GEO GROUP INC
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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FY2023 · Filed Feb 29, 2024
GEO$31.94+6.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
(a)(1)Financial Statements.
The consolidated financial statements of GEO are filed under Item 8 of Part II of this report.
(2)Financial Statement Schedule.
Schedule II — Valuation and Qualifying Accounts — Page 148
All other schedules specified in the accounting regulations of the Securities and Exchange Commission have been omitted because they are either inapplicable or not required.
(3)Exhibits Required by Item 601 of Regulation S-K. The following exhibits are filed as part of this Annual Report:
| ExhibitNumber | Description | |
| 1.1 | Form of Equity Distribution Agreement, dated December 28, 2023, by and among The GEO Group, Inc. and each of Cantor Fitzgerald & Co., Compass Point Research & Trading, LLC, Imperial Capital, LLC, JonesTrading Institutional Services LLC, Noble Capital Markets, Inc., Northland Securities, Inc., StoneX Financial Inc., Virtu Americas LLC, and Wedbush Securities Inc. | https://www.sec.gov/Archives/edgar/data/923796/000119312523305223/d669399dex11.htm |
| 3.1 | Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 30, 2014). | https://www.sec.gov/Archives/edgar/data/923796/000119312514254491/d750635dex31.htm |
| 3.2 | Articles of Merger, effective as of June 27, 2014 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on June 30, 2014). | https://www.sec.gov/Archives/edgar/data/923796/000119312514254491/d750635dex32.htm |
| 3.3 | Articles of Amendment to the Amended and Restated Articles of Incorporation of The GEO Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 26, 2017). | https://www.sec.gov/Archives/edgar/data/923796/000119312517137344/d384798dex31.htm |
| 3.4 | Third Amended and Restated Bylaws of The GEO Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 21, 2021). | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521195250/d192125dex31.htm |
| 3.5 | Amendment to Third Amended and Restated Bylaws, effective January 21, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022). | https://www.sec.gov/Archives/edgar/data/0000923796/000119312522019826/d305099dex31.htm |
| 3.6 | Amendment to Third Amended and Restated Bylaws, effective February 14, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 18, 2022). | https://www.sec.gov/Archives/edgar/data/0000923796/000119312522045923/d106900dex31.htm |
| 3.7 | Amendment to Third Amended and Restated Bylaws, effective December 27, 2022 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on December 28, 2022). | https://www.sec.gov/Archives/edgar/data/923796/000119312522313783/d398856dex31.htm |
| 3.8 | Amendment to Third Amended and Restated Bylaws, effective February 9, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on February 15, 2024). | https://www.sec.gov/Archives/edgar/data/923796/000119312524037639/d763000dex31.htm |
| 4.1 | Indenture, dated as of September 25, 2014, by and between GEO and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 1, 2014). | https://www.sec.gov/Archives/edgar/data/923796/000119312514360857/d795633dex41.htm |
| 4.2 | First Supplemental Indenture, dated as of September 25, 2014, by and among GEO, certain subsidiary guarantors and Wells Fargo Bank, National Association, as Trustee with respect to the 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on October 1, 2014). | https://www.sec.gov/Archives/edgar/data/923796/000119312514360857/d795633dex42.htm |
| 4.3 | Form of 5.875% Senior Note due 2024 (included in Exhibit 4.5). | https://www.sec.gov/Archives/edgar/data/923796/000119312514360857/d795633dex42.htm |
| 4.4 | Second Supplemental Indenture, dated as of April 18, 2016, by and | https://www.sec.gov/Archives/edgar/data/923796/000119312516545008/d172173dex41.htm |
| among The GEO Group, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee with respect to the 6.00% Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on April 18, 2016). | ||
| 4.5 | Form of 6.00% Senior Notes due 2026 (included in Exhibit 4.7). | https://www.sec.gov/Archives/edgar/data/923796/000119312516545008/d172173dex41.htm |
| 4.6 | Indenture, dated as of February 24, 2021, by and among GEO Corrections Holdings, Inc., as issuer, The GEO Group, Inc. and the other guarantors named therein, as guarantors, and the Trustee (portions of this exhibit have been omitted) (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed on March 2, 2021). | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521065641/d85561dex41.htm |
| 4.7 | Form of 6.5% Exchangeable Senior Notes due 2026 (included in Exhibit 4.9). | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521065641/d85561dex41.htm |
| 4.8 | Indenture, dated as of August 19, 2022, among The GEO Group, Inc., the guarantors named therein and Ankura Trust Company, LLC, as trustee and second lien collateral trustee, relating to the 10.500% Senior Second Lien Secured Notes due 2028 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 25, 2022). | https://www.sec.gov/Archives/edgar/data/923796/000119312522230195/d392591dex41.htm |
| 4.9 | Form of 10.500% Senior Second Lien Secured Notes due 2028 (included in Exhibit 4.8). | https://www.sec.gov/Archives/edgar/data/923796/000119312522230195/d392591dex41.htm |
| 4.10 | Indenture, dated as of August 19, 2022, among The GEO Group, Inc., the guarantors named therein and Ankura Trust Company, LLC, as trustee and second lien collateral trustee, relating to the 9.500% Senior Second Lien Secured Notes due 2028 | https://www.sec.gov/Archives/edgar/data/923796/000119312522230195/d392591dex43.htm |
| (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on August 25, 2022). | ||
| 4.11 | Form of 9.500% Senior Second Lien Secured Notes due 2028 (included in Exhibit 4.10). | https://www.sec.gov/Archives/edgar/data/923796/000119312522230195/d392591dex43.htm |
| 4.12 | Supplemental Indenture, dated as of August 19, 2022, among The GEO Group, Inc., the guarantors named therein and Regions Bank (successor to Wells Fargo Bank, National Association), as trustee, to the Indenture, dated as of September 24, 2014, among The GEO Group, Inc. and Regions Bank (successor to Wells Fargo Bank, National Association), as trustee, relating to the 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed on August 25, 2022). | https://www.sec.gov/Archives/edgar/data/923796/000119312522230195/d392591dex46.htm |
| 4.13 | Supplemental Indenture, dated as of August 19, 2022, among The GEO Group, Inc., the guarantors named therein and Regions Bank (successor to Wells Fargo Bank, National Association), as trustee, to the Indenture, dated as of September 24, 2014, among The GEO Group, Inc. and Regions Bank (successor to Wells Fargo Bank, National Association), as trustee, relating to the 6.000% Senior Notes due 2026 (incorporated by reference to Exhibit 4.7 to the Company's Current Report on Form 8-K filed on August 25, 2022). | https://www.sec.gov/Archives/edgar/data/923796/000119312522230195/d392591dex47.htm |
| 4.14 | Description of Registrant's Securities (incorporated by reference to exhibit 4.14 to the Company's Annual Report on Form 10-K filed on February 27, 2023). | https://www.sec.gov/Archives/edgar/data/923796/000095017023004713/geo-ex4_14.htm |
| 4.15 | Form of Indenture for Senior Debt Securities (incorporated by reference to Exhibit 4.1 to the Company's registration statement on Form S-3ASR, filed on October 30, 2023). | https://www.sec.gov/Archives/edgar/data/923796/000119312523266272/d531971dex41.htm |
| 4.16 | Form of Indenture for Subordinated Debt Securities (incorporated by reference to Exhibit 4.2 to the Company's registration statement on Form S-3ASR, filed on October 30, 2023). | https://www.sec.gov/Archives/edgar/data/923796/000119312523266272/d531971dex42.htm |
| 10.1 | Form of Indemnification Agreement between the Company and its Officers and Directors (incorporated herein by reference to Exhibit 10.3 to the Company’s registration statement on Form S-1, filed on May 24, 1994) (P) | |
| 10.2 | The GEO Group, Inc. Senior Management Performance Award Plan, as Amended and Restated (incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K, filed on February 26, 2019) † | https://www.sec.gov/Archives/edgar/data/923796/000119312519050054/d663410dex103.htm |
| 10.3 | Amendment to The GEO Group, Inc. Senior Management Performance Award Plan (incorporated by reference to exhibit 10.3 to the Company's Annual Report on Form 10-K filed on February 27, 2023). † | https://www.sec.gov/Archives/edgar/data/923796/000095017023004713/geo-ex10_3.htm |
| 10.4 | Amended and Restated The GEO Group, Inc. Senior Officer Retirement Plan, effective December 31, 2008 (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K January 7, 2009) † | https://www.sec.gov/Archives/edgar/data/923796/000095014409000110/g17230exv10w8.htm |
| 10.5 | Amended and Restated The GEO Group, Inc. Executive Retirement Plan (effective January 1, 2008) (incorporated by reference to Exhibit 10.36 to the Company’s Quarterly Report on Form 10-K, filed on March 1, 2012) † | https://www.sec.gov/Archives/edgar/data/923796/000119312512090269/d259590dex1036.htm |
| 10.6 | Amendment to The GEO Group, Inc. Executive Retirement Plan (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K, filed on March 1, 2012) † | https://www.sec.gov/Archives/edgar/data/923796/000119312512090269/d259590dex1037.htm |
| 10.7 | The GEO Group, Inc. Deferred Compensation Plan (as amended and restated effective January 1, 2008) (incorporated by reference to Exhibit 10.38 to the Company’s | https://www.sec.gov/Archives/edgar/data/923796/000119312512090269/d259590dex1038.htm |
| 10.8 | Amendment to The GEO Group, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K, filed on March 1, 2012) † | https://www.sec.gov/Archives/edgar/data/0000923796/000119312512090269/d259590dex1039.htm |
| 10.9 | Amendment to The GEO Group, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K, filed on March 1, 2012) † | https://www.sec.gov/Archives/edgar/data/923796/000119312512090269/d259590dex1040.htm |
| 10.10 | Amendment No. 4 to Third Amended and Restated Credit Agreement, dated as of August 19, 2022, by and among the lenders party thereto (including pursuant to a borrower assignment agreement), The GEO Group, Inc., GEO Corrections Holdings, Inc. and BNP Paribas, as administrative agent for the lenders under the existing credit agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on August 25, 2022). ** | https://www.sec.gov/Archives/edgar/data/923796/000119312522230195/d392591dex102.htm |
| 10.11 | Amendment No. 5 to Third Amended and Restated Credit Agreement and Agency Resignation and Appointment Agreement, dated as of August 19, 2022, by and among The GEO Group, Inc., GEO Corrections Holdings, Inc., the guarantors party thereto, the revolving credit lenders party thereto, the term lenders party thereto, the issuing lenders and the swingline lender, BNP Paribas, as the existing administrative agent for lenders under the existing credit agreement, Alter Domus Products Corp., as the new administrative agent for the lenders under the amended credit agreement, and Alter Domus Products Corp., as the administrative agent for the lenders under the exchange credit agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on | https://www.sec.gov/Archives/edgar/data/923796/000119312522230195/d392591dex102.htm |
| Form 8-K, filed on August 25, 2022). (included in Exhibit 10-17). ** | ||
| 10.12 | The GEO Group, Inc. Amended and Restated 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 4, 2021) † | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521150222/d178751dex101.htm |
| 10.13 | The GEO Group, Inc. Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on May 4, 2021). † | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521150222/d178751dex102.htm |
| 10.14 | Separation and General Release Agreement, dated as of May 27, 2021, by and between The GEO Group, Inc. and George C. Zoley (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on June 1, 2021). † | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521177770/d318382dex101.htm |
| 10.15 | Executive Chairman Employment Agreement, dated as of May 27, 2021, by and between The GEO Group, Inc. and George C. Zoley (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on June 1, 2021). † | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521177770/d318382dex102.htm |
| 10.16 | Amended and Restated Executive Retirement Agreement, dated as of May 27, 2021, by and between The GEO Group, Inc. and George C. Zoley (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on June 1, 2021). † | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521177770/d318382dex103.htm |
| 10.17 | Executive Employment Agreement, dated as of May 27, 2021, by and between The GEO Group, Inc. and Jose Gordo (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed on June 1, 2021). † | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521177770/d318382dex104.htm |
| 10.18 | Transaction Support Agreement, dated as of July 18, 2022, among | https://www.sec.gov/Archives/edgar/data/923796/000119312522196691/d346175dex101.htm |
| the Company, the Agent and the Consenting Creditors (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 19, 2022). | ||
| 10.19 | Credit Agreement, dated as of August 19, 2022 among The GEO Group, Inc. and GEO Corrections Holdings, Inc., as borrowers, the lenders referred to therein and Alter Domus Products Corp., as administrative agent (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on August 25, 2022). | https://www.sec.gov/Archives/edgar/data/923796/000119312522230195/d392591dex103.htm |
| 10.20 | First Lien Pari Passu Intercreditor Agreement, dated as of August 19, 2022 among Alter Domus Products Corp., as exchange credit facility agent for the exchange credit facility secured parties, Alter Domus Products Corp., as existing credit facility agent for the existing credit facility secured parties and each additional senior representative from time to time party thereto, and acknowledged by The GEO Group, Inc. and GEO Corrections Holdings, Inc. as borrowers and the other grantors (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on August 25, 2022). | https://www.sec.gov/Archives/edgar/data/923796/000119312522230195/d392591dex104.htm |
| 10.21 | Senior Officer Employment Agreement, by and between The GEO Group, Inc. and Wayne Calabrese, dated February 9, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 15, 2023). | https://www.sec.gov/Archives/edgar/data/923796/000119312523040224/d419976dex101.htm |
| 10.22 | Separation and General Release Agreement, entered into on November 29, 2023, between The GEO Group, Inc. and Jose Gordo (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 5, 2023).† | https://www.sec.gov/Archives/edgar/data/923796/000119312523289201/d628144dex101.htm |
| 10.23 | Advisory Services Agreement, effective as of January 1, 2024, | https://www.sec.gov/Archives/edgar/data/923796/000119312523289201/d628144dex102.htm |
| between The GEO Group, Inc. and Jose Gordo (incorporated by reference t Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 5, 2023). † | ||
| 10.24 | Executive Employment Agreement, effective as of January 1, 2024, between The GEO Group, Inc. and Brian Evans (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on December 5, 2023). † | https://www.sec.gov/Archives/edgar/data/923796/000119312523289201/d628144dex103.htm |
| 10.25 | Executive Employment Agreement, dated as of June 22, 2021, between The GEO Group, Inc. and Shayn March (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on December 5, 2023). † | https://www.sec.gov/Archives/edgar/data/923796/000119312523289201/d628144dex104.htm |
| 10.26 | Executive Employment Agreement, effective as of January 1, 2024, between The GEO Group, Inc. and Wayne Calabrese (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on December 5, 2023). † | https://www.sec.gov/Archives/edgar/data/923796/000119312523289201/d628144dex105.htm |
| 10.27 | Refinancing Revolving Credit Commitments Amendment, dated as of December 14, 2023, among The GEO Group, Inc. and GEO Corrections Holdings, Inc., as borrowers, the other loan parties thereto, the lender parties thereto and Alter Domus Products Corp., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 5, 2023). | https://www.sec.gov/Archives/edgar/data/923796/000119312523299987/d552008dex101.htm |
| 21.1 | Subsidiaries of the Company* | |
| 22.1 | List of Guarantor Subsidiaries * | |
| 23.1 | Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm* | |
| 31.1 | Rule 13a-14(a) Certification in accordance with Section 302 of the Sarbanes-Oxley Act of 2002* |
| 31.2 | Rule 13a-14(a) Certification in accordance with Section 302 of the Sarbanes-Oxley Act of 2002* |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 97.1 | The GEO Group, Inc. Clawback Policy * |
| 101 | The following financial information from the Company's Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders' Equity, and (vi) the Notes to the Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. * |
| 104 | Cover Page Interactive Data Title - the cover page XBRL tags are embedded within the Inline XBRL document. * |
- Filed herewith.
** Certain portions of these Exhibits have been omitted in accordance with Regulation S-K Item 601 because they are both (i) not material to investors and (ii) the type of information that the Registrant customarily and actually treats as private or confidential and have been marked with ‘‘[***]’’ to indicate where omissions have been made. The Registrant agrees to furnish supplementally an unredacted copy of the Exhibit to the SEC upon its request.
† Management contract or compensatory plan, contract or agreement as defined in Item 402 (a)(3) of Regulation S-K.
(P) Paper filing
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