CCA to Issue 13.88 Million Shares in Connection With Special Dividend

CCA to Issue 13.88 Million Shares in Connection With Special Dividend 
Updates Guidance to Include New Shares to Be Issued 
NASHVILLE, TN -- (Marketwired) -- 05/16/13 --  CCA (NYSE: CXW) (the
"Company" or "Corrections Corporation of America"), today announced
that it will issue approximately 13.88 million new shares of its
common stock in connection with the payment of the Company's
previously announced special dividend. The shares to be issued
represent 80% of the total value of the $675 million special
dividend. The number of shares to be issued was determined based upon
the average closing price on the three trading days following May 9,
2013, or $38.90 per share. The remaining 20%, or $135 million of the
special dividend, will be paid in cash. As the aggregate amount of
cash elected by stockholders exceeded the 20% maximum established,
the available cash will be prorated among those stockholders based on
their elections. All stockholders will also receive cash in lieu of
fractional shares, if any. The special dividend is payable on May 20,
2013 to stockholders of record as of the close of business on April
19, 2013. Following payment of the special dividend, the Company will
have approximately 115.2 million shares of its common stock
outstanding. The special dividend is the final step necessary to
complete the Company's conversion to a real estate investment trust
(REIT) effective as of January 1, 2013.  
Updated Guidance 
On May 8, 2013, CCA issued guidance, which was calculated without
including any adjustment for the additional shares that would be
issued in connection with the special dividend. Therefore, the
Company is providing the following updated guidance incorporating the
impact of the additional shares to be issued: 
Second Quarter 2013 

--  Adjusted Diluted EPS of $0.49 to $0.50
--  Normalized Funds From Operations per diluted share of $0.66 to $0.68
--  Adjusted Funds From Operations per diluted share of $0.65 to $0.66
--  Assumes 109.1 million weighted average shares outstanding for the
    second quarter of 2013

Full Year 2013 

--  Adjusted Diluted EPS of $1.91 to $1.98
--  Normalized Funds From Operations per diluted share of $2.60 to $2.67
--  Adjusted Funds From Operations per diluted share of $2.53 to $2.65
--  Assumes 111.5 million weighted average shares outstanding for the
    full-year of 2013

No other adjustments have been made to guidance. The guidance excludes
REIT conversion costs, debt refinancing costs, and the reversal of
certain net deferred tax liabilities associated with the REIT

Calculation of FFO and AFFO Per Share Guidance                              
                                       For the Quarter      For the Year    
                                       Ending June 30,     Ending December  
                                            2013              31, 2013      
                                     ------------------  ------------------ 
                                      Low End  High End   Low End  High End 
                                        of        of        of        of    
                                     Guidance  Guidance  Guidance  Guidance 
                                     --------  --------  --------  -------- 
Adjusted net income                  $ 53,000  $ 54,000  $213,000  $221,000 
Depreciation on real estate assets     19,000    20,000    77,000    77,000 
                                     --------  --------  --------  -------- 
Funds From Operations                $ 72,000  $ 74,000  $290,000  $298,000 
Other non-cash expenses                 4,300     4,400    17,000    17,000 
Maintenance capital expenditures on                                         
 real estate assets                    (5,250)   (6,250)  (25,000)  (20,000)
                                     --------  --------  --------  -------- 
Adjusted Funds From Operations       $ 71,050  $ 72,150  $282,000  $295,000 
                                     ========  ========  ========  ======== 
Funds From Operations Per Diluted                                           
 Share                               $   0.66  $   0.68  $   2.60  $   2.67 
                                     ========  ========  ========  ======== 
Adjusted Funds From Operations Per                                          
 Diluted Share                       $   0.65  $   0.66  $   2.53  $   2.65 
                                     ========  ========  ========  ======== 

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.  
About CCA  
CCA is the nation's largest owner of partnership correction and
detention facilities and one of the largest prison operators in the
United States, behind only the federal government and three states.
We operate 67 facilities, including 51 facilities that we own or
control, with a total design capacity of approximately 92,500 beds in
20 states and the District of Columbia. CCA specializes in owning,
operating and managing prisons and other correctional facilities and
providing inmate residential services for governmental agencies. In
addition to providing the fundamental residential services relating
to inmates, our facilities offer a variety of rehabilitation and
educational programs, including basic education, religious services,
life skills and employment training and substance abuse treatment.  
Forward-Looking Statements  
This press release contains statements as to the Company's beliefs
and expectations of the outcome of future events that are
forward-looking statements as defined within the meaning of the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from the
statements made. These include, but are not limited to, the risks and
uncertainties associated with: (i) our ability to meet and maintain
REIT qualification tests; (ii) general economic and market
conditions, including the impact governmental budgets can have on our
per diem rates, occupancy and overall utilization; (iii) the
availability of debt and equity financing on terms that are favorable
to us; (iv) fluctuations in our operating results because of, among
other things, changes in occupancy levels, competition, increases in
cost of operations, fluctuations in interest rates and risks of
operations; (v) our ability to obtain and maintain correctional
facility management contracts, including as a result of sufficient
governmental appropriations and as a result of inmate disturbances;
(vi) changes in the privatization of the corrections and detention
industry, the public acceptance of our services, the timing of the
opening of and demand for new prison facilities and the commencement
of new management contracts; (vii) changes in government policy and
in legislation and regulation of the corrections and detention
industry, which may adversely affect our business, including the
impact of the Budget Control Act of 2011 on federal corrections
budgets, California's utilization of out of state private
correctional capacity, and the impact of any changes to immigration
reform laws; and (viii) increases in costs to construct 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 our control, such as
weather, labor conditions and material shortages, resulting in
increased construction costs.  
Investors and Analysts: 
Karin Demler
(615) 263-3005 
Financial Media: 
David Gutierrez
Dresner Corporate Services
(312) 780-7204 
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