Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of March 31, 2016, 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 March 31, 2016 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 167,637 $ 400,342 $ 80,965 $ (138,759 ) $ 510,185 Operating expenses 137,910 319,904 69,451 (138,759 ) 388,506 Depreciation and amortization 6,262 21,233 956 — 28,451 General and administrative expenses 7,975 19,966 6,120 — 34,061 Operating income 15,490 39,239 4,438 — 59,167 Interest income 5,441 609 4,657 (6,150 ) 4,557 Interest expense (16,357 ) (13,944 ) (5,215 ) 6,150 (29,366 ) Income before income taxes and equity in earnings of affiliates 4,574 25,904 3,880 — 34,358 Income tax provision 10 2,191 950 — 3,151 Equity in earnings of affiliates, net of income tax provision — — 1,119 — 1,119 Income before equity in income of consolidated subsidiaries 4,564 23,713 4,049 — 32,326 Income from consolidated subsidiaries, net of income tax provision 27,763 — — (27,763 ) — Net income 32,327 23,713 4,049 (27,763 ) 32,326 Net loss attributable to noncontrolling interests — — 24 — 24 Net income attributable to The GEO Group, Inc. $ 32,327 $ 23,713 $ 4,073 $ (27,763 ) $ 32,350 Net income $ 32,327 $ 23,713 $ 4,049 $ (27,763 ) $ 32,326 Other comprehensive income (loss), net of tax — 33 (931 ) — (898 ) Total comprehensive income $ 32,327 $ 23,746 $ 3,118 $ (27,763 ) $ 31,428 Comprehensive income attributable to noncontrolling interests — — 16 — 16 Comprehensive income attributable to The GEO Group, Inc. $ 32,327 $ 23,746 $ 3,134 $ (27,763 ) $ 31,444 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited) For the Three Months Ended March 31, 2015 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 144,383 $ 339,887 $ 64,967 $ (121,868 ) $ 427,369 Operating expenses 116,225 268,781 54,771 (121,868 ) 317,909 Depreciation and amortization 6,203 17,697 1,040 — 24,940 General and administrative expenses 10,323 16,880 4,645 — 31,848 Operating income 11,632 36,529 4,511 — 52,672 Interest income 6,178 1,231 2,137 (7,473 ) 2,073 Interest expense (14,310 ) (14,636 ) (3,173 ) 7,473 (24,646 ) Income before income taxes and equity in earnings of affiliates 3,500 23,124 3,475 — 30,099 Income tax provision — 1,740 1,088 — 2,828 Equity in earnings of affiliates, net of income tax provision — — 1,485 — 1,485 Income before equity in income of consolidated subsidiaries 3,500 21,384 3,872 — 28,756 Income from consolidated subsidiaries, net of income tax provision 25,256 — — (25,256 ) — Net income 28,756 21,384 3,872 (25,256 ) 28,756 Net income attributable to noncontrolling interests — — 21 — 21 Net income attributable to The GEO Group, Inc. $ 28,756 $ 21,384 $ 3,893 $ (25,256 ) $ 28,777 Net income $ 28,756 $ 21,384 $ 3,872 $ (25,256 ) $ 28,756 Other comprehensive income (loss), net of tax — 40 (5,761 ) — (5,721 ) Total comprehensive income (loss) $ 28,756 $ 21,424 $ (1,889 ) $ (25,256 ) $ 23,035 Comprehensive income attributable to noncontrolling interests — — 37 — 37 Comprehensive income (loss) attributable to The GEO Group, Inc. $ 28,756 $ 21,424 $ (1,852 ) $ (25,256 ) $ 23,072 CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) (unaudited) As of March 31, 2016 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 11,558 $ — $ 11,667 $ — $ 23,225 Restricted cash and investments — — 48,306 — 48,306 Accounts receivable, less allowance for doubtful accounts 129,625 191,458 20,513 — 341,596 Current deferred income tax assets — — — — — Prepaid expenses and other current assets 1,518 22,380 9,713 (1,260 ) 32,351 Total current assets 142,701 213,838 90,199 (1,260 ) 445,478 Restricted Cash and Investments 138 17,342 3,976 — 21,456 Property and Equipment, Net 743,004 1,095,108 81,482 — 1,919,594 Contract Receivable — — 230,927 — 230,927 Intercompany Receivable 971,827 52,704 3,123 (1,027,654 ) — Non-Current Deferred Income Tax Assets 713 11,898 11,543 — 24,154 Goodwill 79 614,941 439 — 615,459 Intangible Assets, Net — 218,354 744 — 219,098 Investment in Subsidiaries 1,110,983 453,595 2,190 (1,566,768 ) — Other Non-Current Assets 1,746 119,148 26,034 (80,067 ) 66,861 Total Assets $ 2,971,191 $ 2,796,928 $ 450,657 $ (2,675,749 ) $ 3,543,027 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable $ 6,549 $ 59,866 $ 17,094 $ — $ 83,509 Accrued payroll and related taxes — 32,311 14,936 — 47,247 Accrued expenses and other 38,226 77,020 12,274 (1,260 ) 126,260 Current portion of capital lease obligations, long-term debt and non-recourse debt 3,000 1,507 13,079 — 17,586 Total current liabilities 47,775 170,704 57,383 (1,260 ) 274,602 Non-Current Deferred Income Tax Liabilities — — — — — Intercompany Payable 42,792 972,513 12,349 (1,027,654 ) — Other Non-Current Liabilities 4,335 143,048 23,473 (80,067 ) 90,789 Capital Lease Obligations — 8,387 — — 8,387 Long-Term Debt 1,884,641 — — — 1,884,641 Non-Recourse Debt — — 292,879 — 292,879 Commitments & Contingencies and Other Shareholders' Equity: The GEO Group, Inc. Shareholders' Equity 991,648 1,502,276 64,490 (1,566,768 ) 991,646 Noncontrolling Interests — — 83 — 83 Total Shareholders’ Equity 991,648 1,502,276 64,573 (1,566,768 ) 991,729 Total Liabilities and Shareholders' Equity $ 2,971,191 $ 2,796,928 $ 450,657 $ (2,675,749 ) $ 3,543,027 CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) As of December 31, 2015 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 37,077 $ — $ 22,561 $ — $ 59,638 Restricted cash and investments — — 8,489 — 8,489 Accounts receivable, less allowance for doubtful accounts 131,747 162,538 19,812 — 314,097 Current deferred income tax assets — 23,120 4,794 — 27,914 Prepaid expenses and other current assets 1,190 17,917 10,310 (1,209 ) 28,208 Total current assets 170,014 203,575 65,966 (1,209 ) 438,346 Restricted Cash and Investments 138 16,386 3,712 — 20,236 Property and Equipment, Net 746,478 1,088,417 81,491 — 1,916,386 Direct Finance Lease Receivable — — 1,826 — 1,826 Contract Receivable — — 174,141 174,141 Intercompany Receivable 971,291 86,519 — (1,057,810 ) — Non-Current Deferred Income Tax Assets 710 (102 ) 6,791 — 7,399 Goodwill 79 614,941 418 — 615,438 Intangible Assets, Net — 223,426 722 — 224,148 Investment in Subsidiaries 1,106,546 453,636 — (1,560,182 ) — Other Non-Current Assets 2,387 116,561 25,486 (80,127 ) 64,307 Total Assets $ 2,997,643 $ 2,803,359 $ 360,553 $ (2,699,328 ) $ 3,462,227 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable $ 9,731 $ 54,675 $ 13,117 $ — $ 77,523 Accrued payroll and related taxes — 35,516 12,961 — 48,477 Accrued expenses and other 43,043 78,510 15,139 (1,209 ) 135,483 Current portion of capital lease obligations, long-term debt and non-recourse debt 3,000 1,477 12,664 — 17,141 Total current liabilities 55,774 170,178 53,881 (1,209 ) 278,624 Non-Current Deferred Income Tax Liabilities 11,120 351 — 11,471 Intercompany Payable 76,427 967,048 14,335 (1,057,810 ) — Other Non-Current Liabilities 2,894 143,887 21,040 (80,127 ) 87,694 Capital Lease Obligations — 8,693 — — 8,693 Long-Term Debt 1,855,810 — — — 1,855,810 Non-Recourse Debt — — 213,098 — 213,098 Commitments & Contingencies and Other Shareholders' Equity: The GEO Group, Inc. Shareholders' Equity 1,006,738 1,502,433 57,749 (1,560,182 ) 1,006,738 Noncontrolling Interests — — 99 — 99 Total Shareholders’ Equity 1,006,738 1,502,433 57,848 (1,560,182 ) 1,006,837 Total Liabilities and Shareholders' Equity $ 2,997,643 $ 2,803,359 $ 360,553 $ (2,699,328 ) $ 3,462,227 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited) For the Three Months Ended March 31, 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 $ (221 ) $ 25,317 $ (42,623 ) $ (17,527 ) Cash Flow from Investing Activities: Proceeds from sale of property and equipment — 18 — 18 Change in restricted cash and investments 90 (956 ) (40,171 ) (41,037 ) Capital expenditures (3,567 ) (24,379 ) (483 ) (28,429 ) Net cash used in investing activities (3,477 ) (25,317 ) (40,654 ) (69,448 ) Cash Flow from Financing Activities: Proceeds from long-term debt 117,000 — — 117,000 Payments on long-term debt (88,756 ) — — (88,756 ) Payments on non-recourse debt — — (1,613 ) (1,613 ) Proceeds from non-recourse debt — — 71,242 71,242 Taxes paid related to net share settlements of equity awards (1,717 ) — — (1,717 ) Proceeds from issuance of common stock in connection with ESPP — — 2,357 2,357 Debt issuance costs — — (1,505 ) (1,505 ) Tax deficiency related to equity compensation (818 ) — — (818 ) Proceeds from stock options exercised 979 — — 979 Cash dividends paid (48,509 ) — — (48,509 ) Net cash (used in) provided by financing activities (21,821 ) — 70,481 48,660 Effect of Exchange Rate Changes on Cash and Cash Equivalents — — 1,902 1,902 Net Decrease in Cash and Cash Equivalents (25,519 ) — (10,894 ) (36,413 ) Cash and Cash Equivalents, beginning of period 37,077 — 22,561 59,638 Cash and Cash Equivalents, end of period $ 11,558 $ — $ 11,667 $ 23,225 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited) For the Three Months Ended March 31, 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 $ 35,300 $ 30,416 $ (4,971 ) $ 60,745 Cash Flow from Investing Activities: Proceeds from sale of property and equipment — 20 — 20 Insurance proceeds - damages property — 700 — 700 Acquisition of LCS, net of cash acquired (307,403 ) — (307,403 ) Change in restricted cash and investments 102 (6,443 ) (1,767 ) (8,108 ) Capital expenditures (20,561 ) (13,042 ) (595 ) (34,198 ) Net cash used in investing activities (327,862 ) (18,765 ) (2,362 ) (348,989 ) Cash Flow from Financing Activities: Taxes paid related to net share settlements of equity awards (1,123 ) — — (1,123 ) Proceeds from long-term debt 371,000 — — 371,000 Payments on long-term debt (38,750 ) — (38,750 ) Payments on non-recourse debt — — (1,645 ) (1,645 ) Proceeds from non-recourse debt — — 33,019 33,019 Proceeds from reissuance of treasury stock in connection with ESPP 98 — — 98 Debt issuance costs — (1,245 ) (1,245 ) Tax benefit related to equity compensation 569 — — 569 Proceeds from stock options exercised 1,215 — — 1,215 Cash dividends paid (45,977 ) — — (45,977 ) Net cash provided by financing activities 287,032 — 30,129 317,161 Effect of Exchange Rate Changes on Cash and Cash Equivalents — — (1,273 ) (1,273 ) Net Increase (Decrease) in Cash and Cash Equivalents (5,530 ) 11,651 21,523 27,644 Cash and Cash Equivalents, beginning of period 18,492 782 22,063 41,337 Cash and Cash Equivalents, end of period $ 12,962 $ 12,433 $ 43,586 $ 68,981 |