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Document and Entity Information - USD ($)	3 Months Ended
Document and Entity Information - USD ($)	Apr. 03, 2011	May 05, 2011	Jul. 02, 2010
Document and Entity Information [Abstract]
Entity Registrant Name	GEO GROUP INC
Entity Central Index Key	0000923796
Document Type	10-Q
Trading Symbol	GEO
Document Period End Date	Apr. 03, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--01-01
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 990,316,029
Entity Common Stock, Shares Outstanding		64,877,769

Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 03, 2011	Apr. 04, 2010
Consolidated Statements of Income (Unaudited) [Abstract]
Revenues	$ 391,766	$ 287,542
Operating expenses	299,286	226,332
Depreciation and amortization	18,802	9,238
General and administrative expenses	32,788	17,448
Operating income	40,890	34,524
Interest income	1,569	1,229
Interest expense	(16,961)	(7,814)
Income before income taxes and equity in earnings of affiliate	25,498	27,939
Provision for income taxes	9,780	10,821
Equity in earnings of affiliate, net of income tax provision of $1,024 and $786	662	590
Net Income	16,380	17,708
Net (income) loss attributable to noncontrolling interests	410	(36)
Net income attributable to The GEO Group, Inc.	$ 16,790	$ 17,672
Weighted average common shares outstanding:
Basic	64,291	50,711
Diluted	64,731	51,640
Income per Common Share Attributable to The GEO Group, Inc. - Basic	$ 0.26	$ 0.35
Income per Common Share Attributable to The GEO Group, Inc. - Diluted	$ 0.26	$ 0.34
Comprehensive income:
Net Income	$ 16,380	$ 17,708
Total other comprehensive income, net of tax	305	184
Total comprehensive income	16,685	17,892
Comprehensive (income) loss attributable to noncontrolling interests	417	(55)
Comprehensive income attributable to The GEO Group, Inc.	$ 17,102	$ 17,837

Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Apr. 03, 2011

Jan. 02, 2011

Current Assets

Cash and cash equivalents

$ 85,894

$ 39,664

Restricted cash and investments (including VIEs of $30,608 and $34,049, respectively)

^[1]

37,593

41,150

Accounts receivable, less allowance for doubtful accounts of $1,605 and $1,308

278,654

275,778

Deferred income tax asset, net

47,983

32,126

Prepaid expenses and other current assets

31,897

36,377

Total current assets

482,021

425,095

Restricted Cash and Investments (including VIEs of $30,540 and $33,266, respectively)

49,974

49,492

Property and Equipment, Net (including VIEs of $166,073 and $167,209, respectively)

1,568,517

1,511,292

Assets Held for Sale

10,269

9,970

Direct Finance Lease Receivable

36,758

37,544

Deferred Income Tax Assets, Net

936

Goodwill

527,118

244,009

Intangible Assets, Net

210,598

87,813

Other Non-Current Assets

69,944

56,648

Total Assets

2,956,135

2,422,799

Current Liabilities

Accounts payable

80,158

73,880

Accrued payroll and related taxes

48,834

33,361

Accrued expenses

117,446

120,670

Current portion of capital lease obligations, long-term debt and non-recourse debt (including VIEs of $19,570 and $19,365, respectively)

50,047

41,574

Total current liabilities

296,485

269,485

Deferred Income Tax Liabilities

107,370

63,546

Other Non-Current Liabilities

61,905

46,862

Capital Lease Obligations

13,888

13,686

Long-Term Debt

1,236,241

798,336

Non-Recourse Debt (including VIEs of $126,320 and $132,078, respectively)

$ 184,867

$ 191,394

Commitments and Contingencies (Note 12)

Shareholders' Equity

Preferred stock, $0.01 par value, 30,000,000 shares authorized, none issued or outstanding

$ 0

Common stock, $0.01 par value, 90,000,000 shares authorized, 84,948,682 and 84,506,772 issued and 64,874,369 and 64,432,459 outstanding, respectively

849

845

Additional paid-in capital

721,701

718,489

Retained earnings

445,335

428,545

Accumulated other comprehensive income

10,383

10,071

Treasury stock 20,074,313 shares

(139,049)

Total shareholders' equity attributable to The GEO Group, Inc.

1,039,219

1,018,901

Noncontrolling interests

16,160

20,589

Total shareholders' equity

1,055,379

1,039,490

Total Liabilities and Shareholders' Equity

$ 2,956,135

$ 2,422,799

[1]	Variable Interest Entity or "VIEs"

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)

Apr. 03, 2011

Jan. 02, 2011

Current Assets

Restricted cash and investments, current

^[1]

$ 37,593,000

$ 41,150,000

Allowance for doubtful accounts

1,605,000

1,308,000

Noncurrent Assets

Restricted cash and investments, noncurrent

49,974,000

49,492,000

Property and equipment

1,568,517,000

1,511,292,000

Current Liabilities

Non-Recourse debt, current

50,047,000

41,574,000

Liabilities, Noncurrent [Abstract]

Non-Recourse debt, noncurrent

184,867,000

191,394,000

Shareholders' Equity

Preferred stock, par value

$ 0.01

Preferred stock, shares authorized

30,000,000

Preferred stock, shares issued

Preferred stock, shares outstanding

Common stock, par value

$ 0.01

Common stock, shares authorized

90,000,000

Common stock, shares issued

84,948,682

84,506,772

Treasury stock, shares

20,074,313

Variable Interest Entity, Primary Beneficiary

Current Assets

Restricted cash and investments, current

^[1]

$ 30,608,000

$ 34,049,000

Noncurrent Assets

Restricted cash and investments, noncurrent

30,540,000

33,266,000

Property and equipment

166,073,000

167,209,000

Current Liabilities

Non-Recourse debt, current

19,570,000

19,365,000

Liabilities, Noncurrent [Abstract]

Non-Recourse debt, noncurrent

$ 126,320,000

$ 132,078,000

[1]	Variable Interest Entity or "VIEs"

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Apr. 03, 2011	Apr. 04, 2010
Cash Flow from Operating Activities:
Net Income	$ 16,380	$ 17,708
Net (income) loss attributable to noncontrolling interests	410	(36)
Net income attributable to The GEO Group, Inc.	16,790	17,672
Adjustments to reconcile net income attributable to The GEO Group, Inc. to net cash provided by operating activities:
Depreciation and amortization expense	18,802	9,238
Amortization of debt issuance costs and discount	226	1,272
Restricted stock expense	738	816
Stock option plan expense	1,323	376
Provision for doubtful accounts	407	0
Equity in earnings of affiliates, net of tax	(662)	(590)
Income tax benefit of equity compensation	(172)	(112)
Loss on sale of property and equipment	132	0
Dividends received from unconsolidated joint venture	5,402	3,909
Changes in assets and liabilities, net of acquisition:
Changes in accounts receivable, prepaid expenses and other assets	29,142	21,465
Changes in accounts payable, accrued expenses and other liabilities	(3,051)	10,688
Net cash provided by operating activities	69,077	64,734
Cash Flow from Investing Activities:
Acquisition, cash consideration, net of cash acquired	(409,607)	0
Just Care purchase price adjustment	0	(41)
Proceeds from sale of property and equipment	250	100
Change in restricted cash	3,199	(2,257)
Capital expenditures	(38,696)	(15,737)
Net cash used in investing activities	(444,854)	(17,935)
Cash Flow from Financing Activities:
Payments on long-term debt	(21,666)	(12,799)
Proceeds from long-term debt	461,000	15,000
Distribution to MCF partners	(4,012)	0
Payments for purchase of treasury shares	0	(53,845)
Proceeds from the exercise of stock options	983	1,138
Income tax benefit of equity compensation	172	112
Debt issuance costs	(9,277)	0
Net cash provided by (used in) financing activities	427,200	(50,394)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(5,193)	15
Net Increase in Cash and Cash Equivalents	46,230	(3,580)
Cash and Cash Equivalents, beginning of period	39,664	33,856
Cash and Cash Equivalents, end of period	85,894	30,276
Non-cash Investing and Financing activities:
Capital expenditures in accounts payable and accrued expenses	$ 21,834	$ 8,412

Basis of Presentation	3 Months Ended
Basis of Presentation	Apr. 03, 2011
Basis of Presentation [Abstract]
BASIS OF PRESENTATION	1. BASIS OF PRESENTATION The unaudited consolidated financial statements of The GEO Group, Inc., a Florida corporation, and subsidiaries (the “Company”, or “GEO”), included in this Quarterly Report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States and the instructions to Form 10-Q and consequently do not include all disclosures required by Form 10-K. Additional information may be obtained by referring to the Company’s Annual Report on Form 10-K for the year ended January 2, 2011. In the opinion of management, all adjustments (consisting only of normal recurring items) necessary for a fair presentation of the financial information for the interim periods reported in this Quarterly Report on Form 10-Q have been made. Results of operations for the thirteen weeks ended April 3, 2011 are not necessarily indicative of the results for the entire fiscal year ending January 1, 2012. The GEO Group, Inc. is a leading provider of government-outsourced services specializing in the management of correctional, detention, mental health, residential treatment and re-entry facilities, and the provision of community based services and youth services in the United States, Australia, South Africa, the United Kingdom and Canada. The Company operates a broad range of correctional and detention facilities including maximum, medium and minimum security prisons, immigration detention centers, minimum security detention centers, mental health, residential treatment and community based re-entry facilities. The Company offers counseling, education and/or treatment to inmates with alcohol and drug abuse problems at most of the domestic facilities it manages. The Company, through its acquisition of BII Holding Corporation (“BI Holding”), is also a provider of innovative compliance technologies, industry-leading monitoring services, and evidence-based supervision and treatment programs for community-based parolees, probationers and pretrial defendants. Additionally, BI Holding has an exclusive contract with U.S. Immigration and Customs Enforcement (“ICE”) to provide supervision and reporting services designed to improve the participation of non-detained aliens in the immigration court system. The Company develops new facilities based on contract awards, using its project development expertise and experience to design, construct and finance what it believes are state-of-the-art facilities that maximize security and efficiency. The Company also provides secure transportation services for offender and detainee populations as contracted. On August 12, 2010, the Company acquired Cornell Companies Inc., (“Cornell”) and on February 10, 2011, the Company completed its acquisition of BI Holding. As of April 3, 2011, the Company’s worldwide operations included the management and/or ownership of approximately 80,000 beds at 116 correctional, detention and residential treatment facilities, including projects under development, and also included the provision of monitoring services, tracking more than 60,000 offenders on behalf of approximately 900 federal, state and local correctional agencies located in all 50 states. Refer to Note 2. Except as discussed in Note 15, the accounting policies followed for quarterly financial reporting are the same as those disclosed in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2011 for the fiscal year ended January 2, 2011. During the thirteen weeks ended April 3, 2011 the Company implemented ASU No. 2009-13 which provides amendments to revenue recognition criteria for separating consideration in multiple element arrangements. The amendments, among other things, establish the selling price of a deliverable, replace the term fair value with selling price and eliminate the residual method such that consideration can be allocated to the deliverables using the relative selling price method based on GEO’s specific assumptions. As discussed in Note 2, the Company is still in the process of reviewing the accounting policies of BI to ensure conformity of such accounting policies to those of the Company. At this time, the Company is not aware of any differences in accounting policies that would have a material impact on the consolidated financial statements as of April 3, 2011. Reclassifications The Company’s noncontrolling interest in South Africa Custodial Custodial Management Pty. Limited (“SACM”) has been reclassified from operating expenses to noncontrolling interest in the consolidated statements of income for the thirteen weeks ended April 4, 2010, as this item has become more significant due to the noncontrolling interest in Municipal Correctional Finance, L.P. (“MCF”) acquired from Cornell. Also, as a result of the acquisition of Cornell, management’s review of certain segment financial data was revised with regard to the Bronx Community Re-entry Center and the Brooklyn Community Re-entry Center. These facilities now report within the GEO Care segment and are no longer included within the U.S. Detention & Corrections segment. All prior year amounts have been conformed to the current year presentation. Discontinued operations The termination of any of the Company’s management contracts, by expiration or otherwise, may result in the classification of the operating results of such management contract, net of taxes, as a discontinued operation. The Company reflects such events as discontinued operations so long as the financial results can be clearly identified, the operations and cash flows are completely eliminated from ongoing operations, and so long as the Company does not have any significant continuing involvement in the operations of the component after the disposal or termination transaction. The component unit for which cash flows are considered to be completely eliminated exists at the customer level. Historically, the Company has classified operations as discontinued in the period they are announced as normally all continuing cash flows cease within three to six months of that date.

Business Combinations

3 Months Ended

Apr. 03, 2011

Business Combinations [Abstract]

BUSINESS COMBINATIONS

2. BUSINESS COMBINATIONS

Acquisition of BII Holding

On February 10, 2011, the Company completed its acquisition of B.I. Incorporated (“BI”), a Colorado corporation, pursuant to an Agreement and Plan of Merger, dated as of December 21, 2010 (the “Merger Agreement”), among GEO, BII Holding, a Delaware corporation, which owns BI, GEO Acquisition IV, Inc., a Delaware corporation and wholly-owned subsidiary of GEO (“Merger Sub”), BII Investors IF LP, in its capacity as the stockholders’ representative, and AEA Investors 2006 Fund L.P (the “BI Acquisition”). Under the terms of the Merger Agreement, Merger Sub merged with and into BII Holding, with BII Holding emerging as the surviving corporation of the merger. As a result of the BI Acquisition, the Company paid merger consideration of $409.6 million in cash, net of cash acquired of $9.7 million, excluding transaction related expenses and subject to certain adjustments, for 100% of BI’s outstanding common stock. Under the Merger Agreement, $12.5 million of the merger consideration was placed in an escrow account for a one-year period to satisfy any applicable indemnification claims pursuant to the terms of the Merger Agreement by GEO, the Merger Sub or its affiliates. At the time of the BI Acquisition, approximately $78.4 million, including accrued interest, was outstanding under BI’s senior term loan and $107.5 million, including accrued interest. was outstanding under its senior subordinated note purchase agreement, excluding the unamortized debt discount. All indebtedness of BI under its senior term loan and senior subordinated note purchase agreement were repaid by BI with a portion of the $409.6 million of merger consideration. In connection with the BI Acquisition and included in general and administrative expenses, the Company incurred $3.9 million in non-recurring transaction costs for the thirteen weeks ended April 3, 2011.

The Company is identified as the acquiring company for US GAAP accounting purposes and believes its acquisition of BI provides it with the ability to offer turn-key solutions to its customers in managing the full lifecycle of an offender from arraignment to reintegration into the community, which the Company refers to as the corrections lifecycle. Under the acquisition method of accounting, the purchase price for BI was allocated to BI’s net tangible and intangible assets based on their estimated fair values as of February 10, 2011, the date of closing and the date that the Company obtained control over BI. In order to determine the fair values of certain tangible and intangible assets acquired, the Company has 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 preliminary allocation of the purchase price is based on the best information available and is provisional pending, among other things: (i) final agreement of the adjustment to the purchase price based upon the level of net working capital, and the fair value of certain components thereof, transferred at closing; (ii) the valuation of the fair values and useful lives of property and equipment acquired; (iii) finalization of the valuations and useful lives for intangible assets for customer relationships, non-compete agreements, technology and patents; (iv) income taxes; and (v) certain contingent liabilities. During the measurement period (which is not to exceed one year from the acquisition date), additional assets or liabilities may be recognized if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The preliminary purchase price allocation may be adjusted after obtaining additional information regarding, among other things, asset valuations, liabilities assumed and revisions of previous estimates. The Company does not believe that any of the goodwill recorded as a result of the BI Acquisition will be deductible for federal income tax purposes. The Company is still in the process of reviewing the accounting policies of BI to ensure conformity of such accounting policies to those of the Company. At this time, the Company is not aware of any differences in accounting policies that would have a material impact on the consolidated financial statements as of April 3, 2011. The preliminary purchase price consideration of $409.6 million, net of cash acquired of $9.7 million, excluding transaction related expenses and subject to certain adjustments, was allocated to the assets acquired and liabilities assumed, based on management’s estimates at the time of this Quarterly Report, as follows (in ‘000’s):


	Preliminary
	Purchase Price
	Allocation
Accounts receivable	$	18,321
Prepaid and other current assets		3,783
Deferred income tax assets		15,970
Property and equipment		22,359
Intangible assets		126,900
Other long-term assets		8,884

Total assets acquired		196,217

Accounts payable		(3,977	)
Accrued expenses		(8,461	)
Deferred income tax liabilities		(43,824	)
Long-term debt		(2,014	)
Other long-term liabilities		(11,431	)

Total liabilities assumed		(69,707	)

Total identifiable net assets		126,510
Goodwill		283,097

Total cash consideration	$	409,607

The Company has included revenue and earnings, excluding intercompany transactions, of approximately $17.8 million and $0.5 million, respectively, in its consolidated statement of income for thirteen weeks ended April 3, 2011 for BI activity since February 10, 2011, the date of acquisition.

Acquisition of Cornell Companies, Inc.

On August 12, 2010, the Company completed its acquisition of Cornell pursuant to a definitive merger agreement entered into on April 18, 2010, and amended on July 22, 2010, among the Company, GEO Acquisition III, Inc., and Cornell. Under the terms of the merger agreement, the Company acquired 100% of the outstanding common stock of Cornell for aggregate consideration of $618.3 million. The current allocation of the purchase price is subject to change within the measurement period (up to one year from the acquisition date) if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The primary areas that are not yet finalized relate to the calculation of certain tax assets and liabilities. Measurement period adjustments that the Company determines to be material will be applied retrospectively to the period of acquisition.

The Company has retrospectively adjusted provisional amounts with respect to the Cornell 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. Such adjustments resulted in a net decrease of $0.9 million in goodwill, an increase to accounts receivable of $0.2 million, a decrease to prepaid and other current assets of $0.3 million and a decrease to accrued expenses of $1.0 million. The purchase price allocation as of April 3, 2011 is as follows (in ’000’s):


	Acquisition Date						Adjusted Acquisition
	Estimated Fair Value as of			Measurement Period			Date Estimated Fair
	January 2, 2011			Adjustments			Value as of April 3, 2011
Accounts receivable	$	55,142			294		$	55,436
Prepaid and other current assets		13,314			(333	)		12,981
Deferred income tax assets		21,273			—			21,273
Restricted assets		44,096			—			44,096
Property and equipment		462,771			—			462,771
Intangible assets		75,800			—			75,800
Out of market lease assets		472			—			472
Other long-term assets		7,510			—			7,510

Total assets acquired		680,378			(39	)		680,339


Accounts payable and accrued expenses		(56,918	)		977			(55,941	)
Fair value of non-recourse debt		(120,943	)		—			(120,943	)
Out of market lease liabilities		(24,071	)		—			(24,071	)
Deferred income tax liabilities		(42,771	)		—			(42,771	)
Other long-term liabilities		(1,368	)		—			(1,368	)

Total liabilities assumed		(246,071	)		977			(245,094	)

Total identifiable net assets		434,307			938			435,245
Goodwill		204,724			(938	)		203,786

Fair value of Cornell’s net assets		639,031			—			639,031
Noncontrolling interest		(20,700	)		—			(20,700	)

Total consideration for Cornell, net of cash acquired	$	618,331		$	—		$	618,331

Pro forma financial information

The pro forma financial statement information set forth in the table below is provided for informational purposes only and presents comparative revenue and earnings for the Company as if the acquisitions of BI and Cornell and the financing of these transactions had occurred on January 4, 2010, which is the beginning of the first period presented. The pro forma information provided below is compiled from the financial statements of the combined companies and includes pro forma adjustments for: (i) estimated changes in depreciation expense, interest expense, amortization expense, (ii) adjustments to eliminate intercompany transactions, (iii) adjustments to remove $5.9 million in non-recurring charges directly related to these acquisitions that were included in the combined Companies’ financial results and (iv) the income tax impact of the adjustments. For the purposes of the table and disclosure below, earnings is the same as net income attributable to The GEO Group, Inc. shareholders (in thousands):


	Thirteen Weeks Ended
	April 3 , 2011		April 4 , 2010
Pro forma revenues	$	405,357	$	412,991
Pro forma net income attributable to The GEO Group, Inc. shareholders	$	20,061	$	20,103

Equity Incentive Plans

3 Months Ended

Apr. 03, 2011

Equity Incentive Plans [Abstract]

EQUITY INCENTIVE PLANS

4. EQUITY INCENTIVE PLANS

The Company had awards outstanding under four equity compensation plans at April 3, 2011: The Wackenhut Corrections Corporation 1994 Stock Option Plan (the “1994 Plan”); the 1995 Non-Employee Director Stock Option Plan (the “1995 Plan”); the Wackenhut Corrections Corporation 1999 Stock Option Plan (the “1999 Plan”); and The GEO Group, Inc. 2006 Stock Incentive Plan (the “2006 Plan” and, together with the 1994 Plan, the 1995 Plan and the 1999 Plan, the “Company Plans”).

On August 12, 2010, the Company’s Board of Directors adopted and its shareholders approved an amendment to the 2006 Plan to increase the number of shares of common stock subject to awards under the 2006 Plan by 2,000,000 shares from 2,400,000 to 4,400,000 shares of common stock. On February 16, 2011, the Company’s Board of Directors approved Amendment No. 1 to the 2006 Plan to provide that of the 2,000,000 additional shares of Common Stock that were authorized to be issued pursuant to awards granted under the 2006 Plan, up to 1,083,000 of such shares may be issued in connection with awards, other than stock options and stock appreciation rights, that are settled in common stock. The 2006 Plan, as amended, specifies that up to 2,166,000 of such total shares pursuant to awards granted under the plan may constitute awards other than stock options and stock appreciation rights, including shares of restricted stock. As of April 3, 2011, under the 2006 Plan, the Company had 1,445,350 shares of common stock available for issuance pursuant to future awards that may be granted under the plan of which up to 1,216,196 shares were available for the issuance of awards other than stock options. See “Restricted Stock” below for further discussion.

Stock Options

A summary of the activity of stock option awards issued and outstanding under Company Plans is presented below.


	April 3, 2011
				Wtd. Avg.		Wtd. Avg.		Aggregate
				Exercise		Remaining		Intrinsic
Fiscal Year	Shares			Price		Contractual Term		Value
	(in thousands)							(in thousands)
Options outstanding at January 2, 2011		1,401		$	15.01		5.84	$	13,517
Options granted		503			24.61
Options exercised		(72	)		13.67
Options forfeited/canceled/expired		(11	)		22.17

Options outstanding at April 3, 2011		1,821			17.67		6.76	$	15,531

Options exercisable at April 3, 2011		1,134			14.64		5.25	$	13,107

The Company uses a Black-Scholes option valuation model to estimate the fair value of each option awarded. During the thirteen weeks ended April 3, 2011, the Company’s Board of Directors approved the issuance of 477,500 stock option awards to employees of the Company and 25,000 stock option awards to the Company’s directors. These awards vested 20% on the date of grant and will vest in 20% increments annually through 2015. The fair value of each option awarded was as $9.72. For the thirteen weeks ended April 3, 2011 and April 4, 2010, the amount of stock-based compensation expense related to stock options was $1.3 million and $0.4 million, respectively. As of April 3, 2011, the Company had $4.8 million of unrecognized compensation costs related to non-vested stock option awards that are expected to be recognized over a weighted average period of 3.4 years.

Restricted Stock

Shares of restricted stock become unrestricted shares of common stock upon vesting on a one-for-one basis. The cost of these awards is determined using the fair value of the Company’s common stock on the date of the grant and compensation expense is recognized over the vesting period. The shares of restricted stock granted under the 2006 Plan vest in equal 25% increments on each of the four anniversary dates immediately following the date of grant. A summary of the activity of restricted stock outstanding is as follows:


			Wtd. Avg.
			Grant Date
	Shares		Fair Value
Restricted stock outstanding at January 2, 2011		160,530	$	21.12
Granted		370,010		24.59
Vested		—
Forfeited/canceled		—

Restricted stock outstanding at April 3, 2011		530,540	$	23.54

During the thirteen weeks ended April 3, 2011, the Company’s Board of Directors approved awards for 165,010 shares of restricted stock to its senior employees and directors. Of these restricted stock awards, 49,010 of these shares vest over three years while the remaining 116,000 vest over four years. In addition, the Company’s Board of Directors approved the award of 205,000 performance based shares to the Company’s Chief Executive Officer and Senior Vice Presidents which will vest over a 3-year period. These performance based shares will be forfeited if the Company does not achieve certain targeted revenue in its fiscal year ended January 1, 2012. The aggregate fair value of these awards, based on the closing price of the Company’s common stock on the grant date, was $9.1 million. During the thirteen weeks ended April 3, 2011 and April 4, 2010, the Company recognized $0.7 million and $0.8 million, respectively, of compensation expense related to its outstanding shares of restricted stock. As of April 3, 2011, the Company had $10.0 million of unrecognized compensation expense that is expected to be recognized over a weighted average period of 3.0 years.

Goodwill and Other Intangible Assets, Net

3 Months Ended

Apr. 03, 2011

Goodwill and Other Intangible Assets, Net [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

7. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

The Company has retrospectively adjusted a portion of its goodwill with respect to the Cornell acquisition to reflect changes in the provisional amounts recognized at January 2, 2011 based on 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. Refer to Note 2. Such adjustments resulted in a net decrease of $0.9 million in goodwill which is reflected in the balance below as of January 2, 2011. Changes in the Company’s goodwill balances for the thirteen weeks ended April 3, 2011 were as follows (in thousands):


					Foreign
					currency
	January 2, 2011		Acquisitions		translation		April 3, 2011
U.S. Detention & Corrections	$	175,990	$	—	$	—	$	175,990
GEO Care		67,257		283,097		—		350,354
International Services		762		—		12		774

Total Goodwill	$	244,009	$	283,097	$	12	$	527,118

On February 10, 2011, the Company acquired BI and recorded goodwill representing the strategic benefits of the Acquisition including the combined Company’s increased scale and the diversification of service offerings. Goodwill resulting from business combinations includes the excess of the Company’s purchase price over net assets of BI acquired of $283.1 million.

Intangible assets consisted of the following (in thousands):


	Useful Life		U.S. Detention &			International
	in Years		Corrections			Services			GEO Care			Total
Finite-lived intangible assets:
Management contracts		1-17	$	49,850		$	2,754		$	41,300		$	93,904
Covenants not to compete		1-4		4,349			—			2,821			7,170

Gross carrying value of January 2, 2011				54,199			2,754			44,121			101,074

Changes to gross carrying value during the thirteen weeks ended April 3, 2011:
Finite-lived intangible assets:
Management contracts — BI Acquisition		11-14		—			—			61,600			61,600
Covenants not to compete — BI Acquisition		2		—			—			1,400			1,400
Technology — BI Acquisition		7		—			—			21,800			21,800
Foreign currency translation				—			(28	)		—			(28	)
Indefinite-lived intangible assets:
Trade names — BI Acquisition	Indefinite			—						42,100			42,100

Gross carrying value as of April 3, 2011				54,199			2,726			171,021			227,946
Accumulated amortization expense				(11,640	)		(359	)		(5,349	)		(17,348	)

Net carrying value at April 3, 2011			$	42,559		$	2,367		$	165,672		$	210,598

On February 10, 2011, the Company acquired BI and recorded identifiable intangible assets related to management contracts, existing technology, non-compete agreements for certain former BI executives and for the trade name associated with BI’s business which is now part of the Company’s GEO Care reportable segment. The weighted average amortization period in total for these acquired intangible assets is 10.9 years and for the acquired management contracts is 12.4 years. As of April 3, 2011, the weighted average period before the next contract renewal or extension for the intangible assets acquired from BI was approximately 1.2 years.

Accumulated amortization expense for the Company’s finite-lived intangible assets in total and by asset class is as follows (in thousands):


	U.S. Detention &		International
	Corrections		Services		GEO Care		Total
Management contracts	$	10,567	$	359	$	3,757	$	14,683
Technology		—		—		441		441
Covenants not to compete		1,073		—		1,151		2,224

Total accumulated amortization expense	$	11,640	$	359	$	5,349	$	17,348

Amortization expense was $4.1 million and $0.6 million for the thirteen weeks ended April 3, 2011 and April 4, 2010, respectively and primarily related to the amortization of intangible assets for acquired management contracts. As of April 3, 2011, the weighted average period before the next contract renewal or extension for all of the Company’s facility management contracts was approximately 1.3 years. Although the facility management contracts acquired have renewal and extension terms in the near term, the Company has historically maintained these relationships beyond the contractual periods.

Estimated amortization expense related to the Company’s finite-lived intangible assets for the remainder of fiscal year 2011 through fiscal year 2015 and thereafter is as follows (in thousands):


	U.S. Detention &		International
	Corrections —		Services —		GEO Care —
	Expense		Expense		Expense		Total Expense
Fiscal Year	Amortization		Amortization		Amortization		Amortization
Remainder of 2011	$	4,289	$	112	$	10,307	$	14,708
2012		4,894		149		13,025		18,068
2013		3,556		149		11,451		15,156
2014		3,556		149		11,236		14,941
2015		3,556		149		11,205		14,910
Thereafter		22,708		1,659		66,348		90,715

	$	42,559	$	2,367	$	123,572	$	168,498

The table above includes the estimated amortization of the finite-lived intangible assets acquired from BI on February 10, 2011. As discussed in Note 2, the preliminary allocation of the purchase price is based on the best information available and is provisional pending, among other things, the finalization of the valuation of intangible assets, including the estimated useful lives of the finite-lived intangible assets. The finalization of fair value assessments relative to the finite-lived intangible assets may have an impact on the Company’s estimated future amortization expense.

Variable Interest Entities	3 Months Ended
Variable Interest Entities	Apr. 03, 2011
Variable Interest Entities [Abstract]
VARIABLE INTEREST ENTITIES	10. VARIABLE INTEREST ENTITIES The Company evaluates its joint ventures and other entities in which it has a variable interest (a “VIE”), generally in the form of investments, loans, guarantees, or equity in order to determine if it has a controlling financial interest and is required to consolidate the entity as a result. The reporting entity with a variable interest that provides the entity with a controlling financial interest in the VIE will have both of the following characteristics: (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company consolidates South Texas Local Development Corporation (“STLDC”), a VIE. STLDC was created to finance construction for the development of a 1,904-bed facility in Frio County, Texas. STLDC, the owner of the complex, issued $49.5 million in taxable revenue bonds and has an operating agreement with the Company, which provides the Company with the sole and exclusive right to operate and manage the detention center. The operating agreement and bond indenture require the revenue from the contract to be used to fund the periodic debt service requirements as they become due. The net revenues, if any, after various expenses such as trustee fees, property taxes and insurance premiums are distributed to the Company to cover operating expenses and management fees. The Company is responsible for the entire operations of the facility including the payment of all operating expenses whether or not there are sufficient revenues. The bonds have a ten-year term and are non-recourse to the Company. At the end of the ten-year term of the bonds, title and ownership of the facility transfers from STLDC to the Company. See Note 11. As a result of the acquisition of Cornell in August 2010, the Company assumed the variable interest in MCF of which it is the primary beneficiary and consolidates the entity as a result. MCF was created in August 2001 as a special limited partnership for the purpose of acquiring, owning, leasing and operating low to medium security adult and juvenile correction and treatment facilities. At its inception, MCF purchased assets representing eleven facilities from Cornell and leased those assets back to Cornell under a Master Lease Agreement (the “Lease”). These assets were purchased from Cornell using proceeds from the 8.47% Revenue Bonds due 2016, which are limited non-recourse obligations of MCF and collateralized by the bond reserves, assignment of subleases and substantially all assets related to the eleven facilities. Under the terms of the Lease with Cornell, assumed by the Company, the Company will lease the assets for the remainder of the 20-year base term, which ends in 2021, and has options at its sole discretion to renew the Lease for up to approximately 25 additional years. MCF’s sole source of revenue is from the Company and as such the Company has the power to direct the activities of the VIE that most significantly impact its performance. The Company’s risk is generally limited to the rental obligations under the operating leases. This entity is included in the accompanying consolidated financial statements and all intercompany transactions are eliminated in consolidation. The Company does not consolidate its 50% owned South African joint venture in South African Custodial Services Pty. Limited (“SACS”), a VIE. SACS joint venture investors are GEO and Kensani Holdings, Pty. Ltd; each partner owns a 50% share. The Company has determined it is not the primary beneficiary of SACS since it does not have the power to direct the activities of SACS that most significantly impact its performance. As such, this entity is reported as an equity affiliate. SACS was established in 2001 and was subsequently awarded a 25-year contract to design, finance and build the Kutama Sinthumule Correctional Centre in Louis Trichardt, South Africa. To fund the construction of the prison, SACS obtained long-term financing from its equity partners and lenders, the repayment of which is fully guaranteed by the South African government, except in the event of default, in which case the government guarantee is reduced to 80%. The Company’s maximum exposure for loss under this contract is limited to its investment in the joint venture of $8.5 million at April 3, 2011 and its guarantees related to SACS discussed in Note 11. The Company does not consolidate its 50% owned joint venture in the United Kingdom. In February 2011, The GEO Group Limited, the Company’s wholly-owned subsidiary in the United Kingdom (“GEO UK”), executed a Shareholders Agreement (the “Shareholders Agreement”) with Amey Community Limited (“Amey”), GEO Amey PECS Limited (“GEOAmey”) and Amey UK PLC (“Amey Guarantor”) to form a private company limited by shares incorporated in England and Wales. GEOAmey was formed by GEO UK and Amey for the purpose of performing prisoner escort and related custody services in the United Kingdom and Wales. In order to form this private company, GEOAmey issued share capital of £100 divided into 100 shares of £1 each and allocated 50/50 to GEO UK and Amey. GEO UK and Amey each have three directors appointed to the Board of Directors and neither party has the power to direct the activities that most significantly impact the performance of GEOAmey. Both parties guarantee the availability of working capital in equal proportion to ensure that GEOAmey can comply with future contractual commitments related to the performance of its operations. As of April 3, 2011, GEOAmey had not incurred any operating costs and as such, there was no impact to the Company’s consolidated financial statements as of and for the thirteen weeks ended April 3, 2011. The Company expects that GEOAmey will commence operations in August 2011.

Debt

3 Months Ended

Apr. 03, 2011

Debt [Abstract]

DEBT

11. DEBT

Senior Credit Facility

On August 4, 2010, the Company terminated its Third Amended and Restated Credit Agreement (“Prior Senior Credit Agreement”) and entered into a new Credit Agreement (the “Senior Credit Facility”), by and among GEO, as Borrower, BNP Paribas, as Administrative Agent, and the lenders who are, or may from time to time become, a party thereto. On February 8, 2011, the Company entered into Amendment No. 1 (“Amendment No. 1”), to the Senior Credit Facility. Amendment No. 1, among other things amended certain definitions and covenants relating to the total leverage ratios and the senior secured leverage ratios set forth in the Senior Credit Facility. This amendment increased the Company’s borrowing capacity by $250.0 million. As of April 3, 2011, the Senior Credit Facility, as amended, was comprised of: (i) a $150.0 million Term Loan A due August 2015 (“Term Loan A”), bearing interest at LIBOR plus 2.25%, (ii) a $150.0 million Term Loan A-2 due August 2015 (“Term Loan A-2”), bearing interest at LIBOR plus 2.75%, (iii) a $200.0 million Term Loan B due August 2016 (“Term Loan B”) bearing interest at LIBOR plus 3.25% with a LIBOR floor of 1.50%, and (iv) a $500.0 million Revolving Credit Facility due August 2015 (“Revolver”) bearing interest at LIBOR plus 2.25%.

Incremental borrowings of $150.0 million under the Company’s amended Senior Credit Facility along with proceeds from the Company’s $300.0 million offering of the 6.625% Senior Notes were used to finance the acquisition of BI. As of April 3, 2011, the Company had $493.5 million in aggregate borrowings outstanding, net of discount, under the Term Loan A, Term Loan A-2 and Term Loan B, $210.0 million in borrowings under the Revolver, approximately $70.4 million in letters of credit and $219.6 million in additional borrowing capacity under the Revolver. In connection with these borrowings, the Company recorded $9.3 million of deferred financing fees included in Other Non-Current Assets in the accompanying consolidated balance sheet as of April 3, 2011. The weighted average interest rate on outstanding borrowings under the Senior Credit Facility, as amended, as of April 3, 2011 was 3.3%.

Indebtedness under the Revolver, the Term Loan A and the Term Loan A-2 bears interest based on the Total Leverage Ratio as of the most recent determination date, as defined, in each of the instances below at the stated rate:


		Interest Rate under the Revolver,
		Term Loan A and Term Loan A-2
LIBOR borrowings		LIBOR plus 2.00% to 3.00%.
Base rate borrowings		Prime Rate plus 1.00% to 2.00%.
Letters of credit		2.00% to 3.00%.
Unused Revolver		0.375% to 0.50%.

The Senior Credit Facility contains certain customary representations and warranties, and certain customary covenants that restrict the Company’s ability to, among other things as permitted (i) create, incur or assume indebtedness, (ii) create, incur, assume or permit liens, (iii) make loans and investments, (iv) engage in mergers, acquisitions and asset sales, (v) make restricted payments, (vi) issue, sell or otherwise dispose of capital stock, (vii) engage in transactions with affiliates, (viii) allow the total leverage ratio or senior secured leverage ratio to exceed certain maximum ratios or allow the interest coverage ratio to be less than a certain ratio, (ix) cancel, forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value any senior notes, (x) alter the business the Company conducts, and (xi) materially impair the Company’s lenders’ security interests in the collateral for its loans.

The Company must not exceed the following Total Leverage Ratios, as computed at the end of each fiscal quarter for the immediately preceding four quarter-period:


	Total Leverage Ratio —
Period	Maximum Ratio
Through and including the last day of the fiscal year 2011		5.25 to 1.00
First day of fiscal year 2012 through and including the last day of fiscal year 2012		5.00 to 1.00
First day of fiscal year 2013 through and including the last day of fiscal year 2013		4.75 to 1.00
Thereafter		4.25 to 1.00

The Senior Credit Facility also does not permit the Company to exceed the following Senior Secured Leverage Ratios, as computed at the end of each fiscal quarter for the immediately preceding four quarter-period:


	Senior Secured Leverage Ratio —
Period	Maximum Ratio
Through and including the last day of the second quarter of the fiscal year 2012		3.25 to 1.00
First day of the third quarter of fiscal year 2012 through and including the last day of the second quarter of the fiscal year 2013		3.00 to 1.00
Thereafter		2.75 to 1.00

Additionally, there is an Interest Coverage Ratio under which the lender will not permit a ratio of less than 3.00 to 1.00 relative to (a) Adjusted EBITDA for any period of four consecutive fiscal quarters to (b) Interest Expense, less that attributable to non-recourse debt of unrestricted subsidiaries.

Events of default under the Senior Credit Facility include, but are not limited to, (i) the Company’s failure to pay principal or interest when due, (ii) the Company’s material breach of any representations or warranty, (iii) covenant defaults, (iv) liquidation, reorganization or other relief relating to bankruptcy or insolvency, (v) cross default under certain other material indebtedness, (vi) unsatisfied final judgments over a specified threshold, (vii) material environmental liability claims which have been asserted against the Company, and (viii) a change in control. All of the obligations under the Senior Credit Facility are unconditionally guaranteed by certain of the Company’s subsidiaries and secured by substantially all of the Company’s present and future tangible and intangible assets and all present and future tangible and intangible assets of each guarantor, including but not limited to (i) a first-priority pledge of substantially all of the outstanding capital stock owned by the Company and each guarantor, and (ii) perfected first-priority security interests in substantially all of the Company’s, and each guarantors, present and future tangible and intangible assets and the present and future tangible and intangible assets of each guarantor. The Company’s failure to comply with any of the covenants under its Senior Credit Facility could cause an event of default under such documents and result in an acceleration of all outstanding senior secured indebtedness. The Company believes it was in compliance with all of the covenants of the Senior Credit Facility as of April 3, 2011.

6.625% Senior Notes

On February 10, 2011, the Company completed a private offering of $300.0 million in aggregate principal amount of 6.625% senior unsecured notes due 2021. These senior unsecured notes pay interest semi-annually in cash in arrears on February 15 and August 15, beginning on August 15, 2011. The Company realized net proceeds of $293.3 million at the close of the transaction and used the net proceeds of the offering, together with borrowings of $150.0 million under the Senior Credit Facility, to finance the BI Acquisition. The remaining net proceeds from the offering were used for general corporate purposes.

The 6.625% Senior Notes are guaranteed by certain subsidiaries and are unsecured, senior obligations of the Company and these obligations rank as follows: pari passu with any unsecured, senior indebtedness of the Company and the guarantors, including the 7³/4% Senior Notes; senior to any future indebtedness of the Company and the guarantors that is expressly subordinated to the 6.625% Senior Notes and the guarantees; effectively junior to any secured indebtedness of the Company and the guarantors, including indebtedness under its Senior Credit Facility, to the extent of the value of the assets securing such indebtedness; and structurally junior to all obligations of the Company’s subsidiaries that are not guarantors.

On or after February 15, 2016, the Company may, at its option, redeem all or part of the 6.625% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and liquidated damages, if any, on the 6.625% Senior Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on February 15 of the years indicated below:


Year	Percentage
2016		103.3125	%
2017		102.2083	%
2018		101.1042	%
2019 and thereafter		100.0000	%

Before February 15, 2016, the Company may redeem some or all of the 6.625% Senior Notes at a redemption price equal to 100% of the principal amount of each note to be redeemed plus a “make whole” premium, together with accrued and unpaid interest and liquidated damages, if any, to the date of redemption. In addition, at any time before February 15, 2014, the Company may redeem up to 35% of the aggregate principal amount of the 6.625% Senior Notes with the net cash proceeds from specified equity offerings at a redemption price equal to 106.625% of the principal amount of each note to be redeemed, plus accrued and unpaid interest and liquidated damages, if any, to the date of redemption.

The indenture governing the notes contains certain covenants, including limitations and restrictions on the Company and its restricted subsidiaries’ ability to: incur additional indebtedness or issue preferred stock; make dividend payments or other restricted payments; create liens; sell assets; enter into transactions with affiliates; and enter into mergers, consolidations or sales of all or substantially all of the Company’s assets. As of the date of the indenture, all of the Company’s subsidiaries, other than certain dormant domestic and other subsidiaries and all foreign subsidiaries in existence on the date of the indenture, were restricted subsidiaries. The Company’s failure to comply with certain of the covenants under the indenture governing the 6.625% Notes could cause an event of default of any indebtedness and result in an acceleration of such indebtedness. In addition, there is a cross-default provision which becomes enforceable upon failure of payment of indebtedness at final maturity. The Company’s unrestricted subsidiaries will not be subject to any of the restrictive covenants in the indenture. The Company believes it was in compliance with all of the covenants of the Indenture governing the 6.625% Senior Notes as of April 3, 2011.

7³/4% Senior Notes

On October 20, 2009, the Company completed a private offering of $250.0 million in aggregate principal amount of its 7³/4% Senior Notes due 2017 (“7³/4% Senior Notes”). These senior unsecured notes pay interest semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on April 15, 2010. The Company realized net proceeds of $246.4 million at the close of the transaction, net of the discount on the notes of $3.6 million. The Company used the net proceeds of the offering to fund the repurchase of all of its 8¹/4% Senior Notes due 2013 and pay down part of the Revolving Credit Facility under our Prior Senior Credit Agreement.

The 7³/4% Senior Notes are guaranteed by certain subsidiaries and are unsecured, senior obligations of GEO and these obligations rank as follows: pari passu with any unsecured, senior indebtedness of GEO and the guarantors, including the 6.625% Senior Notes; senior to any future indebtedness of GEO and the guarantors that is expressly subordinated to the notes and the guarantees; effectively junior to any secured indebtedness of GEO and the guarantors, including indebtedness under the Company’s Senior Credit Facility, to the extent of the value of the assets securing such indebtedness; and effectively junior to all obligations of the Company’s subsidiaries that are not guarantors.

On or after October 15, 2013, the Company may, at its option, redeem all or a part of the 7³/4% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and liquidated damages, if any, on the 7³/4% Senior Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on October 15 of the years indicated below:


Year	Percentage
2013		103.875	%
2014		101.938	%
2015 and thereafter		100.000	%

Before October 15, 2013, the Company may redeem some or all of the 7³/4% Senior Notes at a redemption price equal to 100% of the principal amount of each note to be redeemed plus a make-whole premium together with accrued and unpaid interest and liquidated damages, if any. In addition, at any time on or prior to October 15, 2012, the Company may redeem up to 35% of the notes with the net cash proceeds from specified equity offerings at a redemption price equal to 107.750% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest and liquidated damages, if any, to the date of redemption.

The indenture governing the notes contains certain covenants, including limitations and restrictions on the Company and its restricted subsidiaries’ ability to: incur additional indebtedness or issue preferred stock; make dividend payments or other restricted payments; create liens; sell assets; enter into transactions with affiliates; and enter into mergers, consolidations, or sales of all or substantially all of our assets. As of the date of the indenture, all of the Company’s subsidiaries, other than certain dormant and other domestic subsidiaries and all foreign subsidiaries in existence on the date of the indenture, were restricted subsidiaries. The Company’s unrestricted subsidiaries will not be subject to any of the restrictive covenants in the indenture. The Company’s failure to comply with certain of the covenants under the indenture governing the 7³/4% Senior Notes could cause an event of default of any indebtedness and result in an acceleration of such indebtedness. In addition, there is a cross-default provision which becomes enforceable upon failure of payment of indebtedness at final maturity. The Company believes it was in compliance with all of the covenants of the Indenture governing the 7³/4% Senior Notes as of April 3, 2011.

Non-Recourse Debt

South Texas Detention Complex

The Company has a debt service requirement related to the development of the South Texas Detention Complex, a 1,904-bed detention complex in Frio County, Texas acquired in November 2005 from Correctional Services Corporation (“CSC”). CSC was awarded the contract in February 2004 by the Department of Homeland Security, U.S. Immigration and Customs Enforcement (“ICE”) for development and operation of the detention center. In order to finance the construction of the complex, STLDC was created and issued $49.5 million in taxable revenue bonds. These bonds mature in February 2016 and have fixed coupon rates between 4.63% and 5.07%. Additionally, the Company is owed $5.0 million in the form of subordinated notes by STLDC which represents the principal amount of financing provided to STLDC by CSC for initial development.

The Company has an operating agreement with STLDC, the owner of the complex, which provides it with the sole and exclusive right to operate and manage the detention center. The operating agreement and bond indenture require the revenue from the contract with ICE to be used to fund the periodic debt service requirements as they become due. The net revenues, if any, after various expenses such as trustee fees, property taxes and insurance premiums are distributed to the Company to cover operating expenses and management fees. The Company is responsible for the entire operations of the facility including the payment of all operating expenses whether or not there are sufficient revenues. STLDC has no liabilities resulting from its ownership. The bonds have a ten-year term and are non-recourse to the Company and STLDC. The bonds are fully insured and the sole source of payment for the bonds is the operating revenues of the center. At the end of the ten-year term of the bonds, title and ownership of the facility transfers from STLDC to the Company. The Company has determined that it is the primary beneficiary of STLDC and consolidates the entity as a result. The carrying value of the facility as of April 3, 2011 and January 2, 2011 was $26.9 million and $27.0 million, respectively, and is included in property and equipment in the accompanying balance sheets.

On February 1, 2011, STLDC made a payment from its restricted cash account of $4.8 million for the current portion of its periodic debt service requirement in relation to the STLDC operating agreement and bond indenture. As of April 3, 2011, the remaining balance of the debt service requirement under the STLDC financing agreement is $27.3 million, of which $5.0 million is due within the next twelve months. Also, as of April 3, 2011, included in current restricted cash and non-current restricted cash is $6.3 million and $5.6 million, respectively, of funds held in trust with respect to the STLDC for debt service and other reserves.

Northwest Detention Center

On June 30, 2003, CSC arranged financing for the construction of the Northwest Detention Center in Tacoma, Washington, referred to as the Northwest Detention Center, which was completed and opened for operation in April 2004. The Company began to operate this facility following its acquisition in November 2005. In connection with the original financing, CSC of Tacoma LLC, a wholly-owned subsidiary of CSC, issued a $57.0 million note payable to the Washington Economic Development Finance Authority, referred to as WEDFA, an instrumentality of the State of Washington, which issued revenue bonds and subsequently loaned the proceeds of the bond issuance back to CSC for the purposes of constructing the Northwest Detention Center. The bonds are non-recourse to the Company and the loan from WEDFA to CSC is also non-recourse to the Company. These bonds mature in February 2014 and have fixed coupon rates between 3.80% and 4.10%.

The proceeds of the loan were disbursed into escrow accounts held in trust to be used to pay the issuance costs for the revenue bonds, to construct the Northwest Detention Center and to establish debt service and other reserves. No payments were made during the thirteen weeks ended April 3, 2011. As of April 3, 2011, the remaining balance of the debt service requirement is $25.7 million, of which $6.1 million is classified as current in the accompanying balance sheet.

As of April 3, 2011, included in current restricted cash and non-current restricted cash is $7.0 million and $3.8 million, respectively, of funds held in trust with respect to the Northwest Detention Center for debt service and other reserves.

MCF

MCF, one of the Company’s consolidated variable interest entities, is obligated for the outstanding balance of the 8.47% Revenue Bonds. The bonds bear interest at a rate of 8.47% per annum and are payable in semi-annual installments of interest and annual installments of principal. All unpaid principal and accrued interest on the bonds is due on the earlier of August 1, 2016 (maturity) or as noted under the bond documents. The bonds are limited, nonrecourse obligations of MCF and are collateralized by the property and equipment, bond reserves, assignment of subleases and substantially all assets related to the facilities owned by MCF. The bonds are not guaranteed by the Company or its subsidiaries. As of both April 3, 2011 and January 2, 2011, the aggregate principal amount of these bonds was $108.3 million and is included in Non-recourse debt on the accompanying consolidated balance sheet, net of the current portion of $14.6 million.

The 8.47% Revenue Bond indenture provides for the establishment and maintenance by MCF for the benefit of the trustee under the indenture of a debt service reserve fund. As of April 3, 2011, the debt service reserve fund has a balance of $23.8 million. The debt service reserve fund is available to the trustee to pay debt service on the 8.47% Revenue Bonds when needed, and to pay final debt service on the 8.47% Revenue Bonds. If MCF is in default in its obligation under the 8.47% Revenue Bonds indenture, the trustee may declare the principal outstanding and accrued interest immediately due and payable. MCF has the right to cure a default of non-payment obligations. The 8.47% Revenue Bonds are subject to extraordinary mandatory redemption in certain instances upon casualty or condemnation. The 8.47% Revenue Bonds may be redeemed at the option of MCF prior to their final scheduled payment dates at par plus accrued interest plus a make-whole premium.

Australia

The Company’s wholly-owned Australian subsidiary financed the development of a facility and subsequent expansion in 2003 with long-term debt obligations. These obligations are non-recourse to the Company and total $45.6 million and $46.3 million at April 3, 2011 and January 2, 2011, respectively. The term of the non-recourse debt is through 2017 and it bears interest at a variable rate quoted by certain Australian banks plus 140 basis points. Any obligations or liabilities of the subsidiary are matched by a similar or corresponding commitment from the government of the State of Victoria. As a condition of the loan, the Company is required to maintain a restricted cash balance of AUD 5.0 million, which, at April 3, 2011, was $5.2 million. This amount is included in restricted cash and the annual maturities of the future debt obligation are included in non-recourse debt.

Guarantees

In connection with the creation of SACS, the Company entered into certain guarantees related to the financing, construction and operation of the prison. The Company guaranteed certain obligations of SACS under its debt agreements up to a maximum amount of 60.0 million South African Rand, or $9.0 million, to SACS’ senior lenders through the issuance of letters of credit. Additionally, SACS is required to fund a restricted account for the payment of certain costs in the event of contract termination. The Company has guaranteed the payment of 60% of amounts which may be payable by SACS into the restricted account and provided a standby letter of credit of 8.4 million South African Rand, or $1.3 million, as security for its guarantee. The Company’s obligations under this guarantee expire upon SACS’ release from its obligations in respect to the restricted account under its debt agreements. No amounts have been drawn against these letters of credit, which are included as part of the value of Company’s outstanding letters of credit under its Revolver.

The Company has agreed to provide a loan, of up to 20.0 million South African Rand, or $3.0 million, referred to as the Standby Facility, to SACS for the purpose of financing SACS’ obligations under its contract with the South African government. No amounts have been funded under the Standby Facility, and the Company does not currently anticipate that such funding will be required by SACS in the future. The Company’s obligations under the Standby Facility expire upon the earlier of full funding or SACS’s release from its obligations under its debt agreements. The lenders’ ability to draw on the Standby Facility is limited to certain circumstances, including termination of the contract.

The Company has also guaranteed certain obligations of SACS to the security trustee for SACS’ lenders. The Company secured its guarantee to the security trustee by ceding its rights to claims against SACS in respect of any loans or other finance agreements, and by pledging the Company’s shares in SACS. The Company’s liability under the guarantee is limited to the cession and pledge of shares. The guarantee expires upon expiration of the cession and pledge agreements.

In connection with a design, build, finance and maintenance contract for a facility in Canada, the Company guaranteed certain potential tax obligations of a not-for-profit entity. The potential estimated exposure of these obligations is Canadian Dollar (“CAD”) 2.5 million, or $2.6 million, commencing in 2017. The Company has a liability of $1.8 million and $1.8 million related to this exposure as April 3, 2011 and January 2, 2011, respectively. To secure this guarantee, the Company purchased Canadian dollar denominated securities with maturities matched to the estimated tax obligations in 2017 to 2021. The Company has recorded an asset and a liability equal to the current fair market value of those securities on its consolidated balance sheet. The Company does not currently operate or manage this facility.

At April 3, 2011, the Company also had eight letters of guarantee outstanding under separate international facilities relating to performance guarantees of its Australian subsidiary totaling $10.0 million. Except as discussed above, the Company does not have any off balance sheet arrangements.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Apr. 03, 2011
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	12. COMMITMENTS AND CONTINGENCIES *Litigation, Claims and Assessments* In June 2004, the Company received notice of a third-party claim for property damage incurred during 2001 and 2002 at several detention facilities formerly operated by its Australian subsidiary. The claim relates to property damage caused by detainees at the detention facilities. The notice was given by the Australian government’s insurance provider and did not specify the amount of damages being sought. In August 2007, a lawsuit (Commonwealth of Australia v. Australasian Correctional Services PTY, Limited No. SC 656) was filed against the Company in the Supreme Court of the Australian Capital Territory seeking damages of up to approximately AUD 18 million, as of April 3, 2011, or $18.7 million, plus interest. The Company believes that it has several defenses to the allegations underlying the litigation and the amounts sought and intends to vigorously defend its rights with respect to this matter. The Company has established a reserve based on its estimate of the most probable loss based on the facts and circumstances known to date and the advice of legal counsel in connection with this matter. Although the outcome of this matter cannot be predicted with certainty, based on information known to date and the Company’s preliminary review of the claim and related reserve for loss, the Company believes that, if settled unfavorably, this matter could have a material adverse effect on its financial condition, results of operations or cash flows. The Company is uninsured for any damages or costs that it may incur as a result of this claim, including the expenses of defending the claim. During the fourth fiscal quarter of 2009, the Internal Revenue Service (“IRS”) completed its examination of the Company’s U.S. federal income tax returns for the years 2002 through 2005. Following the examination, the IRS notified the Company’s management that it proposed to disallow a deduction that the Company realized during the 2005 tax year. In December of 2010, the Company reached an agreement with the office of the IRS Appeals on the amount of the deduction, subject to the review by the Joint Committee on Taxation. The review was completed without change on April 18, 2011, subsequent to the end of the First Quarter. As a result of the review, there was no change to our tax accrual related to this matter. The Company’s South Africa joint venture had been in discussions with the South African Revenue Service (“SARS”) with respect to the deductibility of certain expenses for the tax periods 2002 through 2004. The joint venture operates the Kutama Sinthumule Correctional Centre and accepted inmates from the South African Department of Correctional Services in 2002. During 2009, SARS notified the Company that it proposed to disallow these deductions. The Company appealed these proposed disallowed deductions with SARS and in October 2010 received a favorable Tax Court ruling relative to these deductions. On March 9, 2011, SARS filed a notice that it would appeal the lower court’s ruling. The Company continues to believe in the merits of its position and will defend its rights vigorously as the case proceeds to the Court of Appeals. If resolved unfavorably, the Company’s maximum exposure would be $2.6 million. The Company is a participant in the IRS Compliance Assurance Process (“CAP”) for the 2011 fiscal year. Under the IRS CAP principally transactions that meet certain materiality thresholds are reviewed on a real-time basis shortly after their completion. Additionally, all transactions that are part of certain IRS tier and similar initiatives are audited regardless of their materiality. The program also provides for the audit of transition years that have not previously been audited. The IRS will be reviewing the Company’s 2009 and 2010 years as transition years. During the First Quarter following its acquisition, BI received notice from the IRS that it will audit its 2008 tax year. The audit is currently in progress. The nature of the Company’s business exposes it to various types of claims or litigation against the Company, including, but not limited to, civil rights claims relating to conditions of confinement and/or mistreatment, sexual misconduct claims brought by prisoners or detainees, medical malpractice claims, claims relating to employment matters (including, but not limited to, employment discrimination claims, union grievances and wage and hour claims), property loss claims, environmental claims, automobile liability claims, indemnification claims by its customers and other third parties, contractual claims and claims for personal injury or other damages resulting from contact with the Company’s facilities, programs, personnel or prisoners, including damages arising from a prisoner’s escape or from a disturbance or riot at a facility. Except as otherwise disclosed above, the Company does not expect the outcome of any pending claims or legal proceedings to have a material adverse effect on its financial condition, results of operations or cash flows. *Construction Commitments* The Company is currently developing a number of projects using company financing. The Company’s management estimates that these existing capital projects will cost approximately $281.0 million, of which $87.6 million was spent through the first quarter of 2011. The Company estimates the remaining capital requirements related to these capital projects to be approximately $193.4 million, which will be spent through fiscal years 2011 and 2012. Capital expenditures related to facility maintenance costs are expected to range between $20.0 million and $25.0 million for fiscal year 2011. In addition to these current estimated capital requirements for 2011 and 2012, the Company is currently in the process of bidding on, or evaluating potential bids for the design, construction and management of a number of new projects. In the event that the Company wins bids for these projects and decides to self-finance their construction, its capital requirements in 2011 could materially increase. *Contract Terminations* Effective February 28, 2011, the Company’s contract for the management of the 424-bed North Texas ISF, located in Fort Worth, Texas, terminated. Effective April 30, 2011, the Company’s contract for the management of the 970-bed Regional Correctional Center, located in Albuquerque, New Mexico, terminated. Effective May 29, 2011, the Company’s subsidiary in the United Kingdom will no longer manage the 215-bed Campsfield House Immigration Removal Centre in Kidlington, England.

Business Segment and Geographic Information

3 Months Ended

Apr. 03, 2011

Business Segment and Geographic Information [Abstract]

BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

13. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

Operating and Reporting Segments

The Company conducts its business through four reportable business segments: the U.S. Detention & Corrections segment; the International Services segment; the GEO Care segment; and the Facility Construction & Design segment. The Company has identified these four reportable segments to reflect the current view that the Company operates four distinct business lines, each of which constitutes a material part of its overall business. The U.S. Detention & Corrections segment primarily encompasses U.S.-based privatized corrections and detention business. The International Services segment primarily consists of privatized corrections and detention operations in South Africa, Australia and the United Kingdom. The GEO Care segment, which is operated by the Company’s wholly-owned subsidiary GEO Care, Inc. and conducts its services in the U.S., represents services provided for mental health, residential and non-residential treatment, educational and community based programs, pre-release and halfway house programs, compliance technologies, monitoring services, and evidence-based supervision and treatment programs for community-based parolees, probationers and pretrial defendants. The Facility Construction & Design segment consists of contracts with various state, local and federal agencies for the design and construction of facilities for which the Company has management contracts. As a result of the acquisition of Cornell, management’s review of certain segment financial data was revised with regards to the Bronx Community Re-entry Center and the Brooklyn Community Re-entry Center. These facilities now report within the GEO Care segment and are no longer included with U.S. Detention & Corrections. Disclosures for business segments reflect reclassifications for all periods presented and are as follows (in thousands):


	Thirteen Weeks Ended
	April 3, 2011			April 4, 2010
Revenues:
U.S. Detention & Corrections	$	241,630		$	189,709
International Services		53,128			45,880
GEO Care		96,889			37,502
Facility Construction & Design		119			14,451

Total revenues	$	391,766		$	287,542

Depreciation and amortization:
U.S. Detention & Corrections	$	12,930		$	7,905
International Services		527			435
GEO Care		5,345			898
Facility Construction & Design		—			—

Total depreciation and amortization	$	18,802		$	9,238

Operating income:
U.S. Detention & Corrections	$	55,773		$	44,944
International Services		3,952			1,841
GEO Care		13,850			4,239
Facility Construction & Design		103			948

Operating income from segments		73,678			51,972
General and administrative expenses		(32,788	)		(17,448	)

Total operating income	$	40,890		$	34,524


	April 3, 2011		January 2, 2011
Segment assets:
U.S. Detention & Corrections	$	1,869,843	$	1,855,067
International Services		97,210		103,004
GEO Care		766,676		301,334
Facility Construction & Design		26		26

Total segment assets	$	2,733,755	$	2,259,431

Pre-Tax Income Reconciliation of Segments

The following is a reconciliation of the Company’s total operating income from its reportable segments to the Company’s income before income taxes, equity in earnings of affiliates and discontinued operations, in each case, during the thirteen weeks ended April 3, 2011 and April 4, 2010, respectively (in thousands).


	Thirteen Weeks Ended
	April 3, 2011			April 4, 2010
Total operating income from segments	$	73,678		$	51,972
Unallocated amounts:
General and Administrative Expenses		(32,788	)		(17,448	)
Net interest expense		(15,392	)		(6,585	)

Income before income taxes and equity in earnings of affiliates	$	25,498		$	27,939

Asset Reconciliation of Segments

The following is a reconciliation of the Company’s reportable segment assets to the Company’s total assets as of April 3, 2011 and January 2, 2011, respectively (in thousands).


	April 3, 2011		January 2, 2011
Reportable segment assets	$	2,733,755	$	2,259,431
Cash		85,894		39,664
Deferred income tax		48,919		33,062
Restricted cash and investments		87,567		90,642

Total assets	$	2,956,135	$	2,422,799

Sources of Revenue

The Company derives most of its Detention & Corrections revenue from the management of privatized correctional and detention facilities and also receives revenue from related transportation services. GEO Care derives revenue from the management of residential treatment facilities and community based re-entry facilities and also from its electronic monitoring and evidence-based supervision and treatment services. Facility Construction & Design generates its revenue from the construction and expansion of new and existing correctional, detention and residential treatment facilities. All of the Company’s revenue is generated from external customers (in thousands).


	Thirteen Weeks Ended
	April 3 , 2011		April 4 , 2010
Revenues:
Detention & Corrections	$	294,758	$	235,589
GEO Care		96,889		37,502
Facility Construction & Design		119		14,451

Total revenues	$	391,766	$	287,542

Equity in Earnings of Affiliates

Equity in earnings of affiliates includes the Company’s joint venture in South Africa, SACS. This entity is accounted for under the equity method of accounting and the Company’s investment in SACS is presented as a component of other non-current assets in the accompanying consolidated balance sheets.

A summary of financial data for SACS is as follows (in thousands):


	Thirteen Weeks Ended
	April 3, 2011		April 4, 2010
Statement of Operations Data
Revenues	$	12,171	$	10,761
Operating income		4,760		4,092
Net income		1,323		1,180


	April 3, 2011		January 2, 2011
Balance Sheet Data
Current assets	$	27,815	$	40,624
Non-current assets		49,248		50,613
Current liabilities		3,627		3,552
Non-current liabilities		56,363		60,129
Shareholders’ equity		17,073		27,556

During the thirteen weeks ended April 3, 2011, the Company’s consolidated South African subsidiary, South African Custodial Holdings Pty. Ltd. (“SACH”) received a dividend of $5.4 million from SACS which reduced the Company’s investment in its joint venture. As of April 3, 2011 and January 2, 2011, the Company’s investment in SACS was $8.5 million and $13.8 million, respectively. The investment is included in other non-current assets in the accompanying consolidated balance sheets.

Recent Accounting Standards	3 Months Ended
Recent Accounting Standards	Apr. 03, 2011
Recent Accounting Standards [Abstract]
RECENT ACCOUNTING STANDARDS	15. RECENT ACCOUNTING STANDARDS The Company implemented the following accounting standards in the thirteen weeks ended April 3, 2011: In October 2009, the FASB issued ASU No. 2009-13 which provides amendments to revenue recognition criteria for separating consideration in multiple element arrangements. As a result of these amendments, multiple deliverable arrangements will be separated more frequently than under existing GAAP. The amendments, among other things, establish the selling price of a deliverable, replace the term fair value with selling price and eliminate the residual method such that consideration can be allocated to the deliverables using the relative selling price method based on GEO’s specific assumptions. This amendment also significantly expands the disclosure requirements for multiple element arrangements. This guidance became effective for the Company prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The implementation of this standard in the thirteen weeks ended April 3, 2011 did not have a material impact on the Company’s financial position, results of operations and cash flows. As a result of the BI acquisition, the Company also periodically sells its monitoring equipment and other services together in multiple-element arrangements. In such cases, the Company allocates revenue on the basis of the relative selling price of the delivered and undelivered elements. The selling price for each of the elements is estimated based on the price charged by the Company when the elements are sold on a standalone basis. In December 2010, the FASB issued ASU No. 2010-28 related to goodwill and intangible assets. Under current guidance, testing for goodwill impairment is a two-step test. When a goodwill impairment test is performed, an entity must assess whether the carrying amount of a reporting unit exceeds its fair value (Step 1). If it does, an entity must perform an additional test to determine whether goodwill has been impaired and to calculate the amount of that impairment (Step 2). The objective of ASU No 2010-28 is to address circumstances in which entities have reporting units with zero or negative carrying amounts. The amendments in this guidance modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts to require an entity to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists after considering certain qualitative characteristics, as described in this guidance. This guidance became effective for the Company in fiscal years, and interim periods within those years, beginning after December 15, 2010. The Company currently does not have any reporting units with a zero or negative carrying value. The implementation of this accounting standard did not have a material impact on the Company’s financial position, results of operations and/or cash flows. Also, in December 2010, the FASB issued ASU No. 2010-29 related to financial statement disclosures for business combinations entered into after the beginning of the first annual reporting period beginning on or after December 15, 2010. The amendments in this guidance specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. These amendments also expand the supplemental pro forma disclosures under current guidance for business combinations to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The Company acquired BI during the thirteen weeks ended April 3, 2011 and has implemented this standard, as applicable, to the related business combination disclosures.

Condensed Consolidating Financial Information

3 Months Ended

Apr. 03, 2011

Condensed Consolidating Financial Information [Abstract]

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

17. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

As discussed in Note 11, the Company completed a private offering of $300.0 million aggregate principal amount of 6.625% senior unsecured notes due 2021 (such 6.625% Senior Notes collectively with the 7³/4% Senior Notes issued October 20, 2009, the “Notes”). The Notes are 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 Company’s newly acquired BI subsidiary has been classified in the Condensed Consolidating Financial Information as a guarantor to the Company’s Notes. On February 10, 2011, the 6.625% Senior Notes were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States only to non-U.S. persons in accordance with Regulation S promulgated under the Securities Act. In connection with the sale of the 6.625% Senior Notes, the Company entered into a Registration Rights Agreement with the initial purchasers of the 6.625% Senior Notes party thereto, pursuant to which the Company and its Subsidiary Guarantors (as defined below) agreed to file a registration statement with respect to an offer to exchange the 6.625% Senior Notes for a new issue of substantially identical notes registered under the Securities Act. As of the date these financial statements were issued, the Company had filed a registration statement with respect to this offer to exchange the 6.625% Senior Notes, however the registration statement was not yet effective.

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 “Subsidiary Non-Guarantors”);

	(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 BALANCE SHEET
(dollars in thousands)
(unaudited)


	As of April 3, 2011
					Combined
			Combined		Non-
			Subsidiary		Guarantor
	The GEO Group, Inc.		Guarantors		Subsidiaries		Eliminations			Consolidated
			(Dollars in thousands)
ASSETS
Cash and cash equivalents	$	38,601	$	3,441	$	43,852	$	—		$	85,894
Restricted cash and investments		—		—		37,593		—			37,593
Accounts receivable, less allowance for doubtful accounts		102,510		153,087		23,057		—			278,654
Deferred income tax assets, net		15,191		28,665		4,127		—			47,983
Prepaid expenses and other current assets		5,733		18,527		8,791		(1,154	)		31,897

Total current assets		162,035		203,720		117,420		(1,154	)		482,021

Restricted Cash and Investments		7,253		—		42,721		—			49,974
Property and Equipment, Net		474,807		883,741		209,969		—			1,568,517
Assets Held for Sale		3,083		7,186		—		—			10,269
Direct Finance Lease Receivable		—		—		36,758		—			36,758
Intercompany Receivable		395,287		14,212		1,871		(411,370	)		—
Deferred Income Tax Assets, Net		—		—		936					936
Goodwill		34		526,311		773		—			527,118
Intangible Assets, Net		—		208,231		2,367		—			210,598
Investment in Subsidiaries		1,395,641		—		—		(1,395,641	)		—
Other Non-Current Assets		32,000		68,170		22,812		(53,038	)		69,944

	$	2,470,140	$	1,911,571	$	435,627	$	(1,861,203	)	$	2,956,135


LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	47,736	$	30,199	$	3,377	$	(1,154	)	$	80,158
Accrued payroll and related taxes		20,059		12,836		15,939		—			48,834
Accrued expenses		52,717		41,712		23,017		—			117,446
Current portion of capital lease obligations, long-term debt and non-recourse debt		17,000		1,360		31,687		—			50,047

Total current liabilities		137,512		86,107		74,020		(1,154	)		296,485

Deferred Income Tax Liabilities		15,874		91,476		20		—			107,370
Intercompany Payable		1,871		391,550		17,949		(411,370	)		—
Other Non-Current Liabilities		23,891		39,074		51,978		(53,038	)		61,905
Capital Lease Obligations		—		13,888		—		—			13,888
Long-Term Debt		1,235,613		628		—		—			1,236,241
Non-Recourse Debt		—		—		184,867		—			184,867
Commitments & Contingencies
Total Shareholders’ Equity		1,055,379		1,288,848		106,793		(1,395,641	)		1,055,379

	$	2,470,140	$	1,911,571	$	435,627	$	(1,861,203	)	$	2,956,135

CONDENSED CONSOLIDATING BALANCE SHEET
(dollars in thousands)


	As of January 2, 2011
					Combined
			Combined		Non-
			Subsidiary		Guarantor
	The GEO Group, Inc.		Guarantors		Subsidiaries		Eliminations			Consolidated
			(Dollars in thousands)
ASSETS
Cash and cash equivalents	$	2,614	$	221	$	36,829	$	—		$	39,664
Restricted cash and investments		—		—		41,150		—			41,150
Accounts receivable, less allowance for doubtful accounts		121,749		130,197		23,832		—			275,778
Deferred income tax assets, net		15,191		12,808		4,127		—			32,126
Prepaid expenses and other current assets		12,325		23,222		9,256		(8,426	)		36,377

Total current assets		151,879		166,448		115,194		(8,426	)		425,095

Restricted Cash and Investments		6,168		—		43,324		—			49,492
Property and Equipment, Net		433,219		867,046		211,027		—			1,511,292
Assets Held for Sale		3,083		6,887		—		—			9,970
Direct Finance Lease Receivable		—		—		37,544		—			37,544
Intercompany Receivable		203,703		14,380		1,805		(219,888	)		—
Deferred Income Tax Assets, Net		—				936					936
Goodwill		34		243,213		762		—			244,009
Intangible Assets, Net		—		85,384		2,429		—			87,813
Investment in Subsidiaries		1,184,297		—		—		(1,184,297	)		—
Other Non-Current Assets		24,020		45,820		28,558		(41,750	)		56,648

	$	2,006,403	$	1,429,178	$	441,579	$	(1,454,361	)	$	2,422,799


LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	57,015	$	13,254	$	3,611	$	—		$	73,880
Accrued payroll and related taxes		6,535		10,965		15,861		—			33,361
Accrued expenses		55,081		40,391		33,624		(8,426	)		120,670
Current portion of capital lease obligations, long-term debt and non-recourse debt		9,500		782		31,292		—			41,574

Total current liabilities		128,131		65,392		84,388		(8,426	)		269,485

Deferred Income Tax Liabilities		15,874		47,652		20		—			63,546
Intercompany Payable		1,805		199,994		18,089		(219,888	)		—
Other Non-Current Liabilities		22,767		25,839		40,006		(41,750	)		46,862
Capital Lease Obligations		—		13,686		—		—			13,686
Long-Term Debt		798,336		—		—		—			798,336
Non-Recourse Debt		—		—		191,394		—			191,394
Commitments & Contingencies
Total Shareholders’ Equity		1,039,490		1,076,615		107,682		(1,184,297	)		1,039,490

	$	2,006,403	$	1,429,178	$	441,579	$	(1,454,361	)	$	2,422,799

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(dollars in thousands)
(unaudited)


	For the Thirteen Weeks Ended April 3, 2011
				Combined			Combined
				Subsidiary			Non-Guarantor
	The GEO Group, Inc.			Guarantors			Subsidiaries			Eliminations			Consolidated

Revenues	$	143,391		$	211,226		$	55,501		$	(18,352	)	$	391,766
Operating expenses		131,874			143,703			42,061			(18,352	)		299,286
Depreciation and amortization		4,256			12,690			1,856			—			18,802
General and administrative expenses		11,465			16,886			4,437			—			32,788

Operating income (loss)		(4,204	)		37,947			7,147			—			40,890
Interest income		5,736			325			1,463			(5,955	)		1,569
Interest expense		(13,353	)		(5,939	)		(3,624	)		5,955			(16,961	)

Income (loss) before income taxes and equity in earnings of affiliates		(11,821	)		32,333			4,986			—			25,498
Provision for income taxes		(4,568	)		12,493			1,855			—			9,780
Equity in earnings of affiliates, net of income tax provision		—			—			662			—			662

Income (loss) before equity income of consolidated subsidiaries		(7,253	)		19,840			3,793			—			16,380
Income from consolidated subsidiaries, net of income tax provision		23,633			—			—			(23,633	)		—

Net income		16,380			19,840			3,793			(23,633	)		16,380
Net loss attributable to noncontrolling interests		—			—			—			410			410

Net income attributable to the GEO Group, Inc.	$	16,380		$	19,840		$	3,793		$	(23,223	)	$	16,790

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(dollars in thousands)
(unaudited)


	For the Thirteen Weeks Ended April 4, 2010
				Combined			Combined
				Subsidiary			Non-Guarantor
	The GEO Group, Inc.			Guarantors			Subsidiaries			Eliminations			Consolidated

Revenues	$	152,860		$	86,996		$	60,490		$	(12,804	)	$	287,542
Operating expenses		131,019			55,975			52,142			(12,804	)		226,332
Depreciation and amortization		4,212			4,047			979			—			9,238
General and administrative expenses		8,880			5,055			3,513			—			17,448

Operating income		8,749			21,919			3,856			—			34,524
Interest income		301			346			1,169			(587	)		1,229
Interest expense		(5,759	)		(508	)		(2,134	)		587			(7,814	)

Income before income taxes and equity in earnings of affiliates		3,291			21,757			2,891			—			27,939
Provision for income taxes		1,323			8,750			748			—			10,821
Equity in earnings of affiliates, net of income tax provision		—			—			590			—			590

Income before equity income of consolidated subsidiaries		1,968			13,007			2,733			—			17,708
Income from consolidated subsidiaries, net of income tax provision		15,740			—			—			(15,740	)		—

Net income		17,708			13,007			2,733			(15,740	)		17,708
Net income attributable to noncontrolling interests		—			—			—			(36	)		(36	)

Net income attributable to The GEO Group, Inc.	$	17,708		$	13,007		$	2,733		$	(15,776	)	$	17,672

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)


	For the Thirteen Weeks Ended April 3, 2011
				Combined			Combined
				Subsidiary			Non-Guarantor
	The GEO Group, Inc.			Guarantors			Subsidiaries			Consolidated

Cash Flow from Operating Activities:
Net cash provided by operating activities	$	41,403		$	8,025		$	19,649		$	69,077

Cash Flow from Investing Activities:
Acquisition, cash consideration, net of cash acquired		(409,607	)		—			—			(409,607	)
Proceeds from sale of property and equipment		—			250			—			250
Change in restricted cash		—			—			3,199			3,199
Capital expenditures		(33,312	)		(4,848	)		(536	)		(38,696	)

Net cash used in investing activities		(442,919	)		(4,598	)		2,663			(444,854	)

Cash Flow from Financing Activities:
Payments on long-term debt		(15,375	)		(207	)		(6,084	)		(21,666	)
Proceeds from long-term debt		461,000			—			—			461,000
Distribution to MCF partners		—			—			(4,012	)		(4,012	)
Proceeds from the exercise of stock options		983			—			—			983
Income tax benefit of equity compensation		172			—			—			172
Debt issuance costs		(9,277	)		—			—			(9,277	)

Net cash provided by (used in) financing activities		437,503			(207	)		(10,096	)		427,200

Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			—			(5,193	)		(5,193	)

Net Increase in Cash and Cash Equivalents		35,987			3,220			7,023			46,230
Cash and Cash Equivalents, beginning of period		2,614			221			36,829			39,664

Cash and Cash Equivalents, end of period	$	38,601		$	3,441		$	43,852		$	85,894

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)


	For the Thirteen Weeks Ended April 4 , 2010
				Combined			Combined
				Subsidiary			Non-Guarantor
	The GEO Group, Inc.			Guarantors			Subsidiaries			Consolidated

Cash Flow from Operating Activities:
Net cash (used in) provided by operating activities	$	54,412		$	(2,588	)	$	12,910		$	64,734

Cash Flow from Investing Activities:
Just Care purchase price adjustment		—			(41	)		—			(41	)
Proceeds from sale of property and equipment		—			100			—			100
Change in restricted cash		—			—			(2,257	)		(2,257	)
Capital expenditures		(13,610	)		(1,918	)		(209	)		(15,737	)

Net cash used in investing activities		(13,610	)		(1,859	)		(2,466	)		(17,935	)

Cash Flow from Financing Activities:
Payments on long-term debt		(6,940	)		(171	)		(5,688	)		(12,799	)
Proceeds from long-term debt		15,000			—			—			15,000
Payments for purchase of treasury shares		(53,845	)		—			—			(53,845	)
Income tax benefit of equity compensation		112			—			—			112
Proceeds from the exercise of stock options		1,138			—			—			1,138

Net cash used in financing activities		(44,535	)		(171	)		(5,688	)		(50,394	)

Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			—			15			15

Net Increase (Decrease) in Cash and Cash Equivalents		(3,733	)		(4,618	)		4,771			(3,580	)
Cash and Cash Equivalents, beginning of period		12,376			5,333			16,147			33,856

Cash and Cash Equivalents, end of period	$	8,643		$	715		$	20,918		$	30,276

Derivative Financial Instruments	3 Months Ended
Derivative Financial Instruments	Apr. 03, 2011
Derivative Financial Instruments [Abstract]
DERIVATIVE FINANCIAL INSTRUMENTS	6. DERIVATIVE FINANCIAL INSTRUMENTS The Company’s primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in interest rates. The Company measures its derivative financial instruments at fair value. As of April 3, 2011, the Company had four interest rate swap agreements in the aggregate notional amount of $100.0 million. The Company has designated these interest rate swaps as hedges against changes in the fair value of a designated portion of the 7³/4% Senior Notes due 2017 (“7³/4% Senior Notes”) due to changes in underlying interest rates. These swap agreements, which have payment, expiration dates and call provisions that mirror the terms of the 7³/4% Senior Notes, effectively convert $100.0 million of the 7³/4% Senior Notes into variable rate obligations. Each of the swaps has a termination clause that gives the counterparty the right to terminate the interest rate swaps at fair market value, under certain circumstances. In addition to the termination clause, the Agreements also have call provisions which specify that the lender can elect to settle the swap for the call option price. Under the Agreements, the Company receives a fixed interest rate payment from the financial counterparties to the agreements equal to 7³/4% per year calculated on the notional $100.0 million amount, while it makes a variable interest rate payment to the same counterparties equal to the three-month LIBOR plus a fixed margin of between 4.16% and 4.29%, also calculated on the notional $100.0 million amount. Changes in the fair value of the interest rate swaps are recorded in earnings along with related designated changes in the value of the 7³/4% Senior Notes. Total net gains (losses) recognized and recorded in earnings related to these fair value hedges was $(1.0) million and $0.4 million in the thirteen weeks ended April 3, 2011 and April 4, 2010 respectively. As of April 3, 2011 and January 2, 2011, the swap assets’ fair values were $2.3 million and $3.3 million, respectively and are included as Other Non-Current Assets in the accompanying balance sheets. There was no material ineffectiveness of these interest rate swaps for the fiscal periods ended April 3, 2011 or April 4, 2010. The Company’s Australian subsidiary is a party to an interest rate swap agreement to fix the interest rate on its variable rate non-recourse debt to 9.7%. The Company has determined the swap, which has a notional amount of $50.9 million, payment and expiration dates, and call provisions that coincide with the terms of the non-recourse debt to be an effective cash flow hedge. Accordingly, the Company records the change in the value of the interest rate swap in accumulated other comprehensive income, net of applicable income taxes. Total unrealized loss, net of tax, recognized in the periods and recorded in accumulated other comprehensive income, net of tax, related to this cash flow hedge was $0.2 million and $0.0 million for the thirteen weeks ended April 3, 2011 and April 4, 2010, respectively. The total value of the swap asset as of April 3, 2011 and January 2, 2011 was $1.6 million and $1.8 million, respectively, and is recorded as a component of other assets within the accompanying consolidated balance sheets. There was no material ineffectiveness of this interest rate swap for the fiscal periods presented. The Company does not expect to enter into any transactions during the next twelve months which would result in the reclassification into earnings or losses associated with this swap currently reported in accumulated other comprehensive income (loss).

Subsequent Events	3 Months Ended
Subsequent Events	Apr. 03, 2011
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	16. SUBSEQUENT EVENTS During the fourth fiscal quarter of 2009, the Internal Revenue Service (“IRS”) completed its examination of the Company’s U.S. federal income tax returns for the years 2002 through 2005. Following the examination, the IRS notified the Company’s management that it proposed to disallow a deduction that the Company realized during the 2005 tax year. In December of 2010, the Company reached an agreement with the office of the IRS Appeals on the amount of the deduction, subject to the review by the Joint Committee on Taxation. The review was completed without change on April 18, 2011, subsequent to the end of the First Quarter. As a result of the review, there was no change to our tax accrual related to this matter. On May 2, 2011, the Company executed Amendment No. 2 to its Senior Credit Facility. As a result of this amendment, relative to the Company’s Term Loan B, the Applicable Rate was reduced to 2.75% per annum from 3.25% per annum in the case of Eurodollar loans and to 1.75% per annum from 2.25% per annum in the case of ABR loans and the LIBOR floor was reduced to 1.00% from 1.50%.

Label	Element	Value
Common Stock, Shares, Outstanding	us-gaap_CommonStockSharesOutstanding	64,432,459
Common Stock, Shares, Outstanding	us-gaap_CommonStockSharesOutstanding	64,874,369