Supplemental Financial Information For the Quarter Ended June 30, 2017 The Company’s supplemental financial information and other data presented herein speaks only as of the date or period indicated (or as of the date posted, as the case may be), and the Company does not undertake any obligation, and disclaims any duty, to update any of this information. The Company’s future financial performance is subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect the Company's future financial results are discussed more fully in our reports filed with the SEC. Readers are advised to refer to these reports for additional information concerning the Company. Readers are also advised that the Company’s historical performance may not be indicative of future results. In addition, the information contained herein does not constitute an offer to sell or a solicitation to buy any of the Company’s securities. CoreCivic, Inc. Supplemental Financial Information For the Quarter Ended June 30, 2017 TABLE OF CONTENTS Financial Highlights & 2017 Guidance Summary 1 Consolidated Balance Sheets 2 Consolidated Statements of Operations 3 Reconciliation of Basic to Diluted Earnings Per Share 4 Calculation of Adjusted Diluted Earnings Per Share 5 Funds From Operations 6 Selected Financial Information 7 Segregated Data 9 Analysis of Outstanding Debt 10 Selected Operating Ratios 11 Partner Information 12 Facility Portfolio 13 Research Coverage / Credit Ratings 19 Damon T. Hininger, President and Chief Executive Officer David M. Garfinkle, Chief Financial Officer 10 Burton Hills Boulevard Nashville, TN 37215 Tel.: (615) 263-3000 Fax: (615) 263-3010 1 of 19 FINANCIAL HIGHLIGHTS (Unaudited and amounts in thousands, except per share amounts) For the Three Months Ended June 30, 2017 2016 For the Six Months Ended June 30, 2017 2016 Adjusted Diluted EPS $ 0.39 $ 0.49 $ 0.81 $ 0.89 Normalized FFO Per Share $ 0.59 $ 0.69 $ 1.21 $ 1.29 AFFO Per Share $ 0.56 $ 0.65 $ 1.18 $ 1.26 Debt Leverage 3.6x 3.3x 3.5x 3.5x Fixed Charge Coverage Ratio 5.7x 7.0x 5.8x 6.6x GUIDANCE SUMMARY (Unaudited and amounts in thousands, except per share amounts) Q3 2017 Low-End 37,500 $ 400 1,000 38,900 $ High-End 39,600 400 1,000 41,000 Net income Expenses associated with mergers and acquisitions Asset impairments Adjusted net income $ Net income Depreciation of real estate assets Funds From Operations Expenses associated with mergers and acquisitions Asset impairments Normalized Funds From Operations Maintenance capital expenditures on real estate assets Stock-based compensation and non-cash interest Other non-cash revenue and expenses Adjusted Funds from Operations $ Diluted EPS Adjusted EPS $ $ 0.32 0.33 $ $ 0.33 0.35 $ $ 1.50 1.52 $ $ 1.54 1.56 FFO per diluted share Normalized FFO per diluted share $ $ 0.51 0.52 $ $ 0.53 0.54 $ $ 2.28 2.31 $ $ 2.33 2.35 Adjusted Funds from Operations per diluted share $ 0.50 $ 0.52 $ 2.22 $ 2.26 Net income Interest expense, net Depreciation and amortization Income tax expense EBITDA Expenses associated with mergers and acquisitions Depreciation expense associated with STFRC lease Interest expense associated with STFRC lease Asset impairments Adjusted EBITDA $ Capital Expenditures Prison construction & land acquisitions Maintenance on real estate assets Information technology and other assets Total capital expenditures $ $ $ $ $ $ 37,500 23,300 60,800 400 1,000 62,200 (7,500) 5,500 (500) 59,700 37,500 17,500 36,500 3,000 94,500 400 (4,100) (1,600) 1,000 90,200 $ $ $ $ $ $ $ 39,600 23,300 62,900 400 1,000 64,300 (7,500) 5,000 (500) 61,300 39,600 17,000 36,500 2,500 95,600 400 (4,100) (1,600) 1,000 91,300 $ Full Year 2017 Low-End High-End 177,200 $ 182,200 1,500 1,500 1,300 1,300 180,000 $ 185,000 $ $ $ $ $ $ $ $ $ $ 177,200 93,500 270,700 1,500 1,300 273,500 (26,000) 19,500 (3,500) 263,500 177,200 68,000 146,500 11,500 403,200 1,500 (16,600) (6,400) 1,300 383,000 10,000 26,000 31,000 67,000 $ $ $ $ $ $ $ $ $ 182,200 94,000 276,200 1,500 1,300 279,000 (27,000) 19,500 (3,500) 268,000 182,200 67,000 146,500 11,000 406,700 1,500 (16,600) (6,400) 1,300 386,500 13,000 27,000 35,000 75,000 2 of 19 CONSOLIDATED BALANCE SHEETS (Unaudited and amounts in thousands, except per share amounts) ASSETS Cash and cash equivalents Accounts receivable, net of allowance Prepaid expenses and other current assets Total current assets June 30, 2017 $ 46,584 206,848 25,620 279,052 March 31, 2017 $ 43,164 213,027 25,391 281,582 December 31, 2016 $ 37,711 229,885 31,228 298,824 2,806,078 2,822,805 2,837,657 2,850,219 2,870,150 40,402 11,537 87,247 38,127 11,868 86,236 38,386 13,735 83,002 38,386 11,973 87,041 38,415 7,774 86,146 Property and equipment, net Restricted cash Goodwill Non-current deferred tax assets Other assets Total assets LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses Income taxes payable Current portion of long-term debt Total current liabilities September 30, 2016 $ 42,731 222,420 32,742 297,893 June 30, 2016 $ 70,843 221,427 32,995 325,265 $ 3,224,316 $ 3,240,618 $ 3,271,604 $ 3,285,512 $ 3,327,750 $ 243,975 853 10,000 254,828 $ 240,586 2,601 10,000 253,187 $ 260,107 2,086 10,000 272,193 $ 329,446 1,627 8,750 339,823 $ 332,859 1,139 7,500 341,498 Long-term debt, net Deferred revenue Other liabilities Total liabilities 1,407,196 46,574 52,374 1,760,972 1,421,182 50,006 53,082 1,777,457 1,435,169 53,437 51,842 1,812,641 1,420,155 36,257 45,084 1,841,319 1,448,142 45,608 47,875 1,883,123 1,182 1,789,337 (327,175) 1,463,344 1,181 1,784,532 (322,552) 1,463,161 1,176 1,780,350 (322,563) 1,458,963 1,176 1,776,504 (333,487) 1,444,193 1,175 1,768,321 (324,869) 1,444,627 Commitments and contingencies Common stock - $0.01 par value Additional paid-in capital Accumulated deficit Total stockholders' equity Total liabilities and stockholders' equity $ 3,224,316 $ 3,240,618 $ 3,271,604 $ 3,285,512 $ 3,327,750 3 of 19 CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited and amounts in thousands, except per share amounts) For the Three Months Ended June 30, 2017 2016 For the Six Months Ended June 30, 2017 2016 REVENUE: Owned & controlled properties Managed only and other Total revenue $ 384,874 51,519 436,393 $ 411,451 51,880 463,331 $ 779,470 102,607 882,077 $ 808,329 102,387 910,716 EXPENSES: Operating: Owned & controlled properties Managed only and other Total operating expenses General and administrative Depreciation and amortization Asset impairments OPERATING INCOME 257,766 50,131 307,897 26,417 36,800 371,114 268,569 47,877 316,446 27,364 42,345 386,155 522,636 100,564 623,200 51,243 73,057 259 747,759 533,555 96,809 630,364 53,844 84,404 768,612 65,279 77,176 134,318 142,104 16,622 (60) 16,562 16,796 132 16,928 48,717 60,248 (3,242) (2,665) OTHER (INCOME) EXPENSE: Interest expense, net Other (income) expense INCOME BEFORE INCOME TAXES Income tax expense 33,112 (43) 33,069 34,340 49 34,389 101,249 107,715 (5,727) (3,825) NET INCOME $ 45,475 $ 57,583 $ 95,522 $ 103,890 BASIC EARNINGS PER SHARE $ 0.38 $ 0.49 $ 0.81 $ 0.89 DILUTED EARNINGS PER SHARE $ 0.38 $ 0.49 $ 0.81 $ 0.88 RECONCILIATION OF BASIC TO DILUTED EARNINGS PER SHARE 4 of 19 (Unaudited and amounts in thousands, except per share amounts) For the Three Months Ended June 30, 2017 2016 Basic: Net income Diluted: Net income For the Six Months Ended June 30, 2017 2016 $ 45,475 $ 57,583 $ 95,522 $ 103,890 $ 45,475 $ 57,583 $ 95,522 $ 103,890 Basic: Weighted average common shares outstanding Unvested restricted common stock Weighted average common shares outstanding-basic Diluted: Weighted average common shares outstanding-basic Effect of dilutive securities: Stock options Restricted stock-based awards Weighted average shares and assumed conversions-diluted 118,164 118,164 117,497 (96) 117,401 117,974 117,974 117,414 (96) 117,318 118,164 117,401 117,974 117,318 377 44 118,585 514 94 118,009 398 51 118,423 473 98 117,889 Basic earnings per share $ 0.38 $ 0.49 $ 0.81 $ 0.89 Diluted earnings per share $ 0.38 $ 0.49 $ 0.81 $ 0.88 5 of 19 CALCULATION OF ADJUSTED DILUTED EARNINGS PER SHARE (Unaudited and amounts in thousands, except per share amounts) For the Three Months Ended June 30, 2017 2016 Net Income $ Special items: Expenses associated with mergers and acquisitions Asset impairments Diluted adjusted net income 45,475 $ 301 $ 45,776 For the Six Months Ended June 30, 2017 2016 57,583 $ 317 $ 57,900 95,522 $ 431 259 $ 96,212 103,890 1,460 $ 105,350 Weighted average common shares outstanding - basic Effect of dilutive securities: Stock options Restricted stock-based compensation 118,164 117,401 117,974 117,318 377 44 514 94 398 51 473 98 Weighted average shares and assumed conversions - diluted 118,585 118,009 118,423 117,889 Adjusted Diluted Earnings Per Share $ 0.39 $ 0.49 $ 0.81 $ 0.89 6 of 19 FUNDS FROM OPERATIONS (Unaudited and amounts in thousands, except per share amounts) For the Three Months Ended June 30, 2017 2016 FUNDS FROM OPERATIONS: Net income Depreciation of real estate assets Funds From Operations Expenses associated with mergers and acquisitions Goodwill and other impairments Normalized Funds From Operations Maintenance capital expenditures on real estate assets Stock-based compensation Amortization of debt costs Other non-cash revenue and expenses Adjusted Funds From Operations FUNDS FROM OPERATIONS PER SHARE: Basic Diluted NORMALIZED FUNDS FROM OPERATIONS PER SHARE: Basic Diluted ADJUSTED FUNDS FROM OPERATIONS PER SHARE: Basic Diluted $ $ 45,475 23,956 69,431 $ 301 69,732 $ (6,609) 4,059 783 (1,510) 66,455 $ For the Six Months Ended June 30, 2017 2016 $ 57,583 23,388 80,971 $ 317 81,288 $ (8,499) 4,092 785 (1,228) 76,438 $ $ 95,522 47,655 143,177 $ 431 259 143,867 $ (10,353) 8,145 1,566 (3,020) 140,205 $ $ 103,890 46,725 150,615 $ 1,460 152,075 $ (11,850) 7,873 1,577 (1,244) 148,431 $ 0.59 $ 0.69 $ 1.21 $ 1.28 $ 0.59 $ 0.69 $ 1.21 $ 1.28 $ 0.59 $ 0.69 $ 1.22 $ 1.30 $ 0.59 $ 0.69 $ 1.21 $ 1.29 $ 0.56 $ 0.65 $ 1.19 $ 1.27 $ 0.56 $ 0.65 $ 1.18 $ 1.26 FFO and AFFO are widely accepted non-GAAP supplemental measures of REIT performance following the standards established by the National Association of Real Estate Investment Trusts (NAREIT). The Compoany believes that FFO and AFFO are important operating measures that supplement discussion and analysis of the Company's results of operations and are used to review and assess operating performance of the Company and its correctional facilities and their management teams. NAREIT defines FFO as net income computed in accordance with generally accepted accounting principles, excluding gains (or losses) from sales of property and extraordinary items, plus depreciation and amortization of real estate and impairment of depreciable real estate. Because the historical cost accounting convention used for real estate assets requires depreciation (except on land), this accounting presentation assumes that the value of real estate assets diminishes at a level rate over time. Because of the unique structure, design and use of the Company's correctional facilities, management believes that assessing performance of the Company's correctional facilities without the impact of depreciation or amortization is useful. The Company may make adjustments to FFO from time to time for certain other income and expenses that it considers non-recurring, infrequent or unusual, even though such items may require cash settlement, because such items do not reflect a necessary component of the ongoing operations of the Company. Even though expenses associated with mergers and acquisitions (M&A) may be recurring, the magnitude and timing fluctuate based on the timing and scope of M&A activity, and therefore, such expenses, which are not a necessary component of the ongoing operations of the Company, may not be comparable from period to period. Normalized FFO excludes the effects of such items. The Company calculates AFFO by adding to Normalized FFO non-cash expenses such as the amortization of deferred financing costs and stock-based compensation, and by subtracting from Normalized FFO recurring real estate expenditures that are capitalized and then amortized, but which are necessary to maintain a REIT's properties and its revenue stream. Some of these capital expenditures contain a discretionary element with respect to when they are incurred, while others may be more urgent. Therefore, these capital expenditures may fluctuate from quarter to quarter, depending on the nature of the expenditures required, seasonal factors such as weather, and budgetary conditions. Other companies may calculate FFO, Normalized FFO, and AFFO differently than the Company does, or adjust for other items, and therefore comparability may be limited. FFO, Normalized FFO, and AFFO and their corresponding per share measures are not measures of performance under GAAP, and should not be considered as an alternative to cash flows from operating activities, a measure of liquidity or an alternative to net income as indicators of the Company's operating performance or any other measure of performance derived in accordance with GAAP. This data should be read in conjunction with the Company's consolidated financial statements and related notes included in its filings with the Securities and Exchange Commission. 7 of 19 SELECTED FINANCIAL INFORMATION (Unaudited and amounts in thousands, except per share amounts) June 30, 2017 BALANCE SHEET: Property and equipment Accumulated depreciation and amortization Property and equipment, net December 31, 2016 September 30, 2016 $ $ $ 4,189,980 (1,352,323) 2,837,657 $ $ 4,219,214 (1,413,136) 2,806,078 $ 4,201,029 (1,378,224) 2,822,805 Total assets $ 3,224,316 $ 3,240,618 $ Maintenance & technology capital expenditures for the quarter ended $ 12,522 $ 8,175 Prison construction & land acquisition capital expenditures for the quarter ended $ 2,863 $ Total debt $ 1,426,000 Equity book value $ June 30, 2016 $ $ 4,169,671 (1,319,452) 2,850,219 $ 4,147,056 (1,276,906) 2,870,150 3,271,604 $ 3,285,512 $ 3,327,750 $ 18,868 $ 12,055 $ 14,368 6,359 $ 8,383 $ 10,812 $ 15,220 $ 1,440,500 $ 1,455,000 $ 1,439,250 $ 1,466,500 1,463,344 $ 1,463,161 $ 1,458,963 $ 1,444,193 $ 1,444,627 $ 46,584 $ 43,164 $ 37,711 $ 42,731 $ 70,843 $ 481,537 $ 467,900 $ 455,900 $ 471,734 $ 445,734 $ $ 118,179 27.58 3,259,377 $ $ 118,140 31.42 3,711,959 $ $ 117,554 24.46 2,875,371 $ $ 117,551 13.87 1,630,432 $ $ 117,520 35.02 4,115,550 Total equity market capitalization $ 3,259,377 $ 3,711,959 $ 2,875,371 $ 1,630,432 $ 4,115,550 Total market capitalization (market value of equity plus debt) $ 4,685,377 $ 5,152,459 $ 4,330,371 $ 3,069,682 $ 5,582,050 Regular Dividends $ 50,098 $ 50,036 $ 49,765 $ 63,958 $ 64,048 Dividends per common share $ 0.42 $ 0.42 $ 0.42 $ 0.54 $ 0.54 LIQUIDITY: Cash and cash equivalents Availability under revolving credit facility CAPITALIZATION: Common shares outstanding Common share price at end of period Market value of common equity at end of period $ March 31, 2017 Annualized dividend yield 6.1% 5.3% 6.9% 15.6% 6.2% EBITDA $ 102,139 $ 105,279 $ 119,391 $ 116,823 $ 119,389 ADJUSTED EBITDA $ 96,707 $ 99,937 $ 110,651 $ 105,737 $ 106,419 NORMALIZED FUNDS FROM OPERATIONS Basic normalized funds from operations per share Diluted normalized funds from operations per share $ $ $ 69,732 0.59 0.59 $ $ $ 74,135 0.63 0.63 $ $ $ 84,642 0.72 0.72 $ $ $ 80,929 0.69 0.69 $ $ $ 81,288 0.69 0.69 FFO PAYOUT RATIO ADJUSTED FUNDS FROM OPERATIONS Basic adjusted funds from operations per share Diluted adjusted funds from operations per share AFFO PAYOUT RATIO 71.2% $ $ $ 66,455 0.56 0.56 75.0% 66.7% $ $ $ 73,750 0.63 0.62 67.7% 58.3% $ $ $ 76,322 0.65 0.65 64.6% 78.3% $ $ $ 79,619 0.68 0.68 79.4% 78.3% $ $ $ 76,438 0.65 0.65 83.1% 8 of 19 SELECTED FINANCIAL INFORMATION (Unaudited and amounts in thousands, except per share amounts) For the Three Months Ended June 30, 2017 2016 91 Number of days per period ALL FACILITIES: Average available beds $ Operating income per compensated man-day Operating margin $ 71.80 37.10 14.56 51.66 20.14 28.1% $ 23,956 4,102 8,452 290 36,800 $ 384,874 75.28 21.51 28.6% $ 23,388 10,590 8,119 248 42,345 $ 411,451 77.2% 11,976,804 $ 38.37 15.40 53.77 $ 84,297 80.0% 6,021,345 $ 182 82,711 79.3% 5,929,565 Revenue per compensated man-day Operating expenses per compensated man-day: Fixed expense (1) Variable expense Total 181 83,399 79.0% Total compensated man-days DEPRECIATION AND AMORTIZATION: Depreciation expense on real estate Depreciation expense associated with STFRC rent payment Other depreciation expense Amortization of intangibles Depreciation and amortization 91 82,447 Average compensated occupancy For the Six Months Ended June 30, 2017 2016 71.89 11,843,951 $ 37.55 14.30 51.85 $ 20.04 27.9% 75.29 39.11 15.41 54.52 $ 20.77 27.6% $ 47,655 8,159 16,672 571 73,057 $ 46,725 21,180 16,055 444 84,404 $ 779,470 $ 808,329 NET OPERATING INCOME: Revenue Owned & controlled properties Managed only and other 51,519 51,880 102,607 102,387 436,393 463,331 882,077 910,716 257,766 268,569 522,636 533,555 50,131 47,877 100,564 96,809 307,897 316,446 623,200 630,364 Owned & controlled properties 127,108 142,882 256,834 274,774 Managed only and other Total net operating income 1,388 128,496 4,003 146,885 2,043 258,877 Total revenues Operating Expenses Owned & controlled properties Managed only and other Total operating expenses Facility Net Operating Income $ $ $ $ 5,578 280,352 (1) Fixed expense and the corresponding fixed expense per compensated man-day for the three and six months ended June 30, 2017 include depreciation expense of $4.1 million and $8.2 million, respectively, and interest expense of $1.6 million and $3.3 million, respectively, associated with the South Texas Family Residential Center (STFRC) lease payments. Fixed expense and the corresponding fixed expense per compensated man-day for the three and six months ended June 30, 2016 include depreciation expense of $10.6 million and $21.2 million, respectively, and interest expense of $2.7 million and $5.6 million associated with the STFRC lease payments. These amounts are also deducted from our calculation of Adjusted EBITDA, because we believe this presentation is more reflective of the cash flows associated with the facility's operations, and therefore cash available to service our debt and pay dividends to our shareholders. 9 of 19 SEGREGATED DATA (Unaudited and amounts in thousands, except per share amounts) For the Three Months Ended June 30, 2017 2016 OWNED AND MANAGED FACILITIES: Corrections revenue Operating expenses: Fixed expense (1) Variable expense Total Facility net operating income $ 374,849 $ 187,954 72,390 260,344 114,505 Average available beds 401,931 $ 200,039 79,497 279,536 122,395 68,630 Average compensated occupancy $ Operating income per compensated man-day $ 78.74 24.05 $ 50,871 $ 32,055 13,962 46,017 4,854 Average available beds $ $ 51,346 $ 31,008 13,210 44,218 7,128 Revenue per compensated man-day Operating expenses per compensated man-day: Fixed expense Variable expense Total $ Operating income per compensated man-day Operating margin $ 43.51 $ 42.65 $ 5.93 13.9% 73.8% 78.83 9,458,726 $ 24.00 $ 101,432 $ 65,373 27,369 92,742 8,690 $ $ 101,176 $ 63,004 26,305 89,309 11,867 13,898 93.4% 94.3% 2,341,722 43.32 2,385,225 $ 27.92 11.69 39.61 $ 3.71 8.6% 24.75 29.6% 13,857 $ 83.58 42.32 16.51 58.83 30.4% 25.75 10.97 36.72 $ 70,399 39.89 14.94 54.83 1,204,001 27.42 11.94 39.36 4.15 9.5% $ 95.2% 1,169,078 $ 400,260 156,168 556,428 234,124 9,635,082 13,898 93.0% Total compensated man-days 25.41 790,552 77.3% 30.5% 13,817 Average compensated occupancy 83.43 $ 68,854 41.52 16.50 58.02 30.5% $ $ 384,388 143,959 528,347 231,205 4,817,344 39.48 15.21 54.69 Operating margin 759,552 76.2% 4,760,487 Revenue per compensated man-day Operating expenses per compensated man-day: Fixed (1) Variable Total $ 69,501 76.2% Total compensated man-days MANAGED ONLY FACILITIES: Corrections revenue Operating expenses: Fixed expense Variable expense Total Facility net operating income $ For the Six Months Ended June 30, 2017 2016 42.42 26.41 11.03 37.44 $ 4.98 11.7% (1) Fixed expense and the corresponding fixed expense per compensated man-day for the three and six months ended June 30, 2017 include depreciation expense of $4.1 million and $8.2 million, respectively, and interest expense of $1.6 million and $3.3 million, respectively, associated with the South Texas Family Residential Center (STFRC) lease payments. Fixed expense and the corresponding fixed expense per compensated man-day for the three and six months ended June 30, 2016 include depreciation expense of $10.6 million and $21.2 million, respectively, and interest expense of $2.7 million and $5.6 million associated with the STFRC lease payments. These amounts are also deducted from our calculation of Adjusted EBITDA, because we believe this presentation is more reflective of the cash flows associated with the facility's operations, and therefore cash available to service our debt and pay dividends to our shareholders. 10 of 19 ANALYSIS OF OUTSTANDING DEBT (Unaudited and amounts in thousands) Outstanding Balance 12/31/2016 Outstanding Balance 6/30/2017 Stated Interest Rate Effective Interest Rate $ $ 350,000 4.625% 4.80% May 2023 Maturity Date 1) Callable/ Redeemable Fixed Rate: $350 Million Senior Notes 350,000 $325 Million Senior Notes 325,000 325,000 4.125% 4.38% April 2020 $250 Million Senior Notes 250,000 250,000 5.0% 5.19% October 2022 Total Fixed Rate Debt 925,000 925,000 435,000 411,000 2.96% 3.21% 95,000 90,000 2.59% 2.72% July 2020 530,000 501,000 3.93% 4.14% 4.06 Prior to February 1, 2023, redeemable at a "make-whole" redemption price, plus accrued and unpaid interest; thereafter the notes are redeemable at 100% of the aggregate principal amount plus accrued and unpaid interest. Prior to January 1, 2020, redeemable at a "make-whole" redemption price, plus accrued and unpaid interest; thereafter the notes are redeemable at 100% of the aggregate principal amount plus accrued and unpaid interest. Prior to July 15, 2022, redeemable at a "make-whole" redemption price, plus accrued and unpaid interest; thereafter the notes are redeemable at 100% of the aggregate principal amount plus accrued and unpaid interest. Floating Rate: Revolving Credit Facility Term Loan Total Floating Rate Debt Grand Total Debt 1) $ 1,455,000 $ 1,426,000 2) July 2020 3) Includes amortization of debt issuance costs. 2) The Company has $7.5 million of letters of credit outstanding under a sub-facility reducing the available capacity under the $900.0 million revolving credit facility to $481.5 million as of June 30, 2017. Based on the Company's current leverage ratio, the revolving credit facility bears interest at LIBOR plus a margin of 1.50%. 3) Represents the weighted average debt maturity in years. Debt Maturity Schedule at June 30, 2017: 2017 2018 2019 2020 2021 Thereafter Total Debt Maturing $ 5,000 10,000 15,000 796,000 600,000 $ 1,426,000 % of Debt Maturing 0.35% 0.70% 1.05% 55.82% 0.00% 42.08% 100.00% Debt Maturity % of Debt Maturing 0.35% 1.05% 2.10% 57.92% 57.92% 100.00% (in millions) Year $1,000 796 $800 $600 $400 $200 $250 $350 $30 $0 2017-2019 2020 2021 2022 2023 SELECTED OPERATING RATIOS 11 of 19 (Unaudited and amounts in thousands, except per share amounts) For the Three Months Ended June 30, 2017 2016 For the Six Months Ended June 30, 2017 2016 COVERAGE RATIOS: Interest coverage ratio (Adjusted EBITDA/Interest incurred) (x) Fixed charge coverage ratio (Adjusted EBITDA/(Interest incurred + Scheduled prin pmts)) (x) Senior debt coverage ratio ((Senior debt - cash)/Annualized Adjusted EBITDA) (x) Total debt coverage ratio ((Total debt - cash)/Annualized Adjusted EBITDA) (x) Accounts receivable turnover (Annualized revenues/Accounts receivable) (x) 6.7x 5.7x 3.6x 3.6x 8.4x 7.6x 7.0x 3.3x 3.3x 8.4x 6.8x 5.8x 3.5x 3.5x 8.5x 7.2x 6.6x 3.5x 3.5x 8.2x 30.4% 43.8% 97.4% 33.8% 26.3% 35.6% 101.5% 35.4% 30.4% 43.8% 97.4% 33.8% 26.3% 35.6% 101.5% 35.4% 9.2% 10.3% 9.4% 9.8% 8.4% 9.3% 8.5% 8.8% 2.3% 6.0% 2.4% 5.8% 2.2% 5.8% 2.3% 5.8% DEBT/EQUITY RATIOS: Total debt/Total market capitalization Total debt/Equity market capitalization Total debt/Book equity capitalization Total debt/Gross book value of real estate assets RETURN ON INVESTMENT RATIOS: Annualized return on operating real estate investments (Annualized Adjusted EBITDA/Average operating real estate investments (undepreciated book value)*) Annualized return on total assets (Annualized Adjusted EBITDA/Average total assets (undepreciated book value)*) OVERHEAD RATIOS: Annualized general & administrative expenses (excl. non-recurring costs)/Average total assets (undepreciated book value)* General & administrative expenses (excluding non-recurring costs)/Total revenues INTEREST EXPENSE, NET: Interest income Interest incurred Interest expense associated with STFRC lease Amortization of debt costs Capitalized interest Interest expense, net $ $ (327) 14,535 1,631 783 16,622 $ $ (549) 13,967 2,697 785 (104) 16,796 $ $ (539) 28,780 3,305 1,566 33,112 $ $ (659) 28,010 5,576 1,577 (164) 34,340 EBITDA CALCULATION: Net income Interest expense, net Depreciation and amortization Income tax expense EBITDA $ Expenses associated with mergers and acquisitions Depreciation expense associated with STFRC lease Interest expense associated with STFRC lease Asset impairments ADJUSTED EBITDA *Calculated as a simple average (beginning of period plus end of period divided by 2) 45,475 16,622 36,800 3,242 102,139 $ 301 (4,102) (1,631) $ 96,707 57,583 16,796 42,345 2,665 119,389 $ 317 (10,590) (2,697) $ 106,419 95,522 33,112 73,057 5,727 207,418 $ 431 (8,159) (3,305) 259 $ 196,644 103,890 34,340 84,404 3,825 226,459 1,460 (21,180) (5,576) - $ 201,163 PARTNER INFORMATION 12 of 19 (Unaudited) CONTRACT RETENTION 2012 2013 2014 2015 2016 YTD 2017 TOTAL 22 21 28 25 22 22 29 26 42 39 13 12 156 145 95.5% 89.3% 100.0% 89.7% 92.9% 92.3% 92.9% MANAGED ONLY: # of Contracts up for Renewal # of Contracts Retained Retention Rate 7 6 85.7% 13 11 84.6% 7 4 57.1% 10 10 100.0% 4 4 100.0% 3 2 66.7% 44 37 84.1% TOTAL RETENTION RATE 93.1% 87.8% 89.7% 92.3% 93.5% 87.5% 91.0% OWNED AND CONTROLLED: # of Contracts up for Renewal # of Contracts Retained Retention Rate TOP TEN PARTNERS Percentage of Revenue for the Six Months Ended June 30, 2017 (Revenue Percentages and Amounts are Inclusive of all Contracts with Respective Partners) United States Immigration and Customs Enforcement - $225,405 15% United States Marshals - $133,507 26% Tennessee - $73,157 3% California (1) - $68,707 4% Bureau of Prisons - $63,016 4% Georgia - $53,756 4% Oklahoma - $34,719 15% Texas - $33,564 6% Colorado - $31,311 7% Arizona - $22,655 8% 8% (1) Revenues of $51.6 million, or 6% of total revenue, were earned under a contract in facilities housing out-of-state inmates. Other 13 of 19 FACILITY PORTFOLIO Facility Name Year Constructed/Acquired (A) Primary Customer Design Capacity (B) Facility Type (C) Security Level Term Remaining Renewal Options (D) Compensated Occupancy % for the Quarter ended 6/30/17 Owned and Managed Facilities: Central Arizona Florence Correctional Complex (E) Florence, Arizona 1994, 1998, 1999, 2004 USMS 4,128 Multi Detention Sep-18 (2) 5 year 90.13% Eloy Detention Center Eloy, Arizona 1995, 1996 ICE 1,500 Medium Detention Indefinite - 87.81% La Palma Correctional Center Eloy, Arizona 2008 State of California Medium Correctional Jun-19 Indefinite 98.41% Red Rock Correctional Center (F) Eloy, Arizona 2006, 2016 State of Arizona 2,024 Medium Correctional Jan-24 (2) 5 year 94.45% Saguaro Correctional Facility Eloy, Arizona 2007 State of Hawaii 1,896 Medium Correctional Jun-19 (2) 1 year 88.77% CAI Boston Avenue San Diego, California 2013 State of California 120 - Community Corrections Jun-18 (3) 1 year 92.44% CAI Ocean View San Diego, California 2013 BOP 483 - Community Corrections May-18 (3) 1 year 100.22% Leo Chesney Correctional Center Live Oak, California 1989 - 240 - - - - Otay Mesa Detention Center San Diego, California 2015 ICE Minimum/ Medium Detention Jun-17 (2) 3 year 90.58% Arapahoe Community Treatment Center Englewood, Colorado 2017 Arapahoe County 135 - Community Corrections Jun-18 - 84.18% Bent County Correctional Facility Las Animas, Colorado 1992, 1997, 2008 State of Colorado 1,420 Medium Correctional Jun-18 - 97.72% Boulder Community Treatment Center Boulder, Colorado 2016 Boulder County 69 - Community Corrections Dec-17 (1) 1 year 88.84% Centennial Community Transition Center Englewood, Colorado 2016 Arapahoe County 107 - Community Corrections Jun-18 - 95.30% Columbine Facility Denver, Colorado 2016 Denver County 60 - Community Corrections Jun-17 - 93.44% Crowley County Correctional Facility Olney Springs, Colorado 2003, 2004 State of Colorado Medium Correctional Jun-18 - 95.45% Dahlia Facility Denver, Colorado 2016 Denver County 120 - Community Corrections Jun-17 - 91.85% Fox Facility and Training Center Denver, Colorado 2016 Denver County 90 - Community Corrections Jun-17 - 81.92% Huerfano County Correctional Center Walsenburg, Colorado 1997 - Medium Correctional - - 0.00% 3,060 1,482 1,794 752 0.00% 14 of 19 FACILITY PORTFOLIO Facility Name Year Constructed/Acquired (A) Primary Customer Kit Carson Correctional Center Burlington, Colorado 1998, 2008 - Longmont Community Treatment Center Longmont, Colorado 2016 Boulder County Ulster Facility Denver, Colorado 2016 Denver County Coffee Correctional Facility (G) Nicholls, Georgia 1998, 1999, 2010 State of Georgia Jenkins Correctional Center (G) Millen, Georgia 2012 McRae Correctional Facility McRae, Georgia Design Capacity (B) 1,488 Security Level Facility Type (C) Term Remaining Renewal Options (D) Compensated Occupancy % for the Quarter ended 6/30/17 Medium Correctional - - 69 - Community Corrections Dec-17 (1) 1 year 91.58% 90 - Community Corrections Jun-17 - 81.82% 2,312 Medium Correctional Jun-17 (17) 1 year 113.53% State of Georgia 1,124 Medium Correctional Jun-17 (18) 1 year 101.94% 2000, 2002, 2012 BOP 1,978 Medium Correctional Nov-18 (2) 2 year 82.56% Stewart Detention Center Lumpkin, Georgia 2004 ICE 1,752 Medium Detention Indefinite - 107.85% Wheeler Correctional Facility (G) Alamo, Georgia 1998, 1999, 2010 State of Georgia 2,312 Medium Correctional Jun-17 (17) 1 year 115.25% Leavenworth Detention Center Leavenworth, Kansas 1992, 2000, 2004, 2008 USMS 1,033 Maximum Detention Dec-21 (1) 5 year 61.98% Lee Adjustment Center Beattyville, Kentucky 1998 - 816 Minimum/ Medium Correctional - - 0.00% Marion Adjustment Center St. Mary, Kentucky 1998 - 826 Minimum/ Medium Correctional - - 0.00% Southeast Kentucky Correctional Facility (H) Wheelwright, Kentucky 1998 - 656 Minimum/ Medium Correctional - - 0.00% Prairie Correctional Facility Appleton, Minnesota 1991 - 1,600 Medium Correctional - - 0.00% Adams County Correctional Center Adams County, Mississippi 2008 BOP 2,232 Medium Correctional Jul-19 - 96.17% Tallahatchie County Correctional Facility (I) Tutwiler, Mississippi 2000, 2007, 2008 State of California 2,672 Medium Correctional Jun-19 Indefinite 49.18% Crossroads Correctional Center (J) Shelby, Montana 1999 State of Montana Multi Correctional Jun-17 (1) 2 year 104.54% Nevada Southern Detention Center Pahrump, Nevada 2010 Office of the Federal Detention Trustee Medium Detention Sep-20 (2) 5 year 72.16% Elizabeth Detention Center Elizabeth, New Jersey 1963 ICE 300 Minimum Detention Aug-17 (4) 1 year 97.31% Cibola County Corrections Center Milan, New Mexico 1994, 1999 ICE 1,129 Medium Detention Oct-21 Indefinite 75.02% Northwest New Mexico Correctional Center Grants, New Mexico 1989, 2000 State of New Mexico 596 Multi Correctional Jun-20 - 113.87% Torrance County Detention Facility Estancia, New Mexico 1990, 1997 USMS 910 Multi Detention Indefinite - 55.26% 664 1,072 0.00% 15 of 19 FACILITY PORTFOLIO Facility Name Year Constructed/Acquired (A) Primary Customer Design Capacity (B) Facility Type (C) Security Level Term Remaining Renewal Options (D) Compensated Occupancy % for the Quarter ended 6/30/17 Lake Erie Correctional Institution (K) Conneaut, Ohio 2011 State of Ohio 1,798 Medium Correctional Jun-32 Indefinite 98.52% Northeast Ohio Correctional Center Youngstown, Ohio 1997 USMS 2,016 Medium Correctional Dec-18 - 38.28% Carver Transitional Center Oklahoma City, Oklahoma 2015 State of Oklahoma 494 - Community Corrections Sep-17 (1) 9 month 54.50% Cimarron Correctional Facility (L) Cushing, Oklahoma 1997, 2008 State of Oklahoma 1,692 Medium Correctional Jun-18 (1) 1 year 94.99% Davis Correctional Facility (L) Holdenville, Oklahoma 1996, 2008 State of Oklahoma 1,670 Medium Correctional Jun-18 (1) 1 year 97.04% Diamondback Correctional Facility Watonga, Oklahoma 1998, 2000 - 2,160 Medium Correctional - - Oklahoma City Transitional Center Oklahoma City, Oklahoma 2017 State of Oklahoma 200 - Community Corrections Sep-17 (1) 9 month 90.27% Tulsa Transitional Center Tulsa, Oklahoma 2015 State of Oklahoma 390 - Community Corrections Sep-17 (1) 9 month 59.70% Turley Residential Center Tulsa, Oklahoma 2015 State of Oklahoma 289 - Community Corrections Sep-17 (1) 9 month and (1) 1 year 54.56% Shelby Training Center Memphis, Tennessee 1986, 1995 - 200 - - - - 0.00% Trousdale Turner Correctional Center Hartsville, Tennessee 2015 State of Tennessee 2,552 Multi Correctional Jan-21 - 94.83% West Tennessee Detention Facility Mason, Tennessee 1990, 1996 USMS 600 Multi Detention Sep-17 (6) 2 year 62.20% Whiteville Correctional Facility (M) Whiteville, Tennessee 1998 State of Tennessee Medium Correctional Jun-16 - 97.38% Austin Residential Reentry Center Del Valle, Texas 2015 BOP 116 - Community Corrections Aug-17 - 75.20% Austin Transitional Center Del Valle, Texas 2015 State of Texas 460 - Community Corrections Aug-18 (2) 1 year 84.90% Corpus Christi Transitional Center Corpus Christi, Texas 2015 State of Texas 160 - Community Corrections Aug-19 - 91.90% Dallas Transitional Center Hutchins, Texas 2015 State of Texas 300 - Community Corrections Aug-18 (2) 1 year 94.12% Eden Detention Center Eden, Texas 1995 - Medium Correctional - - 28.28% El Paso Multi-Use Facility El Paso, Texas 2015 State of Texas - Community Corrections Aug-18 (2) 1 year 79.12% 1,536 1,422 360 0.00% 16 of 19 FACILITY PORTFOLIO Facility Name Year Constructed/Acquired (A) Primary Customer Design Capacity (B) Security Level Facility Type (C) Term Remaining Renewal Options (D) Compensated Occupancy % for the Quarter ended 6/30/17 El Paso Transitional Center El Paso, Texas 2015 State of Texas 224 - Community Corrections Fort Worth Transitional Center Fort Worth, Texas 2015 State of Texas 248 - Community Corrections Aug-18 (2) 1 year 73.82% Houston Processing Center Houston, Texas 1984, 2005 ICE 1,000 Medium Detention Apr-18 (5) 2 month 89.10% Laredo Processing Center Laredo, Texas 1985, 1990 ICE 258 Minimum/ Medium Detention Jun-18 - 112.51% South Texas Family Residential Center Dilley, Texas 2014 ICE 2,400 - Residential Sep-21 - 100.00% T. Don Hutto Residential Center Taylor, Texas 1997 ICE 512 Medium Detention Jan-20 Indefinite 93.63% Webb County Detention Center Laredo, Texas 1998 USMS 480 Medium Detention Nov-17 - 49.76% Cheyenne Transitional Center Cheyenne, Wyoming 2015 State of Wyoming 116 - Community Corrections Jun-18 Indefinite 77.88% Total design capacity for Owned and Managed Facilities (66 Owned and Managed Facilities) Aug-18 (2) 1 year 82.62% 68,764 76.2% Managed Only Facilities: Citrus County Detention Facility Lecanto, Florida 1992, 2007 Citrus County, FL 760 Multi Detention Sep-20 Indefinite 76.22% Lake City Correctional Facility Lake City, Florida 1997, 2005 State of Florida 893 Medium Correctional Jun-18 Indefinite 98.62% Marion County Jail Indianapolis, Indiana 1997, 2005 Marion County, IN 1,030 Multi Detention Dec-27 - 116.05% Hardeman County Correctional Facility Whiteville, Tennessee 1997 State of Tennessee 2,016 Medium Correctional May-18 - 97.67% Metro-Davidson County Detention Facility Nashville, Tennessee 1992, 1995, 2011 Davidson County, TN 1,348 Multi Detention Jan-20 - 76.82% Silverdale Facilities Chattanooga, Tennessee 1985, 1997, 1998, 2005, 2008 Hamilton County, TN Multi Detention Aug-17 - 92.29% South Central Correctional Center Clifton, Tennessee 1992, 1994, 1995, 2005 State of Tennessee 1,676 Medium Correctional Jun-18 - 96.63% Bradshaw State Jail (N) Henderson, Texas 1995 State of Texas 1,980 Minimum/ Medium Correctional Aug-17 - 96.68% Lindsey State Jail (N) Jacksboro, Texas 1995 State of Texas 1,031 Minimum/ Medium Correctional Aug-17 - 93.69% Willacy State Jail (N) Raymondville, Texas 1995 State of Texas 1,069 Minimum/ Medium Correctional Aug-17 - 98.76% Total design capacity for Managed Only Facilities (10 Managed Only Facilities) Total design capacity for All Owned and Managed and Managed Only Facilities as of June 30, 2017 1,046 12,849 93.0% 81,613 79.0% 17 of 19 FACILITY PORTFOLIO Facility Name Year Constructed/Acquired (A) Primary Customer Design Capacity (B) Security Level Facility Type (C) Term Remaining Renewal Options (D) Compensated Occupancy % for the Quarter ended 6/30/17 Leased Facilities: California City Correctional Center California City, California 1999 CDCR Long Beach Community Corrections Center Long Beach, California 2016 Community Education Centers 112 Stockton Female Community Corrections Facility Stockton, California 2017 WestCare California, Inc. 100 North Fork Correctional Facility Sayre, Oklahoma 1998, 2007 State of Oklahoma Broad Street Residential Reentry Center Philadelphia, Pennsylvania 2015 Community Education Centers Chester Residential Reentry Center Chester, Pennsylvania 2015 Roth Hall Residential Reentry Center Philadelphia, Pennsylvania Walker Hall Residential Reentry Center Philadelphia, Pennsylvania Total design capacity for Leased Facilities (8 Facilities) Total Portfolio (84 Facilities) Less Idle Facilities: (10 Facilities) Total Portfolio, Excluding Idle Facilities 2,560 Medium Correctional Nov-20 Indefinite 100.00% - Community Corrections Jun-20 (1) 5 year 100.00% Community Corrections Apr-21 (1) 5 year 100.00% Medium Correctional Jul-21 Indefinite 100.00% 150 - Community Corrections Jul-19 (4) 5 year 100.00% Community Education Centers 135 - Community Corrections Jul-19 (4) 5 year 100.00% 2015 Community Education Centers 160 - Community Corrections Jul-19 (4) 5 year 100.00% 2015 Community Education Centers 160 - Community Corrections Jul-19 (4) 5 year 100.00% 2,400 5,777 100.0% 87,390 80.4% (10,160) 0.0% 77,230 90.3% 18 of 19 FACILITY PORTFOLIO Facility Name Year Constructed/Acquired (A) Primary Customer Design Capacity (B) Security Level Facility Type (C) Term Remaining Renewal Options (D) Compensated Occupancy % for the Quarter ended 6/30/17 (A) The year constructed/acquired represents the initial date of acquisition or completion of construction of the facility, as well as significant additions to the facility that occurred at a later date. (B) Design capacity measures the number of beds, and accordingly, the number of offenders each facility is designed to accommodate. Facilities housing detainees on a short-term basis may exceed the original intended design capacity due to the lower level of services required by detainees in custody for a brief period. From time to time, we may evaluate the design capacity of our facilities based on the customers using the facilities, and the ability to reconfigure space with minimal capital outlays. We believe design capacity is an appropriate measure for evaluating our operations, because the revenue generated by each facility is based on a per diem or monthly rate per offender cared for at the facility paid by the corresponding contracting governmental entity. (C) We manage numerous facilities that have more than a single function (i.e., housing both long-term sentenced adult prisoners and pre-trial detainees). The primary functional categories into which facility types are identified was determined by the relative size of offender populations in a particular facility on June 30, 2017. If, for example, a 1,000-bed facility housed 900 adult offenders with sentences in excess of one year and 100 pre-trial detainees, the primary functional category to which it would be assigned would be that of correction facilities and not detention facilities. It should be understood that the primary functional category to which multi-user facilities are assigned may change from time to time. (D) Remaining renewal options represents the number of renewal options, if applicable, and the remaining term of each option renewal. (E) For operational efficiency and reporting purposes, during the second quarter of 2017, we combined our Central Arizona Detention Center and our Florence Correctional Center, two adjacent facilities, into one complex. (F) Pursuant to the terms of a contract awarded by the state of Arizona in September 2012, the state of Arizona has an option to purchase the Red Rock facility at any time during the term of the contract, including extension options, based on an amortization schedule starting with the fair market value and decreasing evenly to zero over the twenty year term. (G) The facility is subject to a purchase option held by the Georgia Department of Corrections, or GDOC, which grants the GDOC the right to purchase the facility for the lesser of the facility's depreciated book value, as defined, or fair market value at any time during the term of the contract between us and the GDOC. (H) The facility is subject to a deed of conveyance with the city of Wheelwright, KY which includes provisions that would allow assumption of ownership by the city of Wheelwright under the following occurrences: (1) we cease to operate the facility for more than two years, (2) our failure to maintain at least one employee for a period of sixty consecutive days, or (3) a conversion to a maximum security facility based upon classification by the Kentucky Corrections Cabinet. We have entered into an agreement with the city of Wheelwright that extends the reversion through July 31, 2018, in exchange for $20,000 per month or until we resume operations, as defined in the agreement. (I) The facility is subject to a purchase option held by the Tallahatchie County Correctional Authority which grants Tallahatchie County Correctional Authority the right to purchase the facility at any time during the contract at a price generally equal to the cost of the premises less an allowance for amortization originally over a 20 year period. The amortization period was extended through 2050 in connection with an expansion completed during the fourth quarter of 2007. (J) The State of Montana has an option to purchase the facility generally at any time during the term of the contract with us at fair market value less the sum of a pre-determined portion of per-diem payments made to us by the state of Montana. (K) The state of Ohio has the irrevocable right to repurchase the facility before we may resell the facility to a third party, or if we become insolvent or are unable to meet our obligations under the management contract with the state of Ohio, at a price generally equal to the fair market value, as defined in the Real Estate Purchase Agreement. (L) The facility is subject to a purchase option held by the Oklahoma Department of Corrections, or ODC, which grants the ODC the right to purchase the facility at its fair market value at any time. (M) The state of Tennessee has the option to purchase the facility in the event of our bankruptcy, or upon an operational or financial breach, as defined, at a price equal to the book value, as defined. (N) During the third quarter of 2017, the Texas Department of Criminal Justice notified us that it selected other operators for the management of these facilities upon expiration of the contracts. Accordingly, we expect to transfer operations of these facilities to the other operators during the third quarter of 2017. 19 of 19 RESEARCH / ANALYST COVERAGE Equity Research Coverage: Canaccord Genuity Michael Kodesch (212) 389-8095 Deutsche Bank Securities Kevin McVeigh (212) 250-9679 SunTrust Robinson Humphrey Tobey Sommer (404) 926-5009 Wells Fargo Securities Robert LaQuaglia (617) 603-4263 Kevin McClure (704) 410-3252 Moody's Investors Service Chris Pappas (212) 553-1836 Standard & Poor's Jerry Phelan (312) 233-7031 Fitch Ratings Steven Marks (212) 908-9161 Debt Research Coverage: Wells Fargo Securities Rating Agency Coverage: Credit Ratings: Corporate Credit Rating Senior Unsecured Debt Senior Bank Credit Facility Fitch Standard & Poor's Moody's BB + BB + BBB - BB BB BBB- Not rated Ba1 Not Rated Any opinions, estimates and/or forecasts regarding the Company’s performance made by the analysts and/or rating agencies listed above are theirs alone and do not necessarily represent the opinions, forecasts or predictions of the Company or its management. The Company does not by its reference above imply its endorsement of or concurrence with such information, conclusions or recommendations and the Company has not undertaken to verify any of the information provided by such analysts or agencies.