Q4 2011 Investor Presentation

8/2/2019 Q4 2011 Investor Presentation

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Investor Presentation


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F or w a r d Lo o k in g St a te m e n t s

As defined within the Private Securities Litigation Reform Act of 1995, certain statements herein may be consideredforward-looking statements that are subject to risks and uncertainties that could cause actual results to differmaterially from the statements made.

Factors that could cause operating and financial results to differ are described in the Company's Form 10-K, as wellas in other documents filed with the Securities and Exchange Commission. These factors include, but are notlimited to, general economic and market conditions, including the impact governmental budgets can have on ourper diem rates, occupancy and overall utilization; changes in the private corrections and detention industry;fluctuations in our operating results because of, among other things, changes in occupancy levels, competition, andincreases in cost of operations; the Company's ability to obtain and maintain facility management contracts including

as the result of sufficient governmental appropriations and inmate disturbances; the timing of the opening of anddemand for newprison facilities; increases in costs to develop or expand correctional facilities that exceed originalestimates, or the inability to complete such projects on schedule as a result of various factors, many of which arebeyond the Company's control; changes in governmental policy and in legislation and regulation of the correctionsand detention industry; the outcome of California's realignment program and its utilization of out-of-state privatecorrectional facilities; new administrations' desire to utilize the partnership corrections industry; and the availabilityof debt and equity financing on terms that are favorable to us. Other factors that could cause operating and

financial results to differ are described in the filings made by us with the Securities and Exchange Commission.

The Company does not undertake any obligation to publicly release or otherwise disclose the result of any revisionsto forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflectthe occurrence of unantici ated events.

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Company and Industry Overview


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U n iq u e I n ve st m e n t Op p o r t u n it y

Only 10% of the $74 billion market is privatized.

We believe future bed shortages are likely.

Increasing customer interest in selling existing facilities to private operators. Filling vacant bed inventory adds approximately $0.70 to Diluted EPS and AFFO. (1)

Essentia in rastructure rea estate, resi ient cas ow an strong a ance s eet.

2008 2011 AFFO per share CAGR of 7% - despite economy.

29% increase in owned beds over past 4 years.

21% share reduction via share repurchases in 3 years.

No equity issuances since 2003; 2.9x leverage; 6.0x interest coverage.

Intent to initiate $0.20 uarterl dividend.

Leaves 2/3 AFFO (or 100% net income) for reinvestment.

45% market share with high barriers to entry.

4(1) For reconciliation of Incremental AFFO from Existing Available Beds and Beds Under Development, refer to the Appendix Section of this presentation.


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W h o W e Ar e

CCA is America's leader in Partnership Corrections.

, ,

maximum-level security correctional facilities. We are the fifth largest correctional system in the United States Public or

Larger than 47 state systems, all 24 ICE regional systems combined, all

94 USMS districts combined, and all other private operators. ,

located in 20 states and the District of Columbia.

We manage approximately 45% of all partnership prison beds in the UnitedStates.

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Nat ion a l Po r t fo lio o f Essen t ia l

Go ve r n m e n t I n fr a s t r u ct u r e R ea l E st a t e

$3 billion gross book value portfolio consists of 92,043 beds comprised of 47owned facilities with 66,719 beds and 20 managed-only facilities with 25,324 beds.

x y y v w w .

6

(1) Facility EBITDA is referred to in the Company's public filings as "Facility Contribution". Please refer to the Reconciliation to Facility EBITDA in the Appendix Section of this presentation.


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Clea r Lea d e r

CCA is the clear leader of partnership prisons, controlling approximately 45%

of the private prison and jail beds in the United States.

86.9%

43.7%100,000

31.0%

50,000

60,000

70,000

80,000

,

12.2% 13.1%

-

10,000

20,000

30,000

,

CCA Total Capacity at March 1, 2012. Capacity reflected does not include new beds under development.

t ers

Owned/Controlled Managed Only

7

GEO As reported on company website or other public sources February 2012.MTC As reported on company website or other public sources February 2012. All others As reported on company websites, brochures or other public sources February 2012.


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H igh Qu a lit y, Dive r se Cu s to m e r Ba se

We provide services under approximately 90 service arrangements and management

contracts with all federal agencies, 15 state agencies, the District of Columbia and

multiple local agencies that have investment grade credit ratings.

CCA has multiple contracts with individual customers which have different expiration dates. Contracting opportunities with the Federal government involve multiple customers: 94 U.S. Marshal

districts; 24 ICE field offices and Federal Bureau of Prisons.

anagemen evenue

45% Federal

55% State and Local

8Percentage of Management Revenue for the Twelve Months Ended December 31, 2011


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M a n a ge m e n t Co n t r a c ts

Our contracts create predictable revenue streams.

Corrections management is an essential governmental service.

Management contracts compensate the Company at an inmate per diem rate. Certain contracts provide for guaranteed occupancy levels "take-or-pay".

Contracts typically have terms of one to five years with multiple renewal options:

Average term of 3-5 years

Staggered roll-overs

Owned capacity typically generates higher contract renewal rates.

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Su p e r io r Sa fe t y a n d Se cu r it y R e co r d s

CCA has historically outperformed the public sector in safety and security.

3-year Average Mortality Rate Across All Types of3-year Average Escape Rate (per 10,000 inmates)1

2.542.50

3.00

Deaths

1,0

00inmates5.51

4.00

5.00

6.00

00inmates

0.57

1.00

1.50

.

Mor

tality

Rateper

1.00

2.00

3.00

scape

Rateper

10

,0

-

.

Public Sector 2005-2007 CCA 2009-2011

0.25

0.00

Public Sector 1999-2001 CCA 2009-2011

Virtually every CCA Facility has on-site contract monitors employed by customer to inspect quality. CCA utilizes Quality Assurance Department (independent from operations department) to perform

unannounced audits of our facilities.

(1) Public Sector data obtained from 1999-2001 Corrections Yearbooks (most recent data available). Escape rate for both the public sector and CCA are for Adult Secure Prisoners only.(2) Public Sector data obtained from Bureau of Justice Statistics, "Deaths in Custody Reporting Program." Mortality rates for both the public and CCA are for Adult Secure Prisoners only.

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Co m p e l lin g Va lu e fo r Cu s to m e r s

Utilizing CCA as a corrections management provider offers our government

partners value as well as a variety of benefits.

ap ta ost av ngs cost o construct on s gn cant y ess w t s orter construct on ea

times.CCA Government Agencies

Partners avoid large upfront capital investment, freeing up limited capital for other

,

Average Length of Construction 1 - 3 years 3 - 7 years

n rastructure nee s.

Flexibility:

Carrying beds in inventory provides beds on "just-in-time" basis.

Typically agencies only pay for the beds they actually use. Ability to utilize out-of-state capacity where costs may be less expensive than in-state

capacity.

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Co m p e llin g Va lu e fo r Cu s to m e r s ,

c o n t i n u e d

Operational cost savings as much as 15% or more.

Operating Cost Per Total

CCA

Average

Day in Government

Facility*

Real Estate

Cost Per Day

Government-Run

Cost Per Day

Owned

Per Diem

Percent

Savings

BOP $73.00 $12.00 $85.00 $67.08 21.1%

California $128.00 $12.00 $140.00 $67.08 52.1%

Colorado $70.00 $12.00 $82.00 $67.08 18.2%

" " 1

*Note: Operating Costs as reported by agency, DOES NOT INCLUDE THE COST OF REAL ESTATE ESTIMATED TOBE ABOUT $12.00-$20.00 PER DAY. Real Estate Cost Per Day is based on an estimate that assumes repayment of principal and

interest at terms consistent with long-term government bond issues.

,of prisons was 13.9% higher than the combined corrections budget for the 40 states thatparticipated.

In addition to ca ital and o erational savin s overnmental a encies avoid costl future

pension obligations.

12(1) Vera Institute of Justice report on The Price of Prisons What Incarceration Costs Taxpayers.


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Com p e t it ive Ad van ta ges

Owning more than 12,000 beds in inventory positions CCA for future growth withoutthe need for additional capital.

associated with a build-to-suit RFP. Strong cash flow and liquidity provides:

capital.

CCA hasn't issued equity since May 2003, despite capital expenditures of more than

$1.3 billion from 2007 through 2011.

Superior credit profile and access to debt capital

Weighted average cost of debt at 6.4% Modest leverage at 2.9x

Debt to total market ca italization of 38.0% Fixed char e covera e ratio of 6.0x

No exposure to high risk, low margin juvenile business.

Limited exposure to highly competitive, low margin managed-only business.

Approximately 90% of Facility EBITDA derived from owned beds. (1)

13(1) Refer to the Appendix Section of the presentation for the reconciliation to Facility EBITDA.


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La r ge a n d U n d e r -p e n e tr a t ed M a r k e t

Total U.S. corrections market exceeds $74 billion (1)

Approximately 10% (2) of prison and detention population is outsourced.

10%

90%

r soners ouse n u cFacilities

Prisoners Housed in PrivateFacilities

Partnership corrections beds have grown from nearly 11,000 beds in 1990 toapproximately 209,000 beds today (15.1% CAGR).

(1) Bureau of Justice Statistics(2) Bureau of Justice Statistics, Prisoners in 2010 Report and Office of Detention Trustee Statistics. Includes State, BOP and USMS populations as reported in the BJS report, and an estimate of ICE populations and private sector

capacity based on Average Daily Population reported by ICE on their website. This excludes Jail populations. 14


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P u b lic P r is o n s Ar e O ve r cr o w d e d

At December 31, 2010, 21 states were operating at 100% or more of their highestcapacity measure.

s a es were opera ng a or more o e r owes capac y measure.

Overcrowding in some systems is

severe. For example, California's

prison system at the end of January

2012, was operating at approximately167% of its rated ca acit . (2)

The Federal prison system (BOP) is approximately 139% of capacity. (3)

(1) Based on BOP facilities populations as reported on their website.

(2) CDCR website Only includes inmates in California state prison system, does not include out of state populations.(3) BOP website, January 2012. 15


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P u b lic P r is o n s Ar e O ld a n d An t iq u a t e d

There are more than 200,000 beds in operation in public facilities that are morethan 75 years old. Older beds are typically inefficient and more expensive to operate.

120,659

120,000

140,000

,

60,000

80,000

100,000

0

20,000

40,000

75 -100 years 100 or more years

16

Source: Bureau of Justice Statistics Census of State and Federal Correctional Facilities 2005.


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P r is o n P o p u la t io n Gr o w t h

Historically, inmate populations have grown despite economic conditions.

Since the beginning of 2008, CCA's total inmate population has grown by approximately, or a out

600

1,600

1,800

State and Federal Sentenced Prisoners (in 000's)

300

400

500

1,000

1,200

1,400

ntRate

rison

ers(000s)

Imprisonment Rate

100

200

200

400

600

800

Imprisonme

SentencedP

00

17

Source Bureau of Justice Statistics, Prisoners Reports.Note: Imprisonment rate is defined as the number of prisoners sentenced to more than one year under state or federal jurisdiction per 100,000 U.S. residents. Imprisonment rates are based on U.S. Census population

estimates per 100,000 U.S. residents. Imprisonment rate not reported in the BJS Prisoners Reports.


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D em o gr a p h ic Tr e n d s

High recidivism

According to a recent Pew Study(1), about 45% of individuals released frompr son n an more t an re ease rom pr son n , were

returned to prison within three years.

One in every 100 U.S. adults are in prison or jail. (2)

Prison populations have grown as U.S. population grows:

U.S. population is projected to grow by approximately 18.6 million from

2012 to 2017. (3)

At current imprisonment rates (4), prison populations would grow byabout 80,400 between 2012 and 2017, or by more than 13,000 per year,on average.

(1) Pew Study, "State of Recidivism Report."(2) BJS Correctional Populations in U.S. 2010 report(3) U.S. Census Bureau

(4) BJS Prisoners in 2010 18


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Fe d e r a l De m a n d - BOP

CCA believes demand for bed capacity from the three federal agencies will

continue over the next several years.

The Federal Bureau of Prisons ("BOP") is currently operating at approximately

139% (1) of rated capacity.

The BOP projects that between the end of FY 2011 and FY 2013 its populationis estimated to grow by approximately 11,500 inmates, with about 3,600 newbeds (federal) to be constructed by the end of 2013. (2)

The administration of the BOP supports use of partnership beds to reduceovercrow ng.

(1) BOP Website, February 2012(2) FY 2013 Federal Budget request

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F ed e r a l D em a n d U SM S a n d I CE

United States Marshals Service (USMS):

Since 2000 the USMS population has grown by more than 25,000 detainees, including, n t e ast two years.

USMS average daily populations are projected to continue growing, with much ofthe demand concentrated in the southwest. (2)

Approximately 80% of USMS populations are housed in private sector and state/localfacilities.

Immigrations and Customs Enforcement (ICE):

Potential for consolidation of ICE detainees from local jails to centralizeddetention facilities:

Approximately 12,000 detainees are housed in over 150 jails (3) many of which do

not meet new etent on stan ar s. ICE has approximately 4,200 beds in 7 facilities they own since 1998, ICE has relied

solely on incremental bed capacity from the private sector and local jails.

(1) OFDT website, February 2011.(2) OFDT Performance Budget, FY 2011.

(3) ICE report, January 25, 2009. 20


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St a t e I n m a t e P o p u la t io n s Du r in g

Re c e s s io n s

Kicking the Can Down the Road:

State inmate populations are typically negatively impacted during recessions, as customers controlpopu at on growt t roug ear y re eases

However, inmate population growth historically has accelerated post recession.

80,000Annual Incremental Inmate Population Growth for All States Except California

67

,018

73

,814

,40150,000

60,000

70,000

s

n cates ears n er conom c ecess on

55

,200

41

,059

40

,602

5

40

,348

41

,570

45

,509

47

,983

1 27

,660

1 9

32

,498

21220,000

30,000

40,000

Incrementa

lInmate

17,45

4,7

5

15,8

00

19

,1

19

,41

22

,

10,464

3,768

-1,0

15

-10,000

0

10,000

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

Yo

Y

21

Source: Bureau of Justice Statistics


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I n c r e a s in g M a r k e t P e n e t r a t io n

Constraints on new public prison construction and compelling value propositionhave benefited the partnership corrections industry.

Partnership corrections companies captured more than 70% of the

incremental inmate growth during 2008 and 2009.

Total

Year

State

Inmates

Federal

Inmates (1)

Total

Inmate

Population

State

Partnership

Population (2)

Federal

Partnership

Population

Total

Partnership

Population

Total

Partnership

%

Incremental

Inmate

Population

Partnership

Incremental

Inmate

Population

Partnership

Capture of

Incremental

Growth

2001 1,247,039 194,117 1,441,156 72,577 22,695 95,272 6.6% 14,988 5,288 35.3%

, , , , , , , , . , , .

2003 1,295,542 217,507 1,513,049 73,657 27,840 101,497 6.7% 32,597 3,665 11.2%

2004 1,316,772 229,928 1,546,700 74,133 32,463 106,596 6.9% 33,651 5,099 15.2%

2005 1,340,311 241,238 1,581,549 80,401 33,396 113,797 7.2% 34,849 7,201 20.7%

2006 1,376,899 249,449 1,626,348 86,065 39,879 125,944 7.7% 44,799 12,147 27.1%

7 7 7 7 7 7, , , , , , , , . , , .

2008 1,408,479 257,595 1,666,074 101,426 47,611 149,037 8.9% 11,539 9,696 84.0%

2009 1,409,852 266,864 1,676,716 102,186 51,386 153,572 9.2% 10,642 4,535 42.6%

2010 1,402,624 270,225 1,672,849 103,728 50,984 154,712 9.3% -3,867 1,140 NA

(1) Federal o ulation i ures include BOP and USMS, however the DO NOT include ICE.

22

(2) 6,033, 7,822 and 9,976 inmat es for 2008, 2009 and 2010, respectively, have been added to the BJS totals of state partnership populati on due to a reporting descrepancy of out of stat e inmat es from the sta te of California .


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P o te n t ia l fo r Ad d it io n a l M a r k e t

P e n e t r a t i o n

Until recently, partnership corrections provided incremental beds as inmatepopulations grew limiting market penetration.

Market penetration increasing as government partners:

Replace old, cost inefficient government-run facilities with new, efficientrivatel owned and o erated facilities.

Sell government-owned facilities:

In 2011, CCA closed on first ever acquisition of state-owned Lake Erie, Ohior son, a now o era es.

Sale provided cash infusion to state and ongoing operational cost savings.

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U p s id e Gr o w t h a n d D o w n s id e

Du ra b i l i t y

Significant EPS growth following the 2001 recession as populations rebounded.

Resilient earnings during downturn: 9.3% CAGR 2007-2011.

$1.28

$1.41

$1.54

$1.40

$1.60

$1.80

$0.52 $0.61

$0.86

$1.08.

$0.60

$0.80

$1.00

$1.20

.

$0.00

$0.20

$0.40

2003 2004 2005 2006 2007 2008 2009 2010 2011

CCA Adjusted EPS (1)

(1) Refer to the Appendix section of this presentation for the reconciliation to GAAP EPS.

24


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H igh Ba r r ie r s t o E n t r y

No meaningful, new competitor has entered industry in 20 years.

Unique skills and experience required to operate prisons.

Risk averse customers reluctant to use untested operators.

Own and Lease model without operations not attractive to customers

Lease rates too high vs. government cost of capital.

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Financial Overview


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F in a n cia l Re su lt s

($ in millions, except per share, compensated man-days and per man-day amounts)

For the Year Ended

2011 2010 Change

Financial Statistics

Total Revenues 1,735.6$ 1,675.0$ 3.6%

Facilit O eratin Mar in 541.7$ 520.3$ 4.1%

December 31,

Net Income 162.5$ 157.2$ 3.4%

Diluted EPS 1.54$ 1.39$ 10.8%

Adjusted Diluted EPS 1.54$ 1.41$ 9.2%

EBITDA (1) 440.7$ 427.1$ 3.2%

Funds From Operations, Per Diluted Share (1) 2.95$ 2.75$ 7.3%

Adjusted Funds From Operations, Per Diluted Share (1) 2.49$ 2.37$ 5.1%

Operating Statistics

perat ng arg n er an- ay . . .

Total Compensated Man-days 29,570,671 28,586,444 3.4%

(1) Refer to Appendix section of this presentation for the calculation of EBITDA, Funds From Operations, Adjusted Funds From Operations, Funds From Operations Per Diluted Share and Adjusted Funds FromOperations Per Diluted Share.

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St r o n g Ba la n ce S h e e t

For theFourth

Quarter 2011

Total Leverage Ratio (Total Debt/Annualized Adjusted EBITDA) 2.9x

Maximum Leverage Ratio allowed under Revolving Bank Credit Facility 5.0x

Debt Ratio (Total Debt to Total Market Cap) 38.0%

Interest Coverage Ratio (Adjusted EBITDA/Interest Incurred) 6.0x

Over $3 billion of essential government infrastructure, real estate

Weighted Average Stated Interest Rate on Total Debt 6.4%

Strong Liquidity

Total Liquidity (cash plus availability on revolver) = $212.6 million

Working Capital (excluding cash) = $105.2 million

Ready Access to Debt Capital Markets New $785 million 5-year revolver executed in January 2012.

+ ,

Strong access to bond market.

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St r o n g Ca sh F lo w Ge n e r a t io n

Prisons are mainly concrete and steel; thus depreciation and amortization expense significantlyexceeds maintenance cap-ex. Therefore, our Adjusted Funds From Operations per share is

Adjusted EPS Compared to Adjusted Funds From Operations (normalized for taxes) Per Diluted ShareAdjusted FFO (normalized for taxes) Per Diluted Share Six Year CAGR 17.7%

$1.40

$1.73 $1.81

$2.06

$2.23

$2.00

$2.50

$0.84

$1.06

0.61

$0.86

$1.08$1.20

$1.28$1.41

$1.54

$1.00

.

$-

.

2005 2006 2007 2008 2009 2010 2011

Refer to the Appendix Section of this presentation for a description and related notes as well as the calculation of Adjusted

Funds From Operations Per Diluted Share, normalized for taxes and Adjusted Diluted Earnings Per Share29


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2 0 12 Gu id a n ce

Low End of

2012 Guidance

High End of

2012 Guidance

Earnings Per Diluted Share

rs uar er . .

Full-Year 2012 1.60$ 1.70$

Adjusted Funds From Operations Per Diluted Share

Net income 161,000$ 171,000$

, ,

Income taxes paid (99,000) (105,000)

Depreciation and amortization 115,000 115,000

Expenses associated with debt refinancing transaction, net of taxes 1,000 1,000

Other non-cash items 15,000 16,000

Funds From Operations 292,000$ 303,000$

Maintenance and technology capital expenditures (55,000) (50,000)

Adjusted Funds From Operations 237,000$ 253,000$

Funds From O erations Per Diluted Share 2.89$ 3.00$

CCA announced its EPS and Adjusted Funds From Operations Per Diluted Share Guidance for the first quarter and full-year 2012 in its Fourth Quarter 2012

Adjusted Funds From Operations Per Diluted Share 2.35$ 2.50$

30

Financial Results News Release issued on February 8, 2012. This slide sets forth the guidance given at that time, which we reaffirmed on February 27, 2012 inconnection with an announcement of our intention to initiate a dividend. However, this slide does not constitute a reaffirmation or update of that guidance. Any suchreaffirmation or update will be made by means of a widely disseminated statement.


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I n d u s t r y Le a d i n g R et u r n s o n Ca p i ta l

Return on Capital Employed (1)

16.0%

11.9%

13.5%.

13.6%14.0% 14.0%

10.0%

12.0%

14.0%

4.0%

6.0%

8.0%

0.0%

2.0%

2006 2007 2008 2009 2010 2011

31

(1) Return on Capital Employed (ROCE) = (Operating Income + Depreciation and amortization Maintenance and IT Cap-ex) / (Average Assets Average Current Liabilities.


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M o d e s t Sh o r t -Te r m D e b t M a t u r it ie s

Debt Maturity at December 31, 2011

(Pro-forma for refinancing)

$ in millions

$600.0$600.0

$700.0

$465.0

$400.0

$500.0

$150.0

$100.0

$200.0

$300.0

$-

.

$-$-

2012 2013 2014 2015 2016 2017

32


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Opportunities for Growth


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Fillin g Vacan t Beds Dr ives Ea r n in gs

Facilit

Available Beds at

Februar 1 2012 Beds Under Contract

Vacant Bed Inventory

Owned Beds (Owned facilities with 100 or more beds available)

Diamondback 2,160

Prairie 1,600

Huerfano 752

Cimarron 1,039

Incremental Marketable Beds 6,320

Owned Beds Available February 1, 2012 11,871

Managed-Only 837

Total Beds Available at February 1, 2012 12,708

Beds Under Development

Jenkins Correctional - Opening Q1 2012 1,124 Under contract with State of Georgia

,

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Fillin g Vacan t Beds Dr ives Ea r n in gs

Total Beds Available Average

Estimated Potential

Annual Incremental

at February 1 , 2012 Margin (1) EBITDA (2)

Marketable Owned Capacity 11,871

Facilities Under Development 1,124Total Owned Available Beds 12,995 24.69$ 117,108,991$

Filling all of the available beds and the beds under development at the margins we achieved during

Inventory Managed-Only Available Beds 837 4.25$ 1,298,396$

Grand Total 13,832 118,407,387$

the fourth quarter of 2011 would generate approximately $0.72 of additional EPS(3) and AdjustedFunds From Operations of $0.73 per diluted share. (4)

Carrying an inventory of owned beds provides a significant competitive advantage in capturing newbusiness no lon construction lead times.

Cash operating costs of vacant beds we own is very manageable at approximately $1,000 per bed peryear.

(1) Average margin is based on margins actually achieved for Q4 2011. Actual margins for these beds may differ from those historically achieved, particularly for management contracts with tiered per diems or at facilities that haveachieved stabilized occupancy and therefore fixed costs.

(2) Facility EBITDA, referred to in the Company's public filings as "Facility Contribution", is defined as total facility revenues less facility operating expenses.(3) Assumes an effective tax rate of 38.0%, a capital investment of the Jenkins Correctional Center depreciated over a weighted average life of 48 years, and 100.0 million shares outstanding.

(4) Refer to calculation of Adjusted FFO in the Appendix Section of this presentation.35


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Cu r r e n t De ve lo p m e n t Op p o r t u n it ie s

The challenging economic environment and increasing pressure for cost efficiencies iscreating new opportunities for private corrections.

State of Arizona outstanding RFP for up to 2,000 private-sector beds in Arizona.

State of New Hampshire outstanding RFP for approximately 1,550 beds to replace older,less efficient existing state-run facility.

ICE see ing concept proposa s to ui t ree new aci ities to conso i ate popu ationscurrently housed in county jails.

1,000 -1,500 beds in South Florida/Miami area CCA's Southwest Ranches selected as

preferred site, ICE currently requesting formal proposal. 800 beds in San Francisco area 500-750 beds in Chicago area CCA's Crete Illinois selected as preferred site, ICE

currently requesting formal proposal

'arr s ounty, exas outstan ng to manage t e county s a system tota ng

approximately 9,100 beds to achieve cost savings.

State of Florida considering privatizing Region IV, which entails approximately 16,400 bedsowned b the state of Florida.

36


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Gr ow th Th r ou gh Fac ility Acqu is it ion s

In 2011, CCA purchased and assumed operations of the state-owned Lake Erie,Ohio facility an industry first.

Interest from other states in copying the Ohio model.

CCA has launched new "Corrections Investment Initiative."

' -correctional facilities.

Convey benefits of sale to our government partners.

.

Ongoing operational costs savings without the loss of operational quality.

Reduce ongoing and long-term pension obligations.

ree u get o ars or sc oo s, transportat on, ea t care, un er- un e

pensions, etc.

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Dividend and Capital AllocationOverview


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F a vo r a b le Im p a ct o f Sh a r e R e p u r ch a s e s

125,738

115,962109,754

99,528100,000

120,000

140,000

Over $500 millionshares repurchased

40,000

60,000

80,000

Average repurchase

price $17.91

0

20,000

November 15, 2008 2009 2010 2011

39


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Divid en d In it ia t ion

New Dividend Policy:

Intent to pay a quarterly cash dividend of $0.20 per share ($0.80 annually). (1)

rst v en expecte to pa n une .

Dividend supported by strong liquidity, balance sheet and cash generation.

AFFO Allocation: Approximately 1/3 Dividend and 2/3 Earnings Growth

AFFO best measure of internally generated cash available for dividends andnew investment.

Maintaining ample liquidity and strong balance sheet remains a priority

Invest 2/3 AFFO in facility acquisition and development to grow earnings.

Increase dividends as earnings grow.

Filling existing vacant beds and investing 2/3 AFFO in new beds deliverssignificant earnings growth.

40

Dividends will replace the share repurchase program which was terminated.

(1) Dividend payments subject to Board approval without the total amount paid out restricted by our Senior Unsecured Notes Indentures.


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Use s of AFFO

Uses of AFFO

Maintain Ample Liquidity and Solid Balance Sheet

Payout 1/3 in Dividends

(1) =

Invest 2/3 in Growth

.($0.80 Annually)

Increase dividend as earnings grow

Earnings

to grow earnings

2/31/3

Growth

Dividends

2012 AFFO Guidance $237 to $253 million, or $2.35 to $2.50 per share (2)

41(1) Dividend payments subject to Board approval. Our Senior Notes indentures currently restrict the amount of dividends we may pay to approximately 50% of Net Income.(2) Refer to Capital Available for Future Investment in the Appendix Section of this presentation.


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Sign ifican t Cap a city fo r Ea r n in gs Gr ow th

$700

Significant EBITDA

Growth Available:

$118

$94

$500

$600

48%

Invest Excess AFFO

Fill Vacant Beds

Filling Vacant Beds = $118million (1)

$441

$200

$300 2011 EBITDA

AFFO in New Beds = $94million (2)

$100

enhance total shareholder

returns

42(1) Refer to page 35 of this presentation(2) Refer to Capital Available For Future Investment in the Appendix Section of this presentation


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S u m m a r y

Only 10% of the $74 billion market is privatized.

We believe future bed shortages are likely.

Increasing customer interest in selling existing facilities to private operators.

Filling vacant bed inventory adds approximately $0.70 to Diluted EPS and AFFO.

Essentia in rastructure rea estate, resi ient cas ow an strong a ance s eet.

2008 2011 AFFO per share CAGR of 7% - despite economy.

28% increase in owned beds over past 4 years. 21% share reduction via share repurchases.

No equity issuances since 2003; 2.9x leverage; 6.0x interest coverage.

Intent to initiate $0.20 uarterl dividend.

Leaves 2/3 AFFO (or 100% net income) for reinvestment.

45% market share with high barriers to entry.

43

(1) For reconciliation of Incremental AFFO from Existing Available Beds and Beds Under Development, refer to the Appendix Section of this presentation.


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Appendix Section

ili i GAA


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Re con cilia t ion to GAAP

Reconciliation to Facility EBITDA

(referred to in the Company's public filings as "Facility Contribution")

($ in thousands)

For the Year EndedDecember 31,

Operating income 332,055$ 323,061$

Transportation, rental and other non-facility revenue (6,419) (6,752)

Transportation, rental and other non-facility expenses 15,920 15,750

, ,


Facility EBITDA 541,714$ 520,258$

A-1

R ili i GAAP


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Reconciliation to Adjusted Diluted Earnings Per Share

($ in thousands)

2011 2010Net income 162,510$ 157,193$

Special items:

December 31,

For the Year Ended

oo w mpa rment or scont nue operat ons - ,

Diluted adjusted net income 162,510$ 158,877$

Weighted average common shares outstanding - basic 104,736 112,015

Effect of dilutive securitiestoc opt ons

Restricted stock-based compensation 196 193

Weighted average shares and assumed conversions - diluted 105,535 112,977

Adjusted Diluted Earnings Per Share 1.54$ 1.41$

A-2

R ili i GAAP


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Calculation of Incremental Adjusted Funds From Operations From Existing Beds andBeds Under Development

n m ons, exce er s are a a

Potential

Incremental

From Operations

Incremental EBITDA 118.4$

Interest income lost (0.5)

Maintenance ca -ex 1.0% of investment er ear 0.5

Estimated income tax expense (44.2)

Incremental Adjusted Funds From Operations 73.2$

Note: Calculation of incremental Adjusted Funds From Operations resulting from the existing inventory of beds and beds under development resulting in estimated incremental EBITDA of $118.4 million, as

s ma e ncremen a us e un s rom era ons er are .

A-3

further illustrated on page 35. Actual incremental EBITDA may differ from that illustrated.

R ili t i t GAAP


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Calculation of EBITDA

($ in thousands)

2011 2010

Net income 162,510$ 157,193$

For the Year Ended December 31,

, , ,


Income tax expense 96,301 94,297

(Income) loss from discontinued operations, net of taxes - 404

EBITDA 440,682$ 427,072$

A-4



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Calculation of Funds From Operations and Adjusted Funds From Operations

($ in thousands, except per share data)

2011 2010Net income 162,510$ 157,193$

Income tax expense 96,301 94,297

For the Year Ended December 31,

Income taxes paid (70,341) (61,396)


Depreciation and amortization for discontinued operations - 2,222

Goodwill impairment for discontinued operations - 1,684

Income tax benefit for discontinued operations - (253)Stock-based compensation reflected in G&A expenses 9,254 8,525

Amortization of debt costs and other non-cash interest 4,331 4,250

Funds From Operations 310,986$ 310,573$

Maintenance and technology capital expenditures (47,912) (43,092)

, ,

Funds From Operations per diluted share 2.95$ 2.75$

Adjusted Funds From Operations per diluted share 2.49$ 2.37$

A-5


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Ca p it a l A a i la b le fo r F t r e In e s tm e n t


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Ca p it a l Ava i la b le fo r F u tu r e In ve s tm e n t

Adjusted Funds From Operations after dividends provides significant capital for futureinvestment.

n m ons

Cash on hand, December 31, 2011 55.8$

Adjusted Funds From Operations (1)2012 237.0

2013 237.0

.

Total Cash and Adjusted Funds From Operations through 2014 766.8$

Remaining Availability Under the Revolving Credit Facility (2) 156.7

Capital 923.5$

.

Less on-going prison construction and expenditures related to potential land acquistions (35.0)

Total Capital Available for Investment 668.5$

Incremental EBITDA at 14%: mid-point of 13%-15% EBITDA ROI Target (4) 93.6$

Strong access to capital markets at attractive rates could supplement AFFO. Capital deployment decisions are driven by a rigorous return-on-investment analysis.

(1) See 2012 Adjusted Funds From Operations Guidance provided on page 30 of this presentation. Assumes achievement of the low end of the guidance and assumes the same level for 2013 and 2014. Actual results may differ from theguidance provided.

(2) Assumes that all of the remaining availability under the Revolving Credit Facility is funded.(3) Although the board of directors will continually evaluate dividend payouts, assumes the dividend will remain unchanged through the end of 2014.(4) Assumes midpoint, or 14%, of EBITDA ROI target is achieved on Total Future Capital Available..

A-8


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Documents

Q4 2011 Investor Presentation