8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): September 13, 2022

THE GEO GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida	1-14260	65-0043078
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)
4955 Technology Way, Boca Raton, Florida	33431
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(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (561) 893-0101

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol	Name of each exchange<br>on which registered
Common Stock, $0.01 Par Value	GEO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 7	Regulation FD
Item 7.01	Regulation FD Disclosure.
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The slide presentation furnished hereto as Exhibit 99.1, and incorporated herein by reference, will be presented to certain existing investors of The GEO Group, Inc. (the “Company”) beginning on September 13, 2022, and may be used by the Company in various other presentations to existing and prospective investors and analysts on or after September 13, 2022.

The information furnished in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Section 9	Financial Statements and Exhibits
Item 9.01.	Financial Statements and Exhibits.
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(d)	Exhibits
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Exhibit No.	Description
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99.1	Investor Presentation to be used beginning September 13, 2022.
104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

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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.
September 13, 2022	By:	/s/ Brian R. Evans
Date		Brian R. Evans
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

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EX-99.1

Exhibit 99.1

GEO The GEO Group, Inc.® Investor Presentation

2Q22

• Confidential -

Highlights - Attractive Investment Characteristics

Strong Financial Performance

• 2Q22 Adjusted EBITDA increased 12 percent year-over-year to more than $132 million, the highest quarterly run rate in company history.
• Adjusted EBITDA for trailing 12 months totaled almost $500 million for the first time ever.
• Increased FY22 Adjusted EBITDA guidance: $515 million-$530 million. Focus on Debt Reduction
• Completed transactions to address substantial majority of debt maturities and redeemed $126 million in remaining 2023 Senior Notes
• Reduced total recourse debt due before 2026 to approximately $170 million and staggered GEO’s debt maturities through 2028.
• Expect to reduce net recourse debt by at least $200 million to $250 million annually, and net leverage to below 3.5 times by the end of 2023 and below 3 times by the end of 2024. 2

Company Overview 3

Company History Founded in 1984 Initial Public Offering (IPO) in 1994 Listed on NYSE in 1996 Included in Major Indexes: S&P 600 Russell 2000 18,000 Employees 4

Diversified Government Service Provide Secure Residential Care ICE Processing Centers USMS Detention Facilities State Correctional and Rehabilitation Facilities Non-Secure Residential Care Residential Reentry Centers/Halfway Houses Non-Residential Services Day Reporting Centers Electronic Monitoring Services provided in US, Australia, UK, and South Africa 5

GEO Corporate Structure

GEO®    Corporate Structure GEO Secure Services GEO Care

GEO International Services WFH- Night Shift G... Leased/Not Managed Facilities GEO Corporate Structure Geo. Corporate Structure BREE Residential 9,318 Beds 39 Facilities • 234 Beds • 2 Facilities

• QTA- Google Sheets 6 / 37 Geo

The GEO Group Australia Pty Ltd. Reentry Services 46,923 Beds Owned/Leased 38 Facilities Owned/Leased Managed Only 88% 3,501 Beds Managed Only 3 Facilities E Metrics Non-Residential 87 Non-Residential Centers SACM

3,024 Beds Managed Only • 1 Facility 1,424 Beds • 17,557 Beds 12 Facilities Electronic Monitioring 385,000 Supervised Individuals Managed Only on Electronic Monitoring 87 ISAP Offices Diversified U.S. Facility Footprint Geoamey Transportation Services in the U.K. 7 Facilities

Diversified U.S. Facility Footprint 51 GEO Secure Services Facilities 41 GEO Care Residential Facilities Headquarters/Regional Offices Secure Services Facilities Reentry Centers Leased/Not Managed

International Services 4 International Facilities

United Kingdom South Africa GEO Australia Head Office Sydney, Australia South African Custodial Management Head Office Johannesburg, South Africa Headquartere/Regional Offices Secure Services Facilities Transportation Depots

GEO is a Leading Diversified Services Provider GEO is a leading provider of diversified secure and community reentry services with a 40% share of the market Bed Capacity 100,000 80,000 82,000 40%

80,500 39% 60,000 40,000 20,000 57,500 72,200 26,000 12%    18,000 9% 1,000 0

GEO    CoreCivic MTCAll Others

Owned/Leased    Managed Only * Based on total beds including idle and under development for U.S. headquartered companies only    9 Figures are an approximation based on company disclosures and websites

Difficult to Replace Real Estate

17.6 Million Sq. Ft. owned and/or managed

57,500 Owned/Leased Beds

Economic Useful Life: 75+ Years

Newer Facility Assets = 19-Year Avg. Age

Difficult to Replace = High Barriers to Entry

Difficult permitting and zoning Long development lead times High Capital Intensity $2 billion in book long-term assets with minimum targeted ROI of 13-15% Karnes Family Staging Center, TX Riverbend Correctional Facility, GA Taylor Street Halfway House, CA

Segment Trends

ICE    USMS

U.S. Southwest Border Crossings

Increased use of Alternatives To Detention Program

Continued Capacity Needs Lack of alternatives Demand for Diversified Government Services State Correctional Agencies Aging State prison infrastructure

Correctional Staffing challenges Reentry Services

Available capacity at existing residential reentry centers Growth in Non-Residential Programs 12

U.S. Immigration and Customs Enforcement U.S. Southwest Border Crossings Increased use of Alternatives To Detention Program 300,000 250,000 200,000 FY2021 - YTD 2022 Southwest Land Border [GRAPHIC APPEARS HERE]Encounters 235,706 240,991 222,340 207,416 199,976 350,000 300,000 250,000 FY2021 - YTD2022 Program Participants 239,957 227,508 200,332 279,483 296,250 150,000 168,846 174,848 179,254 154,813 165,905 200,000 150,000 136,026 140,254 157,761 164,391 182,607 100,000 100,000 50,000 50,000

Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22     Jul-22

Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22     Jul-22 Source: U.S. Customs and Border Protection FY Southwest Land Border Encounters by Month (https://www.cbp.gov/newsroom/stats/southwest-land- border-encounters) Source: TRAC Alternatives to Detention Data

(https://trac.syr.edu/immigration/detentionstats/atd_pop

_table.html)    13

U.S. Marshals Services (USMS) Stable USMS Detention Populations (2014 – YTD2022) 70,000 60,000 50,000 55,170 51,777    51,316 50,317 55,776 61,435    61,421 [GRAPHIC APPEARS HERE]63,687    63,413 40,000 30,000 20,000 ~41% Contractor Beds 10,000

2014    2015 2016 2017 2018 2019 2020 2021 YTD2022

Source: 2014-2021 figures are taken from the USMS FY 2023 Performance Budget

(https://www.justice.gov/file/1493071/download#:~:text=The%20USMS%20requests%20a%20total,for%20FPD%20in%20FY%202023.) Source: YTD2022 Figures are based on total USMS prisoner population as of August 4, 2022 (https://www.usmarshals.gov/what-we-do/prisoners/covid-19-prisoner-statistics)    14

Aging Public Prisons Aging Public Prison Facilities are Costly and Less Safe More than 200,000 Public Prison Beds are Older than Economic Useful Life of 75 years Close to 100,000 Public Prison Beds are 100+ Years Old GEO Prison Portfolio is Significantly Younger than States where we operate Avg. Age

70 63 60 50    48 48 47 45 40 41

36    37 37 37 30 19 20 10

0 Indiana    Oklahoma California New Mexico Arizona TexasVirginiaGeorgiaMichigan FloridaGEO 15 Source: Bureau of Justice Statistics; State DOC Websites

[GRAPHIC APPEARS HERE][GRAPHIC APPEARS HERE]Available Beds in Inventory Facility     Location     Ownership     Bed Count Great Plains Correctional Facility    OK Owned 1,940 D. Ray James Correctional Facility    GA Owned 1,900 Flightline Correctional Facility    TX Owned 1,800 Big Spring Correctional Facility    TX Owned 1,732 Rivers Correctional Facility    NC Owned 1,450 Cheyenne Mountain Reentry Center    CO Owned 750 Other Facilities    Multiple Owned ~800

TOTAL    10,372

[GRAPHIC APPEARS HERE]Financial Overview

Financial Highlights ➣ 2022E Revenue of $2.35 Billion ➣ 2022E Adjusted EBITDA of $515 Million - $530 Million➣ 2022E AFFO Per Share of $2.40 - $2.46 ➣ 2022E Net Income Attributable to GEO of $158 Million - $166 Million Q2 2022 Q2 2021 YTD 2022 YTD 2021 Net Operating Income (NOI) $180,575 $164,650 $350,685 $316,960 Net Income Attributable to GEO $53,727 $41,959 $91,946 $92,504 Adjusted Funds From Operations $84,175 $85,490 $162,234 $163,494 (AFFO) AFFO Per Diluted Share $0.69 $0.71 $1.33 $1.36 18 * Reconciliation of Non-GAAP measures included in GEO’s 2Q22 Earnings Release & Supplemental

Revenues by Segment GEO Care 24% 66%U.S. Secure Services 10% International * Based on FY 2021 results 19

Diversified Long-Term, High-Quality Customer Relationships Revenues By Customer (FY2021) Various Others 8% Federal South Africa Non-Residential 14% Government 1% ICE 25% 50% Tex as 1% Virginia 1% Bureau of Prisons Georgia 9% 1% New Jersey U.S. Marshals 1% 16% Oklahoma 2% New Mexico Australia 2% Indiana Arizona 8% Florida 2% 4% 5% Long-term relationships with top customers – 30+ Years with Federal Gov’t

Non-Residential includes ICE Alternatives to Detention and other federal, state and local contracts 20

FY2022 Guidance Net Income Attributable to GEO $158 Million - $166 Million Depreciation and Amortization $136 Million - (Gain)/Loss on Real Estate ($2.8 Million) - Facility Maintenance Capex ($24 Million) Non-Cash Stock Based Compensation $16.5 Million Non-Cash Interest Expense $8.5 Million AFFO $292.2 Million - $300.2 Million Net Interest Expense $145 Million - $147 Million - Non-Cash Interest Expense ($8.5 Million) Facility Maintenance Capex $24 Million Income Taxes (including income tax provision on equity in earnings of affiliates) $63.3 Million - $67.3 Million Adjusted EBITDA $515 Million - $530 Million Net Income Attributable to GEO Per Diluted Share $1.30 – $1.36 Adjusted Net Income Per Diluted Share $1.28 - $1.34 AFFO Per Diluted Share $2.40 - $2.46 Weighted Average Common Shares Outstanding - Diluted 121.7 Million CAPEX Growth $43 Million - $47 Million Technology $44 Million - $46 Million Facility Maintenance $24 Million Capital Expenditures $111 Million - $117 Million Total Debt, Net $1.98 Billion – $2.00 Billion 21 Total Leverage, Net 3.78 – 3.83

Capital Allocation Debt Reduction Since the beginning of 2020, GEO reduced net recourse debt by ~$375 million Over the next two years, GEO expects to reduce net recourse debt by at least $200 million to $250 million annually. Based on this level of debt reduction, GEO’s goal would be to decrease net leverage to below 3.5 times by the end of 2023 and to below 3 times by the end of 2024. Transactions – Debt Maturities Successfully completed transactions to comprehensively address the substantial majority of outstanding debt maturities. Post closing of transaction, GEO redeemed $126 million in remaining 2023 Senior Notes Significantly reduced total recourse debt due before 2026 to approximately $170 million and staggered GEO’s debt maturities over a longer period of time through 2028. Asset Sales Over the last two years, GEO completed sales involving facility assets, business segment contracts, and land, totaling approximately $70 million in proceeds. Expect to explore additional asset sales to meet goal of $100 million to $150 million in proceeds. 22

Debt Maturity Overview Debt Maturity Schedule (Pre

• Transaction) 2000 $1,718 $225 1500 $758 1000 735 500 $580 0 $259 2022 2023 2024 2025 2026 2027 2028 Unsecured Notes Revolver Term Loan Debt Maturity Schedule (Post - Transaction) $2,000 $1,500 $1,000 $500 $1,094 $75 $246 $526 $147 $23 $341 $-2022 2023 2024 2025 2026 2027 2028 Remaining Unsecured Notes Stub Revolver Remaining Term Loan Exchange Term Loans 2L Facility Note: Excludes finance leases and scheduled amortization Note: Redemption of 2023 unsecured notes will occur on October 6, 2022. GEO deposited full redemption amount with the Trustee

Debt Maturity Overview $2,000 $1,800 $1,718 $1,600 $1,400 $1,200 $1,094 $1,000 $800 $580 $600 $526 $400 $341 $259 $246 $200 $- 2023 2024 2025 2026 2027 2028 Pre - Transaction Post - Transaction Note: Excludes finance leases and scheduled amortization Note: Redemption of 2023 unsecured notes will occur on October 6, 2022. GEO deposited full redemption amount with the Trustee

Environmental, Social & Governance (ESG) Overview 25

High Quality Government Contracts All Investment Grade Customers Required by Law to Pay on Time: 45-60 days No Receivables Problems Payment Schedule: Monthly Billing Majority of Contracts Include Fixed Monthly Payments Company-Wide Occupancy Averages in the mid-90s Contract Terms: Average Length of 7-10 Years Customer Retention: In Excess of 90% 26

Commitment to ESG and Corporate Social Responsibility GEO’s ESG Aspirations To implement best practices that follow recognized global Human Rights standards and respect the basic human rights of all individuals in our care. To be a leading provider of enhanced in-custody rehabilitation programs and post-release support services through our award-winning GEO Continuum of Care ®.

To maintain and manage quality facilities that provide a safe and humane environment, deliver high quality medical care, and adhere to independent accreditation standards. To provide development opportunities to our workforce and to instill an organization culture rooted in diversity. Inclusion, and respect. To advance environmental sustainability in the construction and operation of our facility by investing in energy conservation measures and following independent Green Building certification standards. 27

Commitment to ESG and Corporate Social Responsibility Human Rights Focused We recognize the significant role that respect for human rights plays in our operations in the United States and around the world. In 2013, GEO adopted a Global Human Rights Policy Consistent with the United Nations Declaration on Human Rights. In December 2021, GEO created a new Board committee focused on criminal justice rehabilitation and human rights. In an effort to continue building upon GEO’s commitment to human rights, the Company is continuing to work with various stakeholders to take steps to improve disclosures addressing the Company’s commitment to human rights. In 2022, GEO is conducting an assessment of Human Rights Potential Risks, which are salient to the Company’s stakeholders. Following this assessment, GEO expects to review its Global Human Rights Policy, and corresponding implementation, including its employee training program. 28

Commitment to ESG and Corporate Social Responsibility World Class Healthcare Disclosures in our Human Rights and ESG Report demonstrate the high quality of medical services provided across GEO’s Secure Services facilities in the U.S. Our facilities are highly rated by leading Correctional and Health Care accreditation entities, including: The American Correctional Association The Nation Commission of Correctional Health Care The Joint Commission

GEO SECURE SERVICES ANNUAL MEDICAL STATISTICS* Intake Health Screenings Physical Exams Chronic Care Visits Off-Site Consultations Sick Calls Dental Visits Mental Health Visits 2020 81,578 59,124 89,517 11,960 269,741 55,842 115,977 *Data presented for facilities where GEO (or GEO’s subcontractor) provides health services.

2019 165,602 108,346 98,988 21,641 290,994 88,347 172,251 29

Commitment to ESG and Corporate Social Responsibility Environmentally Responsible Environmental Sustainability Policy Statement disclosed in ESG Report. GEO provides disclosures on energy consumption statistics, water usage metrics, and Greenhouse Gas (GHG) Scope 1 and Scope 2 Emissions and Intensity Ratios. LED lighting and water conservation upgrades totaling $10 million expected to be completed in 2022. Bi-Polar Ionization units being installed at the Mesa Verde Processing Center 30

Commitment to ESG and Corporate Social Responsibility Employee Diversity and Development We are proud to be a diversified employer. Women comprise an equal portion of our domestic workforce and play a significant role in our leadership and management. Across our organization, under-represented minorities account for 66% of our U.S. workforce. We have a robust training program for staff at all levels of the organization. In 2021, our U.S. Secure Services division completed approximately 1.9 million staff training hours WOMEN EMPLOYEES IN THE U.S. MINORITY EMPLOYEES IN THE U.S. 31

GEO Continuum of Care®: Rehabilitator of Lives

GEO Continuum of Care® focuses on integrating in-custody evidence-based rehabilitation with post-release services aimed at reducing recidivism. GEO Continuum of Care 2021 Milestones: Completed approximately 2.8 million hours of rehabilitation programming Awarded approximately 2,100 GEDs and high school equivalency degrees Awarded over 6,800 vocational training certifications Awarded approximately 5,500 substance abuse treatment completions Achieved over 38,000 behavioral program completions and more than 33,000 individual cognitive behavioral sessions Provided Post-Release support services to more than 4,500 individuals with over 800 attaining employment. 32

COVID-19 Sensitive/Responsive As the COVID-19 pandemic has impacted communities across the United States, ensuring the health and safety of our employees and all those in our care has always been our number one priority. GEO’s COVID-19 mitigation initiatives have included: Testing

We invested $2M to acquire 45 Abbott Rapid COVID-19 ID Now devices and testing kits. As of August 2022, we had administered over 275,000 COVID-19 tests at our U.S. Secure Services facilities. Bi-Polar Ionization We invested $3.7M in Bi-Polar Ionization Air Purification systems at select U.S. Secure Services facilities to reduce the spread of airborne bacteria and viruses. Facemasks and Personal Hygiene Products We have provided continued access to facemasks and personal hygiene products, and we are ensuring the daily availability of bars of soap or soap dispensers at each sink for hand washing. Social Distancing We have implemented social distancing pursuant to directives from our government agency partners. Vaccination We are working closely with our government partners and State and Local Health Departments to coordinate vaccination efforts. As of August 2022, we had administered approximately 75,000 vaccinations in our U.S. Secure Services facilities. Additional information on our COVID-19 response can be found at www.geogroup.com/COVID19 33

Highly Regulated / Professional Services Lengthy Written Contracts Specifying all Service Requirements On-Site, Full-Time Customer Contract Monitors at Facilities in the U.S. Full-time GEO Compliance Monitors at Facilities in the U.S. American Correctional Association Accreditation with Scores in Excess of 99% National Commission on Correctional Health Care and/or Joint Commission Accreditation

GEO has Independent Contract Compliance Division Reporting Directly to the CEO 34

Appendix 35

Income Statement Q2 2022 Q2 2021 YTD 2022 YTD 2021

(unaudited) (unaudited) (unaudited) (unaudited) Revenues $588,177 $ 565,419 $ 1,139,362 $ 1,141,796 Operating expenses 411,791 405,009 796,952 833,160 Depreciation and amortization 32,016 33,306 67,954 67,423 General and administrative expenses 49,296 54,68897,856 103,167 Operating income 95,074 72,416 176,600 138,046 Interest income 5,562 5,985 11,190 12,187 Interest expense (33,225)(32,053) (64,846) (63,897)

Gain on extinguishment of debt —1,654—4,693 Net gain/(loss) on dispositions of assets 3,680(2,950)3,05310,379 Income before income taxes and equity in earnings of affiliates 71,091 45,052 125,997 101,408

Provision for income taxes 18,8985,063 36,860 12,999 Equity in earnings of affiliates, net of income tax provision 1,480 1,942 2,715 4,007 Net income 53,67341,931 91,852 92,416 Less: Net loss attributable to noncontrolling interests 54289488 Basic 121,119 120,426 120,918 120,225 Diluted ** 121,881 120,470 121,650 120,431 Basic: Net income per share — basic $ 0.37 $ 0.29 $ 0.63 $ 0.71 Diluted: Net income per share — diluted $ 0.37 $ 0.29 $ 0.63 $ 0.70 * All figures in ‘000s, except per share data ** In accordance with U.S. GAAP, diluted earnings per share attributable to GEO available to common stockholders is calculated under the if-converted method or the two-class method, whichever calculation results in the lowest diluted earnings per share amount, which may be lower than Adjusted Net Income Per Diluted Share. 36

Balance Sheet As of As of June 30, 2022 December 31, 2021 (unaudited) (unaudited) ASSETS Cash and cash equivalents $587,861 $506,491 Restricted cash and cash equivalents 21,13420,161 Accounts receivable, less allowance for doubtful accounts 371,851365,573 Contract receivable, current portion 7,2466,507 Prepaid expenses and other current assets 35,32145,176 Total current assets $1,023,413 $943,908 Restricted Cash and Investments 81,39276,158 Property and Equipment, Net 2,007,6362,037,845 Contract Receivable 344,151367,071 Operating Lease Right-of-Use Assets, Net 105,972112,187 Assets Held for Sale 2,5707,877 Intangible Assets, Net (including goodwill) 910,181921,349 Other Non-Current Assets 80,00871,013 Total Assets $4,555,323 $4,537,408 Accounts payable $79,569 $64,073 Accrued payroll and related taxes 66,95667,210 Accrued expenses and other current liabilities 196,916200,712 Operating lease liabilities, current portion 28,12528,279 Current portion of finance lease obligations, long-term debt, and non-recourse debt 17,63918,568 Total current liabilities $389,205 $378,842 Deferred Income Tax Liabilities 80,76880,768 Other Non-Current Liabilities 77,93687,073 Operating Lease Liabilities 83,52289,917 Finance Lease Liabilities 1,6321,977 Long-Term Debt 2,574,0612,625,959 Non-Recourse Debt 278,367297,856 Total Shareholders’ Equity 1,069,832975,016 Total Liabilities and Shareholders’ Equity $4,555,323 $4,537,408 * all figures in ‘000s 37