UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


Form 10-K

 

☒   Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

ForFor the fiscal yearended August 31, 20120518

 

☐   Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from         to            

 

Commission File Number: 1-11869


FACTSET RESEARCH SYSTEMS INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of

incorporation or organization)

13-3362547

(I.R.S. Employer Identification No.)

601 Merritt 7, Norwalk, Connecticut 06851

(Address of principal executive office, including zip code)

 

Registrant’s telephone number, including area code:(203) 810-1000

 

Securities registered pursuant to Section 12(b) of the Act:Common Stock, par value $0.01 per share

Name of each exchange on which registered:New York Stock Exchange andThe NASDAQ Stock Market LLC

 

Securities registered pursuant to Section 12(g) of the Act:None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  

Yes ☒    No ☐

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  

Yes ☐    No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ☒    No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See definitionthe definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☒

Accelerated filer ☐

Non-AcceleratedNon-accelerated filer ☐ (Do not check if a smaller reporting company)

Smaller Reporting Companyreporting company ☐

Emerging growth company ☐

                                              

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

   ☐  


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


 

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant based upon the closing price of a share of the registrant’s common stock on February 27, 2015,28, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, as reported by the New York Stock Exchange on that date, was $6,345,491,456.$7,767,417,390.

 

The number of shares outstanding of the registrant’s common stock, as of October 20, 2015,24, 2018, was 41,448,927.38,037,295.

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement dated October 30, 2015,2018, for the 20152018 Annual Meeting of Stockholders to be held on December 15, 2015,18, 2018, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

 


 

FACTSET RESEARCH SYSTEMS INC.

FORM 10-K

 

For The Fiscal Year Ended August 31, 2015 2018

 

PART I

PART I

  

 

  

Page

ITEM 1.

Business

  

4

    

ITEM 1A.

Risk Factors

  

1413

    

ITEM 1B.

Unresolved Staff Comments

17

ITEM 2.

Properties

17

ITEM 3.

Legal Proceedings

  

18

   

ITEM 4.2.

Properties

18

ITEM 3.

Legal Proceedings

19

ITEM 4.

Mine Safety Disclosures

  

1819

 

PART II

   

ITEM 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer  Purchases of Equity Securities

  

1920

   

ITEM 6.

Selected Financial Data

  

2122

   

ITEM 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

2224

   

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

  

4245

   

ITEM 8.

Financial Statements and Supplementary Data

  

4447

   

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  

8590

   

ITEM 9A.

Controls and Procedures

  

8590

   

ITEM 9B.

Other Information

  

8590

 

PART III

   

ITEM 10.

Directors, Executive Officers and Corporate Governance

  

8691

   

ITEM 11.

Executive Compensation

  

8691

   

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  

8691

   

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

  

8692

   

ITEM 14.

Principal Accounting Fees and Services

  

8692

 

PART IV

   

ITEM 15.

Exhibits, Financial Statement Schedules

  

8793

  

Signatures

  

8995

 


 

Part I

 

ITEM 1. BUSINESS

 

Business Overview

FactSet Research Systems Inc. (the “Company” or “FactSet”) is a global provider of integrated financial information, and analytical applications toand industry-leading service for the global investment community. FactSet combinesOur mission is to solve our clients’ greatest challenges through the power of collaboration. We deliver insight and information to investment professionals through our analytics, service, content, regarding companies and securities from major markets all over the globe into a single online platform of information and analytics. By consolidating content from hundreds of databases with powerful analytics, FactSet supports the investment process from initial research to published results for buy and sell-side professionals.technology. These professionals include portfolio managers, research and performance analysts, risk managers, marketing professionals, sell-side equityinvestment research professionals, investment bankers, risk and fixed income professionals. The Company’s applications provide users accessperformance analysts, and wealth advisors. From streaming real-time data to historical information, including quotes, estimates, news and commentary, we offer proprietary and third-party content through desktop, web, mobile and off-platform solutions. Our broad application suite offers tools and resources including company and industry analyses, multicompany comparisons, companyfull screening tools, portfolio analysis, predictive risk measurements, alphatesting,profiles, alpha-testing, portfolio optimization and simulation, real-time news and quotes and tools to value and analyze fixed income securities and portfolios. With Microsoft® Office integration, wireless access and customizable options, FactSet offers a complete financial workflow solution. The Company’sresearch management solutions. Our revenues are primarily derived from subscriptions to products and services contentsuch as workstations, analytics, enterprise data, research management, and financial applications. Revenues are derived from month-to-month subscriptions to services, databases and financial applications. Investment management (buy-side) clients account for 82.5% of annual subscription value (“ASV”), with the remainder from investment banking firms (sell-side) that perform Mergers & Acquisitions (“M&A”) advisory work, capital markets services and equity research.trade execution.

 

Corporate History

FactSet was founded in 1978 and has been publicly held since 1996. The Company isWe are dual listed on the New York Stock Exchange (“NYSE”) and the NASDAQ Stock Market (“NASDAQ”) under the symbol “FDS.” Fiscal 20152018 marked the Company’s 37thour 40th year of operation its 35th consecutive year of revenue growth and its 19th consecutive year of earnings growth as a public company.

Today, FactSet continueswhile much has changed in our market and technologies, our focus has always been to uphold its key corporate values: having an intelligent workforce; offeringprovide the best in class products and exceptional client service; embracing long-term growth strategies; being a thought leader; providing a friendly work environment; performing community service; innovating within the financial industry; and embracing global diversity. As of August 31, 2015, FactSet has a market capitalization of $6.5 billion, up 22.6% over last year. The Company currently has 38 office locations in 21 countries employing 7,360 individuals. In March 2015, FactSet was ranked #48 on Fortune’s “100 Best Companies to Work For,” marking the Company’s seventh appearance on the list in the last eight years. FactSet was also recognized as one of the UK’s “Best Workplaces” by the Great Place to Work® Institute UK for the seventh consecutive year, listed in Crain’s “Chicago’s Best Places to Work” for the third year in a row and included in the “2015 Best Places to Work in France” list for the fourth consecutive year. In addition, in July 2015 the Company was awarded the Best Research and Analytics tool at the 2015 Systems in the City Awards.service.

 

The following timeline depicts the Company’s history with the financial information services industry since its founding:our founding in 1978:

 

 

Management ChangesBusiness Strategy

We provide our clients with the global standard for delivery, integration and consumption of our financial data by the global investment community. We maintain flexible, open data and software solutions to bring the front, middle, and back office together to drive productivity and performance throughout the portfolio lifecycle. Our strategy is focused on growing our business throughout each of our three segments which include the U.S., Europe, and Asia Pacific. We believe this geographical strategy alignment helps us better manage our resources and concentrate on markets that demand our products. The U.S. segment services investment professionals, including financial institutions throughout the Americas. The European and Asia Pacific segments service investment professionals located throughout Europe and the Asia Pacific segment, respectively. To execute on our business strategy of broad-based growth across each geographical segment, we continue to look at ways to create value for our clients by offering data, products and analytical applications within our key workflows of Research, Analytics, Wealth, and Content and Technology Solutions.

Research Solutions

Our Research Solutions (“Research”) workflow offers a powerful data solution that combines global coverage, deep history, and transparency with thousands of FactSet-sourced and third-party databases integrated in one flexible platform. Our Research workflow has a strong focus on growing the number of users and client types including investment banking, sell-side research, buy-side research, private equity, capital markets, investor relations, and media. This workflow offering is comprised of Core Applications, including Universal Screening, Company & Security Analytics, Industry and Markets, Filings, Ownership, Research, News and our Research Management Solutions (“RMS”).

Analytics Solutions

Our Analytics Solutions (“Analytics”) workflow addresses processes around risk, performance and reporting. Our Analytics workflow provides investment professionals with in-depth insight, powerful analytics, and comprehensive datasets integrated seamlessly into their portfolios. The Analytics workflow is driven by FactSet Portfolio Analysis (“PA”) and FactSet’s ChairmanMulti-Asset Class (“MAC”) risk models. PA is a multi-asset class interactive global solution that includes a flexible, multi-tile interface of reports and Chief Executive Officer, Philip A. Hadley, stepped downcharts to enable a user to make smarter decisions. MAC risk models analyze risk factors across different asset types and classes. We have enhanced our Analytics workflow offering by leveraging client-requested functionality such as CEO effective July 1, 2015. He remains an employeefixed income optimization and the Duration Times Spread attribution model.

Additionally, included in the Analytics workflow is our portfolio management and trading solutions which focus on workflows that are specific for the front office serving traders and portfolio managers. This offering includes a multi-asset execution management system (“EMS”) platform, as well as compliance and order management functionality. These products are aimed at large asset managers, hedge funds and mid-market customers to provide a combination of automated and intelligent trading workflows.

Wealth Solutions

Our Wealth Solutions (“Wealth”) workflow creates solutions that are specific to the wealth management industry and helps with investment portfolio management, advisory services, financial planning and other financial services. Our Wealth workflow offerings include providing end-to-end solutions, focusing on non-equity content and single security analytics, portfolio and risk analytics, and digital strategy.

Content and Technology Solutions

Our Content and Technology Solutions (“CTS”) workflow is focused on delivering value to our clients in the way they want to consume it. Our goal is to reduce the number of customizations by standardizing and bundling our proprietary data into data feeds. Whether a client needs market, company, or alternative data, our data delivery services provide normalized data through APIs and a direct delivery of local copies of standard data feeds. Our symbology links and aggregates a variety of content sources to ensure consistency, transparency, and data integrity across your business.

The CTS workflow also includes direct access to insight and information outside of the workstation through cloud-based application program interfaces and white label solutions. More specifically, our recent launch of Open:FactSet data marketplace provides access to 25 specialty datasets from FactSet and serves as the Chairman of its Board of Directors. During Mr. Hadley’s tenure as CEO, the Company’s annual revenue growth rate exceeded 14%, diluted EPS grew from $0.49 to $5.71 per share and over $2 billion was returned to stockholdersother data providers in the form of cash dividends and share repurchases. FactSet’s President, F. Philip Snow, was named CEO, effective July 1, 2015. Mr. Snow, age 51, was also elected to the Board of Directors, effective March 16, 2015.flexible delivery formats.


FactSet Clients

 

On January 21, 2015, FactSet hired Scott Miller as the Company’s new Executive Vice President, Global Director of Sales. Mr. Miller succeeded Michael Frankenfield and reports directly to Mr. Snow. Mr. Frankenfield, who has been with FactSet since 1989 and had been in his current role since 2009, remains with the Company as a Vice Chairman and works in a senior executive sales advisory position. In addition, on March 16, 2015, FactSet appointed Mark Hale as the Company’s new Executive Vice President, Chief Operating Officer. Mr. Hale succeeded Peter Walsh and reports directly to Mr. Snow. Mr. Walsh, who has been with FactSet since 1999 and had been in his current role since 2009, remains with the Company focusing on various discrete projects.Buy-side

 

Lastly, in June 2015, FactSet hired Edward Baker-Greene, its first-ever Chief Human Resources Officer, to overseeWe focus on the buy-side workflow across all firm and grow its critically important employee talent pool.user types. These clients include portfolio managers, analysts, traders, wealth managers, performance teams and risk and compliance teams at a variety of firms, such as traditional asset managers, wealth advisors, corporations, hedge funds, insurance companies, plan sponsors and fund of funds.

 

Business Strategy

FactSet’s business strategy isAs buy-side clients continue to shift towards multi-asset class investment strategies, we are positioned to be a leading providerpartner in the space, given our ability to provide enterprise-wide solutions across their entire workflow. We provide solutions across asset classes and at nearly every stage of integrated financial information and analytical applications to the global investment communityprocess by consolidating data content withutilizing our workstations, powerful analytics, on a single platform, while providing superior individual desktop client service. Since its founding, the Company has used its dedicated workforce, technological proficiencyproprietary content, data feeds and unwavering commitment to client service to drive revenue and earnings per share growth as well increase its international reach, headcount, and ultimately, its competitive edge.

In 2015, FactSet engaged in numerous strategic initiatives aimed at building and strengthening key pillars supporting its plans for future growth including its scalability, its rich pool of talent and the pursuit of innovation.

Scale

Operating the business at scale is about optimization, not duplication, of efforts. FactSet is highly focused on wisely allocating its resources to drive the greatest results across its segments. A few years ago, the Company embarked on Project NextGen, a multi-phase initiative designed to transition away from large mainframe computers to a more distributed environment powered by a vast array of smaller, faster and more cost-effective machines. The result is a more modern look and feel, a dramatic increase in the speed of the user experience and a robust platform that will allow FactSet to build innovative, cutting-edge products that meet our clients’ needs today and tomorrow.portfolio services.

 

The early yearsbuy-side annual subscription value (“ASV”) growth rate for fiscal 2018 was 5.4%. Buy-side clients accounted for 83.9% of FactSet’s evolution saw significant attention paid towards building a great product and establishing a loyal client following. Though these goals will always remain core priorities for the Company, in looking towards the future, there is a strong need to increase focus on the infrastructure that supports the business. In fiscal 2015, FactSet brought greater definition to these integral components of the business through the realignment of its product management and strategy teams. These efforts have enabled the Company to better scale its operations for future growth while simultaneously enhancing its world-class product offerings and services.

Dedication to Client Service and Support

Client service is a key component of the Company’s business model, with 62,205 users of FactSet spread across 2,976 clients in over 50 countries worldwideASV as of August 31, 2015. In addition2018.

Sell-side

We are a market leader on the sell-side and we are continuing to unlimited accessexpand beyond investment banking into various other parts of banking institutions. Our clients represent banking & advisory, broker-dealers, consulting, independent research, institutional asset management, private equity, and venture capital firms. We believe that future growth may be derived from the breadth of solutions we provide to the Company’s global support desk, each client is assigned a consultant who works to become familiar with the user’s needssell-side across our geographic segments and processes. These consultants train users, assist on projects and answer any inquires the client may have. The consultant role has evolved through the years as FactSet has expanded its client base and products. FactSet aims to hire consultants to specialize in the products for user type, so that it can more effectively route support desk calls and create roles within consulting that encourage proactive support. Ninety-seven percent of clients reported that they were satisfied or very satisfied with client service during fiscal 2015, consistent with the prior year. Service via email, text, instant messaging, or phone is available 24/7, year-round and includes visits by Company personnel for hands-on personalized desktop service. To enhance support to the Company’s 62,205 users on six continents, approximately 47% of new FactSet employees hired in fiscal 2015 joined as consultants.workflow solutions.

 

As a metricThough historically we have focused on selling workstations to definebanks, over the Company’s dedicationlast few years our emphasis has shifted to client service, FactSet consultants wentfocus on approximately 46,000 client visits duringselling more differentiated product offerings outside the workstation. We are also expanding our banking user base to commercial banking, equity and fixed income research teams, quantitative analysis groups, compliance and regulatory divisions and sales and trading teams.

The sell-side ASV growth rate for fiscal 2015. This client-focused dedication helpedFactSet's increase its client retention rate to more than 95%2018 was 7.3%. Sell-side clients accounted for 16.1% of ASV and 94% when expressed as a percentage of clients, an increase from 93% as of the end of fiscal 2014. 


The Employee Base

FactSet continues its commitment to recruit, develop and maintain a talented employee workforce as the Company believes that its future success depends on the retention of skilled personnel. FactSet has been successful in recruiting qualified employees by offering competitive compensation, benefits, equity participation and work environment practices.In June 2015, FactSet named its first-ever Chief Human Resources Officer (“CHRO”), as part of a strategic initiative to increase the investment in both its existing talent pool and the high caliber talent the Company aims to attract to remain competitive. Reporting directly to the Chief Executive Officer (“CEO”), the CHRO will lead an agenda to maintain an ideal cultural balance for the Company’s employees globally and manage how FactSet will invest in career development.

As of August 31, 2015, employee headcount was 7,360 up 10.9% from a year ago. Of this total, 2,238 employees were located in the U.S., 832 in Europe and 4,290 in the Asia Pacific region. In the past 12 months, FactSet added 344 net new employees involved with content collection, 252 net new engineering and product development employees and 124 net new consultants, as the Company continues to focus on servicing its existing client base, expanding its content and improving its applications. Approximately 54% of the Company’s employees are involved with content collection, 24% work in product development, software and systems engineering, another 19% conduct sales and consulting services and the remaining 3% provide administrative support. FactSet believes that its current relations with employees are good, Company management keeps employees informed of decisions and encourages and implements employee suggestions whenever practicable. As of August 31, 2015, approximately 142 FactSet employees within certain French subsidiaries were represented by a mandatory works council.  No other employees are represented by a collective bargaining agreement. 2018.

 

FactSet is proud to have received the following accolades in fiscal 2015:

Ranked #48 on Fortune’s “100 Best Companies to Work For.”

Recognized as one of the UK’s “Best Workplaces.”

Included in the “2015 Best Places to Work in France.”

Named as one of the “20 Great Workplaces in Technology” by Great Place to Work®

Named as one of the “100 Best Workplaces for Millennials” in the U.S. by Fortune.

Listed in Crain’s “Chicago’s Best Places to Work.”

Innovation

FactSet’s focus is turning information into intelligence. Clients rely on timely, accurate data from inputs around the globe to make informed decisions about current exposures, daily trades and portfolio allocations, among other things. FactSet has a market-leading research management solution (“RMS”), which allows clients to easily integrate financial metrics to enhance their workflow and leverage powerful charts, market data and analytics. The Company has also developed the Multi-Asset Class (MAC) Risk Model to enable portfolio managers, advisors and investors to analyze the implications of potential trades, indicate predictive risks and assess the impact of any shock on their portfolios. FactSet Geographical Revenue Exposure (GeoRev), a recently released innovative data set, enhances the way a user can view company revenues by displaying them by geographic country and regional categories.Client Subscription Growth

 

In 2015, FactSet introduced unique product innovations and applications across its segments which have improved the speed, usability and discoverability of its workstation. In addition to making the application more intuitive, new site-wide search functionality was released in fiscal 2015 and allows users to discover reports and applications. To support data integrity, FactSet released FactSet Portfolio Services to offer turnkey integration, robust and transparent data reconciliation and standardized custom reporting options across regions and asset classes. In addition, the Company introduced several new data sets to its proprietary content, including As-Reported Financials and FactSet ETF Data Analytics.

Acquisitions are also part of FactSet’s strategy. FactSet’s acquisition in February 2015 of Code Red Inc., a provider of research management technologies to the investment community, helped position the Company as a market leader in solving the current and upcoming challenges across the research space. Code Red enables firms to combine their research, unique workflows, and data from multiple systems into an efficient, complete, and repeatable investment process. With the addition of Code Red to FactSet's existing RMS solution, FactSet now offers a complete research management solution for all of our clients' workflows and the Company is confident that the investment community will derive great value from this acquisition. Code Red will also help clients maximize the value of FactSet’s exclusive content sets.


Client Subscription Growth

Annual subscription valueASV at any given point in time represents the forward-looking revenues for the next twelve months from all subscription services currently being supplied to clients. Atclients and excludes professional services fees billed in the last twelve months, which are not subscription-based. Organic ASV excludes ASV from acquisitions and dispositions completed within the last 12 months and the effects of foreign currency

As of August 31, 2015,2018, ASV was $1.058$1.39 billion, up 9.2%$74.4 million or 5.7% organically from a year ago. TheThis increase in ASV during fiscal 2015 was driven by broad-based global growth from both the buyamongst our geographic segments and sell-side, as FactSet experienced accelerated demand for its fixed income portfolio products, portfolio analytics suiteachievements across each of products, sales of equity attributionour workflow solutions which include Research, Analytics, CTS, and MAC risk models.Wealth.

 

During fiscal 2015, FactSet2018, we added 183 net398 new clients, (excluding 50 new clients acquired from the acquisition of Code Red), increasing the number of clients by 6.7%8.4% over the prior year. The number of new client additions is an important metric for FactSet as new clients typically come on with modest deployments and often experience substantial growth in subsequent years. In terms of users, 7,609 netWe added 3,051 new users were added during fiscal 2015, the highest year over year growth total ever. FactSet saw2018, leading to a healthy progression in the number of users atin both itsour buy-side and sell-side clients as growth in the initial public offering (“IPO”)and M&A marketplaces helped boost the Company’s banking clients in 2015. In addition, FactSet released a new user interface with an emphasis on ease of use and search which contributed to the net user increase.clients.


 

The following chart provides a snap shot viewsnapshot of FactSet’s historic ASV growth over the past 10 fiscal years.

 

growth:

Financial Information on Geographic Areas

Operating segments are defined as (i) components of an enterprise that engage in business activities from which they may earn revenues and incur expenses, whose(ii) with operating results that are regularly reviewed by the enterprise’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and (iii) for which discrete financial information is available. FactSet’s CODM is itsExecutive management, along with the CEO, constitute our chief operating decision making group (“CODMG”). Executive management consists of certain executives who directly report to the CEO, including the Chief ExecutiveFinancial Officer, whoChief Technology and Product Officer, Global Head of Sales and Client Solutions, General Counsel, Chief Human Resources Officer and Head of Analytics & Trading. The CODMG reviews financial information at the operating segment level and is responsible for making decisions about resources allocated amongst the operating segments based on actual results.

 

FactSet’s operationsOur operating segments are organized into three reportable segmentsaligned with how the Company, including its CODMG, manages the business and the demographic markets we serve. Our internal financial reporting structure is based on geographic business activities:three segments: the U.S., Europe and Asia Pacific. ThisWe believe this alignment reflects the Company’s approach to managinghelps us better manage the business and transacting in the variousfocus on markets in which FactSet serves by providing integrated global financial and economic information. Sales, consulting, data collection, product development and software engineering are thethat demand our products. Our primary functional groups within the U.S., Europe, and Asia Pacific segments thatinclude sales, consulting, data collection, product development and software engineering, which provide global financial and economic information to investment managers, investment banks and other financial services professionals.

The U.S. segment services financeinvestment professionals, including financial institutions throughout the Americas, while theAmericas. The European and Asia Pacific segments service investment professionals located throughout Europe and the Asia Pacific region,segment, respectively. Financial information, including revenues, operating income and long-lived assets related to the Company’sour operations in each geographic area are presented in Note 7,Segment Information, and in the Notes to the Company’s Consolidated Financial Statements included in Item 8.

 

The U.S. segment has offices in fourteen states throughout the U.S., including our corporate headquarters in Norwalk, Connecticut as well as two additional offices located in Brazil and Canada. The European segment is headquarteredmaintains office locations in London,Bulgaria, Dubai, England, and maintains offices inFinland, France, Germany, Italy, Ireland, Latvia, Luxembourg, the Netherlands, Spain, South Africa, SwedenSpain, and Dubai.Switzerland. The Asia Pacific segment is headquartered in Tokyo, Japan withhas office locations in Australia, Hong Kong, SingaporeChina, India, Japan, and Mumbai, India.Singapore. Segment revenues reflect direct sales to clients based in their respective geographic locations. There are no intersegment or intercompany sales of the FactSet services. Each segment records compensation expense, including stock-based compensation, amortization of intangible assets, depreciation of furniture and fixtures, amortization of leasehold improvements, communication costs, professional fees, rent expense, travel, marketing, office and other direct expenses.


Expenditures associated with the Company’sour data centers, third party data costs and corporate headquarters charges are recorded by the U.S. segment and are not allocated to the other segments. The centers of excellence, which focus primarily on content collection centersand are located in India and the Philippines, benefit all of the Company’s operating segments and thus the expenses incurred at these locations are allocated to each segment based on a percentage of revenues.

 


The following charts depict revenues related to each of the Company’sour reportable segments.

 

 

Products and Services

FactSet offers smart, streamlined workspaces designed for investment managers, investment bankers, hedge funds managers, quantitative researchers and other professionals. Each personalized solution offers standard features such as wireless connectivity, seamless integration of real-time market data, content choices from hundreds of data sets, Microsoft® Office integration and financial screening capabilities. Customizable FactSet workspaces include the following:Talent

 

Investment Managers

FactSet addressesSince our founding, we have built a collaborative culture that recognizes and rewards innovation and offers employees a variety of opportunities and experiences. Our employees are critical to our success and the challenges uniquereason we continue to investment managers in its integrated platform. With FactSet,execute at a user gainshigh level. We believe our continued focus on making employee engagement a sophisticated solution that can be customized with the exact data and analytics needed to support the firm's workflow while reducing training, technology, content, and deployment costs. The use of FactSet by investment managers cantop priority will help them outperform the benchmark, ensure positive investment performance, efficiently find relevant newsus provide high quality insights and information help decide what to buy, hold or sell, and see performance trends and assess risk. The comprehensive FactSet platform enables investment managers to manipulate data to an unprecedented degree and present data in an infinite variety of formats.clients globally.

 

Global Banking & Brokerage Professionals

FactSet enables investment banking professionals to gain in-depth company and industry insight with its integrated data and powerful analytical solutions designed specifically for a banker's workflow. From the beginning of research strategy to the end of the pitch, users can access the tools and information they need to identify new opportunities and track the companies and industries that are important to them and their clients. Key functionality includes the ability for an investment banker to leverage FactSet’s databases to find public and private market opportunities, filings, evaluate transactions, analyze industry trends, monitor market-moving news, and value companies. Sell-side professionals can also generate new buyer lists and investment and deal ideas, gain insight into the global deal market from M&A transactions, corporate activism, governance, connections between people and perform analyses more efficiently with industry-leading integration with Microsoft® Office.

Hedge Funds

FactSetoffers solutions for alternative investments, including long/short positions, equity options and futures that allow users to view historical valuations, search millions of filings and transcripts, leverage the MAC risk model and access global economic data. Fund managers can track important events that may affect fund performance in real time for more than 850indicators in 38 countries and regions, with access toevent details minutes after they are released. In addition to analyzing portfolio risk, users can also view predictive risk characteristics, study exposures, and identify systematic sources of relative performance.

Wealth Managers

Using FactSet solutions can allow a wealth manager to stay on top of clients’ portfolios, streamline communication and internal research, create account review documents and analyze multiple asset classes. Managers can also integrate client holdings to track performancealongside real-time market data, and compare portfolios against thousands of global benchmarks, mutual funds, and ETFs. FactSet’s interactive account review documents aid in preparing client-friendly reports that reflect performance, characteristics, and composition of individual accounts as well as overall client or prospect relationships.

Private Equity& Venture Capital

Private equity and venture capital firms can access screening technology and links between funds and their portfolio companies to assist in uncovering new targets which are in line with their investment theory. FactSet solutions offer everything from high-level company snapshot reports to tools that create presentation and deal-ready books. Users can also leverage FactSet StreetAccount to view industry-specific news and metrics and track market receptivity and performance for the latest public offerings.


Researchers & Analysts

FactSet solutions provide the information to enhance research analysts’ workflows and provide differentiated ideas and opportunities to their clients. Users can gain country- and regional-level insight with a broad range of macroeconomic, index, interest rate, and other country-level data including overnight summaries, political highlights and trading updates. FactSet’s RMS tools allow the user to easily create, store, and disseminate ideas across their respective firms. Data can be exported and linked using Microsoft® Excel, Word and PowerPoint.

Consultants& Advisors

FactSet’s classification data helps consultants and advisors perform in-depth valuation and peer group analysis with industry-leading classification data that uncovers the multiple sectors. Users can also identify M&A targets, undertake commercial due diligence and understand industry structure and trends. Information on global sector and product-based classification systems, supply chain relationships, geographic revenue sources, fundamentals, private equity and venture capital data, debt capital structure, ownership, governance and activism can people can be accessed directly using software already in place.

Plan Sponsors and Pension Funds

Fund managers can use solutions specifically designed for selecting, analyzing, and incorporating external managers into an overall plan. For both direct and indirect investment, a user can aggregate portfolios, examine asset classes and styles, and analyze securities on a single platform. Managers can also decompose plan-level performance into asset allocation and manager selection effects using FactSet’s Macro Attribution reports. Presentation-ready documents can be created complete with qualitative information and quantitative analytics.

In addition, FactSet’s product and service offerings are customizable to meet the needs of many more professionals within the corporate, legal, governmental and academic fields who are involved in hedge funds, private equity, sell-side research, equity sales, trading, consulting, investor relations, law firms and academic institutions.

Proprietary Content Collection

In order to better satisfy the needs of clients, improve the Company’s competitive advantage and reduce dependency on third-party data providers, FactSet hasoptimize productivity, we have invested in the procurement of proprietary content. This investment includes the expansion of the Company’s content collection group through several acquisitions including LionShares, Mergerstat, CallStreet, JCF, TrueCourse, europrospectus.com, a copy of the Worldscope database from Thomson, StreetAccountexpanding our footprint and Revere Data.

In addition to these strategic purchases, FactSet has set up a data collection infrastructure through the creation of content centers for data collectiontalent pool in India and the Philippines, the leasing and expansionwhere we now have a combined workforce of office space and the hiring of new employees. This infrastructure is the foundation of FactSet’s content group which asover 5,500 people.

As of August 31, 2015 has grown to 3,9752018, our employee headcount was 9,571, an increase of 5.5% in the last twelve months. Of our total employees, or 54% of2,471 are in the total employee population. The critical goals for FactSet content each year are to find ways to differentiate its data from that of competitors along with increasingU.S., 1,246 in Europe and 5,854 in the timeliness, accuracy and completeness of the data and depth of coverage. During fiscal 2015, FactSet made several key enhancements to its proprietary content with the introduction of the following new data sets:Asia Pacific segment.

 

As-Reported Financials

As-Reported Financials is a new data setIn fiscal 2018, approximately 430 FactSet employees within the FactSet Fundamentals product line. As-Reported Financials data is available in income statement, balance sheetcertain French and cash flow reports via the Company tab in the FactSet workstation. As-Reported Financials allows users to easily view all as-reported reports in one place within the FactSet workstation, benefit from transparencyGerman subsidiaries were represented by mandatory works councils, an amount consistent with virtually 100% data auditability and view data in the format that it is presentedfiscal 2017. No other employees are represented by each company.collective bargaining agreements.

 

FactSet’s ETF Data & Analytics

In May 2018, we announced that Maurizio Nicolelli, the Company’s Chief Financial Officer, would depart FactSet ETF Data & Analytics provides comprehensive reference and analytics data acrossas of December 31, 2018. In July 2018, we announced that Helen L. Shan would join FactSet as the universenew Chief Financial Officer beginning in September 2018. Additionally, in July 2018, we announced that Edward Baker-Greene, the Company’s Chief Human Resources Officer would depart FactSet as of exchange-traded products. FactSet ETF Reference allows users to complete exchange-traded fund (“ETF”) due diligence using FactSet’s library of fund-specific data points and information on ETF structure, trading and benchmark indexes. Users can also search across asset classes using a horizontal classification system to understand each ETF’s exposure on a granular level and retrieve exchange listings data, including exchange names, tickers, exchange codes and listing currencies to monitor trades on multiple exchanges in different currencies.November 30, 2018.

 

FactSet ETF Analytics data enables users to make valid and reliable comparisons for critical statistics across the universe of ETFs using standardized methodology and consistent snapshots in time, access important portfolio data for equities, fixed income and commodities derived directly from underlying holdings and leverage proprietary ratings and scores to gather objective measures of fund efficiency, risk, tradability and fit relative to benchmarks.Third-Party Content

 

FactSet Geographic Revenue Exposure

FactSet Geographic Revenue Exposure (“GeoRev”) is a comprehensive database that correlates geographic revenue to a proprietary normalized four-level geographic classification structure containing more than 280 countries, areas, regions and super-regions. With GeoRev in Portfolio Analytics, active managers can construct developed market portfolios to gain exposure to emerging markets. Risk managers are able to identify quickly companies whose revenues are dependent upon countries exposed to geopolitical risks, a natural disaster or a health epidemic, for example. The GeoRev data set covers 18,000 global securities with history starting with 2003 for U.S. firms and 2006 for international companies. The data set provides information to investors interested in measuring the multi-dimensional nature of geographic exposure risk for a company, portfolio or benchmark.


Continued proprietary database enhancements and the creation of new data sets are a testament to FactSet’s commitment to increase user satisfaction and exceed client expectations. The Company provides workflow and productivity solutions, and by expanding its proprietary data content sets, FactSet is best positioned to solve its clients problems in many areas of the market.

ThirdParty Data Content

FactSet aggregates third partyWe aggregate content from more than 220thousands of third-party data suppliers, 100 news sources, exchanges, brokers and 80 exchangescontributors into itsour own dedicated online service, which the client accessesclients access to perform their analyses. FactSet carriesWe carry content from premier providers such as Thomson Reuters, Standard & Poor’s, Axioma, Inc., Interactive Data Corporation, LLC, Dow Jones & Company Inc., Northfield Information Services, Inc., Barclays Capital, Intex Solutions, Inc., Bureau van Dijk, ProQuote Limited, MSCI Barra, SIX Financial Information USA Inc., Morningstar, Inc., Russell Investments, Bank of America Merrill Lynch, NYSE Euronext, London Stock Exchange, Tokyo Stock Exchange, NASDAQ OMX, Australian Securities Exchangemajor global exchanges and Toyo Keizai. Content fees billed to the Company may be on a fixed or royalty (per client) basis.

FactSet seeksdata providers. We seek to maintain contractual relationships with a minimum of two content providers for each major type of financial data, though certain data sets on which FactSet relieswe rely have a limited number of suppliers. The Company makesWe make every effort, when reasonable, to locate alternative sources, to ensure that FactSet iswe are not dependent on any one thirdthird- party data supplier. The Company hasWe have entered into third partythird-party content agreements withat varying lengths, which in some cases can be terminated on one year’s notice, at predefined dates, and in other cases on shorter notice. No single vendor or data supplier represented 10% or more than 10% of FactSet'sour total data expenses in any fiscal year presented.

 


Data Centers

FactSet’s

Our business is dependent on itsour ability to process substantial volumes of data and transactions rapidly and efficiently on itsour networks and systems. The Company’sOur global technology infrastructure supports itsour operations and is designed to facilitate the reliable and efficient processing and delivery of data and analytics to itsour clients. FactSet’sOur data centers contain multiple layers of redundancy to enhance system performance, including maintaining, processing and storing data at multiple data centers. User connections are load balanced between data centers. In the event of a site failure, equipment problem or localized disaster, the remaining center hascenters have the capacity to handle the additional load. FactSet continuesWe continue to be focused on maintaining a global technological infrastructure that allows the Companyus to support itsour growing business.

 

FactSetSeveral years ago, we launched its multi-phase project, Project NextGen a few years ago to evolve away from large mainframe computers to a more distributed environment powered by a vast array of smaller, faster and more cost-effective machines.The Company operatesmachines. We operate fully redundant data centers in both Virginia and New Jersey. These data centersJersey in the U.S. that can handle FactSet’sour entire client capacity. In addition, FactSet maintainswe maintain a vast private wide area network that provides a high-speed direct link between the client’s local network and the data content and powerful applications found on the Company’sour mainframe machines.

Research and ProductDevelopment Costs

A key aspect of the Company’s growth strategy is to enhance its existing products and applications by making them faster and the data within them more reliable. FactSet strives to rapidly adopt new technology that can improve its products and services. Research and product development costs relate to the salary and benefits for the Company’s product development, software engineering and technical support staff and, as such, these costs are expensed when incurred within cost of services as employee compensation. The Company expects to allocate a similar percentage of its workforce in future years in order to continue to develop new products and enhancements, respond quickly to market changes and to meet the needs of its clients efficiently.Competitive Landscape

 

Competition

FactSet isWe are a part of the financial information services industry, which providesproviding accurate financial information and software solutions to the global investment community. According to industry reports, global spend on market data and analysis grew 4.1% to $26.5 billion in 2015 compared to the prior year. This extremely competitive market is comprised of both large, well-capitalized companies and smaller, niche firms including market data suppliers, news and information providers and many of the content providers that supply the Companyus with financial information included in the FactSet workstation. TheOur largest competitors to FactSet are Bloomberg L.P., Refinitiv (formerly part of Thomson Reuters Inc.Reuters), and Standard & Poor’s Capital IQ. Bloomberg’s market share grew to 32.0%, up from 31.7% a year ago while Thomson Reuters’ was approximately 25.9%, down slightly from the prior year. Standard & Poor’s Capital IQ market share is believed to be between 3% and 5%, comparable to that of FactSet.S&P Global Market Intelligence. Other competitors and competitive products include online database suppliers and integrators and their applications, such as MSCI Inc., Morningstar Inc., Markit Ltd., SunGard, Dealogic PLC, Interactive Data Corporation, Dow Jones & Company, Inc., BlackRock Solutions The Yield Book, Inc.,and RIMES Technologies Corporation and Wilshire Associates Inc.Corporation. Many of these firms offer products or services which are similar to those sold by the Company. FactSet’swe sell. Our development of itsour own robust sets of proprietary content combined with itsour news and quotes offering have resulted in more direct competition with the largest financial data providers.

 


Despite competing products and services, FactSet enjoyswe enjoy high barriers to entry and believesbelieve it would be difficult for another vendor to quickly replicate quickly the extensive databases the Companywe currently offers.offer. Through itsour in-depth analytics and superior client service, FactSet believes itwe believe we can offer clients a more complete solution with one of the broadest sets of functionalities, through a desktop user interface or data feed. In addition, FactSet'sour applications, including itsour client support and service offerings, are entrenched in the workflow of many financial professionals given the downloading functions and portfolio analysis/screening capabilities they offer.offered. We are entrusted with significant amounts of our clients' own proprietary data, including portfolio holdings. As a result, the Company'sour products have become central to our clients’ investment analysis and decision-making for clients.decision-making.

Intellectual Property and other Proprietary Rights

FactSet has

We have registered trademarks and copyrights for many of itsour products and services and will continue to evaluate the registration of additional trademarks and copyrights as appropriate. FactSet entersWe enter into confidentiality agreements with itsour employees, clients, data suppliers and vendors. The Company seeksWe seek to protect itsour software, documentation and other written materials under trade secret, copyright and copyrightpatent laws. While FactSet doeswe do not believe it iswe are dependent on any one of itsour intellectual property rights, the Company doeswe do rely on the combination of intellectual property rights and other measures to protect itsour proprietary rights. Despite these efforts, existing intellectual property laws may afford only limited protection.

Research and Product Development Costs

A key aspect of our growth strategy is to enhance our existing products and applications by making them faster with more reliable data. We strive to rapidly to adopt new technology that can improve our products and services. At FactSet we do not have a separate research and product development department, but rather our Product Development and Engineering departments work closely with our strategists, product managers, sales and other client-facing specialists to identify areas of improvement to provide increased value to our clients. Research and product development costs relate to the salary and benefits for our product development, software engineering and technical support staff. These costs are expensed as incurred within our cost of services as employee compensation. We expect to appropriate a similar percentage of our workforce and associated expenses in future years to continue to develop new products and enhancements, respond quickly to market changes and meet the needs of our clients efficiently. In fiscal 2018, we incurred $217.1 million of research and product development costs, which was comparable to our spend on similar development during fiscal years 2017 and 2016, respectively.

Government Regulation

The Company

FactSet is subject to reporting requirements, disclosure obligations and other recordkeeping requirements perof the Securities and Exchange Commission (“SEC”) and the various local authorities that regulate each location in which FactSet operates in.we operate. The Company’s wholly owned subsidiary, FactSet Data Systems, Inc.,P.A.N. Securities, LP, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and is a registered broker-dealer under Section 15 of the Securities and Exchange Act of 1934. FactSet Data Systems, Inc.,P.A.N. Securities, LP, as a registered broker-dealer, is subject to Rule 15c3-1 under the Securities and Exchange Act of 1934, which requires that the Company maintain minimum net capital requirements. The Company claims exemption under Rule 15c3-3(k)(2)(i).


Corporate Contact Information

 

Corporate Information, including Internet Address

FactSet was founded as a Delaware corporation in 1978, and its principal executive offices areoffice is in Norwalk, Connecticut. The mailing

Mailing address of the Company’s headquarters isheadquarters: 601 Merritt 7, Norwalk, Connecticut 06851 and its telephone number at that location isUSA

Telephone number: +1 (203) 810-1000. The Company’s website address iswww.factset.com.810-1000

Website address: www.factset.com

Available Information

Through theInvestor Relations section of the Company’sFactSet’s website (http:(https://investor.factset.com)investor.factset.com), FactSet makeswe make available the following filings as soon as practicable after they are electronically filed with, or furnished to, the SEC: the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements for the annual stockholder meetings, Reports on Forms 3, 4 and 5, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. All such filings are available free of charge.

 

FactSet broadcastsAdditionally, we broadcast live itsour quarterly earnings calls via itsthe investor relations web site. Additionally, the Company providessection of our website. We also provide notifications of news or announcements regarding itsour financial performance, including SEC filings, investor events, press and earnings releases, and blogs as part of itsour investor relations web site.website. The contents of these web sitesthis website section are not intended to be incorporated by reference into this reportReport on Form 10-K or in any other report or document the Company files and any reference to these web sites arethis section of our website is intended to be inactive textual references only.

 

In addition, the Company’s Code of Ethical Conduct for Financial Managers andFactSet Code of Business Conduct and Ethics areis posted in theInvestor Relations section of the Company’s website and thewebsite. The same information is available in print to any stockholder who submits a written request to the Company’s Investor Relations department at its corporate headquarters.department. Any amendments to or waivers of such code that are required to be publicly disclosed by the applicable exchange rules or the SEC will be posted on the Company’sour website. The Corporate Governance Guidelines and the charters of each of the committees of the Company’s Board of Directors, including the Audit Committee, Compensation and Talent Committee, and Nominating and Corporate Governance Committee are available on theInvestor Relationssection of the Company’s website and theour website. The same information is available in print, free of charge, to any stockholder who submits a written request to the Company’sour Investor Relations department at its corporate headquarters.department.

 


Executive Officers of the Registrant

The following table shows the Company’sFactSet’s current executive officers as of August 31, 2015:officers:

Name of Officer 

Age

Office Held with the Company 

Officer Since 

F. Philip Snow

51

Chief Executive Officer

2014

Mark J. Hale

42

Executive Vice President, Chief Operating Officer

2015

Scott G. Miller

47

Executive Vice President, Global Director of Sales

2015

Maurizio Nicolelli

47

Senior Vice President, Chief Financial Officer 

2009

Edward Baker-Greene

52

Senior Vice President, Chief Human Resources Officer

2015

Rachel R. Stern

50

Senior Vice President, Strategic Resources and General Counsel

2009

Name of Officer

Age

Office Held with the Company 

Officer

Since

F. Philip Snow

54

Chief Executive Officer

2014

Helen L. Shan

50

Executive Vice President and Chief Financial Officer

2018

Edward Baker-Greene

55

Senior Vice President, Chief Human Resources Officer

2015

Gene D. Fernandez

51

Executive Vice President, Chief Technology and Product Officer

2017

Robert J. Robie

39

Executive Vice President, Head of Analytics and Trading Analytics Solutions

2018

Rachel R. Stern

53

Executive Vice President, General Counsel and Secretary

2009

John W. Wiseman

50

Executive Vice President, Global Head of Sales and Client Solutions

2017

 

F. Philip SnowChief Executive Officer. Mr. Snow was named Chief Executive Officer effective July 1, 2015. Prior to that, Mr. Snow held the title of President. He began his career at FactSet in 1996 as a Consultant, and in 1998 movedbefore moving to the Asia Pacific region to hold positions in the Tokyo and Sydney.Sydney offices. After moving back to the U.S. in 2000, Mr. Snow held various Salessales leadership roles before assuming the role of Senior Vice President, Director of U.S. Investment Management Sales in 2013. Mr. Snow received a B.A. in Chemistry from the University of California at Berkeley and a MastersMaster of International Management from the Thunderbird School of Global Management. He holds the Chartered Financial Analyst designation and is a member of the CFA Institute.

 

MarkHelen J. HaleL. ShanExecutive Vice President andChief OperatingFinancial Officer. Mr. Hale joined the Company in 1995 as a software engineer. During his 20-year tenure at FactSet, Mr. Hale has held several positions of increasing responsibility including Head of Software Engineering, and most recently, Senior Vice President, Director of Content Operations. Mr. Hale received a B.S. in Electrical and Computer Engineering from Carnegie Mellon University.

ScottG. Miller – Executive Vice President,Global Director of Sales.Mr. MillerMs. Shan joined FactSet in January 2015.Previously, Mr. MillerSeptember 2018 from Marsh and McLennan Companies, where she was employed by Bloomberg L.P., where he had executive responsibilityCFO for enterprise accounts. Mr. MillerMercer, one of the world’s leading professional services firms. During her time at Mercer, Ms. Shan was a founding executive and Global Chief Operating Officer of Bloomberg’s Enterprise Solutions Group, responsible for theglobal financial reporting and performance, operational finance, investments, and corporate strategy, and executionleading a team of that group’s major initiatives and day-to-day management. Mr. Miller spent 10 yearsfinance professionals supporting clients in sales leadership roles within Bloomberg’s Financial Products Group, including Head of Sales, Americas; Regional Sales Manager, Americas; Regional Sales Manager, EMEA; and National Sales Manager, EMEA. From 1995over 130 countries. Prior to 1998, Mr. Miller worked in fixed income sales at Bank of Montreal in London. He started his career in 1992 at Nesbitt Thomson in Montreal, Canada and isMercer, Ms. Shan was a graduate of St. Francis Xavier University.

Maurizio Nicolelli – Senior Vice President, Chief Financial Officer.Mr. Nicolelli joined the Company in 1996 as the Senior Accountant and held the position of Chief Accountant from 1999 to 2001. From 2002 to 2009, he served as Vice President and Comptroller of the Company.From October 2009 to 2013, he occupied the position of Senior Vice President, Principal Financial OfficerTreasurer for both Marsh and McLennan Companies and Pitney Bowes Inc. and was named Chief Financial Officer in fiscal 2014. Prior to joining FactSet, he was employedalso a Managing Director at PricewaterhouseCoopers LLP. He holdsJ.P. Morgan. In September 2018, Ms. Shan joined the Board of Directors of EPAM Systems Inc., a leading global provider of digital platform engineering and software development services. Ms. Shan earned B.S. degree in Politicaldegrees from the University of Pennsylvania’s Wharton School and School of Engineering and Applied Science, and a Master of Business Administration from Syracuse University and an M.B.A. degree in Accounting from St. John's University. Mr. Nicolelli is a CPA licensed in the stateCornell University’s SC Johnson College of New York.Business.

 


Edward Baker-Greene – Senior Vice President,Chief Human Resources Officer.Officer. Mr. Baker-Greene joined FactSet in June 2015 from Voya Financial, formerly ING, U.S., where he was Head of Human Resources for Retirement Solutions, Operations, and Information Technology. Previously, Mr. Baker-Greene worked at Fidelity Investments for 13 years. At Fidelity, he was a part of the Personal and Workplace Investing division, where he held roles in business and human resources capacities, including Senior Vice President/Managing Director, Relationship Management. Mr. Baker-Greene began his professional career as a lawyer focusing first on employment law, and subsequently recruiting, talent management, and human capital management. Mr. Baker-Greene received a B.A. from Tufts University and a law degreeJ.D. from the University of Virginia School of Law.

 

On July 5, 2018, the Company entered into a separation of employment and general release agreement with Edward Baker-Greene, pursuant to which Mr. Baker-Greene will remain in his current position as Chief Human Resources Officer until his successor is appointed and will remain an employee of FactSet until his separation date of November 30, 2018.

Gene D. Fernandez– Executive Vice President, Chief Technology and Product Officer.Mr. Fernandez joined FactSet in November 2017 from J.P. Morgan, where he served as the Chief Technology Officer, New Product Development. In this role, he developed the strategy and built the engineering function responsible for new product innovation. During a decade at J.P. Morgan, Mr. Fernandez held various other roles, including Chief Technology Officer for Client Technology and Research and Banking Information Technology. Prior to J.P. Morgan, he worked at Credit Suisse and Merrill Lynch. Mr. Fernandez received a B.S. in Computer Science and Economics from Rutgers University.

Robert J. Robie – Executive Vice President, Head of Analytics and Trading Analytics Solutions. Mr. Robie joined FactSet in 2000 as a Product Sales Specialist. During his tenure at FactSet, Mr. Robie has held several positions of increasing responsibility, including Senior Director of Analytics and Director of Global Fixed Income and Analytics where he led sales and support efforts for FactSet’s fixed income product offering. Between 2004 and 2005, Mr. Robie worked at BTN Partners, where he worked in their quantitative portfolio management and performance division as an analyst. Mr. Robie holds a B.A. in Economics from Beloit College.

Rachel R. SternSenior Executive Vice President, Strategic ResourcesGeneral Counsel and General CounselSecretary.Ms. Stern joined FactSet in 2001 as General Counsel. In addition to the Legal Department at FactSet, she is responsible for Investor Relations; Facilities and Real Estate Planning; and Third-Party Content and Strategic Partnerships.Partnerships; and the administration of our offices in Hyderabad and Manila. Ms. Stern is admitted to practice in New York, and Washington D.C., and as House Counsel in Connecticut. Ms. Stern received a B.A. from Yale University, an M.A. from the University of London and a J.D. from the University of Pennsylvania.Pennsylvania Law School.

John W. Wiseman Executive Vice President, Global Head of Sales and Client Solutions. Mr. Wiseman joined FactSet in 2004 as a Vice President in the sales department. During his tenure at FactSet, Mr. Wiseman has held several positions of responsibility including Senior Vice President, Global Head of Strategic Partnerships & Alliances. Prior to his experience with FactSet, Mr. Wiseman was a Senior Managing Director at Bear Stearns & Co. Inc. Mr. Wiseman received a B.A. in Political Science and Management Science from Duke University and a Master of Business Administration from the University of Edinburgh.

 


 

Additional Information

Additional information with respect to the Company’sFactSet’s business is included in the following pages and is incorporated herein by reference:

  

Page(s)

Five-Year Summary of Selected Financial Data

21

22

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22-41

24-44

Quantitative and Qualitative Disclosures about Market Risk

42

45

Note 1 to Consolidated Financial Statements entitledOrganization and Nature of Business

54

56

Note 7 to Consolidated Financial Statements entitledSegment Information

63

67

 


 

ITEM 1A. RISK FACTORS

 

Set forth belowThe following risks could materially and elsewhere in this reportadversely affect our business, financial condition, cash flows, results of operations and in other documents FactSet files with the SECtrading price of our common stock could decline. These risk factors do not identify all risks that we face; our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, that could cause actualknown and unknown, our past financial results may not be a reliable indicator of future performance, and historical trends should not be used to differ materially from those expressed by the forward-looking statements containedanticipate results or trends in this report.future periods. Investors should carefully consider the risks described below before making an investment decision. In assessing these risks, investors should also refer to the other information contained or incorporated by referenceset forth in this Annual Report on Form 10-K, filed with the SEC,including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements including the Company’s consolidated financial statements and related notes thereto. FactSet’s operating results are subject to quarterly and annual fluctuations as a result of numerous factors. As a consequence, operating results for a particular future period are difficult to predict, and, therefore, prior results are not necessarily indicative of results to be expected in future periods.notes. Investors should carefully consider all risks, including those disclosed, before making an investment decision.

 

Risk factors which could cause future financial performanceLoss, corruption and misappropriation of data and information relating to differ materially from the expectations as expressed in any of FactSet’s forward-looking statements made by or on the Company’s behalf include, without limitation:

FactSet must ensure the protectionclients and privacy of client dataothers

 

Many of FactSet’sour products, as well as itsour internal systems and processes, involve the storage and transmission of our own, as well as supplier and customer proprietary information and sensitive or confidential data, including client portfolios. FactSet reliesportfolios and strategies. Breaches of this confidentiality, should they occur, could result in the loss of clients and termination of arrangements with suppliers for the use of their data. We rely on a complex network of internal controls to protect the privacy of client data. If FactSet failswe fail to maintain the adequacy of itsour internal controls, including any failure to implement required new or improved controls, unauthorized access or if FactSet experiences difficulties in their implementation, misappropriation of client or supplier data by an employee or an external third partythird-party could occur, whichoccur. Additionally, the maintenance and enhancement of our systems may not be completely effective in preventing loss, unauthorized access or misappropriation. Data misappropriation, unauthorized access or data loss could instill a lack of confidence in our products and systems and damage the Company’sour brand, reputation and ultimately its business. Breaches of Company security measures could expose FactSet, itsus, our clients or the individuals affected to a risk of loss or misuse of this information, potentially resulting in litigation and liability for the Company,us, as well as the loss of existing or potential clients. Many jurisdictions in which we operate have laws and regulations relating to data privacy and protection of personal information, including the European Union General Data Protection Regulation (“GDPR”) which became effective May 25, 2018. GDPR requires companies to satisfy new requirements regarding the handling of personal and sensitive data, including our use, protection and certain abilities of persons whose data is stored to correct or delete such data about themselves. Failure to comply with GDPR requirements could result in penalties of up to 4% of worldwide revenues. The law in this area continues to develop and the changing nature of privacy laws in the European Union and elsewhere could impact our processing of personal and sensitive information related to our content operations, employees, clients, and damagesuppliers, and may expose us to the Company brand and reputation.claims of violations.

 

FactSet mustSuccessful cyber-attacks and the failure of cyber-security systems and procedures

In providing our software-enabled services to clients, we rely on information technology infrastructure that is primarily managed internally, along with some reliance placed on third-party service providers. We and these third-party service providers are subject to the risks of system failures and security breaches, including cyber-attacks, such as phishing scams, viruses and denials of service attacks, as well as employee errors or malfeasance. Our protective systems and procedures and those of third parties to which we are connected, such as cloud computing providers, may not be effective against these threats. We could suffer significant damage to our brand and reputation if a cyber-attack or other security incident were to allow unauthorized access to, or modification of, clients’ or suppliers’ data, other external data, internal data or information technology systems; if the services provided to clients were disrupted; or if products or services were perceived as having security vulnerabilities. The costs we would incur to address and resolve these security incidents would increase our expenses. These types of security incidents could also lead to lawsuits, regulatory investigations and claims, loss of business and increased legal liability. We also make acquisitions periodically. While significant effort is placed on addressing information technology security issues with respect to the acquired companies, we may inherit such risks when these acquisitions are integrated into our infrastructure.

A prolonged or recurring outage at our data centers and other business continuity disruptions at facilities could result in reduced service and the loss of clients

Our clients rely on us for the delivery of time-sensitive, up-to-date data and applications. Our business is dependent on our ability to process substantial volumes of data and transactions rapidly and efficiently on our computer-based networks and systems. Our computer operations, as well as our other business centers, and those of our suppliers and clients are vulnerable to interruption by fire, natural disaster, power loss, telecommunications failures, terrorist attacks, acts of war, civil unrest, Internet failures, computer viruses and security breaches, and other events beyond our reasonable control. We maintain back-up facilities and certain other redundancies for each of our major data centers to minimize the risk that any such event will disrupt those operations. However, a loss of our services involving our significant facilities may materially disrupt our business and may induce our clients to seek alternative data suppliers. Any such, losses or damages we incur could have a material adverse effect on our business. Although we seek to minimize these risks through security measures, controls, back-up data centers and emergency planning, there can be no assurance that such efforts will be successful or effective.


Competition in our industry may cause price reductions or loss of market share

We continue to introduceexperience intense competition across all markets for our products with competitors ranging in size from smaller, highly specialized, single-product businesses to multi-billion-dollar companies. While we believe the breadth and depth of our suite of products and applications offer benefits to our clients that are a competitive advantage, our competitors may offer price incentives to attract new business. Future competitive pricing pressures may result in decreased sales volumes and price reductions, resulting in lower revenues. Weak economic conditions may also result in clients seeking to utilize lower-cost information that is available from alternative sources. The impact of cost-cutting pressures across the industries we serve could lower demand for our products. Clients within the financial services industry that strive to reduce their operating costs may seek to reduce their spending on financial market data and related services, such as ours. If our clients consolidate their spending with fewer suppliers, by selecting suppliers with lower-cost offerings or by self-sourcing their needs for financial market data, our business could be negatively affected.             

The continued shift from active to passive investing could negatively impact user count growth and revenues

The predominant investment strategy today is still active investing, which attempts to outperform the market. The main advantage of active management is the expectation that the investment managers will be able to outperform market indices. They make informed investment decisions based on their experiences, insights, knowledge and ability to identify opportunities that can translate into superior performance. The main advantage of passive investing is that it closely matches the performance of market indices. Passive investing requires little decision-making by investment managers and low operating costs which result in lower fees for the investor. While the majority of assets under management are still actively managed, outflows to passively managed index funds have increased in recent years. A continued shift to passive investing could reduce demand for the services of active investment managers and consequently, the demand of our clients for our services.

A decline in equity and/or fixed income returns may impact the buying power of investment management clients

Approximately 83.9% of our ASV is derived from our investment management clients. The profitability and management fees of these clients are tied to assets under management. An equity market decline not only depresses the value of assets under management but could cause a significant increase in redemption requests from our clients’ customers, further reducing their assets under management. Reduced client profits and management fees may cause our clients to cut costs. Moreover, extended declines in the equity and fixed income markets may reduce new fund or client creation. Each of these developments may result in lower demand for our services and workstations from investment managers that could affect our business.

Failure to develop and market new products and enhancements tothat maintain itsour technological and competitive position and failure to anticipate and respond to changes in the marketplace for our products

 

The market for FactSetour products is characterized by rapid technological change, including methods and speed of delivery, changes in client demands, development of new investment instruments and evolving industry standards, which can render our existing products less competitive, obsolete andor unmarketable. As a result, the Company’sour future success will continue to depend upon itsour ability to identify and develop new products and enhancements that address the future needs of itsour target markets and to respond to their changing standards and practices. FactSetWe may not be successful in developing, introducing, marketing, licensing and licensing the Company’simplementing new products and enhancements on a timely and cost effectivecost-effective basis or without impacting the stability and theyefficiency of existing products and customer systems. Further, any new products and enhancements may not adequately meet the requirements of the marketplace or achieve market acceptance. In addition, clientsOur failure or inability to anticipate and respond to changes in the marketplace, including competitor and supplier developments, may delay purchases in anticipation of new products or enhancements.also adversely affect our business, operations and growth.

 

FactSet must hire and retain key qualified personnel

The Company’s business is based on successfully attracting and retaining talented employees. Competition for talent, including engineering personnel, in the industry in which the Company competes is strong. If the Company is less successful in its recruiting efforts, or if it is unable to retain key employees, its ability to develop and deliver successful products and services may be adversely affected. FactSet needs technical resources such as product development engineers to develop new products and enhance existing products. The Company relies upon sales personnel to sell its products and services and maintain healthy business relationships. FactSet’s failure to attract and retain talented employees could have a material adverse effect on the Company’s business.

A decline in equity returns and/or fixed income may impact the buying power of investment management clients

Approximately 82.5% of the Company’s annual subscription value is derived from its investment management clients. The prosperity of these clients is tied to equity assets under management. An equity market decline not only depresses assets under management but could cause a significant increase in redemption requests to move money out of equities and into other asset classes. Moreover, extended declines in the equity markets may reduce new fund or client creation, resulting in lower demand for services from investment managers.

Uncertainty,Uncertainty, consolidation and business failures in the global investment banking industry may cause FactSetus to lose clients and users

FactSet’s sell-sideOur investment banking clients that perform Mergers and Acquisitions (“M&A&A”) advisory work, capital markets services and equity research, account for approximately 17.5%16.1% of its revenues.our ASV. A significant portion of these revenues relate to services deployed by large, bulge bracketthe largest banks. While improvements have been observedConsolidation or contraction in the current fiscal year, the global investment bankingthis industry continues to experience uncertainty and consolidation, which directly impacts the number of prospective clients and users within the sector. A lack of available credit would impact many of the largeThus, economic uncertainty for our global investment banking clients, due to the amount of leverage deployed in past operations. A lack of confidence in the global banking system could cause declines in merger and acquisitions funded by debt. Uncertainty, consolidation and business failures in the global investment bankingthis sector could adversely affect the Company’sour financial results and future growth.

 


 

Volatility in the financial markets may delay the spending pattern of clients and reduce future ASV growth

Sales cycles for FactSet may fluctuate and be extended in times where the financial markets are volatile. The decision on the part of large institutional clients to purchase the FactSet serviceour services often requires management-level sponsorship whichand typically depends upon the size of the client, with larger clients having more complex and time-consuming purchasing processes. The process is also influenced by market volatility. These characteristics often leads FactSetlead us to engage in relatively lengthy sales efforts. Purchases (and incremental ASV) may therefore be delayed as uncertainties in the financial markets may cause clients to remain cautious about capital and data content expenditures, particularly in uncertain economic environments. The cycle associated with the purchase of the Company’s service offerings typically depends upon the size of the client.

 

CompetitionAdditional cost due to tax assessments resulting from ongoing and future audits by tax authorities as well as changes in FactSet’s industrytax laws

In the ordinary course of business, we are subject to tax examinations by various governmental tax authorities. The global and diverse nature of our business means that there could be additional examinations by governmental tax authorities and the resolution of ongoing and other probable audits which could impose a future risk to the results of our business. In the third quarter of fiscal 2018, we received a letter from the Massachusetts Department of Revenue relating to prior tax periods. The letter requested additional information in order to determine if we should have collected sales and use taxes on our sales to Massachusetts-based clients. Based upon a preliminary review of their request, it is possible that the State may cause price reductions or lossassess sales and use taxes, underpayment penalties and interest, on previously recorded sales transactions. We have not recorded a liability as of market share

FactSet continuesAugust 31, 2018. While we believe that we will ultimately prevail, if we are required to experience intense competition across all markets for its products with competitors ranging in size from smaller, highly specialized, single-product businesses to multi-billion dollar companies. Whilepay an assessment, the Company believes the breadth and depth of its suite of products and applications offer benefits to its clients that are a competitive advantage, its competitors may offer price incentives to attract new business. Competitive pricing pressures did notamount could have a material impact on the Company’sour consolidated financial position, cash flows and results of operations during fiscal 2015operations.

Changes in tax laws or the terms of tax treaties, in anya jurisdiction where we are subject to tax could increase our taxes payable. On December 22, 2017, the Tax Cuts and Jobs Act, (the "Act") was signed into law. The Act enacts broad changes to the existing U.S. Internal Revenue code, including reducing the federal corporate income tax rate from 35% to 21%, amongst many other fiscal year presented. However, future competitive pricing pressures may result in decreased sales volumes and price reductions, resulting in lower revenues. Weak economic conditions may also result in clients seeking to utilize lower-cost information that is available from alternative sources.Thecomplex provisions. The ultimate impact of cost-cutting pressures acrosssuch tax reform may differ from our current estimate due to changes in interpretations and assumptions made by us as well as the industries FactSet serves could lower demand for its services. In recent years, FactSet has seen clients intensify their focusissuance of further regulations or guidance.

Failure to identify, integrate, or realize anticipated benefits of acquisitions and strains on containing or reducing costsresources as a result of the more challenging market conditions. Clients within the financial services industrygrowth

There can be no assurance that strivewe will be able to reduce their operating costsidentify suitable candidates for successful acquisition at acceptable prices. Additionally, there may be integration risks or other risks resulting from acquired businesses. As we continue to pursue selective acquisitions to support our business strategy, we seek to reducebe a disciplined acquirer. Our ability to achieve the expected returns and synergies from past and future acquisitions and alliances depends in part upon our ability to integrate the offerings, technology, sales, administrative functions and personnel of these businesses effectively into our core business. We cannot guarantee that our acquired businesses will perform at the levels anticipated. In addition, past and future acquisitions may subject us to unanticipated risks or liabilities or disrupt operations.

Growth, such as the addition of new clients and acquisitions, puts demands on our resources, including our internal systems and infrastructure. These may require improvements or replacement to meet the additional demands of a larger organization. Further, the addition of new clients and the implementation of such improvements would require additional management time and resources. These needs may result in increased costs that could negatively impact results of operations. Failure to implement needed improvements, such as improved scalability, could result in a deterioration in the performance of our internal systems and negatively impact the performance of our business.

Failure to enter into or renew contracts supplying new and existing data sets or products on competitive terms

We collect and aggregate third-party content from thousands of data suppliers, news sources, exchanges, brokers and contributors into our own dedicated online service, which clients access to perform their spending on financial marketanalyses. Clients have access to the data and relatedcontent found within our databases. These databases are important to our operations as they provide clients with key information. We have entered into third-party content agreements with varying lengths, which in some cases can be terminated on one year’s notice at predefined dates, and in other cases on shorter notice. Some of our content provider agreements are with competitors, who may attempt to make renewals difficult or expensive. We seek to maintain favorable contractual relationships with our data suppliers, including those that are also competitors. We also make efforts, when reasonable, to locate alternative sources to ensure we are not dependent on any one third-party data supplier. We believe we are not dependent on any one significant third-party data supplier. Our failure to be able to maintain these relationships or the failure of our suppliers to deliver accurate data or in a timely manner could adversely affect our business.


Inability to hire and retain key qualified personnel

Our business is based on successfully attracting, motivating and retaining talented employees. Competition for talent, especially engineering personnel, is strong. We need technical resources such as engineers to help develop new products and enhance existing services. We rely upon sales personnel to sell our products and services and maintain healthy business relationships. If clients electwe are unsuccessful in our recruiting efforts, or if we are unable to reduce their spending with FactSet, the Company’s results of operations could be materially adversely affected. Clientsretain key employees, our ability to develop and deliver successful products and services may use other strategies to reduce their overall spending on financial market data services by consolidating their spending with fewer vendors, by selecting vendors with lower-cost offerings or by self-sourcing their needs for financial market data. If clients elect to consolidate their spending on financial market data services with other vendors and not FactSet, the Company’s results of operations could be adversely affected.affected and could have a material, adverse effect on our business.

 

Increased accessibility to free or relatively inexpensive information sources may reduce demand for FactSetour products

Each year, more and morean increasing amount of free or relatively inexpensive information becomes available, particularly through the Internet, and this trend may continue. The availability of free or relatively inexpensive information may reduce demand for FactSet.our products. While the Company believes itswe believe our service offering is distinguished by such factors as customization, timeliness, accuracy, ease-of-use, completeness and other added valuevalue-added factors, if users choose to obtain the information they need from public or other sources, FactSet’sthen our business financial condition, and results of operations could be adversely affected.

 

Exposure to fluctuations in currency exchange rates that could negatively impact financial results and cash flows

The Company faces exposure to adverse movements in foreign currency exchange rates as 70% of FactSet’s employees and 48% of its leased office space are located outside the U.S. These exposures may change over time as business practices evolve, and they could have a material adverse impact on the Company’s financial results and cash flows. The Company’s primary exposures relate to expenses denominated in British Pound Sterling, Euros, Japanese Yen, Indian Rupee and Philippine Peso. This exposure has increased over the past 12 months primarily as the Company’s international employee base has risen 12% since August 31, 2014 and represented 70% of the FactSet workforce at August 31, 2015. FactSet’s non-U.S. dollar denominated revenues expected to be recognized over the next twelve months are estimated to be $30.7 million while its non-U.S. dollar denominated expenses are estimated to be $205.4 million, which translates into a net foreign currency exposure of $174.7 million. Although FactSet believes that its foreign exchange hedging policies are reasonable and prudent under the circumstances, the Company’s attempt to hedge against these risks may not be successful, resulting in an adverse impact on its results of operations.

A prolonged or recurring outage at FactSet’s data centers could result in reduced service and the loss of clients

FactSet’s clients rely on the Company for the delivery of time-sensitive, up-to-date data. FactSet’s business is dependent on its ability to rapidly and efficiently process substantial volumes of data and transactions on its computer-based networks and systems. The Company’s computer operations and those of its suppliers and clients are vulnerable to interruption by fire, natural disaster, power loss, telecommunications failures, terrorist attacks, acts of war, internet failures, computer viruses and other events beyond the Company’s reasonable control. FactSet maintains back-up facilities for each of its major data centers to minimize the risk that any such event will disrupt operations, however, a loss of the Company’s services may induce its clients to seek alternative data suppliers and any such losses or damages incurred by FactSet could have a material adverse effect on its business. Although the Company seeks to minimize these risks through security measures, controls and back-up data centers, there can be no assurance that such efforts will be successful or effective. 


The negotiation of contract terms supporting new and existing datasets or products

FactSet is a provider of global financial and economic information on companiesworldwide, aggregating third party content from more than 220 data suppliers, 100 news sources and 80 exchanges. Clients have access to the data and content found within the FactSet databases, which they can combine and utilize in nearly all of the Company’s applications.These databases are important to the Company’s operations as they provide clients with key information such as company fundamentals, estimates, global equity ownership, M&A data, events and transcripts, earnings and other equity and fixed income data. FactSet has entered into third party content agreements with varying lengths, which in some cases can be terminated on one year’s notice at predefined dates, and in other cases on shorter notice.

FactSet seeks to maintain contractual relationships with a minimum of two content providers for each major type of financial data, though certain data sets on which FactSet relies have a limited number of suppliers. The Company makes every effort, when reasonable, to locate alternative sources to ensure FactSet is not dependent on any one third party data supplier. These data sets include, without limitation, (1) Equity Pricing from exchanges such as NASDAQ, (2) Global Exchange Indices, (3) S&P CUSIP distribution, (4) S&P Ratings and (5) Moody’s Investor Service Corporate Ratings. FactSet is not dependent on any one third party data supplier and no single vendor or data supplier represented more than 10% of FactSet's total data expenses in any fiscal year presented. The Company combines data from commercial databases into its own dedicated single online service, which the client accesses to perform their analysis. The failure of FactSet to be able to maintain these relationships or the failure of its suppliers to deliver accurate data and in a timely manner could adversely affect the Company’s business.

Third parties may claimFactSet infringes we infringe upon their intellectual property rights or may infringe upon our intellectual property rights

FactSetWe may receive notice from others claiming that the Company haswe have infringed upon their intellectual property rights. Responding to these claims may require the Companyus to enter into royalty and licensing agreements on less favorable terms, incur litigation costs, enter into settlements, stop selling or to redesign affected products, or to pay damages or toand satisfy indemnification commitments with the Company’sour clients or vendorssuppliers under contractual provisions of various license arrangements. Additionally, third parties may copy, infringe or otherwise profit from unauthorized use of our intellectually property rights requiring us to litigate to protect our rights. Certain countries may not offer adequate protection of proprietary rights. If FactSet iswe are required to enter into such agreementsdefend ourselves or assert our rights or take such actions itsmentioned, our operating margins may decline as a result. FactSet has madeWe have incurred, and expectsexpect to continue incurringto incur, expenditures to acquire the use of technology and intellectual property rights as part of itsour strategy to manage this risk.

 

ChangesOperations outside the U.S. involve additional requirements and burdens that we may not be able to control or manage successfully

In fiscal 2018, approximately 38% of our revenues related to operations located outside the U.S. In addition, a significant number of our employees, approximately 74%, are located in securitiesoffices outside the U.S. We expect our growth to continue outside the U.S., with non-U.S. revenues accounting for an increased portion of total revenues in the future. Our non-U.S. operations involve risks that differ from or are in addition to those faced by our U.S. operations. These risks include: difficulties in developing products, services and technology tailored to the needs of non-U.S. clients, including in emerging markets; different employment laws and regulationsrules; rising labor costs in low-wage countries; difficulties in staffing and managing personnel that are located outside the U.S.; different regulatory, legal and compliance requirements, including in the areas of privacy and data protection, anti-bribery and anti-corruption, trade sanctions and currency controls, marketing and sales and other barriers to conducting business; social and cultural differences, such as languages; diverse or less stable political, operating and economic environments and market fluctuations; civil disturbances or other catastrophic events that reduce business activity; limited recognition of our brand and intellectual property protection; differing accounting principles and standards; restrictions on or adverse tax consequences from entity management efforts; and changes in U.S. or foreign tax laws. If we are not able to adapt efficiently to or manage the business effectively in markets outside the U.S., our business prospects and operating results could be materially and adversely affected.

Exposure to fluctuations in currency exchange rates and the failure of hedging arrangements

Due to the global nature of our operations, we conduct business outside the U.S. in several currencies including the British Pound Sterling, Euro, Indian Rupee, Japanese Yen, and Philippine Peso. To the extent that our international activities increase in the future, our exposure to fluctuations in currency exchange rates may increase expenses oras well. To manage this exposure, we utilize derivative instruments (such as foreign currency forward contracts). By their nature, all derivative instruments involve elements of market and credit risk. The market risk associated with these instruments resulting from currency exchange movements is expected to offset the market risk of the underlying transactions, assets and liabilities being hedged. Credit risk is managed through the continuous monitoring of exposure to the counterparties associated with these instruments. Our primary objective in holding derivatives is to reduce the volatility of earnings with changes in foreign currency. Although we believe that our foreign exchange hedging policies are reasonable and prudent under the circumstances, our attempt to hedge against these risks may harm demandnot be successful, which could cause an adverse impact on our results of operations.


Legislative and regulatory changes in the environments in which we and our clients operate

Many of FactSet’sour clients operate within a highly regulated environment. In light of the recent conditions in theenvironment and must comply with governmental legislation and regulations. The U.S. financial markets and economy, the U.S. Congress and Federal regulators have increased their focus on the regulation of the financial services industry. The information provided by,Increased regulation of our clients may increase their expenses, causing them to seek to limit or resident in, the service FactSet provides to itsreduce their costs from outside services such as ours. Additionally, if our clients could be deemed relevant to a regulatory investigation or other governmental or private legal proceeding involving its clients, which could result in requests for information from FactSet that could be expensive and time consuming. In addition, clients subjectare subjected to investigations or legal proceedings they may be adversely impacted, possibly leading to their liquidation, bankruptcy, receivership, reductionsreduction in assets under management, or diminished operations, thatwhich would adversely affect our revenues. In the Company’s revenues.European Union, the new version of the Markets in Financial Instruments Directive, also known as “MiFID II” became effective in January 2018. We believe that compliance with MiFID II requirements is time-consuming and costly for the investment managers who are subject to it and will cause clients to adapt their pricing models and business practices significantly. These increased costs may impact our clients’ spending and may cause some investment managers to lose business or withdraw from the market, which may adversely affect demand for our services. However, MiFID II may also present us with new business opportunities for new service offerings. In addition to the MiFID II requirements, we further believe the proposed withdrawal of the U.K. from the European Union (also known as Brexit) on terms still being negotiated, has created economic uncertainty among our client base. This uncertainty may have an impact on our clients’ expansion or spending plans, which may in turn negatively impact our revenues or growth.

As a business, we are also subject to numerous laws and regulations in the U.S. and in the other countries in which we operate. These laws, rules, and regulations, and their interpretations, may change in the future, and compliance with these changes may increase our costs or cause us to make changes in or otherwise limit our business practices. In addition, the global nature and scope of our business operations make it more difficult to monitor areas that may be subject to regulatory and compliance risk. If we fail to comply with any applicable law, rule, or regulation, we could be subject to claims and fines and suffer reputational damage.

Adverse resolution of litigation or governmental investigations may harm FactSet’s operating results

 

FactSet isWe are party to lawsuits in the normal course of business. Litigation and governmental investigations can be expensive, lengthy and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. Unfavorable resolution of lawsuits or governmental investigations could have a material adverse effect on the Company’sour business, operating results or financial condition. For additional information regarding legal matters, see Item 3,Legal Proceedings,, contained in Part I of this report.Report on Form 10-K.

 

Resolution of ongoing and other probable audits by tax authoritiesFailure to maintain reputation

FactSet is subject to income taxes in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in determining its worldwide provision for income taxes. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. The Company’s provision for income taxes, tax liability or effective tax ratesWe enjoy a positive reputation in the future could be adverselymarketplace. Our ability to attract and retain clients and employees is affected by numerous factors including, but not limitedexternal perceptions of our brand and reputation. Reputational damage from negative perceptions or publicity could affect our ability to income before income taxes being lower than anticipated in countries with lower statutory tax ratesattract and higher than anticipated in countries with higher statutory tax rates, changes in the valuationretain clients and employees and our ability to maintain our pricing for our products. Although we monitor developments for areas of deferred tax assetspotential risk to our reputation and liabilities and changes in tax laws, regulations, accounting principlesbrand, negative perceptions or interpretations thereof. FactSet is subject to the continuous examination of its income tax returns by the Internal Revenue Service and other tax authorities. Although FactSet believes its tax estimates are reasonable, the final determination of tax audits and any related litigationpublicity could be materially different than that which is reflected in historical income tax provisions and accruals. There can be no assurance that the outcomes from these continuous examinations will not have ana material adverse effect on the Company’s results of operations, including its provision for income taxes.

our business and financial results.

 


 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

 

AtAs of August 31, 2015, the Company leases2018, we leased approximately 202,000 square feet of office space at itsour headquarters in Norwalk, Connecticut. In addition, FactSet leasesOn February 14, 2018, we entered into a new lease agreement to relocate our corporate headquarters to 45 Glover Avenue in Norwalk, Connecticut. The new location will comprise approximately 173,000 square feet of office space for its U.S. reportable segment in New York, New York; Boston, Massachusetts; Chicago, Illinois; San Francisco, California; Austin, Texas; Jackson, Wyoming; Atlanta, Georgia; Tuscaloosa, Alabama; Newark, Ridgewood and Piscataway, New Jersey; Manchester, New Hampshire; Reston, Virginia, Youngstown, Ohio, and Toronto, Canada. The Company’s European segment operates in leased office space in London, England; Paris and Avon, France; Amsterdam, the Netherlands; Frankfurt, Germany; Dubai, United Arab Emirates; Milan, Italy; and Riga, Latvia. Office space in Tokyo, Japan; Hong Kong; Singapore; Mumbai, India; and Sydney, Australia are leased by FactSet for its Asia Pacific operating segment. The data content collection centers located in Hyderabad, India and Manila, the Philippines benefit allspace. We expect to take possession of the Companies operating segments. The leases expirenewly leased property on various dates through 2031. Total minimum rental payments associated withor around January 1, 2019, for fit-out purposes. We will continue to occupy our existing headquarters space until the leases are recorded as rent expense (a componentnew headquarters is ready for occupancy, currently estimated to be in the second quarter of selling, general and administrative expenses) on a straight-line basis over the periods of the respective non-cancelable lease terms.fiscal 2020.

 

Including new lease agreements executed during fiscal 2015, the2018, our Company’s worldwide leased office space increased to approximately 909,0001,750,000 square feet atas of August 31, 2015,2018, up 72,000607,000 square feet, or 8.6%53.1%, from August 31, 2014.2017 and includes properties at the following locations:

Segment

Leased Location

United States

Atlanta, Georgia

Austin, Texas

Boston, Massachusetts

Chicago, Illinois

Jackson, Wyoming

Los Angeles, California

Manchester, New Hampshire 

Minneapolis, Minnesota 

New York, New York

Norwalk, Connecticut

Piscataway, New Jersey

Reston, Virginia

San Francisco, California

Sao Paulo, Brazil 

Toronto, Canada

Youngstown, Ohio

Europe

Avon, France

Amsterdam, the Netherlands

Cologne, Germany

Dubai, United Arab Emirates

Frankfurt, Germany

Gloucester, England

Johannesburg, South Africa

London, England

Luxembourg City, Luxembourg

Madrid, Spain

Milan, Italy

Paris, France

Riga, Latvia

Sofia, Bulgaria

Zurich, Switzerland

Asia Pacific

Chennai, India

Hong Kong, China

Hyderabad, India

Manila, the Philippines

Melbourne, Australia 

Mumbai, India

Shanghai, China 

Singapore 

Sydney, Australia

Tokyo, Japan


We have data content collection offices located in Hyderabad, India and Manila, the Philippines, which benefit all our operating segments. Additionally, we have data centers that support our technological infrastructure located in Manchester, New Hampshire, Piscataway, New Jersey and Reston, Virginia. The Company believesother locations listed in the table above are leased office space. The leases expire on various dates through 2031. We believe the amount of leased office space as of August 31, 20152018 is adequate for itsour current needs and that additional space is available for lease to meet any future needs. In fiscal 2015, FactSet entered into the following new lease agreements:

 

Boston, Massachusetts:A new lease amendment was signed to extend and expand the Company’s existing office space in Boston by 4,809 rentable square feet. At the time of signing, the renewal resulted in incremental future minimum rental payments of $6.6 million through June 2022.

Hyderabad, India:

-       A new lease amendment was entered into during November 2014 to renew the Company’s existing office space in Hyderabad. At the time of signing, the renewal resulted in incremental future minimum rental payments of $2.2 million over the non-cancelable lease term through November 2019.

-       A new lease agreement was entered into during April 2015 for 43,830 square feet of new office space in Hyderabad. At the time of signing, the new lease agreement resulted in incremental future minimum rental payments of $1.8 million over the lease term through September 2020.

Manila, Philippines:A new lease agreement was entered into during April 2015 for 13,043 square feet of new office space in Manila. At the time of signing, the new lease agreement resulted in incremental future minimum rental payments of $1.5 million over the non-cancelable lease term through June 2020.

New York, New York:A new lease amendment was signed to extend and expand the Company’s existing office space in New York by 19,979 rentable square feet. At the time of signing, the renewal resulted in incremental future minimum rental payments of $21.2 million through August 2031. The amendment included approximately $1.9 million in tenant allowances.

Norwalk, Connecticut:A new lease amendment was signed to extend and expand the Company’s office space at its headquarters in Norwalk by 9,587 rentable square feet. At the time of signing, the renewal resulted in incremental future minimum rental payments of $0.9 million through December 2019.

London, England:A new lease agreement was entered into in July 2015 for 15,051 square feet of new office space in London. At the time of signing, the new lease agreement resulted in incremental future minimum rental payments of $21.1 million over the non-cancelable lease term through March 2031. 

At August 31, 2015, the Company’s lease commitments for office space provide for the following future minimum rental payments under non-cancelable operating leases with remaining terms in excess of one year (in thousands):

Years Ended August 31,

 

Minimum Lease

Payments

 
     

2016

 $22,695 

2017

  28,002 

2018

  27,373 

2019

  25,974 

2020

  20,129 

Thereafter

  145,929 
     

Total

 $270,102 


ITEM 3. LEGAL PROCEEDINGS

 

From time to time, FactSet issubjectthe Company is subject to legal proceedings, claims and litigation arising in the ordinary course of business, including intellectual property litigation.Basedlitigation. Based on currently available information, FactSet’sthe Company’s management does not believe that the ultimate outcome of these unresolved matters against the Company,FactSet, individually or in the aggregate, is likely to have a material adverse effect on the Company'sconsolidatedCompany's consolidated financial position, its annual results of operations or its annual cash flows. However, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.

 

ITEM 4.MINE SAFETY DISCLOSURES

 

Not applicable.

 


 

Part II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY,,RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

(a)

Market Information,, Holders and Dividends

 

Market Information -FactSet – Our common stock is listed on the New York Stock Exchange (“NYSE”) and the NASDAQ Stock Market under the symbol FDS. The following table sets forth, for each fiscal period indicated, the high and low sales prices per share of the Company’sour common stock as reported on the New York Stock Exchange.NYSE:

 

 

First

  

Second

  

Third

  

Fourth

  

First

  

Second

  

Third

  

Fourth

 

2015

                

2018

                

High

 $138.26  $158.29  $168.62  $174.03  $200.31  $209.02  $217.36  $229.98 

Low

 $110.77  $134.01  $149.68  $140.00  $155.88  $183.89  $184.48  $195.69 
                                

2014

                

2017

                

High

 $115.39  $119.08  $114.82  $129.28  $183.17  $183.64  $182.56  $172.22 

Low

 $101.07  $101.41  $102.31  $107.02  $150.95  $157.56  $156.92  $155.09 

 

Holders of Record–As of October 20, 2015, there were24, 2018, we had approximately 127,277177,777 holders of record of FactSetour common stock. However, because many of FactSet’sour shares of common stock are held by brokers and other institutions on behalf of stockholders, FactSet iswe are unable to estimate the total number of stockholders represented by these record holders.The closing price of FactSet’sour common stock on October 20, 201524, 2018, was $168.00$215.30 per share as reported on the New York Stock Exchange.NYSE.

Dividends -In During fiscal 2015, the Company’syears 2018 and 2017, our Board of Directors declared the following dividends:dividends on our common stock:

 

Declaration Date

 

Dividends Per
Share of
Common Stock

 

Type

Record Date

 

Total Amount
(in thousands)

 

Payment Date

August 10, 2015

 $0.44 

Regular (cash)

August 31, 2015

 $18,179 

September 15, 2015

May 12, 2015(1)

 $0.44 

Regular (cash)

May 29, 2015

 $18,274 

June 16, 2015

February 11, 2015

 $0.39 

Regular (cash)

February 27, 2015

 $16,236 

March 17, 2015

November 12, 2014

 $0.39 

Regular (cash)

November 28, 2014

 $16,216 

December 16, 2014

(1)

On May 12, 2015, FactSet’s Board of Directors approved a 12.8% increase in the regular quarterly dividend, beginning with the dividend payment in June 2015 which was $0.44 per share, or $1.76 per share per annum.

Year Ended

 

Dividends per

Share of

Common Stock

 

Record Date

 

Total $ Amount

(in thousands)

 

Payment Date

Fiscal 2018

          

First Quarter

 $0.56 

November 30, 2017

 $21,902 

December 19, 2017

Second Quarter

 $0.56 

February 28, 2018

 $21,799 

March 20, 2018

Third Quarter

 $0.64 

May 31, 2018

 $24,566 

June 19, 2018

Fourth Quarter

 $0.64 

August 31, 2018

 $24,443 

September 18, 2018

           

Fiscal 2017

          

First Quarter

 $0.50 

November 30, 2016

 $19,852 

December 20, 2016

Second Quarter

 $0.50 

February 28, 2017

 $19,709 

March 21, 2017

Third Quarter

 $0.56 

May 31, 2017

 $21,951 

June 20, 2017

Fourth Quarter

 $0.56 

August 31, 2017

 $21,853 

September 19, 2017

 

All of the above cash dividends were paid from existing cash resources.resources on a quarterly basis. Future dividend payments will depend on the Company’sour earnings, capital requirements, financial condition and other factors considered relevant by FactSetus, and is subject to final determination by the Company’sour Board of Directors.

 

(b)

Recent Sales of Unregistered Securities

 

There were no sales of unregistered equity securities induring fiscal 2015.2018.


 

(c)

Issuer Purchases of Equity Securities

 

The following table provides a month-to-month summary of the share repurchase activity under the current stock repurchase program during the three months ended August 31, 20152018 (in thousands, except per share data):

Period

 

Total number
of shares
purchased

  

Average
price paid per
share

  

Total number of shares purchased as part of publicly announced plans or programs

  

Maximum number of shares

(or approximate dollar value) that may yet be purchased under the plans or programs(1)

 

June 2015

  157,811  $164.02   157,811  $186,222 

July 2015

  271,572  $162.55   271,572  $142,678 

August 2015

  50,000  $168.76   50,000  $134,240 
   479,383  $163.68   479,383     

Period

 

Total number
of shares
purchased

  

Average
price paid per
share

  

Total number of shares purchased as part of publicly announced plans or programs

  

Maximum number of shares

(or approximate dollar value) that may yet be purchased under the plans or programs (1)

 

June 2018

  49,975  $199.10   49,975  $299,325 

July 2018

  214,503  $204.09   214,503  $255,548 

August 2018

  65,000  $212.27   65,000  $241,750 
   329,478       329,478     

 

(1)

Repurchases may bebe made from time to time in the open market and privately negotiated transactions, subject to market conditions.No minimum number of shares to be repurchased has been fixed.There is no timeframe to complete the repurchase program and it is expected that share repurchases will be paid using existing and future cash generated by operations.

Securities Authorized for Issuance underunder Equity Compensation PlansInformation regarding securities authorized for issuance under equity compensation plans is incorporated by reference from the Company’s Proxy Statement filedsee Part III of this Report on October 30, 2015 for its 2015 Annual Meeting of Stockholders.Form 10-K

 


Stock Performance GraphPerformance Graph

The annual changes for the five-year period shown in the graph below are based on the assumption that $100 had been invested in FactSetour common stock, the Standard & Poor’s 500 Index, the NYSE Composite Index and the Dow Jones U.S. Financial Services Index on August 31, 2010, and that all quarterly dividends were reinvested at the average of the closing stock prices at the beginning and end of the quarter.2013. The total cumulative dollar returns shown on the graph represent the value that such investments would have had on August 31, 2015.2018. Stockholder returns over the indicated period are based on historical data and should not be considered indicative of future stockholder returns.

 

 

 

For the Years Ended August 31,

 
 

2015

  

2014

  

2013

  

2012

  

2011

  

2010

  

2013

  

2014

  

2015

  

2016

  

2017

  

2018

 

FactSet Research Systems Inc.

 $215  $173  $139  $125  $120  $100  $100  $124  $154  $174  $154  $224 

S&P 500 Index

 $188  $191  $156  $134  $116  $100  $100  $123  $121  $133  $151  $178 

NYSE Composite Index

 $152  $165  $138  $120  $112  $100  $100  $119  $110  $116  $128  $140 

Dow Jones U.S. Financial Services Index

 $187  $180  $151  $112  $99  $100  $100  $119  $124  $125  $157  $191 

The information contained in the above graph shall not beenbe deemed to be soliciting material or filed or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that FactSet specificallyincorporates it by reference into a document filedfiled under the Securities Actof 1933 or the Securities Exchange Act of 1934.

 


 

ITEM 6. SELECTED FINANCIAL DATA

 

The following selected financial data has been derived from FactSet’sour consolidated financial statements.This financial data should be read in conjunction with Item 7,Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8,Financial Statements and Supplementary Data,, of this Annual Report on Form 10-K.

 

ConsolidatedConsolidated Statements of Income Data

(in thousands, except per share data)

 

Years Ended August 31,

  

2015

  

2014

2013

  

2012

2011

  

Revenues

 $1,006,768  $920,335$858,112  $805,793$726,510  

Operating income

  331,918(1)  302,219 269,419(4)  272,990 238,335(7) 

Provision for income taxes

  92,703   91,921 72,273   85,896 67,912  

Net income

  241,051(2)  211,543 198,637(5)  188,809 171,046(8) 

Diluted earnings per common share

 $5.71(3) $4.92$4.45(6) $4.12$3.61(9) 

Weighted average common shares (diluted)

  42,235   42,970 44,624   45,810 47,355  

Cash dividends declared per common share

 $1.66  $1.48$1.32  $1.16$1.00  

 

Consolidated Balance Sheet Data

                 

(in thousands)

 

August 31,

  

2015

  

2014

2013

  

2012

2011

  

Cash and cash equivalents

 $158,914  $116,378$196,627  $189,044$181,685  

Accounts receivable, net of reserves

  95,064   90,354 73,290   74,251 75,004  

Goodwill and intangible assets, net

  348,339   327,463 280,796   289,162 274,575  

Total assets

  736,671   663,212 690,197   694,143 657,440  

Non-current liabilities

  65,307   24,839 30,165   28,703 32,829  

Total stockholders’ equity

 $531,584  $511,082$541,779  $552,264$515,188  
  

For the year ended August 31,

 

(in thousands, except per share data)

 

2018

  

2017

  

2016

  

2015

  

2014

 

Revenues

 $1,350,145  $1,221,179  $1,127,092  $1,006,768  $920,335 

Operating income

 $366,204 (1) $352,135 (4) $349,676 (7) $331,918 (10) $302,219 (13)

Provision for income taxes

 $84,753  $86,053  $122,178  $92,703  $91,921 

Net income

 $267,085 (2) $258,259 (5) $338,815 (8) $241,051 (11) $211,543 (14)

Diluted earnings per common share

 $6.78 (3) $6.51 (6) $8.19 (9) $5.71 (12) $4.92 (15)

Weighted average common shares (diluted)

  39,377   39,642   41,365   42,235   42,970 

Cash dividends declared per common share

 $2.40  $2.12  $1.88  $1.66  $1.48 

Consolidated Balance Sheet Data

  

As of August 31,

 

(in thousands)

 

2018

  

2017

  

2016

  

2015

  

2014

 

Cash and cash equivalents

 $208,623  $194,731  $228,407  $158,914  $116,378 

Accounts receivable, net of reserves

 $156,639  $148,331  $97,797  $95,064  $90,354 

Goodwill and intangible assets, net

 $850,768  $881,103  $546,076  $348,339  $327,463 

Total assets

 $1,419,447  $1,413,315  $1,019,161  $736,671  $663,212 

Non-current liabilities

 $672,413  $652,485  $343,570  $65,307  $24,839 

Total stockholders’ equity

 $525,900  $559,691  $517,381  $531,584  $511,082 

 

(1)

Operating income in fiscal 2018 included pre-tax charges of $17.4 million from restructuring actions, $4.7 million related to other corporate actions including stock-based compensation acceleration and $4.9 million in legal matters.

(2)

Net income in fiscal 2018 included $13.8 million (after-tax) expense related to restructuring actions, $3.8 million (after-tax) expense related to other corporate actions including stock-based compensation acceleration, $3.4 million (after-tax) expense related to legal matters and $21.3 million of tax charges primarily related to the one-time deemed repatriation tax on foreign earnings.

(3)

Diluted earnings per share (“EPS”) in fiscal 2018 included a $0.35 decrease in diluted EPS from restructuring actions, a $0.10 detriment due to other corporate actions including stock-based compensation, a $0.09 decrease from legal matters and a $0.53 decrease from tax charges primarily related to the one-time deemed repatriation tax on foreign earnings.

(4)

Operating income in fiscal 2017 included pre-tax charges of $5.6 million related to modifications of certain share-based compensation grants, $5.0 million related to restructuring actions and $7.4 million in acquisition-related expenses.

(5)

Net income in fiscal 2017 included $4.2 million (after-tax) related to modifications of certain share-based compensation grants, $3.7 million (after-tax) related to restructuring actions and $5.5 million (after-tax) of acquisition-related expenses. Fiscal 2017 net income also included a loss of $0.9 million (after-tax) from a final working capital adjustment related to the sale of FactSet’s Market Metrics business in the fourth quarter of fiscal 2016. These charges were offset by income tax benefits of $1.9 million related primarily to finalizing prior year tax returns and other discrete items.

(6)

Diluted EPS in fiscal 2017 included a $0.11 decrease in diluted EPS from the modifications of certain share-based compensation grants, a $0.09 decrease from the restructuring actions, a $0.13 decrease from acquisition-related expenses and $0.02 decrease from the working capital adjustment, partially offset by a $0.05 increase in diluted EPS from the income tax benefits.

(7)

Operating income in fiscal 2016 included pre-tax charges of $4.6 million related primarily to legal matters, $2.8 million from restructuring actions and $1.8 million related to a change in the vesting of performance-based equity options.

(8)

Net income in fiscal 2016 included $3.3 million (after-tax) related primarily to legal matters, $2.0 million (after-tax) from restructuring actions, $1.2 million (after-tax) related to a change in the vesting of performance-based equity instruments, partially offset by $10.5 million of income tax benefits primarily from the permanent reenactment of the U.S. Federal R&D tax credit (“R&D Tax Credit”), finalizing the fiscal 2015 tax returns and other discrete items and a gain of $81.7 million (after-tax) related to the sale of FactSet’s Market Metrics business in July 2016.

(9)

Diluted EPS in fiscal 2016 included the net effect of a $2.01 increase in diluted EPS from the gain on sale and a $0.25 increase in diluted EPS from the income tax benefits, partially offset by a $0.08 decrease related primarily to legal matters, a $0.05 decrease from the restructuring actions and a $0.03 decrease from a change in the vesting of performance-based equity instruments.


(10)

Operating income in fiscal 2015 includes aincluded pre-tax charges of $3.0 million related to the vesting of performance-based equity instruments and $3.2 million related primarily fromto changes in the senior leadership responsible for the Company’s salesforce.sales force.

  

 

(2)(11)

FiscalNet income in fiscal 2015 net income includesincluded $2.1 million (after-tax) of incremental expenses related to the vesting of performance-based equity instruments, $2.2 million (after-tax) related to the changes in the senior leadership responsible for the Company’s salesforcesales force and income tax benefits of $8.8 million primarily from the reenactment of the U.S. Federal R&D Tax Credit in December 2014, and finalizing prior yearthe fiscal 2014 tax returns and other discrete items.

  

 

(3)(12)

Diluted EPS forin fiscal 2015 includesincluded the net effect of a $0.21 increase in diluted EPS from the reenactment of the U.S. Federal R&Dincome tax credit, finalizing prior year tax returns and other discrete itemsbenefits, partially offset by a $0.05 decrease from the vesting of performance-based equity instruments and a $0.05 decrease from the changes in the senior leadership responsible for the Company’s salesforce.  sales force.

  

(13)

(4)

Operating income forin fiscal 2013 includes2014 included pre-tax charges totaling $18.3of $1.6 million related primarily to legal matters and $1.4 million related to a change in the vesting of performance-based stock options granted in connection with the acquisitions of Market Metrics and StreetAccount.equity options. 

  

(14)

(5)

Fiscal 2013 netNet income includes $12.9in fiscal 2014 included $1.1 million (after-tax) primarily related to legal matters, $1.0 million (after-tax) of incremental expenses related to the vesting of performance-based stock options granted in connection with the acquisitions of Market Metrics and StreetAccountequity instruments and income tax benefits of $7.2$0.6 million primarily fromfinalizing the reenactment of the U.S. Federal R&Dfiscal 2013 tax credit in January 2013returns and finalizing prior year tax returns.other discrete items.

  

(15)

(6)

Diluted EPS forin fiscal 2013 includes2014 included the net effect of a $0.29$0.03 decrease for the vesting of performance-based options partially offset by a $0.16 increase in diluted EPS from the reenactment of the U.S. Federal R&D tax credit and finalizing prior year tax returns.  

(7)

Fiscal 2011 operating income includes a pre-tax charge of $7.9 million related to an increase in the estimated number of performance-based stock options that will vest. The revised estimate reflects a higher performance level than previously estimated and accordingly, increased the number of performance-based options that will vest and be expensed.

(8)

Net income for fiscal 2011 includes $5.4 million (after-tax) of incremental expenses related to an increase in the estimated number of performance-based stock options that will vest and income tax benefits of $6.3 million primarilyand $0.02 decrease from finalizing prior year tax returns and the reenactment of the U.S. Federal R&D tax credit in December 2010.

(9)

Included in fiscal 2011 diluted EPS were income tax benefits of $0.13 from finalizing prior year tax returns and the reenactment of the U.S. Federal R&D tax credit partially offset by an $0.11 decrease related to an increasea change in the estimated numbervesting of performance-based stock options that will vest and be expensed.equity.

 


 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

 

 

Executive Overview

 

 

Results of Operations Key Metrics

 

 

Liquidity Results of Operations

 

 

Capital Resources Liquidity

 

 

Foreign Currency Capital Resources

 

 

Off-Balance Sheet Arrangements Foreign Currency

 

 

Share Repurchase Program Off-Balance Sheet Arrangements

 

 

Contractual Obligations Share Repurchase Program

 

 

Dividends Contractual Obligations

 

 

Significant Accounting Policies Dividends

 

 

 Significant Accounting Policies and Critical Accounting Estimates

 

 

New Accounting Pronouncements

 

 

Market Trends

 

 

Management Changes

Forward-Looking Factors

 

The MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 8,Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

 

Executive Overview

 

FactSet isWe are a global provider of integrated financial information, and analytical applications toand industry-leading service for the global investment community. We combinedeliver insight and information to investment professionals through our analytics, service, content, regarding companies and securities from major markets all over the globe into a single online platform of information and analytics. By consolidating content from hundreds of databases with powerful analytics, FactSet supports the investment process from initial research to published results for buy and sell-side professionals.technology. These professionals include portfolio managers, research and performance analysts, risk managers, marketing professionals, sell-side equityinvestment research professionals, investment bankers, risk and fixed income professionals.performance analysts, and wealth advisors. From streaming real-time data to historical information, including quotes, estimates, news and commentary, we offer proprietary and third-party content through desktop, web, mobile and off-platform solutions. Our applications provide users access tobroad application suite offers tools and resources including company and industry analyses, multicompany comparisons, companyfull screening tools, portfolio analysis, predictive risk measurements, alphatesting,profiles, alpha-testing, portfolio optimization and simulation, real-time newsresearch management solutions. With recent acquisitions, we have continued to expand our solutions across the investment lifecycle from idea generation to performance and quotes and tools to value and analyze fixed income securities and portfolios. With Microsoft® Office integration, wireless access and customizable options, we offer a complete financial workflow solution.client reporting. Our revenues are derived from month-to-month subscriptions to products and services databasessuch as workstations, analytics, enterprise data, research management, and financial applications. Investment management (buy-side) clients account for 82.5%trade execution.

2018 Year in Review

Fiscal 2018 revenue growth can be attributed to achievements in the delivery, integration and consumption of our financial data and analytical applications by the global investment community. As of August 31, 2018, annual subscription value (“ASV”), with totaled $1.39 billion, an increase of 5.8% over the remainder from investment banking firms (sell-side) that perform Mergers & Acquisitions (“M&A”) advisory work, capital markets servicesprior year and equity research.

2015 Year in Review

Fiscal 2015 was a successful5.7% organically. Revenues increased 10.6% year for FactSet as we once again attained record levels of revenue, operating income, net income and diluted earnings per share. This fiscal year marked our 37thover year, of operation, our 35th consecutive year of revenue growth and our 19th consecutive year of earnings growth as a public company. Our record results demonstrate the continued successwhich, 5.6% of the FactSet brand. We grewincrease can be attributed to organic ASV by $88.4 million compared to $64.6 million a year ago, which resulted in an organic ASV growth rate of 9.2%, up from 7.3% last year. Our ASV growth rate of 9.2% helped us surpass the $1 billion milestone in total ASV and end the year at $1.058 billion. The acceleration in ASV to 9.2% was also our highest rate of growth in over three years, while our 13.0% diluted earnings per share increase in the fourth quarter of fiscal 2015 represented our 21st consecutive quarter of double-digit adjusted EPSrevenue growth. In addition, clients and users reached recordnew highs of 2,9765,142 and 62,205,91,897, respectively, in fiscal 2015, including a quarterly record2018. We returned $393.4 million to stockholders in the form of 3,210 usersshare repurchases and dividends during the fourth quarter.fiscal year.

We continued to diversity our suite of solutions through the integration of our acquisitions and new product investments. We enhanced our Multi-Asset Class (“MAC”) risk models, leading to several global client wins and strengthening our position in the analytics market. We expanded our Content and Technology Solutions (“CTS”) workflow and launched Open:FactSet Marketplace, a new platform to address the demand for integrating both financial and alternative data. We recently added Data Exploration, a platform for financial professionals to evaluate quickly alternative and financial datasets and build investment applications in a fully hosted environment.

 


 

Growth in each Key Metric

Growth during fiscal 2015 was driven by delivering comprehensive workflow solutionsFactSet released its first annual Corporate Social Responsibility Report (“CSR”), highlighting the Company’s commitments to our clients, improvements inemployees, stockholders, and communities. The report covered the functionality of our product line including portfolio analytics, enhancements to our technological infrastructure, expansion of our proprietary data and a continued focus on client service. As a result, each of the following key operating metrics experienced growth over the past 12 months ($ in millions, except client and user counts):

Key Metric

 

2015

  

2014

  

Change

  

ASV

 $1,057.8  $963.6   9.8%(1)  

Revenues

 $1,006.8  $920.3   9.4%  

Diluted EPS

 $5.71  $4.92   16.1%  

Free Cash Flow(2)

 $280.8  $247.3   13.5%  

Clients

  2,976   2,743   8.5%  

Users

  62,205   54,596   13.9%  

(1)

ASV grew 9.2% organically year over year.

(2)

We define free cash flow as cash provided by operating activities, which includes the cash cost for taxes and changes in working capital, less capital expenditures.

Additionally, our annual client retention was greater than 95% of ASV as offiscal year ending August 31, 2015, consistent with last year. However, when expressed as2017, highlighting our recent achievements and setting a percentage of clients, our annual retention rate was 94%, up from 93% a year ago.

Returning Value to Stockholders

On May 12, 2015, our Board of Directors approved a 12.8% increase in the regular quarterly dividend, beginning with the dividend payment in June 2015 of $0.44 per share, or $1.76 per share per annum. In addition, we repurchased 1.7 million shares for $252.8 million under the existing share repurchase program during fiscal 2015. With our dividends and share repurchases we have returned $322.8 million in the aggregate to stockholders over the past 12 months.

Capital Expenditures

Capital expenditures were $25.7 million during fiscal 2015, up from $17.7 million a year ago. Approximately $13.8 million, or 54%, of our capital expenditures during fiscal 2015 were for purchases of computer equipment. This expense included more serverstrajectory for our existing data centers, purchasing laptop computers and peripherals for employees, upgrading existing computer systems and improving telecommunication equipment.The remaining 46% of our capital expenditures were used to build out our offices primarily in New York, New York, Austin, Texas and Manila, the Philippines during fiscal 2015.

Product Developments to Enhance our Workflow Solutions

At FactSet, we are dedicated to building tools to support the workflows of our traditional Asset Management and Investment Banking base, as well as to extend our core competency to encompass Wealth Managers, Sales & Trading, Private Equity and Hedge Funds. In fiscal 2015, we introduced unique product innovations and applications across our segments which have improved the speed, usability and discoverability of our workstation. In addition to making the application more intuitive, we also released new site-wide search functionality which allows users to discover reports and applications. In support of data integrity, we released FactSet Portfolio Services to offer robust and transparent data reconciliations and standardized custom reporting options across regions and asset classes. FactSet Geographical Revenue Exposure (GeoRev), a recently released data set, enhances the way a user can view company revenues by geographic country and regional categories.

Content and Technology

Our product capabilities and goals are not possible without investments in content. We are focused on metrics that measure the impact of our content used by our clients; timeliness, accuracy, completeness, coverage and usage. Highlights of fiscal 2015 enhancements to our proprietary content are as follows:

FactSet Enterprise Data Governance

As a major publisher of financial content, FactSet continues to optimize its data governance model by employing enterprise level standards for entity and security reference data. Leveraging these enterprise standards enables us to connect effectively all of its proprietary and third party content through a consistent reference data framework. This integration allows our client base to leverage FactSet content across multiple workflows via the creation of highly connected “smart data” sets. Users are able to extend analytics and alpha generation by identifying intelligent correlations amongst connected data points, uncover complex relationships amongst entities, securities, people and funds (hierarchies, supply chains, board relationships) and leverage data connectivity to drive risk and regulatory reporting (aggregation, conflict of interest, counterparty discovery). 


FactSet Revere

During fiscal 2015, FactSet continued to invest in the Revere content product lines with enhancements includingFactSet Revere Hierarchy,a unique industry classification system that categorizes companies based on both their primary and secondary lines of business;FactSet Revere Segment Revenue (“SegRev”), which links a company’s as-reported business segment revenue and product categories to the FactSet Revere Hierarchy;FactSet Supply Chain Relationships, content that enables users to understand the performance and risk of a company by accessing its key customers, suppliers, competitors and partners; andFactSet Revere Business Industry Classification System (“FactSet RBICS”), which leverages the granularity of the FactSet Revere Hierarchy to classify companies by their primarily line of business. The database has 12 anchor sectors and is six levels deep with increasingly detailed layers of micro-industry groups.

FactSet Fundamentals

In fiscal 2015, we added banks to the Industry Metrics offering and metrics to the Oil & Gas and Metals & Mining offerings, bringing the key performance indicator coverage to seven industries, 5,600 active companies and 750 metrics. We also added over 2,600 companies to coverage for the standardized product, bringing the active universe to over 47,000 and the overall universe to 79,000.

FactSet CallStreet(Events and Transcripts)

This offering continues to provide high quality transcripts while maintaining industry standard timeliness metrics for raw and corrected earnings call transcripts for over 80% of the CallStreet universe. Coverage of transcripts and events grew 9% and 5%, respectively, during fiscal 2015.

FactSet Ownership

In fiscal 2015 this data set expanded to include fixed income funds. Fund holders of fixed income securities can be used in conjunction with other FactSet Ownership standard data feeds. With history starting from September 2013, the fixed income securities and funds included are global in scope, and both active and terminated securities and funds are included.

FactSet Infrastructure

The foundation to our product, content and technology goals is the focus on our infrastructure. We have invested a significant amount of resources in the evolution of our computing resources, storage capabilities, security posture and ability to scale. Part of this investment includes Project NextGen, which has helped us transition from large mainframe computers to a more distributed environment powered by a vast array of smaller, faster and more cost-effective machines. This new architecture will allow us to be more agile and respond to the market quickly going forward, as well as enabling us to build new products and features.

Continued Focus on Client Servicefuture CSR goals.

 

Client service isService / Consultants

A client-centric approach has always been a vital componentkey foundation of our business model.success at FactSet. We support our powerful information and analytical applications with a team of financial data and modeling experts. Client servicesatisfaction is performed each and every day via email, text, instant messaging, or phone. Client touches are a key metric by which we measure the success of our service. According to our fiscal 2015 global client satisfaction survey, 97%greater than 95% of respondents were satisfied or very satisfied with FactSet’s support, consistent with the prior year.support. The depth of our knowledge, the data behind the models and the complex mathematics behindsubstantiating the answers each create an opportunity for us to forge close working relationships with our user community.

 

Our reward for investingindustry-leading customer care is largely due to the talent of our employee population. As of August 31, 2018, employee headcount was 9,571, up 5.5% from a year ago. This increase in a consulting group comprised of approximately 1,400 individuals isheadcount was primarily in client-focused positions with dedication to client loyalty, as evidenced by an annualsupporting our recent global client retention rate of greater than 95% of ASV as of August 31, 2015.2018. Our consulting teams have been trained to listen to our clients’ needs and transfer this knowledge directly to the product development teams, helping us transform suggestions into new or enhanced product offerings.

Educating our clients is also an important component of our service. Not only do we teach our users the nuances of our software and content offerings, but also FactSet personnel are often thought-leaders in a particular area of financial modeling in our rapidly evolving industry. As a result, clients look to FactSet as a trusted partner to stay on the cutting edgeforefront of financial modeling and analysis. During fiscal 2015, nearly 1,900 clients attended live or online FactSet training sessions; more than 6,000 investment bankers were trained on how to use our systems; clients completed 29,000 eLearning courses in our online library; and clients referenced our online help and reference library over 700,000 times.

 

EmployeesKey Metrics

 

Our industry-leading customer careThe following is largely due to the talenta review of our employee population.key metrics:

  

As of and for the

Year ended August 31,

  
(in millions, except per share data, client and user counts) 2018  2017  Change  

Revenues

 $1,350.1  $1,221.2   10.6% 

Operating Income

 $366.2  $352.1   4.0% 

Net Income

 $267.1  $258.3   3.4% 

Diluted EPS

 $6.78  $6.51   4.1% 

ASV(1)

 $1,393.1  $1,316.6   5.8%(2) 

Clients(3)

  5,142   4,744   8.4% 

Users(4)

  91,897   88,846   3.4% 

(1)

During the third quarter of fiscal 2017, FactSet excluded professional services fees billed within the last 12 months, which are not subscription based. As such, ASV excludedprofessional service fees of $21.6 million and $17.2 million as of August 31, 2018 and 2017, respectively.

(2)

ASV grew 5.8% year over year, of which, 5.7%represents organic ASV growth. Organic ASV excludes ASV from acquisitions and dispositions completed within the last 12 months and the effects of foreign currency.

(3)

In the second quarter of fiscal 2017, wechanged ourclient count definition to capture clients with ASV greater than $10,000 versus the previous metric of clients with ASV greater than $24,000. The prior year client count was restated to reflect this change for comparison purposes.

(4)

In the second quarter of fiscal 2017, wechanged ouruser count definition to include users from workstations previously not captured due to certain product bundling and users of the StreetAccount web product. The prior year user count was restated to reflect this change for comparison purposes.

Annual Subscription Value Growth

ASV at any given point in time represents the forward-looking revenues for the next twelve months from all subscription services currently being supplied to clients, and excludes professional services fees billed in the last twelve months, which are not subscription-based. With proper notice to us, our clients can add to, delete portions of, or terminate service at any time, subject to certain contractual limitations. As of August 31, 2015, employee headcount2018, our ASV totaled $1.39 billion, up 5.7% organically over the prior year. Organic ASV excludes ASV from acquisitions and dispositions completed within the last 12 months and the effects of foreign currency. The increase in ASV was 7,360, up 10.9%driven by growth in our geographic segments and achievements across each of our workflow solutions which include Research, Analytics, CTS, and Wealth. Additionally, we have leveraged relationships with existing clients to increase year over year sales through cross-selling and upselling of our diversified product suite.


Buy-side and sell-side ASV growth rates for the last 12 months were 5.4% and 7.3% respectively. Buy-side clients account for 83.9% of ASV, while the remainder is derived from sell-side firms that perform mergers and acquisitions advisory work, capital markets services and equity research.

As of August 31, 2018, ASV from our U.S. operations was $868.7 million, an increase of 5.3% organically from a year ago. OfASV from international operations was $524.4 million, an increase of 6.3% organically from a year ago. The growth in ASV in both the U.S. operations and international operations was driven primarily by higher sales across all workflow solutions and new business additions across the operations, primarily in the U.S segment.

Client and User Additions

Our total client count was 5,142 as of August 31, 2018, representing a net increase of 398 clients in the last twelve months. In the second quarter of fiscal 2017, we changed our client count definition to capture clients with ASV greater than $10,000 versus the previous metric of clients with ASV greater than $24,000. The prior year client count was restated to reflect this change for comparison purposes. Client count has increased by 398 or 8.4% in the last twelve months primarily from wealth managers, corporate firms and institutional asset managers. These firm types contributed to over 60% of the net user additions during the fiscal 2018 year. We continue to focus on expanding and cultivating relationships with our current client base as it is essential to our long-term growth strategy and assists in our upsell of workstations, applications and content at our existing clients.

As of August 31, 2018, there were 91,897 professionals using FactSet. In the second quarter of fiscal 2017, FactSet changed its user count definition to include users from workstations previously not captured due to certain product bundling and users of the StreetAccount web product. The prior year user count was restated to reflect this change for comparison purposes. User count increased by 3,051 users in the past twelve months primarily driven by an increase in workstation sales.

Annual client retention as of August 31, 2018, was greater than 95% of ASV and 91% when expressed as a percentage of clients. Our successful client retention demonstrates that a majority of our clients maintain their subscriptions to FactSet year over year, highlighting the strength of our business strategy. As of August 31, 2018, our largest individual client accounted for approximately 2% of total employees, 2,238subscriptions, and annual subscriptions from our ten largest clients did not surpass 15% of total client subscriptions.

Returning Value to Stockholders

On August 10, 2018, our Board of Directors approved a regular quarterly dividend of $0.64 per share. The cash dividend of $24.4 million was paid on September 18, 2018 to common stockholders of record at the close of business on August 31, 2018. We repurchased 1.5 million shares for $302.4 million during fiscal 2018 under our existing share repurchase program.

On March 26, 2018, our Board of Directors, approved a $300.0 million expansion of the existing share repurchase program. Including this expansion, $241.7 million is available for future share repurchases as of August 31, 2018.

Capital Expenditures

Capital expenditures were $33.5 million during fiscal 2018, compared to $36.9 million a year ago. Capital expenditures of $24.2 million or 72% of our capital expenditures during fiscal 2018 related to upgrades of existing computer systems in Norwalk, additional server equipment for our data centers located in the U.S., 832 in EuropeNew Jersey and 4,290 in Asia Pacific. Approximately 54%Virginia, as well as laptop computers and peripherals for new and existing employees. The remainder of our employees were involved with content collection, 24% work in product development, softwarecapital expenditures was primarily for the build out of office space including $2.8 million at our Hong Kong location, $2.2 million at our India locations, and systems engineering, another 19% conduct sales and consulting services and the remaining 3% provided administrative support. We are proud to have received the following accolades during fiscal 2015:$1.5 million at our Netherlands location.

 

Ranked #48 on Fortune’s “100 Best Companies to Work For.”


 

Named as one of the “100 Best Workplaces for Millennials” in the U.S. by Fortune.

Recognized as one of the UK’s “Best Workplaces.”

Included in the “2015 Best Places to Work in France.”

Named as one of the “20 Great Workplaces in Technology” by Great Place to Work®.

Listed in Crain’s “Chicago’s Best Places to Work.”

Results of Operations

 

For an understanding of the significant factors that influenced our performance during the past three fiscal years, the following discussion should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements presented in this Annual Report on Form 10-K.

 

(in thousands, except per share data)

Years Ended August 31,

 

2015

  

2014

  

Change

  

2014

  

2013

  

Change

 
 Years ended August 31, 
(in thousands, except per share data) 2018  2017  Change  2017  2016  Change 

Revenues

 $1,006,768  $920,335   9.4%

 

 $920,335  $858,112   7.3%

 

 $1,350,145  $1,221,179   10.6% $1,221,179  $1,127,092   8.3%

Cost of services

  405,339   353,686   14.6%

 

  353,686   306,379   15.4%

 

 $659,296  $566,580   16.4% $566,580  $487,409   16.2%

Selling, general and administrative

  269,511   264,430   1.9%

 

  264,430   282,314   (6.3)%

 

 $324,645  $302,464   7.3% $302,464  $290,007   4.3%

Operating income

  331,918   302,219   9.8%

 

  302,219   269,419   12.2%

 

 $366,204  $352,135   4.0% $352,135  $349,676   0.7%

Net income

 $241,051  $211,543   13.9%

 

 $211,543  $198,637   6.5%

 

 $267,085  $258,259   3.4% $258,259  $338,815   (23.8)%

Diluted earnings per common share

 $5.71  $4.92   16.1%

 

 $4.92  $4.45   10.6%

 

 $6.78  $6.51   4.1% $6.51  $8.19   (20.5)%

Diluted weighted average common shares

  42,235   42,970       42,970   44,624       39,377   39,642       39,642   41,365     

 

Revenues

Fiscal 20152018 compared to Fiscal 20142017

Revenues in fiscal 20152018 were $1,006.8 million, up 9.4%$1.35 billion, increasing 10.6% compared to fiscal 2014.2017. Our organic revenue growth driversrate for fiscal 2018 was 5.6% compared to the prior year period, with cancellations remaining relatively flat during fiscal 20152018. Organic revenues exclude the effects of acquisitions and dispositions completed in the last 12 months and foreign currency in all periods. The increase in revenues was throughout our geographical segments and workflow solutions. The U.S. segment revenue was up 7.4% compared to the prior year period, primarily driven by additional clients, expansion from within our existing client base and an annual price increase, while holding client cancellations steady. Our international operations also grew as demonstrated by our 17.3% growth in Europe and a 13.1% increase in Asia Pacific. In addition to revenue growth amongst the geographic segments, achievements were increasesalso made across each workflow solution which include Research, Analytics, CTS, and Wealth. The Research workflow growth was driven by additional users due to banking new hires. The growth in ASV, clientsthe Analytics workflow was primarily attributed to increased sales in the portfolio analytics, reporting, and users, acceleratedrisk platforms, coupled with the enhancement of our multi-asset class risk model offerings, which strengthened our position in the analytics market. The CTS workflow growth was driven by increased demand for our fixed income portfolio products, portfolio analytics (“PA”) suite of products, sales of equity attribution and multi asset class risk models, additional purchases of our Portfolio Services solutions, expansion of our proprietary content and continued growth of our RMS offering.data feeds while new business sales drove the Wealth workflow growth.

 

Annual Subscription ValueFiscal 2017 compared to Fiscal 2016

As of August 31, 2015, ASV was $1.058Revenues in fiscal 2017 were $1.22 billion, up 9.2% organically from a year ago. ASV at a given point8.3% compared to fiscal 2016. Our organic revenue growth rate for fiscal 2017 increased 6.9% compared to fiscal 2016. The increase in time represents the forward-looking revenues for the next 12 months from all subscription services being supplied to our clients. With proper notice to us, our clients are able to add to, delete portions of, or terminate service at any time, subject to certain contractual limitations.

($ in millions)

                 

As of August 31,

 

Total

ASV

   

% Organic

Growth

  

Non-U.S.

ASV

  

% of Total ASV

Non-U.S.

 

2015

 $1,058(1)    9.2 $343   32.4%

2014

 $964(2)    7.3 $312   32.4%

2013

 $888    5.9 $282   31.8%

2012

 $843(3)    6.8 $271   32.1%

2011

 $779    13.6 $246   31.6%

2010

 $684(4)    7.3 $218   31.9%

2009

 $623    0.8 $200   32.1%

2008

 $621    17.6 $195   31.4%

2007

 $517    21.9 $157   30.4%

2006

 $423    18.5 $126   29.8%

(1)

Includes $10 millionfrom acquisitions completed in fiscal 2015, including Code Red.

(2)

Includes $5 million from the acquisition of Revere and $7 million from the acquisition of Matrix.

(3)

Includes $11 million from the acquisition of StreetAccount.

(4)

Includes $16 million from the acquisition of Market Metrics.

We believe that ourwas primarily driven by organic ASV growth, of 9.2%continued momentum for our multi-asset class analytic solutions, workstations, data feeds products and the additions to our product offerings from our fiscal 2017 acquisitions. Offsetting these positive factors, we experienced cancellations due to firm consolidations and failures.

Revenues by Geographic Segment

  

Years ended August 31,

 

(in thousands)

 

2018

  

2017

  

2016

 

U.S.

 $841,908  $784,146  $755,492 

% of revenues

  62.4%  64.2%  67.0%

Europe

 $387,589  $330,332  $277,682 

Asia Pacific

 $120,648  $106,701  $93,918 

International

 $508,237  $437,033  $371,600 

% of revenues

  37.6%  35.8%  33.0%

Consolidated

 $1,350,145  $1,221,179  $1,127,092 

Fiscal 2018 compared to Fiscal 2017

Revenue from our U.S. segment increased 7.4% to $841.9 million in fiscal 2015 and 7.3%2018 compared to $784.1 million in fiscal 2014 highlight2017, due to organic ASV growth across our workflow solutions and strong performance executing new business sales. Cancellations remained relatively flat for fiscal 2018 showing signs of stability. Excluding the strengtheffects of acquisitions and dispositions, organic revenue in the U.S. was up 5.1% compared to fiscal 2017. Revenue from our U.S. operations accounted for 62.4% of our subscription business model. We continue to focus on expanding the business by providing superior analytical applications, premier global content and unmatched client service. The 9.2% increase in organic ASVconsolidated revenues during fiscal 2015 relates to broad-based global growth2018, a decrease from both the buy and sell-side. We have seen accelerated demand for our fixed income portfolio products, PAsuite of products, sales of equity attribution and multi asset class risk models. Our stable of value-added products64.2% in the equity and fixed income analytics suite provided the company with strong sales in our European and Asia Pacific segments. Organic ASV growth of 9.2% excludes $10 million of ASV from acquisitions completed during fiscal 2015 and a $3.9 million detriment from foreign currency.2017.

 


 

ASVRevenue from our U.S.international operations was $714.8 million, up 8.7% organically from a year ago. International ASV totaled $343.1 million as of August 31, 2015, up 10.2% organically from a year ago and represented 32.4% ofincreased 16.3% in fiscal 2018 compared to fiscal 2017, due to growth across our Company-wide total. Organic ASV growth rates from buy and sell-side clients roseworkflow solutions, partially offset by higher cancellations compared to 9.0% and 9.8%, respectively. The percentage of our total ASV derived from buy-side clients decreased slightly from 82.6% a year ago to 82.5% at August 31, 2015.

Growth in the Number of Users and Clients of FactSet

During fiscal 2015, we added 183 net new clients (which excludes 50 new clients acquired from the acquisition of Code Red in February 2015), increasing the number of clients by 6.7% over the prior year. Including the 50 new clients from Code Red, our total client count was 2,976 as of August 31, 2015. The addition of new clients is important to us as we anticipate that it lays the groundwork to provide additional services in the future, consistent with our strategy of increasing sales of workstations, applications and content at our existing clients.Annual client retention as of August 31, 2015 was greater than 95% of ASV and 94% when expressed as a percentage of clients, an increase from 93% as of the end of fiscal 2014. We believe these statistics underscore the power of our business model, as the large majority of our clients maintain their subscriptions to FactSet throughout each year.At August 31, 2015, our largest individual client accounted for 2% of total subscriptions and annual subscriptions from our ten largest clients did not surpass 15% of total client subscriptions, consistent with the prior year.

 

At August 31, 2015, there were 62,205 professionals using FactSet, an increaseEuropean revenue increased 17.3% to $387.6 million in fiscal 2018 compared to $330.3 in fiscal 2017. Excluding the effects of 7,609 users from a year ago. Duringacquisitions and dispositions completed in the last twelve12 months our investment management clients added 4,203 net new users, while our investment banking clients added 3,406 net new users. Our user count within the fourth quarter ofand foreign currency, European organic revenue grew 9.4% in fiscal 2015 alone increased by 3,210 users2018 compared to 2,113fiscal 2017. Foreign currency exchange rate fluctuations increased our European growth rate by 150 basis points.

Asia Pacific revenue increased 13.1% during fiscal 2018, compared with fiscal 2017. Excluding the effects of acquisitions and dispositions completed in the year ago fourth quarter, marking itlast 12 months and foreign currency, Asia Pacific organic revenue grew 12.9% during fiscal 2018 compared to fiscal 2017, with foreign currency exchange rate fluctuations remaining flat compared to prior year.

Fiscal 2017 compared to Fiscal 2016

Revenue from our largest ever quarterly increase. Significant additions cameU.S. segment increased 3.8% to $784.1 million in fiscal 2017 compared to $755.5 million in fiscal 2016. Our U.S. revenue growth reflected the performance from both our investment managementAnalytics and banking clients. The fourth quarter typically includes new users from both the buy and sell-side, as our larger clients bring in new hire classes and this quarter we saw sizable new hire classes at our banking clients. Growth during 2015 in both the IPO and M&A markets has also helped improve business for our banking clients. In addition, during the just completed fiscal year, we released a new user interface that emphasizes ease of use and search, which we believe contributed to our net user increase in fiscal 2015.         

Growth within Portfolio Analytics

Our PA suite of products, including our Fixed Income in PA product, continues to be well received within our client base and was a source of revenue growth during fiscal 2015. Our clients have recognized the value of these applications and their capabilities in analyzing securities and portfolios. The PA suite includes separate products and covers a range ofCTS workflows, around portfolios. The number of clients and users subscribing to PA, Fixed Income in PA, Style, Performance and Risk (“SPAR”), Risk and Portfolio Publishing continued to grow as this suite is comprehensive and includes highly desired applications for portfolio attribution, risk, quantitative analysis, portfolio publishing and returns based, style analysis. Clients continue to find value in our ability to serve as a single solution for their analytics, risk and publishing needs, over a variety of asset classes, which enables them to analyze securities and portfolios based on a variety of asset classes.

Increased Demand for Portfolio Services Solutions

Our solutions in the Portfolio Services space continued to do well. Our services offer turnkey integration, robust and transparent reconciliation and standardized and custom reporting options. Our team of specialists monitors and remedies issues as they occur during all stages of the client’s workflow, from data extraction to analytical enrichment, through report generation and data delivery. As clients look for areas to outsource services around data integration, enrichment, quality control and process monitoring, they are turning more and more to our managed services in this space.

Expansion of our Proprietary Content

Our proprietary content also continues to be a strong product line for us as well as a growing opportunityrevenue from acquisitions completed in fiscal 2017. Excluding the effects of acquisitions and dispositions completed in the last 12 months, organic revenue in the U.S. increased 6.2% compared to fiscal 2016. Revenue from our U.S. operations accounted for us to expand our data feed business. We continue to be successful in licensing proprietary FactSet data, especially FactSet Fundamentals and FactSet Estimates, as our global content sales team pursues expanding the distribution64.2% of our content. This type of data is licensedconsolidated revenues during fiscal 2017, a decrease from 67.0% in feed form and includes As-Reported Financials, ETF Data & Analytics, Enterprise Data Governance, CallStreet and Ownership. Data feeds are consumed by a wide range of clients, including existing large FactSet clients and some outside of our core client base that do not manage money or provide sell-side services. In addition, StreetAccount, our condensed news product, sells strongly across all FactSet user types and continues to be in demandfiscal 2016 due to the ability of our clients to receive up-to-the-minute news offered both through and outside the FactSet workstation.


Research Management Solutions (RMS)acquisitions completed in fiscal 2017 which primarily increased international revenue.

 

On February 6, 2015, we acquired Code Red whose primary line of business isEuropean revenue increased 19.0% in fiscal 2017 compared to provide research management technologiesfiscal 2016 due to the investment community, including endowmentssolid growth in both our CTS and foundations, institutional asset managers, sovereign wealth funds, pensions,Analytics workflows as well as, client price increases, and hedge funds. With the addition of Code Red to FactSet's existing research management solution, we now offer an RMS for all our clients' workflows. At the time of acquisition, Code Red had annual subscriptions of $9.3 million. For fiscal 2015, the acquisition of Code Red added incremental revenue of $5.2 million. Together with our Internal Research Notes product, our RMS solutions continued to grow, particularlyacquisitions completed in the fourth quarter, as clients now have a choice between our hosted and local solutions.

Effects of Foreign Currency 

The positive revenue drivers disclosed above were2017, partially offset by the impact of foreign currency including a weaker Japanese Yen, British Pound Sterling and Euro. Foreign currency movements reduced revenues by $3.4 million during fiscal 2015 compared to a reduction of $1.2 million in fiscal 2014.

Fiscal 2014 compared to Fiscal 2013

Revenues in fiscal 2014 were $920.3 million, up 7.3% compared to fiscal 2013. Revenue growth drivers during fiscal 2014 were the addition of 200 new clients and 3,628 users, a 7.3% increase in organic ASV, continued growth in our Portfolio Analytics suite of products, rising sales of our wealth management workflow solution, expansion of proprietary content, stabilization within sell-side client base and incremental revenues from the acquisitions of Revere and Matrix. Organic ASV growth of 7.3% excludes $12 million of ASV acquired from Revere and Matrix during fiscal 2014 and a $0.8 million detriment from foreign currency.

Revenues by Geographic Region

(in thousands)

Years Ended August 31,

 

2015

  

2014

  

2013

 

U.S.

 $678,774  $624,642  $586,865 

% of revenues

  67.4%  67.9%  68.4%

Europe

 $251,522  $227,395  $208,827 

Asia Pacific

  76,472   68,298   62,420 

International

 $327,994  $295,693  $271,247 

% of revenues

  32.6%  32.1%  31.6%

Consolidated

 $1,006,768  $920,335  $858,112 

Fiscal 2015 compared to Fiscal 2014

Revenues from our U.S. segment increased 8.7% to $678.8 million in fiscal 2015 compared to $624.6 million a year ago. Our fiscal 2015 U.S. revenue growth rate of 8.7% reflects increases in the number of users and clients of FactSet within the U.S., a rise in sales of our PA suite of products, continued demand for our proprietary content, $5.2 million of incremental revenue from the acquisition of Code Red and a strong performance by our U.S. investment management sales team. Our U.S. buy-side sales team has seen sustained demand for our fixed income portfolio products, multi-asset class risk and stress testing, attribution and publishing products. Revenues from our U.S. operations accounted for 67.4% of our consolidated revenues during fiscal 2015, down from 67.9% a year ago, as our international ASV growth rate surpassed our U.S. ASV growth rate by 150 basis points.

International revenues increased 10.9% to $328.0 million during fiscal 2015. Excluding negative foreign currency effects of $3.4 million, the year over year international revenue growth rate was 12.1%, which was comprised of 11.0% for Europe and 15.5% for Asia Pacific.Revenues from international operations accounted for 32.6% of our consolidated revenues during fiscal 2015, up from 32.1% a year ago.

European revenues advanced 10.6% year over year which was attributable to increases in client and user counts, continued growth in ASV from European sell-side clients and robust sales of PA subscriptions, partially offset by the negative effects of foreign currency.translation. Foreign currency exchange rate fluctuations reduced our European growth rate by 40 basis points. Excluding the effects of acquisitions and dispositions completed in the last 12 months and foreign currency, European revenue grew 8.3% compared to fiscal 2016.

The Asia Pacific revenue growth rate of 12.0%13.6% was primarily due to net new userincreased subscriptions to our content, analytic solutions and client growth, increased PA subscriptions and our proficiency in selling additional services to existing clients, partially offset by negativecore workstation product offerings. Additionally, foreign currency impact attributable to the change in the value of the Japanese Yen compared to the U.S. dollar. Foreign currency exchange rate fluctuations reducedincreased our Asia Pacific growth rate by 35046 basis points. Excluding the effects of acquisitions and dispositions completed in the last 12 months and foreign currency, Asia Pacific revenue grew 12.7% compared to fiscal 2016.

 


Operating Expenses

 

  

Years ended August 31,

 

(in thousands)

 

2018

  

2017

  

2016

 

Cost of services

 $659,296  $566,580  $487,409 

Selling, general and administrative (“SG&A”)

  324,645   302,464   290,007 

Total operating expenses

 $983,941  $869,044  $777,416 
             

Operating income

 $366,204  $352,135  $349,676 

Operating Margin

  27.1%  28.8%  31.0%

 

Cost of Services

Fiscal 20142018 compared to Fiscal 20132017

Revenues from our U.S. segment

Cost of services increased 6.4%16.4% to $624.6$659.3 million in fiscal 2014 compared to $586.9 million inthe prior fiscal 2013. Revenue growthyear. Cost of services, expressed as a percentage of revenues, was 48.8% during fiscal 2018, an increase of 240 basis points over the prior year period. This increase was primarily due to higher employee compensation costs driven by the additionincreased employee headcount and restructuring actions, incremental data costs from recent acquisitions and additional users as well as amortization of users and clients, sales ofintangible assets associated with our PA suite of products, growth in our wealth management solutions, increased demand for our proprietary content, and increment revenue from the Revere acquisition, which increased our U.S. growth rate by 80 basis points. Revenue growthrecent acquisitions. This increase was partially offset by a contractionreduction in stock-based compensation expenses from accelerated vesting in the Market Metrics business during fiscal 2014, which lowered our U.S. growth rate by 60 basis points. International revenues increased 9.0% to $295.7 million during fiscal 2014. Excluding foreign currency effects and the Matrix acquisition, the year over year international revenue growth rate was 6.7%, comprised of 5.0% for Europe and 12.2% for Asia Pacific.Revenues from international operations accounted for 32.1% of our consolidated revenues during fiscal 2014, up from 31.6% a year ago primarily as a result of incremental revenues from the Matrix acquisition.

Operating Expenses

(in thousands)

Years Ended August 31,

2015

 

2014

 

2013 

 

Cost of services

$405,339 $353,686 $306,379 

Selling, general and administrative (“SG&A”)

 269,511  264,430  282,314 

Total operating expenses

$674,850(1) $618,116 $588,693(2) 

Operating income

$331,918 $302,219 $269,419 

Operating Margin

 33.0% 32.8% 31.4%

(1)

Total operating expenses in fiscal 2015include an incremental $3.0 million from the vesting ofperformance-based equity instruments and $3.2 million related tochanges in the senior leadership responsible for the Company’s salesforce. Of this total, $3.8 million was reported within SG&A expenses with the remainder in cost of services.

(2)

Total operating expenses in fiscal 2013 includean incremental $18.3million from the vesting of performance-based stock options granted in connection with the acquisition of Market Metrics andStreetAccount. Of this total charge, $16.4 million was reported within SG&A expenses.

Cost of Services

Fiscal 2015 compared to Fiscal 2014

Cost of services increased 14.6% to $405.3 million as compared to the same period a year ago. Expressed as a percentage of revenues, cost of services was 40.3% in fiscal 2015, an increase of 190 basis points from a year ago. The increase was driven by higher employee compensation, including stock-based compensation, partially offset by lower computer depreciation.prior year.

 

Employee compensation, including stock-based compensation, when expressed as a percentage of revenues increased 210100 basis points duringin fiscal 2015due2018, compared to fiscal 2017. The increase is primarily due to the hiring of 497 net new classes of consultants, engineers and product developers hired in the past 12 months, new additions at our proprietary content collection locations, the addition of 32 employees from the Code Red acquisition, an increase in variable compensation and annual base salary increases. Overover the last 12 months, we have added 344 net new employees involvedwith the majority of their compensation recorded in cost of services due to their involvement with content collection, 252 net new engineering and product development employees and 124 net new consultants, as we continuedevelopment. Employee compensation expense further increased due to focus on servicing our existing client base, expanding our content and improving our applications.headcount expansion from prior year acquisitions that were included for a full year in fiscal 2018, while fiscal 2017 only included a partial year amount. In addition, during fiscal 2018 we incurred $17.4 million of the total incremental $6.2 million expense recorded in fiscal 2015 from the vestingrestructuring charges primarily related to severance of performance-based equity instruments and changes in the senior leadership responsible for the Company’s salesforce, $2.4which $8.5 million was reportedrecorded within cost of services. Expenses associated with the operation of the Code Red business increased cost of services by $3.5 million during fiscal 2015 due to compensation paid to the acquired workforce, including stock-based compensation from equity based awards granted, amortization of acquired intangible assets and computer-related expenses.

Partially offsetting the growth in cost of services during fiscal 2015 was a reduction in computer depreciation expense, which decreased 20 basis points in fiscal 2015 compared to a year ago. This decrease was primarily due to the continued use of fully depreciated equipment and our transition to more efficient and cost-effective servers in our data centers.

Fiscal 2014 compared to Fiscal 2013

Cost of services increased 15.4% to $353.7 million in fiscal 2014 as compared to fiscal 2013. Expressed as a percentage of revenues, cost of services was 38.4% in fiscal 2014, an increase of 270 basis points from fiscal 2013. The increase was driven by higher employee compensation, additional third party data costs and incremental costs from the Revere and Matrix acquisitions, partially offset by lower computer-related expenses, including depreciation.

Employee compensation, including stock-based compensation, expressed as a percentage of revenues, increased 300 basis points during fiscal 2014.Excluding compensation attributable to the acquired Revere and Matrix workforces, the increase in employee compensation was 250 basis points largely due to increased employee headcount and annual employee base salary increases. In fiscal 2014, we hired 202 net new software engineers and 70 net new consultants, dedicated to the development, enhancement and support of our products. Third party dataData costs, when expressed as a percentage of revenues, increased 1060 basis points during fiscal 2014. Many ofdue primarily from our recent acquisitions and higher variable data contracts are driven by our user and client count, so as we continue to grow in these metrics, so do our data-related costs. User count rose by 7% while clients grew 10% in fiscal 2014, thus driving up our third party data costs. Expensescosts associated with the operationsadditional users. Amortization of Revere and Matrix increased the cost of services,acquired intangible assets, when expressed as a percentage of revenues, by 80increased 20 basis points duringin fiscal 20142018 compared to the same period a year ago, primarily due to compensation paidrecent acquisitions, which added $93.2 million of intangible assets to be amortized over a weighted-average life of 11.5 years. These intangible assets were amortized for the full fiscal 2018, while, fiscal 2017 did not include a similar amount of acquisition amortization due to the acquired workforce, stock-based compensation from equity-based awards granted, incremental third party data costs and amortizationdates of acquired intangible assets.each acquisition.

 


 

Partially offsetting the growth in costFiscal 2017 compared to Fiscal 2016

Cost of services during fiscal 2014 was a reduction in computer-related expenses. Computer-related expenses, including computer depreciation and maintenance costs, decreased 30 basis pointsincreased 16.2% to $566.6 million in fiscal 2014 as2017, compared to fiscal 2013 due to the continued use2016. Cost of fully depreciated equipment and our transition to more efficient and cost-effective servers in our data centers.

Selling, General and Administrative (SG&A)

Fiscal 2015 compared to Fiscal 2014

SG&A expenses increased 1.9% to $269.5 million during fiscal 2015 as compared to $264.4 million in fiscal 2014. Expressedservices, expressed as a percentage of revenues, was 46.4% in fiscal 2017, an increase of 320 basis points compared to fiscal 2016. The increase was primarily driven by higher employee compensation, including stock-based compensation, computer related expenses, amortization of intangibles and acquisition-related costs.

Employee compensation, including stock-based compensation, when expressed as a percentage of revenues, increased 200 basis points in fiscal 2017 compared to fiscal 2016. In fiscal 2017, 699 new employees were added, which included head count expansion from acquisitions of 498 new employees (primarily in the European segment), as well as base salary changes and incremental hires in our centers of excellence located in India and the Philippines. The increase was also due to new employees hired, of which a significant number were involved with content collection, engineering and product development. As of August 31, 2017, approximately 70% of our employees performed operational roles. Employee compensation also increased due to a charge of $5.9 million related to restructuring actions and a change in the vesting of performance-based stock options.

Computer-related expenses, which include depreciation, maintenance, software and other fees increased 30 basis points, when expressed as a percentage of revenues in fiscal 2017 compared to fiscal 2016. The increase was due to added computer-related expenses, depreciation associated with the additional laptop computers and peripherals for new and existing employees, upgrades to existing computer systems, and improvements to our telecommunication equipment. Amortization of intangible assets increased 30 basis points, when expressed as a percentage of revenues, in fiscal 2017 compared to fiscal 2016 primarily due to our fiscal 2017 acquisitions, which added approximately $93.2 million of intangible assets to be amortized over a weighted-average life of 11.5 years. Additionally, acquisition-related costs increased cost of sales by approximately 40 basis points when expressed as a percentage of revenues year over year.

Selling, General and Administrative 

Fiscal 2018 compared to Fiscal 2017

SG&A expenses decreased 190increased 7.3% to $324.6 million during fiscal 2018 compared to $302.5 million in fiscal 2017. SG&A expenses, expressed as a percentage of revenues, were 24.0% in fiscal 2018, a decrease of 70 basis points to 26.8% in fiscal 2015over the prior year period. This decrease was primarily due to revenue growth outpacing the growth of SG&A related expenses on a year over year basis, foreign currency exchange gains on hedging activities of our Indian Rupee and lower overall employee compensation including stock-based compensation expense. This decrease was partially offset primarily by higher legal costs, restructuring actions and lower occupancy costs, which include rent and depreciation of furniture and fixtures.new employee additions.

Employee compensation, including stock-based compensation, when expressed as a percentage of revenues decreased 13050 basis points duecompared to fiscal 2017. The decrease is primarily related to a higher percentage of our employee baseemployees working in a cost of services capacity versuscompared to an SG&A. Of&A role. Compensation for our total employee headcount increase in fiscal 2015, 84% wasemployees within our software engineering,the content collection, andconsulting, product development, teams, which are all includedsoftware and systems engineering groups is recorded within cost of services. As such,services while employees within our sales and various other support and administrative departments are reflected in SG&A&A. In fiscal 2018, the majority of our hiring has been in departments within cost of services, thus driving a higher percentage of our employee compensation declinedin this area. Partially offsetting these decreases were higher legal expenses primarily from the settlement of a legal matter in the fourth quarter of fiscal 2018, a full year of employee compensation from recent acquisitions and $8.9 million of severance charges.

Fiscal 2017 compared to the growthFiscal 2016

SG&A expenses increased 4.3% to $302.5 million during fiscal 2017 compared to $290.0 million in fiscal 2016. SG&A expenses, expressed as a percentage of revenues, was 24.8% in fiscal 2017, a decrease of 90 basis points compared to fiscal 2016 due to lower employee compensation expense partially offset by higher professional fees and occupancy costs, including rent expense and depreciation of furniture and fixtures. Additionally, fiscal 2016 included a charge of $3.3 million related primarily to legal matters.


Employee compensation, including stock-based compensation, when expressed as a percentage of revenues, decreased 160 basis points in fiscal 2017 compared to fiscal 2016 due to a continued shift in our employee base from SG&A to cost of services.service related roles. This decrease in employee compensation was offset by a charge of $4.4 million related to restructuring actions and a change in the vesting of performance-based stock options. Professional fees, expressed as a percentage of revenues, increased 30 basis points from costs associated with acquisitions in fiscal 2017. Occupancy costs, when expressed as a percentage of revenues, decreased 60increased 30 basis points primarily due to furniture and leasehold improvements becoming fully depreciated, lower rent expense from the strengtheningincrease in the worldwide-leased office space of the U.S. dollar71,000 square feet, which included expanded offices in Germany, Switzerland, Bulgaria, India and the timing of acquiring new real estate space. However, certain occupancy costs, such as rent, are temporaryNetherlands.

Operating Income and are being driven by the timing of acquiring new space to support our growing employee population.Operating Margin

Fiscal 20142018 compared to Fiscal 20132017

Operating income increased 4.0% to $366.2 million in fiscal 2018 compared to $352.1 million in fiscal 2017. Our operating margin decreased in fiscal 2018 to 27.1%, compared to 28.8% for fiscal 2017. Operating income increased due to incremental revenue that outpaced the growth of SG&A expenses decreased 6.3% to $264.4 million during fiscal 2014 as compared to $282.3 million in 2013. Expressed as a percentage of revenues, SG&A expenses decreased 420 basis points to 28.7% for fiscal 2014 due to lower employee compensation, including stock-based compensationyear over year partially offset by higher employee travel and entertainment (“T&E”) expenses.

Employee compensation when expressed as a percentage of revenues decreased 440 basis points from fiscal 2013 due to a higher percentage of our employee base working in a cost of services capacity versus SG&A and a prior year stock-based compensation charge of $16.4 million from the vesting of Market Metrics and StreetAccount performance-based options. Of our total employee headcount increase in fiscal 2014, 79% derived from our software engineering, content collection and product development teams, which are all included within cost of services. As such, SG&AThe reduction in operating margin year over year was due to an increase in employee compensation declined compared to the growth in costcosts, including restructuring actions, data costs from acquisitions and additional users, amortization of services. intangible assets associated with our recent acquisitions, and incremental legal fees partially offset by foreign currency exchange gains on hedging activities and lower stock-based compensation.

 

Partially offsetting the overall decrease in SG&A expenses was higher T&E expense, which rose by 20 basis points when expressed as a percentage of revenues. The primary drivers for this increase were more client visits by our salesforce, higher plane and hotel prices and increased interoffice travel due to our expanding worldwide presence. 

Operating Income and Operating Margin

Fiscal 20152017 compared to Fiscal 20142016

Operating income increased 9.8%0.7% to $331.9$352.1 million in fiscal 20152017 compared to the prior year.fiscal 2016. Our operating margin for fiscal 20152017 was 33.0%28.8%, updown from 32.8% a year ago. Operating margin31.0% in fiscal 2015 was negatively impacted by a $3.2 million pre-tax charge2016. Expenses related to changesemployee compensation, professional fees, computer related costs, amortization of intangibles and acquisition-related costs all increased in the senior leadershipfiscal 2017, which resulted in our total operating expenses increasing to 11.8% year over year. We also recognized charges of our sales teams andapproximately $18.0 million related to restructuring actions, a $3.0 million pre-tax charge primarily related tochange in the vesting of performance-based equity instruments. Operating income in fiscal 2014 included $3.0 million of pre-tax charges related to vesting of performance-based equity instrumentsstock options and the settlement of a legal claim. Excluding these charges, our fiscal 2015 adjusted operating margin was 33.6%other acquisition-related costs, compared to the fiscal 2014 adjusted operating margin of 33.2%. Revenue growth of 9.4% and net foreign currency benefits totaling of $11.2 million aided our current year operating margin expansion.

Fiscal 2014 compared to Fiscal 2013

Operating income increased 12.2% to $302.2$7.0 million in fiscal 2014 compared to fiscal 2013. Our operating margin for fiscal 2014 was 32.8%, up from 31.4% in fiscal 2013. Operating income reported in fiscal 2013 includes a Market Metrics and StreetAccount performance-based stock option charge of $18.3 million ($1.9 million within cost of services and $16.4 million in SG&A), which reduced our operating margin by 210 basis points.2016. The fiscal 2014 operating margin was 70 basis points lower than the fiscal 2013 adjusted operating margin of 33.5% (as calculated by adding back the $18.3 million stock-based compensation charge), due to higher T&E expenses a rise in third-party data costs, incremental employee compensation within cost of services and impact from our Revere and Matrix acquisitions, which lowered the fiscal 2014 operating margin by 80 basis points. These reductions were offset partially offset by a 7.3%year over year increase in revenues a reduction in computer-related expenses and lower SG&A employee compensation.of 8.3%, driven partially by our recent acquisitions.

 


Operating Income by Segment

 

(in thousands)

Years Ended August 31,

 

2015

  

2014

  

2013

 
 

Years ended August 31,

 

(in thousands)

 

2018

  

2017

  

2016

 

U.S.

 $172,980  $165,004  $138,706  $148,095  $137,105  $165,251 

Europe

  116,310   100,937   100,187   148,977   153,676   131,410 

Asia Pacific

  42,628   36,278   30,526   69,132   61,354   53,015 
                        

Consolidated

 $331,918  $302,219  $269,419  $366,204  $352,135  $349,676 

 

Our operating segments are aligned with how we manage the business, and the demographic markets in which we serve.serve, and how the CODMG assesses performance. Our internal financial reporting structure is based on three reportable segments, the U.S., Europe and Asia Pacific, which we believe helps us better manage the business and view the markets we serve. Sales, consulting, data collection, product development and software engineering are the primary functional groups within each segment. Each segment records compensation expense, including stock-based compensation, amortization of intangible assets, depreciation of furniture and fixtures, amortization of leasehold improvements, communication costs, professional fees, rent expense, travel, marketing, office and other direct expenses. Expenditures associated with our data centers, third partythird-party data costs and corporate headquartersheadquarter charges are recorded by the U.S. segment and are not allocated to the other segments. The content collection centers of excellence, located in India and the Philippines, primarily focus on content collection that benefit all of our segments and thus thesegments. The expenses incurred at these locations are allocated to each segment based on a percentage of revenues.

 

Fiscal 2015 2018compared to Fiscal 20142017

Operating

U.S. operating income from our U.S. business advanced 4.8%increased 8.0% to $173.0$148.1 million during fiscal 20152018 compared to $165.0$137.1 million a year ago. The increase in U.S. operating income iswas primarily attributabledue to $54.1 millionrevenue growth of incremental revenues and a decrease in computer depreciation7.4%, partially offset by a rise inincreased expenses related to employee compensation, expense. U.S. revenue growth was driven bycomputer equipment and data costs. Employee compensation increased primarily due to annual base salary increases, in the number of usersrestructuring actions, and clients of FactSet within the U.S., a rise in sales of our PA suite of products, continued demand for our proprietary content, $5.2 million of incremental revenue from the acquisition of Code Red and a strong performance by our U.S. investment management sales team. Excluding the acquired Code Red workforce, U.S. employee headcount increased 7.0% over the prior year, leading to higher employee compensationbenefit costs during fiscal 2015. Computer-relatedincluding medical expenditures. Computer related expenses, decreasedwhich include depreciation, maintenance, software and other fees, increased year over year due to the transitionexpenses associated with upgrades to more efficient and cost-effective serversexisting computer systems in Norwalk, additional server equipment in our data centers located in additionNew Jersey and Virginia, as well as laptop computers and peripherals for new and existing employees. Data costs increased due to the continued use of fully depreciated servers.higher third-party data costs from our recent acquisitions and additional users.


 

European operating income increased 15.2%decreased 3.1% to $149.0 million during fiscal 20152018 compared to $116.3$153.7 million a year ago. The impact of foreign currency decreased European operating income by $4.9 million year over year. Additionally, the decrease in European operating income was due to a full year impact of fiscal 2017 acquisitions, contributing to higher employee compensation, amortization of intangible assets, and data costs, partially offset by revenue growth of 10.6% and the effects of favorable foreign currency fluctuations on our expense base partially offset by increases in employee compensation, third-party data costs and occupancy expenses. The higher employee compensation costs were due to a 17.5% increase in headcount over the prior year. The increase in occupancy costs, which includes rent expense, was due to an increase in leased space, in London. Finally, the increased third-party data costs were due to the increased number of users year over yearas many of our data contracts are driven by our user and client count.17.3%.

 

Asia Pacific operating incomeincreased 17.5%income increased 12.7% to $42.6$69.1 million during fiscal 2018 compared to $36.3million$61.4 million a year ago. The increase was due to incremental revenues of $8.2 million and the effects of favorable foreign currency fluctuations on our expense base, partially offset by higher employee compensation. The higher employee compensation costs were due an 11.0% increase in headcount from the prior year.

Fiscal 2014 compared to Fiscal 2013

Operating income from our U.S. business rose 19.0% to $165.0 million during fiscal 2014 compared to $138.7 million in fiscal 2013. The increase inAsia Pacific operating income is attributable to $37.8 million of incremental revenues, a decrease in computer-related expenses, including computer depreciation and a fiscal 2013 pre-tax charge of $18.3 million related to the vesting of performance-based stock options, which did not recur in fiscal 2014. Of the total pre-tax stock-based compensation charge of $18.3 million, $18.1 million was recorded within the U.S. segment as it related to primarily U.S.-based businesses. Operating income growth was partially offset by increases in employee compensation within cost of services, a rise in T&E expenses, incremental legal fees, and additional expenses from the Revere acquisition. U.S. revenue growth was driven by an increase in the number of clients and users of FactSet, the continued use of our advanced applications such as PA and growth in sales of wealth management. Excluding the acquired Revere workforce, U.S. employee headcount increased 6.8% in fiscal 2014 leading to higher employee compensation costs. Computer-related expenses decreased due to the transition to more efficient and cost-effective servers in our data centers in addition to the continued use of fully depreciated servers. Additional expenses from the acquisition of Revere lowered U.S. operating income by $1.0 million for fiscal 2014.

European operating income advanced 70 basis points during fiscal 2014 to $100.9 million due to revenue growth of 8.9%13.1% and benefits from a stronger U.S. dollar, partially offset by increases in employee compensation and theoccupancy costs. Employee compensation was higher year over year as result of a 9.2% increase in our Asia Pacific workforce. Occupancy costs increased due primarily to an increase in rent expense for additional office space in our Philippines location. The impact of foreign currency increased Asia Pacific operating income by $3.6 million year over year.

Fiscal 2017 compared to Fiscal 2016

U.S. operating income decreased 17.0% to $137.1 million during fiscal 2017 compared to $165.3 million in fiscal 2016. The decrease in U.S. operating income was primarily due to increases in expenses related to employee compensation, and occupancy costs, partially offset by revenue growth of 3.8%. Employee compensation increased primarily due to a 3.6% increase in U.S. employee headcount year over year and a change in the Matrix acquisition. Additional expensesvesting of performance-based stock options. Occupancy costs including rent expense and depreciation of furniture and fixtures increased due primarily to an increase in rent expense at our New York location.

European operating income increased 16.9% to $153.7 million during fiscal 2017 compared to $131.4 million in fiscal 2016. The increase in European operating income was due to revenue growth of 19.0% and benefits from the acquisitiona stronger U.S. dollar, offset by higher employee compensation, occupancy costs, and amortization of Matrix loweredintangibles. European revenue grew due to acquisitions completed in 2017, which had a significant sales presence in European markets. The impact of foreign currency increased European operating income by $2.1 million.$6.2 million year over year. Employee compensation was higher in fiscal 2017 compared to fiscal 2016 due to an increase of 473 net new employees in our European offices. These employees were primarily from acquisitions completed in 2017. Occupancy costs including rent expense and depreciation of furniture and fixtures increased due primarily to an increase in rent expense in Germany associated with the 2017 acquisitions. Amortization of intangibles increased due to the addition of $93.2 million of intangibles, the majority of which resided in our European segment.


 

Asia Pacific operating income increased 18.8%15.7% to $36.3$61.4 million during fiscal 2017 compared to $30.5$53.0 million in fiscal 20132016. The increase in Asia Pacific operating income was due to incremental revenuesrevenue growth of $5.9 million13.6% and benefits from a stronger U.S. dollar, partially offset by increases in employee compensation and occupancy costs. Employee compensation was higher employee compensation. Theyear over year as a result of a 2.7% increase in our Asia Pacific revenues growthworkforce in fiscal 2017. Occupancy costs increased due to an increase in rent expense at our India locations. The impact of 9.4% during fiscal 2014 was drivenforeign currency increased Asia Pacific operating income by our ability to sell our global content, expansion into new markets within Asia, sales of additional services to existing clients, and new client and user growth.$1.4 million year over year.

 

Income Taxes, Net Income and Diluted Earnings per Share

 

(in thousands, except per share data)

Years Ended August 31,

2015

  

2014

 

2013

  
 

Years ended August 31,

 

(in thousands)

 

2018

  

2017

  

2016

 

Provision for income taxes

$92,703 (1) $91,921 $72,273 (2)  $84,753  $86,053  $122,178 

Net income

$241,051  $211,543 $198,637   $267,085  $258,259  $338,815 

Diluted earnings per common share

$5.71  $4.92 $4.45   $6.78  $6.51  $8.19 

Effective Tax Rate

 27.8%(1)  30.3% 26.7%(2) 

Income Taxes

Fiscal 2018 compared to Fiscal 2017

The fiscal 2018 provision for income taxes was $84.8 million, a decrease of 1.5% from the same period a year ago. The decrease was primarily attributable to the impacts associated with the U.S. tax reform under the Tax Cuts and Jobs Act (“TCJA”). On December 22, 2017, the U.S. government enacted comprehensive tax legislation through the TCJA. The TCJA, among other things, lowered the statutory U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. Due to our August 31 fiscal year-end, the lower tax rate was phased in, resulting in a blended U.S. statutory federal rate of 25.7% for fiscal 2018. The TCJA also implemented a modified territorial tax system and imposed a mandatory one-time transition tax on accumulated earnings and profits (“E&P”) of foreign subsidiaries that were previously deferred from U.S. income taxes.


Our effective tax rate was 24.1% for the full fiscal 2018 year compared to 25.0% a year ago due to higher foreign income taxed at rates lower than U.S. rates, incremental income tax benefits from R&D tax credits and increased excess tax benefits from stock option exercises. These benefits were partially offset by the one-time transition tax of $23.2 million and a $2.3 million tax expense associated with the remeasurement of our net U.S. deferred tax position, both of which related to the TCJA. We had approximately $250 million in undistributed foreign E&P generated prior to December 31, 2017, which resulted in the provisional amount for the one-time transition tax expense of $23.2 million, payable over an eight-year period. This amount may change as we finalize the calculation of foreign E&P previously deferred from U.S. federal taxation, as well as the analysis of available foreign tax credits. Due to the changes in taxation of undistributed foreign earnings under the TCJA, we will continue to analyze foreign subsidiary earnings, as well as global working capital requirements, and may repatriate earnings when the amounts are remitted substantially free of additional tax. In addition, the estimates may also be affected by changes in interpretations at the federal and state levels, and any additional regulatory guidance that may be issued.

Fiscal 2017 compared to Fiscal 2016

The fiscal 2017 provision for income taxes was $86.1 million, down 29.6% compared to fiscal 2016. The decrease was primarily due to tax expense of $30.8 million related to the gain on sale of our Market Metrics business that occurred in fiscal 2016. Excluding the tax impact of the gain, the provision for income taxes decreased by 5.9% year over year related primarily to our organizational realignment. As of September 1, 2016, we realigned certain aspects of our global operations from FactSet Research Systems Inc., our U.S. parent company, to FactSet UK Limited, a U.K. operating company, to better serve our growing client base outside the U.S. Due to the realignment we recognized a 200 basis point benefit in our annual tax rate. Additionally, excluding the gain on sale in fiscal 2016, our provision for income taxes decreased due to a decrease in taxable income year over year. This decrease was due primarily to higher interest expense incurred as a result of an increase in our outstanding debt borrowings by approximately $300 million.

Net Income and Diluted Earnings per Share

Fiscal 2018compared to Fiscal 2017

Net income increased 3.4% to $267.1 million while diluted earnings per share increased 4.1% to $6.78 during fiscal 2018 compared to fiscal 2017. Net income and diluted EPS grew primarily due to higher revenues from strong performances across our segments and workflow solutions, gains earned from our foreign currency hedges, and a decrease in our effective tax rate due to the TCJA. These benefits were partially offset by an increase in employee compensation expenses, data costs, amortization of intangible assets from acquisitions, occupancy costs, and interest expense associated with our outstanding debt. Diluted EPS also benefited from a 0.3 million reduction in our weighted average shares outstanding due to share repurchases partially offset by stock option exercises during fiscal 2018.

Fiscal 2017 compared to Fiscal 2016

Net income decreased 23.8% to $258.3 million and diluted earnings per share decreased 20.5% to $6.51 during fiscal 2017 compared to fiscal 2016. A large component of the decrease year over year was related to the after-tax gain of $81.7 million from the sale of the Market Metrics business in fiscal 2016. This gain increased diluted earnings per share by $2.01. Excluding the fiscal 2016 after-tax gain on sale, net income increased 0.4% year over year, while diluted EPS increased by 5.3%. During fiscal 2017, net income and diluted earnings per share increased due to revenue growth of 8.3% year over year, coupled with a reduction to the income tax provision of 29.6% primarily related to the gain from the sale of our Market Metrics business along with an organizational realignment. Additionally, during fiscal 2017, foreign currency movements increased operating income by $7.1 million compared to a benefit of $11.6 million in the same period of fiscal 2016. These increases were partially offset by incremental employee compensation expense due to the hiring of 699 net new employees (including 498 employees from acquisitions completed in the last 12 months), an increase in professional fees, occupancy costs, computer related expenses, amortization of intangibles and acquisition-related costs. The increase in diluted earnings per share was also driven by a decrease in diluted shares outstanding as a result of continued share repurchases in fiscal 2017.

Non-GAAP Financial Measures

To supplement the financial measures prepared in accordance with GAAP, we use non-GAAP financial measures including organic revenue, adjusted operating margin, adjusted net income and adjusted diluted earnings per share. The reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are shown in tables below. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for or superior to, financial measures reported in accordance with GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of the business as determined in accordance with GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

Despite the limitations of these non-GAAP financial measures, we believe these adjusted financial measures and the information they provide are useful in viewing our performance using the same tools that management uses to gauge progress in achieving our goals. Adjusted measures may also facilitate comparisons to our historical performance.


The table below provides an unaudited reconciliation of revenues to organic revenues.

  

Twelve Months Ended

August 31,

 

(In thousands)

 

2018

  

2017

  

Change

 

Revenues

 $1,350,145  $1,221,179   10.6%

Deferred revenue fair value adjustment(1)

  7,691   5,486     

Acquisitions and divestitures completed(2)

  (58,624)  (1,222)    

Currency impact (foreign currency movements)(3)

  (4,952)       

Organic revenues

 $1,294,260  $1,225,443   5.6%

 

 

(1)

Deferred revenue fair value adjustments from purchase accounting.

(2)

Included inAcquired revenues from acquisitions and divestitures completed within the last 12 months.

fiscal 2015(3)

The impact from foreign currency movements over the past 12 months.

The table below provides an unaudited reconciliation of operating income, operating margin, net income and diluted EPS to adjusted operating income, adjusted operating margin, adjusted net income and adjusted diluted EPS.

  

Twelve Months Ended

August 31,

 

(In thousands, except per share data)

  2018(1)   2017(2)  

Change

 

Operating income

 $366,204  $352,135   4.0%

Intangible asset amortization

  24,665   19,924     

Deferred revenue fair value adjustment

  7,691   5,486     

Other items

  26,950   17,969     

Adjusted operating income

 $425,510  $395,514   7.6%

Adjusted operating margin

  31.3%  32.2%    
             

Net income

 $267,085  $258,259   3.4%

Intangible asset amortization(3)

  19,723   14,845     

Deferred revenue fair value adjustment(4)

  6,084   4,093     

Other items(5)

  21,614   14,308     

Income tax items

  21,310   (1,918)    

Adjusted net income

 $335,816  $289,587   16.0%
             

Diluted earnings per common share

 $6.78  $6.51   4.1%

Intangible asset amortization

  0.50   0.37     

Deferred revenue fair value adjustment

  0.15   0.10     

Other items

  0.56   0.35     

Income tax items

  0.53   (0.05)    

Adjusted diluted earnings per common share(6)

 $8.53  $7.31   16.7%

Weighted average common shares (Diluted)

  39,377   39,642     

(1)

Operating provision for income, taxesnet income and diluted EPS in fiscal 2018 were income tax benefits of $8.8adjusted to exclude (i) intangible asset amortization million primarily(ii)deferred revenue fair value adjustments from purchase accountingfinalizing prior year tax returns,and (iii) other items including restructuring, tlegal mattershe reenactment of the U.S. Federal R&D tax credit inDecember 2014,and other discrete itemscorporate actions.Net income and diluted EPS in fiscal 2018 were also adjusted to excludea one-time deemed repatriation tax on foreign earnings.

  

 

(2)

Operating income, Includednet income and diluted EPS in the fiscal 2013 provision for2017 were adjusted to exclude (i) intangible asset amortization (ii) deferred revenue fair value adjustments from purchase accounting, and (iii) other items including modifications of certain share-based compensation grants, restructuring actions and acquisition-related costs. Net income taxesand diluted EPS in fiscal 2017 were incomealso adjusted to excludebenefits related to finalizing fiscal 2016 tax benefits of $7.2 million primarily from the reenactment of the U.S. Federal R&D tax credit in January 2013returns and finalizing prior year tax returns.other discrete items.

  

Income Taxes

(3)

Fiscal 2015 compared to Fiscal 2014

The fiscal 2015 provision for income taxes was $92.7 million, up from $91.9 million a year ago. The 0.9% increase was due to a 10.0% increase in pre-tax income offset by thereenactment of the U.S. Federal R&D tax credit in December 2014. The reenactment of the credit was retroactive to January 1, 2014 and extended through the end of the 2014 calendar year. Prior to the reenactment of the tax credit, we had not been permitted to factor it into our effective tax rate because it was not enacted tax law. The reenactment resulted in a discrete income tax benefit of $5.1 million during fiscal 2015. Additionally, we recognized tax benefits of $3.7 million related to finalizing prior year tax returns and other discrete tax items.

The intangible asset amortization was recorded net of a tax impact of $4.9 million in fiscal 2018 compared with $5.1 million for fiscal 2017.

  

Fiscal 2014 compared to Fiscal 2013

(4)

The fiscal 2014 provision for income taxes was $91.9 million, up $19.6 million or 27.2% from $72.3 million in fiscal 2013. This increase was due to a 12.0% increase in pre-tax income and the expiration of the U.S. Federal R&D tax credit on December 31, 2013, which limited our ability to realize income tax benefits from the R&D tax credit to only four out of twelve months during fiscal 2014.

The deferred revenue fair value adjustment was recorded net of a tax impact of $1.6 million in fiscal 2018 compared with $1.4 million for fiscal 2017.

 

Net Income and Diluted Earnings per Share

(5)

The other items were recorded net of a tax impact of $5.3 million in fiscal 2018 compared with $3.7 million for fiscal 2017.

  

Fiscal 2015 compared to Fiscal 2014

(6)

Net income increased 13.9% to $241.1 million and diluted earnings per share increased 16.1% to $5.71 during fiscal 2015 compared to fiscal 2014. Drivers of the increase in net income and earnings per share during fiscal 2015 include revenue growth of 9.4%, income tax benefits of $8.8 million, foreign currency benefits of $4.0 million and a decrease in diluted shares outstanding of 1.7%. These net income drivers were partially offset by incremental employee compensation expense within cost of services due to the hiring of 721 net new employees during the last 12 months and after-tax charges of $2.2 million and $2.1 million related to changes in the senior leadership of our sales teams and the vesting of performance-based equity instruments, respectively.

Fiscal 2014 compared to Fiscal 2013

Net income increased 6.5% to $211.5 million and diluted earnings per share increased 10.6% to $4.92 during fiscal 2014 as compared to fiscal 2013. Drivers of the increase included a 7.3% rise in revenues, lower stock-based compensation as a result of the fiscal 2013 after-tax charge of $12.9 million and a 3.7% decrease in diluted shares outstanding from share repurchases. These increases were partially offset by a higher annual effective tax rate from the expiration of the U.S. Federal R&D tax credit, incremental employee compensation within cost of services due to the hiring of 202 net new software engineers and 70 net new consultants, a rise in third party data costs from additional users and clients added and higher employee T&E. 

Details may not sum to total due to rounding

 


 

Liquidity

 

The table below, for the periods indicated, provides selected cash flow information (in thousands):information:

 

Years Ended August 31,

 

2015

  

2014

  

2013

 
          

Net cash provided by operating activities

 $306,442  $265,023  $269,809 

Capital expenditures(1)

  (25,682)  (17,743)  (18,517)

Free cash flow(2)

 $280,760  $247,280  $251,292 

Net cash used in investing activities

 $(64,877) $(70,708) $(20,412)

Net cash used in financing activities

 $(187,326) $(276,729) $(238,408)

Cash and cash equivalents at end of year (August 31)

 $158,914  $116,378  $196,627 
  

Years ended August 31,

 

(in thousands)

 

2018

  

2017

  

2016

 

Net cash provided by operating activities

 $385,668  $320,527  $331,140 

Capital expenditures (1)

  (33,520)  (36,862)  (47,740)

Free cash flow (2)

 $352,148  $283,665  $283,400 

Net cash used in investing activities

 $(48,531) $(347,306) $(158,408)

Net cash used in financing activities

 $(320,037) $(8,161) $(91,002)

Cash and cash equivalents at end of year

 $208,623  $194,731  $228,407 

 

 

 

(1)

Included in net cash used in investing activities during each fiscal year reported.

  

 

(2)

FWe define freeree cash flow is defined as cash provided by operating activities, which includes the cash cost for taxes and changes in working capital, less capital expenditures. The presentation of free cash flow is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. We use free cash flow, a non-GAAP measure, both in presenting our results to stockholders and the investment community, and in our internal evaluation and management of the business. Management believes that this financial measure and the information we provide are useful to investors because it permits investors to view our performance using the same metric that we use to gauge progress in achieving our goals. Free cash flow is also an indication of cash flow that may be available to fund further investments in future growth initiatives.

 

Fiscal 20152018 compared to Fiscal 20142017

Cash and cash equivalents aggregated to $158.9$208.6 million, or 22%14.7% of our total assets at August 31, 2015,2018, compared with $116.4$194.7 million, or 18%13.8% of our total assets at August 31, 2014.2017. Our cash and cash equivalents increased $42.5$13.9 million during fiscal 20152018 due to net cash provided by operationsoperating activities of $306.4$385.7 million $71.5and $71.6 million in proceeds from the exercise of employee stock options, $35.0 million in proceeds from long-term debt and $28.9 million in tax benefits from share-based payment arrangements.options. These cash inflows arewere partially offset by $34.8$89.4 million in cash paiddividend payments, $33.5 million of capital expenditures, $15.0 million related to acquire businesses, $252.8a business investment, $3.2 million from the effects of foreign currency translations and $303.9 million in share repurchases, dividend payments of $66.6which included $302.4 million capital expenditures of $25.7 millionunder the existing share repurchase program and purchases of investments, net of proceeds, of $4.4 million.

Free cash flow for fiscal 2015 was $280.8 million, exceeding net income by 16%. Free cash flow generated during fiscal 2015 was attributable to $241.1 million of net income, $37.6 million of positive working capital changes and $27.8$1.5 million in non-cash expenses less $25.7 million in capital expenditures.Working capital improvements were derivedshares repurchased from lower income tax payments and increased accounts payable and accrued expenses dueemployees to the timingcover their cost of payments partially offset by a rise in accounts receivable compared to the prior year. The rise in accounts receivable was due to our year over year revenue growth. Our accounts receivable balance astaxes upon vesting of August 31, 2015 rose by only 5.2% compared to the year ago period, while revenue growth grew by 9.4% year over year. This fact pattern was primarily due to a decrease in our days sales outstanding (“DSO”), which was lowered to 33 days as of August 31, 2015 compared to 34 days as of August 31, 2014.restricted stock.

 

Net cash used in investing activities was $64.9$48.5 million duringin fiscal 2015,2018, representing a $298.8 million decrease of $5.8from fiscal 2017. This reduction was primarily due to decreased acquisition activity with $15.0 million overinvested in fiscal 2018 compared to $303.1 million largely related to the priorBI-SAM Technologies (“BISAM”) and Vermilion Holdings Limited (“Vermilion”) acquisitions in fiscal 2017. Additionally, cash used in investing activities decreased year over year due to lower capital expenditures of $3.3 million and a $12.1 million decrease in cash used in business acquisitions and a $1.7the purchase of investments (net of proceeds) of $7.4 million increase in proceeds from sales of short-term investments, net of purchases, partially offset by a $7.9 million increase in cash used for capital expenditures.year over year

 

NetDuring fiscal 2018, net cash used in financing activities was $187.3$320.0 million, duringrepresenting a $311.9 million increase from fiscal 2015. Of this total, $252.82017. This increase was due to $275.0 million relatedin proceeds (net of repayment) from the issuance of long-term debt in fiscal 2017 that did not occur in fiscal 2018. In addition, the decrease was due to higher dividend payments of $8.5 million, an increase in share repurchases of $43.0 million, and a change in the presentation of tax benefits from share-based payment arrangements due to the repurchaseadoption of 1.7 million shares under the existing share repurchase program and $66.6 millionaccounting standard update, which required us to disclose benefits from stock option exercises as an operating cash inflow instead of a financing activity. This presentation change was for the payment of regular quarterly dividends. Partially offsetting these uses ofadopted prospectively beginning with fiscal 2018. These cash outflows were proceeds received from employee stock plans totaling $71.5 million, related tax benefits of $28.9 million and long-term debt of $35.0 million. Net cash used in financing activities was $89.4 million lower in the current year due to a $36.3 millionpartially offset by an increase in proceeds from employee stock option exercises and its related income tax benefits, proceeds from long-term debtplans of $35.0 million and a decrease in share repurchases of $23.6$21.6 million. These positive cash movements were partially offset by an incremental $5.5 million in dividend payments due to the 12.8% increase in our regular quarterly dividend, beginning in May 2015.

 

We expect that for at least the next 12 months, our operating expenses will continue to constitute a significant use of our cash. Additionally, to fund our acquisition of Portware, LLC (“Portware”), announced on September 22, 2015, and closed on October 16, 2015, we entered into an amendment (the “Second Amendment”) dated as of September 21, 2015, amending and expanding the existing credit agreement dated February 6, 2015 and borrowed an additional $265.0 million on October 16, 2015. The maturity date on all outstanding loan amounts is September 21, 2018. For more information on the Portware acquisition, seeNote 21,Subsequent Events,in the Notes to the Company’s Consolidated Financial Statements included in Item 8.


As of August 31, 2015,2018, our total cash and cash equivalents worldwide was $158.9$208.6 million, with $35.0$574.8 million in outstanding borrowings.borrowings (net of $0.2 million of unamortized debt issuance costs). Approximately $35.5$30.9 million of our total available cash and cash equivalents is held in bank accounts located within the U.S., $93.2$134.3 million in Europe (predominantly within the UK, France, and France)Germany) and the remaining $30.2$43.4 million is held in the Asia Pacific.Pacific segment. We believe our liquidity (including cash on hand, cash from operating activities and other cash flows that we expect to generate) within each geographic segment will be sufficient to meet our short-term and longer-termlong-term operating requirements, as they occur, including working capital needs, capital expenditures, dividend payments, stock repurchases, growth objectives and other financing activities. In addition, we expect existing foreign cash, cash equivalentequivalents and cash flows from operations to continue to be sufficient to fund our foreign operating activities and cash commitments for investing activities, such as capital expenditures, for at least the next 12 months and thereafter for the foreseeable future.

 

Free cash flow generated in fiscal 2018 was $352.1 million, an increase of 24.1% compared to $283.7 million in fiscal 2017. Free cash flow was attributable to $267.1 million of net income, $87.0 million of non-cash items, $31.6 million of working capital changes, less $33.5 million in capital expenditures. The year over year free cash flow growth was driven by positive working capital changes totaling $47.6 million and lower capital expenditures of $3.3 million. Working capital improved year over year due to timing of supplier payments and payroll, stabilization of our days sales outstanding (“DSO”) at 41 days and the adoption of an accounting standard update for share-based payments, which required the presentation of benefits from stock options exercised to be reported as an operating activity, when in prior periods it was reported as a financing activity.


Fiscal 20142017 compared to Fiscal 20132016

Cash and cash equivalents aggregated to $116.4$194.7 million, or 18%13.8% of our total assets at August 31, 2014,2017, compared with $196.6$228.4 million, or 28%22.4% of our total assets at August 31, 2013.2016. Our cash and cash equivalents decreased $80.2$33.7 million during fiscal 20142017 due primarily to $46.9$303.1 million in cash used to acquire Revere and Matrix, $279.8paid for acquisitions (net of cash acquired), $252.8 million in share repurchases under the existing share repurchase program, dividend payments of $61.0$80.9 million, capital expenditures of $17.7$36.9 million and purchases$7.4 million from the purchase of investments net(net of proceeds, of $6.1 million.proceeds). These cash outflows arewere partially offset by cash provided by operations of $265.0$320.5 million, $52.2$275.0 million in net proceeds from long-term debt, $50.0 million in proceeds from the exercise of employee stock options, $12.0$10.3 million in tax benefits from share-based payment arrangements and $2.2$1.3 million from the effects of foreign currency.

Free cash flow for fiscal 2014 was $247.3 million, exceeding net income by 17%. Free cash flow generated during fiscal 2014 was attributable to $211.5 million of net income, $9.2 million of positive working capital changes and $44.3 million in non-cash expenses less $17.7 million in capital expenditures.Working capital improvements were derived from lower income tax payments partially offset by a rise in accounts receivable compared to the prior year.Employee stock option exercises, which reduced our tax payments, improved current year working capital. However, our days sales outstanding (“DSO”) as of August 31, 2014 rose to 34 days, up from a record low of 30 days a year ago primarily due to timing of large client payments in the prior year period.currency translations.

 

Net cash used in investing activities of $70.7was $347.3 million in fiscal 2017, which represented a $188.9 million increase from fiscal 2016 due primarily to an increase in the cash used in acquisitions and the purchases of $50.3investments (net of proceeds), partially offset by a decrease in capital expenditures. Additionally, in fiscal 2016 we recognized proceeds from the sale of our Market Metrics business of $153.1 million. Acquisitions during fiscal 2017, largely related to BISAM and Vermilion, resulted in a cash outflow of $303.1 million overcompared to a net cash outflow of $262.9 million for the Portware acquisition during fiscal 2013, is2016. Purchase of investments (net of proceeds) resulted in an increased cash outflow of $6.5 million in fiscal 2017 compared to fiscal 2016. The decrease in capital expenditures of $10.9 million was due from the fit-out of new space in New York, Chicago and at our corporate headquarters in Norwalk in fiscal 2016.Fiscal 2017 capital expenditures related primarily to the acquisitions of Reverecomputer equipment for our U.S. locations and Matrix for $46.9 millionadditional expenses at our Chicago, New York, and a $4.8 million increase in cash utilized to purchase additional short-term certificates of deposit.India locations.

 

NetDuring fiscal 2017, net cash used in financing activities was $276.7$8.2 million duringcompared to $91.0 million in fiscal 2014. Of this2016. This decrease was due primarily to FactSet entering into an accelerated share repurchase agreement (the “ASR Agreement”) to repurchase $120.0 million of our common stock in July 2016. We received 595,607 shares of common stock on July 5, 2016, which was approximately 80% of the total $275.4number of shares of common stock expected to be repurchased under the ASR Agreement. The final settlement of the ASR Agreement occurred in the first quarter of fiscal 2017 with our receiving an additional 102,916 shares of our common stock. Excluding cash used in the ASR Agreement, cash provided by financing activities in fiscal 2016 was $29.0 million, relatedresulting in a fluctuation of $37.2 million in the current year. This fluctuation was due to thean increase in cash used to repurchase common stock under our existing share repurchase program of 2.5$24.2 million, an increase in payments of regular quarterly dividends of $6.7 million, lower proceeds from employee stock plans of $6.8 million and lower tax benefits from share-based payment arrangements of $7.9 million. Cash used in share repurchases increased year over year as we repurchased 1.6 million shares for $252.8 million under the existing share repurchase program and $61.0compared to 1.5 million wasshares for the payment$232.3 million in fiscal 2016. Dividend payments increased as our Board of quarterly dividends. Partially offsetting the use of cash were proceeds received from employee stock plans totaling $52.2 million and related tax benefits of $12.0 million. Net cash used in financing activities was $38.3 million higherDirectors approved a 12.0% increase in the currentregular quarterly dividend to $0.56 per share, or $2.24 per share per annum, beginning with the dividend payment in June 2017. The year becauseover year fluctuation was also due to additional borrowings under our 2017 Credit Agreement (defined in Capital Needs) of an $85.7$575.0 million, used to fund our acquisition of BISAM on March 17, 2017 and retire our existing debt of $365.0 million. In fiscal 2016 we borrowed $265.0 million under our previous credit agreement to fund our acquisition of Portware on October 16, 2015. Refer to the Capital Resources section of the MD&A for a discussion of our long-term debt borrowings.

Free cash flow for fiscal 2017 was $283.7 million compared to $283.4 million in fiscal 2016. Free cash flow generated during fiscal 2017 was attributable to $258.3 million of net income adjusted for $78.3 million of non-cash items partially offset by $36.9 million in capital expenditures and $16.0 million of negative working capital changes. Free cash flow increased slightly from the comparable year ago period, due primarily to a reduction in proceeds from employee stock option exercises and an incremental $5.0 million in dividend repayments due to the 11% increase in our regular quarterly dividend. These increases werecapital expenditures partially offset by a decrease in share repurchasesnet cash provided by operating activities. The decrease in net cash provided by operating activities was the result of $52.3 million. Proceedshigher client receivables and the timing of taxes payments. Our DSO was 41 days as of August 31, 2017, representing an increase from employee stock exercises and its31 days at August 31, 2016. The increase in DSO was primarily related income tax benefits were lowerto the acquisitions made in the current year because the number of employee stock options exercised decreased by 1.5 million shares.year.

 

Capital Resources

 

Capital Expenditures

 

Capital expenditures were $25.7$33.5 million during fiscal 2015, up2018, down from $17.7$36.9 million a year ago. Approximately $13.8Capital expenditures of $24.2 million, or 54%,72% of our capital expenditures during fiscal 20152018 related to upgrades to existing computer systems in Norwalk, additional server equipment in our data centers located in New Jersey and Virginia, as well as laptop computers and peripherals for new and existing employees. The remainder of our capital expenditures was primarily for the build out of office space including $2.2 million at our India location, $2.8 million at our Hong Kong location and $1.5 million at our Netherlands location.


Capital expenditures were $36.9 million during fiscal 2017, down from $47.7 million in fiscal 2016. Approximately $21.4 million, or 58%, of our capital expenditures was primarily for purchasepurchases of computer equipment, including more servers for our existing data centers, purchasingadditional laptop computers and peripherals for new employees, upgradingupgrades to existing computer systems and improvingimprovements to our telecommunication equipment.The remaining 46%equipment. The remainder of our capital expenditures were used towas primarily for the build out of office space including $4.4 million at our offices primarily inChicago location, $4.4 million at our New York Texaslocations and the Philippines during fiscal 2015.$2.7 million at our India locations.

 

Capital expenditures were $17.7 million during fiscal 2014, down from $18.5 million in fiscal 2013. Approximately $13.8 million or 78% of capital expenditures during fiscal 2014 related to the purchase of computer equipment  including more servers for our existing data centers, purchasing laptop computers and peripherals for employees, upgrading existing computer systems in our data collection centers in India and the Philippines and improving telecommunication equipment.The remaining 22% of capital expenditures was used primarily to build out our San Francisco office during fiscal 2014.Needs

 

Capital NeedsLong-Term Debt

 

Long-Term Debt

On February 6, 2015,March 17, 2017, we entered into a Credit Agreement (the “Credit“2017 Credit Agreement”) between FactSet, as the borrower, and PNC Bank, of America, N.A.National Association (“PNC”), as the lender (the “Lender”). At that date, theadministrative agent and lender. The 2017 Credit Agreement providedprovides for a $35.0an unsecured $575.0 million revolving credit facility (the “Revolving“2017 Revolving Credit Facility”),. We may request borrowings under which we could request borrowingsthe 2017 Revolving Credit Facility until its maturity date of February 6, 2018.March 17, 2020. The 2017 Credit Agreement also allowedallows us, to arrange for additional borrowings for an aggregate amount of up to $265.0 million provided that any such request for additional borrowings was in a minimum amount of $25.0 million.


For purposes of funding our acquisition of Code Red on February 6, 2015, we borrowed $35.0 million in the form of a Eurodollar rate loan (the “Loan”) under the Revolving Credit Facility. The proceeds of the Loan made under the Credit Agreement could be used for permitted acquisitions and general corporate purposes. There are no prepayment penalties if we elect to prepay the Loan prior to its scheduled maturity date. The principal balance is payable in full on the maturity date. The $35.0 million we borrowed under the Loan bears interest on the outstanding principal amount at a rate equal to the Eurodollar rate plus 0.50% and is reported as long-term debt within our Consolidated Balance Sheet at August 31, 2015. The Eurodollar rate is defined in the Credit Agreement as the rate per annum equal to one-month LIBOR. Interest on the Loan is payable quarterly in arrears and on the maturity date. During fiscal 2015 we paid approximately $0.1 million in interest on our outstanding Loan amount.

On September 21, 2015, we amended the Credit Agreement to borrow an additional $265.0 million (the “Second Amendment”) in order to fund our acquisition of Portware, which was announced on September 22, 2015, and closed on October 16, 2015. The maturity date on all outstanding loan amounts (which total $300.0 million as of October 30, 2015) is September 21, 2018. The Second Amendment also allows FactSet, subject to certain requirements, to arrange for additional borrowings with the LenderPNC for an aggregate amount of up to $400.0$225.0 million, provided that any such request for additional borrowings must be in a minimum amount of $25.0 million. At our option, a borrowing may be in the form of a base rate loan or a LIBOR rate loan. Borrowings under the loan bear interest on the outstanding principal amount at a rate equal to the daily LIBOR rate plus a spread using a debt leverage pricing grid currently at 1.00%. Interest on the loan outstanding is payable quarterly in arrears and on the maturity date. There are no prepayment penalties if we elect to prepay the outstanding loan amounts prior to the scheduled maturity date. The principal balance is payable in full on the maturity date.

 

In conjunction with our entrance into the 2017 Credit Agreement, we borrowed $575.0 million in the form of a LIBOR rate loan under the 2017 Revolving Credit Facility. Proceeds from the 2017 Revolving Credit Facility were also used to fund our acquisition of BISAM.

All outstanding loan amounts are reported as Long-term debt within the Consolidated Balance Sheet, presented net of related loan origination fees at August 31, 2018. The loan origination fees are amortized into interest expense over the term of the loan using the effective interest method. During fiscal years 2018, 2017 and 2016, we recorded interest expense of $15.9 million, $8.4 million and $3.0 million, respectively, on our outstanding debt amounts. As of August 31, 2015, we owed2018, no commitment feesfee was owed by us since we borrowed the then-fullfull amount ofunder the Revolving2017 Credit Facility on February 6, 2015. Other feesAgreement.

In fiscal 2017, FactSet incurred such asapproximately $0.4 million in legal costs to draft and review the 2017 Credit Agreement, totaled less than $0.1 million andAgreement. These costs were capitalized as loan origination fees. These loan origination fees and are being amortized tointo interest expense over the term of the Loanloan using the effective interest method and totaled less than $0.1 million in fiscal 2015.method.

 

The 2017 Credit Agreement containscontained covenants restricting certain FactSet activities, which are usual and customary for this type of loan. In addition, the 2017 Credit Agreement requiresrequired that weFactSet maintain a consolidated leverage ratio, as measured by total funded debt/EBITDA below a specified level as of the end of each fiscal quarter. We were in compliance with all of the covenants of the 2017 Credit Agreement as of August 31, 2015.2018 and 2017.

 

As of August 31, 2015,2018, the fair value of our long-term debt was $35.0$575.0 million, which we believe approximatesapproximated the carrying amount as the terms and interest rates approximate market rates given its floating interest rate basis.

 

Letters of Credit

From time to time, we are required to obtain letters of credit in the ordinary course of business. Approximately $1.0$2.0 million of standby letters of credit have been issued in connection with our current leased office spacespaces as of August 31, 2015.2018. These standby letters of credit contain covenants that, among other things, require us to maintain minimum levels of consolidated net worth and certain leverage and fixed charge ratios. As of August 31, 20152018 and 2014,2017, we were in compliance with all covenants contained in the standby letters of credit.

 

Foreign Currency

 

Foreign Currency Exposure

 

Certain wholly owned subsidiaries within the European and Asia Pacific segments operate under a functional currency different from the U.S. dollar. The financial statements of these foreign subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities and average rates for the period for revenues and expenses. Translation gains and losses that arise from translating assets, liabilities, revenues and expenses of foreign operations are recorded in accumulated other comprehensive loss(loss) income as a component of stockholders’ equity.

 


Our

Over the next 12 months, our non-U.S. dollar denominated revenues expected to be recognized over the next twelve months are estimated to be $30.7$92.8 million while our non-U.S. dollar denominated expenses are estimated to be $205.4$324.5 million, which translates into a net foreign currency exposure of $174.7$231.7 million. Our foreign currency exchange exposure is related to our operating expense base in countries outside the U.S., where approximately 70%74% of our employees arewere located as of August 31, 2015.2018. During fiscal 2015,2018, foreign currency movements increaseddecreased operating income by $11.2$1.3 million, as compared to a $1.7$7.1 million decreaseincrease to operating income duringfor fiscal 2014.2017.

 

Foreign Currency Hedges

As of August 31, 2015,2018, we maintained the following foreign currency forward contracts to hedge our foreign currency exposure:exposures:

 

 

Philippine Peso – foreign currency forward contracts to hedge approximately 75% of our Philippine Peso exposure through the fourth quarter of fiscal 2020.

Indian Rupee- foreign currency forward contracts to hedge approximately 75% of our Indian Rupee exposure through the third quarter of fiscal 2019 and 50% of its exposure from the fourth quarter of fiscal 2019 through the end of the second quarter of fiscal 2018.2020.


 

 

Euro – foreign currency forward contracts to hedge approximately 50% of our Euro exposure through the third quarter of fiscal 2019.

British PoundSterling-foreign currency forward contracts to hedge approximately 50% of our British Pound Sterling exposure through the secondthird quarter of fiscal 2016.

Euro -foreign currency forward contracts to hedge approximately 50% of our Euro exposure through the fourth quarter of fiscal 2016.2019.

 

As of August 31, 2015,2018, the gross notional value of foreign exchangecurrency forward contracts to purchase Philippine Pesos with U.S. dollars was PHP 2.8 billion, to purchase Indian Rupees with U.S. dollars was Rs. 4.0 billion. The gross notional value of foreign exchange contracts3.6 billion, to purchase Euros with U.S. dollars was € 22.0 million and to purchase British Pound Sterling with U.S. dollars was £10.5£14.0 million. The gross notional value of foreign exchange contracts to purchase Euros with U.S. dollars was €18.1 million.

There were no other outstanding foreign exchangecurrency forward contracts as of August 31, 2015.2018. A lossgain on derivatives of $0.6$3.1 million was recorded into operating income during fiscal 2015,2018, compared to a loss of $0.3$2.9 million a year ago.in fiscal 2017.

 

Off-Balance Sheet Arrangements

 

At August 31, 20152018 and 2014,2017, we had no off-balance sheet financing or other arrangements with unconsolidated entities or financial partnerships (such as entities often referred to as structured finance or special purpose entities) established for purposes of facilitating off-balance sheet financing or other debt arrangements or for other contractually limited purposes.

 

Share Repurchase Program

 

On December 15, 2014, our Board of Directors approved a $300 million expansion of the existing share repurchase program. Repurchases will be made from time to time in the open market and privately negotiated transactions, subject to market conditions. No minimum number of shares to be repurchased has been fixed. There is no timeframe to complete the repurchase program and it is expected that share repurchases will be paid from existing and future cash generated by operations.

DuringIn fiscal 2015,2018, we repurchased 1.71.5 million shares for $302.4 million compared to 1.6 million shares for $252.8 million in fiscal 2017 under the existing share repurchase program as comparedprogram. Over the last 12 months, we have returned $393.4 million to 2.5stockholders in the form of share repurchases and dividends. On March 26, 2018, our Board of Directors approved a $300.0 million sharesexpansion of the existing share repurchase program. Subsequent to this expansion, $431.2 million is available for $275.4future share repurchases. As of August 31, 2018, $241.7 million during fiscal 2014. Including the expansion, $134.2 million remains authorizedis available for future share repurchases as of August 31, 2015.under the existing share repurchase program.

 

Contractual Obligations

 

Fluctuations in our operating results, the degree of success of our accounts receivable collection efforts, the timing of tax and other payments as well as necessary capital expenditures to support growth of our operations will impact our liquidity and cash flows in future periods. The effect of our contractual obligations on our liquidity and capital resources in future periods should be considered in conjunction with the factors mentioned here. As of August 31, 2018, we had total purchase commitments of $79.0 million, which was comparable to the prior year commitments of $81.0 million, reflecting no material changes with suppliers during fiscal 2018.


 

The following table summarizes our significant contractual obligations as of August 31, 20152018 and the corresponding effect that these obligations will have on our liquidity and cash flows in future periods (in millions):periods:

 

 

  

Payments due by period

 
  

2016

   2017-2018   2019-2020  

2021 and thereafter

  

Total

 

Operating lease obligations(1)

 $22.7  $55.4  $46.1  $145.9  $270.1 

Purchase commitments(2)

  60.7   3.8   0.7      65.2 

Loan outstanding(3)

        35.0      35.0 

Total contractual obligations by period(4)

 $83.4  $59.2  $81.8  $145.9  $370.3 

  Payments due by period  

(in millions)

 

2019

   2020-2021   2022-2023  

2024 and thereafter

  

Total

  

Operating lease obligations(1)

 $41.1  $73.4  $63.3  $230.0  $407.8  

Purchase commitments(2)

  75.8   3.2         79.0  

Long-term debt obligations(3)

     575.0         575.0  

Total contractual obligations by period(4)

 $116.9  $651.6  $63.3  $230.0  $1,061.8  

 

 

(1)

Operating lease amounts include future minimum lease payments under all our non-cancelable operating leases with an initial term in excess of one year. For more information on ourour operating leases, see Note 18,19, Commitments and Contingencies, in the Notes to the Company’s Consolidated Financial Statements included in Item 8.8 of this Report on Form 10-K.

  

 

(2)

Purchase commitments represent payments due in future periods in respect of obligations to our various data vendors as well as commitments to purchase goods and services such as telecommunication and, computer maintenance and consulting services.

  

 

(3)

Represents the amount due under the Company’s Loan under its Revolving2017 Credit Facility entered into on February 6, 2015.Agreement.

  

 

(4)

Non-current income taxes payable of $6.8 $11.5million and non-current deferred tax liabilities of $1.7$24.9 million have been excluded in the table above due to uncertainty regarding the timing of future payments.

 

Purchase orders do not necessarily reflect a binding commitment but are merely indicative of authorizations and intention to conclude purchases in the future. For the purpose of this tabular disclosure, purchase obligations for goods and services are defined as agreements that are enforceable and legally binding on us and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. It is expected that all the contractual obligations noted in the table will be funded from existing cash and cash flows from operations. Expected timing pertaining to the contractual obligations included in the table above has been estimated based on information currently available. The amounts paid, and the timing of those payments may differ based on when the goods and services provided by our vendors to whom we are contractually obligated are actually received as well as due to changes to agreed-upon amounts for any of our obligations.

 


On February 14, 2018, we entered into a new lease to relocate our corporate headquarters to 45 Glover Avenue in Norwalk, Connecticut. The new location will comprise approximately 173,000 square feet of office space. We expect to take possession of the newly leased property on or around January 1, 2019 for fit-out purposes. We will continue to occupy our existing headquarters space until the new headquarters property is ready for occupancy, currently estimated to be in the second quarter of fiscal 2020.

 

Including new lease agreements executed during fiscal 2018, our worldwide leased office space increased to approximately 1,750,000 square feet at August 31, 2018, up 607,000 square feet, or 54.0% from August 31, 2017. This increase was primarily related to additional office space in the Philippines and the new headquarters lease signed in February 2018. Future minimum requirements for our operating leases in place as of August 31, 2018 totaled $407.8 million, an increase from $281.7 million as of August 31, 2017, primarily due to the additional office space in the Philippines and new leased space for headquarters in Norwalk, Connecticut mentioned above.

As disclosed earlier in theCapital Resources section of this MD&A, we entered into the 2017 Credit Agreement on March 17, 2017 and borrowed $35.0$575.0 million. In conjunction with the 2017 Credit Agreement, FactSet retired its outstanding loan amount of $365.0 million under the previous credit agreement.

With the exception of the new leases entered in the formordinary course of a Eurodollar rate loanbusiness, there were no other significant changes to fund the acquisition ofCode Red in February 2015. The $35.0 million loan matures on September 21, 2018, and there are no prepayment penalties in the event that we elect to prepay the loan prior to its scheduled maturity date. The amount borrowed bears interest on the outstanding principal amount at a rate equal to the Eurodollar rate plus 0.50% and is reported as long-term debt within our Consolidated Balance Sheet at August 31, 2015.contractual obligations during fiscal 2018.

 

Dividends

 

On May 12, 2015,7, 2018, our Board of Directors approved a 12.8%14.3% increase in the regular quarterly dividend beginning with the dividend payment inon June 201519, 2018, which was $0.44$0.64 per share, or $1.76 per share per annum. This is the 10th consecutive year that our annual dividend has been increased by more than 10%, resulting in a five year annual dividend growth rate of 14%.share. With our dividends and our share repurchases, in the aggregate, we have returned $322.8$393.4 million to stockholders over the past 12 months.

During fiscal years 2015 and 2014, our Board of Directors declared the following dividends: 

Declaration Date

 

Dividends Per
Share of
Common Stock

 

Type

Record Date

 

Total $ Amount
(in thousands)

 

Payment Date

August 10, 2015

 $0.44 

Regular (cash)

August 31, 2015

 $18,179 

September 15, 2015

May 12, 2015

 $0.44 

Regular (cash)

May 29, 2015

 $18,274 

June 16, 2015

February 11, 2015

 $0.39 

Regular (cash)

February 27, 2015

 $16,236 

March 17, 2015

November 12, 2014

 $0.39 

Regular (cash)

November 28, 2014

 $16,216 

December 16, 2014

August 14, 2014

 $0.39 

Regular (cash)

August 29, 2014

 $16,299 

September 16, 2014

May 5, 2014

 $0.39 

Regular (cash)

May 30, 2014

 $16,386 

June 17, 2014

February 11, 2014

 $0.35 

Regular (cash)

February 28, 2014

 $14,827 

March 18, 2014

November 14, 2013

 $0.35 

Regular (cash)

November 29, 2013

 $15,046 

December 17, 2013

All of the above cash dividends were paid from existing cash resources. Future cash dividends will depend on our earnings, capital requirements, financial condition and other factors considered relevant by us and is subject to final determinationwe consider relevant. Dividends must be authorized by our Board of Directors.

 


SignificantAccounting Policies

During fiscal years 2018 and 2017, our Board of Directors declared the following dividends on our common stock:

Year Ended

 

Dividends per

Share of

Common Stock

 

Record Date

 

Total $ Amount

(in thousands)

 

Payment Date

Fiscal 2018

          

First Quarter

 $0.56 

November 30, 2017

 $21,902 

December 19, 2017

Second Quarter

 $0.56 

February 28, 2018

 $21,799 

March 20, 2018

Third Quarter

 $0.64 

May 31, 2018

 $24,566 

June 19, 2018

Fourth Quarter

 $0.64 

August 31, 2018

 $24,443 

September 18, 2018

           

Fiscal 2017

          

First Quarter

 $0.50 

November 30, 2016

 $19,852 

December 20, 2016

Second Quarter

 $0.50 

February 28, 2017

 $19,709 

March 21, 2017

Third Quarter

 $0.56 

May 31, 2017

 $21,951 

June 20, 2017

Fourth Quarter

 $0.56 

August 31, 2017

 $21,853 

September 19, 2017

All the above cash dividends were paid from existing cash resources on a quarterly basis.

 

Significant Accounting Policies

We describe our significant accounting policies in Note 3,Summary of SignificantAccounting Policies, of the Notes to our Consolidated Financial Statements included in Item 8 below.

 

Critical AccountingEstimates

 

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors. In addition, there are other items within our consolidated financial statements that require estimation but are not deemed critical as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.

 

Business Combinations

 

We record acquisitions using the purchase method of accounting. All of the assets acquired, liabilities assumed, contractual contingencies and contingent consideration are recognized at their fair value on the acquisition date. The application of the purchase method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. Our estimates are based on historical experience, information obtained from the management of the acquired companies, and when appropriate, includesinclude assistance from independent third partythird-party appraisal firms. Our significant assumptions and estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable. In addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of such estimates.

 


Performance-based Equity Awards

 

We have an employee stock-based compensation plan, which allows for the issuance of performance-based equity awardsPerformance-based stock options require management to employees. Accounting guidance requires the measurement and recognition of compensation expense for all performance-based equity awards made to employees based on the estimated fair values of the awards that are expected to vest. At the end of each reporting period, management must make assumptions regarding the likelihood of achieving our performance targetsbecause thetargets. The number of stockperformance-based options that vest will be predicated on us achieving these levels.performance levels during the measurement period subsequent to the date of grant. Depending on the financial performance levels we achieve, a percentage of the performance-based stock options will vest to the grantees of those stock options. However, there is no current guarantee that such options will vest in whole or in part.

July 2012February 2015 Performance-based Option Grant Review

In July 2012,connection with the acquisition of Code Red, we granted 241,54668,761 performance-based employee stock options which are eligible to vest in 20% tranches depending upon future StreetAccount user growth through August 31, 2017. Duringduring the fourth quarter of fiscal 2013, the first growth target as outlined within the terms of the grant was achieved, thus 20% or 48,314 options vested on August 31, 2013. The second 20% tranche vested on August 31, 2014 as a result of accelerated expansion of Street Account users during fiscal 2014. During the fourth quarter of fiscal 2015 that are eligible to cliff vest based on a four-year measurement period ending February 28, 2019. In the third growth targetsecond quarter of fiscal 2018, we modified the vesting criteria of the grant, which resulted in 40% of the options being deemed eligible to vest, with the remaining options forfeited. No cumulative catch-up adjustment was achieved, thusrequired because we had expected the third 20% tranche vested on August 31, 2015.40% level to be achieved. The option holders must remain employed by FactSet through February 28, 2019 for the options to vest. As of August 31, 2015, we estimate that the fourth 20% tranche will vest by August 31, 2017, resulting in2018, total unamortized stock-based compensation expense of $0.6$0.4 million towill be recognized as expense over the remaining vesting period of 2.00.4 years.


January 2017 Performance-based Option Grant Review

In connection with the acquisition of Vermilion, we granted 61,744 performance-based stock options in January 2017. These performance-based options will vest 40% on the second anniversary date of the grant and 20% on each subsequent anniversary date if certain Vermilion revenue and operating income targets are achieved by November 30, 2018. The option holders must also remain employed by FactSet for the options to be eligible to vest. As of August 31, 2018, we do not believe these growth targets are probable of being achieved, and as such, no stock-based compensation expense is expected to be recognized in connection with these performance-based options. A change up or down, in the actual financial performance levels achieved by StreetAccountVermilion in future periods could result in the following changes to the current estimate of the vesting percentage and related expense:

(in thousands, except vesting percentage data)

 

Vesting Percentage

 

 

Cumulative

Catch-up Adjustment(1)

  

Remaining Expense

to be Recognized

 

0% (current expectation)

 $  $ 

100%

 $613  $1,272 

(1)

Amount represents the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2018

June 2017 Performance-based Option Grant Review

In connection with the acquisition of BISAM, we granted 206,417 performance-based stock options in June 2017. These performance-based options will vest 40% on the second anniversary date of the grant and 20% on each subsequent anniversary date if certain BISAM revenue and operating income targets are achieved by March 31, 2019. The option holders must also remain employed by FactSet for the options to be eligible to vest. As of August 31, 2018, we do not believe these growth targets are probable of being achieved, and as such, no stock-based compensation expense is expected to be recognized in connection with these performance-based options. A change in the actual financial performance levels achieved by BISAM in future fiscal years could result in the following changes to the current estimate of the vesting percentage and related expense (in thousands):expense:

 

Vesting

Percentage

 

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 

Fourth 20% tranche(current expectation)

 $0  $619 

Fifth 20% tranche

 $1,216  $1,003 

(in thousands, except vesting percentage data)

 

Vesting Percentage

 

 

Cumulative

Catch-up Adjustment(1)

  

 

Remaining Expense

to be Recognized

 

0%(current expectation)

 $  $ 

80%

 $1,658  $5,449 

90%

 $1,866  $6,130 

100%

 $2,073  $6,811 

 

* Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2015. 

(1)

Amount represents the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2018.

 

November 2012 Annual Employee Performance-based Option Grant Review

In November 2012, we granted 1,011,510 performance-based employee stock options. The number of performance-based options that would become eligible to vest was based upon the Company achieving performance levels for both organic ASV and diluted earnings per share during the two fiscal years ended August 31, 2014. Based upon the actual growth in organic ASV and diluted EPS through August 31, 2014, 20%, or 185,014 (net of options forfeited through the end of fiscal 2014), of the previously granted shares became eligible to vest on August 31, 2014. The remaining 80% of the performance-based options previously granted were recorded as forfeitures in the fourth quarter of fiscal 2014.As of the end of fiscal 2015, total unamortized stock-based compensation expense of $0.9 million will be recognized over the remaining vesting period of 2.1 years in connection with this grant.

February 2015 Performance-based Option Grant Review

In connection with our acquisition of Code Red during the second quarter of fiscal 2015, we granted 137,522 performance-based stock options. These performance-based options are eligible to vest four years from date of grant if certain Code Red ASV and operating margin targets are achieved over the measurement period. The option holders must also remain employed by FactSet to be eligible to vest. Of the total grant, 68,761 performance-based options are eligible for vesting based on achieving the growth targets over a four year measurement period ending February 28, 2019 and the remaining 68,761 options are eligible to cliff vest based on a two year measurement period ending February 28, 2017. As of August 31, 2015, total unamortized stock-based compensation of $2.1 million will be recognized as expense over the remaining vesting period of 3.4 years. A change, up or down, in the actual financial performance levels achieved by Code Red in future fiscal years could result in the following changes to the current estimate of the vesting percentage and related expense (in thousands):

Vesting

Percentage

 

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 
0% $(338) $0 
10% $(253) $516 

40%(current expectation)

 $0  $2,063 
70% $253  $3,609 
100% $506  $5,156 

* Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2015. 

Other Performance-based Option Grants

In connection with the acquisitions of Matrix and Revere, we granted 165,949 and 36,695 performance-based stock options, respectively, during fiscal 2014. The performance-based options granted in connection with the acquisition of Matrix will vest only if ASV and operating margin targets related to the Matrix business are met during a five year measurement period ending December 23, 2018, and the option holders remain employed by FactSet. As of August 31, 2015 we do not believe these targets are probable of being achieved, and as such, no stock-based compensation expense is expected to be realized in connection with these options. Of the 36,695 performance-based stock options granted in connection with the Revere acquisition, 18,553 options became eligible to vest based upon the achievement of certain ASV and operating margins during the measurement period ending August 31, 2015. This results in unamortized stock-based compensation expense of $0.4 million to be recognized over the remaining vesting period of 3.0 years. Of the remaining 18,142 performance-based options previously granted, 6,184 were recorded as forfeitures in the fourth quarter of fiscal 2015 while the remaining 11,958 vest 80% after four years if the measurement criterion is achieved over the four year period ending August 31, 2017.


Accrued Compensation

 

We make significant estimates in determining our accrued compensation. Approximately 15%Annual cash-based awards that are variable and discretionary in nature represent approximately 10% of our totalCompany’s employee incentive compensation is variable and discretionary.program. We conduct a final review of Company, departmental and departmental individual performance each year end to determine the amount of discretionary employee compensation. We also review compensation throughout the year to determine how overall performance tracks against management’s expectations. Management takes these and other factors, including historical performance, into account in reviewing accrued compensation estimates on a quarterly basis and adjustingadjusts accrual rates as appropriate. TheAs of August 31, 2018, and 2017, the amount of the variable employee compensation recorded within accrued compensation was $38.6$43.6 million and $37.3$39.2 million, respectively.

Goodwill and Intangible Assets

Goodwill is not amortized as it is estimated to have an indefinite life. At least annually, we are required to test goodwill at the reporting unit level for potential impairment, and, if impaired, write down to fair value based on the present value of discounted cash flows. Our reporting units evaluated for potential impairment were the U.S., Europe and Asia Pacific, which is aligned with how the chief operating decision making group (“CODMG”), composed of the CEO and executive management, manages the business and the demographic markets we serve. The three reporting units are consistent with the operating segments reported as there is no discrete financial information available for the subsidiaries or business units within each operating segment. The impairment test requires management to make judgments in connection with these reporting units, including assigning assets, liabilities, goodwill and other indefinite-lived intangible assets to reporting units and determining the fair value of each reporting unit.


Our impairment analysis contains uncertainties as it requires management to make assumptions and apply judgment to estimate industry and economic factors including market conditions, legal and technological factors and the profitability of our business strategies. It is our policy to conduct impairment testing based on our current business strategies taking into consideration present industry and economic conditions, as well as future expectations. We have not made any material changes in our impairment analysis methodology during the past three fiscal years. While we do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to test for goodwill impairment losses, we may be exposed to an impairment charge that could be material if actual results are not consistent with our estimates and assumptions. Future events could cause us to conclude that indicators of impairment do exist, and that goodwill associated with our previous acquisitions is impaired, which could result in an impairment loss in our Consolidated Statements of Income and a write-down of the related asset.

We performed our annual goodwill impairment test during the fourth quarter of fiscal 2018, consistent with the timing of previous years. It was determined that there was no impairment, with the fair value of each of the Company’s reporting units significantly exceeding carrying value. The carrying value of goodwill as of August 31, 20152018 and 2014,2017, was $701.8 million and $707.6 million, respectively.

 

Our identifiable intangible assets consist of acquired content databases, client relationships, software technology, non-compete agreements and trade names resulting from acquisitions, which have been fully integrated into our operations. We amortize intangible assets over their estimated useful lives, which are evaluated quarterly to determine whether events and circumstances warrant a revision to the remaining period of amortization. The weighted average useful life of our acquired identifiable intangible assets at August 31, 2018 was 11.5 years. If the estimate of the remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over that revised remaining useful life. There were no adjustments to the useful lives of intangible assets subject to amortization during any of the periods presented. These intangible assets had no assigned residual values as of August 31, 2018 and 2017.

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for intangible assets that management expects to hold, and use is based on the amount the carrying value exceeds the fair value of the asset. No indicators of impairment of intangible assets has been identified during any of the periods presented. Our ongoing consideration of the recoverability could result in impairment charges in the future, which could adversely affect our results of operations. The carrying value of intangible assets as of August 31, 2018 and 2017, was $148.9 million and $173.5 million, respectively.

Long-lived Assets

 

Long-lived assets, comprised of property, equipment and leasehold improvements are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that may cause an impairment review include significant changes in technology that make current computer-related assets that we use in our operations obsolete or less useful, and significant changes in the way we use these assets in our operations. When evaluating long-lived assets for potential impairment if impairment indicators are present, we first compare the carrying value of the asset to the asset’s estimated future cash flows (undiscounted and without interest charges). If the estimated future cash flows are less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to the asset’s estimated fair value, which may be based on estimated future cash flows (discounted and with interest charges). We recognize an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. If we recognize an impairment loss, the adjusted carrying amount of the asset becomes its new cost basis. The new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Using the impairment evaluation methodology described herein,here, there have been no long-lived asset impairment charges for each of the last three years. The carrying value of long-lived assets as ofwas $100.5 million in both years ended August 31, 20152018 and 2014 was $59.3 million and $57.6 million, respectively.2017.

 

Our impairment loss calculations contain uncertainties because they require management to make assumptions and to apply judgment to estimate future cash flows and asset fair values, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows. We have not made any material changes in our impairment loss assessment methodology during the past three fiscal years. We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate long-lived asset impairment losses. However, if actual results are not consistent with our estimates and assumptions used in estimating future cash flows and asset fair values, we may be exposed to losses that could be material.

 

Goodwill and Intangible Assets

We are required to test goodwill and other intangible assets for impairment annually, or more frequently if impairment indicators occur. The impairment test requires management to make judgments in connection with identifying reporting units, assigning assets and liabilities to reporting units, assigning goodwill and other indefinite-lived intangible assets to reporting units and determining the fair value of each reporting unit. FactSet has three reporting units, which are consistent with the operating segments reported as there is no discrete financial information available for the subsidiaries within each operating segment. The reporting units evaluated for potential impairment were the U.S., Europe and Asia Pacific, which reflects the level of internal reporting we use to manage our business and operations.

We complete our impairment evaluation by performing internal valuation analyses and consider other publicly available market information. Goodwill is tested for impairment based on the present value of discounted cash flows, and, if impaired, written down to fair value based on discounted cash flows. This analysis contains uncertainties as it requires management to make assumptions and apply judgment to estimate industry economic factors including market conditions, legal and technological factors and the profitability of future business strategies. It is our policy to conduct impairment testing based on our current business strategy in light of present industry and economic conditions, as well as future expectations. We have not made any material changes in our impairment loss assessment methodology during the past three fiscal years. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to test for goodwill impairment losses. However, if actual results are not consistent with our estimates and assumptions, we may be exposed to an impairment charge that could be material. Future events could cause us to conclude that indicators of impairment do exist and that goodwill associated with our previous acquisitions is impaired, which could result in an impairment loss in our Consolidated Statements of Income and a write-down of the related asset.


 

We performed our annual goodwill impairment test during the fourth quarter of fiscal 2015, consistent with previous years, at which time it was determined that there were no indications of impairment, with the fair value of each of the Company’s reporting units significantly exceeding carrying value.The carrying value of goodwill as of August 31, 2015 and 2014 was $308.3 million and $285.6 million, respectively.

Intangible assets consist of certain acquired content databases, client relationships, software technology, non-compete agreements and trade names resulting from previous acquisitions and depending on the nature of the intangible asset, are amortized on either a straight-line or an accelerated basis using estimated useful lives ranging between two and twenty years. The remaining useful lives of intangible assets subject to amortization are evaluated quarterly to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of the remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over that revised remaining useful life. There were no adjustments to the useful lives of intangible assets subject to amortization during any of the periods presented. These intangible assets have no assigned residual values as of August 31, 2015 and 2014. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for intangible assets that management expects to hold and use is based on the amount the carrying value exceeds the fair value of the asset. No impairment of intangible assets has been identified during any of the periods presented. The carrying value of intangible assets as of August 31, 2015 and 2014 was $40.1 million and $41.9 million, respectively. Our ongoing consideration of the recoverability could result in impairment charges in the future, which could adversely affect our results of operations.

Estimated Tax Provision and Tax Contingencies

 

We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Our tax provision is an estimate based on our understanding of laws in Federal, state and foreign tax jurisdictions. These laws can be complicated and are difficult to apply to any business, including ours. The tax laws also require us to allocate our taxable income to many jurisdictions based on subjective allocation methodologies and information collection processes. Our effective tax rates differ from the statutory rate primarily due to the impact of state taxes, foreign operations, R&D and other tax credits, tax audit settlements, incentive-stock options and domestic production activitiesdeductions.activities deductions. Our annual effective tax rate was 27.8%24.1%, 30.3%25.0% and 26.7%26.5% in fiscal 2015, 20142018, 2017 and 2013,2016, respectively.

 

We recognize the benefit of an income tax position only if it is more likely than not that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position as of the reporting date. Otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We will classify the liability for unrecognized tax benefits as current to the extent that we anticipate payment (or receipt) of cash within one year. Additionally, we accrue interest on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest is classified as income tax expense in the financial statements.

 

As of August 31, 2015,2018, we havehad gross unrecognized tax benefits totaling $6.8$9.2 million, including $1.3$1.1 million of accrued interest, recorded as non-current taxes payable inTaxes Payable (non-current) within the Consolidated Balance Sheet. Unrecognized tax benefits represent tax positions taken on tax returns but not yet recognized in the consolidated financial statements. When applicable, we adjust the previously recorded tax expense to reflect examination results when the position is effectively settled. If recognized, the unrecognized tax benefits and related interest would be recorded as a benefit to tax expense on the Consolidated StatementStatements of Income. Audits by multiple tax authorities are currently ongoing. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. For this reason, we regularly engage in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. Although we believe our reserves are reasonable, no assurance can be given that the final outcome of these matters will not be different from that which is reflected in our historical income tax provisions and accruals. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the effect of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest.

 

Our provision for income taxes is subject to volatility and could be adversely impacted by numerous factors such as changes in tax laws, regulations, or accounting principles, including accounting for uncertain tax positions or interpretations of them. Significant judgment is required to determine recognition and measurement. Further, as a result of certain ongoing employment and capital investment actions and commitments, our income in certain countries is subject to reduced tax rates and in some cases is wholly exempt from tax. Our failure to meet these commitments could adversely affect our provision for income taxes. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuous examinations will not have an adverse impact on our operating results and financial condition.

 


New Accounting Pronouncements

 

See Note 3,Summary of Significant Accounting Policies, in the Notes to the Company’s Consolidated Financial Statements included in Item 8 for a full description of recent accounting pronouncements, including the expected dates of adoption, which we include here by reference.

 

Management Changes

Our Chairman and CEO, Philip Hadley, stepped down as CEO effective July 1, 2015. He remains an employee of FactSet and continues to serve as our Chairman of the Board of Directors. Mr. Hadley, age 53, has served as our CEO since September 2000. Our President, 19-year FactSet veteran Philip Snow, was named CEO, effective July 1, 2015. Mr. Snow, age 51, was also elected to our Board of Directors, effective March 16, 2015.

In addition, on January 21, 2015, we hired Scott Miller as our new Executive Vice President, Global Director of Sales. Mr. Miller succeeded Michael Frankenfield and reports directly to Mr. Snow. Mr. Frankenfield, who has been with FactSet since 1989 and had been in his current role since 2009, remains with us as a Vice Chairman and works in a senior executive sales advisory position. In addition, on March 16, 2015, we appointed Mark Hale as our new Executive Vice President, Chief Operating Officer. Mr. Hale succeeded Peter Walsh and reports directly to Mr. Snow. Mr. Walsh, who has been with FactSet since 1999 and had been in his current role since 2009, remains with us focusing on various discrete projects.

Lastly, in June 2015, we hired Edward Baker-Greene, our first-ever Chief Human Resources Officer, to oversee and grow our critically important employee talent pool.

Market Trends

 

In the ordinary course of business, we are exposed to financial risks involving the volatility of equity markets as well as foreign currency and interest rate fluctuations. Major equity indices continue

Shift from Active to experience volatility. Passive Investment Management

Approximately 82.5%83.9% of our ASV is derived from our investment management clients. The prosperity of these clients is tied to equity assets under management. An equity market decline not only depresses assets under management but also could cause a significant increase in redemption requests to move money out of equities and into other asset classes. Moreover, extended declines in the equity markets may reduce new fund or client creation, resultinga shift from active investment management to passive investment management can result in lower demand for services from investment managers.

our services. Our investment banking clients that performprovide M&A advisory work, provide capital markets services and equity research, account for approximately 17.5%16.1% of our ASV. A significant portion of these revenues relate to services deployed by large, bulge bracketbulge-bracket banks. Credit continues to impact many of the large banking clients due to the amount of leverage deployed in past operations. Our clients could also encounter similar issues. A lack of confidence in the global banking system could cause declines in merger and acquisitionsM&A funded by debt. Additional uncertainty, consolidation and business failures in the global investment banking sector could adversely affect our financial results and future growth.

We service M&A departments, capital markets and equity research. These are low risk businesses that do not deploy leverage and will likely continue to operate far into the future and should represent a larger percentage of the overall revenues of our clients. Regardless, the size of banks in general is shrinking as they deleverage their balance sheets and adjust their expense bases to future revenue opportunities. Our revenues may decline if banks, including those involved in recent merger activity, significantly reduce headcount in the areas of corporate M&A, capital markets and equity research to compensate for the issues createdchallenges faced by other departments.

 


Forward-Looking Factors

Brexit

 

Volatility is expected to continue in the short term as the UK negotiates its exit from the European Union. The initial UK economic performance has been stronger than originally expected as the timeframe from the initial vote increases. Additionally, increased European confidence and UK consumer spending has contributed to the recovery of the economic outlook. The negotiation process is continuing, including the latest milestone of the UK and European Union developing a draft of the legal text for the transition deal. Any impact from Brexit on us will depend, in part, on the longer-term outcome of tariff, trade, regulatory and other negotiations. Although it is unknown what the result of those negotiations will be, it is possible that new terms may adversely affect our operations and financial results. While we evaluate our own risks and uncertainty related to Brexit, we will continue to partner with our clients to help them navigate the fluctuating international markets.

MiFID II

In the European Union, the new version of the Markets in Financial Instruments Directive, also known as "MiFID II", became effective in January 2018. The main purpose of this initiative was to ensure fairer, safe and more efficient markets and facilitate greater transparency for all participants. The Research workflow is one area where both buy-side and sell-side clients have seen and will continue to see significant change requirements as a result of the MiFID II inducement rules. The goal of the new legislative framework is to strengthen investor protection and improve the functioning of financial markets, making them more efficient, resilient and transparent. New reporting requirements and tests will increase the amount of information available and reduce the use of dark pools and OTC trading. MiFID II requirements have meant pricing models and business practices have had to adapt significantly. We will continue to evaluate our own risks and uncertainty related to MiFID II and partner with our clients to help them navigate these new rules. However, recently we have noticed a substantial interest in our Research workflow, which is part of the opportunity for us, but more importantly, allows our clients to leverage our technology solutions for MiFID II compliance.

Forward-Looking Factors

Forward-Looking Statements

 

In addition to current and historical information, this Annual Report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements regarding future events and our future results that are based on management’s current expectations, estimates, forecastforecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. All statements other than statements of historical facts, are statements that could be deemed to be forward-looking statements. These includeaddress expectations, guidance, outlook or projections about the future, including statements about our strategy for growth, product development, revenues, future financial results, anticipated growth, market position, subscriptions, and expected expenditures, trends in our business and financial results.results, are forward-looking statements. Forward-looking statements may be identified by words like “expects,” “believes,” “anticipates,” “plans,” “intends,” “estimates,” “projects,” “should,” “indicates,” “continues,” “ASV,” “subscriptions,” “believes,” “estimates,” “may” and similar expressions. In addition, anyThese statements that refer to projections of our future financial performance, our anticipated growth, trends in our business and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Therefore, actualMany factors, including those discussed more fully elsewhere in this Report on Form 10-K or in any of our other filings with the Securities and Exchange Commission, could cause results mayto differ materially from what is expressed or forecasted in such forward-looking statements. We will publicly update forward-looking statementsthose stated. These factors include, but are not limited to: the ability to integrate newly acquired companies, clients and businesses; strains on resources as a result of growth, the volatility and  stability of global securities markets, including declines in equity or fixed income returns impacting the buying power of investment management clients; the ability to hire and retain qualified personnel; the maintenance of our leading technological position and reputation; failure to maintain or improve our competitive position in the marketplace; fraudulent, misappropriation or unauthorized data access, including cyber-security and privacy breaches; failures or disruptions of telecommunications, data centers, network systems, facilities, or the Internet; uncertainty, consolidation and business failures in the global investment banking industry; the continued shift from active to passive investing, the negotiation of contract terms with vendors, data suppliers and landlords; the retention of clients and the attraction of new informationones; the absence of U.S. or foreign governmental regulation restricting international business; the unfavorable resolution of tax assessments and legal proceedings; and legislative and regulatory changes in the environments in which we and our clients operate. Forward-looking statements speak only as of the date they are made, and we assume no duty to and do not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future events in accordance with applicable Securities and Exchange Commission regulations.results could differ materially from historical performance.

 


 

We intend that all forward-looking statements we make will be subject to safe harbor protection of the federal securities laws as found in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

These statements involve certain known and unknown risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, those listed in Part 1 Item 1A,Risk Factors, of this Annual Report on Form 10-K. We do not intend, and undertake no obligation, to update any of our forward-looking statements after the date of this Annual Report on Form 10-K to reflect actual results or future events or circumstances.

 

Business Outlook

 

The following forward-looking statements reflect our expectations as of October 16, 2015.September 25, 2018. Given the number of risk factors, uncertainties and assumptions discussed below,in this MD&A above and Part 1 Item 1A, Risk Factors, of this Report on Form 10-K, actual results may differ materially. We do not intend to update our forward-looking statements until our next quarterly results announcement, other than in publicly available statements.

First Quarter Fiscal 20162019 Expectations (includes the impact from the acquisition of Portware, which was completed on October 16, 2015)

 

 

-

Revenues areOrganic ASV plus professional services is expected to increase in the range between $270of $75.0 million and $274 million.$90.0 million over fiscal 2018.

 

 

-

OperatingGAAP Revenues are expected to be in the range of $1.41 billion and $1.45 billion.

GAAP operating margin is expected to be in the range between 32.0%of 29% and 33.0%30%. Adjusted operating margin is expected to be in the range of 31.5% and 32.5%.

 

 

-

TheFactSet’s annual effective tax rate is expected to be in the range between 31.0%of 17.5% and 32.0% and assumes the U.S. Federal R&D tax credit will not be reenacted by the end18.5%, primarily as a result of the first quarter of fiscal 2016.TCJA.

 

 

-

DilutedGAAP diluted EPS should range between $1.44 and $1.46.

-

The lapseis expected to be in the U.S. Federal R&D tax credit on December 31, 2014, reduced each endrange of the$8.70 and $8.90. Adjusted diluted EPS is expected to be in the range by $0.02 compared toof $9.45 and $9.65. The midpoint of this guidance represents a 12% growth over the recently completed fourth quarter. If the U.S. Federal R&D tax credit is re-enacted by November 30, 2015, diluted EPS would range between $1.49 and $1.51. We would also recognize an income tax benefit of $0.14 per share if the R&D tax credit could be retroactively applied to previous periods.prior year.

 

Dividend Payment

On August 10, 2015, we declared a regular quarterly dividendBoth GAAP operating margin and GAAP diluted EPS guidance do not include certain effects of $0.44 per share. The cash dividend of $18.2 million was paid on September 15, 2015, to common stockholders of record on August 31, 2015 using our existing cash generated by operations.any non-recurring benefits or charges that may arise in fiscal 2019.

 


 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

In the normal course of business, we are exposed to foreign currency exchange risk that could impact our financial position and results of operations.

 

Foreign Currency Exchange Risk

 

We conduct business outside the U.S. in several currencies including the British Pound Sterling, Euro, Indian Rupee, Japanese Yen Indian Rupee and Philippine Peso. The financial statements of these foreign subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities and average rates for the period for revenues and expenses. OurOver the next 12 months, our non-U.S. dollar denominated revenues expected to be recognized over the next twelve months are estimated to be $30.7$92.8 million while our non-U.S. dollar denominated expenses are estimated to be $205.4$324.5 million, which translates into a net foreign currency exposure of $174.7$231.7 million. To the extent that our international activities recorded in local currencies increase in the future, our exposure to fluctuations in currency exchange rates will correspondingly increase. To manage the exposures related to the effects of foreign exchange rate fluctuations, we utilize derivative instruments (foreign currency forward contracts). By their nature, all derivative instruments involve, to varying degrees, elements of market and credit risk. The market risk associated with these instruments resulting from currency exchange movements is expected to offset the market risk of the underlying transactions, assets and liabilities being hedged. We do not believe there is significant risk of loss in the event of non-performance by the counterparties associated with these instruments because these transactions are executed with a major financial institution. Further, our policy is to deal with counterparties having a minimum investment grade or better credit rating. Credit risk is managed through the continuous monitoring of exposures to such counterparties. Our primary objective in holding derivatives is to reduce the volatility of earnings associated with changes in foreign currency.

 

Foreign Currency Hedges

As of August 31, 2015,2018, we maintained the following foreign currency forward contracts to hedge our foreign currency exposure:exposures:

 

 

Philippine Peso – foreign currency forward contracts to hedge approximately 75% of our Philippine Peso exposure through the fourth quarter of fiscal 2020.

Indian Rupee- foreign currency forward contracts to hedge approximately 75% of our Indian Rupee exposure through the third quarter of fiscal 2019 and 50% of its exposure from the fourth quarter of fiscal 2019 through the end of the second quarter of fiscal 2018.2020.

 

 

British PoundSterling-foreign currency forward contracts to hedge approximately 50% of our British Pound Sterling exposure through the second quarter of fiscal 2016.

Euro -foreign currency forward contracts to hedge approximately 50% of our Euro exposure through the fourththird quarter of fiscal 2016.2019.

British Pound Sterling – foreign currency forward contracts to hedge approximately 50% of our British Pound sterling exposure through the third quarter of fiscal 2019.

 

As of August 31, 2015,2018, the gross notional value of foreign exchangecurrency forward contracts to purchase Philippine Pesos with U.S. dollars was PHP 2.8 billion, to purchase Indian Rupees with U.S. dollars was Rs.4.0 billion. The gross notional value of foreign exchange contractsRs. 3.6 billion, to purchase Euros with U.S. dollars was € 22.0 million and to purchase British Pound Sterling with U.S. dollars was £10.5 million. The gross notional value of foreign exchange contracts to purchase Euros with U.S. dollars was €18.1£14.0 million.

 

There were no other outstanding foreign exchangecurrency forward contracts atas of August 31, 2015.2018. A lossgain on derivatives of $0.6$3.1 million was recorded into operating income induring fiscal 2015,2018, compared to a loss of $0.3$2.9 million a year ago. Thein fiscal 2017.The gains and losses on foreign currency forward contracts mitigate the variability in operating expenses associated with currency movements. These transactions are designated and accounted for as cash flow hedges in accordance with applicable accounting guidance.guidance. The changes in fair value for these foreign currency forward contracts are initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into operating expenses when the hedged exposure affects earnings. The related cash flow impacts of all of our derivative activities are reflected as cash flows from operating activities.

 

A sensitivity analysis was performed based on the estimated fair value of all foreign currency forward contracts outstanding at August 31, 2015.2018. If the U.S. dollar had been 10% weaker, the fair value of outstanding foreign currency forward contracts would have increased by $8.6$7.3 million, which would have had an immaterial impact on our consolidated balance sheet.Consolidated Balance Sheet. Such a change in fair value of our financial instruments would be substantially offset by changes in our expense base. HadIf we not had anyno hedges in place as of August 31, 2015,2018, a hypothetical 10% weaker U.S. dollar against all foreign currencies from the quoted foreign currency exchange rates at August 31, 2015,2018, would result in a decrease in operating income by $15.2$28.8 million over the next twelve12 months. A hypothetical 10% weaker U.S. dollar against all foreign currencies at August 31, 20152018 would increase the fair value of total assets by $28.4$65.3 million and equity by $25.6$61.2 million.

 


 

Volatility in the British Pound Sterling exchange rate is expected to continue in the short term as the UK negotiates its exit from the European Union. In the longer term, any impact from Brexit will depend on, in part, on the outcome of tariff, regulatory, and other negotiations.

Interest Rate Risk

Cash and Cash Equivalents 

 

The fair market value of our cash and investments at August 31, 20152018, was $182.4$237.9 million. Our cash and cash equivalents consist of demand deposits and money market funds with original maturities of three months or less and are reported at fair value. Our investments consist of both mutual funds and certificates of deposits withas both are part of our investment strategy. These mutual funds and certificates of deposits are included as Investments (short-term) on our Consolidated Balance Sheet as the mutual funds can be liquidated at our discretion and the certificates of deposit have original maturities greater than three months, but less than one yearyear. The mutual funds and as such,certificates are classified as investments (short-term) on our consolidated balance sheet.held for investment and are not considered debt securities. It is anticipated that the fair market value of our cash and investments will continue to be immaterially affected by fluctuations in interest rates. Preservation of principal is the primary goal of our cash and investment policy. Pursuant to our established investment guidelines, we try to achieve high levels of credit quality, liquidity and diversification. Our investment guidelines do not permit us to invest in puts, calls, strips, short sales, straddles, options, commodities, precious metals, futures or investments on margin. Because we have a restrictive investment policy, our financial exposure to fluctuations in interest rates is expected to remain low. We do not believe that the value or liquidity of our cash and investments have been significantly impacted by current market events.

 

Debt

As of August 31, 2015,2018, the fair value of our long-term debt was $35.0$575.0 million, which approximated its carrying amount given its floating interest rate basis and was determined based on quoted market prices for debt with a similar maturity. The debt bears interest on the outstanding principal amount at a rate equal to 0.50% plus the Eurodollar rate, which is defined in the agreement as the rate per annum equal to one-month LIBOR. During fiscal 2015 we paid approximately $0.1 million in interest on our outstanding Loan amount. It is anticipated that the fair market value of our debt will continue to be immaterially affected by fluctuations in interest rates and we do not believe that the value of our debt has been significantly impacted by current market events. The debt bears interest on the outstanding principal amount at a rate equal to the daily LIBOR rate plus a spread using a debt leverage pricing grid currently at 1.00%. During fiscal years 2018, 2017 and 2016, we recorded interest expense of $15.9 million, $8.4 million and $3.0 million, respectively, on our outstanding debt amounts. Assuming all terms of our outstanding long-term debt remained the same, a hypothetical 25 basis point change (up or down) in the one-month LIBOR rate would result in a $1.4 million change in our annual interest expense.

 


 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Index to Consolidated Financial Statements

 

 Consolidated Financial Statements:

 

Page

Consolidated Financial Statements:

  

Management’s Statement of Responsibility for Financial Statements

  

4548

Management’s Report on Internal Control over Financial Reporting

  

4548

Reports of Independent Registered Public Accounting FirmsFirm

  

46-4849-50

Consolidated Statements of Income for the years ended August 31, 2015, 20142018, 2017 and 20132016

  

4951

Consolidated Statements of Comprehensive Income for the years ended August 31, 2015, 20142018, 2017 and 20132016

  

5052

Consolidated Balance Sheets at August 31, 20152018 and 20142017

  

5153

Consolidated Statements of Cash Flows for the years ended August 31, 2015, 20142018, 2017 and 20132016

 

5254

Consolidated Statements of Changes in Stockholders’ Equity for the years ended August 31, 2015, 20142018, 2017 and 20132016

  

5355

Notes to the Consolidated Financial Statements

  

5456

   

Financial Statement Schedule:

  

Schedule II – Valuation and Qualifying Accounts

8793

 


 

Management’sManagement’s Statement of Responsibility for Financial Statements

 

FactSet’s consolidated financial statements are prepared by management, which is responsible for their fairness, integrity and objectivity. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management’s estimates and judgments. All financial information in this Annual Report on Form 10-K has been presented on a basis consistent with the information included in the accompanying financial statements.

 

FactSet’s policies and practices reflect corporate governance initiatives that are compliant with the listing requirements of the New York Stock Exchange, the NASDAQ Stock Market and the corporate governance requirements of the Sarbanes-Oxley Act of 2002. Management, with oversight by the Company’s Board of Directors, has established and maintains a strong ethical climate so that its affairs are conducted to the highest standards of personal and corporate conduct.

 

FactSet maintains accounting systems, including internal accounting controls, designed to provide reasonable assurance of the reliability of financial records and the protection of assets. The concept of reasonable assurance is based on recognition that the cost of a system should not exceed the related benefits. The effectiveness of those systems depends primarily upon the careful selection of financial and other managers, clear delegation of authority and assignment of accountability, inculcation of high business ethics and conflict-of-interest standards, policies and procedures for coordinating the management of corporate resources, and the leadership and commitment of top management. In compliance with the Sarbanes-Oxley Act of 2002, FactSet assessed its internal control over financial reporting as of August 31, 20152018 and issued a report (see below).

 

The Audit Committee of the Board of Directors, which consists solely of independent non-employee directors, is responsible for overseeing the functioning of the accounting system and related controls and the preparation of annual financial statements. The Audit Committee periodically meets with management and the independent accountants to review and evaluate their accounting, auditing and financial reporting activities and responsibilities, including management’s assessment of internal control over financial reporting. The independent registered public accounting firm has full and free access to the Audit Committee and has met with the committee, with and without management present.

 

Management’sManagement’s Report on Internal Controlover over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting for FactSet. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

 

Management (with the participation of the principal executive officer and principal financial officer) conducted an evaluation of the effectiveness of FactSet’s internal control over financial reporting based on the framework inInternal Control—Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that FactSet’s internal control over financial reporting was effective as of August 31, 2015.2018. Ernst & Young LLP, an independent registered public accounting firm, has audited the effectiveness of FactSet’s internal control over financial reporting and has issued a report on FactSet’s internal control over financial reporting, which is included in their report on page 47.the subsequent page.

  

/s/F.PPHILIP HILIPSNOW SNOW

/s/MHelen AURIZIOL. ShanNICOLELLI

  

F. Philip Snow

Maurizio NicolelliHelen L. Shan

Chief Executive Officer

SeniorExecutive Vice President and Chief Financial Officer

October 30, 20152018

October 30, 20152018

 


 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Stockholders of FactSet Research Systems Inc.

 

Opinion on Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of FactSet Research SystemsSystem Inc.’s (the Company) internal control over financial reporting as of August 31, 2015 and 2014, and2018, based on criteria established in Internal Control - Integrated Framework issued by the related consolidated statementsCommittee of income, comprehensive income, stockholders' equity and cash flows for eachSponsoring Organizations of the two years in the period ended August 31, 2015. Our audits also included the financial statement schedule listed in the Index at Item 8. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)Treadway Commission (2013 framework) (the COSO criteria). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,Company maintained, in all material respects, the consolidatedeffective internal control over financial positionreporting as of FactSet Research Systems Inc. at August 31, 2015 and 2014, and2018, based on the consolidated results of its operations and its cash flows for each of the two years in the period ended August 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.COSO criteria.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), FactSet Research Systems Inc.'s internal control overthe 2018 consolidated financial reporting as of August 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizationsstatements of the Treadway Commission (2013 framework),Company and our report dated October 30, 20152018, expressed an unqualified opinion thereon.

 

/s/ ERNST& YOUNG LLP

Stamford, Connecticut

October 30, 2015


Report of Independent Registered Public Accounting FirmBasis for Opinion

 

The Board of Directors and Stockholders of FactSet Research Systems Inc.

We have audited FactSet Research Systems Inc.’s internal control over financial reporting as of August 31, 2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). FactSet Research Systems Inc.’sCompany’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’sCompany’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion,

/s/ ERNST & YOUNG LLP

Stamford, CT

October 30, 2018


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of FactSet Research Systems Inc. maintained,

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FactSet Research Systems Inc. (the Company) as of August 31, 2018 and 2017, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended August 31, 2018, and the related notes and financial statement schedule listed in the Index at Item 8 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, effective internal control overthe financial reporting asposition of the Company at August 31, 2015, based on2018 and 2017, and the COSO criteria.results of its operations and its cash flows for each of the three years in the period ended August 31, 2018, in conformity with U.S. generally accepted accounting principles.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of FactSet Research Systems Inc.Company’s internal control over financial reporting as of August 31, 2015 and 2014, and2018, based on criteria established in Internal Control – Integrated Framework issued by the related consolidated statementsCommittee of income, comprehensive income, stockholders’ equity and cash flows for eachSponsoring Organizations of the two years in the period ended August 31, 2015 of FactSet Research Systems Inc.Treadway Commission (2013 framework) and our report dated October 30, 20152018 expressed an unqualified opinion thereon.

 

/s/ ERNST& YOUNG LLPBasis for Opinion

 

Stamford, Connecticut

October 30, 2015


Report of IndependentRegistered Public Accounting Firm

The Board of Directors and Stockholders of FactSet Research Systems Inc.

In our opinion, the consolidated statements of income and comprehensive income, of shareholders’ equity and of cash flows for the year ended August 31, 2013 present fairly, in all material respects, the results of operations and cash flows of FactSet Research Systems Inc. and its subsidiaries (the “Company”) for the year ended August 31, 2013, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule for the year ended August 31, 2013 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements and financial statement schedule based on our audit. audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these statementsaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audit providesaudits provide a reasonable basis for our opinion.

 

/s/ PRICEWATERHOUSECOOPERSERNST & YOUNG LLP

 

We have served as the Company’s auditor since 2013.

Stamford, ConnecticutCT

October 30, 2013 2018

 


 

FactSet Research Systems Inc.

Consolidated Statements of Income

(In thousands, except per share data)

 

Years Ended August 31,

 

2015

  

2014

  

2013

 

Revenues

 $1,006,768  $920,335  $858,112 
             

Operating expenses

            

Cost of services

  405,339   353,686   306,379 

Selling, general and administrative

  269,511   264,430   282,314 
             

Total operating expenses

  674,850   618,116   588,693 
             

Operating income

  331,918   302,219   269,419 

Other income

  1,836   1,245   1,491 
             

Income before income taxes

  333,754   303,464   270,910 

Provision for income taxes

  92,703   91,921   72,273 
             

Net income

 $241,051  $211,543  $198,637 
             

Basic earnings per common share

 $5.80  $4.98  $4.53 

Diluted earnings per common share

 $5.71  $4.92  $4.45 
             

Weighted average common shares (Basic)

  41,572   42,436   43,890 

Weighted average common shares (Diluted)

  42,235   42,970   44,624 
             

 

 

Years ended August 31,

 
(in thousands, except per share data) 

2018

  

2017

  

2016

 

Revenues

 $1,350,145  $1,221,179  $1,127,092 

Operating expenses

            

Cost of services

  659,296   566,580   487,409 

Selling, general and administrative

  324,645   302,464   290,007 

Total operating expenses

  983,941   869,044   777,416 
             

Operating income

  366,204   352,135   349,676 
             

Other (expense) income

            

(Loss) gain on sale of business

     (1,223)  112,453 

Interest (expense), net of interest income

  (14,366)  (6,600)  (1,136)

Total other (expense) income

  (14,366)  (7,823)  111,317 
             

Income before income taxes

  351,838   344,312   460,993 
             

Provision for income taxes

  84,753   86,053   122,178 

Net income

 $267,085  $258,259  $338,815 
             

Basic earnings per common share

 $6.90  $6.55  $8.29 

Diluted earnings per common share

 $6.78  $6.51  $8.19 
             

Basic weighted average common shares

  38,733   39,444   40,880 

Diluted weighted average common shares

  39,377   39,642   41,365 

 

The accompanying notes are an integral part of these consolidated financial statements.

 


 

FactSet Research Systems Inc.

Consolidated Statements of Comprehensive Income

(In thousands)

 

Years Ended August 31,

 

2015

  

2014

  

2013

 

 

Years ended August 31,

 
(in thousands) 

2018

  

2017

  

2016

 

Net income

 $241,051  $211,543  $198,637  $267,085  $258,259  $338,815 
                        

Other comprehensive (loss) income, net of tax

            

Other comprehensive income (loss), net of tax

            

Net unrealized (loss) gain on cash flow hedges*

  (868)  5,357   (3,296)  (7,288)  5,017   (857)

Foreign currency translation adjustments

  (25,263)  7,895   (5,151)  (9,431)  28,816   (23,644)

Other comprehensive (loss) income

  (26,131)  13,252   (8,447)  (16,719)  33,833   (24,501)
            

Comprehensive income

 $214,920  $224,795  $190,190  $250,366  $292,092  $314,314 

 

* The unrealized gain (loss) gain on cash flow hedges disclosed above was net of tax benefit (expense) of $512,$3,518, ($3,193)3,049) and $1,965$498 for the fiscal years ended August 31, 2015, 20142018, 2017 and 2013,2016, respectively.

 

The accompanying notes are an integral part of these consolidated financial statements.

 


 

FactSet Research Systems Inc.

Consolidated Balance Sheets

(In thousands, except share data)

  

August 31,

 

(in thousands, except share data)

 

2018

  

2017

 

ASSETS

        

Cash and cash equivalents

 $208,623  $194,731 

Investments

  29,259   32,444 

Accounts receivable, net of reserves of $3,490 and $2,738 at August 31, 2018 and 2017, respectively

  156,639   148,331 

Prepaid taxes

  6,274   7,076 

Deferred taxes

     2,668 

Prepaid expenses and other current assets

  30,121   24,127 

Total current assets

  430,916   409,376 
         

Property, equipment and leasehold improvements, net

  100,545   100,454 
         

Goodwill

  701,833   707,560 

Intangible assets, net

  148,935   173,543 

Deferred taxes

  9,716   7,412 

Other assets

  27,502   14,970 

TOTAL ASSETS

 $1,419,447  $1,413,315 
         

LIABILITIES

        

Accounts payable and accrued expenses

 $72,059  $59,214 

Accrued compensation

  66,479   61,083 

Deferred fees

  49,700   47,495 

Deferred taxes

     2,382 

Taxes payable

  8,453   9,112 

Dividends payable

  24,443   21,853 

Total current liabilities

  221,134   201,139 
         

Long-term debt

  574,775   575,000 

Deferred taxes

  21,190   24,892 

Deferred fees

  7,833   3,921 

Taxes payable

  29,626   11,484 

Deferred rent and other non-current liabilities

  38,989   37,188 

TOTAL LIABILITIES

 $893,547  $853,624 

Commitments and contingencies (See Note 19)

        
         

STOCKHOLDERS’ EQUITY

        

Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued

 $  $ 

Common stock, $.01 par value, 150,000,000 shares authorized, 39,264,849 and 51,845,132 shares issued; 38,192,586 and 39,023,032 shares outstanding at August 31, 2018 and 2017, respectively

  393   518 

Additional paid-in capital

  667,531   741,748 

Treasury stock, at cost: 1,072,263 and 12,822,100 shares at August 31, 2018 and 2017, respectively

  (213,428)  (1,606,678)

Retained earnings

  122,843   1,458,823 

Accumulated other comprehensive loss

  (51,439)  (34,720)

TOTAL STOCKHOLDERS’ EQUITY

 $525,900  $559,691 
         

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 $1,419,447  $1,413,315 

 

At August 31,

 

2015

  

2014

 

CURRENT ASSETS

        

Cash and cash equivalents

 $158,914  $116,378 

Investments

  23,497   20,008 

Accounts receivable, net of reserves of $1,580 and $1,662at August 31, 2015 and 2014, respectively

  95,064   90,354 

Prepaid taxes

  4,808   6,532 

Deferred taxes

  2,105   1,841 

Prepaid expenses and other current assets

  19,786   14,662 

Total current assets

  304,174   249,775 
         

LONG-TERM ASSETS

        

Property, equipment and leasehold improvements, at cost

  213,279   201,713 

Less accumulated depreciation and amortization

  (154,015)  (144,072)

Property, equipment and leasehold improvements, net

  59,264   57,641 

Goodwill

  308,287   285,608 

Intangible assets, net

  40,052   41,855 

Deferred taxes

  20,599   22,377 

Other assets

  4,295   5,956 

TOTAL ASSETS

 $736,671  $663,212 
         

CURRENT LIABILITIES

        

Accounts payable and accrued expenses

 $33,880  $26,971 

Accrued compensation

  44,916   42,481 

Deferred fees

  38,488   36,504 

Deferred taxes

  562    

Taxes payable

  3,755   5,036 

Dividends payable

  18,179   16,299 

Total current liabilities

  139,780   127,291 
         

NON-CURRENT LIABILITIES

        

Long-term debt

  35,000    

Deferred taxes

  1,697   2,921 

Taxes payable

  6,776   5,501 

Deferred rent and other non-current liabilities

  21,834   16,417 

TOTAL LIABILITIES

 $205,087  $152,130 
         

Commitments and contingencies (See Note 18)

        

STOCKHOLDERS’ EQUITY

        

Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued

 $  $ 

Common stock, $.01 par value, 150,000,000 shares authorized, 50,328,423 and 49,110,218 shares issued; 41,316,902 and 41,792,802 shares outstanding at August 31, 2015 and 2014, respectively

  503   491 

Additional paid-in capital

  542,355   413,754 

Treasury stock, at cost: 9,011,521 and 7,317,416 shares at August 31, 2015 and 2014, respectively

  (988,873)  (734,746)

Retained earnings

  1,021,651   849,504 

Accumulated other comprehensive loss

  (44,052)  (17,921)

TOTAL STOCKHOLDERS’ EQUITY

  531,584   511,082 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 $736,671  $663,212 

The accompanying notes are an integral part of these consolidated financial statements.

 


 

FactSet Research Systems Inc.

Consolidated Statements of Cash Flows

(In thousands)

  

Years ended August 31,

 

(in thousands)

 

2018

  

2017

  

2016

 

CASH FLOWS FROM OPERATING ACTIVITIES

            

Net income

 $267,085  $258,259  $338,815 

Adjustments to reconcile net income to net cash provided by operating activities

            

Depreciation and amortization

  57,285   48,294   38,052 

Stock-based compensation expense

  31,516   34,183   29,793 

Loss (gain) on sale of business

     1,223   (112,453)

Deferred income taxes

  (1,910)  4,879   4,528 

Loss (gain) on sale of assets

  140   59   8 

Tax benefits from share-based payment arrangements

     (10,331)  (18,205)

Changes in assets and liabilities, net of effects of acquisitions

            

Accounts receivable, net of reserves

  (8,417)  (29,503)  (3,541)

Accounts payable and accrued expenses

  12,077   (2,226)  5,525 

Accrued compensation

  5,735   6,427   3,961 

Deferred fees

  6,035   (229)  700 

Taxes payable, net of prepaid taxes

  27,659   7,877   30,270 

Prepaid expenses and other assets

  (11,224)  (850)  7 

Deferred rent and other non-current liabilities

  (465)  2,331   13,674 

Other working capital accounts, net

  152   132   6 

Net cash provided by operating activities

  385,668   320,527   331,140 
             

CASH FLOWS FROM INVESTING ACTIVITIES:

            

Acquisition of businesses and investments, net of cash and cash equivalents acquired

  (15,000)  (303,086)  (262,909)

Proceeds from sale of business, net

        153,137 

Purchases of investments

  (12,470)  (30,757)  (18,137)

Proceeds from sales of investments

  12,459   23,399   17,241 

Purchases of property, equipment and leasehold improvements, net of proceeds from dispositions

  (33,520)  (36,862)  (47,740)

Net cash used in investing activities

  (48,531)  (347,306)  (158,408)
             

CASH FLOWS FROM FINANCING ACTIVITIES

            

Dividend payments

  (89,408)  (80,898)  (74,218)

Repurchase of common stock

  (303,955)  (260,978)  (356,828)

Proceeds from debt

     640,000   265,000 

Repayment of debt

     (365,000)   

Debt issuance costs

     (438)  (12)

Proceeds from employee stock plans

  71,610   50,045   56,851 

Tax benefits from share-based payment arrangements

     10,331   18,205 

Other financing activities

  1,716   (1,223)   

Net cash used in financing activities

  (320,037)  (8,161)  (91,002)
             

Effect of exchange rate changes on cash and cash equivalents

  (3,208)  1,264   (12,237)

Net increase (decrease) in cash and cash equivalents

  13,892   (33,676)  69,493 

Cash and cash equivalents at beginning of period

  194,731   228,407   158,914 

Cash and cash equivalents at end of period

 $208,623  $194,731  $228,407 
             

Supplemental Disclosure of Cash Flow Information

            

Cash paid during the year for interest

 $15,676  $8,466  $3,010 

Cash paid during the year for income taxes, net of refunds

 $68,707  $74,788  $87,513 
             

Supplemental Disclosure of Non-Cash Transactions

            

Dividends declared, not paid

 $24,443  $21,853  $20,019 

The accompanying notes are an integral part of these consolidated financial statements.

 

Years Ended August 31,

 

2015

  

2014

  

2013

 

CASH FLOWS FROM OPERATING ACTIVITIES

            

Net income

 $241,051  $211,543  $198,637 

Adjustments to reconcile net income to net cash provided by operating activities

            

Depreciation and amortization

  31,349   34,435   35,779 

Stock-based compensation expense

  26,371   22,891   39,951 

Deferred income taxes

  (969

)

  (1,028

)

  3,175 

Gain on sale of assets

  (34

)

  (62

)

  (26

)

Tax benefits from share-based payment arrangements

  (28,948

)

  (11,955

)

  (25,225

)

Changes in assets and liabilities, net of effects of acquisitions

            

Accounts receivable, net of reserves

  (4,300

)

  (13,299

)

  859 

Accounts payable and accrued expenses

  8,123   (2,903

)

  3,355 

Accrued compensation

  3,516   1,953   (776

)

Deferred fees

  53   3,594   (1,107

)

Taxes payable, net of prepaid taxes

  30,437   23,309   13,498 

Prepaid expenses and other assets

  (4,523

)

  (1,535

)

  2,105 

Deferred rent and other non-current liabilities

  4,322   (1,672

)

  (2,846

)

Other working capital accounts, net

  (6

)

  (248

)

  2,430 
             

Net cash provided by operating activities

  306,442   265,023   269,809 
             

CASH FLOWS FROM INVESTING ACTIVITIES

            

Acquisition of businesses, net of cash acquired

  (34,758

)

  (46,873

)

  (705

)

Purchases of investments

  (24,264

)

  (20,415

)

  (15,613

)

Proceeds from sales of investments

  19,827   14,323   14,423 

Purchases of property, equipment and leasehold improvements, net of proceeds from dispositions

  (25,682

)

  (17,743

)

  (18,517

)

             

Net cash used in investing activities

  (64,877

)

  (70,708

)

  (20,412

)

             

CASH FLOWS FROM FINANCING ACTIVITIES

            

Dividend payments

  (66,551

)

  (61,007

)

  (56,002

)

Repurchase of common stock

  (256,217

)

  (279,829

)

  (332,168

)

Proceeds from debt

  35,000       

Debt issuance costs

  (32

)

      

Proceeds from employee stock plans

  71,526   52,152   124,537 

Tax benefits from share-based payment arrangements

  28,948   11,955   25,225 
             

Net cash used in financing activities

  (187,326

)

  (276,729

)

  (238,408

)

             

Effect of exchange rate changes on cash and cash equivalents

  (11,703

)

  2,165   (3,406

)

Net increase (decrease) in cash and cash equivalents

  42,536   (80,249

)

  7,583 

Cash and cash equivalents at beginning of year

  116,378   196,627   189,044 
             

Cash and cash equivalents at end of year

 $158,914  $116,378  $196,627 
             

Supplemental Disclosure of Cash Flow Information

            

Cash paid during the year for income taxes, net of refunds

 $64,750  $67,152  $53,153 
             

Supplemental Disclosure of Non-Cash Transactions

            

Dividends declared, not paid

 $18,179  $16,299  $15,164 

Stock issued for acquisition of business

 $2,991  $  $ 
             

FactSet Research Systems Inc.

Consolidated Statements of Changes in Stockholders’ Equity

  

Years ended August 31,

 

(in thousands)

 

2018

  

2017

  

2016

 

COMMON STOCK

            

Balance, beginning of year

 $518  $512  $503 

Common stock issued for employee stock plans

  8   6   9 

Retirement of Treasury shares

  (133)      

Balance, end of year

 $393  $518  $512 
             

ADDITIONAL PAID-IN CAPITAL

            

Balance, beginning of year

 $741,748  $623,195  $542,355 

Common stock issued for employee stock plans

  80,983   50,039   57,784 

Retirement of Treasury shares

  (186,717)      

Stock-based compensation expense

  31,517   34,183   29,793 

Tax benefits from share-based payment arrangements

     10,331   18,205 

Accelerated share repurchase

     24,000   (24,000)

Stock-based compensation adjustment associated with disposition

        (942)

Balance, end of year

 $667,531  $741,748  $623,195 
             

TREASURY STOCK

            

Balance, beginning of year

 $(1,606,678) $(1,321,700) $(988,873)

Repurchases of common stock

  (302,441)  (253,131)  (328,283)

Retirement of Treasury shares

  1,697,205       

Accelerated share repurchase

     (24,000)   

Purchases of common stock upon restricted stock vesting

  (1,514)  (7,847)  (4,544)

Balance, end of year

 $(213,428) $(1,606,678) $(1,321,700)
             

RETAINED EARNINGS

            

Balance, beginning of year

 $1,458,823  $1,283,927  $1,021,651 

Net income

  267,085   258,259   338,815 

Dividends

  (92,710)  (83,363)  (76,539)

Retirement of Treasury Stock

  (1,510,355)      

Balance, end of year

 $122,843  $1,458,823  $1,283,927 
             

ACCUMULATED OTHER COMPREHENSIVE LOSS

            

Balance, beginning of year

 $(34,720) $(68,553) $(44,052)

Foreign currency translation adjustments

  (9,431)  28,816   (23,644)

Net unrealized (loss) gain on cash flow hedges, net of tax

  (7,288)  5,017   (857)

Balance, end of year

 $(51,439) $(34,720) $(68,553)
             

TOTAL STOCKHOLDERS’ EQUITY

            

Balance, beginning of year

 $559,691  $517,381  $531,584 

Net income

  267,085   258,259   338,815 

Common stock issued for employee stock plans

  80,992   50,045   57,793 

Purchases of common stock upon restricted stock vesting

  (1,514)  (7,847)  (4,544)

Stock-based compensation expense

  31,516   34,183   29,793 

Tax benefits from share-based payment arrangements

     10,331   18,205 

Repurchases of common stock

  (302,441)  (253,131)  (352,283)

Foreign currency translation adjustments

  (9,431)  28,816   (23,644)

Stock-based compensation adjustment associated with disposition

        (942)

Net unrealized (loss) gain on cash flow hedges, net of tax

  (7,288)  5,017   (857)

Dividends

  (92,710)  (83,363)  (76,539)

Balance, end of year

 $525,900  $559,691  $517,381 

The accompanying notes are an integral part of these consolidated financial statements.

 


Consolidated Statements of Changes in Stockholders’ Equity

(In thousands)

Years Ended August 31,

 

2015

  

2014

  

2013

 

COMMON STOCK

            

Balance, beginning of year

 $491  $481  $456 

Common stock issued for employee stock plans

  12   10   25 

Balance, end of year

 $503  $491  $481 
             

ADDITIONAL PAID-IN CAPITAL

            

Balance, beginning of year

 $413,754  $326,869  $137,569 

Common stock issued for employee stock plans

  72,381   52,039   124,124 

Stock-based compensation expense

  26,371   22,891   39,951 

Tax benefits from share-based payment arrangements

  28,948   11,955   25,225 

Stock issued for acquisition of business

  901       

Balance, end of year

 $542,355  $413,754  $326,869 
             

TREASURY STOCK

            

Balance, beginning of year

 $(734,746

)

 $(454,917

)

 $(122,749

)

Repurchases of common stock

  (253,076

)

  (275,415

)

  (327,454

)

Stock issued for acquisition of business

  2,090       

Purchases of common stock upon restricted stock vesting

  (3,141

)

  (4,414

)

  (4,714

)

Balance, end of year

 $(988,873

)

 $(734,746

)

 $(454,917

)

             

RETAINED EARNINGS

            

Balance, beginning of year

 $849,504  $700,519  $559,714 

Net income

  241,051   211,543   198,637 

Dividends

  (68,904

)

  (62,558

)

  (57,832

)

Retirement of treasury stock

         
             

Balance, end of year

 $1,021,651  $849,504  $700,519 
             

ACCUMULATED OTHER COMPREHENSIVELOSS

            

Balance, beginning of year

 $(17,921

)

 $(31,173

)

 $(22,726

)

Foreign currency translation adjustments

  (25,263

)

  7,895   (5,151

)

Net unrealized (loss) gain on cash flow hedges, net of tax

  (868

)

  5,357   (3,296

)

Balance, end of year

 $(44,052

)

 $(17,921

)

 $(31,173

)

             

TOTAL STOCKHOLDERS’ EQUITY

            

Balance, beginning of year

 $511,082  $541,779  $552,264 

Net income

  241,051   211,543   198,637 

Common stock issued for employee stock plans

  72,393   52,049   124,149 

Purchases of common stock upon restricted stock vesting

  (3,141

)

  (4,414

)

  (4,714

)

Stock-based compensation expense

  26,371   22,891   39,951 

Tax benefits from share-based payment arrangements

  28,948   11,955   25,225 

Repurchases of common stock

  (253,076

)

  (275,415

)

  (327,454

)

Foreign currency translation adjustments

  (25,263

)

  7,895   (5,151

)

Stock issued for acquisition of business

  2,991       

Net unrealized (loss) gain on cash flow hedges, net of tax

  (868

)

  5,357   (3,296

)

Dividends

  (68,904

)

  (62,558

)

  (57,832

)

Balance, end of year

 $531,584  $511,082  $541,779 

The accompanying notes are an integral part of these consolidated financial statements.


 

Notes to the Consolidated Financial Statements

 

1. ORGANIZATION AND NATURE OF BUSINESS

 

FactSet Research Systems Inc. (the “Company” or “FactSet”) is a global provider of integrated financial information, and analytical applications toand industry-leading service for the global investment community. FactSet combinesThe Company delivers insight and information to investment professionals through its analytics, service, content, regarding companies and securities from major markets all over the globe into a single online platform of information and analytics. By consolidating content from hundreds of databases with powerful analytics, FactSet supports the investment process from initial research to published results for buy and sell-side professionals.technology. These professionals include portfolio managers, research and performance analysts, risk managers, marketing professionals, sell-side equityinvestment research professionals, investment bankers, risk and fixed income professionals.performance analysts, and wealth advisors. From streaming real-time data to historical information, including quotes, estimates, news and commentary, FactSet offers proprietary and third-party content through desktop, web, mobile, and off-platform solutions. The Company’s applications provide users access tobroad application suite offers tools and resources including company and industry analyses, multicompany comparisons, companyfull screening tools, portfolio analysis, predictive risk measurements, alphatesting,profiles, alpha-testing, portfolio optimization and simulation, real-time newsresearch management solutions. With recent acquisitions, FactSet has continued to expand its solutions across the investment lifecycle from idea generation to performance and quotes and tools to value and analyze fixed income securities and portfolios. WithMicrosoft® Office integration, wireless access and customizable options, FactSet offers a complete financial workflow solution.client reporting. The Company’s revenues are primarily derived from subscriptions to products and services such as workstations, contentanalytics, enterprise data, research management, and applications.trade execution.

 

2.BASIS OF PRESENTATION

 

FactSet conducts business globally and is managed on a geographic basis. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany activity and balances have been eliminated from the consolidated financial statements. The Company has evaluated subsequent events through the date that the financial statements were issued.

 

The Company’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles.principles (“GAAP”). The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. 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 period. Significant estimates have been made in areas that include allocation of purchase price to acquired assets and liabilities, stock-based compensation, income taxes, accrued compensation, valuation of goodwill, and useful lives and valuation of fixed and intangible assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates.

 

3.The Company has evaluated subsequent events through the date that the financial statements were issued.

3. SUMMARY OF SIGNIFICANTACCOUNTING POLICIES

 

The significant accounting policies of the Company and its subsidiaries are summarized below.

 

Revenue Recognition

The majority of the Company’s revenues are derived from month-to-month subscriptions to services such as workstations (also referred to as users), content and applications. The majority of clients are invoiced monthly to reflect the actual services provided. The remaining clients are invoiced quarterly, annually or biannually in advance. Subscription revenue is earned each month as the service is rendered to clients on a monthly basis. FactSet recognizes revenue when the client subscribes to FactSet services, the service has been rendered and earned during the month, the amount of the subscription is fixed or determinable based on established rates quoted on an annualized basis and collectability is reasonably assured. A provision for billing adjustments and cancellation of services is estimated and accounted for as a reduction to revenue, with a corresponding reduction to accounts receivable.

 

Accounts Receivable and Deferred Fees

Amounts that have been earned but not yet paid are reflected on the Consolidated Balance Sheets as accountsAccounts receivable, net of reserves. Amounts invoiced in advance orof client payments that are in excess of earned subscription revenuesrevenue are reflected on the Consolidated Balance SheetsSheet as deferredDeferred fees. As of August 31, 2015,2018, the amount of accounts receivable that was unbilled totaled $4.0$6.4 million, which was subsequently billed in fiscal 2016.2019.

 

The Company calculates its receivable reserve through analyzing aged client receivables, reviewing the recent history of client receivable write-offs and understanding general market and economic conditions. In accordance with this policy, a receivable reserve of $1.6$3.5 million and $1.7$2.7 million was recorded as of August 31, 20152018 and 2014,2017, respectively, inwithin the Consolidated Balance Sheets as a reduction to accountsAccounts receivable.

 


 

Cost of Services

Cost of services is comprised of compensation for Company employees within the content collection, consulting, product development, software and systems engineering groups in addition to data costs, computer maintenance and depreciation expenses, amortization of identifiable intangible assets, and client-related communication costs.

 

Selling, General and Administrative

Selling, general and administrative expenses include compensation for the sales and various other support and administrative departments in addition to travel and entertainment expenses, marketing costs, rent, amortization of leasehold improvements, depreciation of furniture and fixtures, office expenses, professional fees and other miscellaneous expenses.

 

Research and Product Development Costs

FactSet does not have a separate research and product development department, but rather the Product Development and Engineering departments work closely with our strategists, product managers, sales and other client-facing specialists to identify areas of improvement with the goal of providing increased value to clients. As such, research and product development costs relate to the salary and benefits for the Company’s product development, software engineering and technical support staff and, as such, these costs are expensed when incurred within cost of services as employee compensation. The Company expects to allocate a similar percentage of its workforce in future years in order to continue to develop new products and enhancements, respond quickly to market changes and meet the needs of its clients efficiently. FactSet incurred $217.1 million of research and product development costs during fiscal 2018, which was comparable to its spend on similar development during fiscal years 2017 and 2016 respectively.

Earnings per Share

Basic earnings per share (“EPS”) is computed by dividing net income by the number of weighted average common shares outstanding during the period. Diluted earnings per shareEPS is computed by dividing net income by the number of weighted average common shares outstanding during the period increased by the dilutive effect of potential common shares outstanding during the period. The number of potential common shares outstanding has been determined in accordance with the treasury stock method to the extent they are dilutive. Common share equivalents consistFor the purpose of calculating EPS, common shares outstanding include common shares issuable upon the exercise of outstanding share-based compensation awards, including employee stock options and restricted stock. Under the treasury stock method, the exercise price paid by the optionee and future stock-based compensation expense that the Company has not yet recognized and the amount of tax benefits that would be recorded in additional paid-in capital (“APIC”) when the award becomes deductible are assumed to be used to repurchase shares.

 

Comprehensive Income (Loss)

The Company discloses comprehensive income (loss) in accordance with applicable standards for the reporting and display of comprehensive income (loss) in a set of financial statements. Comprehensive income (loss) is defined as the change in net assets of a business enterprise during a period from transactions generated from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. 

 

Fair Value Measures

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the use of various valuation methodologies, including market, income and cost approaches is permissible. The Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value based on the reliability of inputs. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s cash equivalents are classified as Level 1 while the Company’s derivative instruments (foreign exchange forward contracts) and certificates of deposit are classified as Level 2. There were no Level 3 assets or liabilities held by FactSet as of August 31, 20152018 or 2014.2017.

 

Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits and corporate money market funds with original maturities of three months or less and are reported at fair value. The Company’s corporate money market funds are traded in an active marketreadily convertible into cash and the net asset value of each fund on the last day of the quarter is used to determine its fair value.

 


Investments

 

Investments consist of both mutual funds and certificates of deposits withdeposit as both are part of the Company’s investment strategy. These mutual funds and certificates of deposit are included as Investments (short-term) on the Company’s Consolidated Balance Sheets as the certificates of deposit have original maturities greater than three months, but less than one year and as such, are classified as investments (short-term) on the Consolidated Balance Sheets. Thesemutual funds can be liquidated at that Company’s discretion. The mutual funds and certificates of deposit are held for investment and are not considered debt securities. The Company’s investments are associated with its purchase of certificates of deposits in India with maturities of less than twelve months from the date of purchase. Interest income earned from the certificates of depositthese investments during fiscal 2015, 20142018, 2017 and 20132016 were $2.0$1.3 million, $1.2$1.6 million and $1.3$1.6 million, respectively. The Company’s cash, cash equivalents and investments portfolio did not experience any realized or unrealized losses as a result of counterparty credit risk or ratings change during fiscal 20152018 and 2014.2017.

 

Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements are stated at cost, less accumulated depreciation and amortization. Computers and related equipment are depreciated on a straight-line basis over estimated useful lives of three years. Furniture and fixtures are depreciated on a straight-line basis over their estimated useful lives of seven years. Leasehold improvements are amortized on a straight-line basis over the terms of the related leases or estimated useful lives of the improvements, whichever period is shorter. Repairs and maintenance expenditures, which are not considered leasehold improvements and do not extend the useful life of the property and equipment, are expensed as incurred.


 

The Company performs a test for impairment whenever events or changes in circumstances indicate that the carrying amount of an individual asset or asset group may not be recoverable. Should projected undiscounted future cash flows be less than the carrying amount of the asset or asset group, an impairment charge reducing the carrying amount to fair value is required. Fair value is determined based on the most appropriate valuation technique, including discounted cash flows.

 

Goodwill

Goodwill has resulted from the acquisitions of the Insyte, LionShares, Mergerstat, CallStreet, JCF, TrueCourse, Derivative Solutions, AlphaMetrics, Global Filings, DealMaven, Thomson Fundamentals, Market Metrics, StreetAccount, Revere, Matrix, ETF.com and Code Red businesses. Goodwill resulting from the acquisitions of LionShares, Mergerstat, TrueCourse, Derivative Solutions, Market Metrics, StreetAccount, Revere and Matrix are income tax-deductible based on the structure of the acquisition. The Company is required to test goodwill at the reporting level for potential impairment annually, or more frequently if impairment indicators occur. Goodwill is tested for impairment based on the present value of discounted cash flows, and, if impaired, written down to fair value based on discounted cash flows. FactSet has three reporting units, which are consistent with the operating segments reported as there is no discrete financial information available for the subsidiaries within each operating segment. The reporting units evaluated for potential impairment were the U.S., Europe and Asia Pacific, which reflect the level of internal reporting the Company uses to manage its business and operations. The Company performed its annual goodwill impairment test during the fourth quarter of fiscal 2015,2018, consistent with the timing of previous years, at which time it was determinedand concluded that there werewas no indications of impairment, with the fair value of each of the Company’s reporting units significantly exceeding carrying value.

 

Intangible Assets

FactSet’s identifiable intangible assets consist of acquired content databases, client relationships, software technology, non-compete agreements and trade names resulting from previous acquisitions, which have been fully integrated into the Company’s operations. Depending on the nature of the intangible asset, the identifiableThe Company amortizes intangible assets are amortized on either a straight-line or an accelerated basis usingover their estimated useful lives, ranging between two and twenty years. The remaining useful lives of intangible assets subject to amortizationwhich are evaluated quarterly to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of the remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over that revised remaining useful life. These intangible assets have no assigned residual values.Amortizable Intangible assets are reviewedtested for impairment, whenever events or changes in circumstances indicate that the carrying amountif indicators of such assets may not be recoverable. Determination of recoverability isimpairment are present, based on an estimate of undiscounted future cash flows, resulting from the use of the asset and, its eventual disposition. Measurement of any impairment loss for intangible assets that management expectsif impaired, written down to hold and use isfair value based on the amount the carrying value exceeds the fair value of the asset.discounted cash flows. No impairment of intangible assets has been identified during any of the fiscal years presented. The intangible assets have no assigned residual values.

 

Accrued Liabilities

Accrued liabilities include estimates relating to employee compensation, operating expenses and tax liabilities. Approximately 15%Annual cash-based awards that are variable and discretionary in nature represent approximately 10% of theour Company’s employee incentive compensation programs are discretionary.program. At the end of each fiscal year, FactSet conducts a final review of both Company and individual performance within each department to determine the amount of discretionary employee compensation. The Company also reviews compensation throughout the year to determine how overall performance tracks against management’s expectations. Management takes these and other factors, including historical performance, into account in reviewing accrued compensation estimates quarterly and adjusting accrual rates as appropriate. The amount of the variable employee compensation recorded within accrued compensation as of August 31, 20152018 and 2014,2017, was $38.6$43.6 million and $37.3$39.2 million, respectively. During fiscal 2018 the Company incurred $17.4 million of restructuring charges primarily related to employee compensation and severance of which $5.6 million was recorded as Accrued compensation as of August 31, 2018 which will be paid during fiscal 2019.


Derivative Instruments

 

Derivative Instruments

FactSet conducts business outside the U.S. in several currencies including the Indian Rupee, Philippine Peso, British Pound Sterling, Euro, Indian Rupee, Japanese Yen and Japanese Yen.Philippine Peso. As such, itthe Company is exposed to movements in foreign currency exchange rates compared to the U.S. dollar. The Company utilizes derivative instruments (foreign currency forward contracts) to manage the exposures related to the effects of foreign exchange rate fluctuations and reduce the volatility of earnings and cash flows associated with changes in foreign currency. The Company does not enter into foreign exchange forward contracts for trading or speculative purposes. In designing a specific hedging approach, FactSet considers several factors, including offsetting exposures, significance of exposures, forecasting risk and potential effectiveness of the hedge. These transactions are designated and accounted for as cash flow hedges in accordance with applicable accounting guidance.guidance. The changes in fair value for these foreign currency forward contracts are initially reported as a component of accumulated other comprehensive loss (“AOCL”) and subsequently reclassified into operating expenses when the hedged exposure affects earnings. The gains and losses on foreign currency forward contracts mitigate the variability in operating expenses associated with currency movements. All derivatives are assessed for effectiveness at each reporting period.

 


Foreign Currency Translation

Certain wholly ownedwholly-owned subsidiaries within the European and Asia Pacific segments operate under a functional currency different from the U.S. dollar, such as the British Pound Sterling, Euro, Indian Rupee, Japanese Yen Indian Rupee and Philippine Peso. The financial statements of these foreign subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, and average rates for the period for revenues and expenses. Translation gains and losses that arise from translating assets, liabilities, revenues and expenses of foreign operations are recorded in AOCL as a component of stockholders’ equity. The accumulated foreign currency translation loss totaled $43.7$48.0 million and $18.4$38.5 million at August 31, 20152018 and 2014,2017, respectively.

 

Income and Deferred Taxes

 

Income tax expense is based on taxable income determined in accordance with currentlycurrent enacted laws and tax rates. Deferred income taxes are recorded for the temporary differences between the financial statement and tax bases of assets and liabilities using currentlycurrent enacted tax rates. FactSet recognizes the financial effect of an income tax position only if it is more likely than not (greater than 50%) that the tax position will prevail upon tax examination, based solely on the technical merits of the tax position as of the reporting date. Otherwise, no benefit or expense can be recognized in the consolidated financial statements. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, FactSet accrues interest on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest is classified as income tax expense in the financial statements. As of August 31, 2015,2018, the Company had gross unrecognized tax benefits totaling $6.8$9.2 million, including $1.3$1.1 million of accrued interest, recorded as non-current taxesTaxes payable in(non-current) on the Consolidated Balance Sheet.

 

Stock-Based Compensation

Accounting guidance requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including stock options, restricted stock and common shares acquired under employee stock purchases based on estimated fair values of the share awards that are scheduled to vest during the period. FactSet uses the straight-line attribution method for all awards with graded vesting features and service conditions only. Under this method, the amount of compensation expense that is recognized on any date is at least equal to the vested portion of the award on that date. For all stock-based awards with performance conditions, the graded vesting attribution method is used by the Company to determine the monthly stock-based compensation expense over the applicable vesting periods.

 

As stock-based compensation expense recognized is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based primarily on historical experience. Windfall tax benefits, defined as tax deductions that exceed recorded stock-based compensation, are classified as cash inflows from financing activities.

Performance-based stock options require management to make assumptions regarding the likelihood of achieving Company performance targets on a quarterly basis.Thebasis. The number of performance-based options that vest will be predicated on the Company achieving certain performance levels. A change in the financial performance levels the Company achieves could result in changes to FactSet’s current estimate of the vesting percentage and related stock-based compensation.

 


Treasury Stock

The Company accounts for repurchased common stock under the cost method and includes such treasury stock as a component of its stockholders’ equity. AtThe Company accounts for the timeformal retirement of treasury stock retirement is approved by FactSet’s Board of Directors, the Company’s accounting policy is to deductdeducting its par value from common stock, reduce APICreducing additional paid-in capital (“APIC”) by the average amount recorded in APIC when the stock was originally issued and any remaining excess of cost as a deductiondeducted from retained earnings.

 

Operating Leases

The Company conducts all of its operations in leased facilities which have minimum lease obligations under non-cancelable operating leases. Certain of these leases contain rent escalations based on specified percentages. Most of the leases contain renewal options and require payments for taxes, insurance and maintenance. Rent expense is charged to operations as incurred except for escalating rents, which are charged to operations on a straight-line basis over the life of the lease.Leaselease. Lease incentives, relating to allowances provided by landlords, are amortized over the term of the lease as a reduction of rent expense. Costs associated with acquiring a subtenant, including broker commissions and tenant allowances, are amortized over the sublease term as a reduction of sublease income.

 


Business Combinations

The Company records acquisitions using the purchase method of accounting. All of the assets acquired, liabilities assumed, contractual contingencies and contingent consideration are recognized at their fair value on the acquisition date. The application of the purchase method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses and restructuring costs are recognized separately from the business combination and are expensed as incurred.

 

Concentrations of Risk

Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company seeks to mitigate its credit risks by spreading such risks across multiple counterparties and monitoring the risk profiles of these counterparties.

 

New Accounting Standards or Updates Recently Adopted

 

Except forAs of the beginning of fiscal 2018, FactSet implemented all applicable new accounting standard updates disclosed below, the newstandards and updates issued by the Financial Accounting Standards Board (“FASB”) that were in effect. There were no new standards or updates adopted during the last three fiscal years that had a material impact on the consolidated financial statements.

Balance Sheet Classification of Deferred Taxes

During the first quarter of fiscal 2018, FactSet adopted the accounting standard update issued by the FASB in November 2015, to simplify the presentation of deferred taxes on the balance sheet. This accounting standard update required an entity to present all deferred tax assets and deferred tax liabilities as non-current on the balance sheet. Under the previous guidance, entities were required to separately present deferred taxes as current or non-current. Netting deferred tax assets and deferred tax liabilities by tax jurisdiction is still required under the new guidance. This accounting standard update is a change to the balance sheet presentation only. The changes have been applied prospectively as permitted by the standard and prior periods have not been restated.

Share-Based Payments

During the first quarter of fiscal 2018, FactSet adopted the accounting standard update issued by the FASB in March 2016, which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. This accounting standard update increases the volatility within the Company’s provision for income taxes, as all excess tax benefits or deficiencies related to share-based payments that were previously reported within equity will now be recognized in the consolidated statement of income. The adoption of this standard resulted in the recognition of $9.5 million of excess tax benefits to FactSet’s provision for income taxes during fiscal 2018. In addition, this standard changed the classification of excess tax benefits presented in the Company’s consolidated statements of cash flows from a financing activity to an operating activity, which was applied on a prospective basis as permitted by the standard. Prior periods were not restated. Share-based payment expense continues to reflect estimated forfeitures of share-based payment awards. The remaining provisions of this standard did not have ana material impact on the Company’s consolidated financial statements.

 


Reporting

Income Taxes

During the third quarter of Amounts Reclassified out of Accumulated Other Comprehensive Income

In February 2013,fiscal 2018, FactSet adopted the FASB issued an accounting standard update issued by the FASB in March 2018, which provides guidance related to require reclassification adjustments from other comprehensive income to be presented eithertax accounting implications under the Tax Cuts and Jobs Act (“TCJA”) enacted on December 22, 2017, effective January 1, 2018. Areas of clarification under the update are the measurement period timeframe, changes in the financial statements or in the notessubsequent reporting periods, and reporting requirements as they relate to the financial statements. This accountingTCJA. Due to the complexity of the TCJA, the standard update became effective forallows companies to record provisional amounts, or reasonable estimates of the tax effects of the TCJA during a measurement period not to exceed one year from the enactment date. As a result of the TCJA, FactSet beginning in the first quarterrecorded a one-time transition tax expense of fiscal 2014$23.2 million and the additional information has been disclosed in Note 6,Other Comprehensive (Loss) Income and Accumulated Other Comprehensive Loss.

Cumulative Translation Adjustments

In March 2013, the FASB issued an accounting standard update requiring an entity to release into net income the entire amount of a cumulative translation adjustment$2.3 million tax expense related to its investmentthe remeasurement of the net U.S. deferred tax position. The Company will continue to analyze the TCJA and related accounting guidance and interpretation in a foreign entity when as a parent it either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assetsorder to finalize any impacts within a foreign entity. This accounting standard update was adopted by FactSet beginning in the first quarter of fiscal 2014 and did not have an impact onone-year measurement period from the Company’s consolidated financial statements.TCJA enactment date.

 

Recent Accounting Standards or Updates Not Yet Effective

 

Reporting Discontinued OperationsRevenue Recognition

In AprilMay 2014 and July 2015, the FASB issued an accounting standard update that changes the criteria for reporting discontinued operations. Under the accounting standard update, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on an entity's operations and financial results when either it qualifies as held for sale, disposed of by sale, or disposed of other than by sale. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2016.The Company does not believe this new accounting standard update will have a material impact on its consolidated financial statements.

Revenue Recognition

In May 2014, the FASB issued an accounting standard updateupdates which provides clarified principles for recognizing revenue arising from contracts with clients and supersedessuperseded most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applyingThe new guidance also requires increased disclosures including the revenue modelnature, amount, timing, and uncertainty of revenues and cash flows related to contracts with clients. 

The standard allows two methods of adoption: i) retrospectively to each prior period presented (“full retrospective method”), or ii) retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption (“modified retrospective method”). FactSet will adopt the new standard using the modified retrospective method at the beginning of its first quarter of fiscal 2019. 

FactSet’s implementation efforts include the identification of revenue within the scope of the standard and an evaluation of contract revenue under the new guidance. Additionally, an assessment of the qualitative and quantitative impacts of pricing changes during the contractual term and fulfillment costs was made.

Services and products offered by FactSet mostly result in the customer simultaneously receiving and consuming the benefits. Thus, FactSet will be required to record revenue for its scope,contracts using the over-time revenue recognition model which is comparable with how revenue is recognized today. The Company anticipates the new standard will impact the Company's accounting for certain fulfillment costs, which include up-front costs to allow for the delivery of services and products that are expected to be recovered. Under the new standard, such up-front costs would be recognized as an asset and amortized consistent with the associated revenue for providing the services. Currently, these costs are expensed as incurred. The Company does not expect the adoption of the new revenue recognition standard to result in a material change to its consolidated financial statements. 

Recognition and Measurement of Financial Assets and Financial Liabilities

In January 2016, the FASB issued an accounting standard update to amend its current guidance on the classification and measurement of certain financial instruments. The accounting standard update significantly revises an entity’s accounting related to the presentation of certain fair value changes for financial liabilities measured at fair value. This guidance also amends certain disclosure requirements associated with the fair value of financial instruments. This guidance will be effective for FactSet beginning in the first quarter of fiscal 2019. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

Leases

In February 2016, the FASB issued an accounting standard update related to accounting for leases. The guidance introduces a lessee model that requires most leases to be reported on the balance sheet. The accounting standard update aligns many of the underlying principles of the new lessor model with those in the FASB’s new revenue recognition standard. The guidance also eliminates the requirement in current GAAP for an entity to use bright-line tests in determining lease classification. This accounting standard update will identify the contract with a client, identify the performance obligationsbe effective for FactSet beginning in the contract, determinefirst quarter of fiscal 2020, with early adoption in fiscal 2019 permitted. The Company is currently evaluating the transaction price, allocateimpact of this accounting standard update, including the transaction pricetransition method, but does expect the adoption to have a material impact to its balance sheet. However, it does not expect the adoption to have a material impact on the statements of income, comprehensive income or cash flows. See Note 19 for information regarding our undiscounted future lease commitments.


Cash Flow Simplification

In August 2016, the FASB issued an accounting standard update which simplifies how certain transactions are classified in the statement of cash flows. This includes revised guidance on the cash flow classification of debt prepayments and debt extinguishment costs, contingent consideration payments made after a business combination and distributions received from equity method investments. The guidance is intended to reduce diversity in practice across all industries. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2019. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

Income Taxes on Intra-Entity Transfers of Assets

In October 2016, the FASB issued an accounting standard update, which removes the prohibition against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory.  The guidance is intended to reduce diversity in practice related to the performance obligationstax consequences of certain types of intra-entity asset transfers, particularly those involving intellectual property.  This accounting standard update will be effective for FactSet beginning in the contractfirst quarter of fiscal 2019. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

Goodwill Impairment Test

In January 2017, the FASB issued an accounting standard update which removes the requirement for companies to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2021, with early adoption permitted for any impairment tests performed after January 1, 2017 and recognize revenue when (or as)is not expected to have a material impact on the Company.

Hedge Accounting Simplification

In August 2017, the FASB issued an accounting standard update to reduce the complexity of and simplify the application of hedging accounting. The guidance refines and expands hedge accounting for both financial and nonfinancial risk components, eliminates the need to separately measure and report hedge ineffectiveness, and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. This guidance will be effective for FactSet beginning in the first quarter of fiscal 2020, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update but is not expected to have a material impact on the consolidated financial statements.

Share-Based Payments

In May 2017, the FASB issued an accounting standard update, which amends the scope of modification accounting for share-based payment arrangements. The guidance focuses on changes to the terms or conditions of share-based payment awards that would require the application of modification accounting and specifies that an entity satisfies a performance obligation.would not apply modification accounting if the fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2019, with early adoption in fiscal 2018 permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

 


Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

 

Going Concern

In August 2014,February 2018, the FASB issued an accounting standard update, that requires managementwhich allows companies to evaluatereclassify certain stranded income tax effects resulting from the enactment of the Tax Cuts and disclose whether there are conditions and events that raise substantial doubt about an entity’s abilityJobs Act (the "TCJA") from accumulated other comprehensive income to continue as a going concern within one year after financial statements are issued. The evaluation and disclosure will be required to be made for both annual and interim reporting periods, if applicable, along with an evaluation as to whether management’s plans alleviate that doubt.retained earnings. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2017.2019, with early adoption permitted. The Company does not believeis currently evaluating the impact of this new accounting standard update will have a material impact on its consolidated financial statements.

 

Income Statement Presentation – Extraordinary and Unusual ItemsImplementation Costs in a Cloud Computing Arrangement

In January 2015,August 2018, the FASB issued an accounting standard update related to a client’s accounting for implementation costs incurred in a cloud computing arrangement that eliminates from GAAPis a service contract. This guidance aligns the conceptrequirements for capitalizing implementation costs in a cloud computing service contract with the guidance for capitalizing implementation costs to develop or obtain internal-use software. Capitalized implementation costs will be expensed over the term of extraordinary items.the arrangement. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2017.2021, with early adoption permitted. The standard primarily involves presentation and disclosure and, therefore,Company is not expected to have a materialcurrently evaluating the impact on the Company’s financial condition, results of operations or its cash flows.

Simplification Guidance on Debt Issuance Costs

In April 2015, the FASB issued anthis accounting standard update which changes the presentation of debt issuance costs in the applicable financial statements. Under the accounting standard update, an entity should present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2017. The Company does not believe this new accounting standard update will have a material impact on its consolidated financial statements.

In August 2015, the FASB issued an accounting standard update to amend the previous guidance issued in April 2015 and address debt issuance costs related to line-of-credit arrangements. The accounting standard update allows an entity to present debt issuance costs related to a line-of-credit as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the arrangement. This accounting standard update did not impact the effective date of the previously issued guidance and the Company does not believe it will have a material impact on its consolidated financial statements.

Customers’ Accounting for Cloud Computing Costs

In April 2015, the FASB issued an accounting standard update to provide guidance on a customer’s accounting for cloud computing costs. Under the accounting standard update, a customer must determine whether a cloud computing arrangement contains a software license. If so, the customer would account for the fees related to the software license element in a manner consistent with how the accounting for software licenses is accounted for under previously issued guidance. If the arrangement does not contain a software license, the customer would account for the arrangement as a service contract. This guidance will be effective for FactSet beginning in the first quarter of fiscal 2017. The Company does not believe this new accounting standard update will have a material impact on its consolidated financial statements.

 

No other new accounting pronouncements issued or effective as of August 31, 20152018, have had or are expected to have an impact on the Company’s consolidated financial statements.

 


4.

4. FAIR VALUE MEASURES

 

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the use of various valuation methodologies, including market, income and cost approaches is permissible. The Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability.

 

Fair Value Hierarchy

 

The accounting guidance for fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value based on the reliability of inputs. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect their placement within the fair value hierarchy levels. FactSet has categorized its cash equivalents, investments and derivatives within the fair value hierarchy as follows:

 

Level 1 -applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. These Level 1 assets and liabilities include FactSet’s corporate money market funds that are classified as cash equivalents.

 

Level 2 -applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. The Company’s certificates of deposit and derivative instruments are classified as Level 2.

 


Level 3 -applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. There were no Level 3 assets or liabilities held by FactSet as of August 31, 20152018 or 2014.2017.


(a) AssetsAssets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables shows by level within the fair value hierarchy the Company’s assets and liabilities that are measured at fair value on a recurring basis at August 31, 20152018 and 2014 (in thousands):2017:

 

 

Fair Value Measurements at Reporting Date Using

  

Fair Value Measurements at August 31, 2018

 

August 31, 2015

 

Level 1

  

Level 2

  

Level 3

  

Total

 

(in thousands)

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets

                                

Corporate money market funds(1)

 $89,443  $  $  $89,443  $75  $  $  $75 

Certificates of deposit(2)

     23,497      23,497 

Derivative instruments(3)

     1,035      1,035 

Mutual Funds(2)

     18,668      18,668 

Certificates of deposit(3)

     10,591      10,591 

Derivative instruments(4)

     90      90 

Total assets measured at fair value

 $89,443  $24,532  $  $113,975  $75  $29,349  $  $29,424 
                                

Liabilities

                                

Derivative instruments(3)

 $  $1,602  $  $1,602 

Derivative instruments(4)

 $  $4,036  $  $4,036 

Total liabilities measured at fair value

 $  $1,602  $  $1,602  $  $4,036  $  $4,036 

 

 

Fair Value Measurements at Reporting Date Using

  

Fair Value Measurements at August 31, 2017

 

August 31, 2014

 

Level 1

  

Level 2

  

Level 3

  

Total

 

(in thousands)

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets

                                

Corporate money market funds(1)

 $75,363  $  $  $75,363  $26,677  $  $  $26,677 

Certificates of deposit(2)

     20,008      20,008 

Derivative instruments(3)

     1,406      1,406 

Mutual Funds(2)

     18,364      18,364 

Certificates of deposit(3)

     14,080      14,080 

Derivative instruments(4)

     6,142      6,142 

Total assets measured at fair value

 $75,363  $21,414  $  $96,777  $26,677  $38,586  $  $65,263 
                                

Liabilities

                                

Derivative instruments(3)

 $  $591  $  $591 

Derivative instruments(4)

 $  $  $  $ 

Total liabilities measured at fair value

 $  $591  $  $591  $  $  $  $ 

 

 

(1)

The Company’s corporate money market funds are traded in an active marketreadily convertible into cash and the net asset value of each fund on the last day of the quarter is used to determine its fair value. As such, the Company’s corporate money market funds are classifiedclassified as Level 1 and included in cashCash and cash equivalents onequivalents within the consolidated balance sheet.Consolidated Balance Sheets.

   

 

(2)

The Company’s mutual funds have a fair value based on the fair value of the underlying investments held by the mutual funds allocated to each share of the mutual fund using a net asset value approach. The fair value of the underlying investments is based on observable inputs. As such, the Company’s mutual funds are classified as Level 2 and are classified as Investments (short-term) on the Consolidated Balance Sheets.

(3)

The Company’s certificates of deposit held for investment are not debt securities and are classified as Level 2. These certificates of deposit have original maturities greater than three months, but less than one year and,and, as such, are classified as investments (short-term) onInvestments (short-term) within the consolidated balance sheet.Consolidated Balance Sheets.

 

 

(3)(4)

The Company utilizes the income approach to measure fair value for its derivative instruments (foreign exchange forward contracts). The income approach uses pricing models that rely on market observable inputs such as spot, forward and interest rates,as well as credit default swap spreads and therefore are classified as Level 2.

 

The Company did not have any transfers between Level 1 and Level 2 fair value measurements during the periods presented.

 

(b)(b) Assets and Liabilities Measured at Fair Value on a Non-recurringNon-Recurring Basis

Certain assets, including goodwill and intangible assets, and liabilities, are measured at fair value on a non-recurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances such as when they are deemed to be other-than-temporarily impaired. The fair values of these non-financial assets and liabilities are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables,comparable, and discounted cash flow projections. An impairment charge is recorded when the cost exceeds its fair value, based upon the results of such valuations. During fiscal 20152018 and 2014,2017, no fair value adjustments or material fair value measurements were required for the Company’s non-financial assets or liabilities.

 


(c)Assets and Liabilities Measured at Fair Value for Disclosure Purposes only

 

As of August 31, 2015,2018, and 2017, the fair value of the Company’s long-term debt was $35.0$575.0 million, which approximated its carrying amount given its floating interest rate basis. FactSet did not have any long-term debt as of August 31, 2014. The fair value of the Company’s long-term debt was determined based on quoted market prices for debt with a similar maturity, and thus categorized as Level 2 in the fair value hierarchy.

 


5.

5. DERIVATIVE INSTRUMENTS

 

Cash Flow Hedges

 

FactSet conducts business outside the U.S. in several currencies including the British Pound Sterling, Euro, Indian Rupee, Japanese Yen Indian Rupee and Philippine Peso. As such, it is exposed to movements in foreign currency exchange rates compared to the U.S. dollar. The Company utilizes derivative instruments (foreign currency forward contracts) to manage the exposures related to the effects of foreign exchange rate fluctuations and reduce the volatility of earnings and cash flows associated with changes in foreign currency. The Company does not enter into foreign exchangecurrency forward contracts for trading or speculative purposes. In designing a specific hedging approach, FactSet considered several factors, including offsetting exposures, the significance of exposures, the forecasting of risk and the potential effectiveness of the hedge. The gains and losses on foreign currency forward contracts offset the variability in operating expenses associated with currency movements. The changes in fair value for these foreign currency forward contracts are initially reported as a component of AOCL and subsequently reclassified into operating expenses when the hedged exposure affects earnings. There was no discontinuance of cash flow hedges during fiscal 20152018 or 2014,2017, and as such, no corresponding gains or losses related to changes in the value of the Company’s contracts were reclassified into earnings prior to settlement.

 

As of August 31, 2015,2018, FactSet maintained the following foreign currency forward contracts to hedge its Indian Rupee, British Pound Sterling and Euro exposure:exposures:

 

 

Philippine Peso – foreign currency forward contracts to hedge approximately 75% of its Philippine Peso exposure through the fourth quarter of fiscal 2020.

Indian Rupee- foreign currency forward contracts to hedge approximately 75% of its Indian Rupee exposure through the third quarter of fiscal 2019 and 50% of its exposure from the fourth quarter of fiscal 2019 through the end of the second quarter of fiscal 2018.2020.

 

 

Euro – foreign currency forward contracts to hedge approximately 50% of its Euro exposure through the third quarter of fiscal 2019.

British Pound Sterling -foreign currency forward contracts to hedge approximately 50% of its British Pound Sterling exposure through the secondthird quarter of fiscal 2016.

Euro -foreign currency forward contracts to hedge approximately 50% of its Euro exposure through the fourth quarter of fiscal 2016.2019.

 

The following is a summary of all hedging positions and corresponding fair values (in thousands):values:

 

 

Gross Notional Value

  

Fair Value Asset (Liability)

  

Gross Notional Value

  

Fair Value (Liability) Asset

 

Currency Hedged (in U.S. dollars)

 

Aug 31, 2015

  

Aug 31, 2014

  

Aug 31, 2015

  

Aug 31, 2014

 

Currency Hedged

(in thousands, in U.S. dollars)

 

August 31, 2018

  

August 31, 2017

  

August 31, 2018

  

August 31, 2017

 

Philippine Peso

 $52,000  $  $(1,230) $ 

Indian Rupee

 $56,320  $38,479  $(990) $700   50,780   51,000   (1,490)  6,142 

Philippine Peso

     6,500      115 

Euro

  20,263      143      26,312      (503)   

British Pound Sterling

  15,831      280      18,995      (723)   

Total

 $92,414  $44,979  $(567) $815  $148,087  $51,000  $(3,946) $6,142 

 

As of August 31, 2015,2018, the gross notional value of foreign exchangecurrency forward contracts to purchase Philippine Pesos with U.S. dollars was PHP 2.8 billion. The gross notional value of foreign currency forward contracts to purchase Indian Rupees with U.S. dollars was Rs. 4.03.6 billion. The gross notional value of foreign exchangecurrency forward contracts to purchase Euros with U.S. dollars was €18.1€ 22.0 million. The gross notional value of foreign exchangecurrency forward contracts to purchase British Pound Sterling with U.S. dollars was £10.5£14.0 million.

 

Counterparty Credit Risk

 

As a result of the use of derivative instruments, the Company is exposed to counterparty credit risk. FactSet has incorporated counterparty risk into the fair value of its derivative assets and its own credit risk into the value of the Company’s derivative liabilities.liabilities, when applicable. FactSet calculates credit risk from observable data related to credit default swaps (“CDS”) as quoted by publicly available information. Counterparty risk is represented by CDS spreads related to the senior secured debt of the respective bank with whom FactSet has executed these derivative transactions. BecauseAs CDS spread information is not available for FactSet, the Company’s credit risk is determined based on using a simple average of CDS spreads for peer companies. To mitigate counterparty credit risk, FactSet enters into contracts with large financial institutions. The Companyinstitutions and regularly reviews its credit exposure balances as well as the creditworthiness of the counterparties. The Company does not expect any losses as a result of default of its counterparties.

 


 

Fair Value of Derivative Instruments

 

The following tables provide a summary of the fair value amounts of derivative instruments and gains and losses on derivative instruments (in thousands):instruments:

Designation of Derivatives

Balance Sheet Location

 

Aug 31, 2015

  

Aug 31, 2014

 

Derivatives designated as hedging instruments

Assets: Foreign Currency Forward Contracts

        
 

Prepaid expenses and other current assets

 $1,035  $114 
 

Other assets

 $   1,292 
 

Liabilities: Foreign Currency Forward Contracts

        
 

Accounts payable and accrued expenses

 $  $591 
 

Deferred rent and other non-current liabilities

 $1,602  $ 

Designation of Derivatives

(in thousands)

Balance Sheet Location

 

August 31,

2018

  

August 31,

2017

 

Derivatives designated as hedging instruments

Assets: Foreign Currency Forward Contracts

        
 

Prepaid expenses and other current assets

 $90  $3,796 
 

Other assets

 $  $2,346 
          
 

Liabilities: Foreign Currency Forward Contracts

        
 

Accounts payable and accrued expenses

 $1,731  $ 
 

Deferred rent and other non-current liabilities

 $2,305  $ 

 

All derivatives were designated as hedging instruments as of August 31, 20152018 and 2014,2017, respectively.

Derivatives in Cash Flow Hedging Relationships

 

The following table provides the pre-tax effect of derivative instruments in cash flow hedging relationships for the each of the three fiscal years ended August 31, (in thousands):2018, 2017 and 2016:

 

 

(Loss) Gain Recognized

in AOCL on Derivatives
(Effective Portion)

 

Location of Loss

 

(Loss) Reclassified
from AOCL into Income
(Effective Portion)

 

(in thousands)

 

(Loss) Gain Recognized

in AOCL on Derivatives
(Effective Portion)

 

Location of Gain

(Loss) Reclassified

from AOCL

 

Gain (Loss) Reclassified
from AOCL into Income
(Effective Portion)

 

Derivatives in Cash Flow Hedging Relationships

 

2015

  

2014

  

2013

 Reclassified from AOCL into Income(Effective Portion) 

2015

  

2014

  

2013

  

2018

  

2017

  

2016

 

into Income

(Effective Portion)

 

2018

  

2017

  

2016

 

Foreign currency forward contracts

 $(1,939) $8,294  $(6,258)

SG&A

 $(559) $(260) $(1,000) $(7,700) $5,183  $(1,806)

SG&A

 $3,106  $(2,883) $(451)

 

No amount of ineffectiveness was recorded in the Consolidated Statements of Income for these designated cash flow hedges and all components of each derivative’s gain or loss was included in the assessment of hedge effectiveness. As of August 31, 2015,2018, FactSet estimates that $1.0$1.6 million of net derivative gainslosses related to its cash flow hedges included in AOCL will be reclassified into earnings within the next 12 months.

 

Offsetting of Derivative Instruments

 

FactSet’s master netting and other similar arrangements with its respective counterparties allow for net settlement under certain conditions. As of August 31, 20152018 and 2014, respectively, information related to these offsetting arrangements was as follows (in thousands):2017, there were no net settlements recorded on Consolidated Balance Sheets.

  

Derivatives Offset in Consolidated Balance Sheets

 

August 31, 2015

 

Gross Derivative Amounts

  

Gross Derivative Amounts Offset in Balance Sheet

  

Net

Amounts

 

Fair value of assets

 $1,040  $(5) $1,035 

Fair value of liabilities

  (1,607)  5   (1,602)

Total

 $(567) $  $(567)

  

Derivatives Offset in Consolidated Balance Sheets

 

August 31, 2014

 

Gross Derivative Amounts

  

Gross Derivative Amounts Offset in Balance Sheet

  

Net

Amounts

 

Fair value of assets

 $1,406  $  $1,406 

Fair value of liabilities

  (626)  35   (591)

Total

 $780  $35  $815 

 

 

6. OTHER COMPREHENSIVE(LOSS) INCOMEAND ACCUMULATED OTHER COMPREHENSIVE LOSS

 

The components of other comprehensive (loss) income during the fiscal years ended August 31, 2015, 2014,2018, 2017 and 20132016 are as follows (in thousands):follows:

 

 

August 31,

2015

  

August 31,

2014

  

August 31,

2013

  

August 31,

2018

  

August 31,

2017

  

August 31,

2016

 
 

Pre-tax

  

Net of tax

  

Pre-tax

  

Net of tax

  

Pre-tax

  

Net of tax

 

(in thousands)

 

Pre-tax

  

Net of tax

  

Pre-tax

  

Net of tax

  

Pre-tax

  

Net of tax

 

Foreign currency translation adjustments

 $(25,263) $(25,263) $7,895  $7,895  $(5,151) $(5,151) $(9,431) $(9,431) $28,816  $28,816  $(23,644) $(23,644)

Realized loss on cash flow hedges reclassified to earnings(1)

  559   352   260   164   1,000   622 

Realized (gain) loss on cash flow hedges reclassified to earnings (1)

  (3,106)  (2,128)  2,883   1,813   451   284 

Unrealized (loss) gain on cash flow hedges recognized in AOCL

  (1,939)  (1,220)  8,294   5,193   (6,258)  (3,918)  (7,700)  (5,160)  5,183   3,204   (1,806)  (1,141)

Other comprehensive (loss) income

 $(26,643) $(26,131) $16,449  $13,252  $(10,409) $(8,447)

Other comprehensive income (loss)

 $(20,237) $(16,719) $36,882  $33,833  $(24,999) $(24,501)

 

 

(1)

Reclassified to Selling, General and Administrative Expenses

 

The components of AOCL are as follows (in thousands):follows:

 

 

August 31,

2015

  

August 31,

2014

 

Accumulated unrealized (losses) gains on cash flow hedges, net of tax

 $(358) $510 

(in thousands)

 

August 31,

2018

  

August 31,

2017

 

Accumulated unrealized (gain) losses on cash flow hedges, net of tax

 $(3,486) $3,802 

Accumulated foreign currency translation adjustments

  (43,694)  (18,431)  (47,953)  (38,522)

Total accumulated other comprehensive loss

 $(44,052) $(17,921) $(51,439) $(34,720)

 


7. SEGMENT INFORMATION

 

Operating segments are defined as (i) components of an enterprise that engage in business activities from which they may earn revenuesrevenue and incur expenses, whoseexpense, (ii) with operating results are regularly reviewed by the enterprise’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and (iii) for which discrete financial information is available. Executive management, along with the CEO, constitute FactSet’s CODM is itschief operating decision making group (“CODMG”). Executive management consists of certain executives who directly report to the CEO, consisting of the Chief ExecutiveFinancial Officer, whoChief Technology and Product Officer, Global Head of Sales and Client Solutions, General Counsel, Chief Human Resources Officer and Head of Analytics & Trading. The CODMG reviews financial information at the operating segment level and is responsible for making decisions about resources allocated amongst the operating segments based on actual results.

 

FactSet’s operating segments are aligned with how the Company, including its CODM,CODMG, manages the business and the demographic markets in which FactSet serves. The Company’s internal financial reporting structure is based on three segments; the U.S., Europe and Asia Pacific. FactSet believes this alignment helps it better manage the business and view the markets the Company serves, which are centered on providing integrated global financial and economic information. Sales, consulting, data collection, product development and software engineering are theThe primary functional groups within the U.S., Europe and Asia Pacific segments thatinclude sales, consulting, data collection, product development and software engineering, which provide global financial and economic information to investment managers, investment banks and other financial services professionals.

The U.S. segment services financeinvestment professionals including financial institutions throughout the Americas, while theAmericas. The European and Asia Pacific segments service investment professionals located throughout Europe and Asia respectively.The accounting policies of the segments are the same as those described in the Note 3,Summary of Significant Accounting Policies.

The European segment is headquartered in London, England and maintains office locations in France, Germany, Italy, Ireland, Latvia, Luxembourg, the Netherlands, Spain, South Africa, Sweden and Dubai. The Asia Pacific, segment is headquartered in Tokyo, Japan with office locations in Australia, Hong Kong, Singapore and Mumbai, India.respectively. Segment revenues reflect direct sales to clients based in their respective geographic locations. There are no intersegment or intercompany sales of the FactSet services. Each segment records compensation expense, including stock-based compensation, amortization of intangible assets, depreciation of furniture and fixtures, amortization of leasehold improvements, communication costs, professional fees, rent expense, travel, marketing, office and other direct expenses.

Expenditures associated with the Company’s data centers, third partythird-party data costs and corporate headquarters charges are recorded by the U.S. segment and are not allocated to the other segments. The content collection centers located in India and the Philippines benefit all of the Company’s operating segments and thus the expenses incurred at these locations are allocated to each segment based on a percentage of revenues. Of the total $308.3$701.8 million of goodwill reported by the Company at August 31, 2015, 69%2018, 54% was recorded in the U.S. segment, 30%45% in the European segment and the remaining 1% in the Asia Pacific segment.


 

The following reflects the results of operations of the segments consistent with the Company’s management system. These results are used, in part, by management, both in evaluating the performance of, and in allocating resources to, each of the segments (in thousands).segments.

 

Year Ended August 31, 2015

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

(in thousands)

Year Ended August 31, 2018

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenues from clients

 $678,774  $251,522  $76,472  $1,006,768  $841,908  $387,589  $120,648  $1,350,145 

Segment operating profit

  172,980   116,310   42,628   331,918   148,095   148,977   69,132   366,204 

Total assets

  427,990   239,689   68,992   736,671   724,259   585,497   109,692   1,419,448 

Depreciation and amortization

  23,645   5,135   2,569   31,349   37,453   15,710   4,122   57,285 

Stock-based compensation

  23,006   2,991   374   26,371   26,014   4,857   645   31,516 

Capital expenditures

  22,459   460   2,763   25,682   20,358   3,140   10,022   33,520 

 

Year Ended August 31, 2014

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Year Ended August 31, 2017

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenues from clients

 $624,642  $227,395  $68,298  $920,335  $784,146  $330,332  $106,701  $1,221,179 

Segment operating profit

  165,004   100,937   36,278   302,219   137,104   153,676   61,355   352,135 

Total assets

  362,255   239,654   61,303   663,212   703,941   609,368   100,006   1,413,315 

Depreciation and amortization

  25,574   5,656   3,205   34,435   35,244   9,837   3,213   48,294 

Stock-based compensation

  20,288   2,231   372   22,891   30,247   3,320   616   34,183 

Capital expenditures

  16,047   647   1,049   17,743   29,561   2,385   4,916   36,862 

 

Year Ended August 31, 2013

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenues from clients

 $586,865  $208,827  $62,420  $858,112 

Segment operating profit

  138,706   100,187   30,526   269,419 

Total assets

  444,406   193,202   52,589   690,197 

Depreciation and amortization

  27,757   4,027   3,995   35,779 

Stock-based compensation

  37,307   2,264   380   39,951 

Capital expenditures

  13,649   1,276   3,592   18,517 

Year Ended August 31, 2016

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenues from clients

 $755,492  $277,682  $93,918  $1,127,092 

Segment operating profit

  165,251   131,410   53,015   349,676 

Total assets

  654,796   279,864   84,501   1,019,161 

Depreciation and amortization

  31,529   4,220   2,303   38,052 

Stock-based compensation

  25,776   3,459   558   29,793 

Capital expenditures

  38,631   4,092   5,017   47,740 

 

GEOGRAPHIC INFORMATION -The following table sets forth information for those countries that are 10% or more of revenues (in thousands):revenues:

 

Years Ended August 31,

 

2015

  

2014

  

2013

 

Revenues(1)

            
 

Years ended August 31,

 

(in thousands)

 

2018

  

2017

  

2016

 

Revenues(1)

            

United States

 $678,774  $624,642  $586,865  $841,908  $784,146  $755,492 

United Kingdom

  144,769   131,848   121,072   332,006   163,732   154,902 

All other European countries

  106,753   95,547   87,755   55,583   166,600   122,780 

Asia Pacific

  76,472   68,298   62,420   120,648   106,701   93,918 

Total revenues

 $1,006,768  $920,335  $858,112  $1,350,145  $1,221,179  $1,127,092 

 

 

(1)

Revenues are attributed to countries based on the location of the client.

 

The following table sets forth long-lived assets by geographic area (in thousands):area:

 

At August 31,

 

2015

  

2014

  

2013

 

Long-lived Assets(1)

            
 

At August 31,

 

(in thousands)

 

2018

  

2017

  

2016

 

Long-lived Assets(1)

            

United States

 $49,923  $46,294  $51,184  $74,792  $79,299  $70,646 

United Kingdom

  3,655   4,669   4,806   5,806   6,012   5,772 

All other European countries

  1,322   2,267   3,051   5,774   6,306   1,018 

Asia Pacific

  4,364   4,411   6,330   14,173   8,837   7,186 

Total long-lived assets

 $59,264  $57,641  $65,371  $100,545  $100,454�� $84,622 

 

(1(1))

Long-lived assets consist of property, equipment and leasehold improvements, net of accumulated depreciation and amortization and exclude goodwill, intangible assets, deferred taxes and other assets.

 

 

8.8. BUSINESS COMBINATIONS

 

Code Red, Inc.BISAM

 

On February 6, 2015,March 17, 2017, FactSet acquired Code Red, Inc.BI-SAM Technologies (“Code Red”BISAM”) for $36.0a total purchase price of $217.6 million. At the timeBISAM is a global provider of acquisition, Code Red employed 32 individualsportfolio performance and had annual subscriptions of $9.3 million. Code Red provides researchattribution, multi-asset risk, GIPS composites management technologiesand reporting. BISAM’s product offerings include B-One, BISAM’s cross-asset solution, which will serve as a complement to the investment community, including endowmentsboth FactSet’s portfolio analytics suite and foundations, institutional asset managers, sovereign wealth funds, pensions,client reporting solutions, and hedge funds. With the addition of Code Red to FactSet's existing Research Management Solutions (“RMS”), FactSet now offers an RMSCognity, which enhances FactSet’s risk analysis for all its clients' workflows, which is consistent with the Company’s strategy of offering softwarederivatives and tools to make client workflows more efficient. This factorquantitative portfolio construction. These factors contributed to a purchase price in excess of fair value of Code Red’sBISAM’s net tangible and intangible assets, leading to the recognition of goodwill. At the time of acquisition, BISAM employed over 160 employees based primarily in its New York, Boston, Paris, London and Sofia offices. Total transaction costs of $3.2 million were recorded within Selling, General and Administrative (“SG&A”) expenses in the Consolidated Statements of Income during fiscal 2017.


The total purchase price of Code Red is as follows (in thousands):

Cash consideration

 $32,962 

Fair value of FactSet stock issued

  2,991 

Total purchase price

 $35,953 

The purchase price was allocated to Code Red’sBISAM’s net tangible and intangible assets based upon their estimated fair value as of the date of acquisition. Based upon these estimated fair values and the preliminary intangible assets valuation, the purchase price and the valuation, the allocation is as follows (in thousands):follows:

 

Tangible assets acquired

 $3,090 

Amortizable intangible assets

    

Software technology

  4,728 

Client relationships

  3,089 

Non-compete agreements

  277 

Trade name

  127 

Goodwill

  29,627 

Total assets acquired

 $40,938 

Liabilities assumed

  (4,985)

Net assets acquired

 $35,953 

(in thousands)

 

Tangible assets acquired

 $27,583 

Amortizable intangible assets

    

Software technology

  18,261 

Client relationships

  37,597 

Trade name

  741 

Goodwill

  173,898 

Total assets acquired

 $258,080 

Liabilities assumed

  (40,443)

Net assets acquired

 $217,637 

 

Intangible assets of $8.2$56.6 million have been allocated to amortizable intangible assets consisting of client relationships, amortized over 16 years using an accelerated amortization method; software technology, amortized over sixfive years using a straight-line amortization method; client relationships, amortized over seven years using an accelerated amortization method; non-compete agreements, amortized over four years usingmethod; and a straight-line amortization method; and trade name, amortized over threefour years using a straight-line amortization method.

 

Goodwill totaling $29.6$173.9 million represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Goodwill generated from the Code RedBISAM acquisition is included in the U.S. segmentUS and European segments and is not deductible for income tax purposes. The results of operations of Code RedBISAM have been included in the Company’s Consolidated Statements of Income since the completion of the acquisition on February 6, 2015 and the results did not have a material impact as of August 31, 2015.March 17, 2017. Pro forma information has not been presented because the effect of thisthe BISAM acquisition wasis not material to the Company’s consolidated financial results.

Matrix Data LimitedVermilion

 

During the second quarter of fiscal 2014,On November 8, 2016, FactSet acquired Matrix DataVermilion Holdings Limited (“Matrix”Vermilion”) for a total purchase price of $31.8$67.9 million. Matrix’ primary lineVermilion is a global provider of business is providing intelligenceclient reporting and communications software and services to the UK financial services industryindustry. Client reporting is a growing area of the market as regulatory requirements rise and covering market share of mutual fund distribution. Matrix has developed customer, channel and market benchmarking solutions that help clients optimize product distribution and improve marketing effectiveness to drive revenue growth. Atwith the time of acquisition, Matrix had annual subscriptions of $7 million. The acquisition of Matrix allowsVermilion and its Vermilion Reporting Suite (“VRS”), FactSet tonow offers a workflow around all elements of the client reporting process, which it expects will expand its current U.S. advisor-sold investments and insurance products to the UK, with the potential to ultimately expand this coverage throughout continental Europe. The opportunity for FactSet to develop an international presence and complement its existing U.S. product offeringsas investors grow increasingly sophisticated. This factor contributed to a purchase price in excess of fair value of the MatrixVermilion’s net tangible and intangible assets, leading to the recognition of goodwillgoodwill. At the time of acquisition, Vermilion employed 59 individuals in connection withits London, Boston and Singapore offices. Total transaction costs related to the acquisition.acquisition were $0.7 million in fiscal 2017 and recorded within SG&A expenses in the Consolidated Statements of Income during fiscal 2017.

 

The total purchase price was allocated to Matrix’Vermilion’s net tangible and intangible assets based upon their estimated fair value as of the date of acquisition. Allocation ofBased upon the purchase price toand the assets acquired and liabilities assumed was finalized duringvaluation, the third quarter of fiscal 2014. There were no material adjustments between the preliminary and final allocation of purchase price.is as follows:

 

(in thousands)

 

Tangible assets acquired

 $7,916 

Amortizable intangible assets

    

Software technology

  10,916 

Client relationships

  5,954 

Non-compete agreements

  806 

Trade name

  571 

Goodwill

  51,157 

Total assets acquired

 $77,320 

Liabilities assumed

  (9,434)

Net assets acquired

 $67,886 

The final Matrix purchase price of $31.8 million was allocated as follows (in thousands):

Tangible assets acquired

 $7,459 

Amortizable intangible assets

    

Data content

  3,408 

Client relationships

  2,816 

Software technology

  1,708 

Trade name

  670 

Non-compete agreements

  147 

Goodwill

  25,531 

Total assets acquired

 $41,739 

Liabilities assumed

  (9,941)

Net assets acquired

 $31,798 

 

Intangible assets of $8.7$18.2 million have been allocated to amortizable intangible assets consisting of data content,client relationships, amortized over four15 years using an accelerated amortization method; software technology, amortized over six years using a straight-line amortization method; client relationships, amortized over eight years using an accelerated amortization method; software technology, amortized over five years using a straight-line amortization method;method; non-compete agreements, amortized over three years using a straight-line amortization method;method; and a trade name, amortized over four years using a straight-line amortization method.

 

Goodwill totaling $25.5$51.2 million represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Goodwill generated from the MatrixVermilion acquisition is included in the European segment and is not deductible for income tax purposes. The results of the operations of MatrixVermilion have been included in the Company’s Consolidated StatementStatements of Income since the completion of the acquisition and did not have a material impact on consolidated fiscal 2014 financial results, and as such, proNovember 8, 2016. Pro forma information has not been presented.presented because the effect of the Vermilion acquisition is not material to the Company’s consolidated financial results.

 


Revere Data

Portware LLC

 

On September 1, 2013,October 16, 2015, FactSet paid $15.3 millionacquired Portware LLC (“Portware”) for a total purchase price of $263.6 million. At the time of acquisition, Portware employed 166 individuals in cash to acquireits New York, London, Hong Kong, and Hyderabad, India offices. Portware is a global provider of multi-asset trade automation solutions for mega and large asset managers. With the assetsacquisition of Revere Data, LLC (“Revere”) to complement the Company's commitment to provide its clients with insightful content sets. Revere classifies companies into a unique industry taxonomy andPortware, FactSet now offers a database of supply chain relationshipsplatform that helps investors identify companies’ interrelationships and mutual dependencies. As of the date of acquisition, Revere had annual subscriptions of $5 million. The opportunity for FactSetit expects will increase value to offer this dataglobal asset managers by expanding its capabilities to new and existing clientsinclude multi-asset trade automation. This factor contributed to a purchase price in excess of fair value of the ReverePortware’s net tangible and intangible assets. As a result, FactSetassets, leading to the recognition of goodwill. Total transaction costs related to the acquisition were $0.7 million for the year ended August 31, 2016. These transaction expenses were recorded goodwillwithin SG&A expenses in connection with this transaction.the Consolidated Statements of Income.

 

The total purchase price was allocated to Revere’sPortware’s net tangible and intangible assets based upon their estimated fair value as of the date of acquisition. Allocation ofBased upon the purchase price toand the assets acquired and liabilities assumed was finalized duringvaluation, the second quarter of fiscal 2014. There were no material adjustments between the preliminary and final allocation of purchase price. The final Revere purchase price of $15.3 million was allocatedis as follows (in thousands):follows:

 

Tangible assets acquired

 $544 

Amortizable intangible assets

    

Data content

  2,799 

Client relationships

  827 

Non-compete agreements

  162 

Trade name

  293 

Goodwill

  11,612 

Total assets acquired

 $16,237 

Liabilities assumed

  (949)

Net assets acquired

 $15,288 

(in thousands)

 

Tangible assets acquired

 $9,656 

Amortizable intangible assets

    

Software technology

  43,000 

Client relationships

  27,000 

Non-compete agreements

  3,500 

Trade name

  2,000 

Goodwill

  187,378 

Total assets acquired

 $272,534 

Liabilities assumed

  (8,951)

Net assets acquired

 $263,583 

 

Intangible assets of $4.1$75.5 million have been allocated to amortizable intangible assets consisting of data content,client relationships, amortized over 16 years using an accelerated amortization method; software technology, amortized over eight years using a straight-line amortization method; non-compete agreements, amortized over seven years using a straight-line amortization method; and a trade name, amortized over five years using a straight-line amortization method; client relationships, amortized over seven years using an accelerated amortization method; non-compete agreements, amortized over two years using a straight-line amortization method; and trade name, amortized over four years using a straight-line amortization method.

 

Goodwill totaling $11.6$187.4 million represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Goodwill generated from the Revere acquisitionacquired and is included in the U.S. segment andsegment. Approximately 77% of the total goodwill generated from the Portware acquisition is deductible for income tax purposes. The results of the operations of ReverePortware have been included in the Company’s Consolidated StatementStatements of Income since the completion of the acquisition on September 1, 2013 and did not have a material impact on fiscal 2014 results.October 16, 2015. Pro forma information has not been presented because the effectseffect of thisthe Portware acquisition wereis not material to the Company’s consolidated financial results.

9. DISPOSITIONS

During the third quarter of fiscal 2016, the Company entered into a definitive stock purchase agreement (the “Purchase Agreement”) pursuant to which the Company agreed to sell its market research business, consisting of Market Metrics LLC and Matrix-Data Limited (collectively “Market Metrics” or the “disposal group”) and associated assets (the “Transaction”). On July 1, 2016, FactSet completed the Transaction and received $165.0 million in cash, less estimated working capital and certain adjustments set forth in the Purchase Agreement, including a $9.7 million bonus adjustment amount. The Company recognized a pre-tax gain on the sale of $112.5 million in fourth quarter of fiscal 2016, which is recorded within other (expense)income in the Consolidated Statements of Income. In the second quarter of fiscal 2017, the Company finalized the working capital adjustment and recognized a pre-tax loss of $1.2 million within other (expense)income in the Consolidated Statements of Income.

The Company assessed the Transaction and the disposal group and determined that the sale does not represent a strategic shift in its business that has a major effect on its consolidated results of operations, financial position or cash flows. Accordingly, the disposal group is not presented in the consolidated financial statements as a discontinued operation. The results of the disposal group through the date the Transaction closed are reported within the U.S. segment (for Market Metrics LLC) and the European segment (for Matrix-Data Limited).

 



 

9.10. GOODWILL

 

Changes in the carrying amount of goodwill by segment for fiscal years ended August 31, 20152018 and 20142017 are as follows (in thousands):follows:

  

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Balance at August 31, 2013

 $167,822  $73,424  $3,327  $244,573 

Goodwill acquired during the period

  11,612   25,531      37,143 

Foreign currency translations

     4,077   (185)  3,892 

Balance at August 31, 2014

 $179,434  $103,032  $3,142  $285,608 

Goodwill acquired during the period

  32,435         32,435 

Foreign currency translations

     (9,307)  (449)  (9,756)

Balance at August 31, 2015

 $211,869  $93,725  $2,693  $308,287 

(in thousands)

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Balance at August 31, 2016

 $367,480  $82,280  $3,155  $452,915 

Acquisitions and other adjustments

  19,355   216,047      235,402 

Foreign currency translations

     19,432   (189)  19,243 

Balance at August 31, 2017

 $386,835  $317,759  $2,966  $707,560 

Acquisitions and other adjustments

  (640)  (1,562)     (2,202)

Foreign currency translations

     (3,503)  (22)  (3,525)

Balance at August 31, 2018

 $386,195  $312,694  $2,944  $701,833 

 

Goodwill is not amortized as it hasis estimated to have an estimated indefinite life. At least annually, the Company is required to test goodwill at the reporting unit level for potential impairment. Goodwill is tested for impairment, and, if impaired, write down to fair value based on the present value of discounted cash flows, and, if impaired, written down to fair value based on discounted cash flows. The Company’s reporting units evaluated for potential impairment were the U.S., Europe and Asia Pacific, which reflect the level of internal reporting the Company hasuses to manage its business and operations. The three reporting units which are consistent with the operating segments reported as there is no discrete financial information available for the subsidiaries within each operating segment. The Company’s reporting units evaluated for potential impairment were the U.S., Europe and Asia Pacific, which reflects the level of internal reporting the Company uses to manage its business and operations. The Company performed its annual goodwill impairment test during the fourth quarter of fiscal 2015,2018, consistent with the timing of previous years, at which time ityears. It was determined that there werewas no indications of impairment, with the fair value of each of the Company’s reporting units significantly exceeding carrying value. During fiscal 2017 the Company acquired goodwill of $235.4 million representing the excess of the purchase price over the fair value of the net tangible and intangible assets from acquisitions completed in fiscal 2017.

 

10.11. INTANGIBLE ASSETS

 

FactSet’s identifiable intangible assets consist of acquired content databases, client relationships, software technology, non-compete agreements and trade names resulting from previous acquisitions, which have been fully integrated into the Company’s operations. The weighted average useful life of the Company’s acquired intangible assets at August 31, 20152018 was 11.111.5 years. The Company amortizes intangible assets over their estimated useful lives, which are evaluated quarterly to determine whether events and circumstances warrant a revision to the remaining period of amortization. There werehave been no changes to the estimate of the remaining useful lives during fiscal years 2015, 20142018, 2017 and 2013.2016. Amortizable intangible assets are tested for impairment, if indicators are present, based on undiscounted cash flows, and, if impaired, written down to fair value based on discounted cash flows. No impairment of intangible assets has been identified during any of the periods presented. The intangible assets have no assigned residual values.

 

During fiscal 2017, $93.2 million of intangible assets were acquired with a weighted average useful life of 11.5 years.

The gross carrying amounts and accumulated amortization totals related to the Company’s identifiable intangible assets are as follows (in thousands):

At August 31, 2015

 

Gross Carrying Amount

  

Accumulated Amortization

  

Net Carrying Amount

 

Data content

 $39,911  $16,667  $23,244 

Client relationships

  27,873   18,241   9,632 

Software technology

  21,203   15,042   6,161 

Non-compete agreements

  1,058   637   421 

Trade names

  1,614   1,020   594 

Total

 $91,659  $51,607  $40,052 

At August 31, 2014

 

Gross Carrying Amount

  

Accumulated Amortization

  

Net Carrying Amount

 

Data content

 $56,974  $27,644  $29,320 

Client relationships

  25,821   17,443   8,378 

Software technology

  22,881   20,089   2,792 

Non-compete agreements

  2,465   1,881   584 

Trade names

  1,729   958   771 

Total

 $109,870  $68,015  $41,855 

During fiscal 2015, $9.1 million of intangible assets were acquired with a weighted average useful life of 6.3 years.follows:

 

At August 31, 2018 (in thousands)

 

Gross Carrying Amount

  

Accumulated Amortization

  

Net Carrying Amount

 

Data content

 $33,992  $20,990  $13,002 

Client relationships

  98,882   29,387   69,495 

Software technology

  106,505   44,231   62,274 

Non-compete agreements

  4,840   2,381   2,459 

Trade names

  4,070   2,365   1,705 

Total

 $248,289  $99,354  $148,935 

At August 31, 2017 (in thousands)

 

Gross Carrying Amount

  

Accumulated Amortization

  

Net Carrying Amount

 

Data content

 $34,116  $18,899  $15,217 

Client relationships

  99,779   22,339   77,440 

Software technology

  105,963   30,889   75,074 

Non-compete agreements

  4,833   1,518   3,315 

Trade names

  4,080   1,583   2,497 

Total

 $248,771  $75,228  $173,543 


 

The details of the intangible assets acquired in the Code Red acquisition during fiscal 2015 are outlined as follows (in thousands):

Code Red Preliminary Intangible Assets Allocation

 

Amortization Period (years)

  

Acquisition Cost

 

Software technology

  6.0  $4,728 

Client relationships

  7.0   3,089 

Non-compete agreements

  4.0   277 

Trade name

  3.0   127 

Total

  6.3  $8,221 

Amortization expense recorded for intangible assets during fiscal years 2015, 20142018, 2017 and 20132016 was $8.2$24.7 million, $8.5$19.9 million and $7.1$14.8 million, respectively. As of August 31, 2015,2018, estimated intangible asset amortization expense for each of the next five years and thereafter are as follows (in thousands):follows:

 

Fiscal Year

 

Estimated Amortization Expense

 

2016

 $7,031 

2017

  6,949 

2018

  5,816 

Fiscal Year (in thousands)

 

Estimated Amortization Expense

 

2019

  4,492  $23,940 

2020

  3,461   23,192 

2021

  21,284 

2022

  18,718 

2023

  13,890 

Thereafter

  12,303   47,911 

Total

 $40,052  $148,935 

 

11.12. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

 

Property, equipment and leasehold improvements consist of the following (in thousands):following:

 

At August 31,

 

2015

  

2014

 
 August 31, 
(in thousands) 2018  2017 

Leasehold improvements

 $92,427  $90,487  $119,479  $113,760 

Computers and related equipment

  87,732   81,853   181,623   138,195 

Furniture and fixtures

  33,120   29,373   44,699   42,532 
        

Subtotal

 $213,279  $201,713  $345,801  $294,487 

Less accumulated depreciation and amortization

  (154,015)  (144,072)  (245,256)  (194,033)

Property, equipment and leasehold improvements, net

 $59,264  $57,641  $100,545  $100,454 

 

Depreciation expense was $23.1$32.6 million, $25.9$28.0 million and $28.4$23.3 million for fiscal years 2015, 20142018, 2017 and 2013,2016, respectively.

 

12.13. COMMON STOCK AND EARNINGS PER SHARE

 

On May 12, 2015,7, 2018, FactSet’s Board of Directors approved a 12.8%14.3% increase in the regular quarterly dividend from $0.39$0.56 to $0.44$0.64 per share, or $1.76 per share per annum.share.

 

Shares of common stock outstanding were as follows (in thousands): follows:

 

Years Ended August 31,

 

2015

  

2014

  

2013

 
 

Years ended August 31,

 

(in thousands)

 

2018

  

2017

  

2016

 

Balance, beginning of year (September 1)

  41,793   43,324   44,279   39,023   40,038   41,317 

Common stock issued for employee stock plans

  1,213   959   2,459   711   693   823 

Repurchases of common stock

  (1,689

)

  (2,490

)

  (3,414

)

Repurchase of common stock from employees(1)

  (8

)

  (50

)

  (28

)

Repurchase of common stock under the share repurchase program

  (1,534

)

  (1,555

)

  (1,478

)

Repurchase of common stock under accelerated share repurchase agreement

     (103

)

  (596

)

Balance, end of year (August 31)

  41,317   41,793   43,324   38,192   39,023   40,038 

(1)

For fiscal 2018, 2017 and 2016, the Company repurchased 8,070, 49,771 and 27,625 shares, or $1.5 million, $7.8 million and $4.5 million, of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock.


 

A reconciliation of the weighted average shares outstanding used in the basic and diluted earnings per share (“EPS”) computations is as follows (in thousands, except per share data):follows:

  Net Income (Numerator)  Weighted Average Common Shares (Denominator)  Per Share Amount 

Years Ended August 31,

 

2015

  

2014

  

2013

  

2015

  

2014

  

2013

  

2015

  

2014

  

2013

 

Basic EPS

                                    

Income available to common stockholders

 $241,051  $211,543  $198,637   41,572   42,436   43,890  $5.80  $4.98  $4.53 

Diluted EPS

                                    

Dilutive effect of stock options and restricted stock

       663   534   734             

Income available to common stockholders

 $241,051  $211,543  $198,637   42,235   42,970   44,624  $5.71  $4.92  $4.45 

 


(in thousands, except per share data)

 

Net Income

(Numerator)

  

Weighted Average Common Shares (Denominator)

  

Per Share Amount

 

For the year ended August 31, 2018

            

Basic EPS

            

Income available to common stockholders

 $267,085   38,733  $6.90 

Diluted EPS

            

Dilutive effect of stock options and restricted stock

      644     

Income available to common stockholders plus assumed conversions

 $267,085   39,377  $6.78 

For the year ended August 31, 2017

            

Basic EPS

            

Income available to common stockholders

 $258,259   39,444  $6.55 

Diluted EPS

            

Dilutive effect of stock options and restricted stock

      198     

Income available to common stockholders plus assumed conversions

 $258,259   39,642  $6.51 

For the year ended August 31, 2016

            

Basic EPS

            

Income available to common stockholders

 $338,815   40,880  $8.29 

Diluted EPS

            

Dilutive effect of stock options and restricted stock

      485     

Income available to common stockholders plus assumed conversions

 $338,815   41,365  $8.19 

 

Dilutive potential common shares consist of stock options and unvested restricted stock. There were 88,090 stock options excluded from the fiscal 2015 calculation of diluted earnings per share because their inclusion would have been anti-dilutive.awards. There were no stock options excluded from the fiscal 2014Fiscal 2018 calculation of diluted earnings per share while 6,408EPS. There were 704,786 and 507,658 stock options were excluded from the fiscal 2013 calculation.2017 and 2016 calculations of diluted EPS, respectively, because their inclusion would have been anti-dilutive.

 

As of August 31, 2015, 2014, 2013, 478,945, 380,6532018, 2017 and 1,202,685, respectively,2016, the number of performance-based stock options were excluded from the calculation of diluted earnings per share.EPS was 249,443, 415,061 and 782,843, respectively. Performance-based stock options are omitted from the calculation of diluted earnings per shareEPS until the performance criteria have been met.is considered probable of being achieved.

14. STOCKHOLDERS’ EQUITY

 

13.STOCKHOLDERS’ EQUITYPreferred Stock

 

Preferred Stock

At August 31, 20152018 and 2014,2017, there were 10,000,000 shares of preferred stock ($.01 par value per share) authorized, of which no shares were issued and outstanding. FactSet’s Board of Directors may from time to time authorize the issuance of one or more series of preferred stock and, in connection with the creation of such series, determine the characteristics of each such series including, without limitation, the preference and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the series.

 

Common Stock

 

At August 31, 20152018 and 2014,2017, there were 150,000,000 shares of common stock ($.01 par value per share) authorized, of which 50,328,42339,264,849 and 49,110,21851,845,132 shares were issued, respectively. The authorized shares of common stock are issuable for any proper corporate purpose, including future stock splits, stock dividends, acquisitions, raising equity capital or to adopt additional employee benefit plans.

 

Treasury Stock

 

AtOn January 31, 2018, FactSet retired 13,292,689 shares of treasury stock. These retired shares are now included in the Company’s pool of authorized but unissued shares. The retired treasury stock was initially recorded using the cost method and had a carrying value of $1.7 billion at January 31, 2018. The Company’s accounting policy upon the formal retirement of treasury stock is to deduct its par value from common stock ($0.1 million), reduce additional paid-in capital (“APIC”) by the average amount recorded in APIC when stock was originally issued ($186.7 million) and any remaining excess of cost as a deduction from retained earnings ($1.5 billion). As of August 31, 2015 and 2014,2018, there were 9,011,521 and 7,317,4161,072,263 shares of treasury stock (at cost) outstanding, respectively. As a result, 41,316,902 and 41,792,802 shares of FactSet common stock were outstanding at August 31, 2015 and 2014, respectively.

Share Repurchase Program

On December 15, 2014, the Company’s Board of Directors approved a $300.0 million expansion of the existing share repurchase program. During fiscal 2015, the Company repurchased 1,689,337 shares for $252.8 million leaving $134.2 million authorized for future share repurchasesdecrease compared to 12,822,100 as of August 31, 2015. During fiscal 2014,2017 due to the Company repurchased 2,489,993 shares for $275.4 million. At Augustaforementioned treasury stock retirement on January 31, 2014, $87.0 million remained authorized for future share repurchases.2018.


Share Repurchase Program

 

Repurchases will be made from time to time in the open market and privately negotiated transactions, subject to market conditions. During fiscal 2018, the Company repurchased 1,534,398 shares for $302.4 million compared to 1,554,822 shares for $252.8 million in fiscal 2017.

On March 26, 2018, the Board of Directors of FactSet approved a $300.0 million expansion to the existing share repurchase program. Subsequent to this expansion $241.7 million remain authorized for future share repurchases as of August 31, 2018. No minimum number of shares to be repurchased has been fixed. There is no timeframe to complete the share repurchase program and it is expected that share repurchases will be paid for using existing and future cash generated by operations.

 

Restricted Stock

 

Restricted stock awards entitle the holder to shares of common stock as the awards vest over time. During fiscal 2015, 94,8702018, 26,599 shares of previously granted restricted stock awards vested and were included in common stock outstanding as of August 31, 20152018 (less 23,1928,070 shares repurchased from employees at a cost of $3.1$1.5 million to cover their cost of taxes upon vesting of the restricted stock). During fiscal 2014, 135,2052017, 132,194 shares of previously granted restricted stock awards vested and were included in common stock outstanding as of August 31, 20142017 (less 41,09349,771 shares repurchased from employees at a cost of $4.4$7.8 million to cover their cost of taxes upon vesting of the restricted stock). During fiscal 2014, 149,741 restricted stock awards vested.

 

Dividends

 

The Company’s Board of Directors declared the following dividends on our common stock during the periods presented: 

 

Declaration Date

 

Dividends Per
Share of
Common Stock

 

Type

Record Date

 

Total $ Amount
(in thousands)

 

Payment Date

August 10, 2015

 $0.44 

Regular (cash)

August 31, 2015

 $18,179 

September 15, 2015

May 12, 2015

 $0.44 

Regular (cash)

May 29, 2015

 $18,274 

June 16, 2015

February 11, 2015

 $0.39 

Regular (cash)

February 27, 2015

 $16,236 

March 17, 2015

November 12, 2014

 $0.39 

Regular (cash)

November 28, 2014

 $16,216 

December 16, 2014

August 14, 2014

 $0.39 

Regular (cash)

August 29, 2014

 $16,299 

September 16, 2014

May 5, 2014

 $0.39 

Regular (cash)

May 30, 2014

 $16,386 

June 17, 2014

February 11, 2014

 $0.35 

Regular (cash)

February 28, 2014

 $14,827 

March 18, 2014

November 14, 2013

 $0.35 

Regular (cash)

November 29, 2013

 $15,046 

December 17, 2013

August 15, 2013

 $0.35 

Regular (cash)

August 31, 2013

 $15,164 

September 17, 2013

May 14, 2013

 $0.35 

Regular (cash)

May 31, 2013

 $15,413 

June 18, 2013

February 21, 2013

 $0.31 

Regular (cash)

February 28, 2013

 $13,510 

March 19, 2013

November 15, 2012

 $0.31 

Regular (cash)

November 30, 2012

 $13,746 

December 18, 2012


Year Ended

 

Dividends per

Share of

Common Stock

 

Record Date

 

Total amount

(in thousands)

 

Payment Date

Fiscal 2018

          

First Quarter

 $0.56 

November 30, 2017

 $21,902 

December 19, 2017

Second Quarter

 $0.56 

February 28, 2018

 $21,799 

March 20, 2018

Third Quarter

 $0.64 

May 31, 2018

 $24,566 

June 19, 2018

Fourth Quarter

 $0.64 

August 31, 2018

 $24,443 

September 18, 2018

           

Fiscal 2017

          

First Quarter

 $0.50 

November 30, 2016

 $19,852 

December 20, 2016

Second Quarter

 $0.50 

February 28, 2017

 $19,709 

March 21, 2017

Third Quarter

 $0.56 

May 31, 2017

 $21,951 

June 20, 2017

Fourth Quarter

 $0.56 

August 31, 2017

 $21,853 

September 19, 2017

 

All of the above cash dividends were paid from existing cash resources. Future dividend payments will depend on the Company’s earnings, capital requirements, financial condition and other factors considered relevant by the Company and is subject to final determination by the Company’s Board of Directors.

 

14.15. EMPLOYEE STOCK OPTION AND RETIREMENT PLANS

 

Stock Options Awards

 

TheOn December 19, 2017, the Company’s stockholders approved the amended and restated FactSet Research Systems Inc. 2004 Stock Option and Award Plan, as Amended and Restated, which was renamed the Stock Option and Award Plan, as Amended and Restated (the “Option“Long Term Incentive Plan” or “LTIP”). As part of the approved amendment, an additional 5,750,000 shares of common stock were added to the LTIP’s share reserve and the expiration date was extended to December 19, 2027. The LTIP provides for the grant of share-based awards, including stock options and restricted stock awards to employees of FactSet. The expiration date of the Option Plan is December 14, 2020. Stock options granted under the Option PlanLTIP expire either seven ornot more than ten years from the date of grant and the majority vest ratably over a period of five years. Options become vested and exercisable provided the employee continues employment with the Company through the applicable vesting date and remain exercisable until expiration or cancellation. Options are not transferable or assignable other than by will or the laws of descent and distribution. During the grantee’s lifetime, the options may be exercised only by the grantee.

As of August 31, 2018, a total of 3,143,417 stock options were outstanding at a weighted average exercise price of $153.05. Unamortized stock-based compensation of $59.7 million is expected to be recognized as stock-based compensation expense over the remaining weighted average vesting period of 3.1 years.


Stock Option Activity

In fiscal years 2015, 20142018, 2017 and 2013,2016, FactSet granted 610,628, 1,026,984 and 1,195,649 stock options, to purchase 828,652, 391,478 and 1,674,966 shares of commonrespectively. These stock respectively, were granted to existing employees and non-employee directors of the Company. These options have a weighted average grant date exercise price of $141.79, $106.73$190.65, $157.09 and $92.21 for fiscal years 2015, 2014 and 2013,$168.14 to existing employees of the Company, respectively.

A summary of stock option activity is as follows:

 

(in thousands, except per share data)

 

Number

Outstanding

  

Weighted Average

Exercise Price Per Share

 

Balance at August 31, 2012

  6,083  $64.76 

Granted – non performance-based

  645   92.22 

Granted – performance-based

  1,011   92.22 

Granted – non-employee Directors grant

  19   91.06 

Exercised

  (2,286

)

  52.25 

Forfeited(1)

  (743

)

  93.84 

Balance at August 31, 2013

  4,729  $75.95 

Granted – non performance-based

  174   103.36 

Granted – performance-based

  203   109.56 

Granted – non-employee Directors grant

  14   107.65 

Exercised

  (789

)

  57.56 

Forfeited(2)

  (849

)

  91.98 

Balance at August 31, 2014

  3,482  $79.67 

Granted – non performance-based

  677   140.49 

Granted – performance-based

  138   148.52 

Granted – non-employee Directors grant

  14   138.48 

Exercised

  (1,060

)

  63.03 

Forfeited

  (134

)

  106.01 

Balance at August 31, 2015

  3,117  $100.71 

(1)

In November 2011,FactSet granted 665,551 performance-based employee stock options. None of these performance-based stock options granted vested because FactSet did not achieve certain performance levels during the two fiscal years ended August 31, 2013. As such, these stock options were recorded as forfeitures in August 2013.

(2)

In November 2012, FactSet granted 1,011,510 performance-based employee stock options. Based upon the actual growth in both organic ASV and diluted EPS during the two fiscal years ended August 31, 2014, 20% of the shares became eligible to vest on August 31, 2014 and the remainingwere recorded as forfeitures inAugust2014.


(in thousands, except per share data)

 

Number

Outstanding

  

Weighted Average

Exercise Price Per Share

 

Balance at August 31, 2015

  3,117  $100.71 

Granted – non performance-based

  622  $171.18 

Granted – performance-based

  551  $165.59 

Granted – non-employee Directors grant

  23  $146.82 

Exercised

  (681

)

 $71.52 

Forfeited

  (268

)

 $113.70 

Balance at August 31, 2016

  3,364  $129.54 

Granted – non performance-based

  713  $152.89 

Granted – performance-based

  291  $166.29 

Granted – non-employee Directors grant

  24  $170.24 

Exercised

  (487

)

 $86.17 

Forfeited

  (539

)

 $160.31 

Balance at August 31, 2017

  3,366  $139.29 

Granted – non performance-based

  575  $190.14 

Granted – performance-based

  17  $200.20 

Granted – non-employee Directors grant

  19  $197.75 

Exercised

  (622

)

 $113.73 

Forfeited

  (212

)

 $158.14 

Balance at August 31, 2018

  3,143  $153.05 

 

Stock Options Outstanding and Exercisable

The following table summarizes ranges of outstanding and exercisable options as of August 31, 20152018 (in thousands, except per share data and the weighted average remaining years of contractual life):

 

      

Outstanding

  

Exercisable

 

Range of Exercise Prices Per Share

 

Number Outstanding

  

Weighted Average
Remaining Years
of Contractual Life

  

Weighted
Average
Exercise Price
Per Share

  

Aggregate Intrinsic Value

  

Number Exercisable

  Weighted
Average Exercise Price Per Share
  

Aggregate
Intrinsic
Value

 
$35.80 – $63.09  255   1.0  $54.62  $26,340   255  $54.62  $26,340 

$66.46 – $66.81

  351   1.2  $66.47  $32,098   351  $66.47  $32,098 

$87.26 – $90.92

  372   5.6  $90.14  $25,213   169  $89.44  $11,574 

$91.06 – $92.22

  654   7.1  $92.19  $42,986   336  $92.20  $22,083 

$94.84 – $96.10

  326   6.0  $94.88  $20,550   227  $94.85  $14,317 

$102.01 – $110.31

  358   8.2  $106.88  $18,273   14  $107.64  $704 

$131.31 – $139.02

  484   9.1  $131.91  $12,586     $  $ 

$148.52 – $166.74

  317   9.6  $157.21  $225     $  $ 

Total Fiscal 2015

  3,117   6.3  $100.71  $178,271   1,352  $78.70  $107,116 
    

Outstanding

  

Exercisable

 

Range of Exercise Prices Per Share

 

Number

Outstanding

  

Weighted Average Remaining Years of Contractual Life

  

Weighted Average Exercise Price Per Share

  

Aggregate Intrinsic Value

  

Number Exercisable

  

Weighted Average Exercise Price Per Share

  

Aggregate Intrinsic Value

 

$87.26

-$92.22  333   3.9  $91.75  $45,794   333  $91.75  $45,794 

$94.84

-$110.31  180   4.1  $99.24  $23,459   137  $98.18  $17,914 

$131.31

-$148.52  403   6.1  $134.93  $38,071   173  $131.54  $16,889 

$150.81

-$152.28  637   8.1  $152.25  $49,139   124  $152.23  $9,551 

$159.14

-$170.24  627   7.8  $165.23  $40,227   110  $163.55  $7,262 

$171.22

-$175.20  383   7.2  $175.06  $20,816   145  $175.06  $7,887 

$189.98

-$200.20  580   9.2  $190.68  $22,462     $  $ 
                               

Total Fiscal 2018

  3,143          $239,9684   1,022      $105,297 

 

Prior Year Amounts

  August 31, 2014   August 31, 2013 
  

Number of

Shares

  

Weighted Average Exercise Price Per Share

  

Number of

Shares

  

Weighted Average

Exercise Price Per Share

 

Outstanding at fiscal year end

  3,482  $79.67   4,729  $75.95 

Exercisable at fiscal year end

  1,899  $68.78   1,925  $59.70 

The following table summarizes outstanding and exercisable options as of August 31, 2017 and 2016 (in thousands, except the weighted average exercise price per share):

      

August 31, 2017

      

August 31, 2016

 
  

Number of

Shares

  

Weighted Average

Exercise Price Per Share

  

Number of Shares

  

Weighted Average

Exercise Price Per Share

 

Outstanding at fiscal year end

  3,366  $139.29   3,364  $129.54 

Exercisable at fiscal year end

  918  $105.14   970  $89.42 

 

The aggregate intrinsic value of in-the-money stock options exercisable at August 31, 20152018 and 20142017 was $107.1$105.3 million and $111.3$49.7 million, respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price of $157.92$229.39 at August 31, 20152018 and the exercise price multiplied by the number of options exercisable as of that date. The weighted average remaining contractual life of stock options exercisable at August 31, 20152018 and 20142017 was 3.95.6 years and 3.45.1 years, respectively. The total pre-tax intrinsic value of stock options exercised during fiscal 2015, 20142018, 2017 and 20132016 was $92.7$50.1 million, $44.0$38.0 million and $99.1$60.8 million, respectively.

 


Performance-based Stock Options

 

Performance-based stock options require management to make assumptions regarding the likelihood of achieving Company performance targets. The number of performance-based options that vest will be predicated on the Company achieving performance levels during the measurement period subsequent to the date of grant. Dependent on the financial performance levels attained by FactSet, a percentage of the performance-based stock options will vest to the grantees of those stock options. However, there is no current guarantee that such options will vest in whole or in part.

 

July 2012February 2015 Performance-based Option Grant Review

In July 2012,connection with the acquisition of Code Red, FactSet granted 241,54668,761 performance-based employee stock options whichduring the second quarter of fiscal 2015 that are eligible to cliff vest in 20% tranches depending upon future StreetAccount user growth through August 31, 2017. Duringbased on a four-year measurement period ending February 28, 2019. In the fourthsecond quarter of fiscal 2013,2018, FactSet modified the first growth target as outlined within the termsvesting criteria of the grant, which resulted in 40% of the options deemed eligible to vest, with the remaining options forfeited. No cumulative catch-up adjustment was achieved, thus 20% or 48,314required because FactSet had expected the 40% level to be achieved. The option holders must remain employed by FactSet through February 28, 2019 for the options vested on August 31, 2013. The second 20% tranche vested on August 31, 2014 as a result of accelerated expansion of Street Account users during fiscal 2014. During the fourth quarter of fiscal 2015,the third growth target was achieved, thus the third 20% tranche vested on August 31, 2015.to vest. As of August 31, 2015, the Company estimates that the fourth 20% tranche will vest by August 31, 2017, resulting in2018, total unamortized stock-based compensation expense of $0.6$0.4 million towill be recognized as expense over the remaining vesting period of 2.00.4 years.

January 2017 Performance-based Option Grant Review

In connection with the acquisition of Vermilion, FactSet granted 61,744 performance-based stock options in January 2017. These performance-based options will vest 40% on the second anniversary date of the grant and 20% on each subsequent anniversary date if certain Vermilion revenue and operating income targets are achieved by November 30, 2018. The option holders must also remain employed by FactSet for the options to be eligible to vest. As of August 31, 2018, FactSet does not believe these growth targets are probable of being achieved, and as such, no stock-based compensation expense is expected to be recognized in connection with these performance-based options. A change up or down, in the actual financial performance levels achieved by StreetAccountVermilion in future fiscal years could result in the following changes to the current estimate of the vesting percentage and related expense (in thousands):

Vesting

Percentage

 

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 

Fourth 20% (current expectation)

 $0  $619 

Fifth 20%

 $1,216  $1,003 

* Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2015. expense:

 


(in thousands, except vesting percentage data)

 

Vesting Percentage

 

Cumulative

Catch-up Adjustment(1)

  

Remaining Expense

to be Recognized

 

0% (current expectation)

 $  $ 

100%

 $613  $1,272 

 

(1)

Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2018

November 2012 Annual Employee

June 2017 Performance-based Option Grant Review

In November 2012, FactSet granted 1,011,510 performance-based employee stock options. The number of performance-based options that would become eligible to vest was based upon the Company achieving performance levels for both organic ASV and diluted earnings per share during the two fiscal years ended August 31, 2014. Based upon the actual growth in organic ASV and diluted EPS through August 31, 2014, 20%, or 185,014 (net of options forfeited through the end of fiscal 2014), of the previously granted shares became eligible to vest on August 31, 2014. The remaining 80% of the performance-based options previously granted were recorded as forfeitures in the fourth quarter of fiscal 2014. As of the end of fiscal 2015, total unamortized stock-based compensation expense of $0.9 million will be recognized over the remaining vesting period of 2.1 years in connection with this grant.

February 2015 Performance-based Option Grant Review

In connection with the acquisition of Code Red during the second quarter of fiscal 2015,BISAM, FactSet granted 137,522206,417 performance-based stock options.options in June 2017. These performance-based options are eligible towill vest four years from40% on the second anniversary date of the grant and 20% on each subsequent anniversary date if certain Code Red ASVBISAM revenue and operating marginincome targets are achieved over the measurement period.by March 31, 2019. The option holders must also remain employed by FactSet for the options to be eligible to vest. Of the total grant, 68,761 performance-based options are eligible for vesting based on achieving the growth targets over a four year measurement period ending February 28, 2019 and the remaining 68,761 options are eligible to cliff vest based on a two year measurement period ending February 28, 2017. As of August 31, 2015, total unamortized2018, FactSet does not believe these growth targets are probable of being achieved, and as such, no stock-based compensation of $2.1 million willexpense is expected to be recognized as expense over the remaining vesting period of 3.4 years.in connection with these performance-based options. A change up or down, in the actual financial performance levels achieved by Code RedBISAM in future fiscal years could result in the following changes to the current estimate of the vesting percentage and related expense (in thousands):expense:

 

Vesting

Percentage

 

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 

0%

 $(338) $0 

10%

 $(253) $516 

40% (current expectation)

 $0  $2,063 

70%

 $253  $3,609 

100%

 $506  $5,156 

(in thousands, except vesting percentage data)

 

Vesting Percentage

 

 

Cumulative

Catch-up Adjustment(1)

  

 

Remaining Expense

to be Recognized

 

0%(current expectation)

 $  $ 

80%

 $1,658  $5,449 

90%

 $1,866  $6,130 

100%

 $2,073  $6,811 

 

* Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2015. 

(1)

Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2018.

 

Other Performance-based Option Grants

In connection with the acquisitions of Matrix and Revere, FactSet granted 165,949 and 36,695 performance-based stock options, respectively, during fiscal 2014. The performance-based options granted in connection with the acquisition of Matrix will vest only if ASV and operating margin targets related to the Matrix business are met during a five year measurement period ending December 23, 2018, and the option holders remain employed by FactSet. As of August 31, 2015 FactSet does not believe these targets are probable of being achieved, and as such, no stock-based compensation expense is expected to be realized in connection with these options. Of the 36,695 performance-based stock options granted in connection with the Revere acquisition, 18,553 options became eligible to vest based upon the achievement of certain ASV and operating margins during the measurement period ending August 31, 2015. This results in unamortized stock-based compensation expense of $0.4 million to be recognized over the remaining vesting period of 3.0 years. Of the remaining 18,142 performance-based options previously granted, 6,184 were recorded as forfeitures in the fourth quarter of fiscal 2015 while the remaining 11,958 vest 80% after four years if the measurement criterion is achieved over the four year period ending August 31, 2017.

Restricted Stock and Stock Unit Awards

 

The Company’s Option Plan plans permit the issuance of restricted stock and restricted stock units. Restricted stock awards are subject to continued employment over a specified period.

 


Restricted Stock and Stock Unit Awards Activity

In fiscal years 2015, 20142018, 2017 and 2013,2016, FactSet granted 54,862, 204,1243,497, 62,400 and 131,70297,319 restricted stock awards to employees of the Company, respectively. These awards have a weighted average grant date fair value of $138.23, $101.95$189.28, $158.26 and $85.80$159.64 for fiscal years 2015, 20142018, 2017 and 2013,2016, respectively.

 

As of August 31, 2015,2018, a total of 313,407143,003 shares of restricted stock and restricted stock units were unvested and outstanding, which results in unamortized stock-based compensation of $20.5$12.0 million to be recognized as stock-based compensation expense over the remaining vesting period of 3.23.0 years.


 

A summary of restricted stock award activity is as follows:

(in thousands, except per award data)

 

Number

 Outstanding

 

Weighted Average Grant

Date Fair Value Per Award

 

Balance at August 31, 2012

  383  $71.34 

Granted (restricted stock and stock units)

  132   85.80 

Vested(1)

  (150)  62.34 

Canceled/forfeited

  (7)  81.38 

Balance at August 31, 2013

  358  $80.43 

Granted (restricted stock and stock units)

  204   101.95 

Vested(2)

  (135)  84.48 

Canceled/forfeited

  (59)  86.39 

Balance at August 31, 2014

  368  $89.77 

Granted (restricted stock and stock units)

  55   138.23 

Vested(3)

  (95)  70.94 

Canceled/forfeited

  (15)  101.04 

Balance at August 31, 2015

  313  $103.34 

(in thousands, except per award data)

 

Number Outstanding

  

Weighted Average Grant

Date Fair Value Per Award

 

Balance at August 31, 2015

  313  $103.34 

Granted (restricted stock and stock units)

  97  $159.64 

Vested(1)

  (69) $85.04 

Canceled/forfeited

  (79) $112.51 

Balance at August 31, 2016

  262  $126.27 

Granted (restricted stock and stock units)

  62  $158.26 

Vested(2)

  (132) $123.28 

Canceled/forfeited

  (10) $130.32 

Balance at August 31, 2017

  182  $138.62 

Granted (restricted stock and stock units)

  4  $189.28 

Vested(3)

  (27) $155.95 

Canceled/forfeited

  (16) $116.29 

Balance at August 31, 2018

  143  $139.34 

 

 

(1)

Of the total 149,741The 69,244 restricted stock awards that vested during fiscal 2013, 87,758 related to awards granted on October 23, 2009. These restricted stock awards cliff vested 60% after three years (on October 23, 2012) and 40% after five years (on October 23, 2014). An additional 55,572 awards that vested in fiscal 2013 related to awards granted on February 9, 2010 which cliff vested 100% after three years (on February 9, 2013). The remaining 6,411 restricted stock awards that vested were previously granted between June 2010 and July 2011 and vesting occurred when certain ASV targets were met in fiscal 2013.

(2)

2016 The 135,205 restricted stock awards that vested during fiscal 2014 were comprised of: 62,54437,079 of awards relating to restricted stock granted on November 8, 2010 which cliff vested 60% after three years (on November 8, 2013) with the (remaining 40% cliff vesting after five years (on November 8, 2015); 29,087 of awards granted on April 14, 2011, which vested 100% after three years on April 14, 2014; 26,344) and 14,683 restricted stock awards that were granted on April 8, 2013, which cliff vest 20% annually upon the anniversary date of the grant; and 17,230grant. Additionally, 17,482 awards vested related to other grants.

(2)

The 132,194 restricted stock awards that vested during fiscal 2017 were comprised of: 73,522 of awards relating to restricted stock granted on February 9, 2010November 1, 2013, which cliff vested 50%60% after fourthree years, (on February 9, 2014).17,328 of awards relating to restricted stock granted on October 16, 2015, which vested 20% annually upon the anniversary date of the grant and 30,162 of awards relating to restricted stock granted on October 16, 2015, which were modified to accelerate vest 100% in conjunction with employee severance. Additionally, 11,182 awards vested related to other grants.

 

 

(3)

The The94,87026,599 restricted stock awards that vested during fiscal 20152018 were comprised of:of53,495:9,765 of awards granted onOctober 23, 2014,whichcliff vested 60% after three years (on October 23, 2012) and 40% after five years (on October 23, 2014);14,683relating to restricted stock awards that were granted on April 8, 2013,October 16, 2015 and 8,600 of awards relating to restricted stock granted on June 30, 2017 which cliff vest at a rate of 20% annually upon the anniversary date of the grant;grant17,228, respectively. Additionally, 8,234 awards relatingvested related to restricted stock granted on February 9, 2010other grants.; and 9,464restricted stock awards that were previously granted betweenNovember 2013 and November 2014.

 


Share-based Awards Available for Grant

 

A summary of share-based awards available for grant is as follows (in thousands):follows:

 

 

Share-based Awards

Available for Grant under the

Employee Stock Option Plan

  

Share-based Awards

Available for Grant under the

Non-Employee Stock Option Plan

 

Balance at August 31, 2012

  4,340   126 

(in thousands)

 

Share-based Awards

Available for Grant under the

Employee Stock Option Plan

  

Share-based Awards

Available for Grant under the

Non-Employee Stock Option Plan

 

Balance at August 31, 2015

  2,441   88 

Granted – non performance-based options

  (645)     (622)   

Granted – performance-based options

  (1,011)     (551)   

Granted – non-employee Directors grant

     (19)     (22)

Restricted stock awards granted(1)

  (329)     (243)   

Share-based awards canceled/forfeited(2)

  761      466    

Balance at August 31, 2013

  3,116   107 

Balance at August 31, 2016

  1,491   66 

Granted – non performance-based options

  (174)     (713)   

Granted – performance-based options

  (203)     (291)   

Granted – non-employee Directors grant

     (14)     (24)

Restricted stock awards granted(1)

  (510)     (156)   

Share-based awards canceled/forfeited(2)

  993   9   566    

Balance at August 31, 2014

  3,222   102 

Balance at August 31, 2017

  897   42 

Increase in the number of shares available for issuance

  5,750   250 

Granted – non performance-based options

  (677)     (575)   

Granted – performance-based options

  (138)     (17)   

Granted – non-employee Directors grant

     (14)     (19)

Restricted stock awards granted(1)

  (137)     (9)   

Share-based awards canceled/forfeited(2)

  171      252   9 

Balance at August 31, 2015

  2,441   88 

Balance at August 31, 2018

  6,298   282 

 

 

(1)

Each restricted stock award granted is equivalent to 2.5 shares granted under the Company’sOption Plan.

 

 

(2)

Under the Company’sOptionPlan, for each restricted stock award canceled/forfeited, an equivalent of 2.5 shares is added back to the available share-based awards balance.

 


Employee Stock Purchase Plan

 

AtOn December 19, 2017, the 2014 Annual Meeting of Stockholders of FactSet held on December 16, 2014, theCompany’s stockholders of FactSet voted onapproved and approved the Amendedamended and Restated FactSet Research Systems Inc.restated 2008 Employee Stock Purchase Plan, (the “Purchase Plan”), includingas Amended and Restated, which was renamed the reservation of an additional 500,000 shares of common stock for issuance thereunder. The amendment and restatement of theEmployee Stock Purchase Plan, was approved by FactSet’s Board of Directors on October 23, 2014as Amended and became effective with stockholder approval on December 16, 2014. As a result of such stockholder approval, the Purchase Plan was amended and modified to increase the maximum number of shares of common stock authorized for issuance over the term of the Purchase Plan by 500,000 shares. There is no expiration date for the Purchase Plan.

Restated (the “ESPP”). Shares of FactSet common stock may be purchased by eligible employees under the Purchase PlanESPP in three-month intervals at a purchase price equal to at least 85% of the lesser of the fair market value of the Company’s common stock on either the first day or the last day of each three-month offering period. Employee purchases may not exceed 10% of their gross compensation and a $25,000 contribution limit during an offering period.

 

During fiscal 2015,2018, employees purchased 63,26564,230 shares at a weighted average price of $160.34 as compared to 74,88975,372 shares inat a weighted average price of $136.34 for fiscal 2014 and 75,281 shares in fiscal 2013.2017. At August 31, 2015, 481,6162018, the ESPP had 268,942 shares were reserved for future issuance under the Purchase Plan.issuance.

 

401(k) Plan

 

The Company established aits 401(k) Plan (the “401(k) Plan”) in fiscal 1993. The 401(k) Plan is a defined contribution plan covering all full-time, U.S. employees of the Company and is subject to the provisions of the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986.1986 (“IRC”). Each year, participants may contribute up to 60% of their eligible annual compensation, subject to annual limitations established by the Internal Revenue Code.IRC. The Company matches up to 4% of employees’ earnings, capped at the IRSInternal Revenue Service annual maximum. Company matching contributions are subject to a five yearfive-year graduated vesting schedule. All full-time, U.S. employees are eligible for the matching contribution by the Company. The Company contributed $8.6$11.6 million, $7.7$10.1 million, and $7.5$9.7 million in matching contributions to employee 401(k) accounts during fiscal 2015, 20142018, 2017 and 2013,2016, respectively.

 

15.16. STOCK-BASED COMPENSATION

 

The Company recognized total stock-based compensation expense of $26.4$31.5 million, $22.9$34.2 million and $40.0$29.8 million in fiscal 2015, 2014,2018, 2017 and 2013,2016, respectively. As of August 31, 2015, $60.52018, $71.7 million of total unrecognized compensation expense related to non-vested awards is expected to be recognized over a weighted average period of 3.43.0 years. There was no stock-based compensation capitalized as of August 31, 20152018 and 2014,2017, respectively.

 


Employee Stock Option Fair Value Determinations

 

The Company utilizes the lattice-binomial option-pricing model (“binomial model”) to estimate the fair value of new employee stock option grants. The Company’s determination of fair value of stock option awards on the date of grant using the binomial model is affected by the Company’s stock price as well as assumptions regarding a number of variables. These variables include but are not limited to the Company’s expected stock price volatility over the term of the awards, interest rates, option forfeitures and employee stock option exercise behaviors.

Q1 2015 2018

462,913553,942 non performance-based employee stock options were granted at a weighted average exercise price of $131.31$189.98 and a weighted average estimated fair value of $37.67$48.27 per share.

Q2 2015 2018

25,075 non performance-based employee stock options and 137,522 performance-based employee stock options were granted at a weighted average exercise price of $147.05 and a weighted average estimated fair value of $43.05 per share.

Q3 2015 

61,21015,363 non performance-based employee stock options were granted at a weighted average exercise price of $159.14$192.11 and a weighted average estimated fair value of $44.95$48.82 per share.

Q4 2015Q3 2018

128,090There were no employee stock options granted during the three-month ended May 31, 2018.

Q4 2018

5,848 non performance-based employee stock options and 16,512 performance-based employee stock options were both granted at a weighted average exercise price of $200.20 with a weighted average estimated fair value of $50.87 per share.

Q1 2017

671,263 non performance-based employee stock options and 22,460 performance-based employee stock options were both granted at a weighted average exercise price of $152.51 with a weighted average estimated fair value of $39.60 per share.

Q2 2017

61,744 performance-based employee stock options were granted at a weighted average exercise price of $169.16 and a weighted average estimated fair value of $43.81 per share.

Q3 2017

11,604 non performance-based employee stock options were granted at a weighted average exercise price of $165.02$163.05 and a weighted average estimated fair value of $54.10$42.23 per share.

Q1 2014 Q4 2017

35,50829,650 non performance-based employee stock options and 36,695206,417 performance-based employee stock options were granted at a weighted average exercise price of $109.49$165.75 and a weighted average estimated fair value of $31.78$42.93 per share.

Q2 2014 Q1 2016

138,902513,785 non performance-based employee stock options and 165,949530,418 performance-based employee stock options were both granted at a weighted average exercise price of $106.03 and$170.21 with a weighted average estimated fair value of $29.14$46.62 per share.

Q3 2014 Q2 2016

There were no employee stock options granted during the third quarter of fiscal 2014.

Q4 2014 

There were no employee stock options granted during the fourth quarter of fiscal 2014.

Q1 2013 

635,308 non performance-based employee stock options and 1,011,510 performance-based employee stock options were granted at a weighted average exercise price of $92.22 and a weighted average estimated fair value of $26.87 per share.

Q2 2013 

9,3674,073 non performance-based employee stock options were granted at a weighted averagean exercise price of $92.55$150.81 and a weighted averagean estimated fair value of $26.69$40.51 per share.

Q3 2013 2016

There were no103,903 non performance-based employee stock options were granted during the third quarterat an exercise price of fiscal 2013.$152.10 and an estimated fair value of $40.57 per share.

Q4 2013 2016

There were no20,911 performance-based employee stock options were granted during the fourth quarterat an exercise price of fiscal 2013.$171.22 and an estimated fair value of $47.82 per share.

 


 

The weighted average estimated fair value of employee stock options granted during fiscal 2015, 20142018, 2017 and 20132016 was determined using the binomial model with the following weighted average assumptions:

 

 2015  2014  2013  

2018

  

2017

  

2016

 

Term structure of risk-free interest rate

 0.01%-2.3%  0.01%-2.6%  0.16%-1.91%   1.28%2.41%   0.07%2.09%   0.07%2.1% 

Expected life (years)

 5.8-9.4  7.6-7.8  7.6-7.8   7.47.4   7.48.1   7.38.1 

Term structure of volatility

 20%-31%  23%-33%  24%-33%   19%29%   21%30%   21%30% 

Dividend yield

   1.32%    1.35%    1.30%    1.32%     1.18%     1.09%  

Weighted average estimated fair value

   $41.87    $29.64    $26.87    $48.39     $40.68     $46.08  

Weighted average exercise price

   $141.84    $106.69    $92.22    $190.42     $156.77     $168.55  

Fair value as a percentage of exercise price

   29.5%    27.8%    29.1%    25.4%     25.9%     27.3%  

 

The risk-free interest rate assumption for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility is based on a combination of historical volatility of the Company’s stock and implied volatilities of publicly traded options to buy FactSet common stock with contractual terms closest to the expected life of options granted to employees. The approach to utilize a mix of historical and implied volatility was based upon the availability of actively traded options on the Company’s stock and the Company’s assessment that a combination of implied volatility and historical volatility is best representative of future stock price trends. The Company uses historical data to estimate option exercises and employee termination within the valuation model. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts. The expected life of employee stock options represents the weighted average period the stock options are expected to remain outstanding and is a derived output of the binomial model. The binomial model estimates employees exercise behavior based on the option’s remaining vested life and the extent to which the option is in-the-money. The binomial model estimates the probability of exercise as a function of these two variables based on the entire history of exercises and cancellations of all past option grants made by the Company.

Non-Employee Director Stock Option Fair Value Determinations

 

On December 19, 2017, the Company’s stockholders approved the Director Plan. The 2008 Non-Employee Directors’ Stock OptionDirector Plan (the “Directors’ Plan”) provides for the grant of share-based awards, including stock options, to non-employee directors of FactSet. A totalAs part of 250,000the stockholder approval, the expiration date of the Director Plan was extended to December 19, 2027 and the number of shares of FactSet common stock have been reserved for issuance under the Directors’ Plan. The expiration dateDirector Plan was increased by 250,000. As of the Directors’ Plan is December 1, 2018.August 31, 2018, shares available for future grant were 282,398.

 

The Company utilizes the Black-Scholes model to estimate the fair value of new non-employee Director stock option grants. The Company’s determination of fair value of share-based payment awards on the date of grant is affected by the Company’s stock price as well as assumptions regarding a number of variables. These variables include but are not limited to the Company’s expected stock price volatility over the term of the awards, interest rates, option forfeitures and employee stock option exercise behaviors.

 

Fiscal 2015Fiscal 2018

 

On January 15, 2015,12, 2018, FactSet granted 13,84218,963 stock options to the Company’s non-employee Directors atDirectors. All the options granted on January 12, 2018, have a weighted average estimated fair value of $28.18$38.76 per share, using the Black-Scholes option-pricing model with the following weighted average assumptions:

 

Risk-free interest rate

  1.452.34

%

Expected life (years)

  5.4 

Expected volatility

  2319.7

%

Dividend yield

  1.301.16

%

 


 

Fiscal 2014Fiscal 2017

 

On January 15, 2014,13, 2017, FactSet granted 14,42423,846 stock options to the Company’s non-employee Directors, atincluding one-time new director grants of 2,104 for both Malcolm Frank and Sheila B. Jordan, who were elected to FactSet’s Board of Directors on December 20, 2016. All the options granted on January 13, 2017, have a weighted average estimated fair value of $27.04$35.65 per share, using the Black-Scholes option-pricing model with the following weighted average assumptions:

 

Risk-free interest rate

  1.661.95

%

Expected life (years)

  5.4 

Expected volatility

  2922.7

%

Dividend yield

  1.351.24

%

Fiscal 20132016

On January 15, 2013,2016, FactSet granted 18,78122,559 stock options to the Company’s non-employee Directors, atincluding a one-time new director grant of 2,417 for Laurie Siegel, who was elected to FactSet’s Board of Directors on December 15, 2015. All the options granted on January 15, 2016, have a weighted average estimated fair value of $24.23$31.03 per share, using the Black-Scholes option-pricing model with the following weighted average assumptions:

 

Risk-free interest rate

  0.891.62

%

Expected life (years)

  5.4 

Expected volatility

  3223.0

%

Dividend yield

  1.301.05

%

 

The risk-free interest rate assumption for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility is based on the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercises and non-employee director terminations within the valuation model. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts.

Restricted StockFair Value Determinations

Restricted stock granted to employees entitleentitles the holder to shares of common stock as the award vests over time, but not to dividends declared on the underlying shares while the restricted stock is unvested. The grant date fair value of restricted stock awards areis measured by reducing the grant date price of FactSet’s share by the present value of the dividends expected to be paid on the underlying stock during the requisite service period, discounted at the appropriate risk-free interest rate. Restricted stock awards are amortized to expense over the vesting period. During fiscal 2018, there were 3,497 restricted stock awards granted with a weighted average grant date fair value of $189.28 compared to 62,400 restricted stock awards granted with a weighted average grant date fair value of $158.26 in fiscal 2017.

 

Fiscal 2015

Q1 2018

9,384 restricted stock units with a fair value of $127.88 were granted on November 3, 2014.

841961 shares of restricted stock withwere granted at a weighted average estimated fair value of $124.18 were granted on November 3, 2014.$182.17 per share.

Q2 2018

15,070No restricted stock granted.

Q3 2018

No restricted stock granted.

Q4 2018

2,536 shares of restricted stock withwere granted at a weighted average estimated fair value of $132.71 were granted on December 17, 2014.$191.97 per share.

Q1 2017

1,724 restricted stock units with a fair value of $145.01 were granted on February 9, 2015.

21,2945,084 shares of restricted stock withwere granted at a weighted average estimated fair value of $140.88 were granted on February 9, 2015.$151.63 per share.

Q2 2017

3977,843 shares of restricted stock withwere granted at a weighted average estimated fair value of $151.50 were granted on May 1, 2015.$161.31 per share.

Q3 2017

448No restricted stock granted.

Q4 2017

49,473 shares of restricted stock withwere granted at a weighted average estimated fair value of $153.89 were granted on May 1, 2015.$158.46 per share.

Q1 2016

5,70493,120 shares of restricted stock withwere granted at a weighted average estimated fair value of $157.84 were granted on July 31, 2015.$159.46 per share.

Fiscal 2014

Q2 2016

7,744No restricted stock units with a fair value of $103.30 were granted on September 17, 2013.granted.

Q3 2016

153,972255 shares of restricted stock withwere granted at a weighted average estimated fair value of $102.22 were granted on November 1, 2013.$146.20 per share.

Q4 2016

30,1443,944 shares of restricted stock withwere granted at a weighted average estimated fair value of $102.84 were granted on December 23, 2013.

12,264 restricted stock units with a fair value of $95.45 were granted on February 3, 2014.

Fiscal 2013

131,702 restricted stock units granted on April 8, 2013 with a fair value of $85.80.$164.77 per share.

 


 

Employee Stock Purchase Plan Fair Value Determinations

During fiscal 2015,2018, employees purchased 63,26564,230 shares at a weighted average price of $122.76$160.34 compared to 74,88975,372 shares at a weighted average price of $89.28$136.34 in fiscal 20142017 and 75,28173,072 shares at a weighted average price of $80.77$131.14 in fiscal 2013.2016. Stock-based compensation expense recorded during fiscal 2015, 2014,2018, 2017 and 20132016 relating to the employee stock purchase plan was $1.5$1.6 million, $1.3$2.1 million and $1.2$1.9 million, respectively.

 

The Company uses the Black-Scholes model to calculate the estimated fair value for the employee stock purchase plan. The weighted average estimated fair value of employee stock purchase plan grants during fiscal years 2015, 20142018, 2017 and 2013 were $24.05, $17.762016, was $31.83, $28.16 and $15.79$26.87 per share, respectively, with the following weighted average assumptions:

 

  

2015

  

2014

  

2013

 

Risk-free interest rate

  0.03

%

  0.04

%

  0.07

%

Expected life (months)

  3   3   3 

Expected volatility

  16.3

%

  9.8

%

  9.8

%

Dividend yield

  1.15

%

  1.38

%

  1.38

%

  

2018

  

2017

  

2016

 

Risk-free interest rate

  1.55

%

  0.69

%

  0.22

%

Expected life (months)

  3   3   3 

Expected volatility

  10.19

%

  8.6

%

  10.7

%

Dividend yield

  1.27

%

  1.25

%

  1.18

%

 

Accuracy of Fair Value Estimates

 

The Company is responsible for determining the assumptions used in estimating the fair value of its share-based payment awards. The Company’s determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include but are not limited to the Company’s expected stock price volatility over the term of the awards, interest rates, option forfeiture rates and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable.

 

16.17. INCOME TAXES

 

Income tax expense is based on taxable income determined in accordance with current enacted laws and tax rates. Deferred income taxes are recorded for the temporary differences between the financial statement and tax bases of assets and liabilities using currently enacted tax rates.

 

Provision for Income Taxes

 

The provision for income taxes is as follows (in thousands):follows:

 

Years Ended August 31,

 

2015

  

2014

  

2013

 
 

Years ended August 31,

 

(in thousands)

 

2018

  

2017

  

2016

 

U.S. operations

 $263,411  $242,839  $220,778  $199,654  $218,650  $353,434 

Non-U.S. operations

  70,343   60,625   50,132   152,184   125,662   107,559 

Income before income taxes

 $333,754  $303,464  $270,910  $351,838  $344,312  $460,993 
                        

U.S. operations

 $88,147  $81,998  $61,328  $65,778  $65,403  $106,671 

Non-U.S. operations

  4,556   9,923   10,945   18,975   20,650   15,507 

Total provision for income taxes

 $92,703  $91,921  $72,273  $84,753  $86,053  $122,178 

Effective tax rate

  27.8%  30.3%  26.7%  24.1%  25.0%  26.5%


 

The components of the provision for income taxes consist of the following (in thousands):

Years Ended August 31,

 

2015

  

2014

  

2013

 

Current

            

U.S. federal

 $82,885  $77,368  $52,625 

U.S. state and local

  4,419   3,972   3,309 

Non-U.S.

  6,368   10,350   11,188 

Total current taxes

 $93,672   91,690  $67,122 

Deferred

            

U.S. federal

 $720  $547  $5,036 

U.S. state and local

  123   111   358 

Non-U.S.

  (1,812

)

  (427

)

  (243

)

Total deferred taxes

 $(969

)

 $231  $5,151 

Total provision for income taxes

 $92,703  $91,921  $72,273 

following:

 

  

Years ended August 31,

 

(in thousands)

 

2018

  

2017

  

2016

 

Current

            

U.S. federal

 $58,835  $58,057  $97,703 

U.S. state and local

  5,159   5,659   4,917 

Non-U.S.

  22,669   17,458   15,030 

Total current taxes

 $86,663  $81,174  $117,650 
             

Deferred

            

U.S. federal

 $2,079  $4,320  $3,915 

U.S. state and local

  (295)  (77)  136 

Non-U.S.

  (3,694)  636   477 

Total deferred taxes

 $(1,910) $4,879  $4,528 

Total provision for income taxes

 $84,753  $86,053  $122,178 

 

The provision for income taxes differs from the amount of income tax determined by applying the U.S. statutory federal income tax rate to income before income taxes as a result of the following factors (expressed as a percentage of income before income taxes):factors:

 

Years Ended August 31,

 

2015

  

2014

  

2013

 
 

Years ended August 31,

  

(expressed as a percentage of income before income taxes)

 

2018

  

2017

   

2016

  

Tax at U.S. Federal statutory tax rate

  35.0

%

  35.0

%

  35.0

%

  25.7

%

  35.0

%

   35.0

%

 

Increase (decrease) in taxes resulting from:

                          

State and local taxes, net of U.S. federal income tax benefit

  1.6   1.8   2.0   2.9   1.8    1.5  

Foreign income at other than U.S. rates

  (3.0

)

  (2.9

)

  (2.5

)

  (3.2

)

  (7.0

)

(3)   (5.0

)

(4) 

Domestic production activities deduction

  (2.2

)

  (2.1

)

  (2.6

)

  (1.6

)

  (2.1

)

   (1.5

)

 

Income tax benefits from R&D tax credits

  (2.7

)

  (1.1

)

  (4.1

)

  (3.7

)

  (3.3

)

   (3.6

)

 

Income tax benefits from foreign tax credits

  (0.3

)

  (0.4

)

  (1.2

)

     (0.3

)

   (0.2

)

 

Share-Based Payments(1)

  (2.7

)

        

One-time transition tax from TCJA(2)

  6.6         

Other, net

  (0.6

)

  0.0   0.1   0.1   0.9    0.3  

Effective tax rate

  27.8

%

(1)  30.3

%

  26.7

%(2)

  24.1

%

  25.0

%

   26.5

%

(5) 

 

 

(1)

During the first quarter of fiscal 2018, FactSet adopted an accounting standard that requires all excess tax benefits or deficiencies related to share-based payments to be reported within the consolidated statement of incomethat were previously reported within equity. The adoption of this standard resulted in the recognition of $9.5 million of excess tax benefits to FactSet’s provision for income taxes during fiscal 2018.

(2)

The enactment of the TCJA resulted in a one-time transition tax expense of $23.2 million during the second quarter of fiscal 2018.

(3)

Includes a 200 basis point benefit as a result of FactSet’s global realignment. Effective September 1, 2016, FactSet realigned certain aspects of its global operations from FactSet Research Systems Inc., its U.S. parent company, to FactSet UK Limited, a U.K. operating company, to better position the Company to serve its growing client base outside the U.S. This realignment allows the Company to further implement strategic corporate objectives and helps achieve operational and financial efficiencies, while complementing FactSet’s increasing global growth and reach.

(4)

Includes a portion of the gain from the sale of the Market Metrics business that was not taxable in the UK

(5)

The fiscal 20152016 effective tax rate of 27.8%26.5% includesincome tax benefits of $8.8$10.5 million primarily from the permanent reenactment of the U.S. FederalR&D Tax Credit (the “U.S. Federal (“R&D tax credit”) in December 2014,2015, finalizing prior yearthe fiscal 2015 tax returns and other discrete itemsitems..

(2)

The fiscal 2013 effective tax ratereenactment of 26.7% includes income tax benefits of $7.2 millionprimarily fromthe reenactment of the U.S. Federal R&D tax credit inwas retroactive to January 20131, 2015, andfinalizing prior year tax returns eliminates the yearly uncertainty surrounding the extension of the credit.

FactSet’s effective tax rate is based on recurring factors and nonrecurring events, including the taxation of foreign income. The Company’s effective tax rate will vary based on, among other things, changes in levels of foreign income, as well as discrete and other nonrecurring events that may not be predictable. On December 22, 2017, the U.S. government enacted comprehensive tax legislation through the TCJA. The TCJA significantly revises the U.S. corporate income tax including, lowering the statutory U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018, implementing a modified territorial tax system and imposing a mandatory one-time transition tax on accumulated earnings and profits (“E&P”) of foreign subsidiaries that were previously deferred from U.S. income taxes. While the company has not finalized the accounting for the tax effects of the enactment of the TCJA, FactSet has made a reasonable estimate of the effects on the existing U.S. deferred tax balances and the one-time transition tax. The Company will continue to refine its calculations as additional analyses are completed. In addition, the estimates may also be affected by changes in interpretations at the federal and state levels, and any additional regulatory guidance that may be issued.

FactSet had approximately $250.0 million in undistributed foreign E&P generated prior to December 31, 2017, which resulted in a one-time transition tax expense of $23.2 million recorded during the second quarter of fiscal 2018, payable over an eight-year period. This amount may change as the Company finalizes the calculation of foreign E&P previously deferred from U.S. federal taxation, as well as the analysis of available foreign tax credits. Due to the changes in taxation of undistributed foreign earnings under the TCJA, FactSet will continue to analyze foreign subsidiary earnings, as well as global working capital requirements, and may repatriate earnings when the amounts are remitted substantially free of additional tax.


Due to FactSet’s August 31st fiscal year-end, the lower tax rate was phased in, resulting in a blended U.S. statutory federal rate of 25.7% for the full fiscal 2018 year and a 21% rate for subsequent years. The reduction in the statutory federal rate also required the remeasurement of the Company’s net U.S. deferred tax position, which resulted in a non-recurring tax charge of $2.3 million. The provisional expense related to the one-time transition tax on the undistributed foreign earnings and the non-recurring tax charge from the remeasurement of deferred taxes were partially offset by the lower blended U.S. statutory rate and the recognition of excess tax benefits from the adoption of the employee share-based payment accounting standard.

Deferred Tax Assets and Liabilities

 

The significant components of deferred tax assets that are recorded inwithin the Consolidated Balance SheetsSheet were as follows (in thousands):follows:

 

At August 31,

 

2015

  

2014

 

Current

        
 

At August 31,

 

(in thousands)

 

2018

  

2017

 

Deferred tax assets:

        

Receivable reserve

 $541  $597  $599  $811 

Deferred rent

  794   1,067 

Other

  770   177 

Net current deferred tax assets

 $2,105  $1,841 

Non-current

        

Depreciation on property, equipment and leasehold improvements

 $10,880  $9,831   1,032   2,220 

Deferred rent

  5,108   3,572   7,711   11,615 

Stock-based compensation

  17,562   18,160   14,827   20,117 

Purchased intangible assets, including acquired technology

  (17,533

)

  (10,750

)

  (24,059

)

  (32,742)

Other

  4,582   1,564   9,606   8,059 

Net non-current deferred tax assets

 $20,599  $22,377 

Total deferred tax assets

 $22,704  $24,218  $9,716  $10,080 

 

The significant components of deferred tax liabilities that are recorded inwithin the Consolidated Balance SheetsSheet were as follows (in thousands):

At August 31,

 

2015

  

2014

 

Current

        

Other

 $562  $ 

Net current deferred tax liabilities

 $562  $ 

Non-current

        

Purchased intangible assets, including acquired technology

 $1,886  $3,478 

Stock-based compensation

     (860

)

Other

  (189

)

  303 

Net non-current deferred tax liabilities

 $1,697  $2,921 

Total deferred taxliabilities

 $2,259  $2,921 

A provision has not been made for additional U.S. Federal taxes as all undistributed earnings of foreign subsidiaries are considered to be invested indefinitely or will be repatriated free of additional tax. The amount of such undistributed earnings of these foreign subsidiaries included in consolidated retained earnings was immaterial at August 31, 2015 and 2014. As such, the unrecognized deferred tax liability on those undistributed earnings was immaterial. These earnings could become subject to additional tax if they are remitted as dividends, loaned to FactSet, or upon sale of the subsidiary’s stock.follows:

 


  

At August 31,

 

(in thousands)

 

2018

  

2017

 

Deferred tax liabilities:

        

Stock-based compensation

 $(946) $(815)

Purchased intangible assets, including acquired technology

  22,429   26,231 

Other

  (293)  1,858 

Total deferred tax liabilities

 $21,190  $27,274 

 

Unrecognized Tax Positions

 

Applicable accounting guidance prescribes a comprehensive model for the financial statement recognition, measurement, classification and disclosure of uncertain tax positions that a company has taken or expects to take on a tax return. A company can recognize the financial effect of an income tax position only if it is more likely than not (greater than 50%) that the tax position will prevail upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit or expense can be recognized in the consolidated financial statements. The tax benefits recognized are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Additionally, companies are required to accrue interest on all tax exposures for which reserves have been established consistent with jurisdictional tax laws.

 

As of August 31, 2015,2018, the Company had gross unrecognized tax benefits totaling $6.8 million, including $1.3 million of accrued interest, recorded as non-current taxes payable in the consolidated balance sheet. Approximately $1.0 million of these unrecognized tax benefits would have affected the current year effective tax rate if realized as of August 31, 2015. As of August 31, 2014, the Company had gross unrecognized tax benefits totaling $5.5$9.2 million, including $1.1 million of accrued interest, recorded as non-currentNon-current taxes payable inwithin the consolidated balance sheet. The Company recognizes interest and penalty charges related to unrecognized tax benefits as income tax expense, which is consistent with the recognition in prior reporting periods. The Company recognized interest charges of $0.2 million, $0.1 million and less than $0.1 million during the fiscal years ended August 31, 2015, 2014 and 2013, respectively.

Consolidated Balance Sheet. Unrecognized tax benefits represent tax positions taken on tax returns but not yet recognized in the consolidated financial statements. When applicable, the Company adjusts the previously recorded tax expense to reflect examination results when the position is ultimately settled. The Company regularly engages in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. It is reasonably possible that certain federal, foreign, and state tax matters may be concluded in the next 12 months. However, FactSet has no reason to believe that such audits will result in the payment of additional taxes and/or penalties that would have a material adverse effect on the Company’s results of operations or financial position, beyond current estimates. Any changes in accounting estimates resulting from new developments with respect to uncertain tax positions will be recorded as appropriate. The Company does not currently anticipate that the total amounts of unrecognized tax benefits will significantly change within the next 12 months.

 


The following table summarizes the changes in the balance of gross unrecognized tax benefits (in thousands):benefits:

 

Unrecognized income tax benefits at August 31, 2012

 $5,464 

(in thousands)

    

Unrecognized income tax benefits at August 31, 2015

 $6,776 

Additions based on tax positions related to the current year

  1,372   1,779 

Additions for tax positions of prior years

  986   1,436 

Statute of limitations lapse

  (1,103)  (1,209)

Reductions from settlements with taxing authorities

  (1,284)

Unrecognized income tax benefits at August 31, 2013

 $5,435 

Unrecognized income tax benefits at August 31, 2016

 $8,782 

Additions based on tax positions related to the current year

  921   3,896 

Additions for tax positions of prior years

  628   628 

Statute of limitations lapse

  (717)  (1,822)

Reductions from settlements with taxing authorities

  (766)

Unrecognized income tax benefits at August 31, 2014

 $5,501 

Unrecognized income tax benefits at August 31, 2017

 $11,484 

Additions based on tax positions related to the current year

  962   2,954 

Additions for tax positions of prior years

  1,122   531 

Statute of limitations lapse

  (809)  (3,146)

Unrecognized income tax benefits at August 31, 2015

 $6,776 

Reductions from settlements with Taxing Authorities

  (2,600)

Unrecognized income tax benefits at August 31, 2018

 $9,223 

 

In the normal course of business, the Company’s tax filings are subject to audit by federal, state and foreign tax authorities. At August 31, 2015,2018, the Company remained subject to examination in the following major tax jurisdictions for the tax years as indicated below:

 

Major Tax Jurisdictions

 Open Tax Years

U.S.

Federal

2013 through 2015

State (various)

2010 through 2015

Europe

United Kingdom

2013 through 2015

France

2012 through 2015


Major Tax Jurisdictions

 

Open Tax Years

 

U.S.

      

Federal

  2015through2018 

State (various)

  2015through2018 
       

Europe

      

United Kingdom

  2015through2018 

France

  2016through2018 

Germany

  2017through2018 

 

17.18. DEBT

 

FactSet’s debt obligations consisted of the following (in thousands):following:

 

At August 31,

 

2015

  

2014

 

2015 Revolving Credit Facility(maturity date of September 21, 2018)

 $35,000  $ 

Total Outstanding Debt at fiscal year-end

 $35,000  $ 
  

At August 31,

 

(in thousands)

 

2018

  

2017

 

2017 Revolving Credit Facility (maturity date of March 17, 2020)

 $575,000  $575,000 

 

On February 6, 2015,March 17, 2017, the Company entered into a Credit Agreement (the “Credit“2017 Credit Agreement”) between FactSet, as the borrower, and PNC Bank, of America, N.A.National Association (“PNC”), as the lender (the “Lender”). At that date, theadministrative agent and lender. The 2017 Credit Agreement providedprovides for a $35.0$575.0 million revolving credit facility (the “Revolving“2017 Revolving Credit Facility”), under which the Company could. FactSet may request borrowings. The Credit Agreement also allowed FactSet to arrange for additional borrowings for an aggregate amount of up to $265.0 million provided that any such request for additional borrowings was in a minimum amount of $25.0 million.

For purposes of funding its acquisition of Code Red on February 6, 2015, FactSet borrowed $35.0 million in the form of a Eurodollar rate loan (the “Loan”) under the 2017 Revolving Credit Facility. The proceeds of the Loan made under the Credit Agreement could be used for permitted acquisitions and general corporate purposes. There are no prepayment penalties if the Company elects to prepay the Loan prior toFacility until its scheduled maturity date. The principal balance is payable in full on the maturity date. The $35.0 million borrowed under the Loan bears interest on the outstanding principal amount at a rate equal to the Eurodollar rate plus 0.50% and is reported as long-term debt within the Consolidated Balance Sheet at August 31, 2015. The Eurodollar rate is defined in the Credit Agreement as the rate per annum equal to one-month LIBOR. Interest on the Loan is payable quarterly in arrears and on the maturity date. During fiscal 2015 the Company paid approximately $0.1 million in interest on its outstanding Loan amount.

On September 21, 2015, the Company amended the Credit Agreement to borrow an additional $265.0 million (the “Second Amendment) in order to fund FactSet’s acquisition of Portware, LLC (“Portware”) which was announced on September 22, 2015, and closed on October 16, 2015. The maturity date on all outstanding loan amounts (which total $300.0 million as of October 30, 2015) is September 21, 2018.March 17, 2020. The Second Amendment2017 Credit Agreement also allows FactSet, subject to certain requirements, to arrange for additional borrowings with the LenderPNC for an aggregate amount of up to $400.0$225.0 million, provided that any such request for additional borrowings must be in a minimum amount of $25.0 million. For more informationBorrowings under the loan bear interest on the Portwareoutstanding principal amount at a rate equal to the daily LIBOR rate plus 1.00%. Interest on the loan outstanding is payable quarterly in arrears and on the maturity date. There are no prepayment penalties if the Company elects to prepay the outstanding loan amounts prior to the scheduled maturity date. The principal balance is payable in full on the maturity date.

In conjunction with FactSet’s entrance into the 2017 Credit Agreement, the Company borrowed $575.0 million in the form of a LIBOR rate loan under the 2017 Revolving Credit Facility and retired the outstanding debt under its previous credit agreement between FactSet, as the borrower, and Bank of America, N.A., as the lender. The total principal amount of the debt outstanding at the time of retirement was $365.0 million and there were no prepayment penalties. Proceeds from the 2017 Revolving Credit Facility were also used to fund FactSet’s acquisition seeNote 21,Subsequent Events.of BISAM.

All outstanding loan amounts are reported as Long-term debt within the Consolidated Balance Sheet at August 31, 2018. During fiscal years 2018, 2017 and 2016, FactSet recorded interest expense of $15.9 million, $8.4 million and $3.0 million, respectively, on its outstanding debt amounts. The principal balance is payable in full on the maturity date.


 

As of August 31, 2015,2018, no commitment fee was owed by FactSet since it borrowed the then-fullfull amount ofunder the Revolving2017 Credit Facility on February 6, 2015. Other feesAgreement. In fiscal 2017, FactSet incurred by the Company, such asapproximately $0.4 million in legal costs to draft and review the 2017 Credit Agreement, totaled less than $0.1 million andAgreement. These costs were capitalized as loan origination fees. These loan origination fees and are being amortized into interest expense over the term of the Loan (three years)loan using the effective interest method and totaled less than $0.1 million in fiscal 2015.method.

 

The 2017 Credit Agreement containscontained covenants restricting certain FactSet activities, which are usual and customary for this type of loan.Inloan.

In addition, the 2017 Credit Agreement requiresrequired that FactSet must maintain a consolidated leverage ratio, as measured by total funded debt/EBITDA below a specified level as of the end of each fiscal quarter. The Company was in compliance with all of the covenants of the 2017 Credit Agreement as of August 31, 2015.2018.

19. COMMITMENTS AND CONTINGENCIES

 

18.COMMITMENTS AND CONTINGENCIES

Commitments represent obligations, such as those for future purchases of goods or services that are not yet recorded on the balance sheet as liabilities. FactSet records liabilities for commitments when incurred (i.e.(i.e., when the goods or services are received).

 

Lease Commitments

 

At August 31, 2015, the Company leases2018, FactSet was leasing approximately 202,000 square feet of office space at its headquarters in Norwalk, Connecticut. In addition, FactSet leasesexisting office space for its U.S. reportable segmentheadquarters at 601 Merritt 7, Norwalk, Connecticut. On February 14, 2018, the Company entered a new lease to relocate its corporate headquarters to 45 Glover Avenue in New York, New York; Boston, Massachusetts; Chicago, Illinois; San Francisco, California; Austin, Texas; Jackson, Wyoming; Atlanta, Georgia; Tuscaloosa, Alabama; Newark, Ridgewood and Piscataway, New Jersey; Manchester, New Hampshire; Reston, Virginia, Youngstown, Ohio, and Toronto, Canada.Norwalk, Connecticut. The new location will comprise approximately 173,000 square feet of office space. FactSet expects to take possession of the newly leased property on or around January 1, 2019, for fit-out purposes. The Company will continue to occupy its existing headquarters space until the new headquarters property is ready for occupancy, currently estimated to be in the second quarter of fiscal 2020.

Including new lease agreements executed during fiscal 2018, the Company’s European segment operates inworldwide leased office space in London, England; Paris and Avon, France; Amsterdam, the Netherlands; Frankfurt, Germany; Dubai, United Arab Emirates; Milan, Italy; and Riga, Latvia. Officeincreased to approximately 1,750,000 square feet of office space in Tokyo, Japan; Hong Kong; Singapore; Mumbai, India; and Sydney, Australia are leased by FactSet for its Asia Pacificunder various non-cancelable operating segment. The data content collection centers located in Hyderabad, India and Manila, the Philippines benefit all of the Companies operating segments. The leases which expire on various dates through 2031. Total minimum rental payments associated with the leases are recorded as rent expense (a component of selling, general and administrative expenses)Selling, General & Administrative expense) on a straight-line basis over the periods of the respective non-cancelable lease terms. Future minimum commitments for the Company’s operating leases in place as of August 31, 2018, including the fully executed lease for its new headquarters in Norwalk, Connecticut are as follows:

 


(in thousands)

Years ended August 31,

 

Minimum Lease

Payments

 

2019

 $41,094 

2020

  37,846 

2021

  35,505 

2022

  32,819 

2023

  30,524 

Thereafter

  229,977 

Total

 $407,765 

 

During fiscal 2015, 20142018, 2017 and 2013,2016, rent expense (including operating costs) for all operating leases amounted to $38.6$54.6 million, $37.7$48.4 million and $36.2$43.2 million, respectively. At August 31, 20152018 and 2014,2017, deferred rent reported within the consolidated balance sheetConsolidated Balance Sheets totaled $20.9$39.4 million and $18.3$37.4 million, of which $18.4$33.6 million and $14.9$33.5 million, respectively, was reported as a non-current liability within the line itemDeferred Rent and Other Non-Current Liabilities..

 

Approximately $1.0$2.0 million of standby letters of credit have been issued during the ordinary course of business in connection with the Company’s current leased office space as of August 31, 2015.2018. These standby letters of credit contain covenants that, among other things, require FactSet to maintain minimum levels of consolidated net worth and certain leverage and fixed charge ratios. As of August 31, 20152018 and 2014,2017, FactSet was in compliance with all covenants contained in the standby letters of credit.

 

In fiscal 2015, FactSet entered into the following new lease agreements:

Boston, Massachusetts:A new lease amendment was signed to extend and expand the Company’s existing office space in Boston by 4,809 rentable square feet. At the time of signing, the renewal resulted in incremental future minimum rental payments of $6.6 million through June 2022.

Hyderabad, India:

-A new lease amendment was entered into during November 2014 to renew the Company’s existing office space in Hyderabad. At the time of signing, the renewal resulted in incremental future minimum rental payments of $2.2 million over the non-cancelable lease term through November 2019.

-A new lease agreement was entered into during April 2015 for 43,830 square feet of new office space in Hyderabad. At the time of signing, the new lease agreement resulted in incremental future minimum rental payments of $1.8 million over the lease term through September 2020.

Manila, Philippines:A new lease agreement was entered into during April 2015 for 13,043 square feet of new office space in Manila. At the time of signing, the new lease agreement resulted in incremental future minimum rental payments of $1.5 million over the non-cancelable lease term through June 2020.

New York, New York:A new lease amendment was signed to extend and expand the Company’s existing office space in New York by 19,979 rentable square feet. At the time of signing, the renewal resulted in incremental future minimum rental payments of $21.2 million through August 2031. The amendment included approximately $1.9 million in tenant allowances. 

Norwalk, Connecticut:A new lease amendment was signed to extend and expand the Company’s existing office space in Norwalk by 9,587 rentable square feet. At the time of signing, the renewal resulted in incremental future minimum rental payments of $0.9 million through December 2019.

London, England:A new lease agreement was entered into in July 2015 for 15,051 square feet of new office space in London. At the time of signing, the new lease agreement resulted in incremental future minimum rental payments of $21.1 million over the non-cancelable lease term through March 2031. 

At August 31, 2015, the Company’s lease commitments for office space provide for the following future minimum rental payments under non-cancelable operating leases with remaining terms in excess of one year (in thousands):

Years Ended August 31,

 

Minimum Lease

Payments

 

2016

 $22,695 

2017

  28,002 

2018

  27,373 

2019

  25,974 

2020

  20,129 

Thereafter

  145,929 

Total

 $270,102 

Purchase Commitments with Suppliers

 

Purchase obligations represent payments due in future periods in respect of commitments to the Company’s various data vendors as well as commitments to purchase goods and services such as telecommunication and computer maintenance services. These purchase commitments are agreements that are enforceable and legally binding on FactSet, and thatthey specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. As of August 31, 20152018 and 2014,2017, the Company had total purchase commitments with suppliers of $65.2$79.0 million and $53.3$81.0 million, respectively. There were no material changes in the Company’s purchase commitments with suppliers during fiscal 2018.

 


 

Contingencies

Legal Matters

FactSet accrues non income-tax liabilities for contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized. The Company issubject to legal proceedings, claims, and litigation arising in the ordinary course of business, including intellectual property litigation.Based on information available,FactSet’s management does not believe that the ultimate outcome of these unresolved matters against the Company, individually or in the aggregate, is likely to have a material adverse effect on the Company'sconsolidated financial position, its results of operations or its cash flows.

 

Income Taxes

Uncertain income tax positions are accounted for in accordance with applicable accounting guidance (see Note 16)17). FactSet is currently under audit by multiple tax authorities. The Companyauthorities and has reserved for potential adjustments to its provision for income taxes that may result from examinations by, or any negotiated agreementssettlements with, these tax authorities, and theauthorities. The Company believes that the final outcome of these examinations or agreementssettlements will not have a material effect on its results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of tax benefits in the period FactSet determines the liabilities are no longer necessary. If the Company’s estimates of the federal, state, and foreign income tax liabilities are less than the ultimate assessment, a further charge to expense would result.

 

Legal Matters

FactSet accrues non income-tax liabilities for contingencies when management believes that a loss is probable, and the amounts can be reasonably estimated, while contingent gains are recognized only when realized. The Company is engaged in various legal proceedings, claims and litigation that have arisen in the ordinary course of business, including employment matters, commercial and intellectual property litigation. The outcome of all the matters against the Company is subject to future resolution, including the uncertainties of litigation. Based on information available at August 31, 2018, FactSet’s management believes that the ultimate outcome of these unresolved matters against the Company, individually or in the aggregate, will not have a material adverse effect on the Company's consolidated financial position, its results of operations or its cash flows.

Sales Tax Matters

In the third quarter of fiscal 2018, FactSet received a letter from the Massachusetts Department of Revenue relating to prior tax periods. The letter requested additional sales information in order to determine if a notice of intent to assess should be issued to FactSet. Based upon a preliminary review of their request, the Company believes the state may assess sales tax, and underpayment penalties and interest, on previously recorded sales transactions. Due to the uncertainty surrounding the assessment process, the Company is unable to reasonably estimate the ultimate outcome of this matter and, as such, has not recorded a liability as of August 31, 2018. While FactSet believes that it will ultimately prevail if the Company is presented with a formal assessment and is required to pay it, the amount could have a material impact on the Company’s consolidated financial position, cash flows and results of operations.

Indemnifications

As permitted or required under Delaware law and to the maximum extent allowable under that law, FactSet has certain obligations to indemnify its current and former officers and directors for certain events or occurrences while the officer or director is, or was serving, at FactSet’s request in such capacity. These indemnification obligations are valid as long as the director or officer acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The maximum potential amount of future payments FactSet could be required to make under these indemnification obligations is unlimited; however, FactSet has a director and officer insurance policy that it believes mitigates FactSet's exposure and may enable FactSet to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification obligations is immaterial.

 

19.RISKS20. RISKS AND CONCENTRATIONS OF CREDIT RISK

 

Financial Risk Management

 

Foreign Currency Exchange Risk

The Company is exposed to changesconducts business outside the U.S. in foreign currency exchange rates, which could affect its operating results, financial position and cash flows. The Company’s primary foreign currency market exposures includeseveral currencies including the British Pound Sterling, Euro, Indian Rupee, Japanese Yen Indian Rupee and Philippine Peso. The financial statements of these foreign subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities and average rates for the period for revenues and expenses. To manage the extent that FactSet’s international activities recorded in local currencies increase inexposures related to the future, its exposureeffects of foreign exchange rate fluctuations, the Company utilizes derivative instruments (foreign currency forward contracts). By their nature, all derivative instruments involve to fluctuations invarying degrees, elements of market and credit risk. The market risk associated with these instruments resulting from currency exchange rates will correspondingly increase. FactSet manages its exposuremovements is expected to foreign currency exchangeoffset the market risk through its regular operating and financing activities and, when appropriate, through the use of derivative financial instruments. These derivative financial instruments are utilized to hedge currency exposures as well as to reduce earnings volatility resulting from shifts in market rates. FactSet only enters into foreign currency forward contracts to manage foreign currency exposures. The fair market values of all the Company’s derivative contracts change with fluctuations in currency rates and are designed so that any changes in their values are offset by changes in the values of the underlying exposures. See Note 5,Derivative Instruments, for additional analysistransactions, assets and liabilities being hedged. FactSet does not believe there is significant risk of loss in the event of non-performance by the counterparties associated with these instruments because these transactions are executed with a major financial institution. Further, the Company’s policy is to deal with counterparties having a minimum investment grade or better credit rating. Credit risk is managed through the continuous monitoring of exposures to such counterparties. FactSet’s primary objective in holding derivatives is to reduce the volatility of earnings associated with changes in foreign currency exchange rate risk.currency.


Interest Rate Risk

 

Interest Rate RiskCash and Cash Equivalents

- The fair market value of the Company’sFactSet’s cash and investments at August 31, 20152018 was $182.4$237.9 million. FactSet’sThe Company’s cash and cash equivalents consist of demand deposits and money market funds with original maturities of three months or fewerless and are reported at fair value. The Company’s investments consist of both mutual funds and certificates of deposits withdeposit as both are part of the Company’s investment strategy. These mutual funds and certificates of deposit are included as Investments (short term) on the Company’s Consolidated Balance Sheet as the certificates of deposit have original maturities greater than three months, but less than one year and as such,the mutual funds can be liquidated at the Company’s discretion. The mutual funds and certificates of deposit are reported as short-term investments.held for investment and are not considered debt securities. It is anticipated that the fair market value of the Company’s portfoliocash and investments will continue to be immaterially affected by fluctuations in interest rates. Preservation of principal is the primary goal of FactSet’s cash and investment policy. Pursuant to established investment guidelines, the Company tries to achieve high levels of credit quality, liquidity and diversification. Its investment guidelines do not permit FactSet to invest in puts, calls, strips, short sales, straddles, options, commodities, precious metals, futures or investments on margin. Because FactSetthe Company has a restrictive investment policy, its financial exposure to fluctuations in interest rates is expected to remain low. The Company does not believe that the value or liquidity of its cash and investments have been significantly impacted by the recent credit crisis.current market events.

 


Debt - As of August 31, 2015,2018, the fair value of the Company’sFactSet’s long-term debt was $35.0$575.0 million, which approximated its carrying amount given its floating interest rate basis and was determined based on quoted market prices for debt with a similar maturity. The debt bears interest on the outstanding principal amount at a rate equal to 0.50% plus the Eurodollar rate, which is defined in the agreement as the rate per annum equal to one-month LIBOR.ItIt is anticipated that the fair market value of the Company’sFactSet’s debt will continue to be immaterially affected by fluctuations in interest rates and FactSetthe Company does not believe that the value of its debt has been significantly impacted by current market events. The debt bears interest on the outstanding principal amount at a rate equal to the daily LIBOR rate plus a spread using a debt leverage pricing grid currently at 1.00%. During fiscal 2018 and fiscal 2017, the Company recorded interest expense of $15.9 million and $8.4 million in interest on its outstanding debt amounts, respectively. Assuming all terms of the Company’s outstanding long-term debt remained the same, a hypothetical 25 basis point change (up or down) in the one-month LIBOR rate would result in a $1.4 million change in its annual interest expense.

 

Current market events have not required the Company to modify materially or change its financial risk management strategies with respect to its exposures to foreign currency exchange risk and interest rate risk.

 

Concentrations of Credit Risk

 

Cash equivalents

Cash and cash equivalents are maintained primarily maintained with twofive financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company seeks to mitigate its credit risks by spreading such risks across multiple counterparties and monitoring the risk profiles of these counterparties.

 

Accounts Receivable

Accounts receivable are unsecured and are derived from revenues earned from clients located around the globe. FactSet performs ongoing credit evaluations of its clients and does not require collateral from its clients.clients but performs credit evaluations on an ongoing basis. The Company maintains reserves for potential write-offs and theseevaluates the adequacy of the reserves periodically. These losses have historically been within expectations. No single client represented 10% or more of FactSet's total revenues in any fiscal year presented.At August 31, 2015,2018, the Company’s largest individual client accounted for approximately 2% of total annual subscriptions, and annual subscriptions from the ten largest clients did not surpass 15% of total annual subscriptions, consistent with August 31, 2014. At2017. As of August 31, 20152018 and 2014,2017, the receivable reserve was $1.6$3.5 million and $1.7$2.7 million, respectively.respectively.

 

Derivative Instruments

As a result of the use of derivative instruments, the Company is exposed to counterparty credit risk. FactSet has incorporated counterparty risk into the fair value of its derivative assets and its own credit risk into the value of the Company’s derivative liabilities.liabilities, when applicable. FactSet calculates credit risk from observable data related to CDScredit default swaps (“CDS”) as quoted by publicly available information. Counterparty risk is represented by CDS spreads related to the senior secured debt of the respective bank with whom FactSet has executed these derivative transactions. BecauseAs CDS spread information is not available for FactSet, the Company’s credit risk is determined based on using a simple average of CDS spreads for peer companies as determined by FactSet.companies. To mitigate counterparty credit risk, FactSet enters into contracts with large financial institutions and regularly reviewreviews its credit exposure balances as well as the creditworthiness of the counterparties. The Company does not expect any losses as a result of default of its counterparties.


Concentrations of Other Risk

Data Content Providers

Certain data sets that FactSet relies on have a limited number of suppliers, although the Company makes every effort to assure that, where reasonable, alternative sources are available. However, FactSet is not dependent on any one third partythird-party data supplier in order to meet the needs of its clients. FactSet combines the data from these commercial databases into its own dedicated single online service, which the client accesses to perform their analysis. No single vendor or data supplier represented more than 10% or more of FactSet's total data expenses in any fiscal year presented.

 

20.21. UNAUDITED QUARTERLY FINANCIAL DATA

 

The following table presents selected unaudited financial information for each of the quarterly periods in the years ended August 31, 20152018 and 2014.2017. The results for any quarter are not necessarily indicative of future quarterly results and, accordingly, period-to-period comparisons should not be relied upon as an indication of future performance (in thousands, except per share data).performance.

 

Fiscal 2015

 

First

Quarter

  

Second

Quarter

  

Third

Quarter

  

Fourth

Quarter

 

Fiscal 2018 (in thousands, except per share data)

 

First

Quarter

  

Second

Quarter

  

Third

Quarter

  

Fourth

Quarter

 

Revenues

 $242,676  $247,792  $254,522  $261,779  $329,141  $335,231  $339,911  $345,861 

Cost of services

  97,543   99,516   100,686   107,595  $161,524  $163,232  $165,073  $169,467 

Selling, general and administrative

  64,873   67,628   68,480   68,531  $78,519  $76,514  $81,573  $88,038 

Operating income

  80,260   80,648   85,356   85,653  $89,098  $95,485  $93,265  $88,356 

Net income

  55,860   61,598   61,409   62,184  $70,379  $53,137  $74,746  $68,823 

Diluted earnings per common share(1)

 $1.32  $1.46  $1.45  $1.48 

Weighted average common shares (diluted)

  42,340   42,306   42,297   41,995 

Diluted EPS(1)

 $1.77  $1.33  $1.91  $1.77 

Diluted weighted average common shares

  39,680   39,846   39,104   38,879 

Fiscal 2017 (in thousands, except per share data)

 

First

Quarter

  

Second

Quarter

  

Third

Quarter

  

Fourth

Quarter

 

Revenues

 $288,063  $294,354  $312,120  $326,642 

Cost of services

 $127,250  $131,635  $146,426  $161,269 

Selling, general and administrative

 $70,494  $70,973  $78,052  $82,945 

Operating income

 $90,319  $91,746  $87,642  $82,428 

Net income

 $66,583  $66,710  $65,414  $59,552 

Diluted EPS(1)

 $1.66  $1.68  $1.66  $1.52 

Diluted weighted average common shares

  40,100   39,700   39,457   39,281 

 

 

(1)

Diluted earnings per common share is calculated independently for each of the periods presented. Accordingly, the sum of the quarterly earnings per shareEPS amounts may not equal the total for thefiscalyear.

 



 

Fiscal 2014

 

First

Quarter

  

Second

Quarter

  

Third

Quarter

  

Fourth

Quarter

 

Revenues

 $222,975  $226,934  $231,761  $238,664 

Cost of services

  83,250   87,254   90,661   92,521 

Selling, general and administrative

  64,985   64,626   68,063   66,757 

Operating income

  74,740   75,054   73,037   79,386 

Net income

  52,178   52,426   51,532   55,407 

Diluted earnings per common share(1)

 $1.19  $1.22  $1.21  $1.31 

Weighted average common shares (diluted)

  43,773   43,107   42,615   42,386 

(1)

Diluted earnings per common share is calculated independently for each of the periods presented. Accordingly, the sum of the quarterly earnings per share amounts may not equal the total for thefiscalyear.

21. SUBSEQUENT EVENTS

As previously announced, on September 21, 2015, FactSet agreed to acquire (the “Acquisition”) all of the issued and outstanding membership interests of Portware pursuant to a Securities Purchase Agreement by and among FactSet, Long Ridge Equity Partners I, LP, Long Ridge Offshore Subsidiary Holdings, LLC, Portware Investors Parallel Holdings LLC, Portware, Long Ridge Portware Holdings, Inc. and the Individual Sellers (as defined therein). On October 16, 2015, the Company completed the Acquisition for $265.0 million in cash, less certain adjustments set forth in the Securities Purchase Agreement, including, among others, a customary working capital adjustment. FactSet funded the Acquisition by borrowing $265.0 million on October 16, 2015 under its existing revolving credit facility, which it had amended on September 21, 2015.

With the acquisition of Portware, FactSet will offer a platform that will increase value to global asset managers by expanding its capabilities to include multi-asset trade automation. Revenue from Portware will be recognized based on geographic business activities in accordance with how the Company’s operating segments are currently aligned. The Company expects the majority of the purchase price to be allocated to goodwill and acquired intangible assets. The pro forma financials that may be required in connection with the Acquisition have not been included as the valuation of certain assets and liabilities is ongoing as of the date of this Form 10-K.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND

FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of the Company’sour management, including the principal executive officer and principal financial officer, the Company haswe have evaluated the effectiveness of itsour disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the annual period covered by this report. Based on that evaluation, the principal executive officer and principal financial officer have concluded that the Company’sour disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) are effective to ensure that information required to be disclosed by the Companyus in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to the Company’sour management, including itsour principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in the Company’sour internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal 20152018 that have materially affected, or are reasonably likely to materially affect, the Company’sour internal control over financial reporting.

 

Management’s Report on Internal Control over Financial Reporting

 

See Management’s Report on Internal Control over Financial Reporting under Item 8 of this Report on page 45.Form 10-K, which is incorporated herein by reference.

 

Report of Independent Registered Public Accounting Firm

 

See Report of Independent Registered Public Accounting Firm under Item 8 of this Report on page 47.Form 10-K, which is incorporated herein by reference.

 

ITEM 9B. OTHER INFORMATION

 

None.In the Current Report on Form 8-K filed on September 6, 2018, the Company reported in connection with her hiring that Helen L. Shan, its Executive Vice President and Chief Financial Officer, would be granted an annual equity award with a grant date value of $400,000 in conjunction with the Company’s fiscal 2019 equity grant and that such grant was estimated to be made in early November 2018. In fact, this grant is expected to be made in November 2019 in connection with the Company’s 2019 equity grants at the same time as all other annual option grants are made to executives in calendar year 2019.

 


 

PART III

 

ITEM 10. DIRECTORS,EXECUTIVE OFFICERSAND CORPORATE GOVERNANCE

 

The information required by this item relating to our directors and nominees, regardingrelating to compliance with Section 16(a) of the Securities Act of 1934, and regardingrelating to our Audit Committee is included under the captions “Corporate Governance” and “Security“Section 16(a) Beneficial Ownership of Certain Beneficial Owners and Management” and containedReporting Compliance” in the definitive Proxy Statement dated October 30, 2015,2018, and all of whichsuch information is incorporated herein by reference.

 

Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive officers is included under the caption “Executive Officers”Officers of the Company’s definitive Proxy Statement dated October 30, 2015, allRegistrant” in Part I of which information is incorporated herein by reference.this Report on Form 10-K.

 

We haveThe Company has adopted a codeCode of ethicsBusiness Conduct and Ethics that applies to ourall employees, including the Company’s principal executive officer, and all members of our finance department, including the principal financial officer and principal accounting officer. This code of ethics, which consists of the “Code of Ethical Conduct for Financial Managers,” is posted on our website, along with the charters of committees of our Board of Directors. The Internet address for our Website iswww.factset.com,officer, all other officers and the Company’s directors. A copy of this code of ethics may be found in the “Investor Relations” section under “Corporate Governance.” All employees, officers and directors are also subject to our “Code of Business Conduct and Ethics,” also postedis available on the “Corporate Governance” page of ourCompany’s website at https://investor.factset.com on the Leadership and the same information is available in print free of charge to any stockholder who submits a written request to the Company’s Investor Relations department at its corporate headquarters at 601 Merritt 7, Norwalk, Connecticut 06851.

We intendCorporate Governance page. The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website at the address and general location specified above.

 

The Corporate Governance Guidelines and the charters of the committees of our Board of Directors, including the Audit Committee, Compensation and Talent Committee and Nominating and Corporate Governance Committee are also available on our website at https://investor.factset.com on the Leadership and Corporate Governance page. The guidelines, charters and code of ethics are also available in print free of charge to any stockholder who submits a written request to our Investor Relations department at our corporate headquarters at 601 Merritt 7, Norwalk, Connecticut 06851.

ITEM 11. EXECUTIVE COMPENSATION

 

The information required by this item relating to our executive compensation is included under the captioncaptions “Executive Compensation” contained inCompensation,” “Compensation Discussion and Analysis,” “Compensation and Talent Committee Report,” “Director Compensation Program,” including “Equity Compensation,” and “Director Compensation Table” of the definitive Proxy Statement dated October 30, 2015,2018, and all of whichsuch information is incorporated herein by reference.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS

 

The information required by this item relating to security ownership of certain beneficial owners and management is included under the caption “Security Ownership of Certain Beneficial Owners and Management” and the information required by this item relating to securities authorized for issuance under equity compensation plans is included under the caption “Equity Compensation Plan Information,”, in the definitive Proxy Statement dated October 30, 2015, all of which2018, and such information is incorporated herein by reference.

 

Equity Compensation Plan Information

The following table summarizes as of August 31, 2018, the number of outstanding equity awards granted to employees and non-employee directors, as well as the number of equity awards remaining available for future issuance, under FactSet’s equity compensation plans:

(In thousands, except per share data)

            
  

(a)

      

(c)

 
  

Number of securities

  

(b)

  

Number of securities remaining

 
  

to be issued upon exercise

  

Weighted-average

  

available for future issuances under

 
  

of outstanding options and

  

exercise price of

  

equity compensation plans (excluding

 

Plan category

 

restricted stock vesting

  

outstanding options

  

securities reflected in column (a))

 

Equity compensation plans approved by security holders

  3,286 (1) $153.05 (2)  6,850 (3)
             

Equity compensation plans not approved by security holders

         
             

Total

  3,286 (1) $153.05 (2)  6,850 (3)

(1)

Includes shares of FactSet common stock subject to outstanding restricted stock that will entitle each holder to the issuance of one share of common stock as they vest.


(2)

Calculated without taking into account shares of FactSet common stock subject to outstanding restricted stock that will become issuable as they vest, without any cash consideration or other payment required for such shares.

(3)

Includes 282,398 shares available for future issuance under the FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated and 268,942 shares available for purchase under the FactSet Research Systems Inc. 2008 Employee Stock Purchase Plan, as Amended and Restated.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,,AND DIRECTOR INDEPENDENCE

 

The information required by this item relating to review, approval or ratification of transactions with related persons is included under the caption “Certain Relationships and Related Transactions” and all the information required by this item relating to director independence is included under the caption “Corporate Governance” contained in the definitive Proxy Statement dated October 30, 2015,2018, all of which information is incorporated herein by reference.

 

ITEM 14. PRINCIPAL ACCOUNTINGACCOUNTING FEES AND SERVICES

 

The information required by this item is included under the caption “Proposal 2: Ratification of Independent Registered Public Accounting Firm” in the definitive Proxy Statement dated October 30, 2015,2018, all of which information is incorporated herein by reference.

 


 

PART IV

 

ITEM 15. EXHIBITS,,FINANCIAL STATEMENT SCHEDULES

 

(a)

Documents filed as part of this Report on Form 10-K:

1.

Consolidated Financial Statements

 

The Index to Consolidated Financial Statements under Item 8 on page 44 is incorporated herein by reference as the list of financial statements required as part of this report.

The information required by this item is included in Item 8, Financial Statements and Supplementary Data, which is incorporated herein.

 

2.

Financial StatementStatements Schedule

 

Schedule II – Valuation and Qualifying Accounts

 

Years Endedended August 31, 2015, 2014,2018, 2017 and 20132016 (in thousands):

 

Receivable reserveand billing adjustments(1)

 

Balance at Beginning of Year

  

Charged to Expense/

Against Revenue

  

Write-offs,

Net of Recoveries

  

Balance at

End of Year

 

2015

 $1,662  $2.268  $2,350  $1,580 

2014

 $1,644  $2,135  $2,117  $1,662 

2013

 $1,830  $1,580  $1,766  $1,644 

Receivable reserve

and billing adjustments

 

Balance at Beginning of Year

  

Charged to Expense/

Against Revenue(1)

  

Write-offs,

Net of Recoveries

  

Balance at

End of Year

 

2018

 $2,738  $4,737  $3,985  $3,490 

2017

 $1,521  $3,381  $2,164  $2,738 

2016

 $1,580  $1,917  $1,976  $1,521 

 

��

(1)

(1)Additions to the receivable reserve for doubtful accounts are charged to bad debt expense. Additions to the receivable reserve for billing adjustments are charged against revenues.

 

Additional financial statement schedules have beenare omitted since they are either not required, not applicable, or the information is otherwise included.

 

3.

Exhibits

 

EXHIBIT 

NUMBER

DESCRIPTION

3.1

Restated Certificate of Incorporation (1)

3.2

Amendment to the Restated Certificate of Incorporation(2)

3.3

Second Amendment to the Restated Certificate of Incorporation(3)

3.4

Amended and Restated By-laws of FactSet Research Systems Inc.(4)

4

Form of Common Stock(1)

10.1

Severance Agreement dated September 20, 1999 between FactSet Research Systems Inc. and Peter G. Walsh

10.2

The FactSet Research Systems Inc. 1996 Stock Option Plan(5)information required by this Item is set forth below.

10.3

The FactSet Research Systems Inc. 2000 Stock Option Plan(6)

10.4

The FactSet Research Systems Inc. 2004 Stock Option and Award Plan, as Amended and Restated (7)

10.5

The FactSet Research Systems Inc. 1998 Non-Employee Directors’ Stock Option Plan(8)

10.6

The FactSet Research Systems Inc. 2008 Non-Employee Directors’ Stock Option Plan(9)

10.7

The FactSet Research Systems Inc. 2008 Employee Stock Purchase Plan, as Amended and Restated (9)

21

Subsidiaries of FactSet Research Systems Inc.

23.1

Consent of Ernst & Young LLP

23.2

Consent of PricewaterhouseCoopers LLP

31.1

Section 302 Certification of Principal Executive Officer

31.2

Section 302 Certification of Principal Financial Officer

32.1

Section 906 Certification of Principal Executive Officer

32.2

Section 906 Certification of Principal Financial Officer

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

XBRL Taxonomy Extension Label Linkbase

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase

 

 

 

 

Incorporated by Reference

 

Exhibit

Number

 

Exhibit

Description

Form

File No.

Exhibit No.

Filing Date

Filed

Herewith

3.1

 

Restated Certificate of Incorporation

S-1/A

333-04238

3.1

6/26/1996

 

3.2

 

Certificate of Amendment of Certificate of Incorporation

10-K

333-22319

 3.12

11/20/2001

 

3.3

 

Second Amendment to the Restated Certificate of Incorporation

8-K

001-11869

3.1

12/16/2011

 

3.4

 

Amended and Restated By-laws of FactSet Research Systems Inc. as amended September 1, 2018

8-K

001-11869

3.1

9/06/2018

 

4.0

 

Form of Common Stock

S-1/A

  333-04238

4.1

6/26/1996

 

10.1

 

FactSet Research Systems Inc. 2004 Employee Stock Option and Award Plan(1)

DEF-14A

  001-11869

Exhibit A

11/10/2004

 

10.2

 

FactSet Research Systems Inc. 2004 Stock Option and Award Plan, as Amended and Restated(1)

DEFR-14A

001-11869

Appendix A

12/06/2010

 

10.3

 

FactSet Research Systems Inc. Stock Option and Award Plan as Amended and Restated(1)

8-K

 001-11869

10.1

12/21/2017

 

10.4

 

FactSet Research Systems Inc. 2008 Non-Employee Directors’ Stock Option Plan(1)

DEF-14A

 001-11869

Appendix A

10/30/2008

 

10.5

 

FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated(1)

8-K

  001-11869

10.2

12/21/2017

 

10.6

 

Separation Agreement and General Release of Claims with Mark Hale as of November 13, 2017(1)

10-Q

  001-11869

10.1

1/09/2018

 

10.7

 

Separation Agreement and General Release of Claims with Maurizio Nicolelli as of May 8, 2018(1)

10-Q

  001-11869

10.1

7/10/2018

 

10.8

 

Separation Agreement and General Release of Claims with Edward Baker-Greene as of July 5, 2018(1)

10-Q

  001-11869

10.2

7/10/2018

 

10.9

 

Lease, dated February 14, 2018, between FactSet Research Systems Inc. and 45 Glover Partners, LLC(2)

10-Q

001-11869

10.1

4/09/2018

 


10.10

 

Credit Agreement with PNC Bank as of March 17, 2017

8-K

001-11869

10.1

3/20/2017

 

21

 

Subsidiaries of FactSet Research Systems Inc.

 

 

 

 

X

23

 

Consent of Ernst & Young LLP

 

 

 

 

X

31.1

 

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

 

 

 

 

X

31.2

 

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

 

 

 

 

X

32.1

 

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

X

32.2

 

Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

X

101.INS

 

XBRL Instance Document

 

 

 

 

X

101.SCH

 

XBRL Taxonomy Extension Schema

 

 

 

 

X

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase

 

 

 

 

X

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

X

101.LAB

 

XBRL Taxonomy Extension Label Linkbase

 

 

 

 

X

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase

 

 

 

 

X

(1)

Indicates a management contract or compensatory plan or arrangement

(1)(2)

Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-04238).

(2)

Incorporated by reference to the Company’s annual report on Form 10-KConfidential treatment has been granted for fiscal year 2001.

(3)

Incorporated by reference to the Company’s periodic report on Form 8-K, filed on December 16, 2011.portions of this exhibit.

 


(4)

Incorporated by reference to the Company’s periodic report on Form 8-K, filed on December 17, 2013.

(5)

Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-22319).

(6)

Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-56870).

(7)

Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-171667).

(8)

Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-59839).

(9)

Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-201498).


 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

FACTSET RESEARCH SYSTEMS INC.

 

(Registrant)

  

Date: October 30, 20152018

/s/ F. PHILIP SNOW

 

F. Philip Snow

 

Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

 Name

 

Title

Date

 

/S/s/ F. PHILIP SNOW

 

Chief Executive Officer and Director

October 30, 20152018

 
F. Philip Snow (Principal Executive Officer)  
     

/s/ MAURIZIO NICOLELLIHELEN L. SHAN

 

SeniorExecutive Vice President and Chief Financial Officer

October 30, 20152018

 
Maurizio NicolelliHelen L. Shan (Principal Financial Officer)   
     

/s/ MATTHEW J. MCNULTY

 

Senior Vice President, Controller

October 30, 20152018

 
Matthew J. McNulty (Principal Accounting Officer)  
     

/S/ PHILLIPs/ PHILIP A. HADLEY

 

Chairman

October 30, 20152018

 
Philip A. Hadley    
     

/S/s/ ROBIN A. ABRAMS   

Director

October 30, 2018

Robin A. Abrams

/s/ SCOTT A. BILLEADEAU

Director

October 30, 2018

Scott A. Billeadeau

/s/ MALCOLM FRANK 

Director

October 30, 2018

Malcolm Frank

/s/ SHEILA B. JORDAN

Director

October 30, 2018

Sheila B. Jordan

/s/ JAMES J. MCGONIGLE

 

Lead Independent Director

October 30, 20152018

 
James J. McGonigle    
     

/S/ ROBIN A. ABRAMS s/ LAURIE SIEGEL

 

Director

October 30, 20152018

 
Robin A. AbramsLaurie Siegel    
     

/S/ SCOTT A. BILLEADEAUs/ JOSEPH R. ZIMMEL

 

Director

October 30, 2015

Scott A. Billeadeau

/S/ JOSEPH E. LAIRD, JR.

Director

October 30, 2015

Joseph E. Laird, Jr.

/S/ WALTER F. SIEBECKER

Director

October 30, 2015

Walter F. Siebecker

/s/ JOSEPH R.ZIMMEL

Director

October 30, 20152018

 
Joseph R. Zimmel    
     

 

95

89