Investor Presentation

March 2012

ForwardLooking Statements

As defined within the Private Securities Litigation Reform Act of 1995, certain statements herein may be considered forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Factors that could cause operating and financial results to differ are described in the Company's Form 10-K, as well as in other documents filed with the Securities and Exchange Commission. These factors include, but are not limited to, general economic and market conditions, including the impact governmental budgets can have on our per 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, and increases 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 and p p p g demand for new prison facilities; increases in costs to develop or expand correctional facilities that exceed original estimates, or the inability to complete such projects on schedule as a result of various factors, many of which are beyond the Company's control; changes in governmental policy and in legislation and regulation of the corrections and detention industry; the outcome of California's realignment program and its utilization of out-of-state private correctional facilities; new administrations' desire to utilize the partnership corrections industry; and the availability q y g p g of 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 revisions to forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect p the occurrence of unanticipated events.

Company and Industry Overview

Unique Investment Opportunity

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) E Essential i f i l infrastructure real estate, resilient cash fl and strong b l l ili h flow d balance sheet. h

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 quarterly dividend. $ q y Leaves 2/3 AFFO (or 100% net income) for reinvestment. 45% market share with high barriers to entry.

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

Who We Are
CCA is America's leader in Partnership Corrections.
Established in 1983, CCA owns and operates minimum, medium and 1983 minimum maximum-level security correctional facilities. We are the fifth largest correctional system in the United States Public or Private. Larger than 47 state systems, all 24 ICE regional systems combined, all 94 USMS districts combined, and all other private operators. We provide management services to more than 80,000 inmates in 67 facilities 80 000 located in 20 states and the District of Columbia. We manage approximately 45% of all partnership prison beds in the United States.

National Portfolio of Essential Government Infrastructure Real Estate

$3 billion gross book value portfolio consists of 92,043 beds comprised of 47 owned facilities with 66,719 beds and 20 managed-only facilities with 25,324 beds. Appro imatel 90% of Facility EBITDA(1) is deri ed from facilities we own. Approximately Facilit derived eo n

(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.

Clear Leader
CCA is the clear leader of partnership prisons, controlling approximately 45% of the private prison and jail beds in the United States.
86.9%

100,000 90,000 90 000 80,000 70,000 60,000 50,000 40,000 40 000 30,000 20,000 10,000 -

43.7%

31.0%

12.2%

13.1%

CCA

GEO Owned/Controlled

MTC Managed Only

All O h Others

CCA GEO MTC All others

Total Capacity at March 1, 2012. Capacity reflected does not include new beds under development. p y , p y f p As reported on company website or other public sources February 2012. As reported on company website or other public sources February 2012. As reported on company websites, brochures or other public sources February 2012.

High Quality, Diverse Customer Base

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. g g g
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.

Management R M t Revenue
45% Federal 55% State and Local

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

Management Contracts
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.

Superior Safety and Security Records

CCA has historically outperformed the public sector in safety and security.
3-year Average Escape Rate (per 10,000 inmates)1
Mortality Rate per 1,000 inmates 6.00 E Escape Rate per 10,00 inmates 00 5.00 4.00 3.00 2.00 1.00 0.00 Public Sector 1999-2001 CCA 2009-2011 5.51 3.00 2.54 2.50 2.00 2 00 1.50 1.00 0.57 0.50 0 50 Public Sector 2005-2007 CCA 2009-2011

3-year Average Mortality Rate Across All Types of g p Deaths

0.25

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) (2) 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. 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.

10

Compelling Value for Customers

Utilizing CCA as a corrections management provider offers our government partners value as well as a variety of benefits.
C i lC S i Capital Cost Savings cost of construction significantly less with shorter construction lead f i i ifi l l ih h i l d times.
CCA Total Cost per 1,000 beds 1 000 Average Length of Construction $55 to $65 million 1 - 3 years Government Agencies $80 to $250 million 3 - 7 years

Partners avoid large upfront capital investment, freeing up limited capital for other infrastructure needs. i f d 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.

11

Compelling Value for Customers, continued

Operational cost savings as much as 15% or more.
Operating Cost Per Day in Government Facility* BOP California Colorado $73.00 $128.00 $70.00 Real Estate Cost Per Day $12.00 $12.00 $12.00 Total Government-Run Cost Per Day $85.00 $140.00 $82.00 CCA Average Owned Per Diem $67.08 $67.08 $67.08 Percent Savings 21.1% 52.1% 18.2%

*Note: Operating Costs as reported by agency, DOES NOT INCLUDE THE COST OF REAL ESTATE ESTIMATED TO BE 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.

According to "The Price of Prisons report issued in January 2012 (1), the total taxpayer cost The Prisons" of prisons was 13.9% higher than the combined corrections budget for the 40 states that participated. In addition to capital and operational savings, governmental agencies avoid costly future dd p d p v g,g v g v d y pension obligations.

(1)

Vera Institute of Justice report on The Price of Prisons What Incarceration Costs Taxpayers.

12

Competitive Advantages
Owning more than 12,000 beds in inventory positions CCA for future growth without the need for additional capital. Provides our partners greater contracting flexibility by eliminating long lead times associated with a build-to-suit RFP. Strong cash flow and liquidity provides: Ability to fund new development or acquire government facilities without raising 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% Debt to total market capitalization of 38.0% p Modest leverage at 2.9x Fixed charge coverage ratio of 6.0x g g

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

13

Large and Under-penetrated Market

Total U.S. corrections market exceeds $74 billion (1) Approximately 10% (2) of prison and detention population is outsourced.
10%

Prisoners Housed in Public Pi H d i P bli Facilities Prisoners Housed in Private Facilities

90%

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

(1) (2)

Bureau of Justice Statistics 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

Public Prisons Are Overcrowded

At December 31, 2010, 21 states were operating at 100% or more of their highest capacity measure. 28 states were operating at 100% or more of their lowest capacity measure. (1) t t ti t f th i l t it

Overcrowding in some systems is severe. For example, California's prison system at the end of January 2012, was operating at approximately 167% of its rated capacity. (2)

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

(1) (2) (3)

Based on BOP facilities populations as reported on their website. CDCR website Only includes inmates in California state prison system, does not include out of state populations. BOP website, January 2012.

15

Public Prisons Are Old and Antiquated

There are more than 200,000 beds in operation in public facilities that are more than 75 years old. Older beds are typically inefficient and more expensive to operate.
140,000 120,659 120,000 100,000 80,000 60,000 40,000 20,000 0 75 -100 years 100 or more years 94,956 94 956

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

16

Prison Population Growth

Historically, inmate populations have grown despite economic conditions.
Since the beginning of 2008, CCA's total inmate population has grown by approximately 8,000 8 000 or about 11% b t
1,800 1,600 600

State and Federal Sentenced Prisoners (in 000's) Imprisonment Rate

500

P Sentenced Prisoners (000s)

1,400 1,200 1,000 300 800 600 400 100 200 0 0 200 400

Source Note:

Bureau of Justice Statistics, Prisoners Reports. 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.

Imprisonment Rate

17

Demographic Trends
High recidivism According to a recent Pew Study(1), about 45% of individuals released from prison i 1999 and more than 43% released from prison in 2004, were i in d h l df i i 2004 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 by about 80,400 between 2012 and 2017, or by more than 13,000 per year, on average.

(1) (2) (3) (4)

Pew Study, "State of Recidivism Report." BJS Correctional Populations in U.S. 2010 report U.S. Census Bureau BJS Prisoners in 2010

18

Federal Demand - 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 population is estimated to grow by approximately 11,500 inmates, with about 3,600 new beds (federal) to be constructed by the end of 2013. (2) The administration of the BOP supports use of partnership beds to reduce overcrowding. di

(1) (2)

BOP Website, February 2012 FY 2013 Federal Budget request

19

Federal Demand USMS and ICE

United States Marshals Service (USMS): Since 2000 the USMS population has grown by more than 25,000 detainees, including 4,000 i th l t t 4 000 in the last two years.(1) USMS average daily populations are projected to continue growing, with much of the demand concentrated in the southwest. (2) Approximately 80% of USMS populations are housed in private sector and state/local facilities. Immigrations and Customs Enforcement (ICE): Potential for consolidation of ICE detainees from local jails to centralized detention facilities: Approximately 12,000 detainees are housed in over 150 jails (3) many of which do not meet new d detention standards. i d d 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) (2) (3) OFDT website, February 2011. OFDT Performance Budget, FY 2011. ICE report, January 25, 2009.

20

State Inmate Populations During Recessions

Kicking the Can Down the Road: State inmate populations are typically negatively impacted during recessions, as customers control population growth through early releases l i h h h l l However, inmate population growth historically has accelerated post recession.
80,000 70,000 60,000 50,000 YoY Incremental Inmate es 41,059 40,602 40,000 30,000 20,000 17,456 6 4,751 10,000 0 -10,000
Source: Bureau of Justice Statistics

Annual Incremental Inmate Population Growth for All States Except California
Indicates Y r Under Economic Recession Indi t Years Und r E n mi R i n

67,018

73,814 56 6,401

55,200

40,348

41,570

45,509

47,983

27,660

32,498 15,800 19,16 61 19,41 19

22,2 212

10,464

3,768 -1,015

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

21

Increasing Market Penetration

Constraints on new public prison construction and compelling value proposition have benefited the partnership corrections industry. Partnership corrections companies captured more than 70% of the incremental inmate growth during 2008 and 2009.
Partnership Incremental Inmate Population 5,288 2,560 2 560 3,665 5,099 7,201 12,147 13,397 13 397 9,696 4,535 1,140 Total Partnership Capture of Incremental Growth 35.3% 6.5% 6 5% 11.2% 15.2% 20.7% 27.1% 47.5% 47 5% 84.0% 42.6% NA

Year 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

State Inmates 1,247,039 1,276,616 1 276 616 1,295,542 1,316,772 1,340,311 1,376,899 1,398,627 1 398 627 1,408,479 1,409,852 1,402,624

Federal Inmates (1) 194,117 203,836 203 836 217,507 229,928 241,238 249,449 255,908 255 908 257,595 266,864 270,225

Total Inmate Population 1,441,156 1,480,452 1 480 452 1,513,049 1,546,700 1,581,549 1,626,348 1,654,535 1 654 535 1,666,074 1,676,716 1,672,849

State Federal Partnership Partnership Population (2) Population 72,577 22,695 73,497 73 497 73,657 74,133 80,401 86,065 94,665 94 665 101,426 102,186 103,728 24,335 24 335 27,840 32,463 33,396 39,879 44,676 44 676 47,611 51,386 50,984

Total Partnership Population 95,272 97,832 97 832 101,497 106,596 113,797 125,944 139,341 139 341 149,037 153,572 154,712

Total Partnership % 6.6% 6.6% 6 6% 6.7% 6.9% 7.2% 7.7% 8.4% 8 4% 8.9% 9.2% 9.3%

Incremental Inmate Population 14,988 39,296 39 296 32,597 33,651 34,849 44,799 28,187 28 187 11,539 10,642 -3,867

( ) (1) Federal p p population f g figures include BOP and USMS, however they DO NOT include ICE. , y (2) 6,033, 7,822 and 9,976 inmates for 2008, 2009 and 2010, respectively, have been added to the BJS totals of state partnership population due to a reporting descrepancy of out of state inmates from the state of California.

22

Potential for Additional Market Penetration

Until recently, partnership corrections provided incremental beds as inmate populations grew limiting market penetration. Market penetration increasing as government partners: Replace old, cost inefficient government-run facilities with new, efficient privately owned and operated facilities. Sell government-owned facilities:

In 2011, CCA closed on first ever acquisition of state-owned Lake Erie, Ohio prison, th t CCA now operates. pi that p t Sale provided cash infusion to state and ongoing operational cost savings.

23

Upside Growth and Downside Durability

Significant EPS growth following the 2001 recession as populations rebounded. Resilient earnings during downturn: 9.3% CAGR 2007-2011.
$1.80 $1.60 $1.40 $1.20 $1.00 $0.80 $ $0.60 $0.40 $0.20 $0.00 2003 2004 2005 2006 2007 2008 2009 2010 2011 CCA Adjusted EPS (1) $0.41 $0 41 $0.52 $0.61 $0.86 $1.08 $1.20 $1 20 $1.28 $1.54 $1.41

(1)

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

24

High Barriers to Entry

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

25

Financial Overview

Financial Results

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

For the Year Ended December 31, 2011 2010 Financial Statistics Total Revenues Facility Operating Margin y p g g Net Income Diluted EPS Adjusted Diluted EPS EBITDA (1) Funds From Operations, Per Diluted Share (1) Adjusted Funds From Operations, Per Diluted Share (1) Operating Statistics Operating M i P M d O i Margin Per Man-day Total Compensated Man-days $ $ $ $ $ $ $ $ 1,735.6 541.7 162.5 1.54 1.54 440.7 2.95 2.49 $ $ $ $ $ $ $ $ 1,675.0 520.3 157.2 1.39 1.41 427.1 2.75 2.37

Change 3.6% 4.1% 3.4% 10.8% 9.2% 3.2% 7.3% 5.1%

18.33 18 33 29,570,671

18.20 18 20 28,586,444

0.7% 0 7% 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 From Operations Per Diluted Share.

27

Strong Balance Sheet

For theFourth Quarter 2011 Total Leverage Ratio (Total Debt/Annualized Adjusted EBITDA) Maximum Leverage Ratio allowed under Revolving Bank Credit Facility Debt Ratio (Total Debt to Total Market Cap) Interest Coverage Ratio (Adjusted EBITDA/Interest Incurred) Weighted A i h d Average S Stated I d Interest R Rate on T l D b Total Debt 2.9x 5.0x 38.0% 6.0x 6.4% 6 4%

Over $3 billion of essential government infrastructure, real estate Strong Liquidity

Total Liquidity (cash plus availability on revolver) = $212.6 million Working Capital (excluding cash) = $105.2 million New $785 million 5-year revolver executed in January 2012.

Ready Access to Debt Capital Markets

Borrowing under revolver at LIBOR + 1.5% at February 1, 2012.

28

Strong access to bond market.

Strong Cash Flow Generation

Prisons are mainly concrete and steel; thus depreciation and amortization expense significantly exceeds maintenance cap-ex. Therefore, our Adjusted Funds From Operations per share is substantially greater than EPS.
Adjusted EPS Compared to Adjusted Funds From Operations (normalized for taxes) Per Diluted Share Adjusted FFO (normalized for taxes) Per Diluted Share Six Year CAGR 17.7%
$2.50 $2.23 $2.00 $ $1.40 $1.06 $1.00 $0.84 $0.86 $0.50 $0 50 $0.61 $1.08 $1.20 $1.28 $1.41 $1.54 $2.06 $1.73 $1.81

$1.50 $1 50

$2005 2006 2007 2008 2009 2010 2011

Adjusted Funds From Operations (normalized for taxes)

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 Share

Adjusted Diluted Earnings Per Share

29

2012 Guidance
Low End of 2012 Guidance Earnings Per Diluted Share First Quarter 2012 Full-Year 2012 Adjusted Funds From Operations Per Diluted Share Net income Income tax expense Income taxes paid Depreciation and amortization Expenses associated with debt refinancing transaction, net of taxes Other non-cash items Funds From Operations d Maintenance and technology capital expenditures Adjusted Funds From Operations u ds o Ope o s e u ed S e Funds From Operations Per Diluted Share Adjusted Funds From Operations Per Diluted Share $ $ 0.32 0 32 1.60 High End of 2012 Guidance $ $ 0.33 0 33 1.70

161,000 99,000 99 000 (99,000) 115,000 1,000 15,000 292,000 (55,000) 237,000 2.89 .89 2.35

171,000 105,000 105 000 (105,000) 115,000 1,000 16,000 303,000 (50,000) 253,000 3.00 2.50

$ $ $ $

$ $ $ $

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 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 in connection with an announcement of our intention to initiate a dividend. However, this slide does not constitute a reaffirmation or update of that guidance. Any such reaffirmation or update will be made by means of a widely disseminated statement.

30

Industry Leading Returns on Capital

Return on Capital Employed (1)
16.0% 14.0% 12.0% 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% 2006 2007 2008 2009 2010 2011 11.9% 13.5% 14.4% 14 4% 13.6% 14.0% 14.0%

(1)

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

31

Modest Short-Term Debt Maturities

Debt Maturity at December 31, 2011 (Pro-forma for refinancing)
$ in millions $700.0 $600.0 $500.0 $400.0 $300.0 $200.0 $100.0 $$2012 2013 2014 $600.0

$465.0

$150.0 $40.0 $40 0 $2015 2016 2017

32

Opportunities for Growth

Filling Vacant Beds Drives Earnings

Vacant Bed Inventory
Facility c y Owned Beds (Owned facilities with 100 or more beds available) Diamondback Prairie Huerfano Cimarron Incremental Marketable Beds Owned Beds Available February 1, 2012 Managed-Only Total Beds Available at February 1, 2012 Beds Under Development Jenkins Correctional - Opening Q1 2012 Total Beds Available and Under Development 1,124 13,832 13 832 Under contract with State of Georgia 2,160 1,600 752 1,039 6,320 11,871 837 12,708 Available Beds at February 1, 2012 eb u y , 0 Beds Under Contract eds U de Co c

34

Filling Vacant Beds Drives Earnings

Marketable Owned Capacity Facilities Under Development Total Owned Available Beds Inventory Managed-Only Available Beds Grand Total

Total Beds Available at February 1 , 2012 11,871 1,124 12,995 837 13,832

Average Margin (1)

Estimated Potential Annual Incremental EBITDA (2)

$ $

24.69 4.25

$ $ $

117,108,991 1,298,396 118,407,387

Filling all of the available beds and the beds under development at the margins we achieved during the fourth quarter of 2011 would generate approximately $0.72 of additional EPS(3) and Adjusted Funds From Operations of $0.73 per diluted share. (4) Carrying an inventory of owned beds provides a significant competitive advantage in capturing new business no long construction lead times. g Cash operating costs of vacant beds we own is very manageable at approximately $1,000 per bed per year.

(1) (2) (3) (4)

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 have achieved stabilized occupancy and therefore fixed costs. Facility EBITDA, referred to in the Company's public filings as "Facility Contribution", is defined as total facility revenues less facility operating expenses. 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. Refer to calculation of Adjusted FFO in the Appendix Section of this presentation.

35

Current Development Opportunities

The challenging economic environment and increasing pressure for cost efficiencies is creating 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 seeking concept proposals to build three new f ili i to consolidate populations ki l b ild h facilities lid l i currently 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

Harris County, T H i C t Texas outstanding RFP to manage the county's jail system totaling t t di t th t ' j il t t t li approximately 9,100 beds to achieve cost savings. State of Florida considering privatizing Region IV, which entails approximately 16,400 beds ow ed owned by the state of Florida. e s a e o o da.
36

Growth Through Facility Acquisitions

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." Communicate CCA s interest in acquiring and operating government-owned CCA's correctional facilities. Convey benefits of sale to our government partners.

Cash infusion to meet immediate budget shortfall. shortfall Ongoing operational costs savings without the loss of operational quality. Reduce ongoing and long-term pension obligations. Free b d d ll f F budget dollars for schools, transportation, healthcare, under-funded h l i h lh d f d d pensions, etc.

37

Dividend and Capital Allocation Overview

Favorable Impact of Share Repurchases

140,000 120,000 100,000 80,000 60,000 40,000 20,000 0

125,738 115,962 109,754 99,528

Over $500 million shares repurchased since 2008 Average repurchase price $17.91

November 15, 2008

2009

2010

2011

39

Dividend Initiation

New Dividend Policy:

Intent to pay a quarterly cash dividend of $0.20 per share ($0.80 annually). (1) First di id d Fi dividend expected to paid in June 2012. d id i J 2012 Dividend supported by strong liquidity, balance sheet and cash generation. AFFO best measure of internally generated cash available for dividends and new 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 delivers significant earnings growth.

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

Significant earnings growth capacity

Dividends will replace the share repurchase program which was terminated.
40

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

Uses of AFFO
Uses of AFFO
Maintain Ample Liquidity and Solid Balance Sheet

Payout 1/3 in Dividends

Cash Dividends (1) = $0.20 per share Quarterly ($0.80 Annually) Increase dividend as earnings grow

Invest 2/3 in Growth

Invest in facility acquisitions and development to grow earnings
Earnings g Growth

Dividends

1/3

2/3

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

(1) (2)

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. Refer to Capital Available for Future Investment in the Appendix Section of this presentation.

41

Significant Capacity for Earnings Growth

Significant EBITDA Growth Available: Filling Vacant Beds = $118 million (1) Invest 3 years of excess AFFO in New Beds = $94 million (2) Cash Dividends further enhance total shareholder returns

$ $700 $600 $500 $400 $300 $200 $100 $441 $94

Invest Excess AFFO Fill Vacant Beds 2011 EBITDA

48%

$118

(1) (2)

Refer to page 35 of this presentation Refer to Capital Available For Future Investment in the Appendix Section of this presentation

42

Summary
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. E Essential i f i l infrastructure real estate, resilient cash fl and strong b l l ili h flow d balance sheet. h

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 quarterly dividend. $ q y Leaves 2/3 AFFO (or 100% net income) for reinvestment. 45% market share with high barriers to entry.

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

43

Appendix Section

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

($ in thousands)

Operating income Transportation, rental and other non-facility revenue Transportation, rental and other non-facility expenses General and administrative Depreciation and amortization Facility EBITDA

For the Year Ended December 31, 2011 2010 332,055 $ 323,061 (6,419) (6,752) 15,920 15,750 91,227 91 227 84,148 84 148 108,931 104,051 541,714 $ 520,258

A-1

Reconciliation to GAAP
Reconciliation to Adjusted Diluted Earnings Per Share
($ in thousands)

Net income Special items: Goodwill i G d ill impairment for discontinued operations i f di i d i Diluted adjusted net income Weighted average common shares outstanding - basic Effect of dilutive securities Stock ti St k options Restricted stock-based compensation Weighted average shares and assumed conversions - diluted Adjusted Diluted Earnings Per Share

For the Year Ended December 31, 2011 2010 162,510 $ 157,193 162,510 104,736 603 196 105,535 1,684 1 684 158,877 112,015 769 193 112,977 $ 1.41

1.54

A-2

Reconciliation to GAAP
Calculation of Incremental Adjusted Funds From Operations From Existing Beds and Beds Under Development
($ in millions, except p share d t ) i illi pt per h data)

Incremental EBITDA Interest income lost Maintenance cap ex (1.0% of investment per year) cap-ex Estimated income tax expense Incremental Adjusted Funds From Operations Estimated Incremental Adjusted Funds From Operations Per Share E tim t d In r m nt l Adj t d F nd Fr m Op r ti n P r Sh r

Potential Incremental Adjusted Funds From Operations $ 118.4 (0.5) (0.5) (44.2) $ $ 73.2 0.73 0 73

Note: Calculation of incremental Adjusted Funds From Operations resulting f f j p g from the existing inventory of beds and beds under development resulting in estimated incremental EBITDA of $118.4 million, as g y f p g f further illustrated on page 35. Actual incremental EBITDA may differ from that illustrated.

A-3

Reconciliation to GAAP
Calculation of EBITDA
($ in thousands)
For the Year Ended December 31, 2011 2010 $ 162,510 $ 157,193 72,940 72 940 71,127 71 127 108,931 104,051 96,301 94,297 404 $ 440,682 $ 427,072

Net income Interest expense, net expense Depreciation and amortization Income tax expense (Income) loss from discontinued operations, net of taxes EBITDA

A-4

Reconciliation to GAAP
Calculation of Funds From Operations and Adjusted Funds From Operations
($ in thousands, except per share data)
For the Year Ended December 31, 2011 2010 $ 162,510 $ 157,193 96,301 94,297 (70,341) (61,396) 108,931 104,051 2,222 1,684 (253) 9,254 9 254 8,525 8 525 4,331 4,250 $ 310,986 $ 310,573 (47,912) $ $ $ 263,074 263 074 2.95 2.49 $ $ $ (43,092) 267,481 267 481 2.75 2.37

Net income Income tax expense Income taxes paid Depreciation and amortization Depreciation and amortization for discontinued operations Goodwill impairment for discontinued operations Income tax benefit for discontinued operations Stock-based S k b d compensation reflected in G&A expenses i fl d i G A Amortization of debt costs and other non-cash interest Funds From Operations Maintenance and technology capital expenditures Adjusted Funds From Operations Funds From Operations per diluted share Adjusted Funds From Operations per diluted share

A-5

Reconciliation to GAAP
Calculation of Adjusted Funds From Operations Normalized for Taxes
($ in thousands, except per share data)
For the Year Ended December 31, 2011 Net incom e Incom e tax expense I Expenses associated with debt refinancing transactions Incom e tax benefit for debt refinancing transactions Incom e taxes paid Depreciation and am ortization Depreciation and am ortization for discontinued operations Goodwill im pairm ent Goodwill im pairm ent for discontinued operations Incom e tax expense (benefit) for discontinued operations Stock-based com pensation reflected in G&A expense Am ortization of debt costs and other non-cash interest Funds From Operations Maintenance and technology capital expenditures Adjusted Funds From Operations, as reported Incom e taxes paid, as reported (1) "Norm alized incom e taxes paid (1) Adjusted Funds From Operations As Adjusted for Norm alized Taxes Diluted shares Adjusted Funds From Operations Per Diluted Share, as Adjusted for Norm alized Taxes $ $ $ $ $ 162,510 96,301 96 301 (70,341) 108,931 9,254 4,331 310,986 (47,912) 263,074 70,341 (98,348) 235,067 105,535 2.23 $ $ $ $ $ 2010 157,193 94,297 94 29 (61,396) 104,051 2,222 1,684 (253) 8,525 4,250 310,573 (43,092) 267,481 61,396 (96,110) 232,767 112,977 2.06 $ $ $ $ $ 2009 154,954 79,541 9 541 3,838 (1,465) (63,534) 99,939 864 1,723 8,690 4,017 288,567 (48,866) 239,701 63,534 (91,221) 212,014 117,290 1.81 $ $ $ $ $ 2008 150,941 88,227 88 22 (54,914) 89,773 1,688 3,252 8,544 3,812 291,323 (35,321) 256,002 54,914 (92,120) 218,796 126,250 1.73 $ $ $ $ $ 2007 133,373 76,698 6 698 (51,255) 77,867 815 554 1,020 4,134 6,478 3,931 253,615 (47,500) 206,115 51,255 (81,996) 175,374 125,381 1.40 $ $ $ $ $ 2006 105,239 57,308 5 308 982 (13,690) 66,801 872 3,841 4,840 4,433 230,626 (50,001) 180,625 13,690 (63,601) 130,714 123,058 1.06 $ $ $ $ $ 2005 50,122 25,389 25 389 35,269 (15,776) 59,415 653 1,282 2,673 5,341 164,368 (36,205) 128,163 15,776 (42,584) 101,355 120,846 0.84

(1) We currently believe we will pay income taxes equal to approximately 38% of our pre-tax income in 2012. For illustration purposes, income taxes paid have been adjusted to reflect 38% of pre-tax income, including pre-tax income on discontinued operations and excluding non-operating events, such as goodwill impairment charges and expenses associated with debt refinancing and recapitalization transactions. We continuously evaluate tax planning strategies to reduce the effective tax rate for financial reporting purposes as well as strategies to reduce the amount of taxes we p y pay. As a result, the amount of income taxes we pay may fluctuate significantly from period to period depending on the effectiveness of our strategies. The amount of taxes we pay may also result , p y y g y p p p g g p y y from many factors beyond our control, such as changes in tax law. Income taxes paid prior to 2007, reflected the utilization of net operating loss carry forwards, which have been fully utilized for federal income tax purposes, diminishing the comparability of taxes paid for such periods.
Net income Incom e tax expense Incom e tax expense (benefit) for discontinued operations Goodwill impairm ent charges Expenses associated with debt refinancing and recapitalization transactions Adjusted pre-tax incom e Assum ed cash rate on income taxes "Norm alized" cash taxes $ $ $ 162,510 96,301 258,811 38% 98,348 $ $ $ 157,193 94,297 (253) 1,684 252,921 38% 96,110 $ $ $ 154,954 79,541 1,723 3,838 240,056 38% 91,221 $ $ $ 150,941 88,227 3,252 242,420 38% 92,120 $ $ $ 133,373 76,698 4,134 1,574 215,779 38% 81,996 $ $ $ 105,239 57,308 3,841 982 167,370 38% 63,601 $ $ $ 50,122 25,389 1,282 35,269 112,062 38% 42,584

A-6

Reconciliation to GAAP
Calculation of Adjusted Diluted Earnings Per Share
($ in thousands, except per share data)
For the Year Ended December 31, 2011 Net income Special Items: Reversal of reserves for uncertain tax positions and other additional income tax credits p g Expenses associated with debt refinancing transactions Change in fair value of derivatives Excess distributions to prefered stockholders Stock option compensation expense associated with accelerated vesting Goodwill impairment Income tax benefit, as reported Assumed income tax expnse (1) Excess distributions to prefered stockholders Income tax benefit for special items Adjusted net income Interest expense applicable to convertible notes, net of taxes Diluted adjusted net income Diluted shares Adjusted Diluted Earnings Per Share $ $ 162,510 $ 162,510 105,535 1.54 $ 1,684 $ 158,877 $ 158,877 112,977 1.41 $ (6,974) 3,838 , $ 150,941 $ 150,941 126,250 $ 1.20 $ 1,574 $ 134,947 $ 134,947 125,381 1.08 $ 982 (361) $ 105,860 $ 105,860 123,058 0.86 $ $ $ 35,269 , 989 (12,587) 73,793 129 73,922 120,846 0.61 $ $ $ 61,081 720 61,801 119,340 0.52 $ $ $ 6,687 , (2,900) 4,472 (53,272) (36,919) 4,472 4 472 (90,191) 44,589 952 45,541 110,664 0.41 $ 162,510 2010 $ 157,193 2009 $ 154,954 2008 $ 150,941 2007 $ 133,373 2006 $ 105,239 $ 2005 50,122 $ 2004 61,081 2003 $ 126,521

(1,465) $ 150,353 $ 150,353 117,290 1.28

A-7

Capital Available for Future Investment

Adjusted Funds From Operations after dividends provides significant capital for future investment.
($ in millions) i illi )

Cash on hand, December 31, 2011 Adjusted Funds From Operations (1) 2012 2013 2014 Total Cash and Adjusted Funds From Operations through 2014 Remaining Availability Under the Revolving Credit Facility (2) Capital Less Dividends through 2014 (3) Less on-going prison construction and expenditures related to potential land acquistions Total Capital Available for Investment Incremental EBITDA at 14%: mid-point of 13%-15% EBITDA ROI Target (4)

55.8 237.0 237.0 237.0 237 0 766.8 156.7 923.5 (220.0) (220 0) (35.0)

$ $

$ $

668.5 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) (2) (3) (4) 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 the guidance provided. Assumes that all of the remaining availability under the Revolving Credit Facility is funded. Although the board of directors will continually evaluate dividend payouts, assumes the dividend will remain unchanged through the end of 2014. Assumes midpoint, or 14%, of EBITDA ROI target is achieved on Total Future Capital Available..

A-8