Shareholders' Equity

12 Months Ended

Dec. 31, 2019

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, 2019, 2018 and 2017, 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, 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
February 5, 2018	February 27, 2018	February 16, 2018	$	0.47	$	0.0461171	$	0.2090220	$	0.2148609	$	58.3
April 11, 2018	May 3, 2018	April 23, 2018	$	0.47	$	0.0461171	$	0.2090220	$	0.2148609	$	57.4
July 10, 2018	July 27, 2018	July 20, 2018	$	0.47	$	0.0461171	$	0.2090220	$	0.2148609	$	57.2
October 15, 2018	November 2, 2018	October 26, 2018	$	0.47	$	0.0461171	$	0.2090220	$	0.2148609	$	57.2
February 4, 2019	February 22, 2019	February 15, 2019	$	0.48	$	—	$	0.2759699	$	0.2040301	$	57.9
April 3, 2019	April 22, 2019	April 15, 2019	$	0.48	$	—	$	0.2759699	$	0.2040301	$	58.2
July 9, 2019	July 26, 2019	July 19, 2019	$	0.48	$	—	$	0.2759699	$	0.2040301	$	58.2
October 14, 2019	November 1, 2019	October 25, 2019	$	0.48	$	—	$	0.2759699	$	0.2040301	$	58.2

(1) For 2019, there are no Qualified Dividends. Qualified Dividends represents the portion of Total Ordinary Dividends which 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.

Stock Buyback Program

On February 14, 2018, the Company announced that its Board authorized a stock buyback program authorizing the Company to repurchase up to a maximum of $200 million of its shares of common stock. The stock buyback program will be funded primarily with cash on hand, free cash flow and borrowings under the Company's $900 million revolving credit facility (the "Revolver"). The program is effective through October 20, 2020. The stock buyback program is intended to be implemented through purchases made from time to time in the open market or in privately negotiated transactions, in accordance with applicable Securities and Exchange Commission ("SEC") requirements. The stock buyback program does not obligate the Company to purchase any specific amount of its common stock and may be suspended or extended at any time at the discretion of the Company's Board. During the year ended December 31, 2018, the Company purchased 4,210,254 shares of its common stock at a cost of $95.2 million primarily purchased with proceeds from the Company's Revolver. There were no purchases of the Company's common stock during the year ended December 31, 2019. The Company believes it has the ability to continue to fund the stock

buyback program, its debt service requirements and its maintenance and growth capital expenditure requirements, while maintaining sufficient liquidity for other corporate purposes.

Prospectus Supplement

On October 20, 2017, the Company filed with the SEC an automatic shelf registration on Form S-3ASR. Under this 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 years ended December 31, 2019 or 2018.

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, 2019, 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, 2019, 2018 and 2017.