12.

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY 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 March 31, 2016

(in thousands)

Parent

Combined
Subsidiary
Guarantors

Consolidating
Adjustments
and Other

Total
Consolidated
Amounts

ASSETS

Cash and cash equivalents

9,989

44,827

—

54,816

Accounts receivable, net of allowance

259,068

181,627

(232,391

)

208,304

Prepaid expenses and other current assets

2,212

32,513

(6,084

)

28,641

Total current assets

271,269

258,967

(238,475

)

291,761

Property and equipment, net

2,513,336

340,773

—

2,854,109

Restricted cash

218

—

218

Goodwill

19,846

15,155

—

35,001

Non-current deferred tax assets

—

9,238

(289

)

8,949

Other assets

268,290

57,057

(241,581

)

83,766

Total assets

3,072,959

681,190

(480,345

)

3,273,804

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued expenses

217,902

329,149

(238,475

)

308,576

Income taxes payable

—

2,421

—

2,421

Current portion of long-term debt

6,250

—

6,250

Total current liabilities

224,152

331,570

(238,475

)

317,247

Long-term debt, net of current portion

1,401,312

113,816

(115,000

)

1,400,128

Non-current deferred tax liabilities

289

—

(289

)

—

Deferred revenue

—

54,641

—

54,641

Other liabilities

750

54,582

—

55,332

Total liabilities

1,626,503

554,609

(353,764

)

1,827,348

Total stockholders’ equity

1,446,456

126,581

(126,581

)

1,446,456

Total liabilities and stockholders’ equity

3,072,959

681,190

(480,345

)

3,273,804

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2015

(in thousands)


	Parent		Combined Subsidiary Guarantors		Consolidating Adjustments and Other			Total Consolidated Amounts
ASSETS

Cash and cash equivalents	$	15,666	$	49,625	$	—		$	65,291
Restricted cash		637		240		—			877
Accounts receivable, net of allowance		300,632		159,286		(225,462	)		234,456
Prepaid expenses and other current assets		3,760		43,706		(6,032	)		41,434

Total current assets		320,695		252,857		(231,494	)		342,058

Property and equipment, net		2,526,278		356,782		—			2,883,060

Restricted cash		131		—		—			131
Investment in direct financing lease		684		—		—			684
Goodwill		20,402		15,155		—			35,557
Non-current deferred tax assets		—		10,217		(393	)		9,824
Other assets		241,510		57,120		(213,926	)		84,704


Total assets	$	3,109,700	$	692,131	$	(445,813	)	$	3,356,018


LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued expenses	$	191,600	$	357,569	$	(231,494	)	$	317,675
Income taxes payable		—		1,920		—			1,920
Current portion of long-term debt		5,000		—		—			5,000

Total current liabilities		196,600		359,489		(231,494	)		324,595

Long-term debt, net of current portion		1,448,316		113,761		(115,000	)		1,447,077
Non-current deferred tax liabilities		393		—		(393	)		—
Deferred revenue		—		63,289		—			63,289
Other liabilities		1,643		56,666		—			58,309

Total liabilities		1,646,952		593,205		(346,887	)		1,893,270



Total stockholders’ equity		1,462,748		98,926		(98,926	)		1,462,748


Total liabilities and stockholders’ equity	$	3,109,700	$	692,131	$	(445,813	)	$	3,356,018

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the three months ended March 31, 2016

(in thousands)

Parent

Combined
Subsidiary
Guarantors

Consolidating
Adjustments
and Other

Total
Consolidated
Amounts

REVENUES

284,724

377,477

(214,816)

447,385

EXPENSES:

Operating

222,064

306,670

(214,816

)

313,918

General and administrative

9,194

17,286

—

26,480

Depreciation and amortization

20,891

21,168

—

42,059

252,149

345,124

(214,816

)

382,457

OPERATING INCOME

32,575

32,353

—

64,928

OTHER (INCOME) EXPENSE:

Interest expense, net

13,002

4,542

—

17,544

Other (income) expense

112

(191

)

(83

)

13,114

4,351

)

17,461

INCOME BEFORE INCOME TAXES

19,461

28,002

47,467

Income tax expense

(366

)

(794

)

—

(1,160

)

INCOME BEFORE EQUITY IN SUBSIDIARIES

19,095

27,208

46,307

Income from equity in subsidiaries

27,212

—

(27,212

)

—

NET INCOME

46,307

27,208

(27,208

)

46,307

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the three months ended March 31, 2015

(in thousands)


	Parent			Combined Subsidiary Guarantors			Consolidating Adjustments and Other			Total Consolidated Amounts

REVENUES	$	303,040		$	335,223		$	(212,263	)	$	426,000


EXPENSES:
Operating		221,677			291,248			(212,263	)		300,662
General and administrative		8,800			18,072			—			26,872
Depreciation and amortization		20,069			8,616			—			28,685
Asset impairments		—			955			—			955

		250,546			318,891			(212,263	)		357,174


OPERATING INCOME		52,494			16,332			—			68,826


OTHER (INCOME) EXPENSE:
Interest expense, net		8,427			1,763			—			10,190
Other (income) expense		171			(121	)		(76	)		(26	)

		8,598			1,642			(76	)		10,164


INCOME BEFORE INCOME TAXES		43,896			14,690			76			58,662

Income tax expense		(176	)		(1,209	)		—			(1,385	)


INCOME BEFORE EQUITY IN SUBSIDIARIES		43,720			13,481			76			57,277

Income from equity in subsidiaries		13,557			—			(13,557	)		—


NET INCOME	$	57,277		$	13,481		$	(13,481	)	$	57,277

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the three months ended March 31, 2016

(in thousands)

Parent

Combined
Subsidiary
Guarantors

Consolidating
Adjustments
And Other

Total
Consolidated
Amounts

Net cash provided by operating activities

117,248

3,061

—

120,309

Net cash used in investing activities

(9,174

)

(5,043

)

—

(14,217

)

Net cash used in financing activities

(113,751

)

(2,816

)

—

(116,567

)

Net decrease in cash and cash equivalents

(5,677

)

(4,798

)

—

(10,475

)

CASH AND CASH EQUIVALENTS, beginning of period

15,666

49,625

—

65,291

CASH AND CASH EQUIVALENTS, end of period

9,989

44,827

—

54,816

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the three months ended March 31, 2015

(in thousands)


	Parent			Combined Subsidiary Guarantors			Consolidating Adjustments And Other			Total Consolidated Amounts
Net cash provided by operating activities	$	65,048		$	52,138		$	—		$	117,186
Net cash used in investing activities		(32,119	)		(32,463	)		(26,999	)		(91,581	)
Net cash provided by (used in) financing activities		(24,810	)		(28,165	)		26,999			(25,976	)

Net increase (decrease) in cash and cash equivalents		8,119			(8,490	)		—			(371	)

CASH AND CASH EQUIVALENTS, beginning of period		12,337			62,056			—			74,393


CASH AND CASH EQUIVALENTS, end of period	$	20,456		$	53,566		$	—		$	74,022