Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of September 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 September 30, 2015 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 175,353 $ 369,004 $ 65,388 $ (139,879 ) $ 469,866 Operating expenses 142,002 288,303 55,540 (139,879 ) 345,966 Depreciation and amortization 6,007 20,002 1,118 — 27,127 General and administrative expenses 12,285 16,876 4,581 — 33,742 Operating income 15,059 43,823 4,149 — 63,031 Interest income 5,820 431 2,870 (6,129 ) 2,992 Interest expense (15,419 ) (14,320 ) (3,704 ) 6,129 (27,314 ) Income before income taxes and equity in earnings of affiliates 5,460 29,934 3,315 — 38,709 Income tax provision (benefit) — 869 889 — 1,758 Equity in earnings of affiliates, net of income tax provision — — 1,340 — 1,340 Income (loss) before equity in income of consolidated subsidiaries 5,460 29,065 3,766 — 38,291 Income from consolidated subsidiaries, net of income tax provision 32,831 — — (32,831 ) — Net income 38,291 29,065 3,766 (32,831 ) 38,291 Net loss attributable to noncontrolling interests — — 21 21 Net income attributable to The GEO Group, Inc. $ 38,291 $ 29,065 $ 3,787 $ (32,831 ) $ 38,312 Net income $ 38,291 $ 29,065 $ 3,766 $ (32,831 ) $ 38,291 Other comprehensive income (loss), net of tax — 43 (6,484 ) — (6,441 ) Total comprehensive income $ 38,291 $ 29,108 $ (2,718 ) $ (32,831 ) $ 31,850 Comprehensive income attributable to noncontrolling interests — — 64 — 64 Comprehensive income (loss) attributable to The GEO Group, Inc. $ 38,291 $ 29,108 $ (2,654 ) $ (32,831 ) $ 31,914 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited) For the Three Months Ended September 30, 2014 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 141,631 $ 337,769 $ 92,300 $ (113,800 ) $ 457,900 Operating expenses 115,580 257,645 82,791 (113,800 ) 342,216 Depreciation and amortization 6,395 16,554 1,130 — 24,079 General and administrative expenses 8,352 14,295 5,640 — 28,287 Operating income 11,304 49,275 2,739 — 63,318 Interest income 5,593 966 953 (6,464 ) 1,048 Interest expense (11,716 ) (14,258 ) (1,898 ) 6,464 (21,408 ) Income before income taxes and equity in earnings of affiliates 5,181 35,983 1,794 — 42,958 Income tax provision — 4,528 1,009 — 5,537 Equity in earnings of affiliates, net of income tax provision — — 1,544 — 1,544 Income before equity in income of consolidated subsidiaries 5,181 31,455 2,329 — 38,965 Income from consolidated subsidiaries, net of income tax provision 33,784 — — (33,784 ) — Net income 38,965 31,455 2,329 (33,784 ) 38,965 Net income attributable to noncontrolling interests — — 26 — 26 Net income attributable to The GEO Group, Inc. $ 38,965 $ 31,455 $ 2,355 $ (33,784 ) $ 38,991 Net income $ 38,965 $ 31,455 $ 2,329 $ (33,784 ) $ 38,965 Other comprehensive income (loss), net of tax — 19 (8,002 ) — (7,983 ) Total comprehensive income (loss) $ 38,965 $ 31,474 $ (5,673 ) $ (33,784 ) $ 30,982 Comprehensive loss attributable to noncontrolling interests — — 49 — 49 Comprehensive income (loss) attributable to The GEO Group, Inc. $ 38,965 $ 31,474 $ (5,624 ) $ (33,784 ) $ 31,031 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited) For the Nine Months Ended September 30, 2015 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 481,102 $ 1,076,373 $ 191,876 $ (406,170 ) $ 1,343,181 Operating expenses 399,557 843,498 160,927 (406,170 ) 997,812 Depreciation and amortization 18,592 56,881 3,155 — 78,628 General and administrative expenses 33,657 50,684 13,423 — 97,764 Operating income 29,296 125,310 14,371 — 168,977 Interest income 17,733 2,510 8,189 (20,499 ) 7,933 Interest expense (45,264 ) (43,700 ) (10,145 ) 20,499 (78,610 ) Income before income taxes and equity in earnings of affiliates 1,765 84,120 12,415 — 98,300 Income tax provision (benefit) (62 ) 4,199 2,817 — 6,954 Equity in earnings of affiliates, net of income tax provision — — 3,949 — 2,246 3,949 Income before equity in income of consolidated subsidiaries 1,827 79,921 13,547 — 95,295 Income from consolidated subsidiaries, net of income tax provision 93,468 — — (93,468 ) — Income from continuing operations 95,295 79,921 13,547 (93,468 ) 95,295 Net income 95,295 79,921 13,547 (93,468 ) 95,295 Net loss attributable to noncontrolling interests — — 79 — 79 Net income attributable to The GEO Group, Inc. $ 95,295 $ 79,921 $ 13,626 $ (93,468 ) $ 95,374 Net income $ 95,295 $ 79,921 $ 13,547 $ (93,468 ) $ 95,295 Other comprehensive income (loss), net of tax — 120 (7,435 ) — (7,315 ) Total comprehensive income $ 95,295 $ 80,041 $ 6,112 $ (93,468 ) $ 87,980 Comprehensive income attributable to noncontrolling interests — — 145 — 145 Comprehensive income attributable to The GEO Group, Inc. $ 95,295 $ 80,041 $ 6,257 $ (93,468 ) $ 88,125 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited) For the Nine Months Ended September 30, 2014 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 415,468 $ 980,181 $ 201,391 $ (333,160 ) $ 1,263,880 Operating expenses 333,992 760,159 173,206 (333,160 ) 934,197 Depreciation and amortization 19,242 49,357 3,370 — 71,969 General and administrative expenses 26,773 45,186 12,978 — 84,937 Operating income 35,461 125,479 11,837 — 172,777 Interest income 16,208 2,017 2,382 (18,003 ) 2,604 Interest expense (33,913 ) (41,379 ) (5,373 ) 18,003 (62,662 ) Income before income taxes and equity in earnings of affiliates 17,756 86,117 8,846 — 112,719 Income tax provision — 8,493 2,569 — 11,062 Equity in earnings of affiliates, net of income tax provision — — 4,202 — 4,202 Income before equity in income of consolidated subsidiaries 17,756 77,624 10,479 — 105,859 Income from consolidated subsidiaries, net of income tax provision 88,103 — — (88,103 ) — Net income 105,859 77,624 10,479 (88,103 ) 105,859 Net income attributable to noncontrolling interests — — 20 — 20 Net income attributable to The GEO Group, Inc. $ 105,859 $ 77,624 $ 10,499 $ (88,103 ) $ 105,879 Net income $ 105,859 $ 77,624 $ 10,479 $ (88,103 ) $ 105,859 Other comprehensive income (loss), net of tax — 58 (6,359 ) — (6,301 ) Total comprehensive income $ 105,859 $ 77,682 $ 4,120 $ (88,103 ) $ 99,558 Comprehensive loss attributable to noncontrolling interests — — 51 — 51 Comprehensive income attributable to The GEO Group, Inc. $ 105,859 $ 77,682 $ 4,171 $ (88,103 ) $ 99,609 CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) (unaudited) As of September 30, 2015 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 14,378 $ 2,373 $ 30,380 $ — $ 47,131 Restricted cash and investments — — 8,389 — 8,389 Accounts receivable, less allowance for doubtful accounts 114,215 160,899 13,930 — 289,044 Current deferred income tax assets — 21,694 4,227 — 25,921 Prepaid expenses and other current assets 4,087 19,275 11,048 (1,154 ) 33,256 Total current assets 132,680 204,241 67,974 (1,154 ) 403,741 Restricted Cash and Investments 127 15,236 10,695 — 26,058 Property and Equipment, Net 751,490 1,087,819 82,152 — 1,921,461 Contract Receivable — — 124,679 — 124,679 Direct Finance Lease Receivable — — 3,303 — 3,303 Intercompany Receivable 905,295 147,801 — (1,053,096 ) — Non-Current Deferred Income Tax Assets — — 5,873 — 5,873 Goodwill 90 615,448 399 — 615,937 Intangible Assets, Net — 228,498 829 — 229,327 Investment in Subsidiaries 1,218,023 213,919 — (1,431,942 ) — Other Non-Current Assets 23,176 111,209 50,006 (80,154 ) 104,237 Total Assets $ 3,030,881 $ 2,624,171 $ 345,910 $ (2,566,346 ) $ 3,434,616 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable $ 9,582 $ 47,923 $ 15,062 $ — $ 72,567 Accrued payroll and related taxes — 25,788 13,886 — 39,674 Accrued expenses and other 39,077 74,655 14,971 (1,154 ) 127,549 Current portion of capital lease obligations, long-term debt and non-recourse debt 3,000 1,323 12,105 — 16,428 Total current liabilities 51,659 149,689 56,024 (1,154 ) 256,218 Non-Current Deferred Income Tax Liabilities (1,310 ) 17,074 5 — 15,769 Intercompany Payable 91,350 961,000 746 (1,053,096 ) — Other Non-Current Liabilities 2,858 142,544 23,158 (80,154 ) 88,406 Capital Lease Obligations — 8,992 — — 8,992 Long-Term Debt 1,881,034 — — — 1,881,034 Non-Recourse Debt — — 178,738 — 178,738 Commitments & Contingencies and Other Shareholders' Equity: The GEO Group, Inc. Shareholders' Equity 1,005,290 1,344,872 87,070 (1,431,942 ) 1,005,290 Noncontrolling Interests — — 169 — 169 Total Shareholders’ Equity 1,005,290 1,344,872 87,239 (1,431,942 ) 1,005,459 Total Liabilities and Shareholders' Equity $ 3,030,881 $ 2,624,171 $ 345,910 $ (2,566,346 ) $ 3,434,616 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 Nine Months Ended September 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 $ 72,063 $ 74,464 $ (35,363 ) $ 111,164 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 — 49 — 49 Insurance proceeds - damaged property — 1,270 — 1,270 Change in restricted cash and investments 101 (1,957 ) (9,280 ) (11,136 ) Capital expenditures (51,084 ) (47,833 ) (1,927 ) (100,844 ) Net cash used in investing activities (358,386 ) (72,873 ) (11,207 ) (442,466 ) Cash Flow from Financing Activities: Proceeds from long-term debt 642,000 — — 642,000 Payments on long-term debt (222,675 ) — — (222,675 ) Payments on non-recourse debt — — (6,366 ) (6,366 ) Proceeds from non-recourse debt — — 70,117 70,117 Taxes paid related to net share settlements of equity awards (2,748 ) — — (2,748 ) Proceeds from reissuance of treasury stock in connection with ESPP 321 — — 321 Debt issuance costs — — (5,217 ) (5,217 ) Tax benefit related to equity compensation 1,252 — — 1,252 Proceeds from stock options exercised 2,513 — — 2,513 Cash dividends paid (138,454 ) — — (138,454 ) Net cash provided by financing activities 282,209 — 58,534 340,743 Effect of Exchange Rate Changes on Cash and Cash Equivalents — — (3,647 ) (3,647 ) Net Increase (Decrease) in Cash and Cash Equivalents (4,114 ) 1,591 8,317 5,794 Cash and Cash Equivalents, beginning of period 18,492 782 22,063 41,337 Cash and Cash Equivalents, end of period $ 14,378 $ 2,373 $ 30,380 $ 47,131 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited) For the Nine Months Ended September 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 $ 149,460 $ 53,506 $ (38,341 ) $ 164,625 Cash Flow from Investing Activities: Proceeds from sale of property and equipment — 515 — 515 Acquisition of Protocol, cash consideration — (13,025 ) — (13,025 ) Change in restricted cash and investments (212 ) (2,073 ) (3,767 ) (6,052 ) Capital expenditures (41,020 ) (34,432 ) (2,261 ) (77,713 ) Net cash used in investing activities (41,232 ) (49,015 ) (6,028 ) (96,275 ) Cash Flow from Financing Activities: Proceeds from long-term debt 459,384 — — 459,384 Payments on long-term debt (508,400 ) (732 ) — (509,132 ) Indirect repurchases of treasury shares (1,844 ) — — (1,844 ) Payments on non-recourse debt — — (4,511 ) (4,511 ) Proceeds from non-recourse debt — — 74,191 74,191 Proceeds from reissuance of treasury stock in connection with ESPP 277 — — 277 Debt issuance costs - deferred (7,802 ) — (15,706 ) (23,508 ) Tax benefit related to equity compensation 1,498 — — 1,498 Issuance of common stock under prospectus supplement 54,724 — — 54,724 Proceeds from stock options exercised 6,384 — — 6,384 Cash dividends paid (124,084 ) — — (124,084 ) Net cash used in financing activities (119,863 ) (732 ) 53,974 (66,621 ) Effect of Exchange Rate Changes on Cash and Cash Equivalents — — (1,174 ) (1,174 ) Net Increase (Decrease) in Cash and Cash Equivalents (11,635 ) 3,759 8,431 555 Cash and Cash Equivalents, beginning of period 30,730 985 20,410 52,125 Cash and Cash Equivalents, end of period $ 19,095 $ 4,744 $ 28,841 $ 52,680 |