Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of June 30, 2015, the Company's 6.625% Senior Notes, 5.125% Senior Notes and each of the 5.875% Senior Notes 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 Regulation S-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 Subsidiary Non-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 June 30, 2015 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 161,365 $ 367,482 $ 61,521 $ (144,423 ) $ 445,945 Operating expenses 141,323 286,414 50,616 (144,423 ) 333,930 Depreciation and amortization 6,381 19,182 997 — 26,560 General and administrative expenses 11,049 16,928 4,197 — 32,174 Operating income 2,612 44,958 5,711 — 53,281 Interest income 5,735 847 3,183 (6,897 ) 2,868 Interest expense (15,537 ) (14,743 ) (3,268 ) 6,897 (26,651 ) Income before income taxes and equity in earnings of affiliates (7,190 ) 31,062 5,626 — 29,498 Income tax provision (benefit) (61 ) 1,588 842 — 2,369 Equity in earnings of affiliates, net of income tax provision — — 1,124 — 1,124 Income (loss) before equity in income of consolidated subsidiaries (7,129 ) 29,474 5,908 — 28,253 Income from consolidated subsidiaries, net of income tax provision 35,382 — — (35,382 ) — Net income 28,253 29,474 5,908 (35,382 ) 28,253 Net loss attributable to noncontrolling interests — — 38 38 Net income attributable to The GEO Group, Inc. $ 28,253 $ 29,474 $ 5,946 $ (35,382 ) $ 28,291 Net income $ 28,253 $ 29,474 $ 5,908 $ (35,382 ) $ 28,253 Other comprehensive income, net of tax — 40 4,810 — 4,850 Total comprehensive income $ 28,253 $ 29,514 $ 10,718 $ (35,382 ) $ 33,103 Comprehensive loss attributable to noncontrolling interests — — 43 — 43 Comprehensive income attributable to The GEO Group, Inc. $ 28,253 $ 29,514 $ 10,761 $ (35,382 ) $ 33,146 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited) For the Three Months Ended June 30, 2014 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 139,083 $ 327,427 $ 56,760 $ (110,427 ) $ 412,843 Operating expenses 111,191 251,833 47,461 (110,427 ) 300,058 Depreciation and amortization 6,441 16,169 1,138 — 23,748 General and administrative expenses 9,082 15,355 3,711 — 28,148 Operating income 12,369 44,070 4,450 — 60,889 Interest income 5,079 615 750 (5,620 ) 824 Interest expense (11,123 ) (13,357 ) (1,742 ) 5,620 (20,602 ) Income before income taxes and equity in earnings of affiliates 6,325 31,328 3,458 — 41,111 Income tax provision — 2,671 716 — 3,387 Equity in earnings of affiliates, net of income tax provision — — 1,174 — 1,174 Income before equity in income of consolidated subsidiaries 6,325 28,657 3,916 — 38,898 Income from consolidated subsidiaries, net of income tax provision 32,573 — — (32,573 ) — Net income 38,898 28,657 3,916 (32,573 ) 38,898 Net income attributable to The GEO Group, Inc. $ 38,898 $ 28,657 $ 3,916 $ (32,573 ) $ 38,898 Net income $ 38,898 $ 28,657 $ 3,916 $ (32,573 ) $ 38,898 Other comprehensive income, net of tax — 20 621 — 641 Total comprehensive income $ 38,898 $ 28,677 $ 4,537 $ (32,573 ) $ 39,539 Comprehensive loss attributable to noncontrolling interests — — 5 — 5 Comprehensive income attributable to The GEO Group, Inc. $ 38,898 $ 28,677 $ 4,542 $ (32,573 ) $ 39,544 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited) For the Six Months Ended June 30, 2015 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 305,748 $ 707,369 $ 126,488 $ (266,291 ) $ 873,314 Operating expenses 257,548 555,195 105,387 (266,291 ) 651,839 Depreciation and amortization 12,585 36,879 2,037 — 51,501 General and administrative expenses 21,372 33,808 8,842 — 64,022 Operating income 14,243 81,487 10,222 — 105,952 Interest income 11,914 2,078 5,319 (14,370 ) 4,941 Interest expense (29,847 ) (29,379 ) (6,441 ) 14,370 (51,297 ) Income before income taxes and equity in earnings of affiliates (3,690 ) 54,186 9,100 — 59,596 Income tax provision (benefit) (61 ) 3,328 1,929 — 5,196 Equity in earnings of affiliates, net of income tax provision — — 2,610 — 2,246 2,610 Income before equity in income of consolidated subsidiaries (3,629 ) 50,858 9,781 — 57,010 Income from consolidated subsidiaries, net of income tax provision 60,639 — — (60,639 ) — Income from continuing operations 57,010 50,858 9,781 (60,639 ) 57,010 Net income 57,010 50,858 9,781 (60,639 ) 57,010 Net loss attributable to noncontrolling interests — — 58 — 58 Net income attributable to The GEO Group, Inc. $ 57,010 $ 50,858 $ 9,839 $ (60,639 ) $ 57,068 Net income $ 57,010 $ 50,858 $ 9,781 $ (60,639 ) $ 57,010 Other comprehensive income (loss), net of tax — 77 (951 ) — (874 ) Total comprehensive income $ 57,010 $ 50,935 $ 8,830 $ (60,639 ) $ 56,136 Comprehensive loss attributable to noncontrolling interests — — 81 — 81 Comprehensive income attributable to The GEO Group, Inc. $ 57,010 $ 50,935 $ 8,911 $ (60,639 ) $ 56,217 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited) For the Six Months Ended June 30, 2014 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 273,837 $ 642,412 $ 109,091 $ (219,360 ) $ 805,980 Operating expenses 218,413 502,513 90,415 (219,360 ) 591,981 Depreciation and amortization 12,847 32,803 2,240 — 47,890 General and administrative expenses 18,421 30,891 7,338 — 56,650 Operating income 24,156 76,205 9,098 — 109,459 Interest income 10,615 1,051 1,429 (11,539 ) 1,556 Interest expense (22,197 ) (27,121 ) (3,475 ) 11,539 (41,254 ) Income before income taxes and equity in earnings of affiliates 12,574 50,135 7,052 — 69,761 Income tax provision — 3,965 1,560 — 5,525 Equity in earnings of affiliates, net of income tax provision — — 2,658 — 2,658 Income before equity in income of consolidated subsidiaries 12,574 46,170 8,150 — 66,894 Income from consolidated subsidiaries, net of income tax provision 54,320 — — (54,320 ) — Net income 66,894 46,170 8,150 (54,320 ) 66,894 Net income attributable to noncontrolling interests — — (6 ) — (6 ) Net income attributable to The GEO Group, Inc. $ 66,894 $ 46,170 $ 8,144 $ (54,320 ) $ 66,888 Net income $ 66,894 $ 46,170 $ 8,150 $ (54,320 ) $ 66,894 Other comprehensive income, net of tax — 39 1,644 — 1,683 Total comprehensive income $ 66,894 $ 46,209 $ 9,794 $ (54,320 ) $ 68,577 Comprehensive loss attributable to noncontrolling interests — — 2 — 2 Comprehensive income attributable to The GEO Group, Inc. $ 66,894 $ 46,209 $ 9,796 $ (54,320 ) $ 68,579 CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) (unaudited) As of June 30, 2015 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 5,852 $ 8,013 $ 33,179 $ — $ 47,044 Restricted cash and investments — — 7,946 — 7,946 Accounts receivable, less allowance for doubtful accounts 105,451 151,966 12,714 — 270,131 Current deferred income tax assets — 21,694 4,227 — 25,921 Prepaid expenses and other current assets 4,375 19,702 9,749 (1,154 ) 32,672 Total current assets 115,678 201,375 67,815 (1,154 ) 383,714 Restricted Cash and Investments 131 16,126 4,790 — 21,047 Property and Equipment, Net 747,862 1,088,613 82,791 — 1,919,266 Contract Receivable — — 110,176 — 110,176 Direct Finance Lease Receivable — — 5,339 — 5,339 Intercompany Receivable 944,769 116,878 — (1,061,647 ) — Non-Current Deferred Income Tax Assets — — 5,873 — 5,873 Goodwill 90 615,652 438 — 616,180 Intangible Assets, Net — 233,570 955 — 234,525 Investment in Subsidiaries 1,182,865 217,278 — (1,400,143 ) — Other Non-Current Assets 23,555 110,144 51,748 (80,116 ) 105,331 Total Assets $ 3,014,950 $ 2,599,636 $ 329,925 $ (2,543,060 ) $ 3,401,451 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable $ 8,058 $ 49,975 $ 1,534 $ — $ 59,567 Accrued payroll and related taxes — 30,076 15,037 — 45,113 Accrued expenses and other 42,941 68,924 24,072 (1,154 ) 134,783 Current portion of capital lease obligations, long-term debt and non-recourse debt 3,000 1,323 12,499 — 16,822 Total current liabilities 53,999 150,298 53,142 (1,154 ) 256,285 Non-Current Deferred Income Tax Liabilities (4,670 ) 20,434 5 — 15,769 Intercompany Payable 100,410 953,347 7,890 (1,061,647 ) — Other Non-Current Liabilities 4,104 143,356 18,575 (80,116 ) 85,919 Capital Lease Obligations — 9,286 — — 9,286 Long-Term Debt 1,844,763 — — — 1,844,763 Non-Recourse Debt — — 172,852 — 172,852 Commitments & Contingencies and Other Shareholders' Equity: The GEO Group, Inc. Shareholders' Equity 1,016,344 1,322,915 77,228 (1,400,143 ) 1,016,344 Noncontrolling Interests — — 233 — 233 Total Shareholders’ Equity 1,016,344 1,322,915 77,461 (1,400,143 ) 1,016,577 Total Liabilities and Shareholders' Equity $ 3,014,950 $ 2,599,636 $ 329,925 $ (2,543,060 ) $ 3,401,451 CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) As of December 31, 2014 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 18,492 $ 782 $ 22,063 $ — $ 41,337 Restricted cash and investments — — 4,341 — 4,341 Accounts receivable, less allowance for doubtful accounts 92,456 159,505 17,077 — 269,038 Current deferred income tax assets — 21,657 4,227 — 25,884 Prepaid expenses and other current assets 7,022 19,593 11,345 (1,154 ) 36,806 Total current assets 117,970 201,537 59,053 (1,154 ) 377,406 Restricted Cash and Investments 228 13,729 5,621 — 19,578 Property and Equipment, Net 726,238 961,896 84,032 — 1,772,166 Direct Finance Lease Receivable — — 9,256 — 9,256 Contract Receivable — — 66,229 66,229 Intercompany Receivable 962,314 119,414 — (1,081,728 ) — Non-Current Deferred Income Tax Assets — — 5,873 — 5,873 Goodwill 34 493,389 467 — 493,890 Intangible Assets, Net — 154,237 1,038 — 155,275 Investment in Subsidiaries 855,870 438,243 — (1,294,113 ) — Other Non-Current Assets 25,635 110,105 46,838 (80,043 ) 102,535 Total Assets $ 2,688,289 $ 2,492,550 $ 278,407 $ (2,457,038 ) $ 3,002,208 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable $ 7,549 $ 47,130 $ 3,476 $ — $ 58,155 Accrued payroll and related taxes — 24,184 14,372 — 38,556 Accrued expenses and other 47,637 75,574 18,555 (1,154 ) 140,612 Current portion of capital lease obligations, long-term debt and non-recourse debt 3,001 1,170 12,581 — 16,752 Total current liabilities 58,187 148,058 48,984 (1,154 ) 254,075 Non-Current Deferred Income Tax Liabilities (4,095 ) 14,170 (7 ) — 10,068 Intercompany Payable 121,327 942,071 18,330 (1,081,728 ) — Other Non-Current Liabilities 4,372 143,584 19,507 (80,034 ) 87,429 Capital Lease Obligations — 9,856 — — 9,856 Long-Term Debt 1,462,819 — — — 1,462,819 Non-Recourse Debt — — 131,968 — 131,968 Commitments & Contingencies and Other Shareholders' Equity: The GEO Group, Inc. Shareholders' Equity 1,045,679 1,234,811 59,311 (1,294,122 ) 1,045,679 Noncontrolling Interests — — 314 — 314 Total Shareholders’ Equity 1,045,679 1,234,811 59,625 (1,294,122 ) 1,045,993 Total Liabilities and Shareholders' Equity $ 2,688,289 $ 2,492,550 $ 278,407 $ (2,457,038 ) $ 3,002,208 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited) For the Six Months Ended June 30, 2015 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 $ 39,103 $ 62,486 $ (21,791 ) $ 79,798 Cash Flow from Investing Activities: Acquisition of SoberLink, cash consideration (24,402 ) (24,402 ) Acquisition of LCS, net of cash acquired (307,403 ) — — (307,403 ) Proceeds from sale of property and equipment — 123 — 123 Insurance proceeds - damaged property — 901 — 901 Change in restricted cash and investments (97 ) 2,396 (7,716 ) (5,417 ) Capital expenditures (36,367 ) (34,273 ) (1,054 ) (71,694 ) Net cash used in investing activities (343,867 ) (55,255 ) (8,770 ) (407,892 ) Cash Flow from Financing Activities: Proceeds from long-term debt 518,000 — — 518,000 Payments on long-term debt (134,744 ) — — (134,744 ) Payments on non-recourse debt — — (4,513 ) (4,513 ) Proceeds from non-recourse debt — — 49,731 49,731 Taxes paid related to net share settlements of equity awards (1,784 ) — — (1,784 ) Proceeds from reissuance of treasury stock in connection with ESPP 218 — — 218 Debt issuance costs — — (2,438 ) (2,438 ) Tax benefit related to equity compensation 651 — — 651 Proceeds from stock options exercised 2,037 — — 2,037 Cash dividends paid (92,254 ) — — (92,254 ) Net cash provided by financing activities 292,124 — 42,780 334,904 Effect of Exchange Rate Changes on Cash and Cash Equivalents — — (1,103 ) (1,103 ) Net Increase (Decrease) in Cash and Cash Equivalents (12,640 ) 7,231 11,116 5,707 Cash and Cash Equivalents, beginning of period 18,492 782 22,063 41,337 Cash and Cash Equivalents, end of period $ 5,852 $ 8,013 $ 33,179 $ 47,044 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited) For the Six Months Ended June 30, 2014 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Consolidated Cash Flow from Operating Activities: Net cash provided by operating activities $ 76,863 $ 33,090 $ 22,191 $ 132,144 Cash Flow from Investing Activities: Proceeds from sale of property and equipment — 514 — 514 Acquisition of Protocol, cash consideration — (13,000 ) — (13,000 ) Change in restricted cash and investments (207 ) (1,917 ) (6,812 ) (8,936 ) Capital expenditures (24,197 ) (16,671 ) (254 ) (41,122 ) Net cash used in investing activities (24,404 ) (31,074 ) (7,066 ) (62,544 ) Cash Flow from Financing Activities: Proceeds from long-term debt 9,000 — — 9,000 Payments on long-term debt (14,000 ) (82 ) (3,097 ) (17,179 ) Indirect repurchases of treasury shares (1,416 ) — — (1,416 ) Proceeds from reissuance of treasury stock in connection with ESPP 185 — — 185 Tax benefit related to equity compensation 1,351 — — 1,351 Proceeds from stock options exercised 5,531 — — 5,531 Cash dividends paid (82,656 ) — — (82,656 ) Net cash used in financing activities (82,005 ) (82 ) (3,097 ) (85,184 ) Effect of Exchange Rate Changes on Cash and Cash Equivalents — — 819 819 Net Increase (Decrease) in Cash and Cash Equivalents (29,546 ) 1,934 12,847 (14,765 ) Cash and Cash Equivalents, beginning of period 30,730 985 20,410 52,125 Cash and Cash Equivalents, end of period $ 1,184 $ 2,919 $ 33,257 $ 37,360 |