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 for awards made prior to December 31, 2022, and from 0% to 225% for certain awards granted after that date. 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, 2023, assuming outstanding performance‑based RSUs for which performance has not yet been determined will achieve target performance, approximately 8,895 thousand 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 $66 million for the year ended December 31, 2023, and $56 million for each of the years ended December 31, 2022 and 2021. Stock Options The following table summarizes stock option activity during the years ended December 31, 2023, 2022 and 2021: Number of Options Wtd. Avg. Aggregate Wtd. Avg (In Millions) 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 Exercised (76,507) $ 26.07 Outstanding at December 31, 2023 384,440 $ 22.79 $ 20 4.1 years The stock options exercised during both of the years ended December 31, 2023 and 2022 had aggregate intrinsic values of $4 million, and the stock options exercised during the year ended December 31, 2021 had an aggregate intrinsic value of $15 million. No stock options were granted during the years ended December 31, 2023, 2022 or 2021, and all outstanding options were vested and exercisable at December 31, 2023. The following table summarizes information about our outstanding stock options at December 31, 2023: Options Outstanding and Exercisable Range of Exercise Prices Number of Wtd. Avg. Wtd. Avg. $18.99 to $20.609 255,845 3.6 years $ 19.62 $20.61 to $35.430 128,595 5.1 years $ 29.07 384,440 4.1 years $ 22.79 As of December 31, 2023, 30.8% of all our outstanding options were held by current employees and 69.2% were held by former employees. All of our outstanding options were in‑the‑money, that is, they had exercise price less than the $75.57 market price of our common stock on December 31, 2023. Restricted Stock Units The following table summarizes RSU activity during the years ended December 31, 2023, 2022 and 2021: Restricted Wtd. Avg. Grant Date Fair 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 Granted 759,590 $ 60.88 Performance-based adjustment 185,901 $ 48.97 Vested (954,401) $ 48.75 Forfeited (90,445) $ 64.61 Unvested at December 31, 2023 1,421,063 $ 66.46 The table below summarizes the time-based RSUs granted during the year ended December 31, 2023: No. of RSUs Granted Vesting Terms 309,282 RSUs will vest and be settled ratably over a three 42,626 RSUs will vest and be settled on the fifth anniversary of the grant date 42,100 RSUs granted to our non-employee directors for the 2023-2024 board service year, which vested immediately and will be settled on the third anniversary of the grant date 33,586 RSUs vested and settled in December 2023 20,707 RSUs will vest and be settled upon the relocation of one of our executive officers 2,007 RSUs will vest and be settled on the third anniversary of the grant date The table below summarizes the performance-based RSUs granted during the year ended December 31, 2023: No. of RSUs Granted Performance Period Potential Vesting Range Vesting Terms Minimum Maximum 301,562 RSUs will vest and be settled on the third anniversary of the grant date 2023 to 2025 — % 225 % 185,901 RSUs vested and settled immediately as a result of our level of achievement with respect to performance‑based RSUs granted in 2020 7,720 RSUs will vest and be settled on the third anniversary of the grant date 2023 to 2025 — % 200 % The table below summarizes the time-based RSUs granted during the year ended December 31, 2022: No. of RSUs Granted Vesting Terms 237,381 RSUs will vest and be settled ratably over a three 53,716 RSUs were scheduled to vest and be settled ratably over 11 quarterly periods 35,482 RSUs granted to our non-employee directors for the 2022-2023 board service year vested immediately and will be settled on the third anniversary of the grant date 9,215 RSUs will vest and be settled ratably over a four 7,325 RSUs granted to a non-executive member of the board of directors for his service as chairman of the board; award vested and settled in December 2023 6,170 RSUs will vest and be settled evenly on the third and fourth anniversaries of the grant date 4,608 RSUs will vest and be settled on the second anniversary of the grant 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 and be settled 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. The table below summarizes the time-based RSUs granted during the year ended December 31, 2021: No. of RSUs Granted Vesting Terms 263,180 RSUs will vest and be settled ratably over a three 189,215 RSUs were scheduled to vest and be settled ratably over eight quarterly periods from the grant date 53,341 RSUs will vest and be settled on the fourth anniversary of the grant date 38,366 RSUs granted to our non-employee directors for the 2021-2022 board service year, which vested immediately and will be settled on the third anniversary of the grant date 33,351 RSUs will vest and be settled on the third anniversary of the grant date 14,192 RSUs vested on December 31, 2021 and were settled in January 2022 8,509 RSUs, one-third of which will vest and be settled on the second anniversary of the grant date and the remainder of which will vest and be settled on the fourth anniversary 1,372 RSUs granted to a new member of our board of directors, which vested immediately and will be settled upon separation from the board The table below summarizes the performance-based RSUs granted during the year ended December 31, 2021: No. of RSUs Granted Performance Period Potential Vesting Range Vesting Terms Minimum Maximum 244,259 RSUs will vest and be settled on the third anniversary of the grant 2021 to 2023 — % 200 % 53,341 RSUs will vest and be settled on the fourth anniversary of the grant date 2021 to 2025 — % 200 % 892 RSUs vested and settled immediately as a result of our level of achievement with respect to performance‑based RSUs granted in 2018 Included in the 2022 and 2021 time-based RSU grants were 53,716 and 189,215 RSUs, respectively, granted to our former Executive Chairman. Furthermore, of the total 2022 performance-based RSUs, 53,716 were also granted to him. These RSUs vested and settled in October 2022, ahead of their scheduled vesting dates, in accordance with the disability provisions of our stock incentive plan. The performance-based awards vested at 100%. Compensation costs related to our stock-based compensation arrangements for the years ended December 31, 2023, 2022 and 2021 included $46 million, $45 million and $42 million of pre-tax compensation costs related to our RSUs, respectively. At December 31, 2023, there were $42 million of total unrecognized compensation costs related to RSUs. These costs are expected to be recognized over a weighted average period of 2.1 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, 2023 2022 2021 Expected volatility 53.6% - 65.6% 39.6% - 68.1% 65.2% - 79.3% Risk-free interest rate 4.2% - 4.8% 1.0% - 1.7% 0.1% - 0.6% USPI Management Equity Plan USPI maintains a separate restricted stock plan (the “USPI Management Equity Plan”) under which it 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 RSUs have vested and the subsequent 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 the USPI Management Equity Plan during the years ended December 31, 2023, 2022 and 2021: Restricted Wtd. Avg. Grant Date Fair 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 Vested (303,171) $ 34.13 Forfeited (11,685) $ 34.13 Unvested at December 31, 2023 607,984 $ 34.13 USPI did not make any grants under the USPI Management Equity Plan during the years ended December 31, 2023 and 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. At December 31, 2023, 607,984 RSUs were outstanding under the USPI Management Equity Plan, all of which are expected to vest. The accompanying Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 included $20 million, $11 million and $13 million, respectively, of pre-tax compensation costs related to USPI’s management equity plan. During the years ended December 31, 2023, 2022 and 2021, USPI paid $13 million, $11 million and $9 million, respectively, to repurchase a portion of the non‑voting common stock previously issued under the USPI Management Equity Plan. At December 31, 2023, there were 51 thousand outstanding vested shares of non‑voting common stock eligible to be sold to USPI. Other Employee Benefit and Retirement Plans Employee Stock Purchase Plan We have an employee stock purchase plan under which we are currently authorized to issue up to 4,070 thousand shares of common stock to our eligible employees. As of December 31, 2023, there were approximately 2,501 thousand 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, 2023 2022 2021 Number of shares (in thousands) 69 98 90 Weighted average price $ 65.62 $ 54.19 $ 63.01 Defined Contribution Retirement Plans We maintain various other defined contribution plans for the benefit of our employees. During the years ended December 31, 2023, 2022 and 2021, we incurred total expenses from these plans of $126 million, $86 million and $98 million, respectively, primarily related to our contributions to the 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. Defined Benefit Retirement Plans 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, 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, 2023 and 2022. 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, 2023 2022 Reconciliation of funded status of plans and the amounts included in the Consolidated Balance Sheets: Projected benefit obligations (1) Beginning obligations $ (1,002) $ (1,313) Interest cost (53) (37) Actuarial gain (loss) (15) 265 Benefits paid 84 83 Annuity purchase 36 — Special termination benefit costs (1) — Ending obligations (951) (1,002) Fair value of plans assets Beginning plan assets 648 867 Gain (loss) on plan assets 41 (161) Employer contribution — 2 Benefits paid (61) (60) Annuity purchase (36) — Ending plan assets 592 648 Funded status of plans $ (359) $ (354) Amounts recognized in the Consolidated Balance Sheets consist of: Other current liability $ (24) $ (23) Other long-term liability $ (335) $ (331) Accumulated other comprehensive loss $ 224 $ 222 SERP Assumptions: Discount rate 5.50 % 5.75 % Compensation increase rate 3.00 % 3.00 % Measurement date December 31, 2023 December 31, 2022 DMC Pension Plan Assumptions: Discount rate 5.25 % 5.51 % Compensation increase rate Frozen Frozen Measurement date December 31, 2023 December 31, 2022 (1) The accumulated benefit obligation at December 31, 2023 and 2022 was approximately $951 million and $1.002 billion, respectively. The components of net periodic benefit costs and related assumptions are as follows: Years Ended December 31, 2023 2022 2021 Interest costs $ 53 $ 37 $ 36 Expected return on plan assets (36) (42) (53) Amortization of net actuarial loss 7 9 11 Special termination benefit costs 1 — — Net periodic benefit cost (income) $ 25 $ 4 $ (6) SERP Assumptions: Discount rate 5.75 % 3.00 % 2.75 % Compensation increase rate 3.00 % 3.00 % 3.00 % Measurement date January 1, 2023 January 1, 2022 January 1, 2021 Census date January 1, 2023 January 1, 2022 January 1, 2021 DMC Pension Plan Assumptions: Discount rate 5.51 % 2.89 % 2.53 % Long-term rate of return on assets 5.75 % 5.00 % 6.25 % Compensation increase rate Frozen Frozen Frozen Measurement date January 1, 2023 January 1, 2022 January 1, 2021 Census date January 1, 2023 January 1, 2022 January 1, 2021 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 $(2) million, $72 million and $61 million in other comprehensive income in the years ended December 31, 2023, 2022 and 2021, 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 $(9) million, $63 million and $50 million were recognized during the years ended December 31, 2023, 2022 and 2021, respectively, and the amortization of net actuarial loss of $7 million, $9 million and $11 million for the years ended December 31, 2023, 2022 and 2021, respectively, were recognized in other comprehensive income. Actuarial gains (losses) affecting the benefit obligation during the years ended December 31, 2023, 2022 and 2021 are primarily attributable to changes in the discount rate utilized for the SERP and DMC Pension Plan. Cumulative net actuarial losses totaled $224 million, $222 million and $294 million as of December 31, 2023, 2022 and 2021, respectively. There were no unrecognized prior service costs at December 31, 2023, 2022 and 2021 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, 2023, were as follows: Target Actual Cash and cash equivalents — % 1 % Equity securities 20 % 6 % Debt securities 73 % 75 % Alternative investments 7 % 18 % 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 utilize 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, 2023 and 2022, aggregated by the level in the fair value hierarchy within which those measurements are determined: Total Level 1 Level 2 Level 3 As of December 31, 2023: Cash and cash equivalents $ 6 $ 6 $ — $ — Equity securities 39 39 — — Fixed income funds 442 442 — — Alternative investments: Private equity securities 97 — — 97 Hedge funds 8 — — 8 $ 592 $ 487 $ — $ 105 As of December 31, 2022: 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 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 2024 2025 2026 2027 2028 Estimated benefit payments $ 789 $ 84 $ 84 $ 83 $ 82 $ 81 $ 375 The SERP and DMC Pension Plan obligations of $359 million at December 31, 2023 are classified in the accompanying Consolidated Balance Sheet as an other current liability of $24 million and defined benefit plan obligations of $335 million based on an estimate of the expected payment patterns. We expect to make total contributions to the plans of approximately $24 million for the year ending December 31, 2024. |