UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☑
þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2017~~

2022


☐
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-37394

Black Knight, Inc.

______________________________________________________________________________________________________________________________________________________

(Exact name of registrant as specified in its charter)



~~Delaware~~		~~81-5265638~~
Delaware		81-5265638
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

601 Riverside Avenue, Jacksonville, Florida		32204
(Address of principal executive offices)		(Zip Code)

(904) 854-5100

(~~Registrant's~~Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	BKI	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

~~YES~~ þ NO o

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

~~YES~~ þ NO o

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filerþ

☑

Accelerated filero

☐

Non-accelerated filero

☐

Smaller reporting companyo

☐

~~(Do not check if a smaller reporting company)~~

Emerging growth companyo

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

~~YES~~ o NO þ

Yes ☐ No ☑

There were ~~153,469,978~~156,025,027 shares outstanding of the ~~Registrant's~~Registrant’s common stock as of ~~November 1, 2017.~~ August 3, 2022.

Table of Contents

FORM 10-Q

QUARTERLY REPORT

Quarter Ended ~~September~~June 30, ~~2017~~

2022

TABLE OF CONTENTS


	Page

	~~Page~~
Part I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
A. Condensed Consolidated Balance Sheets (Unaudited) as of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016~~2021	1
B. Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021	2
C. Condensed Consolidated ~~Statement~~Statements of Equity (Unaudited) for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2022 and 2021	3
D. Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021	4 5
E. Notes to Condensed Consolidated Financial Statements (Unaudited)	5 6
Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	22 23
Item 3. Quantitative and Qualitative Disclosure About Market Risk	35 32
Item 4. Controls and Procedures	35 33
Part II: OTHER INFORMATION	37 34
Item 1. Legal Proceedings	37 34
Item 1A. Risk Factors	37 34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	38 37
Item 3. Defaults Upon Senior Securities	38
Item 4. Mine Safety Disclosures	38
Item 5. Other Information	38
Item 6. Exhibits	39

Table of Contents

Part I: FINANCIAL INFORMATION


~~Item 1.~~	~~Condensed Consolidated Financial Statements (Unaudited)~~

Item 1.Condensed Consolidated Financial Statements (Unaudited)

BLACK KNIGHT, INC.

Condensed Consolidated Balance Sheets

(In ~~millions, except share data)~~

September 30, 2017 December 31, 2016
(Unaudited)
ASSETS
Current assets:

Cash and cash equivalents $ 146.2
$ 133.9
Trade receivables, net 169.2
155.8
Prepaid expenses and other current assets 42.5
45.4
Receivables from related parties 18.5
4.1
Total current assets 376.4
339.2
Property and equipment, net 165.0
173.0
Computer software, net 422.1
450.0
Other intangible assets, net 248.5
299.5
Goodwill 2,306.8
2,303.8
Other non-current assets 231.2
196.5
Total assets $ 3,750.0
$ 3,762.0
LIABILITIES AND EQUITY
Current liabilities:

Trade accounts payable and other accrued liabilities $ 52.1
$ 55.2
Accrued compensation and benefits 39.2
61.1
Current portion of long-term debt 55.1
63.4
Deferred revenues 54.2
47.4
Total current liabilities 200.6
227.1
Deferred revenues 98.1
77.3
Deferred income taxes 301.8
7.9
Long-term debt, net of current portion 1,486.9
1,506.8
Other non-current liabilities 12.5
3.5
Total liabilities 2,099.9
1,822.6
Commitments and contingencies (Note 6)

Equity:

Black Knight, Inc. common stock; $0.0001 par value; 550,000,000 shares authorized; 153,473,895 shares issued and outstanding as of September 30, 2017 —
—
Black Knight, Inc. preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of September 30, 2017 —
—
Black Knight Financial Services, Inc. Class A common stock; $0.0001 par value; 350,000,000 shares authorized; 69,091,008 shares issued and outstanding as of December 31, 2016 —
—
Black Knight Financial Services, Inc. Class B common stock; $0.0001 par value; 200,000,000 shares authorized, 84,826,282 shares issued and outstanding as of December 31, 2016 —
—
Black Knight Financial Services, Inc. preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of December 31, 2016 —
—
Additional paid-in capital 1,594.9
810.8
Retained earnings 54.2
65.7
Accumulated other comprehensive earnings (loss) 1.0
(0.8 )
Total shareholders' equity 1,650.1
875.7
Noncontrolling interests —
1,063.7
Total equity 1,650.1
1,939.4
Total liabilities and equity $ 3,750.0
$ 3,762.0

millions)

(Unaudited)


	June 30, 2022			December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	38.0	$	77.1
Trade receivables, net		203.2		191.8
Prepaid expenses and other current assets		97.7		83.0
Receivables from related parties		6.1		0.2
Total current assets		345.0		352.1
Property and equipment, net		146.6		154.5
Software, net		469.6		497.0
Other intangible assets, net		539.6		613.2
Goodwill		3,817.1		3,817.3
Investments in unconsolidated affiliates		171.4		490.5
Deferred contract costs, net		198.0		196.0
Other non-current assets		241.2		230.3
Total assets	$	5,928.5	$	6,350.9
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable and other accrued liabilities	$	59.8	$	64.5
Income taxes payable		46.8		11.8
Accrued compensation and benefits		75.4		91.4
Current portion of debt		33.6		32.5
Deferred revenues		68.8		64.6
Total current liabilities		284.4		264.8
Deferred revenues		62.0		81.5
Deferred income taxes		241.3		284.1
Long-term debt, net of current portion		2,736.7		2,362.6
Other non-current liabilities		56.6		78.7
Total liabilities		3,381.0		3,071.7
Commitments and contingencies (Note 10)
Redeemable noncontrolling interests		47.4		1,188.8
Equity:
Common stock; $0.0001 par value; 550,000,000 shares authorized; 160,040,598 shares issued and 156,031,830 shares outstanding as of June 30, 2022, and 160,040,598 shares issued and 155,357,705 shares outstanding as of December 31, 2021		0		0
Preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, NaN as of June 30, 2022 and December 31, 2021		0		0
Additional paid-in capital		1,367.8		1,410.9
Retained earnings		1,368.2		968.2
Accumulated other comprehensive loss		(5.5)		(17.5)
Treasury stock, at cost, 4,008,768 shares as of June 30, 2022 and 4,682,893 shares as of December 31, 2021		(230.4)		(271.2)
Total shareholders’ equity		2,500.1		2,090.4
Total liabilities, redeemable noncontrolling interests and shareholders’ equity	$	5,928.5	$	6,350.9

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

BLACK KNIGHT, INC.

Condensed Consolidated Statements of Earnings and Comprehensive Earnings

~~(Unaudited)~~

(In millions, except per share data)

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Revenues	$	394.5	$	361.3	$	781.7	$	711.0
Expenses:
Operating expenses		216.8		197.0		424.7		383.2
Depreciation and amortization		92.5		90.4		184.0		178.2
Transition and integration costs		8.2		4.3		15.8		12.2
Total expenses		317.5		291.7		624.5		573.6
Operating income		77.0		69.6		157.2		137.4
Other income and expense:
Interest expense, net		(22.6)		(20.9)		(43.7)		(41.2)
Other expense, net		(2.4)		(1.0)		(3.6)		(4.2)
Total other expense, net		(25.0)		(21.9)		(47.3)		(45.4)
Earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates		52.0		47.7		109.9		92.0
Income tax expense		11.6		10.5		10.5		15.7
Earnings before equity in (losses) earnings of unconsolidated affiliates		40.4		37.2		99.4		76.3
Equity in (losses) earnings of unconsolidated affiliates, net of tax		(0.1)		(5.0)		303.0		1.4
Net earnings		40.3		32.2		402.4		77.7
Net losses attributable to redeemable noncontrolling interests		—		7.5		2.5		16.1
Net earnings attributable to Black Knight	$	40.3	$	39.7	$	404.9	$	93.8
Other comprehensive earnings (loss):
Unrealized holding gains (losses), net of tax⁽¹⁾		2.3		(0.2)		6.6		0.3
Reclassification adjustments for losses included in net earnings, net of tax⁽²⁾		2.0		4.0		5.2		7.9
Total unrealized gains on interest rate swaps, net of tax		4.3		3.8		11.8		8.2
Foreign currency translation adjustment, net of tax ⁽³⁾		(0.4)		(0.1)		(0.6)		(0.4)
Unrealized (losses) gains on investments in unconsolidated affiliates, net of tax⁽⁴⁾		(2.4)		1.5		0.8		(1.6)
Other comprehensive earnings		1.5		5.2		12.0		6.2
Comprehensive earnings		41.8		37.4		414.4		83.9
Net losses attributable to redeemable noncontrolling interests		—		7.5		2.5		16.1
Comprehensive earnings attributable to Black Knight	$	41.8	$	44.9	$	416.9	$	100.0
Net earnings per share attributable to Black Knight common shareholders:
Basic	$	0.26	$	0.26	$	2.62	$	0.60
Diluted	$	0.26	$	0.25	$	2.60	$	0.60
Weighted average shares of common stock outstanding (see Note 5):
Basic		154.5		155.4		154.4		155.5
Diluted		155.6		155.7		155.5		155.8

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Revenues $ 263.8
$ 267.1
$ 784.1
$ 764.5
Expenses:
Operating expenses 140.7
152.2
428.2
433.4
Depreciation and amortization 51.3
56.8
154.2
154.2
Transition and integration costs 4.0
1.1
8.5
2.2
Total expenses 196.0
210.1
590.9
589.8
Operating income 67.8
57.0
193.2
174.7
Other income and expense:
Interest expense (14.1 ) (16.9 ) (44.8 ) (50.6 )
Other expense, net (0.6 ) (1.4 ) (17.1 ) (6.2 )
Total other expense, net (14.7 ) (18.3 ) (61.9 ) (56.8 )
Earnings before income taxes 53.1
38.7
131.3
117.9
Income tax expense 9.2
6.3
24.3
19.2
Net earnings 43.9
32.4
107.0
98.7
Less: Net earnings attributable to noncontrolling interests 29.2
21.2
71.9
64.7
Net earnings attributable to Black Knight $ 14.7
$ 11.2
$ 35.1
$ 34.0
Other comprehensive earnings (loss):
Unrealized holding gains (losses), net of tax 0.3
0.4
0.9
(0.9 )
Reclassification adjustments for losses included in net earnings, net of tax (1) —
0.1
0.2
0.4
Total unrealized gains (losses) on interest rate swaps, net of tax (2) 0.3
0.5
1.1
(0.5 )
Foreign currency translation adjustment —
0.1
0.1
(0.1 )
Other comprehensive earnings (loss) 0.3
0.6
1.2
(0.6 )
Comprehensive earnings attributable to noncontrolling interests 29.8
22.2
74.1
63.9
Comprehensive earnings $ 44.8
$ 34.0
$ 110.4
$ 97.3

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Earnings per share:
Net earnings per share attributable to Black Knight common shareholders:
Basic $ 0.22
$ 0.17
$ 0.52
$ 0.52
Diluted $ 0.21
$ 0.16
$ 0.51
$ 0.50
Weighted average shares of common stock outstanding (Note 2):
Basic 67.9
65.9
67.7
65.9
Diluted 68.5
67.9
152.7
67.8


(1)	Net of income tax expense of $0.9 million and income tax benefit of $0.1 million for the three months ended June 30, 2022 and 2021, respectively, and income tax expense of $2.3 million and $0.1 million for the six months ended June 30, 2022 and 2021, respectively.

(2)

Amounts reclassified to net earnings relate to losses on interest rate swaps and are included in Interest expense, ~~on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). Amount is~~net above. Amounts are net of income tax ~~expense~~benefit of $0.7 million and $1.4 million for the three months ended June 30, 2022 and 2021, respectively, and $1.8 million and $2.7 million for the six months ended June 30, 2022 and 2021, respectively.

(3)	Net of income tax benefit of $0.2 million for the three and six months ended June 30, 2022 and less than $0.1 million for the three and six months ended ~~September~~June 30, ~~2017~~2021.

(4)

Net of income tax benefit of $0.8 million and ~~$0.1~~income tax expense of $0.5 million for the three months ended ~~September~~June 30, ~~2016. Amount is net of~~2022 and 2021, respectively, and income tax expense of ~~$0.1~~$0.3 million and ~~$0.3~~income tax benefit $0.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, respectively.


~~(2)~~	~~Net of income tax expense of $0.2 million and $0.3 million for the three months ended September 30, 2017 and 2016, respectively. Net of income tax expense (benefit) of$0.7 million and $(0.3) million for the nine months ended September 30, 2017 and 2016, respectively.~~

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

BLACK KNIGHT, INC.

Condensed Consolidated ~~Statement~~Statements of Equity

~~(Unaudited)~~

(In millions)

Black Knight Financial Services, Inc. Black Knight, Inc.
Class A common stock Class B common stock Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive (loss) earnings Treasury stock
Shares $ Shares $ Shares $ Shares $ Noncontrolling interests Total equity
Balance, December 31, 2016 69.1
$ —
84.8
$ —
—
$ —
$ 810.8
$ 65.7
$ (0.8 ) —
$ —
$ 1,063.7
$ 1,939.4
Issuance of restricted shares of Class A common stock 1.0
—
—
—
—
—
—
—
—
—
—
—
—
Forfeitures of restricted shares of Class A common stock (0.1 ) —
—
—
—
—
—
—
—
—
—
—
—
Exchange of Class B common stock for Class A common stock 0.2
—
(0.2 ) —
—
—
—
—
—
—
—
—
—
Tax withholding payments for restricted share vesting (0.1 ) —
—
—
—
—
(4.3 ) —
—
—
—
—
(4.3 )
Purchases of treasury stock —
—
—
—
—
—
—
—
—
1.2
(46.6 ) —
(46.6 )
Equity-based compensation expense —
—
—
—
—
—
14.0
—
—
—
—
—
14.0
Net earnings —
—
—
—
—
—
—
35.1
—
—
—
71.9
107.0
Foreign currency translation adjustment —
—
—
—
—
—
—
—
0.1
—
—
—
0.1
Unrealized gains on interest rate swaps, net —
—
—
—
—
—
—
—
1.1
—
—
2.2
3.3
Tax distributions to members —
—
—
—
—
—
—
—
—
—
—
(75.3 ) (75.3 )
Distribution of FNF's ownership interest and related transactions (70.1 ) —
(84.6 ) —
153.5
—
774.4
(46.6 ) 0.6
(1.2 ) 46.6
(1,062.5 ) (287.5 )
Balance, September 30, 2017 —
$ —
—
$ —
153.5
$ —
$ 1,594.9
$ 54.2
$ 1.0
—
$ —
$ —
$ 1,650.1

(Unaudited)


	Three months ended June 30, 2022
								Accumulated
				Additional				other					Total		Redeemable
	Common stock			paid-in		Retained		comprehensive		Treasury stock			shareholders’		noncontrolling
	Shares	$		capital		earnings		loss		Shares	$		equity		interests
Balance, March 31, 2022	160.0	$	—	$	1,364.8	$	1,327.4	$	(7.0)	4.1	$	(234.2)	$	2,451.0	$	40.2
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC	—		—		(7.2)		—		—	—		—		(7.2)		7.2
Grant of restricted shares of common stock	—		—		(4.2)		—		—	(0.1)		4.2		—		—
Forfeitures of restricted shares of common stock	—		—		0.2		—		—	—		(0.2)		—		—
Tax withholding payments for restricted share vesting	—		—		(0.3)		—		—	—		—		(0.3)		—
Vesting of restricted shares granted from treasury stock	—		—		0.2		—		—	—		(0.2)		—		—
Equity-based compensation expense	—		—		12.9		—		—	—		—		12.9		—
Net earnings	—		—		—		40.3		—	—		—		40.3		—
Equity-based compensation expense of unconsolidated affiliates	—		—		—		0.5		—	—		—		0.5		—
Foreign currency translation adjustment	—		—		—		—		(0.4)	—		—		(0.4)		—
Unrealized gains on interest rate swaps, net	—		—		—		—		4.3	—		—		4.3		—
Other comprehensive loss on investments in unconsolidated affiliates	—		—		—		—		(2.4)	—		—		(2.4)		—
Other	—		—		1.4		—		—	—		—		1.4		—
Balance, June 30, 2022	160.0	$	—	$	1,367.8	$	1,368.2	$	(5.5)	4.0	$	(230.4)	$	2,500.1	$	47.4


	Three months ended June 30, 2021
								Accumulated
				Additional				other						Total	Redeemable
	Common stock			paid-in		Retained		comprehensive		Treasury stock			shareholders’		noncontrolling
	Shares	$		capital		earnings		loss		Shares	$		equity		interests
Balance, March 31, 2021	160.0	$	—	$	2,017.0	$	812.0	$	(37.8)	3.4	$	(176.5)	$	2,614.7	$	578.0
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC	—		—		(7.5)		—		—	—		—		(7.5)		7.5
Grant of restricted shares of common stock	—		—		(1.3)		—		—	—		1.3		—		—
Forfeitures of restricted shares of common stock	—		—		0.4		—		—	—		(0.4)		—		—
Tax withholding payments for restricted share vesting	—		—		(1.7)		—		—	—		—		(1.7)		—
Vesting of restricted shares granted from treasury stock	—		—		1.0		—		—	—		(1.0)		—		—
Equity-based compensation expense	—		—		13.1		—		—	—		—		13.1		—
Net earnings (losses)	—		—		—		39.7		—	—		—		39.7		(7.5)
Equity-based compensation expense of unconsolidated affiliates	—		—		—		0.7		—	—		—		0.7		—
Foreign currency translation adjustment	—		—		—		—		(0.1)	—		—		(0.1)		—
Unrealized gains on interest rate swaps, net	—		—		—		—		3.8	—		—		3.8		—
Other comprehensive gains on investments in unconsolidated affiliates	—		—		—		—		1.5	—		—		1.5		—
Balance, June 30, 2021	160.0	$	—	$	2,021.0	$	852.4	$	(32.6)	3.4	$	(176.6)	$	2,664.2	$	578.0

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

BLACK KNIGHT, INC.

Condensed Consolidated Statements of ~~Cash Flows~~

~~(Unaudited)~~

Equity

(In millions)

Nine months ended September 30,
2017
2016
Cash flows from operating activities:
Net earnings $ 107.0
$ 98.7
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 154.2
154.2
Amortization of debt issuance costs, bond premium and original issue discount 2.5
2.0
Loss on extinguishment of debt, net 12.6
—
Deferred income taxes, net 4.8
3.7
Equity-based compensation 14.2
9.5
Changes in assets and liabilities, net of acquired assets and liabilities:
Trade and other receivables, including receivables from related parties (19.9 ) (23.1 )
Prepaid expenses and other assets 3.1
(7.0 )
Deferred contract costs (35.6 ) (41.1 )
Deferred revenues 27.6
15.8
Trade accounts payable and other accrued liabilities, including accrued compensation and benefits (30.7 ) (2.2 )
Net cash provided by operating activities 239.8
210.5
Cash flows from investing activities:
Additions to property and equipment (5.3 ) (24.0 )
Additions to computer software (37.1 ) (31.9 )
Business acquisitions, net of cash acquired —
(150.2 )
Other investing activities (4.0 ) —
Net cash used in investing activities (46.4 ) (206.1 )
Cash flows from financing activities:
Borrowings 400.0
55.0
Senior Notes redemption (390.0 ) —
Senior Notes redemption fee (18.8 ) —
Debt service payments (25.9 ) (138.0 )
Distributions to members (75.3 ) (48.5 )
Purchases of treasury stock (46.6 ) —
Capital lease payments (11.6 ) —
Tax withholding payments for restricted share vesting (4.3 ) —
Debt issuance costs (8.6 ) —
Net cash used in financing activities (181.1 ) (131.5 )
Net increase (decrease) in cash and cash equivalents 12.3
(127.1 )
Cash and cash equivalents, beginning of period 133.9
186.0
Cash and cash equivalents, end of period $ 146.2
$ 58.9

Supplemental cash flow information:
Interest paid $ (45.2 ) $ (39.6 )
Income taxes paid $ (13.6 ) $ (16.0 )

(Unaudited)


	Six months ended June 30, 2022
								Accumulated
				Additional				other					Total		Redeemable
	Common stock			paid-in		Retained		comprehensive		Treasury stock			shareholders’		noncontrolling
	Shares	$		capital		earnings		loss		Shares	$		equity		interests
Balance, December 31, 2021	160.0	$	—	$	1,410.9	$	968.2	$	(17.5)	4.7	$	(271.2)	$	2,090.4	$	1,188.8
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC	—		—		(17.1)		—		—	—		—		(17.1)		17.1
Acquisition of remaining redeemable noncontrolling interests in Optimal Blue Holdco, LLC	—		—		—		—		—	—		—		—		(1,156.0)
Grant of restricted shares of common stock	—		—		(50.8)		—		—	(0.9)		50.8		—		—
Forfeitures of restricted shares of common stock	—		—		1.2		—		—	—		(1.2)		—		—
Tax withholding payments for restricted share vesting	—		—		(11.0)		—		—	—		—		(11.0)		—
Vesting of restricted shares granted from treasury stock	—		—		8.8		—		—	0.2		(8.8)		—		—
Equity-based compensation expense	—		—		23.6		—		—	—		—		23.6		—
Net earnings (losses)	—		—		—		404.9		—	—		—		404.9		(2.5)
Equity-based compensation expense of unconsolidated affiliates	—		—		—		(4.9)		—	—		—		(4.9)		—
Foreign currency translation adjustment	—		—		—		—		(0.6)	—		—		(0.6)		—
Unrealized gains on interest rate swaps, net	—		—		—		—		11.8	—		—		11.8		—
Other comprehensive gains on investments in unconsolidated affiliates	—		—		—		—		0.8	—		—		0.8		—
Other	—		—		2.2		—		—	—		—		2.2		—
Balance, June 30, 2022	160.0	$	—	$	1,367.8	$	1,368.2	$	(5.5)	4.0	$	(230.4)	$	2,500.1	$	47.4


	Six months ended June 30, 2021
								Accumulated
				Additional				other						Total	Redeemable
	Common stock			paid-in		Retained		comprehensive		Treasury stock			shareholders’		noncontrolling
	Shares	$		capital		earnings		loss		Shares	$		equity		interests
Balance, December 31, 2020	160.1	$	—	$	2,053.7	$	757.4	$	(38.8)	3.1	$	(144.6)	$	2,627.7	$	578.0
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC	—		—		(16.1)		—		—	—		—		(16.1)		16.1
Grant of restricted shares of common stock	—		—		(26.6)		—		—	(0.5)		26.6		—		—
Forfeitures of restricted shares of common stock	—		—		0.5		—		—	—		(0.5)		—		—
Tax withholding payments for restricted share vesting	(0.1)		—		(24.4)		—		—	—		—		(24.4)		—
Vesting of restricted shares granted from treasury stock	—		—		11.4		—		—	0.2		(11.4)		—		—
Equity-based compensation expense	—		—		22.5		—		—	—		—		22.5		—
Net earnings (losses)	—		—		—		93.8		—	—		—		93.8		(16.1)
Equity-based compensation expense of unconsolidated affiliates	—		—		—		1.2		—	—		—		1.2		—
Purchases of treasury stock	—		—		—		—		—	0.6		(46.7)		(46.7)		—
Foreign currency translation adjustment	—		—		—		—		(0.4)	—		—		(0.4)		—
Unrealized gains on interest rate swaps, net	—		—		—		—		8.2	—		—		8.2		—
Other comprehensive loss on investments in unconsolidated affiliates	—		—		—		—		(1.6)	—		—		(1.6)		—
Balance, June 30, 2021	160.0	$	—	$	2,021.0	$	852.4	$	(32.6)	3.4	$	(176.6)	$	2,664.2	$	578.0

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

BLACK KNIGHT, INC.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	Six months ended June 30,
	2022		2021
Cash flows from operating activities:
Net earnings	$	402.4	$	77.7
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		184.0		178.2
Amortization of debt issuance costs and original issue discount		1.9		2.0
Loss on extinguishment of debt		0		2.5
Deferred income taxes, net		(144.9)		(3.9)
Equity in earnings of unconsolidated affiliates, net of tax		(303.0)		(1.4)
Equity-based compensation		23.6		22.5
Changes in assets and liabilities, net of acquired assets and liabilities:
Trade receivables, including receivables from related parties		(17.4)		(10.7)
Prepaid expenses and other assets		(28.1)		(36.8)
Deferred contract costs		(21.7)		(24.1)
Deferred revenues		(15.3)		6.4
Trade accounts payable and other liabilities		8.3		(13.2)
Net cash provided by operating activities		89.8		199.2
Cash flows from investing activities:
Additions to property and equipment		(11.8)		(11.5)
Additions to software		(43.7)		(45.4)
Business acquisitions, net of cash acquired		0		(48.3)
Asset acquisitions		0		(10.0)
Other investing activities		(4.0)		(1.2)
Net cash used in investing activities		(59.5)		(116.4)
Cash flows from financing activities:
Revolver borrowings		585.8		260.3
Revolver payments		(195.1)		(210.0)
Term loan borrowings		0		1.6
Term loan payments		(14.4)		—
Payments made for redeemable noncontrolling interests		(433.5)		—
Purchases of treasury stock		0		(46.7)
Tax withholding payments for restricted share vesting		(11.0)		(24.4)
Finance lease payments		(0.8)		(2.0)
Debt issuance costs paid		0		(7.6)
Other financing activities		(0.4)		—
Net cash used in financing activities		(69.4)		(28.8)
Net (decrease) increase in cash and cash equivalents		(39.1)		54.0
Cash and cash equivalents, beginning of period		77.1		34.7
Cash and cash equivalents, end of period	$	38.0	$	88.7
Supplemental cash flow information:
Interest paid, net	$	(41.9)	$	(40.0)
Income taxes paid, net	$	(124.3)	$	(42.7)

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

BLACK KNIGHT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~Except as otherwise indicated or unless the context otherwise requires, all references to "Black~~

(1)Basis of Presentation and Overview

The accompanying Condensed Consolidated Financial Statements (Unaudited) of Black Knight, Inc. (“BKI”) and its subsidiaries ("Black Knight," the "Company," "we," "us" or "our" ~~(1) prior to the Distribution (as defined in Note 1 — Basis of Presentation), are to Black Knight Financial Services, Inc., a Delaware corporation, and its subsidiaries ("BKFS"~~) ~~and (2) after the Distribution, are to Black Knight, Inc., a Delaware corporation, and its subsidiaries.~~


~~(1)~~	~~Basis of Presentation~~

~~The accompanying Condensed Consolidated Financial Statements (Unaudited)~~ were prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), and all adjustments considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated.

The preparation of these Condensed Consolidated Financial Statements (Unaudited) in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Condensed Consolidated Financial Statements (Unaudited), as well as the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

This Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2021 filed with the Securities and Exchange Commission ("SEC") on February ~~24, 2017.~~

~~As a result of~~25, 2022 and other filings with the Distribution and the THL Interest Exchange on September 29, 2017 (as defined below), Black Knight, Inc. became the new public company and owns 100% of BKFS, and therefore, there are no longer any noncontrolling interests of BKFS as of September 30, 2017. There was no change to the underlying Black Knight business, and for this reason, there was no change in reporting entity in accordance with GAAP.

SEC.

Description of Business

~~Black Knight is~~

We are a ~~leading~~premier provider of integrated, innovative, mission-critical, high-performance software solutions, data and analytics ~~solutions~~ to the U.S. mortgage and ~~consumer loan,~~ real estate markets. Our mission is to transform the markets we serve by delivering innovative solutions that are integrated across the homeownership lifecycle and ~~capital market verticals. We believe~~that result in realized efficiencies, reduced risk and new opportunities for our clients to help them achieve greater levels of success.

Principles of Consolidation

The Condensed Consolidated Financial Statements (Unaudited) include the accounts of BKI, its wholly-owned subsidiaries and non-wholly owned subsidiaries in which we ~~differentiate ourselves by~~have a controlling financial interest either through voting rights or means other than voting rights. Intercompany transactions and balances have been eliminated in consolidation. Where our ownership interest in a consolidated subsidiary is less than 100%, the ~~breadth~~noncontrolling interests’ share of these non-wholly owned subsidiaries is reported in our Condensed Consolidated Balance Sheets (Unaudited) as a separate component of equity or within temporary equity. The noncontrolling interests’ share of the net earnings (loss) of these non-wholly owned subsidiaries is reported in our Condensed Consolidated Statements of Earnings and ~~depth of our comprehensive, integrated solutions and the insight we provide~~Comprehensive Earnings (Unaudited) as an adjustment to our ~~clients.~~net earnings to arrive at Net earnings attributable to Black Knight.

Redeemable Noncontrolling Interests

Prior to February 15, 2022, Optimal Blue Holdco, LLC (“Optimal Blue Holdco”) was a non-wholly owned subsidiary and considered a variable interest entity. We were the primary beneficiary of Optimal Blue Holdco through our controlling interest and our rights established in the Second Amended and Restated Limited Liability Company Agreement of Optimal Blue Holdco dated November 24, 2020 (the “OB Holdco LLC Agreement”). As such, we controlled Optimal Blue Holdco and its subsidiaries, and we consolidated its financial position and results of operations. Prior to February 15, 2022, we owned 60% of Optimal Blue Holdco. Redeemable noncontrolling interests primarily represented the collective 40% equity interest in Optimal Blue Holdco owned by Cannae Holdings, LLC ("Cannae") and affiliates of Thomas H. Lee Partners, L.P. ("THL"). As these redeemable noncontrolling interests provided for redemption features not solely within our control, they were presented outside of shareholders' equity.

On February 15, 2022, we entered into a purchase agreement with Cannae and THL and acquired all of their issued and outstanding Class A units of Optimal Blue Holdco through Optimal Blue I, LLC (“Optimal Blue I”), a Delaware limited liability company and our wholly-owned subsidiary, in exchange for aggregate consideration of 36.4 million shares of Dun & Bradstreet Holdings, Inc. (“DNB”) common stock valued at $722.5 million and $433.5 million in cash, included as a financing cash outflow on the Condensed Consolidated Statements of Cash Flows (Unaudited), funded with borrowings under our revolving credit facility. The aggregate consideration of $1.156 billion and number of shares of DNB common stock paid to Cannae and THL was based on the 20-day volume-weighted average trading price of DNB for the period ended on February 14, 2022. As of February 15, 2022, we own 100% of the Class A units of Optimal Blue Holdco.

Table of Contents

BLACK KNIGHT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Reporting Segments

We conduct our operations through ~~two~~2 reporting segments: (1) Software Solutions ~~(formerly known as the Technology segment)~~ and (2) Data and Analytics. See further discussion in Note 813 — Segment Information.

~~Distribution~~

Merger Agreement

On May 4, 2022, we entered into a definitive agreement to be acquired by Intercontinental Exchange, Inc. (“ICE”), a leading global provider of ~~FNF's Ownership Interest~~data, technology, and ~~Related Transactions~~

~~On December 7, 2016, we announced that Fidelity National Financial, Inc.'s ("FNF"~~market infrastructure, in a transaction valued at approximately $13.1 billion, or $85 per share, with consideration in the form of a mix of cash (80%) ~~board~~and stock (20%) (the “ICE Transaction”). The aggregate cash consideration in the ICE Transaction consists of ~~directors~~approximately $10.5 billion and the aggregate stock consideration is valued at approximately $2.6 billion based on ICE’s 10-day volume weighted average price as of May 2, 2022 of $118.09. Black Knight shareholders can elect to receive either cash or stock, subject to proration, with the value of the cash election and the stock election equalized at closing. The ICE Transaction is expected to close in the first half of 2023, subject to the receipt of regulatory approvals, Black Knight shareholder approval and the satisfaction of customary closing conditions. The ICE Transaction has been approved ~~a tax-free plan (the "Distribution Plan") whereby FNF intended to distribute all 83.3 million shares of BKFS common stock that it owned to FNF Group shareholders.~~

~~On September 29, 2017, the transactions contemplated~~ by the Distribution Plan were consummated through four newly-formed corporations, New BKH Corp. ("New BKH"), Black Knight, Inc. (formerly known as Black Knight Holdco Corp.), New BKH Merger Sub, Inc. ("Merger Sub One") and BKFS Merger Sub, Inc. ("Merger Sub Two"), as follows:

~~Black Knight Holdings, Inc. ("BKHI"), a wholly-owned subsidiary~~Boards of ~~FNF, contributed all of its 83.3 million shares of BKFS Class B common stock and all of its units~~Directors of Black Knight ~~Financial Services, LLC ("BKFS LLC"~~and ICE.

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act’) and related rules, the ICE Transaction may not be completed until notifications have been given and information furnished to ~~New BKH in exchange for 100%~~the Antitrust Division of the ~~shares~~United States Department of ~~New BKH common stock;~~

~~Following which BKHI converted into a limited liability company~~Justice (the “Antitrust Division”) and ~~distributed to FNF~~the United States Federal Trade Commission, (the “FTC”) and all statutory waiting period requirements have been satisfied. Completion of the ~~shares of New BKH common stock held by BKHI;~~

~~Immediately thereafter, FNF distributed the shares of New BKH common stock to the holders of FNF Group common stock on a pro-rata basis (the "Spin-off");~~

~~Immediately following the Spin-off, Merger Sub One merged with and into New BKH (the "New BKH merger");~~

In the New BKH merger, each outstanding share of New BKH common stock (other than shares owned by New BKH) was exchanged for one share of Black Knight, Inc. common stock. New BKH shares owned by New BKH immediately prior to the New BKH merger were canceled for no consideration. As a result of the Spin-Off and the New BKH merger, FNF Group shareholders received 0.3066322 shares of Black Knight, Inc. common stock for each share of FNF Group common stock they held;

~~BLACK KNIGHT, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)~~

~~Immediately following the New BKH merger, Merger Sub Two merged with and into Black Knight Financial Services, Inc. (the "BKFS merger");~~

In the BKFS merger, each outstanding share of BKFS Class A common stock (other than shares owned by BKFS) was exchanged for one share of Black Knight, Inc. common stock. Shares of BKFS Class A common stock owned by BKFS, otherwise referred to as treasury stock, immediately prior to the BKFS merger were canceled for no consideration; and

~~Black Knight, Inc.~~ICE Transaction is ~~the public company following the completion of the transactions above which are collectively referred to as the "Distribution".~~

Shares of Black Knight, Inc. common stock are listed on the New York Stock Exchange under the trading symbol “BKI”, and began trading on October 2, 2017. Under the organizational documents of Black Knight, Inc., the rights of the holders of shares of Black Knight, Inc. common stock are substantially the same as the rights of former holders of BKFS Class A common stock.

On June 8, 2017, Black Knight, Inc., BKFS and certain affiliates of Thomas H. Lee Partners, L.P. ("THL") entered into an interest exchange agreement (the "THL Interest Exchange"). Immediately following the completion of the Distribution, affiliates of THL contributed to Black Knight, Inc. all of their BKFS Class B common stock and all of their BKFS LLC Units in exchange for a number of shares of Black Knight, Inc. common stock equal to the number of shares of BKFS Class B common stock contributed. Following the completion of the Distribution and the THL Interest Exchange, the shares of BKFS Class B common stock were canceled.

For additional details of the effects of the Distribution, the THL Interest Exchange and other related transactions, see "Share Repurchase Plan", "Deferred Compensation Plan", "Employee Stock Purchase Plan", "401(k) Profit Sharing Plan" and "Treasury Shares" within this note, Note 5 — ~~Income Taxes~~ ~~and Note 7~~— ~~Equity-Based Compensation.~~

~~Consolidation~~

~~Prior to the Distribution described above, BKFS LLC was~~ subject to the ~~consolidation guidance related to variable interest entities as set forth in Accounting Standards Codification ("ASC") Topic 810,~~ ~~Consolidation~~ ~~("ASC 810").~~expiration or earlier termination of the applicable waiting period under the HSR Act. ICE and Black Knight as the sole managing member of BKFS LLC, had the exclusive authority to manage, control and operate the business and affairs of BKFS LLC and its subsidiaries, pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement ("LLC Agreement"). Under the terms of the LLC Agreement, Black Knight was authorized to manage the business of BKFS LLC, including the authority to enter into contracts, manage bank accounts, hire employees and agents, incur and pay debts and expenses, merge or consolidate with other entities and pay taxes. Because Black Knight was the primary beneficiary through its sole managing member interest and possessed the rights established in the LLC Agreement, in accordance with the requirements of ASC 810, Black Knight controlled BKFS LLC and appropriately consolidated the operations thereof.

We account for noncontrolling interests in accordance with ASC 810. Our Class A shareholders indirectly controlled BKFS LLC through our managing member interest. Our Class B shareholders had a noncontrolling interest in BKFS LLC. Their share of equity in BKFS LLC is reflected in Noncontrolling interests in our Condensed Consolidated Balance Sheets (Unaudited) andeach filed their share of net earnings or loss in BKFS LLC is reported in Net earnings attributable to noncontrolling interests in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). Net earnings attributable to noncontrolling interests do not include expenses incurred directly by Black Knight, including income tax expense attributable to Black Knight.

~~Subsequent to the Distribution, BKFS LLC is an indirect wholly-owned subsidiary of Black Knight, Inc., and therefore, there are no longer any noncontrolling interests in BKFS LLC.~~

~~Realignment of Property Insight~~

Effective January 1, 2017, Property Insight, LLC ("Property Insight"), a Black Knight subsidiary that provides information used by title insurance underwriters, title agents and closing attorneys to source and underwrite title insurance for real property sales and transfer, realigned its commercial relationship with FNF. In connection with the realignment, Property Insight employees responsible for title plant posting and maintenance were transferred to FNF. Under the new commercial arrangement, Black Knight continues to own the title plant technology and retains sales responsibility for third parties, other than FNF. As a result of the realignment, Black Knight no longer recognizes revenues or expenses related to title plant posting and maintenance, but charges FNF a license fee for use of the technology to access and maintain the title plant data. This transaction did not result in any gain or loss.

~~BLACK KNIGHT, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)~~

~~Share Repurchase Program~~

On January 31, 2017, the BKFS board of directors approved a three-year share repurchase program, effective February 3, 2017, authorizing us to repurchase up to 10 million shares of BKFS Class A common stock from time to time through February 2, 2020, through open market purchases, negotiated transactions or other means, in accordance with applicable securities laws and other restrictions. There were no repurchases during the third quarter of 2017. During the nine months ended September 30, 2017, we repurchased approximately 1.2 million shares of our BKFS Class A common stock for $46.6 million, or an average of $39.18 per share.

In connection with the Distribution, the Black Knight board of directors approved a share repurchase program authorizing the repurchase of shares of Black Knight, Inc. common stock consistent with the previous BKFS share repurchase program. The timing and volume of share repurchases will be determined by our management based on ongoing assessments of the capital needs of the business, the market price of Black Knight, Inc. common stock and general market conditions. As of September 30, 2017, we had approximately 8.8 million shares remaining under our share repurchase authorization.

~~THL Secondary Offering~~

On May 8, 2017, Black Knight announced the pricing of an underwritten secondary offering of 5,000,000 shares of its Class A common stock (the “Offering”) by affiliates of THL pursuant to a shelf registration statement on Form S-3 filed with the SEC on May 8, 2017. Affiliates of THL in the Offering granted the underwriter an option to purchase up to 750,000 additional shares (the “Overallotment Option"). The Offering closed on May 12, 2017, and the full exercise of the Overallotment Option closedrespective HSR Act notification forms on May 18, ~~2017. The Company did not sell any shares~~2022. On June 17, 2022, the parties each received a Request for Additional Information and ~~did not receive any proceeds related~~Documentary Material (the “Second Request”) from the FTC with respect to the ~~Offering~~ICE Transaction. Accordingly, the HSR waiting period will expire 30 days after ICE and Black Knight each certify their substantial compliance with the Second Request, unless earlier terminated by the FTC or ~~Overallotment Option. See Note 3 —~~ ~~Related Party Transactions~~ ~~for~~extended by agreement of the ~~change in ownership percentages related to these transactions.~~

parties or court order.

(2)Condensed Consolidated Financial Statement Details

Cash and Cash Equivalents

Cash and cash equivalents are unrestricted and include the following (in millions):

September 30, 2017 December 31, 2016
Unrestricted:
Cash $ 87.0
$ 129.8
Cash equivalents 57.2
1.8
Total unrestricted cash and cash equivalents 144.2
131.6
Restricted cash equivalents (1) 2.0
2.3
Total cash and cash equivalents $ 146.2
$ 133.9

~~_______________~~

~~(1) Restricted cash equivalents relate to our subsidiary, I-Net Reinsurance Limited, and are held in trust until the final reinsurance policy is canceled.~~



	June 30, 2022		December 31, 2021
Cash	$	28.0	$	24.0
Cash equivalents		10.0		53.1
Cash and cash equivalents	$	38.0	$	77.1

Trade Receivables, Net

A summary of Trade receivables, net of allowance for ~~doubtful accounts, as of September 30, 2017 and December 31, 2016~~credit losses is as follows (in millions):



	June 30, 2022		December 31, 2021
Trade receivables — billed	$	159.9	$	147.4
Trade receivables — unbilled		47.1		47.1
Trade receivables		207.0		194.5
Allowance for credit losses		(3.8)		(2.7)
Trade receivables, net	$	203.2	$	191.8

September 30, 2017 December 31, 2016
Trade receivables — billed $ 129.1
$ 115.4
Trade receivables — unbilled 42.4
42.6
Total trade receivables 171.5
158.0
Allowance for doubtful accounts (2.3 ) (2.2 )
Total trade receivables, net $ 169.2
$ 155.8

Table of Contents

BLACK KNIGHT, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(Unaudited) -~~(UNAUDITED) – (Continued)

~~Capital Leases~~

Black Knight entered into a one-year capital lease agreement commencing January 1, 2017 with a bargain purchase option for certain computer equipment. The leased equipment has a useful life of five years

Prepaid Expenses and ~~will be depreciated on a straight-line basis over this period. The leased equipment was valued based on the net present value~~Other Current Assets

Prepaid expenses and other current assets consist of the ~~minimum lease payments, which was $8.4 million (net~~following (in millions):



	June 30, 2022		December 31, 2021
Prepaid expenses	$	51.2	$	44.7
Contract assets, net		25.5		23.0
Income tax receivables		11.7		6.5
Other current assets		9.3		8.8
Prepaid expenses and other current assets	$	97.7	$	83.0

Other Non-Current Assets

Other non-current assets consist of ~~imputed interest of $0.1 million).~~

~~The gross value of assets subject to capital leases was $8.4 million (net of imputed interest of $0.1 million)~~the following (in millions):


	June 30, 2022		December 31, 2021
Contract assets, net	$	98.0	$	80.2
Property records database		60.6		60.6
Right-of-use assets		29.0		32.9
Deferred compensation plan related assets		22.7		25.2
Contract credits		22.9		23.6
Prepaid expenses		5.8		4.5
Other		2.2		3.3
Other non-current assets	$	241.2	$	230.3

Trade Accounts Payable and $10.0 million (net of imputed interest of $0.1 million) as of September 30, 2017 and December 31, 2016, respectively, and is included in Property and equipment, net on the Condensed Consolidated Balance Sheets (Unaudited). The remaining capital lease obligation of $2.2 million and $5.0 million as of September 30, 2017 and December 31, 2016, respectively, is included in Other Accrued Liabilities

Trade accounts payable and other accrued liabilities onconsist of the ~~Condensed Consolidated Balance Sheets (Unaudited). The non-cash investing~~following (in millions):


	June 30, 2022		December 31, 2021
Accrued interest	$	12.3	$	12.3
Lease liabilities, current		10.4		10.8
Trade accounts payable		10.6		7.9
Other taxes payable and accrued		6.1		4.8
Accrued client liabilities		3.8		3.8
Other		16.6		24.9
Trade accounts payable and accrued liabilities	$	59.8	$	64.5

Deferred Revenues

Revenues recognized related to the amount included in the Deferred revenues balance at the beginning of each year were $20.6 million and ~~financing activity for~~$12.1 million during the ~~nine~~three months ended ~~September~~June 30, ~~2017~~2022 and ~~2016 was $2.2~~2021, respectively, and $41.5 million and ~~$8.4~~$29.8 million ~~respectively,~~during the six months ended June 30, 2022 and ~~relates to the unpaid portion~~2021, respectively.

Table of ~~the capital lease obligation.~~

~~Deferred Compensation Plan~~

Prior to the Distribution, certain of our management level employees and directors participated in the FNF Deferred Compensation Plan (the "FNF Plan"). The FNF Plan permits participants to defer receipt of part of their current compensation. Participant benefits for the FNF Plan are provided by a funded rabbi trust. The compensation withheld from FNF Plan participants, together with investment income on the FNF Plan, was recorded as a deferred compensation obligation to participants. The underlying rabbi trust and the related liability was historically carried by FNF. As a result of the Distribution, the liability to Black Knight participants in the FNF Plan, as well as the related assets of the funded rabbi trust, were transferred to the newly-formed Black Knight Deferred Compensation Plan (the "Black Knight Plan") in a non-cash transaction. The terms of the Black Knight Plan are consistent with the terms of the former FNF Plan. As of September 30, 2017, the assets of the funded rabbi trust of $11.5 million are included in Other non-current assets, $10.2 million of the related liability is included in Other non-current liabilities and $1.2 million of the related liability is included in Trade accounts payable and other accrued liabilities on the Condensed Consolidated Balance Sheets (Unaudited).

~~Employee Stock Purchase Plan~~

Effective July 20, 2015, we adopted the Black Knight Financial Services, Inc. Employee Stock Purchase Plan (the "ESPP"). On September 29, 2017, the board of directors of Black Knight, Inc. approved, and Black Knight, Inc. assumed the ESPP and renamed it the Black Knight, Inc. Employee Stock Purchase Plan. There were no changes to the terms of the ESPP.

~~401(k) Profit Sharing Plan~~

Prior to the Distribution, our employees participated in a qualified 401(k) plan sponsored by FNF. As a result of the Distribution, our employees no longer participate in this plan sponsored by FNF. Our indirect subsidiary, Black Knight InfoServ, LLC ("BKIS"), adopted and established the Black Knight 401(k) Profit Sharing Plan (the “Black Knight 401(k) Plan”), effective September 29, 2017. The terms of the Black Knight 401(k) Plan are consistent with the terms of the 401(k) plan sponsored by FNF.

~~Treasury Shares~~

Shares held in treasury at the time of the Distribution were canceled for no consideration. In connection with this transaction, we made a policy election to charge the cost in excess of par value to Retained earnings when we cancel or retire repurchased shares.

~~Equity-Based Compensation~~

~~During the first quarter of 2017, Black Knight adopted Accounting Standards Update ("ASU") 2016-09,~~ ~~Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting~~ ("ASU 2016-09"). In connection with this adoption, we made a policy election to account for forfeitures as they occur. The adoption of this ASU did not have a material effect on our business, financial condition or our results of operations.

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BLACK KNIGHT, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(Unaudited) -~~(UNAUDITED) – (Continued)

Depreciation and Amortization

Depreciation and amortization ~~on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) include~~includes the following (in millions):

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Property and equipment $ 7.3
$ 7.2
$ 21.7
$ 21.4
Computer software 21.2
20.6
62.4
57.5
Other intangible assets 16.9
20.5
50.9
56.2
Deferred contract costs 5.9
8.5
19.2
19.1
Total $ 51.3
$ 56.8
$ 154.2
$ 154.2

~~Deferred contract costs amortization for~~


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Other intangible assets	$	36.8	$	39.1	$	73.6	$	77.9
Software		35.6		32.7		71.1		63.3
Property and equipment		9.7		10.0		19.6		20.2
Deferred contract costs		10.4		8.6		19.7		16.8
Total	$	92.5	$	90.4	$	184.0	$	178.2

Other Non-Current Liabilities

Other non-current liabilities consist of the nine months ended September 30, 2017 includes accelerated amortization of $3.3 million recorded in the first quarter related to certain deferred implementation costs. Deferred contract costs amortization for the three and nine months ended September 30, 2016 includes accelerated amortization of $2.9 million.

~~Transition and Integration Costs~~

Transition and integration costs during the three and nine months ended September 30, 2017 primarily represent legal and professional fees related to the Distribution. Transition and integration costs during the three and nine months ended September 30, 2016 primarily represent acquisition-related costs.

~~2016 eLynx Acquisition~~

following (in millions):


	June 30, 2022		December 31, 2021
Lease liabilities, non-current	$	21.4	$	26.4
Deferred compensation plan		21.5		24.4
Unrealized losses on interest rate swaps (Note 7)		—		13.9
Other		13.7		14.0
Other non-current liabilities	$	56.6	$	78.7

(3)Business Acquisitions

2021 Acquisitions

On ~~May~~March 16, ~~2016, Black Knight~~2021, we completed the acquisition of ~~eLynx~~the technology assets and business of NexSpring Financial, LLC (“NexSpring”), which is reported within our Software Solutions segment, and is expected to broaden our ability to serve mortgage brokers.

On May 17, 2021, we completed the acquisition of 100% of the equity interests in eMBS, Inc. (“eMBS”), a leading data and analytics aggregator for residential mortgage-backed securities, which is reported within our Data & Analytics segment, and is expected to solidify and further expand our market leadership in solutions and data for agency-backed securities.

On July 7, 2021, we completed the acquisition of 100% of the equity interests in TOMN Holdings, Inc. ~~("eLynx"). The purchase price was allocated to the assets acquired~~ and ~~liabilities assumed based on their estimated fair value at the acquisition date. The fair value~~its subsidiaries (“Top of ~~the acquired Computer software and Other intangible assets was determined using a third-party valuation based on significant estimates and assumptions, including level 3 inputs,~~Mind”), which are judgmental in nature. These estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting the risk inherent in the future cash flows and future market prices. These estimates for the eLynx acquisition were finalized in the first quarter of 2017. Measurement period adjustments to provisional purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of changes in depreciation, amortization or other income resulting from such changes calculated as if the accounting had been completed on the acquisition date.

~~During the first quarter of 2017, adjustments were recorded to the following (in millions):~~

Goodwill $ 3.0
Computer software (2.6 )
Accrued compensation and benefits (0.3 )
Other intangible assets (0.1 )

~~The goodwill adjustment of $3.0 million~~ is ~~included in the~~reported within our Software Solutions segment. AnTop of Mind is the developer of Surefire^SM, a leading customer relationship management and marketing automation system for the mortgage industry.

During the three and six months ended June 30, 2022, we recorded a measurement period adjustment of ~~$0.5~~$0.2 million ~~to Depreciation and amortization was recorded in the first quarter of 2017~~ related to our 2021 acquisition of Top of Mind that reduced Goodwill and Deferred income taxes for certain book and tax basis differences as we completed the ~~changes~~tax return filings for the pre-acquisition period.

(4)Investments in ~~provisional values.~~

~~Recent Accounting Pronouncements~~

~~Revenue Recognition (ASC Topic 606, Revenue~~Unconsolidated Affiliates

DNB is a leading global provider of business decisioning data and analytics. On January 8, 2021, DNB completed its acquisition of Bisnode Business Information Group AB (the “Bisnode acquisition”). In connection with the Bisnode acquisition, DNB issued 6.2 million shares of common stock, which resulted in a decrease in our ownership interest in DNB from ~~Contracts~~13.0% to 12.8% at that time.

On February 15, 2022, we exchanged 36.4 million shares of DNB common stock and $433.5 million in cash in connection with ~~Customers ("ASC 606"))~~

~~In May 2014,~~ the ~~Financial Accounting Standards Board ("FASB") issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers~~ ~~("ASU 2014-09"), which was codified as ASC 606. This ASU supersedes the revenue recognition requirements in ASC Topic 605,~~ ~~Revenue Recognition,~~ and most industry-specific guidance. The guidance requires a five-step analysis of transactions to determine when and how revenue is recognized based upon the core principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendment also requires additional disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows arising from contracts with customers. The FASB has issued several additional ASUs since this time that add additional clarification. Allacquisition of the ~~new standards are effective~~remaining Class A units in Optimal Blue Holdco we acquired from Cannae and THL. The number of shares of DNB common stock was valued at $722.5 million based on the 20-day volume-weighted average trading price of DNB for the ~~Company~~period ended on ~~January 1, 2018.~~

~~In preparation for adoption~~

Table of ASC 606, we formed a project team and engaged a third-party professional services firm to assist us with our evaluation. We are applying an integrated approach to analyzing ASC 606's impact on our pattern of revenue

Contents

BLACK KNIGHT, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(Unaudited) -~~(UNAUDITED) – (Continued)

~~recognition, including~~

February 14, 2022. We recognized a ~~review~~gain of ~~accounting policies and practices, evaluating differences from applying the requirements~~$305.4 million, net of tax of $102.6 million, related to this transaction. As of June 30, 2022, we own 18.5 million shares of DNB common stock for an ownership interest of approximately 4.3% of DNB’s outstanding common stock.

We hold less than 20% of the ~~new standard to our contracts and business practices and assessing the need for changes to our processes, accounting systems and design~~outstanding common equity of internal controls. Based upon our assessment to date, we currently do not anticipate a material change to the pattern of revenue recognition related to revenue earned from the majority of our Software Solutions segment hosted software arrangements, Data and Analytics segment arrangements with transaction or volume-based fees or perpetual license arrangements in our Software Solutions and Data and Analytics segments. However, due to the complexity of certain of our contracts, including contracts for multiple products and services related to each of our segments, the final determination will be dependent on contract-specific terms.

During the third quarter, we continued our assessment with increased focus on completing certain detailed contract reviews and further identification of data and disclosure requirements, including the effect on our processes, accounting system and design of internal controls. We finalized changes to our revenue recognition and contract costs policies to address differences in treatment resulting from the adoption of the new standard.

~~While~~DNB, but we continue to ~~assess~~account for our investment under the ~~effect the adoption~~equity method because we continue to have significant influence over DNB primarily through a combination of ~~ASC 606 will have~~an agreement with certain other DNB investors pursuant to which we agreed to collectively vote together on ~~our consolidated financial statements, we currently anticipate changes~~matters related to the ~~timing~~election of ~~revenue recognition~~DNB directors for ~~distinct professional services performed during implementation~~a period of ~~certain solutions within~~three years following the initial public offering of DNB and our ~~origination software business, which will be recognized over~~investment.

As of June 30, 2022, DNB’s closing share price was $15.03, and the ~~period the professional services are performed. Moreover, fees~~fair value of our investment in DNB was $277.7 million before tax.

Summarized consolidated financial information for ~~certain post-implementation professional services related to minor customization~~DNB is presented below (in millions):


	June 30, 2022		December 31, 2021
Current assets	$	748.1	$	718.0
Non-current assets		8,948.5		9,279.2
Total assets	$	9,696.6	$	9,997.2

Current liabilities, including short-term debt	$	948.0	$	1,004.9
Non-current liabilities		5,102.9		5,247.0
Total liabilities		6,050.9		6,251.9
Total equity		3,645.7		3,745.3
Total liabilities and shareholders' equity	$	9,696.6	$	9,997.2


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021

Revenues	$	537.3	$	520.9	$	1,073.3	$	1,025.4
Loss before provision for income taxes and equity in net income of affiliates		(0.7)		(8.5)		(40.5)		(42.2)
Net loss		—		(50.8)		(29.8)		(74.1)
Net loss attributable to DNB		(1.8)		(51.7)		(33.1)		(76.7)

Equity in (losses) earnings of hosted software solutions, determined not to be distinct from the hosted software solutions, will be deferred and recognized over the remaining hosted software contract term. In addition, based on the ongoing analysisunconsolidated affiliates, net of contract acquisition and fulfillment costs, we do not expect a significant change to our current practice for capitalizing such costs; however, we anticipate we will amortize certain capitalized contract costs over a longer time period for certain contracts based on the requirementstax consists of the new standard. Further, we currently anticipate recognizing the license portion of certain distinct term license arrangements within our Data and Analytics segment upon delivery as opposed to ratably over the license term. For contracts where the promised software license and ongoing services are not distinct from each other, the timing of revenue recognition will be over time, which is consistent with the treatment under the current revenue recognition standard.

~~We are still in the process of quantifying the effects ASC 606 will have on our consolidated financial statements.~~

The standard allows companies to use either a full retrospective or a modified retrospective adoption approach. We currently anticipate adopting the new standard using the modified retrospective transition approach. Our decision to adopt using the modified retrospective transition approach is dependent on the completion of our analysis offollowing (in millions):


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Equity in losses of unconsolidated affiliates, net of tax	$	(0.1)	$	(5.0)	$	(2.4)	$	(8.5)
Non-cash gain related to DNB's issuance of common stock, net of tax		—		—		—		9.9
Gain related to DNB investment, net of tax		—		—		305.4		—
Equity in (losses) earnings of unconsolidated affiliates, net of tax	$	(0.1)	$	(5.0)	$	303.0	$	1.4

(5)Earnings Per Share

Diluted net earnings per share includes the effect of unvested restricted stock awards, restricted stock unit awards (“RSUs”) and Optimal Blue Holdco profits interests units (“OB PIUs”). For the ~~adoption~~three and six months ended June 30, 2021, the OB PIUs were excluded from the

Table of ~~ASC 606 will have on our results of operations, financial position and related disclosures.~~

~~Other Accounting Pronouncements~~

~~In August 2017, the FASB issued ASU 2017-12,~~ ~~Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities~~. This ASU expands and refines hedge accounting for both non-financial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. This update also includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. This ASU is effective in fiscal years beginning after December 15, 2018 with early adoption permitted. We are currently evaluating the effect the adoption of this ASU will have on our consolidated financial statements and related disclosures.

~~In May 2017, the FASB issued ASU 2017-09,~~ ~~Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting~~. This ASU provides clarity and reduces both diversity in practice and cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. This update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This ASU is effective prospectively in fiscal years beginning after December 15, 2017 with early adoption permitted. We do not expect this update to have a material effect on our results of operations or our financial position.

~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~. This ASU eliminates Step 2 of the goodwill impairment test that required a hypothetical purchase price allocation. Rather, entities should apply the same impairment assessment to all reporting units and recognize an impairment loss for the amount by which a reporting unit's carrying amount exceeds its fair value, without exceeding the total amount of goodwill allocated to that reporting unit. Entities will continue to have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This update is effective prospectively for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, or those beginning after January 1, 2017 if early adopted. We do not expect this update to have a material effect on our results of operations or our financial position.

~~In January 2016, the FASB issued ASU 2016-01,~~ ~~Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial~~ ~~Liabilities. This ASU enhances the reporting model and addresses certain aspects~~

Contents

BLACK KNIGHT, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(Unaudited) -~~(UNAUDITED) – (Continued)

of recognition, measurement, presentation and disclosure for financial instruments. This ASU is effective in fiscal years beginning after December 15, 2017. Early adoption of this ASU is not permitted. We do not expect this update to have a material effect on our results of operations or our financial position.

~~(2) Earnings Per Share~~

~~Basic earnings per share is computed by dividing Net earnings attributable to Black Knight by the weighted-average number of shares of common stock outstanding during the period.~~

~~Prior to the Distribution, potentially dilutive securities include unvested restricted stock awards and the shares of BKFS Class B common stock. The numerator in the~~

diluted ~~net~~ earnings per share calculation ~~is adjusted to reflect our income tax expense at an expected effective tax rate assuming~~because the ~~conversion~~effect of the shares of BKFS Class B common stock into shares of BKFS Class A common stock on a one-for-one basis, prior to the Distribution, for the nine months ended September 30, 2017. The expected effective tax rate for the nine months ended September 30, 2017 was 41.1%, including certain discrete items recorded during the period. The denominator includes approximately 84.4 million shares of BKFS Class B common stock outstanding for the nine months ended September 30, 2017. However, the approximately 83.7 million shares of BKFS Class B common stock for the three months ended September 30, 2017 and 84.8 million shares of BKFS Class B common stock for the three and nine months ended September 30, 2016their inclusion would have been excluded in computing diluted net earnings per share because including them on an "if-converted" basis would have an anti-dilutive effect. The denominator also includes the dilutive effect of approximately 0.6 million shares of unvested restricted shares of common stock for the three and nine months ended September 30, 2017, respectively, and approximately 2.0 million and 1.9 million shares for the three and nine months ended September 30, 2016, respectively.

The shares of Class B common stock did not share in the earnings or losses of Black Knight and were, therefore, not participating securities. Accordingly, basic and diluted net earnings per share of Class B common stock have not been presented.

antidilutive. The following table sets forth the computation of basic and diluted net earnings per share (in millions, except per share amounts):

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Basic:
Net earnings attributable to Black Knight $ 14.7
$ 11.2
$ 35.1
$ 34.0
Shares used for basic net earnings per share:
Weighted average shares of common stock outstanding 67.9
65.9
67.7
65.9
Basic net earnings per share $ 0.22
$ 0.17
$ 0.52
$ 0.52

Diluted:
Earnings before income taxes $ 131.3

Income tax expense excluding the effect of noncontrolling interests 54.0

Net earnings $ 77.3

Net earnings attributable to Black Knight $ 14.7
$ 11.2
$ 34.0
Shares used for diluted net earnings per share:
Weighted average shares of common stock outstanding 67.9
65.9
67.7
65.9
Dilutive effect of unvested restricted shares of common stock 0.6
2.0
0.6
1.9
Weighted average shares of Class B common stock outstanding —
—
84.4
—
Weighted average shares of common stock, diluted 68.5
67.9
152.7
67.8
Diluted net earnings per share $ 0.21
$ 0.16
$ 0.51
$ 0.50

~~BLACK KNIGHT, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)~~

~~(3)~~


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Basic:
Net earnings attributable to Black Knight	$	40.3	$	39.7	$	404.9	$	93.8
Shares used for basic net earnings per share:
Weighted average shares of common stock outstanding		154.5		155.4		154.4		155.5
Basic net earnings per share	$	0.26	$	0.26	$	2.62	$	0.60

Diluted:
Net earnings attributable to Black Knight	$	40.3	$	39.7	$	404.9	$	93.8
Shares used for diluted net earnings per share:
Weighted average shares of common stock outstanding		154.5		155.4		154.4		155.5
Dilutive effect of unvested restricted shares of common stock and OB PIUs		1.1		0.3		1.1		0.3
Weighted average shares of common stock, diluted		155.6		155.7		155.5		155.8
Diluted net earnings per share	$	0.26	$	0.25	$	2.60	$	0.60

(6)Related Party Transactions

Our service arrangements with related parties are ~~party~~priced within the range of prices we offer to certain related party agreements, including those with FNF and THL. The following table sets forth the ownership interests of FNF, THL and other holders of Black Knight common stock (shares in millions):

September 30, 2017 December 31, 2016
Shares
Ownership
Percentage
Shares
Ownership
Percentage
Black Knight, Inc. common stock:
THL and its affiliates 35.1
22.9 % —
— %
Restricted shares 1.9
1.2 % —
— %
Other, including those publicly traded 116.5
75.9 % —
— %
Total shares of Black Knight, Inc. common stock 153.5
100.0 % —
— %
BKFS Class A common stock:
THL and its affiliates —
— % 39.3
25.5 %
Restricted shares —
— % 2.9
1.9 %
Other, including those publicly traded —
— % 26.9
17.5 %
Total shares of Class A common stock —
— % 69.1
44.9 %
BKFS Class B common stock:
FNF subsidiary —
— % 83.3
54.1 %
THL and its affiliates —
— % 1.5
1.0 %
Total shares of Class B common stock —
— % 84.8
55.1 %
Total shares of BKFS common stock —
— % 153.9
100.0 %

~~As a result of the Distribution as described in Note 1 —~~ ~~Basis of Presentation,~~ FNF no longer has an ownership interest in Black Knight as of September 30, 2017. FNF is still considered to be a related party primarily due to the combination of certain shared board members, members of senior management and various agreements.

~~Transactions with FNF and THL are described below.~~

~~FNF~~

We have various agreements with FNF and certain FNF subsidiaries to provide software, data and analytics services, as well as corporate shared services and information technology. We are also a party to certain other agreements under which we incur other expenses or receive revenues from FNF.

A detail of the revenues and expenses, net from FNF is set forth in the table below (in millions). The decrease in Revenues from the prior year period are primarily the result of the Property Insight realignment as described in Note 1 — ~~Basis of Presentation~~.

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Revenues $ 13.8
$ 19.2
$ 43.2
$ 53.4
Operating expenses 3.4
3.8
9.8
11.5
Guarantee fee —
0.9
1.2
2.9

~~We paid to FNF a guarantee fee of 1.0% of the outstanding principal of the Senior Notes (as defined in Note 4 —~~ ~~Long-Term Debt~~) in exchange for the ongoing guarantee by FNF of the Senior Notes. The guarantee fee is included in Interest expense on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). On April 26, 2017, the Senior Notes were redeemed (see Note 4 — ~~Long-Term Debt~~ ~~for further information), and we are no longer required to pay a guarantee fee.~~

~~FNF subsidiaries held $48.9 million and $49.3 million as of September 30, 2017 and December 31, 2016, respectively, of principal amount of our Term B Loan (as defined in Note 4 —~~ ~~Long-Term Debt) from our credit agreement dated May 27, 2015, as amended.~~

~~BLACK KNIGHT, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)~~

~~THL~~

~~Two managing directors of THL currently serve on our Board of Directors. We purchase software and systems services from certain entities over which THL exercises control.~~

~~A detail of the expenses, net from THL is set forth in the table below (in millions):~~

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Operating expenses $ —
$ 0.2
$ 0.2
$ 1.0
Software and software-related purchases —
—
—
1.1

~~Certain affiliates of THL held $39.4 million of principal amount of our Term B Loan (as defined in Note 4 —~~ ~~Long-Term Debt) as of December 31, 2016 from our credit agreement dated May 27, 2015. They did not hold any of our debt as of September 30, 2017.~~

~~Revenues and Expenses~~

~~A detail of related party items included in Revenues is as follows (in millions):~~

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Data and analytics services $ 5.7
$ 12.3
$ 18.4
$ 34.2
Servicing, origination and default software services 8.1
6.9
24.8
19.2
Total related party revenues $ 13.8
$ 19.2
$ 43.2
$ 53.4

~~A detail of related party items included in Operating expenses (net of expense reimbursements) is as follows (in millions):~~

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Data entry, indexing services and other operating expenses $ 1.4
$ 2.4
$ 3.9
$ 7.3
Corporate services 2.4
2.4
7.4
7.6
Technology and corporate services (0.4 ) (0.8 ) (1.3 ) (2.4 )
Total related party expenses, net $ 3.4
$ 4.0
$ 10.0
$ 12.5

Additionally, related party prepaid fees were less than $0.1 million as of September 30, 2017 and $0.1 million as of December 31, 2016. These fees are included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets (Unaudited). Finally, related party deferred revenues were $1.0 million as of September 30, 2017, which are included in current Deferred revenues on the Condensed Consolidated Balance Sheets (Unaudited).

third parties. We believe the amounts earned from or charged by us under each of the ~~foregoing~~following arrangements are fair and reasonable. We believe our service arrangements are priced within the range of prices we offer to third parties, except for certain corporate services provided to an FNF subsidiary and certain corporate services provided by FNF, which are at cost. However, the amounts we earned or that were charged under these arrangements were not negotiated at arm's length and may not represent the terms that we might have obtained from an unrelated third party.

DNB

DNB is considered to be a related party primarily due to the combination of our investment in DNB and our Executive Chairman, who is also the Chief Executive Officer of DNB. Refer to Note 4 — Investments in Unconsolidated Affiliates for additional details.

In June 2021, we entered into a five-year agreement with DNB to provide them with certain products and data over the term of the agreement, as well as professional services, for an aggregate fee of approximately $34 million over the term of the agreement. During the same period, we also entered into an agreement with DNB for access to certain of their data assets for an aggregate fee of approximately $24 million over the term of the agreement. In addition, we will jointly market certain solutions and data.

The following is a summary of amounts related to agreements with DNB included in our Condensed Consolidated Balance Sheets (Unaudited) (in millions):


	June 30, 2022		December 31, 2021
Receivables from related parties	$	6.1	$	0.2
Prepaid expenses and other current assets		—		2.3
Deferred revenues (current)		6.9		6.2
Deferred revenues (non-current)		2.7		1.4

Table of Contents

BLACK KNIGHT, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(Unaudited) -~~(UNAUDITED) – (Continued)

~~(4) Long-Term Debt~~

~~Long-term debt consisted~~

The following is a summary of ~~the following (in millions):~~

September 30, 2017 December 31, 2016
Principal Debt Issuance Costs Discount Total Principal Debt Issuance Costs Premium (Discount) Total
Term A Loan $ 1,017.1
$ (7.5 ) $ —
$ 1,009.6
$ 740.0
$ (7.0 ) $ —
$ 733.0
Term B Loan 391.0
(2.6 ) (1.5 ) 386.9
394.0
(3.4 ) (0.8 ) 389.8
Revolving Credit Facility 150.0
(4.5 ) —
145.5
50.0
(3.7 ) —
46.3
Senior Notes, issued at par —
—
—
—
390.0
—
11.1
401.1
Total long-term debt 1,558.1
(14.6 ) (1.5 ) 1,542.0
1,574.0
(14.1 ) 10.3
1,570.2
Less: Current portion of long-term debt 55.5
(0.4 ) —
55.1
64.0
(0.6 ) —
63.4
Long-term debt, net of current portion $ 1,502.6
$ (14.2 ) $ (1.5 ) $ 1,486.9
$ 1,510.0
$ (13.5 ) $ 10.3
$ 1,506.8

~~Principal maturities as of September 30, 2017 for each of the next five years and thereafter are as follows (in millions):~~

2017 (remaining) $ 13.9
2018 55.5
2019 81.3
2020 107.0
2021 132.7
Thereafter 1,167.7
Total $ 1,558.1

~~Scheduled maturities noted above exclude the effect of the debt issuance costs of $14.6 million as well as $1.5 million original issue discount.~~

~~Credit Agreement~~

~~On May 27, 2015, BKIS entered into a credit and guaranty agreement (the "Credit Agreement")~~amounts related to agreements with JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto and the other agents and lenders party thereto. The Credit Agreement provided for (i) an $800.0 million term loan A facility (the "Term A Loan"), (ii) a $400.0 million term loan B facility (the "Term B Loan") and (iii) a $400.0 million revolving credit facility (the "Revolving Credit Facility", and collectively with the Term A Loan and Term B Loan, the "Facilities"). The Facilities are guaranteed by substantially all of BKIS's wholly-owned domestic restricted subsidiaries and BKFS LLC, and are secured by associated collateral agreements that pledge a lien on virtually all of BKIS's assets, including fixed assets and intangible assets, and the assets of the guarantors.

As of September 30, 2017, the Term A Loan and the Revolving Credit Facility bear interest at the Eurodollar rate plus a margin of 175 basis points, and the Term B Loan bears interest at the Eurodollar rate plus a margin of 225 basis points, subject to a Eurodollar rate floor of 75 basis points. As of September 30, 2017, we have $350.0 million capacity on the Revolving Credit Facility and pay an unused commitment fee of 25 basis points. During the nine months ended September 30, 2017, there were $100.0 million of incremental borrowings and no payments on our Revolving Credit Facility and $55.0 million of borrowings and $105.0 million of payments during the nine months ended September 30, 2016. As of September 30, 2017, the interest rates on the Term A Loan, Term B Loan and Revolving Credit Facility were 3.00%, 3.50% and 3.00%, respectively.

~~After September 30, 2017, we made payments of $150.0 million on our Revolving Credit Facility, which increased our available capacity to $500.0 million.~~

~~BLACK KNIGHT, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)~~

~~Term B Loan Repricing~~

On February 27, 2017, BKIS entered into a First Amendment to Credit and Guaranty Agreement (the "Credit Agreement First Amendment") with JPMorgan Chase Bank, N.A. as administrative agent. Pursuant to the Credit Agreement First Amendment, the Term B Loan bears interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of 125 basis points, or (ii) the Eurodollar rate plus a margin of 225 basis points, subject to a Eurodollar rate floor of 75 basis points. The Term B Loan matures on May 27, 2022. In addition, the Credit Agreement First Amendment permitted the Distribution. The amountDNB included in ~~Other expense, net on the~~our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) (in millions):


	Three months ended		Six months ended
	June 30, 2022		June 30, 2022
Revenues	$	3.0	$	4.0
Operating expenses		1.2		2.3

The agreements with DNB had no effect on our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) for the three and six months ending June 30, 2021.

Trasimene

Prior to June 16, 2021, Trasimene Capital Management, LLC ("Trasimene") was considered a related party because the former Chairman of our Board of Directors owns a controlling interest in Trasimene. As of June 16, 2021, our former Chairman retired from our Board of Directors and became our Chairman Emeritus, and Trasimene is no longer considered a related party. During the periods April 1, 2021 through June 16, 2021 and January 1, 2021 through June 16, 2021 we recognized $0.2 million and $0.5 million, respectively, in fees paid to Trasimene related to our acquisitions, which are included in Transition and integration costs in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited).

(7)Long-Term Debt

Long-term debt consists of the ~~Term B Loan repricing was $1.1 million.~~following (in millions):


	June 30, 2022		December 31, 2021
Term A Loan	$	1,135.6	$	1,150.0
Revolving Credit Facility		646.7		256.0
Senior Notes		1,000.0		1,000.0
Other		5.8		8.9
Total long-term debt principal		2,788.1		2,414.9
Less: current portion of long-term debt		(33.6)		(32.5)
Long-term debt before debt issuance costs and discount		2,754.5		2,382.4
Less: debt issuance costs and discount		(17.8)		(19.8)
Long-term debt, net of current portion	$	2,736.7	$	2,362.6

As of June 30, 2022, principal maturities, including payments related to our finance leases, are as follows (in millions):


2022	$	15.2
2023		33.7
2024		57.5
2025		57.5
2026		1,624.2
Thereafter		1,000.0
Total	$	2,788.1

~~Term A Loan and Revolver Refinancing~~

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BLACK KNIGHT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

2021 Credit Agreement

On ~~April 26, 2017, BKIS~~March 10, 2021, our indirect subsidiary Black Knight Infoserv, LLC (“BKIS”) entered into a ~~Second Amendment to~~second amended and restated credit and guaranty agreement (the “2021 Credit ~~and Guaranty Agreement (the “Credit Agreement Second Amendment”~~Agreement”) with ~~the~~ JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party ~~thereto.~~ thereto.

The 2021 Credit Agreement ~~Second Amendment increases~~provides for (i) ~~the aggregate principal amount of~~a $1,150.0 million term loan A facility (the “Term A Loan”) and (ii) a $1,000.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term A Loan, ~~by $300.0 million~~collectively, the “Facilities”), the proceeds of which were used to ~~$1,030.0 million and (ii)~~repay in full the ~~aggregate principal amount of commitments~~indebtedness outstanding under the ~~Revolving Credit Facility by $100.0 million to $500.0 million. The Credit Agreement Second Amendment also reduces the pricing applicable to the loans under the Term~~previous term A ~~Loan~~facility and Revolving Credit Facility by 25 basis points and reduces the unused commitment fee applicable to the Revolving Credit Facility by 5 basis points. The Term A Loan and Revolving Credit Facility bear interest at rates based upon, at the option of BKIS, either (i) the base rate plusrevolving credit facility. As a margin of between 25 and 100 basis points depending on the total leverage ratio of BKFS LLC and its restricted subsidiaries on a consolidated basis (the “Consolidated Leverage Ratio”) and (ii) the Eurodollar rate plus a margin of between 125 and 200 basis points depending on the Consolidated Leverage Ratio, subject to a Eurodollar rate floor of zero basis points. In addition, BKIS will pay an unused commitment fee of between 15 and 30 basis points on the undrawn commitments under the Revolving Credit Facility, also depending on the Consolidated Leverage Ratio. Pursuant to the termsresult of the ~~Credit Agreement Second Amendment,~~refinancing, we recognized $2.5 million of expense during the ~~Term A Loan and the Revolving Credit Facility mature on February 25, 2022. The amount included~~six months ended June 30, 2021 in Other expense, net on the Condensed Consolidated ~~Statements~~Statement of Earnings and Comprehensive Earnings (Unaudited) ~~related to~~.

As of June 30, 2022, the ~~Term A Loan~~interest rate for the Facilities was based on the Eurodollar rate plus a margin of 150 basis points and was approximately 3.1%. As of June 30, 2022, we had $353.3 million unused capacity on the Revolving Credit Facility, ~~refinancing~~and the unused commitment fee was ~~$3.3 million.~~

20 basis points.

The Facilities are guaranteed by BKIS’s wholly-owned domestic restricted subsidiaries, as defined by the 2021 Credit Agreement, and Black Knight Financial Services, LLC, and are secured by associated collateral agreements that pledge a lien on the majority of BKIS’s assets and the assets of the guarantors, in each case, subject to customary exceptions.

Senior Notes

~~Through April 25, 2017,~~

On August 26, 2020, BKIS ~~had 5.75% Senior Notes, interest paid semi-annually, which were scheduled to mature on April 15, 2023~~completed the issuance and sale of $1.0 billion aggregate principal amount of 3.625% senior unsecured notes due 2028 (the "Senior Notes"). The Senior Notes ~~were senior unsecured~~have a coupon rate of 3.625% and mature on September 1, 2028. Interest is paid semi-annually in arrears on September 1 and March 1 of each year and commenced on March 1, 2021. The obligations ~~registered~~ under the Securities Act and contained customary affirmative, negative and financial covenants, and events of default for indebtedness of this type (with grace periods, as applicable, and lender remedies). On April 26, 2017, we redeemed the outstanding Senior Notes ~~at a price~~are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by the same guarantors that guarantee the 2021 Credit Agreement (collectively, the “Guarantors”). The Senior Notes are effectively subordinated to any obligations that are secured, including obligations under the 2021 Credit Agreement, to the extent of ~~104.825% (the "Redemption")~~the value of the assets securing those obligations. The Senior Notes are structurally subordinated to all liabilities of BKIS’ subsidiaries that do not guarantee the Senior Notes.

Other Debt

Other debt includes financing agreements primarily related to certain data processing and ~~paid $0.7~~maintenance services and finance lease agreements for certain computer equipment. For the six months ended June 30, 2021, non-cash investing and financing activity was $2.5 million ~~in accrued interest. The amount included in Other expense, net on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited)~~ related to the ~~Senior Notes redemption~~unpaid portion of our finance lease agreements. There was ~~$8.2 million.~~

0 non-cash investing and financing activity for the six months ended June 30, 2022.

Fair Value of Long-Term Debt

The fair values of our Facilities and Senior Notes are based upon established market prices for the securities using Level 2 inputs. The fair value of our Facilities approximates their carrying value ~~at September~~as of June 30, ~~2017.~~2022. The fair value of our ~~Facilities is based upon established market prices for the securities using level 2 inputs.~~

Senior Notes as of June 30, 2022 was $870.0 million compared to its carrying value of $990.4 million, net of original issue discount and debt issuance costs.

Interest Rate Swaps

~~On September 6, 2017, we entered~~

We enter into an interest rate swap agreement to hedge forecasted monthly interest rate payments on $200.0 million of our floating rate debt (the "September 2017 Swap Agreement"). Under the terms of the September 2017 Swap Agreement, we receive payments based on the 1-month LIBOR rate (equal to 1.25% as of September 30, 2017) and pay a fixed rate of 1.69%. The effective term for the September 2017 Swap Agreement is September 29, 2017 through September 30, 2021.

On March 7, 2017, we entered into an interest rate swap agreement to hedge forecasted monthly interest rate payments on $200.0 million of our floating rate debt (the "March 2017 Swap Agreement"). Under the terms of the March 2017 Swap Agreement, we receive payments based on the 1-month LIBOR rate (equal to 1.25% as of September 30, 2017) and pay a fixed rate of 2.08%. The effective term for the March 2017 Swap Agreement is March 31, 2017 through March 31, 2022.

~~On January 20, 2016, we entered into two~~ interest rate swap agreements to hedge forecasted monthly interest rate payments on ~~$400.0 million of~~ our floating rate ~~debt ($200.0 million notional value each) (the "January 2016 Swap Agreements", and together with~~debt. As of June 30, 2022, we had the ~~March 2017 Swap Agreement and September 2017 Swap Agreement,~~following interest rate swap agreements (collectively, the "Swap Agreements"). (in millions):


Effective dates	Notional amount		Fixed rates
April 30, 2018 through April 30, 2023	$	250.0	2.61	%
January 31, 2019 through January 31, 2023	$	300.0	2.65	%

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BLACK KNIGHT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Under the terms of the ~~January 2016~~ Swap Agreements, we receive payments based on the 1-month LIBOR ~~rate (equal to 1.25%~~(approximately 1.67% as of ~~September~~June 30, ~~2017) and pay a weighted average fixed~~2022).

During the six months ended June 30, 2022, the following interest rate ~~of 1.01%. The effective term for the January 2016 Swap Agreements is February 1, 2016 through January 31, 2019.~~

~~BLACK KNIGHT, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)~~

swap agreement expired (in millions):


Effective dates	Notional amount		Fixed rate
March 31, 2017 through March 31, 2022	$	200.0	2.08	%

We entered into the Swap Agreements to convert a portion of the interest rate exposure on our floating rate debt from variable to fixed. We designated these Swap Agreements as cash flow hedges. A portion of the amount included in Accumulated other comprehensive ~~earnings (loss)~~loss is reclassified into Interest expense, net as a yield adjustment as interest ~~payments are made~~is either paid or received on the hedged debt. The fair value of our Swap Agreements is based upon ~~level~~Level 2 inputs. We have considered our own credit risk and the credit risk of the counterparties when determining the fair value of our Swap Agreements.

~~The estimated fair values of our Swap Agreements are as follows (in millions):~~

Balance Sheet Account September 30, 2017 December 31, 2016
Other non-current assets $ 3.7
$ —
Other non-current liabilities $ 1.8
$ 2.2

As of September 30, 2017, a cumulative gain of $1.9 million ($1.1 million net of tax) is reflected in Accumulated other comprehensive earnings (loss). As of December 31, 2016, a cumulative loss of $1.0 million ($0.6 million net of tax) is reflected in Accumulated other comprehensive earnings (loss), and a cumulative loss of $1.2 million is reflected in Noncontrolling interests. Below is a summary of the effect of derivative instruments on amounts recognized in Other comprehensive earnings (loss) ("OCE") on the accompanying Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) for the three months ended September 30, 2017 and 2016 (in millions):

Three months ended September 30, 2017 Three months ended September 30, 2016
Amount of Gain
Recognized
in OCE Amount of Loss Reclassified from Accumulated OCE
into Net earnings Amount of Gain
Recognized
in OCE Amount of Loss Reclassified from Accumulated OCE
into Net earnings
Swap agreements
Attributable to noncontrolling interests $ 0.5
$ 0.1
$ 0.7
$ 0.3
Attributable to Black Knight 0.3
—
0.4
0.1
Total $ 0.8
$ 0.1
$ 1.1
$ 0.4

Below is a summary of the effect of derivative instruments on amounts recognized in other comprehensive earnings ("OCE") on the accompanying Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) for the nine months ended September 30, 2017 and 2016 (in millions):

Nine months ended September 30, 2017 Nine months ended September 30, 2016
Amount of Gain
Recognized
in OCE Amount of Loss Reclassified from Accumulated OCE
into Net earnings Amount of Loss
Recognized
in OCE Amount of Loss Reclassified from Accumulated OCE
into Net earnings
Swap agreements
Attributable to noncontrolling interests $ 1.7
$ 0.5
$ (1.6 ) $ 0.8
Attributable to Black Knight 0.9
0.2
(0.9 ) 0.4
Total $ 2.6
$ 0.7
$ (2.5 ) $ 1.2

Approximately $0.3 million ($0.2 million net of tax) of the balance in Accumulated other comprehensive earnings (loss) as of September 30, 2017 is expected to be reclassified into Interest expense over the next 12 months.

It is our policy to execute such instruments with ~~credit-worthy~~creditworthy banks and not to enter into derivative financial instruments for speculative purposes. ~~As of September 30, 2017, we~~We believe our interest rate swap counterparties will be able to fulfill their obligations under our agreements, and we believe we will have debt outstanding through the various expiration dates of the swaps such that the occurrence of future cash flow hedges remains probable.

~~(5) Income Taxes~~

Our effective tax rate for the three months ended September 30, 2017 and 2016 was 17.3% and 16.3%, respectively, and 18.5% and 16.3% for the nine months ended September 30, 2017 and 2016, respectively. These rates are lower than the typical federal and state statutory rate because of the effect

The estimated fair values of our ~~noncontrolling interests prior to the Distribution. The increase~~Swap Agreements are as follows (in millions):


	June 30, 2022		December 31, 2021
Other current assets	$	1.0	$	—

Other current liabilities	$	—	$	1.0
Other non-current liabilities	$	—	$	13.9

A cumulative gain of $1.0 million ($0.7 million net of tax) and cumulative loss of $14.9 million ($11.1 million net of tax) is reflected in the effective tax rate for the nine months ended September 30, 2017 is primarily driven by the resolution of a legacy tax matter, partially offset by the effect of adopting ASU 2016-09 related to the income tax effects of awards that vested.

~~BLACK KNIGHT, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)~~

As a result of the Distribution and the THL Interest Exchange, there are no longer any noncontrolling interests. Black Knight has determined that the Distribution represents a significant, unusual transaction or infrequently occurring event, and therefore, it is appropriate to exclude the taxes for the period prior to the Distribution from the estimated annual effective tax rate. The taxes for such items are individually computed and recognized as they occur.

Prior to the Distribution and THL Interest Exchange, the net deferred tax liability of Black Knight was primarily related to its investment in BKFS LLC. Following the Distribution, Black Knight indirectly owns 100% of BKFS LLC and has recorded a non-cash transaction resulting in an increase of $288.4 million to Deferred income taxes with an offset to Additional paid-in capitalAccumulated other comprehensive loss on ~~the~~our Condensed Consolidated Balance Sheets (Unaudited) ~~to reflect the difference in the tax~~as of June 30, 2022 and ~~financial reporting basis~~December 31, 2021, respectively. Below is a summary of the ~~Company’s assets and liabilities. The components~~effect of deferred tax assets and liabilities as of September 30, 2017 primarily relate to intangible assets, deferred contract costs, deferred revenues, property and equipment, equity-based compensation and deferred compensation.

As a result of the Distribution, Black Knight recorded an $8.3 million contingent tax liability for an uncertain tax position that was previously recorded at BKHI. As part of the Distribution, a tax matters agreement was entered into by FNF and Black Knight. The agreement outlines requirements for items such as the filing of pre and post-spin tax returns, payment of tax liabilities, entitlements of refunds and certain other tax matters. Under the tax matters agreement with FNF, Black Knight has an indemnification receivable for the full amount of the contingent tax liability includedderivative instruments on amounts recognized in ~~Receivables from related parties on the Condensed Consolidated Balance Sheets (Unaudited).~~

Pursuant to the tax matters agreement with FNF, we are obligated to indemnify FNF for (i) any action by Black Knight, or the failure to take any action within our control that negates the tax-free status of the transactions; or (ii) direct or indirect changes in ownership of Black Knight equity interests that cause the Distribution to be a taxable event to FNF as a result of the application of Section 355(e) of the Internal Revenue Code (“IRC”Other comprehensive earnings (loss) ("OCE") or to be a taxable event as a result of a failure to satisfy the “continuity of interest” or “device” requirements for tax-free treatment under Section 355 of the IRC. No such events have occurred.

~~We record interest and penalties related to income taxes, if any, as a component of Income tax expense~~ on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) (in millions):

Three months ended June 30,

2022

2021

Amount of loss

Amount of gain

reclassified from

Amount of loss

reclassified from

recognized

Accumulated OCE

recognized

Accumulated OCE

in OCE

into Net earnings

in OCE

into Net earnings

Swap agreements

2.3

2.0

(0.2)

4.0

Six months ended June 30,

2022

2021

Amount of loss

Amount of gain

reclassified from

Amount of gain

reclassified from

recognized

Accumulated OCE

recognized

Accumulated OCE

in OCE

into Net earnings

in OCE

into Net earnings

Swap agreements

6.6

5.2

0.3

7.9

As of June 30, 2022, the remaining balance in Accumulated other comprehensive loss is expected to be reclassified into Interest expense, net over the remaining term (less than 1 year).

~~Tax Distributions~~

~~Prior~~

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BLACK KNIGHT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

(8)Fair Value Measurements

Fair Value of Financial Assets and Liabilities

Fair value represents the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values of financial assets and liabilities are determined using the following fair value hierarchy:

●

Level 1 inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access.

●

Level 2 inputs to the valuation methodology include:

quoted prices for similar assets or liabilities in active markets;

quoted prices for identical or similar assets or liabilities in inactive markets;

inputs other than quoted prices that are observable for the asset or liability; and

inputs that are derived principally from or corroborated by observable market data by correlation or other means.

●

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Assets are classified in their entirety based on the lowest level of input that is significant to the ~~Distribution,~~fair value measurement. We believe our valuation methods are appropriate and consistent with other market participants. The use of different methodologies or assumptions to determine the ~~taxable income~~fair value of ~~BKFS LLC~~certain financial instruments could result in a different fair value measurement at the reporting date.

The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in millions):


	June 30, 2022								December 31, 2021
	Carrying		Fair value						Carrying		Fair value
	amount		Level 1		Level 2		Level 3		amount		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents (Note 2)	$	38.0	$	38.0	$	—	$	—	$	77.1	$	77.1	$	—	$	—
Interest rate swaps (Note 7)		1.0		—		1.0		—		—		—		—		—

Liabilities:
Interest rate swaps (Note 7)		—		—		—		—		14.9		—		14.9		—
Contingent consideration		4.0		—		—		4.0		4.9		—		—		4.9

Redeemable noncontrolling interests		47.4		—		—		47.4		1,188.8		—		—		1,188.8

The fair value of Redeemable noncontrolling interests and Contingent consideration was allocated to its members, including BKFS, and the members were required to reflect on their own income tax returns the items of income, gain, deduction and loss and other tax items of BKFS LLC that were allocated to them. BKFS LLC made tax distributions to its members for their allocable share of BKFS LLC's taxable income. Tax distributions are calculatedprimarily determined based on ~~allocations~~significant estimates and assumptions, including Level 3 inputs. The estimates and assumptions include the projected timing and amount of ~~income~~future cash flows and discount rates reflecting the rate inherent in the future cash flows. Refer to Note 1 — Basis of Presentation and Overview for additional information.

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BLACK KNIGHT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

The following table presents a ~~member~~summary of the change in fair value of our Level 3 fair value measurements (in millions):


Beginning balance, December 31, 2021	$	1,193.7
Contingent consideration adjustments related to prior year acquisition		(0.9)
Acquisition of remaining outstanding Class A redeemable noncontrolling interests in Optimal Blue Holdco (Note 1)		(1,156.0)
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco		14.6
Ending balance, June 30, 2022	$	51.4

(9)Income Taxes

Our effective tax rate for ~~a particular taxable year without taking into account any losses allocated~~the three months ended June 30, 2022 and 2021 was 22.3% and 22.0%, respectively. Our effective tax rates for the three months ended June 30, 2022 and 2021 differ from our statutory rate due to the ~~member in a prior taxable year. This practice is consistent with IRS regulations. Subject to certain reductions,~~effect of research and experimentation tax ~~distributions are generally made based on an assumed~~credits. Our effective tax rate ~~equal to~~for the ~~highest combined marginal federal, state and local income tax rate applicable to a U.S. corporation. BKFS LLC made tax distributions of $75.3 million and $48.5 million during the nine~~three months ended ~~September~~June 30, ~~2017 and 2016, respectively. The 2017~~2021 also includes the effect of tax ~~distributions were for the 2016 tax year and 2017 tax year~~benefits relating to the ~~period before~~vesting of restricted shares of common stock.

Our effective tax rate for the ~~Distribution.~~

~~(6)~~ six months ended June 30, 2022 and 2021 was 9.6% and 17.1%, respectively. Our effective tax rate for the six months ended June 30, 2022 includes the effect of a $14.1 million discrete income tax benefit related to the establishment of a deferred tax asset as a result of our reorganization of certain wholly-owned subsidiaries within the Optimal Blue partnership investment structure. Our effective tax rate for the six months ended June 30, 2021 differs from our statutory rate primarily due to the effect of excess tax benefits relating to the vesting of restricted shares of our common stock and research and experimentation tax credits.

(10)Commitments and Contingencies

Legal and Regulatory Matters

In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, some of which include claims for punitive or exemplary damages. Our ordinary course litigation ~~includes purported~~may include class action lawsuits, which make allegations related to various aspects of our business. From time to time, we also receive requests for information from various state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that none of these actions depart from customary litigation or regulatory inquiries incidental to our business.

We review lawsuits and other legal and regulatory matters (collectively ~~“legal proceedings”~~"legal proceedings") on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings where it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and which represents our best estimate has been recorded. Actual losses may materially differ from the amounts recorded, and the ultimate outcome of our pending cases is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present, we do not believe ~~that~~ the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition.

PennyMac Litigation

On November 5, 2019, Black Knight Servicing Technologies, LLC (“BKST”), an indirect, wholly-owned subsidiary of Black Knight, filed a Complaint and Demand for Jury Trial (the “Black Knight Complaint”) against PennyMac Loan Services, LLC (“PennyMac”) in the Circuit Court for the Fourth Judicial Circuit in and for Duval County, Florida. The Black Knight Complaint includes causes of action for breach of contract and misappropriation of MSP^® System trade secrets in order to develop an imitation mortgage processing system intended to replace the MSP^® System. The Black Knight Complaint seeks damages for breach of contract and misappropriation of trade secrets, injunctive relief under the Florida Uniform Trade Secrets Act and declaratory judgment that BKST owns all intellectual property and software developed by or on behalf of PennyMac as a result of its wrongful use of and access to the MSP^®System and related trade secret and confidential information. PennyMac filed a motion to compel arbitration of the action, and the trial court granted the motion on April 6,

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BLACK KNIGHT, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(Unaudited) -~~(UNAUDITED) – (Continued)

2020. The trial court’s order compelling arbitration was confirmed by the Florida First District Court of Appeal on January 6, 2021. On February 17, 2022, Black Knight filed an amended arbitration demand and PennyMac filed an answering statement on March 2, 2022.

Shortly after the filing of the Black Knight Complaint, on November 6, 2019, PennyMac filed an Antitrust Complaint (the “PennyMac Complaint”) against Black Knight in the United States District Court for the Central District of California. The PennyMac Complaint included causes of action for alleged monopolization and attempted monopolization under Section 2 of the Sherman Antitrust Act, violation of California’s Cartwright Act, violation of California’s Unfair Competition Law and common law unfair competition under California law. The PennyMac Complaint sought equitable remedies, damages and other monetary relief, including treble and punitive damages. Generally, PennyMac alleged that Black Knight relies on various anticompetitive, unfair and discriminatory practices to maintain and to enhance its dominance in the mortgage servicing platform market and in an attempt to monopolize the platform software applications market. Black Knight moved to dismiss the PennyMac Complaint or have the action transferred to Florida based upon a forum selection clause in the agreement with BKST. On February 13, 2020, the judge granted Black Knight's motion to transfer the case to Florida and denied as moot the motion to dismiss. On April 17, 2020, PennyMac filed a notice of dismissal of this action without prejudice and indicated that they intended to bring the claims raised in the dismissed PennyMac Complaint as defenses, third party claims and/or counterclaims in arbitration. On April 23, 2020, the court entered an order dismissing the action without prejudice and directing that the clerk close the case. On April 28, 2020, PennyMac submitted this matter to the American Arbitration Association ("AAA") for arbitration. The arbitrator was confirmed by the AAA on July 21, 2020. On February 17, 2022 PennyMac filed an amended arbitration demand and Black Knight filed an answering statement on March 2, 2022.

The arbitrator set Black Knight's trade secret case for a 10-day final hearing beginning on January 9, 2023 and set PennyMac's antitrust case for a 10-day final hearing beginning on January 23, 2023.

As these cases continue to evolve, it is not possible to reasonably estimate the probability that we will ultimately prevail on our lawsuit or be held liable for the violations alleged in the PennyMac Complaint, nor is it possible to reasonably estimate the ultimate gain or loss, if any, or range of gain or loss that could result from these cases.

ICE Transaction Complaint

On July 5, 2022, a complaint challenging the ICE Transaction was filed on behalf of a purported stockholder of Black Knight against Black Knight and the members of the Black Knight Board of Directors in the U.S. District Court for the Southern District of New York. The complaint is captioned Ryan O’Dell v. Black Knight, Inc., et al., Civil Action No. 22-cv-5715 (S.D.N.Y. 2022). The defendants have not yet been served. The complaint asserts federal securities claims under Sections 14(a) and 20(a) of the Exchange Act, alleging that certain disclosures regarding the ICE Transaction in the preliminary proxy statement/prospectus are materially false and misleading. The complaint seeks an injunction barring the ICE Transaction, rescissory damages in the event the ICE Transaction has been consummated, other unspecified damages and payment of the plaintiff’s costs and disbursements, including attorneys’ fees and expenses. We believe that the claims asserted in this complaint are meritless.

Indemnifications and Warranties

We often agree to indemnify our clients against damages and costs resulting from claims of patent, copyright, trademark infringement or breaches of confidentiality associated with use of our software through software licensing agreements. Historically, we have not made any payments under such indemnifications, but continue to monitor the conditions that are subject to the indemnifications to identify whether a loss has occurred that is both probable and estimable that would require recognition. In addition, we warrant to clients that our software operates substantially in accordance with the software specifications. Historically, no costs have been incurred related to software warranties and none are expected in the future, and as such, no accruals for warranty costs have been made.

Indemnification Agreement

We are party to a cross-indemnity agreement dated December 22, 2014, with ServiceLink Holdings, LLC ("ServiceLink"). Pursuant to this agreement, ServiceLink indemnifies us from liabilities relating to, arising out of or resulting from the conduct of ~~ServiceLink's~~ServiceLink’s business or any action, suit or proceeding in which we or any of our subsidiaries are named by reason of being a successor to the business of Lender

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Processing Services, Inc. and the cause of such action, suit or proceeding relates to the business of ServiceLink. In return, we indemnify ServiceLink for liabilities relating to, arising out of, or resulting from the conduct of our business.

(11)Revenues

Disaggregation of Revenues

The following tables summarize revenues from contracts with clients (in millions):


	Three months ended June 30, 2022
	Servicing		Origination		Software		Data and
	Software		Software		Solutions		Analytics		Total
Software solutions	$	203.3		100.4	$	303.7	$	9.7	$	313.4
Professional services		18.4		13.2		31.6		2.1		33.7
Data solutions		—		1.5		1.5		42.6		44.1
Other		—		2.6		2.6		0.7		3.3
Revenues	$	221.7	$	117.7	$	339.4	$	55.1	$	394.5


	Three months ended June 30, 2021
	Servicing		Origination		Software		Data and
	Software		Software		Solutions		Analytics		Total
Software solutions	$	187.4		82.6	$	270.0	$	9.3	$	279.3
Professional services		20.4		12.4		32.8		0.1		32.9
Data solutions		—		0.5		0.5		45.9		46.4
Other		—		2.1		2.1		0.6		2.7
Revenues	$	207.8	$	97.6	$	305.4	$	55.9	$	361.3


	Six months ended June 30, 2022
	Servicing		Origination		Software		Data and
	Software		Software		Solutions		Analytics		Total
Software solutions	$	407.3	$	192.9	$	600.2	$	19.2	$	619.4
Professional services		37.0		25.5		62.5		2.1		64.6
Data solutions		—		2.0		2.0		89.0		91.0
Other		—		5.4		5.4		1.3		6.7
Revenues	$	444.3	$	225.8	$	670.1	$	111.6	$	781.7


	Six months ended June 30, 2021
	Servicing		Origination		Software		Data and
	Software		Software		Solutions		Analytics		Total
Software solutions	$	371.5	$	160.4	$	531.9	$	18.0	$	549.9
Professional services		39.0		24.2		63.2		0.3		63.5
Data solutions		—		1.7		1.7		90.3		92.0
Other		—		4.4		4.4		1.2		5.6
Revenues	$	410.5	$	190.7	$	601.2	$	109.8	$	711.0

Our Software Solutions segment offers leading software and hosting solutions that facilitate and automate many of the mission-critical business processes across the homeownership lifecycle. These solutions primarily consist of processing and workflow management software applications. Our servicing software solutions primarily include our core servicing software solution that automates loan servicing, including

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

loan setup and ongoing processing, customer service, accounting, reporting to the secondary mortgage market and investors and web-based workflow information systems. Our origination software solutions primarily include our solutions that automate and facilitate the origination of mortgage loans, offer product, pricing and eligibility capabilities and provide an interconnected network allowing the various parties and systems associated with lending transactions to exchange data quickly and efficiently. Professional services consists of pre-implementation and post-implementation support and services and are primarily billed on a time and materials basis. Professional services may also include dedicated teams provided as part of agreements with software and hosting solutions clients.

Our Data and Analytics segment offers data and analytics solutions to the mortgage, real estate and capital markets verticals. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, behavioral models, a multiple listing service software solution and other data solutions.

Transaction Price Allocated to Future Performance Obligations

Our disclosure of transaction price allocated to future performance obligations excludes the following:

●

Volume-based fees in excess of contractual minimums and other usage-based fees to the extent they are part of a single performance obligation and meet certain variable allocation criteria;

●

Performance obligations that are part of a contract with an original expected duration of one year or less; and

●

Transactional fees based on a fixed fee per transaction when we have the right to invoice once we have completed the performance obligation.

As of June 30, 2022, the aggregate amount of the transaction price that is allocated to our future performance obligations was approximately $2.6 billion and is expected to be recognized as follows: 14% by December 31, 2022, 58% by December 31, 2024, 82% by December 31, 2026 and the rest thereafter.

~~(7) Equity-Based Compensation~~

(12)Equity

Share Repurchase Program

On February ~~3, 2017, we granted 884,570 restricted~~12, 2020, our Board of Directors approved a three-year share repurchase program authorizing us to repurchase up to 10.0 million shares of our ~~Class A~~outstanding common stock through February 12, 2023, through open market purchases, negotiated transactions or other means, in accordance with ~~a grant date fair value of $37.90 per share, which was based on~~applicable securities laws and other restrictions. During the ~~closing price~~six months ended June 30, 2021, we repurchased 0.6 million shares of our common stock onfor an aggregate of $46.7 million at an average price per share of $75.19. There were 0 share repurchases during the ~~date~~three months ended June 30, 2022 and 2021, and the six months ended June 30, 2022. As of ~~grant. Of the 884,570~~June 30, 2022, we have 8.0 million shares remaining under our share repurchase authorization.

Omnibus Incentive Plan

A summary of restricted shares and RSUs granted ~~203,160 restricted shares vest over a three-year period and 681,410 restricted shares vest over a four-year period. The vesting of all the restricted shares granted on February 3, 2017~~in 2022 is ~~also based on certain operating performance criteria.~~

During the third quarter of 2017, we granted 98,194 restricted shares of our Class A common stock with a grant date fair value ranging from $41.90 to $42.25, which was based on the closing price of our common stock on the date of grant. These vest over a two-year period.

~~Restricted stock transactions in 2017 are~~ as follows:


	Number of shares	Grant date fair		Vesting period
Dates	granted	value per share		(in years)	Vesting criteria
March 10, 2022⁽¹⁾	809,166	$	57.18	3.0	Service and Performance
Various	88,571	$	57.99 - 70.91	1.0 - 4.0	Service

Shares
Weighted Average Grant Date
Fair Value
Balance, December 31, 2016 2,908,374
*
Granted 982,764
$ 38.31
Forfeited (123,824 ) $ 34.42
Vested (1,840,719 ) *
Balance, September 30, 2017 1,926,595
*

(1)

~~The BKFS LLC profits interest units that were converted into restricted shares in connection with our initial public offering had a weighted average grant date fair value~~This award is subject to an independent performance target for each of ~~$2.10 per unit. The fair value~~3 consecutive 12-month measurement periods. Vesting of each tranche is independent of the ~~restricted shares at the date of conversion, May 20, 2015, was $24.50 per share. The original grant date fair value~~satisfaction of the ~~vested restricted shares, which were originally granted as profits interests units, was $2.01 per unit.~~annual performance target for other tranches.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Activity related to restricted stock and RSUs in 2022 is as follows:


		Weighted average
		grant date
	Shares	fair value
Balance, December 31, 2021	1,269,789	$	70.79
Granted	897,737	$	58.32
Forfeited	(24,149)	$	70.27
Vested	(586,838)	$	65.97
Balance, June 30, 2022	1,556,539	$	65.42

Equity-based compensation expense related to our restricted shares and RSUs was ~~$4.1~~$10.8 million and ~~$3.4~~$10.9 million for the three months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, respectively, and ~~$14.2~~$19.3 million and ~~$9.5~~$18.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, respectively. Equity-based compensation includes accelerated recognition of $2.9 million for the three and six months ended June 30, 2021. These expenses are included in Operating expenses in the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited).

~~Total~~ As of June 30, 2022, total unrecognized compensation cost was ~~$44.3~~$84.1 million ~~as of September 30, 2017~~ and is expected to be recognized over a weighted average period of approximately ~~2.6~~1.9 years.

~~Omnibus Plan~~

Profits Interests Units

The fair value of OB PIUs is measured using the Black-Scholes model. The OB PIUs vest over three years, with cliff vesting after the third year. If no public offering has been consummated as of the third anniversary of the acquisition of Optimal Blue, LLC, holders of the OB PIUs have an option to put their profits interests to us once per quarter for the twelve months that begins six months after the OB PIU holder’s vesting date, and once per year thereafter. In accordance with terms of the third amended and restated limited liability company agreement of Optimal Blue Holdco, a change in control of Black Knight ~~Financial Services, Inc. 2015 Omnibus Incentive Plan (the "BKFS Omnibus Plan") was established~~does not accelerate vesting of the OB PIUs, but triggers certain redemption rights and gives each holder of OB PIUs the right to elect that Optimal Blue Holdco redeem all of the holder’s vested and unvested profits interests for a redemption price determined based on an appraisal process.

The units may be settled in ~~2015 and is now titled the “Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan” (the "Black Knight Omnibus Plan"). The~~cash or Black Knight ~~Financial Services, Inc. board~~common stock or a combination of ~~directors adopted~~both at our election and will be settled at the ~~Black Knight Omnibus Plan as~~current fair value at the time we receive notice of ~~September 29, 2017,~~the put election. As the OB PIUs provide for redemption features not solely within our control, we classify the redemption value outside of permanent equity in redeemable noncontrolling interests. The redemption value is equal to the difference in the per unit fair value of the underlying member units and the ~~Black Knight Omnibus Plan~~hurdle amount, based upon the proportionate required service period rendered to date.

Equity-based compensation expense related to the OB PIUs was ~~assumed by Black Knight, Inc. on September 29, 2017.~~

~~BLACK KNIGHT, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)~~

~~(8)~~ $2.1 million and $4.3 million for the three and six months ended June 30, 2022, respectively, and $2.2 million and $4.4 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, the total unrecognized compensation cost related to non-vested OB PIUs is $12.2 million, which is expected to be recognized over a weighted average period of approximately 1.4 years.

(13)Segment Information

~~ASC~~

Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting ("ASC 280")establishes standards for reporting information about segments and requires that a public business enterprise reports financial and descriptive information about its segments. Segments are components of an enterprise for which separate financial information is available and are evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. ~~Black Knight’s~~Our chief executive officer is identified as the CODM as defined by ASC 280. To align with the internal management of our business operations based on service offerings, our business is organized into ~~two segments:~~

2 segments. Refer to Note 11 — Revenues for a description of our Software Solutions - ~~offers software~~ and ~~hosting solutions that support loan servicing, loan origination and settlement services. The Software Solutions segment was formerly known as the Technology segment.~~

Data and Analytics - offers data and analytics solutions to the mortgage, real estate and capital markets verticals. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, prepayment and default models, lead generation and other data solutions.

segments.

Separate discrete financial information is available for these ~~two~~2 segments, and the operating results of each segment are regularly evaluated by the CODM in order to assess performance and allocate resources. We use EBITDA as the primary profitability measure for making decisions regarding ongoing operations. EBITDA is earnings before Interest expense, net, Income tax expense and Depreciation and amortization. It also excludes Equity in (losses) earnings of unconsolidated affiliates. We do not allocate Interest expense, net, Other expense,

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

net, Income tax expense, equity-based compensation and certain other items, such as purchase accounting adjustments and acquisition-related costs to the segments, since these items are not considered in evaluating the ~~segments'~~segments’ overall operating performance.

Segment asset information is not included below because we do not use it to evaluate performance or allocate resources. Summarized financial information concerning our segments is shown in the tables below (in millions):


	Three months ended June 30, 2022
	Software		Data and		Corporate and
	Solutions		Analytics		Other			Total
Revenues	$	339.4	$	55.1	$	—		$	394.5
Expenses:
Operating expenses		148.7		37.4		30.7	(1)		216.8
Transition and integration costs		—		—		8.2	(2)		8.2
EBITDA		190.7		17.7		(38.9)			169.5
Depreciation and amortization		35.9		4.0		52.6	(3)		92.5
Operating income (loss)		154.8		13.7		(91.5)			77.0
Interest expense, net									(22.6)
Other expense, net									(2.4)
Earnings before income taxes and equity in losses of unconsolidated affiliates									52.0
Income tax expense									11.6
Earnings before equity in losses of unconsolidated affiliates									40.4
Equity in losses of unconsolidated affiliates, net of tax									(0.1)
Net earnings								$	40.3


	Three months ended June 30, 2021
	Software		Data and		Corporate and
	Solutions		Analytics		Other			Total
Revenues	$	305.4	$	55.9	$	—		$	361.3
Expenses:
Operating expenses		130.6		35.1		31.3	(1)		197.0
Transition and integration costs		—		—		4.3	(2)		4.3
EBITDA		174.8		20.8		(35.6)			160.0
Depreciation and amortization		33.2		3.7		53.5	(3)		90.4
Operating income (loss)		141.6		17.1		(89.1)			69.6
Interest expense, net									(20.9)
Other expense, net									(1.0)
Earnings before income taxes and equity in losses of unconsolidated affiliates									47.7
Income tax expense									10.5
Earnings before equity in losses of unconsolidated affiliates									37.2
Equity in losses of unconsolidated affiliates, net of tax									(5.0)
Net earnings									32.2
Net losses attributable to redeemable noncontrolling interests									7.5
Net earnings attributable to Black Knight								$	39.7

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)


	Six months ended June 30, 2022
	Software		Data and		Corporate and
	Solutions		Analytics		Other			Total
Revenues	$	670.1	$	111.6	$	—		$	781.7
Expenses:
Operating expenses		291.2		74.9		58.6	(1)		424.7
Transition and integration costs		—		—		15.8	(2)		15.8
EBITDA		378.9		36.7		(74.4)			341.2
Depreciation and amortization		71.0		7.8		105.2	(3)		184.0
Operating income (loss)		307.9		28.9		(179.6)			157.2
Interest expense, net									(43.7)
Other expense, net									(3.6)
Earnings before income taxes and equity in earnings of unconsolidated affiliates									109.9
Income tax expense									10.5
Earnings before equity in earnings of unconsolidated affiliates									99.4
Equity in earnings of unconsolidated affiliates, net of tax									303.0
Net earnings									402.4
Net losses attributable to redeemable noncontrolling interests									2.5
Net earnings attributable to Black Knight								$	404.9


	Six months ended June 30, 2021
	Software		Data and		Corporate and
	Solutions		Analytics		Other			Total
Revenues	$	601.2	$	109.8	$	—		$	711.0
Expenses:
Operating expenses		255.5		69.3		58.4	(1)		383.2
Transition and integration costs		—		—		12.2	(2)		12.2
EBITDA		345.7		40.5		(70.6)			315.6
Depreciation and amortization		64.4		7.5		106.3	(3)		178.2
Operating income (loss)		281.3		33.0		(176.9)			137.4
Interest expense, net									(41.2)
Other expense, net									(4.2)
Earnings before income taxes and equity in earnings of unconsolidated affiliates									92.0
Income tax expense									15.7
Earnings before equity in earnings of unconsolidated affiliates									76.3
Equity in earnings of unconsolidated affiliates, net of tax									1.4
Net earnings									77.7
Net losses attributable to redeemable noncontrolling interests									16.1
Net earnings attributable to Black Knight								$	93.8

Three months ended September 30, 2017
Software Solutions Data and Analytics Corporate and Other Total
Revenues $ 224.5
$ 40.3
$ (1.0 ) (1) $ 263.8
Expenses:

Operating expenses 93.0
32.7
15.0
140.7
Transition and integration costs —
—
4.0
4.0
EBITDA 131.5
7.6
(20.0 ) 119.1
Depreciation and amortization 24.3
3.7
23.3
(2) 51.3
Operating income (loss) 107.2
3.9
(43.3 ) 67.8
Interest expense (14.1 )
Other expense, net (0.6 )
Earnings before income taxes 53.1
Income tax expense 9.2
Net earnings $ 43.9

~~Note: The Software Solutions segment was formerly known as the Technology segment.~~

(1)

~~Revenues~~Operating expenses for Corporate and Other ~~represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.~~includes equity-based compensation, including certain related payroll taxes, of $13.0 million and $13.2 million for the three months ended June 30, 2022 and 2021, respectively, and $24.2 million and $23.7 million for the six months ended June 30, 2022 and 2021, respectively.


(2)	Transition and integration costs primarily consists of costs associated with acquisitions and costs related to the ICE Transaction.

(3)	Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.

~~BLACK KNIGHT, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)~~

Table of Contents

Three months ended September 30, 2016
Software Solutions Data and Analytics Corporate and Other Total
Revenues $ 221.0
$ 47.6
$ (1.5 ) (1) $ 267.1
Expenses:

Operating expenses 95.9
39.2
17.1
152.2
Transition and integration costs —
—
1.1
1.1
EBITDA 125.1
8.4
(19.7 ) 113.8
Depreciation and amortization 29.0
2.1
25.7
(2) 56.8
Operating income (loss) 96.1
6.3
(45.4 ) 57.0
Interest expense (16.9 )
Other expense, net (1.4 )
Earnings before income taxes 38.7
Income tax expense 6.3
Net earnings $ 32.4

~~Note: The Software Solutions segment was formerly known as the Technology segment.~~


~~(1)~~	~~Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.~~


~~(2)~~	Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.

Nine months ended September 30, 2017
Software Solutions Data and Analytics Corporate and Other Total
Revenues $ 665.6
$ 122.1
$ (3.6 ) (1) $ 784.1
Expenses:
Operating expenses 277.7
99.2
51.3
428.2
Transition and integration costs —
—
8.5
8.5
EBITDA 387.9
22.9
(63.4 ) 347.4
Depreciation and amortization 74.9
11.0
68.3
(2) 154.2
Operating income (loss) 313.0
11.9
(131.7 ) 193.2
Interest expense (44.8 )
Other expense, net (17.1 )
Earnings before income taxes 131.3
Income tax expense 24.3
Net earnings $ 107.0

Balance sheet data:
Total assets $ 3,153.4
$ 352.0
$ 244.6
$ 3,750.0
Goodwill $ 2,115.0
$ 191.8
$ —
$ 2,306.8

~~Note: The Software Solutions segment was formerly known as the Technology segment.~~


~~(1)~~	~~Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.~~


~~(2)~~	Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.

~~BLACK KNIGHT, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued)~~

Nine months ended September 30, 2016
Software Solutions Data and Analytics Corporate and Other Total
Revenues $ 636.6
$ 133.7
$ (5.8 ) (1) $ 764.5
Expenses:
Operating expenses 273.2
111.7
48.5
433.4
Transition and integration costs —
—
2.2
2.2
EBITDA 363.4
22.0
(56.5 ) 328.9
Depreciation and amortization 80.2
6.5
67.5
(2) 154.2
Operating income (loss) 283.2
15.5
(124.0 ) 174.7
Interest expense (50.6 )
Other expense, net (6.2 )
Earnings before income taxes 117.9
Income tax expense 19.2
Net earnings $ 98.7

Balance sheet data:
Total assets $ 3,225.6
$ 353.4
$ 134.5
$ 3,713.5
Goodwill $ 2,108.7
$ 191.8
$ —
$ 2,300.5

~~Note: The Software Solutions segment was formerly known as the Technology segment.~~


~~(1)~~	~~Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.~~


~~(2)~~	Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.

Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations

Except as otherwise indicated or unless the context otherwise requires, all references to "Black Knight," the "Company," "we," "us" or "our" (1) prior to the Distribution (as defined in Note 1 — Basis of Presentation), are to Black Knight Financial Services, Inc., a Delaware corporation, and its subsidiaries and (2) after the Distribution, are to Black Knight, Inc., a Delaware corporation, and its subsidiaries.

The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including statements regarding expectations, hopes, intentions or strategies regarding the future. Forward-looking statements are based on Black Knight, ~~management's~~Inc. and its subsidiaries ("Black Knight," the "Company," "we," "us" or "our") management’s beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. ~~Black Knight, Inc. ("Black Knight," the "Company," "we," "us" or "our") undertakes~~We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties that forward-looking statements are subject to include, but are not limited to:

●

the occurrence of any event, change, or other circumstance that could give rise to a right in favor of Intercontinental Exchange, Inc. (“ICE”) or us to terminate the definitive merger agreement governing the terms and conditions of the proposed transaction;

●

the outcome of any legal proceedings that may be instituted against us or ICE;

●

the possibility that the proposed transaction does not close when expected or at all because required regulatory, stockholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect ICE or us or the expected benefits of the proposed transaction);

●

the diversion of management’s attention and time from ongoing business operations and opportunities on merger-related matters;

●

security breaches against our information systems or breaches involving our third-party vendors;

●

our ability to maintain and grow our relationships with our clients;

●

our ability to comply with or changes to the laws, rules and regulations that affect our and our clients’ businesses;

●

our ability to adapt our solutions to technological changes or evolving industry standards or to achieve our growth strategies;

●

our ability to protect our proprietary software and information rights;

●

the effect of any potential defects, development delays, installation difficulties or system failures on our business and reputation;

●

changes in general economic, business, regulatory and political conditions;

●

impacts to our business operations caused by the occurrence of a catastrophe or global crisis;

●

the effects of our existing leverage on our ability to make acquisitions and invest in our business;

●

risks associated with the recruitment and retention of our skilled workforce;

●

risks associated with the availability of data;

●

our ability to successfully consummate, integrate and achieve the intended benefits of acquisitions;

●

risks associated with our investment in DNB; and

●

other risks and uncertainties detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of our Annual Report on Form 10-K for the year ended December 31, 2021 and other filings with the Securities and Exchange Commission ("SEC").

~~security breaches against our information systems;~~

~~our ability to maintain and grow our relationships with our customers;~~

~~changes to the laws, rules and regulations that affect our and our customers' businesses;~~

~~our ability to adapt our services to changes in technology or the marketplace;~~

~~the effect of any potential defects, development delays, installation difficulties or system failures on our business and reputation;~~

~~changes in general economic, business, regulatory and political conditions, particularly as they affect the mortgage industry;~~

~~risks associated with the availability of data;~~

~~the effects of our substantial leverage on our ability to make acquisitions and invest in our business;~~

~~our ability to successfully integrate strategic acquisitions;~~

~~risks associated with our spin-off from FNF, including limitations on our strategic and operating flexibility as a result of the tax-free nature of the spin-off; and~~

other risks and uncertainties detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of our Annual Report on Form 10-K for the year ended December 31, 2016 and other filings with the Securities and Exchange Commission ("SEC").

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2021 filed with the SEC on February ~~24, 2017.~~

~~History~~

25, 2022 and other filings with the SEC.

Overview

Black Knight is a ~~leading~~premier provider of integrated, innovative, mission-critical, high-performance software solutions, data and analytics ~~solutions~~ to the U.S. mortgage and ~~consumer loan,~~ real estate ~~and capital market verticals.~~markets. Our mission is to transform the markets we serve by delivering innovative solutions ~~facilitate and automate many of the mission-critical business processes~~that are integrated across the homeownership lifecycle ~~from origination until asset disposition.~~ and that result in realized efficiencies, reduced risk and new opportunities for our clients to help them achieve greater levels of success.

We believe ~~we differentiate ourselves by the breadth and depth of~~businesses leverage our ~~comprehensive,~~robust, integrated solutions ~~and~~across the ~~insight we provide~~entire homeownership lifecycle to our clients. Black Knight was a majority-owned subsidiary of Fidelity National Financial, Inc. ("FNF") prior to the Distribution as described in the "Distribution of FNF's Ownership Interest and Related Transactions" section below.

~~Overview~~

We have market-leading positions in mortgage processing and software solutions combined with comprehensive real estate data and extensive analytic capabilities. Our solutions are utilized by U.S. mortgage originators and mortgage servicers, as well as other financial institutions, investors and real estate professionals, to support mortgage lending and servicing operations, analyze portfolios and properties, operate more efficiently, meet regulatory compliance requirements and mitigate risk.

The U.S. mortgage market is undergoing significant change, and mortgage market participants have been subjected to more stringent oversight in recent years. Regulators have increasingly focused on better disclosure, improved risk mitigation and enhanced oversight. Mortgage lenders large and small have experienced higher costs in order to comply with this higher level of regulation. Despite thesehelp retain existing clients, gain new regulatory requirements, the mortgage industry remains a competitive marketplace with numerous large lenders and smaller institutions competing for new loan originations. In order to comply with the increased regulatory requirements and compete more effectively, mortgage market participants have continued to outsource mission-critical functions to third party technology providers that can offer comprehensive and integrated solutions, which are also cost-effective, due to their deep domain expertise and economies of scale.

We believe our comprehensive end-to-end, integrated solutions differentiate us from other software providers serving the mortgage industry and position us particularly well for evolving opportunities in this market. We have served the mortgage and real estate industries for over 50 years and utilize this experience to design and develop solutions that fit our clients’ ever-evolving needs. Our proprietary software solutions and data and analytics capabilities reduce manual processes, improve compliance and quality,clients, mitigate risk and ~~deliver significant cost savings~~operate more efficiently. Our clients rely on our proven, comprehensive, scalable solutions and our unwavering commitment to delivering exceptional client support to achieve their strategic goals and better serve their customers.

We have a focused strategy of continuous innovation across our ~~clients.~~business supported by strategic acquisitions – and even more importantly, the integration of those innovations and acquisitions into our broader ecosystem. Our scale allows us to continually ~~and cost-effectively~~ invest in

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our business, ~~in order~~both to meet ~~evolving~~ever-changing industry requirements and to maintain our position as a leading provider of platforms for the mortgage and real estate markets.

Deep business and regulatory expertise and an ~~industry-standard platform for~~unparalleled, holistic view of the markets we serve allow us the privilege of being a trusted advisor to our clients, who range from the nation’s largest lenders and mortgage ~~market participants.~~

servicers to institutional portfolio managers and government entities, to individual real estate agents and mortgage brokers. Clients leverage our software ecosystem across a range of real estate and housing finance verticals through multiple digital channels, using our offerings to drive more business, reduce risk and deliver a best-in-class customer experience, all while operating more efficiently and cost-effectively.

The table below summarizes active first and second lien ~~mortgages~~mortgage loans on our mortgage loan servicing software solution and the related market data, reflecting our leadership in the mortgage loan servicing software solutions market (in millions):


	First lien				Second lien				Total first and second lien
	as of June 30,				as of June 30,				as of June 30,
	2022		2021		2022		2021		2022		2021
Active loans	33.1		32.3		3.1		3.3		36.2		35.6
Market size	53.2	(1)	53.1	(1)	12.5	(2)	12.4	(2)	65.7		65.5
Market share	62	%	61	%	25	%	26	%	55	%	54	%

First lien mortgages Second lien mortgages
as of September 30, as of September 30,
2017 2016 2017 2016
Active loans 31.5
31.2
1.9
1.1

Market size 51.0
(1) 50.7
(1) 15.4
(2) 15.7
(2)
Market share 62 % 61 % 12 % 7 %

Note: Percentages above may not recalculate due to rounding.


(1)	~~According~~Estimates according to the ~~August~~ Black Knight Mortgage Monitor Report as of ~~August 31, 2017~~June 30, 2022 and ~~2016~~2021 for U.S. first lien ~~mortgages.~~mortgage loans. These estimates are subject to change.


(2)	~~According~~Estimates according to the July ~~2017~~2022 and 2021 Equifax National Consumer Credit Trends Report as of June 30, ~~2017~~2022 and ~~September 30, 2016~~2021 for U.S. second lien ~~mortgages.~~mortgage loans. These estimates are subject to change.

We have long-standing relationships with our clients – a majority of whom enter into long-term contracts that include multiple, integrated products embedded into mission-critical, client-side workflow and decision processes. This speaks to the confidence our clients, which include some of the largest financial institutions in the world, have in our solutions and our commitment to serve them. The contractual nature of our revenues and stickiness of our client relationships make our revenues both highly visible and recurring in nature. Our scale and integrated ecosystem of solutions drive significant operating leverage and cross-sell opportunities, enabling our clients to continually benefit from new and greater operational efficiencies while simultaneously allowing us to generate strong margins and cash flows.

Our Markets

The Black Knight ecosystem stretches across four core “pillar” verticals: mortgage loan servicing, mortgage origination, capital markets and real estate; with our data and analytics flowing throughout and between the interconnected ecosystem of solutions. As we integrate our innovations and acquired technologies, we are committed to continually improving the end consumer experience, driving further efficiencies for our clients and helping them to win new customers and retain existing customers.

Recent Developments

Optimal Blue Transaction

On February 15, 2022, we entered into a purchase agreement with Cannae and THL and acquired all of their Class A units of Optimal Blue Holdco, LLC (“Optimal Blue Holdco”) through Optimal Blue I, LLC (“Optimal Blue I”), a Delaware limited liability company and our wholly-owned subsidiary, in exchange for aggregate consideration of 36.4 million shares of DNB common stock valued at $722.5 million and $433.5 million in cash, funded with borrowings under our revolving credit facility. The aggregate consideration of $1.156 billion and number of shares of DNB common stock paid to Cannae and THL was based on the 20-day volume-weighted average trading price of DNB for the period ended on February 14, 2022. As of February 15, 2022, we own 100% of the Class A units of Optimal Blue Holdco. Refer to Note 1 — Basis of Presentation and Overview for additional information.

Merger Agreement

On May 4, 2022, we entered into a definitive agreement to be acquired by ICE, a leading global provider of data, technology, and market infrastructure, in a transaction valued at approximately $13.1 billion, or $85 per share, with consideration in the form of a mix of cash (80%) and stock (20%) (the “ICE Transaction”). The ICE Transaction is expected to close in the first half of 2023, subject to the receipt of regulatory

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approvals, Black Knight shareholder approval and the satisfaction of customary closing conditions. The ICE Transaction has been approved by the Boards of Directors of Black Knight and ICE. Refer to Note 1 — Basis of Presentation and Overview for additional information.

Business Trends and Conditions

Market Trends

Market trends that have spurred lenders and servicers to seek software, data and analytics solutions are as follows:

Integral role of technology in the U.S. mortgage loan industry. Over the past few years, the homebuyer’s processes have become more digital, and banks and other lenders and servicers have become increasingly focused on automation and workflow management to operate more efficiently and meet their regulatory requirements as well as using technology to enhance the consumer experience during the mortgage loan origination, closing and servicing processes. We believe technology providers must be able to support the complexity and dynamic nature of the market, display extensive industry knowledge and possess the financial resources to make the necessary investments in technology and software to support lenders and servicers. This includes an enhanced digital experience along with the application of artificial intelligence, robotic process automation and adaptive learning.

Heightened demand for enhanced transparency and analytic insight. As U.S. mortgage loan market participants work to minimize the risk in lending, servicing and capital markets, they rely on the integration of data and analytics with solutions that enhance the decision-making process. These industry participants rely on large comprehensive third-party databases coupled with enhanced analytics to achieve these goals. Mortgage loan market participants are eager for timely data and insights to help them plan and react to the changing environment.

Regulatory changes and oversight. Most U.S. mortgage loan market participants are subject to a high level of regulatory oversight and regulatory requirements as federal and state governments have enacted various new laws, rules and regulations. It is our experience that mortgage lenders and servicers have become more focused on minimizing the risk of non-compliance with regulatory requirements and are looking toward solutions that assist them in complying with their regulatory requirements. We expect this trend to continue as additional governmental programs and regulations have been enacted to address the economic concerns resulting from the pandemic, and our clients have had to adapt their systems and processes in record time to the shifting landscape. In addition, our clients and our clients’ regulators have elevated their focus on privacy and data security in light of an increased level of cybersecurity incidents. We expect the industry focus on privacy and data security to continue to increase.

Lenders increasingly focused on core operations. As a result of regulatory scrutiny, a decline in refinance origination volumes due to a rising interest rate environment and the higher cost of doing business, we believe lenders have become more focused on their core operations and customers. We believe lenders are increasingly shifting from in-house solutions to third-party solutions that provide a more comprehensive and efficient solution. Lenders require these providers to deliver best-in-class solutions and deep domain expertise and to assist them in maintaining regulatory compliance.

Our Business Segments

Our business is organized into two segments:

Software Solutions- and Data and Analytics.

Software Solutions

Our Software Solutions segment offers software ~~and hosting~~ solutions that support loan servicing, loan origination and settlement services. ~~The Software Solutions segment was formerly known as~~Our software solutions revenues were 86% of our consolidated revenues for both the ~~Technology segment.~~three and six months ended June 30, 2022, and 85% for both the three and six months ended June 30, 2021.

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The following table summarizes our software solutions revenues (in millions):


	Three months ended				% of segment				Six months ended				% of segment
	June 30,				revenues				June 30,				revenues
	2022		2021		2022		2021		2022		2021		2022		2021
Servicing software solutions	$	221.7	$	207.8	65	%	68	%	$	444.3	$	410.5	66	%	68	%
Origination software solutions		117.7		97.6	35	%	32	%		225.8		190.7	34	%	32	%
Software Solutions	$	339.4	$	305.4	100	%	100	%	$	670.1	$	601.2	100	%	100	%

Our servicing software solutions primarily include our core servicing software solution that automates loan servicing, including loan setup and ongoing processing, customer service, accounting, reporting to the secondary mortgage market and investors and web-based workflow information systems. Our servicing software solutions primarily generate revenues based on the number of active loans outstanding on our system, which has been very stable; however, we have some exposure to foreclosure and bankruptcy loan volumes, which can fluctuate based on economic cycles and other factors.

As a result of the effects of the broad-based response to the COVID-19 pandemic, we have seen lower foreclosure-related transactional revenues due to the mortgage loan foreclosure moratorium in the prior year period. We expect higher foreclosure-related transactional revenues in 2022 compared to 2021 as a result of the expiration of the federal foreclosure moratorium. According to corresponding Black Knight Mortgage Monitor reports, foreclosure starts were 64,000 for the three months ended June 30, 2022 compared to 11,900 for the 2021 period.

Our origination software solutions primarily include our solutions that automate and facilitate the origination of mortgage loans and provide an interconnected network allowing the various parties and systems associated with lending transactions to exchange data quickly and efficiently. Our exposure to origination volumes is limited as our loan origination system revenues are based on closed loan volumes subject to minimum base software fees that are contractually obligated, and our secondary marketing technologies’ revenues are primarily subscription-based. Some of our origination software solutions are exposed to variances in origination volumes, primarily related to refinance volumes, due to the nature of the services provided. While we saw elevated refinance origination volumes for a prolonged period of time, we have seen lower origination volumes in 2022 due to record volumes in prior years and a rising interest rate environment. According to the July 2022 Mortgage Bankers Association Mortgage Finance Forecast, mortgage loan originations have declined 37% for the three months ended June 30, 2022 compared to the 2021 period. Our origination software solutions that are more sensitive to origination volumes were approximately 3% of our consolidated revenues for the three months ended June 30, 2022, and revenues related to these origination software solutions declined approximately 32% for the three months ended June 30, 2022 compared to the 2021 period, representing a headwind of approximately $5.6 million.

Data and Analytics-

Our Data and Analytics segment offers data and analytics solutions to the mortgage, real estate and capital markets verticals. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, ~~prepayment and default~~behavioral models, ~~lead generation~~a multiple listing service software solution and other data solutions.

We offer our solutions to a wide range of clients across the mortgage and consumer loan, real estate and capital market verticals. The quality and breadth of our solutions contribute to the long-standing nature of our relationships with our clients, the majority of whom enter into long-term contracts across multiple products that are embedded in their mission critical workflow and decision processes. Given the contractual nature of our revenues and stickiness of our client relationships, our revenues are highly visible and recurring in nature. Due to our integrated suite of solutions and our scale in the mortgage market, we are able to drive significant operating leverage, which we believe enables our clients to operate more efficiently while allowing us to generate strong margins and cash flow.

~~Business Trends and Conditions~~

~~General~~

The U.S. mortgage market is large, and the loan life cycle is complex and consists of several stages. The mortgage loan life cycle includes origination, servicing and default. Mortgages are originated to finance home purchases or refinance existing mortgages. Once a mortgage is originated, it is serviced on a periodic basis by mortgage servicers, which may not be the lenders that originated the mortgage. Furthermore, if a mortgage experiences default, it triggers a set of multifaceted processes with an assortment of potential outcomes depending on a mix of variables.

~~Underlying the three major components of the mortgage loan life cycle are the software and~~ Our data and analytics ~~support behind each process, which has become increasingly critical to industry participants due to~~business is primarily based on longer-term strategic data licenses, other data licenses and subscription-based revenues. For both the ~~complexity of regulatory requirements. As the industry has grown in complexity, participants have responded by outsourcing to large scale specialty providers, automating manual processes~~three and ~~seeking end-to-end solutions that support the processes required to manage the entire mortgage loan life cycle.~~

The U.S. mortgage market has seen significant change over the past few years and is expected to continue to evolve going forward. Key regulatory actions arising from the recent financial crisis, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act") and the establishment of the Consumer Financial Protection Bureau ("CFPB"), impose new and evolving standards for market participants. These regulatory changes have spurred lenders and servicers to seek technology solutions that facilitate the meeting of compliance obligations in the face of a changing regulatory environment while remaining efficient and profitable.

~~Evolving regulation~~. Most U.S. mortgage market participants have become subject to increased regulatory oversight and regulatory requirements as federal and state governments have enacted various new laws, rules and regulations. One example of such legislation is the Dodd-Frank Act, which contained broad changes for many sectors of the financial services and lending industries and established the CFPB, the federal regulatory agency responsible for regulating consumer financial protection within the United States. It issix months ended June 30, 2022, our experience that mortgage lenders have become more focused on minimizing the risk of non-compliance with these evolving regulations and are looking toward technologies and solutions that help them comply with the increased regulatory oversight and requirements.

~~Lenders increasingly focused on core operations.~~ As a result of greater regulatory scrutiny and the higher cost of doing business, we believe lenders have become more focused on their core operations and customers. We believe that lenders are increasingly shifting from in-house technologies to solutions with third-party providers who can provide better technology and services more efficiently. Lenders require these vendors to provide best-in-class technology and deep domain expertise and to assist them in maintaining regulatory compliance.

~~Growing role of technology in the U.S. mortgage industry.~~ Banks and other lenders and servicers have become increasingly focused on technology automation and workflow management to operate more efficiently and meet their regulatory guidelines. We believe that vendors must be able to support the complexity of the market, display extensive industry knowledge and possess the financial resources to make the necessary investments in technology to support lenders.

~~Increased demand for enhanced transparency and analytic insight. As U.S. mortgage market participants work to minimize the risk in lending, servicing and capital markets, they rely on the integration of~~ data and analytics ~~with technologies that enhance the decision making process. These industry participants rely on large comprehensive third party databases coupled with enhanced analytics to achieve these goals.~~

~~Mortgage Originations~~

Our various businesses are affected differently by the level of mortgage originations, including refinancing transactions. Our mortgage servicing software solution is minimally affected by varying levels of mortgage originations because it primarily earns revenues ~~based on the total number of mortgage loans it processes, which tend to stay more constant than the market for originations. Our origination software and some~~were 14% of our consolidated revenues. For both the three and six months ended June 30, 2021, our data ~~businesses may be affected by the volume of real estate transactions~~ and ~~mortgage originations, but many~~analytics revenues were 15% of our ~~client contracts~~consolidated revenues. Our data and analytics solutions that are more sensitive to fluctuations in home buying activity and origination volumes primarily relate to services where we provide data necessary for ~~origination software~~title insurance and other settlement service activities. Revenues from these solutions ~~contain minimum charges.~~

~~Economic Conditions~~

~~Our various businesses may also be affected by general economic conditions. For example, in~~were approximately 3% of our consolidated revenues for the ~~event that a difficult economy or other factors lead to a significant decline in levels of home ownership~~three months ended June 30, 2022 and ~~a significant reduction in~~declined approximately 23% for the number of mortgage loans outstanding and we are not able to counter the effect of those events with increased market share or higher fees, it could have a material adverse effect on our mortgage processing revenues. In contrast, we believe that a weaker economy tends to increase the volume of consumer mortgage defaults, which can increase the revenues in our specialty servicing software business that is used to service residential mortgage loans in default. Also, interest rates tend to decline in a weaker economy driving higher than normal refinance transactions that provide potential volume increases to our origination software offerings, most specifically the Exchange platform.

~~Distribution of FNF's Ownership Interest and Related Transactions~~

On December 7, 2016, we announced that FNF's Board of Directors approved a tax-free plan (the "Distribution Plan") whereby FNF intended to distribute all 83.3 million shares of Black Knight common stock that it currently owned to FNF Group shareholders.

On September 29, 2017, the transactions contemplated by the Distribution Plan were consummated (the "Distribution") as described in Note 1 of the Notes to Condensed Consolidated Financial Statements (Unaudited).

Following the closing of the transactions, shares of Black Knight, Inc. common stock are listed on the New York Stock Exchange under the trading symbol “BKI”, and began trading on October 2, 2017. Under the organizational documents of Black Knight, Inc., the rights of the holders of shares of Black Knight, Inc. common stock are substantially the same as the rights of former holders of Black Knight Financial Services, Inc. Class A common stock.

~~Subsequent~~three months ended June 30, 2022 compared to the ~~Distribution and related transactions, Black Knight Financial Services, LLC ("BKFS LLC") is an indirect wholly-owned subsidiary~~2021 period, representing a headwind of Black Knight, Inc. and there are no noncontrolling interests in BKFS LLC. In addition, the Up-C structure is no longer in place. As a result, our consolidated statements of operations will reflect a higher effective tax rate more closely aligned with other C-corporations in the U.S. and will no longer reflect net earnings attributable to noncontrolling interests. Had the Distribution taken place on January 1, 2017, our effective tax rate for the nine months ended September 30, 2017 would have been 41.1%, including certain discrete items recorded during the period.

~~Realignment of Property Insight~~

Effective January 1, 2017, Property Insight, LLC ("Property Insight"), a Black Knight subsidiary that provides information used by title insurance underwriters, title agents and closing attorneys to source and underwrite title insurance for real property sales and transfer, realigned its commercial relationship with FNF. In connection with the realignment, Property Insight employees responsible for title plant posting and maintenance were transferred to FNF. Under the new commercial arrangement, Black Knight continues to own the title plant technology and retains sales responsibility for third parties, other than FNF. As a result of the realignment, Black Knight no longer recognizes revenues or expenses related to title plant posting and maintenance, but charges FNF a license fee for use of the technology to access and maintain the title plant data. Had the realignment taken place on January 1, 2016, Black Knight revenues and expenses for 2016 would have been lower by approximately ~~$30 million with essentially no effect to operating income. This transaction did not result in any gain or loss.~~

~~Share Repurchase Program~~

On January 31, 2017, the Black Knight Financial Services, Inc. board of directors approved a three-year share repurchase program, effective February 3, 2017, authorizing us to repurchase up to 10 million shares of Black Knight Financial Services, Inc. Class A common stock. The repurchase program authorized us to purchase Black Knight Class A common stock from time to time through February 2, 2020, through open market purchases, negotiated transactions or other means, in accordance with applicable securities laws and other restrictions. There were no repurchases during the third quarter of 2017. During the nine months ended September 30, 2017, we repurchased approximately 1.2 million shares of our Class A common stock for $46.6 million, or an average of $39.18 per share.

In connection with the Distribution, the Black Knight board of directors approved a share repurchase program authorizing the repurchase of shares of Black Knight, Inc. common stock consistent with the previous Black Knight Financial Services, Inc. share repurchase program. The timing and volume of share repurchases will be determined by our management based on ongoing assessments of the capital needs of the business, the market price of Black Knight common stock and general market conditions. As of September 30, 2017, we had approximately 8.8 million shares remaining under our share repurchase authorization.

~~Term B Loan Repricing~~

On February 27, 2017, Black Knight InfoServ, LLC ("BKIS") entered into a First Amendment to Credit and Guaranty Agreement (the "Credit Agreement First Amendment") with JPMorgan Chase Bank, N.A. as administrative agent. Pursuant to the Credit Agreement First Amendment, the Term B Loan, as described in Note 4 to the Notes to Condensed Consolidated Financial Statements (Unaudited), bears interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of 125 basis points, or (ii) the Eurodollar rate plus a margin of 225 basis points, subject to a Eurodollar rate floor of 75 basis points. The Term B Loan matures on May 27, 2022. In addition, the Credit Agreement First Amendment permitted the Distribution.

~~Debt Refinancing and Senior Notes Redemption~~

On April 26, 2017, BKIS entered into a Second Amendment to Credit and Guaranty Agreement (the “Credit Agreement Second Amendment”) with the JPMorgan Chase Bank, N.A. as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party thereto. The Credit Agreement Second Amendment increases (i) the aggregate principal amount of the Term A Loan, as described in Note 4 to the Notes to Condensed Consolidated Financial Statements (Unaudited), by $300.0 million to $1,030.0 million and (ii) the aggregate principal amount of commitments under the Revolving Credit Facility, as described in Note 4 to the Notes to Condensed Consolidated Financial Statements (Unaudited), by $100.0 million to $500.0$3.1 million. The Credit Agreement Second Amendment also reduces the pricing applicable to the loans under the Term A Loan and Revolving Credit Facility by 25 basis points and reduces the unused commitment fee applicable to the Revolving Credit Facility by 5 basis points. The Term A Loan and Revolving Credit Facility bear interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of between 25 and 100 basis points depending on the total leverage ratio of BKFS LLC and its restricted subsidiaries on a consolidated basis (the “Consolidated Leverage Ratio”) and (ii) the Eurodollar rate plus a margin of between 125 and 200 basis points depending on the Consolidated Leverage Ratio, subject to a Eurodollar rate floor of zero basis points. In addition, BKIS will pay an unused commitment fee of between 15 and 30 basis points on the undrawn commitments under the Revolving Credit Facility, also depending on the Consolidated Leverage Ratio. Pursuant to the terms of the Credit Agreement Second Amendment, the Term A Loan and the Revolving Credit Facility mature on February 25, 2022.

On April 26, 2017, we redeemed the outstanding Senior Notes, as described in Note 4 to the Notes to Condensed Consolidated Financial Statements (Unaudited), at a price of 104.825% (the "Redemption") and paid $0.7 million in accrued interest.

~~THL Secondary Offering~~

On May 8, 2017, Black Knight announced the pricing of an underwritten secondary offering of 5,000,000 shares of its Class A common stock (the “Offering”) by affiliates of Thomas H. Lee Partners, L.P. (“THL”) pursuant to a shelf registration statement on Form S-3 filed with the SEC on May 8, 2017. Affiliates of THL in the Offering granted the underwriter an option to purchase up to 750,000 additional shares (the “Overallotment Option"). The Offering closed on May 12, 2017, and the full exercise of the Overallotment Option closed on May 18, 2017. The Company did not sell any shares and did not receive any proceeds related to the Offering or Overallotment Option. See Note 3 to the Notes to Condensed Consolidated Financial Statements (Unaudited) for the change in ownership percentages related to these transactions.

Results of Operations

Key Performance Metrics

~~We use Adjusted~~

Revenues, ~~Adjusted~~ EBITDA and ~~Adjusted~~ EBITDA Margin for financial and operational decision making and as a means to evaluate period-to-period comparisons. Adjusted Revenues, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures, which we believe are useful for investors in evaluating our overall financial performances. Black Knight believes these measures provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making, including determining a portion of executive compensation.

~~Adjusted Revenues and Adjusted EBITDA~~margin for the Software Solutions and Data and Analytics segments are presented in conformity with Accounting Standards Codification Topic 280, Segment Reporting. These measures are reported to the chief operating decision maker for

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purposes of making decisions about allocating resources to the segments and assessing their performance. For these reasons, these measures are excluded from the definition of non-GAAP financial measures under the ~~Securities and Exchange Commission's~~SEC’s Regulation G and Item 10(e) of Regulation S-K.

~~Adjusted Revenues~~ ~~- We define Adjusted Revenues as Revenues adjusted to include the revenues that were not recorded by Black Knight during~~

Consolidated Results of Operations

The following table presents certain financial data for the periods ~~presented due to the deferred revenue purchase accounting adjustment recorded in accordance with GAAP. These adjustments are reflected in Corporate and Other.~~

~~Adjusted EBITDA~~ ~~- We define Adjusted EBITDA as Net earnings, with adjustments to reflect the addition or elimination of certain income statement items including, but not limited to:~~


◦	~~Depreciation and amortization;~~


◦	~~Interest expense;~~


◦	~~Income tax expense;~~


◦	~~Other expense, net;~~


◦	~~Loss (gain) from discontinued operations, net of tax;~~


◦	~~deferred revenue purchase accounting adjustment recorded in accordance with GAAP;~~


◦	~~equity-based compensation, including related payroll taxes;~~


◦	~~costs associated with debt and/or equity offerings, including the Distribution;~~


◦	~~spin-off related transition costs; and~~


◦	~~acquisition-related costs.~~

~~These adjustments are reflected in Corporate and Other.~~

~~Adjusted EBITDA Margin~~ ~~- Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Adjusted Revenues.~~

Consolidated Results of Operations
The following table presents certain financial data for the periods indicated (in millions):
Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Revenues $ 263.8
$ 267.1
$ 784.1
$ 764.5
Expenses:
Operating expenses 140.7
152.2
428.2
433.4
Depreciation and amortization 51.3
56.8
154.2
154.2
Transition and integration costs 4.0
1.1
8.5
2.2
Total expenses 196.0
210.1
590.9
589.8
Operating income 67.8
57.0
193.2
174.7
Operating margin 25.7 % 21.3 % 24.6 % 22.9 %
Interest expense (14.1 ) (16.9 ) (44.8 ) (50.6 )
Other expense, net (0.6 ) (1.4 ) (17.1 ) (6.2 )
Earnings before income taxes 53.1
38.7
131.3
117.9
Income tax expense 9.2
6.3
24.3
19.2
Net earnings $ 43.9
$ 32.4
$ 107.0
$ 98.7

Key Performance Metrics (Non-GAAP)
Adjusted Revenues $ 264.8
$ 268.6
$ 787.7
$ 770.3
Adjusted EBITDA $ 128.2
$ 119.8
$ 373.9
$ 346.4
Adjusted EBITDA Margin 48.4 % 44.6 % 47.5 % 45.0 %

~~A reconciliation of the above non-GAAP financial measures to the most directly comparable GAAP financial measures is presented in the tables below~~indicated (in ~~millions)~~millions, except per share data):

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Revenues $ 263.8
$ 267.1
$ 784.1
$ 764.5
Deferred revenue purchase accounting adjustment 1.0
1.5
3.6
5.8
Adjusted Revenues $ 264.8
$ 268.6
$ 787.7
$ 770.3

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Net earnings $ 43.9
$ 32.4
$ 107.0
$ 98.7
Depreciation and amortization 51.3
56.8
154.2
154.2
Interest expense 14.1
16.9
44.8
50.6
Income tax expense 9.2
6.3
24.3
19.2
Other expense, net 0.6
1.4
17.1
6.2
EBITDA 119.1
113.8
347.4
328.9
Deferred revenue purchase accounting adjustment 1.0
1.5
3.6
5.8
Equity-based compensation 4.1
3.4
14.4
9.5
Debt and/or equity offering expenses 2.4
0.5
5.8
0.6
Spin-off related transition costs 1.6
—
2.7
—
Acquisition-related costs —
0.6
—
1.6
Adjusted EBITDA $ 128.2
$ 119.8
$ 373.9
$ 346.4
Adjusted EBITDA Margin 48.4 % 44.6 % 47.5 % 45.0 %


	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
Revenues	$	394.5		$	361.3		$	781.7		$	711.0
Expenses:
Operating expenses		216.8			197.0			424.7			383.2
Depreciation and amortization		92.5			90.4			184.0			178.2
Transition and integration costs		8.2			4.3			15.8			12.2
Total expenses		317.5			291.7			624.5			573.6
Operating income		77.0			69.6			157.2			137.4
Operating margin		19.5	%		19.3	%		20.1	%		19.3	%
Interest expense, net		(22.6)			(20.9)			(43.7)			(41.2)
Other expense, net		(2.4)			(1.0)			(3.6)			(4.2)
Earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates		52.0			47.7			109.9			92.0
Income tax expense		11.6			10.5			10.5			15.7
Earnings before equity in (losses) earnings of unconsolidated affiliates		40.4			37.2			99.4			76.3
Equity in (losses) earnings of unconsolidated affiliates, net of tax		(0.1)			(5.0)			303.0			1.4
Net earnings		40.3			32.2			402.4			77.7
Net losses attributable to redeemable noncontrolling interests		—			7.5			2.5			16.1
Net earnings attributable to Black Knight	$	40.3		$	39.7		$	404.9		$	93.8

Net earnings per share attributable to Black Knight common shareholders:
Diluted	$	0.26		$	0.25		$	2.60		$	0.60
Weighted average shares of common stock outstanding:
Diluted		155.6			155.7			155.5			155.8

Segment Financial Results

Revenues

Consolidated Revenues were $263.8 million in the three months ended September 30, 2017 compared to $267.1 million in the 2016 period, a decrease of $3.3 million, or 1%. Consolidated Revenues were $784.1 million in the nine months ended September 30, 2017 compared to $764.5 million in the 2016 period, an increase of $19.6 million, or 3%. The change in revenues is discussed further at the segment level below.

The following table sets forth revenues by segment for the periods presented (in millions):

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Software Solutions $ 224.5
$ 221.0
$ 665.6
$ 636.6
Data and Analytics 40.3
47.6
122.1
133.7
Corporate and Other (1) (1.0 ) (1.5 ) (3.6 ) (5.8 )
Total $ 263.8
$ 267.1
$ 784.1
$ 764.5


~~(1)~~	~~Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.~~


	Three months ended								Six months ended
	June 30,				Variance				June 30,				Variance
	2022		2021		$		%		2022		2021			$	%
Software Solutions	$	339.4	$	305.4	$	34.0	11	%	$	670.1	$	601.2	$	68.9	11	%
Data and Analytics		55.1		55.9		(0.8)	(1)	%		111.6		109.8		1.8	2	%
Total	$	394.5	$	361.3	$	33.2	9	%	$	781.7	$	711.0	$	70.7	10	%

Software Solutions

Revenues were ~~$224.5~~$339.4 million in the three months ended ~~September~~June 30, ~~2017~~2022 compared to ~~$221.0~~$305.4 million in the ~~2016~~2021 period, an increase of ~~$3.5~~$34.0 million, or 2%11%. Our servicing software ~~business grew 6%~~solutions revenues increased 7%, or ~~$11.1~~$13.9 million, primarily driven by an increase of $5.5 million in foreclosure-related revenues due to the expiration of the foreclosure moratorium, revenues from new clients and sales of new innovative solutions. Our origination software solutions revenues increased 21%, or $20.1 million, primarily driven by higher ~~loan~~revenues from new clients, revenues of $6.4 million related to acquired businesses, partially offset by the effect of lower refinance volumes on our ~~core servicing software solution, which increased 3.1% to 33.4 million average loans,~~Exchange and ~~price increases, partially offset by lower specialty servicing volumes. Our origination software business declined 17%, or $7.6 million,~~eLending platforms primarily ~~driven by lower Exchange volumes as a result of the 43% decline in refinancing originations as reported by the Mortgage Bankers Association ("MBA").~~

Revenues were $665.6 million in the nine months ended September 30, 2017 compared to $636.6 million in the 2016 period, an increase of $29.0 million, or 5%. Our servicing software business grew 8%, or $40.6 million, primarily driven by higher loan volumes on our core servicing software solution, which increased 2.9% to 32.8 million average loans, price increases and higher transactional volumes. Our origination software business declined 9%, or $11.6 million, primarily driven by lower Exchange volumes as a result of a decline in refinancing ~~originations, consulting~~origination volumes and attrition.

Table of Contents

Revenues were $670.1 million in the six months ended June 30, 2022 compared to $601.2 million in the 2021 period, an increase of $68.9 million, or 11%. Our servicing software solutions increased 8%, or $33.8 million, primarily driven by an increase of $13.6 million in foreclosure-related revenues due to the expiration of the foreclosure moratorium, revenues from new clients and ~~client contract termination fees,~~sales of new innovative solutions. Our origination software solutions revenues increased 18%, or $35.1 million, primarily driven by higher revenues from new clients, revenues of $13.2 million related to acquired businesses, partially offset by the ~~eLynx acquisition.~~

effect of lower refinance volumes on our Exchange and eLending platforms primarily as a result of a decline in refinancing origination volumes and attrition.

Data and Analytics

Revenues were ~~$40.3~~$55.1 million in the three months ended ~~September~~June 30, ~~2017~~2022 compared to ~~$47.6~~$55.9 million in the ~~2016~~2021 period, a decrease of ~~$7.3~~$0.8 million, or ~~15%~~1%. The decrease was primarily driven by the effect of ~~the Property Insight realignment,~~lower origination volumes, lower revenues related to a reduction in scope for two strategic data deal renewals and client attrition, partially offset by

~~growth in our property data~~ revenues from strong sales execution and ~~multiple listing service businesses. Had the realignment taken place on January 1, 2016, Black Knight revenues for the three months ended September 30, 2016 would have been lower by $8.3 million.~~

new innovation solutions, professional services and $0.7 million related to an acquired business.

Revenues were ~~$122.1~~$111.6 million in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 compared to ~~$133.7~~$109.8 million in the ~~2016~~2021 period, ~~a decrease~~an increase of ~~$11.6~~$1.8 million, or 9%2%. The ~~decrease~~increase was primarily driven by revenues from strong sales execution and new innovation solutions, partially offset by the effect of ~~the Property Insight realignment, partially offset~~lower origination volumes and lower revenues related to a reduction in scope for two strategic data deal renewals.

EBITDA and EBITDA margin

The following tables set forth EBITDA (in millions) and EBITDA margin by ~~incremental revenues from the Motivity acquisition and growth in our property data and multiple listing service businesses. Had the realignment taken place on January 1, 2016, Black Knight revenues~~segment for the ~~nine months ended September 30, 2016 would have been lower by $23.3 million.~~

~~Operating Expenses~~

~~Consolidated Operating expenses were $140.7~~periods presented:


	Three months ended								Six months ended
	June 30,				Variance				June 30,				Variance
	2022		2021		$		%		2022		2021		$		%
Software Solutions	$	190.7	$	174.8	$	15.9	9	%	$	378.9	$	345.7	$	33.2	10	%
Data and Analytics		17.7		20.8		(3.1)	(15)	%		36.7		40.5		(3.8)	(9)	%


	Three months ended					Six months ended
	June 30,				Variance		June 30,				Variance
	2022		2021		Basis points		2022		2021		Basis points
Software Solutions	56.2	%	57.2	%	(100)		56.5	%	57.5	%	(100)
Data and Analytics	32.1	%	37.2	%	(510)		32.9	%	36.9	%	(400)

Software Solutions

EBITDA was $190.7 million in the three months ended ~~September~~June 30, ~~2017~~2022 compared to ~~$152.2~~$174.8 million in the ~~2016~~2021 period, an increase of $15.9 million, or 9%, with an EBITDA margin of 56.2% compared to 57.2% in the 2021 period. The EBITDA margin decrease was primarily driven by revenue mix and increased investments in innovation and client support as well as higher sales and marketing costs as we return to a more normal operating environment following the pandemic.

EBITDA was $378.9 million in the six months ended June 30, 2022 compared to $345.7 million in the 2021 period, an increase of $33.2 million, or 10%, with an EBITDA margin of 56.5% compared to 57.5% in the 2021 period. The EBITDA margin decrease was primarily driven by revenue mix and increased investments in innovation and client support as well as higher sales and marketing costs as we return to a more normal operating environment following the pandemic.

Data and Analytics

EBITDA was $17.7 million in the three months ended June 30, 2022 compared to $20.8 million in the 2021 period, a decrease of ~~$11.5~~$3.1 million, or ~~8%. Consolidated Operating expenses were $428.2~~15%, with an EBITDA margin of 32.1% compared to 37.2% in the 2021 period. The EBITDA margin decrease was primarily driven by revenue mix and higher sales and marketing and personnel costs.

EBITDA was $36.7 million in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 compared to ~~$433.4~~$40.5 million in the ~~2016~~2021 period, a decrease of ~~$5.2~~$3.8 million, or ~~1%.~~9%, with an EBITDA margin of 32.9% compared to 36.9% in the 2021 period. The ~~changes in operating expenses are discussed further at the segment level below.~~EBITDA margin decrease was primarily driven by revenue mix and higher sales and marketing and personnel costs.

Table of Contents

Consolidated Financial Results

Operating Expenses

The following table sets forth operating expenses by segment for the periods presented (in millions):


	Three months ended								Six months ended
	June 30,				Variance				June 30,				Variance
	2022		2021		$		%		2022		2021		$		%
Software Solutions	$	148.7	$	130.6	$	18.1	14	%	$	291.2	$	255.5	$	35.7	14	%
Data and Analytics		37.4		35.1		2.3	7	%		74.9		69.3		5.6	8	%
Corporate and Other⁽¹⁾		30.7		31.3		(0.6)	(2)	%		58.6		58.4		0.2	0	%
Total	$	216.8	$	197.0	$	19.8	10	%	$	424.7	$	383.2	$	41.5	11	%

(1)

Operating expenses for Corporate and Other include equity-based compensation, including certain related payroll taxes, of $13.0 million and $13.2 million for the three months ended June 30, 2022 and 2021, respectively, and $24.2 million and $23.7 million for the six months ended June 30, 2022 and 2021, respectively.

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Software Solutions $ 93.0
$ 95.9
$ 277.7
$ 273.2
Data and Analytics 32.7
39.2
99.2
111.7
Corporate and Other 15.0
17.1
51.3
48.5
Total $ 140.7
$ 152.2
$ 428.2
$ 433.4

~~Software Solutions~~

The increase in Operating expenses ~~were $93.0 million~~ in the three months ended ~~September~~June 30, ~~2017~~2022 compared to ~~$95.9 million in~~ the ~~2016~~2021 period ~~a decrease of $2.9 million, or 3%. The decrease was primarily due to lower net personnel costs.~~

Operating expenses were $277.7 million in the nine months ended September 30, 2017 compared to $273.2 million in the 2016 period, an increase of $4.5 million, or 2%. The increase was primarily due to the eLynx acquisition.

~~Data and Analytics~~

Operating expenses were $32.7 million in the three months ended September 30, 2017 compared to $39.2 million in the 2016 period, a decrease of $6.5 million, or 17%. The decrease was primarily driven by the Property Insight realignment, partially offset by the Motivity acquisition and the effect of costs associated with the data hub.

Operating expenses were $99.2 million in the nine months ended September 30, 2017 compared to $111.7 million in the 2016 period, a decrease of $12.5 million, or 11%. The decrease was primarily driven by the Property Insight realignment, partially offset by the Motivity acquisition and the effect of costs associated with the data hub.

~~Corporate and Other~~

Operating expenses were $15.0 million in the three months ended September 30, 2017 compared to $17.1 million in the 2016 period, a decrease of $2.1 million, or 12%. The decrease was primarily driven by lower incentive bonus accruals, partially offset by higher equity-based compensation.

~~Operating expenses were $51.3 million in the nine months ended September 30, 2017 compared to $48.5 million in the 2016 period, an increase of $2.8 million, or 6%. The increase~~ was primarily driven by higher ~~equity-based compensation~~net personnel expenses, including the effect of wage inflation above our typical annual increases, increases in sales and ~~professional fees,~~marketing costs, partially offset by lower ~~incentive bonus accruals.~~

lease costs.

The increase in Operating expenses in the six months ended June 30, 2022 compared to the 2021 period was primarily driven by higher net personnel expenses, including the effect of wage inflation above our typical annual increases, increases in sales and marketing costs, partially offset by lower lease costs.

Depreciation and Amortization

Consolidated Depreciation and amortization was $51.3 million in the three months ended September 30, 2017 compared to $56.8 million in the 2016 period, a decrease of $5.5 million, or 10%. Consolidated Depreciation and amortization was $154.2 million in the nine months ended September 30, 2017 and 2016. The changes in depreciation and amortization are discussed further at the segment level below.

The following table sets forth depreciation and amortization by segment for the periods presented (in millions):


	Three months ended								Six months ended
	June 30,				Variance				June 30,				Variance
	2022		2021		$		%		2022		2021		$		%
Software Solutions	$	35.9	$	33.2	$	2.7	8	%	$	71.0	$	64.4	$	6.6	10	%
Data and Analytics		4.0		3.7		0.3	8	%		7.8		7.5		0.3	4	%
Corporate and Other⁽¹⁾		52.6		53.5		(0.9)	(2)	%		105.2		106.3		(1.1)	(1)	%
Total	$	92.5	$	90.4	$	2.1	2	%	$	184.0	$	178.2	$	5.8	3	%

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Software Solutions $ 24.3
$ 29.0
$ 74.9
$ 80.2
Data and Analytics 3.7
2.1
11.0
6.5
Corporate and Other (1) 23.3
25.7
68.3
67.5
Total $ 51.3
$ 56.8
$ 154.2
$ 154.2


(1)	Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.

~~Software Solutions~~

The increase in Depreciation and amortization ~~was $24.3~~in the three and six months ended June 30, 2022 compared to the respective 2021 periods is primarily related to the amortization of software and deferred contract costs, partially offset by lower amortization of other intangible assets.

Transition and Integration Costs

Transition and integration costs were $8.2 million in the three months ended ~~September~~June 30, ~~2017~~2022 compared to ~~$29.0~~$4.3 million in the ~~2016 period, a decrease of $4.7 million. The decrease is primarily due to lower deferred contract~~2021 period. Transition and integration costs ~~amortization. The 2016 period includes accelerated amortization of $2.9 million related to certain deferred implementation costs.~~

~~Depreciation and amortization was $74.9~~were $15.8 million in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 compared to ~~$80.2~~$12.2 million in the ~~2016 period, a decrease~~2021 period. Transition and integration costs for the three months ended June 30, 2022 primarily consisted of ~~$5.3 million. The decrease is primarily due~~costs related to ~~lower deferred contract~~the ICE Transaction. Transition and integration costs ~~amortization~~in the 2022 and ~~software amortization.~~2021 periods also consisted of costs associated with acquisitions, including costs pursuant to purchase agreements and expense reduction initiatives.

~~Data and Analytics~~

~~Depreciation and amortization~~

Table of Contents

Interest Expense, Net

Interest expense, net was ~~$3.7~~$22.6 million in the three months ended ~~September~~June 30, ~~2017~~2022 compared to ~~$2.1~~$20.9 million in the ~~2016~~2021 period, an increase of ~~$1.6 million. The increase is primarily due to increased depreciation from both computer hardware and new software development.~~

~~Depreciation and amortization~~$1.7 million, or 8%. Interest expense, net was ~~$11.0~~$43.7 million in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 compared to ~~$6.5~~$41.2 million in the ~~2016~~2021 period, an increase of ~~$4.5 million. The increase is primarily due to increased depreciation from both computer hardware and new software development.~~

~~Corporate and Other~~

Depreciation and amortization was $23.3 million in the three months ended September 30, 2017 compared to $25.7 million in the 2016 period, a decrease of $2.4 million. The decrease is primarily due to depreciation and amortization related to customer relationship assets.

~~Depreciation and amortization was $68.3 million in the nine months ended September 30, 2017 compared to $67.5 million in the 2016 period, an increase of $0.8 million.~~

~~Transition and Integration Costs~~

Consolidated Transition and integration costs were $4.0 million in the three months ended September 30, 2017 compared to $1.1 million in the 2016 period, an increase of $2.9 million. Consolidated Transition and integration costs were $8.5 million in the nine months ended September 30, 2017 compared to $2.2 million in the 2016 period, an increase of $6.3 million. Transition and integration costs for the 2017 period primarily represents legal and professional fees related to the Distribution and transition related costs as we transfer certain corporate functions from FNF. Transition and integration costs for the 2016 period primarily represent costs associated with the eLynx and Motivity acquisitions.

~~Operating Income (Loss)~~

Consolidated Operating income was $67.8 million in the three months ended September 30, 2017 compared to $57.0 million in the 2016 period, an increase of $10.8 million, or 19%. Consolidated Operating income was $193.2 million in the nine months ended September 30, 2017 compared to $174.7 million in the 2016 period, an increase of $18.5 million, or 11%. The changes in operating income (loss) are discussed further at the segment level below.

~~The following table sets forth operating income (loss) by segment for the periods presented (in millions):~~

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Software Solutions $ 107.2
$ 96.1
$ 313.0
$ 283.2
Data and Analytics 3.9
6.3
11.9
15.5
Corporate and Other (43.3 ) (45.4 ) (131.7 ) (124.0 )
Total $ 67.8
$ 57.0
$ 193.2
$ 174.7

~~Software Solutions~~

Operating income was $107.2 million in the three months ended September 30, 2017 compared to $96.1 million in the 2016 period, an increase of $11.1 million, or 12%. Operating margin was 47.8% in the three months ended September 30, 2017 compared to 43.5% in 2016. The increase in operating income is primarily due to revenue growth within servicing software and lower depreciation and amortization.

Operating income was $313.0 million in the nine months ended September 30, 2017 compared to $283.2 million in the 2016 period, an increase of $29.8 million, or 11%. Operating margin was 47.0% in the nine months ended September 30, 2017 compared to 44.5% in 2016. The increase in operating income is primarily due to revenue growth within servicing software and lower depreciation and amortization.

~~Data and Analytics~~

Operating income was $3.9 million in the three months ended September 30, 2017 compared to $6.3 million in the 2016 period, a decrease of $2.4 million, or 38%. Operating margin was 9.7% in the three months ended September 30, 2017 compared to 13.2% in 2016. The decrease is primarily due to expenses associated with Motivity and the data hub and higher depreciation and amortization.

Operating income was $11.9 million in the nine months ended September 30, 2017 compared to $15.5 million in the 2016 period, a decrease of $3.6 million, or 23%. Operating margin was 9.7% in the nine months ended September 30, 2017 compared to 11.6% in 2016. The decrease is primarily due to the effect of expenses associated with Motivity and the data hub and higher depreciation and amortization.

~~Corporate and Other~~

Operating loss was $43.3 million in the three months ended September 30, 2017 compared to $45.4 million in the 2016 period, a decrease of $2.1 million, or 5%. The decrease was primarily driven by lower incentive bonus accruals, partially offset by legal and professional fees related to the Distribution.

~~Operating loss was $131.7 million in the nine months ended September 30, 2017 compared to $124.0 million in the 2016 period, an increase of $7.7~~$2.5 million, or 6%. The increase was primarily driven by our higher ~~equity-based compensation~~average outstanding debt balances and ~~legal and professional fees related to the Distribution, partially offset by lower incentive bonus accruals.~~

~~Interest~~higher interest rates.

Other Expense,

~~Consolidated Interest~~ Net

Other expense, net was ~~$14.1~~$2.4 million in the three months ended ~~September~~June 30, ~~2017~~2022 compared to ~~$16.9~~$1.0 million in the 2016 period, a decrease of $2.8 million. Consolidated Interest expense was $44.8 million in the nine months ended September 30, 2017 compared to $50.6 million in the 2016 period, a decrease of $5.8 million. The decrease is driven by interest savings from the Term B Loan repricing and debt refinancing.

~~Other Expense, Net~~

~~Consolidated~~2021 period. Other expense, net was ~~$0.6~~$3.6 million in the six months ended June 30, 2022 compared to $4.2 million in the 2021 period. The 2022 amounts are primarily related to legal fees. The 2021 amounts are primarily related to the debt refinancing in March 2021 and legal fees.

Income Tax Expense

Income tax expense was $11.6 million in the three months ended ~~September~~June 30, ~~2017~~2022 compared to ~~$1.4~~$10.5 million in the 2016 period. Consolidated Other expense, net was $17.1 million in the nine months ended September 30, 2017 compared to $6.2 million in the 2016 period. The 2017 amount primarily includes the Senior Notes redemption, Term A Loan and Revolving Credit Facility refinancing, resolution of a legacy legal matter and the Term B Loan repricing. The 2016 amount primarily includes legal fees associated with litigation matters.

~~Income Tax Expense~~

Consolidated Income tax expense was $9.2 million in the three months ended September 30, 2017 compared to $6.3 million in the 2016 period. Consolidated Income tax expense was $24.3 million in the nine months ended September 30, 2017 compared to $19.2 million in the 20162021 period. Our effective tax rate was ~~17.3%~~22.3% in the 2022 period compared to 22.0% in 2021. Our effective tax rates for the three months ended ~~September~~June 30, ~~2017 compared~~2022 and 2021 includes the effect of research and experimentation tax credits. Our effective tax rate for the three months ended June 30, 2021 also includes the effect of tax benefits relating to

~~16.3%~~ the vesting of restricted shares of common stock.

Income tax expense was $10.5 million in the ~~2016~~six months ended June 30, 2022 compared to $15.7 million in the 2021 period. Our effective tax rate was ~~18.5%~~9.6% in the ~~nine~~2022 period compared to 17.1% in the 2021 period. Our effective tax rate for the six months ended ~~September~~June 30, 2017 compared to 16.3% in the 2016 period. The increase is related to certain discrete items recorded during the period. These rates are lower than the typical federal and state statutory rate because of2022 includes the effect of ~~our noncontrolling interests prior~~a $14.1 million discrete income tax benefit related to the ~~Distribution. As~~establishment of a ~~result of the Distribution, we no longer have any noncontrolling interests.~~

~~Adjusted Revenues~~

Consolidated Adjusted Revenues were $264.8 million in the three months ended September 30, 2017 compared to $268.6 million in the 2016 period, a decrease of $3.8 million, or 1%. The decrease reflects higher loan volumes and price increases on our core servicing software solution, that were offset by the effect of the Property Insight realignment and lower Exchange volumesdeferred tax asset as a result of our reorganization of certain wholly-owned subsidiaries within the ~~43% decline in refinancing originations as reported by~~Optimal Blue partnership investment structure. Our effective tax rate for the ~~MBA.~~

~~Consolidated Adjusted Revenues were $787.7 million in the nine~~six months ended ~~September~~June 30, ~~2017 compared to $770.3 million in the 2016 period, an increase of $17.4 million, or 2%. The increase was driven by higher loan volumes on~~2021 differs from our core servicing software solution, price increases, higher transactional volumes and the eLynx and Motivity acquisitions, partially offset by the effect of the Property Insight realignment and lower Exchange volumes as a result of a decline in refinancing originations.

~~Adjusted EBITDA and Adjusted EBITDA Margin~~

Consolidated Adjusted EBITDA was $128.2 million in the three months ended September 30, 2017 compared to $119.8 million in the 2016 period, an increase of $8.4 million, or 7%. Consolidated Adjusted EBITDA was $373.9 million in the nine months ended September 30, 2017 compared to $346.4 million in the 2016 period, an increase of $27.5 million, or 8%. The changes in Adjusted EBITDA are discussed further at the segment level below.

Consolidated Adjusted EBITDA Margin was 48.4% in the three months ended September 30, 2017 compared to 44.6% in the 2016 period, an increase of 380 basis points. Consolidated Adjusted EBITDA Margin was 47.5% in the nine months ended September 30, 2017 compared to 45.0% in the 2016 period, an increase of 250 basis points. The changes in Adjusted EBITDA Margin are discussed further at the segment level below.

~~The following tables set forth Adjusted EBITDA (in millions) and Adjusted EBITDA Margin by segment for the periods presented:~~

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Software Solutions $ 131.5
$ 125.1
$ 387.9
$ 363.4
Data and Analytics 7.6
8.4
22.9
22.0
Corporate and Other (10.9 ) (13.7 ) (36.9 ) (39.0 )
Total $ 128.2
$ 119.8
$ 373.9
$ 346.4

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Software Solutions 58.6 % 56.6 % 58.3 % 57.1 %
Data and Analytics 18.9 % 17.6 % 18.8 % 16.5 %
Corporate and Other N/A
N/A
N/A
N/A
Total 48.4 % 44.6 % 47.5 % 45.0 %

~~Software Solutions~~

Adjusted EBITDA was $131.5 million in the three months ended September 30, 2017 compared to $125.1 million in the 2016 period, an increase of $6.4 million, or 5%, with an Adjusted EBITDA Margin of 58.6%, an increase of 200 basis points from the 2016 period. The increase was primarily driven by incremental margins on revenue growth.

Adjusted EBITDA was $387.9 million in the nine months ended September 30, 2017 compared to $363.4 million in the 2016 period, an increase of $24.5 million, or 7%, with an Adjusted EBITDA Margin of 58.3%, an increase of 120 basis points from the 2016 period. The increase was primarily driven by incremental margins on revenue growth.

~~Data and Analytics~~

Adjusted EBITDA was $7.6 million in the three months ended September 30, 2017 compared to $8.4 million in the 2016 period, a decrease of $0.8 million, or 10%, with an Adjusted EBITDA Margin of 18.9%, compared to 17.6% in the prior year period, an increase of 130 basis points from the 2016 period. The Adjusted EBITDA Margin increase was primarily due to the Property Insight realignment, partially offset by costs associated with the data hub.

Adjusted EBITDA was $22.9 million in the nine months ended September 30, 2017 compared to $22.0 million in the 2016 period, an increase of $0.9 million, or 4%, with an Adjusted EBITDA Margin of 18.8%, compared to 16.5% in the 2016 period, an increase of 230 basis points from the 2016 period. The Adjusted EBITDA Margin increase wasstatutory rate primarily due to the effect of excess tax benefits relating to the ~~Property Insight realignment~~vesting of restricted shares of our common stock and ~~incremental revenue growth, partially offset~~research and experimentation tax credits.

Equity in (Losses) Earnings of Unconsolidated Affiliates, Net of Tax

Equity in (losses) earnings of unconsolidated affiliates, net of tax consists of the following (in millions):


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Equity in losses of unconsolidated affiliates, net of tax	$	(0.1)	$	(5.0)	$	(2.4)	$	(8.5)
Non-cash gain related to DNB's issuance of common stock, net of tax		—		—		—		9.9
Gain related to DNB investment, net of tax		—		—		305.4		—
Equity in (losses) earnings of unconsolidated affiliates, net of tax	$	(0.1)	$	(5.0)	$	303.0	$	1.4

Refer to Note 4 — Investments in Unconsolidated Affiliates in Item 1 of Part I of this Quarterly Report on Form 10-Q, which is incorporated by ~~costs associated with Motivity and the data hub.~~

reference into this Part I Item 2 for additional information.

Liquidity and Capital Resources

~~Cash Requirements~~

Our primary sources of liquidity are our existing cash balances, cash flows from operations and borrowings on our ~~Revolving Credit Facility.~~revolving credit facility. As of June 30, 2022, we had cash of $38.0 million, debt principal of $2,788.1 million and available capacity of $353.3 million on our revolving credit facility.

As of June 30, 2022, we own 18.5 million shares of DNB common stock for an ownership interest in DNB of approximately 4.3% of DNB’s outstanding common stock. As of June 30, 2022, DNB’s closing share price was $15.03 and the fair value of our investment in DNB was $277.7 million before tax. Assuming a statutory tax rate of 25.3%, the estimated after-tax value of our investment in DNB is $249.4 million. Refer to Note 4 — Investments in Unconsolidated Affiliates in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.

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Our primary cash requirements include operating expenses, debt service payments (principal and interest), capital expenditures (including ~~property,~~software development, equipment and ~~computer software~~property related expenditures) and ~~income tax~~tax-related payments and may include ~~share repurchases,~~ business acquisitions ~~and/or dividends. Our cash requirements may also include tax distributions to holders of membership units of BKFS LLC units relating to the period before the Distribution, the timing~~ and amount of which will be dependent upon the taxable income allocable to such holders. BKFS LLC made tax distributions of $75.3 million during the nine months ended September 30, 2017 for the 2016 tax year and 2017 tax year relating to the period before the Distribution.

~~As of September 30, 2017, we had cash and cash equivalents of $146.2 million and debt of $1,558.1 million, excluding debt issuance costs and original issue discount.~~ share repurchases.

We believe that our cash ~~flow~~flows from operations and available cash and cash equivalents are sufficient to meet our liquidity needs, including the repayment of our outstanding debt, for at least the next 12 months. We anticipate that to the extent ~~that~~ we require additional liquidity, it will be funded through borrowings on our ~~Revolving Credit Facility,~~revolving credit facility, the incurrence of other indebtedness, the sale of DNB common stock, equity issuance or a combination thereof. ~~We cannot be assured that we will be able to obtain this additional liquidity on reasonable terms, or at all.~~ The loss of the largest lender on our ~~Revolving Credit Facility~~revolving credit facility would reduce our borrowing capacity by ~~$41.3~~$90.0 million. Additionally, our liquidity and our ability to meet our obligations and fund our capital requirements are also dependent on our future financial performance, which is subject to general economic, financial and other factors that are beyond our control. Accordingly, we cannot be assured that our business will generate sufficient cash ~~flow~~flows from operations or that future borrowings will be available from additional indebtedness or otherwise to meet our liquidity needs. Although we have no specific current plans to do so, if we decide to pursue one or more significant acquisitions, we may incur additional debt or ~~sell~~issue additional equity to finance such acquisitions.

~~After September~~

As of June 30, 2022, our income tax payable was $46.8 million compared to $11.8 million as of December 31, 2021. The increase is primarily related to the income taxes owed as a result of the shares of DNB common stock that we exchanged as part of the aggregate consideration for acquiring the remaining outstanding Class A Units in Optimal Blue Holdco from Cannae and THL. Refer to Note 1 — Basis of Presentation and Overview for additional information. Additionally, the Tax Cuts and Jobs Act of 2017 ~~we made~~amended Internal Revenue Code Section 174 (“Section 174”) to eliminate current-year deductibility of research and experimentation expenditures and software development costs beginning in 2022, and now requires these costs to be capitalized and amortized over a period of time. The effect of the change in timing of deducting certain costs under Section 174 resulted in higher income tax payments in 2022.

The CARES Act allows us to defer payments of ~~$150.0~~our share of social security taxes until December 31, 2022. As of June 30, 2022, we have deferred $7.6 million ~~on our Revolving Credit Facility, which increased our available capacity~~of payments related to ~~$500.0 million.~~

employer social security taxes.

Cash Flows

The following table provides a summary of cash flows from operating, investing and financing activities for the periods presented (in millions):

Nine months ended September 30,
2017 2016
Cash flows provided by operating activities $ 239.8
$ 210.5
Cash flows used in investing activities (46.4 ) (206.1 )
Cash flows used in financing activities (181.1 ) (131.5 )
Net increase (decrease) in cash and cash equivalents $ 12.3
$ (127.1 )


	Six months ended June 30,
	2022		2021		Variance
Cash flows provided by operating activities	$	89.8	$	199.2	$	(109.4)
Cash flows used in investing activities		(59.5)		(116.4)		56.9
Cash flows used in financing activities		(69.4)		(28.8)		(40.6)
Net (decrease) increase in cash and cash equivalents	$	(39.1)	$	54.0	$	(93.1)

Operating Activities

~~Cash provided by operating activities was $239.8~~

The $109.4 million ~~and $210.5 million for the nine months ended September 30, 2017 and 2016, respectively. The increase~~decrease in cash provided by operating activities in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 compared to the ~~2016~~2021 period is primarily related to ~~increased earnings~~an increase in income tax payments of $81.6 million primarily related to the gain on our investment in DNB and the ~~increase~~effect of the change in ~~non-cash expenses from the loss on extinguishment~~timing of ~~debt~~deducting certain costs under Section 174, higher incentive compensation payments and ~~equity-based compensation.~~

a performance-based payment related to a prior acquisition, partially offset by higher operating income.

Investing Activities

~~Cash used in investing activities was $46.4~~

The $56.9 million ~~and $206.1 million for the nine months ended September 30, 2017 and 2016, respectively. The~~ decrease in cash used in investing activities in the ~~nine~~six months ended ~~September~~June 30, ~~2017 as~~2022 compared to the ~~2016~~2021 period is primarily related to business and asset acquisitions in the prior year period.

Financing Activities

The $40.6 million increase in cash used in financing activities in the six months ended June 30, 2022 compared to the 2021 period is primarily related to the ~~eLynx~~cash paid as part of the aggregate purchase consideration for acquiring the remaining outstanding Class A Units of Optimal Blue Holdco from Cannae and ~~Motivity acquisitions in 2016 and lower capital expenditures in 2017.~~

~~Financing Activities~~

Cash used in financing activities was $181.1 million and $131.5 million for the nine months ended September 30, 2017 and 2016, respectively. The 2017 period includes cash outflows related to the Senior Notes redemption and related redemption fee of $408.8 million, tax distributions to BKFS LLC members of $75.3 million, purchases of treasury stock of $46.6 million, debt service payments of $25.9 million, capital lease payments of $11.6 million, debt issuance costs of $8.6 million and tax withholding payments for restricted share vesting of $4.3 million,THL, partially offset by ~~cash inflows~~higher net borrowings and share repurchases in the prior year period.

Table of $400.0 million in borrowings. In the 2016 period, we had cash outflows of $138.0 million in debt service payments and tax distributions to BKFS LLC members of $48.5 million, partially offset by cash inflows of $55.0 million in borrowings.Contents

Financing

For a description of our financing arrangements, see Note 47 — Long-Term Debt ~~in the Notes to Condensed Consolidated Financial Statements (Unaudited) included~~ in Item 1 of Part 1I of this Quarterly Report on Form 10-Q, which is incorporated by reference into this Part I Item 2.

Contractual Obligations

Our long-term contractual obligations generally include our debt and related interest payments, ~~data processing~~software subscription, cloud computing and hardware and software maintenance commitments ~~purchase commitments,~~and operating and finance lease payments for our offices, data centers, property and ~~capital lease payments on certain computer~~ equipment. ~~Other than the items included below, there~~There were no significant changes to our contractual obligations from those disclosed in the Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

~~In January 2017, we entered into a one-year capital lease agreement with a bargain purchase option for certain computer equipment as described in Note 1 —~~ ~~Basis of Presentation~~ ~~in the Notes to Condensed Consolidated Financial Statements (Unaudited). In February 2017, we repriced~~2021. Our interest rate swaps represent our ~~Term B Loan as described in Note 4 —~~ ~~Long-Term Debt~~ in the Notes to Condensed Consolidated Financial Statements (Unaudited). On April 26, 2017, we refinanced our Term A Loan and Revolving Credit Facility and redeemed the outstanding Senior Notes as described in Note 4 — ~~Long-Term Debt~~ ~~in the Notes to Condensed Consolidated Financial Statements (Unaudited).~~

material off-balance sheet arrangements.

Share Repurchase Program

~~There were no repurchases during the third quarter~~

On February 12, 2020, our Board of ~~2017. During the nine months ended September 30, 2017, we repurchased approximately 1.2~~Directors approved a three-year share repurchase program authorizing us to repurchase up to 10.0 million shares of our ~~BKFS Class A~~outstanding common stock ~~for $46.6 million,~~through February 12, 2023, through open market purchases, negotiated transactions or ~~an average~~other means, in accordance with applicable securities laws and other restrictions. Refer to Note 12 — Equity in Item 1 of ~~$39.18 per share. As~~Part I of ~~September 30, 2017, we had approximately 8.8 million shares remaining under our share repurchase authorization.~~

this Quarterly Report on Form 10-Q, which is incorporated by reference into this Part I Item 2.

Indemnifications and Warranties

~~Off-Balance Sheet Arrangements~~

~~We do not have any material off-balance sheet arrangements other than operating leases and interest rate swaps.~~

Critical Accounting Policies

There have been no material changes to our critical accounting policies and estimates described in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

2021.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

Market Risk

We regularly assess market risks and have established policies and business practices designed to protect against the adverse effects of these exposures. We are exposed to market risks primarily from changes in interest rates. We use interest rate swaps to manage interest rate risk. We do not use interest rate swaps for trading purposes, to generate income or to engage in speculative activity.

Interest Rate Risk

In addition to existing cash balances and cash provided by operating activities, we use fixed ~~rate~~ and variable rate debt to finance our operations.

Our Senior Notes represent our fixed-rate long-term debt. Refer to Note 7 — Long-Term Debt in Item 1 of Part I of this Quarterly Report on Form 10-Q. The carrying value of our Senior Notes was $990.4 million as of June 30, 2022. The fair value of our Senior Notes was approximately $870.0 million as of June 30, 2022. The potential reduction in fair value of the Senior Notes from a hypothetical 10 percent increase in market interest rates would not be material to the overall fair value of the debt.

We enter into interest rate swap agreements to hedge forecasted monthly interest rate payments on our variable rate debt. We are exposed to interest rate risk on ~~these~~our variable rate debt obligations and related interest rate swaps. WeAs of June 30, 2022, we had ~~$1,558.1~~$1,782.3 million in

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long-term debt principal outstanding ~~as of September 30, 2017. The Senior Notes were redeemed on April 26, 2017 and represented~~from our Facilities, all of ~~our fixed-rate long-term~~which is variable rate debt, ~~obligations.~~

~~The credit facilities~~ as described in Note 47 — Long-Term Debt in Item 1 of Part I of this Quarterly Report on Form 10-Q.

As of June 30, 2022, the ~~Notes to the Condensed Consolidated Financial Statements (Unaudited)~~Facilities represent our ~~variable rate~~ long-term debt obligations ~~as of September 30, 2017. The principal outstanding related~~exposed to ~~these facilities was $1,558.1 million as of September 30, 2017.~~interest rate risk. We performed a sensitivity analysis on the principal amount of ~~our long-term debt subject to variable interest rates as of September 30, 2017. This sensitivity analysis is based solely on the principal amount of such~~ debt as of ~~September~~June 30, ~~2017, and does not take into account any changes that occurred in~~2022, as well as the ~~prior 12 months or that may take place in the next 12 months in the amount~~effect of our ~~outstanding debt or in the notional amount of outstanding~~ interest rate swaps. Further, in this sensitivity analysis, the change in interest rates is assumed to be applicable for an entire year. An increase or decrease of 100 basis points in the applicable interest rate would cause an increase or decrease in interest expense of ~~$15.6~~$17.8 million on an annual basis ($7.6 million including the effect of our current interest rate swaps). A decrease of 100 basis points in the applicable rate would cause a decrease in interest expense of $13.6 million on an annual basis ($5.614.0 million including the effect of our current interest rate swaps) as the 1-week and 1-month LIBOR ~~rate was 1.25%~~were approximately 1.59% and 1.67%, respectively, as of ~~September~~June 30, ~~2017.~~

~~On September 6, 2017,~~2022.

As of June 30, 2022, we ~~entered into an~~have the following interest rate swap ~~agreement to hedge forecasted monthly interest rate payments on $200.0 million of our floating rate debt (the "September 2017 Swap Agreement"~~agreements (collectively, the "Swap Agreements"). (in millions):


Effective dates	Notional amount		Fixed rates
April 30, 2018 through April 30, 2023	$	250.0	2.61	%
January 31, 2019 through January 31, 2023	$	300.0	2.65	%

Under the terms of the September 2017 Swap Agreement, we receive payments based on the 1-month LIBOR rate and pay a fixed rate of 1.69%. The effective term for the September 2017 Swap Agreement is September 29, 2017 through September 30, 2021.

On March 7, 2017, we entered into an interest rate swap agreement to hedge forecasted monthly interest rate payments on $200.0 million of our floating rate debt (the "March 2017 Swap Agreement"). Under the terms of the March 2017 Swap Agreement, we receive payments based on the 1-month LIBOR rate and pay a fixed rate of 2.08%. The effective term for the March 2017 Swap Agreement is March 31, 2017 through March 31, 2022.

On January 20, 2016, we entered into two interest rate swap agreements to hedge forecasted monthly interest rate payments on $400.0 million of our floating rate debt ($200.0 million notional value each) (the "January 2016 Swap Agreements", and together with the March 2017 Swap Agreement and September 2017 Swap Agreement, the "Swap Agreements"). Under the terms of the January 2016 Swap Agreements, we receive payments based on the 1-month LIBOR rate ~~and pay a weighted average fixed~~(approximately 1.67% as of June 30, 2022).

During six months ended June 30, 2022, the following interest rate ~~of 1.01%. The effective term for the January 2016 Swap Agreements is February 1, 2016 through January 31, 2019.~~

swap agreement expired (in millions):


Effective dates	Notional amount		Fixed rate
March 31, 2017 through March 31, 2022	$	200.0	2.08	%

The Swap Agreements were designated as cash flow hedging instruments. A portion of the amount included in Accumulated other comprehensive ~~earnings (loss)~~loss is reclassified into Interest expense, net as a yield adjustment as interest ~~payments are made~~is either paid or received on the hedged debt. ~~In accordance with the authoritative guidance for fair value measurements, the~~The inputs used to determine the estimated fair value of our interest rate swaps are ~~level~~Level 2 inputs. We have considered our own credit risk and the credit risk of the counterparties when determining the fair value of our Swap Agreements.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of ~~September~~June 30, ~~2017,~~2022, under the supervision and with the participation of our Chief Executive Officer ("CEO") and ~~Executive Vice~~ President and Chief Financial Officer ("CFO"), management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives.

Based on that evaluation, our CEO and CFO concluded that as of ~~September~~June 30, ~~2017,~~2022, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit with the SEC are recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There~~was~~ were no ~~change~~changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the ~~period~~quarter ended June 30, 2022 covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II: OTHER INFORMATION

Item 1. Legal Proceedings

See discussion of legal proceedings in Note 610 — Commitments and Contingencies ~~in the Notes to Condensed Consolidated Financial Statements (Unaudited) included~~ in Item ~~1of~~1 of Part I of this Quarterly Report on Form 10-Q, which is incorporated by reference into this Item 1 of Part II.

Item 1A. Risk Factors

In addition to the significant risks and uncertainties ~~described~~listed under Item 1A- “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2021, we identified the following additional risks during the six months ended June 30, 2022. There have been no other material changes in our risk factors since the filing of our Annual Report on Form 10-K for the year ended December 31, 2021.

Risks Related to the Proposed Merger with Intercontinental Exchange, Inc. (“ICE”)

Because the market price of ICE common stock may fluctuate, holders of our common stock cannot be certain of the market value of the consideration they will receive in the Merger.

Pursuant to and subject to the terms of the Agreement and Plan of Merger dated as of May 4, 2022 (the “Merger Agreement”) with ICE, a wholly-owned subsidiary of ICE (“Sub”) will merge with and into Black Knight with Black Knight surviving as a wholly-owned subsidiary of ICE (the “Merger”). At the effective time of the Merger (the “Effective Time”), each share of our common stock issued and outstanding immediately prior to the Effective Time (other than shares of our common stock held by us as treasury stock, any of our subsidiaries (other than with respect to the Black Knight Employee Stock Purchase Plan), by ICE or any of ICE’s subsidiaries (including Sub), or by any holder who has properly exercised and perfected such holder’s demand for appraisal rights under Section 262 of the General Corporation Law of the State of Delaware and not effectively withdrawn or lost such holder’s rights to appraisal (collectively, “Excluded Shares”)) will be converted into the right to receive, at the election of the holder thereof, the following consideration (the “Merger Consideration”):

●

(i) an amount in cash equal to the sum, rounded to the nearest one tenth of a cent, of (x) $68.00 plus (y) the product, rounded to the nearest one tenth of a cent, of 0.1440 (the “Share Ratio”) multiplied by the average of the volume weighted averages of the trading prices of ICE common stock on the New York Stock Exchange on each of the ten consecutive trading days ending on (and including) the trading day that is three trading days prior to the date on which the Effective Time occurs (the “Average ICE Stock Price”) (such amount, the “Per Share Cash Consideration”);

●

(ii) a number of validly issued, fully paid and nonassessable shares of ICE common stock as is equal to the quotient, rounded to the nearest one ten thousandth, of (x) the Per Share Cash Consideration divided by (y) the Average ICE Stock Price (such number of shares, the “Per Share Stock Consideration”); or

●

(iii) if no election is made by such holder, such Per Share Stock Consideration or Per Share Cash Consideration as is determined in accordance with the proration mechanism described below.

The election right for the holders of shares of our common stock will be subject to proration in accordance with the terms of the Merger Agreement such that (a) the total number of shares of our common stock to be converted into the right to receive the Per Share Cash Consideration will be equal to the quotient, rounded down to the nearest whole share, of $10,505,000,000 divided by the Per Share Cash Consideration and (b) all shares of our common stock not receiving the Per Share Cash Consideration (other than Excluded Shares) will be converted into the right to receive the Per Share Stock Consideration.

This Share Ratio is fixed and will not be adjusted for changes in the market price of either ICE common stock or our common stock. Changes in the price of ICE common stock prior to the Merger will affect the value that holders of our common stock will receive in the Merger. We and ICE are not permitted to terminate the Merger Agreement as a result, in and of itself, of any increase or decrease in the market price of ICE common stock or our common stock.

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There will be a time lapse between the date on which our stockholders vote to approve the Merger Agreement at the special meeting and the date on which our stockholders entitled to receive the Merger Consideration actually receive such consideration. The market value of ICE common stock may fluctuate during these periods as a result of a variety of factors, including general market and economic conditions, regulatory considerations, including changes in U.S. monetary policy and its effect on global financial markets and on interest rates, changes in ICE’s or our business, operations and prospects, the global coronavirus pandemic and the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on ICE, us or the customers or other constituencies of ICE or us, many of which factors are beyond ICE’s or our control. Therefore, at the time our stockholders must decide whether to approve the Merger Agreement at the special meeting, they will not know the market value of the consideration to be received by holders of our common stock at the Effective Time of the Merger.

The Merger will not be completed unless important conditions are satisfied or waived, including approval of the Merger Agreement by our stockholders.

Specified conditions set forth in the Merger Agreement must be satisfied or waived to complete the Merger. If the conditions are not satisfied or, to the extent permitted by law, waived, the Merger will not occur or will be delayed, and we and ICE may lose some or all of the intended benefits of the Merger. The following conditions must be satisfied or, to the extent permitted by law, waived before we and ICE are obligated to complete the Merger: (i) the adoption of the Merger Agreement by the affirmative vote of holders of a majority of the outstanding shares of our common stock entitled to vote thereon at the special meeting, (ii) the expiration or early termination of the waiting period applicable to the consummation of the Merger under the HSR Act, (iii) the absence of any Restraint that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Merger, (iv) the effectiveness of the registration statement on Form S-4 filed by ICE to register the shares of ICE common stock to be issued in the Merger, (v) approval for listing on the NYSE of the shares of ICE common stock to be issued in the Merger, (vi) compliance by ICE and us in all material respects with their respective obligations under the Merger Agreement that are required to be performed or complied with by the time of the closing and (vii) subject in most cases to exceptions that do not rise to the level of a Material Adverse Effect or a Parent Material Adverse Effect (each as defined in the Merger Agreement), the accuracy of representations and warranties made by us, respectively, in the Merger Agreement. The respective obligations of ICE and us to consummate the Merger are also subject to there not having occurred since the date of the Merger Agreement an event that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or a Material Adverse Effect, respectively.

If the Merger is not completed, each of ICE’s and our ongoing businesses, financial condition, financial results and stock price may be materially and adversely affected and, without realizing any of the benefits of having completed the Merger, ICE and we will be subject to a number of risks, including the following:

●

the market price of our common stock or ICE common stock could decline to the extent the current market price reflects an assumption that the Merger will be completed;

●

ICE or we could owe a termination fee to the other party under certain circumstances;

●

if our Board of Directors seeks another business combination, our stockholders cannot be certain that we will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that ICE has agreed to in the Merger Agreement;

●

time and financial and other resources committed by ours and ICE’s management to matters relating to the Merger could otherwise have been devoted to pursing other beneficial opportunities;

●

ICE or we may experience negative reactions from the financial markets or from their customers, suppliers or employees;

●

ICE or our current and prospective employees may experience uncertainty about their roles following the completion of the Merger, which may have an adverse effect on ICE’s or our ability to attract or retain key management and other key personnel;

●

ICE and we will be required to pay costs relating to the Merger, such as legal, accounting, financial advisory, financing (including the redemption by ICE of $5 billion of its bonds at 101% of par value) and printing fees, whether or not the Merger is completed; and

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●

ICE or we could be subject to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against ICE or us to perform our respective obligations under the Merger Agreement.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated, that could have an adverse effect on ICE following the Merger or that are otherwise unacceptable to ICE.

Completion of the Merger is conditioned on, among other things, the expiration or early termination of the waiting period applicable to the consummation of the Merger under the HSR Act. There can be no assurance that this condition to the completion of the Merger will be satisfied on a timely basis or at all and there can be no assurance that, if regulatory approvals are granted, they will not result in the imposition of conditions, limitations, obligations or restrictions that have the effect of preventing the completion of any of the transactions contemplated by the Merger Agreement, imposing additional material costs on or materially limiting the revenues of ICE following the Merger or otherwise reducing the anticipated benefits of the Merger, or result in the delay or abandonment of the Merger.

Under the Merger Agreement, ICE and we have agreed to use our respective reasonable best efforts to cause the transactions contemplated by the Merger Agreement to be consummated as soon as practicable and to obtain all approvals from any governmental entity or third party that are necessary, proper or advisable to consummate the Merger. In particular, each party has agreed to use its reasonable best efforts to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under U.S. antitrust laws so as to enable the parties to close the Merger as soon as practicable.

The Merger Agreement limits our ability to pursue alternatives to the Merger and may discourage other companies from trying to acquire us.

The Merger Agreement contains covenants that restrict our ability to, directly or indirectly, solicit, initiate, knowingly facilitate, knowingly encourage or knowingly induce any acquisition proposal, engage in any discussions or negotiations with any person relating to any takeover proposal, or provide any confidential or nonpublic information or data to any person relating to any takeover proposal, subject to certain exceptions. In addition, subject to certain exceptions, our Board of Directors is required to recommend that our stockholders adopt the Merger Agreement.

If the Merger Agreement is terminated under certain circumstances, we may be required to pay a termination fee of $398 million to ICE or we may be required to reimburse ICE for its reasonable and documented out-of-pocket costs and expenses incurred in connection with the Merger Agreement and the Merger in an amount not to exceed $40 million.

These provisions could discourage a potential third-party acquiror or Merger partner that might have an interest in acquiring all or a significant portion of us or pursuing an alternative transaction from considering or proposing such a transaction

If the Merger Agreement is terminated and we determine to seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement.

The Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed, which could negatively affect us.

The Merger Agreement is subject to a number of conditions which must be satisfied or waived in order to complete the Merger. These conditions to the closing of the Merger may not be satisfied in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed. In addition, if the Merger is not completed by the outside date, either ICE or we may choose not to proceed with the Merger, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after receipt of our stockholder approval. In addition, ICE or we may elect to terminate the Merger Agreement in certain other circumstances as set forth in the Merger Agreement.

If the Merger Agreement is terminated, there may be various consequences. For example, our business may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger. Additionally, if the Merger Agreement is terminated, the market price of our common stock could decline to the extent that the current market prices reflect a market assumption that the Merger will be completed. If the Merger Agreement is terminated under certain circumstances, we may be required to pay a termination fee of $398 million to ICE. In

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addition, if the Merger Agreement is terminated because our stockholders fail to approve the Merger proposal at a duly convened meeting of our stockholders held for that purpose, we will be required to reimburse ICE for its reasonable and documented out-of-pocket costs and expenses incurred in connection with the Merger Agreement and the Merger in an amount not to exceed $40 million.

We are subject to business uncertainties and contractual restrictions while the Merger is pending, which could adversely affect our business and operations.

In connection with the pendency of the Merger, it is possible that some customers, suppliers and other persons with whom we and/or ICE have a business relationship may delay or defer certain business decisions or decide to seek to terminate, change or renegotiate their relationships with ICE or us, as the case may be, as a result of the completion of the tax-free distribution by FNF of all 83.3 million shares of BKFS Class B common stock that it owned (the “Spin-off”) and related transactions on September 29, 2017 (together with the Spin-off, the “Distribution’). See “Distribution of FNF’s Ownership Interest and Related Transactions” in Note 1 of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included in Item 1 of Part 1 of this report.

~~The Spin-off~~pending Merger or otherwise, which could result in significant tax liability to FNF and to holders of FNF Group common stock, and under certain circumstances, we may have a significant indemnity obligation to FNF, which is not limited in amount or subject to any cap, if the Spin-off is treated as a taxable transaction due to our acts or failure to act.

FNF received a private letter ruling from the Internal Revenue Service (“IRS”) in connection with the Spin-off, and an opinion of Deloitte Tax LLP, tax advisor to FNF, to the effect that certain contributions made by FNF to Black Knight Holdings, Inc. (“BKHI”) and the Spin-off qualify as a tax-free reorganization under Sections 368(a) and 355 of the Internal Revenue Code (the “IRC”) and a distribution to which Sections 355 and 361 of the IRC applies, respectively. The IRS private letter ruling and the opinion are based upon various factual representations and assumptions and, in the case of the opinion, certain undertakings, made by FNF and Black Knight. Any inaccuracy in the representations or assumptions upon which such tax opinion was based, or failure by FNF or Black Knight to comply with any undertakings made in connection with such tax opinion, could alter the conclusions reached in such opinion. Opinions with respect to these matters are not binding on the IRS or the courts. As a result, the conclusions expressed in these opinions could be challenged by the IRS and a court could sustain such a challenge.

Even if the Spin-off otherwise qualifies for tax-free treatment under Sections 355, 361 and 368(a) of the IRC, the Spin-off would result in a significant U.S. federal income tax liability to FNF (but not to holders of FNF Group common stock) under Section 355(e) of the IRC if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of Black Knight as part of a plan or series of related transactions that includes the Spin-off. Current U.S. federal income tax law generally creates a presumption that any acquisitions of the stock of Black Knight within two years before or after the Spin-off are part of a plan that includes the Spin-off, although the parties may be able to rebut that presumption. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case. We do not expect that the mergers and the THL Interest Exchange, by themselves, will cause Section 355(e) to apply to the Spin-off. Notwithstanding the IRS ruling and the opinion of Deloitte Tax LLP described above, Black Knight might inadvertently cause or permit a prohibited change in the ownership of Black Knight to occur, thereby triggering a tax liability to FNF. If the Spin-off is determined to be taxable to FNF, FNF would recognize gain equal to the excess of the fair market value of the New BKH common stock held by it immediately before the Spin-off over FNF’s tax basis therein. Open market purchases of Black Knight common stock by third parties without any negotiation with Black Knight will generally not cause Section 355(e) of the IRC to apply to the Spin-off.

In connection with the Spin-off, we entered into a tax matters agreement with FNF pursuant to which we are obligated to indemnify FNF for (i) any action by Black Knight, or the failure to take any action within our control which, negates the tax-free status of the transactions; or (ii) direct or indirect changes in ownership of Black Knight equity interests that cause the Spin-off to be a taxable event to FNF as a result of the application of Section 355(e) of the IRC or to be a taxable event as a result of a failure to satisfy the “continuity of interest” or “device” requirements for tax-free treatment under Section 355 of the IRC.

If it is subsequently determined, for whatever reason, that the Spin-off does not qualify for tax-free treatment, holders of FNF Group common stock immediately prior to the Spin-off could incur significant tax liabilities.

~~Black Knight may decide to forgo certain transactions in order to avoid the risk of incurring significant tax-related liabilities.~~

Under the tax matters agreement, we covenanted not to take or fail to take any reasonably required action, following the Spin-off, which action or failure to act, would (i) be inconsistent with any covenant or representation made by Black Knight in any document related to the Spin-off, or (ii) prevent, or be reasonably likely to prevent, the tax-free status of the Spin-off. Further, the tax matters agreement requires us to generally indemnify FNF and its subsidiaries for any taxes or losses resulting from any action by Black Knightnegatively affect ICE’s or our ~~subsidiaries,~~ respective revenues, earnings and/or the failure to take any action within our control which, negates the tax-free status of the Spin-off; or direct or indirect changes in ownership of Black Knight equity interests that cause the Spin-off to be a taxable event to FNF as a result of the application of Section 355(e) of the IRC or to be a taxable event as a result of a failure to satisfy the “continuity of interest” or “device” requirements for tax-free treatment under Section 355 of the IRC. As a result, we may determine to forgo certain transactions that might have otherwise been advantageous in order to preserve the tax-free treatment of the Spin-off.

In particular, we may determine to continue to operate certain of our business operations for the foreseeable future even if a liquidation or sale of such business might have otherwise been advantageous. Moreover, in light of the mergerscash flows, as well as ~~certain other transactions that might be treated as part~~the market price of ~~a plan that includes~~ICE’s or our common stock, regardless of whether the ~~Spin-off for purposes of Section 355(e)~~Merger is completed.

Under the terms of the ~~IRC (as discussed above),~~Merger Agreement, we may determine to forgo certain transactions, including share repurchases, stock issuances, asset dispositions or other strategic transactions for some period of time following the mergers. In addition, our indemnity obligation under the tax matters agreement might discourage, delay or prevent a third party from entering into a change of control transaction with us for some period of time following the Spin-off.

~~Black Knight will be restricted from pursuing potential business opportunities under the non-competition agreement.~~

~~In connection with the Distribution, we entered into a non-competition agreement with FNF pursuant to which we agreed~~are subject to certain restrictions on the ~~scope~~conduct of our business prior to completing the Merger which may adversely affect our ability to execute certain of our business ~~that we may conduct for~~strategies, including the ~~ten-year period following~~ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could adversely affect our business and operations prior to the completion of the ~~transactions, including that~~Merger.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the Merger.

In addition, subject to certain exceptions, we ~~are prohibited from (i) engaging~~have agreed to use reasonable best efforts to carry on our business in ~~title generation/escrow services, appraisal or default~~the ordinary course and, ~~field services work (other than technology solutions for such settlement services) without~~to the ~~prior written consent of FNF (subject~~extent consistent therewith, to ~~an exception allowing us~~use reasonable best efforts to acquire a business engaged in such restricted services if at least 90% of such business’ revenue is contributed by activities other than such restricted services) and (ii) engaging in certain transactions, such as a merger, sale of assets or sale of greater than 5% of its equity interests, with a buyer that derives 10% or more of its revenue from such restricted services. Although we do not presently engage in any of these restricted services andpreserve substantially intact our current business ~~is not restricted, as a result~~organizations, to keep available the services of ~~these restrictions, we may have~~our current officers and employees and to ~~forgo certain transactions that might have otherwise been advantageous in compliance~~preserve our relationships with ~~our obligations under the non-competition agreement.~~

In particular, the restriction on engaging in a merger, sale of assets or sale of greater than 5% of its equity interests with a buyer that derives 10% or more of its revenue from restricted services may discourage a third party engaged in such restricted services from pursuing such a transactionsignificant customers, suppliers, licensors, licensees, distributors, lessors and others having significant business dealings with us, in each case, during the ~~ten-year~~ period ~~following~~between the date of the Merger Agreement and the closing of the Merger.

Uncertainties associated with the Merger may cause a loss of our management personnel and other key employees, which could adversely affect our business and operations.

ICE and we are dependent on the experience and industry knowledge of our officers and other key employees to execute our business plans. Prior to completion of the ~~transactions.~~

Merger, current and prospective employees of our and ICE may experience uncertainty about their roles within ICE following the completion of the Merger, which may have an adverse effect on ICE’s and our ability to attract or retain key management and other key personnel and could adversely affect our business and operations.

Litigation related to the Merger could prevent or delay completion of the Merger or otherwise negatively affect ICE’s and our businesses and operations.

ICE and we may incur costs in connection with the defense or settlement of any stockholder or other lawsuits filed in connection with the Merger. Such litigation could have an adverse effect on ICE’s and our financial condition and results of operations and could prevent or delay the completion of the Merger.

ICE and we are expected to incur significant costs related to the Merger and integration.

ICE and we have incurred and expect to incur substantial expenses in connection with the completion of the Merger. The substantial majority of these costs will be non-recurring expenses related to the Merger, including investment banking fees, legal fees and costs associated with financing the Merger, accounting, accounting, consulting and other advisory fees, severance/employee benefit-related costs, and other regulatory fees. ICE and we will also incur transaction fees and costs related to formulating integration plans for our combined mortgage services businesses. Some of these costs are payable regardless of whether the Merger is completed.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

~~None.~~

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

~~None.~~

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Item 6. Exhibits

~~(a) Exhibits~~

(a)

Exhibits


~~2.1~~ Exhibit
No.		Description
2.1		Agreement and Plan of Merger, dated as of ~~June 8, 2017, by~~May 4, 2022, among Intercontinental Exchange, Inc., Sand Merger Sub Corporation and ~~among New BKH Corp.,~~ Black Knight, ~~Financial Services, Inc., Black Knight Holdco Corp., New BKH Merger Sub, Inc., BKFS Merger Sub,~~ Inc. ~~and Fidelity National Financial, Inc. (incorporated~~(incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Black Knight, ~~Financial Services,~~ Inc. on ~~June 9, 2017~~May 5, 2022 (No. 001-37394))*
10.1
~~3.1~~		Form of Notice of Restricted Stock and Restricted Stock Award Agreement (May 2022) under Black Knight, Inc. Amended and Restated ~~Certificate~~2015 Omnibus Incentive Plan(1)
10.2		Form of ~~Incorporation~~Notice of Restricted Stock and Restricted Stock Award Agreement (Directors) under Black Knight, Inc. ~~(incorporated by reference to Exhibit 3.1 to the~~ Amended and Restated 2015 Omnibus Incentive Plan(1)
10.3		Form ~~8-K filed by~~of Notice of Restricted Stock Unit and Restricted Stock Unit Award Agreement (Directors) under Black Knight, Inc. ~~on October 2, 2017 (No. 001-37394))~~

~~3.2~~		Amended and Restated ~~Bylaws of Black Knight, Inc. (incorporated by reference to Exhibit 3.2 to Exhibit 3.2 to the Form 8-K filed by Black Knight, Inc. on October 2, 2017 (No. 001-37394))~~2015 Omnibus Incentive Plan(1)
10.4
~~10.1~~		~~Interest Exchange~~ First Amendment to Employment Agreement of Anthony M. Jabbour dated ~~as of June 8, 2017, by and among Black Knight Financial Services, Inc., Black Knight Holdco Corp., THL Equity Fund VI Investors (BKFS-LM), LLC and THL Equity Fund VI Investors~~May 16, 2022 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Black Knight, ~~Financial Services,~~ Inc. on ~~June 9, 2017~~May 18, 2022 (No. 001-37394))(1)
10.5
~~10.2~~		~~Amended and Restated~~ First Amendment to Employment Agreement ~~by and between~~of Joseph M. Nackashi ~~and BKFS I Management, Inc. effective July 17, 2017~~dated May 16, 2022 (incorporated by reference to Exhibit 10.2 ~~to the Form 10-Q filed by Black Knight Financial Services, Inc. on July 28, 2017 (No. 001-37394))~~

~~10.3~~		~~Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1~~ to the Form 8-K filed by Black Knight, Inc. on ~~October 2, 2017~~May 18, 2022 (No. 001-37394))(1)
10.6
~~10.4~~		~~Black Knight, Inc. Employee Stock Purchase Plan~~ Third Amendment to Employment Agreement of Kirk T. Larsen dated May 16, 2022 (incorporated by reference to Exhibit ~~99.2~~10.3 to the Form ~~S-8 Registration Statement~~8-K filed by Black Knight, Inc. on ~~October 3, 2017~~May 18, 2022 (No. ~~333-205784)~~001-37394))(1)
10.7
~~10.5~~		~~Black Knight 401(k) Profit Sharing Plan~~ Third Amendment to Employment Agreement of Michael L. Gravelle dated May 16, 2022 (incorporated by reference to Exhibit ~~99.1~~10.4 to the Form ~~S-8 Registration Statement~~8-K filed by Black Knight, Inc. on ~~October 3, 2017~~May 18, 2022 (No. ~~333-220786)~~001-37394))(1)
31.1
~~31.1~~		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002
31.2
~~31.2~~		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002
32.1
~~32.1~~		Certification by Chief Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section ~~1350.~~1350
32.2
~~32.2~~		Certification by Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section ~~1350.~~1350
101.INS		Inline XBRL Instance Document**
~~101~~ 101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
104		Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101

(1) A management or compensatory plan or arrangement required to be filed as an exhibit to this report pursuant to Item 601(b)(10)(ii) of Regulation S-K.

Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. We agree to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that we may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

**	The instance document does not appear in the interactive data ~~files.~~file because its XBRL tags are embedded within the inline XBRL document.

~~SIGNATURES~~

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



~~Date:~~	~~November 2, 2017~~	BLACK KNIGHT, INC. ~~(registrant)~~
	(registrant)
	~~By:~~
Date: August 4, 2022	By:	/s/ Kirk T. Larsen
			Kirk T. Larsen
			~~Executive Vice~~ President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

~~EXHIBIT INDEX~~



~~Exhibit~~
~~No.~~		~~Description~~
~~2.1~~		Agreement and Plan of Merger, dated as of June 8, 2017, by and among New BKH Corp., Black Knight Financial Services, Inc., Black Knight Holdco Corp., New BKH Merger Sub, Inc., BKFS Merger Sub, Inc. and Fidelity National Financial, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Black Knight Financial Services, Inc. on June 9, 2017 (No. 001-37394))

~~3.1~~		~~Amended and Restated Certificate of Incorporation of Black Knight, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by Black Knight, Inc. on October 2, 2017 (No. 001-37394))~~

~~3.2~~		~~Amended and Restated Bylaws of Black Knight, Inc. (incorporated by reference to Exhibit 3.2 to Exhibit 3.2 to the Form 8-K filed by Black Knight, Inc. on October 2, 2017 (No. 001-37394))~~

~~10.1~~		Interest Exchange Agreement, dated as of June 8, 2017, by and among Black Knight Financial Services, Inc., Black Knight Holdco Corp., THL Equity Fund VI Investors (BKFS-LM), LLC and THL Equity Fund VI Investors (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Black Knight Financial Services, Inc. on June 9, 2017 (No. 001-37394))

~~10.2~~		Amended and Restated Employment Agreement by and between Joseph M. Nackashi and BKFS I Management, Inc. effective July 17, 2017 (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Black Knight Financial Services, Inc. on July 28, 2017 (No. 001-37394))

~~10.3~~		~~Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Black Knight, Inc. on October 2, 2017 (No. 001-37394))~~

~~10.4~~		~~Black Knight, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 to the Form S-8 Registration Statement filed by Black Knight, Inc. on October 3, 2017 (No. 333-205784))~~

~~10.5~~		~~Black Knight 401(k) Profit Sharing Plan (incorporated by reference to Exhibit 99.1 to the Form S-8 Registration Statement filed by Black Knight, Inc. on October 3, 2017 (No. 333-220786))~~

~~31.1~~		~~Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~		~~Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~32.1~~		~~Certification by Chief Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.~~

~~32.2~~		~~Certification by Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.~~

~~101~~		~~Interactive data files.~~



	September 30, 2017		December 31, 2016
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	146.2	$	133.9
Trade receivables, net	169.2		155.8
Prepaid expenses and other current assets	42.5		45.4
Receivables from related parties	18.5		4.1
Total current assets	376.4		339.2
Property and equipment, net	165.0		173.0
Computer software, net	422.1		450.0
Other intangible assets, net	248.5		299.5
Goodwill	2,306.8		2,303.8
Other non-current assets	231.2		196.5
Total assets	$	3,750.0	$	3,762.0
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable and other accrued liabilities	$	52.1	$	55.2
Accrued compensation and benefits	39.2		61.1
Current portion of long-term debt	55.1		63.4
Deferred revenues	54.2		47.4
Total current liabilities	200.6		227.1
Deferred revenues	98.1		77.3
Deferred income taxes	301.8		7.9
Long-term debt, net of current portion	1,486.9		1,506.8
Other non-current liabilities	12.5		3.5
Total liabilities	2,099.9		1,822.6
Commitments and contingencies (Note 6)
Equity:
Black Knight, Inc. common stock; $0.0001 par value; 550,000,000 shares authorized; 153,473,895 shares issued and outstanding as of September 30, 2017	—		—
Black Knight, Inc. preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of September 30, 2017	—		—
Black Knight Financial Services, Inc. Class A common stock; $0.0001 par value; 350,000,000 shares authorized; 69,091,008 shares issued and outstanding as of December 31, 2016	—		—
Black Knight Financial Services, Inc. Class B common stock; $0.0001 par value; 200,000,000 shares authorized, 84,826,282 shares issued and outstanding as of December 31, 2016	—		—
Black Knight Financial Services, Inc. preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of December 31, 2016	—		—
Additional paid-in capital	1,594.9		810.8
Retained earnings	54.2		65.7
Accumulated other comprehensive earnings (loss)	1.0		(0.8		)
Total shareholders' equity	1,650.1		875.7
Noncontrolling interests	—		1,063.7
Total equity	1,650.1		1,939.4
Total liabilities and equity	$	3,750.0	$	3,762.0



	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Revenues	$	263.8		$	267.1		$	784.1		$	764.5
Expenses:
Operating expenses	140.7			152.2			428.2			433.4
Depreciation and amortization	51.3			56.8			154.2			154.2
Transition and integration costs	4.0			1.1			8.5			2.2
Total expenses	196.0			210.1			590.9			589.8
Operating income	67.8			57.0			193.2			174.7
Other income and expense:
Interest expense	(14.1		)	(16.9		)	(44.8		)	(50.6		)
Other expense, net	(0.6		)	(1.4		)	(17.1		)	(6.2		)
Total other expense, net	(14.7		)	(18.3		)	(61.9		)	(56.8		)
Earnings before income taxes	53.1			38.7			131.3			117.9
Income tax expense	9.2			6.3			24.3			19.2
Net earnings	43.9			32.4			107.0			98.7
Less: Net earnings attributable to noncontrolling interests	29.2			21.2			71.9			64.7
Net earnings attributable to Black Knight	$	14.7		$	11.2		$	35.1		$	34.0
Other comprehensive earnings (loss):
Unrealized holding gains (losses), net of tax	0.3			0.4			0.9			(0.9		)
Reclassification adjustments for losses included in net earnings, net of tax (1)	—			0.1			0.2			0.4
Total unrealized gains (losses) on interest rate swaps, net of tax (2)	0.3			0.5			1.1			(0.5		)
Foreign currency translation adjustment	—			0.1			0.1			(0.1		)
Other comprehensive earnings (loss)	0.3			0.6			1.2			(0.6		)
Comprehensive earnings attributable to noncontrolling interests	29.8			22.2			74.1			63.9
Comprehensive earnings	$	44.8		$	34.0		$	110.4		$	97.3

	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Earnings per share:
Net earnings per share attributable to Black Knight common shareholders:
Basic	$	0.22		$	0.17		$	0.52		$	0.52
Diluted	$	0.21		$	0.16		$	0.51		$	0.50
Weighted average shares of common stock outstanding (Note 2):
Basic	67.9			65.9			67.7			65.9
Diluted	68.5			67.9			152.7			67.8



	Black Knight Financial Services, Inc.								Black Knight, Inc.
	Class A common stock				Class B common stock				Common stock			Additional paid-in capital			Retained earnings			Accumulated other comprehensive (loss) earnings			Treasury stock
	Shares		$		Shares		$		Shares	$		Additional paid-in capital			Retained earnings			Accumulated other comprehensive (loss) earnings			Shares		$			Noncontrolling interests			Total equity
Balance, December 31, 2016	69.1		$	—	84.8		$	—	—	$	—	$	810.8		$	65.7		$	(0.8	)	—		$	—		$	1,063.7		$	1,939.4
Issuance of restricted shares of Class A common stock	1.0		—		—		—		—	—		—			—			—			—		—			—			—
Forfeitures of restricted shares of Class A common stock	(0.1	)	—		—		—		—	—		—			—			—			—		—			—			—
Exchange of Class B common stock for Class A common stock	0.2		—		(0.2	)	—		—	—		—			—			—			—		—			—			—
Tax withholding payments for restricted share vesting	(0.1	)	—		—		—		—	—		(4.3		)	—			—			—		—			—			(4.3		)
Purchases of treasury stock	—		—		—		—		—	—		—			—			—			1.2		(46.6		)	—			(46.6		)
Equity-based compensation expense	—		—		—		—		—	—		14.0			—			—			—		—			—			14.0
Net earnings	—		—		—		—		—	—		—			35.1			—			—		—			71.9			107.0
Foreign currency translation adjustment	—		—		—		—		—	—		—			—			0.1			—		—			—			0.1
Unrealized gains on interest rate swaps, net	—		—		—		—		—	—		—			—			1.1			—		—			2.2			3.3
Tax distributions to members	—		—		—		—		—	—		—			—			—			—		—			(75.3		)	(75.3		)
Distribution of FNF's ownership interest and related transactions	(70.1	)	—		(84.6	)	—		153.5	—		774.4			(46.6		)	0.6			(1.2	)	46.6			(1,062.5		)	(287.5		)
Balance, September 30, 2017	—		$	—	—		$	—	153.5	$	—	$	1,594.9		$	54.2		$	1.0		—		$	—		$	—		$	1,650.1



	September 30, 2017		December 31, 2016
Unrestricted:
Cash	$	87.0	$	129.8
Cash equivalents	57.2		1.8
Total unrestricted cash and cash equivalents	144.2		131.6
Restricted cash equivalents (1)	2.0		2.3
Total cash and cash equivalents	$	146.2	$	133.9



Goodwill	$	3.0
Computer software	(2.6		)
Accrued compensation and benefits	(0.3		)
Other intangible assets	(0.1		)



	September 30, 2017										December 31, 2016
	Principal		Debt Issuance Costs			Discount			Total		Principal		Debt Issuance Costs			Premium (Discount)			Total
Term A Loan	$	1,017.1	$	(7.5	)	$	—		$	1,009.6	$	740.0	$	(7.0	)	$	—		$	733.0
Term B Loan	391.0		(2.6		)	(1.5		)	386.9		394.0		(3.4		)	(0.8		)	389.8
Revolving Credit Facility	150.0		(4.5		)	—			145.5		50.0		(3.7		)	—			46.3
Senior Notes, issued at par	—		—			—			—		390.0		—			11.1			401.1
Total long-term debt	1,558.1		(14.6		)	(1.5		)	1,542.0		1,574.0		(14.1		)	10.3			1,570.2
Less: Current portion of long-term debt	55.5		(0.4		)	—			55.1		64.0		(0.6		)	—			63.4
Long-term debt, net of current portion	$	1,502.6	$	(14.2	)	$	(1.5	)	$	1,486.9	$	1,510.0	$	(13.5	)	$	10.3		$	1,506.8



2017 (remaining)	$	13.9
2018	55.5
2019	81.3
2020	107.0
2021	132.7
Thereafter	1,167.7
Total	$	1,558.1



Balance Sheet Account	September 30, 2017		December 31, 2016
Other non-current assets	$	3.7	$	—
Other non-current liabilities	$	1.8	$	2.2



	Three months ended September 30, 2017				Three months ended September 30, 2016
	Amount of Gain Recognized in OCE		Amount of Loss Reclassified from Accumulated OCE into Net earnings		Amount of Gain Recognized in OCE		Amount of Loss Reclassified from Accumulated OCE into Net earnings
Swap agreements
Attributable to noncontrolling interests	$	0.5	$	0.1	$	0.7	$	0.3
Attributable to Black Knight	0.3		—		0.4		0.1
Total	$	0.8	$	0.1	$	1.1	$	0.4



	Nine months ended September 30, 2017				Nine months ended September 30, 2016
	Amount of Gain Recognized in OCE		Amount of Loss Reclassified from Accumulated OCE into Net earnings		Amount of Loss Recognized in OCE			Amount of Loss Reclassified from Accumulated OCE into Net earnings
Swap agreements
Attributable to noncontrolling interests	$	1.7	$	0.5	$	(1.6	)	$	0.8
Attributable to Black Knight	0.9		0.2		(0.9		)	0.4
Total	$	2.6	$	0.7	$	(2.5	)	$	1.2



	Shares		Weighted Average Grant Date Fair Value
Balance, December 31, 2016	2,908,374		*
Granted	982,764		$	38.31
Forfeited	(123,824	)	$	34.42
Vested	(1,840,719	)	*
Balance, September 30, 2017	1,926,595		*



	First lien mortgages						Second lien mortgages
	as of September 30,						as of September 30,
	2017			2016			2017			2016
Active loans	31.5			31.2			1.9			1.1
Market size	51.0		(1)	50.7		(1)	15.4		(2)	15.7		(2)
Market share	62	%		61	%		12	%		7	%