Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of June 30, 2019 , 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 (dollars in thousands) (unaudited) For the Three Months Ended June 30, 2019 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ 233,539 $ 498,406 $ 61,639 $ (179,618 ) $ 613,966 Operating expenses 189,310 392,023 51,453 (179,618 ) 453,168 Depreciation and amortization 7,299 24,208 845 — 32,352 General and administrative expenses 17,813 24,752 4,706 — 47,271 Operating income 19,117 57,423 4,635 — 81,175 Interest income 3,497 2,180 7,716 (5,348 ) 8,045 Interest expense (23,127 ) (14,703 ) (6,450 ) 5,348 (38,932 ) Loss on extinguishment of debt (486 ) (790 ) (4,465 ) — (5,741 ) Income (loss) before income taxes and equity in earnings of affiliates (999 ) 44,110 1,436 — 44,547 Income tax provision 239 3,550 743 — 4,532 Equity in earnings of affiliates, net of income tax provision — — 1,821 — 1,821 Income before equity in income of consolidated subsidiaries (1,238 ) 40,560 2,514 — 41,836 Income from consolidated subsidiaries, net of income tax provision 43,074 — — (43,074 ) — Net income 41,836 40,560 2,514 (43,074 ) 41,836 Net loss attributable to noncontrolling interests — — 78 — 78 Net income attributable to The GEO Group, Inc. $ 41,836 $ 40,560 $ 2,592 $ (43,074 ) $ 41,914 Net income $ 41,836 $ 40,560 $ 2,514 $ (43,074 ) $ 41,836 Other comprehensive income, net of tax — 42 4,612 — 4,654 Total comprehensive income $ 41,836 $ 40,602 $ 7,126 $ (43,074 ) $ 46,490 Comprehensive loss attributable to noncontrolling interests — — 73 — 73 Comprehensive income attributable to The GEO Group, Inc. $ 41,836 $ 40,602 $ 7,199 $ (43,074 ) $ 46,563 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (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 (19,073 ) (13,959 ) (8,407 ) 5,094 (36,345 ) Loss on extinguishment of debt (574 ) — — — (574 ) 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 (2,783 ) — (2,158 ) Total comprehensive income $ 37,325 $ 31,164 $ 2,741 $ (36,063 ) $ 35,167 Comprehensive loss attributable to noncontrolling interests — — 117 — 117 Comprehensive income attributable to The GEO Group, Inc. $ 37,325 $ 31,164 $ 2,858 $ (36,063 ) $ 35,284 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (dollars in thousands) (unaudited) For the Six Months Ended June 30, 2019 The GEO Group, Inc. Combined Combined Eliminations Consolidated Revenues $ 461,921 $ 993,296 $ 130,607 $ (361,191 ) $ 1,224,633 Operating expenses 360,826 804,477 106,053 (361,191 ) 910,165 Depreciation and amortization 14,718 48,392 1,711 — 64,821 General and administrative expenses 35,013 48,781 9,901 — 93,695 Operating income 51,364 91,646 12,942 — 155,952 Interest income 6,975 3,515 15,915 (9,964 ) 16,441 Interest expense (46,423 ) (28,551 ) (14,202 ) 9,964 (79,212 ) Loss on extinguishment of debt (486 ) (790 ) (4,465 ) — (5,741 ) Income before income taxes and equity in earnings of affiliates 11,430 65,820 10,190 — 87,440 Income tax provision 528 5,929 2,915 — 9,372 Equity in earnings of affiliates, net of income tax provision — — 4,417 — 4,417 Income before equity in income of consolidated subsidiaries 10,902 59,891 11,692 — 82,485 Income from consolidated subsidiaries, net of income tax provision 71,583 — — (71,583 ) — Net income 82,485 59,891 11,692 (71,583 ) 82,485 Net loss attributable to noncontrolling interests — — 134 — 134 Net income attributable to The GEO Group, Inc. $ 82,485 $ 59,891 $ 11,826 $ (71,583 ) $ 82,619 Net income $ 82,485 $ 59,891 $ 11,692 $ (71,583 ) $ 82,485 Other comprehensive income (loss), net of tax — (605 ) 7,507 — 6,902 Total comprehensive income $ 82,485 $ 59,286 $ 19,199 $ (71,583 ) $ 89,387 Comprehensive loss attributable to noncontrolling interests — — 129 — 129 Comprehensive income attributable to The GEO Group, Inc. $ 82,485 $ 59,286 $ 19,328 $ (71,583 ) $ 89,516 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (dollars in thousands) (unaudited) For the Six Months Ended June 30, 2018 The GEO Group, Inc. Combined Combined 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 (37,695 ) (28,419 ) (17,073 ) 10,973 (72,214 ) Loss on extinguishment of debt (574 ) — — — (574 ) 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 BALANCE SHEET (dollars in thousands) (unaudited) As of June 30, 2019 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 4,716 $ — $ 16,845 $ — $ 21,561 Restricted cash and cash equivalents 851 — 55,492 — 56,343 Accounts receivable, less allowance for doubtful accounts 163,184 186,592 41,825 3,119 394,720 Contract receivable, current portion — — 13,944 — 13,944 Prepaid expenses and other current assets 1,019 37,478 9,768 (1,949 ) 46,316 Total current assets 169,770 224,070 137,874 1,170 532,884 Restricted Cash and Investments — 25,708 1,650 — 27,358 Property and Equipment, Net 841,260 1,222,261 84,704 — 2,148,225 Assets Held for Sale 705 3,902 — — 4,607 Contract Receivable — — 365,208 — 365,208 Operating Lease Right-of-Use Assets, Net 24,754 106,526 736 — 132,016 Intercompany Receivable 965,511 238,050 25,732 (1,229,293 ) — Deferred Income Tax Assets 798 27,928 1,198 — 29,924 Goodwill — 775,954 403 — 776,357 Intangible Assets, Net — 220,670 552 — 221,222 Investment in Subsidiaries 1,479,372 573,816 2,189 (2,055,377 ) — Other Non-Current Assets 11,361 116,819 20,424 (78,267 ) 70,337 Total Assets $ 3,493,531 $ 3,535,704 $ 640,670 $ (3,361,767 ) $ 4,308,138 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable $ 18,083 $ 67,982 $ 5,192 $ — $ 91,257 Accrued payroll and related taxes — 53,505 17,864 — 71,369 Accrued expenses and other current liabilities 28,829 132,868 27,639 (253 ) 189,083 Operating lease liabilities, current portion 5,108 26,622 347 — 32,077 Current portion of finance lease liabilities, long-term debt and non-recourse debt 8,000 1,550 16,316 — 25,866 Total current liabilities 60,020 282,527 67,358 (253 ) 409,652 Deferred Income Tax Liabilities — — 13,681 — 13,681 Intercompany Payable 106,062 1,086,737 35,070 (1,227,869 ) — Other Non-Current Liabilities 2,362 153,949 3,768 (78,267 ) 81,812 Operating lease Liabilities 20,199 82,256 389 — 102,844 Finance Lease Liabilities — 3,779 — — 3,779 Long-Term Debt 2,282,622 — 71,904 — 2,354,526 Non-Recourse Debt — — 320,306 — 320,306 Commitments & Contingencies and Other Shareholders' Equity: The GEO Group, Inc. Shareholders' Equity 1,022,266 1,926,456 128,922 (2,055,378 ) 1,022,266 Noncontrolling Interests — — (728 ) — (728 ) Total Shareholders’ Equity 1,022,266 1,926,456 128,194 (2,055,378 ) 1,021,538 Total Liabilities and Shareholders' Equity $ 3,493,531 $ 3,535,704 $ 640,670 $ (3,361,767 ) $ 4,308,138 CONDENSED CONSOLIDATING BALANCE SHEET (dollars in thousands) As of December 31, 2018 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 4,468 $ 7,873 $ 18,914 $ — $ 31,255 Restricted cash and cash equivalents 2,854 — 48,824 — 51,678 Accounts receivable, less allowance for doubtful accounts 190,594 221,957 44,377 (11,402 ) 445,526 Contract receivable, current portion — — 15,535 — 15,535 Prepaid expenses and other current assets 2,011 50,482 7,114 (1,839 ) 57,768 Total current assets 199,927 280,312 134,764 (13,241 ) 601,762 Restricted Cash and Investments — 21,009 1,422 — 22,431 Property and Equipment, Net 845,291 1,227,223 86,096 — 2,158,610 Assets Held for Sale 705 1,929 — — 2,634 Contract Receivable — — 368,178 368,178 Intercompany Receivable 990,365 150,710 22,407 (1,163,482 ) — Deferred Income Tax Assets 798 27,928 1,198 — 29,924 Goodwill — 775,955 404 — 776,359 Intangible Assets, Net — 231,787 573 — 232,360 Investment in Subsidiaries 1,503,841 458,229 2,190 (1,964,260 ) — Other Non-Current Assets 9,541 115,695 19,334 (78,710 ) 65,860 Total Assets $ 3,550,468 $ 3,290,777 $ 636,566 $ (3,219,693 ) $ 4,258,118 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable $ 13,566 $ 72,128 $ 7,338 $ — $ 93,032 Accrued payroll and related taxes — 56,543 19,466 — 76,009 Accrued expenses and other current liabilities 23,565 168,231 25,615 (13,241 ) 204,170 Current portion of finance lease liabilities, long-term debt and non-recourse debt 8,000 2,017 322,010 — 332,027 Total current liabilities 45,131 298,919 374,429 (13,241 ) 705,238 Deferred Income Tax Liabilities — — 13,681 — 13,681 Intercompany Payable 142,055 989,856 31,571 (1,163,482 ) — Other Non-Current Liabilities 1,395 152,815 6,981 (78,710 ) 82,481 Finance Lease Liabilities — 4,570 — — 4,570 Long-Term Debt 2,321,384 — 75,843 — 2,397,227 Non-Recourse Debt — — 15,017 — 15,017 Commitments & Contingencies and Other Shareholders' Equity: The GEO Group, Inc. Shareholders' Equity 1,040,503 1,844,617 119,643 (1,964,260 ) 1,040,503 Noncontrolling Interests — — (599 ) — (599 ) Total Shareholders’ Equity 1,040,503 1,844,617 119,044 (1,964,260 ) 1,039,904 Total Liabilities and Shareholders' Equity $ 3,550,468 $ 3,290,777 $ 636,566 $ (3,219,693 ) $ 4,258,118 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited) For the Six Months Ended June 30, 2019 The GEO Group, Inc. Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Consolidated Cash Flow from Operating Activities: Net cash provided by operating activities $ 130,455 $ 31,924 $ 54,688 $ 217,067 Cash Flow from Investing Activities: Insurance proceeds - damaged property — 10,761 — 10,761 Proceeds from sale of property and equipment — 112 192 304 Change in restricted investments — (4,816 ) — (4,816 ) Capital expenditures (12,002 ) (42,804 ) (604 ) (55,410 ) Net cash used in investing activities (12,002 ) (36,747 ) (412 ) (49,161 ) Cash Flow from Financing Activities: Proceeds from long-term debt 170,000 — — 170,000 Payments on long-term debt (213,926 ) — — (213,926 ) Payments on non-recourse debt — — (326,942 ) (326,942 ) Proceeds from non-recourse debt — — 326,127 326,127 Taxes paid related to net share settlements of equity awards (4,177 ) — — (4,177 ) Proceeds from issuance of common stock in connection with ESPP 252 — — 252 Debt issuance costs (4,656 ) — (5,281 ) (9,937 ) Proceeds from stock options exercised 1,077 — — 1,077 Dividends paid (116,122 ) — — (116,122 ) Net cash used in financing activities (167,552 ) — (6,096 ) (173,648 ) Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash and Cash Equivalents — — 824 824 Net (Decrease) Increase in Cash. Cash Equivalents and Restricted Cash and Cash Equivalents (49,099 ) (4,823 ) 49,004 (4,918 ) Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, beginning of period 54,666 4,823 24,983 84,472 Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, end of period $ 5,567 $ — $ 73,987 $ 79,554 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: Proceeds from sale of property and equipment — — 1,717 1,717 Proceeds from sale of assets held for sale — 3,797 3,797 Insurance proceeds - damaged property — 4,036 — 4,036 Change in restricted investments — (1,490 ) — (1,490 ) Capital expenditures (68,607 ) (36,998 ) (1,459 ) (107,064 ) Net cash used in 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 Debt issuance costs (990 ) — — (990 ) Proceeds from stock options exercised 1,372 — — 1,372 Payments for repurchases of common stock (70,446 ) — — (70,446 ) 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 |