Employee Benefit Plans

12 Months Ended

Dec. 31, 2021

Stock Purchase Plan

During the three-year period ended December 31, 2021, our eligible employees could voluntarily participate in our employee stock purchase plan (“ESPP”) sponsored by us. Pursuant to the ESPP, employees may contribute an amount between 3% and 15% of their base salary and certain commissions. We contribute varying amounts as specified in the ESPP.

We contributed $24 million, $30 million, and $28 million to the ESPP in the years ended December 31, 2021, 2020, and 2019, respectively, in accordance with our matching contribution.

FNF 401(k) Profit Sharing Plan

During the three-year period ended December 31, 2021, we have offered our employees the opportunity to participate in our 401(k) profit sharing plan (the “401(k) Plan”), a qualified voluntary contributory savings plan that is available to substantially all of our employees. Eligible employees may contribute up to 40% of their pre-tax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code. We make an employer match on the 401(k) Plan of $0.375 on each $1.00 contributed up to the first 6% of eligible earnings contributed to the 401(k) Plan by employees. The employer match was $36 million, $31 million, and $29 million for the years ended December 31, 2021, 2020, and 2019, respectively, and was credited based on the participant's individual investment elections in the FNF 401(k) Plan.

Omnibus Incentive Plan

In 2005, we established the FNT 2005 Omnibus Incentive Plan (as amended and restated, the “Omnibus Plan”) authorizing the issuance of up to 8 million shares of common stock, subject to the terms of the Omnibus Plan. On October 23, 2006; May 29, 2008; May 25, 2011; May 22, 2013; and June 15, 2016 the shareholders of FNF approved amendments to increase the number of shares for issuance under the Omnibus Plan by 16 million, 11 million, 6 million, 6 million and 10 million shares, respectively. The primary purpose of the increases were to assure that we had adequate means to provide equity incentive compensation to our employees on a going-forward basis. The Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance shares, performance units, other cash and stock-based awards and dividend equivalents. As of December 31, 2021, there were 1,639,226 shares of restricted stock and 996,113 stock options outstanding under the Omnibus Plan. Awards granted are approved by the Compensation Committee of the Board of Directors. Options vest over a 3 year period and have a contractual life of 7 years. The exercise price for options granted equals the market price of the underlying stock on the grant date. Stock option grants vest according to certain time based and operating performance criteria. Option exercises by participants are settled on the open market.

F&G Omnibus Incentive Plan

On June 1, 2020, in connection with the acquisition of F&G, we assumed the shares that remained available for future awards under the FGL Holdings 2017 Omnibus Incentive Plan, as amended and restated (the “F&G Omnibus Plan”) and converted such shares into 2,096,429 shares of FNF common stock that may be issued pursuant to future awards granted under the F&G Omnibus Plan and 2,411,585 shares of FNF common stock that may be issued pursuant to outstanding stock options under the F&G Omnibus Plan. Each unvested stock option assumed under the F&G Omnibus Plan was converted into an FNF stock option and vests solely on the passage of time without any ongoing performance-vesting conditions. The options vest over a 3 year period, based on the option's initial grant date, and have a contractual life of 7 years. As of December 31, 2021, there were 718,641 shares of restricted stock and 1,527,936 stock options outstanding under the F&G Omnibus Plan.

FNF stock option transactions under the Omnibus Plan for 2021, 2020, and 2019 are as follows:


	Options	Weighted Average Exercise Price		Exercisable
Balance, January 1, 2019	7,543,787	$	20.55	7,530,137

Exercised	(2,009,112)	19.61
Canceled	(4,550)	25.34
Balance, December 31, 2019	5,530,125	$	20.88	5,530,125


Exercised	(3,208,712)	18.45

Balance, December 31, 2020	2,321,413	$	24.24	2,321,413

Exercised	(1,325,300)	23.28

Balance, December 31, 2021	996,113	$	25.53	996,113

FNF stock option transactions under the F&G Omnibus Plan for 2021 and 2020 are as follows:


	Options	Weighted Average Exercise Price		Exercisable
Balance, January 1, 2020	—	$	—	—
Options assumed in connection with the F&G acquisition	2,411,585	36.04
Exercised	(109,159)	27.64
Canceled	(299,736)	38.41
Balance, December 31, 2020	2,002,690	$	36.14	1,021,671

Exercised	(474,754)	36.68
Canceled	—	—
Balance, December 31, 2021	1,527,936	$	35.97	1,072,584

FNF restricted stock transactions under the Omnibus Plan in 2021, 2020, and 2019 are as follows:



	Shares	Weighted Average Grant Date Fair Value
Balance, December 31, 2018	1,821,238	$	32.35
Granted	640,698	45.84

Canceled	(14,937)	31.94
Vested	(929,823)	30.98
Balance, December 31, 2019	1,517,176	$	38.90
Granted	1,006,058	33.40
Canceled	(11,604)	38.93
Vested	(795,075)	37.60
Balance, December 31, 2020	1,716,555	$	36.26
Granted	772,189	48.27
Canceled	(7,577)	37.20
Vested	(841,941)	36.15
Balance, December 31, 2021	1,639,226	$	41.97

FNF restricted stock transactions under the F&G Omnibus Plan in 2021 and 2020 are as follows:


	Shares	Weighted Average Grant Date Fair Value
Balance, December 31, 2019	—	$	—
Granted	474,025	34.13
Canceled	(24,155)	34.47
Balance, December 31, 2020	449,870	$	34.11
Granted	311,081	48.28
Canceled	(12,437)	33.40
Vested	(29,873)	34.59
Balance, December 31, 2021	718,641	$	40.24

The following table summarizes information related to stock options outstanding and exercisable as of December 31, 2021:


	Options Outstanding						Options Exercisable
		Weighted						Weighted
		Average	Weighted					Average	Weighted
		Remaining	Average					Remaining	Average
Range of	Number of	Contractual	Exercise		Intrinsic		Number of	Contractual	Exercise		Intrinsic
Exercise Prices	Options	Life	Price		Value		Options	Life	Price		Value
		(In years)			(In millions)			(In years)			(In millions)
$0.00 - $25.53	996,113	0.83	$	25.53	$	27	996,113	0.83	$	25.53	$	27
$25.54 - $27.53	359,510	3.98	27.53		9		292,101	3.98	27.53		7
$27.54 - $28.00	45,734	4.60	28.00		1		24,854	4.60	28.00		1
$28.01 - $35.89	34,106	4.87	35.89		1		6,821	4.87	35.89		—
$35.90 - $39.10	1,088,586	4.05	39.10		14		748,808	3.77	39.1		10
	2,524,049				$	52	2,068,697				$	45

We account for stock-based compensation plans in accordance with GAAP on share-based payments, which requires that compensation cost relating to share-based payments be recognized in the consolidated financial statements based on the fair value of each award. Using the fair value method of accounting, compensation cost is measured based on the fair value of the award at the grant date and recognized over the service period. Fair value of restricted stock awards and units is based on the grant date value of the underlying stock derived from quoted market prices. The total fair value of restricted stock awards granted in the years ended December 31, 2021, 2020 and 2019 was $52 million, $50 million, and $29 million, respectively. The total fair value of restricted stock awards, which vested in the years ended December 31, 2021, 2020 and 2019 was $43 million, $25 million, and $42 million, respectively. Option awards are measured at fair value on the grant date using the Black Scholes Option Pricing Model. The intrinsic value of options exercised in the years ended December 31, 2021, 2020 and 2019 was $32 million, $50 million, and $48 million, respectively. Net earnings attributable to FNF Shareholders reflects stock-based compensation expense amounts of $43 million for the year ended December 31, 2021, $39 million for the year ended December 31, 2020, and $38 million for the year ended December 31, 2019, which are included in personnel costs in the reported financial results of each period.At December 31, 2021, the total unrecognized compensation cost related to non-vested stock option grants and restricted stock grants is $71 million, which is expected to be recognized in pre-tax income over a weighted average period of 1.75 years.

Pension Plan

In 2000, FNF merged with Chicago Title Corporation ("CTC"). In connection with the merger, we assumed CTC’s noncontributory defined contribution plan and noncontributory defined benefit pension plan (the “Pension Plan”). The Pension Plan covers certain CTC employees. The benefits are based on years of service and the employee’s average monthly compensation in the highest 60 consecutive calendar months during the 120 months ending at retirement or termination. Effective December 31, 2000, the Pension Plan was frozen and there will be no future credit given for years of service or changes in salary. The accumulated benefit obligation is the same as the projected benefit obligation due to the pension plan being frozen as of December 31, 2000. Pursuant to GAAP on employers’ accounting for defined benefit pension and other post retirement plans, the measurement date is December 31.

The discount rate used to determine the benefit obligation as of December 31, 2021 and 2020 was 2.35% and 1.85%, respectively. As of December 31, 2021 and 2020, the projected benefit obligation was $154 million and $153 million, respectively, and the fair value of plan assets was $145 million and $157 million, respectively. The net pension liability and net periodic expense included in our financial position and results of operations relating to the Pension Plan is not considered material for any period presented.