18.

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF CCA AND SUBSIDIARIES

The following condensed consolidating financial statements of CCA 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. On December 31, 2012 CCA transferred certain real estate assets and contracts from certain of its subsidiaries to CCA (as the parent company). Accordingly, CCA (as the parent corporation to its subsidiaries) which heretofore had no independent assets or operations (as defined under Rule 3-10(f) of Regulation S-X) maintains its own independent assets as of December 31, 2012. Such internal legal restructuring has been reported in the following condensed consolidating financial statements as if it had occurred on January 1, 2012.

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2012

(in thousands)

Parent

Combined
Subsidiary
Guarantors

Consolidating
Adjustments
and Other

Total
Consolidated
Amounts

ASSETS

Cash and cash equivalents

—

62,897

—

62,897

Accounts receivable, net of allowance

136,128

255,192

(138,556

)

252,764

Deferred tax assets

137

7,885

—

8,022

Prepaid expenses and other current assets

1,766

35,175

(9,882

)

27,059

Total current assets

138,031

361,149

(148,438

)

350,742

Property and equipment, net

2,462,917

105,874

—

2,568,791

Restricted cash

—

5,022

—

5,022

Investment in direct financing lease

7,467

—

7,467

Goodwill

—

11,988

—

11,988

Other assets

191,502

114,953

(275,723

)

30,732

Total assets

2,799,917

598,986

(424,161

)

2,974,742

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued expenses

28,061

286,342

(148,403

)

166,000

Income taxes payable

—

102

—

102

Current liabilities of discontinued operations

—

356

—

356

Total current liabilities

28,061

286,800

(148,403

)

166,458

Long-term debt

1,111,545

100,000

(100,000

)

1,111,545

Deferred tax liabilities

138,691

835

—

139,526

Other liabilities

—

35,593

—

35,593

Total liabilities

1,278,297

423,228

(248,403

)

1,453,122

Total stockholders’ equity

1,521,620

175,758

(175,758

)

1,521,620

Total liabilities and stockholders’ equity

2,799,917

598,986

(424,161

)

2,974,742

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the year ended December 31, 2012

(in thousands)

Parent

Combined
Subsidiary
Guarantors

Consolidating
Adjustments
and Other

Total
Consolidated
Amounts

REVENUE:

Management and other

1,408,613

366,199

(17,591

)

1,757,221

Rental

2,664

—

2,664

1,411,277

366,199

(17,591

)

1,759,885

EXPENSES:

Operating

943,803

325,972

(17,591

)

1,252,184

General and administrative

70,792

18,143

—

88,935

Depreciation and amortization

74,452

39,481

—

113,933

1,089,047

383,596

(17,591

)

1,455,052

OPERATING INCOME (LOSS)

322,230

(17,397

)

—

304,833

OTHER (INCOME) EXPENSE:

Interest expense, net

57,174

1,189

—

58,363

Expenses associated with debt refinancing transactions

2,099

—

2,099

Other (income) expense

(31

)

(323

)

(338

)

59,289

1,158

(323

)

60,124

INCOME (LOSS) FROM CONTINUING

OPERATIONS BEFORE INCOME TAXES

262,941

(18,555

)

323

244,709

Income tax (expense) benefit

(93,870

)

6,284

—

(87,586

)

INCOME (LOSS) FROM CONTINUING OPERATIONS

169,071

(12,271

)

323

157,123

Loss from equity in subsidiaries

(12,310

)

—

12,310

—

Loss from discontinued operations, net of taxes

—

(362

)

—

(362

)

NET INCOME (LOSS)

156,761

(12,633

)

12,633

156,761

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2012

(in thousands)


	Parent			Combined Subsidiary Guarantors			Consolidating Adjustments And Other		Total Consolidated Amounts
Net cash provided by operating activities	$	260,602		$	22,654		$	—	$	283,256
Net cash used in investing activities		(42,378	)		(37,542	)		—		(79,920	)
Net cash used in financing activities		(218,224	)		21,953			—		(196,271	)

Net Increase in Cash and Cash Equivalents		—			7,065			—		7,065
CASH AND CASH EQUIVALENTS, beginning of year		—			55,832			—		55,832

CASH AND CASH EQUIVALENTS, end of year	$	—		$	62,897		$	—	$	62,897