EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Share-Based Compensation Plans We have granted stock options and restricted stock units (“RSUs”) to certain of our employees and directors pursuant to our stock incentive plans. Stock 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. An RSU is a contractual right to receive one share of our common stock in the future, and the fair value of the RSU is based on our share price on the grant date. Typically, stock options and time‑based RSUs vest one‑third on each of the first three We also grant performance‑based RSUs that vest subject to the achievement of specified performance goals within a specified time frame. The performance‑based RSUs may contain provisions that increase or decrease the number of RSUs that ultimately vest, depending upon the level of achievement. For certain of our performance‑based awards, the number of options or RSUs that ultimately vest is also subject to adjustment based on the achievement of a market‑based condition. These adjustments generally range from 0% to 200% of the number of RSUs initially granted. The fair value of awards that contain a market‑based condition is estimated using a discrete model to analyze the fair value of the subject shares. The discrete model utilizes multiple stock paths, through the use of a Monte Carlo simulation, which paths are then analyzed to determine the fair value of the subject shares. 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. At December 31, 2022, assuming outstanding performance‑based stock options and RSUs for which performance has not yet been determined will achieve target performance, approximately 9.5 million shares of common stock were available under our 2019 Stock Incentive Plan for future stock option grants and other equity incentive awards, including RSUs. The accompanying Consolidated Statements of Operations include pre-tax compensation costs related to our stock‑based compensation arrangements of $56 million for each of the years ended December 31, 2022 and 2021, respectively, and $44 million for the year ended December 31, 2020. Stock Options The following table summarizes stock option activity during the years ended December 31, 2022, 2021 and 2020: Number of Options Wtd. Avg. Aggregate Wtd. Avg (In Millions) Outstanding at December 31, 2019 1,960,992 $ 20.24 Exercised (987,471) $ 17.96 Forfeited/Expired (60,990) $ 23.28 Outstanding at December 31, 2020 912,531 $ 22.51 Exercised (391,533) $ 20.66 Outstanding at December 31, 2021 520,998 $ 23.90 Exercised (60,051) $ 28.26 Outstanding at December 31, 2022 460,947 $ 23.33 $ 12 5.1 years No stock options were granted during the years ended December 31, 2022, 2021 or 2020. There were 60,051, 391,533 and 987,471 stock options exercised during the years ended December 31, 2022, 2021 and 2020, respectively. The stock options exercised in 2022 had an aggregate intrinsic value of approximately $4 million, and options exercised during 2021 and 2020 both had aggregate intrinsic values of approximately $15 million. All outstanding options were vested and exercisable at December 31, 2022. The following table summarizes information about our outstanding stock options at December 31, 2022: Options Outstanding and Exercisable Range of Exercise Prices Number of Wtd. Avg. Wtd. Avg. $18.99 to $20.609 293,796 4.6 years $ 19.75 $20.61 to $35.430 167,151 6.0 years $ 29.62 460,947 5.1 years $ 23.33 As of December 31, 2022, 42.3% of all our outstanding options were held by current employees and 57.7% were held by former employees. All of our outstanding options were in‑the‑money, that is, they had exercise price less than the $48.79 market price of our common stock on December 31, 2022. Compensation costs related to our stock-based compensation arrangements for the years ended December 31, 2021 and 2020 included $1 million and $2 million, respectively, of expense related to our stock options. We did not recognize any expense related to our stock options during the year ended December 31, 2022. Restricted Stock Units The following table summarizes RSU activity during the years ended December 31, 2022, 2021 and 2020: Restricted Wtd. Avg. Grant Date Fair Unvested at December 31, 2019 1,463,499 $ 25.08 Granted 1,767,730 $ 27.72 Vested (825,727) $ 25.66 Forfeited (310,296) $ 32.09 Unvested at December 31, 2020 2,095,206 $ 25.87 Granted 900,018 $ 58.61 Vested (765,814) $ 30.51 Forfeited (58,208) $ 37.60 Unvested at December 31, 2021 2,171,202 $ 40.51 Granted 641,205 $ 80.79 Vested (1,187,384) $ 37.18 Forfeited (104,605) $ 53.58 Unvested at December 31, 2022 1,520,418 $ 66.36 During the year ended December 31, 2022, we granted an aggregate of 641,205 RSUs. Of these, 237,381 will vest ratably over a three‑year period from the grant date, 53,716 RSUs that were scheduled to vest ratably over 11 quarterly periods, 9,215 will vest ratably over a four‑year period from the grant date, 4,608 will vest on the second anniversary of the grant date, and 6,170 will vest evenly on the third and fourth anniversaries of the grant date. We also granted 35,482 RSUs to our non‑employee directors for the 2022-2023 board service year, which units vested and will settle as described above. In November 2022, we granted 7,325 to a non-executive member of the board of directors for their service as chairman of the board through the end of 2023. Unlike our normal grants to board members, these RSUs will vest on December 31, 2023 if the grantee serves as chairman through that date. In addition, we granted 287,308 performance‑based RSUs during the year ended December 31, 2022; the vesting of these RSUs is contingent on our achievement of specified performance goals for the years 2022 to 2024. Provided the goals are achieved, the performance‑based RSUs will vest on the third anniversary of the grant date. The actual number of performance‑based RSUs that could vest will range from 0% to 200% of the 287,308 units granted, depending on our level of achievement with respect to the performance goals. During the year ended December 31, 2021 we granted 561,788 RSUs that vest based on the passage of time. The granted RSUs vest as follows: • 263,180 RSUs vest and settle ratably over a three‑year period from the grant date; • 189,215 RSUs vest and settle ratably over eight quarterly periods from the grant date; • 53,341 RSUs vest and settle on the fourth anniversary of the grant date; • 33,351 RSUs vest and settle on the third anniversary of the grant date; • 14,192 RSUs vested on December 31, 2021 and settled in January 2022; and • 8,509 RSUs, one-third of which vest and settle on the second anniversary of the grant date and the remainder of which vest and settle on the fourth anniversary. During the year ended December 31, 2021 we granted 298,492 performance-based RSUs which vest as follows: • 244,259 RSUs vest and settle on the third anniversary of the grant date, contingent upon the achievement of performance goals for the years 2021 to 2023; • 53,341 RSUs vest and settle on the fourth anniversary of the grant date, contingent upon the achievement of performance goals for the years 2021 to 2025; and • 892 RSUs vested and settled immediately as a result of our level of achievement with respect to performance‑based RSUs granted in 2018. The actual number of performance‑based RSUs that could vest will range from 0% to 200% of the 297,600 RSUs which did not vest immediately, depending upon our level of achievement with respect to the performance goals. During the year ended December 31, 2021, we also granted 39,738 RSUs to our non‑employee directors. These consisted of 36,681 RSUs for the 2021‑2022 board service year, 1,372 for an initial grant to a new member of our board of directors and 1,685 for a pro‑rata annual grant to the same new member. While RSUs granted to our board of directors vest immediately, annual grants settle on the third anniversary of the grant date and initial grants settle upon separation from the board. During the year ended December 31, 2020 we granted 1,084,883 RSUs that vest based on the passage of time. The granted RSUs vest as follows: • 607,198 RSUs vest and settle ratably over a three‑year period from the grant date; • 359,713 RSUs vest and settle ratably over 11 quarterly periods from the grant date; • 104,167 RSUs vest and settle ratably over a four-year period from the grant date; and • 13,805 RSUs vest and settle on the third anniversary of the grant date. During the year ended December 31, 2020 we granted 579,413 performance-based RSUs which vest as follows: • 499,285 RSUs vest and settle on the third anniversary of the grant date, contingent upon the achievement of performance goals for the years 2020 to 2022 and • 80,128 RSUs vest and settle on the fourth anniversary of the grant date, contingent upon the achievement of performance goals for the years 2020 to 2023, all of which were subsequently forfeited. The actual number of performance‑based RSUs that could vest will range from 0% to 200% of the 499,285 remaining RSUs granted, depending upon our level of achievement with respect to the performance goals. In May 2020, we made an annual grant of 103,434 RSUs to our non‑employee directors for the 2020-2021 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. Included in the aforementioned aggregate numbers of time-based RSUs granted in 2022, 2021 and 2020 were 53,716, 189,215 and 359,713 RSUs, respectively, awarded to our former Executive Chairman. The RSUs granted in 2022 and 2020 were each scheduled to vest ratably over 11 quarterly periods, while the RSUs granted in 2021 were schedule to vest ratably over eight quarterly periods. Additionally, in the aforementioned aggregate number of performance-based RSUs granted in 2022 were 53,716 RSUs awarded to our former Executive Chairman. The unvested portion of these grants vested in October 2022 in accordance with the disability provisions of the stock incentive plan. Compensation costs related to our stock-based compensation arrangements for the years ended December 31, 2022, 2021 and 2020 included $45 million, $42 million and $30 million of expense related to our RSUs, respectively. At December 31, 2022, there were $33 million of total unrecognized compensation costs related to RSUs. These costs are expected to be recognized over a weighted average period of 1.8 years. For certain of the performance-based RSU grants, the number of units that will ultimately vest is subject to adjustment based on the achievement of a market-based condition. The fair value of these RSUs is estimated through the use of a Monte Carlo simulation. Significant inputs used in our valuation of these RSUs included the following: Years Ended December 31, 2022 2021 2020 Expected volatility 39.6% - 68.1% 65.2% - 79.3% 54.7% Risk-free interest rate 1.0% - 1.7% 0.1% - 0.6% 1.2% USPI Management Equity Plan 2015 USPI Management Equity Plan In 2015, USPI adopted the USPI Holding Company, Inc. 2015 Stock Incentive Plan (“2015 USPI Management Equity Plan”) under which it 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 the 2015 USPI Management Equity 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 three In February 2020, the 2015 USPI Management Equity Plan and all unvested options granted under the plan were terminated in accordance with the terms of the plan. USPI repurchased all vested options and all shares of USPI stock acquired upon exercise of an option for approximately $35 million. 2020 USPI Management Equity Plan In February 2020, USPI adopted the USPI Holding Company, Inc. Restricted Stock Plan (“USPI Management Equity Plan”) to replace the terminated 2015 USPI Management Equity Plan. Under the USPI Management Equity Plan, USPI grants RSUs representing a contractual right to receive one share of USPI’s non‑voting common stock in the future. The vesting of RSUs granted under the plan varies based on the terms of the underlying award agreement. Once the requisite holding period is met, during specified times, the participant can sell the underlying shares to USPI at their estimated fair market value. At our sole discretion, the purchase of any non‑voting common shares can be made in cash or in shares of Tenet’s common stock. The following table summarizes RSU activity under USPI’s management equity plan during the years ended December 31, 2022, 2021 and 2020: Restricted Wtd. Avg. Grant Date Fair Inception of Plan Granted 2,556,353 $ 34.13 Forfeited (531,297) $ 34.13 Unvested at December 31, 2020 2,025,056 $ 34.13 Granted 76,990 $ 34.13 Vested (388,588) $ 34.13 Forfeited (218,576) $ 34.13 Unvested at December 31, 2021 1,494,882 $ 34.13 Vested (369,691) $ 34.13 Forfeited (202,351) $ 34.13 Unvested at December 31, 2022 922,840 $ 34.13 USPI did not make any grants under the USPI Management Equity Plan during the year ended December 31, 2022. During the year ended December 31, 2021, USPI granted 76,990 RSUs under its management equity plan. Twenty percent of these RSUs vests on each of the first and second anniversaries of the grant date, and the remaining 60% vests on the third anniversary of the grant date. In 2020, USPI granted 2,556,333 RSUs, 20% of which vest in each of the first three years on the anniversary of the grant date with the remaining 40% vesting on the fourth anniversary of the grant date. During the years ended December 31, 2022 and 2021, USPI paid $11 million and $9 million, respectively, to repurchase portions of the non‑voting common stock shares issued under the USPI management equity plan. No shares were repurchased during the year ended December 31, 2020. At December 31, 2022, there were 98,374 outstanding vested shares of non‑voting common stock eligible to be sold to USPI. At December 31, 2022, 922,840 RSUs were outstanding under USPI’s management equity plan, all of which are expected to vest. The accompanying Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 included $11 million, $13 million and $12 million, respectively, of pre-tax compensation costs related to USPI’s management equity plans. Employee Stock Purchase Plan We have an employee stock purchase plan under which we are currently authorized to issue up to 4,070,363 shares of common stock to our eligible employees. As of December 31, 2022, there were approximately 2.6 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 issued the following numbers of shares under our employee stock purchase plan: Years Ended December 31, 2022 2021 2020 Number of shares 98,498 89,865 254,767 Weighted average price $ 54.19 $ 63.01 $ 19.97 Employee Retirement Plans Substantially all of our employees, upon qualification, are eligible to participate in our defined contribution 401(k) plans. Under the plans, employees may contribute a portion of their eligible compensation, which we may match with employer contributions at our discretion. Employer matching contributions will vary depending on which of our subsidiaries employs the participant and whether the employee is covered under a collective bargaining agreement. Plan expenses, primarily related to our contributions to the plans, were $86 million, $98 million and $119 million for the years ended December 31, 2022, 2021 and 2020, 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 beginning December 31, 2019. During the year ended December 31, 2020, the Society of Actuaries issued the MP-2020 mortality improvement scale, which we incorporated into the estimates of our defined benefit plan obligations at December 31, 2020. During the year ended December 31, 2021, the Society of Actuaries issued the MP‑2021 mortality improvement scale, which we incorporated into the estimates of our defined benefit plan obligations at December 31, 2022 and 2021. 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: December 31, 2022 2021 Reconciliation of funded status of plans and the amounts included in the Consolidated Balance Sheets: Projected benefit obligations (1) Beginning obligations $ (1,313) $ (1,429) Interest cost (37) (36) Actuarial gain 265 42 Benefits paid 83 110 Ending obligations (1,002) (1,313) Fair value of plans assets Beginning plan assets 867 869 Gain (loss) on plan assets (161) 62 Employer contribution 2 22 Benefits paid (60) (86) Ending plan assets 648 867 Funded status of plans $ (354) $ (446) (1) The accumulated benefit obligation at December 31, 2022 and 2021 was approximately $1.002 billion and $1.311 billion, respectively. December 31, 2022 2021 Amounts recognized in the Consolidated Balance Sheets consist of: Other current liability $ (23) $ (25) Other long-term liability $ (331) $ (421) Accumulated other comprehensive loss $ 222 $ 294 SERP Assumptions: Discount rate 5.75 % 3.00 % Compensation increase rate 3.00 % 3.00 % Measurement date December 31, 2022 December 31, 2021 DMC Pension Plan Assumptions: Discount rate 5.51 % 2.89 % Compensation increase rate Frozen Frozen Measurement date December 31, 2022 December 31, 2021 The components of net periodic benefit costs and related assumptions are as follows: Years Ended December 31, 2022 2021 2020 Interest costs $ 37 $ 36 $ 47 Expected return on plan assets (42) (53) (48) Amortization of net actuarial loss 9 11 9 Net periodic benefit cost (income) $ 4 $ (6) $ 8 SERP Assumptions: Discount rate 3.00 % 2.75 % 3.50 % Compensation increase rate 3.00 % 3.00 % 3.00 % Measurement date January 1, 2022 January 1, 2021 January 1, 2020 Census date January 1, 2022 January 1, 2021 January 1, 2020 DMC Pension Plan Assumptions: Discount rate 2.89 % 2.53 % 3.60 % Long-term rate of return on assets 5.00 % 6.25 % 6.25 % Compensation increase rate Frozen Frozen Frozen Measurement date January 1, 2022 January 1, 2021 January 1, 2020 Census date January 1, 2022 January 1, 2021 January 1, 2020 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. We recorded gain (loss) adjustments of $72 million, $61 million and $(32) million in other comprehensive income in the years ended December 31, 2022, 2021 and 2020, 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 $63 million, $50 million and $(41) million were recognized during the years ended December 31, 2022, 2021 and 2020, respectively, and the amortization of net actuarial loss of $9 million, $11 million and $9 million for the years ended December 31, 2022, 2021 and 2020, respectively, were recognized in other comprehensive income. Actuarial gains affecting the benefit obligation during the years ended December 31, 2022, 2021 and 2020 are primarily attributable to changes in the discount rate utilized for the SERP and DMC Pension Plan. Cumulative net actuarial losses totaled $222 million, $294 million and $355 million as of December 31, 2022, 2021 and 2020, respectively. There were no unrecognized prior service costs at December 31, 2022, 2021 and 2020 that had 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, 2022, were as follows: Target Actual Cash and cash equivalents — % 1 % Equity securities 20 % 14 % Debt securities 73 % 70 % Alternative investments 7 % 15 % The DMC Pension Plan assets are invested in public commingled vehicles, segregated separately managed accounts, and private commingled vehicles, all of which are managed by professional 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 meets these objectives. The DMC Pension Plan assets are largely comprised of cash and cash equivalents, including but not limited to money market funds and repurchase agreements secured by U.S. Treasury or federal agency obligations, equity securities, including but not limited to the publicly traded shares of U.S. companies with various market capitalizations in addition to international and convertible securities, debt securities including, but not limited to, domestic and foreign government obligations, corporate bonds, and mortgage‑backed securities, and alternative investments. Alternative investments is a broadly defined asset category with the objective of diversifying the overall portfolio, complementing traditional equity and fixed‑income securities and improving the overall performance consistency of the portfolio. Alternative investments may include, but are not limited to, diversified hedge funds in the form of professionally managed pooled limited partnership investments and investments in private markets via professionally managed pooled limited partnership interests. 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. The current asset allocation objective is to maintain a certain percentage within each asset class allowing for deviation within the established range for each asset class. The portfolio is rebalanced on an as‑needed basis to keep these allocations within the accepted ranges. 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. The following tables summarize the DMC Pension Plan assets measured at fair value on a recurring basis as of December 31, 2022 and 2021, aggregated by the level in the fair value hierarchy within which those measurements are determined. December 31, 2022 Level 1 Level 2 Level 3 Cash and cash equivalents $ 7 $ 7 $ — $ — Equity securities 89 89 — — Debt Securities: U.S. government obligations 200 200 — — Corporate debt securities 249 249 — — Alternative investments: Private equity securities 78 — — 78 Hedge funds 25 — — 25 $ 648 $ 545 $ — $ 103 December 31, 2021 Level 1 Level 2 Level 3 Cash and cash equivalents $ 11 $ 11 $ — $ — Equity securities 242 242 — — Debt Securities: U.S. government obligations 67 67 — — Corporate debt securities 448 448 — — Alternative investments: Private equity securities 57 — — 57 Real estate securities 16 16 — — Hedge funds 26 — — 26 $ 867 $ 784 $ — $ 83 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 Thereafter Total 2023 2024 2025 2026 2027 Estimated benefit payments $ 822 $ 85 $ 85 $ 85 $ 85 $ 84 $ 398 |