Core Points - CoreCivic has been awarded a new contract under an Intergovernmental Services Agreement with the Oklahoma Department of Corrections and U.S. Immigration and Customs Enforcement to reactivate the Diamondback Correctional Facility, which has been idle since 2010 [1][2] - The contract starts on September 30, 2025, for a five-year term, with potential extensions, and is expected to generate approximately $100 million in annual revenue once fully operational [2] - The facility is anticipated to begin receiving detainees in the first quarter of 2026, with full activation expected by the second quarter of 2026 [2] - CoreCivic plans to invest an additional $13 million for renovations requested by ICE to ensure a seamless reactivation of the facility [3] - The company has signed new contracts for a total of 6,353 beds across four facilities, which were all idle at the beginning of the year, projecting approximately $325 million in annual revenue once fully activated [3] Company Overview - CoreCivic is a diversified government-solutions company that provides a range of services including corrections and detention management, alternatives to incarceration, and government real estate solutions [4] - The company is the largest owner of partnership correctional, detention, and residential reentry facilities in the U.S. and has over 40 years of experience as a government partner [4]

Summary of CoreCivic Investor Conference Company Overview - **Company Name**: CoreCivic - **Ticker Symbol**: CXW - **Founded**: 1983 - **Total Assets**: Approximately $2.9 billion - **Real Estate Assets**: Approximately $2.3 billion - **2024 Revenue**: Approximately $2 billion - **Adjusted EBITDA**: $330.8 million - **Market Capitalization**: Approximately $2.2 billion - **Facilities**: 70 correctional, detention, and reentry facilities in the U.S. with a total of 79,202 beds - **Revenue Sources**: 51% from federal government, 41% from state governments, and 8% from local governments and others [2][3][4] Business Segments 1. **Safety Segment**: - Largest segment with 44 facilities and 67,289 beds - Contributes approximately 92% of net operating income (NOI) [4] 2. **Community Segment**: - 21 residential reentry facilities (halfway houses) with 4,159 beds - Contributes about 5% of NOI [5] 3. **Property Segment**: - 5 facilities leased to state government agencies with 7,754 beds - Contributes about 3% of NOI [5] Market Position - CoreCivic is the largest owner of private correctional and detention facilities, managing 57% of all owned beds and 41% of privately managed beds [6] - The company manages 27% of total ICE detention populations and 13% of U.S. Marshals populations [6][7] Recent Developments - **COVID-19 Impact**: Occupancy rates dropped during the pandemic, with a recovery to 76.8% by Q2 2023 [8] - **ICE Detention Capacity**: The One Big Beautiful Bill Act approved $45 billion for ICE, aiming to increase detention beds from 50,000 to 100,000. CoreCivic currently has 58,000 to 60,000 beds available [10][11] - **Idle Facilities**: CoreCivic has 13,419 beds in idle facilities that can be activated to meet ICE's growing demands [11][15] Financial Performance - **EBITDA Potential**: By activating idle facilities, CoreCivic could generate an additional $200 million to $225 million in EBITDA [17] - **Contract Renewal Rate**: 97% over the past five years, indicating strong customer retention [18] - **Debt Management**: Since August 2020, CoreCivic has repaid $1.3 billion in debt, maintaining a leverage ratio of 2.3 times [19][20] - **Share Repurchase Program**: $500 million authorization with $237.9 million remaining as of June 30, 2025 [21] Industry Dynamics - The company is positioned to benefit from a shift towards interior enforcement by ICE, as border encounters decrease [22][23] - Concerns about alternative detention facilities (e.g., Guantanamo Bay) are viewed as less viable due to higher costs and operational challenges compared to CoreCivic's existing facilities [24][25] Conclusion - CoreCivic presents a compelling investment opportunity with strong government contracts, a solid financial position, and growth potential in the detention market as federal needs increase [27]

Core Points - CoreCivic has been awarded two new contracts with the U.S. Immigration and Customs Enforcement to utilize 3,593 beds [1] - The company's shares increased by 4.08% in pre-market trading, reaching $22.43 [1] - CoreCivic expects to generate annual revenue from these contracts [1]

Core Points - CoreCivic has been awarded two new contracts with U.S. Immigration and Customs Enforcement (ICE) to utilize a total of 3,593 beds at two facilities, which are expected to generate nearly $200 million in annual revenue once fully activated [1][4][6] - The two facilities include the California City Immigration Processing Center with 2,560 beds and the Midwest Regional Reception Center with 1,033 beds [2][3] - The California City facility began receiving detainees on August 27, 2025, under a six-month Letter Contract, transitioning to a definitive contract effective September 1, 2025, with expected annual revenue of approximately $130 million once fully activated [6] - The Midwest Regional Reception Center's intake process has faced delays due to legal challenges, but the new contract commenced on September 7, 2025, with expected annual revenue of approximately $60 million once fully activated [6] Company Overview - CoreCivic is a diversified government-solutions company that provides a range of services including corrections and detention management, alternatives to incarceration, and government real estate solutions [5] - The company is the largest owner of partnership correctional, detention, and residential reentry facilities in the U.S. and has been a reliable partner for government for over 40 years [5]

CoreCivic Analysis - CoreCivic's stock price increased from $17-$18 to around $20 following a previous article that recommended a "buy opinion" [1] - The analysis suggests that the fears expressed by analysts regarding CoreCivic's stock were unwarranted [1] Analyst Background - The analyst has a strong background in finance, holding a Master's degree in Corporate Finance and experience in studying businesses and their operations [1] - The analyst emphasizes a value-investing approach, focusing on financials to estimate company value while remaining unbiased by market fluctuations [1]

Core Viewpoint - CoreCivic has appointed Patrick D. Swindle as the new President and Chief Executive Officer, effective January 1, 2026, succeeding Damon T. Hininger, who has been CEO since August 17, 2009 [1][2] Leadership Transition - Patrick D. Swindle has been with CoreCivic since 2007 and has held various leadership roles, including Chief Operating Officer, where he oversaw significant business components [2][4] - Damon T. Hininger will resign from the Board effective January 1, 2026, and will serve as a Special Advisor during the transition [1][5] Strategic Initiatives - Under Swindle's leadership, CoreCivic has improved strategic development practices and operational efficiency, including the activation of idle facilities to meet government partners' needs [3][4] - Swindle's efforts have led to greater operational consistency and positioned CoreCivic to address the increasing demand for its services [3] Company Background - CoreCivic is a diversified government-solutions company that provides a range of services, including corrections and detention management, and is the largest owner of partnership correctional facilities in the U.S. [7]

Core Viewpoint - CoreCivic has been awarded a new contract to resume operations at the West Tennessee Detention Facility, which has been idle since September 2021, under an intergovernmental services agreement with ICE [1][2]. Contract Details - The intergovernmental services agreement (IGSA) is set to expire in August 2030, with potential for extension through bilateral modification [2]. - The agreement includes a fixed monthly payment and an incremental per diem payment based on detainee populations, with expected annual revenue of approximately $30 million to $35 million once fully activated [2]. Financial Impact - The contract is anticipated to have a minimal impact on earnings in Q3 2025, becoming accretive to earnings starting in Q4 2025, with full activation expected by the end of Q1 2026 [2]. Operational Expansion - CoreCivic has reactivated four previously idle facilities, totaling approximately 6,600 beds, and has made available over 1,000 additional detention beds to ICE through contract modifications [3]. - The reactivation of the West Tennessee Detention Facility is expected to create over 200 jobs in the local community [3]. Company Overview - CoreCivic is a diversified government-solutions company that provides a range of services including corrections and detention management, alternatives to incarceration, and government real estate solutions [4]. - The company is the largest owner of partnership correctional, detention, and residential reentry facilities in the U.S. and has been a reliable partner for government for over 40 years [4].

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [ITEM 1. – FINANCIAL STATEMENTS.](index=3&type=section&id=ITEM%201.%20%E2%80%93%20FINANCIAL%20STATEMENTS.) This section presents the unaudited consolidated financial statements of CoreCivic, Inc. and its subsidiaries for the periods ended June 30, 2025, and December 31, 2024, including balance sheets, statements of operations, cash flows, and stockholders' equity, along with detailed notes [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets show CoreCivic's financial position as of June 30, 2025, compared to December 31, 2024, indicating an increase in total assets and liabilities, while total stockholders' equity slightly decreased Consolidated Balance Sheet Summary (in thousands) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------- | :----------------------------- | :----------------------------- | | Total Assets | $3,071,657 | $2,931,891 | | Total Liabilities | $1,594,125 | $1,438,540 | | Total Stockholders' Equity | $1,477,532 | $1,493,351 | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) CoreCivic reported significant increases in net income and revenue for both the three and six months ended June 30, 2025, compared to the same periods in 2024, driven by higher revenue and improved profitability Consolidated Statements of Operations (Three Months Ended June 30, in thousands) | Metric (in thousands) | For the Three Months Ended June 30, 2025 | For the Three Months Ended June 30, 2024 | | :-------------------- | :--------------------------------------- | :--------------------------------------- | | REVENUE | $538,165 | $490,109 | | NET INCOME | $38,543 | $18,954 | | BASIC EARNINGS PER SHARE | $0.35 | $0.17 | | DILUTED EARNINGS PER SHARE | $0.35 | $0.17 | Consolidated Statements of Operations (Six Months Ended June 30, in thousands) | Metric (in thousands) | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------------- | :------------------------------------- | | REVENUE | $1,026,792 | $990,795 | | NET INCOME | $63,656 | $28,497 | | BASIC EARNINGS PER SHARE | $0.58 | $0.26 | | DILUTED EARNINGS PER SHARE | $0.58 | $0.25 | [Consolidated Statements of Cash Flows](index=5&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, CoreCivic generated increased cash from operating activities, while cash used in investing activities significantly increased, and cash used in financing activities decreased compared to the prior year Consolidated Statements of Cash Flows (Six Months Ended June 30, in thousands) | Cash Flow Activity (in thousands) | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------------- | :------------------------------------- | | Net cash provided by operating activities | $141,196 | $138,413 | | Net cash used in investing activities | $(60,063) | $(21,374) |\ | Net cash used in financing activities | $(60,292) | $(178,312) |\ | Net increase (decrease) in cash, cash equivalents and restricted cash | $20,841 | $(61,273) |\ | Cash, cash equivalents and restricted cash, end of period | $142,951 | $67,683 | [Consolidated Statement of Stockholders' Equity (2025)](index=6&type=section&id=Consolidated%20Statement%20of%20Stockholders'%20Equity%20(Unaudited)%20for%20the%20quarterly%20periods%20during%202025) For the quarterly periods during 2025, CoreCivic's total stockholders' equity slightly decreased from December 31, 2024, to June 30, 2025, primarily due to common stock retirements offsetting net income and restricted stock compensation Consolidated Statement of Stockholders' Equity (in thousands) | Metric (in thousands) | As of December 31, 2024 | As of June 30, 2025 | | :-------------------- | :---------------------- | :------------------ | | Total Stockholders' Equity | $1,493,351 | $1,477,532 | | Common Stock Shares | 109,861 | 107,311 | [Consolidated Statement of Stockholders' Equity (2024)](index=7&type=section&id=Consolidated%20Statement%20of%20Stockholders'%20Equity%20(Unaudited)%20for%20the%20quarterly%20periods%20during%202024) For the quarterly periods during 2024, CoreCivic's total stockholders' equity decreased from December 31, 2023, to June 30, 2024, primarily due to common stock retirements, partially offset by net income and restricted stock compensation Consolidated Statement of Stockholders' Equity (in thousands) | Metric (in thousands) | As of December 31, 2023 | As of June 30, 2024 | | :-------------------- | :---------------------- | :------------------ | | Total Stockholders' Equity | $1,477,566 | $1,447,521 | | Common Stock Shares | 112,733 | 110,271 | [Notes to Consolidated Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20(Unaudited)) This section provides detailed disclosures and explanations for the consolidated financial statements, covering the company's organization, accounting policies, real estate transactions, debt structure, stockholders' equity, earnings per share, commitments, contingencies, income taxes, and segment reporting [1. Organization and Operations](index=8&type=section&id=1.%20ORGANIZATION%20AND%20OPERATIONS) CoreCivic operates as the largest owner and operator of partnership correctional, detention, and residential reentry facilities in the U.S. through three distinct segments - CoreCivic is the nation's largest owner and one of the largest operators of partnership correctional, detention, and residential reentry facilities in the U.S. through three segments: CoreCivic Safety, CoreCivic Community, and CoreCivic Properties[24](index=24&type=chunk) - As of June 30, 2025, CoreCivic Safety operated **44 correctional and detention facilities** (40 owned/leased) with approximately **67,000 beds**[24](index=24&type=chunk) - CoreCivic Community operated **21 residential reentry centers** (owned/leased) with approximately **4,000 beds**, and CoreCivic Properties owned **5 properties** with approximately **8,000 beds**[24](index=24&type=chunk) [2. Basis of Presentation and Summary of Significant Accounting Policies](index=8&type=section&id=2.%20BASIS%20OF%20PRESENTATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) The company is evaluating new accounting standards that will impact future disclosures, while providing details on cash and debt fair values - The company is evaluating ASU 2023-09, 'Improvements to Income Tax Disclosures', effective for annual periods beginning after December 15, 2024, and ASU 2024-03, 'Disaggregation of Income Statement Expenses', effective for annual periods beginning after December 15, 2026, both of which will impact disclosures[27](index=27&type=chunk)[28](index=28&type=chunk) Cash, Cash Equivalents and Restricted Cash (in thousands) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Cash and cash equivalents | $130,524 | $107,487 | | Restricted cash | $12,427 | $14,623 | | Total cash, cash equivalents and restricted cash | $142,951 | $122,110 | Debt Carrying Amount vs. Fair Value (in thousands) | Debt (in thousands) | Carrying Amount (June 30, 2025) | Fair Value (June 30, 2025) | | :------------------ | :------------------------------ | :------------------------- | | Debt | $(1,031,405) | $(1,044,831) | [3. Real Estate and Other Transactions](index=10&type=section&id=3.%20REAL%20ESTATE%20AND%20OTHER%20TRANSACTIONS) CoreCivic completed a significant acquisition, classified two residential reentry centers as held for sale, and resumed operations at a large immigration processing center - CoreCivic acquired the **736-bed Farmville Detention Center** for **$67.0 million** on July 1, 2025, funded by cash and borrowings under its Revolving Credit Facility[33](index=33&type=chunk) - Two residential reentry centers (Denver, CO and Live Oak, CA) with carrying values of **$1.1 million** and **$2.7 million**, respectively, were classified as held for sale as of June 30, 2025[34](index=34&type=chunk)[35](index=35&type=chunk) Idle Facility Net Carrying Value (June 30, 2025, in thousands) | Idle Facility | Design Capacity | Net Carrying Value (June 30, 2025, in thousands) | | :---------------------------- | :-------------- | :----------------------------------------------- | | Prairie Correctional Facility | 1,600 | $14,790 | | Huerfano County Correctional Center | 752 | $13,847 | | Diamondback Correctional Facility | 2,160 | $42,660 | | Marion Adjustment Center | 826 | $9,602 | | Kit Carson Correctional Center | 1,488 | $46,109 | | West Tennessee Detention Facility | 600 | $17,471 | | North Fork Correctional Facility | 2,400 | $58,307 | | **Total** | **9,826** | **$202,786** | - Operations resumed at the **2,400-bed Dilley Immigration Processing Center** in March 2025 under an amended IGSA with ICE, expiring in March 2030[42](index=42&type=chunk) [4. Debt](index=13&type=section&id=4.%20DEBT) CoreCivic's total debt increased to $1.03 billion as of June 30, 2025, with significant availability under its Revolving Credit Facility and no major maturities until October 2027 Debt Outstanding (in thousands) | Debt Type (in thousands) | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :---------------- | | Revolving Credit Facility | $40,000 | $— | | Term Loan | $115,625 | $118,750 | | 4.75% Senior Notes | $238,468 | $238,468 | | 8.25% Senior Notes | $500,000 | $500,000 | | Lansing Correctional Facility Non-Recourse Mortgage Note | $137,312 | $140,162 | | **Total debt** | **$1,031,405**| **$997,380** | - As of June 30, 2025, CoreCivic had **$216.4 million available** under its Revolving Credit Facility and was in compliance with all financial covenants[45](index=45&type=chunk)[46](index=46&type=chunk) Debt Maturity Schedule (in thousands) | Debt Maturity Year | Amount (in thousands) | | :----------------- | :-------------------- | | 2025 (remainder) | $6,098 | | 2026 | $15,701 | | 2027 | $257,823 | | 2028 | $137,995 | | 2029 | $507,985 | | 2030 | $8,073 | | Thereafter | $97,730 | | **Total debt** | **$1,031,405** | [5. Stockholders' Equity](index=15&type=section&id=5.%20STOCKHOLDERS'%20EQUITY) The Board of Directors increased the share repurchase program authorization to $500.0 million, with significant repurchases made during the first half of 2025 - On May 15, 2025, the Board of Directors authorized an additional **$150.0 million increase** to the share repurchase program, bringing the total aggregate authorization to **$500.0 million**[52](index=52&type=chunk) - During the six months ended June 30, 2025, the company repurchased **3.9 million shares** of common stock at a total cost of **$81.0 million** (**$20.52 per share**)[52](index=52&type=chunk) - As of June 30, 2025, **$237.9 million** of repurchase authorization remained available under the program[52](index=52&type=chunk) - Issued approximately **1.2 million restricted common stock units (RSUs)** with an aggregate value of **$23.9 million** during the six months ended June 30, 2025[53](index=53&type=chunk) [6. Earnings Per Share](index=16&type=section&id=6.%20EARNINGS%20PER%20SHARE) CoreCivic reported increased basic and diluted earnings per share for both the three and six months ended June 30, 2025, compared to the prior year Earnings Per Share (Three Months Ended June 30) | EPS Metric | For the Three Months Ended June 30, 2025 | For the Three Months Ended June 30, 2024 | | :--------- | :--------------------------------------- | :--------------------------------------- | | Basic EPS | $0.35 | $0.17 | | Diluted EPS | $0.35 | $0.17 | Earnings Per Share (Six Months Ended June 30) | EPS Metric | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :--------- | :------------------------------------- | :------------------------------------- | | Basic EPS | $0.58 | $0.26 | | Diluted EPS | $0.58 | $0.25 | Weighted Average Shares (in thousands) | Weighted Average Shares (in thousands) | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Basic | 109,056 | 111,630 | | Diluted | 109,812 | 112,509 | [7. Commitments and Contingencies](index=17&type=section&id=7.%20COMMITMENTS%20AND%20CONTINGENCIES) CoreCivic is involved in several legal proceedings, including a class action lawsuit, a dispute with the City of Leavenworth, and a DOJ investigation - A class action lawsuit regarding ICE detainee labor at the Otay Mesa Detention Center is proceeding, alleging forced labor and minimum wage violations[62](index=62&type=chunk) - The City of Leavenworth filed a lawsuit alleging a Special Use Permit is required to activate the Midwest Regional Reception Center, resulting in a temporary restraining order, which the company is appealing[64](index=64&type=chunk) - A jury returned a **$27.8 million verdict** against CoreCivic in an inmate litigation matter, which is expected to be substantially covered by insurance[65](index=65&type=chunk) - The U.S. Department of Justice commenced an investigation into conditions at the Trousdale Turner Correctional Center in August 2024[66](index=66&type=chunk) [8. Income Taxes](index=19&type=section&id=8.%20INCOME%20TAXES) Income tax expense increased for both the three and six months ended June 30, 2025, with the company evaluating the impact of new tax reform legislation Income Tax Expense (in thousands) | Income Tax Expense (in thousands) | For the Three Months Ended June 30, 2025 | For the Three Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | | Income tax expense | $13,716 | $8,625 | Income Tax Expense (in thousands) | Income Tax Expense (in thousands) | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------------- | :------------------------------------- | | Income tax expense | $20,693 | $8,125 | - The One Big Beautiful Bill Act (OBBBA) was signed into law on July 4, 2025, with various tax reform provisions effective 2025-2027; the company is evaluating its impact[68](index=68&type=chunk) - The net income tax rate for the six months ended June 30, 2025, varied from the statutory rate primarily due to a **$2.5 million tax benefit** for stock-based compensation vesting[69](index=69&type=chunk) [9. Segment Reporting](index=19&type=section&id=9.%20SEGMENT%20REPORTING) CoreCivic operates through three segments: Safety, Community, and Properties, with Safety contributing the largest share of net operating income and capital expenditures - CoreCivic operates through three reportable segments: CoreCivic Safety (correctional/detention facilities, transportation), CoreCivic Community (residential reentry centers, electronic monitoring), and CoreCivic Properties (leased properties)[72](index=72&type=chunk) Segment Net Operating Income Contribution | Segment Net Operating Income Contribution | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :---------------------------------------- | :------ | :------ | :------ | :------ | | Safety | 92.1% | 92.1% | 91.9% | 89.1% | | Community | 4.7% | 5.3% | 4.9% | 5.0% | | Properties | 3.2% | 2.6% | 3.2% | 5.9% | Capital Expenditures (in thousands) | Capital Expenditures (in thousands) | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------------- | :------------------------------------- | | Safety | $50,151 | $21,480 | | Community | $2,856 | $2,702 | | Properties | $698 | $727 | | Corporate and other | $5,686 | $4,436 | | **Total capital expenditures** | **$59,391** | **$29,345** | [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.](index=22&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS.) This section provides a comprehensive discussion of CoreCivic's financial condition, results of operations, and liquidity, highlighting key performance drivers, recent legislative and executive actions impacting the business, and future outlook [Overview](index=24&type=section&id=OVERVIEW) Recent executive actions and legislative changes have significantly impacted CoreCivic's operations, leading to increased demand for detention beds and substantial government funding - President Trump's executive actions (Jan 20, 2025) reversed restrictions on DOJ contracts with private detention facilities and directed DHS to increase detention of removable aliens, declaring a national emergency at the southern border[83](index=83&type=chunk)[84](index=84&type=chunk) - The Laken Riley Act (Jan 29, 2025) mandates detention of certain non-U.S. nationals, estimated to require over **60,000 additional detention beds**[86](index=86&type=chunk) - The One Big Beautiful Bill Act (OBBBA) (July 4, 2025) appropriates **$75 billion in mandatory funding to ICE**, including **$45 billion for detention capacity**, available through September 30, 2029[87](index=87&type=chunk) - The number of people cared for under contracts with ICE increased by approximately **2,900 individuals (28.4%)** from the beginning of the year through June 30, 2025[88](index=88&type=chunk) [Critical Accounting Policies and Estimates](index=27&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) No new critical accounting policies or material changes were reported, with key policies focusing on idle facilities, asset impairments, and various reserves - No newly identified critical accounting policies or material changes to existing critical accounting policies and estimates were reported during the first six months of 2025[91](index=91&type=chunk) - Key critical accounting policies include those related to idle facilities and asset impairments, self-funded insurance reserves, and legal reserves[91](index=91&type=chunk) [Results of Operations](index=27&type=section&id=RESULTS%20OF%20OPERATIONS) Net income significantly increased for both Q2 and H1 2025, driven by improved facility net operating income, partially offset by acquisition-related expenses - Net income increased to **$38.5 million ($0.35 diluted EPS)** for Q2 2025 from **$19.0 million ($0.17 diluted EPS)** for Q2 2024, and to **$63.7 million ($0.58 diluted EPS)** for H1 2025 from **$28.5 million ($0.25 diluted EPS)** for H1 2024[93](index=93&type=chunk) - Financial results for H1 2025 include **$1.5 million of expenses** associated with mergers and acquisitions, with a **$0.4 million income tax benefit**[93](index=93&type=chunk) - Financial results for H1 2024 included **$31.3 million of expenses** associated with debt repayments and refinancing transactions, and a **$0.6 million gain on sale of real estate assets**[93](index=93&type=chunk) [Our Current Operations](index=28&type=section&id=Our%20Current%20Operations) CoreCivic Safety consistently contributes the vast majority of net operating income, with Community and Properties segments making smaller contributions Segment Net Operating Income Contribution | Segment Net Operating Income Contribution | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :---------------------------------------- | :------ | :------ | :------ | :------ | | Safety | 92.1% | 92.1% | 91.9% | 89.1% | | Community | 4.7% | 5.3% | 4.9% | 5.0% | | Properties | 3.2% | 2.6% | 3.2% | 5.9% | [Facility Operations](index=28&type=section&id=Facility%20Operations) Facility operations showed improved revenue and operating income per compensated man-day, leading to higher operating margins and average compensated occupancy in 2025 Facility Operating Metrics | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :-------------------------- | :------ | :------ | :------ | :------ | | Revenue per compensated man-day | $106.68 | $101.67 | $104.76 | $101.25 | | Operating expenses per compensated man-day | $78.78 | $77.53 | $78.63 | $77.23 | | Operating income per compensated man-day | $27.90 | $24.14 | $26.13 | $24.02 | | Operating margin | 26.2% | 23.7% | 24.9% | 23.7% | | Average compensated occupancy | 76.8% | 74.3% | 76.9% | 74.7% | | Average compensated population | 54,026 | 51,541 | 52,735 | 51,859 | [Revenue](index=29&type=section&id=Revenue) Total revenue increased by 9.8% in Q2 2025 and 3.6% in H1 2025, driven by higher federal and state contracts, increased per diem rates, and growth in average compensated population Revenue by Source (in millions) | Revenue (in millions) | Q2 2025 | Q2 2024 | $ Change | % Change | | :-------------------- | :------ | :------ | :------- | :------- | | Federal | $287.6 | $258.8 | $28.8 | 11.1% | | State | $199.6 | $189.7 | $9.9 | 5.2% | | Local | $12.3 | $12.5 | $(0.2) | (1.6%) | | Other | $34.0 | $24.7 | $9.3 | 37.7% | | Total management revenue | $533.5 | $485.7 | $47.8 | 9.8% | | Lease revenue | $4.7 | $4.4 | $0.3 | 6.8% | | **Total revenue** | **$538.2**| **$490.1**| **$48.1** | **9.8%** | Revenue by Source (in millions) | Revenue (in millions) | H1 2025 | H1 2024 | $ Change | % Change | | :-------------------- | :------ | :------ | :------- | :------- | | Federal | $528.9 | $521.2 | $7.7 | 1.5% | | State | $398.2 | $378.5 | $19.7 | 5.2% | | Local | $24.5 | $24.9 | $(0.4) | (1.6%) | | Other | $65.8 | $48.7 | $17.1 | 35.1% | | Total management revenue | $1,017.4| $973.3 | $44.1 | 4.5% | | Lease revenue | $9.3 | $17.4 | $(8.1) | (46.6%) | | **Total revenue** | **$1,026.8**| **$990.8**| **$36.0** | **3.6%** | - The increase in total management revenue was primarily due to a **4.9% (Q2)** and **3.5% (H1) increase** in average revenue per compensated man-day, driven by per diem increases and revenue from ICE letter agreements[97](index=97&type=chunk) - Average daily compensated population increased by **4.8% in Q2 2025** and **1.7% in H1 2025**, primarily due to increased occupancy at ICE facilities and new management contracts with the state of Montana[98](index=98&type=chunk)[99](index=99&type=chunk) [Operating Expenses](index=31&type=section&id=Operating%20Expenses) Total operating expenses increased due to wage hikes, higher staffing, and facility activation costs, partially offset by Employee Retention Credits Total Operating Expenses (in thousands) | Operating Expenses (in thousands) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :-------------------------------- | :------ | :------ | :------ | :------ | | Total Operating Expenses | $398,342| $375,735| $773,079| $753,838| - Operating expenses increased by **6.4% in Q2 2025** and **2.9% in H1 2025**, primarily due to wage increases, higher staffing levels driven by federal demand, and activation efforts at new facilities[105](index=105&type=chunk)[106](index=106&type=chunk) - The increase was partially offset by **$8.3 million (Q2)** and **$11.0 million (H1)** in Employee Retention Credits (ERCs)[108](index=108&type=chunk) - Total expenses per compensated man-day increased to **$78.78 in Q2 2025** from **$77.53 in Q2 2024**, driven by labor shortages, wage pressures, and incremental staffing costs[109](index=109&type=chunk) [Facility Management Contracts](index=35&type=section&id=Facility%20Management%20Contracts) CoreCivic anticipates high renewal rates for its management contracts due to bed supply constraints and cost-effectiveness, with a key contract extension in New Jersey - CoreCivic expects high renewal rates for its facility management contracts due to constrained bed supply, company ownership of beds, and cost-effectiveness of services[117](index=117&type=chunk) - The management contract at the **300-bed Elizabeth Detention Center** was extended through June 30, 2025, with an RFP for up to **600 beds in New Jersey** submitted[116](index=116&type=chunk) - The Elizabeth Detention Center generated **$5.7 million in revenue** during Q2 2025 and **$11.3 million during H1 2025**[116](index=116&type=chunk) [CoreCivic Safety](index=35&type=section&id=CoreCivic%20Safety) The Safety segment experienced significant revenue and net operating income growth, driven by per diem increases, Employee Retention Credits, and the resumption of operations at key facilities CoreCivic Safety Financial Performance (in millions) | Metric (in millions) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :------------------- | :------ | :------ | :------ | :------ | | Total Revenue | $503.3 | $455.4 | $957.5 | $913.1 | | Facility Net Operating Income | $130.7 | $107.3 | $236.9 | $214.9 | CoreCivic Safety Operating Metrics (per compensated man-day) | CoreCivic Safety Facilities (per compensated man-day) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :---------------------------------------------------- | :------ | :------ | :------ | :------ | | Revenue | $107.90 | $102.89 | $105.87 | $102.53 | | Operating expenses | $79.88 | $78.66 | $79.68 | $78.40 | | Operating income | $28.02 | $24.23 | $26.19 | $24.13 | | Operating margin | 26.0% | 23.5% | 24.7% | 23.5% | | Average compensated occupancy | 77.5% | 75.1% | 77.6% | 75.6% | - Operating margins were positively impacted by per diem increases and Employee Retention Credits (ERCs) of **$7.9 million (Q2)** and **$10.6 million (H1)** in 2025[119](index=119&type=chunk) - The company resumed operations at the **2,400-bed Dilley Facility** in March 2025, expected to generate approximately **$180 million in annual revenue** when fully activated[120](index=120&type=chunk) - Acquired the **736-bed Farmville Detention Center** on July 1, 2025, expected to result in approximately **$40.0 million in total annual incremental revenue**[125](index=125&type=chunk) [CoreCivic Community](index=40&type=section&id=CoreCivic%20Community) The Community segment maintained stable revenue and improved net operating income, benefiting from increased average revenue per compensated man-day and Employee Retention Credits CoreCivic Community Financial Performance (in millions) | Metric (in millions) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :------------------- | :------ | :------ | :------ | :------ | | Total Revenue | $30.1 | $30.3 | $59.8 | $60.2 | | Facility Net Operating Income | $6.6 | $6.2 | $12.7 | $11.9 | CoreCivic Community Operating Metrics (per compensated man-day) | CoreCivic Community Facilities (per compensated man-day) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :------------------------------------------------------- | :------ | :------ | :------ | :------ | | Revenue | $84.12 | $81.17 | $84.57 | $79.85 | | Operating expenses | $58.18 | $58.50 | $59.55 | $57.62 | | Operating income | $25.94 | $22.67 | $25.02 | $22.23 | | Operating margin | 30.8% | 27.9% | 29.6% | 27.8% | | Average compensated occupancy | 66.4% | 62.3% | 66.6% | 62.7% | - Operating margins were positively impacted by an increase in average revenue per compensated man-day and **$0.4 million in ERCs** during both Q2 and H1 2025[128](index=128&type=chunk) - The **60-bed Columbine Facility** in Denver, Colorado, was classified as held for sale as of June 30, 2025, with the sale expected to close in Q3 2025[131](index=131&type=chunk) [CoreCivic Properties](index=41&type=section&id=CoreCivic%20Properties) The Properties segment experienced a decrease in H1 2025 revenue and net operating income primarily due to a lease termination and facility transition CoreCivic Properties Financial Performance (in millions) | Metric (in millions) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :------------------- | :------ | :------ | :------ | :------ | | Total Revenue | $4.7 | $4.4 | $9.3 | $17.5 | | Facility Net Operating Income | $2.5 | $1.0 | $4.1 | $10.2 | - The decrease in H1 2025 revenue and facility net operating income was primarily due to the termination of the California City Facility lease agreement on March 31, 2024, and its subsequent transition to the Safety segment for ICE operations[133](index=133&type=chunk) [General and administrative expenses](index=41&type=section&id=General%20and%20administrative%20expenses) General and administrative expenses increased due to higher corporate salaries, benefits, incentive compensation, and acquisition-related costs General and Administrative Expenses (in millions) | G&A Expenses (in millions) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :------------------------- | :------ | :------ | :------ | :------ | | General and administrative expenses | $43.9 | $33.9 | $79.9 | $70.4 | - The increase was primarily due to higher corporate salaries and benefits, including incentive-based compensation, and **$1.5 million in expenses** related to the Farmville Detention Center acquisition in Q2 2025[134](index=134&type=chunk) [Depreciation and amortization](index=41&type=section&id=Depreciation%20and%20amortization) Depreciation and amortization expense decreased due to certain assets becoming fully depreciated and increased investments in SaaS technology Depreciation and Amortization Expense (in millions) | Depreciation and Amortization (in millions) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :------------------------------------------ | :------ | :------ | :------ | :------ | | Depreciation and amortization expense | $31.1 | $32.1 | $61.6 | $63.9 | - The decrease was primarily due to certain assets becoming fully depreciated and increased investments in 'software as a service' (SaaS) technology[135](index=135&type=chunk) [Interest expense, net and expenses associated with debt repayments and refinancing transactions](index=41&type=section&id=Interest%20expense,%20net%20and%20expenses%20associated%20with%20debt%20repayments%20and%20refinancing%20transactions) Net interest expense decreased due to lower average outstanding debt and variable interest rates, with H1 2024 including significant debt refinancing charges Net Interest Expense (in millions) | Interest Expense (in millions) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :----------------------------- | :------ | :------ | :------ | :------ | | Net Interest Expense | $(12.5) | $(17.1) | $(27.8) | $(35.7) | - Net interest expense decreased due to lower average outstanding debt balances and a decrease in variable interest rates[136](index=136&type=chunk) - H1 2024 included **$31.3 million in charges** associated with the cash tender offer and redemption of senior notes[137](index=137&type=chunk) - Interest income for H1 2025 included **$3.7 million collected** from the IRS on Employee Retention Credits[136](index=136&type=chunk) [Gain on sale of real estate assets, net](index=43&type=section&id=Gain%20on%20sale%20of%20real%20estate%20assets,%20net) No gain on sale of real estate assets was recognized in H1 2025, compared to a $0.6 million gain in H1 2024 from facility and land sales Gain on Sale of Real Estate Assets (in millions) | Gain on Sale of Real Estate Assets (in millions) | H1 2025 | H1 2024 | | :----------------------------------------------- | :------ | :------ | | Gain on sale of real estate assets, net | $0 | $0.6 | - The H1 2024 gain included **$0.5 million** from the sale of the Dahlia Facility and **$0.1 million** from an unused land parcel in Texas[139](index=139&type=chunk) [Income tax expense](index=43&type=section&id=Income%20tax%20expense) Income tax expense increased in both Q2 and H1 2025, with H1 2025 benefiting from an acquisition-related tax benefit and H1 2024 from debt refinancing benefits Income Tax Expense (in millions) | Income Tax Expense (in millions) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :------------------------------- | :------ | :------ | :------ | :------ | | Income tax expense | $13.7 | $8.6 | $20.7 | $8.1 | - Income tax expense for H1 2025 was net of a **$0.4 million tax benefit** associated with the Farmville Detention Center acquisition[140](index=140&type=chunk) - Income tax expense for H1 2024 was net of a **$9.6 million tax benefit** for expenses associated with debt repayments and refinancing transactions and the gain on sale of real estate assets[140](index=140&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) CoreCivic maintains strong liquidity with cash on hand and available credit, primarily funding working capital, capital expenditures, and debt service, with no major debt maturities until 2027 - CoreCivic's principal capital requirements are for working capital, capital expenditures, and debt service payments, with potential use of free cash flow for debt repurchases or shareholder returns[142](index=142&type=chunk) - As of June 30, 2025, the company had **$130.5 million in cash on hand** and **$216.4 million available** under its Revolving Credit Facility[148](index=148&type=chunk) - The company expects to meet cash expenditure requirements using cash on hand, cash flows from operations, and the Revolving Credit Facility, with no debt maturities until October 2027[148](index=148&type=chunk) [Share Repurchase Program](index=43&type=section&id=Share%20Repurchase%20Program) The Board of Directors increased the share repurchase program authorization to $500.0 million, with significant repurchases made during the first half of 2025 - The Board of Directors increased the share repurchase program authorization to **$500.0 million** on May 15, 2025[143](index=143&type=chunk) - During the six months ended June 30, 2025, CoreCivic repurchased **3.9 million shares** for **$81.0 million ($20.52 per share)**[143](index=143&type=chunk) - As of June 30, 2025, **$237.9 million** of repurchase authorization remained available[144](index=144&type=chunk) [Growth Opportunities](index=45&type=section&id=Growth%20Opportunities) CoreCivic is pursuing growth through strategic acquisitions and significant capital expenditures for facility activations and transportation services - CoreCivic acquired the **736-bed Farmville Detention Center** for **$67.0 million** on July 1, 2025, expected to generate approximately **$40.0 million in annual incremental revenue**[145](index=145&type=chunk) - Internally approved **$70.0 million to $75.0 million** in capital expenditures for activating previously idled facilities and for additional transportation services[146](index=146&type=chunk) - Through June 30, 2025, **$30.7 million of capital expenditures** related to facility activations and transportation vehicles have been invested[146](index=146&type=chunk) [Debt](index=45&type=section&id=Debt) CoreCivic's total debt outstanding was $1.03 billion as of June 30, 2025, with a weighted average effective interest rate of 7.3% and no debt maturities until October 2027 - As of June 30, 2025, total debt outstanding was **$1,031.4 million**, with a weighted average effective interest rate of **7.3%** and a weighted average maturity of **4.8 years**[150](index=150&type=chunk) - Debt includes **$238.5 million of 4.75% Senior Notes**, **$500.0 million of 8.25% Senior Notes**, **$137.3 million of Kansas Notes**, **$115.6 million Term Loan**, and **$40.0 million Revolving Credit Facility**[150](index=150&type=chunk) - No debt maturities are scheduled until October 2027[150](index=150&type=chunk) [Operating Activities](index=47&type=section&id=Operating%20Activities) Net cash provided by operating activities increased in H1 2025, primarily due to a favorable increase in facility net operating income Net Cash Provided by Operating Activities (in millions) | Cash Flow from Operating Activities (in millions) | H1 2025 | H1 2024 | | :------------------------------------------------ | :------ | :------ | | Net cash provided by operating activities | $141.2 | $138.4 | - Cash provided by operating activities was favorably impacted by a **$16.7 million increase** in facility net operating income in H1 2025[152](index=152&type=chunk) [Investing Activities](index=47&type=section&id=Investing%20Activities) Net cash used in investing activities significantly increased in H1 2025, driven by capital expenditures for facility development, maintenance, IT, and activations Net Cash Used in Investing Activities (in millions) | Cash Flow from Investing Activities (in millions) | H1 2025 | H1 2024 | | :------------------------------------------------ | :------ | :------ | | Net cash flow used in investing activities | $(60.1) | $(21.4) | - H1 2025 investing activities were primarily attributable to **$2.6 million for facility development/expansions** and **$58.3 million for facility maintenance/IT capital expenditures**, including **$30.7 million for facility activations** and transportation vehicles[153](index=153&type=chunk) [Financing Activities](index=47&type=section&id=Financing%20Activities) Net cash used in financing activities decreased significantly in H1 2025, primarily due to lower debt redemption costs compared to the prior year, despite increased share repurchases Net Cash Used in Financing Activities (in millions) | Cash Flow from Financing Activities (in millions) | H1 2025 | H1 2024 | | :------------------------------------------------ | :------ | :------ | | Net cash flow used in financing activities | $(60.3) | $(178.3)|\ | Purchase and retirement of common stock | $(93.9) | $(69.2) | - H1 2025 financing activities included **$93.9 million for share repurchases** and **$6.0 million for scheduled debt repayments**, partially funded by **$40.0 million of net borrowings** under the Revolving Credit Facility[154](index=154&type=chunk) - H1 2024 financing activities included **$593.1 million for debt redemption** and **$34.9 million for related costs**, partially offset by **$500.0 million from new 8.25% Senior Notes issuance**[155](index=155&type=chunk) [Supplemental Guarantor Information](index=47&type=section&id=Supplemental%20Guarantor%20Information) All domestic subsidiaries unconditionally guarantee the Senior Notes, with no material restrictions on fund transfers or asset access, subject to customary debt covenants - All domestic subsidiaries of CoreCivic provide full and unconditional guarantees of the Senior Notes, which are joint and several obligations[156](index=156&type=chunk) - As of June 30, 2025, there were no material restrictions on CoreCivic's ability to obtain funds or transfer assets from its subsidiary guarantors[157](index=157&type=chunk) - The indentures governing the Senior Notes contain customary covenants restricting liens, mergers, asset transfers, and limiting indebtedness and restricted payments[158](index=158&type=chunk) [Funds from Operations](index=49&type=section&id=Funds%20from%20Operations) Funds From Operations (FFO) and Normalized FFO, non-GAAP measures, significantly increased in both Q2 and H1 2025, reflecting improved operating performance - Funds From Operations (FFO) and Normalized FFO are non-GAAP measures used to evaluate the operating performance of real estate companies[161](index=161&type=chunk)[162](index=162&type=chunk) Funds From Operations (in thousands) | Metric (in thousands) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :-------------------- | :------ | :------ | :------ | :------ | | Net income | $38,543 | $18,954 | $63,656 | $28,497 | | Funds From Operations | $63,463 | $43,797 | $113,174| $77,734 | | Normalized Funds From Operations | $64,574 | $46,594 | $114,285| $99,237 | [Material Cash Requirements](index=50&type=section&id=Material%20Cash%20Requirements) CoreCivic's total contractual cash obligations amount to over $1.6 billion, primarily comprising long-term debt, interest payments, and lease commitments Contractual Cash Obligations (in thousands) | Contractual Cash Obligations (in thousands) | Total | | :------------------------------------------ | :---- | | Long-term debt | $1,031,405 | | Interest on senior and mortgage notes | $245,169 | | Contractual facility developments and other commitments | $2,985 | | Dilley Facility lease | $238,594 | | Acquisition of Farmville Detention Center | $67,000 | | Other leases | $27,882 | | **Total contractual cash obligations** | **$1,613,035** | - As of June 30, 2025, CoreCivic had **$18.6 million of letters of credit outstanding**, primarily to support workers' compensation and debt service reserve requirements[167](index=167&type=chunk) [Inflation](index=52&type=section&id=INFLATION) Inflationary indexing in many contracts may mitigate adverse impacts, but significant cost increases could still affect financial results - Many of CoreCivic's contracts include provisions for inflationary indexing, which may mitigate the adverse impact of inflation on net income[169](index=169&type=chunk) - Substantial increases in personnel costs, workers' compensation, utilities, food, and medical expenses could adversely impact results if they increase faster than per diem or fixed rates[169](index=169&type=chunk) [Seasonality and Quarterly Results](index=52&type=section&id=SEASONALITY%20AND%20QUARTERLY%20RESULTS) Quarterly financial results are influenced by the number of calendar days, timing of unemployment taxes, government funding, and new facility operations - Financial results are impacted by the number of calendar days in a fiscal quarter, with Q3 and Q4 typically having more days than Q1 and Q2[170](index=170&type=chunk) - Significant portions of unemployment taxes are recognized during the first quarter[170](index=170&type=chunk) - Quarterly results are also affected by government funding initiatives, acquisitions, and the timing of new facility openings or contract commencements[170](index=170&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.](index=52&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK.) CoreCivic's primary market risk is exposure to changes in U.S. interest rates, particularly affecting its variable-rate Bank Credit Facility. A hypothetical 100 basis point change in interest rates would impact interest expense by $0.3 million (Q2) and $0.6 million (H1) for 2025. Fixed-rate debt is not materially affected - Primary market risk exposure is to changes in U.S. interest rates, affecting the variable-rate Bank Credit Facility[171](index=171&type=chunk) - A hypothetical **100 basis point increase or decrease** in interest rates would change interest expense by **$0.3 million for Q2 2025** and **$0.6 million for H1 2025**[171](index=171&type=chunk) - Fixed-rate Senior Notes and Kansas Notes are not materially impacted by hypothetical interest rate changes[172](index=172&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES.](index=52&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES.) CoreCivic's senior management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, ensuring timely and accurate reporting of information required under the Exchange Act. No material changes to internal control over financial reporting occurred during the period - Disclosure controls and procedures were evaluated and deemed effective as of June 30, 2025[174](index=174&type=chunk) - No material changes in internal control over financial reporting occurred during the period covered by the report[174](index=174&type=chunk) [PART II – OTHER INFORMATION](index=53&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS.](index=53&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS.) This section incorporates by reference the detailed discussion of legal proceedings from Note 7 to the financial statements, covering various claims and litigation the company is involved in - Information on legal proceedings is incorporated by reference from Note 7 to the financial statements[176](index=176&type=chunk) [ITEM 1A. RISK FACTORS.](index=53&type=section&id=ITEM%201A.%20RISK%20FACTORS.) There have been no material changes to the risk factors previously disclosed in CoreCivic's 2024 Form 10-K - No material changes in risk factors were identified from those previously disclosed in the 2024 Form 10-K[177](index=177&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.](index=53&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS.) CoreCivic repurchased approximately 2.01 million shares of common stock for $43.2 million during Q2 2025 under its share repurchase program, which was increased to a total authorization of $500.0 million in May 2025 Share Repurchase Activity (Q2 2025) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) | | :-------------------------- | :------------------------------- | :--------------------------- | :--------------------------------------------------------------------------------------- | | April 1, 2025 - April 30, 2025 | 162,199 | $19.51 | $127,851,499 | | May 1, 2025 - May 31, 2025 | 726,000 | $22.20 | $261,736,254 | | June 1, 2025 - June 30, 2025 | 1,124,400 | $21.24 | $237,852,297 | | **Total** | **2,012,599** | **$21.45** | **$237,852,297** | - On May 15, 2025, the Board of Directors authorized an additional **$150.0 million increase** to the share repurchase program, raising the total aggregate authorization to **$500.0 million**[178](index=178&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES.](index=53&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES.) CoreCivic reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[179](index=179&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES.](index=53&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES.) CoreCivic reported no mine safety disclosures - No mine safety disclosures were reported[180](index=180&type=chunk) [ITEM 5. OTHER INFORMATION.](index=54&type=section&id=ITEM%205.%20OTHER%20INFORMATION.) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025 - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during Q2 2025[181](index=181&type=chunk) [ITEM 6. EXHIBITS.](index=54&type=section&id=ITEM%206.%20EXHIBITS.) This section lists the exhibits filed with the Form 10-Q, including certifications, guarantor subsidiaries list, and Inline XBRL taxonomy documents - Exhibits include certifications from the CEO and CFO (31.1, 31.2, 32.1, 32.2), a list of Guarantor Subsidiaries (22.1), and Inline XBRL documents[182](index=182&type=chunk) [SIGNATURES](index=55&type=section&id=SIGNATURES) The report was signed on August 7, 2025, by the Chief Executive Officer and the Executive Vice President, Chief Financial Officer, and Principal Accounting Officer - The report was signed on August 7, 2025, by Damon T. Hininger, Chief Executive Officer, and David M. Garfinkle, Executive Vice President, Chief Financial Officer, and Principal Accounting Officer[188](index=188&type=chunk)

Financial Data and Key Metrics Changes - Total revenue increased by 9.8% from 2024 to 2025, with adjusted EBITDA rising to $103.3 million, up $19.5 million or 23.2% from the prior year quarter [11][42] - GAAP EPS for 2025 was $0.35, while adjusted EPS increased to $0.36, up 80% from $0.20 in 2024 [41][46] - Normalized FFO per share was $0.59, an increase of 40.5% from $0.42 in the prior year quarter [41][46] Business Line Data and Key Metrics Changes - Revenue from federal partners, primarily ICE and the U.S. Marshals Service, increased by 11% in 2025 compared to the prior year quarter [28][30] - Revenue from ICE specifically rose by $25.9 million or 17%, while revenue from the U.S. Marshals Service increased by $2.7 million or 3% [29][30] - Revenue from state partners increased by $9.9 million or 5%, driven by new contracts with the State of Montana [30] Market Data and Key Metrics Changes - Nationwide ICE detention populations reached a record high of 57,861 in June 2025, with a 28% increase in populations under the company's care [8][10] - Year-over-year state populations increased by approximately 3.5%, primarily due to new contracts with the State of Montana [10] Company Strategy and Development Direction - The company is focused on capitalizing on government funding initiatives, particularly the One Big Beautiful Bill Act, which appropriates $75 billion for immigration enforcement and detention capacity [9][18] - The company is in advanced negotiations to activate additional idle facilities and has begun discussions for a fifth idle facility [39][49] - The company aims to meet the increasing demand for detention capacity driven by federal funding and operational needs [22][25] Management's Comments on Operating Environment and Future Outlook - Management noted an unprecedented environment with rising federal detention populations and a continuing need for their services [7][8] - The company expects increased contracting activity and demand for detention solutions due to the passage of the One Big Beautiful Bill Act [22][23] - Management expressed optimism about securing additional contracts and activating idle facilities, especially with historic funding levels now available [49][50] Other Important Information - The company repurchased 2 million shares at a cost of $43.2 million during the second quarter, increasing total repurchases for the year to 3.9 million shares [11][45] - The acquisition of the Farmville Detention Center for $67 million was completed on July 1, 2025, which is expected to be accretive to earnings [11][46] Q&A Session Summary Question: Can you discuss the impact of alternative solutions like soft-sided facilities on your business? - Management indicated that the intensity of contracting activity has increased following the passage of the One Big Beautiful Bill Act, and they are actively engaged in discussions with ICE regarding various facility solutions [58][60] Question: How many people are currently in the non-detained docket? - Management highlighted that there are approximately 7.5 million individuals in immigration proceedings, with a focus on deportations [61][62] Question: Is the company interested in the ISAP contract renewal? - Management stated that detention remains a priority for ICE, and they are prepared to engage in opportunities related to the ISAP contract [74]

Core Viewpoint - CoreCivic reported strong Q2 2025 results, with revenue of $538.2 million exceeding analyst estimates and non-GAAP EPS of $0.36 significantly above consensus, driven by increased occupancy and federal detention needs, particularly from ICE [1][2] Financial Performance - Revenue for Q2 2025 reached $538.2 million, a 9.8% increase from Q2 2024's $490.1 million [2] - Non-GAAP EPS was $0.36, an 80.0% increase from the estimated $0.20 and matching the previous year's figure [2] - Net income doubled to $38.5 million from $19.0 million in Q2 2024, reflecting a 102.6% year-over-year increase [2] - Adjusted EBITDA rose to $103.3 million, a 23.2% increase from $83.9 million in the same quarter last year [2] - Normalized FFO per diluted share increased by 40.5% to $0.59 from $0.42 in Q2 2024 [2] Business Overview - CoreCivic operates correctional, detention, and reentry facilities, primarily generating revenue from contracts with government agencies like ICE and the U.S. Marshals Service [3] - The company focuses on expanding detention capacity and strengthening relationships with government clients, maintaining a contract renewal rate of approximately 96% over the past five years [4] Operational Highlights - Demand surged due to a nationwide increase in ICE detention populations, with revenue from ICE rising 17.2% to $176.9 million [5] - Average daily residential population grew by 4.8% to 54,026, with occupancy rates increasing to 76.8% from 74.3% in Q2 2024 [5] - CoreCivic acquired the Farmville Detention Center for $67 million, expected to generate about $40 million in annual revenue [6] Future Guidance - Management raised FY2025 projections, estimating net income between $116.4 million and $124.4 million, and adjusted diluted EPS between $1.07 and $1.14 [11] - The revised guidance reflects strong Q2 results, ongoing occupancy gains, and the recent acquisition, with potential for further adjustments based on new contracts [11]