As of December 31, 2019, and 2018, our authorized capital was comprised of 800 million shares of common stock and 2 million shares of preferred stock. As of December 31, 2019, shareholders’ equity of TEGNA included 217.5 million shares that were outstanding (net of 107.0 million shares of common stock held in treasury). As of December 31, 2018, shareholders’ equity of TEGNA included 215.8 million shares that were outstanding (net of 108.7 million shares of common stock held in treasury). No shares of preferred stock were issued and outstanding as of December 31, 2019, or 2018.

We report earnings per share on two bases, basic and diluted. All basic income per share amounts are based on the weighted average number of common shares outstanding during the year. The calculation of diluted earnings per share also considers the assumed dilution from the issuance of performance shares and restricted stock units and exercise of stock options.



	2019		2018		2017
Income from continuing operations	$	286,235	$	401,340	$	447,962
Income (loss) from discontinued operations, net of tax	—		4,325		(232,916		)
Net loss attributable to noncontrolling interests from discontinued operations	—		—		58,698
Net income attributable to TEGNA Inc.	$	286,235	$	405,665	$	273,744

Weighted average number of common shares outstanding - basic	217,138		216,184		215,587
Effect of dilutive securities
Restricted stock	461		139		659
Performance share units	346		97		550
Stock options	32		201		682
Weighted average number of common shares outstanding - diluted	217,977		216,621		217,478

Earnings from continuing operations per share - basic	$	1.32	$	1.86	$	2.08
Earnings from discontinued operations per share - basic	—		0.02		(0.81		)
Earnings per share - basic	$	1.32	$	1.88	$	1.27

Earnings from continuing operations per share - diluted	$	1.31	$	1.85	$	2.06
Earnings from discontinued operations per share - diluted	—		0.02		(0.80		)
Earnings per share - diluted	$	1.31	$	1.87	$	1.26

On September 19, 2017, our Board of Directors authorized a new share repurchase program for up to $300.0 million of our common stock over the next three years. During 2019, no shares were repurchased. In 2018, 0.5 million shares were purchased for $5.8 million, and in 2017, 1.5 million shares were purchased for $23.5 million. As a result of our Recent Acquisitions, we have suspended share repurchases under this program. Repurchased shares are included in the Consolidated Balance Sheets as Treasury Stock. As of December 31, 2019, the value of shares that may be repurchased under the existing program is $279.1 million.

The shares may be repurchased at management’s discretion, either in the open market or in privately negotiated block transactions. Management’s decision to repurchase shares will depend on price and other corporate needs. Purchases may occur from time to time and no maximum purchase price has been set. Certain of the shares we previously acquired have been reissued in settlement of employee stock awards.

In May 2001, our shareholders approved the adoption of the 2001 Omnibus Incentive Compensation Plan (the Plan). The Plan is administered by the Leadership Development and Compensation Committee (LDCC) of the Board of Directors and was amended and restated as of May 4, 2010, to increase the number of shares reserved for issuance to 60.0 million shares of our common stock. The Plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units (RSUs), performance share units, performance share awards, and other equity-based and cash-based awards. Awards may be granted to our employees and members of the Board of Directors. The Plan provides that shares of common stock subject to awards granted become available again for issuance if such awards are canceled or forfeited.

During the first quarter of 2018, the LDCC of the Board of Directors established new performance metrics for long-term incentive awards for our executives under the Plan, as amended, designed to better reflect TEGNA as a pure-play broadcaster. On both March 1, 2019 and 2018, we granted certain employees performance share awards (PSAs) reflecting these new metrics with aggregate target awards of approximately 0.6 million shares of our common stock.

The number of shares earned under the PSA program is determined based on the achievement of certain financial performance criteria (adjusted EBITDA and free cash flow as defined by the PSA agreement) over a two-year cumulative financial performance period. If the financial performance criteria are met and certified by the LDCC, the shares earned under the PSA will be subject to an additional one year service period before the common stock is released to the employees. The PSAs do not pay dividends or allow voting rights during the three-year incentive period. Therefore, the fair value of the PSA is the quoted market value of our stock on the grant date less the present value of the expected dividends not received during the relevant performance period. The PSA provides the LDCC with limited discretion to make adjustments to the financial targets to ensure consistent year-to-year comparison for the performance criteria.

For expense recognition, in the period it becomes probable that the minimum performance criteria specified in the PSA will be achieved, we will recognize expense, net of estimated forfeitures, for the proportionate share of the total fair value of the shares subject to the PSA related to the vesting period that has already lapsed. Each reporting period we will adjust the fair value of the PSAs to the quoted market value of our stock price. In the event we determine it is no longer probable that we will achieve the minimum performance criteria specified in the PSA, we will reverse all of the previously recognized compensation expense in the period such a determination is made.

Prior to 2018, senior executives participated in a performance share award plan (PSU) in which the number of shares that an executive receives is determined based upon how our total shareholder return (TSR) compares to the TSR of a peer group of companies during the three-year period. For this PSU award, we recognized the grant date fair value of each PSU, less estimated forfeitures, as compensation expense ratably over the incentive period. Fair value was determined by using a Monte Carlo valuation model. Each PSU is equal to and paid in one share of our common stock, but carries no voting or dividend rights. The number of shares ultimately issued for each PSU award may range from 0% to 200% of the award’s target. No PSUs were awarded in 2019 and 2018.

We also issue stock-based compensation to employees in the form of RSUs. These awards generally entitle employees to receive at the end of a specified vesting period one share of common stock for each RSU granted, conditioned on continued employment for the relevant vesting period. RSUs granted in 2016 vest 25% per year over a four-year vesting period and are settled in common stock at the end of the four-year vesting period. RSUs granted since 2016 vest 25% per year and settle annually. RSUs do not pay dividends or confer voting rights in respect of the underlying common stock during the vesting period. RSUs are valued based on the fair value of our common stock on the date of grant less the present value of the expected dividends not received during the relevant vesting period. The fair value of the RSU, less estimated forfeitures, is recognized as compensation expense ratably over the vesting period. We have generally granted both RSUs and performance share awards to employees on January 1, however, beginning in 2018, awards were granted on March 1 and we expect this will be the annual grant date for the foreseeable future.

In connection with the spin-off of our Cars.com business, and in accordance with our equity award Plan, the number of target PSUs outstanding on the Cars.com Distribution Date were adjusted with the intention of preserving the intrinsic value of the awards prior to the separation. For PSUs granted in 2017 prior to the Cars.com Distribution Date, the Cars.com Adjustment was made and resulted in an aggregate increase of 178,775 PSUs as noted in the table below. With regards to restricted stock and RSUs granted in 2017 prior to the Cars.com Distribution Date, adjustments were determined by comparing the fair value of such awards immediately prior to the spin-off to the fair value of such awards immediately after (the Cars.com Adjustment), which resulted in an aggregate increase of 606,377 RSUs as noted in the table below.

Valuation and amortization method – We determined the fair value of PSUs using the Monte Carlo valuation model. This model considers the likelihood of the share prices of our peer group companies’ and our shares ending at various levels subject to certain price caps at the conclusion of the three-year incentive period. Key inputs into the Monte Carlo valuation model include expected term, expected volatility, risk-free interest rate and expected dividend yield. Each assumption is discussed below.

Expected volatility – The fair value of stock-based awards reflects volatility factors calculated using historical market data for our common stock and also our peer group when the Monte Carlo method is used. The time frame used is equal to the expected term.



	2019		2018			2017

RSUs	$	9,699	$	7,260		$	9,408
PSAs	9,277		2,693			—
PSUs	1,170		2,578			6,234
Stock options	—		—			427
Total stock-based compensation	20,146		12,531			16,069
Total income tax benefit (provision)	4,354		(184		)	7,442
Stock-based compensation net of tax	$	15,792	$	12,715		$	8,627

RSUs: As of December 31, 2019, there was $19.4 million of unrecognized compensation cost related to non-vested restricted stock and RSUs. This amount will be adjusted for future changes in estimated forfeitures and recognized on a straight-line basis over a weighted average period of 2.6 years.



	2019				2018				2017
RSU Activity	Shares		Weighted average fair value		Shares		Weighted average fair value		Shares		Weighted average fair value
Unvested at beginning of year	1,567,704		$	14.65	1,062,550		$	21.29	1,143,421		$	25.66
Granted	1,356,848		13.09		1,198,787		11.99		989,443		19.41
Vested	(581,479	)	16.31		(477,050	)	15.11		(1,162,231	)	25.18
Canceled	(210,137	)	14.53		(216,583	)	17.98		(514,460	)	21.49
Adjustment due to spin-off of Cars.com ^(a)	—				—				606,377
Unvested at end of year ^(a)	2,132,936		$	13.22	1,567,704		$	14.65	1,062,550		$	21.29

(a) The weighted-average grant date fair value of the RSUs included in the line item “Adjustment due to spin-off of Cars.com” is equal to the weighted-average grant date fair value of the awards at their respective grant date divided by a factor of approximately 1.59. The weighted-average grant date fair value of the unvested RSUs as of Dec. 31, 2017 reflect the adjustment.



	2019				2018
PSAs Activity	Target number of shares		Weighted average fair value		Target number of shares		Weighted average fair value
Unvested at beginning of year	450,085		$	12.05	—
Granted	567,356		12.36		565,187		$	12.05
Vested	(261,286	)	12.16		(91,451	)	12.05
Canceled	(57,673	)	12.08		(23,651	)	12.05
Unvested at end of year	698,482		$	12.26	450,085		$	12.05



	2019				2018				2017
PSUs Activity	Target number of shares		Weighted average fair value		Target number of shares		Weighted average fair value		Target number of shares		Weighted average fair value
Unvested at beginning of year	250,840		$	23.92	662,835		$	25.87	1,018,950		$	35.60
Granted	—				—				307,950		23.92
Vested	(228,287	)	23.92		(383,095	)	27.19		(774,267	)	36.94
Canceled	(22,553	)	23.92		(28,900	)	25.39		(68,573	)	31.80
Adjustment due to spin-off of Cars.com ^(a)	—				—				178,775
Unvested at end of year ^(a)	—		$	—	250,840		$	23.92	662,835		$	25.87

(a) The weighted-average grant date fair value of the PSUs included in the line item “Adjustment due to spin-off of Cars.com” is equal to the weighted-average grant date fair value of the awards at their respective grant date divided by a factor of approximately 1.59. The weighted-average grant date fair value of the unvested PSUs as of Dec. 31, 2017 reflect the adjustment.

The elements of our Accumulated Other Comprehensive Loss (AOCL) principally consisted of pension, retiree medical and life insurance liabilities and foreign currency translation. The following tables summarize the components of, and changes in AOCL, net of tax (in thousands):



2019	Retirement Plans			Foreign Currency Translation ⁽¹⁾			Total
Balance at beginning of year	$	(136,893	)	$	382		$	(136,511	)
Other comprehensive loss before reclassifications	(10,339		)	(581		)	(10,920		)
Amounts reclassified from AOCL	4,834			—			4,834
Balance at end of year	$	(142,398	)	$	(199	)	$	(142,597	)



2018	Retirement Plans			Foreign Currency Translation ⁽¹⁾		Total
Balance at beginning of year	$	(107,037	)	$	114	$	(106,923	)
Other comprehensive (loss) income before reclassifications	(14,450		)	268		(14,182		)
Amounts reclassified from AOCL	9,439			—		9,439
Total other comprehensive income	$	(5,011	)	$	268	$	(4,743	)
Reclassification of stranded tax effects to retained earnings	(24,845		)	—		(24,845		)
Balance at end of year	$	(136,893	)	$	382	$	(136,511	)



2017	Retirement Plans			Foreign Currency Translation ⁽¹⁾			Other			Total
Balance at beginning of year	$	(124,978	)	$	(28,560	)	$	(8,035	)	$	(161,573	)
Other comprehensive income (loss) before reclassifications	12,496			6,649			(1,707		)	17,438
Amounts reclassified from AOCL	5,445			22,025			9,742			37,212
Balance at end of year	$	(107,037	)	$	114		$	—		$	(106,923	)
(1) Our entire foreign currency translation adjustment is related to our CareerBuilder investment. As a result of deconsolidating the investment due to the sale of our majority ownership, we reclassified the translation adjustment from AOCL to the Consolidated Statement of Income as of the date of sale, July 31, 2017. Due to the noncontrolling ownership stake that we retained in CareerBuilder, we will continue to record our share of foreign currently translation adjustments through our equity method investment.

AOCL components are included in the computation of net periodic post-retirement costs which include pension costs discussed in Note 7 and our other post-retirement benefits (health care and life insurance benefits). Reclassifications out of AOCL related to these post-retirement plans include the following (in thousands):



	2019			2018			2017
Amortization of prior service (credit) cost	$	(481	)	$	(403	)	$	63
Amortization of actuarial loss	6,246			5,544			8,774
Pension payment timing related charges	686			7,498			—
Total reclassifications, before tax	6,451			12,639			8,837
Income tax effect	(1,617		)	(3,200		)	(3,392		)
Total reclassifications, net of tax	$	4,834		$	9,439		$	5,445