##### Table of Contents



UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the fiscal year ended September 30, 2005.
 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
  Tennessee
    
    62-1052916(State or Other Jurisdiction of
Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)
 2401 21st Avenue South,
Suite 200, Nashville, Tennessee
    
    37212(Address of Principal Executive Offices)
    
    (Zip Code)Registrants Telephone Number, Including Area Code:
    
    (615) 297-4255Securities Registered Pursuant to Section 12(b) of the Act:
    
    None
  Title of Each Class
    
    Name of each Exchange on which registeredCommon Stock, $0.01 par Value
    
    New York Stock Exchange
 £ R
 £ R
 R £
 £
 R £
 £ R
   Class
    
    Outstanding at December 13, 2005Common Stock, $0.01 par value
    
    31,939,656
 DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS
 Part IItem 1. Business
3Item 1A.
Risk Factors
11Item 2. Properties
14Item 3. Legal Proceedings
16Item 4. Submission of Matters to a Vote of Security-Holders
17Part IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
18Item 6. Selected Financial Data
19Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
21Item 7a. Quantitative and Qualitative Disclosures about Market Risk
29Item 8. Financial Statements and Supplementary Data
30Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
58Item 9a. Controls and Procedures
58Part IIIItem 10. Directors and Executive Officers of the Registrant
64Item 11. Executive Compensation
64Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
64Item 13. Certain Relationships and Related Transactions
64Item 14.
Principal Accounting Fees and Services
64Part IV.Item 15.
Exhibits and Financial Statement Schedules
64Signatures
66Ex-10.1(P)  Amendment No. 1 to Employment AgreementEx-10.28  Waiver Agreement dated October 12, 2005Ex-21  Subsidiaries of the RegistrantEx-23  Consent of KPMG LLPEx-31.1  Section 302 Certifications of the CEOEx-31.2  Section 302 Certifications of the CFOEx-32.1  Section 906 Certifications of the CEOEx-32.2  Section 906 Certifications of the CFO




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IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
   -
    
    the Companys ability to achieve the goals described in this report and other reports
filed with the Securities and Exchange Commission, including but not limited to, the
Companys ability to
 -
    
    increase cash flow by reducing operating costs, accounts receivable and indebtedness;-
    
    cover the fixed costs of its leased and owned facilities and
maintain adequate liquidity through its cash resources and credit facility;-
    
    integrate future acquisitions, in light of challenges in
retaining key employees, synchronizing business processes and efficiently
integrating facilities, marketing, and operations;-
    
    comply with the terms of its credit facility or obtain waivers of noncompliance;-
    
    reduce operating losses at unprofitable locations;-
    
    form and maintain strategic relationships with certain large real estate owners and operators; and-
    
    renew existing insurance coverage and to obtain performance and surety bonds on favorable terms;
 -
    
    successful implementation of the Companys strategic plan and other operating strategies;-
    
    interest rate fluctuations;-
    
    the loss, or renewal on less favorable terms, of existing management contracts and
leases and the failure to add new locations on favorable terms;-
    
    the timing of property-related gains and losses;-
    
    pre-opening, start-up and break-in costs of parking facilities;-
    
    player strikes or other events affecting major league sports;-
    
    changes in economic and business conditions at the local, regional, national or international levels;-
    
    changes in patterns of air travel or automobile usage, including but not limited to the
effects of weather and fuel prices on travel and transportation patterns;-
    
    the impact of litigation;-
    
    higher premium and claims costs relating to medical, liability, workers compensation and other insurance programs;
 1




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-
    
    compliance with, or changes in, local, state, national and international laws and
regulations, including, without limitation, local regulations, restrictions and taxation on
real property, parking and automobile usage, security measures, environmental, anti-trust
and consumer protection laws;-
    
    changes in current parking rates and pricing of services to clients;-
    
    extraordinary events affecting parking facilities that the Company manages, including
labor strikes, emergency safety measures, military or terrorist attacks and natural
disasters;-
    
    the loss of key employees; and-
    
    the other factors discussed under the heading Item 1A.
Risk Factors included elsewhere in this Form 10-K.
 2




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PART I
 
 Item 1. Business
 General
   Parking Industry
     Strategic Plan
  
    
    Exit marginal and low growth markets (cities and
countries). As a key component of our
strategy to reduce costs and become more focused on high-growth markets, the Company plans
to divest operations in up to 15 cities in the United States and up to eight foreign
countries. Most of the operations to be divested in the United States are in small to
medium-sized markets that management believes have limited growth potential. The Company
intends to maintain a strong presence and focus its growth efforts in the major
metropolitan areas throughout the United States. Internationally, the operations to be
divested are primarily in countries in which the Company has a small market share and
significant barriers to growth. The Company is seeking buyers for the operations to be
divested and the sale process is expected to take up to 12 months. The operations that the
Company plans to divest represent less than 4% of revenues.
    
    Reduce the number of marginal and unprofitable operating agreements. In its remaining
markets, the Company intends to improve profit margins by reducing the number of marginal
and unprofitable operating agreements and focus on fewer but more profitable locations. The
Company will continue its program of seeking to eliminate unprofitable leases through
renegotiation, operational improvements and selective buyouts. Low-margin management
agreements and leases will be targeted for renegotiation or termination.
    
    Target national accounts and other market segments with high growth potential. The Company
intends to place more focus on national accounts and other specialized parking market
segments, including stadiums and arenas, airports, on-street and hospitality valet.
Additional resources will be dedicated to these specialized markets. A senior-level manager
has been named to focus on
 3




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the stadium and arena market segment and a vice president for national accounts also has been
named. In addition, the Companys USA Parking subsidiary, which is focused on the high-end
hospitality industry, is expanding its marketing activities outside of its traditional home
base of Florida. The Company will continue its efforts to expand its share of the airport
parking segment and will seek to grow its on-street business.
    
    Re-emphasize the importance of client relationships in retaining and growing the
management contract segment. The Company intends to re-emphasize the importance of
developing and maintaining strong client relationships at the local, regional and national
levels through new training initiatives and incentives with the primary goals of improving
the Companys management contract retention rates and increasing its share of the management
contract business.
    
    Expand the Operational Excellence initiative company-wide.
Through its Operational Excellence, the Company seeks to improve
revenues, margins and profits at the location level. The Company
intends to dedicate additional resources to its Operational
Excellence initiative to expand its operational audit and training
programs and add Operational Excellence managers in several key
markets.
    
    Increase investment in technology to reduce costs and improve operational efficiencies.
The Company plans to deploy additional technology at the lot level, including automated pay
stations and other revenue collection technology. In addition, the Company will continue to
automate more field and corporate accounting processes. Management believes this investment
will streamline payment processing, improve timeliness of reporting and drive operational
efficiencies.
In addition, management believes that the Companys application
of technology to its operations represents a competitive advantage
over smaller operators with more limited resources.
    
    Continue to pursue opportunistic sales of real estate. The Company plans to continue its
previously announced strategy of pursuing opportunistic sales of real estate in situations
where the Company can achieve a purchase price that represents a substantial multiple to
earnings.
The Company has acquired a significant portfolio of real estate
properties. In certain situations, some of these properties have
increased in value significantly such that the best use for the
property is something other than parking. In these situations, the
Company will consider selling the property for development. During
fiscal year 2005, the Company sold 10 properties for a total of $81.5
million and anticipates additional sales during next fiscal year.
  Operating Strategy
  Manage Costs
  Emphasize Sales and Marketing Efforts
  Leverage Established Market Presence
  4




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Pursue Privatization Opportunities and Airports
  Empower Local Managers; Provide Corporate Support
   Utilize Performance-Based Compensation
  Maintain Well-Defined Professional Management Organization
   5




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Offer
Ancillary Services
  Focus on Retention of Patrons
  Maintain Disciplined Facility Site Selection Analysis
   Acquisitions
  Sales and Marketing
  Local
  National
  6




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International
   Operating Arrangements
  September 30,2005
    
    
    2004
    
    
    2003Managed
    
    
    1,671
    
    
    
    1,615
    
    
    
    1,714Leased
    
    
    1,548
    
    
    
    1,626
    
    
    
    1,798Owned
    
    
    180
    
    
    
    192
    
    
    
    205Total
    
    
    3,399
    
    
    
    3,433
    
    
    
    3,717
  Management Contracts
  7




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Leases
  Fee Ownership
  Joint Ventures
  DBE Partnerships
  Competition
   Seasonality
  8




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Insurance
   Regulation
    9




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Employees
  Service Marks and Trademarks
  Foreign and Domestic Operations
  Available Information
 www.sec.gov www.parking.com
 10




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Item 1A. Risk Factors
  Our financial performance is sensitive to changes in economic conditions that may
impact employment and consumer spending and commercial office occupancy.
  Our concentration of operations in the Northeastern and Mid-Atlantic regions of the
United States, particularly in New York City, increases the risk of negative financial fluctuations
due to events or factors that affect these areas.
  We have found material weaknesses in our internal controls that require remediation and concluded, pursuant to Section 404 of the
Sarbanes-Oxley Act of 2002, that our internal controls over financial reporting at September 30, 2005 were not effective.
   Changes in the insurance marketplace, including significantly higher premiums, higher
deductibles and coverage restrictions and increased claims costs, have negatively impacted our net income in recent years and could have a material adverse effect on our results of
operations and financial condition in the future.
  Acts of terrorism, such as the September 11, 2001 attacks, can have a significant adverse
affect on our results of operations and financial condition.
  The offer or sale of a substantial amount of our common stock by significant
shareholders could have an adverse impact on the market price of our
common stock.
  11




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We are dependent on the continued availability of capital to support our business.
  We are subject to interest rate risk.
  Our large number of leased and owned facilities increases the risk that we
may become unprofitable and that we may not be able to cover the fixed costs of our leased and
owned facilities.
   An increase in government regulation or taxation could have a negative effect on our
profitability.
  12




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The sureties for our performance bond program may increase rates and require additional
collateral to issue or renew performance bonds in support of certain contracts.
   Our net income could be adversely affected if accruals for future insurance losses are not
adequate.
  The operation of our business is dependent on key personnel.
  We have foreign operations that may be adversely affected by foreign currency exchange rate
fluctuations.
  In connection with ownership or operation of parking facilities, we may be liable
for environmental problems.
  13




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If we cannot maintain positive relationships with labor unions representing our employees, a
work stoppage may adversely affect our business.
  The failure to successfully integrate future acquisitions could have a negative impact on
our business and the market price of its common stock.
  
 Item 2. Properties
  PercentageNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    of TotalSegment
    
    Cities
    
    Locations
    
    
    Managed
    
    
    Leased
    
    
    Owned
    
    
    Spaces
    
    
    SpacesSegment 1Los Angeles
    
    Los Angeles, Orange County, San
Diego, Burbank Airport
    
    
    117
    
    
    
    50
    
    
    
    63
    
    
    
    4
    
    
    
    37,568
    
    
    
    2.40
    %San Francisco
    
    San Francisco, Oakland, Sacramento
    
    
    88
    
    
    
    51
    
    
    
    37
    
    
    
    0
    
    
    
    23,981
    
    
    
    1.53
    %Seattle
    
    Salt Lake City, Seattle, Vancouver
    
    
    76
    
    
    
    30
    
    
    
    46
    
    
    
    0
    
    
    
    14,461
    
    
    
    0.92
    %Denver
    
    Denver, Phoenix, Albuquerque, El Paso
    
    
    175
    
    
    
    71
    
    
    
    93
    
    
    
    11
    
    
    
    52,343
    
    
    
    3.35
    %Total Segment 1
    
    
    456
    
    
    
    202
    
    
    
    239
    
    
    
    15
    
    
    
    128,353
    
    
    
    8.20
    %Segment 2Boston
    
    Boston, Hartford, Manchester, Providence
    
    
    137
    
    
    
    68
    
    
    
    63
    
    
    
    6
    
    
    
    96,465
    
    
    
    6.17
    %New York
    
    New Jersey, New York City, Beacon, Stamford
    
    
    425
    
    
    
    210
    
    
    
    204
    
    
    
    11
    
    
    
    167,239
    
    
    
    10.69
    %Philadelphia
    
    Philadelphia, Harrisburg Airport
    
    
    76
    
    
    
    31
    
    
    
    40
    
    
    
    5
    
    
    
    50,104
    
    
    
    3.20
    %Total Segment 2
    
    
    638
    
    
    
    309
    
    
    
    307
    
    
    
    22
    
    
    
    313,808
    
    
    
    20.06
    %Segment 3USA Parking
    
    
    
    
    102
    
    
    
    84
    
    
    
    16
    
    
    
    2
    
    
    
    54,283
    
    
    
    3.47
    %Total Segment 3
    
    
    102
    
    
    
    84
    
    
    
    16
    
    
    
    2
    
    
    
    54,283
    
    
    
    3.47
    %Segment 4Mexico
    
    Mexico
    
    
    127
    
    
    
    77
    
    
    
    50
    
    
    
    0
    
    
    
    74,081
    
    
    
    4.74
    %South America
    
    Chile, Venezuela, Colombia, Peru, San Juan
    
    
    87
    
    
    
    53
    
    
    
    34
    
    
    
    0
    
    
    
    30,940
    
    
    
    1.98
    %Europe
    

United
Kingdom, Ireland, Spain, Poland,
Greece, Switzerland, Germany
    
    
    156
    
    
    
    125
    
    
    
    31
    
    
    
    0
    
    
    
    171,655
    
    
    
    10.97
    %Total Segment 4
    
    
    370
    
    
    
    255
    
    
    
    115
    
    
    
    0
    
    
    
    276,676
    
    
    
    17.69
    %Segment 5Nashville
    
    Nashville
    
    
    96
    
    
    
    34
    
    
    
    51
    
    
    
    11
    
    
    
    50,980
    
    
    
    3.26
    %Total Segment 5
    
    
    96
    
    
    
    34
    
    
    
    51
    
    
    
    11
    
    
    
    50,980
    
    
    
    3.26
    %
 14




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PercentageNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    of TotalSegment
    
    Cities
    
    Locations
    
    
    Managed
    
    
    Leased
    
    
    Owned
    
    
    Spaces
    
    
    SpacesSegment 6Cincinnati
    
    Indianapolis, Louisville, Lexington, Boone Co. Airport, Cincinnati, Columbus, Cleveland, Columbus Airport
    
    
    155
    
    
    
    55
    
    
    
    83
    
    
    
    17
    
    
    
    59,914
    
    
    
    3.83
    %Canada
    
    Detroit, Detroit Airport, Toronto, Ottawa, Montreal, Calgary, Toronto Pearson Airport
    
    
    117
    
    
    
    85
    
    
    
    30
    
    
    
    2
    
    
    
    103,683
    
    
    
    6.63
    %Chicago
    
    Chicago, Chicago Parking LLC, Minneapolis, Milwaukee, Gen. Mitchell Airport
    
    
    145
    
    
    
    53
    
    
    
    81
    
    
    
    11
    
    
    
    60,399
    
    
    
    3.86
    %St. Louis
    
    St. Louis, Kansas City, St. Louis Airport, Omaha, Memphis, Little Rock
    
    
    175
    
    
    
    65
    
    
    
    98
    
    
    
    12
    
    
    
    51,208
    
    
    
    3.27
    %Total Segment 6
    
    
    592
    
    
    
    258
    
    
    
    292
    
    
    
    42
    
    
    
    275,204
    
    
    
    17.59
    %Segment 7Washington, DC
    
    Washington, DC, Washington Dulles Airport, Baltimore, Richmond, Roanoke, Lynchburg (VA), Roanoke Airport, Richmond Airport
    
    
    242
    
    
    
    112
    
    
    
    115
    
    
    
    15
    
    
    
    100,343
    
    
    
    6.41
    %Upper New York
    
    Rochester, Buffalo, Binghamton, Syracuse, Pittsburgh, Wilkes-Barre, Charleston, WV
    
    
    120
    
    
    
    50
    
    
    
    54
    
    
    
    16
    
    
    
    37,477
    
    
    
    2.40
    %Total Segment 7
    
    
    362
    
    
    
    162
    
    
    
    169
    
    
    
    31
    
    
    
    137,820
    
    
    
    8.81
    %Segment 8Florida
    
    Jacksonville, Tampa, Orlando
    
    
    83
    
    
    
    51
    
    
    
    31
    
    
    
    1
    
    
    
    41,444
    
    
    
    2.65
    %Atlanta
    
    Atlanta, Miami
    
    
    116
    
    
    
    65
    
    
    
    42
    
    
    
    9
    
    
    
    56,172
    
    
    
    3.59
    %New Orleans
    
    Mobile, New Orleans, Baton Rouge, New Orleans Airport, Jackson
    
    
    129
    
    
    
    46
    
    
    
    78
    
    
    
    5
    
    
    
    40,424
    
    
    
    2.58
    %Houston
    
    Houston, Houston Airport, Oklahoma City, Tulsa, Dallas, Austin, Dallas-FT Worth Airport, San Antonio, Ft. Worth
    
    
    292
    
    
    
    123
    
    
    
    134
    
    
    
    35
    
    
    
    136,660
    
    
    
    8.74
    %Charlotte
    
    Birmingham, Charlotte, Columbia, Charleston, SC, Knoxville, Chattanooga
    
    
    163
    
    
    
    82
    
    
    
    74
    
    
    
    7
    
    
    
    52,532
    
    
    
    3.36
    %Total Segment 8
    
    
    783
    
    
    
    367
    
    
    
    359
    
    
    
    57
    
    
    
    327,232
    
    
    
    20.92
    %Total
    
    
    
    
    3,399
    
    
    
    1,671
    
    
    
    1,548
    
    
    
    180
    
    
    
    1,564,356
    
    
    
    100.00
    %
   PercentManaged
    
    
    Leased
    
    
    Owned
    
    
    Total
    
    
    Spaces
    
    
    of TotalTotal U.S. and Puerto Rico
    
    
    1,372
    
    
    
    1,371
    
    
    
    178
    
    
    
    2,921
    
    
    
    1,265,943
    
    
    
    80.93
    %United Kingdom
    
    
    98
    
    
    
    7
    
    
    
    0
    
    
    
    105
    
    
    
    124,702
    
    
    
    7.97
    %Mexico (1)
    
    
    77
    
    
    
    50
    
    
    
    0
    
    
    
    127
    
    
    
    74,081
    
    
    
    4.73
    %Canada
    
    
    62
    
    
    
    70
    
    
    
    2
    
    
    
    134
    
    
    
    32,796
    
    
    
    2.10
    %Venezuela (1)
    
    
    3
    
    
    
    1
    
    
    
    0
    
    
    
    4
    
    
    
    3,783
    
    
    
    0.24
    %Germany (1)
    
    
    6
    
    
    
    13
    
    
    
    0
    
    
    
    19
    
    
    
    25,300
    
    
    
    1.62
    %Chile
    
    
    15
    
    
    
    12
    
    
    
    0
    
    
    
    27
    
    
    
    7,806
    
    
    
    0.50
    %Greece (1)
    
    
    7
    
    
    
    1
    
    
    
    0
    
    
    
    8
    
    
    
    7,445
    
    
    
    0.48
    %Peru (1)
    
    
    11
    
    
    
    1
    
    
    
    0
    
    
    
    12
    
    
    
    5,555
    
    
    
    0.35
    %Spain
    
    
    1
    
    
    
    4
    
    
    
    0
    
    
    
    5
    
    
    
    1,573
    
    
    
    0.10
    %Poland (1)
    
    
    5
    
    
    
    5
    
    
    
    0
    
    
    
    10
    
    
    
    1,867
    
    
    
    0.12
    %Colombia(1)
    
    
    6
    
    
    
    12
    
    
    
    0
    
    
    
    18
    
    
    
    2,737
    
    
    
    0.17
    %Ireland
    
    
    7
    
    
    
    0
    
    
    
    0
    
    
    
    7
    
    
    
    10,443
    
    
    
    0.67
    %Switzerland
    
    
    1
    
    
    
    1
    
    
    
    0
    
    
    
    2
    
    
    
    325
    
    
    
    0.02
    %Total foreign
    
    
    299
    
    
    
    177
    
    
    
    2
    
    
    
    478
    
    
    
    298,413
    
    
    
    19.07
    %Total facilities
    
    
    1,671
    
    
    
    1,548
    
    
    
    180
    
    
    
    3,399
    
    
    
    1,564,356
    
    
    
    100.00
    %
 
 (1)
    
    Operated through unconsolidated 50% owned joint ventures 15




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Year Ended September 30,2005
    
    
    2004
    
    
    2003Managed Facilities:Beginning of year
    
    
    1,615
    
    
    
    1,714
    
    
    
    1,762Acquired or merged during year
    
    
    
    
    
    
    
    
    
    
    9Added during year
    
    
    354
    
    
    
    225
    
    
    
    236Consolidated during year
    
    
    (52
    )
    
    
    (18
    )
    
    
    (44
    )Deleted during year
    
    
    (246
    )
    
    
    (306
    )
    
    
    (249
    )End of year
    
    
    1,671
    
    
    
    1,615
    
    
    
    1,714Renewal Rate (1)
    
    
    87.6
    %
    
    
    84.2
    %
    
    
    87.5
    %Leased Facilities:Beginning of year
    
    
    1,626
    
    
    
    1,798
    
    
    
    1,886Acquired or merged during year
    
    
    
    
    
    
    
    
    
    
    9Added during year
    
    
    159
    
    
    
    108
    
    
    
    164Consolidated during year
    
    
    (18
    )
    
    
    (59
    )
    
    
    (33
    )Deleted during year
    
    
    (219
    )
    
    
    (221
    )
    
    
    (228
    )End of year
    
    
    1,548
    
    
    
    1,626
    
    
    
    1,798Owned Facilities (2):Beginning of year
    
    
    192
    
    
    
    205
    
    
    
    214Purchased during year
    
    
    2
    
    
    
    2
    
    
    
    9Sold during year
    
    
    (14
    )
    
    
    (15
    )
    
    
    (18
    )End of year
    
    
    180
    
    
    
    192
    
    
    
    205Total facilities (end of year)
    
    
    3,399
    
    
    
    3,433
    
    
    
    3,717Net increase(reduction) in number of facilities:Managed
    
    
    3.5
    %
    
    
    (5.8
    )%
    
    
    (2.7
    )%Leased
    
    
    (4.8
    )%
    
    
    (9.6
    )%
    
    
    (4.7
    )%Owned
    
    
    (6.3
    )%
    
    
    (6.3
    )%
    
    
    (4.2
    )%Total facilities
    
    
    (1.0
    )%
    
    
    (7.6
    )%
    
    
    (3.8
    )%
 
 (1)
    
    The renewal rate calculation is 100% minus deleted locations divided by the sum of the
beginning of the year, acquired and added during the year for management locations.(2)
    
    Includes the Companys corporate headquarters in Nashville, Tennessee. 
 Item 3. Legal Proceedings
  In re: Central Parking Corporation Securities
Litigation
 16




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##### Table of Contents



Item 4. Submission of Matters to a Vote of Security-Holders
  17




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##### Table of Contents



PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  High
    
    
    LowFISCAL YEAR 2005First Quarter
    
    $
    15.72
    
    
    $
    12.55Second Quarter
    
    
    18.37
    
    
    
    13.72Third Quarter
    
    
    17.76
    
    
    
    13.21Fourth Quarter
    
    
    16.33
    
    
    
    13.79Twelve months
    
    
    18.37
    
    
    
    12.55FISCAL YEAR 2004First Quarter
    
    $
    15.32
    
    
    $
    11.27Second Quarter
    
    
    21.70
    
    
    
    14.88Third Quarter
    
    
    21.26
    
    
    
    17.18Fourth Quarter
    
    
    19.85
    
    
    
    13.20Twelve months
    
    
    21.70
    
    
    
    11.27
    Number of securities
    
    
    
    
    
    
    Number of securities remainingto be issued upon
    
    
    Weighted-average
    
    
    available for future issuance underexercise of
    
    
    exercise price of
    
    
    equity compensation plansoutstanding options,
    
    
    outstanding options,
    
    
    (excluding securities reflected inwarrants and rights
    
    
    warrants and rights
    
    
    column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans
approved by securities holders
    
    
    4,453,206
    
    
    $
    17.86
    
    
    
    2,151,807Equity compensation plans not
approved by securities holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,453,206
    
    
    $
    17.86
    
    
    
    2,151,807
 18




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##### Table of Contents



Item 6. Selected Financial Data
   Year Ended September 30,
    
    
    2005 vs. 20042005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    Increase (Decrease)(5)
    
    
    (5)
    
    
    (5)
    
    
    (5)STATEMENT OF OPERATIONS DATA:Revenues:Parking
    
    $
    550,782
    
    
    $
    572,878
    
    
    $
    575,969
    
    
    $
    565,497
    
    
    $
    571,019
    
    
    $
    (22,096
    )
    
    
    (3.9
    )%Management contract and other
    
    
    118,611
    
    
    
    124,672
    
    
    
    117,428
    
    
    
    115,484
    
    
    
    97,663
    
    
    
    (6,061
    )
    
    
    (4.9
    )669,393
    
    
    
    697,550
    
    
    
    693,397
    
    
    
    680,981
    
    
    
    668,682
    
    
    
    (28,157
    )
    
    
    (4.0
    )Reimbursement of management contract expenses
    
    
    464,423
    
    
    
    418,565
    
    
    
    418,058
    
    
    
    390,306
    
    
    
    373,413
    
    
    
    45,858
    
    
    
    11.0Total revenues
    
    
    1,133,816
    
    
    
    1,116,115
    
    
    
    1,111,455
    
    
    
    1,071,287
    
    
    
    1,042,095
    
    
    
    17,701
    
    
    
    1.6Expenses:Total before reimbursed management contract expenses
    
    
    648,722
    
    
    
    651,450
    
    
    
    687,167
    
    
    
    619,480
    
    
    
    605,943
    
    
    
    (2,728
    )
    
    
    (0.4
    )Reimbursed management contract expenses
    
    
    464,423
    
    
    
    418,565
    
    
    
    418,058
    
    
    
    390,306
    
    
    
    373,413
    
    
    
    45,858
    
    
    
    11.0Property-related gains (losses), net
    
    
    53,570
    
    
    
    7,654
    
    
    
    (7,560
    )
    
    
    (4,329
    )
    
    
    (7,024
    )
    
    
    45,916
    
    
    
    599.9Impairment of goodwill
    
    
    (454
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (454
    )
    
    
    Operating earnings (losses)
    
    
    73,787
    
    
    
    53,754
    
    
    
    (1,330
    )
    
    
    57,172
    
    
    
    55,715
    
    
    
    20,033
    
    
    
    37.3Percentage of operating earnings (losses) to total revenues,
excluding reimbursement of management contract expenses
    
    
    11.0
    %
    
    
    7.7
    %
    
    
    (0.2
    )%
    
    
    8.4
    %
    
    
    8.3
    %Interest expense, net
    
    
    (13,203
    )
    
    
    (15,593
    )
    
    
    (17,164
    )
    
    
    (10,147
    )
    
    
    (16,989
    )
    
    
    2,390
    
    
    
    15.3Gain on repurchase of subordinated convertible debentures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,245
    
    
    
    
    
    
    
    
    
    
    
    Gain on sale of non-operating assets
    
    
    
    
    
    
    
    
    
    
    3,279
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gain on derivative instruments
    
    
    3,006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,006
    
    
    
    Equity in partnership and joint venture (losses) earnings
    
    
    (474
    )
    
    
    (2,984
    )
    
    
    2,212
    
    
    
    2,702
    
    
    
    3,151
    
    
    
    2,510
    
    
    
    84.1Earnings (loss) from continuing operations before
income taxes, minority interest and
cumulative effect of accounting changes
    
    
    63,116
    
    
    
    35,177
    
    
    
    (13,003
    )
    
    
    58,972
    
    
    
    41,877
    
    
    
    27,939
    
    
    
    79.4Minority interest
    
    
    (1,331
    )
    
    
    (2,999
    )
    
    
    (4,052
    )
    
    
    (4,765
    )
    
    
    (3,502
    )
    
    
    1,668
    
    
    
    55.6Earnings (loss) from continuing operations before income
taxes and cumulative effect of accounting changes
    
    
    61,785
    
    
    
    32,178
    
    
    
    (17,055
    )
    
    
    54,207
    
    
    
    38,375
    
    
    
    29,607
    
    
    
    92.0Income tax (expense) benefit
    
    
    (27,969
    )
    
    
    (13,776
    )
    
    
    6,903
    
    
    
    (17,689
    )
    
    
    (16,217
    )
    
    
    (14,193
    )
    
    
    (103.0
    )Income tax percentage of earnings (loss) from continuing
operations before income taxes and cumulative effect of
accounting changes
    
    
    45.3
    %
    
    
    42.8
    %
    
    
    40.5
    %
    
    
    32.6
    %
    
    
    42.3
    %
    
    
    N/A
    
    
    
    N/ACumulative effect of accounting changes, net of tax (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,341
    )
    
    
    (259
    )
    
    
    
    
    
    NMEarnings (loss) from continuing operations
    
    
    33,816
    
    
    
    18,402
    
    
    
    (10,152
    )
    
    
    27,177
    
    
    
    21,899
    
    
    
    15,414
    
    
    
    83.8Discontinued operations, net of tax
    
    
    (19,546
    )
    
    
    (1,409
    )
    
    
    5,625
    
    
    
    6,591
    
    
    
    3,954
    
    
    
    (18,137
    )
    
    
    (1,287.2
    )Net earnings (loss)
    
    $
    14,270
    
    
    $
    16,993
    
    
    $
    (4,527
    )
    
    $
    33,768
    
    
    $
    25,853
    
    
    $
    (2,723
    )
    
    
    (16.0
    )Percentage of net earnings (loss) to total revenues,
excluding reimbursement of management contract expenses
    
    
    2.1
    %
    
    
    2.4
    %
    
    
    (0.7
    )%
    
    
    5.0
    %
    
    
    3.9
    %
 Year Ended September 30,
    
    
    2005 vs. 20042005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    Increase (Decrease)(5)
    
    
    (5)
    
    
    (5)
    
    
    (5)PER SHARE DATA:Earnings (loss) from continuing operations before
cumulative effect of accounting changes  basic
    
    $
    0.92
    
    
    $
    0.51
    
    
    $
    (0.32
    )
    
    $
    1.02
    
    
    $
    0.62
    
    
    $
    0.41
    
    
    
    80.4
    %Cumulative effect of accounting changes, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.26
    )
    
    
    (0.01
    )
    
    
    
    
    
    
    Discontinued operations, net of tax
    
    
    (0.53
    )
    
    
    (0.04
    )
    
    
    0.19
    
    
    
    0.18
    
    
    
    0.11
    
    
    
    (0.49
    )
    
    
    (1,225.0
    )Net earnings (loss)  basic
    
    $
    0.39
    
    
    $
    0.47
    
    
    $
    (0.13
    )
    
    $
    0.94
    
    
    $
    0.72
    
    
    $
    (0.08
    )
    
    
    (17.0
    )Earnings (loss) from continuing operations before
cumulative effect of accounting changes  diluted
    
    $
    0.92
    
    
    $
    0.51
    
    
    $
    (0.32
    )
    
    $
    1.01
    
    
    $
    0.62
    
    
    $
    0.41
    
    
    
    80.4
    %Cumulative effect of accounting changes, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.26
    )
    
    
    (0.01
    )
    
    
    
    
    
    
    Discontinued operations, net of tax
    
    
    (0.53
    )
    
    
    (0.04
    )
    
    
    0.19
    
    
    
    0.18
    
    
    
    0.11
    
    
    
    (0.49
    )
    
    
    (1,225.0
    )Net earnings (loss) diluted
    
    $
    0.39
    
    
    $
    0.47
    
    
    $
    (0.13
    )
    
    $
    0.93
    
    
    $
    0.72
    
    
    $
    (0.08
    )
    
    
    (17.0
    )Basic weighted average common shares outstanding
    
    
    36,626
    
    
    
    36,346
    
    
    
    36,034
    
    
    
    35,849
    
    
    
    35,803
    
    
    
    280
    
    
    
    0.8
    %Diluted weighted average common shares outstanding
    
    
    36,762
    
    
    
    36,555
    
    
    
    36,034
    
    
    
    36,211
    
    
    
    36,015
    
    
    
    207
    
    
    
    0.6
    %Dividends per common share
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06Net book value per common share outstanding
at September 30
    
    $
    12.30
    
    
    $
    11.89
    
    
    $
    11.56
    
    
    $
    11.57
    
    
    $
    10.63
 19




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##### Table of Contents



As of September 30,
    
    
    2005 vs 20042005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    Increase (Decrease)BALANCE SHEET DATA:Cash and cash equivalents
    
    $
    26,055
    
    
    $
    27,628
    
    
    $
    31,572
    
    
    $
    33,498
    
    
    $
    41,849
    
    
    $
    (1,573
    )
    
    
    (5.7
    )%Working capital
    
    
    5,476
    
    
    
    (54,759
    )
    
    
    11,882
    
    
    
    (92,805
    )
    
    
    (79,251
    )
    
    
    60,235
    
    
    
    110.0Goodwill
    
    
    232,443
    
    
    
    232,562
    
    
    
    230,312
    
    
    
    242,141
    
    
    
    250,630
    
    
    
    (119
    )
    
    
    (0.1
    )Total assets
    
    
    867,814
    
    
    
    929,628
    
    
    
    1,001,177
    
    
    
    998,884
    
    
    
    986,881
    
    
    
    (61,814
    )
    
    
    (6.6
    )Long-term debt and capital lease obligations,
less current portion
    
    
    98,212
    
    
    
    159,188
    
    
    
    266,961
    
    
    
    207,098
    
    
    
    208,885
    
    
    
    (60,976
    )
    
    
    (38.3
    )Subordinated convertible debentures
    
    
    78,085
    
    
    
    78,085
    
    
    
    78,085
    
    
    
    78,085
    
    
    
    110,000
    
    
    
    
    
    
    
    Shareholders equity
    
    
    452,061
    
    
    
    435,033
    
    
    
    416,526
    
    
    
    415,804
    
    
    
    381,446
    
    
    
    17,028
    
    
    
    3.9
 Year Ended September 30,
    
    
    2005 vs. 20042005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    Increase (Decrease)OTHER DATA:Depreciation and amortization
    
    $
    29,497
    
    
    $
    32,635
    
    
    $
    35,173
    
    
    $
    34,500
    
    
    $
    44,263
    
    
    $
    (3,138
    )
    
    
    (9.6
    )%Employees (2)
    
    
    23,957
    
    
    
    22,537
    
    
    
    21,187
    
    
    
    18,100
    
    
    
    18,800
    
    
    
    1,420
    
    
    
    6.3Number of shareholders (2)
    
    
    5,650
    
    
    
    6,862
    
    
    
    8,400
    
    
    
    7,100
    
    
    
    6,500
    
    
    
    (1,212
    )
    
    
    (17.7
    )Market capitalization (in millions) (3)
    
    $
    550,000
    
    
    $
    484,000
    
    
    $
    443,000
    
    
    $
    724,000
    
    
    $
    501,000
    
    
    $
    66,000
    
    
    
    13.6Return on average equity (4)
    
    
    3.2
    %
    
    
    4.0
    %
    
    
    (1.1
    )%
    
    
    8.5
    %
    
    
    6.9
    %
 
 (1)
    
    Reflects the Companys adoption in 2002 of Statement of Financial Accounting Standards
(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 Staff Accounting Bulletin (SAB) 101
related to revenue recognition of $259 thousand, net of tax of $171 thousand.(2)
    
    Reflects information as of September 30 of the respective fiscal year.(3)
    
    Based on number of shares outstanding and closing market price as of September 30.(4)
    
    Reflects return on equity calculated using fiscal year net earnings (loss) divided by average
shareholders equity for the fiscal year.(5)
    
    The Companys prior period results were reclassified to reflect the operations of the
locations discontinued in fiscal year 2005 as well as the locations designated as
held-for-sale during fiscal year 2005 but not yet sold, as discontinued operations net of
related income taxes.NM
    
    Not meaningfulN/A
    
    Not Applicable 20




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
  Critical Accounting Policies
   Impairment of Long-Lived Assets and Goodwill
 Accounting for the
Impairment or Disposal of Long-Lived Assets. Goodwill and Other Intangible Assets
  21




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##### Table of Contents



Contract and Lease Rights
  Allowance for Doubtful Accounts
  Lease Termination Costs
 Accounting for Costs Associated with Exit
or Disposal Activities Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).
 Insurance
 Accounting for Contingencies
 Income Taxes
 Accounting for Income Taxes
 22




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##### Table of Contents



Restatement
  Results of Operations
 Year Ended September 30, 2005 Compared to Year Ended September 30, 2004
       23




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##### Table of Contents



Year Ended September 30, 2004 Compared to Year Ended September 30, 2003
   24




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##### Table of Contents



Quarterly Results
    25




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##### Table of Contents



2005 Quarters
    
    December 31
    
    
    March 31(Unaudited)
    
    As Reported
    
    
    Restated
    
    
    As Reported
    
    
    RestatedTotal revenues, excluding reimbursement
of management contract expenses
    
    $
    171,511
    
    
    $
    171,579
    
    
    $
    164,567
    
    
    $
    165,061Property related gains, net
    
    
    1,881
    
    
    
    1,881
    
    
    
    14,755
    
    
    
    14,755Operating earnings
    
    
    13,169
    
    
    
    13,234
    
    
    
    16,376
    
    
    
    15,999Earnings from continuing operations, net of tax
    
    
    5,727
    
    
    
    6,106
    
    
    
    6,628
    
    
    
    7,018Discontinued operations, net of tax
    
    
    (2,247
    )
    
    
    (3,235
    )
    
    
    (364
    )
    
    
    532Net earnings
    
    
    3,480
    
    
    
    2,871
    
    
    
    6,264
    
    
    
    7,550Earnings from continuingoperations, net of tax
per share - basic
    
    $
    0.16
    
    
    $
    0.17
    
    
    $
    0.18
    
    
    $
    0.19Discontinued operations, net of tax
    
    
    (0.06
    )
    
    
    (0.09
    )
    
    
    (0.01
    )
    
    
    0.02Net earnings  basic
    
    $
    0.10
    
    
    $
    0.08
    
    
    $
    0.17
    
    
    $
    0.21Earnings from continuingoperations, net of tax per share  dilutive
    
    $
    0.16
    
    
    $
    0.17
    
    
    $
    0.18
    
    
    $
    0.19Discontinued operations, net of tax
    
    
    (0.06
    )
    
    
    (0.09
    )
    
    
    (0.01
    )
    
    
    0.02Net earnings
- dilutive
    
    $
    0.10
    
    
    $
    0.08
    
    
    $
    0.17
    
    
    $
    0.21
 June 30
    
    
    September 30As Reported
    
    
    RestatedTotal revenues, excluding reimbursement
of management contract expenses
    
    $
    168,658
    
    
    $
    167,063
    
    
    $
    165,690Property related gains, net
    
    
    (1,171
    )
    
    
    (1,171
    )
    
    
    38,105Operating earnings
    
    
    12,475
    
    
    
    6,104
    
    
    
    38,450Earnings from continuing operations, net of tax
    
    
    7,973
    
    
    
    3,192
    
    
    
    17,500Discontinued operations, net of tax
    
    
    (3,093
    )
    
    
    (8,528
    )
    
    
    (8,315
    )Net earnings (loss)
    
    
    4,880
    
    
    
    (5,336
    )
    
    
    9,185Earnings from continuing
operations, net of tax per share  basic
    
    $
    0.22
    
    
    $
    0.09
    
    
    $
    0.47Discontinued operations, net of tax
    
    
    (0.08
    )
    
    
    (0.23
    )
    
    
    (0.23
    )Net earnings (loss)  basic
    
    $
    0.14
    
    
    $
    (0.14
    )
    
    $
    0.24Earnings from continuing
operations, net of tax per share  dilutive
    
    $
    0.22
    
    
    $
    0.09
    
    
    $
    0.47Discontinued operations, net of tax
    
    
    (0.08
    )
    
    
    (0.23
    )
    
    
    (0.23
    )Net earnings (loss)  dilutive
    
    $
    0.14
    
    
    $
    (0.14
    )
    
    $
    0.24
 2004 Quarters(Unaudited)
    
    December 31
    
    
    March 31
    
    
    June 30
    
    
    September 30Total revenues, excluding reimbursement
of management contract expenses
    
    $
    179,063
    
    
    $
    172,578
    
    
    $
    176,629
    
    
    $
    169,280Property related gains, net
    
    
    1,243
    
    
    
    3,293
    
    
    
    1,433
    
    
    
    1,685Operating earnings
    
    
    17,970
    
    
    
    12,755
    
    
    
    16,082
    
    
    
    6,947Earnings from continuing operations, net of tax
    
    
    8,529
    
    
    
    2,770
    
    
    
    6,028
    
    
    
    1,075Discontinued operations, net of tax
    
    
    (134
    )
    
    
    765
    
    
    
    (60
    )
    
    
    (1,980
    )Net earnings
    
    
    8,395
    
    
    
    3,535
    
    
    
    5,968
    
    
    
    (905
    )Earnings from continuing
operations, net of tax per share  basic
    
    $
    0.24
    
    
    $
    0.08
    
    
    $
    0.16
    
    
    $
    0.03Discontinued operations, net of tax
    
    
    (0.01
    )
    
    
    0.02
    
    
    
    (0.00
    )
    
    
    (0.05
    )Net earnings  basic
    
    $
    0.23
    
    
    $
    0.10
    
    
    $
    0.16
    
    
    $
    (0.02
    )Earnings from continuing
operations, net of tax per share  dilutive
    
    $
    0.24
    
    
    $
    0.08
    
    
    $
    0.16
    
    
    $
    0.03Discontinued operations, net of tax
    
    
    (0.01
    )
    
    
    0.02
    
    
    
    (0.00
    )
    
    
    (0.05
    )Net earnings
- dilutive
    
    $
    0.23
    
    
    $
    0.10
    
    
    $
    0.16
    
    
    $
    (0.02
    )
 26




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Liquidity and Capital Resources
          27




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##### Table of Contents



Future Cash Commitments
      Payments due by periodLess than
    
    
    1-3
    
    
    3-5
    
    
    After 5Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsLong-term debt and capital lease
obligations
    
    $
    99,976
    
    
    $
    1,764
    
    
    $
    43,220
    
    
    $
    54,854
    
    
    $
    138Subordinated debentures
    
    
    78,085
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,085Operating leases
    
    
    1,041,825
    
    
    
    182,833
    
    
    
    271,050
    
    
    
    165,814
    
    
    
    422,128Total contractual cash obligations
    
    $
    1,219,886
    
    
    $
    184,597
    
    
    $
    314,270
    
    
    $
    220,668
    
    
    $
    500,351
 Amount of commitment expiration per periodLess than
    
    1-3
    
    3-5
    
    After 5Total
    
    1 Year
    
    Years
    
    Years
    
    YearsUnused lines of credit
    
    $
    172,850
    
    
    $
    
    
    
    $
    172,850
    
    
    $
    
    
    
    $
    
  International Foreign Currency Exposure
  28




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##### Table of Contents



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, 2005, revenues from operations in the United
Kingdom and Canada represented 9.0% and 50.8%, respectively, of total revenues generated by foreign
operations, excluding reimbursement of management contract expenses.
 Impact of Inflation and Changing Prices
  Off Balance Sheet Arrangements
  Recent Accounting Pronouncements
 Share-Based Payment.
 
 Item 7a. Quantitative and Qualitative Disclosures About Market Risk
 Interest Rates
    Foreign Currency Exposure
  29




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data
 CENTRAL PARKING CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PAGEReport of Independent Registered Public Accounting Firm
    
    
    31Consolidated Balance Sheets as of September 30, 2005 and 2004
    
    
    32Consolidated Statements of Operations for the Years Ended September 30,
2005, 2004 and 2003
    
    
    33Consolidated Statements of Shareholders Equity and
Comprehensive Income (Loss) for the Years Ended September 30, 2005, 2004 and 2003
    
    
    34Consolidated Statements of Cash Flows for the Years Ended September 30,
2005, 2004 and 2003
    
    
    35Notes to Consolidated Financial Statements
    
    
    37Schedule II  Valuation and Qualifying Accounts
    
    
    65Schedule IV  Mortgage Loans on Real Estate
    
    
    65
 30




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##### Table of Contents



Report of Independent Registered Public Accounting Firm




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##### Table of Contents



CENTRAL PARKING CORPORATION and SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
  September 30,2005
    
    
    2004ASSETSCurrent assets:Cash and cash equivalents
    
    $
    26,055
    
    
    $
    27,628Management accounts receivable, net of allowance for doubtful accounts of
$10,268 and $3,206 at September 30, 2005 and 2004, respectively
    
    
    51,931
    
    
    
    43,776Accounts
receivable - other
    
    
    15,537
    
    
    
    14,594Current portion of notes receivable (including amounts due
from related parties of $937 in 2005 and $1,617 in 2004)
    
    
    5,818
    
    
    
    6,010Prepaid expenses
    
    
    8,630
    
    
    
    13,045Assets held for sale
    
    
    49,048
    
    
    
    23,724Available for sale securities
    
    
    4,606
    
    
    
    4,364Refundable income taxes
    
    
    
    
    
    
    1,461Deferred income taxes
    
    
    19,949
    
    
    
    11,177Total current assets
    
    
    181,574
    
    
    
    145,779Notes receivable, less current portion
    
    
    10,480
    
    
    
    41,940Property, equipment, and leasehold improvements, net
    
    
    327,391
    
    
    
    380,256Contract and lease rights, net
    
    
    80,064
    
    
    
    89,015Goodwill, net
    
    
    232,443
    
    
    
    232,562Investment in and advances to partnerships and joint ventures
    
    
    4,443
    
    
    
    7,824Other assets
    
    
    31,419
    
    
    
    32,252Total Assets
    
    $
    867,814
    
    
    $
    929,628LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and capital lease obligations
    
    $
    1,764
    
    
    $
    46,867Accounts payable
    
    
    83,604
    
    
    
    82,224Accrued expenses
    
    
    52,809
    
    
    
    46,807Management accounts payable
    
    
    25,532
    
    
    
    24,640Income taxes payable
    
    
    12,389
    
    
    
    Total current liabilities
    
    
    176,098
    
    
    
    200,538Long-term debt and capital lease obligations, less current portion
    
    
    98,212
    
    
    
    159,188Subordinated convertible debentures
    
    
    78,085
    
    
    
    78,085Deferred rent
    
    
    22,113
    
    
    
    24,450Deferred income taxes
    
    
    19,565
    
    
    
    17,293Other liabilities
    
    
    21,152
    
    
    
    14,977Total liabilities
    
    
    415,225
    
    
    
    494,531Minority interest
    
    
    528
    
    
    
    64Shareholders equity:Common stock, $0.01 par value; 50,000,000 shares authorized,
36,759,155 and 36,582,808 shares issued and outstanding at
September 30, 2005 and 2004, respectively
    
    
    368
    
    
    
    366Additional paid-in capital
    
    
    251,784
    
    
    
    249,452Accumulated other comprehensive income, net
    
    
    3,432
    
    
    
    879Retained earnings
    
    
    197,182
    
    
    
    185,041Other
    
    
    (705
    )
    
    
    (705
    )Total shareholders equity
    
    
    452,061
    
    
    
    435,033Total Liabilities and Shareholders Equity
    
    $
    867,814
    
    
    $
    929,628
  32




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##### Table of Contents



CENTRAL PARKING CORPORATION and SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
  Year Ended September 30,2005
    
    
    2004
    
    
    2003Revenues:Parking
    
    $
    550,782
    
    
    $
    572,878
    
    
    $
    575,969Management contract and other
    
    
    118,611
    
    
    
    124,672
    
    
    
    117,428669,393
    
    
    
    697,550
    
    
    
    693,397Reimbursement of management contract expenses
    
    
    464,423
    
    
    
    418,565
    
    
    
    418,058Total revenues
    
    
    1,133,816
    
    
    
    1,116,115
    
    
    
    1,111,455Costs and expenses:Cost of parking
    
    
    504,648
    
    
    
    521,682
    
    
    
    538,158Cost of management contracts
    
    
    60,493
    
    
    
    57,904
    
    
    
    65,600General and administrative
    
    
    83,581
    
    
    
    71,864
    
    
    
    83,409648,722
    
    
    
    651,450
    
    
    
    687,167Reimbursed management contract expenses
    
    
    464,423
    
    
    
    418,565
    
    
    
    418,058Total costs and expenses
    
    
    1,113,145
    
    
    
    1,070,015
    
    
    
    1,105,225Property-related gains (losses), net
    
    
    53,570
    
    
    
    7,654
    
    
    
    (7,560
    )Impairment of goodwill
    
    
    (454
    )
    
    
    
    
    
    
    Operating earnings (losses)
    
    
    73,787
    
    
    
    53,754
    
    
    
    (1,330
    )Other income (expenses):Interest income
    
    
    4,741
    
    
    
    4,883
    
    
    
    4,733Interest expense
    
    
    (17,944
    )
    
    
    (20,476
    )
    
    
    (21,897
    )Gain on sale of non-operating assets
    
    
    
    
    
    
    
    
    
    
    3,279Gain on derivative instruments
    
    
    3,006
    
    
    
    
    
    
    
    Equity in partnership and joint venture (losses) earnings
    
    
    (474
    )
    
    
    (2,984
    )
    
    
    2,212Earnings (loss) from continuing operations before minority interest,
and income taxes
    
    
    63,116
    
    
    
    35,177
    
    
    
    (13,003
    )Minority interest
    
    
    (1,331
    )
    
    
    (2,999
    )
    
    
    (4,052
    )Earnings (loss) from continuing operations before income taxes
    
    
    61,785
    
    
    
    32,178
    
    
    
    (17,055
    )Income tax (expense) benefit:Current
    
    
    (32,057
    )
    
    
    (11,186
    )
    
    
    (5,051
    )Deferred
    
    
    4,088
    
    
    
    (2,590
    )
    
    
    11,954Total income tax (expense) benefit
    
    
    (27,969
    )
    
    
    (13,776
    )
    
    
    6,903Earnings (loss) from continuing operations
    
    
    33,816
    
    
    
    18,402
    
    
    
    (10,152
    )Discontinued operations, net of tax
    
    
    (19,546
    )
    
    
    (1,409
    )
    
    
    5,625Net earnings (loss)
    
    $
    14,270
    
    
    $
    16,993
    
    
    $
    (4,527
    )Basic earnings (loss) per share:Earnings (loss) from continuing operations
    
    $
    0.92
    
    
    $
    0.51
    
    
    $
    (0.28
    )Discontinued operations, net of tax
    
    
    (0.53
    )
    
    
    (0.04
    )
    
    
    0.15Net earnings (loss)
    
    $
    0.39
    
    
    $
    0.47
    
    
    $
    (0.13
    )Diluted earnings (loss) per share:Earnings (loss) from continuing operations
    
    $
    0.92
    
    
    $
    0.51
    
    
    $
    (0.28
    )Discontinued operations, net of tax
    
    
    (0.53
    )
    
    
    (0.04
    )
    
    
    0.15Net earnings (loss)
    
    $
    0.39
    
    
    $
    0.47
    
    
    $
    (0.13
    )
  33




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CENTRAL PARKING CORPORATION and SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
and COMPREHENSIVE INCOME (LOSS)
  AccumulatedAdditional
    
    
    Other
    
    
    
    
    
    
    OtherNumber of
    
    
    Common
    
    
    Paid-in
    
    
    Comprehensive
    
    
    Retained
    
    
    ShareholdersShares
    
    
    Stock
    
    
    Capital
    
    
    Income (Loss), net
    
    
    Earnings
    
    
    Equity
    
    
    TotalBalance at September 30, 2002
    
    
    35,952
    
    
    $
    360
    
    
    $
    242,112
    
    
    $
    (2,377
    )
    
    $
    176,924
    
    
    $
    (1,215
    )
    
    $
    415,804Issuance under restricted stock
plan and employment agreements
    
    
    13
    
    
    
    1
    
    
    
    215
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    216Issuance under Employee Stock
Purchase Plan
    
    
    164
    
    
    
    1
    
    
    
    3,550
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,551Common stock dividends, $0.06 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,165
    )
    
    
    
    
    
    
    (2,165
    )Exercise of stock options and warrants and
related tax benefits
    
    
    41
    
    
    
    
    
    
    
    682
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    682Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    510
    
    
    
    510Comprehensive income (loss):Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,527
    )
    
    
    
    
    
    
    (4,527
    )Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    629
    
    
    
    
    
    
    
    
    
    
    
    629Unrealized gain on available-for-sale
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    168
    
    
    
    
    
    
    
    
    
    
    
    168Unrealized gain on fair value of derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,658
    
    
    
    
    
    
    
    
    
    
    
    1,658Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,072
    )Balance at September 30, 2003
    
    
    36,170
    
    
    
    362
    
    
    
    246,559
    
    
    
    78
    
    
    
    170,232
    
    
    
    (705
    )
    
    $
    416,526Issuance under restricted stock
plan and employment agreements
    
    
    16
    
    
    
    
    
    
    
    323
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    323Issuance under Employee Stock
Purchase Plan
    
    
    71
    
    
    
    1
    
    
    
    591
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    592Common stock dividends, $0.06 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,184
    )
    
    
    
    
    
    
    (2,184
    )Exercise of stock options and
related tax benefits
    
    
    130
    
    
    
    1
    
    
    
    1,612
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,613Issuance of deferred stock units
    
    
    196
    
    
    
    2
    
    
    
    367
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    369Comprehensive income (loss):Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,993
    
    
    
    
    
    
    
    16,993Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (276
    )
    
    
    
    
    
    
    
    
    
    
    (276
    )Unrealized loss on available-for-sale
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    (5
    )Unrealized gain on fair value of derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,082
    
    
    
    
    
    
    
    
    
    
    
    1,082Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,794Balance at September 30, 2004
    
    
    36,583
    
    
    
    366
    
    
    
    249,452
    
    
    
    879
    
    
    
    185,041
    
    
    
    (705
    )
    
    $
    435,033Issuance under restricted stock
plan and employment agreements
    
    
    14
    
    
    
    
    
    
    
    197
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    197Issuance under Employee Stock
Purchase Plan
    
    
    39
    
    
    
    
    
    
    
    569
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    569Common stock dividends, $0.06 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,129
    )
    
    
    
    
    
    
    (2,129
    )Exercise of stock options and
related tax benefits
    
    
    123
    
    
    
    2
    
    
    
    1,566
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,568Comprehensive income (loss):Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,270
    
    
    
    
    
    
    
    14,270Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,259
    
    
    
    
    
    
    
    
    
    
    
    3,259Unrealized gain on available-for-sale
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54
    
    
    
    
    
    
    
    
    
    
    
    54Unrealized loss on fair value of derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (760
    )
    
    
    
    
    
    
    
    
    
    
    (760
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,823Balance at September 30, 2005
    
    
    36,759
    
    
    $
    368
    
    
    $
    251,784
    
    
    $
    3,432
    
    
    $
    197,182
    
    
    $
    (705
    )
    
    $
    452,061
  34




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##### Table of Contents



CENTRAL PARKING CORPORATION and SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended September 30,2005
    
    
    2004
    
    
    2003Cash flows from operating activities:Net earnings (loss)
    
    $
    14,270
    
    
    $
    16,993
    
    
    $
    (4,527
    )Loss (earnings) from discontinued operations
    
    
    19,546
    
    
    
    1,409
    
    
    
    (5,625
    )Earnings (loss) from continuing operations
    
    
    33,816
    
    
    
    18,402
    
    
    
    (10,152
    )Adjustments to reconcile earnings (loss) from continuing operations to net cash
provided by operating activities  continuing operations:Depreciation and amortization
    
    
    29,497
    
    
    
    32,635
    
    
    
    35,173Equity in partnership and joint venture losses (earnings)
    
    
    474
    
    
    
    2,984
    
    
    
    (2,212
    )Distributions from partnerships and joint ventures
    
    
    2,092
    
    
    
    1,412
    
    
    
    1,375Loss on impairment of goodwill
    
    
    454
    
    
    
    
    
    
    
    Gain on sale of non-operating assets
    
    
    
    
    
    
    
    
    
    
    (3,279
    )Property related (gains) losses, net
    
    
    (53,570
    )
    
    
    (7,654
    )
    
    
    7,560Gain on derivative instruments
    
    
    (3,006
    )
    
    
    
    
    
    
    Loss on derivatives related to refinancing
    
    
    
    
    
    
    
    
    
    
    918Decrease in fair value of derivatives
    
    
    
    
    
    
    
    
    
    
    12Deferred income taxes
    
    
    (4,088
    )
    
    
    2,590
    
    
    
    (11,954
    )Minority interest
    
    
    1,331
    
    
    
    2,999
    
    
    
    4,052Changes in operating assets and liabilities, excluding effects of acquisitions:Management accounts receivable
    
    
    (8,368
    )
    
    
    (6,605
    )
    
    
    5,490Accounts
receivable - other
    
    
    (955
    )
    
    
    6,106
    
    
    
    274Prepaid expenses
    
    
    4,402
    
    
    
    (1,621
    )
    
    
    (1,373
    )Other assets
    
    
    (9,313
    )
    
    
    (7,211
    )
    
    
    (2,904
    )Accounts payable, accrued expenses and other liabilities
    
    
    13,634
    
    
    
    (6,096
    )
    
    
    1,186Management accounts payable
    
    
    884
    
    
    
    (749
    )
    
    
    (279
    )Deferred rent
    
    
    (2,337
    )
    
    
    (3,119
    )
    
    
    (1,535
    )Refundable income taxes
    
    
    1,461
    
    
    
    4,022
    
    
    
    (5,483
    )Income taxes payable
    
    
    12,527
    
    
    
    273
    
    
    
    2,149Net cash provided by operating activities  continuing operations
    
    
    18,935
    
    
    
    38,368
    
    
    
    19,018Net cash (used) provided by operating activities  discontinued
operations
    
    
    (15,701
    )
    
    
    3,271
    
    
    
    1,495Net cash provided by operating activities
    
    
    3,234
    
    
    
    41,639
    
    
    
    20,513Cash flows from investing activities:Proceeds from disposition of property and equipment
    
    
    81,541
    
    
    
    69,408
    
    
    
    26,147Purchase of equipment and leasehold improvements
    
    
    (12,279
    )
    
    
    (13,274
    )
    
    
    (53,924
    )Purchase of property
    
    
    
    
    
    
    (1,725
    )
    
    
    Purchase of lease rights
    
    
    
    
    
    
    (4,530
    )
    
    
    (7,186
    )Acquisitions, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (1,997
    )Incentive payment for USA Parking
    
    
    
    
    
    
    2,250
    
    
    
    Proceeds
from notes receivable
    
    
    32,484
    
    
    
    227
    
    
    
    5,823Net cash provided (used) by investing activities
    
    
    101,746
    
    
    
    52,356
    
    
    
    (31,137
    )Cash flows from financing activities:Dividends paid
    
    
    (2,129
    )
    
    
    (2,184
    )
    
    
    (2,165
    )Net (repayments) borrowings under revolving credit agreement
    
    
    7,062
    
    
    
    (59,000
    )
    
    
    (87,500
    )Proceeds from issuance of notes payable, net of issuance costs
    
    
    8,417
    
    
    
    2,933
    
    
    
    176,332Principal repayments on long-term debt and capital lease obligations
    
    
    (121,367
    )
    
    
    (39,065
    )
    
    
    (78,664
    )Payment to minority interest partners
    
    
    (937
    )
    
    
    (3,244
    )
    
    
    (4,116
    )Proceeds from issuance of common stock and exercise of stock options
    
    
    2,334
    
    
    
    2,897
    
    
    
    4,182Net cash (used) provided by financing activities
    
    
    (106,620
    )
    
    
    (97,663
    )
    
    
    8,069Foreign currency translation
    
    
    67
    
    
    
    (276
    )
    
    
    629Net decrease in cash and cash equivalents
    
    
    (1,573
    )
    
    
    (3,944
    )
    
    
    (1,926
    )Cash and cash equivalents at beginning of year
    
    
    27,628
    
    
    
    31,572
    
    
    
    33,498Cash and cash equivalents at end of year
    
    $
    26,055
    
    
    $
    27,628
    
    
    $
    31,572
 Consolidated Statements of Cash Flows continued:
 35




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##### Table of Contents



Year Ended September 30,2005
    
    
    2004
    
    
    2003Non-cash transactions:Change in unrealized gain on fair value of derivatives and available-
for-sale securities
    
    $
    
    
    
    $
    1,077
    
    
    $
    1,826Cash payments for:Interest
    
    $
    16,983
    
    
    $
    19,160
    
    
    $
    14,020Income taxes
    
    $
    16,355
    
    
    $
    6,725
    
    
    $
    12,256Effects of acquisitions:Estimated fair value of assets acquired
    
    $
    
    
    
    $
    
    
    
    $
    632Purchase price in excess of the net assets acquired (contract rights)
    
    
    
    
    
    
    
    
    
    
    2,333Estimated fair values of liabilities assumed
    
    
    
    
    
    
    
    
    
    
    (968
    )Net cash paid for acquisitions
    
    $
    
    
    
    $
    
    
    
    $
    1,997
  36




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1) Summary of Significant Accounting Policies
  (a) Organization and Basis of Presentation
   (b) Revenues
   Income Statement
Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred,
 (c) Cash and Cash Equivalents
  (d) Management Accounts Receivable
  (e) Available for sale securities
  37




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##### Table of Contents



(f) Property, Equipment, and Leasehold Improvements
  (g) Investment in and Advances to Partnerships and Joint Ventures
   (h) Contract and Lease Rights
  (i) Goodwill
  (j) Other Assets
  (k) Lease Transactions and Related Balances
   38




---



##### Table of Contents



(l) Property-Related Gains (Losses), Net
  (m) Impairment of Long-Lived Assets
  Business
Combinations
 (n) Income Taxes
  (o) Pre-opening Expense
  (p) Per Share Data
  (q) Foreign Currency Translation
  (r) Fair Value of Financial Instruments
  39




---



##### Table of Contents



(s) Stock Option Plan
 Accounting for Stock-Based Compensation  Transition and Disclosure, an amendment of FASB
Statement No. 123 Accounting for Stock-Based Compensation,
 Accounting for Stock Issued to Employees, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion
No. 25,
  Year ended September 30,2005
    
    
    2004
    
    
    2003Net earnings (loss), as reported
    
    $
    14,270
    
    
    $
    16,993
    
    
    $
    (4,527
    )Add stock-based employee compensation expense
included in reported net earnings (loss), net of tax
    
    
    
    
    
    
    
    
    
    
    Deduct total stock-based employee compensation expense
determined under fair-value-based method for all awards,
net of tax
    
    
    (9,006
    )
    
    
    (2,765
    )
    
    
    (5,799
    )Pro forma net earnings (loss)
    
    $
    5,264
    
    
    $
    14,228
    
    
    $
    (10,326
    )Net earnings (loss) per share:Basic-as reported
    
    $
    0.39
    
    
    $
    0.47
    
    
    $
    (0.13
    )Basic-pro forma
    
    $
    0.14
    
    
    $
    0.39
    
    
    $
    (0.29
    )Diluted-as reported
    
    $
    0.39
    
    
    $
    0.47
    
    
    $
    (0.13
    )Diluted-pro forma
    
    $
    0.14
    
    
    $
    0.39
    
    
    $
    (0.29
    )
   Share-Based Payment Accounting for Stock-Based
Compensation Accounting for Stock Issued to Employees
 40




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##### Table of Contents



(t) Business Concentrations
  (u) Risk Management
 Accounting for Contingencies
 (v) Use of Estimates
  (w) Derivative financial instruments
      41




---



##### Table of Contents



September 30, 2005
    
    
    September 30, 2004Derivative instrument assets:Interest rate swaps
    
    $
    3,006
    
    
    $
    1,268
   (x) Discontinued Operations
  (y) Reclassifications
  (2) Business
Combinations and Lease Right Transactions
 Sterling Parking LTD
  Tangible assets
    
    $
    632Contract rights
    
    
    2,333Liabilities assumed
    
    
    (968
    )Net assets acquired
    
    $
    1,997
 42




---



##### Table of Contents



Lease rights
   (3) Notes Receivable
      43




---



##### Table of Contents



(4) Property, Equipment and Leasehold Improvements
  September 30,2005
    
    
    2004Leasehold improvements
    
    $
    42,611
    
    
    $
    46,837Buildings and garages
    
    
    83,593
    
    
    
    83,643Operating equipment
    
    
    75,072
    
    
    
    73,064Furniture and fixtures
    
    
    9,480
    
    
    
    9,157Equipment operated under capital leases
    
    
    1,164
    
    
    
    3,817211,920
    
    
    
    216,518Less accumulated depreciation and amortization
    
    
    100,339
    
    
    
    99,745111,581
    
    
    
    116,773Land
    
    
    215,810
    
    
    
    263,483Property, equipment and leasehold improvements, net
    
    $
    327,391
    
    
    $
    380,256
  (5) Goodwill and Amortizable Intangible Assets
  GrossCarrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    NetContract and lease rights
    
    $
    140,503
    
    
    $
    60,439
    
    
    $
    80,064Noncompete agreements
    
    
    2,575
    
    
    
    2,386
    
    
    
    189Total
    
    $
    143,078
    
    
    
    62,825
    
    
    
    80,253
  As of September 30, 2003
    
    $
    102,315Additions
    
    
    1,502Amortization
    
    
    (8,557
    )Deletions
    
    
    (5,747
    )Impairments
    
    
    (498
    )As of September 30, 2004
    
    
    89,015Additions
    
    
    740Amortization
    
    
    (7,779
    )Deletions
    
    
    (1,912
    )Impairments
    
    
    As of September 30, 2005
    
    $
    80,064
  Year EndingSeptember 30,2006
    
    $
    7,7692007
    
    
    7,7652008
    
    
    7,7662009
    
    
    7,7662010
    
    
    7,739Thereafter
    
    
    41,259$
    80,064
 44




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##### Table of Contents



One
    
    
    Two
    
    
    Three
    
    
    Four
    
    
    Five
    
    
    Six
    
    
    Seven
    
    
    Eight
    
    
    TotalBalance as of September 30, 2003
    
    $
    3,522
    
    
    $
    185,180
    
    
    $
    100
    
    
    $
    
    
    
    $
    
    
    
    $
    3,201
    
    
    $
    28,695
    
    
    $
    9,614
    
    
    $
    230,312Acquired during the period
    
    
    
    
    
    
    
    
    
    
    2,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,250Balance as of September 30, 2004
    
    
    3,522
    
    
    
    185,180
    
    
    
    2,350
    
    
    
    
    
    
    
    
    
    
    
    3,201
    
    
    
    28,695
    
    
    
    9,614
    
    
    
    232,562Acquired during the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    184
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    184Foreign currency translation
    
    
    151
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    151Impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (454
    )
    
    
    
    
    
    
    (454
    )Balance as of September 30, 2005
    
    $
    3,673
    
    
    $
    185,180
    
    
    $
    2,350
    
    
    $
    184
    
    
    $
    
    
    
    $
    3,201
    
    
    $
    28,241
    
    
    $
    9,614
    
    
    $
    232,443
   (6) Gain on Sale of Non-Operating Assets
  (7) Property-Related Gains (Losses), Net
     45




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##### Table of Contents



Years Ended September 30,2005
    
    
    2004
    
    
    2003Net gains on sale of property
    
    $
    60,228
    
    
    $
    9,860
    
    
    $
    Impairment charges for property, equipment and leasehold improvements
    
    
    (2,434
    )
    
    
    (1,612
    )
    
    
    (3,959
    )Impairment charges for intangible assets
    
    
    (4,224
    )
    
    
    (594
    )
    
    
    (3,601
    )Total property related gains (losses), net
    
    $
    53,570
    
    
    $
    7,654
    
    
    $
    (7,560
    )
    (8) Investment in and Advances to Partnerships and Joint Ventures
  Investment
    
    
    Advances(Accumulated Losses)
    
    
    to Partnershipsin Partnerships and
    
    
    and JointJoint Ventures
    
    
    Ventures2005
    
    
    2004
    
    
    2005
    
    
    2004Commerce Street Joint Venture
    
    $
    (149
    )
    
    $
    (347
    )
    
    $
    149
    
    
    $
    347Larimer Square Parking Associates
    
    
    1,126
    
    
    
    1,129
    
    
    
    788
    
    
    
    866Lodo Parking Garage, LLC
    
    
    1,055
    
    
    
    1,079
    
    
    
    
    
    
    
    CPS Mexico, Inc.
    
    
    325
    
    
    
    2,761
    
    
    
    
    
    
    
    2,495Other
    
    
    2,086
    
    
    
    3,202
    
    
    
    
    
    
    
    $
    4,443
    
    
    $
    7,824
    
    
    $
    937
    
    
    $
    3,708
 46




---



##### Table of Contents



Equity in Partnership and
    
    
    Joint VentureJoint Venture Earnings (Losses)
    
    
    Debt2005
    
    
    2004
    
    
    2003
    
    
    2005
    
    
    2004Commerce Street Joint Venture
    
    $
    739
    
    
    $
    606
    
    
    $
    484
    
    
    $
    4,793
    
    
    $
    5,350Larimer Square Parking Associates
    
    
    389
    
    
    
    312
    
    
    
    287
    
    
    
    831
    
    
    
    1,745Lodo Parking Garage, LLC
    
    
    158
    
    
    
    94
    
    
    
    88
    
    
    
    
    
    
    
    CPS Mexico, Inc.
    
    
    (1,499
    )
    
    
    (4,036
    )
    
    
    1,424
    
    
    
    17,470
    
    
    
    17,850Other
    
    
    (261
    )
    
    
    40
    
    
    
    (71
    )
    
    
    
    
    
    
    $
    (474
    )
    
    $
    (2,984
    )
    
    $
    2,212
    
    
    $
    23,094
    
    
    $
    24,945
 (a) Commerce Street Joint Venture
    (b) Larimer Square Parking Associates
  (c) Lodo Parking Garage, LLC
  (d) CPS Mexico, Inc.
  47




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##### Table of Contents



(9) Long-Term Debt and Capital Lease Obligations
  As of September 30,2005
    
    
    2004Credit FacilityTerm note payable
    
    $
    74,437
    
    
    $
    157,675Revolving credit facility
    
    
    7,062
    
    
    
    Other notes payable
    
    
    15,539
    
    
    
    47,740Capital lease obligations
    
    
    2,938
    
    
    
    640Total
    
    
    99,976
    
    
    
    206,055Less: current maturities of long-term obligations
    
    
    (1,764
    )
    
    
    (46,867
    )Total long-term obligations
    
    $
    98,212
    
    
    $
    159,188
       48




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##### Table of Contents



Year EndingSeptember 30,2006
    
    $
    1,7642007
    
    
    4,5242008
    
    
    38,6962009
    
    
    36,5752010
    
    
    18,279Thereafter
    
    
    138$
    99,976
 (10) Subordinated Convertible Debentures
  Consolidation of Variable Interest Entities Consolidation of Variable Interest Entities
   49




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##### Table of Contents



(11) Shareholders Equity
  Year Ended
    
    
    
    
    
    
    
    
    
    
    Year Ended
    
    
    
    
    
    
    
    
    
    
    Year EndedSeptember 30, 2005
    
    
    September 30, 2004
    
    
    September 30, 2003Income
    
    
    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 (loss) from continuing
operations per share
    
    $
    33,816
    
    
    
    36,626
    
    
    $
    0.92
    
    
    $
    18,402
    
    
    
    36,346
    
    
    $
    0.51
    
    
    $
    (10,152
    )
    
    
    36,034
    
    
    $
    (0.28
    )Effects of dilutive stock and options:Stock option plan and warrants
    
    
    
    
    
    
    136
    
    
    
    
    
    
    
    
    
    
    
    209
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted earnings (loss) from continuing
operations per share
    
    $
    33,816
    
    
    
    36,762
    
    
    $
    0.92
    
    
    $
    18,402
    
    
    
    36,555
    
    
    $
    0.51
    
    
    $
    (10,152
    )
    
    
    36,034
    
    
    $
    (0.28
    )
  (12) Operating Lease Commitments
   Year Ending
    
    Fixed
    
    
    Sub-rental
    
    
    NetSeptember 30,
    
    Rent
    
    
    Income
    
    
    Rent2006
    
    $
    182,833
    
    
    $
    1,951
    
    
    $
    180,8822007
    
    
    154,306
    
    
    
    1,894
    
    
    
    152,4122008
    
    
    116,744
    
    
    
    1,371
    
    
    
    115,3732009
    
    
    90,992
    
    
    
    1,196
    
    
    
    89,7962010
    
    
    74,821
    
    
    
    1,221
    
    
    
    73,600Thereafter
    
    
    422,129
    
    
    
    20,148
    
    
    
    401,981Total future operating lease commitments
    
    $
    1,041,825
    
    
    $
    27,781
    
    
    $
    1,014,044
  Year Ended September 30,2005
    
    
    2004
    
    
    2003Rentals:Minimum
    
    $
    244,776
    
    
    $
    254,378
    
    
    $
    262,189Contingent
    
    
    60,359
    
    
    
    66,104
    
    
    
    65,085Total rent expense
    
    
    305,135
    
    
    
    320,482
    
    
    
    327,274Less sub-lease income
    
    
    (16,305
    )
    
    
    (16,570
    )
    
    
    (15,961
    )Total rent expense, net
    
    $
    288,830
    
    
    $
    303,912
    
    
    $
    311,313
 50




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##### Table of Contents



(13) Income Taxes
  Year Ended September 30,2005
    
    
    2004
    
    
    2003Current:Federal
    
    $
    30,328
    
    
    $
    7,082
    
    
    $
    6,093Jobs credit, net of federal tax benefit
    
    
    (961
    )
    
    
    (305
    )
    
    
    (727
    )Net federal current tax expense
    
    
    29,367
    
    
    
    6,777
    
    
    
    5,366State
    
    
    2,772
    
    
    
    1,681
    
    
    
    1,395Non-U.S
    
    
    (82
)
    
    
    2,728
    
    
    
    (1,710
    )Total current tax expense
    
    
    32,057
    
    
    
    11,186
    
    
    
    5,051Deferred:Federal
    
    
    (5,414
    )
    
    
    2,202
    
    
    
    (11,696
    )State
    
    
    804
    
    
    
    388
    
    
    
    (2,057
    )Non-U.S.
    
    
    522
    
    
    
    
    
    
    
    1,799Total deferred tax (benefit) expense
    
    
    (4,088
    )
    
    
    2,590
    
    
    
    (11,954
    )Total income tax expense (benefit)
from continuing operations
    
    $
    27,969
    
    
    $
    13,776
    
    
    $
    (6,903
    )
  Year Ended September 30,2005
    
    
    2004
    
    
    2003Income tax expense (benefit) from continuing operations
    
    $
    27,969
    
    
    $
    13,776
    
    
    $
    (6,903
    )Income tax (benefit) expense from discontinued operations
    
    
    (4,236
    )
    
    
    (1,056
    )
    
    
    3,824Shareholders equity for unrealized gain on fair value of
derivatives for financial reporting purposes
    
    
    (507
    )
    
    
    721
    
    
    
    1,106Shareholders
equity for compensation expense for tax purposes different from amounts recognized for financial reporting purposes
    
    
    
    
    
    
    (205
    )
    
    
    105Total comprehensive income tax expense (benefit)
    
    $
    23,226
    
    
    $
    13,236
    
    
    $
    (1,868
    )
    Year Ended September 30,2005
    
    
    2004
    
    
    2003U.S. Federal statutory rate on (loss) earnings from
continuing operations before income taxes
    
    $
    21,621
    
    
    
    35.0
    %
    
    $
    11,263
    
    
    
    35.0
    %
    
    $
    (5,969
    )
    
    
    35.0
    %State and
city income taxes, including changes in valuation allowance net of federal tax effect
    
    
    2,324
    
    
    
    3.8
    
    
    
    1,345
    
    
    
    4.2
    
    
    
    (430
    )
    
    
    2.5Jobs credits
    
    
    (961
    )
    
    
    (1.5
    )
    
    
    (305
    )
    
    
    (0.9
    )
    
    
    (727
    )
    
    
    4.3Foreign
versus US rate difference, including changes in valuation allowance
    
    
    3,559
    
    
    
    5.9
    
    
    
    (181
    )
    
    
    (0.6
    )
    
    
    508
    
    
    
    (3.0
    )Equity in unconsolidated subsidiaries
    
    
    1,097
    
    
    
    1.7
    
    
    
    1,428
    
    
    
    4.4
    
    
    
    (480
    )
    
    
    2.8Other
    
    
    329
    
    
    
    0.4
    
    
    
    226
    
    
    
    0.7
    
    
    
    195
    
    
    
    (1.1
    )Income tax expense (benefit) from continuing operations
    
    $
    27,969
    
    
    
    45.3
    %
    
    $
    13,776
    
    
    
    42.8
    %
    
    $
    (6,903
    )
    
    
    40.5
    %
 51




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##### Table of Contents



September 30,2005
    
    
    2004Deferred tax assets:Intangible assets
    
    $
    5,662
    
    
    $
    8,649Accrued expenses
    
    
    13,323
    
    
    
    8,949Allowance for doubtful accounts
    
    
    143
    
    
    
    988Partnership interest
    
    
    262
    
    
    
    Deferred income
    
    
    9,339
    
    
    
    11,354Deferred compensation expense
    
    
    6,269
    
    
    
    2,000Net operating losses
    
    
    14,201
    
    
    
    10,514Tax credits
    
    
    528
    
    
    
    1,594Other
    
    
    213
    
    
    
    Total gross deferred tax assets
    
    
    49,940
    
    
    
    44,048Deferred tax liabilities:Property, equipment and leasehold improvements
    
    
    (35,548
    )
    
    
    (43,700
    )Timing differences in recognition of partnership earnings
    
    
    
    
    
    
    (409
    )Unrecognized gain on fair value of derivative instruments
    
    
    (1,202
    )
    
    
    (507
    )Deferred liability on discontinued foreign operations
    
    
    (712
    )
    
    
    Other
    
    
    
    
    
    
    (51
    )Total gross deferred tax liabilities
    
    
    (37,462
    )
    
    
    (44,667
    )Valuation allowance on deferred tax assets
    
    
    (12,094
    )
    
    
    (5,497
    )Net deferred tax assets (liabilities)
    
    $
    384
    
    
    $
    (6,116
    )
  (14) Employee Benefit Programs
 (a) Stock Plans
   52




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##### Table of Contents



Number
    
    
    Weighted Averageof Shares
    
    
    Exercise PriceOutstanding at September 30, 2002
    
    
    4,870,184
    
    
    $
    19.48Granted
    
    
    1,585,500
    
    
    $
    15.25Exercised
    
    
    (41,239
    )
    
    $
    15.29Canceled
    
    
    (1,405,799
    )
    
    $
    18.83Outstanding at September 30, 2003
    
    
    5,008,646
    
    
    $
    18.33Granted
    
    
    654,750
    
    
    $
    14.14Exercised
    
    
    (129,905
    )
    
    $
    14.01Canceled
    
    
    (825,584
    )
    
    $
    19.32Outstanding at September 30, 2004
    
    
    4,707,907
    
    
    $
    17.70Granted
    
    
    305,000
    
    
    $
    16.43Exercised
    
    
    (123,334
    )
    
    $
    11.33Canceled
    
    
    (436,367
    )
    
    $
    15.92Outstanding at September 30, 2005
    
    
    4,453,206
    
    
    $
    17.86
   Option Price Range Per Share$8.00-$13.99
    
    $14.11-$16.95
    
    $17.13-$18.80
    
    $18.99-$20.14
    
    $21.25-$51.06Options outstandingNumber of options
    
    
    1,053,536
    
    
    
    933,372
    
    
    
    1,032,138
    
    
    
    1,099,100
    
    
    
    335,185Weighted-average exercise price
    
    $
    12.94
    
    
    $
    14.66
    
    
    $
    18.68
    
    
    $
    19.95
    
    
    $
    32.85Weighted-average contractual lives
    
    7.28 years
    
    7.60 years
    
    6.60 years
    
    5.68 years
    
    2.61 yearsOptions exercisableNumber of options
    
    
    736,411
    
    
    
    933,372
    
    
    
    1,032,138
    
    
    
    1,099,100
    
    
    
    335,185Weighted-average exercise price
    
    $
    12.94
    
    
    $
    14.66
    
    
    $
    18.68
    
    
    $
    19.95
    
    
    $
    32.85
  Option Price Range Per Share$8.00-$12.73
    
    
    $13.28-$14.81
    
    
    $16.36-$18.80
    
    
    $18.99-$20.14
    
    
    $20.49-$51.06Options outstandingNumber of options
    
    
    1,010,411
    
    
    
    1,067,035
    
    
    
    1,078,176
    
    
    
    1,197,725
    
    
    
    354,560Weighted-average exercise price
    
    $
    12.44
    
    
    $
    14.19
    
    
    $
    18.71
    
    
    $
    19.94
    
    
    $
    32.61Weighted-average contractual lives
    
    8.34 years
    
    8.62 years
    
    7.34 years
    
    6.67 years
    
    3.68 yearsOptions exercisableNumber of options
    
    
    403,286
    
    
    
    291,785
    
    
    
    137,672
    
    
    
    959,475
    
    
    
    352,560Weighted-average exercise price
    
    $
    12.00
    
    
    
    14.44
    
    
    $
    18.50
    
    
    $
    19.91
    
    
    $
    32.66
  (b) Profit-Sharing and 401(k) Plan
  53




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##### Table of Contents



(c) Incentive Compensation Agreements
  (d) Deferred Compensation Agreements
    (e) Deferred
Stock Unit Plan
  (f) Restricted Stock Units
   (15) Related Parties
  54




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##### Table of Contents



(16) Contingencies
 In re: Central Parking Corporation Securities Litigation
  (17) Business Segments
   Year Ended September 30,2005
    
    
    2004
    
    
    2003Total revenues, excluding reimbursement of
management contract expenses:Domestic
    
    $
    641,695
    
    
    $
    649,463
    
    
    $
    647,534Foreign
    
    
    27,298
    
    
    
    48,087
    
    
    
    45,863Consolidated
    
    $
    668,993
    
    
    $
    697,550
    
    
    $
    693,397Operating earnings:Domestic
    
    $
    95,293
    
    
    $
    45,712
    
    
    $
    (4,715
    )Foreign
    
    
    (21,506
    )
    
    
    8,042
    
    
    
    3,385Consolidated
    
    $
    73,787
    
    
    $
    53,754
    
    
    $
    (1,330
    )
 55




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##### Table of Contents



Year Ended September 30,2005
    
    
    2004
    
    
    2003Earnings (loss) from continuing operations before
minority interest, and income taxesDomestic
    
    $
    86,150
    
    
    $
    30,927
    
    
    $
    (17,717
    )Foreign
    
    
    (23,034
    )
    
    
    4,250
    
    
    
    4,714Consolidated
    
    $
    63,116
    
    
    $
    35,177
    
    
    $
    (13,003
    )Identifiable assets:Domestic
    
    $
    821,631
    
    
    $
    879,003Foreign
    
    
    46,183
    
    
    
    50,625Consolidated
    
    $
    867,814
    
    
    $
    929,628
  Year Ended September 30,2005
    
    
    2004
    
    
    2003Revenues (a):Segment One
    
    $
    77,685
    
    
    $
    75,303
    
    
    $
    73,218Segment Two
    
    
    284,792
    
    
    
    296,878
    
    
    
    289,686Segment Three
    
    
    18,468
    
    
    
    17,909
    
    
    
    15,262Segment Four
    
    
    29,591
    
    
    
    35,039
    
    
    
    35,146Segment Five
    
    
    9,870
    
    
    
    10,052
    
    
    
    9,469Segment Six
    
    
    89,574
    
    
    
    96,222
    
    
    
    94,813Segment Seven
    
    
    63,045
    
    
    
    65,856
    
    
    
    75,834Segment Eight
    
    
    85,756
    
    
    
    87,883
    
    
    
    91,667Other
    
    
    10,212
    
    
    
    12,408
    
    
    
    8,302Total revenues
    
    $
    668,993
    
    
    $
    697,550
    
    
    $
    693,397Operating earnings (loss):Segment One
    
    $
    576
    
    
    $
    396
    
    
    $
    (4,269
    )Segment Two
    
    
    54,542
    
    
    
    11,401
    
    
    
    5,803Segment Three
    
    
    3,767
    
    
    
    3,446
    
    
    
    448Segment Four
    
    
    (8,751
    )
    
    
    5,001
    
    
    
    856Segment Five
    
    
    1,982
    
    
    
    1,921
    
    
    
    1,349Segment Six
    
    
    4,847
    
    
    
    7,381
    
    
    
    7,799Segment Seven
    
    
    814
    
    
    
    (704
    )
    
    
    (188
    )Segment Eight
    
    
    12,210
    
    
    
    11,218
    
    
    
    7,121Other
    
    
    3,800
    
    
    
    13,694
    
    
    
    (20,249
    )Total
operating earnings (loss)
    
    $
    73,787
    
    
    $
    53,754
    
    
    $
    (1,330
    )
 September 30,2005
    
    
    2004Identifiable assets:Segment One
    
    $
    10,404
    
    
    $
    11,449Segment Two
    
    
    321,310
    
    
    
    328,565Segment Three
    
    
    13,707
    
    
    
    12,257Segment Four
    
    
    43,406
    
    
    
    47,927Segment Five
    
    
    1,322
    
    
    
    134Segment Six
    
    
    23,423
    
    
    
    22,542Segment Seven
    
    
    36,571
    
    
    
    35,468Segment Eight
    
    
    35,709
    
    
    
    32,306Other
    
    
    381,962
    
    
    
    438,980Total assets
    
    $
    867,814
    
    
    $
    929,628
 56




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##### Table of Contents



(18) Subsequent Event
    57




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
  Item 9A. Controls and Procedures
 Overview
   (a) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
     (b) Managements Report on Internal Control Over Financial Reporting
  58




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##### Table of Contents



Internal ControlIntegrated Framework
  Inadequate company-level controls. Internal ControlIntegrated Framework
 
    
    Our control environment did not sufficiently promote
integrity and ethical values over financial reporting
throughout our management structure, and this material
weakness was a contributing factor in the development of
other material weaknesses described below;
    
    We had inadequate monitoring controls, including inadequate staffing
and procedures to ensure periodic evaluations of internal controls to
ensure that appropriate personnel regularly obtain evidence that
controls are functioning effectively and that identified control
deficiencies are remediated timely; and
    
    There was inadequate communication from management to employees
regarding the importance of controls and employees duties and control
responsibilities.
  Inadequate Expertise in U.S. Generally Accepted Accounting Principles.
 Inadequate segregation of duties.
 Inadequate financial statement preparation and review procedures.
 Inadequate reviews of account reconciliations, analyses and journal entries.
 Inadequate controls over authorization of purchase and disbursement transactions.
 
    
    Inadequate and ineffective policies over the authorization of purchases;
 59




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##### Table of Contents




    
    Ineffective invoice approval policies;
    
    Ineffective supervisory oversight and/or review of the addition or
removal of management contracts; and
    
    Inadequate period-end cut-off procedures in the procurement cycle.
  Inadequate controls over revenue recognition.
   (c) Changes in Internal Control Over Financial Reporting
    
    
    Hired senior management including financial reporting personnel.
    
    Changed the lines of reporting so that the accounting, internal audit, information
technology and human resources functions in the United Kingdom subsidiary report directly
to the corresponding department heads in the United States.
    
    Established new approval authorization control limits.
    
    Established new reconciliation procedures.
    
    Replaced accounting software used in the United Kingdom subsidiary with programs used
in the United States and U.S. management employees have direct access to this system.
  60




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
  Internal ControlIntegrated Framework
     . Inadequate company-level controls. Internal ControlIntegrated Framework
 
    
    The Companys control environment did not sufficiently promote
integrity and ethical values over financial reporting throughout the
Companys management structure, and this material weakness was a
contributing factor in the development of other material weaknesses
described below;
    
    Management had inadequate monitoring controls, including inadequate
staffing and procedures to ensure periodic evaluations of internal
controls to ensure that appropriate personnel regularly obtain
evidence that controls are functioning effectively and that identified
control deficiencies are remediated timely; and
    
    There was inadequate communication from management to
employees regarding the general importance of controls and
employees duties and control responsibilities.
  Inadequate Expertise in U.S. Generally Accepted Accounting Principles.
 61




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##### Table of Contents



Inadequate segregation of duties.
 Inadequate financial statement preparation and review procedures.
 Inadequate reviews of account reconciliations, analyses and journal entries.
 . Inadequate controls over authorization of purchase and disbursement transactions.
 
    
    Inadequate and ineffective policies over the authorization of purchases;
    
    Ineffective invoice approval policies;
    
    Ineffective supervisory oversight and/or review of the addition or
removal of management contracts; and
    
    Inadequate period-end cut-off procedures in the procurement cycle.
  Inadequate controls over revenue recognition.
   62




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##### Table of Contents



63




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##### Table of Contents



PART III
 
 Item 10. Directors and Executive Officers of the Registrant
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners, Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions
  
 Item 14.
Principal Accounting Fees and Services
  
 Item 15.
Exhibits and Financial Statement Schedules
 (a)
    
    (1) and (2) Financial Statements and Financial Statement Schedules
Financial statements and schedules of the Company and its subsidiaries required to be
included in Part II, Item 8, are listed in the Index to Consolidated Financial Statements.(b)
    
    (3) ExhibitsThe exhibits are listed in the Index to Exhibits which appears immediately following the signature page.
 64




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##### Table of Contents



CENTRAL PARKING CORPORATION and SUBSIDIARIES
 
 Schedule II  Valuation and Qualifying Accounts
  AdditionsBalance at
    
    
    Charged to
    
    
    Charged to
    
    
    
    
    
    
    Balance atBeginning of
    
    
    Costs and
    
    
    Other
    
    
    (Deductions)
    
    
    End ofDescription
    
    Period
    
    
    Expenses
    
    
    Accounts
    
    
    Recoveries
    
    
    PeriodAllowance for Doubtful AccountsYear ended September 30, 2003
    
    $
    561
    
    
    
    4,938
    
    
    
    
    
    
    
    (1,779
    )
    
    $
    3,720Year ended September 30, 2004
    
    
    3,720
    
    
    
    959
    
    
    
    
    
    
    
    (1,473
    )
    
    
    3,206Year ended September 30, 2005
    
    
    3,206
    
    
    
    8,854
    
    
    
    
    
    
    
    (1,792
    )
    
    
    10,268Deferred Tax Valuation AccountYear ended September 30, 2003
    
    $
    15,279
    
    
    
    2,167
    
    
    
    (11,949
    )
    
    
    
    
    
    $
    5,497Year ended September 30, 2004
    
    
    5,497
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,497Year ended September 30, 2005
    
    
    5,497
    
    
    
    6,597
    
    
    
    
    
    
    
    
    
    
    
    12,094
  CENTRAL PARKING CORPORATION and SUBSIDIARIES
 
 Schedule IV  Mortgage Loans on Real Estate
 Principal AmountFinal
    
    Periodic
    
    
    
    Face
    
    Carrying
    
    of Loans SubjectInterest
    
    Maturity
    
    Payment
    
    Prior
    
    Amount of
    
    Amount of
    
    to DelinquentDescription
    
    Rate
    
    Date
    
    Terms
    
    Liens
    
    Mortgage
    
    Mortgage
    
    Principal or InterestMortgage note
secured by parking
garages
    
    1-month LIBOR +
1.625%
    
    2/28/08
    
    Monthly interest
only with balance
of $12,681,698 due
at maturity
    
    None
    
    $
    12,681,698
    
    
    $12,681,698 at
September 30, 2005
    
    None
  65




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##### Table of Contents



Signatures
  CENTRAL PARKING CORPORATIONDate:
December 29, 2005
    
    By:
    
    /s/Jeff HeavrinJeff HeavrinSenior Vice President and Chief Financial Officer
  Signature
    
    Title
    
    Date/s/ Monroe J. Carell, Jr.
    
    Chairman, Director
    
    December 29, 2005Monroe J. Carell, Jr./s/ EMANUEL EADS

     Emanuel Eads
    
    President and Chief Executive Officer
    
    December 29, 2005/s/ Jeff Heavrin

     Jeff Heavrin
    
    Senior Vice President and
Chief Financial Officer (Principal
Financial Officer)
    
    December 29, 2005/s/ Cecil Conlee

     Cecil Conlee
    
    Director
    
    December 29, 2005/s/ Lewis Katz

     Lewis Katz
    
    Director
    
    December 29, 2005/s/ Edward G. Nelson

     Edward G. Nelson
    
    Director
    
    December 29, 2005/s/ Owen Shell, Jr.

     Owen Shell, Jr.
    
    Director
    
    December 29, 2005/s/ WILLIAM SMITH

     William Smith
    
    Director
    
    December 29, 2005/s/ RAY BAKER

     Ray Baker
    
    Director
    
    December 29, 2005/s/ KATHRYN BROWN

     Kathryn Brown
    
    Director
    
    December 29, 2005
 66




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##### 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).3.1
    

(a) Amended and Restated Charter of the Registrant (Incorporated by reference to Exhibit 4.1 to the Companys Registration Statement No.
333-23869 on Form S-3).(b) Articles of Amendment to the Charter of Central Parking Corporation increasing the authorized number of shares of common
stock, par value $0.01 per share, to one hundred million (Incorporated by reference to Exhibit 2 to the Companys 10-Q for
the quarter ended March 31, 1999).3.2
    
    Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 4.1 to the
Companys Registration Statement No. 333-23869 on Form S-3).4.1
    
    Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Companys
Registration Statement No. 33-95640 on Form S-1).4.2
    
    Registration Rights Agreement dated as of September 21, 1998 by and between the Registrant, Apollo
Real Estate Investment Fund II, L.P., AEW Partners, L.P. and Monroe J. Carell, Jr., The Monroe
Carell Jr. Foundation, Monroe Carell Jr. 1995 Grantor Retained Annuity Trust, Monroe Carell Jr.
1994 Grantor Retained Annuity Trust, The Carell Childrens Trust, The 1996 Carell
Grandchildrens Trust, The Carell Family Grandchildren 1990 Trust, The Kathryn Carell Brown
Foundation, The Edith Carell Johnson Foundation, The Julie Carell Stadler Foundation, 1997 Carell Elizabeth
Brown Trust, 1997 Ann Scott Johnson Trust, 1997 Julia Claire Stadler Trust, 1997 William Carell Johnson
Trust, 1997 David Nicholas Brown Trust and 1997 George Monroe Stadler Trust (Incorporated by reference to
Exhibit 4.4 to the Companys Registration Statement No. 333-66081 filed on October 21, 1998).4.3
    
    Amendment dated January 5, 1999 to the Registration Rights Agreement dated as of September 21, 1998, by and between the
Registrant, Apollo Real Estate Investment fund II, L.P., AEW Partners, L.P. and Monroe J. Carell, Jr., The Monroe
Carell Jr. Foundation, Monroe Carell Jr. 1995 Grantor Retained Annuity Trust, Monroe Carell Jr. 1994 Grantor Retained
Annuity Trust, The Carell Childrens Trust, The 1996 Carell Grandchildrens Trust, The Carell Family Grandchildren 1990
Trust, The Kathryn Carell Brown Foundation, The Edith Carell Johnson Foundation, The Julie Carell Stadler Foundation,
1997 Carell Elizabeth Brown Trust, 1997 Ann 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
4.4.1 to the Companys Registration Statement No. 333-66081 filed on October 21, 1998, as amended).4.4
    
    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
 67




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##### Table of Contents



ExhibitNumber
    
    DocumentDebentures due 2028 (Incorporated by reference to Exhibit 4.5 to the
Registrants Registration Statement No. 333-52497 on Form S-3).4.5
    
    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).4.6
    
    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).4.7
    
    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) Monroe J. Carell, Jr. Employment Agreement (Incorporated by reference to Exhibit 10.1(f) to the Companys Annual Report on
Form 10-K/A filed on December 17, 2004)(g) Monroe J. Carell, Jr. Revised Deferred Compensation Agreement, as amended (Incorporated by reference to Exhibit 10.1(g) to
the Companys Annual Report on Form 10-K/A filed on December 17, 2004)(h) 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.)(i) 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).(j) 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).(k) 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).(l) 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).
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ExhibitNumber
    
    Document(m) 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).(n) 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).(o) 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).(p) Amendment No. 1 effective June
1, 2005 to the 2003 Employment Agreement between the Company and Jeff
Heavrin. (filed herewith)(q) Form of Senior Executive Employment Agreement (Incorporated by reference to Exhibit 10.1(t) to
the Companys Annual Report on Form 10-K filed on December 24, 2003)10.2
    
    (a) 1995 Nonqualified Stock Option Plan for Directors (Incorporated by reference to Exhibit 10.3 to the Companys Registration
Statement No. 33-95640 on Form S-1).(b) Amendment to the 1995 Nonqualified Stock Option Plan for Directors increasing the number of shares reserved for issuance
under the plan to 475,000 (Incorporated by reference to Exhibit 10.2 to the Companys Annual Report on Form 10-K filed on
December 21, 2001).10.3
    
    Form of Option Agreement under Directors plan (Incorporated by reference to Exhibit 10.4 to the
Companys Registration Statement No. 33-95640 on Form S-1).10.4
    
    Form of Indemnification Agreement for Directors (Incorporated by reference to Exhibit 10.12 to the
Companys Registration Statement No. 33-95640 on Form S-1).10.5
    
    Indemnification Agreement for Monroe J. Carell, Jr. (Incorporated by reference to Exhibit 10.13 to the
Companys Registration Statement No. 33-95640 on Form S-1).10.6
    
    Form of Management Contract (Incorporated by reference to Exhibit 10.6 to the Companys Annual Report on Form
10-K filed on December 21, 2001).10.7
    
    Form of Lease (Incorporated by reference to Exhibit 10.7 to the Companys Annual Report on Form 10-K filed on
December 21, 2001).10.8
    
    1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.16 to the Companys
Registration Statement No. 33-95640 on Form S-1).10.9
    
    Exchange Agreement between the Company and Monroe J. Carell, Jr. (Incorporated by reference to Exhibit 10.18 to
the Companys Registration Statement No. 33-95640 on Form S-1).10.10
    
    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).10.11
    
    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).10.12
    
    Shareholders Agreement and Agreement Not to Compete by and among Central Parking Corporation, Monroe J. Carell,
Jr., Lewis Katz and Saul Schwartz dated as of February 12, 1998 (Incorporated by reference to Exhibit 10.23 of the
Companys Report on Form 10-K for the period ended September 30, 1999).10.13
    
    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).
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##### Table of Contents



ExhibitNumber
    
    Document10.14
    
    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).10.15
    
    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).10.16
    
    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).10.17
    
    Revolving Credit Note dated November 1, 2002, by Suntrust Bank and Central Parking Corporation.
(Incorporated by reference to Exhibit 10.1 on Form 10-Q filed on February 18, 2003).10.18
    
    Promissory Note dated January 8, 2003 by Bank of America, N.A. and Central Parking Corporation.
(Incorporated by reference to Exhibit 10.2 on Form 10-Q filed on February 18, 2003).10.19
    
    Credit Agreement dated February 28, 2003, among Central Parking Corporation, et. al and Bank of
America, N.A., et al. (Incorporated by reference to Exhibit 99.2 on Form 8-K filed on March 4, 2003)10.20
    
    Waiver Agreement dated May 14, 2003, by Bank of America, N.A. and Central Parking Corporation.
(Incorporated by reference to Exhibit 10.3 on Form 10-Q filed on May 15, 2003).10.21
    
    Employment Agreement dated March 3, 2003, by William J. Vareschi, Jr. and Central Parking Corporation. (Incorporated
by reference to Exhibit 10.4 on Form 10-Q filed on May 15, 2003).10.22
    
    First Amendment to Credit Agreement dated August 12, 2003, by Bank of America, N.A. and Central Parking Corporation.
(Incorporated by reference to Exhibit 10.3 on Form 10-Q filed on August 14, 2003).10.23
    
    Second Amendment to the Credit Facility dated June 4, 2004 by Bank of America, N.A. and Central Parking Corporation
(Incorporated by reference to Exhibit 10.1 on Form 10-Q filed on August 13, 2004)10.24
    
    Third Amendment to the Credit Facility dated January 25, 2005 by Bank of America, N.A. and Central Parking Corporation (Incorporated by
reference to Exhibit 10.1 on Form 10-Q filed on February 9, 2005).10.25
    
    Fourth Amendment to Credit Agreement dated August 11, 2005, among Central Parking Corporation, et. al and Bank of America, N.A., et. al.
(Incorporated by reference to Exhibit 10.1 on Form 8-K filed on August 12, 2005).10.26
    
    International Swap Dealers Association, Inc. Master Agreement dated as of June 9, 2003, by JP Morgan Chase Bank and Central
Parking Corporation. (Incorporated by reference to Exhibit 10.4 on Form 10-Q filed on August 14, 2003).10.27
    
    International Swap Dealers Association, Inc. Master Agreement dated as of May 23, 2003, by SunTrust Bank and Central Parking
Corporation. (Incorporated by reference to Exhibit 10.5 on Form 10-Q filed on August 14, 2003).10.28
    
    Waiver Agreement
dated October 12, 2005 by and between the Company and Central
Parking System, Inc., Allright Corporation, Kinney System Inc.,
CPS Finance, Inc. and Central Parking System of Tennessee,
 Inc., and certain subsidiaries of the Company and a group of
lenders having Bank of America, N.A. as their administrative agent
(the Lenders). (filed herewith)21
    
    Subsidiaries of the Registrant (filed herewith).23
    
    Consent of KPMG LLP (filed herewith).
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ExhibitNumber
    
    Document31.1
    
    Certification of Emanuel Eads pursuant to Rule 13a-14(a).31.2
    
    Certification of Jeff Heavrin pursuant to Rule 13a-14(a).32.1
    
    Certification of Emanuel Eads pursuant to Section 1350.32.2
    
    Certification of Jeff Heavrin pursuant to Section 1350.
 71