EMPLOYEE BENEFIT PLANS (Tables)
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12 Months Ended |
Dec. 31, 2019 |
Defined Benefit Plan [Abstract] |
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Schedule of Information Related to Stock-Based Awards by Grant Date |
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 |
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Summary of Stock Option Activity |
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 |
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Schedule of Assumptions Used to Determine Fair Value of Stock Options |
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% |
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Summary of Information About Stock Options by Range of Exercise Prices |
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 |
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Schedule of Stock Options by Monetary Status and Employment Status of the Awardees |
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 | % | | |
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Summary of Restricted Stock Unit Activity |
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 |
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Schedule of Employee Stock Purchase Plan Activity |
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 |
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Schedule of Reconciliation of Funded Status of Plans, the Amounts included in the Consolidated Balance Sheets and Assumptions Used for Projected Benefit Obligations |
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 |
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| | (1) | The accumulated benefit obligation at December 31, 2019 and 2018 was approximately $1.367 billion and $1.299 billion, respectively. |
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Schedule of Components of Net Benefit Costs and Assumptions Used for Net Periodic Benefit Costs |
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 |
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Schedule of Weighted-Average Asset Allocations by Asset Category |
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 | | — | % | | — | % |
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Summary of DMC Pension Plan Assets Measured at Fair Value on a Recurring Basis Aggregated by the Level in the Fair Value Hierarchy |
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 |
| | $ | — |
| | $ | — |
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Schedule of Estimated Future Benefit Payments |
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 |
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