As of December 31, 2020, and 2019, our authorized capital was comprised of 800 million shares of common stock and 2 million shares of preferred stock. As of December 31, 2020, shareholders’ equity of TEGNA included 219.5 million shares that were outstanding (net of 104.9 million shares of common stock held in treasury). 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). No shares of preferred stock were issued and outstanding as of December 31, 2020, or 2019.

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.


	2020		2019		2018
Net income	$	482,763	$	286,235	$	401,340
Income from discontinued operations, net of tax	—		—		4,325
Net loss attributable to noncontrolling interest	15		—		—
Accretion of redeemable noncontrolling interest (See Note 12)	(933)		—		—
Adjustment of redeemable noncontrolling interest to redemption value	(15)		—		—
Earnings available to common shareholders	$	481,830	$	286,235	$	405,665

Weighted average number of common shares outstanding - basic	219,232		217,138		216,184
Effect of dilutive securities
Restricted stock	246		461		139
Performance share units	254		346		97
Stock options	1		32		201
Weighted average number of common shares outstanding - diluted	219,733		217,977		216,621

Earnings from continuing operations per share - basic	$	2.20	$	1.32	$	1.86
Earnings from discontinued operations per share - basic	—		—		0.02
Earnings per share - basic	$	2.20	$	1.32	$	1.88

Earnings from continuing operations per share - diluted	$	2.19	$	1.31	$	1.85
Earnings from discontinued operations per share - diluted	—		—		0.02
Earnings per share - diluted	$	2.19	$	1.31	$	1.87

In December 2020, our Board of Directors authorized the renewal of our share repurchase program for up to $300.0 million of our common stock over the next three years. 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. The program was previously suspended on March 20, 2019 simultaneously with the announcement of our acquisition of the Nexstar-Tribune divestiture stations to prioritize use of cash for debt repayment associated with those acquisitions. During 2020 and 2019, no shares were repurchased. In 2018, 0.5 million shares were purchased for $5.8 million. 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. This plan 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. In April 2020, our shareholders approved the adoption of the 2020 Omnibus Incentive Compensation Plan (the Plan). The Plan reserved the issuance of an additional 20.0 million shares or 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.

Performance share program - The Leadership Development and Compensation Committee (LDCC) of the Board of Directors has established a long-term incentive performance share program for our executives under the Plan. The number of shares earned under the performance share awards (PSAs) 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 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 during the two-year performance period, we 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 reverse all of the previously recognized compensation expense in the period such a determination is made.

RSU program - 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 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.

Total shareholder return program - 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 granted in 2020, 2019, and 2018.


	2020		2019		2018

RSUs	$	11,686	$	9,699	$	7,260
PSAs	8,620		9,277		2,693
PSUs	—		1,170		2,578

Total stock-based compensation	20,306		20,146		12,531
Total income tax benefit (provision)	4,297		4,354		(184)
Stock-based compensation net of tax	$	16,009	$	15,792	$	12,715

RSUs: As of December 31, 2020, there was $22.2 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 2.5 years.


	2020			2019			2018
RSU Activity	Shares	Weighted average fair value		Shares	Weighted average fair value		Shares	Weighted average fair value
Unvested at beginning of year	2,132,936	$	13.22	1,567,704	$	14.65	1,062,550	$	21.29
Granted	1,416,300	13.39		1,356,848	13.09		1,198,787	11.99
Vested	(738,159)	14.03		(581,479)	16.31		(477,050)	15.11
Canceled	(196,423)	13.14		(210,137)	14.53		(216,583)	17.98
Unvested at end of year	2,614,654	$	13.09	2,132,936	$	13.22	1,567,704	$	14.65


	2020			2019			2018
PSAs 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	698,482	$	12.26	450,085	$	12.05	—	$	—
Granted	673,127	13.47		567,356	12.36		565,187	12.05
Vested	(151,511)	13.40		(261,286)	12.16		(91,451)	12.05
Canceled	(77,219)	12.50		(57,673)	12.08		(23,651)	12.05
Unvested at end of year	1,142,879	$	12.87	698,482	$	12.26	450,085	$	12.05


	2019			2018
PSUs Activity	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
Granted	—	—		—	—
Vested	(228,287)	23.92		(383,095)	27.19
Canceled	(22,553)	23.92		(28,900)	25.39
Unvested at end of year	—	$	—	250,840	$	23.92

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):


2020	Retirement Plans		Foreign Currency Translation (1)		Total
Balance at beginning of year	$	(142,398)	$	(199)	$	(142,597)
Other comprehensive gain before reclassifications	16,779		102		16,881
Amounts reclassified from AOCL	4,640		—		4,640


Balance at end of year	$	(120,979)	$	(97)	$	(121,076)


2019	Retirement Plans		Foreign Currency Translation (1)		Total
Balance at beginning of year	$	(136,893)	$	382	$	(136,511)
Other comprehensive (loss) income 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 income (loss) 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)

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 included the following (in thousands):


	2020		2019		2018
Amortization of prior service (credit) cost	$	(481)	$	(481)	$	(403)
Amortization of actuarial loss	6,690		6,246		5,544
Pension payment timing related charges	—		686		7,498
Total reclassifications, before tax	6,209		6,451		12,639
Income tax effect	(1,569)		(1,617)		(3,200)
Total reclassifications, net of tax	$	4,640	$	4,834	$	9,439