Standard Parking Corporation
(Exact Name of Registrant as Specified in Its Charter)

200 E Randolph Str, Suite 7700
Chicago Illinois 60601-7702
(Address of Principal Executive Offices, Including Zip Code)

900 N. Michigan Ave, Suite 1600
Chicago, Illinois 60611-1542
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý

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 o No ý

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 ý No o

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 ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý

As of June 30, 2012, the aggregate market value of the voting and non-voting common equity held by nonaffiliates of the registrant was approximately $337.2 million, based on the closing price of the common stock as reported on the NASDAQ Global Select Market.

As of March 6, 2013, there were 21,870,770 shares of common stock of the registrant outstanding.

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 24, 2013, are incorporated by reference into Part III of this Form 10-K.

This Annual Report on Form 10-K/A of Standard Parking Corporation (the "Company," "Standard," "we," or "us") for the year ended December 31, 2012 includes restated consolidated balance sheets as of December 31, 2011 and 2012, consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of stockholders' equity and consolidated statements of cash flows for the years ended December 31, 2010, 2011 and 2012 and restated notes to such consolidated financial statements. The Company will not file an amended Annual Report on Form 10-K/A for the annual periods ended December 31, 2010 and 2011. This restatement is to reflect a correction in the manner in which the Company has accounted for deficiency payments under the Company's agreement with the State of Connecticut (the "State") under which the Company operates the surface parking and 3,500 garage parking spaces at Bradley International Airport located in the Hartford, Connecticut metropolitan area (the "Bradley Agreement"). Cumulative deficiency payments under the Bradley Agreement, net of reimbursements, had previously been recorded as a receivable by the Company.

available to repay the deficiency payments, if any, over the term of the Bradley Agreement. The Company continues to believe that the State will be able to repay and expects that the State will ultimately repay the deficiency payments made by the Company under the Bradley Agreement. However, it has now been determined that the recovery of the deficiency payment represents a contingency and, accordingly, (i) the deficiency payments made by the Company under the Bradley Agreement should have been, and should continue to be, recorded as cost of parking services in the reporting periods in which such payments were made, and (ii) the payments to the Company of the principal, interest and premium related to deficiency payments should have been, and should continue to be, recognized as reduction to cost of parking services in the reporting periods in which such repayments were received. This approach is different from the Company's historical practice of reporting such deficiency payments as an accounts receivable and interest and premium received as interest income. The restatement of the Company's historical consolidated financial statements to reflect its correction in accounting for deficiency payments under the Bradley Agreement is referred to herein as the "Restatement."

In addition, during September 2013, the Company finalized the purchase price allocation for its acquisition of KCPC Holdings, Inc. ("KCPC"), the ultimate present company of Central Parking Corporation, on October 2, 2012. As required by generally accepted accounting principles, the Company has recast the previously issued consolidated financial statements for the year ended December 31, 2012 included in this Annual Report on Form 10-K/A to reflect the impact of the final purchase allocation as if it were completed at the date of acquisition (referred to herein as the "Purchase Allocation Recast").

For further information regarding the Restatement, see the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on November 18, 2013 (the "Restatement 8-K"), and for detailed financial information with respect to the Restatement and the Purchase Allocation Recast, see Note B to the notes to consolidated financial statements included in this Annual Report on Form 10-K/A.

The following items of the Form 10-K have been modified or revised in this Form 10-K/A to reflect the Restatement and the Purchase Allocation Recast:

The Company's principal executive officer, principal financial officer and principal accounting officer have provided currently dated certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 in connection with this Amendment on Form 10-K/A; the certifications are filed as Exhibits 31.1, 31.2, 31.3 and 32.

This amended Annual Report on Form 10-K/A sets forth the original Annual Report on Form 10-K in its entirety, except as required to reflect the effects of the Restatement and the Purchase Allocation Recast. Except for disclosures affected by the Restatement and the Purchase Allocation Recast, this amended Annual Report on Form 10-K/A speaks as of the original filing date of March 18, 2013 and does not modify or update disclosures in the Form 10-K, including the nature and character of such disclosures, to reflect events occurring or items discovered after the original filing date of the Form 10-K.

This amended Annual Report on Form 10-K/A should be read in conjunction with the Company's filings made with the SEC subsequent to the original filing date of the Form 10-K, including the Restatement 8-K, the Company's amended Quarterly Reports on Form 10-Q/A for the quarterly periods ended March 31, 2013 and June 30, 2013, as filed with the SEC on November 18, 2013, and the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, also as filed with the SEC on November 18, 2013.

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. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following:

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.

On October 2, 2012, we completed our acquisition (the "Central Merger") of Central Parking Corporation ("Central") for 6,161,332 shares of our common stock and the assumption of $217.7 million of Central's debt net of cash acquired. Additionally, Central's former stockholders will be entitled to receive $27.0 million, subject to adjustment, to be paid three years after closing to the extent it is not used to satisfy indemnity obligations. Our consolidated results of operations for the twelve months ended December 31, 2012 include Central's results of operations for the period October 2, 2012 through December 31, 2012. Our consolidated results of operations for the twelve months ended December 31, 2011 and 2010 do not include amounts related to Central's results of operations.

We are one of the leading providers of parking management, ground transportation and other ancillary services to commercial, institutional and municipal clients in the United States, Puerto Rico 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, security 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, valet services, 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, 2012, including Central, we managed approximately 4,300 parking facility locations containing approximately 2.1 million parking spaces in approximately 456 cities, operated 262 parking-related service centers serving 75 airports, operated a fleet of approximately 700 shuttle buses carrying approximately 35 million passengers per year, operated 136 valet locations and employed a professional staff of approximately 25,000 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 market and offer our end-market specific services under our 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 University® 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 excluding Central, was approximately 89% and 91% for the years ended December 31, 2012 and 2011.

We operate our clients' facilities through two types of arrangements: management contracts and leases. As of December 31, 2012, we operated approximately 78% of our locations under management contracts, and approximately 22% of our locations under leases.

Our focus on recurring, predominantly fixed-fee management contracts provides us with a measure of insulation from broader economic cycles and enhances 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 North America's largest private and public owners, municipalities, 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 5% of our revenue or more than 4% of our gross profit for the year ended December 31, 2012. Additionally, we have built a diverse geographic footprint that as of December 31, 2012 included operations in 47 states, the District of Columbia and Puerto Rico, 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 View®, 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. Our electronic, web-based Procure-To-Pay procurement and payment system controls costs by automatically enforcing procurement policies and efficiently processing the associated payables. Our proprietary Click and Park® technology enables people to reserve and purchase parking online, in advance, both for sporting and special events as well as in a wide array of other commercial parking environments. Similarly, our proprietary Click and Ride®

technology lets people reserve and pay for bus seating online. Our proprietary MPM Plus® monthly parker management and billing system provides comprehensive and reliable billing of the parking-related provisions of multi-year commercial tenant leases. As part of the Central Merger, we acquired Focus Point technology, which enables us to monitor revenue at parking operations and provide 24-hour-a-day customer assistance (including remedying equipment malfunctions). 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 geographic base of operations more effectively.

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. Accordingly, the industry remains highly fragmented. 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.

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

A number of industry trends should facilitate growth for larger outsourced commercial parking facility management providers, including the following:

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

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:

The scope of our management services typically also includes a number of functions that support the basic daily facility operations, such as:

Beyond the conventional parking facility management services described above, we also offer an expanded range of ancillary services. For example:

We offer a comprehensive package of amenity and customer service programs, branded as Ambiance in Parking®, 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 CDs 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.

SPokes. Monthly parkers at participating facilities can check out a cruiser bike, free of charge, for their personal use. Parking customers make their reservations through the facility manager, and all riders are provided with helmets. Returned bikes and helmets are inspected and cleaned by a facility employee before reuse.

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®). We provide 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, installation and maintenance).

SPare^TM Emergency Care Services. Under our SPare^TM Emergency Care Services program, 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, 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.

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.

Web-Based Applications. As a result of the Central Merger, Standard Parking has acquired a portfolio of PC-based applications that are also supported with iPhone and Android apps. These advanced technology and feature rich applications are designed to support client and customer acquisition and retention, deliver business programs that benefit employees and other organizational members, and include direct-to-consumer programs intended to enhance daily, monthly and event parking revenue at our locations. These platforms are easily integrated with ecommerce capabilities such as the Company's proprietary Click and Park® online reservation and payment engine.

Centralized Contact Center. We deliver a high level of customer service by bringing our national customer service expertise to local markets through a centralized system designed to enhance consistency and performance. A centralized team of trained Contact Center professionals offer increased availability and improved responsiveness to meet customer needs. Whether via email, phone or other communication channels, our customer support team is readily accessible by our customers, and centralized databases provide the team with necessary customer-related information on a city-by-city basis.

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.

We maintain regional and city offices throughout the United States, Puerto Rico and Canada in order to support approximately 25,000 employees and approximately 4,300 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, Puerto Rico 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 University®, 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 University® is available to our employees on a 24/7 basis so they may access training and information when they need it. In addition, we are expanding USA University to train a growing number of employees in valet operations serving other parking locations, including Class A office buildings and residences, municipalities, airports and stadiums and entertainment complexes, to provide high-quality service.

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 administering our operational, financial and administrative policies, practices and procedures. Our subsidiary, Central, has significant operations in Nashville, Tennessee.

Our client base includes a diverse cross-section of public and private owners of commercial, institutional and municipal real estate. No single client represented more than 5% of revenues or more than 4% of our gross profit for the year ended December 31, 2012. For the years ended December 31, 2012 and December 31, 2011, we retained an average of 90% of our locations (which statistic includes the impact of our decision to exit from unprofitable contracts and excludes locations acquired in the Central Merger).

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. Our proprietary Click and Park® technology enables people to reserve and purchase parking online, in advance, both for sporting and special events as well as in a wide array of other commercial parking environments. At many locations, Click and Park® users also can get customized directions showing what route to take to get to their parking destination most efficiently. Similarly, our proprietary Click and Ride® system lets people reserve and pay for bus seating online, in advance. Our proprietary MPM Plus® monthly parker management and billing system provides comprehensive and reliable billing of the parking-related provisions of multi-year commercial tenant leases.

In connection with the Central Merger, we acquired Focus Point Parking, a remote parking management company located in Austin, Texas. From its Austin office, Focus Point personnel are able to monitor revenue and other aspects of a parking operation and provide 24-hour-a-day customer assistance (including remedying equipment malfunctions). We have begun expanding the locations

where our Focus Point technology is installed. Focus Point has been installed in approximately sixty locations with several other locations in the process of implementing Focus Point. We expect this business to grow as clients focus on improving the profitability of their parking operations by decreasing labor costs at their locations through remote management.

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 View®, an Internet-based system that gives our clients the flexibility and convenience to access and download their monthly financials and detailed back-up reports. In addition, use of our electronic, web-based Procure-To-Pay procurement and payment system controls costs by automatically enforcing procurement policies and efficiently processing the associated payables. We believe that our standardized processes and controls enhance our ability to successfully add new locations and expand our operations into new markets.

As of December 31, 2012, we employed 25,011 individuals, including 14,940 full-time and 10,071 part-time employees. As of December 31, 2011, we employed 11,914 individuals, including 6,602 full-time and 5,312 part-time employees. Approximately 30% of our employees are covered by collective bargaining agreements and represented by labor unions. Various union locals represent parking attendants and cashiers at the New York City facilities. Some of our employees are also represented by labor unions in the following cities: Atlantic City, Chicago, Detroit, Jersey City, Long Beach (CA), Los Angeles, Manchester (NH), Miami, Newark, Philadelphia, Pittsburgh, Rochester, San Francisco, San Juan (Puerto Rico), Syracuse, Washington, DC. We are frequently engaged in collective bargaining negotiations with various union locals. No single collective bargaining agreement covers a material number of employees. We believe that our employee relations are generally good.

We purchase comprehensive liability insurance covering certain claims that occur in the operations that 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 coverage. 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 pay directly or 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 believe that our insurance coverage is adequate and consistent with industry practice. 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.

We purchase group health insurance with respect to eligible full-time employees (whether they work at leased facilities, managed facilities or in our support offices) and their family members. With

regard to employees paid through the Standard Parking payroll system, we are fully-insured for all covered expenses. With regard to employees paid through the Central payroll system, we self-insure up to a $175,000 stop-loss limit per illness.

Pursuant to our management contracts, we charge those clients an allocated portion of our insurance-related costs.

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.

Our management believes that we compete for management clients based on a variety of factors, including fees charged for services, ability to generate revenues and control expenses for clients, accurate and timely reporting of operational results, quality of customer service, and ability to anticipate and respond to industry changes. Factors that affect our ability to compete for leased locations include the ability to make financial commitments, long-term financial stability, and the ability to generate revenues and control expenses. Factors affecting our ability to compete for employees include wages, benefits and working conditions.

Our business is subject to numerous federal, state and local laws and regulations, and in some cases, municipal and state authorities directly regulate parking facilities. Our facilities in New York City are, for example, subject to extensive governmental restrictions concerning automobile capacity, pricing, structural integrity and certain prohibited practices. Many cities impose a tax or surcharge on parking services, which generally range from 10% to 50% of revenues collected. We collect and remit sales/parking taxes and file tax returns for and on behalf of our clients and ourselves. 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.

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. Additionally, Central previously owned a large number of real properties and we acquired a partial ownership interest in six parking facilities as part of the Central Merger. We may now be liable for such costs as a result of such previous and current ownership. 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.

Several state and local laws have been passed in recent years that encourage car-pooling and the use of mass transit or impose certain restrictions on automobile usage. These types of laws have adversely affected our revenues and could continue to do so in the future. For example, the City of New York imposed restrictions in the wake of the September 11 terrorist attacks, which included street closures, traffic flow restrictions and a requirement for passenger cars entering certain bridges and tunnels to have more than one occupant during the morning rush hour. It is possible that cities could enact additional measures such as higher tolls, increased taxes and vehicle occupancy requirements in certain circumstances, which could adversely impact us. We are also affected by zoning and use restrictions and other laws and regulations that are common to any business that deals with real estate.

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, human rights laws and whistle blowing. Several cities in which we have operations either have adopted or are considering the adoption of so-called "living wage" ordinances, which could adversely impact our profitability by requiring companies that contract with local governmental authorities and other employers to increase wages to levels substantially above the federal minimum wage. In addition, we are subject to provisions of the Occupational Safety and Health Act of 1970, as amended ("OSHA"), and related regulations. 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.

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 of 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.

Various other governmental regulations affect our operation of parking facilities, both directly and indirectly, including the Americans with Disabilities Act (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 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.

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 the Investor Relations section of our www.standardparking.com web site promptly after those reports and other information are electronically filed with or furnished to the SEC. Information contained on our web sites 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 sites or any other web site to be a part of this or any other report we file with or furnish to the SEC.

Standard Parking® and the Standard Parking logo, SP Plus® and the SP Plus logo and Click and Park®, the Click and Park® logo, CPC®, Central Parking System®, Central Parking Corporation®, USA Parking®, Focus Point Parking® and Allright Parking® 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. We invented the Multi-Level Vehicle Parking Facility musical Theme Floor Reminder System. We have also registered the copyright rights in our proprietary software, such as Client View©, Hand Held Program©, License Plate Inventory Programs© and ParkStat© with the United States Copyright Office.

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.

We may be unable to integrate Central's business with our own successfully.

On October 2, 2012, we completed our acquisition of Central Parking Corporation, and Central is now our wholly owned subsidiary. We are devoting significant management attention and resources to integrating Central's business practices and operations with our own. Potential difficulties we may encounter as part of the integration process include the following:

It is possible that the integration process could result in diversion of the attention of our management, which could adversely affect our ability to maintain relationships with customers, clients, employees and other constituencies or our ability to achieve the anticipated benefits of the merger, or could reduce our earnings or otherwise adversely affect our business and financial results.

We incurred substantial additional indebtedness in connection with the Central Merger.

In connection with the Central Merger, we entered into a credit agreement dated October 2, 2012 providing for $450.0 million in secured Senior Credit Facility ("Senior Credit Facility) consisting of (1) a $200.0 million five-year revolving credit facility and (2) a $250.0 million term loan facility with Bank of America, N.A., Wells Fargo Bank, N.A., and JPMorgan Chase Bank, N.A. and certain other financial institutions. In conjunction with Central Merger, we assumed approximately $217.7 million of Central's debt, net of cash acquired, which was repaid at closing using the proceeds of the $450.0 million Senior Credit Facility. In addition, the proceeds from these borrowings have been and will be used by us to finance in part the Central Merger, the costs and expenses related to the Central Merger and the our ongoing working capital and other general corporate purposes. As a result, we have indebtedness that is substantially greater than our indebtedness prior to the Central Merger. This higher level of indebtedness may:

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. If the consolidated leverage ratio exceeds certain thresholds, the interest rate on indebtedness outstanding under our credit facility will be higher. In addition, if the consolidated leverage ratio exceeds certain other thresholds, we will be required to make mandatory prepayments of our outstanding indebtedness using excess free cash flow.

We may incur substantial additional indebtedness in the future, which could cause the related risks to intensify. We may need to refinance all or a portion of our indebtedness on or before their respective maturities. 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 have incurred substantial expenses and expect to incur additional substantial expenses related to the Central Merger and our integration with Central.

We have incurred or expect to incur approximately $37.1 million in total merger and integration costs, including $7.5 million in transaction costs, $19.3 million for synergy planning and integration costs and $10.3 million for financing costs and original issue discount costs. While we have assumed that this level of expense will be incurred, there are many factors beyond our control that could affect the total amount of merger and integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. To the extent these merger and integration expenses are higher than anticipated, our future operating results and financial condition may be materially adversely affected and our ability to meet the leverage ratio and fixed charged ratio mandated by our Senior Credit Facility may be impaired.

Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved in the normal course of 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. The outcome of these legal proceedings cannot be predicted. It is possible that an unfavorable outcome of some or all of the matters could cause us to incur substantial liabilities that may have a material adverse effect upon our financial condition and results of operations. Any significant adverse litigation, judgments or settlements could have a negative effect on our business, financial condition and results of operations. In addition, Central is subject to a number of ongoing legal proceedings, and we will incur substantial expenses defending such matters and may have judgments levied against us that are substantial and may not be covered by reserves.

Damage caused by Hurricane Sandy will adversely impact our business and financial results.

We have significant operations in New Jersey, New York and other areas that have been impacted by Hurricane Sandy. Although it is premature to quantify the total reduction in revenues or net income related to Hurricane Sandy, we expect that our business and financial results will be adversely impacted. We have engaged forensic accountants to assist in the process of identifying and quantifying the total revenue reduction and property damage that we have sustained from the hurricane. As of December 31, 2012, no amounts have been recorded related to the deductible portion of our casualty insurance program that we expect to incur in connection with the hurricane-related insurance claim that we will file.

Deterioration in economic conditions in general could reduce the demand for parking and ancillary services and, as a result, reduce our earnings and adversely affect our financial condition.

Adverse changes in global, national and local economic conditions could have a negative impact on our business. High domestic unemployment has contributed to reduced discretionary spending by consumers and slowed or reduced economic activity by businesses in the U.S. and most major global economies compared to 2007 levels. In addition, our business operations 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 high unemployment in these large urban areas. In addition, increased unemployment levels, the 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.

Adverse changes in 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.

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 clients to cancel their agreements to purchase our services.

The Central Merger may result in a loss of customers, clients and strategic alliances.

As a result of the Central Merger, some of our customers, clients, potential customers or clients or strategic partners may terminate their business relationship with us. Potential clients or strategic partners may delay entering into, or decide not to enter into, a business relationship with us because of the Central Merger. If customer or client relationships or strategic alliances are adversely affected by the Central Merger, our business and financial performance could suffer.

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. 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. Our 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, giving clients regular opportunities to attempt to negotiate a reduction in fees or other allocated costs. Any loss of a significant number of clients could in the aggregate materially adversely affect our operating results.

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. Additionally, some of our leases acquired in the Central Merger include provisions allocating responsibility for all structural repairs required on the property to us, including repairs arising as a result of ordinary wear and tear. The number of these leases under which we may have responsibility for structural repairs is difficult to quantify, mainly due to the large number of leases we acquired in the Central Merger, unclear language in many of these leases regarding repairs and the parties responsible for such repairs, and the uncertainty as to the interpretation of such language under the laws of the states governing those leases. Furthermore, the potential liability associated with any structural repair obligations is currently unknown and difficult to estimate. We may not have sufficient reserves, and the applicable indemnity under the merger agreement may be inadequate, to cover such obligations. An increase in the cost of parking services could reduce our gross profit derived from locations that we operate under leases. As of December 31, 2012, we operated 22% of our locations under leases, compared to 9% prior to the Central Merger.

The Central Merger resulted in changes to our board that may affect our strategy and operations.

Following the Central Merger, our board increased from five to eight directors and three new directors designated for appointment to our board by former Central stockholders became members of our board. This new composition of our board may affect our business strategy and operating decisions. In addition, there can be no assurances that the new board will function effectively as a team and that there will not be any adverse effects on our business as a result.

The disposition of contracts required under our agreement with the DOJ in connection with the Central Merger could have an adverse effect on us.

On September 26, 2012, the United States Department of Justice filed suit in the United States District Court for the District of Columbia challenging the Central Merger under U.S. antitrust law. Simultaneously with the filing of the lawsuit, DOJ filed papers settling the case. The terms of the settlement were set forth in an Asset Preservation Stipulation and Order, which was signed by the Court, and a Proposed Final Judgment, which was subsequently entered as a Final Judgment by the Court. Under the terms of those documents we are divesting (or have already divested) contracts covering 107 off-street parking facilities. As of March 12, 2013, 100 divestitures had been completed. The contracts, which include both leases and management agreements, have been or will be sold, terminated or permitted to expire without renewal. The divestitures of the contracts required by these agreements could have an adverse effect on our revenues.

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. We may be potentially liable for such costs as a result of our operation of parking facilities. Additionally, Central previously owned a large number of real properties and we acquired a partial ownership interest in six parking facilities as part of the Central Merger. We may now be liable for such costs as a result of such previous and current ownership. In addition, from time to time we are involved in environmental issues at certain locations or in connection with our operations. 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.

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 rules impose substantial financial penalties for non-compliance.

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.

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, 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.

We are subject to intense competition that could constrain our ability to gain business, as well as our profitability.

We believe that competition in parking facility management and ancillary services is intense. The low cost of entry into the parking facility management business has led to a strongly competitive, fragmented market consisting primarily of 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 services. We provide nearly all of our services under contracts, many of which are obtained through competitive bidding, and 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 quality of service. As we have worked to establish ourselves as 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. Furthermore, these strong competitive pressures could impede our success in bidding for profitable business and our ability to increase prices even as costs rise, thereby reducing margins.

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 carriers for each loss incurred up to the amount of a specified deductible. The per-occurrence deductible (or in some cases self-insured retention) 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 the property insurance policies varies based upon the insured values and the peril that causes the loss. The stop-loss limit applicable under the group health insurance we provide for employees paid through the Central payroll system is $175,000 per illness. Our financial statements reflect our funding of all such obligations based upon guidance and evaluation 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 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, claim costs or premiums paid by us could have a material adverse effect on our operating income.

At December 31, 2012, approximately 30% of our employees were represented by labor unions and approximately 25% of our collective bargaining contracts were up for renewal in 2013, representing approximately 4% of our employees. In addition, at any given time, we may face a number of union organizing drives.

When one or more of our major collective bargaining agreements becomes subject to renegotiation or when we face union organizing drives, we may disagree with the union on important issues that, in turn, could lead to a strike, work slowdown or other job actions. There can be no assurance that we will be able to renew existing labor union contracts on acceptable terms. In such cases, there are no assurances that we would be able to staff sufficient employees for our short-term needs. A strike, work slowdown or other job action could in some cases disrupt us from providing services, resulting in reduced revenues. If declines in client service occur or if our clients are targeted for sympathy strikes by other unionized workers, contract cancellations could result. The result of negotiating a first time agreement or renegotiating an existing collective bargaining agreement could result in a substantial increase in labor and benefits expenses that we may be unable to pass through to clients. In addition, potential legislation could make it significantly easier for union organizing drives to be successful and could give third-party arbitrators the ability to impose terms of collective bargaining agreements upon us and a labor union if we are unable to agree with such union on the terms of a collective bargaining agreement.

In addition, 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.

Natural disasters or acts of terrorism, including cyber terrorism, could disrupt services.

Hurricanes, storms, earthquakes, drought, floods or other natural disasters or acts of terrorism may result in reduced revenues. Disasters may also cause economic dislocations throughout the country. Acts of cyber terrorism involve the premeditated use of disruptive activities, or the threat thereof, involving computers and/or networks, with the intention to cause harm or further social, ideological, religious, political or similar objectives. The occurrence of acts of cyber terrorism such as website defacement, denial of automated payment services, sabotage of our proprietary on-demand technology or the use of electronic social media to disseminate unfounded or otherwise harmful allegations to our reputation, could have a material adverse effect on our business. In addition, terrorist 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. We derive a significant percentage of our gross profit from parking facilities and parking related services in and around airports. 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.

State and municipal government clients may sell or enter into long-term leases of parking-related assets to our competitors.

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.

Uncertainty in the credit markets may negatively impact our ability to collect receivables on a timely basis and our cash flow.

The U.S. and global economies and the financial and credit markets continue to experience slow growth, and there continues to be diminished liquidity and credit availability in certain sectors. In addition, the tightening of credit in financial markets may adversely affect the ability of our clients to obtain financing, which could adversely impact our ability to collect amounts due from such clients or result in a decrease, or cancellation, of our services under our client contracts. Declines in our ability to collect receivables or in the level of client spending could adversely affect the results of our operations and our liquidity.

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

The rate of our expansion will depend in part on the availability of adequate capital, which in turn will depend in large part on cash flow generated by our business and the availability of equity and debt capital. 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.

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, either generally or because we are unwilling or unable to post collateral at levels sufficient to satisfy the surety's requirements, 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.

Federal health care reform legislation may adversely affect our business and results of operations.

In March 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 were signed into law in the U.S. (collectively, the "Health Care Reform Laws"). The Health Care Reform Laws include a large number of health-related provisions that become effective over the next four years, including requiring most individuals to have health insurance and establishing new regulations on health plans. Although the Health Care Reform Laws do not mandate that employers offer health insurance, beginning in 2014, penalties will be assessed on

large employers who do not offer health insurance that meets certain affordability or benefit requirements. Providing such additional health insurance benefits to our employees, or the payment of penalties if such coverage is not provided, would increase our expenses. If we are unable to raise the rates we charge our clients to cover this expense, such increases in expense could reduce our operating profit.

In addition, under the Health Care Reform Laws, employers will have to file a significant amount of additional information with the Internal Revenue Service and will have to develop systems and processes to track requisite information. We will have to modify our current systems, which could increase our general and administrative expense.

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 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.

We operate parking facilities in 47 states and the District of Columbia in the United States, Puerto Rico and four provinces of Canada. The following table summarizes certain information regarding our facilities as of December 31, 2012:

		# of Locations						# of Spaces

States/Provinces	Airports and Urban Cities	Airport		Urban		Total		Airport		Urban		Total
Alabama	Airport, Birmingham and Mobile		1		71		72		1,074		16,128		17,202
Alberta	Airports, Calgary and Edmonton		3		17		20		—		4,086		4,086
Arkansas	Little Rock		—		1		1		—		371		371
Arizona	Phoenix and Tempe		—		33		33		—		27,379		27,379
California	Airports, Beverly Hills, Glendale, Long Beach, Los Angeles, Newport Beach, Riverside, Sacramento, San Francisco, San Jose and Santa Monica		30		889		919		59,820		267,790		327,610
Colorado	Airports, Aurora, Colorado Springs, and Denver		9		158		167		40,477		66,802		107,279
Connecticut	Airports and Hartford		12		10		22		12,868		3,609		16,477
Delaware	Wilmington		—		4		4		—		1,384		1,384
District of Columbia	Airport and Washington, DC		1		77		78		—		18,828		18,828
Florida	Airports, Coral Gables, Ft. Myers, Miami, Orlando and Tampa		9		222		231		28,906		92,033		120,939
Georgia	Airports and Atlanta		18		66		84		37,967		41,809		79,776
Hawaii	Airports, Honolulu, and Kahului		3		37		40		2,455		13,713		16,168
Idaho	Airport		1		—		1		915		—		915
Illinois	Airports, Chicago and Evanston		13		322		335		37,366		120,650		158,016
Indiana	Airport and Indianapolis		1		7		8		2,305		2,130		4,435
Kansas	Topeka		—		2		2		—		832		832
Kentucky	Airports and Lexington		6		20		26		16,807		3,527		20,334
Louisiana	Airports, Baton Rouge and New Orleans		8		102		110		9,608		22,943		32,551
Maine	Airports and Portland		3		3		6		3,081		1,890		4,971
Manitoba	Winnipeg		—		10		10		—		2,471		2,471
Maryland	Baltimore, Landover and Oxon Hill		—		60		60		—		60,626		60,626
Massachusetts	Airport, Boston and Cambridge		1		106		107		—		40,200		40,200
Michigan	Airports and Detroit		18		14		32		44,435		7,054		51,489
Minnesota	Minneapolis and St. Paul		—		44		44		—		13,978		13,978
Mississippi	Jackson		—		18		18		—		6,408		6,408
Missouri	Airports, Kansas City and St. Louis		7		100		107		26,644		42,235		68,879
Montana	Airports		6		—		6		4,864		—		4,864
Nebraska	Airports and Omaha		2		26		28		1,307		12,230		13,537
Nevada	Las Vegas		—		3		3		—		200		200
New Hampshire	Airports		5		—		5		8,427		—		8,427
New Jersey	Camden, Jersey City, Newark, Paterson and Wayne		—		86		86		—		82,391		82,391
New Mexico	Airport and Albuquerque		1		4		5		—		1,691		1,691
New York	Airports, Bronx, Brooklyn, Manhattan and New York City		8		319		327		15,547		98,651		114,198
North Carolina	Airports and Charlotte		3		35		38		2,352		22,840		25,192
North Dakota	Airports		2		—		2		2,336		—		2,336
Ohio	Airports, Cincinnati, Cleveland and Columbus		16		184		200		20,044		100,551		120,595

		# of Locations						# of Spaces

States/Provinces	Airports and Urban Cities	Airport		Urban		Total		Airport		Urban		Total
Oklahoma	Oklahoma City and Tulsa		—		24		24		—		5,171		5,171
Ontario	Hamilton, Kitchener and Toronto		—		114		114		—		30,762		30,762
Oregon	Airports and Portland		7		10		17		18,293		4,042		22,335
Pennsylvania	Airports and Philadelphia		4		74		78		7,241		53,489		60,730
Puerto Rico	Carolina and San Juan		—		28		28		—		17,161		17,161
Quebec	Gatineau		—		2		2		—		1,731		1,731
Rhode Island	Airports and Providence		7		16		23		9,027		7,327		16,354
South Carolina	Columbia		—		4		4		—		1,901		1,901
South Dakota	Airports		2		—		2		2,716		—		2,716
Tennessee	Airports, Knoxville, Memphis and Nashville		10		104		114		22,193		21,848		44,041
Texas	Airports, Austin, Dallas, Ft. Worth, Houston and San Antonio		28		242		270		41,946		145,673		187,619
Utah	Airports and Salt Lake City		11		14		25		18,381		6,198		24,579
Virginia	Airports, Arlington, Newport News, Richmond and Virginia Beach		8		112		120		11,280		37,419		48,699
Washington	Airport, Bellevue and Seattle		1		135		136		1,253		29,311		30,564
West Virginia	Charleston		—		17		17		—		5,919		5,919
Wisconsin	Airports and Milwaukee		12		37		49		19,837		17,812		37,649
Wyoming	Casper		—		4		4		—		1,200		1,200

	Totals		277		3,987		4,264		531,772		1,584,394		2,116,166

We have interest in fifteen joint ventures, seven limited liability companies, twelve general partnerships, and one limited partnership that each operate between one and thirty-five parking facilities.

In addition, as part of the Central Merger, we acquired a partial ownership six parking facilities.

For additional information, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Summary of Operating Facilities."

We lease approximately 24,000 square feet for our corporate offices in Chicago, Illinois. The lease expires in September, 2013. We have signed a lease for approximately 35,000 square feet in a different building effective when our current lease terminates. We believe this space, augmented by a right of first offer on additional space, will be adequate to meet our current and foreseeable future needs.

We also lease approximately 40,000 square feet for our Support Office in Nashville, Tennessee. The lease expires in 2014. We are currently assessing various options for office space to ensure that when the current lease expires we will have adequate facilities to meet current and foreseeable future needs.

We also lease regional offices in various cities. 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.

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 PURCHASES OF EQUITY SECURITIES

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.

As of March 6, 2013, there were 2,419 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.

We did not pay a cash dividend in respect of our common stock in 2012 or 2011. 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.

In June 2011, our Board of Directors authorized us to repurchase shares of our common stock, on the open market, up to $20.0 million in aggregate and cancelled a prior authorization from 2008.

There were no stock repurchases for the year ended December 31, 2012. As of December 31, 2012, $12.5 million remained available for stock repurchases under the June 2011 authorization by the Board of Directors.

During the second quarter of 2011, we repurchased 27,803 shares from third party shareholders at an average price of $15.52 per share, including average commissions of $0.03 per share, on the open market. The total value of the second quarter transactions was $0.4 million. At June 30, 2011, 27,803 shares were held as treasury stock. In July 2011 we returned the shares to authorized and unissued.

During the third quarter of 2011, we repurchased 286,109 shares from third party shareholders at an average price of $16.08 per share, including average commissions of $0.03 per share, on the open market. The total value of the third quarter transactions was $4.6 million. At September 30, 2011, 55,370 shares were held as treasury stock. In October 2011 we returned the shares to authorized and unissued.

During the fourth quarter of 2011, we repurchased 147,600 shares from third party shareholders at an average price of $17.02 per share, including average commissions of $0.03 per share, on the open market. The total value of the fourth quarter transactions was $2.5 million. At December 31, 2011, no shares were held as treasury stock and all repurchased shares were returned to authorized and unissued shares.

The following table presents selected historical consolidated financial data as of December 31, 2012, 2011 and 2010, 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, 2009 and 2008 derived from our audited consolidated financial statements, which are not included herein. The selected historical consolidated financial data reflects the impact of the Restatement and, as applicable the Purchase Allocation Recast, which is more fully described in the explanatory note and footnote B of our consolidated financial statements included in this Annual Report on Form 10-K/A. 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 2012, 2011 and 2010 which are included elsewhere herein. The historical results do not necessarily indicate results expected for any future period.

On October 2, 2012, we completed our acquisition (the "Central Merger") of Central Parking Corporation ("Central"). Our consolidated results of operations for the twelve months ended December 31, 2012 include Central's results of operations for the period October 2, 2012 through December 31, 2012. Our consolidated results of operations for the twelve months ended December 31, 2011 and 2010 do not include amounts related to Central's results of operations.

The results of operations for the historical periods included in the following table are not necessarily indicative of the results to be expected for future periods. In addition, see Item 1A. "Risk

Factors" of this Annual Report on Form 10-K for a discussion of risk factors that could impact our future results.

	Year Ended December 31,

	2012			2011			2010			2009			2008
	(In thousands) (Restated)
Statement of Operations Data:
Parking services revenue:
Lease contracts	$	250,355		$	147,510		$	138,664		$	140,441		$	154,311
Management contracts		230,501			173,725			171,331			153,382			145,828
Reimbursed management contract revenue		473,082			408,427			411,148			401,671			400,621

Total revenue		953,938			729,662			721,143			695,494			700,760
Cost of parking services:
Lease contracts		231,781			136,494			128,613			130,897			140,058
Management contracts		141,949			97,186			96,912			87,812			71,092
Reimbursed management contract expense		473,082			408,427			411,148			401,671			400,621

Total cost of parking services		846,812			642,107			636,673			620,380			611,771
Gross profit:
Lease contracts		18,574			11,016			10,051			9,544			14,253
Management contracts		88,552			76,539			74,419			65,570			74,736

Total gross profit		107,126			87,555			84,470			75,114			88,989
General and administrative expenses		86,540			48,297			47,878			44,707			47,619
Depreciation and amortization		13,513			6,618			6,074			5,828			6,059

Operating income		7,073			32,640			30,518			24,579			35,311
Interest expense		8,616			4,691			5,335			6,012			6,476
Interest income		(297	)		(227	)		(218	)		(268	)		(155	)

		8,319			4,464			5,117			5,744			6,321

Income before income taxes		(1,246	)		28,176			25,401			18,835			28,990
Income tax (benefit) expense		(3,620	)		10,700			9,770			6,807			10,892

Net income		2,374			17,476			15,631			12,028			18,098
Less: Net income attributable to noncontrolling interest(1)		1,034			378			268			123			148

Net income attributable to Standard Parking Corporation(2)	$	1,340		$	17,098		$	15,363		$	11,905		$	17,950

Balance Sheet Data (at end of year):
Cash and cash equivalents	$	28,450		$	13,220		$	7,305		$	8,256		$	8,301
Total assets(3)		905,283			242,971			242,843			230,180			222,561
Total debt(4)		310,559			82,013			97,902			113,211			125,064
Total Standard Parking Corporation stockholders' equity(5)		186,248			41,251			29,204			8,554			(2,991	)

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.

The discussion and analysis below gives effect to the Restatement, which is to reflect a correction in the manner in which the Company has accounted for deficiency payments under the Bradley Agreement. Cumulative deficiency payments under the Bradley Agreement, net of reimbursements, had previously been recorded as an accounts receivable by the Company.

At the time of the Company's initial accounting for the Bradley Agreement in 2000, the Company's revenue projections as well as the projections included in the Bradley Agreement and in the feasibility study prepared by the State's parking consultant showed that the State would be able to repay deficiency payments, if any, over the term of the Bradley Agreement. The Company continues to believe that the State will be able to repay and expects that the State will ultimately repay the deficiency payments made by the Company under the Bradley Agreement. However, it has now been determined that the recovery of the deficiency payments represents a contingency and accordingly, (i) the deficiency payments made by the Company under the Bradley Agreement should have been, and should continue to be, recorded as cost of parking services in the reporting periods in which such payments were made, and (ii) the repayments to the Company of the principal, interest and premium related to deficiency payments should have been, and should continue to be, recognized as a reduction in the cost of parking services during or in the reporting periods in which such repayments were received. This approach is different from the Company's historical practice of reporting such deficiency payments as accounts receivable.

On October 2, 2012, we completed our acquisition (the "Central Merger") of Central Parking Corporation ("Central"). Central, together with its affiliates, was a leading provider of parking and related services, which operated parking facilities in 38 states, the District of Columbia and Puerto Rico and provided ancillary products and services, including parking consulting, shuttle, valet, on-street and parking meter enforcement and billing and collection services. Our consolidated results of operations for the twelve months ended December 31, 2012 include Central's results of operations for the period October 2, 2012 through December 31, 2012. Our consolidated results of operations for the twelve months ended December 31, 2011 and 2010 do not include amounts related to Central's results of operations.

During September 2013, the Company finalized the purchase price allocation for the Central Merger. As required by generally accepted accounting principles, the Company has recast the previously issued consolidated financial statements for the year ended December 31, 2012 included in this Annual Report on Form 10-K/A to reflect the impact of the final purchase allocation as if it were completed at the date of acquisition. The discussion and analysis below gives effect to the Purchase Allocation Recast.

For further information regarding the Restatement, see the Restatement 8-K, and for detailed financial information with respect to the Restatement and the Purchase Allocation Recast, see Note B to consolidated financial statements included in this Annual Report on Form 10-K/A.

We manage parking facilities in urban markets and at airports across the United States, Puerto Rico and in four Canadian provinces. We typically enter into contractual relationships with property owners or managers as opposed to owning facilities.

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, 2012, we operated 78% of our locations under management contracts and 22% 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, excluding Central as of December 31, 2012, 91% of our locations were operated under management contracts and 81.2% of our gross profit for the year ended December 31, 2012 was derived from management contracts. Excluding Central, only 52.7% of total revenue (excluding reimbursed management contract revenue), 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.

In addition to the Central Merger completed on October 2, 2012, recent business developments included the following:

We have significant operations in New Jersey, New York and other areas that have been impacted by Hurricane Sandy. Although it is premature to quantify the total reduction in revenues or net income related to Hurricane Sandy, we expect that our business and financial results will be adversely impacted. We have engaged forensic accountants to assist in the process of identifying and quantifying the total revenue reduction and property damage that we have sustained from the hurricane. As of March 6, 2013, no amounts have been recorded related to the deductible portion of our casualty insurance program that we expect to incur in connection with the hurricane-related insurance claim that we will file.

On September 26, 2012, the United States Department of Justice filed suit in the United District Court for the District of Columbia challenging the Central Merger under U.S. antitrust law. Simultaneously with the filing of the lawsuit, DOJ filed papers settling the case. The terms of the settlement were set forth in an Asset Preservation Stipulation and Order, which was signed by the Court, and a Proposed Final Judgment, which was subsequently entered as a Final Judgment by the Court. Under the terms of those documents we are divesting (or have already divested) contracts covering 107 off-street parking facilities. As of March 12, 2013, 100 divestitures had been completed. The contracts, which include both leases and management agreements, have been or will be sold, terminated or permitted to expire without renewal. The divestitures of the contracts required by these agreements could have an adverse effect on our revenues.

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 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, excluding Central, for the twelve-month periods ended December 31, 2012 and December 31, 2011 was approximately 89% and 91%, respectively, which also reflects our decision not to renew, or terminate, unprofitable contracts and sales required to be made by the Department of Justice in connection with the Central Merger.

Excluding Central, for the year ended December 31, 2012 compared to the year ended December 31, 2011, average gross profit per location did not change significantly from $41.1 thousand in 2011 compared to $41.7 thousand in 2012.

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:

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:

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 revenue consists of the direct reimbursement from the property owner for operating expenses incurred under a management contract, which is reflected in our revenue.

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 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 include salaries, wages, payroll taxes, insurance, travel and office related expenses for our headquarters, field offices, supervisory employees, and board of directors.

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.

As noted previously, the financial results for the year ended December 31, 2012 include only approximately three months of operations related to the acquired Central operations due to the timing of the closing of the Central Merger on October 2, 2012. The financial results for the year ended December 31, 2011 do not include any amounts related to Central. To help understand the operating results for the periods, the term "Central operations" refers to the results of Central on a stand-alone basis for the period from October 2, 2012 to December 31, 2012 and the term "Standard operations" refers to the results of Standard on a stand-alone basis and not inclusive of results from the acquired operations of Central for the twelve months ended December 31, 2012.

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 revenue) by region for the years ended December 31, 2012 and 2011. Information related to prior years has been recast to conform to the current regional alignment.

Region One encompasses operations in Connecticut, Delaware, District of Columbia, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Virginia, West Virginia and Wisconsin.

Region Two encompasses event planning and transportation, and our technology-based parking and traffic management systems.

Region Three encompasses operations in Canada, Arizona, California, Colorado, Hawaii, Nevada, New Mexico, Oregon, Utah, Washington, and Wyoming.

Region Four encompasses all major airport and transportation operations nationwide.

Region Five encompasses Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, Oklahoma, Puerto Rico, Tennessee, and Texas.

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

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

	Year Ended December 31,

	Region One				Region Two				Region Three				Region Four				Region Five				Other					Total				Variance
	2012		2011		2012		2011		2012		2011		2012		2011		2012		2011		2012			2011		2012		2011		Amount			%
	(In millions)
Lease contract revenue:
New location	$	2.6	$	0.3	$	—	$	—	$	4.0	$	0.7	$	0.2	$	—	$	10.1	$	—	$	—		$	—	$	16.9	$	1.0	$	15.9			1590.0
Contract expirations		0.8		3.4		—		—		0.2		2.2		0.4		0.6		1.2		1.8		—			—		2.6		8.0		(5.4	)		(67.5	)
Same location		70.2		66.8		—		—		18.8		17.5		41.4		38.0		14.8		13.8		—			—		145.2		136.1		9.1			6.7
Conversions		1.1		1.5		—		—		—		—		0.9		0.9		—		—		—			—		2.0		2.4		(0.4	)		(16.7	)
Acquisition		59.1		—		1.4		—		7.7		—		—		—		15.6		—		(0.1	)		—		83.7		—		83.7			—

Total lease contract revenue	$	133.8	$	72.0	$	1.4	$	—	$	30.7	$	20.4	$	42.9	$	39.5	$	41.7	$	15.6	$	(0.1	)	$	—	$	250.4	$	147.5	$	102.9			69.8

Management contract revenue:
New location	$	6.5	$	1.5	$	6.4	$	0.1		7.0	$	1.9	$	2.7	$	0.9	$	2.0	$	0.8	$	—		$	—	$	24.6	$	5.2	$	19.4			373.1
Contract expirations		2.6		8.8		1.2		0.3		3.6		8.8		—		1.2		0.5		1.5		—			—		7.9		20.6		(12.7	)		(61.7	)
Same location		41.0		39.2		8.6		8.8		43.2		43.1		45.7		45.4		13.5		9.8		1.2			1.0		153.2		147.3		5.9			4.0
Conversions		0.7		0.6		—		—		—		—		—		—		—		—		—			—		0.7		0.6		0.1			16.7
Acquisition		15.1		—		5.4		—		5.4		—		13.0		—		6.2		—		(1.0	)		—		44.1		—		44.1			—

Total management contract revenue	$	65.9	$	50.1	$	21.6	$	9.2	$	59.2	$	53.8	$	61.4	$	47.5	$	22.2	$	12.1	$	0.2		$	1.0	$	230.5	$	173.7	$	56.8			32.7

Parking services revenue—lease contracts. Lease contract revenue increased $102.9 million, or 69.8%, to $250.4 million for the year ended December 31, 2012, compared to $147.5 million for the year-ago period. The increase in lease contract revenue consisted of an increase from the Standard operations of $19.2 million, or 13.0%, and $83.7 million from the Central operations. The increase resulted primarily from increases in revenue from new and same locations and acquisitions, partially offset by decreases in revenue from contract expirations and fewer locations that converted from management contracts during the current year. Same location revenue for those facilities, which as of December 31, 2012 are the comparative periods for the two years presented, increased 6.7%. The increase in same location revenue was due to increases in short-term parking revenue of $7.9 million,

or 8.0%, and increases in monthly parking revenue of $1.2 million, or 3.0%. Revenue associated with contract expirations relates to contracts that expired during the current period.

Parking services revenue—management contracts. Management contract revenue increased $56.8 million, or 32.7%, to $230.5 million for the year ended December 31, 2012, compared to $173.7 million for the year-ago period. The increase in management contact revenue consisted of an increase from the Standard operations of $12.7 million, or 7.3%, and $44.1 million from the Central operations. The increase resulted primarily from increases in revenue from new locations, acquisitions and same locations, which was partially offset by the decrease in contract expirations. Same location revenue for those facilities, which as of December 31, 2012 are the comparative periods for the two years presented, increased 4.0%, primarily due to increased fees from reverse management locations and ancillary services.

Reimbursed management contract revenue. Reimbursed management contract revenue increased $64.7 million, or 15.8%, to $473.1 million for the year ended December 31, 2012, compared to $408.4 million in the year-ago period. This increase resulted from an increase in reimbursements for costs incurred on behalf of owners.

Lease contract revenue increased primarily due to new locations and same locations in regions one, three, four and five, combined with acquisitions in regions one, two, three and five. This was partially offset by decreases in contract expirations in regions one, three, four and five. Same location revenue increases for the aforementioned regions were primarily due to increases in short-term and monthly parking revenue.

Management contract revenue increased primarily due to new locations and acquisitions in all five operating regions, combined with same location revenue in regions one, three, four, five and other. This was partially offset by contract expirations in regions one, three, four and five and same locations in region two. The increases in same location revenue were primarily due to an increase in fees from reverse management locations and ancillary services. For comparability purposes, revenue associated with contract expirations relate to the contracts that expired during the current period.

	Year Ended December 31,

	Region One				Region Two				Region Three				Region Four					Region Five				Other						Total				Variance
	2012		2011		2012		2011		2012		2011		2012			2011		2012		2011		2012			2011			2012		2011		Amount			%
	(In millions)
Cost of parking services lease contracts:
New location	$	2.3	$	0.3	$	—	$	—	$	4.1	$	0.7	$	0.2		$	—	$	9.6	$	—	$	—		$	—		$	16.2	$	1.0	$	15.2			1520.0
Contract expirations		0.8		3.2		—		—		0.2		2.2		0.4			0.7		1.1		1.7		—			—			2.5		7.8		(5.3	)		(67.9	)
Same location		66.1		61.5		—		—		16.8		15.6		40			35.3		13.8		13.0		(1.1	)		(0.1	)		135.6		125.3		10.3			8.2
Conversions		1.0		1.6		—		—		—		—		0.8			0.8		—		—		—			—			1.8		2.4		(0.6	)		(25.0	)
Acquisition		56.4		—		1.3		—		7.4		—		(0.2	)		—		12.3		—		(1.5	)		—			75.7		—		75.7			—

Total cost of parking services lease contracts	$	126.6	$	66.6	$	1.3	$	—	$	28.5	$	18.5	$	41.2		$	36.8	$	36.8	$	14.7	$	(2.6	)	$	(0.1	)	$	231.8	$	136.5	$	95.3			69.8

Cost of parking services management contracts:
New location	$	3.4	$	0.9	$	5.4	$	—	$	4.5	$	1.1	$	3.1		$	1.6	$	0.9	$	0.3	$	—		$	—		$	17.3	$	3.9	$	13.4			343.6
Contract expirations		1.1		5.0		0.9		0.4		2.0		5.3		—			1.0		0.9		0.4		—			—			4.9		12.1		(7.2	)		(59.5	)
Same location		18.6		17.2		6.8		6.8		25.0		24.2		30.6			29.7		8.8		4.9		(1.0	)		(1.7	)		88.8		81.1		7.7			9.5
Conversions		0.1		0.1		—		—		—		—		—			—		—		—		—			—			0.1		0.1		—			—
Acquisition		10.3		—		4.7		—		4.5		—		10.9			—		3.6		—		(3.2	)		—			30.8		—		30.8			—

Total cost of parking services management contracts	$	33.5	$	23.2	$	17.8	$	7.2	$	36.0	$	30.6	$	44.6		$	32.3	$	14.2	$	5.6	$	(4.2	)	$	(1.7	)	$	141.9	$	97.2	$	44.7			46.0

Cost of parking services—lease contracts. Cost of parking services for lease contracts increased $95.3 million, or 69.8%, to $231.8 million for the year ended December 31, 2012, compared to $136.5 million for the year-ago period. The increase in cost of parking services for lease contracts consisted of an increase from the Standard operations of $19.6 million, or 14.4%, and $75.7 million from the Central operations. The increase resulted primarily from increases in costs from new and same locations and acquisitions, which was partially offset by decreases in contract expirations and fewer locations that converted from management contracts during the current year. Same location costs for those facilities, which as of December 31, 2012 are the comparative for the two years presented, increased 8.2%. Same location costs increased $10.3 million primarily due to higher rent expense, primarily as a result of contingent rental payments on the increase in revenue for same locations.

Cost of parking services—management contracts. Cost of parking services for management contracts increased $44.7 million, or 46.0%, to $141.9 million for the year ended December 31, 2012, compared to $97.2 million for the year-ago period. The increase in cost of parking services for management contracts consisted of an increase from the Standard operations of $13.9 million, or 14.3%, and $30.8 million from the Central operations. The increase resulted from increases in costs related to new reverse management locations, same locations and acquisitions, which was partially offset by decreases in contract expirations. Same location costs for those facilities, which as of December 31, 2012 are the comparative for the two years presented, increased 9.5%. Same location increase in operating expenses for management contracts primarily resulted from increases in costs associated with reverse management contracts and the cost of providing management services. Same location cost also includes an unfavorable change in net insurance loss experience reserve estimates relating to prior years of $0.6 million and a favorable health insurance dividend related to prior years of $0.9 million.

Reimbursed management contract expense. Reimbursed management contract revenue increased $64.7 million, or 15.8%, to $473.1 million for the year ended December 31, 2012, compared to $408.4 million in the year-ago period. This increase resulted from an increase in reimbursements for costs incurred on behalf of owners.

Cost of parking services for lease contracts increased primarily due to new locations and same locations in regions one, three, four and five, combined with acquisitions in regions one, two, three and five, which was partially offset by contract expirations in regions one, three, four and five, conversions in region one, same locations in the other region and acquisitions in regions four and other. Same location cost increased primarily due to increases in contingent rent payments on the increase in revenue, payroll and payroll related costs, other operating costs, offset by a favorable health insurance dividend related to prior years. The other region amounts in same location primarily represent a favorable health insurance dividend related to prior years and costs that are not specifically identifiable to a region.

Cost of parking services for management contracts increased due to new locations and acquisitions in all five operating regions, combined with increases in same locations in regions one, three, four, five, and other, contract expirations in regions two and five. Partially offsetting, were decreases due to contract expirations in regions one, three and four, and acquisitions in the other region. Same location cost increases primarily resulted from increases in costs associated with reverse management contracts and the cost of providing management services. The other region amounts in same location primarily represent prior year insurance reserve adjustments, a favorable health insurance dividend related to prior years and costs that are not specifically identifiable to a region.

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

	Year Ended December 31,

	Region One					Region Two					Region Three					Region Four						Region Five					Other					Total						Variance
	2012		2011			2012		2011			2012			2011		2012			2011			2012			2011		2012			2011		2012			2011			Amount			%
	(In millions)
Gross profit lease contracts:
New location	$	0.3	$	—		$	—	$	—		$	(0.1	)	$	—	$	—		$	—		$	0.5		$	—	$	—		$	—	$	0.7		$	—		$	0.7			—
Contract expirations		—		0.2			—		—			—			—		—			(0.1	)		0.1			0.1		—			—		0.1			0.2			(0.1	)		(50.0	)
Same location		4.1		5.3			—		—			2.0			1.9		1.4			2.7			1.0			0.8		1.1			0.1		9.6			10.8			(1.2	)		11.1
Conversions		0.1		(0.1	)		—		—			—			—		0.1			0.1			—			—		—			—		0.2			—			0.2			—
Acquisition		2.7		—			0.1		—			0.3			—		0.2			—			3.3			—		1.4			—		8.0			—			8.0			—

Total gross profit lease contracts	$	7.2	$	5.4		$	0.1	$	—		$	2.2		$	1.9	$	1.7		$	2.7		$	4.9		$	0.9	$	2.5		$	0.1	$	18.6		$	11.0		$	7.6			69.1

		(Percentages)
Gross profit percentage lease contracts:
New location		11.5		—			—		—			(2.5	)		—		—			—			5.0			—		—			—		4.1			—
Contract expirations		—		5.9			—		—			—			—		—			(16.7	)		8.3			5.6		—			—		3.8			2.5
Same location		5.8		7.9			—		—			10.6			10.9		3.4			7.1			6.8			5.8							6.6			7.9
Conversions		9.1		(6.7	)		—		—			—			—		11.1			11.1			—			—		—			—		10.0			—
Acquisition		4.6		—			7.1		—			3.9			—		—			—			21.2			—		(1400.0	)		—		9.6			—

Total gross profit percentage		5.4		7.5			7.1		—			7.2			9.3		4.0			6.8			11.8			5.8		(2500.0	)		—		7.5			7.5

		(In millions)
Gross profit management contracts:
New location	$	3.1	$	0.6		$	1.0	$	0.1		$	2.5		$	0.8	$	(0.4	)	$	(0.7	)	$	1.1		$	0.5	$	—		$	—	$	7.3		$	1.3		$	6.0			461.5
Contract expirations		1.5		3.8			0.3		(0.1	)		1.6			3.5		—			0.2			(0.4	)		1.1		—			—		3.0			8.5			(5.5	)		(64.7	)
Same location		22.4		22.0			1.8		2.0			18.2			18.9		15.1			15.7			4.7			4.9		2.2			2.7		64.4			66.2			(1.8	)		(2.7	)
Conversions		0.6		0.5			—		—			—			—		—			—			—			—		—			—		0.6			0.5			0.1			20.0
Acquisition		4.8		—			0.7		—			0.9			—		2.1			—			2.6			—		2.2			—		13.3			—			13.3			—

Total gross profit management contracts	$	32.4	$	26.9		$	3.8	$	2.0		$	23.2		$	23.2	$	16.8		$	15.2		$	8.0		$	6.5	$	4.4		$	2.7	$	88.6		$	76.5		$	12.1			15.8

		(Percentages)
Gross profit percentage management contracts:
New location		47.7		40.0			15.6		100.0			35.7			42.1		(14.8	)		(77.8	)		55.0			62.5		—			—		29.7			25.0
Contract expirations		57.7		43.2			25.0		(33.3	)		44.4			39.8		—			16.7			(80.0	)		73.3		—			—		38.0			41.3
Same location		54.6		56.1			20.9		22.7			42.1			43.9		33.0			34.6			34.8			50.0		183.3			270.0		42.0			44.9
Conversions		85.7		83.3			—		—			—			—		—			—			—			—		—			—		85.7			83.3
Acquisition		42.9		—			25.9		—			33.3			—		50.0			—			55.3			—		(220.0	)		—		54.3			—

Total gross profit percentage		52.3		53.7			20.1		21.7			41.1			43.1		27.4			32			38.6			53.7		2200.0			270.0		38.4	%		44	%

Gross profit—lease contracts. Gross profit for lease contracts increased $7.6 million, or 69.1%, to $18.6 million for the year ended December 31, 2012, compared to $11.0 million for year-ago period. The increase in gross profit for lease contracts consisted of a decrease from the Standard Operations of $0.4 million, or (3.6%) and an increase of $8.0 million from the Central Operations. Gross profit percentage for lease contracts 7.5% for the year ended December 31, 2012, remained at 7.5% for the year-ago period. Gross profit lease contracts increases were primarily the result of new locations and acquisitions, partially offset by same locations. Gross profit lease contracts increases on same locations were primarily the result of increases in short-term and monthly parking revenue and a favorable health insurance dividend related to prior years.

Gross profit—management contracts. Gross profit for management contracts increased $12.1 million, or 15.8%, to $88.6 million for the year ended December 31, 2012, compared to $76.5 million in for the year-ago period. The increase in gross profit for management contracts consisted of a decrease from the Standard operations of $1.2 million, or 1.6%, and an increase of $13.3 million from Central

operations. Gross profit percentage for management contracts decreased to 38.4% for the year ended December 31, 2012, compared to 44.0% for the year-ago period. Gross profit for management contracts increases were primarily the result of new locations, acquisitions and conversions, offset by same locations and contract expirations. Gross profit management contracts decreases on same locations were primarily the result of increases in costs associated with reverse management contracts and the cost of providing management services. Gross profit percentage on same and new locations and contract expirations accounted for most of the decline on a percentage basis.

Gross profit for lease contracts increased primarily due to new locations in regions one and five, conversions in region one, same locations in regions three, five and other, contract expirations in region four and acquisitions in all regions. Partially offsetting, were contract expirations in region one and same locations in regions one and four, and new locations in regions one and five. Gross profit lease contracts on same locations decreased primarily due to increases in rent noted previously.

Gross profit for management contracts increased primarily due to new locations in all five operating regions, conversions and same locations in region one, contract expirations in region two and acquisitions in all regions. Partially offsetting, were contract expirations in regions one, three, four and five, combined with same locations in regions two, three, four, five and other. Gross profit for management contracts decreases on same locations were primarily the result of increases in costs associated with reverse management contracts and the cost of providing management services. The other region amounts in same location primarily represent prior year insurance reserve adjustments, a favorable health insurance dividend related to prior years and amounts that are not specifically identifiable to a specific region.

General and administrative expenses. General and administrative expenses increased $38.2 million, or 79.1%, to $86.5 million for year ended December 31, 2012, compared to $48.3 million for the year-ago period. This increase was primarily related to professional fees incurred in connection with the merger with Central of $26.9 million, additional RSU grants of $0.7 million, the addition of general and administrative expenses related to Central of $14.5 million partially offset by cost savings from process efficiencies of $2.0 million, acquisition earn-out liability valuation changes of $0.7 million and a favorable health insurance dividend related to prior years of $1.2 million.

Interest expense. Interest expense increased $3.9 million, or 83.0%, to $8.6 million for the year ended December 31, 2012, as compared to $4.7 million in the year-ago period. This increase resulted primarily from an increase in borrowings and the write-off of our interest rate cap in connection with the extinguishment of debt related to our former Amended and Restated Credit Agreement, dated as of July 15, 2008.

Interest income. Interest income decreased slightly by $0.1 million, or 30.8%, to $0.3 million for the year ended December 31, 2012, as compared to $0.2 million in the year-ago period.

Income tax expense. Income tax expense decreased $14.3 million, or 133.6%, to a tax benefit of $3.6 million for the year ended December 31, 2012, as compared to $10.7 million of tax expense for the year ended December 31, 2011. Our effective tax rate was 290.5% for the year ended December 31, 2012 and 38.0% for the year ended December 31, 2011. The $3.6 million tax benefit was primarily due to the reversal of a FIN 48 tax reserve which was offset with tax expense.

	Year Ended December 31,

	Region One				Region Two				Region Three				Region Four				Region Five				Other				Total				Variance
	2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		Amount			%
	(In millions)
Lease contract revenue:
New location	$	4.6	$	1.4	$	—	$	—	$	1.7	$	0.6	$	—	$	—	$	—	$	—	$	—	$	—	$	6.3	$	2.0	$	4.3			215.0
Contract expirations		0.8		4.0		—		—		0.2		0.8		—		1.0		0.3		0.5		—		—		1.3		6.3		(5.0	)		(79.4	)
Same location		59.4		58.0		—		—		16.4		15.6		39.5		38.4		15.3		14.3		—		—		130.6		126.3		4.3			3.4
Conversions		7.2		3.5		—		—		2.1		0.6		—		—		—		—		—		—		9.3		4.1		5.2			126.8

Total lease contract revenue	$	72.0	$	66.9	$	—	$	—	$	20.4	$	17.6	$	39.5	$	39.4	$	15.6	$	14.8	$	—	$	—	$	147.5	$	138.7	$	8.8			6.3

Management contract revenue:
New location	$	6.1	$	0.9	$	1.4	$	0.1	$	5.1	$	1.4	$	20.0	$	14.0	$	1.6	$	0.5	$	—	$	—	$	34.2	$	16.9	$	17.3			102.4
Contract expirations		2.0		6.2		—		11.5		2.3		6.5		1.0		1.7		0.6		2.3		—		—		5.9		28.2		(22.3	)		(79.1	)
Same location		41.9		37.0		7.8		3.2		46.4		45.2		26.5		29.3		9.9		10.2		1.0		0.9		133.5		125.8		7.7			6.1
Conversions		0.1		0.3		—		—		—		0.1		—		—		—		—		—		—		0.1		0.4		(0.3	)		(75.0	)

Total management contract revenue	$	50.1	$	44.4	$	9.2	$	14.8	$	53.8	$	53.2	$	47.5	$	45.0	$	12.1	$	13.0	$	1.0	$	0.9	$	173.7	$	171.3	$	2.4			1.4

Parking services revenue—lease contracts. Lease contract revenue increased $8.8 million, or 6.3%, to $147.5 million for the year ended December 31, 2011, compared to $138.7 million in the year-ago period. The increase resulted primarily from increases in revenue from new locations and conversions from management contracts, partially offset by decreases in revenue from contract expirations. Same location revenue for those facilities, which as of December 31, 2011 are the comparative periods for the two years presented, increased 3.4%. The increase in same location revenue was due to increases in short-term parking revenue of $3.3 million, or 3.6%, and increases in monthly parking revenue of $1.0 million, or 2.7%. Revenue associated with contract expirations relates to contracts that expired during the current period.

Parking services revenue—management contracts. Management contract revenue increased $2.4 million, or 1.4%, to $173.7 million for the year ended December 31, 2011, compared to $171.3 million in the year-ago period. The increase resulted primarily from new locations, which was offset by the decrease in revenue from contract expirations and conversions. Same locations revenue for those facilities, which as of December 31, 2011 are the comparative periods for the two years presented, increased 6.1%, primarily due to increased fees from reverse management locations and ancillary services.

Reimbursed management contract revenue. Reimbursed management contract revenue decreased $2.7 million, or 0.6%, to $408.4 million for the year ended December 31, 2011, compared to $411.1 million in the year-ago period. This decrease resulted from a reduction in reimbursements for costs incurred on behalf of owners.

Lease contract revenue increased primarily due to conversions and new locations in regions one and three, combined with same location revenue in regions one, three, four and five. This was partially offset by decreases in contract expirations in regions one, three, four and five. Same location revenue increases for the aforementioned regions were primarily due to increases in short-term parking revenue and monthly parking revenue.

Management contract revenue increased primarily due to new location revenue in all five operating regions and same location revenue in regions one, two, three and other. This was offset with by contract expirations in all five operating regions, conversion in regions one and three and same location revenue declines in regions four and five. The increases in same location revenue were

primarily due to an increase in fees from reverse management locations and ancillary services. For comparability purposes, revenue associated with contract expirations relate to the contracts that expired during the current period.

	Year Ended December 31,

	Region One				Region Two				Region Three				Region Four				Region Five				Other						Total				Variance
	2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011			2010			2011		2010		Amount			%
	(In millions)
Cost of parking services lease contracts:
New location	$	4.1	$	1.2	$	—	$	—	$	1.7	$	0.6	$	—	$	—	$	—	$	—	$	—		$	—		$	5.8	$	1.8	$	4.0			222.2
Contract expirations		0.8		3.8		—		—		0.2		0.6		0.2		1.1		0.3		0.5		—			—			1.5		6.0		(4.5	)		(75.0	)
Same location		54.5		53.4		—		—		14.7		14.1		36.6		35.4		14.4		13.7		(0.1	)		(0.2	)		120.1		116.4		3.7			3.2
Conversions		7.2		3.8		—		—		1.9		0.6		—		—		—		—		—			—			9.1		4.4		4.7			106.8

Total cost of parking services lease contracts	$	66.6	$	62.2	$	—	$	—	$	18.5	$	15.9	$	36.8	$	36.5	$	14.7	$	14.2	$	(0.1	)	$	(0.2	)	$	136.5	$	128.6	$	7.9			6.1

Cost of parking services management contracts:
New location	$	2.7	$	0.3	$	0.9	$	0.1	$	3.0	$	0.8	$	19.5	$	12.9	$	0.5	$	0.2	$	—		$	—		$	26.6	$	14.3	$	12.3			86.0
Contract expirations		1.2		3.4		—		9.7		1.4		2.5		0.8		1.4		0.2		0.8		—			—			3.6		17.8		(14.2	)		(79.8	)
Same location		19.3		15.6		6.3		1.7		26.2		25.7		12.0		16.2		4.9		5.8		(1.7	)		(0.2	)		67.0		64.8		2.2			3.4
Conversions		—		—		—		—		—		—		—		—		—		—		—			—			—		—		—			—

Total cost of parking services management contracts	$	23.2	$	19.3	$	7.2	$	11.5	$	30.6	$	29.0	$	32.3	$	30.5	$	5.6	$	6.8	$	(1.7	)	$	(0.2	)	$	97.2	$	96.9	$	0.3			0.3

Cost of parking services—lease contracts. Cost of parking services for lease contracts increased $7.9 million, or 6.1%, to $136.5 million for the year ended December 31, 2011, compared to $128.6 million for the year-ago period. The increase resulted primarily from increases in costs from new locations and conversions from management contracts, which were partially offset by decreases in contract expirations. Same location costs for those facilities, which as of December 31, 2011 are the comparative for the two years presented, increased 3.2%. Same location costs increased $0.3 million due to payroll and payroll-related expenses, $2.8 million due to rent expense, primarily as a result of contingent rental payments on the increase in revenue for same locations, and $0.6 million related to other operating costs.

Cost of parking services—management contracts. Cost of parking services for management contracts increased $0.3 million, or 0.3%, to $97.2 million for the year ended December 31, 2011, compared to $96.9 million for the year-ago period. The increase resulted from increases in costs related to new reverse management locations and an increase in deficiency payments made pursuant to the Bradley Agreement, which was offset by the decrease in costs from contract expirations. Same location costs for those facilities, which as of December 31, 2011 are the comparative for the two years presented, increased 3.4%. Same location increase in operating expenses for management contracts primarily resulted from increases in costs associated with reverse management contracts and the cost of providing management services. Same location cost also includes a favorable change in net insurance loss experience reserve estimates relating to prior years of $0.5 million and a favorable health insurance dividend received relating to prior years of $0.8 million.

Reimbursed management contract expense. Reimbursed management contract expense decreased $2.7 million, or 0.7%, to $408.4 million for the year ended December 31, 2011, compared to $411.1 million in the year-ago period. This decrease resulted from a reduction in reimbursed cost incurred on the behalf of owners.

Cost of parking services for lease contracts increased primarily due to new locations in regions one and three, combined with same locations in regions one, three, four and five and conversion in regions one and three, which was partially offset by contract expirations in regions one, three, four and five.

Same location cost increased primarily due to increases in payroll, payroll related costs, increases in contingent rent payments on the increase in revenue, and other operating costs.

Cost of parking services for management contracts increased in all five operating regions due to new locations, combined with increases in same locations for regions one, two and three. Partially offsetting, were decreases due to contract expirations in all five operating regions and same locations in regions four, five and other. Same location cost increases primarily resulted from increases in costs associated with reverse management contracts and the cost of providing management services. The other region amounts in same location primarily represent prior year insurance reserve adjustments and costs that are not specifically identifiable to a region.

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

	Year Ended December 31,

	Region One					Region Two				Region Three				Region Four						Region Five				Other				Total						Variance
	2011		2010			2011		2010		2011		2010		2011			2010			2011		2010		2011		2010		2011			2010			Amount			%
	(In millions)
Gross profit lease contracts:
New location	$	0.5	$	0.2		$	—	$	—	$	—	$	—	$	—		$	—		$	—	$	—	$	—	$	—	$	0.5		$	0.2		$	0.3			150.0
Contract expirations		—		0.2			—		—		—		0.2		(0.2	)		(0.1	)		—		—		—		—		(0.2	)		0.3			(0.5	)		(166.7	)
Same location		4.9		4.6			—		—		1.7		1.5		2.9			3.0			0.9		0.6		0.1		0.2		10.5			9.9			0.6			6.1
		—		(0.3	)		—		—		0.2		—		—			—			—		—		—		—		0.2			(0.3	)		0.5			(166.7	)

Total gross profit lease contracts	$	5.4	$	4.7		$	—	$	—	$	1.9	$	1.7	$	2.7		$	2.9		$	0.9	$	0.6	$	0.1	$	0.2	$	11.0		$	10.1		$	0.9			8.9

		(Percentages)
Gross profit percentage lease contracts:
New location		10.9		14.3			—		—		—		—		—			—			—		—		—		—		7.9			10.0
Contract expirations		—		5.0			—		—		—		25.0		—			(10.0	)		—		—		—		—		(15.4	)		4.8
Same location		8.2		7.9			—		—		10.4		9.6		7.3			7.8			5.9		4.2						8.0			7.8
		—		(8.6	)		—		—		9.5		—		—			—			—		—		—		—		2.2			(7.3	)

Total gross profit percentage		7.5		7.0			—		—		9.3		9.7		6.8			7.4			5.8		4.1		—		—		7.5			7.3

		(In millions)
Gross profit management contracts:
New location	$	3.4	$	0.6		$	0.5	$	—	$	2.1	$	0.6	$	0.5		$	1.1		$	1.1	$	0.3	$	—	$	—	$	7.6		$	2.6		$	5.0			192.3
Contract expirations		0.8		2.8			—		1.8		0.9		4.0		0.2			0.3			0.4		1.5		—		—		2.3			10.4			(8.1	)		(77.9	)
Same location		22.6		21.4			1.5		1.5		20.2		19.5		14.5			2.6			4.4		4.4		2.7		1.1		66.5			61.0			4.1			6.5
Conversions		0.1		0.3			—		—		—		0.1		—			—			—		—		—		—		0.1			0.4			(0.3	)		(75.0	)

Total gross profit management contracts	$	26.9	$	25.1		$	2.0	$	3.3	$	23.2	$	24.2	$	15.2		$	4.0		$	6.2	$	6.2	$	2.7	$	1.1	$	76.5		$	74.4		$	0.7			0.9

		(Percentages)
Gross profit percentage management contracts:
New location		55.7		66.7			35.7		—		41.2		42.9		2.5			7.9			68.8		60.0		—		—		22.2			15.4
Contract expirations		40.0		45.2			—		15.7		39.1		61.5		20.0			17.6			66.7		65.2		—		—		39.0			36.9
Same location		53.9		57.8			19.2		46.9		43.5		43.1		31.2			—			50.5		43.1		270.0		122.2		50.6			50.4
Conversions		100.0		100.0			—		—		—		100.0		—			—			—		—		—		—		100.0			100.0

Total gross profit percentage		53.7		56.5			21.7		22.3		43.1		45.5		32.0			20.0			53.7		47.7		270.0		122.2		44.0	%		43.4	%

Gross profit—lease contracts. Gross profit for lease contracts increased $0.9 million, or 8.9%, to $11.0 million for the year ended December 31, 2011, compared to $10.1 million for the year-ago period. Gross profit percentage for lease contracts increased to 7.5% for the year ended December 31, 2011, compared to 7.3% for the year-ago period. Gross profit lease contracts increases were primarily the result of new locations and conversions, partially offset by contract expirations. Gross profit lease contracts increases on same locations were primarily the result of increases in short-term and monthly parking revenue. Gross profit percentage on same locations and conversions accounted for most of the increase on a percentage basis.

Gross profit—management contracts. Gross profit for management contracts increased $2.1 million, or 2.8%, to $76.5 million for the year ended December 31, 2011, compared to $74.4 million for the year-ago period. Gross profit percentage for management contracts decreased to 44.0% for the year ended December 31, 2011, compared to 43.4% for the year-ago period. Gross profit for management contracts increases were primarily the result of new locations and same locations and the decrease in deficiency payments made pursuant to the Bradley Agreement, offset by contract expirations and conversions. Gross profit management contracts increases on same locations were primarily the result of increased revenue associated with increased fees from reverse management locations and ancillary services.

Gross profit for lease contracts increased primarily due to new locations in region one, same locations in region one, three and five and conversions in regions one and three. Partially offsetting, were contract expirations in regions one, three and four and same locations in four and other. Gross profit lease contracts on same locations increased primarily due to increases in short-term and monthly parking revenue.

Gross profit for management contracts increased primarily due to same locations in regions one, three, and other, new locations in regions one, two, three and five, offset by contract expirations in all five operating regions, conversions in regions one and three, and new locations in region four. Gross profit for management contracts increases on same locations were primarily the result of increased revenue associated with increased fees from reverse management locations and ancillary services. The other region amounts in same location primarily represent prior year insurance reserve adjustments and amounts that are not specifically identifiable to a specific region.

General and administrative expenses. General and administrative expenses increased $0.4 million, or 0.9%, to $48.3 million for year ended December 31, 2011, compared to $47.9 million for the year-ago period. This increase was primarily the result of acquisition and diligence related expenses of $3.2 million, offset by cost savings from process efficiencies of $2.4 million, acquisition earn-out liability valuation changes of $0.3 million and payroll and payroll-related expenses of $0.1 million.

Interest expense. Interest expense decreased $0.6 million, or 12.1%, to $4.7 million for the year ended December 31, 2011, as compared to $5.3 million in the year-ago period. This decrease resulted primarily from a decrease in borrowings.

Interest income. Interest income remained constant at $0.2 million for the year ended December 31, 2011.

Income tax expense. Income tax expense increased $0.9 million, or 9.2%, to $10.7 million for the year ended December 31, 2011, as compared to $9.8 million in the year-ago period. The effective tax rate for the year ended December 31, 2011 was 38.0% compared to 38.5% for the year-ago period.

The following table sets forth our unaudited quarterly consolidated statement of income data for the years ended December 31, 2012 and December 31, 2011, giving effect to the Restatement and, as applicable, the Purchase Allocation Recast. 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 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; acquisitions; 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 and timing of general and administrative expenditures. The operating results for any historical quarter are not necessarily indicative of results for any future period.

	2012 Quarters Ended												2011 Quarters Ended

	March 31			June 30			September 30			December 31(1)			March 31			June 30			September 30			December 31
	(Unaudited)												(Unaudited)
	($ in thousands except share and per share data)
Parking services revenue:
Lease contracts	$	37,544		$	42,414		$	42,969		$	127,428		$	35,205		$	37,193		$	37,501		$	37,611
Management contracts		47,964			44,372			49,226			88,939			45,954			42,343			43,259			42,169
Reimbursed management contract revenue		103,937			104,160			100,958			164,027			101,124			100,126			106,365			100,812

Total revenue		189,445			190,946			193,153			380,394			182,283			179,662			187,125			180,592
Cost of parking services:
Lease contracts		35,387			38,000			40,108			118,286			33,499			34,286			34,049			34,660
Management contracts		29,271			24,071			30,713			57,894			28,042			22,781			23,116			23,247
Reimbursed management contract revenue		103,937			104,160			100,958			164,027			101,124			100,126			106,365			100,812

Total cost of parking services		168,595			166,231			171,779			340,207			162,665			157,193			165,530			158,719
Gross profit:
Lease contracts		2,157			4,414			2,861			9,142			1,706			2,907			3,452			2,951
Management contracts		18,693			20,301			18,513			31,045			17,912			19,562			20,143			18,922

Total gross profit		20,850			24,715			21,374			40,187			19,618			22,469			23,595			21,873
General and administrative expenses		15,045			14,868			13,846			42,781			11,182			11,597			11,814			13,704
Depreciation and amortization		1,728			1,807			1,723			8,255			1,533			1,677			1,683			1,725

Operating income		4,077			8,040			5,805			(10,849	)		6,903			9,195			10,098			6,444
Other expense (income):
Interest expense		1,130			1,132			1,093			5,261			1,169			1,180			1,197			1,145
Interest income		(70	)		(50	)		(61	)		(116	)		(60	)		(59	)		(41	)		(67	)

		1,060			1,082			1,032			5,145			1,109			1,121			1,156			1,078
Income before income taxes		3,017			6,958			4,773			(15,994	)		5,794			8,074			8,942			5,366
Income tax expense		1,215			2,801			2,504			(10,140	)		2,272			3,235			3,427			1,766

Net income		1,802			4,157			2,269			(5,854	)		3,522			4,839			5,515			3,600
Less: Net income (loss) attributable to noncontrolling interest		72			85			75			802			86			85			89			118

Net income attributable to Standard Parking Corporation	$	1,730		$	4,072		$	2,194		$	(6,656	)	$	3,436		$	4,754		$	5,426		$	3,482

Common stock data:
Common stock data:
Net income per share:
Basic	$	0.11		$	0.26		$	0.14		$	(0.30)	(2)	$	0.22		$	0.30		$	0.35		$	0.22
Diluted	$	0.11		$	0.26		$	0.14		$	(0.30	)(2)	$	0.21		$	0.29		$	0.34		$	0.22
Weighted average shares outstanding:
Basic		15,563,914			15,665,263			15,668,129			21,836,583	(2)		15,790,875			15,834,622			15,704,837			15,485,793
Diluted		15,820,118			15,900,659			15,928,685			21,836,583	(2)		16,146,106			16,164,114			16,034,330			15,845,173

Our primary liquidity and capital resource requirements stem from the cost of our parking services, our capital expenditures, our income taxes, our share repurchases and our debt service. Our primary sources of liquidity have been from sales of our parking services and borrowings under our senior credit facility; and to a much lesser extent, cash from sales of non-core assets and miscellaneous revenues.

On December 31, 2012, we had total indebtedness of approximately $314.1 million, an increase of $232.1 million from December 31, 2011. The $314.1 million includes:

We believe that our cash flow from operations, combined with additional borrowing capacity under our senior credit facility, which amounted to $52.2 million at December 31, 2012, 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.

On October 2, 2012, pursuant to the terms of the Agreement and Plan of Merger dated as of February 28, 2012, we completed the Central Merger. Central stockholders received 6,161,332 shares of our common stock and we assumed $217.7 million of Central's debt net of cash acquired. Additionally, Central's former stockholders will be entitled to receive $27.0 million, subject to adjustment, to be paid three years after closing to the extent it is not used to satisfy indemnity obligations.

In connection with the Central Merger, we entered into a credit agreement (the "Credit Agreement") on February 28, 2012 with Bank of America, N.A., as administrative agent, Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, U.S. Bank National Association, First Hawaiian Bank and General Electric Capital Corporation, as co-documentation agents, Merrill Lynch, Pierce, Fenner & Smith Inc., Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers, and the lenders party thereto (the "Lenders").

Pursuant to the terms, and subject to the conditions, of the Credit Agreement, the Lenders have made available to us a new secured Senior Credit Facility ("Senior Credit Facility") that permits aggregate borrowings of $450.0 million consisting of (i) a revolving credit facility of up to $200.0 million at any time outstanding, which includes a letter of credit facility that is limited to $100.0 million at any time outstanding, and (ii) a term loan facility of $250.0 million. The Senior Credit Facility matures on October 2, 2017.

We drew down the entire amount of the term loan portion of the Senior Credit Facility in connection with the closing of the Central Merger. The $250.0 million obligation is subject to scheduled quarterly amortization of principal based on the following amounts: (i) $22.5 million in the first year, (ii) $22.5 million in the second year, (iii) $30.0 million in the third year, (iv) $30.0 million in the fourth year; and (v) $37.5 million in the fifth year. We also borrowed $72.8 million under the revolving credit facility in connection with the Central Merger closing. We used the proceeds from these borrowings to repay outstanding indebtedness of Standard and Central affiliates. The revolving credit facility has been

and will also be used to pay costs and expenses related to the Central Merger and the related financing and to fund ongoing working capital and other general corporate purposes.

Borrowings under the Senior Credit Facility bear interest, at our option, (i) at a rate per annum based on our consolidated total debt to EBITDA ratio for the 12-month period ending as of the last day of the immediately preceding fiscal quarter, determined in accordance with the applicable pricing levels set forth in the Credit Agreement (the "Applicable Margin") for LIBOR loans, plus the applicable LIBOR rate or (ii) the Applicable Margin for base rate loans plus the highest of (x) the federal funds rate plus 0.5%, (y) the Bank of America prime rate and (z) a daily rate equal to the applicable LIBOR rate plus 1.0%.

Under the terms of the Credit Agreement, we are required to maintain a maximum consolidated total debt to EBITDA ratio of not greater than 4.5:1.0 (with certain step-downs described in the Credit Agreement). In addition, we are required to maintain a minimum consolidated fixed charge coverage ratio of not less than 1:25:1.0 (with certain step-ups described in the Credit Agreement).

Events of default under the Credit Agreement include failure to pay principal or interest when due, failure to comply with the financial and operational covenants, the occurrence of any cross default event, non-compliance with other loan documents, the occurrence of a change of control event, and bankruptcy and other insolvency events. If an event of default occurs and is continuing, the Lenders holding a majority of the commitments and outstanding term loan under the Credit Agreement have the right, among others, to (i) terminate the commitments under the Credit Agreement, (ii) accelerate and require us to repay all the outstanding amounts owed under the Credit Agreement and (iii) require us to cash collateralize any outstanding letters of credit.

Each of our wholly owned domestic subsidiaries (subject to certain exceptions set forth in the Credit Agreement) has guaranteed all existing and future indebtedness and liabilities of the other guarantors and Standard arising under the Credit Agreement.

We are in compliance with all of our covenants as of December 31, 2012. We amended the covenants in November 2013 in connection with restatement. Based on the amendment, we will continue to treat the Bradley Agreement consistent with our prior accounting for purposes of the covenants.

At December 31, 2012, we had $56.0 million of letters of credit outstanding under the Senior Credit Facility, borrowings against the senior credit facility aggregated $312.8 million and we had $52.2 million available under the senior credit facility.

On July 15, 2008, we amended and restated our credit facility (the "Former Credit Agreement"). This $210.0 million revolving senior credit facility included a letter of credit sub-facility with a sublimit of $50.0 million and a swing line sub-facility with a sublimit of $10.0 million. As of May 31, 2012, we entered into an amendment to extend the termination date from June 29, 2013 to October 1, 2013.

During the year ended December 31, 2012, borrowings under the Former Credit Agreement totaling $71.8 million were repaid. The Former Credit Agreement was replaced with the Senior Credit Agreement as described above. At December 31, 2011, we had $16.8 million of letters of credit outstanding under the Former Credit Agreement, borrowings against the Former Credit Agreement aggregated $80.0 million and we had $61.4 million available under the Former Credit Agreement.

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

On October 25, 2012, we entered into interest rate swap transactions (collectively, the "Interest Rate Swaps") with each of JPMorgan Chase Bank, Bank of America and PNC Bank, N.A. in an initial aggregate notional amount of $150.0 million (the "Notional Amount"). The Interest Rate Swaps have an effective date of October 31, 2012 and a termination date of September 30, 2017. The Interest Rate Swaps effectively fix the interest rate on an amount of variable interest rate borrowings under the Credit Agreement, originally equal to the Notional Amount at 0.7525% per annum plus the applicable margin rate for LIBOR loans under the Credit Agreement determined based upon Standard's consolidated total debt to EBITDA ratio. The Notional Amount is subject to scheduled quarterly amortization that coincides with quarterly prepayments of principal under the Credit Agreement. These Interest Rate Swaps are classified as cash flow hedges, and we calculate the effectiveness of the hedge on a monthly basis. The ineffective portion of the cash flow hedge is recognized in earnings as an increase of interest expense. As of December 31, 2012, no ineffective portion the cash flow has been recognized. The fair value of the Interest Rate Swaps at December 31, 2012 is $0.8 million and is included in other liabilities.

In June 2011, our Board of Directors authorized us to repurchase shares of our common stock, on the open market, up to $20.0 million in aggregate and cancelled a prior authorization from 2008.

During the second quarter of 2011, we repurchased 27,803 shares from third-party shareholders at an average price of $15.52 per share, including average commissions of $0.03 per share, on the open market. The total value of the second quarter transactions was $0.4 million. At June 30, 2011, 27,803 shares were held as treasury stock. In July 2011 we returned the shares to authorized and unissued.

During the third quarter of 2011, we repurchased 286,109 shares from third-party shareholders at an average price of $16.08 per share, including average commissions of $0.03 per share, on the open market. The total value of the third quarter transactions was $4.6 million. At September 30, 2011, 55,370 shares were held as treasury stock. In October 2011 we returned the shares to authorized and unissued.

During the fourth quarter of 2011, we repurchased 147,600 shares from third-party shareholders at an average price of $17.02 per share, including average commissions of $0.03 per share, on the open market. The total value of the fourth quarter transactions was $2.5 million. At December 31, 2011, no shares were held as treasury stock and all repurchased shares were returned to authorized and unissued.

At December 31, 2012, we have provided letters of credit totaling $43.7 million to our casualty insurance carriers to collateralize our casualty insurance program.

As of December 31, 2012, we provided $12.3 million in letters of credit to collateralize other obligations.

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. As of December 31, 2012, we had made $14.6 million of cumulative deficiency payments to the trustee, net of reimbursements. Deficiency payments are recorded as cost parking services. We believe these advances to be fully recoverable and will recognize the principal, interest and premium payments related to these deficiency payments when they are received. We do not directly guarantee the payment of any principal or interest on any debt obligations of the state or the trustee.

We made deficiency payments (net of repayments received) of $1.2 million in the year ended December 31, 2012 compared to deficiency payments (net of repayments received) of $1.3 million made in the year ended December 31, 2011. We received $0.1 million in interest on deficiency repayments from the trustee in the year ended December 31, 2012 compared to $0.3 million in interest and $0.1 million in premium in the year ended December 31, 2011.

We have minimum lease commitments of $168.3 million for fiscal 2013. The leased properties generate sufficient cash flow to meet the base rent payment.

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.

Our primary sources of funds are cash flows from operating activities and changes in operating assets and liabilities. Net cash provided by operating activities totaled $11.4 million for 2012, compared to $35.0 million for 2011. Cash provided during 2012 included $27.6 million from operations which was partially offset by changes in operating assets and liabilities that resulted in a use of $16.1 million. The net decrease in changes in operating assets and liabilities resulted primarily from; (i) a decrease in accrued liabilities of $21.8 million primarily related to Central which included a reversal of a FIN 48 accrued tax liability of $12.3 million, $10.7 million in reductions in accrued rents, payroll, property taxes and related benefits and casualty loss reserves; (ii) an increase in notes and accounts receivables of $6.0 million; (iii) an increase in accounts payable of $9.1 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 (iv) a net decrease in prepaid and other assets of $1.9 million.

Our primary sources of funds are cash flows from operating activities and changes in operating assets and liabilities. Net cash provided by operating activities totaled $35.0 million for 2011, compared to $19.5 million for 2010. Cash provided during 2011 included $29.6 million from operations and changes in operating assets and liabilities of $5.2 million. The net increase in cash resulted primarily from (i) a decrease in notes and accounts receivable by $5.4 million which primarily related to improved customer collections; (ii) an increase in accrued other liabilities of $0.6 million which primarily related an increase in accrued rent partially offset by a decrease in other long-term liabilities; (iii) an increase in accounts payable by $0.8 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"; offset by an increase of $0.2 million in prepaid assets primarily related to an increase in prepaid rent and prepaid expenses related to event planning and transportation; and an increase in other assets of $1.3 million primarily related to an increase in the cash surrender values related to the non-qualified deferred compensation plan.

Net cash provided by investing activities totaled $21.2 million in 2012 compared to $5.3 million used in 2011. Cash provided in 2012 included $27.7 million from the merger with Central which was offset by $5.0 million for capital investments needed to secure and/or extend lease facilities, investment in information system enhancements and infrastructure, cost of contract purchases of $1.2 million and $0.3 million for contingent payments on previously acquired businesses.

Net cash used in investing activities totaled $5.3 million in 2011 compared to $7.7 million in 2010. Cash used in investing activities for 2011 included $4.2 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, $0.3 million for contingent payments on previously acquired businesses; partially offset by proceeds from the sale of assets of $0.1 million.

Net cash used in financing activities totaled $17.4 million in 2012 compared to $23.4 million in 2011. Cash used in financing activities for 2012 included $237.1 million for payment on Central's senior credit facility assumed from the Central Merger, $71.8 million for payment on our Former Credit Agreement; $10.3 million in financing costs incurred on the new Senior Credit Facility, $12.6 million in payments on the Senior Credit Facility, $5.6 million in payments on the term loan facility, $2.1 million in earn-out payments, $0.9 million distributed to non-controlling interests, $0.5 million used for payments on capital leases, and $0.2 million used for payments on other long-term borrowings. Cash provided consisted of $250.0 million in proceeds from the term loan, $72.8 million from the new Senior Credit Facility and $0.5 million from the exercise of stock options and $0.4 million in excess tax benefits related to stock option exercises.

Net cash used in financing activities totaled $23.4 million in 2011 compared to $12.9 million in 2010. Cash used in financing activities for 2011 included $7.5 million to repurchase our common stock, $0.5 million used for payments on capital leases, $15.2 million use for payments on Senior Credit Facility, $0.2 million used for payments on other long-term borrowings, $0.4 million distributed to non-controlling interest, offset by $0.2 million in proceeds from the exercise of stock options and $0.2 million in excess tax benefits related to stock option exercises.

We had cash and cash equivalents of $28.5 million at December 31, 2012, compared to $13.2 million at December 31, 2011 and $7.3 million at December 31, 2010. 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.

The following summarizes certain of our contractual obligations at December 31, 2010 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.

In addition we made contingent earn-out payments of $0.3 million, $0.3 million and $0.3 million for each of the years ended 2012, 2011 and 2010, respectively. We made deficiency payments (net of repayments received) related to Bradley of $1.2 million, $1.3 million and $2.5 million for the years ended 2012, 2011 and 2010, 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.

"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. Recent accounting pronouncements are included in Note A to our consolidated financial statements. 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:

As of December 31, 2012, our net long-lived assets were comprised primarily of $40.0 million of property, equipment and leasehold improvements, $14.2 million of contract and lease rights, and $202.8 of intangible assets. 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.

As of December 31, 2012, we had goodwill of $439.5 million. Goodwill represents the excess of cost over the fair market value of the net assets acquired. Goodwill is not amortized, but rather tested for impairment at least annually in the fourth quarter. On an annual basis and in accordance with ASC 350 Intangibles—Goodwill and other, the Company tests for goodwill impairment using a two-step process, unless there is a triggering event, in which case a test would be performed at the time that such triggering event occurs.

The determination and measurement of an impairment loss under these accounting standards require the significant use of judgment and estimates. The determination of fair value of these assets utilizes cash flow projections that assume certain future revenue and cost levels, assumed discount rates based upon current market conditions and other valuation factors, all of which involve the use of significant judgment and estimation. For the years ended December 31, 2012 and 2011 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.

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 pay directly or 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.

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.

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 of our stock in 2004 (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.

Our primary market risk exposure consists of risk related to changes in interest rates. We use the variable rate Senior Credit Facility, discussed above, 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.

Our $450.0 million Senior Credit Facility provides for a $200.0 million variable rate revolving facility and a term loan facility of $250.0 million. In addition, the variable rate revolving facility includes a letter of credit sub-facility with a sublimit of $100.0 million. Interest expense on such borrowing is sensitive to changes in the market rate of interest. If we were to borrow the entire non-hedged variable rate debt of $300.0 million available under the facility, a 1% increase in the average market rate would result in an increase in our annual interest expense of $3.0 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.

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 $0.3 million of Canadian dollar denominated cash instruments at December 31, 2012. We had no Canadian dollar denominated debt instruments at December 31, 2011. 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.

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

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Prior to the filing of our original Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (the "Evaluation") at a reasonable assurance level as of the last day of the period covered by this Report.

Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act") as controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, Chief Financial Officer and Corporate Controller, to allow timely decisions regarding required disclosures.

It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions, regardless of how remote.

Based upon the Evaluation, our Chief Executive Officer, Chief Financial Officer and Corporate Controller had concluded that our disclosure controls and procedures were effective at the reasonable assurance level. Subsequently, during the third quarter of Fiscal 2013, we identified a material weakness in our internal control over financial reporting with respect to our historical accounting treatment of an account receivable for deficiency payments made pursuant to the Bradley Agreement, as discussed below. Solely as a result of the identification of this material weakness in our internal control over financial reporting, our Chief Executive Officer, Chief Financial Officer and Corporate Controller have now concluded that the design of our disclosure controls and procedures were not effective at a reasonable assurance level as of the last day of the period covered by this Report.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of our published financial statements.

Prior to the filing of our original Annual Report on Form 10-K for the fiscal year ended December 31, 2012, our management assessed the effectiveness of our internal control over financial reporting as of the last day of the period covered by the report. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control—Integrated Framework. Based on this assessment, our management had believed that as of December 31, 2012, our internal control over financial reporting was effective based on those criteria. Management's assessment of internal control over financial reporting as of December 31, 2012 excludes the internal control over financial reporting related to Central Parking Corporation (acquired on October 2, 2012). Central is included in the 2012 consolidated financial statements of the Company and constituted $624.9 and $142.5 of total and net assets, respectively, as of December 31, 2012 and $190.0 and $0.9 of revenues and net income, respectively, for the year then ended. Subsequently, during the third quarter of Fiscal 2013, we identified a design deficiency that constitutes a material weakness in our internal controls over financial reporting related to the Bradley Agreement as of December 31, 2012. A material weakness is a

deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, because of our need to undertake the Restatement, we identified a design deficiency in our controls over the application of complex technical accounting standards to our accounting for deficiency payments made pursuant to the terms of the Bradley Agreement. Accounting for such deficiency payments was particularly challenging because of the of the unique and complicated nature of the Bradley Agreement and the Company's underlying arrangement with the State of Connecticut., In light of our identification of this design deficiency, our management reassessed the effectiveness of our internal control over financial reporting as of the last day of the period covered by the report. Based on this reassessment, and solely due to our identification of this design deficiency, our management now believes that, as of December 31, 2012, our internal control over financial reporting was not effective.

Ernst & Young LLP has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K/A and, as part of its audit, has issued an attestation report, included herein, on the effectiveness of our internal control over financial reporting.

After reviewing the circumstances leading up to the Restatement, both management and the Audit Committee are unaware of any evidence that the Restatement is due to any systemic misapplication of, or intentional noncompliance with, generally accepted accounting principles or other systemic failure of accounting controls. Furthermore, given the complex and unique nature of the Bradley Agreement and related accounting, the Company does not believe the change applies to any of its other contracts.

To remediate, we have revised the accounting for the deficiency payments under the Bradley Agreement and plan to implement remedial measures including a review of any lease or management agreements that may we may enter into in the future which include contingent provisions similar to those in the Bradley Agreement (although we do not currently expect to enter into any such agreements in the future). More specifically, we are developing updated procedures to reflect the technical guidance for accounting for such arrangements. As well as the ongoing accounting for such transactions. The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively

We expect that the remediation related to controls over the remedial measures mentioned above will be completed prior to the fiscal year ending December 31, 2013.

Management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Central Parking Corporation, which is included in the 2012 consolidated financial statements of Standard Parking Corporation and constituted $624.9 million and $142.5 million of total and net assets, respectively, as of December 31, 2012 and $190 million and $0.9 million of revenue and net income, respectively, for the year then ended.

Except as otherwise discussed above, there were no changes in our internal control over financial reporting in the three months ended December 31, 2012 that have materially affected or are reasonably likely to materially affect such controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

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 the Company have been detected.

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 Matters—Nominees for Director," "Our Corporate Governance Practices—Board Designees," "Our Corporate Governance Practices—Codes of Conduct and Ethics," "Meetings and Committees of the Board," "Executive Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance" from our Proxy Statement.

We have adopted a code of ethics as part of our compliance program. The code of ethics applies to our chief executive officer (Principal Executive Officer), chief financial officer (Principal Financial Officer) and corporate controller (Principal Accounting Officer). In addition we have adopted a code of business conduct that applies to all of our officers and employees. Any amendments to, or waivers from, our code of ethics will be posted on our website www.standardparking.com. A copy of these codes of conduct and ethics will be provided to you without charge upon request to investor_relations@standardparking.com.

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 "Equity Compensation Plan Information" and "Security Ownership" 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 "Board Matters—Nominations for Directors—Board Designees," "Our Corporate Governance Practices—Director Independence," "Our Corporate Governance Practices—Related-Party Transaction Policy," and "Transactions with Related Persons and Control Persons" included in our Proxy Statement.

The information required by this item is incorporated by reference to all information under the caption "Audit Committee Disclosure—Independent Auditors' Fees" and caption "Audit Committee Disclosure—Procedures for Audit Committee Pre-Approval and Permissible Non-Audit Services of Independent Auditor" included in our Proxy Statement.

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.

The information required by this item is set forth on the exhibit index that follows the signature page of this report.

We have audited the accompanying consolidated balance sheets of Standard Parking Corporation (Company) as of December 31, 2012 and 2011, and the related consolidated statements of income and comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2012. 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, 2012 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2012, 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 discussed in Note B to the consolidated financial statements, the consolidated financial statements, and related financial statement schedule, for each of the three years in the period ended December 31, 2012 have been restated to correct for an error in the accounting for a long-term receivable resulting from a contract with a specific customer.

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, 2012, 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 18, 2013, except for the effects of the material weakness described in the sixth paragraph therein, as to which the date is November 18, 2013, expressed an adverse opinion thereon.

We have audited Standard Parking Corporation's internal control over financial reporting as of December 31, 2012, 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 report dated March 18, 2013, we expressed an unqualified opinion that Standard Parking Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the COSO criteria. Management has subsequently determined that a deficiency in controls related to a design deficiency in the controls over the application of complex technical accounting standards to the accounting for deficiency payments made pursuant to the terms of a contract with a specific customer exists, and has further concluded that such deficiency represented a material weakness as of December 31, 2012. As a result, management has revised its assessment, as presented in the accompanying Management's Report on Internal Control Over Financial Reporting; to conclude that Standard Parking Corporation's internal control over financial reporting was not effective as of December 31, 2012. Accordingly, our present opinion on the effectiveness of Standard Parking Corporation's internal control over financial reporting as of December 31, 2012, as expressed herein, is different from that expressed in our previous report.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management's assessment. Management has identified a material weakness in controls over the application of complex technical accounting standards to the accounting for deficiency payments made pursuant to the terms of a contract with a specific customer. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Standard Parking Corporation as of December 31, 2012 and December 31, 2011, and the related consolidated statements of income and comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2012. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of those consolidated financial statements and this report does not affect our report dated March 18, 2013, except for Note B, as to which the date is November 18, 2013, which expressed an unqualified opinion on those financial statements.

As indicated in the accompanying Management's Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Central Parking Corporation, which is included in the 2012 consolidated financial statements of Standard Parking Corporation and constituted $624,854 and $142,453 of total and net assets, respectively, as of December 31, 2012 and $190,008 and $915 of revenues and net income, respectively, for the year then ended. Our audit of internal control over financial reporting also did not include an evaluation of the internal control over financial reporting of Central Parking Corporation.

In our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, Standard Parking Corporation has not maintained effective internal control over financial reporting as of December 31, 2012, based on the COSO criteria.

	December 31,

	2012			2011
	($ In thousands, except for share and per share data) (Restated—Note B)
ASSETS
Current assets:
Cash and cash equivalents	$	28,450		$	13,220
Notes and accounts receivable, net		111,498			46,396
Prepaid expenses and supplies		27,823			2,419
Deferred taxes		15,265			2,770

Total current assets		183,036			64,805
Leasehold improvements, equipment, land and construction in progress, net		40,402			16,732
Other assets:
Advances and deposits		8,540			5,261
Intangible assets, net		197,344			1,358
Other assets, net		22,260			8,112
Cost of contracts, net		14,215			14,286
Goodwill		439,486			132,417

		681,845			161,434

Total assets	$	905,283		$	242,971

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	129,034		$	44,747
Accrued rent		11,444			5,074
Compensation and payroll withholdings		34,562			11,132
Property, payroll and other taxes		11,740			3,228
Accrued insurance		27,972			7,784
Accrued expenses		23,582			14,086
Current portion of unfavorable lease contracts		17,467			—
Current portion of long-term debt obligations		21,837			754

Total current liabilities		277,638			86,805
Deferred taxes		19,079			7,355
Long-term borrowings, excluding current portion:
Obligations under senior credit facility		286,727			80,000
Other long-term debt obligations		1,995			1,259

		288,722			81,259
Unfavorable lease contracts		74,758			—
Other long-term liabilities		58,086			26,386
Stockholders' equity:
Preferred Stock, par value $0.01 per share; 5,000,000 shares authorized as of December 31, 2012 and 2011; no shares issued		—			—
Common stock, par value $.001 per share; 50,000,000 shares authorized as of December 31, 2012, and 2011; 21,870,770 and 15,464,864 shares issued and outstanding as of December 31, 2012, and 2011, respectively		22			15
Additional paid-in capital		236,375			92,662
Accumulated other comprehensive (loss) income		(381	)		(318	)
Accumulated deficit		(49,768	)		(51,108	)

Total Standard Parking Corporation stockholders' equity		186,248			41,251
Noncontrolling interest		752			(85	)

Total equity		187,000			41,166

Total liabilities and stockholders' equity	$	905,283		$	242,971

	Years Ended December 31,

	2012			2011			2010
	($ In thousands, except for share and per share data) (Restated Note B)
Parking services revenue:
Lease contracts	$	250,355		$	147,510		$	138,664
Management contracts		230,501			173,725			171,331
Reimbursed management contract revenue		473,082			408,427			411,148

Total revenue		953,938			729,662			721,143
Costs and expenses:
Cost of parking services:
Lease contracts		231,781			136,494			128,613
Management contracts		141,949			97,186			96,912
Reimbursed management contract expense		473,082			408,427			411,148

Total cost of parking services		846,812			642,107			636,673
Gross profit:
Lease contracts		18,574			11,016			10,051
Management contracts		88,552			76,539			74,419

Total gross profit		107,126			87,555			84,470
General and administrative expenses(1)		86,540			48,297			47,878
Depreciation and amortization		13,513			6,618			6,074

Total costs and expenses		946,865			697,022			690,625
Operating income		7,073			32,640			30,518
Other expenses (income):
Interest expense		8,616			4,691			5,335
Interest income		(297	)		(227	)		(218	)

		8,319			4,464			5,117
Income (loss) before income taxes		(1,246	)		28,176			25,401
Income tax (benefit) expense		(3,620	)		10,700			9,770

Net income		2,374			17,476			15,631
Less: Net income attributable to noncontrolling interest		1,034			378			268

Net income attributable to Standard Parking Corporation	$	1,340		$	17,098		$	15,363

Common stock data:
Net income per share:
Basic	$	0.08		$	1.09		$	0.99
Diluted	$	0.08		$	1.07		$	0.96
Weighted average shares outstanding:
Basic		17,179,606			15,703,595			15,579,352
Diluted		17,490,204			16,047,879			15,944,662

	Common Stock									Accumulated Other Comprehensive

	Number of Shares			Par Value			Additional Paid-In Capital			Accumulated Other Comprehensive			Accumulated Deficit			Noncontrolling Interest
	Number of Shares			Par Value			Additional Paid-In Capital			Income (Loss)			Accumulated Deficit			Noncontrolling Interest			Total
	($ In thousands, except for share and per share data)
Balance (deficit) at December 31, 2009 (as originally reported)		15,385,428		$	15		$	91,793		$	313		$	(77,372	)	$	(72	)	$	14,677
Restated-Note B		—			—			—			—			(6,197	)		—			(6,197	)

Balance (deficit) at December 31, 2009 (as restated)		15,385,428		$	15		$	91,793		$	313		$	(83,569	)	$	(72	)	$	8,480
Net income														15,363			268			15,631
Foreign currency translation adjustments											169									169
Cash flow hedge											(379	)								(379	)
Proceeds from exercise of stock options		385,027			1			1,772												1,773
Issuance of stock grants		14,396						245												245
Retirement of common stock		(9,206	)		—			—												—
Non-cash stock-based compensation related to restricted stock units								2,065												2,065
Tax benefit from exercise of stock options								1,416												1,416
Distribution to noncontrolliing interest																	(271	)		(271	)

Balance (deficit) at December 31, 2010		15,775,645		$	16		$	97,291		$	103		$	(68,206	)	$	(75	)	$	29,129
Net income														17,098			378			17,476
Foreign currency translation adjustments											(390	)								(390	)
Cash flow hedge											(31	)								(31	)
Repurchase of common stock		(461,512	)		(1	)		(7,543	)											(7,544	)
Proceeds from exercise of stock options		68,322			—			217												217
Issuance of stock grants		14,009			—			245												245
Vested restricted stock units		68,400			—			—												—
Non-cash stock-based compensation related to restricted stock units								2,206												2,206
Tax benefit from exercise of stock options								246												246
Distribution to noncontrolling interest																	(388	)		(388	)

Balance (deficit) at December 31, 2011		15,464,864		$	15		$	92,662		$	(318	)	$	(51,108	)	$	(85	)	$	41,166
Net income														1,340			1,034			2,374
Foreign currency translation adjustments											2									2
Cash flow hedge											(65	)								(65	)
Shares issued—Central Merger		6,161,332			7			140,719												140,726
Exercise of stock options		81,023			—			526												526
Issuance of stock grants		8,751			—			165												165
Vested restricted stock units		154,800			—			—												—
Non-cash stock-based compensation related to restricted stock units								1,857												1,857
Tax benefit from exercise of stock options								446												446
Purchase of Central shares of noncontrolling interest																	677			677
Distribution to noncontrolling interest																	(874	)		(874	)

Balance (deficit) at December 31, 2012		21,870,770		$	22		$	236,375		$	(381	)	$	(49,768	)	$	752		$	187,000

	Year Ended December 31,

	2012			2011			2010
	($ In thousands, except for share and per share data) (Restated—Note B)
Operating activities
Net income	$	2,374		$	17,476		$	15,631
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		14,592			6,671			6,018
Loss on sale of assets		80			31			115
Amortization of debt issuance costs and original discount on borrowings		1,211			638			638
Non-cash stock-based compensation		2,103			2,451			2,310
Provision for losses on accounts receivable		420			201			100
Excess tax benefit related to stock option exercises		(445	)		(246	)		(1,446	)
Deferred income taxes		7,231			2,434			1,642
Changes in operating assets and liabilities:
Notes and accounts receivable		(5,995	)		5,432			(7,208	)
Prepaid assets		(1,446	)		(154	)		2,710
Other assets		3,981			(1,389	)		(1,887	)
Accounts payable		9,091			763			(5,098	)
Accrued liabilities		(21,793	)		640			6,009

Net cash provided by operating activities		11,404			34,949			19,534
Investing activities
Purchase of leasehold improvements and equipment		(5,024	)		(4,150	)		(2,985	)
Proceeds from sale of assets		30			116			5
Acquisitions of business, net of cash acquired		27,736			14			(3,597	)
Cost of contracts purchased		(1,172	)		(932	)		(678	)
Capitalized interest		(12	)		(43	)		(139	)
Contingent payments for businesses acquired		(332	)		(262	)		(340	)

Net cash provided by (used in) investing activities		21,226			(5,257	)		(7,734	)
Financing activities
Proceeds from exercise of stock options		526			217			1,773
Repurchase of common stock		—			(7,544	)		—
Earn-out payments		(2,073	)		—			(529	)
Merger related transactions:
Payments on senior credit facility Standard Parking		(71,800	)		—			—
Proceeds from senior credit facility Standard Parking		72,790			—			—
Payment on senior credit facility Central Parking		(237,143	)		—			—
Proceeds from term loan		250,000			—			—
Payments on term loan		(5,625	)		—			—
Net payments on senior credit facility		(12,590	)		(15,200	)		(14,650	)
Payment on notes payable		(40	)		—			—
Payments on other long-term borrowings		(145	)		(136	)		(128	)
Distribution to noncontrolling interest		(874	)		(388	)		(271	)
Payments of debt issuance costs and original discount on borrowings		(10,332	)		(30	)		(30	)
Payments on capital leases		(542	)		(553	)		(531	)
Tax benefit related to stock option exercise		445			246			1,446

Net cash used in financing activities		(17,403	)		(23,388	)		(12,920	)
Effect of exchange rate changes on cash and cash equivalents		3			(390	)		169

Increase (decrease) in cash and cash equivalents		15,230			5,915			(951	)
Cash and cash equivalents at beginning of year		13,220			7,305			8,256

Cash and cash equivalents at end of year	$	28,450		$	13,220		$	7,305

Cash paid for:
Interest	$	18,715		$	4,015		$	5,097
Income taxes		3,651			7,507			7,270
Non-cash transactions:
Fair value of shares issued to acquire Central Parking common stock	$	140,726			—			—

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2012, 2011 and 2010

($ In thousands except share and per share data)

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities in which the Company is the primary beneficiary. Noncontrolling interest recorded in the consolidated statement of income is the interest in consolidated variable interest entities not controlled by the Company. The Company has ownership interests in thirty-eight partnerships, joint ventures or similar arrangements which operate parking facilities. Twenty nine are Variable Interest Entities (VIE) and nine are voting interest model entities where the company ownership ranges from 20-50% and it does not control the entities. The Company consolidates those VIE's where it is the primary beneficiary and accounts for voting interest entities that it does not control using the equity method of accounting. The assets and liabilities of the VIE's are not material to the Company's Consolidated Balance Sheets. All significant intercompany profits, transactions and balances have been eliminated in consolidation.

The Company's revenues are primarily derived from leased locations, managed properties and the providing of ancillary services, such as accounting, 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 recognized as revenue as those services are provided.

The Company recognizes costs for leases, non-reimbursed costs from managed facilities and reimbursed expense as cost of parking services. Cost of parking services consists primarily of rent and payroll related costs.

Advertising costs are expensed as incurred and are included in general and administrative expenses. Advertising expenses aggregated $796, $317 and $308 for 2012, 2011 and 2010, respectively.

Share based payments to employees including grants of employee stock options and restricted stock units are measured at the grant date, based on the estimated 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 equivalents represent funds temporarily invested in money market instruments with maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value.

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, 2012 and 2011, the Company's allowance for doubtful accounts was $93 and $485, respectively.

Leasehold improvements, equipment, software, vehicles, and other fixed assets are stated at cost less accumulated depreciation and amortization. Equipment is depreciated on the straight-line basis over the estimated useful lives ranging from 2 to 10 years. 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 (weighted average of approximately 10 years).

Costs associated with directly obtaining, developing or upgrading internal-use software are capitalized and amortized over the estimated useful life of software.

Cost of parking contracts are amortized on a straight-line basis over the weighted average contract life which is 9.5 years for the year ending December 31, 2012, 9.7 years for the year ending December 31, 2011 and 9.5 years for the year ending December 31, 2010. Amortization expense was $3,142, $2,275 and $1,907 in 2012, 2011 and 2010, respectively.

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 of this Form 10-K/A. 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 from managements most recent forecast and assumed a growth rate of 0% for future periods, a discount factor of 10% when calculating the present value of our estimated future cash flow, slightly higher than our weighted average cost of capital as determined by an independent valuation firm engaged by the Company to determine market value of the Company previous to the merger with Central and reflected the risks associated with the then current market. Additionally, 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 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 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.

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 $5,149 and $950 at December 31, 2012 and 2011, respectively, are included in other assets in the consolidated balance sheets and are reflected net of accumulated amortization. Amortization expense was $1,211, $638 and $638 at December 31, 2012, 2011 and 2010, respectively.

The carrying values of cash, accounts receivable and accounts payable approximate 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 variable market rates.

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.

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

October 25, 2012, the Company entered into Interest Rate Swap transactions (collectively, the "Interest Rate Swaps") with each of JPMorgan Chase Bank, N.A. ("JPMorgan Chase Bank"), Bank of America, N.A. ("Bank of America") and PNC Bank, N.A. in an initial aggregate Notional Amount of $150,000 (the "Notional Amount"). The Interest Rate Swaps have an effective date of October 31, 2012 and a termination date of September 30, 2017. The Interest Rate Swaps effectively fix the interest rate on an amount of variable interest rate borrowings under the Credit Agreement ("the Credit Agreement"), originally equal to the Notional Amount at 0.7525% per annum plus the applicable margin rate for LIBOR loans under the Credit Agreement determined based upon Standard's consolidated total debt to EBITDA ratio. The Notional Amount is subject to scheduled quarterly amortization that coincides with quarterly prepayments of principal under the Credit Agreement. These Interest Rate Swaps are classified as cash flow hedges, and we calculate the effectiveness of the hedge on a monthly basis. The ineffective portion of the cash flow hedge is recognized in earnings as an increase of interest expense. As of December 31, 2012, no ineffectiveness of the hedge has been recognized. The fair value of the Interest Rate Swaps at December 31, 2012 is $794 and is included in other long-term liabilities.

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. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current environment.

The Company purchases comprehensive casualty 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 pay directly to or 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.

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.

Income tax in the consolidated statement of operations includes deferred income tax provisions or benefits for all significant temporary differences in recognizing income and expenses for financial reporting and income tax purposes. A valuation allowance is established if it is more likely than not that a deferred tax asset will not be realized.

The Company recognizes as both revenues and expenses, in equal amounts, costs incurred by the Company that are directly reimbursed from its management clients. The Company has determined it is the principal in these transactions, as defined in ASC 605-45 Principal Agent Considerations, based on the indicators of gross revenue reporting. As the principal, we are the primary obligor in the arrangement, have latitude in establishing price, discretion in supplier selection, and we assume credit risk.

In May 2011, the FASB issued updated accounting guidance related to amendments to achieve common fair value measurement and disclosure requirements. The guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. This guidance is effective for fiscal years beginning after December 15,

2011. The adoption of this standard did not have a material impact on the Company's financial statements.

In September 2011, the FASB issued updated accounting guidance related to testing goodwill for impairment. The amendments provide entities with the option of performing a qualitative assessment before performing the first step of the two-step impairment test. If entities determine, on the basis of qualitative factors, it is not more likely than not that the fair value of the reporting unit is less than or greater than the carrying amount, then performing the two-step impairment test would be unnecessary. However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the entity is required to perform the second step of the goodwill impairment test to measure the amount of the impairment loss, if any. The amendment also provides entities with the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the first step of the two-step impairment test. This guidance is effective for interim and annual periods beginning after December 15, 2011. We test for impairment annually during the fourth quarter of the fiscal year. We adopted this guidance in the fourth quarter of 2012 and it did not have a material effect on the Company's financial position, results of operations or cash flows.

In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220), which deferred the effective date for applying ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, in respect of certain provisions relating to the presentation of separate line items on the income statement for reclassifications of items out of accumulated other comprehensive income into income, in order for the FASB to further evaluate this change in standard before implementation. The deferral is temporary and other provisions of ASU 2011-05 were effective for the Company beginning January 1, 2012. The adoption of this update impacted the presentation and disclosure of the Company's financial statements but did not impact the Company's results of operations, financial position, or cash flows.

In December 2011, the Financial Accounting Standards Board ("FASB") issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. This update requires additional disclosures about offsetting and related arrangements on assets and liabilities to enable users of financial statements to understand the effect of such arrangements on an entity's financial position as reported. This amendment is effective for fiscal 2014, and adoption of this standard change will only affect the footnote disclosures within consolidated financial statements. Once adopted, these disclosure provisions will apply retrospectively for all comparative periods presented. Although the Company is still evaluating the impact of this guidance, we do not believe that its adoption will have a material effect on the Company's financial position, results of operations or cash flows but could impact financial statement disclosures.

In July 2012, the FASB issued ASU 2012-2, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This update provides an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired

and then determine whether it should perform a quantitative impairment test. The amendment is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 with early adoption permitted. Although the Company is still evaluating the impact of this guidance, we do not believe that its adoption will have a material effect on the Company's financial position, results of operations or cash flows.

We have revised our previously issued consolidated financial statements to reflect (a) the finalization of purchase accounting and (b) a correction in our accounting for our contract related to the Bradley Airport as described in "Restatement of Accounting" below (the "Bradley Agreement") and (c) certain other immaterial adjustments.

As described in Note 3 of these consolidated financial statements, we purchased KCPC Holdings, Inc. ("KCPC"), the ultimate parent of Central Parking Corporation, on October 2, 2012. During September 2013 we finalized the purchase price allocation ("PPA") for this acquisition. We have recast our previously issued consolidated financial statements for the year ended December 31, 2012 to reflect the impact of the final purchase allocation as if it was completed at the date of acquisition. The impact of the finalization of the purchase price allocation is reflected in the table shown below.

We have restated our consolidated financial statements to correct the accounting for certain transactions. The restatement is primarily related to the accounting for the agreement under which we operate the Bradley International Airport.

We account for the Bradley Agreement, which is described in detail in Note Q of these consolidated financial statements, as a management agreement. We have historically recognized an accounts receivable for deficiency payments that we have made under the Bradley Agreement as we believed based on the Bradley Agreement that we will ultimately receive these amounts. However, while we continue to believe that these amounts are ultimately collectible, we have concluded that the collection of these amounts represent a contingency related to the contract and should be recorded when received. The impact of the restatement is reflected in the table shown below.

The following tables summarize the key financial statement line items that were modified as a result of the changes described above.



BALANCE SHEET
As of December 31, 2012
Total current assets	179,814		2,781		182,595		441		183,036
Long-term receivables, net	15,346		—		15,346		15,346		—
Intangible assets, net	175,587		21,757		197,344		—		197,344
Good will	435,122		4,364		439,486		—		439,486
Total assets	890,947		29,294		920,241		(14,958	)	905,283
Total current liabilities	275,027		2,649		277,676		(38	)	277,638
Deferred tax liabilities	27,521		(2,740	)	24,781		(5,702	)	19,079
Unfavorable lease contracts	44,335		30,423		74,758		—		74,758
Accumulated deficit	(39,512	)	(1,039	)	(40,551	)	(9,217	)	(49,768	)
Total shareholder's equity of Company	196,504		(1,039	)	195,465		(9,217	)	186,248
Total liabilities and shareholder's equity	890,947		29,294		920,241		(14,958	)	905,283
INCOME STATEMENT
For the year ended December 31, 2012
Total cost of parking services	844,187		1,519		845,706		1,106		846,812
Total gross profit	109,751		(1,519	)	108,232		(1,106	)	107,126
Operating income	9,847		(1,791	)	8,056		(983	)	7,073
Income before income taxes	1,780		(1,791	)	(11	)	(1,235	)	(1,246	)
Income tax (benefit) expense	(2,374	)	(752	)	(3,126	)	(494	)	(3,620	)
Net income	4,154		(1,039	)	3,115		(741	)	2,374

We had a $0.04 reduction to our net income per share—basic and diluted as a result of the restatement of accounting for the Bradley Agreement and a $0.06 reduction to our net income per share—basic and diluted for the purchase price finalization for KCPC for the year ended December 31, 2012. Our net income per share—basic and diluted for the same period, after giving effect to the purchase price finalization for KCPC, was $0.12, compared to $0.18 as originally reported. Our net income per share—basic and diluted for the same period, after giving effect to the purchase price finalization for KCPC and the restatement of accounting for the Bradley Agreement was $0.08, compared to $0.18, as originally reported.

We had a $0.05 reduction to our net income per share—basic and diluted as a result of the restatement of accounting for the Bradley Agreement for the year ended December 31, 2011. Our net income per share—basic and diluted for the same period, after giving effect to the restatement of accounting for the Bradley Agreement was $1.09 and $1.07, respectively, compared to $1.14 and $1.12, respectively, as originally reported.

We had a $0.09 and a $0.10 reduction to our net income per share—basic and diluted, respectively, as a result of the restatement for the Bradley Agreement for the year ended December 31, 2010. Our net income per share—basic and diluted for the same period, after giving effect to the restatement for the Bradley Agreement was $0.99 and $0.96, respectively, compared to $1.08 and $1.06, respectively, as originally reported.

Net income attributable to Standard Parking Corporation, within the Consolidated Statements of Income, and other comprehensive income and comprehensive income attributable to Standard Parking Corporation, within the Consolidated Statements of Comprehensive Income, was only effected by the change in net income as a result of the purchase price finalization for KCPC and the restatement of accounting for the Bradley Agreement for the year-ended December 31, 2012 and the restatement of accounting for the Bradley Agreement for the years-ended December 31, 2011 and 2010, respectively.

The effect of the restatement had no impact to our net cash provided by operating activities, net cash provided by (used in) investing activities or net cash used in financing activities, within the Consolidated Statements of Cash Flows, for the year-end December 31, 2012, 2011 and 2010.

The notes to these consolidated financial statements have been revised, as needed, to reflect the impact of the purchase price finalization for KCPC and the restatement of accounting for the Bradley Agreement, as previously discussed above.

On October 2, 2012 ("Closing Date"), we completed our acquisition (the "Central Merger" or "Merger") of 100% of the outstanding common shares of KCPC Holdings, Inc., which is the ultimate parent of Central Parking Corporation ("Central") for 6,161,332 shares of our common stock and the assumption of approximately $217,675 of Central's debt net of cash acquired. Additionally, Central's former stockholders will be entitled to receive cash consideration of $27,000, subject to adjustment, to be paid three years after closing to the extent it is not used to satisfy certain obligations that the Company has been indemnified for the former Central shareholders. The Company financed the acquisition through additional borrowings under the Senior Credit Facility (defined in Note I).

Pursuant to the Central Merger agreement, we are entitled to indemnification from former stockholders of KCPC if and to the extent Central's combined net debt and the absolute value of Central's working capital (as determined in accordance with the Merger Agreement) (the "Net Debt Working Capital") exceeded $285,000 as of September 30, 2012. The Net Debt Working Capital was $300,546 as of September 30, 2012 and, accordingly, the Net Debt Working Capital exceeded the threshhold by $15,546. We have made a formal indemnity claim under the Merger Agreement relating to Net Debt Working Capital.

Accordingly, the fair value of the final consideration transferred to acquire all of Central's outstanding stock at the acquisition date is as follows:

The Company incurred certain acquisition and integration costs associated with the transaction that were expensed as incurred and are reflected in the Consolidated Statements of Income. The Company recognized $26,783 of these costs in its Consolidated Statement of Income for the year ended December 31, 2012 in General and Administrative Expenses. The Company has incurred costs of

$10,332, related to the Credit Agreement. Of the total costs of $10,332, $5,149 has been included in other assets and $5,183 was recognized as a discount to borrowings. The entire cost is being amortized to interest expense over the term of the loan.

The acquisition has been accounted for using the acquisition method of accounting (in accordance with the provisions of ASC 805, Business Combinations) which requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date.

The purchase price has been allocated based on the estimated fair value of net assets acquired and liabilities assumed at the date of the acquisition. We have previously reported our preliminary purchase price allocation. We have subsequently finalized the purchase price allocation, which resulted in revision to the previously reported preliminary amounts. The revisions to the purchase price allocation were applied retrospectively back to the date of the acquisition, as reflected in the Company's restated consolidated financial statements included in our Form 10-K/A filed on November 18, 2013.

The following table summarizes the fair values of the assets acquired and liabilities assumed in the acquisition as previously reported based on the preliminary allocation and as finalized:

	Preliminary amounts^(a)			Purchase Price Accounting Adjustment			Amounts as finalized

Net current liabilities	$	(28,041	)	$	2,597		$	(25,444	)
Leasehold improvements, equipment, land and construction in progress, net		24,154			627			24,781
Identified intangible assets:
Management contracts		81,000			—			81,000
Favorable lease contracts		51,650			28,585			80,235
Trade name / trademarks		14,900			(5,800	)		9,100
Existing technology		34,000			—			34,000
Non-competition agreements		2,600			—			2,600
Other noncurrent assets		17,748			—			17,748
Long-term debt		(237,223	)		—			(237,223	)
Unfavorable lease contracts		(69,316	)		(32,360	)		(101,676	)
Other noncurrent liabilities		(19,523	)		—			(19,523	)
Net long term deferred tax liability		(24,516	)		1,988			(22,528	)

Net (liabilities assumed)		(152,567	)		(4,363	)		(156,930	)
Goodwill		302,236			4,363			306,599

Total consideration transferred	$	149,669		$	—		$	149,669

The acquired management contracts are being amortized over a weighted average life of 16 years. The favorable and unfavorable lease contracts are being amortized over a weighted average life of 10 and 7 years, respectively. The trade names and trademarks are being amortized over 4 years. The

non-compete agreements are being amortized over 1 year. The existing technology is being amortized over 4.5 years. See Note G for amortization and accretion of the intangible assets and liabilities.

The unfavorable lease contract liability, including current portion, is $92,225 and the expected future accretion of unfavorable lease contracts is as follows:

Goodwill is calculated as the excess of the consideration transferred over the net assets acquired. Goodwill is not amortized and is not deductible for tax purposes. Goodwill represents expected synergies with the Company's existing operations which include growth of new and existing customers, elimination of corporate overhead redundancies, and logistical improvements.

A single estimate of fair value results from a complex series of the Company's judgments about future events and uncertainties and relies heavily on estimates and assumptions. The Company's judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company's results of operations.

The results of Central's operations have been included in the Company's consolidated financial statements from the acquisition date. The following table presents information for Central that is included in the Company's Consolidated Statements of Income for the year ended December 31, 2012:

The following unaudited pro forma consolidated results of operations for 2012 and 2011 assume that the acquisition of Central was completed as of January 1, 2011:

The Company has assumed a 42% combined statutory federal and state tax rate when estimating the tax effects of the adjustments to the unaudited pro forma combined statements of income.

Companies are required to present basic and diluted earnings per share. Basic net income per share is computed by dividing net income attributable to Standard Parking Corporation 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:

There are no additional securities that could dilute basic net income per share in the future that were not included in the computation of diluted net income per share, other than those disclosed.

A summary of leasehold improvements, equipment, and construction in progress and related accumulated depreciation and amortization is as follows:

		December 31

	Ranges of Estimated Useful Life	2012			2011
Equipment	2 - 5 Years	$	28,498		$	12,021
Software	3 - 10 Years		15,031			12,643
Vehicles	4 Years		9,353			9,405
Other	10 Years		367			2,464
Leasehold improvements	Shorter of lease term or economic life up to 10 years		17,920			9,732
Construction in progress			2,086			2,255

			73,255			48,520
Less accumulated depreciation and amortization			(35,152	)		(31,788	)

			38,103			16,732
Land			2,299			—

Leasehold improvements, equipment, land and construction in progress, net		$	40,402		$	16,732

Depreciation expense was $6,672, $4,167 and $3,722 in 2012, 2011 and 2010, respectively. Depreciation includes losses on abandonments of leasehold improvements and equipment of $80, $31 and $53 in 2012, 2011 and 2010, respectively.

Cost of contracts represents the cost of obtaining contractual rights associated with providing parking services at a managed or leased facility. Cost consists of either capitalized payments made to third parties. Cost of contracts is amortized over the estimated life of the contracts, including anticipated renewals and terminations. Estimated lives are based on either the contract life or anticipated lives that are consistent with the underlying valuation analysis used in determining the fair value at acquisition.

Amortization expense related to cost of contracts was $3,142, $2,275 and $1,907 for the years ended December 31, 2012, 2011 and 2010 respectively. Amortization includes no losses on cost of contracts in 2012 and 2011 and losses on cost of contracts of $62 in 2010. The weighted average useful life is 9.5 years for 2012, 9.7 years for 2011 and 9.5 years for 2010.

Amortization expense related to intangible assets included in depreciation and amortization was $4,024, $260 and $2,173 for the years ended December 31, 2012, 2011 and 2010, respectively. Amortization for lease contracts, net of unfavorable lease contracts was $1,435 for the year ended December 31, 2012 and is a reduction to cost of parking services of lease contract. There was no amortization for lease contracts included in cost of parking services for lease contracts for the year ended December 31, 2011 and 2010.

The Company applies the accounting standards for fair value measurements and disclosures for its financial assets and financial liabilities. The guidance requires disclosures about assets and liabilities measured at fair value. As of December 31, 2012, the Company's financial liabilities relate to Interest Rate Swaps of $794 and the Company's financial liabilities relate to contingent acquisition consideration payments of $3,324.

The accounting guidance for fair value measurements and disclosures includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on observable or unobservable inputs to valuation techniques that are used to measure fair value. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels:

The significant inputs used to derive the fair value of the contingent acquisition consideration include financial forecasts of future operating results, the probability of reaching the forecast and the associated discount rate. The weighted average probability of the contingent acquisition consideration ranges from 5% to 95%, with a weighted average discount rate of 12%. The following table sets forth the Company's financial assets and liabilities measured at fair value on a recurring basis and the basis of measurement at December 31, 2012 and 2011:

The following table provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3):

	Due to Seller

Balance at December 31, 2009	$	(5,090	)
Increase related to new acquisitions		(2,400	)
Payment of contingent consideration		529
Change in fair value		154

Balance at December 31, 2010		(6,807	)
Increase related to new acquisitions		—
Payment of contingent consideration		—
Change in fair value		309

Balance at December 31, 2011		(6,498	)
Increase related to new acquisitions		—
Payment of contingent consideration		2,202
Change in fair value		972

Balance at December 31, 2012	$	(3,324	)

For the years ended December 31, 2012, 2011 and 2010, the Company recorded adjustments to original contingent consideration obligations recognized for acquisitions completed in previous years. The adjustments were the result of using revised forecasts and updated fair value measurements that adjusted the Company's potential earn-out payments related to the purchase of this business.

For the year ended December 31, 2012 and 2011, the Company recognized a benefit of $972 and $309, respectively in general and administrative expenses in the statement of income due to the change in fair value measurements using a level three valuation technique.

The carrying and estimated fair values of the Company's financial instruments at December 31, 2012 and 2011 were as follows:

The carrying values of cash and cash equivalents approximate 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 variable market rates. The fair value of the capital lease and obligations on Seller notes and other obligations were estimated to not be materially different from the carrying amount.

The purchase price of business acquisitions is primarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the excess recorded as goodwill. We utilize Level 3 inputs in the determination of the initial fair value. Non-financial assets such as goodwill, intangible assets, and leasehold improvements, equipment land and construction in progress are subsequently measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment is recognized. We assess the impairment of intangible assets annually or whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. The fair value of our goodwill and intangible assets is not estimated if there is no change in events or circumstances that indicate the carrying amount of an intangible asset may not be recoverable. We have not recorded impairment charges related to our business acquisitions.

Future minimum payments of total long-term debt at December 31, 2012 are as follows:

In connection with the Merger, on the Closing Date, the Company entered into a Credit Agreement with Bank of America, as administrative agent, Wells Fargo Bank, N.A. ("Wells Fargo Bank") and JPMorgan Chase Bank, as co-syndication agents, U.S. Bank National Association, First Hawaiian Bank and General Electric Capital Corporation, as co-documentation agents, Merrill Lynch, Pierce, Fenner & Smith Inc., Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers, and the lenders party thereto (the "Lenders").

Pursuant to the terms, and subject to the conditions, of the Credit Agreement, the Lenders have made available to the Company a new secured Senior Credit Facility (the "Senior Credit Facility") that permits aggregate borrowings of $450,000 consisting of (i) a revolving credit facility of up to $200,000 at any time outstanding, which includes a letter of credit facility that is limited to $100,000 at any time outstanding, and (ii) a term loan facility of $250,000. The Senior Credit Facility matures on October 2, 2017.

The entire amount of the term loan portion of the Senior Credit Facility was drawn by the Company on the Closing Date and is subject to scheduled quarterly payments of principal based on the

following annualized amounts: (i) $22,500 in the first year, (ii) $22,500 in the second year, (iii) $30,000 in the third year, (iv) $30,000 in the fourth year and (v) $37,500 in the fifth year. The Company also borrowed $72,800 under the revolving credit facility on the Closing Date. The proceeds from these borrowings were used by the Company to repay outstanding indebtedness of the Company and Central, and will also be used to pay costs and expenses related to the Merger and the related financing and fund ongoing working capital and other general corporate purposes.

Borrowings under the Senior Credit Facility bear interest, at the Company's option, (i) at a rate per annum based on the Company's consolidated total debt to EBITDA ratio for the 12-month period ending as of the last day of the immediately preceding fiscal quarter, determined in accordance with the applicable pricing levels set forth in the Credit Agreement (the "Applicable Margin") for LIBOR loans, plus the applicable LIBOR rate or (ii) the Applicable Margin for base rate loans plus the highest of (x) the federal funds rate plus 0.5%, (y) the Bank of America prime rate and (z) a daily rate equal to the applicable LIBOR rate plus 1.0%.

Under the terms of the Credit Agreement, the Company is required to maintain a maximum consolidated total debt to EBITDA ratio of not greater than 4.5:1.0 (with certain step-downs described in the Credit Agreement). In addition, the Company is required to maintain a minimum consolidated fixed charge coverage ratio of not less than 1:25:1.0 (with certain step-ups described in the Credit Agreement).

Events of default under the Credit Agreement include failure to pay principal or interest when due, failure to comply with the financial and operational covenants, the occurrence of any cross default event, non-compliance with other loan documents, the occurrence of a change of control event, and bankruptcy and other insolvency events. If an event of default occurs and is continuing, the Lenders holding a majority of the commitments and outstanding term loan under the Credit Agreement have the right, among others, to (i) terminate the commitments under the Credit Agreement, (ii) accelerate and require the Company to repay all the outstanding amounts owed under the Credit Agreement and (iii) require the Company to cash collateralize any outstanding letters of credit.

Each wholly owned domestic subsidiary of the Company (subject to certain exceptions set forth in the Credit Agreement) has guaranteed all existing and future indebtedness and liabilities of the other guarantors and the Company arising under the Credit Agreement.

In connection with and effective upon the execution and delivery of the Credit Agreement on October 2, 2012, the Company terminated its then-existing Amended and Restated Credit Agreement (the "Former Credit Agreement"), dated as of July 15, 2008. In connection with the extinguishment of debt, $693 related to the interest rate cap was recorded in interest expense during the year ended December 31, 2012. Loss on the extinguishment of debt of $51 was recorded in interest expense during the fourth quarter related to debt issuance costs. There were no termination penalties incurred by the Company in connection with the termination of the Former Credit Agreement.

The weighted average interest rate on our Senior Credit Facility at December 31, 2012 and 2011 was 3.7% and 2.5%, respectively. The rate includes all outstanding LIBOR contracts, cash flow hedge

effectiveness effect and letters of credit. The weighted average interest rate on outstanding borrowings, not including letters of credit, was 3.9% at December 31, 2012 and December 31, 2011.

At December 31, 2012, we had $56,006 of letters of credit outstanding under the Senior Credit Facility, borrowings against the Senior Credit Facility aggregated $312,775, and we had $52,231 available under the senior credit facility.

We have entered into various financing agreements, which were used for the purchase of equipment.

The Company acquired Subordinated Convertible Debentures ("Convertible Debentures") that prior to the acquisition of Central, were convertible at the option of the holder thereof into shares of Company common stock. As a result of the acquisition, the subordinated debenture holders no longer have the right to convert the Convertible Debentures to common stock of the Company, but do have the right to redeem the Convertible Debentures for $19.18 cash per share upon their stated maturity (April 1, 2028) or upon acceleration or earlier repayment of the Convertible Debentures. There were no redemptions during the year ended December 31, 2012. Approximately $1,254 (redemption value) Convertible Debentures remain outstanding at both December 31, 2012.

The components of accumulated other comprehensive income (loss), net of tax, for the years ended December 31, 2012, 2011 and 2010 are as follows:

For financial reporting purposes, income before taxes includes the following components:

The components of income tax expense (benefit) for the years ended December 31, 2012, 2011 and 2010 were as follows:

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, 2012 and 2011 are as follows:

	2012			2011

Deferred tax assets:
Net operating loss carry forwards	$	28,054		$	4,017
Accrued expenses		33,276			15,302
Accrued compensation		10,551			6,081
Book over tax cost unfavorable lease contracts		36,339			—
Other		169			274

Gross deferred tax assets		108,389			25,674
Less: valuation allowance		(25,299	)		(318	)

Total deferred tax asset		83,090			25,356

Deferred tax liabilities:
Prepaid expenses		(516	)		(244	)
Undistributed foreign earnings		(1,144	)		(1,176	)
Tax over book depreciation and amortization		(3,047	)		(3,012	)
Tax over book goodwill amortization		(27,496	)		(25,426	)
Tax over book cost favorable contracts		(43,417	)		—
Other		(11,284	)		(83	)

Total deferred tax liabilities		(86,904	)		(29,941	)

Net deferred tax liability	$	(3,814	)	$	(4,585	)

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 $25,299 and $318, respectively, at December 31, 2012 and 2011 primarily related to our state Net Operating Loss carryforwards ("NOLs") 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 NOLs, and the carryforward life over which the state tax benefit will be realized. $24,981 of the valuation allowance recorded as of December 31, 2012 is attributable to state net operating loss carryforwards and other state deferred tax assets of Central that were recognized as a component of purchase accounting.

At December 31, 2012, the Company had $5,677 of gross federal NOLs, which will expire in the years 2023 through 2024. 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.

The Company has $21,919 of tax effected state net operating loss carryforwards as of December 31, 2012, which will expire in the years 2013 through 2028. As noted above, the utilization of the state net operating loss carryforwards of the Company are limited due to the ownership change in June 2004. The state net operating loss carryforwards of Central are also limited due to the Central Merger. The Company does not have any foreign net operating loss carryforwards.

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 APB23. As of December 31, 2012, the Company treats approximately $1,600 of Canadian earnings as permanently reinvested to meet the Canadian subsidiary's working capital requirements. Generally, such amounts will become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. The Company has provided taxes for the remaining undistributed earnings of its Canadian subsidiary in excess of the permanently reinvested amount. The Company is treating it cumulative earnings of $3,641 in its Puerto Rico subsidiary as permanent in duration to satisfy working capital requirements. The amount of tax that may be payable on a distribution of such earnings is $1,274.

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, 2012, 2011 and 2010 is as follows:

Taxes paid, which are for United States federal income tax, certain state income taxes, and foreign income taxes were $3,651, $7,507 and $7,270 in 2012, 2011 and 2010, respectively.

As of December 31, 2012, the Company has not identified any uncertain tax positions that would have a material impact on the Company's financial position. However, as a result of the Central Merger, the Company recorded $6,780, plus accrued interest of $5,328 and penalties of $678, for a state uncertain tax position as part of the opening balance sheet. Due to the lapsing of the statute of limitations for this position in the fourth quarter 2012, the Company decreased its uncertain tax position for the full amount of the liability previously established and reversed the previously accrued interest. As a result, the Company does not have any uncertain tax positions recorded as of December 31, 2012.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits:

The Company recognizes potential interest and penalties related to uncertain tax positions, if any, in income tax expense.

The tax years that remain subject to examination for the Company's major tax jurisdictions at December 31, 2012 are shown below:

The Company has deferred compensation arrangements for certain key executives, a savings and retirement plan, and a non-qualified deferred compensation plan in which certain employees are eligible to participate.

The Company offers deferred compensation arrangements for certain key executives. 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, 2012 and 2011, the Company has accrued $3,669 and $3,362, respectively, representing the present value of the future benefit payments. Expenses related to these plans amounted to $486, $311, and $154 in 2012, 2011 and 2010, respectively.

Through the Central Merger, the Company has agreements with certain former key executives that provide for aggregate annual payments ranging from $32 to $144 per year for periods ranging from 10 years to life, beginning when the executive retires or upon death or disability. Under certain conditions, the amount of deferred benefits can be reduced. Life insurance contracts with a face value of approximately $6,700 as of December 31, 2012 have been purchased to fund, as necessary, the benefits under these agreements. The cash surrender value of the life insurance contracts is approximately $700 at December 31, 2012 and is included in other non current assets. The plan is a non-qualified plan and is not subject to ERISA funding requirements. Compensation costs for the year ended December 31, 2012 was $855. At December 31, 2012, the Company had recorded a liability in other long-term liabilities of $3,942 associated with these agreements.

The Company sponsors a savings and retirement plan whereby the participants may elect to contribute a portion of their compensation to the plan. The Company's Plan, is a qualified defined contribution plan 401(K). The Company contributes an amount in cash or other property as a Company match equal to 50% of the first 4% of contributions as they occur. Through the Central acquisition, the Company has the Central defined contribution plan. For the Central Plan, the Company will match an amount equal to 100% of the participant's contributions up to 3% of compensation and 50% of the participant's contributions exceeding 3% but not to exceed 5% of compensation. Expenses related to these plans amounted to $893, $988, and $951 in 2012, 2011 and 2010, 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 separation of employment or distribution date selected by employee. 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, 2012 and 2011, the cash surrender value of the COLI policies is $5,620 and $3,902, 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 $6,064 and $3,929 as of December 31, 2012 and 2011, respectively.

The Company contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

At December 31, 2012, we employed approximately 25,000 employees compared to approximately 12,000 employees at December 31, 2011 and 2010. The increase in employment from prior years is primarily attributable to the Central Merger.

The Company's participation in these plans for the annual periods ended December 31, 2012, 2011 and 2010, is outlined in the table below. The "EIN/Pension Plan Number" column provides the Employee Identification Number ("EIN") and the three-digit plan number, if applicable. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The "FIP/RP Status Pending/Implemented" column indicates plans for which a Financial Improvement Plan ("FIP") or a Rehabilitation Plan ("RP") is either pending or has been implemented. The "Expiration Date of Collective Bargaining Agreement" column lists the expiration dates of the agreements to which the plans are subject.

The Company's contributions represented more than five percent of total contributions to the Teamsters Local Union No. 727 Benefit Fund for the plan year ending February 28, 2012 and Local 917 Pension Fund for the plan year ending October 31, 2011 (the most recently available annual reports). We do not represent more than five percent to any other fund.

Net expenses not reimbursed by clients and related to multiemployer defined benefit and defined contribution benefit plans were $762, $710 and $552 in 2012, 2011 and 2010, respectively.

In the event that we decide to cease participating in these plans, we could be assessed a withdrawal liability. We currently do not have any intentions to cease participating in these multiemployer pension plans and therefore would not trigger the withdrawal liability.

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, 2012, the Company's minimum rental commitments, excluding contingent rent provisions under all non-cancelable operating leases, are as follows:

Rent expense, including contingent rents, was $173,502, $108,324 and $101,623 in 2012, 2011 and 2010, respectively.

Contingent rent expense was $79,552, $58,309 and $53,211 in 2012, 2011 and 2010, respectively. Contingent rent expense consists primarily of percentage rent payments, which will cease at various times as certain leases expire.

We enter into contingent purchase price arrangements from time to time for our business combinations and depending upon the date of the business combination, some of our contingent purchase price arrangements are not reflected in our consolidated balance sheet as those acquisitions occurred prior to the adoption of the most recent guidance on business combinations which now requires these to be recorded at fair value on the date of the acquisition. Our contingent payment obligations outstanding under previous business combination rules totaled $255 and $536, as of December 31, 2012 and 2011, respectively, assuming all performance targets would be achieved as of December 31, 2012 and 2011, and on an aggregate undiscounted basis. Such contingent payments will be accounted for as additional purchase price if the performance criteria are achieved; accordingly, this contingent payment obligation is not recorded at December 31, 2012. In addition, as of December 31, 2012 we have accrued $239 for contingent payment obligations incurred in 2012 under previous business combination rules. We have recorded a contingency obligation for acquisitions subsequent to the adoption of the most recent guidance on business combinations, in the amount of $3,324, of which $2,008 is included in the other long-term liabilities and $1,316 is included in accrued expenses at December 31, 2012.

In connection with the Central Merger, on February 28, 2012, we entered into initial Closing Agreements (the "Initial Closing Agreements") with each of Lubert-Adler Real Estate Fund V, L.P. and Lubert-Adler Real Estate Parallel Fund V, L.P. (collectively, "Lubert-Adler Entities"); each of Kohlberg Investors V, L.P., Kohlberg TE Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P., and KOCO Investors V, L.P. (collectively, the "Kohlberg Entities"); and each of Versa Capital Fund I, L.P. and Versa Capital Fund I Parallel, L.P. (collectively, the "Versa Entities"). As of March 1, 2013, the Lubert-Adler Entities collectively own approximately 6.1% of our common stock, the Kohlberg Entities collectively own approximately 16.6% of our common stock, and the Versa Entities collectively own approximately 5.5% of our common stock. In addition, Paul Halpern, one of our director nominees, is affiliated with the Versa Entities; and Jonathan P. Ward and Gordon H. Woodward, both director nominees, are affiliated with the Kohlberg Entities.

Under the Initial Closing Agreements, the Central stockholders agreed, among other things, to vote their shares of our common stock in accordance with our Board's recommendations or, in specified cases, in proportion to the votes made by our other stockholders, until October 2, 2015.

Additionally, the Initial Closing Agreements provide that each Central stockholder will be subject to a four-year "standstill period" following the closing of the Merger, during which each such Central stockholder will not, among other things, (i) acquire any additional voting securities of the Company, (ii) seek or propose a merger, acquisition, tender offer or other extraordinary transaction with respect to the Company, (iii) call a meeting of our stockholders or initiate a stockholder proposal, or (iv) form a "group" with any person with respect to our securities.

The Initial Closing Agreements also impose certain restrictive covenants on some of the Central stockholders, including, among others, (i) non-compete covenants, (ii) non-solicitation covenants, (iii) confidentiality obligations and (iv) non-disparagement requirements.

The foregoing description of the Initial Closing Agreements does not purport to be complete and is qualified in its entirety by reference to the Closing Agreements, copies of which are attached to our Current Report on Form 8-K filed on February 29, 2012 as Exhibits 10.2 through 10.4 and incorporated by reference herein.

In connection with the Central Merger, on October 2, 2012, we entered into Additional Closing Agreements (the "Additional Closing Agreements") with the Central stockholders. Pursuant to the terms of the Additional Closing Agreements, the Kohlberg, Lubert-Adler and Versa Entities have each agreed that, until October 2, 2015 and for so long as it owns in the aggregate (together with its affiliates, all other Central stockholders and their respective affiliates and any other persons with which any of the foregoing form a "group") beneficially or of record more than 10% of our issued and outstanding common stock, to cause the shares of our common stock held by them to be counted as

Note N. Management Contracts and Related Arrangements with Affiliates (Continued)

present at any meeting of our stockholders and to vote, in person or by proxy, all of such shares of our common stock as follows:

The Additional Closing Agreements also provide that the Kohlberg, Lubert-Adler and Versa Entities will be subject to a four-year standstill period following the Closing Date, during which time, such Central stockholder will not, among other things, (i) acquire or agree to acquire any additional voting securities of the Company, (ii) seek or propose a merger, acquisition, tender offer or other extraordinary transaction with or involving the Company or any of its subsidiaries or their respective securities or assets, (iii) call a meeting of the stockholders of the Company or initiate a stockholder proposal or (iv) form a "group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) with any person (other than an affiliate of such Central stockholder) with respect to the acquisition or voting of any or our voting securities.

The Additional Closing Agreements impose certain restrictive covenants on the Kohlberg and Versa Entities, including (i) confidentiality obligations with respect to our confidential information and (ii) non-disparagement requirements. The Lubert-Adler Entity is subject to confidentiality obligations with respect to our confidential information pursuant to the terms of its Additional Closing Agreement.

The foregoing description of the Additional Closing Agreements does not purport to be complete and is qualified in its entirety by reference to the Additional Closing Agreements, copies of which are attached as Exhibits 10.2 through 10.8 to the Company's Current Report on Form 8-K filed with the SEC on October 2, 2012.

Myron C. Warshauer, one of our director nominees, was our chief executive officer until October 15, 2001, when his employment period terminated under our employment agreement with him dated as of March 30, 1998. This agreement, which was amended on July 7, 2003 and May 10, 2004, requires us to pay Mr. Warshauer various post-employment benefits. Mr. Warshauer received payments of $498 and other benefits (health and dental insurance, office space and secretarial coverage) valued at $33 in 2012. This agreement also restricts Mr. Warshauer from competing with us.

Note N. Management Contracts and Related Arrangements with Affiliates (Continued)

In addition, we entered into a consulting agreement with Shoreline Enterprises, LLC, which is solely owned by Myron C. Warshauer, dated October 16, 2001, as amended on May 10, 2004. Pursuant to this agreement, Mr. Warshauer provides consulting services under the title of Vice Chairman (Emeritus), which title and role is not that of an officer, director, employee or agent of our company. We paid Shoreline $183 in 2012 under this arrangement.

Both of these agreements terminate on December 5, 2014 and permit Mr. Warshauer to provide us with consulting services to the extent and manner as he determines.

In 2012 we provided property management services for twelve separate retail shopping centers and commercial office buildings in which D&E Parking, Inc. has an ownership interest. Edward Simmons, an executive officer of Standard Parking, has an ownership interest in D&E. In consideration of the property management services we provided for these twelve properties, we recorded net management fees totaling $625 in 2012.

In 2012 our wholly owned subsidiary, SP Plus Security, Inc., formerly known as Preferred Response Security Services, Inc., provided security services for a retail shopping center owned by D&E. We recorded net management fees amounting to $2 for these security services in 2012. In 2012 we provided sweeping and power washing for a retail-shopping facility in which D&E has an ownership interest. For these services we recorded net management fees totaling $2 in 2012.

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, 2012 and 2011.

	Region One		Region Two		Region Three			Region Four		Region Five		Total

Balance as of December 31, 2010	$	65,396	$	3,760	$	37,177		$	22,577	$	3,286	$	132,196
Acquired during the period		73		—		—			—		—		73
Contingent payments related to acquisitions		228		—		34			—		—		262
Foreign currency translation		—		—		(114	)		—		—		(114	)

Balance as of December 31, 2011	$	65,697	$	3,760	$	37,097		$	22,577	$	3,286	$	132,417
Acquired during the period		127,782		28,485		28,893			40,044		81,395		306,599
Contingent payments related to acquisitions		279		—		53			—		—		332
Foreign currency translation		—		—		138			—		—		138

Balance as of December 31, 2012	$	193,758	$	32,245	$	66,181		$	62,621	$	84,681	$	439,486

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 ("Bradley") located in the Hartford, Connecticut metropolitan area. The Company manages the facility for which it is expected to receive a contingent 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 the trustee pays debt service on the special facility revenue bonds outstanding, operating and capital maintenance expense of the surface and garage parking facilities excluding our management fee discussed below, and specific annual guaranteed minimum payments to the state. Principal and interest on the Bradley special facility revenue bonds increase from approximately $3,600 in contract year 2002 to approximately $4,500 in contract year 2025. Annual guaranteed minimum payments to the State increase from approximately $8,300 in contract year 2002 to approximately $13,200 in contract year 2024. The annual minimum guaranteed payment to the State by the trustee for the twelve months ended December 31, 2012 and 2011 was $10,375 and $10,162, respectively.

All of the cash flow from the parking facilities are pledged to the security of the special facility revenue 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.

However, to the extent there is a cash surplus in any month during the term of the Bradley Agreement, 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 and premium income along with deficiency principal repayments as a reduction of cost of parking services in the period the associated deficiency repayment is received from the trustee.

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.

The total deficiency payments we have made, net of reimbursements, as of December 31, 2012 and 2011 are as follows:

In the year ended December 31, 2012, we made deficiency payments (net of repayments received) of $1,191 and received interest of $85. The net of these amounts were recorded as additional cost of parking services. In the year ended December 31, 2011, we made deficiency payments (net of

repayments received) of $1,337. The net of these amounts were recorded as additional cost of parking services, offset in part by $54 for premium and $256 in interest.

We believe these advances to be fully recoverable, as the Construction, Financing and Operating Special Facility Lease Agreement, which governs reimbursement of the Guarantor Payments, places no time restriction on the Company's right to reimbursement. The payment of principal, interest and premium will be recorded when received. The reimbursement will be recognized when realized. We do not directly guarantee the payment of any principal or interest on any debt obligations of the State of Connecticut or the trustee.

In addition to the recovery of certain general and administrative expenses incurred, the Bradley 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. Cumulative management fees of approximately $9,000 have not been recognized as of December 31, 2012 and no management fees were recognized during 2012, 2011 or 2010.

In June 2011, our Board of Directors authorized us to repurchase shares of our common stock, on the open market, up to $20,000 in aggregate and cancelled a prior authorization from 2008.

As of December 31, 2012, $12,467 remained available for stock repurchases under the June 2011 authorization by the Board of Directors.

During the second quarter of 2011, we repurchased 27,803 shares from third party shareholders at an average price of $15.52 per share, including average commissions of $0.03 per share, on the open market. The total value of the second quarter transactions was $431. At June 30, 2011, 27,803 shares were held as treasury stock. In July 2011, we returned the shares to authorized and unissued.

During the third quarter of 2011, we repurchased 286,109 shares from third party shareholders at an average price of $16.08 per share, including average commissions of $0.03 per share, on the open market. The total value of the third quarter transactions was $4,600. At September 30, 2011, 55,370 shares were held as treasury stock. In October 2011, we returned the shares to authorized and unissued.

During the fourth quarter of 2011, we repurchased 147,600 shares from third party shareholders at an average price of $17.02 per share, including average commissions of $0.03 per share, on the open market. The total value of the fourth quarter transactions was $2,512. At December 31, 2011, no shares were held as treasury stock and all repurchased shares were returned to authorized and unissued.

Segment information is presented in accordance with a "management approach," which designates the internal reporting used by the chief operating decision maker for making decisions and assessing performance as the source of the Company's reportable segments. The Company's segments are organized in a manner consistent with which separate financial information is available and evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance.

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. 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 revenue) and gross profit by regions for the years ended December 31, 2012, 2011 and 2010. Information related to prior periods has been recast to conform to the current regional alignment.

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,

	2012			Gross Margin			2011		Gross Margin			2010		Gross Margin
Revenues(a):
Region One
Lease contracts	$	133,559					$	71,896				$	66,786
Management contracts		65,768						50,152					44,455

Total Region One		199,327						122,048					111,241
Region Two
Lease contracts		1,425						—					—
Management contracts		21,604						9,178					14,817

Total Region Two		23,029						9,178					14,817
Region Three
Lease contracts		30,729						20,396					17,558
Management contracts		59,218						53,835					53,214

Total Region Three		89,947						74,231					70,772
Region Four
Lease contracts		42,986						39,522					39,433
Management contracts		61,454						47,490					45,007

Total Region Four		104,440						87,012					84,440
Region Five
Lease contracts		41,749						15,676					14,843
Management contracts		22,261						12,059					12,955

Total Region Five		64,010						27,735					27,798
Other
Lease contracts		(93	)					20					44
Management contracts		196						1,011					883

Total Other		103						1,031					927
Reimbursed management contract revenue		473,082						408,427					411,148

Total revenues	$	953,938					$	729,662				$	721,143

Gross Profit
Region One
Lease contracts	$	7,144			5	%	$	5,318		7	%	$	4,591		7	%
Management contracts		32,256			49	%		27,110		54	%		25,334		57	%

Total Region One		39,400						32,428					29,925
Region Two
Lease contracts		78			5	%		—		0	%		—		0	%
Management contracts		3,775			17	%		1,928		21	%		3,241		22	%

Total Region Two		3,853						1,928					3,241

	Year Ended December 31,

	2012			Gross Margin			2011			Gross Margin			2010			Gross Margin
Region Three
Lease contracts		2,303			7	%		1,916			9	%		1,546			9	%
Management contracts		23,235			39	%		23,210			43	%		24,296			46	%

Total Region Three		25,538						25,126						25,842
Region Four
Lease contracts		1,680			4	%		2,743			7	%		2,961			8	%
Management contracts		16,801			38	%		15,156			32	%		14,448			32	%

Total Region Four		18,481						17,899						17,409
Region Five
Lease contracts		4,885			12	%		948			6	%		677			5	%
Management contracts		8,127			37	%		6,462			54	%		6,065			47	%

Total Region Five		13,012						7,410						6,742
Other
Lease contracts		2,504			(2,692	)%		91			455	%		276			627	%
Management contracts		4,338			2,213	%		2,673			264	%		1,035			117	%

Total Other		6,842						2,764						1,311
Total gross profit		107,126						87,555						84,470
General and administrative expenses		86,540						48,297						47,878
General and administrative expense percentage of gross profit		81	%					55	%					57	%
Depreciation and amortization		13,513						6,618						6,074

Operating income		7,073						32,640						30,518
Other expenses (income):
Interest expense		8,616						4,691						5,335
Interest income		(297	)					(227	)					(218	)

		8,319						4,464						5,117
Income before income taxes		(1,246	)					28,176						25,401
Income tax (benefit) expense		(3,927	)					10,700						9,770

Net income		2,374						17,476						15,631
Less: Net income attributable to noncontrolling interest		1,034						378						268

Net income attributable to Standard Parking Corporation	$	1,340					$	17,098					$	15,363

Region Two encompasses event planning and transportation, and our technology-based parking and traffic management systems.

Region Three encompasses operations in Canada, Arizona, California, Colorado, Hawaii, Nevada, New Mexico, Oregon, Utah, Washington, and Wyoming.

Region Four encompasses all major airport and transportation operations nationwide.

Region Five encompasses Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, Oklahoma, Puerto Rico, Tennessee, and Texas.

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

We measure stock-based compensation expense at the grant date, based on the estimated 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 (the "Plan") that was adopted in conjunction with our initial public offering in 2004. On February 27, 2008, our Board of Directors approved an amendment to our Plan, subject to shareholder approval, that increased the maximum number of shares of common stock available for awards under the 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, 2008, and the Plan now terminates twenty years from the date of such approval, or April 22, 2028. Forfeited and expired options under the Plan become generally available for reissuance. At December 31, 2012, no shares remained available for award under the Plan.

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.

There were no options granted during the years ended December 31, 2012, 2011 and 2010. The Company recognized no stock-based compensation expense related to stock options for the years ended December 31, 2012, 2011 and 2010 as all options previously granted are fully vested. A total of 9,534 options expired in the third quarter of 2010 with a weighted average exercise price of $17.03. The option expirations are due to out-of-the-money options that were not exercised prior to their expiration date. The expired options were returned to the pool of shares generally available for future use under the Long-Term Incentive Plan and subsequently re-issued.

On April 25, 2012, the Company authorized vested stock grants to certain directors totaling 12,995 shares. The total value of the grant, based on the fair value of the stock on the grant date was $245 which was fully expensed at the grant date and is included in general and administrative expenses.

On April 29, 2011, we authorized vested stock grants to certain directors totaling 14,009 shares. The total value of the grant, based on the market value of the underlying common stock at the date of grant was $245, which was fully expensed in the year the award was granted and is included in general and administrative expenses.

On April 28, 2010, we authorized vested stock grants to certain directors totaling 12,892 shares. The total value of the grant was $220 and is included in general and administrative expenses. On September 22, 2010, we authorized vested stock grants to certain directors totaling 1,504 shares. The total value of the grant was $25 and is included in general and administrative expenses.

The Company recognized $245 of stock based compensation expense for each of the years ended December 31, 2012, 2011 and 2010, which is included in general and administrative expense. As of December 31, 2012, there was no unrecognized compensation costs related to unvested options.

The following table summarizes the transactions pursuant to our stock option plans for the last three years ended December 31.

			Weighted Average Exercise Price			Aggregate Intrinsic Value

Outstanding at December 31, 2009	551,007		$	4.50
Granted	—			n/a
Exercised	(385,027	)	$	4.60
Forfeited	(9,534	)	$	17.03

Outstanding at December 31, 2010	156,446		$	5.01
Granted	—			n/a
Exercised	(68,322	)	$	3.17
Expired	—			n/a

Outstanding at December 31, 2011	88,124		$	6.44
Granted	—			n/a
Exercised	(81,023	)	$	6.49
Expired	—			n/a

Outstanding at December 31, 2012	7,101		$	5.75	1.4	$	115

Vested and Exercisable at December 31, 2012	7,101		$	5.75	1.4	$	115

At December 31, 2012, 2011 and 2010, options to purchase 7,101, 88,124 and 156,446 shares of common stock, respectively, were exercisable at weighted average exercise prices of $5.75, $6.44 and $5.01 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2012, 2011, and 2010 was $1,025, $994, and $4,630, respectively.

In March 2008, the Company's 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 are designed to reward performance over a decade or longer.

In October 2012, the Company's Board of Directors authorized a one-time grant of 191,895 restricted stock units that were awarded to our senior management team. The restricted stock units vest in one third installments on each of the first, second and third anniversaries of the Grant Date. The restricted stock unit agreements are designed to reward performance over a three year period. Additionally in October 2012, as part of employment agreements, 30,529 restricted stock units were awarded and shall become vested on the third anniversary of the Grant Date.

The fair value of restricted stock units is determined using the market 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, 2012, and changes during the year ended December 31, 2012 and 2011, is presented below and there was no activity for the years ended December 31, 2010:

The Company recognized $1,858, $2,206 and $2,065 of stock based compensation expense related to the restricted stock units for the year ended December 31, 2012, 2011 and 2010, respectively, which is included in general and administrative expense. As of December 2012, there was $9,065 of unrecognized stock-based compensation costs, net of estimated forfeitures, related to the restricted stock units that are expected to be recognized over a weighted average period of approximately 4.0 years. As of December 31, 2011, there was $6,062 of unrecognized stock-based compensation cost, net of estimated forfeitures, related to the restricted stock units that are expected to be recognized over a weighted average period of approximately 6.7 years. As of December 31, 2010, there was $7,863 of unrecognized stock-based compensation costs, net of estimated forfeitures, related to the restricted stock units that are expected to be recognized over a weighted average period of approximately 6.9 years.

The following table sets forth our unaudited quarterly consolidated statement of income data for the years ended December 31, 2012 and December 31, 2011. 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 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; acquisitions; 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 and timing of general and administrative expenditures. The operating results for any historical quarter are not necessarily indicative of results for any future period.

	2012 Quarters Ended												2011 Quarters Ended

	March 31			June 30			September 30			December 31			March 31			June 30			September 30			December 31
	(Unaudited)												(Unaudited)
Parking services revenue:
Lease contracts	$	37,544		$	42,414		$	42,969		$	127,428		$	35,205		$	37,193		$	37,501		$	37,611
Management contracts		47,964			44,372			49,226			88,939			45,954			42,343			43,259			42,169
Reimbursed management contract revenue		103,937			104,160			100,958			164,027			101,124			100,126			106,365			100,812

Total revenue		189,445			190,946			193,153			380,394			182,283			179,662			187,125			180,592
Cost of parking services:
Lease contracts		35,387			38,000			40,108			118,286			33,499			34,286			34,049			34,660
Management contracts		29,271			24,071			30,713			57,894			28,042			22,781			23,116			23,247
Reimbursed management contract revenue		103,937			104,160			100,958			164,027			101,124			100,126			106,365			100,812

Total cost of parking services		168,595			166,231			171,779			340,207			162,665			157,193			165,530			158,719
Gross profit:
Lease contracts		2,157			4,414			2,861			9,142			1,706			2,907			3,452			2,951
Management contracts		18,693			20,301			18,513			31,045			17,912			19,562			20,143			18,922

Total gross profit		20,850			24,715			21,374			40,187			19,618			22,469			23,595			21,873
General and administrative expenses		15,045			14,868			13,846			42,781	(1)		11,182			11,597			11,814			13,704
Depreciation and amortization		1,728			1,807			1,723			8,255			1,533			1,677			1,683			1,725

Operating income		4,077			8,040			5,805			(10,849	)		6,903			9,195			10,098			6,444
Other expense (income):
Interest expense		1,130			1,132			1,093			5,261			1,169			1,180			1,197			1,145
Interest income		(70	)		(50	)		(61	)		(116	)		(60	)		(59	)		(41	)		(67	)

		1,060			1,082			1,032			5,145			1,109			1,121			1,156			1,078
Income before income taxes		3,017			6,958			4,773			(15,994	)		5,794			8,074			8,942			5,366
Income tax expense (benefit)		1,215			2,801			2,504			(10,140)	(2)		2,272			3,235			3,427			1,766

Net income		1,802			4,157			2,269			(5,854	)		3,522			4,839			5,515			3,600
Less: Net income (loss) attributable to noncontrolling interest		72			85			75			802			86			85			89			118

Net income attributable to Standard Parking Corporation	$	1,730		$	4,072		$	2,194		$	(6,656	)	$	3,436		$	4,754		$	5,426		$	3,482

Common stock data:
Common stock data:
Net income per share:
Basic	$	0.11		$	0.26		$	0.14		$	(0.30)	(2)	$	0.22		$	0.30		$	0.35		$	0.22
Diluted	$	0.11		$	0.26		$	0.14		$	(0.30)	(2)		0.21		$	0.29		$	0.34		$	0.22
Weighted average shares outstanding:
Basic		15,563,914			15,665,263			15,668,129			21,836,583			15,790,875			15,834,622			15,704,837			15,485,793
Diluted		15,820,118			15,900,659			15,928,685			21,836,583			16,146,106			16,164,114			16,034,330			15,845,173

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.

Description	Balance at Beginning of Year		Acquired through Central Merger		Additions Charged to Costs and Expenses		Reductions(1)			Balance at End of Year

	(In thousands)
	(Restated)									(Restated)
Year ended December 31, 2012:
Deducted from asset accounts Allowance for doubtful accounts	$	485	$	—	$	492	$	(884	)	$	93
Year ended December 31, 2011:
Deducted from asset accounts Allowance for doubtful accounts		321		—		441		(277	)		485
Year ended December 31, 2010:
Deducted from asset accounts Allowance for doubtful accounts		518		—		380		(577	)		321
Deducted from asset accounts Deferred tax valuation account
Year ended December 31, 2012		318		24,981		—		—			25,299
Year ended December 31, 2011		318		—		—		—			318
Year ended December 31, 2010		369		—		—		(51	)		318

		Description

3.1		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).

3.1.1		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).

3.1.2		Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company effective as of April 29, 2010 (incorporated by reference to exhibit 3.1.3 of the Company's Quarterly Report on Form 10-Q filed on August 6, 2010).

3.1.3		Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company effective as of May 6, 2010 (incorporated by reference to exhibit 3.1.4 of the Company's Quarterly Report on Form 10-Q filed on August 6, 2010).

3.2		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).

4.1		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).

10.1^		Credit Agreement, dated as of October 2, 2012, by and among the Company, Bank of America, N.A., as administrative agent, Wells Fargo Bank, N.A. and JP Morgan Chase Bank, N.A., as co-syndication agents, U.S. Bank National Association, First Hawaiian Bank and General Electric Capital Corporation, as co-documentation agents, Merrill Lynch, Pierce, Fenner & Smith Inc., Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers, and the lenders party thereto (incorporated by reference to exhibit 10.3 of the Company's Quarterly Report on Form 10-Q filed for September 30, 2012).

10.2		Confirmation of Interest Rate Swap Transaction, dated as of October 25, 2012, between the Company and Bank of America, N.A. (incorporated by reference to exhibit 10.4 of the Company's Quarterly Report on Form 10-Q filed for September 30, 2012).

10.3		Confirmation of Interest Rate Swap Transaction, dated as of October 25, 2012, between the Company and JPMorgan Chase Bank, N.A. (incorporated by reference to exhibit 10.5 of the Company's Quarterly Report on Form 10-Q filed for September 30, 2012).

10.4		Confirmation of Interest Rate Swap Transaction, dated as of October 25, 2012, between the Company and PNC Bank, N.A. (incorporated by reference to exhibit 10.6 of the Company's Quarterly Report on Form 10-Q filed for September 30, 2012).

10.5	+	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).

		Description

10.5.1	+	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).

10.5.2	+	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).

10.6	+	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).

10.6.1	+	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).

10.6.2	+	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).

10.6.3	+	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).

10.6.4	+	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).

10.6.5	+	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).

10.6.6	+	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).

10.6.7	+	Seventh Amendment to Employment Agreement dated as of April 2, 2012 between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.10 to the Company's Quarterly Report on Form 10-Q filed for June 30, 2012).

10.7	+	Amended and Restated Executive Employment Agreement dated as of January 28, 2009 between the 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).

10.7.1	+	First Amendment to Amended and Restated Executive Employment Agreement dated January 25, 2012, between the Company and James A. Wilhelm (incorporated by reference to exhibit 10.6.1 of the Company's Annual Report on Form 10-K filed on March 15, 2012).

10.8	+	Deferred Compensation Agreement dated as of August 1, 1999, between the Company and James A. Wilhelm (incorporated by reference to exhibit 10.7 of the Company's Annual Report on Form 10-K filed on March 15, 2012).

		Description

10.8.1	+	First Amendment to Deferred Compensation Agreement dated January 25, 2012, between the Company and James A. Wilhelm (incorporated by reference to exhibit 10.7.1 of the Company's Annual Report on Form 10-K filed on March 15, 2012).

10.9	+	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).

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).

10.9.2	+	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).

10.9.3	+	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).

10.9.4	+	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).

10.9.5	+	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).

10.10	+	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).

10.10.1	+	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).

10.10.2	+***	Second Amendment to Employment Agreement dated as of December 28, 2008 between the Company and John Ricchiuto.

10.10.3	+	Third Amendment to Employment Agreement dated as of April 2, 2012 between the Company and John Ricchiuto (incorporated by reference to exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed for June 30, 2012).

10.11	+	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).

10.11.1	+***	First Amendment to Employment Agreement dated as of December 29, 2008 between the Company and Steven A. Warshauer

10.11.2	+	Second Amendment to Employment Agreement dated as of April 2, 2012 between the Company and Steven A. Warshauer (incorporated by reference to exhibit 10.9 to the Company's Quarterly Report on Form 10-Q filed for June 30, 2012).

		Description


10.12	+	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).

10.12.1	+***	First Amendment to Employment Agreement dated as of December 29, 2008 between the Company and Edward E. Simmons.

10.12.2	+***	Second Amendment to Employment Agreement dated as of April 21, 2011 between the Company and Edward E. Simmons.

10.12.3	+	Third Amendment to Employment Agreement dated as of April 2, 2012 between the Company and Edward E. Simmons (incorporated by reference to exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed for June 30, 2012).

10.13	+	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).

10.13.1	+	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).

10.13.2	+	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).

10.13.3	+	Third Amended and Restated Employment Agreement between the Company and G. Marc Baumann dated June 10, 2011 (incorporated by reference to exhibit 10.1 of the Company's Current Report of Form 8-K filed on June 13, 2011).

10.14	+	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).

10.14.1	+	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).

10.14.2	+***	Second Amendment to Employment Agreement dated as of December 29, 2008 between the Company and Thomas L. Hagerman.

10.14.3	+	Third Amendment to Employment Agreement dated as of April 2, 2012 between the Company and Thomas L. Hagerman (incorporated by reference to exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed for June 30, 2012).

10.15	+	Executive Employment Agreement dated March 15, 2005 between the Company and Gerard M. Klaisle (incorporated by reference to exhibit 10.14 of the Company's Annual Report on Form 10-K filed on March 12, 2010).

		Description

10.15.1	+	First Amendment to Amended and Restated Executive Employment Agreement dated December 29, 2008 between the Company and Gerard M. Klaisle (incorporated by reference to exhibit 10.14.1 of the Company's Annual Report on Form 10-K filed on March 12, 2010).

10.15.2	+	Second Amendment to Amended and Restated Executive Employment Agreement dated July 28, 2011 between the Company and Gerald M. Klaisle (incorporated by reference to exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2011).

10.16	+	Employment Agreement, dated as of September 10, 2012, between the Company and William Bodenhamer (incorporated by reference to exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed for September 30, 2012).

10.17	+	Employment Agreement, dated as of September 10, 2012, between the Company and Daniel Huberty (incorporated by reference to exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed for September 30, 2012).

10.18	+	Employment Agreement, dated as of September 10, 2012, between the Company and Rob Toy (incorporated by reference to exhibit 10.9 to the Company's Quarterly Report on Form 10-Q filed for September 30, 2012).

10.19	+	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).

10.19.1	+	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).

10.20	+	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).

10.20.1	+	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).

10.21		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).

10.21.1		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).

10.22		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).

Exhibit Number			Description

	10.22.1		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).

	10.22.2		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).

	10.22.3		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).

	10.23		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).

	10.24		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).

	10.24.1		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).

	10.24.2		Second Amendment to Form of Standard Parking Corporation Restricted Stock Unit Agreement dated May 27, 2011 (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on June 2, 2011).

	10.25		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).

	10.26		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).

	10.27		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).

	10.28		Agreement and Plan of Merger, dated February 28, 2012, by and among the Company, Hermitage Merger Sub, Inc., KCPC Holdings, Inc. and Kohlberg CPC Rep., L.L.C. (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on February 29, 2012). The schedules and exhibits to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K but will be provided supplementally to the SEC upon request.

Exhibit Number			Description

	10.29		The Closing Agreements, dated February 28, 2012, between the Company and each of Lubert-Adler Real Estate Fund V, L.P. and Lubert-Adler Real Estate Parallel Fund V, L.P. (incorporated by reference to exhibit 10.2 of the Company's Current Report on Form 8-K filed on February 29, 2012).

	10.30		The Closing Agreements, dated February 28, 2012, between the Company and each of Kohlberg Investors V, L.P., Kohlberg TE Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P. and KOCO Investors V, L.P. (incorporated by reference to exhibit 10.3 of the Company's Current Report on Form 8-K filed on February 29, 2012).

	10.31		The Closing Agreements, dated February 28, 2012, between the Company and each of Versa Capital Fund I, L.P. and Versa Capital Fund I Parallel, L.P. (incorporated by reference to exhibit 10.4 of the Company's Current Report on Form 8-K filed on February 29, 2012).

	10.32		Asset Preservation Stipulation and Order dated September 26, 2012 among the Company, KCPC Holdings, Inc. and Central Parking Corporation and the Antitrust Division of the United States Department of Justice (incorporated by reference to exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed for September 30, 2012).

	10.33		Proposed Final Judgment dated September 26, 2012 among the Company, KCPC Holdings, Inc. and Central Parking Corporation and the Antitrust Division of the United States Department of Justice (incorporated by reference to exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed for September 30, 2012).

	10.34		Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and Kohlberg CPC Rep, LLC (incorporated by reference to exhibit 10.2 of the Company's Current Report on Form 8-K filed on October 2, 2012).

	10.35		Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and 2929 CPC HoldCo, LLC (incorporated by reference to exhibit 10.3 of the Company's Current Report on Form 8-K filed on October 2, 2012).

	10.36		Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and VCM STAN-CPC Holdings, LLC (incorporated by reference to exhibit 10.4 of the Company's Current Report on Form 8-K filed on October 2, 2012).

	10.37		Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and West-FSI, LLC (incorporated by reference to exhibit 10.5 of the Company's Current Report on Form 8-K filed on October 2, 2012).

	10.38		Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and Sailorshell and Co. (incorporated by reference to exhibit 10.6 of the Company's Current Report on Form 8-K filed on October 2, 2012).

	10.39		Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and CP Klaff Equity LLC (incorporated by reference to exhibit 10.7 of the Company's Current Report on Form 8-K filed on October 2, 2012).

	10.40		Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and Jumpstart Development LLC (Worldwide) (incorporated by reference to exhibit 10.8 of the Company's Current Report on Form 8-K filed on October 2, 2012).

		Description


14.1		Code of Ethics (incorporated by reference to exhibit 14.1 of the Company's Annual Report on Form 10-K for December 31, 2002).

21	***	Subsidiaries of the Company.

23	*	Consent of Independent Registered Public Accounting Firm dated as of November 18, 2013.

31.1	*	Section 302 Certification dated March 18, 2013 for James A. Wilhelm, Director, President and Chief Executive Officer (Principal Executive Officer).

31.2	*	Section 302 Certification dated March 18, 2013 for G. Marc Baumann, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer).

31.3	*	Section 302 Certification dated March 18, 2013 for Daniel R. Meyer, Senior Vice President Corporate Controller and Assistant Treasurer (Principal Accounting Officer and Duly Authorized Officer).

32	*	Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 18, 2013.

101.INS	**	XBRL Instance Document.

101.SCH	**	XBRL Taxonomy Extension Schema.

101.CAL	**	XBRL Taxonomy Extension Calculation Linkbase.

101.DEF	**	XBRL Taxonomy Extension Definition Linkbase.

101.LAB	**	XBRL Taxonomy Extension Label Linkbase.

101.PRE	**	XBRL Taxonomy Extension Presentation Linkbase.


ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
Or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to


Large accelerated filer o		Accelerated filer ý		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o


PART I
Item 1.	Business	6
Item 1A.	Risk Factors	22
Item 1B.	Unresolved Staff Comments	30
Item 2.	Properties	31
Item 3.	Legal Proceedings	33
Item 4.	Mine Safety Disclosures	33
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	34
Item 6.	Selected Financial Data	35
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	37
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 8.	Financial Statements and Supplementary Data	60
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	60
Item 9A.	Controls and Procedures	61
Item 9B.	Other Information	63
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	64
Item 11.	Executive Compensation	64
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	64
Item 13.	Certain Relationships and Related Transactions, and Director Independence	64
Item 14.	Principal Accountant Fees and Services	64
PART IV
Item 15.	Exhibits and Financial Statement Schedules	65
Signatures		116
Index to Exhibits		118

	2012				2011

	Sales Price				Sales Price
Quarter Ended	High		Low		High		Low
March 31	$	20.81	$	17.00	$	19.40	$	16.88
June 30	$	21.52	$	18.33	$	17.88	$	14.88
September 30	$	24.31	$	20.87	$	17.07	$	14.87
December 31	$	23.87	$	20.68	$	18.97	$	14.83

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

Equity compensation plans approved by securities holders	730,526	$	0.06	0
Equity compensation plans not approved by securities holders	—		—	—

Total	730,526	$	0.06	0


Delaware (State or Other Jurisdiction of Incorporation or Organization)		16-1171179 (I.R.S. Employer Identification No.)



Managed facilities	3,325	1,953	1,907
Leased facilities	939	201	212

Total facilities	4,264	2,154	2,119

			Payments Due by Period

	Total		Less than 1 Year		1 - 3 Years		4 - 5 Years		After 5 Years
	(In thousands)
Long-term debt(1)	$	310,559	$	21,837	$	83,672	$	203,779	$	1,271
Operating leases(2)		841,980		168,254		331,410		73,005		269,310
Other long-term liabilities(3)		75,306		26,636		35,950		2,854		9,867
Letters of credit(4)		56,006		9,350		—		46,656		—

Total	$	1,283,851	$	225,992	$	451,117	$	326,294	$	280,448


1. Financial Statements
Report of Independent Registered Public Accounting Firm		66
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting		67
Audited Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2012 and 2011		69
For the years ended December 31, 2012, 2011 and 2010:
Consolidated Statements of Income		70
Consolidated Statement of Comprehensive Income		71
Consolidated Statements of Stockholders' Equity		72
Consolidated Statements of Cash Flows		73
Notes to Consolidated Financial Statements		74
2. Financial Statement Schedule
Schedule II—Valuation and Qualifying Accounts		117


		/s/ ERNST & YOUNG LLP
Chicago, Illinois March 18, 2013, except for Note B, as to which the date is November 18, 2013



BALANCE SHEET
As of December 31, 2011
Long term receivables, net	14,177		(14,177	)	—

Total assets	257,073		(14,102	)	242,971

Deferred tax liabilities	12,981		5,626		7,355

Accumulated deficit	(42,632	)	(8,476	)	(51,108	)

Total shareholders' equity of the Company	49,727		(8,476	)	41,251

Total liabilities and stockholder's equity	257,073		(14,102	)	242,971


Central Net Debt Working Capital at September 30, 2012 as defined in the Merger Agreement	$	(300,546	)
Threshold		285,000

Excess over the threshold		(15,546	)
Cash consideration payable in three years		27,000

Settled cash consideration	$	11,454

Present value of cash consideration at the acquisition date	$	8,943


Stock consideration	$	140,726
Present value of cash consideration to be issued		8,943

Total consideration transferred	$	149,669

	Unfavorable lease contract accretion

2013	$	17,467
2014		12,897
2015		11,068
2016		10,312
2017		9,117
2018 and Thereafter		31,364

Total	$	92,225

	2012			2011

Revenue, excluding reimbursed management contract revenue	$	880,062		$	866,513
Net loss from continuing operations attributable to Standard stockholders	$	(26,889	)	$	(7,534	)

Earnings per share from continuing operations attributable to Standard stockholders
Basic	$	(1.23	)		(0.34	)
Diluted	$	(1.23	)	$	(0.34	)

	December 31,

	2012			2011
Cost of contracts	$	26,599		$	24,203
Accumulated amortization		(12,384	)		(9,917	)

Cost of contracts, net	$	14,215		$	14,286

	Cost of Contract

2013	$	2,472
2014		2,623
2015		2,157
2016		1,915
2017		1,774
2018 and Thereafter		3,274

Total	$	14,215

	December 31,

	2012			2011
Covenant not to compete	$	3,533		$	834
Trade names		9,820			720
Proprietary know how		34,650			650
Lease contract rights		80,235			—
Management contract rights		81,000			—
Accumulated amortization		(11,894	)		(846	)

Intangible assets, net	$	197,344		$	1,358

	Intangible asset amortization

2013	$	31,538
2014		27,105
2015		24,828
2016		23,168
2017		13,729
2018 and Thereafter		76,976

Total	$	197,344

	Total Fair Value Measurement at December 31, 2012

Liabilities:
Interest Rate Swaps	$	(794	)	—	(794	)	—
Contingent acquisition consideration	$	(3,324	)	—	—		(3,324	)

	Total Fair Value Measurement at December 31, 2011

Assets:
Interest Rate Swaps	$	8		—	8	—
Liabilities:
Contingent acquisition consideration	$	(6,498	)	—	—	(6,498	)

	2012						2011

	Carrying Amount			Fair Value			Carrying Amount			Fair Value
	(In thousands)
Cash and cash equivalents	$	28,450		$	28,450		$	13,220		$	13,220
Long-term debt—
Senior credit facility		(307,939	)		(307,939	)		(80,000	)		(80,000	)
Obligations on Seller notes and other		(2,620	)		(2,620	)		(2,013	)		(2,013	)

		Amount Outstanding

	Maturity Date	December 31, 2012		December 31, 2011
	(In thousands)
Senior credit facility, net of discount	October 2, 2017	$	307,939	$	80,000
Other obligations	Various		1,725		972
Obligations on Seller notes and other	Various		895		1,041

Total debt			310,559		82,013
Less current portion			21,837		754

Total long-term debt		$	288,722	$	81,259

	2012			2011			2010

Effective Portion of cash flow hedge	$	95		$	93		$	(379	)
Foreign currency translation		(476	)		(411	)		482

Total	$	(381	)	$	(318	)	$	103

	2012			2011		2010

United States	$	(1,468	)	$	27,152	$	23,617
Foreign		222			1,024		1,784

Total	$	(1,246	)	$	28,176	$	25,401

	2012			2011			2010

Current provision:
U.S. federal	$	748		$	6,202		$	5,958
Foreign		233			292			682
State		(11,830	)		1,678			1,238

Total current		(10,849	)		8,172			7,878
Deferred provision:
U.S. federal		6,069			2,547			1,635
Foreign		(11	)		5			(96	)
State		1,171			(24	)		353

Total deferred		7,229			2,528			1,892

Income tax expense	$	(3,620	)	$	10,700		$	9,770

	2012			2011

Deferred tax asset, current	$	15,265		$	2,770
Deferred tax (liability), long term		(19,079	)		(7,355	)

Net deferred tax liability	$	(3,814	)	$	(4,585	)

	2012			2011			2010

Tax at statutory rate	$	(436	)	$	9,861		$	8,889
Permanent differences		4,534			572			464
State taxes, net of federal benefit		1,086			1,067			1,191
Effect of foreign tax rates		8			(71	)		(24	)
Uncertain tax positions		(8,104	)		—			—
Recognition of tax credits		(432	)		(903	)		(526	)
Other		(276	)		174			(173	)

		(3,620	)		10,700			9,821
Change in valuation allowance		—			—			(51	)

Income tax (benefit) expense	$	(3,620	)	$	10,700		$	9,770



Unrecognized tax benefits—January 1^st	—		—	—
Gross adjustments—Central Merger	6,780		—	—
Gross increases—tax positions in prior period	—		—	—
Gross decreases—tax positions in prior period	—		—	—
Gross increases—tax positions in current period	—		—	—
Settlement	—		—	—
Lapse of statute of limitations	(6,780	)	—	—

Unrecognized tax benefits—December 31^st	—		—	—


2007 - 2012		United States—federal income tax
2007 - 2012		United States—state and local income tax
2009 - 2012		Canada

		Pension Protection Zone Status

	EIN/ Pension Plan Number					Contributions								Expiration Date of Collective Bargaining Agreement
					FIP/FR Pending Implementation	Contributions						Surcharge Imposed	Zone Status as of the Most Recent Annual Report
Pension		2012	2011	2010	FIP/FR Pending Implementation	2012		2011		2010		Surcharge Imposed	Zone Status as of the Most Recent Annual Report
Teamsters Local Union 727	36-61023973	Green	Green	Green	N/A		3,848		3,617		2,500	No	2012	03/05/2014
Local 917 Pension Fund(1)	13-6086164	Red	Red	Orange	3/21/12		97		—		—	Yes	2010	06/30/2013


2013(1)	$	168,254
2014		131,077
2015		109,342
2016		90,991
2017		73,005
2018 and thereafter,		269,311

	$	841,980

	December 31,

	2012			2011
Balance at beginning of year	$	13,407		$	12,070
Deficiency payments made		1,658			1,716
Deficiency repayment received		(467	)		(379	)

Balance at end of year	$	14,598		$	13,407

Nonvested Shares			Weighted Average Grant-Date Fair Value

Nonvested at January 1, 2011	755,000		$	18.26
Vested	(68,400	)
Forfeited	(17,600	)

Nonvested at December 31, 2011	669,000			18.27
Issued	222,425
Vested	(154,800	)
Forfeited	(13,200	)

Nonvested at December 31, 2012	723,425		$	19.78


		STANDARD PARKING CORPORATION
		By:		/s/ JAMES A. WILHELM James A. Wilhelm Director, President and Chief Executive Officer (Principal Executive Officer)