EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Share-Based Compensation Plans In recent years, we have granted both options and restricted stock units to certain of our employees and directors pursuant to our 2008 Stock Incentive Plan, as amended. Options have an exercise price equal to the fair market value of the shares on the date of grant and generally expire 10 years from the date of grant. A restricted stock unit is a contractual right to receive one share of our common stock in the future. Typically, options and time-based restricted stock units vest one-third on each of the first three anniversary dates of the grant; however, certain special retention awards may have different vesting terms. In addition, we grant performance-based options and performance-based restricted stock units that vest subject to the achievement of specified performance goals within a specified timeframe. At December 31, 2018 , assuming outstanding performance-based restricted stock units and options for which performance has not yet been determined will achieve target performance, approximately 5.3 million shares of common stock were available under our 2008 Stock Incentive Plan for future stock option grants and other equity incentive awards, including restricted stock units ( 4.1 million shares remain available if we assume maximum performance for outstanding performance restricted stock units and options for which performance has not yet been determined). The accompanying Consolidated Statements of Operations for the years ended December 31, 2018 , 2017 and 2016 include $46 million , $59 million and $60 million , respectively, of pre-tax compensation costs related to our stock-based compensation arrangements. The table below shows certain stock option and restricted stock unit grants and other awards that comprise the stock-based compensation expense recorded in the year ended December 31, 2018 . Compensation cost is measured by the fair value of the awards on their grant dates and is recognized over the requisite service period of the awards, whether or not the awards had any intrinsic value during the period. Grant Date Awards Exercise Price Per Share Fair Value Per Share at Grant Date Stock-Based Compensation Expense for Year Ended December 31, 2018 (In Thousands) (In Millions) Stock Options: February 28, 2018 593 $ 20.60 $ 8.83 $ 2 September 29, 2017 409 $ 16.43 $ 5.63 2 March 1, 2017 877 $ 18.99 $ 8.52 1 Restricted Stock Units: June 28, 2018 51 $ 34.61 1 May 4, 2018 54 $ 23.53 1 March 29, 2018 293 $ 24.25 3 February 28, 2018 272 $ 20.60 2 March 1, 2017 404 $ 18.99 2 June 30, 2016 113 $ 27.64 1 May 31, 2016 54 $ 28.94 1 March 10, 2016 566 $ 25.50 3 February 25, 2015 1,374 $ 45.63 1 August 25, 2014 460 $ 59.90 4 Other grants 4 USPI Management Equity Plan 18 $ 46 Pursuant to the terms of our stock-based compensation plans, awards granted under the plan vest and may be exercised as determined by the human resources committee of our board of directors. In the event of a change in control, the human resources committee of our board of directors may, at its sole discretion without obtaining shareholder approval, accelerate the vesting or performance periods of the awards. Stock Options The following table summarizes stock option activity during the years ended December 31, 2018 , 2017 and 2016 : Options Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Weighted Average Remaining Life (In Millions) Outstanding at December 31, 2015 1,606,842 $ 22.87 Granted — — Exercised (111,715 ) 17.88 Forfeited/Expired (59,206 ) 18.68 Outstanding at December 31, 2016 1,435,921 $ 22.87 Granted 1,396,307 18.24 Exercised (20,400 ) 4.56 Forfeited/Expired (247,006 ) 24.37 Outstanding at December 31, 2017 2,564,822 $ 20.35 Granted 635,196 21.33 Exercised (619,849 ) 18.19 Forfeited/Expired (317,426 ) 35.30 Outstanding at December 31, 2018 2,262,743 $ 19.12 $ 1 6.7 years Vested and expected to vest at December 31, 2018 2,262,743 $ 19.12 $ 1 6.7 years Exercisable at December 31, 2018 767,037 $ 17.47 $ 1 3.2 years There were 619,849 stock options exercised during the year ended December 31, 2018 with an aggregated intrinsic value of approximately $4 million , and 20,400 stock options exercised in 2017 with an aggregate intrinsic value less than $1 million . There were 635,196 performance-based stock options granted in the year ended December 31, 2018 , and 1,396,307 performance-based stock options granted in the year ended December 31, 2017 . On May 31, 2018 , we granted an aggregate of 31,184 performance-based stock options under our 2008 Stock Incentive Plan to new senior officers. The options will all vest on the third anniversary of the grant date, subject to achieving a closing stock price of at least $44.29 (a 25% premium above the grant date closing stock price of $35.43 ) for at least 20 consecutive trading days within three years of the grant date, and will expire on the tenth anniversary of the grant date. On February 28, 2018 , we granted an aggregate of 604,012 performance-based stock options under our 2008 Stock Incentive Plan to certain of our senior officers. The stock options will all vest on the third anniversary of the grant date because, in the three months ended June 30, 2018, the requirement that our stock close at a price of at least $25.75 (a 25% premium above the grant date closing stock price of $20.60 ) for at least 20 consecutive trading days within three years of the grant date was met; these options will expire on the tenth anniversary of the grant date. On March 1, 2017 , we granted 987,781 stock options to certain of our senior officers. These stock options will all vest on the third anniversary of the grant date because, in the three months ended June 30, 2018, the requirement that our stock close at a price of at least $23.74 (a 25% premium above the grant date closing stock price of $18.99 ) for at least 20 consecutive trading days within three years of the grant date was met; these options will expire on the tenth anniversary of the grant date. On September 29, 2017 , we granted our executive chairman 408,526 performance-based stock options. The options all vested on the first anniversary of the grant date because, in the three months ended June 30, 2018, the requirement that our stock close at a price of at least $20.53 (a 25% premium above the grant date closing stock price of $16.43 ) for at least 30 consecutive trading days within four years of the grant date was met; these options will expire on the fifth anniversary of the grant date. The weighted average estimated fair value of stock options we granted during the year ended December 31, 2018 and 2017 was $9.16 and $7.64 per share, respectively. These fair values were calculated based on each grant date, using a Monte Carlo simulation with the following assumptions: February 28, September 29, March 1, 2018 2017 2017 Expected volatility 46% 46% 49% Expected dividend yield 0% 0% 0% Expected life 6.2 years 3.0 years 6.2 years Expected forfeiture rate 0% 0% 0% Risk-free interest rate 2.72% 1.92% 2.15% The following table summarizes information about our outstanding stock options at December 31, 2018 : Options Outstanding Options Exercisable Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Options Weighted Average Exercise Price $0.00 to $4.569 82,409 0.2 years $ 4.56 82,409 $ 4.56 $4.57 to $19.759 1,285,795 6.7 years $ 18.18 413,960 $ 16.46 $19.76 to $35.430 894,539 7.4 years $ 21.83 270,668 $ 22.94 2,262,743 6.7 years $ 19.12 767,037 $ 17.47 As of December 31, 2018 , 71.5% of all our outstanding options were held by current employees and 28.5% were held by former employees. Of our outstanding options, 21.7% were in-the-money, that is, they had exercise price less than the $17.14 market price of our common stock on December 31, 2018 , and 78.3% were out-of-the-money, that is, they had an exercise price of more than $17.14 as shown in the table below: In-the-Money Options Out-of-the-Money Options All Options Outstanding % of Total Outstanding % of Total Outstanding % of Total Current employees 469,849 95.7 % 1,147,105 64.7 % 1,616,954 71.5 % Former employees 21,086 4.3 % 624,703 35.3 % 645,789 28.5 % Totals 490,935 100.0 % 1,771,808 100.0 % 2,262,743 100.0 % % of all outstanding options 21.7 % 78.3 % 100.0 % Restricted Stock Units The following table summarizes restricted stock unit activity during the years ended December 31, 2018 , 2017 and 2016 : Restricted Stock Units Weighted Average Grant Date Fair Value Per Unit Unvested at December 31, 2015 3,627,232 $ 44.69 Granted 1,626,329 30.05 Vested (1,644,616 ) 42.95 Forfeited (434,412 ) 38.59 Unvested at December 31, 2016 3,174,533 $ 38.75 Granted 714,018 18.25 Vested (1,397,953 ) 35.50 Forfeited (236,610 ) 32.13 Unvested at December 31, 2017 2,253,988 $ 35.20 Granted 765,184 24.74 Vested (995,331 ) 32.63 Forfeited (139,711 ) 36.01 Unvested at December 31, 2018 1,884,130 $ 32.25 In the year ended December 31, 2018 , we granted 765,184 restricted stock units, of which 288,325 will vest and be settled ratably over a three-year period from the grant date, 339,806 will vest and be settled ratably over two-year period from the grant date, and 60,963 will vest and be settled on the third anniversary of the grant date. In addition, in May 2018, we made an annual grant of 54,198 restricted stock units to our non-employee directors for the 2018-2019 board service year, which units vested immediately and will settle in shares of our common stock on the third anniversary of the date of the grant. Because the Board of Directors appointed two new members in May 2018, we made initial grants totaling 3,670 restricted stock units to these directors, as well as prorated annual grants totaling 12,154 restricted stock units. Both the initial grants and the annual grants vested immediately; however, the initial grants will not settle until the directors’ separation from the Board, while the annual grants settle on the third anniversary of the grant date. In addition, we granted 6,068 performance-based restricted stock units to certain of our senior officers; the vesting of these restricted stock units is contingent on our achievement of specified three-year performance goals for the years 2018 to 2020. Provided the goals are achieved, the performance-based restricted stock units will vest and settle on the third anniversary of the grant date. The actual number of performance-based restricted stock units that could vest will range from 0% to 200% of the 6,068 units granted, depending on our level of achievement with respect to the performance goals. In the year ended December 31, 2017 , we granted 714,018 restricted stock units of which 518,229 will vest and be settled ratably over a three -year period from the grant date. In addition, in May 2017, we made an annual grant of 145,179 restricted stock units to our non-employee directors for the 2017-2018 board service year, which units vested immediately and will settle in shares of our common stock on the third anniversary of the date of the grant. Because the Board of Directors appointed three new members, one in October 2017 and two in November 2017, we made initial grants totaling 13,772 restricted stock units to these directors, as well as prorated annual grants totaling 23,935 restricted stock units. Both the initial grants and the annual grants vested immediately; however, the initial grants will not settle until the directors’ separation from the Board, while the annual grants settle on the third anniversary of the grant date. In addition, we granted 12,903 performance-based restricted stock units to certain of our senior officers; the vesting of these restricted stock units is contingent on our achievement of specified three-year performance goals for the years 2017 to 2019. Provided the goals are achieved, the performance-based restricted stock units will vest and settle on the third anniversary of the grant date. The actual number of performance-based restricted stock units that could vest will range from 0% to 200% of the 12,903 units granted, depending on our level of achievement with respect to the performance goals. As of December 31, 2018 , there were $18 million of total unrecognized compensation costs related to restricted stock units. These costs are expected to be recognized over a weighted average period of 1.5 years. USPI Management Equity Plan USPI maintains a separate management equity plan whereby it has granted non-qualified options to purchase nonvoting shares of USPI’s outstanding common stock to eligible plan participants, allowing the recipient to participate in the incremental growth in the value of USPI from the applicable grant date. The total pool of options consists of approximately 10% of USPI’s fully diluted outstanding common stock. Options have an exercise price equal to the estimated fair market value of USPI’s common stock on the date of grant, and expire upon the earlier of seven years from the date of grant or July 2022 . The option awards have been structured such that they have a three or four year vesting period in which half of the award vests in equal pro-rata amounts over the applicable vesting period and the remaining half vests at the end of the applicable three or four year period. Any unvested awards are forfeited upon the recipient’s termination of service with USPI and vested options must be exercised within 90 days of termination. Once an award is exercised, the recipient must hold the underlying shares for at least six months plus one day and then is eligible to sell the underlying shares to USPI at their estimated fair market value. USPI is only required to purchase any of these eligible nonvoting common shares during a three months window in the third quarter of each calendar year. In addition, at any time after the earlier of (i) July 2022 , or (ii) one year and seven days after all of the options have become exercisable, USPI has the right, but not the obligation, to purchase from each holder of the outstanding shares of nonvoting common stock all or a portion of such shares at their estimated fair market value, provided the shares have been held for the requisite holding period. Payment for USPI’s purchase of any eligible nonvoting common shares may be made in cash or in shares of Tenet’s common stock. The accompanying Consolidated Statement of Operations for the years ended December 31, 2018 , 2017 and 2016 includes $18 million , $13 million and $10 million , respectively, of pre-tax compensation costs related to USPI’s management equity plan. Employee Stock Purchase Plan We have an employee stock purchase plan under which we are currently authorized to issue up to 5,062,500 shares of common stock to our eligible employees. As of December 31, 2018 , there were approximately 3.2 million shares available for issuance under our employee stock purchase plan. Under the terms of the plan, eligible employees may elect to have between 1% and 10% of their base earnings withheld each quarter to purchase shares of our common stock. Shares are purchased at a price equal to 95% of the closing price on the last day of the quarter. The plan requires a one-year holding period for all shares issued. The holding period does not apply upon termination of employment. Under the plan, no individual may purchase, in any year, shares with a fair market value in excess of $25,000 . The plan is currently not considered to be compensatory. We sold the following numbers of shares under our employee stock purchase plan in the years ended December 31, 2018 , 2017 and 2016 : Years Ended December 31, 2018 2017 2016 Number of shares 228,045 395,957 217,184 Weighted average price $ 22.96 $ 17.28 $ 17.21 Employee Retirement Plans Substantially all of our employees, upon qualification, are eligible to participate in one of our defined contribution 401(k) plans. Under the plans, employees may contribute a portion of their eligible compensation, and we match such contributions annually up to a maximum percentage for participants actively employed, as defined by the plan documents. Employer matching contributions will vary by plan. Plan expenses, primarily related to our contributions to the plans, were $99 million , $128 million and $116 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Such amounts are reflected in salaries, wages and benefits in the accompanying Consolidated Statements of Operations. We maintain three frozen non-qualified defined benefit pension plans (“SERPs”) that provide supplemental retirement benefits to certain of our current and former executives. These plans are not funded, and plan obligations for these plans are paid from our working capital. Pension benefits are generally based on years of service and compensation. Upon completing the acquisition of Vanguard Health Systems, Inc. on October 1, 2013, we assumed a frozen qualified defined benefit plan (“DMC Pension Plan”) covering substantially all of the employees of our Detroit market that were hired prior to June 1, 2003. The benefits paid under the DMC Pension Plan are primarily based on years of service and final average earnings. During the years ended December 31, 2018 and 2017 , the Society of Actuaries issued new mortality improvement scales (MP-2018 and MP‑2017, respectively), which we incorporated into the estimates of our defined benefit plan obligations at December 31, 2018 and 2017 . These changes to our mortality assumptions decreased our projected benefit obligations as of December 31, 2018 and 2017 by approximately $4 million and $10 million , respectively. The following tables summarize the balance sheet impact, as well as the benefit obligations, funded status and rate assumptions associated with the SERPs and the DMC Pension Plan based on actuarial valuations prepared as of December 31, 2018 and 2017 : December 31, 2018 2017 Reconciliation of funded status of plans and the amounts included in the Consolidated Balance Sheets: Projected benefit obligations (1) Beginning obligations $ (1,455 ) $ (1,475 ) Service cost (2 ) (2 ) Interest cost (56 ) (62 ) Actuarial gain (loss) 90 (31 ) Benefits paid 122 120 Special termination benefit costs — (5 ) Ending obligations (1,301 ) (1,455 ) Fair value of plans assets Beginning plan assets 850 786 Gain (loss) on plan assets (65 ) 122 Employer contribution 47 43 Benefits paid (101 ) (101 ) Ending plan assets 731 850 Funded status of plans $ (570 ) $ (605 ) Amounts recognized in the Consolidated Balance Sheets consist of: Other current liability $ (49 ) $ (69 ) Other long-term liability $ (521 ) $ (536 ) Accumulated other comprehensive loss $ 281 $ 266 SERP Assumptions: Discount rate 4.50 % 3.75 % Compensation increase rate 3.00 % 3.00 % Measurement date December 31, 2018 December 31, 2017 DMC Pension Plan Assumptions: Discount rate 4.62 % 4.00 % Compensation increase rate Frozen Frozen Measurement date December 31, 2018 December 31, 2017 (1) The accumulated benefit obligation at December 31, 2018 and 2017 was approximately $1.299 billion and $1.448 billion , respectively. The components of net periodic benefit costs and related assumptions are as follows: Years Ended December 31, 2018 2017 2016 Service costs $ 2 $ 2 $ 2 Interest costs 56 62 69 Expected return on plan assets (54 ) (50 ) (51 ) Amortization of net actuarial loss 14 14 12 Net periodic benefit cost $ 18 $ 28 $ 32 SERP Assumptions: Discount rate 3.75 % 4.25 % 4.75 % Long-term rate of return on assets n/a n/a n/a Compensation increase rate 3.00 % 3.00 % 3.00 % Measurement date January 1, 2018 January 1, 2017 January 1, 2016 Census date January 1, 2018 January 1, 2017 January 1, 2016 DMC Pension Plan Assumptions: Discount rate 4.00 % 4.42 % 4.67 % Long-term rate of return on assets 6.50 % 6.50 % 6.50 % Compensation increase rate Frozen Frozen Frozen Measurement date January 1, 2018 January 1, 2017 January 1, 2016 Census date January 1, 2018 January 1, 2017 January 1, 2016 Net periodic benefit costs for the current year are based on assumptions determined at the valuation date of the prior year for the SERPs and the DMC Pension Plan. As a result of the adoption of ASU 2017-07 discussed in Note 1, we recognized service costs in salaries, wages and benefits expense, and recognized other components of net periodic benefit cost in other non-operating expense, net, in the accompanying Consolidated Statements of Operations. We recorded gain (loss) adjustments of $(15) million , $56 million and $(61) million in other comprehensive income (loss) in the years ended December 31, 2018 , 2017 and 2016 , respectively, to recognize changes in the funded status of our SERPs and the DMC Pension Plan. Changes in the funded status are recorded as a direct increase or decrease to shareholders’ equity through accumulated other comprehensive loss. Net actuarial gains (losses) of $(29) million , $42 million and $(73) million were recognized during the years ended December 31, 2018 , 2017 and 2016 , respectively, and the amortization of net actuarial loss of $14 million , $14 million and $12 million for the years ended December 31, 2018 , 2017 and 2016 , respectively, were recognized in other comprehensive income (loss). Cumulative net actuarial losses of $281 million , $266 million and $322 million as of December 31, 2018 , 2017 and 2016 , respectively, and unrecognized prior service costs of less than $1 million as of each of the years ended December 31, 2018 , 2017 and 2016 have not yet been recognized as components of net periodic benefit cost. To develop the expected long-term rate of return on plan assets assumption, the DMC Pension Plan considers the current level of expected returns on risk-free investments (primarily government bonds), the historical level of risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns on each asset class. The expected return for each asset class is then weighted based on the target asset allocation to develop the expected long-term rate of return on assets assumption for the portfolio. The weighted-average asset allocations by asset category as of December 31, 2018 , were as follows: Asset Category Target Actual Cash and cash equivalents 2 % 2 % U.S. government obligations — % 2 % Equity securities 64 % 65 % Debt securities 34 % 31 % Alternative investments 1 % 1 % The DMC Pension Plan assets are invested in separately managed portfolios using investment management firms. The objective for all asset categories is to maximize total return without assuming undue risk exposure. The DMC Pension Plan maintains a well-diversified asset allocation that best meets these objectives. The DMC Pension Plan assets are largely comprised of equity securities, which include companies with various market capitalization sizes in addition to international and convertible securities. Cash and cash equivalents are comprised of money market funds. Debt securities include domestic and foreign government obligations, corporate bonds, and mortgage-backed securities. Under the investment policy of the DMC Pension Plan, investments in derivative securities are not permitted for the sole purpose of speculating on the direction of market interest rates. Included in this prohibition are leveraging, shorting, swaps, futures, options, forwards and similar strategies. In each investment account, the DMC Pension Plan investment managers are responsible for monitoring and reacting to economic indicators, such as gross domestic product, consumer price index and U.S. monetary policy that may affect the performance of their account. The performance of all managers and the aggregate asset allocation are formally reviewed on a quarterly basis, with a rebalancing of the asset allocation occurring at least once per year. The current asset allocation objective is to maintain a certain percentage with each class allowing for a 10% deviation from the target. The following tables summarize the DMC Pension Plan assets measured at fair value on a recurring basis as of December 31, 2018 and 2017 , aggregated by the level in the fair value hierarchy within which those measurements are determined. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. We consider a security that trades at least weekly to have an active market. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices for similar assets, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. December 31, 2018 Level 1 Level 2 Level 3 Cash and cash equivalents $ 33 $ 33 $ — $ — U.S. government obligations 9 9 — — Equity securities 423 423 — — Fixed income funds 262 262 — — Futures contracts 4 4 — — $ 731 $ 731 $ — $ — December 31, 2017 Level 1 Level 2 Level 3 Cash and cash equivalents $ 49 $ 49 $ — $ — U.S. government obligations 5 5 — — Equity securities 488 488 — — Fixed income funds 308 308 — — $ 850 $ 850 $ — $ — The following table presents the estimated future benefit payments to be made from the SERPs and the DMC Pension Plan, a portion of which will be funded from plan assets, for the next five years and in the aggregate for the five years thereafter: Years Ending December 31, Five Years Total 2019 2020 2021 2022 2023 Thereafter Estimated benefit payments $ 897 $ 86 $ 89 $ 90 $ 91 $ 91 $ 450 The SERP and DMC Pension Plan obligations of $570 million at December 31, 2018 are classified in the accompanying Consolidated Balance Sheet as an other current liability ( $49 million ) and defined benefit plan obligations ( $521 million ) based on an estimate of the expected payment patterns. We expect to make total contributions to the plans of approximately $49 million for the year ending December 31, 2019 |