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Shareholders' equity
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Shareholders' equity Shareholders’ equity
As of December 31, 2023, and 2022, our authorized capital was comprised of 800 million shares of common stock and 2 million shares of preferred stock. As of December 31, 2023, shareholders’ equity of TEGNA included 179.9 million shares that were outstanding (net of 144.5 million shares of common stock held in treasury). As of December 31, 2022, shareholders’ equity of TEGNA included 223.4 million shares that were outstanding (net of 101.0 million shares of common stock held in treasury). No shares of preferred stock were issued and outstanding as of December 31, 2023 or 2022.

Capital stock and earnings per share

We report earnings per share on two bases, basic and diluted. All basic earnings per share amounts are based on the weighted average number of common shares outstanding during the year. The calculation of diluted earnings per share includes the dilutive effects for the assumed vesting of outstanding restricted stock units and performance share awards.
Our earnings per share (basic and diluted) for 2023, 2022, and 2021 are presented below (in thousands, except per share amounts):
202320222021
Net income $476,347 $631,198 $478,197 
Net loss (income) attributable to noncontrolling interest
377 (729)(1,242)
Adjustment of redeemable noncontrolling interest to redemption value(1,771)(560)46 
Earnings available to common shareholders$474,953 $629,909 $477,001 
Weighted average number of common shares outstanding - basic207,594 223,652 221,504 
Effect of dilutive securities
Restricted stock units
220 535 736 
Performance share awards
133 299 230 
Stock options— — 1 
Weighted average number of common shares outstanding - diluted207,947 224,486 222,471 
Earnings per share - basic$2.29 $2.82 $2.15 
Earnings per share - diluted$2.28 $2.81 $2.14 

Share repurchase program

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, which expired on December 31, 2023. The now terminated Merger Agreement did not permit us to repurchase our common stock. As a result, we suspended share repurchases under this program in February 2022 upon entering into the Merger Agreement and subsequently resumed it after the Merger Agreement was terminated in 2023. In total, 1.7 million shares were repurchased under this program at an average share price of $15.96, for an aggregate cost of $27.9 million. We did not repurchase any shares under the program in 2022 or 2021.

On June 2, 2023, we entered into our first accelerated share repurchase program (the first ASR) with JPMorgan Chase Bank, National Association (JPMorgan). Under the terms of the first ASR, we repurchased $300 million in TEGNA common stock from JPMorgan, with an initial delivery of approximately 15.2 million shares received on June 6, 2023, representing 80% ($240 million) of the value of the first ASR contract. The first ASR program was completed during the third quarter of 2023 at which time JPMorgan delivered an additional 3.1 million shares to us. The final share settlement was based on the average daily volume-weighted average price of TEGNA shares during the term of the first ASR program, less a discount, less the previously delivered 15.2 million shares.

On November 9, 2023, we entered into a second accelerated share repurchase (the second ASR) program with JPMorgan. Under the terms of the ASR, we repurchased $325 million in TEGNA common stock from JPMorgan, with an initial delivery of approximately 17.3 million shares received on November 13, 2023, representing 80% ($260 million) of the value of the second ASR contract. The second ASR program was completed in February 2024, at which time JPMorgan delivered an additional 4.0 million shares to us. The final share settlement was based on the average daily volume-weighted average price of TEGNA shares during the term of the second ASR program, less a discount, less the previously delivered 17.3 million shares.

In December 2023, our Board of Directors authorized a new share repurchase program for up to $650.0 million of our common stock through December 31, 2025.

Employee Awards 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 a percent of revenue 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 eligible 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. In most cases, 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.

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

Employee Awards 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):
202320222021
RSUs$20,931 $16,182 $12,806 
PSAs3,566 14,299 18,709 
Total employee awards stock-based compensation
24,497 30,481 31,515 
Total income tax benefit9,072 10,744 8,082 
Employee awards stock-based compensation net of tax
$15,425 $19,737 $23,433 
 
RSUs: As of December 31, 2023, there was $35.3 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 2.1 years. A summary for the RSUs activity is presented below:

202320222021
RSU
Shares
Weighted
average
fair value
Shares
Weighted
average
fair value
Shares
Weighted
average
fair value
Unvested at beginning of year2,543,732 $17.80 2,842,288 $15.11 2,614,654 $13.09 
Granted2,289,278 16.09 949,022 21.90 1,282,636 17.83 
Vested(1,122,923)16.41 (1,118,395)14.62 (899,282)13.21 
Canceled(244,707)17.78 (129,183)16.39 (155,720)14.56 
Unvested at end of year3,465,380 $17.12 2,543,732 $17.80 2,842,288 $15.11 
PSAs: As of December 31, 2023, there was $5.3 million of unrecognized compensation cost related to non-vested PSAs (holding valuation inputs as of December 31, 2023 constant). This amount will be recognized as expense over a weighted average period of 1.9 years. A summary for the PSAs activity is presented below:

202320222021
PSA
Target number of sharesWeighted average fair valueTarget number of sharesWeighted average fair valueTarget number of sharesWeighted average fair value
Unvested at beginning of year986,104 $18.18 1,015,433 $15.04 1,142,879 $12.87 
Granted642,413 16.33 484,781 21.80 553,090 17.48 
Vested(564,159)16.21 (503,844)15.26 (646,635)13.22 
Canceled(116,337)18.25 (10,266)17.09 (33,901)14.20 
Unvested at end of year948,021 $18.16 986,104 $18.18 1,015,433 $15.04 


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):
2023Retirement Plans
Foreign Currency Translation (1)
Total
Balance at beginning of year$(126,065)$532 $(125,533)
Other comprehensive income before reclassifications
1,769 — 1,769 
Amounts reclassified from AOCL4,154 — 4,154 
Balance at end of year$(120,142)$532 $(119,610)
2022Retirement Plans
Foreign Currency Translation (1)
Available-For-Sale InvestmentTotal
Balance at beginning of year$(113,090)$455 $15,419 $(97,216)
Other comprehensive loss before reclassifications
(16,288)77 — (16,211)
Amounts reclassified from AOCL3,313 — (15,419)(12,106)
Balance at end of year$(126,065)$532 $— $(125,533)

2021Retirement Plans
Foreign Currency Translation (1)
Available-For- Sale Investment
Total
Balance at beginning of year$(120,979)$(97)$— $(121,076)
Other comprehensive income before reclassifications
3,316 552 15,419 19,287 
Amounts reclassified from AOCL4,573 — — 4,573 
Balance at end of year$(113,090)$455 $15,419 $(97,216)
(1) Our entire foreign currency translation adjustment is related to our CareerBuilder investment. We previously recorded our share of foreign currency translation adjustments through our equity method investment, however, accounting for this investment has been suspended as its carrying value has declined to $0.
AOCL components are included in the computation of net periodic post-retirement costs which include pension costs discussed in Note 6 and our other post-retirement benefits (health care and life insurance benefits). Reclassifications out of AOCL related to these post-retirement plans and a realized gain on an available-for-sale investment included the following (in thousands):
202320222021
Amortization of prior service credit$(464)$(481)$(481)
Amortization of actuarial loss6,054 4,639 5,698 
Pension payment timing related charges— 300 946 
Realized gain on available-for-sale investment— (20,800)— 
Total reclassifications, before tax5,590 (16,342)6,163 
Income tax effect(1,436)4,236 (1,590)
Total reclassifications, net of tax$4,154 $(12,106)$4,573