Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of March 31, 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 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, 2017 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 178,173 $ 413,194 $ 101,484 $ (142,237 ) $ 550,614 Operating expenses 132,167 337,999 86,778 (142,237 ) 414,707 Depreciation and amortization 6,150 21,875 924 — 28,949 General and administrative expenses 13,667 20,981 7,938 — 42,586 Operating income 26,189 32,339 5,844 — 64,372 Interest income 3,354 820 11,828 (4,025 ) 11,977 Interest expense (15,792 ) (12,485 ) (10,748 ) 4,025 (35,000 ) Income before income taxes and equity in earnings of affiliates 13,751 20,674 6,924 — 41,349 Income tax provision 147 1,453 870 — 2,470 Equity in earnings of affiliates, net of income tax provision — — 1,487 — 1,487 Income before equity in income of consolidated subsidiaries 13,604 19,221 7,541 — 40,366 Income from consolidated subsidiaries, net of income tax provision 26,762 — — (26,762 ) — Net income 40,366 19,221 7,541 (26,762 ) 40,366 Net loss attributable to noncontrolling interests — — 37 — 37 Net income attributable to The GEO Group, Inc. $ 40,366 $ 19,221 $ 7,578 $ (26,762 ) $ 40,403 Net income $ 40,366 $ 19,221 $ 7,541 $ (26,762 ) $ 40,366 Other comprehensive income, net of tax — 47 1,213 — 1,260 Total comprehensive income $ 40,366 $ 19,268 $ 8,754 $ (26,762 ) $ 41,626 Comprehensive loss attributable to noncontrolling interests — — 35 — 35 Comprehensive income attributable to The GEO Group, Inc. $ 40,366 $ 19,268 $ 8,789 $ (26,762 ) $ 41,661 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 loss 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 BALANCE SHEET (dollars in thousands) (unaudited) As of March 31, 2017 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 399,480 $ 7,554 $ 27,525 $ — $ 434,559 Restricted cash and investments 1,269 — 15,570 — 16,839 Accounts receivable, less allowance for doubtful accounts 117,889 171,189 18,413 — 307,491 Contract receivable, current portion — — 237,649 — 237,649 Prepaid expenses and other current assets 508 23,978 4,506 — 28,992 Total current assets 519,146 202,721 303,663 — 1,025,530 Restricted Cash and Investments (1,079 ) 21,047 1,711 — 21,678 Property and Equipment, Net 735,780 1,088,196 85,722 — 1,909,698 Non-Current Contract Receivable — — 302,836 — 302,836 Intercompany Receivable 922,070 118,807 28,252 (1,069,129 ) — Non-Current Deferred Income Tax Assets 764 17,461 11,814 — 30,039 Goodwill 79 614,941 438 — 615,458 Intangible Assets, Net — 198,066 744 — 198,810 Investment in Subsidiaries 1,224,749 453,583 2,190 (1,680,522 ) — Other Non-Current Assets 14,118 108,416 20,185 (79,753 ) 62,966 Total Assets $ 3,415,626 $ 2,823,238 $ 757,555 $ (2,829,404 ) $ 4,167,015 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable $ 12,896 $ 45,108 $ 26,854 $ — $ 84,858 Accrued payroll and related taxes — 35,468 15,814 — 51,282 Accrued expenses and other current liabilities 40,514 65,159 14,235 — 119,908 Current portion of capital lease obligations, long-term debt and non-recourse debt 8,000 1,742 245,381 — 255,123 Total current liabilities 61,410 147,477 302,284 — 511,171 Intercompany Payable 109,991 924,252 34,886 (1,069,129 ) — Other Non-Current Liabilities 4,746 145,585 18,730 (79,753 ) 89,308 Capital Lease Obligations — 7,098 — — 7,098 Long-Term Debt 2,000,819 — 88,680 — 2,089,499 Non-Recourse Debt — — 224,291 — 224,291 Commitments & Contingencies and Other Shareholders' Equity: The GEO Group, Inc. Shareholders' Equity 1,238,660 1,598,826 88,818 (1,680,522 ) 1,245,782 Noncontrolling Interests — — (134 ) — (134 ) Total Shareholders’ Equity 1,238,660 1,598,826 88,684 (1,680,522 ) 1,245,648 Total Liabilities and Shareholders' Equity $ 3,415,626 $ 2,823,238 $ 757,555 $ (2,829,404 ) $ 4,167,015 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 ) — Other Non-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 and non-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 ) — Other Non-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 Three Months Ended March 31, 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 $ (22,988 ) $ 35,079 $ 35,791 $ 47,882 Cash Flow from Investing Activities: Proceeds from sale of property and equipment 689 — — 689 Change in restricted cash and investments (19 ) (1,305 ) 1,349 25 Capital expenditures (5,404 ) (27,062 ) (1,955 ) (34,421 ) Net cash used in investing activities (4,734 ) (28,367 ) (606 ) (33,707 ) Cash Flow from Financing Activities: Proceeds from long-term debt 1,083,148 — — 1,083,148 Payments on long-term debt (918,500 ) — — (918,500 ) Payments on non-recourse debt — — (67,171 ) (67,171 ) Proceeds from non-recourse debt — — 36,020 36,020 Taxes paid related to net share settlements of equity awards (3,434 ) — — (3,434 ) Proceeds from issuance of common stock in connection with ESPP — 122 122 Proceeds from issuance of common stock under prospectus supplement 276,036 — — 276,036 Debt issuance costs (6,992 ) — (379 ) (7,371 ) Proceeds from stock options exercised 3,882 — — 3,882 Dividends paid (52,504 ) — (52,504 ) Net cash (used in) provided by financing activities 381,636 — (31,408 ) 350,228 Effect of Exchange Rate Changes on Cash and Cash Equivalents — — 2,118 2,118 Net Increase in Cash and Cash Equivalents 353,914 6,712 5,895 366,521 Cash and Cash Equivalents, beginning of period 45,566 842 21,630 68,038 Cash and Cash Equivalents, end of period $ 399,480 $ 7,554 $ 27,525 $ 434,559 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: Taxes paid related to net share settlements of equity awards (1,717 ) — — (1,717 ) 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 Proceeds from issuance of common stock in connection with ESPP — — 2,357 2,357 Debt issuance costs — — (1,505 ) (1,505 ) Tax benefit related to equity compensation (818 ) — — (818 ) Proceeds from stock options exercised 979 — — 979 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 |