    |       |                    |  |   |       | 
|---------------------------------- | ------------------- |  | ------------------ | ----- | ------------------ |  | - | ----- | 
|                                   |                     |  | September 30, 2002 |       | September 30, 2001
|                                   |                     |  |                    |       |                   
|Derivative instrument assets:      |                     |  |                    |       |                    |  |   |      
|                                   | Interest rate caps  |  | $                  | 5     |                    |  | $ | 63    | 
|                                   |                     |  |                    |       |                    |  |   |       | 
|Derivative instrument liabilities: |                     |  |                    |       |                    |  |   |      
|                                   | Interest rate swaps |  | $                  | 3,043 |                    |  | $ | 2,975 | 
|                                   |                     |  |                    |       |                    |  |   |       | 

The underlying terms of the interest rate swaps and 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 the derivative instruments are included in accumulated
other comprehensive loss on the face of the balance sheet.

(w)  Newly Issued Accounting Standards

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations, which addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. The standard applies to legal
obligations associated with the retirement of long-lived assets that result
from the acquisition, construction, development and (or) normal use of the
asset. SFAS No. 143 requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The Company is required to adopt the provisions of SFAS No. 143 for the
quarter ending December 31, 2002. Management does not expect such adoption to
have a material effect on the Companys financial statements. In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which supersedes both SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Ofand the accounting and reporting provisions of APB
Opinion No. 30, Reporting the Results of OperationsReporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions, for the disposal of a segment
of a business (as previously defined in that Opinion). SFAS No. 144 retains
the fundamental provisions in SFAS No. 121 for recognizing and measuring
impairment losses on long-lived assets held for use and long-lived assets to be
disposed of by sale. SFAS No. 144 also resolves certain implementation issues
associated with SFAS No. 121 by providing guidance on how a long-lived asset
that is used as part of a group should be evaluated for impairment,
establishing criteria for when a long-lived asset is held for sale and
prescribing the accounting for a long-lived asset that will be disposed of
other than by sale. SFAS No. 144 retains the basic provisions of APB Opinion
No. 30 on how to present discontinued operations in the income statement but
broadens that presentation to include a component of an entity (rather than a
segment of a business). The Company will adopt SFAS No. 144 for the quarter
ending December 31, 2002. Management does not expect such adoption to have a
material impact on the Companys consolidated financial statements. In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. The standard requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal activity.
SFAS No. 146 replaces EITF Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Page 44 of 76    Table of Contents  Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring). SFAS No. 146 is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
Management does not expect this statement to have a material impact on the
Companys consolidated financial statements. (x)  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):
 Tangible assets
    
    $
    491Contract rights
    
    
    5,864Liabilities assumed
    
    
    (805
    )Net assets acquired
    
    $
    5,550 Page 45 of 76    Table of Contents  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. Pro forma results for fiscal year 2002, 2001 and 2000 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. (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, 2002, the total of the note receivable was $8.4 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 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%. Page 46 of 76    Table of Contents  The remainder of the notes receivable consist of notes ranging from $1
thousand to $2.5 million at the end of fiscal year 2002, and notes ranging from
$3 thousand to $3.1 million at the end of fiscal year 2001. The notes bear
interest at fixed rates ranging from 7% to 12% at the end of fiscal year 2002. (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 30,2002
    
    2001Leasehold improvements
    
    $
    47,367
    
    
    $
    43,775Buildings and garages
    
    
    80,766
    
    
    
    72,814Operating equipment
    
    
    73,361
    
    
    
    63,401Furniture and fixtures
    
    
    5,812
    
    
    
    5,250Equipment operated under capital leases
    
    
    2,935
    
    
    
    3,140Aircraft
    
    
    4,355
    
    
    
    4,250214,596
    
    
    
    192,630Less accumulated depreciation and amortization
    
    
    79,171
    
    
    
    66,047135,425
    
    
    
    126,583Land
    
    
    299,308
    
    
    
    288,822Property, equipment and leasehold improvements, net
    
    $
    434,733
    
    
    $
    415,405 Depreciation expense of property, equipment and leasehold improvements was
$22.5 million, $21.7 million and $23.2 million, respectively, for the fiscal
years ended September 30, 2002, 2001 and 2000. (5) Goodwill and Amortizable Intangible Assets As of September 30, 2002, the Company had the following amortizable
intangible assets (in thousands): GrossCarrying
    
    AccumulatedAmount
    
    Amortization
    
    NetAmortizable intangible assetsContract and lease rights
    
    $
    148,164
    
    
    $
    (39,758
    )
    
    $
    108,406Noncompete agreements
    
    
    2,075
    
    
    
    (1,684
    )
    
    
    391Total
    
    $
    150,239
    
    
    $
    (41,442
    )
    
    $
    108,797 Amortization expense related to the contract and lease rights was $10.5
million, $8.7 million and $8.2 million, respectively, for the years ended
September 30, 2002, 2001 and 2000. Amortization expense related to noncompete
agreements
was $0.4 million, $0.6 million and $0.6 million, respectively, for the years
ended September 30, 2002, 2001 and 2000, respectively. In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (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. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of. Page 47 of 76    Table of Contents  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 requires 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 has reassessed the useful lives
and residual values of all intangible assets acquired in business combinations
and has determined that no amortization period adjustments are required. As of
September 30, 2002, the Company has not identified any intangible assets with
indefinite useful lives, other than goodwill. The transitional provisions of SFAS No. 142 required the Company to
perform an assessment of whether there is an indication that goodwill is
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 must compare 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 would be 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
years ended September 30, 2002, 2001 and 2000 are as follows (in thousands,
except per share data): Year ended September 30,2002
    
    2001
    
    2000Reported net earnings
    
    $
    33,768
    
    
    $
    25,853
    
    
    $
    36,439Add back: Goodwill amortization, net of tax
    
    
    
    
    
    
    10,879
    
    
    
    10,924Pro forma net earnings
    
    $
    33,768
    
    
    $
    36,732
    
    
    $
    47,363Basic earnings per share:Reported net earnings
    
    $
    0.94
    
    
    $
    0.72
    
    
    $
    1.00Goodwill amortization
    
    
    
    
    
    
    0.31
    
    
    
    0.30Pro forma net earnings
    
    $
    0.94
    
    
    $
    1.03
    
    
    $
    1.30Diluted earnings per share:Reported net earnings
    
    $
    0.93
    
    
    $
    0.72
    
    
    $
    0.99Goodwill amortization
    
    
    
    
    
    
    0.30
    
    
    
    0.30Pro forma net earnings
    
    $
    0.93
    
    
    $
    1.02
    
    
    $
    1.29 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 year ended September 30, 2002 (in thousands): One
    
    Two
    
    Three
    
    Four
    
    Five
    
    Six
    
    Other
    
    TotalBalance as of September 30, 2001
    
    $
    5,829
    
    
    $
    194,784
    
    
    $
    13,227
    
    
    $
    831
    
    
    $
    5,660
    
    
    $
    30,299
    
    
    $
    
    
    
    $
    250,630Impaired upon adoption of SFAS 142
as of October 1, 2001
    
    
    
    
    
    
    (6,636
    )
    
    
    
    
    
    
    (214
    )
    
    
    (2,519
    )
    
    
    
    
    
    
    
    
    
    
    (9,369
    )Acquired during the period
    
    
    646
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    234
    
    
    
    880Balance as of September 30, 2002
    
    $
    6,475
    
    
    $
    188,248
    
    
    $
    13,227
    
    
    $
    617
    
    
    $
    3,141
    
    
    $
    30,299
    
    
    $
    234
    
    
    $
    242,141 Page 48 of 76    Table of Contents  (6) Property-Related (Losses) Gains, Net The Company routinely disposes of owned properties due to various factors,
including economic considerations, unsolicited offers from third parties and
condemnation proceedings initiated by local government authorities. Leased
properties are also periodically evaluated and determinations may be made to
sell or exit a lease obligation. Additionally, during the year ended September
30, 2000, the Company divested certain owned and leased parking facilities
pursuant to a settlement agreement with the Antitrust Division of the United
States Department of Justice (the DOJ) in connection with the merger with
Allright. All assets disposed of during the years ended September 30, 2002, 2001 and
2000 were held for use at the time of disposal. A summary of property-related pretax gains and losses for the years ended
September 30, 2002, 2001 and 2000 is as follows (in thousands): Years Ended September 30,2002
    
    2001
    
    2000Net gains on sale of property
    
    $
    5,162
    
    
    $
    8,816
    
    
    $
    6,129Impairment charges for property,
equipment and leasehold improvements
    
    
    (2,962
    )
    
    
    (2,817
    )
    
    
    (729
    )Impairment charges for intangible assets
    
    
    (6,959
    )
    
    
    (5,517
    )
    
    
    (4,080
    )Net gain on sale of partnership interests
    
    
    3,853
    
    
    
    
    
    
    
    Lease termination costs
    
    
    
    
    
    
    (7,737
    )
    
    
    (385
    )Total property related (losses) gains, net
    
    $
    (906
    )
    
    $
    (7,255
    )
    
    $
    935 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 $9.9 million, comprised of $3.0 million of leasehold improvements,
$2.3 million of contract and lease rights and $4.6 million of key money.
Impairment charges were the result of condemnations of $1.6 million as well as
impairment charges of $8.3 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 $8.3 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 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. Impairment charges recognized in fiscal year 2000 include $3.3 million
attributable to assets subsequently disposed of during the year. These
impairment charges were derived using estimates of net realizable values. The
remaining $1.5 million impairment charge was attributable to assets held for
use, and was based on estimated fair value using estimated cash flows of the
applicable parking facility discounted at the Companys average cost of funds. (7) 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, 2002 and
2001, and for each of the years in the three-year period ended September 30,
2002 (in thousands). Aggregate fair value of investments is not disclosed as
quoted market prices are not available. Page 49 of 76    Table of Contents  Investment
    
    Advances(Accumulated Losses)
    
    to Partnershipsin Partnerships and
    
    and JointJoint Ventures
    
    Ventures2002
    
    2001
    
    2002
    
    2001Civic Parking, LLC
    
    $
    
    
    
    $
    15,194
    
    
    $
    
    
    
    $
    Commerce Street Joint Venture
    
    
    (1,137
    )
    
    
    (1,041
    )
    
    
    525
    
    
    
    607Larimer Square Parking Associates
    
    
    1,019
    
    
    
    986
    
    
    
    1,234
    
    
    
    1,576Lodo Parking Garage, LLC
    
    
    1,141
    
    
    
    1,102
    
    
    
    
    
    
    
    CPS Mexico, Inc.
    
    
    5,369
    
    
    
    3,869
    
    
    
    
    
    
    
    2,701Other
    
    
    3,056
    
    
    
    3,610
    
    
    
    1,629
    
    
    
    2,100$
    9,448
    
    
    $
    23,720
    
    
    $
    3,388
    
    
    $
    6,984 Equity in Partnership and
    
    Joint VentureJoint Venture Earnings
    
    Debt2002
    
    2001
    
    2000
    
    2002
    
    2001Civic Parking, LLC
    
    $
    1,270
    
    
    $
    1,893
    
    
    $
    2,068
    
    
    $
    
    
    
    $
    57,623Commerce Street Joint Venture
    
    
    514
    
    
    
    455
    
    
    
    658
    
    
    
    6,308
    
    
    
    6,440Larimer Square Parking Associates
    
    
    295
    
    
    
    248
    
    
    
    239
    
    
    
    2,329
    
    
    
    2,648Lodo Parking Garage, LLC
    
    
    103
    
    
    
    201
    
    
    
    269
    
    
    
    
    
    
    
    CPS Mexico, Inc.
    
    
    1,501
    
    
    
    1,261
    
    
    
    991
    
    
    
    7,976
    
    
    
    4,935Capital Commons
    
    
    
    
    
    
    170
    
    
    
    5,417
    
    
    
    
    
    
    
    Other
    
    
    284
    
    
    
    847
    
    
    
    618
    
    
    
    
    
    
    
    $
    3,967
    
    
    $
    5,075
    
    
    $
    10,260
    
    
    $
    16,613
    
    
    $
    71,646 (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
Series A 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 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 mature 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, 2002, the Series 2002A Bonds
had a variable rate of 1.88% and the Series 2002B Bonds had a fixed rate
of 4.00%. The 2002A Bonds are subject to a mandatory sinking fund
redemption beginning January 1, 2004 and on each January 1 thereafter. (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
 Page 50 of 76    Table of Contents  $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 $1.4
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 $8.0 million and $2.7 million at September 30, 2002 and 2001,
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 balance sheet at September 30, 2002. 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.
 (8) Long-Term Debt and Capital Lease Obligations Long-term debt and capital lease obligations consisted of the following
(in thousands): As of September 30,2002
    
    2001Credit FacilityTerm note payable
    
    $
    75,000
    
    
    $
    125,000Revolving credit facility
    
    
    146,500
    
    
    
    113,000Other notes payable
    
    
    35,221
    
    
    
    16,859Capital lease obligations
    
    
    3,695
    
    
    
    7,363Total
    
    
    260,416
    
    
    
    262,222Less: current maturities of long-term obligations
    
    
    (53,318
    )
    
    
    (53,337
    )Total long-term obligations
    
    $
    207,098
    
    
    $
    208,885 In March 1999, the Company entered into a credit facility (the 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 Credit Facility bears interest at LIBOR plus
a grid-based margin dependent upon the Company achieving certain financial
ratios. The amount outstanding under the Companys 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 is required to be repaid in quarterly payments of $12.5 million through
March 2004. The aggregate availability under the 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 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 is being amortized over
the life of the Credit Facility. Interest rates were not affected by this
amendment. The Credit Facility contains covenants including those that require the
Company to maintain certain financial ratios and net worth, limit the amount of
dividends paid and restrict further indebtedness, stock repurchases and certain
transactions such as asset dispositions. The two primary ratios are a leverage
ratio and a fixed charge coverage ratio. Quarterly compliance is Page 51 of 76    Table of Contents  calculated
using a four quarter rolling methodology and measured against certain targets.
The grid-based interest rate margin is based upon the Company achieving
certain financial ratios. The Company was in compliance with these financial covenants as of September
30, 2002; however, there can be no assurance that the Company will be in
compliance with one or more of these covenants in future quarters. The Credit Facility matures in March 2004. The Company has begun
discussions related to replacing the Credit Facility and continues to evaluate
various financing alternatives as it seeks to optimize the rate, duration and
mix of its debt. The interest rates under any new borrowing arrangement would
likely increase as compared to the interest rates in the Credit Facility
considering the current credit markets. Additionally, any new borrowing arrangement could impose additional
covenants and restrictions. The Company is required under the Credit Facility to enter into certain
interest rate protection agreements designed to fix interest rates on variable
rate debt and reduce the Companys cash flow exposure to fluctuations in
interest rates. On October 27, 1999, the Company entered into a $25 million
interest rate swap for a term of four years, cancelable after two years at the
option of the counterparty, under which the Company pays to the counterparty a
fixed rate of 6.16%, and the counterparty pays to the Company a variable rate
equal to LIBOR. The transaction involved an exchange of fixed rate payments
for variable rate payments and does not involve the exchange of the underlying
nominal value. On March 31, 2000, June 29, 2000, and again on September 29,
2000, the Company entered into $25 million interest rate cap agreements. The
rate is 8.0% for the first two cap agreements and 8.5% for the last cap
agreement and each has a term consistent with that of the Credit Facility. The
Company paid a total of $646 thousand for the three $25 million cap agreements. 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. 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 $13.0 million remaining principal
balance at September 30, 2002 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 Credit Facility. The Company also has several notes payable outstanding totaling $4.9
million at September 30, 2002. 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 30,2003
    
    $
    53,3182004
    
    
    174,1242005
    
    
    13,6142006
    
    
    6572007
    
    
    17,943Thereafter
    
    
    760$
    260,416 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
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,
2002 was $2.7 million, bearing interest at Page 52 of 76    Table of Contents  a rate of 8.0% per annum and
requiring monthly payments of approximately $177,000. The operating lease
requires a payment of approximately $183,000 per month. The lease agreements
run through December 2003. (9) 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 is
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 have been
reclassified to conform to the new presentation. The other provisions of SFAS
No. 145 are not expected to have a material 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
are now classified as a separate component of other income as a result of the
adoption of SFAS No. 145. All similar prior period gains have been
reclassified to conform to the new presentation. Page 53 of 76    Table of Contents  (10) Shareholders Equity The following tables set forth the computation of basic and diluted
earnings per share: Year Ended
    
    Year Ended
    
    Year EndedSeptember 30, 2002
    
    September 30, 2001
    
    September 30, 2000Income
    
    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 earnings per share before
cumulative effect of accounting
changes
    
    $
    43,109
    
    
    
    35,849
    
    
    $
    1.20
    
    
    $
    26,111
    
    
    
    35,803
    
    
    $
    0.73
    
    
    $
    36,439
    
    
    
    36,365
    
    
    $
    1.00Effects of dilutive stock and options:Stock option plan and warrants
    
    
    
    
    
    
    362
    
    
    
    (0.01
    )
    
    
    
    
    
    
    104
    
    
    
    
    
    
    
    
    
    
    
    186
    
    
    
    (0.01
    )Restricted stock plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    108
    
    
    
    
    
    
    
    
    
    
    
    184
    
    
    
    Diluted earnings per share before
cumulative effect of accounting
changes
    
    $
    43,109
    
    
    
    36,211
    
    
    $
    1.19
    
    
    $
    26,111
    
    
    
    36,015
    
    
    $
    0.73
    
    
    $
    36,439
    
    
    
    36,735
    
    
    $
    0.99 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, 2002 and 2001, such securities were convertible into
1,419,730 and 2,000,000 shares of common stock. Options to acquire 517,695,
1,847,727 and 992,352 shares of common stock were excluded from the 2002, 2001
and 2000 diluted earnings per share calculations because they were
anti-dilutive. (11) 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
    
    Rent2003
    
    $
    223,401
    
    
    $
    3,473
    
    
    $
    219,9282004
    
    
    182,859
    
    
    
    2,725
    
    
    
    180,1342005
    
    
    158,525
    
    
    
    2,305
    
    
    
    156,2202006
    
    
    132,880
    
    
    
    1,875
    
    
    
    131,0052007
    
    
    114,382
    
    
    
    1,653
    
    
    
    112,729Thereafter
    
    
    490,593
    
    
    
    2,174
    
    
    
    488,419Total future operating lease commitments
    
    $
    1,302,640
    
    
    $
    14,205
    
    
    $
    1,288,435 Rental expense for all operating leases, along with offsetting rental income
from subleases were as follows (in thousands): Year Ended September 30,2002
    
    2001
    
    2000Rentals:Minimum
    
    $
    249,992
    
    
    $
    239,894
    
    
    $
    249,859Contingent
    
    
    64,000
    
    
    
    69,276
    
    
    
    74,547Total rent expense
    
    
    313,992
    
    
    
    309,170
    
    
    
    324,406Less sub-lease income
    
    
    (16,096
    )
    
    
    (15,011
    )
    
    
    (13,289
    )Total rent expense, net
    
    $
    297,896
    
    
    $
    294,159
    
    
    $
    311,117 Page 54 of 76    Table of Contents  (12) Income Taxes Income tax expense (benefit) consists of the following (in thousands): Year Ended September 30,2002
    
    2001
    
    2000Current:Federal
    
    $
    21,333
    
    
    $
    20,827
    
    
    $
    23,697Jobs credit, net of federal tax benefit
    
    
    (417
    )
    
    
    (283
    )
    
    
    (325
    )Net federal current tax expense
    
    
    20,916
    
    
    
    20,544
    
    
    
    23,372State
    
    
    2,733
    
    
    
    4,184
    
    
    
    911Non-U.S
    
    
    2,253
    
    
    
    1,734
    
    
    
    1,431Total current tax expense
    
    
    25,902
    
    
    
    26,462
    
    
    
    25,714Deferred:Federal
    
    
    (1,287
    )
    
    
    (3,871
    )
    
    
    (2,409
    )State
    
    
    (452
    )
    
    
    (3,479
    )
    
    
    (157
    )Total deferred tax expense
    
    
    (1,739
    )
    
    
    (7,350
    )
    
    
    (2,566
    )Total income tax expense from continuing operations
    
    $
    24,163
    
    
    $
    19,112
    
    
    $
    23,148 Total income taxes are allocated as follows (in thousands): Year Ended September 30,2002
    
    2001
    
    2000Income tax expense from continuing operations
    
    $
    24,163
    
    
    $
    19,112
    
    
    $
    23,148Shareholders equity for unrealized loss on fair value of
derivatives for financial reporting purposes
    
    
    21
    
    
    
    (1,341
    )
    
    
    Shareholders equity for compensation expense for tax purposes in
excess of amounts recognized for financial reporting purposes
    
    
    (414
    )
    
    
    (230
    )
    
    
    (850
    )Cumulative effect of accounting changes
    
    
    (28
    )
    
    
    (171
    )
    
    
    Total income taxes
    
    $
    23,742
    
    
    $
    17,370
    
    
    $
    22,298 Provision has not been made for U.S. or additional foreign taxes on
approximately $25.5 million, $23.1 million and $19.7 million at September 30,
2002, 2001 and 2000, 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 earnings before income taxes, minority
interest and cumulative effect of accounting changes is summarized as follows
(in thousands): Year Ended September 30,2002
    
    2001
    
    2000U.S. Federal statutory rate on earnings before income
taxes,
minority interest and cumulative effect of accounting changes
    
    $
    25,251
    
    
    
    35.0
    %
    
    $
    17,314
    
    
    
    35.0
    %
    
    $
    22,087
    
    
    
    35.0
    %State and city income taxes, net of federal tax benefit
    
    
    1,483
    
    
    
    2.1
    
    
    
    458
    
    
    
    0.9
    
    
    
    1,316
    
    
    
    2.1Jobs credits, net of federal tax benefit
    
    
    (417
    )
    
    
    (0.6
    )
    
    
    (283
    )
    
    
    (0.6
    )
    
    
    (325
    )
    
    
    (0.5
    )Non-deductible goodwill amortization
    
    
    
    
    
    
    
    
    
    
    3,507
    
    
    
    7.1
    
    
    
    3,507
    
    
    
    5.6Non-deductible merger costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88
    
    
    
    0.1Reduction of valuation allowance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,527
    )
    
    
    (2.4
    )Tax effect of minority interest
    
    
    (1,636
    )
    
    
    (2.3
    )
    
    
    (1,486
    )
    
    
    (3.0
    )
    
    
    (1,231
    )
    
    
    (2.0
    )Other
    
    
    (518
    )
    
    
    (0.7
    )
    
    
    (398
    )
    
    
    (0.8
    )
    
    
    (767
    )
    
    
    (1.2
    )Income tax expense from continuing operations
    
    $
    24,163
    
    
    
    33.5
    %
    
    $
    19,112
    
    
    
    38.6
    %
    
    $
    23,148
    
    
    
    36.7
    % Page 55 of 76    Table of Contents  Sources of deferred tax assets and deferred tax liabilities are as follows (in thousands): September 30,2002
    
    2001Deferred tax assets:Net operating loss carry forwards
    
    $
    20,104
    
    
    $
    20,543Deferred and capitalized expenses
    
    
    8,124
    
    
    
    8,331Deferred compensation expense
    
    
    5,667
    
    
    
    5,313Impairment of assets
    
    
    4,846
    
    
    
    1,863Accrued expenses and reserves
    
    
    1,629
    
    
    
    1,862Temporary differences related to Edison and its management contracts
    
    
    6,160
    
    
    
    5,460Unrecognized loss on fair value of derivative instruments
    
    
    1,320
    
    
    
    1,341Capitalized leases
    
    
    448
    
    
    
    1,174Deductible goodwill
    
    
    684
    
    
    
    1,147Other
    
    
    1,772
    
    
    
    1,172Total gross deferred tax assets
    
    
    50,754
    
    
    
    48,206Deferred tax liabilities:Property, equipment and leasehold improvements due to differences in
depreciation and purchase business combinations
    
    
    (41,698
    )
    
    
    (43,466
    )Deferred tax gain on sales of properties
    
    
    (6,798
    )
    
    
    (3,943
    )Other
    
    
    (732
    )
    
    
    (1,016
    )Total gross deferred tax liabilities
    
    
    (49,228
    )
    
    
    (48,425
    )Valuation allowance on net operating loss carry forwards
    
    
    (15,279
    )
    
    
    (15,279
    )Net deferred tax liabilities
    
    $
    (13,753
    )
    
    $
    (15,498
    ) As of September 30, 2002, the Company has federal net operating loss carry
forwards of approximately $40.1 million and state and city net operating loss
carry forwards of approximately $95.7 million which expire between 2003 and
2017. 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. (13) 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 4,650,684 shares are
outstanding under the stock option plan at September 30, 2002. 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, 2002, 287,915 shares had
been issued through the restricted stock plan. Expense related to the vesting
of restricted stock is recognized by the Company over the vesting period.
 Under the restricted stock plan, the Company granted 3,325 shares and 2,632
shares with weighted average fair values on grant date of $19.02 per share and
$18.45 per share during fiscal year 2002 and 2001, respectively. In August 1995, the Board of Directors and shareholders also approved a
stock plan for directors. This plan provides for the grant, upon each
directors initial election, of options to purchase 11,250 shares at an
exercise price equal to the fair market value at the date of grant to each
non-employee director. In addition, each non-employee director who has served
for a minimum of six months on the last day of each fiscal year will receive
additional options to purchase 5,000 shares on that date.
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, 2002. Page 56 of 76    Table of Contents  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, 1999
    
    
    1,357,046
    
    
    $
    27.03Granted
    
    
    843,708
    
    
    $
    21.26Exercised
    
    
    (248,924
    )
    
    $
    12.51Canceled
    
    
    (225,926
    )
    
    $
    33.08Outstanding 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
    
    
    $
    19.48 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 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, 2002, 2001 and 2000, options to purchase 1,084,814,
717,160 and 739,499 shares of common stock, respectively, were exercisable at
weighted average exercise prices of $22.77, $23.49 and $25.32, respectively. At September 30, 2002, information for outstanding options and options
currently exercisable is as follows: Option Price Range Per Share$8.00
    
    $12.33-$18.50
    
    $18.80-$27.75
    
    $29.25-$36.75
    
    $45.50-$51.06Options outstandingNumber of options
    
    
    90,125
    
    
    
    1,225,617
    
    
    
    3,196,795
    
    
    
    253,397
    
    
    
    104,250Weighted-average exercise price
    
    $
    8.00
    
    
    $
    15.66
    
    
    $
    19.36
    
    
    $
    31.21
    
    
    $
    49.57Weighted-average contractual lives
    
    3.02 years
    
    8.65 years
    
    8.73 years
    
    6.07 years
    
    5.96 yearsOptions exercisableNumber of options
    
    
    90,125
    
    
    
    207,891
    
    
    
    500,776
    
    
    
    199,147
    
    
    
    86,875Weighted-average exercise price
    
    $
    8.00
    
    
    $
    14.61
    
    
    $
    20.62
    
    
    $
    31.74
    
    
    $
    49.41 Page 57 of 76    Table of Contents  The Company accounts for these plans under Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, and accordingly,
because such options are fixed awards, no compensation cost has been
recognized. If compensation cost for these plans had been determined consistent
with SFAS No. 123, Accounting for Stock-Based-Compensation, the Companys net
earnings and earnings per share would have been reduced to the following pro
forma amounts: Year Ended September 30,2002
    
    2001
    
    2000As reported:Net earnings (in thousands)
    
    $
    33,768
    
    
    $
    25,853
    
    
    $
    36,439Basic earnings per share
    
    
    0.94
    
    
    
    0.72
    
    
    
    1.00Diluted earnings per share
    
    
    0.93
    
    
    
    0.72
    
    
    
    0.99Pro Forma  SFAS 123Net earnings (in thousands)
    
    $
    27,557
    
    
    $
    22,179
    
    
    $
    33,800Basic earnings per share
    
    
    0.77
    
    
    
    0.62
    
    
    
    0.93Diluted earnings per share
    
    
    0.76
    
    
    
    0.62
    
    
    
    0.92 The estimated weighted average fair value of the options granted was
$11.35 for 2002 option grants, $10.51 for 2001 option grants and $12.03 for
2000 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 41% for
fiscal year 2002, 67% for fiscal year 2001 and 70% for fiscal year 2000,
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 six
years for all grants. 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, 2002, 383,209 shares had been purchased
under this plan. (b)  Profit-Sharing and 401(k) Plan The Company has the 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 $2.6 million, $2.2 million and $2.5 million in years 2002, 2001 and
2000, 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 $6.3
million, $6.5 million and $6.4 million in years 2002, 2001 and 2000,
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
 Page 58 of 76    Table of Contents  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 to this agreement equivalent to
the increase in the actuarially determined future obligation under the
agreement. Compensation (benefit) expense associated with their agreements was
approximately ($22) thousand, $591 thousand and $255 thousand in fiscal years
2002, 2001 and 2000, respectively. At September 30, 2002, the Company had
recorded a liability of $4.0 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 $1.9 million at September 30, 2002
and 2001, 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 2002, 2001 and 2000 were $296 thousand, $121
thousand and $159 thousand, respectively. At September 30, 2002, the Company
had recorded a liability of $6.1 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, 2002, $2.1 million of
compensation has been deferred under this plan.
 (f)  Restricted Stock Units The Company recorded compensation expense of $255 thousand during fiscal
year 2002 related to restricted stock units granted under individual employment
agreements with certain key executives. The Company recorded $765 thousand
during fiscal year 2002 as a charge to stockholders equity related to these 40
thousand restricted stock units. This charge to stockholders equity will be
amortized over the vesting period of the restricted stock units, which ranges
from four to five years. Upon vesting, these restricted stock units will be
settled by issuance of one share of the Companys common stock for each
restricted stock unit.
 (14) Related Parties The Company leases two properties from an entity 50% owned by the
Companys chairman for $290 thousand per year for a 10-year term and pays
percentage rent to the entity. Total rent expense, including percentage rent,
was $268 thousand, $355 thousand and $434 thousand in 2002, 2001 and 2000,
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 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, 2002, 2001 and 2000, the Company recognized expense
of $221 thousand, $391 thousand and $220 thousand, respectively, in connection
with this agreement. Page 59 of 76    Table of Contents  During fiscal year 2000, a former director of the Company exercised a
purchase option on a property owned by the Company. The purchase price was
$8.3 million. The Company recognized a gain of $2.7 million in connection with
the sale of the property. (15) Contingencies 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 has the option to sell its partnership interest to the
Company during the period from May 1, 2003 to November 30, 2003. If the other
partner does not exercise its option, then the Company has an option to
purchase the other partners interest during the period from May 1, 2004 to
October 31, 2004. The agreed upon purchase price under both of these options
is approximately $14.3 million, backed by a letter of credit provided by the
Companys Chairman. The Company believes that it is probable that one of these
options will be exercised during fiscal year 2003 and, accordingly, has
included this commitment on its balance sheet in accrued expenses as of
September 30, 2002. The commitment was classified in other liabilities at
September 30, 2001. The Company is a defendant in a lawsuit brought by Texas Gulf Bank and
other trustees and individuals on behalf of the owners of an undivided interest
in a undeveloped city block in downtown Houston that was leased to a subsidiary
of Allright. Allright leased the block as a parking lot under a series of
leases from 1985 to 2000 under which Allright was obligated to pay base rent
plus a percentage of revenues above a specified threshold level. Plaintiffs
have alleged substantial underpayment of percentage rent under the lease as a
result of theft and fraud. Plaintiffs have asserted causes of action for
breach of contract, conversion, common law fraud, fraud in the inducement and
fraudulent concealment. Based on the most recent court filings, the plaintiffs
are seeking compensatory damages of approximately $12 million plus
approximately $4 million in attorneys fees. In addition, plaintiffs are
seeking punitive damages in an unspecified amount. The compensatory damages
being sought by the plaintiffs include approximately $650,000 in underpaid
revenues and $1.2 million in interest, fees and expenses for the 1996 to 2000
lease period; and approximately $1.5 million in underpaid revenues and $8.4
million in interest, fees and expenses for the 1985 to 1996 lease
period.  In an
attempt to settle the case, the Company paid during fiscal year 2002
approximately $650 thousand into the court registry. The
owner of approximately 15% of the lot settled her interest in the lawsuit
earlier this year. However, efforts to settle with the owners of the remaining
85% have been unsuccessful to date, and there can be no assurance the Company
will be able to settle with the remaining owners on terms favorable to the
Company. The suit, which was filed in June 2001, is pending in the 270th
Judicial District Court in Harris County, Texas. Plaintiffs have requested a
jury trial. The case currently is scheduled for trial in February 2003. 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,
other than the Houston lawsuit discussed above, 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. (16) Business Segments The Companys business activities consist of domestic and foreign
operations. Foreign operations are conducted in the United Kingdom, Canada,
Spain and Ireland. The Company also conducts business through joint ventures in
Mexico, Germany, Poland and Chile. Revenues attributable to foreign operations
were less than 10% of consolidated revenues for each of fiscal years 2002, 2001
and 2000. In 2002, the United Kingdom and Canada account for 53.5% and 23.4%
of total foreign revenues, respectively. Page 60 of 76    Table of Contents  A summary of information about the Companys foreign and domestic operations is
as follows (in thousands): Year Ended September 30,2002
    
    2001
    
    2000Total revenues, excluding reimbursement of
management contract expenses:Domestic
    
    $
    674,610
    
    
    $
    662,167
    
    
    $
    691,622Foreign
    
    
    42,338
    
    
    
    42,992
    
    
    
    39,307Consolidated
    
    $
    716,948
    
    
    $
    705,159
    
    
    $
    730,929Operating earnings:Domestic
    
    $
    63,890
    
    
    $
    59,230
    
    
    $
    74,012Foreign
    
    
    6,281
    
    
    
    4,767
    
    
    
    5,010Consolidated
    
    $
    70,171
    
    
    $
    63,997
    
    
    $
    79,022Earnings before income taxes, minority interest
and cumulative effect of accounting changesDomestic
    
    $
    64,290
    
    
    $
    43,081
    
    
    $
    58,060Foreign
    
    
    7,856
    
    
    
    6,388
    
    
    
    5,047Consolidated
    
    $
    72,146
    
    
    $
    49,469
    
    
    $
    63,107Identifiable assets:Domestic
    
    
    954,474
    
    
    $
    954,041Foreign
    
    
    44,410
    
    
    
    32,840Consolidated
    
    $
    998,884
    
    
    $
    986,881 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 earnings by segment for the years ended September 30, 2002, 2001
and 2000 (in thousands) and identifiable assets as of September 30, 2002 and
2001. During fiscal year 2002, 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 30,2002
    
    2001
    
    2000Revenues (a):Segment One
    
    $
    75,691
    
    
    $
    65,955
    
    
    $
    69,480Segment Two
    
    
    298,251
    
    
    
    305,485
    
    
    
    311,657Segment Three
    
    
    100,072
    
    
    
    100,486
    
    
    
    113,641Segment Four
    
    
    54,878
    
    
    
    55,841
    
    
    
    55,049Segment Five
    
    
    86,274
    
    
    
    89,100
    
    
    
    92,547Segment Six
    
    
    77,866
    
    
    
    76,927
    
    
    
    79,213Other
    
    
    23,916
    
    
    
    11,365
    
    
    
    9,342Total revenues
    
    $
    716,948
    
    
    $
    705,159
    
    
    $
    730,929Operating earnings:Segment One
    
    $
    3,192
    
    
    $
    2,133
    
    
    $
    4,072Segment Two
    
    
    21,763
    
    
    
    13,587
    
    
    
    30,565Segment Three
    
    
    11,509
    
    
    
    11,600
    
    
    
    10,812Segment Four
    
    
    7,350
    
    
    
    7,097
    
    
    
    5,211Segment Five
    
    
    9,468
    
    
    
    9,186
    
    
    
    11,130Segment Six
    
    
    7,240
    
    
    
    6,586
    
    
    
    7,386Other
    
    
    9,649
    
    
    
    13,808
    
    
    
    9,846Total operating earnings
    
    $
    70,171
    
    
    $
    63,997
    
    
    $
    79,022 Page 61 of 76    Table of Contents  September 30,2002
    
    2001Identifiable assets:Segment One
    
    $
    20,473
    
    
    $
    23,928Segment Two
    
    
    305,200
    
    
    
    291,752Segment Three
    
    
    35,471
    
    
    
    32,939Segment Four
    
    
    36,988
    
    
    
    29,107Segment Five
    
    
    22,036
    
    
    
    22,196Segment Six
    
    
    41,923
    
    
    
    47,940Other
    
    
    536,793
    
    
    
    539,019Total assets
    
    $
    998,884
    
    
    $
    986,881  (a)
        
        Excludes reimbursement of management contract expenses. 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 Texas, Louisiana, Ohio and parts of Tennessee and
Alabama. Segment Four encompasses Florida, Puerto Rico, Europe, Central and South
America Segment Five encompasses the midwestern region of the United States, western
Pennsylvania, western New York, and Canada, excluding Vancouver. Segment Six encompasses the southeastern region of the United States, including
Washington, D.C. and Baltimore. Other encompasses
the USA Parking and Lexis acquisitions, home office, eliminations, certain
owned real estate and certain partnerships. (17) Subsequent Events On October 7, 2002, the Company purchased a parking location in Baltimore,
Maryland for approximately $16 million in cash. On November 1, 2002, the Company entered into a revolving credit note of
$10 million. The revolving credit note is due February 28, 2003 and carries an
interest rate of LIBOR plus 87.5 basis points. Proceeds of the note were used
to provide additional working capital and for general corporate purposes. Page 62 of 76    Table of Contents  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 
 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 2003 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 2003 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 2003 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 2003 Annual Meeting of
Shareholders. 
 PART IV 
 Item 14. Controls and Procedures  The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company files
or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed within 90 days
of the filing date of this report, the Chief Executive Officer and Chief
Financial Officer of the Company concluded that the Companys disclosure
controls and procedures were adequate.There have been no significant changes in the Companys internal controls
or in other factors that could significantly affect these controls
subsequent to the date of their evaluation. 
 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 indexed on
page 64.(b)
        
        (3) Exhibits
The exhibits are listed in the Index to Exhibits which appears immediately
following the signature page.(c)
        
        Reports on Form 8-KOn July 30, 2002 the Company filed a current report on form 8-K announcing
its results for the quarter ended June 30, 2002, incorporating the text of a
press release dated July 25, 2002. Page 63 of 76    Table of Contents  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
    
    
    
    
    
    End ofDescription
    
    Period
    
    Expenses
    
    Accounts
    
    Deductions (a)
    
    PeriodAllowance for Doubtful AccountsYear ended September 30, 2000
    
    $
    
    
    
    $
    300
    
    
    $
    
    
    
    $
    
    
    
    $
    300Year ended September 30, 2001
    
    
    300
    
    
    
    400
    
    
    
    
    
    
    
    (226
    )
    
    
    474Year ended September 30, 2002
    
    
    474
    
    
    
    (26
    )
    
    
    
    
    
    
    113
    
    
    
    561Deferred Tax Valuation AccountYear ended September 30, 2000
    
    $
    17,364
    
    
    $
    
    
    
    $
    
    
    
    $
    (2,085
    )
    
    $
    15,279Year ended September 30, 2001
    
    
    15,279
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,279Year ended September 30, 2002
    
    
    15,279
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,279  (a)
        
        Writeoffs, net of recoveries 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 Delinquent PrincipalDescription
    
    Rate
    
    Date
    
    Terms
    
    Liens
    
    Mortgage
    
    Mortgage
    
    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
    
    
    $13,029,605 at
September 30, 2002
    
    None See accompanying independent auditors report. Page 64 of 76    Table of Contents  
 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 20, 2002
    
    By:
    
    /s/ Hiram A. CoxHiram A. Cox
Senior 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/s/ Monroe J. Carell, Jr.Monroe J. Carell, Jr.
    
    Chairman
Director/s/ William J. Vareschi, Jr.William J. Vareschi, Jr.
    
    Vice Chairman, Chief Executive Officer
Director/s/ James H. BondJames H. Bond
    
    President of International Operations
Director/s/ Hiram A. CoxHiram A. Cox
    
    Senior Vice President and
Chief Financial Officer (Principal Financial Officer)/s/ Gary D. WillisGary D. Willis
    
    Vice President and Chief
Accounting Officer (Principal Accounting Officer)/s/ William S. BenjaminWilliam S. Benjamin
    
    Director/s/ Cecil ConleeCecil Conlee
    
    Director/s/ Lewis KatzLewis Katz
    
    Director/s/ Edward G. NelsonEdward G. Nelson
    
    Directors/ William C. ONeil, Jr.William C. ONeil, Jr.
    
    Director/s/ Richard H. SinkfieldRichard H. Sinkfield
    
    Director/s/ Julia Carell StadlerJulia Carell Stadler
    
    Director Page 65 of 76    Table of Contents  
 CERTIFICATION I, William J. Vareschi, Jr., certify that: 1.     I have reviewed this annual report on Form 10-K of Central Parking
Corporation; 2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; 3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report; 4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date; 5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions): a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and 6.     The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses. Date: December 20, 2002
    
    By:
    
    /s/ WILLIAM J. VARESCHI, JR.William J. Vareschi, Jr.
Vice Chairman and Chief Executive Officer Page 66 of 76    Table of Contents  
 CERTIFICATION I, Hiram A. Cox, certify that: 1.     I have reviewed this annual report on Form 10-K of Central Parking
Corporation; 2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; 3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report; 4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date; 5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions): a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and 6.     The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses. Date: December 20, 2002
    
    By:
    
    /s/ Hiram A. CoxHiram A. Cox
Senior Vice President and Chief Financial Officer Page 67 of 76    Table of Contents  Certification Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The undersigned hereby certifies, pursuant to 18 U.S.C. §1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report on Form 10-K for Central Parking Corporation (Issuer) for the period
ending September 30, 2002, as filed with the Securities and Exchange Commission
on the date hereof (the Report):  (a)
        
        fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and(b)
        
        the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Issuer. This Certification is executed as of December 20, 2002. /s/ William J. Vareschi, Jr.William J. Vareschi, Jr.
Vice Chairman and Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The undersigned hereby certifies, pursuant to 18 U.S.C. §1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report on Form 10-K for Central Parking Corporation (Issuer) for the period
ending September 30, 2002, as filed with the Securities and Exchange Commission
on the date hereof (the Report):  (a)
        
        fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and(b)
        
        the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Issuer. This Certification is executed as of December 20, 2002.  /s/ Hiram A. CoxHiram A. Cox.
Senior Vice President and Chief Financial Officer Page 68 of 76    Table of Contents  
 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 Page 69 of 76    Table of Contents  ExhibitNumber
    
    DocumentFoundation, 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).4.5
    
    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.) Page 70 of 76    Table of Contents  ExhibitNumber
    
    Document(k)
    
    Modification of Performance Unit Agreement of James H. Bond (Incorporated by reference to Exhibit 10.1 (j) to the
Companys Annual Report on Form 10-K filed on December 27, 1997).(l)
    
    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).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.) Page 71 of 76    Table of Contents  ExhibitNumber
    
    Document10.10
    
    $400 Million Credit Agreement dated as of March 19, 1999 by and among various banks with Bank of America, N.A., as Agent,
and Central Parking Corporation and certain affiliates. (Incorporated by reference to Exhibit 10.11 of the Companys
Report on Form 10-K for the period ended September 30, 1999.)10.11
    
    Letter Amendment dated as of June 25, 1999 to Credit Agreement dated as of March 19, 1999, by and among various banks
with Bank of America, N.A., as Agent, and Central Parking Corporation and certain affiliates. (Incorporated by reference
to Exhibit 10.11 of the Companys Report on Form 10-K for the period ended September 30, 1999.)10.12
    
    Letter Amendment dated as of October 27, 1999 to Credit Agreement dated as of March 19, 1999, by and among various banks
with Bank of America, N.A., as Agent, and Central Parking Corporation and certain affiliates. (Incorporated by reference
to Exhibit 10.11 of the Companys Report on Form 10-K for the period ended September 30, 1999.)10.13
    
    Form of Amendment dated as of December 28, 1999 to $400 million Credit Agreement dated as of March 19, 1999, by and among
various banks with Bank of America, N.A., as Agent, and Central Parking Corporation and certain affiliates.
(Incorporated by reference to Exhibit 10.11 of the Companys Report on Form 10-K for the period ended September 30, 1999.)10.14
    
    Amended and 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.) Page 72 of 76    Table of Contents  ExhibitNumber
    
    Document10.21
    
    Lease Agreement dated as of October 6, 1995, by and between The Carell Family LLC and Central Parking System of
Tennessee, Inc. (Alloway Parking Lot). (Incorporated by reference to Exhibit 10.24 of the Companys Report on Form 10-K
for the period ended September 30, 1999.)10.22
    
    First Amendment to Lease Agreement dated as of July 29, 1997, by and between The Carell Family LLC and Central Parking
System of Tennessee, Inc. (Alloway Parking Lot). (Incorporated by reference to Exhibit 10.25 of the Companys Report on
Form 10-K for the period ended September 30, 1999.)10.23
    
    Lease Agreement dated as of October 6, 1995 by and between The Carell Family LLC and Central Parking System of Tennessee,
Inc. (Second and Church Parking Lot). (Incorporated by reference to Exhibit 10.26 of the Companys Report on Form 10-K
for the period ended September 30, 1999.)10.24
    
    First Amendment to Lease Agreement dated as of October 6, 1995, by and between The Carell Family LLC and Central Parking
System of Tennessee, Inc. (Second and Church Parking Lot). (Incorporated by reference to Exhibit 10.27 of the Companys
Report on Form 10-K for the period ended September 30, 1999.)10.25
    
    Prospectus and offering document for 2,625,000 shares of Common Stock dated February 17, 1998. (Incorporated by
reference to the Companys Registration Statement No. 233-23869 on Form S-3).10.26
    
    Transaction Support Agreement by Monroe J. Carell, Jr., the Registrant, Kathryn Carell Brown, Julia Carell Stadler and
Edith Carell Johnson to Allright Holdings, Inc., Apollo Real Estate Investment Fund II, L.P. and AEW Partners, L.P. dated
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).21
    
    Subsidiaries of the Registrant (filed herewith).23
    
    Consent of KPMG LLP (filed herewith). Page 73 of 76