Business Combinations

Community Education Centers Acquisition

On April 5, 2017, the Company completed its acquisition of CEC, pursuant to a definitive merger agreement entered into on February 12, 2017 between the Company, GEO/DE/MC/01 LLC, and CEC Parent Holdings LLC. CEC is a private provider of rehabilitation services for offenders in reentry and in-prison treatment facilities as well as management services for county, state and federal correctional and detention facilities. CEC's operations encompass over 12,000 beds nationwide. Under the terms of the merger agreement, the Company acquired 100% of the voting interests in CEC for $353.6 million, net of cash acquired of $3.0 million, in an all cash transaction, excluding transaction related expenses paid at closing of $4.1 million. At the time of the acquisition, approximately $115.0 million of CEC indebtedness, including accrued interest, was outstanding. All indebtedness of CEC was repaid by the Company with a portion of the $353.6 million merger consideration. The purchase price was reduced by $2.6 million as a result of the final working capital target settlement received by the Company during the third quarter ended September 30, 2017. Additionally, for tax periods ending on or prior to December 31, 2018, the purchase price may be adjusted for any tax benefits realized by the Company attributable to certain transactional tax deductions if such deductions are able to be taken by the Company and will result in an incremental tax benefit. The Company has estimated a maximum potential adjustment of approximately $1.9 million but has preliminarily estimated the fair value of this contingency at zero at the acquisition date. The Company is still reviewing the various tax implications of the acquisition which may impact the ultimate fair value of this contingency.

Purchase price allocation

GEO is identified as the acquiring company for US GAAP accounting purposes. Under the acquisition method of accounting, the purchase price for CEC was allocated to CEC's net tangible and intangible assets based on their estimated fair values as of April 5, 2017, the date of closing and the date that the Company obtained control of CEC. In order to determine the fair values of certain tangible and intangible assets acquired, the Company engaged a third party independent valuation specialist. For all other assets acquired and liabilities assumed, the recorded fair value was determined by the Company's management and represents an estimate of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

The allocation of the purchase price for this transaction as of April 5, 2017 has not been finalized. The primary areas of the preliminary purchase price allocations that are not finalized relate to the fair values of certain liabilities acquired and income taxes. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired at the acquisition date during the measurement period. Measurement period adjustments that the Company determines to be material will be recorded in the reporting period in which the adjustment amounts are determined. During the year ended ended December 31, 2017, the Company made measurement period adjustments of approximately $6.7 million to provisional amounts with respect to the CEC acquisition that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. These adjustments related to the Company's valuation of accounts receivable, prepaid expenses and other current assets, accounts payable, other noncurrent liabilities and deferred income tax assets. Of the total measurement period adjustments, other non-current liabilities decreased $4.6 million related to the valuation of an unfavorable contract liability and increased $5.1 million related to a contingency for unclaimed property. The remaining measurement period adjustments were not individually significant and related to finalizing certain analysis relating to accounts receivable, taxes, accounts payable and accrued expenses. The preliminary purchase price allocation as of April 5, 2017 and as of December 31, 2017 and adjustments made to the estimated acquisition date fair values during the measurement period are as follows (in '000's):



	Acquisition Date Estimated Fair Value as of April 5, 2017		Measurement Period Adjustments			Acquisition Date Estimated Fair Value as of December 31, 2017
Accounts Receivable	$	29,936	$	2,933		$	32,869
Prepaid and other current assets	5,032		(635		)	4,397
Property and equipment	126,510		—			126,510
Intangible assets	76,000		—			76,000
Favorable lease assets	3,110		—			3,110
Deferred income tax assets	2,223		1,893			4,116
Other non-current assets	4,327		—			4,327
Total assets acquired	$	247,138	$	4,191		$	251,329
Accounts payable and accrued expenses	53,800		(2,149		)	51,651
Unfavorable lease liabilities	1,299		—			1,299
Other non-current liabilities	9,917		562			10,479
Total liabilities assumed	$	65,016	$	(1,587	)	$	63,429
Total identifiable net assets	182,122		5,778			187,900
Goodwill	172,343		(6,687		)	165,656
Total consideration paid, net of cash acquired	$	354,465	$	(909	)	$	353,556

As shown above, the Company recorded $165.7 million of goodwill related to the purchase of CEC. The strategic benefits of

the merger include the Company's ability to further position itself to meet the demand for increasingly diversified correctional,

detention and community reentry facilities and services and the Company's ability to expand the delivery of enhanced in-

prison rehabilitation including evidence-based treatment, integrated with post-release support services through GEO's

Continuum of Care platform. These factors contributed to the goodwill that was recorded upon consummation of the

transaction. The Company does not believe that any of the goodwill recorded as a result of the CEC acquisition will be

deductible for federal income tax purposes. In November 2017, the Company sold substantially all of the assets of one of the

acquired CEC entities for approximately $3.7 million which resulted in a reduction of goodwill of $2.2 million. The net gain on

sale was not significant and the operations of this entity were not significant to the Company. Refer to Note 9 - Goodwill and

Other Intangible Assets, Net. Identifiable intangible assets purchased in the acquisition and their weighted average amortization

periods in total and by major intangible asset class, as applicable, are included in the table below:



	Weighted Average Useful Life (years)	Fair Value as of April 5, 2017
Facility management contracts	18	$	75,300
Covenants not to compete	1	700
Total acquired intangible assets		$	76,000

Pro forma financial information (Unaudited)

The results of operations of CEC are included in the Company's results of operations from April 5, 2017. The following

unaudited pro forma information combines the consolidated results of operations of the Company and CEC as if the

acquisition had occurred at January 1, 2015, which is the beginning of the earliest period presented. The pro forma amounts are

included for comparative purposes and may not necessarily reflect the results of operations that would have resulted had the

acquisition been completed at the beginning of the applicable period and may not be indicative of the results that will be

attained in the future (in thousands):



	Year Ended (unaudited)
	December 31, 2017	December 31, 2016	December 31, 2015
Pro forma revenues	2,300,000	2,400,000	2,100,000
Pro forma net income attributable to the GEO Group, Inc.	160,000	143,000	127,000

The unaudited pro forma combined financial information presented above is compiled from the financial statements of the combined companies and includes pro forma adjustments for: (i) estimated changes in depreciation expense, interest expense and amortization expense; (ii) adjustments to eliminate intercompany transactions; (iii) adjustments to remove approximately $15 million, for the year ended December 31, 2017, respectively, of non-recurring transaction and merger related costs directly related to the CEC acquisition that are included in the combined companies' financial results; and (iv) the income tax impact of the adjustments.The unaudited pro forma financial information does not include any adjustments to reflect the impact of cost savings or other synergies that may result from this acquisition. As noted above, the unaudited pro forma financial information does not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be achieved by the combined companies in the future.

The Company has included revenue and earnings of approximately $171 million and $22 million, respectively, in its

consolidated statements of operations for the year ended December 31, 2017 for CEC activity since April 5, 2017, the

date of acquisition.