Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of June 30, 2018 , 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, 2018 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 202,186 $ 474,966 $ 67,256 $ (160,899 ) $ 583,509 Operating expenses 161,122 381,040 56,534 (160,899 ) 437,797 Depreciation and amortization 6,564 23,695 1,054 — 31,313 General and administrative expenses 16,281 25,738 5,429 — 47,448 Operating income 18,219 44,493 4,239 — 66,951 Interest income 3,406 1,447 8,908 (5,094 ) 8,667 Interest expense (19,647 ) (13,959 ) (8,407 ) 5,094 (36,919 ) Income before income taxes and equity in earnings of affiliates 1,978 31,981 4,740 — 38,699 Income tax provision 716 1,442 1,557 — 3,715 Equity in earnings of affiliates, net of income tax provision — — 2,341 — 2,341 Income before equity in income of consolidated subsidiaries 1,262 30,539 5,524 — 37,325 Income from consolidated subsidiaries, net of income tax provision 36,063 — — (36,063 ) — Net income 37,325 30,539 5,524 (36,063 ) 37,325 Net loss attributable to noncontrolling interests — — 96 — 96 Net income attributable to The GEO Group, Inc. $ 37,325 $ 30,539 $ 5,620 $ (36,063 ) $ 37,421 Net income $ 37,325 $ 30,539 $ 5,524 $ (36,063 ) $ 37,325 Other comprehensive income (loss), net of tax — 625 (2,757 ) — (2,132 ) Total comprehensive income $ 37,325 $ 31,164 $ 2,767 $ (36,063 ) $ 35,193 Comprehensive loss attributable to noncontrolling interests — — 117 — 117 Comprehensive income attributable to The GEO Group, Inc. $ 37,325 $ 31,164 $ 2,884 $ (36,063 ) $ 35,310 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 Six Months Ended June 30, 2018 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 397,816 $ 933,694 $ 136,062 $ (319,146 ) $ 1,148,426 Operating expenses 312,944 759,006 111,702 (319,146 ) 864,506 Depreciation and amortization 13,024 48,138 2,077 — 63,239 General and administrative expenses 30,622 48,185 10,473 — 89,280 Operating income 41,226 78,365 11,810 — 131,401 Interest income 7,583 2,864 18,292 (10,973 ) 17,766 Interest expense (38,269 ) (28,419 ) (17,073 ) 10,973 (72,788 ) Income before income taxes and equity in earnings of affiliates 10,540 52,810 13,029 — 76,379 Income tax provision 893 3,742 3,835 — 8,470 Equity in earnings of affiliates, net of income tax provision — — 4,336 — 4,336 Income before equity in income of consolidated subsidiaries 9,647 49,068 13,530 — 72,245 Income from consolidated subsidiaries, net of income tax provision 62,598 — — (62,598 ) — Net income 72,245 49,068 13,530 (62,598 ) 72,245 Net loss attributable to noncontrolling interests — — 163 — 163 Net income attributable to The GEO Group, Inc. $ 72,245 $ 49,068 $ 13,693 $ (62,598 ) $ 72,408 Net income $ 72,245 $ 49,068 $ 13,530 $ (62,598 ) $ 72,245 Other comprehensive income (loss), net of tax — 730 (1,526 ) — (796 ) Total comprehensive income $ 72,245 $ 49,798 $ 12,004 $ (62,598 ) $ 71,449 Comprehensive loss attributable to noncontrolling interests — — 176 — 176 Comprehensive income attributable to The GEO Group, Inc. $ 72,245 $ 49,798 $ 12,180 $ (62,598 ) $ 71,625 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited) For the Six Months Ended June 30, 2017 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries 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 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 CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) (unaudited) As of June 30, 2018 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 18,363 $ 11,156 $ 35,932 $ — $ 65,451 Restricted cash and cash equivalents 7,842 — 50,878 — 58,720 Accounts receivable, less allowance for doubtful accounts 141,487 200,426 35,855 — 377,768 Contract receivable, current portion — — 9,398 — 9,398 Prepaid expenses and other current assets 2,391 22,293 11,079 — 35,763 Total current assets 170,083 233,875 143,142 — 547,100 Restricted Cash and Investments — 22,481 2,816 — 25,297 Property and Equipment, Net 826,324 1,210,293 87,936 — 2,124,553 Non-Current Contract Receivable — — 396,360 — 396,360 Intercompany Receivable 969,520 130,374 26,300 (1,126,194 ) — Non-Current Deferred Income Tax Assets 863 23,913 1,501 — 26,277 Goodwill — 775,955 424 — 776,379 Intangible Assets, Net — 242,911 638 — 243,549 Investment in Subsidiaries 1,512,288 458,228 2,190 (1,972,706 ) — Other Non-Current Assets 9,448 113,627 23,042 (79,062 ) 67,055 Total Assets $ 3,488,526 $ 3,211,657 $ 684,349 $ (3,177,962 ) $ 4,206,570 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable $ 17,449 $ 67,292 $ 5,586 $ — $ 90,327 Accrued payroll and related taxes — 50,169 18,893 — 69,062 Accrued expenses and other current liabilities 42,758 115,623 30,880 — 189,261 Current portion of capital lease obligations, long-term debt and non-recourse debt 8,000 1,974 15,153 — 25,127 Total current liabilities 68,207 235,058 70,512 — 373,777 Non-Current Deferred Income Tax Liabilities — — 8,757 — 8,757 Intercompany Payable 122,124 968,622 35,448 (1,126,194 ) — Other Non-Current Liabilities 1,320 156,158 11,466 (79,062 ) 89,882 Capital Lease Obligations — 5,329 — — 5,329 Long-Term Debt 2,203,441 — 85,968 — 2,289,409 Non-Recourse Debt — — 346,479 — 346,479 Commitments & Contingencies and Other Shareholders' Equity: The GEO Group, Inc. Shareholders' Equity 1,093,434 1,846,490 126,217 (1,972,706 ) 1,093,435 Noncontrolling Interests — — (498 ) — (498 ) Total Shareholders’ Equity 1,093,434 1,846,490 125,719 (1,972,706 ) 1,092,937 Total Liabilities and Shareholders' Equity $ 3,488,526 $ 3,211,657 $ 684,349 $ (3,177,962 ) $ 4,206,570 CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) As of December 31, 2017 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 54,666 $ — $ 26,711 $ — $ 81,377 Restricted cash and cash equivalents — — 44,932 — 44,932 Accounts receivable, less allowance for doubtful accounts 130,354 225,029 34,533 — 389,916 Contract receivable, current portion — — 18,142 — 18,142 Prepaid expenses and other current assets 2,589 24,163 18,590 — 45,342 Total current assets 187,609 249,192 142,908 — 579,709 Restricted Cash and Investments — 25,715 2,284 — 27,999 Property and Equipment, Net 777,404 1,209,816 90,903 — 2,078,123 Assets Held for Sale — 3,915 — — 3,915 Non-Current Contract Receivable — — 404,309 404,309 Intercompany Receivable 1,130,189 88,534 28,218 (1,246,941 ) — Non-Current Deferred Income Tax Assets 863 23,913 1,501 — 26,277 Goodwill — 778,504 447 — 778,951 Intangible Assets, Net — 254,531 808 — 255,339 Investment in Subsidiaries 1,336,665 456,076 2,190 (1,794,931 ) — Other Non-Current Assets 11,141 115,330 25,210 (79,395 ) 72,286 Total Assets $ 3,443,871 $ 3,205,526 $ 698,778 $ (3,121,267 ) $ 4,226,908 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable $ 20,643 $ 65,475 $ 6,469 $ — $ 92,587 Accrued payroll and related taxes — 51,780 19,952 — 71,732 Accrued expenses and other current liabilities 40,344 115,636 20,344 — 176,324 Current portion of capital lease obligations, long-term debt and non-recourse debt 8,000 1,870 19,050 — 28,920 Total current liabilities 68,987 234,761 65,815 — 369,563 Non-Current Deferred Income Tax Liabilities — — 8,757 — 8,757 Intercompany Payable 79,984 1,129,590 37,367 (1,246,941 ) — Other Non-Current Liabilities 4,674 157,200 14,223 (79,395 ) 96,702 Capital Lease Obligations — 6,059 — — 6,059 Long-Term Debt 2,090,985 — 90,559 — 2,181,544 Non-Recourse Debt — — 365,364 — 365,364 Commitments & Contingencies and Other Shareholders' Equity: The GEO Group, Inc. Shareholders' Equity 1,199,241 1,677,916 117,015 (1,794,931 ) 1,199,241 Noncontrolling Interests — — (322 ) — (322 ) Total Shareholders’ Equity 1,199,241 1,677,916 116,693 (1,794,931 ) 1,198,919 Total Liabilities and Shareholders' Equity $ 3,443,871 $ 3,205,526 $ 698,778 $ (3,121,267 ) $ 4,226,908 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited) For the Six Months Ended June 30, 2018 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Consolidated Cash Flow from Operating Activities: Net cash provided by operating activities $ 118,354 $ 37,087 $ 24,812 $ 180,253 Cash Flow from Investing Activities: Insurance proceeds - damaged property — 4,036 — 4,036 Proceeds from sale of property and equipment — — 1,717 1,717 Proceeds from sale of assets held for sale — 3,797 — 3,797 Change in restricted investments — (1,490 ) — (1,490 ) Capital expenditures (68,607 ) (36,998 ) (1,459 ) (107,064 ) Net cash (used in) provided by investing activities (68,607 ) (30,655 ) 258 (99,004 ) Cash Flow from Financing Activities: Proceeds from long-term debt 245,000 — — 245,000 Payments on long-term debt (134,000 ) — — (134,000 ) Payments on non-recourse debt — — (7,490 ) (7,490 ) Taxes paid related to net share settlements of equity awards (4,391 ) — — (4,391 ) Proceeds from issuance of common stock in connection with ESPP 264 — — 264 Payment for repurchases of common stock (70,446 ) — — (70,446 ) Debt issuance costs (990 ) — — (990 ) Proceeds from stock options exercised 1,372 — — 1,372 Dividends paid (115,017 ) — — (115,017 ) Net cash used in financing activities (78,208 ) — (7,490 ) (85,698 ) Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash and Cash Equivalents — — (1,881 ) (1,881 ) Net (Decrease) Increase in Cash. Cash Equivalents and Restricted Cash and Cash Equivalents (28,461 ) 6,432 15,699 (6,330 ) Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, beginning of period 54,666 4,952 73,927 133,545 Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, end of period $ 26,205 $ 11,384 $ 89,626 $ 127,215 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 investments — (2,963 ) — (2,963 ) Capital expenditures (9,709 ) (53,629 ) (4,170 ) (67,508 ) Cash used in by investing activities (363,527 ) (56,592 ) (4,170 ) (424,289 ) Net cash used in investing activities 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 ) Issuance of common stock under prospectus supplement 275,867 — — 275,867 Proceeds from issuance of common stock in connection with ESPP — — 242 242 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 provided by financing activities 346,148 — 22,838 368,986 Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash and Cash Equivalents — — 1,907 1,907 Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash and Cash Equivalents (14,990 ) 5,967 6,341 (2,682 ) Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, beginning of period 45,736 4,922 39,699 90,357 Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, end of period $ 30,746 $ 10,889 $ 46,040 $ 87,675 |