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Shareholders' equity
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Shareholders' equity Shareholders’ equity
As of December 31, 2021, and 2020, our authorized capital was comprised of 800 million shares of common stock and 2 million shares of preferred stock. As of December 31, 2021, shareholders’ equity of TEGNA included 221.4 million shares that were outstanding (net of 103.0 million shares of common stock held in treasury). 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). No shares of preferred stock were issued and outstanding as of December 31, 2021, or 2020.

Capital stock and earnings per share

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.

Our earnings per share (basic and diluted) for 2021, 2020, and 2019 are presented below (in thousands, except per share amounts):
202120202019
Net income $478,197 $482,763 $286,235 
Net (income) loss attributable to noncontrolling interest(1,242)15 — 
Adjustment of redeemable noncontrolling interest to redemption value46 (948)— 
Earnings available to common shareholders$477,001 $481,830 $286,235 
Weighted average number of common shares outstanding - basic221,504 219,232 217,138 
Effect of dilutive securities
Restricted stock736 246 461 
Performance share units230 254 346 
Stock options1 1 32 
Weighted average number of common shares outstanding - diluted222,471 219,733 217,977 
Earnings per share - basic$2.15 $2.20 $1.32 
Earnings per share - diluted$2.14 $2.19 $1.31 

Our calculation of diluted earnings per share includes the dilutive effects for the assumed vesting of outstanding restricted stock units and performance share units.

Share repurchase program

In December 2020, 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. From 2019 through 2021, no shares were repurchased. Certain of the shares we previously acquired have been reissued in settlement of employee stock awards. As a result of the announcement of the Merger Agreement on February 22, 2022, we have suspended share repurchases under this program.

Stock-Based Compensation Plans

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 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 ranged from 0% to 200% of the award’s target. No PSUs were granted in 2021, 2020, and 2019.

We generally grant both RSUs and performance share awards annually to employees on March 1.

Stock-based Compensation Expense: The following table shows the stock-based compensation related amounts recognized in the Consolidated Statements of Income for equity awards (in thousands):
202120202019
RSUs$12,806 $11,686 $9,699 
PSAs18,7098,6209,277
PSUs— — 1,170 
Total stock-based compensation31,515 20,306 20,146 
Total income tax benefit8,082 4,297 4,354 
Stock-based compensation net of tax$23,433 $16,009 $15,792 
 
RSUs: As of December 31, 2021, there was $26.3 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.


A summary of RSU awards is presented below: 
202120202019
RSU ActivityShares
Weighted
average
fair value
Shares
Weighted
average
fair value
Shares
Weighted
average
fair value
Unvested at beginning of year2,614,654 $13.09 2,132,936 $13.22 1,567,704 $14.65 
Granted1,282,636 17.83 1,416,300 13.39 1,356,848 13.09 
Vested(899,282)13.21 (738,159)14.03 (581,479)16.31 
Canceled(155,720)14.56 (196,423)13.14 (210,137)14.53 
Unvested at end of year2,842,288 $15.11 2,614,654 $13.09 2,132,936 $13.22 
PSAs: The PSAs were first granted in 2018. As of December 31, 2021, there was $8.1 million of unrecognized compensation cost related to non-vested PSAs (holding valuation inputs as of December 31, 2021 constant). This amount will be recognized as expense over a weighted average period of 1.7 years. A summary for the PSAs activity is presented below:

202120202019
PSAs ActivityTarget number of sharesWeighted average fair valueTarget number of sharesWeighted average fair valueTarget number of sharesWeighted average fair value
Unvested at beginning of year1,142,879 $12.87 698,482 $12.26 450,085 $12.05 
Granted553,090 17.48 673,127 13.47 567,356 12.36 
Vested(646,635)13.22 (151,511)13.40 (261,286)12.16 
Canceled(33,901)14.20 (77,219)12.50 (57,673)12.08 
Unvested at end of year1,015,433 $15.04 1,142,879 $12.87 698,482 $12.26 


PSUs: As of December 31, 2019, there was no unrecognized compensation cost related to non-vested PSUs as the last awards fully vested as of December 31, 2019.

A summary of our PSUs is presented below:
2019
PSUs ActivityTarget number of sharesWeighted average fair value
Unvested at beginning of year250,840 $23.92 
Granted— — 
Vested(228,287)23.92 
Canceled(22,553)23.92 
Unvested at end of year— $— 

Accumulated other comprehensive loss

The elements of our Accumulated Other Comprehensive Loss (AOCL) principally consisted of pension, retiree medical and life insurance liabilities, foreign currency translation and an unrealized gain on our available-for-sale investment. The following tables summarize the components of, and changes in AOCL, net of tax (in thousands):
2021Retirement Plans
Foreign Currency Translation (1)
Available-For-Sale InvestmentTotal
Balance at beginning of year$(120,979)$(97)— $(121,076)
Other comprehensive gain before reclassifications3,316 552 15,419 19,287 
Amounts reclassified from AOCL4,573 — — 4,573 
Balance at end of year$(113,090)$455 $15,419 $(97,216)
2020Retirement Plans
Foreign Currency Translation (1)
Total
Balance at beginning of year$(142,398)$(199)$(142,597)
Other comprehensive gain before reclassifications16,779 102 16,881 
Amounts reclassified from AOCL4,640 — 4,640 
Balance at end of year$(120,979)$(97)$(121,076)
2019Retirement Plans
Foreign Currency Translation (1)
Total
Balance at beginning of year$(136,893)$382 $(136,511)
Other comprehensive income (loss) before reclassifications(10,339)(581)(10,920)
Amounts reclassified from AOCL4,834 — 4,834 
Balance at end of year$(142,398)$(199)$(142,597)
(1) Our entire foreign currency translation adjustment is related to our CareerBuilder investment. We record our share of foreign currency 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 6 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):
202120202019
Amortization of prior service (credit) cost$(481)$(481)$(481)
Amortization of actuarial loss5,698 6,690 6,246 
Pension payment timing related charges946 — 686 
Total reclassifications, before tax6,163 6,209 6,451 
Income tax effect(1,590)(1,569)(1,617)
Total reclassifications, net of tax$4,573 $4,640 $4,834