CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES | 11. 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. CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2017 (in thousands) ASSETS Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 16,078 $ 30,506 $ — $ 46,584 Accounts receivable, net of allowance 189,181 309,411 (291,744 ) 206,848 Prepaid expenses and other current assets 2,445 29,385 (6,210 ) 25,620 Total current assets 207,704 369,302 (297,954 ) 279,052 Property and equipment, net 2,477,862 328,216 — 2,806,078 Goodwill 25,506 14,896 — 40,402 Non-current deferred tax assets — 12,096 (559 ) 11,537 Other assets 382,649 64,038 (359,440 ) 87,247 Total assets $ 3,093,721 $ 788,548 $ (657,953 ) $ 3,224,316 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable and accrued expenses $ 209,271 $ 332,658 $ (297,954 ) $ 243,975 Income taxes payable 1,370 (517 ) — 853 Current portion of long-term debt 10,000 — — 10,000 Total current liabilities 220,641 332,141 (297,954 ) 254,828 Long-term debt, net 1,408,102 114,094 (115,000 ) 1,407,196 Non-current deferred tax liabilities 559 — (559 ) — Deferred revenue — 46,574 — 46,574 Other liabilities 1,075 51,299 — 52,374 Total liabilities 1,630,377 544,108 (413,513 ) 1,760,972 Total stockholders’ equity 1,463,344 244,440 (244,440 ) 1,463,344 Total liabilities and stockholders’ equity $ 3,093,721 $ 788,548 $ (657,953 ) $ 3,224,316 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2016 (in thousands) ASSETS Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 11,378 $ 26,333 $ — $ 37,711 Accounts receivable, net of allowance 237,495 270,952 (278,562 ) 229,885 Prepaid expenses and other current assets 7,582 30,123 (6,477 ) 31,228 Total current assets 256,455 327,408 (285,039 ) 298,824 Property and equipment, net 2,493,025 344,632 — 2,837,657 Goodwill 23,231 15,155 — 38,386 Non-current deferred tax assets — 14,056 (321 ) 13,735 Other assets 339,391 57,873 (314,262 ) 83,002 Total assets $ 3,112,102 $ 759,124 $ (599,622 ) $ 3,271,604 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable and accrued expenses $ 203,074 $ 342,072 $ (285,039 ) $ 260,107 Income taxes payable 1,850 236 — 2,086 Current portion of long-term debt 10,000 — — 10,000 Total current liabilities 214,924 342,308 (285,039 ) 272,193 Long-term debt, net 1,436,186 113,983 (115,000 ) 1,435,169 Non-current deferred tax liabilities 321 — (321 ) — Deferred revenue — 53,437 — 53,437 Other liabilities 1,708 50,134 — 51,842 Total liabilities 1,653,139 559,862 (400,360 ) 1,812,641 Total stockholders’ equity 1,458,963 199,262 (199,262 ) 1,458,963 Total liabilities and stockholders’ equity $ 3,112,102 $ 759,124 $ (599,622 ) $ 3,271,604 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended June 30, 2017 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 287,900 $ 361,548 $ (213,055 ) $ 436,393 EXPENSES: Operating 221,293 299,659 (213,055 ) 307,897 General and administrative 8,471 17,946 — 26,417 Depreciation and amortization 21,711 15,089 — 36,800 251,475 332,694 (213,055 ) 371,114 OPERATING INCOME 36,425 28,854 — 65,279 OTHER (INCOME) EXPENSE: Interest expense, net 13,737 2,885 — 16,622 Other (income) expense (123 ) 52 11 (60 ) 13,614 2,937 11 16,562 INCOME BEFORE INCOME TAXES 22,811 25,917 (11 ) 48,717 Income tax expense (450 ) (2,792 ) — (3,242 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 22,361 23,125 (11 ) 45,475 Income from equity in subsidiaries 23,114 — (23,114 ) — NET INCOME $ 45,475 $ 23,125 $ (23,125 ) $ 45,475 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended June 30, 2016 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 293,314 $ 386,740 $ (216,723 ) $ 463,331 EXPENSES: Operating 224,689 308,480 (216,723 ) 316,446 General and administrative 8,832 18,532 — 27,364 Depreciation and amortization 21,055 21,290 — 42,345 254,576 348,302 (216,723 ) 386,155 OPERATING INCOME 38,738 38,438 — 77,176 OTHER (INCOME) EXPENSE: Interest expense, net 12,868 3,928 — 16,796 Other (income) expense 289 (153 ) (4 ) 132 13,157 3,775 (4 ) 16,928 INCOME BEFORE INCOME TAXES 25,581 34,663 4 60,248 Income tax expense (515 ) (2,150 ) — (2,665 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 25,066 32,513 4 57,583 Income from equity in subsidiaries 32,517 — (32,517 ) — NET INCOME $ 57,583 $ 32,513 $ (32,513 ) $ 57,583 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the six months ended June 30, 2017 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 587,415 $ 726,298 $ (431,636 ) $ 882,077 EXPENSES: Operating 447,930 606,906 (431,636 ) 623,200 General and administrative 16,807 34,436 — 51,243 Depreciation and amortization 43,059 29,998 — 73,057 Asset impairments — 259 — 259 507,796 671,599 (431,636 ) 747,759 OPERATING INCOME 79,619 54,699 — 134,318 OTHER (INCOME) EXPENSE: Interest expense, net 27,173 5,939 — 33,112 Other (income) expense (152 ) 88 21 (43 ) 27,021 6,027 21 33,069 INCOME BEFORE INCOME TAXES 52,598 48,672 (21 ) 101,249 Income tax expense (1,170 ) (4,557 ) — (5,727 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 51,428 44,115 (21 ) 95,522 Income from equity in subsidiaries 44,094 — (44,094 ) — NET INCOME $ 95,522 $ 44,115 $ (44,115 ) $ 95,522 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the six months ended June 30, 2016 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 578,038 $ 764,217 $ (431,539 ) $ 910,716 EXPENSES: Operating 446,753 615,150 (431,539 ) 630,364 General and administrative 18,026 35,818 — 53,844 Depreciation and amortization 41,946 42,458 — 84,404 506,725 693,426 (431,539 ) 768,612 OPERATING INCOME 71,313 70,791 — 142,104 OTHER (INCOME) EXPENSE: Interest expense, net 25,870 8,470 — 34,340 Other (income) expense 401 (344 ) (8 ) 49 26,271 8,126 (8 ) 34,389 INCOME BEFORE INCOME TAXES 45,042 62,665 8 107,715 Income tax expense (881 ) (2,944 ) — (3,825 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 44,161 59,721 8 103,890 Income from equity in subsidiaries 59,729 — (59,729 ) — NET INCOME $ 103,890 $ 59,721 $ (59,721 ) $ 103,890 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 30, 2017 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments And Other Total Consolidated Amounts Net cash provided by operating activities $ 168,002 $ 14,781 $ — $ 182,783 Net cash used in investing activities (32,647 ) (10,544 ) — (43,191 ) Net cash used in financing activities (130,655 ) (64 ) — (130,719 ) Net increase in cash and cash equivalents 4,700 4,173 — 8,873 CASH AND CASH EQUIVALENTS, beginning of period 11,378 26,333 — 37,711 CASH AND CASH EQUIVALENTS, end of period $ 16,078 $ 30,506 $ — 46,584 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 30, 2016 (in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments And Other Total Consolidated Amounts Net cash provided by operating activities $ 158,035 $ 55,291 $ — $ 213,326 Net cash used in investing activities (20,643 ) (51,899 ) — (72,542 ) Net cash used in financing activities (132,417 ) (2,815 ) — (135,232 ) Net increase in cash and cash equivalents 4,975 577 — 5,552 CASH AND CASH EQUIVALENTS, beginning of period 15,666 49,625 — 65,291 CASH AND CASH EQUIVALENTS, end of period $ 20,641 $ 50,202 $ — $ 70,843 |