14.

STOCKHOLDERS’ EQUITY

Dividends on Common Stock

The tax characterization of dividends per share on common shares as reported to stockholders was as follows for the years ended December 31, 2015, 2014, and 2013:


Declaration Date	Record Date	Payable Date	Ordinary Income			Return of Capital			Total Per Share
February 22, 2013	April 3, 2013	April 15, 2013		0.346119			0.183881		$	0.53
May 16, 2013	July 3, 2013	July 15, 2013		0.313466			0.166534		$	0.48
August 16, 2013	October 2, 2013	October 15, 2013		0.313466			0.166534		$	0.48
December 12, 2013	January 2, 2014	January 15, 2014		0.48	⁽¹⁾		—		$	0.48
February 20, 2014	April 2, 2014	April 15, 2014		0.51	⁽²⁾		—		$	0.51
May 15, 2014	July 2, 2014	July 15, 2014		0.51	⁽²⁾		—		$	0.51
August 14, 2014	October 2, 2014	October 15, 2014		0.51	⁽²⁾		—		$	0.51
December 11, 2014	January 2, 2015	January 15, 2015		0.382836	⁽³⁾		0.127164		$	0.51
February 20, 2015	April 2, 2015	April 15, 2015		0.405355	⁽⁴⁾		0.134645		$	0.54
May 14, 2015	July 2, 2015	July 15, 2015		0.405355	⁽⁴⁾		0.134645		$	0.54
August 13, 2015	October 2, 2015	October 15, 2015		0.405355	⁽⁴⁾		0.134645		$	0.54
December 10, 2015	January 4, 2016	January 15, 2016		—	⁽⁵⁾		—	⁽⁵⁾	$	0.54

⁽¹⁾	$0.072069 of this amount constitutes a “Qualified Dividend”, as defined by the IRS.

⁽²⁾	$0.076573 of this amount constitutes a “Qualified Dividend”, as defined by the IRS.

⁽³⁾	$0.048357 of this amount constitutes a “Qualified Dividend”, as defined by the IRS.

⁽⁴⁾	$0.051202 of this amount constitutes a “Qualified Dividend”, as defined by the IRS.

⁽⁵⁾	Taxable in 2016.

In addition, on April 8, 2013, CCA’s Board of Directors declared a special dividend to stockholders of $675.0 million, or approximately $6.66 per share of common stock, in connection with CCA’s previously announced plan to qualify and convert to a REIT for federal income tax purposes effective as of January 1, 2013. The special dividend was paid in satisfaction of requirements that CCA distribute its accumulated earnings and profits attributable to tax periods ending prior to January 1, 2013. CCA paid the special dividend on May 20, 2013 to stockholders of record as of April 19, 2013. The special dividend constituted a qualified dividend of which $6.647357 was taxable as ordinary income to stockholders in 2013, and $0.012643 constituted a return of capital.

Each CCA stockholder could elect to receive payment of the special dividend either in all cash, all shares of CCA common stock or a combination of cash and CCA common stock, with the total amount of cash payable to stockholders limited to a maximum of 20% of the total value of the special dividend, or $135.0 million. The total amount of cash elected by stockholders exceeded 20% of the total value of the special dividend. As a result, the cash payment was prorated among those stockholders who elected to receive cash, and the remaining portion of the special dividend was paid in shares of CCA common stock. The total number of shares of CCA common stock distributed pursuant to the special dividend was 13.9 million and was determined based on stockholder elections and the average closing price per share of CCA common stock on the New York Stock Exchange for the three trading days after May 9, 2013, or $38.90 per share.

Future dividends will depend on CCA’s distribution requirements as a REIT, future earnings, capital requirements, financial condition, opportunities for alternative uses of capital, and on such other factors as the Board of Directors of CCA may consider relevant.

Common Stock

Restricted shares. During 2015, CCA issued approximately 438,000 shares of restricted common stock units (“RSUs”) to certain of CCA’s employees and non-employee directors, with an aggregate value of $17.5 million, including 385,000 RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 53,000 RSUs to employees whose compensation is charged to operating expense. During 2014, CCA issued approximately 548,000 RSUs to certain of its employees and non-employee directors, with an aggregate value of $17.8 million, including 478,000 RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 70,000 RSUs to employees whose compensation is charged to operating expense.

CCA established performance-based vesting conditions on the shares of restricted common stock and RSUs awarded to its officers and executive officers in 2015 and 2014 and in years prior to 2013. Unless earlier vested under the terms of the agreements, shares or RSUs issued to officers and executive officers in these years are subject to vesting over a three-year period based upon the satisfaction of certain performance criteria. With respect to the RSUs issued in 2015 to officers and executive officers, annual performance criteria was established for each of the three years ending December 31, 2015, 2016, and 2017, and no more than one-third of the RSUs may vest in any one performance period. With respect to RSUs issued in 2014 and in years prior to 2013, no more than one-third of such shares or RSUs may vest in the first performance period; however, the performance criteria are cumulative for the three-year period. With respect to the RSUs issued in 2013 to officers and executive officers, unless earlier vested under the terms of the RSU agreement, the RSUs issued vest evenly over a three-year period and are not subject to performance-based criteria. Shares of restricted stock and RSUs issued to other employees, unless earlier vested under the terms of the agreements, “cliff” vest on the third anniversary of the award, while RSUs issued to non-employee directors vest one year from the date of award.

Nonvested restricted common stock transactions as of December 31, 2015 and for the year then ended are summarized below (in thousands, except per share amounts).


	Shares of restricted common stock and RSUs			Weighted average grant date fair value

Nonvested at December 31, 2014		1,020		$	32.93
Granted		438		$	40.04
Cancelled		(43	)	$	35.52
Vested		(440	)	$	31.51


Nonvested at December 31, 2015		975		$	36.65

During 2015, 2014, and 2013, CCA expensed $14.7 million ($1.5 million of which was recorded in operating expenses and $13.2 million of which was recorded in general and administrative expenses), $12.1 million ($1.4 million of which was recorded in operating expenses and $10.7 million of which was recorded in general and administrative expenses), and $9.8 million ($1.2 million of which was recorded in operating expenses and $8.6 million of which was recorded in general and administrative expenses), net of forfeitures, relating to the restricted common stock and RSUs, respectively. As of December 31, 2015, CCA had $17.4 million of total unrecognized compensation cost related to restricted common stock and RSUs that is expected to be recognized over a remaining weighted-average period of 1.7 years. The total fair value of restricted common stock and RSUs that vested during 2015, 2014, and 2013 was $13.9 million, $9.8 million, and $10.5 million, respectively.

Preferred Stock

CCA has the authority to issue 50.0 million shares of $0.01 par value per share preferred stock (the “Preferred Stock”). The Preferred Stock may be issued from time to time upon authorization by the Board of Directors, in such series and with such preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or other provisions as may be fixed by CCA’s Board of Directors.

Stock Option Plans

CCA has equity incentive plans under which, among other things, incentive and non-qualified stock options are granted to certain employees and non-employee directors of CCA by the compensation committee of CCA’s Board of Directors. The options are granted with exercise prices equal to the fair market value on the date of grant. Vesting periods for options granted to employees generally range from three to four years. Options granted to non-employee directors vest on a date approximately following the first anniversary of the grant date. The term of such options is ten years from the date of grant.

In 2015, 2014, and 2013, CCA elected not to issue stock options to its non-employee directors, officers, and executive officers as it had in the past and instead elected to issue all of its equity compensation in the form of restricted common stock and RSUs as previously described herein. During 2015, 2014, and 2013, CCA expensed $0.7 million, $1.9 million, and $3.1 million, respectively, net of estimated forfeitures relating to its outstanding stock options, all of which was charged to general and administrative expenses.

Stock option transactions relating to CCA’s non-qualified stock option plans are summarized below (in thousands, except exercise prices):

No. of
options

Weighted-
Average
Exercise Price
of options

Weighted-
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
Value

Outstanding at December 31, 2014

1,884

20.00

Granted

—

Exercised

(413

)

18.65

Cancelled

)

22.34

Outstanding at December 31, 2015

1,467

20.37

4.0

9,044

Exercisable at December 31, 2015

1,416

20.28

4.0

8,846

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between CCA’s stock price as of December 31, 2015 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2015. This amount changes based on the fair market value of CCA’s stock. The total intrinsic value of options exercised during the years ended December 31, 2015, 2014, and 2013 was $7.3 million, $12.3 million, and $36.9 million, respectively.

Nonvested stock option transactions relating to CCA’s non-qualified stock option plans as of December 31, 2015 and changes during the year ended December 31, 2015 are summarized below (in thousands, except grant date fair values):


	Number of options			Weighted average grant date fair value
Nonvested at December 31, 2014		282		$	6.66
Granted		—		$	—
Cancelled		(4	)	$	6.34
Vested		(227	)	$	6.70


Nonvested at December 31, 2015		51		$	6.50

As of December 31, 2015, CCA had $0.1 million of total unrecognized compensation cost related to stock options that is expected to be recognized over a remaining weighted-average period of 0.4 years.

At CCA’s 2011 annual meeting of stockholders held in May 2011, CCA’s stockholders approved an amendment to the 2008 Stock Incentive Plan that increased the authorized limit on issuance of new awards to an aggregate of up to 18.0 million shares. In addition, during the 2003 annual meeting the stockholders approved the adoption of CCA’s Non-Employee Directors’ Compensation Plan, authorizing CCA to issue up to 225,000 shares of common stock pursuant to the plan. As of December 31, 2015, CCA had 10.3 million shares available for issuance under the Amended and Restated 2008 Stock Incentive Plan and 0.2 million shares available for issuance under the Non-Employee Directors’ Compensation Plan.