8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 3, 2008

THE GEO GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida

(State or Other Jurisdiction of Incorporation)

1-14260	65-0043078
(Commission File Number)	(IRS Employer Identification No.)

621 NW 53rd Street, Suite 700, Boca Raton, Florida	33487
(Address of Principal Executive Offices)	(Zip Code)

(561) 893-0101

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Page
Section 2 — Financial Information		3
Item 2.02 Results of Operations and Financial Condition		3
Section 9 — Financial Statements and Exhibits		4
Item 9.01 Financial Statements and Exhibits		4
SIGNATURES		5
EX-99.1 Press Release
EX-99.1

2

Section 2 — Financial Information

Item 2.02 Results of Operations and Financial Condition.

On November 3, 2008, The GEO Group, Inc. (“GEO”) issued a press release (the “Press Release”) announcing its financial results for the fiscal quarter ended September 28, 2008, a copy of which is incorporated herein by reference and attached hereto as Exhibit 99.1. GEO also held a conference call on November 3, 2008 (the “Conference Call”) to discuss its financial results for the quarter. A brief summary of certain items discussed on the Conference Call is set forth below. In the Press Release, GEO provided certain pro forma financial information for the fiscal quarter ended September 28, 2008 that was not calculated in accordance with Generally Accepted Accounting Principles (the “Non-GAAP Information”). Generally, for purposes of Regulation G under the Securities Exchange Act of 1934, Non-GAAP Information is any numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The Press Release presents the financial measure calculated and presented in accordance with GAAP which is most directly comparable to the Non-GAAP Information with a prominence equal to or greater than its presentation of the Non-GAAP Information. The Press Release also contains a reconciliation of the Non-GAAP Information to the financial measure calculated and presented in accordance with GAAP which is most directly comparable to the Non-GAAP Information.

The Press Release includes three non-GAAP measures, Pro Forma Income from Continuing Operations, Adjusted EBITDA and Adjusted Free Cash Flow, that are presented as supplemental disclosures. Pro Forma Income from Continuing Operations is defined as income from continuing operations excluding start-up/ transition expenses, international bid and proposal expenses and write-off of deferred financing fees. Adjusted EBITDA is defined as earnings before discontinued operations, interest, taxes, depreciation and amortization, excluding start-up/ transition expenses, international bid and proposal expenses and write-off of deferred financing fees. In calculating these adjusted financial measures, GEO excludes certain expenses which it believes are unusual or non-recurring in nature, in order to facilitate an understanding of GEO’s operating performance. GEO’s management uses these adjusted financial measures in conjunction with GAAP financial measures to monitor and evaluate its operating performance and to facilitate internal and external comparisons of the historical operating performance of GEO and its business units. Adjusted Free Cash Flow is defined as income from continuing operations excluding start-up/ transition expenses, international bid and proposal expenses, write-off of deferred financing fees and the other items referenced in Table 3 of the Press Release. GEO’s management believes that the Adjusted Free Cash Flow measure provides useful information to GEO’s management and investors regarding cash that GEO’s operating business generates before taking into account certain cash and non-cash items that are non-operational or infrequent in nature.

GEO’s management believes that these adjusted financial measures are useful to investors to provide them with disclosures of GEO’s operating results on the same basis as that used by GEO’s management. Additionally, GEO’s management believes that these adjusted financial measures provide useful information to investors about the performance of GEO’s overall business because such financial measures eliminate the effects of unusual or non-recurring charges that are not directly attributable to GEO’s underlying operating performance. GEO’s management believes that because it has historically provided similar non-GAAP Financial Information in its earnings releases, continuing to do so provides consistency in its financial reporting and continuity to investors for comparability purposes.

The Non-GAAP Financial Information should be considered in addition to results that are prepared under current accounting standards but should not be considered a substitute for, or superior to, financial information prepared in accordance with GAAP. The Non-GAAP Financial Information may differ from similarly titled measures presented by other companies. The Non-GAAP Financial Information, as well as other information in the Press Release, should be read in conjunction with GEO’s financial statements filed with the Securities and Exchange Commission. The information in this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

During the Conference Call, GEO discussed its outlook for the fourth quarter of 2008, provided guidance for its current capital expenditure program, and talked about new business development opportunities. GEO reported that it expects fourth quarter operating revenues to be between $257.0 million and $263.0 million and earnings to be in a pro forma range of $0.34 to $0.36 per share, excluding $0.02 per share in after-tax start-up expenses. GEO further stated that the opening of the 654-bed Maverick County Detention Facility in Texas facility has been delayed from October to December. Although the opening of the facility was delayed, GEO reaffirmed its pro forma earnings and start-up expense guidance because this delay is offset by the accelerated opening of the 500-bed expansion at the 1,000-bed East Mississippi Correctional Facility from December to October.

GEO further reported on the Conference Call that it is currently undertaking several capital expenditure projects that require company capital. GEO anticipates that its current committed capital projects will require capital expenditures of $130.0 million in 2008 and $148.0 million in 2009. GEO has recently added $85.0 million in additional borrowing capacity to the revolving portion of its senior credit facility (the “Revolver”) to support these projects. As expanded, GEO’s Revolver now has a total capacity of $235 million bearing interest at LIBOR plus 2.00%. GEO presently has $74.0 million in borrowings outstanding under the Revolver along with approximately $44.0 million set aside for letters of credit. GEO’s cash on hand is presently approximately $45.0 million. With this expanded borrowing capacity, GEO believes that it has the necessary capital to support its previously committed capital projects in Michigan, Tacoma, Broward, Aurora, Robert Deyton, and land acquisition and planning costs for a new Oklahoma project, while retaining approximately $60.0 million in liquidity. Further, GEO will have the ability to add another $65.0 million dollars in borrowing capacity through an accordion feature in its senior credit facility by year-end 2008, and can also add another $150.0 million dollars through the accordion feature beginning January 1, 2009. Any such borrowings would be subject to lender demand at the time of the borrowings and may not be available on satisfactory terms, or at all.

With regard to new business development opportunities, GEO reported on the Conference Call that it had been waiting to be short listed for five 3,000-bed prison projects in the Republic of South Africa. Due to difficulties with one of the project sites, the government in South Africa has decided to move forward with four of these projects for a total of 12,000 beds. Last month, GEO received notice that its South African subsidiary, South African Custodial Services, has been short listed for all four of these projects totaling 12,000 beds. No more than two of these prison projects can be awarded to any one bidder. GEO expects the official Requests for Proposal for these projects to be issued on December 1, 2008 with bids due on April 30, 2009 and contract awards being announced in the third or fourth quarter of 2009. Additionally, GEO announced that the state of Georgia has issued a Request for Proposal for the renovation, construction and operation of a state psychiatric hospital with a minimum of 600 beds. Proposals are due on December 15, 2008 with a contract award expected in the first quarter of 2009.

Safe-Harbor Statement
This Form 8-K contains forward-looking statements regarding future events and future performance of GEO that involve risks and uncertainties that could materially affect actual results, including statements regarding estimated earnings, revenues and costs and our ability to maintain growth and strengthen contract relationships. Factors that could cause actual results to vary from current expectations and forward-looking statements contained in this press release include, but are not limited to those factors contained in GEO’s Securities and Exchange Commission filings, including the forms 10-K, 10-Q and 8-K reports.

3

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

c) Exhibits

99.1 Press Release, dated November 3, 2008, announcing GEO’s financial results for the fiscal quarter ended September 28, 2008

4

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE GEO GROUP, INC.
November 7, 2008	By:	/s/ Brian R. Evans
Date:		Brian R. Evans
		Vice President of Finance, Treasurer and Chief Accounting Officer (Principal Accounting Officer and duly authorized signatory)

EX-99.1

Exhibit 99.1

NEWS RELEASE

One Park Place, Suite 700n 621 Northwest 53^rd Streetn Boca Raton, Florida 33487n www.thegeog roupinc.com

CR-08-27

THE GEO GROUP REPORTS THIRD QUARTER 2008 RESULTS

• 3Q GAAP Income from Continuing Operations Increased to $15.9 Million — $0.31 EPS

• 3Q Pro-Forma Income from Continuing Operations Increased to $17.7 Million — $0.34 EPS

• 3Q Operating Revenue Increased to $251.9 Million from $232.9 Million

• Confirms 4Q08 Earnings Guidance — Pro Forma EPS Range of $0.34 to $0.36

Boca Raton, Fla. — November 3, 2008 — The GEO Group (NYSE: GEO) (“GEO”) today reported third quarter and year-to-date 2008 financial results. GEO reported third quarter 2008 GAAP income from continuing operations of $15.9 million, or $0.31 per share, based on 51.8 million diluted weighted average shares outstanding compared to $12.2 million, or $0.24 per share, based on 51.8 million diluted weighted average shares outstanding in the third quarter of 2007. For the first nine months of 2008, GEO reported GAAP income from continuing operations of $42.9 million, or $0.83 per share, based on 51.8 million diluted weighted average shares outstanding compared to $29.4 million, or $0.61 per share, based on 48.3 million diluted weighted average shares outstanding for the first nine months of 2007.

Third quarter 2008 pro forma income from continuing operations increased to $17.7 million, or $0.34 per share, based on 51.8 million diluted weighted average shares outstanding from pro forma income from continuing operations of $13.8 million, or $0.27 per share, based on 51.8 million diluted weighted average shares outstanding in the third quarter of 2007. For the first nine months of 2008, pro forma income from continuing operations increased to $47.4 million, or $0.91 per share, on 51.8 million diluted weighted average shares outstanding from pro forma income from continuing operations of $36.1 million, or $0.75 per share, based on 48.3 million diluted weighted average shares outstanding for the first nine months of 2007.

George C. Zoley, Chairman and Chief Executive Officer of GEO, said: “We are pleased with our third quarter earnings results which show strong year-over-year growth. Our three business units continue to deliver sound operational and financial results, and the demand outlook for our industry continues to strengthen. Our pipeline of new projects under development scheduled for opening between 2009 and mid 2010 now totals more than 7,500 beds, which represents a 14 percent increase over our existing beds under management.”

Pro forma income from continuing operations excludes the items set forth in the table below, which presents a reconciliation of pro forma income from continuing operations to GAAP income from continuing operations for the third quarter and first nine months of 2008. Please see the section of this press release below entitled “Important Information on GEO’s Non-GAAP Financial Measures” for information on how GEO defines pro forma income from continuing operations.

Table 1. Reconciliation of Pro Forma Income from Continuing Operations to GAAP Income from Continuing Operations

(In thousands except per share data)	13 Weeks Ended		13 Weeks Ended		39 Weeks Ended		39 Weeks Ended
	28-Sep-08		30-Sep-07		28-Sep-08		30-Sep-07
Income from continuing operations	$	15,857	$	12,156	$	42,902	$	29,393
Start-up/transition expenses, net		1,769		1,684		4,224		3,769
International bid and proposal expenses, net		51		—		246		—
Write off deferred financing fees, net		—		—		—		2,972
Pro forma income from continuing operations	$	17,677	$	13,840	$	47,372	$	36,134
Diluted earnings per share
Income from continuing operations, net	$	0.31	$	0.24	$	0.83	$	0.61
Start-up/transition expenses, net		0.03		0.03		0.08		0.08
International bid and proposal expenses, net		—		—		—		—
Write off deferred financing fees, net		—		—		—		0.06
Diluted pro forma earnings per share	$	0.34	$	0.27	$	0.91	$	0.75
Weighted average shares outstanding		51,803		51,770		51,820		48,320

Revenue
GEO reported third quarter 2008 revenue of $265.4 million compared to $266.1 million in the third quarter of 2007. Exclusive of pass-through construction revenues, GEO reported third quarter 2008 operating revenues of $251.9 million compared to $232.9 million for the third quarter of 2007. U.S. Corrections revenue for the third quarter of 2008 increased to $189.0 million from $169.4 million for the third quarter of 2007. International Services revenue for the third quarter of 2008 increased to $34.1 million from $33.5 million for the third quarter of 2007. GEO Care revenue for the third quarter of 2008 decreased to $28.8 million from $30.0 million for the third quarter of 2007.

For the first nine months of 2008, GEO reported revenue of $821.0 million compared to $759.5 million for the first nine months of 2007. Exclusive of pass-through construction revenues, GEO reported operating revenues of $746.5 million for the first nine months of 2008 compared to $678.3 million for the first nine months of 2007. U.S. Corrections revenue for the first nine months of 2008 increased to $553.0 million from $502.8 million for the first nine months of 2007. International Services revenue for the first nine months of 2008 increased to $104.4 million from $95.7 million for the first nine months of 2007. GEO Care revenue for the first nine months of 2008 increased to $89.1 million from $79.9 million for the first nine months of 2007.

Adjusted EBITDA
Third quarter 2008 Adjusted EBITDA increased to $42.6 million from $37.4 million in the third quarter of 2007. Adjusted EBITDA for the first nine months of 2008 increased to $119.2 million from $104.0 million for the first nine months of 2007. Please see the section of this press release below entitled “Important Information on GEO’s Non-GAAP Financial Measures” for information on how GEO defines Adjusted EBITDA. The following table presents a reconciliation from Adjusted EBITDA to GAAP Net income for the third quarter and first nine months of 2008.

2

Table 2. Reconciliation from Adjusted EBITDA to GAAP Net Income
(In thousands)

	13 Weeks Ended			13 Weeks Ended			39 Weeks Ended		39 Weeks Ended
	28-Sep-08			30-Sep-07			28-Sep-08		30-Sep-07
Net income	$	15,859		$	12,738		$	42,465	$	30,368
Discontinued operations		(2	)		(582	)		437		(975	)
Interest expense, net		5,431			6,055			16,087		21,513
Income tax provision		8,835			7,281			24,951		17,288
Depreciation and amortization		9,512			9,177			28,041		24,927
EBITDA	$	39,635		$	34,669		$	111,981	$	93,121
Adjustments, pre-tax
Start-up/transition expenses		2,844			2,716			6,829		6,081
International bid and proposal expenses		82			—			394		—
Write off deferred financing fees		—			—			—		4,794
Adjusted EBITDA	$	42,561		$	37,385		$	119,204	$	103,996

Adjusted Free Cash Flow
Adjusted Free Cash Flow for the third quarter of 2008 decreased to $26.4 million from $27.2 million for the third quarter of 2007. Adjusted Free Cash Flow for the first nine months of 2008 increased to $71.0 million from $61.0 million for the first nine months of 2007. Please see the section of this press release below entitled “Important Information on GEO’s Non-GAAP Financial Measures” for information on how GEO defines Adjusted Free Cash Flow.

The following table presents a reconciliation from Adjusted Free Cash Flow to GAAP income from continuing operations for the third quarter and first nine months of 2008.

Table 3. Reconciliation of Adjusted Free Cash Flow to GAAP Income from Continuing Operations
(In thousands)

	13 Weeks Ended			13 Weeks Ended			39 Weeks Ended			39 Weeks Ended
	28-Sep-08			30-Sep-07			28-Sep-08			30-Sep-07
Income from Continuing Operations	$	15,857		$	12,156		$	42,902		$	29,393
Depreciation and Amortization		9,512			9,177			28,041			24,927
Income Tax Provision		8,835			7,281			24,951			17,288
Income Taxes Paid		(7,850	)		(3,028	)		(26,056	)		(16,745	)
Stock Based Compensation Included in G&A		1,103			1,020			2,906			2,374
Maintenance Capital Expenditures		(4,051	)		(2,499	)		(9,272	)		(7,796	)
Equity in Earnings of Affiliates, Net of Income Tax		(778	)		(591	)		(2,009	)		(1,480	)
Minority Interest		95			90			297			281
Amortization of Debt Costs and Other Non-Cash		720			913			2,055			1,865
Interest Write-off of Deferred Financing Fees		—			—			—			4,794
Start-up/transition expenses		2,844			2,716			6,829			6,081
International bid and proposal expenses		82			—			394			—
Adjusted Free Cash Flow	$	26,369		$	27,235		$	71,038		$	60,982

3

Confirms 4Q08 Earnings Guidance
GEO is confirming its fourth quarter 2008 earnings guidance in a pro forma range of $0.34 to $0.36 per share based on estimated operating revenues in the range of $257 million to $263 million, exclusive of $0.02 per share in after-tax start-up expenses and pass-through construction revenues.

GEO expects full-year 2008 earnings to be in a pro forma range of $1.25 to $1.27, exclusive of $0.10 per share in after-tax start-up expenses and after-tax international bid and proposal expenses.

Business Development Update
On October 21, 2008, GEO received a Notice of Intent to Award contracts from the State of Florida, Department of Management Services for the design, construction, and operation of a new 2,000-bed special needs prison to be located in Santa Rosa County, Florida. Under the award, GEO will begin the design and construction, through tax-exempt bonds, of a new $120.0 million 2,000-bed prison that will be lease-purchase financed and owned by the State of Florida. GEO will begin management and operation of the prison upon its completion by the end of the second quarter of 2010.

The management and operation of the prison will be jointly provided by GEO and GEO Care, GEO’s wholly-owned mental healthcare subsidiary. The management contract will have a minimum occupancy guarantee of 90 percent and an initial term of three years which may be renewed for successive two-year periods. The management contract is expected to generate approximately $28.0 million in annual operating revenues for GEO, exclusive of debt service payments. Under a subcontract, GEO Care will be responsible for the provision of medical and mental health treatment for the special-needs inmate population. GEO Care’s subcontract is expected to generate approximately $20.0 million in annual revenues. On a combined basis, the contracts will generate approximately $48.0 million in annualized revenues.

Conference Call Information
GEO has scheduled a conference call and simultaneous webcast at 11:00 AM (Eastern Time) today to discuss GEO’s third quarter 2008 financial results as well as its progress and outlook. The call-in number for the U.S. is 1-800-659-1942 and the international call-in number is 1-617-614-2710. The participant pass-code for the conference call is 44446275. In addition, a live audio webcast of the conference call may be accessed on the Conference Calls/Webcasts section of GEO’s investor relations home page at www.thegeogroupinc.com. A replay of the audio webcast will be available on the website for one year. A telephonic replay of the conference call will be available until December 3, 2008 at 1-888-286-8010 (U.S.) and 1-617-801-6888 (International). The pass-code for the telephonic replay is 10053474. GEO will discuss Non-GAAP (“Pro Forma”) basis information on the conference call. A reconciliation from Non-GAAP (“Pro Forma”) basis information to GAAP basis results may be found on the Conference Calls/Webcasts section of GEO’s investor relations home page at www.thegeogroupinc.com.

About The GEO Group, Inc.
The GEO Group, Inc. (“GEO”) is a world leader in the delivery of correctional, detention, and residential treatment services to federal, state, and local government agencies around the globe. GEO offers a turnkey approach that includes design, construction, financing, and operations. GEO represents government clients in the United States, Australia, South Africa, and the United Kingdom. GEO’s worldwide operations include the management and/or ownership of 67 correctional and residential treatment facilities with a total design capacity of approximately 64,000 beds, including projects under development.

Important Information on GEO’s Non-GAAP Financial Measures
Pro forma income from continuing operations, Adjusted EBITDA, and Adjusted Free Cash Flow are non-GAAP financial measures. Pro forma income from continuing operations is defined as income from continuing operations excluding start-up/transition expenses, international bid and proposal expenses, and deferred financing fees as set forth in Table 1 above. Adjusted EBITDA is defined as EBITDA excluding start-up/transition expenses, international bid and proposal expenses, and deferred financing fees as set forth in Table 2 above. Adjusted Free Cash Flow is defined as income from continuing operations after giving effect to the items set forth in Table 3 above. A reconciliation of these non-GAAP measures to the most directly comparable GAAP measurements of these items is included above in Tables 1, 2, and 3, respectively. GEO believes that these financial measures are important operating measures that supplement discussion and analysis of GEO’s financial results derived in accordance with GAAP. These non-GAAP financial measures should be read in conjunction with GEO’s consolidated financial statements and related notes included in GEO’s filings with the Securities and Exchange Commission.

4

Safe-Harbor Statement
This press release contains forward-looking statements regarding future events and future performance of GEO that involve risks and uncertainties that could materially affect actual results, including statements regarding estimated earnings, revenues and costs and our ability to maintain growth and strengthen contract relationships. Factors that could cause actual results to vary from current expectations and forward-looking statements contained in this press release include, but are not limited to: (1) GEO’s ability to meet its financial guidance for 2008 given the various risks to which its business is exposed; (2) GEO’s ability to successfully pursue further growth and continue to enhance shareholder value; (3) GEO’s ability to access the capital markets in the future on satisfactory terms or at all; (4) risks associated with GEO’s ability to control operating costs associated with contract start-ups; (5) GEO’s ability to timely open facilities as planned, profitably manage such facilities and successfully integrate such facilities into GEO’s operations without substantial costs; (6) GEO’s ability to win management contracts for which it has submitted proposals and to retain existing management contracts; (7) GEO’s ability to obtain future financing on acceptable terms; (8) GEO’s ability to sustain company-wide occupancy rates at its facilities; and (9) other factors contained in GEO’s Securities and Exchange Commission filings, including the forms 10-K, 10-Q and 8-K reports.

Third quarter and nine months financial tables to follow:

5

THE GEO GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED
SEPTEMBER 28, 2008 AND SEPTEMBER 30, 2007
(In thousands, except per share data)
(UNAUDITED)

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 28, 2008			September 30, 2007			September 28, 2008			September 30, 2007
Revenues	$	265,407		$	266,119		$	821,006		$	759,496
Operating expenses		209,511			215,897			658,912			615,931
Depreciation and amortization		9,512			9,177			28,041			24,927
General and administrative expenses		16,944			16,054			51,825			46,849
Operating income		29,440			24,991			82,228			71,789
Interest income		1,878			2,296			5,580			6,536
Interest expense		(7,309	)		(8,351	)		(21,667	)		(28,049	)
Write off of deferred financing fees from extinguishment of debt		—			—			—			(4,794	)
Income before income taxes, minority interest, equity in earnings of affiliate and discontinued operations		24,009			18,936			66,141			45,482
Provision for income taxes		8,835			7,281			24,951			17,288
Minority interest		(95	)		(90	)		(297	)		(281	)
Equity in earnings of affiliate, net of income tax expense of $276, $258, $819 and $690		778			591			2,009			1,480
Income from continuing operations		15,857			12,156			42,902			29,393
Income (loss) from discontinued operations, net of tax expense (benefit) of $1, $373, $(272) and $620		2			582			(437	)		975
Net income	$	15,859		$	12,738		$	42,465		$	30,368
Weighted-average common shares outstanding:
Basic		50,626			50,331			50,495			46,853
Diluted		51,803			51,770			51,820			48,320
Income per common share:
Basic:
Income from continuing operations	$	0.31		$	0.24		$	0.85		$	0.63
Income (loss) from discontinued operations		0.00			0.01			(0.01	)		0.02
Net income per share-basic	$	0.31		$	0.25		$	0.84		$	0.65
Diluted:
Income from continuing operations	$	0.31		$	0.24		$	0.83		$	0.61
Income (loss) from discontinued operations		0.00			0.01			(0.01	)		0.02
Net income per share-diluted	$	0.31		$	0.25		$	0.82		$	0.63

6

The GEO Group, Inc.
Operating Data

	13 Weeks			13 Weeks			39 Weeks			39 Weeks
	Ended			Ended			Ended			Ended
	September 28, 2008			September 30, 2007			September 28, 2008			September 30, 2007
*Revenue-producing beds		53,144			49,900			53,144			49,900
*Compensated man-days		4,531,273			4,302,185			13,464,433			12,715,398
*Average occupancy1		97.0	%		96.8	%		97.0	%		97.0	%

*	Includes International Services and GEO Care.
1	Does not include GEO’s idle facilities.

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THE GEO GROUP, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 28, 2008 AND DECEMBER 30, 2007
(In thousands)

	September 28, 2008		December 30, 2007
	(Unaudited)
ASSETS
Current Assets Cash and cash equivalents	$	26,613	$	44,403
Restricted cash		13,106		13,227
Accounts receivable, less allowance for doubtful accounts of $325 and $445		191,667		172,291
Deferred income tax asset		19,705		19,705
Other current assets		13,741		14,892
Total current assets		264,832		264,518
Restricted Cash		20,852		20,880
Property and Equipment, Net		853,628		783,612
Assets Held for Sale		1,265		1,265
Direct Finance Lease Receivable		38,632		43,213
Deferred income tax assets, net		4,918		4,918
Goodwill and Other Intangible Assets, Net		35,635		37,230
Other Non Current Assets		33,858		36,998
	$	1,253,620	$	1,192,634
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities Accounts payable	$	54,648	$	48,661
Accrued payroll and related taxes		25,228		34,766
Accrued expenses		77,601		85,528
Current portion of capital lease obligations, long-term debt and non-recourse debt		18,272		17,477
Total current liabilities		175,749		186,432
Deferred Income Tax Liability		223		223
Minority Interest		1,804		1,642
Other Non Current Liabilities		29,177		30,179
Capital Lease Obligations		15,295		15,800
Long-Term Debt		345,904		305,678
Non-Recourse Debt		114,687		124,975
Total shareholders’ equity		570,781		527,705
	$	1,253,620	$	1,192,634

8