Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of June 30, 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 June 30, 2017 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 171,260 $ 465,286 $ 79,436 $ (138,912 ) $ 577,070 Operating expenses 135,244 373,399 68,714 (138,912 ) 438,445 Depreciation and amortization 6,065 24,906 895 — 31,866 General and administrative expenses 15,573 29,432 7,201 — 52,206 Operating income 14,378 37,549 2,626 — 54,553 Interest income 6,751 409 12,476 (7,290 ) 12,346 Interest expense (17,451 ) (15,775 ) (10,047 ) 7,290 (35,983 ) Income before income taxes and equity in earnings of affiliates 3,678 22,183 5,055 — 30,916 Income tax provision 147 793 460 — 1,400 Equity in earnings of affiliates, net of income tax provision — — 1,426 — 1,426 Income before equity in income of consolidated subsidiaries 3,531 21,390 6,021 — 30,942 Income from consolidated subsidiaries, net of income tax provision 27,411 — — (27,411 ) — Net income 30,942 21,390 6,021 (27,411 ) 30,942 Net loss attributable to noncontrolling interests — — 50 — 50 Net income attributable to The GEO Group, Inc. $ 30,942 $ 21,390 $ 6,071 $ (27,411 ) $ 30,992 Net income $ 30,942 $ 21,390 $ 6,021 $ (27,411 ) $ 30,942 Other comprehensive income, net of tax — 64 1,808 — 1,872 Total comprehensive income $ 30,942 $ 21,454 $ 7,829 $ (27,411 ) $ 32,814 Comprehensive loss attributable to noncontrolling interests — — 51 — 51 Comprehensive income attributable to The GEO Group, Inc. $ 30,942 $ 21,454 $ 7,880 $ (27,411 ) $ 32,865 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited) For the Three Months Ended June 30, 2016 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 174,414 $ 404,798 $ 112,811 $ (143,673 ) $ 548,350 Operating expenses 135,603 323,791 101,116 (143,673 ) 416,837 Depreciation and amortization 6,265 21,424 963 — 28,652 General and administrative expenses 14,846 15,250 6,808 — 36,904 Operating income 17,700 44,333 3,924 — 65,957 Interest income 5,440 409 6,013 (5,960 ) 5,902 Interest expense (16,369 ) (13,932 ) (6,748 ) 5,960 (31,089 ) Loss on early extinguishment of debt (15,866 ) — — — (15,866 ) Income (loss) before income taxes and equity in earnings of affiliates (9,095 ) 30,810 3,189 — 24,904 Income tax provision (benefit) (101 ) 3,099 881 — 3,879 Equity in earnings of affiliates, net of income tax provision — — 2,131 — 2,131 Income (loss) before equity in income of consolidated subsidiaries (8,994 ) 27,711 4,439 — 23,156 Income from consolidated subsidiaries, net of income tax provision 32,150 — — (32,150 ) — Net income 23,156 27,711 4,439 (32,150 ) 23,156 Net loss attributable to noncontrolling interests — — 53 — 53 Net income attributable to The GEO Group, Inc. $ 23,156 $ 27,711 $ 4,492 $ (32,150 ) $ 23,209 Net income $ 23,156 $ 27,711 $ 4,439 $ (32,150 ) $ 23,156 Other comprehensive income (loss), net of tax — 33 (2,611 ) — (2,578 ) Total comprehensive income $ 23,156 $ 27,744 $ 1,828 $ (32,150 ) $ 20,578 Comprehensive loss attributable to noncontrolling interests — — 52 — 52 Comprehensive income attributable to The GEO Group, Inc. $ 23,156 $ 27,744 $ 1,880 $ (32,150 ) $ 20,630 For the Six Months Ended June 30, 2017 The GEO Group, Inc. Combined Combined Eliminations Consolidated Revenues $ 349,433 $ 878,480 $ 180,920 $ (281,149 ) $ 1,127,684 Operating expenses 267,411 711,398 155,492 (281,149 ) 853,152 Depreciation and amortization 12,215 46,781 1,819 — 60,815 General and administrative expenses 29,240 50,413 15,139 — 94,792 Operating income 40,567 69,888 8,470 — 118,925 Interest income 10,105 1,229 24,304 (11,315 ) 24,323 Interest expense (33,243 ) (28,260 ) (20,795 ) 11,315 (70,983 ) Income before income taxes and equity in earnings of affiliates 17,429 42,857 11,979 — 72,265 Income tax provision (benefit) 294 2,247 1,329 — 3,870 Equity in earnings of affiliates, net of income tax provision — — 2,913 — 2,913 Income before equity in income of consolidated subsidiaries 17,135 40,610 13,563 — 71,308 Income from consolidated subsidiaries, net of income tax provision 57,749 — — (57,749 ) — Net income 74,884 40,610 13,563 (57,749 ) 71,308 Net loss attributable to noncontrolling interests — — 87 — 87 Net income attributable to The GEO Group, Inc. $ 74,884 $ 40,610 $ 13,650 $ (57,749 ) $ 71,395 Net income $ 74,884 $ 40,610 $ 13,563 $ (57,749 ) $ 71,308 Other comprehensive income, net of tax — 111 3,022 — 3,133 Total comprehensive income $ 74,884 $ 40,721 $ 16,585 $ (57,749 ) $ 74,441 Comprehensive loss attributable to noncontrolling interests — — 85 — 85 Comprehensive income attributable to The GEO Group, Inc. $ 74,884 $ 40,721 $ 16,670 $ (57,749 ) $ 74,526 For the Six Months Ended June 30, 2016 The GEO Group, Inc. Combined Combined Eliminations Consolidated Revenues $ 342,051 $ 805,140 $ 193,776 $ (282,432 ) $ 1,058,535 Operating expenses 273,513 643,695 170,567 (282,432 ) 805,343 Depreciation and amortization 12,527 42,657 1,919 — 57,103 General and administrative expenses 22,821 35,216 12,928 — 70,965 Operating income 33,190 83,572 8,362 — 125,124 Interest income 10,881 1,018 10,670 (12,110 ) 10,459 Interest expense (32,726 ) (27,876 ) (11,963 ) 12,110 (60,455 ) Loss on early extinguishment of debt (15,866 ) — — — (15,866 ) Income (loss) before income taxes and equity in earnings of affiliates (4,521 ) 56,714 7,069 — 59,262 Income tax provision (benefit) (91 ) 5,290 1,831 — 7,030 Equity in earnings of affiliates, net of income tax provision — — 3,250 — 3,250 Income (loss) before equity in income of consolidated subsidiaries (4,430 ) 51,424 8,488 — 55,482 Income from consolidated subsidiaries, net of income tax provision 59,912 — — (59,912 ) — Net income 55,482 51,424 8,488 (59,912 ) 55,482 Net loss attributable to noncontrolling interests — — 77 — 77 Net income attributable to The GEO Group, Inc. $ 55,482 $ 51,424 $ 8,565 $ (59,912 ) $ 55,559 Net income $ 55,482 $ 51,424 $ 8,488 $ (59,912 ) $ 55,482 Other comprehensive income (loss), net of tax — 65 (3,541 ) — (3,476 ) Total comprehensive income 55,482 51,489 4,947 (59,912 ) 52,006 Comprehensive loss attributable to noncontrolling interests — — 68 — 68 Comprehensive income attributable to The GEO Group, Inc. $ 55,482 $ 51,489 $ 5,015 $ (59,912 ) $ 52,074 CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) (unaudited) As of June 30, 2017 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 30,576 $ 6,882 $ 28,443 $ — $ 65,901 Restricted cash and investments 1,849 — 15,529 — 17,378 Accounts receivable, less allowance for doubtful accounts 112,978 213,596 15,787 — 342,361 Contract receivable, current portion — — 238,958 — 238,958 Prepaid expenses and other current assets 2,249 34,588 5,630 — 42,467 Total current assets 147,652 255,066 304,347 — 707,065 Restricted Cash and Investments (1,659 ) 22,632 2,047 — 23,020 Property and Equipment, Net 744,674 1,217,685 87,254 — 2,049,613 Non-Current Contract Receivable — — 358,727 — 358,727 Intercompany Receivable 1,122,898 93,918 28,658 (1,245,474 ) — Non-Current Deferred Income Tax Assets 763 19,685 11,814 — 32,262 Goodwill 79 787,284 440 — 787,803 Intangible Assets, Net — 267,580 765 — 268,345 Investment in Subsidiaries 1,315,016 457,591 2,190 (1,774,797 ) — Other Non-Current Assets 13,417 112,567 20,589 (79,640 ) 66,933 Total Assets $ 3,342,840 $ 3,234,008 $ 816,831 $ (3,099,911 ) $ 4,293,768 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable $ 20,438 $ 60,099 $ 17,490 $ — $ 98,027 Accrued payroll and related taxes — 47,674 15,518 — 63,192 Accrued expenses and other current liabilities 37,066 100,691 16,173 — 153,930 Current portion of capital lease obligations, long-term debt and non-recourse debt 8,000 1,746 245,658 — 255,404 Total current liabilities 65,504 210,210 294,839 — 570,553 Intercompany Payable 35,092 1,174,881 35,501 (1,245,474 ) — Other Non-Current Liabilities 4,725 155,895 17,761 (79,640 ) 98,741 Capital Lease Obligations — 6,787 — — 6,787 Long-Term Debt 2,018,040 — 89,168 — 2,107,208 Non-Recourse Debt — — 283,780 — 283,780 Commitments & Contingencies and Other Shareholders' Equity: The GEO Group, Inc. Shareholders' Equity 1,219,479 1,686,235 95,966 (1,774,797 ) 1,226,883 Noncontrolling Interests — — (184 ) — (184 ) Total Shareholders’ Equity 1,219,479 1,686,235 95,782 (1,774,797 ) 1,226,699 Total Liabilities and Shareholders' Equity $ 3,342,840 $ 3,234,008 $ 816,831 $ (3,099,911 ) $ 4,293,768 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 Six Months Ended June 30, 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 $ 2,389 $ 62,559 $ (14,234 ) $ 50,714 Cash Flow from Investing Activities: Acquisition of CEC, net of cash acquired (354,466 ) — — (354,466 ) Proceeds from sale of property and equipment 648 — — 648 Change in restricted cash and investments — (2,890 ) 1,055 (1,835 ) Capital expenditures (9,709 ) (53,629 ) (4,170 ) (67,508 ) Net (cash used) provided by in investing activities (363,527 ) (56,519 ) (3,115 ) (423,161 ) Cash Flow from Financing Activities: Proceeds from long-term debt 1,158,574 — — 1,158,574 Payments on long-term debt (972,500 ) — — (972,500 ) Payments on non-recourse debt — — (67,885 ) (67,885 ) Proceeds from non-recourse debt — — 91,076 91,076 Taxes paid related to net share settlements of equity awards (4,092 ) — — (4,092 ) Proceeds from issuance of common stock in connection with ESPP — 242 242 Proceeds from issuance of common stock under prospectus supplement 275,867 — — 275,867 Debt issuance costs (6,992 ) — (595 ) (7,587 ) Proceeds from stock options exercised 6,150 — — 6,150 Dividends paid (110,859 ) — (110,859 ) Net cash (used in) provided by financing activities 346,148 — 22,838 368,986 Effect of Exchange Rate Changes on Cash and Cash Equivalents — — 1,324 1,324 Net (Decrease) Increase in Cash and Cash Equivalents (14,990 ) 6,040 6,813 (2,137 ) Cash and Cash Equivalents, beginning of period 45,566 842 21,630 68,038 Cash and Cash Equivalents, end of period $ 30,576 $ 6,882 $ 28,443 $ 65,901 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited) For the Six Months Ended June 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 $ 84,523 $ 40,602 $ (86,873 ) $ 38,252 Cash Flow from Investing Activities: Proceeds from sale of property and equipment — 41 2 43 Insurance proceeds - damaged property — — 548 548 Change in restricted cash and investments (12 ) (1,565 ) (64,276 ) (65,853 ) Capital expenditures (5,137 ) (39,078 ) (1,799 ) (46,014 ) Net cash used in investing activities (5,149 ) (40,602 ) (65,525 ) (111,276 ) Cash Flow from Financing Activities: Taxes paid related to net share settlements of equity awards (2,257 ) — — (2,257 ) Proceeds from long-term debt 641,000 — — 641,000 Payments on long-term debt (627,506 ) — (627,506 ) Payments on non-recourse debt — — (3,044 ) (3,044 ) Proceeds from non-recourse debt — — 159,068 159,068 Proceeds from issuance of common stock in connection with ESPP — — 224 224 Debt issuance costs (16,980 ) — (2,517 ) (19,497 ) Tax benefit related to equity compensation (791 ) — — (791 ) Proceeds from stock options exercised 2,057 — — 2,057 Dividends paid (97,247 ) — — (97,247 ) Net cash (used in) provided by financing activities (101,724 ) — 153,731 52,007 Effect of Exchange Rate Changes on Cash and Cash Equivalents — — 244 244 Net Decrease in Cash and Cash Equivalents (22,350 ) — 1,577 (20,773 ) Cash and Cash Equivalents, beginning of period 37,077 — 22,561 59,638 Cash and Cash Equivalents, end of period $ 14,727 $ — $ 24,138 $ 38,865 |