What the changes say
- ICE accounted for 35% of 2025 revenue, up from 29%, increasing exposure to one federal customer.
- 35 contracts expire by December 31, 2026; 13 lack renewal options, versus five such contracts previously.
- New risks emphasize ICE’s nontraditional detention capacity, ERP implementation, technology adoption, and cyberattack-related disruption.
- Federal payment delays now include DHS invoice approvals following the latest government shutdown.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
ICE, the federal executive agency under the direction of DHS, has recently expanded its methods for physical detention by utilizing non-traditional detention capacity and by obtaining ownership of non-traditional facilities, and such methods could have an adverse impact on our business
ICE’s use or ownership of military, soft-sided, government, international, and warehouse facilities could reduce demand or leave lower-yield sale proceeds.
- NewRisks Related to Our Business and Industry
result in material penalties, including financial penalties, non-renewal or termination of noncompliant contracts and/or our other facility contracts, exclusion from new contract procurement or RFP bidding, and suspension or debarment from contracting with certain government entities
New inmate-placement restrictions and California climate-disclosure rules could trigger penalties, contract losses, procurement exclusion, or contracting suspension.
- NewRisks Related to Our Business and Industry
User adoption and experience: The success of our technology solutions relies on user adoption and satisfaction. If our technologies fail to meet user expectations or if we encounter significant resistance to new technologies, our growth and revenue may be adversely affected
Technology growth depends on user adoption and satisfaction, while cyberattacks and uncontrollable events could disrupt IT systems and customer confidence.
- NewRisks Related to Our Business and Industry
We are implementing a new enterprise resource planning system, and challenges with the implementation of the system may impact our business and operations
A delayed, costly, or defective ERP implementation could disrupt invoicing, contractual performance, financial reporting, internal controls, and operations.
Dropped
- DroppedRisks Related to Our Business and Industry
earned during the year ended December 31, 2024 for the 33 contracts with scheduled maturity dates, notwithstanding contractual renewal options, on or before December 31, 2025 was $657.9 million, or 34% of total revenue
- DroppedRisks Related to Our Business and Industry
Force majeure: Unforeseeable circumstances or circumstances beyond our controls such as geopolitical conflicts, natural disasters, etc. may cause significant operational disruptions, which could result in material recovery costs or loss of customer confidence
Reworded
- 81% rewrittenRisks Related to Our Business and Industry
We are subject to terminations, non-renewals, or competitive re-bids of our government contracts
The expiration horizon moved to December 31, 2026, with 35 contracts affected: 22 having renewal options and 13 without them.
- 71% rewrittenRisks Related to Our Business and Industry
Failure to comply with facility contracts or with unique and increased governmental regulation could result in material penalties or non-renewal or termination of noncompliant contracts or our other contracts to provide or manage correctional, detention, and residential reentry facilities
No substantive change; the risk still describes extensive regulation, private-prison-specific requirements, reporting, supervision, and government monitoring.
- 68% rewrittenRisks Related to Our Business and Industry
We depend on a limited number of governmental customers for a significant portion of our revenues
Federal-agency concentration increased: ICE, USMS, and BOP rose to 54% of 2025 revenue from 51% in 2024, with ICE at 35%.
- 67% rewrittenRisks Related to Our Business and Industry
The success of our business depends in large part on the ability and experience of our senior management. The unexpected loss of any of these persons could have an adverse impact on our business
The staffing discussion now expressly includes detention officers and removes the prior warning about intensified demand from activating idle federal facilities.
Was: The success of our business depends in large part on the ability and experience of our senior management. The unexpected loss of any of these persons could materially adversely affect our business and operations
- 58% rewrittenRisks Related to Our Business and Industry
We may be adversely affected by inflation
The wording shifts from experienced personnel-cost increases and a challenging labor market to possible continuation or intensification of labor-cost increases.
- 55% rewrittenRisks Related to Our Business and Industry
We are dependent on government appropriations, and our results of operations may be negatively affected by governmental budgetary challenges or government shutdowns
The risk now includes common-stock price effects and concrete payment delays from the latest shutdown and new DHS invoice approvals.
- 46% rewrittenRisks Related to Our Business and Industry
Resistance to privatization of correctional, detention, and residential reentry facilities, and negative publicity regarding inmate disturbances or perceived poor operational performance, could result in our inability to obtain new contracts, the loss of existing contracts, or other unforeseen consequences
No substantive change; opposition from government agencies, unions, prison-reform groups, and activists remains the focus.
- 46% rewrittenRisks Related to Our Business and Industry
We are subject to risks related to corporate responsibility
California climate-disclosure laws replace the prior discussion of stayed SEC climate rules, adding potential disclosure costs and risks.
Was: We are subject to risks related to corporate social responsibility
- 41% rewrittenRisks Related to Our Business and Industry
We may face community opposition to facility location, which may adversely affect our ability to obtain or timely activate new contracts
Was: We may face community opposition to facility location, which may adversely affect our ability to obtain new contracts
- 40% rewrittenRisks Related to Our Indebtedness
Despite current indebtedness levels, we may still incur more debt
- 32% rewrittenRisks Related to Our Business and Industry
The failure to comply with data privacy and security legal requirements could have an adverse impact on our business, reputation, financial position and results of operations
Was: The failure to comply with data privacy, security and exchange legal requirements could have a material adverse impact on our business, financial position, results of operations, cash flows and reputation
- 31% rewrittenRisks Related to Our Business and Industry
We are subject to fluctuations in occupancy levels, and a decrease in occupancy levels could negatively impact our business
Was: We are subject to fluctuations in occupancy levels, and a decrease in occupancy levels could cause a decrease in revenues and profitability
- 26% rewrittenRisks Related to Our Business and Industry
We are subject to various types of litigation
- 26% rewrittenRisks Related to Our Business and Industry
Expectations about continued growth in the utilization of detention beds by the federal government may not be realized, which could negatively impact our stock price
Was: Expectations about growth in the utilization of detention beds by the federal government may not be realized, which could negatively impact our stock price
- 23% rewrittenRisks Related to Our Business and Industry
We may incur significant start-up and operating costs on new contracts before receiving related revenues, which may have an adverse impact on our business, financial condition and results of operations and not be recouped
Was: We may incur significant start-up and operating costs on new contracts before receiving related revenues, which may impact our cash flows and not be recouped
- 22% rewrittenRisks Related to Our Indebtedness
An increase in interest rates increases the cost of our variable rate debt
Was: Rising interest rates increase the cost of our variable rate debt
- 22% rewrittenRisks Related to Our Business and Industry
We depend in part on the performance and capabilities of third parties with whom we have commercial relationships
- 20% rewrittenRisks Related to Our Business and Industry
Technology infrastructure failures: Our reliance on complex technology infrastructure creates risks associated with potential failure of hardware, software, or network components. Such failures could lead to loss of customer trust and incur significant recovery costs
All 44 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01Resistance to privatization of correctional, detention, and residential reentry facilities, and negative publicity regarding inmate disturbances or perceived poor operational performance, could result in our inability to obtain new contracts, the loss of existing contracts, or other unforeseen consequences46% rewritten
- 02We are subject to fluctuations in occupancy levels, and a decrease in occupancy levels could negatively impact our business31% rewritten
- 03We are dependent on government appropriations, and our results of operations may be negatively affected by governmental budgetary challenges or government shutdowns55% rewritten
- 04Efforts to reduce the U.S. federal deficit could adversely affect our business, financial condition and results of operations
- 05Competition may adversely affect the profitability of our business
- 06We are subject to terminations, non-renewals, or competitive re-bids of our government contracts81% rewritten
- 07Our ability to secure new contracts to develop and manage correctional, detention, and residential reentry facilities depends on many factors outside our control
- 08Expectations about continued growth in the utilization of detention beds by the federal government may not be realized, which could negatively impact our stock price26% rewritten
- 09ICE, the federal executive agency under the direction of DHS, has recently expanded its methods for physical detention by utilizing non-traditional detention capacity and by obtaining ownership of non-traditional facilities, and such methods could have an adverse impact on our businessNew
- 10We may face community opposition to facility location, which may adversely affect our ability to obtain or timely activate new contracts41% rewritten
- 11We may incur significant start-up and operating costs on new contracts before receiving related revenues, which may have an adverse impact on our business, financial condition and results of operations and not be recouped23% rewritten
- 12Failure to comply with facility contracts or with unique and increased governmental regulation could result in material penalties or non-renewal or termination of noncompliant contracts or our other contracts to provide or manage correctional, detention, and residential reentry facilities71% rewritten
- 13result in material penalties, including financial penalties, non-renewal or termination of noncompliant contracts and/or our other facility contracts, exclusion from new contract procurement or RFP bidding, and suspension or debarment from contracting with certain government entitiesNew
- 14The failure to comply with data privacy and security legal requirements could have an adverse impact on our business, reputation, financial position and results of operations32% rewritten
- 15We depend on a limited number of governmental customers for a significant portion of our revenues68% rewritten
- 16The success of our business depends in large part on the ability and experience of our senior management. The unexpected loss of any of these persons could have an adverse impact on our business67% rewritten
- 17We are subject to various types of litigation26% rewritten
- 18We are subject to necessary insurance costs
- 19We may be adversely affected by inflation58% rewritten
- 20We depend in part on the performance and capabilities of third parties with whom we have commercial relationships22% rewritten
- 21We may be subject to costly product liability claims from the use of our electronic monitoring products, which could damage our reputation, impair the marketability of our products and services and force us to pay costs and damages that may not be covered by adequate insurance
- 22We are subject to risks associated with ownership of real estate
- 23We may be adversely affected by an increase in costs or difficulty of obtaining adequate levels of surety credit on favorable terms
- 24Interruption, delay or failure of the provision of our technology services or information systems, or the compromise of the security thereof, could adversely affect our business, financial condition or results of operations
- 25Technology infrastructure failures: Our reliance on complex technology infrastructure creates risks associated with potential failure of hardware, software, or network components. Such failures could lead to loss of customer trust and incur significant recovery costs20% rewritten
- 26User adoption and experience: The success of our technology solutions relies on user adoption and satisfaction. If our technologies fail to meet user expectations or if we encounter significant resistance to new technologies, our growth and revenue may be adversely affectedNew
- 27We are implementing a new enterprise resource planning system, and challenges with the implementation of the system may impact our business and operationsNew
- 28We are subject to risks related to corporate responsibility46% rewritten
Risks Related to Our Indebtedness
- 29Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under our debt securities
- 30limit our ability to borrow additional funds or refinance existing indebtedness on favorable terms, or at all
- 31Our Bank Credit Facility, indentures related to our senior notes, and other debt instruments have restrictive covenants that could limit our financial flexibility
- 32Our indebtedness is secured by a substantial portion of our assets
- 33Servicing our indebtedness will require a significant amount of cash or may require us to refinance our indebtedness before it matures. Our ability to generate cash depends on many factors beyond our control and there is no assurance that we will be able to refinance our debt on acceptable terms, or at all
- 34We are required to repurchase all or a portion of our senior notes upon a change of control, and the debt under our Bank Credit Facility is subject to acceleration upon a change of control
- 35Despite current indebtedness levels, we may still incur more debt40% rewritten
- 36Our access to capital may be affected by general macroeconomic conditions
- 37An increase in interest rates increases the cost of our variable rate debt22% rewritten
- 38The market price of our equity securities may vary substantially, which may limit our stockholders' ability to liquidate their investment
- 39The number of shares of our common stock available for future sale could adversely affect the market price of our common stock
- 40Future offerings of debt or equity securities ranking senior to our common stock or incurrence of debt (including under our Bank Credit Facility) may adversely affect the market price of our common stock
- 41Our issuance of preferred stock could adversely affect holders of our common stock and discourage a takeover
- 42Our charter and bylaws and Maryland law could make it difficult for a third party to acquire our company
- 43establish advance notice requirements for submitting nominations for election to the Board of Directors and for proposing matters that can be acted upon by stockholders at a meeting
- 44As an owner and operator of correctional, detention, and residential reentry facilities, we are subject to risks relating to acts of God, outbreaks of epidemic or pandemic disease, global climate change, terrorist activity and war
Other CoreCivic 10-Ks
- FY2024 10-K risk factors42 risks
CoreCivic relies heavily on government contracts with ICE, USMS, and BOP, facing privatization resistance and political funding shifts.
Filed Feb 21, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.