EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Share-Based Compensation Plans In recent years, we have granted options and restricted stock units to certain of our employees and directors pursuant to our stock incentive plans. 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, and the fair value of the restricted stock unit is based on our share price on the grant date. 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 time frame. At December 31, 2019 , assuming outstanding performance-based restricted stock units and options for which performance has not yet been determined will achieve target performance, approximately 8.2 million shares of common stock were available under our 2019 Stock Incentive Plan for future stock option grants and other equity incentive awards, including restricted stock units. The accompanying Consolidated Statements of Operations for the years ended December 31, 2019 , 2018 and 2017 include $42 million , $46 million and $59 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, 2019 . 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, 2019 (In Thousands) (In Millions) Stock Options: February 27, 2019 210 $ 28.26 $ 12.49 $ 1 February 28, 2018 442 $ 20.60 $ 8.83 1 March 1, 2017 821 $ 18.99 $ 8.52 1 Restricted Stock Units: July 9, 2019 94 $ 18.55 1 May 3, 2019 100 $ 16.18 2 February 27, 2019 800 $ 28.26 9 January 31, 2019 318 $ 21.99 2 June 28, 2018 51 $ 34.61 1 March 29, 2018 293 $ 24.25 4 February 28, 2018 204 $ 20.60 2 March 1, 2017 383 $ 18.99 2 August 25, 2014 456 $ 59.90 3 Other grants 2 USPI Management Equity Plan 11 $ 42 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, 2019 , 2018 and 2017 : Options Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Weighted Average Remaining Life (In Millions) 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 Granted 230,713 28.28 Exercised (306,427 ) 18.05 Forfeited/Expired (226,037 ) 20.21 Outstanding at December 31, 2019 1,960,992 $ 20.24 $ 35 6.1 years Vested and expected to vest at December 31, 2019 1,960,992 $ 20.24 $ 35 6.1 years Exercisable at December 31, 2019 454,360 $ 17.26 $ 9 2.7 years There were 306,427 stock options exercised during the year ended December 31, 2019 with an aggregated intrinsic value of approximately $3 million , and 619,849 stock options exercised in 2018 with an aggregate intrinsic value of approximately $4 million . There were 230,713 performance-based stock options granted in the year ended December 31, 2019 , and 635,196 performance-based stock options granted in the year ended 2018 . On March 29, 2019 , we granted an aggregate of 7,862 performance-based stock options to a senior officer. The options will all vest on the third anniversary of the grant date, subject to the achievement of a closing stock price of at least $36.05 (a 25% premium above the March 29, 2019 grant-date closing stock price of $28.84 ) 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 27, 2019 , we granted to certain of our senior officers an aggregate of 222,851 performance-based stock options. The options will all vest on the third anniversary of the grant date, subject to the achievement of a closing stock price of at least $35.33 (a 25% premium above the February 27, 2019 grant-date closing stock price of $28.26 ) 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 May 31, 2018 , we granted new senior officers 31,184 performance-based stock options. 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 May 31, 2018 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 to certain of our senior officers an aggregate of 604,012 performance-based stock options. 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 February 28, 2018 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. At December 31, 2019 , there were $4 million of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 1.6 years . The weighted average estimated fair value of stock options we granted during the years ended December 31, 2019 and 2018 was $12.50 and $9.16 per share, respectively. These fair values were calculated based on each grant date, using a Monte Carlo simulation with the following assumptions: February 27, February 28, 2019 2018 Expected volatility 48% 46% Expected dividend yield 0% 0% Expected life 6.2 years 6.2 years Expected forfeiture rate 0% 0% Risk-free interest rate 2.53% 2.72% The expected volatility used for the 2019 and 2018 Monte Carlo simulations incorporates historical volatility based on an analysis of historical prices of our stock. The expected volatility reflects the historical volatility for a duration consistent with the expected life of the options; it does not consider the implied volatility from open-market exchanged options due to the limited trading activity and the transient nature of factors impacting our stock price volatility. The historical share-price volatility for 2019 and 2018 excludes the movements in our stock price for the period from August 15, 2017 through November 30, 2017 due to impact that the announcement of the departure of certain board members and officers, as well as reports that we were exploring a potential sale of the company, had on our stock price during that time. The risk-free interest rates are based on zero-coupon United States Treasury yields in effect at the date of grant consistent with the expected exercise time frames. The following table summarizes information about our outstanding stock options at December 31, 2019 : 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 $16.43 to $19.759 1,224,289 5.2 years $ 18.14 408,526 $ 16.43 $19.76 to $35.430 736,703 7.5 years 23.74 45,834 24.63 1,960,992 6.1 years $ 20.24 454,360 $ 17.26 As of December 31, 2019 , 61.2% of all our outstanding options were held by current employees and 38.8% were held by former employees. Of our outstanding options, 100% were in-the-money, that is, they had exercise price less than the $38.03 market price of our common stock on December 31, 2019 . There were no options out-of-the-money. In-the-Money Options Out-of-the-Money Options All Options Outstanding % of Total Outstanding % of Total Outstanding % of Total Current employees 1,199,274 61.2 % — — % 1,199,274 61.2 % Former employees 761,718 38.8 % — — % 761,718 38.8 % Totals 1,960,992 100.0 % — — % 1,960,992 100.0 % % of all outstanding options 100.0 % — % 100.0 % Restricted Stock Units The following table summarizes restricted stock unit activity during the years ended December 31, 2019 , 2018 and 2017 : Restricted Stock Units Weighted Average Grant Date Fair Value Per Unit 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 Granted 1,481,021 27.87 Vested (1,562,191 ) 36.45 Forfeited (339,461 ) 24.74 Unvested at December 31, 2019 1,463,499 $ 25.08 In the year ended December 31, 2019 , we granted an aggregate of 1,481,021 restricted stock units. Of these, 337,848 will vest and be settled ratably over a three -year period from the grant date, 566,172 will vest and be settled ratably over 9 quarterly periods from the grant date, and 353,354 will vest and be settled on the third anniversary of the grant date. In addition, in May 2019, we made an annual grant of 100,444 restricted stock units to our non-employee directors for the 2019-2020 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. The board of directors appointed two new members, one in August 2019 and one in October 2019. We made initial grants totaling 5,569 restricted stock units to these directors, as well as prorated annual grants totaling 13,257 restricted stock units. Both the initial grants and the annual grants vested immediately, however, the initial grants settle upon separation from the board, while the annual grants settle on the third anniversary of the grant date. We also granted 7,427 additional restricted stock units that vested and settled immediately as a result of our level of achievement with respect to a performance goal on a 2013 grant and 96,950 additional restricted stock units as a result of our level of achievement with respect to a performance goal on 2014 grants. 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. As of December 31, 2019 , there were $25 million of total unrecognized compensation costs related to restricted stock units. These costs are expected to be recognized over a weighted average period of 1.6 years . USPI Management Equity Plan As described in Note 25, USPI’s prior equity compensation plan was terminated in February 2020, and in accordance with the terms of that plan, all vested options or shares of USPI stock acquired upon exercise of an option will be repurchased by USPI at their estimated fair value. At December 31, 2019 , USPI maintained a separate management equity plan whereby it had granted non-qualified options to purchase nonvoting shares of USPI’s outstanding common stock to eligible plan participants, allowing the recipient to participate in incremental growth in the value of USPI from the applicable grant date. Under this plan, the total pool of options consisted of approximately 10% of USPI’s fully diluted outstanding common stock. Options had an exercise price equal to the estimated fair market value of USPI’s common stock on the date of grant. The option awards were structured such that they had a three or four year vesting period in which half of the award vested in equal pro-rata amounts over the applicable vesting period and the remaining half vested at the end of the applicable three or four year period. Any unvested awards were forfeited upon the participant’s termination of service with USPI, and vested options were required to have been exercised within 90 days of termination. Once an award was exercised and the requisite holding period met, the participant was eligible to sell the underlying shares to USPI at their estimated fair market value. Payment for USPI’s purchase of any eligible nonvoting common shares could be made in cash or in shares of Tenet’s common stock. The accompanying Consolidated Statement of Operations for the years ended December 2019 , 2018 and 2017 includes $11 million , $18 million and $13 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, 2019 , there were approximately 3.0 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, 2019 , 2018 and 2017 : Years Ended December 31, 2019 2018 2017 Number of shares 215,422 228,045 395,957 Weighted average price $ 24.44 $ 22.96 $ 17.28 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 $127 million , $99 million and $128 million for the years ended December 31, 2019 , 2018 and 2017 , 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 year ended December 31, 2019 , the Society of Actuaries issued a new mortality base table (Pri-2012), which we incorporated into the estimates of our defined benefit plan obligations at December 31, 2019 . During the years ended December 31, 2019 and 2018 , the Society of Actuaries issued new mortality improvement scales (MP-2019 and MP‑2018, respectively), which we incorporated into the estimates of our defined benefit plan obligations at December 31, 2019 and 2018 . These changes to our mortality assumptions decreased our projected benefit obligations as of December 31, 2019 and 2018 by approximately $14 million and $4 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, 2019 and 2018 : December 31, 2019 2018 Reconciliation of funded status of plans and the amounts included in the Consolidated Balance Sheets: Projected benefit obligations (1) Beginning obligations $ (1,301 ) $ (1,455 ) Service cost — (2 ) Interest cost (58 ) (56 ) Actuarial gain (loss) (132 ) 90 Benefits paid 123 122 Special termination benefit costs (1 ) — Ending obligations (1,369 ) (1,301 ) Fair value of plans assets Beginning plan assets 731 850 Gain (loss) on plan assets 128 (65 ) Employer contribution 33 47 Benefits paid (102 ) (101 ) Ending plan assets 790 731 Funded status of plans $ (579 ) $ (570 ) Amounts recognized in the Consolidated Balance Sheets consist of: Other current liability $ (19 ) $ (49 ) Other long-term liability $ (560 ) $ (521 ) Accumulated other comprehensive loss $ 323 $ 281 SERP Assumptions: Discount rate 3.50 % 4.50 % Compensation increase rate 3.00 % 3.00 % Measurement date December 31, 2019 December 31, 2018 DMC Pension Plan Assumptions: Discount rate 3.60 % 4.62 % Compensation increase rate Frozen Frozen Measurement date December 31, 2019 December 31, 2018 (1) The accumulated benefit obligation at December 31, 2019 and 2018 was approximately $1.367 billion and $1.299 billion , respectively. The components of net periodic benefit costs and related assumptions are as follows: Years Ended December 31, 2019 2018 2017 Service costs $ — $ 2 $ 2 Interest costs 58 56 62 Expected return on plan assets (46 ) (54 ) (50 ) Amortization of net actuarial loss 10 14 14 Special termination benefit costs 1 — — Net periodic benefit cost $ 23 $ 18 $ 28 SERP Assumptions: Discount rate 4.50 % 3.75 % 4.25 % 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, 2019 January 1, 2018 January 1, 2017 Census date January 1, 2019 January 1, 2018 January 1, 2017 DMC Pension Plan Assumptions: Discount rate 4.62 % 4.00 % 4.42 % Long-term rate of return on assets 6.50 % 6.50 % 6.50 % Compensation increase rate Frozen Frozen Frozen Measurement date January 1, 2019 January 1, 2018 January 1, 2017 Census date January 1, 2019 January 1, 2018 January 1, 2017 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 $(42) million , $(15) million and $56 million in other comprehensive income (loss) in the years ended December 31, 2019 , 2018 and 2017 , 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 $(52) million , $(29) million and $42 million were recognized during the years ended December 31, 2019 , 2018 and 2017 , respectively, and the amortization of net actuarial loss of $10 million , $14 million and $14 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, were recognized in other comprehensive income (loss). Cumulative net actuarial losses of $323 million , $281 million and $266 million as of December 31, 2019 , 2018 and 2017 , respectively, and unrecognized prior service costs of less than $1 million as of each of the years ended December 31, 2019 , 2018 and 2017 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, 2019 , were as follows: Asset Category Target Actual Cash and cash equivalents 2 % 2 % U.S. government obligations — % 2 % Equity securities 65 % 64 % Debt securities 33 % 32 % Alternative investments — % — % 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, 2019 and 2018 , 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, 2019 Level 1 Level 2 Level 3 Cash and cash equivalents $ 37 $ 37 $ — $ — U.S. government obligations 9 9 — — Equity securities 461 461 — — Fixed income funds 283 283 — — Futures contracts — — — — $ 790 $ 790 $ — $ — 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 $ — $ — 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 2020 2021 2022 2023 2024 Thereafter Estimated benefit payments $ 876 $ 85 $ 87 $ 89 $ 89 $ 90 $ 436 The SERP and DMC Pension Plan obligations of $579 million at December 31, 2019 are classified in the accompanying Consolidated Balance Sheet as an other current liability ( $19 million ) and defined benefit plan obligations ( $560 million ) based on an estimate of the expected payment patterns. We expect to make total contributions to the plans of approximately $19 million for the year ending December 31, 2020 . |