SP Plus

Company Profilefi

Standard Parking is a leading national provider of parking facility management 
services, providing on-site services at multi-level and surface parking facilities 
for all major markets of the parking industry. The Company manages parking 
facilities containing more than one million parking spaces in hundreds of cities 
across the United States and Canada.

The Company’s SP Plus® brand highlights the Company’s value-added
transportation, maintenance and security service lines that complement its core
parking operations. The Company also uses the SP Plus® brand to emphasize
the extensive subject matter expertise that the Company has developed to meet
the varied demands of its assorted end-markets. 

The Company’s diversifi ed client base includes some of the nation’s largest
private and public owners, managers and developers of major offi ce buildings,
residential properties, commercial properties, shopping centers and other retail
properties, sports and special event complexes, hotels, and hospitals and medical
centers. In the airport market, the Company manages parking, shuttle bus and
ground transportation operations serving airports throughout the United States
and Canada.

Indexed Stock Performance

Standard Parking
S&P 500 Index
S&P SmallCap 600 
Commercial & Professional Services

$450

$400

$350

$300

$250

$200

$150

$100

$50

12/04

12/05

12/06

12/07

12/08

12/09

  Selected Financials                                   In thousands except for per share

Revenue
  Lease contracts 
  Management contracts 

Reimbursed
management contract expense 

Total Revenue 

Gross Profi t

2009 

2008 

2007

$ 140,411 
153,382 

$ 154,311 
145,828 

$ 145,327   
119,612

293,793 

300,139 

264,939

401,671 

400,621 

356,782

695,464 

700,760 

621,721

78,759 

90,796 

85,663

General & administrative expense 

44,707 

47,619 

44,796

Operating income

Pre-tax income

28,224 

37,118 

35,532

$ 22,480 

$ 30,815 

$ 29,086

Net income attributable to
Standard Parking Corporation 

$ 14,092 

$ 19,045 

$ 17,373

Earnings per share

$ 0.90 

$ 1.07 

$ 0.90

Total assets

Total debt

$ 240,505 

$ 229,241 

$215,388

$ 113,211 

$ 125,064 

$ 80,363

$100

$90

$80

$70

$60

$50

$40

$30

$20

$10

$0

$50

$40

$30

$20

$10

$0$

2,500

2,000

1,500

1,000

500

0

Gross Profit
(in millions)

$90.8

$85 7
$85.7

$78.8

2009

2008

2007

Operating Income
(in millions)

$37 1
$37.1

$35.5

$28.2

2009

2008

2007

Locations
(cid:7)(cid:7)(cid:7)
(cid:2)(cid:3)(cid:4)(cid:5)(cid:3)(cid:6)(cid:7)(cid:7)(cid:7)(cid:7)(cid:7)(cid:7)(cid:7)(cid:8)(cid:4)(cid:9)(cid:4)(cid:10)(cid:3)(cid:6)

2,129

2,215

2,131

2009

2008

2007

 
 
To Our Shareholders:

We are pleased to present this report of our 2009 activity.  Our Company’s solid performance under 
the prevailing economic conditions refl ects well on the disciplined business model we’ve designed
with the goal of achieving steady, predictable growth.

Key 2009 highlights include:

fi

•  Adjusted EPS of $1.09, an increase of 14% over 2008 adjusted EPS
•  Free cash fl ow of $17.2 million
•  Profi t retention rate of 97%
•  Our strategic acquisition in the stadium and special event market of the assets
  of Gameday Management Group, U.S., including its Click and ParkSM and 
  Click and RideSM online transportation technology applications

Despite 2009’s challenging economic headwinds and the non-recurring “noise” that resulted from (i) 
the transfer of our former controlling shareholder’s shares in the company and their subsequent sale
in the secondary market, and (ii) the tentative settlements of two California wage and hour disputes, 
the company remains committed to executing and expanding a business model designed to succeed
during any economic period.

Throughout 2009, the Company continued to invest for the future with the continuing development
and recruitment of experienced and talented human resources to strengthen our SP Plus® Transportation,
SP Plus® Maintenance and SP Plus® Security Services product offerings, which augment the core
parking management services we offer through our fl agship Standard Parking service line.  These 
service lines complement one another to afford one stop outsourcing options to new and existing 
clients in our SP Plus® Airport Services, SP Plus® Healthcare Services, SP Plus® Hotel Services, SP Plus®
Municipal Services, SP Plus® Offi ce Services, SP Plus® Retail Services, SP Plus® Residential Services and 
SP Plus® University Services markets.

We continue to invest in technology as a key underpinning for future growth.  Our implementation 
of an automated workforce time, attendance and management system is complete.  Implementation
of a company-wide electronic procurement system is well underway, and we expect that the roll out
of the new monthly parker billing system we’ve introduced on a test basis will be expanded throughout
North America starting in the summer of 2010.  Collectively, these initiatives have resulted in
improved back offi ce processes capable of supporting a growing business while ultimately lowering 
our general and administrative expenses as a percentage of gross profi t.  So far, nearly $2 million in 
annual expense savings have been realized from these and other support area initiatives.

 
 
 
 
 
Our plans for future growth and expansion – well supported by our strong balance sheet and
strong free cash flows – remain relatively straight forward:

fl

1. Offer a superior line of outsourcing products, technologies and services that are attractive 

to commercial, institutional and municipal real estate managers.

2. Support the entrepreneurial efforts of our fi eld organization with a modern, sophisticated
fi
  process platform that maximizes profit margin.

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3. Acquire assets that we don’t develop organically to add to our strategic product and

support mix.

In the short term, we are preparing for 2010 to be just as challenging as 2009, as the worldwide 
economic slowdown continues without any clear indication of its direction.  We nevertheless believe 
that we are well positioned to handle this economic exposure and that our investments in expanded
product offerings will enable us to grow and seize new opportunities in 2010. 

As a public company, we adhere to accounting, internal control and reporting standards that are
more rigorous than those typically followed by our non-public competitors.  We are pleased to report
that in 2009, for the fifth consecutive year, we have determined that our internal controls over
fi
fi nancial reporting are effective and without material weaknesses.  Our independent auditor, Ernst &
Young, LLP, completed its evaluation and testing of our internal controls over fi nancial reporting and
issued an unqualified opinion.

fi

fi

fi

We welcome our new status as a fully independent public company, and look forward to managing
our business with the interests of all shareholders in mind.

Thank you again for your partnership with us.

Robert S Roath
Robert S. Roath
Non Executive Chairman of the Board

James A. Wilhelm
President and Chief Executive Officerfi

 
 
Stock Performance Graph

The performance graph below shows the cumulative total stockholder return of our common stock
for the period starting on December 31, 2004 to December 31, 2009.  This performance is compared 
with the cumulative total returns over the same period of the Standard & Poor’s 500 Index and the
Standard & Poor’s SmallCap 600 Commercial and Professional Services Index, which includes our 
direct competitor, ABM Industries Incorporated.  The graph assumes that on December 31, 2004, 
$100 was invested in our common stock and $100 was invested in each of the other two indices, 
and assumes reinvestment of dividends.  The stock performance shown in the graph represents past 
performance and should not be considered an indication of future performance.

Indexed Stock Performance

Standard Parking
S&P 500 Index
S&P SmallCap 600 
Commercial & Professional Services

$450

$400

$350

$300

$250

$200

$150

$100

$50

12/04

12/05

12/06

12/07

12/08

12/09

Indexed Returns
Years Ending

Company / Index 

12/31/04 

12/31/05 

12/31/06 

12/31/07     12/31/08   12/31/09

Standard Parking Corporation 
S&P 500 Index 
S&P SmallCap 600 
Commercial & Professional Services

$100.00 
$100.00 
$100.00 

$127.71 
$104.91 
$107.43 

$250.39 
$121.48 
$126.35 

$316.10    $252.15   $207.04
$80.74   $102.11
$128.16   
$91.95   $124.50
$118.28   

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

Form 10-K

¥

n

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
Or

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: 333-50437

Standard Parking Corporation

p
p

g
g

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

16-1171179
(I.R.S. Employer
Identification No.)

900 N. Michigan Avenue, Suite 1600, Chicago, Illinois 60611-1542
(Address of Principal Executive Offices, Including Zip Code)

(312) 274-2000
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Each Class)

THE NASDAQ STOCK MARKET LLC
(Name of Each Exchange on which Registered)
Securities registered pursuant to Section 12(g) of the Act:
NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes n

No ¥

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes n

No ¥

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ¥

No n

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every

Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes n

No n
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will

not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. n

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See

definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Non-accelerated filer n
Accelerated filer ¥
Large accelerated filer n
(Do not check if a smaller reporting company)

Smaller reporting company n

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes n
As of June 30, 2009, the aggregate market value of the voting and non-voting common equity held by nonaffiliates of the
registrant was approximately $248.8 million, based on the closing price of the common stock as reported on the NASDAQ Global
Select Market.

No ¥

As of March 1, 2010, there were 15,410,428 shares of common stock of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement to be delivered to shareholders in connection with the Annual

Meeting of Stockholders to be held on April 28, 2010, are incorporated by reference into Part III of this Form 10-K.

Table of Contents

PART I

Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART III

Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . . . . .
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 14.

Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Index to Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART IV

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15
23
24

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25
26
42
42
42

43
44
44
44
44

45
77
79

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-K and the information incorporated by reference herein includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, or the “Securities Act,” and Section 21E of the Securities
Exchange Act of 1934, as amended, or the “Exchange Act.” These statements relate to analyses and other information that are
based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future
prospects, developments and business strategies. The statements contained in this Form 10-K, including information we
incorporate by reference, that are not statements of historical fact may include forward-looking statements that involve a number
of risks and uncertainties.

We have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,”

“will” and similar terms and phrases, including references to assumptions in this Form 10-K, including information we
incorporate by reference, to identify forward-looking statements. These forward-looking statements are made based on our
management’s expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating
to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.
These uncertainties and factors could cause our actual results to differ materially from those matters expressed in or implied by
these forward-looking statements. The following factors are among those that may cause actual results to differ materially from
our forward-looking statements:

• the weak economy and recent turmoil in the credit markets and financial services industry, including their impact on our

results and our ability to give accurate guidance;

• changes in general economic and business conditions or demographic trends;

• the financial difficulties or bankruptcy of our major clients, including the impact on our ability to collect receivables;

• availability, terms and deployment of capital;

• the loss, or renewal on less favorable terms, of management contracts and leases;

• our ability to renew our insurance policies on acceptable terms, the extent to which our clients choose to obtain insurance

coverage through us and our ability to successfully manage self-insured losses;

• adverse litigation judgments or settlements resulting from legal or other proceedings in which we may be involved;

• seasonal trends, particularly in the first quarter of each year;

• the impact of public and private regulations;

• our ability to form and maintain relationships with large real estate owners, managers and developers;

• integration of future acquisitions in light of challenges in retaining key employees, synchronizing business processes,

efficiently integrating facilities, marketing and operations, deriving the expected acquisition synergies or budgeting the
actual costs or benefits of acquisitions;

• the ability to obtain performance bonds on acceptable terms to guarantee our performance under certain contracts;

• extraordinary events affecting parking at facilities that we manage, including emergency safety measures, military or

terrorist attacks and natural disasters;

• changes in federal and state regulations including those affecting airports, parking lots at airports or automobile use;

• the loss of key employees;

• development of new, competitive parking-related services; and

• the other factors discussed under Item 1A, “Risk Factors,” and Item 7 “Management’s Discussion and Analysis of

Financial Condition and Results of Operations,” and elsewhere in this Form 10-K.

All of our forward-looking statements should be considered in light of these factors. All of our forward-looking statements

speak only as of the date they were made, and we undertake no obligation to update our forward-looking statements or risk
factors to reflect new information, future events or otherwise, except as may be required under applicable securities laws and
regulations.

3

On December 4, 2007, our board of directors declared a 2-for-1 stock split in the form of a 100% common stock dividend
to stockholders of record as of the close of business on January 8, 2008, which was distributed on January 17, 2008. All share
and per share data included in this Form 10-K have been adjusted to reflect this stock split.

NOTE

4

ITEM 1. BUSINESS

Our Company

PART I

We are one of the largest and most diversified providers of outsourced parking facility management services in the
United States and Canada. Our services include a comprehensive set of on-site parking management and ground transportation
services, which consist of training, scheduling and supervising all service personnel as well as providing customer service,
marketing, maintenance and accounting and revenue control functions necessary to facilitate the operation of our clients’
parking facilities. We also provide a range of ancillary services such as airport shuttle operations, taxi and livery dispatch
services and municipal meter revenue collection and enforcement services. We strive to be the #1 or #2 provider in each of the
core markets in which we operate. As a given geographic market achieves a threshold operational size, we typically will
establish a local office in order to promote increased operating efficiency. We rely on both organic growth and acquisitions to
increase our client base and leverage our fixed corporate and administrative costs within each major metropolitan area. Our
clients choose to outsource with us in order to attract, service and retain customers, gain access to the breadth and depth of our
service and process expertise, leverage our significant technology capabilities and enhance their parking facility revenue,
profitability and cash flow. As of December 31, 2009, we managed approximately 2,100 parking facility locations containing
over one million parking spaces in approximately 335 cities, operated 145 parking-related service centers serving 63 airports,
operated a fleet of approximately 405 shuttle buses and employed a professional staff of approximately 12,000 people.

We have provided parking services since 1929. Our history and resulting experience have allowed us to develop and
standardize a rigorous system of processes and controls that enable us to deliver consistent, transparent, value-added and high
quality parking facility management services. We serve a variety of industries and have end-market specific specialization in
airports, healthcare facilities, hotels, municipalities and government facilities, commercial real estate, residential communities,
retail and colleges and universities. We recently began to market and offer our end-market specific services under our new SP
Plus» brand. The professionals dedicated to each of our SP Plus» markets and service lines possess subject matter expertise that
enables them to meet the specific demands of their clients. Additionally, we complement our core services and help to
differentiate our clients’ parking facilities by offering to their customers Ambiance in Parking», an approach to parking facility
management that includes a comprehensive package of amenity and customer service programs. These programs not only make
the parking experience more enjoyable, but also convey a sense of the client’s sensitivity to and appreciation for the needs of its
parking customers. In doing so, we believe the programs serve to enhance the value of the parking properties themselves.

We have also dedicated significant resources to human capital management, providing comprehensive training for our
employees, delivered primarily through the use of our web-based Standard UniversitySM learning management system, which
promotes customer service and client retention in addition to providing our employees with continued training and career
development opportunities. Our focus on customer service and satisfaction is a key driver of our high location retention rate,
which was approximately 89% for the year ended December 31, 2008 and 87% for the year ended December 31, 2009.

We operate our clients’ facilities through two types of arrangements: management contracts and leases. As of December 31,

2009, we operated approximately 90% of our locations under management contracts, and for the year ended December 31,
2009, we derived approximately 88% of our gross profit under management contracts. As of December 31, 2009, we operated
approximately 10% of our locations under leases, and for the year ended December 31, 2009, we derived approximately 12% of
our gross profit under leases.

• Under a management contract, we typically receive a base monthly fee for managing the facility, and we may also

receive an incentive fee based on the achievement of facility performance objectives. We also receive fees for ancillary
services. Typically, all of the underlying revenue and expenses under a standard management contract flow through to
our client rather than to us.

• Under a lease, we generally pay to the property owner either a fixed annual rent, a percentage of gross customer

collections, or a combination of both. Under a lease, we collect all revenue and are responsible for most operating
expenses, but typically we are not responsible for major maintenance, capital expenditures or real estate taxes.

Our focus on recurring, predominantly fixed-fee management contracts provides us with a measure of insulation from
broader economic cycles and enhance our visibility and relative predictability because our management contract revenue does
not fluctuate materially in relation to variations in parking volumes. Additionally, we are positioned to benefit from improving
macroeconomic conditions and increased parking volumes through our exposure to lease contracts. We believe our revenue
model and contract structure mix provides a competitive advantage when compared with competitors in our industry.

Our revenue is derived from a broad and diverse group of clients, industry end-markets and geographies. Our clients
include some of the nation’s largest private and public owners, managers and developers of major office buildings, residential
properties, commercial properties, shopping centers and other retail properties, sports and special event complexes, hotels, and

5

hospitals and medical centers. No single client accounted for more than 6.4% of our revenue or more than 5.7% of our gross
profit for the year ended December 31, 2009. Additionally, we have built a diverse geographic footprint that as of December 31,
2009 included operations in 41 states and the District of Columbia, and municipalities, including New York, Los Angeles,
Chicago, Boston, Washington D.C. and Houston, among others, and four Canadian provinces. Our strategy is focused on
building scale and leadership positions in large, strategic markets in order to leverage the advantages of scale across a larger
number of parking locations in a single market. We strive to be the #1 or #2 provider in each of the core markets in which we
operate.

One of the key differentiators in our industry is the effective use of technology, which is of increasing importance to our

clients. Our commitment to the application of technology in the parking facility management industry has resulted in the
creation of a proprietary product, Client ViewTM, which is an on-demand system that enables our clients, at their convenience, to
directly access and download their monthly financial statements and detailed back-up reports. Additionally, we believe we are a
leader in the field of introducing automation and technology as part of our parking facility operations, having been among the
first to introduce airport credit card lanes, apply bar code decal technology and adopt various electronic payment options such
as electronic fund transfer (EFT) payments and pay-on-foot machine (ATM) technology. We believe that automation and
technology can enhance customer convenience, improve cash management and increase overall profitability for our clients, as
well as allow us to add new locations and expand our operations into new markets more effectively.

Industry Overview

Overview

The parking industry is large and fragmented and includes companies that provide temporary parking spaces for vehicles

on an hourly, daily, weekly, or monthly basis along with providing various ancillary services. A substantial number of
companies in the industry offer parking services as a non-core operation in connection with property management or ownership,
and the vast majority of companies in the industry are small, private and operate a single parking facility. As such, the industry
remains highly fragmented with the top three operators, including Standard Parking, having less than a 30% market share. The
industry experiences consolidation from time to time, as smaller operators find that they lack the financial resources, economies
of scale and management techniques required to compete with larger national providers. We expect this trend to continue and
will provide larger parking management companies with opportunities to expand their businesses and acquire smaller operators.

Industry Operating Arrangements

Parking facilities operate under three general types of arrangements:

• management contracts;

• leases; and

• ownership.

The general terms and benefits of these three types of arrangements are as follows:

Management Contracts. Under a management contract, the facility operator generally receives a base monthly fee for
managing the facility and may receive an incentive fee based on the achievement of facility performance objectives. Facility
operators also generally charge fees for various ancillary services such as accounting, equipment leasing and consulting. Primary
responsibilities under a management contract include hiring, training and staffing parking personnel, and providing revenue
collection, accounting, record-keeping, insurance and facility marketing services. Under a typical management contract, the
facility operator is not responsible for structural or mechanical repairs, or for providing security or guard services. The facility
owner usually is responsible for operating expenses associated with the facility’s operation, such as taxes, license and permit
fees, insurance costs, payroll and accounts receivable processing and wages of personnel assigned to the facility, although some
management contracts, typically referred to as “reverse” management contracts, require the facility operator to pay certain of
these cost categories but provide for payment to the operator of a larger management fee. Under a management contract, the
facility owner usually is responsible for non- routine maintenance, repair costs and capital improvements. Management contracts
are typically for a term of one to three years (although the contracts may often be terminated, without cause, on 30 days’ notice
or less) and may contain a renewal clause. As of December 31, 2009, we operated approximately 90% of our locations under
management contracts, and for the year ended December 31, 2009, we derived approximately 88% of our gross profit under
management contracts.

Leases. Under a lease, the parking facility operator generally pays to the property owner either a fixed base rent,

percentage rent that is tied to the facility’s financial performance, or a combination of both. The parking facility operator
collects all revenue and is responsible for most operating expenses, but typically is not responsible for major maintenance,
capital expenditures or real estate taxes. In contrast to management contracts, leases typically are for terms of three to ten years,

6

often contain a renewal term, and provide for a fixed payment to the facility owner regardless of the facility’s operating
earnings. However, many of these leases may be cancelled by the client for various reasons, including development of the real
estate for other uses. Some leases may be cancelled by the client on as little as 30 days’ notice without cause. Leased facilities
generally require a longer commitment and a larger capital investment by the parking facility operator than do managed
facilities. As of December 31, 2009, we operated approximately 10% of our locations under leases, and for the year ended
December 31, 2009, we derived approximately 12% of our gross profit under leases.

Ownership. Ownership of parking facilities, either independently or through joint ventures, entails greater potential risks
and rewards than either managed or leased facilities. All owned facility revenue flows directly to the owner, and the owner has
the potential to realize benefits of appreciation in the value of the underlying real estate. Ownership of parking facilities usually
requires large capital investments, and the owner is responsible for all obligations related to the property, including all structural,
mechanical and electrical maintenance and repairs and property taxes. We do not own any parking facilities.

Industry Growth Dynamics

A number of industry trends should facilitate growth for larger outsourced commercial parking facility management

providers, including the following:

Opportunities From Large Property Managers, Owners and Developers. As a result of past industry consolidation, there

is a significant number of national property managers, owners and developers that own or manage multiple locations.
Sophisticated property owners consider parking a profit center that experienced parking facility management companies can
maximize. This dynamic favors larger parking facility operators that can provide specialized, value-added professional services
with nationwide coverage.

Outsourcing of Parking Management and Related Services. Growth in the parking management industry has resulted from
a trend by parking facility owners to outsource the management of their parking and related operations to independent operators.
We believe that entities such as large property managers, owners and developers, as well as cities, municipal authorities,
hospitals and universities, in an effort to focus on their core competencies, reduce operating budgets and increase efficiency and
profitability, will continue and perhaps increase the practice of retaining parking management companies to operate facilities
and provide related services, including shuttle bus operations, municipal meter collection and valet parking.

Vendor Consolidation. Based on interactions with our clients, we believe that many parking facility owners and managers

are evaluating the benefits of reducing the number of parking facility management relationships they maintain. We believe this
is a function of the need to reduce costs associated with interacting with a large number of third-party suppliers coupled with
the need to foster closer inter-company relationships. By limiting the number of outsourcing vendors, companies will benefit
from suppliers who will invest the time and effort to understand every facet of the client’s business and industry and who can
effectively manage and handle all aspects of their daily requirements. We believe a trend towards vendor consolidation can
benefit a company like ours, given our national footprint and scale, extensive experience, broad process capabilities and a
demonstrated ability to create value for our clients.

Industry Consolidation. The parking management industry is highly fragmented, with hundreds of small regional or local

operators. We believe national parking facility operators have a competitive advantage over local and regional operators by
reason of their:

• broad product and service offerings;

• deeper and more experienced management;

• relationships with large, national property managers, developers and owners;

• efficient cost structure due to economies of scale; and

• financial resources to invest in infrastructure and information systems.

Our Competitive Strengths

We believe we have the following key competitive strengths:

Leading Market Position with a Unique Value Proposition. We are one of the largest and most diversified providers of
outsourced parking facility management services in the United States and Canada. We strive to be the #1 or #2 provider in each
of the core markets in which we operate. We recently began to market and offer many of our services under our new SP Plus»
brand, which reflects our ability to provide customized solutions and meet the varied demands of our diverse end-markets and
supplement them with Ambiance in Parking», a comprehensive package of amenity and customer service programs. We believe
our ability to offer a comprehensive range of services on a national basis is a significant competitive advantage and allows our

7

clients to attract, service and retain customers, gain access to the breadth and depth of our service and process expertise,
leverage our significant technology capabilities and enhance their parking facility revenue, profitability and cash flow.

Our Scale and Diversification. As of December 31, 2009, we managed approximately 2,100 parking facility locations
containing over one million parking spaces in approximately 335 cities, operated 145 parking-related service centers serving 63
airports, operated a fleet of approximately 405 shuttle buses and employed a professional staff of approximately 12,000 people.
We benefit from diversification across our client base, industry end-markets and geographic locations.

• Client Base. Our clients include some of the nation’s largest private and public owners, managers and developers of

major office buildings, residential properties, commercial properties, shopping centers and other retail properties, sports
and special event complexes, hotels, and hospitals and medical centers. No single client accounted for more than 6.4% of
our revenue or more than 5.7% of our gross profit for the year ended December 31, 2009.

• Industry End-Markets. We believe that our industry end-market diversification allows us to minimize our exposure to

industry-specific seasonality and volatility. We believe that the breadth of end-markets we serve and the depth of services
we offer to those end-markets provide us with a broader base of customers that we can target.

• Geographic Locations. We have a diverse geographic footprint that included operations in 41 states and the District of
Columbia and four Canadian provinces as of December 31, 2009. We strive to be the #1 or #2 provider in each of the
core markets in which we operate, and our strategy is focused on building size and leadership positions in large, strategic
markets in order to leverage the advantages of scale across a larger number of parking locations in a single market.

Additionally, our scale has enabled us to significantly enhance our operating efficiency over the past several years by

standardizing processes and managing overhead costs.

Stable Client Relationships. We have a track record of providing our clients and parking customers with a consistent,
value-added and high quality parking facility management experience, as reflected by our high location retention rate, which
was approximately 89% for the year ended December 31, 2008 and 87% for the year ended December 31, 2009. These statistics
include the impact of our decision to exit from unprofitable contracts. As our clients continue to outsource the management of
their parking operations and look to consolidate the number of their outsourcing providers, we believe this trend can benefit
companies like ours, which has a national footprint and scale, extensive experience, broad process capabilities, and a
demonstrated ability to create value for our clients.

Established Platform for Future Growth. We have invested resources and developed a national infrastructure and

technology platform which is complemented by significant management expertise that allows us to scale our business for future
growth effectively and efficiently. We have the ability to transition into a new location very quickly, from the simplest to the
most complex operation, and have experience working with incumbent facility managers to effect smooth and efficient takeovers
and integrate new locations seamlessly into our operations.

Visible and Predictable Business Model. We believe that our business model provides us with a measure of insulation

from broader economic cycles because approximately 88% of our gross profit for the year ended December 31, 2009 was
generated from fixed-fee and reverse management fee management contracts that for the most part are not dependent upon the
level of utilization of those parking facilities. Additionally, because we do not own any parking facilities, we have few of the
risks of real estate ownership. We benefit further from visibility provided by a recurring revenue model reinforced by contract
retention rates that have approximated 90% over the past five years.

Highly Capital Efficient Business with Attractive Cash Flow Characteristics. Our business generates attractive cash flow
due to negative working capital dynamics and our low capital expenditure requirements. For the fiscal year December 31, 2008,
we generated approximately $29.3 million of cash flow from operating activities, and our capital expenditures for the purpose of
leasehold improvements and equipment were $6.3 million. For the fiscal year ended December 31, 2009, we generated
approximately $21.8 million of cash flow from operating activities, and during the same period our capital expenditures for the
purpose of leasehold improvements and equipment were $3.5 million.

Focus on Operational Excellence and Human Capital Management. The company’s culture and training programs place a
continuing focus on excellence in the execution of all aspects of day-to-day parking facility operation. This focus is reflected in
our ability to deliver to our clients a professional, high-quality product through well-trained, service-oriented personnel, which
we believe differentiates us from our competitors. To support our focus on operational excellence, we manage our human capital
through a comprehensive, structured program that evaluates the competencies and performance of all of our key operations and
administrative support personnel on an annual basis. Based on those evaluations, we create detailed developmental plans
designed to provide our personnel with the skills and tools needed to perform their current duties effectively and to prepare
themselves for future growth and advancement. We have also dedicated significant resources to human capital management,
providing comprehensive training for our employees, delivered primarily through the use of our web-based Standard

8

UniversitySM learning management system, which promotes customer service and client retention in addition to providing our
employees with continued training and career development opportunities.

Experienced Management Team. Our current senior management team has a proven track record of growing our existing

business organically and consistently integrating acquisitions. The team combines over 190 years of industry experience,
including an average of approximately 20 years with us or with our acquired companies.

Our Growth Strategy

Building on these competitive strengths, we believe we are well-positioned to execute on the following growth strategies:

Grow Our Portfolio of Contracts in Existing Geographic Markets. Our strategy is to capitalize on economies of scale and

operating efficiencies by expanding our contract portfolio in our existing geographic markets, especially in our core markets.
We market our services in each of our existing geographic markets with the goal of becoming the #1 or #2 provider in that
market. As a given geographic market achieves a threshold operational size, we typically will establish a local office in order to
promote increased operating efficiency by enabling local managers to use a common staff for recruiting, training and human
resources support. This concentration of operating locations allows for increased operating efficiency and superior levels of
customer service and retention through the accessibility of local managers and support resources. We rely on both organic
growth and acquisitions to increase our client base and leverage our fixed corporate and administrative costs within each major
metropolitan area.

Increase Penetration in Our Current Vertical End-Markets. We believe that a significant opportunity exists for us to
expand our presence into certain industry end-markets, such as colleges and universities, hospitals and medical centers as well
as municipalities. In order to effectively target these new markets, we have implemented a go-to-market strategy of aligning our
business by vertical end-markets and branding our domain expertise through our SP Plus» market designations to highlight the
specialized expertise and services that we provide to meet the needs of each particular industry and customer. This combination,
in turn, allows us to deliver high quality and consistent services for our clients, enhances customer loyalty and allows us to
further leverage our service capabilities, technology platform and regional and market-based management structure.

Expand and Cross-Sell Additional Services to Drive Incremental Revenue. We believe we have significant opportunities to

strengthen our relationships with existing clients and to attract new clients by continuing to cross-sell value-added services that
complement our core parking operations. These services include shuttle bus operations, taxi and livery dispatch services,
concierge-type ground transportation, on-street parking meter collection and facility maintenance services. We also are
evaluating new service opportunities, such as security services, that would leverage our core competency of managing large
networks of geographically dispersed employees. To better reflect these broader competencies, we developed our new SP Plus»
brand, which emphasizes our specialized market expertise and distinguish our service lines from the traditional parking services
we provide. Our SP Plus» brand includes market designations such as SP Plus» Airport Services, SP Plus» Healthcare Services,
SP Plus» Hotel Services, SP Plus » Municipal Services, SP Plus» Office Services, SP Plus» Residential Services, SP Plus»
Retail Services and SP Plus» University Services, which reflect the market-specific subject matter expertise that enables our
professionals to meet the varied demands of those environments. Because our capabilities range beyond parking facility
management, our SP Plus» Transportation and SP Plus» Maintenance brands more clearly distinguish those service lines from
the traditional parking services that we provide under our Standard Parking brand. By offering this wide assortment of ancillary
services, we are able to broaden the scope of our client relationships and thus increase our clients’ reliance and dependency on
our services, which in turn results in enhanced client retention rates and higher revenue and gross profit per location.

Expand Our Geographic Platform. We believe that opportunities exist to develop new geographic markets either through

new contract wins, acquisitions, alliances or partnerships. Clients who outsource the management of their parking operations
often have a presence in a variety of urban markets and seek to outsource the management of their parking facilities to a
national provider. We intend to leverage relationships with existing clients that have locations in multiple markets as one
potential entry point into developing new core markets. Additionally, we may continue to pursue acquisitions as a means of
gaining critical mass in a new market.

Achieve Incremental Revenue Through Parking Data. We expect to achieve incremental revenue through our participation

as one of the founding partners of Parking Data Ventures (PDV), a limited liability company that sells licenses to use a
database, compiled from more than 20 of the largest parking companies operating more than 10,000 parking facilities in North
America, that provides parking information to consumers via the Internet and mobile data devices. PDV offers what is believed
to be the largest, highest-quality database of proprietary parking facility information available throughout North America,
including a parking facility’s entry points, hours of operation, accepted forms of payment, normalized pricing schedule, height
restrictions and amenities provided. Real-time payment and reservation functionality may be enabled in the future. PDV is
actively licensing its parking database directly to Internet portals, navigation device providers and wireless carriers that are
seeking to enhance their local search and location-based service applications.

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Continued Focus on Management Contracts and Operational Efficiencies to Further Improve Profitability. We continue to

focus on the growth of lower-risk management contracts, which are inherently more predictable. We have invested substantial
resources in information technology and have identified a number of internal initiatives to consolidate various corporate
functions and improve our processes and service offerings. In addition, we will continue to evaluate and improve our human
capital management to ensure a consistent and high-level of service for our clients. These efficiency measures have improved
our cost structure and enhanced our financial strength, which we believe will continue to yield future benefits.

Pursue Opportunistic, Accretive Acquisitions. The outsourced parking management industry remains highly fragmented

and presents a significant opportunity for us. Given the scale in our operating platform, we have a demonstrated ability to
successfully identify, acquire and integrate accretive tuck-in acquisitions. For example, in July 2009, we acquired the assets of
Gameday Management Group, U.S., an Orlando-based company that plans the operation of transportation and parking systems
for major stadium and sporting events. Gameday has provided its transportation and traffic management services for high-profile
events, including Super Bowls XXX-XLIV, the Daytona 500 and the 2009 Presidential Inauguration, and will be providing its
services at the upcoming Vancouver Winter Olympic Games. This acquisition, which will be transitioned into our SP Plus»
brand, will enable us to provide our stadium and special event clients with transportation and parking planning expertise that
can meet their most complex needs. We also expect to leverage Gameday’s expertise into new parking and transportation
opportunities in the future. Among the assets acquired is Gameday’s Click and ParkSM online parking and traffic management
system, which enables parking customers to reserve and pay for parking online in advance of an event. The addition of this
capability to our product line is an example of how we are integrating technology into a changing parking industry. We will
continue to selectively pursue acquisition opportunities that help us acquire scale or enhance our service capabilities.

We also provide a range of ancillary services to satisfy client needs such as municipal meter collection and valet parking.

Services

As a professional parking management company, we provide a comprehensive, turn-key package of parking services to our
clients. Under a typical management contract structure, we are responsible for providing and supervising all personnel necessary
to facilitate daily parking operations including cashiers, porters, valet attendants, managers, bookkeepers, and a variety of
maintenance, marketing, customer service, and accounting and revenue control functions. By way of example, our typical
day-to-day operating duties, whether performed using our own personnel or subcontracted vendors, include:

• Collection and deposit of daily and monthly parking revenues from all parking customers.

• Daily housekeeping to maintain the facility in a clean and orderly manner.

• Restriping of the parking stalls as necessary.

• Routine maintenance of parking equipment (e.g., ticket dispensing machines, parking gate arms, fee computers).

• Marketing efforts designed to maximize gross parking revenues.

• Delivery of courteous and professional customer relations.

• Painting of walkways, curbs, ceilings, walls or other facility surfaces.

• Snow removal from sidewalks and driveways.

The scope of our management services typically also includes a number of functions that support the basic daily facility

operations, such as:

• Preparation of an annual operating budget reflecting our estimates of the annual gross parking revenues that the facility

will generate from its parking customers, as well as the costs and expenses to be incurred in connection with the
facility’s operation.

• Evaluation and analysis of, and consultation with our clients with respect to, price structures that will optimize our

client’s revenue objectives.

• Consultation with our clients regarding which of our customer amenities are appropriate and/or desirable for implemen-

tation at the client’s parking facility.

• Implementation of a wide range of operational and revenue control processes and procedures, including internal audit

procedures, designed to maximize and protect the facility’s parking revenues. Compliance with our mandated processes
and procedures is supervised by dedicated internal audit and contract compliance groups.

• Consultation with our clients regarding any recommended modifications in facility design or traffic flow, or the

installation of new or updated parking equipment, designed both to enhance the ease and convenience of the parking
experience for the parking customers and to maximize facility profitability.

10

• Monthly reporting to our clients regarding the facility’s operating results. For those clients who wish to directly access
their financial reporting information on-line, we offer the use of our proprietary Client ViewSM client reporting system,
which provides on-line access to site-level financial and operating information.

Ancillary Services

Beyond the conventional parking facility management services described above, we also offer an expanded range of

ancillary services. For example:

• At various airports throughout the United States, we provide shuttle bus vehicles and the drivers to operate them in

support of on-airport car rental operations as well as private off-airport parking locations.

• At certain airports, we provide ancillary ground transportation services, such as taxi and livery dispatch services, as well

as concierge-type ground transportation information and support services for arriving passengers.

• For municipalities, we provide basic shuttle bus services, on-street parking meter collection and other forms of parking

enforcement services.

• Within the medical center and hospital market, we provide valet parking and shuttle bus services.

Amenities and Customer Service Programs

We offer a comprehensive package of amenity and customer service programs, branded as Ambiance in Parking», that can
be provided to our customers, many at nominal or no cost to the client. These programs not only make the parking experience
more enjoyable, but also convey a sense of the client’s sensitivity to and appreciation of the needs of its parking customers. In
doing so, we believe the programs serve to enhance the value of the parking properties themselves.

Musical Theme Floor Reminder System. Our musical theme floor reminder system is designed to help customers
remember the garage level on which they parked. A different song is played on each floor of the parking garage. Each floor
also displays distinctive signage and graphics that correspond with the floor’s theme. For example, in one parking facility with
U.S. colleges as a theme, a different college logo is displayed, and that college’s specific fight song is heard, on each parking
level. Other parking facilities have themes such as famous recording artists, musical instruments, and professional sports teams.

Books-To-Go» CD Library. Monthly customers can borrow — free of charge — audio CD to which they can listen as they

drive to and from work. A wide selection of fiction, non-fiction and business titles is maintained in the facility office.

Films-To-Go» DVD Library. This amenity builds on the success of our popular Books-To-Go» program. DVDs of many

popular movie titles are stocked in the parking facility office and made available free of charge to monthly customers. The
movie selections are updated on a regular basis.

Little Parkers» Child-Friendly Facilities. This amenity creates a family atmosphere at the parking facility. Customers may
use baby changing stations installed in the public restrooms. Kids appreciate the distribution of free toys such as bubble bottles,
coloring books and stuffed animals.

Complimentary Driver Assistance Services. Parking facility attendants provide a wide range of complimentary services to
customers with car problems. Assistance can include charging weak batteries, inflating/changing tires, cleaning windshields and
refilling windshield washer fluid. Attendants also can help customers locate their vehicles and escort them to their cars.

Standard Equipment & Technology Upgrade Program» Services (SETUP»). Standard Parking provides clients with a
complete turnkey solution to managing all phases of new equipment projects, from initial design to installation to ongoing
maintenance. Our design team will suggest a complete solution intended to return to our clients the greatest value for their
investment based upon consideration of a wide array of choices as to both equipment (such as Pay-On-Foot, Automated Vehicle
Identification and Automated Credit/Debit Card machine technology) and services (procurement, project management, installa-
tion and maintenance).

Standard Road Assist» Emergency Services. Parking customers experiencing vehicle problems beyond weak batteries and
low tire pressure call our toll-free number to receive, on a pay-per-use basis, a basic package of emergency services, including
towing up to five miles, jump starting, flat tire changing, fuel delivery, extracting a vehicle from the side of the road and lock-
out service. The emergency services are provided at the parking facility or anywhere on the road.

CarCare Maintenance Services. A car service vendor will pick-up a customer’s car from the parking facility, contact the

customer with an estimate, service the car during normal working hours and return it to the facility before the end of the
business day.

11

ParkNet» Traffic Information System. The system provides customers with continuously updated traffic reports on a site-
specific basis so that drivers can learn not only about traffic conditions on the area highways, but also about conditions in the
immediate vicinity of the parking facility.

Automated Teller Machines. On-site ATM machines provide customers access to cash from bankcards and credit cards.

We arrange for the installation of the machine, operated and maintained by an outside vendor. The parking facility realizes
supplemental income from a fixed monthly rent and a share of usage transaction fees.

Complimentary Courtesy Umbrellas and Flashlights. Courtesy umbrellas are loaned to customers on rainy days. A similar

lending program can be implemented to provide flashlights in emergency situations or power outages.

Complimentary Services/Customer Appreciation Days. Our clients select from a variety of complimentary services that
we provide as a special way of saying “thank you” to our parking customers. Depending on client preferences, coffee, donuts
and/or newspapers occasionally are provided to customers during the morning rush hour. On certain holidays, candy, with
wrappers that can be customized with the facility logo, can be distributed to customers as they exit. We also can distribute
personalized promotional items, such as ice scrapers and key-chains.

Business Development

Our efforts to attract new clients are primarily concentrated in and coordinated by a dedicated business development group,

whose background and expertise is in the field of sales and marketing, and whose financial compensation is determined to a
significant extent by their business development success. This business development group is responsible for forecasting sales,
maintaining a pipeline of prospective and existing clients, initiating contacts with such clients, and then following through to
coordinate meetings involving those clients and the appropriate members of our operations hierarchy. By concentrating our sales
efforts through this dedicated group, we enable our operations personnel to focus on achieving excellence in our parking facility
operations and maximizing our clients’ parking profits and our own profitability.

We also place a specific focus on marketing and client relationship efforts that pertain to those clients having a large

regional or national presence. Accordingly, we assign a dedicated executive to those clients to address any existing portfolio
issues, as well as to reinforce existing — and develop new — account relationships and to take any other action that may further
our business development interests.

Operations

We maintain regional and city offices throughout the United States and Canada in order to support approximately
12,000 employees and approximately 2,100 locations. These offices serve as the central bases through which we provide the
employees to staff our parking facilities as well as the on-site and support management staff to oversee those operations. Our
administrative staff accountants are based in those same offices and facilitate the efficient, accurate and timely production and
delivery to our clients of our monthly reports. Having these all-inclusive operations and accounting teams located in regional
and city offices throughout the United States and Canada allows us to add new locations quickly and in a cost-efficient manner.
To facilitate the training of our facility personnel throughout the country, we have created Standard Universitysm, the foundation
of all our formal training programs that span a wide range of topics including soft skills, technology, software, leadership skills
and operating procedures. Courses are deployed using a multitude of methods including classroom sessions, web-based sessions,
and self-managed, computer-based training. Standard Universitysm is available to our employees on a 24/7 basis so they may
access training and information when they need it.

Our overall basic corporate functions in the areas of finance, human resources, risk management, legal, purchasing and
procurement, general administration, strategy and information and technology are based in our Chicago corporate office. The
Chicago corporate office also supports and promotes consistency throughout our field operations by developing and administer-
ing our operational, financial and administrative policies, practices and procedures.

12

Clients and Properties

Our client base includes a diverse cross-section of public and private owners, developers and managers of real estate. A list

of some of our clients, and the types of properties for which we operate their parking, include:

Client / Property

Property Type

American Museum of Natural History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Museum
Brookfield Properties, Ltd.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Office
Chicago O’Hare International and Chicago Midway Airports . . . . . . . . . . . . . . . . . . . . . . . Airport
Crescent Real Estate Equities Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Office
Four Seasons Hotel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hotel
Hartford Bradley International Airport . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airport
Harvard Medical School
JMB Realty Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Office
JPMorgan Chase Bank, NA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail
Nationwide Realty Investors Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Office and Special event
Westfield Properties Shoppingtowns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . University/Medical

ff

ff

ff

ff

No single client represented more than 6.4% of revenues or more than 5.7% of our gross profit for the year ended

December 31, 2009. For the years ended December 31, 2009 and December 31, 2008, we retained an average of 87% and 89%,
respectively, of our locations (which statistic includes the impact of our decision to exit from unprofitable contracts).

Information Technology

We believe that automation and technology can enhance customer convenience, lower labor costs, improve cash

management and increase overall profitability. We have been a leader in the field of introducing automation and technology to
the parking business and we were among the first to adopt electronic fund transfer (EFT) payment options, pay-on-foot (ATM)
technology and bar code decal technology.

To promote internal efficiency, we have created advanced information systems that connect local offices across the country

to our corporate headquarters. These systems support accounting, financial management and reporting practices, general
operating procedures, training, employment policies, cash controls and marketing procedures. Our commitment to the
application of technology in the parking management business has resulted in the creation of a proprietary product, Client
ViewTM, an Internet-based system that gives our clients the flexibility and convenience to access and download their monthly
financials and detailed back-up reports. We believe that our standardized processes and controls enhance our ability to
successfully add new locations and expand our operations into new markets.

Employees

As of December 31, 2009, we employed approximately 11,970 individuals, including approximately 7,110 full-time and
4,860 part-time employees. As of December 31, 2008, we employed approximately 13,320 individuals, including approximately
7,690 full-time and 5,630 part-time employees. Approximately 28% of our employees are covered by collective bargaining
agreements. No single collective bargaining agreement covers a material number of employees. We believe that our employee
relations are good.

Insurance

We purchase comprehensive liability insurance covering certain claims that occur at parking facilities we lease or manage.

The primary amount of such coverage is $2.0 million per occurrence and $2.0 million in the aggregate per facility for our
garage liability and garage keepers legal liability coverages. In addition, we purchase workers’ compensation insurance for all
eligible employees and umbrella/excess liability coverage. Under our various liability and workers’ compensation insurance
policies, we are obligated to reimburse the insurance carrier for the first $250,000 of any loss. As a result, we are, in effect,
self-insured for all claims up to that deductible level. We utilize a third-party administrator to process and pay claims. We also
purchase property insurance that provides coverage for loss or damage to our property and in some cases our clients’ property,
as well as business interruption coverage for lost operating income and certain associated expenses. The deductible applicable to
any given loss under our property insurance policy varies based upon the insured values and the peril that causes the loss. We
also purchase group health insurance with respect to eligible full-time employees and family members (whether such employees
work at leased or managed facilities) and are fully-insured for all covered expenses. We believe that our insurance coverage is
adequate and consistent with industry practice.

13

Because of the size of the operations covered and our claims experience, we purchase insurance policies at prices that we
believe represent a discount to the prices that would typically be charged to parking facility owners on a stand-alone basis. The
clients for whom we operate parking facilities pursuant to management contracts have the option of purchasing their own
liability insurance policies (provided that we are named as an additional insured pursuant to an additional insured endorsement),
but historically most of our clients have chosen to obtain insurance coverage by being named as additional insureds under our
master liability insurance policies. Pursuant to our management contracts we charge to such clients an allocated portion of our
insurance-related costs at rates that we believe are competitive. A material reduction or increase in the number of clients who
obtain their insurance coverage by being named as additional insureds under our liability policies could have a material effect
on our operating income. In addition, a material change in insurance costs due to a change in the number or severity of claims,
or an increase in claims costs or premiums paid by us, could have a material effect on our operating income.

Competition

The parking industry is fragmented and highly competitive, with limited barriers to entry. We face direct competition for

additional facilities to manage or lease, while our facilities themselves compete with nearby facilities for our parking customers
and in the labor market generally for qualified employees. Moreover, the construction of new parking facilities near our existing
facilities can adversely affect our business. There are only a few national parking management companies that compete with us.
We also face competition from numerous smaller, locally owned independent parking operators, as well as from developers,
hotels, national financial services companies and other institutions that manage their own parking facilities as well as facilities
owned by others. Many municipalities and other governmental entities also operate their own parking facilities, potentially
eliminating those facilities as management or lease opportunities for us. Some of our present and potential competitors have or
may obtain greater financial and marketing resources than us, which may negatively impact our ability to retain existing
contracts and gain new contracts. We face significant competition in our efforts to provide ancillary services such as shuttle bus
services and on-street parking enforcement because several large companies specialize in these services.

Seasonality

During the first quarter of each year, seasonality impacts our performance with regard to moderating revenues, with the
reduced levels of travel most clearly reflected in the parking activity associated with our airport and hotel businesses as well as
increases in certain costs of parking services, such as snow removal, both of which negatively affect gross profit. Although our
revenues and profitability are affected by the seasonality of the business, general and administrative costs are relatively stable
throughout the fiscal year. See Item 6, “Selected Financial Data,” for further information.

Regulation

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or
operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in
such property. Such laws typically impose liability without regard to whether the owner or operator knew of, or was responsible
for, the presence of such hazardous or toxic substances. In connection with the operation of parking facilities, we may be
potentially liable for any such costs. In addition, from time to time we are involved in environmental issues at certain of our
locations or in connection with our operations. While it is difficult to predict the ultimate outcome of any of these matters,
based on information currently available, management believes that none of these matters, individually or in the aggregate, are
reasonably likely to have a material adverse effect on our financial position, results of operations, or cash flows. The cost of
defending against claims of liability, or of remediating a contaminated property, could have a material adverse effect on our
financial condition or results of operations.

Our business is not otherwise substantially affected by direct governmental regulation, although both municipal and state
authorities sometimes directly regulate parking facilities. We are affected by laws and regulations (such as zoning ordinances)
that are common to any business that deals with real estate and by regulations (such as labor and tax laws) that affect companies
with a large number of employees. In addition, several state and local laws have been passed in recent years that encourage car
pooling and the use of mass transit. Laws and regulations that reduce the number of cars and vehicles being driven could
adversely impact our business.

We collect and remit sales/parking taxes and file tax returns for and on behalf of ourselves and our clients. We are affected

by laws and regulations that may impose a direct assessment on us for failure to remit sales/parking taxes or to file tax returns
for ourselves and on behalf of our clients.

Various other governmental regulations affect our operation of parking facilities, both directly and indirectly, including the

ADA. Under the ADA, all public accommodations, including parking facilities, are required to meet certain federal requirements
related to access and use by disabled persons. For example, the ADA requires parking facilities to include handicapped spaces,
headroom for wheelchair vans, attendants’ booths that accommodate wheelchairs and elevators that are operable by disabled

14

persons. When negotiating management contracts and leases with clients, we generally require that the property owner
contractually assume responsibility for any ADA liability in connection with the property. There can be no assurance, however,
that the property owner has assumed such liability for any given property and there can be no assurance that we would not be
held liable despite assumption of responsibility for such liability by the property owner. Management believes that the parking
facilities we operate are in substantial compliance with ADA requirements.

Regulations by the Federal Aviation Administration may affect our business. The FAA generally prohibits parking within

300 feet of airport terminals during times of heightened alert. The 300 foot rule and new regulations may prevent us from using
a number of existing spaces during heightened security alerts at airports. Reductions in the number of parking spaces may
reduce our gross profit and cash flow for both our leased facilities and those facilities we operate under management contracts.

Corporate Information

Our headquarters are located at 900 N. Michigan Avenue, Suite 1600, Chicago, Illinois 60611-1542. Our telephone number

is (312) 274-2000. Our Standard Parking brand’s web site address is www.standardparking.com and our SP Plus» brand’s
website address is www.spplus.com. Our periodic reports and other information filed with or furnished to the SEC are available
free of charge through our web site promptly after those reports and other information are electronically filed with or furnished
to the SEC. Information contained on our web site or any other web site is not incorporated by reference into this or any other
report we file with or furnish to the SEC, and you should not consider information contained on our web site or any other web
site to be a part of this or any other report we file with or furnish to the SEC.

Intellectual Property

Standard Parking» and the Standard Parking logo and SP Plus» and the SP Plus logo, are service marks registered with the
United States Patent and Trademark Office. In addition, we have registered the names and, as applicable, the logos of all of our
material subsidiaries and divisions as service marks with the United States Patent and Trademark Office or the equivalent state
registry, including the right to the exclusive use of the name Central Park in the Chicago metropolitan area. We invented the
Multi-Level Vehicle Parking Facility musical Theme Floor Reminder System, and obtained trademark registrations for our
proprietary parker programs, such as Books-to-Go», Films-To-Go», Little Parkers» and Ambiance in Parking» and our
comprehensive training program, Standard Universitysm. We have also registered the copyright rights in our proprietary
software, such as Click and ParkTMkk , Click and RideTM, Client ViewTM, Hand Held ProgramTM, License Plate Inventory ProgramsTM
and ParkStatTMt with the United States Copyright Office.

ITEM 1A. RISK FACTORS

You should carefully consider the specific risk factors described below together with all other information contained in or

incorporated by reference into this report, as these risks, among others, are important factors that could cause our actual results
to differ from our historical results. It is not possible to predict or identify all such factors. Consequently, you should not
consider any such list to be a complete statement of all potential risks or uncertainties applicable to our business.

The weak economy and turmoil in the credit markets and the financial services industry may reduce demand for our ser-
vices, lower our earnings and harm our operations.

Recently, the credit markets and the financial services industry have been experiencing a period of unprecedented turmoil

and upheaval characterized by the bankruptcy, failure, collapse or sale of various financial institutions and an unprecedented
level of intervention from the United States government. While the ultimate outcome of these events cannot be predicted, they
may have a material adverse effect on us and our costs of borrowing. These events could also adversely impact the availability
of financing to our clients and therefore our ability to collect amounts due from them, or cause such clients to terminate their
contracts with us completely.

Adverse economic and demographic trends could materially adversely affect our business.

The U.S. Department of Labor has reported that since December 2007, the number of unemployed persons has increased

by 7.3 million to 14.8 million, and the unemployment rate has doubled to 9.7% as of February 2010. High domestic
unemployment, coupled with the recent recession and weak economy, have contributed to reduced discretionary spending by
consumers and slowed or reduced economic activity by businesses in the United States and most major global economies
compared to 2007 levels.

Our business operations are located in North America and tend to be concentrated in large urban areas. Many of our
customers are workers who commute by car to their places of employment in these urban centers. Our business could be
materially adversely affected to the extent that weak economic conditions or demographic factors have resulted in the
elimination of jobs and rising unemployment in these large urban areas. In addition, increased unemployment levels, the

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movement of white-collar jobs from urban centers to suburbs or out of North America entirely, increased office vacancies in
urban areas, movement toward home office alternatives, or lower consumer spending could reduce consumer demand for our
services.

Weak economic conditions could also lead to a decline in parking at airports and commercial facilities, including facilities

owned by retail operators and hotels. In particular, reductions in parking at leased facilities can lower our profit because a
decrease in revenue would be exacerbated by fixed costs that we must pay under our leases. As of December 31, 2009, we
operated 10% of our locations under leases, and for the year ended December 31, 2009, we derived 12% of our gross profit
under leases.

If adverse economic conditions reduce discretionary spending, business travel or other economic activity that fuels demand
for our services, our earnings could be reduced. Adverse changes in local and national economic conditions could also depress
prices for our services or cause our clients to cancel their agreements to purchase our services.

The financial difficulties or bankruptcy of one or more of our major clients could adversely affect our results.

Future revenue and our ability to collect accounts receivable depend, in part, on the financial strength of our clients. We

estimate an allowance for accounts we do not consider collectible, and this allowance adversely impacts profitability. In the
event that our clients experience financial difficulty, become unable to obtain financing or seek bankruptcy protection, including
as a result of the recent turmoil in the credit markets, our profitability would be further impacted by our failure to collect
accounts receivable in excess of the estimated allowance. Additionally, our future revenue would be reduced by the loss of these
clients or by the cancellation of leases or management contracts by clients in bankruptcy.

The weak economy could negatively impact results and our ability to give accurate guidance.

From time-to-time we may publicly provide earnings or other forms of guidance, which reflect our predictions about future

revenue, operating costs and capital structure, among other factors. These predictions may be significantly impacted by
estimates, as well as other factors that are beyond our control, and may not turn out to be correct due to the unknown
consequences of a weak economy and a prolonged recovery. Actual results for all estimates could differ materially from the
estimates and assumptions that we use, which could have a material adverse effect on our financial condition, results of
operations and cash flows.

Our working capital and liquidity may be adversely affected if a significant number of our clients require us to deposit all
parking revenue into their respective accounts.

We frequently contract with clients to hold parking revenue in our account and remit the revenue, minus the operating

expenses and our fee, to our clients at the end of the month. Some clients, however, require us to deposit parking revenue in
their accounts on a daily basis. This type of arrangement requires us to pay costs as they are incurred and receive reimbursement
and our management fee after the end of the month. There can be no assurance that a significant number of clients will not
switch to the practice of requiring us to deposit all parking revenue into their respective accounts, which would have a material
adverse effect on our liquidity and financial condition.

Our management contracts and leases expose us to certain risks.

The loss or renewal on less favorable terms of a substantial number of management contracts or leases could have a
material adverse effect on our business, financial condition and results of operations. Because certain management contracts and
leases are with state, local and quasi-governmental entities, changes to certain governmental entities’ approaches to contracting
regarding parking facilities could affect such contracts. A material reduction in the operating income associated with the
integrated services we provide under management contracts and leases could have a material adverse effect on our business,
financial condition and results of operations. To the extent that management contracts and leases are cancelable without cause,
most of these contracts would also be cancelable in the event of our clients’ bankruptcy, despite the automatic stay provisions
under bankruptcy law.

In addition, we are particularly exposed to increases in costs for locations that we operate under leases because we are
generally responsible for all the operating expenses of our leased locations. An increase in cost of parking services could reduce
our gross profit derived from locations that we operate under leases.

Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.

We cannot assure you that cash flow from operations, combined with additional borrowings under the senior credit facility

and any future credit facility will be available in an amount sufficient to enable us to repay our indebtedness, or to fund other
liquidity needs. We and our subsidiaries may be able to incur substantial additional indebtedness in the future, which could

16

cause the related risks to intensify. We may need to refinance all or a portion of our indebtedness on or before their respective
maturities. Recently, the credit markets and the financial services industry experienced a period of unprecedented turmoil
characterized by the failure or sale of various financial institutions and an unprecedented level of intervention from the
United States government. These events could have a material adverse effect on us and our costs of borrowings. As a result, we
cannot assure you that we will be able to refinance any of our indebtedness, including our senior credit facility, on commercially
reasonable terms or at all. If we are unable to refinance our debt, we may default under the terms of our indebtedness, which
could lead to an acceleration of the debt. We do not expect that we could repay all of our outstanding indebtedness if the
repayment of such indebtedness was accelerated.

We may be unable to renew our insurance coverage and we do not maintain insurance coverage for all possible risks.

Our liability and worker’s compensation insurance coverage expires on an annual basis. There can be no assurance that our
insurance carriers will in fact be willing to renew our coverage at any rate at the expiration date. We maintain a comprehensive
portfolio of insurance policies to help protect us against loss or damage incurred from a wide variety of insurable risks. Each
year, we review with our professional insurance advisers whether the insurance policies and associated coverages that we
maintain are sufficient to adequately protect us from the various types of risk to which we are exposed in the ordinary course of
business. That analysis takes into account various pertinent factors such as the likelihood that we would incur a material loss
from any given risk as well as the cost of obtaining insurance coverage against any such risk. While we believe that we
maintain a comprehensive portfolio of insurance that is consistent with customary business practices and adequately protects us
from the risks that we typically face in the ordinary course of our business, there can be no assurance that we may not sustain a
material loss for which we do not maintain any, or adequate insurance coverage.

Our business would be harmed if fewer clients obtain liability insurance coverage through us.

Many of our clients have historically chosen to obtain liability insurance coverage for the locations we manage by being

named as additional insureds under our master insurance policies. Clients do, however, have the option of purchasing such
insurance independently, as long as we are named as an additional insured pursuant to an additional insured endorsement. We
purchase insurance policies at prices that we believe represent a discount to the prices that would typically be charged to
parking facility owners on a stand-alone basis. Pursuant to our management contracts, we allocate a portion of our risk
management costs, at rates we believe are competitive, to those clients who choose to obtain their insurance coverage by being
named as additional insureds under our insurance policies. A material reduction in the number of clients who choose to obtain
their insurance coverage from us in that manner, or a reduction in amounts payable to us for such coverage, could have a
material adverse effect on our business, financial condition and results of operations.

Additional funds would need to be reserved for future insurance losses if such losses are worse than expected.

We provide liability and worker’s compensation insurance coverage consistent with our obligations to our clients under our

various management contracts and leases. We are obligated to reimburse our insurance carrier for each loss incurred in the
current policy year up to the amount of a deductible specified in our insurance policies. The deductible for our various liability
and workers’ compensation policies is $250,000. We also purchase property insurance that provides coverage for loss or damage
to our property, and in some cases our clients’ property, as well as business interruption coverage for lost operating income and
certain associated expenses. The deductible applicable to any given loss under our property insurance policy varies based upon
the insured values and the peril that causes the loss. Our financial statements reflect our funding of all such obligations based
upon guidance and evaluation we have received from third-party insurance professionals. There can be no assurance, however,
that the ultimate amount of our obligations will not exceed the amount presently funded or accrued, in which case we would
need to set aside additional funds to reserve for any such excess. Changes in insurance reserves as a result of periodic
evaluations of the liabilities can cause swings in our operating results that may not be indicative of the operations of our
ongoing business. Additionally, our obligations could increase if we receive a greater number of insurance claims or if the
severity of, or the administrative costs associated with, those claims generally increases. A material increase in insurance costs
due to a change in the number or severity of claims, claims costs or premiums paid by us could have a material adverse effect
on our operating income.

Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved in the normal
course of our business could affect our operations and financial condition.

In the normal course of business, we are from time to time involved in various legal proceedings. We do not believe that

any pending claim, proceeding or litigation, either alone or in the aggregate, will have a material adverse effect on our financial
position; however, the outcome of these legal proceedings cannot be predicted. It is possible that an unfavorable outcome of
some or all of the matters, including claims related to the recent changes in our Board of Directors, could cause us to incur
substantial liabilities that may have a material adverse effect upon our financial condition and results of operations. Any

17

significant adverse litigation judgments or settlements could have a negative effect on our business, financial condition and
results of operations.

Because our business is affected by seasonal trends, typically in the first quarter of each year, our results can fluctuate
from period to period, which could make it difficult to evaluate our business or cause instability in the market price of our
common stock.

We periodically have experienced fluctuations in our quarterly results arising from a number of factors, including the

following:

• reduced levels of travel during the first quarter of each year, which is reflected in lower revenue from airport and hotel

parking; and

• increases in certain costs of parking services, such as snow removal.

These factors can reduce our gross profit in the first quarter. As a result, our revenue and earnings in the second, third and

fourth quarters tend to be higher than revenue and earnings in the first quarter. Accordingly, you should not consider our first
quarter results as indicative of results to be expected for any other quarter or for any full fiscal year. Fluctuations in our results
could make it difficult to evaluate our business or cause instability in the market price of our common stock.

We operate in a very competitive business environment.

Competition in the field of parking facility management is intense. The market is fragmented and is served by a variety of
entities ranging from single lot operators to large regional and national multi-facility operators, as well as municipal and other
governmental entities that choose not to outsource their parking operations. Competitors may be able to adapt more quickly to
changes in customer requirements, or devote greater resources to the promotion and sale of their products. Many of our
competitors also have long-standing relationships with our clients. Providers of parking facility management services have
traditionally competed on the basis of cost and service. As we have worked to establish ourselves as one of the principal
members of the industry, we compete predominately on the basis of high levels of service and strong relationships. We may not
be able to, or may choose not to, compete with certain competitors on the basis of price. As a result, a greater proportion of our
clients may switch to other service providers or self-manage during an economic downturn.

Our ability to expand our business will be dependent upon the availability of adequate capital and economic conditions.

The rate of our expansion will depend in part upon the availability of adequate capital, which in turn will depend in large

part upon cash flow generated by our business and the availability of equity and debt capital. The weak economy and restrictive
lending practices may make it more difficult to grow our number of profitable locations and our ability to obtain equity or debt
capital on acceptable terms. However, we will require the consent of stockholders holding a majority of shares in order to
authorize and issue additional shares of common stock above the current number of shares of authorized capital stock, which
may be required in connection with any future acquisitions. In addition, our senior credit facility contains provisions that restrict
our ability to incur additional indebtedness and/or make substantial investments or acquisitions. As a result, we cannot assure
you that we will be able to finance our current growth strategy.

We must comply with public and private regulations that may impose significant costs on us.

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or
operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in
such property. These laws typically impose liability without regard to whether the owner or operator knew of, or was responsible
for, the presence of such hazardous or toxic substances. In connection with the operation of parking facilities, we may be
potentially liable for such costs. In addition, from time to time we are involved in environmental issues at certain of locations or
in connection with our operations. While it is difficult to predict the ultimate outcome of any of these matters, based on
information currently available, our management believes that none of these matters, individually or in the aggregate, is
reasonably likely to have a material adverse effect on our financial position, results of operations, or cash flows. The cost of
defending against claims of liability, or remediation of a contaminated property, could have a material adverse effect on our
business, financial condition and results of operations. In addition, several state and local laws have been passed in recent years
that encourage car pooling and the use of mass transit. Laws and regulations that reduce the number of cars and vehicles being
driven could adversely impact our business.

In connection with certain transportation services provided to our clients, including shuttle bus operations, we provide the

vehicles and the drivers to operate these transportation services. The U.S. Department of Transportation and various state
agencies exercise broad powers over these transportation services, including, licensing and authorizations, safety and insurance
requirements. Our employee drivers must also comply with the safety and fitness regulations promulgated by the Department

18

Transportation, including those related to drug and alcohol testing and service hours. We may become subject to new and more
restrictive federal and state regulations. Compliance with such regulations could hamper our ability to provide qualified drivers
and increase our operating costs.

We are also subject to consumer credit laws and credit card industry rules and regulations relating to the processing of
credit card transactions, including the Fair and Accurate Credit Transactions Act and the Payment Card Data Security Standard.
This law and these industry standards impose substantial financial penalties for non-compliance.

In addition, we are subject to laws generally applicable to businesses, including but not limited to federal, state and local

regulations relating to wage and hour matters, employee classification, mandatory healthcare benefits, unlawful workplace
discrimination and whistle blowing. Any actual or alleged failure to comply with any regulation applicable to our business or
any whistle-blowing claim, even if without merit, could result in costly litigation, regulatory action or otherwise harm our
business, financial condition and results of operations.

We collect and remit sales/parking taxes and file tax returns for and on behalf of ourselves and our clients. We are affected

by laws and regulations that may impose a direct assessment on us for failure to remit sales/parking taxes and filing of tax
returns for ourselves and on behalf of our clients.

We believe that our public and private client base is becoming more concentrated.

Because national property owners, managers and developers and other property management companies tend to own or
manage multiple properties, our ability to provide parking services for a large number of properties becomes dependent on our
relationships with these entities. As this ownership concentration continues, such clients become more significant to our
business. The loss of one of these large clients or the sale of properties they own to clients of our competitors could have a
material adverse effect on our business, financial condition and results of operations. Additionally, large clients with extensive
portfolios have greater negotiating power with respect to our management contracts and leases, which could adversely affect our
profit margins.

In order to raise additional revenue, a number of state and municipal governments have either sold or entered into long-
term leases of public assets or may be contemplating such transactions. The assets that are the subject of such transactions have
included government-owned parking garages located in downtown commercial districts and parking operations at airports. The
sale or long-term leasing of such government-owned parking assets to our competitors or clients of our competitors could have
a material adverse effect on our business, financial condition and results of operations.

The failure to successfully complete or integrate acquisitions or new contracts could have a negative impact on our
business.

We may pursue both small and large acquisitions in our business or in new lines of business on a selective basis, and we
may be in discussions or negotiations with one or more of these acquisitions or new contract candidates simultaneously. There
can be no assurance that suitable acquisitions or new contract candidates will be identified, that such acquisitions or new
contracts will be consummated, that the acquired operations or new contracts will be integrated successfully or that we will be
able to derive all of the expected synergies of acquired operations or contracts.

Acquisitions involve numerous risks, including (but not limited to) the following:

• Difficulties in integrating the operations, systems, technologies and personnel of the acquired companies, particularly

companies with large and widespread operations.

• Diversion of management’s attention from normal daily operations of the business and the challenges of managing larger

and more widespread operations resulting from acquisitions.

• Difficulties in entering markets or businesses in which we have no or limited direct prior experience and in which

competitors have stronger market positions.

• Insufficient revenue to offset increased expenses associated with acquisitions.

• The potential loss of key employees, customers and other business partners of the companies we acquire following and

continuing after announcement of acquisition plans and their actual consummation.

Acquisitions may also cause us to:

• Use a substantial portion of our cash resources or incur a substantial amount of debt.

• Temporarily increase costs, including general and administrative cost, required to integrate acquisitions or large contract

portfolios.

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• Significantly increase our non-cash amortization expense.

• Significantly increase our interest expense, leverage and debt service requirements if we incur additional debt to pay for

an acquisition.

• Assume liabilities.

• Issue common stock that would dilute our current stockholders’ percentage ownership.

• Record goodwill and non-amortizable intangible assets that are subject to impairment testing on a regular basis and

potential periodic impairment charges.

The actual costs or benefits of our acquisitions could differ from the expected costs or benefits, and any such differences

could materially adversely affect our business. Mergers and acquisitions of companies are inherently risky and subject to many
factors outside of our control and no assurance can be given that our previous or future acquisitions will be successful and will
not materially adversely affect our business, financial condition and results of operations. Failure to manage and successfully
integrate acquisitions could materially harm our business, financial condition and results of operations.

The sureties for our performance bond program may elect not to provide us with new or renewal performance bonds for
any reason.

As is customary in the industry, a surety provider can refuse to provide a bond principal with new or renewal surety bonds.

If any existing or future surety provider refuses to provide us with surety bonds, there can be no assurance that we would be
able to find alternate providers on acceptable terms, or at all. Our inability to provide surety bonds could also result in the loss
of existing contracts. Failure to find a provider of surety bonds, and our resulting inability to bid for new contracts or renew
existing contracts, could have a material adverse effect on our business and financial condition.

Our business may be harmed as a result of extraordinary natural disasters.

In 2005 Hurricane Katrina caused significant disruption to our operations in New Orleans and the U.S. Gulf Coast region,
which adversely impacted our operating results for this region. To the extent that we experience similar weather related events
in the U.S. Gulf Coast Region or in other geographical areas where we operate, or experience other extraordinary natural events,
such as earthquakes, our operating results may be adversely impacted.

Our business may be harmed as a result of terrorist attacks and the related increase in government regulation of airports
and reduced air travel.

Any terrorist attacks, particularly in the United States or Canada, may negatively impact our business, financial condition
and results of operations. Attacks have resulted in, and may continue to result in, increased government regulation of airlines
and airport facilities, including imposition of minimum distances between parking facilities and terminals, resulting in the
elimination of currently managed parking facilities, and increased security checks of employees and passengers at airport
facilities. We derive a significant percentage of our gross profit from parking facilities and parking related services in and
around airports. For the year ended December 31, 2009, approximately 23% of gross profit was derived from those operations.
The Federal Aviation Administration generally prohibits parking within 300 feet of airport terminals during periods of
heightened security. While the prohibition is not currently in effect, there can be no assurance that this governmental prohibition
will not again be reinstated. The existing regulations governing parking within 300 feet of airport terminals or future regulations
may prevent us from using certain parking spaces. Reductions in the number of parking spaces and air travelers may reduce our
revenue and cash flow for both our leased facilities and those facilities we operate under management contracts.

The operation of our business is dependent upon key personnel.

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

Many of our employees are covered by collective bargaining agreements.

Approximately 28% of our employees are represented by labor unions. Approximately 22% of our collective bargaining
contracts, representing approximately 3.7% of our employees, are up for renewal in 2010. There can be no assurance that we
will be able to renew existing labor union contracts on acceptable terms. Employees could exercise their rights under the labor

20

union contract, which could include a strike or walk-out. In such cases, there are no assurances that we would be able to staff
sufficient employees for our short-term needs. Any such labor strike or our inability to negotiate a satisfactory contract upon
expiration of the current agreements could have a negative effect on our business, financial condition and results of operations.

We make contributions to multiemployer benefit plans on behalf of certain employees covered by collective bargaining
agreements and could be responsible for paying unfunded liabilities incurred by such benefit plans, which amount could be
material.

John V. Holten, our past chairman and former majority stockholder, may dispute our decision to terminate his employment
with us, which could result in legal or other proceedings that could affect our operations and financial condition or divert
the attention of our management or our board of directors from our business.

On October 5, 2009, we terminated Mr. Holten’s employment as chairman of our board of directors and we determined not

to make any further payments or provide any further benefits to Mr. Holten. We took this action because we believed that,
under applicable law, the terms of the agreement and the process by which Mr. Holten caused the agreement to be executed and
extended on our behalf were unfair to us and that the agreement was not in the best interests of our stockholders.

Mr. Holten has advised us that he disputes the termination of his employment agreement and our determination that he is

not entitled to any further payments or benefits under the agreement, and that he may assert a claim or claims against us
relating to the termination of the agreement. We believe we have valid defenses to any claim by Mr. Holten, but we are unable
to state whether the likelihood of an unfavorable outcome of any dispute is probable or remote. We are also unable to provide
an estimate of the range or amount of potential loss if the outcome of any dispute or the settlement of any dispute is
unfavorable to us. However, an unfavorable outcome or the settlement of any dispute related to the termination of Mr. Holten’s
employment agreement with us could affect our operations and financial condition or divert the attention of our management or
our board of directors from our business. We intend to contest vigorously any claim by Mr. Holten.

Mr. Holten currently remains a member of our board of directors.

Provisions of our second amended and restated certificate of incorporation, as amended, and third amended and restated
by-laws and in Delaware corporate law may prevent or discourage an acquisition of our company that would benefit our
stockholders.

Provisions in our second amended and restated certificate of incorporation, as amended, and third amended and restated
by-laws and in Delaware corporate law may make it difficult and expensive for a third party to pursue a tender offer, change in
control or takeover attempt that is opposed by our management and board of directors. For example, our second amended and
restated certificate of incorporation, as amended, and third amended and restated by-laws provide for the inability of
stockholders to call special meetings, to increase the size of the board of directors, requires stockholders to give advance notice
for director nominations and authorizes the issuance of common stock without stockholder approval. In addition, as a Delaware
corporation, we are subject to certain Delaware anti-takeover provisions, including the application of Section 203 of the DGCL,
which generally restricts our ability to engage in a business combination with any holder of 15% or more of our capital stock.
Our board of directors could rely on provisions in our second amended and restated certificate of incorporation, as amended,
and third amended and restated by-laws and in Delaware law to delay, deter or prevent a change of control of our company,
including through transactions, and, in particular, unsolicited transactions, that some or all of our stockholders might consider to
be desirable and through which some or all of our stockholders may obtain a premium for their shares.

If securities analysts do not publish research or reports about our business or if they downgrade their evaluations of our
stock or estimates of our earnings, the price of our stock could decline.

The trading market for our common stock depends in part on the research, reports, expectations or other evaluations that

industry or financial analysts publish about us or our business. If one or more of the analysts covering us downgrade their
estimates or evaluations of our stock or our earnings, or if we fail to meet such expectations, the price of our stock could
decline. If one or more of these analysts cease coverage of our company, we could lose visibility in the market for our stock,
which in turn could cause our stock price to decline.

The market price of our common stock may be particularly volatile, and our stockholders may be unable to resell their
shares at a profit.

The market price of our common stock has been subject to significant fluctuations and may continue to fluctuate or
decline. In the 52 weeks prior to the date of this report, the closing prices of our common stock have ranged from a low of
$13.90 to a high of $20.31. The price of our common stock that will prevail in the market may be higher or lower than the
price you pay, depending on many factors, some of which are beyond our control and may not be related to our operating

21

performance. These fluctuations could cause you to lose all or part of your investment in our common stock. Factors that could
cause fluctuations in the trading price of our common stock include the following:

• the weak economy and turmoil in the credit markets and financial services industry, including their impact on our results

and our ability to give accurate guidance;

• changes in general economic and business conditions or demographic trends;

• the financial difficulties or bankruptcy of our major clients, including the impact on our ability to collect receivables;

• availability, terms and deployment of capital;

• the loss, or renewal on less favorable terms, of management contracts and leases;

• our ability to renew our insurance policies on acceptable terms, the extent to which our clients choose to obtain insurance

coverage through us and our ability to successfully manage self-insured losses;

• adverse litigation judgments or settlements from legal or other proceedings in which we may be involved; and

• seasonal trends, particularly in the first quarter of each year;

• the impact of public and private regulations;

• our ability to form and maintain relationships with large real estate owners, managers and developers;

• integration of future acquisitions in light of challenges in retaining key employees, synchronizing business processes,

efficiently integrating facilities, marketing and operations, deriving the expected acquisition synergies or budgeting the
actual costs or benefits of acquistions;

• the ability to obtain performance bonds on acceptable terms to guarantee our performance under certain contracts;

• extraordinary events affecting parking at facilities that we manage, including emergency safety measures, military or

terrorist attacks and natural disasters;

• changes in federal and state regulations including those affecting airports, parking lots at airports or automobile use;

• the loss of key employees; and

• development of new, competitive parking-related services.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation
has often been brought against that company. If our stock price is volatile, we may become the target of securities litigation.
Securities litigation could result in substantial costs and divert our management’s attention and resources from our business.

22

ITEM 2. PROPERTIES

Parking Facilities

We operate parking facilities in 41 states and the District of Columbia in the United States and four provinces of Canada.
We do not currently own any parking facilities. The following table summarizes certain information regarding our facilities as
of December 31, 2009:

States/Provinces

Airports and Urban Cities

Airport

Urban

Total

Airport

Urban

Total

# of Locations

# of Spaces

Alabama . . . . . . . . . . . . . Airports and Birmingham
Alberta . . . . . . . . . . . . . . Calgary, Edmonton
Arizona . . . . . . . . . . . . . . Phoenix
British Columbia . . . . . . . Vancouver
California . . . . . . . . . . . . Airports, Beverly Hills, Encino,

Glendale, Long Beach, Los Angeles,
Sacramento, San Francisco, San Jose,
Santa Monica and Woodland Hills

Colorado . . . . . . . . . . . . . Airports, Aurora, Colorado Springs,

and Denver

Connecticut . . . . . . . . . . . Airports
Delaware . . . . . . . . . . . . . Wilmington
District of Columbia . . . . . Washington, DC
Florida . . . . . . . . . . . . . . Airports, Coral Gables, Ft. Myers,
Miami, Miami Beach, Orlando and
Tampa

Georgia . . . . . . . . . . . . . . Airports and Atlanta
Hawaii . . . . . . . . . . . . . . Airports, Aiea, Honolulu, Lahaina

and Waipahu

Idaho . . . . . . . . . . . . . . . Airport
Illinois . . . . . . . . . . . . . . Airports, Chicago and Hoffman

Estates
Indiana . . . . . . . . . . . . . . Airport
Kansas . . . . . . . . . . . . . . Bonner Springs, Kansas City

and Topeka

Kentucky . . . . . . . . . . . . . Airports and Lexington
Louisiana . . . . . . . . . . . . Airport, Metairie and New Orleans
Maine . . . . . . . . . . . . . . . Airports and Portland
Manitoba . . . . . . . . . . . . . Winnipeg
Maryland. . . . . . . . . . . . . Baltimore and Towson
Massachusetts . . . . . . . . . Boston, Cambridge, Chestnut Hill

and Hopkinton

Michigan . . . . . . . . . . . . . Airports and Detroit
Minnesota . . . . . . . . . . . . Airport, Minneapolis and St. Paul
Missouri . . . . . . . . . . . . . Airports and Kansas City
Montana . . . . . . . . . . . . . Airports, Great Falls
Nebraska . . . . . . . . . . . . . Airports
Nevada . . . . . . . . . . . . . . Las Vegas
New Jersey . . . . . . . . . . . Hoboken, Jersey City, Paterson

and Wayne

New Mexico . . . . . . . . . . Airport
New York . . . . . . . . . . . . Airports, Bronx, Buffalo and New York City
North Carolina . . . . . . . . . Airport and Charlotte
North Dakota . . . . . . . . . . Airports
Ohio . . . . . . . . . . . . . . . . Airports, Akron, Cincinnati,

Cleveland, Columbus and Lakewood

Ontario . . . . . . . . . . . . . . Airport, Hamilton, London, North

York and Toronto

Oregon . . . . . . . . . . . . . . Airports
Pennsylvania . . . . . . . . . . Airports
Rhode Island . . . . . . . . . . Airports
South Dakota . . . . . . . . . . Airports
Tennessee . . . . . . . . . . . . Airport, Memphis and Nashville
Texas . . . . . . . . . . . . . . . Airports, Austin, Dallas, Fort Worth

and Houston

Utah . . . . . . . . . . . . . . . . Salt Lake City
Virginia. . . . . . . . . . . . . . Airports, Alexandria, Arlington, Fairfax and Richmond
Washington . . . . . . . . . . . Airports, Bellevue and Seattle
Wisconsin . . . . . . . . . . . . Airports and Milwaukee
Wyoming . . . . . . . . . . . . Casper and Mills

3
—
—
—

3

8
8
—
—

3
15

3
1

13
1

—
6
1
3
—
—

—
7
1
7
3
2
—

—
1
7
1
2

9

1
8
2
5
3
1

5
—
7
2
3
—

1
21
20
1

4
21
20
1

1,562
—
—
—

—
15,663
13,501
701

1,562
15,663
13,501
701

666

669

5,403

202,161

207,564

54
—
1
15

72
20

41
—

62
8
1
15

75
35

44
1

40,857
7,941
—
—

14,956
31,491

2,393
915

35,289
—
473
5,329

38,124
20,643

16,447
—

76,146
7,941
473
5,329

53,080
52,134

18,840
915

211
—

224
1

37,366
2,305

103,673
—

141,039
2,305

6
2
22
3
4
20

103
1
21
118
3
—
4

28
—
58
15
—

6
8
23
6
4
20

103
8
22
125
6
2
4

28
1
65
16
2

—
16,748
1,708
2,288
—
—

—
12,665
620
25,802
3,645
1,307
—

—
—
11,565
1,403
2,181

13,817
—
12,836
1,890
552
13,217

31,482
—
7,741
37,213
—
—
200

16,615
—
38,156
10,477
—

13,817
16,748
14,544
4,178
552
13,217

31,482
12,665
8,361
63,015
3,645
1,307
200

16,615
0
49,721
11,880
2,181

123

132

10,695

90,404

101,099

80
—
—
—
—
13

94
5
45
83
6
4

81
8
2
5
3
14

99
5
52
85
9
4

2,075
16,304
1,690
8,380
1,940
647

8,512
—
9,702
822
4,384
—

43,383
—
—
—
—
3,198

81,680
3,080
35,953
15,722
1,967
1,840

45,458
16,304
1,690
8,380
1,940
3,845

90,192
3,080
45,655
16,544
6,351
1,840

Totals

145

1,984

2,129

290,272

913,427

1,203,699

23

We have interests in twelve joint ventures, each of which operates between one and thirty parking facilities. We are the

general partner of one limited partnership, which operates nine parking facilities. For additional information, please see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Summary of Operating Facilities.”

Office Leases

We lease approximately 24,000 square feet of office space for our corporate offices in Chicago, Illinois. The lease expires

in 2013. We have a right of first opportunity on an additional 24,000 square feet. We believe that the leased facility, together
with our expansion options, is adequate to meet current and foreseeable future needs.

We also lease regional offices. These lease agreements generally include renewal and expansion options, and we believe

that these facilities are adequate to meet our current and foreseeable future needs.

ITEM 3. LEGAL PROCEEDINGS

We are subject to litigation in the normal course of our business. The outcomes of legal proceedings and claims brought

against us and other loss contingencies are subject to significant uncertainty. We accrue a charge against income when our
management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of
loss can be reasonably estimated. In addition, we accrue for the authoritative judgments or assertions made against us by
government agencies at the time of their rendering regardless of our intent to appeal. In determining the appropriate accounting
for loss contingencies, we consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as
our ability to reasonably estimate the amount of loss. We regularly evaluate current information available to us to determine
whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount
of a loss or a range of loss involves significant judgment.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER

PART II

PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is traded on the NASDAQ Global Select Market under the symbol “STAN.” The following table sets

forth, for the periods indicated, the high and low sales prices for our common stock as reported on the NASDAQ Global Select
Market and its predecessor, adjusted for the effect of the 2-for-1 stock split in January 2008.

Quarter Ended

2009
Sales Price

2008
Sales Price

High

Low

High

Low

March 31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$20.31
$16.85
$17.96
$18.00

$14.83
$13.90
$15.59
$15.52

$23.50
$21.72
$23.74
$21.31

$17.47
$17.95
$18.11
$15.09

Holders

As of March 1, 2010, there were approximately 3,785 holders of our common stock, based on the number of record holders

of our common stock and an estimate of the number of individual participants represented by security position listings.

Dividends

We did not pay a cash dividend in respect of our common stock in 2009 or 2008. By the terms of our senior credit facility,

we are restricted from paying cash dividends on our capital stock while such facility is in effect.

There are no restrictions on the ability of our wholly owned subsidiaries to pay cash dividends to us.

Securities Authorized for Issuance Under Equity Compensation Plans

Plan Category

Number of
Securities
to be Based
Upon Exercise of
Outstanding Options,
Warrants and Rights
(a)

Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)

Number of Securities
Remaining Available
for Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
(c)

Equity compensation plans approved by

securities holders . . . . . . . . . . . . . . . . . . . . . .

Equity compensation plans not approved by

securities holders . . . . . . . . . . . . . . . . . . . . . .

1,306,007

—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,306,007

$2.08

—

$2.08

113,558

—

113,558

24

Stock Repurchases

In July 2008 our Board of Directors authorized us to repurchase shares of our common stock, on the open market or
through private purchases, up to $60 million in aggregate. As of December 31, 2008, $22.9 million remained available for
repurchase under this authorization.

During the first quarter of 2009, we repurchased 93,600 shares from third-party shareholders at an average price of $18.23
per share, including average commissions of $0.03 per share, on the open market. Our former majority shareholder, an affiliate
of John V. Holten, one of our directors, sold 119,701 shares to us in the first quarter of 2009 at an average price of $18.20 per
share. The total value of the first quarter transactions was $3.9 million. We retired 200,650 shares during the first quarter of
2009 and retired and the remaining 12,651 shares in April 2009.

We did not make any share repurchases in the second, third and forth quarters of 2009.

ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected historical consolidated financial data as of December 31, 2009, 2008 and 2007,

derived from our audited consolidated financial statements, which are included elsewhere herein. The table also presents
selected historical consolidated financial data as of December 31, 2006 and 2005 derived from our audited consolidated
financial statements, which are not included herein. The selected financial data set forth below should be read in conjunction
with “Management’s Discussion and Analysis of Financial Condition and Result of Operations” and the historical consolidated
financial statements and notes thereto for years 2009, 2008 and 2007 which are included elsewhere herein. The historical results
do not necessarily indicate results expected for any future period.

2009

2008

2006

2005

Year Ended December 31,
2007
(In thousands)

Statement of Operations Data:
Parking services revenue:

Lease contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $140,441
153,382
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reimbursed management contract expense . . . . . . . . . . . . . . . .
401,671

$154,311
145,828
400,621

$145,327
119,612
356,782

$153,336
106,554
346,055

$154,099
93,876
338,679

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of parking services:

Lease contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reimbursed management contract expense . . . . . . . . . . . . . . . .
Total cost of parking services . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit:

Lease contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses(1) . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense (benefit)(2) . . . . . . . . . . . . . . . . . . . . . . . . .

695,494

700,760

621,721

605,945

586,654

130,897
84,167
401,671
616,735

140,058
69,285
400,621
609,964

129,550
49,726
356,782
536,058

9,544
69,215

78,759
44,707
5,828

28,224
6,012
(268)

5,744

22,480
8,265

14,253
76,543

90,796
47,619
6,059

37,118
6,476
(173)

6,303

30,815
11,622

15,777
69,886

85,663
44,796
5,335

35,532
7,056
(610)

6,446

29,086
11,267

139,043
44,990
346,055
530,088

14,293
61,564

75,857
41,228
5,638

28,991
8,296
(552)

7,744

21,247
(14,880)

141,037
37,101
338,679
516,817

13,062
56,775

69,837
39,822
6,427

23,588
9,398
(841)

8,557

15,031
(14)

Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,215
123
Less: Net income attributable to noncontrolling interest(3) . . . . . .
Net income attributable to Standard Parking Corporation . . . . . . . $ 14,092

19,193
148
$ 19,045

17,819
446
$ 17,373

36,127
376
$ 35,751

15,045
326
$ 14,719

Balance Sheet Data (at end of year):
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Convertible redeemable preferred stock, series D . . . . . . . . . . . . .
Common stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,256
240,505
113,211
—
14,749

8,301
$
229,241
125,064
—
1,017

$

8,466
215,388
80,363
—
39,339

$

8,058
212,528
85,665
—
41,253

$ 10,777
201,353
92,108
1
24,412

25

(1) Includes for 2005 $900 for valuation allowance related to long-term receivables.

(2) Income tax expense (benefit) for 2006 includes a reduction in the valuation allowance for net operating loss carryforwards

and other deferred tax assets of $23,924.

(3) Reflects the retrospective adoption, effective January 1, 2009, of Financial Accounting Standards Board Accounting Stan-

dards Codification Topic 810, Consolidation (formerly FAS 160) (“ASC 810”). Upon adoption of ASC 810, we reclassified
minority interests in our consolidated balance sheet from accrued expenses to noncontrolling interests in the equity section.
Additionally, we changed the way noncontrolling interests are presented within the consolidated statement of income such
that the statement of income reflects results attributable to both our interests and noncontrolling interests. While the account-
ing provisions of ASC 810 are being applied prospectively beginning January 1, 2009, the presentation and disclosure
requirements have been applied retrospectively. The results attributable to our interests did not change upon the adoption of
ASC 810.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion of our results of operations should be read in conjunction with the “Selected Financial Data” and
our consolidated financial statements and the related notes included elsewhere herein. This discussion contains forward-looking
statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-
looking statements as a result of many factors, including, but not limited to, those set forth in Item 1A “Risk Factors” and
elsewhere herein.

Overview

Our Business

We manage parking facilities in urban markets and at airports across the United States and in four Canadian provinces. We

do not own any facilities, but instead enter into contractual relationships with property owners or managers.

We operate our clients’ properties through two types of arrangements: management contracts and leases. Under a

management contract, we typically receive a base monthly fee for managing the facility, and we may also receive an incentive
fee based on the achievement of facility performance objectives. We also receive fees for ancillary services. Typically, all of the
underlying revenues and expenses under a standard management contract flow through to our clients rather than to us. However,
some management contracts, which are referred to as “reverse” management contracts, usually provide for larger management
fees and require us to pay various costs. Under lease arrangements, we generally pay to the property owner either a fixed annual
rent, a percentage of gross customer collections or a combination thereof. We collect all revenues under lease arrangements and
we are responsible for most operating expenses, but we are typically not responsible for major maintenance, capital expenditures
or real estate taxes. Margins for lease contracts vary significantly, not only due to operating performance, but also due to
variability of parking rates in different cities and varying space utilization by parking facility type and location. As of
December 31, 2009, we operated 90% of our locations under management contracts and 10% under leases.

In evaluating our financial condition and operating performance, management’s primary focus is on our gross profit, total

general and administrative expense and general and administrative expense as a percentage of our gross profit. Although the
underlying economics to us of management contracts and leases are similar, the manner in which we are required to account for
them differs. Revenue from leases includes all gross customer collections derived from our leased locations (net of parking tax),
whereas revenue from management contracts only includes our contractually agreed upon management fees and amounts
attributable to ancillary services. Gross customer collections at facilities under management contracts, therefore, are not included
in our revenue. Accordingly, while a change in the proportion of our operating agreements that are structured as leases versus
management contracts may cause significant fluctuations in reported revenue and expense of parking services, that change will
not artificially affect our gross profit. For example, as of December 31, 2009, 90% of our locations were operated under
management contracts and 88% of our gross profit for the year ended December 31, 2009 was derived from management
contracts. Only 52% of total revenue (excluding reimbursed management contract expenses), however, was from management
contracts because under those contracts the revenue collected from parking customers belongs to our clients. Therefore, gross
profit and total general and administrative expense, rather than revenue, are management’s primary focus.

General Business Trends

We believe that sophisticated commercial real estate developers and property managers and owners recognize the potential
for parking and related services to be a profit generator rather than a cost center. Often, the parking experience makes both the
first and the last impressions on their properties’ tenants and visitors. By outsourcing these services, they are able to capture
additional profit by leveraging the unique operational skills and controls that an experienced parking management company can

26

offer. Our ability to consistently deliver a uniformly high level of parking and related services and maximize the profit to our
clients improves our ability to win contracts and retain existing locations. Our location retention rate for the twelve month
periods ended December 31, 2009 and December 31, 2008 was 87% and 89%, respectively, which also reflects our decision not
to renew, or terminate, unprofitable contracts.

For the year ended December 31, 2009 compared to the year ended December 31, 2008, average gross profit per location

decreased 9.8% from $41.0 thousand to $37.0 thousand, primarily due to the economic recession, a negative fluctuation in prior
years insurance reserve adjustments, the tentative settlement of and the legal fees related to the California labor code case, in
addition to the Hurricane Katrina settlement received in 2008 that did not recur in 2009.

Summary of Operating Facilities

We focus our operations in core markets where a concentration of locations improves customer service levels and operating

margins. The following table reflects our facilities operated at the end of the years indicated:

December 31,
2009

December 31,
2008

December 31,
2007

Managed facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leased facilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,921
208

2,129

1,986
229

2,215

1,893
238

2,131

Revenue

We recognize parking services revenue from lease and management contracts as the related services are provided.

Substantially all of our revenues come from the following two sources:

• Parking services revenue — lease contracts. Parking services revenues related to lease contracts consist of all revenue
received at a leased facility, including parking receipts (net of parking tax), consulting and real estate development fees,
gains on sales of contracts and payments for exercising termination rights.

• Parking services revenue — management contracts. Management contract revenue consists of management fees, includ-
ing both fixed and performance-based fees, and amounts attributable to ancillary services such as accounting, equipment
leasing, payments received for exercising termination rights, consulting, development fees, gains on sales of contracts,
insurance and other value-added services with respect to managed locations. We believe we generally purchase required
insurance at lower rates than our clients can obtain on their own because we effectively self-insure for all liability and
worker’s compensation claims by maintaining a large per-claim deductible. As a result, we have generated operating
income on the insurance provided under our management contracts by focusing on our risk management efforts and
controlling losses. Management contract revenues do not include gross customer collections at the managed locations as
this revenue belongs to the property owner rather than to us. Management contracts generally provide us with a
management fee regardless of the operating performance of the underlying facility.

Conversions between type of contracts, lease or management, are typically determined by our clients and not us. Although

the underlying economics to us of management contracts and leases are similar, the manner in which we account for them
differs substantially.

Reimbursed Management Contract Expense

Reimbursed of management contract expense consists of the direct reimbursement from the property owner for operating

expenses incurred under a management contract, which is reflected in our revenue.

Cost of Parking Services

Our cost of parking services consists of the following:

• Cost of parking services — lease contracts. The cost of parking services under a lease arrangement consists of

contractual rental fees paid to the facility owner and all operating expenses incurred in connection with operating the
leased facility. Contractual fees paid to the facility owner are generally based on either a fixed contractual amount or a
percentage of gross revenue or a combination thereof. Generally, under a lease arrangement we are not responsible for
major capital expenditures or real estate taxes.

• Cost of parking services — management contracts. The cost of parking services under a management contract is

generally the responsibility of the facility owner. As a result, these costs are not included in our results of operations.

27

However, our reverse management contracts, which typically provide for larger management fees, do require us to pay
for certain costs.

Reimbursed Management Contract Expense

Reimbursed management contract expense consists of direct reimbursed costs incurred on behalf of property owners under

a management contract, which is reflected in our cost of parking services.

Gross Profit

Gross profit equals our revenue less the cost of generating such revenue. This is the key metric we use to examine our

performance because it captures the underlying economic benefit to us of both lease contracts and management contracts.

General and Administrative Expenses

General and administrative expenses include salaries, wages, payroll taxes, insurance, travel and office related expenses for

our headquarters, field offices, supervisory employees, chairman of the board and board of directors.

Depreciation and Amortization

Depreciation is determined using a straight-line method over the estimated useful lives of the various asset classes or in the

case of leasehold improvements, over the initial term of the operating lease or its useful life, whichever is shorter. Intangible
assets determined to have finite lives are amortized over their remaining useful life.

Seasonality

During the first quarter of each year, seasonality impacts our performance with regard to moderating revenues, with the
reduced levels of travel most clearly reflected in the parking activity associated with our airport and hotel businesses as well as
increases in certain costs of parking services, such as snow removal, both of which negatively affect gross profit. Although our
revenues and profitability are affected by the seasonality of the business, general and administrative costs are relatively stable
throughout the fiscal year. See Item 6, “Selected Financial Data,” for further information.

Results of Operations

Fiscal 2009 Compared to Fiscal 2008

Segments

An operating segment is defined as a component of an enterprise that engages in business activities from which it may

earn revenue and incur expenses, and about which separate financial information is regularly evaluated by our chief operating
decision maker, in deciding how to allocate resources. Our chief operating decision maker is our president and chief executive
officer.

Our business is managed based on regions administered by executive vice presidents. The following is a summary of

revenues (excluding reimbursed management contract expense) by region for the years ended December 31, 2009 and 2008.
Information related to prior years has been recast to conform to the current regional alignment.

Region One encompasses Delaware, District of Columbia, Florida, Georgia, Illinois, Kansas, Maine, Maryland,

Massachusetts, Minnesota, Missouri, New Hampshire, New Jersey, New York, North Carolina, Ohio, Rhode Island, Tennessee,
Vermont, Virginia, and Wisconsin.

Region Two encompasses our Canadian operations, event and transportation planning, and our technology based parking

and traffic management systems.

Region Three encompasses Arizona, California, Colorado, Hawaii, Louisiana, Nevada, Texas, Utah, Washington, and

Wyoming.

Region Four encompasses all major airport and transportation operations nationwide.

Other consists of ancillary revenue that is not specifically identifiable to a region and reserve adjustments related to prior

years.

28

The following tables present the material factors that impact our financial statements on an operating segment basis.

Segment revenue information is summarized as follows:

Year Ended December 31,

Region One
2009
2008

Region Two Region Three Region Four
2009
2008

2009

2009

2008

2008

Other

Total

Variance

2009

2008

2009

2008 Amount %

Lease contract revenue:

(In millions)

New location . . . . . . . . . . . . . . . . . . . . . . $ 4.4 $ 2.7 $ 2.1 $0.9 $ 2.2 $ — $ 0.6 $ — $ — $ — $ 9.3 $ 3.6 $ 5.7 158.3
(13.0) (76.5)
Contract expirations . . . . . . . . . . . . . . . . . .
2.9
(6.5)
Same location . . . . . . . . . . . . . . . . . . . . . . 60.9
(5.3)
(2.6) (63.4)
0.5
Conversions . . . . . . . . . . . . . . . . . . . . . . .
30.9
2.5
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . 10.3

7.9 — 0.6
63.1
1.9 — — 1.0 — — 2.2 — —
7.7 — — 0.3

4.0
41.6 — — 115.0
1.5
0.4 — — — — 10.6

8.4 — — 0.1
16.1 38.7

1.0
0.5 0.7 14.9

17.0
121.5
4.1
8.1

0.1

Total lease contract revenue . . . . . . . . . . . . . . $79.0 $83.3 $ 2.6 $2.2 $19.4 $24.9 $39.3 $43.8 $ 0.1 $ 0.1 $140.4 $154.3 $(13.9)

(9.0)

Management contract revenue:

New location . . . . . . . . . . . . . . . . . . . . . . $ 4.1 $ 1.7 $ 0.3 $ — $ 7.1 $ 2.7 $ 2.7 $ 0.7 $ — $ — $ 14.2 $ 5.1 $ 9.1 178.4
Contract expirations . . . . . . . . . . . . . . . . . .
(15.9) (70.7)
8.8
Same location . . . . . . . . . . . . . . . . . . . . . . 41.1
8.1
0.1 100.0
Conversions . . . . . . . . . . . . . . . . . . . . . . .
59.8
5.5
Acquisitions . . . . . . . . . . . . . . . . . . . . . . .

6.6
(0.3) 117.7
0.2
0.1 — — —
6.2 — — — — 14.7

0.1 — — — — 0.1
4.1

1.4 — —
(0.4)
29.5

2.1
9.3 3.4 38.6

22.5
108.9
0.1
9.2

7.7
0.5
36.7 29.1

4.0 13.1 — 0.3

3.6 — 7.0

39.6

3.0

Total management contract revenue. . . . . . . . . $53.4 $57.4 $13.2 $3.7 $54.8 $53.4 $32.4 $31.6 $(0.4) $(0.3) $153.4 $145.8 $ 7.6

5.2

Parking services revenue — lease contracts. Lease contract revenue decreased $13.9 million, or 9.0%, to $140.4 million

for the year ended December 31, 2009, compared to $154.3 million in the year-ago period. The decrease resulted primarily
from contract expirations exceeding increases in revenue from new locations, and fewer leased contracts that converted from
management contracts during the current year, partially offset by increases in revenue from our acquisitions. Same location
revenue for those facilities, which as of December 31, 2009 have been operational a minimum of 24 months, decreased 5.3%.
The decrease in same location revenue was due to decreases in short-term parking revenue of $4.3 million, or 5.1%, and a
decrease in monthly parking revenue of $2.2 million, or 5.9%. Revenue associated with contract expirations relates to contracts
that expired during the current period. In addition, we recorded $1.4 million in 2008 related to the Hurricane Katrina settlement,
which was included in contract expirations.

Parking services revenue — management contracts. Management contract revenue increased $7.6 million, or 5.2%, to
$153.4 million for the year ended December 31, 2009, compared to $145.8 million in the year-ago period. The increase resulted
primarily from new locations and acquisitions, which was partially offset by the decrease in revenue from contract expirations.
Same locations revenue for those facilities, which as of December 31, 2009 have been operational a minimum of 24 months,
increased 8.1%. In 2008, we recorded $0.2 million related to the Hurricane Katrina settlement, which was included in contract
expirations.

Reimbursed management contract expense. Reimbursed management contract expenses increased $1.1 million, or 0.3%,

to $401.7 million for the year ended December 31, 2009, compared to $400.6 million in the year-ago period. This increase
resulted from additional reimbursements for costs incurred on behalf of owners.

Regions one, two, three and four recorded a decrease in same location revenue and contract expirations, partially offset by
increases in revenue from new locations. Same location revenue decreased compared to prior year primarily due to a reduction
in short-term and monthly parking revenue. Contract expirations in region three includes the $1.4 million Hurricane Katrina
settlement received in 2008 that did not recur in 2009.

Regions one, two, three and four recorded increases in management contract revenue from new locations compared to the

prior year. Regions one, two and three recorded increases in management contract revenue from same locations and acquisitions
compared to the prior year, primarily due to the addition of new services to existing contracts. These increases were partially
offset by decreases in contract expirations primarily in region one. Revenue associated with contract expirations relates to the
contracts that expired during the current period. Contract expirations in region three includes the $0.2 million Hurricane Katrina
settlement received in 2008 that did not recur in 2009.

29

Segment cost of parking services information is summarized as follows:

Region One

Region Two

Region Three

Region Four

Other

Total

Variance

2009

2008

2009

2008

2009

2008

2009

2008

2009

2008

2009

2008

Amount %

Year Ended December 31,

(In millions)

Cost of parking services lease contracts:

New location. . . . . . . . . . . . . . . . . . . . . . . . $ 4.8 $ 2.7 $1.9 $ 0.9 $ 2.0 $ — $ 0.5 $ — $ — $ — $ 9.2 $ 3.6 $ 5.6 155.6
(10.4) (73.2)
Contract expirations . . . . . . . . . . . . . . . . . . .
2.8
(4.9)
Same location . . . . . . . . . . . . . . . . . . . . . . . 56.1
(4.4)
(2.1) (60.0)
0.5
Conversions . . . . . . . . . . . . . . . . . . . . . . . .
2.6 35.6
9.6
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . .

6.8 — — — — 3.8
7.4 — — 1.0
58.0
106.6
38.5 0.1
14.2 36.4
0.7 13.3
1.8 — — 0.9 — — 1.7 — — 1.4
0.4 — — — — 9.9
6.9 — — 0.3

14.2
111.5
3.5
7.3

0.1

0.7

Total cost of parking services lease contracts . . . $73.8 $76.8 $2.6 $ 1.6 $17.5 $21.4 $36.9 $40.2 $0.1 $ 0.1 $130.9 $140.1 $ (9.2)

(6.6)

Cost of parking services management contracts:

New location. . . . . . . . . . . . . . . . . . . . . . . . $ 1.5 $ 0.7 $0.6 $ — $ 3.6 $ 1.3 $ 1.4 $ 0.5 $ — $ — $ 7.1 $ 2.5 $ 4.6 184.0
0.7 — — 4.6
(7.9) (63.2)
2.9
Contract expirations . . . . . . . . . . . . . . . . . . .
14.2 29.5
62.3
Same location . . . . . . . . . . . . . . . . . . . . . . . 19.0
16.3 — (2.2)
— —
Conversions . . . . . . . . . . . . . . . . . . . . . . . . — — — — — — — — — —
—
4.0 64.5
4.8 — — — — 10.2
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . .

7.9 — 0.1
17.7

1.4
5.3 (0.2) 22.7

0.3
3.8
16.5 15.3

12.5
48.1
—
6.2

2.5 — 5.5

1.4

2.2

Total cost of parking services management

contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . $25.6 $27.7 $8.4 $(0.1) $33.2 $26.4 $17.0 $17.5 $ — $(2.2) $ 84.2 $ 69.3 $ 14.9 21.5

Cost of parking services — lease contracts. Cost of parking services for lease contracts decreased $9.2 million, or 6.6%,

to $130.9 million for the year ended December 31, 2009, compared to $140.1 million in the year-ago period. The decrease
resulted primarily from decreases in costs from contract expirations and fewer locations that converted from management
contracts during the current year, which more than offset the increases in new locations. Same locations costs for those facilities
which as of December 31, 2009 have been operational a minimum of 24 months decreased 4.4%. Same location costs decreased
$4.1 million due to rent expense, primarily as a result of contingent rental payments on the decrease in revenue for same
locations, $0.6 million due to payroll and payroll related and $0.2 million related to other operating costs.

Cost of parking services — management contracts. Cost of parking services for management contracts increased
$14.9 million, or 21.5%, to $84.2 million for the year ended December 31, 2009, compared to $69.3 million in the year-ago
period. The increase resulted from new locations and acquisitions which more than offset the decrease in costs from contract
expirations. There was no impact on costs for those management contracts which converted to a lease contract. Same location
costs for those facilities, which as of December 31, 2009 have been operational a minimum of 24 months, increased 29.5%.
Same location increase in operating expenses for management contracts primarily resulted from negative fluctuations in prior
years insurance reserve adjustments, increases in costs associated with reverse management contracts where we are responsible
for certain expenses in return for a larger management fee, and the cost of providing management services, in addition to
$3.1 million attributable to the tentative settlement and legal fees related to a California labor code case.

Reimbursed management contract expense. Reimbursed management contract expense increased $1.1 million, or 0.3%, to
$401.7 million for the year ended December 31, 2009, compared to $400.6 million in the year-ago period. This increase resulted
from additional reimbursed cost incurred on the behalf of owners.

Regions one, three and four experienced decreases in cost of parking services lease contracts related to same locations.
Same location costs decreased primarily due to decreases in rent expense primarily as a result of contingent rental payments on
the decrease in revenue for same locations and a reduction in payroll and payroll related. Regions one and three experienced
declines in contract expirations. Cost associated with contract expirations related to contracts that expired during the current
period.

Cost of parking services management contracts primarily increased due to costs associated with reverse management
contracts and the cost of providing management services for same and new locations. Included in region three same locations is
$3.1 million attributable to the tentative settlement and legal fees related to a California labor code case recorded in 2009. The
other region amounts in same location costs primarily represent prior year insurance reserve adjustments.

30

Segment gross profit/gross profit percentage information is summarized as follows:

Region One

Region Two

Region Three

Region Four

Other

Total

Variance

2009

2008

2009

2008

2009

2008

2009

2008

2009

2008

2009

2008

Amount %

Year Ended December 31,

(In millions)

Gross profit lease contracts:

New location . . . . . . . . . . . . . . . . . . . $ (0.4) $ — $
Contract expirations . . . . . . . . . . . . . . .
Same location . . . . . . . . . . . . . . . . . . .
Conversions . . . . . . . . . . . . . . . . . . . .
Acquisitions . . . . . . . . . . . . . . . . . . . .

0.5
0.1
4.8
5.1
— 0.1
0.8
0.7

0.2 $ — $ 0.2 $ — $
—

0.6 —
(0.2) — 1.6
— 0.1
— —

—
—

1.6
1.9
—
—

0.1 $ — $ — $ — $
— —
2.3
3.1
— 0.5
— —

0.1
(0.1)
—
—

0.1
(0.1)
—
—

0.1 $ — $ 0.1
2.8
0.2
10.0
8.4
0.6
0.1
0.8
0.7

—
(2.6) (92.9)
(1.6) (16.0)
(0.5) (83.3)
(0.1) (12.5)

Total gross profit lease contracts . . . . . . . . $

5.2 $ 6.5 $ — $

0.6 $ 1.9 $

3.5 $

2.4 $ 3.6 $ — $ — $

9.5 $ 14.2 $(4.7) (33.1)

(Percentages)

Gross profit percentage lease contracts:

New location . . . . . . . . . . . . . . . . . . .
Contract expirations . . . . . . . . . . . . . . .
Same location . . . . . . . . . . . . . . . . . . .
Conversions . . . . . . . . . . . . . . . . . . . .
Acquisitions . . . . . . . . . . . . . . . . . . . .

(9.1) —
6.3
3.4
7.9
8.1
— 5.3
6.8 10.4

9.5
— 9.1
— 100.0 — 19.0
11.8
—
—

(40.0) — 10.7
— 10.0
— —

—
—

— 16.7 —

—
— — 100.0
—
5.9
7.5
—
— 22.7
—
— —

—
100.0
—
—
—

Total gross profit percentage. . . . . . . . . . .

6.6

7.8

— 27.3

9.8

14.1

6.1

8.2

—

—

(In millions)

Gross profit management contracts:

New location . . . . . . . . . . . . . . . . . . . $
Contract expirations . . . . . . . . . . . . . . .
Same location . . . . . . . . . . . . . . . . . . .
Conversions . . . . . . . . . . . . . . . . . . . .
Acquisitions . . . . . . . . . . . . . . . . . . . .

2.6 $ 1.0 $
1.1

5.2
22.1 21.9
0.1 —
1.6
1.9

(0.3) $ — $ 3.5 $
0.2
0.7
3.6 15.9
— —
— 1.5

—
4.0
—
1.1

1.4 $
3.9
20.2
0.1
1.4

1.3 $ 0.2 $ — $ — $
0.2

0.7
13.8 13.2
0.1 —
— —

—
(0.4)
—
—

—
1.9
—
—

1.1
5.0
7.3
6.7
6.6

6.8

—
16.5
8.2
14.6
9.9

9.2

7.1 $
2.0
55.4
0.2
4.5

2.6 $ 4.5 173.1
(8.0) (80.0)
(8.9)
(5.4)
0.1 100.0
50.0
1.5

10.0
60.8
0.1
3.0

Total gross profit management contracts . . . $ 27.8 $29.7 $

4.8 $

3.8 $21.6 $ 27.0 $ 15.4 $14.1 $ (0.4) $

1.9 $ 69.2 $ 76.5 $(7.3)

(9.5)

Gross profit percentage management

contracts:
New location . . . . . . . . . . . . . . . . . . .
Contract expirations . . . . . . . . . . . . . . .
Same location . . . . . . . . . . . . . . . . . . .
Conversions . . . . . . . . . . . . . . . . . . . .
Acquisitions . . . . . . . . . . . . . . . . . . . .

63.4 58.8 (100.0) — 49.3
— 66.7 33.3
27.5 39.7
105.9 41.2
53.8 55.3
100.0 —
46.3 53.3

51.9
50.6
55.0
— — 100.0
22.6
— 21.4

43.0
—
30.6

(Percentages)

—
48.1 28.6
40.0 50.0
—
47.4 44.7 100.0
—
100.0 —
—
— —

(633.3)

51.0
— 50.0
44.4
— 30.3
55.8
47.1
— 100.0 100.0
32.6
— 30.6

Total gross profit percentage. . . . . . . . . . .

52.1 51.7

36.4

102.7 39.4

50.6

47.5 44.6 100.0

(633.3)

45.1

52.5

Gross profit — lease contracts. Gross profit for lease contracts decreased $4.7 million, or 33.1%, to $9.5 million for the
year ended December 31, 2009, compared to $14.2 million in the year-ago period. Gross profit percentage for lease contracts
decreased to 6.8% for the year ended December 31, 2009, compared to 9.2% in the year-ago period. Gross profit lease contracts
decreases on same locations were primarily the result of decreased short-term and monthly parking revenue as described under
parking services revenue leased contracts. Gross profit lease contracts decreases on conversions were primarily the result of
fewer leased contracts that converted from management contracts during the current year.

Gross profit — management contracts. Gross profit for management contracts decreased $7.3 million, or 9.5%, to

$69.2 million for the year ended December 31, 2009, compared to $76.5 million in the year-ago period. Gross profit percentage
for management contracts decreased to 45.1% for the year ended December 31, 2009, compared to 52.5% in the year-ago
period. Gross profit for management contracts decreases were primarily the result of our same locations and our contract
expirations. Gross profit management contracts decreases on same locations were primarily the result of increased costs
resulting from negative fluctuations in prior year insurance reserve adjustments, increases in costs associated with reverse
management contracts where we are responsible for certain expenses in return for a larger management fee, and the cost of
providing management services, in addition to $3.1 million attributable to the tentative settlement and legal fees related to a
California labor code case.

Regions one, two, three and four experienced declines in gross profit lease contracts due to same locations primarily due to

a decline in short-term and monthly parking revenue that exceeded the decline in costs. Region three experienced a decline in
gross profit contract expirations due to the Hurricane Katrina settlement recorded in revenue for 2008 that did not recur in 2009.

Regions three and four experienced declines in gross profit management contracts related to same locations, which is
primarily due to an increase in costs associated with reverse management contracts and the cost of providing management
services, in addition to the tentative settlement and legal fees related to a California labor code case in region three that was

31

recorded in cost of parking services in 2009. Region three experienced a decline in gross profit contract expirations due to the
Hurricane Katrina settlement recorded in revenue in 2008 that did not recur in 2009.

Segment general and administrative expenses information is summarized as follows:

Region One Region Two
2009
2008

2008

2009

December 31,

Region Three
2009
2008

Region Four
2009
2008

Other

Total

Variance

2009

2008

2009

2008 Amount %

(In millions)

General and administrative expenses . . . . . $8.6 $8.9 $2.4 $2.5 $11.5 $11.0 $3.2 $3.1 $19.0 $22.1 $44.7 $47.6 $(2.9) (6.1)

General and administrative expenses. General and administrative expenses decreased $2.9 million, or 6.1%, to $44.7 mil-

lion for the year ended December 31, 2009, compared to $47.6 million in the year-ago period. This decrease resulted from
decreases in net payroll and payroll related expenses of $2.4 million, a decrease in travel of $0.5 million, a decrease in
computer expenses of $0.7 million, an increase in cost recovery of $0.6 million, a decrease of $0.4 million related to
outsourcing fees, decreases in other costs of $0.4 million, which was partially offset by $1.7 million incurred in connection with
the Company’s transfer and secondary offering of its former controlling shareholder’s shares, and $0.4 million related to the
Hurricane Katrina settlement received in 2008 that did not recur in 2009.

General and administrative expenses on a segment basis represent direct administrative costs for each region. The other
region consists primarily of the corporate headquarters. The other region decreased primarily due to payroll and payroll related
expenses, partially offset by fees incurred in connection with the Company’s transfer and secondary offering of its former
controlling shareholder’s shares. Region one decreased primarily due to payroll and payroll related and legal fees, partially
offset by computer expenses. Region two decreased primarily due to payroll and payroll related expenses. Region three
increased primarily due to legal fees, partially offset by the Hurricane Katrina settlement received in 2008 that did not recur in
2009. Region four increased slightly due to payroll and payroll related expenses.

Interest expense.

Interest expense decreased $0.5 million, or 7.7%, to $6.0 million for the year ended December 31, 2009,

as compared to $6.5 million in the year-ago period. This decrease resulted primarily from a decrease in borrowings.

Interest income.
from the year-ago period.

Interest income was $0.3 million for the year ended December 31, 2009 and did not change significantly

Income tax expense.

Income tax expense decreased $3.3 million, or 28.4%, to $8.3 million for the year ended

December 31, 2009, as compared to $11.6 million in the year-ago period. This decrease resulted principally from taxes on
decreased earnings as well as a reduction in our effective tax rate. The effective tax rate for the year ended December 31, 2009
was 36.8% compared to 37.7% for the year-ago period.

Results of Operations

Fiscal 2008 Compared to Fiscal 2007

Segments

The following tables present the material factors that impact our financial statements on an operating segment basis.

Segment revenue information is summarized as follows:

Region One

Region Two

Region Three

Region Four

Other

Total

Variance

2008

2007

2008

2007

2008

2007

2008

2007

2008

2007

2008

2007

Amount %

Year Ended December 31,

(In millions)

Lease contract revenue:

New location . . . . . . . . . . . . . . . . . . . . . . . $ 7.4 $ 2.2 $0.9 $ — $ 1.0 $ 0.3 $ — $ — $ — $ — $
Contract expirations . . . . . . . . . . . . . . . . . .
1.0
Same location . . . . . . . . . . . . . . . . . . . . . . 65.0
2.1
Conversions . . . . . . . . . . . . . . . . . . . . . . . .
7.8
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . .

9.3 $ 2.5 $ 6.8 272.0
(4.7) (53.4)
4.1
3.8 — 0.5
2.9
2.3
41.6 — — 127.6
20.1 41.6
5.1
3.3
2.8 — —
2.2
(3.2) (38.6)
7.2 720.0
8.2
0.2 — — — —

1.1
2.4
3.3
62.3
0.7 20.3
2.2 — — 0.8
0.8 — — 0.4

8.8
124.7
8.3
1.0

0.6
0.7

0.1

0.1

Total lease contract revenue. . . . . . . . . . . . . . . $83.3 $70.8 $2.2 $ 1.8 $24.9 $27.7 $43.8 $44.9 $ 0.1 $ 0.1 $154.3 $145.3 $ 9.0

6.2

Management contract revenue:

New location . . . . . . . . . . . . . . . . . . . . . . . $ 9.7 $ 3.3 $0.3 $ 0.1 $ 7.7 $ 2.3 $ 7.5 $ 2.4 $ — $ — $ 25.2 $ 8.1 $17.1 211.1
(9.4) (53.4)
Contract expirations . . . . . . . . . . . . . . . . . .
Same location . . . . . . . . . . . . . . . . . . . . . . 39.4
12.1
11.1
0.1
0.1
Conversions . . . . . . . . . . . . . . . . . . . . . . . .
50.0
7.3 384.2
3.0
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . .

35.8
0.2 — — 0.2 — — — — —
1.6 — — — —
0.3 — — 6.2

8.2
(2.2) 102.9
0.3
9.2

0.3 — —
21.9 (0.3)

5.3
0.1
33.2 24.0

5.2 12.5 — (0.5)

2.9
3.1 36.4

17.6
91.8
0.2
1.9

3.4

Total management contract revenue . . . . . . . . . $57.4 $52.1 $3.7 $ 2.7 $53.4 $42.4 $31.6 $24.6 $(0.3) $(2.2) $145.8 $119.6 $26.2

21.9

32

Parking services revenue — lease contracts. Lease contract revenue increased $9.0 million, or 6.2%, to $154.3 million for

the year ended December 31, 2008, compared to $145.3 million in the year-ago period. The increase resulted primarily from
our acquisitions, revenue from new locations exceeding decreases in revenue from contract expirations and fewer leased
contracts that converted from management contracts during the current year. Same location revenue for those facilities, which as
of December 31, 2008 have been operational a minimum of 24 months, increased 2.3%. Revenue associated with contract
expirations relates to contracts that expired during the current period. In addition, we recorded $1.4 million in 2008 related to
the Hurricane Katrina settlement, which was included in contract expirations.

Parking services revenue — management contracts. Management contract revenue increased $26.2 million, or 21.9%, to

$145.8 million for the year ended December 31, 2008, compared to $119.6 million in the year-ago period. The increase resulted
primarily from new locations and acquisitions which more than offset the decrease in revenue from contract expirations. Same
locations revenue for those facilities, which as of December 31, 2008 have been operational a minimum of 24 months, increased
12.1%. In addition, we recorded $0.2 million related to the Hurricane Katrina settlement, which was included in contract
expirations.

Reimbursed management contract expense. Reimbursed management contract expenses increased $43.8 million, or
12.3%, to $400.6 million for the year ended December 31, 2008, compared to $356.8 million in the year-ago period. This
increase resulted from additional reimbursements for costs incurred on behalf of owners.

Regions one, two and three recorded an increase in new location leases, and region one experienced increases in same

location revenue at a rate that approximated our average. The client base for region four currently prefers the structure of
management contracts to lease contracts, therefore no new lease contracts were operational in 2008 and 2007.

Regions one, two, three and four recorded management contract new business revenue that exceeded any decreases in
revenue from contract expirations. Same location revenue increased in region one due to several contracts adding ancillary
services.

Segment cost of parking services information is summarized as follows:

Region One

Region Two

Region Three

Region Four

Other

Total

Variance

2008

2007

2008

2007

2008

2007

2008

2007

2008

2007

2008

2007

Amount %

Year Ended December 31,

(In millions)

Cost of parking services lease contracts:

New location . . . . . . . . . . . . . . . . . . . . . . $ 7.2 $ 2.1 $ 0.9 $ — $ 0.9 $ 0.3 $ — $ — $ — $ — $
Contract expirations . . . . . . . . . . . . . . . . . .
Same location . . . . . . . . . . . . . . . . . . . . . .
Conversions . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions . . . . . . . . . . . . . . . . . . . . . . .

2.8 — 0.4 — 0.3
37.9
18.4 38.5
0.1
3.1
2.4 — —
1.7
0.2 — — — —

1.0
0.8 18.3
1.9 — — 0.8
0.7 — — 0.4

1.0
59.7 56.4
2.0
6.9

9.0 $ 2.4 $ 6.6 275.0
(3.8) (65.5)
2.0
4.2
(0.4) 117.3
3.7
(2.9) (39.2)
4.5
6.4 711.1
7.3

2.9 — (0.6)
0.7

5.8
113.1
7.4
0.9

Total cost of parking services lease contracts . . $76.8 $64.0 $ 1.6 $ 0.2 $21.4 $24.8 $40.2 $40.7 $ 0.1 $(0.1) $140.1 $129.6 $10.5

8.1

Cost of parking services management

contracts:
New location . . . . . . . . . . . . . . . . . . . . . . $ 5.6 $ 2.4 $ 0.1 $ — $ 3.4 $ 1.0 $ 6.0 $ 2.3 $ — $ — $ 15.1 $ 5.7 $ 9.4 164.9
0.4 — —
(5.6) (52.8)
Contract expirations . . . . . . . . . . . . . . . . . .
Same location . . . . . . . . . . . . . . . . . . . . . .
33.2
10.7
(4.6)
9.5 (2.2)
— 0.1 —
Conversions . . . . . . . . . . . . . . . . . . . . . . . — — — — 0.1 — — — — —
5.0 416.7
1.2
1.2 — — — —
Acquisitions . . . . . . . . . . . . . . . . . . . . . . .

6.9 — 0.7
(0.2)

1.4 — — — 4.8

0.2
2.6
13.7 11.3

3.5
17.2 13.4

1.3
0.2 16.8

5.0
42.9
0.1
6.2

10.6
32.2

Total cost of parking services management

contracts . . . . . . . . . . . . . . . . . . . . . . . . . . $27.7 $22.7 $(0.1) $ 0.9 $26.4 $18.5 $17.5 $12.2 $(2.2) $(4.6) $ 69.3 $ 49.7 $19.6

39.4

Cost of parking services — lease contracts. Cost of parking services for lease contracts increased $10.5 million, or 8.1%,

to $140.1 million for the year ended December 31, 2008, compared to $129.6 million in the year-ago period. The increase
resulted primarily from new locations and acquisitions which more than offset the decreases in costs from contract expirations
and fewer locations that converted from management contracts during the current year. Same locations costs for those facilities
which as of December 31, 2008 have been operational a minimum of 24 months increased 3.7%. Same location rent expense
for lease contracts increased primarily as a result of contingent rental payments on the increase in revenue for same locations.
The increase in other operating costs for lease contracts primarily result from increases in snow removal costs and garage
supplies.

Cost of parking services — management contracts. Cost of parking services for management contracts increased
$19.6 million, or 39.4%, to $69.3 million for the year ended December 31, 2008, compared to $49.7 million in the year-ago

33

period. The increase resulted primarily from new locations and acquisitions which more than offset the decrease in costs from
contract expirations. There was no impact on costs for those management contracts which converted to a lease contract. Same
location costs for those facilities, which as of December 31, 2008 have been operational a minimum of 24 months, increased
33.2%. Same location increase in operating expenses for management contracts primarily result from increases in snow removal
costs and garage supplies.

Reimbursed management contract expense. Reimbursed management contract expense increased $43.8 million, or 12.3%,

to $400.6 million for the year ended December 31, 2008, compared to $356.8 million in the year-ago period. This increase
resulted from additional reimbursed cost incurred on the behalf of owners.

Region one has the highest proportion of lease contracts and this region covers states that are impacted to a greater extent

by weather related costs such as snow removal costs, which are our responsibility.

Regions one, three and four experienced same location increases in cost that approximated the aggregate amount, with no

significant variances between them. The other region amounts in same location costs primarily represent prior year insurance
reserve adjustments.

Segment lease contract gross profit/gross profit percentage information is summarized as follows:

Region One

Region Two

2008

2007

2008

2007

Gross profit lease contracts:

Region Three
2008
2007

Year Ended December 31,
Region Four
2008

2007
(In millions)

Other

Total

Variance

2007

2008

2007 Amount %

2008

New location . . . . . . . . . . . . . . $ 0.2 $ 0.1 $ — $ — $ 0.1 $ — $ — $ — $ — $ — $ 0.3 $ 0.1 $ 0.2 200.0
(0.9) (30.0)
1.0
1.4
Contract expirations . . . . . . . . .
(1.3) (11.2)
2.0
Same location . . . . . . . . . . . . .
1.7
— — 0.2
Conversions . . . . . . . . . . . . . .
(0.3) (33.3)
0.8 800.0
— — —
Acquisitions . . . . . . . . . . . . . .

0.6
1.7
— (0.1)
—
—

(0.2)
2.1
0.4 10.3
— 0.6
— 0.9

— 0.1
3.7
3.1
0.5
0.4
—
—

0.1
(0.1)
—
—

3.0
11.6
0.9
0.1

0.4
5.9
0.3
0.1

—
5.3
0.1
0.9

Total gross profit lease contracts . . $ 6.5 $ 6.8 $ 0.6 $ 1.6 $ 3.5 $ 2.9 $

3.6 $ 4.2

— $

0.2 $14.2 $ 15.7 $(1.5)

(9.6)

Gross profit percentage lease

contracts:
New location . . . . . . . . . . . . . .
Contract expirations . . . . . . . . .
Same location . . . . . . . . . . . . .
Conversions . . . . . . . . . . . . . .
Acquisitions . . . . . . . . . . . . . .

2.7
4.5
— 12.1
9.5
8.2
13.6
4.8
12.5
11.5

—
100.0

— 10.0 —
26.3
58.3
9.9
8.5
— — 6.1
— — —

154.5
— (14.3)
—
—

(Percentages)

—
—
— 20.0
8.9
7.5
14.3
22.7
—
—

—
100.0
—
—
—

— 3.2
(200.0) 51.2
— 8.1
— 11.8
— 11.0

Total gross profit percentage . . . . .

7.8

9.6

27.3

88.9

14.1

10.5

8.2

9.4

— 200.0

9.2

Gross profit management

(In millions)

4.0
34.1
9.3
10.8
10.0

10.8

contracts:
New location . . . . . . . . . . . . . . $ 4.1 $ 0.9 $ 0.2 $ 0.1 $ 4.3 $ 1.3 $
1.7
Contract expirations . . . . . . . . .
22.2
Same location . . . . . . . . . . . . .
0.1
Conversions . . . . . . . . . . . . . .
1.6
Acquisitions . . . . . . . . . . . . . .

2.7
1.6
2.9 19.6
19.5
— 0.1 —
0.4
— 1.4

— (1.2)
3.6
—
—

5.6
22.4
0.2
0.3

1.5 $ 0.1 $ — $ — $10.1 $ 2.4 $ 7.7 320.8
(3.8) (54.3)
(0.1)
0.7
12.7
0.4
—
0.2 —
—
2.3 328.6
0.7
—

— 3.2
2.4 60.0
— 0.2
— 3.0

(0.1)
12.4
—
—

—
1.9
—
—

7.0
59.6

Total gross profit management

contracts . . . . . . . . . . . . . . . . . $ 29.7 $ 29.4 $ 3.8 $ 1.8 $27.0 $23.9 $ 14.1 $ 12.4 $

1.9 $

2.4 $76.5 $ 69.9 $ 6.6

9.4

(Percentages)

Gross profit percentage

management contracts:
New location . . . . . . . . . . . . . .
Contract expirations . . . . . . . . .
Same location . . . . . . . . . . . . .
Conversions . . . . . . . . . . . . . .
Acquisitions . . . . . . . . . . . . . .

42.3
32.7
56.3
100.0
53.3

27.3
44.8
62.6
100.0
100.0

66.7

100.0
— 240.0
93.5

56.5
20.0
55.8
50.9 (100.0)
55.2
52.9
53.8
58.7
—
— 50.0 —
—
25.0
— 22.6

4.2
(33.3)
56.6
—
—

—
—

— 40.1
— 39.0
(633.3) (109.1) 58.3
— 66.7
— 32.6

—
—

29.6
39.8
64.9
100.0
36.8

105.9
—
—

Total gross profit percentage . . . . .

51.7

56.4

102.7

66.7

50.6

56.4

44.6

50.4

(633.3) (109.1) 52.5

58.4

34

Gross profit — lease contracts. Gross profit for lease contracts decreased $1.5 million, or 9.6%, to $14.2 million for the
year ended December 31, 2008, compared to $15.7 million in the year-ago period. Gross profit percentage for lease contracts
decreased to 9.2% for the year ended December 31, 2008, compared to 10.8% in the year-ago period. Gross profit lease
contracts decreases on same locations were primarily the result of increases in other operating costs as described under the cost
of parking services lease contracts. Gross profit percentage on acquisitions were higher than our average for lease contracts
however, were not sufficient to offset the decline in same locations.

Gross profit — management contracts. Gross profit for management contracts increased $6.6 million, or 9.4%, to

$76.5 million for the year ended December 31, 2008, compared to $69.9 million in the year-ago period. Gross profit percentage
for management contracts decreased to 52.5% for the year ended December 31, 2008, compared to 58.4% in the year-ago
period. Gross profit for management contracts increases were primarily the result of our new locations and our acquisitions.
Gross profit percentage on same locations accounted for most of the decline on a percentage basis.

Gross profit for lease contracts for regions one and four experienced declines in same location profit primarily due to the

increase in operating costs.

Gross profit for management contracts increased in regions one, two, three and four primarily due to the addition of new

locations and gross margin from same locations being comparable to the prior year. In addition, acquisitions were a positive
contributor to our results. The other region declined in gross profit percentage due to changes in prior years insurance reserve
activity.

Segment general and administrative expenses information is summarized as follows:

December 31,

Region One Region Two Region Three Region Four
2008 2007 2008 2007
2007

2007

2008

2008

Other

Total

Variance

2008

2007

2008

2007 Amount %

General and administrative expenses . . . . . . . . . . . . . $8.9 $7.8 $2.5 $2.6 $11.0 $11.8 $3.1 $3.0 $22.1 $19.6 $47.6 $44.8 $2.8 6.2

(In millions)

General and administrative expenses. General and administrative expenses increased $2.8 million, or 6.2%, to $47.6 mil-

lion for the year ended December 31, 2008, compared to $44.8 million in the year-ago period. This increase resulted from
increases in payroll and payroll related expenses of $1.7 million, increases resulting from acquisitions of $1.2 million and a
$0.1 decrease in other operating expenses, which included $0.4 million from the Hurricane Katrina settlement.

General and administrative expenses on a segment basis represent direct administrative costs for each region. The other

region consists primarily of the corporate headquarters. The increase in region one is due primarily to our investment in
additional business development infrastructure.

Interest expense.

Interest expense decreased $0.6 million, or 8.5%, to $6.5 million for the year ended December 31, 2008,
as compared to $7.1 million in the year-ago period. This decrease resulted primarily from the decrease in the borrowing rate on
our senior credit facility.

Interest income.

Interest income decreased $0.4 million, or 66.7%, to $0.2 million for the year ended December 31, 2008,

as compared to $0.6 million in the year-ago period. This decrease resulted from reduction of repayments received in 2007 for
interest bearing guarantor payments related to Bradley International Airport.

Income tax expense.

Income tax expense increased $0.3 million, or 2.7%, to $11.6 million for the year ended

December 31, 2008, as compared to $11.3 million in the year-ago period. This increase resulted from taxes on increased
earnings partially offset by a reduction in our effective tax rate. The effective tax rate for the year ended December 31, 2008
was 37.9% compared to 39.3% for the year-ago period.

35

Unaudited Quarterly Results

The following table sets forth our unaudited quarterly consolidated statement of income data for the years ended

December 31, 2009 and December 31, 2008. The unaudited quarterly information has been prepared on the same basis as the
annual financial information and, in management’s opinion, includes all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the information for the quarters presented. Historically, our revenues and operating
results have varied from quarter to quarter and are expected to continue to fluctuate in the future. These fluctuations have been
due to a number of factors, including: general economic conditions in our markets; additions of contracts; expiration and
termination of contracts; conversion of lease contracts to management contracts; conversion of management contracts to lease
contracts and changes in terms of contracts that are retained. The operating results for any historical quarter are not necessarily
indicative of results for any future period.

March 31

2009 Quarters Ended
June 30

September 30 December 31 March 31

2008 Quarters Ended
June 30

September 30 December 31

(Unaudited)

($ in thousands)

(Unaudited)

Parking services revenue:
Lease contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Management contracts . . . . . . . . . . . . . . . . . . . . . . . .
Reimbursed management contract expense . . . . . . . . . . .

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of parking services:
Lease contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management contracts . . . . . . . . . . . . . . . . . . . . . . . .
Reimbursed management contract expense . . . . . . . . . . .

Total cost of parking services. . . . . . . . . . . . . . . . . . . .
Gross profit:
Lease contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management contracts . . . . . . . . . . . . . . . . . . . . . . . .

Total gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expense (income):
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income before income taxes . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net income (loss) attributable to noncontrolling

interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

34,700 $
38,293
102,558

35,687 $
37,311
97,595

35,576 $
39,266
97,480

34,478 $
38,512
104,038

37,694 $
35,880
99,451

40,003 $
36,415
99,317

38,634 $
36,858
101,919

37,980
36,675
99,934

175,551

170,593

172,322

177,028

173,025

175,735

177,411

174,589

32,949
20,391
102,558

32,932
19,938
97,595

32,899
20,696
97,480

32,117
23,142
104,038

34,893
17,046
99,451

34,711
18,162
99,317

35,506
16,510
101,919

34,948
17,567
99,934

155,898

150,465

151,075

159,297

151,390

152,190

153,935

152,449

1,751
17,902

19,653
12,761
1,487

5,405

1,436
(67)

1,369
4,036
1,574

2,462

2,755
17,373

20,128
10,320
1,413

8,395

1,528
(95)

1,433
6,962
2,692

4,270

2,677
18,570

21,247
11,295
1,582

8,370

1,546
(54)

1,492
6.878
2,654

4,224

2,361
15,370

17,731
10,331
1,346

6,054

1,502
(52)

1,450
4,604
1,345

3,259 $

2,801
18,834

21,635
11,411
1,371

8,853

1,518
(42)

1,476
7,377
2,978

4,399

5,292
18,253

23,545
12,029
1,579

9,937

1,086
(41)

1,045
8,892
3,612

3,128
20,348

23,476
12,017
1,539

9,920

1,777
(106)

1,671
8,249
3,144

5,280 $

5,105 $

3,032
19,108

22,140
12,162
1,570

8,408

2,095
16

2,111
6,297
1,888

4,409

64

42

38

(21)

122

3

(4)

27

Net income attributable to Standard Parking Corporation . . $

2,398 $

4,228 $

4,186 $

3,280 $

4,277 $

5,277 $

5,109 $

4,382

Common stock data:
Common stock data(1):
Net income per share:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.15 $
0.15

0.28 $
0.27

0.27 $
0.27

0.21 $
0.21

0.24 $
0.23

0.29 $
0.29

0.30 $
0.29

0.27
0.27

Weighted average shares outstanding:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15,296,282 15,251,310
15,628,952 15,601,643

15,277,601
15,696,136

15,346,452
15,755,494

18,122,846 17,891,155
18,534,770 18,265,653

17,244,932
17,694,208

16,041,375
16,430,630

(1) Share and per share amounts have been retroactively adjusted for the effect of the 2-for-1 stock split in January 2008. See

Note A for additional information.

36

Liquidity and Capital Resources

Outstanding Indebtedness

On December 31, 2009, we had total indebtedness of approximately $113.2 million, a decrease of $11.9 million from

December 31, 2008. The $113.2 million includes:

• $109.9 million under our senior credit facility; and

• $3.3 million of other debt including capital lease obligations and obligations on seller notes and other indebtedness.

We believe that our cash flow from operations, combined with additional borrowing capacity under our senior credit
facility, which amounted to $15.8 million at December 31, 2009, will be sufficient to enable us to pay our indebtedness, or to
fund other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before their respective
maturities. We believe that we will be able to refinance our indebtedness on commercially reasonable terms.

Senior Credit Facility

On July 15, 2008, we amended and restated our credit facility.

The $210.0 million revolving senior credit facility will expire in July 2013. The revolving senior credit facility includes a

letter of credit sub-facility with a sublimit of $50.0 million.

Our revolving senior credit facility bears interest, at our option, at either (1) LIBOR plus an applicable LIBOR margin of
between 2.00% and 3.50% depending on the ratio of our total funded indebtedness to our EBITDA from time to time (“Total
Debt Ratio”) or (2) the Base Rate (as defined below) plus an applicable Base Rate Margin of between 0.50% and 2.00%
depending on our Total Debt Ratio. We may elect interest periods of one, two, three or six months for LIBOR based
borrowings. The Base Rate is the greater of (i) the rate publicly announced from time to time by Bank of America, N.A. as its
“prime rate,” or (ii) the overnight federal funds rate plus 0.50%.

Our senior credit facility includes a fixed charge ratio covenant, a total debt to EBITDA ratio covenant, a limit on our

ability to incur additional indebtedness, issue preferred stock or pay dividends, and certain other restrictions on our activities.
We are required to repay borrowings under our senior credit facility out of the proceeds of future issuances of debt or equity
securities and asset sales, subject to certain customary exceptions. Our senior credit facility is secured by substantially all of our
assets and all assets acquired in the future (including a pledge of 100% of the stock of our existing and future domestic
guarantor subsidiaries and 65% of the stock of our existing and future foreign subsidiaries).

We are in compliance with all of our financial covenants.

At December 31, 2009, we had $16.9 million of letters of credit outstanding under the senior credit facility, borrowings

against the senior credit facility aggregated $109.9 million and we had $15.8 million available under the senior credit facility.

Interest Rate Cap Transactions

We do not enter into derivative instruments for any purpose other than cash flow hedging purposes.

In 2006 we entered into an interest rate cap transaction with Bank of America, which allowed us to limit our exposure on a

portion of our borrowings under our senior credit facility. Under the rate cap transaction, we received payments from Bank of
America each quarterly period to the extent that the prevailing three month LIBOR during that period exceeded our cap rate of
5.75%. The rate cap transaction capped our LIBOR interest rate on a notional amount of $50.0 million at 5.75% for a total of
36 months. The rate cap transaction began as of August 4, 2006 and was settled each quarter on a date that coincided with our
quarterly interest payment dates under our senior credit facility. This rate cap transaction was classified as a cash flow hedge,
and we calculated the effectiveness of the hedge on a quarterly basis. The ineffective portion of the cash flow hedge was
recognized in current period earnings as an increase of interest expense.

Total changes in the fair value of the rate cap transaction for the twelve months ended December 31, 2009 were

immaterial. The rate cap transaction expired on August 4, 2009.

Stock Repurchases

In July 2008 our Board of Directors authorized us to repurchase shares of our common stock, on the open market or
through private purchases, up to $60.0 million in aggregate. As of December 31, 2008, $22.9 million remained available for
repurchase under this authorization.

During the first quarter of 2009, we repurchased 93,600 shares from third-party shareholders at an average price of $18.23

per share, including average commissions of $0.03 per share, on the open market. Our former majority shareholder sold

37

119,701 shares to us in the first quarter of 2009 at an average price of $18.20 per share. The total value of the first quarter
transactions was $3.9 million. We retired 200,650 shares during the first quarter of 2009 and retired the remaining 12,651 shares
in April 2009.

We did not make any share repurchases in the second, third, and fourth quarters of 2009.

As of December 31, 2009, $19.0 million remained available for repurchase under the July 2008 authorization by the Board

of Directors.

Letters of Credit

At December 31, 2009, we have provided letters of credit totaling $16.5 million to our casualty insurance carriers to

collateralize our casualty insurance program.

As of December 31, 2009, we provided $0.4 million in letters of credit to collateralize other obligations.

Deficiency Payments

Pursuant to our obligations with respect to the parking garage operations at Bradley International Airport, we are required

to make certain payments for the benefit of the State of Connecticut and for holders of special facility revenue bonds. The
deficiency payments represent contingent interest bearing advances to the trustee to cover operating cash flow requirements. The
payments, if any, are recorded as a receivable by us for which we are reimbursed from time to time as provided in the trust
agreement. As of December 31, 2009, we have a receivable of $9.6 million, comprised of cumulative deficiency payments to
the trustee, net of reimbursements. We believe these advances to be fully recoverable and therefore have not recorded a
valuation allowance for them. We do not guarantee the payment of any principal or interest on any debt obligations of the State
of Connecticut or the trustee.

We made deficiency payments (net of repayments received) of $3.6 million in the year ended December 31, 2009

compared to deficiency payments (net of repayments received) of $1.8 million made in the year ended December 31, 2008. We
did not receive deficiency repayments from the trustee for interest or premium income in the year ended December 31, 2009
compared to $18 thousand received for premium income in the year ended December 31, 2008 (See Note O to our consolidated
financial statements).

Capital Leases

We incurred no new capital lease obligations for the years ended December 31, 2009 and 2008.

Lease Commitments

We have minimum lease commitments of $31.1 million for fiscal 2010. The leased properties generate sufficient cash flow

to meet the base rent payment.

Daily Cash Collections

As a result of day-to-day activity at our parking locations, we collect significant amounts of cash. Lease contract revenue is
generally deposited into our local bank accounts, with a portion remitted to our clients in the form of rental payments according
to the terms of the leases. Under management contracts, some clients require us to deposit the daily receipts into one of our
local bank accounts, with the cash in excess of our operating expenses and management fees remitted to the clients at negotiated
intervals. Other clients require us to deposit the daily receipts into client accounts and the clients then reimburse us for
operating expenses and pay our management fee subsequent to month-end. Some clients require a segregated account for the
receipts and disbursements at locations. Our working capital and liquidity may be adversely affected if a significant number of
our clients require us to deposit all parking revenues into their respective accounts.

Our liquidity also fluctuates on an intra-month and intra-year basis depending on the contract mix and timing of significant

cash payments. Additionally, our ability to utilize cash deposited into our local accounts is dependent upon the availability and
movement of that cash into our corporate account. For all these reasons, from time to time, we carry a significant cash balance,
while also utilizing our senior credit facility.

Net Cash Provided by Operating Activities

Our primary sources of funds are cash flows from operating activities and changes in working capital. Net cash provided

by operating activities totaled $21.8 million for 2009, compared to $29.6 million for 2008. Cash provided during 2009 included
$27.5 million from operations which was offset by a net decrease in working capital of $5.7 million The decrease in working
capital resulted primarily from an increase in notes and accounts receivable by $1.9 million which primarily related to an

38

increase in business from new locations and our acquisitions, an increase in other assets by $1.8 million which primarily related
to an increase in the cash surrender values related to the non-qualified deferred compensation plan and deposits, an increase in
prepaid assets by $2.2 million which primarily related to increases in prepaid insurance and prepaid taxes, an increase in
accounts payable by $2.0 million which primarily resulted from the timing on payments to our clients and new business that are
under management contracts as described under “Daily Cash Collections”, and a decrease in accrued liabilities by $1.8 million
which primarily related to a settlement of a payout accrued for a prior year acquisition.

Our primary sources of funds are cash flows from operating activities and changes in working capital. Net cash provided

by operating activities totaled $29.6 million for 2008, compared to $36.7 million for 2007. Cash provided during 2008 included
$34.4 million from operations which was offset by a net decrease in working capital of $4.8 million. The decrease in working
capital resulted primarily from an increase in notes and accounts receivable by $4.8 million which primarily related to an
increase in business from new locations and our acquisitions, an increase in other assets by $3.0 million which primarily related
to deposits made in conjunction with new business proposals that are refundable and advances to clients for their facility
improvements that are reimbursed to us over a contractual term, an increase in accounts payable by $3.5 million which
primarily resulted from the timing on payments to our clients and new business that are under management contracts as
described under “Daily Cash Collections”, and a decrease in accrued liabilities by $1.0 million which primarily related to
accrued rent that decreased due to conversions to management contracts, new contract terms that lowered the contingency rent
amount for a higher fixed amount and timing of payment obligations.

Net Cash Used in Investing Activities

Net cash used in investing activities totaled $7.1 million in 2009 compared to $13.0 million in 2008. Cash used in investing

activities for 2009 included business acquisitions of $2.5 million, capital expenditures of $3.5 million for capital investments
needed to secure and/or extend lease facilities, investment in information system enhancements and infrastructure, cost of
contract purchases of $0.9 million and $0.3 million for contingent payments on previously acquired contracts, which was
partially offset by $0.1 million of proceeds from the sale of assets.

Net cash used in investing activities totaled $13.0 million in 2008 compared to $10.7 million in 2007. Cash used in

investing activities for 2008 included business acquisitions of $6.3 million, capital expenditures of $6.3 million for capital
investments needed to secure and/or extend lease facilities, investment in information system enhancements and infrastructure,
cost of contract purchases of $0.6 million and $0.1 million for contingent payments on previously acquired contracts, which was
partially offset by $0.3 million of proceeds from the sale of assets.

Net Cash Used in Financing Activities

Net cash used in financing activities totaled $15.0 million in 2009 compared to $16.2 million in 2008. Cash used in
financing activities for 2009 included $3.9 million used to repurchase our common stock, $1.0 million used for payments on
capital leases, $10.8 million use for payments on senior credit facility, $0.1 million used for payments on other long-term
borrowings, $.1 million distributed to noncontrolling interest, offset by $0.4 million in proceeds from the exercise of stock
options and $0.5 million in excess tax benefits related to stock option exercises.

Net cash used in financing activities totaled $16.2 million in 2008 compared to $25.9 million in 2007. Cash used in
financing activities for 2008 included $60.0 million used to repurchase our common stock, $2.3 million used for payments of
debt issuance costs, $1.6 million used for payments on capital leases, $0.1 million used for payments on other long-term
borrowings $0.2 million on distributions to noncontrolling interest, offset by $46.4 million in proceeds from our senior credit
facility, $0.7 million in proceeds from the exercise of stock options and $0.9 million in excess tax benefits related to stock
option exercises.

Cash and Cash Equivalents

We had cash and cash equivalents of $8.3 million at December 31, 2009, compared to $8.3 million at December 31, 2008
and $8.5 million at December 31, 2007. The cash balances reflect our ability to utilize funds deposited into our local accounts
and which based upon availability, timing of deposits and the subsequent movement of that cash into our corporate accounts
may result in significant changes to our cash balances.

39

Summary Disclosures about Contractual Obligations and Commercial Commitments

The following summarizes certain of our contractual obligations at December 31, 2009 and the effect such obligations are
expected to have on our liquidity and cash flow in future periods. The nature of our business is to manage parking facilities. As
a result, we do not have significant short-term purchase obligations.

Payments Due by Period

Total

Less than
1 Year

Long-term debt(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $127,586
109,343
Operating leases(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,212
Capital leases(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities(4) . . . . . . . . . . . . . . . . . . . . . . . . . . .
29,151
16,884
Letters of credit(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,798
31,073
574
7,947
5,988

1 - 3 Years
(In thousands)
$121,947
55,057
1,638
12,908
9,489

$
412
12,135
—
2,670
996

Total(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $285,176

$50,380

$201,039

$16,213

$
429
11,078
—
5,626
411

$17,544

4 - 5 Years

After 5 Years

(1) Represents principal amounts and interest. See Note F to our consolidated financial statements.

(2) Represents minimum rental commitments, excluding contingent rent provisions under all non-cancelable leases.

(3) Represents principal amounts and interest on capital lease obligations. See Note M to our consolidated financial statements.

(4) Represents deferred compensation, customer deposits, insurance claims, obligation related to acquisitions, sales tax on capi-

tal leases and deferred partnership fees.

(5) Represents amount of currently issued letters of credit at their maturities.

(6) $109.9 million in long-term debt and $16.9 million of letters of credit are subject to a variable interest rate. The interest rate

used to estimate future interest payment subject to variable debt included in our table is 3.21%, which represents the
weighted average interest rate on our variable debt in effect as of December 31, 2009.

In addition we made contingent earnout payments of $0.3 million, $0.3 million and $0.1 million for the years ended 2009,
2008 and 2007, respectively. We made deficiency payments related to Bradley of $3.6 million, $2.2 million and $0.7 million for
the years ended 2009, 2008 and 2007, respectively. No amounts have been included on the above schedule related to those
payments for future periods as the amounts, if any, are not presently determinable.

Critical Accounting Policies

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” discusses our consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States
of America. Accounting estimates are an integral part of the preparation of the financial statements and the financial reporting
process and are based upon current judgments. The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reported period. Certain accounting estimates are particularly sensitive
because of their complexity and the possibility that future events affecting them may differ materially from our current
judgments and estimates.

This listing of critical accounting policies is not intended to be a comprehensive list of all of our accounting policies. In

many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally
accepted in the United States of America, with no need for management’s judgment regarding accounting policy. We believe
that of our significant accounting policies, the following may involve a higher degree of judgment and complexity:

Impairment of Long-Lived Assets and Goodwill

As of December 31, 2009, our net long-lived assets were comprised primarily of $17.2 million of property, equipment and

leasehold improvements and $12.9 million of contract and lease rights. In accounting for our long-lived assets, other than
goodwill, we apply the provisions of the guidance related to accounting for the impairment of long-lived assets and long —
lived assets to be disposed of. We account for goodwill and other intangible assets under the provisions of the guidance related
to goodwill and other intangible assets. As of December 31, 2009, we had $126.9 million of goodwill.

The determination and measurement of an impairment loss under these accounting standards require the significant use of
judgment and estimates. The determination of fair value of these assets utilizes cash flow projections that assume certain future
revenue and cost levels, assumed discount rates based upon current market conditions and other valuation factors, all of which

40

involve the use of significant judgment and estimation. For the years ended December 31, 2009 and 2008 we were not required
to record any impairment charges related to long-lived assets or to goodwill. Future events may indicate differences from our
judgments and estimates which could, in turn, result in impairment charges in the future. Future events that may result in
impairment charges include increases in interest rates, which would impact discount rates, unfavorable economic conditions or
other factors which could decrease revenues and profitability of existing locations and changes in the cost structure of existing
facilities. Factors that could potentially have an unfavorable economic effect on our judgments and estimates include, among
others: changes imposed by governmental and regulatory agencies, such as property condemnations and assessment of parking-
related taxes; construction or other events that could change traffic patterns; and terrorism or other catastrophic events.

Insurance Reserves

We purchase comprehensive casualty insurance (including, without limitation, general liability, automobile liability, garage-

keepers legal liability, worker’s compensation and umbrella/excess liability insurance) covering certain claims that arise in
connection with our operations. Under our various liability and workers’ compensation insurance policies, we are obligated to
reimburse the insurance carrier for the first $250,000 of any loss. As a result, we are, in effect, self-insured for all claims up to
the deductible levels. We apply the provisions of the guidance related to accounting for contingencies, in determining the timing
and amount of expense recognition associated with claims against us. The expense recognition is based upon our determination
of an unfavorable outcome of a claim being deemed as probable and reasonably estimated, as defined in the guidance related to
accounting for contingencies. This determination requires the use of judgment in both the estimation of probability and the
amount to be recognized as an expense. We utilize historical claims experience along with regular input from third party
insurance advisors and actuaries in determining the required level of insurance reserves. Future information regarding historical
loss experience may require changes to the level of insurance reserves and could result in increased expense recognition in the
future.

Allowance for Doubtful Accounts

We report accounts receivable, net of an allowance for doubtful accounts, to represent our estimate of the amount that
ultimately will be realized in cash. Management reviews the adequacy of its allowance for doubtful accounts on an ongoing
basis, using historical collection trends, aging of receivables, and a review of specific accounts, and makes adjustments in the
allowance as necessary. Changes in economic conditions or other circumstances could have an impact on the collection of
existing receivable balances or future allowance considerations.

Income Taxes

We use the asset and liability method to account for income taxes, in accordance with the guidance related to accounting
for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted tax rates to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. We have certain federal net operating loss carry
forwards which expire between 2022 and 2024. Our ability to fully utilize these net operating losses to offset taxable income is
limited due to the change in ownership resulting from the initial public offering (Internal Revenue Code Section 382). We
consider a number of factors in our assessment of the recoverability of our net operating loss carryforwards including their
expiration dates, the limitations imposed due to the change in ownership as well as future projections of income. Future changes
in our operating performance along with these considerations may significantly impact the amount of net operating losses
ultimately recovered, and our assessment of their recoverability.

Legal and Other Contingencies

We are subject to litigation in the normal course of our business. The outcomes of legal proceedings and claims brought

against us and other loss contingencies are subject to significant uncertainty. We accrue a charge against income when our
management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of
loss can be reasonably estimated. In addition, we accrue for the authoritative judgments or assertions made against us by
government agencies at the time of their rendering regardless of our intent to appeal. In determining the appropriate accounting
for loss contingencies, we consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as
our ability to reasonably estimate the amount of loss. We regularly evaluate current information available to us to determine
whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount
of a loss or a range of loss involves significant judgment.

41

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rates

Our primary market risk exposure consists of risk related to changes in interest rates. We use a variable rate senior credit
facility to finance our operations. This facility exposes us to variability in interest payments due to changes in interest rates. If
interest rates increase, interest expense increases and conversely, if interest rates decrease, interest expense also decreases. We
believe that it is prudent to limit the exposure of an increase in interest rates.

We do not enter into derivative instruments for any purpose other than cash flow hedging purposes.

In 2006 we entered into an interest rate cap transaction with Bank of America, which allowed us to limit our exposure on a

portion of our borrowings under our senior credit facility. Under the rate cap transaction, we received payments from Bank of
America each quarterly period to the extent that the prevailing three month LIBOR during that period exceeded our cap rate of
5.75%. The rate cap transaction capped our LIBOR interest rate on a notional amount of $50.0 million at 5.75% for a total of
36 months. The rate cap transaction began as of August 4, 2006 and was settled each quarter on a date that coincided with our
quarterly interest payment dates under our senior credit facility. This rate cap transaction was classified as a cash flow hedge,
and we calculated the effectiveness of the hedge on a quarterly basis. The ineffective portion of the cash flow hedge was
recognized in current period earnings as an increase of interest expense.

Total changes in the fair value of the rate cap transaction for the twelve months ended December 31, 2009 were

immaterial. The rate cap transaction expired on August 4, 2009.

Our $210.0 million senior credit facility provides for a $210.0 million variable rate revolving facility. In addition, the credit

facility includes a letter of credit sub-facility with a sublimit of $50.0 million and swing line sub-facility with a sublimit of
$10.0 million. Interest expense on such borrowing is sensitive to changes in the market rate of interest. If we were to borrow the
entire $220.0 million available under the facility, a 1% increase in the average market rate would result in an increase in our
annual interest expense of $2.20 million.

This amount is determined by considering the impact of the hypothetical interest rates on our borrowing cost, but does not

consider the effects of the reduced level of overall economic activity that could exist in such an environment. Due to the
uncertainty of the specific changes and their possible effects, the foregoing sensitivity analysis assumes no changes in our
financial structure.

Foreign Currency Risk

Our exposure to foreign exchange risk is minimal. All foreign investments are denominated in U.S. dollars, with the
exception of Canada. We had approximately $0.9 million of Canadian dollar denominated cash instruments at December 31,
2009. We had no Canadian dollar denominated debt instruments at December 31, 2009. We do not hold any hedging instruments
related to foreign currency transactions. We monitor foreign currency positions and may enter into certain hedging instruments
in the future should we determine that exposure to foreign exchange risk has increased.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this Item are attached to and are hereby incorporated into this report.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this annual report, our chief executive officer, chief financial officer, and corporate
controller carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as
such term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon their
evaluation, our chief executive officer, chief financial officer, and corporate controller concluded that our disclosure controls and
procedures were adequate and effective and designed to ensure that material information relating to us (including our
consolidated subsidiaries) required to be disclosed by us in the reports we file under the Exchange Act is recorded, processed,
summarized and reported within the required time periods.

Changes in Internal Controls Over Financial Reporting

There were no significant changes in our internal controls over financial reporting or any other factors that could

significantly affect these controls subsequent to the date of the evaluation referred to above.

42

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rule 13a-15(f). Our internal control system is designed to provide reasonable assurance to our
management and board of directors regarding the preparation and fair presentation of published financial statements. Under the
supervision and with the participation of our management, including our chief executive officer, chief financial officer and
corporate controller, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on
the framework in Internal Control-Integrated Framework, issued by the Committee on Sponsoring Organization of the Treadway
Commission (“COSO Framework”). Based on our evaluation under the COSO Framework, our management concluded that our
internal control over financial reporting was effective as of December 31, 2009.

The effectiveness of our internal control over financial reporting as of December 31, 2009 has been audited by Ernst &
Young LLP, an independent registered certified public accounting firm, as stated in their attestation report, which is included
herein.

Limitations of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that

the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no
evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required by this item with respect to our directors and compliance by our directors, executive officers and
certain beneficial owners of our common stock with Section 16(a) of the Exchange Act is incorporated by reference to all
information under the captions entitled “Board and Corporate Governance Matters” and “Section 16(a) Beneficial Ownership
Reporting Compliance” from our Proxy Statement.

Executive Officers of the Registrant

The table below sets forth certain information as of March 1, 2010 regarding our executive officers of the Company, each
of whom is elected by and serves at the pleasure of the Board of Directors. The business experience shown for each officer has
been his principal occupation for at least the past five years.

Name

Age

Position

James A. Wilhelm . . . . . . . . . . . . . .
G. Marc Baumann . . . . . . . . . . . . . .
Thomas L. Hagerman . . . . . . . . . . .
Gerard M. Klaisle . . . . . . . . . . . . . .
John Ricchiuto . . . . . . . . . . . . . . . .
Robert N. Sacks . . . . . . . . . . . . . . .
Edward E. Simmons . . . . . . . . . . . .
Steven A. Warshauer . . . . . . . . . . . .
Michael K. Wolf . . . . . . . . . . . . . . .

President; Chief Executive Officer; Director

56
54 Executive Vice President; Chief Financial Officer; Treasurer
49 Executive Vice President; Chief Operating Officer
56 Executive Vice President; Chief Human Resource Officer
52 Executive Vice President of Operations
57 Executive Vice President; General Counsel and Secretary
60 Executive Vice President of Operations
55 Executive Vice President of Operations
60 Executive Vice President; Chief Administrative Officer; Associate

General Counsel

James A. Wilhelm has served as our president since September 2000 and as our chief executive officer and a director since

October 2001. Mr. Wilhelm served as our executive vice president-operations from March 1998 to September 1999, and he
served as our senior executive vice president and chief operations officer from September 1999 to August 2000. Mr. Wilhelm
joined the predecessors of Standard Parking Corporation in 1985, serving as executive vice president beginning in January 1998.
Prior to March 1998, Mr. Wilhelm was responsible for managing the Midwest and Western Regions, which included parking
facilities in Chicago and sixteen other cities throughout the United States and Canada. Mr. Wilhelm received his B.A. degree
from Northeastern Illinois University in 1976.

G. Marc Baumann has served as our executive vice president, chief financial officer and treasurer since October 2000.
Prior to his appointment as our chief financial officer, Mr. Baumann was chief financial officer for Warburtons Ltd. in Bolton,
England from January 1993 to October 2000. Mr. Baumann is a certified public accountant and a member of both the American
Institute of Certified Public Accountants and the Illinois CPA Society. He received his B.S. degree in 1977 from Northwestern
University and his M.B.A. degree from the Kellogg School of Management at Northwestern University in 1979.

43

Thomas L. Hagerman has served as our executive vice president and chief operating officer since October 2007. He also

served as our executive vice president of operations from July 2004 through September 2007, and as a senior vice president
from March 1998 through June 2004. He received his B.A. degree in marketing from The Ohio State University in 1984, and a
B.A. degree in business administration and finance from Almeda University in 2004.

Gerard M. Klaisle has served as our executive vice president and chief human resource officer since February 2010. He
served as our senior vice president — human resources from April 2005 through January 2010. Prior to joining our company,
Mr. Klaisle was senior vice president of human resources for USF Corporation, a trucking and logistics company, from April
2001 through December 2004. Prior to joining USF Corporation, Mr. Klaisle served 18 years with Midas, Inc. where he rose
from director of labor relations to senior vice president, human resources. Mr. Klaisle earned a B.S. degree from LeMoyne
College in 1975 and his M.B.A. from Loyola University in Chicago in 1979.

John Ricchiuto has served as our executive vice president of operations since December 2002. Mr. Ricchiuto joined

APCOA, Inc. in 1980 as a management trainee. He served as vice president of Airport Properties Central from 1993 until 1994,
and as senior vice president of Airport Properties Central and Eastern United States from 1994 until 2002. Mr. Ricchiuto
received his B.S. degree from Bowling Green University in 1979.

Robert N. Sacks has served as our executive vice president of general counsel and secretary since March 1998. Mr. Sacks
joined APCOA, Inc. in 1988, and served as general counsel and secretary since 1988, as vice president, secretary, and general
counsel from 1989, and as senior vice president, secretary and general counsel from 1997 to March 1998. Mr. Sacks received
his B.A. degree, cum laude, from Northwestern University in 1976 and, in 1979, received his J.D. degree from Suffolk
University where he was a member of the Suffolk University Law Review.

Edward E. Simmons has served as our executive vice president of operations since August 1999 and as senior vice

president of operations from May 1998 to July 1999. Prior to joining our Company, Mr. Simmons was president, chief executive
officer and co-founder of Executive Parking, Inc. Mr. Simmons is currently a member of the National Parking Association and
the International Parking Institute. Mr. Simmons is a past executive board member of the Parking Association of California.

Steven A. Warshauer has served as our executive vice president of operations since March 1998. Mr. Warshauer joined the

Standard Companies in 1982, initially serving as vice president, then becoming senior vice president. Mr. Warshauer received
his B.S. Degree from the University of Northern Colorado in 1976 with a major in Accounting.

Michael K. Wolf has served as our executive vice president, chief administrative officer and associate general counsel since

March 1998. Mr. Wolf served as senior vice president and general counsel of Standard Parking from 1990 to January 1998.
Mr. Wolf received his B.A. degree in 1971 from the University of Pennsylvania and in 1974 received his J.D. degree from
Washington University, where he served as an editor of the Washington University Law Quarterly and was elected to the Order
of the Coif.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to all information under the caption entitled
“Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation,” and “Director
Compensation,” included in our Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

STOCKHOLDER MATTERS.

The information required by this item is incorporated by reference to all information under the caption entitled “Security

Ownership-Beneficial Ownership of Directors and Executive Officers” and “Security Ownership-Beneficial Ownership of More
Than Five Percent of Common Stock” included in our Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference to all information under the caption “Transactions with

Related Persons and Control Persons” and “Board and Corporate Governance Matters” included in our Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this item is incorporated by reference to all information under the caption “Audit Committee

Disclosure” included in our Proxy Statement.

44

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

PART IV

(a) Financial Statements and Schedules

1. Financial Statements

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting . . . . . . . . . . . . .
Audited Consolidated Financial Statements:

Consolidated Balance Sheets as of December 31, 2009 and 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
For the years ended December 31, 2009, 2008 and 2007:

Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

51
52

53

54
55
56
57

2. Financial Statement Schedule

Schedule II — Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

78

All other schedules are omitted since the required information is not present or is not present in amounts sufficient to
require submission of the schedule, or because the information required is included in the consolidated financial statements or
the notes thereto.

45

Exhibit
Number

3.1

3.1.1

3.2

4.1

10.1

10.2

10.3

10.4

10.5+

10.5.1+

10.5.2+

10.6+

10.6.1+

10.6.2+

10.6.3+

10.6.4+

10.6.5+

10.6.6+

10.7+

10.8+

Exhibit Listing

Description

Second Amended and Restated Certificate of Incorporation of the Company filed on June 2, 2004 (incorporated by
reference to exhibit 3.1 of the Company’s Annual Report on Form 10-K filed on March 13, 2009).
Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company effective
as of January 7, 2008 (incorporated by reference to exhibit 3.1.1 of the Company’s Annual Report on Form 10-K
filed on March 13, 2009).
Fourth Amended and Restated Bylaws of the Company dated January 1, 2010 (incorporated by reference to
exhibit 3.1 of the Company’s Current Report on Form 8-K filed on January 27, 2010).
Specimen common stock certificate (incorporated by reference to exhibit 4.1 of Amendment No. 2 to the
Company’s Registration Statement on Form S-1, File No. 333-112652, filed on May 18, 2004).
Amended and Restated Credit Agreement dated July 15, 2008 among the Company, various financial institutions,
Bank of America, N.A., and Wells Fargo, N.A. (incorporated by reference to exhibit 10.1 of the Company’s Current
Report on Form 8-K field on July 18, 2008).
Rate Cap Transaction Letter Agreement dated March 1, 2010 betweeen the Company and Wells Fargo (incorporated
by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K filed on March 8, 2010).
Rate Cap Transaction Letter Agreement dated March 1, 2010 between the Company and Fifth Third (incorporated
by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K filed on March 8, 2010.
Consulting Agreement dated May 15, 2006 by and among the Company, D&E Parking, Inc. and Dale G. Stark
(incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 17, 2006).
Employment Agreement dated as of March 30, 1998 between the Company and Myron C. Warshauer (incorporated
by reference to exhibit 10.6 of the Company’s Registration Statement on Form S-4, File No. 333-50437, filed on
April 17, 1998).
First Amendment to Employment Agreement dated July 7, 2003 between the Company and Myron C. Warshauer
(incorporated by reference to exhibit 10.4.1 of the Company’s Annual Report on Form 10-K filed for December 31,
2004).
Amendment to Employment Agreement dated as of May 10, 2004 between the Company and Myron C. Warshauer
(incorporated by reference to exhibit 10.4.2 of the Company’s Annual Report on Form 10-K filed for December 31,
2004).
Employment Agreement dated as of March 26, 1998 between the Company and Michael K. Wolf (incorporated by
reference to exhibit 10.12 of the Company’s Registration Statement on Form S-4, File No. 333-50437, filed on
April 17, 1998).
Amendment to Employment Agreement dated as of June 19, 2000 between the Company and Michael K. Wolf
(incorporated by reference to exhibit 10.5.1 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Second Amendment to Employment Agreement dated as of December 6, 2000, between the Company and Michael
K. Wolf, (incorporated by reference to exhibit 10.22 to the Company’s Annual Report on Form 10-K filed for
December 31, 2000).
Third Amendment to Employment Agreement dated April 1, 2002 between the Company and Michael K. Wolf
(incorporated by reference to exhibit 10.19.3 to the Company’s Annual Report on Form 10-K filed for
December 31, 2002).
Fourth Amendment to Employment Agreement dated December 31, 2003 between the Company and Michael K.
Wolf (incorporated by reference to exhibit 10.5.4 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Fifth Amendment to Employment Agreement dated December 18, 2008 between the Company and Michael K.
Wolf (incorporated by reference to exhibit 10.5.5 of the Company’s Annual Report on Form 10-K filed on
March 13, 2009).
Sixth Amendment to Employment Agreement dated January 28, 2009 between the Company and Michael K. Wolf
(incorporated by reference to exhibit 10.3 of the Company’s Current Report on Form 8-K filed on February 3,
2009).
Amended and Restated Executive Employment Agreement dated as of January 28, 2009 between Company and
James A. Wilhelm (incorporated by reference to exhibit 10.3 of the Company’s Current Report of Form 8-K filed
on February 3, 2009).
Employment Agreement dated May 18, 1998 between the Company and Robert N. Sacks (incorporated by
reference to exhibit 10.24 of the Company’s Annual Report on Form 10-K filed for December 31, 2001).

46

Exhibit
Number

Description

10.9+

10.10+

10.8.5+

10.8.2+

10.8.3+

10.8.1+

10.8.4+

10.9.1+

First Amendment to Employment Agreement dated as of November 7, 2001 between the Company and Robert N.
Sacks (incorporated by reference to exhibit 10.25 of the Company’s Annual Report on Form 10-K filed for
December 31, 2001).
Second Amendment to Employment Agreement dated as of August 1, 2003 between the Company and Robert N.
Sacks (incorporated by reference to exhibit 10.7.2 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Third Amendment to Employment Agreement dated as of April 1, 2005 between the Company and Robert N. Sacks
(incorporated by reference to exhibit 10.7.3 of the Company’s Annual Report on Form 10-K filed on March 13,
2009).
Fourth Amendment to Employment Agreement dated as of December 29, 2008 between the Company and Robert
N. Sacks (incorporated by reference to exhibit 10.7.4 of the Company’s Annual Report on Form 10-K filed on
March 13, 2009).
Fifth Amendment to Employment Agreement dated as of January 28, 2009 between the Company and Robert N.
Sacks (incorporated by reference to exhibit 10.7.5 of the Company’s Annual Report on Form 10-K filed on
March 13, 2009).
Amended and Restated Executive Employment Agreement dated as of December 1, 2002 between the Company
and John Ricchiuto (incorporated by reference to exhibit 10.22.2 of the Company’s Annual Report on Form 10-K
filed for December 31, 2002).
First Amendment to Amended and Restated Executive Employment Agreement dated as of April 11, 2005, between
the Company and John Ricchiuto (incorporated by reference to exhibit 10.3 of the Company’s Current Report on
Form 8-K filed on March 7, 2005).
Amended and Restated Employment Agreement dated March 1, 2005, between the Company and Steven A.
Warshauer (incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K filed on
March 7, 2005).
Amended and Restated Executive Employment Agreement dated as of May 18, 2006 between the Company and
Edward E. Simmons (incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K filed
on May 24, 2006).
Amended and Restated Employment Agreement between the Company and G. Marc Baumann dated as of
October 1, 2001 (incorporated by reference to exhibit 10.27 to the Company’s Annual Report on Form 10-K filed
for December 31, 2001).
First Amendment to Amended and Restated Employment Agreement between the Company and G. Marc Baumann
dated as of December 29, 2008 (incorporated by reference to exhibit 10.11.1 of the Company’s Annual Report on
Form 10-K filed on March 13, 2009).
Second Amendment to Amended and Restated Employment Agreement between the Company and G. Marc
Baumann dated as of January 28, 2009 (incorporated by reference to exhibit 10.2 of the Company’s Current Report
on Form 8-K filed on February 3, 2009).
Amended and Restated Executive Employment Agreement dated as of March 1, 2005, between the Company and
Thomas L. Hagerman (incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K
filed on March 7, 2005).
First Amendment to Amended and Restated Executive Employment Agreement dated October 1, 2007 between the
Company and Thomas Hagerman (incorporated by reference to exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q filed for September 30, 2007).
10.14*+
Executive Employment Agreement dated March 15, 2005 between the Company and Gerard M. Klaisle.
10.14.1*+ First Amendment to Amended and Restated Executive Employment Agreement dated December 29, 2008 between

10.12.1+

10.13.1+

10.12.2+

10.12+

10.13+

10.11+

10.15+

10.15.1+

10.16+

10.16.1+

the Company and Gerard M. Klaisle.
Long-Term Incentive Plan dated as of May 1, 2004 (incorporated by reference to exhibit 10.12 of Amendment
No. 1 to the Company’s Registration Statement on Form S-1, File No. 333-112652, filed on May 10, 2004).
Long-Term Incentive Plan Amendment effective as of April 22, 2008 (incorporated by reference to Appendix B of
the Company’s 2008 Proxy on Form DEF 14A, filed on April 1, 2008).
Form of Amended and Restated Stock Option Award Agreement between the Company and an optionee
(incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 21,
2005).
Form of First Amendment to the Amended and Restated Stock Option Award Agreement between the Company
and an optionee (incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K filed on
November 21, 2005).

47

Exhibit
Number

10.17

10.17.1

10.18

10.18.1

10.19

10.20

10.21

10.22

10.22.1

10.22.2

10.22.3

10.23+

10.23.1+

10.24

10.25

10.25.1

10.26

10.27

Description

Consulting Agreement dated as of October 16, 2001 between the Company and Shoreline Enterprises, LLC
(incorporated by reference to exhibit 10.36 of the Company’s Annual Report on Form 10-K filed for December 31,
2001).
Amendment to Consulting Agreement dated as of May 10, 2004 between the Company and Shoreline Enterprises,
LLC (incorporated by reference to exhibit 10.14.1 of the Company’s Annual Report on Form 10-K filed for
December 31, 2004).
Executive Parking Management Agreement dated as of May 1, 1998 by and among the Company, D&E Parking,
Edward E. Simmons and Dale G. Stark (incorporated by reference to exhibit 10.32 of the Company’s Annual
Report on Form 10-K filed for December 31, 2002).
First Amendment to Executive Parking Management Agreement dated as of August 1, 1999 by and among the
Company, D&E Parking, Edward E. Simmons and Dale G. Stark (incorporated by reference to exhibit 10.32.1 to
the Company’s Annual Report on Form 10-K filed for December 31, 2002).
Consulting Agreement effective as of May 1, 2007 by and among the Company, D&E Parking, Inc. and Dale G.
Stark (incorporated by reference to exhibit 10.17 of the Company’s Annual Report on Form 10-K for December 31,
2007).
Property Management Agreement dated as of September 1, 2003 between the Company and Paxton Plaza, LLC
(incorporated by reference to exhibit 10.19 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Property Management Agreement dated as of September 1, 2003 between the Company and Infinity Equities, LLC
(incorporated by reference to exhibit 10.20 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Agreement of Lease dated as of June 4, 1998 between the Company and LaSalle National Bank, as successor
trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank. (incorporated by reference to
exhibit 10.21 of the Company’s Registration Statement on Form S-1, File No. 333-112652, filed on February 10,
2004).
First Amendment to Agreement of Lease dated as of May 1, 1999 between the Company and LaSalle National
Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank
(incorporated by reference to exhibit 10.21.1 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Second Amendment to Agreement of Lease dated as of July 27, 2000 between the Company and LaSalle National
Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank
(incorporated by reference to exhibit 10.21.2 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Third Amendment to Agreement of Lease dated as of September 11, 2003 between the Company and LaSalle
National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank
(incorporated by reference to exhibit 10.21.3 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Consulting Agreement dated as of March 1, 2004 between the Company and Gunnar E. Klintberg (incorporated by
reference to exhibit 10.24 of Amendment No. 1 to the Company’s Registration Form S-1, File No. 333-112652,
filed on May 10, 2004).
First Amendment to Consulting Agreement dated March 15, 2006 between the Company and Gunnar E. Klintberg
(incorporated by reference to exhibit 10.24.1 of the Company’s Current Report on Form 8-K filed on March 16,
2006).
Form of Property Management Agreement (incorporated by reference to exhibit 10.30 of the Company’s Annual
Report on Form 10-K filed on March 10, 2006).
Form of Standard Parking Corporation Restricted Stock Unit Agreement dated as of July 1, 2008 (incorporated by
reference to exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 2, 2008).
First Amendment to Form of Standard Parking Corporation Restricted Stock Unit Agreement (incorporated by
reference to exhibit 10.1 of the Company’s Current Report on Form 8-K as filed on August 6, 2009).
Guaranty Agreement of APCOA/Standard Parking, Inc. dated as of March 2000 to and for the benefit of the State
of Connecticut, Department of Transportation (incorporated by reference to exhibit 10.27 of the Company’s Annual
Report on Form 10-K filed on March 13, 2009).
Construction, Financing and Operating Special Facility Lease Agreement dated as of March 2000 between the State
of Connecticut Department of Transportation and APCOA Bradley Parking Company, LLC (incorporated by
reference to exhibit 10.28 of the Company’s Annual Report on Form 10-K filed on March 13, 2009).

48

Exhibit
Number

10.28

10.29

10.29.1

10.30*

14.1

21.1*
23*
31.1*

31.2*

31.3*

32*

Description

Trust Indenture dated March 1, 2000 between State of Connecticut and First Union National Bank as Trustee
(incorporated by reference to exhibit 10.29 of the Company’s Annual Report on Form 10-K filed on March 13,
2009).
Registration Rights Agreement dated June 2, 2004 between the Company and Steamboat, as amended to Join
additional financial institutions as parties on May 15, 2009 (incorporated by reference to exhibit 10.2 of the
Company’s Current Report on Form 8-K as filed on May 18, 2009).
Amendment No. 1 to Registration Rights Agreement, dated as of November 9, 2009, by and among the Company,
and GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Special Situations
Overseas Benefit Plan Fund Ltd., GSO Capital Opportunities Fund LP, and CML VII, LLC (incorporated by
reference to exhibit 10.1 of the Company’s Current Report of Form 8-K filed on November 12, 2009).
Restrictive Covenants and Release Agreement effective as of August 31, 2009 between the Company and A. Petter
Østberg.
Code of Ethics (incorporated by reference to exhibit 14.1 of the Company’s Annual Report on Form 10-K for
December 31, 2002).
Subsidiaries of the Company.
Consent of Independent Registered Public Accounting Firm dated as of March 12, 2010.
Section 302 Certification dated March 12, 2010 for James A. Wilhelm, Director, President and Chief Executive
Officer (Principal Executive Officer).
Section 302 Certification dated March 12, 2010 for G. Marc Baumann, Executive Vice President, Chief Financial
Officer and Treasurer (Principal Financial Officer).
Section 302 Certification dated March 12, 2010 for Daniel R. Meyer, Senior Vice President Corporate Controller
and Assistant Treasurer (Principal Accounting Officer and Duly Authorized Officer).
Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, dated March 12, 2010.

* Filed herewith.

+ Management contract or compensation plan, contract or arrangement.

49

INDEX TO HISTORICAL FINANCIAL STATEMENTS

Standard Parking Corporation
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of December 31, 2009 and 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income for each of the three years in the period ended December 31, 2009 . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2009. . . . . .
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2009 . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

51
52
53
54
55
56
57

50

The Board of Directors and Stockholders of Standard Parking Corporation

Report of Independent Registered Public Accounting Firm

We have audited Standard Parking Corporation’s internal control over financial reporting as of December 31, 2009, based

on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the COSO criteria). Standard Parking Corporation’s management is responsible for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting
included in the accompanying Form 10-K. Our responsibility is to express an opinion on the company’s internal control over
financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Standard Parking Corporation maintained, in all material respects, effective internal control over financial

reporting as of December 31, 2009, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),

the consolidated balance sheets of Standard Parking Corporation as of December 31, 2009, and 2008, and the related
consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended
December 31, 2009, and our report dated March 12, 2010 expressed an unqualified opinion thereon.

Chicago, Illinois
March 12, 2010

/S/ ERNST & YOUNG LLP

51

The Board of Directors and Stockholders of Standard Parking Corporation

Report of Independent Registered Public Accounting Firm

We have audited the accompanying consolidated balance sheets of Standard Parking Corporation (Company) as of

December 31, 2009 and 2008, and the related consolidated statements of income, stockholders’ equity, and cash flows for each
of the three years in the period ended December 31, 2009. Our audits also included the financial statement schedule listed in
the Index at Item 15. These financial statements and schedule are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial
position of Standard Parking Corporation at December 31, 2009 and 2008, and the consolidated results of its operations and its
cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted
accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As described in Note A to the consolidated financial statements, effective January 1, 2009 the Company adopted ASC
810-10-45, “Consolidation — Other Presentation Matters” relating to the presentation and accounting for noncontrolling interest.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),

Standard Parking Corporation’s internal control over financial reporting as of December 31, 2009, based on criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
and our report dated March 12, 2010, expressed an unqualified opinion thereon.

Chicago, Illinois
March 12, 2010

/S/ ERNST & YOUNG LLP

52

STANDARD PARKING CORPORATION

CONSOLIDATED BALANCE SHEETS

December 31,

2009

2008

(In thousands, except
for share and per share
data)

Current assets:

ASSETS

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,256
44,490
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes and accounts receivable, net
5,401
Prepaid expenses and supplies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,457
Deferred taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements, equipment and construction in progress, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets:

Advances and deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible and other assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of contracts, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

61,604
17,175

4,904
10,325
6,765
12,879
126,853

161,726

$ 8,301
45,198
2,496
3,253

59,248
17,542

4,433
6,680
6,916
10,872
123,550

152,451

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $240,505

$229,241

Current liabilities:

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 48,502
3,905
Accrued rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,710
Compensation and payroll withholdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,038
Property, payroll and other taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,185
Accrued insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,318
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
Current portion of obligations under senior credit facility and other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
534
Current portion of capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term borrowings, excluding current portion:

Obligations under senior credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stockholders’ equity:

Common stock, par value $.001 per share; 21,300,000 shares authorized; 15,385,428 and 16,110,781 shares issued

and outstanding as of December 31, 2009, and 2008, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock, at cost, 627,423 shares as of December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Standard Parking Corporation Stockholder’s equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

82,320
8,151

109,850
1,522
1,177

112,549
22,808

15
91,793
313
—
(77,372)

14,749
(72)

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14,677

$ 46,446
4,279
9,331
2,891
6,840
8,075
120
948

78,930
3,305

120,600
2,091
1,305

123,996
22,052

16
103,541
85
(11,161)
(91,464)

1,017
(59)

958

Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $240,505

$229,241

See Notes to Consolidated Financial Statements.

53

STANDARD PARKING CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 31,
2008
(In thousands, except for share and per share data)

2009

2007

Parking services revenue:

Lease contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reimbursed management contract expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

140,441
153,382
401,671

695,494

$

154,311
145,828
400,621

700,760

$

145,327
119,612
356,782

621,721

Costs and expenses:

Cost of parking services:

Lease contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reimbursed management contract expense . . . . . . . . . . . . . . . . . . . . . . . . . .

Total cost of parking services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gross profit:

Lease contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expenses (income):

Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net income attributable to noncontrolling interest . . . . . . . . . . . . . . . . . . . .

130,897
84,167
401,671

616,735

9,544
69,215

78,759
44,707
5,828

667,270
28,224

6,012
(268)

5,744
22,480
8,265

14,215
123

140,058
69,285
400,621

609,964

14,253
76,543

90,796
47,619
6,059

663,642
37,118

6,476
(173)

6,303
30,815
11,622

19,193
148

129,550
49,726
356,782

536,058

15,777
69,886

85,663
44,796
5,335

586,189
35,532

7,056
(610)

6,446
29,086
11,267

17,819
446

Net income attributable to Standard Parking Corporation . . . . . . . . . . . . . . . . . . .

$

14,092

$

19,045

$

17,373

Common stock data:
Net income per share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average shares outstanding:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

0.92
0.90

$
$

1.10
1.07

$
$

0.92
0.90

15,292,412
15,683,525

17,325,235
17,731,473

18,831,667
19,289,076

(1) Non-cash stock based compensation expense of $2,292, $1,509 and $463 for the years ended December 31, 2009, 2008 and

2007, respectively, is included in general and administrative expenses.

See Notes to Consolidated Financial Statements.

54

STANDARD PARKING CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Common Stock(1)

Number of
Shares

Per Share
Par Value

Additional
Additional
Paid-In
Capital

Accumulated
Other
Other
Comprehensive
Income (Loss)

Treasury Stock

Number of
Shares

Amount

Accumulated
Deficit

Noncontrolling
Interest

Total

$ 41,220
17,819
272
71

18,162
(20,947)
(1,172)
996
—
74
107
282
1,030
(394)

$ 39,358
19,193
(490)
93

18,796
(48,863)
(11,161)
722
355
107

991
1
878
(226)

958
14,215
228

14,443
(3,885)
415
220
51

2,046
30
535
(136)

(394)

$ 19
148

(226)

$ (59)
123

(136)

Balance (deficit) at December 31, 2006 . . . . . . . . . . . . . . . . . . . 19,243,598
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . .
Revaluation of interest rate cap . . . . . . . . . . . . . . . . . . . . . . . .

(In thousands, except for share and per share data)

$19

$169,624

$ 139

32,200 $

(647) $(127,882)
17,373

$ (33)
446

272
71

Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase and retirement of common stock . . . . . . . . . . . . . . . (1,130,642)
Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . .
Issuance of restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock issued under the long-term incentive plan . . . . . . .
Stock-based compensation related to restricted stock. . . . . . . . . . .
Non-cash stock-based compensation expense . . . . . . . . . . . . . . .
Tax benefit from exercise of stock options . . . . . . . . . . . . . . . . .
Distribution to noncontrolling interest . . . . . . . . . . . . . . . . . . . .

228,654 —
25,849 —
3,849 —

(1)

(21,593)

(32,200)
48,474

647
(1,172)

Balance (deficit) at December 31, 2007 . . . . . . . . . . . . . . . . . . . 18,371,308
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . .
Revaluation of interest rate cap . . . . . . . . . . . . . . . . . . . . . . . .

$18

$150,520

$ 482

48,474 $ (1,172) $(110,509)
19,045

(490)
93

Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase and retirement of common stock . . . . . . . . . . . . . . . (2,429,993)
Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . .
Issuance of stock grants . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation related to long-term incentive plan . . . . .
Non-cash stock-based compensation related to restricted stock

152,182 —
17,284 —

units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash stock-based compensation expense . . . . . . . . . . . . . . .
Tax benefit from exercise of stock options . . . . . . . . . . . . . . . . .
Distribution to noncontrolling interest . . . . . . . . . . . . . . . . . . . .

(2)

(50,033)

(48,474)
627,423

1,172
(11,161)

996

74
107
282
1,030

722
355
107

991
1
878

Balance (deficit) at December 31, 2008 . . . . . . . . . . . . . . . . . . . 16,110,781
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . .

$16

$103,541

$ 85

627,423 $(11,161) $ (91,464)
14,092

228

Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase and retirement of common stock . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . .
Issuance of stock grants . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation related to long-term incentive plan . . . . .
Non-cash stock-based compensation related to restricted stock

units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash stock-based compensation expense . . . . . . . . . . . . . . .
Tax benefit from exercise of stock options . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
Distribution to noncontrolliing interest

(1)
(843,540)
105,896 —
12,291 —

(15,045)
415
220
51

2,046
30
535

(627,423)

11,161

Balance (deficit) at December 31, 2009 . . . . . . . . . . . . . . . . . . . 15,385,428

$15

$ 91,793

$ 313

— $

— $ (77,372)

$ (72)

$ 14,677

See Notes to Consolidated Financial Statements.

55

STANDARD PARKING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

2009

Year Ended December 31,
2008
(In thousands, except for share and per
share data)

2007

Operating activities
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operations:

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss (gain) on sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write off of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for losses on accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit related to stock option exercises . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Changes in operating assets and liabilities:

Notes and accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing activities
Purchase of leasehold improvements and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from the sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of contracts purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contingent purchase payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing activities
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Payments on) proceeds from senior credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments on long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution to noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments on capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax benefit related to stock option exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . .

(Decrease) increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 14,215

$ 19,193

$ 17,819

5,460
332
640
2,292
—
376
(535)
4,642

(1,860)
(2,244)
(1,798)
2,028
(1,787)

5,475
525
449
1,509
13
513
(878)
7,644

(4,831)
386
(3,020)
3,505
(928)

5,187
(474)
275
463
—
626
(1,030)
8,945

(3,106)
(473)
(2,171)
9,389
1,217

21,761

29,555

36,667

(3,486)
58
(2,450)
(934)
(268)

(6,303)
264
(6,318)
(566)
(64)

(4,517)
165
(6,202)
—
(102)

(7,080)

(12,987)

(10,656)

415
(3,885)
(10,750)
(120)
(136)
(30)
(983)
535

(14,954)
228

(45)
8,301

722
(60,024)
46,450
(139)
(226)
(2,352)
(1,550)
878

(16,241)
(492)

(165)
8,466

996
(22,119)
(2,900)
(130)
(394)
(73)
(2,285)
1,030

(25,875)
272

408
8,058

Cash and cash equivalents at end of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 8,256

$ 8,301

$ 8,466

Cash paid for:

Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 5,951
2,938

$ 8,686
2,564

$ 7,240
1,145

See Notes to Consolidated Financial Statements.

56

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2009, 2008 and 2007
(In thousands except share and per share data)

Note A. Significant Accounting Policies

Standard Parking Corporation (which may be referred to as “Standard”, the “Company”, “we”, “us” or “our”), and its

subsidiaries and affiliates is a leading national provider of parking facility management, ground transportation and other
ancillary services. The Company, with approximately 12,000 employees, manages approximately 2,100 facilities, containing
over one million parking spaces in approximately 335 cities across the United States and four Canadian provinces, including
parking-related and shuttle bus operations serving 63 airports.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and joint
ventures in which the Company has more than 50% ownership interest. Noncontrolling interest recorded in the consolidated
statements of income is the joint venture partner’s noncontrolling interest in consolidated joint ventures. We have interests in
twelve joint ventures, each of which operates between one and thirty two parking facilities. Of the twelve joint ventures, eight
are majority owned by us and are consolidated into our financial statements, and four are single purpose entities where we have
a 50% interest or a noncontrolling interest. Investments in joint ventures where the Company has a 50% or less noncontrolling
ownership interest are accounted for under the equity method. All significant intercompany profits, transactions and balances
have been eliminated in consolidation.

Variable Interest Entities

Equity

Commencement of
Operations

Nature of Activities

% Ownership

Locations

Other Investments in VIEs . . . . . . . . . . Jan 03 — July 08 Management of parking lots, shuttle

50.0% Various states

operations and parking meters

The existing four VIEs in which we have a variable interest are not consolidated into our financial statements because we

are not the primary beneficiary.

Parking Revenue

The Company’s revenues are primarily derived from leased locations, managed properties and the providing of ancillary
services, such as accounting, equipment leasing, payments received for exercising termination rights, consulting development
fees, gains on sales of contracts, insurance and other value-added services. In accordance with the guidance related to revenue
recognition, revenue is recognized when persuasive evidence of an arrangement exists, the fees are fixed or determinable,
collectability is reasonably assured and as services are provided. The Company recognizes gross receipts (net of taxes collected
from customers) as revenue from leased locations, and management fees for parking services, as the related services are
provided. Ancillary services are earned from management contract properties and are recorded as revenue as those services are
provided. From time to time, the Company also recognizes gains on sales of parking contracts and development fees which are
recorded as management contract revenue as those services are provided and/or earned ($0 in 2009 and $0 in 2008 and $622 in
2007). Development fees are revenue received from a customer for which we have provided certain consulting services as part
of our offerings of ancillary management services. The gains from sales of contracts are for these contracts for which we have
no asset basis or ownership interest and would be received as part of a formula buy-out in the contract in order for the owner to
terminate the contract prior to its expiration.

Cost of Parking Services

The Company recognizes costs for leases and non-reimbursed costs from managed facilities as cost of parking services.

Cost of parking services consists primarily of rent and payroll related costs.

Advertising Costs

Advertising costs are expensed as incurred and are included in general and administrative expenses. Advertising expenses

aggregated $212, $195 and $191 for 2009, 2008 and 2007, respectively.

57

Stock-Based Compensation

We measure stock-based compensation expense at the grant date, based on the fair value of the award, and the expense is

recognized over the requisite employee service period (generally the vesting period) for awards expected to vest (considering
estimated forfeitures).

Cash and Cash Equivalents

Cash equivalents represent funds temporarily invested in money market instruments with maturities of one to five days.

Cash equivalents are stated at cost, which approximates market value.

Allowance for Doubtful Accounts

Accounts receivable, net of the allowance for doubtful accounts, represents our estimate of the amount that ultimately will

be realized in cash. Management reviews the adequacy of its allowance for doubtful accounts on an ongoing basis, using
historical collection trends, aging of receivables, and a review of specific accounts, and makes adjustments in the allowance as
necessary. Changes in economic conditions or other circumstances could have an impact on the collection of existing receivable
balances or future allowance considerations. As of December 31, 2009 and 2008, the Company’s allowance for doubtful
accounts was $3,002 and $3,866, respectively.

Leasehold Improvements, Equipment, and Construction in Progress, net

Leasehold improvements and equipment are stated at cost less accumulated depreciation and amortization. Equipment is

depreciated on the straight-line basis over the estimated useful lives of approximately 5 years on average. Leasehold
improvements are amortized on the straight-line basis over the terms of the respective leases or the service lives of the
improvements, whichever is shorter (average of approximately 7 years). Assets under capital leases are amortized on the
straight-line basis over the shorter of the terms of the respective leases or the service lives of the asset and is included in
depreciation expense.

Costs associated with internal-use software are accounted for in accordance with guidance related to accounting for the

costs of computer software developed or obtained for internal use.

Cost of Contracts

Cost of parking contracts are amortized on a straight-line basis over the weighted average contract life which is 10 years
for the years ending December 31, 2009 and 2008 and 7 years for the year ending December 31, 2007. Amortization expense
was $1,762, $1,344 and $1,087 in 2009, 2008 and 2007, respectively.

Goodwill

We test goodwill for impairment annually and more frequently if circumstances warrant. We determine fair values for each

of the reporting units using an income approach. For purposes of the income approach, fair value is determined based on the
present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to
estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-
term outlook for each segment. These assumptions could be adversely impacted by certain of the risks discussed in “Risk
Factors” in Item 1A. Actual results may differ from those assumed in our forecasts. We use discount rates that are
commensurate with the risks and uncertainty inherent in the respective reporting units and in our internally developed forecasts.

We performed our annual impairment test for goodwill at all of our reporting units in the fourth quarter.. In performing the

valuations, we used cash flows, which reflected management’s forecasts and discount rates which reflect the risks associated
with the current market. Based on the results of our testing, the fair values of each of our reporting units exceeded their book
values; therefore, the second step of the impairment test (in which fair value of each of the reporting unit’s assets and liabilities
is measured) was not required to be performed and no goodwill impairment was recognized.

Estimating the fair value of reporting units involves the use of estimates and significant judgments that are based on a
number of factors including actual operating results. If current conditions change from those expected, it is reasonably possible
that the judgments and estimates described above could change in future periods.

Long Lived and Finite-Lived Intangible Assets

Long-lived assets and identifiable intangibles with finite lives are reviewed for impairment whenever events or changes in

circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used
is measured by a comparison of the carrying amount of an asset or group of assets to future undiscounted net cash flows

58

expected to be generated by the asset or group of assets. If such assets are considered to be impaired, the impairment recognized
is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Debt Issuance Costs

The costs of obtaining financing are capitalized and amortized as interest expense over the term of the respective financing

using the interest rate method. Debt issuance costs of $2,165 and $2,776 at December 31, 2009 and 2008, respectively, are
included in intangibles and other assets in the consolidated balance sheets and are reflected net of accumulated amortization.
Amortization expense was $640, $449 and $275 at December 31, 2009, 2008 and 2007, respectively.

Financial Instruments

The carrying values of cash, accounts receivable and accounts payable are reasonable estimates of their fair value due to
the short-term nature of these financial instruments. Long-term debt has a carrying value that approximates fair value because
these instruments bear interest at market rates.

Foreign Currency Translation

The functional currency of the Company’s foreign operations is the local currency. Accordingly, assets and liabilities of the
Company’s foreign operations are translated from foreign currencies into U.S. dollars at the rates in effect on the balance sheet
date while income and expenses are translated at the weighted-average exchange rates for the year. Adjustments resulting from
the translations of foreign currency financial statements are accumulated and classified as a separate component of stockholders’
equity.

Interest Rate Caps

We do not enter into derivative instruments for any purpose other than cash flow hedging purposes.

In 2006 we entered into an interest rate cap transaction with Bank of America, which allowed us to limit our exposure on a

portion of our borrowings under our senior credit facility. Under the rate cap transaction, we received payments from Bank of
America each quarterly period to the extent that the prevailing three month LIBOR during that period exceeded our cap rate of
5.75%. The rate cap transaction capped our LIBOR interest rate on a notional amount of $50.0 million at 5.75% for a total of
36 months. The rate cap transaction began as of August 4, 2006 and was settled each quarter on a date that coincided with our
quarterly interest payment dates under our senior credit facility. This rate cap transaction was classified as a cash flow hedge,
and we calculated the effectiveness of the hedge on a quarterly basis. The ineffective portion of the cash flow hedge was
recognized in current period earnings as an increase of interest expense.

Total changes in the fair value of the rate cap transaction for the twelve months ended December 31, 2009 were

immaterial. The rate cap transaction expired on August 4, 2009.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States

requires management to make estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Insurance Reserves

The Company purchases comprehensive liability insurance covering certain claims that arise in connection with our
operations. In addition, the Company purchases umbrella/excess liability coverage. The Company’s various liability insurance
policies have deductibles of up to $250 that must be met before the insurance companies are required to reimburse the Company
for costs incurred relating to covered claims. As a result, the Company is, in effect, self-insured for all claims up to the
deductible levels. The Company applies the provisions as defined in the guidance related to accounting for contingencies, in
determining the timing and amount of expense recognition associated with claims against the Company. The expense recognition
is based upon the Company’s determination of an unfavorable outcome of a claim being deemed as probable and capable of
being reasonably estimated, as defined in the guidance related to accounting for contingencies. This determination requires the
use of judgment in both the estimation of probability and the amount to be recognized as an expense. The Company utilizes
historical claims experience along with regular input from third party insurance advisors in determining the required level of
insurance reserves. Future information regarding historical loss experience may require changes to the level of insurance
reserves and could result in increased expense recognition in the future.

59

Contingencies

The Company is subject to litigation in the normal course of our business. The Company applies the provisions as defined
in the guidance related to accounting for contingencies in determining the recognition and measurement of expense recognition
associated with legal claims against the Company. Management uses guidance from internal and external legal counsel on the
potential outcome of litigation in determining the need to record liabilities for potential losses and the disclosure of pending
legal claims.

Recent Accounting Pronouncements

Accounting Standards Not Yet Adopted

In January 2010, the FASB issued a new accounting standard which updates some new disclosures and clarifies some
existing disclosure requirements about fair value measurements. The majority of the provisions of this update are effective for
interim and annual reporting periods beginning after December 15, 2009. The adoption of this standard will not have a material
impact on our financial statements.

In June 2009, the FASB issued accounting guidance regarding the consolidation of variable interest entities that is intended

to improve financial reporting by providing additional guidance to companies involved with variable interest entities and by
requiring additional disclosures about a company’s involvement in variable interest entities. This standard is effective for interim
and annual periods ending after November 15, 2009. We are currently evaluating the impact, if any, the adoption will have on
our future results of operations and financial condition.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued updated accounting guidance that amends and

eliminates the concept of a qualifying special-purpose entity, creates more stringent conditions for reporting a transfer of a
portion of a financial asset as a sale, clarifies other sale-accounting criteria and changes the initial measurement of a transferor’s
interest in transferred financial assets. We are required to adopt the updated accounting guidance at the beginning of 2010. We
are currently evaluating the impact, if any, the adoption will have on our future results of operations and financial condition.

In October 2009, the FASB issued updated accounting guidance that amends the guidance related to revenue recognition-

multiple-element arrangements. The standards enable Companies to account for certain products and services (deliverables)
separately rather than as a combined unit. This accounting guidance provides amendments to the criteria for separating
deliverables, measuring and allocating arrangement consideration to one or more units of accounting. The amendments also
establish a selling price hierarchy for determining the selling price of a deliverable. Significantly enhanced disclosures are also
required to provide information about a vendor’s multiple-deliverable revenue arrangements, including information about the
nature and terms, significant deliverables, and its performance within arrangements. The amendments also require providing
information about the significant judgments made and changes to those judgments and about how the application of the relative
selling-price method affects the timing or amount of revenue recognition. The amendments are effective prospectively for
revenue arrangements entered into or materially modified in the fiscal years beginning on or after June 15, 2010. A company
may adopt the new standard retroactively and early application is permitted. We are currently evaluating how we will adopt this
new guidance and the impact, if any, the adoption will have on our future results of operations and financial condition.

Accounting Standards Adopted

In June 2009, the FASB issued The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles (the “Codification”), which became the single source of authoritative nongovernmental U.S. generally
accepted accounting principles (“GAAP”), superseding existing FASB, American Institute of Certified Public Accountants
(“AICPA”), Emerging Issues Task Force (“EITF”), and related accounting literature. The Codification reorganized the thousands
of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is
relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections. The
codification is effective for financial statements issued for reporting periods that end after September 15, 2009. All other non-
grandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. We adopted the
Codification effective September 30, 2009. As the Codification did not change or alter existing GAAP, the adoption of the
Codification did not impact our results of operations or financial condition.

In April 2009, the FASB issued updated accounting guidance on determining fair value when the volume and level of
activity for an asset or liability has significantly decreased and identifying transactions that are not orderly. If after evaluating
those factors, the evidence indicates there has been a significant decrease in the volume and level of activity in relation to
normal market activity, observed transactional values or quoted prices may not be determinative of fair value and adjustment to
the observed transactional values or quoted prices may be necessary to estimate fair value. The updated accounting guidance
also prospectively expands and increases the frequency of existing disclosures related primarily to additional security types and
valuation methodologies. The Company’s adoption of this updated accounting guidance did not impact the financial condition or

60

results of operations of the Company. The FASB issued updated accounting guidance on how to assess whether an asset has
experienced an other-than-temporary impairment and, if so, where the impairment should be recorded in the financial
statements. The Company’s adoption of this updated accounting guidance did not impact the financial condition or results of
operations of the Company.

In September 2006, the FASB issued updated accounting guidance which defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The
updated accounting guidance does not require new fair value measurements, but is applied to the extent that other accounting
guidance requires or permit fair value measurements. The updated accounting guidance emphasizes that fair value is a market-
based measurement that should be determined based on the assumptions that market participants would use in pricing an asset
or liability. Companies are required to disclose the extent to which fair value is used to measure assets and liabilities, the inputs
used to develop the measurements, and the effect of certain of the measurements on earnings (or changes in net assets) for the
period. On January 1, 2008, the Company adopted the updated accounting guidance related to financial assets and liabilities, as
well as other liabilities carried at fair value on a recurring basis. These provisions did not have a material impact on the
Company’s consolidated financial statements. On January 1, 2009, the Company adopted the updated accounting guidance
related to nonfinancial assets and liabilities. The adoption of this updated accounting guidance did not have a material impact
on the Company’s consolidated financial statements.

On January 1, 2009, we adopted the updated accounting guidance which established principles and requirements on how an

acquirer recognizes and measures in its financial statements identifiable assets acquired, liabilities assumed, noncontrolling
interests in the acquiree, goodwill or gain from a bargain purchase and transaction costs. Additionally, the updated accounting
guidance determined what information must be disclosed to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. The adoption of this updated accounting guidance is reflected in our consolidated
financial statements.

On January 1, 2009, we adopted the updated accounting guidance for business combinations and reporting noncontrolling

interests. Companies are required to report noncontrolling (formerly, “minority”) interests as a component of shareholders’
equity on the balance sheet; include all earnings of a consolidated subsidiary in consolidated results of operations; and treat all
transactions between the parent and its noncontrolling interest holder that increase or decrease the noncontrolling interest as
equity provided the parent does not lose control. The adoption of the updated accounting guidance on noncontrolling interests in
consolidated financial Statements is reflected in the company’s consolidated financial statements on a retrospective basis and
such adoption did not have a material impact on our consolidated financial statements.

Reclassification

Certain amounts previously presented in the financial statements of prior periods have been reclassified to conform to

current year presentation.

Note B. Net Income Per Common Share

Companies are required to present basic and diluted earnings per share. Basic net income per share is computed by
dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net
income per share is based upon the weighted average number of shares of common stock outstanding for the period plus dilutive
potential common shares, including stock options and restricted stock units using the treasury-stock method.

A reconciliation of the weighted average basic shares outstanding to the weighted average diluted shares outstanding is as

follows:

Net income attributable to Standard Parking Corporation . . . . . . . . . . . .

2009

Year Ended December 31,
2008
(In thousands except for share and per share data)
17,373
$

14,092

19,045

2007

$

$

Weighted average basic shares outstanding . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive stock options and restricted stock units . . . . . . . . . . . .

15,292,412
391,113

17,325,235
406,238

18,831,667
457,409

Weighted average diluted shares outstanding . . . . . . . . . . . . . . . . . . . . .

15,683,525

17,731,473

19,289,076

Net income per share:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

0.92
0.90

$
$

1.10
1.07

$
$

0.92
0.90

61

There were 19,068 anti-dilutive options excluded in the computation of diluted earnings per share for the year ended
December 31, 2009 because the options’ exercise prices were greater than the average market price of the common stock. There
were no anti-dilutive options for the years ended December 31, 2008 and 2007.

For the years ended December 31, 2009 and 2008, 9,205 and 18,777 shares, respectively, of performance based restricted
stock were not included in the computation of weighted average diluted common share amounts because the number of shares
ultimately issuable is contingent on the Company’s performance goals, which were not achieved as of that date. There were no
performance based restricted stock awards issued and outstanding in 2006.

There are no additional securities that could dilute basic EPS in the future that were not included in the computation of

diluted EPS, other than those disclosed.

Note C. Leasehold Improvements, Equipment and Construction in Progress, net

A summary of leasehold improvements, equipment, and construction in progress and related accumulated depreciation and

amortization is as follows:

Ranges of Estimated Useful Life

2009

2008

December 31

Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2 - 10 years
Shorter of lease term or
economic life up to 10 years

Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less accumulated depreciation and amortization . . . . . . . . . . .

Leasehold improvements, equipment and construction in

progress, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 28,568

$ 29,615

9,708
7,543

45,819
(28,644)

10,340
6,517

46,472
(28,930)

$ 17,175

$ 17,542

Depreciation expense was $3,832, $4,403 and $4,200 in 2009, 2008 and 2007, respectively. Depreciation includes losses on

abandonments of leasehold improvements and equipment of $369, $584 and $148 in 2009, 2008 and 2007, respectively.

Note D. Cost of Contracts, net

Cost of contracts represents the contractual rights associated with providing parking services at a managed or leased
facility. Cost consists of either capitalized payments made to third parties or the value ascribed to contracts acquired through
acquisition. Cost of contracts are amortized over the estimated life of the contracts, including anticipated renewals and
terminations.

The balance of cost of contracts is comprised of the following:

December 31,

2009

2008

Cost of contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,885
Accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,006)

$15,303
(4,431)

Cost of contracts, net

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12,879

$10,872

The expected future amortization of cost of contracts is as follows:

2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 and Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,926
1,795
1,522
1,488
1,390
4,758

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$12,879

Cost of Contract

Amortization expense related to cost of contracts was $1,762, $1,344 and $1,087 for the years ended December 31, 2009,

2008 and 2007, respectively. The weighted average useful life is 9 years for 2009 and 10 years for 2008.

62

Note E. Acquisitions

2009 Acquisitions

On July 1, 2009, the Company acquired substantially all of the assets of Gameday Management Group U.S. Gameday
Management, based in Orlando, Florida, which plans and operates transportation and parking systems for major stadiums and
sporting events in the amount of $5,341, of which $2,450 was paid in cash, net of a hold back of $50, and $2,891 of potential
earn-out payments. Among the assets acquired is Gameday’s Click and Park online parking and traffic management system,
which enables customers to purchase reserved parking online in advance of an event. The acquisition represents an acquisition
of a business and was accounted for using the purchase method of accounting. This acquisition is not considered material to the
Company.

The purchase price allocations are based on preliminary estimates of intangibles with finite lives of $2,841 and goodwill of

$2,500. These estimates are subject to revision after the Company completes its fair value analysis. The Company financed the
acquisition through additional term borrowings under the senior credit facility and existing cash. The results of operations of
this acquisition are included in the Company’s consolidated statement of income from the date of acquisition.

The Company expensed acquisition related costs of $178 in 2009 and $246 in 2008. These costs are included in General

and Administrative expenses in the income statement.

2008 Acquisitions

During the year ended December 31, 2008, the Company completed two acquisitions. Consideration for all acquisitions

was $8,505 of which $6,008 was paid in cash and $2,497 in a discounted non-interest bearing note to be paid in annual
installments of $600, commencing February 2009 and an estimated $187 to be paid in the future based upon financial
performance compared to forecast. On March 31, 2009, we entered into a settlement agreement with the principals of G.O.
Parking which amended the agreement, provided for a termination fee and a reimbursement of legal fees we incurred for post
acquisition disputes. On April 14th we paid G.O. parking $1,680 in lieu of the original obligation. In addition, the Company
paid and capitalized $310 in acquisition costs. A summary of the acquisitions follows:

• In November 2008, we acquired certain assets of Downtown Valet, LLC, a valet parking operator in Seattle, Washington.

• In February 2008, we acquired certain assets of G.O. Parking, a parking operator in Chicago, Illinois.

The acquisitions of Downtown Valet, LLC and G.O. Parking represent acquisitions of businesses.

These acquisitions consisted of goodwill of $3,007, cost of contract of $5,314, intangible assets of $233 and equipment of

$261.

The acquisitions for 2008 were accounted for using the purchase method of accounting. The Company financed the
acquisitions through additional term borrowings under the senior credit facility and existing cash. The results of operations of
these acquisitions are included in the Company’s consolidated statement of income from the date of acquisition. None of the
acquisitions, either individually or in the aggregate, is considered material to the Company.

Note F. Borrowing Arrangements

Long-term borrowings, in order of preference, consist of:

Amount Outstanding

Due Date

December 31,
2009

December 31,
2008

(In thousands)

Senior credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Obligations on Seller notes and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

June 2013
Various
VV
VV
Various

Less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$109,850
2,056
1,305

113,211
662

$120,600
3,039
1,425

125,064
1,068

$112,549

$123,996

Senior Credit Facility

On July 15, 2008, we amended and restated our credit facility.

63

The $210,000 revolving senior credit facility will expire in July 2013. The revolving senior credit facility includes a letter

of credit sub-facility with a sublimit of $50,000.

This revolving senior credit facility bears interest, at our option, at either (1) LIBOR plus an applicable LIBOR margin of

between 2.00% and 3.50% depending on the ratio of our total funded indebtedness to our EBITDA from time to time (“Total
Debt Ratio”) or (2) the Base Rate (as defined below) plus an applicable Base Rate Margin of between 0.50% and 2.00%
depending on our Total Debt Ratio. We may elect interest periods of one, two, three or six months for LIBOR based
borrowings. The Base Rate is the greater of (i) the rate publicly announced from time to time by Bank of America, N.A. as its
“prime rate,” or (ii) the overnight federal funds rate plus 0.50%.

Our senior credit facility includes a fixed charge ratio covenant, a total debt to EBITDA ratio covenant, a limit on our

ability to incur additional indebtedness, issue preferred stock or pay dividends, and certain other restrictions on our activities.
We are required to repay borrowings under our senior credit facility out of the proceeds of future issuances of debt or equity
securities and asset sales, subject to certain customary exceptions. Our senior credit facility is secured by substantially all of our
assets and all assets acquired in the future (including a pledge of 100% of the stock of our existing and future domestic
guarantor subsidiaries and 65% of the stock of our existing and future foreign subsidiaries).

We are in compliance with all of our financial covenants as of December 31, 2009.

The weighted average interest rate on our senior credit facility at December 31, 2009 and 2008 was 3.2% and 3.6%,
respectively. The rate includes all outstanding LIBOR contracts, interest rate cap effect and letters of credit. The weighted
average interest rate on outstanding borrowings, not including letters of credit, was 3.3% and 3.8% at December 31, 2009 and
December 31, 2008, respectively.

At December 31, 2009, we had $16,884 of letters of credit outstanding under the senior credit facility, borrowings against

the senior credit facility aggregated $109,850, and we had $15,805 available under the senior credit facility.

We have entered into various financing agreements, which were used for the purchase of equipment (see Note J).

Note G. Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income, net of tax, for the years ended December 31, 2009 and 2008

are as follows:

Effect of foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$313

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$313

$85

$85

2009

2008

Note H.

Income Taxes

The components of income tax expense (benefit) for the years ended December 31, 2009, 2008 and 2007 were as follows:

2009

2008

2007

Current provision:

U.S. federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,778
250
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
735
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,797
401
696

$

Total current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,763

3,894

Deferred provision:

U.S. federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,133
—
369

Total deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,502

6,961
—
767

7,728

901
497
1,007

2,405

8,018
—
844

8,862

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,265

$11,622

$11,267

64

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities

for financial reporting purposes and the amount used for income tax purposes. Significant components of the Company’s
deferred tax assets and liabilities as of December 31, 2009 and 2008 are as follows:

2009

2008

Deferred tax assets:

Net operating loss carry forwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,395
7,506
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,339
Accrued compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Tax credit carry forwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Book over tax depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
601
37
Accrued lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 8,739
6,360
3,694
861
626
148

Gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18,878
(369)

20,428
(456)

Total deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18,509

19,972

Deferred tax liabilities:

Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Undistributed foreign earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax over book goodwill amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(908)
(1,008)
(21,287)

(280)
(527)
(19,217)

Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(23,203)

(20,024)

Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (4,694)

$

(52)

Amounts recognized on the balance sheet consist of:

Deferred tax asset, current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax (liability), long term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,457
(8,151)

$ 3,253
(3,305)

Net deferred tax (liabilities) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(4,694)

$

(52)

2009

2008

The accounting guidance for accounting for income taxes requires that we assess the realizability of deferred tax assets at

each reporting period. These assessments generally consider several factors including the reversal of existing temporary
differences, projected future taxable income, and potential tax planning strategies. We have valuation allowances totaling $369
and $456 at December 31, 2009 and 2008, respectively, related to our state net operating loss carryforwards (NOL’s) that we
believe are not likely to be realized based upon our estimates of future state taxable income limitations of the use of our state
NOL’s, and the carryforward life over which the state tax benefit will be realized.

At December 31, 2009, the Company had $15,252 of gross federal net operating loss (NOLs) carryforwards, which will
expire in the years 2022 through 2024, and $1,057 of tax effected state net operating loss (NOLs) carryforwards which will
expire 2010 through 2026. As a result of the initial public offering completed in June of 2004, an ownership change occurred
under Internal Revenue Code Section 382 which limits our ability to use pre-change NOLs to reduce future taxable income.
Additionally, a second ownership change occurred in May 2009, however, since the fair market value of the Company’s shares
were significantly higher than at the time of the initial public offering, there was no change in the applicable Section 382
limitation that limits our ability to utilize pre-change NOLs.

Since 2005, the Company has treated its investment in its Canadian subsidiary as non-permanent in duration and provided

taxes on the undistributed Canadian earnings under the applicable accounting guidance. In 2008 the Company reassessed the
treatment of the undistributed earnings of its Canadian subsidiary and determined that approximately $500 of Canadian earnings
are permanently reinvested to meet the Canadian subsidiary’s working capital requirements. The Company has provided taxes
for the remaining undistributed earnings of its Canadian subsidiary in excess of the permanently reinvested amount.

65

A reconciliation of the Company’s reported income tax provision (benefit) to the amount computed by multiplying book

income/(loss) before income taxes by the statutory United States federal income tax rate for the years ended December 31,
2009, 2008 and 2007 is as follows:

2009

2008

2007

Tax at statutory rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,868
343
447
933
(86)
(929)
(224)

Foreign dividend and repatriation of foreign earnings . . . . . . . . . . . . . . . . . . . . . . .
Permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State taxes, net of federal benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of foreign tax rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognition of tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,352
(87)

$10,733
104
369
1,498
(10)
(844)
(76)

11,774
(152)

$10,024
268
484
1,459
40
(1,047)
—

11,228
39

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,265

$11,622

$11,267

Income taxes paid in aggregate to United States federal, state and Canadian tax authorities was $2,938, $2,564 and $1,145

in 2009, 2008 and 2007, respectively.

In July 2006, the FASB issued accounting guidance for uncertainty in income taxes. The accounting guidance for

uncertainty in income taxes recognized in an enterprise’s financial statements also prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken
in a tax return. The Company recognizes potential interest and penalties related to uncertain tax positions, if any, in income tax
expense. As of December 31, 2009, the Company has not identified any uncertain tax positions that would have a material
impact on the Company’s financial position.

The tax years that remain subject to examination for the Company’s major tax jurisdictions at December 31, 2009 are

shown below:

2004 - 2008 . . . . . . . . . . . . . . . . . . . . United States — federal income tax
2003 - 2008 . . . . . . . . . . . . . . . . . . . . United States — state and local income tax
2005 - 2008 . . . . . . . . . . . . . . . . . . . . Canada

Note I. Benefit Plans

The Company offers deferred compensation arrangements for certain key executives and sponsors an employees’ savings

and retirement plan in which certain employees are eligible to participate. Subject to their continued employment by the
Company, certain employees offered supplemental pension arrangements will receive a defined monthly benefit upon attaining
age 65. At December 31, 2009 and 2008, the Company has accrued $3,146 and $3,008, respectively, representing the present
value of the future benefit payments. Expenses related to these plans amounted to $217, $154, and $171 in 2009, 2008 and
2007, respectively.

Participants in the savings and retirement plan may elect to contribute a portion of their compensation to the plan. The
Company, contributes an amount in cash or other property as required by the plan. Expenses related to these plans amounted to
$897, $904, and $919 in 2009, 2008 and 2007, respectively.

The Company also offers a non-qualified deferred compensation plan. This plan allows certain employees to defer a portion

of their compensation, limited to a maximum of $50 per year, to be paid to the participants upon retirement. To support the
non-qualified deferred compensation plan, the Company has elected to purchase Company owned life insurance (“COLI”)
policies on certain plan participants. The cash surrender value of the COLI policies is designed to provide a source for funding
the accrued liability. As of December 31, 2009 and 2008, the cash surrender value of the COLI policies is $1,757 and $943,
respectively and is included in intangible and other assets, net on the consolidated balance sheet. The liability for the non-
qualified deferred compensation plan is included in other long-term liabilities and was $1,690 and $1,336 as of December 31,
2009 and 2008, respectively.

The Company also contributes to two multi-employer defined contribution and seven multi-employer defined benefit plans

which cover certain union employees. Expenses related to these plans were $572, $575 and $374 in 2009, 2008 and 2007,
respectively.

66

Note J. Leases and Contingencies

The Company operates parking facilities under operating leases expiring on various dates, generally prior to 2019. Certain

of the leases contain options to renew at the Company’s discretion.

Total future annual rent expense is not determinable as a portion of such future rent is contingent based on revenues. At

December 31, 2009, the Company’s minimum rental commitments, excluding contingent rent provisions under all non-
cancelable operating leases, are as follows:

2010(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 and thereafter, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 31,073
24,161
18,816
12,080
7,331
15,882

$109,343

(1) $5,886 is included in 2010’s minimum commitments for leases that expire in less than one year.

Rent expense, including contingent rents, was $101,634, $110,134 and $104,032 in 2009, 2008 and 2007, respectively.

Contingent rent expense was $53,222, $62,013 and $64,874 in 2009, 2008 and 2007, respectively. Contingent rent expense

consists primarily of percentage rent payments, which will cease at various times as certain leases expire.

As a result of the acquisitions prior to the adoption of the most recent guidance on business combinations, as of

December 31, 2009, our contingent payment obligations totaled $1,162, on an aggregate undiscounted basis, which may be paid
over time provided certain performance criteria is achieved. Such contingent payments will be accounted for as additional
purchase price if the performance criteria is achieved; accordingly, this contingent payment obligation is not recorded at
December 31, 2009. We have recorded a contingency obligation for acquisitions subsequent to the adoption of the most recent
guidance on business combinations, in the amount of $2,841, of which $2,319 is included in the other long-term liabilities and
$522 is included in accrued expenses.

Note K. Management Contracts and Related Arrangements with Affiliates

In connection with the acquisition of a 76% interest in Executive Parking Industries, LLC, we entered into a management
agreement dated May 1, 1998, with D&E Parking, Inc., a privately held company owned by Ed Simmons, an executive officer
of the Company, and Dale Stark, an employee of the Company. The management agreement was for a period of nine years and
terminated on April 30, 2007. In consideration of the services provided by D&E under this arrangement, we paid D&E an
annual fee of $411 in 2007.

We entered into a consulting agreement with D&E Parking, Inc. and Dale Stark that became effective on May 1, 2007 after

the aforementioned management agreement terminated by its terms. This consulting agreement was terminated on April 30,
2009. Per the terms of the agreement, consideration for services provided was $250 per year. In addition, the consultant was
eligible for a consultant fee of up to $50 per year. In consideration of the services provided by D&E under this arrangement, we
paid D&E $128 in 2009 and $401 in 2008.

On December 31, 2000, we sold, at fair market value, certain contract rights to D&E. In July 2007, we bought back certain

contract rights for approximately $1,472 ($850 paid in cash and $622 gain through the sale of certain contract rights),
representing five locations. The Company continued to operate an additional location through January 2008, at which time the
location was sold to an unrelated third party. We received net management fees and reimbursement for support services in
connection with the operation of the parking facilities from D&E. We recorded net management fees from D&E of $4 in 2008
and $66 in 2007.

In 2009 and 2008, Standard Parking provided property management services for twenty separate retail shopping centers
and commercial office buildings in which D&E has an ownership interest. In 2007, we operated fifteen of these properties. Dale
Stark is the managing member of each of the property ownership entity. In consideration of the property management services
we provided for these twenty properties, we recorded net management fees totaling $689, $632 and $500 in 2009, 2008 and
2007, respectively.

In 2009, our wholly owned subsidiary, SP Plus Security, Inc., formerly known as Preferred Response Security Services,

Inc., provided security services for two retail shopping center owned by D&E and one retail shopping centers in 2008 and two
retail shopping centers in 2007. We recorded net management fees amounting to $30 for these security services in 2009, $34 in

67

2008 and $35 in 2007. In 2009, 2008 and 2007, we provided sweeping and power washing for two retail shopping facilities in
which D&E has an ownership interest. For these services we recorded net management fees totaling $1 in 2009 $9 in 2008 and
$9 in 2007.

On June 2, 2004, we entered into a registration rights agreement with Steamboat Industries LLC, our former parent
company and an affiliate of Mr. Holten (“Steamboat”). Pursuant to the registration rights agreement, Steamboat exercised its
demand registration rights in April 2009. No registration statement was filed pursuant to the demand made by Steamboat.

On May 15, 2009, Steamboat transferred all of its rights under the registration rights agreement to GSO Special Situations

Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Special Situations Overseas Benefit Plan Fund Ltd., GSO
Capital Opportunities Fund LP, and CML VII, LLC. (collectively, the “Significant Stockholders”) together with substantially all
of its Standard Parking common stock, and the Significant Stockholders agreed in writing to be bound by the terms of this
agreement. Timothy J. White, one of our directors, is a Senior Managing Director and Co-Head of Mezzanine Investing and
Head of Private Equity Investing for GSO Capital Partners LP, an affiliate of the GSO funds that are Significant Stockholders.
Pursuant to the registration rights agreement, the Significant Stockholders exercised their demand registration rights before such
rights terminated on May 27, 2009, and a shelf registration statement on Form S-3 was filed pursuant to the Significant
Stockholders’ demand notice to register all of the 7,581,842 shares of Standard Parking common stock that they held. On
November 9, 2009, our Company and the Significant Stockholders entered into Amendment No. 1 to Registration Rights
Agreement to cause the registration statement to remain effective for a period of two years from the date that it became
effective, which was October 6, 2009. Accordingly, we are required to cause the registration statement to remain effective until
October 6, 2011 or until all 7,581,842 registered shares have been distributed, whichever occurs first. The registration rights
terminate to the extent these shares of common stock are sold in a public offering or when a Significant Stockholder’s shares all
become eligible for sale under Rule 144 during any consecutive 90-day period.

On November 9, 2009, we entered into an underwriting agreement with the Significant Stockholders and Credit Suisse
Securities (USA) LLC and William Blair & Company, L.L.C., as representatives for the several underwriters, relating to the
public offering of up to 6,592,906 shares of our common stock by the Significant Stockholders. The Significant Stockholders
also granted the underwriters a 30-day option to purchase an additional 988,936 shares of our common stock to cover over-
allotments, if any. The underwriting agreement included customary representations, warranties and covenants by us and the
Significant Stockholders. It also provided for customary indemnification by each of our Company, the Significant Stockholders
and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. Of the
7,581,842 registered shares, the Significant Stockholders sold 6,819,692 shares pursuant to the registration statement in 2009.
We did not receive any proceeds from the sale of shares by the Significant Stockholders. We incurred $1,700 of legal,
accounting, registration and related expenses in connection with Steamboat’s and the Significant Stockholders’ registration
demand, the related underwriting agreement, and costs and expenses associated with the loss of control by our former parent,
Steamboat.

We entered into a one-year restrictive covenants and release agreement with A. Petter Østberg, a former director, effective

as of August 31, 2009. Pursuant to this agreement, Mr. Østberg agreed to provide us with certain services and comply with
various restrictive covenants, including non-competition, non-solicitation and non-disparagement, and entered into a standard
release and agreement not to sue us, in exchange for $130 payable in installments beginning in 2010.

Note L. Legal Proceedings

We are subject to litigation in the normal course of our business. The outcomes of legal proceedings and claims brought

against us and other loss contingencies are subject to significant uncertainty. We accrue a charge against income when our
management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of
loss can be reasonably estimated. In addition, we accrue for the authoritative judgments or assertions made against us by
government agencies at the time of their rendering regardless of our intent to appeal. In determining the appropriate accounting
for loss contingencies, we consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as
our ability to reasonably estimate the amount of loss. We regularly evaluate current information available to us to determine
whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount
of a loss or a range of loss involves significant judgment.

As previously disclosed, the Company has been in mediation and discussions with plaintiffs regarding the possible
resolution of a California labor code violations case brought against the Company in which plaintiffs are seeking class
certification of their claims. Subject to the approval of the court, the Company has entered into a settlement agreement related
to Jorge Jaime v. Standard Parking Corporation and two other consolidated cases on March 9, 2010. We also have entered into
a memorandum of understanding dated January 5, 2010 for the tentative settlement, subject to court approval, of Grant v.
Preferred Security Services, Inc., a similar labor code violation case in which plaintiffs are seeking class certification brought
against our wholly owned security subsidiary. The Company estimates that its liability exposure under the distribution

68

methodology set forth in the tentative settlements for these two cases to be in the aggregate $2,475. While there is no guarantee
that the settlement methodology will result in this aggregate payout amount, management believes, after comparing similar class
settlements and the claims made percentages of those settlements with the purported classes in these two cases, that the
aggregate payout of $2,475 is a reasonable estimate of the contingent liability.

Note M. Capital Leases

Property under capital leases included within equipment is as follows:

Service vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Parking equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,043
64

$ 6,795
497

December 31,

2009

2008

Less: Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,107
(2,120)

7,292
(3,721)

$ 1,987

$ 3,571

Amortization expense was $844, $1,432 and $1,758 in 2009, 2008 and 2007, respectively, which is included in depreciation

expense.

Future minimum lease payments under capital leases at December 31, 2009 as well as the present value of the minimum

lease payments through expiration are as follows:

2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 574
592
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
639
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
407
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total minimum payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Amounts representing interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Present value of minimum payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,212
156

2,056
534

Total long-term portion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,522

Note N. Goodwill and Intangible Assets

Goodwill is assigned to respective segments based upon the specific Region where the assets acquired and associated

goodwill resided.

The following table reflects the changes in the carrying amounts of goodwill by reported segment for the years ended

December 31, 2009 and 2008.

Region
One

Region
Two

Region
Three

Region
Four

Total

Balance as of December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $58,414

$4,949

$33,950

$22,577

$119,890

Acquired during the period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contingency payments related to acquisitions . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,007
—
272
—

—
—
—
(888)

—
1,252
17
—

—
—
—
—

3,007
1,252
289
(888)

Balance as of December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $61,693

$4,061

$35,219

$22,577

$123,550

Acquired during the period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contingency payments related to acquisitions . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

— 2,500
—
—
639

(104)
260
—

—
—
8
—

—
—
—
—

2,500
(104)
268
639

Balance as of December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $61,849

$7,200

$35,227

$22,577

$126,853

69

Note O. Long-Term Receivables, net

Long-term receivables, net, consist of the following:

Amount Outstanding

December 31,
2009

December 31,
2008

Bradley International Airport

Deficiency payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Bradley related, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,606
3,203
(2,484)

Total long-term receivables, net

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$10,325

$ 5,961
3,203
(2,484)

$ 6,680

Agreement

We are entered into a 25-year agreement with the State of Connecticut (“State”) that expires on April 6, 2025, under which

we operate the surface parking and 3,500 garage parking spaces at Bradley International Airport located in the Hartford,
Connecticut metropolitan area. The Company manages the facility for which it is expected to receive a management fee.

The parking garage was financed on April 6, 2000 through the issuance of $53,800 of State of Connecticut special facility
revenue bonds, representing $47,700 non-taxable Series A bonds and a separate taxable issuance of $6,100 Series B bonds. The
Series B bonds were retired on July 1, 2006 according to the terms of the indenture. The Bradley agreement provides that we
deposit with a trustee for the bondholders all gross revenues collected from operations of the surface and garage parking, and
from these gross revenues. Principal and interest on the Bradley special facility revenue bonds increase from approximately
$3,600 in lease year 2002 to approximately $4,500 in lease year 2025. Annual guaranteed minimum payments to the State
increase from approximately $8,300 in lease year 2002 to approximately $13,200 in lease year 2024. The annual minimum
guaranteed payment to the State by the trustee for the twelve months ended December 31, 2009 and 2008 was $9,731 and
$9,531, respectively.

All of the cash flow from the parking facilities are pledged to the security of the bonds and are collected and deposited
with the bond trustee. Each month the bond trustee makes certain required monthly distributions, which are characterized as
“Guaranteed Payments.” To the extent the monthly gross receipts generated by the parking facilities are not sufficient for the
trustee to make the required Guaranteed Payments, we are obligated to deliver the deficiency amount to the trustee.
Additionally, the Guaranteed Payments are required to be paid before we are reimbursed for deficiency payments or
management fees.

The following is the list of Guaranteed Payments:

• Garage and Surface Operating Expenses,

• Principal and Interest on Bonds,

• Trustee Expenses

• Major Maintenance and Capital Improvement Deposits

• State Minimum Guarantee

However, to the extent there is a cash surplus in any month during the term of the Lease, we have the right to be repaid
the principal amount of any and all deficiency payments, together with actual interest expenses and a premium, not to exceed
10% of the initial deficiency payment. We calculate and record interest income and premium income in the period the
associated deficiency payment is received from the trustee.

Deficiency Payments

To the extent that monthly gross receipts are not sufficient for the trustee to make the required payments, we are obligated

pursuant to our agreement, to deliver the deficiency amount to the trustee within three business days of being notified. We are
responsible for these deficiency payments regardless of the amount of utilization for the Bradley parking facilities. The
deficiency payments represent contingent interest bearing advances to the trustee to cover operating cash flow requirements. To
the extent sufficient funds are available in the appropriate fund, the trustee is then directed by the State to reimburse us for
deficiency payments up to the amount of the calculated surplus.

In the year ended December 31, 2009, we made deficiency payments of $3,645 and we did not record or receive any

interest or premium income on deficiency repayments from the trustee. In the year ended December 31, 2008, we made

70

deficiency payments (net of repayments received) of $1,826 and received $18 for premium income on deficiency repayments
from the trustee. The receivable from the trustee for interest and premium income related to deficiency repayments was $0 as of
December 31, 2009 and 2008.

The payments, if any, are recorded as a receivable by us for which we are reimbursed from time to time as provided in the

trust agreement. As of December 31, 2009, and December 31, 2008, we have a receivable of $9,606 and $5,961, respectively,
compromised of cumulative deficiency payments to the trustee, net of reimbursements. We believe these advances to be fully
recoverable and therefore have not recorded a valuation allowance for them. We do not guarantee the payment of any principal
or interest on any debt obligations of the State of Connecticut or the trustee.

Per the Construction, Financing and Operating Special Facility Lease Agreement, which governs reimbursement of

deficiency payments, places no time restriction or language exists limiting our right to reimbursement in the Lease.

The following table reconciles the beginning and ending balance of the receivable for each year presented:

December 31,

2009

2008

Deficiency payments:

Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,961
3,645
Deficiency payments made . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Deficiency repayment received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Bradley related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,606
3,203
(2,484)

$ 4,135
2,153
(327)

5,961
3,203
(2,484)

Total long-term receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,325

$ 6,680

Compensation

In addition to the recovery of certain general and administrative expenses incurred, our agreement provides for an annual

management fee payment which is based on three operating profit tiers calculated for each year during the term of the
agreement. The management fee is further apportioned 60% to us and 40% to an un-affiliated entity. To the extent that funds
are available for the trustee to make a distribution, the annual management fee is paid when sufficient cash is paid after the
Guaranteed Payments (as defined in our agreement), and after the repayment of all deficiency payments, including accrued
interest and premium. However, our right to the management fee accrues each year during the term of the agreement and is
paid when sufficient cash is available for the trustee to make a distribution.

The annual management fee is paid after the repayment of all deficiency payments, including accrued interest and

premium, therefore due to the existence and length of time for repayment of the deficiency amounts to the Company, no
management fees have been recognized. Management fees will be recognized in accordance with SAB 104 when “collectability
is reasonably assured”.

Cumulative management fees of $4,200 have not been recognized as of December 31, 2009 and no management fees were

recognized during 2009, 2008 or 2007.

Note P. Stock Repurchases

2009 Stock Repurchases

In July 2008, our Board of Directors authorized us to repurchase shares of our common stock, on the open market or
through private purchases, up to $60,000 in aggregate. As of December 31, 2008, $22,857 remained available for repurchase
under this authorization.

During the first quarter of 2009, we repurchased 93,600 shares from third party shareholders at an average price of $18.23

per share, including average commissions of $0.03 per share, on the open market. Our former majority shareholder sold
119,701 shares to us in the first quarter of 2009 at an average price of $18.20 per share. The total value of the first quarter
transactions was $3,885. We retired 200,650 shares during the first quarter of 2009, and retired and the remaining 12,651 shares
in April 2009.

We did not make any share repurchases in the second, third and fourth quarters of 2009.

As of December 31, 2009, $18,973 remained available for repurchase under 2008 authorization by the Board of Directors.

71

2008 Stock Repurchases

In December 2007, the Board of Directors authorized us to repurchase shares of our common stock, on the open market or

through private purchases, up to $25,000 in aggregate. As of December 31, 2007, $22,882 remained available for repurchase
under this authorization.

During the first quarter of 2008, we repurchased from third party shareholders 257,125 shares at an average price of $20.79

per share, including average commissions of $0.03 per share, on the open market. Our majority shareholder sold to us
120,111 shares in the first quarter at an average price of $20.76 per share. The total value of the first quarter transactions was
$7,839. 214,500 shares were retired in March 2008 and the remaining 162,736 shares were retired in June 2008.

During the second quarter of 2008, we repurchased from third party shareholders 120,000 shares at an average price of

$20.70 per share, including average commissions of $0.03 per share, on the open market. Our majority shareholder sold to us
125,964 shares in the second quarter at an average price of $20.67 per share. The total value of the second quarter transactions
was $5,087. 173,701 shares were retired in June 2008 and the remaining 72,263 were retired during the third quarter.

In July 2008 the Board of Directors authorized us to repurchase shares of our common stock, on the open market or

through private purchases, up to an additional $60,000 in aggregate.

During the third quarter of 2008, we repurchased from third party shareholders 565,447 shares at an average price of
$21.19 per share, including average commissions of $0.03 per share, on the open market. Our majority shareholder sold to us
580,060 shares in the third quarter at an average price of $21.16 per share. In addition, we repurchased from third party
shareholders 14,600 shares at an average price of $22.66 per share, including average commissions of $0.03 per share, on the
open market. The total value of the third quarter transactions was $24,586. 994,841 shares were retired during the third quarter
of 2008 and the remaining 165,266 shares were retired in the fourth quarter of 2008.

The December 2007 repurchase authorization by the Board of Directors was completed in August 2008.

During the fourth quarter of 2008, we repurchased from third party shareholders 640,348 shares at an average price of

$18.34 per share, including average commissions of $0.03 per share, on the open market. Our majority shareholder sold to us
545,683 shares in the fourth quarter at an average price of $18.31 per share. In addition, we repurchased from third party
shareholders 24,700 shares at an average price of $18.21 per share, including average commissions of $0.03 per share, on the
open market. Our majority shareholder also sold us its pro-rata ownership of a third quarter open market repurchase of
14,904 shares at an average price of $22.63 per share. The total value of the fourth quarter transactions was $22,512.
598,212 shares were retired during the fourth quarter of 2008 and the remaining 627,423 shares were held as treasury stock and
retired during the first quarter of 2009.

As of December 31, 2008, $22,857 remained available for repurchase under the July 2008 authorization by the Board of

Directors.

Note Q. Domestic and Foreign Operations

Business Unit Segment Information

An operating segment is defined as a component of an enterprise that engages in business activities from which it may

earn revenue and incur expenses, and about which separate financial information is regularly evaluated by our chief operating
decision maker, in deciding how to allocate resources. Our chief operating decision maker is the Company’s president and chief
executive officer.

Each of the operating segments is directly responsible for revenue and expenses related to their operations including direct

regional administrative costs. Finance, information technology, human resources, and legal are shared functions that are not
allocated back to the four operating segments. The CODM assesses the performance of each operating segment using
information about its revenue and operating income (loss) before interest, taxes, and depreciation and amortization, but does not
evaluate segments using discrete asset information. There are no inter-segment transactions and the Company does not allocate
interest and other income, interest expense, depreciation and amortization or taxes to operating segments. The accounting
policies for segment reporting are the same as for the Company as a whole.

Our business is managed based on regions administered by executive vice presidents. The following is a summary of
revenues (excluding reimbursed management contract expense) and gross profit by regions for the years ended December 31,
2009, 2008, and 2007. Information related to prior periods has been recast to conform to the current regional alignment.

72

The Company has provided this business unit segment information for all comparable prior periods. Segment information

is summarized as follows (in thousands):

Year Ended December 31,

2009

2008

2007

Revenues(a):

Region One

Lease contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 79,083
53,329
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Region One. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

132,412

$ 83,250
57,399

140,649

$ 70,679
52,123

122,802

Region Two

Lease contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Region Two . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Region Three

Lease contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Region Three . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Region Four

Lease contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Region Four . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,637
13,192

15,829

19,350
54,790

74,140

39,269
32,392

71,661

Other

Lease contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

102
(321)

Total Other

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reimbursed management contract expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(219)
401,671

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $695,494

2,273
3,683

5,956

24,843
53,405

78,248

43,782
31,645

75,427

163
(304)

(141)
400,621

$700,760

1,761
2,645

4,406

27,649
42,414

70,063

44,873
24,555

69,428

365
(2,125)

(1,760)
356,782

$621,721

Gross Profit

Region One

Lease contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,227
27,679

7% $
52%

6,470
29,711

8% $ 6,641
29,382
52%

9%
56%

Total Region One. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32,906

36,181

36,023

Region Two

Lease contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Region Two . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Region Three

Lease contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Region Three . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Region Four

Lease contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Region Four . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3%
37%

10%
39%

6%
47%

66
4,823

4,889

1,855
21,621

23,476

2,406
15,383

17,789

Other

Lease contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(10)
(291)

(10)%
(91)%

Total Other

Total gross profit

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expense percentage of gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expenses (income):

Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income before income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net income attributable to noncontrolling interest

(301)
78,759
44,707

57%

5,828

28,224

6,012
(268)

5,744
22,480
8,265

14,215
123

86%
65%

10%
57%

9%
50%

171%
114%

26%
101%

1%
51%

8%
45%

133%
631%

594
3,708

4,302

3,461
26,997

30,458

3,512
14,208

17,720

216
1,919

2,135
90,796
47,619

52%

6,059

37,118

6,476
(173)

6,303
30,815
11,622

19,193
148

1,522
1,716

3,238

2,835
23,969

26,804

4,154
12,390

16,544

625
2,429

3,054
85,663
44,796

52%

5,335

35,532

7,056
(610)

6,446
29,086
11,267

17,819
446

Net income attributable to Standard Parking Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,092

$ 19,045

$ 17,373

(a) Excludes reimbursed management contract expenses.

Region One encompasses operations in Delaware, District of Columbia, Florida, Georgia, Illinois, Kansas, Maine,
Maryland, Massachusetts, Minnesota, Missouri, New Hampshire, New Jersey, New York, North Carolina, Ohio, Rhode Island,
Tennessee, Vermont, Virginia, and Wisconsin.

73

Region Two encompasses our Canadian operations, event planning and transportation, and our technology based parking

and traffic management systems.

Region Three encompasses operations in Arizona, California, Colorado, Hawaii, Louisiana, Nevada, Texas, Utah,

Washington, and Wyoming.

Region Four encompasses all major airport and transportation operations nationwide.

Other consists of ancillary revenue that is not specifically identifiable to a region and insurance reserve adjustments related

to prior years.

The CODM does not evaluate segments using discrete asset information.

Note R. Stock-Based Compensation

We measure stock-based compensation expense at the grant date, based on the fair value of the award, and the expense is

recognized over the requisite employee service period (generally the vesting period) for awards expected to vest (considering
estimated forfeitures).

The Company has an amended and restated Long-Term Incentive Plan that was adopted in conjunction with our IPO. On

February 27, 2008, our Board of Directors approved an amendment to our Long-Term Incentive Plan, subject to shareholder
approval, that increased the maximum number of shares of common stock available for awards under the Long-Term Incentive
Plan from 2,000,000 to 2,175,000 and extended the Plan’s termination date. Our shareholders approved this Plan amendment on
April 22, 2009, and the Plan now terminates twenty years from the date of such approval, or April 22, 2028. At December 31,
2009, 113,558 shares remained available for award under the Plan. In most cases, options granted under the Plan vest at the end
of a three-year period from the date of the award. Options are granted with an exercise price equal to the closing price at the
date of grant.

Stock Options and Grants

We use the Black-Scholes option pricing model to estimate the fair value of each option grant as of the date of grant. The

volatilities are based on the 90 day historical volatility of our common stock as the grant date. The risk free interest rate is
based on zero-coupon U.S. government issues with a remaining term equal to the expected life of the option. For options
granted prior to 2008, the expected life for options was calculated using the simplified method. The simplified method which
was calculated as the vesting term plus the contractual term divided by two.

Estimated weighted-average fair value of options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7.86

2007

2007

Weighted average dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0%
Weighted average volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34.84%
Weighted average risk free interest rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.65%
7
Expected life of option (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

There were no options granted during the years ended December 31, 2009 and 2008.

On August 14, 2009, we issued vested stock grants totaling 9,591 shares to certain directors. The total value of the grant

was $165 and is included in general and administrative expense.

On January 24, 2008, we issued vested stock grants totaling 1,084 shares to a director. The total value of the grant was $25

and is included in general and administrative expenses.

On April 22, 2008, we issued vested stock grants totaling 18,900 shares to certain directors. The total value of the grant

was $385 and is included in general and administrative expenses.

On April 25, 2007, we issued stock options, which vested immediately, to purchase 19,068 shares of common stock at a

market price of $17.02 per share to certain directors.

The Company recognized $195, $411 and $282 of stock based compensation expense for the years ended December 31,
2009, 2008 and 2007, respectively, which is included in general and administrative expense. As of December 31, 2009, there
was no unrecognized compensation costs related to unvested options.

74

The following table summarizes the transactions pursuant to our stock option plans for the last three years ended

December 31.

Number of
Shares

Weighted Average
Exercise Price

Weighted Average
Remaining
Contractual Term
(in Years)

Aggregate
Intrinsic
Value

Outstanding at December 31, 2006 . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding at December 31, 2007 . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,021,064
19,068
(228,654)
(2,414)

809,064
—
(152,161)
—

Outstanding at December 31, 2008 . . . . . . . . . . . . . . . .

656,903

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
(105,896)
—

Outstanding at December 31, 2009 . . . . . . . . . . . . . . . .

551,007

Vested and Exercisable at December 31, 2009 . . . . . . . .

551,007

$ 4.45
$17.03
$ 4.36
$ 5.75

$ 4.77
n/a
$ 4.75
n/a

$ 4.77

n/a
$ 3.92
n/a

$ 4.50

$ 4.50

3.1

3.1

$6,032

$6,032

At December 31, 2009, 2008 and 2007, options to purchase 551,007, 656,903 and 801,964 shares of common stock,
respectively, were exercisable at weighted average exercise prices of $4.50, $4.77 and $4.75 per share, respectively. The total
intrinsic value of options exercised during the years ended December 31, 2009, 2008, and 2007 was $1,386, $2,615, and $3,204,
respectively.

There were no nonvested options as of December 31, 2009 and 2008.

Performance-Based Incentive Program

In December 2006, the Board of Directors adopted a performance-based incentive program under our Long-Term Incentive
Plan. This program provides participating executives with the opportunity to earn a combination of stock (50%) and cash (50%)
if certain performance targets for pre-tax income and pre-tax free cash flow are achieved. On February 23, 2007, certain
participating executives became entitled to performance restricted stock based on the stock price at the commencement of the
three year performance cycle (2007 — 2009) and as a result 16,404 shares were issued subject to vesting upon the achievement
of the performance goals. On April 13, 2007, an additional 13,294 shares of the performance restricted stock were issued
subject to vesting upon the achievement of the three year performance goals to the remaining participating executives. On
December 31, 2007, 3,849 shares were released free of restrictions in accordance with the achievement of the first year
performance goals. On December 31, 2008, 7,072 shares were released free of restrictions in accordance with the achievement
of the second year performance goals. On August 11, 2009, 2,816 forfeited shares were retired. On December 31, 2009,
6,756 shares were released free of restrictions in accordance with the achievement of the cumulative program performance
goals. The remaining 9,205 restricted shares that were unvested as of December 31, 2009 were forfeited.

A summary of the status of the nonvested restricted stock shares as of December 31, 2009, and changes during the year

ended December 31, 2009, is presented below:

Nonvested Shares

Weighted Average
Grant-Date
Fair Value

Shares

Nonvested at January 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,961
—
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,756)
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9,205)

Nonvested at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

19.21
—
19.21
19.21

—

The total value of the restricted stock awards vested during the year ended December 31, 2009 was $130.

75

We record stock-based compensation expense for awards with performance conditions based on the probable outcome of

that performance condition. The Company recognized $51 and $107 of stock-based compensation expense and $51 and $107 of
cash compensation expense related to the performance-based incentive program, for the years ended December 31, 2009 and
2008, respectively, which is included in general and administrative expenses. As of December 31, 2009, there was $0 of
unrecognized compensation costs related to the performance-based incentive program.

Restricted Stock Units

In March 2008, the Company’s Compensation Committee and the Board of Directors authorized a one-time grant of
750,000 restricted stock units that subsequently were awarded to members of our senior management team on July 1, 2008. In
November 2008, an additional 5,000 restricted stock units were also awarded. The restricted stock units vest in one-third
installments on each of the tenth, eleventh and twelfth anniversaries of the grant date. The restricted stock unit agreements
provide for accelerated vesting upon the recipient reaching their retirement age.

The cost of restricted stock units is determined using the fair value of our common stock on the date of the grant, and
compensation expense is recognized over the vesting period. In accordance with the guidance related to share-based payments,
we estimate forfeitures at the time of the grant and revise those estimates in subsequent periods if actual forfeitures differ from
those estimates. We use historical data to estimate pre-vesting forfeitures and record stock-based compensation expense only for
those awards that are expected to vest.

A summary of the status of the restricted stock units as of December 31, 2009, and changes during the year ended

December 31, 2009, is presented below:

Nonvested Shares

Nonvested at January 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted Average
Grant-Date
Fair Value

$18.26

Shares

755,000
—
—
—

Nonvested at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

755,000

$18.26

The Company recognized $2,046 and $991 of stock based compensation expense related to the restricted stock units for the

year ended December 31, 2009 and 2008, respectively, which is included in general and administrative expense. As of
December 31, 2009, there was $9,865 of unrecognized stock-based compensation costs, net of estimated forfeitures, related to
the restricted stock units that is expected to be recognized over a weighted average period of approximately 7.1 years. As of
December 31, 2008, there was $11,661 of unrecognized stock-based compensation costs, net of estimated forfeitures related to
the restricted stock units that is expected to be recognized over a weighted average period of 7.8 years.

Note S. Hurricane Katrina

On May 2, 2008, we entered into a definitive settlement agreement with our insurance carrier which finalized all of our

open claims with respect to Hurricane Katrina. The settlement agreement was for $4,225 of which $2,000 was received
previously. We were required to reimburse the owners of the leased and managed locations for property damage of
approximately $2,228. After payment of settlement fees, expenses and other amounts due under contractual arrangements, we
recorded $1,997 in pre-tax income, of which $1,577 was recorded as revenue and $420 was recorded as a reduction of general
and administrative expenses.

76

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

STANDARD PARKING CORPORATION

By:

/s/

JJ
JAMES

A. WILHELM

James A. Wilhelm
Director, President and Chief Executive Officer
(Principal Executive Officer)

Date: March 12, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/

JAMES
A. WILHELM
JJ
James A. Wilhelm

/s/ CHARLES L. BIGGS
Charles L. Biggs

/s/ KAREN M. GARRISON
Karen M. Garrison

/s/

JOHN V. HOLTEN
John V. Holten

/s/ ROBERT S. ROATH
Robert S. Roath

/s/ TIMOTHY J. WHITE
Timothy J. White

/s/ G. MARC BAUMANN
G. Marc Baumann

/s/ DANIEL R. MEYER
Daniel R. Meyer

Director, President and Chief Executive Officer
(Principal Executive Officer)

March 12, 2010

Director

Director

Director

Director

Director

March 12, 2010

March 12, 2010

March 12, 2010

March 12, 2010

March 12, 2010

Executive Vice President, Chief Financial Officer
and Treasurer (Principal Financial Officer)

March 12, 2010

Senior Vice President, Corporate Controller and
Assistant Treasurer (Principal Accounting Officer
and Duly Authorized Officer)

March 12, 2010

77

STANDARD PARKING CORPORATION

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

Description

Year ended December 31, 2009:
Deducted from asset accounts
Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2008:
Deducted from asset accounts
Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2007:
Deducted from asset accounts
Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . .
Deducted from asset accounts
Deferred tax valuation account
Year ended December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at
Beginning of
Year

Additions
Charged to
Costs and
Expenses

Reductions(1)

Balance at
End of
Year(2)

(In thousands)

$3,867

$ 667

$(1,532)

$3,002

3,617

850

(600)

3,867

3,384

1,066

(833)

3,617

456
608
569

—
—
39

(87)
(152)
—

369
456
608

(1) Represents uncollectible accounts written off, net of recoveries and reversal of provision.
(2) Includes long-term receivables valuation allowance of $2.5 million.

78

Exhibit
Number

3.1

3.1.1

3.2

4.1

10.1

10.2

10.3

10.4

10.5+

10.5.1+

10.5.2+

10.6+

10.6.1+

10.6.2+

10.6.3+

10.6.4+

10.6.5+

10.6.6+

10.7+

10.8+

INDEX TO EXHIBITS

Description

Second Amended and Restated Certificate of Incorporation of the Company filed on June 2, 2004 (incorporated by
reference to exhibit 3.1 of the Company’s Annual Report on Form 10-K filed on March 13, 2009).
Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company effective
as of January 7, 2008 (incorporated by reference to exhibit 3.1.1 of the Company’s Annual Report on Form 10-K
filed on March 13, 2009).
Fouth Amended and Restated Bylaws of the Company dated January 1, 2010 (incorporated by reference to
exhibit 3.1 of the Company’s Current Report on Form 8-K filed on January 27, 2010).
Specimen common stock certificate (incorporated by reference to exhibit 4.1 of Amendment No. 2 to the
Company’s Registration Statement on Form S-1, File No. 333-112652, filed on May 18, 2004).
Amended and Restated Credit Agreement dated July 15, 2008 among the Company, various financial institutions,
Bank of America, N.A. and Wells Fargo Bank, N.A. (incorporated by reference to exhibit 10.1 of the Company’s
Current Report on Form 8-K filed on July 18, 2008.
Rate Cap Transaction Letter Agreement dated March 1, 2010 between the Company and Wells Fargo (incorporated
by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K filed on March 8, 2010).
Rate Cap Transaction Letter Agreement dated March 1, 2010 between the Company and Fifth Third (incorporated
by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K filed on March 8, 2010).
Consulting Agreement dated May 15, 2006 by and among the Company, D&E Parking, Inc. and Dale G. Stark
(incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 17, 2006).
Employment Agreement dated as of March 30, 1998 between the Company and Myron C. Warshauer (incorporated
by reference to exhibit 10.6 of the Company’s Registration Statement on Form S-4, File No. 333-50437, filed on
April 17, 1998).
First Amendment to Employment Agreement dated July 7, 2003 between the Company and Myron C. Warshauer
(incorporated by reference to exhibit 10.4.1 of the Company’s Annual Report on Form 10-K filed for December 31,
2004).
Amendment to Employment Agreement dated as of May 10, 2004 between the Company and Myron C. Warshauer
(incorporated by reference to exhibit 10.4.2 of the Company’s Annual Report on Form 10-K filed for December 31,
2004).
Employment Agreement dated as of March 26, 1998 between the Company and Michael K. Wolf (incorporated by
reference to exhibit 10.12 of the Company’s Registration Statement on Form S-4, File No. 333-50437, filed on
April 17, 1998).
Amendment to Employment Agreement dated as of June 19, 2000 between the Company and Michael K. Wolf
(incorporated by reference to exhibit 10.5.1 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Second Amendment to Employment Agreement dated as of December 6, 2000, between the Company and Michael
K. Wolf, (incorporated by reference to exhibit 10.22 to the Company’s Annual Report on Form 10-K filed for
December 31, 2000).
Third Amendment to Employment Agreement dated April 1, 2002 between the Company and Michael K. Wolf
(incorporated by reference to exhibit 10.19.3 to the Company’s Annual Report on Form 10-K filed for
December 31, 2002).
Fourth Amendment to Employment Agreement dated December 31, 2003 between the Company and Michael K.
Wolf (incorporated by reference to exhibit 10.5.4 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Fifth Amendment to Employment Agreement dated December 18, 2008 between the Company and Michael K.
Wolf (incorporated by reference to exhibit 10.5.5 of the Company’s Annual Report on Form 10-K filed on
March 13, 2009).
Sixth Amendment to Employment Agreement dated January 28, 2009 between the Company and Michael K. Wolf
(incorporated by reference to exhibit 10.3 of the Company’s Current Report on Form 8-K filed on February 3,
2009).
Amended and Restated Executive Employment Agreement dated as of January 28, 2009 between Company and
James A. Wilhelm (incorporated by reference to exhibit 10.3 of the Company’s Current Report on Form 8-K filed
on February 3, 2009).
Employment Agreement dated May 18, 1998 between the Company and Robert N. Sacks (incorporated by
reference to exhibit 10.24 of the Company’s Annual Report on Form 10-K filed for December 31, 2001).

79

Exhibit
Number

Description

10.9+

10.10+

10.8.5+

10.8.2+

10.8.1+

10.8.3+

10.8.4+

10.9.1+

First Amendment to Employment Agreement dated as of November 7, 2001 between the Company and Robert N.
Sacks (incorporated by reference to exhibit 10.25 of the Company’s Annual Report on Form 10-K filed for
December 31, 2001).
Second Amendment to Employment Agreement dated as of August 1, 2003 between the Company and Robert N.
Sacks (incorporated by reference to exhibit 10.7.2 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Third Amendment to Employment Agreement dated as of April 1, 2005 between the Company and Robert N. Sacks
(incorporated by reference to exhibit 10.7.3 of the Company’s Annual Report on Form 10-K filed on March 13,
2009).
Fourth Amendment to Employment Agreement dated as of December 29, 2008 between the Company and Robert
N. Sacks (incorporated by reference to exhibit 10.7.4 of the Company’s Annual Report on Form 10-K filed on
March 13, 2009).
Fifth Amendment to Employment Agreement dated as of January 28, 2009 between the Company and Robert N.
Sacks (incorporated by reference to exhibit 10.7.5 of the Company’s Annual Report on Form 10-K filed on
March 13, 2009).
Amended and Restated Executive Employment Agreement dated as of December 1, 2002 between the Company
and John Ricchiuto (incorporated by reference to exhibit 10.22.2 of the Company’s Annual Report on Form 10-K
filed for December 31, 2002).
First Amendment to Amended and Restated Executive Employment Agreement dated as of April 11, 2005, between
the Company and John Ricchiuto (incorporated by reference to exhibit 10.3 of the Company’s Current Report on
Form 8-K filed on March 7, 2005).
Amended and Restated Employment Agreement dated March 1, 2005, between the Company and Steven A.
Warshauer (incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K filed on
March 7, 2005).
Amended and Restated Executive Employment Agreement dated as of May 18, 2006 between the Company and
Edward E. Simmons (incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K filed
on May 24, 2006).
Amended and Restated Employment Agreement between the Company and G. Marc Baumann dated as of
October 1, 2001 (incorporated by reference to exhibit 10.27 to the Company’s Annual Report on Form 10-K filed
for December 31, 2001).
First Amendment to Amended and Restated Employment Agreement between the Company and G. Marc Baumann
dated as of December 29, 2008 (incorporated by reference to exhibit 10.11.1 of the Company’s Annual Report on
Form 10-K filed on March 13, 2009).
Second Amendment to Amended and Restated Employment Agreement between the Company and G. Marc
Baumann dated as of January 28, 2009 (incorporated by reference to exhibit 10.2 of the Company’s Current Report
on Form 8-K filed on February 3, 2009).
Amended and Restated Executive Employment Agreement dated as of March 1, 2005, between the Company and
Thomas L. Hagerman (incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K
filed on March 7, 2005).
First Amendment to Amended and Restated Executive Employment Agreement dated October 1, 2007 between the
Company and Thomas Hagerman (incorporated by reference to exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q filed for September 30, 2007).
10.14*+
Executive Employment Agreement dated March 15, 2005 between the Company and Gerard M. Klaisle.
10.14.1*+ First Amendment to Amended and Restated Executive Employment Agreement dated December 29, 2008 between

10.12.1+

10.13.1+

10.12.2+

10.11+

10.12+

10.13+

10.15+

10.15.1+

10.16+

10.16.1+

the Company and Gerard M. Klaisle.
Long-Term Incentive Plan dated as of May 1, 2004 (incorporated by reference to exhibit 10.12 of Amendment
No. 1 to the Company’s Registration Statement on Form S-1, File No. 333-112652, filed on May 10, 2004).
Long-Term Incentive Plan Amendment effective as of April 22, 2008 (incorporated by reference to Appendix B of
the Company’s 2008 Proxy on Form DEF 14A, filed on April 1, 2008).
Form of Amended and Restated Stock Option Award Agreement between the Company and an optionee
(incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 21,
2005).
Form of First Amendment to the Amended and Restated Stock Option Award Agreement between the Company
and an optionee (incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K filed on
November 21, 2005).

80

Exhibit
Number

10.17

10.17.1

10.18

10.18.1

10.19

10.20

10.21

10.22

10.22.1

10.22.2

10.22.3

10.23+

10.23.1+

10.24

10.25

10.25.1

10.26

10.27

Description

Consulting Agreement dated as of October 16, 2001 between the Company and Shoreline Enterprises, LLC
(incorporated by reference to exhibit 10.36 of the Company’s Annual Report on Form 10-K filed for December 31,
2001).
Amendment to Consulting Agreement dated as of May 10, 2004 between the Company and Shoreline Enterprises,
LLC (incorporated by reference to exhibit 10.14.1 of the Company’s Annual Report on Form 10-K filed for
December 31, 2004).
Executive Parking Management Agreement dated as of May 1, 1998 by and among the Company, D&E Parking,
Edward E. Simmons and Dale G. Stark (incorporated by reference to exhibit 10.32 of the Company’s Annual
Report on Form 10-K filed for December 31, 2002).
First Amendment to Executive Parking Management Agreement dated as of August 1, 1999 by and among the
Company, D&E Parking, Edward E. Simmons and Dale G. Stark (incorporated by reference to exhibit 10.32.1 to
the Company’s Annual Report on Form 10-K filed for December 31, 2002).
Consulting Agreement effective as of May 1, 2007 by and among the Company, D&E Parking, Inc. and Dale G.
Stark (incorporated by reference to exhibit 10.17 of the Company’s Annual Report on Form 10-K for December 31,
2007).
Property Management Agreement dated as of September 1, 2003 between the Company and Paxton Plaza, LLC
(incorporated by reference to exhibit 10.19 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Property Management Agreement dated as of September 1, 2003 between the Company and Infinity Equities, LLC
(incorporated by reference to exhibit 10.20 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Agreement of Lease dated as of June 4, 1998 between the Company and LaSalle National Bank, as successor
trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank. (incorporated by reference to
exhibit 10.21 of the Company’s Registration Statement on Form S-1, File No. 333-112652, filed on February 10,
2004).
First Amendment to Agreement of Lease dated as of May 1, 1999 between the Company and LaSalle National
Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank
(incorporated by reference to exhibit 10.21.1 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Second Amendment to Agreement of Lease dated as of July 27, 2000 between the Company and LaSalle National
Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank
(incorporated by reference to exhibit 10.21.2 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Third Amendment to Agreement of Lease dated as of September 11, 2003 between the Company and LaSalle
National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank
(incorporated by reference to exhibit 10.21.3 of the Company’s Registration Statement on Form S-1, File
No. 333-112652, filed on February 10, 2004).
Consulting Agreement dated as of March 1, 2004 between the Company and Gunnar E. Klintberg (incorporated by
reference to exhibit 10.24 of Amendment No. 1 to the Company’s Registration Form S-1, File No. 333-112652,
filed on May 10, 2004).
First Amendment to Consulting Agreement dated March 15, 2006 between the Company and Gunnar E. Klintberg
(incorporated by reference to exhibit 10.24.1 of the Company’s Current Report on Form 8-K filed on March 16,
2006).
Form of Property Management Agreement (incorporated by reference to exhibit 10.30 of the Company’s Annual
Report on Form 10-K filed on March 10, 2006).
Form of Standard Parking Corporation Restricted Stock Unit Agreement dated as of July 1, 2008 (incorporated by
reference to exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 2, 2008).
First Amendment to Form of Standard Parking Corporation Restricted Stock Unit Agreement (incorporated by
reference to exhibit 10.1 of the Company’s Current Report on Form 8-K as filed on August 6, 2009).
Guaranty Agreement of APCOA/Standard Parking, Inc. dated as of March 2000 to and for the benefit of the State
of Connecticut, Department of Transportation (incorporated by reference to exhibit 10.27 of the Company’s Annual
Report on Form 10-K filed on March 13, 2009).
Construction, Financing and Operating Special Facility Lease Agreement dated as of March 2000 between the State
of Connecticut Department of Transportation and APCOA Bradley Parking Company, LLC (incorporated by
reference to exhibit 10.28 of the Company’s Annual Report on Form 10-K filed on March 13, 2009).

81

Exhibit
Number

10.28

10.29

10.29.1

10.30*

14.1

21.1*
23*
31.1*

31.2*

31.3*

32*

Description

Trust Indenture dated March 1, 2000 between State of Connecticut and First Union National Bank as Trustee
(incorporated by reference to exhibit 10.29 of the Company’s Annual Report on Form 10-K filed on March 13,
2009).
Registration Rights Agreement dated June 2, 2004 between the Company and Steamboat, as amended to join
additional financial institutions as parties on May 15, 2009 (incorporated by reference to exhibit 10.2 of the
Company’s Current Report on Form 8-K as filed on May 18, 2009).
Amendment No. 1 to Registration Rights Agreement, dated as of November 9, 2009, by and among the Company,
and GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Special Situations
Overseas Benefit Plan Fund Ltd., GSO Capital Opportunities Fund LP, and CML VII, LLC (incorporated by
reference to exhibit 10.1 of the Company’s Current Report of Form 8-K filed on November 12, 2009).
Restrictive Covenants and Release Agreement effective as of August 31, 2009 between the Company and A. Petter
Østberg.
Code of Ethics (incorporated by reference to exhibit 14.1 of the Company’s Annual Report on Form 10-K for
December 31, 2002).
Subsidiaries of the Company.
Consent of Independent Registered Public Accounting Firm dated as of March 12, 2010.
Section 302 Certification dated March 12, 2010 for James A. Wilhelm, Director, President and Chief Executive
Officer (Principal Executive Officer).
Section 302 Certification dated March 12, 2010 for G. Marc Baumann, Executive Vice President, Chief Financial
Officer and Treasurer (Principal Financial Officer).
Section 302 Certification dated March 12, 2010 for Daniel R. Meyer, Senior Vice President Corporate Controller
and Assistant Treasurer (Principal Accounting Officer and Duly Authorized Officer).
Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, dated March 12, 2010.

* Filed herewith.

+ Management contract or compensation plan, contract or agreement.

82

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, James A. Wilhelm, certify that:

1. I have reviewed this Form 10-K of Standard Parking Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure

controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))or the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this

report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that

occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board
of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over

financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant’s internal control over financial reporting.

By: /s/

JJ
JAMES

A. WILHELM

James A. Wilhelm,
Director, President and Chief Executive Officer
(Principal Executive Officer)

Date: March 12, 2010

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, G. Marc Baumann, certify that:

1. I have reviewed this Form 10-K of Standard Parking Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit

to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and

procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that

occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control

over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant’s internal control over financial reporting.

By: /s/ G. MARC BAUMANN

G. Marc Baumann,
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)

Date: March 12, 2010

Exhibit 31.3

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel R. Meyer, certify that:

1. I have reviewed this Form 10-K of Standard Parking Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit

to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and

procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that

occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control

over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant’s internal control over financial reporting.

By: /s/ DANIEL R. MEYER
Daniel R. Meyer,
Senior Vice President Corporate Controller
and Assistant Treasurer
(Principal Accounting Officer and Duly Authorized
Officer)

Date: March 12, 2010

Exhibit 32

Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-K of Standard Parking Corporation (the “Company”) for the year ended
December 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”),
each of the undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities and

Exchange Act of 1934, as amended; and

2) the information contained in the Report fairly presents, in all material respects, the financial

condition and results of operations of the Company.

/s/

JJ
JAMES

A. WILHELM

James A. Wilhelm,

Name:
Title: Director, President and Chief Executive

Officer (Principal Executive Officer)

Date: March 12, 2010

/s/ G. MARC BAUMANN

Name: G. Marc Baumann,
Title:

Executive Vice President, Chief Financial
Officer and Treasurer (Principal Financial
Officer)
Date: March 12, 2010

/s/ DANIEL R. MEYER

Name: Daniel R. Meyer,
Title:

Senior Vice President, Corporate Controller
and Assistant Treasurer (Principal Accounting
Officer and Duly Authorized Officer)

Date: March 12, 2010

This certification shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange

Act of 1934, or the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act.
Such certification shall not be deemed to be incorporated by reference into any filing under the Securities Act
of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

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 Directors

Executive Officers

fi

Stockholder Information

Robert S. Roath, 
Non Executive Chairman (a)(b)(c)
Chief Financial Offi cer, 
RJR Nabisco, Inc. (retired)

James A. Wilhelm, Director
President and Chief Executive Offi cer,
Standard Parking Corporation

Charles L. Biggs, Director (c)(a)(b)
Senior Partner,
Deloitte Consulting (retired)

Karen M. Garrison, Director (b)(a)(c)
President, 
Pitney Bowes Business Services (retired)

John V. Holten, Director (b)(c)
Chairman and Chief Executive Offi cer,
Holberg Incorporated

Timothy J. White
Senior Managing Director,
Co-Head of Mezzanine Investing and
Head of Private Equity Investing,
GSO Capital Partners LP

(a)   Audit Committee

Chair: Robert S. Roath
(b)   Nominating and Corporate 
Governance Committee
Chair: Karen M. Garrison

(c)   Compensation Committee
Chair: Charles L. Biggs

James A. Wilhelm
President and Chief Executive Offi cer

G. Marc Baumann
Executive Vice President, 
Chief Financial Offi cer and Treasurer

Thomas L. Hagerman
Executive Vice President
Chief Operating Offi cer 

Gerard M. Klaisle
Executive Vice President
Chief Human Resources Offi cer

John Ricchiuto
Executive Vice President, Operations

Robert N. Sacks
Executive Vice President, 
General Counsel and Secretary 

Edward E. Simmons
Executive Vice President, Operations

Steven A. Warshauer
Executive Vice President, Operations

Michael K. Wolf
Executive Vice President, 
Chief Administrative Offi cer and
Associate General Counsel

Corporate Address
Standard Parking Corporation
900 N. Michigan Avenue
Suite 1600
Chicago, IL 60611

Telephone: (888) 700-PARK
www.standardparking.com

Investor Relations Contact
G. Marc Baumann
Executive Vice President, 
Chief Financial Offi cer and Treasurer

Telephone: (312) 274-2199
Investor_Relations@standardparking.com

Independent Auditor
Ernst & Young LLP
Sears Tower
233 South Wacker Drive, 17th Floor
Chicago, Illinois 60606

Transfer Agent
Continental Stock Transfer &
Trust Company
17 Battery Park
New York, NY 10004
Telephone: (212) 509-4000

Stock Listing
The NASDAQ Select Global Market
Trading Symbol: STAN

Stock Price Information
The table below shows the reported 
high and low sales price of common 
stock during the periods indicated 
in 2009.  The closing price of a 
common share at December 31, 2009
was $15.88.

HIGH        LOW
First Quarter  
$20.31 
Second Quarter  $16.85 
$17.96 
Third Quarter 
$18.00 
Fourth Quarter 

$14.83
$13.90
$15.59
$15.52

Annual Meeting of Shareholders
The Annual Stockholders Meeting 
will be held on April 28, 2010 at
9:00 a.m., local time, at the Whitehall 
Hotel, 105 East Delaware Place, 
Chicago, IL 60611.