Shareholders’ Equity

Common Stock

Each holder of the Company’s common stock is entitled to one vote per share on all matters to be voted upon by the Company’s shareholders. Upon any liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share equally in all assets available for distribution after payment of all liabilities, subject to the liquidation preference of shares of preferred stock, if any, then outstanding.

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 and reduce any income taxes that GEO otherwise would be required to pay, 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 TRSs and other factors that GEO's Board may deem relevant.

During the years ended December 31, 2017, 2016 and 2015, GEO declared and paid the following regular cash distributions to its stockholders which were treated for federal income taxes as follows (retroactively adjusted to reflect the effects of the Company's 3-for-2 stock split):



					Ordinary Dividends
Declaration Date	Payment Date	Record Date	Distribution Per Share		Qualified (1)		Non-Qualified		Nondividend Distributions (2)		Aggregate Payment Amount (millions)
February 6, 2015	February 27, 2015	February 17, 2015	$	0.41	$	0.0353166	$	0.2759814	$	0.1020353	$	46.0
April 29, 2015	May 21, 2015	May 11, 2015	$	0.41	$	0.0353166	$	0.2759814	$	0.1020353	$	46.3
July 31, 2015	August 24, 2015	August 14, 2015	$	0.41	$	0.0353166	$	0.2759814	$	0.1020353	$	46.3
November 3, 2015	November 25, 2015	November 16, 2015	$	0.43	$	0.0370254	$	0.2893354	$	0.1069725	$	48.5
February 3, 2016	February 26, 2016	February 16, 2016	$	0.43	$	0.0493613	$	0.2886402	$	0.0953319	$	48.5
April 20, 2016	May 12, 2016	May 2, 2016	$	0.43	$	0.0493613	$	0.2886402	$	0.0953319	$	48.7
July 20, 2016	August 12, 2016	August 1, 2016	$	0.43	$	0.0493613	$	0.2886402	$	0.0953319	$	48.7
October 18, 2016	November 10, 2016	October 31, 2016	$	0.43	$	0.0493613	$	0.0002886	$	0.0953319	$	48.8
February 6, 2017	February 27, 2017	February 17, 2017	$	0.47	$	0.0175622	$	0.2468402	$	0.2025975	$	52.5
April 25, 2017	May 19, 2017	May 9, 2017	$	0.47	$	0.0176751	$	0.2484259	$	0.2038990	$	58.4
July 10, 2017	July 28, 2017	July 21, 2017	$	0.47	$	0.0176751	$	0.2484259	$	0.2038990	$	58.3
October 12, 2017	October 30, 2017	October 23, 2017	$	0.47	$	0.0176751	$	0.2484259	$	0.2038990	$	58.3

(1) The amount constitutes a "Qualified Dividend", as defined by the Internal Revenue Service.

(2) The amount constitutes a "Return of Capital", as defined by the Internal Revenue Service.

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 net proceeds of this offering were used to repay amounts outstanding under the revolver portion of the Company's prior senior credit facility and for general corporate purposes. 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 discussion below. The number of shares and per-share amounts herein have been adjusted to reflect the effects of the stock split. Refer to Note 1 - Summary of Business Organization, Operations and Significant Accounting Policies.

Prospectus Supplement

In September 2014, the Company filed with the 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 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 years ended December 31, 2017, 2016 or 2015. 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. On November 9, 2017, in connection with the shelf registration, the Company filed with the SEC 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 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 year ended December 31, 2017.

Preferred Stock

In April 1994, the Company’s Board authorized 30 million shares of “blank check” preferred stock. The Board is authorized to determine the rights and privileges of any future issuance of preferred stock such as voting and dividend rights, liquidation privileges, redemption rights and conversion privileges. As of December 31, 2017, there were no shares of preferred stock outstanding.

Noncontrolling Interests

The Company includes the results of operations and financial position of SACM or the “joint venture”, its majority-owned subsidiary, in its consolidated financial statements. SACM was established in 2001 to operate correctional centers in South Africa. The joint venture currently provides security and other management services for the Kutama Sinthumule Correctional Centre in the Republic of South Africa under a 25-year management contract which commenced in February 2002. The Company’s and the joint venture partner’s shares in the profits of the joint venture are 88.75% and 11.25%, respectively. There were no changes in the Company’s ownership percentage of the consolidated subsidiary during the years ended December 31, 2017, 2016 and 2015.