Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of September 30, 2016 , 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 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, 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 ) Loss on extinguishment of debt — — — — — Income (loss) before income taxes and equity in earnings of affiliates (453 ) 43,535 3,869 — 46,951 Income tax provision (9 ) 4,032 947 — 4,970 Equity in earnings of affiliates, net of income tax provision — — 1,693 — 1,693 Income 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 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 — 869 889 — 1,758 Equity in earnings of affiliates, net of income tax provision — — 1,340 — 1,340 Income 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, net of tax — 43 (6,484 ) — (6,441 ) Total comprehensive income $ 38,291 $ 29,108 $ (2,718 ) $ (32,831 ) $ 31,850 Comprehensive loss attributable to noncontrolling interests — — 64 — 64 Comprehensive income 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 Nine Months Ended September 30, 2016 The GEO Group, Inc. Combined Combined 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 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 (benefit) provision (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 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 (loss) 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 (loss) before income taxes and equity in earnings of affiliates 1,765 84,120 12,415 — 98,300 Income tax (benefit) provision (62 ) 4,199 2,817 — 6,954 Equity in earnings of affiliates, net of income tax provision — — 3,949 — 3,949 Income (loss) from continuing operations 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 ) — 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 loss 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 BALANCE SHEET (dollars in thousands) (unaudited) As of September 30, 2016 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 5,136 $ — $ 24,987 $ — $ 30,123 Restricted cash and investments — — 102,652 — 102,652 Accounts receivable, less allowance for doubtful accounts 133,559 190,585 17,310 — 341,454 Current deferred income tax assets — — — — — Prepaid expenses and other current assets 3,534 21,920 9,352 (1,363 ) 33,443 Total current assets 142,229 212,505 154,301 (1,363 ) 507,672 Restricted Cash and Investments 162 19,021 5,280 — 24,463 Property and Equipment, Net 737,221 1,087,820 83,012 — 1,908,053 Contract Receivable — — 388,729 — 388,729 Intercompany Receivable 1,025,018 119,322 17,924 (1,162,264 ) — Non-Current Deferred Income Tax Assets 713 11,898 11,543 — 24,154 Goodwill 79 614,941 437 — 615,457 Intangible Assets, Net — 208,209 761 — 208,970 Investment in Subsidiaries 1,111,728 453,635 2,190 (1,567,553 ) — Other Non-Current Assets 18,153 105,703 20,984 (79,943 ) 64,897 Total Assets $ 3,035,303 $ 2,833,054 $ 685,161 $ (2,811,123 ) $ 3,742,395 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable $ 6,935 $ 47,247 $ 27,724 $ — $ 81,906 Accrued payroll and related taxes — 31,464 15,483 — 46,947 Accrued expenses and other current liabilities 50,615 81,013 14,290 (1,534 ) 144,384 Current portion of capital lease obligations, long-term debt and non-recourse debt 3,000 1,581 11,057 — 15,638 Total current liabilities 60,550 161,305 68,554 (1,534 ) 288,875 Non-Current Deferred Income Tax Liabilities — — — — — Intercompany Payable 110,122 1,025,366 26,776 (1,162,264 ) — Other Non-Current Liabilities 4,247 142,555 25,051 (79,772 ) 92,081 Capital Lease Obligations — 7,757 — — 7,757 Long-Term Debt 1,893,980 — — — 1,893,980 Non-Recourse Debt — — 493,303 — 493,303 Commitments & Contingencies and Other Shareholders' Equity: The GEO Group, Inc. Shareholders' Equity 966,404 1,496,071 71,482 (1,567,553 ) 966,404 Noncontrolling Interests — — (5 ) — (5 ) Total Shareholders’ Equity 966,404 1,496,071 71,477 (1,567,553 ) 966,399 Total Liabilities and Shareholders' Equity $ 3,035,303 $ 2,833,054 $ 685,161 $ (2,811,123 ) $ 3,742,395 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 current liabilities 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 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: Proceeds from long-term debt 813,077 — — 813,077 Payments on long-term debt (775,256 ) — — (775,256 ) Payments on non-recourse debt — — (1,878 ) (1,878 ) Proceeds from non-recourse debt — — 273,087 273,087 Taxes paid related to net share settlements of equity awards (2,336 ) — — (2,336 ) 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 Cash 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) Increase 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 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 ) Proceeds from sale of property and equipment — 49 — 49 Insurance proceeds - damaged property — 1,270 — 1,270 Acquisition of LCS, net of cash acquired (307,403 ) — (307,403 ) 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: Taxes paid related to net share settlements of equity awards (2,748 ) — — (2,748 ) 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 Proceeds from issuance of common 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 |