13.	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 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