SHAREHOLDERS’ EQUITY

The following table presents the changes in shareholders’ equity that are attributable to the Company’s shareholders and to noncontrolling interests (in thousands):



	Common shares					Additional Paid-In			Earnings in Excess of			Accumulated Other Comprehensive			Noncontrolling			Total Shareholders'
	Shares		Amount			Capital			Distributions			Loss			Interests			Equity
Balance, January 1, 2017	112,548		$	1,125		$	891,993		$	112,763		$	(30,825	)	$	(99	)	$	974,957
Proceeds from exercise of stock options	348		3			6,783			—			—			—			6,786
Stock-based compensation expense	—		—			14,852			—			—			—			14,852
Restricted stock granted	927		9			(9		)	—			—			—			—
Restricted stock canceled	(60	)	—			—			—			—			—			—
Dividends paid	—		—			—			(169,152		)	—			—			(169,152		)
Issuance of common stock - prospectus supplement	10,350		104			275,763			—			—			—			275,867
Shares withheld for net settlements of share-based awards	(135	)	(1		)	(4,121		)	—			—			—			(4,122		)
Issuance of common stock - ESPP	13		—			382			—			—			—			382
Net income (loss)	—		—			—			109,884			—			(123		)	109,761
Other comprehensive income	—		—			—			—			4,757			4			4,761
Balance, September 30, 2017	123,991		$	1,240		$	1,185,643		$	53,495		$	(26,068	)	$	(218	)	$	1,214,092

During the nine months ended September 30, 2017, the Company withheld shares through net share settlements to satisfy statutory tax withholding requirements upon vesting of shares of restricted stock held by employees.

Outstanding share and per-share amounts disclosed for all periods presented have been retroactively adjusted to reflect the effects of the stock split. Refer to Note 1 - Basis of Presentation.

REIT Distributions

As a REIT, GEO is required to distribute annually at least 90% of its REIT taxable income (determined without regard to the dividends paid deduction and by excluding net capital gain) and began paying regular quarterly REIT dividends in 2013. The amount, timing and frequency of future dividends, however, will be at the sole discretion of GEO's Board of Directors (the "Board”) and will be declared based upon various factors, many of which are beyond GEO's control, including, GEO's financial condition and operating cash flows, the amount required to maintain REIT status, limitations on distributions in GEO's existing and future debt instruments, limitations on GEO's ability to fund distributions using cash generated through GEO's taxable REIT subsidiaries ("TRSs") and other factors that GEO's Board may deem relevant.

During the nine months ended September 30, 2017 and the year ended December 31, 2016, respectively, GEO declared and paid the following regular cash distributions to its shareholders as follows:



Declaration Date	Record Date	Payment Date	Distribution Per Share	Aggregate Payment Amount (in millions)
February 3, 2016	February 16, 2016	February 26, 2016	$0.43	$48.5
April 20, 2016	May 2, 2016	May 12, 2016	$0.43	$48.7
July 20, 2016	August 1, 2016	August 12, 2016	$0.43	$48.7
October 18, 2016	October 31, 2016	November 10, 2016	$0.43	$48.8
February 6, 2017	February 17, 2017	February 27, 2017	$0.47	$52.5
April 25, 2017	May 9, 2017	May 19, 2017	$0.47	$58.4
July 10, 2017	July 21, 2017	July 28, 2017	$0.47	$58.3

Distributions per share above have been adjusted to reflect the effects of the stock split.

Common Stock Offering

On March 7, 2017, the Company entered into an underwriting agreement related to the issuance and sale of 9,000,000 shares of common stock, par value $.01 per share, of the Company. The offering price to the public was $27.80 per share and the underwriters agreed to purchase the shares from the Company pursuant to the underwriting agreement at a price of $26.70 per share. In addition, under the terms of the underwriting agreement, the Company granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 1,350,000 shares of common stock. On March 8, 2017, the underwriters exercised in full their option to purchase the additional 1,350,000 shares of common stock. On March 13, 2017, the Company announced that it had completed the sale of 10,350,000 shares of common stock with its previously announced underwritten public offering. GEO received gross proceeds (before underwriting discounts and estimated offering expenses) of approximately $288.1 million from the offering, including approximately $37.6 million in connection with the sale of the additional shares. Fees paid in connection with the offering were not significant and have been netted against additional paid-in capital. The 10,350,000 shares of common stock were issued under GEO's previously effective shelf registration filed with the Securities and Exchange Commission. The previously effective registration statement on Form S-3 expired September 12, 2017. On October 20, 2017, GEO filed a new registration statement on Form S-3 that automatically became effective. Refer to Note 16 - Subsequent Events. The net proceeds of this offering were used to repay amounts outstanding under the revolver portion of the Company's senior credit facility and for general corporate purposes. The number of shares and per-share amounts herein have been adjusted to reflect the effects of the stock split. Refer to Note 1 - Basis of Presentation

Prospectus Supplement

In September 2014, the Company filed with the Securities and Exchange Commission ("SEC") an automatic shelf registration statement on Form S-3. On November 10, 2014, in connection with the shelf registration, the Company filed with the Securities and Exchange Commission a prospectus supplement related to the offer and sale from time to time of the Company's common stock at an aggregate offering price of up to $150.0 million through sales agents. Sales of shares of the Company's common stock under the prospectus supplement and the equity distribution agreements entered into with the sales agents, if any, may be made in negotiated transactions or transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933. There were no shares of common stock sold under this prospectus supplement during the nine months ended September 30, 2017 or during the year ended December 31, 2016. On September 12, 2017, the shelf registration expired. On October 20, 2017, the Company filed with the SEC a new automatic shelf registration on Form S-3. Under this new shelf registration, the Company may, from time to time, sell any combination of securities described in the prospectus in one or more offerings. Each time that the Company may sell securities, the Company will provide a prospectus supplement that will contain specific information about the terms of that offering and the securities being offered.

Comprehensive Income (Loss)

Comprehensive income (loss) represents the change in shareholders' equity from transactions and other events and circumstances arising from non-shareholder sources. The Company's total comprehensive income (loss) is comprised of net income attributable to GEO, net income attributable to noncontrolling interests, foreign currency translation adjustments that arise from consolidating foreign operations that do not impact cash flows, net unrealized gains and/or losses on derivative instruments, and pension liability adjustments within shareholders' equity and comprehensive income (loss).

The components of accumulated other comprehensive income (loss) attributable to GEO within shareholders' equity are as follows:



	Nine Months Ended September 30, 2017
	(In thousands)
	Foreign currency translation adjustments, net of tax attributable to The GEO Group, Inc. (1)			Unrealized (loss)/gain on derivatives, net of tax			Pension adjustments, net of tax			Total
Balance, January 1, 2017	$	(11,284	)	$	(15,877	)	$	(3,664	)	$	(30,825	)
Current-period other comprehensive income	2,026			2,556			175			4,757
Balance, September 30, 2017	$	(9,258	)	$	(13,321	)	$	(3,489	)	$	(26,068	)

⁽¹⁾ The foreign currency translation related to noncontrolling interests was not significant at September 30, 2017 or December 31, 2016.