Good morning, everyone, and welcome to CCA's First Quarter 2013 Earnings Conference Call. If you need a copy of our press release or supplemental financial data, both documents are available on the Investor page of our website at www.cca.com. Before we begin, let me remind today’s listeners that this call contains forward-looking statements pursuant to the Safe Harbor provisions of the Securities and Litigation Reform Act. These statements are subject to risks and uncertainties that could cause actual results to differ materially from statements made today. Factors that could cause operating and financial results to differ are described in the press release as well as our Form 10-K and other documents filed with the SEC. This call may include discussion of non-GAAP measures. The reconciliation of the most comparable GAAP measurement is provided in our corresponding earnings release and included in the supplemental financial data on our website. We are under no obligation to update or revise any forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events. Participating on today's call will be our President and CEO, Damon Hininger; and Chief Financial Officer, Todd Mullenger. I would now like to turn the call over to Mr. Hininger. Please go ahead, sir.

Good morning, everyone, and thank you for joining our call. In addition to Todd and I, we also have on the line John Ferguson, who is our Chairman; and David Garfinkel, who is our Vice President of Finance. I'm going to start our discussion today and give highlights of the quarter and give also a business update, then we're going to hand it off to Todd to talk about the quarter in more detail. But let me start with a few highlights as it relates to the quarter, first of which is that we're very pleased with our performance of $0.50 in EPS and $0.70 in FFO. We also saw some nice growth during the first part of the year in the portfolio. Some on the state side with some growth with the state of Oklahoma, and then also on the Federal side with United States Marshals Service and ICE. We're also very excited about what has been completed during the first part of the year and our steps to finalize our conversion to a REIT. As you know, we completed the REIT activities earlier this year that gives us flexibility to operate as a REIT and this was primarily done through our activities with the refinance. I'm very proud of the team as we've obtained the lowest interest rates ever achieved in our industry as part of this refinance. And later this month, we will pay the special dividend that'll distribute our pre-REIT accumulated E&P, and this is the last step in the REIT conversion process. Now let me move from the quarter and just talk a little bit about the business and give an update on a couple of fronts, first of which is on the state side of the portfolio. And there's a few notable updates since…

Thank you, Damon, and good morning, everyone. In the first quarter of 2013, we generated $0.50 of adjusted EPS, compared to our February guidance range of $0.47 to $0.48, and a first call consensus estimates of $0.48 for the quarter. Normalized FFO totaled $0.70 per share, as did AFFO. Revenues for the quarter were in line with our forecast, but we exceeded our earnings guidance due primarily to lower-than-anticipated operating expense. You will also note that the statement of operations presents a $134 million income tax benefit, which reflects $138 million of special REIT items, including the reversal of deferred tax liabilities associated with our REIT conversion. Moving next to the discussion of our guidance. As indicated in the press release, we have an increased full year guidance, with adjusted EPS for the full year now in the range of $2.08 to $2.16, while Q2 2013 adjusted EPS guidance is a range of $0.52 to $0.53. Full year FFO guidance is a range of $2.83 to $2.91, with Q2 FFO guidance in the range of $0.70 to $0.72. The guidance excludes REIT conversion special items, debt refinancing costs as well as the impact of any shares to be issued as part of an E&P dividend. The increase in full year guidance reflects lower interest expense compared to our February guidance as a result of our recent debt refinancing, partially offset by a reduction in earnings associated with the reduced inmate population assumptions at our Mineral Wells facility. In April, the company closed on 2 new issuances of 8- and 10-year senior notes, totaling $675 million, with coupons of 4 1/8% and 4 5/8%. Concurrent with that refinancing, S&P upgraded our credit ratings from BB flat to BB plus, consistent with the existing ratings from Moody's and Fitch. Keep in mind…

Thank you, Todd. So let me wrap up our prepared remarks and just make these final comments. First of which is, again, we are very excited about all the steps that we've been able to complete during the spring as it relates to our REIT conversion, both for the refinance and also the declaration of the E&P payment. We've also seen some nice, modest increases in the portfolio as it relates to the populations, both on the state side increasing with Oklahoma, and then also on the Federal side with the Marshals Service and ICE. We are encouraged by the improved budget environment we're seeing also on the state side. But also looking on state budgets, we're seeing very, very limited investment for new public sector capacity, and so that states have to deal with growth overcrowding or be well-positioned to meet those needs, and Oklahoma, again, is a great example of this. And finally, further updates in California are very likely, but it is noteworthy that in our latest plan to the three-judge panel, a delay the return of inmates from out of state. So that concludes our prepared remarks. Thank you again for calling in today's conference. And let me now turn it over to back over to Farrah for questions and answers.

[Operator Instructions] We'll hear first from Manav Patnaik of Barclays.

The first question is on the Texas population reductions. I guess you mentioned in your commentary that your guidance factors the negative $0.06 to $0.07 hit from that. Is that $0.06 -- does that $0.06 to $0.07 incorporate sort of just current population levels, or are we talking about further reductions?

It assumes where we're at today, but also takes in account that if there is and maybe some additional deterioration we have factored that into it also, so can't give you great -- much more detail than that, but we have taken into a kind of a range of potential outcomes with that contract and with that facility.

Okay, and can you maybe tell us what that population level is today?

We have been sitting, I think in the last, probably 30 days, in a range of about 1,000 to, I think about 1,300.

1,300. Okay, fair enough. In California, I missed this sort of -- I think you mentioned something about a May 20 deadline. What was -- could you just repeat that?

Absolutely. So the plaintiffs in the long-standing case now have the opportunity to file a response to the state's filing from last Thursday. So don't know exactly what they'll file, they could file their kind of opinions, or thoughts on the state's plan, they could submit their own plan, or it could be combination of both, but they've got until May 20 to file that to the court. And then the assumption is, then after that, the court then does a response and ruling to the state's plan they submitted last Thursday.

Okay, got it. All right, that's helpful. And then, Todd, I mean, your guidance on G&A of 5.25%, I guess that implies then that the $23 million x the one-time REIT cost that you recorded this quarter goes down for the rest of the year, is that right?

We've historically seen some variability quarter-to-quarter in G&A expenses. There are some timing issues in first quarter so -- but on average, for the balance of the year, or for the full year, 5.25%. So you could see it go down, go back up and that's not unusual from a historical perspective. The selling average, full year, 5.25%.

And our next question will come from Tobey Sommer with SunTrust.

I wanted to see if you can give us a little bit more color on the general tone of new business opportunities. Does it feel like it's better here in early 2013 than it might have been at the end of 2012?

I would -- this is Damon. I would say yes. I would say, as it relates to the state side, the environment we've seen this legislative session is -- I mentioned earlier not all the budget proposals are completed, but the proposals that have been released to legislatures and the pricing and the CPI increases, proposing of those agreements or those proposals as it relates to our contracts, I would say, is modestly better than it was last year, and it's -- last year was better than 2 years ago. So I'd agree to you on that point. The other point I would say, that I'm encouraged by, I alluded to this a little bit earlier, is that we are starting to see some actions by states moving forward on uses of capacity within our system. So Idaho and Oklahoma, I think, are great examples of that to where we're seeing them feel a little more comfortable, that the budget environment maybe is stabilizing in respect to the states. They have been growing, they are dealing with overcrowding, and they're going ahead and use some beds in the private sector, and are also -- contributes to the action by Arizona last fall to go ahead and move forward on a 20-year contract is a very positive development. Arizona, as you know, that procurement was ongoing for about 2 or 3 years, so I think, by them going ahead and awarding the contract again gives them -- lends a belief that the environment is going to be a little better from a budget perspective, and they're feeling comfortable to go ahead and secure beds in the private sector. So yes, I would say it's modest, it's not dramatic, but seeing improved revenues, and then also these actions by the states, both in the existing portfolio but also of new customers like Arizona, I think, is encouraging.

One other comment, just to follow on, that it's -- a proposal is being considered in the legislature around an Internet sales tax bill, it would generate somewhere between, I think, high teens to low 20s in billions of dollars of additional tax revenues for the states, which could be helpful as well if it's passed.

Regarding your conversations with states that are not in the middle of publicly announced and organized procurements, has the tone or pace of those conversations changed in recent months compared to last year?

This is Damon. I wouldn't say that pace has changed, but I'd say the tone is improved, and is back to my -- your earlier question, which is -- kind of, states are feeling like they've reached the bottom on the deficits they had to close in their budgets. And now that they've stabilized and now are seeing some increases in revenues, which -- I think if you talk to any CFOs at the state level, they'd say that they've still got -- they still want to see more growth. They're getting completely comfortable. But they have seen some growth, and they feel comfortable to go ahead and move forward on some of these decisions. So yes, I'd say the tone has modestly improved.

[Operator Instructions] We'll hear next from Clara Houin of Avondale Partners.

This is Clara in for Kevin Campbell this morning. So first off, just a big picture question, really. Have you seen an increasing interest in your customers' selling properties or having you develop and own the properties, but then new management? I mean, if you have seen any interest on that, could you explain maybe what's caused that change in demand?

Well, as I -- as you know, and as I mentioned last -- or during my prepared remarks, we closed on a transaction where we bought a government-owned property early last year, first of its kind in the industry. And we've noted the action taken by GO [ph], with them buying a facility at the local level in Montgomery County, Texas. So I think having a couple of transactions that have now been completed by the industry has been helpful as we talked to other kind of local and state jurisdictions to say, "Here's how we think we can provide some immediate value to you, especially in this challenging fiscal environment," and now we've got a real, live example, so we can point to that has been done in the last 12 to 18 months. So I think getting a few first done within the industry is always helpful, and now it can be used as a template and as a model as we propose these types of solutions at the state level and at the local level.

Great. And, okay, then moving on to Mineral Wells. Any reason why these think -- they're reducing the inmate counts there before they finalize the actual decision about whether or not to keep the facility open?

I can't really say on that point, but I would say that the state of Texas, as a whole, has seen a reduction in their overall system population. And so I don't think, I don't know this for sure, but I don't think we've necessarily been singled out, but I think they have -- since they've seen this reduction, they have seen some deterioration in their own facilities. I think probably some other private sector's probably seen a little reduction, and I know they've also taken the step here, in, I think, the last 12 or 18 months where they actually closed one of their facilities. So I think it's really driven at a kind of high level, where we're seeing a deterioration or reduction in their total systemwide population, and then they're taking appropriate steps, both in the public sector and private sector, to adjust populations accordingly.

Okay. And then on California, is there any interest there about using any of their in-state capacity? And how do you think they would handle that with their existing customers, ICE and USMS?

I'm not sure if I follow your question.

So I mean, really, for the inmates they have, they're bringing back in, are there any thoughts there about using their in-state capacity that's vacant?

Well they don't have any -- the state doesn't have any additional capacity, so they're sitting today, as I mentioned earlier, kind of 150% capacity in their 33 facilities. So by our estimates, they have to reduce their population within those facilities by about 10,000 inmates, and they've had this effort over the last 2 years with realignment, where they have shifted certain offenders with certain categories of sentences down to the local level, and I think, by most accounts, that has pretty much run its course. It's been successful, but I think it's pretty much run its course. I think they are limited on what they could do at they local level and, again, they're still 10,000 short within their 33 facilities. So as it relates to other capacity in-state, there is some capacity in the private sector, and I think as they think about a plan to try to achieve compliance with the court, I think they'll consider potential options in the private sector to use beds to help them get to that level.

And just another quick couple on population. Oklahoma was up 200 in April. Is this something we should expect further growth from as a customer, or is it a one-time increase, and that's the current run rate we should expect going forward?

So we have grown by about 700 under our contract with the state of Oklahoma since spring of last year. So as I mentioned earlier, we're going to have a contract now with about 3,000 beds versus about 2,200, 2,300, middle of last year. And we are ramping down population at Cimarron that's currently used by Puerto Rico, but Oklahoma's indicated that they wanted to use virtually all those beds that are being vacated by Puerto Rico. So we should see some still continued growth with Oklahoma. A modest amount, but they're, actually they're ramping to those beds right now that are being vacated by Puerto Rico.

And similarly, the BOP increased their utilization of the McRae facility in April by about 300 inmates. Is this just then using the expansion of using the expansion beds of this facility? I mean, are these inmates coming in above the guaranteed occupancy rate, and therefore, is it -- is there incremental revenue there associated with them, or is that minimal?

No, this is under the new contract for the expansion. So these were beds that were anticipated to be used by the BOP. We did -- I guess it's about 400-bed, 500-bed expansion at McRae as part of the new contract that was awarded here in the last 12 months.

Next we'll hear from Clint Fendley with Davenport. Clint D. Fendley - Davenport & Company, LLC, Research Division: Most of my questions have been answered, but one quick one on California here. I wondered if California's prison realignment plan were to be repealed, as one of Jerry Brown's critics has suggested it should be, what do you think the impact would be on their populations as they stand currently?

Make sure I understand your question, Clint. The -- if the Court rejects the latest plans submitted by the states? Clint D. Fendley - Davenport & Company, LLC, Research Division: I guess, no, I'm basically saying if the prison realignment were basically undone. One of his potential Republican challengers, I think for next year's election, has suggested that it's been a sort of a bad plan for California. And if he were successful and they did repeal it, how do you think that that might affect their prison population? Or is it too hard to know?

Well, it's probably the latter, too hard to know. But if there was an effort to unwind realignment, which I think, at the end of the day, I think it was about 20,000 inmates that were shifted from state facilities to local facilities, and the court continued to require the state to be compliant at 137.5%, then that would make their need for additional capacity even greater. But that's -- it's too hard to tell. I'd say there has been a lot of discussion about realignment. I think, overall, many of the stakeholders from the local and the -- from the cities have been somewhat concerned about the shift, but overall, I think they've worked pretty collaboratively with the state. And like I said, the state has seen some success on reducing their populations by this program being in place. So that's a long way of saying it's probably hard to tell. We'll see if it gets any traction, I guess, as we go into election year next year, but it'd be hard to forecast that and say what the potential outcomes could be. Clint D. Fendley - Davenport & Company, LLC, Research Division: No, the 20,000 was sort of what I was looking for, and really, isn't it -- am I correct, they're at 150% now to get to the 137%, that's about 10,000 or so inmates, correct?

That's exactly right.

And with that, we have no further questions. Gentlemen, I'll turn the call back to you for any additional or closing remarks.

All right. Thanks, Farrah, and thank you so much for your time and participating in our call this morning. More importantly, let me just say to our investors, very much appreciate your investment in CCA. And me and the management team continue be focused on another good quarter and a strong year for 2013. And we look forward to reporting on additional progress on our call in August of this year. So thank you again for your time this morning.

Ladies and gentlemen, again, that does conclude today's conference. We do thank you all for joining us.