Investor Presentation

March 2013

1

Forward-Looking 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 10K, as well as in other documents filed with the Securities and Exchange Commission. These factors include, but are not limited to risks and uncertainties associated with, our ability to meet and maintain REIT qualification tests; general economic and market conditions, including the impact governmental budgets can have on our per diem rates, occupancy and overall utilization; the availability of debt and equity financing on terms that are favorable to us; 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; 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; the timing of the opening of and demand for new prison facilities; and 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. 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 the occurrence of unanticipated events.

2

Company Overview

3

Who We Are
CCA is America's leader in Partnership Corrections
  Established in 1983, CCA owns and operates minimum, medium and maximumlevel 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 housing and services to approximately 80,000 inmates in 67 facilities located in 20 states and the District of Columbia ≈  44%  market  share  of  all  partnership  prison  beds  in  the  United  States

 

Real Estate is an essential core of our business ― Electing REIT status effective January 1, 2013 ― Over 14 million square feet in 51 owned/controlled facilities ― Land  &  buildings  comprise  ≈  90%  of  gross  fixed  assets ― > 90% of our $508 million of 2012 NOI was generated by our owned facilities
4

Attractive Investment Characteristics
 Only 10% of the $74 billion U.S. corrections market is privatized  Difficult-to-replace real estate = resilient cash flow & high barriers to entry
― National platform with geographic diversity ― More owned than leased assets enables higher, more resilient value creation

 Paid per occupant not per room; certain contracts provide occupancy guarantees

 Future bed shortages are likely and will drive demand higher
 Increasing interest in selling government-owned facilities to private owneroperators  Industry leader with 44% market share of privatized corrections market
― ― ― ― Superior credit profile Industry leading returns on capital No high risk juvenile business Market leading position and reputation provides disproportionate external growth prospects

5

Difficult-to-Replace Real Estate
 Attractive real estate portfolio:
― 51 owned or controlled properties: 68,215 beds and over 14 million square feet ― > 90% of net operating income generated by owned properties ― 75+ year economic useful life • Young and well maintained portfolio: 16 year median age of owned properties • Modest annual real estate maintenance cap-ex:  ≈5%  of  NOI ― All fixed assets fully unencumbered  Difficult-to-replace assets = high contract retention & high barriers to entry ― Difficult permitting and zoning, long development lead times, unique knowledge requirements and high capital investment ― 90% contract renewal rate on owned facilities

 Inflation Hedge: Correctional real estate appreciates in value
― Replacement cost inflation: concrete, steel, labor = re-pricing opportunities ― Supply shortage = re-pricing opportunities ― Many contracts include CPI escalators

6

Clear Industry Leader
CCA is the clear leader of partnership prisons, controlling approximately 44% of the partnership corrections and detention beds in the United States.
100,000 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 CCA GEO Owned/Controlled 976 MTC Managed Only 68,215 43,295 14.1% 13.0% 29.0%

43.9%

5,773
All Others

CCA GEO MTC All others

Total Capacity at December 31, 2012 As reported on company website or other public sources December 2012 As reported on company website or other public sources December 2012 As reported on company websites, brochures or other public sources December 2012

7

Strong Historical Cash Flow Growth
Strong AFFO Growth with Modest Leverage
$4.00 AFFO per diluted share $3.50 Leverage 6.0 7.0

AFFO per diluted share

$3.00 $2.50

$2.00
$1.50 $1.00 $0.50 2006 2007 2008 2009 2010 2011 2012

R E I T
2013E

4.0 3.0 2.0 1.0

Great Recession

Guidance Mid-Point (2)

I1) AFFO per share adjusted to conform to NAREIT definitions, please refer to pages A-5 of the Appendix section of this presentation for reconciliation to AFFO (2) 2013E amounts exclude impact of any shares issued in connection with special E&P dividend

8

Leverage Ratio

5.0

2013 Guidance
First Quarter 2013 Guidance Mid-point Adjusted Diluted EPS Normalized FFO per diluted share AFFO per diluted share $0.47 $0.67 $0.65 Full-Year 2013 Guidance Mid-point $2.10 $2.85 $2.80 Actual Full-Year 2012 $1.56 $2.36 $2.34 % Change 35% 21% 20%

Please refer to page A-6 for a reconciliation to 2013 Guidance

Note: 2013 Guidance excludes: REIT conversion costs, debt refinancing costs, impact of shares issued under E&P dividend, and reversal of certain deferred tax items. CCA announced its full-year guidance in its Fourth Quarter 2012 Financial Results News Release issued on February 13, 2013. This slide sets forth the guidance given at that time and does not constitute a reaffirmation or update of that guidance. Any such reaffirmation or update would be made by means of a widely disseminated statement by the Company.

9

2012 Net Operating Income Breakdown
Owned or Controlled Properties Drive Net Operating Income

2012 NOI Distribution by Segment
Owned or Controlled Properties

Presented in Thousands

2012 Net Operating Income ("NOI") Summary NOI by Segment: Owned and Controlled Properties Managed-only and Other Total NOI
8%
Managedonly and Other

92%

$ $

468,205 39,496 507,701

Reconciliation to GAAP Financials: Operating Income Add: Depreciation and Amortization Add: General and Administrative Expense Total NOI

$

$

304,833 113,933 88,935 507,701

10

National Portfolio with Geographic Diversity
51 Owned or controlled facilities located in 16 states and the District of Columbia (49 owned; 2 controlled via lease), 18 managed-only facilities located in 7 states  ≈  90%  of  net  operating  income  generated  by  owned  facilities

11

High Quality, Diverse Customer Base
 We provide housing and services under approximately 90 agreements with various federal, state, and local agencies ― Further diversification within federal agency customers: • > 100 potential customers within federal agencies: 94 U.S. Marshal districts; 24 ICE field offices and the Federal Bureau of Prisons  Most agencies have multiple, individual agreements with staggered expiration dates ― Compensated per occupant, per day – "Per Diem"; Average term of 3-5 years ― Certain agreements provide occupancy guarantees  All of our customers have investment grade credit ratings; No bad debts
Percentage of Revenue for the Twelve Months Ended December 31, 2012
All Others, 18.77% Oklahoma, 2.28% Colorado, 3.58% Florida, 4.41% Tennessee, 4.89% Texas, 5.30% Georgia, 5.66% ICE, 11.74% 12 California, 12.24% USMS, 19.16%

BOP, 11.97%

Superior Credit Profile
Low Debt Leverage:
3.0 2.0 1.0 0.0 2007 2008 2009 2010 2011 2012 2013E 2.8x 3.0x 2.8x 2.7x 2.8x 3.1x 2.6x

High Fixed Charge Coverage:
8 7 6 5 4 3 2 1 0 2007 2008 2009 2010 13 2011 2012 2013E 5.1x 5.4x 5.6x 5.8x 6.1x 7.4x 6.7x

REIT Conversion

REIT Conversion Highlights
  Favorable IRS PLR and unanimous Board authorization received in February Significant Increase in Shareholder Value

― Higher net income
― Higher dividends ― Significant capacity for value creation and earnings growth ― Potential to expand investor base and valuation multiples

― Strong access to capital at attractive rates; modest  post  conversion  leverage:  ≈  3x
 One-time conversion items ― 2013  special  dividend  of  accumulated  E&P:  ≈  $650  to  $750  million,  timing  TBD • Expect 80% common stock/20% cash election ― Conversion  costs:  ≈  $25  million ― 2013 Income tax benefit from reversal of certain net deferred tax liabilities: $115 to $135 million  CCA REIT structural reorganization complete ― Electing REIT status effective January 1, 2013 ― NO impact on customer service; NO asset divestures; NO business disruption
15

Strong Balance Sheet – Post Conversion
(in thousands)

2013E Pro Forma Total Debt $ 1,049 140 50 25 215 $ 1,264

2012 Year End Total Net Debt (1) Additional Debt: Fund 20% Cash Portion of E&P Dividend (2) Fund Debt Refinancing Costs Fund REIT Conversion Costs Total Additional Debt 2013E Pro Forma Total Net Debt (4)
(3)

Expected Debt Transactions: ― Refinance $465 million Senior Notes Due 2017 ― Raise additional debt capital to fund REIT conversion CCA maintains modest debt leverage ratios post conversion Very strong interest and fixed charge coverage ratios Earliest debt maturity expected to be 2016 (Bank Credit Facility) All fixed assets expected to remain unencumbered

  

2013E Pro Forma Debt & Coverage Ratios Total Leverage Ratio Interest Coverage Fixed Charge Coverage 3.1x 6.7x 6.7x

Simple and transparent capital structure with no preferred stock, partnerships & off balance sheet financing

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

Includes $465 million Senior Notes due 2017 plus amounts outstanding under our Bank Revolver, net of cash Assumes Accumulated E&P is at high end of estimated range (i.e. $700 million) Includes refinancing fees related to $465 million senior notes plus other transaction fees and expenses Assumes no additional pay-down of debt during 2013

16

Value Creation and Opportunities for Growth

Significant Opportunities for Earnings Growth and Value Creation
 Significant growth potential without the need to raise new capital
― 5% to 7% annual earnings growth potential over next 3 to 5 years, while maintaining  ≈3x  debt  leverage,  without  need  for  new  equity  capital • Filling  vacant  beds  up  to  standard  operating  capacity  adds  ≈  $1.00  to  Diluted   EPS and FFO per share (1) ‒ Actual operating occupancy can be significantly higher than standard operating capacity • Invest ¼ of free cash flow (AFFO) ‒ Reconfigure facilities to optimize capacity and occupancy ‒ Expand existing facilities ‒ Acquire facilities ‒ Greenfield development

Additional growth available from :
― Pricing Opportunities: Increasing replacement costs and/or capacity shortages ― Raising and Investing New Capital : • 14% average return on capital employed (2007-2011)
18

(1) Refer to page A-7 of the Appendix Section for calculation and assumptions

CCA's Capital Allocation Policy
Maintain Ample Liquidity and Solid Balance Sheet Target < 4x Debt Leverage Payout  ≈  ¾  AFFO  in  Dividends
 Expected 2013 Dividends (1) = $2.04 to $2.16 per share Annually ― Paid in quarterly installments  Paid out of internally generated cash flow  Revisit payout ratio annually or sooner if indicated  Increase dividend with future growth

Invest  ≈  ¼  AFFO  in  Growth
 Invest in facility acquisitions and development to grow earnings  Unused amounts available for increased dividends and/or debt reduction

Fund Additional Growth
Raise debt and equity capital to further fund facility acquisitions and development, if warranted given our cost of capital

2013 AFFO Guidance : $2.72 to $2.87 per diluted share (2)
(1) Dividend payments subject to Board approval and minimum payout required to meet REIT qualification requirements (2) Per share amounts exclude impact from any shares issued in connection with E&P dividend - refer to page A-4 for a reconciliation to 2013 AFFO Guidance

19

Industry Overview

‹#›

Public Prisons are Overcrowded
 At December 31, 2011, 24 states were operating at 100% or more of their highest capacity measure. (1)
− 27 states were operating at 100% or more of their lowest capacity measure.
Overcrowding in some systems is severe. For example, atone time California's prison population was about 100% overcrowded. California's prison system at the end of December 2012, was operating at approximately 150% of its rated capacity. (2)

 The Federal prison system (BOP) is approximately 136% of capacity. (3)

(1) Based on BOP facilities populations as reported on their website. (2) CDCR website – Only includes inmates in California state prison system, does not include out of state populations. (3) BOP website, February 2013.

22

‹#›

Prison Population Growth
Historically, inmate populations have grown despite economic conditions.
 Since the beginning of 2008, CCA's total inmate population has grown by more than 6,000 – or about 8.5%
600 State and Federal Sentenced Prisoners (in 000's) Imprisonment Rate 500 400 300 200
Imprisonment Rate

1,800 1,600
Sentenced Prisoners (000s)

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

100
0

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

24

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 100% of the incremental inmate population growth for the years 2008 through 2011.
Total Partner Prison Population 89,984 95,272 97,832 101,497 106,596 113,797 125,944 139,341 149,037 153,572 154,712 158,702 Incremental Inmate Population3 0 14,988 39,296 32,597 33,651 34,849 44,799 28,187 10,062 9,636 24 -12,365 Total Private Capture of Incremental Growth 35.3% 6.5% 11.2% 15.2% 20.7% 27.1% 47.5% 96.4% 47.1% NA NA

Total Inmate Year 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
1 2 3

Population1 1,426,168 1,441,156 1,480,452 1,513,049 1,546,700 1,581,549 1,626,348 1,654,535 1,664,597 1,674,233 1,674,257 1,661,892

Total Partner % 6.31% 6.6% 6.6% 6.7% 6.9% 7.2% 7.7% 8.4% 9.0% 9.2% 9.2% 9.5%

Partner Incremental Inmate Population(2) 0 5,288 2,560 3,665 5,099 7,201 12,147 13,397 9,696 4,535 1,140 3,990

Federal population figures include BOP and USMS, they do not include ICE Private inmate totals for California have been revised from BJS reported numbers to include the out of state program California's YoY change in prison population from 2010 to 2011 was -15,493

25

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 "Corrections Investment Initiative."
− Communicate CCA's interest in acquiring and operating governmentowned correctional facilities. − Convey benefits of sale to our government partners.
 

Cash infusion to meet immediate budget shortfall. Ongoing operational costs savings without the loss of operational quality. Reduce ongoing and long-term pension obligations. Free budget dollars for schools, transportation, healthcare, underfunded pensions, etc.

 

26

Appendix Section

Financial Modeling Considerations
   ≈  $2  to  $4  million:    Increase  in  annual  G&A  expense  due  to  ongoing  REIT   compliance costs 8.5% to 9.0%: consolidated GAAP income tax rate (driven by TRS taxes) One-time conversion items (excluded in 2013 Guidance)
― ≈$650  to  $700  million:  2013  special  one-time dividend of accumulated E&P • • Timing TBD Expected 80% common stock/20% cash elections ‒ # of shares to be issued based on stock price near time of issuance ‒ Similar to stock split as equity investors will not be diluted ― ≈  $25  million:    Conversion  costs • Legal, tax, investment banking, accounting and other one-time conversion specific costs ― ≈  $115  to  $135  million:    2013  income  tax  benefit  from  reversal  of  certain  net   deferred tax liabilities • Timing of non-cash credit to income statement TBD
A-1

Financial Modeling Considerations
  Expect to refinance $465 million Senior Notes Due 2017
― Company intends to Refinance Senior Notes and replace with new issuance(s)

≈  $215  million  additional  debt  capital  to  fund:
― ≈  $130  to  $140  million:  Cash  portion  of    E&P  Dividend ― ≈  $40  to  $50  million:  Refinance  Premium  &  other  refinancing  costs ― ≈  $25  million:    REIT  Conversion  Costs

   

May seek amendment to $785 million Revolving Credit Facility to obtain greater operating flexibility under REIT structure Interest Rates: TBD Post  Refinancing  Leverage:  ≈  3x Timing of transactions: Targeting during the second quarter
― May vary based on market conditions

A-2

Financial Modeling Considerations
 Targeting  annual  dividend  equal  to  ≈  75%  of  AFFO  per  diluted  share ― Dividend to be paid in quarterly installments ― Considering change in quarterly payments schedule to: April, July, October, January CCA's historical FFO, FFO per share, AFFO and AFFO per share have been adjusted to conform more closely to methodologies used within REIT industry ≈  102  to  103  million  diluted  shares  outstanding  in  2013 ― Additional stock awards in 2013 ― Increase in stock price - increases dilution of options

A-3

Reconciliation to 2012 AFFO: Old vs. New Calculation
($ in thousands)
CCA's Old Calculation 2012 Net income Depreciation and amortization Income tax expense Expenses associated with debt refinancing transactions Expenses associated with pursuit of REIT conversion Income taxes (paid) refund Income tax expense (benefit) for discontinued operations Stock-based compensation reflected in G&A expenses Amortization of debt costs and other non-cash interest Funds From Operations Maintenance capex - real estate and personal $ 156,761 113,933 87,586 2,099 4,236 (83,864) (215) 11,118 4,316 $ 295,970 (48,339) Net income Depreciation of real estate assets Funds From Operations Expenses associated with debt refniancing Expenses associated with pursuite of REIT conversion Income tax benefit for special items Income tax benefit for reversal of deferred taxes due to corporate restructuring Normalized Funds From Operations Maintenance capital expenditures on real estate assets Stock-based compensation Amortizationof debt costs and other non-cash interest Adjusted Funds From Operations $ $ $ $ CCA's New Calculation in accordance with NAREIT 2012 156,761 79,145 235,906 2,099 4,236 (2,340) (2,891) 237,010 (18,643) 12,296 4,316 234,979

Adjusted Funds From Operations

$ 247,631

The primary difference between the Old FFO and the New FFO is driven by (a) no adjustment for the difference between GAAP and cash taxes, (b) under the New Calculation, only real estate depreciation is added back to FFO, and (c) Other non-cash items are added to FFO in arriving at Normalized FFO The primary difference between the Old AFFO and the New AFFO is driven by no adjustment for the difference between GAAP and cash taxes under the New Calculation

A-4

Reconciliation to AFFO Per Diluted Share
2013(E) Net income Depreciation on real estate assets Depreciation on real estate assets for discontinued operations Funds from operations ("FFO") Special Items: Expenses associated with debt refinancing transactions Goodwill impairment for discontinued operations Expenses associated with pursuit of REIT conversion Income tax benefit for special items Income tax benefir for reversal of deferred taxes due to corporate restructure Normalized Funds from operations Other non-cash expenses Maintenance capital expenditures on real estate assets Adjusted funds from operations ("AFFO") Diluted shares AFFO per diluted share $ $ 215,000 77,000 292,000 $ 2012 156,761 79,145 235,906 $ 2011 162,510 73,705 345 236,560 $ 2010 157,193 70,460 911 228,564 $ 2009 154,954 67,020 163 222,137 $ 2008 150,941 58,378 218 209,537 $ 2007 133,373 50,808 212 184,393 $ 2006 105,239 46,944 288 152,471

292,000 $

2,099 4,236 (2,340) (2,891) 237,010 $

236,560 $

1,684 230,248 $

3,838 (1,465) 224,510 $

209,537 $

1,574 185,967 $

982 (361) 153,092 10,558 (12,264) 151,386 123,058 $1.23

$

17,000 (22,500) 286,500 $ 102,500 $2.80

16,612 (18,643) 234,979 $ 100,623 $2.34

14,662 (20,056) 231,166 $ 105,535 $2.19

13,849 (24,958) 219,139 $ 112,977 $1.94

13,794 (21,381) 216,923 $ 117,290 $1.85

13,466 (16,080) 206,923 $ 126,250 $1.64

11,407 (9,142) 188,232 $ 125,381 $1.50

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). CCA 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. CCA 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. Normalized FFO excludes the effects of such items. CCA 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 normalized 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.

A-5

Reconciliation to 2013 Guidance
($ in thousands, except per share amounts) First Quarter 2013 Low High Diluted earnings per diluted share Adjusted net income Depreciation on real estate assets Funds from Operations Other non-cash expenses Maintenance capital expenditures on real estate assets Adjusted Funds From Operations FFO per diluted share $ $ $ $ $ 0.47 48,000 19,000 67,000 4,000 (5,250) 65,750 0.66 $ $ $ $ $ 0.48 49,000 20,000 69,000 4,250 (6,250) 67,000 0.68 $ Full-Year 2013 Low High 2.05 $ 2.15

$ 210,000 77,000 $ 287,000 17,000 (25,000) $ 279,000 $ 2.80

$ 220,000 77,000 $ 297,000 17,000 (20,000) $ 294,000 $ 2.90

Guidance excludes REIT conversion costs, debt refinancing costs, the reversal of certain net deferred tax liabilities associated with the REIT conversion, as well as the impact of any shares to be issue as part of the E&P dividend. For more specifics on those items related to the REIT conversion, please refer to the press release and investor presentation we issued on February 7, 2013. Note : CCA announced its EPS and AFFO per diluted share guidance for the first quarter and full-year 2013 in its REIT Conversion news release on February 7, 2013 and again in its Fourth Quarter 2012 Financial Results news release issued on February 13, 2013. This slide sets forth the guidance given at that time and does not constitute a reaffirmation or update of that guidance.

A-6

Filling Vacant Beds Drives Earnings
($ in thousands)
Total Beds Available at January 1, 2013 13,271 808 14,079 Average Margin (1) $ 23.86 $ 5.03 Estimated Potential Annual Incremental EBITDA (2) $ 115,575.8 $ $ 1,483.4 117,059.2

Total Owned Available Beds Inventory Managed-Only Available Beds Grand Total

Filling available beds up to standard operating capacity at the margins we achieved during the fourth quarter of 2012 would generate approximately $1.00 of additional EPS(3) and Adjusted Funds From Operations per diluted share (4)
― Actual operating occupancy can be significantly higher than standard operating capacity


Carrying an inventory of owned beds provides a significant competitive advantage in capturing new business – no long construction lead times
Cash operating costs of vacant beds we own is very manageable at approximately $1,000 per bed per year

(1) Average margin is based on margins actually achieved for Q4 2012. 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 (2) Facility EBITDA, referred to in the Company's public filings as "Facility Contribution", is defined as total facility revenues less facility operating expenses (3) Assumes approximately 100.8 million shares outstanding (not adjusted for shares that will be issued in conjunction with the E&P dividend) (4) Refer to calculation of Adjusted FFO in the Appendix Section of this presentation

A-7

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