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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

Commission file number: 000-50796

https://cdn.kscope.io/f00ea19e2d85bd969103dadf0f7bf640-splogoa04.jpg

SP Plus Corporation

(Exact Name of Registrant as Specified in Its Charter)



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

200 E. Randolph Street, Suite 7700

Chicago, Illinois 60601-7702

(Address of Principal Executive Offices, Including Zip Code)

(312) 274-2000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES 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 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer o		Accelerated filer x

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

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

As of November 2, 2016, there were 22,356,586 shares of common stock of the registrant outstanding.

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SP PLUS CORPORATION

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PART I. FINANCIAL INFORMATION	2
Item 1. Financial Statements	2
Condensed Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015	2
Condensed Consolidated Statements of Income (unaudited) for the three and nine months ended September 30, 2016 and 2015	3
Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2016 and 2015	4
Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2016 and 2015	5
Notes to Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures about Market Risk	40
Item 4. Controls and Procedures	40

PART II. OTHER INFORMATION	41
Item 1. Legal Proceedings	41
Item 1A. Risk Factors	41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3. Defaults Upon Senior Securities	41
Item 4. Mine Safety Disclosures	41
Item 5. Other Information	41
Item 6. Exhibits	42

Signatures	43

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

SP Plus Corporation

Condensed Consolidated Balance Sheets



(millions, except for share and per share data)	September 30, 2016			December 31, 2015
	(unaudited)
Assets
Cash and cash equivalents	$	19.3		$	18.7
Notes and accounts receivable, net	120.7			105.1
Prepaid expenses and other	11.2			13.9
Deferred taxes	12.3			12.3
Total current assets	163.5			150.0
Leasehold improvements, equipment, land and construction in progress, net	31.8			34.6
Other assets
Advances and deposits	4.6			5.0
Other intangible assets, net	64.5			75.9
Favorable acquired lease contracts, net	31.8			38.1
Equity investments in unconsolidated entities	18.5			19.0
Other assets, net	21.5			18.3
Cost of contracts, net	11.2			11.9
Goodwill	431.5			431.3
Total other assets	583.6			599.5
Total assets	$	778.9		$	784.1
Liabilities and stockholders’ equity
Accounts payable	$	97.0		$	95.1
Accrued rent	22.7			22.9
Compensation and payroll withholdings	21.1			21.0
Property, payroll and other taxes	9.2			8.6
Accrued insurance	18.1			19.4
Accrued expenses	25.1			25.4
Current portion of obligations under Restated Credit Facility and other long-term borrowings	19.1			15.2
Total current liabilities	212.3			207.6
Long-term borrowings, excluding current portion
Obligations under Restated Credit Facility	194.8			209.4
Other long-term borrowings	0.2			0.5
	195.0			209.9
Unfavorable acquired lease contracts, net	42.6			50.3
Other long-term liabilities	68.7			66.2
Total noncurrent liabilities	306.3			326.4
Stockholders’ equity
Preferred Stock, par value $0.01 per share; 5,000,000 shares authorized as of September 30, 2016 and December 31, 2015; no shares issued	—			—
Common stock, par value $0.001 per share; 50,000,000 shares authorized as of September 30, 2016 and December 31, 2015; 22,356,586 and 22,328,578 shares issued as of September 30, 2016 and December 31, 2015	—			—
Treasury stock, at cost; 219,519 shares at September 30, 2016 and nil shares at December 31, 2015	(5.4		)	—
Additional paid-in capital	250.5			247.9
Accumulated other comprehensive loss	(1.3		)	(1.1		)
Retained earnings	16.3			2.8
Total SP Plus Corporation stockholders’ equity	260.1			249.6
Noncontrolling interest	0.2			0.5
Total stockholders’ equity	260.3			250.1
Total liabilities and stockholders’ equity	$	778.9		$	784.1

See Notes to Condensed Consolidated Financial Statements.

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SP Plus Corporation

Condensed Consolidated Statements of Income



	Three Months Ended						Nine Months Ended
(millions, except for share and per share data) (unaudited)	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Parking services revenue
Lease contracts	$	136.1		$	146.6		$	410.3		$	428.9
Management contracts	84.1			85.8			262.0			268.2
	220.2			232.4			672.3			697.1
Reimbursed management contract revenue	188.9			168.3			537.0			513.4
Total revenue	409.1			400.7			1,209.3			1,210.5
Cost of parking services
Lease contracts	125.8			136.0			380.4			399.1
Management contracts	50.5			53.6			162.6			167.5
	176.3			189.6			543.0			566.6
Reimbursed management contract expense	188.9			168.3			537.0			513.4
Total cost of parking services	365.2			357.9			1,080.0			1,080.0
Gross profit
Lease contracts	10.3			10.6			29.9			29.8
Management contracts	33.6			32.2			99.4			100.7
Total gross profit	43.9			42.8			129.3			130.5
General and administrative expenses	20.3			23.7			67.0			74.2
Depreciation and amortization	7.8			8.3			26.8			24.4
Operating income	15.8			10.8			35.5			31.9
Other expenses (income)
Interest expense	2.7			2.9			8.1			10.0
Interest income	(0.1		)	—			(0.4		)	(0.1		)
Gain on sale of a business	—			(0.5		)	—			(0.5		)
Equity in losses from investment in unconsolidated entity	0.4			0.4			1.2			1.2
Total other expenses	3.0			2.8			8.9			10.6
Earnings before income taxes	12.8			8.0			26.6			21.3
Income tax expense	5.1			3.5			10.9			4.5
Net income	7.7			4.5			15.7			16.8
Less: Net income attributable to noncontrolling interest	0.7			0.8			2.2			2.0
Net income attributable to SP Plus Corporation	$	7.0		$	3.7		$	13.5		$	14.8
Common stock data
Net income per share
Basic	$	0.31		$	0.17		$	0.60		$	0.67
Diluted	$	0.31		$	0.16		$	0.60		$	0.66
Weighted average shares outstanding
Basic	22,208,139			22,205,707			22,293,776			22,159,701
Diluted	22,497,111			22,548,166			22,571,933			22,519,818

See Notes to Condensed Consolidated Financial Statements.

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SP Plus Corporation

Condensed Consolidated Statements of Comprehensive Income



	Three Months Ended					Nine Months Ended
(millions) (unaudited)	September 30, 2016		September 30, 2015			September 30, 2016			September 30, 2015
Net income	$	7.7	$	4.5		$	15.7		$	16.8
Other comprehensive expense (income)	0.1		(0.5		)	(0.2		)	(1.1		)
Comprehensive income	7.8		4.0			15.5			15.7
Less: Comprehensive income attributable to noncontrolling interest	0.7		0.8			2.2			2.0
Comprehensive income attributable to SP Plus Corporation	$	7.1	$	3.2		$	13.3		$	13.7

See Notes to Condensed Consolidated Financial Statements.

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SP Plus Corporation

Condensed Consolidated Statements of Cash Flows



	Nine Months Ended
(millions) (unaudited)	September 30, 2016			September 30, 2015
Operating activities
Net income	$	15.7		$	16.8
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization	27.0			24.8
Net accretion of acquired lease contracts	(1.4		)	(1.1		)
(Gain) loss on sale of equipment	(0.2		)	0.1
Net gain on sale of business	—			(0.5		)
Amortization of debt issuance costs	0.6			0.9
Amortization of original discount on borrowings	0.4			0.9
Non-cash stock-based compensation	2.8			3.1
Provisions for losses on accounts receivable	0.1			0.4
Excess tax benefit related to vesting on restricted stock units	—			(0.2		)
Deferred income taxes	2.3			(7.7		)
Changes in operating assets and liabilities
Notes and accounts receivable	(15.6		)	1.9
Prepaid assets	1.5			0.7
Other assets	(5.0		)	1.9
Accounts payable	2.0			(15.4		)
Accrued liabilities	0.4			(7.5		)
Net cash provided by operating activities	30.6			19.1
Investing activities
Purchase of leasehold improvements and equipment	(10.8		)	(6.6		)
Proceeds from sale of equipment and contract terminations	2.9			0.4
Proceeds from sale of business, net	—			1.0
Cost of contracts purchased	(2.0		)	(2.7		)
Net cash used in investing activities	(9.9		)	(7.9		)
Financing activities
Tax benefit from vesting of restricted stock units	—			0.2
Contingent payments for businesses acquired	—			(0.1		)
Payments on senior credit facility revolver (Senior Credit Facility and Restated Credit Facility)	(302.2		)	(353.3		)
Proceeds from senior credit facility revolver (Senior Credit Facility and Restated Credit Facility)	301.7			347.6
Proceeds from term loan (Restated Credit Facility)	—			10.4
Payments on term loan (Senior Credit Facility and Restated Credit Facility)	(11.2		)	(11.2		)
Payments on other long-term borrowings	(0.2		)	(0.3		)
Distribution to noncontrolling interest	(2.6		)	(1.7		)
Payments of debt issuance costs and original discount on borrowings	(0.1		)	(1.4		)
Repurchase of common stock	(5.4		)	—
Net cash used in financing activities	(20.0		)	(9.8		)
Effect of exchange rate changes on cash and cash equivalents	(0.1		)	(0.6		)
Increase in cash and cash equivalents	0.6			0.8
Cash and cash equivalents at beginning of year	18.7			18.2
Cash and cash equivalents at end of period	$	19.3		$	19.0
Supplemental disclosures
Cash paid during the period for
Interest	$	6.9		$	8.4
Income taxes, net	$	11.8		$	14.3

See Notes to Condensed Consolidated Financial Statements.

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SP Plus Corporation

Notes to Condensed Consolidated Financial Statements

(millions, except for share and per share data) (unaudited)

1. Significant Accounting Policies and Practices

The Company

SP Plus Corporation (the “Company”) provides parking management, ground transportation and other ancillary services to commercial, institutional and municipal clients in urban markets and airports across the United States, Puerto Rico and Canada. These services include a comprehensive set of on-site parking management and ground transportation services, which include facility maintenance, training, scheduling and supervising all service personnel as well as providing customer service, marketing, and accounting and revenue control functions necessary to facilitate the operation of clients’ facilities. The Company also provides 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.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in the Condensed Consolidated Balance Sheets, Statements of Income, Comprehensive Income and Cash Flows prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations.

In the opinion of management, all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation have been included. Operating results for the three and nine periods ended September 30, 2016 are not necessarily indicative of the results that might be expected for any other interim period or the fiscal year ended December 31, 2016. The financial statements presented in this report should be read in conjunction with the Company’s annual consolidated financial statements and notes thereto included in the Annual Report on Form 10-K filed on March 1, 2016.

Cash and cash equivalents

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. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements was $0.5 million and $0.9 million as of September 30, 2016 and December 31, 2015, respectively, and are included within Cash and cash equivalents within the Condensed Consolidated Balance Sheets.

Financial Instruments

The carrying values of cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Book overdrafts of $28.5 million and $25.8 million are included within Accounts payable within the Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015, respectively. Long-term debt has a carrying value that approximates fair value because these instruments bear interest at variable market rates.

Equity Investments in Unconsolidated Entities

The Company has ownership interests in 29 active partnerships, joint ventures or similar arrangements that operate parking facilities, of which 21 are consolidated under the VIE or voting interest models and 8 are unconsolidated where the Company’s ownership interests range from 30-50 percent and for which there are no indicators of control. The Company accounts for such investments under the equity method of accounting, and its underlying share of each investee’s equity is included in Equity investments in unconsolidated entities within the Condensed Consolidated Balance Sheets. As the operations of these entities are consistent with the Company’s underlying core business operations, the equity in earnings of these investments are included in Parking services revenue—Lease contracts within the Condensed Consolidated Statements of Income. The equity earnings in these related investments was $0.7 million and $1.8 million for the three and nine months ended September 30, 2016, respectively. The equity earnings in these related investments was $0.6 million and $1.5 million for the three and nine months ended September 30, 2015, respectively.

In October 2014, the Company entered into an agreement to establish a joint venture with Parkmobile USA, Inc. (“Parkmobile USA”) and contributed all of the assets and liabilities of its proprietary Click and Park parking prepayment business in exchange for a 30 percent interest in the newly formed legal entity called Parkmobile, LLC (“Parkmobile”). The joint venture of Parkmobile provides on-demand and prepaid transaction processing for on- and off-street parking and transportation services. The contribution of the Click and Park business in the joint venture resulted in a loss of control of the business, and therefore it was deconsolidated from the Company’s financial statements. The Company accounts for its investment in the joint venture with Parkmobile using the equity method of accounting, and its underlying share of equity in Parkmobile is included in Equity investments in unconsolidated entities

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within the Condensed Consolidated Balance Sheets. The equity earnings in the Parkmobile joint venture is included in Equity in losses from investment in unconsolidated entity within the Condensed Consolidated Statements of Income.

Non-Controlling Interests

Noncontrolling interests represent the noncontrolling holders’ percentage share of income or losses from the subsidiaries in which the Company holds a majority, but less than 100 percent, ownership interest and the results of which are consolidated and included within the Condensed Consolidated Financial Statements.

Sale of Business

During the third quarter 2015, the Company signed an agreement to sell and subsequently sold portions of the Company’s security business primarily operating in the Southern California market to a third-party for a gross sales price of $1.8 million which resulted in a gain on sale of business of $0.5 million, net of legal and other expenses. The assets under the sale agreement met the definition of a business as defined by ASU 805-10-55-4. Cash consideration received during the third quarter 2015, net of legal and other expenses, was $1.0 million with the remaining consideration for the sale of the business being classified as contingent consideration, which per the sale agreement is based on the performance of the business and retention of current customers over an eighteen-month period, and due from the buyer in February 2017. The contingent consideration was valued at fair value as of the date of sale of the business and resulted in the Company recognizing a contingent consideration receivable from the buyer in the amount of $0.5 million. The pre-tax profit for the operations of the sold business was not significant to prior periods presented. See Note 6. Fair Value Measurement for the fair value of the contingent consideration receivable as of September 30, 2016 and December 31, 2015.

Interest Rate Swap Transactions

In October 2012, the Company entered into Interest Rate Swap transactions (collectively, the “Interest Rate Swaps”) with each of JPMorgan Chase Bank, N.A., Bank of America, N.A. and PNC Bank, N.A. in an initial aggregate Notional Amount of $150.0 million (the “Notional Amount”). The Interest Rate Swaps have 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 Company's credit agreements, originally equal to the Notional Amount at 0.7525% per annum plus the applicable margin rate for LIBOR loans under the Company's credit agreements, determined based upon the Company’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 Company's credit agreements. These Interest Rate Swaps are classified as cash flow hedges, and the Company assesses 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 September 30, 2016, no ineffectiveness of the hedge has been recognized in interest expense. See Note 6. Fair Value Measurement for the fair value of the interest rate swap as of September 30, 2016 and December 31, 2015.

The Company does not enter into derivative instruments for any purpose other than for cash flow hedging purposes.

Recently Issued Accounting Pronouncements

Adopted Accounting Pronouncements

In September 2015, the Financial Accounting Standards Board ("the FASB") issued Accounting Standards Update ("ASU") No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 requires that an acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendment requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The ASU also requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU No. 2015-16 is effective for interim and annual reporting periods beginning after December 15, 2015. The Company adopted the standard as of March 2016 on a prospective basis, as required. The adoption of this standard did not have a material impact on the Company's financial position, results of operations, cash flows, and financial statement disclosures.

In February 2015, the FASB issued ASU No. 2015-2, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-2 amends certain aspects of the consolidation guidance under U.S. GAAP. It modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities and also eliminates the presumption that a general partner should consolidate a limited partnership. The guidance also affects the consolidation analysis as it relates to interests in VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015 and retrospective adoption is required either through a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the year of adoption or retrospectively for all comparative periods. The Company adopted the standard as of March 2016. The Company evaluated the latest consolidation analysis under ASU 2015-02, which was performed as of December 2015. The Company also

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evaluated updates to entity arrangements after December 2015. The adoption of this standard did not have an impact on the Company's financial position, results of operations, cash flows, and financial statement disclosures.

In January 2015, the FASB issued ASU No. 2015-1, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-1 eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted the standard as of March 2016. The adoption of this standard did not have an impact on the Company's financial position, results of operations, cash flows, and financial statement disclosures.

In June 2014, the FASB issued ASU No. 2014-12 Compensation - Stock Compensation (Topic 718): Accounting for Share Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation—Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. The Company adopted the standard as of March 2016. The Company reviewed current stock compensation award programs and noted the adoption of ASU 2014-12 did not have an impact on the Company's financial position, results of operations, cash flows, and financial statement disclosures.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. ASU 2015-03 requires retrospective application and represents a change in accounting principle. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015 with early adoption being permitted for financial statements that have not been previously issued. The Company adopted ASU 2015-03 as of December 2015 on a retrospective basis and reclassified debt issuance costs from Other assets to a direct reduction from the carrying amount of the (i) Current portion of obligations under the Restated Senior Credit Facility borrowings and (ii) Long-term obligations under the Restated Credit Facility borrowings within the Condensed Consolidated Balance Sheets. See Note 11. Borrowing Arrangements for further detail on the Company's debt instruments.

Accounting Pronouncements to be Adopted

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments (Topic 230). ASU 2016-15 amends the guidance in ASC 230 related to the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The amendment adds or clarifies several statement of cash flow classification issues including: (i) debt prepayment or debt extinguishment costs, (ii) settlement of certain zero-coupon debt instruments, (iii) contingent consideration payments, (iv) proceeds from the settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, (vi) distributions received from equity method investments, (vii) beneficial interest in securitization transactions, and (viii) separately identifiable cash flows and application of the predominance principle. The standard is effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (Topic 326). The standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The standard will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2019. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting for share-based payment award transactions and their presentation in the financial statements. The new guidance will require all income tax effects of awards to be recognized in the income statement when the awards vest or are settled, eliminating APIC pools. The guidance will also require companies to elect whether to account for forfeitures of share-based payments by (1) recognizing forfeitures of awards as they occur (e.g., when an award does not vest because the employee leaves the company) or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. These and other requirements of ASU No. 2016-09 are effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted in any annual or interim period for which financial statements haven't been issued or made for issuance. However, all aspects of the guidance must be adopted in the same period. If an entity early adopts the guidance in an interim period, any

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adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to Equity Method of Accounting, which eliminates the requirements to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. Under ASU 2016-08, the equity method of accounting should be applied prospectively from the date significant influence is obtained. The new standard also provides specific guidance for available-for-sale securities that become eligible for the equity method of accounting. In those cases, any unrealized gain or loss recorded within accumulated other comprehensive income should be recognized in earnings at the date the investment initially qualifies for the use of the equity method. The new standard is effective for interim and annual periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently assessing the impact of adopting the standard on the Company's financial reporting for impacted entities, cash flows and financial statement disclosures.

In March 2016, the FASB issued ASU No. 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships. The new guidance clarifies that a change in the counterparty to a derivative contract, in and of itself, does not require the dedesignation of a hedging relationship. An entity will, however, still need to evaluate whether it is probable that the counterparty will perform under contract as part of its ongoing effectiveness assessment for hedge accounting. Therefore, a novation of a derivative to a counterparty with a sufficiently high credit risk could still result in the dedesignation of the hedging relationship. ASU 2016-05 is effective in fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted and entities have the option to adopt the new ASU on a prospective basis to new derivative contract novations or on a modified retrospective basis. The Company is currently assessing the impact of adopting the standard on the Company's financial reporting for impacted entities, cash flows and financial statement disclosures.

In February 2016, the FASB issued ASU No. 2016-2, Leases (Topic 842). ASU 2016-2 requires lessees to move most leases to the balance sheet and recognize expense, similar to current accounting guidance, on the income statement. Additionally, the classification criteria and the accounting for sales-type and direct financing leases is modified for lessors. Under ASU 2016-2, all entities will classify leases to determine: (i) lease-related revenue and expense and (ii) for lessors, amount recorded on the balance sheet. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, with full retrospective application being prohibited. ASU 2016-2 is effective for interim and annual reporting periods beginning after December 15, 2018. These and other changes to accounting for leases under ASU 2016-2 are currently being evaluated by the Company for impacts to the Company's financial position, results of operations, cash flows and financial statement disclosures.

In January 2016, the FASB issued ASU No. 2016-1, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-1 amends various areas of the accounting for financial instruments. Key provisions of the amendment currently being evaluated by the Company requires (i) equity investments to be measured at fair value (except those accounted for under the equity method), (ii) the simplification of equity investment impairment determination, (iii) certain changes to the fair value measurement of financial instruments measured at amortized cost, (iv) the separate presentation, in other comprehensive income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (given certain conditions), and (v) the evaluation for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the Company's other deferred tax assets. ASU 2016-1 is effective for interim and annual reporting periods beginning after December 15, 2017. These provisions and others of ASU 2016-1 are currently being assessed by the Company for impacts on the Company's financial position, results of operations, cash flows and financial statement disclosures.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires entities to present deferred tax assets and liabilities as noncurrent on the balance sheet. This ASU simplifies current guidance which requires entities to separately classify deferred tax assets and liabilities as current or noncurrent on the balance sheet. The new guidance will be effective for public business entities in fiscal years beginning after December 15, 2016, including interim periods within those years. The guidance may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively (i.e., by reclassifying the comparative balance sheet). If applied prospectively, entities are required to include a statement that prior periods were not retrospectively adjusted. If applied retrospectively, entities are also required to include quantitative information about the effects of the change on prior periods. ASU 2015-17 is currently being assessed by the Company for impacts on the Company's financial position, results of operations, cash flows and financial statement disclosures.

Accounting Pronouncements to be Adopted Related to Topic 606: Revenue from Contracts with Customers

In May 2014, the FASB issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606). Since the release of ASU No. 2014-9, the FASB has issued several additional ASUs updating the topic. Below are the ASUs the Company is currently assessing the impact of adopting on the Company's financial position, results of operations, cash flows and financial statement disclosures relating to Topic 606. The effective date of each of these ASUs are the same as those of ASC 606 (i.e., fiscal years and interim periods within those fiscal years beginning on or after December 15, 2017).

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In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The FASB amended guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. The amendments clarify that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. The FASB also added a practical expedient to ease transition for contracts that were modified prior to adoption of the revenue standard under both the full and modified retrospective transition approaches. The amendments clarify how an entity should evaluate the collectability threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria. They also clarify that the fair value of noncash consideration should be measured at contract inception when determining the transaction price. The amendments also allow an entity to make an accounting policy election to exclude from the transaction price certain types of taxes collected from a customer if it discloses that policy. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The FASB amended guidance on identifying performance obligations to allow entities to disregard items that are immaterial in the context of the contract, clarify when a promised good or service is separately identifiable (i.e., distinct

within the context of the contract) and allow an entity to elect to account for the cost of shipping and handling performed after control of a good has been transferred to the customer as a fulfillment cost (i.e., an expense). The ASU also clarifies how an entity should evaluate the nature of its promise in granting a license of intellectual property (IP) and requires entities to classify IP in one of two categories: functional IP or symbolic IP, which will determine whether it recognizes revenue over time or at a point in time. The amendments also address how entities should consider license renewals and restrictions and apply the exception for sales- and usage-based royalties received in exchange for licenses of IP. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The ASU clarifies that the analysis must focus on whether a company has control of the goods or services before they are transferred to the customer. Specifically under the ASU, an entity determines the nature of the goods or services provided to the customer and whether it controls each specified good or service before it is transferred to the customer. An entity can be a principal for some goods or services and an agent for others within the same contract. In general, a company is a principal if it controls the goods or services before transferring them to the customer. If it is not certain the company has control, it would evaluate three indicators that control has been obtained before the entity transfers the goods or services to a customer: (1) the entity is primarily responsible for fulfillment, (2) the entity has inventory risk before or after the good or service is transferred to the customer, and (3) the entity has discretion to establish pricing. Credit risk does not indicate that an entity has obtained control. Companies will need to re-evaluate their principal-agent conclusions using the new guidance as they prepare to adopt the new revenue standard. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of ASU No. 2014-09, Revenue from Contracts with Customers. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

In May 2014, the FASB issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606). The amendments in ASU No. 2014-9 create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry specific revenue recognition guidance. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contract, and create a new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The amendments are effective for fiscal years and interim periods within those fiscal years beginning on or after December 15, 2017. Early adoption is not permitted. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

2. Commitments and Contingencies

The Company is subject to claims and litigation in the normal course of its business. The Company applies the provisions as defined in the guidance related to accounting for contingencies in determining the recognition and measurement of potential liabilities associated with legal claims against the Company. Management obtains input 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.

Contracts Acquired in the Central Merger

Certain lease contracts acquired in the Central Merger include provisions allocating to the Company responsibility for the cost of certain structural and other repairs required to be made to the leased property, including improvement and repair costs arising as a result of ordinary wear and tear. The Company recorded $0.1 million and $2.1 million during the three months ended September 30, 2016 and 2015, respectively, and $0.4 million and $4.2 million during the nine months ended September 30, 2016 and 2015, respectively, of costs in Cost of parking services—Lease contracts within the Condensed Consolidated Statements of Income for structural and other repair costs related to certain lease contracts acquired in the Central Merger, whereby the Company has

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expensed repair costs for certain leases and engaged third-party general contractors to complete certain structural and other repair projects, and other indemnity related costs. The Company expects to incur additional costs for certain structural and other repair costs pursuant to the contractual requirements of certain lease contracts acquired in the Central Merger (“Structural and Repair Costs”). Based on information available at this time, the Company currently expects to incur additional Structural and Repair Costs of $0.1 million. While the Company is unable to estimate with certainty when such remaining costs will be incurred, it is expected that a substantial majority of these costs will be incurred by December 2016. See Note 3. Acquisition for Structural Repair Costs incurred and related to certain lease contracts acquired in the Central Merger and the Company's settlement on certain costs incurred under the applicable indemnity that were previously determined to be recoverable.

Holten Settlement

In March 2010, John V. Holten, a former indirect controlling shareholder of the Company, filed a lawsuit against the Company in the United States District Court, District of Connecticut. Mr. Holten was terminated as the Company's chairman in October 2009. The lawsuit alleged breach of his employment agreement and claimed that the agreement entitled Mr. Holten to payments worth more than $3.8 million. The Company filed an answer and counterclaim to Mr. Holten's lawsuit in 2010.

In March 2016, the Company and Mr. Holten settled all claims in connection with the original lawsuits ("Holten Settlement"). Per the settlement, the Company will pay Mr. Holten $3.4 million of which $1.9 million will be recovered by the Company through the Company's directors and officers liability insurance policies. The Company recognized an expense, net of insurance recoveries, related to the Holten Settlement of $1.5 million for the nine months ended September 30, 2016. This expense is included in General and administrative expense within the Condensed Consolidated Statement of Income.

3. Acquisition

On October 2, 2012 ("Closing Date"), the Company completed the acquisition (the "Central Merger" or "Merger") of 100% of the outstanding common shares of KCPC Holdings, Inc., which was the ultimate parent of Central Parking Corporation (collectively, "Central"), for 6,161,332 shares of Company common stock and the assumption of approximately $217.7 million of Central's debt, net of cash acquired. Additionally, the Agreement and Plan of Merger dated February 28, 2012 with respect to the Central Merger ("Merger Agreement") provides that Central's former stockholders are entitled to receive cash consideration (the "Cash Consideration") in the amount equal to $27.0 million plus, if and to the extent the Net Debt Working Capital (as defined below) was less than $275.0 million (the "Lower Threshold") as of September 30, 2012, the amount by which the Net Debt Working Capital was below such amount (such sum, the "Cash Consideration Amount") to be paid three years after closing, to the extent the $27.0 million is not used to satisfy indemnity obligations pursuant to the Merger Agreement.

Pursuant to the Merger Agreement, the Company is entitled to indemnification from Central's former stockholders (i) 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 $285.0 million (the "Upper Threshold") as of September 30, 2012 and (ii) for certain defined adverse consequences as set forth in the Merger Agreement (including with respect to Structural and Repair Costs). Pursuant to the Merger Agreement, Central's former stockholders are required to satisfy certain indemnity obligations, which are capped at the Cash Consideration Amount (the "Capped Items") only through a reduction of the Cash Consideration. For certain other indemnity obligations set forth in the Merger Agreement, which are not capped at the Cash Consideration Amount (the "Uncapped Items"), including the Net Debt Working Capital indemnity obligations described above, Central's former stockholders may satisfy any amount payable pursuant to such indemnity obligations as follows (provided that the Company reserves the right to reject the cash and stock alternatives available to the Company and choose to reduce the Cash Consideration):


•	Central's former stockholders can elect to pay such amount with cash;


•	Central's former stockholders can elect to pay such amount with the Company's common stock (valued at $23.64 per share, the market value as of the closing date of the Merger Agreement); or


•	Central's former stockholders can elect to reduce the $27.0 million cash consideration by such amount, subject to the condition that the cash consideration remains at least $17.0 million to cover Capped Items.

Under the Merger Agreement, all post-closing claims and disputes, including as to indemnification matters, are ultimately subject to resolution through binding arbitration or, in the case of a dispute as to the calculation of Net Debt Working Capital, resolution by an independent public accounting firm.

Since the Closing Date, the Company periodically provided Central’s former stockholders notice regarding indemnification matters, including with respect to the calculation of Net Debt Working Capital, and made adjustments for known matters as they arose. During such time, Central’s former stockholders continually requested additional documentation supporting the Company’s indemnification claims, including with respect to the Company’s calculation of Net Debt Working Capital. Furthermore, following the Company's notices of indemnification matters, the representative of Central's former stockholders indicated that they may make additional inquiries and raise issues with respect to the Company's indemnification claims (including, specifically, as to Structural and Repair Costs) and that they may assert various claims of their own relating to the Merger Agreement.

The Company previously determined and submitted notification to Central’s former stockholders, that (i) the Net Debt Working Capital was $296.3 million as of September 30, 2012 and that, accordingly, the Net Debt Working Capital exceeded the Upper

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Threshold by $11.3 million; and (ii) the Company had indemnity claims of $23.4 million for certain defined adverse consequences (including indemnity claims with respect to Structural and Repair Costs incurred through December 31, 2015) and as set forth in an October 1, 2015 notification letter to Central's former stockholders' that certain indemnification claims for Structural and Repair Costs yet to be incurred met the requirements of the indemnification provisions established in the Merger Agreement.

In early 2015, the Company and Central’s former stockholders engaged an independent public accounting firm for ultimate resolution, through binding arbitration, regarding its dispute as to the Company’s calculation of Net Debt Working Capital. On April 30, 2015, with respect to the Company's Net Debt Working Capital calculation, the representative of Central's former stockholders submitted specific objections to the Company's calculation, asserting that the Net Debt Working Capital as of September 30, 2012 was $270.8 million ($4.2 million below the Lower Threshold) and on September 21, 2015 submitted a revised calculation, asserting that the Net Debt Working Capital as of September 30, 2012 was $278.0 million ($3.0 million above the Lower Threshold) and therefore no amounts were due to the Company given calculated net Debt Working Capital is between the Lower Threshold and the Upper Threshold. On October 1, 2015, the Company provided notification to Central's former stockholders that the aggregate amount of the Company's (i) Net Debt Working Capital claim of $11.3 million as of September 30, 2012 and (ii) indemnity claims for certain defined adverse consequences as set forth in the Merger Agreement (including with respect to Structural and Repair Costs), exceeded the $27.0 million Cash Consideration and therefore the Company would not be making any Cash Consideration payment pursuant to Section 3.7 of the Merger Agreement. On October 20, 2015, Central's former stockholders provided notification that they deemed the Company's refusal to pay the $27.0 million Cash Consideration to be a violation of the terms of the Merger Agreement.

On February 19, 2016, the Company and Central’s former stockholders received a non-appealable and binding decision from the independent public accounting firm indicating that Net Debt Working Capital as of September 30, 2012 was $291.6 million, or $6.6 million above the Upper Threshold. Furthermore, as part of the independent public accounting firm’s decision over the calculation of Net Debt Working Capital as of September 30, 2012, it was determined by the independent public accounting firm and the Company that $1.5 million of Net Debt Working Capital claims were more appropriately claimable as an adverse consequence indemnification claim, as defined in the Merger Agreement. As such and in conjunction with the independent public accounting firm’s decision on Net Debt Working Capital, the Company (i) reclassified $1.5 million of indemnification claims from the Net Debt Working Capital calculation to indemnification claims for certain adverse consequences; and (ii) recognized an expense of $1.6 million ($0.9 million, net of tax) in General and administrative expenses for certain of the other amounts disallowed under the Net Debt Working Capital calculation as of and for the year ended December 31, 2015. The independent public accounting firm also determined that an additional $1.6 million of Net Debt Working Capital claims were disallowed; however, these Net Debt Working Capital amounts claimed by the Company were not previously recognized by the Company as a cost recovery given their contingent nature and since these claims were not previously recognized as an expense by the Company, the independent public accounting firm’s decision to disallow these claims had no impact to the Company's consolidated financial statements as of and for the year ended December 31, 2015.

As a result of the independent public accounting firm’s decision on the calculation of Net Debt Working Capital, the Company revised its indemnity claims for certain defined adverse consequences from $23.4 million to $24.9 million. On March 11, 2016, the Company provided notification to Central's former stockholders of an additional indemnity claim for $1.6 million and provided further notification that its indemnity claims for certain defined adverse consequences aggregated $26.5 million. The $1.6 million of additional indemnity claim made by the Company in the March 11, 2016 letter was not recognized as a cost recovery given the contingent nature and since this claim was not previously recognized by the Company as an expense.

As previously discussed in Note 2. Commitments and Contingencies, certain lease contracts acquired in the Central Merger include provisions allocating to the Company responsibility for all or a defined portion of the costs of certain structural and other repair costs required on the property, including improvement and repair costs arising as a result of ordinary wear and tear. The Company reduced the Cash Consideration Amount by $6.6 million, representing the amount that Net Debt Working Capital exceeded the Upper Threshold, and $17.9 million, representing the amount of indemnified claims for certain adverse consequences (including but not limited to Structural and Repair Costs) recognized by the Company as of September 30, 2016. Additionally, the Company submitted $7.7 million of additional indemnity claims for certain adverse consequences (including but not limited to Structural and Repair Costs) to Central's former Stockholders, including claims as set forth in the March 11, 2016 letter, but did not recognize these indemnity claims as a receivable or offset to the Cash Consideration Amount with a corresponding gain or reduction of costs incurred by the Company, as these claims were contingent in nature or represent costs which the Company had not yet incurred but which met the requirements of the indemnification provisions established in the Merger Agreement.

On September 27, 2016, the Company and Central's former stockholders agreed-upon non-binding terms to settle all outstanding matters (including the Company's claims discussed above) between the parties relating to the Central Merger (the "Settlement Terms") and are currently drafting and negotiating a binding agreement to memorialize the Settlement Terms. Pursuant to the Settlement Terms, the Company would pay Central's former stockholders $2.5 million in the aggregate (which effectively reduces the $27.0 million of Cash Consideration that would have been payable by the Company by $24.5 million and which amount has been accrued for as of September 30, 2016 and is included within Accrued expenses in the Condensed Consolidated Balance Sheet) to settle all outstanding matters between the parties pursuant to the Central Merger and accordingly would have no further obligation to pay any of the Cash Consideration. As a result of the Settlement Terms, the Company recorded $0.8 million ($0.5 million, net of tax) within General and administrative expense in the Condensed Consolidated Statements of Income.

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The Central Merger has been accounted for using the acquisition method of accounting (in accordance with the provisions of Accounting Standards Codification ("ASC") 805, Business Combinations, prior to the adoption of ASU No. 2015-16), 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 date of acquisition. The Company finalized the purchase price allocation during the third quarter of 2013.

The Company incurred certain restructuring, acquisition and integration costs associated with the transaction that were expensed as incurred and are reflected in the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2016 and 2015 as shown in the table below:



	Three Months Ended				Nine Months Ended
(millions) (unaudited)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
General and administrative expenses	$	0.2	$	1.6	$	1.1	$	3.5
Depreciation and amortization	—		—		2.4		—
Total	$	0.2	$	1.6	$	3.5	$	3.5

4. Intangible Assets, net

The following table presents a summary of intangible assets, net:



		September 30, 2016 (unaudited)							December 31, 2015
(millions)	Weighted Average Life (in Years)	Acquired Intangible Assets, Gross (1)		Accumulated Amortization			Acquired Intangible Assets, Net		Acquired Intangible Assets, Gross (1)		Accumulated Amortization			Acquired Intangible Assets, Net
Covenant not to compete	2.3	$	0.9	$	(0.9	)	$	—	$	0.9	$	(0.9	)	$	—
Trade names and trademarks	2.8	9.8		(9.6		)	0.2		9.8		(7.8		)	2.0
Proprietary know how	0.6	34.7		(30.8		)	3.9		34.7		(25.0		)	9.7
Management contract rights	12.1	81.0		(20.6		)	60.4		81.0		(16.8		)	64.2
Acquired intangible assets, net (2)	11.4	$	126.4	$	(61.9	)	$	64.5	$	126.4	$	(50.5	)	$	75.9

(1) Excludes the original cost and accumulated amortization of fully amortized intangible assets.

(2) Intangible assets have estimated useful lives between one and nineteen years.

The following table presents the Company's amortization expense related to intangible assets included in depreciation and amortization expense:



	Three Months Ended				Nine Months Ended
(millions) (unaudited)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Amortization expense related to intangible assets included in depreciation and amortization expense	$	3.8	$	3.8	$	11.4	$	11.4

5. Goodwill

The amounts for goodwill and changes to carrying value by operating segment are as follows (unaudited):



(millions)	Region One		Region Two		Region Three		Total
Balance as of December 31, 2015 (1)	$	337.5	$	62.7	$	31.1	$	431.3
Foreign currency translation	0.2		—		—		0.2
Balance as of September 30, 2016	$	337.7	$	62.7	$	31.1	$	431.5

(1) Due to the new segment reporting effective as of January 1, 2016, goodwill allocated to previous reporting units of Region One, Region Two, and Region Three have been aggregated into a single reporting unit, Region One. See also Note 13. Business Unit Segment Information for further discussion on certain organizational and executive leadership changes.

The Company tests goodwill at least annually for impairment (the Company has elected to annually test for potential impairment of goodwill on the first day of the fourth quarter) and tests more frequently if indicators are present or changes in circumstances suggest that impairment may exist. The indicators include, among others, declines in sales, earnings or cash flows or the

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development of a material adverse change in business climate. The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a reporting unit.

Due to a change in the Company’s segment reporting effective January 1, 2016, the goodwill allocated to certain previous reporting units have been aggregated into a single reporting unit. See also Note 13. Business Unit Segment Information for further disclosure on the Company’s change in reporting segments effective January 1, 2016.

As a result of the change in internal reporting segment information, the Company completed a quantitative impairment analysis (Step One) for goodwill as of January 1, 2016, which was completed during the first quarter 2016, and concluded that the estimated fair values of each of the Company's reporting units exceeded its carrying amount of net assets assigned to that reporting unit as of January 1, 2016 and immediately prior to the reorganization and therefore no further testing was required (Step Two). In conducting the January 1, 2016 goodwill Step One analysis, the Company analyzed actual and projected growth trends of the reporting units, gross margin, operating expenses and Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") (which also includes forecasted five-year income statement and working capital projection, a market-based weighted average cost of capital and terminal values after five years). The Company also assesses critical areas that may impact its business including economic conditions, market related exposures, competition, changes in service offerings and changes in key personnel. As part of the January 1, 2016 goodwill assessment, the Company engaged a third-party to evaluate its reporting units' fair values. No impairment was recorded as a result of the goodwill impairment test performed.

The reporting units are reported as Region One (Urban), Region Two (Airport transportation) and Region Three (USA Parking reporting unit and event planning and transportation services reporting unit). For purposes of reportable segments, the goodwill in Region Three is attributable to USA Parking and event planning and transportation services reporting units.

6. Fair Value Measurement

Fair Value Measurements-Recurring Basis

In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. Applicable accounting literature establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. 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. Applicable accounting literature defines levels within the hierarchy based on the reliability of inputs as follows:

•Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.


•	Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable and market-corroborated inputs, which are derived principally from or corroborated by observable market data.


•	Level 3: Inputs that are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

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 September 30, 2016 and December 31, 2015:



	Fair Value Measurement
	September 30, 2016 (unaudited)						December 31, 2015
(millions)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Prepaid expenses and other
Contingent consideration receivable	$	—	$	—	$	0.5	$	—	$	—	$	0.5
Interest Rate Swaps	—		—		—		—		0.2		—
Total	$	—	$	—	$	0.5	$	—	$	0.2	$	0.5
Liabilities
Accrued expenses
Interest Rate Swaps	$	—	$	0.1	$	—	$	—	$	—	$	—
Total	$	—	$	0.1	$	—	$	—	$	—	$	—

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Interest Rate Swap

The Company seeks to minimize risks from interest rate fluctuations through the use of interest rate swap contracts and hedge only exposures in the ordinary course of business. Interest rate swaps are used to manage interest rate risk associated with our floating rate debt. The Company accounts for its derivative instruments at fair value provided it meets certain documentary and analytical requirements to qualify for hedge accounting treatment. Hedge accounting creates the potential for a Consolidated Statements of Income match between the changes in fair values of derivatives and the changes in cost of the associated underlying transactions, in this case interest expense. Derivatives held by us are designated as hedges of specific exposures at inception, with an expectation that changes in the fair value will essentially offset the change in the underlying exposure. Discontinuance of hedge accounting is required whenever it is subsequently determined that an underlying transaction is not going to occur, with any gains or losses recognized in the Consolidated Statements of Income at such time, with any subsequent changes in fair value recognized currently in earnings. Fair values of derivatives are determined based on quoted prices for similar contracts. The effective portion of the change in fair value of the interest rate swap is reported in Accumulated other comprehensive income, a component of Stockholders' equity, and is being recognized as an adjustment to interest expense or other (expense) income, respectively, over the same period the related expenses are recognized in earnings. Ineffectiveness would occur when changes in the market value of the hedged transactions are not completely offset by changes in the market value of the derivative and those related gains and losses on derivatives representing hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized currently in earnings when incurred. No ineffectiveness was recognized during the nine months ended September 30, 2016 and 2015.

Contingent Consideration Receivable

During the third quarter 2015, certain assets, which met the definition of a business, were sold to a third-party in an arms-length transaction (see also Note 1. Significant Accounting Policies and Practices for further detail on the sale of the business). Under the sales agreement, 40% of the sale proceeds from the buyer is contingent in nature and scheduled to be received by the Company in February 2017. The contingent consideration amount expected to be received by the Company is based on the financial and operational performance of the business sold. The significant inputs used to derive the Level 3 fair value contingent consideration receivable is the probability of reaching certain revenue growth of the business sold and retention of current customers over an eighteen month period. The fair value of the contingent consideration receivable as of September 30, 2016 was $0.5 million, with the fair value of the contingent consideration receivable to be remeasured each subsequent reporting period.

Nonrecurring Fair Value Measurements

Certain assets are measured at fair value on a nonrecurring basis; that is, the assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). Non-financial assets such as goodwill, intangible assets, and leasehold improvements, equipment and construction in progress are subsequently measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized. The Company assesses 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 its 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. There were no impairment charges for the nine months ended September 30, 2016 and 2015.

Financial Instruments Not Measured at Fair Value

The following presents the carrying amounts and estimated fair values of financial instruments not measured at fair value in the Condensed Consolidated Balance Sheet at September 30, 2016 and December 31, 2015:



	September 30, 2016 (unaudited)				December 31, 2015
(millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	19.3	$	19.3	$	18.7	$	18.7
Long-term borrowings
Restated Credit Facility, net of original discount on borrowings and deferred financing costs	$	212.3	$	212.3	$	223.1	$	223.1
Other obligations	$	1.8	$	1.8	$	2.0	$	2.0

The carrying value of Cash and cash equivalents approximates their fair value due to the short-term nature of these financial instruments and has been classified as a Level 1. The fair value of the Restated Credit Facility and Other obligations were estimated to not be materially different from the carrying amount and are generally measured using a discounted cash flow analysis based on current market interest rates for similar types of financial instruments and would be classified as a Level 2.

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7. Borrowing Arrangements

Long-term borrowings, in order of preference, consist of:



		Amount Outstanding
(millions)	Maturity Date	September 30, 2016 (unaudited)		December 31, 2015
Restated Credit Facility, net of original discount on borrowings and deferred financing costs	(1) / (2)	$	212.3	$	223.1
Other borrowings	Various	1.8		2.0
Total obligations under Restated Credit Facility and other borrowings		$	214.1	$	225.1
Less: Current portion of obligations under Restated Credit Facility and other borrowings		19.1		15.2
Total long-term obligations under Restated Credit Facility and other borrowings		$	195.0	$	209.9

(1) Credit Agreement was due to mature on October 2, 2017.

(2) Restated Credit Agreement matures on February 20, 2020.

Senior Credit Facility

On October 2, 2012, the Company entered into a credit agreement (“Credit Agreement”) with Bank of America, N.A. ("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.

Pursuant to the terms, and subject to the conditions, of the Credit Agreement, the Lenders made available to the Company a secured senior credit facility (the “Senior Credit Facility”) that permitted aggregate borrowings of $450.0 million consisting of (i) a revolving credit facility of up to $200.0 million at any time outstanding, which included a letter of credit facility that was limited to $100.0 million at any time outstanding, and (ii) a term loan facility of $250.0 million. The Senior Credit Facility was due to mature on October 2, 2017.

Amended and Restated Credit Facility

On February 20, 2015 (“Restatement Date”), the Company entered into an Amended and Restated Credit Agreement (the “Restated Credit Agreement”) with Bank of America, as administrative agent, an issuing lender and swing-line lender; Wells Fargo Bank, as an issuing lender and syndication agent; U.S. Bank National Association, First Hawaiian Bank and BMO Harris Bank N.A., as co-documentation agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint book managers; and the lenders party thereto (the “Lenders”). The Restated Credit Agreement reflects modifications to, and an extension of, the Credit Agreement.

Pursuant to the terms, and subject to the conditions, of the Restated Credit Agreement, the Lenders have made available to the Company a senior secured credit facility (the “Restated Credit Facility”) that permits aggregate borrowings of $400.0 million consisting of (i) a revolving credit facility of up to $200.0 million at any time outstanding, which includes a $100.0 million sublimit for letters of credit and a $20.0 million sublimit for swing-line loans, and (ii) a term loan facility of $200.0 million (reduced from $250.0 million under the Senior Credit Facility). The Company may request increases of the revolving credit facility in an aggregate additional principal amount of $100.0 million. The Restated Credit Facility matures on February 20, 2020.

The entire amount of the term loan portion of the Restated Credit Facility had been drawn by the Company as of the Restatement Date (including approximately $10.4 million drawn on such date) and is subject to scheduled quarterly amortization of principal as follows: (i) $15.0 million in the first year, (ii) $15.0 million in the second year, (iii) $20.0 million in the third year, (iv) $20.0 million in the fourth year, (v) $20.0 million in the fifth year and (vi) $110.0 million in the sixth year. The Company also had outstanding borrowings of $147.3 million (including $53.4 million in letters of credit) under the revolving credit facility as of the Restatement Date.

Borrowings under the Restated 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 pricing levels set forth in the Restated Credit Agreement (the “ Applicable Margin”), plus LIBOR or (ii) the Applicable Margin 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 LIBOR plus 1.0% (the highest of (x), (y) and (z), the “Base Rate”), except that all swing-line loans will bear interest at the Base Rate plus the Applicable Margin.

Under the terms of the Restated Credit Agreement, the Company is required to maintain a maximum consolidated total debt to EBITDA ratio of not greater than 4.0 to 1.0 as of the end of any fiscal quarter ending during the period from the Restatement Date through September 30, 2015, (ii) 3.75 to 1.0 as of the end of any fiscal quarter ending during the period from October 1, 2015

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through September 30, 2016, and (iii) 3.5 to 1.0 as of the end of any fiscal quarter ending thereafter. In addition, the Company is required to maintain a minimum consolidated fixed charge coverage ratio of not less than 1.25 to1.0.

Events of default under the Restated 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 the 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 Restated Credit Agreement have the right, among others, to (i) terminate the commitments under the Restated Credit Agreement, (ii) accelerate and require the Company to repay all the outstanding amounts owed under the Restated 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 Restated Credit Agreement) has guaranteed all existing and future indebtedness and liabilities of the other guarantors and the Company arising under the Restated Credit Agreement. The Company’s obligations under the Restated Credit Agreement and such domestic subsidiaries’ guaranty obligations are secured by substantially all of their respective assets.

The Company was in compliance with all covenants as of September 30, 2016.

As of September 30, 2016, the Company had $98.1 million of borrowing availability under the Restated Credit Agreement, of which the Company could have borrowed $91.4 million on September 30, 2016 and remained in compliance with the above described covenants as of such date. The additional borrowing availability under the Restated Credit Agreement is limited only as of the Company’s fiscal quarter-end by the covenant restrictions described above. At September 30, 2016, the Company had $60.1 million of letters of credit outstanding under the Restated Credit Facility, with aggregate borrowings against the Restated Credit Facility of $215.6 million (excluding debt discount of $1.4 million and deferred financing cost of $1.9 million).

In connection with and effective upon the execution and delivery of the Restated Credit Agreement on February 20, 2015, the Company recorded losses on extinguishment of debt, relating to debt discount and debt issuance costs, of $0.6 million for the nine months ended September 30, 2015.

8. Share Repurchase Plan

In May 2016, the Company's Board of Directors authorized the Company to repurchase, on the open market, shares of its outstanding common stock in an amount not to exceed $30 million in aggregate. Purchases of the Company's common stock may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or by other means in accordance with Rule 10b-18 and 10b5-1under the Securities Exchange Act of 1934 ("Exchange Act"). The share repurchase program does not obligate the Company to repurchase any particular amount of common stock, and has no fixed termination date.

Under this program, the Company has repurchased 219,519 shares of common stock through September 30, 2016. The table below summarizes share repurchase activity during the three and nine months ended September 30, 2016.



	Three Months Ended		Nine Months Ended
(millions, except for share and per share data) (unaudited)	September 30, 2016		September 30, 2016
Total number of shares repurchased	181,619		219,519
Average price paid per share	$	24.62	$	24.38
Total value of shares repurchased	$	4.5	$	5.4



	Three Months Ended		Nine Months Ended
(millions) (unaudited)	September 30, 2016		September 30, 2016
Total authorized repurchase amount	$	29.1	$	30.0
Total value of shares repurchased	4.5		5.4
Total remaining authorized repurchase amount	$	24.6	$	24.6

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9. Bradley Agreement

The Company entered into a 25-year agreement with the State of Connecticut (“State”) that expires on April 6, 2025, under which it operates the surface parking and 3,500 garage parking spaces at Bradley International Airport (“Bradley”) located in the Hartford, Connecticut metropolitan area.

The parking garage was financed through the issuance of State of Connecticut special facility revenue bonds and provides that the Company deposits, with the trustee for the bondholders, all gross revenues collected from operations of the surface and garage parking. 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, and specific annual guaranteed minimum payments to the state. Principal and interest on the Bradley special facility revenue bonds increase from approximately $3.6 million in contract year 2002 to approximately $4.5 million in contract year 2025. Annual guaranteed minimum payments to the State increase from approximately $8.3 million in contract year 2002 to approximately $13.2 million in contract year 2024. The annual minimum guaranteed payment to the State by the trustee for the twelve months ended December 31, 2016 and 2015 is $11.3 million and was $11.0 million, 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, the Company is obligated to deliver the deficiency amount to the trustee, with such deficiency payments representing interest bearing advances to the trustee. The Company does not directly guarantee the payment of any principal or interest on any debt obligations of the State of Connecticut or the trustee.

The following is the list of Guaranteed Payments:


•	Garage and surface operating expenses,


•	Principal and interest on the special facility revenue bonds,


•	Trustee expenses,


•	Major maintenance and capital improvement deposits; and


•	State minimum guarantee.

To the extent sufficient funds are available, the trustee is then directed to reimburse the Company for deficiency payments up to the amount of the calculated surplus, with the Company having the right to be repaid the principal amount of any and all deficiency payments, together with actual interest and premium, not to exceed 10% of the initial deficiency payment. The Company calculates and records 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. The Company believes these advances to be fully recoverable as the Bradley Agreement places no time restriction on the Company’s right to reimbursement. The reimbursement of principal, interest and premium will be recognized when received.

The total deficiency payments to the State, net of reimbursements, as of September 30, 2016 (unaudited) are as follows:



(millions)	2016
Balance at December 31, 2015	$	11.6
Deficiency payments made	0.2
Deficiency repayment received	(1.4		)
Balance at September 30, 2016	$	10.4

The total deficiency payments (net of payments made), interest and premium received and recorded for the three and nine months ended September 30, 2016 and 2015 are as follows:



	Three Months Ended				Nine Months Ended
(millions) (unaudited)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Deficiency repayments	$	—	$	0.2	$	1.2	$	1.0
Interest	$	0.2	$	0.1	$	0.3	$	0.3
Premiums	$	—	$	—	$	0.2	$	0.1

The net of these amounts are recorded as a reduction in Cost of parking services—Management contracts within the Condensed Consolidated Statements of Income. There were no amounts of estimated deficiency payments accrued as of September 30, 2016 and December 31, 2015, as the Company concluded that the potential for future deficiency payments did not meet the criteria of both probable and estimable.

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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 operating profit tiers. The annual management fee is further apportioned 60% to the Company and 40% to an un-affiliated entity and the annual management fee will be paid to the extent funds are available for the trustee to make a distribution, and are paid after Guaranteed Payments (as defined in the Bradley Agreement), and after the repayment of all deficiency payments, including interest and premium. Cumulative management fees of approximately $16.5 million and $15.7 million have not been recognized as of September 30, 2016 and December 31, 2015, respectively, and no management fees were recognized as revenue for the nine months ended September 30, 2016 and 2015.

10. Stock-Based Compensation

Stock Options and Grants

There were no stock options granted during the nine months ended September 30, 2016 and 2015. The Company recognized no stock-based compensation expense related to stock options for the nine months ended September 30, 2016 and 2015, as all stock options previously granted were fully vested. As of September 30, 2016, there were no unrecognized compensation costs related to unvested stock options.

Below is a summary of Company authorized vested stock grants to certain directors for the nine months ended September 30, 2016 and 2015. In 2016, vested stock grants were authorized on April 21. In 2015, vested stock grants were authorized on April 21 and September 29. Stock-based compensation expense related to vested stock grants are included in General and administrative expenses within the Condensed Consolidated Statements of Income.



	Three Months Ended				Nine Months Ended
(millions) (unaudited)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Vested stock grants	—		8,624		32,180		40,981
Stock-based compensation expense	$	—	$	0.2	$	0.7	$	0.9

Restricted Stock Units

During the nine months ended September 30, 2016, 4,020 restricted stock units were authorized by the Company. During the nine months ended September 30, 2016, 1,415 restricted stock units vested. During the nine months ended September 30, 2015, 58,816 restricted stock units vested. During the nine months ended September 30, 2016, 4,124 restricted stock units were forfeited under the amended and restated Long-Term Incentive Plan and became available for reissuance. 4,124 restricted stock units were forfeited during the nine months ended September 30, 2015.

The table below shows the Company's stock-based compensation expense related to the restricted stock units for the three and nine months ended September 30, 2016 and 2015 respectively, and is included in General and administrative expenses within the Condensed Consolidated Statements of Income.



	Three Months Ended				Nine Months Ended
(millions) (unaudited)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Stock-based compensation expense	$	0.2	$	0.4	$	0.6	$	1.2

As of September 30, 2016, there was $2.1 million 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 remaining period of approximately 3.1 years.

Performance Share Units

In September 2014, the Board of Directors authorized a performance-based incentive program under the Company’s Long-Term Incentive Plan (“Performance-Based Incentive Program”), whereby the Company will issue performance share units to certain executive management individuals that represent shares potentially issuable in the future. The objective of the Performance-Based Incentive Program is to link compensation to business performance, encourage ownership of Company stock, retain executive talent, and reward executive performance. The Performance-Based Incentive Program provides participating executive management individuals with the opportunity to earn vested common stock if certain performance targets for pre-tax free cash flow are achieved over a three year performance period and recipients satisfy service-based vesting requirements. The stock-based compensation expense associated with unvested performance share units are recognized on a straight-line basis over the shorter of the vesting period or minimum service period and dependent upon the probable outcome of the number of shares that will ultimately be issued based on the achievement of pre-tax free cash flow over the cumulative three year period. During the nine months ended September 30, 2016 and 2015, the Company granted 98,078 and 103,600, respectively, of performance share units

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to certain individuals within executive management. During the nine months ended September 30, 2016 and 2015, 4,493 and 4,009, respectively, performance share units were forfeited under the amended and restated Long-Term Incentive Plan and became available for reissuance. As of September 30, 2016, 18,685 shares were vested related to certain participating executives being eligible for retirement.

The table below shows the Company's stock-based compensation expense related to the Performance-Based Incentive Program for the three and nine months ended September 30, 2016 and 2015 respectively, and is included in General and administrative expenses within the Condensed Consolidated Statements of Income.



	Three Months Ended				Nine Months Ended
(millions) (unaudited)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Stock-based compensation expense	$	0.5	$	0.3	$	1.5	$	0.9

Future compensation expense for currently outstanding awards under the Performance Based Incentive Program could reach a maximum of $8.4 million. Stock-based compensation for the Performance-Based Incentive Program is expected to be recognized over a weighted average period of 1.8 years.

11. Net Income per Common Share

Basic net income per share is computed by dividing net income by the weighted daily average number of shares of common stock outstanding during the period. Diluted net income per share is based upon the weighted daily 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 common shares outstanding to the weighted average diluted common shares outstanding is as follows:



	Three Months Ended				Nine Months Ended
(millions, except for share and per share data) (unaudited)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Net income attributable to SP Plus Corporation	$	7.0	$	3.7	$	13.5	$	14.8
Basic weighted average common shares outstanding	22,208,139		22,205,707		22,293,776		22,159,701
Dilutive impact of share-based awards	288,972		342,459		278,157		360,117
Diluted weighted average common shares outstanding	22,497,111		22,548,166		22,571,933		22,519,818
Net income per common share
Basic	$	0.31	$	0.17	$	0.60	$	0.67
Diluted	$	0.31	$	0.16	$	0.60	$	0.66

For the three and nine months ended September 30, 2016 and 2015, performance share units were excluded from the computation of weighted average diluted common share outstanding because the number of shares ultimately issuable is contingent on the Company's performance goals, which were not achieved as of the reporting date.

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

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12. Comprehensive Income

Comprehensive income consists of the following components, net of tax:



	Three Months Ended						Nine Months Ended
(millions) (unaudited)	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Net income	$	7.7		$	4.5		$	15.7		$	16.8
Effective portion of unrealized gain (loss) on cash flow hedge	0.2			(0.2		)	(0.1		)	(0.5		)
Foreign currency translation	(0.1		)	(0.3		)	(0.1		)	(0.6		)
Comprehensive income	7.8			4.0			15.5			15.7
Less: Comprehensive income attributable to noncontrolling interest	0.7			0.8			2.2			2.0
Comprehensive income attributable to SP Plus Corporation	$	7.1		$	3.2		$	13.3		$	13.7

Accumulated other comprehensive loss is comprised of unrealized gains (losses) on cash flow hedges and foreign currency translation adjustments. The components of changes in accumulated comprehensive loss, net of tax, for the nine months ended September 30, 2016 were as follows:



(millions) (unaudited)	Foreign Currency Translation Adjustments			Effective Portion of Unrealized Gain (Loss) on Cash Flow Hedge			Total Accumulated Other Comprehensive Loss
Balance at December 31, 2015	$	(1.2	)	$	0.1		$	(1.1	)
Change in other comprehensive income (loss)	(0.1		)	(0.1		)	(0.2		)
Balance at September 30, 2016	$	(1.3	)	$	—		$	(1.3	)

13. Income Taxes

For the three months ended September 30, 2016, the Company recognized income tax expense of $5.1 million on earnings before income taxes of $12.8 million compared to income tax expense of $3.5 million on earnings before income taxes of $8.0 million for the three months ended September 30, 2015. For the nine months ended September 30, 2016, the Company recognized income tax expense of $10.9 million on earnings before income taxes of $26.6 million compared to income tax expense of $4.5 million on earnings before income taxes of $21.3 million for the nine months ended September 30, 2015. The effective tax rate was approximately 41.0% for the nine months ended September 30, 2016 compared to approximately 21.0% for the nine months ended September 30, 2015. The effective tax rate for the nine months ended September 30, 2015 was significantly lower than for the nine months ended September 30, 2016 primarily due to a discrete benefit for the reversal of a valuation allowance for historical net operating losses attributable to New York, New York (City of New York). The valuation allowance was reversed in the second quarter of 2015 due to the City of New York law changes enacted April 1, 2015, which resulted in the Company determining that the future benefit of net operating loss carryforwards was more likely than not to be recognized.

As of September 30, 2016, the Company has not identified any uncertain tax positions that would have a material impact on the Company’s financial position. 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 September 30, 2016 are shown below:

2013 – 2015 United States — federal income tax

2007 – 2015 United States — state and local income tax

2012 – 2015 Canada and Puerto Rico

14. Business Unit Segment Information

Segment information is presented in accordance with a “management approach,” which designates the internal reporting used by the Chief Operating Decision Maker (“CODM”) 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 discrete financial information is available and evaluated regularly by the Company’s CODM in deciding how to allocate resources and in assessing performance.

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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 the Company’s CODM. The CODM is the Company’s 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 three operating segments. The CODM assesses the performance of each operating segment using information about its revenue and gross profit as its primary measure of performance, 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.

Effective January 1, 2016, the Company began certain organizational and executive leadership changes to align with how the CODM reviews performance and makes decisions in managing the Company and, therefore, changed certain internal operating segment information reported to the CODM. Specifically, the previous internally reported operating segments known as Region One (North), Region Two (South), and Region Three (New York Metropolitan tri-state area of New York, New Jersey, and Connecticut) were aggregated into a single operating segment now known as Region One (Urban). Region Two (Airport transportation operations nationwide) and Region Three (other operating segments of USA Parking and event planning and transportation services), previously known as Region Four and Region Five, respectively, will continue to be reported to the CODM unchanged. All prior periods presented have been restated to reflect the new internal reporting to the CODM.

Region One (Urban) encompasses operations in Alabama, Arizona, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Georgia, Hawaii, Illinois, Indiana, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Virginia, Washington, West Virginia, Wisconsin, Puerto Rico, and three Canadian provinces of Alberta, Ontario and Quebec.

Region Two (Airport transportation) encompasses all major airport and transportation operations nationwide.

Region Three encompasses other reporting units of USA Parking and event planning and transportation services.

Other consists of ancillary revenue that is not specifically identifiable to a region and certain unallocated insurance reserve adjustments.

The 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 three and nine months ended September 30, 2016 and 2015:

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	Three Months Ended September 30,										Nine Months Ended September 30,
(millions) (unaudited)	2016			Gross Margin %		2015			Gross Margin %		2016			Gross Margin %		2015			Gross Margin %
Parking Services Revenue
Region One
Lease contracts	$	103.1				$	113.8				$	312.3				$	330.9
Management contracts	51.2					47.7					147.3					142.6
Total Region One	154.3					161.5					459.6					473.5
Region Two
Lease contracts	31.3					31.8					93.7					94.4
Management contracts	20.7					26.6					69.2					78.2
Total Region Two	52.0					58.4					162.9					172.6
Region Three
Lease contracts	1.7					1.1					4.3					3.5
Management contracts	9.0					8.2					35.6					36.6
Total Region Three	10.7					9.3					39.9					40.1
Other
Lease contracts	—					(0.1		)			—					0.1
Management contracts	3.2					3.3					9.9					10.8
Total Other	3.2					3.2					9.9					10.9
Reimbursed management contract revenue	188.9					168.3					537.0					513.4
Total Revenues	409.1					400.7					1,209.3					1,210.5
Gross Profit
Region One
Lease contracts	8.1			7.9	%	10.9			9.6	%	25.3			8.1	%	28.4			8.6	%
Management contracts	21.3			41.6	%	21.5			45.1	%	62.8			42.6	%	63.3			44.4	%
Total Region One	29.4					32.4					88.1					91.7
Region Two
Lease contracts	1.5			4.8	%	1.7			5.3	%	4.0			4.3	%	4.4			4.7	%
Management contracts	6.1			29.5	%	5.7			21.4	%	18.7			27.0	%	18.4			23.5	%
Total Region Two	7.6					7.4					22.7					22.8
Region Three
Lease contracts	0.3			17.6	%	0.1			9.1	%	0.5			11.6	%	0.3			8.6	%
Management contracts	3.1			34.4	%	2.8			34.1	%	9.4			26.4	%	9.3			25.4	%
Total Region Three	3.4					2.9					9.9					9.6
Other
Lease contracts	0.4			—	%	(2.1		)	(2,100.0	)%	0.1			—	%	(3.3		)	(3,300.0	)%
Management contracts	3.1			96.9	%	2.2			66.7	%	8.5			85.9	%	9.7			89.8	%
Total Other	3.5					0.1					8.6					6.4
Total gross profit	43.9					42.8					129.3					130.5
General and administrative expenses	20.3					23.7					67.0					74.2
General and administrative expense percentage of gross profit	46.2		%			55.4		%			51.8		%			56.9		%
Depreciation and amortization	7.8					8.3					26.8					24.4
Operating income	15.8					10.8					35.5					31.9

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	Three Months Ended September 30,								Nine Months Ended September 30,
	2016			Gross Margin %	2015			Gross Margin %	2016			Gross Margin %	2015			Gross Margin %
Other expenses (income)
Interest expense	2.7				2.9				8.1				10.0
Interest income	(0.1		)		—				(0.4		)		(0.1		)
Gain on a sale of business	—				(0.5		)		—				(0.5		)
Equity in losses from investment in unconsolidated entity	0.4				0.4				1.2				1.2
Total other expenses (income)	3.0				2.8				8.9				10.6
Earnings before income taxes	12.8				8.0				26.6				21.3
Income tax expense	5.1				3.5				10.9				4.5
Net income	7.7				4.5				15.7				16.8
Less: Net income attributable to noncontrolling interest	0.7				0.8				2.2				2.0
Net income attributable to SP Plus Corporation	$	7.0			$	3.7			$	13.5			$	14.8

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Item 2. 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 condensed consolidated financial statements and the notes thereto contained in this Quarterly Report on Form 10-Q and the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015.

Important Information Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q is being filed by SP Plus Corporation (“we”, “SP Plus” or the “Company”) with the Securities and Exchange Commission (“SEC”) and contains forward-looking statements, which are based on our current assumptions and expectations. These statements are typically accompanied by the words “expect,” “estimate,” “intend”, “will,” “predict,” “project,” “may,” “should,” “could,” “believe,” “would,” “might,” “anticipate,” or words of similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These forward looking statements are made based on management’s expectations, beliefs and projections concerning future events and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management’s control. These forward looking statements are not guarantees of future performance and there can be no assurance that our expectations, beliefs and projections will be realized.

Although we believe there is a reasonable basis for the forward-looking statements, our actual results could be materially different. The most important factors which could cause our actual results to differ from our forward-looking statements are set forth on our description of risk factors in Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which should be read in conjunction with the forward-looking statements in this report. Forward-looking statements speak only as of the date they are made, and except as expressly required by the federal securities laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances, future events or for any other reason.

Overview

Our Business

We provide parking management, ground transportation and other ancillary services to commercial, institutional and municipal clients in urban markets and airports across the United States, Puerto Rico and Canada. Our services include a comprehensive set of on-site parking management and ground transportation services, which include facility maintenance, security services, training, scheduling and supervising all service personnel as well as providing customer service, marketing, and accounting and revenue control functions necessary to facilitate the operation of our clients’ 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 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 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 September 30, 2016, we operated 81% of our locations under management contracts and 19% under leases.

In evaluating our financial condition and operating performance, management’s primary focus is on our gross profit and total general and administrative expense. 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 local parking taxes), whereas revenue from management contracts only includes our contractually agreed upon management fees and amounts attributable to ancillary services. Gross customer collections at facilities under management contracts, therefore, are not included in our revenue. Accordingly, while a change in the proportion of our operating agreements that are structured as leases versus management contracts may cause significant fluctuations in reported revenue and expense of parking services that change will not artificially affect our gross profit. For example, as of September 30, 2016, 81% of our locations were operated under management contracts and 77% of our gross profit for the nine months ended September 30, 2016 was derived from management contracts. Only 39% 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.

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General Business Trends

We believe that sophisticated commercial real estate developers and property managers and owners recognize the potential for parking and related services to be a profit generator rather than a cost center. Often, the parking experience makes both the first and the last impressions on their properties' tenants and visitors. By outsourcing these services, they are able to capture additional profit by leveraging the unique operational skills and controls that an experienced parking management company can 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 focus on customer service and satisfaction is a key driver of our high location retention rate, which was approximately 88% and 89% as of September 30, 2016 and 2015, respectively.

Summary of Operating Facilities

We focus our operations in core markets where a concentration of locations improves customer service levels and operating margins. The following table reflects our facilities operated at the end of the periods indicated:



	September 30, 2016	December 31, 2015	September 30, 2015
Leased facilities (1)	696	713	739
Managed facilities (1)	3,025	3,161	3,161
Total facilities	3,721	3,874	3,900

(1) Includes partial ownership in one managed facility and one leased facility acquired in the Central Merger.

Revenue

We recognize parking services revenue from lease and management contracts as the related services are provided. Substantially all of our revenue comes from the following two sources:

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

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

Conversions between types of contracts, lease or management, are typically determined by our client 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

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

Cost of Parking Services

Our cost of parking services consists of the following:

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

Cost of parking services—management contracts. The cost of parking services under a management contract is generally the responsibility of the facility owner. As a result, these costs are not included in our results of operations. However, our reverse management contracts, which typically provide for larger management fees, do require us to pay for certain costs.

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Reimbursed Management Contract Expense

Reimbursed management contract expense consists of direct reimbursed costs incurred on behalf of property owners under a management contract, which are reflected in our cost of parking services.

Gross Profit

Gross profit equals our revenue less the cost of generating such revenue. This is the key metric we use to examine our performance because it captures the underlying economic benefit to us of both lease contracts and management contracts.

General and Administrative Expenses

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

Depreciation and Amortization

Depreciation is determined using a straight-line method over the estimated useful lives of the various asset classes, or in the case of leasehold improvements, over the initial term of the operating lease or its useful life, whichever is shorter. Intangible assets determined to have finite lives are amortized over their remaining estimated useful life.

Results of Operations

Segments

An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenue and incur expenses, and about which separate financial information is regularly evaluated by our chief operating decision maker (“CODM”), in deciding how to allocate resources. Our CODM is our chief executive officer.

Effective January 1, 2016, we began certain organizational and executive leadership changes to align with how our CODM reviews performance and makes decisions in managing the Company and therefore, changed internal operating segment information reported to the CODM. The operating segments are internally reported as Region One (Urban), Region Two (Airport transportation) and Region Three (other reporting units of USA Parking and event planning and transportation services). All prior periods presented have been restated to reflect the new internal reporting to the CODM.

•

Region One (Urban) encompasses operations in Alabama, Arizona, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Georgia, Hawaii, Illinois, Indiana, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Virginia, Washington, West Virginia, Wisconsin, Puerto Rico, and the three Canadian provinces of Alberta, Ontario and Quebec.


•	Region Two (Airport transportation) encompasses all major airport and transportation operations nationwide.


•	Region Three encompasses other operating segments including USA Parking and event planning and transportation services.


•	Other consists of ancillary revenue that is not specifically identifiable to a region and certain unallocated insurance reserves adjustments.

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The following is a summary of revenues (excluding reimbursed management contract revenue), cost of parking services and gross profit by regions for the three and nine months ended September 30, 2016 and 2015:

Three Months Ended September 30, 2016 Compared to Three Months September 30, 2015

Segment revenue information is summarized as follows (unaudited):



	Three Months Ended September 30,
	Region One				Region Two				Region Three				Other					Total				Variance
(millions)	2016		2015		2016		2015		2016		2015		2016		2015			2016		2015		Amount			%
Lease contract revenue:
New locations	$	4.6	$	0.3	$	0.2	$	—	$	0.3	$	—	$	—	$	—		$	5.1	$	0.3	$	4.8		1,600.0	%
Contract expirations	0.5		14.9		—		1.0		0.3		0.2		—		—			0.8		16.1		(15.3		)	(95.0	)%
Same locations	94.3		92.4		31.1		30.8		0.9		0.8		—		(0.1		)	126.3		123.9		2.4			1.9	%
Conversions	3.7		6.2		—		—		0.2		0.1		—		—			3.9		6.3		(2.4		)	(38.1	)%
Total lease contract revenue	$	103.1	$	113.8	$	31.3	$	31.8	$	1.7	$	1.1	$	—	$	(0.1	)	$	136.1	$	146.6	$	(10.5	)	(7.2	)%
Management contract revenue:
New locations	$	7.1	$	0.9	$	2.2	$	0.3	$	1.3	$	0.1	$	—	$	—		$	10.6	$	1.3	$	9.3		715.4	%
Contract expirations	0.5		5.2		—		10.6		0.3		0.9		—		—			0.8		16.7		(15.9		)	(95.2	)%
Same locations	43.5		41.5		18.5		15.7		7.3		7.2		3.2		3.3			72.5		67.7		4.8			7.1	%
Conversions	0.1		0.1		—		—		0.1		—		—		—			0.2		0.1		0.1			100.0	%
Total management contract revenue	$	51.2	$	47.7	$	20.7	$	26.6	$	9.0	$	8.2	$	3.2	$	3.3		$	84.1	$	85.8	$	(1.7	)	(2.0	)%

Parking services revenue—lease contracts. Lease contract revenue decreased $10.5 million, or 7.2%, to $136.1 million for the three months ended September 30, 2016, compared to $146.6 million for the three months ended September 30, 2015. The decrease in lease contract revenue resulted primarily from decreases of $15.3 million from contract expirations and $2.4 million from locations that converted from management contracts during the year, partially offset by increases of $4.8 million from new locations and $2.4 million from same locations. Same location revenue increases were primarily due to increases in short-term parking and monthly parker revenue.

From a reporting segment perspective, lease contract revenue decreased primarily due to decreases in contract expirations in regions one and two and conversion in region one, partially offset by increases in new locations in all three regions, same locations in all three regions and other, contract expirations in region three and conversions in region three. The other region amounts in same location represent revenue not specifically identifiable to a region.

Revenue associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative period presented.

Parking services revenue—management contracts. Management contract revenue decreased $1.7 million, or 2.0%, to $84.1 million for the three months ended September 30, 2016, compared to $85.8 million for the three months ended September 30, 2015. The decrease in management contract revenue resulted primarily from a decrease of $15.9 million from contract expirations, partially offset by increases of $9.3 million from new locations, $4.8 million from same locations and $0.1 million from locations that converted from lease contracts during the year. Same location revenue increases were primarily due to an increase in other ancillary services revenue and incentive fees.

From a reporting segment perspective, management contract revenue decreased primarily due to decreases in contract expirations in all three regions and same locations in other, partially offset by increases in new locations in all three regions, same locations in all three regions and conversions in region three. The other region amounts in same location represent revenues not specifically identifiable to a region.

Revenue associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative period presented.

Reimbursed management contract revenue. Reimbursed management contract revenue increased $20.6 million, or 12.2%, to $188.9 million for the three months ended September 30, 2016, compared to $168.3 million for the three months ended September 30, 2015. This increase resulted from additional reimbursements for costs incurred on behalf of owners.

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Segment cost of parking services information is summarized as follows (unaudited):



	Three Months Ended September 30,
	Region One				Region Two					Region Three				Other					Total				Variance
(millions)	2016		2015		2016			2015		2016		2015		2016			2015		2016		2015		Amount			%
Cost of parking services lease contracts:
New locations	$	4.6	$	0.3	$	0.2		$	—	$	0.3	$	—	$	—		$	—	$	5.1	$	0.3	$	4.8		1,600.0	%
Contract expirations	0.7		13.4		—			1.0		0.2		0.4		—			—		0.9		14.8		(13.9		)	(93.9	)%
Same locations	86.2		83.2		29.6			29.1		0.7		0.6		(0.4		)	2.0		116.1		114.9		1.2			1.0	%
Conversions	3.5		6.0		—			—		0.2		—		—			—		3.7		6.0		(2.3		)	(38.3	)%
Total cost of parking services lease contracts	$	95.0	$	102.9	$	29.8		$	30.1	$	1.4	$	1.0	$	(0.4	)	$	2.0	$	125.8	$	136.0	$	(10.2	)	(7.5	)%
Cost of parking services management contracts:
New locations	$	5.0	$	0.8	$	2.2		$	0.1	$	0.9	$	—	$	—		$	—	$	8.1	$	0.9	$	7.2		800.0	%
Contract expirations	0.6		3.0		(0.1		)	10.6		0.2		0.8		—			—		0.7		14.4		(13.7		)	(95.1	)%
Same locations	24.2		22.3		12.5			10.2		4.8		4.6		0.1			1.1		41.6		38.2		3.4			8.9	%
Conversions	0.1		0.1		—			—		—		—		—			—		0.1		0.1		—			—	%
Total cost of parking services management contracts	$	29.9	$	26.2	$	14.6		$	20.9	$	5.9	$	5.4	$	0.1		$	1.1	$	50.5	$	53.6	$	(3.1	)	(5.8	)%

Cost of parking services—lease contracts. Cost of parking services for lease contracts decreased $10.2 million, or 7.5%, to $125.8 million for the three months ended September 30, 2016, compared to $136.0 million for the three months ended September 30, 2015. The decrease in cost of parking services for lease contracts resulted primarily from decreases of $13.9 million from contract expirations and $2.3 million from locations that converted from management contracts, partially offset by a $4.8 million increase from new locations and $1.2 million from same locations. Same location costs increased primarily due to higher rent expense as a result of higher revenue for same locations, partially offset by lower costs not specifically allocated to regions in other.

From a reporting segment perspective, cost of parking services for lease contracts decreased primarily due to decreases in contract expirations in all three regions, same locations in other and conversions in region one, partially offset by increases in new locations in all three regions, same locations in all three regions and conversions in region three.

Cost of parking services associated with contract expirations relates to contacts that have expired, however, we were operating the facility in the comparative period presented.

Cost of parking services—management contracts. Cost of parking services for management contracts decreased $3.1 million, or 5.8%, to $50.5 million for the three months ended September 30, 2016, compared to $53.6 million for the three months ended September 30, 2015. The decrease in cost of parking services for management contracts resulted primarily from decreases of $13.7 million from contract expirations, partially offset by increases of $7.2 million from new locations and $3.4 million from same locations. Costs for locations that converted from lease contracts were unchanged for the three months ended September 30, 2016, compared to September 30, 2015. Same location costs increased primarily due to higher costs related to operations and ancillary services, partially offset by lower costs not specifically allocated to regions.

From a reporting segment perspective, cost of parking services for management contracts decreased primarily due to contract expirations in all three regions and same locations in other, partially offset by increases in new locations in all three regions and same locations in all three regions.

Revenue associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative period presented.

Reimbursed management contract expense. Reimbursed management contract expense increased $20.6 million, or 12.2%, to $188.9 million for the three months ended September 30, 2016, compared to $168.3 million for the three months ended September 30, 2015. This increase resulted from additional reimbursements for costs incurred on behalf of owners.

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Segment gross profit/gross profit percentage information is summarized as follows (unaudited):



	Three Months Ended September 30,
	Region One						Region Two						Region Three						Other						Total						Variance
(millions)	2016			2015			2016			2015			2016			2015			2016			2015			2016			2015			Amount			%
Gross profit lease contracts:
New locations	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		—	%
Contract expirations	(0.2		)	1.5			—			—			0.1			(0.2		)	—			—			(0.1		)	1.3			(1.4		)	(107.7	)%
Same locations	8.1			9.2			1.5			1.7			0.2			0.2			0.4			(2.1		)	10.2			9.0			1.2			13.3	%
Conversions	0.2			0.2			—			—			—			0.1			—			—			0.2			0.3			(0.1		)	(33.3	)%
Total gross profit lease contracts	$	8.1		$	10.9		$	1.5		$	1.7		$	0.3		$	0.1		$	0.4		$	(2.1	)	$	10.3		$	10.6		$	(0.3	)	(2.8	)%
	(Percentages)
Gross profit percentage lease contracts:
New locations	—		%	—		%	—		%	—		%	—		%	—		%	—		%	—		%	—		%	—		%
Contract expirations	(40.0		)%	10.1		%	—		%	—		%	33.3		%	(100.0		)%	—		%	—		%	(12.5		)%	8.1		%
Same locations	8.6		%	10.0		%	4.8		%	5.5		%	22.2		%	25.0		%	—		%	2,100.0		%	8.1		%	7.3		%
Conversions	5.4		%	3.2		%	—		%	—		%	—		%	100.0		%	—		%	—		%	5.1		%	4.8		%
Total gross profit percentage	7.9		%	9.6		%	4.8		%	5.3		%	17.6		%	9.1		%	—		%	2,100.0		%	7.6		%	7.2		%
Gross profit management contracts:
New locations	$	2.1		$	0.1		$	—		$	0.2		$	0.4		$	0.1		$	—		$	—		$	2.5		$	0.4		$	2.1		525.0	%
Contract expirations	(0.1		)	2.2			0.1			—			0.1			0.1			—			—			0.1			2.3			(2.2		)	(95.7	)%
Same locations	19.3			19.2			6.0			5.5			2.5			2.6			3.1			2.2			30.9			29.5			1.4			4.7	%
Conversions	—			—			—			—			0.1			—			—			—			0.1			—			0.1			—	%
Total gross profit management contracts	$	21.3		$	21.5		$	6.1		$	5.7		$	3.1		$	2.8		$	3.1		$	2.2		$	33.6		$	32.2		$	1.4		4.3	%

Gross profit percentage management contracts:
New locations	29.6		%	11.1		%	—		%	66.7		%	30.8		%	100.0		%	—		%	—		%	23.6		%	30.8		%
Contract expirations	(20.0		)%	42.3		%	—		%	—		%	33.3		%	11.1		%	—		%	—		%	12.5		%	13.8		%
Same locations	44.4		%	46.3		%	32.4		%	35.0		%	34.2		%	36.1		%	96.9		%	66.7		%	42.6		%	43.6		%
Conversions	—		%	—		%	—		%	—		%	100.0		%	—		%	—		%	—		%	50.0		%	—		%
Total gross profit percentage	41.6		%	45.1		%	29.5		%	21.4		%	34.4		%	34.1		%	96.9		%	66.7		%	40.0		%	37.5		%

Gross profit—lease contracts. Gross profit for lease contracts decreased $0.3 million, or 2.8%, to $10.3 million for the three months ended September 30, 2016, compared to $10.6 million for three months ended September 30, 2015. Gross profit percentage for lease contracts increased to 7.6% for the three months ended September 30, 2016, compared to 7.2% for the three months ended September 30, 2015. Gross profit for lease contracts decreased primarily as a result of decreases in contract expirations and locations that converted from management contracts, partially offset by increases in same locations. Gross profit for same locations increased primarily due to increased short term and monthly parker revenue and an increase in gross profit in other, partially offset by an increase in rent expense as a result of higher lease revenue.

From a reporting segment perspective, gross profit for lease contracts decreased primarily from contract expirations in region one, same locations in regions one and two and conversions in region three, partially offset by increases in contract expirations in region three and same locations in other.

Gross profit associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative period presented.

Gross profit—management contracts. Gross profit for management contracts increased $1.4 million, or 4.3%, to $33.6 million for the three months ended September 30, 2016, compared to $32.2 million for the three months ended September 30, 2015. Gross profit percentage for management contracts increased to 40.0% for three months ended September 30, 2016, compared to 37.5% for three months ended September 30, 2015. The increase in gross profit for management contracts was primarily a result of increases in new locations, same locations and locations that converted from lease contracts, partially offset by a decrease in

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contract expirations. Gross profit for same locations increased primarily due to higher revenues for ancillary services and a decrease in certain operating costs not allocated to a region, partially offset by an increase in costs for ancillary services.

From a reporting segment perspective, gross profit for management contracts increased primarily due to increases in new locations in regions one and three, contract expirations in region two, same locations in regions one and two and other and conversions in region three, partially offset by decreases in new locations in region two, contract expirations in region one, and same locations in region three.

Gross profit associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative period presented.

General and administrative expenses. General and administrative expenses decreased $3.4 million, or 14.3%, to $20.3 million for the three months ended September 30, 2016, as compared to $23.7 million for the three months ended September 30, 2015. The decrease in general and administrative expenses overall was due to a decrease in restructuring, merger and integration costs, including severance and benefit expenses, reductions in compensation and benefit costs and overall better expense control, partially offset by an increase in costs for the preliminary non-binding settlement of indemnity for adverse consequences with Central's former stockholders of $0.8 million.

Depreciation and amortization. Depreciation and amortization decreased $0.5 million, or 6.0%, to $7.8 million for the three months ended September 30, 2016, as compared to $8.3 million for the three months ended September 30, 2015. This decrease was primarily a result of a decrease in amortization and depreciation for investments in certain information system enhancements and infrastructure.

Interest expense. Interest expense decreased $0.2 million, or 6.9%, to $2.7 million for the three months ended September 30, 2016, as compared to $2.9 million for the three months ended September 30, 2015. The decrease in interest expense was primarily related to decreases in average borrowing rates and reductions in amounts outstanding under our Senior Credit Facility and Restated Credit Facility.

Interest income. Interest income was $0.1 million and nil for the three months ended September 30, 2016 and 2015, respectively.

Gain on sale of a business. During the three months ended September 30, 2015, the Company recognized a gain of $0.5 million on the sale of the Company's security business primarily operating in the Southern California market.

Equity in losses from investment in unconsolidated entity. Equity in losses from investment in unconsolidated entity was $0.4 million for the three months ended September 30, 2016 and 2015.

Income tax expense. Income tax expense increased $1.6 million, or 45.7%, to $5.1 million for the three months ended September 30, 2016, as compared to $3.5 million for the three months ended September 30, 2015. Our effective tax rate was 39.8% for the three months ended September 30, 2016, compared to 43.8% for the three months ended September 30, 2015. An increase in our earnings before income taxes resulted in $1.9 million increase in income tax expense, partially offset by a decrease in our effective tax rate, resulting in a $0.3 million decrease in income tax expense.

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Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015

Segment revenue information is summarized as follows (unaudited):



	Nine Months Ended September 30,
	Region One				Region Two				Region Three				Other				Total				Variance
(millions)	2016		2015		2016		2015		2016		2015		2016		2015		2016		2015		Amount			%
Lease contract revenue
New locations	$	13.4	$	2.0	$	56.4	$	53.7	$	0.3	$	—	$	—	$	—	$	70.1	$	55.7	$	14.4		25.9	%
Contract expirations	11.0		46.6		0.1		3.4		0.7		0.9		—		—		11.8		50.9		(39.1		)	(76.8	)%
Same locations	275.2		266.7		37.2		37.3		2.5		2.4		—		0.1		314.9		306.5		8.4			2.7	%
Conversions	12.7		15.6		—		—		0.8		0.2		—		—		13.5		15.8		(2.3		)	(14.6	)%
Total lease contract revenue	$	312.3	$	330.9	$	93.7	$	94.4	$	4.3	$	3.5	$	—	$	0.1	$	410.3	$	428.9	$	(18.6	)	(4.3	)%
Management contract revenue
New locations	$	20.4	$	3.9	$	9.4	$	0.4	$	3.4	$	0.6	$	—	$	—	$	33.2	$	4.9	$	28.3		577.6	%
Contract expirations	3.9		20.0		9.7		31.5		4.2		7.8		—		—		17.8		59.3		(41.5		)	(70.0	)%
Same locations	122.6		118.4		50.1		46.3		27.8		28.1		9.9		10.8		210.4		203.6		6.8			3.3	%
Conversions	0.4		0.3		—		—		0.2		0.1		—		—		0.6		0.4		0.2			50.0	%
Total management contract revenue	$	147.3	$	142.6	$	69.2	$	78.2	$	35.6	$	36.6	$	9.9	$	10.8	$	262.0	$	268.2	$	(6.2	)	(2.3	)%

Parking services revenue—lease contracts. Lease contract revenue decreased $18.6 million, or 4.3%, to $410.3 million for the nine months ended September 30, 2016, compared to $428.9 million for the nine months ended September 30, 2015. The decrease in lease contract revenue resulted primarily from a decrease of $39.1 million from contract expirations and $2.3 million from locations that converted from management contracts, partially offset by increases of $14.4 million from new locations and $8.4 million from same locations. Same location revenue increases were primarily due to increases in short-term parking and monthly parker revenue.

From a reporting segment perspective, lease contract revenue decreased primarily due to decreases in contract expirations in all three regions, same locations in region two and other and conversions in region one, partially offset by increases in new locations in all three regions, same locations in regions one and three and conversions in region three. The other region amounts in same location represent revenue not specifically identifiable to a region.

Revenue associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative period presented.

Parking services revenue—management contracts. Management contract revenue decreased $6.2 million, or 2.3%, to $262.0 million for the nine months ended September 30, 2016, compared to $268.2 million for the nine months ended September 30, 2015. The decrease in management contract revenue resulted primarily from a decrease of $41.5 million from contract expirations, partially offset by increases of $28.3 million from new locations, $6.8 million from same locations and $0.2 million from locations that converted from lease contracts during the year. Same location revenue increases were primarily due to an increase in other ancillary services revenue and incentive fees.

From a reporting segment perspective, management contract revenue decreased primarily due to decreases in contract expirations in all three regions and same locations in region three and other, partially offset by increases in new locations in all three regions, same locations in regions one and two and conversions in regions one and three. The other region amounts in same location represent revenues not specifically identifiable to a region.

Revenue associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative period presented.

Reimbursed management contract revenue. Reimbursed management contract revenue increased $23.6 million, or 4.6%, to $537.0 million for the nine months ended September 30, 2016, compared to $513.4 million for the nine months ended September 30, 2015. This increase resulted from additional reimbursements for costs incurred on behalf of owners.

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Segment cost of parking services information is summarized as follows (unaudited):



	Nine Months Ended September 30,
	Region One				Region Two				Region Three				Other					Total				Variance
(millions)	2016		2015		2016		2015		2016		2015		2016			2015		2016		2015		Amount			%
Cost of parking services lease contracts:
New locations	$	13.3	$	1.8	$	55.6	$	52.6	$	0.3	$	—	$	—		$	—	$	69.2	$	54.4	$	14.8		27.2	%
Contract expirations	10.6		43.3		0.1		3.3		0.7		1.0		—			—		11.4		47.6		(36.2		)	(76.1	)%
Same locations	251.1		243.1		34.0		34.1		2.1		2.0		(0.1		)	3.4		287.1		282.6		4.5			1.6	%
Conversions	12.0		14.3		—		—		0.7		0.2		—			—		12.7		14.5		(1.8		)	(12.4	)%
Total cost of parking services lease contracts	$	287.0	$	302.5	$	89.7	$	90.0	$	3.8	$	3.2	$	(0.1	)	$	3.4	$	380.4	$	399.1	$	(18.7	)	(4.7	)%
Cost of parking services management contracts:
New locations	$	14.1	$	2.2	$	8.7	$	0.2	$	2.3	$	0.4	$	—		$	—	$	25.1	$	2.8	$	22.3		796.4	%
Contract expirations	3.3		12.8		10.9		30.8		3.5		6.6		—			—		17.7		50.2		(32.5		)	(64.7	)%
Same locations	67.0		64.2		30.9		28.8		20.2		20.3		1.4			1.1		119.5		114.4		5.1			4.5	%
Conversions	0.1		0.1		—		—		0.2		—		—			—		0.3		0.1		0.2			200.0	%
Total cost of parking services management contracts	$	84.5	$	79.3	$	50.5	$	59.8	$	26.2	$	27.3	$	1.4		$	1.1	$	162.6	$	167.5	$	(4.9	)	(2.9	)%

Cost of parking services—lease contracts. Cost of parking services for lease contracts decreased $18.7 million, or 4.7%, to $380.4 million for the nine months ended September 30, 2016, compared to $399.1 million for the nine months ended September 30, 2015. The decrease in cost of parking services for lease contracts resulted primarily from a decrease of $36.2 million from contract expirations and $1.8 million from locations that converted from management contracts, partially offset by increases of $14.8 million from new locations and $4.5 million from same locations. Same location costs increased primarily due to higher rent expense as a result of higher revenue for same locations, partially offset by a lower costs not specifically allocated to regions in other.

From a reporting segment perspective, cost of parking services for lease contracts decreased primarily due to contract expirations in all three regions, same locations in regions two and other and conversions in region one, partially offset by increases in new locations in all three regions, same locations in regions one and three and conversions in region three.

Cost of parking services associated with contract expirations relates to contacts that have expired, however, we were operating the facility in the comparative period presented.

Cost of parking services—management contracts. Cost of parking services for management contracts decreased $4.9 million, or 2.9%, to $162.6 million for the nine months ended September 30, 2016, compared to $167.5 million for the nine months ended September 30, 2015. The decreases in cost of parking for management contracts resulted primarily from a decrease of $32.5 million from contract expirations, partially offset by increases of $22.3 million from new locations, $5.1 million from same locations and $0.2 million from locations that converted from lease contracts. Same location costs increased primarily due to higher costs related to ancillary services, and certain costs not specifically allocated to regions in other.

From a reporting segment perspective, cost of parking services for management contract decreased primarily due to contract expirations in all three regions and same locations in region three, partially offset by increases in new locations in all three regions and same locations in regions one, two and other.

Revenue associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative period presented.

Reimbursed management contract expense. Reimbursed management contract expense increased $23.6 million, or 4.6%, to $537.0 million for the nine months ended September 30, 2016, compared to $513.4 million for the nine months ended September 30, 2015. This increase resulted from additional reimbursements for costs incurred on behalf of owners.

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Segment gross profit/gross profit percentage information is summarized as follows (unaudited):



	Nine Months Ended September 30,
	Region One						Region Two						Region Three						Other						Total						Variance
(millions)	2016			2015			2016			2015			2016			2015			2016			2015			2016			2015			Amount			%
Gross profit lease contracts:
New locations	$	0.1		$	0.2		$	0.8		$	1.1		$	—		$	—		$	—		$	—		$	0.9		$	1.3		$	(0.4	)	(30.8	)%
Contract expirations	0.4			3.3			—			0.1			—			(0.1		)	—			—			0.4			3.3			(2.9		)	(87.9	)%
Same locations	24.1			23.6			3.2			3.2			0.4			0.4			0.1			(3.3		)	27.8			23.9			3.9			16.3	%
Conversions	0.7			1.3			—			—			0.1			—			—			—			0.8			1.3			(0.5		)	(38.5	)%
Total gross profit lease contracts	$	25.3		$	28.4		$	4.0		$	4.4		$	0.5		$	0.3		$	0.1		$	(3.3	)	$	29.9		$	29.8		$	0.1		0.3	%
	(Percentages)
Gross profit percentage lease contracts:
New locations	0.7		%	10.0		%	1.4		%	2.0		%	—		%	—		%	—		%	—		%	1.3		%	2.3		%
Contract expirations	3.6		%	7.1		%	—		%	2.9		%	—		%	(11.1		)%	—		%	—		%	3.4		%	6.5		%
Same locations	8.8		%	8.8		%	8.6		%	8.6		%	16.0		%	16.7		%	—		%	(3,300.0		)%	8.8		%	7.8		%
Conversion	5.5		%	8.3		%	—		%	—		%	12.5		%	—		%	—		%	—		%	5.9		%	8.2		%
Total gross profit percentage	8.1		%	8.6		%	4.3		%	4.7		%	11.6		%	8.6		%	—		%	(3,300.0		)%	7.3		%	6.9		%
Gross profit management contracts:
New locations	$	6.3		$	1.7		$	0.7		$	0.2		$	1.1		$	0.2		$	—		$	—		$	8.1		$	2.1		$	6.0		285.7	%
Contract expirations	0.6			7.2			(1.2		)	0.7			0.7			1.2			—			—			0.1			9.1			(9.0		)	(98.9	)%
Same locations	55.6			54.2			19.2			17.5			7.6			7.8			8.5			9.7			90.9			89.2			1.7			1.9	%
Conversions	0.3			0.2			—			—			—			0.1			—			—			0.3			0.3			—			—	%
Total gross profit management contracts	$	62.8		$	63.3		$	18.7		$	18.4		$	9.4		$	9.3		$	8.5		$	9.7		$	99.4		$	100.7		$	(1.3	)	(1.3	)%

Gross profit percentage management contracts:
New locations	30.9		%	43.6		%	7.4		%	50.0		%	32.4		%	33.3		%	—		%	—		%	24.4		%	42.9		%
Contract expirations	15.4		%	36.0		%	(12.4		)%	2.2		%	16.7		%	15.4		%	—		%	—		%	0.6		%	15.3		%
Same locations	45.4		%	45.8		%	38.3		%	37.8		%	27.3		%	27.8		%	85.9		%	89.8		%	43.2		%	43.8		%
Conversions	75.0		%	66.7		%	—		%	—		%	—		%	100.0		%	—		%	—		%	50.0		%	75.0		%
Total gross profit percentage	42.6		%	44.4		%	27.0		%	23.5		%	26.4		%	25.4		%	85.9		%	89.8		%	37.9		%	37.5		%

Gross profit—lease contracts. Gross profit for lease contracts increased $0.1 million, or 0.3%, to $29.9 million for the nine months ended September 30, 2016, compared to $29.8 million for nine months ended September 30, 2015. Gross profit percentage for lease contracts increased to 7.3% for the nine months ended September 30, 2016, compared to 6.9% for the nine months ended September 30, 2015. Gross profit for lease contracts increased primarily as a result of increases in gross profit for same locations, partially offset by decreases in new locations, contract expirations, and locations that converted from management contracts. Gross profit for same locations increased primarily due to increased revenue related to short-term parking and monthly parker revenue and an overall increase in gross profit in other, partially offset by an increase rent expense as a result of higher lease revenue.

From a reporting segment perspective, gross profit for lease contracts increased primarily from contract expirations in region three, same locations in regions one and other and conversions in region three, partially offset by decreases in new locations in regions one and two and contract expirations in regions one and two and conversions in region one.

Gross profit associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative period presented.

Gross profit—management contracts. Gross profit for management contracts decreased $1.3 million, or 1.3%, to $99.4 million for the nine months ended September 30, 2016, compared to $100.7 million for the nine months ended September 30, 2015. Gross profit percentage for management contracts increased to 37.9% for nine months ended September 30, 2016, compared to 37.5%

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for nine months ended September 30, 2015. The decrease in gross profit for management contracts was primarily a result of decreases in contract expirations, partially offset by an increase in gross profit for new locations and same locations. Gross profit for same locations decreased primarily due a decrease in overall gross profit for other-driven primarily as a result of lower revenue and higher costs not allocated to regions and an increase in costs related to ancillary services, partially offset by higher revenues for ancillary services and incentive fees.

From a reporting segment perspective, gross profit for management contracts decreased primarily due to decreases in contract expirations for all three regions, same locations in region three and other and conversions in region three, partially offset by increases in new locations in all three regions, same locations in regions one and two and conversions in region one.

Gross profit associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative period presented.

General and administrative expenses. General and administrative expenses decreased $7.2 million, or 9.7%, to $67.0 million for the nine months ended September 30, 2016, as compared to $74.2 million for the nine months ended September 30, 2015. The decrease in general and administrative expenses overall was due to a decrease in restructuring, merger and integration costs, including severance and benefit expenses, reductions in compensation and benefit costs and overall better expense control, partially offset by an increase in costs as a result of settling previous litigation with a former indirect controlling shareholder of the Company for $1.5 million, net of insurance recoveries, and the preliminary non-binding settlement of indemnity for adverse consequences with Central's former stockholders of $0.8 million.

Depreciation and amortization. Depreciation and amortization increased $2.4 million, or 9.8%, to $26.8 million for the nine months ended September 30, 2016, as compared to $24.4 million for the nine months ended September 30, 2015. This increase was primarily a result of an increase in amortization and depreciation for investments in information system enhancements and infrastructure.

Interest expense. Interest expense decreased $1.9 million, or 19.0%, to $8.1 million for the nine months ended September 30, 2016, as compared to $10.0 million for the nine months ended September 30, 2015. The decrease in interest expense was primarily related to decreases in average borrowing rates and reductions in amounts outstanding under our Senior Credit Facility and Restated Credit Facility as well as $0.6 million included in interest expense for the nine months ended September 30, 2015 for the write-off of debt discount and debt issuance costs in connection with the Restated Credit Agreement.

Interest income. Interest income was $0.4 million and $0.1 million for the nine months ended September 30, 2016 and 2015, respectively.

Gain on sale of a business. During the nine months ended September 30, 2015, the Company recognized a gain of $0.5 million on the sale of the Company's security business primarily operating in the Southern California market.

Equity in losses from investment in unconsolidated entity. Equity in losses from investment in unconsolidated entity was $1.2 million for the nine months ended September 30, 2016 and 2015.

Income tax expense. Income tax expense increased $6.4 million, or 142.2%, to $10.9 million for the nine months ended September 30, 2016, as compared to $4.5 million for the nine months ended September 30, 2015. Our effective tax rate was 41.0% for the nine months ended September 30, 2016, compared to 21.0% for the nine months ended September 30, 2015. The effective tax rate for the nine months ended September 30, 2015 was less than the effective tax rate for the nine months ended September 30, 2016 due to the 2015 discrete benefit recognized for New York, New York (City of New York) law change. The valuation allowance was reversed in the second quarter of 2015 due to the City of New York law changes enacted April 1, 2015, which resulted in our determination that the future benefit of net operating loss carryforwards was more likely than not to be recognized.

Liquidity and Capital Resources

Outstanding Indebtedness

On September 30, 2016, we had total indebtedness of approximately $214.1 million, a decrease of $11.0 million from December 31, 2015. The $214.1 million in total indebtedness as of September 30, 2016 includes:


▪	$212.3 million under our Restated Credit Facility, net of original discount on borrowings of $1.4 million and deferred financing costs of $1.9 million; and


▪	$1.8 million of other debt obligations, which includes capital lease obligations, obligations on seller notes and other indebtedness.

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Senior Credit Facility

On October 2, 2012, we entered into a credit agreement (“Credit Agreement”) with Bank of America, N.A. ("Bank of America"), as administrative agent, Wells Fargo Bank, N.A. ("Wells Fargo Bank") 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.

Pursuant to the terms, and subject to the conditions, of the Credit Agreement, the lenders made available to us a secured Senior Credit Facility (the “Senior Credit Facility”) that permitted aggregate borrowings of $450.0 million consisting of (i) a revolving credit facility of up to $200.0 million at any time outstanding, which included a letter of credit facility that was limited to $100.0 million at any time outstanding, and (ii) a term loan facility of $250.0 million. The Senior Credit Facility was due to mature on October 2, 2017.

Amended and Restated Credit Facility

On February 20, 2015 (“Restatement Date”), we entered into an Amended and Restated Credit Agreement (the "Restated Credit Agreement") with Bank of America, as administrative agent, an issuing lender and swing-line lender; Wells Fargo Bank, N.A., as an issuing lender and syndication agent; U.S. Bank National Association, First Hawaiian Bank and BMO Harris Bank N.A., as co-documentation agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint book managers; and the lenders party thereto (the “Lenders”). The Restated Credit Agreement reflects modifications to, and an extension of, the Credit Agreement, as described above.

Pursuant to the terms, and subject to the conditions of the Restated Credit Agreement, the Lenders have made available to the Company a senior secured credit facility (the “Restated Credit Facility”) that permits aggregate borrowings of $400.0 million consisting of (i) a revolving credit facility of up to $200.0 million at any time outstanding, which includes a $100.0 million sublimit for letters of credit and a $20.0 million sublimit for swing-line loans, and (ii) a term loan facility of $200.0 million (reduced from $250.0 million). The Company may request increases of the revolving credit facility in an aggregate additional principal amount of $100.0 million. The Restated Credit Facility matures on February 20, 2020.

The entire amount of the term loan portion of the Restated Credit Facility had been drawn by us as of the Restatement Date (including approximately $10.4 million drawn on such date) and is subject to scheduled quarterly amortization of principal as follows: (i) $15.0 million in the first year, (ii) $15.0 million in the second year, (iii) $20.0 million in the third year, (iv) $20.0 million in the fourth year, (v) $20.0 million in the fifth year and (vi) $110.0 million in the sixth year. The Company also had outstanding borrowings of $147.3 million (including $53.4 million in letters of credit) under the revolving credit facility as of the Restatement Date.

Borrowings under the Restated Credit Facility bear interest, at our 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 pricing levels set forth in the Restated Credit Agreement (the “Restatement Applicable Margin”), plus LIBOR or (ii) the Restatement Applicable Margin 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 LIBOR plus 1.0% (the highest of (x), (y) and (z), the “Base Rate”), except that all swing-line loans will bear interest at the Base Rate plus the Applicable Margin.

Under the terms of the Restated Credit Agreement, we are required to maintain a maximum consolidated total debt to EBITDA ratio of not greater than 4.0 to 1.0 as of the end of any fiscal quarter ending during the period from the Restatement Date through September 30, 2015, (ii) 3.75 to 1.0 as of the end of any fiscal quarter ending during the period from October 1, 2015 through September 30, 2016, and (iii) 3.5 to 1.0 as of the end of any fiscal quarter ending thereafter. In addition, the Company is required to maintain a minimum consolidated fixed charge coverage ratio of not less than 1:25:1.0.

Each wholly owned domestic subsidiary of the Company (subject to certain exceptions set forth in the Restated Credit Agreement) has guaranteed all existing and future indebtedness and liabilities of the other guarantors and the Company arising under the Restated Credit Agreement. The Company's obligations under the Restated Credit Agreement and such domestic subsidiaries’ guaranty obligations are secured by substantially all of their respective assets.

We were in compliance with all covenants as of September 30, 2016.

As of September 30, 2016, we had $98.1 million of borrowing availability under the Restated Credit Agreement, of which we could have borrowed $91.4 million on September 30, 2016 and remained in compliance with the above described covenants as of such date. The additional borrowing availability under the Restated Credit Agreement is limited only as of the Company’s fiscal quarter-

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end by the covenant restrictions described above. At September 30, 2016, the Company had $60.1 million of letters of credit outstanding under the Restated Credit Facility, with aggregate borrowings against the Restated Credit Facility of $215.6 million (excluding original discount on borrowings of $1.4 million and deferred financing costs of $1.9 million).

Share Repurchases

In May 2016, our Board of Directors authorized us to repurchase shares of our common stock in the open market of up to $30.0 million in aggregate. During the third quarter of 2016, we repurchased 181,619 shares from third-party shareholders at an average price of $24.62 per share and average commissions of $0.03 per share. The total value of the third quarter transactions was $4.5 million.

At September 30, 2016, 219,519 shares were held as treasury stock with $24.6 million remaining available for repurchase under the May 2016 stock repurchase program.

Commitments and Contingencies

Central Merger

We have contractual provisions under certain lease contracts to complete structural or other improvements to leased properties and incur repair costs, including improvements and repairs arising as a result of ordinary wear and tear, and evaluate the nature of those costs when incurred and either capitalizes the costs as leasehold improvements, as applicable, or recognizes the costs as repair expenses within Cost of parking services—Lease contracts within the Condensed Consolidated Statements of Income.

Certain lease contracts acquired in the Central Merger include provisions allocating to us responsibility for the cost of certain structural and other repairs required to be made to the leased property, including improvement and repair costs arising as a result of ordinary wear and tear. We recorded $0.1 million and $2.1 million during the three months ended September 30, 2016 and 2015, respectively, and $0.4 million and $4.2 million during the nine months ended September 30, 2016 and 2015, respectively, of costs in Cost of parking services—Lease contracts within the Condensed Consolidated Statements of Income for structural and other repair costs related to certain lease contracts acquired in the Central Merger, whereby we have expensed repair costs for certain leases and engaged third-party general contractors to complete certain structural and other repair projects, and other indemnity related costs. We expect to incur additional costs for certain structural and other repair costs pursuant to the contractual requirements of certain lease contracts acquired in the Central Merger (“Structural and Repair Costs”). Based on information available at this time, we currently expect to incur additional Structural and Repair Costs of $0.3 million. While we are unable to estimate with certainty when such remaining costs will be incurred, it is expected that a substantial majority of these costs will be incurred by December 2016. See Note 3. Acquisition for Structural and Repair Costs incurred and related to certain lease contracts acquired in the Central Merger and our settlement on certain costs incurred under the applicable indemnity that were previously determined to be recoverable.

Holten Settlement

In March 2010, John V. Holten, a former indirect controlling shareholder of the Company, filed a lawsuit against us in the United States District Court, District of Connecticut. Mr. Holten was terminated as our chairman in October 2009. The lawsuit alleged breach of his employment agreement and claimed that the agreement entitled Holten to payments worth more than $3.8 million. We filed an answer and counterclaim to Mr. Holten's lawsuit in 2010.

In March 2016, we settled all claims in connection with the original lawsuits ("Holten Settlement"). Per the settlement, we will pay Mr. Holten $3.4 million of which $1.9 million will be recovered by us through our directors and officers liability insurance policies. We recognized an expense, net of insurance recoveries, related to the Holten settlement of $1.5 million for the nine months ended September 30, 2016. The expense is included in General and administrative expense within the Condensed Consolidated Statement of Income.

Interest Rate Swap Transactions

On October 25, 2012, we entered into Interest Rate Swap transactions (collectively, the “Interest Rate Swaps”) with each of JPMorgan Chase Bank, N.A., Bank of America, N.A. and PNC Bank, N.A. in an initial aggregate Notional Amount of $150.0 million (the “Notional Amount”). The Interest Rate Swaps have 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 our credit agreements, originally equal to the Notional Amount at 0.7525% per annum plus the applicable margin rate for LIBOR loans under our credit agreements determined based upon our consolidated total debt to EBITDA ratio. The Notional Amount is subject to scheduled quarterly amortization that coincides with quarterly prepayments of principal under our credit agreements. 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 September 30, 2016, no ineffectiveness of the hedge has been recognized. The fair value of the Interest Rate Swaps at September 30, 2016 was a liability of $0.1 million and is included in Accrued expenses within the Condensed Consolidated Balance Sheet. The fair value of the Interest Rate Swaps at December 31, 2015 was an asset of $0.2 million and is included in the line item "Other assets, net" within the Condensed Consolidated Balance Sheet.

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

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Deficiency Payments

Pursuant to our obligations with respect to the parking garage operations at Bradley International Airport, we are required to make certain deficiency 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 September 30, 2016, we had made $10.4 million of cumulative deficiency repayments from the trustee, net of payments. Deficiency payments made are recorded as increases to cost parking services and the reimbursements are recorded as reductions to cost of 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 of Connecticut or the trustee.

The total deficiency payments (net of payments made), interest and premium received and recorded for the three and nine months ended September 30, 2016 and 2015 (unaudited) are as follows:



	Three Months Ended				Nine Months Ended
(millions)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Deficiency repayments	$	—	$	0.2	$	1.2	$	1.0
Interest	$	0.2	$	0.1	$	0.3	$	0.3
Premium	$	—	$	—	$	0.2	$	0.1

Daily Cash Collections

As a result of day-to-day activity at our parking locations, we collect significant amounts of cash. Lease contract revenue is generally deposited into our local bank accounts, with a portion remitted to our clients in the form of rental payments according to the terms of the leases. Under management contracts, clients may 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 designated bank accounts and the clients then reimburse us for operating expenses and pay our management fee subsequent to month-end or may require segregated bank accounts 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 Restated Credit Facility.

Summary of Cash Flows



	Nine Months Ended
(millions) (unaudited)	September 30, 2016			September 30, 2015
Net cash provided by operating activities	$	30.6		$	19.1
Net cash used in investing activities	$	(9.9	)	$	(7.9	)
Net cash used in financing activities	$	(20.0	)	$	(9.8	)

Operating Activities

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 $30.6 million for the nine months ended September 30, 2016. Cash provided by operating activities for the first nine months of 2016 included $47.3 million from operations; partially offset by changes in operating assets and liabilities that resulted in a use of $16.7 million. The net increase in operating assets and liabilities resulted primarily from (i) an increase in notes and accounts receivable of $15.6 million due to timing of collections; (ii) a net increase in prepaid and other assets of $3.5 million due to prepaid operating expenses and an increase in our deferred tax asset (iii) a $0.4 million net increase in accrued liabilities primarily related to timing of payments and (iv) a $2.0 million increase in accounts payable due to timing of payments to our clients as described under "Daily Cash Collections".

Net cash provided by operating activities totaled $19.1 million for nine months ended September 30, 2015. Cash provided by operating activities for the first nine months of 2015 included $37.5 million from operations; partially offset by changes in operating assets and liabilities that resulted in a use of $18.4 million. The net use of cash in operating assets and liabilities resulted primarily

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from (i) a decrease in accounts payable of $15.4 million that resulted from the reduction of payments owed to our clients that are under management contracts as described under "Daily Cash Collection"; and (ii) a decrease in accrued liabilities of $7.5 million related to timing of payments, including a decrease in deposits from clients, net decreases in income, property, payroll and other local taxes and a decrease in the current portion of insurance reserves, partially offset by a net increase in accrued performance-based compensation; partially offset by (iii) a net decrease in prepaid expenses and other of $2.6 million due to payments on other receivables and a decrease in prepaid expenses, offset by an increase in prepaid property taxes and (iv) a $1.9 million decrease in notes and accounts receivable due to timing of payments from our clients.

Investing Activities

Net cash used in investing activities totaled $9.9 million for the nine months ended September 30, 2016. Cash used in investing activities for the nine months ended September 30, 2016 included (i) $10.8 million for capital investments needed to secure and/or extend lease facilities and investments in information system enhancements and infrastructure and (ii) $2.0 million for cost of contract purchases; offset by (iii) $2.9 million of proceeds from the sale of assets and contract terminations.

Net cash used in investing activities totaled $7.9 million in the nine months ended September 30, 2015. Cash used in investing activities for the nine months ended September 30, 2015 included (i) $6.6 million for capital investments needed to secure and/or extend lease facilities and investments in information system enhancements and infrastructure and (ii) $2.7 million for cost of contract purchases; partially offset by (iii) $0.4 million on proceeds from sale of assets and (iv) $1.0 million of proceeds from the sale of business.

Financing Activities

Net cash used in financing activities totaled $20.0 million in the nine months ended September 30, 2016. Cash used in financing activities for the nine months ended September 30, 2016 included (i) net payments on the Restated Credit Facility revolver of $0.5 million; (ii) $2.6 million of distributions to noncontrolling interest; (iii) $11.2 million for payments on the Restated Credit Facility term loan, (iv) $0.2 million for payments on other long-term borrowings, (v) $0.1 million on payments for debt issuance costs and (vi) $5.4 million on the repurchase of common stock.

Net cash used in financing activities totaled $9.8 million in the nine months ended September 30, 2015. Cash used in financing activities for the nine months ended September 30, 2015 included (i) $0.1 million in contingent payments for an acquired business; (ii) $11.2 million for payments on the Rested Credit Facility term loan; (iii) $0.3 million for payments on other long-term borrowings; (iv) $1.7 million of distributions to noncontrolling interest and (v) $1.4 million for payments of debt issuance and discount on borrowings costs; partially offset by (vi) net proceeds of $4.7 million from the Senior Credit Facility/Restated Credit Facility and (vii) a $0.2 tax benefit from the vesting of restricted stock units.

Cash and Cash Equivalents

We had cash and cash equivalents of $19.3 million and $18.7 million at September 30, 2016 and December 31, 2015, respectively. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements were $0.5 million and $0.9 million as of September 30, 2016 and December 31, 2015, respectively, and are included within Cash and cash equivalents within the Consolidated Balance Sheets.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Form 10-K for the year-ended December 31, 2015.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report, we conducted an evaluation, under supervision and with the participation of management, including the chief executive officer, chief financial officer and corporate controller, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Based upon that evaluation, our chief executive officer, chief financial officer and corporate controller concluded that our disclosure controls and procedures were effective as of September 30, 2016. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in 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 by us in reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls Over Financial Reporting

There have been no significant changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Limitations of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to litigation and other claims 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. In addition, we are subject to various legal proceedings, claims and other matters that arise in the ordinary course of business. In the opinion of management, the amount of the liability, if any, with respect to these matters will not materially affect our condensed consolidated financial statements. We maintain liability insurance coverage to assist in protecting our assets from losses arising from or related to activities associated with business operations.

See Note 2. Commitments and Contingencies and Note 3. Acquisition to the Condensed Consolidated Financial Statements included in Item 1. "Financial Statements" for disclosures related to the Holten Settlement reached in March 2016 and the preliminary non-binding settlement of all outstanding matters relating the Central Merger between the Company and Central's former stockholders reached in September 2016.

Item 1A. Risk Factors

There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases we made during the quarter ended September 30, 2016 of equity securities that are registered by us pursuant Section 12 of the Exchange Act:



(millions, except for share and per share data) (unaudited)	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Approximate Dollar Value of Shares That May Yet be Purchased Under the Plan
(millions, except for share and per share data) (unaudited)	Total Number of Shares Purchased	Average Price Paid per Share
07/01/2016 through 07/31/2016	80,800	$	24.46	80,800	$	27.1
08/01/2016 through 08/31/2016	74,803	24.66		74,803	25.3
09/01/2016 through 09/30/2016	26,016	24.97		26,016	24.6
Total	181,619	$	24.62	181,619	$	24.6

In May 2016, our Board of Directors authorized us to repurchase in the open market shares of our outstanding common stock in an amount not to exceed $30 million.

During the third quarter of 2016, we repurchased 181,619 shares in the open market at an average price of $24.62 per share and average commissions of $0.03 per share. The total value of the third quarter transactions was $4.5 million. At September 30, 2016, 219,519 shares were held as treasury stock.

At September 30, 2016, $24.6 million remained available for repurchase under the May 2016 stock repurchase program. The share repurchase program has no fixed termination date.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

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Not applicable.

Item 6. Exhibits

Index to Exhibits



Exhibit Number		Description

3.1*		Fourth Amended and Restated Bylaws of the Company dated January 1, 2010.
3.1.1*		Amendment to Fourth Amended and Restated Bylaws of SP Plus Corporation effective February 19, 2016.
3.1.2*		Amendment to Fourth Amended and Restated Bylaws of SP Plus Corporation effective August 5, 2016.
31.1*		Section 302 Certification dated November 3, 2016 for G Marc Baumann, Director, President and Chief Executive Officer (Principal Executive Officer).
31.2*		Section 302 Certification dated November 3, 2016 for Vance C. Johnston, Chief Financial Officer and Treasurer (Principal Financial Officer).
31.3*		Section 302 Certification dated November 3, 2016 for Kristopher H. Roy, Senior Vice President, Corporate Controller and Assistant Treasurer (Principal Accounting Officer).
32**		Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 3, 2016.
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

* Filed herewith

** Furnished herewith

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SIGNATURES

Pursuant to the requirements 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.



	SP PLUS CORPORATION

Dated: November 3, 2016	By:	/s/ G MARC BAUMANN
		G Marc Baumann
		Director, President and Chief Executive Officer
		(Principal Executive Officer)

Dated: November 3, 2016	By:	/s/ VANCE C. JOHNSTON
		Vance C. Johnston
		Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

Dated: November 3, 2016	By:	/s/ KRISTOPHER H. ROY
		Kristopher H. Roy
		Senior Vice President, Corporate Controller
		and Assistant Treasurer
		(Principal Accounting Officer and Duly Authorized Officer)

Exhibit

Exhibit 3.1

FOURTH

AMENDED AND RESTATED

BYLAWS

STANDARD PARKING CORPORATION

January 21, 2010

Article I

Offices

Section 1.01 Registered Office. The registered office of Standard Parking Corporation (the “Corporation”) required by the General Corporation Law of Delaware to be maintained in the State of Delaware shall be fixed in the Corporation’s Second Amended and Restated Certificate of Incorporation, as may be further amended from time to time (the “Certificate of Incorporation”).

Section 1.02 Principal and Other Offices. The principal and other offices of the Corporation may be, within or without the State of Delaware as the business of the Corporation may require from time to time.

Article II

Stockholders

Section 2.01 Annual Meeting. The annual meeting of the stockholders (the “Annual Meeting”) shall be held on such date as determined by the Board of Directors (the “Board”), at such hour as shall be designated in the notice of the meeting for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. If the day fixed for the Annual Meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any Annual Meeting, or at any adjournment thereof, the Board shall cause the election to be held at a meeting of the stockholders as soon thereafter as convenient.

Section 2.02 Special Meetings. Any meeting of the stockholders other than the Annual Meeting shall be a “Special Meeting” of the stockholders. A Special Meeting may be called by the Chairperson of the Board alone, or by the Board pursuant to a resolution adopted by a majority of the directors on the Board.

Section 2.03 Place of Meeting. The Board may designate any place, either within or without the State of Delaware, as the place of meeting for any Annual Meeting or for any Special Meeting called pursuant to Section 2.02 of these Bylaws. If no designation is made, or if a Special Meeting is otherwise called, the place of meeting shall be at the principal executive office of the Corporation, except as otherwise provided in Section 2.05 of these Bylaws. The Board may, in its sole discretion, determine that a meeting or meetings of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized and in the manner set forth in paragraph (a)(2) of Section 211 of the Delaware General Corporation Law (“DGCL”).

Section 2.04 Notice of Meeting. Written or printed notice stating the place, if any, day, hour of the meeting, and means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at stockholder meetings, and in the case of a special meeting, the purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, or in the case of a merger or consolidation not less than twenty (20) nor more than sixty (60) days before the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at such stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. Stockholders may consent to receiving electronic delivery of notice of stockholder meetings, subject to the limitations found in Section 232 of the DGCL. Any waiver of notice of a stockholder meeting may be given by electronic transmission in the manner set forth in Section 229 of the DGCL.

Section 2.05 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten (10) days, or in the case of a merger or consolidation, at least twenty (20) days, immediately preceding such meeting. In lieu of closing the stock transfer books, the Board may fix in advance a date as the record date for any such determination of stockholders entitled to notice of a meeting, such date in any case to be not more than (60) sixty days and, for a meeting of stockholders, not less than ten (10) days, or in the case of a merger or consolidation, not less than twenty (20) days, immediately preceding such meeting. The Board may also, at the same time it fixes a date for determining stockholders entitled to notice of a meeting of stockholders, fix a date as the record date for any such determination of stockholders entitled to vote at such meeting, such date to occur on or before the date of such meeting. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.

Section 2.06 Voting Lists. The officer or agent having charge of the transfer books for shares of the Corporation shall make at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each. Such list need not include electronic mail addresses or other electronic contact information and shall be open to the examination of any stockholder for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 2.07 Quorum and Manner of Acting.

2.07.1 Quorum. The holders of shares having a majority of the voting power of the capital stock of the Corporation issued and outstanding and entitled to vote at such meeting, represented in person or by proxy, shall constitute a quorum at any meeting of stockholders; provided, that if shares having less than a majority of the voting power of the capital stock of the Corporation are represented at said meeting, then shares having a majority of the voting power of all shares so represented may adjourn the meeting from time to time without further notice. Where a separate vote by class or classes is required, a majority of the shares of such class or classes in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.

2.07.2 Manner of Acting. In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number or voting by classes

is required by the DGCL or the Certificate of Incorporation. Directors shall be elected by a plurality of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

Section 2.08 Proxies. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law and filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided that, such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Section 2.09 Order of Business at Annual Meeting. At any Annual Meeting, only such business shall be conducted as shall have been brought before the Annual Meeting (i) by or at the direction of the Board, or (ii) by any stockholder (a “Proposing Stockholder”) who complies with the procedures set forth in this Section 2.09. For business properly to be brought before an Annual Meeting by a stockholder, the Proposing Stockholder must have given timely notice thereof (the “Proposal Notice”) in proper written form to the Secretary of the Corporation as specified in Sections 2.09.1 and 2.09.2, and such business must meet the criteria specified in Section 2.09.3.

2.09.1 Timely Proposal Notice. To be timely, a Proposal Notice must be delivered to the Secretary at the principal executive offices of the Corporation no later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the anniversary date of the preceding year’s Annual Meeting.

2.09.2 Proper Form of Proposal Notice. To be in proper written form, a Proposal Notice shall set forth in writing as to each matter the Proposing Stockholder proposes to bring before the Annual Meeting: (i) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting; (ii) any material interest of the Proposing Stockholder in such business, and (iii) the Stockholder Identifying Information, as specified in Section 2.09.5. The Proposing Stockholder shall supplement or update the Proposal Notice by further written notices to the Secretary as necessary through and including the date of the Annual Meeting so that it is accurate as of the date of the Annual Meeting.

2.09.3 Proposals Involving Stockholder Director Candidates. If the Proposing Stockholder is recommending or proposing one or more candidates for election to the Board, then the provisions of Section 3.15.2 shall govern the submission of such recommendation or proposal.

2.09.4 Additional Criteria for Valid Proposal Notice. The Secretary shall not accept, and shall consider ineffective, a Proposal Notice (i) that does not comply with this Section 2.09, (ii) that relates to an item of business to be transacted at such meeting that is not a proper subject for stockholder action under applicable law, (iii) that relates to an item of business (other than the election of directors) that is identical or substantially similar to an item of business (a “Similar Item”) for which a record date was previously fixed and such Proposal Notice is delivered between the time beginning on the 61st day after such previous record date and ending on the one-year anniversary of such previous record date, (iv) if a Similar Item will be submitted for stockholder approval at any stockholder meeting to be held on or before the 90th day after the Secretary receives such Proposal Notice, or (v) if a Similar Item has been presented at the most recent Annual Meeting or at any Special Meeting held within one year prior to receipt by the Secretary of such Proposal Notice. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an Annual Meeting except in accordance with the procedures set forth in this Section 2.09. The chairperson of an Annual

Meeting shall, if the facts warrant, determine and declare to the Annual Meeting that business was not properly brought before the Annual Meeting in accordance with the provisions of this Section 2.09 and, if he should so determine, he shall so declare to the Annual Meeting and any such business not properly brought before the Annual Meeting shall not be transacted. Except for proposals properly made in accordance with Rule 14a-8 or any other rules and regulations related to proposals of security holders under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”), and included in the notice of meeting given by or at the direction of the Board, this Section 2.09 shall be the exclusive means for a stockholder to propose business to be brought before an Annual Meeting.

2.09.5 Stockholder Identifying Information. As used in these Bylaws, the term “Stockholder Identifying Information” shall mean the following information to be provided to the Secretary of the Corporation in writing and updated or supplemented in writing to the Secretary as necessary through and including the date of the applicable stockholders meeting so that it is accurate as of the date of such meeting: (i) the name and principal business address of the stockholder, and if different, the address for notices to such stockholder; (ii) if the stockholder does not have a current report on Form 13D filed with the Securities and Exchange Commission, such information about the stockholder that would be included on a Form 13D, and (iii) a description of (a) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (b) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Corporation, (c) any short interest in any security of the Corporation (for purposes of these Bylaws a person shall be deemed to have a short interest in a security if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security) directly or indirectly owned beneficially by such stockholder, (d) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (e) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (f) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household.

Section 2.10 Informal Action by Stockholders. Any action required to be taken at any Annual Meeting or Special Meeting, or any other action which may be taken at any Annual Meeting or Special Meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who would have been entitled to notice of the meeting in which the action was taken and who have not consented in writing. Written consent includes the use of telegram, cablegram, or other electronic transmission as described in Section 219 of the DGCL. Unless the Board waives this requirement, any such electronic transmission shall be reproduced

in paper form and delivered to the Corporation’s registered office, principal place of business or its officer or agent having custody of the book in which proceeding of meetings of stockholders are recorded.

Section 2.11 Voting by Ballot and Proxy. Voting on any question or in any election at any meeting may be by voice vote unless the presiding officer shall order or any stockholder shall demand that voting be by ballot or proxy. When counting written ballots and proxies to determine their validity, inspectors of election may rely on any verification information required of stockholders voting electronically. Written ballots and proxies include those submitted electronically as set forth in paragraph (e) of Section 211 of the DGCL.

Article III

Directors

Section 3.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board.

Section 3.02 Number, Tenure and Qualification. The number of directors of the Corporation shall be fixed by the Certificate of Incorporation. The exact number of directors may be fixed from time to time as set forth in the Certificate of Incorporation. Each director shall hold office until the next annual meeting of stockholders or until his successor shall have been duly elected and qualified. Directors need not be residents of Delaware or stockholders of the Corporation.

Section 3.03 Regular Meetings. A regular meeting of the Board shall be held without other notice than these Bylaws, immediately after, and at the same place, if any, as the annual meeting of stockholders. The Board may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of additional regular meetings without other notice than such resolution. The independent directors of the Corporation will have regularly scheduled meetings at which only independent directors may be present. Notice of such meetings shall be provided as set forth in Section 3.05 below.

Section 3.04 Special Meetings. Special meetings of the Board may be called by the Chairperson of the Board alone or by any three directors on the Board. The person or persons authorized to call special meetings of the Board may fix any place, if any, either within or without the State of Delaware, as the place for holding any special meeting of the Board called by them.

Section 3.05 Notice. Notice of any special meeting shall be given at least 24 hours prior thereto by written notice delivered personally, by courier or mailed to each director at such director’s business address, or by telegram, facsimile or electronic mail. If notice is given by courier, such notice shall be deemed to be delivered one (1) business day following deposit with the courier. If mailed, such notice shall be deemed to be delivered two (2) days following deposit in the United States mail. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice is given by facsimile or electronic mail, such notice shall be deemed to be delivered on the day of transmission if transmitted during the recipient’s normal business hours or one (1) business day following transmission if transmitted after business hours. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section 3.06 Quorum. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.07 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.08 Vacancies. Any vacancy occurring in a directorship and any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board based upon the recommendation of the Nominating and Corporate Governance Committee, or by stockholders if such vacancy was caused by the removal of a director by the action of the holders of Common Stock, in which event such vacancy may not be filled by the Board. Any director elected to such vacancy shall hold office until the next annual meeting of stockholders.

Section 3.09 Resignations. Any director of the Corporation may resign at any time by giving notice in writing or by electronic transmission (as such term is defined in subsection (c) of Section 232 of the DGCL) to the Board, the Chairperson, if any, the chief executive officer, the president, the chief financial officer or the secretary of the Corporation. Such resignation shall take effect at the time specified therein and, unless tendered to take effect upon acceptance thereof, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.10 Removal of Directors. Any director or the entire Board of this Corporation may be removed with or without cause at any annual or special meeting of stockholders by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 3.11 Expenses of Attendance; Excess Compensation. By resolution of the Board, the directors may be paid their expenses, if any, of attendance at each meeting of the Board. In the event the Internal Revenue Service shall deem any compensation (including any fringe benefit) paid to a director to be unreasonable or excessive, such director must repay to the Corporation the excess over what is determined by the Internal Revenue Service to be reasonable compensation, with interest on such excess at the minimum applicable federal rate, within ninety days after notice from the Corporation.

Section 3.12 Presumption of Assent. A director of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless such director’s dissent shall be entered in the minutes of the meeting or unless such director shall file such director’s written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.13 Informal Action by Board. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee consent thereto in writing or by electronic transmission (as such term is defined in subsection (c) of Section 232 of the DGCL), and the writing(s) or electronic transmissions(s) are filed with the minutes of proceedings of the Board or committee thereof. Such filing(s) shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 3.14 Participation by Conference Telephone. Members of the Board or of any committee designated by the Board may participate in a meeting of such Board or committee by means of conference

telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 3.15 Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, or in these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation by the Board, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and, unless the Board, Bylaws or Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a Certificate of Ownership and Merger.

Section 3.15.1 Nominating and Corporate Governance Committee. The Board shall establish a Nominating and Corporate Governance Committee authorized to (i) identify individuals qualified to become directors and recommend to the full Board the director nominees for each annual meeting of the Corporation’s stockholders; (ii) recommend to the full Board director nominees qualified to fill any vacancy on the Board occurring for any reason; (iii) recommend to the full Board directors to serve on each committee of the Board; and (iv) develop, recommend to the Board and assess corporate governance policies. The Nominating and Corporate Governance Committee shall consist of three (3) or more directors who shall be appointed by the Board. Members of the Nomination and Corporate Governance Committee shall qualify as “independent directors” as and to the extent required, and shall possess such other knowledge and background as may be required, under applicable law and the applicable NASDAQ Stock Market rules and requirements. The Board shall adopt a charter for the Nominating and Corporate Governance Committee setting out more fully the duties and powers of the Nominating and Corporate Governance Committee.

Section 3.15.2. Stockholder Nominating Procedures. A stockholder may recommend a director nominee for consideration by the Nominating and Corporate Governance Committee by complying with the procedures adopted by the Nominating and Corporate Governance Committee. In lieu of making a recommendation of a director nominee for consideration by the Nominating and Corporate Governance Committee, a stockholder may seek to directly nominate candidates for an election of directors at an Annual Meeting or Special Meeting called for the purpose of electing one or more directors to the Board only by providing timely notice in writing to the Secretary of the Corporation. To be timely for an Annual Meeting, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation no later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the anniversary date of the preceding year’s Annual Meeting. To be timely for a Special Meeting, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the date of the special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such

meeting. Such stockholder’s notice shall set forth (i) as to each person whom the stockholder proposes to nominate for election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) any other information that the Corporation customarily solicits from its director candidates to determine their eligibility and fitness for Board service, including by way of example director questionnaires and background checks, together with copies of any such documents and authorizations that require completion by the proposed candidate; and (iii) as to the stockholder giving notice, the Stockholder Identifying Information. At the request of the Board any person nominated by the Board for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee. Except for proposals properly made in accordance with Exchange Act rules and regulations regarding nominations by stockholders, and included in the notice of meeting given by or at the direction of the Board, this Section 3.15.2 shall be the exclusive means for a stockholder to recommend or propose director nominees.

Section 3.15.3 Compensation Committee. The Board shall establish a Compensation Committee whose principal duties shall be to provide assistance to the Board in fulfilling their responsibility to the stockholders to ensure that the Corporation’s officers, executives, and Board members are compensated in accordance with the Corporation’s total compensation objectives and executive compensation policy. The Compensation Committee shall (i) review and determine compensation policies, strategies, pay levels and forms of compensation necessary to support organizational objectives; (ii) review and determine bonuses for officers and other employees, (iii) review and determine stock-based compensation, and (iv) produce an annual report on executive compensation for inclusion in the Corporation’s proxy statement, or, if the Corporation does not file a proxy statement, in its annual report filed on Form 10-K with the SEC, in accordance with applicable rules and regulations. The Compensation Committee shall consist of three (3) or more directors who shall be appointed by the Board. Members of the Compensation Committee shall qualify as “independent directors” as and to the extent required, and shall possess such other knowledge and background as may be required, under applicable law and the applicable NASDAQ Stock Market rules and requirements. The Board shall adopt a charter for the Compensation Committee setting out more fully the duties and powers of the Compensation Committee.

Section 3.15.4 Audit Committee. The Board shall establish an Audit Committee to (i) be directly responsible for the appointment, compensation and oversight over the work of the Corporation’s public accountants; (ii) oversee the accounting and financial reporting processes of the Corporation and the audit of the financial statements of the Corporation; (iii) prepare the report required by the rules of the Securities and Exchange Commission to be included in the Corporation’s annual proxy statement., and (iv) review and approve related party transactions. The Audit Committee shall consist of three (3) or more directors who shall be appointed by the Board. Members of the Audit Committee shall qualify as “independent directors” as and to the extent required, and shall possess such other knowledge and background as may be required, under applicable law and the applicable NASDAQ Stock Market rules and requirements. The Board shall adopt a charter for the Audit Committee setting out more fully the duties, powers and member qualifications of the Audit Committee.

Article IV

Officers

Section 4.01 Number. The executive officers of the Corporation shall be, at minimum, a Chief Executive Officer, President, a Chief Financial Officer, a Secretary and a Treasurer. The Board may also choose a Chairperson of the Board and such Vice Presidents (the number thereof to be determined by the

Board), Assistant Treasurers, Assistant Secretaries or other officers as may be elected or appointed by the Board. If more than one Vice President is elected or appointed, only Executive Vice Presidents, if any, shall be deemed to be executive officers of the Corporation. Any two or more offices may be held by the same person.

Section 4.02 Election and Terms of Office. The officers of the Corporation shall be elected annually by the Board at the first meeting of the Board held after each annual meeting of stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.03 Removal. Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.04 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, or because of the creation of an office, may be filled by the Board for the unexpired portion of the term.

Section 4.05 Chairperson. The Chairperson of the Board, if one is appointed, the Chief Executive Officer, if one is appointed, or the President shall preside at all meetings of the stockholders and of the Board and shall see that orders and resolutions of the Board are carried into effect. He or she shall have concurrent power with the Chief Executive Officer, if any, and the President to sign bonds, mortgages, certificates for shares and other contracts and documents, whether or not under the seal of the Corporation except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board or by these Bylaws to some other officer or agent of the Corporation. The Chairman of the Board shall perform such duties as the Board may from time to time prescribe.

Section 4.06 Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation, unless otherwise provided by the Board. He or she may sign bonds, mortgages, certificates for shares and all other contracts and documents whether or not under the seal of the Corporation except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board or by these Bylaws to some other officer or agent of the Corporation. He or she shall have general powers of supervision and shall be the final arbiter of all differences between officers of the Corporation and his or her decision as to any matter affecting the Corporation shall be final and binding as between the officers of the Corporation subject only to its Board.

Section 4.07 President. If no Chief Executive Officer is appointed, or in the absence of the Chief Executive Officer, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. He or she shall have concurrent power with the Chief Executive Officer to sign bonds, mortgages, certificates for shares and other contracts and documents, whether or not under the seal of the Corporation except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board or by these Bylaws to some other officer or agent of the Corporation. In general, he or she shall perform all duties incident to the office of President and such other duties as the Chief Executive Officer or the Board may from time to time prescribe.

Section 4.08 Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Board may classify any Vice President as an Executive Vice President, Senior Vice President, Vice President or Assistant Vice President, or any other designation as the Board may from time to time determine. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation, and shall perform such other duties as from time to time may be assigned to him by the President or by the Board.

Section 4.09 Chief Financial Officer. The Chief Financial Officer shall be the principal financial officer of the Corporation, and shall (a) have charge and custody of, and be responsible for, all funds and securities of the Corporation; (b) deposit all funds and securities of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with these Bylaws; (c) from time to time prepare or cause to be prepared and render financial statements of the Corporation at the request of the Chief Executive Officer, the President, the Chairman of the Board, if any, or the Board; and (d), in general, perform all duties incident to the office of Chief Financial Officer and such other duties as from time to time may be prescribed by the Chairman of the Board, if any, the Chief Executive Officer, the President or the Board; provided, however, that in connection with the election of the Chief Financial Officer, the Board may limit in any manner the duties (other than those specified in clauses (a) through (d) hereof) which may be prescribed to be performed by the Chief Financial Officer by the Chairman of the Board, if any, the Chief Executive Officer and/or the President.

Section 4.10 Principal Accounting Officer. The Principal Accounting Officer shall be the principal accounting officer of the Corporation, and shall (a) keep or cause to be kept correct and complete books and records of account including a record of all receipts and disbursements; (b) from time to time prepare or cause to be prepared and render financial statements of the Corporation at the request of the Chief Executive Officer, the President, the Chairman of the Board, if any, or the Board; and (c), in general, perform all duties incident to the office of Principal Accounting Officer and such other duties as from time to time may be prescribed by the Chairman of the Board, if any, the Chief Executive Officer, the President or the Board.

Section 4.11 Treasurer. If no Chief Financial Officer is appointed, or in his or her absence or in the event of his or her inability or refusal to act, the Treasurer shall perform the duties of the Chief Financial Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Financial Officer. He or she shall, in general, perform all the duties incident to the office of Treasurer and such other duties and have such other powers as the Chief Executive Officer, the President or the Board may from time to time prescribe.

Section 4.12 Secretary. The Secretary shall: (a) keep the minutes of the stockholders’ and of the Board’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; (d) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) sign with the President, or a Vice President, certificates for shares of the Corporation, the issue of which shall have been authorized by resolution of the Board; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board.

Section 4.13 Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers shall respectively, if required by the Board, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine. The Assistant Secretaries as thereunto authorized by the Board, may sign with the President or a Vice President, certificates for shares of the Corporation, the issue of which shall have been authorized by a resolution of the Board. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board.

Section 4.14 Salaries. The salaries of the executive officers shall be determined or recommended to the Board for determination from time to time by the Compensation Committee (or independent directors constituting a majority of the Board’s independent directors in a vote in which only independent directors participate) and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation. In the event that the Internal Revenue Service shall deem any compensation (including any fringe benefit) paid to an officer to be unreasonable or excessive, such officer must repay to the Corporation the excess over what is determined by the Internal Revenue Service to be reasonable compensation, with interest on such excess at the minimum applicable federal rate, within 90 days after notice from the Corporation.

Article V

Indemnification of Officers and Directors

Section 5.01 Indemnification of Officers and Directors. As provided in the Certificate of Incorporation:

Section 5.01.1 Right to Indemnification. The Corporation shall, to the fullest extent permitted by the provisions of Section 145 of the DGCL, as the same may be amended and supplemented (“Section 145”), indemnify any director or officer of the Corporation whom it shall have the power to indemnify under said section (each a “Covered Person”) from and against any and all of the expenses, liabilities, or other matters referred to in or covered by Section 145 (“Covered Matter”).

Section 5.01.2 Authorization of Indemnification. Notwithstanding Section 5.01.1, the Corporation shall indemnify a Covered Person only as authorized in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances because such Covered Person has met the applicable standard of conduct set forth in Section 145. Such determination shall be made, with respect to a Covered Person who is a director or officer at the time of such determination, (1) by the Board by a majority vote of directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders of the Corporation.

Section 5.01.3 Advancement of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director in defending any Covered Matter may be paid by the Corporation in advance of the final disposition of such Covered Matter upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Corporation as authorized in this Article V. Such expenses (including attorneys’ fees) incurred by former directors and officers or other Covered Persons may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 5.01.4 Non-Exclusive Rights. The indemnification and advancement of expenses provided by or granted pursuant to this Section 5.01 shall not be deemed exclusive of any other rights to which Covered Persons may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 5.01.5 Amendment or Repeal. Any repeal or modification of this Section 5.01 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification. The indemnification and advancement of expenses provided by or granted pursuant to this Section 5.01, unless otherwise provided when authorized or ratified, shall continue as to a Covered Person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 5.01.6 Amendment or Modification of Article V. Notwithstanding anything contained in the Certificate of Incorporation or these Bylaws to the contrary, the affirmative vote of the holders of at least a majority of the voting power of the then outstanding capital stock of the Corporation, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with this Article V.

Section 5.02 Elimination of Certain Liability of Directors. As provided for in the Certificate of Incorporation of the Corporation, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize the further elimination or limitation of liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by an amended DGCL. Any repeal or modification of this Section 5.02 by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

Article VI

Capital Stock

Section 6.01 Certificates for Shares. The interest of each shareholder of the Corporation shall be evidenced by certificates or by registration in book-entry accounts without certificates for shares of stock in such form as the appropriate officers of the Corporation may from time to time prescribe.

Section 6.02 Execution and Issuance of Certificates of Stock. Every holder of stock represented by certificates shall be entitled to a certificate. Such certificates shall be signed by the Chief Executive Officer, President or a Vice President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person where such officer, transfer agent or registrar at the date of issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the Corporation.

Section 6.03 Transfers. Subject to any restrictions on transfer and unless otherwise provided by the Board, transfers of shares of the Corporation shall be made on the books of the Corporation, in the case of certificated shares, by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares; and in the case of uncertificated shares, by appropriate book-entry procedures upon the receipt of proper transfer instructions from the registered owner of the uncertificated shares in such form as the Corporation or its transfer agent may reasonably require.

Section 6.04 Record Ownership. The Corporation shall be entitled to treat the person in whose name any share, right or option is registered as the owner thereof, for all purposes, and shall not be bound to recognize any equitable or other claim to or interest in such share, right or option on the part of any other person, whether or not the Corporation shall have notice thereof, except as otherwise provided by Delaware law.

Section 6.05 Lost, Stolen or Destroyed Stock Certificates. In the case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate or certificates may be issued in place thereof or the shares may be recorded in a book-entry account, upon such terms as the Board may prescribe, including the requirement that a bond be delivered to the Corporation upon such terms and indemnity to the Corporation and the transfer agent for the Corporation and secured by such surety as the Board shall deem fit.

Section 6.06 Transfer Agent. The Board may appoint a transfer agent and one or more co-transfer agents and registrar and one or more co-registrars and may make or authorize such agent to make all such rules and regulations deemed expedient concerning the issue, transfer and registration of all shares of stock.

Article VII

Fiscal Year

The fiscal year of the Corporation shall begin on the first day of January in each year and end on the last day of December in each year.

Article VIII

Dividends

The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation.

Article IX

Seal

The Board may approve a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words, “Corporate Seal, Delaware.”

Article X

Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of these Bylaws or under the provisions of the Certificate of Incorporation or under the provisions of the DGCL law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XI

Amendments to the Bylaws

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by unanimous written consent of the Board or at any meeting of the Board by a majority of the directors present at the meeting, subject to the power of the stockholders holding a majority of the voting power of the Corporation’s capital stock to alter or repeal Bylaw amendments made by the Board.

Exhibit

EXHIBIT 3.1.1

RESOLUTIONS AMENDING CORPORATE NAME IN THE COMPANY’S

FOURTH AMENDED AND RESTATED BYLAWS

WHEREAS, the name of the corporation was changed on December 2, 2013 to SP Plus Corporation;

WHEREAS, the Fourth Amended and Restated Bylaws of the corporation, dated January 21, 2010 (the “Bylaws”), still reference “Standard Parking Corporation”, the prior name of the corporation;

WHEREAS, Article IX of the Bylaws permits amendments to the Bylaws at any meeting of the Board by a majority of the directors present at the meeting;

NOW THEREFORE, it is hereby RESOLVED: that the title of the Bylaws shall be amended and restated as follows: “FOURTH AMENDED AND RESTATED BYLAWS OF SP PLUS CORPORATION”;

AND, FURTHER, RESOLVED that the reference in Section 1.01 of the Bylaws to “Standard Parking Corporation” shall be amended to “SP Plus Corporation.”

Exhibit

Exhibit 3.1.2

Article XII

Forum for Adjudication of Certain Disputes

Section 12.01 Sole and Exclusive Forum in Delaware. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware General Corporation Law, the Corporation’s certificate of incorporation or these Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine shall, to the fullest extent permitted by applicable law, be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court having personal jurisdiction over the indispensable parties named as defendants. Any person or entity owning, purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.

Section 12.02. Foreign Actions. If any action, the subject matter of which is within the scope of Section 12.01 above, is filed in a court other than the Court of Chancery of the State of Delaware, another court of the State of Delaware or the federal district court for the District of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware, the other courts of the State of Delaware and the federal district court for the District of Delaware in connection with any action brought in any such court to enforce Section 12.01 above (an “Enforcement Action”) and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Section 12.03. Severability. If any provision or provisions of this Article XII shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XII (including, without limitation, each portion of any sentence of this Article XII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

Exhibit

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, G Marc Baumann, certify that:

1. I have reviewed this Form 10-Q of SP Plus Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	By:	/s/ G MARC BAUMANN
		G Marc Baumann
		Director, President and Chief Executive Officer
Date: November 3, 2016		(Principal Executive Officer)

Exhibit

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Vance C. Johnston, certify that:

1. I have reviewed this Form 10-Q of SP Plus Corporation;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	By:	/s/ VANCE C. JOHNSTON
		Vance C. Johnston
		Executive Vice President, Chief Financial Officer and Treasurer
Date: November 3, 2016		(Principal Financial Officer)

Exhibit

Exhibit 31.3

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Kristopher H. Roy, certify that:

1. I have reviewed this Form 10-Q of SP Plus Corporation;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	By:	/s/ KRISTOPHER H. ROY
		Kristopher H. Roy
		Senior Vice President, Corporate Controller
		and Assistant Treasurer
		(Principal Accounting Officer and Duly Authorized Officer)
Date: November 3, 2016

Exhibit

Exhibit 32

Certification pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of SP Plus Corporation (the “Company”) for the quarterly period ending September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ G MARC BAUMANN
	Name:	G Marc Baumann

	Title:	Director, President and Chief Executive Officer
		(Principal Executive Officer)
Date: November 3, 2016



	/s/ VANCE C. JOHNSTON
	Name:	Vance C. Johnston

	Title:	Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)
Date: November 3, 2016



	/s/ KRISTOPHER H. ROY
	Name:	Kristopher H. Roy

	Title:	Senior Vice President, Corporate Controller
		and Assistant Treasurer
		(Principal Accounting Officer and Duly Authorized Officer)
Date: November 3, 2016

This certification shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act. Such certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.