CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES | 13. 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 March 31, 2018 (Unaudited and in thousands) ASSETS Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 35,420 $ 20,980 $ — $ 56,400 Accounts receivable, net of allowance 160,505 402,926 (350,797 ) 212,634 Prepaid expenses and other current assets 2,803 22,512 (5,749 ) 19,566 Total current assets 198,728 446,418 (356,546 ) 288,600 Property and equipment, net 2,494,590 330,577 36 2,825,203 Goodwill 33,057 11,722 — 44,779 Non-current deferred tax assets — 11,668 (474 ) 11,194 Other assets 460,517 52,047 (417,890 ) 94,674 Total assets $ 3,186,892 $ 852,432 $ (774,874 ) $ 3,264,450 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 274,701 $ 348,636 $ (353,879 ) $ 269,458 Income taxes payable 1,734 2,223 — 3,957 Current portion of long-term debt 12,429 — — 12,429 Total current liabilities 288,864 350,859 (353,879 ) 285,844 Long-term debt, net 1,456,572 114,261 (115,568 ) 1,455,265 Non-current deferred tax liabilities 474 — (474 ) — Deferred revenue — 36,327 — 36,327 Other liabilities 6,772 46,032 — 52,804 Total liabilities 1,752,682 547,479 (469,921 ) 1,830,240 Total stockholders' equity 1,434,210 304,953 (304,953 ) 1,434,210 Total liabilities and stockholders' equity $ 3,186,892 $ 852,432 $ (774,874 ) $ 3,264,450 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2017 (in thousands) ASSETS Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts Cash and cash equivalents $ 25,745 $ 26,438 $ — $ 52,183 Accounts receivable, net of allowance 211,673 372,755 (330,240 ) 254,188 Prepaid expenses and other current assets 1,835 24,986 (5,702 ) 21,119 Total current assets 239,253 424,179 (335,942 ) 327,490 Property and equipment, net 2,467,166 335,283 — 2,802,449 Goodwill 26,031 14,896 — 40,927 Non-current deferred tax assets — 13,193 (379 ) 12,814 Other assets 421,474 69,117 (401,873 ) 88,718 Total assets $ 3,153,924 $ 856,668 $ (738,194 ) $ 3,272,398 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 251,011 $ 362,701 $ (335,908 ) $ 277,804 Income taxes payable 1,443 1,591 — 3,034 Current portion of long-term debt 10,000 — — 10,000 Total current liabilities 262,454 364,292 (335,908 ) 290,838 Long-term debt, net 1,437,982 114,205 (115,000 ) 1,437,187 Non-current deferred tax liabilities 379 — (379 ) — Deferred revenue — 39,735 — 39,735 Other liabilities 1,501 51,529 — 53,030 Total liabilities 1,702,316 569,761 (451,287 ) 1,820,790 Total stockholders' equity 1,451,608 286,907 (286,907 ) 1,451,608 Total liabilities and stockholders' equity $ 3,153,924 $ 856,668 $ (738,194 ) $ 3,272,398 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended March 31, 2018 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 307,529 $ 366,685 $ (233,298 ) $ 440,916 EXPENSES: Operating 242,185 310,264 (233,298 ) 319,151 General and administrative 8,235 16,736 — 24,971 Depreciation and amortization 22,533 15,556 — 38,089 272,953 342,556 (233,298 ) 382,211 OPERATING INCOME 34,576 24,129 — 58,705 OTHER (INCOME) EXPENSE: Interest expense, net 16,177 2,859 — 19,036 Other (income) expense (118 ) 58 17 (43 ) 16,059 2,917 17 18,993 INCOME BEFORE INCOME TAXES 18,517 21,212 (17 ) 39,712 Income tax expense (423 ) (1,512 ) — (1,935 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 18,094 19,700 (17 ) 37,777 Income from equity in subsidiaries 19,683 — (19,683 ) — NET INCOME $ 37,777 $ 19,700 $ (19,700 ) $ 37,777 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended March 31, 2017 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments and Other Total Consolidated Amounts REVENUES $ 299,515 $ 364,750 $ (218,581 ) $ 445,684 EXPENSES: Operating 226,637 307,247 (218,581 ) 315,303 General and administrative 8,336 16,490 — 24,826 Depreciation and amortization 21,348 14,909 — 36,257 Asset impairments — 259 — 259 256,321 338,905 (218,581 ) 376,645 OPERATING INCOME 43,194 25,845 — 69,039 OTHER (INCOME) EXPENSE: Interest expense, net 13,436 3,054 — 16,490 Other (income) expense (29 ) 36 10 17 13,407 3,090 10 16,507 INCOME BEFORE INCOME TAXES 29,787 22,755 (10 ) 52,532 Income tax expense (720 ) (1,765 ) — (2,485 ) INCOME BEFORE EQUITY IN SUBSIDIARIES 29,067 20,990 (10 ) 50,047 Income from equity in subsidiaries 20,980 — (20,980 ) — NET INCOME $ 50,047 $ 20,990 $ (20,990 ) $ 50,047 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 31, 2018 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments And Other Total Consolidated Amounts Net cash provided by operating activities $ 120,543 $ (12,064 ) $ — $ 108,479 Net cash provided by (used in) investing activities (80,955 ) 11,105 — (69,850 ) Net cash used in financing activities (29,913 ) (4,499 ) — (34,412 ) Net increase (decrease) in cash and cash equivalents 9,675 (5,458 ) — 4,217 CASH AND CASH EQUIVALENTS, beginning of period 25,745 26,438 — 52,183 CASH AND CASH EQUIVALENTS, end of period $ 35,420 $ 20,980 $ — 56,400 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 31, 2017 (Unaudited and in thousands) Parent Combined Subsidiary Guarantors Consolidating Adjustments And Other Total Consolidated Amounts Net cash provided by operating activities $ 84,226 $ 7,265 $ — $ 91,491 Net cash used in investing activities (13,642 ) (5,688 ) — (19,330 ) Net cash used in financing activities (65,480 ) (1,228 ) — (66,708 ) Net increase in cash and cash equivalents 5,104 349 — 5,453 CASH AND CASH EQUIVALENTS, beginning of period 11,378 26,333 — 37,711 CASH AND CASH EQUIVALENTS, end of period $ 16,482 $ 26,682 $ — $ 43,164 |