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.

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2014

(in thousands)

ASSETS

Parent

Combined
Subsidiary
Guarantors

Consolidating
Adjustments
and Other

Total
Consolidated
Amounts

Cash and cash equivalents

12,337

62,056

—

74,393

Accounts receivable, net of allowance

167,626

178,911

(97,949

)

248,588

Current deferred tax assets

—

13,241

(12

)

13,229

Prepaid expenses and other current assets

17,060

34,705

(21,990

)

29,775

Total current assets

197,023

288,913

(119,951

)

365,985

Property and equipment, net

2,459,053

199,575

—

2,658,628

Restricted cash

1,267

1,591

—

2,858

Investment in direct financing lease

3,223

—

3,223

Goodwill

—

16,110

—

16,110

Non-current deferred tax assets

—

2,778

(477

)

2,301

Other assets

241,690

47,046

(210,650

)

78,086

Total assets

2,902,256

556,013

(331,078

)

3,127,191

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued expenses

218,403

205,213

(106,050

)

317,566

Income taxes payable

195

1,173

—

1,368

Current deferred tax liabilities

—

(13

)

—

Note payable to an affiliate

—

13,854

(13,854

)

—

Current liabilities of discontinued operations

—

Total current liabilities

218,611

220,294

(119,917

)

318,988

Long-term debt

1,200,000

115,000

(115,000

)

1,200,000

Non-current deferred tax liabilities

477

—

(477

)

—

Other liabilities

1,668

125,035

—

126,703

Total liabilities

1,420,756

460,329

(235,394

)

1,645,691

Total stockholders’ equity

1,481,500

95,684

(95,684

)

1,481,500

Total liabilities and stockholders’ equity

2,902,256

556,013

(331,078

)

3,127,191

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2013

(in thousands)


ASSETS	Parent		Combined Subsidiary Guarantors		Consolidating Adjustments and Other			Total Consolidated Amounts
Cash and cash equivalents	$	31,647	$	46,262	$	—		$	77,909
Accounts receivable, net of allowance		203,018		178,894		(136,955	)		244,957
Current deferred tax assets		2		9,239		—			9,241
Prepaid expenses and other current assets		7,580		22,856		(9,824	)		20,612
Current assets of discontinued operations		—		15		—			15

Total current assets		242,247		257,266		(146,779	)		352,734
Property and equipment, net		2,450,028		96,585		—			2,546,613

Restricted cash		1,016		4,573		—			5,589
Investment in direct financing lease		5,473		—		—			5,473
Goodwill		—		16,110		—			16,110
Non-current deferred tax assets		—		3,633		(555	)		3,078
Other assets		245,028		45,149		(212,349	)		77,828

Total assets	$	2,943,792	$	423,316	$	(359,683	)	$	3,007,425

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	234,277	$	164,745	$	(146,745	)	$	252,277
Income taxes payable		—		1,243		—			1,243
Current liabilities of discontinued operations		—		886		—			886

Total current liabilities		234,277		166,874		(146,745	)		254,406

Long-term debt		1,205,000		115,000		(115,000	)		1,205,000
Non-current deferred tax liabilities		555		—		(555	)		—
Other liabilities		1,453		44,059		—			45,512

Total liabilities		1,441,285		325,933		(262,300	)		1,504,918

Total stockholders’ equity		1,502,507		97,383		(97,383	)		1,502,507

Total liabilities and stockholders’ equity	$	2,943,792	$	423,316	$	(359,683	)	$	3,007,425

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the year ended December 31, 2014

(in thousands)

Parent

Combined
Subsidiary
Guarantors

Consolidating
Adjustments
and Other

Total
Consolidated
Amounts

REVENUES

1,250,199

1,268,654

(871,986

)

1,646,867

EXPENSES:

Operating

896,470

1,131,651

(871,986

)

1,156,135

General and administrative

33,508

72,921

—

106,429

Depreciation and amortization

80,820

33,105

—

113,925

Asset impairments

29,915

167

—

30,082

1,040,713

1,237,844

(871,986

)

1,406,571

OPERATING INCOME

209,486

30,810

—

240,296

OTHER (INCOME) EXPENSE:

Interest expense, net

35,138

4,397

—

39,535

Other (income) expense

302

(786

)

(720

)

(1,204

)

35,440

3,611

(720

)

38,331

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

174,046

27,199

720

201,965

Income tax expense

(552

)

(6,391

)

—

(6,943

)

INCOME FROM CONTINUING OPERATIONS

173,494

20,808

720

195,022

Income from equity in subsidiaries

21,528

—

(21,528

)

—

NET INCOME

195,022

20,808

(20,808

)

195,022

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the year ended December 31, 2013

(in thousands)


	Parent			Combined Subsidiary Guarantors			Consolidating Adjustments and Other			Total Consolidated Amounts
REVENUES	$	1,268,763		$	1,351,695		$	(926,161	)	$	1,694,297

EXPENSES:
Operating		945,750			1,200,762			(926,161	)		1,220,351
General and administrative		31,290			72,300			—			103,590
Depreciation and amortization		76,112			36,580			—			112,692
Asset impairments		—			6,513			—			6,513

		1,053,152			1,316,155			(926,161	)		1,443,146

OPERATING INCOME		215,611			35,540			—			251,151

OTHER (INCOME) EXPENSE:
Interest expense, net		38,319			6,807			—			45,126
Expenses associated with debt refinancing transactions		28,563			7,965			—			36,528
Other (income) expense		(45	)		23			(78	)		(100	)

		66,837			14,795			(78	)		81,554

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		148,774			20,745			78			169,597
Income tax benefit (expense)		143,590			(8,595	)		—			134,995

INCOME FROM CONTINUING OPERATIONS		292,364			12,150			78			304,592
Income from equity in subsidiaries		8,471			—			(8,471	)		—
Loss from discontinued operations, net of taxes		—			(3,757	)		—			(3,757	)

NET INCOME	$	300,835		$	8,393		$	(8,393	)	$	300,835

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
REVENUES	$	1,411,277		$	329,971		$	(17,591	)	$	1,723,657

EXPENSES:
Operating		943,803			290,839			(17,591	)		1,217,051
General and administrative		70,792			18,143			—			88,935
Depreciation and amortization		74,452			38,611			—			113,063

		1,089,047			347,593			(17,591	)		1,419,049

OPERATING INCOME (LOSS)		322,230			(17,622	)		—			304,608

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		16			(26	)		(323	)		(333	)

		59,289			1,163			(323	)		60,129

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		262,941			(18,785	)		323			244,479
Income tax benefit (expense)		(93,870	)		6,357			—			(87,513	)

INCOME (LOSS) FROM CONTINUING OPERATIONS		169,071			(12,428	)		323			156,966
Loss from equity in subsidiaries		(12,310	)		—			12,310			—
Loss from discontinued operations, net of taxes		—			(205	)		—			(205	)

NET INCOME (LOSS)	$	156,761		$	(12,633	)	$	12,633		$	156,761

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2014

(in thousands)

Parent

Combined
Subsidiary
Guarantors

Consolidating
Adjustments
And Other

Total
Consolidated
Amounts

Net cash provided by operating activities

296,087

127,494

—

423,581

Net cash used in investing activities

(73,404

)

(102,337

)

(21,146

)

(196,887

)

Net cash used in financing activities

(241,993

)

(9,373

)

21,146

(230,220

)

Net (decrease) increase in cash and cash equivalents

(19,310

)

15,784

—

(3,526

)

CASH AND CASH EQUIVALENTS, beginning of year

31,647

46,272

—

77,919

CASH AND CASH EQUIVALENTS, end of year

12,337

62,056

—

74,393

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2013

(in thousands)


	Parent			Combined Subsidiary Guarantors			Consolidating Adjustments And Other			Total Consolidated Amounts
Net cash provided by operating activities	$	211,247		$	158,257		$	—		$	369,504
Net cash used in investing activities		(83,895	)		(56,617	)		15,000			(125,512	)
Net cash used in financing activities		(95,705	)		(118,265	)		(15,000	)		(228,970	)

Net increase (decrease) in cash and cash equivalents		31,647			(16,625	)		—			15,022
CASH AND CASH EQUIVALENTS, beginning of year		—			62,897			—			62,897

CASH AND CASH EQUIVALENTS, end of year	$	31,647		$	46,272		$	—		$	77,919

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