Stock Purchase Plan

During the three-year period ended December 31, 2018, 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 $25 million, $23 million, and $20 million to the ESPPs in the years ended December 31, 2018, 2017, and 2016, respectively, in accordance with our matching contribution.

401(k) Profit Sharing Plan

During the three-year period ended December 31, 2018, we have offered our employees the opportunity to participate in our 401(k) profit sharing plan (the “401(k) Plan”), qualified voluntary contributory savings plan which is available to substantially all of our employees. Eligible employees may contribute up to 40% of their pretax 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 for the year ended December 31, 2018 was $30 million and $26 million for the years ended December 31, 2017 and 2016, 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 (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, 2018, there were 1,821,238 shares of restricted stock and 7,543,787 stock options outstanding under this 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.

FNF stock option transactions under the Omnibus Plan for 2018, 2017, and 2016 are as follows:



	Options		Weighted Average Exercise Price		Exercisable
Balance, December 31, 2015	9,300,509		$	23.92	5,256,426
Granted	35,000		35.63
Exercised	(1,846,153	)	10.12
Canceled	(7,673	)	26.17
Balance, December 31, 2016	7,481,683		$	27.38	5,821,592
Options issued as make-whole adjustment for BK Distribution	2,375,111		20.32
Exercised	(1,313,061	)	18.38
Canceled	(14,306	)	24.49
Balance, December 31, 2017	8,529,427		$	20.38	7,648,837
Exercised	(985,640	)	19.09
Balance, December 31, 2018	7,543,787		$	20.55	7,530,137

FNF restricted stock transactions under the Omnibus Plan in 2018, 2017, and 2016 are as follows:




	Shares		Weighted Average Grant Date Fair Value
Balance, December 31, 2015	1,391,874		$	30.85
Granted	803,292		34.54
Canceled	(3,266	)	28.07
Vested	(720,227	)	28.97
Balance, December 31, 2016	1,471,673		$	33.79
Granted	828,818		37.12
Restricted stock issued as make-whole adjustment for BK Distribution	545,676		24.62
Canceled	(11,233	)	24.52
Vested	(995,873	)	23.98
Balance, December 31, 2017	1,839,061		$	30.58
Granted	912,694		32.32
Canceled	(15,201	)	29.49
Vested	(915,316	)	28.80
Balance, December 31, 2018	1,821,238		$	32.35

The following table summarizes information related to stock options outstanding and exercisable as of December 31, 2018:



	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 - $14.38	551,224	0.85	$	14.38	$	9	551,224	0.85	$	14.38	$	9
$14.39 - $17.76	3,462,968	1.89	17.76		47		3,462,968	1.89	17.76		47
$17.77 - $21.84	1,233,813	2.84	21.84		12		1,233,813	2.84	21.84		12
$21.85 - $25.34	9,099	4.98	25.34		—		4,549	4.98	25.34		—
$25.35 - $25.53	2,277,583	3.83	25.53		13		2,277,583	3.83	25.53		13
$25.54 - $26.99	9,100	4.55	26.99		—		—	0	—		—
	7,543,787				$	81	7,530,137				$	81

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, 2018, 2017 and 2016 was $29 million, $31 million, and $29 million, respectively. The total fair value of restricted stock awards which vested in the years ended December 31, 2018, 2017 and 2016 was $29 million, $38 million, and $25 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, 2018, 2017 and 2016 was $19 million, $25 million, and $46 million, respectively. Net earnings attributable to FNF Shareholders reflects stock-based compensation expense amounts of $31 million for the year ended December 31, 2018, $44 million for the year ended December 31, 2017, and $58 million for the year ended December 31, 2016, which are included in personnel costs in the reported financial results of each period.

At December 31, 2018, the total unrecognized compensation cost related to non-vested stock option grants and restricted stock grants is $54 million, which is expected to be recognized in pre-tax income over a weighted average period of 1.62 years.

Pension Plans

In 2000, FNF merged with Chicago Title Corporation ("Chicago Title"). In connection with the merger, we assumed Chicago Title’s noncontributory defined contribution plan and noncontributory defined benefit pension plan (the “Pension Plan”). The Pension Plan covers certain Chicago Title 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 the years ended December 31, 2018 and 2017 was 3.90% and 3.34%, respectively. As of the years ended December 31, 2018 and 2017 the projected benefit obligation was $150 million and $166 million, respectively, and the fair value of plan assets was $144 million and $162 million, respectively. The net pension liability and net periodic expense included in our financial position and results of operations relating to these plans