11.	CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES

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