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Executives

Damon Hininger – President and CEO

Todd Mullenger – CFO

Analysts

Manav Patnaik – Barclays Capital

Kevin Campbell – Avondale Partners

Kevin McVeigh – Macquarie

Todd Van Fleet – First Analysis

Emily Shanks – Barclays Capital

Tobey Sommer – SunTrust

Corrections Corporation of America (CXW) Dividend Invitation Conference February 28, 2012 2:00 PM ET

Operator

Good afternoon, everyone. And welcome to CCA’s Dividend Initiation Conference Call. Today’s call is being recorded. If you need a copy of our press release, it is available on the investor page of our website at www.cca.com.

Before we begin, let me remind today’s listeners that this call contains forward-looking statements pursuant to Safe Harbor provisions of the Securities and Litigation Reform Act. These statements are subject to risks and uncertainties that could cause actual results to differ materially from statements made today. Factors that could cause operating and financial results to differ are described in the press release as well as our Form 10-K and other documents filed with the SEC.

This call may include discussion of non-GAAP measures. The reconciliation of the most comparable GAAP measurement is provided in today’s presentation available on the investor page of our website at www.cca.com. We are under no obligation to update or revise any forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events.

Participating on today’s call will be our President and CEO, Damon Hininger; and Chief Financial Officer, Todd Mullenger.

I would now like to turn the call over to Mr. Hininger.

Please go ahead, sir.

Damon Hininger

Melody, thank you so much and good afternoon and welcome to our call this afternoon. In addition to Todd joining me during our call, we also have our Chairman, John Ferguson. Here in a few minutes, I’m going to walk you through the slide presentation that’s out on the web. It’s in the CCA.com website under Investor Relations, so feel free to pull that up if you haven’t already, and we’ll take a few minutes to go through the deck and then after that, we’ll open it up for Q&A.

So with that, let’s go ahead and get started and as you go into the presentation, if you would direct your focus to slide number three. That’s where we’ll start our conversation this afternoon. So let me just first say we’re very excited about our new dividend program. As the management team and the Board went through 2011, really took another hard look at other alternatives where we can create additional shareholder value. And this was partly because we knew we were going to run our course on the share repurchase program since we have restrictions in our debt agreements that limit the amount of cash that we can send out the door through either share repurchase and dividend program and that program has kind of run its course, and we’re getting close to that limitation. The conversation during 2011 was more about what additional steps can we take to increase shareholder value.

So we see this announcement as the next logical step in a very thoughtful strategy. If you think about the last few years, our company has been focused really on two main things. One is our core business, which is the adult secure solutions here in the United States where we’ve had great success over the last few years in growing and expanding but also with the share repurchase program.

As many of you know that have been investors of the company, this program has spent about $500 million or brought in about 28 million shares during that 3-year period of time at a cost basis of about $17.91. So we’ve had great success with that program, but again as we get towards the end of 2011 we knew that was going to run its course. So this led to the announcement which we did yesterday, our new dividend policy.

So as you saw in our press release, we’re intending to pay a cash quarterly dividend of about $0.20 per share or annually about $0.80, and we’re expecting to pay our first dividend in June of this year.

And the dividend supported by strong liquidity; again many of you know this already, that have been following the company, but also a strong balance sheet and also very strong cash generation. In fact, we’re trading right now at debt-to-EBITDA less than three times and not only us saying that we have a good balance sheet and liquidity, this was reinforced last summer by Moody’s which gave us an upgrade in our debt holdings; but also during this period of time as I mentioned earlier, we spent $0.5 billion on share repurchase but we didn’t have to add any additional debt to the balance sheet to achieve that success with that program.

Now as we think about our capital strategy going forward with this new policy, we’re looking at our allocation really going – really two different directions, one of which is about a third of our AFFO going towards the cash dividend and then the other two thirds going towards earnings growth, so really focusing in on our core business of adult secure solutions in the U.S.

Now, investors that have been with the company a while know that we’ve used AFFO as a measure of the company’s cash generation and this, we think is still a good measure to show the amount of cash that we are generating for dividend, but also what we can do for new investment.

Of course, with this new policy, maintaining ample liquidity and a strong balance sheet will continue to be a priority for the company, but we intend to invest two thirds of AFFO towards facility acquisitions, so solutions like we did here recently with Ohio, but also new development opportunities for either design build or longer term spec capacity.

So with that; with that earnings growth, we expect the dividend to grow with that over time. Now what’s great about this policy, we think we’re putting forth a very compelling dividend but having two thirds of our AFFO set aside for new growth, we think gives us great, great growth opportunities again in the core business that we do here in the United States.

And then the last point, which was said in the press release is that we are terminating our share repurchase program again since, we had kind of run the course of 2011 and now are bumping up to the restrictions in our debt covenant, we thought this is a good strategy to put our focus on the dividend policy and terminate the share repurchase program.

If I could now have you move to slide four, we’ll spend a few minutes talking through our cash flow generation. And really, especially for the folks that are brand new to the company and to the industry, I wanted to direct your attention to our cash flow generation over the last few years and because, we think we have a very strong cash flow model compared to other companies and other industries.

So let me take you through these bullets for a few minutes. Right now, we have on the balance sheet about $2.6 billion in facility assets and these are prisons; these are facilities that are mainly concrete and steel thus our depreciation and amortization expense significantly exceeds our maintenance CapEx. Therefore, as I mentioned earlier, adjusted funds from operations per share is substantially greater than EPS and is the best measure of actual earnings and internally generated cash flow.

Now this is a permanent and very unique feature of our business. This is not a onetime event where you see our maintenance CapEx significantly below AFFO. This is a permanent feature as you could see from this slide for the company. And also to put a couple of numbers to it, we gave our investors guidance a couple of weeks ago on maintenance CapEx being in the neighborhood of $50 million to $55 million in 2012 and contrast that our 2011 depreciation and amortization number was close to $110 million. So again, gives you a good sense of the delta there in addition, seeing the chart there on page five.

But the other point I would make on this slide is that we have extremely valuable assets that have produced very durable earnings, especially over the last 3 years. In fact, if you look both at our top line and our bottom line these two numbers have been very durable over the last 36 months. Our margin during that period of time has expanded just modestly during that period of time, but also our revenue per day and our occupancy was very solid during that same period of time over the last 36 months. And this is of course and I am stating the obvious this is of course, in the worst economic environment in our lifetime but also with the company adding about 6,400 new beds during that period of time.

Moving to the next slide on page five, this is an illustration of what I mentioned earlier which is the kind of our philosophy going forward with AFFO as we think about this new dividend program. So as I mentioned earlier, we’re looking at about a third of the AFFO going out in a dividend to our investors and then the other two thirds going out for organic growth, again through acquisitions or new bed developments.

But I think, this puts us in a very unique class if you think about the amount of money we’ve got going out for a dividend which we think is very compelling but also having two thirds of our AFFO still set aside for new growth. And in fact, if you think about it a different way, we have about 100% of our net income being available for new growth and new earnings opportunity.

So this is I think puts us in a very unique class of companies that’s able to do such a compelling dividend but also have plenty of resources for new growth. But also, let me just make a point here especially for new investors or people looking at the company for the first time, we think our growth opportunities are still very compelling.

Over the next 3 to 5 years, we see meaningful opportunities both at the state and with our existing federal partners. But also right now in the country there’s only about 9% penetration with CCA and other vendors in the space in the US corrections market.

And what’s unique about the other 91%, which is the publicly operated facilities at the state and local level and the federal level, no one at the state level, not one of the 50 states has built a new prison capacity to deal with growth or incremental growth or overcrowding. So we think, still a very compelling story for growth opportunities for the company and again with this dividend policy, we think we’re well suited to do both.

The last slide, I want to direct your attention to is page six and this talks about our capacity for earnings growth. So last year, we reported about $441 million in EBITDA for 2011; so, we’ve also got inventory that if it’s completely utilized that would increase EBITDA by about $118 million. So this is prison capacity that’s already on the balance sheet and is bought and paid for that can generate another $118 million in incremental EBITDA.

And then if you also pro forma the AFFO that would not be spent towards a dividend towards new growth that could generate another $100 million in incremental EBITDA; so, we can increase our EBITDA by $200 million by those two activities alone.

Again, meaningful growth to grow the business in – with that obviously grow our dividend. So, a lot of upside we see for the company and for the investors. Again, we’re very excited about this program and look forward to getting started with our first payment in June of this year. So, before I turn it back over to Melody for Q&A, let me just say to people that are learning about the company for the first time or interested in learning more, of course, feel free to go to our website at CCA.com under the Investor Relations link, we’ve got investor presentations from previous quarters that would allow you to do kind of a deeper dive into the company, into the industry, and our growth prospects going forward.

Karin Demler is our Head of Investor Relations here in our office in Nashville, Tennessee, feel free to contact her because we plan to hit the roads here in the coming weeks and coming quarters to talk more about the company and be happy to set any meetings as we travel around the country to talk to potential new investors.

So with that, let me turn it over to Melody, and we’ll start our Q&A.

Question-and-Answer Session

Operator

Thank you. (Operator Instructions) We’ll go first to Manav Patnaik with Barclays Capital.

Manav Patnaik – Barclays Capital

Hey, good afternoon, thank you and congratulations on issuing the dividend, guys.

Damon Hininger

Thanks, Manav. There was an analyst last year that suggested it might be good idea, so.

Manav Patnaik – Barclays Capital

I wonder who that was. But...

Damon Hininger

Yes.

Manav Patnaik – Barclays Capital

So I had a quick question, so on the covenant restrictions, I guess right now at least from the footnote I saw on the slide deck, it said your dividend is still restricted to 50% of net income and I was just curious if you could elaborate further in terms of – I remember with the share buybacks, it accumulates at 50% net income. Is that the case with the dividend as well or is it just flat out at the end of the year it should just be 50% of net income?

Damon Hininger

No, it would be the same restrictions if it’s a dividend or a share repurchase. So, yes, nothing changes with that requirement.

Manav Patnaik – Barclays Capital

So basically the amount that you can pay accumulates over time, so if you’re paying under 50% right now that amounts to – adds up and you could potentially get above that later on?

Damon Hininger

Exactly. Exactly. So we are – right now we’re – to so say in round numbers that would increase by about $20 million per quarter. Half of our net income per quarter, so it would be about $80 million to $85 million a year, so your math is right.

Manav Patnaik – Barclays Capital

Okay. Fair enough. And then the – the one other question I had was with respect to obviously at some point later, you know, having the flexibility to do both, do dividends and buybacks that requires getting these covenants restricted; what is the sort of one to two year plan as to how you guys are approaching it in terms of basically getting rid of those restrictions?

Damon Hininger

So it’s still a priority. I think that we’ve shown good effort and I think the Moody’s upgrade last summer is a good indication of our efforts to continue to educate agencies like Moody’s and even Fitch on what we do and the stability of our earnings. So that’s still a priority for the company, and I think as we continue to get people like Moody’s more comfortable about our business and stability of our business, and I think that gives us greater leverage and greater ability as we either renegotiate or revisit some of these debt covenants.

Manav Patnaik – Barclays Capital

Got it. All right, fair enough. Thank you guys and congratulations again.

Damon Hininger

Thanks, Manav.

Operator

And we’ll go next on Kevin Campbell with Avondale Partners.

Kevin Campbell – Avondale Partners

Good afternoon, thanks for taking my question. As it relates to those restrictions, what’s the earliest that you could actually get those removed? Is it the bonds, are they callable June of next year is that right or July of next year? Is that the earliest you could remove those?

Todd Mullenger

Kevin, this is Todd. So we have the – we’ve got three issuances outstanding. We’ve got $40 million outstanding under the senior notes that mature in March of 2013, we have $150 million outstanding under an issuance that matures in January of 2014 and then we have $465 million outstanding under senior note issuance that matures in 2017. But the first call date would be June of 2013 on that $465 million of 7.75% notes.

Kevin Campbell – Avondale Partners

So you’d have to – are the $150 million that’s outstanding on January 2014, are those callable right now?

Todd Mullenger

Those are callable at par.

Kevin Campbell – Avondale Partners

Okay. So you could theoretically – June 13 then would be the earliest you could remove those restrictions completely if you wanted to call and pay a premium?

Damon Hininger

That’s correct. The premium would be half the coupon rate.

Kevin Campbell – Avondale Partners

Okay, and...

Damon Hininger

First call date.

Kevin Campbell – Avondale Partners

Okay. Great. And then, as you think about then for the next 18 months or 16 months and theoretically you sort of have the same level of restrictions that you’ve had before, so why do you prefer a dividend here versus a buyback and is there anything that goes into that thinking about your minimum ROI. Maybe at these levels you can’t hit that minimum 13% ROI and that therefore you’d rather give the cash back to shareholders via dividend. Could you explain maybe your thoughts related to that?

Damon Hininger

This is Damon. So, we’re just as you know at a point where we’re limited now on what we could do in a share repurchase. So I think we’ve shown the ability to go out at the right time, obviously it’s a marketplace and obviously we had a cost base of about $17 to buy back shares at a good rate. So since, we are bumping up to this limitation, we do have some cushion obviously in our restricted payment basket but that’s only going to grow $20 million.

We thought this is a good way to get great value back to our shareholders and really get more bang for the buck. I think you could argue would it make sense to maybe do a lower dividend and then maybe have some money set aside for share repurchase; but obviously, if we did a lower dividend that means a lower yield, so less bang for your buck. So we see this as a way to really kind of prioritize and really focus in on dividend and come out with a dividend we think is very compelling.

Kevin Campbell – Avondale Partners

But, the limitations, how are they different than what the limitations you have on the dividend from the restricted basket? I mean, obviously you were bumping up on what you had set aside from the plan, but you could always increase the size of the plan as you’ve done over the last couple of years?

Damon Hininger

Yes. We can increase the size of the plan but – we can increase the size of the plan, but we still would have the limitations. So to say it a different way, our run rate now that would increase the basket is going to be about $20 million which obviously that’s pretty darn close to what we’re coming out with for a dividend payment. So we thought if we could give back – value back to shareholders in a meaningful way but also knowing that we’ve got this restriction, we thought the dividend was the best course of action but the restriction still stayed the same.

Todd Mullenger

Yes, let’s say there was a couple of other considerations that went into thinking as well. We think paying a dividend may more effectively highlight the magnitude of our AFFO, the growth of that AFFO and how AFFO was significantly higher than our net income and will always be as Damon pointed out earlier significantly higher due to the difference between depreciation, amortization expense and maintenance CapEx and then you’ve got some of the traditional arguments in favor of a dividend, the potential increase in investor base by attracting yield-seeking investors and then some studies that suggest that dividends may provide something of a valuation floor on a stock price. So all of those go into the thinking around a dividend versus share repurchase.

Kevin Campbell – Avondale Partners

Okay, great. And then last question, I think I know the answer to this but I’ll ask it anyway. Does this change in any way your thoughts about restructure or anything like that?

Damon Hininger

It does not.

Kevin Campbell – Avondale Partners

Okay.

Damon Hininger

It does not. So I think our view hasn’t changed there. So yes, this is – if we thought another great tool in the tool box we can pull out to increase shareholder value.

Kevin Campbell – Avondale Partners

Okay, great. Thank you very much.

Damon Hininger

Thanks, Kevin.

Operator

We’ll go next to Kevin McVeigh with Macquarie.

Kevin McVeigh – Macquarie

Great. Thank you and nice job on the dividend. As you frame up kind of the incremental EBITDA growth of the $118 million in the vacant beds and then excess AFFO. Over what time period would you find a target for that; and if you are able to fill those, would that potentially increase the amount you would be willing to return vis-à-vis the dividend, just given that those beds would be filled or is it just going to become more of an incremental step up?

Damon Hininger

Well, this is Damon. Yes, the first part of your question is to fill the beds as soon as possible; that’s top priority for the management team and we think we’ve shown some good success here recently with the new contract with Puerto Rico that we announced last month that they’re going to use 500 beds of existing capacity in Oklahoma, so we’ve got a lot of work to do still, but to answer your first part of your question is as soon as possible and we think we’ve got some incremental opportunities out there that we could still get across the finish line this year. And then to the second part of your question is absolutely; so, as we grow earnings going forward then the intent obviously is to grow dividends also.

Kevin McVeigh – Macquarie

Super, thank you. Nice job.

Damon Hininger

Thank you.

Operator

And we’ll go next to Todd Van Fleet with First Analysis.

Todd Van Fleet – First Analysis

Hi, guys. Why not wait? Why not wait until the end of this year to decide what you’re going to do on this? I mean, we are in an election year, I think we’ve seen some tax proposals come out that I think will propose significantly higher tax rates on dividends versus capital gains and it just seems like you wouldn’t hurt yourself necessarily by waiting until you get through the election cycle and get a little bit more certainty in the tax policy or maybe tax policy wasn’t really a consideration, I don’t know, but I guess that was really my only question concerning the timing?

Damon Hininger

Yes, this is Damon, Todd. Good afternoon. That is something that we considered, obviously looked out unto as best we could and also we don’t have any better predictions than anyone else in United States on what tax policy is going to look like. We took that into consideration; a lot of the initiation of dividends over the last 12 months as we did a research, I think now about 400 of the 500 companies in S&P actually have dividends in place and either have initiated or increased those in a meaningful way here recently.

So, we took that all into consideration. I think there is a view that as the baby boomers get closer to retirement age and that group grows bigger and bigger into looking at equities with a stable, fixed – stable and growing dividend, we thought we would be very compelling – not only very compelling to the investors, but also we think that’s obviously going to be part of the debate as they think about any changes in dividend tax policy. So it was a consideration but we felt this is right time to do a very meaningful step to provide value back to shareholders.

Todd Van Fleet – First Analysis

Just out of curiosity, as you were doing your research, was there any discernible difference between kind of a quarterly dividend and maybe companies that wait until the end of the year to declare an annual dividend. Are they viewed differently, I guess by investors?

Damon Hininger

Well, you probably can answer it better than I can. I would say there is obviously a lot of different ways and we did a lot of different research on fixed versus variable, special versus the smaller kind of incremental quarterly or annually. So there a lot of different variations that we feel like our plan moving forward as kind of a more of a traditional plan where it’s a fixed payment done quarterly. So we feel like that’s kind of in the category or is kind of the best practice out there with companies that pay dividends but we did look at alternatives but found this to be the best solution for us.

Todd Van Fleet – First Analysis

I guess thinking down the road here a couple years. I mean, it’s conceivable, Damon that the state level it didn’t happen in a significant way or significantly as we would have hoped I guess over the course of the past year, but we saw some meaningful procurements come out of the states. I think moving forward there’s a potential for even more meaningful procurements which could require substantial capital investments on the part of the company and they might be lumpy, certain degree of uncertainty surrounding that.

So I’m just – I’m sure you guys have probably thought about all the angles; I’m just – I’m kind of thinking about the merits of doing kind of say an annual dividend versus a quarterly dividend and with the annual dividend you get the benefit of kind of understanding okay, here’s the pipeline this year, is that the kind of thing that was – that you guys put a lot of thought to then I guess or did that...?

Damon Hininger

Absolutely. Absolutely, so as I look back to last three years in a very difficult economic environment as I said earlier, obviously you know this, Todd, our top line and bottom line have been very durable. And we’ve been able to be aggressive on all of the opportunities during that period of time but also spend $500 million in share repurchases. So really, I think that shows really the durable nature of our company and our earnings.

So as I look out to next 3 to 5 years and see the opportunities, you’re exactly right. Obviously it can be lumpy, it could be concentrated or it could be spread over time but I think we are well positioned with the amount of cash that this company generates so where we can have a compelling dividend but also not blink an eye on going after new business opportunities.

Todd Mullenger

And I’d just add to that, Todd, as we just demonstrated with the new $785 million bank credit facility, the credit markets love the CCA story. They’re open and available to us; so if we find ourselves in a situation where the dam busted loose on growth opportunities we’d have access to the capital markets to supplement the internally generating cash flow to meet those growth opportunities.

Damon Hininger

Yes, we’re well below three times right now debt-to-EBITDA. So we feel good about what we’re paying.

Todd Van Fleet – First Analysis

Okay. Thanks, guys.

Damon Hininger

Thank you, Todd.

Operator

And we’ll go next to Emily Shanks with Barclays Capital.

Emily Shanks – Barclays Capital

Good afternoon, everybody. Somewhat on the heels of that question, I just want to refresh, given this capital strategy allocation shift; does this at all change your self-imposed maximum leverage of four times? Obviously, I know that there are key basket – exists within the cap structure but I’m curious particularly around your longer term view around leverage?

Damon Hininger

No, that’s a great question. No, that doesn’t change.

Emily Shanks – Barclays Capital

Okay, great. And then can you also refresh for us if obtaining investment grade rating is a goal of the company?

Damon Hininger

Yes, I think that yes and I think that what we’ve demonstrated here in the last 12 months going out and talked to Moody’s and obviously got the initial ratings from Fitch, I think we’ve shown good progress on educating and obviously got the upgrade from Moody’s and also favorable rating from Fitch. So that continues to be a priority for the company.

Emily Shanks – Barclays Capital

What are the operational benefits to obtaining investment grade ratings?

Todd Mullenger

Lower cost of capital.

Emily Shanks – Barclays Capital

Okay. But that’s it. I mean you guys haven’t heard as of late. I know – obviously I’ve known you guys for a while, but you’ve never had an issue with clients not obtaining business or something of that nature because you’ve had...?

Damon Hininger

No.

Emily Shanks – Barclays Capital

Okay, all right. That hasn’t changed. Okay, all right, great. Thank you.

Damon Hininger

Thank you for your questions.

Operator

And we’ll take our last question from Tobey Summer with SunTrust.

Tobey Sommer – SunTrust

Thanks. Have the rating agencies articulated thresholds or steps or financial metrics that will be triggers to the investment grade upgrade?

Damon Hininger

They haven’t been specific or general in nature, and it varies from agency to agency. One wants to see increased revenues, I’d say others after the rating – recent ratings upgrade need to be a passage of time, I think all would like to see some improvement in the economic environment both generally and with regards to government budgets before they’d be willing to consider another step up.

Tobey Sommer – SunTrust

Okay, thank you. And since most of the dividend questions have been asked and capital allocation questions, I thought I would ask one about business, I know we heard from you just a few weeks ago, but any updates from the states and prospects for anything coming out of the spring legislative session that you’re aware of?

Damon Hininger

Nothing meaningful. As I think about the near-term opportunities, Arizona, New Hampshire; those are no real meaningful updates since we talked a few weeks ago. The President’s office did release his budget that has some money embedded within the Bureau of Prisons for a new contract confinement beds, I think about 1,000 beds and so that could obviously work its way through Congress, and it’s anybody’s guess, if you get appropriation done before the election or after the election, so yes, I’d say no other real meaningful updates outside that.

Tobey Sommer – SunTrust

Thank you very much.

Damon Hininger

Thank you.

Operator

And that concludes today’s question-and-answer session. I’d like to turn the conference back over to Mr. Hininger for any additional or closing remarks.

Damon Hininger

Melody, thank you so much and thank you to all the callers who participated in our conference today. We’re very appreciative of your time. Again, anybody that’s new to the company or new to the story, please let us know, and we’ll be doing some trips out into Northeast and out west and would be happy to sit down and educate you more about the company and what we do. So thanks again for your time this afternoon and look forward to talk to you soon. Thank you.

Operator

That concludes today’s conference. We thank you for your participation.

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