BLACK KNIGHT FINANCIAL SERVICES, INC., 10-K filed on 2/24/2017
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2016
Jun. 30, 2016
Feb. 23, 2017
Common Class A
Feb. 23, 2017
Common Class B
Document Information [Line Items]
 
 
 
 
Document Type
10-K 
 
 
 
Document Period End Date
Dec. 31, 2016 
 
 
 
Amendment Flag
false 
 
 
 
Document Fiscal Year Focus
2016 
 
 
 
Document Fiscal Period Focus
FY 
 
 
 
Entity Registrant Name
Black Knight Financial Services, Inc. 
 
 
 
Entity Central Index Key
0001627014 
 
 
 
Current Fiscal Year End Date
--12-31 
 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
 
Entity Common Stock, Shares Outstanding
 
 
69,975,662 
84,826,282 
Entity Public Float
 
$ 755,684,386 
 
 
Entity Well-known Seasoned Issuer
Yes 
 
 
 
Entity Voluntary Filers
No 
 
 
 
Entity Current Reporting Status
Yes 
 
 
 
Consolidated Balance Sheets (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Current assets:
 
 
Cash and cash equivalents
$ 133.9 
$ 186.0 
Trade receivables, net
155.8 
138.7 
Prepaid expenses and other current assets
45.4 
28.2 
Receivables from related parties
4.1 
7.6 
Total current assets
339.2 
360.5 
Property and equipment, net
173.0 
152.0 
Computer software, net
450.0 
466.5 
Other intangible assets, net
299.5 
330.2 
Goodwill
2,303.8 
2,220.1 
Other non-current assets
196.5 
174.4 
Total assets
3,762.0 
3,703.7 
Current liabilities:
 
 
Trade accounts payable and other accrued liabilities
55.2 
42.1 
Accrued compensation and benefits
61.1 
52.2 
Current portion of long-term debt
63.4 
43.5 
Deferred revenues
47.4 
40.4 
Total current liabilities
227.1 
178.2 
Deferred revenues
77.3 
56.2 
Deferred income taxes, net
7.9 
4.7 
Long-term debt, net of current portion
1,506.8 
1,618.0 
Other non-current liabilities
3.5 
1.6 
Total liabilities
1,822.6 
1,858.7 
Commitments and contingencies (Note 12)
   
   
Equity:
 
 
Preferred stock; $0.0001 par value; 25,000,000 shares authorized; none issued and outstanding
0 
0 
Additional paid-in capital
810.8 
798.9 
Retained earnings (accumulated deficit)
65.7 
19.9 
Accumulated other comprehensive loss
(0.8)
(0.1)
Total shareholders' equity
875.7 
818.7 
Noncontrolling interests
1,063.7 
1,026.3 
Total equity
1,939.4 
1,845.0 
Total liabilities and equity
3,762.0 
3,703.7 
Common Class A
 
 
Equity:
 
 
Common stock
0 
0 
Common Class B
 
 
Equity:
 
 
Common stock
$ 0 
$ 0 
Consolidated Balance Sheets (Parenthetical) (USD $)
Dec. 31, 2016
Dec. 31, 2015
Common stock, shares outstanding (in shares)
153,900,000 
153,100,000 
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 
Common Class A
 
 
Common stock, par value (in dollars per share)
$ 0.0001 
$ 0.0001 
Common stock, shares authorized (in shares)
350,000,000 
0 
Common stock, shares issued (in shares)
69,091,008 
68,303,680 
Common stock, shares outstanding (in shares)
69,091,008 
68,300,000 
Common Class B
 
 
Common stock, par value (in dollars per share)
$ 0.0001 
$ 0.0001 
Common stock, shares authorized (in shares)
200,000,000 
0 
Common stock, shares issued (in shares)
84,826,282 
84,826,282 
Common stock, shares outstanding (in shares)
84,826,282 
84,826,282 
Consolidated Statements of Operations and Comprehensive Earnings (Loss) (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Revenues
$ 1,026.0 
$ 930.7 
$ 852.1 
Expenses:
 
 
 
Operating expenses
582.6 
538.2 
514.9 
Depreciation and amortization
208.3 
194.3 
188.8 
Transition and integration costs
2.3 
8.0 
119.3 
Total expenses
793.2 
740.5 
823.0 
Operating income
232.8 
190.2 
29.1 
Other income and expense:
 
 
 
Interest expense
(67.6)
(89.8)
(128.7)
Other expense, net
(6.4)
(4.6)
(12.0)
Total other expense, net
(74.0)
(94.4)
(140.7)
Earnings (loss) from continuing operations before income taxes
158.8 
95.8 
(111.6)
Income tax expense (benefit)
25.8 
13.4 
(5.3)
Net earnings (loss) from continuing operations
133.0 
82.4 
(106.3)
Loss from discontinued operations, net of tax
0 
0 
(0.8)
Net earnings (loss)
133.0 
82.4 
(107.1)
Less: Net earnings (loss) attributable to noncontrolling interests
87.2 
62.4 
(107.1)
Net earnings attributable to Black Knight Financial Services, Inc.
45.8 
 
0 
Other comprehensive earnings (loss):
 
 
 
Unrealized holding losses, net of tax
(1.1)
0 
0 
Reclassification adjustments for losses included in net earnings, net of tax
0.5 
0 
0 
Total unrealized losses on interest rate swaps, net of tax
(0.6)
0 
0 
Foreign currency translation adjustment
(0.1)
(0.1)
(0.1)
Other comprehensive loss
(0.7)
(0.1)
(0.1)
Comprehensive earnings (loss) attributable to noncontrolling interests
86.0 
62.4 
(107.1)
Comprehensive earnings (loss)
$ 131.1 
$ 82.3 
$ (107.2)
Common Class A
 
 
 
Net earnings per share attributable to Black Knight Financial Services, Inc., Class A common shareholders:
 
 
 
Basic (in dollars per share)
$ 0.69 
 
 
Diluted (in dollars per share)
$ 0.67 
 
 
Weighted average shares of Class A common stock outstanding
 
 
 
Basic (in shares)
65.9 
 
 
Diluted (in shares)
67.9 
 
 
Consolidated Statements of Operations and Comprehensive Earnings (Loss) Consolidated Statements of Operations and Comprehensive Earnings (Loss) (Parenthetical) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Income Statement [Abstract]
 
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax
$ 0.3 
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax
$ 0.4 
Consolidated and Combined Statements of Equity (USD $)
In Millions, except Share data, unless otherwise specified
Total
USD ($)
Common Class A
Accumulated deficit/retained earnings
USD ($)
Accumulated other comprehensive loss
USD ($)
Common stock
Common Class A
Additional paid-in capital
USD ($)
Noncontrolling interests
USD ($)
Black Knight Financial Services, LLC
USD ($)
Black Knight Financial Services, LLC
Black Knight InfoServ, LLC
USD ($)
Black Knight Financial Services, LLC
Commerce Velocity
USD ($)
Black Knight Financial Services, LLC
Property Insight, LLC
USD ($)
Black Knight Financial Services, LLC
Contributed member capital
USD ($)
Black Knight Financial Services, LLC
Contributed member capital
Black Knight InfoServ, LLC
USD ($)
Black Knight Financial Services, LLC
Contributed member capital
Commerce Velocity
USD ($)
Black Knight Financial Services, LLC
Contributed member capital
Property Insight, LLC
USD ($)
Black Knight Financial Services, LLC
Accumulated deficit/retained earnings
USD ($)
Black Knight Financial Services, LLC
Accumulated deficit/retained earnings
Commerce Velocity
USD ($)
Black Knight Financial Services, LLC
Accumulated deficit/retained earnings
Property Insight, LLC
USD ($)
Black Knight Financial Services, LLC
Accumulated other comprehensive loss
USD ($)
Successor
USD ($)
Successor
Noncontrolling interests
USD ($)
Successor
Black Knight Financial Services, LLC
Contributed member capital
USD ($)
Successor
Black Knight Financial Services, LLC
Accumulated deficit/retained earnings
USD ($)
Successor
Black Knight Financial Services, LLC
Accumulated other comprehensive loss
USD ($)
Successor
Black Knight Financial Services, Inc.
Accumulated deficit/retained earnings
USD ($)
Successor
Black Knight Financial Services, Inc.
Accumulated other comprehensive loss
USD ($)
Successor
Black Knight Financial Services, Inc.
Common stock
Common Class A
Successor
Black Knight Financial Services, Inc.
Common stock
Common Class B
Successor
Black Knight Financial Services, Inc.
Additional paid-in capital
USD ($)
Beginning balance at Dec. 31, 2013
 
 
 
 
 
 
 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance at Dec. 31, 2013
 
 
 
 
 
 
 
0 
 
 
 
0 
 
 
 
0 
 
 
0 
 
 
 
 
 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contribution
 
 
 
 
 
 
 
 
2,792.9 
33.8 
96.8 
 
2,792.9 
62.2 
95.0 
 
(28.4)
1.8 
 
 
 
 
 
 
 
 
 
 
 
Assumption of debt from Fidelity National Financial, Inc.
 
 
 
 
 
 
 
(1,858.0)
 
 
 
(1,858.0)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return of capital to members
 
 
 
 
 
 
 
(9.5)
 
 
 
(9.5)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividend profits interests to Fidelity National Financial, Inc. for awards granted to non-employees
 
 
 
 
 
 
 
 
 
 
 
3.2 
 
 
 
(3.2)
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividend of Property Insight, LLC assets to Fidelity National Financial, Inc.
 
 
 
 
 
 
 
(9.8)
 
 
 
 
 
 
 
(9.8)
 
 
 
 
 
 
 
 
 
 
 
 
 
Profits interests expense
 
 
 
 
 
 
 
6.1 
 
 
 
6.1 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redemption value of profits interests
 
 
 
 
 
 
 
(28.1)
 
 
 
(28.1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net earnings (loss)
(107.1)
 
 
 
 
 
 
(107.1)
 
 
 
 
 
 
 
(107.1)
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
(0.1)
 
 
 
 
 
 
(0.1)
 
 
 
 
 
 
 
 
 
 
(0.1)
 
 
 
 
 
 
 
 
 
 
Increase (Decrease) in Redeemable Members' Interest [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contribution from Member (Thomas H. Lee Partners, L.P.)
 
 
 
 
 
 
 
350.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return of capital to members
 
 
 
 
 
 
 
(7.4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redemption values of profits interests grants
 
 
 
 
 
 
 
28.1 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance at Dec. 31, 2014
 
 
 
 
 
 
 
370.7 
 
 
 
 
 
 
 
 
 
 
 
370.7 
 
 
 
 
 
 
 
 
 
Ending balance at Dec. 31, 2014
 
 
 
 
 
 
 
917.0 
 
 
 
1,063.8 
 
 
 
(146.7)
 
 
(0.1)
917.0 
 
1,063.8 
(146.7)
(0.1)
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profits interests expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.6 
 
2.6 
 
 
 
 
 
 
 
Redemption value of profits interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(59.5)
 
(59.5)
 
 
 
 
 
 
 
Net earnings (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21.4 
 
 
21.4 
 
 
 
 
 
 
Foreign currency translation adjustment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(0.1)
 
 
 
(0.1)
 
 
 
 
 
Increase (Decrease) in Redeemable Members' Interest [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redemption values of profits interests grants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
59.5 
 
 
 
 
 
 
 
 
 
Ending balance at May. 25, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
430.2 
 
 
 
 
 
 
 
 
 
Ending balance at May. 25, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
881.4 
 
1,006.9 
(125.3)
(0.2)
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conversion of profits interests into restricted shares of Class A common stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
75.7 
 
 
 
 
 
 
 
Reclassification of FNF member capital to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1,082.6)
 
 
 
 
 
 
 
Increase (Decrease) in Redeemable Members' Interest [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conversion of THL member interest into Class A common shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(342.6)
 
 
 
 
 
 
 
 
 
Conversion of profits interest holders into Class A common restricted shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(87.6)
 
 
 
 
 
 
 
 
 
Ending balance at Sep. 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance at May. 25, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
430.2 
 
 
 
 
 
 
 
 
 
Beginning balance at May. 25, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
881.4 
 
 
(125.3)
(0.2)
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
475.1 
 
 
 
 
 
 
 
 
475.1 
Issuance of common stock (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20,700,000 
84,800,000 
 
Conversion of THL member interest into Class A and Class B common stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
332.1 
12.7 
 
 
 
 
 
 
 
319.4 
Conversion of THL member interest into Class A and Class B common stock (shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
39,300,000 
 
 
Conversion of profits interests into restricted shares of Class A common stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
87.6 
 
 
 
 
 
 
 
 
11.9 
Conversion of profits interests into restricted shares of Class A common stock (shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8,000,000 
 
 
Reclassification of FNF member capital to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,082.6 
 
 
 
 
 
 
 
 
Reclassifications of accumulated deficit and other comprehensive loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(110.0)
 
125.3 
0.2 
 
 
 
 
(15.5)
Issuance of restricted shares of Class A common stock (shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
300,000 
 
 
Equity based compensation expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8.0 
 
 
 
 
 
 
 
 
8.0 
Net earnings (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
61.0 
41.0 
 
 
 
20.0 
 
 
 
 
Foreign currency translation adjustment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(0.1)
 
 
 
 
 
(0.1)
 
 
 
Tax distributions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(0.1)
 
 
 
 
(0.1)
 
 
 
 
Ending balance at Dec. 31, 2015
1,845.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,845.0 
1,026.3 
 
 
 
19.9 
(0.1)
 
 
798.9 
Ending balance (shares) at Dec. 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
68,300,000 
84,800,000 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock (in shares)
 
 
 
 
800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity based compensation expense
11.9 
 
 
 
 
11.9 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net earnings (loss)
133.0 
 
45.8 
 
 
 
87.2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
(0.1)
 
 
(0.1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tax distributions
(48.6)
 
 
 
 
 
(48.6)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (Decrease) in Redeemable Members' Interest [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized Gain (Loss) on Cash Flow Hedging Instruments
(1.8)
 
 
(0.6)
 
 
(1.2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance at Dec. 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0 
 
 
 
 
 
 
 
 
 
Ending balance at Dec. 31, 2016
$ 1,939.4 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 1,939.4 
$ 1,063.7 
 
 
 
$ 65.7 
$ (0.8)
 
 
$ 810.8 
Ending balance (shares) at Dec. 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
69,100,000 
84,800,000 
 
Consolidated and Combined Statements of Cash Flows (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Cash flows from operating activities:
 
 
 
Net earnings (loss)
$ 133.0 
$ 82.4 
$ (107.1)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
 
 
 
Depreciation and amortization
208.3 
194.3 
188.8 
Amortization of debt issuance costs, bond premium and original issue discount
2.7 
0.8 
(2.1)
Loss on extinguishment of debt, net
0 
4.8 
0 
Deferred income taxes, net
3.2 
11.8 
0.1 
Equity-based compensation
12.4 
11.4 
6.4 
Changes in assets and liabilities:
 
 
 
Trade and other receivables, including receivables from related parties
(6.4)
(20.9)
0.2 
Prepaid expenses and other assets
(11.2)
(6.4)
(9.5)
Deferred contract costs
26.2 
32.6 
27.8 
Deferred revenues
(51.9)
(54.9)
(42.5)
Trade accounts payable and other accrued liabilities
9.4 
(7.7)
(42.7)
Net cash provided by operating activities
325.7 
248.2 
19.4 
Cash flows from investing activities:
 
 
 
Additions to property and equipment
(38.1)
(45.6)
(21.4)
Additions to computer software
(41.9)
(50.1)
(45.5)
Business acquisitions, net of cash acquired
(150.2)
0 
0 
Investment in property records database
0 
(6.8)
0 
Proceeds from sale of PCLender
0 
0 
1.5 
Net cash used in investing activities
(230.2)
(102.5)
(65.4)
Cash flows from financing activities:
 
 
 
Borrowings, net of original issue discount
55.0 
1,299.0 
88.0 
Debt service payments
(149.0)
(1,745.9)
(432.2)
Distributions to members
(48.6)
(17.4)
(16.9)
Proceeds from issuance of Class A common stock, before offering expenses
0 
479.3 
0 
Costs directly associated with issuance of Class A common stock
0 
(4.2)
0 
Debt issuance costs
0 
(20.6)
0 
Senior notes call premium
0 
(11.8)
0 
Net proceeds from sale of National Title Insurance of New York, Inc. to Fidelity National Financial, Inc.
0 
0 
50.2 
Repayments of Long-term Capital Lease Obligations
(5.0)
0 
0 
Net cash (used in) provided by financing activities
(147.6)
(21.6)
107.9 
Restricted And Unrestricted Cash And Cash Equivalents, Period Increase (Decrease)
(52.1)
124.1 
61.9 
Cash and cash equivalents, beginning of period
186.0 
61.9 
0 
Cash and cash equivalents, end of period
133.9 
186.0 
61.9 
Supplemental cash flow information:
 
 
 
Interest paid
(60.2)
(89.2)
(131.8)
Income taxes (paid) refunded, net
(21.9)
0.2 
30.7 
Fidelity National Commerce Velocity, LLC
 
 
 
Cash flows from financing activities:
 
 
 
Cash from contribution from Fidelity National Financial Inc.
0 
0 
0.7 
Property Insight, LLC
 
 
 
Cash flows from financing activities:
 
 
 
Cash from contribution from Fidelity National Financial Inc.
0 
0 
6.7 
Thomas H. Lee Partners, LP
 
 
 
Cash flows from financing activities:
 
 
 
Proceeds from contributions from affiliates
0 
0 
350.0 
Black Knight InfoServ, LLC
 
 
 
Cash flows from financing activities:
 
 
 
Proceeds from contributions from affiliates
$ 0 
$ 0 
$ 61.4 
Basis of Presentation
Basis of Presentation
Basis of Presentation
The accompanying audited Consolidated Financial Statements were prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). As further discussed below and in Note 2—Acquisition and Internal Reorganization by FNF and Other Transactions, Black Knight Financial Services, LLC ("BKFS LLC") was established in connection with the acquisition of Lender Processing Services, Inc. ("LPS") by Fidelity National Financial, Inc. ("FNF") on January 2, 2014 (the "Acquisition") and ensuing internal reorganization (the "Internal Reorganization"). As part of the Internal Reorganization, certain pre-existing FNF businesses were contributed to BKFS LLC. Accordingly, we have applied GAAP requirements for transactions between entities under common control to the Consolidated Financial Statements.
We consider the contribution of Black Knight InfoServ, LLC ("BKIS"), a Delaware limited liability company, (including the Technology, Data and Analytics business of LPS) to BKFS LLC on January 3, 2014 to be a change in reporting entity. BKIS was contributed by FNF to BKFS LLC subsequent to the Acquisition, but has been retroactively reflected as being included in BKFS LLC since January 2, 2014, the date it came under the common control of FNF. The results of operations and cash flows for the day ended January 1, 2014 are immaterial and we have included these results and cash flows for that day within the accompanying Consolidated Statements of Operations and Comprehensive Earnings (Loss) and Consolidated Statements of Cash Flows for the year ended December 31, 2014. See Note 2—Acquisition and Internal Reorganization by FNF and Other Transactions for further discussion of these transactions.
The periods presented represent the consolidated financial position, results of operations and cash flows of (1) Black Knight for the period from May 26, 2015, the date we completed our initial public offering (the "IPO"), through December 31, 2015 and for the year ended December 31, 2016 and (2) BKFS LLC for the period from January 2, 2014 through May 25, 2015, the day prior to the IPO.
Description of Business
Black Knight was incorporated in the State of Delaware on October 27, 2014. We are a holding company that conducts business through our interest in BKFS LLC, our sole asset and a provider of integrated technology, data and analytics solutions that facilitates and automates many of the business processes across the mortgage lifecycle. We provide solutions to the mortgage and real estate industries primarily in the United States.
BKFS LLC owns all of the membership interests of BKIS, formerly known as LPS. As discussed further in Note 2—Acquisition and Internal Reorganization by FNF and Other Transactions, FNF acquired LPS on January 2, 2014, and LPS underwent a series of transactions on January 3, 2014 in which the Technology, Data and Analytics businesses of LPS, as well as certain pre-existing FNF businesses, were contributed to BKFS LLC.
Reporting Segments
We conduct our operations through two reporting segments, (1) Technology and (2) Data and Analytics. See further discussion in Note 17—Segment Information.
Organizational Transactions
An IPO of Black Knight was completed on May 26, 2015. In connection with the IPO, the following transactions occurred:
•
the amendment and restatement of our certificate of incorporation to authorize the issuance of two classes of common stock, Class A and Class B, which generally vote as a single class on all matters submitted for a vote to shareholders;
•
the issuance of shares of Class B common stock by us to FNF and certain Thomas H. Lee Partners, L.P. ("THL") affiliates ("THL Affiliates"), former holders of membership interests in BKFS LLC ("Units"). Class B common stock is neither registered nor publicly traded and does not entitle the holders thereof to any of the economic rights, including rights to dividends and distributions upon liquidation, that would be provided to holders of Class A common stock; and the total voting power of the Class B common stock is equal to the percentage of Units not held by us;
•
the issuance of shares of Class A common stock and a $17.3 million cash payment to certain THL Affiliates, in connection with the merger of certain THL affiliated entities (the "THL Intermediaries") with and into us, pursuant to which we acquired the Units held by the THL Intermediaries;
•
the issuance of shares of Class A common stock by Black Knight to the investors in the IPO;
•
the contribution by us of the net cash proceeds received in the IPO to BKFS LLC in exchange for 44.5% of the Units and a managing member's membership interest in BKFS LLC;
•
the conversion of all outstanding equity incentive awards in the form of profits interests in BKFS LLC into restricted shares of our Class A common stock; and
•
the restatement of the limited liability company agreement ("LLC Agreement") to provide for the governance and control of BKFS LLC by Black Knight as its managing member and to establish the terms upon which other holders of Units may exchange their Units, and a corresponding number of shares of Class B common stock for, at our option, shares of Class A common stock on a one-for-one basis or a cash payment from BKFS LLC.
We refer to the above transactions as the "Offering Reorganization."
Initial Public Offering
On May 26, 2015, we completed the IPO of 18,000,000 shares of our Class A common stock, par value $0.0001 per share ("Class A common stock"), at an offering price of $24.50 per share. We granted the underwriters a 30-day option to purchase an additional 2,700,000 shares of our Class A common stock at the offering price, which was exercised in full. A total of 20,700,000 shares of Class A common stock were issued on May 26, 2015, with net proceeds of $475.1 million, after deducting $32.1 million for the underwriters' discount and IPO-related expenses.
The use of the proceeds from the IPO is as follows (in millions):
Gross proceeds
 
$
507.2

Less:
 
 
Underwriters' discount
 
27.9

IPO-related expenses
 
4.2

Partial redemption of 5.75% Senior Notes due 2023 (Note 11)
 
204.8

Call premium on partial redemption of 5.75% Senior Notes due 2023
 
11.8

Interest on partial redemption of 5.75% Senior Notes due 2023
 
1.4

Cash payment to THL Intermediaries
 
17.3

Partial repayment of principal on other outstanding long-term debt
 
203.0

Refinancing expenses
 
20.6

Cash to balance sheet
 
16.2

Unused proceeds
 
$
—


As a result of the organizational transactions and IPO described above, we owned 44.5% of the Units of BKFS LLC; Black Knight Holdings, Inc. ("BKHI"), Chicago Title Insurance Company ("CTIC") and Fidelity National Title Insurance Company, all subsidiaries of FNF, collectively owned 54.5% of the Units; and THL and THL Affiliates owned 1.0% of the Units immediately following the IPO.
Discontinued Operations
On June 30, 2014, we completed the sale of PCLender.com, Inc. ("PCLender") for $1.5 million. No gain or loss was recognized on the disposal. The results of PCLender are reflected within the Consolidated Statements of Operations and Comprehensive Earnings (Loss) as discontinued operations. Revenues from discontinued operations were $2.5 million for the year ended December 31, 2014. Loss from discontinued operations before income taxes was $0.8 million for the year ended 2014.
Planned Distribution of FNF's Ownership Interest
On December 7, 2016, we announced that FNF's Board of Directors approved a tax-free plan (the "Distribution Plan") whereby FNF intends to distribute all 83.3 million shares of Black Knight common stock that it currently owns to FNF Group shareholders. We plan to effectuate the Distribution Plan through four newly-formed corporations, New BKH Corp. ("New BKH"), Black Knight Holdco Corp. ("New Black Knight"), New BKH Merger Sub, Inc. ("Merger Sub One") and BKFS Merger Sub, Inc. ("Merger Sub Two"). BKHI will contribute its shares of Black Knight Class B common stock and its Units of BKFS LLC to New BKH in exchange for 100% of the shares of New BKH common stock, following which BKHI will distribute to FNF all of the shares of New BKH common stock held by BKHI. Immediately thereafter, FNF will distribute the shares of New BKH common stock to its shareholders, provided that such distribution shall be subject to the conversion of such shares of New BKH common stock into shares of New Black Knight common stock. Immediately following the spin-off, Merger Sub One will merge with and into New BKH (the "New BKH merger"). In the New BKH merger, each outstanding share of New BKH common stock (other than shares owned by New BKH) will be exchanged for one share of New Black Knight common stock. Immediately following the New BKH merger, Merger Sub Two will merge with and into Black Knight (the "BKFS merger"). In the BKFS merger, each outstanding share of Black Knight common stock (other than shares owned by Black Knight and New BKH) will be exchanged for one share of New Black Knight common stock. New Black Knight will be the public company following the completion of the distribution and mergers.
The Distribution Plan is subject to the receipt of private letter rulings from the Internal Revenue Service, approving the tax-free spin-off of the Black Knight shares; filing and acceptance of a registration statement for the Black Knight spin-off with the Securities and Exchange Commission ("SEC"); refinancing of BKIS's 5.75% senior notes due 2023 (the "Senior Notes"), which are subject to FNF's guarantee, on reasonable terms; Black Knight shareholder approval; and other customary closing conditions. The closing of the tax-free distribution is expected by the third quarter of 2017.
Realignment of Property Insight
Effective January 1, 2017, Property Insight, LLC ("Property Insight"), a Black Knight subsidiary that provides information used by title insurance underwriters, title agents and closing attorneys to source and underwrite title insurance for real property sales and transfer, realigned its commercial relationship with FNF. In connection with the realignment, Property Insight employees responsible for title plant posting and maintenance were transferred to FNF. Under the new commercial arrangement, Black Knight will continue to own the title plant technology and retain sales responsibility for third parties, other than FNF. As a result of the realignment, Black Knight will no longer recognize revenues or expense related to title plant posting and maintenance, but will charge FNF a license fee for use of the technology to access and maintain the title plant data. This transaction will not result in any gain or loss.
Share Repurchase Program
On January 31, 2017, our Board of Directors authorized a three-year share repurchase program, effective February 3, 2017, under which the Company may repurchase up to 10 million shares of its Class A common stock. The timing and volume of share repurchases will be determined by the Company's management based on its ongoing assessments of the capital needs of the business, the market price of its common stock and general market conditions. The repurchase program authorizes us to purchase Black Knight common stock from time to time through February 2, 2020, through open market purchases, negotiated transactions or other means, in accordance with applicable securities laws and other restrictions.
Acquisition and Internal Reorganization by FNF and Other Transactions
Acquisition and Internal Reorganization by FNF and Other Transactions
Acquisition and Internal Reorganization by FNF and Other Transactions
On January 2, 2014, FNF completed the Acquisition, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 28, 2013, among FNF, BKHI and Lion Merger Sub, Inc., a Delaware corporation and a subsidiary of BKHI ("Merger Sub") and LPS. Pursuant to the Merger Agreement, Merger Sub merged with and into LPS (the "Merger"), with LPS surviving as a subsidiary of BKHI, and each outstanding share of common stock, par value $0.0001 per share, of LPS (the "LPS Common Stock") (other than shares owned by LPS, its subsidiaries, FNF, BKHI or Merger Sub and shares in respect of which appraisal rights had been properly exercised and perfected under Delaware law) was automatically converted into the right to receive (i) $28.102 in cash and (ii) 0.28742 of a share of Class A common stock, par value $0.0001 per share, of FNF ("FNF Common Stock") (the "Merger Consideration"). The Merger was effective on January 2, 2014. Upon the closing of the Merger, the shares of LPS Common Stock, which previously traded under the ticker symbol "LPS" on the New York Stock Exchange ("NYSE"), ceased trading on, and were delisted from, the NYSE. As a result of the Merger, LPS became an indirect subsidiary of FNF.
On January 3, 2014, LPS was converted into a Delaware limited liability company and was renamed BKIS. Also on that date, pursuant to the Internal Reorganization, BKIS distributed all of its limited liability company membership interests and equity interests in its subsidiaries engaged in the Transaction Services business to BKHI (the "Distribution"). Following the Distribution, BKHI contributed the Transaction Services subsidiaries to its wholly-owned subsidiary Black Knight Financial Services II, LLC, which has been renamed ServiceLink Holdings, LLC ("ServiceLink") and contributed BKIS to its subsidiary Black Knight Financial Services I, LLC, now known as BKFS LLC. Also on January 3, 2014, BKHI contributed its subsidiary, Fidelity National Commerce Velocity, LLC ("Commerce Velocity") to BKFS LLC, which then contributed Commerce Velocity to BKIS. In addition, BKIS sold its interest in National Title Insurance of New York, Inc. ("NTNY") to CTIC (a wholly-owned subsidiary of FNF) on this date. All of these steps are referred to herein as the "Internal Reorganization." Thereafter, 35% of the membership interest of BKFS LLC was issued to certain funds affiliated with THL.
As part of the LLC Agreement, THL had an option to put its ownership interest of BKFS LLC to BKFS LLC or FNF if no public offering of the corresponding business had been consummated after four years. As a result of the IPO completed on May 26, 2015, THL no longer has the option to put its ownership interest of BKFS LLC to BKFS LLC or FNF. As the redeemable interest provided for redemption features not solely within the control of BKFS LLC or FNF, BKFS LLC classified the redeemable interest, through the completion of the IPO, outside of permanent equity in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480-10, Distinguishing Liabilities from Equity.
In connection with the Acquisition and the subsequent formation of BKFS LLC, all LPS assets and liabilities contributed to BKFS LLC were set to their fair value on January 2, 2014 as part of FNF's allocation of the LPS purchase price to the identifiable assets and liabilities acquired. The purchase price was allocated to the assets acquired and liabilities assumed based on our best estimates of their fair values as of the Acquisition date. Goodwill was recorded based on the amount that the purchase price exceeded the fair value of the net assets acquired.
The opening balance sheet of LPS on January 2, 2014, as ultimately contributed to BKFS LLC on January 3, 2014, and based on the purchase price allocation of the acquired assets and liabilities by FNF, is as follows (in millions):
Cash and cash equivalents
$
61.4

Trade receivables
103.0

Income tax receivable
26.9

Prepaid expenses and other assets, including indefinite-lived intangible assets
187.7

Property and equipment
140.4

Computer software
490.2

Other intangible assets
504.9

Deferred income taxes, net
0.3

Goodwill
2,148.5

Total assets
3,663.3

Long-term debt
623.3

Deferred revenues
35.8

Legal and regulatory accrual
14.0

Other liabilities
197.3

Total liabilities
870.4

Net assets
$
2,792.9


During 2016, we identified a $3.8 million adjustment related to the opening balance sheet of LPS resulting in an increase in Trade receivables, net and a decrease in Goodwill. This adjustment is reflected in the table above, in the Consolidated Balance Sheets as of December 31, 2015 and in Note 3—Significant Accounting Policies and Note 10—Goodwill. The adjustment had no effect on opening Equity or Net earnings in any period presented.
On January 3, 2014, FNF, through BKHI, contributed Commerce Velocity to BKFS LLC at its historical basis, since the contribution was a transaction between entities under common control. BKFS LLC recognized assets of $35.9 million and liabilities of $2.1 million as a result of the contribution. In accordance with GAAP requirements for transactions between entities under common control, the Consolidated Financial Statements have been adjusted as if the contribution occurred as of the earliest period presented as the entities were under common control.
Also on January 3, 2014, BKHI sold its interest in NTNY to CTIC for $85.0 million. No gain or loss was recognized on this sale.
On June 2, 2014, as part of an internal reorganization, two wholly-owned subsidiaries of FNF contributed their respective interests in Property Insight to BKFS LLC in exchange for 6.4 million BKFS LLC Class A Units. As a result of the transaction, BKFS LLC now owns 100% of Property Insight. In accordance with GAAP requirements for transactions between entities under common control, assets and liabilities contributed in the transaction were recorded at their respective historical FNF book values on the date of contribution. Net assets recorded at the contribution date totaled $89.0 million. The Consolidated Financial Statements have been adjusted as if the contribution occurred as of the earliest period presented.
In connection with the contribution of Property Insight, the LLC Agreement was amended to increase the number of Class A Units issued from 100.0 million to 106.4 million. The amendment also provides FNF with the option, but not the obligation, to repurchase Property Insight from BKFS LLC at fair value in the event of a sale of BKFS LLC, as defined in the LLC Agreement. As a result of the additional shares issued, THL owned 32.9% of the outstanding member interests of BKFS LLC, while FNF and its subsidiaries collectively owned 67.1% of the outstanding member interests of BKFS LLC.
Significant Accounting Policies
Significant Accounting Policies
Significant Accounting Policies
The following describes our significant accounting policies that have been followed in preparing the accompanying Consolidated Financial Statements.
Principles of Consolidation
The accompanying Consolidated Financial Statements were prepared in accordance with GAAP, and all adjustments considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated.
BKFS LLC is subject to the consolidation guidance related to variable interest entities as set forth in ASC Topic 810, Consolidation ("ASC 810"). Black Knight, as the sole managing member of BKFS LLC, has the exclusive authority to manage, control and operate the business and affairs of BKFS LLC and its subsidiaries, pursuant to the terms of the LLC Agreement. Under the terms of the LLC Agreement, Black Knight is authorized to manage the business of BKFS LLC, including the authority to enter into contracts, manage bank accounts, hire employees and agents, incur and pay debts and expenses, merge or consolidate with other entities and pay taxes. Because Black Knight is the primary beneficiary through its sole managing member interest and possessing the rights established in the LLC Agreement and in accordance with the requirements of ASC 810, Black Knight controls BKFS LLC and appropriately consolidates the operations thereof.
We account for noncontrolling interests in accordance with ASC 810. Noncontrolling interests represent BKHI and certain of its affiliates' and THL and THL Affiliates' share of net earnings or loss and of equity in BKFS LLC. Our Class A shareholders indirectly control BKFS LLC through our managing member interest. Our Class B shareholders have a noncontrolling interest in BKFS LLC. Their share of equity in BKFS LLC is reflected in Noncontrolling interests in our Consolidated Balance Sheets and their share of net earnings or loss in BKFS LLC is reported in Net earnings (loss) attributable to noncontrolling interests in our Consolidated Statements of Operations and Comprehensive Earnings (Loss). Net earnings or loss attributable to noncontrolling interests do not include expenses incurred directly by Black Knight, including income tax expense attributable to Black Knight.
All earnings prior to the closing of our IPO on May 26, 2015 have been disclosed as Net earnings (loss) attributable to noncontrolling interests.
Reclassifications
Certain reclassifications have been made in the 2015 and 2014 Consolidated Financial Statements to conform to the classifications used in 2016. These reclassifications have not changed Net earnings (loss) or Total equity, as previously reported.
Fair Value
Fair Value of Financial Assets and Liabilities
The fair values of financial assets and liabilities are determined using the following fair value hierarchy:
•
Level 1 inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access.
•
Level 2 inputs to the valuation methodology include:
◦
quoted prices for similar assets or liabilities in active markets;
◦
quoted prices for identical or similar assets or liabilities in inactive markets;
◦
inputs other than quoted prices that are observable for the asset or liability; and
◦
inputs that are derived principally from or corroborated by observable market data by correlation or other means.
•
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
Assets are classified in their entirety based on the lowest level of input that is significant to the 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.
Fair Value of Assets Acquired and Liabilities Assumed
The fair values of assets acquired and liabilities assumed in business combinations are estimated using various assumptions. The most significant assumptions, and those requiring the most judgment, involve the estimated fair values of intangible assets and software, with the remaining value, if any, attributable to goodwill. We utilize third-party valuation specialists to assist with determining the fair values of intangible assets and software purchased in business combinations. These estimates are based on Level 2 and Level 3 inputs.
Management Estimates
The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The accounting estimates that require our most significant, difficult and subjective judgments include the determination of elements and allocation of fair value of our revenue arrangements, the recoverability of other intangible assets and goodwill, and the assessment of loss contingencies. Actual results that we experience could differ from our estimates.
Cash and Cash Equivalents
Highly liquid instruments purchased with original maturities of three months or less are considered cash equivalents. Cash equivalents are invested with high credit quality financial institutions and consist of short-term investments, such as demand deposit accounts, money market accounts, money market funds and time deposits. The carrying amounts of these instruments reported in the Consolidated Balance Sheets approximate their fair value because of their immediate or short-term maturities.
Cash and cash equivalents include the following (in millions):
 
December 31,
 
2016
 
2015
Unrestricted:
 
 
 
Cash
$
129.8

 
$
52.3

Cash equivalents
1.8

 
130.1

Total unrestricted cash and cash equivalents
131.6

 
182.4

Restricted cash equivalents (1)
2.3

 
3.6

Total cash and cash equivalents
$
133.9

 
$
186.0

_______________
(1)
Restricted cash equivalents relate to our subsidiary, I-Net Reinsurance Limited, and are held in trust until the final reinsurance policy is canceled.
Trade Receivables, Net
The carrying amounts reported in the Consolidated Balance Sheets for Trade receivables, net approximate their fair value because of their short-term nature.
A summary of Trade receivables, net of allowance for doubtful accounts, as of December 31, 2016 and 2015 is as follows (in millions):
 
December 31,
 
2016
 
2015
Trade receivables — billed
$
115.4

 
$
102.7

Trade receivables — unbilled
42.6

 
38.5

Total trade receivables
158.0

 
141.2

Allowance for doubtful accounts
(2.2
)
 
(2.5
)
Total trade receivables, net
$
155.8

 
$
138.7


In addition to the amounts above, we have approximately $14.8 million in unbilled receivables as of December 31, 2016 that we do not expect to collect within the next year. These unbilled receivables are classified in Other non-current assets in our Consolidated Balance Sheets and were $18.4 million as of December 31, 2015. Billings for these receivables are primarily based on contractual terms.
The allowance for doubtful accounts represents management's estimate of those balances that are uncollectible as of the balance sheet date. We determine the allowance based on known troubled accounts, historical experience and other currently available evidence. We write off trade receivables when the likelihood of collection of a trade receivable balance is considered remote.
The rollforward of allowance for doubtful accounts for the years ended December 31, 2016, 2015 and 2014 is as follows (in millions):
 
 
Beginning balance
 
Bad debt expense
 
Write-offs, net of recoveries
 
Transfers and acquisitions
 
Ending balance
Year ended December 31, 2014
 
$
—

 
$
(1.5
)
 
$
0.1

 
$
(0.2
)
 
$
(1.6
)
Year ended December 31, 2015
 
(1.6
)
 
(2.1
)
 
1.1

 
0.1

 
(2.5
)
Year ended December 31, 2016
 
(2.5
)
 
(0.6
)
 
0.9

 
—

 
(2.2
)

Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consists of the following (in millions):
 
December 31,
 
2016
 
2015
Prepaid expenses
$
37.2

 
$
25.0

Other current assets
8.2

 
3.2

Prepaid expenses and other current assets
$
45.4

 
$
28.2


Property and Equipment, Net
Property and equipment is recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed primarily using the straight-line method based on the following estimated useful lives of the related assets: 30 years for buildings and 3 to 7 years for furniture, fixtures and computer equipment. Leasehold improvements are amortized using the straight-line method over the lesser of the initial term of the respective lease or the estimated useful life of such asset.
Computer Software, Net
Computer software includes the fair value of software acquired in business combinations, purchased software and internally developed software. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life, ranging from 3 to 7 years. Software acquired in business combinations is recorded at its fair value and amortized using the straight-line or accelerated methods over its estimated useful life.
Internal development costs are accounted for in accordance with ASC Topic 985, Software, Subtopic 20, Costs of Software to Be Sold, Leased, or Otherwise Marketed, or ASC Topic 350, Intangibles - Goodwill and Other, Subtopic 40, Internal-Use Software. For computer software products to be sold, leased or otherwise marketed, all costs incurred to establish the technological feasibility are research and development costs and are expensed as they are incurred. Costs incurred subsequent to establishing technological feasibility, such as programmers salaries and related payroll costs and costs of independent contractors, are capitalized and amortized on a product by product basis commencing on the date of general release to customers. We do not capitalize any costs once the product is available for general release to customers. Amortization expense is recorded using straight-line or accelerated methods over the estimated software life, which generally ranges from 5 to 10 years. We also assess the recorded value for impairment on a regular basis by comparing the carrying value to the estimated future cash flows to be generated by the underlying software asset.
For internal-use computer software products, internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred during the application development stage are capitalized and amortized on a product-by-product basis commencing on the date the software is ready for its intended use. We do not capitalize any costs once the software is ready for its intended use. Amortization expense is recorded ratably over the software's estimated useful life, generally ranging from 5 to 7 years.
Other Intangible Assets, Net
Other intangible assets, net consist primarily of customer relationships and trademarks that are recorded in connection with acquisitions at their fair value based on the results of a valuation analysis. Customer relationships are amortized over their estimated useful lives using an accelerated method that takes into consideration expected customer attrition rates over a period of up to 10 years from the acquisition date.
Our property records database, which is an intangible asset not subject to amortization, is included in Other non-current assets in our Consolidated Balance Sheets. The carrying value as of December 31, 2016 and 2015 was $59.7 million.
Impairment Testing
Long-lived assets, including property and equipment, computer software and other intangible assets with definite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. We did not have any events or circumstances indicating impairment of our long-lived assets for the years ended December 31, 2016, 2015 and 2014.
Goodwill
Goodwill represents the excess of cost over the fair value of identifiable assets acquired and liabilities assumed in business combinations. Goodwill is not amortized and is tested for impairment annually, or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. In evaluating the recoverability of goodwill, we perform an annual goodwill impairment analysis based on a review of qualitative factors to determine if events and circumstances exist that could lead to a determination that the fair value of a reporting unit is greater than its carrying amount. We have three reporting units that carry goodwill as of December 31, 2016 - Servicing Technology, Origination Technology and Data and Analytics. We completed an annual goodwill impairment analysis as of September 30, 2016. We did not have any events or circumstances indicating impairment of our goodwill during the years ended December 31, 2016, 2015 and 2014.
Deferred Contract Costs
Cost of software sales, outsourced data processing and application management arrangements, including costs incurred for bid and proposal activities, are generally expensed as incurred. However, certain costs incurred upon initiation of a contract are deferred and expensed over the contract life. These costs represent incremental external costs or certain specific internal costs that are directly related to the contract acquisition or transition activities and are primarily associated with installation of systems, processes and data conversion.
In the event indications exist that a deferred contract cost balance related to a particular contract may not be recoverable, undiscounted estimated cash flows of the contract are projected over its remaining estimated term and compared to the unamortized deferred contract cost balance. If the projected cash flows are not adequate to recover the unamortized cost balance, the balance would be adjusted with a charge to earnings to equal the contract's net realizable value, including any termination fees provided for under the contract, in the period such a determination is made.
As of December 31, 2016 and 2015, we had deferred contract costs of $113.3 million and $87.0 million, respectively, included in Other non-current assets in our Consolidated Balance Sheets. Amortization expense for deferred contract costs was $25.5 million, $9.2 million and $1.0 million for the years ended December 31, 2016, 2015 and 2014, respectively, and is included in Depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Earnings (Loss).
Trade Accounts Payable and Other Accrued Liabilities
The carrying amount reported in the Consolidated Balance Sheets for Trade accounts payable and other accrued liabilities approximates fair value because of their short-term nature.
Loss Contingencies
ASC Topic 450, Contingencies, requires that we accrue for loss contingencies associated with outstanding litigation, claims and assessments, as well as unasserted claims for which management has determined it is probable that a loss contingency exists and the amount of loss can be reasonably estimated.
Deferred Compensation Plan
Certain of our management level employees and directors are eligible to participate in the FNF Deferred Compensation Plan (the "Plan"). The Plan permits participants to defer receipt of part of their current compensation. Participant benefits for the Plan are provided by a funded rabbi trust.
The compensation withheld from Plan participants, together with investment income on the Plan, is recorded as a deferred compensation obligation to participants. During 2014, the LPS Deferred Compensation Plan was frozen for new contributions and eligible employees were allowed to enroll in the FNF Deferred Compensation Plan. Also during 2014, the underlying rabbi trust was merged into the FNF deferred compensation rabbi trust, and the related liability was transferred to FNF. As a result of the aforementioned activities, the liability to Plan participants as well as the assets of the funded rabbi trust are carried by FNF.
Equity-Based Compensation
We expense employee equity-based payments under ASC Topic 718, Compensation—Stock Compensation, which requires compensation cost for the grant date fair value of equity-based payments to be recognized over the requisite service period. We estimated the grant date fair value of the equity-based awards issued in the form of profits interests using the Black-Scholes option pricing model. The fair value of our restricted stock awards is measured based on the closing market price of our stock on the grant date.
Earnings Per Share
Basic earnings per share is computed by dividing Net earnings attributable to Black Knight by the weighted average shares outstanding during the period. Diluted earnings per share is computed by dividing Net earnings attributable to Black Knight, adjusted as necessary for the affect of potentially dilutive securities, by the number of weighted-average shares outstanding during the period and the affect of securities that would have a dilutive effect on earnings per share. See Note 5—Earnings Per Share for a more detailed discussion.
Revenue Recognition
The following describes our primary types of revenues and our revenue recognition policies as they pertain to the types of contractual arrangements we enter into with our customers to provide services, software licenses and software-related services either individually or as part of an integrated offering of multiple services. These arrangements occasionally include offerings from more than one segment to the same customer. We recognize revenues relating to hosted software, licensed software, software-related services, data and analytics services and valuation-related services. In some cases, these services are offered in combination with one another, and in other cases we offer them individually. Revenues from processing services are typically volume-based depending on factors such as the number of accounts processed, transactions processed and computer resources utilized.
Revenue is realized or realizable and earned when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller's price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. For hosting arrangements, revenues and costs related to implementation, conversion and programming services are deferred and subsequently recognized using the straight-line method over the term of the related services agreement. We evaluate these deferred contract costs for recoverability in the event any indications exist that deferred contract costs may not be recoverable.
In the event that our arrangements with our customers include more than one element, we determine whether the individual revenue elements can be recognized separately. In arrangements with multiple deliverables, the delivered items are considered separate units of accounting if (1) they have value on a standalone basis and (2) performance of the undelivered items is considered probable and within our control. Arrangement consideration is then allocated to the separate units of accounting based on relative selling price. If it exists, vendor-specific objective evidence ("VSOE") of fair value is used to determine relative selling price, otherwise third-party evidence of selling price is used. If neither exists, the best estimate of selling price is used for the deliverable.
For multiple element software arrangements, we determine the appropriate units of accounting and how the arrangement consideration should be measured and allocated to the separate units. Initial license fees are recognized when a contract exists, the fee is fixed or determinable, software delivery has occurred and collection of the receivable is deemed probable, provided that VSOE of fair value has been established for each element or for any undelivered elements. We determine the fair value of each element or the undelivered elements in multiple element software arrangements based on VSOE of fair value. VSOE of fair value for each element is based on the price charged when the same element is sold separately, or in the case of post-contract customer support, when a stated renewal rate is provided to the customer. If evidence of fair value of all undelivered elements exists but evidence does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred, and the remaining portion of the arrangement fee is recognized as revenue. If evidence of fair value does not exist for one or more undelivered elements of a contract, then all revenue is deferred until all elements are delivered or fair value is determined for all remaining undelivered elements. Revenue from post-contract customer support is recognized ratably over the term of the agreement. We record deferred revenue for all billings invoiced prior to revenue recognition.
Operating Expenses
Operating expenses include all costs, excluding depreciation and amortization, incurred by us to produce revenues. Operating expenses include personnel expense, employee benefits, occupancy costs, data processing costs, program design and development costs and professional services.
General and administrative expenses, which are primarily included in our corporate segment within Operating expenses, include personnel expense, employee benefits, occupancy and other costs associated with personnel employed in marketing, human resources, legal, enterprise risk, finance and other support functions. General and administrative expenses also include certain professional and legal fees and costs of advertising and other marketing-related programs.
Depreciation and Amortization
Depreciation and amortization includes depreciation of property and equipment and amortization of computer software, deferred contract costs and other intangible assets. Depreciation and amortization on the Consolidated Statements of Operations and Comprehensive Earnings (Loss) include the following (in millions):
 
Year ended December 31,
 
2016
 
2015
 
2014
Property and equipment
$
28.4

 
$
28.4

 
$
29.6

Computer software
78.0

 
70.3

 
65.2

Other intangible assets
76.4

 
86.4

 
93.0

Deferred contract costs
25.5

 
9.2

 
1.0

Total
$
208.3

 
$
194.3

 
$
188.8

Transition and Integration Costs
Transition and integration costs primarily contain incremental costs associated with acquisitions for the year ended December 31, 2016. In prior periods, transition and integration costs contain incremental costs associated with executing the Acquisition and completing the Internal Reorganization and the Offering Reorganization as described above, as well as the related transitioning costs including employee severance, synergy program bonuses and certain other non-recurring professional and other costs, including costs related to the IPO, as well as member management fees, of which substantially all were incurred prior to the completion of the IPO on May 26, 2015.
Interest Expense
Interest expense consists primarily of interest on our borrowings, a guarantee fee that we pay FNF for their ongoing guarantee of the Senior Notes, amortization of our debt issuance costs, bond premium and original issue discount, payments on our interest rate swaps and commitment fees on our revolving credit facility.
Income Taxes
We are required to determine income taxes in each of the jurisdictions in which we operate as a part of the process of preparing the Consolidated Financial Statements. This process involves calculating actual current tax expense together with assessing basis differences resulting from differing recognition of items for income tax and accounting purposes. These differences result in deferred income tax assets and liabilities, which are included within the Consolidated Balance Sheets. We must then assess the likelihood that deferred income tax assets will be recovered from future taxable earnings and, to the extent we believe that recovery is not likely, establish a valuation allowance. We believe that based on its historical pattern of taxable earnings, projections of future earnings, tax planning strategies and other relevant evidence, we will produce sufficient earnings in the future to realize recorded deferred income tax assets. To the extent we establish a valuation allowance or increase this allowance in a period, we must reflect this increase as expense within Income tax expense in the Consolidated Statements of Operations and Comprehensive Earnings (Loss). Determination of income tax expense requires estimates and can involve complex issues that may require an extended period to resolve. Further, the estimated level of annual earnings before income tax can cause the overall effective income tax rate to vary from period to period. We believe our tax positions comply with applicable tax law, and we adequately provide for any known tax contingencies. Final determination of prior-year tax liabilities, either by settlement with tax authorities or expiration of statutes of limitations, could be materially different than estimates reflected in assets and liabilities and historical income tax expense. The outcome of these final determinations could have a material effect on our income tax expense, net earnings or cash flows in the period that determination is made.
For the period through May 25, 2015, the day prior to the IPO, BKFS LLC was treated as a partnership under applicable federal and state income tax laws in connection with the Acquisition and Internal Reorganization. Corporate subsidiaries are subject to applicable U.S. federal, foreign and state taxation. Deferred tax assets and liabilities were recognized for temporary differences between the financial reporting basis and the tax basis of the corporate subsidiaries' assets and liabilities and expected benefits of utilizing net operating loss carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable earnings in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of changes in tax rates and laws in future periods, if any, is reflected in the Consolidated Financial Statements in the period enacted.
Recent Accounting Pronouncements
Revenue Recognition (ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"))
In May 2016, the FASB issued Accounting Standards Update ("ASU") 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The amendments in this ASU do not change the core principle of the guidance in ASC 606. Rather, the amendments in this update simplify the transition and clarify certain aspects of the revenue standard.
Also in May 2016, the FASB issued ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. The SEC Staff is rescinding certain SEC Staff Observer comments that are codified in ASC Topic 605, Revenue Recognition, and ASC Topic 932, Extractive Activities-Oil and Gas, effective upon adoption of ASC 606. Specifically, registrants should not rely on the SEC Staff Observer comments upon adoption of ASC 606 related to revenue and expense recognition for freight services in process, accounting for shipping and handling fees and costs, accounting for consideration given by a vendor to a customer and accounting for gas-balancing arrangements.
In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This guidance clarifies how to determine whether goods and services are separately identifiable and thus accounted for as separate performance obligations. Additionally, this update clarifies how to evaluate the nature of a promise in granting a license of intellectual property, which determines whether to recognize revenue over time or at a point in time.
In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). This new standard requires a company to determine whether it is a principal (that controls the promised good or service before transferring it to the customer) or an agent (that arranges for another entity to provide the goods or services). Principals are required to recognize revenue equal to the gross amount of consideration exchanged for the promised good or service. Agents are required to recognize revenue net of any fees or commissions paid for arranging the promised good or service to be provided by another party.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). This ASU supersedes the revenue recognition requirements in ASC 605. The guidance requires a five-step analysis of transactions to determine when and how revenue is recognized based upon the core principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendment also requires additional disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows arising from contracts with customers. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The standard allows companies to use either a full retrospective or a modified retrospective approach to adopt this ASU.
The ASUs listed above are related to ASC 606 and are effective on adoption of ASU 2014-09, which we plan to adopt on January 1, 2018. In preparation for adoption of ASC 606, we have formed a project team and engaged a third-party professional services firm to assist us with our evaluation. We have completed the assessment phase and are working through the next phases of the adoption project. We are continuing to evaluate which transition approach to use and assessing the effect the adoption of ASC 606 will have on our results of operations, financial position and related disclosures. It is too early to make a final determination of transition method and effect of adoption given the many facets of this adoption that need to be considered.
Other Accounting Pronouncements
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments in this ASU introduce clarifications to the presentation of certain cash receipts and cash payments in the statement of cash flows. The primary updates include additions and clarifications of the classification of cash flows related to certain debt repayment activities, contingent consideration payments related to business combinations, proceeds from insurance policies, distributions from equity method investees and cash flows related to securitized receivables. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods. This ASU requires retrospective application to all prior periods presented upon adoption. We do not expect this update to have a material effect on our statement of cash flows.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses. This guidance significantly changes how companies measure and recognize credit impairment for many financial assets. The new Current Expected Credit Loss Model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets included in the scope of this standard, which include trade receivables. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for annual and interim periods in fiscal years beginning after December 15, 2018. We do not expect this update to have a material effect on our results of operations or our financial position.
In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Under the new guidance, companies will no longer record excess tax benefits and certain tax deficiencies related to share-based awards in additional paid-in capital. Instead, income tax effects of awards will be recorded in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee's shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statements should be applied prospectively. Amendments related to minimum statutory withholding requirements and forfeitures should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The guidance is effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted, but all of the guidance must be adopted in the same period. This update will not have a material effect on our results of operations or our financial position.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under this ASU, lessees will be required to recognize the following for all leases (with the exception of leases with a term of 12 months or less) at the commencement date: (1) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Under this ASU, lessor accounting remains largely unchanged. The ASU requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expire before the earliest comparative period presented. A full retrospective transition approach is not permitted. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early application is permitted. We are continuing to assess the effect the adoption of this ASU will have on our results of operations or our financial position.
Business Acquisitions Business Acquisitions
Business Acquisitions
Business Acquisitions
We include the results of operations of acquired businesses beginning on the respective acquisition dates. The purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values, with the excess recorded as goodwill. Measurement period adjustments to provisional purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of changes in depreciation, amortization or other income resulting from such changes calculated as if the accounting had been completed on the acquisition date. Acquisition-related costs are expensed as incurred.
During the year ended December 31, 2016, Black Knight completed the acquisitions of eLynx Holdings, Inc. ("eLynx") and Motivity Solutions, Inc. ("Motivity"). Neither acquisition meets the definition of "significant" pursuant to Article 3 of Regulation S-X (§210.3-05) either individually or in the aggregate. Further, the individual and aggregate results of operations are not material to Black Knight's financial statements. Further details on each acquisition are discussed below.
Allocation of Purchase Price
The purchase price for each of the acquisitions was allocated to the assets acquired and liabilities assumed based on their estimated fair value at the acquisition date. The fair value of the acquired Computer software and Other intangible assets for both transactions was determined using a third-party valuation based on significant estimates and assumptions, including Level 3 inputs, which are judgmental in nature. These estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting the risk inherent in the future cash flows and future market prices. These estimates for the eLynx acquisition are preliminary and subject to adjustments as we complete our valuation process with respect to Computer software, Other intangible assets and Goodwill. These estimates for the Motivity acquisition were finalized in the fourth quarter of 2016.
eLynx
On May 16, 2016, Black Knight completed its acquisition of eLynx, a leading lending document and data delivery platform now known as eLending. eLending helps clients in the financial services and real estate industries electronically capture and manage documents and associated data throughout the document lifecycle. Black Knight purchased eLynx to augment its origination technologies. This acquisition positions Black Knight to electronically support the full mortgage origination process.
Total consideration paid, net of cash received, was $115.0 million for 100% of the equity interests of eLynx. Additionally, Black Knight incurred direct transaction costs of $1.2 million for the year ended December 31, 2016 that are included in Transition and integration costs on the Consolidated Statements of Operations and Comprehensive Earnings (Loss). The total consideration paid was as follows (in millions):
Cash paid from cash on hand
$
95.6

Cash paid from Revolving Credit Facility (Note 11)
25.0

Less: cash acquired
(5.6
)
Total consideration paid, net
$
115.0



The following table summarizes the total purchase price consideration and the preliminary fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (in millions):
Total purchase price consideration
$
115.0

 
 
Trade receivables
$
3.8

Prepaid expenses and other current assets
3.9

Property and equipment
1.1

Computer software
14.0

Other intangible assets (Note 9)
35.2

Goodwill (Note 10)
64.0

Total assets acquired
122.0

Trade accounts payable and other accrued liabilities
4.5

Accrued compensation and benefits
1.1

Deferred revenues
1.4

Total liabilities assumed
7.0

Net assets acquired
$
115.0



Motivity
On June 22, 2016, Black Knight completed its acquisition of Motivity, which provides customized mortgage business intelligence software solutions. Motivity will be integrated with Black Knight's LoanSphere product suite, including the LoanSphere Data Hub, to provide clients with deeper insights into their origination and servicing operations and portfolios.
Total consideration paid, net of cash received, was $35.2 million for 100% of the equity interests of Motivity. Additionally, Black Knight incurred direct transaction costs of $0.4 million for the year ended December 31, 2016 that are included in Transition and integration costs on the Consolidated Statements of Operations and Comprehensive Earnings (Loss). The total consideration paid was as follows (in millions):
Cash paid from Revolving Credit Facility (Note 11)
$
30.0

Cash paid from cash on hand
6.0

Less: cash acquired
(0.8
)
Total consideration paid, net
$
35.2



The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (in millions):
Total purchase price consideration
$
35.2

 
 
Trade receivables
$
0.4

Prepaid expenses and other current assets
0.7

Property and equipment
0.1

Computer software
5.7

Other intangible assets (Note 9)
10.5

Goodwill (Note 10)
19.7

Total assets acquired
37.1

Trade accounts payable and other accrued liabilities
1.4

Deferred revenues
0.5

Total liabilities assumed
1.9

Net assets acquired
$
35.2



Estimated Useful Lives of Property and Equipment, Computer Software and Other Intangible Assets Acquired
As of the respective acquisition dates, the gross carrying value and weighted average estimated useful lives of Property and equipment, Computer software and Other intangible assets acquired in the above acquisitions consisted of the following (dollars in millions):
 
Gross carrying value
 
Weighted average
estimated life
(in years)
 
eLynx
 
Motivity
 
Total
 
Computer software
$
14.0

 
$
5.7

 
$
19.7

 
5
Property and equipment
1.1

 
0.1

 
1.2

 
3
Other intangible assets:
 
 
 
 
 
 
 
Customer relationships
34.6

 
8.4

 
43.0

 
10
Trade names
0.4

 
1.7

 
2.1

 
8
Non-compete agreements
0.2

 
0.4

 
0.6

 
4
Total Other intangible assets (Note 9)
35.2

 
10.5

 
45.7

 
 
Total gross carrying value
$
50.3

 
$
16.3

 
$
66.6

 
 
Earnings Per Share
Earnings Per Share
Earnings Per Share
Basic earnings per share is computed by dividing Net earnings attributable to Black Knight by the weighted-average number of shares of Class A common stock outstanding during the period.
For the periods presented, potentially dilutive securities include unvested restricted stock awards and the shares of Class B common stock that are convertible on a one-for-one basis into shares of our Class A common stock. However, the 84.8 million shares of Class B common stock have been excluded in computing diluted net earnings per share because including them on an "if-converted" basis would have an antidilutive effect. Diluted net earnings per share is calculated by dividing Net earnings attributable to Black Knight by the weighted-average diluted number of shares of Class A common stock outstanding. The denominator includes the dilutive effect of approximately 2.0 million and 3.5 million shares of unvested restricted shares of Class A common stock for the year ended December 31, 2016 and the period from May 26, 2015 through December 31, 2015, respectively.
The shares of Class B common stock do not share in the earnings or losses of Black Knight and are, therefore, not participating securities. Accordingly, basic and diluted net earnings per share of Class B common stock have not been presented.
The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts):
 
Year ended
December 31, 2016
 
May 26, 2015 through
December 31, 2015
Basic:
 
 
 
Net earnings attributable to Black Knight
$
45.8

 
$
20.0

Shares used for basic net earnings per share:
 
 
 
Weighted average shares of Class A common stock outstanding
65.9

 
64.4

Basic net earnings per share
$
0.69

 
$
0.31

 
 
 
 
Diluted:
 
 
 
Net earnings attributable to Black Knight
$
45.8

 
$
20.0

Shares used for diluted net earnings per share:
 
 
 
Weighted average shares of Class A common stock outstanding
65.9

 
64.4

Dilutive effect of unvested restricted shares of Class A common stock
2.0

 
3.5

Weighted average shares of Class A common stock, diluted
67.9

 
67.9

Diluted net earnings per share
$
0.67

 
$
0.29


Basic and diluted net earnings per share information is not applicable for reporting periods prior to the completion of the IPO.
Related Party Transactions
Related Party Transactions
Related Party Transactions
We are party to certain related party agreements, including those with FNF and THL. These parties became related parties of BKFS LLC on January 2, 2014 as a result of the Acquisition and Internal Reorganization and remain related parties after the completion of the Offering Reorganization. The following table sets forth the ownership interests of FNF, THL and other holders of Black Knight common stock (shares in millions):
 
December 31, 2016
 
December 31, 2015
 
Shares
 
Ownership
percentage
 
Shares
 
Ownership
percentage
Class A common stock:
 
 
 
 
 
 
 
THL and its affiliates
39.3

 
25.5
%
 
39.3

 
25.7
%
Restricted shares
2.9

 
1.9
%
 
3.9

 
2.5
%
Other, including those publicly traded
26.9

 
17.5
%
 
25.1

 
16.4
%
Total shares of Class A common stock
69.1

 
44.9
%
 
68.3

 
44.6
%
Class B common stock:
 
 
 
 
 
 
 
FNF
83.3

 
54.1
%
 
83.3

 
54.4
%
THL and its affiliates
1.5

 
1.0
%
 
1.5

 
1.0
%
Total shares of Class B common stock
84.8

 
55.1
%
 
84.8

 
55.4
%
Total common stock outstanding
153.9

 
100.0
%
 
153.1

 
100.0
%
Transactions with FNF and THL are described below.
FNF
We have various agreements with FNF and certain FNF subsidiaries to provide technology, data and analytics services, as well as corporate shared services and information technology. In addition, FNF provided certain corporate services to us, including management consulting and corporate administrative services. Following the IPO, we no longer pay management fees to FNF. We are also a party to certain other agreements under which we incur other expenses or receive revenues from FNF.
A detail of the revenues and expenses, net from FNF is set forth in the table below (in millions):
 
Year ended December 31,
 
2016
 
2015
 
2014
Revenues
$
73.5

 
$
68.5

 
$
71.8

Operating expenses
15.6

 
8.0

 
(3.3
)
Management fees (1)
—

 
2.3

 
5.8

Interest expense (2)
3.9

 
39.5

 
97.5

_______________
(1)
Amounts are included in Transition and integration costs on the Consolidated Statements of Operations and Comprehensive Earnings (Loss).
(2)
Amounts include guarantee fee (see below).
We were party to intercompany notes with FNF through May 27, 2015 and recognized $37.2 million and $97.5 million in Interest expense related to the intercompany notes for the years ended December 31, 2015 and 2014. We had no outstanding intercompany notes as of December 31, 2016 and 2015.
Beginning on May 26, 2015, we pay FNF a guarantee fee of 1.0% of the outstanding principal of the Senior Notes (as defined in Note 11—Long Term Debt) in exchange for the ongoing guarantee by FNF of the Senior Notes. In October 2017, the guarantee fee increases to 2.0% of the outstanding principal of the Senior Notes. During the years ended December 31, 2016 and 2015, we recognized $3.9 million and $2.3 million, respectively, in Interest expense related to the guarantee fee.
FNF subsidiaries held $49.3 million and $49.8 million as of December 31, 2016 and 2015, respectively, of principal amount of our Term B Loan (as defined in Note 11—Long Term Debt) from our credit agreement dated May 27, 2015.
THL
Two managing directors of THL currently serve on our Board of Directors. We purchase software and systems services from certain entities over which THL exercises control. In addition, THL provided certain corporate services to us, including management and consulting services. Following the IPO, we no longer pay management fees to THL.
A detail of the expenses, net from THL is set forth in the table below (in millions):
 
Year ended December 31,
 
2016
 
2015
 
2014
Operating expenses
$
1.3

 
$
1.6

 
$
1.6

Management fees (1)
—

 
1.3

 
3.2

Software and software-related purchases
1.1

 
1.4

 
2.2

_______________
(1)
Amounts are included in Transition and integration costs on the Consolidated Statements of Operations and Comprehensive Earnings (Loss).
In connection with the IPO, we made a $17.3 million cash payment to certain THL Affiliates during the year ended December 31, 2015, in connection with the merger of certain THL intermediaries with and into us.
THL Affiliates held $39.4 million and $39.8 million as of December 31, 2016 and 2015, respectively, of principal amount of our Term B Loan (as defined in Note 11—Long Term Debt) from our credit agreement dated May 27, 2015.
Revenues and Expenses
A detail of related party items included in Revenues is as follows (in millions):
 
Year ended December 31,
 
2016
 
2015
 
2014
Data and analytics services
$
47.2

 
$
48.1

 
$
55.4

Servicing, origination and default technology services
26.3

 
20.4

 
16.4

Total related party revenues
$
73.5

 
$
68.5

 
$
71.8

A detail of related party items included in Operating expenses (net of expense reimbursements) is as follows (in millions):
 
Year ended December 31,
 
2016
 
2015
 
2014
Data entry, indexing services and other operating expenses
$
9.6

 
$
8.7

 
$
11.8

Corporate services
10.4

 
8.8

 
12.4

Technology and corporate services
(3.1
)
 
(7.9
)
 
(25.9
)
Total related party expenses, net
$
16.9

 
$
9.6

 
$
(1.7
)

Additionally, related party prepaid fees were $0.1 million and $0.2 million as of December 31, 2016 and 2015, respectively, which are included in Prepaid expenses and other current assets on the Consolidated Balance Sheets.
We believe the amounts earned from or charged by us under each of the foregoing arrangements are fair and reasonable. We believe our service arrangements are priced within the range of prices we offer to third parties, except for certain corporate services provided to an FNF subsidiary and certain corporate services provided by FNF, which are at cost. However, the amounts we earned or that were charged under these arrangements were not negotiated at arm's length and may not represent the terms that we might have obtained from an unrelated third party.
Property and Equipment
Property and Equipment
Property and Equipment
Property and equipment, net consists of the following (in millions):
 
December 31,
 
2016
 
2015
Land
$
11.9

 
$
11.9

Buildings and improvements
64.1

 
62.3

Leasehold improvements
4.8

 
4.7

Computer equipment
172.5

 
128.8

Furniture, fixtures and other equipment
9.2

 
6.1

Property and equipment
262.5

 
213.8

Accumulated depreciation and amortization
(89.5
)
 
(61.8
)
Property and equipment, net
$
173.0

 
$
152.0


Depreciation and amortization expense on property and equipment related to continuing operations amounted to $28.4 million, $28.4 million and $29.6 million for the years ended December 31, 2016, 2015 and 2014, respectively.
Computer Software
Computer Software
Computer Software
Computer software, net consists of the following (in millions):
 
December 31,
 
2016
 
2015
Internally developed software
$
634.9

 
$
578.1

Purchased software
42.4

 
37.8

Computer software
677.3

 
615.9

Accumulated amortization
(227.3
)
 
(149.4
)
Computer software, net
$
450.0

 
$
466.5


Amortization expense on computer software related to continuing operations amounted to $78.0 million, $70.3 million and $65.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. Internally developed software and purchased software are inclusive of amounts acquired through acquisitions.
Estimated amortization expense on Computer software for the next five fiscal years is as follows (in millions):
2017 (1)
$
83.7

2018
85.0

2019
74.7

2020
66.8

2021
52.7


_______________________________________________________
(1)
Assumes assets not in service as of December 31, 2016 are placed in service equally throughout the year.
Other Intangible Assets
Other Intangible Assets
Other Intangible Assets
Other intangible assets, net consists of the following (in millions):
 
 
December 31, 2016
 
December 31, 2015
 
 
Gross carrying
amount
 
Accumulated
amortization
 
Net carrying
amount
 
Gross carrying
amount
 
Accumulated
amortization
 
Net carrying
amount
Customer relationships
 
$
557.8

 
$
(260.7
)
 
$
297.1

 
$
514.8

 
$
(186.3
)
 
$
328.5

Other
 
12.5

 
(10.1
)
 
2.4

 
9.8

 
(8.1
)
 
1.7

Total intangible assets
 
$
570.3

 
$
(270.8
)
 
$
299.5

 
$
524.6

 
$
(194.4
)
 
$
330.2


Intangible assets, other than those with indefinite lives, are amortized over their estimated useful lives ranging from 2 to 10 years from the acquisition date using straight-line and accelerated methods. Amortization expense on intangible assets with definite lives related to continuing operations is included in Depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Earnings (Loss) and amounted to $76.4 million, $86.4 million and $93.0 million for the years ended December 31, 2016, 2015 and 2014, respectively.
Estimated amortization expense on existing intangible assets for the next five fiscal years is as follows (in millions):
2017
$
67.8

2018
56.5

2019
55.8

2020
45.0

2021
34.2

Goodwill
Goodwill
Goodwill
Goodwill consists of the following (in millions):
 
Technology
 
Data and Analytics
 
Corporate and Other
 
Total
Balance, December 31, 2014
$
2,048.0

 
$
172.1

 
$
—

 
$
2,220.1

Activity
—

 
—

 
—

 
—

Balance, December 31, 2015
2,048.0

 
172.1

 
—

 
2,220.1

Increases to goodwill related to:

 

 

 

eLynx acquisition (Note 4)
64.0

 
—

 
—

 
64.0

Motivity acquisition (Note 4)
—

 
19.7

 
—

 
19.7

Balance, December 31, 2016
$
2,112.0

 
$
191.8

 
$
—

 
$
2,303.8

Goodwill related to the eLynx and Motivity acquisitions is deductible for tax purposes.
Long-Term Debt
Long-Term Debt
Long-Term Debt
Long-term debt consists of the following (in millions):
 
December 31, 2016
 
December 31, 2015
 
Principal
 
Debt
issuance
costs
 
Premium (discount)
 
Total
 
Principal
 
Debt
issuance
costs
 
Premium (discount)
 
Total
Term A Loan
$
740.0

 
$
(7.0
)
 
$
—

 
$
733.0

 
$
780.0

 
$
(9.4
)
 
$
—

 
$
770.6

Term B Loan
394.0

 
(3.4
)
 
(0.8
)
 
389.8

 
398.0

 
(3.9
)
 
(0.9
)
 
393.2

Revolving Credit Facility
50.0

 
(3.7
)
 
—

 
46.3

 
100.0

 
(4.8
)
 
—

 
95.2

Senior Notes, issued at par
390.0

 
—

 
11.1

 
401.1

 
390.0

 
—

 
12.5

 
402.5

Total long-term debt
1,574.0

 
(14.1
)
 
10.3

 
1,570.2

 
1,668.0

 
(18.1
)
 
11.6

 
1,661.5

Less: Current portion of long-term debt
64.0

 
(0.6
)
 
—

 
63.4

 
44.0

 
(0.5
)
 
—

 
43.5

Long-term debt, net of current portion
$
1,510.0

 
$
(13.5
)
 
$
10.3

 
$
1,506.8

 
$
1,624.0

 
$
(17.6
)
 
$
11.6

 
$
1,618.0


Credit Agreement
On May 27, 2015, our indirect subsidiary, BKIS, entered into a credit and guaranty agreement (the "Credit Agreement"), dated as of May 27, 2015, 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) an $800.0 million term loan A facility (the "Term A Loan"), (ii) a $400.0 million term loan B facility (the "Term B Loan") and (iii) a $400.0 million revolving credit facility (the "Revolving Credit Facility," and collectively with the Term A Loan and Term B Loan, the "Facilities"). The Term A Loan and the Revolving Credit Facility mature on May 27, 2020, and the Term B Loan matures on May 27, 2022. The Facilities are guaranteed by substantially all of BKIS's wholly-owned domestic restricted subsidiaries and BKFS LLC, and are secured by associated collateral agreements that pledge a lien on virtually all of BKIS's assets, including fixed assets and intangible assets, and assets of the guarantors.
The Term A Loan is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter, which commenced on September 30, 2015, equal to the percentage set forth below of the initial aggregate principal amount of the Term A Loan for such fiscal quarter:
Payment Dates
 
Percentage
September 30, 2015 through and including June 30, 2017
 
1.25%
Commencing on September 30, 2017 through and including June 30, 2019
 
2.50%
Commencing on September 30, 2019 through and including March 31, 2020
 
3.75%

The remaining principal balance of the Term A Loan is due upon maturity.
The Term B Loan is subject to amortization of principal, payable in equal quarterly installments on the last day of each fiscal quarter, which commenced on September 30, 2015, with 1.0% of the initial aggregate advances thereunder to be payable each year prior to the maturity date of the Term B Loan, and the remaining initial aggregate advances thereunder to be payable at the Term B Loan maturity date.
The Term A Loan and the Revolving Credit Facility bear interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of between 50 and 125 basis points depending on the total leverage ratio of BKIS and its restricted subsidiaries on a consolidated basis (the "Consolidated Leverage Ratio") or (ii) the Eurodollar rate plus a margin of between 150 and 225 basis points depending on the Consolidated Leverage Ratio. As of December 31, 2016, the Term A Loan and the Revolving Credit Facility bear interest at the Eurodollar rate plus a margin of 200 basis points. The Term B Loan bears interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of 175 or 200 basis points depending on the Consolidated Leverage Ratio or (ii) the Eurodollar rate plus a margin of 275 or 300 basis points depending on the Consolidated Leverage Ratio; subject to a Eurodollar rate floor of 75 basis points. As of December 31, 2016, the Term B Loan bears interest at the Eurodollar rate plus a margin of 300 basis points, subject to a Eurodollar rate floor of 75 basis points. In addition, BKIS will pay an unused commitment fee of between 25 and 35 basis points on the undrawn commitments under the Revolving Credit Facility, also depending on the Consolidated Leverage Ratio. As of December 31, 2016, we have $350.0 million capacity on the Revolving Credit Facility and pay an unused commitment fee of 30 basis points. During the year ended December 31, 2016, we borrowed $55.0 million on our Revolving Credit Facility, all of which was related to the eLynx and Motivity acquisitions. See further discussion in Note 4—Business Acquisitions. We made payments of $105.0 million on this facility during the year ended December 31, 2016. As of December 31, 2016, the interest rates on the Term A Loan, Term B Loan and Revolving Credit Facility were 2.81%, 3.81% and 2.81%, respectively.
Under the Credit Agreement, BKIS (and in certain circumstances, BKFS LLC) and its restricted subsidiaries are subject to customary affirmative, negative and financial covenants, and events of default for facilities of this type (with customary grace periods, as applicable, and lender remedies).
Intercompany and Mirror Notes
On January 2, 2014, BKHI issued (i) a Mirror Note (the "Original Mirror Note"), in the original principal amount of $1,400.0 million and (ii) an Intercompany Note (the "Original Intercompany Note"), in the original principal amount of $1,175.0 million to FNF. BKFS LLC entered into an assumption agreement, dated as of January 3, 2014, among BKFS LLC, BKHI and FNF pursuant to which BKFS LLC assumed $820.0 million of the debt issued under the Original Mirror Note and $688.0 million of the debt issued under the Original Intercompany Note (such amounts, the "BKFS LLC Assumed Amounts") and FNF released BKHI of its obligations with respect to the BKFS LLC Assumed Amounts. Subsequently, on January 6, 2014, BKFS LLC borrowed an additional sum of $63.0 million pursuant to an intercompany note (the "Second Intercompany Note") issued by BKFS LLC to FNF, and on March 31, 2014, BKFS LLC borrowed an additional sum of $25.0 million pursuant to the Second Intercompany Note. BKFS LLC amended and restated the Second Intercompany Note on May 30, 2014 to remove required amortization payments. The Second Intercompany Note, as amended and restated, is referred to herein as the "Amended and Restated Second Intercompany Note." BKFS LLC amended and restated the Original Intercompany Note on May 30, 2014 to remove required amortization payments and to reflect BKFS LLC as the Borrower with respect to the indebtedness assumed thereunder. The Original Intercompany Note, as amended and restated, is referred to herein as the "Amended and Restated Original Intercompany Note." We amended and restated each of the Amended and Restated Original Intercompany Note and the Original Mirror Note on March 30, 2015 so that the obligations of each borrower thereunder are evidenced by a separate note. The Amended and Restated Original Intercompany Note and the Original Mirror Note, as amended and restated, are referred to herein as the "Second Amended and Restated Original Intercompany Note" and "Amended and Restated Original Mirror Note," respectively. The Amended and Restated Original Mirror Note is also referred to herein as the "Former Mirror Note." The Second Amended and Restated Original Intercompany Note and the Amended and Restated Second Intercompany Note are collectively referred to herein as the "Former Intercompany Notes." The Intercompany Notes bore interest at a rate of 10.0% per annum.
The Former Mirror Note was divided into two tranches known as Tranche "T" and Tranche "R". Tranche "T" in the original amount of $644.0 million bore interest at the rate or rates of interest charged on borrowings under FNF's term loan credit agreement, plus 100 basis points. Tranche "R" in the original amount of $176.0 million bore interest at the rate or rates of interest charged on borrowings under FNF's revolving credit agreement, plus 100 basis points. On May 27, 2015, we repaid the entire $627.9 million in outstanding principal on Tranche "T", as well as $1.3 million in accrued interest. We also repaid the entire $176.0 million in outstanding principal on Tranche "R", as well as $0.3 million in accrued interest. Additionally, on May 27, 2015, we repaid the entire $699.0 million in outstanding principal on the Amended and Restated Second Intercompany Note, as well as $10.7 million in accrued interest.
Senior Notes
The 5.75% Senior Notes pay interest semi-annually and mature on April 15, 2023. The Senior Notes are senior unsecured obligations, registered under the Securities Act of 1933 and contain customary affirmative, negative and financial covenants, and events of default for indebtedness of this type (with grace periods, as applicable, and lender remedies).
On May 29, 2015, we redeemed approximately $204.8 million in aggregate principal of the outstanding Senior Notes at a price of 105.75% (the "Redemption"), and paid $1.4 million in accrued interest. We incurred a charge on the Redemption of $11.8 million. We also reduced the bond premium by $7.0 million for the portion of the premium that related to the redeemed Senior Notes, resulting in a net loss on the Redemption of $4.8 million. Following the Redemption, $390.0 million in aggregate principal of the Senior Notes remained outstanding.
On May 27, 2015, BKIS, Black Knight Lending Solutions, Inc. ("BKLS," and, together with BKIS, the "Issuers"), the guarantors named therein (the "Guarantors") and U.S. Bank National Association, as trustee (the "Trustee"), entered into the Third Supplemental Indenture (the "Third Supplemental Indenture") to the Indenture, dated as of October 12, 2012, governing the Senior Notes, among the Issuers, the Guarantors party thereto and the Trustee, (as supplemented to date, the "Indenture"). The Third Supplemental Indenture supplements the Indenture to add the Guarantors as guarantors of the Issuers' obligations under the Indenture and the Senior Notes. As the Guarantors consist of substantially all of the subsidiaries of BKHI, with the exception of two insignificant subsidiaries, the Consolidated Financial Statements present all of the required guarantor financial statements, and we have not presented separate guarantor financial statements.
On January 16, 2014, we issued an offer to purchase the Senior Notes pursuant to the change of control provisions under the related Indenture at a purchase price of 101% of the principal amount plus accrued interest to the purchase date. As a result of the offer, bondholders tendered $5.2 million in principal of the Senior Notes, which were subsequently purchased by us on February 24, 2014. On February 7, 2014, BKIS, FNF, BKLS and the Trustee entered into a second Supplemental Indenture pursuant to which we paid $0.7 million to the holders of the Senior Notes in exchange for the removal of certain financial reporting covenants.
On January 2, 2014, upon consummation of the Merger, LPS entered into a Supplemental Indenture (the "Supplemental Indenture") with FNF, BKLS and the Trustee, to the Indenture dated as of October 12, 2012, among LPS, the subsidiary guarantors party thereto and the Trustee, related to the Senior Notes. Pursuant to the terms of the Supplemental Indenture, (i) FNF became a guarantor of LPS' obligations under the Senior Notes and agreed to fully and unconditionally guarantee the Senior Notes, on a joint and several basis with the guarantors named in the Indenture and (ii) BKLS became a "co-issuer" of the Senior Notes and agreed to become a co-obligor of LPS' obligations under the Indenture and the Senior Notes, on the same terms and subject to the same conditions as LPS, on a joint and several basis. As a result of FNF's guarantee of the Senior Notes, the Senior Notes were rated as investment grade, which resulted in the suspension of certain restrictive covenants in the Indenture. Since May 26, 2015, we have been paying to FNF a guarantee fee of 1.0% of the outstanding principal of the Senior Notes in exchange for the ongoing guarantee by FNF of the Senior Notes. In October 2017, the guarantee fee increases to 2.0% of the outstanding principal of the Senior Notes.
Prior to October 15, 2017, we may redeem some or all of the Senior Notes by paying a "make-whole" premium based on U.S. Treasury rates. On or after October 15, 2017, we may redeem some or all of the Senior Notes at the redemption prices described in the table below, plus accrued and unpaid interest. In addition, if a change of control occurs, we are required to offer to purchase all outstanding Senior Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase.
Redemption Period
 
Percentage
October 15, 2017 to October 14, 2018
 
102.875%
October 15, 2018 to October 14, 2019
 
101.917%
October 15, 2019 to October 14, 2020
 
100.958%
October 15, 2020 and thereafter
 
100.000%
As a result of the Acquisition, the Senior Notes were adjusted to fair value, resulting in our recording a premium on the Senior Notes of approximately $23.3 million. The premium is amortized over the remaining term of the Senior Notes using the effective interest method. During the years ended December 31, 2016, 2015 and 2014, we recognized $1.5 million, $1.7 million and $2.1 million of amortization, respectively, which is included as a component of Interest expense. As of December 31, 2016, the unamortized portion of the premium was $11.1 million.
Fair Value of Long-Term Debt
The fair value of the Senior Notes as of December 31, 2016 was $408.5 million (104.8% of par value), based upon established market prices for the securities using Level 2 inputs. The fair value of our Facilities approximates their carrying value at December 31, 2016 as they are variable rate instruments with short reset periods (either monthly or quarterly), which reflect current market rates. The fair value of our Facilities is based upon established market prices for the securities using Level 2 inputs.
Interest Rate Swaps
On January 20, 2016, we entered into two interest rate swap agreements to hedge forecasted monthly interest rate payments on $400.0 million of our floating rate debt ($200.0 million notional value each) (the "Swap Agreements"). Under the terms of the Swap Agreements, we receive payments based on the 1-month LIBOR rate (equal to 0.81% as of December 31, 2016) and pay a weighted average fixed rate of 1.01%. The effective term for the Swap Agreements is February 1, 2016 through January 31, 2019.
We entered into the Swap Agreements to convert a portion of the interest rate exposure on our floating rate debt from variable to fixed. We designated these Swap Agreements as cash flow hedges. A portion of the amount included in Accumulated other comprehensive loss will be reclassified into Interest expense as a yield adjustment as interest payments are made on the Term A Loan. The fair value of our Swap Agreements is based upon level 2 inputs. We have considered our own credit risk and the credit risk of the counterparties when determining the fair value of our Swap Agreements.
The estimated fair value of our Swap Agreements in the Consolidated Balance Sheets is as follows (in millions):
Balance Sheet Account
 
December 31, 2016
Other non-current liabilities
 
$
2.2

As of December 31, 2016, a cumulative loss of $1.0 million ($0.6 million net of tax) is reflected in Accumulated other comprehensive loss, and a cumulative loss of $1.2 million is reflected in Noncontrolling interests. Below is a summary of the effect of our swap agreements on amounts recognized in other comprehensive earnings ("OCE") on the accompanying Consolidated Statements of Operations and Comprehensive Earnings (Loss) (in millions):
 
Year ended December 31, 2016
 
Amount of loss
recognized
in OCE
 
Amount of loss reclassified from Accumulated OCE
into Net earnings
Swap agreements
 
 
 
Attributable to noncontrolling interests
$
(2.2
)
 
$
1.0

Attributable to Black Knight
(1.1
)
 
0.5

Total
$
(3.3
)
 
$
1.5

Approximately $0.1 million ($0.1 million net of tax) of the balance in Accumulated other comprehensive loss and Noncontrolling interests as of December 31, 2016 is expected to be reclassified into Interest expense over the next 12 months.
It is our policy to execute such instruments with credit-worthy banks and not to enter into derivative financial instruments for speculative purposes. As of December 31, 2016, we believe our interest rate swap counterparties will be able to fulfill their obligations under our agreements, and we believe we will have debt outstanding through the various expiration dates of the swaps such that the occurrence of future cash flow hedges remains probable.
Principal Maturities of Debt
Principal maturities as of December 31, 2016 for each of the next five years and thereafter are as follows (in millions):
2017
$
64.0

2018
84.0

2019
104.0

2020
554.0

2021
4.0

Thereafter
764.0

Total
$
1,574.0


Scheduled maturities noted above exclude the effect of the $11.1 million unamortized bond premium as well as debt issuance costs and discounts associated with the Facilities.
Commitments and Contingencies
Commitments and Contingencies
Commitments and Contingencies
In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, some of which include claims for punitive or exemplary damages. Our ordinary course litigation includes purported 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 no actions, other than those discussed below, 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. The accrual for legal and regulatory matters was $0.6 million as of December 31, 2016 and $8.0 million as of December 31, 2015. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition.
Litigation Matters
On December 16, 2013, LPS received notice that Merion Capital, L.P. and Merion Capital II, L.P. (together "Merion Capital") were asserting their appraisal right relative to their ownership of 5,682,276 shares of LPS stock (the "Appraisal Shares") in connection with the acquisition of LPS by FNF on January 2, 2014. On February 6, 2014, Merion Capital filed an appraisal proceeding, captioned Merion Capital LP and Merion Capital II, LP v. Lender Processing Services, Inc., C.A. No. 9320-VCL, in the Delaware Court of Chancery seeking a judicial determination of the "fair" value of Merion Capital's 5,682,276 shares of LPS common stock under Delaware law, together with statutory interest. Merion Capital's expert opined that the consideration should have been $50.46 per share, which was approximately 36 percent higher than the final consideration of $37.14. The Company's position was that the merger consideration paid was fair value, and no additional consideration was owed. A bench trial was held in May 2016, and post-trial arguments were heard on September 21, 2016. On December 16, 2016, the trial court issued its decision that the fair value of the stock as of January 2, 2014, was $37.14 per share. The final judgment was entered on December 23, 2016, with the parties acknowledging that no further consideration was due as a result of the court's decision. Merion Capital did not appeal the judgment and the time to do so has expired. This matter is now closed.
Regulatory Matters
Following a review by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency and the Office of Thrift Supervision (collectively, the "banking agencies"), LPS entered into a consent order (the "2011 Consent Order") dated April 13, 2011, with the banking agencies. The banking agencies' review of LPS's services included the services provided by its default operations to mortgage servicers regulated by the banking agencies, including document execution services. The 2011 Consent Order did not make any findings of fact or conclusions of wrongdoing, nor did LPS admit any fault or liability. Although LPS is a party to the 2011 Consent Order, the ongoing costs of litigation and any potential resulting liability is expected to be borne by the underlying LPS default operations, which are now part of ServiceLink. Under the 2011 Consent Order, ServiceLink agreed to further study the issues identified in the review and to enhance ServiceLink's compliance, internal audit, risk management and board oversight plans with respect to those businesses. LPS also agreed to engage an independent third party to conduct a risk assessment and review of its default management businesses and document execution services it provided to mortgage servicers from January 1, 2008 through December 31, 2010, which has been on hold since June 2013.
To the extent such third party review, once completed, requires additional remediation of mortgage documents, ServiceLink had agreed to implement an appropriate plan to address the issues. The 2011 Consent Order did not include any fine or other monetary penalty. The banking agencies notified ServiceLink in December 2015 that they wished to discuss amending the 2011 Consent Order through a possible agreed civil monetary penalty amount in lieu of requiring any additional document execution review by the independent third party. The parties entered into a tolling agreement to allow the parties to engage in these discussions.
On January 24, 2017, the banking agencies and ServiceLink entered into an Amendment of Consent Order and Consent Order for Civil Money Penalty (the "Amendment"). Pursuant to the Amendment, (1) the banking agencies assessed and ServiceLink has paid a civil money penalty of $65.0 million, (2) ServiceLink's obligations under the 2011 Consent Order with respect to the document execution review have been terminated; and (3) the banking agencies have agreed they will not take any further action against ServiceLink or any of its current or former institution-affiliated parties, including without limitation, FNF and Black Knight, based upon the conduct alleged in the 2011 Consent Order. Neither the Amendment nor the 2011 Consent Order makes any findings of fact or conclusions of wrongdoing, nor did LPS or ServiceLink admit any fault or liability.
This matter is subject to a Cross-Indemnity Agreement between BKFS LLC and ServiceLink (see Indemnification Agreement below).
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 (the "Cross-Indemnity Agreement"). 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 LPS 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.
Operating Leases
We lease certain of our property under leases which expire at various dates. Several of these agreements include escalation clauses and provide for purchases and renewal options for periods ranging from one to five years.
Future minimum operating lease payments for leases with initial or remaining terms greater than one year for each of the next five years and thereafter are as follows (in millions):
2017
$
9.4

2018
6.1

2019
4.7

2020
2.9

2021
0.6

Thereafter
0.1

Total
$
23.8


Rent expense incurred pertaining to continuing operations under all operating leases during the years ended December 31, 2016, 2015 and 2014 was $11.0 million, $10.4 million and $10.6 million, respectively.
Capital Leases
On June 29, 2016, Black Knight entered into a one-year capital lease agreement with a bargain purchase option for certain computer equipment. The leased equipment has a useful life of five years and will be depreciated on a straight-line basis over this period. The leased equipment was valued based on the net present value of the minimum lease payments, which was $10.0 million (net of imputed interest of $0.1 million) and is included in Property and equipment, net on the Consolidated Balance Sheets. The remaining capital lease obligation of $5.0 million will be paid in 2017 and is included in Trade accounts payable and other accrued liabilities on the Consolidated Balance Sheets and represents the non-cash investing and financing activity for the year ended December 31, 2016.
Black Knight entered into a one-year capital lease agreement commencing January 1, 2017 with a bargain purchase option for certain computer equipment. The leased equipment has a useful life of five years and will be depreciated on a straight-line basis over this period. The leased equipment was valued based on the net present value of the minimum lease payments, which was $8.4 million (net of imputed interest of $0.1 million) and will be paid in 2017.
Data Processing and Maintenance Services Agreements
We have various data processing and maintenance services agreements with vendors, which expire through 2020, for portions of our computer data processing operations and related functions.
Data processing and maintenance services agreement payments for agreements with initial or remaining terms greater than one year as follows (in millions):
2017
$
36.1

2018
26.7

2019
0.7

2020
0.4

Total
$
63.9


However, these amounts could be more or less depending on various factors such as the inflation rate, the introduction of significant new technologies or changes in our data processing needs.
Off-Balance Sheet Arrangements
We do not have any material off-balance sheet arrangements other than operating leases and interest rate swaps.
Equity-Based Compensation
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Equity-Based Compensation
Employee Benefit Plans
Stock Purchase Plan
Effective July 20, 2015, we adopted the Black Knight Financial Services, Inc. Employee Stock Purchase Plan (the "Black Knight ESPP Plan") that allows our eligible employees to voluntarily make after-tax contributions ranging from 3% to 15% of eligible earnings. We contribute varying matching amounts as specified in the Black Knight ESPP Plan document. Prior to July 20, 2015 and upon consummation of the Acquisition (see Note 2—Acquisition and Internal Reorganization by FNF and Other Transactions for a more detailed discussion on the Acquisition), our employees became eligible to participate in the FNF Employee Stock Purchase Plan (the "FNF ESPP Plan") that allowed eligible employees to make voluntary after-tax contributions ranging from 3% to 15% of eligible earnings. We contributed varying matching amounts as specified in the FNF ESPP Plan document. During July of 2014, matching contributions were reinstated under the FNF ESPP Plan. We recorded expense of $5.8 million, $5.0 million and $2.8 million for the years ended December 31, 2016, 2015 and 2014, respectively, relating to the participation of our employees in the ESPP Plans.
401(k) Profit Sharing Plan
Our employees participate in a qualified 401(k) plan sponsored by FNF. Under the terms of the plan and subsequent amendments, eligible employees may contribute up to 40% of their pretax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code ("IRC"). We generally match 37.5% of each dollar of employee contribution up to 6% of the employee's total eligible compensation. We recorded expense of $5.5 million, $5.2 million and $5.4 million for the years ended December 31, 2016, 2015 and 2014, respectively, relating to the participation of our employees in the 401(k) plan.
Equity-Based Compensation
Profits Interests Plan
Under the Black Knight Financial Services, LLC 2013 Management Incentive Plan (the "Incentive Plan"), we were authorized to issue up to 11,111,111 Class B units of BKFS LLC ("BKFS LLC profits interests") to eligible members of management and the Board of Managers. During the year ended December 31, 2014, we issued BKFS LLC profits interests to certain members of BKFS LLC management, the BKFS LLC Board of Managers and certain employees of FNF and ServiceLink, which vested over three years, with 50% vesting after the second year and 50% vesting after the third year. The terms of the profits interests grants provided for the grantees to participate in any value of BKFS LLC in excess of its fair value at the date of grant in proportion to the Class A member unit holders participation in the same. The fair value of BKFS LLC at the date of grant was otherwise known as the hurdle amount. Profits interests granted were determined and approved by the Compensation Committee of the Board of Managers. Once vested, Class B units were not subject to expiration. The Class B units could be settled under various scenarios. According to the terms of the LLC Agreement and depending on the scenario, the Class B units could be settled in shares of FNF stock or cash at the election of FNF. We accounted for the BKFS LLC profits interests granted to employees and the Board of Managers in accordance with GAAP for equity-based payments, which requires that compensation cost relating to equity-based payments made to employees and directors be recognized in the Consolidated Financial Statements based on the fair value of each award. BKFS LLC profits interests granted to BKFS LLC employees and the Board of Managers were equity-classified in accordance with GAAP. Using the fair value method of accounting, compensation cost was measured based on the fair value of the award at the date of grant and recognized over the service period. We utilized the Black-Scholes model to calculate the fair value of the profits interests awards on the date of grant (the "Calculation").
There were 9.5 million BKFS LLC profits interests granted to BKFS LLC employees and the Board of Managers during the year ended December 31, 2014. The hurdle rate as of the date of grant was used to determine the per unit strike price for the Calculation. The risk free interest rates used in the calculation of the fair value of the BKFS LLC profits interests are the rates that correspond to the weighted average expected life of the profits interests. The volatility was estimated based on the historical volatility of BKFS LLC peers and of the historical LPS stock price over a term equal to the weighted average expected life of the profits interests. We used a weighted average risk free interest rate of 1.06%, a volatility factor for the expected market price of the member units of 33.6%, a dividend yield of 0.0% and a weighted average expected life of 3.5 years with a discount of 22.2% for lack of marketability resulting in a weighted average fair value of $2.10 per BKFS LLC profits interests unit granted. The redemption value of the BKFS LLC profits interests granted to BKFS LLC management and the Board of Managers was recorded to Redeemable members' interests and was $24.7 million as of December 31, 2014 with an offsetting amount recorded to Contributed member capital. The redemption value was determined based on the fair value of the award and the proportionate service period rendered through December 31, 2014.
During the year ended December 31, 2014, 1.6 million BKFS LLC profits interests grants were made to certain FNF and ServiceLink employees. In accordance with GAAP for accounting for equity-based payments, these awards were recorded as a dividend from BKFS LLC to FNF at the fair value on the date of grant. The amount of this dividend was $3.2 million and was reflected in Accumulated loss with an offsetting amount in Contributed member capital. The redemption value of BKFS LLC profits interests granted to ServiceLink employees was recorded to Redeemable members' interest and was $3.4 million as of December 31, 2014 with the offsetting amount recorded to Contributed member capital.
Certain employees of BKFS LLC were also granted profits interests of ServiceLink ("ServiceLink profits interests"). In accordance with GAAP, BKFS LLC is required to account for these ServiceLink profits interests because the grants are to BKFS LLC employees. The ServiceLink profits interests are liability-classified and must be revalued each quarter based on their current fair value with compensation costs recognized over the service period (the "Updated Calculation"). There were 2.6 million ServiceLink profits interests granted to BKFS LLC employees during the year ended December 31, 2014. The hurdle rate as of the grant date was used to determine the per unit strike price for the Updated Calculation. The risk free interest rates used in the calculation of the fair value of the ServiceLink profits interests are the rates that correspond to the weighted average expected life of the profits interests. The volatility was estimated based on the historical volatility of ServiceLink peers and of the historical LPS stock price over a term equal to the weighted average expected life of the profits interests. As of December 31, 2016, 2015 and 2014, we used a risk free interest rate of 0.8%, 0.6% and 0.9%, respectively, a dividend yield of 0.0% in each period, a volatility factor for the expected market price of the member units of 35%, 40% and 45%, respectively, and an expected life of 1.08, 1.75 and 2.5 years, respectively, with a discount of 14%, 20% and 26%, respectively, for lack of marketability resulting in a fair value of $0.30, $0.44 and $0.42, respectively, per profits interests unit granted. As of December 31, 2016 and 2015, we had a liability of approximately $0.8 million and $1.0 million, respectively, included on the Consolidated Balance Sheets related to the ServiceLink profits interests awards granted to BKFS LLC employees and the Board of Managers.
Omnibus Incentive Plan
In 2015, we established the Black Knight Financial Services, Inc. 2015 Omnibus Incentive Plan (the "Omnibus Plan") authorizing the issuance of up to 11.0 million shares of our Class A common stock, subject to the terms of the Omnibus Plan. The Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other cash and stock-based awards and dividend equivalents. Awards granted are approved by the Compensation Committee of the Board of Directors.
In connection with the IPO, we converted the 10,733,330 outstanding BKFS LLC profits interests units into 7,994,215 restricted shares of Black Knight Class A common stock. The fair value of the restricted shares was not greater than the value of the BKFS LLC profits interests units immediately prior to the conversion; therefore, no additional compensation expense was recognized. We accelerated the vesting of 4,381,021 restricted shares of Class A common stock held by our directors, incurring an acceleration charge of $6.2 million during the year ended December 31, 2015. The shares were subject to a six-month underwriter requested lock-up, which expired on November 15, 2015. The remaining 3,596,344 unvested restricted shares continued to vest on the same schedule as the former BKFS LLC profits interests.
On December 21, 2015, we granted 318,000 restricted shares of our Class A common stock with a grant date fair value of $32.37 per share, which was based on the closing price of our common stock on the date of grant. These restricted shares vest over a three-year period; vesting is also based on certain operating performance criteria.
On February 3, 2016, we granted 799,748 restricted shares of our Class A common stock with a grant date fair value of $28.29 per share, which was based on the closing price of our common stock on the date of grant. Of the 799,748 restricted shares granted, 247,437 restricted shares vest over a three-year period, and 552,311 restricted shares vest over a four-year period. The vesting of all the restricted shares granted on February 3, 2016 is also based on certain operating performance criteria.
During 2016, the Company also granted 44,898 restricted shares of our Class A common stock with a grant date fair value ranging from $32.74 to $34.84, which was based on the closing price of our common stock on the date of grant. These vest over a four-year period.
Restricted stock transactions under the Omnibus plan in 2015 and 2016 are as follows (shares in millions):
 
Shares
 
Weighted average grant date fair value
Balance December 31, 2014
—

 
$
—

Converted
7,994,215

 
*

Granted
318,000

 
$
32.37

Forfeited
(16,850
)
 
*

Vested
(4,381,021
)
 
*

Balance December 31, 2015
3,914,344

 
*

Granted
844,646

 
$
28.56

Forfeited
(57,484
)
 
*

Vested
(1,793,132
)
 
*

Balance, December 31, 2016
2,908,374

 
*


_______________
*
The converted shares were originally BKFS LLC profits interests units with a weighted average grant date fair value of $2.10 per unit. The fair value of the restricted shares at the date of conversion, May 20, 2015, was $24.50 per share. The original grant date fair value of the forfeited and vested restricted shares, which were originally granted as profits interests units, was $2.01 per unit.
On February 3, 2017, we granted 884,570 restricted shares of our Class A common stock with a grant date fair value of $37.90 per share, which was based on the closing price of our common stock on the date of grant. Of the 884,570 restricted shares granted, 203,160 restricted shares vest over a three-year period and 681,410 restricted shares vest over a four-year period. The vesting of all the restricted shares granted on February 3, 2017 is also based on certain operating performance criteria.
Equity-based compensation expense is included in Operating expenses in the Consolidated Statements of Operations and Comprehensive Earnings (Loss). Net earnings (loss) from continuing operations reflects equity-based compensation expense of $12.4 million, $11.4 million and $6.4 million for the years ended December 31, 2016, 2015 and 2014, respectively. As noted above, the expense for the year ended December 31, 2015, includes an acceleration charge of $6.2 million for the accelerated vesting of the shares held by our directors. As of December 31, 2016, the total unrecognized compensation cost related to non-vested restricted shares of our Class A common stock and ServiceLink profits interests granted to BKFS LLC employees and directors is $24.9 million, which is expected to be recognized over a weighted average period of approximately 2.6 years.
Employee Benefit Plans Employee Benefit Plans
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Employee Benefit Plans
Employee Benefit Plans
Stock Purchase Plan
Effective July 20, 2015, we adopted the Black Knight Financial Services, Inc. Employee Stock Purchase Plan (the "Black Knight ESPP Plan") that allows our eligible employees to voluntarily make after-tax contributions ranging from 3% to 15% of eligible earnings. We contribute varying matching amounts as specified in the Black Knight ESPP Plan document. Prior to July 20, 2015 and upon consummation of the Acquisition (see Note 2—Acquisition and Internal Reorganization by FNF and Other Transactions for a more detailed discussion on the Acquisition), our employees became eligible to participate in the FNF Employee Stock Purchase Plan (the "FNF ESPP Plan") that allowed eligible employees to make voluntary after-tax contributions ranging from 3% to 15% of eligible earnings. We contributed varying matching amounts as specified in the FNF ESPP Plan document. During July of 2014, matching contributions were reinstated under the FNF ESPP Plan. We recorded expense of $5.8 million, $5.0 million and $2.8 million for the years ended December 31, 2016, 2015 and 2014, respectively, relating to the participation of our employees in the ESPP Plans.
401(k) Profit Sharing Plan
Our employees participate in a qualified 401(k) plan sponsored by FNF. Under the terms of the plan and subsequent amendments, eligible employees may contribute up to 40% of their pretax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code ("IRC"). We generally match 37.5% of each dollar of employee contribution up to 6% of the employee's total eligible compensation. We recorded expense of $5.5 million, $5.2 million and $5.4 million for the years ended December 31, 2016, 2015 and 2014, respectively, relating to the participation of our employees in the 401(k) plan.
Employee Benefit Plans
Profits Interests Plan
Under the Black Knight Financial Services, LLC 2013 Management Incentive Plan (the "Incentive Plan"), we were authorized to issue up to 11,111,111 Class B units of BKFS LLC ("BKFS LLC profits interests") to eligible members of management and the Board of Managers. During the year ended December 31, 2014, we issued BKFS LLC profits interests to certain members of BKFS LLC management, the BKFS LLC Board of Managers and certain employees of FNF and ServiceLink, which vested over three years, with 50% vesting after the second year and 50% vesting after the third year. The terms of the profits interests grants provided for the grantees to participate in any value of BKFS LLC in excess of its fair value at the date of grant in proportion to the Class A member unit holders participation in the same. The fair value of BKFS LLC at the date of grant was otherwise known as the hurdle amount. Profits interests granted were determined and approved by the Compensation Committee of the Board of Managers. Once vested, Class B units were not subject to expiration. The Class B units could be settled under various scenarios. According to the terms of the LLC Agreement and depending on the scenario, the Class B units could be settled in shares of FNF stock or cash at the election of FNF. We accounted for the BKFS LLC profits interests granted to employees and the Board of Managers in accordance with GAAP for equity-based payments, which requires that compensation cost relating to equity-based payments made to employees and directors be recognized in the Consolidated Financial Statements based on the fair value of each award. BKFS LLC profits interests granted to BKFS LLC employees and the Board of Managers were equity-classified in accordance with GAAP. Using the fair value method of accounting, compensation cost was measured based on the fair value of the award at the date of grant and recognized over the service period. We utilized the Black-Scholes model to calculate the fair value of the profits interests awards on the date of grant (the "Calculation").
There were 9.5 million BKFS LLC profits interests granted to BKFS LLC employees and the Board of Managers during the year ended December 31, 2014. The hurdle rate as of the date of grant was used to determine the per unit strike price for the Calculation. The risk free interest rates used in the calculation of the fair value of the BKFS LLC profits interests are the rates that correspond to the weighted average expected life of the profits interests. The volatility was estimated based on the historical volatility of BKFS LLC peers and of the historical LPS stock price over a term equal to the weighted average expected life of the profits interests. We used a weighted average risk free interest rate of 1.06%, a volatility factor for the expected market price of the member units of 33.6%, a dividend yield of 0.0% and a weighted average expected life of 3.5 years with a discount of 22.2% for lack of marketability resulting in a weighted average fair value of $2.10 per BKFS LLC profits interests unit granted. The redemption value of the BKFS LLC profits interests granted to BKFS LLC management and the Board of Managers was recorded to Redeemable members' interests and was $24.7 million as of December 31, 2014 with an offsetting amount recorded to Contributed member capital. The redemption value was determined based on the fair value of the award and the proportionate service period rendered through December 31, 2014.
During the year ended December 31, 2014, 1.6 million BKFS LLC profits interests grants were made to certain FNF and ServiceLink employees. In accordance with GAAP for accounting for equity-based payments, these awards were recorded as a dividend from BKFS LLC to FNF at the fair value on the date of grant. The amount of this dividend was $3.2 million and was reflected in Accumulated loss with an offsetting amount in Contributed member capital. The redemption value of BKFS LLC profits interests granted to ServiceLink employees was recorded to Redeemable members' interest and was $3.4 million as of December 31, 2014 with the offsetting amount recorded to Contributed member capital.
Certain employees of BKFS LLC were also granted profits interests of ServiceLink ("ServiceLink profits interests"). In accordance with GAAP, BKFS LLC is required to account for these ServiceLink profits interests because the grants are to BKFS LLC employees. The ServiceLink profits interests are liability-classified and must be revalued each quarter based on their current fair value with compensation costs recognized over the service period (the "Updated Calculation"). There were 2.6 million ServiceLink profits interests granted to BKFS LLC employees during the year ended December 31, 2014. The hurdle rate as of the grant date was used to determine the per unit strike price for the Updated Calculation. The risk free interest rates used in the calculation of the fair value of the ServiceLink profits interests are the rates that correspond to the weighted average expected life of the profits interests. The volatility was estimated based on the historical volatility of ServiceLink peers and of the historical LPS stock price over a term equal to the weighted average expected life of the profits interests. As of December 31, 2016, 2015 and 2014, we used a risk free interest rate of 0.8%, 0.6% and 0.9%, respectively, a dividend yield of 0.0% in each period, a volatility factor for the expected market price of the member units of 35%, 40% and 45%, respectively, and an expected life of 1.08, 1.75 and 2.5 years, respectively, with a discount of 14%, 20% and 26%, respectively, for lack of marketability resulting in a fair value of $0.30, $0.44 and $0.42, respectively, per profits interests unit granted. As of December 31, 2016 and 2015, we had a liability of approximately $0.8 million and $1.0 million, respectively, included on the Consolidated Balance Sheets related to the ServiceLink profits interests awards granted to BKFS LLC employees and the Board of Managers.
Omnibus Incentive Plan
In 2015, we established the Black Knight Financial Services, Inc. 2015 Omnibus Incentive Plan (the "Omnibus Plan") authorizing the issuance of up to 11.0 million shares of our Class A common stock, subject to the terms of the Omnibus Plan. The Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other cash and stock-based awards and dividend equivalents. Awards granted are approved by the Compensation Committee of the Board of Directors.
In connection with the IPO, we converted the 10,733,330 outstanding BKFS LLC profits interests units into 7,994,215 restricted shares of Black Knight Class A common stock. The fair value of the restricted shares was not greater than the value of the BKFS LLC profits interests units immediately prior to the conversion; therefore, no additional compensation expense was recognized. We accelerated the vesting of 4,381,021 restricted shares of Class A common stock held by our directors, incurring an acceleration charge of $6.2 million during the year ended December 31, 2015. The shares were subject to a six-month underwriter requested lock-up, which expired on November 15, 2015. The remaining 3,596,344 unvested restricted shares continued to vest on the same schedule as the former BKFS LLC profits interests.
On December 21, 2015, we granted 318,000 restricted shares of our Class A common stock with a grant date fair value of $32.37 per share, which was based on the closing price of our common stock on the date of grant. These restricted shares vest over a three-year period; vesting is also based on certain operating performance criteria.
On February 3, 2016, we granted 799,748 restricted shares of our Class A common stock with a grant date fair value of $28.29 per share, which was based on the closing price of our common stock on the date of grant. Of the 799,748 restricted shares granted, 247,437 restricted shares vest over a three-year period, and 552,311 restricted shares vest over a four-year period. The vesting of all the restricted shares granted on February 3, 2016 is also based on certain operating performance criteria.
During 2016, the Company also granted 44,898 restricted shares of our Class A common stock with a grant date fair value ranging from $32.74 to $34.84, which was based on the closing price of our common stock on the date of grant. These vest over a four-year period.
Restricted stock transactions under the Omnibus plan in 2015 and 2016 are as follows (shares in millions):
 
Shares
 
Weighted average grant date fair value
Balance December 31, 2014
—

 
$
—

Converted
7,994,215

 
*

Granted
318,000

 
$
32.37

Forfeited
(16,850
)
 
*

Vested
(4,381,021
)
 
*

Balance December 31, 2015
3,914,344

 
*

Granted
844,646

 
$
28.56

Forfeited
(57,484
)
 
*

Vested
(1,793,132
)
 
*

Balance, December 31, 2016
2,908,374

 
*


_______________
*
The converted shares were originally BKFS LLC profits interests units with a weighted average grant date fair value of $2.10 per unit. The fair value of the restricted shares at the date of conversion, May 20, 2015, was $24.50 per share. The original grant date fair value of the forfeited and vested restricted shares, which were originally granted as profits interests units, was $2.01 per unit.
On February 3, 2017, we granted 884,570 restricted shares of our Class A common stock with a grant date fair value of $37.90 per share, which was based on the closing price of our common stock on the date of grant. Of the 884,570 restricted shares granted, 203,160 restricted shares vest over a three-year period and 681,410 restricted shares vest over a four-year period. The vesting of all the restricted shares granted on February 3, 2017 is also based on certain operating performance criteria.
Equity-based compensation expense is included in Operating expenses in the Consolidated Statements of Operations and Comprehensive Earnings (Loss). Net earnings (loss) from continuing operations reflects equity-based compensation expense of $12.4 million, $11.4 million and $6.4 million for the years ended December 31, 2016, 2015 and 2014, respectively. As noted above, the expense for the year ended December 31, 2015, includes an acceleration charge of $6.2 million for the accelerated vesting of the shares held by our directors. As of December 31, 2016, the total unrecognized compensation cost related to non-vested restricted shares of our Class A common stock and ServiceLink profits interests granted to BKFS LLC employees and directors is $24.9 million, which is expected to be recognized over a weighted average period of approximately 2.6 years.
Income Taxes
Income Taxes
Income Taxes
The income tax expense (benefit) attributable to continuing operations for the years ended December 31, 2016, 2015 and 2014 consists of the following (in millions):
 
Year ended December 31,
 
2016
 
2015
 
2014
Current:
 
 
 
 
 
     Federal
$
15.3

 
$
0.5

 
$
(5.3
)
     State
6.0

 
0.7

 
0.1

     Foreign
1.0

 
0.4

 
—

          Total current
22.3

 
1.6

 
(5.2
)
 
 
 
 
 
 
Deferred:
 
 
 
 
 
     Federal
5.0

 
11.3

 
(0.1
)
     State
(1.1
)
 
0.5

 
—

     Foreign
(0.4
)
 
—

 
—

         Total deferred
3.5

 
11.8

 
(0.1
)
Total income tax expense (benefit)
$
25.8

 
$
13.4

 
$
(5.3
)

As described in Note 1—Basis of Presentation, the IPO and Offering Reorganization were completed on May 26, 2015, and resulted in our ownership of 44.5% of BKFS LLC. For the period prior to the IPO, the taxable status of BKFS LLC was a partnership under federal and state income tax laws.
In connection with the IPO, two partners of BKFS LLC, THL Black Knight I Holding Corp. and THL Investors Black Knight I Holding Corp. (collectively, the "THL Blocker Corps"), merged with and into Black Knight with Black Knight as the surviving entity. For federal tax purposes, certain tax attributes, including a net operating loss of $46.1 million, were transferred to Black Knight under IRC Section 381.
A reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended December 31, 2016, 2015 and 2014 is as follows:
 
Year ended December 31,
 
2016
 
2015
 
2014
Federal statutory rate
35.0
 %
 
35.0
 %
 
35.0
 %
State income taxes, net of federal benefit
2.0

 
1.3

 
—

Noncontrolling interests
(19.2
)
 
(14.9
)
 
—

Partnership income not subject to tax
—

 
(7.7
)
 
(22.2
)
Tax credits
(0.6
)
 
(0.3
)
 
—

Transaction costs
—

 
—

 
(8.1
)
Domestic Production Activities Deduction
(1.1
)
 
—

 
—

Other
0.1

 
0.6

 
—

Effective tax rate
16.2
 %
 
14.0
 %
 
4.7
 %

The significant components of deferred tax assets and liabilities as of December 31, 2016 and 2015 consist of the following (in millions):
 
December 31,
 
2016
 
2015
Deferred tax assets:
 
 
 
Net operating loss carryovers
$
—

 
$
10.1

Tax credit carryovers
—

 
0.7

State income tax
1.6

 
—

Other
0.4

 
0.2

Total deferred tax assets
2.0

 
11.0

Deferred tax liabilities:
 
 
 
Partnership basis
(9.9
)
 
(15.6
)
Other - foreign
—

 
(0.1
)
Total deferred tax liabilities
(9.9
)
 
(15.7
)
Net deferred tax liability
$
(7.9
)
 
$
(4.7
)

The merger described above resulted in a merger of the assets and liabilities of the THL Blocker Corps, which included the investment in BKFS LLC and the net deferred tax assets. During the 2016 and 2015 years, the change in the deferred tax liability related to the partnership basis book and tax difference was partially offset by the change in the deferred tax asset related to the net operating loss carryovers.
ASC Topic 740-10, Accounting for Uncertain Tax Positions, requires that a tax position be recognized or derecognized based on a more likely than not threshold. This applies to positions taken or expected to be taken on a tax return. There were no uncertain tax positions for Black Knight as of December 31, 2016 and 2015.
We had a net operating loss as of December 31, 2015 on a pre-tax basis of $28.8 million, available to carryforward and offset future federal taxable income. The net operating loss carryovers are U.S. federal net operating losses arising from the merger with the THL Blocker Corps as described above. We were not limited under IRC Section 382 in our ability to utilize the net operating loss carryovers. These net operating loss carryovers were fully utilized in 2016.
The Bipartisan Budget Act of 2015 provides that any tax adjustments resulting from partnership audits will generally be determined, and any resulting tax, interest and penalties collected, at the partnership level for tax years beginning after December 31, 2017. The Bipartisan Budget Act of 2015 allows a partnership to elect to apply these provisions to any return of the partnership filed for partnership taxable years beginning after the date of the enactment, November 2, 2015. BKFS LLC does not intend to elect to apply these provisions for any tax return filed for partnership taxable years beginning before January 1, 2018.
Tax Distributions
The taxable income of BKFS LLC is allocated to its members, including Black Knight, and the members are required to reflect on their own income tax returns the items of income, gain, deduction and loss and other tax items of BKFS LLC that are allocated to them. BKFS LLC makes tax distributions to its members in order to enable them to pay taxes on their allocable share of BKFS LLC's taxable income. Tax distributions are calculated based on allocations of income to a member for a particular taxable year without taking into account any losses allocated to the member in a prior taxable year. This practice is consistent with IRS regulations. Subject to certain reductions, tax distributions are generally made based on an assumed tax rate equal to the highest combined marginal federal, state and local income tax rate applicable to a U.S. corporation.
Concentrations of Risk
Concentrations of Risk
Concentrations of Risk
We generate a significant amount of revenues from large customers, including a customer that accounted for 12% of total revenues for the years ended December 31, 2016 and 2015, respectively. We had two large customers that accounted for 14% and 12% of total revenues in the year ended December 31, 2014.
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, trade receivables and interest rate swaps.
Segments Information
Segment Information
Segment Information
ASC Topic 280, Segment Reporting ("ASC 280"), establishes standards for reporting information about segments and requires that a public business enterprise reports financial and descriptive information about its segments. Segments are components of an enterprise for which separate financial information is available and are evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. Black Knight's president and 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:
•
Technology — offers software and hosting solutions that support loan servicing, loan origination and settlement services.
•
Data and Analytics — offers data and analytics solutions to the mortgage, real estate and capital markets industries. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, prepayment and default models, lead generation and other data solutions.
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, Income tax expense and the Depreciation and amortization of Property and equipment, Computer software, Other intangible assets and deferred contract costs. We do not allocate Interest expense, Other expense, net, Income tax expense 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.
Effective January 2, 2014, the Technology segment includes the results of Commerce Velocity, and the Data and Analytics segment includes the results of Property Insight, which were contributed into BKFS LLC by FNF in transactions between entities under common control during 2014. See Note 1—Basis of Presentation for further discussion.
Summarized financial information concerning our segments is shown in the tables below (in millions). Prior period results have been reclassified to conform to the current segment presentation. We have reclassified purchase accounting adjustments from the Technology and Data and Analytics segments to Corporate and Other to provide a better indication of ongoing segment performance.
 
Year ended December 31, 2016
 
Technology
 
Data and Analytics
 
Corporate and Other
 
Total
Revenues
$
855.8

 
$
177.5

 
$
(7.3
)
(1)
$
1,026.0

Expenses:
 
 
 
 
 
 
 
Operating expenses
368.0

 
151.0

 
63.6

 
582.6

Transition and integration costs
—

 
—

 
2.3

 
2.3

EBITDA
487.8

 
26.5

 
(73.2
)
 
441.1

Depreciation and amortization
106.2

 
8.8

 
93.3

(2)
208.3

Operating income (loss)
381.6

 
17.7

 
(166.5
)
 
232.8

Interest expense
 
 
 
 
 
 
(67.6
)
Other expense, net
 
 
 
 
 
 
(6.4
)
Earnings before income taxes
 
 
 
 
 
 
158.8

Income tax expense
 
 
 
 
 
 
25.8

Net earnings
 
 
 
 
 
 
$
133.0

Balance sheet data:
 
 
 
 
 
 
 
Total assets
$
3,196.7

 
$
355.6

 
$
209.7

 
$
3,762.0

Goodwill
$
2,112.0

 
$
191.8

 
$
—

 
$
2,303.8


_______________________________________________________
(1)
Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.
(2)
Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.

 
Year ended December 31, 2015
 
Technology
 
Data and Analytics
 
Corporate and Other
 
Total
Revenues
$
765.8

 
$
174.3

 
$
(9.4
)
(1)
$
930.7

Expenses:
 
 
 
 
 
 
 
Operating expenses
341.4

 
145.5

 
51.3

 
538.2

Transition and integration costs
—

 
—

 
8.0

 
8.0

EBITDA
424.4

 
28.8

 
(68.7
)
 
384.5

Depreciation and amortization
93.3

 
7.2

 
93.8

(2)
194.3

Operating income (loss)
331.1

 
21.6

 
(162.5
)
 
190.2

Interest expense
 
 
 
 
 
 
(89.8
)
Other expense, net
 
 
 
 
 
 
(4.6
)
Earnings before income taxes
 
 
 
 
 
 
95.8

Income tax expense
 
 
 
 
 
 
13.4

Net earnings
 
 
 
 
 
 
$
82.4

Balance sheet data:
 
 
 
 
 
 
 
Total assets
$
3,126.7

 
$
312.1

 
$
264.9

 
$
3,703.7

Goodwill
$
2,048.0

 
$
172.1

 
$
—

 
$
2,220.1

_______________________________________________________
(1)
Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.
(2)
Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.

 
Year ended December 31, 2014
 
Technology
 
Data and Analytics
 
Corporate and Other
 
Total
Revenues
$
708.2

 
$
156.6

 
$
(12.7
)
(1)
$
852.1

Expenses:
 
 
 
 
 
 
 
Operating expenses
338.2

 
140.2

 
36.5

 
514.9

Transition and integration costs
—

 
—

 
119.3

 
119.3

EBITDA
370.0

 
16.4

 
(168.5
)
 
217.9

Depreciation and amortization
84.7

 
6.5

 
97.6

(2)
188.8

Operating income (loss)
285.3

 
9.9

 
(266.1
)
 
29.1

Interest expense
 
 
 
 
 
 
(128.7
)
Other expense, net
 
 
 
 
 
 
(12.0
)
Loss from continuing operations before income taxes
 
 
 
 
 
 
(111.6
)
Income tax benefit
 
 
 
 
 
 
(5.3
)
Net loss from continuing operations
 
 
 
 
 
 
$
(106.3
)
_______________________________________________________
(1)
Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.
(2)
Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.
Significant Accounting Policies Significant Accounting Policies (Policies)
Basis of Accounting 
The accompanying Consolidated Financial Statements were prepared in accordance with GAAP, and all adjustments considered necessary for a fair presentation have been included.
Consolidation 
All significant intercompany accounts and transactions have been eliminated.
Fair Value 
Fair Value of Financial Assets and Liabilities
The fair values of financial assets and liabilities are determined using the following fair value hierarchy:
•
Level 1 inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access.
•
Level 2 inputs to the valuation methodology include:
◦
quoted prices for similar assets or liabilities in active markets;
◦
quoted prices for identical or similar assets or liabilities in inactive markets;
◦
inputs other than quoted prices that are observable for the asset or liability; and
◦
inputs that are derived principally from or corroborated by observable market data by correlation or other means.
•
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
Assets are classified in their entirety based on the lowest level of input that is significant to the 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.
Fair Value of Assets Acquired and Liabilities Assumed
The fair values of assets acquired and liabilities assumed in business combinations are estimated using various assumptions. The most significant assumptions, and those requiring the most judgment, involve the estimated fair values of intangible assets and software, with the remaining value, if any, attributable to goodwill. We utilize third-party valuation specialists to assist with determining the fair values of intangible assets and software purchased in business combinations. These estimates are based on Level 2 and Level 3 inputs.
Management Estimates 
The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The accounting estimates that require our most significant, difficult and subjective judgments include the determination of elements and allocation of fair value of our revenue arrangements, the recoverability of other intangible assets and goodwill, and the assessment of loss contingencies. Actual results that we experience could differ from our estimates.
Cash and Cash Equivalents 
Highly liquid instruments purchased with original maturities of three months or less are considered cash equivalents. Cash equivalents are invested with high credit quality financial institutions and consist of short-term investments, such as demand deposit accounts, money market accounts, money market funds and time deposits. The carrying amounts of these instruments reported in the Consolidated Balance Sheets approximate their fair value because of their immediate or short-term maturities.
Trade Receivables, Net 
The carrying amounts reported in the Consolidated Balance Sheets for Trade receivables, net approximate their fair value because of their short-term nature.
Allowance for Doubtful Accounts 
The allowance for doubtful accounts represents management's estimate of those balances that are uncollectible as of the balance sheet date. We determine the allowance based on known troubled accounts, historical experience and other currently available evidence. We write off trade receivables when the likelihood of collection of a trade receivable balance is considered remote.
Property, Plant and Equipment 
Property and equipment is recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed primarily using the straight-line method based on the following estimated useful lives of the related assets: 30 years for buildings and 3 to 7 years for furniture, fixtures and computer equipment. Leasehold improvements are amortized using the straight-line method over the lesser of the initial term of the respective lease or the estimated useful life of such asset.
Computer Software, Net 
Computer software includes the fair value of software acquired in business combinations, purchased software and internally developed software. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life, ranging from 3 to 7 years. Software acquired in business combinations is recorded at its fair value and amortized using the straight-line or accelerated methods over its estimated useful life.
Internal development costs are accounted for in accordance with ASC Topic 985, Software, Subtopic 20, Costs of Software to Be Sold, Leased, or Otherwise Marketed, or ASC Topic 350, Intangibles - Goodwill and Other, Subtopic 40, Internal-Use Software. For computer software products to be sold, leased or otherwise marketed, all costs incurred to establish the technological feasibility are research and development costs and are expensed as they are incurred. Costs incurred subsequent to establishing technological feasibility, such as programmers salaries and related payroll costs and costs of independent contractors, are capitalized and amortized on a product by product basis commencing on the date of general release to customers. We do not capitalize any costs once the product is available for general release to customers. Amortization expense is recorded using straight-line or accelerated methods over the estimated software life, which generally ranges from 5 to 10 years. We also assess the recorded value for impairment on a regular basis by comparing the carrying value to the estimated future cash flows to be generated by the underlying software asset.
For internal-use computer software products, internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred during the application development stage are capitalized and amortized on a product-by-product basis commencing on the date the software is ready for its intended use. We do not capitalize any costs once the software is ready for its intended use. Amortization expense is recorded ratably over the software's estimated useful life, generally ranging from 5 to 7 years.
Other Intangible Assets, Net 
Other intangible assets, net consist primarily of customer relationships and trademarks that are recorded in connection with acquisitions at their fair value based on the results of a valuation analysis. Customer relationships are amortized over their estimated useful lives using an accelerated method that takes into consideration expected customer attrition rates over a period of up to 10 years from the acquisition date.
Impairment Testing 
Long-lived assets, including property and equipment, computer software and other intangible assets with definite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Goodwill 
Goodwill represents the excess of cost over the fair value of identifiable assets acquired and liabilities assumed in business combinations. Goodwill is not amortized and is tested for impairment annually, or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. In evaluating the recoverability of goodwill, we perform an annual goodwill impairment analysis based on a review of qualitative factors to determine if events and circumstances exist that could lead to a determination that the fair value of a reporting unit is greater than its carrying amount. We have three reporting units that carry goodwill as of December 31, 2016 - Servicing Technology, Origination Technology and Data and Analytics.
Deferred Contract Costs 
Cost of software sales, outsourced data processing and application management arrangements, including costs incurred for bid and proposal activities, are generally expensed as incurred. However, certain costs incurred upon initiation of a contract are deferred and expensed over the contract life. These costs represent incremental external costs or certain specific internal costs that are directly related to the contract acquisition or transition activities and are primarily associated with installation of systems, processes and data conversion.
In the event indications exist that a deferred contract cost balance related to a particular contract may not be recoverable, undiscounted estimated cash flows of the contract are projected over its remaining estimated term and compared to the unamortized deferred contract cost balance. If the projected cash flows are not adequate to recover the unamortized cost balance, the balance would be adjusted with a charge to earnings to equal the contract's net realizable value, including any termination fees provided for under the contract, in the period such a determination is made.
Trade Accounts Payable and Other Liabilities 
The carrying amount reported in the Consolidated Balance Sheets for Trade accounts payable and other accrued liabilities approximates fair value because of their short-term nature.
Commitments and Contingencies 
ASC Topic 450, Contingencies, requires that we accrue for loss contingencies associated with outstanding litigation, claims and assessments, as well as unasserted claims for which management has determined it is probable that a loss contingency exists and the amount of loss can be reasonably estimated.
Compensation Related Costs 
Certain of our management level employees and directors are eligible to participate in the FNF Deferred Compensation Plan (the "Plan"). The Plan permits participants to defer receipt of part of their current compensation. Participant benefits for the Plan are provided by a funded rabbi trust.
The compensation withheld from Plan participants, together with investment income on the Plan, is recorded as a deferred compensation obligation to participants. During 2014, the LPS Deferred Compensation Plan was frozen for new contributions and eligible employees were allowed to enroll in the FNF Deferred Compensation Plan. Also during 2014, the underlying rabbi trust was merged into the FNF deferred compensation rabbi trust, and the related liability was transferred to FNF. As a result of the aforementioned activities, the liability to Plan participants as well as the assets of the funded rabbi trust are carried by FNF.
Equity-Based Compensation 
We expense employee equity-based payments under ASC Topic 718, Compensation—Stock Compensation, which requires compensation cost for the grant date fair value of equity-based payments to be recognized over the requisite service period. We estimated the grant date fair value of the equity-based awards issued in the form of profits interests using the Black-Scholes option pricing model. The fair value of our restricted stock awards is measured based on the closing market price of our stock on the grant date.
Earnings Per Share 
Basic earnings per share is computed by dividing Net earnings attributable to Black Knight by the weighted average shares outstanding during the period. Diluted earnings per share is computed by dividing Net earnings attributable to Black Knight, adjusted as necessary for the affect of potentially dilutive securities, by the number of weighted-average shares outstanding during the period and the affect of securities that would have a dilutive effect on earnings per share.
Revenue Recognition 
The following describes our primary types of revenues and our revenue recognition policies as they pertain to the types of contractual arrangements we enter into with our customers to provide services, software licenses and software-related services either individually or as part of an integrated offering of multiple services. These arrangements occasionally include offerings from more than one segment to the same customer. We recognize revenues relating to hosted software, licensed software, software-related services, data and analytics services and valuation-related services. In some cases, these services are offered in combination with one another, and in other cases we offer them individually. Revenues from processing services are typically volume-based depending on factors such as the number of accounts processed, transactions processed and computer resources utilized.
Revenue is realized or realizable and earned when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller's price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. For hosting arrangements, revenues and costs related to implementation, conversion and programming services are deferred and subsequently recognized using the straight-line method over the term of the related services agreement. We evaluate these deferred contract costs for recoverability in the event any indications exist that deferred contract costs may not be recoverable.
In the event that our arrangements with our customers include more than one element, we determine whether the individual revenue elements can be recognized separately. In arrangements with multiple deliverables, the delivered items are considered separate units of accounting if (1) they have value on a standalone basis and (2) performance of the undelivered items is considered probable and within our control. Arrangement consideration is then allocated to the separate units of accounting based on relative selling price. If it exists, vendor-specific objective evidence ("VSOE") of fair value is used to determine relative selling price, otherwise third-party evidence of selling price is used. If neither exists, the best estimate of selling price is used for the deliverable.
For multiple element software arrangements, we determine the appropriate units of accounting and how the arrangement consideration should be measured and allocated to the separate units. Initial license fees are recognized when a contract exists, the fee is fixed or determinable, software delivery has occurred and collection of the receivable is deemed probable, provided that VSOE of fair value has been established for each element or for any undelivered elements. We determine the fair value of each element or the undelivered elements in multiple element software arrangements based on VSOE of fair value. VSOE of fair value for each element is based on the price charged when the same element is sold separately, or in the case of post-contract customer support, when a stated renewal rate is provided to the customer. If evidence of fair value of all undelivered elements exists but evidence does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred, and the remaining portion of the arrangement fee is recognized as revenue. If evidence of fair value does not exist for one or more undelivered elements of a contract, then all revenue is deferred until all elements are delivered or fair value is determined for all remaining undelivered elements. Revenue from post-contract customer support is recognized ratably over the term of the agreement. We record deferred revenue for all billings invoiced prior to revenue recognition.
Operating Expenses 
Operating expenses include all costs, excluding depreciation and amortization, incurred by us to produce revenues. Operating expenses include personnel expense, employee benefits, occupancy costs, data processing costs, program design and development costs and professional services.
General and administrative expenses, which are primarily included in our corporate segment within Operating expenses, include personnel expense, employee benefits, occupancy and other costs associated with personnel employed in marketing, human resources, legal, enterprise risk, finance and other support functions. General and administrative expenses also include certain professional and legal fees and costs of advertising and other marketing-related programs.
Depreciation and Amortization
Depreciation and amortization includes depreciation of property and equipment and amortization of computer software, deferred contract costs and other intangible assets. Depreciation and amortization on the Consolidated Statements of Operations and Comprehensive Earnings (Loss) include the following (in millions):
 
Year ended December 31,
 
2016
 
2015
 
2014
Property and equipment
$
28.4

 
$
28.4

 
$
29.6

Computer software
78.0

 
70.3

 
65.2

Other intangible assets
76.4

 
86.4

 
93.0

Deferred contract costs
25.5

 
9.2

 
1.0

Total
$
208.3

 
$
194.3

 
$
188.8

Transition and Integration Costs
Transition and integration costs primarily contain incremental costs associated with acquisitions for the year ended December 31, 2016. In prior periods, transition and integration costs contain incremental costs associated with executing the Acquisition and completing the Internal Reorganization and the Offering Reorganization as described above, as well as the related transitioning costs including employee severance, synergy program bonuses and certain other non-recurring professional and other costs, including costs related to the IPO, as well as member management fees, of which substantially all were incurred prior to the completion of the IPO on May 26, 2015.
Interest Expense 
Interest expense consists primarily of interest on our borrowings, a guarantee fee that we pay FNF for their ongoing guarantee of the Senior Notes, amortization of our debt issuance costs, bond premium and original issue discount, payments on our interest rate swaps and commitment fees on our revolving credit facility.
Income Tax 
e are required to determine income taxes in each of the jurisdictions in which we operate as a part of the process of preparing the Consolidated Financial Statements. This process involves calculating actual current tax expense together with assessing basis differences resulting from differing recognition of items for income tax and accounting purposes. These differences result in deferred income tax assets and liabilities, which are included within the Consolidated Balance Sheets. We must then assess the likelihood that deferred income tax assets will be recovered from future taxable earnings and, to the extent we believe that recovery is not likely, establish a valuation allowance. We believe that based on its historical pattern of taxable earnings, projections of future earnings, tax planning strategies and other relevant evidence, we will produce sufficient earnings in the future to realize recorded deferred income tax assets. To the extent we establish a valuation allowance or increase this allowance in a period, we must reflect this increase as expense within Income tax expense in the Consolidated Statements of Operations and Comprehensive Earnings (Loss). Determination of income tax expense requires estimates and can involve complex issues that may require an extended period to resolve. Further, the estimated level of annual earnings before income tax can cause the overall effective income tax rate to vary from period to period. We believe our tax positions comply with applicable tax law, and we adequately provide for any known tax contingencies. Final determination of prior-year tax liabilities, either by settlement with tax authorities or expiration of statutes of limitations, could be materially different than estimates reflected in assets and liabilities and historical income tax expense. The outcome of these final determinations could have a material effect on our income tax expense, net earnings or cash flows in the period that determination is made.
For the period through May 25, 2015, the day prior to the IPO, BKFS LLC was treated as a partnership under applicable federal and state income tax laws in connection with the Acquisition and Internal Reorganization. Corporate subsidiaries are subject to applicable U.S. federal, foreign and state taxation. Deferred tax assets and liabilities were recognized for temporary differences between the financial reporting basis and the tax basis of the corporate subsidiaries' assets and liabilities and expected benefits of utilizing net operating loss carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable earnings in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of changes in tax rates and laws in future periods, if any, is reflected in the Consolidated Financial Statements in the period enacted.
New Accounting Pronouncements 
Recent Accounting Pronouncements
Revenue Recognition (ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"))
In May 2016, the FASB issued Accounting Standards Update ("ASU") 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The amendments in this ASU do not change the core principle of the guidance in ASC 606. Rather, the amendments in this update simplify the transition and clarify certain aspects of the revenue standard.
Also in May 2016, the FASB issued ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. The SEC Staff is rescinding certain SEC Staff Observer comments that are codified in ASC Topic 605, Revenue Recognition, and ASC Topic 932, Extractive Activities-Oil and Gas, effective upon adoption of ASC 606. Specifically, registrants should not rely on the SEC Staff Observer comments upon adoption of ASC 606 related to revenue and expense recognition for freight services in process, accounting for shipping and handling fees and costs, accounting for consideration given by a vendor to a customer and accounting for gas-balancing arrangements.
In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This guidance clarifies how to determine whether goods and services are separately identifiable and thus accounted for as separate performance obligations. Additionally, this update clarifies how to evaluate the nature of a promise in granting a license of intellectual property, which determines whether to recognize revenue over time or at a point in time.
In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). This new standard requires a company to determine whether it is a principal (that controls the promised good or service before transferring it to the customer) or an agent (that arranges for another entity to provide the goods or services). Principals are required to recognize revenue equal to the gross amount of consideration exchanged for the promised good or service. Agents are required to recognize revenue net of any fees or commissions paid for arranging the promised good or service to be provided by another party.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). This ASU supersedes the revenue recognition requirements in ASC 605. The guidance requires a five-step analysis of transactions to determine when and how revenue is recognized based upon the core principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendment also requires additional disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows arising from contracts with customers. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The standard allows companies to use either a full retrospective or a modified retrospective approach to adopt this ASU.
The ASUs listed above are related to ASC 606 and are effective on adoption of ASU 2014-09, which we plan to adopt on January 1, 2018. In preparation for adoption of ASC 606, we have formed a project team and engaged a third-party professional services firm to assist us with our evaluation. We have completed the assessment phase and are working through the next phases of the adoption project. We are continuing to evaluate which transition approach to use and assessing the effect the adoption of ASC 606 will have on our results of operations, financial position and related disclosures. It is too early to make a final determination of transition method and effect of adoption given the many facets of this adoption that need to be considered.
Other Accounting Pronouncements
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments in this ASU introduce clarifications to the presentation of certain cash receipts and cash payments in the statement of cash flows. The primary updates include additions and clarifications of the classification of cash flows related to certain debt repayment activities, contingent consideration payments related to business combinations, proceeds from insurance policies, distributions from equity method investees and cash flows related to securitized receivables. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods. This ASU requires retrospective application to all prior periods presented upon adoption. We do not expect this update to have a material effect on our statement of cash flows.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses. This guidance significantly changes how companies measure and recognize credit impairment for many financial assets. The new Current Expected Credit Loss Model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets included in the scope of this standard, which include trade receivables. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for annual and interim periods in fiscal years beginning after December 15, 2018. We do not expect this update to have a material effect on our results of operations or our financial position.
In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Under the new guidance, companies will no longer record excess tax benefits and certain tax deficiencies related to share-based awards in additional paid-in capital. Instead, income tax effects of awards will be recorded in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee's shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statements should be applied prospectively. Amendments related to minimum statutory withholding requirements and forfeitures should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The guidance is effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted, but all of the guidance must be adopted in the same period. This update will not have a material effect on our results of operations or our financial position.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under this ASU, lessees will be required to recognize the following for all leases (with the exception of leases with a term of 12 months or less) at the commencement date: (1) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Under this ASU, lessor accounting remains largely unchanged. The ASU requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expire before the earliest comparative period presented. A full retrospective transition approach is not permitted. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early application is permitted. We are continuing to assess the effect the adoption of this ASU will have on our results of operations or our financial position.
Basis of Presentation Basis of Presentation (Tables)
Schedule of the use of Proceeds from the IPO
The use of the proceeds from the IPO is as follows (in millions):
Gross proceeds
 
$
507.2

Less:
 
 
Underwriters' discount
 
27.9

IPO-related expenses
 
4.2

Partial redemption of 5.75% Senior Notes due 2023 (Note 11)
 
204.8

Call premium on partial redemption of 5.75% Senior Notes due 2023
 
11.8

Interest on partial redemption of 5.75% Senior Notes due 2023
 
1.4

Cash payment to THL Intermediaries
 
17.3

Partial repayment of principal on other outstanding long-term debt
 
203.0

Refinancing expenses
 
20.6

Cash to balance sheet
 
16.2

Unused proceeds
 
$
—

Acquisition and Internal Reorganization by FNF and Other Transactions (Tables)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Business Combinations and Internal Reorganization [Abstract]
 
 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
Text Block 
 
Schedule of Business Acquisitions, by Acquisition
 
Text Block 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed 
The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (in millions):
Total purchase price consideration
$
35.2

 
 
Trade receivables
$
0.4

Prepaid expenses and other current assets
0.7

Property and equipment
0.1

Computer software
5.7

Other intangible assets (Note 9)
10.5

Goodwill (Note 10)
19.7

Total assets acquired
37.1

Trade accounts payable and other accrued liabilities
1.4

Deferred revenues
0.5

Total liabilities assumed
1.9

Net assets acquired
$
35.2

The following table summarizes the total purchase price consideration and the preliminary fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (in millions):
Total purchase price consideration
$
115.0

 
 
Trade receivables
$
3.8

Prepaid expenses and other current assets
3.9

Property and equipment
1.1

Computer software
14.0

Other intangible assets (Note 9)
35.2

Goodwill (Note 10)
64.0

Total assets acquired
122.0

Trade accounts payable and other accrued liabilities
4.5

Accrued compensation and benefits
1.1

Deferred revenues
1.4

Total liabilities assumed
7.0

Net assets acquired
$
115.0

Schedule of Business Acquisitions, by Acquisition 
The opening balance sheet of LPS on January 2, 2014, as ultimately contributed to BKFS LLC on January 3, 2014, and based on the purchase price allocation of the acquired assets and liabilities by FNF, is as follows (in millions):
Cash and cash equivalents
$
61.4

Trade receivables
103.0

Income tax receivable
26.9

Prepaid expenses and other assets, including indefinite-lived intangible assets
187.7

Property and equipment
140.4

Computer software
490.2

Other intangible assets
504.9

Deferred income taxes, net
0.3

Goodwill
2,148.5

Total assets
3,663.3

Long-term debt
623.3

Deferred revenues
35.8

Legal and regulatory accrual
14.0

Other liabilities
197.3

Total liabilities
870.4

Net assets
$
2,792.9

Significant Accounting Policies (Tables)
Schedule of Accounts, Notes, Loans and Financing Receivable 
A summary of Trade receivables, net of allowance for doubtful accounts, as of December 31, 2016 and 2015 is as follows (in millions):
 
December 31,
 
2016
 
2015
Trade receivables — billed
$
115.4

 
$
102.7

Trade receivables — unbilled
42.6

 
38.5

Total trade receivables
158.0

 
141.2

Allowance for doubtful accounts
(2.2
)
 
(2.5
)
Total trade receivables, net
$
155.8

 
$
138.7

Allowance for Credit Losses on Financing Receivables 
The rollforward of allowance for doubtful accounts for the years ended December 31, 2016, 2015 and 2014 is as follows (in millions):
 
 
Beginning balance
 
Bad debt expense
 
Write-offs, net of recoveries
 
Transfers and acquisitions
 
Ending balance
Year ended December 31, 2014
 
$
—

 
$
(1.5
)
 
$
0.1

 
$
(0.2
)
 
$
(1.6
)
Year ended December 31, 2015
 
(1.6
)
 
(2.1
)
 
1.1

 
0.1

 
(2.5
)
Year ended December 31, 2016
 
(2.5
)
 
(0.6
)
 
0.9

 
—

 
(2.2
)
Business Acquisitions Business Acquisitions (Tables)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Business Combinations [Abstract]
 
 
Business Acquisitions, Schedule of Consideration Paid
Text Block 
 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
Text Block 
 
Schedule of Property, Plant and Equipment
Text Block 
Text Block 
Business Acquisitions, Schedule of Consideration Paid 
The total consideration paid was as follows (in millions):
Cash paid from cash on hand
$
95.6

Cash paid from Revolving Credit Facility (Note 11)
25.0

Less: cash acquired
(5.6
)
Total consideration paid, net
$
115.0

The total consideration paid was as follows (in millions):
Cash paid from Revolving Credit Facility (Note 11)
$
30.0

Cash paid from cash on hand
6.0

Less: cash acquired
(0.8
)
Total consideration paid, net
$
35.2

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed 
The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (in millions):
Total purchase price consideration
$
35.2

 
 
Trade receivables
$
0.4

Prepaid expenses and other current assets
0.7

Property and equipment
0.1

Computer software
5.7

Other intangible assets (Note 9)
10.5

Goodwill (Note 10)
19.7

Total assets acquired
37.1

Trade accounts payable and other accrued liabilities
1.4

Deferred revenues
0.5

Total liabilities assumed
1.9

Net assets acquired
$
35.2

The following table summarizes the total purchase price consideration and the preliminary fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (in millions):
Total purchase price consideration
$
115.0

 
 
Trade receivables
$
3.8

Prepaid expenses and other current assets
3.9

Property and equipment
1.1

Computer software
14.0

Other intangible assets (Note 9)
35.2

Goodwill (Note 10)
64.0

Total assets acquired
122.0

Trade accounts payable and other accrued liabilities
4.5

Accrued compensation and benefits
1.1

Deferred revenues
1.4

Total liabilities assumed
7.0

Net assets acquired
$
115.0

Schedule of Property, Plant and Equipment 
As of the respective acquisition dates, the gross carrying value and weighted average estimated useful lives of Property and equipment, Computer software and Other intangible assets acquired in the above acquisitions consisted of the following (dollars in millions):
 
Gross carrying value
 
Weighted average
estimated life
(in years)
 
eLynx
 
Motivity
 
Total
 
Computer software
$
14.0

 
$
5.7

 
$
19.7

 
5
Property and equipment
1.1

 
0.1

 
1.2

 
3
Other intangible assets:
 
 
 
 
 
 
 
Customer relationships
34.6

 
8.4

 
43.0

 
10
Trade names
0.4

 
1.7

 
2.1

 
8
Non-compete agreements
0.2

 
0.4

 
0.6

 
4
Total Other intangible assets (Note 9)
35.2

 
10.5

 
45.7

 
 
Total gross carrying value
$
50.3

 
$
16.3

 
$
66.6

 
 
Schedule of Property, Plant and Equipment 
Property and equipment, net consists of the following (in millions):
 
December 31,
 
2016
 
2015
Land
$
11.9

 
$
11.9

Buildings and improvements
64.1

 
62.3

Leasehold improvements
4.8

 
4.7

Computer equipment
172.5

 
128.8

Furniture, fixtures and other equipment
9.2

 
6.1

Property and equipment
262.5

 
213.8

Accumulated depreciation and amortization
(89.5
)
 
(61.8
)
Property and equipment, net
$
173.0

 
$
152.0

Earnings Per Share (Tables)
Schedule of Basic and Diluted Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts):
 
Year ended
December 31, 2016
 
May 26, 2015 through
December 31, 2015
Basic:
 
 
 
Net earnings attributable to Black Knight
$
45.8

 
$
20.0

Shares used for basic net earnings per share:
 
 
 
Weighted average shares of Class A common stock outstanding
65.9

 
64.4

Basic net earnings per share
$
0.69

 
$
0.31

 
 
 
 
Diluted:
 
 
 
Net earnings attributable to Black Knight
$
45.8

 
$
20.0

Shares used for diluted net earnings per share:
 
 
 
Weighted average shares of Class A common stock outstanding
65.9

 
64.4

Dilutive effect of unvested restricted shares of Class A common stock
2.0

 
3.5

Weighted average shares of Class A common stock, diluted
67.9

 
67.9

Diluted net earnings per share
$
0.67

 
$
0.29

Related Party Transactions (Tables)
Schedule of related party items
A detail of related party items included in Revenues is as follows (in millions):
 
Year ended December 31,
 
2016
 
2015
 
2014
Data and analytics services
$
47.2

 
$
48.1

 
$
55.4

Servicing, origination and default technology services
26.3

 
20.4

 
16.4

Total related party revenues
$
73.5

 
$
68.5

 
$
71.8

A detail of related party items included in Operating expenses (net of expense reimbursements) is as follows (in millions):
 
Year ended December 31,
 
2016
 
2015
 
2014
Data entry, indexing services and other operating expenses
$
9.6

 
$
8.7

 
$
11.8

Corporate services
10.4

 
8.8

 
12.4

Technology and corporate services
(3.1
)
 
(7.9
)
 
(25.9
)
Total related party expenses, net
$
16.9

 
$
9.6

 
$
(1.7
)
A detail of the expenses, net from THL is set forth in the table below (in millions):
 
Year ended December 31,
 
2016
 
2015
 
2014
Operating expenses
$
1.3

 
$
1.6

 
$
1.6

Management fees (1)
—

 
1.3

 
3.2

Software and software-related purchases
1.1

 
1.4

 
2.2

_______________
(1)
Amounts are included in Transition and integration costs on the Consolidated Statements of Operations and Comprehensive Earnings (Loss).
A detail of the revenues and expenses, net from FNF is set forth in the table below (in millions):
 
Year ended December 31,
 
2016
 
2015
 
2014
Revenues
$
73.5

 
$
68.5

 
$
71.8

Operating expenses
15.6

 
8.0

 
(3.3
)
Management fees (1)
—

 
2.3

 
5.8

Interest expense (2)
3.9

 
39.5

 
97.5

_______________
(1)
Amounts are included in Transition and integration costs on the Consolidated Statements of Operations and Comprehensive Earnings (Loss).
(2)
Amounts include guarantee fee (see below).
Property and Equipment (Tables)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Schedule of Property, Plant and Equipment
As of the respective acquisition dates, the gross carrying value and weighted average estimated useful lives of Property and equipment, Computer software and Other intangible assets acquired in the above acquisitions consisted of the following (dollars in millions):
 
Gross carrying value
 
Weighted average
estimated life
(in years)
 
eLynx
 
Motivity
 
Total
 
Computer software
$
14.0

 
$
5.7

 
$
19.7

 
5
Property and equipment
1.1

 
0.1

 
1.2

 
3
Other intangible assets:
 
 
 
 
 
 
 
Customer relationships
34.6

 
8.4

 
43.0

 
10
Trade names
0.4

 
1.7

 
2.1

 
8
Non-compete agreements
0.2

 
0.4

 
0.6

 
4
Total Other intangible assets (Note 9)
35.2

 
10.5

 
45.7

 
 
Total gross carrying value
$
50.3

 
$
16.3

 
$
66.6

 
 
Schedule of Property, Plant and Equipment
Property and equipment, net consists of the following (in millions):
 
December 31,
 
2016
 
2015
Land
$
11.9

 
$
11.9

Buildings and improvements
64.1

 
62.3

Leasehold improvements
4.8

 
4.7

Computer equipment
172.5

 
128.8

Furniture, fixtures and other equipment
9.2

 
6.1

Property and equipment
262.5

 
213.8

Accumulated depreciation and amortization
(89.5
)
 
(61.8
)
Property and equipment, net
$
173.0

 
$
152.0

Computer Software (Tables)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Research and Development [Abstract]
 
 
Schedule of Capitalized Software
 
Text Block 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Text Block 
Text Block 
Schedule of Capitalized Software 
Computer software, net consists of the following (in millions):
 
December 31,
 
2016
 
2015
Internally developed software
$
634.9

 
$
578.1

Purchased software
42.4

 
37.8

Computer software
677.3

 
615.9

Accumulated amortization
(227.3
)
 
(149.4
)
Computer software, net
$
450.0

 
$
466.5

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense 
Estimated amortization expense on Computer software for the next five fiscal years is as follows (in millions):
2017 (1)
$
83.7

2018
85.0

2019
74.7

2020
66.8

2021
52.7

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense 
Estimated amortization expense on existing intangible assets for the next five fiscal years is as follows (in millions):
2017
$
67.8

2018
56.5

2019
55.8

2020
45.0

2021
34.2

Otherr Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
 
 
Schedule of Finite-Lived Intangible Assets
 
Text Block 
Schedule of Indefinite-Lived Intangible Assets
 
Text Block 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Text Block 
Text Block 
Schedule of Finite-Lived Intangible Assets 
Other intangible assets, net consists of the following (in millions):
 
 
December 31, 2016
 
December 31, 2015
 
 
Gross carrying
amount
 
Accumulated
amortization
 
Net carrying
amount
 
Gross carrying
amount
 
Accumulated
amortization
 
Net carrying
amount
Customer relationships
 
$
557.8

 
$
(260.7
)
 
$
297.1

 
$
514.8

 
$
(186.3
)
 
$
328.5

Other
 
12.5

 
(10.1
)
 
2.4

 
9.8

 
(8.1
)
 
1.7

Total intangible assets
 
$
570.3

 
$
(270.8
)
 
$
299.5

 
$
524.6

 
$
(194.4
)
 
$
330.2

Schedule of Indefinite-Lived Intangible Assets 
Other intangible assets, net consists of the following (in millions):
 
 
December 31, 2016
 
December 31, 2015
 
 
Gross carrying
amount
 
Accumulated
amortization
 
Net carrying
amount
 
Gross carrying
amount
 
Accumulated
amortization
 
Net carrying
amount
Customer relationships
 
$
557.8

 
$
(260.7
)
 
$
297.1

 
$
514.8

 
$
(186.3
)
 
$
328.5

Other
 
12.5

 
(10.1
)
 
2.4

 
9.8

 
(8.1
)
 
1.7

Total intangible assets
 
$
570.3

 
$
(270.8
)
 
$
299.5

 
$
524.6

 
$
(194.4
)
 
$
330.2

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense 
Estimated amortization expense on Computer software for the next five fiscal years is as follows (in millions):
2017 (1)
$
83.7

2018
85.0

2019
74.7

2020
66.8

2021
52.7

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense 
Estimated amortization expense on existing intangible assets for the next five fiscal years is as follows (in millions):
2017
$
67.8

2018
56.5

2019
55.8

2020
45.0

2021
34.2

Goodwill (Tables)
Schedule of Goodwill
Goodwill consists of the following (in millions):
 
Technology
 
Data and Analytics
 
Corporate and Other
 
Total
Balance, December 31, 2014
$
2,048.0

 
$
172.1

 
$
—

 
$
2,220.1

Activity
—

 
—

 
—

 
—

Balance, December 31, 2015
2,048.0

 
172.1

 
—

 
2,220.1

Increases to goodwill related to:

 

 

 

eLynx acquisition (Note 4)
64.0

 
—

 
—

 
64.0

Motivity acquisition (Note 4)
—

 
19.7

 
—

 
19.7

Balance, December 31, 2016
$
2,112.0

 
$
191.8

 
$
—

 
$
2,303.8

Goodwill related to the eLynx and Motivity acquisitions is deductible for tax purposes.
Long-Term Debt (Tables)
Schedule of Long-term Debt 
Long-term debt consists of the following (in millions):
 
December 31, 2016
 
December 31, 2015
 
Principal
 
Debt
issuance
costs
 
Premium (discount)
 
Total
 
Principal
 
Debt
issuance
costs
 
Premium (discount)
 
Total
Term A Loan
$
740.0

 
$
(7.0
)
 
$
—

 
$
733.0

 
$
780.0

 
$
(9.4
)
 
$
—

 
$
770.6

Term B Loan
394.0

 
(3.4
)
 
(0.8
)
 
389.8

 
398.0

 
(3.9
)
 
(0.9
)
 
393.2

Revolving Credit Facility
50.0

 
(3.7
)
 
—

 
46.3

 
100.0

 
(4.8
)
 
—

 
95.2

Senior Notes, issued at par
390.0

 
—

 
11.1

 
401.1

 
390.0

 
—

 
12.5

 
402.5

Total long-term debt
1,574.0

 
(14.1
)
 
10.3

 
1,570.2

 
1,668.0

 
(18.1
)
 
11.6

 
1,661.5

Less: Current portion of long-term debt
64.0

 
(0.6
)
 
—

 
63.4

 
44.0

 
(0.5
)
 
—

 
43.5

Long-term debt, net of current portion
$
1,510.0

 
$
(13.5
)
 
$
10.3

 
$
1,506.8

 
$
1,624.0

 
$
(17.6
)
 
$
11.6

 
$
1,618.0

The Term A Loan is subject to amortization of principal, payable in quarterly installments on the last day of each fiscal quarter, which commenced on September 30, 2015, equal to the percentage set forth below of the initial aggregate principal amount of the Term A Loan for such fiscal quarter:
Payment Dates
 
Percentage
September 30, 2015 through and including June 30, 2017
 
1.25%
Commencing on September 30, 2017 through and including June 30, 2019
 
2.50%
Commencing on September 30, 2019 through and including March 31, 2020
 
3.75%
Schedule of Maturities of Long-term Debt 
Principal maturities as of December 31, 2016 for each of the next five years and thereafter are as follows (in millions):
2017
$
64.0

2018
84.0

2019
104.0

2020
554.0

2021
4.0

Thereafter
764.0

Total
$
1,574.0

Commitments and Contingencies Commitments and Contingencies (Tables)
Schedule of Future Minimum Operating Lease Payments 
Future minimum operating lease payments for leases with initial or remaining terms greater than one year for each of the next five years and thereafter are as follows (in millions):
2017
$
9.4

2018
6.1

2019
4.7

2020
2.9

2021
0.6

Thereafter
0.1

Total
$
23.8

Contractual Obligation, Fiscal Year Maturity Schedule 
Data processing and maintenance services agreement payments for agreements with initial or remaining terms greater than one year as follows (in millions):
2017
$
36.1

2018
26.7

2019
0.7

2020
0.4

Total
$
63.9

Employee Benefit Plans (Tables)
Schedule of Restricted Stock Activity
Restricted stock transactions under the Omnibus plan in 2015 and 2016 are as follows (shares in millions):
 
Shares
 
Weighted average grant date fair value
Balance December 31, 2014
—

 
$
—

Converted
7,994,215

 
*

Granted
318,000

 
$
32.37

Forfeited
(16,850
)
 
*

Vested
(4,381,021
)
 
*

Balance December 31, 2015
3,914,344

 
*

Granted
844,646

 
$
28.56

Forfeited
(57,484
)
 
*

Vested
(1,793,132
)
 
*

Balance, December 31, 2016
2,908,374

 
*

Income Taxes (Tables)
Schedule of Components of Income Tax Expense (Benefit) 
The income tax expense (benefit) attributable to continuing operations for the years ended December 31, 2016, 2015 and 2014 consists of the following (in millions):
 
Year ended December 31,
 
2016
 
2015
 
2014
Current:
 
 
 
 
 
     Federal
$
15.3

 
$
0.5

 
$
(5.3
)
     State
6.0

 
0.7

 
0.1

     Foreign
1.0

 
0.4

 
—

          Total current
22.3

 
1.6

 
(5.2
)
 
 
 
 
 
 
Deferred:
 
 
 
 
 
     Federal
5.0

 
11.3

 
(0.1
)
     State
(1.1
)
 
0.5

 
—

     Foreign
(0.4
)
 
—

 
—

         Total deferred
3.5

 
11.8

 
(0.1
)
Total income tax expense (benefit)
$
25.8

 
$
13.4

 
$
(5.3
)
Reconciliation of the Federal Statutory Rate to Effective Tax Rate 
A reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended December 31, 2016, 2015 and 2014 is as follows:
 
Year ended December 31,
 
2016
 
2015
 
2014
Federal statutory rate
35.0
 %
 
35.0
 %
 
35.0
 %
State income taxes, net of federal benefit
2.0

 
1.3

 
—

Noncontrolling interests
(19.2
)
 
(14.9
)
 
—

Partnership income not subject to tax
—

 
(7.7
)
 
(22.2
)
Tax credits
(0.6
)
 
(0.3
)
 
—

Transaction costs
—

 
—

 
(8.1
)
Domestic Production Activities Deduction
(1.1
)
 
—

 
—

Other
0.1

 
0.6

 
—

Effective tax rate
16.2
 %
 
14.0
 %
 
4.7
 %
Schedule of Deferred Tax Assets and Liabilities 
The significant components of deferred tax assets and liabilities as of December 31, 2016 and 2015 consist of the following (in millions):
 
December 31,
 
2016
 
2015
Deferred tax assets:
 
 
 
Net operating loss carryovers
$
—

 
$
10.1

Tax credit carryovers
—

 
0.7

State income tax
1.6

 
—

Other
0.4

 
0.2

Total deferred tax assets
2.0

 
11.0

Deferred tax liabilities:
 
 
 
Partnership basis
(9.9
)
 
(15.6
)
Other - foreign
—

 
(0.1
)
Total deferred tax liabilities
(9.9
)
 
(15.7
)
Net deferred tax liability
$
(7.9
)
 
$
(4.7
)
Segment Information (Tables)
Schedule of Summarized Segment Financial Information
Summarized financial information concerning our segments is shown in the tables below (in millions). Prior period results have been reclassified to conform to the current segment presentation. We have reclassified purchase accounting adjustments from the Technology and Data and Analytics segments to Corporate and Other to provide a better indication of ongoing segment performance.
 
Year ended December 31, 2016
 
Technology
 
Data and Analytics
 
Corporate and Other
 
Total
Revenues
$
855.8

 
$
177.5

 
$
(7.3
)
(1)
$
1,026.0

Expenses:
 
 
 
 
 
 
 
Operating expenses
368.0

 
151.0

 
63.6

 
582.6

Transition and integration costs
—

 
—

 
2.3

 
2.3

EBITDA
487.8

 
26.5

 
(73.2
)
 
441.1

Depreciation and amortization
106.2

 
8.8

 
93.3

(2)
208.3

Operating income (loss)
381.6

 
17.7

 
(166.5
)
 
232.8

Interest expense
 
 
 
 
 
 
(67.6
)
Other expense, net
 
 
 
 
 
 
(6.4
)
Earnings before income taxes
 
 
 
 
 
 
158.8

Income tax expense
 
 
 
 
 
 
25.8

Net earnings
 
 
 
 
 
 
$
133.0

Balance sheet data:
 
 
 
 
 
 
 
Total assets
$
3,196.7

 
$
355.6

 
$
209.7

 
$
3,762.0

Goodwill
$
2,112.0

 
$
191.8

 
$
—

 
$
2,303.8


_______________________________________________________
(1)
Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.
(2)
Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.

 
Year ended December 31, 2015
 
Technology
 
Data and Analytics
 
Corporate and Other
 
Total
Revenues
$
765.8

 
$
174.3

 
$
(9.4
)
(1)
$
930.7

Expenses:
 
 
 
 
 
 
 
Operating expenses
341.4

 
145.5

 
51.3

 
538.2

Transition and integration costs
—

 
—

 
8.0

 
8.0

EBITDA
424.4

 
28.8

 
(68.7
)
 
384.5

Depreciation and amortization
93.3

 
7.2

 
93.8

(2)
194.3

Operating income (loss)
331.1

 
21.6

 
(162.5
)
 
190.2

Interest expense
 
 
 
 
 
 
(89.8
)
Other expense, net
 
 
 
 
 
 
(4.6
)
Earnings before income taxes
 
 
 
 
 
 
95.8

Income tax expense
 
 
 
 
 
 
13.4

Net earnings
 
 
 
 
 
 
$
82.4

Balance sheet data:
 
 
 
 
 
 
 
Total assets
$
3,126.7

 
$
312.1

 
$
264.9

 
$
3,703.7

Goodwill
$
2,048.0

 
$
172.1

 
$
—

 
$
2,220.1

_______________________________________________________
(1)
Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.
(2)
Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.

 
Year ended December 31, 2014
 
Technology
 
Data and Analytics
 
Corporate and Other
 
Total
Revenues
$
708.2

 
$
156.6

 
$
(12.7
)
(1)
$
852.1

Expenses:
 
 
 
 
 
 
 
Operating expenses
338.2

 
140.2

 
36.5

 
514.9

Transition and integration costs
—

 
—

 
119.3

 
119.3

EBITDA
370.0

 
16.4

 
(168.5
)
 
217.9

Depreciation and amortization
84.7

 
6.5

 
97.6

(2)
188.8

Operating income (loss)
285.3

 
9.9

 
(266.1
)
 
29.1

Interest expense
 
 
 
 
 
 
(128.7
)
Other expense, net
 
 
 
 
 
 
(12.0
)
Loss from continuing operations before income taxes
 
 
 
 
 
 
(111.6
)
Income tax benefit
 
 
 
 
 
 
(5.3
)
Net loss from continuing operations
 
 
 
 
 
 
$
(106.3
)
_______________________________________________________
(1)
Revenues for Corporate and Other represent deferred revenue purchase accounting adjustments recorded in accordance with GAAP.
(2)
Depreciation and amortization for Corporate and Other primarily represents net incremental depreciation and amortization adjustments associated with the application of purchase accounting recorded in accordance with GAAP.

Basis of Presentation - Basis of Presentation and Segments (Details)
12 Months Ended
Dec. 31, 2016
segment
Dec. 31, 2015
segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
 
 
Number of segments
2 
2 
Basis of Presentation - Initial Public Offering Additional Information (Details) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 7 Months Ended 12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
May 26, 2015
Common Class A
Dec. 31, 2016
Common Class A
Dec. 31, 2015
Common Class A
Jan. 4, 2014
BKFS Operating LLC
Thomas H. Lee Partners, LP
May 26, 2015
IPO
class_of_stock
May 26, 2015
IPO
Common Class A
May 26, 2015
IPO
Common Class A
May 26, 2015
IPO
Thomas H. Lee Partners, LP
May 26, 2015
IPO
BKFS Operating LLC
May 26, 2015
IPO
BKFS Operating LLC
Common Class A
May 26, 2015
IPO
BKFS Operating LLC
BKHI, Chicago Title Insurance Company and Fidelity National Title Insurance Company, and all subsidiaries of FNF
May 26, 2015
IPO
BKFS Operating LLC
Thomas H. Lee Partners, LP and Affiliates
May 26, 2015
Over-Allotment Option
Common Class A
Dec. 31, 2015
Successor
Dec. 31, 2016
Successor
Common Class A
Class of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of classes of common stock
 
 
 
 
 
 
 
2 
 
 
 
 
 
 
 
 
 
 
Cash payment to THL Intermediaries
 
 
 
 
 
 
 
 
 
 
$ 17.3 
 
 
 
 
 
 
 
Ownership interest in consolidated subsidiary (as a percent)
 
 
 
 
 
 
 
 
 
 
 
44.50% 
 
 
 
 
 
 
Conversion of Units to shares of Class A common stock, ratio (as a percent)
 
 
 
 
 
 
 
 
 
 
 
 
1 
 
 
 
 
1 
Issuance of common stock (in shares)
 
 
 
20,700,000 
 
 
 
 
18,000,000 
 
 
 
 
 
 
2,700,000 
 
 
Common stock, par value (in dollars per share)
 
 
 
 
$ 0.0001 
$ 0.0001 
 
 
 
$ 0.0001 
 
 
 
 
 
 
 
 
Offering price per share (in dollars per share)
 
 
 
 
 
 
 
 
 
$ 24.50 
 
 
 
 
 
 
 
 
Option to purchase additional shares of common stock, period (in days)
 
 
 
 
 
 
 
 
30 days 
 
 
 
 
 
 
 
 
 
Issuance of common stock, value
 
 
 
 
 
 
 
 
475.1 
 
 
 
 
 
 
 
475.1 
 
Payments of stock issuance costs
$ 0 
$ 4.2 
$ 0 
 
 
 
 
 
$ 32.1 
 
 
 
 
 
 
 
 
 
Noncontrolling ownership interest in consolidated subsidiary (as a percent)
 
 
 
 
 
 
35.00% 
 
 
 
 
 
 
54.50% 
1.00% 
 
 
 
Basis of Presentation - Use of Proceeds from IPO (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended 0 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
May 26, 2015
IPO
May 26, 2015
IPO
Thomas H. Lee Partners, LP
May 26, 2015
IPO
Senior Notes
Senior Notes, issued at par
Class of Stock [Line Items]
 
 
 
 
 
 
Gross proceeds
 
 
 
$ 507.2 
 
 
Less:
 
 
 
 
 
 
Underwriters' discount
 
 
 
27.9 
 
 
IPO-related expenses
 
 
 
4.2 
 
 
Partial redemption of 5.75% Senior Notes due 2023 at 105.750%
 
 
 
 
 
204.8 
Call premium on partial redemption of 5.75% Senior Notes due 2023
0 
11.8 
0 
 
 
11.8 
Interest on partial redemption of 5.75% Senior Notes due 2023
60.2 
89.2 
131.8 
 
 
1.4 
Cash payment to THL Intermediaries
 
 
 
 
17.3 
 
Partial repayment of principal on other outstanding long-term debt
 
 
 
203.0 
 
 
Refinancing expenses
 
 
 
20.6 
 
 
Cash to balance sheet
 
 
 
$ 16.2 
 
 
Basis of Presentation - Discontinued Operations Additional Information (Details) (USD $)
12 Months Ended 0 Months Ended 3 Months Ended 12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Jun. 30, 2014
PCLender
Discontinued Operations, Disposed of by Sale [Member]
Dec. 31, 2014
PCLender
Discontinued Operations, Disposed of by Sale [Member]
Dec. 31, 2014
PCLender
Discontinued Operations, Disposed of by Sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
Proceeds from sale of PCLender
$ 0 
$ 0 
$ 1,500,000 
$ 1,500,000 
 
 
Gain (loss) recognized on disposal
 
 
 
0 
 
 
Revenue from discontinued operations
 
 
 
 
 
2,500,000 
Pre-tax earnings (loss) from discontinued operations
 
 
 
 
$ 800,000 
 
Basis of Presentation - Planned Distribution of FNF's Ownership Interest (Details)
Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
 
Stated interest rate
5.75% 
Basis of Presentation - Stock Repurchase Program (Details) (Subsequent Event, Common Class A, USD $)
In Millions, unless otherwise specified
Jan. 31, 2017
Subsequent Event |
Common Class A
 
Equity, Class of Treasury Stock [Line Items]
 
Stock repurchase, shares authorized (in shares)
$ 10 
Acquisition and Internal Reorganization by FNF and Other Transactions - LPS Acquisition (Details) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2016
Common Class A
Dec. 31, 2015
Common Class A
Dec. 31, 2015
BKFS Operating LLC
Thomas H. Lee Partners, LP
Jan. 4, 2014
BKFS Operating LLC
Thomas H. Lee Partners, LP
Jan. 2, 2014
LPS Acquisition
Jan. 2, 2014
LPS
Jan. 2, 2014
FNF
Common Class A
Jun. 2, 2014
FNF
BKFS Operating LLC
Thomas H. Lee Partners, LP
Jan. 2, 2014
FNF
LPS Acquisition
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, par value (in dollars per share)
 
 
 
$ 0.0001 
$ 0.0001 
 
 
 
$ 0.0001 
$ 0.0001 
 
 
Consideration transferred, cash paid for each share of acquired entity's shares (in shares)
 
 
 
 
 
 
 
 
 
 
 
$ 28.102 
Consideration transferred, equity interests issued and issuable, number of Shares for each share of acquired entity's shares (in shares)
 
 
 
 
 
 
 
 
 
 
 
0.28742 
Noncontrolling ownership interest in consolidated subsidiary (as a percent)
 
 
 
 
 
 
35.00% 
 
 
 
32.90% 
 
Noncontrolling interest period with no public offering for put option
 
 
 
 
 
4 years 
 
 
 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
 
 
 
 
$ 61.4 
 
 
 
 
Trade receivables
 
 
 
 
 
 
 
103.0 
 
 
 
 
Income tax receivable
 
 
 
 
 
 
 
26.9 
 
 
 
 
Prepaid expenses and other assets, including indefinite-lived intangible assets
 
 
 
 
 
 
 
187.7 
 
 
 
 
Property and equipment
 
 
 
 
 
 
 
140.4 
 
 
 
 
Computer software
 
 
 
 
 
 
 
490.2 
 
 
 
 
Other intangible assets
45.7 
 
 
 
 
 
 
504.9 
 
 
 
 
Deferred income taxes, net
 
 
 
 
 
 
 
0.3 
 
 
 
 
Goodwill
2,303.8 
2,220.1 
2,220.1 
 
 
 
 
2,148.5 
 
 
 
 
Total assets
 
 
 
 
 
 
 
3,663.3 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
623.3 
 
 
 
 
Deferred revenues
 
 
 
 
 
 
 
35.8 
 
 
 
 
Legal and regulatory accrual
 
 
 
 
 
 
 
14.0 
 
 
 
 
Other liabilities
 
 
 
 
 
 
 
197.3 
 
 
 
 
Total liabilities
 
 
 
 
 
 
 
870.4 
 
 
 
 
Net assets
 
 
 
 
 
 
 
$ 2,792.9 
 
 
 
 
Acquisition and Internal Reorganization by FNF and Other Transactions - Other Transactions (Details) (USD $)
Share data in Millions, unless otherwise specified
12 Months Ended 0 Months Ended 0 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Jun. 2, 2014
Common Class A
Jun. 1, 2014
Common Class A
Jan. 3, 2014
Commerce Velocity
Jun. 2, 2014
Property Insight, LLC
Jun. 2, 2014
Property Insight, LLC
subsidiary
Jan. 4, 2014
BKFS Operating LLC
Thomas H. Lee Partners, LP
Jan. 3, 2014
BKHI
Chicago Title Company
Jun. 2, 2014
FNF
BKFS Operating LLC
Jun. 2, 2014
FNF
BKFS Operating LLC
Thomas H. Lee Partners, LP
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Entities under common control, assets contributed
 
 
 
 
 
$ 35,900,000 
 
 
 
 
 
 
Entities under common control, liabilities assumed
 
 
 
 
 
2,100,000 
 
 
 
 
 
 
Proceeds from the sale of business
0 
0 
1,500,000 
 
 
 
 
 
 
85,000,000 
 
 
Gain (loss) on sale of business
 
 
 
 
 
 
 
 
 
0 
 
 
Number of wholly-owned subsidiaries
 
 
 
 
 
 
 
2 
 
 
 
 
Entities under common control equity interest issued (shares)
 
 
 
 
 
 
6.4 
 
 
 
 
 
Investment owned ownership percentage
 
 
 
 
 
 
 
100.00% 
 
 
 
 
Entities under common control, net assets contributed
 
 
 
 
 
 
 
$ 89,000,000 
 
 
 
 
Common units issued (shares)
 
 
 
106.4 
100.0 
 
 
 
 
 
 
 
Noncontrolling ownership interest in consolidated subsidiary (as a percent)
 
 
 
 
 
 
 
 
35.00% 
 
 
32.90% 
Ownership interest in consolidated subsidiary (as a percent)
 
 
 
 
 
 
 
 
 
 
67.10% 
 
Significant Accounting Policies - Cash and Cash Equivalents (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Accounting Policies [Abstract]
 
 
 
 
Cash
$ 129.8 
$ 52.3 
 
 
Cash equivalents
1.8 
130.1 
 
 
Cash and cash equivalents
131.6 
182.4 
 
 
Restricted cash equivalents
2.3 
3.6 
 
 
Total cash and cash equivalents
$ 133.9 
$ 186.0 
$ 61.9 
$ 0 
Significant Accounting Policies - Summary of Trade Receivables (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
 
 
Total trade receivables
$ 158.0 
$ 141.2 
 
 
Allowance for doubtful accounts
(2.2)
(2.5)
(1.6)
0 
Total trade receivables, net
155.8 
138.7 
 
 
Trade receivables — billed
 
 
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
 
 
Total trade receivables
115.4 
102.7 
 
 
Trade receivables — unbilled
 
 
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
 
 
Total trade receivables
42.6 
38.5 
 
 
Trade receivables — unbilled |
Other Noncurrent Assets
 
 
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
 
 
Accounts receivable, net, noncurrent
$ 14.8 
 
 
 
Significant Accounting Policies - Summary of Allowance for Doubtful Account (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Allowance for Doubtful Accounts Receivable [Roll Forward]
 
 
 
Beginning balance
$ (2.5)
$ (1.6)
$ 0 
Bad debt expense
(0.6)
(2.1)
(1.5)
Write-offs, net of recoveries
0.9 
1.1 
0.1 
Transfers and acquisitions
0 
0.1 
(0.2)
Ending balance
$ (2.2)
$ (2.5)
$ (1.6)
Significant Accounting Policies - Prepaid Expenses and Other Current Assets (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Accounting Policies [Abstract]
 
 
Prepaid expense current
$ 37.2 
$ 25.0 
Other assets current
8.2 
3.2 
Prepaid Expense and Other Assets, Current
$ 45.4 
$ 28.2 
Significant Accounting Policies - Property and Equipment, Net & Computer Software, Net (Details)
12 Months Ended
Dec. 31, 2016
Minimum
 
Property, Plant and Equipment [Line Items]
 
Property and equipment, useful life (in years)
3 years 
Buildings and improvements
 
Property, Plant and Equipment [Line Items]
 
Property and equipment, useful life (in years)
30 years 
Furniture, fixtures and other equipment |
Minimum
 
Property, Plant and Equipment [Line Items]
 
Property and equipment, useful life (in years)
3 years 
Furniture, fixtures and other equipment |
Maximum
 
Property, Plant and Equipment [Line Items]
 
Property and equipment, useful life (in years)
7 years 
Purchased software |
Maximum
 
Property, Plant and Equipment [Line Items]
 
Property and equipment, useful life (in years)
7 years 
Software development, to be sold, leased or otherwise marketed |
Minimum
 
Property, Plant and Equipment [Line Items]
 
Property and equipment, useful life (in years)
5 years 
Software development, to be sold, leased or otherwise marketed |
Maximum
 
Property, Plant and Equipment [Line Items]
 
Property and equipment, useful life (in years)
10 years 
Internally developed software |
Minimum
 
Property, Plant and Equipment [Line Items]
 
Property and equipment, useful life (in years)
5 years 
Internally developed software |
Maximum
 
Property, Plant and Equipment [Line Items]
 
Property and equipment, useful life (in years)
7 years 
Significant Accounting Policies - Other Intangible Assets, Net (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Maximum
Dec. 31, 2016
Customer relationships
Maximum
Dec. 31, 2016
Property records database
Dec. 31, 2015
Property records database
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
Finite-lived intangible assets, useful life (in years)
10 years 
10 years 
 
 
Carrying value of indefinite-lived intangible assets
 
 
$ 59.7 
$ 59.7 
Significant Accounting Policies - Goodwill (Details)
12 Months Ended
Dec. 31, 2016
reporting_units
Accounting Policies [Abstract]
 
Number of reporting units
3 
Significant Accounting Policies - Deferred Contract Costs and Interest Expense, Net (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Accounting Policies [Abstract]
 
 
 
Deferred costs, noncurrent
$ 113.3 
$ 87.0 
 
Deferred contract costs
$ 25.5 
$ 9.2 
$ 1.0 
Significant Accounting Policies - Interest Expense (Details)
Dec. 31, 2016
Debt Instrument [Line Items]
 
Stated interest rate
5.75% 
Significant Accounting Policies - Depreciation and Amortization (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Schedule of Depreciation and Amortization Expense [Line Items]
 
 
 
Depreciation and amortization
$ 208.3 
$ 194.3 
$ 188.8 
Deferred contract costs
25.5 
9.2 
1.0 
Property and equipment
 
 
 
Schedule of Depreciation and Amortization Expense [Line Items]
 
 
 
Depreciation and amortization
28.4 
28.4 
29.6 
Computer software
 
 
 
Schedule of Depreciation and Amortization Expense [Line Items]
 
 
 
Depreciation and amortization
78.0 
70.3 
65.2 
Other
 
 
 
Schedule of Depreciation and Amortization Expense [Line Items]
 
 
 
Depreciation and amortization
$ 76.4 
$ 86.4 
$ 93.0 
Business Acquisitions - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
0 Months Ended 0 Months Ended
Dec. 31, 2016
May 16, 2016
eLynx [Member]
Dec. 31, 2016
eLynx [Member]
Jun. 22, 2016
eLynx [Member]
Jun. 22, 2016
Revolving Credit Facility
Motivity [Member]
Business Acquisition [Line Items]
 
 
 
 
 
Business Combination, Consideration Transferred
 
$ 115.0 
 
 
$ 35.2 
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage
 
 
 
100.00% 
 
Business Acquisition, Transaction Costs
$ 0.4 
 
$ 1.2 
 
 
Business Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Jun. 22, 2016
Motivity [Member]
Jun. 22, 2016
Motivity [Member]
May 16, 2016
eLynx [Member]
May 16, 2016
eLynx [Member]
Jun. 22, 2016
Cash [Member]
Motivity [Member]
May 16, 2016
Cash [Member]
eLynx [Member]
Jun. 22, 2016
Revolving Credit Facility
Motivity [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
Payments to Acquire Businesses, Gross
 
 
 
 
 
 
 
$ 30.0 
$ 95.6 
 
Business Combination, Consideration Transferred
 
 
 
 
 
115.0 
 
 
 
35.2 
Trade receivables
 
 
 
 
0.4 
 
3.8 
 
 
 
Prepaid expenses and other assets, including indefinite-lived intangible assets
 
 
 
 
0.7 
 
3.9 
 
 
 
Property and equipment
 
 
 
 
0.1 
 
1.1 
 
 
 
Computer software
 
 
 
 
5.7 
 
14.0 
 
 
 
Other intangible assets
45.7 
 
 
 
10.5 
 
35.2 
 
 
 
Goodwill
2,303.8 
2,220.1 
2,220.1 
 
19.7 
 
64.0 
 
 
 
Total assets
 
 
 
 
37.1 
 
122.0 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Trade Accounts Payable And Other Accrued Liabilities
 
 
 
 
1.4 
 
4.5 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Accrued Salaries And Benefits
 
 
 
 
 
 
1.1 
 
 
 
Deferred revenues
 
 
 
 
0.5 
 
1.4 
 
 
 
Total liabilities
 
 
 
 
1.9 
 
7.0 
 
 
 
Net assets
 
 
 
 
35.2 
 
115.0 
 
 
 
Payments to Acquire Businesses, Net of Cash Acquired
150.2 
0 
0 
6.0 
 
25.0 
 
 
 
 
Cash Acquired from Acquisition
 
 
 
$ 0.8 
 
$ 5.6 
 
 
 
 
Business Acquisitions - Estimated Useful Lives of Assets Acquired (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended 12 Months Ended
Dec. 31, 2016
Dec. 31, 2016
Customer relationships
Dec. 31, 2016
Trade Names [Member]
Dec. 31, 2016
Noncompete Agreements [Member]
May 16, 2016
eLynx [Member]
May 16, 2016
eLynx [Member]
Customer relationships
May 16, 2016
eLynx [Member]
Trade Names [Member]
May 16, 2016
eLynx [Member]
Noncompete Agreements [Member]
Jun. 22, 2016
Motivity [Member]
Jun. 22, 2016
Motivity [Member]
Customer relationships
Jun. 22, 2016
Motivity [Member]
Trade Names [Member]
Jun. 22, 2016
Motivity [Member]
Noncompete Agreements [Member]
Dec. 31, 2016
Computer software
Dec. 31, 2016
Property and equipment
Acquired Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Computer software
 
$ 19.7 
 
 
$ 14.0 
$ 14.0 
 
 
$ 5.7 
$ 5.7 
 
 
 
 
Property and equipment
 
1.2 
 
 
1.1 
1.1 
 
 
0.1 
0.1 
 
 
 
 
Other intangible assets
45.7 
43.0 
2.1 
0.6 
35.2 
34.6 
0.4 
0.2 
10.5 
8.4 
1.7 
0.4 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets
$ 66.6 
 
 
 
$ 50.3 
 
 
 
$ 16.3 
 
 
 
 
 
Property and equipment, useful life (in years)
 
 
 
 
 
 
 
 
 
 
 
 
5 years 
3 years 
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life
 
10 years 
8 years 
4 years 
 
 
 
 
 
 
 
 
 
 
Earnings Per Share - Additional Disclosures (Details)
In Millions, unless otherwise specified
7 Months Ended 12 Months Ended
Dec. 31, 2015
Dec. 31, 2016
Common Class B
 
 
Class of Stock [Line Items]
 
 
Antidilutive securities excluded from EPS (in shares)
 
84.8 
Common Class A
 
 
Class of Stock [Line Items]
 
 
Dilutive effect of unvested restricted shares of Class A common stock (in shares)
3.5 
2.0 
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
7 Months Ended 12 Months Ended
Dec. 31, 2015
Dec. 31, 2016
Dec. 31, 2014
Basic:
 
 
 
Net earnings attributable to Black Knight
$ 20.0 
$ 45.8 
$ 0 
Common Class A
 
 
 
Shares used for basic net earnings per share:
 
 
 
Weighted average shares of Class A common stock outstanding (in shares)
64.4 
65.9 
 
Basic net earnings per share (in dollars per share)
$ 0.31 
$ 0.69 
 
Shares used for diluted net earnings per share:
 
 
 
Weighted average shares of Class A common stock outstanding (in shares)
64.4 
65.9 
 
Dilutive effect of unvested restricted shares of Class A common stock (in shares)
3.5 
2.0 
 
Weighted average shares of Class A common stock, diluted (in shares)
67.9 
67.9 
 
Diluted net earnings per share (in dollars per share)
$ 0.29 
$ 0.67 
 
Related Party Transactions - Ownership Interests in Black Knight (Details)
Dec. 31, 2016
Dec. 31, 2015
Class of Stock [Line Items]
 
 
Common stock, shares outstanding (in shares)
153,900,000 
153,100,000 
Common Stock, Percent Of Total Common Stock, Outstanding
100.00% 
100.00% 
Common Class A
 
 
Class of Stock [Line Items]
 
 
Common stock, shares outstanding (in shares)
69,091,008 
68,300,000 
Common Stock, Percent Of Total Common Stock, Outstanding
44.90% 
44.60% 
Common Class B
 
 
Class of Stock [Line Items]
 
 
Common stock, shares outstanding (in shares)
84,826,282 
84,826,282 
Common Stock, Percent Of Total Common Stock, Outstanding
55.10% 
55.40% 
THL and its affiliates [Member] |
Common Class A
 
 
Class of Stock [Line Items]
 
 
Noncontrolling interest, shares owned by noncontrolling owners
39,300,000 
39,300,000 
Noncontrolling ownership interest in consolidated subsidiary (as a percent)
25.50% 
25.70% 
THL and its affiliates [Member] |
Common Class B
 
 
Class of Stock [Line Items]
 
 
Noncontrolling interest, shares owned by noncontrolling owners
1,500,000 
1,500,000 
Noncontrolling ownership interest in consolidated subsidiary (as a percent)
1.00% 
1.00% 
Employees Of Entity [Member] |
Common Class A
 
 
Class of Stock [Line Items]
 
 
Noncontrolling interest, shares owned by noncontrolling owners
2,900,000 
3,900,000 
Noncontrolling ownership interest in consolidated subsidiary (as a percent)
1.90% 
2.50% 
Other owners of class A common stock [Member] |
Common Class A
 
 
Class of Stock [Line Items]
 
 
Noncontrolling interest, shares owned by noncontrolling owners
26,900,000 
25,100,000 
Noncontrolling ownership interest in consolidated subsidiary (as a percent)
17.50% 
16.40% 
FNF subsidiaries [Member] |
Common Class B
 
 
Class of Stock [Line Items]
 
 
Noncontrolling interest, shares owned by noncontrolling owners
83,300,000 
83,300,000 
Noncontrolling ownership interest in consolidated subsidiary (as a percent)
54.10% 
54.40% 
Related Party Transactions - FNF (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Related Party Transaction [Line Items]
 
 
 
 
 
Related party revenues
 
 
$ 73.5 
$ 68.5 
$ 71.8 
Related party expenses, net
16.9 
9.6 
 
(1.7)
 
FNF
 
 
 
 
 
Related Party Transaction [Line Items]
 
 
 
 
 
Related party revenues
 
 
73.5 
68.5 
 
Related party interest expense
 
 
3.9 
39.5 
 
Operating expenses
 
 
 
 
 
Related Party Transaction [Line Items]
 
 
 
 
 
Related party expenses, net
 
 
15.6 
8.0 
 
Management fees
 
 
 
 
 
Related Party Transaction [Line Items]
 
 
 
 
 
Related party expenses, net
 
 
0 
2.3 
 
FNF
 
 
 
 
 
Related Party Transaction [Line Items]
 
 
 
 
 
Related party revenues
 
 
 
 
71.8 
Related party interest expense
 
 
 
 
97.5 
FNF |
Operating expenses
 
 
 
 
 
Related Party Transaction [Line Items]
 
 
 
 
 
Related party expenses, net
 
 
 
 
(3.3)
FNF |
Management fees
 
 
 
 
 
Related Party Transaction [Line Items]
 
 
 
 
 
Related party expenses, net
 
 
 
 
$ 5.8 
Related Party Transactions - FNF Additional Information (Details) (USD $)
3 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2015
Dec. 31, 2016
FNF
Term Loan
Term B Loan
Dec. 31, 2015
FNF
Term Loan
Term B Loan
Dec. 31, 2015
FNF
Senior Notes
Senior Notes, issued at par
Dec. 31, 2016
FNF
Senior Notes
Senior Notes, issued at par
Debt Scenario, Guarantee Fee Period 1
Dec. 31, 2015
FNF
Senior Notes
Senior Notes, issued at par
Debt Scenario, Guarantee Fee Period 1
Dec. 31, 2015
FNF
Intercompany Notes and Mirror Notes [Member]
Dec. 31, 2015
FNF
Senior Notes
Senior Notes, issued at par
Dec. 31, 2015
FNF
Interest expense
Dec. 31, 2014
FNF
Interest expense
Related Party Transaction [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Related party expenses, net
$ 16,900,000 
$ 9,600,000 
$ (1,700,000)
 
 
 
 
 
 
 
$ 37,200,000 
$ 97,500,000 
Related party notes
 
 
 
49,300,000 
49,800,000 
 
 
 
0 
 
 
 
Guarantee fee, percent of outstanding principal
 
 
 
 
 
1.00% 
 
 
 
1.00% 
 
 
Guarantee fee, percent of outstanding principal in year two
 
 
 
 
 
2.00% 
 
 
 
2.00% 
 
 
Guarantee Fee
 
 
 
 
 
 
$ 3,900,000 
$ 2,300,000 
 
 
 
 
Related Party Transactions - THL Additional Information (Details) (Thomas H. Lee Partners, LP, USD $)
12 Months Ended 0 Months Ended
Dec. 31, 2015
director
May 26, 2015
IPO
Dec. 31, 2016
Term Loan
Term B Loan
Dec. 31, 2015
Term Loan
Term B Loan
Related Party Transaction [Line Items]
 
 
 
 
Number of related party directors serving on Board of Managers
2 
 
 
 
Cash payment to THL Intermediaries
 
$ 17,300,000 
 
 
Related party notes
 
 
$ 39,400,000 
$ 39,800,000 
Related Party Transactions - THL (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2015
Dec. 31, 2016
Operating expenses
Dec. 31, 2015
Operating expenses
Dec. 31, 2016
Management fees
Dec. 31, 2015
Management fees
Dec. 31, 2014
Thomas H. Lee Partners, LP
Dec. 31, 2014
Thomas H. Lee Partners, LP
Operating expenses
Dec. 31, 2014
Thomas H. Lee Partners, LP
Management fees
Dec. 31, 2016
Thomas H. Lee Partners, LP
Dec. 31, 2015
Thomas H. Lee Partners, LP
Dec. 31, 2016
Thomas H. Lee Partners, LP
Operating expenses
Dec. 31, 2015
Thomas H. Lee Partners, LP
Operating expenses
Dec. 31, 2016
Thomas H. Lee Partners, LP
Management fees
Dec. 31, 2015
Thomas H. Lee Partners, LP
Management fees
Related Party Transaction [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Related party expenses, net
$ 16.9 
$ 9.6 
$ (1.7)
$ 15.6 
$ 8.0 
$ 0 
$ 2.3 
 
$ 1.6 
$ 3.2 
 
 
$ 1.3 
$ 1.6 
$ 0 
$ 1.3 
Software and software-related purchases
 
 
 
 
 
 
 
$ 2.2 
 
 
$ 1.1 
$ 1.4 
 
 
 
 
Related Party Transactions - Related Party Revenues (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Related Party Transaction [Line Items]
 
 
 
Related party revenues
$ 73.5 
$ 68.5 
$ 71.8 
Data and analytics services
 
 
 
Related Party Transaction [Line Items]
 
 
 
Related party revenues
47.2 
48.1 
55.4 
Servicing, origination and default technology services
 
 
 
Related Party Transaction [Line Items]
 
 
 
Related party revenues
$ 26.3 
$ 20.4 
$ 16.4 
Related Party Transactions - Related Party Expenses (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2015
Related Party Transaction [Line Items]
 
 
 
Related party expenses, net
$ 16.9 
$ 9.6 
$ (1.7)
Data entry, indexing services and other operating expenses
 
 
 
Related Party Transaction [Line Items]
 
 
 
Related party expenses, net
9.6 
8.7 
11.8 
Corporate services
 
 
 
Related Party Transaction [Line Items]
 
 
 
Related party expenses, net
10.4 
8.8 
12.4 
Technology and corporate services
 
 
 
Related Party Transaction [Line Items]
 
 
 
Related party expenses, net
$ 3.1 
$ 7.9 
$ 25.9 
Related Party Transactions - Related Party Revenues and Expenses Additional Information (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Related Party Transactions [Abstract]
 
 
Prepaid expenses current
$ 0.1 
$ 0.2 
Property and Equipment - Schedule of Property and Equipment (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Property, Plant and Equipment [Line Items]
 
 
 
Depreciation and amortization
$ 208.3 
$ 194.3 
$ 188.8 
Property and equipment
262.5 
213.8 
 
Accumulated depreciation and amortization
(89.5)
(61.8)
 
Property and equipment, net
173.0 
152.0 
 
Land
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property and equipment
11.9 
11.9 
 
Buildings and improvements
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property and equipment
64.1 
62.3 
 
Leasehold improvements
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property and equipment
4.8 
4.7 
 
Computer equipment
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property and equipment
172.5 
128.8 
 
Furniture, fixtures and other equipment
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property and equipment
$ 9.2 
$ 6.1 
 
Computer Software - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
 
 
 
Depreciation and amortization
$ 208.3 
$ 194.3 
$ 188.8 
Computer software
677.3 
615.9 
 
Accumulated amortization
(227.3)
(149.4)
 
Computer software, net
450.0 
466.5 
 
Internally developed software
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
Computer software
634.9 
578.1 
 
Purchased software
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
Computer software
$ 42.4 
$ 37.8 
 
Computer Software - Estimated Amortization Expense on Computer Software (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
 
2017
$ 67.8 
2018
56.5 
2019
55.8 
2020
45.0 
2021
34.2 
Internally developed and purchased software
 
Finite-Lived Intangible Assets [Line Items]
 
2017
83.7 
2018
85.0 
2019
74.7 
2020
66.8 
2021
$ 52.7 
Other Intangible Assets - Schedule of Other Intangible Assets (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
 
 
Gross carrying amount
$ 570.3 
$ 524.6 
Accumulated amortization
(270.8)
(194.4)
Net carrying amount
299.5 
330.2 
Customer relationships
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross carrying amount
557.8 
514.8 
Accumulated amortization
(260.7)
(186.3)
Net carrying amount
297.1 
328.5 
Other
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross carrying amount
12.5 
9.8 
Accumulated amortization
(10.1)
(8.1)
Net carrying amount
$ 2.4 
$ 1.7 
Other Intangible Assets - Additional information (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
 
 
 
Depreciation and amortization
$ 208.3 
$ 194.3 
$ 188.8 
Minimum
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
Finite-lived intangible assets, useful life (in years)
2 years 
 
 
Maximum
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
Finite-lived intangible assets, useful life (in years)
10 years 
 
 
Other Intangible Assets - Estimated Amortization Expense (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
 
2017
$ 67.8 
2018
56.5 
2019
55.8 
2020
45.0 
2021
$ 34.2 
Goodwill - Schedule of Goodwill (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Operating Segments
Technology
Dec. 31, 2016
Operating Segments
Technology
Dec. 31, 2015
Operating Segments
Data and Analytics
Dec. 31, 2016
Operating Segments
Data and Analytics
Dec. 31, 2015
Corporate and Other
Dec. 31, 2016
Corporate and Other
Dec. 31, 2016
eLynx [Member]
May 16, 2016
eLynx [Member]
Dec. 31, 2016
eLynx [Member]
Operating Segments
Technology
Dec. 31, 2016
eLynx [Member]
Operating Segments
Data and Analytics
Dec. 31, 2016
eLynx [Member]
Corporate and Other
Dec. 31, 2016
Motivity [Member]
Jun. 22, 2016
Motivity [Member]
Dec. 31, 2016
Motivity [Member]
Operating Segments
Technology
Dec. 31, 2016
Motivity [Member]
Operating Segments
Data and Analytics
Dec. 31, 2016
Motivity [Member]
Corporate and Other
Goodwill [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill, beginning balance
$ 2,220.1 
$ 2,303.8 
$ 2,048.0 
$ 2,112.0 
$ 172.1 
$ 191.8 
$ 0 
$ 0 
 
$ 64.0 
 
 
 
 
$ 19.7 
 
 
 
Activity
0 
 
0 
 
0 
 
0 
 
 
 
 
 
 
 
 
 
 
 
Acquisitions
 
 
 
 
 
 
 
 
64.0 
 
64.0 
0 
0 
19.7 
 
0 
19.7 
0 
Goodwill, ending balance
$ 2,220.1 
$ 2,303.8 
$ 2,048.0 
$ 2,112.0 
$ 172.1 
$ 191.8 
$ 0 
$ 0 
 
$ 64.0 
 
 
 
 
$ 19.7 
 
 
 
Long-Term Debt - Long-term Debt Components (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
May 29, 2015
Debt Instrument [Line Items]
 
 
 
Total
$ 1,574.0 
$ 1,668.0 
 
Debt issuance costs
(14.1)
(18.1)
 
Premium (discount)
10.3 
11.6 
 
Debt outstanding
1,570.2 
1,661.5 
 
Long-term Debt, Gross, Current Maturities
64.0 
44.0 
 
Debt Issuance Costs, Current, Net
0.6 
0.5 
 
Current portion of long-term debt
63.4 
43.5 
 
Long-term Debt, Gross, Excluding Current Maturities
1,510.0 
1,624.0 
 
Debt Issuance Costs, Noncurrent, Net
13.5 
17.6 
 
Long-term Debt, Excluding Current Maturities
1,506.8 
1,618.0 
 
Term Loan |
Term A Loan
 
 
 
Debt Instrument [Line Items]
 
 
 
Total
740.0 
780.0 
 
Debt issuance costs
(7.0)
(9.4)
 
Premium (discount)
0 
0 
 
Debt outstanding
733.0 
770.6 
 
Term Loan |
Term B Loan
 
 
 
Debt Instrument [Line Items]
 
 
 
Total
394.0 
398.0 
 
Debt issuance costs
(3.4)
(3.9)
 
Premium (discount)
(0.8)
(0.9)
 
Debt outstanding
389.8 
393.2 
 
Line of Credit |
Revolving Credit Facility
 
 
 
Debt Instrument [Line Items]
 
 
 
Total
50.0 
100.0 
 
Debt issuance costs
(3.7)
(4.8)
 
Premium (discount)
0 
0 
 
Debt outstanding
46.3 
95.2 
 
Senior Notes |
Senior Notes, issued at par
 
 
 
Debt Instrument [Line Items]
 
 
 
Total
390.0 
390.0 
 
Debt issuance costs
0 
0 
 
Premium (discount)
11.1 
12.5 
 
Debt outstanding
$ 401.1 
$ 402.5 
$ 390.0 
Long-Term Debt - Credit Agreement Additional Information (Details) (USD $)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
May 27, 2015
Term Loan and Revolving Credit Facility [Member] |
Term A Loan |
Eurodollar
 
 
 
Debt Instrument [Line Items]
 
 
 
Basis spread on variable rate (as a percent)
 
2.00% 
 
Term Loan and Revolving Credit Facility [Member] |
Term A Loan |
Minimum |
Base Rate
 
 
 
Debt Instrument [Line Items]
 
 
 
Basis spread on variable rate (as a percent)
 
0.50% 
 
Term Loan and Revolving Credit Facility [Member] |
Term A Loan |
Minimum |
Eurodollar
 
 
 
Debt Instrument [Line Items]
 
 
 
Basis spread on variable rate (as a percent)
 
1.50% 
 
Term Loan and Revolving Credit Facility [Member] |
Term A Loan |
Maximum |
Base Rate
 
 
 
Debt Instrument [Line Items]
 
 
 
Basis spread on variable rate (as a percent)
 
1.25% 
 
Term Loan and Revolving Credit Facility [Member] |
Term A Loan |
Maximum |
Eurodollar
 
 
 
Debt Instrument [Line Items]
 
 
 
Basis spread on variable rate (as a percent)
 
2.25% 
 
Term Loan |
Term A Loan
 
 
 
Debt Instrument [Line Items]
 
 
 
Principal amount of debt
 
 
$ 800,000,000.0 
Term loans, interest rate at period end (as a percent)
 
2.81% 
 
Term Loan |
Term B Loan
 
 
 
Debt Instrument [Line Items]
 
 
 
Principal amount of debt
 
 
400,000,000.0 
Quarterly installments of principal payments, percent of initial aggregate principal amount
 
1.00% 
 
Term loans, interest rate at period end (as a percent)
 
3.81% 
 
Term Loan |
Term B Loan |
Eurodollar
 
 
 
Debt Instrument [Line Items]
 
 
 
Basis spread on variable rate (as a percent)
 
3.00% 
 
Variable rate, floor (as a percent)
 
0.75% 
 
Term Loan |
Term B Loan |
Minimum |
Base Rate
 
 
 
Debt Instrument [Line Items]
 
 
 
Basis spread on variable rate (as a percent)
 
1.75% 
 
Term Loan |
Term B Loan |
Minimum |
Eurodollar
 
 
 
Debt Instrument [Line Items]
 
 
 
Basis spread on variable rate (as a percent)
 
2.75% 
 
Term Loan |
Term B Loan |
Maximum |
Base Rate
 
 
 
Debt Instrument [Line Items]
 
 
 
Basis spread on variable rate (as a percent)
 
2.00% 
 
Term Loan |
Term B Loan |
Maximum |
Eurodollar
 
 
 
Debt Instrument [Line Items]
 
 
 
Basis spread on variable rate (as a percent)
 
3.00% 
 
Line of Credit |
Revolving Credit Facility
 
 
 
Debt Instrument [Line Items]
 
 
 
Maximum borrowing capacity
 
 
400,000,000.0 
Unused capacity, commitment fee (as a percent)
 
0.30% 
 
Amount unused on the Revolving Credit Facility
 
350,000,000 
 
Line of credit facility, maximum amount outstanding during period
 
55,000,000 
 
Repayments of Lines of Credit
$ 105,000,000 
 
 
Credit facility, interest rate at period end (as a percent)
 
2.81% 
 
Line of Credit |
Revolving Credit Facility |
Minimum
 
 
 
Debt Instrument [Line Items]
 
 
 
Unused capacity, commitment fee (as a percent)
 
0.25% 
 
Line of Credit |
Revolving Credit Facility |
Maximum
 
 
 
Debt Instrument [Line Items]
 
 
 
Unused capacity, commitment fee (as a percent)
 
0.35% 
 
Long-Term Debt - Payment Dates and Percentages (Details) (Term Loan, Term A Loan)
12 Months Ended
Dec. 31, 2015
September 30, 2015 through and including June 30, 2017
 
Debt Instrument [Line Items]
 
Quarterly installments of principal payments, percent of initial aggregate principal amount
1.25% 
Commencing on September 30, 2017 through and including June 30, 2019
 
Debt Instrument [Line Items]
 
Quarterly installments of principal payments, percent of initial aggregate principal amount
2.50% 
Commencing on September 30, 2019 through and including March 31, 2020
 
Debt Instrument [Line Items]
 
Quarterly installments of principal payments, percent of initial aggregate principal amount
3.75% 
Long-Term Debt - Intercompany and Mirror Notes (Details) (USD $)
12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Jan. 3, 2014
Mirror Note
Dec. 31, 2015
Mirror Note
tranche
Jan. 2, 2014
Mirror Note
May 27, 2015
Mirror Note
Mirror Note Tranche T
Jan. 2, 2014
Mirror Note
Mirror Note Tranche T
Jan. 2, 2014
Mirror Note
Mirror Note Tranche T
May 27, 2015
Mirror Note
Mirror Note Tranche R
Jan. 2, 2014
Mirror Note
Mirror Note Tranche R
Jan. 2, 2014
Mirror Note
Mirror Note Tranche R
May 27, 2015
Intercompany Notes
Mar. 31, 2014
Intercompany Notes
Jan. 6, 2014
Intercompany Notes
Jan. 3, 2014
Intercompany Notes
Dec. 31, 2015
Intercompany Notes
Jan. 2, 2014
Intercompany Notes
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal amount of debt
 
 
 
 
 
$ 1,400,000,000.0 
 
 
$ 644,000,000.0 
 
 
$ 176,000,000.0 
 
 
 
 
 
$ 1,175,000,000.0 
Debt assumed
 
 
 
820,000,000 
 
 
 
 
 
 
 
 
 
 
 
688,000,000 
 
 
Additional borrowings
 
 
 
 
 
 
 
 
 
 
 
 
 
25,000,000 
63,000,000 
 
 
 
Stated interest rate
5.75% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10.00% 
 
Number of tranches
 
 
 
 
2 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate (as a percent)
 
 
 
 
 
 
 
1.00% 
 
 
1.00% 
 
 
 
 
 
 
 
Repayments of debt
149,000,000 
1,745,900,000 
432,200,000 
 
 
 
627,900,000 
 
 
176,000,000 
 
 
699,000,000 
 
 
 
 
 
Interest paid
$ 60,200,000 
$ 89,200,000 
$ 131,800,000 
 
 
 
$ 1,300,000 
 
 
$ 300,000 
 
 
$ 10,700,000 
 
 
 
 
 
Long-Term Debt - Senior Notes (Details) (USD $)
12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Jan. 16, 2014
Senior Notes, issued at par
Senior Notes
Dec. 31, 2015
Senior Notes, issued at par
Senior Notes
Dec. 31, 2016
Senior Notes, issued at par
Senior Notes
May 29, 2015
Senior Notes, issued at par
Senior Notes
Feb. 24, 2014
Senior Notes, issued at par
Senior Notes
Jan. 2, 2014
Senior Notes, issued at par
Senior Notes
Dec. 31, 2016
Senior Notes, issued at par
Senior Notes
Interest Expense
Dec. 31, 2015
Senior Notes, issued at par
Senior Notes
Interest Expense
Dec. 31, 2014
Senior Notes, issued at par
Senior Notes
Interest Expense
Dec. 31, 2015
Senior Notes, issued at par
Senior Notes
FNF
May 29, 2015
Senior Notes, issued at par
Senior Notes
Dec. 31, 2015
Senior Notes, issued at par
Senior Notes
Dec. 31, 2016
Debt Instrument, Redemption, Period One [Member]
Senior Notes, issued at par
Senior Notes
Dec. 31, 2016
Debt Instrument, Redemption, Period Two [Member]
Senior Notes, issued at par
Senior Notes
Dec. 31, 2016
Debt Instrument, Redemption, Period Three [Member]
Senior Notes, issued at par
Senior Notes
Dec. 31, 2016
Debt Instrument, Redemption, Period Four [Member]
Senior Notes, issued at par
Senior Notes
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stated interest rate
5.75% 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.75% 
 
 
 
 
Extinguishment of debt, amount
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 204,800,000 
 
 
 
 
 
Redemption price percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
105.75% 
 
102.875% 
101.917% 
100.958% 
100.00% 
Interest paid
60,200,000 
89,200,000 
131,800,000 
 
 
 
 
 
 
 
 
 
 
1,400,000 
 
 
 
 
 
Payments of debt extinguishment costs
0 
11,800,000 
0 
 
 
 
 
 
 
 
 
 
 
11,800,000 
 
 
 
 
 
Write off of debt premium
 
 
 
 
 
 
 
 
 
 
 
 
 
7,000,000 
 
 
 
 
 
Loss on extinguishment of debt, net
0 
4,800,000 
0 
 
 
 
 
 
 
 
 
 
 
4,800,000 
 
 
 
 
 
Long-term debt
1,570,200,000 
1,661,500,000 
 
 
402,500,000 
401,100,000 
390,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Redemption price in the event of a change in control
 
 
 
101.00% 
101.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt default, minimum ownership percentage of debt allowed to accelerate maturity
 
 
 
 
 
 
 
5,200,000.0 
 
 
 
 
 
 
 
 
 
 
 
Repayments of senior debt
 
 
 
700,000.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Guarantee fee, percent of outstanding principal
 
 
 
 
 
 
 
 
 
 
 
 
1.00% 
 
 
 
 
 
 
Guarantee fee, percent of outstanding principal in year two
 
 
 
 
 
 
 
 
 
 
 
 
2.00% 
 
 
 
 
 
 
Unamortized premium
11,100,000 
 
 
 
11,100,000 
 
 
 
23,300,000 
 
 
 
 
 
 
 
 
 
 
Amortization of debt premium
$ (2,700,000)
$ (800,000)
$ 2,100,000 
 
 
 
 
 
 
$ 1,500,000 
$ 1,700,000 
$ 2,100,000 
 
 
 
 
 
 
 
Long-Term Debt - Fair Value of Long-Term Debt (Details) (Senior Notes, issued at par, Level 2, Senior Notes, USD $)
In Millions, unless otherwise specified
Dec. 31, 2015
Senior Notes, issued at par |
Level 2 |
Senior Notes
 
Debt Instrument [Line Items]
 
Fair value of debt
$ 408.5 
Fair value of debt, percent over carrying value
104.80% 
Long-Term Debt - Interest Rate Swaps Additional Information (Details) (USD $)
12 Months Ended
Dec. 31, 2016
Jan. 20, 2016
Derivative [Line Items]
 
 
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax, Portion Attributable to Noncontrolling Interest
$ (1,200,000)
 
Interest Rate Swap [Member]
 
 
Derivative [Line Items]
 
 
Derivative, Notional Amount
 
400,000,000.0 
Derivative, Notional Amount Per Derivative Instrument
 
200,000,000 
Derivative, Average Fixed Interest Rate
1.01% 
 
Derivative, Gain (Loss) on Derivative, Net
(1,000,000)
 
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion
600,000 
 
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Month, Gross
100,000 
 
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net
$ 100,000 
 
London Interbank Offered Rate (LIBOR) [Member] |
Interest Rate Swap [Member]
 
 
Derivative [Line Items]
 
 
Derivative, Basis Spread on Variable Rate
0.81% 
 
Long-Term Debt - Swap Agreements in the Consolidated Balance Sheets (Details) (Interest Rate Swap [Member], Designated as Hedging Instrument [Member], Other Noncurrent Liabilities [Member], USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Interest Rate Swap [Member] |
Designated as Hedging Instrument [Member] |
Other Noncurrent Liabilities [Member]
 
Derivatives, Fair Value [Line Items]
 
Derivative Liability, Fair Value, Gross Liability
$ 2.2 
Long-Term Debt - Effect of Derivative Instruments on Amounts Recognized in Other Comprehensive Earnings (Details) (Interest Rate Swap [Member], USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Derivative Instruments, Gain (Loss) [Line Items]
 
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net
$ (3.3)
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net
1.5 
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Noncontrolling Interest [Member]
 
Derivative Instruments, Gain (Loss) [Line Items]
 
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net
(2.2)
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net
1.0 
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]
 
Derivative Instruments, Gain (Loss) [Line Items]
 
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net
(1.1)
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net
$ 0.5 
Long-Term Debt - Principal Maturities of Debt(Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Maturities of Long-term Debt [Abstract]
 
 
2017
$ 64.0 
 
2018
84.0 
 
2019
104.0 
 
2020
554.0 
 
2021
4.0 
 
Thereafter
764.0 
 
Total
1,574.0 
1,668.0 
Bond premium
$ 11.1 
 
Commitments and Contingencies - Additional Information (Details) (USD $)
In Millions, except Share data, unless otherwise specified
0 Months Ended 0 Months Ended
Feb. 6, 2014
Merion Capital LP and Merion Capital II, LP v. Lender Processing Services, Inc., C.A. No. 9320-VCL [Member]
Pending Litigation [Member]
Dec. 16, 2013
Merion Capital LP and Merion Capital II, LP v. Lender Processing Services, Inc., C.A. No. 9320-VCL [Member]
Pending Litigation [Member]
Feb. 6, 2014
Merion Capital LP and Merion Capital II, LP v. Lender Processing Services, Inc., C.A. No. 9320-VCL [Member]
Pending Litigation [Member]
Jan. 2, 2014
Merion Capital LP and Merion Capital II, LP v. Lender Processing Services, Inc., C.A. No. 9320-VCL [Member]
Pending Litigation [Member]
Feb. 6, 2014
Merion Capital LP and Merion Capital II, LP [Member]
Merion Capital LP and Merion Capital II, LP v. Lender Processing Services, Inc., C.A. No. 9320-VCL [Member]
Pending Litigation [Member]
Dec. 31, 2016
Successor
Dec. 31, 2015
Successor
Jan. 24, 2017
Thomas H. Lee Partners, LP and Affiliates
Subsequent Event
ServiceLink Holdings, LLC [Member]
Loss Contingencies [Line Items]
 
 
 
 
 
 
 
 
Legal and regulatory accrual
 
 
 
 
 
$ 0.6 
$ 8.0 
 
Number of shares held in dispute (in shares)
 
5,682,276 
 
 
 
 
 
 
Loss Contingency, Business Acquisition, Appraisal Share Price
 
 
 
 
$ 50.46 
 
 
 
Loss Contingency, Business Combination, Contingent Consideration Arrangements, Change In Amount Of Contingent Consideration, Percent
36.00% 
 
 
 
 
 
 
 
Business Acquisition, Share Price
 
 
$ 37.14 
$ 37.14 
 
 
 
 
Litigation Settlement, Amount
 
 
 
 
 
 
 
$ (65.0)
Commitments and Contingencies - Future Operating Lease Payments (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Dec. 31, 2015
Dec. 31, 2014
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
 
 
 
2017
 
$ 9.4 
 
2018
 
6.1 
 
2019
 
4.7 
 
2020
 
2.9 
 
2021
 
0.6 
 
Thereafter
 
0.1 
 
Total
 
23.8 
 
Rent expense
$ 10.6 
$ 11.0 
$ 10.4 
Commitments and Contingencies - Future Payments for Data Processing and Services Agreements (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
 
2017
$ 36.1 
2018
26.7 
2019
0.7 
2020
0.4 
Total
$ 63.9 
Commitments and Contingencies - Capital Leases (Details) (USD $)
In Millions, unless otherwise specified
0 Months Ended 0 Months Ended
Jun. 29, 2016
Dec. 31, 2016
Jun. 29, 2016
Jun. 29, 2016
Assets Held under Capital Leases
Jan. 1, 2017
Subsequent Event
Jan. 1, 2017
Subsequent Event
Property, Plant and Equipment [Line Items]
 
 
 
 
 
 
Capital lease, term of contract
1 year 
 
 
 
1 year 
 
Leased equipment, useful life (in years)
 
 
 
5 years 
 
 
Capital lease
 
 
$ 10.0 
 
 
$ 8.4 
Interest included in payments
 
 
0.1 
 
 
0.1 
Capital lease obligations
 
$ 5.0 
 
 
 
 
Equity-Based Compensation - Profits Interests Plans (Details) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended 12 Months Ended
Dec. 31, 2014
BKLS LLC Profit Interests Plan
Dec. 31, 2014
BKLS LLC Profit Interests Plan
Employees and Directors
Dec. 31, 2014
BKLS LLC Profit Interests Plan
ServiceLink Employees
Dec. 31, 2014
BKLS LLC Profit Interests Plan
Vesting after second year
Dec. 31, 2014
BKLS LLC Profit Interests Plan
Vesting after third year
Dec. 31, 2013
BKLS LLC Profit Interests Plan
Common Class B
Dec. 31, 2016
ServiceLink Profits Interests
Dec. 31, 2015
ServiceLink Profits Interests
Dec. 31, 2014
ServiceLink Profits Interests
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
Number of shares authorized
 
 
 
 
 
11,111,111 
 
 
 
Vesting period (in years)
3 years 
 
 
 
 
 
 
 
 
Vesting percentage
 
 
 
50.00% 
50.00% 
 
 
 
 
Profit interests granted (in shares)
 
9,500,000 
1,600,000 
 
 
 
 
 
2,600,000 
Risk free interest rate (as a percent)
1.06% 
 
 
 
 
 
0.80% 
0.60% 
0.90% 
Expected volatility rate (as a percent)
33.60% 
 
 
 
 
 
 
40.00% 
45.00% 
Expected dividend rate (as a percent)
0.00% 
 
 
 
 
 
 
0.00% 
0.00% 
Fair value assumptions, expected term (in years)
3 years 6 months 
 
 
 
 
 
1 year 0 months 29 days 
1 year 9 months 
2 years 6 months 
Fair value assumptions, discount for lack of marketability (as a percent)
22.20% 
 
 
 
 
 
14.00% 
20.00% 
26.00% 
Grants in period, weighted average grant date fair value (in dollars per share)
$ 2.10 
 
 
 
 
 
$ 0.30 
$ 0.44 
$ 0.42 
Redemption values of profits interests grants
$ 24.7 
 
$ 3.4 
 
 
 
 
 
 
Dividend profits interest
 
 
3.2 
 
 
 
 
 
 
Compensation liability
 
 
 
 
 
 
$ 0.8 
$ 1.0 
 
Equity-Based Compensation - Restricted Stock Additional Information (Details) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 11 Months Ended 12 Months Ended 0 Months Ended 11 Months Ended 0 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2015
Restricted Stock
Directors
Dec. 31, 2015
The Omnibus Plan
Restricted Stock
May 26, 2015
The Omnibus Plan
Restricted Stock
Directors
Dec. 31, 2015
The Omnibus Plan
Restricted Stock
Directors
May 26, 2015
BKLS LLC Profit Interests Plan
Dec. 31, 2015
BKLS LLC Profit Interests Plan
Dec. 31, 2014
BKLS LLC Profit Interests Plan
Dec. 31, 2016
ServiceLink Profits Interests
Dec. 31, 2015
ServiceLink Profits Interests
Dec. 31, 2014
ServiceLink Profits Interests
Dec. 31, 2015
Common Class A
The Omnibus Plan
Feb. 3, 2016
Common Class A
The Omnibus Plan
Restricted Stock
Dec. 21, 2015
Common Class A
The Omnibus Plan
Restricted Stock
May 26, 2015
Common Class A
The Omnibus Plan
Restricted Stock
Dec. 31, 2016
Common Class A
The Omnibus Plan
Restricted Stock
Dec. 31, 2016
Common Class A
The Omnibus Plan
Restricted Stock
Dec. 31, 2015
Common Class A
The Omnibus Plan
Restricted Stock
Dec. 31, 2014
Common Class A
The Omnibus Plan
Restricted Stock
Feb. 3, 2016
Common Class A
The Omnibus Plan
Restricted Stock, 3 Year Vesting
Feb. 3, 2016
Common Class A
The Omnibus Plan
Restricted Stock, 4 Year Vesting
Dec. 31, 2016
Common Class A
The Omnibus Plan
Restricted Stock, 4 Year Vesting
Dec. 31, 2016
Minimum
Common Class A
The Omnibus Plan
Restricted Stock
Dec. 31, 2016
Maximum
Common Class A
The Omnibus Plan
Restricted Stock
Feb. 3, 2017
Subsequent Event
Common Class A
The Omnibus Plan
Restricted Stock
Feb. 3, 2017
Subsequent Event
Common Class A
The Omnibus Plan
Restricted Stock, 3 Year Vesting
Feb. 3, 2017
Subsequent Event
Common Class A
The Omnibus Plan
Restricted Stock, 4 Year Vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of shares authorized
 
 
 
 
 
 
 
 
 
 
 
 
 
11,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares converted (in shares)
 
 
 
 
 
 
 
(10,733,330)
 
 
 
 
 
 
 
 
7,994,215 
 
 
7,994,215 
 
 
 
 
 
 
 
 
 
Accelerated vesting, number of shares
 
 
 
 
 
 
4,381,021 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acceleration charge
 
 
 
$ 6.2 
 
 
$ 6.2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial public offering, lock-up period (in months)
 
 
 
 
 
6 months 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding shares (in shares)
 
 
 
 
3,596,344 
 
 
 
 
 
 
 
 
 
 
 
 
2,908,374 
2,908,374 
3,914,344 
0 
 
 
 
 
 
 
 
 
Shares granted in period (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
799,748 
318,000 
 
44,898 
844,646 
318,000 
 
247,437 
552,311 
 
 
 
884,570 
203,160 
681,410 
Vested in period, weighted average grant date fair value (in dollars per share)
 
 
 
 
 
 
 
 
$ 2.01 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grants in period, weighted average grant date fair value (in dollars per share)
 
 
 
 
 
 
 
 
 
$ 2.10 
$ 0.30 
$ 0.44 
$ 0.42 
 
$ 28.29 
$ 32.37 
 
 
$ 28.56 
$ 32.37 
 
 
 
 
$ 32.74 
$ 34.84 
$ 37.90 
 
 
Vesting period (in years)
 
 
 
 
 
 
 
 
 
3 years 
 
 
 
 
 
3 years 
 
 
 
 
 
3 years 
4 years 
4 years 
 
 
 
3 years 
4 years 
Allocated share-based compensation expense
12.4 
11.4 
6.4 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation cost not yet recognized
$ 24.9 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation cost not yet recognized, period for recognition
2 years 7 months 6 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity-Based Compensation - Restricted Stock Transactions (Details) (USD $)
0 Months Ended 11 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
Dec. 31, 2015
The Omnibus Plan
Restricted Stock
Feb. 3, 2016
The Omnibus Plan
Restricted Stock
Common Class A
Dec. 21, 2015
The Omnibus Plan
Restricted Stock
Common Class A
May 26, 2015
The Omnibus Plan
Restricted Stock
Common Class A
May 20, 2015
The Omnibus Plan
Restricted Stock
Common Class A
Dec. 31, 2016
The Omnibus Plan
Restricted Stock
Common Class A
Dec. 31, 2016
The Omnibus Plan
Restricted Stock
Common Class A
Dec. 31, 2015
The Omnibus Plan
Restricted Stock
Common Class A
May 26, 2015
BKLS LLC Profit Interests Plan
Dec. 31, 2015
BKLS LLC Profit Interests Plan
Dec. 31, 2014
BKLS LLC Profit Interests Plan
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
Outstanding shares, Balance December 31, 2014 (in shares)
3,596,344 
 
 
 
 
 
3,914,344 
0 
 
 
 
Converted (in shares)
 
 
 
7,994,215 
 
 
 
7,994,215 
(10,733,330)
 
 
Granted (in shares)
 
799,748 
318,000 
 
 
44,898 
844,646 
318,000 
 
 
 
Canceled (in shares)
 
 
 
 
 
 
(57,484)
(16,850)
 
 
 
Vested (in shares)
 
 
 
 
 
 
(1,793,132)
(4,381,021)
 
 
 
Outstanding shares, Balance December 31, 2015 (in shares)
3,596,344 
 
 
 
 
2,908,374 
2,908,374 
3,914,344 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Grants in period, weighted average grant date fair value (in dollars per share)
 
$ 28.29 
$ 32.37 
 
 
 
$ 28.56 
$ 32.37 
 
 
$ 2.10 
Converted in period, weighted average grant date fair value (in dollars per share)
 
 
 
 
$ 24.50 
 
 
 
 
 
 
Vested in period, weighted average grant date fair value (in dollars per share)
 
 
 
 
 
 
 
 
 
$ 2.01 
 
Forfeitures, weighted average grant date fair value (in dollars per share)
 
 
 
 
 
 
 
 
 
$ 2.01 
 
Employee Benefit Plans - Stock Purchase Plan (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2016
Employee Stock
Dec. 31, 2015
Employee Stock
Dec. 31, 2014
Employee Stock
Jul. 20, 2015
Black Knight ESPP Plan
Minimum
Jul. 20, 2015
Black Knight ESPP Plan
Maximum
Jul. 20, 2015
FNF ESPP Plan
Minimum
Jul. 20, 2015
FNF ESPP Plan
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
Employee stock purchase plan (ESPP), annual contributions per employee (as a percent)
 
 
 
 
 
 
3.00% 
15.00% 
3.00% 
15.00% 
Allocated share-based compensation expense
$ 12.4 
$ 11.4 
$ 6.4 
$ 5.8 
$ 5.0 
$ 2.8 
 
 
 
 
Employee Benefit Plans - 401(k) Profit Sharring Plan (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
 
 
 
Defined contribution plan, maximum annual contributions per employee (as a percent)
40.00% 
 
 
Defined contribution plan, employer matching contribution, percent of match
37.50% 
 
 
Defined contribution plan, employe matching contribution, percent of employee's gross pay
6.00% 
 
 
Defined contribution plan, cost recognized
$ 5.5 
$ 5.2 
$ 5.4 
Income Taxes - Additional Information (Details) (USD $)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
May 26, 2015
Income Taxes [Line Items]
 
 
 
 
Effective tax rate (as a percent)
16.20% 
14.00% 
4.70% 
 
Net deferred tax liability
$ 7,900,000 
$ 4,700,000 
 
 
Unrecognized tax benefits
0 
 
 
 
Operating loss carryforwards
 
$ 28,800,000 
 
$ 46,100,000 
IPO |
BKFS Operating LLC
 
 
 
 
Income Taxes [Line Items]
 
 
 
 
Ownership interest in consolidated subsidiary (as a percent)
 
 
 
44.50% 
Number of partners merged
 
 
 
2 
Income Taxes - Income Tax Expense (Benefit) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Current:
 
 
 
Federal
$ 15.3 
$ 0.5 
$ (5.3)
State
6.0 
0.7 
0.1 
Foreign
1.0 
0.4 
0 
Total current
22.3 
1.6 
(5.2)
Deferred:
 
 
 
Federal
5.0 
11.3 
(0.1)
State
(1.1)
0.5 
0 
Deferred Foreign Income Tax Expense (Benefit)
(0.4)
0 
0 
Total deferred
3.5 
11.8 
(0.1)
Total income tax expense (benefit)
$ 25.8 
$ 13.4 
$ (5.3)
Income Taxes - Reconciliation of Income Tax Rate (Details)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Effective Income Tax Rate Reconciliation, Percent [Abstract]
 
 
 
Federal statutory rate (as a percent)
35.00% 
35.00% 
35.00% 
State taxes, net of federal benefit (as a percent)
2.00% 
1.30% 
0.00% 
Noncontrolling interest (as a percent)
(19.20%)
(14.90%)
0.00% 
Partnership income not subject to tax (as a percent)
0.00% 
(7.70%)
(22.20%)
Tax credits (as a percent)
(0.60%)
(0.30%)
0.00% 
Transaction costs (as a percent)
0.00% 
0.00% 
(8.10%)
Domestic Production Activities Deduction
(1.10%)
0.00% 
0.00% 
Other (as a percent)
0.10% 
0.60% 
0.00% 
Effective tax rate (as a percent)
16.20% 
14.00% 
4.70% 
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Deferred tax assets:
 
 
Net operating loss carryovers
$ 0 
$ 10.1 
Tax credit carryovers
0 
0.7 
Deferred Tax Assets, State Taxes
1.6 
0 
Other
0.4 
0.2 
Total deferred tax assets
2.0 
11.0 
Deferred tax liabilities:
 
 
Partnership basis
(9.9)
(15.6)
Other - foreign
0 
(0.1)
Total deferred tax liabilities
(9.9)
(15.7)
Net deferred tax liability
$ (7.9)
$ (4.7)
Concentrations of Risk - Additional Information (Details) (Customer Concentration Risk, Sales Revenue, Net)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2014
Customer 1
 
 
Concentration Risk [Line Items]
 
 
Concentration risk (in percent)
12.00% 
14.00% 
Customer 2
 
 
Concentration Risk [Line Items]
 
 
Concentration risk (in percent)
 
12.00% 
Segment Information - Additional Disclosures (Details)
12 Months Ended
Dec. 31, 2016
segment
Dec. 31, 2015
segment
Segment Reporting [Abstract]
 
 
Number of segments
2 
2 
Segment Information - Summarized Financial Information (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Segment Reporting Information [Line Items]
 
 
 
Revenues
$ 1,026.0 
$ 930.7 
$ 852.1 
Operating expenses
582.6 
538.2 
514.9 
Depreciation and amortization
208.3 
194.3 
188.8 
Transition and integration costs
2.3 
8.0 
119.3 
Operating income
232.8 
190.2 
29.1 
Interest expense
(67.6)
(89.8)
(128.7)
Other expense, net
(6.4)
(4.6)
(12.0)
Earnings (loss) from continuing operations before income taxes
158.8 
95.8 
(111.6)
Income tax expense (benefit)
25.8 
13.4 
(5.3)
Net earnings (loss) from continuing operations
133.0 
82.4 
(106.3)
Balance sheet data:
 
 
 
Total assets
3,762.0 
3,703.7 
 
Goodwill
2,303.8 
2,220.1 
2,220.1 
Earnings Before Interest, Taxes, Depreciation, and Amortization
441.1 
384.5 
217.9 
Operating Segments |
Technology
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenues
855.8 
765.8 
708.2 
Operating expenses
368.0 
341.4 
338.2 
Depreciation and amortization
106.2 
93.3 
84.7 
Transition and integration costs
0 
0 
0 
Operating income
381.6 
331.1 
285.3 
Balance sheet data:
 
 
 
Total assets
3,196.7 
3,126.7 
 
Goodwill
2,112.0 
2,048.0 
2,048.0 
Earnings Before Interest, Taxes, Depreciation, and Amortization
487.8 
424.4 
370.0 
Operating Segments |
Data and Analytics
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenues
177.5 
174.3 
156.6 
Operating expenses
151.0 
145.5 
140.2 
Depreciation and amortization
8.8 
7.2 
6.5 
Transition and integration costs
0 
0 
0 
Operating income
17.7 
21.6 
9.9 
Balance sheet data:
 
 
 
Total assets
355.6 
312.1 
 
Goodwill
191.8 
172.1 
172.1 
Earnings Before Interest, Taxes, Depreciation, and Amortization
26.5 
28.8 
16.4 
Corporate and Other
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenues
(7.3)
(9.4)
(12.7)
Operating expenses
63.6 
51.3 
36.5 
Depreciation and amortization
93.3 
93.8 
97.6 
Transition and integration costs
2.3 
8.0 
119.3 
Operating income
(166.5)
(162.5)
(266.1)
Balance sheet data:
 
 
 
Total assets
209.7 
264.9 
 
Goodwill
0 
0 
0 
Earnings Before Interest, Taxes, Depreciation, and Amortization
$ (73.2)
$ (68.7)
$ (168.5)