Two Thousand Twelve

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From Our President & CEOAs I’ve reflected on 2012 and the many events that have transpired over the past 12 months, I’m moved by how much we’ve accomplished and come together as a company and as a nationwide CCA Family.

We encircled each other with prayers and support after the tragic loss of a colleague. We smiled and clapped when we brought new jobs to a hardwork-ing community trying to find its way from the recession. We proudly launched new programs and completed new initiatives that make the great work we do even better. We trained and improved to bet-ter protect our communities and all those we serve. We performed around the clock to keep our facili-ties running, safe and secure, as we provide one of our nation’s most important public services.

We have each other – and you all – to thank for the successes we achieved and the challenges we overcame in 2012.

I’ve now spent 20 years with CCA, a milestone I achieved in May 2012. In those two decades, and as we prepare to commemorate our 30th anniversary in 2013, I am amazed by where we’ve been, where we are and where we are going as an organization. Our past was bold and endeavoring. Our present is proven and stable. And our future is innovative and strategic, steadied by the values and vision that have charted our path.

We have so much to be excited about and proud of. And we have the support, encouragement and partnership of people like you, in large measure, to thank for that.

Damon T. Hininger President and Chief Executive Officer

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“The end of every year gives us a bit of quiet time to think about the days

behind us and the road ahead.”

PEOPLE “Our company’s dedicated professionals work hard each day to provide safe, affordable correctional services to our partners in government. They are chaplains and teachers, counselors and correctional officers, nurses and administrators. Most of all, they are our people. And I’m so proud of their compassion, their professionalism, and their commitment to their jobs and communities.”

Brian Collins Executive Vice President and Chief Human Resources Officer

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Developing Our PeopleCorrections professionals will tell you, “Corrections is a calling.”

There’s no greater asset than our employees. They come to work every day – passionate and ready to make a difference. They empower the meaningful service we provide to our communities and partners.

At CCA, everything we do is informed by our most important priority – our people. That’s what makes us different and keeps us on a steady course of continuous improvement.

In 2012, our Human Resources team focused on three key initiatives:

• hiring the best• developing our employees • planning for the future

New technologies and tactics are leading to more efficient systems and new approaches. Together, these help us attract, retain and

advance the best corrections professionals around.

We are devoted to building the foundation for new systems that will enrich the CCA employee experience. With months of hard work already behind us, many of these new processes will be unveiled in 2013.

We want our employees to learn, grow and develop. That’s why in 2012 we introduced two new online learning platforms: Leadership Advantage and the CCA Competency Center. Both conveniently enabled employees to tap into lessons on topics like communication and employee engagement.

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Many CCA programs seek to elevate and educate our staff. We used to call this “training.” That changed in 2012. We redefined it as “learning and development.” We feel that this better reflects our commitment to investing in our staff.

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Hiring the Best“To be the best, you have to hire the best.” Our Human Resources team takes this saying to heart.

Our facilities employ hundreds of employees across the country. In small towns and rural areas, we’re often the largest employer. We actively welcome employees who embrace our mission and guiding principles.

New Candidates – New Approach To reach potential employees in 2012, we began a new approach with several CCA facilities. We allowed interested candidates to complete the application process and potentially receive a job offer on the spot, all in a single day. Both turnout and spirits have been high. We’re excited to offer new, promising CCA careers to qualified candidates.

Valued Veterans More than 10 percent of our employees are military veterans. CCA stands ready to welcome more of these brave men and women to our company as they return home. We are reaching out through strategic partnerships, special events and military-focused practices. And we’re proud to have been named a “Top 100 Military Friendly Employer”® by G.I. Jobs magazine for the sixth year.

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By the close of 2012, our career website, www.CCAjob.com, had experienced nearly a 1,000 percent increase in annual traffic since 2010. This increase is attributed to increased marketing efforts, including career events, search engine optimization and social media campaigns.

2010 2011 2012

64,000 Visits

110,000 Visits

700,000 Visits

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ConnectionsIn a company with a national footprint, we work in different regions and time zones. Nevertheless, we share a common bond – a commitment to support and care for each other.

Through annual conferences and community outreach, we work to connect. From town hall meetings to yearly facility events, our employees are a part of a unified team. And we embrace the opportunity to show it.

CCA facilities are united in helping the communities they call home. They collect

school supplies for families in need. They join in fundraisers for important causes. Our employees care about making the world a better place.

One of many examples is our Crowley County Correctional Facility in Olney Springs, Colo. For years, the facility has partnered with Habitat for Humanity. Since the late 1990s, the facility has provided an estimated 80 percent of the roofing trusses and 50 percent of the cabinets for Habitat homes in the state. The materials are built by its inmate carpentry class.

“This is where we all live. We’re not just employees of a company town. This is our hometown.”

Warden Brigham Sloan CCA’s Bent County Correctional Facility

Las Animas, Colorado

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At our fourth-quarter Town Hall, CCA leadership were proud to name Correctional Officer Crystal Freeman as CCA’s 2012 Employee of the Year. Crystal was selected for this honor due to her outstanding dedication to her facility, Adams County Correctional Center, which is located in Natchez, Miss.

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Patriot Packages At CCA, our appreciation for military Americans runs deep. Through our Patriot Packages program, we’re proud to support our active-duty staff and deployed family members of CCA employees.

Patriot Packages is a companywide effort to provide care packages twice yearly to those serving overseas. Our third and most successful campaign was held in 2012. Our employees contribute items, such as magazines, snacks and games, to let our brave servicepersons know we are grateful for their sacrifices.

CCAssist Everyone can use a helping hand sometimes. That’s the very reason our CCAssist Fund exists. Funded primarily by employees, for employees, it provides aid to CCA employees and families in times of crisis. From helping cover medical bills to recovery costs after natural disasters, CCAssist is here to help.

In 2012, the CCAssist Fund saw record levels of staff giving. We achieved a new milestone, having distributed more than $2 million to CCA employees and families since the Fund’s 2006 inception. And we rapidly provided relief to employees after several natural disasters, from floods in Florida to Hurricane Sandy.

Serving Our Communities It’s the responsibility of every CCA employee to protect the community by operating safe, secure facilities. But our team members also serve their communities through volunteerism.

In 2012, Facility Support Center employees used a work day to participate in a community service project. They were joined by colleagues from several of CCA’s Tennessee facilities to build a park in Nashville, Tenn. The park filled an area that had been devastated by the historic floods of May 2010.

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Getting “Inside” CCA’s employee print magazine, Correct Perspectives, got a makeover last year. The new look also came with a new name, InsideCCA. With a blend of must-know news and personal features, InsideCCA is widely read. News is also readily available on www.InsideCCA.com.

Sharing InformationConnecting with our staff and communities is a priority. Reaching across a nation, three time zones, various shifts and different positions is both a challenge and an opportunity. Our goal is to reach our people wherever they are.

Building Online Community Social media builds community in ways never before possible. That’s been seen in the vast growth and gains of CCA’s official Facebook page, www.Facebook.com/CorrectionsCorp.

The page has let us hear from potential and former employees, inmate family members, community friends and even former inmates.

In 2012, CCA’s was awarded “Best Community Building on Facebook” by Ragan Communications for our 2011 strategy and efforts. Our Facebook followers doubled in 2011, from 1,800 to 3,600. By late 2012, more than 10,000 people had connected with CCA on Facebook.

Social Responsibility Goes Online Being socially responsible is about doing the right thing. It’s about duty. From our policies and procedures to our vision, mission and guiding principles, we believe strongly in what we do. We want to share the good work we do, backed by research, examples and case studies. Now visitors can find details at www.CCA.com in our new social responsibility section. There, we outline our commitment to:

• protecting inmate and detainee rights • adding value for taxpayers • providing proven re-entry programs • improving our communities • ensuring governance with integrity • fostering meaningful careers

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Respect & RemembranceHe had passion and promise.

That’s how those who knew senior correctional officer Catlin Carithers best remember him. He was one of only two CCA staff members ever lost to inmate violence in the company’s 30-year history. Mr. Carithers sustained fatal injuries during an inmate disturbance on May 20, 2012.

Mr. Carithers was committed to his facility, career and community. He was a member of his facility’s Special Operations Response Team. He also served as a security threat group coordinator, a facility instructor and a volunteer with the local fire department.

Mr. Carithers impressed facility leadership with his thorough investigations and leadership talents. He showed signs of a promising career in corrections.

Thousands of CCA employees united to share heart-felt messages of sympathy and respect for their fallen colleague. They wrote hundreds of e-mails and online comments. They attended memorials. Many came up with their own ways of remembering Mr. Carithers. CCA also assisted in raising funds for a memorial fund to benefit youth in Mr. Carithers’ hometown.

Mr. Carithers’ memory will become a permanent fixture at the facility where he proudly served. Adams County Correctional Center in Natchez, Miss., has dedicated the firing range, a visible and popular facility fixture, to the fallen officer.

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PROCESSES“We are confident and content about where we are as a company, but we’re not complacent. We are proactive. Our specialty is providing a safe, secure environment in an efficient manner. One of the ways we achieve this is through proven re-entry programs. We know that providing evidence-based, recidivism-reducing programs is both integral to the safety and security of our facilities and a way to help break the cycle of criminal activity and confinement.”

Harley Lappin Executive Vice President and Chief Corrections Officer

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The Power of TechnologyACA – It’s Electronic Achieving accreditation by the American Correctional Association (ACA) is the gold standard in corrections. For CCA, it’s part of our culture of excellence. Maintaining a universal ACA compliance environment – we call it “audit-ready” – 24-hours a day, seven days a week, requires a tireless commitment.

Five facility test sites are piloting a new method that allows all ACA files to be stored electronically. This paperless approach is more environmentally friendly. It’s also more efficient for our team, as they can conveniently manage information online.

Electronic GED Testing This year, our Inmate Programs professionals prepared us for the next wave in inmate GED testing. In 2014, GEDs will be delivered online,

leaving hard-copy tests behind. But preparing for such a major transition takes time. 2012 was spent working with the GED Testing Service and Pearson VUE, a leading global provider of computer-based testing solutions. More than 3,000 CCA inmates annually test for the GED.

Telemedicine Grows CCA continues to expand its use of telehealth services. Through teleconferencing, we connect health providers to patients in our facilities. The power of these virtual connections lets individuals receive primary care, specialty consultation and mental health services. This strengthens security, manages costs and offers convenience, while providing quality care for those in our custody.

In 2012, the number of facilities with full telemedicine capability grew 78 percent. Facilities with telepsychiatry capability grew 50 percent.

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CCA’s company-wide ACA audit score average is 99.2 percent.

Currently, 19 facilities – or approximately one-third of our locations – boast a 100 percent ACA score. CCA’s 58 ACA-accredited facilities scored in the following ranges:

1. 19 facilities: 100%2. 23 facilities: 99.0-99.9%3. 8 facilities: 98.0-98.9%4. 5 facilities: 97.0-97.9%5. 2 facilities: 96.0-96.9%6. 1 facility: 95.0-95.9%

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Security RefinementsA step inside a CCA facility reveals technologies like motion detection perimeter fences and airport-grade metal detectors. Integrating the newest proven advancements is standard CCA practice. Even the simplest of security protocols routinely gets a thorough review and critique. As it turns out, even keys can be managed more effectively and securely.

The Key Tracer system, being installed in CCA facilities across the country, modernizes key control and monitoring. Each day, CCA employees provide the Key Tracer kiosk with their unique fingerprint scan. They are then assigned a specific set of keys based on user permissions. With Key Tracer, each set of facility keys can be accounted for at any time in a matter of seconds.

And there’s more to safe and secure operations than lock and key.

Correctional facilities address issues ranging from gang management and contraband control to emergency preparedness and inmate classification. CCA continuously reviews our investment in these security areas. With the company’s steady growth, CCA has restructured its Security department to provide increased, centralized support to our facilities. This includes an enhanced inmate investigations program that emphasizes ongoing education and best practices. Emergency preparedness has also maintained a high-profile within our organization. Combining cutting-edge technology with sound inmate management techniques, we stand ready to respond to incidents both large and small.

We strive to ensure the safety – and prevent the harm – of the inmates in our care. This includes self-harm. CCA continues to maintain a leadership role in suicide prevention. Through awareness initiatives, supervision and inmate programs, we seek to ensure that lives are preserved.

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In Grants, N.M., the Heeling Hearts program at New Mexico Women’s Correctional Facility trains and finds homes for shelter dogs that would otherwise be euthanized.

Graceville Correctional Facility in Graceville, Fla., in partnership with the Auburn University Dog Program, trains Labrador Retrievers to be future bomb and drug detection dogs.

Metro-Davidson County Detention Facility in Nashville, Tenn., and Saguaro Correctional Facility in Eloy, Ariz., operate the Second Chance at Life Greyhound program. This program rescues Greyhounds from the racetrack and prepares them to be family pets.

In Cimarron, Okla., Freedom Dogs at Cimarron Correctional Facility, and a similar program at Lake Erie Correctional Institution in Conneaut, Ohio, rescue dogs from local shelters. The dogs are then trained to become loving family pets or service dogs.

Making a DifferenceMany inmates will one day rejoin society.

Every day, our teachers, vocational instructors, addictions treatment counselors and other re-entry specialists are dedicated to preparing them for success upon release. Our Inmate Programs team emphasizes gaining an education, learning a skilled trade, being treated for addiction and gaining practical work skills.

But there also are other, unique programs that inmates value. One of them has a fur factor. After all, puppies and dogs are hard to resist.

Many abandoned, rescued or homeless dogs find their way into re-entry programs at CCA facilities. Our programs provide these dogs with valuable training for adoption or service in security or with the disabled.

While the puppies in our programs certainly benefit from their training, our inmates receive much more. They gain patience, develop nurturing skills and, most importantly, learn to care for and serve others.

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PARTNERSHIP“Whether it’s overcrowded facilities, skyrocketing taxpayer costs or inmates struggling to break the cycle of crime, corrections systems across America face serious challenges. For 30 years, CCA has successfully built and managed detention and correctional facilities in partnership with governments of all levels, providing the solutions they need to meet those challenges and better serve taxpayers around the country.”

Tony Grande Executive Vice President and Chief Development Officer

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Emerging from the Recession: Jenkins, GeorgiaWe were thrilled to bring our newest CCA-built facility online in Millen, Ga. The 1,150-bed Jenkins Correctional Center opened in March 2012.

Prior to CCA’s presence in Jenkins County, the area had the third-highest unemployment rate in the state. The influx of resources during the construction phase brought real change.

The introduction of nearly 200 permanent jobs provided hope. The ongoing economic boom has transformed Millen, garnering national media attention.

The facility is expected to generate $8 million annually in salaries and benefits. It is also estimated to pay nearly $1.2 million in combined property taxes and utilities.

The Promise of PartnershipWe are honored to be the leading partnership corrections company in our nation. All levels of government seek CCA to ease and resolve challenges, provide relief and strengthen communities.

In 2012, the value of partnership corrections became increasingly evident with expanding partnerships, returning partners and the opening of our latest facility.

History in the Making: Conneaut, Ohio In January 2012, CCA began management of the 1,798-bed Lake Erie Correctional Institution in Conneaut, Ohio. The partnership with the Ohio Department of Rehabilitation and Correction represents the first time that a corrections company has purchased a state-owned correctional facility while entering into a management contract.

This groundbreaking partnership demonstrates how CCA continues to expand, remain flexible and use our innovation to customize approaches that meet our partners’ needs.

The facility purchase wasn’t the only highlight. At the transition, CCA retained more than 90 percent of the existing staff at Lake Erie. This success was due to a strong commitment by CCA to maintain open communications with staff.

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CCA offers significant benefits to Conneaut, Ohio, and surrounding communities, providing:

1. Nearly $600,000 in local spending for goods and services

2. $1.2 million in annual property taxes3. Approximately $1.4 million in annual

utility usage and fees4. $12.3 million in payroll for more than

280 jobs

$15.5 Million

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Expanding Partnerships in Idaho and Oklahoma Many states are still recovering from the nation’s economic challenges. Tough budget constraints call for innovative solutions that save taxpayer dollars. Idaho and Oklahoma expanded their partnerships with CCA in 2012. They both relied on our available bed capacity to meet growing demands without costly capital expenses.

CCA is now providing capacity for up to 800 inmates for Idaho at Kit Carson Correctional Center in Burlington, Colo. CCA also manages Idaho inmates in our Idaho Correctional Center.

Returning Partners One of the many benefits to partnership corrections is flexibility. Returning partners Puerto Rico and Arizona have taken advantage of their ability to rely on CCA.

Puerto Rico CCA again in 2012 partnered with Puerto Rico for the management of up to 480 inmates at our Cimarron Correctional Facility in Cimarron, Okla. This created nearly 90 new positions at Cimarron. The partnership involves an emphasis on educational, vocational and addictions treatment programs, and CCA is proud to be able to offer these important re-entry programs.

Arizona CCA was awarded a contract to manage 1,000 inmates at our Red Rock Correctional Center in Eloy, Ariz., in 2012. This is the first time CCA has managed inmates in-state for Arizona. We previously managed Arizona inmates at other locations outside the state.

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A renewed contract with Oklahoma allows for an additional 240 inmates at our Cimarron Correctional Facility in Cushing, Okla., a 10 percent increase in the management capacity from 2,280 to 2,520 inmates.

2,520 Inmate

Capacity

2,280 Inmate

Capacity

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TransCor DeliversTransCor America, LLC, CCA’s subsidiary transportation company, is shifting gears. The company spent much of 2012 modernizing its fleet of more than 80 buses. They also prepared to welcome Curtiss Sullivan as president in January 2013.

The leadership transition is a result of TransCor President Steve Kennedy’s retirement. Sullivan joined TransCor in 2004 as vice president and chief operating officer.

TransCor’s fleet features three types of vehicles to transport inmates of all classification types. Added to the fleet last year were 15 Motor Coach Industries (MCI) buses. These large vehicles feature bunks designed for long, overnight trips. They also added five Synergy busses, designed for medium-range transports, and 10 Thomas buses, designed for short day trips.

TransCor features 10 office locations, including

the headquarters in Nashville, Tenn., and nine satellite offices at the following CCA facilities:

• Adams County Correctional Center in Natchez, Miss.

• California City Correctional Center in California City, Calif.

• Florence Correctional Center in Florence, Ariz.

• Houston Processing Center in Houston, Texas

• Nevada Southern Detention Center in Pahrump, Nev.

• North Georgia Detention Center in Gainesville, Ga.

• Northeast Ohio Correctional Center in Youngstown, Ohio

• Stewart Detention Center in Lumpkin, Ga.• Torrance County Detention Facility in

Estancia, N.M.

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TransCor features:• 182 employees, including 35 corporate

staff and 147 transport agents• 2.6 million miles traveled last year• More than 126,000 inmates transported

in 2012• More than 850 CCA vehicles monitored

and maintained for CCA, with a TransCor fleet of 81 buses

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Moving ForwardLooking ahead, CCA has many reasons to be thankful. We are especially proud to celebrate our 30th anniversary on January 28, 2013. Throughout the year, our company will recognize our achievements as the founder and continued leader in the field of partnership corrections.

Each day, we have a responsibility to serve our employees, government partners, investors, communities and the inmates entrusted to our care. We look forward to continually sharing with you the many ways in which we are meeting – and even exceeding – the expectations of all those we protect and serve.

Join CCA on Facebook at www.Facebook.com/CorrectionsCorp.

Learn more at www.YouTube.com/InsideCCA.

Find us online at www.CCA.com.

Or send a message to CCA, 10 Burton Hills Boulevard, Nashville, Tennessee 37215.

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ExecutivesDamon Hininger President & Chief Executive Officer

Brian Collins Executive Vice President & Chief Human Resources Officer

Tony Grande Executive Vice President & Chief Development Officer

Steve Groom Executive Vice President & General Counsel

Harley Lappin Executive Vice President & Chief Corrections Officer

Todd Mullenger Executive Vice President & Chief Financial Officer

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OfficersSteven Conry, Vice President, Facility Operations, Business Unit III

Brian G. Day, Vice President, Real Estate

David Garfinkle, Vice President, Finance and Controller

Louise Grant, Vice President, Communications

Lucibeth Mayberry, Vice President and Deputy Chief Development Officer

Natasha Metcalf, Vice President, Partnership Development

John Pfeiffer, Vice President, Technology, and Chief Information Officer

Brad Regens, Vice President, Partnership Relations

John Robinson, Vice President, Correctional Programs

Herb Spiwak, Vice President, Health Services

Daren Swenson, Vice President, Facility Operations, Business Unit II

Patrick Swindle, Vice President, Treasury

Ron Thompson, Vice President, Facility Operations, Business Unit I

Jimmy Turner, Vice President, Facility Human Resources

Bart VerHulst, Vice President, Partnership Relations