☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Former name, former address and former fiscal year if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ~~“emerging~~"emerging growth ~~company”~~company" in Rule12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒☑

As of ~~November 1, 2017,~~May 7, 2024, the registrant had ~~124,070,516~~136,306,146 shares of common stock outstanding.

The accompanying notes are an integral part of these unaudited consolidated financial statements.


	September 30, 2017			December 31, 2016			March 31, 2024			December 31, 2023
	(Unaudited)						(Unaudited)
ASSETS
*Current Assets*
Cash and cash equivalents	$	51,526		$	68,038		$	126,497		$	93,971
Restricted cash and investments		12,452			17,133
Accounts receivable, less allowance for doubtful accounts of $4,199 and $3,664, respectively		386,898			356,255
Contract receivable, current portion		243,531			224,033
Accounts receivable, net of credit loss reserve of $677 and $606, respectively								356,717			390,023
Prepaid expenses and other current assets		36,073			32,210			48,276			44,511

Total current assets		730,480			697,669			531,490			528,505

*Restricted Cash and Investments*		31,032			20,848			141,378			135,968
*Property and Equipment, Net*		2,055,982			1,897,241			1,929,012			1,944,278
*Non-Current Contract Receivable*		405,780			219,783
Operating Lease Right-of-Use Assets, Net								97,318			102,204
*Deferred Income Tax Assets*		31,831			30,039			8,551			8,551
*Goodwill*		781,972			615,433			756,019			755,199
*Intangible Assets, Net*		261,790			203,884			133,516			135,886
*OtherNon-Current Assets*		70,474			64,512			87,226			85,815

Total Assets	$	4,369,341		$	3,749,409		$	3,684,510		$	3,696,406

LIABILITIES AND SHAREHOLDERS’ EQUITY
*Current Liabilities*
Accounts payable	$	91,617		$	79,637		$	67,822		$	64,447
Accrued payroll and related taxes		48,780			55,260			89,160			64,436
Accrued expenses and other current liabilities		174,321			131,096			196,276			228,059
Current portion of capital lease obligations, long-term debt andnon-recourse debt		260,046			238,065

Operating lease liabilities, current portion								24,271			24,640
Current portion of finance lease liabilities and long-term debt								43,400			55,882
Total current liabilities		574,764			504,058			420,929			437,464

Deferred Income Tax Liabilities								74,872			77,369
*OtherNon-Current Liabilities*		92,804			88,656			85,609			83,643
*Capital Lease Obligations*		6,412			7,431
*Long-Term Debt*		2,157,882			1,935,465
*Non-Recourse Debt*		323,387			238,842
*Commitments, Contingencies and Other* (Note 11)
Operating Lease Liabilities								77,431			82,114
Long-Term Debt, Net								1,717,048			1,725,502
Commitments, Contingencies and Other Matters (Note 11)
*Shareholders’ Equity*
Preferred stock, $0.01 par value, 30,000,000 shares authorized, none issued or outstanding		—			—
Common stock, $0.01 par value, 187,500,000 shares authorized, 123,990,529 and 112,547,544 issued and outstanding, respectively		1,240			1,125
Preferred stock, $0.01 par value, 30,000,000 shares authorized, none issued or outstanding								—			—
Common stock, $0.01 par value, 187,500,000 shares authorized, 130,668,619 and 130,297,248 issued and 126,458,772 and 126,087,401 outstanding, respectively								1,307			1,303
Additionalpaid-in capital		1,185,643			891,993			1,297,998			1,299,193
Earnings in excess of distributions		53,495			112,763
Retained earnings								125,757			103,089
Accumulated other comprehensive loss		(26,068	)		(30,825	)		(19,815	)		(16,642	)

Treasury stock, 4,209,847 shares, at cost, respectively								(95,175	)		(95,175	)
Total shareholders’ equity attributable to The GEO Group, Inc.		1,214,310			975,056			1,310,072			1,291,768
Noncontrolling interests		(218	)		(99	)		(1,451	)		(1,454	)

Total shareholders’ equity		1,214,092			974,957			1,308,621			1,290,314

Total Liabilities and Shareholders’ Equity	$	4,369,341		$	3,749,409		$	3,684,510		$	3,696,406

The accompanying notes are an integral part of these unaudited consolidated financial statements.


	Nine Months Ended						Three Months
	September 30, 2017			September 30, 2016			March 31, 2024			March 31, 2023
Cash Flow from Operating Activities:
Net income	$	109,761		$	99,156		$	22,659		$	27,994
Net loss attributable to noncontrolling interests		123			123			9			9

Net income attributable to The GEO Group, Inc.		109,884			99,279			22,668			28,003
Adjustments to reconcile net income attributable to The GEO Group, Inc. to net cash provided by operating activities:
Depreciation and amortization expense		92,464			85,886			31,365			31,923
Stock-based compensation		14,852			9,675			5,656			5,578

Loss on extinguishment of debt		—			15,885			39			136

Amortization of debt issuance costs, discount and/or premium and othernon-cash interest		11,922			8,330			2,909			2,824
Provision for doubtful accounts		1,597			1,783
Equity in earnings of affiliates, net of tax		(4,255	)		(4,943	)		(28	)		(922	)
Dividends received from unconsolidated joint venture		5,052			1,611
Income tax deficiency related to equity compensation		—			844
Dividends received from unconsolidated joint ventures								3,646			1,011
Loss on sale/disposal of property and equipment, net		2,194			764			246			606
Changes in assets and liabilities, net of effects of acquisitions:
Changes in accounts receivable, prepaid expenses and other assets		5,527			(33,953	)		25,753			70,962
Changes in contract receivable		(163,083	)		(205,135	)
Changes in accounts payable, accrued expenses and other liabilities		(18,326	)		8,216			(6,447	)		(45,381	)

Net cash provided by (used in) operating activities		57,828			(11,758	)

Net cash provided by operating activities								85,807			94,740
Cash Flow from Investing Activities:
Acquisition of CEC, net of cash acquired		(353,555	)		—
Insurance proceeds - damaged property		86			4,733
Proceeds from sale of property and equipment		856			68			—			175
Change in restricted cash and investments		(4,820	)		(97,716	)
Change in restricted investments								(2,523	)		(1,570	)
Capital expenditures		(104,130	)		(68,015	)		(14,768	)		(13,767	)

Net cash used in investing activities		(461,563	)		(160,930	)		(17,291	)		(15,162	)

Cash Flow from Financing Activities:
Proceeds from long-term debt		1,324,865			813,077
Payments on long-term debt		(1,093,088	)		(775,256	)		(23,253	)		(48,273	)
Payments onnon-recourse debt		(68,887	)		(1,878	)
Proceeds fromnon-recourse debt		123,785			273,087
Proceeds from sale of treasury shares								—			5,750
Taxes paid related to net share settlements of equity awards		(4,122	)		(2,336	)		(7,412	)		(3,445	)
Proceeds from issuance of common stock under prospectus supplement		275,867			—

Proceeds from issuance of common stock in connection with ESPP		382			338			36			41
Debt issuance costs		(9,470	)		(20,490	)
Income tax deficiency related to equity compensation		—			(844	)
Proceeds from the exercise of stock options		6,786			2,367			529			49
Cash dividends paid		(169,152	)		(145,991	)

Net cash provided by financing activities		386,966			142,074
Effect of Exchange Rate Changes on Cash and Cash Equivalents		257			1,099

Net Decrease in Cash and Cash Equivalents		(16,512	)		(29,515	)
Cash and Cash Equivalents, beginning of period		68,038			59,638

Cash and Cash Equivalents, end of period	$	51,526		$	30,123

Net cash used in financing activities								(30,100	)		(45,878	)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash and Cash Equivalents								(3,003	)		(1,286	)
Net Increase in Cash, Cash Equivalents and Restricted Cash and Cash Equivalents								35,413			32,414
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, beginning of period								159,867			143,843
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, end of period							$	195,280		$	176,257
Supplemental Disclosures:
Non-cash Investing and Financing activities:
Right-of-use assets obtained from operating lease liabilities							$	491		$	1,583
Debt issuance costs in accrued expenses							$	—		$	3,850
Capital expenditures in accounts payable and accrued expenses	$	7,526		$	2,410		$	326		$	640

The accompanying notes are an integral part of these unaudited consolidated financial statements.

1. BASIS OF PRESENTATION

The GEO Group, Inc., a Florida corporation, and subsidiaries (the “Company” or “GEO”) ~~is a fully-integrated real estate investment trust (“REIT”) specializing~~specialize in the ownership, leasing and management of ~~correctional, detention~~secure facilities, processing centers and community reentry ~~facilities and the provision of community-based services and youth services~~centers in the United States, Australia and South ~~Africa and the United Kingdom.~~Africa. The Company owns, leases and operates a broad range of ~~correctional and detention~~ facilities including maximum, medium and minimum security ~~prisons, immigration detention centers, minimum security detention~~facilities, processing centers, as well as community-based reentry facilities and offers an expanded delivery of ~~offender~~ rehabilitation services under its ~~‘GEO~~'GEO Continuum of ~~Care’~~Care' platform. The ~~‘GEO~~'GEO Continuum of ~~Care’ program~~Care' platform integrates enhanced~~in-prison~~ rehabilitative programs, which are evidence-based and include cognitive behavioral treatment and post-release services, and provides academic and vocational classes toin life skills and treatment programs while helping individuals reintegrate into their communities. The Company develops new facilities based on contract awards, using its project development expertise and experience to design, construct and finance what it believes arestate-of-the-art facilities that maximize security and efficiency. The Company provides innovative compliance technologies, industry-leading monitoring services, and evidence-based supervision and treatment programs for community-based parolees, probationers and pretrial defendants. The Company also provides secure transportation services for ~~offender and detainee populations~~individuals as contracted domestically and in the United Kingdom through its joint venture ~~GEO Amey PECS~~GEOAmey Ltd. (“GEOAmey”). At ~~September 30, 2017, after its acquisition of Community Education Centers (“CEC”) (Refer to Note 2 - Business Combinations),~~March 31, 2024, the Company’s worldwide operations include the management and/or ownership of approximately ~~96,000~~81,000 beds at ~~140 correctional and detention~~100 facilities, including idle facilities, ~~projects under development and recently awarded contracts,~~ and also ~~include~~includes the provision of ~~community~~reentry and electronic monitoring and supervision services for ~~more than 185,000 offenders and pretrial defendants,~~thousands of individuals, including ~~approximately 100,000 individuals through~~ an array of technology products including radio frequency, GPS, and alcohol monitoring devices.

~~In March 2017, the Company’s Board of Directors declared~~

GEO operated as a~~3-for-2~~ ~~stock split of its common stock. The stock split was completed on April 24, 2017 with respect to shareholders of record on April 10, 2017. Outstanding share andper-share~~ ~~amounts disclosed for all periods presented have been retroactively adjusted to reflect the effects of the stock split. On April 24, 2017,~~ real estate investment trust ("REIT") from January 1, 2013 through December 31, 2020. As a REIT, the Company provided services and conducted other business activities through taxable REIT subsidiaries ("TRSs"). A TRS is a subsidiary of a REIT that is subject to applicable corporate income tax rates and certain qualification requirements. The Company's use of TRSs permitted GEO to engage in certain business activities in which the REIT could not engage directly, so long as those activities were conducted in entities that elected to be treated as TRSs under the Internal Revenue Code of 1986, as amended (the “Code”), and enabled GEO to, among other things, provide correctional services at facilities it owns and at facilities owned by its ~~articles~~government partners. A TRS is not subject to the distribution requirements applicable to REITs so it may retain income generated by its operations for reinvestment.

On December 2, 2021, the Company announced that its Board unanimously approved a plan to terminate the Company's REIT status and become a taxable C Corporation, effective for the year ended December 31, 2021. As a result, the Company is no longer required to operate under REIT rules, including the requirement to distribute at least 90% of ~~incorporation~~REIT taxable income to ~~increase~~its stockholders, which provides the ~~number of authorized shares of common stock~~Company with greater flexibility to ~~take into effect~~use its free cash flow. Effective January 1, 2021, the ~~stock split.~~Company is subject to federal and state income taxes on its taxable income at applicable tax rates and is no longer entitled to a tax deduction for dividends paid. The Company operated as a REIT for the 2020 tax year, and existing REIT requirements and limitations remained in place until December 31, 2020. The Board also voted unanimously to discontinue the Company's quarterly dividend.

The ~~Company’s~~Company's unaudited consolidated financial statements included in this Quarterly Report on Form10-Q have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the instructions to Form10-Q and consequently do not include all disclosures required by Form10-K. The accounting policies followed for quarterly financial reporting are the same as those disclosed in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form10-K filed with the Securities and Exchange Commission on February ~~27, 2017~~29, 2024 for the year ended December 31, ~~2016.~~2023. The accompanying December 31, ~~2016~~2023 consolidated balance sheet has been derived from those audited financial statements. Additional information may be obtained by referring to the Company’s Form10-K for the year ended December 31, ~~2016.~~2023. In the opinion of management, all adjustments (consisting only of normal recurring items) necessary for a fair presentation of the financial information for the interim periods reported in this Quarterly Report on Form10-Q have been made. Results of operations for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 are not necessarily indicative of the results for the entire year ending December 31, ~~2017,~~2024, or for any other future interim or annual periods.

On April 5, 2017, the Company completed its acquisition of CEC, pursuant to a definitive merger agreement entered into on February 12, 2017 between the Company, GEO/DE/MC/01 LLC, and CEC Parent Holdings LLC. CEC is a private provider of rehabilitation services for offenders in reentry and~~in-prison~~ treatment facilities as well as management services for county, state and federal correctional and detention facilities. CEC’s operations encompass over 12,000 beds nationwide. Under the terms of the merger agreement, the Company acquired 100% of the voting interests in CEC for $353.6 million, net of cash acquired of $3.0 million, in an all cash transaction, excluding transaction related expenses paid at closing of $4.1 million. At the time of the acquisition, approximately $115 million of CEC indebtedness, including accrued interest, was outstanding. All indebtedness of CEC was repaid by the Company with a portion of the $353.6 million merger consideration. The purchase price was reduced by $2.6 million as a result of the final working capital target settlement received by the Company during the third quarter ended September 30, 2017. Additionally, for tax periods ending on or prior to December 31, 2018, the purchase price may be adjusted for any tax benefits realized by the Company attributable to certain transactional tax deductions if such deductions are able to be taken by the Company and will result in an incremental tax benefit. The Company has estimated a maximum potential adjustment of approximately $1.9 million but has preliminarily estimated the fair value of this contingency at zero at the acquisition date. The Company is still reviewing the various tax implications of the acquisition which may impact the ultimate fair value of this contingency.

Preliminary Purchase Price Allocation
Accounts Receivable
   $ 29,916
Prepaid and other current assets
   4,407
Property and equipment
   126,510
Intangible assets
   76,000
Favorable lease assets
   3,110
Deferred income tax assets
   1,792
Othernon-current assets
   4,327


Total assets acquired
   $ 246,062


Accounts payable and accrued expenses
   52,341
Unfavorable lease liabilities
   1,299
Othernon-current liabilities
   5,360


Total liabilities assumed
   $ 59,000


Total identifiable net assets
   187,062
Goodwill
   166,493


Total consideration paid, net of cash acquired
   $ 353,555

As shown above, the Company recorded $166.5 million of goodwill related to the purchase of CEC. The strategic benefits of the merger include the Company’s ability to further position itself to meet the demand for increasingly diversified correctional, detention and community reentry facilities and services and the Company’s ability to expand the delivery of enhanced in- prison rehabilitation including evidence-based treatment, integrated with post-release support services through GEO’s Continuum of Care platform. These factors contributed to the goodwill that was recorded upon consummation of the transaction. The Company does not believe that any of the goodwill recorded as a result of the CEC acquisition will be deductible for federal income tax purposes. Identifiable intangible assets purchased in the acquisition and their weighted average amortization periods in total and by major intangible asset class, as applicable, are included in the table below:

   Weighted
Average Useful
Life (years)    Fair Value as of April 5, 2017
Facility management contracts
   18.3    $ 75,300
Covenants not to compete
   1    700


Total acquired intangible assets
      $ 76,000

~~Pro forma financial information~~

The results of operations of CEC are included in the Company’s results of operations from April 5, 2017. The following unaudited pro forma information combines the consolidated results of operations of the Company and CEC as if the acquisition had occurred at January 1, 2016, which is the beginning of the earliest period presented. The pro forma amounts are included for comparative purposes and may not necessarily reflect the results of operations that would have resulted had the acquisition been completed at the beginning of the applicable period and may not be indicative of the results that will be attained in the future (in thousands):

   Three Months Ended    Nine Months Ended
   September 30,
2017    September 30,
2016    September 30,
2017    September 30,
2016
Pro forma revenues
   $ 566,759    $ 621,565    $ 1,756,320    $ 1,805,064
Pro forma net income attributable to the GEO Group, Inc.
   $ 42,033    $ 44,525    $ 122,832    $ 100,372

The unaudited pro forma combined financial information presented above is compiled from the financial statements of the combined companies and includes pro forma adjustments for: (i) estimated changes in depreciation expense, interest expense and amortization expense; (ii) adjustments to eliminate intercompany transactions; (iii) adjustments to remove $14.0 million, for the nine months ended September 30, 2017, respectively, of~~non-recurring~~ transaction and merger related costs directly related to the CEC acquisition that are included in the combined companies’ financial results; and (iv) the income tax impact of the adjustments. The unaudited pro forma financial information does not include any adjustments to reflect the impact of cost savings or other synergies that may result from this acquisition. As noted above, the unaudited pro forma financial information does not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be achieved by the combined companies in the future.

~~The Company has included revenue and earnings of approximately $114 million and $14 million, respectively, in its~~

~~consolidated statements of operations for the nine months ended September 30, 2017 for CEC activity since April 5, 2017, the~~

~~date of acquisition.~~

3.2. GOODWILL AND OTHER INTANGIBLE ASSETS

The Company has recorded goodwill as a result of its various business combinations. ~~On April 5, 2017, the Company completed its acquisition of CEC. Refer to Note 2 - Business Combinations.~~ Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the tangible assets and intangible assets acquired net of liabilities assumed, including noncontrolling interests. Changes in the ~~Company’s~~Company's goodwill balances from ~~December~~January 1, 2024 to March 31, ~~2016 to September 30, 2017~~2024 are as follows (in thousands):


	January 1, 2024		Additions [1]		Foreign Currency Translation			March 31, 2024
U.S. Secure Services	$	316,366	$	—	$	—		$	316,366
Electronic Monitoring and Supervision Services		289,570		-		—		$	289,570
Reentry Services		148,873		-		—		$	148,873
International Services		390		836		(16	)	$	1,210
Total Goodwill	$	755,199	$	836	$	(16	)	$	756,019

   December 31, 2016    Acquisitions    Foreign
Currency
Translation    September 30,
2017
U.S. Corrections & Detention
   $ 277,774    $ 41,604    $ —      $ 319,378
GEO Care
   337,257    124,889    —      462,146
International Services
   402    —      46    448








Total Goodwill
   $ 615,433    166,493    $ 46    $ 781,972

[1] During the first quarter of 2024, the Company completed an acquisition of an entity that performed health care services located in Australia. The purchase price was approximately AUD6.0 million, or approximately $3.9 million, based on exchange rates on the date of acquisition subject to certain adjustments. The net assets acquired and operations were not material to our results from operations during the quarter ended March 31, 2024..

The Company has also recorded other finite and indefinite-lived intangible assets as a result of its various business combinations. ~~Refer to Note 2 - Business Combinations for a discussion of the Company’s recent acquisition of CEC.~~ The ~~Company’s~~Company's intangible assets include facility management contracts ~~covenants not to compete,~~and trade names and technology, as follows (in thousands):


	March 31, 2024									December 31, 2023
	Weighted Average Useful Life (years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Facility management contracts		16.3	$	223,776	$	(135,460	)	$	88,316	$	223,781	$	(133,095	)	$	90,686
Trade names	Indefinite			45,200		—			45,200		45,200		—			45,200
Total acquired intangible assets			$	268,976	$	(135,460	)	$	133,516	$	268,981	$	(133,095	)	$	135,886

   September 30, 2017    December 31, 2016
   Weighted Average
Useful Life (years)    Gross
Carrying
Amount    Accumulated
Amortization Net Carrying
Amount    Gross
Carrying
Amount    Accumulated
Amortization Net Carrying
Amount
Facility management contracts
   16.3    $ 308,446    $ (101,537 ) $ 206,909    $ 233,136    $ (87,256 ) $ 145,880
Covenants not to compete
   1    700    (342 ) 358    —      —   —
Technology
   7.3    33,700    (24,377 ) 9,323    33,700    (20,896 ) 12,804
Trade name (Indefinite lived)
   Indefinite    45,200    —   45,200    45,200    —   45,200








Total acquired intangible assets
      $ 388,046    $ (126,256 ) $ 261,790    $ 312,036    $ (108,152 ) $ 203,884

Amortization expense was ~~$6.5~~$2.4 million and ~~$18.1~~$3.4 million for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2024 and 2023, respectively. Amortization expense was $5.1 million and $15.3 million for the three and nine months ended September 30, 2016, respectively. Amortization expense was primarily related to the U.S. Corrections & Detention and GEO Care segments’ amortization of acquired facility management contracts. As of ~~September 30, 2017,~~March 31, 2024, the weighted average period before the next contract renewal or extension for the acquired facility management contracts was approximately ~~1.6~~3.1 years. Although the facility management contracts acquired have renewal and extension terms in the near term, the Company has historically maintained these relationships beyond the current contractual periods.

Estimated amortization expense related to the ~~Company’s~~Company's finite-lived intangible assets for the remainder of ~~2017~~2024 through ~~2021~~2028 and thereafter is as follows (in thousands):

Fiscal Year
   Total Amortization
Expense
Remainder of 2017
   $ 6,525
2018
   22,821
2019
   22,310
2020
   22,310
2021
   20,090
Thereafter
   122,534


   $ 216,590


Fiscal Year	Total Amortization Expense
Remainder of 2024	$	7,665
2025		8,533
2026		7,166
2027		6,860
2028		6,854
Thereafter		51,238
	$	88,316

4. FAIR VALUE OF ASSETS AND LIABILITIES

The Company’s consolidated balance sheets reflect certain financial assets and liabilities at carrying value. The carrying value of certain debt instruments, if applicable, is net of unamortized discount. The following tables present the carrying values of those financial instruments and the estimated corresponding fair values at ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016~~2023 (in thousands):

      Estimated Fair Value Measurements at September 30, 2017
   Carrying Value as
of September 30,
2017    Total Fair Value    Level 1    Level 2    Level 3
Assets:

Cash and cash equivalents
   $ 51,526    $ 51,526    $ 51,526    $ —      $ —
Restricted cash and investments
   24,012    24,012    20,592    3,420    —
Liabilities:

Borrowings under senior credit facility
   $ 1,041,874    $ 1,047,844    $ —      $ 1,047,844    $ —
5.875% Senior Notes due 2024
   250,000    260,943    —      260,943    —
5.125% Senior Notes
   300,000    305,418    —      305,418    —
5.875% Senior Notes due 2022
   250,000    260,985    —      260,985    —
6.00% Senior Notes
   350,000    368,571    —      368,571    —
Non-recourse debt, Australian subsidiary
   549,926    549,926    —      549,926    —
Othernon-recourse debt, including current portion
   36,381    37,465    —      37,465    —
      Estimated Fair Value Measurements at December 31, 2016
   Carrying Value as
of December 31,
2016    Total Fair Value    Level 1    Level 2    Level 3
Assets:

Cash and cash equivalents
   $ 68,038    $ 68,038    $ 68,038    $ —      $ —
Restricted cash and investments
   22,319    22,319    19,614    2,705    —
Liabilities:

Borrowings under senior credit facility
   $ 804,500    $ 795,008    $ —      $ 795,008    $ —
5.875% Senior Notes due 2024
   250,000    247,813    —      247,813    —
5.125% Senior Notes
   300,000    292,125    —      292,125    —
5.875% Senior Notes due 2022
   250,000    254,688    —      254,688    —
6.00% Senior Notes
   350,000    346,938    —      346,938    —
Non-recourse debt, Australian subsidiary
   454,222    454,185    —      454,185    —
Othernon-recourse debt, including current portion
   36,280    37,550    —      37,550    —


			Estimated Fair Value Measurements at March 31, 2024
	Carrying Value as of March 31, 2024		Total Fair Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	126,497	$	126,497	$	126,497	$	—	$	—
Restricted cash and investments		35,725		35,725		35,725		—		—
Liabilities:
Borrowings under exchange credit facility	$	906,712	$	932,328	$	—	$	932,328	$	—
10.500% Public Second Lien Notes due 2028		286,521		292,726		—		292,726		—
9.500% Private Second Lien Notes due 2028		239,142		241,917		—		241,917		—
6.00% Senior Notes due 2026		110,858		109,268		—		109,268		—
6.50% Exchangeable Senior Notes due 2026		230,000		394,399		—		394,399		—


			Estimated Fair Value Measurements at December 31, 2023
	Carrying Value as of December 31, 2023		Total Fair Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	93,971	$	93,971	$	93,971	$	—	$	—
Restricted cash and investments		65,896		65,896		65,896		—		—
Liabilities:
Borrowings under exchange credit facility	$	906,712	$	926,445	$	—	$	926,445	$	—
10.500% Public Second Lien Notes due 2028		286,521		293,049		—		293,049		—
9.500% Private Second Lien Notes due 2028		239,142		231,692		—		231,692		—
5.875% Senior Notes due 2024		23,253		22,946		—		22,946		—
6.00% Senior Notes due 2026		110,858		106,541		—		106,541		—
6.50% Exchangeable Senior Notes due 2026		230,000		319,920		—		319,920		—

The fair values of the Company’s cash and cash equivalents, and restricted cash and investments approximates the carrying values of these assets at ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016.~~2023. Restricted cash consists of money market funds, bank deposits, commercial paper and time deposits used for asset replacement funds and other funds contractually required to be maintained at the ~~Company’s~~Company's Australian ~~subsidiary and contractual commitments related to the design and construction of a new facility in Ravenhall Australia.~~subsidiary. The fair value of the money market funds and bank deposits is based on quoted market prices (Level 1) ~~and~~.

As of March 31, 2024, the ~~fair value of commercial paper and time deposits is based on market prices for similar instruments (Level 2).~~

~~The~~recurring fair values of the ~~Company’s 5.875% senior unsecured notes due 2022 (“5.875% Senior~~Company's 10.500% Public Second Lien Notes due ~~2022”), 5.875%~~2028 and the 9.500% Private Second Lien Notes due 2028 are based on Level 2 inputs using quotations by major market news services, such as Bloomberg. The fair value of the Company's exchange credit facility was also based on quotations by major market new services and also estimates of trading value considering the Company's borrowing rate, the undrawn spread and similar instruments.

As of March 31, 2024 and December 31, 2023, the fair values of the Company's 5.875% senior unsecured notes due 2024 (“("5.875% Senior Notes due ~~2024”~~2024"), ~~6.00%~~6.00% senior unsecured notes due 2026 (“6.00% Senior Notes”), and the ~~5.125%~~6.50% exchangeable senior unsecured notes due ~~2023~~2026 (“~~5.125% Senior~~Convertible Notes” or “6.50% Exchangeable Notes due 2026”)~~, although not actively traded,~~ are based on ~~published financial data for these instruments. The fair values of the Company’snon-recourse~~ ~~debt related to the Washington Economic Development Finance Authority (“WEDFA”) is based on~~Level 2 inputs by major market ~~prices for similar instruments. The fair value of thenon-recourse~~ debt related to the Company’s Australian subsidiary is estimated based on market prices of similar instruments. The fair value of borrowings under the senior credit facility is based on an estimate of trading value considering the Company’s borrowing rate, the undrawn spread and similar instruments.news services.

6. SHAREHOLDERS’ EQUITY

The following tables present the changes in shareholders’ equity that are attributable to the Company’s shareholders and to noncontrolling interests for the three months ended March 31, 2024 and 2023 (in thousands):

   Common shares
Additional
Paid-In

Earnings in
Excess of

Accumulated
Other
Comprehensive
Noncontrolling
Total
Shareholders’

   Shares Amount Capital Distributions Loss Interests Equity
Balance, January 1, 2017
   112,548 $ 1,125 $ 891,993 $ 112,763 $ (30,825 ) $ (99 ) $ 974,957
Proceeds from exercise of stock options
   348 3 6,783 —   —   —   6,786
Stock-based compensation expense
   —   —   14,852 —   —   —   14,852
Restricted stock granted
   927 9 (9 ) —   —   —   —
Restricted stock canceled
   (60 ) —   —   —   —   —   —
Dividends paid
   —   —   —   (169,152 ) —   —   (169,152 )
Issuance of common stock - prospectus supplement
   10,350 104 275,763 —   —   —   275,867
Shares withheld for net settlements of share-based awards
   (135 ) (1 ) (4,121 ) —   —   —   (4,122 )
Issuance of common stock - ESPP
   13 —   382 —   —   —   382
Net income (loss)
   —   —   —   109,884 —   (123 ) 109,761
Other comprehensive income
   —   —   —   —   4,757 4 4,761


Balance, September 30, 2017
   123,991 $ 1,240 $ 1,185,643 $ 53,495 $ (26,068 ) $ (218 ) $ 1,214,092


	Common shares						Additional Paid-In					Accumulated Other Comprehensive			Treasury shares					Noncontrolling			Total Shareholders'
	Shares			Amount			Capital			Retained Earnings		Loss			Shares		Amount			Interests			Equity
For the Three Months Ended March 31, 2024
Balance, December 31, 2023		126,087		$	1,303		$	1,299,193		$	103,089	$	(16,642	)		4,210	$	(95,175	)	$	(1,454	)	$	1,290,314
Proceeds from exercise of stock options		73			1			528			—		—			—		—			—			529
Stock-based compensation expense		—			—			5,656			—		—			—		—			—			5,656
Restricted stock granted		929			9			(9	)		—		—			—		—			—			—
Restricted stock canceled		(20	)		—			—			—		—			—		—			—			—
Shares withheld for net settlements of share- based awards [1]		(615	)		(6	)		(7,406	)		—		—			—		—			—			(7,412	)
Issuance of common stock - ESPP		3			—			36					—			—		—			—			36
Net income (loss)		—			—			—			22,668		—			—		—			(9	)		22,659
Other comprehensive loss		—			—			—			—		(3,173	)		—		—			12			(3,161	)
Balance, March 31, 2024		126,457		$	1,307		$	1,297,998		$	125,757	$	(19,815	)		4,210	$	(95,175	)	$	(1,451	)	$	1,308,621

~~During the nine months ended September 30, 2017, the~~


	Common shares						Additional Paid-In			Retained Earnings (Accumulated			Accumulated Other Comprehensive			Treasury shares						Noncontrolling			Total Shareholders'
	Shares			Amount			Capital			Deficit)			Loss			Shares			Amount			Interests			Equity
For the Three Months Ended March 31, 2023
Balance, December 31, 2022		124,061		$	1,289		$	1,291,363		$	(4,236	)	$	(16,919	)		4,852		$	(105,099	)	$	(1,310	)	$	1,165,088
Proceeds from exercise of stock options		7			—			49			—			—			—			—			—			49
Stock-based compensation expense		—			—			5,578			—			—			—			—			—			5,578
Restricted stock granted		1,641			16			(16	)		—			—			—			—			—			-
Restricted stock canceled		(18	)		—			—			—			—			—			—			—			-
Sale of treasury shares [2]		642			—			(4,174	)		—			—			(642	)		9,924						5,750
Shares withheld for net settlements of share- based awards [1]		(383	)		(4	)		(3,441	)		—			—			—			—			—			(3,445	)
Issuance of common stock - ESPP		5			1			40			—			—			—			—			—			41
Net income (loss)		—			—			—			28,003			—			—			—			(9	)		27,994
Other comprehensive income (loss)		—			—			—			—			(2,016	)		—			—			10			(2,006	)
Balance, March 31, 2023		125,955		$	1,302		$	1,289,399		$	23,767		$	(18,935	)		4,210		$	(95,175	)	$	(1,309	)	$	1,199,049

[1] The Company withheld shares through net ~~share~~ settlements to satisfy statutory tax withholding requirements upon the vesting of shares

of restricted stock held by employees.

~~Outstanding share~~

[2] The Company sold treasury shares to partially fund its obligation under its Amended and~~per-share~~ ~~amounts disclosed for all periods presented have been retroactively adjusted to reflect the effects of the stock split.~~ Restated Executive Retirement

Agreement with its Executive Chairman. Refer to Note 113 - ~~Basis of Presentation.~~Benefit Plans for further information.

~~REIT Distributions~~Automatic Shelf Registration on Form S-3

As a REIT, GEO is required to distribute annually at least 90% of its REIT taxable income (determined without regard to the dividends paid deduction and by excluding net capital gain) and began paying regular quarterly REIT dividends in 2013. The amount, timing and frequency of future dividends, however, will be at the sole discretion of GEO’s Board of Directors (the “Board”) and will be declared based upon various factors, many of which are beyond GEO’s control, including, GEO’s financial condition and operating cash flows, the amount required to maintain REIT status, limitations on distributions in GEO’s existing and future debt instruments, limitations on GEO’s ability to fund distributions using cash generated through GEO’s taxable REIT subsidiaries (“TRSs”) and other factors that GEO’s Board may deem relevant.

~~During the nine months ended September~~On October 30, ~~2017 and the year ended December 31, 2016, respectively, GEO declared and paid the following regular cash distributions to its shareholders as follows:~~

Declaration Date
   Record Date    Payment Date    Distribution Per Share    Aggregate
Payment Amount
(in millions)
February 3, 2016
   February 16, 2016    February 26, 2016    $ 0.43    $ 48.5
April 20, 2016
   May 2, 2016    May 12, 2016    $ 0.43    $ 48.7
July 20, 2016
   August 1, 2016    August 12, 2016    $ 0.43    $ 48.7
October 18, 2016
   October 31, 2016    November 10, 2016    $ 0.43    $ 48.8
February 6, 2017
   February 17, 2017    February 27, 2017    $ 0.47    $ 52.5
April 25, 2017
   May 9, 2017    May 19, 2017    $ 0.47    $ 58.4
July 10, 2017
   July 21, 2017    July 28, 2017    $ 0.47    $ 58.3

~~Distributions per share above have been adjusted to reflect the effects of the stock split.~~

~~Common Stock Offering~~

~~On March 7, 2017,~~2023, the Company ~~entered into~~filed an underwriting agreement related to the issuance and sale of 9,000,000 shares of common stock, par value $.01 per share, of the Company. The offering price to the public was $27.80 per share and the underwriters agreed to purchase the shares from the Company pursuant to the underwriting agreement at a price of $26.70 per share. In addition, under the terms of the underwriting agreement, the Company granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 1,350,000 shares of common stock. On March 8, 2017, the underwriters exercised in full their option to purchase the additional 1,350,000 shares of common stock. On March 13, 2017, the Company announced that it had completed the sale of 10,350,000 shares of common stock with its previously announced underwritten public offering. GEO received gross proceeds (before underwriting discounts and estimated offering expenses) of approximately $288.1 million from the offering, including approximately $37.6 million in connection with the sale of the additional shares. Fees paid in connection with the offering were not significant and have been netted against additional~~paid-in~~ ~~capital. The 10,350,000 shares of common stock were issued under GEO’s previously effective~~automatic shelf ~~registration filed with the Securities and Exchange Commission. The previously effective~~ registration statement on FormS-3 ~~expired September 12, 2017. On October 20, 2017, GEO filed a new registration statement on FormS-3~~ that automatically became effective. Refer to Note 16 - Subsequent Events. The net proceeds of this offering were used to repay amounts outstanding under the revolver portion of the Company’s senior credit facility and for general corporate purposes. The number of shares and~~per-share~~ ~~amounts herein have been adjusted to reflect the effects of the stock split. Refer to Note 1 - Basis of Presentation~~

~~Prospectus Supplement~~

~~In September 2014, the Company filed~~ with the Securities and Exchange Commission ~~(“SEC��~~(the “SEC”) that enables the Company to offer for sale, from time to time and as the capital markets permit, an ~~automatic~~unspecified amount of common stock, preferred stock, debt securities, guarantees of debt securities, warrants and units. The shelf registration statement ~~on FormS-3.~~became automatically effective upon filing and is valid for three years.

Prospectus Supplement

On ~~November 10, 2014,~~December 28, 2023, in connection with the shelf registration, the Company filed with the ~~Securities and Exchange Commission~~SEC a prospectus supplement related to the offer and sale from time to time of ~~the Company’s~~our common stock at an aggregate offering price of up to ~~$150.0~~$300 million through sales agents. Sales of shares of ~~the Company’s~~GEO's common stock under the prospectus supplement and ~~the~~ equity distribution agreements entered into with the sales agents, if any, ~~may~~will be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933. There were no shares of common stock sold under this prospectus supplement during the ~~nine~~three months ended ~~September 30, 2017 or during the year ended December~~March 31, ~~2016. On September 12, 2017, the shelf registration expired. On October 20, 2017, the Company filed with the SEC a new automatic shelf registration on FormS-3.~~ Under this new shelf registration, the Company may, from time to time, sell any combination of securities described in the prospectus in one or more offerings. Each time that the Company may sell securities, the Company will provide a prospectus supplement that will contain specific information about the terms of that offering and the securities being offered.

2024.

Comprehensive Income (Loss)

Comprehensive income (loss) represents the change in ~~shareholders’~~shareholders' equity from transactions and other events and circumstances arising fromnon-shareholder sources. The ~~Company’s~~Company's total comprehensive income (loss) is comprised of net income attributable to GEO, net income attributable to noncontrolling interests, foreign currency translation adjustments that arise from consolidating foreign operations that do not impact cash flows, net unrealized gains and/or losses on derivative instruments, marketable securities and pension liability adjustments within ~~shareholders’~~shareholders' equity and comprehensive income (loss).

The components of accumulated other comprehensive ~~income (loss)~~loss attributable to GEO within ~~shareholders’~~shareholders' equity are as follows:

   Nine Months Ended September 30, 2017
(In thousands)
   Foreign currency
translation adjustments,
net of tax attributable to
The GEO Group, Inc. (1)    Unrealized (loss)/gain on
derivatives, net of tax    Pension adjustments, net
of tax    Total
Balance, January 1, 2017
   $ (11,284 )    $ (15,877 )    $ (3,664 )    $ (30,825 )
Current-period other comprehensive income
   2,026    2,556    175    4,757








Balance, September 30, 2017
   $ (9,258 )    $ (13,321 )    $ (3,489 )    $ (26,068 )


	Three Months Ended March 31, 2024
	(In thousands)
	Foreign currency translation adjustments, net of tax (1)			Change in fair value of derivatives, net of tax		Pension adjustments, net of tax		Total
Balance, January 1, 2024	$	(19,755	)	$	3,041	$	72	$	(16,642	)
Current-period other comprehensive income (loss)		(3,884	)		699		12		(3,173	)
Balance, March 31, 2024	$	(23,639	)	$	3,740	$	84	$	(19,815	)

⁽¹⁾	~~The foreign currency translation related to noncontrolling interests was not significant at September 30, 2017 or December 31, 2016.~~


	Three Months Ended March 31, 2023
	(In thousands)
	Foreign currency translation adjustments, net of tax (1)			Change in fair value of derivatives, net of tax			Change in marketable securities, net of tax			Pension adjustments, net of tax		Total
Balance, January 1, 2023	$	(20,015	)	$	3,645		$	(953	)	$	404	$	(16,919	)
Current-period other comprehensive income (loss)		(1,389	)		(1,027	)		400			—		(2,016	)
Balance, March 31, 2023	$	(21,404	)	$	2,618		$	(553	)	$	404	$	(18,935	)

(1)

The foreign currency translation related to noncontrolling interests was not significant at March 31, 2024 or 2023.

7. EQUITY INCENTIVE PLANS

The Board ~~has~~ adopted The GEO Group, Inc. ~~2014~~Amended and Restated 2018 Stock Incentive Plan (the ~~“2014 Plan”~~"2018 Amended and Restated Plan"), which was approved by the ~~Company’s~~Company's shareholders on ~~May 2, 2014.~~April 28, 2021. The ~~2014~~2018 Amended and Restated Plan ~~replaced~~supersedes the ~~2006~~previous 2018 Stock Incentive ~~Plan (the “2006 Plan”).~~Plan. As of the date the ~~2014~~2018 Amended and Restated Plan was ~~adopted,~~approved by the Company’s shareholders, it provided for a reserve of ~~4,625,030 shares, which consisted of 3,000,000 new shares of common stock available for issuance and 1,625,030~~an additional 16,800,000 shares of common stock that ~~were available for issuance~~may be issued pursuant to awards granted under the ~~2006 Plan prior to the 2014 Plan replacing it adjusted to reflect the effects of the stock split.~~2018 Amended and Restated Plan. The Company filed a FormS-8 registration statement related to the ~~2014~~2018 Amended and Restated Plan on June ~~4, 2014,~~15, 2021.

Subsequently, the Board adopted The GEO Group, Inc. Second Amended and Restated 2018 Stock Incentive Plan which was ~~amended~~approved by the Company's shareholders and became effective on ~~July 18, 2014.~~

~~Outstanding share andper-share~~ ~~amounts disclosed for all periods presented have been retroactively adjusted to reflect the effects of the stock split.~~May 3, 2024. Refer to Note ~~1 - Basis of Presentation.~~

15-Subsequent Events for further information.

Stock Options

The Company uses a Black-Scholes option valuation model to estimate the fair value of each ~~time based~~time-based or ~~performance based~~performance-based option awarded. For options granted during the nine months ended September 30, 2017, the fair value was estimated using the following assumptions: (i) volatility of 35.72%; (ii) expected term of 5.00 years; (iii) risk free interest rate of 1.53%; and (iv) expected dividend yield of 5.79%. A summary of the activity of stock option awards issued and outstanding under Company plans iswas as follows for the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2024:

   Shares    Wtd. Avg.
Exercise
Price    Wtd. Avg.
Remaining
Contractual
Term
(years)    Aggregate
Intrinsic
Value
   (in thousands)          (in thousands)
Options outstanding at January 1, 2017
   1,211    $ 20.65    7.14    $ 5,466
Options granted
   462    32.30
Options exercised
   (348 )    19.22
Options forfeited/canceled/expired
   (59 )    27.35



Options outstanding at September 30, 2017
   1,266    $ 24.98    7.61    $ 5,200



Options vested and expected to vest at September 30, 2017
   1,186    $ 24.77    7.53    $ 5,025



Options exercisable at September 30, 2017
   538    $ 21.96    6.27    $ 3,352


	Shares			Wtd. Avg. Exercise Price		Wtd. Avg. Remaining Contractual Term (years)		Aggregate Intrinsic Value
	(in thousands)							(in thousands)
Options outstanding at January 1, 2024		2,038		$	16.94		5.48	$	2,558
Options granted		—			—
Options exercised		(73	)		7.20
Options forfeited/canceled/expired		(89	)		19.58
Options outstanding at March 31, 2024		1,876		$	17.19		5.31	$	4,531
Options vested and expected to vest at March 31, 2024		1,828		$	17.43		5.22	$	4,239
Options exercisable at March 31, 2024		1,466		$	19.82		4.48	$	2,301

~~During~~

For the ~~nine~~three months ended September 30, 2017, the Company granted approximately 462,000 options to certain employees which had a weighted-average grant-date fair value of $5.91 per share. For the nine months ended September 30, 2017March 31, 2024 and ~~September 30, 2016,~~2023, the amount of stock-based compensation expense related to stock options was ~~$1.1~~$0.2 million and ~~$0.4~~$0.1 million, respectively. As of ~~September 30, 2017,~~March 31, 2024, the Company had ~~$1.9~~$1.3 million of unrecognized compensation costs related tonon-vested stock option awards that are expected to be recognized over a weighted average period of ~~3.1~~2.7 years.

Restricted Stock

Compensation expense for nonvested stock awards is recorded over the vesting period based on the fair value at the date of grant. Generally, the restricted stock awards vest in equal increments generally over either a three or four-year period. The fair value of restricted stock awards, which do not contain a market-based vesting condition, is determined using the closing price of the ~~Company’s~~Company's common stock on the date of grant. The Company has historically issued share-based awards with service-based, performance-based and market-based vesting criteria.

A summary of the activity of restricted stock outstanding is as follows for the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2024:


	Shares			Wtd. Avg. Grant Date Fair Value		Shares			Wtd. Avg. Grant Date Fair Value
	(in thousands)					(in thousands)
Restricted stock outstanding at January 1, 2017		1,346		$	24.37
Restricted stock outstanding at January 1, 2024							3,999		$	7.78
Granted		927			35.33		929			13.82
Vested		(439	)		23.20		(1,891	)		7.79
Forfeited/canceled		(60	)		26.76		(20	)		8.08

Restricted stock outstanding at September 30, 2017		1,774		$	30.45

Restricted stock outstanding at March 31, 2024							3,017		$	8.67

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, the Company granted ~~approximately 927,000~~929,292 shares of restricted stock to certain employees and executive officers. Of these awards, ~~295,000~~318,807 are market and performance-based awards which will be forfeited if the Company does not achieve certain annual metrics during ~~2018, 2019~~2024, 2025 and ~~2020.~~2026.

The vesting of these performance-based restricted stock grants are subject to the achievement by GEO of two annual performance metrics as follows: (i) up to ~~50%~~50% of the shares of restricted stock (“("TSR Target ~~Award”~~Award") can vest at the end of a three year performance period if GEO meets certain total shareholder return ~~(“TSR”~~("TSR") performance targets, as compared to the total shareholder return of a peer group of companies, over a three year period from January 1, ~~2017~~2024 to December 31, ~~2019~~2026 and (ii) up to ~~50%~~50% of the shares of restricted stock (“("ROCE Target ~~Award”~~Award") can vest at the end of a three year period if GEO meets certain return on capital employed ~~(“ROCE”~~("ROCE") performance targets over a three year period from January 1, ~~2017~~2024 to December 31, ~~2019.~~2026. These market and performance awards can vest at between 0%0% and ~~200%~~200% of the target awards for both metrics. The number of shares shown for the performance-based awards is based on the target awards for both metrics.

The metric related to ROCE is considered to be a performance condition. For share-based awards that contain a performance condition, the achievement of the targets must be probable before any share-based compensation expense is recorded. The Company reviews the likelihood of which ~~the~~ target in the range will be achieved and if deemed probable, compensation expense is recorded at that time. If subsequent to initial measurement there is a change in the estimate of the probability of meeting the performance condition, the effect of the change in the estimated quantity of awards expected to vest is recognized by cumulatively adjusting compensation expense. If ultimately the performance targets are not met, for any awards where vesting was previously deemed probable, previously recognized compensation expense will be reversed in the period in which vesting is no longer deemed probable. The fair value of these awards was determined based on the closing price of the ~~Company’s~~Company's common stock on the date of grant.

The metric related to TSR is considered to be a market condition. For share-based awards that contain a market condition, the probability of satisfying the market condition must be considered in the estimate of grant-date fair value and previously recorded compensation expense is not reversed if the market condition is never met. The fair value of these awards was determined based on a Monte Carlo simulation, which calculates a range of possible outcomes and the probabilities that they will occur, using the following weighted average key assumptions: (i) volatility of ~~42.2%~~53.2%; (ii) beta of ~~1.11;~~0.96; and (iii) risk free ~~rates~~rate of ~~1.46%~~4.28%.

For the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~September 30, 2016,~~2023, the Company recognized ~~$13.8~~$5.5 million and ~~$9.2~~$5.4 million, respectively, of compensation expense related to its restricted stock awards. As of ~~September 30, 2017,~~March 31, 2024, the Company had ~~$36.4~~$20.3 million of unrecognized compensation costs related tonon-vested restricted stock awards, includingnon-vested restricted stock awards with performance-based and market-based vesting, that are expected to be recognized over a weighted average period of ~~2.7~~2.4 years.

Employee Stock Purchase Plan

The Company previously adopted The GEO Group Inc. 2011 Employee Stock Purchase Plan (the ~~“Plan~~“Plan" or ~~“ESPP”~~"ESPP”) effective July 9, 2011. The Company has since amended and restated the Plan (the “Amended ESPP”) which was approved by the Company’s ~~shareholders.~~shareholders on April 28, 2021 and became effective on July 9, 2021. The purpose of the ~~Plan,~~Amended ESPP, which is qualified under Section 423 of the ~~Internal Revenue Service~~ Code, ~~of 1986, as amended,~~ is to encourage stock ownership through payroll deductions by the employees of GEO and designated

subsidiaries of GEO in order to increase their identification with the Company’s goals and secure a proprietary interest in the Company’s success. These deductions are used to purchase shares of the Company’s common stock at a 5%5% discount from the then current market price. The ~~Company has made available up to 750,000, as split adjusted,~~maximum number of shares of ~~its~~ common stock ~~which were registered with~~reserved for issuance over the ~~Securities and Exchange Commission~~term of the Amended ESPP on ~~May 4, 2012, as~~the amended ~~on July 18, 2014, for sale to eligible employees under the Plan.~~effective date shall not exceed 506,023 shares.

The ~~Plan~~Amended ESPP is considered to benon-compensatory. As such, there is no compensation expense required to be recognized. Share purchases under the ~~Plan~~Amended ESPP are made on the last day of each month. During the ~~nine~~three months ended ~~September 30, 2017, 13,360~~March 31, 2024 and 2023, 3,039 and 4,567 shares, respectively, of the ~~Company’s~~Company's common stock were issued in connection with the ~~Plan.~~Amended ESPP.

9. DERIVATIVE FINANCIAL INSTRUMENTS

The Company’s primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in interest rates. The Company measures its derivative financial instruments at fair value.

~~Australia - Fulham~~

~~The Company’s Australian subsidiary is a party to an~~In August of 2019, the Company entered into two interest rate swap ~~agreement~~agreements in the aggregate notional amount of $44.3 million to fix the interest rate on certain of its variable rate~~non-recourse~~ debt ~~(related~~ to ~~its Fulham facility) to 9.7%~~4.22%. The Company ~~had determined the swap’s payment and expiration dates, and call provisions that coincided with the terms of thenon-recourse~~ ~~debt, to be an effective cash flow hedge. Accordingly, the Company recorded the change~~has designated these interest rate swaps as hedges against changes in the ~~fair value~~cash flows of the interest rate swap in accumulated other comprehensive income, net of applicable income taxes. Total unrealized gains recorded in other comprehensive income, net of tax, related to this cash flow hedge were not significant for the nine months ended September 30, 2017two identical promissory notes (the "Notes") which are secured by loan agreements and ~~2016.~~mortgage and security agreements on certain real property and improvements. The ~~associatednon-recourse~~ ~~debt was paid off during the nine months ended September 30, 2017 and the interest rate swap is no longer in existence as of September 30, 2017.~~

~~Australia - Ravenhall~~

~~The Company’s Australian subsidiary~~Company has ~~entered into interest rate swap agreements to fix the interest rate on its variable ratenon-recourse~~ debt related to a prison project in Ravenhall, a locality near Melbourne, Australia to 3.3% during the design and construction phase and 4.2% during the project’s operating phase. The swaps’ notional amounts coincide with construction draw fixed commitments throughout the project. At September 30, 2017, the swaps had a notional amount of approximately AUD 703 million, or $551 million, based on exchange rates at September 30, 2017, related to the outstanding draws for the design and construction phase and approximately AUD 466 million, or $365 million, based on exchange rates at September 30, 2017 related to future construction draws. At the onset, the Company had determined that the swaps have payment, expiration dates, and provisions that coincide with the terms of the~~non-recourse~~ ~~debt scheduled construction draw commitments~~ Notes and ~~were~~are therefore considered to be effective cash flow hedges. During 2017, certain of the critical terms of the swap agreements no longer coincided with the scheduled construction draw commitments. However, the swaps are still considered to be highly effective and the measurement of any ineffectiveness was not significant during the nine months ended September 30, 2017. Accordingly, the Company records the change in ~~the~~ fair value of the interest rate swaps inas accumulated other comprehensive ~~income,~~loss, net of applicable ~~income~~ taxes. Total unrealized ~~gain~~losses recorded in other comprehensive ~~income,~~loss, net of tax, related to ~~this~~these cash flow ~~hedge~~hedges was ~~$2.6~~$0.7 million during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2024. The total fair value of the swap ~~liability~~assets as of ~~September 30, 2017~~March 31, 2024 was ~~$15.7~~$4.7 million and is recorded as a component of OtherNon-Current ~~liabilities~~ assets within the accompanying consolidated balance sheet. There was no material ineffectiveness for the ~~periods~~period presented. The Company does not expect to enter into any transactions during the next twelve months which would result in ~~the~~ reclassification into earnings or losses associated with these swaps currently reported in accumulated other comprehensive income (loss). Refer to Note 10 - Debt for additional information.

Additionally, upon completion and commercial acceptance of the prison project, the Department of Justice in the State of Victoria (the “State”) in accordance with the prison contract, will make a lump sum payment of AUD 310 million, or approximately $243 million, based on exchange rates at September 30, 2017, towards a portion of the outstanding principal of the~~non-recourse~~ ~~debt. The Company’s Australian subsidiary also entered into interest rate cap agreements giving the Company the option to cap the interest rate on its variablenon-recourse~~ debt related to the project in the event that the completion of the prison project is delayed which could delay the State’s payment. These instruments do not meet the requirements for hedge accounting, and therefore, changes in fair value of the interest rate caps are recorded in earnings. Total losses related to a decrease in the fair value of the interest rate cap assets were not significant during the nine months ended September 30, 2017 or 2016. The total fair value of the interest rate cap assets was not significant as of September 30, 2017 and December 31, 2016, respectively, and is recorded as a component of other~~non-current~~ ~~assets within the accompanying consolidated balance sheets.~~

10. DEBT

Debt outstanding as of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016~~2023 consisted of the following (in thousands):

   September 30, 2017    December 31, 2016
Senior Credit Facility:

Term loan
   $ 796,000    $ 289,500
Unamortized discount on term loan
   (3,660 )    (375 )
Unamortized debt issuance costs on term loan
   (7,961 )    —
Revolver
   245,874    515,000




Total Senior Credit Facility
   $ 1,030,253    $ 804,125
6.00% Senior Notes:

Notes Due in 2026
   350,000    350,000
Unamortized debt issuance costs
   (5,447 )    (5,770 )




Total 6.00% Senior Notes Due in 2026
   344,553    344,230
5.875% Senior Notes:

Notes Due in 2024
   250,000    250,000
Unamortized debt issuance costs
   (3,485 )    (3,773 )




Total 5.875% Senior Notes Due in 2024
   246,515    246,227
5.125% Senior Notes:

Notes Due in 2023
   300,000    300,000
Unamortized debt issuance costs
   (4,339 )    (4,786 )




Total 5.125% Senior Notes Due in 2023
   295,661    295,214
5.875% Senior Notes

Notes Due in 2022
   250,000    250,000
Unamortized debt issuance costs
   (3,417 )    (3,923 )




Total 5.875% Senior Notes Due in 2022
   246,583    246,077




Non-Recourse Debt
   586,606    490,902
Unamortized debt issuance costs onnon-recourse debt
   (12,689 )    (18,295 )
Unamortized discount onnon-recourse debt
   (299 )    (400 )




TotalNon-Recourse Debt
   573,618    472,207
Capital Lease Obligations
   7,757    8,693
Other debt
   2,787    3,030




Total debt
   2,747,727    2,419,803
Current portion of capital lease obligations, long-term debt andnon-recourse debt
   (260,046 )    (238,065 )
Capital Lease Obligations, long-term portion
   (6,412 )    (7,431 )
Non-Recourse Debt, long-term portion
   (323,387 )    (238,842 )




Long-Term Debt
   $ 2,157,882    $ 1,935,465


	March 31, 2024			December 31, 2023
Exchange Credit Agreement
Tranche 1 Loans	$	791,480		$	791,480
Unamortized premium on tranche 1 loans		17,021			18,359
Unamortized debt issuance costs on tranche 1 loans		(16,417	)		(17,707	)
Tranche 2 Loans		115,232			115,232
Unamortized discount on tranche 2 loans		(1,060	)		(1,136	)
Unamortized debt issuance costs on tranche 2 loans		(2,482	)		(2,659	)
Revolver		—			-
Total Exchange Credit Agreement		903,774			903,569
10.500% Public Second Lien Notes due 2028
Notes Due in 2028		286,521			286,521
Unamortized discount		(12,827	)		(13,386	)
Unamortized debt issuance costs		(6,936	)		(7,237	)
Total 10.500% Public Second Lien Notes due 2028		266,758			265,898
9.500% Private Second Lien Notes due 2028
Notes Due in 2028		239,142			239,142
Unamortized discount		(19,121	)		(19,843	)
Unamortized debt issuance costs		(6,009	)		(6,236	)
Total 9.500% Private Second Lien Notes due 2028		214,012			213,063
6.50% Exchangeable Senior Notes:
Notes Due in 2026		230,000			230,000
Unamortized debt issuance costs		(4,100	)		(4,595	)
Total 6.50% Exchangeable Senior Notes Due in 2026		225,900			225,405
6.00% Senior Notes:
Notes Due in 2026		110,858			110,858
Unamortized debt issuance costs		(500	)		(557	)
Total 6.00% Senior Notes Due in 2026		110,358			110,301
5.875% Senior Notes:
Notes Due in 2024		—			23,253
Unamortized debt issuance costs		—			(44	)
Total 5.875% Senior Notes Due in 2024		—			23,209
Finance Lease Liabilities		1,102			1,280
Other debt, net of unamortized debt issuance costs		38,916			39,208
Total debt		1,760,820			1,781,933
Current portion of finance lease liabilities and long-term debt		(43,400	)		(55,882	)
Finance Lease Liabilities, long-term portion		(372	)		(549	)
Long-Term Debt	$	1,717,048		$	1,725,502

Senior Notes Offering and Credit Agreement

On April 18, 2024, the Company announced the closing of its previously announced private offering of $1.275 billion aggregate principal amount of senior notes ("Senior Notes Offering"), comprised of $650.0 million aggregate principal amount of 8.625% senior secured notes due 2029 and $625.0 million aggregate principal amount of 10.25% senior notes due 2031.

The Company also entered into a credit agreement, dated April 18, 2024 to, among other things, evidence and govern a first-lien senior secured revolving credit facility and the commitments thereunder, and a first-lien senior secured term loan facility. The aggregate principal amount of revolving credit commitments under the senior revolving credit facility is $310 million (including a $175 million letter of credit subfacility) and the aggregate principal amount of the senior secured term loan facility is $450.0 million.

The Company used the net proceeds of the senior notes offering, borrowings under the new term loan, and cash on hand to refinance approximately $1.5 billion of existing indebtedness, including to fund the repurchase, redemption or other discharge of the Company’s Tranche 1 Term Loan and Tranche 2 Term Loan under its prior senior credit facility, the 9.50% senior second lien secured notes due 2028, the 10.50% senior second lien secured notes due 2028, and the 6.00% senior notes due 2026, to pay related premiums,

transaction fees and expenses, and for general corporate purposes of the Company. Refer to Note 15 - Subsequent Events for further information.
6.50% Exchangeable Senior Notes
On May 6, 2024, the Company retired approximately $177 million in aggregate principal amount of its outstanding 6.50% Exchangeable Senior Notes for an exchange value of approximately $325 million. The consideration consisted of cash of approximately $177 million, using a combination of the net proceeds from the Senior Notes Offering and cash on hand, and 9,784,538 shares of GEO common stock. Refer to Note 15 - Subsequent Events for further information.
Exchange Offer
On August 19, 2022, the Company completed an exchange offer to exchange certain of its outstanding 5.125% Senior Notes due 2023, 5.875% Senior Notes due 2024, 6.00% Senior Notes due 2026 and certain revolving credit loans and term loans under its then existing senior secured credit facility into newly issued senior second lien secured notes and a new Exchange Credit Agreement (as defined below) as follows:
Amendment No. 4 and Amendment No. 5 to Existing Credit Agreement

In connection with the exchange offer, (i) the Company and GEO Corrections Holdings, Inc. (“Corrections”), as borrowers (the “Borrowers”), certain lenders (the “Consenting Lenders”) and BNP Paribas, as the then existing administrative agent (the “Existing Administrative Agent”) under the Company’s then existing senior secured credit agreement (the “Existing Credit Agreement”), entered into Amendment No. 4 to Third Amended and Restated Credit Agreement, dated as of August 19, 2022 (“Amendment No. 4”), and (ii) the Borrowers, certain subsidiaries of the Borrowers (the “Credit Facility Guarantors”), the Consenting Lenders, the Existing Administrative Agent, Alter Domus Products Corp., as the new administrative agent for the lenders under the amended existing credit agreement (in such capacity, the “Amended Credit Agreement Administrative Agent”), and Alter Domus Products Corp., as the administrative agent for the lenders under the Exchange Credit Agreement (in such capacity, the “Exchange Credit Agreement Administrative Agent”), entered into Amendment No. 5 to Third Amended and Restated Credit Agreement, dated as of August 19, 2022 (“Amendment No. 5,” and the Existing Credit Agreement as amended by Amendment No. 4 and Amendment No. 5, the “Amended Credit Agreement”).

~~On March 23, 2017,~~

Pursuant to Amendment No. 4, the Borrowers and the Consenting Lenders amended the Existing Credit Agreement to permit the consummation of the exchange offers and consent solicitations described herein. Pursuant to Amendment No. 5, (i) the Existing Administrative Agent was replaced as administrative agent under the Amended Credit Agreement with the Amended Credit Agreement Administrative Agent, (ii) the Borrowers and the Consenting Lenders agreed to amend the Existing Credit Agreement as set forth therein, (iii) the Company ~~executed a third amended and restated~~agreed to purchase the revolving credit ~~agreement by and among The GEO Group, Inc. and GEO Corrections Holdings, Inc., (“Corrections” and, together with The GEO Group, Inc.,~~commitments of certain Consenting Lenders under the “Borrowers”), the Australian Borrowers named therein, BNP Paribas, as Administrative Agent, and the lenders who are, or may from time to time become, a party thereto (the “Credit Agreement”). TheExisting Credit Agreement ~~refinances GEO’s prior $291.0 million~~and exchange such revolving credit commitments with revolving credit commitments under the Exchange Credit Agreement, (iv) certain Consenting Lenders holding such revolving credit commitments agreed to exchange their revolving credit loans and related obligations for cash, tranche 2 term ~~loan, reestablishes GEO’s ability~~loans under the Exchange Credit Agreement (“Tranche 2 Loans”) and tranche 3 term loans under the Exchange Credit Agreement (“Tranche 3 Loans”), (v) certain Consenting Lenders holding such revolving credit commitments agreed to ~~implement at~~assign their revolving credit loans and related obligations to certain other Consenting Lenders (who then agreed to exchange such assigned revolving credit loans and related obligations for tranche 1 term loans under the Exchange Credit Agreement (“Tranche 1 Loans”)) and exchange the remainder of such revolving credit loans and related obligations for cash, Tranche 2 Loans and/or Tranche 3 Loans, (vi) the Company agreed to purchase the term loans of certain Consenting Lenders under the Existing Credit Agreement and exchange such term loans with Tranche 1 Loans or a ~~later date an Australian Dollar Letter~~combination of ~~Credit Facility (the “Australian LC Facility”) providing for the issuance of financial~~Tranche 1 Loans and cash, and (vii) all letters of credit outstanding under the Existing Credit Agreement were deemed issued and ~~performance letters~~outstanding under the Exchange Credit Agreement and no longer outstanding under the Existing Credit Agreement.

After giving effect to Amendment No. 4 and Amendment No. 5 and the transactions described therein, approximately $87 million in aggregate principal amount of revolving credit commitments and approximately $102 million in aggregate principal amount of term loans remained outstanding under the Amended Credit Agreement. The Credit Facility Guarantors continued to guarantee the obligations in respect of the commitments and loans under the Amended Credit Agreement, and the collateral securing the Borrowers’ and the Credit Facility Guarantors’ obligations in respect of the commitments and loans under the Existing Credit Agreement prior to the effectiveness of the transactions (the “Common Collateral”) continued to secure the Borrower’s and the Credit Facility Guarantors’ obligations in respect of the commitments and loans under the Amended Credit Agreement after giving effect to the transactions. Revolving credit loans under the Amended Credit Agreement continued to bear interest at a per annum rate equal to LIBOR (with no LIBOR floor) plus 1.50% to 2.50%, and the Borrowers continued to pay a fee in respect of unused revolving commitments under the Amended Credit Agreement at a per annum rate of 0.25% to 0.30%, in each case ~~denominated in Australian Dollars up to AUD275 million, an increase from~~depending on the ~~prior AUD225 million Australian Dollar letter~~Company’s total leverage ratio as of ~~credit facility, and certain other modifications to~~ the ~~prior credit agreement. Loan costs of approximately $7.0 million were incurred and capitalized in connection with~~most recent determination date. Term loans under the ~~transaction.~~

~~The~~Amended Credit Agreement ~~evidences a credit facility (the “Credit Facility”) consisting of an $800 million term loan (the “Term Loan”) bearing~~continued to bear interest at a per annum rate equal to LIBOR ~~plus 2.25% (with~~(subject to a ~~LIBOR~~ floor of ~~0.75%~~0.75%)~~, and a $900 million~~ plus 2.00%. The revolving credit ~~facility (the “Revolver”) initially bearing interest at LIBOR plus 2.25% (with no LIBOR floor) together with AUD275 million available solely for~~ commitments under

the ~~issuance of financial letters of credit~~Amended Credit Agreement were scheduled to terminate on May 17, 2024, and ~~performance letters of credit, in each case denominated in Australian Dollars~~the term loans under the ~~Australian LC Facility. As of September 30, 2017, there were no letters of credit issued under the Australian LC Facility. Amounts to be borrowed by GEO under the~~Amended Credit Agreement ~~are subject to the satisfaction of customary conditions to borrowing. The Term Loan component is~~were scheduled to mature on March 23, 2024. The representations and warranties and affirmative and negative covenants in the Amended Credit Agreement were amended so that the representations and warranties and affirmative and negative covenants in the Exchange Credit Agreement were incorporated by reference into the Amended Credit Agreement. Subsequent to the transactions, the term loans were repaid in full.

New Exchange Credit Agreement

In connection with the exchange offer, the Borrowers, the Consenting Lenders and the Exchange Credit Agreement Administrative Agent entered into a Credit Agreement, dated as of August 19, 2022 (the “Exchange Credit Agreement”), to, among other things, evidence and govern the exchanged revolving credit ~~commitment component~~commitments (the “Exchange Revolving Credit Facility”), Tranche 1 Loans, Tranche 2 Loans and Tranche 3 Loans described above. On the transaction date, after giving effect to the transactions, the aggregate principal amount of revolving credit commitments under the Exchange Revolving Credit Facility was approximately $187 million (including a $175 million letter of credit subfacility), the aggregate principal amount of the Tranche 1 Loans was approximately $857 million, the aggregate principal amount of the Tranche 2 Loans was approximately $237 million and the aggregate principal amount of the Tranche 3 Loans was approximately $45 million.

Revolving credit loans under the Exchange Revolving Credit Facility bore interest at a per annum rate equal to Term Secured Overnight Financing Rate (“SOFR”) (subject to a 0.75% floor) plus between 2.25% and 3.25%, and the Borrowers were obligated to pay a fee in respect of unused revolving commitments under the Exchange Revolving Credit Facility at a per annum rate of 0.25% to 0.30%, in each case depending on the Company’s total leverage ratio as of the most recent determination date. Tranche 1 Loans bore interest at a per annum rate equal to Term SOFR (subject to a 0.75% floor) plus 7.125%, Tranche 2 Loans bore interest at a per annum rate equal to Term SOFR (subject to a 0.75% floor) plus 6.125% and Tranche 3 Loans bore interest at a per annum rate equal to Term SOFR (subject to a 0.75% floor) plus 2.00%. At any time after the earlier of (x) February 19, 2024, solely in the event that no 2023 Notes (defined below) or 2024 Notes (defined below) remain outstanding at such time, and (y) November 1, 2024, (i) if the Company’s first lien leverage ratio is less than 1.50:1.00 at such time, then the interest rate margin on Tranche 1 Loans and Tranche 2 Loans would be reduced by 0.25%, and (ii) if the Company has achieved a public corporate credit rating of at least B3 or B-, as applicable (in any case with a stable or better outlook), from any two of S&P, Moody’s and Fitch, then the interest rate margin on Tranche 1 Loans and Tranche 2 Loans would be reduced by 0.25%, resulting in a total reduction in the interest rate margin on Tranche 1 Loans and Tranche 2 Loans of 0.50% if both conditions set forth in clauses (i) and (ii) are satisfied. If, following any reduction in the interest rate margin in accordance with the previous sentence, the condition giving rise to such reduction is no longer satisfied as of the last day of the Company’s most recently ended fiscal quarter, such interest rate margin reduction will no longer apply unless and until such condition is satisfied again.

Loans under the Exchange Revolving Credit Facility could not be borrowed if, at the time of and immediately after giving pro forma effect to such extension of credit and any planned future expenditures entered into or expected to be made or payments on indebtedness required to be made, in each case within 60 days of such extension of credit, domestic unrestricted cash for the Company and its restricted subsidiaries exceeded $234 million. Tranche 1 Loans amortized at a rate of 1.25% per quarter, and Tranche 3 Loans amortized at a rate of 0.25% per quarter. Tranche 2 Loans were not subject to amortization. Mandatory prepayments of loans under the Exchange Credit Agreement were required in respect of certain casualty and asset sale proceeds, excess cash flow and domestic unrestricted cash in excess of $234 million as of the last day of any fiscal quarter, subject to certain thresholds and exceptions. Voluntary prepayments of Tranche 2 Loans, Tranche 3 Loans and loans under the Exchange Revolving Credit Facility were allowed to be made by the Borrowers at any time without premium or penalty (subject to reimbursement for customary breakage expenses). Voluntary prepayments of Tranche 1 Loans and any prepayments of Tranche 1 Loans required in connection with any acceleration of the maturity thereof required payment of a premium equal to (i) a customary “make whole” amount if made prior to the first anniversary of the Transaction Date, (ii) 3.00% of the principal amount prepaid or required to be prepaid if made on or after the first anniversary but prior to the second anniversary of the transaction date, and (iii) 2.00% of the principal amount prepaid or required to be prepaid if made on or after the second anniversary but prior to the third anniversary of the transaction date.

The revolving credit commitments under the Exchange Revolving Credit Facility were scheduled to terminate, and the Tranche 1 Loans and Tranche 2 Loans were scheduled to mature, in each case on the earliest of (i) March 23, 2027, and (ii) in the event that an aggregate principal amount equal to or greater than $100,000,000 of any Specified Senior Note (defined below) remains outstanding on the Springing Maturity Date (defined below) applicable thereto, such Springing Maturity Date, it being understood that Specified Senior Notes are not outstanding to the extent the Company or GEO Corrections Holdings, Inc., as applicable, shall have deposited or caused to be deposited funds into a customary irrevocable escrow in an amount sufficient to pay or redeem such Specified Senior Notes in full on the maturity date thereof, where “Specified Senior Notes” refers to each of the 2026 Notes and the Company’s 6.500% Exchangeable Senior Notes due 2026 (the “2026 Exchangeable Senior Notes”),and “Springing Maturity Date” means the date that is 91 days prior to the stated maturity date of the 2026 Notes or the 2026 Exchangeable Senior Notes, as applicable. The Tranche 3 Loans were scheduled to mature on ~~May 19, 2021; provided, that if on October 3, 2019 both the maturity dates of all term loans and incremental term loans have not been extended to a date that is 5~~¹⁄₂ ~~years after~~ March 23, ~~2017 or a later date, and~~2024. The Tranche 3 Loans were redeemed in full during the ~~senior secured leverage ratio exceeds 2.50 to 1.00, then the termination date will be October 3, 2019.~~ third quarter of 2022.

The Exchange Credit Agreement ~~also has an accordion feature of $450.0 million, subject to lender demand and prevailing market conditions and satisfying the relevant borrowing conditions.~~

~~The Credit Agreement contains~~contained certain customary representations and warranties, affirmative covenants and ~~certain customary~~negative covenants, ~~that restrict GEO’s~~including restrictions on the ability of the Company and its restricted subsidiaries to, among other things, (i) create, incur or assume any indebtedness, (ii) create, incur, assume or permit liens, (iii) make loans and investments, (iv) engage in mergers, acquisitions and asset sales, (v) make certain restricted payments, (vi) issue, sell or otherwise dispose of capital stock, (vii) engage in transactions with affiliates, (viii) ~~allow the total leverage ratio to exceed 6.25 to 1.00, allow the senior secured leverage ratio to exceed 3.50 to 1.00, or allow the interest coverage ratio to be less than 3.00 to 1.00, (ix)~~ cancel, forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value any senior notes, except as permitted, ~~(x) alter the business GEO conducts,~~(ix) engage in other businesses, except as permitted, and ~~(xi)~~(x) materially impair ~~GEO’s lenders’~~the security interests ~~in the collateral for its loans.~~

Events of default under the Credit Agreement include, but are not limited to, (i) GEO’s failure to pay principal or interest when due, (ii) GEO’s material breach of any representation or warranty, (iii) covenant defaults, (iv) liquidation, reorganization or other relief relating to bankruptcy or insolvency, (v) cross default under certain other material indebtedness, (vi) unsatisfied final judgments over a specified threshold, (vii) certain material environmental liability claims asserted against GEO, and (viii) a change in control.

~~All of~~securing the obligations under the Exchange Credit Agreement. The Exchange Credit Agreement ~~are unconditionally~~also contains certained financial covenants, including a maximum total leverage ratio covenant of 6.25:1.00, a maximum first lien leverage ratio covenant of 3.50:1.00, a minimum interest coverage ratio covenant of 1.50:1.00 and a cap of $55 million on the amount of unrestricted cash that the Company’s foreign subsidiaries may hold as of the last day of any fiscal quarter. In addition, the Exchange Credit Agreement restricted the Company from electing to be taxed as a real estate investment trust under the Internal Revenue Code. The Exchange Credit Agreement also contained certain customary events of default.

The Credit Facility Guarantors guaranteed the obligations in respect of the commitments and loans under the Exchange Credit Agreement. The obligations of the Borrowers and the Credit Facility Guarantors in respect of the Exchange Credit Agreement were secured by first-priority liens on the Common Collateral securing the obligations under the Amended Credit Agreement and, other than with respect to the Tranche 3 Loans, first-priority liens on certain ~~domestic subsidiaries~~additional assets of the Borrower and the Credit Facility Guarantors (the “Exclusive Collateral”), including real property interests with respect to which the Exchange Credit Agreement required the execution and delivery of a mortgage but with respect to which the Amended Credit Agreement did not. The rights of the secured parties under the Exchange Credit Agreement in respect of the Common Collateral were governed by a First Lien Pari Passu Intercreditor Agreement (the “First Lien Pari Passu Intercreditor Agreement”), dated as of August 19, 2022, among the Amended Credit Agreement Administrative Agent, the Exchange Credit Agreement Administrative Agent and each additional senior representative party thereto from time to time, and acknowledged by the Borrower and the Credit Facility Guarantors.

Refinancing Revolving Credit Commitments Amendment

On December 14, 2023, the Company entered into and closed on the Amendment by and among each of GEO and GEO Corrections Holdings, Inc., as the Borrowers, the other loan parties named therein, the lender parties thereto and Alter Domus Products Corp., as administrative agent, to its Credit Agreement. The Amendment refinanced all of GEO’s outstanding revolving credit facility commitments under the Exchange Credit Agreement and under the ~~related guarantees are secured by~~Existing Credit Agreement.

The Amendment provided for approximately $265 million in refinancing revolving credit commitments maturing on March 23, 2027. Prior to the Amendment, a perfected first-priority pledge of substantially all of GEO’s present and future tangible and intangible domestic assets and all present and future tangible and intangible domestic assets of each guarantor, including but not limited to a first-priority pledge of allportion of the ~~outstanding capital stock owned by GEO~~Company’s revolving credit commitments matured on May 17, 2024, and ~~each guarantor in their domestic subsidiaries.~~

~~The Australian Borrowers are wholly owned foreign subsidiaries of GEO. GEO has designated each~~the balance of the ~~Australian Borrowers as restricted subsidiaries under~~Company’s revolving credit commitments matured on March 23, 2027. The Amendment further provided that interest would accrue on outstanding revolving credit loans at a rate with a reference to GEO’s total leverage ratio. Revolving credit loans accruing interest at a SOFR based rate would accrue interest at the ~~Credit Agreement. However,~~term SOFR rate for the ~~Australian Borrowers are not obligated to pay or perform any obligations under~~applicable period plus 3.00% per annum. All other terms governing the ~~Credit Agreement other than their own obligations as Australian Borrowers under~~refinancing revolving credit commitments remained substantially consistent with those governing the ~~Credit Agreement. The Australian Borrowers do not pledge any of their assets to secure any obligations under the Credit Agreement.~~revolving credit commitments being refinanced.

~~On August 18, 2016, the Company executed a Letter of Offer by and among GEO and HSBC Bank Australia Limited (the “Letter of Offer”) providing for a bank guarantee line and bank guarantee/standbysub-facility~~ in an aggregate amount of AUD100 million, or $78.3 million, based on exchange rates in effect as of September 30, 2017 (collectively, the “Bank Guarantee Facility”). The Bank Guarantee Facility allows GEO to provide letters of credit to assure performance of certain obligations of its wholly owned subsidiary relating to its prison project in Ravenhall, located near Melbourne, Australia. The Bank Guarantee Facility is unsecured. The issuance of letters of credit under the Bank Guarantee Facility is subject to the satisfaction of the conditions precedent specified in the Letter of Offer. Letters of credit issued under the bank guarantee lines are due on demand and letters of credit issued under the bank guarantee/standby~~sub-facility~~ ~~cannot have a duration exceeding twelve months. The Bank Guarantee Facility may be terminated by HSBC Bank Australia Limited on 90 days written notice.~~ As of ~~September 30, 2017, there was AUD100 million in letters of credit issued under the Bank Guarantee Facility.~~

~~As of September 30, 2017,~~March 31, 2024, the Company had ~~approximately $796 million in aggregate borrowings outstanding under the Term Loan, approximately $246 million in~~no borrowings under ~~the Revolver,~~its revolver, and approximately ~~$65~~$74.2 million in letters of credit which left approximately ~~$589~~$190.8 million in additional borrowing capacity under the ~~Revolver.~~revolver. The weighted average interest rate on outstanding borrowings under the Credit Agreement as of ~~September 30, 2017~~March 31, 2024 was ~~3.5%~~12.08%.

~~6.00%~~

Redemption of Senior Notes due ~~2026~~2024

~~Interest on~~On February 9, 2024, the ~~6.00%~~Company delivered a notice of redemption for all of the remaining $23.8 million in outstanding aggregate principal amount of its 5.875% Senior Notes due ~~2026 accrues at~~2024. The redemption occurred on March 11, 2024 (the "Redemption Date"). The redemption price was equal to $1,000 per $1,000 original principal amount, plus any accrued and unpaid interest up to, but excluding the ~~stated rate. The Company pays interest semi-annually in arrears on April 15 and October 15 of each year. On or after April 15, 2019,~~Redemption Date. In February 2024 the Company ~~may, at its option, redeem all or part of~~deposited with the ~~6.00% Senior Notes due 2026 at~~trustee the redemption ~~prices set forth in the indenture governing the 6.00% Senior Notes due 2026. The indenture contains certain covenants, including limitations~~price, using available cash on hand, and ~~restrictions on the Company and its subsidiary guarantors. Refer to Note15-Condensed~~ ~~Consolidating Financial Information.~~

~~5.875% Senior Notes due 2024~~

Interest on the 5.875% Senior Notes due 2024 accrues at the stated rate. The Company pays interest semi-annually in arrears on April 15 and October 15 of each year. On or after October 15, 2019, the Company may, at its option, redeem all or part of the 5.875% Senior Notes due 2024 at the redemption prices set forth in the indenture governing the 5.875% Senior Notes due ~~2024.~~ 2024 has been satisfied and discharged.

6.00% Senior Notes due 2026

The ~~indenture contains~~Company exchanged $239.1 million principal amount of its 6.000% Senior Notes due 2026 for newly issued $239.1 million 9.500% Senior Second Lien Secured Notes maturing on December 31, 2028 ("New Private Notes"). After the transaction there was approximately $110.9 million remaining in outstanding principal on the 6.00% Senior Notes due 2026.

A description of the New Registered Notes and the New Private Notes is as follows:

Issuance of 10.500% Senior Second Lien Secured Notes due 2028

The Company issued $286.5 million aggregate principal amount of new registered notes ("New Registered Notes") pursuant to an Indenture, dated as of August 19, 2022 (the “Registered Notes Indenture”), among the Company, the guarantors named therein (the “Guarantors”) and Ankura Trust Company, LLC, as trustee and second lien collateral trustee (in such capacities, the “Trustee” and “Second Lien Collateral Trustee,” as applicable).

The New Registered Notes were initially fully and unconditionally guaranteed (collectively, the “Registered Notes Guarantees”) by each of the Company’s Restricted Subsidiaries (as defined in the Registered Notes Indenture) that has guaranteed its obligations under the Exchange Credit Agreement and could be guaranteed by additional subsidiaries as described in the Registered Notes Indenture.

The New Registered Notes and the Registered Notes Guarantees were secured on a second-priority basis by the same collateral (the “Collateral”) that secured the obligations under the Exchange Credit Agreement in accordance with the terms of the Registered Notes Indenture and the Second Lien Collateral Trust Agreement, dated as of August 19, 2022 (as amended, supplemented or otherwise modified, the “Second Lien Collateral Trust Agreement”), among the Company, the Guarantors, the Second Lien Collateral Trustee and the Trustee. The Second Lien Collateral Trust Agreement set forth therein the relative rights of the second-lien secured parties with respect to the Collateral and covering certain ~~covenants,~~other matters relating to the administration of security interests. The Second Lien Collateral Trust Agreement generally controlled substantially all matters related to the interest of the second-lien secured parties in the Collateral, including ~~limitations~~with respect to directing the Second Lien Collateral Trustee, distribution of proceeds and ~~restrictions on~~enforcement.

The New Registered Notes were also subject to the terms of the First Lien/Second Lien Intercreditor Agreement (the “First Lien/Second Lien Intercreditor Agreement”), dated August 19, 2022, among the Amended Credit Agreement Administrative Agent, the Exchange Credit Agreement Administrative Agent, each additional senior representative party thereto from time to time and the Second Lien Collateral Trustee and acknowledged by the Company and ~~its subsidiary guarantors. Refer~~the Guarantors, and, in connection with the exchange offers and consent solicitations, the Second Lien Collateral Trustee entered into the First Lien/Second Lien Intercreditor Agreement with respect to ~~Note15-Condensed~~ ~~Consolidating Financial Information.~~the New Registered Notes and the New Private Notes. The First Lien/Second Lien Intercreditor Agreement restricted the actions permitted to be taken by the Second Lien Collateral Trustee with respect to the Collateral on behalf of the holders of the New Registered Notes and the New Private Notes, and the Second Lien Collateral Trustee, on behalf of itself and the holders of the New Registered Notes and the New Private Notes, agreed to limit certain other rights with respect to the Collateral during any insolvency proceeding.

~~5.125% Senior~~

The New Registered Notes ~~due 2023~~

bore interest at a rate of 10.500% per year, accruing from August 19, 2022. Interest on the ~~5.125% Senior~~New Registered Notes ~~accrues at the stated rate. The Company pays interest semi-annually~~was payable semiannually in arrears on ~~April 1~~June 30 and ~~October 1~~December 31 of each ~~year. On~~year, beginning on December 31, 2022. The New Registered Notes were scheduled to mature on June 30, 2028, subject to earlier repurchase or redemption in accordance with the terms of the Registered Notes Indenture.

The Company was able to redeem some or all of the New Registered Notes at any time upon not less than 10 nor more than 60 days’ notice, at a price equal to (a) 103% of the principal amount of the New Registered Notes redeemed, if redeemed prior to August 19, 2023, (b) 102% of the principal amount of the New Registered Notes redeemed, if redeemed on or after ~~April 1, 2018, the Company may, at its option, redeem all or part~~August 19, 2023, but prior to August 19, 2024, (c) 101% of the ~~5.125% Senior~~principal amount of the New Registered Notes atredeemed, if redeemed on or after August 19, 2024, but prior to August 19, 2025 or (d) 100% of the principal amount of the New Registered Notes redeemed, if redeemed on or after August 19, 2025, in each case plus accrued and unpaid interest, if any, to, but not including, the redemption ~~prices~~date and a make-whole premium set forth in the ~~indenture governing~~Registered Notes Indenture. If the ~~5.125% Senior Notes.~~ Company had experienced certain change of control events, the Company would have been required to offer to repurchase the New Registered Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

The ~~indenture contains~~Registered Notes Indenture contained covenants that, among other things, restricted the Company’ ability and the ability of its restricted subsidiaries to incur certain ~~covenants, including limitations~~additional indebtedness and issue preferred stock, make certain dividend payments, distributions, investments and other restricted payments, sell certain assets, agree to any restrictions on the ability of its restricted subsidiaries to make payments to the Company, create certain liens, merge, consolidate or sell all or substantially all of their assets and ~~its subsidiary guarantors.~~enter into certain transactions with affiliates. These covenants were subject to a number of important exceptions and qualifications as described in the Registered Notes Indenture. The New Registered Notes were redeemed with the proceeds of the Senior Notes Offering on April 18, 2024. Refer to Note~~15-Condensed~~ ~~Consolidating Financial Information.~~ 15 - Subsequent Events for further information.

~~5.875%~~

Issuance of 9.500% Senior Second Lien Secured Notes due 2028
The Company issued $239.1 million aggregate principal amount of New Private Notes pursuant to an Indenture, dated as of August 19, 2022 (the “Private Notes Indenture”), among the Company, the Guarantors, the Trustee and the Second Lien Collateral Trustee.
The New Private Notes were initially fully and unconditionally guaranteed (collectively, the “Private Notes Guarantees”) by each of the Company’s Restricted Subsidiaries (as defined in the Registered Notes Indenture) that has guaranteed its obligations under the Exchange Credit Agreement and could be guaranteed by additional subsidiaries as described in the Registered Notes Indenture.
The New Private Notes and Private Notes Guarantees were subject to the terms of the Second Lien Collateral Trust Agreement and the First Lien/Second Lien Intercreditor Agreement described above on the same terms as the New Registered Notes.
The New Private Notes bore interest at a rate of 9.500% per year, accruing from August 19, 2022. Interest on the New Private Notes was payable semiannually in arrears on June 30 and December 31 of each year, beginning on December 31, 2022. The New Private Notes were scheduled to mature on December 31, 2028, subject to earlier repurchase or redemption in accordance with the terms of the Private Notes Indenture.
The Company was able redeem some or all of the New Private Notes at any time upon not less than 10 nor more than 60 days’ notice, at a price equal to (a) 103% of the principal amount of the New Private Notes redeemed, if redeemed prior to August 19, 2023, (b) 102% of the principal amount of the New Private Notes redeemed, if redeemed on or after August 19, 2023, but prior to August 19, 2024, (c) 101% of the principal amount of the New Private Notes redeemed, if redeemed on or after August 19, 2024, but prior to August 19, 2025 or (d) 100% of the principal amount of the New Private Notes redeemed, if redeemed on or after August 19, 2025, in each case plus accrued and unpaid interest, if any, to, but not including, the redemption date and a make-whole premium set forth in the Private Notes Indenture. If the Company had experienced certain change of control events, the Company would have been required to offer to repurchase the New Private Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.
The Private Notes Indenture contained covenants that, among other things, restricted the Company’s ability and the ability of its restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make certain dividend payments, distributions, investments and other restricted payments, sell certain assets, agree to any restrictions on the ability of its restricted subsidiaries to make payments to the Company, create certain liens, merge, consolidate or sell all or substantially all of their assets and enter into certain transactions with affiliates. These covenants were subject to a number of important exceptions and qualifications as described in the Private Notes Indenture. The New Private Notes were redeemed with the proceeds of the Senior Notes Offering on April 18, 2024. Refer to Note 15 - Subsequent Events for further information.

6.50% Exchangeable Senior Notes due ~~2022~~2026

On February 24, 2021, the Company’s wholly owned subsidiary, GEOCH, completed a private offering of $230 million aggregate principal amount of Convertible Notes which included the full exercise of the initial purchasers’ over-allotment option to purchase an additional $30 million aggregate principal amount of Convertible Notes. The Convertible Notes will mature on February 23, 2026, unless earlier repurchased or exchanged. The Convertible Notes bear interest at the rate of 6.50% per year plus an additional amount based on the dividends paid by the Company on its common stock, $0.01 par value per share. Interest on the ~~5.875%~~notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2021.

Subject to certain restrictions on share ownership and transfer, holders may exchange the notes at their option prior to the close of business on the business day immediately preceding November 25, 2025, but only under the following circumstances: (1) during the five consecutive business day period after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of such measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the exchange rate for the notes on each such trading day; or (2) upon the occurrence of certain specified corporate events. On or after November 25, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date of the notes, holders may exchange their notes at any time, regardless of the foregoing circumstances. Upon exchange of a note, GEO will pay or deliver, as the case may be, cash or a combination of cash and shares of the Company’s common stock. As of March 31, 2024, conditions had not been met to exchange the notes.

Upon conversion, the Company will pay or deliver, as the case may be, cash or a combination of cash and shares of common stock. The initial conversion rate is 108.4011 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $9.225 per share of common stock). The conversion rate will be subject to adjustment in certain events. If the Company or GEOCH undergoes a fundamental change, holders may require GEOCH to purchase the notes in

whole or in part for cash at a fundamental change purchase price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.

The Company used the net proceeds from this offering, including the exercise in full of the initial purchasers' over-allotment option to fund the redemption of the then outstanding amount of approximately $194.0 million of the Company’s 5.875% Senior Notes due 2022, ~~accrues at~~to re-purchase additional senior notes and used remaining net proceeds to pay related transaction fees and expenses, and for general corporate purposes of the ~~stated rate.~~ Company.

The ~~Company pays interest semi-annually~~notes were offered in ~~arrears on January 15~~the United States only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and ~~July 15~~outside of ~~each year. On~~the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Neither the notes nor any of the shares of the Company’s common stock issuable upon exchange of the notes, if any, have been, or ~~after January 15, 2017,~~will be, registered under the Securities Act and, unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements under the Securities Act.

Because the Company ~~may, at its option, redeem all or part~~currently intends to settle conversions by paying cash up to the principal amount of the ~~5.875%~~Convertible Notes, with any excess conversion value settled in shares of common stock, the Convertible Notes are being accounted for using the net settlement method (or treasury stock-type method) for the purposes of calculating diluted earnings per share. Using this method, the denominator will be affected when the average share price of the Company's common stock for a given period is greater than the conversion price of approximately $9.225 per share. There was a dilutive impact for the three months ended March 31, 2024 and 2023, refer to Note 8- Earnings Per Share for further information.

On May 6, 2024, the Company exchanged approximately $177 million of aggregate principal amount of its outstanding 6.50% Exchangeable Senior Notes ~~due 2022 at the redemption prices set forth in the indenture governing the 5.875% Senior Notes due 2022.~~for an exchange value of approximately $325 million. The ~~indenture contains certain covenants, including limitations~~consideration consisted of cash and ~~restrictions on the Company and its subsidiary guarantors.~~shares of GEO common stock. Refer to Note~~15-Condensed~~ ~~Consolidating Financial Information.~~

15 - Subsequent Events for further information.

~~Non-Recourse~~ ~~Debt~~Other

~~Northwest Detention Center~~

~~The remaining balance~~In August of the original debt service requirement under the $54.4 million note payable (“2011 Revenue Bonds”) to WEDFA will mature in October 2021 with fixed coupon rates of 5.25%, is $36.7 million, of which $6.7 million is classified as current in the accompanying consolidated balance sheet as of September��30, 2017. The payment of principal and interest on the 2011 Revenue Bonds issued by WEDFA is~~non-recourse~~ ~~to GEO.~~

As of September 30, 2017, included in current restricted cash and investments is $8.4 million of funds held in trust for debt service and other reserves with respect to the above mentioned note payable to WEDFA.

~~Australia - Fulham~~

~~At December 31, 2016, thenon-recourse~~ ~~obligation of the Company totaled $2.6 million (AUD 3.6 million), based on the exchange rates in effect at December 31, 2016. The term of thenon-recourse~~ debt was through 2017 and it bore interest at a variable rate quoted by certain Australian banks plus 140 basis points. Any obligations or liabilities of the subsidiary were matched by a similar or corresponding commitment from the government of the State of Victoria. During the nine months ended September 30, 2017, the remaining balance was paid in full.

~~Australia - Ravenhall~~

~~In connection with a new design and build prison project agreement with the State,~~2019, the Company entered into ~~a syndicated facility agreement (the “Construction Facility”) with National Australia Bank Limited to provide debt financing for construction~~two identical Notes in the aggregate amount of $38.9 million which are secured by loan agreements and mortgage and security agreements on certain real property and improvements. The terms of the ~~project.~~Notes are through September 1, 2034 and bear interest at LIBOR plus 200 basis points and are payable in monthly installments plus interest. The ~~Construction Facility provides~~Company has entered into interest rate swap agreements to fix the interest rate to 4.22%. Included in the balance at March 31, 2024 is $0.5 million of deferred loan costs incurred in the transaction. Refer to Note 9 - Derivative Financial Instruments for~~non-recourse~~ ~~funding up~~ further information.

The Company was in compliance with its debt covenants at March 31, 2024.

Guarantees

Australia

The Company has entered into a guarantee in connection with the operating performance of a facility in Australia. The obligation amounted to approximately AUD ~~791.0~~53 million, or ~~approximately $619.7~~$34.6 million, based on exchange rates as of September 30, 2017. Construction draws are funded throughout the project according to a fixed utilization schedule as defined in the syndicated facility agreement. The term of the Construction Facility is through October 2019 and bears interest at a variable rate quoted by certain Australian banks plus 200 basis points. The project is being developed under a public-private partnership financing structure with a capital contribution from the Company, which was made in January 2017, of approximately AUD115 million, or $90.1 million, based on exchange rates as of September 30, 2017. After October 2019, the Construction Facility will be converted to a term loan with payments due quarterly beginning in 2019 through 2041. In accordance with the terms of the Construction Facility, upon completion and commercial acceptance of the prison, in accordance with the prison contract, the State will make a lump sum payment of AUD310 million, or approximately $243 million, based on exchange rates as of September 30, 2017, towards a portion of the outstanding principal. The remaining outstanding principal balance will be repaid over the term of the operating agreement. March 31, 2024.

As of ~~September 30, 2017, approximately $550 million was outstanding under the Construction Facility. The Company also entered into interest rate swap and interest rate cap agreements related to itsnon-recourse~~ ~~debt in connection with the project. Refer to Note 9 - Derivative Financial Instruments.~~

~~Guarantees~~

~~Australia~~

The Company has entered into certain guarantees in connection with the financing and construction performance of a facility in Australia. The obligations amounted to approximately AUD 100.0 million, or $78.3 million, based on exchange rates as of September 30, 2017. These guarantees are secured by outstanding letters of credit under the Company’s Revolver as of September 30, 2017.

~~At September 30, 2017,~~March 31, 2024, the Company also had ~~ten~~five other letters of credit outstanding under separate international facilities relating to performance guarantees of its Australian subsidiary totaling ~~$15.9 million.~~

~~South Africa~~

In connection with the creation of South African Custodial Services Pty. Limited (“SACS”), the Company entered into certain guarantees related to the financing, construction and operation of the prison. As of September 30, 2017, the Company guaranteed obligations amounting to 2.4 million South African Rand, or $0.2$8.6 million, based on exchange rates as of September 30, 2017. In the event SACS is unable to maintain the required funding in a rectification account maintained for the payment of certain costs in the event of contract termination, a previously existing guarantee by the Company for the shortfall will need to be~~re-instated.~~ ~~The remaining guarantee of 2.4 million South African Rand is secured by outstanding letters of credit under the Company’s Revolver as of September 30, 2017.~~

March 31, 2024.

In addition to the above, the Company has also agreed to provide a loan, if required, of up to 20 million South African Rand, or $1.5 million based on exchange rates as of September 30, 2017, referred to as the Shareholder’s Loan, to SACS for the purpose of financing SACS’ obligations under its contract with the South African government. No amounts have been funded under the standby facility, and the Company does not currently anticipate that such funding will be required by SACS in the future. The Company’s obligations under the Shareholder’s Loan expire upon the earlier of full funding or SACS’s release from its obligations under its debt agreements. SACS’ ability to draw on the Shareholder’s Loan is limited to certain circumstances, including termination of the contract.

The Company has also guaranteed certain obligations of SACS to the security trustee for SACS’ lenders. The Company secured its guarantee to the security trustee by ceding its rights to claims against SACS in respect of any loans or other finance agreements, and by pledging the Company’s shares in SACS. The Company’s liability under the guarantee is limited to the cession and pledge of shares. The guarantee expires upon expiration of the cession and pledge agreements.

~~Canada~~

In connection with a design, build, finance and maintenance contract for a facility in Canada, the Company as trustee guaranteed certain potential tax obligations of an unrelated trust that owns the faciltiy. The potential estimated exposure of these obligations was Canadian Dollar 1.4 million as of June 30, 2017. During the third quarter of 2017, the Company, with the assistance of Canadian tax counsel, completed an analysis and determined that any future tax exposure would be remote and therefore, the liability was derecognized as of September 30, 2017. The Company maintains the facility but does not currently operate or manage it.

~~United Kingdom~~

In connection with the creation of GEOAmey, the Company and its joint venture partner guarantee the availability of working capital in equal proportion to ensure that GEOAmey can comply with current and future contractual commitments related to the performance of its operations. The Company and the 50% joint venture partner have each extended a £12 million line of credit, or $16.1 million, based on exchange rates as of September 30, 2017, of which £2.5 million, or $3.4 million, based on exchange rates as of September 30, 2017, was outstanding as of September 30, 2017 to each joint venture partner. The Company’s maximum exposure relative to the joint venture is its note receivable of approximately $3.4 million, which is included in Other~~Non-Current~~ ~~Assets in the accompanying consolidated balance sheets, and future financial support necessary to guarantee performance under the contract.~~

Except as discussed above, the Company does not have any ~~off balance~~off-balance sheet arrangements.

11. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

Litigation, Claims and Assessments

Shareholder and Derivative Litigation

On ~~August 25, 2016,~~July 7, 2020, a ~~purported~~putative shareholder class action lawsuit was filed against the Company and its ~~Chief Executive Officer,~~officers George C. Zoley ~~(“Mr. Zoley”),~~ and ~~its Chief Financial Officer,~~ Brian R. Evans ~~(“Mr. Evans”),~~ in the ~~United States~~U.S. District Court for the Southern District of Florida. The ~~complaint~~parties resolved this matter following mediation for a payment to a settlement class of $3 million paid by the Company's insurance carrier. On November 17, 2023, the court entered a Final

Judgment and Order of Dismissal with Prejudice approving the settlement. After the putative shareholder class action lawsuit was filed, three related putative shareholder derivative actions were also filed. These cases generally allege breaches of fiduciary duties premised on alleged ~~that the Company and Messrs. Zoley and Evans made~~materially false and misleading statements ~~regarding~~and/or omissions related to pending litigation, as alleged in the ~~Company’s business, operational~~shareholder class action. First, on July 1, 2021, a putative shareholder derivative complaint was filed by Anning Fang, a purported stockholder, in Palm Beach County, Florida Circuit Court against the Company, as well as current and ~~compliance policies. The lawsuit alleged that it~~former Company directors and officers George C. Zoley, Jose Gordo, Brian R. Evans, Ann M. Schlarb, Richard H. Glanton, Anne N. Foreman, Christopher C. Wheeler, Julie M. Wood, Guido van Hauwermeiren, Scott M. Kernan, and Duane Helkowski (collectively, the “State-Court Defendants”). Second, on November 12, 2021, a putative shareholder derivative complaint was ~~brought~~filed by ~~John~~Rui Zhang, a purported stockholder, in the U.S. District Court for the Southern District of Florida against the Company, the State-Court Defendants, as well as then current and former Company officers David Venturella and J. ~~Mulvaney individually and~~David Donahue (collectively, the “Derivative Defendants”). Third, on ~~behalf~~August 24, 2022, a putative stockholder derivative complaint was filed by Gerardo Maldonado Jr., a purported stockholder, in the U.S. District Court for the Southern District of a class consisting of all persons other than the defendants who purchased or otherwise acquired the Company’s securities during the alleged class period between March 1, 2012 through and including August 17, 2016. The complaint alleged thatFlorida against the Company and ~~Messrs. Zoley~~the Derivative Defendants. The state-court Fang complaint alleges breach of fiduciary duty and ~~Evans~~unjust enrichment claims against the State-Court Defendants relating to purported healthcare and quality of care deficiencies, an allegedly inadequate response to the COVID-19 pandemic, alleged forced labor by detainees, and alleged exposure to pending litigation, which purportedly led to damage to GEO. The Zhang and Maldonado federal-court complaints make similar allegations of breach of fiduciary duty as to the Derivative Defendants, assert claims for unjust enrichment and waste of corporate assets, and also allege that the Derivative Defendants violated Section 10(b) of the ~~Securities~~ Exchange Act, ~~of 1934, as amended (the “Exchange Act”),~~ and Rule10b-5 promulgated thereunder and that Mr. Zoley contributed to alleged ~~that Messrs. Zoley~~violations of Sections 10(b) and ~~Evans violated Section 20(a)~~21D of the Exchange Act. ~~On December 21, 2016,~~The three putative shareholder derivative cases are currently stayed. Following mediation, the ~~appointed lead plaintiffs filed~~Zhang parties reached an ~~Amended Class Action Complaint, which reasserted the~~agreement to resolve all derivative claims ~~against~~with the Company ~~and Messrs. Zoley and Evans, and asserted new claims for alleged false and misleading statements in violation of Section 20(a) of~~agreeing to adopt certain corporate governance policies. On April 16, 2024, the Exchange Act against the Company’s former Senior Vice President, GEO Detention & Corrections Services, John Hurley (“Mr. Hurley”) and the Company’s Senior Vice President and President, GEO Corrections & Detention, David Donahue (“Mr. Donahue”). The amended complaint sought damages, interest, attorneys’ fees, expert fees, other costs, and such other relief as the Zhang court ~~may deem proper. On February 23, 2017, the Court~~ entered an order ~~granting~~preliminarily approving the ~~Company’s motion to dismiss the Amended Class Action Complaint. On March 17, 2017, the case was dismissed with prejudice and resulted in no liability to the Company.~~

settlement.

On February 8, 2017, the Attorney General of the State of Mississippi filed a lawsuit in the Circuit Court for the First Judicial District of Hinds County, Mississippi against the Company, Cornell Companies, Inc., a subsidiary of the Company, Christopher B. Epps, the former Commissioner of the Mississippi Department of Corrections, and Cecil McCrory, a former consultant of the Company. The complaint alleges several statutory and common law claims, including violations of various public servant statutes, racketeering activity, antitrust law, civil conspiracy, unjust enrichment and fraud. The complaint seeks compensatory damages, punitive damages, exemplary damages, forfeiture of all money received by the defendants, restitution, interest, attorneys’ fees, other costs, and such other expenses or damages as the court may deem proper. The complaint claims that between 2007 and 2014, the Company and Cornell Companies, Inc. received approximately $256 million in proceeds from public contracts paid for by the State of Mississippi. The Company intends to take all necessary steps to vigorously defend itself and Cornell Companies, Inc. The Company has not recorded an accrual relating to this matter at this time, as a loss is not considered probable nor reasonably estimable at this preliminary stage of the lawsuit.
Immigration Detainee Litigation

~~On October 22, 2014, nine current and former civil~~

Civil immigration detainees ~~who were detained~~ at the Aurora ~~Immigration Detention~~ICE Processing Center filed a ~~purported~~ class action lawsuit on October 22, 2014, against the Company in the ~~United States~~U.S. District Court for the District of ~~Colorado (the “Court”).~~Colorado. The complaint ~~alleged~~alleges that the Company was in violation of the Colorado Minimum ~~Wages of Workers~~Wage Act ("CMWA") and the Federal Trafficking Victims Protection Act ~~and claimed~~(“TVPA”). The complaint also claims that the Company was unjustly enriched ~~as a result of~~based on the level of payment ~~that~~ the detainees received for work performed in a Voluntary Work Program ("VWP") the Company is required to implement at the facility ~~even though~~under the ~~voluntary work program as well as the wage rates and standards associated~~terms of its contract with the ~~program that are at issue in this case are authorized by the Federal government under guidelines approved by the United States Congress.~~federal government. On July 6, 2015, the ~~Court granted the Company’s motion to dismiss the claim against the Company~~court found that detainees were not employees under the ~~Colorado Minimum Wages of Workers Act but otherwise denied the Company’s motion to dismiss.~~CMWA and dismissed this claim. On February 27, 2017, the ~~Court~~court granted the ~~plaintiffs’~~plaintiffs' motion for class ~~certification.~~certification on the TVPA and unjust enrichment claims. The ~~Court ordered the parties to file a revised Proposed Stipulated Scheduling and Discovery Order by March 27, 2017 to proceed with the case. On March 13, 2017, GEO filed for permission to appeal this~~plaintiffs' class certification order directly to the 10th Circuit Court of Appeal. On April 11, 2017, the 10th Circuit Court of Appeal granted GEO’s petition to hear the case. As a result, GEO has filed a motion to stay the proceedings in the trial court. Fact discovery in the case has not yet begun. The plaintiffs seekseeks actual damages, compensatory damages, exemplary damages, punitive damages, restitution, attorneys’ fees and costs, and such other relief as the ~~Court~~court may deem proper. On October 18, 2022, the court issued an order granting plaintiffs’ motion for summary judgment on the Company’s affirmative defenses, denying the Company’s motion for summary judgment, motion to dismiss, and motion for decertification of the class, narrowing the class period for plaintiffs’ TVPA claims, and otherwise ruling against the Company’s motions for relief. All trial dates are currently stayed by court order pending appeal of certain of GEO's defenses to the 10th Circuit Court of Appeal. Oral argument before the 10th Circuit was held on September 18, 2023.

Since the Colorado suit was initially filed, four similar lawsuits have been filed - two in Washington State and two in California.

The first of the two Washington State lawsuits was filed on September 26, 2017, by immigration detainees against the Company in the U.S. District Court for the Western District of Washington. The second lawsuit was filed on September 20, 2017, by the State Attorney General against the Company in the Superior Court of the State of Washington for Pierce County, which the Company removed to the U.S. District Court for the Western District of Washington on October 9, 2017. The plaintiffs claimed that Washington minimum wage laws should be enforced with respect to detainees who volunteer to participate in a VWP administered by GEO at the Northwest ICE Processing Center (the "Center") as required by the U.S. Department of Homeland Security under the terms of GEO’s contract. The Center houses persons in the custody of federal immigration authorities while the federal government is determining their immigration status. In October 2021, an unfavorable jury verdict and court judgment resulting in a combined $23.2 million judgment entered against the Company in the retrial of the two cases, which judgment amounts were subsequently increased by a further award against the Company of attorney’s fees, costs, and pre-judgment interest in the amount of $14.4 million. Post-judgment interest is accruing on these judgments in accordance with Washington law. The trial court has waived the necessity to post a supersedeas bond for the combined judgments and has stayed enforcement of the verdict and judgments while GEO’s appeal to the U.S. Court of Appeals for the Ninth Circuit is pending. Oral argument before the Ninth Circuit was held on October 6, 2022. On March 7, 2023, the Ninth Circuit certified certain state law questions to the Washington Supreme Court. Oral argument before the Washington Supreme Court was held on October 17, 2023. On December 21, 2023, the Washington Supreme Court issued an opinion answering the questions certified by the Ninth Circuit. Under the Ninth Circuit’s March 7, 2023 order certifying the above questions to the Washington Supreme Court, the Ninth Circuit has resumed control and jurisdiction over the Washington State lawsuits. On February 21, 2024, the United States Department of Justice filed its Brief for the United States as Amicus Curiae in Support of GEO, arguing that the Washington State judgments should be reversed because the Supremacy Clause precludes application of the

Washington Minimum Wage Statute to work programs for federal detainees. In its Brief, the Department of Justice asserts that application of the Washington law independently contravenes intergovernmental immunity because it would make federal detainees subject to provisions that do not apply, and never have applied, to persons in state custody, singling out a contractor with the federal government for obligations Washington does not itself bear. The Department of Justice also contends that the immigration statutory structure approved by Congress does not contemplate a role for states or state law in governing the Voluntary Work Program for federal detainees.

In California, a class action lawsuit was filed on December 19, 2017, by immigration detainees against the Company in the U.S. District Court Eastern Division of the Central District of California. The California lawsuit alleges violations of the state’s minimum wage laws, violations of the TVPA and California's equivalent state statute, unjust enrichment, unfair competition and retaliation. The California court has certified a class of individuals who have been civilly detained at the Company's Adelanto Facility from December 19, 2014, until the date of final judgment. On March 31, 2022, the court entered a stay until the Ninth Circuit rules on the Washington State lawsuits.

Current and former detainees of the Mesa Verde ICE Processing Center and the Golden State Annex ICE Processing Center filed a class action lawsuit on July 13, 2022, against the Company in the U.S. District Court for the Eastern District of California, Fresno Division. This lawsuit is similar to the cases in Colorado, Washington State, and California discussed above. The complaint alleges that federal detainees who volunteer to participate in the VWP at GEO’s Mesa Verde and Golden State Annex ICE facilities are employees of GEO and entitled to the state’s minimum wage. Plaintiffs also make claims for unfair competition, unjust enrichment, human trafficking, forced labor, California's Private Attorneys General Act and retaliation. GEO filed both a motion to stay the action pending the Ninth Circuit's decision in the Washington State lawsuits and a motion to dismiss the action in its entirety. On July 10, 2023, the court entered a stay until the Ninth Circuit rules on the Washington State lawsuits.

GEO believes it operates the VWP in full compliance with its contract with ICE and all applicable laws, regulations, and standards. GEO strongly disputes the claims made in these lawsuits, and intends to take all necessary steps to vigorously defend itself ~~and has consistently refuted the allegations and claims in the lawsuit. The Company~~from these lawsuits. GEO has not recorded ~~an accrual~~any accruals relating to ~~this matter~~these lawsuits at this time as ~~a loss is~~losses are not considered ~~probable nor reasonably estimable at this stage~~probable.

Challenges to State Legislation that Conflict with Federal Contracts

On July 13, 2023, the Company filed a lawsuit in the U.S. District Court for the Western District of Washington against the State of Washington for declaratory and injunctive relief challenging the State of Washington’s newly enacted law – House Bill 1470. House Bill 1470 purports to empower state agencies with new rule making, inspection, investigation, and testing powers over the Northwest ICE Processing Center. House Bill 1470 also creates a statutory regime of civil penalties applicable to private detention facilities for violations of House Bill 1470 detention standards, and purports to create a private right of action for detainees aggrieved by violations of the ~~lawsuit. If~~statute. On March 8, 2024, the U.S. District Court for the Western District of Washington entered an order preliminarily enjoining the enforcement of House Bill 1470 against GEO as the operator of the Northwest ICE Processing Center. On April 29, 2024, the State of Washington filed a Notice of Appeal of the order preliminarily enjoining the enforcement of House Bill 1470.

On April 15, 2024, the Company ~~had~~filed a lawsuit in the U.S. District Court for the District of New Jersey against the State of New Jersey for declaratory and injunctive relief challenging the State of New Jersey’s Assembly Bill 5207 – that purports to ~~change~~prohibit the ~~level~~operation of ~~compensation under~~"private detention facilities" in the ~~voluntary work program, or~~state, which would prevent the United States from using privately contracted detention facilities to ~~substitute employee work~~house detainees in the custody of ICE. On April 25, 2024, the U.S. District Court for ~~voluntary work, this could increase costs~~the District of ~~operating these facilities.~~New Jersey entered an order preliminarily enjoining the State of New Jersey from enforcingAssembly Bill 5207 against a private detention facility-including any owned by Plaintiff GEO-until a further Order of the Court.

Other Litigation

The nature of the ~~Company’s~~Company's business also exposes it to various ~~types of third-party~~other legal claims or litigation, ~~against the Company,~~ including, but not limited to, civil rights claims relating to conditions of confinement and/or mistreatment, sexual misconduct claims brought by ~~prisoners or detainees,~~individuals in its care, medical malpractice claims, claims related to deaths in custody, product liability claims, intellectual property infringement claims, claims relating to employment matters (including, but not limited to, employment discrimination claims, union grievances and wage and hour claims), property loss claims, environmental claims, automobile liability claims, indemnification claims by its customers and other ~~third parties,~~third-parties, contractual claims and claims for personal injury or other damages resulting from contact with the ~~Company’s~~Company's facilities, programs, electronic monitoring products, personnel or ~~prisoners,~~detainees, including damages arising from ~~a prisoner’s~~the escape of an individual in its care or from a disturbance or riot at a facility. ~~The Company does not expect~~Legal proceedings with respect to our facilities are unpredictable and, where material, can cause adverse effects, such as prompting modification or even termination of the ~~outcome of any pending claims or legal proceedings to have a material adverse effect on its financial condition, results of operations or cash flows.~~

underlying facility management contracts.

Other Assessment

A statenon-income tax audit completed in 2016 included tax periods for which the state tax authority had ~~a number of years ago~~previously processed a substantial tax refund. At the completion of the audit fieldwork, the Company received a notice of audit findings disallowing deductions that were previously claimed by the Company that was approved by the state tax authority and served as the basis for the approved refund claim. In early January 2017, the Company received a formal Notice of Assessment of Taxes and Demand for Payment from the taxing authority disallowing the deductions. The total tax, penalty and interest ~~assessed~~related to the assessment is approximately ~~$19.6~~$21.3 million. The Company ~~has filed an~~appealed the administrative ~~protest and~~ruling. In February 2024, the Company received notice that the New Mexico Court of Appeals had ruled against its appeal. The Company appealed this ruling to the New Mexico Supreme Court by timely filing a Petition for Writ of Certiorari on April 19, 2024. The Company disagrees with the assessment and ~~intends~~will continue to take all necessary steps to vigorously defend its position. The Company has established ~~a reserve~~an estimated liability based on its estimate of the most probable loss based on the facts and circumstances known to date and the advice of outside counsel in connection with this matter.

~~Commitments~~

Accruals for Legal Proceedings

The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. However, the results of these claims or proceedings cannot be predicted with certainty, and an unfavorable resolution of one or more of these claims or proceedings could have a material adverse effect on the Company's financial condition, results of operations or cash flows, including the modification or loss of one or more facility management contracts, or could result in a material impairment of the Company’s assets. The Company's accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. The Company generally does not accrue for anticipated legal fees and costs but expenses those items as incurred.

Commitments

The Company currently has contractual commitments for a number of projects using Company financing. The Company’s management estimates that the cost of these existing active capital projects will be approximately ~~$243.9~~$45.6 million of which ~~$82.6~~$22.7 million was spent through the first ~~nine~~three months of ~~2017.~~2024. The Company estimates the remaining capital requirements related to these capital projects will be ~~$161.3~~$22.9 million which will be spent through ~~2018.~~the remainder of 2024.

Idle Facilities

As of ~~September 30, 2017,~~March 31, 2024, the Company iswas marketing ~~approximately 5,400 vacant beds at five~~ten of its idle facilities to potential customers. One of the facilities, Cheyenne Mountain Recovery Center, is under a contract which has yet to be activated. The carrying values of these idle facilities ~~which~~ are included in Property and Equipment ~~Net~~ in the accompanying consolidated balance ~~sheets, totaled $137.3 million as~~sheets. The following table summarizes each of ~~September 30, 2017,~~the idled facilities and their respective carrying values, excluding equipment and other assets that can be easily transferred for use at other facilities. There was no indication of impairment related to the ~~Company’s~~Company's idle facilities ~~at September 30, 2017.~~as of March 31, 2024.


						Secure Services		Reentry Services		Total
		Secure Services		Reentry Services		Net Carrying Value		Net Carrying Value		Net Carrying Value
Facility	Year Idled	Design Capacity (beds)		Design Capacity (beds)		March 31, 2024		March 31, 2024		March 31, 2024
D. Ray James Correctional Facility	2021		1,900		—		49,292		—		49,292
Northlake Correctional Facility	2022		1,800		—		73,591		—		73,591
Rivers Correctional Facility	2021		1,450		—		35,815		—		35,815
Big Spring Correctional Facility	2021		1,732		—		29,492		—		29,492
Flightline Correctional Facility	2021		1,800		—		33,311		—		33,311
McFarland Female Community Reentry Facility	2020		-		300		-		10,227		10,227
Hector Garza Center	2020		-		139		-		4,382		4,382
Cheyenne Mountain Recovery Center	2020		750		—		17,360		—		17,360
Delaney Hall	2023		1,200		-		25,819		-		25,819
Coleman Hall	2017		—		350		—		7,270		7,270
Total			10,632		789	$	264,680	$	21,879	$	286,559

12. BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION

Operating and Reporting Segments

The Company conducts its business through four reportable business segments: the U.S. ~~Corrections & Detention~~Secure Services segment; the ~~GEO Care~~Electronic Monitoring and Supervision Services segment; the ~~International~~Reentry Services segment; and the ~~Facility Construction & Design~~International Services segment. The ~~Company’s~~Company has identified these four reportable segments to reflect the current view that the Company operates four distinct business lines, each of which constitutes a material part of its overall business.

The U.S. Secure Services segment primarily encompasses U.S.-based secure services business. The Electronic Monitoring and Supervision Services segment, which conducts its services in the United States, represents technology and services provided to adults for monitoring services for community-based parolees, probationers, and pretrial defendants. The Reentry Services segment, which conducts its services in the United States represents evidence-based supervision and treatment programs provided to adults for residential and non-residential treatment, educational and community-based programs, pre-release and half-way house programs. The International Services segment primarily consists of secure services operations in South Africa and Australia. Segment disclosures below (in thousands) reflect the results of continuing operations. All transactions between segments are eliminated.

The Company's segment revenues from external customers and a measure of segment profit are as follows (in thousands):

   Three Months Ended    Nine Months Ended
   September 30,
2017    September 30,
2016    September 30,
2017    September 30,
2016
Revenues:

U.S. Corrections & Detention
   $ 365,071    $ 344,452    $ 1,073,840    $ 1,024,395
GEO Care
   134,610    99,779    377,740    289,722
International Services
   45,641    40,416    130,261    116,468
Facility Construction & Design (1)
   21,437    69,729    112,602    182,326








Total revenues
   $ 566,759    $ 554,376    $ 1,694,443    $ 1,612,911








Operating income (loss) from segments:

U.S. Corrections & Detention
   $ 77,551    $ 77,865    $ 224,838    $ 220,292
GEO Care
   31,293    30,007    94,062    80,558
International Services
   3,410    1,866    8,413    4,702
Facility Construction & Design (1)
   (278 )    196    (1,620 )    471








Operating income from segments
   $ 111,976    $ 109,934    $ 325,693    $ 306,023


	Three Months Ended
	March 31, 2024			March 31, 2023
Revenues:
U.S. Secure Services	$	400,940		$	365,957
Electronic Monitoring and Supervision Services		86,784			132,640
Reentry Services		67,830			64,223
International Services		50,118			45,389
Total revenues	$	605,672		$	608,209
Operating income from segments:
U.S. Secure Services	$	79,241		$	64,344
Electronic Monitoring and Supervision Services		38,180			64,688
Reentry Services		12,742			10,186
International Services		2,469			3,576
Operating income from segments	$	132,632		$	142,794
General and Administrative Expenses		(53,070	)		(50,134	)
Total Operating Income	$	79,562		$	92,660

~~(1)~~

In September 2014, the Company began the design and construction of a new prison contract located in Ravenhall, a locality near Melbourne, Australia. During the design and construction phase, the Company recognizes revenue as earned on a percentage of completion basis measured by the percentage of costs incurred to date as compared to estimated total costs for the design and construction of the facility. Costs incurred and estimated earnings in excess of billings is classified as Contract Receivable in the accompanying consolidated balance sheets and is recorded at the net present value based on the timing of expected future settlement. A portion of the Contract Receivable will be paid by the State upon commercial acceptance of the prison and the remainder will be paid quarterly over the life of the contract. During the nine months ended September 30, 2017, the Company became aware of certain claims by its construction subcontractor for unanticipated additional costs which are in excess of the agreed contract price. The Company has agreed in principle with the subcontractor to pay approximately $1.9 million related to these overruns and has recorded a provision for loss related to these claims during the nine months ended September 30, 2017.

Pre-Tax Income Reconciliation of Segments

The following is a reconciliation of the Company’s total operating income from its reportable segments to the Company’s income before income taxes and equity in earnings of affiliates (in thousands):

   Three Months Ended    Nine Months Ended
   September 30,
2017    September 30,
2016    September 30,
2017    September 30,
2016
Total operating income from segments
   $ 111,976    $ 109,934    $ 325,693    $ 306,023
Unallocated amounts:

General and Administrative Expenses
   (49,074 )    (37,483 )    (143,866 )    (108,448 )
Net Interest Expense
   (24,071 )    (25,500 )    (70,731 )    (75,477 )
Loss on Extinguishment of Debt
   —      —      —      (15,885 )








Income before income taxes and equity in earnings of affiliates
   $ 38,831    $ 46,951    $ 111,096    $ 106,213


	Three Months Ended
	March 31, 2024			March 31, 2023
Operating income from segments	$	132,632		$	142,794
Unallocated amounts:
General and administrative expenses		(53,070	)		(50,134	)
Net interest expense		(48,821	)		(53,090	)
Loss on extinguishment of debt		(39	)		(136	)
Income before income taxes and equity in earnings of affiliates	$	30,702		$	39,434

Equity in Earnings of Affiliates

Equity in earnings of affiliates includes the Company’s ~~50%~~50% owned joint ventures in ~~SACS,~~South African Custodial Services Pty. Limited (“SACS”), located in South Africa, and GEOAmey Ltd. (“GEOAmey”), located in the United Kingdom. The ~~Company’s~~Company's investments in these entities are accounted for under the equity method of accounting. The Company’s investments in these entities are presented as a component of OtherNon-Current Assets in the accompanying consolidated balance sheets.

The Company has recorded ~~$1.1~~$0.4 million in losses, net of tax, for SACS operations during the three months ended March 31, 2024, and ~~$3.4~~$0.5 million in earnings, net of tax, for SACS operations during the three ~~and nine~~ months ended ~~September 30, 2017, and $1.1 million and $2.9 million in earnings, net of tax, for SACS operations during the three and nine months ended September 30, 2016, respectively,~~March 31, 2023, which are included in equity in earnings of affiliates, net of income tax provision in the accompanying consolidated statements of operations. As of ~~September 30, 2017~~March 31, 2024, and December 31, ~~2016,~~2023, the Company’s investment in SACS was ~~$10.4~~$8.0 million and ~~$11.8~~$9.1 million, ~~respectively.~~respectively, and represents its share of cumulative reported earnings.

The Company has recorded ~~$0.2 million and $0.8~~$0.4 million in earnings, net of tax, for ~~GEO Amey’s operation~~GEOAmey's operations during the ~~the~~ three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2024, and ~~$0.7 million and $2.1~~$0.4 million in earnings, net of tax, for GEOAmey's operations during the three ~~and nine~~ months ended ~~September 30, 2016, respectively,~~March 31, 2023, which are included in equity in earnings of affiliates, net of income tax provision in the accompanying consolidated statements of operations. As of ~~September 30, 2017~~March 31, 2024, and December 31, ~~2016,~~2023, the Company’s investment in GEOAmey was ~~$2.3~~$8.4 million ~~and $1.3 million, respectively,~~ and represents its share of cumulative reported earnings.

13. BENEFIT PLANS

The following table summarizes key information related to the Company’s pension plans and retirement agreements (in thousands):


	Three Months Ended March 31, 2024			Year Ended December 31, 2023
Change in Projected Benefit Obligation
Projected benefit obligation, beginning of period	$	27,790		$	26,207
Service cost		163			745
Interest cost		341			1,345
Actuarial gain		—			421
Benefits paid		(249	)		(928	)
Projected benefit obligation, end of period	$	28,045		$	27,790
Change in Plan Assets
Plan assets at fair value, beginning of period	$	—		$	—
Company contributions		249			928
Benefits paid		(249	)		(928	)
Plan assets at fair value, end of period	$	—		$	—
Unfunded Status of the Plan	$	28,045		$	27,790

   Nine Months Ended
September 30, 2017    Year Ended
December 31, 2016
Change in Projected Benefit Obligation

Projected benefit obligation, beginning of period
   $ 28,624    $ 25,935
Service cost
   751    995
Interest cost
   921    1,155
Actuarial loss
   —      1,031
Benefits paid
   (426 )    (492 )




Projected benefit obligation, end of period
   $ 29,870    $ 28,624




Change in Plan Assets

Plan assets at fair value, beginning of period
   $ —      $ —
Company contributions
   426    492
Benefits paid
   (426 )    (492 )




Plan assets at fair value, end of period
   $ —      $ —




Unfunded Status of the Plan
   $ (29,870 )    $ (28,624 )


	Three Months Ended
	March 31, 2024		March 31, 2023
Components of Net Periodic Benefit Cost
Service cost	$	163	$	186
Interest cost		341		336
Net loss		15		-
Net periodic benefit cost	$	519	$	522

   Three Months Ended    Nine Months Ended
   September 30,
2017    September 30,
2016    September 30,
2017    September 30,
2016
Components of Net Periodic Benefit Cost

Service cost
   $ 250    $ 249    $ 751    746
Interest cost
   307    289    $ 921    $ 866
Net loss
   73    53    218    160








Net periodic pension cost
   $ 630    $ 591    $ 1,890    $ 1,772

The service cost and other components of net periodic benefit cost are included in General and Administrative Expenses in the accompanying consolidated statements of operations.

The long-term portion of the pension liability as of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016~~2023 was ~~$29.6~~$27.2 million and ~~$28.3~~$27.0 million, respectively, and is included in OtherNon-Current Liabilities in the accompanying consolidated balance sheets.

~~14. RECENT ACCOUNTING PRONOUNCEMENTS~~

Amended and Restated Executive Retirement Agreement

The Company ~~implemented~~also has a non-qualified deferred compensation agreement with its former CEO. The agreement provides for a lump sum cash payment upon retirement, no sooner than age 55. As of March 31, 2024, the ~~following accounting standards during~~former CEO had reached age 55 and was eligible to receive the ~~nine months ended September 30, 2017:~~payment upon retirement.

~~In March 2016,~~

On May 27, 2021, the ~~Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”)No. 2016-09,~~ ~~“Compensation - Stock Compensation (Topic 718)~~,” ~~as a part of~~Company and its ~~simplification initiative. The Company adopted this ASU during~~former CEO entered into an Amended and Restated Executive Retirement Agreement which replaced the ~~nine months ended September 30, 2017. Key areas~~former CEO’s previous agreement, effective July 1, 2021. Pursuant to the terms of the ~~amendments~~Amended and Restated Executive Retirement Agreement, upon the date that the former CEO ceases to provide services to the Company, the Company will pay to the former CEO an amount equal to $3.6 million which shall be paid in ~~this standard are (i) all excess tax benefits (deficiencies) from stock plan transactions should~~cash. The payment shall be ~~recognized~~credited with interest at a rate of 5% compounded quarterly. Additionally, at the end of each calendar year provided that the former CEO is still providing services to GEO pursuant to the Executive Chairman Agreement, GEO will credit an amount equal to $1.0 million at the end of each calendar year (the “Employment Contributions Account”). The Employment Contributions Account will be credited with interest at the rate of 5% compounded quarterly. The balance of the Amended and Restated Executive Retirement Agreement was approximately $10 million at March 31, 2024 and is included in Other Non-Current Liabilities in the ~~income statement as opposed to being recognized in additionalpaid-in~~ capital; (ii) the tax withholding threshold for triggering liability accounting on a net settlement transaction has been increased from the minimum statutory rate to the maximum statutory rate; and (iii) an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. The guidance also provides clarification of the presentation of certain components of share-based awards in the statement of cash flows. accompanying consolidated balance sheets.

The Company has ~~elected~~established several trusts for the purpose of paying the retirement benefit pursuant to ~~continue estimating forfeitures expected to occur in order to determine~~ the ~~amount of compensation cost to be recognized each period~~Amended and ~~to apply the cash flow classification guidance prospectively. As a result, excess tax benefits~~Restated Executive Retirement Agreement. The trusts are ~~now classified as an operating activity rather than a financing activity~~revocable “rabbi trusts” and the ~~Company has recorded $1.5 million~~assets of ~~excess tax benefits from stock plan transactions as a component~~the trusts are subject to the claims of ~~income tax expense~~the Company’s creditors in the ~~consolidated statement~~event of ~~operations for~~ the nine months ended September 30, 2017. The Company has excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of its diluted earnings per share for the nine months ended September 30, 2017.Company’s insolvency.

15. SUBSEQUENT EVENTS

~~In May 2017,~~

Senior Notes Offering

On April 18, 2024, the ~~FASB issued ASUNo. 2017-10~~ “~~Service Concession Arrangements - Determining~~Company announced the ~~Customer~~closing of its previously announced private offering of $1.275 billion aggregate principal amount of senior notes (the “Senior Notes Offering”), comprised of $650.0 million aggregate principal amount of 8.625% senior secured notes due 2029 (the “Secured Notes”) and $625.0 million aggregate principal amount of 10.25% senior notes due 2031 (the “Unsecured Notes”).

The Secured Notes accrue interest at a rate of 8.625% per year. Interest on the Secured Notes is payable semi-annually on each April 15 and October 15, commencing October 15, 2024. The Unsecured Notes accrue interest at a rate of 10.250% per year. Interest on the Unsecured Notes is payable semi-annually on each April 15 and October 15, commencing October 15, 2024.

The Secured Notes are also subject to the terms of the ~~Operation Services~~”First Lien Intercreditor Agreement (the “First Lien Intercreditor Agreement”), dated April 18, 2024, among GEO, GEOCH, the other grantors from time to time party thereto, Citizens Bank, NA, as Credit Agreement Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, and Ankura Trust Company, LLC as Initial Additional Collateral Agent and Initial Additional Authorized Representative. The First Lien Intercreditor Agreement sets forth the relative rights and obligations of the holders of First Lien Secured Obligations (which means (i) all obligations as defined in the Credit Agreement, (ii) all obligations under the Secured Notes, the Indenture governing the Secured Notes, the Secured Note Guarantees and the Security Documents (as defined in the Indenture governing the Secured Notes), and (iii) any other indebtedness secured on a first lien pari passu basis with such obligations), in each case, with respect to shared Collateral.

The Company used the net proceeds of the Senior Notes Offering, borrowings under the new Term Loan (defined below), and cash on hand to refinance approximately $1.5 billion of existing indebtedness, including to fund the repurchase, redemption or other discharge of the Company’s existing Tranche 1 Term Loan and Tranche 2 Term Loan under its prior senior credit facility, the 9.50% senior second lien secured notes due 2028, the 10.50% senior second lien secured notes due 2028, and the 6.00% senior notes due 2026, to pay related premiums, transaction fees and expenses, and for general corporate purposes of the Company.

Registration Rights Agreement

Under the terms of the Registration Rights Agreement, dated as of April 18, 2024, among GEO, the Guarantors and Citizens JMP Securities, LLC, as the representative of the initial purchasers (the “Representative”) of the Notes (the “Registration Rights Agreement”), the Company has agreed to file a registration statement, with respect to a proposed offer (the “Registered Exchange Offer”) to issue and deliver, in exchange for the Initial Securities (as defined in the Registration Rights Agreement, which includes the Notes issued on April 18, 2024), an equal aggregate principal amount of debt securities and related guarantees (collectively, the “Exchange Securities”) of the Company and the Guarantors, respectively, issued under the applicable Indenture on or prior to 120 days after the date of original issue of the Initial Securities (the “Issue Date”) and to use its reasonable best efforts to have the registration statement declared effective on or prior to 180 days after the Issue Date. The Company has also agreed to consummate the Registered Exchange Offer not later than 220 days after the Issue Date and keep the registration statement effective for not less than 20 business after the date notice of the Registered Exchange Offer is delivered to the Holders (as defined in the Registration Rights Agreement).

If the Company fails to satisfy certain filing and other obligations described in the Registration Rights Agreement, it will be obligated to pay additional interest at a rate of $0.05 per week per $1,000 principal amount of Initial Securities for the first 90-day period and an additional $0.05 per week per $1,000 principal amount of Initial Securities with respect to each subsequent 90-day period thereafter, until its registration obligations are fulfilled, up to a maximum of 1.0% per annum.

Credit Agreement

GEO and GEOCH, as borrowers (collectively, the “Credit Facility Borrowers”), entered into a Credit Agreement, dated April 18, 2024 (the “Credit Agreement”) to, among other things, evidence and govern a first-lien senior secured revolving credit facility (the “Revolving Credit Facility”; and the commitments thereunder, the “Revolving Credit Facility Commitments”) and a first-lien senior secured term loan facility (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Credit Facility”). The ~~objective~~aggregate principal amount of ~~this guidance~~revolving credit commitments under the Revolving Credit Facility is ~~to reduce diversity in practice~~$310 million (including a $175 million letter of credit subfacility) and ~~provide clarification on how an operating entity determines~~ the ~~customer~~aggregate principal amount of the ~~operation services for transactions within~~New Term Loan Facility is $450.0 million.

The loans under the ~~scope of Topic 853, Service Concessions Arrangements. The amendments~~Revolving Credit Facility (the “Revolving Credit Loans”) bear interest at a per annum rate equal to either (i) Alternate Base Rate (as defined below) plus an applicable margin or (ii) Term SOFR (as defined below) (subject to a 0.75% floor) plus an applicable margin, which applicable margin shall, in ~~this update clarify that the grantor is the customer~~either case, vary depending on GEO’s total leverage ratio as of the ~~operation services~~most recent determination date, and the Credit Facility Borrowers will pay a fee in ~~all cases~~respect of the unused revolving commitments under the Revolving Credit Facility at a per annum rate ranging from 0.25% to 0.50%, in each case depending on GEO’s total leverage ratio as of the most recent determination date, where “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate for such ~~arrangements.~~day plus 1/2 of 1% and (c) Term SOFR (as defined below) for a one-month tenor in effect on such day, plus 1%, and “Term SOFR” means the Term Secured Overnight Financing Rate. The ~~new standard is effective~~loans under the Term Loan Facility (the “Term Loans”) bear interest at a per annum rate equal to either (i) Alternate Base Rate plus an applicable margin for ~~the Company beginning on January 1, 2018.~~ Alternate Base Rate Loans and (ii) Term SOFR (subject to a 0.75% floor) plus an applicable margin for Term SOFR Loans.

The ~~adoption of this standard is not expected~~Term Loans amortize at a rate equal to ~~have a material impact on the Company’s financial position, results of operations or cash flows.~~

~~In May 2017, the FASB issued ASUNo. 2017-09~~ “~~Compensation - Stock Compensation~~”. The objective of this guidance is to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying modification accounting for changes in the terms or conditions of share-based payment awards. An entity should account for the effects of a modification unless all of the following factors are met: (i) the fair value of the modified award is the same as the fair value1.25% of the original ~~award immediately before~~principal amount of such Term Loans per quarter. Mandatory prepayments of loans under the ~~award is modified; (ii) the vesting conditions~~Credit Agreement are required in respect of certain casualty and asset sale proceeds and excess cash flow, subject to certain thresholds and exceptions. Voluntary prepayments of the ~~modified award are~~Revolving Credit Loans may be made by the ~~same as the vesting conditions~~Credit Facility Borrowers at any time without premium or penalty (subject to reimbursement for customary breakage expenses). Voluntary prepayments of the ~~original award immediately before the original award is modified;~~Term Loans and ~~(iii) the classification~~any prepayments of Term Loans required in connection with any acceleration of the ~~modified award as an equity instrument~~maturity thereof (or in connection with a foreclosure or other disposition of or realization upon any Collateral or other satisfaction or compromise of any obligations thereunder in any insolvency or other similar proceeding) will require payment of a ~~liability instrument is the same as the classification~~premium equal to (i) 2.00% of the ~~original award immediately before~~principal amount prepaid or required to be prepaid if made prior to the ~~original award is modified. The new standard will~~first anniversary of the effective date of the Term Loan Facility and (ii) 1.00% of the principal amount prepaid or required to be effective for all entities for fiscal years beginning after December 15, 2017 with early adoption permitted for public companies for reporting periods for which financial statements have not yet been issued. The amendments in this update should be applied prospectively to an award modifiedprepaid if made on or after the ~~adoption date.~~ first anniversary of the effective date of the Term Loan Facility but prior to the second anniversary of the effective date of the Term Loan Facility.

The ~~adoption~~Revolving Credit Facility Commitments under the Revolving Credit Facility will terminate, and the Revolving Credit Loans will mature, on the earliest of (i) April 15, 2029, (ii) in the event that any Term Loans remain outstanding on the date that is ninety-one days prior to the Term Loan Maturity Date (as defined below), the date that is ninety-one days prior to the Term Loan Maturity Date,

(iii) in the event that an aggregate principal amount equal to or greater than $100,000,000 of any Senior Notes remains outstanding on the Senior Notes Springing Maturity Date (as defined below), such Senior Notes Springing Maturity Date, it being understood that Senior Notes shall not be considered to be outstanding for purposes of this ~~standard is not expected~~clause (iii) to the extent GEO, shall have deposited or caused to be deposited funds into a ~~material impact~~customary irrevocable escrow in an amount sufficient to pay or redeem such Senior Notes in full on the ~~Company’s financial position, results~~maturity date thereof (the “Maturity Reserve Condition”), where “Senior Notes” refers to each of ~~operations~~the Secured Notes and the Unsecured Notes and any other senior notes issued by GEO or ~~cash flows.~~

~~In March 2017,~~any of its subsidiaries (excluding the ~~FASB issued ASUNo. 2017-07~~ “~~Compensation - Retirement Benefits (Topic 715)-Improving~~6.50% Exchangeable Senior Notes), and “Senior Notes Springing Maturity Date” means the ~~Presentation~~date that is ninety-one days prior to the stated maturity date of ~~Net Periodic Pension Cost~~the applicable Senior Notes. The Term Loans will mature on the earliest of (i) April 15, 2029 and ~~Net Periodic Postretirement Benefit Cost~~”. This guidance revises how employers that sponsor defined benefit pension and other postretirement plans present the net periodic benefit cost in their income statement and requires that the service cost component of net periodic benefit cost be presented(ii) in the ~~same income statement line items~~event that an aggregate principal amount equal to or greater than $100,000,000 of any series or class of Senior Notes remains outstanding on the Senior Notes Springing Maturity Date, such Senior Notes Springing Maturity Date, unless the Maturity Reserve Condition is satisfied with respect to such Senior Notes (such earliest date, the “Term Loan Maturity Date”).

The Credit Agreement contains certain customary representations and warranties, affirmative covenants and negative covenants, including restrictions on the ability of GEO and its restricted subsidiaries to, among other things, (i) create, incur or assume any indebtedness, (ii) create, incur, assume or permit liens, (iii) make loans and investments, (iv) engage in mergers, acquisitions and asset sales, (v) make certain restricted payments, (vi) engage in transactions with affiliates, (vii) cancel, forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value any subordinated indebtedness, except as permitted under applicable subordination terms, (viii) engage in other ~~employee compensation costs~~businesses, except as permitted, and (ix) materially impair the security interests securing the obligations under the Credit Agreement. The Credit Agreement also contains certain financial covenants, including a maximum total leverage ratio covenant, a maximum first lien leverage ratio covenant and a minimum interest coverage ratio covenant. In addition, the Credit Agreement restricts GEO from ~~services rendered during~~electing to be taxed as a real estate investment trust under the ~~period. Of~~Internal Revenue Code. The Credit Agreement also contains certain customary events of default.

The Credit Facility guarantors will guarantee the ~~components~~obligations in respect of ~~net periodic benefit cost, only~~ the ~~service cost component~~commitments and loans under the Credit Agreement. The obligations of the Credit Facility Borrowers and the Credit Facility guarantors in respect of the Credit Agreement will be ~~eligible~~secured by first-priority liens on substantially all of their assets, including real property interests with respect to which the Credit Agreement requires the execution and delivery of a mortgage. The rights of the holders of the Secured Notes in the Collateral (including the right to exercise remedies) is subject to the First Lien Intercreditor Agreement.

6.50% Exchangeable Senior Notes

On May 6, 2024, the Company retired approximately $177 million in aggregate principal amount of its outstanding 6.50% Exchangeable Senior Notes for ~~asset capitalization.~~an exchange value of approximately $325 million. The ~~other components~~consideration consisted of cash of approximately $177 million, using a combination of the net ~~periodic benefit cost must be presented separately~~proceeds from the ~~line items that include~~Senior Notes Offering and cash on hand, and 9,784,538 shares of GEO common stock.

Adoption of Second Amended and Restated 2018 Stock Incentive Plan

The Compensation Committee approved The GEO Group, Inc. Second Amended and Restated 2018 Stock Incentive Plan (the “Amended 2018 Plan”), which was approved by the ~~service cost~~Company's shareholders and ~~outside~~became effective on May 3, 2024. The Amended 2018 Plan supersedes the previous 2018 Stock Incentive Plan. As of ~~any subtotal of operating income on~~ the income statement. The new standard will be effective for public companies for fiscal years beginning after December 15, 2017 on a retroactive basis. Early adoption is permitted. The adoption of this standard is not expected to have a material impact ondate the Amended 2018 Plan was approved by the Company’s ~~financial position, results of operations or cash flows.~~

~~In October 2016, the FASB issued ASUNo. 2016-16,~~ “~~Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory~~~~,” as~~shareholders, it provided for a ~~part of its simplification initiative. The amendments in this standard require entities to recognize the income tax consequences~~reserve of an intra-entity transfer of an asset other than inventory when the transfer occurs. Under prior generally accepted accounting principles, the recognition of current and deferred income taxes for an intra-entity asset transfer was prohibited until the asset has been sold to an outside party. The new standard will be effective for public companies for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods with early adoption permitted under certain circumstances. The amendments in this update should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the adoption period. The adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

~~In February 2016, FASB issued ASU2016-02,~~ “~~Leases~~,” which requires entities to recognize lease assets and lease liabilities on the balance sheet and to disclose key information about leasing arrangements. For finance leases and operating leases, a lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a~~right-of-use~~ ~~asset representing its right to use the underlying asset for the lease term with each initially measured at the present value of the lease payments. The amendments in ASU2016-02~~ are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company has implemented a lease management software application tool and is currently assessing the impact that the adoption of ASU~~2016-02~~ will have on its consolidated financial position or results of operations, but expects that it will result in a significant increase in its long-term assets and liabilities given the significant number of leases the Company is a party to.

~~In May 2014, the FASB issued a new standard related to revenue recognition (ASU2014-09,~~ “~~Revenue from Contracts with Customers”~~.) Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued several amendments to the standard, including clarification on accounting for licenses of intellectual property and identifying performance obligations. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective transition method). The new standard is effective for the Company beginning on January 1, 2018. The Company is currently in the final stages of evaluating whether these standards would have a material impact on the Company’s financial position, results of operations or cash flows. However, upon its preliminary assessment, the Company believes that the timing of revenue recognition could potentially be affected as it relates to certain variable consideration arrangements with certain of its customers and also certain identified performance obligations related to construction activities. Additionally, certain reclassifications may be necessary with respect to payments made to certain of its customers. However, at this time, the Company does not believe that any such potential adjustments or however, that election, as well as its analysis of any impacts related to variable consideration arrangements, construction performance obligations and payments made to customers, may change once the Company’s final assessment is completed during the fourth quarter of 2017. The Company has determined that it will use the modified retrospective transition method to implement this standard.

~~15. CONDENSED CONSOLIDATING FINANCIAL INFORMATION~~

As of September 30, 2017, the Company’s 6.00% Senior Notes, 5.125% Senior Notes, the 5.875% Senior Notes due 2022 and the 5.875% Senior Notes due 2024 were fully and unconditionally guaranteed on a joint and several senior unsecured basis by the Company and certain of its wholly-owned domestic subsidiaries (the “Subsidiary Guarantors”). The following condensed consolidating financial information, which has been prepared in accordance with the requirements for presentation of Rule~~3-10(d)~~ ~~of RegulationS-X~~ ~~promulgated under the Securities Act, presents the condensed consolidating financial information separately for:~~

~~(i)~~

~~The GEO Group, Inc., as the issuer of the notes;~~

~~(ii)~~

~~The Subsidiary Guarantors, on a combined basis, which are 100% owned by The GEO Group, Inc., and which are guarantors of the notes;~~

~~(iii)~~

~~The Company’s other subsidiaries, on a combined basis, which are not guarantors of the notes (the“Non-Guarantor~~ ~~Subsidiaries”);~~

~~(iv)~~

~~Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among the Company, the Subsidiary Guarantors and the SubsidiaryNon-Guarantors~~ ~~and (b) eliminate the investments in the Company’s subsidiaries; and~~

~~(v)~~

~~The Company and its subsidiaries on a consolidated basis.~~

~~CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)~~

~~(dollars in thousands)~~

~~(unaudited)~~

�� For the Three Months Ended September 30, 2017
   The GEO Group, Inc. Combined
Subsidiary
Guarantors Combined
Non-Guarantor
Subsidiaries Eliminations Consolidated
Revenues
   $ 171,553 $ 464,140 $ 69,698 $ (138,632 ) $ 566,759
Operating expenses
   139,165 364,834 57,767 (138,632 ) 423,134
Depreciation and amortization
   6,104 24,623 922 —   31,649
General and administrative expenses
   14,699 28,066 6,309 —   49,074


Operating income
   11,585 46,617 4,700 —   62,902
Interest income
   2,688 1,629 14,871 (4,540 ) 14,648
Interest expense
   (18,148 ) (13,093 ) (12,018 ) 4,540 (38,719 )


Income (loss) before income taxes and equity in earnings of affiliates
   (3,875 ) 35,153 7,553 —   38,831
Income tax provision
   147 811 762 —   1,720
Equity in earnings of affiliates, net of income tax provision
   —   —   1,342 —   1,342


Income (loss) before equity in income of consolidated subsidiaries
   (4,022 ) 34,342 8,133 —   38,453
Income from consolidated subsidiaries, net of income tax provision
   42,475 —   —   (42,475 ) —


Net income
   38,453 34,342 8,133 (42,475 ) 38,453
Net loss attributable to noncontrolling interests
   —   —   36 —   36


Net income attributable to The GEO Group, Inc.
   $ 38,453 $ 34,342 $ 8,169 $ (42,475 ) $ 38,489


Net income
   $ 38,453 $ 34,342 $ 8,133 $ (42,475 ) $ 38,453
Other comprehensive income, net of tax
   —   64 1,561 —   1,625


Total comprehensive income
   $ 38,453 $ 34,406 $ 9,694 $ (42,475 ) $ 40,078
Comprehensive loss attributable to noncontrolling interests
   —   —   34 —   34


Comprehensive income attributable to The GEO Group, Inc.
   $ 38,453 $ 34,406 $ 9,728 $ (42,475 ) $ 40,112

~~CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)~~

~~(dollars in thousands)~~

~~(unaudited)~~

   For the Three Months Ended September 30, 2016
   The GEO Group, Inc. Combined
Subsidiary
Guarantors Combined
Non-Guarantor
Subsidiaries Eliminations Consolidated
Revenues
   $ 173,920 $ 410,329 $ 112,708 $ (142,581 ) $ 554,376
Operating expenses
   144,748 314,009 99,483 (142,581 ) 415,659
Depreciation and amortization
   6,339 21,502 942 —   28,783
General and administrative expenses
   11,727 18,180 7,576 —   37,483


Operating income
   11,106 56,638 4,707 —   72,451
Interest income
   4,765 422 8,029 (5,288 ) 7,928
Interest expense
   (16,324 ) (13,525 ) (8,867 ) 5,288 (33,428 )


Income (loss) before income taxes and equity in earnings of affiliates
   (453 ) 43,535 3,869 —   46,951
Income tax provision (benefit)
   (9 ) 4,032 947 —   4,970
Equity in earnings of affiliates, net of income tax provision
   —   —   1,693 —   1,693


Income (loss) before equity in income of consolidated subsidiaries
   (444 ) 39,503 4,615 —   43,674
Income from consolidated subsidiaries, net of income tax provision
   44,118 —   —   (44,118 ) —


Net income
   43,674 39,503 4,615 (44,118 ) 43,674
Net loss attributable to noncontrolling interests
   —   —   46 —   46


Net income attributable to The GEO Group, Inc.
   $ 43,674 $ 39,503 $ 4,661 $ (44,118 ) $ 43,720


Net income
   $ 43,674 $ 39,503 $ 4,615 $ (44,118 ) $ 43,674
Other comprehensive income, net of tax
   —   33 450 —   483


Total comprehensive income
   $ 43,674 $ 39,536 $ 5,065 $ (44,118 ) $ 44,157
Comprehensive loss attributable to noncontrolling interests
   —   —   36 —   36


Comprehensive income attributable to The GEO Group, Inc.
   $ 43,674 $ 39,536 $ 5,101 $ (44,118 ) $ 44,193

   For the Nine Months Ended September 30, 2017
   The GEO Group, Inc. Combined
Subsidiary
Guarantors Combined
Non-Guarantor
Subsidiaries Eliminations Consolidated
Revenues
   $ 520,986 $ 1,342,620 $ 250,618 $ (419,781 ) $ 1,694,443
Operating expenses
   406,576 1,076,232 213,259 (419,781 ) 1,276,286
Depreciation and amortization
   18,319 71,404 2,741 —   92,464
General and administrative expenses
   43,939 78,479 21,448 —   143,866


Operating income
   52,152 116,505 13,170 —   181,827
Interest income
   12,793 2,858 39,175 (15,855 ) 38,971
Interest expense
   (51,391 ) (41,353 ) (32,813 ) 15,855 (109,702 )
Income before income taxes and equity in earnings of affiliates
   13,554 78,010 19,532 —   111,096
Income tax provision
   441 3,058 2,091 —   5,590
Equity in earnings of affiliates, net of income tax provision
   —   —   4,255 —   4,255


Income before equity in income of consolidated subsidiaries
   13,113 74,952 21,696 —   109,761
Income from consolidated subsidiaries, net of income tax provision
   96,648 —   —   (96,648 ) —


Net income
   109,761 74,952 21,696 (96,648 ) 109,761
Net loss attributable to noncontrolling interests
   —   —   123 —   123


Net income attributable to The GEO Group, Inc.
   $ 109,761 $ 74,952 $ 21,819 $ (96,648 ) $ 109,884


Net income
   $ 109,761 $ 74,952 $ 21,696 $ (96,648 ) $ 109,761
Other comprehensive income, net of tax
   —   175 4,586 —   4,761


Total comprehensive income
   $ 109,761 $ 75,127 $ 26,282 $ (96,648 ) $ 114,522
Comprehensive loss attributable to noncontrolling interests
   —   —   119 —   119


Comprehensive income attributable to The GEO Group, Inc.
   $ 109,761 $ 75,127 $ 26,401 $ (96,648 ) $ 114,641

   For the Nine Months Ended September 30, 2016
   The GEO Group, Inc. Combined
Subsidiary
Guarantors Combined
Non-Guarantor
Subsidiaries Eliminations Consolidated
Revenues
   $ 515,971 $ 1,215,469 $ 306,484 $ (425,013 ) $ 1,612,911
Operating expenses
   418,261 957,704 270,050 (425,013 ) 1,221,002
Depreciation and amortization
   18,866 64,159 2,861 —   85,886
General and administrative expenses
   34,548 53,396 20,504 —   108,448


Operating income
   44,296 140,210 13,069 —   197,575
Interest income
   15,646 1,440 18,699 (17,398 ) 18,387
Interest expense
   (49,031 ) (41,401 ) (20,830 ) 17,398 (93,864 )
Loss on early extinguishment of debt
   (15,885 ) —   —   —   (15,885 )


Income (loss) before income taxes and equity in earnings of affiliates
   (4,974 ) 100,249 10,938 —   106,213
Income tax provision (benefit)
   (101 ) 9,323 2,778 —   12,000
Equity in earnings of affiliates, net of income tax provision
   —   —   4,943 —   4,943


Income (loss) before equity in income of consolidated subsidiaries
   (4,873 ) 90,926 13,103 —   99,156
Income from consolidated subsidiaries, net of income tax provision
   104,029 —   —   (104,029 ) —


Net income
   99,156 90,926 13,103 (104,029 ) 99,156
Net loss attributable to noncontrolling interests
   —   —   123 —   123
Net income attributable to The GEO Group, Inc.
   $ 99,156 $ 90,926 $ 13,226 $ (104,029 ) $ 99,279


Net income
   $ 99,156 $ 90,926 $ 13,103 $ (104,029 ) $ 99,156
Other comprehensive income (loss), net of tax
   —   98 (3,081 ) —   (2,983 )


Total comprehensive income
   99,156 91,024 10,022 (104,029 ) 96,173
Comprehensive loss attributable to noncontrolling interests
   —   —   104 —   104


Comprehensive income attributable to The GEO Group, Inc.
   $ 99,156 $ 91,024 $ 10,126 $ (104,029 ) $ 96,277

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

~~(dollars in thousands)~~

~~(unaudited)~~

   As of September 30, 2017
   The GEO Group, Inc.    Combined
Subsidiary
Guarantors    Combined
Non-Guarantor
Subsidiaries Eliminations Consolidated
ASSETS
Cash and cash equivalents
   $ 6,191    $ 13,853    $ 31,482 $ —   $ 51,526
Restricted cash and investments
   —      —      12,452 —   12,452
Accounts receivable, less allowance for doubtful accounts
   129,730    241,031    16,137 —   386,898
Contract receivable, current portion
   —      —      243,531 —   243,531
Prepaid expenses and other current assets
   2,921    28,033    5,119 —   36,073






Total current assets
   138,842    282,917    308,721 —   730,480






Restricted Cash and Investments
   —      24,387    6,645 —   31,032
Property and Equipment, Net
   751,374    1,213,614    90,994 —   2,055,982
Non-Current Contract Receivable
   —      —      405,780 —   405,780
Intercompany Receivable
   1,128,469    104,226    24,654 (1,257,349 ) —
Non-Current Deferred Income Tax Assets
   763    19,254    11,814 —   31,831
Goodwill
   79    781,444    449 —   781,972
Intangible Assets, Net
   —      261,053    737 —   261,790
Investment in Subsidiaries
   1,332,393    456,075    2,191 (1,790,659 ) —
OtherNon-Current Assets
   12,714    118,579    18,708 (79,527 ) 70,474






Total Assets
   $ 3,364,634    $ 3,261,549    $ 870,693 $ (3,127,535 ) $ 4,369,341






LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable
   $ 8,573    $ 66,848    $ 16,196 $ —   $ 91,617
Accrued payroll and related taxes
   —      30,190    18,590 —   48,780
Accrued expenses and other current liabilities
   48,090    106,056    20,175 —   174,321
Current portion of capital lease obligations, long-term debt andnon-recourse debt
   8,000    1,815    250,231 —   260,046






Total current liabilities
   64,663    204,909    305,192 —   574,764






Intercompany Payable
   14,535    1,211,260    31,554 (1,257,349 ) —
OtherNon-Current Liabilities
   4,120    151,405    16,806 (79,527 ) 92,804
Capital Lease Obligations
   —      6,412    —   —   6,412
Long-Term Debt
   2,067,008    —      90,874 —   2,157,882
Non-Recourse Debt
   —      —      323,387 —   323,387
Commitments & Contingencies and Other

Shareholders’ Equity:

The GEO Group, Inc. Shareholders’ Equity
   1,214,308    1,687,563    103,098 (1,790,659 ) 1,214,310
Noncontrolling Interests
   —      —      (218 ) —   (218 )






Total Shareholders’ Equity
   1,214,308    1,687,563    102,880 (1,790,659 ) 1,214,092






Total Liabilities and Shareholders’ Equity
   $ 3,364,634    $ 3,261,549    $ 870,693 $ (3,127,535 ) $ 4,369,341

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

~~(dollars in thousands)~~

   As of December 31, 2016
   The GEO Group, Inc.    Combined
Subsidiary
Guarantors    Combined
Non-Guarantor
Subsidiaries Eliminations Consolidated
ASSETS
Cash and cash equivalents
   $ 45,566    $ 842    $ 21,630 $ —   $ 68,038
Restricted cash and investments
   —      —      17,133 —   17,133
Accounts receivable, less allowance for doubtful accounts
   139,571    200,239    16,445 —   356,255
Contract receivable, current portion
   —      —      224,033 —   224,033
Prepaid expenses and other current assets
   677    24,096    7,437 —   32,210






Total current assets
   185,814    225,177    286,678 —   697,669






Restricted Cash and Investments
   170    19,742    936 —   20,848
Property and Equipment, Net
   735,104    1,078,220    83,917 —   1,897,241
Non-Current Contract Receivable
   —      —      219,783 219,783
Intercompany Receivable
   918,527    141,987    27,290 (1,087,804 ) —
Non-Current Deferred Income Tax Assets
   764    17,918    11,357 —   30,039
Goodwill
   79    614,941    413 —   615,433
Intangible Assets, Net
   —      203,138    746 —   203,884
Investment in Subsidiaries
   1,238,772    453,635    2,190 (1,694,597 ) —
OtherNon-Current Assets
   15,011    108,434    20,933 (79,866 ) 64,512






Total Assets
   $ 3,094,241    $ 2,863,192    $ 654,243 $ (2,862,267 ) $ 3,749,409






LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable
   $ 8,402    $ 50,200    $ 21,035 $ —   $ 79,637
Accrued payroll and related taxes
   —      41,230    14,030 —   55,260
Accrued expenses and other current liabilities
   36,792    83,906    10,398 —   131,096
Current portion of capital lease obligations, long-term debt andnon-recourse debt
   3,000    1,700    233,365 —   238,065






Total current liabilities
   48,194    177,036    278,828 —   504,058






Intercompany Payable
   133,039    920,825    33,940 (1,087,804 ) —
OtherNon-Current Liabilities
   2,487    144,383    21,652 (79,866 ) 88,656
Capital Lease Obligations
   —      7,431    —   —   7,431
Long-Term Debt
   1,935,465    —      —   —   1,935,465
Non-Recourse Debt
   —      —      238,842 —   238,842
Commitments & Contingencies and Other

Shareholders’ Equity:

The GEO Group, Inc. Shareholders’ Equity
   975,056    1,613,517    81,080 (1,694,597 ) 975,056
Noncontrolling Interests
   —      —      (99 ) —   (99 )






Total Shareholders’ Equity
   975,056    1,613,517    80,981 (1,694,597 ) 974,957






Total Liabilities and Shareholders’ Equity
   $ 3,094,241    $ 2,863,192    $ 654,243 $ (2,862,267 ) $ 3,749,409

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~(dollars in thousands)~~

~~(unaudited)~~

   For the Nine Months Ended September 30, 2017
   The GEO Group, Inc. Combined
Subsidiary
Guarantors Combined
Non-Guarantor
Subsidiaries Consolidated
Cash Flow from Operating Activities:



Net cash provided by (used in) operating activities
   $ 15,473 $ 79,088 $ (36,733 ) $ 57,828


Cash Flow from Investing Activities:

Acquisition of CEC, net of cash acquired
   (353,555 ) —   —   (353,555 )
Proceeds from sale of property and equipment
   845 —   11 856
Insurance proceeds-damaged property
   86 —   —   86
Change in restricted cash and investments
   —   (4,645 ) (175 ) (4,820 )
Capital expenditures
   (34,679 ) (61,432 ) (8,019 ) (104,130 )


Net cash used in investing activities
   (387,303 ) (66,077 ) (8,183 ) (461,563 )


Cash Flow from Financing Activities:

Proceeds from long-term debt
   1,324,865 —   —   1,324,865
Payments on long-term debt
   (1,093,088 ) —   —   (1,093,088 )
Payments onnon-recourse debt
   —   —   (68,887 ) (68,887 )
Proceeds fromnon-recourse debt
   —   —   123,785 123,785
Taxes paid related to net share settlements of equity awards
   (4,122 ) —   —   (4,122 )
Proceeds from issuance of common stock in connection with ESPP
   —   —   382 382
Proceeds from issuance of common stock under prospectus supplement
   275,867 —   —   275,867
Debt issuance costs
   (8,701 ) —   (769 ) (9,470 )
Proceeds from stock options exercised
   6,786 —   —   6,786
Dividends paid
   (169,152 ) —   (169,152 )


Net cash provided by financing activities
   332,455 —   54,511 386,966


Effect of Exchange Rate Changes on Cash and Cash Equivalents
   —   —   257 257


Net (Decrease) Increase in Cash and Cash Equivalents
   (39,375 ) 13,011 9,852 (16,512 )
Cash and Cash Equivalents, beginning of period
   45,566 842 21,630 68,038


Cash and Cash Equivalents, end of period
   $ 6,191 $ 13,853 $ 31,482 $ 51,526

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~(dollars in thousands)~~

~~(unaudited)~~

   For the Nine Months Ended September 30, 2016
   The GEO Group,
Inc. Combined
Subsidiary
Guarantors Combined
Non-Guarantor
Subsidiaries Consolidated
Cash Flow from Operating Activities:



Net cash (used in) provided by operating activities
   $ 99,124 $ 57,187 $ (168,069 ) $ (11,758 )


Cash Flow from Investing Activities:

Proceeds from sale of property and equipment
   68 —   —   68
Insurance proceeds - damaged property
   4,733 —   —   4,733
Change in restricted cash and investments
   (24 ) (2,635 ) (95,057 ) (97,716 )
Capital expenditures
   (9,879 ) (54,552 ) (3,584 ) (68,015 )


Net cash used in investing activities
   (5,102 ) (57,187 ) (98,641 ) (160,930 )


Cash Flow from Financing Activities:

Taxes paid related to net share settlements of equity awards
   (2,336 ) —   —   (2,336 )
Proceeds from long-term debt
   813,077 —   —   813,077
Payments on long-term debt
   (775,256 ) —   (775,256 )
Payments onnon-recourse debt
   —   —   (1,878 ) (1,878 )
Proceeds fromnon-recourse debt
   —   —   273,087 273,087
Proceeds from issuance of common stock in connection with ESPP
   —   —   338 338
Debt issuance costs
   (16,980 ) —   (3,510 ) (20,490 )
Tax deficiency related to equity compensation
   (844 ) —   —   (844 )
Proceeds from stock options exercised
   2,367 —   —   2,367
Dividends paid
   (145,991 ) —   —   (145,991 )


Net cash (used in) provided by financing activities
   (125,963 ) —   268,037 142,074


Effect of Exchange Rate Changes on Cash and Cash Equivalents
   —   —   1,099 1,099


Net Decrease in Cash and Cash Equivalents
   (31,941 ) —   2,426 (29,515 )
Cash and Cash Equivalents, beginning of period
   37,077 —   22,561 59,638


Cash and Cash Equivalents, end of period
   $ 5,136 $ —   $ 24,987 $ 30,123

~~16. SUBSEQUENT EVENTS~~

~~Dividend~~

~~On October 12, 2017, the Board of Directors declared a quarterly cash dividend of $0.47 per share~~additional 12,400,000 shares of common stock that may be issued pursuant to awards granted under the Amended 2018 Plan. The Company filed a Form S-8 registration statement related to the Amended 2018 Plan on May 7, 2024.

Amended and Restated Articles of Incorporation

The Board upon the recommendation of the Nominating and Corporate Governance Committee, unanimously approved the Amended and Restated Articles of Incorporation of The GEO Group, Inc. (the “Amended and Restated Charter”), which was ~~paid~~approved by our shareholders on ~~October 30, 2017~~May 3, 2024. The amendment increased the number of authorized shares of capital stock provided for therein from the 217,500,000 shares previously authorized to ~~shareholders~~255,000,000 shares, consisting of ~~record as~~225,000,000 shares of ~~the close~~Common Stock and 30,000,000 shares of ~~business on October 23, 2017.~~Preferred Stock.

~~Automatic Shelf Registration on FormS-3~~

~~On October 20, 2017, the Company filed an automatic shelf registration statement on FormS-3~~ with the Securities and Exchange Commission. The shelf registration statement is automatically effective and is valid for three years. Pursuant to the shelf registration statement, the Company may offer common stock, preferred stock, debt securities, guarantees of debt securities, warrants and units from time to time in amounts, at prices and on terms that will be determined at the time of any such offering.

On November 1, 2017, the Company signed and closed on an Asset Purchase Agreement (the “Agreement”) with an unrelated entity for the sale of substantially all of the assets of one of the acquired CEC entities for approximately $5 million. The operations of this entity were not significant to the Company.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Quarterly Report on Form10-Q and the documents incorporated by reference herein contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. “Forward-looking” statements are any statements that are not based on historical information. Statements other than statements of historical facts included in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, legal proceedings, our corporate structure and potential steps to address our future debt maturities are “forward-looking” statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” or “continue” or the negative of such words or variations of such words and similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements and we can give no assurance that such forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, or “cautionary statements,” include, but are not limited to:

We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or ~~otherwise.~~otherwise, except as required by law. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report on Form10-Q.

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of numerous factors including, but not limited to, those described above under “Forward-Looking Information”, ~~those described below under “Part II - Item 1A. Risk Factors”~~ and under “Part I - Item 1A. Risk Factors” in our Annual Report on Form10-K for the year ended December 31, ~~2016. The~~2023. This discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form10-Q.

We ~~are a fully-integrated real estate investment trust (“REIT”) specializing~~specialize in the ownership, leasing and management of ~~correctional, detention~~secure facilities, processing centers and reentry facilities and the provision of community-based services ~~and youth services~~ in the United States, Australia and South ~~Africa, and the United Kingdom.~~Africa. We own, lease and operate a broad range of ~~correctional and detention~~secure facilities including maximum, medium and ~~minimum security prisons, immigration detention~~minimum-security facilities, processing centers, ~~minimum security detention centers, and~~as well as community-based reentry facilities. We develop new facilities based on contract awards, using our project development expertise and experience to design, construct and finance what we ~~offer an expanded delivery of offender rehabilitation services under our ‘GEO Continuum of Care’ platform.~~believe are state-of-the-art facilities. We ~~offer counseling, education and/or treatment to inmates with alcohol and drug abuse problems at most of the domestic facilities we manage. We are also a provider of~~provide innovative ~~compliance~~ technologies, industry-leading monitoring services, and evidence-based supervision and treatment programs for ~~community-based parolees, probationers~~community based programs. We also provide secure transportation services domestically and ~~pretrial defendants.~~in the United Kingdom through our joint venture GEOAmey.

At ~~September 30, 2017, after our acquisition of CEC,~~March 31, 2024, our worldwide operations include the management and/or ownership of approximately ~~96,000~~81,000 beds at ~~140 correctional, detention~~100 secure services and ~~reentry~~community based facilities, including idle facilities, ~~projects under development and recently awarded contracts,~~ and also include the provision of community supervision services for ~~more than 185,000 offenders andpre-trial~~ ~~defendants, including approximately 100,000~~ individuals through an array of technology products including radio frequency, GPS, and alcohol monitoring devices.

We provide a diversified scope of services on behalf of our government ~~clients:~~agency partners:

For the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~September 30, 2016,~~2023, we had consolidated revenues of ~~$1,694.4~~$605.7 million and ~~$1,612.9~~$608.2 million, respectively. We maintained an average ~~company wide~~company-wide facility occupancy rate of ~~91.0%~~approximately 87.6% including ~~87,823~~69,834 active beds and excluding ~~8,272~~11,421 idle beds, ~~(including~~which includes those being marketed to potential ~~customers) and beds under development~~customers, for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, and ~~92.8%~~approximately 87.2% including ~~82,531~~69,376 active beds and excluding ~~4,838~~13,106 idle beds, ~~(including~~which includes those being marketed to potential ~~customers) and beds under development~~customers, for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2023.

As a REIT, we are required to distribute annually at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and by excluding net capital gain) and we began paying regular quarterly REIT dividends in 2013. The amount, timing and frequency of future dividends, however, will be at the sole discretion of our Board of Directors (the “Board”) and will be declared based upon various factors, many of which are beyond our control, including, our financial condition and operating cash flows, the amount required to maintain REIT status, limitations on distributions in our existing and future debt instruments, limitations on our ability to fund distributions using cash generated through our taxable REIT subsidiaries (“TRSs”) and other factors that our Board may deem relevant.

~~During the nine months ended September 30, 2017 and the year ended December 31, 2016, respectively, we declared and paid the following regular cash distributions to our shareholders as follows:~~

On October 12, 2017, the Board declared a quarterly cash dividend of $0.47 per share of common stock which was paid on October 30, 2017 to shareholders of record as of the close of business on October 23, 2017.

Reference is made to Part II, Item 7 of our Annual Report on Form10-K filed with the SEC on February ~~27, 2017,~~29, 2024, for further discussion and analysis of information pertaining to our financial condition and results of operations as of and for the ~~fiscal~~ year ended December 31, ~~2016.~~2023.

We conduct our ~~Board declared~~business through four reportable business segments: our U.S. Secure Services segment; our Electronic Monitoring and Supervision Services segment; our Reentry Services segment and our International Services segment. We have identified these four reportable segments to reflect our current view that we operate four distinct business lines, each of which constitutes a~~3-for-2~~ ~~stock split~~ material part of our ~~common stock. The stock split was effective on April 24, 2017 with respect to shareholders of record on April 10, 2017. Outstanding share~~overall business.

Our U.S. Secure Services segment primarily encompasses our U.S.-based public-private partnership secure services business. Our Electronic Monitoring and~~per-share~~ ~~amounts disclosed for all periods presented have been retroactively adjusted to reflect~~ Supervision Services segment, which conducts its services in the ~~effects of the stock split. On April 24, 2017, the Company amended its articles of incorporation to increase the number of authorized shares of common stock to take into effect the stock split.~~

~~On March 7, 2017, we entered into an underwriting agreement related to the issuance and sale of 9,000,000 shares~~U.S., consists of our ~~common stock, par value $.01 per share. The offering price~~electronic monitoring and supervision services. Our Reentry Services segment consists of various community-based and reentry services. Our International Services segment primarily consists of our public-private partnership secure services operations in Australia and South Africa.

We are currently marketing 11,421 vacant beds at ten of our idle facilities to the public was $27.80 per share and the underwriters agreed to purchase the shares from us pursuant to the underwriting agreement at a price of $26.70 per share. In addition, under the terms of the underwriting agreement, we granted the underwriters an option, exercisable for thirty days, to purchase up to an additional 1,350,000 shares of common stock. On March 8, 2017, the underwriters exercised in full their option to purchase the additional 1,350,000 shares of common stock. On March 13, 2017, we completed the sale of 10,350,000 shares of common stock pursuant to our underwritten public offering. We received gross proceeds (before underwriting discounts and estimated offering expenses) of approximately $288.1 million from the offering, including approximately $37.6 million in connectionpotential customers, with the sale of the additional shares. The 10,350,000 shares of common stock were issued under our previously effective shelf registration filed with the Securities and Exchange Commission. The net proceeds of this offering were used to repay amounts outstanding under our revolver portionexception of our ~~senior credit facility~~company-owned 750-bed Cheyenne Mountain Recovery Center, which is under a contract that has not yet been activated. The carrying values of these idle facilities totaled $286.6 million as of March 31, 2024, excluding equipment and other assets that can be easily transferred

for ~~general corporate purposes. The number of shares andper-share~~ ~~amounts herein have been adjusted to reflect the effects of the stock split.~~

~~On April 5, 2017, we closed on our previously announced acquisition of Community Education Centers (“CEC”), a leading private provider of rehabilitation services for offenders in reentry andin-prison~~ ~~treatment facilities as well as management services for county, state and federal correctional and detention~~use at other facilities. ~~We acquired CEC for $360 million in an all cash transaction, excluding transaction related expenses. CEC’s operations encompass over 12,000 beds nationwide.~~ Refer to Note ~~2 -Business Combinations in~~11 - Commitments, Contingencies and Other Matters of the Notes to ~~the~~ Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form~~10-Q.~~ 10-Q for further discussion.

~~On April 13, 2017, we announced that we have been awarded a contract by U.S. Immigration and Customs Enforcement (“ICE”) for the development and operation of a new company-owned1,000-bed~~ ~~detention facility to be located in Conroe, Texas. We expect to design, finance, build and operate the facility under aten-year~~ contract with ICE, inclusive of renewal option periods. The facility is scheduled for completion in the fourth quarter of 2018 and is expected to generate approximately $44 million in annual revenues and returns on investment consistent with our company-owned facilities.

~~On May 26, 2017, we announced that we were awarded twoten-year~~ ~~contracts, inclusive of renewal option periods, by the Federal Bureau of Prisons (“BOP”) for the continued housing of criminal aliens under the custody of the BOP at the company- owned1,800-bed~~ ~~Big Spring Facility and the company-owned1,732-bed~~ ~~Flight Line Facility, which on a combined basis were previously referred to as the Big Spring Correctional Center in Texas. The twoten-year~~ contracts were awarded to GEO under a long-standing procurement commonly referred to as Criminal Alien Requirement (CAR) 16, which was issued by the BOP in 2015. The contracts are expected to generate total combined revenues of approximately $664 million over their full~~ten-year~~ ~~terms. Additionally, only one of the two contracts held by Reeves County, Texas was extended by the BOP for one year.~~

As of September 30, 2017, we are marketing approximately 5,400 vacant beds at five of our idle facilities to potential customers. The carrying values of these idle facilities totaled approximately $137.3 million as of September 30, 2017, excluding equipment and other assets that can be easily transferred for use at other facilities.

~~On March 6, 2017, we acquired the688-bed~~ Maverick County Detention Center in Texas for approximately $15 million. The center, which is currently idle, was originally built by Maverick County and previously provided services for the U.S. Marshals Service.

~~On October 20, 2017, we filed an automatic shelf registration statement on FormS-3~~ with the Securities and Exchange Commission. The shelf registration statement is automatically effective and is valid for three years. Pursuant to the shelf registration statement, we may offer common stock, preferred stock, debt securities, guarantees of debt securities, warrants and units from time to time in amounts, at prices and on terms that will be determined at the time of any such offering.

The accompanying unaudited consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.We routinely evaluate our estimates based on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, we did not experience any significant changes in estimates or judgments inherent in the preparation of our consolidated financial statements. A summary of our significant accounting policies is contained in Note 1 to our consolidated financial statements included in our Annual Report on Form10-K for the year endedDecember 31, ~~2016.~~2023.

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the notes to our unaudited consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form10-Q.

Comparison of ~~Third~~First Quarter ~~2017~~2024 and ~~Third~~First Quarter ~~2016~~2023

Revenues for U.S. Secure Services increased by $35.0 million in ~~Third~~First Quarter ~~2017~~2024 compared to ~~Third~~First Quarter ~~2016~~2023 primarily due to aggregate increases of ~~$25.1~~$8.3 million ~~as a result~~primarily due to the activation of ~~our acquisition of CEC on April 5, 2017~~new transportation contracts as well as our lease with the ~~activation and intake~~Oklahoma Department of ~~detainees related to our new contract at~~Corrections for our company-owned ~~Folkston ICE Processing Center in January 2017. Refer to Note~~2- ~~Business Combinations of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item~~Great Plains Correctional Facility which commenced on May 1, ~~of this Quarterly Report on Form10-Q~~ ~~for further discussion on our acquisition of CEC. These increases were partially offset by net decreases of $4.5 million at certain of our facilities due to~~2023. In addition, we experienced aggregate net ~~decreases~~increases in ~~population,~~rates and/or per diem amounts in connection with contract modifications, transportation services ~~and/or rates.~~

The number of compensated mandays in U.S. ~~Corrections & Detention~~Secure Services facilities was relatively consistent at approximately ~~5.7~~4.2 million in ~~Third~~First Quarter ~~2017~~2024 and ~~5.6~~4.3 million in ~~Third~~First Quarter ~~2016. We experienced an aggregate net increase of approximately 103,000 mandays as a result of our acquisition of CEC and contract activation discussed above.~~2023. We look at the average occupancy in our facilities to determine how we are managing our available beds. The average occupancy is calculated by taking compensated mandays as a percentage of capacity. The average occupancy in our U.S. ~~Corrections & Detention~~Secure Services facilities was ~~93.0%~~87.6% and ~~94.0%~~87.5% of capacity in the ~~Third~~First Quarter ~~2017~~2024 and ~~Third~~First Quarter ~~2016,~~2023, respectively, excluding idle facilities.

Revenues ~~increased~~for Electronic Monitoring and Supervision Servicesdecreased by $45.9 million in ~~Third~~First Quarter ~~2017~~2024 compared to ~~Third~~First Quarter ~~2016~~2023 primarily due to ~~aggregate increases of $36.9~~decreases in average participant counts under the Intensive Supervision and Appearance Program ("ISAP").

Revenues for Reentry Services increased by $3.6 million ~~from our acquisition of CEC on April 5, 2017. We also experienced increases of $2.3 million~~in First Quarter 2024 compared to First Quarter 2023 primarily due to increases ~~in average client and participant counts under our ISAP and electronic monitoring services. These increases were partially offset by~~of $2.6 million due to new day reporting center contracts. We also experienced a net aggregate increase of $4.4 million primarily related to ~~net decreases in~~increased census levels at certain of our community-based and reentry centers ~~as well as~~due to increased programming needs and referrals. These increases were partially offset by decreases of $3.3 million due to contract terminations.

Revenues for International Services increased by $4.7 million in ~~Third~~First Quarter ~~2017~~2024 compared to ~~Third~~First Quarter ~~2016 increased by $5.2 million We experienced~~2023 primarily due to a net increase of ~~$5.0~~$8.1 million ~~primarily attributable~~due to ~~the expansion of our Fulham facility and net population increases~~increased populations at our Australian ~~subsidiary. Additionally, we had an~~subsidiary and our new health care contract in Australia. Partially offsetting this increase was a decrease due to foreign exchange rate fluctuations of ~~$0.2 million resulting from the weakening of the U.S. dollar against certain international currencies.~~$3.4 million.

Revenues for our Facility Construction & Design services relate to the commencement of design and construction activity for our Ravenhall Prison Contract executed in September 2014 with the Department of Justice in the State of Victoria, Australia. The decrease is due to decreased construction activity during 2017 as the project gets closer to completion. Our margin on this construction activity is not significant.

~~Operating expenses consist of those expenses incurred in the operation and management of our correctional, detention and community-based facilities.~~

~~The increase in operating~~Operating expenses for U.S. ~~Corrections & Detention reflects an increase of $20.2~~Secure Services increased by $18.9 million ~~resulting from our acquisition of CEC on April 5, 2017 as well as the activation and intake of detainees related~~in First Quarter 2024 compared to ~~our new contract at our company-owned Folkston ICE Processing Center in January 2017. We also had~~First Quarter 2023 primarily due to aggregate net increases in ~~operating expenses of $0.4 million at certain of our facilities primarily due to net increases in population,~~connection with labor and medical costs, transportation services, increased occupancies and the variable costs associated with those ~~increases.~~services of $19.3 million. We also experienced an increase of $3.6 million primarily related to new transportation contracts. Partially offsetting these increases were decreases of $4.0 million related to certain insurance adjustments. Operating expenses as a percentage of ~~revenues~~revenue have ~~increased during Third Quarter 2017 which is primarily related~~decreased due to favorable operating margins on our ~~acquisition of CEC. As we continue to integrate CEC into our operations, we expect to realize cost savings~~new transportation contracts.

Electronic Monitoring and ~~other synergies in line with our other domestic correctional facilities.~~

Operating expenses for ~~GEO Care increased~~Electronic Monitoring and Supervision Services decreased by ~~$30.9~~$18.2 million ~~during Third~~in First Quarter ~~2017 from Third~~2024 compared to First Quarter ~~2016~~2023 primarily due to ~~$29.3~~decreases in variable costs related to decreases in average participant counts under ISAP.

Operating expenses for Reentry Services increased by $1.7 million ~~from our acquisition of CEC on April 5, 2017. We also experienced~~during First Quarter 2024 compared to First Quarter 2023 primarily due to aggregate net increases of $1.6 million ~~primarily due~~related to ~~increases in average client and participant counts under our ISAP and electronic monitoring services and program growth~~increased census levels at certain of our community-based and reentry ~~centers. Operating expenses as a percentage~~centers due to increased programming needs and referrals and the associated variable costs. We also experienced an increase of ~~revenues have increased during Third Quarter 2017 which is~~$2.2 million primarily ~~related~~due to ~~our acquisition~~new day reporting center contracts. Partially offsetting these increases was an aggregate net decrease of ~~CEC. As we continue~~$2.1 million due to ~~integrate CEC into our operations, we expect to realize cost savings and other synergies in line with our other community-based and reentry centers.~~contract terminations.

Operating expenses for International Services increased by $5.7 million in ~~Third~~First Quarter ~~2017~~2024 compared to ~~Third~~First Quarter ~~2016 increased by $3.7 million. We experienced~~2023 primarily due to a net increase of ~~$2.5~~approximately $9.0 million primarily ~~attributable~~due to ~~the expansion of~~expenses associated with our ~~Fulham facility and net population increases at our Australian subsidiary. Additionally, we had an~~new health care contract in Australia. Partially offsetting this increase ~~due~~was a decrease related to foreign exchange rate fluctuations of $1.2 million resulting from the weakening of the U.S. dollar against certain international currencies. Operating expenses have decreased as a percentage of revenue primarily due to certain nonrecurring labor related issues at our South African subsidiary in Third Quarter 2016.$3.3 million.

Operating expenses for our Facility Construction & Design services relate to the commencement of design and construction activity for our Ravenhall Prison Contract executed in September 2014 with the Department of Justice in the State of Victoria, Australia. The decrease is due to decreased construction activity during 2017 as the project gets closer to completion.

U.S. Corrections & Detention depreciation and amortization expense increased slightly in Third Quarter 2017 compared to Third Quarter 2016 primarily due to renovations made at several of our facilities as well as our acquisition of CEC on April 5, 2017.

~~GEO Care~~Secure Services depreciation and amortization expense increased in ~~Third~~First Quarter ~~2017~~2024 compared to ~~Third~~First Quarter ~~2016~~2023 primarily due to ~~new facilities~~renovations at certain of our company-owned and ~~intangible assets acquired in our acquisition of CEC on April 5, 2017.~~leased facilities.

~~Depreciation~~ depreciation and amortization expense ~~remained relatively consistent~~decreased in ~~Third~~First Quarter ~~2017~~2024 compared to ~~Third~~First Quarter ~~2016 as a result of~~2023 primarily due to certain assets becoming fully depreciated and/or amortized as well as the closing of certain ISAP locations.

Reentry Services depreciation and ~~there were no significant additions~~ amortization expense decreased in First Quarter 2024 compared to First Quarter 2023 primarily due to certain assets becoming fully depreciated and/or ~~renovations during 2016 or 2017~~amortized as well as certain asset dispositions at our ~~international subsidiaries.~~

International Services depreciation and amortization expense was relatively consistent in First Quarter 2024 compared to First Quarter 2023.

General and administrative expenses comprise substantially all of our other unallocated operating expenses which primarily includes, corporate management salaries and benefits, professional fees and other administrative expenses. ~~The increase in general~~General and administrative expenses increased by $2.9 million in ~~Third~~First Quarter ~~2017~~2024 compared to ~~Third~~First Quarter ~~2016 was~~2023 primarily ~~attributable~~due to ~~(i) merger and acquisition expenses (which include certain transition expenses) of $5.0 million related to our acquisition of CEC; (ii) highernon-cash~~ ~~stock-based compensation expense of $1.7 million compared to the prior year and (iii)~~ increases ~~related to normal personnel and compensation adjustments,~~in professional ~~consulting, business development~~fees, start-up costs, closure costs and other administrative ~~fees in the aggregate of $4.9 million.~~expenses.

Interest income increased in ~~the Third~~First Quarter ~~2017~~2024 compared to ~~Third~~First Quarter ~~2016~~2023 primarily due to ~~interest income earned~~higher cash balances on ~~our contract receivable related to our prison project in Ravenhall, Australia. Refer to Note 12 - Business Segments~~hand domestically and ~~Geographic Information of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report onForm 10-Q.~~internationally.

Interest expense ~~increased~~decreased by $3.0 million in ~~Third~~First Quarter ~~2017~~2024 compared to ~~Third~~First Quarter ~~2016~~2023 primarily due to ~~additional interest incurred~~quarterly repayments made on ~~higher debt balances resulting from~~ our ~~acquisition~~Tranche 1 and Tranche 2 loans.

During First Quarter 2024, we redeemed our outstanding principal amount of our 5.875% Senior Notes due 2024. In connection with the ~~increase was~~repayment, we wrote off the ~~construction~~related deferred loan interest related to our prison project in Ravenhall, Australia due to a higher loan balance compared to the prior period. These increases were partially offset by a reduction of debt as a result of the proceeds used from our common stock offering.costs. Refer to Note 10 - Debt ~~and Note 6 - Shareholders’ Equity~~ of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form~~10-Q.~~ 10-Q for further discussion.

~~The provision for income taxes during Third~~During First Quarter ~~2017 decreased compared to Third Quarter 2016 along~~2023, we made a mandatory quarterly prepayment on our Tranche 1 and Tranche 2 loans under our Exchange Credit Agreement. In connection with the ~~effective tax rate. The decrease is primarily due to~~prepayment, we wrote off a ~~change in the composition~~proportionate amount of ~~income which reduced the income of our taxable subsidiaries~~related deferred loan costs and ~~favorablenon-recurring~~ items which lowered the effective rate in the quarter. As a REIT, we are required to distribute at least 90% of our taxable income to shareholders and in turn are allowed a deduction for the distribution at the REIT level. Our wholly-owned taxable REIT subsidiaries continue to be fully subject to federal, state and foreign income taxes, as applicable. We estimate our annual effective tax rate to be in the range of approximately 6% to 8% exclusive of any discrete items.

Equity in earnings of affiliates, presented net of income taxes, represents the earnings of SACS and GEOAmey in the aggregate. Equity in earnings of affiliates during Third Quarter 2017 compared to Third Quarter 2016 decreased due to nonrecurring favorable contract adjustments received in Third Quarter 2016 by GEOAmey.

Revenues increased in Nine Months 2017 compared to Nine Months 2016 primarily due to aggregate increases of $54.4 million as a result of our acquisition of CEC on April 5, 2017 as well as the activation and intake of detainees related to our new contract at our company-owned Folkston ICE Processing Center in January 2017. These increases were partially offset by net decreases of $5.0 million at certain of our facilities due to aggregate net decreases in population, transportation services and/or rates.

The number of compensated mandays in U.S. Corrections & Detention facilities was approximately 16.6 million in Nine Months 2017 and 16.5 million in Nine Months 2016. We experienced an aggregate net increase of approximately 130,000 mandays as a result of our acquisition of CEC and contract activation discussed above. We look at the average occupancy in our facilities to determine how we are managing our available beds. The average occupancy is calculated by taking compensated mandays as a percentage of capacity. The average occupancy in our U.S. Corrections & Detention facilities was 93.3% and 93.2% of capacity in Nine Months 2017 and Nine Months 2016, respectively, excluding idle facilities.

Revenues increased in Nine Months 2017 compared to Nine Months 2016 primarily due to aggregate increases of $73.2 million from our acquisition of CEC on April 5, 2017. We also experienced increases of $19.9 million primarily due to increases in average client and participant counts under our ISAP and electronic monitoring services. These increases were partially offset by $5.1 million related to net decreases in census levels at certain of our community-based and reentry centers as well as terminated contracts.

Revenues for International Services in Nine Months 2017 compared to Nine Months 2016 increased by $13.8 million We experienced a net increase of $10.8 million primarily attributable to the expansion of our Fulham facility and net population increases at our Australian subsidiary. Additionally, we had an increase due to foreign exchange rate fluctuations of $3.0 million resulting from the weakening of the U.S. dollar against certain international currencies.

~~Operating expenses consist of those expenses incurred in the operation and management of our correctional, detention and community-based facilities.~~

The increase in operating expenses for U.S. Corrections & Detention reflects an increase of $45.6 million resulting from our acquisition of CEC on April 5, 2017 as well as the activation and intake of detainees related to our new contract at our company-owned Folkston ICE Processing Center in January 2017. These increases were partially offset by aggregate decreases in operating expenses of $1.3 million at certain of our facilities primarily due to net decreases in population, transportation services and the variable costs associated with those decreases.

Operating expenses for GEO Care increased by $68.4 million during Nine Months 2017 from Nine Months 2016 primarily due to $57.0 million from our acquisition of CEC on April 5, 2017. We also experienced increases of $11.4 million primarily due to increases in average client and participant counts under our ISAP and electronic monitoring services and program growth at our community-based and reentry centers. Operating expenses as a percentage of revenues have increased during Nine Months 2017 which is primarily related to our acquisition of CEC. As we continue to integrate CEC into our operations, we expect to realize cost savings and other synergies in line with our other community-based and reentry centers.

Operating expenses for International Services in Nine Months 2017 compared to Nine Months 2016 increased by $10.2 million. We experienced a net increase of $5.6 million primarily attributable to the expansion of our Fulham facility and net population increases at our Australian subsidiary. Additionally, we had an increase due to foreign exchange rate fluctuations of $4.6 million resulting from the weakening of the U.S. dollar against certain international currencies. Operating expenses have decreased as a percentage of revenue primarily due to certain nonrecurring labor related issues at our South African subsidiary in Nine Months 2016.

U.S. Corrections & Detention depreciation and amortization expense increased slightly in Nine Months 2017 compared to Nine Months 2016 primarily due to renovations made at several of our facilities as well as our acquisition of CEC on April 5, 2017.

GEO Care depreciation and amortization expense increased in Nine Months 2017 compared to Nine Months 2016 primarily due to new facilities and intangible assets acquired in our acquisition of CEC on April 5, 2017.

Depreciation and amortization expense decreased slightly in Nine Months 2017 compared to Nine Months 2016 as a result of certain assets becoming fully depreciated and there were no significant additions or renovations during 2016 or 2017 at our international subsidiaries.

General and administrative expenses comprise substantially all of our other unallocated operating expenses which primarily includes corporate management salaries and benefits, professional fees and other administrative expenses. The increase in general and administrative expenses in Nine Months 2017 compared to Nine Months 2016 was primarily attributable to (i) merger and acquisition expenses (which include certain transition expenses) of $17.9 million related to our acquisition of CEC; (ii) higher~~non-cash~~ stock-based compensation expense of $5.2 million and (iii) increases related to normal personnel and compensation adjustments, professional, consulting, business development and other administrative fees in the aggregate of $12.3 million.

Interest income increased in the Nine Months 2017 compared to Nine Months 2016 primarily due to interest income earned on our contract receivable related to our prison project in Ravenhall, Australia. Refer to Note 12 - Business Segments and Geographic Information of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on~~Form 10-Q.~~

Interest expense increased in Nine Months 2017 compared to Nine Months 2016 primarily due to additional interest incurred on higher debt balances resulting from our acquisition of CEC on April 5, 2017. Also contributing to the increase was the construction loan interest related to our prison project in Ravenhall, Australia due to a higher loan balance compared to the prior period. These increases were partially offset by a reduction of debt as a result of the proceeds used from our common stock offering.discount/premium. Refer to Note 10 - Debt ~~and Note 6 - Shareholders’ Equity~~ of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form~~10-Q.~~ 10-Q for further discussion.

During Nine Months 2016, we completed a tender offer and redemption of our 6.625% Senior Notes due 2021 which resulted in a loss of $15.9 million related to the tender premium and deferred costs associated with the 6.625% Senior Notes due 2021.

The provision for income taxes decreased during ~~Nine Months 2017~~First Quarter 2024 principally due to lower pre-tax income for the quarter. The effective tax rate decreased compared to ~~Nine Months 2016 along with~~First Quarter 2023. In First Quarter 2024, there was a $0.6 million net discrete tax benefit as compared to a $0.9 million net discrete tax expense in First Quarter 2023. Due to the lower pre-tax income during First Quarter 2024, the net discrete benefit in the quarter had a larger impact on the effective tax rate. The decrease is primarily due to the tax benefit on the merger and acquisition expenses of $17.9 million related to our acquisition of CEC incurred in Nine Months 2017 contrasted with the debt extinguishment costs incurred by the REIT in Nine Months 2016 which carried no tax benefit but had the result of increasing the effective rate in that nine month period. Furthermore, a changeIncluded in the ~~composition of~~provision for income ~~which reduced the income of our taxable subsidiaries also contributed to~~taxes in First Quarter 2024 was a ~~lower rate during Nine Months 2017. Additionally, we had a $1.5~~$0.9 million discrete tax benefit as compared to a $0.9 million discrete tax expense in ~~2017 as provided under ASUNo. 2016-09,~~~~Compensation - Stock Compensation (Topic 718).~~~~Refer~~First Quarter 2023 related to ~~Note 14 - Recent Accounting Pronouncements of~~stock compensation that vested during the ~~Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q.~~ As a REIT, we are required to distribute at least 90% of our taxable income to shareholders and in turn are allowed a deduction for the distribution at the REIT level. Our wholly-owned taxable REIT subsidiaries continue to be fully subject to federal, state and foreign income taxes, as applicable.respective periods. We estimate our 2024 annual effective tax rate to be in the range of approximately 6%31% to 8%33%, exclusive of any discrete items.

Equity in earnings of affiliates, presented net of income ~~taxes,~~tax provision, represents the earnings of SACS and GEOAmey in the aggregate. Equity in earnings of affiliates decreased during ~~Nine Months 2017~~First Quarter 2024 compared to ~~Nine Months 2016 decreased primarily~~First Quarter 2023 due to ~~nonrecurring favorable contract~~unfavorable insurance adjustments ~~received in Nine Months 2016 by GEOAmey.~~

Our current cash requirements consist of amounts needed for working capital, ~~distributions of our REIT taxable income in order to maintain our REIT qualification,~~ debt service, supply purchases, research and development costs related to new electronic monitoring products, investments in joint ventures, and capital expenditures related to either the development of new ~~correctional, detention~~secure, processing and reentry facilities, or the maintenance of existing facilities. In addition, some of our management contracts require us to make substantial initial expenditures of cash in connection with opening or renovating a facility. Generally, these initial expenditures are subsequently fully or partially recoverable as pass-through costs or are billable as a component of the per diem rates or monthly fixed fees to the contracting agency over the original term of the contract. ~~In connection with GEOAmey, our joint venture~~Additional capital needs may also arise in the ~~United Kingdom, we and our joint venture partner have each provided a line of credit of £12 million,~~future with respect to possible acquisitions, other corporate transactions or ~~$16.1 million, based on exchange rates as of September 30, 2017, for GEOAmey’s operations. As of September 30, 2017, $3.4 million was outstanding to each of the joint ventures.~~other corporate purposes.

We currently have contractual commitments for a number of projects using Company financing. We estimate that the cost of these existing active capital projects will be approximately ~~$243.9~~$45.6 million of which ~~$82.6~~$22.7 million was spent through ~~September 30, 2017.~~March 31, 2024. Weestimate that the remaining capital requirements related to these capital projects will be ~~$161.3~~$22.9 million which will be spent through ~~2018.~~the remainder of 2024.

We plan to fund all of our capital needs, including capital expenditures, from cash on hand, cash from operations, borrowings under our Credit Agreement and any other financings which our management and Board, in their discretion, may consummate. Currently, our primary source of liquidity to meet these requirements is cash flow from operations and borrowings under our Credit Agreement. Our management believes that our financial resources and sources of liquidity will allow us to manage our business, financial condition, results of operations and cash flows. We completed our annual budgeting process, and for 2024, we will continue to strategically manage our capital expenditures to maintain both short and long term financial objectives. Additionally, ~~in connection with the Ravenhall Prison Project,~~ we have a contractual commitment for construction of the facility and have entered into a syndicated facility agreement with National Australia Bank Limited to provide funding for the project up to AUD 791.0 million, or $619.7 million, based on exchange rates as of September 30, 2017.

On March 23, 2017, we executed a third amended and restated credit agreement by and among The GEO Group, Inc. and GEO Corrections Holdings, Inc., (“Corrections” and, together with GEO, the “Borrowers”), the Australian Borrowers named therein, BNP Paribas, as Administrative Agent, and the lenders who are, or may from time to time ~~become, a party thereto (the “Credit Agreement”). The~~pursue transactions for the potential sale of additional assets and businesses and/or other strategic transactions. Our management believes that cash on hand, cash flows from operations and availability under our Credit Agreement ~~refinances~~will be adequate to support our ~~prior $291.0~~capital requirements for 2024 as disclosed under “Capital Requirements” above and the next twelve months.

On April 18, 2024, we announced the closing of our previously announced private offering of $1.275 billion aggregate principal amount of senior notes, comprised of $650.0 million ~~term loan, reestablishes our ability to implement at a later date an Australian Dollar Letter~~aggregate principal amount of ~~Credit Facility (the “Australian LC Facility”) providing for the issuance~~8.625% senior secured notes due 2029 and $625.0 million aggregate principal amount of financial letters of credit and performance letters of credit, in each case denominated in Australian Dollars up to AUD275 million, an increase from the prior AUD225 million Australian Dollar letter of credit facility, and certain other modifications to the prior credit agreement. Loan costs of approximately $7.0 million were incurred and capitalized in connection with the transaction.10.25% senior notes due 2031.

We also entered into a credit facility (the “Credit Facility”) consisting of an $800 million term loan (the “Term Loan”) bearing interest at LIBOR plus 2.25% (with a LIBOR floor of 0.75%), and a $900 million revolving credit facility (the “Revolver”) initially bearing interest at LIBOR plus 2.25% (with no LIBOR floor) together with AUD275 million under the Australian LC Facility. As of September 30, 2017, there were no letters of credit issued under the Australian LC Facility. Amounts to be borrowed by GEO under the Credit Agreement are subject to the satisfaction of customary conditions to borrowing. The Term Loan component is scheduled to mature on March 23, 2024. The revolving credit commitment component is scheduled to mature on May 19, 2021; provided, that if on October 3, 2019 both the maturity dates of all term loans and incremental term loans have not been extended to a date that is 5¹⁄₂ years after March 23, 2017 or a later date, and the senior secured leverage ratio exceeds 2.50 to 1.00, then the termination date will be October 3, 2019. The Credit Agreement also has an accordion feature of $450.0 million, subject to lender demand and prevailing market conditions and satisfying the relevant borrowing conditions.

~~The Credit Agreement contains certain customary representations and warranties, and certain customary covenants that restrict our ability~~agreement, dated April 18, 2024 to, among other things, ~~(i) create, incur or assume any indebtedness, (ii) create, incur, assume or permit liens, (iii) make loans~~evidence and ~~investments, (iv) engage in mergers, acquisitions~~govern a first-lien senior secured revolving credit facility and ~~asset sales, (v) make certain restricted payments, (vi) issue, sell or otherwise dispose~~the commitments thereunder, and a first-lien senior secured term loan facility. The aggregate principal amount of ~~capital stock, (vii) engage in transactions with affiliates, (viii) allow~~revolving credit commitments under the ~~total leverage ratio to exceed 6.25 to 1.00, allow~~senior revolving credit facility is $310 million (including a $175 million letter of credit subfacility) and the aggregate principal amount of the senior secured ~~leverage ratio to exceed 3.50 to 1.00, or allow~~term loan facility is $450.0 million.

We used the ~~interest coverage ratio to be less than 3.00 to 1.00, (ix) cancel, forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value any~~net proceeds of the senior notes ~~except as permitted, (x) alter the business we conduct, and (xi) materially impair our lenders’ security interests in the collateral for its loans.~~

~~Events of default~~offering, borrowings under the ~~Credit Agreement include, but are not limited~~new term loan, and cash on hand to ~~(i) our failure~~refinance approximately $1.5 billion of existing indebtedness, including to ~~pay principal or interest when due, (ii) our material breach of any representation or warranty, (iii) covenant defaults, (iv) liquidation, reorganization~~fund the repurchase, redemption or other relief relating to bankruptcy or insolvency, (v) cross default under certain other material indebtedness, (vi) unsatisfied final judgments over a specified threshold, (vii) certain material environmental liability claims which have been asserted against us, and (viii) a change in control.

All of the obligations under the Credit Agreement are unconditionally guaranteed by certain domestic subsidiaries of GEO and the Credit Agreement and the related guarantees are secured by a perfected first-priority pledge of substantially alldischarge of our present and future tangible and intangible domestic assets and all present and future tangible and intangible domestic assets of each guarantor, including but not limited to a first-priority pledge of all of the outstanding capital stock owned by us and each guarantor in our domestic subsidiaries.

The Australian Borrowers are wholly owned foreign subsidiaries of GEO. We have designated each of the Australian Borrowers as restricted subsidiaries under the Credit Agreement. However, the Australian Borrowers are not obligated to pay or perform any obligations under the Credit Agreement other than their own obligations as Australian Borrowers under the Credit Agreement. The Australian Borrowers do not pledge any of their assets to secure any obligations under the Credit Agreement.

~~On August 18, 2016, the Company executed a Letter of Offer by and among GEO and HSBC Bank Australia Limited (the “Letter of Offer”) providing for a bank guarantee line and bank guarantee/standbysub-facility~~ in an aggregate amount of AUD100 million, or $78.3 million, based on exchange rates in effect as of September 30, 2017 (collectively, the “Bank Guarantee Facility”). The Bank Guarantee Facility allows GEO to provide letters of credit to assure performance of certain obligations of its wholly owned subsidiary relating to its prison project in Ravenhall, located near Melbourne, Australia. The Bank Guarantee Facility is unsecured. The issuance of letters of credit under the Bank Guarantee Facility is subject to the satisfaction of the conditions precedent specified in the Letter of Offer. Letters of credit issued under the bank guarantee lines are due on demand and letters of credit issued under the bank guarantee/standby~~sub-facility~~ cannot have a duration exceeding twelve months. The Bank Guarantee Facility may be terminated by HSBC Bank Australia Limited on 90 days written notice. As of September 30, 2017, there was AUD100 million, or $78.3 million based on exchange rates at September 30, 2017, in letters of credit issued under the Bank Guarantee Facility.

~~As of September 30, 2017, we had $796.0 million in aggregate borrowings outstanding, net of discount, under the~~existing Tranche 1 Term Loan and ~~$245.9 million in borrowings~~Tranche 2 Term Loan under our prior senior credit facility, the ~~Revolver,~~9.50% senior second lien secured notes due 2028, the 10.50% senior second lien secured notes due 2028, and ~~approximately $65.0 million in letters~~the 6.00% senior notes due 2026, to pay related premiums, transaction fees and expenses, and for general corporate purposes of ~~credit which left $589.2 million in additional borrowing capacity under~~ the ~~Revolver.~~ Company.

Refer to Note 1015 - ~~Debt~~Subsequent Events of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q for further ~~discussion.~~information.

On ~~April 18, 2016,~~February 9, 2024, we ~~completed an offering~~delivered a notice of ~~$350~~redemption for all of the remaining $23.8 million in outstanding aggregate principal amount of 6.00% Senior Notes due 2026. The notes will mature on April 15, 2026 and have a coupon rate and yield to maturity of 6.00%. Interest is payable semi-annually cash in arrears on April 15 and October 15 of each year. The proceeds were used to fund the tender offer and the redemption of all of our ~~6.625% Senior Notes due 2021, to pay all related fees, costs and expenses and for general corporate purposes including repaying borrowings under our Revolver.~~

~~On September 25, 2014, we completed an offering of $250.0 million aggregate principal amount of~~ 5.875% Senior Notes due 2024. The ~~notes will mature~~redemption occurred on ~~October 15, 2024~~March 11, 2024. The redemption price was equal to $1,000 per $1,000 original principal amount, plus any accrued and ~~have a coupon rate~~unpaid interest up to, but excluding the Redemption Date. We deposited with the trustee the redemption price, using available cash on hand, and ~~yield to maturity of 5.875%. Interest is payable semi-annually in cash in arrears on April 15 and October 15, which commenced on April 15, 2015. The proceeds received from~~the indenture governing the 5.875% Senior Notes due 2024 ~~were used~~has been satisfied and discharged.

On February 24, 2021, our wholly owned subsidiary, GEOCH, completed a private offering of $230 million aggregate principal amount of 6.50% Exchangeable Notes due 2026, which included the full exercise of the initial purchasers’ over-allotment option to purchase an additional $30 million aggregate principal amount of Convertible Notes. The Convertible Notes will mature on February 23, 2026, unless earlier repurchased or exchanged. The Convertible Notes bear interest at the rate of 6.50% per year plus an additional amount based on the dividends paid by GEO on its common stock. Interest on the notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2021.

Upon conversion, we will pay ~~down~~or deliver, as the case may be, cash or a combination of cash and shares of common stock. The initial conversion rate is 108.4011 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $9.225 per share of common stock). The conversion rate will be subject to adjustment in certain events. If GEO or GEOCH undergoes a fundamental change, holders may require GEOCH to purchase the notes in whole or in part for cash at a fundamental change purchase price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.

On May 6, 2024, the Company exchanged a portion of aggregate principal amount of its outstanding ~~borrowings under our Revolver~~6.50% Exchangeable Senior Notes for an exchange value of approximately $325 million. The consideration consisted of cash and ~~pay related fees, costs and expenses.~~shares of GEO common stock. Refer to Note 1015 - ~~Debt~~Subsequent Events of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form10-Q for further ~~discussion.~~

In connection with a new design and build prison project agreement in Ravenhall, Australia with the State of Victoria, in September 2014, we entered into a syndicated facility agreement (the “Construction Facility”) with National Australia Bank Limited to provide debt financing for construction of the project. The Construction Facility provides for~~non-recourse~~ funding up to AUD 791 million, or approximately $620 million, based on exchange rates as of September 30, 2017. Construction draws are funded throughout the project according to a fixed utilization schedule as defined in the syndicated facility agreement. The term of the Construction Facility is through October 2019 and bears interest at a variable rate quoted by certain Australian banks plus 200 basis points. After October 2019, the Construction Facility will be converted to a term loan with payments due quarterly beginning in 2019 through 2041. In accordance with the terms of the Construction Facility, upon completion and commercial acceptance of the prison, in accordance with the prison contract, the State will make a lump sum payment of AUD 310 million, or approximately $243 million, based on exchange rates as of September 30, 2017, towards a portion of the outstanding principal. The remaining outstanding principal balance will be repaid over the term of the operating agreement. As of September 30, 2017, approximately $550 million was outstanding under the Construction Facility. We also entered into interest rate swap and interest rate cap agreements related to our~~non-recourse~~ debt in connection with the project. Refer to Note 9 - Derivative Financial Instruments of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form~~10-Q~~ ~~for further discussion.~~

On October 3, 2013, we completed an offering of $250.0 million aggregate principal amount of 5.875% Senior Notes due 2022. The 5.875% Senior Notes due 2022 will mature on January 15, 2022 and have a coupon rate and yield to maturity of 5.875%. Interest is payable semi-annually on January 15 and July 15 each year, which commenced on January 15, 2014. The proceeds received from the 5.875% Senior Notes due 2022 were used, together with cash on hand, to fund the repurchase, redemption or other discharge of our 7.75% senior notes due 2017 and to pay related transaction fees and expenses.

On March 19, 2013, we completed an offering of $300.0 million aggregate principal amount of 5.125% Senior Notes. The 5.125% Senior Notes will mature on April 1, 2023 and have a coupon rate and yield to maturity of 5.125%. Interest is payable semi-annually on April 1 and October 1 each year, which commenced on October 1, 2013. A portion of the proceeds received from the 5.125% Senior Notes were used to repay the prior revolver credit draws outstanding under the prior senior credit facility. Refer to Note 10 - Debt of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form~~10-Q~~ ~~for further discussion.~~

~~In addition to the~~Our debt outstanding under the Credit ~~Facility,~~Agreement, the ~~6.00% Senior~~Secured Notes, the ~~5.125% Senior~~Unsecured Notes and the ~~5.875~~^.~~% Senior~~6.50% Exchangeable Notes due ~~2022 and the 5.875% Senior Notes due 2024 discussed above, we also have significant debt obligations which, although these obligations arenon-recourse~~ ~~to us,~~2026 require cash expenditures for debt service. Our significant debt obligations could have material consequences. See “Risk Factors-Risks Related to Our High Level of Indebtedness” in Item 1A of our Annual Report on Form10-K for the year ended December 31, ~~2016.~~2023. We are exposed to various commitments and contingencies which may have a material adverse effect on our liquidity. We also have guaranteed certain obligations for certain of our international subsidiaries. These~~non-recourse~~ ~~obligations,~~ commitments, ~~and~~ contingencies and guarantees are further discussed in our Annual Report on Form10-K for the year ended December 31, ~~2016.~~2023.

Refer to Note 10 - Debt of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on our indebtedness.

We consider opportunities for future business and/or asset acquisitions or dispositions as we deem appropriate when market conditions present opportunities. If we are successful in our pursuit of any new projects, our cash on hand, cash flows from operations and borrowings under the ~~existing~~new Credit ~~Facility~~Agreement may not provide sufficient liquidity to meet our capital needs and we could be forced to seek additional financing or refinance our existing indebtedness. There can be no assurance that any such financing or refinancing would be available to us on terms equal to or more favorable than our current financing terms, or at all. In the future, our access to capital and ability to compete for future ~~capital intensive~~capital-intensive projects will also be dependent upon, among other things, our ability to meet certain financial covenants in the indenture governing the ~~5.125% Senior~~Secured Notes, the indenture governing the ~~5.875% Senior~~Unsecured Notes, ~~due 2022,~~ the indenture governing ~~the 5.875% Senior~~our Convertible Notes ~~due 2024, the indenture governing the 6.00% Senior Notes due 2026~~ and our Credit Agreement. A substantial decline in our financial performance could limit our access to capital pursuant to these covenants and have a material adverse ~~affect~~effect on our liquidity and capital resources and, as a result, on our financial condition and results of operations. In addition to these foregoing potential constraints on our capital, a number of state government agencies have been suffering from budget deficits and liquidity issues. While we were in compliance with our debt covenants as of March 31, 2024 and we expect to continue to be in compliance with our debt covenants, if these constraints were to intensify, our liquidity could be materially adversely impacted as could our ability to remain in compliance with these debt covenants.

~~On March 7, 2017, we entered into an underwriting agreement related to~~Guarantor Financial Information

GEO’s Secured Notes, Unsecured Notes and Convertible Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis (except on a senior secured basis in the ~~issuance and sale~~case of ~~9,000,000 shares~~the Secured Notes) by certain of our ~~common stock, par value $.01 per share.~~wholly owned domestic subsidiaries (the “Subsidiary Guarantors”).

Summarized financial information is provided for The ~~offering price to the public was $27.80 per share~~GEO Group, Inc. (“Parent”) and the ~~underwriters agreed to purchase~~Subsidiary Guarantors on a combined basis in accordance with SEC Regulation S-X Rules 3-10 and 13-01. The accounting policies used in the ~~shares from us pursuant to~~preparation of this summarized financial information are consistent with those elsewhere in the ~~underwriting agreement at a price of $26.70 per share. In addition, under the terms~~consolidated financial statements of the underwriting agreement, we granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 1,350,000 shares of common stock. On March 8, 2017, the underwriters exercised in full their option to purchase the additional 1,350,000 shares of common stock. On March 13, 2017, we announcedCompany, except that ~~we had completed the sale of 10,350,000 shares of common stock with its previously announced underwritten public offering. We received gross proceeds (before underwriting discounts~~intercompany transactions and ~~estimated offering expenses) of approximately $288.1 million from the offering, including approximately $37.6 million in connection with the sale~~balances of the ~~additional shares. The 10,350,000 shares of common stock were issued under our previously effective shelf registration filed~~Parent and Subsidiary Guarantor entities with non-guarantor entities have not been eliminated. Intercompany transactions between the ~~Securities~~Parent and Exchange Commission as discussed below. The net proceeds of this offering were used to repay amounts outstanding under the revolver portion of our senior credit facility and for general corporate purposes.

~~In September 2014, we filed with the Securities and Exchange Commission an automatic shelf registration statement on FormS-3.~~ On November 10, 2014, in connection with the shelf registration, we filed with the Securities and Exchange Commission a prospectus supplement related to the offer and sale from time to time of our common stock at an aggregate offering price of up to $150.0 million through sales agents. Sales of shares of our common stock under the prospectus supplement and the equity distribution agreements entered into with the sales agents, if any, couldSubsidiary Guarantors have been ~~made~~eliminated and equity in ~~negotiated transactions or transactions that were deemed to be “at the market” offerings~~earnings from and investments in non-guarantor subsidiaries have not been presented.

(a) Includes amounts due from non-guarantor subsidiaries of $48.4 million and $50.0 million as ~~defined in Rule 415 under the Securities Act~~ of ~~1933. There were no shares of common stock sold under this prospectus supplement during the nine months ended September 30, 2017 or during the year ended~~March 31, 2024 and December 31, ~~2016. We sold 10,350,000 shares~~2023, respectively.

(b) Includes amounts due to non-guarantor subsidiaries of common stock in a public offering during the nine months ended September 30, 2017 pursuant to this automatic shelf registration statement under the preliminary prospectus supplement filed on March 7, 2017$32.5 million and the final prospectus supplement filed on March 9, 2017. On September 12, 2017, the shelf registration expired. On October 20, 2017, we filed with the SEC a new automatic shelf registration statement on Form~~S-3.~~ Under this shelf registration, we may, from time to time, sell any combination of securities described in the prospectus in one or more offerings. Each time that we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the securities being offered.

As a REIT, we are subject to a number of organizational and operational requirements, including a requirement that we annually distribute to our shareholders an amount equal to at least 90% of our REIT taxable income (determined before the deduction for dividends paid and by excluding any net capital gain). Generally, we expect to distribute all or substantially all of our REIT taxable income so as not to be subject to the income or excise tax on undistributed REIT taxable income. The amount, timing and frequency of distributions will be at the sole discretion of our Board and will be based upon various factors.

We plan to fund all of our capital needs, including distributions of our REIT taxable income in order to maintain our REIT qualification, and capital expenditures, from cash on hand, cash from operations, borrowings under our Credit Facility and any other financings which our management and Board, in their discretion, may consummate. Currently, our primary source of liquidity to meet these requirements is cash flow from operations and borrowings under the $900.0$31.5 million Revolver. Our management believes that cash on hand, cash flows from operations and availability under our Credit Facility will be adequate to support our capital requirements for 2017 as disclosed under “Capital Requirements” above.

~~We have anon-qualified~~ deferred compensation agreement with our Chief Executive Officer (“CEO”). The current agreement, as amended, provides for a lump sum payment upon retirement, no sooner than age 55. As of January 1, 2013, our CEO had reached age 55 and was eligible to receive the payment upon retirement. If our CEO had retired as of September 30, 2017, we would have had to pay him approximately $8.0 million. Based on our current capitalization, we do not believe that making this payment would materially adversely impact our liquidity.March 31, 2024 and December 31, 2023, respectively.

Except as discussed ~~above, and~~ in the notes to our Unaudited Consolidated Financial Statements included in Part I, Item 1 of this ~~quarterly report~~Quarterly Report on Form10-Q, we do not have anyoff-balance sheet arrangements.

Cash, cash equivalents and restricted cash and cash equivalents as of ~~September 30, 2017~~March 31, 2024 was ~~$51.5~~$195.3 million compared to ~~$68.0~~$176.3 million as of ~~December~~March 31, ~~2016.~~2023.

~~Cash~~Net cash provided by operating activities amounted to ~~$57.8~~$85.8 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 versus net cash ~~used in~~provided by operating activities of ~~$11.8~~$94.7 million for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2023. Cash provided by operating activities during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 was positively impacted by net income attributable to GEO,non-cash expenses such as depreciation and amortization, loss on sale/disposal of property and equipment, loss on extinguishment of debt, amortization of debt issuance costs, discount and/or premium and other non-cash interest, dividends received from unconsolidated joint ventures and stock-based compensation expense. Equity in earnings of affiliates, net of tax negatively impacted cash. ~~Changes in accounts~~Accounts receivable, prepaid expenses and other assets decreased in total by ~~$5.5~~$25.8 million, representing a positive impact on cash. The decrease was primarily driven by the favorable timing of billings and collections. ~~Changes in accounts~~Accounts payable, accrued expenses and other liabilities decreased by ~~$18.3~~$6.4 million which negatively impacted cash. The decrease was primarily driven by the timing of payments.

~~Additionally,~~Net cash provided by operating activities for the ~~nine~~three months ended September 30, 2017 was negatively impacted by an increase in changes in contract receivable of $163.1 million. This increase relates to costs incurred and estimated earnings in excess of billings related to the prison project in Ravenhall, Australia. The contract receivable is expected to grow as construction services are performed and will continue to have a negative impact on cash from operating activities until the balance is ultimately settled. In accordance with the contract, the project will not be billed out until completion and commercial acceptance of the facility.

~~Cash used in operating activities amounted to $11.8 million for the nine months ended September 30, 2016. Cash used in operating activities during the nine months ended September 30, 2016~~March 31, 2023 was positively impacted by net income attributable to GEO,non-cash expenses such as depreciation and amortization, amortization of debt issuance costs, and stock-based compensation expense. Equity in earnings of affiliates negatively impacted cash. Changes in accounts receivable, prepaid expenses and other assets increased in total by $34.0 million, representing a negative impact on cash. The increase was primarily driven by new facility activations as well as the timing of billings and collections. Changes in accounts payable, accrued expenses and other liabilities increased by $8.2 million which positively impacted cash. The increase was primarily driven by new facility activations as well as the timing of payments.

Additionally, cash provided by operating activities for the nine months ended September 30, 2016 was negatively impacted by an increase in changes in contract receivable of $205.1 million. This increase relates to costs incurred and estimated earnings in excess of billings related to the prison project in Ravenhall, Australia. The contract receivable is expected to grow as construction services are performed and will continue to have a negative impact on cash from operating activities until the balance is ultimately settled. In accordance with the contract, the project will not be billed out until completion and commercial acceptance of the facility.

Cash used in investing activities of $461.6 million during the nine months ended September 30, 2017 was primarily the result of capital expenditures of $104.1 million and our acquisition of CEC, net of cash acquired, of $353.6 million. Cash used in investing activities of $160.9 million during the nine months ended September 30, 2016 was primarily the result of capital expenditures of $68.0 million and changes in restricted cash and investments of $97.7 million.

Cash provided by financing activities during the nine months ended September 30, 2017 amounted to $387.0 million compared to cash provided by financing activities of $142.1 million during the nine months ended September 30, 2016. Cash provided by financing activities during the nine months ended September 30, 2017 was primarily the result of proceeds from long-term debt of $1,324.9 million which included proceeds received from the Company’s Term Loan which was modified on March 23, 2017. Additionally, we had proceeds from~~non-recourse~~ debt of $123.8 million related to construction draws for our prison project in Ravenhall, Australia. These increases were partially offset by a decrease for dividends paid of $169.2 million, payments on long-term debt of $1,093.1 million and payments on~~non-recourse~~ debt of $68.9 million. Cash provided by financing activities during the nine months ended September 30, 2016 amounted to $142.1 million. Cash provided by financing activities during the nine months ended September 30, 2016 was primarily the result of proceeds from long-term debt of $813.1 million which included the issuance of our 6.00% Senior Notes. Additionally, we had proceeds from~~non-recourse~~ debt of $273.1 million related to construction draws for our prison project in Ravenhall, Australia. These increases were partially offset by a decrease for dividends paid of $146.0 million and payments on long-term debt of $775.3 million which included the redemption of our 6.625% Senior Notes due 2021.

~~Funds from Operations (“FFO”) is a widely accepted supplementalnon-GAAP~~ measure utilized to evaluate the operating performance of real estate investment trusts. It is defined in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT, which defines FFO as net income (loss) attributable to common shareholders (computed in accordance with Generally Accepted Accounting Principles), excluding real estate related depreciation and amortization, excluding gains and losses from the cumulative effects of accounting changes, extraordinary items and sales of properties, and including adjustments for unconsolidated partnerships and joint ventures.

~~We also present Normalized Funds From Operations, or Normalized FFO, and Adjusted Funds from Operations, or AFFO, supplementalnon-GAAP~~ ~~financial measures of real estate investment trusts’ operating performances.~~

Normalized FFO is defined as FFO adjusted for certain items which by their nature are not comparable from period to period or that tend to obscure the Company’s actual operating performance, including for the periods presented loss on extinguishment of debt,~~start-up~~ ~~expenses, mergers and acquisitions (“M&A”) related expenses (which include certain transition related expenses) and the tax effect of those adjustments.~~

~~AFFO is defined as Normalized FFO adjusted by addingnon-cash~~ ~~expenses such asnon-real~~ ~~estate related depreciation and amortization, stock based compensation expense, the~~ amortization of debt issuance costs, discount and/or premium and othernon-cash interest, loss on sale/disposal of property and equipment, net, dividends received from unconsolidated joint ventures and stock-based compensation expense. Equity in earnings of affiliates, net of tax negatively impacted cash. Accounts receivable, prepaid expenses and other assets decreased in total by ~~subtracting recurring consolidated maintenance~~$71.0 million, representing a positive impact on cash. The decrease was primarily driven by the favorable timing of billings and collections. Accounts payable, accrued expenses and other liabilities decreased by $45.4 million which negatively impacted cash. The decrease was primarily driven by the timing of payments.

Net cash used in investing activities of $17.3 million during the three months ended March 31, 2024 was primarily the result of capital ~~expenditures.~~

~~Because~~Net cash used in financing activities during the three months ended March 31, 2024 was approximately $30.1 million compared to net cash used in financing activities of $45.9 million during the ~~unique design, structure~~three months ended March 31, 2023. Net cash used in financing activities during the three months ended March 31, 2024 was primarily the result of payments on long-term debt of $23.3 million and ~~use~~taxes paid related to net share settlement of equity awards of $7.4 million. Net cash used in financing activities during the three months ended March 31, 2023 was primarily the result of payments on long-term debt of $48.3 million and taxes paid related to net share settlement of equity awards of $3.4 million partially offset by proceeds from sale of treasury shares of $5.8 million.

EBITDA is defined as net income adjusted by adding provisions for income tax, interest expense, net of interest income and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for net loss attributable to non-controlling interests, stock-based compensation expenses, pre-tax, start-up expenses, pre-tax, close-out expenses, pre-tax, ATM equity program expenses, pre-tax and other non-cash revenue and expenses, pre-tax, and certain other adjustments as defined from time to time.

Given the nature of our ~~correctional facilities,~~business as a real estate owner and operator, we believe that ~~assessing the performance of our correctional facilities without the impact of depreciation or amortization is useful~~EBITDA and ~~meaningful~~Adjusted EBITDA are helpful to ~~investors. Although NAREIT has published its definition of FFO, companies often modify this definition~~investors as ~~they seek to provide financial~~ measures that meaningfully reflect their distinctive operations. We have modified FFO to derive Normalized FFO and AFFO that meaningfully reflect our operations. Our assessment of our operations is focused on long-term sustainability. The adjustments we make to derive the~~non-GAAP~~ measures of Normalized FFO and AFFO exclude items which may cause short-term fluctuations in income from continuing operations but have no impact on our cash flows, or we do not consider them to be fundamental attributes or the primary drivers of our business plan and they do not affect our overall long-term operating performance.

~~We may make adjustments to FFO from time to time for certain other income and expenses that do not reflect a necessary component~~ of our operational performance onbecause they provide an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures, and to fund other cash needs or reinvest cash into our business.

We believe that by removing the ~~basis discussed above, even though such items may require cash settlement. Because FFO, Normalized FFO and AFFO exclude~~impact of our asset base (primarily depreciation and ~~amortization unique to real estate as well asnon-operational~~ ~~items~~amortization) and excluding certain non-cash charges, amounts spent on interest and taxes, and certain other charges that are highly variable from year to year, ~~they~~EBITDA and Adjusted EBITDA provide our investors with performance measures that reflect the impact to operations from trends in occupancy rates, per diem rates ~~operating costs~~ and ~~interest~~operating costs, providing a perspective not immediately apparent from net income.

The adjustments we make to derive the non-GAAP measures of EBITDA and Adjusted EBITDA exclude items which may cause short-term fluctuations in income from continuing ~~operations. We believe~~operations and which we do not consider to be the ~~presentation of FFO, Normalized FFO and AFFO provide useful information to investors as they provide an indication~~fundamental attributes or primary drivers of our ~~ability to fund capital expenditures~~business plan and ~~expand~~they do not affect our ~~business. FFO, Normalized FFO~~overall long-term operating performance.

EBITDA and ~~AFFO~~Adjusted EBITDA provide disclosure on the same basis as that used by our management and provide consistency in our financial reporting, facilitate internal and external comparisons of our historical operating performance and our business units and provide continuity to investors for comparability purposes. ~~Additionally, FFO, Normalized FFO and AFFO are widely recognized measures in our industry as a real estate investment trust.~~

Our reconciliation of net income ~~attributable~~ to ~~The GEO Group, Inc. to FFO, Normalized FFO~~EBITDA and ~~AFFO~~Adjusted EBITDA for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023 is as follows (in thousands):

The following discussion contains statements that are not limited to historical statements and, therefore, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those stated or implied in the forward-looking statements. Please refer to “Part I - Item 1A. Risk Factors” and the ~~“Forward~~"Forward Looking Statements - Safe ~~Harbor”~~Harbor" sections in our Annual Report on Form10-K for the fiscal year ended December 31, ~~2016, as well as the “Forward-Looking Statements - Safe Harbor” section and other disclosures contained in this Form10-Q~~2023 for further discussion on forward-looking statements and the risks and other factors that could prevent us from achieving our goals and cause the assumptions underlying the forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements.

We continue to be encouraged by the current landscape of growth opportunities; however, any positive trends may, to some extent, be adversely impacted by government budgetary constraints or any changes to ~~the government’s~~a government's willingness to maintain or grow public-private partnerships in the future. While state finances overall are stable, future budgetary pressures may cause state ~~correctional~~ agencies to pursue a number of cost savings initiatives which may include reductions in per diem rates and/or the scope of services provided by private ~~operators.~~operators or the decision to not re-bid a contract after expiration of the contract term. These potential cost savings initiatives could have a material adverse impact on our current operations and/or our ability to pursue new business opportunities. Additionally, if state budgetary constraints, as discussed above, develop, persist or intensify, our state customers’ ability to pay us may be impaired and/or we may be forced to renegotiate our management contracts on less favorable terms and our financial condition, results of operations or cash flows could be materially adversely impacted. We plan to actively bid on any new projects that fit our target profile for profitability and operational risk. ~~Although we are pleased with the overall industry outlook,~~Any positive trends in the industry may be offset by several factors, including budgetary constraints, contract modifications, contract terminations, contractnon-renewals, contract re-bids and/or the decision to not re-bid a contract~~re-bids~~ after expiration of the contract term and the impact of any other potential changes to the willingness or ability to maintain or grow public-private partnerships on the part of other government agencies. We believe we have a strong relationship with our government agency partners and we believe that we operate facilities that maximize security, safety and efficiency while offering our suite of GEO Continuum of Care programs, services and resources.

On December 18, 2023, we received a new task order from ICE establishing February 19, 2024 as the end of the contract performance period, ten months short of the end of our 1,940-bed company owned Adelanto ICE Processing Center's base contract term. The next day, on December 19th, ICE issued a public statement, saying, in part, that “While no final decision has been made regarding the disposition of the facility, ICE must consider the effect of ongoing litigation that prevents full use of the facility, likelihood of relief from that litigation, the cost associated with maintaining the facility and the operational requirements for effective national detention operations.”

We believe the task order and public statement issued by ICE demonstrate that the government is considering whether to discontinue its use of the facility before the end of the contract’s base term due to the ongoing impact of the outdated COVID-19 related limitations imposed by the federal court over three years ago. As a result, GEO and the three unions representing the Facility’s employees have filed motions to protect GEO’s interests which include annualized revenues and the potential loss of jobs by 350-plus Facility employees. Subsequent to the filing of these motions, ICE extended the task order funding for the Adelanto contract through June 19, 2024.

On January 26, 2021, President Biden signed an executive order directing the United States Attorney General not to renew DOJ contracts with privately operated criminal detention facilities, as consistent with applicable law. Two agencies of the DOJ, the BOP and the USMS, utilized GEO’s support services at the time the executive order was signed. The BOP houses inmates who have been convicted of federal crimes, and the USMS is generally responsible for detainees who are awaiting trial or sentencing in U.S. federal courts. As of March 31, 2024, GEO has three company-owned/company-leased facilities under direct contracts with USMS, which have current contract option periods that expire between September 2025 and September 2028. As of March 31, 2024, we no longer have any contracts with the BOP for secure correctional facilities.

President Biden’s administration or a future administration may implement additional executive orders or directives relating to federal criminal justice policies and/or immigration policies, which may impact the federal government’s use of public-private partnerships with respect to secure correctional and detention facilities and immigration processing centers, including with respect to our contracts, and/or may impact the budget and spending priorities of federal agencies, including the BOP, USMS, and ICE, which is an agency of the U.S. Department of Homeland Security.

Prior to the executive order, we have historically had a relatively high contract renewal rate, however, there can be no assurance that we will be able to renew our expiring management contracts on favorable terms, or at all. Also, while we are pleased with our track record inre-bid situations, we cannot assure that we will prevail in any such future situations.

Internationally, we are exploring ~~a number of~~ opportunities in our current markets and will continue to actively bid on any opportunities that fit our target profile for profitability and operational risk. We are pleased to have been awarded a ten-year contract renewal for the continued delivery of secure transportation under our GEOAmey joint venture in the United Kingdom. In ~~September 2014, we announced that a consortium led by us and comprised of The~~January 2023, our Australian subsidiary, GEO ~~Group~~ Australia, ~~Pty. Ltd., John Holland Construction and Honeywell signed~~entered into a contract with the Department of Justice and Community Safety in the State of Victoria for the ~~development and operation~~delivery of a~~1,300-bed~~ ~~capacity prison in Ravenhall, Australia.~~primary health services across thirteen public prisons. The Ravenhall facility is being developed under a public-private partnership financing structure with a capital contribution from us, which was made in January 2017, of approximately AUD 115 million, or $90.1 million, basedcontract commenced on exchange rates as of September 30, 2017, and we anticipate returns on investment consistent with our company-owned facilities. The project is scheduled to achieve operational readiness during the fourth quarter of 2017.July 1, 2023.

With respect to our reentry services, electronic monitoring services, and ~~youth~~community-based services business, ~~conducted through our GEO Care business segment,~~ we are currently pursuing a number of business development opportunities. ~~Relative~~Related to opportunities for community-based reentry services, we are working with our existing federal, state, and local ~~correctional~~ clients to leverage new opportunities for both residential reentry facilities as well asnon-residential day reporting centers. With respect to the Department of Homeland Security's ISAP, since 2023 and into 2024, there has been a decline in ISAP participants as a result of recent changes in immigration and budgetary pressures. There are no assurances that there will not be a further decline in ISAP participants in 2024 and beyond. We are focused on delivering high quality services and developing new and innovative technology solutions. To this end, we recently launched VeriWatch, a new wrist-worn GPS tracking device that allows for real-time and discrete monitoring of individuals under community supervision. We continue to expend resources on informing federal, state and local governments about the benefits of public-private partnerships, and we anticipate that there will be new opportunities in the future as those efforts continue to yield results. We believe we are well positioned to capitalize on any suitable opportunities that become available in this area.

Operating expenses consist of those expenses incurred in the operation and management of our contracts to provide services to our governmental clients. Labor and related costs represented ~~54.0%~~approximately 68% and 65% of our operating expenses during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2024 and 2023, respectively. Additional significant operating expenses include food, utilities and ~~inmate~~ medical costs. During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024 and 2023, operating expenses totaled ~~75.3%~~approximately 73% and 71%, respectively, of our consolidated revenues. ~~Our~~We expect our operating expenses as a percentage of revenues in ~~2017~~2024 will be impacted by the opening of any new or existing idle facilities as a result of the cost of transitioning and/orstart-up operations related to a facility opening. We also expect that our operating expenses will be impacted by the effect of inflation on costs related to personnel, utilities, insurance, and medical and food, among other operational costs. During ~~2017,~~2024, we will incur carrying costs for facilities that are currently vacant. As of September 30, 2017, our worldwide operations include the management and/or ownership of approximately 96,000 beds at 140 correctional and detention facilities, including idle facilities, projects under development and recently awarded contracts, and also include the provision of community supervision services for more than 185,000 offenders and pretrial defendants, including approximately 100,000 individuals through an array of technology products including radio frequency, GPS, and alcohol monitoring devices.

General and administrative expenses consist primarily of corporate management salaries and benefits, professional fees and other administrative expenses. During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024 and 2023, general and administrative expenses totaled ~~8.5%~~approximately 9% and 8%, respectively, of our consolidated revenues. We expect general and administrative expenses as a percentage of revenues in ~~2017~~2024 to remain consistent or decrease as a result of cost savings initiatives. We expect business development costs to remain consistent or increase slightly as we pursue additional business development opportunities in all of our business lines. We also plan to continue expending resources from time to time on the evaluation of potential acquisition targets.

~~As of September 30, 2017, we~~We are currently marketing ~~approximately 5,400~~11,421 vacant beds at ~~five~~seven of our U.S. Secure Services and at three of our Reentry Services idle facilities to potential customers. One of our U.S. Secure Services idle facilities, the 750-bed Cheyenne Mountain Recovery Center, is currently under a contract that has not yet been activated. The annual net carrying cost of our idle facilities in ~~2017~~2024 is estimated to be ~~$11.9~~$29.2 million, including depreciation expense of ~~$1.5~~$14.0 million. As of ~~September 30, 2017,~~March 31, 2024, these ten facilities had a combined net book value of ~~$137.3~~$286.6 million. We currently do not have any firm commitment or agreement in place to activate ~~these facilities.~~the idle facilities (except for the Cheyenne Mountain Recovery Center). Historically, some facilities have been idle for multiple years before they received a new contract award. These idle facilities are included in the U.S. ~~Corrections & Detention segment.~~Secure Services and Reentry Services segments. The per diem rates that we charge our clients often vary by contract across our portfolio. However, if ~~all of these~~the remaining idle facilities were to be activated using our U.S. ~~Corrections & Detention~~Secure Services and Reentry Services average per diem ~~rate~~rates in ~~2017~~2024 (calculated as the U.S. ~~Corrections & Detention~~Secure Services and Reentry Services revenue divided by the number of U.S. ~~Corrections & Detention~~Secure Services and Reentry Services mandays) and based on the average occupancy rate in our ~~U.S. Corrections & Detention~~ facilities through ~~September 30, 2017,~~March 31, 2024, we would expect to receive incremental annualized revenue of approximately ~~$115~~$350 million and an annualized increase in earnings per share of approximately ~~$0.15~~$0.35 to ~~$0.20~~$0.38 per share based on our average ~~U.S. Corrections and Detention~~ operating ~~margin.~~margins.

We ~~are~~were exposed to market risks related to changes in interest rates with respect to our Exchange Credit ~~Facility.~~Agreement. Payments under the Exchange Credit ~~Facility are~~Agreement were indexed to a variable interest rate. Based on borrowings outstanding under the Exchange Credit ~~Facility~~Agreement of ~~$1,041.9~~approximately $906.7 million and ~~$65.0~~approximately $74 million in outstanding letters of credit, as of ~~September 30, 2017,~~March 31, 2024, for every one percent increase in the average interest rate applicable to the Exchange Credit Facility, our total annual interest expense would ~~increase~~have increased by ~~$10.0~~approximately $9 million.

~~We have entered into certain interest rate swap arrangements for hedging purposes, fixing the interest rates on our Australiannon-recourse~~ debt related to our Ravenhall Project to 3.3% during the design and construction phase and 4.2% during the operating phase. The difference between the floating rate and the swap rate on these instruments is recognized in interest expense within the respective entity. Because the interest rates with respect to these instruments are fixed, a hypothetical one percent change in the current interest rate would not have a material impact on our financial condition or results of operations.

Additionally, we invest our cash in a variety of short-term financial instruments to provide a return. These instruments generally consist of highly liquid investments with original maturities at the date of purchase of three months or less. While these instruments are subject to interest rate risk, a hypothetical 100 basis point increase or decrease in market interest rates would not have a material impact on our financial condition or results of operations.

We are also exposed to market risks related to fluctuations in foreign currency exchange rates between the U.S. dollar, and the Australian dollar, the South African Rand and the British Pound currency exchange rates. Based upon our foreign currency exchange rate exposure ~~at September 30, 2017,~~as of March 31, 2024, every 10 percent change in historical currency rates would have approximately a ~~$3.2~~$8.2 million effect on our financial position and approximately a ~~$1.5~~$0.2 million impact on our results of operations during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2024.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended, referred to as the Exchange Act), as of the end of the period covered by this report. On the basis of this review, our management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed in our reports filed with the SEC, under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

It should be noted that the effectiveness of our system of disclosure controls and procedures is subject to certain limitations inherent in any system of disclosure controls and procedures, including the exercise of judgment in designing, implementing and evaluating the controls and procedures, the assumptions used in identifying the likelihood of future events, and the inability to eliminate misconduct completely. Accordingly, there can be no assurance that our disclosure controls and procedures will detect all errors or fraud. As a result, by its nature, our system of disclosure controls and procedures can provide only reasonable assurance regarding management’s control objectives.

Our management is responsible to report any changes in our internal control over financial reporting (as such term is defined in Rules13a-15(f) and15d-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management believes that there have not been any changes in our internal control over financial reporting (as such term is defined in Rules13a-15(f) and15d-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. There were no significant changes to our internal control over financial reporting during the quarter ended March 31, 2024.

~~The information required herein is incorporated by reference from Note 11 - Commitments, Contingencies~~ITEM 1. LEGAL PROCEEDINGS.

On July 7, 2020, a putative shareholder class action lawsuit was filed against the Company and its officers George C. Zoley and Brian R. Evans in the ~~Notes~~U.S. District Court for the Southern District of Florida. The parties resolved this matter following mediation for a payment to a settlement class of $3 million paid by the Company's insurance carrier. On November 17, 2023, the court entered a Final Judgment and Order of Dismissal with Prejudice approving the settlement. After the putative shareholder class action lawsuit was filed, three related putative shareholder derivative actions were also filed. These cases generally allege breaches of fiduciary duties premised on alleged materially false and misleading statements and/or omissions related to pending litigation, as alleged in the shareholder class action. First, on July 1, 2021, a putative shareholder derivative complaint was filed by Anning Fang, a purported stockholder, in Palm Beach County, Florida Circuit Court against the Company, as well as current and former Company directors and officers George C. Zoley, Jose Gordo, Brian R. Evans, Ann M. Schlarb, Richard H. Glanton, Anne N. Foreman, Christopher C. Wheeler, Julie M. Wood, Guido van Hauwermeiren, Scott M. Kernan, and Duane Helkowski (collectively, the “State-Court Defendants”). Second, on November 12, 2021, a putative shareholder derivative complaint was filed by Rui Zhang, a purported stockholder, in the U.S. District Court for the Southern District of Florida against the Company, the State-Court Defendants, as well as then current and former Company officers David Venturella and J. David Donahue (collectively, the “Derivative Defendants”). Third, on August 24, 2022, a putative stockholder derivative complaint was filed by Gerardo Maldonado Jr., a purported stockholder, in the U.S. District Court for the Southern District of Florida against the Company and the Derivative Defendants. The state-court Fang complaint alleges breach of fiduciary duty and unjust enrichment claims against the State-Court Defendants relating to purported healthcare and quality of care deficiencies, an allegedly inadequate response to the ~~Unaudited Consolidated Financial Statements~~COVID-19 pandemic, alleged forced labor by detainees, and alleged exposure to pending litigation, which purportedly led to damage to GEO. The Zhang and Maldonado federal-court complaints make similar allegations of breach of fiduciary duty as to the Derivative Defendants, assert claims for unjust enrichment and waste of corporate assets, and also allege that the Derivative Defendants violated Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder and that Mr. Zoley contributed to alleged violations of Sections 10(b) and 21D of the Exchange Act. The three putative shareholder derivative cases are currently stayed. Following mediation, the Zhang parties reached an agreement to resolve all derivative claims with the Company agreeing to adopt certain corporate governance policies. On April 16, 2024, the Zhang court entered an order preliminarily approving the settlement.

Civil immigration detainees at the Aurora ICE Processing Center filed a class action lawsuit on October 22, 2014, against the Company in the U.S. District Court for the District of Colorado. The complaint alleges that the Company was in violation of the Colorado Minimum Wage Act ("CMWA") and the Federal Trafficking Victims Protection Act (“TVPA”). The complaint also claims that the Company was unjustly enriched based on the level of payment the detainees received for work performed in a Voluntary Work Program ("VWP") the Company is required to implement at the facility under the terms of its contract with the federal government. On July 6, 2015, the court found that detainees were not employees under the CMWA and dismissed this claim. On February 27, 2017, the court granted the plaintiffs' motion for class certification on the TVPA and unjust enrichment claims. The plaintiffs' class seeks actual damages, compensatory damages, exemplary damages, punitive damages, restitution, attorneys’ fees and costs, and such other relief as the court may deem proper. On October 18, 2022, the court issued an order granting plaintiffs’ motion for summary judgment on the Company’s affirmative defenses, denying the Company’s motion for summary judgment, motion to dismiss, and motion for decertification of the class, narrowing the class period for plaintiffs’ TVPA claims, and otherwise ruling against the Company’s motions for relief. All trial dates are currently stayed by court order pending appeal of certain of GEO's defenses to the 10th Circuit Court of Appeal. Oral argument before the 10th Circuit was held on September 18, 2023.

Since the Colorado suit was initially filed, four similar lawsuits have been filed - two in Washington State and two in California.

judgment entered against the Company in the retrial of the two cases, which judgment amounts were subsequently increased by a further award against the Company of attorney’s fees, costs, and pre-judgment interest in the amount of $14.4 million. Post-judgment interest is accruing on these judgments in accordance with Washington law. The trial court has waived the necessity to post a supersedeas bond for the combined judgments and has stayed enforcement of the verdict and judgments while GEO’s appeal to the U.S. Court of Appeals for the Ninth Circuit is pending. Oral argument before the Ninth Circuit was held on October 6, 2022. On March 7, 2023, the Ninth Circuit certified certain state law questions to the Washington Supreme Court. Oral argument before the Washington Supreme Court was held on October 17, 2023. On December 21, 2023, the Washington Supreme Court issued an opinion answering the questions certified by the Ninth Circuit. Under the Ninth Circuit’s March 7, 2023 order certifying the above questions to the Washington Supreme Court, the Ninth Circuit has resumed control and jurisdiction over the Washington State lawsuits. On February 21, 2024, the United States Department of Justice filed its Brief for the United States as Amicus Curiae in Support of GEO, arguing that the Washington State judgments should be reversed because the Supremacy Clause precludes application of the Washington Minimum Wage Statute to work programs for federal detainees. In its Brief, the Department of Justice asserts that application of the Washington law independently contravenes intergovernmental immunity because it would make federal detainees subject to provisions that do not apply, and never have applied, to persons in state custody, singling out a contractor with the federal government for obligations Washington does not itself bear. The Department of Justice also contends that the immigration statutory structure approved by Congress does not contemplate a role for states or state law in governing the Voluntary Work Program for federal detainees.

On July 13, 2023, the Company filed a lawsuit in the U.S. District Court for the Western District of Washington against the State of Washington for declaratory and injunctive relief challenging the State of Washington’s newly enacted law – House Bill 1470. House Bill 1470 purports to empower state agencies with new rule making, inspection, investigation, and testing powers over the Northwest ICE Processing Center. House Bill 1470 also creates a statutory regime of civil penalties applicable to private detention facilities for violations of House Bill 1470 detention standards, and purports to create a private right of action for detainees aggrieved by violations of the statute. On March 8, 2024, the U.S. District Court for the Western District of Washington entered an order preliminarily enjoining the enforcement of House Bill 1470 against GEO as the operator of the Northwest ICE Processing Center. On April 29, 2024, the State of Washington filed a Notice of Appeal of the order preliminarily enjoining the enforcement of House Bill 1470.

On April 15, 2024, the Company filed a lawsuit in the U.S. District Court for the District of New Jersey against the State of New Jersey for declaratory and injunctive relief challenging the State of New Jersey’s Assembly Bill 5207 – that purports to prohibit the operation of "private detention facilities" in the state, which would prevent the United States from using privately contracted detention facilities to house detainees in the custody of ICE. On April 25, 2024, the U.S. District Court for the District of New Jersey entered an order preliminarily enjoining the State of New Jersey from enforcingAssembly Bill 5207 against a private detention facility-including any owned by Plaintiff GEO-until a further Order of the Court.

The nature of the Company's business also exposes it to various other legal claims or litigation, including, but not limited to, civil rights claims relating to conditions of confinement and/or mistreatment, sexual misconduct claims brought by individuals in its care, medical malpractice claims, claims related to deaths in custody, product liability claims, intellectual property infringement claims, claims relating to employment matters (including, but not limited to, employment discrimination claims, union grievances and wage and hour claims), property loss claims, environmental claims, automobile liability claims, indemnification claims by its customers and other third-parties, contractual claims and claims for personal injury or other damages resulting from contact with the Company's facilities, programs, electronic monitoring products, personnel or detainees, including damages arising from the escape of an individual in its care or from a disturbance or riot at a facility. Legal proceedings with respect to our facilities are unpredictable and, where material, can cause adverse effects, such as prompting modification or even termination of the underlying facility management contracts.

A state non-income tax audit completed in 2016 included tax periods for which the state tax authority had previously processed a substantial tax refund. At the completion of the audit fieldwork, the Company received a notice of audit findings disallowing deductions that were previously claimed by the Company that was approved by the state tax authority and served as the basis for the approved refund claim. In early January 2017, the Company received a formal Notice of Assessment of Taxes and Demand for Payment from the taxing authority disallowing the deductions. The total tax, penalty and interest related to the assessment is approximately $21.1 million. The Company appealed the administrative ruling. In February 2024, the Company received notice that the New Mexico Court of Appeals had ruled against its appeal. The Company appealed this ruling to the New Mexico Supreme Court by timely filing a Petition for Writ of Certiorari on April 19, 2024. The Company disagrees with the assessment and will continue to take all necessary steps to vigorously defend its position. The Company has established an estimated liability based on its estimate of the most probable loss based on the facts and circumstances known to date and the advice of outside counsel in ~~Part I, Item 1~~connection with this matter.

The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of ~~this Quarterly Report~~the loss can be reasonably estimated. However, the results of these claims or proceedings cannot be predicted with certainty, and an unfavorable resolution of one or more of these claims or proceedings could have a material adverse effect on ~~Form10-Q.~~the Company's financial condition, results of operations or cash flows, including the modification or loss of one or more facility management contracts, or could result in a material impairment of the Company’s assets. The Company's accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. The Company generally does not accrue for anticipated legal fees and costs but expenses those items as incurred.

Item 1A of Part I of our Annual Report on Form10-K for the year ended December 31, ~~2016~~2023 (the “2023 Form 10-K”) includes a detailed discussion of the risk factors that could materially affect our business, financial condition or future prospects. We encourage you to read these risk factors in their entirety.

During the fiscal quarter ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Florida		65-0043078
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

~~One Park Place, 621 NW 53rd Street, Suite 700,~~4955 Technology Way Boca Raton, Florida		~~33487~~ 33431
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	GEO	New York Stock Exchange


			Fair Value Measurements at September 30, 2017
	Carrying Value at September 30, 2017		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Restricted investment:
Rabbi Trust	$	19,472	$	—	$	19,472	$	—
Fixed income securities		1,917		—		1,917		—
Liabilities:
Interest rate swap derivatives	$	15,673	$	—	$	15,673	$	—

			Fair Value Measurements at December 31, 2016
	Carrying Value at December 31, 2016		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Restricted investments:
Rabbi Trust	$	15,662	$	—	$	15,662	$	—
Fixed income securities		1,782		—		1,782		—
Interest rate cap derivatives		15		—		15		—
Liabilities:
Interest rate swap derivatives	$	18,679	$	—	$	18,679	$	—


			Fair Value Measurements at March 31, 2024
	Carrying Value at March 31, 2024		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Restricted investment:
Rabbi Trusts	$	53,403	$	9,692	$	43,711	$	—
Marketable equity and fixed income securities		52,250		23,366		28,884		—
Other non-current assets		19,186		—		19,186		—
Interest rate swap derivatives		4,733		—		4,733		—


			Fair Value Measurements at December 31, 2023
	Carrying Value at December 31, 2023		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Restricted investments:
Rabbi Trust	$	51,247	$	9,547	$	41,700	$	—
Marketable equity and fixed income securities		47,382		19,010		28,372		—
Other non-current assets		18,887		—		18,887		—
Interest rate swap derivatives		3,849		—		3,849		—


PART I - FINANCIAL INFORMATION		3

ITEM 1. FINANCIAL STATEMENTS		3

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30, 2017~~MARCH 31, 2024 AND ~~2016~~2023		3

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~ (UNAUDITED) FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30, 2017~~MARCH 31, 2024 AND ~~2016~~2023		4

CONSOLIDATED BALANCE SHEETS AS OF ~~SEPTEMBER 30, 2017~~MARCH 31, 2024 (UNAUDITED) AND DECEMBER 31, ~~2016~~2023		5

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER 30, 2017~~MARCH 31, 2024 AND ~~2016~~2023		6

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS		7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		43
	33
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		66
	48
ITEM 4. CONTROLS AND PROCEDURES		66
	48
PART II - OTHER INFORMATION		67
	49
ITEM 1. LEGAL PROCEEDINGS		67
	49
ITEM 1A. RISK FACTORS		67
	51
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		67
	51
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		67
	51
ITEM 4. MINE SAFETY DISCLOSURES		67
	51
ITEM 5. OTHER INFORMATION		67
	52
ITEM 6. EXHIBITS		68
	53
SIGNATURES		69	54


Preliminary Purchase Price Allocation
Accounts Receivable	$	29,916
Prepaid and other current assets		4,407
Property and equipment		126,510
Intangible assets		76,000
Favorable lease assets		3,110
Deferred income tax assets		1,792
Othernon-current assets		4,327

Total assets acquired	$	246,062

Accounts payable and accrued expenses		52,341
Unfavorable lease liabilities		1,299
Othernon-current liabilities		5,360

Total liabilities assumed	$	59,000

Total identifiable net assets		187,062
Goodwill		166,493

Total consideration paid, net of cash acquired	$	353,555


	Weighted Average Useful Life (years)		Fair Value as of April 5, 2017
Facility management contracts		18.3	$	75,300
Covenants not to compete		1		700

Total acquired intangible assets			$	76,000


	Three Months Ended				Nine Months Ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Pro forma revenues	$	566,759	$	621,565	$	1,756,320	$	1,805,064
Pro forma net income attributable to the GEO Group, Inc.	$	42,033	$	44,525	$	122,832	$	100,372


	December 31, 2016		Acquisitions		Foreign Currency Translation		September 30, 2017
U.S. Corrections & Detention	$	277,774	$	41,604	$	—	$	319,378
GEO Care		337,257		124,889		—		462,146
International Services		402		—		46		448

Total Goodwill	$	615,433		166,493	$	46	$	781,972


	September 30, 2017									December 31, 2016
	Weighted Average Useful Life (years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Facility management contracts		16.3	$	308,446	$	(101,537	)	$	206,909	$	233,136	$	(87,256	)	$	145,880
Covenants not to compete		1		700		(342	)		358		—		—			—
Technology		7.3		33,700		(24,377	)		9,323		33,700		(20,896	)		12,804
Trade name (Indefinite lived)		Indefinite		45,200		—			45,200		45,200		—			45,200

Total acquired intangible assets			$	388,046	$	(126,256	)	$	261,790	$	312,036	$	(108,152	)	$	203,884


Fiscal Year	Total Amortization Expense
Remainder of 2017	$	6,525
2018		22,821
2019		22,310
2020		22,310
2021		20,090
Thereafter		122,534

	$	216,590


			Estimated Fair Value Measurements at September 30, 2017
	Carrying Value as of September 30, 2017		Total Fair Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	51,526	$	51,526	$	51,526	$	—	$	—
Restricted cash and investments		24,012		24,012		20,592		3,420		—
Liabilities:

Borrowings under senior credit facility	$	1,041,874	$	1,047,844	$	—	$	1,047,844	$	—
5.875% Senior Notes due 2024		250,000		260,943		—		260,943		—
5.125% Senior Notes		300,000		305,418		—		305,418		—
5.875% Senior Notes due 2022		250,000		260,985		—		260,985		—
6.00% Senior Notes		350,000		368,571		—		368,571		—
Non-recourse debt, Australian subsidiary		549,926		549,926		—		549,926		—
Othernon-recourse debt, including current portion		36,381		37,465		—		37,465		—

			Estimated Fair Value Measurements at December 31, 2016
	Carrying Value as of December 31, 2016		Total Fair Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	68,038	$	68,038	$	68,038	$	—	$	—
Restricted cash and investments		22,319		22,319		19,614		2,705		—
Liabilities:
Borrowings under senior credit facility	$	804,500	$	795,008	$	—	$	795,008	$	—
5.875% Senior Notes due 2024		250,000		247,813		—		247,813		—
5.125% Senior Notes		300,000		292,125		—		292,125		—
5.875% Senior Notes due 2022		250,000		254,688		—		254,688		—
6.00% Senior Notes		350,000		346,938		—		346,938		—
Non-recourse debt, Australian subsidiary		454,222		454,185		—		454,185		—
Othernon-recourse debt, including current portion		36,280		37,550		—		37,550		—


	March 31, 2024			March 31, 2023
Cash and cash equivalents	$	126,497		$	110,916
Restricted cash and investments - non-current		141,378			129,832
Less Restricted investments - non-current		(72,595	)		(64,491	)
Total cash, cash equivalents and restricted cash and cash equivalents shown in the statement of cash flows	$	195,280		$	176,257


	Common shares						Additional Paid-In			Earnings in Excess of			Accumulated Other Comprehensive			Noncontrolling			Total Shareholders’
	Shares			Amount			Capital			Distributions			Loss			Interests			Equity
*Balance, January 1, 2017*		112,548		$	1,125		$	891,993		$	112,763		$	(30,825	)	$	(99	)	$	974,957
Proceeds from exercise of stock options		348			3			6,783			—			—			—			6,786
Stock-based compensation expense		—			—			14,852			—			—			—			14,852

Restricted stock granted		927			9			(9	)		—			—			—			—

Restricted stock canceled		(60	)		—			—			—			—			—			—

Dividends paid		—			—			—			(169,152	)		—			—			(169,152	)

Issuance of common stock - prospectus supplement		10,350			104			275,763			—			—			—			275,867
Shares withheld for net settlements of share-based awards		(135	)		(1	)		(4,121	)		—			—			—			(4,122	)
Issuance of common stock - ESPP		13			—			382			—			—			—			382

Net income (loss)		—			—			—			109,884			—			(123	)		109,761

Other comprehensive income		—			—			—			—			4,757			4			4,761

*Balance, September 30, 2017*		123,991		$	1,240		$	1,185,643		$	53,495		$	(26,068	)	$	(218	)	$	1,214,092


Declaration Date	Record Date	Payment Date	Distribution Per Share		Aggregate Payment Amount (in millions)
February 3, 2016	February 16, 2016	February 26, 2016	$	0.43	$	48.5
April 20, 2016	May 2, 2016	May 12, 2016	$	0.43	$	48.7
July 20, 2016	August 1, 2016	August 12, 2016	$	0.43	$	48.7
October 18, 2016	October 31, 2016	November 10, 2016	$	0.43	$	48.8
February 6, 2017	February 17, 2017	February 27, 2017	$	0.47	$	52.5
April 25, 2017	May 9, 2017	May 19, 2017	$	0.47	$	58.4
July 10, 2017	July 21, 2017	July 28, 2017	$	0.47	$	58.3


	Nine Months Ended September 30, 2017 (In thousands)
	Foreign currency translation adjustments, net of tax attributable to The GEO Group, Inc. (1)			Unrealized (loss)/gain on derivatives, net of tax			Pension adjustments, net of tax			Total
Balance, January 1, 2017	$	(11,284	)	$	(15,877	)	$	(3,664	)	$	(30,825	)

Current-period other comprehensive income		2,026			2,556			175			4,757

Balance, September 30, 2017	$	(9,258	)	$	(13,321	)	$	(3,489	)	$	(26,068	)


	Shares			Wtd. Avg. Exercise Price		Wtd. Avg. Remaining Contractual Term (years)		Aggregate Intrinsic Value
	(in thousands)							(in thousands)
Options outstanding at January 1, 2017		1,211		$	20.65		7.14	$	5,466
Options granted		462			32.30
Options exercised		(348	)		19.22
Options forfeited/canceled/expired		(59	)		27.35

Options outstanding at September 30, 2017		1,266		$	24.98		7.61	$	5,200

Options vested and expected to vest at September 30, 2017		1,186		$	24.77		7.53	$	5,025

Options exercisable at September 30, 2017		538		$	21.96		6.27	$	3,352


	Three Months Ended				Nine Months Ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Net income	$	38,453	$	43,674	$	109,761	$	99,156
Net loss attributable to noncontrolling interests		36		46		123		123

Net income attributable to The GEO Group, Inc.		38,489		43,720		109,884		99,279

Basic earnings per share attributable to The GEO Group, Inc.:
Weighted average shares outstanding		122,251		111,162		119,356		111,015

Per share amount	$	0.31	$	0.39	$	0.92	$	0.89

Diluted earnings per share attributable to The GEO Group, Inc.:
Weighted average shares outstanding		122,251		111,162		119,356		111,015
Dilutive effect of equity incentive plans		636		342		758		410

Weighted average shares assuming dilution		122,887		111,504		120,114		111,425

Per share amount	$	0.31	$	0.39	$	0.91	$	0.89


	September 30, 2017			December 31, 2016
Senior Credit Facility:
Term loan	$	796,000		$	289,500
Unamortized discount on term loan		(3,660	)		(375	)
Unamortized debt issuance costs on term loan		(7,961	)		—
Revolver		245,874			515,000

Total Senior Credit Facility	$	1,030,253		$	804,125
6.00% Senior Notes:
Notes Due in 2026		350,000			350,000
Unamortized debt issuance costs		(5,447	)		(5,770	)

Total 6.00% Senior Notes Due in 2026		344,553			344,230
5.875% Senior Notes:
Notes Due in 2024		250,000			250,000
Unamortized debt issuance costs		(3,485	)		(3,773	)

Total 5.875% Senior Notes Due in 2024		246,515			246,227
5.125% Senior Notes:
Notes Due in 2023		300,000			300,000
Unamortized debt issuance costs		(4,339	)		(4,786	)

Total 5.125% Senior Notes Due in 2023		295,661			295,214
5.875% Senior Notes
Notes Due in 2022		250,000			250,000
Unamortized debt issuance costs		(3,417	)		(3,923	)

Total 5.875% Senior Notes Due in 2022		246,583			246,077

Non-Recourse Debt		586,606			490,902
Unamortized debt issuance costs onnon-recourse debt		(12,689	)		(18,295	)
Unamortized discount onnon-recourse debt		(299	)		(400	)

TotalNon-Recourse Debt		573,618			472,207
Capital Lease Obligations		7,757			8,693
Other debt		2,787			3,030

Total debt		2,747,727			2,419,803
Current portion of capital lease obligations, long-term debt andnon-recourse debt		(260,046	)		(238,065	)
Capital Lease Obligations, long-term portion		(6,412	)		(7,431	)
Non-Recourse Debt, long-term portion		(323,387	)		(238,842	)

Long-Term Debt	$	2,157,882		$	1,935,465


	Nine Months Ended September 30, 2017			Year Ended December 31, 2016
Change in Projected Benefit Obligation
Projected benefit obligation, beginning of period	$	28,624		$	25,935
Service cost		751			995
Interest cost		921			1,155
Actuarial loss		—			1,031
Benefits paid		(426	)		(492	)

Projected benefit obligation, end of period	$	29,870		$	28,624

Change in Plan Assets
Plan assets at fair value, beginning of period	$	—		$	—
Company contributions		426			492
Benefits paid		(426	)		(492	)

Plan assets at fair value, end of period	$	—		$	—

Unfunded Status of the Plan	$	(29,870	)	$	(28,624	)


	��	For the Three Months Ended September 30, 2017
		The GEO Group, Inc.			Combined Subsidiary Guarantors			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues		$	171,553		$	464,140		$	69,698		$	(138,632	)	$	566,759
Operating expenses			139,165			364,834			57,767			(138,632	)		423,134
Depreciation and amortization			6,104			24,623			922			—			31,649
General and administrative expenses			14,699			28,066			6,309			—			49,074

Operating income			11,585			46,617			4,700			—			62,902
Interest income			2,688			1,629			14,871			(4,540	)		14,648
Interest expense			(18,148	)		(13,093	)		(12,018	)		4,540			(38,719	)

Income (loss) before income taxes and equity in earnings of affiliates			(3,875	)		35,153			7,553			—			38,831
Income tax provision			147			811			762			—			1,720
Equity in earnings of affiliates, net of income tax provision			—			—			1,342			—			1,342

Income (loss) before equity in income of consolidated subsidiaries			(4,022	)		34,342			8,133			—			38,453
Income from consolidated subsidiaries, net of income tax provision			42,475			—			—			(42,475	)		—

Net income			38,453			34,342			8,133			(42,475	)		38,453
Net loss attributable to noncontrolling interests			—			—			36			—			36

Net income attributable to The GEO Group, Inc.		$	38,453		$	34,342		$	8,169		$	(42,475	)	$	38,489

Net income		$	38,453		$	34,342		$	8,133		$	(42,475	)	$	38,453
Other comprehensive income, net of tax			—			64			1,561			—			1,625

Total comprehensive income		$	38,453		$	34,406		$	9,694		$	(42,475	)	$	40,078
Comprehensive loss attributable to noncontrolling interests			—			—			34			—			34

Comprehensive income attributable to The GEO Group, Inc.		$	38,453		$	34,406		$	9,728		$	(42,475	)	$	40,112


	As of September 30, 2017
	The GEO Group, Inc.		Combined Subsidiary Guarantors		Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	6,191	$	13,853	$	31,482		$	—		$	51,526
Restricted cash and investments		—		—		12,452			—			12,452
Accounts receivable, less allowance for doubtful accounts		129,730		241,031		16,137			—			386,898
Contract receivable, current portion		—		—		243,531			—			243,531
Prepaid expenses and other current assets		2,921		28,033		5,119			—			36,073

Total current assets		138,842		282,917		308,721			—			730,480

Restricted Cash and Investments		—		24,387		6,645			—			31,032
Property and Equipment, Net		751,374		1,213,614		90,994			—			2,055,982
Non-Current Contract Receivable		—		—		405,780			—			405,780
Intercompany Receivable		1,128,469		104,226		24,654			(1,257,349	)		—
Non-Current Deferred Income Tax Assets		763		19,254		11,814			—			31,831
Goodwill		79		781,444		449			—			781,972
Intangible Assets, Net		—		261,053		737			—			261,790
Investment in Subsidiaries		1,332,393		456,075		2,191			(1,790,659	)		—
OtherNon-Current Assets		12,714		118,579		18,708			(79,527	)		70,474

Total Assets	$	3,364,634	$	3,261,549	$	870,693		$	(3,127,535	)	$	4,369,341

LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	8,573	$	66,848	$	16,196		$	—		$	91,617
Accrued payroll and related taxes		—		30,190		18,590			—			48,780
Accrued expenses and other current liabilities		48,090		106,056		20,175			—			174,321
Current portion of capital lease obligations, long-term debt andnon-recourse debt		8,000		1,815		250,231			—			260,046

Total current liabilities		64,663		204,909		305,192			—			574,764

Intercompany Payable		14,535		1,211,260		31,554			(1,257,349	)		—
OtherNon-Current Liabilities		4,120		151,405		16,806			(79,527	)		92,804
Capital Lease Obligations		—		6,412		—			—			6,412
Long-Term Debt		2,067,008		—		90,874			—			2,157,882
Non-Recourse Debt		—		—		323,387			—			323,387
Commitments & Contingencies and Other
Shareholders’ Equity:
The GEO Group, Inc. Shareholders’ Equity		1,214,308		1,687,563		103,098			(1,790,659	)		1,214,310
Noncontrolling Interests		—		—		(218	)		—			(218	)

Total Shareholders’ Equity		1,214,308		1,687,563		102,880			(1,790,659	)		1,214,092

Total Liabilities and Shareholders’ Equity	$	3,364,634	$	3,261,549	$	870,693		$	(3,127,535	)	$	4,369,341


	As of December 31, 2016
	The GEO Group, Inc.		Combined Subsidiary Guarantors		Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	45,566	$	842	$	21,630		$	—		$	68,038
Restricted cash and investments		—		—		17,133			—			17,133
Accounts receivable, less allowance for doubtful accounts		139,571		200,239		16,445			—			356,255
Contract receivable, current portion		—		—		224,033			—			224,033
Prepaid expenses and other current assets		677		24,096		7,437			—			32,210

Total current assets		185,814		225,177		286,678			—			697,669

Restricted Cash and Investments		170		19,742		936			—			20,848
Property and Equipment, Net		735,104		1,078,220		83,917			—			1,897,241
Non-Current Contract Receivable		—		—		219,783						219,783
Intercompany Receivable		918,527		141,987		27,290			(1,087,804	)		—
Non-Current Deferred Income Tax Assets		764		17,918		11,357			—			30,039
Goodwill		79		614,941		413			—			615,433
Intangible Assets, Net		—		203,138		746			—			203,884
Investment in Subsidiaries		1,238,772		453,635		2,190			(1,694,597	)		—
OtherNon-Current Assets		15,011		108,434		20,933			(79,866	)		64,512

Total Assets	$	3,094,241	$	2,863,192	$	654,243		$	(2,862,267	)	$	3,749,409

LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	8,402	$	50,200	$	21,035		$	—		$	79,637
Accrued payroll and related taxes		—		41,230		14,030			—			55,260
Accrued expenses and other current liabilities		36,792		83,906		10,398			—			131,096
Current portion of capital lease obligations, long-term debt andnon-recourse debt		3,000		1,700		233,365			—			238,065

Total current liabilities		48,194		177,036		278,828			—			504,058

Intercompany Payable		133,039		920,825		33,940			(1,087,804	)		—
OtherNon-Current Liabilities		2,487		144,383		21,652			(79,866	)		88,656
Capital Lease Obligations		—		7,431		—			—			7,431
Long-Term Debt		1,935,465		—		—			—			1,935,465
Non-Recourse Debt		—		—		238,842			—			238,842
Commitments & Contingencies and Other
Shareholders’ Equity:
The GEO Group, Inc. Shareholders’ Equity		975,056		1,613,517		81,080			(1,694,597	)		975,056
Noncontrolling Interests		—		—		(99	)		—			(99	)

Total Shareholders’ Equity		975,056		1,613,517		80,981			(1,694,597	)		974,957

Total Liabilities and Shareholders’ Equity	$	3,094,241	$	2,863,192	$	654,243		$	(2,862,267	)	$	3,749,409


	For the Nine Months Ended September 30, 2016
	The GEO Group, Inc.			Combined Subsidiary Guarantors			Combined Non-Guarantor Subsidiaries			Consolidated
Cash Flow from Operating Activities:

Net cash (used in) provided by operating activities	$	99,124		$	57,187		$	(168,069	)	$	(11,758	)

Cash Flow from Investing Activities:
Proceeds from sale of property and equipment		68			—			—			68
Insurance proceeds - damaged property		4,733			—			—			4,733
Change in restricted cash and investments		(24	)		(2,635	)		(95,057	)		(97,716	)
Capital expenditures		(9,879	)		(54,552	)		(3,584	)		(68,015	)

Net cash used in investing activities		(5,102	)		(57,187	)		(98,641	)		(160,930	)

Cash Flow from Financing Activities:
Taxes paid related to net share settlements of equity awards		(2,336	)		—			—			(2,336	)
Proceeds from long-term debt		813,077			—			—			813,077
Payments on long-term debt		(775,256	)					—			(775,256	)
Payments onnon-recourse debt		—			—			(1,878	)		(1,878	)
Proceeds fromnon-recourse debt		—			—			273,087			273,087
Proceeds from issuance of common stock in connection with ESPP		—			—			338			338
Debt issuance costs		(16,980	)		—			(3,510	)		(20,490	)
Tax deficiency related to equity compensation		(844	)		—			—			(844	)
Proceeds from stock options exercised		2,367			—			—			2,367
Dividends paid		(145,991	)		—			—			(145,991	)

Net cash (used in) provided by financing activities		(125,963	)		—			268,037			142,074

Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			—			1,099			1,099

Net Decrease in Cash and Cash Equivalents		(31,941	)		—			2,426			(29,515	)
Cash and Cash Equivalents, beginning of period		37,077			—			22,561			59,638

Cash and Cash Equivalents, end of period	$	5,136		$	—		$	24,987		$	30,123


	2017		% of Revenue			2016		% of Revenue			$ Change			% Change
	(Dollars in thousands)
U.S. Corrections & Detention	$	365,071		64.4	%	$	344,452		62.1	%	$	20,619			6.0	%
GEO Care		134,610		23.8	%		99,779		18.0	%		34,831			34.9	%
International Services		45,641		8.1	%		40,416		7.3	%		5,225			12.9	%
Facility Construction & Design		21,437		3.8	%		69,729		12.6	%		(48,292	)		(69.3	)%

Total	$	566,759		100.0	%	$	554,376		100.0	%	$	12,383			2.2	%


	2024		% of Revenue			2023		% of Revenue			$ Change			% Change
	(Dollars in thousands)
U.S. Secure Services	$	400,940		66.2	%	$	365,957		60.2	%	$	34,983			9.6	%
Electronic Monitoring and Supervision Services		86,784		14.3	%		132,640		21.8	%		(45,856	)		(34.6	)%
Reentry Services		67,830		11.2	%		64,223		10.6	%		3,607			5.6	%
International Services		50,118		8.3	%		45,389		7.5	%		4,729			10.4	%
Total	$	605,672		100.0	%	$	608,209		100.0	%	$	(2,537	)		(0.4	)%


	2017		% of Segment Revenues			2016		% of Segment Revenues			$ Change			% Change
	(Dollars in thousands)
U.S. Corrections & Detention	$	268,718		73.6	%	$	248,024		72.0	%	$	20,694			8.3	%
GEO Care		90,949		67.6	%		60,051		60.2	%		30,898			51.5	%
International Services		41,752		91.5	%		38,051		94.1	%		3,701			9.7	%
Facility Construction & Design		21,715		101.3	%		69,533		99.7	%		(47,818	)		(68.8	)%

Total	$	423,134		74.7	%	$	415,659		75.0	%	$	7,475			1.8	%


	2024		% of Segment Revenues			2023		% of Segment Revenues			$ Change			% Change
	(Dollars in thousands)
U.S. Secure Services	$	301,132		75.1	%	$	282,212		77.1	%	$	18,920			6.7	%
Electronic Monitoring and Supervision Services		42,087		48.5	%		60,272		45.4	%		(18,185	)		(30.2	)%
Reentry Services		51,452		75.9	%		49,711		77.4	%		1,741			3.5	%
International Services		47,004		93.8	%		41,297		91.0	%		5,707			13.8	%
Total	$	441,675		72.9	%	$	433,492		71.3	%	$	8,183			1.9	%


	2017		% of Segment Revenue			2016		% of Segment Revenue			$ Change			% Change			2024		% of Segment Revenue			2023		% of Segment Revenue			$ Change			% Change
	(Dollars in thousands)																(Dollars in thousands)
U.S. Corrections & Detention	$	18,802		5.2	%	$	18,563		5.4	%	$	239			1.3	%
GEO Care		12,368		9.2	%		9,721		9.7	%		2,647			27.2	%
U.S. Secure Services																	$	20,567		5.1	%	$	19,401		5.3	%	$	1,166			6.0	%
Electronic Monitoring and Supervision Services																		6,517		7.5	%		7,680		5.8	%		(1,163	)		(15.1	)%
Reentry Services																		3,636		5.4	%		4,326		6.7	%		(690	)		(16.0	)%
International Services		479		1.0	%		499		1.2	%		(20	)		(4.0	)%		645		1.3	%		516		1.1	%		129			25.0	%

Total	$	31,649		5.6	%	$	28,783		5.2	%	$	2,866			10.0	%	$	31,365		5.2	%	$	31,923		5.2	%	$	(558	)		(1.7	)%


	2017		% of Revenue			2016		% of Revenue			$ Change		% Change
	(Dollars in thousands)
General and Administrative Expenses	$	49,074		8.7	%	$	37,483		6.8	%	$	11,591		30.9	%


	2017		Effective Rate			2016		Effective Rate			$ Change			% Change
	(Dollars in thousands)
Income Taxes	$	1,720		4.4	%	$	4,970		10.6	%	$	(3,250	)		(65.4	)%


	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Net operating revenues	$	552,434	$	559,764
Income from operations		72,256		85,563
Net income		16,606		22,205
Net income attributable to The GEO Group, Inc.		16,606		22,205


	March 31, 2024		December 31, 2023
Current assets	$	459,672	$	455,746
Noncurrent assets (a)		3,012,555		3,028,140
Current liabilities		346,103		354,503
Noncurrent liabilities (b)		1,983,149		1,997,130

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