10-Q

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2023

OR

☐ 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
(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 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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). 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.

Large accelerated filer	☑	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐
						Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

There were 156,758,741 shares outstanding of the Registrant’s common stock as of July 31, 2023.

FORM 10-Q

QUARTERLY REPORT

Quarter Ended June 30, 2023

TABLE OF CONTENTS

	Page
Part I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
A. Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2023 and December 31, 2022	1
B. Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) for the three and six months ended June 30, 2023 and 2022	2
C. Condensed Consolidated Statements of Equity (Unaudited) for the three and six months ended June 30, 2023 and 2022	3
D. Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2023 and 2022	5
E. Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. Quantitative and Qualitative Disclosure About Market Risk	32
Item 4. Controls and Procedures	32
Part II: OTHER INFORMATION	34
Item 1. Legal Proceedings	34
Item 1A. Risk Factors	34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3. Defaults Upon Senior Securities	37
Item 4. Mine Safety Disclosures	37
Item 5. Other Information	37
Item 6. Exhibits	38

i

Part I: FINANCIAL INFORMATION

Item 1.Condensed Consolidated Financial Statements (Unaudited)

BLACK KNIGHT, INC.

Condensed Consolidated Balance Sheets

(In millions, except share data)

(Unaudited)

	June 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	15.9	$	12.2
Trade receivables, net		205.4		193.5
Prepaid expenses and other current assets		147.7		132.1
Receivables from related parties		—		0.1
Current assets held for sale		—		5.8
Total current assets		369.0		343.7
Property and equipment, net		129.2		143.0
Software, net		424.9		443.7
Other intangible assets, net		408.8		470.1
Goodwill		3,747.8		3,747.8
Investments		224.1		171.0
Deferred contract costs, net		189.2		192.6
Other non-current assets		275.5		246.2
Non-current assets held for sale		—		73.5
Total assets	$	5,768.5	$	5,831.6
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable and other accrued liabilities	$	68.9	$	66.5
Income taxes payable		23.4		28.4
Accrued compensation and benefits		70.9		82.8
Current portion of debt		43.8		33.6
Deferred revenues		50.3		59.9
Total current liabilities		257.3		271.2
Deferred revenues		31.1		42.4
Deferred income taxes		204.9		227.5
Long-term debt, net of current portion		2,401.9		2,621.7
Other non-current liabilities		46.4		47.9
Total liabilities		2,941.6		3,210.7
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests		43.4		47.6
Equity:
Common stock; $0.0001 par value; 550,000,000 shares authorized; 160,040,598 shares issued and 156,759,534 shares outstanding as of June 30, 2023, and 160,040,598 shares issued and 155,930,399 shares outstanding as of December 31, 2022		—		—
Preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of June 30, 2023 and December 31, 2022		—		—
Additional paid-in capital		1,363.7		1,398.2
Retained earnings		1,609.4		1,417.1
Accumulated other comprehensive loss		(2.1)		(6.3)
Treasury stock, at cost, 3,281,064 shares as of June 30, 2023 and 4,110,199 shares as of December 31, 2022		(187.5)		(235.7)
Total shareholders’ equity		2,783.5		2,573.3
Total liabilities, redeemable noncontrolling interests and shareholders’ equity	$	5,768.5	$	5,831.6

See Notes to Condensed Consolidated Financial Statements (Unaudited).

1

BLACK KNIGHT, INC.

Condensed Consolidated Statements of Earnings and Comprehensive Earnings

(In millions, except per share data)

(Unaudited)

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Revenues	$	368.2	$	394.5	$	750.4	$	781.7
Expenses:
Operating expenses		214.4		216.8		427.5		424.7
Depreciation and amortization		82.1		92.5		164.7		184.0
Transition and integration costs		11.0		8.2		16.5		15.8
Total expenses		307.5		317.5		608.7		624.5
Operating income		60.7		77.0		141.7		157.2
Other income and expense:
Interest expense, net		(33.5)		(22.6)		(63.6)		(43.7)
Other income (expense), net		50.0		(2.4)		188.0		(3.6)
Total other income (expense), net		16.5		(25.0)		124.4		(47.3)
Earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates		77.2		52.0		266.1		109.9
Income tax expense		21.2		11.6		67.1		10.5
Earnings before equity in (losses) earnings of unconsolidated affiliates		56.0		40.4		199.0		99.4
Equity in (losses) earnings of unconsolidated affiliates, net of tax		(0.7)		(0.1)		(1.9)		303.0
Net earnings		55.3		40.3		197.1		402.4
Net losses attributable to redeemable noncontrolling interests		—		—		—		2.5
Net earnings attributable to Black Knight	$	55.3	$	40.3	$	197.1	$	404.9
Other comprehensive earnings:
Unrealized holding gains (losses), net of tax(1)		—		2.3		(0.1)		6.6
Reclassification adjustments for (gains) losses included in net earnings, net of tax(2)		(0.3)		2.0		(1.5)		5.2
Total unrealized (losses) gains on interest rate swaps, net of tax		(0.3)		4.3		(1.6)		11.8
Foreign currency translation adjustment, net of tax(3)		—		(0.4)		—		(0.6)
Unrealized gains (losses) on investments in unconsolidated affiliates, net of tax(4)		6.0		(2.4)		5.8		0.8
Other comprehensive earnings		5.7		1.5		4.2		12.0
Comprehensive earnings		61.0		41.8		201.3		414.4
Net losses attributable to redeemable noncontrolling interests		—		—		—		2.5
Comprehensive earnings attributable to Black Knight	$	61.0	$	41.8	$	201.3	$	416.9
Net earnings per share attributable to Black Knight common shareholders:
Basic	$	0.36	$	0.26	$	1.27	$	2.62
Diluted	$	0.35	$	0.26	$	1.27	$	2.60
Weighted average shares of common stock outstanding (see Note 4):
Basic		155.0		154.5		154.8		154.4
Diluted		155.9		155.6		155.7		155.5

(1) Net of income tax benefit of less than $0.1 million and income tax expense of $0.9 million for the three months ended June 30, 2023 and 2022, respectively, and income benefit of less than $0.1 million and income tax expense of $2.3 million for the six months ended June 30, 2023 and 2022, respectively.

(2) Amounts reclassified to net earnings relate to losses (gains) on interest rate swaps and are included in Interest expense, net above. Amounts are net of income tax expense of $0.1 million and income tax benefit of $0.7 million for the three months ended June 30, 2023 and 2022, respectively, and income tax expense of $0.5 million and income tax benefit of $1.8 million for the six months ended June 30, 2023 and 2022, respectively.

(3) Net of income tax benefit of $0.2 million for the three and six months ended June 30, 2022.

(4) Net of income tax expense of $2.0 million and income tax benefit of $0.8 million for the three months ended June 30, 2023 and 2022, respectively, and income tax expense of $2.0 million and $0.3 million for the six months ended June 30, 2023 and 2022, respectively.

See Notes to Condensed Consolidated Financial Statements (Unaudited).

2

BLACK KNIGHT, INC.

Condensed Consolidated Statements of Equity

(In millions)

(Unaudited)

	Three months ended June 30, 2023
								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, 2023	160.0	$	—	$	1,358.1	$	1,559.3	$	(7.8)	3.2	$	(186.4)	$	2,723.2	$	41.8
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC	—		—		(1.6)		—		—	—		—		(1.6)		1.6
Grant of restricted shares of common stock	—		—		(0.6)		—		—	—		0.6		—		—
Forfeitures of restricted shares of common stock	—		—		1.2		—		—	0.1		(1.2)		—		—
Tax withholding payments for restricted share vesting	—		—		(0.5)		—		—	—		—		(0.5)		—
Vesting of restricted shares granted from treasury stock	—		—		0.5		—		—	—		(0.5)		—		—
Equity-based compensation expense	—		—		6.6		—		—	—		—		6.6		—
Net earnings	—		—		—		55.3		—	—		—		55.3		—
Equity-based compensation expense of unconsolidated affiliates	—		—		—		(5.2)		—	—		—		(5.2)		—
Unrealized losses on interest rate swaps, net	—		—		—		—		(0.3)	—		—		(0.3)		—
Other comprehensive gains on investments in unconsolidated affiliates	—		—		—		—		6.0	—		—		6.0		—
Balance, June 30, 2023	160.0	$	—	$	1,363.7	$	1,609.4	$	(2.1)	3.3	$	(187.5)	$	2,783.5	$	43.4

	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 losses 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

See Notes to Condensed Consolidated Financial Statements (Unaudited).

3

BLACK KNIGHT, INC.

Condensed Consolidated Statements of Equity

(In millions)

(Unaudited)

	Six months ended June 30, 2023
								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, 2022	160.0	$	—	$	1,398.2	$	1,417.1	$	(6.3)	4.1	$	(235.7)	$	2,573.3	$	47.6
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC	—		—		4.2		—		—	—		—		4.2		(4.2)
Grant of restricted shares of common stock	—		—		(58.6)		—		—	(1.0)		58.6		—		—
Forfeitures of restricted shares of common stock	—		—		2.6		—		—	0.1		(2.6)		—		—
Tax withholding payments for restricted share vesting	—		—		(8.4)		—		—	—		—		(8.4)		—
Vesting of restricted shares granted from treasury stock	—		—		7.8		—		—	0.1		(7.8)		—		—
Equity-based compensation expense	—		—		17.9		—		—	—		—		17.9		—
Net earnings	—		—		—		197.1		—	—		—		197.1		—
Equity-based compensation expense of unconsolidated affiliates	—		—		—		(4.8)		—	—		—		(4.8)		—
Unrealized losses on interest rate swaps, net	—		—		—		—		(1.6)	—		—		(1.6)		—
Other comprehensive gains on investments in unconsolidated affiliates	—		—		—		—		5.8	—		—		5.8		—
Balance, June 30, 2023	160.0	$	—	$	1,363.7	$	1,609.4	$	(2.1)	3.3	$	(187.5)	$	2,783.5	$	43.4

	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

See Notes to Condensed Consolidated Financial Statements (Unaudited).

4

BLACK KNIGHT, INC.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Six months ended June 30,
	2023		2022
Cash flows from operating activities:
Net earnings	$	197.1	$	402.4
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		164.7		184.0
Amortization of debt issuance costs and original issue discount		2.0		1.9
Gain related to the TitlePoint transaction		(145.4)		—
Unrealized gain related to investment in DNB		(55.8)		—
Deferred income taxes, net		(21.8)		(144.9)
Equity in losses (earnings) of unconsolidated affiliates, net of tax		1.9		(303.0)
Equity-based compensation		17.9		23.6
Changes in assets and liabilities:
Trade receivables, including receivables from related parties		(11.7)		(17.4)
Prepaid expenses and other assets		(42.3)		(28.1)
Deferred contract costs		(18.3)		(21.7)
Deferred revenues		(20.9)		(15.3)
Trade accounts payable and other liabilities		(22.9)		8.3
Net cash provided by operating activities		44.5		89.8
Cash flows from investing activities:
Additions to property and equipment		(4.1)		(11.8)
Additions to software		(44.9)		(43.7)
Proceeds from the TitlePoint transaction		224.2		—
Other investing activities		—		(4.0)
Net cash provided by (used in) investing activities		175.2		(59.5)
Cash flows from financing activities:
Revolver borrowings		250.3		585.8
Revolver payments		(443.3)		(195.1)
Term loan payments		(14.4)		(14.4)
Payments made for redeemable noncontrolling interests		—		(433.5)
Tax withholding payments for restricted share vesting		(8.4)		(11.0)
Finance lease payments		—		(0.8)
Other financing activities		(0.2)		(0.4)
Net cash used in financing activities		(216.0)		(69.4)
Net increase (decrease) in cash and cash equivalents		3.7		(39.1)
Cash and cash equivalents, beginning of period		12.2		77.1
Cash and cash equivalents, end of period	$	15.9	$	38.0
Supplemental cash flow information:
Interest paid, net	$	(59.1)	$	(41.9)
Income taxes paid, net	$	(94.9)	$	(124.3)

See Notes to Condensed Consolidated Financial Statements (Unaudited).

5

BLACK KNIGHT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(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") 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 and Form 10-K/A for the year ended December 31, 2022 filed with the Securities and Exchange Commission ("SEC") on February 28, 2023 and March 24, 2023, respectively, and other filings with the SEC.

Description of Business

We are a premier provider of integrated, innovative, mission-critical, high-performance software solutions, data and analytics to the U.S. mortgage and real estate markets. Our mission is to transform the markets we serve by delivering innovative solutions that are integrated across the homeownership lifecycle and 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 and its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Where our ownership interest in a consolidated subsidiary is less than 100%, the 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 loss of these non-wholly owned subsidiaries is reported in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) as an adjustment to our net earnings to arrive at Net earnings attributable to Black Knight.

Redeemable Noncontrolling Interests

Prior to February 15, 2022, we owned 60% of Optimal Blue Holdco, LLC (“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. The cash portion of the consideration is included as a financing cash outflow on the Condensed Consolidated Statements of Cash Flows (Unaudited) and was 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. Since February 15, 2022, we own 100% of the Class A units of Optimal Blue Holdco.

As of June 30, 2023 and December 31, 2022, redeemable noncontrolling interests were $43.4 million and $47.6 million, respectively, related to the Optimal Blue Holdco profits interests units (“OB PIUs”).  Refer to Note 11 – Equity for additional information.

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BLACK KNIGHT, INC. AND SUBSIDIARIES

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

Reporting Segments

We conduct our operations through two reporting segments: (1) Software Solutions and (2) Data and Analytics. Refer to Note 12 — Segment Information for additional information.

Merger Agreement

On May 4, 2022, we entered into a definitive agreement to be acquired by Intercontinental Exchange, Inc. (“ICE”) (the “Original Merger Agreement”) a leading global provider of data, technology, and market infrastructure. On March 7, 2023, we entered into Amendment No. 1 to the Original Merger Agreement (the “Amendment” and the Original Merger Agreement, as amended by the Amendment, the “Merger Agreement”), which provides for, among other things, a reduction in the merger consideration, valuing Black Knight at $75.00 per share, or a market value of $11.7 billion, with consideration in the form of a mix of approximately $68.00 per share in cash and stock with an exchange ratio of 0.0682 based on ICE’s 10-day volume weighted average price as of March 3, 2023 of $102.62 (the “ICE Transaction”). As under the Original Merger Agreement, 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 based on an average of ICE’s 10-day volume weighted average prices for the period ended three trading days prior to closing. The ICE Transaction is expected to close in the third or fourth quarter of 2023, subject to regulatory clearance and the satisfaction of customary closing conditions. The ICE Transaction has been approved by the Boards of Directors of Black Knight and ICE and the shareholders of Black Knight.

Completion of the ICE Transaction is subject to the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). On March 9, 2023, the United States Federal Trade Commission (the “FTC”) filed an administrative complaint challenging the ICE Transaction under the HSR Act and authorized the filing of a complaint in federal district court to pursue a preliminary injunction to prevent the consummation of the ICE Transaction pending an administrative trial, and ICE announced that ICE strongly disagrees with the FTC’s decision to challenge the ICE Transaction. On April 10, 2023, the FTC filed a parallel complaint in federal court seeking injunctive relief and seeking to block ICE and BKI from completing the ICE Transaction during the pendency of the administrative proceeding on the merits. Refer to Note 9 – Commitments and Contingencies for additional information.

Divestiture Agreements

In connection with entering into the Amendment, on March 7, 2023, we entered into an Equity Purchase Agreement (the “Empower Divestiture Agreement”) with Constellation Web Solutions Inc., a subsidiary of Constellation Software Inc. (“Constellation”) and (solely for the purposes set forth in the Empower Divestiture Agreement) ICE, pursuant to which, after the closing of the ICE Transaction, Constellation will purchase our Empower^® LOS business, including its Exchange^SM, LendingSpace and AIVA solutions (the “Empower Divestiture Transaction”).

On July 14, 2023, we entered into an Equity Purchase Agreement (the “OB Divestiture Agreement”) with Project Badger Holdco Inc., a Delaware corporation and subsidiary of Constellation, and (solely for the purposes set forth in the OB Divestiture Agreement) ICE, pursuant to which, after the closing of the ICE Transaction, Constellation will purchase our Optimal Blue business (the “OB Divestiture Transaction”).

Each of the Empower Divestiture Agreement and the OB Divestiture Agreement was entered into specifically to address certain alleged antitrust concerns raised by the FTC in connection with the ICE Transaction and each is subject to customary closing conditions, including but not limited to the prior completion of the ICE Transaction.

TitlePoint Transaction

On November 18, 2022, we entered into a definitive agreement to sell our TitlePoint line of business (“TitlePoint”) within our Data and Analytics reporting segment to an affiliate of Fidelity National Financial, Inc. (“FNF”) for $225 million in cash, subject to a customary working capital adjustment. In connection with the contribution of Property Insight, LLC, which included TitlePoint, by affiliates of FNF to an affiliate of Black Knight in 2014, FNF had the right to repurchase TitlePoint in the event of a change in control of Black Knight. In connection with the proposed ICE Transaction, FNF notified us of its desire to repurchase TitlePoint. The TitlePoint transaction closed on January 1, 2023 and we recognized a gain before tax of $145.4 million in Other income (expense), net in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited).

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BLACK KNIGHT, INC. AND SUBSIDIARIES

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

(2)Condensed Consolidated Financial Statement Details

Cash and Cash Equivalents

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

	June 30, 2023		December 31, 2022
Cash	$	15.4	$	4.3
Cash equivalents		0.5		7.9
Cash and cash equivalents	$	15.9	$	12.2

Trade Receivables, Net

A summary of Trade receivables, net of allowance for credit losses consist of the following (in millions):

	June 30, 2023		December 31, 2022
Trade receivables — billed	$	159.8	$	150.4
Trade receivables — unbilled		52.3		48.0
Trade receivables		212.1		198.4
Allowance for credit losses		(6.7)		(4.9)
Trade receivables, net	$	205.4	$	193.5

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in millions):

	June 30, 2023		December 31, 2022
Prepaid expenses	$	86.5	$	83.0
Contract assets, net		33.6		24.8
Income tax receivables		14.9		12.5
Other current assets		12.7		11.8
Prepaid expenses and other current assets	$	147.7	$	132.1

Other Non-Current Assets

Other non-current assets consist of the following (in millions):

	June 30, 2023		December 31, 2022
Contract assets, net	$	138.9	$	107.9
Property records database		60.5		60.5
Right-of-use assets		21.3		24.8
Deferred compensation plan related assets		26.6		23.4
Contract credits		23.5		23.2
Prepaid expenses		3.2		4.4
Other		1.5		2.0
Other non-current assets	$	275.5	$	246.2

8

BLACK KNIGHT, INC. AND SUBSIDIARIES

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

Trade Accounts Payable and Other Accrued Liabilities

Trade accounts payable and other accrued liabilities consist of the following (in millions):

	June 30, 2023		December 31, 2022
Trade accounts payable	$	8.9	$	11.0
Lease liabilities, current		8.3		8.7
Other taxes payable and accrued		6.8		6.1
Accrued interest		15.7		12.6
Accrued client liabilities		2.6		2.6
Other		26.6		25.5
Trade accounts payable and accrued liabilities	$	68.9	$	66.5

Deferred Revenues

Revenues recognized related to the amount included in the Deferred revenues balance at the beginning of each year were $17.4 million and $20.6 million during the three months ended June 30, 2023 and 2022, respectively, and $39.4 million and $41.5 million during the six months ended June 30, 2023 and 2022, respectively.

Depreciation and Amortization

Depreciation and amortization consist of the following (in millions):

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Other intangible assets	$	30.5	$	36.8	$	61.3	$	73.6
Software		31.9		35.6		63.7		71.1
Property and equipment		8.5		9.7		18.0		19.6
Deferred contract costs		11.2		10.4		21.7		19.7
Total	$	82.1	$	92.5	$	164.7	$	184.0

In January 2023, we completed an assessment of the useful lives of certain software solutions. Due to investments in the software and changes in technology, we increased the estimated useful lives of certain origination and specialty servicing software solutions from 5 years to 7 years. This change in accounting estimate was effective January 1, 2023 and was applied prospectively. Based on the carrying amount of these software solutions as of December 31, 2022, the effect of this change in estimate for the three and six months ended June 30, 2023 was a decrease in software amortization of $4.9 million and $9.9 million, respectively, which resulted in an increase in operating income of $4.9 million and $9.9 million, respectively, and net earnings attributable to Black Knight of $3.7 million and $7.4 million, or $0.02 and $0.05 per basic and diluted share, respectively, based on our statutory income tax rate.

Other Non-Current Liabilities

Other non-current liabilities consist of the following (in millions):

	June 30, 2023		December 31, 2022
Lease liabilities, non-current	$	13.2	$	17.4
Deferred compensation plan		23.1		21.4
Other		10.1		9.1
Other non-current liabilities	$	46.4	$	47.9

A

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BLACK KNIGHT, INC. AND SUBSIDIARIES

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

(3)Investments

DNB is a leading global provider of business decisioning data and analytics. On February 15, 2022, we exchanged 36.4 million shares of DNB common stock in connection with our acquisition of the remaining Class A units in Optimal Blue Holdco 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 period ended on February 14, 2022. We recognized a gain of $305.4 million, net of tax of $102.6 million, related to this transaction. As of June 30, 2023, we owned 18.5 million shares of DNB common stock for an ownership interest of approximately 4% of DNB’s outstanding common stock.

Prior to June 30, 2023, we accounted for our investment under the equity method because we had significant influence over DNB primarily through a combination of an agreement with certain other DNB investors pursuant to which we agreed to collectively vote together on matters related to the election of DNB directors for a period of three years following the initial public offering of DNB and our investment. The agreement with certain other DNB investors provided that no investors were required to vote to extend an individual’s election term beyond DNB’s 2023 annual shareholder meeting, which was held on June 15, 2023. The voting agreement expired on June 30, 2023.

As of June 30, 2023, we no longer have significant influence over DNB and we account for our DNB investment at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 321: Investments – Equity Securities (“ASC 321”). As a result of the change in accounting method, we recorded an unrealized gain of $55.8 million in Other income (expense), net in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) for the three and six months ended June 30, 2023. As of June 30, 2023, the fair value of our investment in DNB was $213.7 million based on DNB’s closing share price of $11.57 on June 30, 2023 and is included in Investments in our Condensed Consolidated Balance Sheets (Unaudited). Based on a statutory tax rate of 25.5%, the estimated after-tax value of our investment in DNB was $201.5 million.

During the three and six months ended June 30, 2023, we received quarterly cash dividends of $0.9 million and $1.8 million, respectively, related to our ownership in DNB common stock. The cash dividend reduced the carrying value of our DNB investment since it was received before we transitioned to accounting for our investment under ASC 321. On July 26, 2023, DNB declared a cash dividend of $0.05 per share payable on September 21, 2023 to DNB’s shareholders of record as of September 7, 2023.

Prior to accounting for our DNB investment at fair value as of June 30, 2023, 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,
	2023		2022		2023		2022
Equity in losses of unconsolidated affiliates, net of tax	$	(0.7)	$	(0.1)	$	(1.9)	$	(2.4)
Gain related to DNB investment, net of tax		—		—		—		305.4
Equity in (losses) earnings of unconsolidated affiliates, net of tax	$	(0.7)	$	(0.1)	$	(1.9)	$	303.0

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BLACK KNIGHT, INC. AND SUBSIDIARIES

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

(4)Earnings Per Share

Diluted net earnings per share includes the effect of unvested restricted stock awards, restricted stock unit awards (“RSUs”) and OB PIUs. The following table sets forth the computation of basic and diluted net earnings per share (in millions, except per share amounts):

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Basic:
Net earnings attributable to Black Knight	$	55.3	$	40.3	$	197.1	$	404.9
Shares used for basic net earnings per share:
Weighted average shares of common stock outstanding		155.0		154.5		154.8		154.4
Basic net earnings per share	$	0.36	$	0.26	$	1.27	$	2.62
Diluted:
Net earnings attributable to Black Knight	$	55.3	$	40.3	$	197.1	$	404.9
Shares used for diluted net earnings per share:
Weighted average shares of common stock outstanding		155.0		154.5		154.8		154.4
Dilutive effect of unvested restricted shares of common stock and OB PIUs		0.9		1.1		0.9		1.1
Weighted average shares of common stock, diluted		155.9		155.6		155.7		155.5
Diluted net earnings per share	$	0.35	$	0.26	$	1.27	$	2.60

(5)Related Party Transactions

Our service arrangements with related parties are priced within the range of prices we offer to third parties. We believe the amounts earned from or charged by us under each of the following arrangements are fair and reasonable. 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

Prior to June 30, 2023, DNB was considered to be a related party primarily due to the combination of accounting for our investment in DNB as an equity method investment and our Executive Chairman, who is also the Chief Executive Officer of DNB. As of June 30, 2023, we no longer have significant influence over DNB and we account for our DNB investment at fair value in accordance with ASC 321. Refer to Note 3 — Investments for additional information. As of June 30, 2023, DNB is no longer considered to be a related party. Below is a summary of related party agreements and transactions with DNB prior to June 30, 2023.

In 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 jointly market certain solutions and data.

We have a services agreement with DNB that is cancellable upon mutual agreement. Pursuant to the agreement, we provide DNB certain support services in exchange for fees in an amount of our cost plus a 10% markup.

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BLACK KNIGHT, INC. AND SUBSIDIARIES

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

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

	December 31, 2022
Receivables from related parties	$	0.1
Prepaid expenses and other current assets		2.3
Deferred revenues (current)		6.2

The following is a summary of amounts related to agreements with DNB included in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) (in millions):

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Revenues	$	1.8	$	3.0	$	3.5	$	4.0
Operating expenses		1.2		1.2		2.4		2.3

During the three and six months ended June 30, 2023, we received quarterly cash dividends of $0.9 million and $1.8 million, respectively, from DNB. Refer to Note 3 – Investments for additional information.

(6)Long-Term Debt

Long-term debt consists of the following (in millions):

	June 30, 2023		December 31, 2022
Term A Loan	$	1,106.8	$	1,121.2
Revolving Credit Facility		352.0		545.0
Senior Notes		1,000.0		1,000.0
Other		0.8		5.0
Total long-term debt principal		2,459.6		2,671.2
Less: current portion of long-term debt		(43.8)		(33.6)
Long-term debt before debt issuance costs and discount		2,415.8		2,637.6
Less: debt issuance costs and discount		(13.9)		(15.9)
Long-term debt, net of current portion	$	2,401.9	$	2,621.7

As of June 30, 2023, principal maturities are as follows (in millions):

2023	$	15.1
2024		57.5
2025		57.5
2026		1,329.5
2027		—
Thereafter		1,000.0
Total	$	2,459.6

Credit Agreement

In 2021, our indirect subsidiary Black Knight Infoserv, LLC (“BKIS”) entered into a second amended and restated credit and guaranty agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto and the other agents and lenders party thereto. The Credit Agreement provides for (i) a $1,150.0 million term loan A facility (the “Term A Loan”) and (ii)

12

BLACK KNIGHT, INC. AND SUBSIDIARIES

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

a $1,000.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term A Loan, collectively, the “Facilities”).

As of June 30, 2023, the interest rate for the Facilities was based on the Eurodollar rate plus a margin of 150 basis points and was approximately 6.7%. As of June 30, 2023, we had $648.0 million unused capacity on the Revolving Credit Facility, and the unused commitment fee was 20 basis points.

On June 21, 2023, BKIS entered into Amendment No. 1 to the Credit Agreement to make conforming changes related to the transition to the Secured Overnight Financing Rate (“SOFR”) due to the cessation of LIBOR. As of July 1, 2023, the interest rate for the Facilities bear interest based on the sum of the 1-month Term SOFR, a spread adjustment of 0.11448% and a margin of 150 basis points and was approximately 6.8%.

The Facilities are guaranteed by BKIS’s wholly-owned domestic restricted subsidiaries, as defined by the 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.

The remaining principal balance of the Term A Loan and any outstanding loans under the Revolving Credit Facility are due upon maturity on March 10, 2026.

Senior Notes

On August 26, 2020, BKIS 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 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. The obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by the same guarantors that guarantee the Credit Agreement (collectively, the “Guarantors”). The Senior Notes are effectively subordinated to any obligations that are secured, including obligations under the Credit Agreement, to the extent of 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.

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 as of June 30, 2023. The fair value of our Senior Notes as of June 30, 2023 was $898.8 million compared to its carrying value of $991.9 million, net of original issue discount and debt issuance costs.

Interest Rate Swaps

We have entered into interest rate swap agreements to hedge forecasted monthly interest rate payments on our floating rate debt. As of June 30, 2023, we had no outstanding interest rate swap agreements (collectively, the "Swap Agreements").

During the six months ended June 30, 2023, the following interest rate swap agreements expired (in millions):

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

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

	June 30, 2023		December 31, 2022
Other current assets	$	—	$	2.2

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BLACK KNIGHT, INC. AND SUBSIDIARIES

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

A cumulative gain of $2.2 million ($1.6 million net of tax) is reflected in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets (Unaudited) as of December 31, 2022. Below is a summary of the effect of derivative instruments on amounts recognized in Other comprehensive (losses) earnings ("OCE") on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) (in millions):

	Three months ended June 30,
	2023				2022
			Amount of gain reclassified				Amount of loss reclassified
	Amount of gain		from Accumulated OCE		Amount of gain		from Accumulated OCE
	recognized in OCE		into Net earnings		recognized in OCE		into Net earnings
Swap agreements	$	—	$	(0.3)	$	2.3	$	2.0

	Six months ended June 30,
	2023				2022
			Amount of gain reclassified				Amount of loss reclassified
	Amount of loss		from Accumulated OCE		Amount of gain		from Accumulated OCE
	recognized in OCE		into Net earnings		recognized in OCE		into Net earnings
Swap agreements	$	(0.1)	$	(1.5)	$	6.6	$	5.2

(7)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:

o quoted prices for similar assets or liabilities in active markets;

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

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

o 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 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 fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

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BLACK KNIGHT, INC. AND SUBSIDIARIES

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

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, 2023								December 31, 2022
	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)	$	15.9	$	15.9	$	—	$	—	$	12.2	$	12.2	$	—	$	—
Interest rate swaps (Note 6)		—		—		—		—		2.2		—		2.2		—
Investment in DNB (Note 3)		213.7		213.7		—		—		—		—		—		—
Liabilities:
Contingent consideration		0.3		—		—		0.3		0.7		—		—		0.7
Redeemable noncontrolling interests		43.4		—		—		43.4		47.6		—		—		47.6

As of June 30, 2023, our investment in DNB is recorded at fair value based on DNB’s closing share price on June 30, 2023. Refer to Note 3 – Investments for additional information.

The fair value of Redeemable noncontrolling interests and Contingent consideration was primarily determined based on significant estimates and assumptions, including Level 3 inputs. The estimates and assumptions include the projected timing and amount of 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.

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

Beginning balance, December 31, 2022	$	48.3
Contingent consideration adjustments related to prior year acquisition		(0.4)
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco		(4.2)
Ending balance, June 30, 2023	$	43.7

(8)Income Taxes

Our effective tax rate was 27.5% and 25.2% for the three and six months ended June 30, 2023, respectively. Our effective tax rate differs from our statutory rate primarily due to the effect of transaction costs partially offset by research and experimentation tax credits.

Our effective tax rate was 22.3% and 9.6% for the three and six months ended June 30, 2022, respectively. Our effective tax rate for the three months ended June 30, 2022 differs from our statutory rate primarily due to the effect of research and experimentation tax credits. 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.

(9)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 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

15

BLACK KNIGHT, INC. AND SUBSIDIARIES

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

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") 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 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, 2020. The trial court’s order compelling arbitration was confirmed by the Florida First District Court of Appeal on January 6, 2021.

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 final arbitration hearing on both Black Knight’s trade secret case and PennyMac’s antitrust case has concluded, and we currently expect the arbitrator’s final decision to be issued in the fourth quarter of 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.

FTC Litigation regarding ICE Transaction

On March 9, 2023, the FTC filed a complaint under its administrative court, styled In the Matter of Intercontinental Exchange, Inc. and Black Knight, Inc., seeking to block the ICE Transaction and alleging that ICE’s proposed acquisition of BKI violates Section 5 of the FTC Act, 15 U.S.C. § 45, and if consummated would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the FTC Act by harming competition and leading to higher costs for lenders and buyers.  Because both ICE and BKI each own software tools known

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BLACK KNIGHT, INC. AND SUBSIDIARIES

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

as loan origination systems (“LOS”) used by mortgage lenders to manage the mortgage loan origination process, and each own product pricing and eligibility engines (“PPE”), which is software that integrates with an LOS and is used by lenders to obtain and lock in the best interest rates for a borrower, the FTC alleges that the merger would harm competition for these products and result in increased costs, which would eventually be passed on to buyers. Furthermore, the FTC alleges that, because ICE and BKI offer other ancillary services in addition to PPEs, which rely on LOS integration, the proposed merger would disadvantage additional competing ancillary service providers by diverting business to those provided by ICE.  

To remedy any hypothetical competitive harm resulting from the proposed merger, on March 7, 2023, ICE and BKI agreed to sell BKI’s Empower^® LOS and certain related services to a technology company, Constellation Web Solutions, Inc., a subsidiary of Constellation Software, Inc. (“Constellation”), and on July 14, 2023, ICE and BKI agreed to sell BKI’s Optimal Blue business, including its PPE product, to a subsidiary of Constellation.

On April 10, 2023, the FTC filed a parallel complaint in federal court seeking injunctive relief, styled Federal Trade Commission v. Intercontinental Exchange, Inc. and Black Knight, Inc., pending in the United States District Court, Northern District of California, San Francisco Division.  The FTC seeks a preliminary injunction to block ICE and BKI from completing the ICE Transaction during the pendency of the administrative proceeding on the merits.  On April 21, 2023, the District Court entered a temporary restraining order that prevents ICE and BKI from consummating the ICE Transaction until 11:59 p.m. on the second business day after the Court rules on the FTC’s motion for a preliminary injunction, or a date set by the Court, whichever is later. On April 25, 2023, BKI filed its response to the FTC’s complaint generally denying the allegations and asserting several defenses. BKI also asserted a counterclaim against the FTC seeking declaratory and injunctive relief alleging violations of BKI’s constitutional rights. On July 17, 2023 the U.S. District Court granted the parties’ joint motion to continue the hearing on the preliminary injunction, which had been scheduled to commence on July 24, 2023, until August 14, 2023 to allow the FTC time to evaluate BKI’s and ICE’s proposed remedy involving the divestiture of the Empower^® LOS business and the Optimal Blue business. On July 25, 2023, the FTC withdrew the matter from adjudication within its administrative forum until August 16, 2023 to facilitate settlement discussions. There can be no assurance as to the outcome of litigation with the FTC or that regulatory clearance for the ICE Transaction will be received on a timely basis or at all.

As this case continues to evolve, it is not possible to reasonably estimate the probability that the parties will ultimately reach settlement or that the FTC will ultimately prevail on its claims. Should the parties not reach a settlement, we intend to vigorously defend against the claims of the FTC.

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 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 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.

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BLACK KNIGHT, INC. AND SUBSIDIARIES

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

(10)Revenues

Disaggregation of Revenues

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

	Three months ended June 30, 2023
	Servicing		Origination		Software		Data and
	Software		Software(1)		Solutions		Analytics		Total
Software solutions	$	203.3	$	86.3	$	289.6	$	8.8	$	298.4
Professional services		18.2		11.3		29.5		0.8		30.3
Data solutions		—		1.6		1.6		34.4		36.0
Other		—		2.9		2.9		0.6		3.5
Revenues	$	221.5	$	102.1	$	323.6	$	44.6	$	368.2

	Three months ended June 30, 2022
	Servicing		Origination		Software		Data and
	Software		Software(1)		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

	Six months ended June 30, 2023
	Servicing		Origination		Software		Data and
	Software		Software(1)		Solutions		Analytics		Total
Software solutions	$	408.4	$	188.2	$	596.6	$	18.4	$	615.0
Professional services		34.2		21.4		55.6		1.6		57.2
Data solutions		—		3.1		3.1		67.3		70.4
Other		—		5.0		5.0		2.8		7.8
Revenues	$	442.6	$	217.7	$	660.3	$	90.1	$	750.4

	Six months ended June 30, 2022
	Servicing		Origination		Software		Data and
	Software		Software(1)		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

(1) Software solutions revenues for Origination Software include license revenues of $0.9 million and $9.2 million for the three months ended June 30, 2023 and 2022, respectively, and $21.0 million and $11.3 million for the six months ended June 30, 2023 and 2022, respectively.

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 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

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BLACK KNIGHT, INC. AND SUBSIDIARIES

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

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, 2023, the aggregate amount of the transaction price that is allocated to our future performance obligations was approximately $2.5 billion and is expected to be recognized as follows: 14% by December 31, 2023, 58% by December 31, 2025, 83% by December 31, 2027 and the rest thereafter.

(11)Equity

Omnibus Incentive Plan

A summary of restricted shares granted in 2023 is as follows:

	Number of shares	Grant date fair		Vesting period
Dates	granted	value per share		(in years)	Vesting criteria
March 13, 2023	1,012,978	$	55.71	3.0	Service
June 30, 2023	28,881	$	59.73	1.0 - 3.0	Service

Activity related to restricted stock and RSUs in 2023 is as follows:

		Weighted average
		grant date
	Shares	fair value
Balance, December 31, 2022	1,310,518	$	64.61
Granted	1,041,859	$	55.82
Forfeited	(46,341)	$	60.82
Vested	(500,261)	$	66.89
Balance, June 30, 2023	1,805,775	$	59.00

Equity-based compensation expense related to our restricted shares and RSUs was $4.6 million and $10.8 million for the three months ended June 30, 2023 and 2022, respectively, and $13.7 million and $19.3 million for the six months ended June 30, 2023 and 2022, respectively. These expenses are included in Operating expenses in the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). As of June 30, 2023, total unrecognized compensation cost was $96.9 million and is expected to be recognized over a weighted average period of approximately 2.1 years.

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BLACK KNIGHT, INC. AND SUBSIDIARIES

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

On June 30, 2023, the Compensation Committee of our Board of Directors approved the waiver of the performance condition applicable to the performance-based restricted stock awards granted in 2021 and 2022, requiring the Company to achieve Adjusted EBITDA equal to or greater than its 2022 fiscal year Adjusted EBITDA for the measurement period beginning January 1, 2023 through December 31, 2023 (the “2023 Performance Condition”). In addition, for our named executive officers only, the Compensation Committee also approved an amendment extending the time-based vesting period for one year for the restricted stock awards in which the performance condition was waived so that the applicable portion of the awards will vest on March 10, 2025 rather than on March 10, 2024. The award modification resulted in a reversal of $1.5 million of equity-based compensation expense previously recorded during the three months ended March 31, 2023. Equity-based compensation expense related to the modified awards is recognized ratably over the service periods of the modified awards based on the fair value of the awards on June 30, 2023, the date of modification.

Profits Interests Units

As of June 30, 2023 and December 31, 2022, there were 6,085 and 6,169 OB PIUs outstanding, respectively. 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 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 cash or Black Knight common stock or a combination of both at our election and will be settled at the current fair value at the time we receive notice of 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 hurdle amount, based upon the proportionate required service period rendered to date.

Equity-based compensation expense related to the OB PIUs was $2.0 million and $2.1 million for the three months ended June 30, 2023 and 2022, respectively, and $4.2 million and $4.3 million for the six months ended June 30, 2023 and 2022. As of June 30, 2023, the total unrecognized compensation cost related to non-vested OB PIUs was $3.3 million, which is expected to be recognized over a weighted average period of approximately 0.4 years.

(12)Segment Information

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. 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. Refer to Note 10 — Revenues for a description of our Software Solutions and Data and Analytics segments.

Separate discrete financial information is available for these two 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, Other income (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 income (expense), 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’ overall operating performance.

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BLACK KNIGHT, INC. AND SUBSIDIARIES

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

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, 2023
	Software		Data and		Corporate and
	Solutions		Analytics		Other			Total
Revenues	$	323.6	$	44.6	$	—		$	368.2
Expenses:
Operating expenses		155.5		33.9		25.0	(1)		214.4
Transition and integration costs		—		—		11.0	(2)		11.0
EBITDA		168.1		10.7		(36.0)			142.8
Depreciation and amortization		34.0		3.9		44.2	(3)		82.1
Operating income (loss)		134.1		6.8		(80.2)			60.7
Interest expense, net									(33.5)
Other income, net									50.0
Earnings before income taxes and equity in losses of unconsolidated affiliates									77.2
Income tax expense									21.2
Earnings before equity in losses of unconsolidated affiliates									56.0
Equity in losses of unconsolidated affiliates, net of tax									(0.7)
Net earnings								$	55.3

	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

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BLACK KNIGHT, INC. AND SUBSIDIARIES

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

	Six months ended June 30, 2023
	Software		Data and		Corporate and
	Solutions		Analytics		Other			Total
Revenues	$	660.3	$	90.1	$	—		$	750.4
Expenses:
Operating expenses		305.5		67.2		54.8	(1)		427.5
Transition and integration costs		—		—		16.5	(2)		16.5
EBITDA		354.8		22.9		(71.3)			306.4
Depreciation and amortization		68.1		7.9		88.7	(3)		164.7
Operating income (loss)		286.7		15.0		(160.0)			141.7
Interest expense, net									(63.6)
Other income, net									188.0
Earnings before income taxes and equity in losses of unconsolidated affiliates									266.1
Income tax expense									67.1
Earnings before equity in losses of unconsolidated affiliates									199.0
Equity in losses of unconsolidated affiliates, net of tax									(1.9)
Net earnings								$	197.1

	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

(1) Operating expenses for Corporate and Other includes equity-based compensation, including certain related payroll taxes, of $6.7 million and $13.0 million for the three months ended June 30, 2023 and 2022, respectively and $18.3 million and $24.2 million for the six months ended June 30, 2023 and 2022, respectively.

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

(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.

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

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, 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. 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 acquisition by ICE of Black Knight (the “ICE Transaction”);

● the possibility that the proposed ICE Transaction, the Empower Divestiture Transaction or the OB Divestiture Transaction do not close when expected or at all because required regulatory 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 ICE Transaction);

● the outcome of the United States Federal Trade Commission’s (the “FTC”) lawsuits filed against us and ICE seeking to block the consummation of the ICE Transaction and of any other legal proceedings that may be instituted against us or ICE;

● business uncertainties and contractual restrictions while the ICE Transaction is pending, which could adversely affect our business and operations;

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

● changes to our relationships with our top clients, whom we rely on for a significant portion of our revenues and profit;

● 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;

● increase in the availability of free or relatively inexpensive information;

● our ability to protect our proprietary software and information rights;

● our dependence on our ability to access data from external sources;

● delays or difficulty in developing or implementing new, enhanced or existing software, data or hosting solutions;

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

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

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

● our investment in Dun & Bradstreet Holdings, Inc. (“DNB”);

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

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

● our existing indebtedness and any additional significant debt we incur; 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, 2022 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, 2022 filed with the SEC on February 28, 2023 and other filings with the SEC.

Overview

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

We believe our clients leverage our robust, integrated solutions across the entire homeownership lifecycle to help retain existing customers, gain new customers, mitigate risk and operate more efficiently. Our clients rely on our proven, comprehensive and scalable

23

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 business, which is supported by acquisitions, and even more importantly, the integration of those acquisitions and our innovations into our broader ecosystem. Our ability to effectively manage our business and maintain a strong client base allows us to continually invest in our business, both to meet 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 along with a 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 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.

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 processes. This speaks to the confidence our clients have in our solutions and our commitment to serve them. The contractual nature of our revenues and 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.

Our Markets

The Black Knight ecosystem stretches across four core “pillar” verticals: mortgage loan servicing, mortgage loan origination, real estate and capital markets; with our data and analytics flowing throughout 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

Merger Agreement

On May 4, 2022, we entered into a definitive agreement to be acquired by ICE (the “Original Merger Agreement”) a leading global provider of data, technology, and market infrastructure. On March 7, 2023, we entered into Amendment No. 1 to the Original Merger Agreement (the “Amendment” and the Original Merger Agreement, as amended by the Amendment, the “Merger Agreement”), which provides for, among other things, a reduction in the merger consideration, valuing Black Knight at $75.00 per share, or a market value of $11.7 billion, with consideration in the form of a mix of approximately $68.00 per share in cash and stock with an exchange ratio of 0.0682 based on ICE’s 10-day volume weighted average price as of March 3, 2023 of $102.62 (the “ICE Transaction”). Refer to Note 1 — Basis of Presentation and Overview in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.

TitlePoint Transaction

On November 18, 2022, we entered into a definitive agreement to sell our TitlePoint line of business (“TitlePoint”) within our Data and Analytics reporting segment to an affiliate of Fidelity National Financial, Inc. (“FNF”) for $225 million in cash, subject to a customary working capital adjustment. The TitlePoint transaction closed on January 1, 2023. Refer to Note 1 — Basis of Presentation and Overview in Item 1 of Part I of this Quarterly Report on Form 10-Q 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:

Lenders increasingly focused on core operations. As a result of a decline in origination volumes and the increasing cost to originate a mortgage loan, we believe lenders have become more focused on their core operations, including ways to reduce or eliminate certain costs.

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According to the June 12, 2023 MBA Quarterly Performance Report as of March 31, 2023, the cost to originate a loan has more than doubled since 2008 and increased 24% in the year-to-date 2023 period compared to 2022. 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.

Integral role of technology in the U.S. mortgage market. Over the past decade, homebuyers’ 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. 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 the U.S. mortgage loan market participants work to minimize 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 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 look for 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 rapidly 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.

Our Business Segments

Our business is organized into two segments: Software Solutions and Data and Analytics.

Software Solutions

Our Software Solutions segment offers software solutions that support loan servicing, loan origination and settlement services. Our software solutions revenues were 88% and 86% of our consolidated revenues for the three months ended June 30, 2023 and 2022, respectively, and 88% and 86% for the six months ended June 30, 2023 and 2022, respectively.

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
	2023		2022		2023		2022		2023		2022		2023		2022
Servicing software solutions	$	221.5	$	221.7	68	%	65	%	$	442.6	$	444.3	67	%	66	%
Origination software solutions		102.1		117.7	32	%	35	%		217.7		225.8	33	%	34	%
Software Solutions	$	323.6	$	339.4	100	%	100	%	$	660.3	$	670.1	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.

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

	First lien				Second lien				Total first and second lien
	as of June 30,				as of June 30,				as of June 30,
	2023		2022		2023		2022		2023		2022
Active loans	33.1		33.1		3.1		3.1		36.2		36.2
Market size	52.8	(1)	52.1	(1)	13.1	(2)	12.5	(2)	65.9		64.6
Market share	63	%	64	%	24	%	25	%	55	%	56	%

Note: Percentages above may not recalculate due to rounding.

(1) Estimates as of May 31, 2023 and June 30, 2022 according to the May 2023 Black Knight Mortgage Monitor Report for U.S. first lien mortgage loans. These estimates are subject to change.

(2) Estimates according to the February 2023 and July 2022 Equifax National Consumer Credit Trends Report: Portfolio for U.S. second lien mortgage loans, which includes home equity installment loans and home equity revolving lines of credit data as of January 2023 and June 2022, respectively. These estimates are subject to change.

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 and other measures that were in effect from 2020 through 2021. Additionally, low unemployment and historically low interest rates drove high home price appreciation, which also contributed to historically low foreclosure starts. According to corresponding Black Knight Mortgage Monitor reports, foreclosure starts were 78,200 for the three months ended June 30, 2023 compared to 94,600 for the 2022 period (estimates are subject to change). Foreclosure starts are still substantially below levels prior to the pandemic.

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 direct exposure to origination volumes is limited as our loan origination system revenues are based on closed loan volumes subject to minimum base software subscription fees that are contractually obligated. Most of our secondary marketing technologies’ revenues are primarily subscription-based; however, some platforms are based on the number of loan officer seats. Elevated origination volumes in prior years led to an increase in loan officer seats above historical levels. During the three and six months ended June 30, 2023, we continued to see a reduction in loan officer seats due to cost reduction actions from clients, including clients downsizing their mortgage origination workforce or exiting the origination market due to the current interest rate environment. According to the most recently available Nationwide Multistate Licensing System (“NMLS”) Mortgage Industry Report, the number of active individual licensed mortgage loan officers has decreased from 124,727 as of December 31, 2021 to 92,331 as of December 31, 2022 (estimates are subject to change). The reduction in seat counts causes a reduction in usage-based revenues for our clients with licenses that are seat-based and were previously above their contractual minimums.

Some of our origination software solutions are directly exposed to variances in origination loan count volumes, primarily related to refinance volumes, due to the nature of the services provided. We continue to see lower origination volumes in 2023 due to higher interest rates and record volumes in prior years. According to the July 2023 Mortgage Bankers Association Mortgage Finance Forecast, mortgage loan originations have declined 37% for the three months ended June 30, 2023 compared to the 2022 period. The portion of our origination software solutions revenues that are more sensitive to origination loan count volumes were approximately 3% of our consolidated revenues for the three months ended June 30, 2023, and revenues related to these origination software solutions declined approximately 26% compared to the 2022 period, representing a headwind of approximately $3.4 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, behavioral models, a multiple listing service software solution and other data solutions. Our data and analytics business is primarily based on longer-term strategic data licenses, other data licenses and subscription-based revenues. Our data and analytics revenues were 12% and 14% of our consolidated revenues for the three months ended June 30, 2023 and 2022, respectively, and 12% and 14% for the six months ended June 30, 2023 and 2022, respectively. The portion of our data and analytics solutions revenues that are more sensitive to fluctuations in home buying activity and origination loan count volumes primarily relate to services where we provide software and data necessary for tax data and other settlement service activities. Excluding the effect of the TitlePoint transaction, revenues from these solutions were less than 1% of

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our consolidated revenues for the three months ended June 30, 2023 and declined approximately 24% for the three months ended June 30, 2023 compared to the 2022 period, representing a headwind of approximately $0.7 million.

Results of Operations

Key Performance Metrics

Revenues, EBITDA and 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 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 SEC’s Regulation G and Item 10(e) of Regulation S-K.

Consolidated Results of Operations

The following table presents certain financial data for the periods indicated (in millions, except per share data):

	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Revenues	$	368.2		$	394.5		$	750.4		$	781.7
Expenses:
Operating expenses		214.4			216.8			427.5			424.7
Depreciation and amortization		82.1			92.5			164.7			184.0
Transition and integration costs		11.0			8.2			16.5			15.8
Total expenses		307.5			317.5			608.7			624.5
Operating income		60.7			77.0			141.7			157.2
Operating margin		16.5	%		19.5	%		18.9	%		20.1	%
Interest expense, net		(33.5)			(22.6)			(63.6)			(43.7)
Other income (expense), net		50.0			(2.4)			188.0			(3.6)
Earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates		77.2			52.0			266.1			109.9
Income tax expense		21.2			11.6			67.1			10.5
Earnings before equity in (losses) earnings of unconsolidated affiliates		56.0			40.4			199.0			99.4
Equity in (losses) earnings of unconsolidated affiliates, net of tax		(0.7)			(0.1)			(1.9)			303.0
Net earnings		55.3			40.3			197.1			402.4
Net losses attributable to redeemable noncontrolling interests		—			—			—			2.5
Net earnings attributable to Black Knight	$	55.3		$	40.3		$	197.1		$	404.9
Net earnings per share attributable to Black Knight common shareholders:
Diluted	$	0.35		$	0.26		$	1.27		$	2.60
Weighted average shares of common stock outstanding:
Diluted		155.9			155.6			155.7			155.5

Segment Financial Results

Revenues

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

	Three months ended								Six months ended
	June 30,				Variance				June 30,				Variance
	2023		2022		$		%		2023		2022			$	%
Software Solutions	$	323.6	$	339.4	$	(15.8)	(5)	%	$	660.3	$	670.1	$	(9.8)	(1)	%
Data and Analytics		44.6		55.1		(10.5)	(19)	%		90.1		111.6		(21.5)	(19)	%
Total	$	368.2	$	394.5	$	(26.3)	(7)	%	$	750.4	$	781.7	$	(31.3)	(4)	%

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Software Solutions

Revenues were $323.6 million in the three months ended June 30, 2023 compared to $339.4 million in the 2022 period, a decrease of $15.8 million, or 5%. Our servicing software solutions revenues decreased $0.2 million, or 0.1%, as revenues from new clients and cross-sales to existing clients, as well as contract termination fees of $2.6 million, were offset by lower usage-based revenues, loan counts, attrition and the effect of lower foreclosure volumes. Our origination software solutions revenues decreased $15.6 million, or 13%, as revenues from new clients were more than offset by a decrease of $8.3 million in license fees and the effect of lower origination volumes and attrition.

Revenues were $660.3 million in the six months ended June 30, 2023 compared to $670.1 million in the 2022 period, a decrease of $9.8 million, or 1%. Our servicing software solutions revenues decreased $1.7 million, or 0.4%, as revenues from new clients and cross-sales to existing clients, as well as contract termination fees of $5.3 million, were more than offset by lower loan counts, attrition, usage-based revenues and the effect of lower foreclosure volumes. Our origination software solutions revenues decreased $8.1 million, or 4%, as revenues from new clients and an increase of $9.7 million in license fees were more than offset by the effect of lower origination volumes and attrition.

Data and Analytics

Revenues were $44.6 million in the three months ended June 30, 2023 compared to $55.1 million in the 2022 period, a decrease of $10.5 million, or 19%. The decrease was primarily driven by revenues of $10.0 million related to TitlePoint in the 2022 period and the effect of lower origination volumes, partially offset by revenues from new sales.

Revenues were $90.1 million in the six months ended June 30, 2023 compared to $111.6 million in the 2022 period, a decrease of $21.5 million, or 19%. The decrease was primarily driven by revenues of $21.1 million related to TitlePoint in the 2022 period and the effect of lower origination volumes and attrition, partially offset by revenues from new sales.

EBITDA and EBITDA margin

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

	Three months ended								Six months ended
	June 30,				Variance				June 30,				Variance
	2023		2022		$		%		2023		2022		$		%
Software Solutions	$	168.1	$	190.7	$	(22.6)	(12)	%	$	354.8	$	378.9	$	(24.1)	(6)	%
Data and Analytics		10.7		17.7		(7.0)	(40)	%		22.9		36.7		(13.8)	(38)	%

	Three months ended					Six months ended
	June 30,				Variance		June 30,				Variance
	2023		2022		Basis points		2023		2022		Basis points
Software Solutions	51.9	%	56.2	%	(430)		53.7	%	56.5	%	(280)
Data and Analytics	24.0	%	32.1	%	(810)		25.4	%	32.9	%	(750)

Software Solutions

EBITDA was $168.1 million in the three months ended June 30, 2023 compared to $190.7 million in the 2022 period, a decrease of $22.6 million, or 12%, with an EBITDA margin of 51.9% compared to 56.2% in the 2022 period. EBITDA was $354.8 million in the six months ended June 30, 2023 compared to $378.9 million in the 2022 period, a decrease of $24.1 million, or 6%, with an EBITDA margin of 53.7% compared to 56.5% in the 2022 period. The EBITDA margin decrease was driven by revenue mix along with higher personnel costs and technology-related costs, including cloud costs and other software subscriptions.

Data and Analytics

EBITDA was $10.7 million in the three months ended June 30, 2023 compared to $17.7 million in the 2022 period, a decrease of $7.0 million, or 40%, with an EBITDA margin of 24.0% compared to 32.1% in the 2022 period. EBITDA was $22.9 million in the six months ended June 30, 2023 compared to $36.7 million in the 2022 period, a decrease of $13.8 million, or 38%, with an EBITDA margin of 25.4%

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compared to 32.9% in the 2022 period. The EBITDA margin decrease was primarily driven by the effect of the TitlePoint transaction along with higher personnel and technology-related costs.

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
	2023		2022		$		%		2023		2022		$		%
Software Solutions	$	155.5	$	148.7	$	6.8	5	%	$	305.5	$	291.2	$	14.3	5	%
Data and Analytics		33.9		37.4		(3.5)	(9)	%		67.2		74.9		(7.7)	(10)	%
Corporate and Other(1)		25.0		30.7		(5.7)	(19)	%		54.8		58.6		(3.8)	(6)	%
Total	$	214.4	$	216.8	$	(2.4)	(1)	%	$	427.5	$	424.7	$	2.8	1	%

(1) Operating expenses for Corporate and Other include equity-based compensation, including certain related payroll taxes, of $6.7 million and $13.0 million for the three months ended June 30, 2023 and 2022, respectively, and $18.3 million and $24.2 million for the six months ended June 30, 2023 and 2022, respectively.

The decrease in Operating expenses in the three months ended June 30, 2023 compared to the 2022 period was primarily driven by lower equity-based compensation expense and $3.9 million of lower expenses related to the effect of the TitlePoint transaction, partially offset by higher net personnel expenses, occupancy expenses and technology-related costs.

The increase in Operating expenses in the six months ended June 30, 2023 compared to the 2022 period was primarily driven by higher net personnel expenses, technology-related costs and occupancy expenses, partially offset by $7.8 million of lower expenses related to the effect of the TitlePoint transaction and lower equity-based compensation expense.

Depreciation and Amortization

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
	2023		2022		$		%		2023		2022		$		%
Software Solutions	$	34.0	$	35.9	$	(1.9)	(5)	%	$	68.1	$	71.0	$	(2.9)	(4)	%
Data and Analytics		3.9		4.0		(0.1)	(3)	%		7.9		7.8		0.1	1	%
Corporate and Other(1)		44.2		52.6		(8.4)	(16)	%		88.7		105.2		(16.5)	(16)	%
Total	$	82.1	$	92.5	$	(10.4)	(11)	%	$	164.7	$	184.0	$	(19.3)	(10)	%

(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.

The decrease in Depreciation and amortization in the three and six months ended June 30, 2023 compared to the 2022 periods is primarily related to $4.9 million and $9.9 million, respectively, in lower amortization relating to the change in estimated useful lives of certain origination software and specialty software solutions, including amortization included in Corporate and Other related to acquired software from prior acquisitions, and lower amortization of other intangible assets related to acquisitions. Refer to Note 2 — Condensed Consolidated Financial Statement Details in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information on the change in useful life.

Transition and Integration Costs

Transition and integration costs were $11.0 million and $16.5 million for the three and six months ended June 30, 2023, respectively, compared to $8.2 million and $15.8 million in the 2022 periods, respectively. Transition and integration costs during the 2023 periods

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primarily consisted of costs related to the ICE Transaction. Transition and integration costs in the 2022 periods also consisted of costs associated with acquisitions, including costs pursuant to purchase agreements, and costs related to the ICE Transaction.

Interest Expense, Net

Interest expense, net was $33.5 million for the three months ended June 30, 2023, compared to $22.6 million in the 2022 periods, an increase of $10.9 million, or 48%. Interest expense, net was $63.6 million for the six months ended June 30, 2023, compared to $43.7 million in the 2022 periods, an increase of $19.9 million, or 46%. The increase was primarily driven by higher interest rates on our outstanding variable rate debt and the expiration of our interest rate swaps.

Other Income (Expense), Net

Other income, net was $50.0 million and $188.0 million in the three and six months ended June 30, 2023, respectively, compared to Other expense, net of $2.4 million and $3.6 million in the 2022 periods, respectively. The 2023 amount is primarily related to the gain before tax of $145.4 million recognized for the sale of TitlePoint and an unrealized gain of $55.8 million related to accounting for our DNB investment at fair value, partially offset by legal fees. The 2022 amounts primarily relate to legal fees.

Income Tax Expense

Income tax expense was $21.2 million and $67.1 million in the three and six months ended June 30, 2023, respectively, compared to $11.6 million and $10.5 million in the 2022 periods, respectively. Our effective tax rate was 27.5% and 25.2% for the three and six months ended June 30, 2023, respectively, compared to 22.3% and 9.6% in the 2022 periods, respectively. Refer to Note 8 – Income Taxes in Item 1 of Part I of this Quarterly Report on Form 10-Q, which is incorporated by reference into this Part I Item 2 for additional information.

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,
	2023		2022		2023		2022
Equity in losses of unconsolidated affiliates, net of tax	$	(0.7)	$	(0.1)	$	(1.9)	$	(2.4)
Gain related to DNB investment, net of tax		—		—		—		305.4
Equity in (losses) earnings of unconsolidated affiliates, net of tax	$	(0.7)	$	(0.1)	$	(1.9)	$	303.0

On June 30, 2023, the agreement with certain other DNB investors expired and constituted as a loss of significant influence and we transitioned from the equity method to the fair value method of accounting. Refer to Note 3 — Investments in Item 1 of Part I of this Quarterly Report on Form 10-Q, which is incorporated by reference into this Part I Item 2 for additional information.

Liquidity and Capital Resources

Our primary sources of liquidity are our existing cash balances, cash flows from operations and borrowings on our revolving credit facility. As of June 30, 2023, we had cash of $15.9 million, outstanding debt principal of $2,459.6 million and available capacity of $648.0 million on our revolving credit facility.

As of June 30, 2023, we own 18.5 million shares of DNB common stock for an ownership interest in DNB of approximately 4% of DNB’s outstanding common stock. As of June 30, 2023, DNB’s closing share price was $11.57 and the fair value of our investment in DNB was $213.7 million before tax. Based on a statutory tax rate of 25.5%, the estimated after-tax value of our investment in DNB was $201.5 million. Refer to Note 3 — Investments in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.

Our primary cash requirements include operating expenses, debt service payments (principal and interest), capital expenditures (including software development, equipment and property related expenditures) and tax-related payments and may include business acquisitions and share repurchases.

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We believe that our cash 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, the incurrence of other indebtedness, the sale of DNB common stock, equity issuance or a combination thereof. The loss of the largest lender on our revolving credit facility would reduce our borrowing capacity by $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 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 additional equity to finance such acquisitions.

Cash Flows

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

	Six months ended June 30,
	2023		2022		Variance
Cash flows provided by operating activities	$	44.5	$	89.8	$	(45.3)
Cash flows provided by (used in) investing activities		175.2		(59.5)		234.7
Cash flows used in financing activities		(216.0)		(69.4)		(146.6)
Net increase (decrease) in cash and cash equivalents	$	3.7	$	(39.1)	$	42.8

Operating Activities

The $45.3 million decrease in cash provided by operating activities in the six months ended June 30, 2023 compared to the 2022 period is primarily related to the timing of payments for accounts payable and other liabilities and higher interest payments related to our variable rate debt outstanding.

Investing Activities

The $234.7 million change in cash related to investing activities in the six months ended June 30, 2023 compared to the 2022 period is primarily related to proceeds of $224.2 million from the TitlePoint transaction.

Financing Activities

The $146.6 million increase in cash used in financing activities in the six months ended June 30, 2023 compared to the 2022 period is primarily related to higher payments made on the Revolving Credit Facility with proceeds from the TitlePoint transaction.

Financing

Refer to Note 6 — Long-Term Debt in Item 1 of Part I of this Quarterly Report on Form 10-Q for a description of our financing arrangements.

Contractual Obligations

Our long-term contractual obligations generally include our debt and related interest payments, software subscription, cloud computing and hardware and software maintenance commitments and operating lease payments for our offices, data centers, property and equipment. 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, 2022. Our interest rate swaps represent our material off-balance sheet arrangements.

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

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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.

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, 2022, except for the change in estimated useful lives of certain software solutions as discussed in Note 2 — Condensed Consolidated Financial Statement Details in Item 1 of Part I of this Quarterly Report on Form 10-Q.

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 and variable rate debt to finance our operations.

Our Senior Notes represent our fixed-rate long-term debt. Refer to Note 6 — 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 $991.9 million as of June 30, 2023. The fair value of our Senior Notes was approximately $898.8 million as of June 30, 2023. 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.

Historically we have entered into interest rate swap agreements to hedge a portion of the forecasted monthly interest rate payments on our variable rate debt. We are exposed to interest rate risk on our variable rate debt obligations. As of June 30, 2023, we had $1,458.8 million in long-term debt principal outstanding from our Facilities, all of which is variable rate debt, as described in Note 6 — Long-Term Debt in Item 1 of Part I of this Quarterly Report on Form 10-Q.

As of June 30, 2023, the Facilities represent our long-term debt obligations exposed to interest rate risk. The 1-month SOFR was approximately 5.14% as of June 30, 2023. We performed a sensitivity analysis on the principal amount of debt as of June 30, 2023. 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 $14.8 million on an annual basis.

As of June 30, 2023, we had no outstanding interest rate swap agreements. During the six months ended June 30, 2023, the following interest rate swap agreement expired (in millions):

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

The Swap Agreements were designated as cash flow hedging instruments. A portion of the amount included in Accumulated other comprehensive loss was reclassified into Interest expense, net as a yield adjustment as interest is either paid or received on the hedged debt.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2023, under the supervision and with the participation of our Chief Executive Officer ("CEO") and President and Chief Financial Officer ("CFO"), management has evaluated the effectiveness of the design and operation of our disclosure controls and

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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 June 30, 2023, 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 were no 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 quarter ended June 30, 2023 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 9 — Commitments and Contingencies in Item 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

Below we amend and restate in their entirety the following risk factors that appeared under Item 1A- “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 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, 2022.

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 “Original Merger Agreement”) among Black Knight, Intercontinental Exchange, Inc. (“ICE”) and Sand Merger Sub Corporation, a wholly subsidiary of ICE (“Sub”), as amended by Amendment No. 1 to the Original Merger Agreement (the “Amendment” and the Original Merger Agreement, as amended by the Amendment, the “Merger Agreement”) dated as of March 7, 2023, 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”):

● 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 0.0682 (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”);

● 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

● 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.

There is a time lapse between the date on which our stockholders voted to approve the Merger Agreement (as amended by the Amendment) at the special meeting and the date on which our stockholders entitled to receive the Merger Consideration actually receive

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such consideration. The market value of ICE common stock may fluctuate during this period as a result of a variety of factors, including, without limitation, 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, a potential resurgence of 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 approved the Merger Agreement (as amended by the Amendment) at the special meeting, they did 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 certain conditions are satisfied or waived.

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 (as amended by the Amendment) 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 (this vote was obtained at the special meeting on April 28, 2023), (ii) the expiration or early termination of the waiting period applicable to the consummation of the Merger under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the absence of any law, injunction, order or other judgment, in each case whether temporary, preliminary or permanent, 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 (the amended registration statement was declared effective by the SEC on March 30, 2023), (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 and ICE, 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 Material Adverse Effect or a Parent Material Adverse Effect, respectively.

The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring at all. There can be no assurance that the conditions to the closing of the Merger will be satisfied or waived or that the Merger will be completed. Also, subject to limited exceptions, either ICE or we may terminate the Merger Agreement, if the Merger has not been consummated on or before November 4, 2023 (the “outside date”); provided that this right to terminate the Merger Agreement will not be available to a party if the failure of that party to perform any of its obligations under the Merger Agreement has been a principal cause of or resulted in the failure of the Merger to be consummated on or before that date.

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;

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● 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 certain of its notes at a redemption price equal to 101% of par value) and printing fees, whether or not the Merger is completed; and

● 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.

Similarly, delays in the completion of the Merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Merger and could materially and adversely impact each of our and ICE’s ongoing businesses, financial condition and financial results.

Regulatory clearance 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. On March 9, 2023, the United States Federal Trade Commission (the “FTC”) filed an administrative complaint challenging the Merger under the HSR Act and authorized the filing of a complaint in federal district court to pursue a preliminary injunction to prevent the consummation of the Merger pending an administrative trial, and ICE announced that ICE strongly disagrees with the FTC’s decision to challenge the ICE Transaction. On April 10, 2023, the FTC filed a parallel complaint in federal court seeking injunctive relief and seeking to block ICE and BKI from completing the Merger during the pendency of the administrative proceeding on the merits.  On April 21, 2023, the United States District Court for the Northern District of California entered a temporary restraining order that prevents ICE and BKI from consummating the Merger until 11:59 p.m. on the second business day after the Court rules on the FTC’s motion for a preliminary injunction, or a date set by the Court, whichever is later. On April 25, 2023, BKI filed its response to the FTC’s complaint generally denying the allegations and asserting several defenses. BKI also asserted a counterclaim against the FTC seeking declaratory and injunctive relief alleging violations of BKI’s constitutional rights. On July 17, 2023 the U.S. District Court granted the parties’ joint motion to continue the hearing on the preliminary injunction, which had been scheduled to commence on July 24, 2023, until August 14, 2023 to allow the FTC time to evaluate BKI’s and ICE’s proposed remedy involving the divestiture of the Empower^® LOS business and the Optimal Blue business. On July 25, 2023, the FTC withdrew the matter from adjudication within its administrative forum until August 16, 2023 to facilitate settlement discussions.

There can be no assurance as to the outcome of litigation with the FTC or that this condition to completion of the Merger will be satisfied on a timely basis or at all, and there can be no assurance that if regulatory clearance is obtained, it will not result in the imposition of conditions, limitations, obligations or restrictions that have the direct or indirect 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.  

Under the Merger Agreement, except as provided below, ICE is not obligated to agree to any structural or behavioral remedy that any government entity may seek to impose. There can be no assurance that regulators will not seek to impose any terms, conditions, limitations, obligations or costs, or restrictions (including a duty to agree to structural or behavioral relief) on the conduct of ICE’s business following the completion of the Merger (which would include Black Knight’s business) or otherwise require changes to the terms of the transactions contemplated by the Merger Agreement, or that such conditions, limitations, obligations or restrictions would not have the effect of preventing or delaying 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 reduce the anticipated benefits of the Merger if the Merger were consummated successfully within the expected timeframe.

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In addition, at any time before or after the completion of the Merger, and notwithstanding the termination of applicable waiting periods, any state attorney general could take such action under the antitrust laws as any such party deems necessary or desirable in the public interest. Such action could include, among other things, seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. In addition, in some circumstances, a third party could initiate a private action under antitrust laws challenging, seeking to enjoin, or seeking to impose conditions on the Merger.

Although ICE was not obligated under the Original Merger Agreement to litigate to defend such efforts to enjoin the transaction contemplated by the Original Merger Agreement under U.S. antitrust laws, the parties, at ICE’s option, were permitted to engage in litigation to obtain the clearances, consents, approvals and waivers under U.S. antitrust laws so as to enable the parties to close the Merger. Pursuant to the Amendment, ICE’s obligation to use its “reasonable best efforts” to obtain U.S. antitrust clearance specifically requires ICE to (1) (a) effect the transactions contemplated by the Equity Purchase Agreement (the “Empower Divestiture Agreement”) with Constellation Web Solutions Inc., a Delaware corporation and a subsidiary of Constellation Software Inc., and ICE (solely for the purposes set forth in the Empower Divestiture Agreement), and the ancillary agreements related thereto subject to the terms and conditions thereof and (b) if the Empower Divestiture Agreement is terminated for any reason prior to the earlier to occur of the closing of the Merger and the termination of the Merger Agreement and at such time ICE believes, acting reasonably and in good faith and after consultation with us, that it remains possible for the closing of the Merger to occur on or prior to the outside date, use reasonable best efforts to enter into a new agreement with a new purchaser, whose acquisition of the Empower ^® business and the Empower^® business products would not raise material antitrust concerns, and consummate the transactions contemplated thereby providing for the divestiture of the Empower^® business and the Empower^®  business products, and (2) litigate against any governmental entity or private party challenging the Merger transactions under any U.S. antitrust law in any litigation, action or proceeding that seeks to prevent, materially impede or materially delay the consummation of the Merger and seek to have vacated, lifted, reversed or overturned any injunction or order that prohibits, prevents or restricts the consummation of the Merger. ICE and Black Knight may not prevail and may incur significant costs in defending or settling any such action.  

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or  “non-Rule10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

(a) Exhibits

Exhibit
No.	Description
2.1	Equity Purchase Agreement, dated as of July 14, 2023, by and among Project Badger Holdco Inc., Black Knight Inc. and, solely for the purposes set forth therein, Intercontinental Exchange, Inc. (incorporated by reference to Exhibit 2.1 to Form 8-K filed by Black Knight, Inc. on July 17, 2023 (No. 001-37394))
10.1	Amendment No. 1, dated as of June 21, 2023, to the Second Amended and Restated Credit and Guaranty Agreement by and among Black Knight Infoserv, LLC, a Delaware limited liability company, as the borrower, JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed by Black Knight, Inc. on June 26, 2023 (No. 001-37394))
10.2*	Form of Notice of Restricted Stock Unit and Restricted Stock Unit Award Agreement (Directors) under Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan
10.3*	Form of Notice of Restricted Stock Unit and Restricted Stock Unit Award Agreement (Directors) under Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan
10.4*	Amendment No. 1 to Notice of Restricted Stock Grant and Restricted Stock Award Agreement (Named Executive Officers) (2021 Grant)
10.5*	Amendment No. 1 to Notice of Restricted Stock Grant and Restricted Stock Award Agreement (Named Executive Officers) (2022 Grant)
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.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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

* Included herewith.

** Furnished herewith in accordance with Item 601(a)(5) of Regulation S-K.

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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.

	BLACK KNIGHT, INC.
	(registrant)
Date: August 3, 2023	By:	/s/ Kirk T. Larsen
		Kirk T. Larsen
		President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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EX-10.2

Exhibit 10.2

Black Knight, Inc.

Amended and Restated 2015 Omnibus Incentive Plan

Notice of Restricted Stock Grant

You (the “Grantee”) have been granted the following award of restricted Shares of common stock (the “Restricted Stock”), par value $0.0001 per share (the “Shares”), by Black Knight, Inc. (the “Company”), pursuant to the Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan (the “Plan”) and the terms set forth in the attached Restricted Stock Award Agreement:

Name of Grantee:	Participant Name
Number of Shares of Restricted Stock Granted:	Number of Awards Granted
Effective Date of Grant:	Grant Date
Vesting and Period of Restriction:	Subject to the terms of the Plan and the Restricted Stock Award Agreement attached hereto, the Period of Restriction shall lapse, and the Shares shall vest and become free of the forfeiture provisions contained in the Restricted Stock Award Agreement, with respect to 100% of the shares on the earliest to occur of (i) the first anniversary of the Effective Date of Grant, (ii) the date of the Company’s 2024 Annual Meeting of Shareholders and (iii) a Change in Control (such earliest date, the “Vesting Date”).

By your electronic acceptance/signature below, you agree and acknowledge that the Restricted Stock is granted under and governed by the terms and conditions of the Plan and the attached Restricted Stock Award Agreement, which are incorporated herein by reference, and that you have been provided with a copy of the Plan and Restricted Stock Award Agreement. If you have not accepted or declined this Restricted Stock Grant, including the terms of this Notice and Restricted Stock Award Agreement, prior to the Vesting Date, you are hereby advised and acknowledge that you shall be deemed to have accepted the terms of this Notice and Restricted Stock Award Agreement on such Vesting Date.

Black Knight, Inc.

Amended and Restated 2015 Omnibus Incentive Plan

Restricted Stock Award Agreement

(Directors)

Section 1. GRANT OF RESTRICTED STOCK

(a) Restricted Stock.  On the terms and conditions set forth in the Notice of Restricted Stock Grant (the “Notice”) and this Restricted Stock Award Agreement (the “Agreement”), the Company grants to the Grantee on the Effective Date of Grant the Shares of Restricted Stock (the “Restricted Stock”) set forth in the Notice.

(b) Plan and Defined Terms.  The Restricted Stock is granted pursuant to the Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan (the “Plan”).  All terms, provisions, and conditions applicable to the Restricted Stock set forth in the Plan and not set forth herein are hereby incorporated by reference herein.  To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will govern.  All capitalized terms that are used in the Notice or this Agreement and not otherwise defined therein or herein shall have the meanings ascribed to them in the Plan.

Section 2. FORFEITURE AND TRANSFER RESTRICTIONS

(a) Forfeiture.  Except as otherwise provided Section 2(d) or in the Grantee’s employment, director services or similar agreement in effect at the time of the termination:

(i)If the Grantee’s employment or service as a Director or Consultant is terminated for any reason other than death, or Disability (as defined below), the Grantee shall, for no consideration, forfeit to the Company the Shares of Restricted Stock to the extent such Shares are subject to a Period of Restriction at the time of such termination.

(ii)If the Grantee’s employment or service as a Director or Consultant is terminated due to the Grantee’s death or Disability, a portion of the Shares which on the date of termination remain subject to a Period of Restriction shall vest and become free of the forfeiture and transfer restrictions contained in the Agreement.   The portion which shall vest shall be determined by the following formula (rounded to the nearest whole Share):

(A x B) – C, where

A = the total number of Shares granted under this Agreement,

B = the number of completed months to the date of termination since the Effective Date of Grant divided by 12, and

C = the number of Shares granted under this Agreement which vested on or prior to the date of termination.

All Shares that are subject to a Period of Restriction on the date of termination of employment or service as a Director or Consultant and which will not be vested pursuant to Section 2(a)(ii) above, shall be forfeited to the Company, for no consideration.  

(iii)The term “Disability” shall have the meaning ascribed to such term in the Grantee’s employment, director services or similar agreement with the Company. If the Grantee’s employment, director services or similar agreement does not define the term “Disability,” or if the Grantee has not entered into an employment, director services or similar agreement with the Company or any Subsidiary, the term “Disability” shall mean the Grantee is (or, if the Grantee were a participant, would be) entitled to long-term disability benefits pursuant to the long-term disability plan maintained by the Company or in which the Company’s employees participate.

(b) Transfer Restrictions.  During the Period of Restriction, the Restricted Stock may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of, to the extent such Shares are subject to a Period of Restriction.  

(c) Lapse of Restrictions.  The Period of Restriction shall lapse as to the Restricted Stock in accordance with the Notice and the terms of this Agreement.  Subject to the terms of the Plan and Section 6(a) hereof, upon lapse of the Period of Restriction, the Grantee shall own the Shares that are subject to this Agreement free of all restrictions.

Section 3. STOCK CERTIFICATES

As soon as practicable following the grant of Restricted Stock, the Shares of Restricted Stock shall be registered in the Grantee’s name in certificate or book-entry form.  If a certificate is issued, it shall bear an appropriate legend referring to the restrictions and it shall be held by the Company, or its agent, on behalf of the Grantee until the Period of Restriction has lapsed.  If the Shares are registered in book-entry form, the restrictions shall be placed on the book-entry registration.  The Grantee may be required to execute and return to the Company a blank stock power for each Restricted Stock certificate (or instruction letter, with respect to Shares registered in book-entry form), which will permit transfer to the Company, without further action, of all or any portion of the Restricted Stock that is forfeited in accordance with this Agreement.

Section 4. SHAREHOLDER RIGHTS

Except for the transfer and dividend restrictions, and subject to such other restrictions, if any, as determined by the Committee, the Grantee shall have all other rights of a holder of Shares, including the right to vote (or to execute proxies for voting) such Shares.  Unless otherwise determined by the Committee, if all or part of a dividend in respect of the Restricted Stock is paid in Shares or any other security issued by the Company, such Shares or other securities shall be held by the Company subject to the same restrictions as the Restricted Stock in respect of which the dividend was paid.

Section 5. DIVIDENDS

(a) Any dividends paid with respect to Shares which remain subject to a Period of Restriction shall not be paid to the Grantee but shall be held by the Company.

(b) Such held dividends shall be subject to the same Period of Restriction as the Shares to which they relate.

(c) Any dividends held pursuant to this Section 5 which are attributable to Shares which vest pursuant to this Agreement shall be paid to the Grantee within 30 days of the applicable vesting date.

(d) Dividends attributable to Shares forfeited pursuant to Section 2 of this Agreement shall be forfeited to the Company on the date such Shares are forfeited.

Section 6. MISCELLANEOUS PROVISIONS

(a) Tax Withholding.  Pursuant to Article 20 of the Plan, the Committee shall have the power and right to deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to satisfy any federal, state and local taxes (including the Grantee’s FICA obligations) required by law to be withheld with respect to this Award.  The Committee may condition the delivery of Shares upon the Grantee’s satisfaction of such withholding obligations.  The Grantee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory withholding (based on minimum statutory withholding rates for federal, state and local tax purposes, as applicable, including payroll taxes) that could be imposed on the transaction, and, to the extent the Committee so permits, amounts in excess of the minimum statutory withholding to the extent it would not result in additional accounting expense.  Such election shall be irrevocable, made in writing, signed by the Grantee, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

(b) Confidential Information.  Grantee will occupy a position of trust and confidence and will have access to and learn substantial information about the Company and its affiliates and their respective operations that is confidential or not generally known in the industry including, without limitation, information that relates to purchasing, sales, customers, marketing, and the financial positions and financing arrangements of the Company

and its affiliates.  Grantee agrees that all such information is proprietary or confidential, or constitutes trade secrets and is the sole property of the Company and/or its affiliates, as the case may be.  Grantee will keep confidential and, outside the scope of Grantee’s duties and responsibilities with the Company and its affiliates, will not reproduce, copy or disclose to any other person or firm, any such information or any documents or information relating to the Company’s or its affiliates’ methods, processes, customers, accounts, analyses, systems, charts, programs, procedures, correspondence or records, or any other documents used or owned by the Company or any of its affiliates, nor will Grantee advise, discuss with or in any way assist any other person, firm or entity in obtaining or learning about any of the items described in this section.  Accordingly, during such time as Grantee is employed by or provides services as a Director or Consultant to the Company and at all times thereafter Grantee will not disclose, or permit or encourage anyone else to disclose, any such information, nor will Grantee utilize any such information, either alone or with others, outside the scope of Grantee’s duties and responsibilities with the Company and its affiliates.

(c) Ratification of Actions.  By accepting this Agreement, the Grantee and each person claiming under or through the Grantee shall be conclusively deemed to have indicated the Grantee’s acceptance and ratification of, and consent to, any action taken under the Plan or this Agreement and Notice by the Company, the Board or the Committee.

(d) Notice.  Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid.  Notice shall be addressed to the Company at its principal executive office and to the Grantee at the address that he or she most recently provided in writing to the Company.

(e) Choice of Law.  This Agreement and the Notice shall be governed by, and construed in accordance with, the laws of Florida, without regard to any conflicts of law or choice of law rule or principle that might otherwise cause the Plan, this Agreement or the Notice to be governed by or construed in accordance with the substantive law of another jurisdiction.

(f) Arbitration.  Subject to, and in accordance with the provisions of Article 3 of the Plan, any dispute or claim arising out of or relating to the Plan, this Agreement or the Notice shall be settled by binding arbitration before a single arbitrator in Jacksonville, Florida and in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  The arbitrator shall decide any issues submitted in accordance with the provisions and commercial purposes of the Plan, this Agreement and the Notice, provided that all substantive questions of law shall be determined in accordance with the state and federal laws applicable in Florida, without regard to internal principles relating to conflict of laws.

(g) Modification or Amendment.  This Agreement may only be modified or amended by written agreement executed by the parties hereto; provided, however, that the adjustments permitted pursuant to Section 4.3 of the Plan may be made without such written agreement.

(h) Severability.  In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.

(i) References to Plan.  All references to the Plan shall be deemed references to the Plan as may be amended from time to time.

(j) Section 409A Compliance.  To the extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Code Section 409A and any related regulations or other guidance promulgated with respect to such Section by the U.S.  Department of the Treasury or the Internal Revenue Service and the Plan and the Award Agreement shall be interpreted accordingly.

EX-10.3

Exhibit 10.3

Black Knight, Inc.

Amended and Restated 2015 Omnibus Incentive Plan

Notice of Restricted Stock Unit Grant

(Subject to Time-Based Restrictions)

You (the “Grantee”) have been granted the following restricted stock units (“Restricted Stock Units” or “RSUs”), by Black Knight, Inc. (the “Company”), pursuant to the Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan (the “Plan”).  Each RSU represents the right to receive, in accordance with the attached Restricted Stock Unit Award Agreement, one share of common stock of the Company, having a par value of $0.0001 per share (a “Share”).

Name of Grantee:	Participant Name
Total Number of RSUs:	Number of Awards Granted
Effective Date of Grant:	Grant Date
Period of Restriction and Vesting:	Subject to the terms of the Plan and the attached Restricted Stock Unit Award Agreement, the Period of Restriction shall lapse, and the RSUs shall vest on the earliest to occur of (i) the first anniversary of the Effective Date of Grant, (ii) the date of the Company’s 2024 Annual Meeting of Shareholders and (iii) a Change in Control (such earliest date, the “Vesting Date”).
RSU Settlement Date	Subject to the terms of the Plan and the attached Restricted Stock Unit Award Agreement, as soon as practicable (and in all events within 30 days) after the Grantee’s Separation from Service (as that term is defined in the attached Restricted Stock Unit Award Agreement), one Share will be issued for each Restricted Stock Unit Award that vests.

By your electronic acceptance/signature, you agree and acknowledge that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and the attached Restricted Stock Unit Award Agreement, which are incorporated herein by reference, and that you have been provided with a copy of the Plan and the Restricted Stock Unit Award Agreement and the Appendices to the Restricted Stock Unit Award Agreement.  If you have not accepted or declined this Restricted Stock Unit Award, including the terms of this Notice and Restricted Stock Award Agreement, prior to the Vesting Date, you are hereby advised and acknowledge that you shall be deemed to have accepted the terms of this Notice and Restricted Stock Award Agreement on such Vesting Date.

Black Knight, Inc.

Amended and Restated 2015 Omnibus Incentive Plan

Restricted Stock Unit Award Agreement

(Subject to Time-Based Restrictions)

Section 1. GRANT OF RESTRICTED STOCK UNITS

(a) Restricted Stock Units.  On the terms and conditions set forth in the attached Notice of Restricted Stock Unit Grant (the “Notice”), which is incorporated by reference, and this Restricted Stock Unit Award Agreement (this “Agreement”), the Company grants to the Grantee on the Effective Date of Grant the number of Restricted Stock Units set forth in the Notice.

(b) Unsecured Obligation.  Unless and until the Restricted Stock Units have vested in the manner set forth in Sections 2(a) and 2(b) of this Agreement, the Grantee will have no right to receive Shares under any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust.  

(c) Plan and Defined Terms.  The Restricted Stock Units are granted pursuant to the Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan (the “Plan”).  All terms, provisions, and conditions applicable to the Restricted Stock Units set forth in the Plan and not set forth herein are hereby incorporated by reference herein.  To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will govern.  All capitalized terms that are used in the Notice or this Agreement and not otherwise defined therein or herein shall have the meanings ascribed to them in the Plan.

Section 2. VESTING, FORFEITURE AND TRANSFER RESTRICTIONS

(a) Vesting.  Subject to Section 2(b) below, the Period of Restriction shall lapse as to the applicable Restricted Stock Units in accordance with the Notice.  

(b) Forfeiture.  Except as otherwise provided in Grantee’s employment, director services or similar agreement in effect at the time of the termination:

(i)If the Grantee experiences a “separation from service” (as that term is used in Section 409A (as defined below), a “Separation from Service”) for any reason other than death or Disability (as defined below), the Grantee shall, for no consideration, forfeit the Restricted Stock Units to the extent such Restricted Stock Units are unvested at the time of such Separation from Service.

(ii)If the Grantee experiences a Separation from Service due to the Grantee’s death or Disability, a portion of the Restricted Stock Units which on the date of such Separation from Service is unvested shall vest and become free of the forfeiture restrictions contained in this Agreement. The portion which shall vest shall be determined by the following formula (rounded up to the nearest whole Share):

(A x B) – C, where

A = the total number of Restricted Stock Units granted under this Agreement,

B = the number of completed months to the date of termination since the Effective Date of Grant divided by 12, and

C = the number of Restricted Stock Units granted under this Agreement which vested on or prior to the date of termination.

All Restricted Stock Units that are unvested on the date of the Grantee’s Separation from Service and which do not become vested pursuant to Section 2(b)(ii) above, shall be forfeited for no consideration.  

The term “Disability” shall have the meaning ascribed to such term in the Grantee’s employment, director services or similar agreement with the Company. If the Grantee’s employment, director services or similar

agreement does not define the term “Disability,” or if the Grantee has not entered into an employment, director services or similar agreement with the Company or any Subsidiary, the term “Disability” shall mean the Grantee is (or, if the Grantee were a participant, would be) entitled to long-term disability benefits pursuant to the long-term disability plan maintained by the Company or in which the Company’s employees participate.

Section 3. TRANSFERABILITY OF RESTRICTED STOCK UNITS.  The Restricted Stock Units shall not be transferable by the Grantee other than by will or the laws of descent and distribution.  

Section 4. ISSUANCE OF SHARES  

If the Restricted Stock Units vest as provided under Section 2(a) and/or 2(b) of this Agreement, then as soon as administratively practicable following the Grantee’s Separation from Service, but in no event later than 30 days after such Separation from Service, the Company shall deliver to the Grantee a number of Shares equal to the number of vested Restricted Stock Units as determined by Sections 2(a) and/or 2(b) above.

Section 5. MISCELLANEOUS PROVISIONS

(a) Acknowledgements.  The Grantee hereby acknowledges that he or she has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their respective terms and conditions.  The Grantee acknowledges that there may be tax consequences upon the grant, vesting or settlement of the Restricted Stock Units and that the Grantee should consult an independent tax advisor with respect to such grant.

(b) Taxes.  Pursuant to Article 20 of the Plan, if the Grantee is an employee, the Committee shall have the power and right to deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to satisfy any federal, state and local taxes required by law to be withheld with respect to this Award.  The Grantee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory withholding (based on minimum statutory withholding rates for federal, state and local tax purposes, as applicable, including payroll taxes) that could be imposed on the transaction, and, to the extent the Committee so permits, amounts in excess of the minimum statutory withholding to the extent it would not result in additional accounting expense. Such election shall be irrevocable, made in writing, signed by the Grantee, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. Notwithstanding the foregoing, if the Grantee is an employee who is subject to Section 16 of the Exchange Act, the Company will withhold in Shares otherwise issuable to the Grantee upon settlement of the Restricted Stock Units, unless the use of such withholding method is prevented by applicable laws or has materially adverse accounting or tax consequences, in which case the withholding obligation may be satisfied by one or a combination of the methods set forth above.

The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Grantee fails to comply with his or her obligations in connection with the tax withholding contemplated above.

The Restricted Stock Units are intended to comply with Section 409A of the Code (together with any U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”) and the terms of the Plan, the Notice and this Agreement shall be interpreted and construed consistent with such intent. Notwithstanding any other provision of the Plan, the Notice or this Agreement, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify the Grantee or any other person for failure to do so) to adopt such amendments to the Plan, the Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate for this Award to comply with the requirements of Section 409A or to mitigate any liability under Section 409A if compliance is not feasible.  Notwithstanding anything to the contrary in the Notice or this Agreement, if the Grantee is a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)), any Share issuance or payments pursuant to the Notice or this Agreement due to the Grantee’s Separation from Service shall be delayed until the first business day following the expiration of the six month period following the Grantee’s Separation from Service (or until the Grantee’s death, if earlier) to

the extent required to avoid incurring accelerated taxation or penalties under Section 409A.  The Company will have no liability to the Grantee or any other party if the Restricted Stock Units do not comply with Section 409A or for any action taken by the Committee with respect thereto.

(c) Confidential Information.  Grantee will occupy a position of trust and confidence and will have access to and learn substantial information about the Company and its affiliates and their respective operations that is confidential or not generally known in the industry including, without limitation, information that relates to purchasing, sales, customers, marketing, and the financial positions and financing arrangements of the Company and its affiliates.  Grantee agrees that all such information is proprietary or confidential, or constitutes trade secrets and is the sole property of the Company and/or its affiliates, as the case may be.  Grantee will keep confidential and, outside the scope of Grantee’s duties and responsibilities with the Company and its affiliates, will not reproduce, copy or disclose to any other person or firm, any such information or any documents or information relating to the Company’s or its affiliates’ methods, processes, customers, accounts, analyses, systems, charts, programs, procedures, correspondence or records, or any other documents used or owned by the Company or any of its affiliates, nor will Grantee advise, discuss with or in any way assist any other person, firm or entity in obtaining or learning about any of the items described in this section.  Accordingly, during such time as Grantee is employed by or provides services as a Director or Consultant to the Company and at all times thereafter Grantee will not disclose, or permit or encourage anyone else to disclose, any such information, nor will Grantee utilize any such information, either alone or with others, outside the scope of Grantee’s duties and responsibilities with the Company and its affiliates.

(d) Dividend Equivalents.  The Grantee shall also be entitled to Dividend Equivalents with respect to the Restricted Stock Units.  If the Company declares a normal dividend on its Shares and the record date of such dividend is prior to the earlier of the date the Restricted Stock Units (i) are converted into Shares or (ii) terminate, the Participant shall receive a Dividend Equivalent equal to such normal dividend for each outstanding Restricted Stock Unit.  Any such Dividend Equivalents shall be accumulated (without interest) and shall be subject to the same terms and conditions as are applicable to the Restricted Stock Units to which the Dividend Equivalents relate, including, without limitation, the restrictions on transfer, forfeiture, vesting and payment provisions contained in this Agreement.  Any earned Dividend Equivalents, if any, shall be paid either in cash or by issuance of a number of Shares having a value equal to the amount of cash that would be paid if the Dividend Equivalent were settled in cash, rounding down to the nearest whole share, as determined by the Board or the Committee in its sole discretion, with such payment or issuance of Shares occurring on the date Shares are issued in respect of the Restricted Stock Units to which the Dividend Equivalents relate.

(e) Rights as a Stockholder. Neither the Grantee nor any person claiming under or through the Grantee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder, unless and until such Shares have been recorded on the records of the Company, or its transfer agents or registrars, and delivered to the Grantee.  After such recordation and delivery, the Grantee will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

(f) Ratification of Actions.  By accepting this Agreement, the Grantee and each person claiming under or through the Grantee shall be conclusively deemed to have indicated the Grantee’s acceptance and ratification of, and consent to, any action taken under the Plan or this Agreement and Notice by the Company, the Board or the Committee.

(g) Notice.  Any notice required by the terms of this Agreement shall be given in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by an internationally recognized overnight courier, by facsimile, by email, or by registered or certified mail, return receipt requested and postage prepaid. Notices shall be addressed to the Company at its principal executive office and to the Grantee at the address that he or she most recently provided in writing to the Company.

(h) Choice of Law.  This Agreement and the Notice shall be governed by, and construed in accordance with, the laws of Delaware, without regard to any conflicts of law or choice of law rule or principle that might otherwise cause the Plan, this Agreement or the Notice to be governed by or construed in accordance with the substantive law of another jurisdiction.

(i) Arbitration.  Subject to Section 3 of the Plan, any dispute or claim arising out of or relating to the Plan, this Agreement or the Notice shall be settled by binding arbitration before a single arbitrator in Jacksonville, Florida and in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  The arbitrator shall decide any issues submitted in accordance with the provisions and commercial purposes of the Plan, this Agreement and the Notice, provided that all substantive questions of law shall be determined in accordance with the state and federal laws applicable in Delaware, without regard to internal principles relating to conflict of laws.  

(j) Modification or Amendment.  This Agreement may only be modified or amended by written agreement executed by the parties hereto; provided, however, that the adjustments permitted pursuant to Section 4.3 of the Plan may be made without such written agreement.

(k) Severability.  In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.

(l) References to Plan.  All references to the Plan (or to a Section or Article of the Plan) shall be deemed references to the Plan (or the Section or Article) as may be amended from time to time.

(m) No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding participation in the Plan, or the Grantee’s acquisition or sale of the underlying Shares.  The Grantee acknowledges that he or she should consult with his or her own personal tax, legal and financial advisors regarding participation in the Plan and grant of Restricted Stock Units.

(n) Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units or the Plan by electronic means or request the Grantee’s consent to participate in the Plan by electronic means.  The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or a third party designated by the Company.

(o) Imposition of Other Requirements.  The Company reserves the right to impose other requirements on the Grantee’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

(p) Waiver. The Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee or any other Grantee.

(q) Agreement.  The Grantee’s acceptance of the Restricted Stock Units by accepting the Restricted Stock Units following such procedures as established by the Company (including an online acceptance process) constitute the Grantee’s agreement to be bound by the terms and conditions of this Agreement and the Plan.

(r) Adjustments Upon Specified Events. The Committee may accelerate the vesting of the Restricted Stock Units in such circumstances as it, in its sole discretion, may determine. The Grantee acknowledges that the Restricted Stock Units are subject to adjustment, modification and termination in certain events as provided in Section 4.3 of the Plan.

(s) Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if the Grantee is subject to Section 16 of the Exchange Act, then the Plan, the Restricted Stock Units and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

(t) Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. This Agreement shall be binding upon the Grantee and his or her heirs, executors, administrators, successors and assigns, as applicable.

(u) Captions. Captions are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

EX-10.4

Exhibit 10.4

AMENDMENT NO. 1 TO

NOTICE OF RESTRICTED STOCK GRANT

AND RESTRICTED STOCK AWARD AGREEEMENT

THIS AMENDMENT NO. 1 TO NOTICE OF RESTRICTED STOCK GRANT AND RESTRICTED STOCK AWARD AGREEMENT (the “Amendment”) is effective as of June 30, 2023, by and between Black Knight, Inc., a Delaware corporation (the “Company”), and [NAME] (“Grantee”) and amends that certain Notice of Restricted Stock Grant and Restricted Stock Award Agreement (Subject to Time-Based Restriction and Performance Restriction) (the “Agreement”) between the Company and Grantee with an Effective Date of Grant of March 10, 2021, which was issued under the Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan (the “Plan”). The Company and Grantee hereby agree that the Agreement and the Plan are in full force and effect as of the date hereof and the terms and conditions of the Agreement and the Plan are incorporated herein by reference, except as specifically amended below.  In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. The Vesting and Period of Restriction, as set forth in the Notice of Restricted Stock Grant of the Agreement, is deleted in its entirety and replaced with the below:

Vesting and Period of Restriction: Subject to the terms of the Plan and the Restricted Stock Award Agreement attached hereto, the Period of Restriction shall lapse, and the Shares shall vest and become free of the forfeiture provisions contained in the Restricted Stock Award Agreement, with respect to one-third of the shares on each of the first, second, and fourth anniversaries of the Effective Date of Grant, subject to satisfaction of the applicable Performance Restriction as set forth on Exhibit A of the Restricted Stock Award Agreement, attached hereto.

2. Exhibit A to the Agreement is deleted in its entirety and replaced with the below:

“EXHIBIT A

Vesting and Restrictions

This grant is subject to both Performance Restrictions and Time-Based Restrictions, as described below. The period between the Effective Date of Grant and the applicable Vesting Date of a Share of Restricted Stock is the “Period of Restriction” for such Share of Restricted Stock.

Time-Based Restrictions

In order for the Restricted Stock to vest on any Vesting Date, in addition to satisfying the applicable Performance-Based Restrictions (described below), the Grantee must satisfy the continued service conditions set forth in Section 2 of the Agreement (the “Time-Based Restrictions”) as of the applicable Anniversary Date.

Performance Restrictions

In order for the Restricted Stock to vest on any Vesting Date, the Compensation Committee of the Board of Directors of the Company (the “Committee”) must determine that the Company has achieved the applicable Performance Restriction for the applicable Measurement Period, as more specifically set forth below. Adjusted EBITDA shall be defined as net earnings from continuing operations, with adjustments to reflect the addition or elimination of certain statement of earnings items including, but not limited to, (i) depreciation and amortization; (ii) impairment charges; (iii) interest expense, net; (iv) income tax expense; (v) other expense, net; (vi) equity in losses of unconsolidated affiliates, net of tax; (vii) deferred revenue purchase accounting adjustment; (viii) equity-based compensation, including certain related payroll taxes; (ix) costs associated with debt and/or equity offerings, including the spin-off of Black Knight from Fidelity National Financial, Inc.; (x) spin-off related transition costs; (xi) acquisition-related costs, including costs pursuant to purchase agreements; (xii) costs associated with expense reduction initiatives; and (xiii) costs associated with executive transition, together with any other adjustments that the Company may include in its presentation of Adjusted EBITDA to investors. Final calculations of our achievement of the Performance Restrictions are subject to adjustment for acquisitions, divestitures, major restructuring charges, and non-budgeted discontinued operations, as well as variances as a result of the market or legislative effect on origination and default volumes. The Committee will evaluate whether the Performance Restriction has been achieved following the completion of the Measurement Period; provided, however, that to the extent not already achieved, all Performance Restrictions shall be deemed to be achieved upon the consummation of a Change in Control.

Anniversary Date	% of Restricted Stock	Performance Restriction	Measurement Period	Vesting Date
First (1st) anniversary of the Effective Date of Grant.	33.34%	Adjusted EBITDA equal to or greater than $609.9 million ACHIEVED	January 1, 2021 through December 31, 2021	The later of the first (1st) Anniversary Date or the date the Committee determines the applicable Performance Restriction has been achieved.*
Second (2nd) anniversary of the Effective Date of Grant.	33.33%	Adjusted EBITDA equal to or greater than 2021 fiscal year Adjusted EBITDA ACHIEVED	January 1, 2022 through December 31, 2022	The later of the second (2nd) Anniversary Date or the date the Committee determines the applicable Performance Restriction has been achieved.*

2

Anniversary Date	% of Restricted Stock	Performance Restriction	Measurement Period	Vesting Date
Fourth (4th) anniversary of the Effective Date of Grant	33.33%	Adjusted EBITDA equal to or greater than 2022 fiscal year Adjusted EBITDA THE PERFORMANCE RESTRICTION WAS WAIVED BY THE COMMITTEE ON JUNE 30, 2023	January 1, 2023 through December 31, 2023	The later of the fourth (4th) Anniversary Date or the date the Committee determines the applicable Performance Restriction has been achieved.* THE PERFORMANCE RESTRICTION WAS WAIVED BY THE COMMITTEE ON JUNE 30, 2023

*The date the Committee determines the applicable Performance Restriction has been achieved shall be the date the Committee approves the achievement of the applicable Performance Restriction based upon a report from the Company’s Chief Financial Officer based upon the Company’s audited financial statements for the Measurement Period.

Vesting

If the applicable Performance Restriction and Time-Based Restriction has been achieved as of a Vesting Date, the percentage of the Restricted Stock indicated on the row for such Vesting Date in the table above shall vest. If the Performance Restriction is not achieved during the applicable Measurement Period, the percentage of the Restricted Stock indicated on the row for such Vesting Date in the table above shall not vest and, for no consideration, will be automatically forfeited to the Company.”

Signature page follows.

3

IN WITNESS WHEREOF the parties have executed this Amendment to be effective as of the date first set forth above.

BLACK KNIGHT, INC.

By:  __________________________

Colleen E. Haley

Its:    SVP and Corporate Secretary

EMPLOYEE:

______________________________

4

EX-10.5

Exhibit 10.5

AMENDMENT NO. 1 TO

NOTICE OF RESTRICTED STOCK GRANT

AND RESTRICTED STOCK AWARD AGREEEMENT

THIS AMENDMENT NO. 1 TO NOTICE OF RESTRICTED STOCK GRANT AND RESTRICTED STOCK AWARD AGREEMENT (the “Amendment”) is effective as of June 30, 2023, by and between Black Knight, Inc., a Delaware corporation (the “Company”), and [NAME] (“Grantee”) and amends that certain Notice of Restricted Stock Grant and Restricted Stock Award Agreement (Subject to Time-Based Restriction and Performance Restriction) (the “Agreement”) between the Company and Grantee with an Effective Date of Grant of March 10, 2022, which was issued under the Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan (the “Plan”). The Company and Grantee hereby agree that the Agreement and the Plan are in full force and effect as of the date hereof and the terms and conditions of the Agreement and the Plan are incorporated herein by reference, except as specifically amended below.  In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. The Vesting and Period of Restriction, as set forth in the Notice of Restricted Stock Grant of the Agreement, is deleted in its entirety and replaced with the below:

Vesting and Period of Restriction: Subject to the terms of the Plan and the Restricted Stock Award Agreement attached hereto, the Period of Restriction shall lapse, and the Shares shall vest and become free of the forfeiture provisions contained in the Restricted Stock Award Agreement, with respect to one-third of the shares on the first anniversary of the Effective Date of Grant and with respect to two-thirds of the shares on the third anniversary of the Effective Date of Grant, subject to satisfaction of the applicable Performance Restriction as set forth on Exhibit A of the Restricted Stock Award Agreement, attached hereto.

2. Exhibit A to the Agreement is deleted in its entirety and replaced with the below:

“EXHIBIT A

Vesting and Restrictions

This grant is subject to both Performance Restrictions and Time-Based Restrictions, as described below. The period between the Effective Date of Grant and the applicable Vesting Date of a Share of Restricted Stock is the “Period of Restriction” for such Share of Restricted Stock.

Time-Based Restrictions

In order for the Restricted Stock to vest on any Vesting Date, in addition to satisfying the applicable Performance-Based Restrictions (described below), the Grantee must satisfy the continued service conditions set forth in Section 2 of the Agreement (the “Time-Based Restrictions”) as of the applicable Anniversary Date.

Performance Restrictions

In order for the Restricted Stock to vest on any Vesting Date, the Compensation Committee of the Board of Directors of the Company (the “Committee”) must determine that the Company has achieved the applicable Performance Restriction for the applicable Measurement Period, as more specifically set forth below. Adjusted EBITDA shall be defined as net earnings from continuing operations, with adjustments to reflect the addition or elimination of certain statement of earnings items including, but not limited to, (i) depreciation and amortization; (ii) impairment charges; (iii) interest expense, net; (iv) income tax expense; (v) other expense, net; (vi) equity in losses of unconsolidated affiliates, net of tax; (vii) deferred revenue purchase accounting adjustment; (viii) equity-based compensation, including certain related payroll taxes; (ix) costs associated with debt and/or equity offerings, including the spin-off of Black Knight from Fidelity National Financial, Inc.; (x) spin-off related transition costs; (xi) acquisition-related costs, including costs pursuant to purchase agreements; (xii) costs associated with expense reduction initiatives; and (xiii) costs associated with executive transition, together with any other adjustments that the Company may include in its presentation of Adjusted EBITDA to investors. Final calculations of our achievement of the Performance Restrictions are subject to adjustment for acquisitions, divestitures, major restructuring charges, and non-budgeted discontinued operations, as well as variances as a result of the market or legislative effect on origination and default volumes. The Committee will evaluate whether the Performance Restriction has been achieved following the completion of the Measurement Period; provided, however, that to the extent not already achieved, all Performance Restrictions shall be deemed to be achieved upon the consummation of a Change in Control.

Anniversary Date	% of Restricted Stock	Performance Restriction	Measurement Period	Vesting Date
First (1st) anniversary of the Effective Date of Grant.	33.34%	Adjusted EBITDA equal to or greater than $724.2 million ACHIEVED	January 1, 2022 through December 31, 2022	The later of the first (1st) Anniversary Date or the date the Committee determines the applicable Performance Restriction has been achieved.*

2

Anniversary Date	% of Restricted Stock	Performance Restriction	Measurement Period	Vesting Date
Third (3rd) anniversary of the Effective Date of Grant.	33.33%	Adjusted EBITDA equal to or greater than 2022 fiscal year Adjusted EBITDA THE PERFORMANCE RESTRICTION WAS WAIVED BY THE COMMITTEE ON JUNE 30, 2023	January 1, 2023 through December 31, 2023	The later of the third (3rd) Anniversary Date or the date the Committee determines the applicable Performance Restriction has been achieved.* THE PERFORMANCE RESTRICTION WAS WAIVED BY THE COMMITTEE ON JUNE 30, 2023
Third (3rd) anniversary of the Effective Date of Grant	33.33%	Adjusted EBITDA equal to or greater than 2023 fiscal year Adjusted EBITDA	January 1, 2024 through December 31, 2024	The later of the third (3rd) Anniversary Date or the date the Committee determines the applicable Performance Restriction has been achieved.*

*The date the Committee determines the applicable Performance Restriction has been achieved shall be the date the Committee approves the achievement of the applicable Performance Restriction based upon a report from the Company’s Chief Financial Officer based upon the Company’s audited financial statements for the Measurement Period.

Vesting

If the applicable Performance Restriction and Time-Based Restriction has been achieved as of a Vesting Date, the percentage of the Restricted Stock indicated on the row for such Vesting Date in the table above shall vest. If the Performance Restriction is not achieved during the applicable Measurement Period, the percentage of the Restricted Stock indicated on the row for such Vesting Date in the table above shall not vest and, for no consideration, will be automatically forfeited to the Company.”

Signature page follows.

3

IN WITNESS WHEREOF the parties have executed this Amendment to be effective as of the date first set forth above.

BLACK KNIGHT, INC.

By:  __________________________

Colleen E. Haley

Its:    SVP and Corporate Secretary

EMPLOYEE:

______________________________

4

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Joseph M. Nackashi, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Black Knight, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 3, 2023

By:	/s/ Joseph M. Nackashi
	Joseph M. Nackashi
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Kirk T. Larsen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Black Knight, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 3, 2023

By:	/s/ Kirk T. Larsen
	Kirk T. Larsen
	President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO 18 U.S.C. §1350

The undersigned hereby certifies that he is the duly appointed and acting Chief Executive Officer of Black Knight, Inc., a Delaware corporation (the “Company”), and hereby further certifies as follows.

1. The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

2. The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.

In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.

Date: August 3, 2023

By:	/s/ Joseph M. Nackashi
	Joseph M. Nackashi
	Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO 18 U.S.C. §1350

The undersigned hereby certifies that he is the duly appointed and acting President and Chief Financial Officer of Black Knight, Inc., a Delaware corporation (the “Company”), and hereby further certifies as follows.

1. The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

2. The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.

In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.

Date: August 3, 2023

By:	/s/ Kirk T. Larsen
	Kirk T. Larsen
	President and Chief Financial Officer

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Jul. 31, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-37394
Entity Registrant Name	Black Knight, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-5265638
Entity Address, Address Line One	601 Riverside Avenue
Entity Address, City or Town	Jacksonville
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32204
City Area Code	904
Local Phone Number	854-5100
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	BKI
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		156,758,741
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001627014

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 15.9	$ 12.2
Trade receivables, net	205.4	193.5
Prepaid expenses and other current assets	147.7	132.1
Receivables from related parties	$ 0.0	$ 0.1
Other receivable after allowance for credit loss current related party type extensible enumeration	Related Party	Related Party
Current assets held for sale	$ 0.0	$ 5.8
Total current assets	369.0	343.7
Property and equipment, net	129.2	143.0
Software, net	424.9	443.7
Other intangible assets, net	408.8	470.1
Goodwill	3,747.8	3,747.8
Investments	224.1	171.0
Deferred contract costs, net	189.2	192.6
Other non-current assets	275.5	246.2
Non-current assets held for sale	0.0	73.5
Total assets	5,768.5	5,831.6
Current liabilities:
Trade accounts payable and other accrued liabilities	68.9	66.5
Income taxes payable	23.4	28.4
Accrued compensation and benefits	70.9	82.8
Current portion of debt	43.8	33.6
Deferred revenues	50.3	59.9
Total current liabilities	257.3	271.2
Deferred revenues	31.1	42.4
Deferred income taxes	204.9	227.5
Long-term debt, net of current portion	2,401.9	2,621.7
Other non-current liabilities	46.4	47.9
Total liabilities	2,941.6	3,210.7
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests	43.4	47.6
Equity:
Common stock; $0.0001 par value; 550,000,000 shares authorized; 160,040,598 shares issued and 156,759,534 shares outstanding as of June 30, 2023, and 160,040,598 shares issued and 155,930,399 shares outstanding as of December 31, 2022	0.0	0.0
Preferred stock; $0.0001 par value; 25,000,000 shares authorized; issued and outstanding, none as of June 30, 2023 and December 31, 2022	0.0	0.0
Additional paid-in capital	1,363.7	1,398.2
Retained earnings	1,609.4	1,417.1
Accumulated other comprehensive loss	(2.1)	(6.3)
Treasury stock, at cost, 3,281,064 shares as of June 30, 2023 and 4,110,199 shares as of December 31, 2022	(187.5)	(235.7)
Total shareholders' equity	2,783.5	2,573.3
Total liabilities, redeemable noncontrolling interests and shareholders' equity	$ 5,768.5	$ 5,831.6

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Condensed Consolidated Balance Sheets
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	550,000,000	550,000,000
Common stock, shares issued (in shares)	160,040,598	160,040,598
Common stock, shares outstanding (in shares)	156,759,534	155,930,399
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	25,000,000	25,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in share)	0	0
Treasury stock (in shares)	3,281,064	4,110,199

XML

Condensed Consolidated Statements of Earnings and Comprehensive Earnings - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Condensed Consolidated Statements of Earnings and Comprehensive Earnings
Revenues	$ 368.2	$ 394.5	$ 750.4	$ 781.7
Expenses:
Operating expenses	214.4	216.8	427.5	424.7
Depreciation and amortization	82.1	92.5	164.7	184.0
Transition and integration costs	11.0	8.2	16.5	15.8
Total expenses	307.5	317.5	608.7	624.5
Operating income (loss)	60.7	77.0	141.7	157.2
Other income and expense:
Interest expense, net	(33.5)	(22.6)	(63.6)	(43.7)
Other income (expense), net	50.0	(2.4)	188.0	(3.6)
Total other income (expense), net	16.5	(25.0)	124.4	(47.3)
Earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates	77.2	52.0	266.1	109.9
Income tax expense	21.2	11.6	67.1	10.5
Earnings before equity in (losses) earnings of unconsolidated affiliates	56.0	40.4	199.0	99.4
Equity in (losses) earnings of unconsolidated affiliates, net of tax	(0.7)	(0.1)	(1.9)	303.0
Net earnings	55.3	40.3	197.1	402.4
Net losses attributable to redeemable noncontrolling interests				2.5
Net earnings attributable to Black Knight	55.3	40.3	197.1	404.9
Other comprehensive (losses) earnings:
Unrealized holding gains (losses), net of tax(1)		2.3	(0.1)	6.6
Reclassification adjustments for (gains) losses included in net earnings, net of tax(2)	(0.3)	2.0	(1.5)	5.2
Total unrealized (losses) gains on interest rate swaps, net of tax	(0.3)	4.3	(1.6)	11.8
Foreign currency translation adjustment, net of tax(3)		(0.4)		(0.6)
Unrealized (losses) gains on investments in unconsolidated affiliates, net of tax(4)	6.0	(2.4)	5.8	0.8
Other comprehensive (losses) earnings	5.7	1.5	4.2	12.0
Comprehensive earnings	61.0	41.8	201.3	414.4
Net losses attributable to redeemable noncontrolling interests				2.5
Comprehensive earnings attributable to Black Knight	$ 61.0	$ 41.8	$ 201.3	$ 416.9
Net earnings per share attributable to Black Knight common shareholders:
Basic	$ 0.36	$ 0.26	$ 1.27	$ 2.62
Diluted	$ 0.35	$ 0.26	$ 1.27	$ 2.60
Weighted average shares of common stock outstanding (see Note 4):
Basic	155.0	154.5	154.8	154.4
Diluted	155.9	155.6	155.7	155.5

XML

Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Derivatives qualifying as hedges, tax expense (benefit)		$ 0.9		$ 2.3
Reclassification adjustment from AOCI on derivatives, tax expense (benefit)	$ 0.1	(0.7)	$ 0.5	1.8
Foreign currency translation adjustment, tax		0.2		0.2
Unrealized gains (losses) on investments in unconsolidated affiliates, tax	2.0	$ (0.8)	2.0	$ 0.3
Maximum
Derivatives qualifying as hedges, tax expense (benefit)	$ 0.1		$ 0.1

XML

Condensed Consolidated Statements of Equity - USD ($) shares in Millions, $ in Millions	Common stock	Additional paid-in capital	Retained earnings	Accumulated other comprehensive loss	Treasury stock	Redeemable noncontrolling interests	Total
Beginning balance at Dec. 31, 2021		$ 1,410.9	$ 968.2	$ (17.5)	$ (271.2)	$ 1,188.8	$ 2,090.4
Beginning balance (shares) at Dec. 31, 2021	160.0				4.7
Increase (Decrease) in Stockholders' Equity [Roll Forward]
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)			$ 50.8
Grant of restricted shares of common stock (in shares)					(0.9)
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			$ (8.8)
Vesting of restricted shares granted from treasury stock (in shares)					0.2
Equity-based compensation expense		23.6					23.6
Net earnings (losses)			404.9			(2.5)	404.9
Equity-based compensation expense of unconsolidated affiliates			(4.9)				(4.9)
Foreign currency translation adjustment				(0.6)			(0.6)
Unrealized gains (losses) on interest rate swaps, net				11.8			11.8
Other comprehensive gains (loss) on investments in unconsolidated affiliates				0.8			0.8
Other		2.2					2.2
Ending balance at Jun. 30, 2022		1,367.8	1,368.2	(5.5)	$ (230.4)	47.4	2,500.1
Ending balance (shares) at Jun. 30, 2022	160.0				4.0
Beginning balance at Dec. 31, 2021		1,410.9	968.2	(17.5)	$ (271.2)	1,188.8	2,090.4
Beginning balance (shares) at Dec. 31, 2021	160.0				4.7
Ending balance at Dec. 31, 2022		1,398.2	1,417.1	(6.3)	$ (235.7)	47.6	2,573.3
Ending balance (shares) at Dec. 31, 2022	160.0				4.1
Beginning balance at Mar. 31, 2022		1,364.8	1,327.4	(7.0)	$ (234.2)	40.2	2,451.0
Beginning balance (shares) at Mar. 31, 2022	160.0				4.1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
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			$ (4.2)
Grant of restricted shares of common stock (in shares)					(0.1)
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 (losses)			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 (losses) on interest rate swaps, net				4.3			4.3
Other comprehensive gains (loss) on investments in unconsolidated affiliates				(2.4)			(2.4)
Other		1.4					1.4
Ending balance at Jun. 30, 2022		1,367.8	1,368.2	(5.5)	$ (230.4)	47.4	2,500.1
Ending balance (shares) at Jun. 30, 2022	160.0				4.0
Beginning balance at Dec. 31, 2022		1,398.2	1,417.1	(6.3)	$ (235.7)	47.6	2,573.3
Beginning balance (shares) at Dec. 31, 2022	160.0				4.1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC		4.2				(4.2)	4.2
Grant of restricted shares of common stock		(58.6)			$ 58.6
Grant of restricted shares of common stock (in shares)					(1.0)
Forfeitures of restricted shares of common stock		2.6			$ (2.6)
Forfeitures of restricted shares of common stock (shares)					0.1
Tax withholding payments for restricted share vesting		(8.4)					(8.4)
Vesting of restricted shares granted from treasury stock		7.8			$ (7.8)
Vesting of restricted shares granted from treasury stock (in shares)					0.1
Equity-based compensation expense		17.9					17.9
Net earnings (losses)			197.1				197.1
Equity-based compensation expense of unconsolidated affiliates			(4.8)				(4.8)
Unrealized gains (losses) on interest rate swaps, net				(1.6)			(1.6)
Other comprehensive gains (loss) on investments in unconsolidated affiliates				5.8			5.8
Ending balance at Jun. 30, 2023		1,363.7	1,609.4	(2.1)	$ (187.5)	43.4	2,783.5
Ending balance (shares) at Jun. 30, 2023	160.0				3.3
Beginning balance at Mar. 31, 2023		1,358.1	1,559.3	(7.8)	$ (186.4)	41.8	2,723.2
Beginning balance (shares) at Mar. 31, 2023	160.0				3.2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco, LLC		(1.6)				1.6	(1.6)
Grant of restricted shares of common stock		0.6			$ (0.6)
Forfeitures of restricted shares of common stock		1.2			$ (1.2)
Forfeitures of restricted shares of common stock (shares)					0.1
Tax withholding payments for restricted share vesting		(0.5)					(0.5)
Vesting of restricted shares granted from treasury stock		0.5			$ (0.5)
Equity-based compensation expense		6.6					6.6
Net earnings (losses)			55.3				55.3
Equity-based compensation expense of unconsolidated affiliates			(5.2)				(5.2)
Unrealized gains (losses) on interest rate swaps, net				(0.3)			(0.3)
Other comprehensive gains (loss) on investments in unconsolidated affiliates				6.0			6.0
Ending balance at Jun. 30, 2023		$ 1,363.7	$ 1,609.4	$ (2.1)	$ (187.5)	$ 43.4	$ 2,783.5
Ending balance (shares) at Jun. 30, 2023	160.0				3.3

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net earnings	$ 197.1	$ 402.4
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	164.7	184.0
Amortization of debt issuance costs and original issue discount	2.0	1.9
Gain related to the TitlePoint transaction	(145.4)	0.0
Unrealized gain related to investment in DNB	(55.8)	0.0
Deferred income taxes, net	(21.8)	(144.9)
Equity in losses (earnings) of unconsolidated affiliates, net of tax	1.9	(303.0)
Equity-based compensation	17.9	23.6
Changes in assets and liabilities:
Trade receivables, including receivables from related parties	(11.7)	(17.4)
Prepaid expenses and other assets	(42.3)	(28.1)
Deferred contract costs	(18.3)	(21.7)
Deferred revenues	(20.9)	(15.3)
Trade accounts payable and other liabilities	(22.9)	8.3
Net cash provided by operating activities	44.5	89.8
Cash flows from investing activities:
Additions to property and equipment	(4.1)	(11.8)
Additions to software	(44.9)	(43.7)
Proceeds from the TitlePoint transaction	224.2	0.0
Other investing activities	0.0	(4.0)
Net cash provided by (used in) investing activities	175.2	(59.5)
Cash flows from financing activities:
Revolver borrowings	250.3	585.8
Revolver payments	(443.3)	(195.1)
Term loan payments	(14.4)	(14.4)
Payments made for redeemable noncontrolling interests	0.0	(433.5)
Tax withholding payments for restricted share vesting	(8.4)	(11.0)
Finance lease payments	0.0	(0.8)
Other financing activities	(0.2)	(0.4)
Net cash used in financing activities	(216.0)	(69.4)
Net increase (decrease) in cash and cash equivalents	3.7	(39.1)
Cash and cash equivalents, beginning of period	12.2	77.1
Cash and cash equivalents, end of period	$ 15.9	$ 38.0

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Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Supplemental cash flow information:
Interest paid, net	$ (59.1)	$ (41.9)
Income taxes paid, net	$ (94.9)	$ (124.3)

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Basis of Presentation and Overview

6 Months Ended

Jun. 30, 2023

Basis of Presentation and Overview

Basis of Presentation and Overview

(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") 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 and Form 10-K/A for the year ended December 31, 2022 filed with the Securities and Exchange Commission ("SEC") on February 28, 2023 and March 24, 2023, respectively, and other filings with the SEC.

Description of Business

We are a premier provider of integrated, innovative, mission-critical, high-performance software solutions, data and analytics to the U.S. mortgage and real estate markets. Our mission is to transform the markets we serve by delivering innovative solutions that are integrated across the homeownership lifecycle and 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 and its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Where our ownership interest in a consolidated subsidiary is less than 100%, the 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 loss of these non-wholly owned subsidiaries is reported in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) as an adjustment to our net earnings to arrive at Net earnings attributable to Black Knight.

Redeemable Noncontrolling Interests

Prior to February 15, 2022, we owned 60% of Optimal Blue Holdco, LLC (“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. The cash portion of the consideration is included as a financing cash outflow on the Condensed Consolidated Statements of Cash Flows (Unaudited) and was 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. Since February 15, 2022, we own 100% of the Class A units of Optimal Blue Holdco.

As of June 30, 2023 and December 31, 2022, redeemable noncontrolling interests were $43.4 million and $47.6 million, respectively, related to the Optimal Blue Holdco profits interests units (“OB PIUs”).  Refer to Note 11 – Equity for additional information.

Reporting Segments

We conduct our operations through two reporting segments: (1) Software Solutions and (2) Data and Analytics. Refer to Note 12 — Segment Information for additional information.

Merger Agreement

On May 4, 2022, we entered into a definitive agreement to be acquired by Intercontinental Exchange, Inc. (“ICE”) (the “Original Merger Agreement”) a leading global provider of data, technology, and market infrastructure. On March 7, 2023, we entered into Amendment No. 1 to the Original Merger Agreement (the “Amendment” and the Original Merger Agreement, as amended by the Amendment, the “Merger Agreement”), which provides for, among other things, a reduction in the merger consideration, valuing Black Knight at $75.00 per share, or a market value of $11.7 billion, with consideration in the form of a mix of approximately $68.00 per share in cash and stock with an exchange ratio of 0.0682 based on ICE’s 10-day volume weighted average price as of March 3, 2023 of $102.62 (the “ICE Transaction”). As under the Original Merger Agreement, 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 based on an average of ICE’s 10-day volume weighted average prices for the period ended three trading days prior to closing. The ICE Transaction is expected to close in the third or fourth quarter of 2023, subject to regulatory clearance and the satisfaction of customary closing conditions. The ICE Transaction has been approved by the Boards of Directors of Black Knight and ICE and the shareholders of Black Knight.

Completion of the ICE Transaction is subject to the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). On March 9, 2023, the United States Federal Trade Commission (the “FTC”) filed an administrative complaint challenging the ICE Transaction under the HSR Act and authorized the filing of a complaint in federal district court to pursue a preliminary injunction to prevent the consummation of the ICE Transaction pending an administrative trial, and ICE announced that ICE strongly disagrees with the FTC’s decision to challenge the ICE Transaction. On April 10, 2023, the FTC filed a parallel complaint in federal court seeking injunctive relief and seeking to block ICE and BKI from completing the ICE Transaction during the pendency of the administrative proceeding on the merits. Refer to Note 9 – Commitments and Contingencies for additional information.

Divestiture Agreements

In connection with entering into the Amendment, on March 7, 2023, we entered into an Equity Purchase Agreement (the “Empower Divestiture Agreement”) with Constellation Web Solutions Inc., a subsidiary of Constellation Software Inc. (“Constellation”) and (solely for the purposes set forth in the Empower Divestiture Agreement) ICE, pursuant to which, after the closing of the ICE Transaction, Constellation will purchase our Empower^® LOS business, including its Exchange^SM, LendingSpace and AIVA solutions (the “Empower Divestiture Transaction”).

On July 14, 2023, we entered into an Equity Purchase Agreement (the “OB Divestiture Agreement”) with Project Badger Holdco Inc., a Delaware corporation and subsidiary of Constellation, and (solely for the purposes set forth in the OB Divestiture Agreement) ICE, pursuant to which, after the closing of the ICE Transaction, Constellation will purchase our Optimal Blue business (the “OB Divestiture Transaction”).

Each of the Empower Divestiture Agreement and the OB Divestiture Agreement was entered into specifically to address certain alleged antitrust concerns raised by the FTC in connection with the ICE Transaction and each is subject to customary closing conditions, including but not limited to the prior completion of the ICE Transaction.

TitlePoint Transaction

On November 18, 2022, we entered into a definitive agreement to sell our TitlePoint line of business (“TitlePoint”) within our Data and Analytics reporting segment to an affiliate of Fidelity National Financial, Inc. (“FNF”) for $225 million in cash, subject to a customary working capital adjustment. In connection with the contribution of Property Insight, LLC, which included TitlePoint, by affiliates of FNF to an affiliate of Black Knight in 2014, FNF had the right to repurchase TitlePoint in the event of a change in control of Black Knight. In connection with the proposed ICE Transaction, FNF notified us of its desire to repurchase TitlePoint. The TitlePoint transaction closed on January 1, 2023 and we recognized a gain before tax of $145.4 million in Other income (expense), net in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited).

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Condensed Consolidated Financial Statement Details

6 Months Ended

Jun. 30, 2023

Condensed Consolidated Financial Statement Details

Condensed Consolidated Financial Statement Details

(2)Condensed Consolidated Financial Statement Details

Cash and Cash Equivalents

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

	June 30, 2023		December 31, 2022
Cash	$	15.4	$	4.3
Cash equivalents		0.5		7.9
Cash and cash equivalents	$	15.9	$	12.2

Trade Receivables, Net

A summary of Trade receivables, net of allowance for credit losses consist of the following (in millions):

	June 30, 2023		December 31, 2022
Trade receivables — billed	$	159.8	$	150.4
Trade receivables — unbilled		52.3		48.0
Trade receivables		212.1		198.4
Allowance for credit losses		(6.7)		(4.9)
Trade receivables, net	$	205.4	$	193.5

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in millions):

	June 30, 2023		December 31, 2022
Prepaid expenses	$	86.5	$	83.0
Contract assets, net		33.6		24.8
Income tax receivables		14.9		12.5
Other current assets		12.7		11.8
Prepaid expenses and other current assets	$	147.7	$	132.1

Other Non-Current Assets

Other non-current assets consist of the following (in millions):

	June 30, 2023		December 31, 2022
Contract assets, net	$	138.9	$	107.9
Property records database		60.5		60.5
Right-of-use assets		21.3		24.8
Deferred compensation plan related assets		26.6		23.4
Contract credits		23.5		23.2
Prepaid expenses		3.2		4.4
Other		1.5		2.0
Other non-current assets	$	275.5	$	246.2

Trade Accounts Payable and Other Accrued Liabilities

Trade accounts payable and other accrued liabilities consist of the following (in millions):

	June 30, 2023		December 31, 2022
Trade accounts payable	$	8.9	$	11.0
Lease liabilities, current		8.3		8.7
Other taxes payable and accrued		6.8		6.1
Accrued interest		15.7		12.6
Accrued client liabilities		2.6		2.6
Other		26.6		25.5
Trade accounts payable and accrued liabilities	$	68.9	$	66.5

Deferred Revenues

Revenues recognized related to the amount included in the Deferred revenues balance at the beginning of each year were $17.4 million and $20.6 million during the three months ended June 30, 2023 and 2022, respectively, and $39.4 million and $41.5 million during the six months ended June 30, 2023 and 2022, respectively.

Depreciation and Amortization

Depreciation and amortization consist of the following (in millions):

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Other intangible assets	$	30.5	$	36.8	$	61.3	$	73.6
Software		31.9		35.6		63.7		71.1
Property and equipment		8.5		9.7		18.0		19.6
Deferred contract costs		11.2		10.4		21.7		19.7
Total	$	82.1	$	92.5	$	164.7	$	184.0

In January 2023, we completed an assessment of the useful lives of certain software solutions. Due to investments in the software and changes in technology, we increased the estimated useful lives of certain origination and specialty servicing software solutions from 5 years to 7 years. This change in accounting estimate was effective January 1, 2023 and was applied prospectively. Based on the carrying amount of these software solutions as of December 31, 2022, the effect of this change in estimate for the three and six months ended June 30, 2023 was a decrease in software amortization of $4.9 million and $9.9 million, respectively, which resulted in an increase in operating income of $4.9 million and $9.9 million, respectively, and net earnings attributable to Black Knight of $3.7 million and $7.4 million, or $0.02 and $0.05 per basic and diluted share, respectively, based on our statutory income tax rate.

Other Non-Current Liabilities

Other non-current liabilities consist of the following (in millions):

	June 30, 2023		December 31, 2022
Lease liabilities, non-current	$	13.2	$	17.4
Deferred compensation plan		23.1		21.4
Other		10.1		9.1
Other non-current liabilities	$	46.4	$	47.9

A

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Investments

6 Months Ended

Jun. 30, 2023

Investments

Investments

(3)Investments

DNB is a leading global provider of business decisioning data and analytics. On February 15, 2022, we exchanged 36.4 million shares of DNB common stock in connection with our acquisition of the remaining Class A units in Optimal Blue Holdco 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 period ended on February 14, 2022. We recognized a gain of $305.4 million, net of tax of $102.6 million, related to this transaction. As of June 30, 2023, we owned 18.5 million shares of DNB common stock for an ownership interest of approximately 4% of DNB’s outstanding common stock.

Prior to June 30, 2023, we accounted for our investment under the equity method because we had significant influence over DNB primarily through a combination of an agreement with certain other DNB investors pursuant to which we agreed to collectively vote together on matters related to the election of DNB directors for a period of three years following the initial public offering of DNB and our investment. The agreement with certain other DNB investors provided that no investors were required to vote to extend an individual’s election term beyond DNB’s 2023 annual shareholder meeting, which was held on June 15, 2023. The voting agreement expired on June 30, 2023.

As of June 30, 2023, we no longer have significant influence over DNB and we account for our DNB investment at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 321: Investments – Equity Securities (“ASC 321”). As a result of the change in accounting method, we recorded an unrealized gain of $55.8 million in Other income (expense), net in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) for the three and six months ended June 30, 2023. As of June 30, 2023, the fair value of our investment in DNB was $213.7 million based on DNB’s closing share price of $11.57 on June 30, 2023 and is included in Investments in our Condensed Consolidated Balance Sheets (Unaudited). Based on a statutory tax rate of 25.5%, the estimated after-tax value of our investment in DNB was $201.5 million.

During the three and six months ended June 30, 2023, we received quarterly cash dividends of $0.9 million and $1.8 million, respectively, related to our ownership in DNB common stock. The cash dividend reduced the carrying value of our DNB investment since it was received before we transitioned to accounting for our investment under ASC 321. On July 26, 2023, DNB declared a cash dividend of $0.05 per share payable on September 21, 2023 to DNB’s shareholders of record as of September 7, 2023.

Prior to accounting for our DNB investment at fair value as of June 30, 2023, 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,
	2023		2022		2023		2022
Equity in losses of unconsolidated affiliates, net of tax	$	(0.7)	$	(0.1)	$	(1.9)	$	(2.4)
Gain related to DNB investment, net of tax		—		—		—		305.4
Equity in (losses) earnings of unconsolidated affiliates, net of tax	$	(0.7)	$	(0.1)	$	(1.9)	$	303.0

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Earnings Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share

Earnings Per Share

(4)Earnings Per Share

Diluted net earnings per share includes the effect of unvested restricted stock awards, restricted stock unit awards (“RSUs”) and OB PIUs. The following table sets forth the computation of basic and diluted net earnings per share (in millions, except per share amounts):

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Basic:
Net earnings attributable to Black Knight	$	55.3	$	40.3	$	197.1	$	404.9
Shares used for basic net earnings per share:
Weighted average shares of common stock outstanding		155.0		154.5		154.8		154.4
Basic net earnings per share	$	0.36	$	0.26	$	1.27	$	2.62
Diluted:
Net earnings attributable to Black Knight	$	55.3	$	40.3	$	197.1	$	404.9
Shares used for diluted net earnings per share:
Weighted average shares of common stock outstanding		155.0		154.5		154.8		154.4
Dilutive effect of unvested restricted shares of common stock and OB PIUs		0.9		1.1		0.9		1.1
Weighted average shares of common stock, diluted		155.9		155.6		155.7		155.5
Diluted net earnings per share	$	0.35	$	0.26	$	1.27	$	2.60

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Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

Related Party Transactions

(5)Related Party Transactions

Our service arrangements with related parties are priced within the range of prices we offer to third parties. We believe the amounts earned from or charged by us under each of the following arrangements are fair and reasonable. 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

Prior to June 30, 2023, DNB was considered to be a related party primarily due to the combination of accounting for our investment in DNB as an equity method investment and our Executive Chairman, who is also the Chief Executive Officer of DNB. As of June 30, 2023, we no longer have significant influence over DNB and we account for our DNB investment at fair value in accordance with ASC 321. Refer to Note 3 — Investments for additional information. As of June 30, 2023, DNB is no longer considered to be a related party. Below is a summary of related party agreements and transactions with DNB prior to June 30, 2023.

In 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 jointly market certain solutions and data.

We have a services agreement with DNB that is cancellable upon mutual agreement. Pursuant to the agreement, we provide DNB certain support services in exchange for fees in an amount of our cost plus a 10% markup.

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

	December 31, 2022
Receivables from related parties	$	0.1
Prepaid expenses and other current assets		2.3
Deferred revenues (current)		6.2

The following is a summary of amounts related to agreements with DNB included in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) (in millions):

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Revenues	$	1.8	$	3.0	$	3.5	$	4.0
Operating expenses		1.2		1.2		2.4		2.3

During the three and six months ended June 30, 2023, we received quarterly cash dividends of $0.9 million and $1.8 million, respectively, from DNB. Refer to Note 3 – Investments for additional information.

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Long-Term Debt

6 Months Ended

Jun. 30, 2023

Long-Term Debt

Long-Term Debt

(6)Long-Term Debt

Long-term debt consists of the following (in millions):

	June 30, 2023		December 31, 2022
Term A Loan	$	1,106.8	$	1,121.2
Revolving Credit Facility		352.0		545.0
Senior Notes		1,000.0		1,000.0
Other		0.8		5.0
Total long-term debt principal		2,459.6		2,671.2
Less: current portion of long-term debt		(43.8)		(33.6)
Long-term debt before debt issuance costs and discount		2,415.8		2,637.6
Less: debt issuance costs and discount		(13.9)		(15.9)
Long-term debt, net of current portion	$	2,401.9	$	2,621.7

As of June 30, 2023, principal maturities are as follows (in millions):

2023	$	15.1
2024		57.5
2025		57.5
2026		1,329.5
2027		—
Thereafter		1,000.0
Total	$	2,459.6

Credit Agreement

In 2021, our indirect subsidiary Black Knight Infoserv, LLC (“BKIS”) entered into a second amended and restated credit and guaranty agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto and the other agents and lenders party thereto. The Credit Agreement provides for (i) 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, collectively, the “Facilities”).

As of June 30, 2023, the interest rate for the Facilities was based on the Eurodollar rate plus a margin of 150 basis points and was approximately 6.7%. As of June 30, 2023, we had $648.0 million unused capacity on the Revolving Credit Facility, and the unused commitment fee was 20 basis points.

On June 21, 2023, BKIS entered into Amendment No. 1 to the Credit Agreement to make conforming changes related to the transition to the Secured Overnight Financing Rate (“SOFR”) due to the cessation of LIBOR. As of July 1, 2023, the interest rate for the Facilities bear interest based on the sum of the 1-month Term SOFR, a spread adjustment of 0.11448% and a margin of 150 basis points and was approximately 6.8%.

The Facilities are guaranteed by BKIS’s wholly-owned domestic restricted subsidiaries, as defined by the 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.

The remaining principal balance of the Term A Loan and any outstanding loans under the Revolving Credit Facility are due upon maturity on March 10, 2026.

Senior Notes

On August 26, 2020, BKIS 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 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. The obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by the same guarantors that guarantee the Credit Agreement (collectively, the “Guarantors”). The Senior Notes are effectively subordinated to any obligations that are secured, including obligations under the Credit Agreement, to the extent of 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.

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 as of June 30, 2023. The fair value of our Senior Notes as of June 30, 2023 was $898.8 million compared to its carrying value of $991.9 million, net of original issue discount and debt issuance costs.

Interest Rate Swaps

We have entered into interest rate swap agreements to hedge forecasted monthly interest rate payments on our floating rate debt. As of June 30, 2023, we had no outstanding interest rate swap agreements (collectively, the "Swap Agreements").

During the six months ended June 30, 2023, the following interest rate swap agreements expired (in millions):

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

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

	June 30, 2023		December 31, 2022
Other current assets	$	—	$	2.2

A cumulative gain of $2.2 million ($1.6 million net of tax) is reflected in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets (Unaudited) as of December 31, 2022. Below is a summary of the effect of derivative instruments on amounts recognized in Other comprehensive (losses) earnings ("OCE") on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) (in millions):

	Three months ended June 30,
	2023				2022
			Amount of gain reclassified				Amount of loss reclassified
	Amount of gain		from Accumulated OCE		Amount of gain		from Accumulated OCE
	recognized in OCE		into Net earnings		recognized in OCE		into Net earnings
Swap agreements	$	—	$	(0.3)	$	2.3	$	2.0

	Six months ended June 30,
	2023				2022
			Amount of gain reclassified				Amount of loss reclassified
	Amount of loss		from Accumulated OCE		Amount of gain		from Accumulated OCE
	recognized in OCE		into Net earnings		recognized in OCE		into Net earnings
Swap agreements	$	(0.1)	$	(1.5)	$	6.6	$	5.2

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Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Measurements

Fair Value Measurements

(7)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:

o quoted prices for similar assets or liabilities in active markets;

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

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

o 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 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 fair value of 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, 2023								December 31, 2022
	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)	$	15.9	$	15.9	$	—	$	—	$	12.2	$	12.2	$	—	$	—
Interest rate swaps (Note 6)		—		—		—		—		2.2		—		2.2		—
Investment in DNB (Note 3)		213.7		213.7		—		—		—		—		—		—
Liabilities:
Contingent consideration		0.3		—		—		0.3		0.7		—		—		0.7
Redeemable noncontrolling interests		43.4		—		—		43.4		47.6		—		—		47.6

As of June 30, 2023, our investment in DNB is recorded at fair value based on DNB’s closing share price on June 30, 2023. Refer to Note 3 – Investments for additional information.

The fair value of Redeemable noncontrolling interests and Contingent consideration was primarily determined based on significant estimates and assumptions, including Level 3 inputs. The estimates and assumptions include the projected timing and amount of 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.

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

Beginning balance, December 31, 2022	$	48.3
Contingent consideration adjustments related to prior year acquisition		(0.4)
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco		(4.2)
Ending balance, June 30, 2023	$	43.7

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Income Taxes

6 Months Ended

Jun. 30, 2023

Income Taxes

Income Taxes

(8)Income Taxes

Our effective tax rate was 27.5% and 25.2% for the three and six months ended June 30, 2023, respectively. Our effective tax rate differs from our statutory rate primarily due to the effect of transaction costs partially offset by research and experimentation tax credits.

Our effective tax rate was 22.3% and 9.6% for the three and six months ended June 30, 2022, respectively. Our effective tax rate for the three months ended June 30, 2022 differs from our statutory rate primarily due to the effect of research and experimentation tax credits. 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.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies.

Commitments and Contingencies

(9)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 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") 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 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, 2020. The trial court’s order compelling arbitration was confirmed by the Florida First District Court of Appeal on January 6, 2021.

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 final arbitration hearing on both Black Knight’s trade secret case and PennyMac’s antitrust case has concluded, and we currently expect the arbitrator’s final decision to be issued in the fourth quarter of 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.

FTC Litigation regarding ICE Transaction

On March 9, 2023, the FTC filed a complaint under its administrative court, styled In the Matter of Intercontinental Exchange, Inc. and Black Knight, Inc., seeking to block the ICE Transaction and alleging that ICE’s proposed acquisition of BKI violates Section 5 of the FTC Act, 15 U.S.C. § 45, and if consummated would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the FTC Act by harming competition and leading to higher costs for lenders and buyers.  Because both ICE and BKI each own software tools known

as loan origination systems (“LOS”) used by mortgage lenders to manage the mortgage loan origination process, and each own product pricing and eligibility engines (“PPE”), which is software that integrates with an LOS and is used by lenders to obtain and lock in the best interest rates for a borrower, the FTC alleges that the merger would harm competition for these products and result in increased costs, which would eventually be passed on to buyers. Furthermore, the FTC alleges that, because ICE and BKI offer other ancillary services in addition to PPEs, which rely on LOS integration, the proposed merger would disadvantage additional competing ancillary service providers by diverting business to those provided by ICE.  

To remedy any hypothetical competitive harm resulting from the proposed merger, on March 7, 2023, ICE and BKI agreed to sell BKI’s Empower^® LOS and certain related services to a technology company, Constellation Web Solutions, Inc., a subsidiary of Constellation Software, Inc. (“Constellation”), and on July 14, 2023, ICE and BKI agreed to sell BKI’s Optimal Blue business, including its PPE product, to a subsidiary of Constellation.

On April 10, 2023, the FTC filed a parallel complaint in federal court seeking injunctive relief, styled Federal Trade Commission v. Intercontinental Exchange, Inc. and Black Knight, Inc., pending in the United States District Court, Northern District of California, San Francisco Division.  The FTC seeks a preliminary injunction to block ICE and BKI from completing the ICE Transaction during the pendency of the administrative proceeding on the merits.  On April 21, 2023, the District Court entered a temporary restraining order that prevents ICE and BKI from consummating the ICE Transaction until 11:59 p.m. on the second business day after the Court rules on the FTC’s motion for a preliminary injunction, or a date set by the Court, whichever is later. On April 25, 2023, BKI filed its response to the FTC’s complaint generally denying the allegations and asserting several defenses. BKI also asserted a counterclaim against the FTC seeking declaratory and injunctive relief alleging violations of BKI’s constitutional rights. On July 17, 2023 the U.S. District Court granted the parties’ joint motion to continue the hearing on the preliminary injunction, which had been scheduled to commence on July 24, 2023, until August 14, 2023 to allow the FTC time to evaluate BKI’s and ICE’s proposed remedy involving the divestiture of the Empower^® LOS business and the Optimal Blue business. On July 25, 2023, the FTC withdrew the matter from adjudication within its administrative forum until August 16, 2023 to facilitate settlement discussions. There can be no assurance as to the outcome of litigation with the FTC or that regulatory clearance for the ICE Transaction will be received on a timely basis or at all.

As this case continues to evolve, it is not possible to reasonably estimate the probability that the parties will ultimately reach settlement or that the FTC will ultimately prevail on its claims. Should the parties not reach a settlement, we intend to vigorously defend against the claims of the FTC.

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 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 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.

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Revenues

6 Months Ended

Jun. 30, 2023

Revenues.

Revenues

(10)Revenues

Disaggregation of Revenues

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

	Three months ended June 30, 2023
	Servicing		Origination		Software		Data and
	Software		Software(1)		Solutions		Analytics		Total
Software solutions	$	203.3	$	86.3	$	289.6	$	8.8	$	298.4
Professional services		18.2		11.3		29.5		0.8		30.3
Data solutions		—		1.6		1.6		34.4		36.0
Other		—		2.9		2.9		0.6		3.5
Revenues	$	221.5	$	102.1	$	323.6	$	44.6	$	368.2

	Three months ended June 30, 2022
	Servicing		Origination		Software		Data and
	Software		Software(1)		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

	Six months ended June 30, 2023
	Servicing		Origination		Software		Data and
	Software		Software(1)		Solutions		Analytics		Total
Software solutions	$	408.4	$	188.2	$	596.6	$	18.4	$	615.0
Professional services		34.2		21.4		55.6		1.6		57.2
Data solutions		—		3.1		3.1		67.3		70.4
Other		—		5.0		5.0		2.8		7.8
Revenues	$	442.6	$	217.7	$	660.3	$	90.1	$	750.4

	Six months ended June 30, 2022
	Servicing		Origination		Software		Data and
	Software		Software(1)		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

(1) Software solutions revenues for Origination Software include license revenues of $0.9 million and $9.2 million for the three months ended June 30, 2023 and 2022, respectively, and $21.0 million and $11.3 million for the six months ended June 30, 2023 and 2022, respectively.

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 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, 2023, the aggregate amount of the transaction price that is allocated to our future performance obligations was approximately $2.5 billion and is expected to be recognized as follows: 14% by December 31, 2023, 58% by December 31, 2025, 83% by December 31, 2027 and the rest thereafter.

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Equity

6 Months Ended

Jun. 30, 2023

Equity

Equity

(11)Equity

Omnibus Incentive Plan

A summary of restricted shares granted in 2023 is as follows:

	Number of shares	Grant date fair		Vesting period
Dates	granted	value per share		(in years)	Vesting criteria
March 13, 2023	1,012,978	$	55.71	3.0	Service
June 30, 2023	28,881	$	59.73	1.0 - 3.0	Service

Activity related to restricted stock and RSUs in 2023 is as follows:

		Weighted average
		grant date
	Shares	fair value
Balance, December 31, 2022	1,310,518	$	64.61
Granted	1,041,859	$	55.82
Forfeited	(46,341)	$	60.82
Vested	(500,261)	$	66.89
Balance, June 30, 2023	1,805,775	$	59.00

Equity-based compensation expense related to our restricted shares and RSUs was $4.6 million and $10.8 million for the three months ended June 30, 2023 and 2022, respectively, and $13.7 million and $19.3 million for the six months ended June 30, 2023 and 2022, respectively. These expenses are included in Operating expenses in the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited). As of June 30, 2023, total unrecognized compensation cost was $96.9 million and is expected to be recognized over a weighted average period of approximately 2.1 years.

On June 30, 2023, the Compensation Committee of our Board of Directors approved the waiver of the performance condition applicable to the performance-based restricted stock awards granted in 2021 and 2022, requiring the Company to achieve Adjusted EBITDA equal to or greater than its 2022 fiscal year Adjusted EBITDA for the measurement period beginning January 1, 2023 through December 31, 2023 (the “2023 Performance Condition”). In addition, for our named executive officers only, the Compensation Committee also approved an amendment extending the time-based vesting period for one year for the restricted stock awards in which the performance condition was waived so that the applicable portion of the awards will vest on March 10, 2025 rather than on March 10, 2024. The award modification resulted in a reversal of $1.5 million of equity-based compensation expense previously recorded during the three months ended March 31, 2023. Equity-based compensation expense related to the modified awards is recognized ratably over the service periods of the modified awards based on the fair value of the awards on June 30, 2023, the date of modification.

Profits Interests Units

As of June 30, 2023 and December 31, 2022, there were 6,085 and 6,169 OB PIUs outstanding, respectively. 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 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 cash or Black Knight common stock or a combination of both at our election and will be settled at the current fair value at the time we receive notice of 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 hurdle amount, based upon the proportionate required service period rendered to date.

Equity-based compensation expense related to the OB PIUs was $2.0 million and $2.1 million for the three months ended June 30, 2023 and 2022, respectively, and $4.2 million and $4.3 million for the six months ended June 30, 2023 and 2022. As of June 30, 2023, the total unrecognized compensation cost related to non-vested OB PIUs was $3.3 million, which is expected to be recognized over a weighted average period of approximately 0.4 years.

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Segment Information

6 Months Ended

Jun. 30, 2023

Segment Information

Segment Information

(12)Segment Information

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. 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. Refer to Note 10 — Revenues for a description of our Software Solutions and Data and Analytics segments.

Separate discrete financial information is available for these two 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, Other income (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 income (expense), 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’ 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, 2023
	Software		Data and		Corporate and
	Solutions		Analytics		Other			Total
Revenues	$	323.6	$	44.6	$	—		$	368.2
Expenses:
Operating expenses		155.5		33.9		25.0	(1)		214.4
Transition and integration costs		—		—		11.0	(2)		11.0
EBITDA		168.1		10.7		(36.0)			142.8
Depreciation and amortization		34.0		3.9		44.2	(3)		82.1
Operating income (loss)		134.1		6.8		(80.2)			60.7
Interest expense, net									(33.5)
Other income, net									50.0
Earnings before income taxes and equity in losses of unconsolidated affiliates									77.2
Income tax expense									21.2
Earnings before equity in losses of unconsolidated affiliates									56.0
Equity in losses of unconsolidated affiliates, net of tax									(0.7)
Net earnings								$	55.3

	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

	Six months ended June 30, 2023
	Software		Data and		Corporate and
	Solutions		Analytics		Other			Total
Revenues	$	660.3	$	90.1	$	—		$	750.4
Expenses:
Operating expenses		305.5		67.2		54.8	(1)		427.5
Transition and integration costs		—		—		16.5	(2)		16.5
EBITDA		354.8		22.9		(71.3)			306.4
Depreciation and amortization		68.1		7.9		88.7	(3)		164.7
Operating income (loss)		286.7		15.0		(160.0)			141.7
Interest expense, net									(63.6)
Other income, net									188.0
Earnings before income taxes and equity in losses of unconsolidated affiliates									266.1
Income tax expense									67.1
Earnings before equity in losses of unconsolidated affiliates									199.0
Equity in losses of unconsolidated affiliates, net of tax									(1.9)
Net earnings								$	197.1

	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

(1) Operating expenses for Corporate and Other includes equity-based compensation, including certain related payroll taxes, of $6.7 million and $13.0 million for the three months ended June 30, 2023 and 2022, respectively and $18.3 million and $24.2 million for the six months ended June 30, 2023 and 2022, respectively.

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

(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.

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Basis of Presentation and Overview (Policies)

6 Months Ended

Jun. 30, 2023

Basis of Presentation and Overview.

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") 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 and Form 10-K/A for the year ended December 31, 2022 filed with the Securities and Exchange Commission ("SEC") on February 28, 2023 and March 24, 2023, respectively, and other filings with the SEC.

Description of Business

Description of Business

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

Principles of Consolidation

Principles of Consolidation

The Condensed Consolidated Financial Statements (Unaudited) include the accounts of BKI and its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Where our ownership interest in a consolidated subsidiary is less than 100%, the 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 loss of these non-wholly owned subsidiaries is reported in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) as an adjustment to our net earnings to arrive at Net earnings attributable to Black Knight.

Redeemable Noncontrolling Interests

Redeemable Noncontrolling Interests

Prior to February 15, 2022, we owned 60% of Optimal Blue Holdco, LLC (“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. The cash portion of the consideration is included as a financing cash outflow on the Condensed Consolidated Statements of Cash Flows (Unaudited) and was 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. Since February 15, 2022, we own 100% of the Class A units of Optimal Blue Holdco.

As of June 30, 2023 and December 31, 2022, redeemable noncontrolling interests were $43.4 million and $47.6 million, respectively, related to the Optimal Blue Holdco profits interests units (“OB PIUs”).  Refer to Note 11 – Equity for additional information.

Reporting Segments

Reporting Segments

We conduct our operations through two reporting segments: (1) Software Solutions and (2) Data and Analytics. Refer to Note 12 — Segment Information for additional information.

Merger Agreement

Merger Agreement

On May 4, 2022, we entered into a definitive agreement to be acquired by Intercontinental Exchange, Inc. (“ICE”) (the “Original Merger Agreement”) a leading global provider of data, technology, and market infrastructure. On March 7, 2023, we entered into Amendment No. 1 to the Original Merger Agreement (the “Amendment” and the Original Merger Agreement, as amended by the Amendment, the “Merger Agreement”), which provides for, among other things, a reduction in the merger consideration, valuing Black Knight at $75.00 per share, or a market value of $11.7 billion, with consideration in the form of a mix of approximately $68.00 per share in cash and stock with an exchange ratio of 0.0682 based on ICE’s 10-day volume weighted average price as of March 3, 2023 of $102.62 (the “ICE Transaction”). As under the Original Merger Agreement, 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 based on an average of ICE’s 10-day volume weighted average prices for the period ended three trading days prior to closing. The ICE Transaction is expected to close in the third or fourth quarter of 2023, subject to regulatory clearance and the satisfaction of customary closing conditions. The ICE Transaction has been approved by the Boards of Directors of Black Knight and ICE and the shareholders of Black Knight.

Completion of the ICE Transaction is subject to the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). On March 9, 2023, the United States Federal Trade Commission (the “FTC”) filed an administrative complaint challenging the ICE Transaction under the HSR Act and authorized the filing of a complaint in federal district court to pursue a preliminary injunction to prevent the consummation of the ICE Transaction pending an administrative trial, and ICE announced that ICE strongly disagrees with the FTC’s decision to challenge the ICE Transaction. On April 10, 2023, the FTC filed a parallel complaint in federal court seeking injunctive relief and seeking to block ICE and BKI from completing the ICE Transaction during the pendency of the administrative proceeding on the merits. Refer to Note 9 – Commitments and Contingencies for additional information.

Divestiture Agreements

In connection with entering into the Amendment, on March 7, 2023, we entered into an Equity Purchase Agreement (the “Empower Divestiture Agreement”) with Constellation Web Solutions Inc., a subsidiary of Constellation Software Inc. (“Constellation”) and (solely for the purposes set forth in the Empower Divestiture Agreement) ICE, pursuant to which, after the closing of the ICE Transaction, Constellation will purchase our Empower^® LOS business, including its Exchange^SM, LendingSpace and AIVA solutions (the “Empower Divestiture Transaction”).

On July 14, 2023, we entered into an Equity Purchase Agreement (the “OB Divestiture Agreement”) with Project Badger Holdco Inc., a Delaware corporation and subsidiary of Constellation, and (solely for the purposes set forth in the OB Divestiture Agreement) ICE, pursuant to which, after the closing of the ICE Transaction, Constellation will purchase our Optimal Blue business (the “OB Divestiture Transaction”).

Each of the Empower Divestiture Agreement and the OB Divestiture Agreement was entered into specifically to address certain alleged antitrust concerns raised by the FTC in connection with the ICE Transaction and each is subject to customary closing conditions, including but not limited to the prior completion of the ICE Transaction.

Title Point Transaction

TitlePoint Transaction

On November 18, 2022, we entered into a definitive agreement to sell our TitlePoint line of business (“TitlePoint”) within our Data and Analytics reporting segment to an affiliate of Fidelity National Financial, Inc. (“FNF”) for $225 million in cash, subject to a customary working capital adjustment. In connection with the contribution of Property Insight, LLC, which included TitlePoint, by affiliates of FNF to an affiliate of Black Knight in 2014, FNF had the right to repurchase TitlePoint in the event of a change in control of Black Knight. In connection with the proposed ICE Transaction, FNF notified us of its desire to repurchase TitlePoint. The TitlePoint transaction closed on January 1, 2023 and we recognized a gain before tax of $145.4 million in Other income (expense), net in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited).

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Condensed Consolidated Financial Statement Details (Tables)

6 Months Ended

Jun. 30, 2023

Condensed Consolidated Financial Statement Details

Schedule of Cash and Cash Equivalents

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

	June 30, 2023		December 31, 2022
Cash	$	15.4	$	4.3
Cash equivalents		0.5		7.9
Cash and cash equivalents	$	15.9	$	12.2

Schedule of Trade Receivables, Net

A summary of Trade receivables, net of allowance for credit losses consist of the following (in millions):

	June 30, 2023		December 31, 2022
Trade receivables — billed	$	159.8	$	150.4
Trade receivables — unbilled		52.3		48.0
Trade receivables		212.1		198.4
Allowance for credit losses		(6.7)		(4.9)
Trade receivables, net	$	205.4	$	193.5

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in millions):

	June 30, 2023		December 31, 2022
Prepaid expenses	$	86.5	$	83.0
Contract assets, net		33.6		24.8
Income tax receivables		14.9		12.5
Other current assets		12.7		11.8
Prepaid expenses and other current assets	$	147.7	$	132.1

Other Non-Current Assets

Other non-current assets consist of the following (in millions):

	June 30, 2023		December 31, 2022
Contract assets, net	$	138.9	$	107.9
Property records database		60.5		60.5
Right-of-use assets		21.3		24.8
Deferred compensation plan related assets		26.6		23.4
Contract credits		23.5		23.2
Prepaid expenses		3.2		4.4
Other		1.5		2.0
Other non-current assets	$	275.5	$	246.2

Trade Accounts Payable and Other Accrued Liabilities

Trade accounts payable and other accrued liabilities consist of the following (in millions):

	June 30, 2023		December 31, 2022
Trade accounts payable	$	8.9	$	11.0
Lease liabilities, current		8.3		8.7
Other taxes payable and accrued		6.8		6.1
Accrued interest		15.7		12.6
Accrued client liabilities		2.6		2.6
Other		26.6		25.5
Trade accounts payable and accrued liabilities	$	68.9	$	66.5

Schedule of Depreciation and Amortization

Depreciation and amortization consist of the following (in millions):

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Other intangible assets	$	30.5	$	36.8	$	61.3	$	73.6
Software		31.9		35.6		63.7		71.1
Property and equipment		8.5		9.7		18.0		19.6
Deferred contract costs		11.2		10.4		21.7		19.7
Total	$	82.1	$	92.5	$	164.7	$	184.0

Schedule of other non-current liabilities

Other non-current liabilities consist of the following (in millions):

	June 30, 2023		December 31, 2022
Lease liabilities, non-current	$	13.2	$	17.4
Deferred compensation plan		23.1		21.4
Other		10.1		9.1
Other non-current liabilities	$	46.4	$	47.9

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Investments (Tables)

6 Months Ended

Jun. 30, 2023

Investments

Equity in earnings of unconsolidated affiliates

Prior to accounting for our DNB investment at fair value as of June 30, 2023, 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,
	2023		2022		2023		2022
Equity in losses of unconsolidated affiliates, net of tax	$	(0.7)	$	(0.1)	$	(1.9)	$	(2.4)
Gain related to DNB investment, net of tax		—		—		—		305.4
Equity in (losses) earnings of unconsolidated affiliates, net of tax	$	(0.7)	$	(0.1)	$	(1.9)	$	303.0

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share

Schedule of Basic and Diluted Earnings Per Share

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Basic:
Net earnings attributable to Black Knight	$	55.3	$	40.3	$	197.1	$	404.9
Shares used for basic net earnings per share:
Weighted average shares of common stock outstanding		155.0		154.5		154.8		154.4
Basic net earnings per share	$	0.36	$	0.26	$	1.27	$	2.62
Diluted:
Net earnings attributable to Black Knight	$	55.3	$	40.3	$	197.1	$	404.9
Shares used for diluted net earnings per share:
Weighted average shares of common stock outstanding		155.0		154.5		154.8		154.4
Dilutive effect of unvested restricted shares of common stock and OB PIUs		0.9		1.1		0.9		1.1
Weighted average shares of common stock, diluted		155.9		155.6		155.7		155.5
Diluted net earnings per share	$	0.35	$	0.26	$	1.27	$	2.60

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Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2023

Related Party Transactions

Schedule of related party items

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

	December 31, 2022
Receivables from related parties	$	0.1
Prepaid expenses and other current assets		2.3
Deferred revenues (current)		6.2

The following is a summary of amounts related to agreements with DNB included in our Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) (in millions):

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Revenues	$	1.8	$	3.0	$	3.5	$	4.0
Operating expenses		1.2		1.2		2.4		2.3

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2023

Long-Term Debt

Schedule of Long-term Debt

Long-term debt consists of the following (in millions):

	June 30, 2023		December 31, 2022
Term A Loan	$	1,106.8	$	1,121.2
Revolving Credit Facility		352.0		545.0
Senior Notes		1,000.0		1,000.0
Other		0.8		5.0
Total long-term debt principal		2,459.6		2,671.2
Less: current portion of long-term debt		(43.8)		(33.6)
Long-term debt before debt issuance costs and discount		2,415.8		2,637.6
Less: debt issuance costs and discount		(13.9)		(15.9)
Long-term debt, net of current portion	$	2,401.9	$	2,621.7

Schedule of Maturities of Long-term Debt

As of June 30, 2023, principal maturities are as follows (in millions):

2023	$	15.1
2024		57.5
2025		57.5
2026		1,329.5
2027		—
Thereafter		1,000.0
Total	$	2,459.6

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

We have entered into interest rate swap agreements to hedge forecasted monthly interest rate payments on our floating rate debt. As of June 30, 2023, we had no outstanding interest rate swap agreements (collectively, the "Swap Agreements").

During the six months ended June 30, 2023, the following interest rate swap agreements expired (in millions):

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

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

	June 30, 2023		December 31, 2022
Other current assets	$	—	$	2.2

Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss)

Below is a summary of the effect of derivative instruments on amounts recognized in Other comprehensive (losses) earnings ("OCE") on the Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) (in millions):

	Three months ended June 30,
	2023				2022
			Amount of gain reclassified				Amount of loss reclassified
	Amount of gain		from Accumulated OCE		Amount of gain		from Accumulated OCE
	recognized in OCE		into Net earnings		recognized in OCE		into Net earnings
Swap agreements	$	—	$	(0.3)	$	2.3	$	2.0

	Six months ended June 30,
	2023				2022
			Amount of gain reclassified				Amount of loss reclassified
	Amount of loss		from Accumulated OCE		Amount of gain		from Accumulated OCE
	recognized in OCE		into Net earnings		recognized in OCE		into Net earnings
Swap agreements	$	(0.1)	$	(1.5)	$	6.6	$	5.2

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Measurements

Fair Value Measurements

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, 2023								December 31, 2022
	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)	$	15.9	$	15.9	$	—	$	—	$	12.2	$	12.2	$	—	$	—
Interest rate swaps (Note 6)		—		—		—		—		2.2		—		2.2		—
Investment in DNB (Note 3)		213.7		213.7		—		—		—		—		—		—
Liabilities:
Contingent consideration		0.3		—		—		0.3		0.7		—		—		0.7
Redeemable noncontrolling interests		43.4		—		—		43.4		47.6		—		—		47.6

Change in Fair Value of Contingent Consideration

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

Beginning balance, December 31, 2022	$	48.3
Contingent consideration adjustments related to prior year acquisition		(0.4)
Fair value adjustment to redeemable noncontrolling interests in Optimal Blue Holdco		(4.2)
Ending balance, June 30, 2023	$	43.7

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Revenues (Tables)

6 Months Ended

Jun. 30, 2023

Revenues.

Disaggregation of Revenue

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

	Three months ended June 30, 2023
	Servicing		Origination		Software		Data and
	Software		Software(1)		Solutions		Analytics		Total
Software solutions	$	203.3	$	86.3	$	289.6	$	8.8	$	298.4
Professional services		18.2		11.3		29.5		0.8		30.3
Data solutions		—		1.6		1.6		34.4		36.0
Other		—		2.9		2.9		0.6		3.5
Revenues	$	221.5	$	102.1	$	323.6	$	44.6	$	368.2

	Three months ended June 30, 2022
	Servicing		Origination		Software		Data and
	Software		Software(1)		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

	Six months ended June 30, 2023
	Servicing		Origination		Software		Data and
	Software		Software(1)		Solutions		Analytics		Total
Software solutions	$	408.4	$	188.2	$	596.6	$	18.4	$	615.0
Professional services		34.2		21.4		55.6		1.6		57.2
Data solutions		—		3.1		3.1		67.3		70.4
Other		—		5.0		5.0		2.8		7.8
Revenues	$	442.6	$	217.7	$	660.3	$	90.1	$	750.4

	Six months ended June 30, 2022
	Servicing		Origination		Software		Data and
	Software		Software(1)		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

(1) Software solutions revenues for Origination Software include license revenues of $0.9 million and $9.2 million for the three months ended June 30, 2023 and 2022, respectively, and $21.0 million and $11.3 million for the six months ended June 30, 2023 and 2022, respectively.

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Equity (Tables)

6 Months Ended

Jun. 30, 2023

Equity

Schedule of Restricted Stock Activity

A summary of restricted shares granted in 2023 is as follows:

	Number of shares	Grant date fair		Vesting period
Dates	granted	value per share		(in years)	Vesting criteria
March 13, 2023	1,012,978	$	55.71	3.0	Service
June 30, 2023	28,881	$	59.73	1.0 - 3.0	Service

Activity related to restricted stock and RSUs in 2023 is as follows:

		Weighted average
		grant date
	Shares	fair value
Balance, December 31, 2022	1,310,518	$	64.61
Granted	1,041,859	$	55.82
Forfeited	(46,341)	$	60.82
Vested	(500,261)	$	66.89
Balance, June 30, 2023	1,805,775	$	59.00

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Information

Schedule of Summarized Segment Financial Information

	Three months ended June 30, 2023
	Software		Data and		Corporate and
	Solutions		Analytics		Other			Total
Revenues	$	323.6	$	44.6	$	—		$	368.2
Expenses:
Operating expenses		155.5		33.9		25.0	(1)		214.4
Transition and integration costs		—		—		11.0	(2)		11.0
EBITDA		168.1		10.7		(36.0)			142.8
Depreciation and amortization		34.0		3.9		44.2	(3)		82.1
Operating income (loss)		134.1		6.8		(80.2)			60.7
Interest expense, net									(33.5)
Other income, net									50.0
Earnings before income taxes and equity in losses of unconsolidated affiliates									77.2
Income tax expense									21.2
Earnings before equity in losses of unconsolidated affiliates									56.0
Equity in losses of unconsolidated affiliates, net of tax									(0.7)
Net earnings								$	55.3

	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

	Six months ended June 30, 2023
	Software		Data and		Corporate and
	Solutions		Analytics		Other			Total
Revenues	$	660.3	$	90.1	$	—		$	750.4
Expenses:
Operating expenses		305.5		67.2		54.8	(1)		427.5
Transition and integration costs		—		—		16.5	(2)		16.5
EBITDA		354.8		22.9		(71.3)			306.4
Depreciation and amortization		68.1		7.9		88.7	(3)		164.7
Operating income (loss)		286.7		15.0		(160.0)			141.7
Interest expense, net									(63.6)
Other income, net									188.0
Earnings before income taxes and equity in losses of unconsolidated affiliates									266.1
Income tax expense									67.1
Earnings before equity in losses of unconsolidated affiliates									199.0
Equity in losses of unconsolidated affiliates, net of tax									(1.9)
Net earnings								$	197.1

	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

(1) Operating expenses for Corporate and Other includes equity-based compensation, including certain related payroll taxes, of $6.7 million and $13.0 million for the three months ended June 30, 2023 and 2022, respectively and $18.3 million and $24.2 million for the six months ended June 30, 2023 and 2022, respectively.

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

(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.

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Basis of Presentation and Overview - Redeemable Noncontrolling Interests (Details) - USD ($) shares in Millions, $ in Millions	Feb. 15, 2022	Jun. 30, 2023	Dec. 31, 2022	Feb. 14, 2022
Noncontrolling Interest [Line Items]
Equity Method Investments, Fair Value Disclosure		$ 213.7
Optimal Blue Holdco, LLC
Noncontrolling Interest [Line Items]
Noncontrolling ownership interest in consolidated subsidiary (as a percent)				60.00%
Equity Method Investments, Number of Shares Sold	36.4
Equity Method Investments, Fair Value Disclosure				$ 722.5
Optimal Blue Holdco, LLC
Noncontrolling Interest [Line Items]
Equity Method Investments, Number of Shares Sold	36.4
Equity Method Investments, Fair Value Disclosure		$ 43.4	$ 47.6	$ 722.5
Total purchase price consideration	$ 1,156.0
Cash paid	$ 433.5
Equity interest owned (as a percent)	100.00%
Cannae Holdings, LLC and Thomas H. Lee Partners, LP | Optimal Blue Holdco, LLC
Noncontrolling Interest [Line Items]
Noncontrolling ownership interest in consolidated subsidiary (as a percent)				40.00%

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Basis of Presentation and Overview (Details)	6 Months Ended
	Jun. 30, 2023 segment
Basis of Presentation and Overview
Number of segments	2

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Basis of Presentation and Overview - Merger Agreement (Details) $ / shares in Units, $ in Billions	Mar. 07, 2023 USD ($) $ / shares	May 07, 2023 item	Mar. 03, 2023 item $ / shares
Black Knight Inc [Member] | Amended Original Merger Agreement
Business Acquisition [Line Items]
Total purchase price consideration | $	$ 11.7
Share price (in USD per share)	$ 75.00
Per Share Consideration In Cash	$ 68.00
Exchange Ratio	0.0682%
Intercontinental Exchange Inc [Member]
Business Acquisition [Line Items]
Number of day volume weighted average price | item		10	10
Number of trading days prior to closing | item		3
Intercontinental Exchange Inc [Member] | Black Knight Inc [Member]
Business Acquisition [Line Items]
10-day volume weighted average share price			$ 102.62

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Basis of Presentation and Overview - TitlePoint Transaction (Details) - USD ($) $ in Millions		6 Months Ended
	Jan. 01, 2023	Jun. 30, 2023	Jun. 30, 2022	Nov. 18, 2022
Held for sale, not discontinued operations
Disposal group including discontinued operation other income		$ 145.4	$ 0.0
Title Point Line of Business | Held for sale, not discontinued operations
Held for sale, not discontinued operations
Definitive agreement to sell of business				$ 225.0
Disposal group including discontinued operation other income	$ 145.4

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Condensed Consolidated Financial Statement Details - Cash and Cash Equivalents (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Condensed Consolidated Financial Statement Details
Cash	$ 15.4	$ 4.3
Cash equivalents	0.5	7.9
Cash and cash equivalents	$ 15.9	$ 12.2

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Condensed Consolidated Financial Statement Details - Trade Receivables, Net (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Condensed Consolidated Financial Statement Details
Trade receivables	$ 212.1	$ 198.4
Allowance for credit losses	(6.7)	(4.9)
Trade receivables, net	205.4	193.5
Trade receivables - billed
Condensed Consolidated Financial Statement Details
Trade receivables	159.8	150.4
Trade receivables - unbilled
Condensed Consolidated Financial Statement Details
Trade receivables	$ 52.3	$ 48.0

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Condensed Consolidated Financial Statement Details - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Condensed Consolidated Financial Statement Details
Prepaid expenses	$ 86.5	$ 83.0
Contract assets, net	33.6	24.8
Income tax receivables	14.9	12.5
Other current assets	12.7	11.8
Prepaid expenses and other current assets	$ 147.7	$ 132.1

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Condensed Consolidated Financial Statement Details - Other Non-Current Assets (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Condensed Consolidated Financial Statement Details
Contract assets, net	$ 138.9	$ 107.9
Property records database	60.5	60.5
Right-of-use assets	21.3	24.8
Deferred compensation plan related assets	26.6	23.4
Contract credits	23.5	23.2
Prepaid expenses	3.2	4.4
Other	1.5	2.0
Other non-current assets	$ 275.5	$ 246.2

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Condensed Consolidated Financial Statement Details - Trade Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Condensed Consolidated Financial Statement Details
Trade accounts payable	$ 8.9	$ 11.0
Lease liabilities, current	8.3	8.7
Other taxes payable and accrued	6.8	6.1
Accrued interest	15.7	12.6
Accrued client liabilities	2.6	2.6
Other	26.6	25.5
Trade accounts payable and accrued liabilities	$ 68.9	$ 66.5

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Condensed Consolidated Financial Statement Details - Deferred Revenue (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Condensed Consolidated Financial Statement Details
Deferred revenue, amount recognized	$ 17.4	$ 20.6	$ 39.4	$ 41.5

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Condensed Consolidated Financial Statement Details - Depreciation and Amortization (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Schedule of Depreciation and Amortization Expense [Line Items]
Deferred contract costs	$ 11.2	$ 10.4	$ 21.7	$ 19.7
Depreciation and amortization	82.1	92.5	164.7	184.0
Other Intangible Assets
Schedule of Depreciation and Amortization Expense [Line Items]
Depreciation and amortization	30.5	36.8	61.3	73.6
Software
Schedule of Depreciation and Amortization Expense [Line Items]
Depreciation and amortization	31.9	35.6	63.7	71.1
Property and equipment
Schedule of Depreciation and Amortization Expense [Line Items]
Depreciation and amortization	$ 8.5	$ 9.7	$ 18.0	$ 19.6

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Condensed Consolidated Financial Statement Details - Narrative (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jan. 31, 2023
Property, Plant and Equipment [Line Items]
Increase (decrease) in earnings, net	$ 3,700,000	$ 7,400,000
Increase (decrease) in earnings per share basic	0.02	0.05
Increase (decrease) in earnings per share diluted	0.03	0.06
Change in Accounting Method Accounted for as Change in Estimate [Member]
Property, Plant and Equipment [Line Items]
Amortization expense	4,900,000	9,900,000
Increase (decrease) in operating income (loss)	$ 4,900,000	$ 9,900,000
Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life (in years)			5 years
Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life (in years)			7 years

XML

Condensed Consolidated Financial Statement Details - Other Non-Current Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Condensed Consolidated Financial Statement Details
Lease liabilities, non-current	$ 13.2	$ 17.4
Deferred compensation plan	23.1	21.4
Other	10.1	9.1
Other non-current liabilities	$ 46.4	$ 47.9

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Investments - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions			3 Months Ended		6 Months Ended
	Apr. 26, 2023	Feb. 15, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Feb. 14, 2022
Investments in Unconsolidated Affiliates
Unrealized gain					$ 55.8	$ 0.0
Fair value of investment			$ 213.7		$ 213.7
Effective tax rate			27.50%	22.30%	25.20%	9.60%
Cash dividend	$ 0.05
Optimal Blue Holdco, LLC
Investments in Unconsolidated Affiliates
Equity Method Investments, Number of Shares Sold		36.4
Fair value of investment							$ 722.5
D&B Investment
Investments in Unconsolidated Affiliates
Equity Method Investment, Realized Gain (Loss) on Disposal, Tax		$ 102.6
Shares owned			18.5		18.5
D&B Investment
Investments in Unconsolidated Affiliates
Estimated after-tax value of investment			$ 201.5		$ 201.5
Equity Method Investment, Realized Gain (Loss) on Disposal		$ 305.4				$ 305.4
Ownership interest (percent)			4.00%		4.00%
Amount of cash dividend			$ 0.9		$ 1.8
Share price (in USD per share)			$ 11.57		$ 11.57
Fair value of investment			$ 213.7		$ 213.7
Effective tax rate					25.50%
D&B Investment | Other income (expense), net
Investments in Unconsolidated Affiliates
Unrealized gain					$ 55.8

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Investments - Earnings of Unconsolidated Entities (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
	Feb. 15, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Investments in Unconsolidated Affiliates
Equity in (losses) earnings of unconsolidated affiliates, net of tax		$ (0.7)	$ (0.1)	$ (1.9)	$ 303.0
D&B Investment
Investments in Unconsolidated Affiliates
Equity in losses of unconsolidated affiliates, net of tax		(0.7)	(0.1)	(1.9)	(2.4)
Gain related to DNB investment, net of tax	$ 305.4				305.4
Equity in (losses) earnings of unconsolidated affiliates, net of tax		$ (0.7)	$ (0.1)	$ (1.9)	$ 303.0

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Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Basic:
Net Income (Loss)	$ 55.3	$ 40.3	$ 197.1	$ 404.9
Shares used for basic net earnings per share:
Weighted average shares of common stock outstanding	155.0	154.5	154.8	154.4
Basic net earnings per share (in dollars per share)	$ 0.36	$ 0.26	$ 1.27	$ 2.62
Diluted:
Net Income (Loss)	$ 55.3	$ 40.3	$ 197.1	$ 404.9
Shares used for diluted net earnings per share:
Weighted average shares of common stock outstanding	155.0	154.5	154.8	154.4
Dilutive effect of unvested restricted shares of common stock and OB PIUs	0.9	1.1	0.9	1.1
Weighted average shares of common stock, diluted	155.9	155.6	155.7	155.5
Diluted net earnings per share (in dollars per share)	$ 0.35	$ 0.26	$ 1.27	$ 2.60

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Related Party Transactions - DNB (Details) - DNB - Related Party - USD ($) $ in Millions	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2021
Related Party Transactions
Agreement term			5 years
Fee as a percentage of qualified revenue			10.00%
Amount of cash dividend	$ 0.9	$ 1.8
Products And Data [Member]
Related Party Transactions
Amount of agreement			$ 34.0
Access to Certain Data Assets [Member]
Related Party Transactions
Amount of agreement			$ 24.0

XML

Related Party Transactions - Summary of Balances Related to Agreements (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Related Party Transactions
Prepaid expenses and other current assets	$ 147.7	$ 132.1
Deferred revenues (current)	50.3	59.9
Deferred revenues (non-current)	$ 31.1	42.4
DNB | Related Party
Related Party Transactions
Receivables from related parties		0.1
Prepaid expenses and other current assets		2.3
Deferred revenues (current)		$ 6.2

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Related Party Transactions - Summary of Revenues and Expenses Related to Agreements (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transactions
Revenues	$ 368.2	$ 394.5	$ 750.4	$ 781.7
Operating expenses	307.5	317.5	608.7	624.5
DNB | Related Party
Related Party Transactions
Revenues	1.8	3.0	3.5	4.0
Operating expenses	$ 1.2	$ 1.2	$ 2.4	$ 2.3

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Long-Term Debt - Long-term Debt Components (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Long-Term Debt
Total long-term debt principal	$ 2,459.6	$ 2,671.2
Less: current portion of long-term debt	(43.8)	(33.6)
Long-term debt before debt issuance costs and discount	2,415.8	2,637.6
Less: debt issuance costs and discount	(13.9)	(15.9)
Long-term debt, net of current portion	2,401.9	2,621.7
Other Debt
Long-Term Debt
Total long-term debt principal	0.8	5.0
Term Loan | Term A Loan
Long-Term Debt
Total long-term debt principal	1,106.8	1,121.2
Line of Credit | Revolving Credit Facility
Long-Term Debt
Total long-term debt principal	352.0	545.0
Senior Notes
Long-Term Debt
Total long-term debt principal	$ 1,000.0	$ 1,000.0

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Long-Term Debt - Principal Maturities of Debt (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Long-Term Debt
2023	$ 15.1
2024	57.5
2025	57.5
2026	1,329.5
Thereafter	1,000.0
Total	$ 2,459.6	$ 2,671.2

XML

Long-Term Debt - Credit Agreement Additional Information (Details) - USD ($) $ in Millions		6 Months Ended
	Jul. 01, 2023	Jun. 30, 2023	Dec. 31, 2021
Revolving Credit Facility
Long-Term Debt
Amount unused on the revolving credit facility		$ 648.0
Amended and Restated Credit Agreement | Term A Loan
Long-Term Debt
Maximum borrowing capacity			$ 1,150.0
Amended and Restated Credit Agreement | Revolving Credit Facility
Long-Term Debt
Maximum borrowing capacity			$ 1,000.0
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement
Long-Term Debt
Unused capacity, commitment fee (as a percent)		0.20%
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | Eurodollar
Long-Term Debt
Basis spread on variable rate (as a percent)		1.50%
Term Loan and Revolving Credit Facility [Member] | Amended and Restated Credit Agreement | SOFR
Long-Term Debt
Basis spread on variable rate (as a percent)	1.50%
Term loans, interest rate at period end (as a percent)	6.80%
Spread adjustment (as a percent)	0.11448%
Term Loan | Amended and Restated Credit Agreement
Long-Term Debt
Term loans, interest rate at period end (as a percent)		6.70%

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Long-Term Debt - Senior Notes (Details) - Senior Notes - USD ($) $ in Millions	Jun. 30, 2023	Aug. 26, 2020
Long-Term Debt
Principal amount of debt		$ 1,000.0
Stated interest rate		3.625%
Long-term debt, fair value	$ 898.8
Long-term debt	$ 991.9

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Long-Term Debt - Interest Rate Swaps Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Long-Term Debt
Derivative, Gain (Loss) on Derivative, Net	$ (0.3)	$ 4.3	$ (1.6)	$ 11.8
Unrealized holding losses, net of tax(1)		$ 2.3	(0.1)	$ 6.6
Interest Rate Swap
Long-Term Debt
Derivative, Gain (Loss) on Derivative, Net					$ 2.2
Unrealized holding losses, net of tax(1)					$ 1.6
Interest Rate Swap January 31, 2019 through January 31, 2023 [Member]
Long-Term Debt
Derivative, Notional Amount Per Derivative Instrument	$ 300.0		$ 300.0
Derivative, Fixed Interest Rate	2.65%		2.65%
Interest Rate Swap April 30, 2018 through April 30, 2023 [Member]
Long-Term Debt
Derivative, Notional Amount Per Derivative Instrument	$ 250.0		$ 250.0
Derivative, Fixed Interest Rate	2.61%		2.61%

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Long-Term Debt - Swap Agreements in the Consolidated Balance Sheets (Details) $ in Millions	Dec. 31, 2022 USD ($)
Long-Term Debt
Other current assets	$ 2.2
Interest Rate Swap | Designated as Hedging Instrument
Long-Term Debt
Other current assets	$ 2.2

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Long-Term Debt - Effect of Derivative Instruments on Amounts Recognized in Other Comprehensive Earnings (Details) - Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] - Interest Rate Swap - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Long-Term Debt
Amount of (loss) gain recognized in OCE		$ 2.3	$ (0.1)	$ 6.6
Amount of (gain) loss reclassified from Accumulated OCE into Net earnings	$ (0.3)	$ 2.0	$ (1.5)	$ 5.2

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Fair Value Measurements - Summary of Fair Value Measurements (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Assets:
Cash and cash equivalents	$ 15.9	$ 12.2
Interest rate swaps		2.2
Fair value of investment	213.7
Liabilities:
Contingent consideration	0.3	0.7
Redeemable noncontrolling interests	43.4	47.6
Level 1
Assets:
Cash and cash equivalents	15.9	12.2
Fair value of investment	213.7
Level 2
Assets:
Interest rate swaps		2.2
Level 3
Liabilities:
Contingent consideration	0.3	0.7
Redeemable noncontrolling interests	$ 43.4	$ 47.6

XML

Fair Value Measurements - Summary of Change In Fair Value Of Contingent Consideration (Details) - Level 3 $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Business Acquisition [Line Items]
Beginning balance, December 31, 2022	$ 48.3
Ending balance, March 31, 2023	43.7
Compass Analytics
Business Acquisition [Line Items]
Business combination, contingent consideration arrangements, change in amount of contingent consideration, liability	(0.4)
Optimal Blue Holdco, LLC
Business Acquisition [Line Items]
Business combination, contingent consideration arrangements, change in amount of contingent consideration, liability	$ (4.2)

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Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Taxes
Effective tax rate	27.50%	22.30%	25.20%	9.60%
Discrete income tax benefit				$ 14.1

XML

Commitments and Contingencies - Narrative (Details) - Software warranties $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Commitments and Contingencies
Product warranty expense	$ 0
Expected warranty expense in future	0
Product warranty accrual	$ 0

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Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues
Revenues	$ 368.2	$ 394.5	$ 750.4	$ 781.7
Software solutions
Revenues
Revenues	298.4	313.4	615.0	619.4
Professional services
Revenues
Revenues	30.3	33.7	57.2	64.6
Data solutions
Revenues
Revenues	36.0	44.1	70.4	91.0
Other
Revenues
Revenues	3.5	3.3	7.8	6.7
Operating Segments | Software Solutions
Revenues
Revenues	323.6	339.4	660.3	670.1
Operating Segments | Software Solutions | Software solutions
Revenues
Revenues	289.6	303.7	596.6	600.2
Operating Segments | Software Solutions | Professional services
Revenues
Revenues	29.5	31.6	55.6	62.5
Operating Segments | Software Solutions | Data solutions
Revenues
Revenues	1.6	1.5	3.1	2.0
Operating Segments | Software Solutions | Other
Revenues
Revenues	2.9	2.6	5.0	5.4
Operating Segments | Data and Analytics
Revenues
Revenues	44.6	55.1	90.1	111.6
Operating Segments | Data and Analytics | Software solutions
Revenues
Revenues	8.8	9.7	18.4	19.2
Operating Segments | Data and Analytics | Professional services
Revenues
Revenues	0.8	2.1	1.6	2.1
Operating Segments | Data and Analytics | Data solutions
Revenues
Revenues	34.4	42.6	67.3	89.0
Operating Segments | Data and Analytics | Other
Revenues
Revenues	0.6	0.7	2.8	1.3
Reportable Legal Entities | Servicing Software
Revenues
Revenues	221.5	221.7	442.6	444.3
Reportable Legal Entities | Servicing Software | Software solutions
Revenues
Revenues	203.3	203.3	408.4	407.3
Reportable Legal Entities | Servicing Software | Professional services
Revenues
Revenues	18.2	18.4	34.2	37.0
Reportable Legal Entities | Origination Software
Revenues
Revenues	102.1	117.7	217.7	225.8
Reportable Legal Entities | Origination Software | Software solutions
Revenues
Revenues	86.3	100.4	188.2	192.9
Reportable Legal Entities | Origination Software | Professional services
Revenues
Revenues	11.3	13.2	21.4	25.5
Reportable Legal Entities | Origination Software | Data solutions
Revenues
Revenues	1.6	1.5	3.1	2.0
Reportable Legal Entities | Origination Software | Other
Revenues
Revenues	$ 2.9	$ 2.6	$ 5.0	$ 5.4

XML

Revenues - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues
Remaining performance obligation	$ 2,500.0		$ 2,500.0
Revenues	368.2	$ 394.5	750.4	$ 781.7
Software solutions
Revenues
Revenues	298.4	313.4	615.0	619.4
License
Revenues
Revenues	$ 0.9	$ 9.2	$ 21.0	$ 11.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenues
Remaining performance obligation, percent	14.00%		14.00%
Remaining performance obligation, period	6 months		6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenues
Remaining performance obligation, percent	58.00%		58.00%
Remaining performance obligation, period	2 years		2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenues
Remaining performance obligation, percent	83.00%		83.00%
Remaining performance obligation, period	2 years		2 years

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Equity - Equity-Based Compensation Additional Information (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Restricted Shares and Restricted Share Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation expense	$ 4.6		$ 10.8	$ 13.7	$ 19.3
Compensation cost not yet recognized	96.9			$ 96.9
Compensation cost not yet recognized, period for recognition				2 years 1 month 6 days
Profit Interests Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation expense	2.0		$ 2.1	$ 4.2	$ 4.3
Compensation cost not yet recognized	$ 3.3			$ 3.3
Compensation cost not yet recognized, period for recognition				4 months 24 days
Performance-based restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)				1 year
Reversal of equity-based compensation expense due to award modification		$ 1.5

XML

Equity - Restricted Stock Grant (Details) - Restricted Shares and Restricted Share Units - $ / shares			6 Months Ended
	Jun. 30, 2023	Mar. 13, 2023	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted			1,041,859
Grant date fair value per share			$ 55.82
Service
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted		1,012,978
Grant date fair value per share		$ 55.71
Vesting period (in years)		3 years
Service
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	28,881
Grant date fair value per share	$ 59.73
Minimum | Service
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	1 year
Maximum | Service
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	3 years

XML

Equity - Restricted Stock and Profit Interest Units (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Restricted Shares and Restricted Share Units
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding shares, Balance Beginning (in shares)	1,310,518
Granted (in shares)	1,041,859
Forfeited (in shares)	(46,341)
Vested (in shares)	(500,261)
Outstanding shares, Balance Ending (in shares)	1,805,775
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning balance (in dollars per share) | $ / shares	$ 64.61
Grants in period, weighted average grant date fair value (in dollars per share) | $ / shares	55.82
Forfeitures, weighted average grant date fair value (in dollars per share) | $ / shares	60.82
Vested in period, weighted average grant date fair value (in dollars per share) | $ / shares	66.89
Ending balance (in dollars per share) | $ / shares	$ 59.00
Profit Interests Units
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding shares, Balance Beginning (in shares)	6,169
Outstanding shares, Balance Ending (in shares)	6,085

XML

Segment Information - Additional Disclosures (Details)	6 Months Ended
	Jun. 30, 2023 segment
Segment Information
Number of segments	2

XML

Segment Information - Summarized Financial Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Information
Revenues	$ 368.2	$ 394.5	$ 750.4	$ 781.7
Operating expenses	214.4	216.8	427.5	424.7
Transition and integration costs	11.0	8.2	16.5	15.8
EBITDA	142.8	169.5	306.4	341.2
Depreciation and amortization	82.1	92.5	164.7	184.0
Operating income (loss)	60.7	77.0	141.7	157.2
Interest expense, net	(33.5)	(22.6)	(63.6)	(43.7)
Other (expense) income, net	50.0	(2.4)	188.0	(3.6)
Earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates	77.2	52.0	266.1	109.9
Income tax expense	21.2	11.6	67.1	10.5
Earnings before equity in (losses) earnings of unconsolidated affiliates	56.0	40.4	199.0	99.4
Equity in (losses) earnings of unconsolidated affiliates, net of tax	(0.7)	(0.1)	(1.9)	303.0
Net earnings	55.3	40.3	197.1	402.4
Net losses attributable to redeemable noncontrolling interests				2.5
Net earnings attributable to Black Knight	55.3	40.3	197.1	404.9
Operating Segments | Software Solutions
Segment Information
Revenues	323.6	339.4	660.3	670.1
Operating expenses	155.5	148.7	305.5	291.2
EBITDA	168.1	190.7	354.8	378.9
Depreciation and amortization	34.0	35.9	68.1	71.0
Operating income (loss)	134.1	154.8	286.7	307.9
Operating Segments | Data and Analytics
Segment Information
Revenues	44.6	55.1	90.1	111.6
Operating expenses	33.9	37.4	67.2	74.9
EBITDA	10.7	17.7	22.9	36.7
Depreciation and amortization	3.9	4.0	7.9	7.8
Operating income (loss)	6.8	13.7	15.0	28.9
Corporate and Other
Segment Information
Operating expenses	25.0	30.7	54.8	58.6
Transition and integration costs	11.0	8.2	16.5	15.8
EBITDA	(36.0)	(38.9)	(71.3)	(74.4)
Depreciation and amortization	44.2	52.6	88.7	105.2
Operating income (loss)	(80.2)	(91.5)	(160.0)	(179.6)
Allocated share-based compensation expense	$ 6.7	$ 13.0	$ 18.3	$ 24.2

XML

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 55.3	$ 40.3	$ 197.1	$ 404.9

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Insider Trading Arrangements	6 Months Ended
	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false