☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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.

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).

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each class of Common Stock as of ~~November 2, 2017:~~October 28, 2022:

Shares of Common Stock, $0.01 par value per share: ~~118,204,246~~114,981,165 shares outstanding.

The accompanying notes are an integral part of these consolidated financial statements.

							Additional						Total
	Common Stock						Paid-in			Accumulated			Stockholders'			Stockholders' Equity
	Shares			Par Value			Capital			Deficit			Equity									Additional						Total
Balance as of December 31, 2016		117,554		$	1,176		$	1,780,350		$	(322,563	)	$	1,458,963
																Common Stock						Paid-in			Accumulated			Stockholders'
																Shares			Par Value			Capital			Deficit			Equity
Balance as of December 31, 2021																	120,285		$	1,203		$	1,869,955		$	(498,690	)	$	1,372,468
Net income		—			—			—			136,700			136,700			—			—			—			19,003			19,003
Retirement of common stock		(175	)		(2	)		(5,816	)		—			(5,818	)		(518	)		(5	)		(5,139	)		—			(5,144	)
Dividends declared on common stock ($1.26 per share)		—			—			—			(150,206	)		(150,206	)
Dividends on RSUs																	—			—			—			(77	)		(77	)
Restricted stock compensation, net of forfeitures		—			—			12,203			—			12,203			—			—			5,267			—			5,267
Restricted stock grants		509			5			(5	)		—			—			1,819			18			(18	)		—			—
Stock options exercised		303			3			6,836			—			6,839
Balance as of September 30, 2017		118,191		$	1,182		$	1,793,568		$	(336,069	)	$	1,458,681
Balance as of March 31, 2022																	121,586		$	1,216		$	1,870,065		$	(479,764	)	$	1,391,517
Net income																	—			—			—			10,562			10,562
Retirement of common stock																	(2,985	)		(30	)		(37,569	)		—			(37,599	)
Forfeiture of dividends on RSUs																	—			—			—			7			7
Restricted stock compensation, net of forfeitures																	—			—			4,453			—			4,453
Restricted stock grants																	19			—			—			—			—
Balance as of June 30, 2022																	118,620		$	1,186		$	1,836,949		$	(469,195	)	$	1,368,940
Net income																	—			—			—			68,318			68,318
Retirement of common stock																	(3,635	)		(36	)		(37,069	)		—			(37,105	)
Forfeiture of dividends on RSUs																	—			—			—			35			35
Restricted stock compensation, net of forfeitures																	—			—			1,987			—			1,987
Restricted stock grants																	(4	)		—			—			—			—
Balance as of September 30, 2022																	114,981		$	1,150		$	1,801,867		$	(400,842	)	$	1,402,175

The accompanying notes are an integral part of these consolidated financial statements.

1.	~~ORGANIZATION AND OPERATIONS~~

ORGANIZATION AND OPERATIONS

CoreCivic, Inc. (together with its subsidiaries, the "Company" or "CoreCivic") is ~~one of~~ the nation's largest ~~owners~~owner of partnership correctional, detention, and residential reentry facilities and one of the largest prison operators in the United ~~States.~~States ("U.S."). The Company also believes it is the largest private owner of real estate used by government agencies in the U.S. Through three ~~business offerings,~~ segments, CoreCivic Safety, CoreCivic ~~Properties,~~Community, and CoreCivic ~~Community,~~Properties, the Company provides a broad range of solutions to government partners that serve the public good through ~~high-quality~~ corrections and detention management, ~~innovative and cost-saving government real estate solutions, and~~ a ~~growing~~ network of residential reentry centers to help address America's recidivism ~~crisis.~~crisis, and government real estate solutions. As of September 30, ~~2017,~~2022, through its CoreCivic ~~owned and managed 67 correctional, detention, and residential reentry facilities, and managed an additional seven~~Safety segment, the Company operated 45 correctional and detention facilities, 40 of which the Company owned, ~~by its government partners,~~ with a total design capacity of approximately ~~77,600 beds in 19 states.~~68,000 beds. Through its CoreCivic Community segment, the Company owned and operated 24 residential reentry centers with a total design capacity of approximately 5,000 beds. In addition, ~~as of September 30, 2017,~~through its CoreCivic Properties segment, the Company owned 128 properties ~~leased~~for lease to ~~third-parties~~third parties and used by government agencies, totaling ~~1.1~~1.8 million square ~~feet in five states.~~feet.

In addition to providing fundamental residential services, CoreCivic's correctional, detention, and reentry facilities offer a variety of rehabilitation and educational programs, including basic education, faith-based services, life skills and employment training, and substance abuse treatment. These services are intended to help reduce recidivism and to prepare offenders for their successful reentry into society upon their release. CoreCivic also provides or makes available to offenders certain health care (including medical, dental, and mental health services), food services, and work and recreational programs.

In September 2014, CoreCivic agreed under an expansion of an existing inter-governmental service agreement ("IGSA") between the city of Eloy, Arizona and U.S. Immigration and Customs Enforcement ("ICE") to provide residential space and services at the South Texas Family Residential Center. The IGSA was further amended in October 2016. The IGSA qualifies as a multiple-element arrangement under the guidance in ASC 605, "Revenue Recognition". CoreCivic determined that there were five distinct elements related to the amended IGSA with ICE. In the three months ended September 30, 2017 and 2016, CoreCivic recognized $42.5 million and $71.3 million, respectively, in revenue associated with the amended IGSA while $127.6 million and $212.8 million in revenue was recognized in the nine months ended September 30, 2017 and 2016, respectively. The unrecognized balance of the fixed monthly payments is reported in deferred revenue. The current portion of deferred revenue is reflected within accounts payable and accrued expenses while the long-term portion is reflected in deferred revenue in the accompanying consolidated balance sheets. As of September 30, 2017 and December 31, 2016, total deferred revenue associated with this agreement amounted to $56.8 million and $67.0 million, respectively.

3.	~~GOODWILL~~

GOODWILL

~~ASC 350,~~ASU 2017-04, "Intangibles-Goodwill and ~~Other"~~Other (Topic 350): Simplifying the Test of Goodwill Impairment", establishes accounting and reporting requirements for goodwill and other intangible assets. Goodwill was ~~$38.7 million and $38.4~~$4.8 million as of September 30, ~~2017~~2022 and December 31, ~~2016, respectively. This goodwill~~2021, all of which was ~~established~~related to the Company's CoreCivic Safety segment.

CoreCivic performs its impairment tests during the fourth quarter in connection with ~~multiple business combination transactions.~~

its annual budgeting process, and whenever circumstances indicate the carrying value of goodwill may not be recoverable. Under the provisions of ~~ASC 350,~~ASU 2017-04, CoreCivic performs a qualitative assessment ~~that may allow it to skip the annual two-step impairment test. Under ASC 350, a company has the option to first assess qualitative factors~~ to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, ~~an entity~~the Company determines it is ~~not~~ more likely than not that the fair value of a reporting unit is less than its carrying amount, then ~~performing~~ the ~~two-step~~Company performs a quantitative impairment ~~test is unnecessary.~~test. If ~~the two-step impairment~~a quantitative test is required, CoreCivic ~~determines~~performs an assessment to identify the ~~fair value~~existence of impairment and to measure the excess of a reporting ~~unit~~unit's carrying amount over its fair value by using a ~~collaboration~~combination of various common valuation techniques, including market multiples and discounted cash ~~flows.~~flows under valuation methodologies that include an income approach and a market approach. The income valuation approach includes certain significant assumptions impacting projected future cash flows, such as projected revenue, projected operating costs, and the weighted average cost of capital, which are affected by expectations about future market or economic conditions. These impairment tests are required to be performed at least annually.

REAL ESTATE TRANSACTIONS

Assets Held For Sale and Dispositions

In September 2022, CoreCivic ~~performs its impairment tests during~~entered into a Letter of Intent with a third party for the ~~fourth quarter,~~sale of CoreCivic's Roth Hall Residential Reentry Center and the Walker Hall Residential Reentry Center, both of which are located in ~~connection with its annual budgeting process. CoreCivic performs these impairment tests at least annually~~Philadelphia, Pennsylvania and ~~whenever circumstances indicate~~reported in CoreCivic's Properties segment. The gross sales price for the properties is $6.3 million. The aggregate carrying value of ~~goodwill may not be recoverable.~~

~~In March 2017,~~ the ~~Texas Department of Criminal Justice ("TDCJ") notified CoreCivic that, in light of the current economic climate,~~properties, amounting to $5.8 million, was reflected as ~~well as the fiscal constraints and budget outlook~~assets held for the next biennium, the TDCJ would not be awarding the contract for the Bartlett State Jail. The TDCJ had previously solicited proposals for the rebid of the Bartlett facility, along with three other facilities that CoreCivic managed for the state of Texas. The managed-only contracts at the four facilities were scheduled to expire in August 2017. However, in collaboration with the TDCJ, the decision was made to close the Bartlett facilitysale on June 24, 2017. In anticipation of the termination of the contract and closing of the Bartlett facility, CoreCivic recorded an asset impairment of $0.3 million during the first quarter of 2017 for the write-off of goodwill associated with the facility. During the third quarter of 2017, CoreCivic was notified that the TDCJ selected other operators for the three remaining facilities the Company managed for the state of Texas. CoreCivic had no goodwill associated with these three facilities.

4.	~~REAL ESTATE TRANSACTIONS~~

~~Acquisitions~~

On January 1, 2017, CoreCivic acquired the Arapahoe Community Treatment Center, a 135-bed residential reentry center in Englewood, Colorado, for $5.5 million in cash, excluding transaction-related expenses. The acquisition included a contract with Arapahoe County whereby CoreCivic will provide residential reentry services for up to 135 residents.

On February 10, 2017, CoreCivic acquired the Stockton Female Community Corrections Facility, a 100-bed residential reentry center in Stockton, California, in a real estate-only transaction for $1.6 million, excluding transaction-related expenses. The 100-bed Stockton facility is leased to a third-party operator pursuant to a lease agreement that extends through April 2021 and includes one five-year lease extension option. The lessee separately contracts with the California Department of Corrections and Rehabilitation ("CDCR") to provide rehabilitative and reentry services to female residents at the leased facility.

On June 1, 2017, CoreCivic acquired the real estate operated by Center Point, Inc. ("Center Point"), a California-based non-profit organization, for $5.3 million in cash, excluding transaction-related expenses and a potential earn-out of up to $1.7 million. CoreCivic consolidated a portion of Center Point's operations into the Company's ~~preexisting residential reentry center portfolio and assumed ownership and operations~~consolidated balance sheet as of ~~the Oklahoma City Transitional Center, a 200-bed~~September 30, 2022.

As of September 30, 2022, CoreCivic also had an additional idled residential reentry center in Oklahoma City, ~~Oklahoma.~~Oklahoma with a carrying value of $0.9 million classified as assets held for sale and reported in CoreCivic's Community segment. The facility is under a Purchase and Sale Agreement for a gross sales price of $1.0 million, which is expected to close in November 2022. Pursuant to the agreement to sell the Oklahoma City property, in the third quarter of 2022, CoreCivic recognized an impairment charge of $3.5 million associated with this facility, based on its estimated net realizable value less costs to sell.

On ~~August 1, 2017,~~July 25, 2022, CoreCivic ~~acquired New Beginnings Treatment Center, Inc. ("NBTC"), an Arizona-based community corrections company, along~~entered into a Purchase and Sale Agreement with the ~~real estate used~~Georgia Building Authority for the sale of CoreCivic's McRae Correctional Facility located in McRae, Georgia, and reported in CoreCivic's Safety segment, for a gross sales price of $130.0 million. The sale of the McRae facility was completed on August 9, 2022. The sale generated net proceeds of $129.7 million, resulting in a gain on sale of $77.5 million after transaction costs, which was reported in the ~~operation~~third quarter of ~~NBTC's business from an affiliate of NBTC, for an aggregate purchase price of $6.4 million, excluding transaction related expenses. In connection with the acquisition,~~2022. CoreCivic ~~assumed~~currently has a ~~contract with the Federal Bureau of Prisons ("BOP") to provide reentry services to male and female adults at the 92-bed Oracle Transitional Center located in Tucson, Arizona.~~

On September 15, 2017, CoreCivic acquired a portfolio of four properties for an aggregate purchase price of $8.7 million, excluding transaction related expenses. The acquisition included a 230-bed residential reentry center leased to the state of Georgia, a property in North Carolina and a property in Georgia, each of which is leased to the Social Security Administration, and a property in North Carolina leased to the Internal Revenue Service.

In allocating the purchase price of these five acquisitions, CoreCivic recorded $24.3 million of net tangible assets, $2.3 million of identifiable intangible assets, $0.6 million of goodwill, and $0.3 million of tenant improvements associated with one of the North Carolina leased properties which was recognized as a receivable and will be recovered by payments from the lessee. CoreCivic acquired the properties as strategic investments that further expand the Company's network of residential reentry centers and further diversify the Company's cash flows through government-leased properties.

~~Idle Facilities~~

~~On April 30, 2017, the~~management contract with the BOP at the Company's 1,422-bed Eden Detention Center expired and was not renewed. CoreCivic idled the Eden facility following the transfer of the offender population, and has begun to market the facility. The Company can provide no assurance that it will be successful in securing a replacement contract. CoreCivic performed an impairment analysis of the EdenMcRae facility, which expires November 30, 2022. As previously disclosed, CoreCivic does not expect the BOP to renew the contract upon its expiration. In connection with the sale, CoreCivic and the Georgia Building Authority entered into an agreement to lease the McRae Correctional Facility to CoreCivic through November 30, 2022 to allow the Company to fulfill its obligations to the BOP.

During July 2022, CoreCivic sold its Stockton Female Community Corrections Facility and its Long Beach Community Corrections Center, both located in California, and reported in CoreCivic's Properties segment. The sale of these properties to a third party generated net sales proceeds of $10.9 million, resulting in a gain on sale of $2.3 million after transaction costs, which was reported in the third quarter of 2022. During July 2022, CoreCivic also sold an additional undeveloped parcel of land. The sale of this parcel generated net sales proceeds of $4.8 million, resulting in a gain of $4.2 million after transaction costs, which was reported in the third quarter of 2022.

During the second quarter of 2022, CoreCivic sold an undeveloped parcel of land in Kern, California. The sale generated net proceeds of $1.5 million, resulting in a gain on sale of $1.1 million after transaction costs.

As of December 31, 2021, CoreCivic had ~~a net~~two facilities in its CoreCivic Community segment held for sale. The aggregate carrying value of ~~$40.1~~the property and equipment of these two facilities, amounting to $7.0 million, was reflected as assets held for sale on the Company's consolidated balance sheet as of ~~September 30, 2017,~~December 31, 2021. The Company closed on the sale of these two facilities, one of which was idle, in the first quarter of 2022. The aggregate net sales proceeds of the two facilities was $9.3 million, resulting in a net gain on sale of $2.3 million after transaction costs.

During the full year 2021, CoreCivic completed the sale of five government-leased properties in the Company's Properties segment. The sales of the five properties generated aggregate net proceeds of $125.0 million, after the repayment of mortgage debt and other transaction-related costs, resulting in an aggregate net gain on sale of $38.7 million.

CoreCivic determined that its joint venture investment in Government Real Estate Solutions, LLC ("GRES"), an unrestricted subsidiary previously controlled by the Company, represented a variable interest entity ("VIE") in accordance with ASC 810, "Consolidation". CoreCivic had 100% voting control in GRES. Accordingly, CoreCivic concluded that ~~this asset~~it was the primary beneficiary of GRES and consolidated the VIE. The primary beneficiary is the entity that has ~~a recoverable value in excess~~(i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the ~~carrying value.~~VIE or the right to receive benefits from the VIE that could be significant to the VIE. During June 2021, CoreCivic provided notice to the partners of GRES of its intent to distribute the remaining assets and terminate the partnership. The Company terminated the partnership in September 2021 and cancelled the applicable Operating Partnership Units for no consideration. During the third quarter of 2021, the Company reported an increase to stockholders' equity of $17.4 million resulting from the termination of the partnership.

Idle Facilities

As of September 30, ~~2017,~~2022, CoreCivic had ~~eight~~seven idled CoreCivic Safety correctional facilities ~~including the Eden facility,~~ that are currently available and being actively marketed as solutions to meet the needs of potential customers. The following table summarizes each of the idled facilities and their respective carrying values, excluding equipment and other assets that could generally be transferred and used at other facilities CoreCivic owns without significant cost (dollars in thousands):


			Net Carrying Values
	Design		September 30,		December 31,
Facility	Capacity		2022		2021
Prairie Correctional Facility		1,600	$	14,246	$	14,416
Huerfano County Correctional Center		752		14,744		15,230
Diamondback Correctional Facility		2,160		35,835		36,917
Marion Adjustment Center		826		10,430		10,743
Kit Carson Correctional Center		1,488		49,611		50,950
West Tennessee Detention Facility		600		19,840		20,622
Leavenworth Detention Center		1,033		52,453		54,162
		8,459	$	197,159	$	203,040

Net Carrying Values

Design

Date

September 30,

December 31,

Facility

Capacity

Idled

2017

2016

Prairie Correctional Facility

1,600

2010

$
16,315

$
17,071

Huerfano County Correctional Center

752

2010

17,060

17,542

Diamondback Correctional Facility

2,160

2010

40,571

41,539

Southeast Kentucky Correctional Facility

656

2012

22,074

22,618

Marion Adjustment Center

826

2013

12,161

12,135

Lee Adjustment Center

816

2015

10,565

10,342

Kit Carson Correctional Center

1,488

2016

57,505

58,819

Eden Detention Center

1,422

2017

40,072

41,269

9,720

$
216,323

$
221,335

As of September 30, 2022, CoreCivic also ~~has two~~had one idled non-core facility in its Safety segment containing 240 beds with a net book value of $3.0 million, and three idled facilities in its Community segment (one of which is held for sale), containing ~~440~~an aggregate of 650 beds with an aggregate net book value of ~~$4.1~~$5.1 million.

CoreCivic incurred ~~approximately $3.3 million and $2.5 million in~~ operating expenses at ~~the~~these idled facilities of approximately $2.9 million and $2.0 million during the period they were idle for the three months ended September 30, ~~2017~~2022 and ~~2016,~~2021, respectively. CoreCivic incurred ~~approximately $8.6 million and $6.6 million in~~ operating expenses at ~~the~~these idled facilities of approximately $7.6 million and $6.0 million during the period they were idle for the nine months ended September 30, ~~2017~~2022 and ~~2016,~~2021, respectively.

~~CoreCivic considers~~The amount for the ~~cancellation~~nine months ended September 30, 2022 excludes $3.5 million of operating expenses incurred at the West Tennessee Detention Facility and the Leavenworth Detention Center during the three months ended March 31, 2022. The West Tennessee facility was idled upon the expiration of a USMS contract ason September 30, 2021, and the Leavenworth facility was idled upon the expiration of a USMS contract on December 31, 2021. Although recently idled, CoreCivic retained a certain staffing level at both facilities during the first three months of 2022 in order to quickly respond in the event the Company was able to enter into new contracts with government agencies promptly following the contract expirations. The Company also continued to incur expenses related to transportation services provided by staff at the Leavenworth facility during the first three months of 2022.

The Company estimated undiscounted cash flows for each facility with an impairment indicator, ~~of impairment and tested each~~including the idle facilities described above. The Company’s estimated undiscounted cash flows reflect the Company’s most recent expectations around potential utilization and/or sale of the ~~idled~~ facilities and projected cash flows based on historical cash flows, cash flows of comparable facilities, and recent contract negotiations for ~~impairment when it was notified by~~utilization. The Company concluded that the ~~respective~~ ~~customers that they would no longer be utilizing such facility. CoreCivic updates the impairment analyses on an annual basis~~estimated undiscounted cash flows exceeded carrying values for each facility as of ~~the idled facilities~~September 30, 2022 and December 31, 2021.

CoreCivic evaluates on a quarterly basis market developments for the potential utilization of each of ~~these facilities~~its idle properties in order to identify events that may cause CoreCivic to reconsider its ~~most recent assumptions. As~~assumptions with respect to the recoverability of book values as compared to undiscounted cash flows. CoreCivic considers the cancellation of a ~~result~~contract in its Safety or Community segment or an expiration and non-renewal of ~~CoreCivic's analyses,~~a lease agreement in its CoreCivic ~~determined~~Properties segment as indicators of impairment and tests each of the idled ~~facilities to have recoverable values in excess of~~properties for impairment when it was notified by the ~~corresponding carrying values.~~ respective customers or tenants that they would no longer be utilizing such property.

As a result of declines in federal populations at the Company's 910-bed Torrance County Detention Facility and 1,129-bed Cibola County Corrections Center, during the third quarter of 2017, CoreCivic made the decision to consolidate offender populations into its Cibola facility in order to take advantage of efficiencies gained by consolidating populations into one facility. CoreCivic idled the Torrance facility in the fourth quarter of 2017 following the transfer of the offender population, and has begun to market the facility to other potential customers. The Company can provide no assurance that it will be successful in securing a replacement contract. CoreCivic performed an impairment analysis of the Torrance facility, which had a net carrying value of $37.0 million as of September 30, 2017, and concluded that this asset has a recoverable value in excess of the carrying value.

DEBT

~~DEBT~~

Debt outstanding as of September 30, ~~2017~~2022 and December 31, ~~2016 consists~~2021 consisted of the following (in thousands):

September 30,

December 31,

2017

2016

$900.0 Million Revolving Credit Facility, principal due at
   maturity in July 2020; interest payable periodically at
   variable interest rates. The weighted average rate at
   September 30, 2017 and December 31, 2016 was 2.7%
   and 2.2%, respectively.

$
417,000

$
435,000

Term Loan, scheduled principal payments through maturity in
   July 2020; interest payable periodically at variable interest
   rates. The rate at September 30, 2017 and December 31, 2016
   was 2.7% and 2.3%, respectively.  Unamortized debt issuance
   costs amounted to $0.3 million at September 30, 2017
   and $0.4 million at December 31, 2016, respectively.

87,500

95,000

4.625% Senior Notes, principal due at maturity in May 2023;
   interest payable semi-annually in May and November at
   4.625%. Unamortized debt issuance costs amounted to
   $3.5 million and $3.9 million at September 30, 2017 and
   December 31, 2016, respectively.

350,000

350,000

4.125% Senior Notes, principal due at maturity in April 2020;
   interest payable semi-annually in April and October at
   4.125%. Unamortized debt issuance costs amounted to
   $2.1 million and $2.7 million at September 30, 2017 and
   December 31, 2016, respectively.

325,000

325,000

5.0% Senior Notes, principal due at maturity in October 2022;
   interest payable semi-annually in April and October at 5.0%.
   Unamortized debt issuance costs amounted to $2.4 million
   and $2.8 million at September 30, 2017 and
   December 31, 2016, respectively.

250,000

250,000

Total debt

1,429,500

1,455,000

Unamortized debt issuance costs

(8,290
)

(9,831
)
Current portion of long-term debt

(10,000
)

(10,000
)
Long-term debt, net

$
1,411,210

$
1,435,169


	September 30,			December 31,
	2022			2021
Revolving Credit Facility maturing May 2026. Interest payable periodically at variable interest rates.	$	—		$	—
Term Loan A maturing May 2026. Interest payable periodically at variable interest rates. The rate at September 30, 2022 and December 31, 2021 was 6.6% and 1.4%, respectively. Unamortized debt issuance costs amounted to $1.4 million at September 30, 2022. The Term Loan A was paid-down and the maturity was extended in the second quarter of 2022 in connection with an amendment and restatement of the Bank Credit Facility, as further described below.		97,500			170,000
Term Loan B. Interest was payable periodically at variable interest rates. The rate at December 31, 2021 was 5.5%. Unamortized debt issuance costs amounted to $2.0 million at December 31, 2021. The Term Loan B was repaid in the second quarter of 2022, as further described below.		—			128,750
4.625% Senior Notes maturing May 2023. Unamortized debt issuance costs amounted to $0.1 million and $0.4 million at September 30, 2022 and December 31, 2021, respectively.		166,519			173,650
4.75% Senior Notes maturing October 2027. Unamortized debt issuance costs amounted to $2.0 million and $2.3 million at September 30, 2022 and December 31, 2021, respectively.		250,000			250,000
8.25% Senior Notes maturing April 2026. Unamortized debt issuance costs amounted to $10.0 million and $12.9 million at September 30, 2022 and December 31, 2021, respectively.		641,535			675,000
4.43% Lansing Correctional Facility Non-Recourse Mortgage Note maturing January 2040. Unamortized debt issuance costs amounted to $2.8 million and $3.0 million at September 30, 2022 and December 31, 2021, respectively.		151,555			154,532
Total debt		1,307,109			1,551,932
Unamortized debt issuance costs		(16,339	)		(20,588	)
Unamortized original issue premium (discount)		724			(3,922	)
Current portion of long-term debt		(177,556	)		(35,376	)
Long-term debt, net	$	1,113,938		$	1,492,046

~~Revolving~~10

Bank Credit Facility. ~~During July 2015,~~ On May 12, 2022, CoreCivic entered into a Third Amended and Restated Credit Agreement (referred to herein as the "New Bank Credit Facility") in an ~~amended~~aggregate principal amount of $350.0 million, consisting of a $100.0 million term loan (the "New Term Loan A") and ~~restated $900.0 million senior secured~~a revolving credit facility with a borrowing capacity of $250.0 million (the ~~"$900.0 Million~~"New Revolving Credit Facility"). The ~~$900.0 Million Revolving~~New Bank Credit Facility ~~has an aggregate principal capacity of $900.0 million~~replaced the Second Amended and ~~a maturity of July 2020. The $900.0 Million Revolving~~Restated Credit ~~Facility also has an "accordion" feature that provides for uncommitted incremental extensions of credit in the form of increases in the revolving commitments or incremental term loans~~Agreement (the "Previous Bank Credit Facility"), which was in an aggregate principal amount upof $1.0 billion and consisted of a term loan with an original principal balance of $200.0 million and a revolving credit facility with a borrowing capacity of $800.0 million. The New Bank Credit Facility extends the maturity to May 2026 from the April 2023 maturity under the Previous Bank Credit Facility. The New Bank Credit Facility includes an ~~additional $350.0~~option to increase the availability under the New Revolving Credit Facility and to request term loans from the lenders in an aggregate amount not to exceed the greater of (a) $200.0 million ~~as requested by CoreCivic,~~and (b) 50% of consolidated EBITDA for the most recently ended four-quarter period, subject to, ~~bank approval.~~among other things, the receipt of commitments for the increased amount. At CoreCivic's option, interest on outstanding borrowings under the ~~$900.0 Million Revolving~~New Bank Credit Facility is based on either a base rate plus a margin ranging from ~~0.00%~~1.75% to ~~0.75%~~3.5%, or at the ~~London Interbank Offered Rate~~Bloomberg Short-Term Bank Yield Index ("~~LIBOR"~~BSBY") rate plus a margin ranging from ~~1.00%~~2.75% to ~~1.75%~~4.5% based on ~~CoreCivic's~~the Company’s then-current total leverage ratio. The ~~$900.0 Million~~New Revolving Credit Facility includes a ~~$30.0~~$25.0 million sublimit for swing line loans that enables CoreCivic to borrow at the base rate from the Administrative Agent ~~without advance~~on same-day notice.CoreCivic recorded a charge of approximately $0.8 million during the second quarter of 2022 for the write-off of a portion of the pre-existing loan costs associated with the Previous Bank Credit Facility.

Based on CoreCivic's ~~current~~ total leverage ratio, loans under the ~~$900.0 Million Revolving~~New Bank Credit Facility currently bear interest at ~~the~~a base rate plus a margin of ~~0.50%~~2.25% or at ~~LIBOR~~the BSBY rate plus a margin of ~~1.50%~~3.25%, and a commitment fee equal to ~~0.35%~~0.45% of the unfunded ~~balance.~~balance of the New Revolving Credit Facility. The ~~$900.0 Million~~New Revolving Credit Facility also has a ~~$50.0~~$100.0 million sublimit for the issuance of standby letters of credit. As of September 30, ~~2017,~~2022, CoreCivic had ~~$417.0 million in~~no borrowings outstanding under the ~~$900.0 Million~~New Revolving Credit ~~Facility as well as $6.9~~Facility. As of September 30, 2022, CoreCivic had $16.8 million in letters of credit outstanding resulting in ~~$476.1~~$233.2 million available under the ~~$900.0 Million~~New Revolving Credit Facility. The New Term Loan A requires scheduled quarterly principal payments through December 2025, and is pre-payable without penalty. As of September 30, 2022, the outstanding balance of the New Term Loan A was $97.5 million.

The ~~$900.0 Million Revolving~~New Bank Credit Facility requires CoreCivic to meet certain financial covenants, including, without limitation, a total leverage ratio of not more than 4.50 to 1.00 (from 5.50 to 1.00 under the Previous Bank Credit Facility) for which the Company may net unrestricted cash and cash equivalents not exceeding $100.0 million when calculating, a secured leverage ratio of not more than 2.50 to 1.00 (from 3.25 to 1.00 under the Previous Bank Credit Facility) for which the Company may net unrestricted cash and cash equivalents not exceeding $100.0 million when calculating, and a fixed charge coverage ratio of not less than 1.75 to 1.00 (unchanged from the Previous Bank Credit Facility). As of September 30, 2022, CoreCivic was in compliance with all such covenants. The New Bank Credit Facility is secured by a pledge of all of the capital stock (or other ownership interests) of CoreCivic's domestic restricted subsidiaries, ~~65%~~65% of the capital stock (or other ownership interests) of CoreCivic's "first-tier" foreign subsidiaries, all of ~~CoreCivic's~~the accounts receivable of the Company and its domestic restricted subsidiaries, and substantially all of ~~CoreCivic's~~the deposit ~~accounts. The $900.0 Million Revolving Credit Facility requires CoreCivic to meet certain financial covenants, including, without limitation, a maximum~~accounts of the Company and its domestic restricted subsidiaries. In the event that (a) the consolidated total leverage ~~ratio,~~equals or exceeds 4.00 to 1.00 or (b) the Company incurs certain debt above a ~~maximum secured leverage ratio,~~specified threshold, certain intangible assets and unencumbered real estate assets that meet a ~~minimum fixed charge coverage ratio. As of September 30, 2017, CoreCivic was in compliance with all such covenants.~~50% loan-to-value requirement are required to be added as collateral. In addition, the

~~$900.0 Million Revolving~~ New Bank Credit Facility contains certain covenants that, among other things, limit the incurrence of additional indebtedness, payment of dividends and other customary restricted payments, permitted investments, transactions with affiliates, asset sales, mergers and consolidations, liquidations, prepayments and modifications of other indebtedness, liens and other encumbrances and other matters customarily restricted in such agreements. ~~In addition, the $900.0 Million Revolving~~The New Bank Credit Facility is subject to certain cross-default provisions with terms of CoreCivic's other unsecured indebtedness, and is subject to acceleration upon the occurrence of a change of control.

~~Incremental Term Loan.~~ ~~On October 6, 2015, CoreCivic obtained a $100.0 million Incremental~~11

Senior Secured Term Loan ("B. On December 18, 2019, CoreCivic entered into a $250.0 million Senior Secured Term ~~Loan") under~~Loan B (the "Term Loan B" and, together with the ~~"accordion" feature~~New Bank Credit Facility, the "Credit Agreements"), which required quarterly scheduled principal payments until the scheduled maturity on December 18, 2024. During October 2021 and in accordance with the terms of ~~the $900.0 Million Revolving Credit Facility. Interest rates under~~ the Term Loan ~~are~~B, CoreCivic repaid $90.0 million of the same as the interest rates under the $900.0 Million Revolving Credit Facility. The Term Loan also has the same collateral requirements, financial and certain other covenants, and cross-default provisions as the $900.0 Million Revolving Credit Facility. The Term Loan, which is pre-payable, also has a maturity concurrent with the $900.0 Million Revolving Credit Facility due July 2020, with scheduled quarterly principal payments in years 2016 through 2020. As of September 30, 2017, the outstandingthen-outstanding balance of the Term Loan B using cash on hand. As a result, the Company recorded a charge in the fourth quarter of 2021 of $4.1 million for the pro rata write-off of unamortized debt issuance costs and the original issue discount. On May 19, 2022, CoreCivic voluntarily repaid in full the outstanding principal balance under the Term Loan B amounting to $124.1 million, and satisfied all of the Company's outstanding obligations under the Term Loan B credit agreement. The Company did not incur any prepayment penalties in connection with the repayment of the Term Loan B. The prepayment was ~~$87.5 million.~~ made in full with cash on hand. The Term Loan B bore interest at the London Interbank Offered Rate ("LIBOR") plus 4.50%, with a 1.00% LIBOR floor (or, at CoreCivic's option, a base rate plus 3.50%). The Term Loan B was secured by a first lien on certain specified real property assets, representing a loan-to-value of no greater than 80%. The Term Loan B was originally issued at a price of 95% of the principal amount of the Term Loan B, resulting in a discount of $12.5 million, which was amortized into interest expense over the term of the Term Loan B. CoreCivic capitalized approximately $5.1 million of costs associated with the issuance of the Term Loan B. During the second quarter of 2022, the Company recorded a charge of $6.0 million for the write-off of the remaining unamortized debt issuance costs, original issue discount, and fees associated with the voluntary repayment of the Term Loan B.

Senior ~~Notes.~~Notes. Interest on the ~~$325.0~~$166.5 million remaining principal balance outstanding on CoreCivic's 4.625% senior notes issued in April 2013 with an original principal amount of $350.0 million (the "4.625% Senior Notes") accrues at the stated rate and is payable in May and November of each year. The 4.625% Senior Notes are scheduled to mature on May 1, 2023. Interest on the $250.0 million aggregate principal amount of CoreCivic's ~~4.125%~~4.75% senior notes issued in ~~April 2013~~October 2017 (the ~~"4.125%~~"4.75% Senior Notes") accrues at the stated rate and is payable in April and October of each year. The ~~4.125%~~4.75% Senior Notes are scheduled to mature on ~~April 1, 2020.~~October 15, 2027. Interest on the ~~$350.0~~$641.5 million remaining aggregate principal amount of CoreCivic's ~~4.625%~~8.25% senior notes issued in April ~~2013 (the "4.625% Senior Notes") accrues at the stated rate~~ and ~~is payable in May and November of each year. The 4.625% Senior Notes are scheduled to mature on May 1, 2023. Interest on the $250.0 million aggregate~~September 2021 with an original principal amount of ~~CoreCivic's 5.0% senior notes issued in September 2015~~$675.0 million (the ~~"5.0%~~"8.25% Senior Notes"), as further described hereinafter, accrues at the stated rate and is payable in April and October of each year. The ~~5.0%~~8.25% Senior Notes are scheduled to mature on ~~October~~April 15, ~~2022.~~2026.

The ~~4.125%~~4.625% Senior Notes, the ~~4.625%~~4.75% Senior Notes, and the ~~5.0%~~8.25% Senior Notes, collectively referred to herein as the "Senior Notes", are senior unsecured obligations of the Company and are guaranteed by all of the Company's existing and future subsidiaries that guarantee the ~~$900.0 Million Revolving~~New Bank Credit Facility. CoreCivic may redeem all or part of the4.625% Senior Notes and the 4.75% Senior Notes at any time prior to three months before their respective maturity date at a "make-whole" redemption price, plus accrued and unpaid interest thereon to, but not including, the redemption date. Thereafter, the 4.625% Senior Notes and the 4.75% Senior Notes are redeemable at CoreCivic's option, in whole or in part, at a redemption price equal to ~~100%~~100% of the aggregate principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. ~~Subsequent~~The Company may redeem all or part of the 8.25% Senior Notes at any time prior to April 15, 2024, in whole or in part, at a "make-whole" redemption price, plus accrued and unpaid interest thereon to, but not including, the ~~quarter ended September 30, 2017,~~redemption date. Thereafter, the 8.25% Senior Notes are redeemable at CoreCivic's option, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 104.125% beginning on April 15, 2024 and 100% beginning on April 15, 2025, plus, in each such case, accrued and unpaid interest thereon to, but not including, the redemption date.

On April 14, 2021, the Company ~~issued additional~~completed an underwritten registered offering of $450.0 million aggregate principal amount of 8.25% senior unsecured notes due 2026 (the "Original 8.25% Senior Notes"). The Original 8.25% Senior Notes were priced at 99.0% of face value and as ~~discussed under Note 11 hereafter.~~

~~CoreCivic may also seek~~a result have an effective yield to ~~issue additional debt or equity securities from time to time when the Company determines that market conditions and the opportunity to utilize the~~maturity of 8.50%. The net proceeds from the issuance of the Original 8.25% Senior Notes totaled approximately $435.1 million, after deducting the original issuance and underwriting discounts and estimated offering expenses. The Company used a significant amount of the net proceeds from the offering of the Original 8.25% Senior Notes (i) to redeem all of the $250.0 million aggregate principal amount of CoreCivic's 5.0% senior notes issued in September 2015 (the "5.0% Senior Notes"), including the payment of the applicable "make-whole" redemption amount of $15.5 million and accrued interest, and (ii) to otherwise repay or reduce its other indebtedness, including repurchasing $149.0 million of its 4.625% Senior Notes at an aggregate purchase price of $151.2 million in privately negotiated transactions, reducing the outstanding balance of the 4.625% Senior Notes, which was originally $350.0 million, to $201.0 million. In the second and fourth quarters of 2021, the Company purchased an additional $27.3 million of its 4.625% Senior Notes, in the aggregate, at par in open market purchases, further reducing the outstanding balance of the 4.625% Senior Notes to $173.7 million. In addition, in the second and third quarters of 2022, the Company purchased an additional $7.1 million of the 4.625% Senior Notes at a weighted average purchase price approximately equal to par in open market purchases, reducing the outstanding balance of the 4.625% Senior Notes to $166.5 million as of September 30, 2022. CoreCivic recorded a charge of $0.1 million during the third quarter of 2022 for the write-off of a pro-rata portion of the pre-existing loan costs associated with the open market purchases of the 4.625% Senior Notes, net of discounts to the principal balance of notes purchased.

The "make-whole" redemption amount paid in connection with the redemption of the 5.0% Senior Notes, originally scheduled to mature on October 15, 2022, and the aggregate price paid for the 4.625% Senior Notes in excess of the principal amount of the notes repurchased resulted in charges of $19.2 million during the second quarter of 2021, including costs associated with the repurchases and the proportionate write-off of existing debt issuance costs. The remaining net proceeds were used to pay down a portion of the amounts outstanding under the Previous Bank Credit Facility and for general corporate purposes.

On September 29, 2021, CoreCivic completed an underwritten registered tack-on offering of $225.0 million in aggregate principal amount of 8.25% Senior Notes due 2026 (the "Additional 8.25% Senior Notes") at an issue price of 102.25% of their aggregate principal amount, plus accrued interest from the April 14, 2021 issue date for the Original 8.25% Senior Notes, resulting in an effective yield to maturity of 7.65% for the Additional 8.25% Senior Notes. The Additional 8.25% Senior Notes and the Original 8.25% Senior Notes, together the 8.25% Senior Notes, constitute a single class of securities and have identical terms, other than issue date and issue price. The issuance of the Additional 8.25% Senior Notes increased the total aggregate principal amount of 8.25% Senior Notes outstanding to $675.0 million. The net proceeds from the issuance of the Additional 8.25% Senior Notes totaled approximately $225.5 million, after deducting the underwriting discounts and estimated offering expenses and including the original issuance premium. The net proceeds from the offering of the Additional 8.25% Senior Notes were used to pay down our Previous Revolving Credit Facility and for general corporate purposes. In the third quarter of 2022, the Company purchased $33.5 million of the 8.25% Senior Notes at a weighted average purchase price approximately equal to par in open market purchases, reducing the outstanding balance of the 8.25% Senior Notes to $641.5 million as of September 30, 2022. CoreCivic recorded a charge of $0.7 million during the third quarter of 2022 for the write-off of a pro-rata portion of the pre-existing loan costs associated with the open market purchases of the 8.25% Senior Notes, net of discounts to the principal balance of notes purchased.

Lansing Correctional Facility Non-Recourse Mortgage Note. On April 20, 2018, CoreCivic of Kansas, LLC (the "Issuer"), a wholly-owned unrestricted subsidiary of the Company, priced $159.5 million in aggregate principal amount of non-recourse senior secured notes of the Issuer (the "Kansas Notes"), in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The private placement closed on June 1, 2018. The Company used the proceeds of the private placement, which were drawn on quarterly funding dates beginning in the second quarter of 2018, to fund construction of the Lansing Correctional Facility, along with costs and expenses of the project. The Kansas Notes have a yield to maturity of 4.43% and are scheduled to mature in January 2040, 20 years following completion of the project, which occurred in January 2020. Principal and interest on the Kansas Notes are payable in quarterly payments, which began in July 2020 and continue until maturity. CoreCivic may redeem all or part of the Kansas Notes at any time upon written notice of not less than 30 days and not more than 60 days prior to the date fixed for such ~~securities are favorable.~~prepayment, with a "make-whole" amount, together with interest on the Kansas Notes accrued to, but not including, the redemption date. CoreCivic capitalized approximately $3.4 million of costs associated with the private placement. Because the Issuer has been designated as an unrestricted subsidiary of the Company under terms of the Company's Credit Agreements, the issuance and service of the Kansas Notes, and the revenues and expenses associated with the facility lease, do not impact the financial covenants associated with the Company's Credit Agreements. As of September 30, 2022, the outstanding balance of the Kansas Notes was $151.6 million.

Debt Maturities.Scheduled principal payments as of September 30, ~~2017~~2022 for the remainder of ~~2017,~~2022, the next ~~four~~five years, and thereafter were as follows (in thousands):

2017 (remainder)

$
2,500

2018

10,000

2019

15,000

2020

802,000

2021

—

Thereafter

600,000

Total debt

$
1,429,500


2022 (remainder)	$	2,400
2023		178,290
2024		14,722
2025		17,698
2026		715,985
2027		256,855
Thereafter		121,159
Total debt	$	1,307,109

STOCKHOLDERS' EQUITY

6.	~~STOCKHOLDERS' EQUITY~~

~~Dividends on Common Stock~~Share Repurchase Program

~~During 2016 and the first nine months of 2017, CoreCivic's Board of Directors declared the following quarterly dividends on its common stock:~~

Declaration Date

Record Date

Payable Date

Per Share

February 19, 2016

April 1, 2016

April 15, 2016

$
0.54

May 12, 2016

July 1, 2016

July 15, 2016

$
0.54

August 11, 2016

October 3, 2016

October 17, 2016

$
0.54

December 8, 2016

January 3, 2017

January 13, 2017

$
0.42

February 17, 2017

April 3, 2017

April 17, 2017

$
0.42

May 11, 2017

July 3, 2017

July 17, 2017

$
0.42

August 10, 2017

October 2, 2017

October 16, 2017

$
0.42

Future dividends will depend on CoreCivic's distribution requirements as a REIT, future earnings, capital requirements, financial condition, limitations under debt covenants, opportunities for alternative uses of capital, and on such other factors asOn May 12, 2022, the Board of Directors ("BOD") approved a share repurchase program to repurchase up to $150.0 million of ~~CoreCivic~~the Company's common stock. On August 2, 2022, the BOD increased the authorization to repurchase under the share repurchase program by up to an additional $75.0 million of the Company's common stock, or a total aggregate authorized amount to repurchase of up to $225.0 million of the Company's common stock. Repurchases of the Company's outstanding common stock will be made in accordance with applicable securities laws and may ~~consider relevant.~~

~~Stock Options~~

~~Since 2012, CoreCivic~~be made at the Company's discretion based on parameters set by the BOD from time to time in the open market, through privately negotiated transactions, or otherwise. The share repurchase program has ~~elected~~no time limit and does not obligate the Company to ~~issue stock options to its non-employee directors, officers, and executive officers as it had in prior years, and instead elected to issue all~~purchase any particular amount of its ~~equity compensation~~common stock. The authorization for the share repurchase program may be terminated, suspended, increased or decreased by the BOD in the form of restricted common stock units ("RSUs"), as described hereafter. However, CoreCivic continued to recognize stock option expense during the vesting period of stock options awarded in prior years. All outstanding stock options were fully vested as of December 31, 2016. As ofits discretion at any time. Through September 30, ~~2017, options to purchase 1.0~~2022, the Company completed the repurchase of 6.6 million shares at a total cost of ~~common stock were outstanding~~$74.5 million, excluding costs associated with ~~a weighted average exercise price of $19.92.~~the share repurchase program. The Company has utilized cash on hand and net cash provided by operations to fund the repurchases.

Restricted Stock Units

During the first nine months of ~~2017,~~2022, CoreCivic issued approximately ~~554,000 shares of RSUs~~2.1 million restricted common stock units ("RSUs") to certain of its employees and non-employee directors, with an aggregate value of ~~$18.1~~$21.5 million, including ~~487,000~~1.9 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and ~~67,000~~0.2 million RSUs to employees whose compensation is charged to operating expense. During ~~2016,~~2021, CoreCivic issued approximately ~~635,000 shares of~~2.7 million RSUs to certain of its employees and non-employee directors, with an aggregate value of ~~$18.5~~$21.8 million, including ~~562,000~~2.5 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and ~~73,000~~0.2 million RSUs to employees whose compensation is charged to operating expense.

Since 2015, CoreCivic has established performance-based vesting conditions on the RSUs awarded to its officers and executive officers ~~in years 2015 through 2017.~~ ~~Unless~~that, unless earlier vested under the terms of the agreements, ~~performance-based RSUs issued to officers and executive officers in those years~~ are subject to vesting over a three-year period based upon the satisfaction of certain annual performance criteria, and no more than one-third of the RSUs ~~may~~can vest in any one performance period. The RSUs awarded to officers and executive officers in 2020, 2021 and 2022 consist of a combination of awards with performance-based conditions and time-based conditions. Unless earlier vested under the terms of the RSU agreements, the RSUs with time-based vesting conditions vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company’s independent registered public accountant for the applicable fiscal year. The RSUs with performance-based vesting conditions are divided into one-third increments, each of which is subject to vesting based upon satisfaction of certain annual performance criteria established at the beginning of the fiscal years ending December 31, 2020, 2021, and 2022 for the 2020 awards, December 31, 2021, 2022, and 2023 for the 2021 awards, and December 31, 2022, 2023, and 2024 for the 2022 awards, and which can be increased up to 150% or decreased to 0% based on performance relative to the annual performance criteria, and further increased or decreased using a modifier of 80% to 120% based on CoreCivic's total shareholder return relative to a peer group. Because the performance criteria for the fiscal years ending December 31, 2023 and 2024 have not yet been established, the values of the third RSU increment of the 2021 awards and of the second and third increments of the 2022 awards for financial reporting purposes will not be determined until such criteria are established.Time-based RSUs issued to other employees, ~~in 2016 and 2017,~~ unless earlier vested under the terms of the agreements, generally vest ~~equally~~in equal amounts over three years on the ~~first, second, and third~~later of (i) the anniversary date of the ~~award. Time-based RSUs issued to other employees in 2015, unless earlier vested under~~grant or (ii) the ~~terms~~delivery of the ~~agreements, "cliff" vest on~~audited financial statements by the ~~third anniversary of~~Company’s independent registered public accountant for the ~~award.~~applicable fiscal year. RSUs issued to non-employee directors generally vest one year from the date of award.

During the three months ended September 30, ~~2017,~~2022, CoreCivic expensed ~~$4.1~~$2.0 million, net of forfeitures, relating to RSUs ($~~0.5~~0.3 million of which was recorded in operating expenses and ~~$3.6~~$1.7 million of which was recorded in general and administrative expenses). During the three months ended September 30, ~~2016,~~2021, CoreCivic expensed ~~$6.2~~$5.1 million, net of forfeitures, relating to ~~restricted common stock and~~ RSUs ($0.4 million of which was recorded in operating expenses ~~$4.1~~and $4.7 million of which was recorded in general and administrative ~~expenses, and $1.7 million of which was recorded in restructuring charges)~~expenses).

During the nine months ended September 30, ~~2017,~~2022, CoreCivic expensed ~~$12.2~~$11.7 million, net of forfeitures, relating to RSUs ($~~1.5~~1.1 million of which was recorded in operating expenses and ~~$10.7~~$10.6 million of which was recorded in general and administrative expenses). During the nine months ended September 30, ~~2016,~~2021, CoreCivic expensed ~~$13.9~~$13.6 million, net of forfeitures, relating to ~~restricted common stock and~~ RSUs ($~~1.3~~1.2 million of which was recorded in operating expenses ~~$10.9~~and $12.4 million of which was recorded in general and administrative ~~expenses, and $1.7 million of which was recorded in restructuring charges)~~expenses). As of September 30, ~~2017,~~2022, approximately ~~1.0~~3.9 million RSUs remained outstanding and subject to vesting.

EARNINGS PER SHARE

7.	~~EARNINGS PER SHARE~~

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For CoreCivic, diluted earnings per share is computed by dividing net income by the weighted average number of common shares after considering the additional dilution related to restricted ~~share grants~~stock-based awards, stock options, and ~~stock options.~~Operating Partnership Units.

A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows (in thousands, except per share data):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2017		2016		2017		2016		2022		2021		2022		2021
NUMERATOR
Basic:
Net income	$	41,178	$	55,340	$	136,700	$	159,230
Net income (loss)									$	68,318	$	30,012	$	97,883	$	(79,933	)
Diluted:
Net income	$	41,178	$	55,340	$	136,700	$	159,230
Net income (loss)									$	68,318	$	30,012	$	97,883	$	(79,933	)
DENOMINATOR
Basic:
Weighted average common shares outstanding		118,182		117,443		118,044		117,360		116,569		120,285		119,282		120,161
Diluted:
Weighted average common shares outstanding		118,182		117,443		118,044		117,360		116,569		120,285		119,282		120,161
Effect of dilutive securities:
Stock options	262			207	353			384
Restricted stock-based awards	84			44	62			80		881		641		774		—
Non-controlling interest - Operating Partnership Units										—		1,123		—		—
Weighted average shares and assumed conversions		118,528		117,694		118,459		117,824		117,450		122,049		120,056		120,161
BASIC EARNINGS PER SHARE	$	0.35	$	0.47	$	1.16	$	1.36
DILUTED EARNINGS PER SHARE	$	0.35	$	0.47	$	1.15	$	1.35
BASIC EARNINGS (LOSS) PER SHARE									$	0.59	$	0.25	$	0.82	$	(0.67	)
DILUTED EARNINGS (LOSS) PER SHARE									$	0.58	$	0.25	$	0.82	$	(0.67	)

~~Approximately 16,000~~For the nine months ended September 30, 2021, 0.4 million restricted stock-based awards and ~~5,000~~1.3 million non-controlling interest - operating partnership units were excluded from the computation of diluted loss per share because they were anti-dilutive. In addition, approximately 16,000 and 0.3 million of stock options were excluded from the computation of diluted earnings per share for the three ~~and nine~~ months ended September 30, ~~2017,~~2022 and 2021, respectively, because they were anti-dilutive. Approximately 0.1 million and ~~48,000~~0.3 million stock options were excluded from the computation of diluted earnings (loss) per share for the ~~three and~~ nine months ended September 30, ~~2016,~~2022 and 2021, respectively, because they were anti-dilutive.

COMMITMENTS AND CONTINGENCIES

8.	~~COMMITMENTS AND CONTINGENCIES~~

Legal Proceedings

The nature of CoreCivic's business results in claims and litigation alleging that it is liable for damages arising from the conduct of its employees, offenders or others. The nature of such claims includes, but is not limited to, claims arising from employee or offender misconduct, medical malpractice, employment matters, property loss, contractual claims, including claims regarding compliance with contract performance requirements, and personal injury or other damages resulting from contact with CoreCivic's facilities, personnel or offenders, including damages arising from an offender's escape or from a disturbance at a facility. CoreCivic maintains insurance to cover many of these claims, which may mitigate the risk that any single claim would have a material effect on CoreCivic's consolidated financial position, results of operations, or cash flows, provided the claim is one for which coverage is available. The combination of self-insured retentions and deductible amounts means that, in the aggregate, CoreCivic is subject to substantial self-insurance risk.

~~CoreCivic records litigation reserves related to certain matters for which it is probable that a loss has been incurred and the range of such loss can be estimated.~~ 15

Based upon management's review of the potential claims and outstanding litigation, and based upon management's experience and history of estimating losses, and taking into consideration CoreCivic's self-insured retention amounts, management believes a loss in excess of amounts already recognized would not be material to CoreCivic's financial statements. In the opinion of management, there are no pending legal proceedings that would have a material effect on CoreCivic's consolidated financial position, results of operations, or cash flows. Any receivable for insurance recoveries is recorded separately from the corresponding litigation reserve, and only if recovery is determined to be probable. Adversarial proceedings and litigation are, however, subject to inherent uncertainties, and unfavorable decisions and rulings resulting from legal proceedings could occur which could have a material ~~adverse~~ impact on CoreCivic's consolidated financial position, results of operations, or cash flows for the period in which such decisions or rulings occur, or future periods. Expenses associated with legal proceedings may also fluctuate from quarter to quarter based on changes in CoreCivic's assumptions, new developments, or by the effectiveness of CoreCivic's litigation and settlement strategies.

9.	~~INCOME TAXES~~

~~As discussed~~CoreCivic records a liability in ~~Note 1,~~the consolidated financial statements for loss contingencies when a loss is known or considered probable, and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. Any receivable for insurance recoveries is recorded separately from the corresponding litigation reserve, and only if recovery is determined to be probable and the amount of payment can be determined. CoreCivic does not accrue for anticipated legal fees and costs and expenses those items as incurred.

ICE Detainee Labor and Related Matters.

On May 31, 2017, two former ICE detainees, who were detained at the Company's Otay Mesa Detention Center ("OMDC") in San Diego, California, filed a class action lawsuit against the Company ~~began operating~~ in ~~compliance~~the United States District Court for the Southern District of California. The complaint alleged that the Company forces detainees to perform labor under threat of punishment in violation of state and federal anti-trafficking laws and that OMDC’s Voluntary Work Program ("VWP") violates state labor laws including state minimum wage law. ICE requires that CoreCivic offer and operate the VWP in conformance with ~~REIT requirements~~ICE standards and ICE prescribes the minimum rate of pay for ~~federal income tax purposes effective January~~VWP participants. The Plaintiffs seek compensatory damages, exemplary damages, restitution, penalties, and interest as well as declaratory and injunctive relief on behalf of former and current detainees. On April 1, ~~2013.~~2020, the district court certified a nationwide anti-trafficking claims class of former and current detainees at all CoreCivic ICE detention facilities. It also certified a state law class of former and current detainees at the Company's ICE detention facilities in California. The court did not certify any claims for injunctive or declaratory relief. On March 10, 2021, the Ninth Circuit Court of Appeals granted CoreCivic's petition to appeal the class certification ruling. On June 3, 2022, a three-judge panel of the Ninth Circuit affirmed the class certification ruling. Following the three-judge panel affirmance, the Company petitioned the Ninth Circuit for a discretionary appellate review, and the Company currently awaits a ruling on the petition for such review. Since this case was filed, four similar lawsuits have been filed. A Maryland case was dismissed on September 27, 2019, and the dismissal was affirmed on appeal. Two suits filed in Georgia and Texas do not allege minimum wage violations; and the Texas case was voluntarily dismissed on March 14, 2022, while the Georgia case is still ongoing. A second California suit concerning the Otay Mesa facility has been stayed pending the outcome of class proceedings in the first. The Company disputes these allegations and intends to take all necessary steps to vigorously defend itself against all claims.

Due to the stage of this proceeding, the Company cannot reasonably predict the outcome, nor can it estimate the amount of loss or range of loss, if any, that may result. As a ~~REIT,~~result, the Company ~~must distribute~~has not recorded an accrual relating to this matter at ~~least 90 percent~~this time, as losses are not considered probable or reasonably estimable at this stage of these lawsuits.

Securities and Derivative Litigation.

In a memorandum to the BOP dated August 18, 2016, the DOJ directed that, as each contract with privately operated prisons reaches the end of its ~~taxable income (including dividends paid~~term, the BOP should either decline to ~~it by~~renew that contract or substantially reduce its ~~TRSs)~~scope in a manner consistent with law and ~~will not pay federal income taxes~~the overall decline of the BOP's inmate population. Following the release of the August 18, 2016 DOJ memorandum, a securities class action lawsuit was filed on ~~the amount distributed to its stockholders. In addition,~~August 23, 2016 against the Company ~~must meet~~and certain of its current and former officers in the United States District Court for the Middle District of Tennessee (the "District Court"), captioned Grae v. Corrections Corporation of America et al., Case No. 3:16-cv-02267. The Company settled this lawsuit in April 2021. The settlement, which was approved by the District Court on November 8, 2021, contains no admission of liability, wrongdoing, or responsibility by any of the defendants including the Company. The Company paid the settlement amount of $56.0 million in May 2021. As a ~~number~~result of ~~other organizational~~the settlement, the Company recognized an expense of $54.3 million during the year ended December 31, 2021 (all of which was recognized in the first six months of 2021), which was net of the remaining insurance available under the Company’s policies.

The Company is also named along with several of its directors in six derivative lawsuits which raise similar allegations to those raised in the Grae securities litigation, which are currently stayed by agreement of the parties. While the Company believes these lawsuits are entirely without merit, the Company acknowledges the costs and ~~operational requirements. It is management's intention~~risks of extensive and complex litigation regarding these matters are substantial and subject to ~~adhere to these requirements~~an unpredictable outcome. On June 17, 2022, the Company and ~~maintain~~derivative plaintiffs informed the ~~Company's REIT status. Most states where CoreCivic holds investments in real estate conform~~District Court that the parties had reached an agreement as to the ~~federal rules recognizing REITs. Certain subsidiaries have made~~plaintiffs' attorneys' fees and expenses. During the second quarter of 2022, the Company recognized an ~~election~~additional expense of $1.9 million to reflect its estimate of the probable liability associated with these matters. On September 19, 2022, the District Court issued an order (the "Preliminary Order") providing for preliminary approval of the proposed settlement of the claims asserted nominally on behalf of the Company against the individual defendants named in the previously disclosed stockholder derivative action. The settlement calls for the Company to ~~be treated~~adopt certain governance changes and to pay plaintiff’s counsel $3.5 million in attorneys’ fees. The Preliminary Order set a final settlement approval hearing for December 1, 2022. Considering amounts previously recognized for these matters, the Company had adequately accrued for this liability as TRSs in conjunction with the Company's REIT election; the TRS elections permit CoreCivic to engage in certain business activities in which the REIT may not engage directly. A TRS is subject to federal and state income taxes on the income from these activities and therefore, CoreCivic includes a provision for taxes in its consolidated financial statements.of September 30, 2022.

INCOME TAXES

Income taxes are accounted for under the provisions of ASC 740, "Income Taxes". ASC 740 generally requires CoreCivic to record deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities. Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the statement of operations in the period that includes the enactment date. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including CoreCivic's past earnings history, expected future earnings, the character and jurisdiction of such earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset.

The Company operated in compliance with real estate investment trust ("REIT") requirements for federal income tax purposes from January 1, 2013 through December 31, 2020. During the years the Company elected REIT status, the Company was required to distribute at least 90% of its taxable income (including dividends paid to it by its taxable REIT subsidiaries ("TRSs")) and did not pay federal income taxes on the amount distributed to its stockholders. In addition, the Company was required to meet a number of other organizational and operational requirements, which the Company continued to meet through the year ended December 31, 2020. Most states where CoreCivic holds investments in real estate conform to the federal rules recognizing REITs. Certain subsidiaries made an election with the Company to be treated as TRSs in conjunction with the Company's REIT election. The TRS elections permitted CoreCivic to engage in certain business activities in which the REIT could not engage directly. A TRS is subject to federal and state income taxes on the income from these activities and therefore, CoreCivic included a provision for taxes in its consolidated financial statements even during periods it operated as a REIT.

On August 5, 2020, the Company announced that the BOD unanimously approved a plan to revoke its REIT election and become a taxable C Corporation, effective January 1, 2021. As a result, the Company is no longer required to operate under REIT rules, including the requirement to distribute at least 90% of its taxable income to its stockholders, which provides the Company with greater flexibility to use its free cash flow. Effective January 1, 2021, the Company became subject to federal and state income taxes on its taxable income at applicable tax rates and is no longer entitled to a tax deduction for dividends paid.

CoreCivic recorded an income tax expense of ~~$2.7~~$24.2 million and ~~$1.6~~$8.6 million for the three months ended September 30, ~~2017~~2022 and ~~2016, respectively.~~2021, respectively, which increased largely as a result of tax expense associated with the gain on sale of real estate assets in the third quarter of 2022. CoreCivic recorded an income tax expense of ~~$8.4~~$34.9 million and ~~$5.4~~$128.7 million for the nine months ended September 30, ~~2017~~2022 and ~~2016,~~2021, respectively. AsIncome tax expense for the nine months ended September 30, 2021 included $114.2 million primarily resulting from the revaluation of the Company's net deferred tax liabilities due to the completion of all significant actions necessary to revoke its REIT election. No catch-up tax payments or penalties resulted from the revocation of the Company's REIT election.

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferral of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The accelerated depreciation methods for qualified improvement property significantly reduced the Company's taxable income and, therefore, its distribution requirement as a REIT ~~CoreCivic is entitled to a deduction~~ for ~~dividends~~2020. During 2020, the Company deferred payment of $29.6 million of employer-side social security payments. Half of this deferred amount was paid ~~resulting~~ in ~~a substantial reduction~~December 2021 while the remaining deferred amount was paid in September 2022.

The Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) was signed into law on August 16, 2022. Among other provisions, such act creates an excise tax of 1% on the ~~amount~~fair value of ~~federal income~~net stock repurchases in excess of share issuances made by publicly traded U.S. corporations, effective for repurchases after December 31, 2022. The impact of this excise tax ~~expense it recognizes. Substantially all of CoreCivic's income tax expense is incurred~~on the Company’s financial position, and/or liquidity, in future periods, will vary based on the ~~earnings generated~~level of repurchases made by ~~its TRSs. CoreCivic's overall effective~~the Company in a given year. While the Company is still evaluating the potential impact of this excise tax ~~rate is estimated based~~ on its ~~current projection~~results of ~~taxable income primarily generated in its TRSs. The Company's consolidated effective~~operations, interpretive accounting guidance indicates that this tax ~~rate could fluctuate in~~likely can be recorded as a component of equity, as opposed to an expense within the ~~future based on changes in estimates~~statement of ~~taxable income,~~operations, given that it is a direct cost associated with the ~~relative amounts~~repurchase of ~~taxable income generated by~~ the TRSs and the REIT, the implementation of additional tax planning strategies, changes in federal or state tax rates or laws affecting tax credits available to the Company, changes in other tax laws, changes in estimates related to uncertain tax positions,

or changes in state apportionment factors, as well as changes in the valuation allowance applied to the Company's deferred tax assets that are based primarily on the amount of state net operating losses and tax credits that could expire unused.Company’s common stock.

Income Tax Contingencies

ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance prescribed in ASC 740 establishes a recognition threshold of more likely than not that a tax position will be sustained upon examination. The measurement attribute requires that a tax position be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

CoreCivic had no liabilities recorded for uncertain tax positions as of September 30, ~~2017.~~2022 and December 31, 2021. CoreCivic recognizes interest and penalties related to unrecognized tax positions in income tax expense. CoreCivic does not currently anticipate that the total amount of unrecognized tax positions will significantly change in the next twelve months.

~~10.~~

~~SEGMENT REPORTING~~

10.

SEGMENT REPORTING

As of September 30, ~~2017,~~2022, CoreCivic ~~owned~~operated 45 correctional and ~~managed 67~~detention facilities, ~~and managed seven facilities it did not own.~~40 of which the Company owned. In addition, CoreCivic owned 12and operated 24 residential reentry centers and owned 8 properties ~~that it leased~~for lease to ~~third-parties.~~third parties. Management views CoreCivic's operating results in ~~one~~three operating ~~segment. However, the Company has chosen to report financial performance segregated for (1) owned~~segments, CoreCivic Safety, CoreCivic Community, and ~~managed facilities and (2) managed-only facilities as the Company believes this information is useful to users of the financial statements. Owned and managed facilities include~~CoreCivic Properties. CoreCivic Safety includes the operating results of those correctional and detention facilities placed into service that were owned, or controlled via a long-term lease, and managed by ~~CoreCivic. Managed-only facilities include the operating results of~~CoreCivic, as well as those correctional and detention facilities owned by a third party and managed by CoreCivic. CoreCivic Safety also includes the operating results of TransCor America, LLC, a subsidiary of the Company that provides transportation services to governmental agencies. CoreCivic Community includes the operating results of those residential reentry centers placed into service that were owned, or controlled via a long-term lease, and managed by CoreCivic. CoreCivic Community also includes the operating results of the Company's electronic monitoring and case management services. CoreCivic Properties includes the operating results of those properties leased to third parties. The operating performance of the ~~owned and managed and the managed-only facilities~~three segments can be measured based on their net operating income. CoreCivic defines facility net operating income as a facility's revenues less operating ~~income or loss from operations before interest, taxes, asset impairments, depreciation, and amortization.~~ expenses.

The revenue and facility net operating income for each of the ~~owned and managed and the managed-only facilities~~three segments and a reconciliation to CoreCivic's ~~operating~~ income before income taxes is as follows for the three and nine months ended September 30, ~~2017~~2022 and ~~2016~~2021 (in thousands):


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Revenue:
Safety	$	423,186		$	431,534		$	1,253,788		$	1,261,183
Community		26,379			25,535			76,269			74,122
Properties		14,587			13,940			43,704			54,927
Total segment revenue		464,152			471,009			1,373,761			1,390,232
Operating expenses:
Safety		342,190			314,283			987,472			926,990
Community		22,022			20,427			63,531			61,551
Properties		3,902			3,381			10,561			15,323
Total segment operating expenses		368,114			338,091			1,061,564			1,003,864
Facility net operating income:
Safety		80,996			117,251			266,316			334,193
Community		4,357			5,108			12,738			12,571
Properties		10,685			10,559			33,143			39,604
Total facility net operating income		96,038			132,918			312,197			386,368
Other revenue (expense):
Other revenue		59			185			135			251
Other operating expense		(80	)		(101	)		(259	)		(282	)
General and administrative		(30,194	)		(34,600	)		(92,808	)		(97,358	)
Depreciation and amortization		(31,931	)		(33,991	)		(96,218	)		(100,787	)
Shareholder litigation expense		—			—			(1,900	)		(54,295	)
Asset impairments		(3,513	)		(5,177	)		(3,513	)		(9,351	)
Interest expense, net		(20,793	)		(20,653	)		(65,381	)		(62,303	)
Expenses associated with debt repayments and refinancing transactions		(783	)		—			(7,588	)		(52,167	)
Gain on sale of real estate assets, net		83,828			—			87,149			38,766
Other income (expense)		(71	)		49			934			(107	)
Income before income taxes	$	92,560		$	38,630		$	132,748		$	48,735

For the Three Months Ended
September 30,

For the Nine Months Ended
September 30,

2017

2016

2017

2016

Revenue:

Owned and managed

$
382,217

$
411,614

$
1,141,769

$
1,202,166

Managed-only

47,675

52,440

149,107

153,616

Total management revenue

429,892

464,054

1,290,876

1,355,782

Operating expenses:

Owned and managed

266,471

272,970

783,354

802,642

Managed-only

44,005

47,232

136,747

136,541

Total operating expenses

310,476

320,202

920,101

939,183

Facility net operating income:

Owned and managed

115,746

138,644

358,415

399,524

Managed-only

3,670

5,208

12,360

17,075

Total facility net operating income

119,416

143,852

370,775

416,599

Other revenue (expense):

Rental and other revenue

12,953

10,881

34,046

29,869

Other operating expense

(6,389
)

(6,147
)

(19,964
)

(17,530
)
General and administrative

(28,303
)

(27,699
)

(79,546
)

(81,543
)
Depreciation and amortization

(36,507
)

(42,924
)

(109,564
)

(127,328
)
Restructuring charges

—

(4,010
)

—

(4,010
)
Asset impairments

(355
)

—

(614
)

—

Operating income

$
60,815

$
73,953

$
195,133

$
216,057

The following table summarizes capital expenditures including accrued amounts for the three and nine months ended September 30, ~~2017~~2022 and ~~2016~~2021 (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Capital expenditures:
Safety	$	14,507	$	14,598	$	44,253	$	33,519
Community		713		525		1,393		1,609
Properties		1,100		3,729		2,294		7,034
Corporate and other		1,735		1,012		4,208		10,562
Total capital expenditures	$	18,055	$	19,864	$	52,148	$	52,724

For the Three Months Ended
September 30,

For the Nine Months Ended
September 30,

2017

2016

2017

2016

Capital expenditures:

Owned and managed

$
18,701

$
17,687

$
53,630

$
88,418

Managed-only

1,576

1,793

3,390

3,134

Corporate and other

11,862

3,518

18,958

15,727

Total capital expenditures

$
32,139

$
22,998

$
75,978

$
107,279

The total assets are as follows (in thousands):


	September 30, 2022		December 31, 2021
Assets:
Safety	$	2,423,603	$	2,532,319
Community		215,236		233,179
Properties		365,766		352,681
Corporate and other		266,321		380,759
Total Assets	$	3,270,926	$	3,498,938

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

On October 13, 2017, CoreCivic completed the offering of $250.0 million aggregate principal amount of 4.75% senior notes due October 15, 2027 (the "4.75% Senior Notes"). Interest on the 4.75% Senior Notes accrues at the stated rate and is payable in April and October of each year. CoreCivic expects to capitalize approximately $4.1 million during the fourth quarter of 2017 for costs associated with the new issuance of the 4.75% Senior Notes, and will present the unamortized balance of the debt issuance costs in the Company's consolidated balance sheets in a manner consistent with those related to the Company's other Senior Notes. CoreCivic used net proceeds from the offering to pay down a portion of the $900.0 Million Revolving Credit Facility and to pay related fees and expenses.

On November 1, 2017, CoreCivic completed the acquisition of Time to Change, Inc., a Colorado-based community corrections company, for an aggregate purchase price of $13.2 million, excluding transaction related expenses, with the potential for additional contingent consideration currently estimated to be $9.0 million, subject to change based upon future financial performance of the acquisition. In connection with the acquisition, CoreCivic assumed contracts with Adams County, Colorado to provide reentry services to male and female adults in three facilities located in Colorado containing a total of 422 beds.

The following condensed consolidating financial statements of CoreCivic and subsidiaries have been prepared pursuant to Rule 3-10 of Regulation S-X. These condensed consolidating financial statements have been prepared from the Company's financial information on the same basis of accounting as the consolidated financial statements.

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this ~~report.~~quarterly report on Form 10-Q, or Quarterly Report. In this ~~report,~~Quarterly Report we use the terms, the ~~“Company,” “CoreCivic,” “we,” “us,”~~"Company," "CoreCivic," "we," "us," and ~~“our”~~"our" to refer to CoreCivic, Inc. and its subsidiaries unless context indicates otherwise.

This ~~quarterly report on Form 10-Q~~Quarterly Report contains statements as to our beliefs and expectations of the outcome of future events that are forward-looking statements as defined within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of current or historical fact contained herein, including statements regarding our future financial position, business strategy, budgets, projected costs and plans, and objectives of management for future operations, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend,~~" "could,~~" "may," "plan," "projects," "will," and similar expressions, as they relate to us, are intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include, but are not limited to, the risks and uncertainties associated with:

Any or all of our forward-looking statements in this ~~quarterly report~~Quarterly Report may turn out to be inaccurate. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Our statements can be affected by inaccurate assumptions we might make or by known or unknown risks, uncertainties and assumptions, including the risks, uncertainties, and assumptions described in ~~"Item 1A Risk Factors" disclosed in Part II hereafter, as well as in~~ our Annual Report on Form 10-K ~~as of and~~ for the year ended December 31, ~~2016~~2021 filed with the Securities and Exchange Commission, or the SEC, on February ~~23, 2017 (the "2016~~18, 2022, or the 2021 Form ~~10-K")~~10-K, and in other reports, documents, and other information we file with the SEC from time to time. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We undertake no obligation to publicly update or revise ~~these~~any forward-looking statements ~~to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.~~made in this Quarterly Report, except as may be required by law. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary ~~statements contained in this report and in the 2016 Form 10-K.~~

We are a diversified government solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. Through three ~~business offerings,~~segments, CoreCivic Safety, CoreCivic ~~Properties,~~Community, and CoreCivic ~~Community,~~Properties, we provide a broad range of solutions to government partners that serve the public good through ~~high-quality~~ corrections and detention management, ~~innovative and cost-saving government real estate solutions, and~~ a ~~growing~~ network of residential reentry centers to help address America's recidivism ~~crisis.~~crisis, and government real estate solutions. We have been a flexible and dependable partner for government for ~~more than 30~~nearly 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good.

~~Structured as a REIT, we~~We are ~~one of~~ the nation's largest ~~owners~~owner of partnership correctional, detention, and residential reentry facilities and one of the largest prison operators in the United States. We also believe we are the largest private owner of real estate used by government agencies in the U.S. As of September 30, ~~2017,~~2022, through our CoreCivic Safety segment, we ~~owned and managed 67 correctional, detention, and residential reentry facilities, and managed an additional seven~~operated 45 correctional and detention facilities, 40 of which we owned, ~~by our government partners,~~ with a total design capacity of approximately ~~77,600 beds in 19 states.~~68,000 beds. Through our CoreCivic Community segment, we owned and operated 24 residential reentry centers with a total design capacity of approximately 5,000 beds. In addition, ~~as of September 30, 2017,~~through our CoreCivic Properties segment, we owned 128 properties ~~leased~~for lease to ~~third-parties~~third parties and used by government agencies, totaling ~~1.1~~1.8 million square ~~feet in five states.~~ feet.

In addition to providing fundamental residential services, our correctional, detention, and residential reentry facilities offer a variety of rehabilitation and educational programs, including basic education, faith-based services, life skills and employment training, and substance abuse treatment. These services are intended to help reduce recidivism and to prepare offenders for their successful reentry into society upon their release. We also provide or make available to offenders certain health care (including medical, dental, and mental health services), food services, and work and recreational programs.

We are a Maryland corporation formed in 1983. Our principal executive offices are located at ~~10 Burton Hills Boulevard, Nashville,~~5501 Virginia Way, Brentwood, Tennessee, ~~37215,~~37027, and our telephone number at that location is (615) 263-3000. Our website address is ~~www.corecivic.com~~.www.corecivic.com. We make our ~~annual reports~~Annual Reports on Form 10-K, ~~quarterly reports~~Quarterly Reports on Form 10-Q, ~~current reports~~Current Reports on Form 8-K, definitive proxy statements, and amendments to those reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, available on our website, free of charge, as soon as reasonably practicable after these reports are filed with or furnished to the SEC. Information contained on our website is not part of this ~~report.~~ Quarterly Report.

We ~~began operating~~operated as a REIT ~~effective~~from January 1, ~~2013. We provide correctional~~2013 through December 31, 2020. As a REIT, we provided services and ~~conduct~~conducted other business activities through taxable REIT subsidiaries, or TRSs. A TRS is a subsidiary of a REIT that is subject to applicable corporate income tax rates and certain qualification requirements. Our use of TRSs ~~enables~~enabled us to comply with REIT qualification requirements while providing correctional services at facilities we own and at facilities owned by our government partners and to engage in certain other business operations. ~~A TRS is not subject to the distribution requirements applicable to REITs so it may retain income generated by its operations for reinvestment.~~

As a REIT, we generally ~~are~~were not subject to federal income taxes on our REIT taxable income and gains that we ~~distribute~~distributed to our stockholders, including the income derived from ~~providing prison bed capacity~~our real estate and dividends we ~~earn~~earned from our TRSs. However, our TRSs ~~will be~~were required to pay income taxes on their earnings at regular corporate income tax rates.

As a REIT, we generally ~~are~~were required to distribute annually to our stockholders at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gains). Our REIT taxable income ~~will~~did not typically include income earned by our TRSs except to the extent our TRSs ~~pay~~paid dividends to the REIT.

On August 5, 2020, we announced that our Board of Directors, or BOD, unanimously approved a plan to revoke our REIT election and become a taxable C Corporation, effective January 1, 2021. The BOD also voted unanimously to discontinue our quarterly dividend and prioritize allocating our free cash flow to reduce debt levels. As a result, we are no longer required to operate under REIT rules, including the requirement to distribute at least 90% of our taxable income to our stockholders, which provides us with greater flexibility to use our free cash flow. Beginning January 1, 2021, we became subject to federal and state income taxes on our taxable income at applicable tax rates, and are no longer entitled to a tax deduction for dividends paid. However, we believe this conversion improves our overall credit profile and will lower our overall cost of capital. Following our first priority of reducing debt, we expect to allocate a substantial portion of our free cash flow to returning capital to our shareholders and pursuing alternative growth opportunities. On May 12, 2022, our BOD approved a share repurchase program to repurchase up to $150.0 million of our common stock. On August 2, 2022, the BOD increased the authorization to repurchase under the share repurchase program by up to an additional $75.0 million of our common stock, or a total aggregate authorized amount to purchase of up to $225.0 million of our common stock. For more information about the repurchases made under our share repurchase program, see "Part II – Other Information – Item 2. Unregistered Sales of Equity Securities and Use of Proceeds – Issuer Purchases of Equity Securities." The conversion to a taxable C Corporation also provides us with significantly more liquidity, which enables us to reduce our reliance on the capital markets and enabled us to reduce the size of our Bank Credit Facility, as further described hereinafter. We continued to operate as a REIT for the 2020 tax year, and existing REIT requirements and limitations, including those established by our organizational documents, remained in place until January 1, 2021.

On January 26, 2021, President Biden issued the Private Prison EO. The Private Prison EO directs the Attorney General to not renew DOJ contracts with privately operated criminal detention facilities. Two agencies of the DOJ, the BOP and the USMS utilize our services. The BOP houses inmates who have been convicted, and the USMS is generally responsible for detainees who are awaiting trial. The BOP has experienced a steady decline in inmate populations over the last eight years, a trend that has been accelerated by the COVID-19 pandemic. We currently have one prison contract with the BOP at the 1,978-bed McRae Correctional Facility, accounting for 2% ($40.6 million) of our total revenue for the twelve months ended December 31, 2021, which expires in November 2022. We completed the sale of the McRae facility in August 2022 to the Georgia Building Authority, and entered into an agreement to lease the facility through November 2022 to allow us to fulfill our obligations to the BOP. The Private Prison EO only applies to agencies that are part of the DOJ, which includes the BOP and USMS. U.S. Immigration and Customs Enforcement, or ICE, facilities are not covered by the Private Prison EO, as ICE is an agency of the Department of Homeland Security, or DHS, not the DOJ, although it is possible that the federal government could choose to take similar action on ICE facilities in the future. For the twelve months ended December 31, 2021, USMS and ICE accounted for 23% ($433.6 million) and 30% ($552.2 million), respectively, of our total revenue. For the nine months ended September 30, 2022, USMS and ICE accounted for 22% ($300.7 million) and 29% ($398.0 million), respectively, of our total revenue.

Unlike the BOP, the USMS does not own detention capacity and relies on the private sector, along with various government agencies, for its detainee population. The USMS has been advised by the Office of the Deputy Attorney General not to renew existing contracts, or enter into new contracts for private detention facilities. During the second quarter of 2021, we had direct contracts with the USMS for up to 992 detainees at our 2016-bed Northeast Ohio Correctional Center and for up to approximately 96 detainees at our 664-bed Crossroads Correctional Center in Montana that expired and were not renewed. On May 28, 2021, we entered into a new three-year contract with Mahoning County, Ohio to utilize up to 990 beds at our Northeast Ohio Correctional Center. Mahoning County is responsible for County inmates and federal detainees, including USMS detainees, and the County is using the Northeast Ohio facility to address its population needs. During the third quarter of 2021, we entered into an amendment to the contract with the state of Montana to utilize all of the capacity at the Crossroads Correctional Center, including the space vacated by the USMS, and to extend the existing contract to June 30, 2023, with additional renewal options by mutual agreement through August 31, 2029. We had a direct contract with the USMS to care for detainees at our 600-bed West Tennessee Detention Facility that expired on September 30, 2021 and was not renewed. In addition, we had a direct contract with the USMS to care for detainees at our 1,033-bed Leavenworth Detention Center that expired on December 31, 2021 and was not renewed. We are actively marketing the West Tennessee and Leavenworth facilities to other government agencies. However, we can provide no assurance that we will be able to reach agreements for the utilization of the West Tennessee or Leavenworth facilities.

We currently have two detention facilities that have direct contracts with the USMS that expire in September 2023 and September 2025. The facility with the contract expiring in September 2023 services a substantial number of USMS detainees that we believe will be challenging to replace, and we intend to work with the USMS to enable it to continue to fulfill its mission. However, we can provide no assurance that this contract will be renewed or replaced upon expiration. It is too early to predict the outcome of the expiration of the contract scheduled to expire in September 2025, and future developments could occur prior to the scheduled expiration date.

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic. As a result, in the first quarter of 2020, the federal government decided to deny entry at the United States southern border to asylum-seekers and anyone crossing the southern border without proper documentation or authority in an effort to contain the spread of COVID-19, a policy known as Title 42, continued by the Biden administration. This policy resulted in a reduction to the number of people ICE detained, including in our detention facilities. On April 1, 2022, the CDC issued a Public Health Determination terminating Title 42 with an effective date of May

23, 2022. However, on April 25, 2022, a federal judge issued a temporary restraining order blocking the termination of Title 42, and on May 20, 2022, ruled that the administration violated administrative law when it announced that it planned to cease Title 42. If Title 42 is terminated, such action may result in an increase in the number of undocumented people permitted to enter the United States claiming asylum, and could result in an increase in the number of people apprehended and detained by ICE.

In February 2021, President Biden announced plans to allow certain migrants to pursue asylum in the United States while awaiting their proceedings in immigration courts, reversing a policy known as the Migrant Protection Protocols, or MPP, commonly referred to as the "Remain in Mexico Policy," enacted by the Trump administration. The MPP required asylum seekers to wait in Mexico during the pendency of their immigration court proceedings.

MPP has been subject to legal challenges. On August 13, 2021, a federal court ordered the Biden administration to reinstate the MPP finding that terminating MPP would be illegal "until the Department of Homeland Security has the capacity and willingness to detain immigrants." On August 24, 2021, the Supreme Court refused to block implementation of that order. On October 29, 2021, Secretary of Homeland Security Alejandro N. Mayorkas issued a memorandum asserting the termination of MPP, which was structured to be implemented if the decision reinstating MPP is vacated. The memorandum also provides that the Biden administration will continue to comply with the injunction requiring the reinstatement and enforcement of MPP until a final judicial decision, if any, to vacate such injunction is issued. In early December 2021, the Department of Homeland Security began the court-ordered re-implementation of the MPP, and on December 13, 2021, a federal appeals court rejected the Biden administration’s attempts to terminate MPP. On December 29, 2021, the Biden administration appealed this decision to the Supreme Court. On April 26, 2022, the Supreme Court heard arguments on MPP, and on June 30, 2022, the Supreme Court ruled that immigration law gives the federal government the discretion to end MPP. The Supreme Court also indicated that lower courts must now determine whether issuing the memorandum asserting the termination of MPP complied with administrative law, although the Supreme Court found that the order was a proper agency action. The number of people apprehended by ICE could increase if the Biden administration prevails in its efforts to terminate MPP.

We cannot predict government responses to an increase in staff or residents testing positive for COVID-19 within public and private correctional, detention and reentry facilities, nor can we predict COVID-19 related restrictions on individuals, businesses, and services that disrupt the criminal justice system. Further, we cannot predict government policies on prosecutions and legal restrictions as a result of COVID-19 that affect the number of people placed in correctional, detention, and reentry facilities.

COVID-19 notwithstanding, we believe the long-term growth opportunities of our business remain attractive as government agencies consider their emergent needs (including capacity to help mitigate the spread of infectious disease), as well as the efficiency and offender programming opportunities we provide as flexible solutions to satisfy our partners' needs. Further, although disrupted by the COVID-19 pandemic, several of our existing federal and state partners, as well as prospective state partners, have been experiencing growth in offender populations and overcrowded conditions, as well as an increase in violent crime. Governments are now assessing their need for correctional space in light of COVID-19, and several are considering alternative correctional capacity for their aged or inefficient infrastructure, or are seeking cost savings by utilizing the private sector, which could result in increased future demand for the solutions we provide. For example, in December 2021, the state of Arizona awarded us a new contract for up to 2,706 inmates at our 3,060-bed La Palma Correctional Center in Arizona, which commenced in April 2022. We are not aware of a larger prison contract awarded to the private sector by any state in over a decade. In August 2022, we completed the sale of the 1,978-bed McRae Correctional Facility to the Georgia Building Authority in order to update their aged and inefficient public sector correctional infrastructure. We currently have a management contract with the BOP at this facility, which expires November 30, 2022. In connection with the sale, we entered into an agreement to lease the McRae facility from the Georgia Building Authority through November 30, 2022 to allow us to fulfill our obligations to the BOP. The BOP is expected to transfer the BOP inmates to alternative federal capacity prior to expiration of the contract, and the McRae Correctional Facility will convert to a facility owned and operated by the State of Georgia upon termination of our lease with the Georgia Building Authority. Competing budget priorities often impede our customers' ability to construct new prison beds of their own or update their older facilities, which we believe could result in further demand for private sector prison capacity solutions in the long-term.

The consolidated financial statements in this ~~report~~Quarterly Report are prepared in conformity with U.S. generally accepted accounting ~~principles.~~principles, or GAAP. As such, we are required to make certain estimates, judgments, and assumptions that we believe are reasonable based upon the information ~~available.~~available which, by their nature, are subject to an inherent degree of uncertainty. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from our estimates. A summary of our significant accounting policies is described in our ~~2016~~2021 Form 10-K. The significant accounting policies and estimates which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include ~~the following:~~

~~Asset impairments.~~ The primary risk we face for asset impairment charges, excluding goodwill, is associated with correctional facilities we own. As of September 30, 2017, we had $2.8 billion in property and equipment, including $216.3 million in long-lived assets, excluding equipment, at eight idled correctional facilities. The impairment analyses we performed for each of these facilities excluded the net book value of equipment, as a substantial portion of the equipment is easily transferrablethose related to ~~other company-owned~~

~~facilities without significant cost. The carrying values of the eight idled facilities as of September 30, 2017 were as follows (in thousands):~~

We also have two idled non-core facilities containing 440 beds with an aggregate net book value of $4.1 million. We incurred operating expenses at the idled facilities of approximately $3.3 million and $2.5 million for the three months ended September 30, 2017 and 2016, respectively. We incurred operating expenses of approximately $8.6 million and $6.6 million at the idled facilities for the nine months ended September 30, 2017 and 2016, respectively.

We evaluate the recoverability of the carrying values of our long-lived assets, other than goodwill, when events suggest that an impairment may have occurred. Such events primarily include, but are not limited to, the termination of a management contract or a significant decrease in inmate populations within a correctional facility we own or manage. Accordingly, we tested each of the idled facilities for impairment when we were notified by the respective customers that they would no longer be utilizing such facility.

~~We re-perform the impairment analyses on an annual basis for each of the~~ idle facilities and ~~evaluate on~~asset impairments, self-funded insurance reserves, and legal reserves. For a ~~quarterly basis market developments for the potential utilization~~discussion of ~~each~~our critical accounting policies and estimates, please refer to Item 7, "Management's Discussion and Analysis of ~~these facilities in order~~Financial Condition and Results of Operations" and "Notes to identify events that may cause us to reconsider our most recent assumptions. Such events could include negotiations with a prospective customer for the utilization of an idle facility at terms significantly less favorable than those usedConsolidated Financial Statements" presented in our ~~most recent impairment analysis, or changes in legislation surrounding a particular facility that could impact our ability to care for certain types~~2021 Form 10-K. There were no newly identified critical accounting policies during the first nine months of inmates at such facility, or a demolition or substantial renovation of a facility. Further, a substantial increase in the number of available beds at other facilities we own could lead to a deterioration in market conditions and cash flows that we might be able to obtain under a new management contract at our idle facilities. We have historically secured contracts with customers at existing facilities that2022, nor were ~~already operational, allowing us to move the existing population to other idle facilities. Although they are not frequently received, an unsolicited offer to purchase~~there any ~~of our idle facilities at amounts that are less than the carrying value could also cause us to reconsider the assumptions used in our most recent impairment analysis.~~

Our impairment evaluations also take into consideration our historical experience in securing new management contracts to utilize facilities that had been previously idled for substantial periods of time. Such previously idled facilities are currently being operated under contracts that continue to generate cash flows resulting in the recoverability of the net book value of the previously idled facilities by material amounts. Due to a variety of factors, the lead time to negotiate contracts with our federal and state partners to utilize idle bed capacity is generally lengthy. As a result of our analyses, we determined each of the idled facilities to have recoverable values in excess of the corresponding carrying values. However, we can provide no assurance that we will be able to secure agreements to utilize our idle facilities, or that we will not incur impairment charges in the future.

~~By their nature, these estimates contain uncertainties with respect to the extent and timing of the respective cash flows due to potential delays or~~ material changes to ~~historical terms~~the critical accounting policies and conditions in contracts with prospective customers that could impact the estimate of cash flows. Notwithstanding our customers' fluctuating demand for prison beds which led to our decision to idle certain facilities, we believe the long-term trends favor an increase in the utilization of our correctional facilities and management services. This belief is based on our experience in operating in difficult economic environments and in working with governmental agencies faced with significant budgetary challenges, which is a primary contributing factor to the lack of appropriated funding since 2009 to build new bed capacity by the federal and state governments with which we partner.

As a result of declines in federal populations at our 910-bed Torrance County Detention Facility and 1,129-bed Cibola County Corrections Center, during the third quarter of 2017, we made the decision to consolidate offender populations into our Cibola facility in order to take advantage of efficiencies gained by consolidating populations into one facility. We idled the Torrance facility in the fourth quarter of 2017 following the transfer of the offender population, and have begun to market the facility to other potential customers. We performed an impairment analysis of the Torrance facility, which had a net carrying value of $37.0 million as of September 30, 2017, and concluded that this asset has a recoverable value in excess of the carrying value.

~~Revenue Recognition – Multiple-Element Arrangement.~~In September 2014, we agreed under an expansion of an existing inter-governmental service agreement, or IGSA, between the city of Eloy, Arizona and ICE to provide residential space and services at our South Texas Family Residential Center. The amended IGSA qualifies as a multiple-element arrangement under the guidance in Accounting Standards Codification, or ASC, 605, "Revenue Recognition". We evaluate each deliverable in an arrangement to determine whether it represents a separate unit of accounting. A deliverable constitutes a separate unit of accounting when it has standalone value to the customer. ASC 605 requires revenue to be allocated to each unit of accounting based on a selling price hierarchy. The selling price for a deliverable is based on its vendor specific objective evidence, or VSOE, of selling price, if available, third-party evidence, or TPE, if VSOE of selling price is not available, or estimated selling price, or ESP, if neither VSOE of selling price nor TPE is available. We establish VSOE of selling price using the price charged for a deliverable when sold separately. We establish TPE of selling price by evaluating similar products or services in standalone sales to similarly situated customers. We establish ESP based on management judgment considering internal factors such as margin objectives, pricing practices and controls, and market conditions. In arrangements with multiple elements, we allocate the transaction price to the individual units of accounting at inception of the arrangement based on their relative selling price. The allocation of revenue to each element requires considerable judgment and estimations which could change in the future. In October 2016, we entered into an amended IGSA that extended the term of the contract through September 2021. As a result of this amendment, the deferred revenue associated with the multiple elements will be recognized over future periods based on the delivery of future services. If the IGSA were to be further amended or terminated before the expiration of the five-year term, we would determine the allocation of any deferred revenues to the separate units of accounting to be recognized immediately for services previously provided and, if amended, over future periods based on the delivery of future services.

~~Self-funded insurance reserves~~. As of September 30, 2017, we had $31.3 million in accrued liabilities for employee health, workers' compensation, and automobile insurance claims. We are significantly self-insured for employee health, workers' compensation, and automobile liability insurance claims. As such, our insurance expense is largely dependent on claims experience and our ability to control our claims. We have consistently accrued the estimated liability for employee health insurance claims based on our history of claims experience and the estimated time lag between the incident date and the date we pay the claims. We have accrued the estimated liability for workers' compensation claims based on an actuarial valuation of the outstanding liabilities, discounted to the net present value of the outstanding liabilities, using a combination of actuarial methods used to project ultimate losses, and our automobile insurance claims based on estimated development factors on claims incurred. The liability for employee health, workers' compensation, and automobile insurance includes estimates for both claims incurred and for claims incurred but not reported. These estimates could change in the future. It is possible that future cash flows and results of operations could be materially affected by changesdiscussed in our ~~assumptions, new developments, or by the effectiveness of our strategies.~~2021 Form 10-K.

~~Legal reserves.~~ As of September 30, 2017, we had $5.7 million in accrued liabilities related to certain legal proceedings in which we are involved. We have accrued our best estimate of the probable costs for the resolution of these claims based on a range of potential outcomes. In addition, we are subject to current and potential future legal proceedings for which little or no accrual has been reflected because our current assessment of the potential exposure is nominal. These estimates have been developed in consultation with our General Counsel's office and, as appropriate, outside counsel handling these matters, and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible that future cash flows and results of operations could be materially affected by changes in our assumptions, new developments, or by the effectiveness of our litigation and settlement strategies.

Our results of operations are impacted by the number of correctional and detention facilities we operated, including 40 we owned and ~~managed,~~five owned by our government partners (CoreCivic Safety), the number of ~~facilities~~residential reentry centers we ~~managed but did not own,~~owned and operated (CoreCivic Community), the number of facilities we leased to other operators (CoreCivic Properties), and the facilities we owned that were not in operation. The following table sets forth the changes in the number of facilities ~~operated~~in operation for the periods presented:

Three and Nine Months Ended September 30, ~~2017~~2022 Compared to the Three and Nine Months Ended September 30, ~~2016~~2021

Net income was ~~$41.2~~$68.3 million, or ~~$0.35~~$0.58 per diluted share, for the three months ended September 30, ~~2017,~~2022, compared with net income of ~~$55.3~~$30.0 million, or ~~$0.47~~$0.25 per diluted share, for the three months ended September 30, ~~2016. During the nine months ended September 30, 2017, we generated net~~2021. Net income ~~of $136.7~~was $97.9 million, or ~~$1.15 per diluted share, compared with net income of $159.2 million, or $1.35~~$0.82 per diluted share, for the nine months ended September 30, ~~2016.~~ 2022, compared with a net loss of $79.9 million, or $0.67 per diluted share, for the nine months ended September 30, 2021. Financial results for the three months ended September 30, 2022 reflected an $83.8 million gain on the sale of real estate assets, $0.8 million of expenses associated with debt repayments and refinancing transactions, as well as $3.5 million of asset impairments. Financial results for the nine months ended September 30, 2022 reflected an $87.1 million gain on the sale of real estate assets, $7.6 million of expenses associated with debt repayments and refinancing transactions, $3.5 million of asset impairments, and $1.9 million associated with shareholder litigation expense. Collectively, these special items were partially offset by an income tax expense of $21.0 million and $19.5 million during the three and nine months ended September 30, 2022, respectively, associated with these special items.

Financial results for the three and nine months ended September 30, 2021 reflected $5.2 million and $9.4 million, respectively, of asset impairments. Financial results for the nine months ended September 30, 2021 also reflected $52.2 million of expenses associated with debt repayments and refinancing transactions, $54.3 million of charges related to the settlement agreement reached during April 2021 in connection with shareholder litigation, and $2.4 million of incremental expenses directly associated with COVID-19 (reflected in operating expenses), partially offset by a gain on the sale of real estate assets amounting to $38.8 million. Collectively, these special items were partially offset by an income tax benefit of $1.4 million and $19.7 million during the three and nine months ended September 30, 2021, respectively, associated with these special items. In addition, financial results for the nine months ended September 30, 2021, included an income tax charge of $128.7 million, including $114.2 million for income taxes associated with the change in corporate tax structure and other special tax items.

For the three and nine months ended September 30, 2022 and 2021, our total segment net operating income, which we define as facility revenue (including interest income associated with finance leases) less operating expenses, was divided among our three business segments as follows:

A key performance indicator we use to measure the revenue and expenses associated with the operation of the correctional, detention, and residential reentry facilities we own or manage is expressed in terms of a compensated man-day, which represents the revenue we generate and expenses we incur for one offender for one calendar day. Revenue and expenses per compensated man-day are computed by dividing facility revenue and expenses by the total number of compensated man-days during the period. A compensated man-day represents a calendar day for which we are paid for the occupancy of an offender. We believe the measurement is useful because we are compensated for operating and managing facilities at an offender ~~per-diem~~per diem rate based upon actual or minimum guaranteed occupancy levels. We also measure our ~~ability to contain~~ costs on a ~~per-compensated~~per compensated man-day basis, which is largely dependent upon the number of offenders we accommodate. Further, per compensated man-day measurements are also used to estimate our potential profitability based on certain occupancy levels relative to design capacity. Revenue and expenses per compensated man-day for all of the correctional, detention, and

residential reentry facilities placed into service that we owned or managed, exclusive of those held for lease, and for TransCor were as follows for the three and nine months ended September 30, ~~2017~~2022 and ~~2016:~~2021:

Fixed expenses per compensated man-day for the three and nine months ended September 30, 2017 include depreciation expense of $4.1 million and $12.3 million, respectively, and interest expense of $1.6 million and $4.9 million, respectively, in order to more properly reflect the cash flows associated with the lease at the South Texas Family Residential Center. Fixed expenses per compensated man-day for the three and nine months ended September 30, 2016 include depreciation expense of $10.7 million and $31.9 million, respectively, and interest expense of $2.5 million and $8.1 million, respectively, associated with the lease at the South Texas Family Residential Center. Revenue

Total revenue consists of management revenue we generate through CoreCivic Safety and CoreCivic Community in the operation ~~and management~~ of correctional, detention, and residential reentry facilities, as well as ~~rental~~the revenue ~~generated~~we generate from TransCor and our electronic monitoring and case management services. Total revenue also consists of lease revenue we generate through CoreCivic Properties from facilities we lease to third-party ~~operators, and from our inmate transportation subsidiary.~~operators. The following table reflects the components of revenue for the three and nine months ended September 30, ~~2017~~2022 and ~~2016~~2021 (in millions):

The ~~$34.1~~$7.5 million, or ~~7.3%~~1.6%, decrease in total management revenue for the three months ended September 30, ~~2017~~2022 as compared with the same period in ~~2016 resulted from a decrease in revenue of approximately $11.8 million driven by a decrease of 2.7% in average revenue per compensated man-day. The decrease in management revenue~~2021 was ~~also~~primarily a result of a decrease in revenue of approximately ~~$22.3~~$22.8 million ~~caused~~driven primarily by a decrease in the average daily compensated population ~~for~~from 2021 to 2022. The decrease in management revenue in the ~~three months ended September 30, 2017 as compared with the same~~three-month period was partially offset by an increase in ~~2016.~~revenue of $15.0 million driven primarily by an increase of 3.5% in average revenue per compensated man-day. The ~~$64.8~~$5.2 million, or ~~4.8%~~0.4%, decrease in total management revenue for the nine months ended September 30, ~~2017~~2022 as compared with the same period in ~~2016 resulted from a decrease in revenue of approximately $52.4 million driven by a decrease of 3.9% in average revenue per compensated man-day. The decrease in management revenue~~2021 was ~~also~~primarily a result of a decrease in revenue of approximately ~~$12.4~~$49.9 million ~~caused~~driven primarily by a decrease in the average daily compensated population ~~for~~from 2021 to 2022. The decrease in management revenue in the ~~nine months ended September 30, 2017 as compared with the same~~nine-month period was partially offset by an increase in ~~2016, as well as the~~ revenue ~~generated~~of $43.8 million driven primarily by ~~one fewer day~~an increase of ~~operations due to leap year~~3.5% in ~~2016.~~average revenue per compensated man-day. The ~~decrease~~increase in average revenue per compensated man-day ~~during the three- and nine-month~~in both periods ended September 30, 2017 was primarily a result of the amended IGSA associated with the South Texas Family Residential Center, which became effective in the fourth quarter of 2016, as further described hereafter. The decrease in average revenue per compensated man-day was partially offset byresulted from the effect of per diem increases at several of our ~~other~~ facilities.

~~Average daily compensated population decreased 3,225, or 4.8%,~~We believe the impact of these per diem increases will provide further benefit to ~~63,656~~our operating margins as residential populations recover from the impact of COVID-19 and will help offset the wage and employee benefit increases we have been incurring, as further discussed hereinafter. Revenue generated from our electronic monitoring and case management services during the three and nine months ended September 30, 2022 increased $0.3 million (from $8.9 million during the three months ended September 30, ~~2017 compared~~2021 to ~~66,881~~$9.2 million during the three months ended September 30, ~~2016, while average daily compensated population for~~2022) and $0.9 million (from $26.0 million during the nine months ended September 30, ~~2017~~2021 to $26.9 million during the nine months ended September 30, 2022), respectively.

Average daily compensated population decreased ~~359,~~2,751, or ~~0.5%~~5.1%, ~~from~~to 51,355 during the ~~comparable period~~three months ended September 30, 2022 compared to 54,106 during the three months ended September 30, 2021. Average daily compensated population decreased 2,038, or 3.8%, to 51,404 during the nine months ended September 30, 2022 compared to 53,442 during the nine months ended September 30, 2021. The decrease in ~~2016. There were several notable factors that affected the~~ average daily compensated population ~~when comparing~~in both periods ~~in 2017 to those in 2016. Average compensated population during~~was a result of the ~~three- and nine-month periods ended~~contract terminations at our 600-bed West Tennessee Detention Facility effective September 30, ~~2017 increased due to the activation in the third quarter of 2016 of the new contract to care for up to an additional 1,000 inmates~~2021, at our ~~newly expanded Red Rock Correctional~~1,033-bed Leavenworth Detention Center effective December 31, 2021, and at the 1,030-bed managed-only Marion County Jail effective January 31, 2022, all as further described ~~hereafter, and~~hereinafter. In addition, the ~~full activation~~decrease in average daily compensated population in both periods also resulted from the three-year lease agreement we entered into with the state of New Mexico under which the ~~newly constructed Trousdale Turner~~state of New Mexico began leasing our 596-bed Northwest New Mexico Correctional Center ~~during 2016. While we began housing state of Tennessee inmates at~~on November 1, 2021. We previously operated the Northwest New Mexico facility in ~~January 2016, occupancy at the facility increased throughout the year. Average compensated population during both periods in 2017 also increased due to two new contracts at~~ our Northeast Ohio Correctional Center. In December 2016, we announced a new contract award from ICE at the Northeast Ohio facility in order to assist ICE with their current detention needs and, in the third quarter of 2017, we began receiving offender populations at the Northeast Ohio facilitySafety segment under a ~~new~~ contract with the state of ~~Ohio,~~New Mexico. Further, a decrease in ICE populations at our La Palma Correctional Center was partially offset by an increase in state populations as ~~further described hereafter. Average~~the state of Arizona continues to ramp-up populations pursuant to a new management contract that commenced in April 2022. We expect the transition to the state residents from the state of Arizona to be completed in the fourth quarter of 2022. These factors, which contributed, in the aggregate, to the decrease in average daily compensated population in both the three- and nine-month periods, were partially offset by increases in ~~2017 decreased due~~other state populations as states continue to ~~the decline in California inmates held in our out-of-state facilities, the expiration~~recover from COVID-19 and operations of our contract with the District of Columbia, or the District, at the D.C. Correctional Treatment Facility in the first quarter of 2017, the expiration of our contract with the Federal Bureau of Prisons, or BOP, at our Eden Detention Center on April 30, 2017, and the expirations in the second and third quarters of 2017 of our contracts at four facilities thatcriminal justice systems continue to return to pre-COVID-19 operations.

The solutions we managed for the state of Texas, all as further described hereafter. The expiration of our contract with the BOP at our Cibola County Corrections Center in October 2016 also resulted in a decrease in average daily compensated population in 2017. While we signed a new contract in October 2016provide to provide detention space and services at our Cibola facility to ICE for up to 1,116 detainees, the transition period from the BOP contract to the ICE contract and lower utilization by ICE resulted in a reduction in average compensated population at our Cibola facility during both periods in 2017 when compared to the same periods in the prior year.

~~Business from~~ our federal customers, including primarily ICE, the USMS, and the BOP, ~~the United States Marshals Service, or USMS, and ICE, continues~~continue to be a significant component of our business. ~~Our~~The federal customers in our Safety and Community segments generated approximately ~~47%~~54% and ~~52%~~56% of our total revenue for the three months ended September 30, ~~2017~~2022 and ~~2016,~~2021, respectively, decreasing ~~$36.4~~$17.8 million, or ~~14.9%. Our~~6.7%, during the three months ended September 30, 2022 as compared with the same period in 2021. The federal customers in our Safety and Community segments generated approximately ~~48%~~54% and ~~52%~~56% of our total revenue for the nine months ended September 30, ~~2017~~2022 and ~~2016,~~2021, respectively, decreasing ~~$92.4~~$36.0 million, or ~~12.8%.~~ 4.6%, during the nine months ended September 30, 2022 as compared with the same period in 2021.

The decision near the end of the first quarter of 2020 by the federal government to deny entry at the United States southern border to asylum-seekers and anyone crossing the southern border without proper documentation or authority in an effort to contain the spread of COVID-19, a policy known as Title 42, resulted in a reduction in people being apprehended and detained by ICE. The financial impact was somewhat mitigated by fixed monthly payments from ICE at certain facilities, to ensure ICE has adequate bed capacity in the event of a surge in the future. During 2021, revenue from ICE was $552.2 million compared to $542.0 million during 2020, and compared to $579.5 million during 2019, prior to the implementation of Title 42. During the three and nine months ended September 30, 2022, revenue from ICE was $129.7 million and $398.0 million, respectively, compared to $140.3 million and $411.5 million during the three and nine months ended September 30, 2021, respectively. Revenue from ICE for the three- and nine-month periods declined as a result of a decrease in ~~federal revenues in both periods primarily resulted~~detainees at our La Palma facility, where we are transitioning populations from an ICE population to a population of residents from the ~~amended IGSA associated with the South Texas Family Residential Center, which became effective~~state of Arizona, pursuant to a new management contract that commenced in April 2022. The transfer process at our La Palma facility is expected to be completed during the fourth quarter of ~~2016,~~2022. During the ~~expiration of our contract with the BOP at our Eden Detention Center on April~~three and nine months ended September 30, ~~2017, and the expiration of our contract with the BOP at our Cibola County Corrections Center in October 2016, net of~~2022, revenue from ICE at the La Palma facility was $6.2 million and $33.2 million, respectively, compared with $19.6 million and $58.5 million for the three and nine months ended September 30, 2021, respectively. Upon full utilization of the new contract, we expect to generate approximately $75.0 million to $85.0 million in annualized revenue at the La Palma facility. On April 1, 2022, the CDC issued a Public Health Determination terminating Title 42 with ~~ICE at this facility. The decrease~~an effective date of May 23, 2022. However, on April 25, 2022, a federal judge issued a temporary restraining order blocking the termination of Title 42, and on May 20, 2022, ruled that the administration violated administrative law when it announced that it planned to cease Title 42. If Title 42 is terminated, such action may result in ~~federal revenues~~an increase in the ~~nine-month period was partially offset~~number of undocumented people permitted to enter the United States claiming asylum, and could result

in an increase in the number of people apprehended and detained by ICE. The number of people apprehended by ICE could also increase if the federal government prevails over its attempt to reverse the MPP implemented by the ~~combined effect~~Trump administration. As previously described, litigation over MPP is ongoing. On April 26, 2022 the Supreme Court heard arguments on MPP, and on June 30, 2022, the Supreme Court ruled that immigration law gives the federal government the discretion to end the program. The Supreme Court also indicated that lower courts must now determine whether issuing the memorandum asserting the termination of ~~per diem increases for several of our federal contracts and~~MPP complied with administrative law, although the Supreme Court found that the order was a ~~net increase in federal populations at certain other facilities.~~proper agency action.

State revenues from contracts at correctional, detention, and residential reentry facilities that we operate increased ~~1.6%~~$16.9 million, or 10.9%, from the third quarter of ~~2016~~2021 to the third quarter of ~~2017 and 4.0%~~2022. State revenues increased $43.4 million, or 9.7%, from the ~~first~~ nine months ~~of 2016~~ended September 30, 2021 to the comparable period in ~~2017.~~2022. State revenues increased in both periods primarily as a result of the new management contract with the state of Arizona at our 3,060-bed La Palma Correctional Center for up to 2,706 inmates, as the state continues to transfer inmate populations from public sector facilities into our La Palma facility. We began receiving inmates from the state of Arizona in April 2022 and expect the transfer process to be complete in the fourth quarter of 2022. Before the new award, the La Palma facility supported the mission of ICE by caring for approximately 1,800 detainees. State revenues also increased in both periods because of an amended contract with the state of Montana to utilize all of the capacity at the Crossroads Correctional Center, including the space vacated by the USMS, as previously discussed herein. In addition, state revenues increased in both periods as a result of higher state inmate populations at other facilities, and from per diem increases under a number of our state contracts, as certain states have recognized the need to provide additional funding to address increases in the wages of our employees. The increase in state revenues was partially offset by the effect of the new lease agreement between us and the state of New Mexico at our Northwest New Mexico Correctional Center effective November 1, 2021. We previously operated the facility in our Safety segment under a contract with the state of New Mexico; however, as a result of our new lease agreement, the Northwest New Mexico facility is now a part of our Properties segment. Excluding state inmate populations at the Northwest New Mexico facility, average daily state inmate populations increased from 27,283 during the third quarter of 2021 to 28,240 during the third quarter of 2022, and increased from 26,877 during the nine months ended September 30, 2021 to 28,079 during the nine months ended September 30, 2022, an increase of 3.5% and 4.5%, respectively.

Local revenues from contracts at correctional, detention, and residential reentry facilities that we operate decreased $4.2 million, or 31.8%, from the third quarter of 2021 to the third quarter of 2022. Local revenues decreased $11.9 million, or 31.2%, from the nine months ended September 30, 2021 to the nine months ended September 30, 2022. The decrease in local revenue in both periods is primarily a result of the contract termination at the 1,030-bed managed-only Marion County Jail on January 31, 2022. This facility contributed to the reduction in local revenues of $5.1 million and $13.7 million during the three- and nine-month periods, respectively.

The $0.7 million, or 5.0%, increase in lease revenue from the third quarter of 2021 to the third quarter of 2022 was primarily a result of the ~~full activation~~lease revenue generated from the commencement of the ~~newly constructed Trousdale Turner~~lease of the 596-bed Northwest New Mexico Correctional Center ~~during 2016 and~~to the ~~activation~~state of New Mexico effective November 1, 2021, which was previously operated as a facility in our Safety segment but is now part of our Properties segment. The increase in lease revenue in the ~~expansion at our Red Rock Correctional Center~~three-month period was partially offset by the decrease in revenue that resulted from the sale of two actively leased properties during the third quarter of ~~2016.~~2022, as further described hereinafter. The increase in state revenues in both periods was partially offset by a decline in California inmates held in our out-of-state facilities and the expiration of our contract with the District at the D.C. Correctional Treatment Facility in the first quarter of 2017. The $6.9$11.2 million, or ~~12.0%~~20.4%, ~~increase~~decrease in lease revenue from ~~local authorities from~~ the ~~first~~ nine months ~~of 2016~~ended September 30, 2021 to the comparable period in ~~2017~~2022, was primarily a result of the ~~acquisition~~sale of ~~Correctional Management, Inc., or CMI, in~~three actively leased properties during the second quarter of ~~2016~~2021 and two actively leased properties during the ~~acquisition of the Arapahoe Community Treatment Center, or ACTC, in the first~~third quarter of ~~2017, both~~2022, all as further described ~~hereafter.~~hereinafter. The decrease in lease revenue in the nine-month period was partially offset by the lease revenue generated from the commencement of the lease at our Northwest New Mexico facility.

Several of our state partners are projecting improvements in their budgets which has helped us secure recent per diem increases at certain facilities. Further, several of our existing state partners, as well as state partners with which we do not currently do business, are experiencing growth in inmate populations and overcrowded conditions. Although we can provide no assurance that we will enter into any new contracts, we believe we are well positioned to provide them with needed bed capacity, as well as the programming and reentry services they are seeking.

We believe the long-term growth opportunities of our business remain attractive as governments consider their emergent needs, as well as the efficiency, savings, and offender programming opportunities we can provide along with flexible solutions to match our partners' needs. Further, we expect our partners to continue to face challenges in maintaining old facilities, developing new facilities, and expanding current facilities for additional capacity, which could result in future demand for the solutions we provide.

Operating expenses totaled ~~$316.9~~$368.2 million and ~~$326.3~~$338.2 million for the three months ended September 30, ~~2017~~2022 and ~~2016,~~2021, respectively, while operating expenses for the nine months ended September 30, ~~2017~~2022 and ~~2016~~2021 totaled ~~$940.1~~$1,061.8 million and ~~$956.7~~$1,004.1 million, respectively. Operating expenses consist of those expenses incurred in the operation and management of correctional, detention, and residential reentry facilities, as well as atthose expenses incurred in the operations of TransCor and our electronic monitoring and case management services. Operating expenses also consist of those expenses incurred in the operation of facilities we lease to third-party ~~operators,~~operators.

Operating expenses incurred by CoreCivic Safety and ~~for our inmate transportation subsidiary, Transcor America, LLC.~~

~~Expenses incurred~~CoreCivic Community in connection with the operation and management of our correctional, detention, and residential reentry facilities, ~~decreased $9.7~~as well as those incurred in the operations of TransCor and our electronic monitoring and case management services, increased $29.5 million, or ~~3.0%~~8.8%, during the third quarter of ~~2017~~2022 when compared with the same period in ~~2016.~~2021. Operating expenses ~~decreased $19.1~~incurred by these segments increased $62.5 million, or ~~2.0%~~6.3%, during the nine months ended September 30, ~~2017~~2022, when compared ~~with~~to the same period in ~~2016. There were several notable factors that affected~~2021. Operating expenses increased in both periods primarily as a result of wage and employee benefits increases and related incremental expenses resulting from labor shortages and wage pressures, as further described hereinafter. We achieved higher staffing levels and, during the three and nine months ended September 30, 2022, we incurred $5.6 million and $18.0 million, respectively, more in temporary incentives than in the prior year periods to attract and retain facility

staff in this challenging labor market. We believe these investments in staffing are preparing us to manage the increased number of residents we anticipate at our facilities once the remaining occupancy restrictions caused by the COVID-19 pandemic are removed. As the labor market improves, which we believe will take some additional time, we expect to reduce our reliance on these temporary incentives. Additionally, operating expenses ~~when comparing the current year periods with those~~increased as a result of ~~the prior year. The amended IGSA associated with the South Texas Family Residential~~expenses incurred as we transition inmate populations at our La Palma Correctional Center ~~which lowered the cost structure effective in the fourth quarter~~as a result of ~~2016, the expiration of our~~a new contract with the ~~District at the D.C. Correctional Treatment Facility in the first quarter~~state of ~~2017, and the expiration of our contract with the BOP at our Eden Detention Center in the second quarter of 2017 all contributed to a decrease~~Arizona. The increase in operating expenses ~~in both~~was partially offset by the ~~three-~~contract terminations at our 600-bed West Tennessee Detention Facility effective September 30, 2021, at our 1,033-bed Leavenworth Detention Center effective December 31, 2021, and ~~nine-month periods. The decrease~~at the 1,030-bed managed-only Marion County Jail effective January 31, 2022. In addition, the increase in operating expenses ~~in both periods~~ was partially offset ~~primarily~~ by the ~~activation of the expansion at our Red Rock Correctional Center in the third quarter of 2016 and the additional expenses resulting from the new contracts~~three-year lease agreement we entered into with ~~ICE and~~ the state of ~~Ohio~~New Mexico at our Northeast Ohio Correctional Center. Additional factors affecting operating expenses during the nine-month period included the one fewer day of operations due to leap year in 2016, the additional expenses resulting from the full activation of the newly constructed Trousdale Turner596-bed Northwest New Mexico Correctional Center ~~during 2016, and~~effective November 1, 2021. We previously operated the ~~additional expenses resulting from the acquisitions of CMI~~Northwest New Mexico facility in ~~the second quarter of 2016 and ACTC in the first quarter of 2017.~~our Safety segment.

Total expenses per compensated man-day ~~decreased~~increased to ~~$53.99~~$75.28 during the three months ended September 30, ~~2017~~2022 from ~~$54.18~~$65.54 during the three months ended September 30, ~~2016,~~2021, and ~~decreased~~increased to ~~$52.56~~$73.09 during the nine months ended September 30, ~~2017~~2022 from ~~$54.40~~$66.04 during the same period in the prior year. Fixed expenses per compensated man-day ~~for~~increased to $53.10 during the three months ended September 30, ~~2017~~2022 from $47.70 during the same period in the prior year, and ~~2016 include depreciation expense of $4.1 million and $10.7 million, respectively, and interest expense of $1.6 million and $2.5 million, respectively, in order~~increased to ~~more properly reflect the cash flows associated with the lease at the South Texas Family Residential Center. Fixed expenses per compensated man-day for~~$51.62 during the nine months ended September 30, ~~2017 and 2016 include depreciation expense of $12.3 million and $31.9 million, respectively, and interest expense of $4.9 million and $8.1 million, respectively, associated with~~2022 from $48.08 during the lease at the South Texas Family Residential Center. Fixed expenses and variable expenses per compensated man-day decreased in both periods from 2016 to 2017 primarily as a result of the amended IGSA which lowered the cost structure associated with the South Texas Family Residential Center effectivesame period in the ~~fourth quarter of 2016, as further described hereafter.~~

~~As the economy has improved and the nation's unemployment rate has declined, we~~prior year. We have experienced labor shortages and wage pressures in ~~certain~~many markets across the country, and have provided customary inflationary wage increases to remain ~~competitive. These wage pressures contributed~~competitive, including increases to most of our facility staff during July of the last three years since the COVID-19 pandemic started. Recruiting has been particularly challenging during the pandemic due to the ~~decline~~front-line nature of the services we provide, and the shortage of nursing staff across the country has intensified as a result of the COVID-19 pandemic, resulting in ~~operating margins during~~a significant increase in registry nursing expenses. The challenges of recruiting and retaining staff, including nursing, has been and could continue to be exacerbated by actions taken or contemplated to be taken by government authorities intended to mitigate the ~~current year compared~~spread of COVID-19 such as health and safety directives or other requirements that apply to ~~the prior year,~~us and our facilities. Further, we have incurred, and expect to continue to incur, incremental expenses to help ensure sufficient staffing levels under unique and challenging working conditions. Incremental expenses include, but may not be limited to, incentive payments to our front-line and field staff, temporary employee housing expenses and other travel related reimbursements, additional paid time off, off-cycle wage increases in certain markets to remain competitive, further increases in registry nursing expenses, as ~~salaries expense~~well as expenses to procure personal protective equipment and other supplies. The increase in fixed expenses per compensated man-day ~~increased 5.2%~~also resulted from leveraging our fixed expenses over ~~the prior year quarter and 3.3% over the prior year nine-month period, excluding the impact of~~lower compensated populations, as well as expenses incurred during the aforementioned ~~contract~~

~~modification~~transition of populations at ~~the South Texas Family Residential Center.~~ our La Palma facility.

We continually monitor compensation levels very closely along with overall economic conditions and will ~~set~~adjust wage levels necessary to help ensure the long-term success of our business. Further, we continually evaluate the structure of our employee benefits package and training programs to ensure we are better able to attract and retain our employees. Salaries and benefits represent the most significant component of our operating expenses, representing ~~60% for the first nine months of 2017~~approximately 58% and ~~59%~~60% of our total operating expenses during ~~2016.~~the nine months ended September 30, 2022 and 2021, respectively. As mentioned, recruiting and retaining staff has become particularly challenging in the current employment market for us and for the corrections and detention industry as a whole. An inability to attract and retain sufficient personnel could prevent us from caring for additional residential populations for government agencies in need of additional capacity due to an increase in inmate populations or an inability to adequately staff their facilities. An inability to attract and retain sufficient personnel in our existing facilities could also cause our government partners to assess liquidated damages, reduce our residential populations, or in extreme circumstances, cancel our contracts. We have also been subjected to increasing staff vacancy deductions as a result of the labor shortages, which are reflected as reductions to other management revenue. Estimating vacancy deduction amounts can be complex and subject to management judgment and estimations. Some of our government partners have granted waivers for vacancy deductions in recognition of the unique and challenging labor market, while others have discretionarily adjusted such deductions based on our extraordinary costs, efforts and incentive programs implemented to attract and retain staff.

Variable expenses per compensated man-day increased to $22.18during the three months ended September 30, 2022, from $17.84 during the same period in the prior year, and increased to $21.47 during the nine months ended September 30, 2022, from $17.96 during the same period in the prior year. The increase in variable expenses per compensated man-day in the three- and nine-month periods was primarily a result of an increase in registry nursing expenses of $4.0 million, or $0.89 per compensated man-day, and $15.5 million, or $1.14 per compensated man-day, respectively, due to the shortage of nursing staff across the country.In addition, we experienced an increase in travel expenses from the same periods in the prior year as we supported our staff who are temporarily deployed across the Company to help address the labor shortages we are experiencing in certain regions. Travel expenses increased $5.8 million, or $1.26 per compensated man-day, and $13.8 million, or $1.01 per compensated man-day, in the three- and nine-month periods, respectively.

Operating expenses incurred by CoreCivic Properties in connection with facilities we lease to third-party operators increased $0.5 million, or 15.4%, during the third quarter of 2022 when compared with the same period in 2021, and decreased $4.8 million, or 31.1%, during the nine months ended September 30, 2022 when compared with the same period in 2021. The increase in expenses in this segment in the three-month period was primarily a result of the commencement of the lease of the 596-bed Northwest New Mexico Correctional Center effective November 1, 2021, as further described hereinafter. The decrease in expenses in this segment in the

nine-month period was primarily a result of the sale of three actively leased properties during the second quarter of 2021, as further described hereinafter, partially offset by the operating expenses incurred as a result of the commencement of the lease of the Northwest New Mexico facility.

We ~~typically~~ enter into facility management contracts to provide ~~prison~~ bed capacity and management services to governmental entities in our CoreCivic Safety and CoreCivic Community segments for terms typically ranging from three to five years, with additional renewal periods at the option of the contracting governmental agency. Accordingly, a substantial portion of our facility management contracts are scheduled to expire each year, notwithstanding contractual renewal options that a government agency may exercise. Although we generally expect these customers to exercise renewal options or negotiate new contracts with us, one or more of these contracts may not be renewed by the corresponding governmental agency. Further, our government partners can generally terminate our management contracts for non-appropriation of funds or for convenience.

Additionally, the Private Prison EO issued by President Biden on January 26, 2021, directs the Attorney General to not renew DOJ contracts with privately operated criminal detention facilities. Two agencies of the DOJ, the BOP and the USMS utilize our services. The BOP houses inmates who have been convicted, and the USMS is generally responsible for detainees who are awaiting trial. The BOP has experienced a steady decline in inmate populations over the last eight years, a trend that has been accelerated by the COVID-19 pandemic. We currently have one prison contract with the BOP at our 1,978-bed McRae Correctional Facility, accounting for 2% ($40.6 million) of our total revenue for the twelve months ended December 31, 2021, which expires in November 2022. During the three and nine months ended September 30, 2022, we generated management revenue of $10.3 million and $31.0 million, respectively, from this contract with the BOP. We do not expect this contract to be renewed upon its expiration in November 2022. As further described hereinafter, we completed the sale of the McRae facility in August 2022 to the Georgia Building Authority, and entered into an agreement to lease the facility through November 2022 to allow us to fulfill our obligations to the BOP. The Private Prison EO only applies to agencies that are part of the DOJ, which includes the BOP and USMS. ICE facilities are not covered by the Private Prison EO, as ICE is an agency of DHS, not the DOJ, although it is possible that the federal government could choose to take similar action on ICE facilities in the future. USMS and ICE accounted for 22% ($300.7 million) and 29% ($398.0 million), respectively, of our total revenue for the nine months ended September 30, 2022, and 23% ($433.6 million) and 30% ($552.2 million), respectively, of our total revenue for the twelve months ended December 31, 2021.

Based on information available as of the date of this Quarterly Report, other than the previously mentioned contract with the BOP at ~~this filing,~~our McRae facility, we believe we will renew all ~~material~~other contracts with our government partners that have expired or are scheduled to expire within the next twelve ~~months.~~months that could have a material adverse impact on our financial statements. We believe our renewal rate on existing contracts remains high ~~as a result of~~due to a variety of reasons including, but not limited to, the constrained supply of available beds within the U.S. correctional system, our ownership of the majority of the beds we operate, and the ~~quality of our operations.~~

~~The operation~~cost effectiveness of the ~~facilities~~services we ~~own carries a higher degree~~provide. However, we cannot assure that we will continue to achieve such renewal rates in the future.

CoreCivic Safety includes the operating results of ~~risk associated with a facility contract than~~ the ~~operation of the facilities we manage but do not own because we incur significant capital expenditures to construct, renovate or acquire facilities we own. Additionally,~~ correctional and detention facilities ~~have limited~~that we operated during each period. Total revenue generated by CoreCivic Safety decreased $8.3 million, or ~~no alternative use. Therefore, if a contract is terminated on a~~1.9%, from $431.5 million during the three months ended September 30, 2021 to $423.2 million during the three months ended September 30, 2022, and decreased $7.4 million, or 0.6%, from $1,261.2 million during the nine months ended September 30, 2021 to $1,253.8 million during the nine months ended September 30, 2022. CoreCivic Safety's facility ~~we own, we continue~~net operating income decreased $36.3 million, or 30.9%, from $117.3 million during the three months ended September 30, 2021 to ~~incur certain~~$81.0 million during the three months ended September 30, 2022, and decreased $67.9 million, or 20.3%, from $334.2 million during the nine months ended September 30, 2021 to $266.3 million during the nine months ended September 30, 2022. During the three and nine months ended September 30, 2022, CoreCivic Safety generated 82.5% and 83.5%, respectively, of our total segment net operating ~~expenses, such as real estate taxes, utilities,~~income, compared with 86.8% and ~~insurance, which we would not incur if a management contract were terminated for a managed-only facility. As a result, revenue per compensated man-day is typically higher for facilities we own~~85.0% during the three and manage than for managed-only facilities. Because we incur higher expenses, such as repairs and maintenance, real estate taxes, and insurance, on the facilities we own and manage, our cost structure for facilities we own and manage is also higher than the cost structure for the managed-only facilities. nine months ended September 30, 2021, respectively.

The following ~~tables display~~table displays the revenue and expenses per compensated man-day for ~~the~~CoreCivic Safety's correctional and detention facilities placed into service that we own and manage and for the facilities we manage but do not own, ~~which~~inclusive of the transportation services provided by TransCor:

The Private Prison EO could have a negative impact on our future results of operations and cash flows, to the extent we ~~believe is useful~~are unable to ~~our financial statement users:~~

~~Facility net operating income, or~~replace the ~~operating income or loss from operations before interest, taxes, asset impairments, depreciation and amortization,~~cash flows with new management contracts like we did at our ~~owned~~Northeast Ohio and ~~managed~~Crossroads facilities, ~~decreased by $22.9 million, from $138.6 million during~~as previously described herein. We had direct contracts with the USMS to care for detainees at our 600-bed West Tennessee Detention Facility that expired on September 30, 2021 and was not renewed and at our 1,033-bed Leavenworth Detention Center that expired on December 31, 2021 and was not renewed. We are actively marketing the West Tennessee and Leavenworth facilities to other government agencies. However, we can provide no assurance that we will be able to reach an agreement for the utilization of the West Tennessee and Leavenworth facilities. During the three and nine months ended September 30, ~~2016 to $115.7~~2021, the contract with the USMS at our West Tennessee facility generated management revenue of $4.5 million ~~during~~and $14.7 million, respectively. During the three and nine months ended September 30, ~~2017, a decrease of 16.5%. Facility net operating income~~2021, the contract with the USMS at our ~~owned~~Leavenworth facility generated management revenue of $9.2 million and ~~managed~~$28.8 million, respectively. We idled both the West Tennessee and Leavenworth facilities ~~decreased by $41.1 million, from $399.5 million~~upon expiration of the contracts with the USMS. However, we temporarily retained a certain staffing level at both facilities during the first three months of 2022 in the event that we were able to enter into new contracts with government agencies promptly following the contract expirations and to provide transportation services at the Leavenworth facility, which contributed to the increase in operating expenses per man-day in our Safety segment during the nine months ended September 30, ~~2016 to $358.4 million during~~2022. During the three and nine months ended September 30, ~~2017,~~2022, these two facilities experienced facility net operating losses aggregating $0.9 million and $4.4 million, respectively, resulting in a ~~decrease of 10.3%. Facility~~total reduction to facility net operating income of $1.4 million and $10.4 million, respectively, at these two facilities as compared to the same periods in 2021.

As previously described herein, we also have one prison contract with the BOP at our ~~owned and managed facilities~~1,978-bed McRae Correctional Facility, which expires in both periods of 2017 was unfavorably impacted by the amended IGSA associated with the South Texas Family Residential Center, which became effective in the fourth quarter of 2016, as further described hereafter. The aggregate depreciation and interest expense associated with the lease at the South Texas Family Residential Center forNovember 2022 that we do not expect to be renewed. During the three ~~months ended September 30, 2017~~ and ~~2016 totaling $5.7 million and $13.2 million, respectively, and for the~~ nine months ended September 30, ~~2017 and 2016 totaling $17.2 million and $40.0 million, respectively, are not included in these~~2022, this facility generated facility net operating income ~~amounts, but are included in the per compensated man-day statistics.~~

~~In September 2014, we announced that we agreed to an expansion~~ of ~~an IGSA between the city of Eloy, Arizona~~$1.6 million and ICE to care for up to 2,400 individuals at the South Texas Family Residential Center, a facility we lease in Dilley, Texas. The services provided under the original amended IGSA commenced in the fourth quarter of 2014 and had an original term of up to four years.

~~In October 2016, we~~$6.3 million, respectively. We entered into ~~an amended IGSA that provides for~~ a ~~new, lower fixed monthly payment that commenced~~Purchase and Sale Agreement with the Georgia Building Authority to purchase the McRae facility in July 2022 and completed the sale in August 2022. We are now leasing the McRae Correctional Facility from the Georgia Building Authority through November ~~2016, and extended~~30, 2022 to allow us to fulfill our obligations to the ~~term~~BOP. We generated net sales proceeds of $129.7 million on the sale of the contract through September 2021. The agreement can be further extended by bi-lateral modification. However, ICE can also terminate the agreement for convenience or non-appropriation of funds, without penalty, by providing us with at least a 60-day notice. Concurrent with the amendment to the IGSA entered into in October 2016, we modified our lease agreement with the third-party lessor of theMcRae facility, to reflect a reduced monthly lease expense effective in November 2016, with a new term concurrent with the amended IGSA. In the event we cancel the lease with the third-party lessor prior to its expiration as a result of the termination of the IGSA by ICE for convenience, and if we are unable to reach an agreement for the continued use of the facility within 90 days from the termination date, we are required to pay a termination fee based on the termination date, currently equal to $10.0 million and declining to zero by October 2020.

During the three months ended September 30, 2017 and 2016, we recognized $42.7 million and $71.4 million, respectively, in total revenue associated with the South Texas Family Residential Center. During the nine months ended September 30, 2017 and 2016, we recognized $127.9 million and $213.1 million, respectively, in total revenue associated with the South Texas Family Residential Center. The original IGSA with ICE had a favorable impact on the revenue and net operating income of our owned and managed facilities during 2016, with more favorable operating margin percentages than those of our average owned and managed facilities. Under terms of the amended IGSA entered into in October 2016, the revenues generated at the South Texas Family Residential Center declined and operating margin percentages at the facility became more comparable to those of our average owned and managed facilities, resulting in a ~~material reduction to our facility~~ net ~~operating income in 2017.~~

~~Numerous lawsuits, to~~gain on the sale of $77.5 million, which we are not a party, have challenged the government's policy of detaining migrant families. Any court decision or government action that impacts our existing contract for the South Texas Family Residential Center could materially affect our cash flows, financial condition, and results of operations.

In December 2015, we announced that we were awarded a new contract from the Arizona Department of Corrections, or ADOC, to care for up to an additional 1,000 medium-security inmates at our Red Rock facility, bringing the contracted bed capacity to 2,000 inmates. The new management contract contains an initial term of ten years, with two five-year renewal options upon mutual agreement and provides for an occupancy guarantee of 90% of the contracted beds. The government partner included the occupancy guaranteerecognized in its request for proposal in order to guarantee its access to the beds. In connection with the new award, we expanded our Red Rock facility to a design capacity of 2,024 beds and added additional space for inmate reentry programming. We began receiving inmates under the new contract during the third quarter of ~~2016.~~2022.

Operating margins in the CoreCivic Safety segment have also been negatively impacted during the first nine months of 2022 by increased operating expenses per man-day, which was driven primarily by incremental staffing levels, higher wage rates, and increased registry nursing and other related expenses. As previously described herein, we have experienced labor shortages and wage pressures in many markets across the country, and have provided customary inflationary wage increases to remain competitive, including increases to most of our facility staff during July of the last three years since the COVID-19 pandemic started. Further, we have incurred, and expect to continue to incur, incremental expenses to help ensure sufficient staffing levels under unique and challenging working conditions, including but not limited to, shift incentive bonuses, recruiting and retention bonuses, temporary employee housing expenses and travel reimbursements, off-cycle wage increases, as well as relocation incentives. During 2021, we operated at reduced staffing levels due to COVID-19 health and safety measures, including occupancy restrictions and labor shortages in many of our markets. Further, in an effort to mitigate the spread of COVID-19 and at the direction of our government partners, we significantly reduced the level of movement within our facilities, enabling us to more efficiently manage our staffing. We have worked with our government partners and followed national and local health standards as we reinstated normal movement within our facilities. The ~~new contract generated $4.8 million~~negative impact on operating margins resulting from these factors was partially offset by a 3.5% and ~~$16.3 million of incremental~~3.6% increase in average revenue per compensated

man-day during the three and nine months ended September 30, ~~2017,~~2022, respectively, when compared to the same periods in the prior year. The increase in average revenue per compensated man-day in both periods resulted from the effect of per diem increases at several of our facilities, as we have received per diem increases resulting from additional funding to address increases in the wages of our employees.

~~During~~In December 2021, we were awarded a new management contract from the ~~first~~state of Arizona for up to 2,706 inmates at our 3,060-bed La Palma Correctional Center in Arizona. The State will close an outdated public-sector prison and transfer inmate populations to our La Palma facility. The transfer began in April 2022, and is expected to be completed in the fourth quarter of ~~2015,~~2022. Before the ~~adult inmate~~new award, the La Palma facility supported the mission of ICE by caring for approximately 1,800 detainees. The transition of population ~~held in~~from ICE detainees to inmates from the state of California institutions first met a Federal court order to reduce inmate populations below 137.5% of its capacity. Inmate populations in the state continued to decline below the court ordered capacity limit whichArizona has resulted in ~~declining inmate populations in~~ the ~~out-of-state program at facilities~~disruption of earnings and cash flows, and we ~~own and operate. As~~expect this disruption will continue until the occupancy of ~~September 30, 2017,~~inmates from the ~~adult inmate population held in~~ state of ~~California institutions remained~~Arizona reaches stabilization. Upon full utilization of the new contract, we expect to generate approximately $75.0 million to $85.0 million in ~~compliance with~~annualized revenue at the ~~Federal court order at approximately 135.9%~~La Palma facility. However, because of ~~capacity, or approximately 116,000~~the preparation to receive the Arizona inmates, ~~which did not include~~including a reduction in the ~~California inmates held in our out-of-state facilities, compared with 114,000 inmates at December 31, 2016. During the three months ended September 30, 2017 and 2016, we cared for an~~ average daily population of ~~approximately 4,400 and 4,800 California inmates, respectively, in facilities outside~~ICE detainees at the state as a partial solution to the State's overcrowding. This decline in population, along with the revenue impact in the nine-month period of one fewer day of operations due to leap year in 2016, resulted in a decrease in revenue of $1.8facility, facility net operating income decreased $11.8 million and ~~$7.9~~$25.1 million ~~respectively, from~~during the three and nine months ended September 30 ~~2016 to~~2022, respectively, compared with the ~~comparable~~same periods in ~~2017.~~ 2021.

~~Approximately 6.0% of our total revenue~~Our managed-only contract for ~~both~~ the ~~nine months ended September 30, 2017~~1,030-bed Marion County Jail in Indianapolis, Indiana terminated and ~~2016 was generated from the California Department of Corrections and Rehabilitation, or CDCR, in facilities housing inmates outside the state of California.~~

~~In June 2017, the Governor of California signed~~operations transitioned to Marion County effective January 31, 2022. Marion County constructed a ~~budget for fiscal 2017-2018, which contemplates~~replacement facility that implementation of initiatives to reduce prison populations will allow the CDCR to remove all inmates from one of our two remaining out-of-state facilities in fiscal 2017-2018. Additionally, as a result of such prison population reduction initiatives, the CDCR anticipates reducing inmate populations from our other out-of-state facility in calendar year 2018. Although the budget acknowledges that estimates of population reductions are preliminary and subject to considerable uncertainty, we can provide no assurance that we would be able to replace the cash flows associated with our contract with the CDCR, if CDCR inmates are removed from our Tallahatchie and La Palma facilities. An elimination of the use of our out-of-state solutions by the state of California would have a significant impact on our financial position, results of operations, and cash flows.

On April 11, 2017, we announced that we contracted with the state of Ohio to care for up to an additional 996 offenders at our 2,016-bed Northeast Ohio Correctional Center. The initial term of the contract continues through June 2032 with unlimited renewal options, subject to appropriations and mutual agreement. We began receiving offender populations at the Northeast Ohio facility from the state of Ohio in the third quarter of 2017, with full contract utilization expected by the end of the first quarter of 2018. On September 30, 2017, we cared for approximately 300 offenders from the state of Ohio, 650 detainees from the USMS, and approximately 200 detainees from ICE at our Northeast Ohio facility.

~~Our contract with the District at the D.C. Correctional Treatment Facility expired in the first quarter of 2017. The District assumed operation of the facility~~became fully operational in January 2017. We incurred a facility net operating loss of $0.5 million during the first quarter of 2017. We incurred facility net operating income at the facility of $0.1 million during the three months ended September 30, 2016 and a facility net operating loss of $0.4 million during the nine months ended September 30, 2016. Our investment in the direct financing lease with the District also expired in the first quarter of 2017. Upon expiration of the lease, ownership of the facility automatically reverted to the District.

On April 30, 2017, our contract with the BOP at our Eden Detention Center expired and was not renewed. During the time the facility was active in 2017, we generated facility net operating income of $1.9 million and we generated $9.1 million for the full year ended December 31, 2016.

As a result of declines in federal populations at our 910-bed Torrance County Detention Facility and 1,129-bed Cibola County Corrections Center, during the third quarter of 2017, we made the decision to consolidate offender populations into our Cibola facility in order to take advantage of efficiencies gained by consolidating populations into one facility. We idled the Torrance facility in the fourth quarter of 2017 following the transfer of the offender population, and have begun to market the facility to other potential customers. 2022. During the three and nine months ended September 30, ~~2017, we incurred~~2021, this facility generated facility net operating ~~losses~~income of ~~$0.9~~$1.3 million and ~~$1.7~~$3.3 million, respectively, ~~at the Torrance facility and~~compared to a facility net operating loss of ~~$4.0~~$0.1 million ~~for~~during the ~~full year ended December 31, 2016.~~

~~The following acquisitions have positively impacted our current~~time the facility ~~operating income and our diversification strategy:~~was active in 2022.

We acquired these ten facilities as strategic investments that further expand the network of reentry assets we own and the services we provide. Total revenue generated from the acquisition of CMI during the nine months ended September 30, 2016 totaled $6.5 million. Total revenue generated from the ten facilities$8.1 million during the three and nine months ended September 30, ~~2017 totaled $5.1~~2021, respectively. During the time the facility operated in our Safety segment during 2021, the Northwest New Mexico facility incurred a facility net operating loss of $2.3 million, including a net operating loss of $0.9 million and ~~$13.0 million, respectively.~~

~~Total revenue at our managed-only facilities decreased $4.7 million, from $52.4~~$2.1 million during the ~~third quarter of 2016 to $47.7 million during the third quarter of 2017,~~three and ~~decreased $4.5 million, from $153.6 million during the~~ nine months ended September 30, 2016 to $149.1 million during the nine months ended September 30, 2017. When compared with the same periods in the prior year, revenue per compensated man-day increased to $46.96 from $42.71, or 10.0%, for the three months ended September 30, 2017, and increased to $44.42 from $42.52, or 4.5%, for the nine months ended September 30, 2017. Operating expenses per compensated man-day increased to $43.35 from $38.47 for the three months ended September 30, 2017, and increased to $40.73 from $37.79 for the nine months ended September 30, 2017, when compared with the same periods in the prior year. Facility net operating income at our managed-only facilities decreased $1.5 million, from $5.2 million during the three months ended September 30, 2016 to $3.7 million during the three months ended September 30, 2017, and decreased $4.7 million, from $17.1 million during the nine months ended September 30, 2016 to $12.4 million during the nine months ended September 30, 2017.2021, respectively. During the three and nine months ended September 30, ~~2017, managed-only~~2022, this facility generated lease revenue of $0.8 million and $2.4 million, respectively, and facility net operating income of $0.3 million and $1.0 million, respectively.

California Assembly Bill 32, or AB32, became effective January 1, 2020. AB32 generally prohibits new contracts and renewals of existing contracts between private, for-profit entities and government agencies for the operation of detention facilities within the state of California, and prohibits the utilization of detention centers operated by private, for-profit entities by the state of California effective January 1, 2028. AB32 does not apply to facilities leased from private, for-profit entities, such as our California City Correctional Center. The U.S. Government and The GEO Group, Inc. both filed lawsuits against the state of California challenging the enforceability of AB32 under applicable law. On September 26, 2022, the Ninth Circuit Court of Appeals, or the Appeals Court, ruled that AB32 violates the Supremacy Clause of the U.S. Constitution, which generally prohibits states from interfering with the enforcement of federal laws and the federal government's exercise of its constitutional powers. Accordingly, the Appeals Court remanded the case to the United States District Court for the Southern District of California for proceedings consistent with this ruling. Our contract with ICE to operate the 1,994-bed Otay Mesa Detention Center is currently scheduled to expire in December 2024, but may be extended by ICE pursuant to the first of its two 5-year renewal options.

CoreCivic Properties includes the operating results of the properties we leased to third parties and that ~~offset increasing expenses~~were used by government agencies during each period. Total revenue generated by CoreCivic Properties increased $0.6 million, or 4.6%, from $13.9 million during the three months ended September 30, 2021 to $14.6 million during the three months ended September 30, 2022, and ~~enable us~~decreased $11.2 million, or 20.4%, from $54.9 million during the nine months ended September 30, 2021 to ~~maintain safe, effective operations.~~

~~During~~$43.7 million during the nine months ended September 30, 2022. CoreCivic Properties' facility net operating income increased $0.1 million, or 1.2%, from $10.6 million during the three months ended September 30, 2021 to $10.7 million during the three months ended September 30, 2022, and decreased $6.5 million, or 16.3%, from $39.6 million during the nine months ended September 30, 2021 to $33.1 million during the nine months ended September 30, 2022. The increases in total revenue and net operating income in the three-month period were primarily the result of the new lease at our Northwest New Mexico Correctional Center, as further described hereinafter. The decreases in total revenue and net operating income in the nine-month period were primarily the result of the three actively leased properties we sold in the second quarter of 2021 and the two actively leased properties we sold in the third quarter of ~~2016,~~ 2022, as further described hereinafter, partially offset by

the ~~Texas Department~~revenue and net operating income generated by the new lease at our Northwest New Mexico Correctional Center. During the three and nine months ended September 30, 2022, CoreCivic Properties generated 13.1% and 12.5%, respectively, of ~~Criminal Justice,~~our total segment net operating income, compared with 9.4% and 11.8% during the three and nine months ended September 30, 2021, respectively.

On May 28, 2021, we completed the sale of two leased properties, the 277,000 square foot Capital Commerce Center, primarily leased to an agency of the State of Florida in Tallahassee, Florida, and a 217,000 square foot warehouse property leased to the General Services Administration, or ~~TDCJ, solicited proposals~~GSA, in Dayton, Ohio, in a single transaction to a third party for an aggregate price of $73.0 million, generating net proceeds of $46.2 million after the ~~rebid~~repayment of ~~four facilities~~the debt related to the Capital Commerce Center and other transaction-related costs. In addition, on June 29, 2021, we ~~managed~~completed the sale of a 541,000 square foot property leased to the GSA in Baltimore, Maryland to a third party for a price of $253.0 million, generating net proceeds of $76.4 million after the repayment of the debt related to the Baltimore property and other transaction-related costs. During our period of ownership in 2021, these three properties generated facility net operating income of $9.5 million. We recorded an aggregate net gain on the sales of these three properties of $38.9 million during the second quarter of 2021.

On September 20, 2021, we entered into a three-year lease agreement with the state of ~~Texas. The managed-only contracts for these four facilities were scheduled~~New Mexico at our 596-bed Northwest New Mexico Correctional Center. We previously operated the Northwest New Mexico facility in our Safety segment under a contract with the state of New Mexico. We transitioned facility operations to ~~expire in August 2017. On March 31, 2017,~~ the ~~TDCJ notified us that, in light~~New Mexico Corrections Department upon commencement of the ~~current economic climate as well as~~new lease agreement on November 1, 2021. We will retain responsibility for facility maintenance throughout the ~~fiscal constraints and budget outlook~~term of the lease. The new lease agreement includes extension options that could extend the term of the lease through October 31, 2041. The average annual rent for the ~~TDCJ for~~initial three-year lease term is $3.2 million, including annual rent of $4.2 million in the ~~next biennium, the TDCJ would not be awarding the contract for the Bartlett State Jail, one~~second and third years of the ~~facilities included~~lease, with annual escalators thereafter.

During July 2022, we sold the Stockton Female Community Corrections Facility and the Long Beach Community Corrections Center, both located in California, generating net sales proceeds of $10.9 million. During 2021, these two properties generated facility net operating income of $1.0 million, including $0.3 million and $0.8 million in the ~~rebid process.~~three and nine months ended September 30, 2021, respectively. During our period of ownership in 2022, these two properties generated facility net operating income of $0.6 million. We reported an aggregate net gain on the ~~first quarter~~sale of ~~2017, we wrote-off $0.3~~these two properties of $2.3 million ~~of goodwill associated with this managed-only facility. In collaboration with the TDCJ, the decision was made to close the Bartlett facility on June 24, 2017. During~~during the third quarter of ~~2017, the TDCJ notified us that it selected other operators~~2022.

In September 2022, we entered into a Letter of Intent with a third party for the ~~management~~sale of our Roth Hall Residential Reentry Center and the ~~three remaining managed-only facilities that were subject~~Walker Hall Residential Reentry Center both of which are located in Philadelphia, Pennsylvania, for a gross sales price of $6.3 million. We expect the sale to be complete during the ~~rebid. We successfully transferred operations~~fourth quarter of ~~these facilities to the other operators upon expiration of the contracts. The four facilities we managed for the state of Texas had~~2022. These two properties operated at a ~~total capacity of 5,129 beds and~~ ~~generated total revenue and a~~break-even facility net operating ~~loss of $30.4 million~~income level for the three months ended September 20, 2022, and generated $0.2 million ~~respectively,~~of facility net operating income for the nine months ended September 30, 2017, and total revenue and net operating income of $49.9 million and $2.3 million, respectively, for the year ended December 31, 2016. The termination of the contracts with the TDCJ contributed to the increase in revenue and expenses per compensated man-day, as the per diem and operating expense structure associated with these contracts were substantially lower than our managed-only portfolio average.

In May 2016, we entered into a lease with the Oklahoma Department of Corrections, or ODOC, for our previously idled 2,400-bed North Fork Correctional Facility. The lease agreement commenced on July 1, 2016, and includes a five-year base term with unlimited two-year renewal options. However, the lease agreement permitted the ODOC to utilize the facility for certain activation activities and, therefore, revenue recognition began upon execution of the lease. The average annual rent to be recognized during the five-year base term is $7.3 million, including annual rent in the fifth year of $12.0 million. After the five-year base term, the annual rent will be equal to the rent due during the prior lease year, adjusted for increases in the Consumer Price Index. We are responsible for repairs and maintenance, property taxes and property insurance, while all other aspects and costs of facility operations are the responsibility of the ODOC.

On June 10, 2016, we acquired a residential reentry center in Long Beach, California from a privately held owner. The 112-bed facility is leased to a third-party operator under a triple net lease agreement that extends through June 2020 and includes one five-year lease extension option. In addition, on February 10, 2017, we acquired the Stockton Female Community Corrections Facility, a 100-bed residential reentry center in Stockton, California. The 100-bed facility is leased to a third-party operator under a triple net lease agreement that extends through April 2021 and includes one five-year lease extension option. Both third-party operators separately contract with the CDCR to provide rehabilitative and reentry services to residents at the leased facilities. We acquired the facilities in the real estate–only transactions as strategic investments that further expand our network of residential reentry centers. During the third quarter of 2017, we acquired a portfolio of four properties, including a 230-bed residential reentry center leased to the state of Georgia, a property in North Carolina and a property in Georgia, each of which is leased to the Social Security Administration, or SSA, and a property in North Carolina leased to the Internal Revenue Service, or IRS. We currently expect these six properties to generate total annual revenue of approximately $2.0 million.

For the three months ended September 30, ~~2017~~2022 and ~~2016,~~2021, general and administrative expenses totaled ~~$28.3~~$30.2 million and ~~$27.7~~$34.6 million, respectively, while general and administrative expenses totaled ~~$79.5~~$92.8 million and ~~$81.5~~$97.4 million ~~respectively,~~ during the nine months ended September 30, ~~2017~~2022 and ~~2016.~~2021, respectively. General and administrative expenses consist primarily of corporate management salaries and benefits, professional fees, ~~including those associated with mergers and acquisitions, or M&A,~~ and other administrative expenses. ~~An increase in incentive compensation and M&A expenses during the third quarter of 2017 compared to the third quarter of 2016, was largely offset by a reduction in general~~General and administrative expenses ~~resulting~~decreased from the prior year periods primarily as a ~~restructuring~~result of ~~our~~a decrease in corporate ~~operations announced during the third quarter of 2016.~~ management salaries and benefits, which was largely related to lower incentive-based compensation.

For the three months ended September 30, ~~2017~~2022 and ~~2016,~~2021, depreciation and amortization expense totaled ~~$36.5~~$31.9 million and ~~$42.9~~$34.0 million, respectively, while depreciation and amortization expense totaled ~~$109.6~~$96.2 million and ~~$127.3~~$100.8 million ~~respectively,~~ during the nine months ended September 30, ~~2017~~2022 and ~~2016. Our lease~~2021, respectively. Depreciation and amortization expense decreased in both periods due to certain information technology equipment becoming fully depreciated. In addition, the decrease in depreciation and amortization expense in both periods was due to the contract termination at the Marion County Jail and the sales of our Fox Facility and Training Center and our Ulster Facility, all of which occurred during the first quarter of 2022. In addition, the sale of our McRae Correctional Facility in the third quarter of 2022 contributed to the decrease in depreciation and amortization expense in both the three- and nine-month periods ended September 30, 2022.

On April 16, 2021, we reached an agreement ~~with~~in principle to settle a purported securities class action lawsuit that was filed on August 23, 2016 in the ~~third-party lessor associated with~~United States District Court for the ~~2,400-bed South Texas Family Residential Center resulted in our being deemed~~Middle District of Tennessee, or the ~~owner~~District Court, captioned Grae v. Corrections Corporation of America et al. The monetary terms of the ~~constructed assets~~settlement included a payment of $56.0 million in return for ~~accounting purposes,~~a dismissal of the

case with prejudice and a full release of all claims against all defendants. The settlement agreement, which was approved by the District Court on November 8, 2021, contains no admission of liability, wrongdoing, or responsibility by any of the defendants, including us. As a result of the settlement, we recognized an expense of $54.3 million during 2021 (all of which was recognized during the first six months of 2021), which was net of the remaining insurance available under the Company's policies. We paid the settlement amount in ~~accordance~~May 2021.

We are also named along with ~~ASC 840-40-55, formerly Emerging Issues Task Force No. 97-10, "The Effect~~several of ~~Lessee Involvement~~our directors in ~~Asset Construction". Accordingly, our balance sheet reflects~~six derivative lawsuits which raise similar allegations to those raised in the Grae securities litigation, which are currently stayed by agreement of the parties. While we believe these lawsuits are entirely without merit, we acknowledge the costs ~~attributable~~and risks of extensive and complex litigation regarding these matters are substantial and subject to an unpredictable outcome. On June 17, 2022, we and derivative plaintiffs informed the District Court that the parties had reached an agreement as to the ~~building assets constructed by the third-party lessor, which, beginning in~~plaintiffs' attorneys' fees and expenses. During the second quarter of ~~2015, began depreciating over the remainder~~2022, we recognized an additional expense of $1.9 million to reflect our estimate of the ~~four-year term~~probable liability associated with these matters. On September 19, 2022, the Court issued an order, or the Preliminary Order, providing for preliminary approval of the ~~original lease. Depreciation expense~~proposed settlement of the claims asserted nominally on our behalf against the individual defendants named in the previously disclosed stockholder derivative action. The settlement calls for us to adopt certain governance changes and to pay plaintiff’s counsel $3.5 million in attorneys’ fees. The Preliminary Order set a final settlement approval hearing for December 1, 2022. Considering amounts previously recognized for these matters, we had adequately accrued for this liability as of September 30, 2022.

Pursuant to the ~~constructed assets at this facility was $4.1 million and $10.7~~agreement to sell the Oklahoma City Transitional Center expected to close in the fourth quarter of 2022, we recognized an impairment charge of $3.5 million during the three months ended September 30, ~~2017 and 2016, respectively, and $12.3 million and $31.9 million~~2022 associated with this facility held for sale, based on its estimated net realizable value less costs to sell.

Asset impairment charges during the nine months ended September 30, 2017 and 2016, respectively. As previously described herein, we modified our lease agreement with the third-party lessor of the facility in October 2016, which resulted in a reduced monthly lease rate effective in November 2016 and extended the term of the contract. As a result of the lease modification, depreciation expense2021 include $5.2 million for the ~~constructed assets at the South Texas Family Residential Center is expected to decline in 2017 to approximately $16.6 million from $38.7 million in 2016.~~

~~During the third quarter~~impairment of 2016, we announced a restructuring of our corporate operations and implementation of a cost reduction plan, resulting in the elimination of approximately 12% of the corporate workforce at our headquarters. The restructuring realigned the corporate structure to more effectively serve facility operations and support the progression of our business diversification strategy. We reported a chargepre-development activities recognized in the third quarter of ~~2016~~2021 in our Properties segment. The impairment was a result of ~~$4.0~~lease terminations with the state of Alabama, as previously described in our 2021 Form 10-K. Asset impairment charges during the nine months ended September 30, 2021 also include the impairment of $2.9 million ~~associated with this restructuring. This charge primarily consisted of cash payments~~ for ~~severance~~goodwill and ~~related benefits to terminated employees and a non-cash charge~~other assets associated with the ~~voluntary forfeiture by our chief executive officer~~anticipated termination of a ~~restricted stock unit award.~~ managed-only contract in our Safety segment recognized during the second quarter of 2021, and $1.3 million for the impairment of real estate assets recognized during the first quarter of 2021 for a facility in our Properties segment that was sold during the second quarter of 2021.

As discussed in more detail hereinafter, on May 12, 2022, we entered into a Third Amended and Restated Credit Agreement, or the New Bank Credit Facility, in an aggregate principal amount of $350.0 million, consisting of a $100.0 million term loan, or the New Term Loan A, and a $250.0 revolving credit facility, or the New Revolving Credit Facility. The New Bank Credit Facility replaced the Second Amended and Restated Credit Agreement, or the Previous Bank Credit Facility, which was in an aggregate principal amount of $1.0 billion and consisted of a term loan with an original principal balance of $200.0 million, or the Previous Term Loan A, and a revolving credit facility with a borrowing capacity of $800.0 million, or the Previous Revolving Credit Facility. The New Bank Credit Facility extends the maturity to May 2026 from the April 2023 maturity under the Previous Bank Credit Facility. The New Bank Credit Facility and the Previous Bank Credit Facility are together referred to herein as the Bank Credit Facility.

Interest expense is reported net of interest income and capitalized interest for the three and nine months ended September 30, ~~2017~~2022 and ~~2016.~~2021. Gross interest expense, net of capitalized interest, was ~~$17.2~~$23.5 million and ~~$17.1~~$23.1 million ~~respectively,~~ for the three months ended September 30, ~~2017~~2022 and ~~2016,~~2021, respectively, and was ~~$50.8~~$73.1 million and ~~$52.2~~$69.9 million ~~respectively,~~ for the nine months ended September 30, ~~2017~~2022 and ~~2016.~~2021, respectively. Gross interest expense iswas based on outstanding borrowings under our ~~$900.0 million revolving credit facility, or revolving credit facility,~~Bank Credit Facility, our Term Loan B (which we repaid in full in May 2022, as further described hereinafter), our outstanding ~~Incremental Term Loan, or Term Loan,~~senior unsecured notes, and our outstanding ~~senior~~non-recourse mortgage notes, as well as the amortization of loan costs and unused facility fees. ~~We also incur interest expense associated with the lease of the South Texas Family Residential Center, in accordance with ASC 840-40-55.~~ Interest expense ~~associated with the lease of this facility was $1.6 million and $2.5 million~~ during the ~~three months~~nine-month period ended September 30, 2017 and 2016, respectively, and $4.9 million and $8.1 million during the nine months ended September 30, 2017 and 2016, respectively. As previously described herein, we modified our lease agreement2022 compared with the ~~third-party lessor of the facility~~same period in ~~October 2016, which resulted in a reduced monthly lease rate effective in November 2016 and extended the term of the contract. As~~2021 increased primarily as a result of the ~~lease modification,~~issuance of $675.0 million aggregate principal amount of 8.25% senior unsecured notes in April and September 2021, which increased the average interest ~~expense associated with~~rate applicable to our outstanding debt, as further described hereinafter. However, the ~~lease of the South Texas Family Residential Center is expected to decline~~increase in ~~2017 to approximately $6.4 million from $10.0 million in 2016. The decrease in~~gross interest expense ~~in both periods that primarily resulted from the reduction in expense associated with the lease of the South Texas Family Residential Center~~ was partially offset by ~~an increase~~a decrease in the ~~London Interbank Offered Rate, or LIBOR.~~average outstanding balance on our Previous Revolving Credit Facility (which we repaid in full in the third quarter of 2021), the redemption and repurchase of an aggregate of $426.4 million of senior unsecured notes during 2021, the repayment of certain non-recourse mortgage notes during 2021, the repayment of $90.0 million of the then-outstanding balance of the Term Loan B during October 2021, and the $124.1 million repayment of the remaining balance of the Term Loan B during May 2022, all as further described hereinafter, which also contributed to a reduction in interest expense during the three-month period ended September 30, 2022 compared with the same period in 2021.

We ~~have~~ benefited from relatively low interest rates on our ~~revolving credit facility,~~Previous Bank Credit Facility, which iswas largely based on the London Interbank Offered Rate, or LIBOR. Based on our total leverage ratio, ~~loans~~borrowings under our ~~revolving credit facility~~Previous Bank Credit Facility during ~~2016 and the first nine months~~most of ~~2017~~2021 were at the base rate plus a margin of 0.50% or at LIBOR plus a margin of 1.50%, and a commitment fee equal to 0.35% of the unfunded ~~balance. Interest~~balance of the Previous Revolving Credit Facility. During the fourth quarter of 2021, based on a reduction in our total leverage ratio, borrowings under our Previous Bank Credit Facility decreased to a base rate plus a margin of 0.25% or LIBOR plus a margin of 1.25%, and a commitment fee equal to 0.30% of the unfunded balance of the Previous Revolving Credit Facility. Based on our current total leverage ratio, loans under our New Bank Credit Facility bear interest at a base rate plus a margin of 2.25% or at the Bloomberg Short-Term Bank Yield Index, or BSBY, rate plus a margin of 3.25%, and a commitment fee equal to 0.45% of the unfunded balance of the New Revolving Credit Facility. Although we are exposed to rising interest rates, we have reduced our exposure to rising interest rates by paying down our variable rate debt. The only remaining variable rate debt we have is associated with our New Term Loan A, which had an outstanding balance of $97.5 million as of September 30, 2022, and our New Revolving Credit Facility, which has no outstanding balance and remains undrawn.

On May 19, 2022, we voluntarily repaid in full the debt outstanding under our Term Loan B, amounting to $124.1 million, and satisfied all of our outstanding obligations under the Term Loan ~~are~~B. We did not incur any prepayment penalties in connection with the ~~same as~~repayment of the Term Loan B, which had a scheduled maturity of December 18, 2024. The prepayment was made in full with cash on hand. The Term Loan B bore interest ~~rates under~~at LIBOR plus 4.50%, with a 1.00% LIBOR floor (or, at our ~~revolving credit facility.~~option, a base rate plus 3.50%).

The 2018 acquisition of the Capital Commerce Center located in Tallahassee, Florida was partially financed with a non-recourse mortgage note, or the Capital Commerce Note, which was fully secured by the Capital Commerce property. The Capital Commerce Note carried a fixed interest rate of 4.5%, required monthly principal and interest payments, and was scheduled to mature in January 2033. The Capital Commerce Note was fully repaid in connection with the sale of the Capital Commerce Center on May 28, 2021.

In connection with the acquisition of the SSA-Baltimore office building in 2018, a wholly-owned unrestricted subsidiary of ours assumed $157.3 million of in-place financing. The assumed non-recourse mortgage note, or the SSA Baltimore Note, carried a fixed interest rate of 4.5% and required monthly principal and interest payments, with a balloon payment of $40.0 million due at maturity in February 2034. The SSA-Baltimore Note was fully secured by the SSA-Baltimore property. The SSA-Baltimore Note was fully repaid in connection with the sale of the SSA-Baltimore property on June 29, 2021.

On ~~October 13, 2017,~~April 14, 2021, we completed an underwritten registered public offering of $450.0 million aggregate principal amount of 8.25% senior unsecured notes due 2026, or the Original 8.25% Senior Notes, which are guaranteed by our existing and future subsidiaries that guarantee the Bank Credit Facility. The Original 8.25% Senior Notes were priced at 99.0% of face value and as a result have an effective yield to maturity of 8.50%. We used a significant amount of the net proceeds from the offering of the Original 8.25% Senior Notes (i) to redeem all of our previous $250.0 million aggregate principal amount of ~~4.75%~~5.0% senior unsecured notes, which were due in 2022, or the 5.0% Senior Notes, including the payment of the applicable "make-whole" redemption amount of $15.5 million and accrued interest, and (ii) to repurchase $149.0 million of our $350.0 million principal amount of 4.625% senior unsecured notes due ~~October 15, 2027. We used~~2023, or the 4.625% Senior Notes, at an aggregate purchase price of $151.2 million in privately negotiated transactions, reducing the outstanding balance of the 4.625% Senior Notes to $201.0 million. In the second and fourth quarters of 2021, we purchased an additional aggregate $27.3 million of our 4.625% Senior Notes at par in open market purchases, further reducing the outstanding balance of the 4.625% Senior Notes to $173.7 million. In addition, in the second and third quarters of 2022, we purchased an additional $7.1 million of the 4.625% Senior Notes at a weighted average purchase price approximately equal to par in open market purchases, reducing the outstanding balance of the 4.625% Senior Notes to $166.5 million as of September 30, 2022. The "make-whole" redemption amount paid in connection with the redemption of the 5.0% Senior Notes and the aggregate price paid for the 4.625% Senior Notes in excess of the principal amount of the notes repurchased resulted in charges of approximately $19.2 million during the second quarter of 2021, including costs associated with the repurchases and the proportionate write-off of existing debt issuance costs. The remaining net proceeds from the ~~offering~~issuance of the Original 8.25% Senior Notes were used to pay down a portion of the amounts outstanding under the Previous Revolving Credit Facility and for general corporate purposes.

On September 29, 2021, we completed an underwritten registered tack-on public offering of $225.0 million in aggregate principal amount of 8.25% Senior Notes due 2026, or the Additional 8.25% Senior Notes, at an issue price of 102.25% of their aggregate principal amount, plus accrued interest from the April 14, 2021 issue date for the Original 8.25% Senior Notes, resulting in an effective yield to maturity of 7.65% for the Additional 8.25% Senior Notes. The Additional 8.25% Senior Notes and the Original 8.25% Senior Notes, together the 8.25% Senior Notes, constitute a single class of securities and have identical terms, other than issue date and issue price. The issuance of the Additional 8.25% Senior Notes increased the total aggregate principal amount of the 8.25% Senior Notes outstanding to $675.0 million. The net proceeds from the issuance of the Additional 8.25% Senior Notes totaled approximately $225.5 million, after deducting the underwriting discounts and estimated offering expenses and including the original issuance premium. We used the net proceeds from the offering of the Additional 8.25% Senior Notes to pay down our ~~revolving credit facility which had~~Previous Revolving Credit Facility and for general corporate purposes. In the third quarter of 2022, we purchased $33.5 million of the 8.25% Senior Notes at a ~~variable~~ weighted average ~~interest rate~~purchase price approximately equal to par in open market purchases, reducing the outstanding balance of ~~2.7% at~~the 8.25% Senior Notes to $641.5 million as of September 30, 2017. While our interest expense is expected to increase in the future as a result of this refinancing, we reduced our exposure to variable rate debt, extended our weighted average maturity, and increased the availability of borrowings under our revolving credit facility.2022.

Gross interest income was ~~$0.2~~$2.7 million and ~~$0.2~~$2.4 million for the three months ended September 30, ~~2017~~2022 and ~~2016,~~2021, respectively, and ~~$0.7~~was $7.7 million and ~~$0.9~~$7.6 million for the nine months ended September 30, ~~2017~~2022 and ~~2016,~~2021, respectively. Gross interest income is earned on notes receivable, investments, ~~and~~ cash and cash ~~equivalents. There~~equivalents, and restricted cash. Interest income also includes interest income associated with the 20-year finance receivable associated with the Lansing Correctional Facility lease to the Kansas Department of Corrections, which commenced in January 2020, and amounted to $2.2 million for the three months ended September 30, 2022 and 2021, and $6.6 million for the nine months ended September 30, 2022 and 2021. Total capitalized interest was $0.3 million and $0.2 million during the three months ended September 30, 2022 and 2021, respectively, and was $0.8 million and $0.2 million during the nine months ended September 30, 2022 and 2021, respectively.

During the third quarter of 2022, we incurred charges of $0.8 million for the write-off of a pro-rata portion of the loan costs associated with the aforementioned open market purchases of the 4.625% Senior Notes and the 8.25% Senior Notes, net of discounts to the principal balance of notes purchased. Further, as previously described, during the second quarter of 2022, we incurred charges of $0.8 million for the write-off of a portion of the pre-existing loan costs associated with our Previous Bank Credit Facility, as well as $6.0 million associated with the write-off of the remaining unamortized debt issuance costs and original issue discount resulting from the prepayment of our Term Loan B.

Also, as previously described, during the second quarter of 2021, we completed the sales of three non-core actively leased properties in two separate transactions for a collective aggregate price of $326.0 million, generating total net proceeds of $122.6 million after the repayment of two non-recourse mortgage notes associated with two of the properties and other transaction-related costs. In connection with the sales, we incurred charges of $32.5 million associated with the prepayment of the two non-recourse mortgage notes and non-cash charges of $0.5 million associated with the write-off of existing debt issuance costs. Expenses associated with debt repayments and refinancing transactions during the second quarter of 2021 also included $19.2 million associated with the redemption of our $250.0 million in aggregate principal amount of 5.0% Senior Notes originally due in October 2022, as well as the aggregate price paid for our 4.625% Senior Notes in excess of the principal amount of the notes repurchased, costs associated with the repurchases, and the proportionate write-off of existing debt issuance costs.

Gain on sale of real estate assets, net during the nine months ended September 30, 2022, primarily includes the gains on the sales of the McRae Correctional Facility in our Safety segment and the Stockton Female Community Corrections Facility and the Long Beach Community Corrections Center in our Properties segment, all of which were recorded in the third quarter of 2022, as previously described herein. Gain on sale of real estate assets, net during the nine-month period also includes gains related to the sales of certain other real estate properties, including two vacant land parcels.

Gain on sale of real estate assets, net during the nine months ended September 30, 2021, includes the gains on the sales of the Capital Commerce Center in Florida, a 217,000 square foot warehouse property in Dayton, Ohio, and a 541,000 square foot property in Baltimore Maryland, all of which were recorded in the second quarter of 2021, as previously described herein.

On August 5, 2020, we announced that our BOD unanimously approved a plan to revoke our REIT election and become a taxable C Corporation, effective January 1, 2021. As a result, we are no ~~interest capitalized during~~longer required to operate under REIT rules, including the requirement to distribute at least 90% of our taxable income to our stockholders, which provides us with greater flexibility to use our free cash flow.

We continued to operate as a REIT for the remainder of the 2020 tax year, and existing REIT requirements and limitations, including those established by our organizational documents, remained in place until January 1, 2021. Effective January 1, 2021, we became subject to federal and state income taxes on our taxable income at applicable tax rates, and are no longer entitled to a tax deduction for dividends paid. We recorded an income tax expense of $24.2 million and $8.6 million for the three months ended September 30, 2022 and 2021, respectively, and $34.9 million and $128.7 million for the nine months ended September 30, 2022 and 2021, respectively. Income tax expense for the three months ended September 30, 2022 included an income tax expense of $21.0 million associated with the gain on sale of real estate assets previously described, partially offset by an income tax benefit associated with asset impairments and expenses associated with debt repayments and refinancing transactions previously described. Income tax expense for the nine months ended September 30, 2022 included an income tax expense of $19.5 million associated with the gain on sale of real estate assets previously described, partially offset by an income tax benefit associated with shareholder litigation expenses, asset impairments, and expenses associated with debt repayments and refinancing transactions previously described. Income tax expense for the first nine months of 2021 included $114.2 million primarily resulting from the revaluation of our net deferred tax liabilities due to the completion of all significant actions necessary to revoke our REIT election. No catch-up tax payments or penalties resulted from the revocation of our REIT election. Income tax expense related to operations for the three and nine months ended September 30, ~~2017. Capitalized interest~~2021 was ~~$0.2~~partially offset by an income tax benefit of $1.4 million and ~~$0.4~~$19.7 million, ~~during the three and nine months ended September 30, 2016, respectively. Capitalized interest in 2016 was primarily~~respectively, associated with the ~~expansion project at our Red Rock Correctional Center.~~

~~During~~settlement agreement reached on April 16, 2021 in connection with the ~~three months ended September 30, 2017~~shareholder litigation, incremental expenses directly associated with COVID-19 (reflected in operating expenses), asset impairments, and ~~2016, our financial statements reflected~~expenses associated with debt repayments and refinancing transactions, net of an income tax expense associated with the gain on sale of $2.7 million and $1.6 million, respectively. During the nine months ended September 30, 2017 and 2016, our financial statements reflected an income tax expense of $8.4 million and $5.4 million, respectively. real estate assets.

Our effective tax rate was 5.8% and 3.3% during the nine months ended September 30, 2017 and 2016, respectively. As a REIT, we are entitled to a deduction for dividends paid, resulting in a substantial reduction in the amount of federal income tax expense we recognize. Substantially all of our income tax expense is incurred based on the earnings generated by our TRSs. Our overall effective tax rate is estimated based on the current projection of taxable income primarily generated in our TRSs. Our consolidated effective tax rate could fluctuate in the future based on changes in estimates of taxable income, ~~the relative amounts of taxable income generated by the TRSs and the REIT,~~ the implementation of additional tax planning strategies, changes in federal or state tax rates or laws affecting tax credits available to us, changes in other tax laws, changes in estimates related to uncertain tax positions, or changes in state apportionment factors, as well as changes in the valuation allowance applied to our deferred tax assets that are based primarily on the amount of state net operating losses and tax credits that could expire unused.

Our principal capital requirements are for working capital, ~~stockholder distributions,~~ capital expenditures, and debt service ~~payments. Capital requirements may also include cash expenditures associated with our~~payments, as well as outstanding commitments and contingencies, as further discussed in the notes to our financial ~~statements~~statements. Effective January 1, 2021, we became subject to federal and state income taxes on our taxable income at applicable tax rates, and are no longer entitled to a tax deduction for dividends paid, which were available when we elected REIT status. However, we believe this conversion in corporate tax structure improves our overall credit profile and will lower our overall cost of capital, as ~~further described~~we are able to allocate our free cash flow toward the repayment of debt, which may include the purchase of our outstanding debt in open market transactions, privately negotiated transactions or otherwise. Any such debt repurchases will depend upon prevailing market conditions, our liquidity requirements, contractual requirements, applicable securities laws requirements, and other factors. During 2021 and the first nine months of 2022, we repaid $574.5 million of debt, net of the change in cash. Following our first priority of utilizing free cash flow to reduce debt, we expect to allocate a substantial portion of our free cash flow to returning capital to our shareholders, which could include share repurchases and future dividends. Any future dividend is subject to the BOD's determinations as to the amount of distributions and the timing thereof, as well as limitations under the Company's debt covenants. We were not able to implement a meaningful share repurchase program under the REIT structure without increasing our debt because a substantial portion of our free cash flow was required to satisfy the distribution requirements under the REIT structure. On May 2, 2022, the BOD approved a share repurchase program to purchase up to $150.0 million of our common stock. On August 2, 2022, the BOD increased the authorization to repurchase under the share purchase program by up to an additional $75.0 million of our common stock, which resulted in a total aggregate authorized amount to repurchase of up to $225.0 million of our common stock. Repurchases of our outstanding common stock will be made in accordance with applicable securities laws and may be made at our discretion based on parameters set by our BOD from time to time in the open market, through privately negotiated transactions, or otherwise. The share repurchase program has no time limit and does not obligate us to purchase any particular amount of our common stock. The authorization for the share repurchase program may be terminated, suspended, increased or decreased by the BOD in its discretion at any time. Through September 30, 2022, we completed the repurchase of 6.6 million shares of our common stock at a total cost of $74.5 million, using cash on hand and cash provided by operations.

We will also pursue attractive growth opportunities, including new development opportunities in our ~~2016 Form 10-K. Additionally,~~Properties segment, to meet the need to modernize outdated correctional infrastructure across the country, and explore potential opportunities to expand the scope of non-residential correctional alternatives we ~~may~~provide in our Community segment that were not available under the REIT structure. As a REIT, we depended on the capital markets to provide resources we could deploy toward acquisition and development opportunities. This capital was not always available to us and came at an increasing cost. The revocation of our REIT election provides us with significantly more liquidity and financial flexibility, which enables us to reduce our reliance on the capital markets and enabled us to reduce the size of our Bank Credit Facility.

With the extensively aged criminal justice infrastructure in the U.S. today, we believe we can bring real estate and financing solutions to government agencies like we did in connection with the construction of the Lansing Correctional Facility that commenced operations in January 2020. We financed the construction of the Lansing Correctional Facility 100% with project specific financing, requiring no equity commitment from us. We believe we can also provide other real estate solutions to government agencies faced with extensively aged criminal justice infrastructure, including "turn-key" solutions like those we are providing to the state of Arizona in connection with the new contract awarded to us during the fourth quarter of 2021 at our La Palma Correctional Center, as well as real estate only solutions to government agencies that need correctional capacity where they prefer to perform the operations. We expect to incur $4.0 million to $5.0 million in capital expenditures for the award from the state of Arizona. Most real estate only solutions would not require material capital expenditures if we have existing capacity. However, in the future we could incur capital expenditures to ~~expand~~provide replacement capacity for government agencies that have extensively aged criminal justice infrastructure and are in need of new capacity.

In July 2022, we entered into a Purchase and Sale Agreement with the ~~design capacity~~Georgia Building Authority to purchase the 1,978-bed McRae Correctional Facility for a price of ~~certain of our facilities (in~~$130.0 million in order to ~~retain management contracts)~~update their aged and ~~to increase our inmate bed capacity for anticipated demand from current~~inefficient public sector correctional infrastructure. We completed the sale in August 2022. The sale of the McRae facility generated net sales proceeds of $129.7 million. We also sold two additional properties and ~~future customers. We may acquire additional correctional facilities and residential reentry centers, as well as other real estate assets, with~~ a bias toward those used to provide mission critical governmental services, that we believe have favorable investment returns, diversify our cash flows, and increase value to our stockholders. We will also consider opportunities for growth, including, but not limited to, potential acquisitionsparcel of ~~businesses within our lines of business~~

~~and those that provide complementary services, provided we believe such opportunities will broaden our market share and/or increase the services we can provide to our customers.~~

To maintain our qualification as a REIT, we generally are required to distribute annually to our stockholders at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gains). Our REIT taxable income will not typically include income earned by our TRSs except to the extent our TRSs pay dividends to the REIT. Our Board of Directors declared a quarterly dividend of $0.42 for the first, second, and third quarters of 2017 totaling $50.0 million in the first quarter, $50.1 million in the second quarter, and $50.1 million inland during the third ~~quarter. The amount, timing~~quarter of 2022 that generated net sales proceeds of approximately $15.6 million, and ~~frequency~~have entered into additional agreements to sell two additional properties in our Properties segment and a property in our Community segment for an aggregate gross sales price of ~~future distributions~~$7.2 million. These sales will ~~be at the sole discretion of our Board of Directors and will be declared based upon various factors, many of~~provide additional liquidity to us for general corporate purposes, which ~~are beyond our control, including our financial condition and operating cash flows, limitations~~may include making repurchases under our ~~debt covenants, the amount required to maintain qualification and taxation as a REIT and reduce any income and excise taxes that we otherwise would be required to pay, limitations on distributions in~~share repurchase plan and/or reducing our existing and future debt instruments, limitations on our ability to fund distributions using cash generated through our TRSs, alternative growth opportunities that require capital deployment, and other factors that our Board of Directors may deem relevant.outstanding indebtedness.

As of September 30, ~~2017, our liquidity was provided by~~2022, we had cash on hand of ~~$42.7~~$185.3 million, and ~~$476.1~~$233.2 million available under our revolving credit facility. Our liquidity was further increased by the pay-down of our revolving credit facility with net proceeds from the issuance of $250.0 million, 4.75% unsecured notes on October 13, 2017.New Revolving Credit Facility. During the nine months ended September 30, ~~2017~~2022 and ~~2016,~~2021, we generated ~~$264.1~~$118.2 million and ~~$301.2~~$284.1 million, respectively, in cash through operating ~~activities, and as of September 30, 2017, we had net working capital of $26.5 million.~~activities. We currently expect to be able to meet our cash expenditure requirements for the next year and beyond utilizing ~~these resources. We~~cash on hand, cash flows from operations, and availability under our New Revolving Credit Facility. Following the completion of the offering of the Original 8.25% Senior Notes and redemption of our 5.0% Senior Notes in the second quarter of 2021, and of the entry into our New Bank Credit Facility in the second quarter of 2022, we have no debt maturities until ~~April 2020.~~May 2023, when the remaining $166.5 million of the 4.625% Senior Notes matures. We currently anticipate that we will have sufficient liquidity to repay the remaining outstanding 4.625% Senior Notes upon maturity.

Our cash flow is subject to the receipt of sufficient funding of and timely payment by contracting governmental entities. If the appropriate governmental agency does not receive sufficient appropriations to cover its contractual obligations, it may terminate our contract or delay or reduce payment to us. Delays in payment from our major customers or the termination of contracts from our major customers could have an adverse effect on our cash flow and financial ~~condition and, consequently, dividend distributions to~~condition. Although our ~~shareholders.~~revenue has been negatively impacted by COVID-19, we have not experienced any unusual delays in payments from our major customers.

As of September 30, ~~2017,~~2022, we had ~~$350.0~~$166.5 million principal amount of unsecured notes outstanding with a fixed stated interest rate of 4.625%, ~~$325.0 million principal amount of unsecured notes outstanding with a fixed stated interest rate of 4.125%, and~~ $250.0 million principal amount of unsecured notes outstanding with a fixed stated interest rate of ~~5.0%.~~4.75%, and $641.5 million principal amount of unsecured notes outstanding with a fixed stated interest rate of 8.25%, or collectively, the Senior Notes. In addition, we had ~~$87.5~~$151.6 million outstanding under the Kansas Notes with a fixed stated interest rate of 4.43% and $97.5 million outstanding under our New Term Loan A with a variable interest rate of ~~2.7%, and $417.0~~6.6%. We had $16.8 million of letters of credit outstanding under our ~~revolving credit facility with a variable weighted average interest rate~~New Revolving Credit Facility at September 30, 2022. There was no other amount outstanding under our New Revolving Credit Facility as of ~~2.7%.~~September 30, 2022. As of September 30, ~~2017,~~2022, our total weighted average effective interest rate was ~~4.2%~~7.0%, while our total weighted average maturity was ~~3.8~~5.1 years. ~~We may also seek to issue debt or equity securities from time to time when~~

On May 12, 2022, we ~~determine that market conditions~~entered into the New Bank Credit Facility in an aggregate principal amount of $350.0 million, consisting of the New Term Loan A with an original principal balance of $100.0 million and the ~~opportunity~~New Revolving Credit Facility with a borrowing capacity of $250.0 million. The New Bank Credit Facility replaced the Previous Bank Credit Facility, which was in an aggregate principal amount of $1.0 billion and consisted of the Previous Term Loan A with an original principal balance of $200.0 million and the Previous Revolving Credit facility with a borrowing capacity of $800.0 million. The New Bank Credit Facility extends the maturity to ~~utilize~~May 2026 from the ~~proceeds~~April 2023 maturity under the Previous Bank Credit Facility. The New Bank Credit Facility includes an option to increase the availability under the New Revolving Credit Facility and to request term loans from the lenders in an aggregate amount not to exceed the greater of (a) $200.0 million and (b) 50% of consolidated EBITDA for the most recently ended four-quarter period, subject to, among other things, the receipt of commitments for the increased amount. At our option, interest on outstanding borrowings under the New Bank Credit Facility is based on either a base rate plus a margin ranging from 1.75% to 3.5%, or at the BSBY rate plus a margin ranging from 2.75% to 4.5% based on our then-current total leverage ratio. The New Revolving Credit Facility includes a $25.0 million sublimit for swing line loans that enables us to borrow at the base rate from the Administrative Agent on same-day notice and also has a $100.0 million sublimit for the issuance of ~~such securities are favorable.~~ standby letters of credit.

~~On October 13, 2017,~~The New Bank Credit Facility requires us to meet certain financial covenants, including, without limitation, a total leverage ratio of not more than 4.50 to 1.00 (from 5.50 to 1.00 under the Previous Bank Credit Facility) for which we ~~completed~~may net unrestricted cash and cash equivalents not exceeding $100.0 million when calculating, a secured leverage ratio of not more than 2.50 to 1.00 (from 3.25 to 1.00 under the ~~offering of $250.0~~Previous Bank Credit Facility) for which we may net unrestricted cash and cash equivalents not exceeding $100.0 million ~~principal amount of unsecured notes with~~when calculating, and a fixed ~~stated interest rate~~charge coverage ratio of ~~4.75%, due October 15, 2027. We used net proceeds~~not less than 1.75 to 1.00 (unchanged from the ~~offering to pay down~~Previous Bank Credit Facility). The New Bank Credit Facility is secured by a ~~portion~~pledge of all of the capital stock (or other ownership interests) of our ~~revolving credit facility and to pay related fees and expenses.~~

~~On February 26, 2016, we entered into an ATM Equity Offering Sales Agreement, or ATM Agreement, with multiple sales agents. Pursuant to~~domestic restricted subsidiaries, 65% of the ~~ATM Agreement, we may offer and sell to or through the sales agents from time to time, shares~~capital stock (or other ownership interests) of our ~~common stock, par value $0.01 per share, having an aggregate gross sales price of up to $200.0 million. Sales, if any,~~"first-tier" foreign subsidiaries, all of our ~~shares of common stock will be made primarily in "at-the-market" offerings, as defined in Rule 415 under the Securities Act of 1933, as amended. The shares of common stock will be offered~~accounts receivable and sold pursuant to our registration statement on Form S-3 filed with the SEC on May 15, 2015, and a related prospectus supplement dated February 26, 2016. We intend to use the net proceeds from any sale of sharesthose of our ~~common stock to repay borrowings under our revolving credit facility (including the Term Loan under the "accordion" feature of the revolving credit facility)~~domestic restricted subsidiaries, and ~~for general corporate purposes, including to fund future acquisitions and development projects. There were no shares~~substantially all of our ~~common stock sold under the ATM Agreement during the nine months ended September 30, 2017.~~

~~On August 19, 2016, Moody's downgraded our senior unsecured debt rating to "Ba1" from "Baa3". Also on August 19, 2016, S&P Global Ratings, or S&P, lowered our corporate credit~~deposit accounts and senior unsecured debt ratings to "BB" from "BB+". Additionally, S&P lowered our revolving credit facility rating to "BBB-" from "BBB". Both Moody's and S&P lowered our ratings as a result of the Department of Justice, or DOJ, announcing its plans on August 18, 2016 to reduce the BOP's utilization of privately operated prisons. On February 21, 2017, the U.S. Attorney General rescinded the memorandum issued on August 18, 2016 by the Deputy Attorney General of the DOJ. On February 7, 2012, Fitch Ratings assigned a rating of "BBB-" to our revolving credit facility and "BB+" ratings to our unsecured debt and corporate credit.

We acquired the following properties in 2017 for a combined total cost of $27.5 million in cash, excluding transaction-related expenses and contingent consideration, and funded the transactions utilizing available cash on hand:

~~We acquired these properties as strategic investments that further expand our network of residential reentry centers and further diversify our cash flows through government-leased properties.~~

~~The demand for prison capacity in the short-term has been affected by the budget challenges many~~those of our ~~government partners currently face. At~~domestic restricted subsidiaries. In the ~~same time, these challenges impede our customers' ability~~event that (a) the consolidated total leverage equals or exceeds 4.00 to ~~construct new prison beds of their own~~1.00 or ~~update older facilities, which~~(b) we ~~believe could result in further need for private sector capacity solutions in the long-term. We expect to continue to pursue investment opportunities in residential reentry centers~~incur certain debt above a specified threshold, certain intangible assets and are in various stages of due diligence to complete additional acquisitions. The transactions that have not yet closed are subject to various customary closing conditions, and we can provide no assurance that any such transactions will ultimately be completed. We are also pursuing investment opportunities in otherunencumbered real estate assets ~~used~~that meet a 50% loan-to-value requirement are required to ~~provide mission critical governmental services,~~be added as ~~well as~~collateral. In addition, the New Bank Credit Facility contains certain covenants that, among other ~~businesses that provide complementary services that further diversify our cash flows. In~~things, limit the ~~long-term, however, we would like~~incurrence of additional indebtedness, payment of dividends and other customary restricted payments, permitted investments, transactions with affiliates, asset sales, mergers and consolidations, liquidations, prepayments and modifications of other indebtedness, liens and other encumbrances and other matters customarily restricted in such agreements. The New Bank Credit Facility is subject to ~~see meaningful utilization~~certain cross-default provisions with terms of our ~~available capacity~~other unsecured indebtedness, and ~~better visibility from our customers before we add any additional prison capacity on~~is subject to acceleration upon the occurrence of a ~~speculative basis.~~change of control.

Our net cash provided by operating activities for the nine months ended September 30, ~~2017~~2022 was ~~$264.1~~$118.2 million, compared with ~~$301.2~~$284.1 million for the same period in the prior year. Cash provided by operating activities represents the year to date net income (loss) plus depreciation and amortization, changes in various components of working capital, and various non-cash charges. The ~~decrease~~reduction in cash provided by operating activities ~~was~~ primarily ~~due to the reduction~~resulted from a decline in facility net operating income of $74.2 million, combined with negative fluctuations in working capital during the nine months ended September 30, ~~2017 when~~2022, compared towith the ~~same~~nine-month period in ~~the prior year.~~2021.

Our net cash flow ~~used in~~provided by investing activities was ~~$81.8~~$101.9 million for the nine months ended September 30, ~~2017~~2022 and was primarily attributable to ~~capital expenditures during~~$156.2 million in net proceeds from the ~~nine-month period~~sale of ~~$51.7 million, including~~assets, partially offset by capital expenditures for facility development and expansions of ~~$16.5~~$17.2 million and ~~$35.2~~$33.7 million for facility maintenance and information technology capital expenditures. Our net cash flow used in investing activities also included $29.2 million attributable to the acquisitions of the two residential reentry centers in the first quarter of 2017, the acquisition of Center Point in the second quarter of 2017, and the acquisitions of NBTC and a portfolio of four leased properties in the third quarter of 2017. Our cash flow used inprovided by investing activities was ~~$96.0~~$274.5 million for the nine months ended September 30, ~~2016~~2021 and was primarily attributable to ~~capital expenditures during~~$320.7 million in net proceeds from the ~~nine-month period~~sale of ~~$63.7 million, including~~assets, partially offset by capital expenditures for facility development and expansions of ~~$30.9~~$14.5 million ~~primarily related to the expansion project at our Red Rock Correctional Center,~~ and ~~$32.8~~$38.4 million for facility maintenance and information technology capital expenditures. Our cash flow used in investing activities also included $43.8 million attributable to the acquisitions of CMI and a residential reentry facility in California during the second quarter of 2016. Partially offsetting these cash outflows, we received proceeds of $8.2 million primarily related to the sale of undeveloped land.

~~Cash~~Our net cash flow used in financing activities was ~~$177.4~~$331.6 million for the nine months ended September 30, ~~2017~~2022 and was primarily attributable to debt repayments, including the aforementioned $167.5 million related to our Previous Term Loan A, $124.1 million related to our Term Loan B, and $40.6 million related to our 4.625% and 8.25% Senior Notes. In addition, our net cash flow used in financing activities was attributable to $12.7 million of scheduled principal repayments under our Term Loan A, Term Loan B, and our non-recourse mortgage note. Our net cash flow used in financing activities also included $79.1 million for the share repurchase program our BOD authorized during the second quarter of 2022, as well as the purchase and retirement of common stock that was issued in connection with equity-based compensation, and dividend payments on restricted stock units that became vested of ~~$150.7~~$0.9 million. These payments were partially offset by the $100.0 million of proceeds from the aforementioned issuance of the New Term Loan A.

Our net cash flow used in financing activities was $228.8 million for the nine months ended September 30, 2021 and ~~$5.8~~was primarily attributable to net repayments under our Revolving Credit Facility of $219.0 million. In addition, cash flow used in financing activities included $27.4 million of scheduled principal repayments under our Term Loan A, Term Loan B, and non-recourse mortgage notes, as well as $426.0 million for the aforementioned repayment of Senior Notes, $161.9 million for the repayment of non-recourse mortgage notes in connection with the aforementioned sale of assets, and $64.4 million for debt defeasance, issuance, and other refinancing and related costs. Cash flow used in financing activities also included $1.0 million of contingent consideration associated with the acquisition of a business acquired in 2019 and $1.6 million for the purchase and retirement of common stock that was issued in connection with equity-based compensation. ~~In addition, cash flow used in financing activities included $18.0 million of net repayments under our revolving credit facility and $7.5 million of scheduled principal repayments under our Term Loan.~~ These payments were partially offset by ~~$6.5~~the $445.5 million ~~associated with exercising stock options.~~of gross proceeds from the aforementioned issuance of the Original 8.25% Senior Notes that were issued in the second quarter of 2021 at a 99.0% discount of face value and the $230.1 million of gross proceeds from the aforementioned issuance of the Additional 8.25% Senior Notes that were issued in the third quarter of 2021 at a 102.25% premium of face value.

All of the domestic subsidiaries of CoreCivic (as the parent corporation) that guarantee the Credit Agreements have provided full and unconditional guarantees of our Senior Notes. All of CoreCivic's subsidiaries guaranteeing the Senior Notes are 100% owned direct or indirect subsidiaries of CoreCivic, and the subsidiary guarantees are full and unconditional and are joint and several obligations of the guarantors.

As of September 30, 2022, neither CoreCivic nor any of its subsidiary guarantors had any material or significant restrictions on CoreCivic's ability to obtain funds from its subsidiaries by dividend or loan or to transfer assets from such subsidiaries.

The indentures governing our Senior Notes contain certain customary covenants that, subject to certain exceptions and qualifications, restrict CoreCivic's ability to, among other things, create or permit to exist certain liens and consolidate, merge or transfer all or substantially all of CoreCivic's assets. In addition, if CoreCivic experiences specific kinds of changes in ~~financing activities was $227.8 million~~control, CoreCivic must offer to repurchase all or a portion of the Senior Notes. The offer price for the ~~nine months ended September 30, 2016 and was primarily attributable to dividend payments of $192.0 million and $4.0 million for the purchase and retirement of common stock that was issued~~Senior Notes in connection with ~~equity-based compensation. In addition, cash flow used~~a change in ~~financing activities included $10.6 million of cash payments associated with the financing components~~control would be 101% of the ~~lease~~aggregate principal amount of the notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased to the date of purchase. The indenture related to our 8.25% Senior Notes additionally limits our ability to incur indebtedness, make restricted payments and investments and prepay certain indebtedness.

The following tables present summarized information for CoreCivic and the ~~South Texas Family Residential Center, $3.8 million~~subsidiary guarantors, on a combined basis after elimination of ~~scheduled principal repayments under our Term Loan,~~(i) intercompany transactions and ~~$21.0 million of net repayments under our revolving credit facility.~~ balances among CoreCivic and the subsidiary guarantors and (ii) equity in earnings from, and any investments in, any subsidiary that is a non-guarantor (in thousands).

Funds From Operations, or FFO, is a widely accepted supplemental non-GAAP measure utilized to evaluate the operating performance of real estate companies. The National Association of Real Estate Investment Trusts, or NAREIT, defines FFO as net income computed in accordance with ~~generally accepted accounting principles,~~GAAP, excluding gains or losses from sales of property and extraordinary items, plus depreciation and amortization of real estate and impairment of depreciable real estate and after adjustments for unconsolidated partnerships and joint ventures calculated to reflect funds from operations on the same basis. We believe FFO is an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs and other real estate operating companies, many of which present FFO when reporting results.

We also present Normalized FFO as an additional supplemental measure as we believe it is more reflective of our core operating performance. We may make adjustments to FFO from time to time for certain other income and expenses that we consider non-recurring, infrequent or unusual, even though such items may require cash settlement, because such items do not reflect a necessary or ordinary component of our ongoing operations. Even though expenses associated with M&A may be recurring, the magnitude and timing fluctuate based on the timing and scope of M&A activity, and therefore, such expenses, which are not a necessary component of our ongoing operations, may not be comparable from period to period. Normalized FFO excludes the effects of such items.

FFO and Normalized FFO are supplemental non-GAAP financial measures of real estate companies' operating ~~performances,~~performance, which do not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative for net income or as a measure of liquidity. Our method of calculating FFO and Normalized FFO may be different from methods used by other REITs and real estate operating companies and, accordingly, may not be comparable to such REITs and other ~~REITs.~~real estate operating companies.

Our reconciliation of net income to FFO and Normalized FFO for the three and nine months ended September 30, ~~2017~~2022 and ~~2016~~2021 is as follows (in thousands):

The following schedule summarizes our contractual cash obligations by the indicated period as of September 30, ~~2017~~2022 (in thousands):

The cash obligations in the table above do not include future cash obligations for variable interest expense associated with our New Term Loan A or the balance on our outstanding ~~revolving credit facility~~New Revolving Credit Facility, if any, as projections would be based on future outstanding balances as well as future variable interest rates, and we are unable to make reliable estimates of either. Further, the cash obligations in the table above also do not include future cash obligations for uncertain tax positions as we are unable to make reliable estimates of the timing of such payments, if any, to the taxing authorities. The contractual facility developments included in the table above represent development projects for which we have already entered into a contract with a customer that obligates us to complete the development project. Certain of our other ongoing construction projects are not currently under contract and thus are not included as a contractual obligation above as we may generally suspend or terminate such projects without substantial penalty. With respect to the South Texas Family Residential Center, the cash obligations included in the table above reflect the full contractual obligations of the lease of the site, excluding contingent payments, even though the lease agreement provides us with the ability to terminate if ICE terminates the amended IGSA ~~as previously described herein.~~ associated with the facility.

We had ~~$6.9~~$16.8 million of letters of credit outstanding at September 30, ~~2017~~2022 primarily to support our requirement to repay fees and claims under our self-insured workers' compensation plan in the event we do not repay the fees and claims due in accordance with the terms of the ~~plan.~~plan, and for a debt service reserve requirement under terms of the Kansas Notes. The letters of credit are renewable annually. We did not have any draws under ~~any~~these outstanding letters of credit during the nine months ended September 30, ~~2017~~2022 or ~~2016.~~ 2021.

Many of our contracts include provisions for inflationary indexing, which ~~mitigates~~may mitigate an adverse impact of inflation on net income. However, a substantial increase in personnel costs, workers' compensation, orutilities, food, and medical expenses could have an adverse impact on our results of operations in the future to the extent that these expenses increase at a faster pace than the per diem or fixed rates we receive for our management services. As previously described herein, we have experienced increases in personnel costs and expect the labor market to remain challenging, which could have a material adverse effect on our operations. We outsource our food service operations to a third party. The contract with our outsourced food service vendor contains certain protections against increases in food costs.

~~Our~~Certain aspects of our business isare subject to seasonal fluctuations. Because we are generally compensated for operating and managing correctional, detention, and reentry facilities at ~~an inmate~~a per diem rate, our financial results are impacted by the number of calendar days in a fiscal quarter. Our fiscal year follows the calendar year and therefore, our daily profits for the third and fourth quarters include two more days than the first quarter (except in leap years) and one more day than the second quarter. Further, salaries and benefits represent the most significant component of operating expenses. Significant portions of ~~the Company's~~our unemployment taxes are recognized during the first quarter, when base wage rates reset for unemployment tax purposes. ~~Finally, quarterly~~Quarterly results are also affected by government funding initiatives, acquisitions, the timing of the opening of new facilities, or the commencement of new management contracts and related start-up expenses which may mitigate or exacerbate the impact of other seasonal influences. Because of ~~these~~ seasonality factors, and other factors described herein, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.

Our primary market risk exposure is to changes in U.S. interest rates. In an effort to mitigate inflation, the Federal Reserve has increased interest rates throughout the first nine months of 2022, and it is anticipated that interest rates will continue to rise in the near term. We are exposed to market risk related to our ~~revolving credit facility and Term Loan~~Bank Credit Facility because the interest rates on ~~our revolving credit facility and Term Loan~~these loans are subject to fluctuations in the market. We were also exposed to market risk related to our Term Loan B prior to its prepayment in full in May 2022. If the interest rate for our outstanding indebtedness under the ~~revolving credit facility~~Revolving Credit Facility, the Term Loan A, and the Term Loan B for the nine-month period was 100 basis points higher or lower (but not less than 0%) during the three and nine months ended September 30, ~~2017,~~2022, our interest expense, net of amounts capitalized, would have been increased orby $0.3 million and $1.2 million, respectively, and would have been decreased by ~~$1.4~~$0.3 million and ~~$4.1~~$0.5 million, respectively.

As of September 30, ~~2017,~~2022, we had outstanding ~~$325.0 million of senior notes due 2020 with a fixed interest rate of 4.125%, $350.0~~$166.5 million of senior notes due 2023 with a fixed interest rate of 4.625%, $641.5 million of senior notes due 2026 with a fixed interest rate of 8.25%, and $250.0 million of senior notes due ~~2022~~2027 with a fixed interest rate of ~~5.0%~~4.75%. We also had $151.6 million outstanding under the Kansas Notes with a fixed interest rate of 4.43%. Because the interest rates with respect to these instruments are fixed, a hypothetical 100 basis point increase or decrease in market interest rates would not have a material impact on our financial statements.

We may, from time to time, invest our cash in a variety of short-term financial instruments. These instruments generally consist of highly liquid investments with original maturities at the date of purchase of three months or less. While these investments are subject to interest rate risk and will decline in value if market interest rates increase, a hypothetical 100 basis point increase or decrease in market interest rates would not materially affect the value of these instruments.

An evaluation was performed under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this ~~quarterly report.~~Quarterly Report. Based on that evaluation, our officers, including our Chief Executive Officer and Chief Financial Officer, concluded that as of the end of the period covered by this ~~quarterly report~~Quarterly Report our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In a memorandum to the BOP dated August 18, 2016, the DOJ directed that, as each contract with privately operated prisons reaches the end of its term, the BOP should either decline to renew that contract or substantially reduce its scope in a manner consistent with law and the overall decline of the BOP's inmate population. In addition to the decline in the BOP's inmate population, the DOJ memorandum cites purported operational, programming, and cost efficiency factors as reasons for the DOJ directive. On February 21, 2017, the newly appointed Attorney General issued a memorandum rescinding the DOJ's prior directive stating the memorandum changed long-standing policy and practice and impaired the BOP's ability to meet the future needs of the federal correctional system.

Following the release of the August 18, 2016 DOJ memorandum, a purported securities class action lawsuit was filed against us and certain of our current and former officers in the United States District Court for the Middle District of Tennessee, captioned ~~Grae v. Corrections Corporation of America et al.~~, Case No. 3:16-cv-02267. The lawsuit is brought on behalf of a putative class of shareholders who purchased or acquired our securities between February 27, 2012 and August 17, 2016. In general, the lawsuit alleges that, during this timeframe, our public statements were false and/or misleading regarding the purported operational, programming, and cost efficiency factors cited in the DOJ memorandum and, as a result, our stock price was artificially inflated. The lawsuit alleges that the publication of the DOJ memorandum on August 18, 2016 revealed the alleged fraud, causing the per share price of our stock to decline, thereby causing harm to the putative class of shareholders. We believe the lawsuit is entirely without merit and intend to vigorously defend against it. ~~We have submitted a motion to dismiss and are awaiting a ruling on such motion.~~ In addition, we maintain insurance, with certain self-insured retention amounts, to cover the alleged claims which mitigates the risk such litigation would have a material adverse effect on our financial condition, results of operations, or cash flows.

~~Also, see~~See the information reported in Note 8 to the financial statements included in Part I, which information is incorporated hereunder by this reference.

~~We may not be able to successfully identify, consummate or integrate acquisitions~~. ~~We have an active acquisition program, the objective~~ITEM 1A. RISK FACTORS.

Item 1A of which is to identify suitable acquisition targets that will enhance our growth and diversify our cash flows. The pursuit of acquisitions may pose certain risks to us. We may not be able to identify acquisition candidates that fit our criteria for growth, profitability and diversification strategy. Even if we are able to identify such candidates, we may not be able to acquire them on terms satisfactory to us. We will incur expenses and dedicate attention and resources associated with the review and pursuit of acquisition opportunities, whether or not we consummate such acquisitions.

Additionally, even if we are able to identify and acquire suitable targets on agreeable terms, we may not be able to successfully integrate their operations with ours. Achieving the anticipated benefits of any acquisition will depend in significant part upon whether we integrate such acquired businesses in an efficient and effective manner. We may not be able to achieve the anticipated operating and cost synergies or long-term strategic benefitsPart 1 of our acquisitions within the anticipated timing, or at all. We may also assume liabilities in connection with acquisitions to which we would otherwise not be exposed. An inability to realize the full extent of, or any2021 Form 10-K includes a detailed discussion of the ~~anticipated synergies or other benefits of an acquisition, as well as any delays~~risk factors that ~~may be encountered in the integration process, which may delay the timing of such synergies or other benefits,~~ could ~~have an adverse effect on~~materially affect our business, ~~and results of operations.~~

~~Other than the aforementioned risk, there~~financial condition or future prospects. There have been no material changes in our ~~Item 1A, "Risk Factors" as~~risk factors previously disclosed in the 2021 Form 10-K.

(1) On May 12, 2022, the Company announced that its Board of Directors, or BOD, had approved a share repurchase program to repurchase up to $150.0 million of the Company's common stock. On August 2, 2022, the BOD increased the authorization to repurchase under the share repurchase program by up to an additional $75.0 million of the Company's common stock, which resulted in a total aggregate amount to repurchase of up to $225.0 million of our ~~2017 Quarterly Reports~~common stock. Repurchases of the Company's outstanding common stock will be made in accordance with applicable securities laws and may be made at the Company's discretion based on ~~Form 10-Q~~parameters set by the BOD from time to time in the open market, through privately negotiated transactions, or otherwise. The share repurchase program has no time limit and ~~our Annual Report on Form 10-K~~does not obligate the Company to purchase any particular amount of its common stock. The authorization for the ~~year ended December 31, 2016.~~share repurchase program may be terminated, suspended, increased or decreased by the BOD in its discretion at any time. As of September 30, 2022, the Company had repurchased a total of 6.6 million common shares at an aggregate cost of approximately $74.5 million.

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.


MARYLAND	62-1763875
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

5501 VIRGINIA WAY BRENTWOOD, TENNESSEE	37027 (Zip Code)
(Address of principal executive offices)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CXW	New York Stock Exchange


Large accelerated filer	☒		Accelerated filer	☐

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

Emerging growth company	☐


		PAGE
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements	1
a)	Consolidated Balance Sheets ~~(Unaudited)~~ as of September 30, ~~2017~~2022 (Unaudited) and December 31, ~~2016~~2021	1
b)	Consolidated Statements of Operations (Unaudited) for the three and nine months ended September 30, ~~2017~~2022 and ~~2016~~2021	2
c)	Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, ~~2017~~2022 and ~~2016~~2021	3
d)	Consolidated Statement of Stockholders' Equity (Unaudited) for the ~~nine months~~quarterly periods ended September 30, ~~2017~~2022	4
e)	Consolidated Statement of Stockholders' Equity (Unaudited) for the ~~nine months~~quarterly periods ended September 30, ~~2016~~2021	5
f)	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2520
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4344
Item 4.	Controls and Procedures	4344

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	4445
Item 1A.	Risk Factors	4445
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4445
Item 3.	Defaults Upon Senior Securities	4445
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	4546

SIGNATURES		4647


ASSETS	September 30, 2017			December 31, 2016			September 30, 2022			December 31, 2021
Cash and cash equivalents	$	42,735		$	37,711		$	185,328		$	299,645
Accounts receivable, net of allowance of $572 and $1,580, respectively		241,143			229,885
Restricted cash								13,833			11,062
Accounts receivable, net of credit loss reserve of $8,332 and $7,931, respectively								293,395			282,809
Prepaid expenses and other current assets		20,178			31,228			30,748			26,872
Assets held for sale								6,659			6,996
Total current assets		304,056			298,824			529,963			627,384
Property and equipment, net of accumulated depreciation of $1,441,951 and $1,352,323, respectively		2,799,476			2,837,657
Real estate and related assets:
Property and equipment, net of accumulated depreciation of $1,688,390 and $1,657,709, respectively								2,176,050			2,283,256
Other real estate assets								210,242			218,915
Goodwill		38,728			38,386			4,844			4,844
Non-current deferred tax assets		15,460			13,735
Other assets		85,046			83,002			349,827			364,539
Total assets	$	3,242,766		$	3,271,604		$	3,270,926		$	3,498,938
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses	$	266,405		$	260,107		$	295,671		$	305,592
Income taxes payable		1,168			2,086
Current portion of long-term debt		10,000			10,000			177,556			35,376
Total current liabilities		277,573			272,193			473,227			340,968
Long-term debt, net		1,411,210			1,435,169			1,113,938			1,492,046
Deferred revenue		43,143			53,437			23,830			27,551
Non-current deferred tax liabilities								97,689			88,157
Other liabilities		52,159			51,842			160,067			177,748
Total liabilities		1,784,085			1,812,641			1,868,751			2,126,470
Commitments and contingencies
Preferred stock – $0.01 par value; 50,000 shares authorized; none issued and outstanding at September 30, 2017 and December 31, 2016, respectively		—			—
Common stock – $0.01 par value; 300,000 shares authorized; 118,191 and 117,554 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		1,182			1,176
Preferred stock – $0.01 par value; 50,000 shares authorized; none issued and outstanding at September 30, 2022 and December 31, 2021, respectively								—			—
Common stock – $0.01 par value; 300,000 shares authorized; 114,981 and 120,285 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively								1,150			1,203
Additional paid-in capital		1,793,568			1,780,350			1,801,867			1,869,955
Accumulated deficit		(336,069	)		(322,563	)		(400,842	)		(498,690	)
Total stockholders' equity		1,458,681			1,458,963			1,402,175			1,372,468
Total liabilities and stockholders' equity	$	3,242,766		$	3,271,604		$	3,270,926		$	3,498,938


	Stockholders' Equity															Non-controlling
							Additional						Total			Interest -
	Common Stock						Paid-in			Accumulated			Stockholders'			Operating			Total
	Shares			Par Value			Capital			Deficit			Equity			Partnership			Equity
Balance as of December 31, 2020		119,638		$	1,196		$	1,835,494		$	(446,519	)	$	1,390,171		$	23,271		$	1,413,442
Net loss		—			—			—			(125,568	)		(125,568	)		—			(125,568	)
Retirement of common stock		(220	)		(2	)		(1,632	)		—			(1,634	)		—			(1,634	)
Dividends on RSUs		—			—			—			(218	)		(218	)		—			(218	)
Restricted stock compensation, net of forfeitures		—			—			4,213			—			4,213			—			4,213
Restricted stock grants		859			9			(9	)		—			—			—			—
Balance as of March 31, 2021		120,277		$	1,203		$	1,838,066		$	(572,305	)	$	1,266,964		$	23,271		$	1,290,235
Net income		—			—			—			15,623			15,623			—			15,623
Forfeiture of dividends on RSUs		—			—			—			43			43			—			43
Restricted stock compensation, net of forfeitures		—			—			4,329			—			4,329			—			4,329
Restricted stock grants		8			—			—			—			—			—			—
Balance as of June 30, 2021		120,285		$	1,203		$	1,842,395		$	(556,639	)	$	1,286,959		$	23,271		$	1,310,230
Net income		—			—			—			30,012			30,012			—			30,012
Retirement of common stock		—			—			(5	)		—			(5	)		—			(5	)
Dividends on RSUs		—			—			—			(79	)		(79	)		—			(79	)
Restricted stock compensation, net of forfeitures		—			—			5,097			—			5,097			—			5,097
Distributions to non-controlling interest		—			—			—			—			—			(5,897	)		(5,897	)
Termination of operating partnership		—			—			17,374			—			17,374			(17,374	)		—
Balance as of September 30, 2021		120,285		$	1,203		$	1,864,861		$	(526,706	)	$	1,339,358		$	—		$	1,339,358

	September 30, 2017						December 31, 2016
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Note receivable from Agecroft Prison Management, LTD	$	3,170		$	4,880		$	2,920		$	4,647
Debt	$	(1,429,500	)	$	(1,462,625	)	$	(1,455,000	)	$	(1,459,625	)

				Net Carrying Values
	Design		Date	September 30,		December 31,
Facility	Capacity		Idled	2017		2016
Prairie Correctional Facility		1,600	2010	$	16,315	$	17,071
Huerfano County Correctional Center		752	2010		17,060		17,542
Diamondback Correctional Facility		2,160	2010		40,571		41,539
Southeast Kentucky Correctional Facility		656	2012		22,074		22,618
Marion Adjustment Center		826	2013		12,161		12,135
Lee Adjustment Center		816	2015		10,565		10,342
Kit Carson Correctional Center		1,488	2016		57,505		58,819
Eden Detention Center		1,422	2017		40,072		41,269
		9,720		$	216,323	$	221,335

2017 (remainder)	$	2,500
2018		10,000
2019		15,000
2020		802,000
2021		—
Thereafter		600,000
Total debt	$	1,429,500

Declaration Date	Record Date	Payable Date	Per Share
February 19, 2016	April 1, 2016	April 15, 2016	$	0.54
May 12, 2016	July 1, 2016	July 15, 2016	$	0.54
August 11, 2016	October 3, 2016	October 17, 2016	$	0.54
December 8, 2016	January 3, 2017	January 13, 2017	$	0.42
February 17, 2017	April 3, 2017	April 17, 2017	$	0.42
May 11, 2017	July 3, 2017	July 17, 2017	$	0.42
August 10, 2017	October 2, 2017	October 16, 2017	$	0.42

ASSETS	Parent		Combined Subsidiary Guarantors			Consolidating Adjustments and Other			Total Consolidated Amounts
Cash and cash equivalents	$	20,122	$	22,613		$	—		$	42,735
Accounts receivable, net of allowance		190,866		347,066			(296,789	)		241,143
Prepaid expenses and other current assets		2,583		23,597			(6,002	)		20,178
Total current assets		213,571		393,276			(302,791	)		304,056
Property and equipment, net		2,477,110		322,366			—			2,799,476
Goodwill		23,832		14,896			—			38,728
Non-current deferred tax assets		—		15,955			(495	)		15,460
Other assets		405,683		64,472			(385,109	)		85,046
Total assets	$	3,120,196	$	810,965		$	(688,395	)	$	3,242,766
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses	$	235,716	$	333,480		$	(302,791	)	$	266,405
Income taxes payable		1,945		(777	)		—			1,168
Current portion of long-term debt		10,000		—			—			10,000
Total current liabilities		247,661		332,703			(302,791	)		277,573
Long-term debt, net		1,412,060		114,150			(115,000	)		1,411,210
Non-current deferred tax liabilities		495		—			(495	)		—
Deferred revenue		—		43,143			—			43,143
Other liabilities		1,299		50,860			—			52,159
Total liabilities		1,661,515		540,856			(418,286	)		1,784,085

Total stockholders' equity		1,458,681		270,109			(270,109	)		1,458,681
Total liabilities and stockholders' equity	$	3,120,196	$	810,965		$	(688,395	)	$	3,242,766

	Parent			Combined Subsidiary Guarantors			Consolidating Adjustments and Other			Total Consolidated Amounts
REVENUES	$	876,697		$	1,162,834		$	(653,880	)	$	1,385,651
EXPENSES:
Operating		676,997			933,596			(653,880	)		956,713
General and administrative		27,352			54,191			—			81,543
Depreciation and amortization		63,267			64,061			—			127,328
Restructuring charges		197			3,813			—			4,010
		767,813			1,055,661			(653,880	)		1,169,594
OPERATING INCOME		108,884			107,173			—			216,057
OTHER (INCOME) EXPENSE:
Interest expense, net		38,845			12,432			—			51,277
Other (income) expense		516			(401	)		(12	)		103
		39,361			12,031			(12	)		51,380
INCOME BEFORE INCOME TAXES		69,523			95,142			12			164,677
Income tax expense		(1,393	)		(4,054	)		—			(5,447	)
INCOME BEFORE EQUITY IN SUBSIDIARIES		68,130			91,088			12			159,230
Income from equity in subsidiaries		91,100			—			(91,100	)		—
NET INCOME	$	159,230		$	91,088		$	(91,088	)	$	159,230

	Parent			Combined Subsidiary Guarantors			Consolidating Adjustments And Other		Total Consolidated Amounts
Net cash provided by operating activities	$	271,286		$	29,901		$	—	$	301,187
Net cash used in investing activities		(35,510	)		(60,453	)		—		(95,963	)
Net cash provided by (used in) financing activities		(228,738	)		954			—		(227,784	)
Net increase (decrease) in cash and cash equivalents		7,038			(29,598	)		—		(22,560	)
CASH AND CASH EQUIVALENTS, beginning of period		15,666			49,625			—		65,291
CASH AND CASH EQUIVALENTS, end of period	$	22,704		$	20,027		$	—	$	42,731

	Effective Date	Owned and Managed			Managed Only			Leased			Total
Facilities as of December 31, 2015			60			11			6			77
Acquisition of seven community corrections facilities in Colorado	April 2016		7			—			—			7
Lease of the North Fork Correctional Facility	May 2016		(1	)		—			1			—
Acquisition of the Long Beach Community Corrections Center in California	June 2016		—			—			1			1
Facilities as of December 31, 2016			66			11			8			85
Acquisition of the Arapahoe Community Treatment Center in Colorado	January 2017		1			—			—			1
Expiration of the contract at the D.C. Correctional Treatment Facility in the District of Columbia	January 2017		(1	)		—			—			(1	)
Acquisition of the Stockton Female Community Corrections Facility in California	February 2017		—			—			1			1
Acquisition of the Oklahoma City Transitional Center in Oklahoma	June 2017		1			—			—			1
Combination of two existing facilities in Arizona into one complex	June 2017		(1	)		—			—			(1	)
Expiration of the contract at the Bartlett State Jail	June 2017		—			(1	)		—			(1	)
Termination of the lease at the Bridgeport Pre-Parole Transfer Facility	June 2017		—			—			(1	)		(1	)
Acquisition of the Oracle Transitional Center in Arizona	August 2017		1			—			—			1
Expiration of the contracts at three managed-only facilities in Texas	August 2017		—			(3	)		—			(3	)
Acquisition of a portfolio of leased properties	September 2017		—			—			4			4
Facilities as of September 30, 2017			67			7			12			86


	Effective	CoreCivic
	Date	Safety			Community			Properties			Total
Facilities as of December 31, 2020			47			27			15			89
Termination of contract and lease of a Colorado reentry center	January 2021		—			(1	)		—			(1	)
Sale of an idled government-leased property in Missouri	May 2021		—			—			(1	)		(1	)
Sale of two leased properties in Florida and Ohio	May 2021		—			—			(2	)		(2	)
Sale of a government-leased property in Maryland	June 2021		—			—			(1	)		(1	)
Sale of an idled property in Pennsylvania	June 2021		—			—			(1	)		(1	)
Termination of GRES partnership (Detroit, Michigan)	Sept 2021		—			—			(1	)		(1	)
Lease of Northwest New Mexico Correctional Center	November 2021		(1	)		—			1			—
Facilities as of December 31, 2021			46			26			10			82
Expiration of a managed-only contract in Indiana	January 2022		(1	)		—			—			(1	)
Sale of a residential reentry facility in Colorado	February 2022		—			(1	)		—			(1	)
Sale of a residential reentry facility in Colorado	March 2022		—			(1	)		—			(1	)
Sale of two leased community corrections facilities in California	July 2022		—			—			(2	)		(2	)
Facilities as of September 30, 2022			45			24			8			77


	September 30, 2022		December 31, 2021
Current assets	$	432,332	$	531,626
Real estate and related assets		2,386,275		2,502,135
Other assets		211,731		224,277
Total non-current assets		2,598,006		2,726,412
Current liabilities		368,173		237,795
Long-term debt, net		970,024		1,344,606
Other liabilities		281,586		293,456
Total long-term liabilities		1,251,610		1,638,062


	For the Nine Months Ended September 30, 2022		For the Twelve Months Ended December 31, 2021
Revenue	$	1,372,956	$	1,848,315
Operating expenses		1,061,813		1,332,248
Other expenses		194,439		336,084
Total expenses		1,256,252		1,668,332
Income before income taxes		130,611		60,543
Net income (loss)		95,746		(77,456	)


	For the Three Months Ended September 30,					For the Three Months Ended September 30,
FUNDS FROM OPERATIONS:	2017		2016			2022			2021
Net income	$	41,178	$	55,340		$	68,318		$	30,012
Depreciation of real estate assets		23,762		23,684
Depreciation and amortization of real estate assets							24,158			24,877
Impairment of real estate assets		355		—			3,513			—
Gain on sale of real estate assets, net							(83,828	)		—
Income tax expense for special items							21,165			—
Funds From Operations		65,295		79,024			33,326			54,889
Expenses associated with mergers and acquisitions		1,093		110
Gain on settlement of contingent consideration		—		(2,000	)
Restructuring charges		—		4,010
Expenses associated with debt repayments and refinancing transactions							783			—
Goodwill and other impairments							—			5,177
Income tax benefit for special items		—		(215	)		(206	)		(1,449	)
Normalized Funds From Operations	$	66,388	$	80,929		$	33,903		$	58,617

	Payments Due By Year Ended December 31,
	2017 (remainder)		2018		2019		2020		2021		Thereafter		Total
Long-term debt	$	2,500	$	10,000	$	15,000	$	802,000	$	—	$	600,000	$	1,429,500
Interest on senior notes		21,047		42,094		42,094		35,390		28,688		36,781		206,094
Contractual facility developments and other commitments		2,805		—		—		—		—		—		2,805
South Texas Family Residential Center		12,806		50,808		50,808		50,947		38,976		—		204,345
Operating leases	181			647		658		607		619		313		3,025
Total contractual cash obligations	$	39,339	$	103,549	$	108,560	$	888,944	$	68,283	$	637,094	$	1,845,769


	Payments Due By Year Ended December 31,
	2022 (remainder)		2023		2024		2025		2026		Thereafter		Total
Long-term debt	$	2,400	$	178,290	$	14,722	$	17,698	$	715,985	$	378,014	$	1,307,109
Interest on senior and mortgage notes		37,930		75,236		71,161		70,916		44,186		54,852		354,281
Contractual facility developments and other commitments		4,066		—		—		—		—		—		4,066
South Texas Family Residential Center		12,961		51,421		51,562		51,421		38,460		—		205,825
Leases		1,231		4,742		4,690		4,564		4,297		18,483		38,007
Total contractual cash obligations	$	58,588	$	309,689	$	142,135	$	144,599	$	802,928	$	451,349	$	1,909,288


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 1, 2022 - July 31, 2022		1,131,869	$	11.04		1,131,869	$	175,000,936
August 1, 2022 - August 31, 2022		2,164,459	$	9.92		2,164,459	$	153,526,536
September 1, 2022 - September 30, 2022		338,715	$	9.04		338,715	$	150,464,803
Total		3,635,043	$	10.19		3,635,043	$	150,464,803


Exhibit Number		Description of Exhibits

31.1*10.1		Third Amended and Restated Credit Agreement, dated May 12, 2022 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File no. 001-16109), filed with the Commission on May 13, 2022 and incorporated herein by this reference).

22.1*		List of Guarantor Subsidiaries.

31.1*		Certification of the Company's Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~.2002.

31.2*		Certification of the Company's Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~.2002.

32.1**		Certification of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~.2002.

32.2**		Certification of the Company's Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002..

101.INS101		The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL ~~Instance Document~~(Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Stockholders' Equity, and (v) the Notes to Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH104		The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline 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~~(included in Exhibit 101).


	CORECIVIC, INC.

Date: November ~~8, 2017~~3, 2022
		/s/ Damon T. Hininger
		Damon T. Hininger
		President and Chief Executive Officer

		/s/ David M. Garfinkle
		David M. Garfinkle
		Executive Vice President, Chief Financial Officer, and Principal Accounting Officer