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Note 13. Common Stock and Stock-based Compensation

12 Months Ended

Dec. 31, 2019

Common Stock and Stock-based Compensation [Abstract]

Shareholders' Equity and Share-based Payments [Text Block]

Note 13. Common Stock and Stock-Based Compensation

Stockholders' Equity

In December 2017, our Board of Directors authorized a $500 million share repurchase program effective January 1, 2018 through December 31, 2019. On November 16, 2018, we entered into an accelerated share repurchase program (the "ASR Program") to repurchase $350 million of the Company's common stock. The $350 million notional value of the ASR Program represented the entire remaining amount that was available to us under the share repurchase program that was in effect at that time. The ASR Program was completed in March 2019.

In March 2019, our Board of Directors authorized a new share repurchase program effective March 7, 2019 through December 31, 2020. The new share repurchase program authorizes the Company to repurchase up to $350.0 million of its common stock, not to exceed 13.7 million shares. The share repurchase program is designed to meet certain IRS safe harbor guidelines associated with our spin-off of Arcosa, which was completed on November 1, 2018.

During the years ended December 31, 2019, 2018, and 2017, we repurchased 13.7 million, 17.2 million, and 2.8 million shares, respectively, at a cost of approximately $294.7 million, $430.1 million, and $85.4 million, respectively. The total for the year ended December 31, 2019 includes 2.6 million shares at a cost of approximately $70.0 million representing the final settlement of the ASR Program, which was funded in November 2018 but a portion of which remained outstanding as of December 31, 2018. As of December 31, 2019, the Company had a remaining authorization to repurchase up to $125.3 million, not to exceed 2.6 million shares, of its common stock under the current repurchase program.

Stock-Based Compensation

Stock Award Plans

Our 2004 Fourth Amended and Restated Stock Option and Incentive Plan (the "Plan”) provides for awarding 20,150,000 (adjusted for stock splits) shares of common stock plus (i) shares covered by forfeited, expired, and canceled options granted under prior plans; and (ii) shares tendered as full or partial payment for the purchase price of an award or to satisfy tax withholding obligations. At December 31, 2019, a total of 2,737,464 shares were available for issuance. The Plan provides for the granting of nonqualified and incentive stock options having maximum ten-year terms to purchase common stock at its market value on the award date; stock appreciation rights based on common stock fair market values with settlement in common stock or cash; restricted stock awards; restricted stock units; and performance awards with settlement in common stock or cash on achievement of specific business objectives. Options become exercisable in various percentages over periods ranging up to five years.

Stock-Based Compensation Expense

The cost of employee services received in exchange for awards of equity instruments is referred to as share-based compensation and is based on the grant date fair-value of those awards. Stock-based compensation includes compensation expense, recognized over the applicable vesting periods, for share-based awards. Stock-based compensation expense totaled $29.2 million, $29.3 million, and $24.6 million for the years ended December 31, 2019, 2018, and 2017, respectively.

The income tax benefit related to stock-based compensation expense was $6.6 million, $7.7 million, and $14.5 million for the years ended December 31, 2019, 2018, and 2017, respectively.

Restricted Stock

Restricted share awards consist of restricted stock and restricted stock units. Restricted stock and restricted stock units generally vest for periods ranging from one to fifteen years from the date of grant. Certain restricted stock and restricted stock units vest in their entirety upon the employee's retirement from the Company, taking into consideration the employee's age and years of service to the Company, as defined more specifically in our benefit plans. Restricted stock and restricted stock units granted to non-employee directors under the Plan generally vest one year from the grant date and are released at that time or upon completion of the directors' service to the Company. Expense related to restricted stock units issued to eligible employees under the Plan is recognized ratably over the vesting period, generally between three years and four years. Expense related to restricted stock awards granted to non-employee directors under the Plan is recognized ratably over the vesting period, generally one year. Forfeitures are recognized as a reduction to expense in the period in which they occur.



	Number of Restricted Share Awards		Weighted Average Grant-Date Fair Value per Award
Restricted share awards outstanding at December 31, 2018	5,633,434		$	21.06
Granted	978,056		22.20
Vested	(1,270,190	)	21.90
Forfeited	(285,839	)	22.49
Restricted share awards outstanding at December 31, 2019 ⁽¹⁾	5,055,461		$	20.99

⁽¹⁾ The balance of restricted share awards outstanding at December 31, 2019 includes approximately 0.8 million restricted shares for Arcosa employees that were converted under the shareholder method at the time of the Arcosa spin-off. These restricted shares will be released to Arcosa employees upon vesting, but as of the spin-off date, Trinity no longer records the compensation expense associated with these shares.

At December 31, 2019, unrecognized compensation expense related to restricted share awards totaled $39.2 million, which will be recognized over a weighted average period of 2.8 years. The total grant-date fair value of shares vested and released during the years ended December 31, 2019, 2018, and 2017 was $26.4 million, $30.1 million, and $28.2 million, respectively. The weighted average grant-date fair value of restricted share awards granted during the years ended December 31, 2019, 2018, and 2017 was $22.20, $25.52, and $23.28 per share, respectively.

Performance Units

Performance units are granted to employees based upon a target level; however, depending upon the achievement of certain specified goals during the performance period, performance units may be adjusted to a level ranging between 0% and 200% of the target level. The performance units vest upon certification by the Human Resources Committee of the Board of Directors of the achievement of the specified performance goals. Expense related to performance units is recognized ratably from their award date to the end of the performance period, generally three years. Forfeitures are recognized as a reduction to expense in the period in which they occur.



	Number of Performance Units	Weighted Average Grant-Date Fair Value per Award
Performance units outstanding at December 31, 2018	324,368	$	32.37
Granted	476,394	22.22
Vested	—	—
Forfeited	—	—
Performance units outstanding at December 31, 2019	800,762	$	26.33

At December 31, 2019, unrecognized compensation expense related to performance units totaled $11.3 million, which will be recognized over a weighted average period of 1.7 years. The total vesting-date fair value of performance units vested and released during the year ended December 31, 2017 was $22.0 million. There were no performance units vested during the years ended December 31, 2019 and 2018. The weighted average grant-date fair value of performance units granted during the years ended December 31, 2019 and 2018 was $22.22 and $32.37 per share, respectively. The performance units granted during the year ended December 31, 2017 were converted to time-based restricted stock units in connection with the Arcosa spin-off.

Stockholders' Equity, Policy [Policy Text Block]