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Note 13. Common Stock and Stock-based Compensation
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Share-based Payment Arrangement [Text Block]
Stockholders' Equity
Repurchase Agreements with ValueAct
On April 29, 2021, we entered into a stock repurchase agreement with ValueAct Capital Master Fund, L.P. (“ValueAct”), the Company's then-largest shareholder and a related party, to repurchase 8.1 million shares of our common stock for $27.47 per share, for an aggregate purchase price of $222.5 million, in a privately negotiated transaction. The price per share represents a discount of 3.5% from the closing price for a share of common stock on the New York Stock Exchange on April 29, 2021. The repurchase from ValueAct was approved by our Board of Directors separately from, and did not reduce the authorized amount remaining under, the previous share repurchase program described below.
On December 31, 2021, we entered into an additional stock repurchase agreement with ValueAct to repurchase 8.8 million shares of our common stock for $28.49 per share, for an aggregate purchase price of $250.0 million, in a privately negotiated transaction. The price per share represents a discount of 3.5% from the closing price for a share of common stock on the New York Stock Exchange on December 30, 2021. The repurchase from ValueAct was approved by our Board of Directors separately from, and did not reduce the authorized amount remaining under, the existing share repurchase program described below.
New Share Repurchase Authorization
In September 2021, our Board of Directors authorized a new share repurchase program effective September 9, 2021 through December 31, 2022. The new share repurchase program authorizes the Company to repurchase up to $250.0 million of its common stock. In December 2021, we entered into an accelerated share repurchase agreement (the "ASR") to repurchase $125.0 million of our common stock. Approximately 3.3 million shares repurchased as part of the ASR on December 31, 2021 were delivered to the Company in January 2022 in accordance with normal settlement practices, representing approximately 80% of the total notional value of the ASR. The ASR is expected to be completed during the third quarter of 2022, at which time any remaining shares will be delivered to the Company. Approximately $73.1 million of the share repurchase program will remain after the completion of the ASR. Share repurchase activity under the authorized program is as follows:
Shares RepurchasedRemaining Authorization to Repurchase
PeriodNumber of sharesCost
(in millions)		Cost
(in millions)
September 9, 2021 Authorization$250.0 
September 9, 2021 through September 30, 2021— $— $250.0 
October 1, 2021 through December 31, 20215,155,491 151.9 $98.1 
Total5,155,491 $151.9 
Previous Share Repurchase Authorization
In October 2020, our Board of Directors authorized a share repurchase program effective October 23, 2020 through December 31, 2021. The share repurchase program authorized the Company to repurchase up to $250.0 million of its common stock and was completed in the third quarter of 2021. Share repurchase activity under this program is as follows:
Shares RepurchasedRemaining Authorization to Repurchase
PeriodNumber of sharesCost
(in millions)		Cost
(in millions)
October 23, 2020 Authorization$250.0 
October 23, 2020 through December 31, 20202,974,922 $67.8 $182.2 
January 1, 2021 through March 31, 20211,291,860 36.8 $145.4 
April 1, 2021 through June 30, 20212,440,793 68.3 $77.1 
July 1, 2021 through September 30, 20212,815,307 77.1 $— 
Total9,522,882 $250.0 
Shares repurchased as part of the ASR on December 31, 2021, totaling $100.0 million, were delivered to the Company in January 2022 in accordance with normal settlement practices. During the years ended December 31, 2021, 2020, and 2019, share repurchases totaled 28.5 million, 9.3 million, and 13.7 million shares, respectively, at a cost of approximately $806.6 million, $193.1 million, and $294.7 million, respectively.
Shareholders' Equity and Share-based Payments [Text Block]
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, 2021, a total of 1,951,736 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. Our stock options have contractual terms of ten years and become exercisable over a three-year period.
Stock-Based Compensation Expense
The cost of employee services received in exchange for awards of equity instruments is referred to as stock-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 $20.7 million, $25.4 million, and $27.8 million for the years ended December 31, 2021, 2020, and 2019, respectively.
The income tax benefit related to stock-based compensation expense was $10.7 million, $0.4 million, and $6.6 million for the years ended December 31, 2021, 2020, and 2019, respectively.
Stock Options
Expense related to stock options is recognized on a straight-line basis over the vesting period. No options were exercisable at December 31, 2021.
Number of SharesWeighted Average Grant-Date Fair Value per AwardWeighted Average Remaining Contractual Terms (Years)Aggregate Intrinsic Value
(in millions)
Options outstanding at December 31, 2020
300,000 $5.26 
Granted— $— 
Exercised— $— 
Cancelled— $— 
Options outstanding at December 31, 2021
300,000 $5.26 8.1$2.6 
At December 31, 2021, unrecognized compensation expense related to stock options totaled $0.6 million, which will be recognized over a weighted average period of 1.1 years. The weighted average exercise price of stock options outstanding as of December 31, 2021 was $21.61.
The fair value of the stock options granted during the year ended December 31, 2020 was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:
Year Ended December 31, 2020
Exercise price$21.61 
Risk-free interest rate1.48 %
Expected life (in years)6.50
Equity volatility35.00 %
Dividend yield3.42 %
Restricted Stock
Restricted share awards consist of restricted stock and restricted stock units ("RSUs"). Expense related to RSUs issued to eligible employees under the Plan is recognized ratably over the vesting period, generally between three years and four years. Certain restricted stock and RSUs 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. Beginning in 2020, certain RSU grants provide for full vesting when the award recipients retire having reached 60 years of age and having provided at least 10 years of service to the Company, provided that the awards remain outstanding for a period of at least six months from the date of grant. The expense for these awards is recognized over the applicable service period for each of the eligible award recipients. Expense related to restricted stock awards ("RSAs") and RSUs 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, 2020
3,798,431 $20.06 
Granted663,216 $28.41 
Vested(1,307,435)$19.27 
Forfeited(464,647)$22.45 
Restricted share awards outstanding at December 31, 2021 (1)
2,689,565 $22.09 
(1) The balance of restricted share awards outstanding at December 31, 2021 includes approximately 0.5 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, 2021, unrecognized compensation expense related to restricted share awards totaled $24.2 million, which will be recognized over a weighted average period of 2.7 years. The total grant-date fair value of shares vested and released during the years ended December 31, 2021, 2020, and 2019 was $25.2 million, $39.1 million, and $26.4 million, respectively. The weighted average grant-date fair value of restricted share awards granted during the years ended December 31, 2021, 2020, and 2019 was $28.41, $18.62, and $22.20 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, 2020
1,235,172 $24.17 
Granted240,931 $30.85 
Vested(221,513)$32.37 
Forfeited(99,309)$32.37 
Performance units outstanding at December 31, 2021
1,155,281 $23.28 
At December 31, 2021, unrecognized compensation expense related to performance units totaled $6.8 million, which will be recognized over a weighted average period of 1.2 years. The total grant-date fair value of performance units vested and released during the years ended December 31, 2021 and 2020 was $7.2 million and $0.1 million, respectively. There were no performance units vested during the year ended December 31, 2019. The weighted average grant-date fair value of performance units granted during the years ended December 31, 2021, 2020, and 2019 was $30.85, $20.31, and $22.22 per share, respectively.