$ 431,103

^[1]

$ 421,466

^[1]

$ 425,005

^[1]

$ 416,723

^[1]

$ 427,677

^[1]

$ 435,727

^[1]

$ 433,897

^[1]

$ 426,356

^[1]

$ 1,694,297

$ 1,723,657

$ 1,688,805

EXPENSES:

1,220,351

1,217,051

1,158,269

103,590

88,935

91,227

112,692

113,063

107,568

Costs and Expenses, Total

6,513

1,443,146

1,419,049

1,357,064

OPERATING INCOME

56,019

^[1]

67,271

^[1]

67,969

^[1]

59,892

^[1]

80,299

^[1]

79,733

^[1]

75,125

^[1]

69,451

^[1]

251,151

304,608

331,741

Expenses associated with debt refinancing transactions

45,126

58,363

72,940

36,528

2,099

(100)

(333)

305

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

81,554

60,129

73,245

169,597

244,479

258,496

INCOME FROM CONTINUING OPERATIONS

134,995

(87,513)

(96,166)

304,592

156,966

162,330

(Loss) income from discontinued operations, net of taxes

(663)

^[1]

(2,739)

^[1]

(355)

^[1]

150

^[1]

(150)

^[1]

(304)

^[1]

(3,757)

(205)

180

$ 47,471

^[1]

$ 51,843

^[1]

$ 20,429

^[1]

$ 181,092

^[1]

$ 45,408

$ 42,339

$ 37,334

$ 31,680

$ 300,835

$ 156,761

$ 162,510

BASIC EARNINGS PER SHARE:

(Loss) income from discontinued operations, net of taxes

$ 2.77

$ 1.58

$ 1.55

$ (0.03)

$ 0.41

^[2]

$ 0.45

^[2]

$ 0.19

^[2]

$ 1.81

^[2]

$ 0.46

$ 0.42

$ 0.37

$ 0.32

$ 2.74

$ 1.58

$ 1.55

DILUTED EARNINGS PER SHARE:

(Loss) income from discontinued operations, net of taxes

$ 2.73

$ 1.56

$ 1.54

$ (0.03)

Dividend declared on common stock, per share

$ 0.41

^[2]

$ 0.44

^[2]

$ 0.19

^[2]

$ 1.78

^[2]

$ 0.45

$ 0.42

$ 0.37

$ 0.32

$ 2.70

$ 1.56

$ 1.54

Regular Dividend

DILUTED EARNINGS PER SHARE:

$ 1.97

$ 0.60

Special Dividend

DILUTED EARNINGS PER SHARE:

Dividend declared on common stock, per share

$ 6.66

[1]

The amounts presented for the first two quarters of 2013 and the four quarters of 2012 are not equal to the same amounts previously reported in the respective reports on Form 10-Q and Form 10-K for each period as a result of discontinued operations. Below is a reconciliation to the previously reported amounts in Form 10-Q.

[2]

The earnings per share amounts in the first quarter of 2013 were favorably impacted by the net tax benefit resulting from the revaluation of certain deferred tax assets and liabilities associated with the REIT conversion effective January 1, 2013. Additionally, the earnings per share amounts in the second quarter of 2013 were negatively impacted by $36.3 million of expenses associated with debt refinancing transactions.

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 300,835	$ 156,761	$ 162,510
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	113,491	113,933	108,931
Asset impairments	9,150
Amortization of debt issuance costs and other non-cash interest	3,509	4,316	4,331
Expenses associated with debt refinancing transactions	36,528	2,099
Deferred income taxes	(151,037)	5,761	19,321
Other expenses and non-cash items	2,623	1,084	1,559
Non-cash revenue	(294)
Income tax benefit of equity compensation	(351)	(2,708)	(1,962)
Non-cash equity compensation	12,965	12,325	10,384
Changes in assets and liabilities, net:
Accounts receivable, prepaid expenses and other assets	16,683	12,189	46,941
Accounts payable, accrued expenses and other liabilities	23,910	(24,219)	(2,456)
Income taxes payable	1,492	1,715	1,517
Net cash provided by operating activities	369,504	283,256	351,076
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for facility acquisition, development and expansions	(27,955)	(30,424)	(125,682)
Acquisition of businesses, net of cash acquired	(36,252)
Expenditures for other capital improvements	(48,570)	(49,014)	(48,258)
Cash paid for leasehold incentive	(12,765)
Decrease in restricted cash	452		1,749
Proceeds from sale of assets	998	1,838	885
Increase in other assets	(3,260)	(4,027)	(2,248)
Payments received on direct financing lease and notes receivable	1,840	1,707	1,515
Net cash used in investing activities	(125,512)	(79,920)	(172,039)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt	1,283,000	888,500	383,623
Principal repayments of debt	(1,198,000)	(1,023,500)	(296,589)
Payment of debt issuance and other refinancing and related costs	(37,349)	(6,336)
Proceeds from exercise of stock options	30,171	4,933	2,137
Purchase and retirement of common stock	(6,693)	(2,808)	(239,847)
Income tax benefit of equity compensation	351	2,708	1,962
Increase in restricted cash for dividends	(1,016)
Dividends paid	(299,434)	(59,768)
Net cash used in financing activities	(228,970)	(196,271)	(148,714)
NET INCREASE IN CASH AND CASH EQUIVALENTS	15,022	7,065	30,323
CASH AND CASH EQUIVALENTS, beginning of year	62,897	55,832	25,509
CASH AND CASH EQUIVALENTS, end of year	77,919	62,897	55,832
Cash paid during the period for:
Interest (net of amounts capitalized of $836, $1,057, and $1,584 in 2013, 2012, and 2011, respectively)	40,776	66,943	71,002
Income taxes	$ 7,422	$ 83,864	$ 70,341

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (USD $) In Thousands	Total	Regular Dividend	Special Dividend	Common Stock	Common Stock Special Dividend	Additional Paid-in Capital	Additional Paid-in Capital Special Dividend	Retained Earnings	Retained Earnings Regular Dividend	Retained Earnings Special Dividend
Balance at Dec. 31, 2010	$ 1,470,871			$ 1,098		$ 1,354,691		$ 115,082
Balance (in shares) at Dec. 31, 2010				109,754
Net income	162,510							162,510
Issuance of common stock (in shares)				3
Issuance of common stock	51					51
Retirement of common stock (in shares)				(10,661)
Retirement of common stock	(239,725)			(107)		(239,618)
Restricted stock compensation, net of forfeitures (in shares)				(22)
Restricted stock compensation, net of forfeitures	6,123					6,123
Stock option compensation expense, net of forfeitures	4,210					4,210
Income tax benefit of equity compensation	1,845					1,845
Restricted stock grants (in shares)				186
Restricted stock grants				2		(2)
Stock options exercised (in shares)				268
Stock options exercised	2,137			2		2,135
Balance at Dec. 31, 2011	1,408,022			995		1,129,435		277,592
Balance (in shares) at Dec. 31, 2011				99,528
Net income	156,761							156,761
Issuance of common stock (in shares)				1
Issuance of common stock	29					29
Retirement of common stock (in shares)				(110)
Retirement of common stock	(2,808)			(1)		(2,807)
Dividend on common stock		(60,222)							(60,222)
Restricted stock compensation, net of forfeitures (in shares)				(13)
Restricted stock compensation, net of forfeitures	7,635					7,635
Stock option compensation expense, net of forfeitures	4,661					4,661
Income tax benefit of equity compensation	2,609					2,609
Restricted stock grants (in shares)				333
Restricted stock grants				3		(3)
Stock options exercised (in shares)				366
Stock options exercised	4,933			4		4,929
Balance at Dec. 31, 2012	1,521,620			1,001		1,146,488		374,131
Balance (in shares) at Dec. 31, 2012				100,105
Net income	300,835							300,835
Issuance of common stock (in shares)				20
Issuance of common stock	27					27
Retirement of common stock (in shares)				(180)
Retirement of common stock	(6,693)			(2)		(6,691)
Dividend on common stock, (in shares)					13,878
Dividend on common stock		(221,196)	(135,546)		139		542,541		(221,196)	(678,226)
Restricted stock compensation, net of forfeitures (in shares)				(30)
Restricted stock compensation, net of forfeitures	9,822					9,381		441
Stock option compensation expense, net of forfeitures	3,116					3,116
Income tax benefit of equity compensation	351					351
Restricted stock grants (in shares)				300
Restricted stock grants				3		(3)
Stock options exercised (in shares)				1,830
Stock options exercised	30,171			18		30,153
Balance at Dec. 31, 2013	$ 1,502,507			$ 1,159		$ 1,725,363		$ (224,015)
Balance (in shares) at Dec. 31, 2013				115,923

ORGANIZATION AND OPERATIONS

12 Months Ended

Dec. 31, 2013

ORGANIZATION AND OPERATIONS

1.	ORGANIZATION AND OPERATIONS

Corrections Corporation of America (together with its subsidiaries, the “Company” or “CCA”) is the nation’s largest owner of privatized correctional and detention facilities and one of the largest prison operators in the United States, behind only the federal government and three states. CCA currently owns or controls 53 correctional and detention facilities, and manages an additional 13 facilities owned by its government partners, with a total design capacity of approximately 86,000 (unaudited) beds in 20 states and the District of Columbia.

CCA specializes in owning, operating and managing prisons and other correctional facilities and providing inmate residential, community re-entry, and prisoner transportation services for governmental agencies. In addition to providing the fundamental residential services relating to inmates, CCA’s facilities offer a variety of rehabilitation and educational programs, including basic education, religious services, life skills and employment training and substance abuse treatment. These services are intended to help reduce recidivism and to prepare inmates for their successful reentry into society upon their release. CCA also provides or makes available to inmates certain health care (including medical, dental and mental health services), food services, and work and recreational programs.

CCA began operating as a real estate investment trust (“REIT”) for federal income tax purposes effective January 1, 2013. In connection with this conversion to a REIT, CCA reorganized its corporate structure and began performing its correctional services and conducting other business activities through taxable REIT subsidiaries (“TRSs”). A TRS is a subsidiary of a REIT that is subject to applicable corporate income tax and certain qualification requirements. The Company’s use of TRSs enables CCA to comply with REIT qualification requirements while providing correctional services at facilities it owns and at facilities owned by its government partners and to engage in certain other business operations. A TRS is not subject to the distribution requirements applicable to REITs so it may retain income generated by its operations for reinvestment. Consequently, income taxes recorded in 2013 are not comparable to those recorded in 2012 and 2011. See Note 11.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles and include the accounts of CCA on a consolidated basis with its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents

CCA considers all liquid debt instruments with a maturity of three months or less at the time of purchase to be cash equivalents.

Restricted Cash

Restricted cash at December 31, 2013 and 2012 of $5.6 million and $5.0 million, respectively, is restricted for a capital improvements, replacements, and repairs reserve fund required by one of our contracts, and for the payment of dividends on unvested restricted stock.

Accounts Receivable and Allowance for Doubtful Accounts

At December 31, 2013 and 2012, accounts receivable of $245.0 million and $247.1 million were net of allowances for doubtful accounts totaling $1.3 million and $2.4 million, respectively. Accounts receivable consist primarily of amounts due from federal, state, and local government agencies for the utilization of CCA’s correctional and detention facilities, as well as for operating and managing prisons and other correctional facilities and providing inmate residential and prisoner transportation services to such government agencies.

Accounts receivable are stated at estimated net realizable value. CCA recognizes allowances for doubtful accounts to ensure receivables are not overstated due to uncollectibility. Bad debt reserves are maintained for customers in the aggregate based on a variety of factors, including the length of time receivables are past due, significant one-time events and historical experience. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted.

Property and Equipment

Property and equipment are carried at cost. Assets acquired by CCA in conjunction with acquisitions are recorded at estimated fair market value at the time of purchase. Betterments, renewals and significant repairs that extend the life of an asset are capitalized; other repair and maintenance costs are expensed. Interest is capitalized to the asset to which it relates in connection with the construction or expansion of facilities. Construction costs directly associated with the development of a correctional facility are capitalized as part of the cost of the development project. Such costs are written-off to general and administrative expense whenever a project is abandoned. The cost and accumulated depreciation applicable to assets retired are removed from the accounts and the gain or loss on disposition is recognized in income. Depreciation is computed over the estimated useful lives of depreciable assets using the straight-line method. Useful lives for property and equipment are as follows:


Land improvements		5 – 20 years
Buildings and improvements		5 – 50 years
Equipment and software		3 – 5 years
Office furniture and fixtures		5 years

Accounting for the Impairment of Long-Lived Assets Other Than Goodwill

Long-lived assets other than goodwill are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable. When circumstances indicate an asset may not be recoverable, impairment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable.

Goodwill

Goodwill represents the cost in excess of the net assets of businesses acquired. As further discussed in Note 3, goodwill is tested for impairment at least annually using a fair-value based approach.

Investment in Direct Financing Lease

Investment in direct financing lease represents the portion of CCA’s management contract with a governmental agency that represents lease payments on buildings and equipment. The lease is accounted for using the financing method and, accordingly, the minimum lease payments to be received over the term of the lease less unearned income are capitalized as CCA’s investment in the lease. Unearned income is recognized as income over the term of the lease using the interest method.

Investment in Affiliates

Investments in affiliates that are equal to or less than 50%-owned over which CCA can exercise significant influence are accounted for using the equity method of accounting. Investments under the equity method are recorded at cost and subsequently adjusted for contributions, distributions, and net income attributable to the Company’s ownership based on the governing agreement.

Debt Issuance Costs

Generally, debt issuance costs, which are included in other assets in the consolidated balance sheets, are capitalized and amortized into interest expense using the interest method, or on a straight-line basis over the term of the related debt, if not materially different than the interest method. However, certain debt issuance costs incurred in connection with debt refinancings are charged to expense in accordance with Accounting Standards Codification (“ASC”) 470-50, “Modifications and Extinguishments.”

Management and Other Revenue

CCA maintains contracts with certain governmental entities to manage their facilities for fixed per diem rates. CCA also maintains contracts with various federal, state, and local governmental entities for the housing of inmates in company-owned facilities at fixed per diem rates or monthly fixed rates. These contracts usually contain expiration dates with renewal options ranging from annual to multi-year renewals. Most of these contracts have current terms that require renewal every two to five years. Additionally, most facility management contracts contain clauses that allow the government agency to terminate a contract without cause, and are generally subject to legislative appropriations. CCA generally expects to renew these contracts for periods consistent with the remaining renewal options allowed by the contracts or other reasonable extensions; however, no assurance can be given that such renewals will be obtained. Fixed monthly rate revenue is recorded in the month earned and fixed per diem revenue, including revenue under those contracts that include guaranteed minimum populations, is recorded based on the per diem rate multiplied by the number of inmates housed or guaranteed during the respective period.

CCA recognizes any additional management service revenues upon completion of services provided to the customer. Certain of the government agencies also have the authority to audit and investigate CCA’s contracts with them. For contracts that actually or effectively provide for certain reimbursement of expenses, if the agency determines that CCA has improperly allocated costs to a specific contract, CCA may not be reimbursed for those costs and could be required to refund the amount of any such costs that have been reimbursed. The reimbursement of expenses is recognized as a reduction to expense in the period the expenses are incurred by CCA. There were no material adverse audit findings during any of the periods presented.

Other revenue consists primarily of ancillary revenues associated with operating correctional and detention facilities, such as commissary, phone, and vending sales, and are recorded in the period the goods and services are provided. Revenues generated from prisoner transportation services for governmental agencies are recorded in the period the inmates have been transported to their destination.

Rental Revenue

Rental revenue is recognized in accordance with ASC 840, “Leases”. In accordance with ASC 840, minimum rental revenue is recognized on a straight-line basis over the term of the related lease. Leasehold incentives are recognized as a reduction to rental revenue on a straight-line basis over the term of the related lease. Rental revenue associated with expense reimbursements from tenants are recognized in the period that the related expenses are incurred based upon the tenant lease provision.

Self-Funded Insurance Reserves

CCA is significantly self-insured for employee health, workers’ compensation, automobile liability claims, and general liability claims. As such, CCA’s insurance expense is largely dependent on claims experience and CCA’s ability to control its claims experience. CCA has consistently accrued the estimated liability for employee health insurance based on its history of claims experience and time lag between the incident date and the date the cost is paid by CCA. CCA has accrued the estimated liability for workers’ compensation claims based on an actuarially determined liability, discounted to the net present value of the outstanding liabilities, using a combination of actuarial methods used to project ultimate losses, and our automobile insurance claims based on estimated development factors on claims incurred. The liability for employee health, workers’ compensation, and automobile insurance includes estimates for both claims incurred and for claims incurred but not reported. CCA records litigation reserves related to general liability matters for which it is probable that a loss has been incurred and the range of such loss can be estimated. These estimates could change in the future.

Income Taxes

As further described in Note 1, CCA began operating as a REIT for federal income tax purposes effective January 1, 2013. As a REIT, the Company generally is not subject to corporate level federal income tax on taxable income it distributes to its shareholders as long as it meets the organizational and operational requirements under the REIT rules. However, certain subsidiaries have made an election with the Company to be treated as TRSs in conjunction with the Company’s REIT election. The TRS elections permit CCA to engage in certain business activities in which the REIT may not engage directly, so long as these activities are conducted in entities that elect to be treated as TRSs under the Internal Revenue Code. A TRS is subject to federal and state income taxes on the income from these activities and therefore, CCA includes a provision for taxes in its consolidated financial statements.

Income taxes are accounted for under the provisions of ASC 740, “Income Taxes”. ASC 740 generally requires CCA to record deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities. Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the statement of operations in the period that includes the enactment date. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including CCA’s past earnings history, expected future earnings, the character and jurisdiction of such earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset.

Income tax contingencies are accounted for under the provisions of ASC 740. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance prescribed in ASC 740 establishes a recognition threshold of more likely than not that a tax position will be sustained upon examination. The measurement attribute requires that a tax position be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

Foreign Currency Transactions

CCA has extended a working capital loan to Agecroft Prison Management, Ltd. (“APM”), the operator of a correctional facility in Salford, England previously owned by a subsidiary of CCA. The working capital loan is denominated in British pounds; consequently, CCA adjusts these receivables to the current exchange rate at each balance sheet date and recognizes the unrealized currency gain or loss in current period earnings. See Note 6 for further discussion of CCA’s relationship with APM.

Fair Value of Financial Instruments

To meet the reporting requirements of ASC 825, “Financial Instruments”, CCA calculates the estimated fair value of financial instruments using market interest rates and quoted market prices of similar instruments or discounted cash flow techniques with observable Level 1 inputs for debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, “Fair Value Measurement”. At December 31, 2013 and 2012, there were no material differences between the carrying amounts and the estimated fair values of CCA’s financial instruments, other than as follows (in thousands):


	December 31,
	2013						2012
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Investment in direct financing lease	$	7,466		$	8,609		$	9,233		$	10,852
Note receivable from APM	$	4,831		$	9,006		$	4,819		$	8,678
Debt	$	(1,205,000	)	$	(1,179,375	)	$	(1,111,545	)	$	(1,152,550	)

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates and those differences could be material.

Concentration of Credit Risks

CCA’s credit risks relate primarily to cash and cash equivalents, restricted cash, accounts receivable, and an investment in a direct financing lease. Cash and cash equivalents and restricted cash are primarily held in bank accounts and overnight investments. CCA maintains deposits of cash in excess of federally insured limits with certain financial institutions. CCA’s accounts receivable and investment in direct financing lease represent amounts due primarily from governmental agencies. CCA’s financial instruments are subject to the possibility of loss in carrying value as a result of either the failure of other parties to perform according to their contractual obligations or changes in market prices that make the instruments less valuable.

CCA derives its revenues primarily from amounts earned under federal, state, and local government management contracts. For each of the years ended December 31, 2013, 2012 and 2011, federal correctional and detention authorities represented 44% of CCA’s total revenue. Federal correctional and detention authorities consist primarily of the Federal Bureau of Prisons (“BOP”), the United States Marshals Service (“USMS”), and the U.S. Immigration and Customs Enforcement (“ICE”). The BOP accounted for 13%, 12%, and 12% of total revenue for 2013, 2012, and 2011, respectively. The USMS accounted for 19%, 20%, and 20% of total revenue for 2013, 2012, and 2011, respectively. ICE accounted for 12% of total revenue for each of 2013, 2012, and 2011. These federal customers have management contracts at facilities CCA owns and at facilities CCA manages but does not own. Additionally, CCA’s management contracts with state correctional authorities represented 49% of total revenue during each of the years ended December 31, 2013, 2012, and 2011, respectively. The State of California Department of Corrections and Rehabilitation (the “CDCR”) accounted for 12%, 12%, and 14% of total revenue for the years ended December 31, 2013, 2012, and 2011, respectively, including revenue generated under an operating lease that commenced December 1, 2013, at a facility we own in California. No other customer generated more than 10% of total revenue during 2013, 2012, or 2011. Although the revenue generated from each of these agencies is derived from numerous management contracts, the loss of one or more of such contracts could have a material adverse impact on CCA’s financial condition and results of operations.

Accounting for Stock-Based Compensation

Restricted Stock

CCA accounts for restricted stock-based compensation under the recognition and measurement principles of ASC 718, “Compensation-Stock Compensation”. CCA amortizes the fair market value as of the grant date of restricted stock awards over the vesting period using the straight-line method. The fair market value of performance-based restricted stock is amortized over the vesting period as long as CCA expects to meet the performance criteria. If achievement of the performance criteria becomes improbable, an adjustment is made to reverse the expense previously recognized.

Stock Options

CCA’s stock option plans are described more fully in Note 13. CCA accounts for those plans under the recognition and measurement principles of ASC 718. All options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

The entire disclosure for all significant accounting policies of the reporting entity.

+ References+ Details

GOODWILL

12 Months Ended

Dec. 31, 2013

GOODWILL

3.	GOODWILL

ASC 350, “Intangibles-Goodwill and Other”, establishes accounting and reporting requirements for goodwill and other intangible assets. Goodwill was $16.1 million and $11.2 million, net of discontinued operations, as of December 31, 2013 and 2012, respectively. This goodwill was established in connection with the acquisition of Correctional Alternatives Inc. (“CAI”) during the third quarter of 2013, as further described in Note 5, and the acquisitions of two service companies during 2000.

In September 2011, CCA early adopted the Financial Accounting Standards Board’s Accounting Standards Update (“ASU”) 2011-08 that gives companies the option to perform a qualitative assessment that may allow them to skip the annual two-step impairment test. Under the amendments in ASU 2011-08, a company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. If the two-step impairment test is required, CCA determines the fair value of a reporting unit using a collaboration of various common valuation techniques, including market multiples and discounted cash flows. These impairment tests are required to be performed at least annually. CCA performed its impairment tests during the fourth quarter, in connection with CCA’s annual budgeting process, and concluded no additional impairments had occurred. CCA will perform these impairment tests at least annually and whenever circumstances indicate the carrying value of goodwill may not be recoverable.

During the fourth quarter of 2013, CCA reported an asset impairment of $1.1 million for the write-off of goodwill associated with the Bay Correctional Facility in Florida. In the fourth quarter of 2013, the Florida Department of Management Services (“DMS”) awarded to another operator the contract to manage this facility owned by the state of Florida upon the expiration of CCA’s contract on January 31, 2014.

During the third quarter of 2013, CCA reported an asset impairment of $1.0 million for the write-off of goodwill associated with the Idaho Correctional Center. During the second quarter of 2013, the state of Idaho reported that they expected to solicit bids for the management of the Idaho Correctional Center upon the expiration of CCA’s contract in June 2014. During the third quarter of 2013, CCA decided not to submit a bid and, therefore, expects to transition management to another operator upon expiration of the contract. The state announced in early 2014 that it will take over management of the facility effective July 1, 2014.

During the second quarter of 2013, CCA received notification that it was not selected for the continued management of the Wilkinson County Correctional Facility at the end of the contract on June 30, 2013. As a result of this managed-only contract termination, during the second quarter of 2013, CCA recorded asset impairments of $2.6 million consisting of a goodwill impairment charge of $0.8 million and $1.8 million for other assets. These charges are reported as discontinued operations in the accompanying statement of operations for the year ended December 31, 2013.

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2013

PROPERTY AND EQUIPMENT

4.	PROPERTY AND EQUIPMENT

At December 31, 2013, CCA owned 55 real estate properties, including 53 correctional and detention facilities, four of which CCA leased to other operators (one of which is currently vacant), and two corporate office buildings. At December 31, 2013, CCA also managed 16 correctional and detention facilities owned by governmental agencies.

Property and equipment, at cost, consists of the following (in thousands):


	December 31,
	2013			2012
Land and improvements	$	127,246		$	121,209
Buildings and improvements		3,058,748			3,034,019
Equipment and software		316,696			315,391
Office furniture and fixtures		30,969			30,678
Construction in progress		93,187			60,492

		3,626,846			3,561,789
Less: Accumulated depreciation		(1,080,233	)		(995,307	)

	$	2,546,613		$	2,566,482

Construction in progress primarily consists of correctional facilities under construction or expansion. Interest is capitalized on construction in progress and amounted to $0.8 million, $1.1 million, and $1.6 million in 2013, 2012, and 2011, respectively.

Depreciation expense was $112.8 million, $113.2 million, and $107.8 million for the years ended December 31, 2013, 2012, and 2011, respectively.

Eleven of the facilities owned by CCA are subject to options that allow various governmental agencies to purchase those facilities. Certain of these options to purchase are based on a depreciated book value while others are based on a fair market value calculation. In addition, two facilities, one of which is also subject to a purchase option, are constructed on land that CCA leases from governmental agencies under ground leases. Under the terms of those ground leases, the facilities become the property of the governmental agencies upon expiration of the ground leases in 2015 and 2017. CCA depreciates these properties over the shorter of the term of the applicable ground lease or the estimated useful life of the property.

CCA leases portions of the land and building of the San Diego Correctional Facility under an operating lease that expires December 2015 pursuant to amended lease terms executed between CCA and the County of San Diego in January 2010. CCA also leases land and building at the Elizabeth Detention Center under operating leases that expire June 2015. During December 2013, CCA elected to terminate the lease of land and building at the North Georgia Detention Center effective during the first quarter of 2014. The rental expense incurred for these leases was $5.9 million, $4.7 million, and $6.2 million for the years ended December 31, 2013, 2012, and 2011, respectively. Future minimum lease payments as of December 31, 2013 under these operating leases are as follows:


2014	$	4,929
2015		2,723
2016		—
2017		—
2018		—
Thereafter		—

In December 2009, CCA entered into an Economic Development Agreement (“EDA”) with the Wheeler County Development Authority (“Wheeler County”) in Wheeler County, Georgia to implement a tax abatement plan related to CCA’s bed expansion project at its Wheeler Correctional Facility. The tax abatement plan provides for 50% abatement of real property taxes for six years. In December 2009, Wheeler County issued bonds in a maximum principal amount of $30.0 million. Also, in December 2009, CCA entered into an EDA with the Douglas-Coffee County Industrial Authority (“Coffee County”) in Coffee County, Georgia to implement a tax abatement plan related to CCA’s bed expansion project at its Coffee Correctional Facility. The tax abatement plan provides for 100% abatement of real property taxes for five years. In December 2009, Coffee County issued bonds in a maximum principal amount of $33.0 million. In June 2013, CCA also entered into an EDA with the Development Authority of Telfair County (“Telfair County”) in Telfair County, Georgia to implement a tax abatement plan related to CCA’s bed expansion project at its McRae Correctional Facility. The tax abatement plan provides for 90% abatement of real property taxes in the first year, decreasing by 10% over the subsequent nine years. In June 2013, Telfair County issued bonds in a maximum principal amount of $15.0 million.

According to each of the EDAs, legal title of CCA’s real property was transferred to the respective county. Pursuant to each EDA, the bonds were issued to CCA, so no cash exchanged hands. In each case, the applicable county authority then leased the real property back to CCA. The lease payments are equal to the amount of the payments on the bonds. At any time, CCA has the option to purchase the real property by paying off the bonds, plus $100. Due to the form of the transactions, CCA has not recorded the bonds or the capital leases associated with sale lease-back transactions. The original cost of CCA’s property and equipment is recorded on the balance sheet and is being depreciated over its estimated useful life.

REAL ESTATE ACTIVATIONS, ACQUISITIONS, DEVELOPMENTS, AND CLOSURES

The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.

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REAL ESTATE ACTIVATIONS, ACQUISITIONS, DEVELOPMENTS, AND CLOSURES

12 Months Ended

Dec. 31, 2013

5.	REAL ESTATE ACTIVATIONS, ACQUISITIONS, DEVELOPMENTS, AND CLOSURES

On July 31, 2013, CCA acquired in a business combination all of the stock of CAI, a privately held San Diego, California-based community corrections company that specializes in residential re-entry, home detention, and work furlough programs for San Diego County, the BOP and United States Pretrial and Probation. CCA acquired CAI as a strategic investment in a complementary business that broadens the scope of solutions it provides, from incarceration through release, and supporting its belief in helping inmates successfully transition to society. The consideration paid for CAI, consisted of approximately $36.5 million in cash, excluding transaction related expenses of $0.8 million. The purchase price was allocated based on fair value for the assets acquired and the liabilities assumed. In allocating the purchase price, CCA recorded $7.0 million of goodwill, $26.9 million of identifiable intangible assets, $7.9 million of intangible liabilities, $17.7 million of net tangible assets, and $7.2 million of deferred tax liabilities. Several factors gave rise to the goodwill recorded in the acquisition, such as the expected benefit from synergies of the combination and the long-term contracts within a complementary business that broadens the scope of solutions CCA provides. The results of operations for CAI have been included in the Company’s consolidated financial statements from the date of acquisition.

During the second quarter of 2013, CCA announced that the Texas Department of Criminal Justice (“TDCJ”) elected not to renew its contracts for the CCA owned and operated 2,103-bed Mineral Wells Pre-Parole Transfer Facility and the 2,216-bed managed-only Dawson State Jail due to a legislative budget reduction. As a result, upon expiration of the contracts in August 2013, CCA ceased operations of the Dawson State Jail and idled the Mineral Wells facility. During the second quarter of 2013, CCA performed an impairment analysis of the Mineral Wells property, which has a carrying value of $17.9 million as of December 31, 2013, and concluded that this asset has recoverable values in excess of the carrying value. CCA is currently marketing the Mineral Wells facility to potential customers.

During June 2013, the Kentucky Department of Corrections (“KDOC”) provided CCA notice that it was not going to award a contract under a contract bid that would have allowed for the KDOC’s continued use of CCA’s owned and operated 826-bed Marion Adjustment Center. CCA idled the Marion Adjustment Center following the transfer of the population during September 2013, but will continue to market the facility to other customers. As a result of the notification, CCA performed an impairment analysis of the Marion Adjustment Center property, which has a carrying value of $13.4 million as of December 31, 2013, and concluded that this asset has recoverable values in excess of the carrying value.

In addition to these two facilities idled during 2013, CCA previously idled additional facilities that are also currently available and being actively marketed to other customers. The following table summarizes each of the idled facilities and their respective carrying values, excluding equipment and other assets that could generally be transferred and used at other facilities CCA owns without significant cost (dollars in thousands):


					Net Carrying Values at December 31,
Facility	Design Capacity		Date Idled		2013		2012
Shelby Training Center		200		2008	$	751	$	1,155
Queensgate Correctional Facility		850		2009		11,808		12,073
Prairie Correctional Facility		1,600		2010		19,366		20,503
Huerfano County Correctional Center		752		2010		19,800		20,603
Diamondback Correctional Facility		2,160		2010		44,223		45,475
Otter Creek Correctional Center		656		2012		24,805		25,685
Houston Educational Facility		—		2012		6,473		6,657
Mineral Wells Pre-Parole Transfer Facility		2,103		2013		17,856		19,063
Marion Adjustment Center		826		2013		13,429		13,720

		9,147			$	158,511	$	164,934

During the year ended December 31, 2013, CCA incurred approximately $6.8 million in operating expenses during the period such facilities were idle, excluding expenses incurred in connection with the activation of the Diamondback facility beginning in the third quarter of 2013, as further described hereafter.

CCA considers the cancellation of a contract as an indicator of impairment and tested each of the aforementioned facilities for impairment when it was notified by the respective customers that they would no longer be utilizing such facility. CCA concluded in each case that no impairment had occurred. CCA updates the impairment analyses on an annual basis for each of the idled facilities and evaluates on a quarterly basis market developments for the potential utilization of each of these facilities in order to identify events that may cause CCA to reconsider its most recent assumptions. As a result of CCA’s analyses, CCA determined each of these assets to have recoverable values in excess of the corresponding carrying values.

During December 2013, CCA elected to terminate the lease from the City of Gainesville, Georgia, of the land and building at the North Georgia Detention Center and make replacement beds available at our Stewart Detention Center in Lumpkin, Georgia for the ICE detainees housed at the North Georgia facility. CCA reported an asset impairment of $3.8 million in the fourth quarter of 2013 primarily for renovations CCA made to the North Georgia facility, as well as $1.0 million of expenses associated with the lease termination. All of the detainees have been transferred out of the facility and control of the facility is expected to be returned to the City of Gainesville near the end of the first quarter of 2014.

In order to retain federal inmate populations CCA currently manages in the 1,154-bed San Diego Correctional Facility, CCA is constructing a new facility at a site in San Diego. The existing San Diego Correctional Facility is subject to a ground lease with the County of San Diego. Under the provisions of the lease, the facility is divided into different premises whereby, pursuant to an amendment to the ground lease executed in January 2010, ownership of the entire facility reverts to the County upon expiration of the lease on December 31, 2015. As of December 31, 2013, CCA has invested approximately $58.1 million in the new facility. CCA has developed plans to build a detention facility and a construction timeline that coincides with the expiration of the ground lease with the County of San Diego. CCA plans to offer this new facility to house the existing federal inmate populations at the San Diego Correctional Facility.

In September 2012, CCA announced that it was awarded a new management contract from the Arizona Department of Corrections to house up to 1,000 medium-security inmates at its 1,596-bed Red Rock Correctional Center in Arizona. The new management contract, which commenced in January 2014, contains an initial term of ten years, with two five-year renewal options upon mutual agreement and provides an occupancy guarantee of 90% of the contracted beds, which is expected to be implemented in two phases. CCA received approximately 500 inmates from Arizona through February 2014 and expects to receive an additional 500 inmates during the first quarter of 2015. Additionally, the contract provides the state of Arizona an option to purchase the Red Rock facility at any time during the term of the contract, including extension options, based on an amortization schedule starting with the fair market value and decreasing evenly to zero over the twenty-year term. In order to prepare the Red Rock facility to house Arizona inmates under this contract, CCA capitalized $18.5 million of facility improvements as of December 31, 2013, and expects to incur $2.0 million more in early 2014 in capital improvements for certain physical plant modifications. The total net book value at January 1, 2014 will be depreciated over the twenty-year term.

In October 2013, CCA entered into a lease for its 2,304-bed California City Correctional Center with the CDCR. The lease agreement includes a three-year base term that commenced December 1, 2013, with unlimited two-year renewal options upon mutual agreement. Annual rent during the three-year base term is fixed at $28.5 million. After the three-year base term, the rent will be increased annually by the lesser of CPI (Consumer Price Index) or 2%. CCA will be responsible for repairs and maintenance, property taxes and property insurance, while all other aspects and costs of facility operations will be the responsibility of the CDCR. CCA provided the CDCR $10.0 million of tenant improvements during 2013. The CDCR will reimburse any additional improvements in excess of $10.0 million in monthly installments over fifteen years beginning July 1, 2014.

In November 2013, CCA announced its decision to re-commence construction of the Trousdale Correctional Center in Trousdale County, Tennessee. CCA suspended construction of this facility in 2009 until it had greater clarity around the timing of a new contract. CCA currently expects the new 2,552-bed facility will house State of Tennessee inmates under an inter-governmental agreement with the county of Trousdale, Tennessee. In October 2013, Trousdale County received notice from the Tennessee Department of Corrections of its intent to partner with the County to develop a new correctional facility to house State of Tennessee inmates. CCA is in discussions with Trousdale County officials regarding an agreement to provide and manage the correctional facility. In 2008, CCA purchased land in Trousdale County and began preparing the site for the development of a correctional facility. Total cost of the project is estimated at approximately $140.0 million, including costs invested to date. Construction is expected to be completed in the third quarter of 2015.

During the third quarter of 2013, CCA began hiring staff at the Diamondback Correctional Facility in order to reactivate the facility for future operations. While CCA has begun to incur expenditures associated with the activation of these beds, it does not have a current customer contract and can provide no assurance that it will enter into a contract for the utilization of these beds.

INVESTMENT IN AFFILIATE

12 Months Ended

Dec. 31, 2013

INVESTMENT IN AFFILIATE

6.	INVESTMENT IN AFFILIATE

CCA has a 50% ownership interest in APM, an entity holding the management contract for a correctional facility, HM Prison Forest Bank, under a 25-year prison management contract with an agency of the United Kingdom government. CCA has determined that its joint venture investment in APM represents a variable interest entity (“VIE”) in accordance with ASC 810, “Consolidation” of which CCA is not the primary beneficiary. The Forest Bank facility, located in Salford, England, was previously constructed and owned by a wholly-owned subsidiary of CCA, which was sold in April 2001. All gains and losses under the joint venture are accounted for using the equity method of accounting. During 2000, CCA extended a working capital loan to APM, which has an outstanding balance of $4.8 million as of December 31, 2013. The outstanding working capital loan represents CCA’s maximum exposure to loss in connection with APM.

For the years ended December 31, 2013, 2012, and 2011 equity in earnings (losses) of the joint venture was $78,000, $323,000, and ($134,000), respectively, which is included in other (income) expense in the consolidated statements of operations. Because CCA’s investment in APM has no carrying value, equity in the net deficit of APM is applied as a reduction to the net carrying value of the note receivable balance, amounting to $0.6 million as of December 31, 2013 and 2012, which is included in other assets in the accompanying consolidated balance sheets.

INVESTMENT IN DIRECT FINANCING LEASE

The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group.

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INVESTMENT IN DIRECT FINANCING LEASE

12 Months Ended

Dec. 31, 2013

7.	INVESTMENT IN DIRECT FINANCING LEASE

At December 31, 2013, CCA’s investment in a direct financing lease represents net receivables under a building and equipment lease between CCA and the District of Columbia for the D.C. Correctional Treatment Facility.

A schedule of minimum rentals to be received under the direct financing lease in future years is as follows (in thousands):


2014	$	2,793
2015		2,793
2016		2,793
2017		694
2018		—

Total minimum obligation		9,073
Less unearned interest income		(1,607	)
Less current portion of direct financing lease		(1,993	)

Investment in direct financing lease	$	5,473

During the years ended December 31, 2013, 2012, and 2011, CCA recorded interest income of $1.0 million, $1.2 million, and $1.4 million, respectively, under this direct financing lease.

OTHER ASSETS

12 Months Ended

Dec. 31, 2013

OTHER ASSETS

8.	OTHER ASSETS

Other assets consist of the following (in thousands):


	December 31,
	2013		2012
Debt issuance costs, less accumulated amortization of $2,311 and $4,987, respectively	$	17,336	$	11,568
Intangible lease value		25,567		—
Deferred leasing costs		9,305		—
Notes receivable, net		6,987		4,175
Cash equivalents and cash surrender value of life insurance held in Rabbi trust		15,811		12,559
Deposits		2,037		1,982
Straight-line rent receivable		133		—
Other		652		417

	$	77,828	$	30,701

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

12 Months Ended

Dec. 31, 2013

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

9.	ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following (in thousands):


	December 31,
	2013		2012
Trade accounts payable	$	58,200	$	45,805
Accrued salaries and wages		58,810		42,345
Accrued dividends		56,306		452
Accrued workers’ compensation and auto liability		8,409		8,455
Accrued litigation		6,170		8,643
Accrued employee medical insurance		9,658		10,480
Accrued property taxes		24,721		24,399
Accrued interest		6,331		3,509
Other		23,672		20,441

	$	252,277	$	164,529

The total liability for workers’ compensation and auto liability was $24.1 million and $23.5 million as of December 31, 2013 and 2012, respectively, with the long-term portion included in other long-term liabilities in the accompanying consolidated balance sheets. These liabilities were discounted to the net present value of the outstanding liabilities using a 3.0% rate in 2013 and 2012. These liabilities amounted to $27.1 million and $26.3 million on an undiscounted basis as of December 31, 2013 and 2012, respectively.

DEBT

12 Months Ended

Dec. 31, 2013

DEBT

10.

DEBT

Debt outstanding consists of the following (in thousands):


	December 31,
	2013		2012
Revolving Credit Facility, principal due at maturity in December 2017; interest payable periodically at variable interest rates. The weighted average rate at both December 31, 2013 and 2012 was 1.7%.	$	530,000	$	655,000
4.625% Senior Notes, principal due at maturity in May 2023; interest payable semi-annually in May and November at 4.625%.		350,000		—
4.125% Senior Notes, principal due at maturity in April 2020; interest payable semi-annually in April and October at 4.125%.		325,000		—
7.75% Senior Notes, principal due at maturity in June 2017; interest payable semi-annually in June and December at 7.75%. These notes were redeemed during 2013 as further described hereafter.		—		456,545

	$	1,205,000	$	1,111,545

Revolving Credit Facility. During January 2012, CCA entered into an amended and restated $785.0 million senior secured revolving credit facility (the “$785.0 Million Revolving Credit Facility”). In addition to replacing the previous $450.0 million revolving credit facility, during the first quarter of 2012 the $785.0 Million Revolving Credit Facility was used for the purchase of $335.0 million of CCA’s existing 6.25% Senior Notes and the payment of fees, commissions and expenses in connection with the foregoing as well as for other general corporate purposes. CCA capitalized approximately $6.0 million of new costs associated with the $785.0 Million Revolving Credit Facility.

During March 2013, CCA further amended the $785.0 Million Revolving Credit Facility to, among other things, increase the commitment size from $785.0 million to $900.0 million, extend the maturity by one year to December 2017, and provide covenant flexibility to operate as a REIT (the “$900.0 Million Revolving Credit Facility”). CCA capitalized $2.7 million of new costs associated with the amendment.

The $900.0 Million Revolving Credit Facility has an aggregate principal capacity of $900.0 million and has an “accordion” feature that provides for uncommitted incremental extensions of credit in the form of increases in the revolving commitments or incremental term loans in an aggregate principal amount up to an additional $100.0 million as requested by CCA, subject to bank approval. At CCA’s option, interest on outstanding borrowings under the $900.0 Million Revolving Credit Facility is based on either a base rate plus a margin ranging from 0.25% to 1.0% or a London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 1.25% to 2.0% based on CCA’s leverage ratio. The $900.0 Million Revolving Credit Facility includes a $30.0 million sublimit for swing line loans that enables CCA to borrow at the base rate from the Administrative Agent without advance notice.

Based on CCA’s current leverage ratio, loans under the $900.0 Million Revolving Credit Facility currently bear interest at the base rate plus a margin of 0.50% or at LIBOR plus a margin of 1.50%, and a commitment fee equal to 0.30% of the unfunded balance. The $900.0 Million Revolving Credit Facility also has a $50.0 million sublimit for the issuance of standby letters of credit. As of December 31, 2013, CCA had $530.0 million in borrowings under the $900.0 Million Revolving Credit Facility as well as $25.0 million in letters of credit outstanding resulting in $345.0 million available under the $900.0 Million Revolving Credit Facility.

The $900.0 Million Revolving Credit Facility is secured by a pledge of all of the capital stock of CCA’s domestic subsidiaries, 65% of the capital stock of CCA’s foreign subsidiaries, all of CCA’s accounts receivable, and all of CCA’s deposit accounts. The $900.0 Million Revolving Credit Facility requires CCA to meet certain financial covenants, including, without limitation, a maximum total leverage ratio, a maximum secured leverage ratio, and a minimum fixed charge coverage ratio. As of December 31, 2013, CCA was in compliance with all such covenants. In addition, the $900.0 Million Revolving Credit Facility contains certain covenants that, among other things, limit the incurrence of additional indebtedness, acquisitions and other investments, payment of dividends and other customary restricted payments, transactions with affiliates, asset sales, mergers and consolidations, liquidations, prepayments and modifications of other indebtedness, liens and other encumbrances and other matters customarily restricted in such agreements. In addition, the $900.0 Million Revolving Credit Facility is subject to certain cross-default provisions with terms of CCA’s other indebtedness, and is subject to acceleration upon the occurrence of a change control.

Senior Notes. Concurrent with the closing of the $900.0 Million Revolving Credit Facility on March 21, 2013, CCA announced its intention to offer up to an aggregate of $675.0 million in aggregate principal amount of new senior notes comprised of senior notes due 2020 and senior notes due 2023. Also on March 21, 2013, CCA commenced a cash tender offer for any and all of its $465.0 million aggregate principal amount of 7.75% unsecured senior notes issued in June 2009 (the “7.75% Senior Notes”). Holders who validly tendered their 7.75% Senior Notes before the early tender deadline on April 3, 2013 were entitled to receive total consideration equal to $1,050 per $1,000 principal amount of the 7.75% Senior Notes, plus any accrued and unpaid interest up to, but not including, the payment date. The total consideration included $30 per $1,000 principal amount of the 7.75% Senior Notes for those Holders who validly tendered on or prior to the early tender deadline, and $20 per $1,000 principal amount of the 7.75% Senior Notes for Holders who validly tendered following the early tender deadline but on or prior to the expiration of the tender offer on April 17, 2013. On April 4, 2013, CCA announced that it accepted for purchase $315.4 million aggregate principal amount of the 7.75% Senior Notes pursuant to the tender offer for Holders who validly tendered their 7.75% Senior Notes by the early tender deadline. No Holders tendered their 7.75% Senior Notes after the early tender deadline on April 3, 2013. Following the expiration of the tender deadline, CCA redeemed on June 1, 2013 the remaining $149.6 million outstanding 7.75% Senior Notes at a price of 103.875% of par plus accrued interest pursuant to the indenture governing the 7.75% Senior Notes.

CCA expensed $0.2 million during the first quarter of 2013 for third-party fees and expenses associated with the tender offer, and expensed an additional $36.3 million of charges during the second quarter of 2013 associated with the tender offer and redemption of the 7.75% Senior Notes consisting of the write-off of loan costs and the unamortized discount on the 7.75% Senior Notes, the tender fees and expenses associated with the purchase, and the redemption premium paid on the 7.75% Senior Notes.

On April 4, 2013, CCA completed the offering of $325.0 million aggregate principal amount of 4.125% senior notes due April 1, 2020 (the “4.125% Senior Notes”) and $350.0 million aggregate principal amount of 4.625% senior notes due May 1, 2023 (the “4.625% Senior Notes”), collectively referred to herein as the “New Notes”. CCA used a portion of the net proceeds from the offering of the New Notes to fund the tender offer in April 2013 and the redemption of the remaining 7.75% Senior Notes outstanding on June 1, 2013. CCA also used the net proceeds from the sale of the New Notes to fund the $135.0 million payment in cash of up to 20% of its required distribution of C-corporation accumulated earnings and profits in connection with its REIT conversion, as further described in Note 13, to pay other REIT conversion costs, and for general corporate purposes. CCA capitalized $12.1 million of new costs associated with the issuance of the New Notes.

The New Notes were offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. In June 2013, CCA completed an offer to exchange the New Notes for new issuances of substantially identical notes that are registered under the Securities Act of 1933.

The New Notes are senior unsecured obligations of the Company and are guaranteed by all of the Company’s subsidiaries that guarantee the $900.0 Million Revolving Credit Facility. Interest on the 4.125% Senior Notes is payable in April and October of each year, beginning October 1, 2013. Interest on the 4.625% Senior Notes is payable in May and November of each year, beginning November 1, 2013. CCA may redeem all or part of the New Notes at any time prior to three months before their respective maturity date at a “make-whole” redemption price, plus accrued and unpaid interest thereon to, but not including, the redemption date. Thereafter, the New Notes are redeemable at CCA’s option, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

Guarantees and Covenants. The Company transferred the real property and related assets of CCA (as the parent corporation) to certain of its subsidiaries effective December 27, 2002. Accordingly, CCA (as the parent corporation to its subsidiaries) had no independent assets or operations (as defined under Rule 3-10(f) of Regulation S-X). As part of the Company’s internal legal reorganization to prepare to elect REIT status on January 1, 2013, as further described herein, the Company transferred certain real estate assets and contracts from certain of its subsidiaries effective December 31, 2012 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 and 2013. Accordingly, CCA has provided the condensed consolidating financial information in Note 18 to these consolidated financial statements in accordance with the requirements of Rule 3-10(f) of Regulation S-X effective as of January 1, 2012, but have not provided any comparative information for periods prior to 2012. All of the parent corporation’s domestic subsidiaries have provided full and unconditional guarantees of the New Notes. Each of CCA’s subsidiaries guaranteeing the New Notes are 100% owned subsidiaries of CCA; the subsidiary guarantees are full and unconditional and are joint and several obligations of the guarantors; and all non-guarantor subsidiaries are minor (as defined in Rule 3-10(h)(6) of Regulation S-X).

As of December 31, 2013, neither CCA nor any of its subsidiary guarantors had any material or significant restrictions on CCA’s ability to obtain funds from its subsidiaries by dividend or loan or to transfer assets from such subsidiaries.

The indentures governing the New Notes contain certain customary covenants that, subject to certain exceptions and qualifications, restrict CCA’s ability to, among other things, make restricted payments; incur additional debt or issue certain types of preferred stock; create or permit to exist certain liens; consolidate, merge or transfer all or substantially all of CCA’s assets; and enter into transactions with affiliates. In addition, if CCA sells certain assets (and generally does not use the proceeds of such sales for certain specified purposes) or experiences specific kinds of changes in control, CCA must offer to repurchase all or a portion of the New Notes. The offer price for the New Notes in connection with an asset sale would be equal to 100% of the aggregate principal amount of the notes repurchased plus accrued and unpaid interest and liquidated damages, if any, on the notes repurchased to the date of purchase. The offer price for the New Notes in connection with a change in control would be 101% of the aggregate principal amount of the notes repurchased plus accrued and unpaid interest and liquidated damages, if any, on the notes repurchased to the date of purchase. The New Notes are also subject to certain cross-default provisions with the terms of CCA’s $900.0 Million Revolving Credit Facility, as more fully described hereafter.

Other Debt Transactions

Letters of Credit. At December 31, 2013 and 2012, CCA had $25.0 million and $26.0 million, respectively, in outstanding letters of credit. The letters of credit were issued to secure CCA’s workers’ compensation and general liability insurance policies, performance bonds, and utility deposits. The letters of credit outstanding at December 31, 2013 were provided by a sub-facility under the $900.0 Million Revolving Credit Facility.

Debt Maturities

Scheduled principal payments as of December 31, 2013 for the next five years and thereafter were as follows (in thousands):


2014	$	—
2015		—
2016		—
2017		530,000
2018		—
Thereafter		675,000

Total debt	$	1,205,000

Cross-Default Provisions

The provisions of CCA’s debt agreements relating to the $900.0 Million Revolving Credit Facility and the New Notes contain certain cross-default provisions. Any events of default under the $900.0 Million Revolving Credit Facility that results in the lenders’ actual acceleration of amounts outstanding thereunder also result in an event of default under the New Notes. Additionally, any events of default under the New Notes that give rise to the ability of the holders of such indebtedness to exercise their acceleration rights also result in an event of default under the $900.0 Million Revolving Credit Facility.

If CCA were to be in default under the $900.0 Million Revolving Credit Facility, and if the lenders under the $900.0 Million Revolving Credit Facility elected to exercise their rights to accelerate CCA’s obligations under the $900.0 Million Revolving Credit Facility, such events could result in the acceleration of all or a portion of CCA’s New Notes, which would have a material adverse effect on CCA’s liquidity and financial position. CCA does not have sufficient working capital to satisfy its debt obligations in the event of an acceleration of all or a substantial portion of CCA’s outstanding indebtedness.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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INCOME TAXES

12 Months Ended

Dec. 31, 2013

INCOME TAXES

11.

INCOME TAXES

As discussed in Note 1, the Company began operating in compliance with REIT requirements for federal income tax purposes effective January 1, 2013. As a REIT, the Company must distribute at least 90 percent of its taxable income (including dividends paid to it by its TRSs) and will not pay federal income taxes on the amount distributed to its shareholders. Therefore, the Company should not be subject to federal income taxes if it distributes 100 percent of its taxable income. In addition, the Company must meet a number of other organizational and operational requirements. It is management’s intention to adhere to these requirements and maintain the Company’s REIT status. Most states where CCA holds investments in real estate conform to the federal rules recognizing REITs. Certain subsidiaries have made an election with the Company to be treated as TRSs in conjunction with the Company’s REIT election; the TRS elections permit CCA to engage in certain business activities in which the REIT may not engage directly. A TRS is subject to federal and state income taxes on the income from these activities and therefore, CCA includes a provision for taxes in its consolidated financial statements.

Income tax (benefit) expense is comprised of the following components (in thousands):


	For the Years Ended December 31,
	2013			2012			2011
Current income tax (benefit) expense
Federal	$	13,674		$	75,867		$	70,379
State		2,368			5,885			6,466

		16,042			81,752			76,845

Deferred income tax (benefit) expense
Federal		(144,771	)		8,576			17,167
State		(6,266	)		(2,815	)		2,154

		(151,037	)		5,761			19,321

Income tax (benefit) expense	$	(134,995	)	$	87,513		$	96,166

The current income tax expense for 2012 and 2011 is net of $0.1 million and $0.9 million, respectively, of tax benefits of operating loss carryforwards.

Significant components of CCA’s deferred tax assets and liabilities as of December 31, 2013 and 2012, are as follows (in thousands):


	December 31,
	2013			2012
Current deferred tax assets:
Asset reserves and liabilities not yet deductible for tax	$	11,284		$	12,198

Net current deferred tax assets		11,284			12,198

Current deferred tax liabilities:
Other		(2,043	)		(4,176	)

Net total current deferred tax assets	$	9,241		$	8,022

Noncurrent deferred tax assets:
Asset reserves and liabilities not yet deductible for tax	$	17,372		$	24,392
Tax over book basis of certain assets		897			13,994
Net operating loss and tax credit carryforwards		4,575			8,843
Intangible contract value		3,024			—
Other		705			261

Total noncurrent deferred tax assets		26,573			47,490
Less valuation allowance		(4,497	)		(2,655	)

Net noncurrent deferred tax assets		22,076			44,835

Noncurrent deferred tax liabilities:
Book over tax basis of certain assets		(9,067	)		(184,334	)
Intangible lease value		(9,894	)		—
Other		(37	)		(27	)

Total noncurrent deferred tax liabilities		(18,998	)		(184,361	)

Net total noncurrent deferred tax assets (liabilities)	$	3,078		$	(139,526	)

The tax benefits associated with equity-based compensation reduced income taxes payable by $0.4 million, $2.6 million, and $1.8 million during 2013, 2012, and 2011, respectively. Such benefits were recorded as increases to stockholders’ equity.

A reconciliation of the income tax provision at the statutory income tax rate and the effective tax rate as a percentage of income from continuing operations before income taxes for the years ended December 31, 2013, 2012, and 2011 is as follows:


	2013			2011			2010
Statutory federal rate		35.0	%		35.0	%		35.0	%
Dividends paid deduction		(30.7	)		—			—
State taxes, net of federal tax benefit		1.1			1.0			2.6
Permanent differences		3.0			0.7			0.5
Impact of REIT election		(87.0	)		—			—
Other items, net		(1.0	)		(0.9	)		(0.9	)

		(79.6	)%		35.8	%		37.2	%

CCA’s effective tax rate was (79.6)%, 35.8%, and 37.2% during 2013, 2012, and 2011, respectively. CCA’s effective tax rate is significantly different in 2013 as a result of its election to be taxed as a REIT effective January 1, 2013. As a result of CCA’s election to be taxed as a REIT effective January 1, 2013, CCA recorded during the first quarter of 2013 a net tax benefit of $137.7 million for the revaluation of certain deferred tax assets and liabilities and other income taxes associated with the REIT conversion based on the revised tax structure. As a REIT, CCA will be entitled to a deduction for dividends paid, resulting in a substantial reduction in the amount of federal income tax expense it recognizes. Substantially all of CCA’s income tax expense will be incurred based on the earnings generated by its TRSs. CCA’s overall effective tax rate is estimated based on its current projection of taxable income primarily generated in its TRSs. The effective tax rate could fluctuate in the future based on changes in these estimates, the implementation of additional tax planning strategies, changes in federal or state tax rates or laws affecting tax credits available to the Company, changes in other tax laws, changes in estimates related to uncertain tax positions, or changes in state apportionment factors, as well as changes in the valuation allowance applied to the Company’s deferred tax assets that are based primarily on the amount of state net operating losses and tax credits that could expire unused.

CCA had no liabilities for uncertain tax positions as of December 31, 2013 and 2012. CCA recognizes interest and penalties related to unrecognized tax positions in income tax expense. CCA does not currently anticipate that the total amount of unrecognized tax positions will significantly increase or decrease in the next twelve months.

CCA’s U.S. federal income tax returns for tax years 2010 through 2012 remain subject to examination by the Internal Revenue Service (“IRS”). All states in which CCA files income tax returns follow the same statute of limitations as federal, with the exception of the following states whose open tax years include 2009 through 2012: Arizona, California, Colorado, Kentucky, Michigan, Minnesota, New Jersey, Texas, and Wisconsin.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References+ Details

DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2013

DISCONTINUED OPERATIONS

12.

DISCONTINUED OPERATIONS

Under the provisions of ASC 205-20, “Discontinued Operations”, the identification and classification of a facility as held for sale, or the termination of any of CCA’s management contracts by expiration or otherwise, may result in the classification of the operating results of such facility, net of taxes, as a discontinued operation, so long as the financial results can be clearly identified, and so long as CCA does not have any significant continuing involvement in the operations of the component after the disposal or termination transaction.

The results of operations, net of taxes, and the assets and liabilities of three correctional facilities each as further described hereafter, have been reflected in the accompanying consolidated financial statements as discontinued operations in accordance with ASC 205-20 for the years ended December 31, 2013, 2012, and 2011.

In November 2011, CCA announced its joint decision with the state of Mississippi to cease operations at the state-owned 1,172-bed Delta Correctional Facility in Greenwood, Mississippi. In December 2011, CCA began the process of transferring the population of approximately 900 inmates from the facility, which was completed in January 2012.

During the second quarter of 2013, CCA announced that the TDCJ elected not to renew its contract for the 2,216-bed managed-only Dawson State Jail in Dallas, Texas due to a legislative budget reduction. As a result, upon expiration of the contract in August 2013, CCA ceased operations of the Dawson State Jail. During the second quarter of 2013, CCA also received notification that it was not selected for the continued management of the 1,000-bed managed-only Wilkinson County Correctional Facility in Woodville, Mississippi at the end of the contract on June 30, 2013.

Accordingly, the results of operations, net of taxes, and the assets and liabilities of these three facilities have been reported as discontinued operations for all periods presented. The following table summarizes the results of operations for the facilities classified as discontinued operations for the years ended December 31, 2013, 2012 and 2011 (in thousands):


	For the Years Ended December 31,
	2013			2012			2011
REVENUE:
Managed-only	$	19,984		$	36,421		$	46,808

		19,984			36,421			46,808

EXPENSES:
Managed-only		22,529			35,994			45,131
Depreciation and amortization		799			870			1,363
Asset impairments		2,637			—			—

		25,965			36,864			46,494

OPERATING (LOSS) INCOME		(5,981	)		(443	)		314
Other (expense) income		(17	)		96			1

(LOSS) INCOME BEFORE INCOME TAXES		(5,998	)		(347	)		315
Income tax benefit (expense)		2,241			142			(135	)

(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAXES	$	(3,757	)	$	(205	)	$	180

The assets and liabilities of the discontinued operations presented in the accompanying consolidated balance sheets are as follows (in thousands):


	December 31,
	2013		2012
ASSETS
Cash and cash equivalents	$	10	$	93
Accounts receivable		—		5,680
Prepaid expenses and other current assets		5		676

Total current assets		15		6,449
Property and equipment, net		—		2,309
Goodwill		—		831
Other assets		—		30

Total assets	$	15	$	9,619

LIABILITIES
Accounts payable and accrued expenses	$	886	$	1,827

Total current liabilities	$	886	$	1,827

The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).

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+ Details

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2013

STOCKHOLDERS' EQUITY

13.

STOCKHOLDERS’ EQUITY

Dividends on Common Stock

The tax characterization of dividends per share on common shares as reported to shareholders was as follows for the years ended December 31, 2013 and 2012:


Declaration Date	Record Date	Payable Date	Ordinary Income			Return of Capital			Total Per Share
May 11, 2012	June 8, 2012	June 22, 2012		0.20	⁽¹⁾		—		$	0.20
August 20, 2012	September 14, 2012	September 28, 2012		0.20	⁽¹⁾		—		$	0.20
November 6, 2012	November 30, 2012	December 14, 2012		0.20	⁽¹⁾		—		$	0.20
February 22, 2013	April 3, 2013	April 15, 2013		0.346119			0.183881		$	0.53
May 16, 2013	July 3, 2013	July 15, 2013		0.313466			0.166534		$	0.48
August 16, 2013	October 2, 2013	October 15, 2013		0.313466			0.166534		$	0.48
December 12, 2013	January 2, 2014	January 15, 2014		—	⁽²⁾		—	⁽²⁾	$	0.48

⁽¹⁾	The amount constitutes a “Qualified Dividend”, as defined by the Internal Revenue Service.

⁽²⁾	Taxable in 2014.

In addition, on April 8, 2013, CCA’s Board of Directors declared a special dividend to shareholders of $675.0 million, or approximately $6.66 per share of common stock, in connection with CCA’s previously announced plan to qualify and convert to a REIT for federal income tax purposes effective as of January 1, 2013. The special dividend was paid in satisfaction of requirements that CCA distribute its accumulated earnings and profits attributable to tax periods ending prior to January 1, 2013. CCA paid the special dividend on May 20, 2013 to shareholders of record as of April 19, 2013. The special dividend constituted a qualified dividend of which $6.647357 was taxable as ordinary income to shareholders in 2013, and $0.012643 constituted a return of capital.

Each CCA shareholder could elect to receive payment of the special dividend either in all cash, all shares of CCA common stock or a combination of cash and CCA common stock, with the total amount of cash payable to shareholders limited to a maximum of 20% of the total value of the special dividend, or $135.0 million. The total amount of cash elected by shareholders exceeded 20% of the total value of the special dividend. As a result, the cash payment was prorated among those shareholders who elected to receive cash, and the remaining portion of the special dividend was paid in shares of CCA common stock. The total number of shares of CCA common stock distributed pursuant to the special dividend was 13.9 million and was determined based on shareholder elections and the average closing price per share of CCA common stock on the New York Stock Exchange for the three trading days after May 9, 2013, or $38.90 per share.

Future dividends will depend on CCA’s distribution requirements as a REIT, future earnings, capital requirements, financial condition, opportunities for alternative uses of capital, and on such other factors as the Board of Directors of CCA may consider relevant.

Common Stock

Restricted shares. During 2013, CCA issued approximately 423,000 shares of restricted common stock and common stock units to certain of CCA’s employees and non-employee directors, with an aggregate value of $15.6 million, including 378,000 restricted shares or units to employees and non-employee directors whose compensation is charged to general and administrative expense and 45,000 restricted shares to employees whose compensation is charged to operating expense. During 2012, CCA issued approximately 349,000 shares of restricted common stock and common stock units to certain of its employees and non-employee directors, with an aggregate value of $9.2 million, including 290,000 restricted shares or units to employees and non-employee directors whose compensation is charged to general and administrative expense and 59,000 restricted shares to employees whose compensation is charged to operating expense.

As a result of the aforementioned special dividend paid on May 20, 2013, CCA issued 139,000 shares of restricted common stock and common stock units to employee and non-employee directors who held unvested shares as of the record date. The shares of restricted common stock and common stock units were issued at the $38.90 price per share as previously described herein. The total special dividend to restricted stock and unit holders totaled $6.1 million, including $2.8 million to restricted stockholders and $3.3 million to restricted stock unit holders. Similar to other accumulated dividends on restricted stock and units, the special dividend remains subject to the same vesting conditions of the underlying shares or units.

With respect to the shares and units issued in 2013, unless earlier vested under the terms of the restricted stock unit agreement, the restricted stock units issued to officers and executive officers vest evenly over a three-year period, while the shares issued to other employees “cliff” vest on the third anniversary of the award. Shares of restricted common stock units issued to non-employee directors vest on the first anniversary of the award. With respect to shares issued prior to 2013, CCA established performance-based vesting conditions on the shares of restricted common stock and common stock units awarded to its officers and executive officers. Unless earlier vested under the terms of the agreements, shares or units issued to officers and executive officers are subject to vesting over a three-year period based upon the satisfaction of certain performance criteria. No more than one-third of such shares or units may vest in the first performance period; however, the performance criteria are cumulative for the three-year period. Unless earlier vested under the terms of the agreements, the shares of restricted stock issued to the other employees vest after three years of continuous service, and restricted stock units issued to non-employee directors vest approximately one year from the issue date.

Nonvested restricted common stock transactions as of December 31, 2013 and for the year then ended are summarized below (in thousands, except per share amounts).


	Shares of restricted common stock and units	Weighted average grant date fair value
Nonvested at December 31, 2012	780	$	24.59
Granted	423	$	36.87
Special dividend	139	$	38.90
Cancelled	(99)	$	30.92
Vested	(431)	$	24.31

Nonvested at December 31, 2013	812	$	32.81

During 2013, 2012, and 2011, CCA expensed $9.8 million ($1.2 million of which was recorded in operating expenses and $8.6 million of which was recorded in general and administrative expenses), $7.6 million ($1.2 million of which was recorded in operating expenses and $6.4 million of which was recorded in general and administrative expenses), and $6.1 million ($1.1 million of which was recorded in operating expenses and $5.0 million of which was recorded in general and administrative expenses), net of forfeitures, relating to the restricted common stock and common stock units, respectively. As of December 31, 2013, CCA had $13.1 million of total unrecognized compensation cost related to restricted common stock and common stock units that is expected to be recognized over a remaining weighted-average period of 1.9 years. The total fair value of restricted common stock and common stock units that vested during 2013, 2012, and 2011 was $10.5 million, $5.4 million, and $6.1 million, respectively.

Preferred Stock

CCA has the authority to issue 50.0 million shares of $0.01 par value per share preferred stock (the “Preferred Stock”). The Preferred Stock may be issued from time to time upon authorization by the Board of Directors, in such series and with such preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or other provisions as may be fixed by CCA’s Board of Directors.

Stock Option Plans

CCA has equity incentive plans under which, among other things, incentive and non-qualified stock options are granted to certain employees and non-employee directors of CCA by the compensation committee of CCA’s Board of Directors. The options are granted with exercise prices equal to the fair market value on the date of grant. Vesting periods for options granted to employees generally range from three to four years. Options granted to non-employee directors vest on a date approximately following the first anniversary of the grant date. The term of such options is ten years from the date of grant.

In February 2013, CCA elected not to issue stock options to its non-employee directors, officers, and executive officers as it had in the past and instead elected to issue all of its equity compensation in the form of restricted common stock and common stock units as previously described herein. During 2013, 2012, and 2011, CCA expensed $3.1 million, $4.7 million, and $4.2 million, respectively, net of estimated forfeitures relating to its outstanding stock options, all of which was charged to general and administrative expenses.

In connection with mandatory anti-dilution provisions of CCA’s equity incentive plans, as it pertains to the special dividend, an adjustment was made to all options outstanding to (i) increase the number of shares subject to an option by multiplying the number of shares by 1.175 (the “Adjustment Factor”) and (ii) reduce the exercise price per share of common stock subject to the options by dividing the initial exercise price by the Adjustment Factor. The Adjustment Factor was determined by the percentage increase in CCA’s common stock resulting from the stock portion of the special dividend after taking into consideration the portion of the special dividend paid in cash. The adjustment affected all employees and non-employee directors who had outstanding option grants on May 20, 2013 (49 people) and resulted in approximately 0.5 million of incremental options awarded. As the adjustment was designed to equalize the fair value of the option award for the special dividend, and because CCA’s equity incentive plans included mandatory anti-dilution provisions, there was no incremental compensation cost resulting from the adjustments to the options outstanding.

Stock option transactions relating to CCA’s non-qualified stock option plans are summarized below (in thousands, except exercise prices):

No. of
options

Weighted-
Average
Exercise Price
of options

Weighted-
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
Value

Outstanding at December 31, 2012

4,047

20.61

Granted

—

Special dividend adjustment

519

—

Exercised

(1,830

)

16.48

Cancelled

(134

)

22.33

Outstanding at December 31, 2013

2,602

19.31

5.8

33,197

Exercisable at December 31, 2013

1,923

18.47

5.1

26,141

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between CCA’s stock price as of December 31, 2013 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2013. This amount changes based on the fair market value of CCA’s stock. The total intrinsic value of options exercised during the years ended December 31, 2013, 2012, and 2011 was $36.9 million, $5.5 million, and $4.5 million, respectively.

The weighted average fair value of options granted during 2012 and 2011 was $7.50, and $9.66 per option, respectively, based on the estimated fair value using the Black-Scholes option-pricing model. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:


	2013		2012			2011
Expected dividend yield		—		3.0	%		0.0	%
Expected stock price volatility		—		42.2	%		42.1	%
Risk-free interest rate		—		1.0	%		2.1	%
Expected life of options		—		5 years			5 years

CCA estimates expected stock price volatility based on actual historical changes in the market value of CCA’s stock. The risk-free interest rate is based on the U.S. Treasury yield with a term that is consistent with the expected life of the stock options. The expected life of stock options is based on CCA’s historical experience and is calculated separately for groups of employees that have similar historical exercise behavior.

Nonvested stock option transactions relating to CCA’s non-qualified stock option plans as of December 31, 2013 and changes during the year ended December 31, 2013 are summarized below (in thousands, except grant date fair values):


	Number of options	Weighted average grant date fair value
Nonvested at December 31, 2012	1,321	$	7.91
Granted	—	$	—
Special dividend adjustment	133	$	—
Cancelled	(133)	$	7.23
Vested	(642)	$	7.51

Nonvested at December 31, 2013	679	$	6.88

As of December 31, 2013, CCA had $2.6 million of total unrecognized compensation cost related to stock options that is expected to be recognized over a remaining weighted-average period of 1.5 years.

At CCA’s 2011 annual meeting of stockholders held in May 2011, CCA’s stockholders approved an amendment to the 2008 Stock Incentive Plan that increased the authorized limit on issuance of new awards to an aggregate of up to 18.0 million shares. In addition, during the 2003 annual meeting the stockholders approved the adoption of CCA’s Non-Employee Directors’ Compensation Plan, authorizing CCA to issue up to 225,000 shares of common stock pursuant to the plan. As of December 31, 2013, CCA had 12.3 million shares available for issuance under the Amended and Restated 2008 Stock Incentive Plan and 0.2 million shares available for issuance under the Non-Employee Directors’ Compensation Plan.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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-Name Accounting Standards Codification

-Topic 505

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-Section 50

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

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-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Paragraph d

-Article 4

Reference 19: http://www.xbrl.org/2003/role/presentationRef

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-Name Accounting Standards Codification

-Topic 505

-SubTopic 30

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

+ Details

EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2013

EARNINGS PER SHARE

14.

EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For CCA, diluted earnings per share is computed by dividing net income as adjusted, by the weighted average number of common shares after considering the additional dilution related to restricted stock grants and stock options.

A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows (in thousands, except per share data):


	For the Years Ended December 31,
	2013			2012			2011
NUMERATOR
Basic:
Income from continuing operations	$	304,592		$	156,966		$	162,330
(Loss) income from discontinued operations, net of taxes		(3,757	)		(205	)		180

Net income	$	300,835		$	156,761		$	162,510

Diluted:
Income from continuing operations	$	304,592		$	156,966		$	162,330
(Loss) income from discontinued operations, net of taxes		(3,757	)		(205	)		180

Diluted net income	$	300,835		$	156,761		$	162,510

DENOMINATOR
Basic:
Weighted average common shares outstanding		109,617			99,545			104,736

Diluted:
Weighted average common shares outstanding		109,617			99,545			104,736
Effect of dilutive securities:
Stock options		1,279			864			603
Restricted stock-based compensation		354			214			196

Weighted average shares and assumed conversions		111,250			100,623			105,535

BASIC EARNINGS PER SHARE:
Income from continuing operations	$	2.77		$	1.58		$	1.55
(Loss) income from discontinued operations, net of taxes		(0.03	)		—			—

Net income	$	2.74		$	1.58		$	1.55

DILUTED EARNINGS PER SHARE:
Income from continuing operations	$	2.73		$	1.56		$	1.54
(Loss) income from discontinued operations, net of taxes		(0.03	)		—			—

Net income	$	2.70		$	1.56		$	1.54

As discussed in Note 13, on May 20, 2013, CCA paid a special dividend in connection with its conversion to a REIT. The shareholders were allowed to elect to receive their payment of the special dividend either in all cash, all shares of CCA common stock, or a combination of cash and CCA common stock, except that CCA placed a limit on the aggregate amount of cash payable to the shareholders. Under ASC 505, “Equity” and ASU 2010-01, “Accounting for Distributions to Shareholders with Components of Stock and Cash, a consensus of the FASB Emerging Issues Task Force”, a distribution that allows shareholders to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share prospectively. As such, the stock portion of the special dividend, totaling 13.9 million shares, is presented prospectively in basic and diluted earnings per share as presented above and was not presented retroactively for all periods presented.

Approximately 15,000, 0.7 million, and 1.6 million stock options were excluded from the computations of diluted earnings per share for the years ended December 31, 2013, 2012, and 2011, respectively, because they were anti-dilutive.

COMMITMENTS AND CONTINGENCIES

The entire disclosure for earnings per share.

+ References+ Details

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2013

15.

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

General. The nature of CCA’s business results in claims and litigation alleging that it is liable for damages arising from the conduct of its employees, inmates, or others. The nature of such claims includes, but is not limited to, claims arising from employee or inmate misconduct, medical malpractice, employment matters, property loss, contractual claims, and personal injury or other damages resulting from contact with CCA’s facilities, personnel or prisoners, including damages arising from a prisoner’s escape or from a disturbance at a facility. CCA maintains insurance to cover many of these claims, which may mitigate the risk that any single claim would have a material effect on CCA’s consolidated financial position, results of operations, or cash flows, provided the claim is one for which coverage is available. The combination of self-insured retentions and deductible amounts means that, in the aggregate, CCA is subject to substantial self-insurance risk.

CCA records litigation reserves related to certain matters for which it is probable that a loss has been incurred and the range of such loss can be estimated. Based upon management’s review of the potential claims and outstanding litigation and based upon management’s experience and history of estimating losses, and taking into consideration CCA’s self-insured retention amounts, management believes a loss in excess of amounts already recognized would not be material to CCA’s financial statements. In the opinion of management, there are no pending legal proceedings that would have a material effect on CCA’s consolidated financial position, results of operations, or cash flows. Any receivable for insurance recoveries is recorded separately from the corresponding litigation reserve, and only if recovery is determined to be probable. Adversarial proceedings and litigation are, however, subject to inherent uncertainties, and unfavorable decisions and rulings could occur which could have a material adverse impact on CCA’s consolidated financial position, results of operations, or cash flows for the period in which such decisions or rulings occur, or future periods. Expenses associated with legal proceedings may also fluctuate from quarter to quarter based on changes in CCA’s assumptions, new developments, or by the effectiveness of CCA’s litigation and settlement strategies.

Insurance Contingencies

Each of CCA’s management contracts and the statutes of certain states require the maintenance of insurance. CCA maintains various insurance policies including employee health, workers’ compensation, automobile liability, and general liability insurance. These policies are fixed premium policies with various deductible amounts that are self-funded by CCA. Reserves are provided for estimated incurred claims for which it is probable that a loss has been incurred and the range of such loss can be estimated.

Guarantees

Hardeman County Correctional Facilities Corporation (“HCCFC”) is a nonprofit, mutual benefit corporation organized under the Tennessee Nonprofit Corporation Act to purchase, construct, improve, equip, finance, own and manage a detention facility located in Hardeman County, Tennessee. HCCFC was created as an instrumentality of Hardeman County to implement the County’s incarceration agreement with the state of Tennessee to house certain inmates.

During 1997, HCCFC issued $72.7 million of revenue bonds, which were primarily used for the construction of a 2,016-bed medium security correctional facility. In addition, HCCFC entered into a construction and management agreement with CCA in order to assure the timely and coordinated acquisition, construction, development, marketing and operation of the correctional facility.

HCCFC leases the correctional facility to Hardeman County in exchange for all revenue from the operation of the facility. HCCFC has, in turn, entered into a management agreement with CCA for the correctional facility.

In connection with the issuance of the revenue bonds, CCA is obligated, under a debt service deficit agreement, to pay the trustee of the bond’s trust indenture (the “Trustee”) amounts necessary to pay any debt service deficits consisting of principal and interest requirements (outstanding principal balance of $23.9 million at December 31, 2013 plus future interest payments). In the event the state of Tennessee, which is currently utilizing the facility to house certain inmates, exercises its option to purchase the correctional facility, CCA is also obligated to pay the difference between principal and interest owed on the bonds on the date set for the redemption of the bonds and amounts paid by the state of Tennessee for the facility plus all other funds on deposit with the Trustee and available for redemption of the bonds. Ownership of the facility reverts to the state of Tennessee in 2017 at no cost. Therefore, CCA does not currently believe the state of Tennessee will exercise its option to purchase the facility. At December 31, 2013, the outstanding principal balance of the bonds exceeded the purchase price option by $8.4 million.

Retirement Plan

All employees of CCA are eligible to participate in the Corrections Corporation of America 401(k) Savings and Retirement Plan (the “Plan”) upon reaching age 18 and completing one year of qualified service. Eligible employees may contribute up to 90% of their eligible compensation, subject to IRS limitations. For the years ended December 31, 2013, 2012, and 2011, CCA provided a discretionary matching contribution equal to 100% of the employee’s contributions up to 5% of the employee’s eligible compensation to employees with at least one thousand hours of employment in the plan year. Prior to January 1, 2012, employer contributions were made to those who were employed by CCA on the last day of the plan year, and investment earnings or losses thereon become vested 20% after two years of service, 40% after three years of service, 80% after four years of service, and 100% after five or more years of service. Effective January 1, 2012, the Plan adopted a safe harbor provision that provides, among other changes, future employer matching contributions to be paid into the Plan each pay period and vest immediately.

During the years ended December 31, 2013, 2012, and 2011, CCA’s discretionary contributions to the Plan, net of forfeitures, were $11.8 million, $11.1 million, and $9.2 million, respectively.

Deferred Compensation Plans

During 2002, the compensation committee of the board of directors approved CCA’s adoption of two non-qualified deferred compensation plans (the “Deferred Compensation Plans”) for non-employee directors and for certain senior executives. The Deferred Compensation Plans are unfunded plans maintained for the purpose of providing CCA’s directors and certain of its senior executives the opportunity to defer a portion of their compensation. Under the terms of the Deferred Compensation Plans, certain senior executives may elect to contribute on a pre-tax basis up to 50% of their base salary and up to 100% of their cash bonus, and non-employee directors may elect to contribute on a pre-tax basis up to 100% of their director retainer and meeting fees. During the years ended December 31, 2013, 2012, and 2011, CCA matched 100% of employee contributions up to 5% of total cash compensation. CCA also contributes a fixed rate of return on balances in the Deferred Compensation Plans, determined at the beginning of each plan year. Vesting provisions for matching contributions and investment earnings thereon conform to the vesting provisions of CCA’s 401(k) Plan. However, CCA did not change the vesting provisions to conform with the 401(k) Plan effective January 1, 2012. Distributions are generally payable no earlier than five years subsequent to the date an individual becomes a participant in the Plan, or upon termination of employment (or the date a director ceases to serve as a director of CCA), at the election of the participant. Distributions to senior executives must commence on or before the later of 60 days after the participant’s separation from service or the fifteenth day of the month following the month the individual attains age 65.

During 2013, 2012, and 2011, CCA provided a fixed return of 5.6%, 5.9%, and 6.0% to participants in the Deferred Compensation Plans, respectively. CCA has purchased life insurance policies on the lives of certain employees of CCA, which are intended to fund distributions from the Deferred Compensation Plans. CCA is the sole beneficiary of such policies. At the inception of the Deferred Compensation Plans, CCA established an irrevocable Rabbi Trust to secure the plans’ obligations. However, assets in the Deferred Compensation Plans are subject to creditor claims in the event of bankruptcy. During 2013, 2012, and 2011, CCA recorded $0.2 million, $0.5 million, and $0.3 million, respectively, of matching contributions as general and administrative expense associated with the Deferred Compensation Plans. Assets in the Rabbi Trust were $15.8 million and $12.6 million as of December 31, 2013 and 2012, respectively. As of December 31, 2013 and 2012, CCA’s liability related to the Deferred Compensation Plans was $16.4 million and $15.6 million, respectively, which was reflected in accounts payable and accrued expenses and other liabilities in the accompanying balance sheets.

Employment and Severance Agreements

CCA currently has employment agreements with several of its executive officers, which provide for the payment of certain severance amounts upon termination of employment under certain circumstances or a change of control, as defined in the agreements.

The entire disclosure for commitments and contingencies.

+ References+ Details

SEGMENT REPORTING

12 Months Ended

Dec. 31, 2013

SEGMENT REPORTING

16.

SEGMENT REPORTING

As of December 31, 2013, CCA owned and managed 49 correctional and detention facilities, and managed 16 correctional and detention facilities it did not own. In addition, CCA owned four facilities that it leased to third-party operators, one of which is currently vacant. Management views CCA’s operating results in two reportable segments: (1) owned and managed correctional and detention facilities and (2) managed-only correctional and detention facilities. The accounting policies of the reportable segments are the same as those described in Note 2. Owned and managed facilities include the operating results of those facilities placed into service that were owned or controlled via a long-term lease and managed by CCA. Following the Company’s reorganization to begin operating as a REIT effective January 1, 2013, the Company chose to reclassify the financial information provided for segment reporting purposes at two facilities where the property is effectively controlled by the Company under operating lease arrangements. Previously, the Company classified these two facilities controlled under operating leases within the managed-only segment. The Company now reports the financial information associated with these facilities as owned and managed and has reclassified its segment reporting for all periods presented. Managed-only facilities include the operating results of those facilities owned by a third party and managed by CCA. CCA measures the operating performance of each facility within the above two reportable segments, without differentiation, based on facility net operating income. CCA defines facility net operating income as a facility’s operating income or loss from operations before interest, taxes, asset impairments, depreciation, and amortization. Since each of CCA’s facilities within the two reportable segments exhibit similar economic characteristics, provide similar services to governmental agencies, and operate under a similar set of operating procedures and regulatory guidelines, the facilities within the identified segments have been aggregated and reported as one reportable segment.

The revenue and facility contribution for the reportable segments and a reconciliation to CCA’s operating income is as follows for the three years ended December 31, 2013, 2012, and 2011 (in thousands):


	For the Years Ended December 31,
	2013			2012			2011
Revenue:
Owned and managed	$	1,386,355		$	1,418,783		$	1,386,470
Managed-only		301,454			299,599			295,916

Total management revenue		1,687,809			1,718,382			1,682,386

Operating expenses:
Owned and managed		941,638			935,680			884,987
Managed-only		261,903			263,678			257,362

Total operating expenses		1,203,541			1,199,358			1,142,349

Facility net operating income
Owned and managed		444,717			483,103			501,483
Managed-only		39,551			35,921			38,554

Total facility net operating income		484,268			519,024			540,037

Other revenue (expense):
Rental and other revenue		6,488			5,275			6,419
Other operating expense		(16,810	)		(17,693	)		(15,920	)
General and administrative expense		(103,590	)		(88,935	)		(91,227	)
Depreciation and amortization		(112,692	)		(113,063	)		(107,568	)
Asset impairments		(6,513	)		—			—

Operating income	$	251,151		$	304,608		$	331,741

The following table summarizes capital expenditures for the reportable segments for the years ended December 31, 2013, 2012, and 2011 (in thousands):


	For the Years Ended December 31,
	2013		2012		2011
Capital expenditures:
Owned and managed	$	96,975	$	55,222	$	152,272
Managed-only		3,719		3,507		6,642
Corporate and other		10,852		17,685		10,905
Discontinued operations		72		532		1,563

Total capital expenditures	$	111,618	$	76,946	$	171,382

The assets for the reportable segments are as follows (in thousands):


	December 31,
	2013		2012
Assets:
Owned and managed	$	2,694,293	$	2,654,791
Managed-only		81,551		109,572
Corporate and other		231,566		200,760
Discontinued operations		15		9,619

Total assets	$	3,007,425	$	2,974,742

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF CCA AND SUBSIDIARIES

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 280

-SubTopic 10

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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8380-108599

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+ Details

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2013

SUBSEQUENT EVENTS

17.

SUBSEQUENT EVENTS

During February 2014, CCA issued approximately 0.5 million shares of restricted common stock units to certain of CCA’s employees and non-employee directors, with an aggregate value of $16.9 million. Unless earlier vested under the terms of the restricted stock unit agreement, approximately 0.3 million restricted stock units were issued to officers and executive officers and are subject to vesting over a three-year period based upon satisfaction of certain performance criteria for the fiscal years ending December 31, 2014, 2015, and 2016. No more than one third of such restricted stock units may vest in the first performance period; however, the performance criteria are cumulative for the three-year period. Approximately 0.2 million shares issued to other employees “cliff” vest on the third anniversary of the award. Shares of restricted common stock units issued to non-employee directors vest on the first anniversary of the award. Any restricted stock units that become vested will be settled in shares of CCA’s common stock.

On February 20, 2014, the Company’s Board of Directors declared a quarterly dividend of $0.51 per common share payable April 15, 2014 to shareholders of record on April 2, 2014.

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF CCA AND SUBSIDIARIES

12 Months Ended

Dec. 31, 2013

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, 2013 and 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, 2013

(in thousands)

Parent

Combined
Subsidiary
Guarantors

Consolidating
Adjustments
and Other

Total
Consolidated
Amounts

ASSETS

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

9,239

—

9,241

Prepaid expenses and other current assets

7,580

22,856

(9,824

)

20,612

Current assets of discontinued operations

—

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

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 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	$	—	$	62,804	$	—		$	62,804
Accounts receivable, net of allowance		136,128		249,512		(138,556	)		247,084
Current deferred tax assets		137		7,885		—			8,022
Prepaid expenses and other current assets		1,766		34,499		(9,882	)		26,383
Current assets of discontinued operations		—		6,449		—			6,449

Total current assets		138,031		361,149		(148,438	)		350,742
Property and equipment, net		2,462,917		103,565		—			2,566,482
Restricted cash		—		5,022		—			5,022
Investment in direct financing lease		7,467		—		—			7,467
Goodwill		—		11,158		—			11,158
Other assets		191,502		114,922		(275,723	)		30,701
Non-current assets of discontinued operations		—		3,170		—			3,170

Total assets	$	2,799,917	$	598,986	$	(424,161	)	$	2,974,742

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	28,061	$	284,871	$	(148,403	)	$	164,529
Income taxes payable		—		102		—			102
Current liabilities of discontinued operations		—		1,827		—			1,827

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, 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

)

(78

)

(100

)

66,837

14,795

(78

)

81,554

INCOME FROM CONTINUING

148,774

20,745

169,597

OPERATIONS BEFORE INCOME TAXES

Income tax benefit (expense)

143,590

(8,595

)

—

134,995

INCOME FROM CONTINUING OPERATIONS

292,364

12,150

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, 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

SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

12 Months Ended

Dec. 31, 2013

SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

19.

SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Selected quarterly financial information for each of the quarters in the years ended December 31, 2013 and 2012 is as follows (in thousands, except per share data):


	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013
Revenue ⁽¹⁾	$	416,723		$	425,005		$	421,466		$	431,103
Operating income ⁽¹⁾		59,892			67,969			67,271			56,019
Loss from discontinued operations, net of taxes ⁽¹⁾		(355	)		(2,739	)		(663	)		—
Net income ⁽¹⁾		181,092			20,429			51,843			47,471
Basic earnings per share:
Net income ⁽²⁾	$	1.81		$	0.19		$	0.45		$	0.41
Diluted earnings per share:
Net income ⁽²⁾	$	1.78		$	0.19		$	0.44		$	0.41


	March 31, 2012			June 30, 2012			September 30, 2012		December 31, 2012
Revenue ⁽¹⁾	$	426,356		$	433,897		$	435,727	$	427,677
Operating income ⁽¹⁾		69,451			75,125			79,733		80,299
(Loss) income from discontinued operations, net of taxes ⁽¹⁾		(304	)		(150	)		99		150
Net income		31,680			37,334			42,339		45,408
Basic earnings per share:
Net income	$	0.32		$	0.37		$	0.42	$	0.46
Diluted earnings per share:
Net income	$	0.32		$	0.37		$	0.42	$	0.45

⁽¹⁾

⁽²⁾


	March 31, 2013			June 30, 2013
Total revenue previously reported	$	425,724		$	433,981
Discontinued operations		(9,001	)		(8,976	)

Revised total revenue	$	416,723		$	425,005

Operating income previously reported	$	59,332		$	63,610
Discontinued operations		560			4,359

Revised operating income	$	59,892		$	67,969

Income from discontinued operations, net of taxes, previously reported	$	—		$	—
Discontinued operations subsequent to the respective reporting period		(355	)		(2,739	)

Revised loss from discontinued operations, net of taxes	$	(355	)	$	(2,739	)


	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012
Total revenue previously reported	$	435,305		$	442,866		$	444,853		$	436,861
Discontinued operations		(8,949	)		(8,969	)		(9,126	)		(9,184	)

Revised total revenue	$	426,356		$	433,897		$	435,727		$	427,677

Operating income previously reported	$	69,544		$	74,885		$	79,888		$	80,516
Discontinued operations		(93	)		240			(155	)		(217	)

Revised operating income	$	69,451		$	75,125		$	79,733		$	80,299

Income from discontinued operations, net of taxes, previously reported	$	(362	)	$	—		$	—		$	—
Discontinued operations subsequent to the respective reporting period		58			(150	)		99			150

Revised loss from discontinued operations, net of taxes	$	(304	)	$	(150	)	$	99		$	150

SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

+ References+ Details

SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

12 Months Ended

Dec. 31, 2013

CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2013

(in thousands)


Description	Location	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at Close of Period						Accumulated Depreciation			Date Constructed/ Acquired
Description	Location	Land		Buildings and Improvements		Cost Capitalized Subsequent to Acquisition		Land and Land Improvements		Buildings and Leasehold Improvements		Total		Accumulated Depreciation			Date Constructed/ Acquired
Adams County Correctional Center	Adams County, Mississippi	$	874	$	119,565	$	2,738	$	1,075	$	122,102	$	123,177	$	(12,527	)		2008
Bent County Correctional Facility	Las Animas, Colorado		550		13,115		65,963		1,161		78,467		79,628		(16,430	)		1992
Bridgeport Pre-Parole Transfer Facility	Bridgeport, Texas		70		291		588		209		740		949		(423	)		1995
CAI—Boston Avenue	San Diego, California		800		11,440		30		830		11,440		12,270		(161	)		2013
California City Correctional Center	California City, California		1,785		125,337		3,009		2,497		127,634		130,131		(36,832	)		1999
Central Arizona Detention Center	Florence, Arizona		1,298		57,857		29,573		2,590		86,138		88,728		(26,457	)		1994
Cibola County Corrections Center	Milan, New Mexico		444		16,215		28,931		1,319		44,271		45,590		(13,757	)		1994
Cimarron Correctional Facility	Cushing, Oklahoma		250		71,303		41,547		570		112,530		113,100		(26,399	)		1997
Coffee Correctional Facility	Nicholls, Georgia		194		28,361		44,352		853		72,054		72,907		(15,713	)		1998
Crossroads Correctional Center	Shelby, Montana		413		33,196		6,349		867		39,091		39,958		(25,237	)		1999
Crowley County Correctional Facility	Olney Springs, Colorado		211		46,845		26,720		1,887		71,889		73,776		(16,075	)		2003
Davis Correctional Facility	Holdenville, Oklahoma		250		66,701		39,515		872		105,594		106,466		(25,039	)		1996
D.C. Correctional Treatment Facility	Washington, D.C.		—		—		5,473		71		5,402		5,473		(2,933	)		2001
Diamondback Correctional Facility	Watonga, Oklahoma		208		41,677		20,906		567		62,224		62,791		(18,569	)		1998
Eden Detention Facility	Eden, Texas		769		27,645		32,460		4,978		55,896		60,874		(16,034	)		1995
Eloy Detention Center	Eloy, Arizona		1,320		33,308		10,197		2,674		42,151		44,825		(13,314	)		1995
Florence County Detention Center	Florence, Arizona		—		75,674		8,726		719		83,681		84,400		(23,301	)		1999
Houston Community	Houston, Texas		—		9,207		—		—		9,207		9,207		(2,734	)		1998
Houston Processing Center	Houston, Texas		2,250		53,373		36,291		3,075		88,839		91,914		(24,592	)		1984
Huerfano County Correctional Center	Walsenburg, Colorado		124		26,358		4,083		984		29,581		30,565		(10,765	)		1997
Jenkins County Correctional Center	Millen, Georgia		208		48,158		29		235		48,160		48,395		(1,769	)		2012
Kit Carson Correctional Center	Burlington, Colorado		432		35,980		42,168		787		77,793		78,580		(15,933	)		1998
Lake Erie Correctional Institution	Conneaut, Ohio		2,871		69,779		1,405		3,669		70,386		74,055		(2,823	)		2011
La Palma Correctional Center	Eloy, Arizona		—		183,155		11,947		184		194,918		195,102		(22,442	)		2008
Laredo Processing Center	Laredo, Texas		788		26,737		1,747		922		28,350		29,272		(8,969	)		1985
Leavenworth U.S.M. Detention Center	Leavenworth, Kansas		130		44,970		42,029		464		86,665		87,129		(21,191	)		1992
Lee Adjustment Center	Beattyville, Kentucky		500		515		16,065		1,214		15,866		17,080		(5,202	)		1998
Leo Chesney Correctional Center	Live Oak, California		250		4,774		1,577		250		6,351		6,601		(2,215	)		1989
Marion Adjustment Center	St. Mary, Kentucky		250		9,994		8,277		915		17,606		18,521		(5,092	)		1998
McRae County Georgia Prison	McRae, Georgia		462		60,396		16,930		845		76,943		77,788		(14,261	)		2000
Mineral Wells Pre-Parole Transfer Facility	Mineral Wells, Texas		176		22,589		4,948		530		27,183		27,713		(9,858	)		1995
Nevada Southern Detention Center	Pahrump, Nevada		7,548		64,362		8,475		7,580		72,805		80,385		(5,696	)		2010
New Mexico Women’s Correctional Facility	Grants, New Mexico		142		15,888		13,596		807		28,819		29,626		(9,669	)		1989
North Fork Correctional Facility	Sayre, Oklahoma		—		42,166		57,447		248		99,365		99,613		(21,733	)		1998
Northeast Ohio Correctional Center	Youngstown, Ohio		750		39,583		6,892		1,675		45,550		47,225		(14,432	)		1997
Otter Creek Adjustment Center	Wheelwright, Kentucky		500		24,487		11,197		1,447		34,737		36,184		(11,379	)		1998
Prairie Correctional Facility	Appleton, Minnesota		100		22,306		7,782		1,065		29,123		30,188		(10,822	)		1991
Queensgate Correctional Facility	Cincinnati, Ohio		750		15,221		1,586		750		16,807		17,557		(5,748	)		1998
Red Rock Correctional Center	Eloy, Arizona		10		78,456		904		127		79,243		79,370		(12,074	)		2006
Saguaro Correctional Center	Eloy, Arizona		—		98,903		288		193		98,998		99,191		(13,167	)		2007
San Diego Correctional Facility	San Diego, California		28,845		92,458		10,325		37,148		94,480		131,628		(84,037	)		1999
Shelby Training Center	Memphis, Tennessee		150		6,393		3,076		275		9,344		9,619		(8,868	)		1986
Stewart Detention Center	Lumpkin, Georgia		143		70,560		7,644		716		77,631		78,347		(13,199	)		2004
Tallahatchie County Correctional Facility	Tutwiler, Mississippi		—		44,638		92,711		1,411		135,938		137,349		(31,845	)		2000
T. Don Hutto Correctional Center	Taylor, Texas		183		13,418		3,609		591		16,619		17,210		(5,592	)		1997
Torrance County Detention Facility	Estancia, New Mexico		511		52,599		5,114		1,704		56,520		58,224		(18,108	)		1990
Webb County Detention Center	Laredo, Texas		498		20,160		4,640		1,885		23,413		25,298		(7,857	)		1998
West Tennessee Detention Facility	Mason, Tennessee		538		31,931		5,340		2,008		35,801		37,809		(12,338	)		1990
Wheeler Correctional Facility	Alamo, Georgia		117		30,781		40,916		423		71,391		71,814		(15,450	)		1998
Whiteville Correctional Facility	Whiteville, Tennessee		303		51,694		3,303		1,571		53,729		55,300		(16,700	)		1998

Totals		$	58,965	$	2,180,519	$	839,418	$	99,437	$	2,979,465	$	3,078,902	$	(755,761	)

NOTES TO SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION

(A) Depreciation is calculated using estimated useful lives of depreciable assets up to 50 years for prison facilities.

CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012, AND 2011

(in thousands)


	For the Years Ended December 31,
	2013			2012			2011
Investment in Real Estate:
Balance at beginning of period	$	3,049,672		$	2,972,528		$	2,888,791
Additions through Capital Expenditures		30,376			77,233			89,008
Sale of real estate for cash		(554	)		(81	)		(853	)
Reclassifications and other		(592	)		(8	)		(4,418	)

Balance at end of period	$	3,078,902		$	3,049,672		$	2,972,528

Accumulated Depreciation:
Balance at beginning of period	$	(680,965	)	$	(607,771	)	$	(539,094	)
Depreciation		(75,069	)		(73,260	)		(69,143	)
Disposals		273			66			466

Balance at end of period	$	(755,761	)	$	(680,965	)	$	(607,771	)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2013

Basis of Presentation

Basis of Presentation

Cash and Cash Equivalents

Cash and Cash Equivalents

CCA considers all liquid debt instruments with a maturity of three months or less at the time of purchase to be cash equivalents.

Restricted Cash

Restricted Cash

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

Property and Equipment

Property and Equipment


Land improvements		5 – 20 years
Buildings and improvements		5 – 50 years
Equipment and software		3 – 5 years
Office furniture and fixtures		5 years

Accounting for the Impairment of Long-Lived Assets Other Than Goodwill

Accounting for the Impairment of Long-Lived Assets Other Than Goodwill

Goodwill

Goodwill

Goodwill represents the cost in excess of the net assets of businesses acquired. As further discussed in Note 3, goodwill is tested for impairment at least annually using a fair-value based approach.

Investment in Direct Financing Lease

Investment in Direct Financing Lease

Investment in Affiliates

Investment in Affiliates

Debt Issuance Costs

Debt Issuance Costs

Management and Other Revenue

Management and Other Revenue

Rental Revenue

Rental Revenue

Self-Funded Insurance Reserves

Self-Funded Insurance Reserves

Income Taxes

Income Taxes

Foreign Currency Transactions

Foreign Currency Transactions

Fair Value of Financial Instruments

Fair Value of Financial Instruments


	December 31,
	2013						2012
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Investment in direct financing lease	$	7,466		$	8,609		$	9,233		$	10,852
Note receivable from APM	$	4,831		$	9,006		$	4,819		$	8,678
Debt	$	(1,205,000	)	$	(1,179,375	)	$	(1,111,545	)	$	(1,152,550	)

Use of Estimates in Preparation of Financial Statements

Use of Estimates in Preparation of Financial Statements

Concentration of Credit Risks

Concentration of Credit Risks

Accounting for Stock-Based Compensation

Accounting for Stock-Based Compensation

Restricted Stock

Stock Options

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of Useful Life of Property and Equipment

Useful lives for property and equipment are as follows:


Land improvements		5 – 20 years
Buildings and improvements		5 – 50 years
Equipment and software		3 – 5 years
Office furniture and fixtures		5 years

Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value

At December 31, 2013 and 2012, there were no material differences between the carrying amounts and the estimated fair values of CCA’s financial instruments, other than as follows (in thousands):


	December 31,
	2013						2012
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Investment in direct financing lease	$	7,466		$	8,609		$	9,233		$	10,852
Note receivable from APM	$	4,831		$	9,006		$	4,819		$	8,678
Debt	$	(1,205,000	)	$	(1,179,375	)	$	(1,111,545	)	$	(1,152,550	)

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2013

Property and Equipment

Property and equipment, at cost, consists of the following (in thousands):


	December 31,
	2013			2012
Land and improvements	$	127,246		$	121,209
Buildings and improvements		3,058,748			3,034,019
Equipment and software		316,696			315,391
Office furniture and fixtures		30,969			30,678
Construction in progress		93,187			60,492

		3,626,846			3,561,789
Less: Accumulated depreciation		(1,080,233	)		(995,307	)

	$	2,546,613		$	2,566,482

Schedule of Future Minimum Lease Payments

Future minimum lease payments as of December 31, 2013 under these operating leases are as follows:


2014	$	4,929
2015		2,723
2016		—
2017		—
2018		—
Thereafter		—

REAL ESTATE ACTIVATIONS, ACQUISITIONS, DEVELOPMENTS, AND CLOSURES (Tables)

12 Months Ended

Dec. 31, 2013

Summary of Idled Facilities and Respective Carrying Values

The following table summarizes each of the idled facilities and their respective carrying values, excluding equipment and other assets that could generally be transferred and used at other facilities CCA owns without significant cost (dollars in thousands):


					Net Carrying Values at December 31,
Facility	Design Capacity		Date Idled		2013		2012
Shelby Training Center		200		2008	$	751	$	1,155
Queensgate Correctional Facility		850		2009		11,808		12,073
Prairie Correctional Facility		1,600		2010		19,366		20,503
Huerfano County Correctional Center		752		2010		19,800		20,603
Diamondback Correctional Facility		2,160		2010		44,223		45,475
Otter Creek Correctional Center		656		2012		24,805		25,685
Houston Educational Facility		—		2012		6,473		6,657
Mineral Wells Pre-Parole Transfer Facility		2,103		2013		17,856		19,063
Marion Adjustment Center		826		2013		13,429		13,720

		9,147			$	158,511	$	164,934

INVESTMENT IN DIRECT FINANCING LEASE (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of Minimum Rentals to be Received Under the Direct Financing Lease in Future Years

A schedule of minimum rentals to be received under the direct financing lease in future years is as follows (in thousands):


2014	$	2,793
2015		2,793
2016		2,793
2017		694
2018		—

Total minimum obligation		9,073
Less unearned interest income		(1,607	)
Less current portion of direct financing lease		(1,993	)

Investment in direct financing lease	$	5,473

OTHER ASSETS (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of Other Assets

Other assets consist of the following (in thousands):


	December 31,
	2013		2012
Debt issuance costs, less accumulated amortization of $2,311 and $4,987, respectively	$	17,336	$	11,568
Intangible lease value		25,567		—
Deferred leasing costs		9,305		—
Notes receivable, net		6,987		4,175
Cash equivalents and cash surrender value of life insurance held in Rabbi trust		15,811		12,559
Deposits		2,037		1,982
Straight-line rent receivable		133		—
Other		652		417

	$	77,828	$	30,701

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following (in thousands):


	December 31,
	2013		2012
Trade accounts payable	$	58,200	$	45,805
Accrued salaries and wages		58,810		42,345
Accrued dividends		56,306		452
Accrued workers’ compensation and auto liability		8,409		8,455
Accrued litigation		6,170		8,643
Accrued employee medical insurance		9,658		10,480
Accrued property taxes		24,721		24,399
Accrued interest		6,331		3,509
Other		23,672		20,441

	$	252,277	$	164,529

DEBT (Tables)

12 Months Ended

Dec. 31, 2013

Schedule Of Debt Outstanding

Debt outstanding consists of the following (in thousands):


	December 31,
	2013		2012
Revolving Credit Facility, principal due at maturity in December 2017; interest payable periodically at variable interest rates. The weighted average rate at both December 31, 2013 and 2012 was 1.7%.	$	530,000	$	655,000
4.625% Senior Notes, principal due at maturity in May 2023; interest payable semi-annually in May and November at 4.625%.		350,000		—
4.125% Senior Notes, principal due at maturity in April 2020; interest payable semi-annually in April and October at 4.125%.		325,000		—
7.75% Senior Notes, principal due at maturity in June 2017; interest payable semi-annually in June and December at 7.75%. These notes were redeemed during 2013 as further described hereafter.		—		456,545

	$	1,205,000	$	1,111,545

Schedule of Principal Payments

Scheduled principal payments as of December 31, 2013 for the next five years and thereafter were as follows (in thousands):


2014	$	—
2015		—
2016		—
2017		530,000
2018		—
Thereafter		675,000

Total debt	$	1,205,000

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2013

Components Of Income Tax Expense

Income tax (benefit) expense is comprised of the following components (in thousands):


	For the Years Ended December 31,
	2013			2012			2011
Current income tax (benefit) expense
Federal	$	13,674		$	75,867		$	70,379
State		2,368			5,885			6,466

		16,042			81,752			76,845

Deferred income tax (benefit) expense
Federal		(144,771	)		8,576			17,167
State		(6,266	)		(2,815	)		2,154

		(151,037	)		5,761			19,321

Income tax (benefit) expense	$	(134,995	)	$	87,513		$	96,166

Components of Deferred Tax Assets and Liabilities

Significant components of CCA’s deferred tax assets and liabilities as of December 31, 2013 and 2012, are as follows (in thousands):


	December 31,
	2013			2012
Current deferred tax assets:
Asset reserves and liabilities not yet deductible for tax	$	11,284		$	12,198

Net current deferred tax assets		11,284			12,198

Current deferred tax liabilities:
Other		(2,043	)		(4,176	)

Net total current deferred tax assets	$	9,241		$	8,022

Noncurrent deferred tax assets:
Asset reserves and liabilities not yet deductible for tax	$	17,372		$	24,392
Tax over book basis of certain assets		897			13,994
Net operating loss and tax credit carryforwards		4,575			8,843
Intangible contract value		3,024			—
Other		705			261

Total noncurrent deferred tax assets		26,573			47,490
Less valuation allowance		(4,497	)		(2,655	)

Net noncurrent deferred tax assets		22,076			44,835

Noncurrent deferred tax liabilities:
Book over tax basis of certain assets		(9,067	)		(184,334	)
Intangible lease value		(9,894	)		—
Other		(37	)		(27	)

Total noncurrent deferred tax liabilities		(18,998	)		(184,361	)

Net total noncurrent deferred tax assets (liabilities)	$	3,078		$	(139,526	)

Reconciliation of Income Tax Provision at Statutory Income Tax Rate and Effective Tax Rate


	2013			2011			2010
Statutory federal rate		35.0	%		35.0	%		35.0	%
Dividends paid deduction		(30.7	)		—			—
State taxes, net of federal tax benefit		1.1			1.0			2.6
Permanent differences		3.0			0.7			0.5
Impact of REIT election		(87.0	)		—			—
Other items, net		(1.0	)		(0.9	)		(0.9	)

		(79.6	)%		35.8	%		37.2	%

DISCONTINUED OPERATIONS (Tables)

12 Months Ended

Dec. 31, 2013

Summarized Results of Operations for Discontinued Facilities

The following table summarizes the results of operations for the facilities classified as discontinued operations for the years ended December 31, 2013, 2012 and 2011 (in thousands):


	For the Years Ended December 31,
	2013			2012			2011
REVENUE:
Managed-only	$	19,984		$	36,421		$	46,808

		19,984			36,421			46,808

EXPENSES:
Managed-only		22,529			35,994			45,131
Depreciation and amortization		799			870			1,363
Asset impairments		2,637			—			—

		25,965			36,864			46,494

OPERATING (LOSS) INCOME		(5,981	)		(443	)		314
Other (expense) income		(17	)		96			1

(LOSS) INCOME BEFORE INCOME TAXES		(5,998	)		(347	)		315
Income tax benefit (expense)		2,241			142			(135	)

(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAXES	$	(3,757	)	$	(205	)	$	180

Consolidated Balance Sheets of the Discontinued Operations

The assets and liabilities of the discontinued operations presented in the accompanying consolidated balance sheets are as follows (in thousands):


	December 31,
	2013		2012
ASSETS
Cash and cash equivalents	$	10	$	93
Accounts receivable		—		5,680
Prepaid expenses and other current assets		5		676

Total current assets		15		6,449
Property and equipment, net		—		2,309
Goodwill		—		831
Other assets		—		30

Total assets	$	15	$	9,619

LIABILITIES
Accounts payable and accrued expenses	$	886	$	1,827

Total current liabilities	$	886	$	1,827

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2013

Tax Characterization of Dividends per Share on Common Shares

The tax characterization of dividends per share on common shares as reported to shareholders was as follows for the years ended December 31, 2013 and 2012:


Declaration Date	Record Date	Payable Date	Ordinary Income			Return of Capital			Total Per Share
May 11, 2012	June 8, 2012	June 22, 2012		0.20	⁽¹⁾		—		$	0.20
August 20, 2012	September 14, 2012	September 28, 2012		0.20	⁽¹⁾		—		$	0.20
November 6, 2012	November 30, 2012	December 14, 2012		0.20	⁽¹⁾		—		$	0.20
February 22, 2013	April 3, 2013	April 15, 2013		0.346119			0.183881		$	0.53
May 16, 2013	July 3, 2013	July 15, 2013		0.313466			0.166534		$	0.48
August 16, 2013	October 2, 2013	October 15, 2013		0.313466			0.166534		$	0.48
December 12, 2013	January 2, 2014	January 15, 2014		—	⁽²⁾		—	⁽²⁾	$	0.48

⁽¹⁾	The amount constitutes a “Qualified Dividend”, as defined by the Internal Revenue Service.

⁽²⁾	Taxable in 2014.

Summary of Nonvested Restricted Common Stock Transactions

Nonvested restricted common stock transactions as of December 31, 2013 and for the year then ended are summarized below (in thousands, except per share amounts).


	Shares of restricted common stock and units	Weighted average grant date fair value
Nonvested at December 31, 2012	780	$	24.59
Granted	423	$	36.87
Special dividend	139	$	38.90
Cancelled	(99)	$	30.92
Vested	(431)	$	24.31

Nonvested at December 31, 2013	812	$	32.81

Summary of Stock Option Transactions Relating to Non-Qualified Stock Option Plans

Stock option transactions relating to CCA’s non-qualified stock option plans are summarized below (in thousands, except exercise prices):

No. of
options

Weighted-
Average
Exercise Price
of options

Weighted-
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
Value

Outstanding at December 31, 2012

4,047

20.61

Granted

—

Special dividend adjustment

519

—

Exercised

(1,830

)

16.48

Cancelled

(134

)

22.33

Outstanding at December 31, 2013

2,602

19.31

5.8

33,197

Exercisable at December 31, 2013

1,923

18.47

5.1

26,141

Schedule of Estimated Fair Value of Option Grant Using Black-Scholes Option Pricing Model

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:


	2013		2012			2011
Expected dividend yield		—		3.0	%		0.0	%
Expected stock price volatility		—		42.2	%		42.1	%
Risk-free interest rate		—		1.0	%		2.1	%
Expected life of options		—		5 years			5 years

Summary of Nonvested Stock Option Transactions Relating to Non-Qualified Stock Option Plans


	Number of options	Weighted average grant date fair value
Nonvested at December 31, 2012	1,321	$	7.91
Granted	—	$	—
Special dividend adjustment	133	$	—
Cancelled	(133)	$	7.23
Vested	(642)	$	7.51

Nonvested at December 31, 2013	679	$	6.88

EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of Calculation of Numerator and Denominator in Earnings Per Share


	For the Years Ended December 31,
	2013			2012			2011
NUMERATOR
Basic:
Income from continuing operations	$	304,592		$	156,966		$	162,330
(Loss) income from discontinued operations, net of taxes		(3,757	)		(205	)		180

Net income	$	300,835		$	156,761		$	162,510

Diluted:
Income from continuing operations	$	304,592		$	156,966		$	162,330
(Loss) income from discontinued operations, net of taxes		(3,757	)		(205	)		180

Diluted net income	$	300,835		$	156,761		$	162,510

DENOMINATOR
Basic:
Weighted average common shares outstanding		109,617			99,545			104,736

Diluted:
Weighted average common shares outstanding		109,617			99,545			104,736
Effect of dilutive securities:
Stock options		1,279			864			603
Restricted stock-based compensation		354			214			196

Weighted average shares and assumed conversions		111,250			100,623			105,535

BASIC EARNINGS PER SHARE:
Income from continuing operations	$	2.77		$	1.58		$	1.55
(Loss) income from discontinued operations, net of taxes		(0.03	)		—			—

Net income	$	2.74		$	1.58		$	1.55

DILUTED EARNINGS PER SHARE:
Income from continuing operations	$	2.73		$	1.56		$	1.54
(Loss) income from discontinued operations, net of taxes		(0.03	)		—			—

Net income	$	2.70		$	1.56		$	1.54

SEGMENT REPORTING (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of Revenue and Facility Contribution of Reportable Segments and Reconciliation to CCA's Operating Income


	For the Years Ended December 31,
	2013			2012			2011
Revenue:
Owned and managed	$	1,386,355		$	1,418,783		$	1,386,470
Managed-only		301,454			299,599			295,916

Total management revenue		1,687,809			1,718,382			1,682,386

Operating expenses:
Owned and managed		941,638			935,680			884,987
Managed-only		261,903			263,678			257,362

Total operating expenses		1,203,541			1,199,358			1,142,349

Facility net operating income
Owned and managed		444,717			483,103			501,483
Managed-only		39,551			35,921			38,554

Total facility net operating income		484,268			519,024			540,037

Other revenue (expense):
Rental and other revenue		6,488			5,275			6,419
Other operating expense		(16,810	)		(17,693	)		(15,920	)
General and administrative expense		(103,590	)		(88,935	)		(91,227	)
Depreciation and amortization		(112,692	)		(113,063	)		(107,568	)
Asset impairments		(6,513	)		—			—

Operating income	$	251,151		$	304,608		$	331,741

Summary of Capital Expenditures for Reportable Segments

The following table summarizes capital expenditures for the reportable segments for the years ended December 31, 2013, 2012, and 2011 (in thousands):


	For the Years Ended December 31,
	2013		2012		2011
Capital expenditures:
Owned and managed	$	96,975	$	55,222	$	152,272
Managed-only		3,719		3,507		6,642
Corporate and other		10,852		17,685		10,905
Discontinued operations		72		532		1,563

Total capital expenditures	$	111,618	$	76,946	$	171,382

Schedule of Assets for the Reportable Segments

The assets for the reportable segments are as follows (in thousands):


	December 31,
	2013		2012
Assets:
Owned and managed	$	2,694,293	$	2,654,791
Managed-only		81,551		109,572
Corporate and other		231,566		200,760
Discontinued operations		15		9,619

Total assets	$	3,007,425	$	2,974,742

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF CCA AND SUBSIDIARIES (Tables)

12 Months Ended

Dec. 31, 2013

CONDENSED CONSOLIDATING BALANCE SHEET

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2013

(in thousands)

Parent

Combined
Subsidiary
Guarantors

Consolidating
Adjustments
and Other

Total
Consolidated
Amounts

ASSETS

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

9,239

—

9,241

Prepaid expenses and other current assets

7,580

22,856

(9,824

)

20,612

Current assets of discontinued operations

—

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

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 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	$	—	$	62,804	$	—		$	62,804
Accounts receivable, net of allowance		136,128		249,512		(138,556	)		247,084
Current deferred tax assets		137		7,885		—			8,022
Prepaid expenses and other current assets		1,766		34,499		(9,882	)		26,383
Current assets of discontinued operations		—		6,449		—			6,449

Total current assets		138,031		361,149		(148,438	)		350,742
Property and equipment, net		2,462,917		103,565		—			2,566,482
Restricted cash		—		5,022		—			5,022
Investment in direct financing lease		7,467		—		—			7,467
Goodwill		—		11,158		—			11,158
Other assets		191,502		114,922		(275,723	)		30,701
Non-current assets of discontinued operations		—		3,170		—			3,170

Total assets	$	2,799,917	$	598,986	$	(424,161	)	$	2,974,742

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	28,061	$	284,871	$	(148,403	)	$	164,529
Income taxes payable		—		102		—			102
Current liabilities of discontinued operations		—		1,827		—			1,827

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

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

)

(78

)

(100

)

66,837

14,795

(78

)

81,554

INCOME FROM CONTINUING

148,774

20,745

169,597

OPERATIONS BEFORE INCOME TAXES

Income tax benefit (expense)

143,590

(8,595

)

—

134,995

INCOME FROM CONTINUING OPERATIONS

292,364

12,150

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

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

SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of Selected Quarterly Financial Information

Selected quarterly financial information for each of the quarters in the years ended December 31, 2013 and 2012 is as follows (in thousands, except per share data):


	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013
Revenue ⁽¹⁾	$	416,723		$	425,005		$	421,466		$	431,103
Operating income ⁽¹⁾		59,892			67,969			67,271			56,019
Loss from discontinued operations, net of taxes ⁽¹⁾		(355	)		(2,739	)		(663	)		—
Net income ⁽¹⁾		181,092			20,429			51,843			47,471
Basic earnings per share:
Net income ⁽²⁾	$	1.81		$	0.19		$	0.45		$	0.41
Diluted earnings per share:
Net income ⁽²⁾	$	1.78		$	0.19		$	0.44		$	0.41


	March 31, 2012			June 30, 2012			September 30, 2012		December 31, 2012
Revenue ⁽¹⁾	$	426,356		$	433,897		$	435,727	$	427,677
Operating income ⁽¹⁾		69,451			75,125			79,733		80,299
(Loss) income from discontinued operations, net of taxes ⁽¹⁾		(304	)		(150	)		99		150
Net income		31,680			37,334			42,339		45,408
Basic earnings per share:
Net income	$	0.32		$	0.37		$	0.42	$	0.46
Diluted earnings per share:
Net income	$	0.32		$	0.37		$	0.42	$	0.45

⁽¹⁾

⁽²⁾


	March 31, 2013			June 30, 2013
Total revenue previously reported	$	425,724		$	433,981
Discontinued operations		(9,001	)		(8,976	)

Revised total revenue	$	416,723		$	425,005

Operating income previously reported	$	59,332		$	63,610
Discontinued operations		560			4,359

Revised operating income	$	59,892		$	67,969

Income from discontinued operations, net of taxes, previously reported	$	—		$	—
Discontinued operations subsequent to the respective reporting period		(355	)		(2,739	)

Revised loss from discontinued operations, net of taxes	$	(355	)	$	(2,739	)


	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012
Total revenue previously reported	$	435,305		$	442,866		$	444,853		$	436,861
Discontinued operations		(8,949	)		(8,969	)		(9,126	)		(9,184	)

Revised total revenue	$	426,356		$	433,897		$	435,727		$	427,677

Operating income previously reported	$	69,544		$	74,885		$	79,888		$	80,516
Discontinued operations		(93	)		240			(155	)		(217	)

Revised operating income	$	69,451		$	75,125		$	79,733		$	80,299

Income from discontinued operations, net of taxes, previously reported	$	(362	)	$	—		$	—		$	—
Discontinued operations subsequent to the respective reporting period		58			(150	)		99			150

Revised loss from discontinued operations, net of taxes	$	(304	)	$	(150	)	$	99		$	150

Organization and Operations - Additional Information (Detail)	Dec. 31, 2013 Bed State Facility	Feb. 27, 2014 Government Subsequent Event Facility
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of facilities owned by government partners, managed	16	13
Number of facilities owned or controlled by company	53
Number of beds at the facility	86,000
Number of states in which company facilities are located	20

Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Organization And Operations [Line Items]
Restricted cash	$ 5,600,000	$ 5,000,000
Accounts receivable, net of allowances for doubtful accounts	244,957,000	247,084,000
Accounts receivable, allowances for doubtful accounts	$ 1,265,000	$ 2,410,000
Percentage of ownership required for exercise significant influence in affiliates	50.00%
Percentage of tax position benefit maximum than being realized upon ultimate settlement	50.00%
Government Contracts Concentration Risk \| Federal Correctional And Detention Authorities
Organization And Operations [Line Items]
Percentage of revenues generated from government management contracts	44.00%	44.00%	44.00%
Government Contracts Concentration Risk \| Federal Bureau Of Prisons
Organization And Operations [Line Items]
Percentage of revenues generated from government management contracts	13.00%	12.00%	12.00%
Government Contracts Concentration Risk \| United States Marshals Service
Organization And Operations [Line Items]
Percentage of revenues generated from government management contracts	19.00%	20.00%	20.00%
Government Contracts Concentration Risk \| United States Immigration And Customs Enforcement
Organization And Operations [Line Items]
Percentage of revenues generated from government management contracts	12.00%	12.00%	12.00%
Government Contracts Concentration Risk \| State Correctional Authorities
Organization And Operations [Line Items]
Percentage of revenues generated from government management contracts	49.00%	49.00%	49.00%
Government Contracts Concentration Risk \| State of California Department of Corrections and Rehabilitation
Organization And Operations [Line Items]
Percentage of revenues generated from government management contracts	12.00%	12.00%	14.00%
Minimum
Organization And Operations [Line Items]
Renewal of contract terms	2
Maximum
Organization And Operations [Line Items]
Renewal of contract terms	5

The carrying amounts of cash and cash equivalent items which are restricted as to withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Excludes compensating balance arrangements that are not agreements which legally restrict the use of cash amounts shown on the balance sheet. For a classified balance sheet represents the current portion only (the noncurrent portion has a separate concept); there is a separate and distinct element for unclassified presentations.

+ References+ Details

Schedule of Useful Life of Property and Equipment (Detail)	12 Months Ended
	Dec. 31, 2013
Land Improvements \| Minimum
Property, Plant and Equipment [Line Items]
Average number of useful life in years	5 years
Land Improvements \| Maximum
Property, Plant and Equipment [Line Items]
Average number of useful life in years	20 years
Building and Improvements \| Minimum
Property, Plant and Equipment [Line Items]
Average number of useful life in years	5 years
Building and Improvements \| Maximum
Property, Plant and Equipment [Line Items]
Average number of useful life in years	50 years
Equipment And Software \| Minimum
Property, Plant and Equipment [Line Items]
Average number of useful life in years	3 years
Equipment And Software \| Maximum
Property, Plant and Equipment [Line Items]
Average number of useful life in years	5 years
Office Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Average number of useful life in years	5 years

Schedule of Financial Instruments Having Difference Between Carrying Amount and Fair Value (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Investment in direct financing lease, Carrying Amount	$ 7,466	$ 9,233
Note receivable from APM, Carrying Amount	4,831	4,819
Debt, Carrying Amount	(1,205,000)	(1,111,545)
Investment in direct financing lease, Fair Value	8,609	10,852
Note receivable from APM, Fair Value	9,006	8,678
Debt, Fair Value	$ (1,179,375)	$ (1,152,550)

Carrying amount of long-term debt, net of unamortized discount or premium, including current and noncurrent amounts. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

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For an unclassified balance sheet, amounts due from parties associated with the reporting entity as evidenced by a written promise to pay.

+ References+ Details

Goodwill - Additional Information (Detail) (USD $)	12 Months Ended		3 Months Ended
Goodwill - Additional Information (Detail) (USD $)	Dec. 31, 2013	Dec. 31, 2012	Sep. 30, 2013 Idaho Correctional Center	Jun. 30, 2013 Wilkinson County Correctional Facility	Dec. 31, 2013 Bay Correction Facility in Florida
Goodwill and Intangible Assets Disclosure [Line Items]
Establishment of goodwill	This goodwill was established in connection with the acquisition of Correctional Alternatives Inc. ("CAI") during the third quarter of 2013, as further described in Note 5, and the acquisitions of two service companies during 2000.
Goodwill	$ 16,110,000	$ 11,158,000
Asset impairment charges	6,513,000		1,000,000	2,600,000	1,100,000
Goodwill impairment charges				800,000
Other assets impairment charges				$ 1,800,000

Property and Equipment - Additional Information (Detail) (USD $)	12 Months Ended										1 Months Ended
	Dec. 31, 2013 Facility Building Property	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2009	Dec. 31, 2013 Facility one	Dec. 31, 2013 Facility two	Dec. 31, 2013 Elizabeth Detention Center	Dec. 31, 2013 San Diego Correctional Facility	Dec. 31, 2009 Wheeler County Development Authority Y	Dec. 31, 2009 Douglas-Coffee County Industrial Authority Y	Jun. 30, 2013 Development Authority Of Telfair County Y
Number of real estate properties owned	55
Number of correctional and detention facilities	53
Number of real estate properties leased	4
Number of vacant real estate properties	1
Number of corporate office buildings	2
Number of correctional and detention facilities owned by government agencies	16
Interest capitalization cost on construction in progress	$ 800,000	$ 1,100,000	$ 1,600,000
Depreciation expense	112,800,000	113,200,000	107,800,000
Number of facilities subject to options	11
Number of facilities subject to options that are constructed on land which is leased from governmental agencies	2
Number of facilities also subject to purchase option	1
Ground Lease expiration year					2015	2017
Operating lease, expire date							June 2015	December 2015
Rental expenses incurred on lease property	5,900,000	4,700,000	6,200,000
Percentage of property tax abatement									50.00%	100.00%	90.00%
Principal amount of bond issued									30,000,000	33,000,000	15,000,000
Number of years of tax abatement									6	5	9
Percentage of property tax abatement, decrease in percentage											10.00%
Purchase price paid for real property in addition to bonds value				$ 100

Property and Equipment (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Land and improvements	$ 127,246	$ 121,209
Buildings and improvements	3,058,748	3,034,019
Equipment and software	316,696	315,391
Office furniture and fixtures	30,969	30,678
Construction in progress	93,187	60,492
Property and equipment, gross	3,626,846	3,561,789
Less: Accumulated depreciation	(1,080,233)	(995,307)
Property, and Equipment, total	$ 2,546,613	$ 2,566,482

Schedule of Future Minimum Lease Payments (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Leases Future Minimum Payments [Line Items]
2014	$ 4,929
2015	2,723
2016
2017
2018
Thereafter

Real Estate Activations, Acquisitions, Developments, and Closures - Additional Information (Detail) (USD $)	12 Months Ended				3 Months Ended								12 Months Ended	1 Months Ended	12 Months Ended	1 Months Ended			1 Months Ended			1 Months Ended
	Dec. 31, 2013 Bed	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Idle Facilities	Dec. 31, 2013 North Georgia Facility	Dec. 31, 2013 Mineral Wells Pre-Parole Transfer Facility Facility	Jun. 30, 2013 Mineral Wells Pre-Parole Transfer Facility Facility	Dec. 31, 2012 Mineral Wells Pre-Parole Transfer Facility	Jun. 30, 2013 Dawson State Jail Facility	Dec. 31, 2013 Marion Adjustment Center Facility Facility	Jun. 30, 2013 Marion Adjustment Center Facility Facility	Dec. 31, 2012 Marion Adjustment Center Facility	Dec. 31, 2013 San Diego Correctional Facility Facility	Sep. 30, 2012 Red Rock Correctional Center RenewalOptions	Dec. 31, 2013 Red Rock Correctional Center Facility	Sep. 30, 2012 Red Rock Correctional Center Through february 2014	Sep. 30, 2012 Red Rock Correctional Center During the first quarter of 2015	Oct. 31, 2013 California City Correctional Center Facility	Oct. 31, 2013 State of California Department of Corrections and Rehabilitation	Dec. 31, 2013	Nov. 30, 2013 Facility	Jul. 31, 2013 Correctional Alternatives, Inc.
Facility Activations Developments And Closures [Line Items]
Consideration paid																						$ 36,500,000
Business acquisition transaction related expenses																						800,000
Purchase price, goodwill	16,110,000	11,158,000																				7,000,000
Purchase price, identifiable intangible assets																						26,900,000
Purchase price, intangible liabilities																						7,900,000
Purchase price, net tangible assets																						17,700,000
Purchase price, deferred tax liabilities																						7,200,000
Number of beds at the facility	86,000					2,103	2,103		2,216	826	826		1,154		1,596			2,304			2,552
Carrying value of idle facilities						17,856,000		19,063,000		13,429,000		13,720,000
Operating Expense	1,220,351,000	1,217,051,000	1,158,269,000	6,800,000
Assets impairment	6,513,000				3,800,000
Lease termination expenses					1,000,000
Lease expiration date													Dec. 31, 2015
Amount invested to acquire property	93,187,000	60,492,000											58,100,000
Expected additional number of offenders to be managed by the company														1,000		500	500
Management contract, initial term														10 years
Management contract, number of renewal options														2
Management contract, renewal option term														5 years
Percentage of guaranteed occupancy under management contract														90.00%
Management contract term facility will revert to the state of Arizona														20 years
Capital improvements for certain physical plant modifications	30,376,000	77,233,000	89,008,000												18,500,000
Expected capital improvements cost for certain physical plant modifications															2,000,000
Maximum number of useful life in years															20 years
Lease agreement commencing date																			Dec. 01, 2013
Lease term																			3 years
Renewal options term																			2 years
Annual rent																			28,500,000
Rent increase percentage																			2.00%
Tenant improvements expenses																			10,000,000
Reimbursement period for additional improvements in excess of tenant improvements provided																			15 years
Total cost of the project																				$ 140,000,000

Idled Facilities and Respective Carrying Values Excluding Equipment and Other Assets (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Facility	Jun. 30, 2013 Facility	Dec. 31, 2012
Facility Activations Developments And Closures [Line Items]
Design Capacity	86,000
Shelby Training Center
Facility Activations Developments And Closures [Line Items]
Design Capacity	200
Date Idled	2008
Net Carrying Value	$ 751		$ 1,155
Queensgate Correctional Facility
Facility Activations Developments And Closures [Line Items]
Design Capacity	850
Date Idled	2009
Net Carrying Value	11,808		12,073
Prairie Correctional Facility
Facility Activations Developments And Closures [Line Items]
Design Capacity	1,600
Date Idled	2010
Net Carrying Value	19,366		20,503
Huerfano County Correctional Center
Facility Activations Developments And Closures [Line Items]
Design Capacity	752
Date Idled	2010
Net Carrying Value	19,800		20,603
Diamondback Correctional Facility
Facility Activations Developments And Closures [Line Items]
Design Capacity	2,160
Date Idled	2010
Net Carrying Value	44,223		45,475
Otter Creek Correctional Center
Facility Activations Developments And Closures [Line Items]
Design Capacity	656
Date Idled	2012
Net Carrying Value	24,805		25,685
Houston Educational Facility
Facility Activations Developments And Closures [Line Items]
Date Idled	2012
Net Carrying Value	6,473		6,657
Mineral Wells Pre-Parole Transfer Facility
Facility Activations Developments And Closures [Line Items]
Design Capacity	2,103	2,103
Date Idled	2013
Net Carrying Value	17,856		19,063
Marion Adjustment Center Facility
Facility Activations Developments And Closures [Line Items]
Design Capacity	826	826
Date Idled	2013
Net Carrying Value	13,429		13,720
Total Idle Facilities
Facility Activations Developments And Closures [Line Items]
Design Capacity	9,147
Net Carrying Value	$ 158,511		$ 164,934

Investment in Affiliate - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013 Y	Dec. 31, 2012	Dec. 31, 2011
Investments in and Advances to Affiliates [Line Items]
Ownership interest in APM	50.00%
Duration of prison management contract with an agency of the United Kingdom government	25
Working capital loan to APM	$ 4,800,000
Equity earnings (losses) of joint venture	78,000	323,000	(134,000)
Other Assets
Investments in and Advances to Affiliates [Line Items]
Equity in net deficit of Affiliate	$ 600,000	$ 600,000

This item represents the entity's proportionate share for the period of the net income (loss) of its investee (such as unconsolidated subsidiaries and joint ventures) to which the equity method of accounting is applied. This item includes income or expense related to stock-based compensation based on the investor's grant of stock to employees of an equity method investee.

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Investment in Direct Financing Lease (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Schedule of Finance Lease Obligations [Line Items]
2014	$ 2,793
2015	2,793
2016	2,793
2017	694
2018
Total minimum obligation	9,073
Less unearned interest income	(1,607)
Less current portion of direct financing lease	(1,993)
Investment in direct financing lease	$ 5,473

Schedule of Other Assets (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Schedule of Other Assets [Line Items]
Debt issuance costs, less accumulated amortization of $2,311 and $4,987, respectively	$ 17,336	$ 11,568
Intangible lease value	25,567
Deferred leasing costs	9,305
Notes receivable, net	6,987	4,175
Cash equivalents and cash surrender value of life insurance held in Rabbi trust	15,811	12,559
Deposits	2,037	1,982
Straight-line rent receivable	133
Other	652	417
Other assets, total	$ 77,828	$ 30,701

Schedule of Accounts Payable and Accrued Expenses (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accounts Payable and Accrued Liabilities [Line Items]
Trade accounts payable	$ 58,200	$ 45,805
Accrued salaries and wages	58,810	42,345
Accrued dividends	56,306	452
Accrued workers' compensation and auto liability	8,409	8,455
Accrued litigation	6,170	8,643
Accrued employee medical insurance	9,658	10,480
Accrued property taxes	24,721	24,399
Accrued interest	6,331	3,509
Other	23,672	20,441
Accounts payable and accrued expenses, total	$ 252,277	$ 164,529

Accounts Payable and Accrued Expenses - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Accounts Payable and Accrued Liabilities [Line Items]
Workers' compensation and auto liability	$ 24.1	$ 23.5
Workers' compensation discount rate	3.00%	3.00%
Workers compensation and auto liability, undiscounted basis	$ 27.1	$ 26.3

Schedule of Debt Outstanding (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Long-term debt	$ 1,205,000	$ 1,111,545
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt	530,000	655,000
Senior Notes 4.625% Due 2023
Debt Instrument [Line Items]
Long-term debt	350,000
Senior Notes 4.125% Due 2020
Debt Instrument [Line Items]
Long-term debt	325,000
Senior Notes 7.75% Due 2017
Debt Instrument [Line Items]
Long-term debt		$ 456,545

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Schedule of Debt Outstanding (Parenthetical) (Detail)	12 Months Ended
Schedule of Debt Outstanding (Parenthetical) (Detail)	Dec. 31, 2013	Dec. 31, 2012
Revolving Credit Facility
Debt Instrument [Line Items]
Revolving Credit Facility maturity date	Dec. 31, 2017
Weighted average rate	1.70%	1.70%
Senior Notes interest payable dates	interest payable periodically at variable interest rates.
Senior Notes 4.625% Due 2023
Debt Instrument [Line Items]
Interest rate stated percentage of Senior Notes	4.625%
Note maturity date	May 01, 2023
Senior Notes interest payable dates	interest payable semi-annually in May and November at 4.625%.
Senior Notes 4.125% Due 2020
Debt Instrument [Line Items]
Interest rate stated percentage of Senior Notes	4.125%
Note maturity date	Apr. 01, 2020
Senior Notes interest payable dates	interest payable semi-annually in April and October at 4.125%.
Senior Notes 7.75% Due 2017
Debt Instrument [Line Items]
Interest rate stated percentage of Senior Notes	7.75%
Note maturity date	Jun. 30, 2017
Senior Notes interest payable dates	interest payable semi-annually in June and December at 7.75%.

Debt - Additional Information (Detail) (USD $)	3 Months Ended	12 Months Ended		1 Months Ended	3 Months Ended		12 Months Ended				3 Months Ended		1 Months Ended	3 Months Ended		12 Months Ended				1 Months Ended	12 Months Ended		12 Months Ended		12 Months Ended		1 Months Ended		1 Months Ended
Debt - Additional Information (Detail) (USD $)	Jun. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Apr. 30, 2013 Dividend Declared	Mar. 31, 2013 Amended Revolving Credit Facility	Mar. 31, 2012 Amended Revolving Credit Facility	Dec. 31, 2013 Amended Revolving Credit Facility	Dec. 31, 2013 Amended Revolving Credit Facility Minimum	Dec. 31, 2013 Amended Revolving Credit Facility Maximum	Mar. 31, 2012 Revolving Credit Facility	Mar. 31, 2012 Senior Notes 6.25% Due 2013	Dec. 31, 2013 Letter of Credit	Jun. 30, 2013 Senior Notes 7.75% Due 2017	Jun. 30, 2013 Senior Notes 7.75% Due 2017	Mar. 31, 2013 Senior Notes 7.75% Due 2017	Dec. 31, 2013 Senior Notes 7.75% Due 2017	Dec. 31, 2013 Senior Notes 7.75% Due 2017 Holders who validly tendered their 7.75% Senior Notes before the early tender deadline on April 3 2013	Dec. 31, 2013 Senior Notes 7.75% Due 2017 Holders who validly tendered on or prior to the early tender deadline	Dec. 31, 2013 Senior Notes 7.75% Due 2017 Holders who validly tendered following the early tender deadline but on or prior to the expiration of the tender offer on April 17, 2013	Apr. 30, 2013 Senior Notes 7.75% Due 2017 Tender Offer	Dec. 31, 2013 Senior Notes	Mar. 21, 2013 Senior Notes	Dec. 31, 2013 Senior Notes 4.125% Due 2020	Apr. 30, 2013 Senior Notes 4.125% Due 2020 Issuance Of Debt	Dec. 31, 2013 Senior Notes 4.625% Due 2023	Apr. 30, 2013 Senior Notes 4.625% Due 2023 Issuance Of Debt	Apr. 30, 2013 Senior Notes Due 2020 Issuance Of Debt	Apr. 04, 2013 Senior Notes Due 2020 Issuance Of Debt	Apr. 30, 2013 Senior Notes Due 2023 Issuance Of Debt	Apr. 04, 2013 Senior Notes Due 2023 Issuance Of Debt
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity					$ 900,000,000	$ 785,000,000	$ 900,000,000			$ 450,000,000
Debt issuance costs, capitalized					2,700,000	6,000,000															12,100,000
Purchase of Senior Notes											335,000,000		149,600,000							315,400,000
Revolving Credit Facility maturity extension period					1 year
Revolving Credit Facility maturity date					2017-12
Line of credit interest on outstanding borrowings							At CCA’s option, interest on outstanding borrowings under the $900.0 Million Revolving Credit Facility is based on either a base rate plus a margin ranging from 0.25% to 1.0% or a London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 1.25% to 2.0% based on CCA’s leverage ratio.
Base rate plus a margin							0.50%	0.25%	1.00%
LIBOR plus a margin							1.50%	1.25%	2.00%
Line of credit facility, aggregate principal amount of additional borrowing							100,000,000
Sublimit swing line loans							30,000,000
Percentage of commitment fee to unfunded balance							0.30%
Borrowings under credit facility							530,000,000					25,000,000
Line of credit facility							345,000,000
Sublimit for issuance of standby letters of credit							50,000,000
Percentage of capital stock of foreign subsidiary secured by pledge under Revolving Credit Facilities							65.00%
Maximum cash tender offer																465,000,000
Early tender deadline date																April 3, 2013
Aggregate principal amount																						675,000,000						325,000,000		350,000,000
Total consideration offered upon tendering of Senior Notes																	1,050	30	20
Principal amount of Senior Notes for which consideration is offered																	1,000	1,000	1,000
Cash tender paid																				315,400,000
Debt instrument redemption percentage of par													103.875%	103.875%										100.00%		100.00%
Amount charged against purchase and redemption of debt															200,000
Costs associated with tender offer and redemption	36,300,000													36,300,000
Debt instrument due date																Jun. 30, 2017							Apr. 01, 2020		May 01, 2023		Apr. 01, 2020		May 01, 2023
Debt instrument interest rate																7.75%							4.125%		4.625%		4.125%		4.625%
Payment for dividend		299,434,000	59,768,000	135,000,000
Net proceeds from senior notes, percentage of REIT required distribution to be funded																					20.00%
Percentage of Senior Notes offer price in connection with an asset sale		100.00%
Percentage of Senior Notes offer price in connection with change in control		101.00%
Revolving Credit Facility letters of credit outstanding		$ 25,000,000	$ 26,000,000

Schedule of Principal Payments (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
2014
2015
2016
2017	530,000
2018
Thereafter	675,000
Total debt	$ 1,205,000	$ 1,111,545

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Income Taxes - Additional Information (Detail) (USD $)	3 Months Ended	12 Months Ended
Income Taxes - Additional Information (Detail) (USD $)	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Taxes [Line Items]
Minimum distribution Percentage of Taxable Income to avoid Federal Income Taxes		100.00%
Current income tax expense			$ 100,000	$ 900,000
Tax benefits associated with equity-based compensation		351,000	2,609,000	1,845,000
Effective tax rate		(79.60%)	35.80%	37.20%
Net deferred tax benefit	$ 137,700,000	$ (151,037,000)	$ 5,761,000	$ 19,321,000
Minimum
Income Taxes [Line Items]
Minimum Distribution Percentage of Taxable Income to Qualify for Real Estate Investment Trust		90.00%

Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.

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Components of Income Tax (Benefit) Expense (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Expenses [Line Items]
Current income tax (benefit) expense, Federal		$ 13,674	$ 75,867	$ 70,379
Current income tax (benefit) expense, State		2,368	5,885	6,466
Current income tax (benefit) expense, Total		16,042	81,752	76,845
Deferred income tax (benefit) expense, Federal		(144,771)	8,576	17,167
Deferred income tax (benefit) expense, State		(6,266)	(2,815)	2,154
Deferred income tax (benefit) expense, Total	137,700	(151,037)	5,761	19,321
Income tax (benefit) expense		$ (134,995)	$ 87,513	$ 96,166

Amount of current federal tax expense (benefit) pertaining to income (loss) from continuing operations.

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Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations.

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Amount of current state and local tax expense (benefit) pertaining to income (loss) from continuing operations.

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Amount of deferred federal income tax expense (benefit) pertaining to income (loss) from continuing operations.

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Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.

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Discontinued Operations [Line Items]

Amount of deferred state and local tax expense (benefit) pertaining to income (loss) from continuing operations.

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Components of Deferred Tax Assets and Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Deferred Income Tax Assets And Liabilities [Line Items]
Asset reserves and liabilities not yet deductible for tax	$ 11,284	$ 12,198
Net current deferred tax assets	11,284	12,198
Current deferred tax liabilities, Other	(2,043)	(4,176)
Net total current deferred tax assets	9,241	8,022
Asset reserves and liabilities not yet deductible for tax	17,372	24,392
Tax over book basis of certain assets	897	13,994
Net operating loss and tax credit carryforwards	4,575	8,843
Intangible contract value	3,024
Noncurrent deferred tax assets, Other	705	261
Total noncurrent deferred tax assets	26,573	47,490
Less valuation allowance	(4,497)	(2,655)
Net noncurrent deferred tax assets	22,076	44,835
Book over tax basis of certain assets	(9,067)	(184,334)
Intangible lease value	(9,894)
Deferred tax liabilities, other	(37)	(27)
Total noncurrent deferred tax liabilities	(18,998)	(184,361)
Non-current deferred tax assets	$ 3,078	$ (139,526)

Reconciliation of Income Tax Provision at Statutory Income Tax Rate and Effective Tax Rate (Detail)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Reconciliation of Provision of Income Taxes [Line Items]
Statutory federal rate	35.00%	35.00%	35.00%
Dividends paid deduction	(30.70%)
State taxes, net of federal tax benefit	1.10%	1.00%	2.60%
Permanent differences	3.00%	0.70%	0.50%
Impact of REIT election	(87.00%)
Other items, net	(1.00%)	(0.90%)	(0.90%)
Effective income tax rate, Total	(79.60%)	35.80%	37.20%

Summarized Results of Operations for Discontinued Facilities (Detail) (USD $)
In Thousands, unless otherwise specified

3 Months Ended

12 Months Ended

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Mar. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Managed-only, Revenue

$ 19,984

$ 36,421

$ 46,808

Discontinued operations - revenue

8,976

9,001

9,184

9,126

8,969

8,949

19,984

36,421

46,808

Managed-only, Expenses

22,529

35,994

45,131

Depreciation and amortization, Expenses

799

870

1,363

Disposal Group, Including Discontinued Operation, Operating Expense, Total

2,637

25,965

36,864

46,494

OPERATING (LOSS) INCOME

4,359

560

(217)

(155)

240

(93)

(5,981)

(443)

314

Other (expense) income

(17)

(LOSS) INCOME BEFORE INCOME TAXES

(5,998)

(347)

315

(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAXES

2,241

142

(135)

$ (663)

^[1]

$ (2,739)

^[1]

$ (355)

^[1]

$ 150

^[1]

$ 99

^[1]

$ (150)

^[1]

$ (304)

^[1]

$ (3,757)

$ (205)

$ 180

[1]

Consolidated Balance Sheets of Discontinued Operations (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Discontinued Operations [Line Items]
Cash and cash equivalents	$ 10	$ 93
Accounts receivable		5,680
Prepaid expenses and other current assets	5	676
Total current assets	15	6,449
Property and equipment, net		2,309
Goodwill		831
Other assets		30
Total assets	15	9,619
Accounts payable and accrued expenses	886	1,827
Total current liabilities	$ 886	$ 1,827

Declared Common Stock Dividends (Detail) (USD $)

12 Months Ended

Dec. 31, 2013

Dividend Payment 1st

May 11, 2012

Jun. 08, 2012

Jun. 22, 2012

$ 0.200000

^[1]

Total Per Share

$ 0.20

Dividend Payment 2nd

Aug. 20, 2012

Sep. 14, 2012

Sep. 28, 2012

$ 0.200000

^[1]

Total Per Share

$ 0.20

Dividend Payment 3rd

Nov. 06, 2012

Nov. 30, 2012

Dec. 14, 2012

$ 0.200000

^[1]

Total Per Share

$ 0.20

Dividend Payment 4th

Feb. 22, 2013

Apr. 03, 2013

Apr. 15, 2013

$ 0.346119

$ 0.183881

$ 0.53

Dividend Payment 5th

May 16, 2013

Jul. 03, 2013

Jul. 15, 2013

$ 0.313466

$ 0.166534

$ 0.48

Dividend Payment 6th

Aug. 16, 2013

Oct. 02, 2013

Oct. 15, 2013

$ 0.313466

$ 0.166534

$ 0.48

Dividend Payment 7th

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Dec. 12, 2013

Jan. 02, 2014

Jan. 15, 2014

^[2]

^[2]

$ 0.48

[1]	The amount constitutes a "Qualified Dividend", as defined by the Internal Revenue Service.
[2]	Taxable in 2014.

Stockholders Equity - Additional Information (Detail) (USD $)	12 Months Ended				12 Months Ended						1 Months Ended			12 Months Ended		1 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended					1 Months Ended	12 Months Ended						1 Months Ended		12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	May 09, 2013	Dec. 31, 2013 Ordinary Income	Dec. 31, 2013 Return of Capital	Dec. 31, 2013 2008 Stock Incentive Plan	Dec. 31, 2011 2008 Stock Incentive Plan	Dec. 31, 2013 Non-Employee Directors' Compensation Plan	Dec. 31, 2003 Non-Employee Directors' Compensation Plan	Apr. 08, 2013 Dividend Declared	May 20, 2013 Special Dividend	Apr. 30, 2013 Special Dividend	Dec. 31, 2013 Stock Option	Dec. 31, 2013 Minimum Stock Option	Apr. 30, 2013 Maximum Dividend Declared	Dec. 31, 2013 Maximum Stock Option	May 20, 2013 Restricted stock based compensation	Dec. 31, 2013 Restricted stock based compensation	Dec. 31, 2012 Restricted stock based compensation	Dec. 31, 2011 Restricted stock based compensation	Dec. 31, 2013 Restricted stock based compensation Officers And Executive Officers	Dec. 31, 2013 Restricted stock based compensation Other Employees	May 20, 2013 Restricted stock based compensation Employees And Non Employee Directors	Dec. 31, 2013 Restricted stock based compensation Operating Expense	Dec. 31, 2012 Restricted stock based compensation Operating Expense	Dec. 31, 2011 Restricted stock based compensation Operating Expense	Dec. 31, 2013 Restricted stock based compensation General and Administrative Expense	Dec. 31, 2012 Restricted stock based compensation General and Administrative Expense	Dec. 31, 2011 Restricted stock based compensation General and Administrative Expense	May 20, 2013 Restricted Stock And Units	May 20, 2013 Restricted Stock Units (RSUs)	Dec. 31, 2013 Stock options Person	Dec. 31, 2013 Stock options General and Administrative Expense	Dec. 31, 2012 Stock options General and Administrative Expense	Dec. 31, 2011 Stock options General and Administrative Expense
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Dividend declared											$ 675,000,000
Dividend declared per share					$ 6.647357	$ 0.012643					$ 6.66
Dividend declared payment date											May 20, 2013
Dividend declared record date											Apr. 19, 2013
Dividend declared, maximum percentage of cash dividend																20.00%
Dividend declared, cash																135,000,000
Number of shares of CCA common stock distributed pursuant to the special dividend												13,900,000	13,900,000
Closing price of common stock				$ 38.90
Restricted common stock and common stock units and stock options issued by CCA to certain of its employees																			423,000	349,000				139,000	45,000	59,000		378,000	290,000
Fair value of restricted common stock and common stock units and stock options issued by CCA to certain of its employees																			15,600,000	9,200,000
Special dividend on common stock																		2,800,000													6,100,000	3,300,000
Vesting period															3 years		4 years					3 years
Performance criteria, cumulative period																						3 years
Percent of awards eligible to vest																						33.33%
Vesting period, continuous service requirement																							3 years
Unrecognized compensation cost														2,600,000					13,100,000
Remaining period for recognizing the unrecognized compensation cost, in years														1 year 6 months					1 year 10 months 24 days
Allocated share-based compensation expense																			9,800,000	7,600,000	6,100,000				1,200,000	1,200,000	1,100,000	8,600,000	6,400,000	5,000,000
Total fair value of restricted common stock and common stock units that vested																			10,500,000	5,400,000	6,100,000
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares par value	$ 0.01	$ 0.01
Term of options														10 years
Expense net of estimated forfeitures, relating to common stock options																																		3,100,000	4,700,000	4,200,000
Adjustment factor that resulted in the increase of number of share																																	1.175
Number of employees and non-employee directors affected by the adjustment factor																																	49
Incremental Options awarded as a result of the adjustment factor																																	500,000
Total intrinsic value of options exercised	$ 36,900,000	$ 5,500,000	$ 4,500,000
Weighted average fair value of options granted per option		$ 7.50	$ 9.66
Number of shares authorized for issuance of awards								18,000,000		225,000
Number of shares available for issuance							12,300,000		200,000

Summary of Nonvested Restricted Common Stock Transactions (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Nonvested at December 31, 2012	1,321
Number of options, Granted
Number of options, Special dividend	133
Number of options, Cancelled	(133)
Number of options, Vested	(642)
Number of options, Nonvested at December 31, 2013	679
Weighted average grant date fair value, Nonvested at December 31, 2012	$ 7.91
Weighted average grant date fair value, Granted
Weighted average grant date fair value, Special dividend
Weighted average grant date fair value, Cancelled	$ 7.23
Weighted average grant date fair value, Vested	$ 7.51
Weighted average grant date fair value, Nonvested at December 31, 2013	$ 6.88
Restricted stock based compensation
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options, Nonvested at December 31, 2012	780
Number of options, Granted	423
Number of options, Special dividend	139
Number of options, Cancelled	(99)
Number of options, Vested	(431)
Number of options, Nonvested at December 31, 2013	812
Weighted average grant date fair value, Nonvested at December 31, 2012	$ 24.59
Weighted average grant date fair value, Granted	$ 36.87
Weighted average grant date fair value, Special dividend	$ 38.90
Weighted average grant date fair value, Cancelled	$ 30.92
Weighted average grant date fair value, Vested	$ 24.31
Weighted average grant date fair value, Nonvested at December 31, 2013	$ 32.81

Summary of Stock Option Transactions Relating to Non-Qualified Stock Option Plans (Detail) (Nonvested Stock Option, USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Number of Shares
No. of options, Outstanding at December 31, 2012	4,047
No. of options, Granted
Special dividend adjustment	519
No. of options, Exercised	(1,830)
No. of options, Cancelled	(134)
No. of options, Outstanding at December 31, 2013	2,602
No. of options, Exercisable at December 31, 2013	1,923
Weighted-Average Exercise Price per Share
Weighted-Average Exercise Price of options, Outstanding at December 31, 2012	$ 20.61
Weighted-Average Exercise Price of options, Granted
Weighted-Average Exercise Price of options, Exercised	$ 16.48
Weighted-Average Exercise Price of options, Cancelled	$ 22.33
Weighted-Average Exercise Price of options, Outstanding at December 31, 2013	$ 19.31
Weighted-Average Exercise Price of options, Exercisable at December 31, 2013	$ 18.47
Weighted Average Remaining Contractual Term (in years)
Outstanding at December 31, 2013	5 years 9 months 18 days
Exercisable at December 31, 2013	5 years 1 month 6 days
Aggregate Intrinsic Value
Outstanding at December 31, 2013	$ 33,197
Exercisable at December 31, 2013	$ 26,141
Special Dividend
Weighted-Average Exercise Price per Share
Weighted-Average Exercise Price of options, Special dividend adjustment

Schedule of Estimated Fair Value of Option Grant Using Black-Scholes Option Pricing Model (Detail)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule of Weighted Average Fair Values of Stock Options [Line Items]
Expected dividend yield		3.00%	0.00%
Expected stock price volatility		42.20%	42.10%
Risk-free interest rate		1.00%	2.10%
Expected life of options		5 years	5 years

Schedule of Calculation of Numerator and Denominator in Earnings Per Share (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

12 Months Ended

Dec. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Mar. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

(Loss) income from discontinued operations, net of taxes

$ 304,592

$ 156,966

$ 162,330

(663)

^[1]

(2,739)

^[1]

(355)

^[1]

150

^[1]

(150)

^[1]

(304)

^[1]

(3,757)

(205)

180

Weighted average shares and assumed conversions

47,471

^[1]

51,843

^[1]

20,429

^[1]

181,092

^[1]

45,408

42,339

37,334

31,680

300,835

156,761

162,510

111,250

100,623

105,535

(Loss) income from discontinued operations, net of taxes

$ 2.77

$ 1.58

$ 1.55

$ (0.03)

$ 0.41

^[2]

$ 0.45

^[2]

$ 0.19

^[2]

$ 1.81

^[2]

$ 0.46

$ 0.42

$ 0.37

$ 0.32

$ 2.74

$ 1.58

$ 1.55

(Loss) income from discontinued operations, net of taxes

$ 2.73

$ 1.56

$ 1.54

$ (0.03)

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

$ 0.41

^[2]

$ 0.44

^[2]

$ 0.19

^[2]

$ 1.78

^[2]

$ 0.45

$ 0.42

$ 0.37

$ 0.32

$ 2.70

$ 1.56

$ 1.54

Basic Earnings Per Share

(Loss) income from discontinued operations, net of taxes

304,592

156,966

162,330

(3,757)

(205)

180

Weighted average common shares outstanding, basic

300,835

156,761

162,510

109,617

99,545

104,736

Diluted Earnings Per Share

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

(Loss) income from discontinued operations, net of taxes

304,592

156,966

162,330

(3,757)

(205)

180

Weighted average common shares outstanding, diluted

$ 300,835

$ 156,761

$ 162,510

109,617

99,545

104,736

Stock options

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Effect of dilutive securities

1,279

864

603

Restricted stock based compensation

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Effect of dilutive securities

354

214

196

[1]

[2]

Earnings Per Share - Additional Information (Detail)	12 Months Ended			1 Months Ended
Earnings Per Share - Additional Information (Detail)	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	May 20, 2013 Special Dividend	Apr. 30, 2013 Special Dividend
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares of CCA common stock distributed pursuant to the special dividend				13,900,000	13,900,000
Stock options excluded from computation of earnings per share because they were anti-dilutive	15,000	700,000	1,600,000

Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.

+ References+ Details

Commitments and Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Y D Bed	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Executive Officer	Dec. 31, 2013 Non Employee Directors	Dec. 31, 2013 Prior to January One Twenty Twelve After Two Years Of Service	Dec. 31, 2013 Prior to January One Twenty Twelve After Three Years Of Service	Dec. 31, 2013 Prior to January One Twenty Twelve After Four Years Of Service	Dec. 31, 2013 Prior to January One Twenty Twelve After Five Or More Years Of Service	Dec. 31, 2013 Hardeman County Correctional Facilities Corporation	Dec. 31, 1997 Hardeman County Correctional Facilities Corporation Facility
Loss Contingencies [Line Items]
Number of pending legal proceedings that would have an effect on consolidated financial position, results of operations, or cash flows	0
Issuance of revenue bonds											$ 72.7
Number of beds at the facility	86,000										2,016
Outstanding principal balance of revenue bonds										23.9
Outstanding principal balance of the bonds exceeded the purchase price option										8.4
Minimum age limit for participating in the Savings and Retirement Plan, years	18
Minimum qualified service required to participate in the Savings and Retirement Plan, years	1
Eligible employee contribution on eligible compensation	90.00%
Employer discretionary matching contribution equal to employee contribution	100.00%	100.00%	100.00%
Maximum percentage of employer discretionary matching contribution of employee eligible compensation	5.00%	5.00%	5.00%
Minimum number of hours of employment in the plan year for discretionary matching contribution	One thousand hours
Vested percentage of employer contributions and investment earnings or losses						20.00%	40.00%	80.00%	100.00%
Discretionary contribution plan forfeitures, net	11.8	11.1	9.2
Number of qualified deferred compensation plans	2
Contribution as percentage of salary				50.00%
Contribution as percentage of cash bonus				100.00%
Contribution as percentage of retainer and meeting fees					100.00%
Total cash compensation under Deferred Compensation Plans	5.00%	5.00%	5.00%
Time period when distributions are paid, minimum years subsequent to the date an individual becomes a participant in the Plan	5
Distributions to senior executives commencement period, days after participant's separation from service	60
Distributions to senior executives commencement period, time period	The fifteenth day of the month following the month the individual attains age 65.
Percentage of fixed return form Deferred Compensation Plans to participants	5.60%	5.90%	6.00%
Deferred Compensation Plans assets	15.8	12.6
Matching contributions as general and administrative expense associated with the Deferred Compensation Plans	0.2	0.5	0.3
Deferred Compensation Plans liability	$ 16.4	$ 15.6

Segment Reporting - Additional Information (Detail)	12 Months Ended
Segment Reporting - Additional Information (Detail)	Dec. 31, 2013 Facility Segment Property
Segment Reporting Information [Line Items]
Number of facilities owned and managed	49
Number of facilities owned by government partners, managed	16
Number of reporting segments	2
Number of facilities leased to third party operators	4
Number of leased facilities idled	1

Schedule of Revenue and Facility Net Operating Income of Reportable Segments and Reconciliation to CCA's Operating Income (Detail) (USD $)
In Thousands, unless otherwise specified

3 Months Ended

12 Months Ended

Dec. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Mar. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

General and administrative expense

Total management revenue

$ 1,687,809

$ 1,718,382

$ 1,682,386

Total operating expenses

1,203,541

1,199,358

1,142,349

Rental and other revenue

6,488

5,275

6,419

Other operating expense

(16,810)

(17,693)

(15,920)

(103,590)

(88,935)

(91,227)

(112,692)

(113,063)

(107,568)

(6,513)

56,019

^[1]

67,271

^[1]

67,969

^[1]

59,892

^[1]

80,299

^[1]

79,733

^[1]

75,125

^[1]

69,451

^[1]

251,151

304,608

331,741

Owned and managed

Total management revenue

1,386,355

1,418,783

1,386,470

Total operating expenses

941,638

935,680

884,987

444,717

483,103

501,483

Managed-only

Total management revenue

301,454

299,599

295,916

Total operating expenses

261,903

263,678

257,362

39,551

35,921

38,554

Facility

Condensed Financial Statements, Captions [Line Items]

$ 484,268

$ 519,024

$ 540,037

[1]

Schedule of Assets for Reportable Segments (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information [Line Items]
Total assets	$ 3,007,425	$ 2,974,742
Owned and managed
Segment Reporting Information [Line Items]
Total assets	2,694,293	2,654,791
Managed-only
Segment Reporting Information [Line Items]
Total assets	81,551	109,572
Corporate and Other
Segment Reporting Information [Line Items]
Total assets	231,566	200,760
Discontinued Operations
Segment Reporting Information [Line Items]
Total assets	$ 15	$ 9,619

Subsequent Events - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended		1 Months Ended
	Dec. 31, 2013 Restricted stock based compensation	Dec. 31, 2012 Restricted stock based compensation	Feb. 20, 2014 Dividend Declared	Feb. 27, 2014 Performance Shares Issued To Officers Restricted stock based compensation	Feb. 27, 2014 Performance Shares Issued To Officers Restricted stock based compensation Other Employees	Feb. 27, 2014 Performance Shares Issued To Officers Restricted Stock Units (RSUs) Officers and executive officers
Subsequent Event [Line Items]
Number of shares issued	423,000	349,000		500,000	200,000	300,000
Aggregate value of shares issued				$ 16.9
Vesting period						3 years
Percent of awards eligible to vest						33.33%
Performance criteria, cumulative period						3 years
Dividend declared per common share			$ 0.51
Dividend payable date			Apr. 15, 2014
Dividend declared, record date			Apr. 02, 2014

Condensed Consolidating Balance Sheet (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 77,909	$ 62,804
Accounts receivable, net of allowance	244,957	247,084
Current deferred tax assets	9,241	8,022
Prepaid expenses and other current assets	20,612	26,383
Current assets of discontinued operations	15	6,449
Total current assets	352,734	350,742
Property and equipment, net	2,546,613	2,566,482
Restricted cash	5,589	5,022
Investment in direct financing lease	5,473	7,467
Goodwill	16,110	11,158
Non-current deferred tax assets	3,078
Other assets	77,828	30,701
Non-current assets of discontinued operations		3,170
Total assets	3,007,425	2,974,742
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses	252,277	164,529
Income taxes payable	1,243	102
Current liabilities of discontinued operations	886	1,827
Total current liabilities	254,406	166,458
Long-term debt	1,205,000	1,111,545
Deferred tax liabilities		139,526
Other liabilities	45,512	35,593
Total liabilities	1,504,918	1,453,122
Total stockholders' equity	1,502,507	1,521,620	1,408,022	1,470,871
Total liabilities and stockholders' equity	3,007,425	2,974,742
Parent
ASSETS
Cash and cash equivalents	31,647
Accounts receivable, net of allowance	203,018	136,128
Current deferred tax assets	2	137
Prepaid expenses and other current assets	7,580	1,766
Total current assets	242,247	138,031
Property and equipment, net	2,450,028	2,462,917
Restricted cash	1,016
Investment in direct financing lease	5,473	7,467
Other assets	245,028	191,502
Total assets	2,943,792	2,799,917
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses	234,277	28,061
Total current liabilities	234,277	28,061
Long-term debt	1,205,000	1,111,545
Deferred tax liabilities	555	138,691
Other liabilities	1,453
Total liabilities	1,441,285	1,278,297
Total stockholders' equity	1,502,507	1,521,620
Total liabilities and stockholders' equity	2,943,792	2,799,917
Combined Subsidiary Guarantors
ASSETS
Cash and cash equivalents	46,262	62,804
Accounts receivable, net of allowance	178,894	249,512
Current deferred tax assets	9,239	7,885
Prepaid expenses and other current assets	22,856	34,499
Current assets of discontinued operations	15	6,449
Total current assets	257,266	361,149
Property and equipment, net	96,585	103,565
Restricted cash	4,573	5,022
Goodwill	16,110	11,158
Non-current deferred tax assets	3,633
Other assets	45,149	114,922
Non-current assets of discontinued operations		3,170
Total assets	423,316	598,986
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses	164,745	284,871
Income taxes payable	1,243	102
Current liabilities of discontinued operations	886	1,827
Total current liabilities	166,874	286,800
Long-term debt	115,000	100,000
Deferred tax liabilities		835
Other liabilities	44,059	35,593
Total liabilities	325,933	423,228
Total stockholders' equity	97,383	175,758
Total liabilities and stockholders' equity	423,316	598,986
Consolidating Adjustments and Other
ASSETS
Accounts receivable, net of allowance	(136,955)	(138,556)
Prepaid expenses and other current assets	(9,824)	(9,882)
Total current assets	(146,779)	(148,438)
Non-current deferred tax assets	(555)
Other assets	(212,349)	(275,723)
Total assets	(359,683)	(424,161)
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses	(146,745)	(148,403)
Total current liabilities	(146,745)	(148,403)
Long-term debt	(115,000)	(100,000)
Deferred tax liabilities	(555)
Total liabilities	(262,300)	(248,403)
Total stockholders' equity	(97,383)	(175,758)
Total liabilities and stockholders' equity	$ (359,683)	$ (424,161)

Condensed Consolidating Statement of Operations (Detail) (USD $)
In Thousands, unless otherwise specified

3 Months Ended

12 Months Ended

Dec. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Mar. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

$ 431,103

^[1]

$ 421,466

^[1]

$ 425,005

^[1]

$ 416,723

^[1]

$ 427,677

^[1]

$ 435,727

^[1]

$ 433,897

^[1]

$ 426,356

^[1]

$ 1,694,297

$ 1,723,657

$ 1,688,805

EXPENSES:

1,220,351

1,217,051

1,158,269

103,590

88,935

91,227

112,692

113,063

107,568

6,513

1,443,146

1,419,049

1,357,064

56,019

^[1]

67,271

^[1]

67,969

^[1]

59,892

^[1]

80,299

^[1]

79,733

^[1]

75,125

^[1]

69,451

^[1]

251,151

304,608

331,741

Expenses associated with debt refinancing transactions

45,126

58,363

72,940

36,528

2,099

(100)

(333)

305

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

81,554

60,129

73,245

169,597

244,479

258,496

134,995

(87,513)

(96,166)

Loss from discontinued operations, net of taxes

304,592

156,966

162,330

(663)

^[1]

(2,739)

^[1]

(355)

^[1]

150

^[1]

(150)

^[1]

(304)

^[1]

(3,757)

(205)

180

Condensed Financial Statements, Captions [Line Items]

47,471

^[1]

51,843

^[1]

20,429

^[1]

181,092

^[1]

45,408

42,339

37,334

31,680

300,835

156,761

162,510

Parent

1,268,763

1,411,277

EXPENSES:

945,750

943,803

31,290

70,792

76,112

74,452

1,053,152

1,089,047

215,611

322,230

Expenses associated with debt refinancing transactions

38,319

57,174

28,563

2,099

(45)

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

66,837

59,289

148,774

262,941

143,590

(93,870)

Income from equity in subsidiaries

292,364

169,071

8,471

(12,310)

Condensed Financial Statements, Captions [Line Items]

300,835

156,761

Combined Subsidiary Guarantors

1,351,695

329,971

EXPENSES:

1,200,762

290,839

72,300

18,143

36,580

38,611

6,513

1,316,155

347,593

35,540

(17,622)

Expenses associated with debt refinancing transactions

6,807

1,189

7,965

(26)

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

14,795

1,163

20,745

(18,785)

(8,595)

6,357

Loss from discontinued operations, net of taxes

12,150

(12,428)

(3,757)

(205)

Condensed Financial Statements, Captions [Line Items]

8,393

(12,633)

Consolidating Adjustments and Other

(926,161)

(17,591)

EXPENSES:

(926,161)

(17,591)

(926,161)

(17,591)

(78)

(323)

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

(78)

(323)

323

Income from equity in subsidiaries

323

(8,471)

12,310

$ (8,393)

$ 12,633

[1]

Condensed Consolidating Statement of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities	$ 369,504	$ 283,256	$ 351,076
Net cash used in investing activities	(125,512)	(79,920)	(172,039)
Net cash used in financing activities	(228,970)	(196,271)	(148,714)
Net increase (decrease) in cash and cash equivalents	15,022	7,065	30,323
CASH AND CASH EQUIVALENTS, beginning of year	62,897	55,832	25,509
CASH AND CASH EQUIVALENTS, end of year	77,919	62,897	55,832
Parent
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities	211,247	260,602
Net cash used in investing activities	(83,895)	(42,378)
Net cash used in financing activities	(95,705)	(218,224)
Net increase (decrease) in cash and cash equivalents	31,647
CASH AND CASH EQUIVALENTS, end of year	31,647
Combined Subsidiary Guarantors
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities	158,257	22,654
Net cash used in investing activities	(56,617)	(37,542)
Net cash used in financing activities	(118,265)	21,953
Net increase (decrease) in cash and cash equivalents	(16,625)	7,065
CASH AND CASH EQUIVALENTS, beginning of year	62,897	55,832
CASH AND CASH EQUIVALENTS, end of year	46,272	62,897
Consolidating Adjustments and Other
Condensed Financial Statements, Captions [Line Items]
Net cash used in investing activities	15,000
Net cash used in financing activities	$ (15,000)

Quarterly Financial Information [Line Items]

For the entity and the disposal group, cash includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits are not generally reported as cash and cash equivalents.

+ References+ Details

Schedule of Selected Quarterly Financial Information (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

12 Months Ended

Dec. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Mar. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Revenue

$ 431,103

^[1]

$ 421,466

^[1]

$ 425,005

^[1]

$ 416,723

^[1]

$ 427,677

^[1]

$ 435,727

^[1]

$ 433,897

^[1]

$ 426,356

^[1]

$ 1,694,297

$ 1,723,657

$ 1,688,805

(Loss) income from discontinued operations, net of taxes

56,019

^[1]

67,271

^[1]

67,969

^[1]

59,892

^[1]

80,299

^[1]

79,733

^[1]

75,125

^[1]

69,451

^[1]

251,151

304,608

331,741

(663)

^[1]

(2,739)

^[1]

(355)

^[1]

150

^[1]

(150)

^[1]

(304)

^[1]

(3,757)

(205)

180

Basic earnings per share: Net income

47,471

^[1]

51,843

^[1]

20,429

^[1]

181,092

^[1]

45,408

42,339

37,334

31,680

300,835

156,761

162,510

$ 0.41

^[2]

$ 0.45

^[2]

$ 0.19

^[2]

$ 1.81

^[2]

$ 0.46

$ 0.42

$ 0.37

$ 0.32

$ 2.74

$ 1.58

$ 1.55

Diluted earnings per share: Net income

$ 0.41

^[2]

$ 0.44

^[2]

$ 0.19

^[2]

$ 1.78

^[2]

$ 0.45

$ 0.42

$ 0.37

$ 0.32

$ 2.70

$ 1.56

$ 1.54

Discontinued operations - revenue

(8,976)

(9,001)

(9,184)

(9,126)

(8,969)

(8,949)

(19,984)

(36,421)

(46,808)

Discontinued operations - Operating Income

4,359

560

(217)

(155)

240

(93)

(5,981)

(443)

314

Discontinued operations subsequent to the respective reporting period

(2,739)

(355)

150

(150)

Revised loss from discontinued operations, net of taxes

(663)

^[1]

(2,739)

^[1]

(355)

^[1]

150

^[1]

(150)

^[1]

(304)

^[1]

(3,757)

(205)

180

Previously Reported

Quarterly Financial Information [Line Items]

Revenue

433,981

425,724

436,861

444,853

442,866

435,305