Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of September 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 September 30, 2018 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 208,607 $ 479,175 $ 65,028 $ (169,280 ) $ 583,530 Operating expenses 171,038 379,892 53,156 (169,280 ) 434,806 Depreciation and amortization 6,742 23,621 934 — 31,297 General and administrative expenses 16,878 25,568 5,201 — 47,647 Operating income 13,949 50,094 5,737 — 69,780 Interest income 3,415 1,159 8,660 (4,806 ) 8,428 Interest expense (20,765 ) (13,714 ) (8,318 ) 4,806 (37,991 ) Income (loss) before income taxes and equity in earnings of affiliates (3,401 ) 37,539 6,079 — 40,217 Income tax provision 162 2,446 1,115 — 3,723 Equity in earnings of affiliates, net of income tax provision — — 2,735 — 2,735 Income (loss) before equity in income of consolidated subsidiaries (3,563 ) 35,093 7,699 — 39,229 Income from consolidated subsidiaries, net of income tax provision 42,792 — — (42,792 ) — Net income 39,229 35,093 7,699 (42,792 ) 39,229 Net loss attributable to noncontrolling interests — — 60 — 60 Net income attributable to The GEO Group, Inc. $ 39,229 $ 35,093 $ 7,759 $ (42,792 ) $ 39,289 Net income $ 39,229 $ 35,093 $ 7,699 $ (42,792 ) $ 39,229 Other comprehensive income (loss), net of tax — (761 ) 205 — (556 ) Total comprehensive income $ 39,229 $ 34,332 $ 7,904 $ (42,792 ) $ 38,673 Comprehensive loss attributable to noncontrolling interests — — 72 — 72 Comprehensive income attributable to The GEO Group, Inc. $ 39,229 $ 34,332 $ 7,976 $ (42,792 ) $ 38,745 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited) For the Three Months Ended September 30, 2017 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 171,553 $ 464,140 $ 69,698 $ (138,632 ) $ 566,759 Operating expenses 139,165 364,834 57,767 (138,632 ) 423,134 Depreciation and amortization 6,104 24,623 922 — 31,649 General and administrative expenses 14,699 28,066 6,309 — 49,074 Operating income 11,585 46,617 4,700 — 62,902 Interest income 2,688 1,629 14,871 (4,540 ) 14,648 Interest expense (18,148 ) (13,093 ) (12,018 ) 4,540 (38,719 ) Income before income taxes and equity in earnings of affiliates (3,875 ) 35,153 7,553 — 38,831 Income tax provision 147 811 762 — 1,720 Equity in earnings of affiliates, net of income tax provision — — 1,342 — 1,342 Income (loss) before equity in income of consolidated subsidiaries (4,022 ) 34,342 8,133 — 38,453 Income from consolidated subsidiaries, net of income tax provision 42,475 — — (42,475 ) — Net income 38,453 34,342 8,133 (42,475 ) 38,453 Net loss attributable to noncontrolling interests — — 36 — 36 Net income attributable to The GEO Group, Inc. $ 38,453 $ 34,342 $ 8,169 $ (42,475 ) $ 38,489 Net income $ 38,453 $ 34,342 $ 8,133 $ (42,475 ) $ 38,453 Other comprehensive income, net of tax — 64 1,561 — 1,625 Total comprehensive income $ 38,453 $ 34,406 $ 9,694 $ (42,475 ) $ 40,078 Comprehensive loss attributable to noncontrolling interests — — 34 — 34 Comprehensive income attributable to The GEO Group, Inc. $ 38,453 $ 34,406 $ 9,728 $ (42,475 ) $ 40,112 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited) For the Nine Months Ended September 30, 2018 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 606,424 $ 1,412,868 $ 201,090 $ (488,426 ) $ 1,731,956 Operating expenses 483,982 1,138,897 164,859 (488,426 ) 1,299,312 Depreciation and amortization 19,766 71,759 3,011 — 94,536 General and administrative expenses 47,499 73,753 15,675 — 136,927 Operating income 55,177 128,459 17,545 — 201,181 Interest income 10,998 4,023 26,951 (15,778 ) 26,194 Interest expense (59,034 ) (42,133 ) (25,390 ) 15,778 (110,779 ) Income before income taxes and equity in earnings of affiliates 7,141 90,349 19,106 — 116,596 Income tax provision 1,055 6,188 4,950 — 12,193 Equity in earnings of affiliates, net of income tax provision — — 7,071 — 7,071 Income before equity in income of consolidated subsidiaries 6,086 84,161 21,227 — 111,474 Income from consolidated subsidiaries, net of income tax provision 105,388 — — (105,388 ) — Net income 111,474 84,161 21,227 (105,388 ) 111,474 Net loss attributable to noncontrolling interests — — 223 — 223 Net income attributable to The GEO Group, Inc. $ 111,474 $ 84,161 $ 21,450 $ (105,388 ) $ 111,697 Net income $ 111,474 $ 84,161 $ 21,227 $ (105,388 ) $ 111,474 Other comprehensive income (loss), net of tax — (31 ) (1,332 ) — (1,363 ) Total comprehensive income $ 111,474 $ 84,130 $ 19,895 $ (105,388 ) $ 110,111 Comprehensive loss attributable to noncontrolling interests — — 247 — 247 Comprehensive income attributable to The GEO Group, Inc. $ 111,474 $ 84,130 $ 20,142 $ (105,388 ) $ 110,358 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (dollars in thousands) (unaudited) For the Nine Months Ended September 30, 2017 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 520,986 $ 1,342,620 $ 250,618 $ (419,781 ) $ 1,694,443 Operating expenses 406,576 1,076,232 213,259 (419,781 ) 1,276,286 Depreciation and amortization 18,319 71,404 2,741 — 92,464 General and administrative expenses 43,939 78,479 21,448 — 143,866 Operating income 52,152 116,505 13,170 — 181,827 Interest income 12,793 2,858 39,175 (15,855 ) 38,971 Interest expense (51,391 ) (41,353 ) (32,813 ) 15,855 (109,702 ) Income before income taxes and equity in earnings of affiliates 13,554 78,010 19,532 — 111,096 Income tax provision 441 3,058 2,091 — 5,590 Equity in earnings of affiliates, net of income tax provision — — 4,255 — 4,255 Income before equity in income of consolidated subsidiaries 13,113 74,952 21,696 — 109,761 Income from consolidated subsidiaries, net of income tax provision 96,648 — — (96,648 ) — Net income $ 109,761 $ 74,952 $ 21,696 $ (96,648 ) $ 109,761 Net loss attributable to noncontrolling interests — — 123 — 123 Net income attributable to The GEO Group, Inc. $ 109,761 $ 74,952 $ 21,819 $ (96,648 ) $ 109,884 Net income $ 109,761 $ 74,952 $ 21,696 $ (96,648 ) $ 109,761 Other comprehensive income, net of tax — 175 4,586 — 4,761 Total comprehensive income $ 109,761 $ 75,127 $ 26,282 $ (96,648 ) $ 114,522 Comprehensive loss attributable to noncontrolling interests — — 119 — 119 Comprehensive income attributable to The GEO Group, Inc. $ 109,761 $ 75,127 $ 26,401 $ (96,648 ) $ 114,641 CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) (unaudited) As of September 30, 2018 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 9,193 $ 18,059 $ 38,755 $ — $ 66,007 Restricted cash and cash equivalents 5,652 — 49,279 — 54,931 Accounts receivable, less allowance for doubtful accounts 178,579 187,231 33,695 4,105 403,610 Contract receivable, current portion — — 9,420 — 9,420 Prepaid expenses and other current assets 2,153 26,183 11,037 (1,786 ) 37,587 Total current assets 195,577 231,473 142,186 2,319 571,555 Restricted Cash and Investments — 23,476 5,463 — 28,939 Property and Equipment, Net 843,558 1,217,597 86,850 — 2,148,005 Non-Current Contract Receivable — — 384,794 — 384,794 Assets Held for Sale 705 1,929 — — 2,634 Intercompany Receivable 980,555 126,525 24,460 (1,131,540 ) — Non-Current Deferred Income Tax Assets 863 23,913 1,501 — 26,277 Goodwill — 775,955 413 — 776,368 Intangible Assets, Net — 237,345 602 — 237,947 Investment in Subsidiaries 1,516,564 458,229 2,190 (1,976,983 ) — Other Non-Current Assets 8,711 115,759 20,245 (78,895 ) 65,820 Total Assets $ 3,546,533 $ 3,212,201 $ 668,704 $ (3,185,099 ) $ 4,242,339 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable $ 11,967 $ 64,568 $ 5,749 $ — $ 82,284 Accrued payroll and related taxes — 33,424 20,173 — 53,597 Accrued expenses and other current liabilities 43,371 121,258 30,511 2,319 197,459 Current portion of capital lease obligations, long-term debt and non-recourse debt 8,000 1,998 330,145 — 340,143 Total current liabilities 63,338 221,248 386,578 2,319 673,483 Non-Current Deferred Income Tax Liabilities — — 8,757 — 8,757 Intercompany Payable 118,478 979,528 33,534 (1,131,540 ) — Other Non-Current Liabilities 1,337 157,333 9,439 (78,895 ) 89,214 Capital Lease Obligations — 4,954 — — 4,954 Long-Term Debt 2,282,399 — 80,919 — 2,363,318 Non-Recourse Debt — — 22,201 — 22,201 Commitments & Contingencies and Other Shareholders' Equity: The GEO Group, Inc. Shareholders' Equity 1,080,981 1,849,138 127,845 (1,976,983 ) 1,080,981 Noncontrolling Interests — — (569 ) — (569 ) Total Shareholders’ Equity 1,080,981 1,849,138 127,276 (1,976,983 ) 1,080,412 Total Liabilities and Shareholders' Equity $ 3,546,533 $ 3,212,201 $ 668,704 $ (3,185,099 ) $ 4,242,339 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 Nine Months Ended September 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 $ 112,599 $ 70,040 $ 37,584 $ 220,223 Cash Flow from Investing Activities: Insurance proceeds - damaged property — 5,998 — 5,998 Proceeds from sale of property and equipment — — 2,061 2,061 Proceeds from sale of assets held for sale — 3,797 — 3,797 Change in restricted investments — (2,413 ) — (2,413 ) Capital expenditures (95,461 ) (64,015 ) (2,014 ) (161,490 ) Net cash (used in) provided by investing activities (95,461 ) (56,633 ) 47 (152,047 ) Cash Flow from Financing Activities: Proceeds from long-term debt 372,000 — — 372,000 Payments on long-term debt (183,000 ) — (3,033 ) (186,033 ) Payments on non-recourse debt — — (9,636 ) (9,636 ) Taxes paid related to net share settlements of equity awards (4,452 ) — — (4,452 ) Proceeds from issuance of common stock in connection with ESPP 404 — — 404 Payment for repurchases of common stock (70,446 ) — — (70,446 ) Debt issuance costs (990 ) — — (990 ) Proceeds from stock options exercised 1,781 — — 1,781 Dividends paid (172,256 ) — — (172,256 ) Net cash used in financing activities (56,959 ) — (12,669 ) (69,628 ) Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash and Cash Equivalents — — (5,392 ) (5,392 ) Net (Decrease) Increase in Cash. Cash Equivalents and Restricted Cash and Cash Equivalents (39,821 ) 13,407 19,570 (6,844 ) 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 $ 14,845 $ 18,359 $ 93,497 $ 126,701 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited) For the Nine Months Ended September 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 $ 15,303 $ 79,088 $ (36,486 ) $ 57,905 Cash Flow from Investing Activities: Acquisition of CEC, net of cash acquired (353,555 ) — — (353,555 ) Proceeds from sale of property and equipment 845 — 11 856 Insurance proceeds - damaged property 86 — — 86 Change in restricted investments — (3,810 ) — (3,810 ) Capital expenditures (34,679 ) (61,432 ) (8,019 ) (104,130 ) Cash used in by investing activities (387,303 ) (65,242 ) (8,008 ) (460,553 ) Net cash used in investing activities Cash Flow from Financing Activities: Proceeds from long-term debt 1,324,865 — — 1,324,865 Payments on long-term debt (1,093,088 ) — — (1,093,088 ) Payments on non-recourse debt — — (68,887 ) (68,887 ) Proceeds from non-recourse debt — — 123,785 123,785 Taxes paid related to net share settlements of equity awards (4,122 ) — — (4,122 ) Issuance of common stock under prospectus supplement 275,867 — — 275,867 Proceeds from issuance of common stock in connection with ESPP — — 382 382 Debt issuance costs (8,701 ) — (769 ) (9,470 ) Proceeds from stock options exercised 6,786 — — 6,786 Dividends paid (169,152 ) — — (169,152 ) Net cash provided by financing activities 332,455 — 54,511 386,966 Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash and Cash Equivalents — — 863 863 Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash and Cash Equivalents (39,545 ) 13,846 10,880 (14,819 ) 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 $ 6,191 $ 18,768 $ 50,579 $ 75,538 |