UNITEDUNITED 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

 

For the fiscal year ended August 31, 20132015

 

☐   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 RESEARCHRESEARCH 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 and TheThe 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. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☒

Accelerated filer ☐

 

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

Smaller Reporting Company ☐


    

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2)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 28, 2013,27, 2015, 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 $3,932,642,411.$6,345,491,456.

 

The number of shares outstanding of the registrant’s common stock, as of October 21, 2013,20, 2015, was 43,105,237.41,448,927.

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement dated October 30, 2013,2015, for the 20132015 Annual Meeting of Stockholders to be held on December 17, 2013,15, 2015, 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, 20132015 

 

PART I

  

  

  

 

  

Page

ITEM 1.

 

Business

  

4

     

ITEM 1A.

 

Risk Factors

  

1314

     

ITEM 1B.

 

Unresolved Staff Comments

  

17

   

ITEM 2.

 

Properties

  

17

   

ITEM 3.

 

Legal Proceedings

  

1718

   

ITEM 4.

 

Mine Safety Disclosures

  

1718

 

PART II

   

ITEM 5.

 

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

 

1819

   

ITEM 6.

 

Selected Financial Data

  

2021

   

ITEM 7.

 

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

  

2122

   

ITEM 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

  

42

   

ITEM 8.

 

Financial Statements and Supplementary Data

  

4344

   

ITEM 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  

7985

   

ITEM 9A.

 

Controls and Procedures

  

7985

   

ITEM 9B.

 

Other Information

  

7985

 

PART III

   

ITEM 10.

  

Directors, Executive Officers and Corporate Governance

  

8086

   

ITEM 11.

  

Executive Compensation

  

8086

   

ITEM 12.

  

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

  

8086

   

ITEM 13.

  

Certain Relationships and Related Transactions, and Director Independence

  

8086

   

ITEM 14.

  

Principal AccountantAccounting Fees and Services

  

8086

 

PART IV

   

ITEM 15.

  

Exhibits, and Financial Statement Schedules

  

8187

  

Signatures

  

8389

  

 

 

Part I

 

ITEM 1. BUSINESS

 

Overview

FactSet Research Systems Inc. (the “Company” or “FactSet”) is a provider of integrated financial information and analytical applications to the global investment community. FactSet combines 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. These professionals include portfolio managers, research and performance analysts, risk managers, marketing professionals, sell-side equity research professionals, investment bankers and fixed income professionals. The Company’s applications provide users access to company analysis,and industry analyses, multicompany comparisons, industry analysis, company screening, portfolio analysis, predictive risk measurements, alphatesting, 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’s revenues are derived from subscriptions to services, content and financial applications. Approximately 81.6% of FactSet’s revenuesRevenues are derived from investmentmonth-to-month subscriptions to services, databases and financial applications. Investment management (buy-side) clients andaccount for 82.5% of annual subscription value (“ASV”), with the remainder is from investment banking firms who(sell-side) that perform Mergers & Acquisitions (“M&A&A”) advisory work, capital markets services and equity research.

 

Corporate History

FactSet was founded in 1978 and has been publicly held since 1996. The Company is dual listed on the New York Stock Exchange and the NASDAQ Stock Market under the symbol “FDS.” Fiscal 2013 was2015 marked the Company’s 3537th year of operation, its 3335rdth consecutive year of revenue growth and its 1719th consecutive year of positive earnings growth as a public company. In the past 12 months, FactSet has become faster and more relevant to a broader range of users as the Company continues to dedicate itself to building tools to support a variety of user workflows from traditional Asset Management clients to Wealth Managers, Mergers & Acquisitions, Advisory, Sales & Trading, Hedge Funds and Private Equity/Venture Capital. FactSet is on the desktops of many of the largest and most successful financial companies in the world. Its unique applications free global professionals from having to gather and collate financial and economic data, which allows them more time to analyze the data and increase their productivity.

 

HighlightsToday, FactSet continues to uphold its key corporate values: having an intelligent workforce; offering 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.

Founded in 1978, public since 1996

Dual listed on the New York Stock Exchange and the NASDAQ Stock Market under the symbol “FDS”

$4.8 billion market capitalization

29 office locations in 15 countries with 6,258 employees

33 consecutive years of revenue growth

17 consecutive years of positive earnings growth as a public company

11 consecutive years of operating margins greater than 31%

Clients can access information from more than 170 data suppliers, 100 exchanges and 90 news sources

Annual subscription value (“ASV”) of $888 million as of August 31, 2013

2,500 clients and 50,925 users, both metrics up over the prior year

Revenues were up 6% and diluted earnings per share grew by 8% in fiscal 2013

$251 million in free cash flow generated during fiscal 2013, up 20% from the prior year

Employee count rose 9% to 6,258, up 523 employees from a year ago

Lowered the Company’s effective tax rate for the full fiscal 2013 year to 26.7%

Recognized as one of Fortune’s “100 Best Companies to Work For”

Increased the regular quarterly dividend by 13%

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


 

MBusiness Strategyanagement Changes

For over 35 years,FactSet’s Chairman and Chief Executive Officer, Philip A. Hadley, stepped down as CEO effective July 1, 2015. He remains an employee of FactSet and serves as the Chairman of its Board of Directors. During Mr. Hadley’s tenure as CEO, the Company’s business strategyannual revenue growth rate exceeded 14%, diluted EPS grew from $0.49 to $5.71 per share and over $2 billion was returned to stockholders 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.

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 builtwith 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 the creative use of technology and an unwavering dedication to client service.March 16, 2015, FactSet allows a user to access data anywhere, anytime – in real-time. A global investment professional is able to keep track of thousands of global financial databases, get custom feeds or integrate their own data intoappointed Mark Hale as the Company’s solution that goes beyondnew 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 basics.Company focusing on various discrete projects.

 

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

Business Strategy

FactSet’s business strategy is to be a leading provider of integrated financial information and analytical applications to the global investment community by consolidating data content with powerful analytics on a single platform, while providing superior individual desktop client service. FactSet is a growing, global company that is increasingSince its founding, the Company has used its dedicated workforce, technological proficiency 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. The Company saw evidence of this growth in fiscal 2013 as FactSet added 523 employees and increased the number of office locations around the world from 26 to 29.

 


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.

 

The Company’searly years 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 to continue to concentrate on driving revenue and earnings per share growth by focusing on making FactSet’s product line faster, more relevant and customizable for a broader rangekey component of user types. Thethe Company’s business model, has allowed FactSet to become a major force within the financial information industry. FactSet believes it is well-positioned to maintain its competitive position into the future for the following reasons:

Customizable and versioning deployment options to suit clients of nearly any size and strategy.

The ability to access FactSet through mobile platforms.

Commitment to investing in product development in order to deliver new technology and applications.

Key provider of financial news through StreetAccount.

Excellent client service including a 24-hour consulting support desk.

A growing geographic footprint that now includes 29 offices throughout the world

The ability to offer premier global proprietary datasets that include some of the latest, most accurate fundamentals, estimates and ownership data available.

The FactSet application is stable, reliable and scalable.

Strong operating metrics and financial results will allow FactSet to reinvest in future growth.

FactSet is a well-recognized brand known in the financial industry for delivering superior workflow solutions.

Focus Areas – Looking to the Future

The Company’s vision for the future is to continue its ongoing efforts while making key investments in its operations to position the business for sustainable growth. As stated in previous fiscal years, FactSet runs its strategic and product growth plans to double ASV. While the Company believes it is currently in a strong competitive position in the marketplace, FactSet expects to strengthen and grow its business by focusing on the following objectives:

Simplify the User Experience – empower as many users as possible to take advantage of the complete FactSet offering. The goal is an elegant system that does it all, while minimizing the learning curve required to reveal the myriad of extensive features and abilities.

Expand, Enhance and Refine Proprietary Content - invest intelligently to improve many proprietary datasets, including FactSet Fundamentals, Estimates, Debt Capital Structure, and Fixed Income.

Further Invest in Product Development to Deliver Innovative Products– invest in product development to enhance the Company’s competitive advantage and enable FactSet users with powerful applications that are unique in the industry.

Continue to Migrate Client Workflows to FactSet’s new technology platformadvance the implementation of Project NextGen, a multi-year project to migrate existing data center technology to a distributed state-of-the-art platform.

Mobility and Connectivity

FactSet can be accessed anywhere and everywhere. With FactSet Connect, a user can access the FactSet interface, including their customized workspace, from any internet-connected computer. FactSet Mobile brings in-depth analytics to tablet and mobile devices. FactSet clients can access a broad range of mobile apps, which allows each user to bring the latest portfolio performance, earnings, news, prices, estimates, event transcripts, and sales wherever they are.

Products and Services

FactSet offers workspaces designed for investment managers, investment bankers, hedge funds, quantitative research and others throughout each of the Company’s reportable segments. 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.

Significant new products and enhancements during fiscal 2013 included improving the speed of Company Reports, release of new Internal Research Notes, a product that leverages FactSet to create and distribute internal research alongside analytics and across portfolios, FactSet Instant Messenger, which enables clients to easily share news, charts, identifiers, and other financial data components while they send and receive messages, increased the coverage by the StreetAccount news team, introduced Fixed Income Analytical Services, which helps clients improve the data that they rely upon, launched Filings 2.0, released a much faster and easier to use version of FactSet for the iPad, created BookBuilder, an application that lets the user create a customized booklet overview of a company they are researching and released several Trader-related enhancements including Volume “At Time” and Portfolio Position History.


Customizable FactSet workspaces for investment managers, investment bankers and other professionals include the following:

Investment Managers

FactSet addresses the challenges unique to investment managers in its integrated platform. With FactSet, a user gains a sophisticated solution that can be customized with the exact data and analytics they need to support their firm's workflow while reducing training, technology, content, and deployment costs. FactSet is tightly integrated to make research efforts seamless. The comprehensive FactSet platform enables investment managers to manipulate data to an unprecedented degree and to present data in an infinite variety of formats, including customized reports and charts. With FactSet, clients around the globe are able to meet virtually all their research needs with just a few mouse clicks. The following are some of the key solutions offered to investment managers by FactSet: Portfolio Analysis, Equity Analysis, Economics and Market Analysis, Quant and Risk Analysis, Fixed Income Analysis, and Research Management Solutions.

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, investment banking professionals can have access to the tools and information they need to identify new opportunities and track the companies and industries that are important to them and their clients. The comprehensive FactSet platform enables investment bankers to manipulate data and to present data in a multitude of formats, including customized reports and charts. The following are some of the key solutions offered to the sell-side professionals through the FactSet platform: Models and Presentations in Microsoft Office, Company and Industry Analytics, Idea Screening, Deal Analytics, People Intelligence and Wireless Access.

Other Global Professionals

Not only is FactSet designed to enhance the workflows of investment managers and bankers, but it is also able to be customized to meet the needs of many more professionals involved in hedge funds, private equity, sell-side research, equity sales, trading, consulting, investor relations, law firms and academic institutions.

Hedge Funds -Solutions for alternative investments, including long/short positions, equity options and futures

Wealth Managers - Solutions that allow a wealth manager to stay on top of their clients’ portfolios, streamline communication and internal research, create account review documents and analyze multiple asset classes

Private Equity and Venture Capital - Screening technology and links between funds and their portfolio companies to help the user uncover new investment opportunities, with everything from high-level company snapshot reports to tools that create presentation and deal-ready books

Research - Information and tools needed to enhance the research analysts workflow and provides differentiated ideas and opportunities to their clients

Sales- News and trends to monitor the markets, consolidate company and industry research, and manage and strengthen client relationships

Buy and Sell-Side Traders– Real-time market data quotes, StreetAccount news, and analytics alongside portfolios

Plans Sponsors and Pension Funds -Solutions for fund managers specifically designed for selecting, analyzing, and incorporating external managers into an overall plan. For both direct and indirect investment, FactSet allows a user to aggregate portfolios, examine asset classes and styles, and analyze securities on a single platform.

Consultants and Advisors -Latest market data, all in firm standard formats and branding, to create flexible models and presentations

Investor Relations and Corporate Strategy -Analytics to research comparable companies, manage business development and M&A, access raw and edited transcripts and listen to call audio from company meetings

Legal - Accurate, fast updates in order to monitor companies, analyze transactions, and advise clients

Academia- Monitor global markets, public and private companies, equities and fixed income assets

Government Agencies- Solve governance, risk, and compliance challenges through FactSet’s financial data, analytics, and innovative data management tools

Client Relationships and Support

As of August 31, 2013, there were 50,92562,205 users of FactSet spread across 2,5002,976 clients in over 50 countries worldwide. Approximately 68.4%worldwide as of fiscal 2013 revenues are from its U.S. client base, 24.3% in Europe and the remaining 7.3% in Asia Pacific. FactSet's client retention rate is 92%. The Company is known throughout the financial industry for having excellent client service, and FactSet continued that track record in fiscal 2013 because one of the Company’s top priorities is to ensure that the user always has the most accurate data available and the support it needs to use FactSet most effectively. Whether it is a quick question or step-by-step guidance through a complex task, FactSet consultants will help the client find answers and maximize the value of FactSet.August 31, 2015. In addition to unlimited access to the Company’s global support desk, every FactSeteach client is assigned a consultant who becomesworks to become familiar with the user’s needs and processes. ConsultantsThese consultants train users, assist on projects and answer any questionsinquires the client may have. FactSet differentiates itself from others in the care and attention it provides to its users. In response to FactSet’s expanding client base and products, the client supportThe consultant role of the consultant has evolved through the years.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.

As a metric to define the Company’s dedication to client service, FactSet consultants went on approximately 46,000 client visits during fiscal 2015. This client-focused dedication helpedFactSet's increase its client retention rate to more than 95% of ASV and 94% when expressed as a percentage of clients, an increase from 93% as of the end of fiscal 2014. 

 

 

 

CompetitionThe Employee Base

The market for providing accurate financial informationFactSet continues its commitment to recruit, develop and software solutionsmaintain 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 global investment community is highly competitive. The global financial information services industry,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 whichcareer 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 competes, includes both largeadded 344 net new employees involved with content collection, 252 net new engineering and well-capitalized companies,product development employees and 124 net new consultants, as well as smaller, niche firms. Internationalthe Company continues to focus on servicing its existing client base, expanding its content and U.S. competitors include market data suppliers, news and information providers and manyimproving its applications. Approximately 54% of the Company’s employees are involved with content providerscollection, 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 supplyits 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. 

FactSet is proud to have received the Company withfollowing 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 information included in the FactSet workstation. However, the number of data providers servicing the financial industry is in many ways smaller than in prior yearsmetrics to enhance their workflow and decades. The main competitors to FactSet are Bloomberg L.P., Thomson Reuters Inc. and Standard & Poor’s Capital IQ. Bloomberg and Thomson Reuters comprise approximately 31% and 30%, respectively, of the market share in the $25 billion globalleverage powerful charts, market data and analysis space. Other competitorsanalytics. The Company has also developed the Multi-Asset Class (MAC) Risk Model to enable portfolio managers, advisors and competitive products include online database suppliersinvestors to analyze the implications of potential trades, indicate predictive risks and integratorsassess 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 theirregional categories.

In 2015, FactSet introduced unique product innovations and applications such as, MSCI Inc., Morningstar Inc., Dealogic PLC, Interactive Data Corporation, Dow Jones & Company, Inc., Markit Group Limited, BlackRock Solutions, The Yield Book, Inc., RIMES Technologies Corporationacross its segments which have improved the speed, usability and Wilshire Associates Incorporated. Many of these firms offer products or services which are similar to those sold by the Company. FactSet’s developmentdiscoverability of its ownworkstation. 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 ofto its proprietary content, combined with its newsincluding As-Reported Financials and quotes offering have resulted in more direct competition with the largest financial data providers. As more services overlap and firms look to cut costs, clients are forced to choose just one financial data service provider.

Despite competing market data products and services, FactSet believes it can offer clients a much more complete solution because it has one of the broadest sets of functionalities. FactSet provides in-depth analytics and superior client service, while offering complete content solutions through a desktop UI or a data feed. FactSet enjoys high barriers to entry and believes it would be difficult for another vendor to quickly replicate the extensive databases the Company currently offers. In addition, FactSet's applications, supported by its 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. As a result, the Company's products have become central to investment analysis and decision-making for clients. While clients may add, reduce or cancel services at almost any time, switching costs may be high. Lastly, the growth of FactSet globally means the Company can service clients in almost every country.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 value 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. At August 31, 2013,2015, ASV was $888 million,$1.058 billion, up 6%9.2% organically from a year ago. The increase in ASV during fiscal 20132015 was driven by broad-based global growth across geographical segments, continued usefrom both the buy and sell-side, as FactSet experienced accelerated demand for its fixed income portfolio products, portfolio analytics suite of products, sales of equity attribution and MAC risk models.

During fiscal 2015, FactSet advanced applications such as Portfolio Analysis, increased usage of wealth management workflow solutions, expansion of the Market Metrics business, continued growth of in proprietary content sales, additionaladded 183 net new clients and users, the rollout of annual price increase and increased demand of StreetAccount news. These growth drivers were partially offset by lower than forecasted(excluding 50 new ASVclients acquired from the acquisition of Code Red), increasing the number of clients by 6.7% 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 net new users were added during fiscal 2015, the highest year over year growth total ever. FactSet saw healthy progression in the number of users at both its buy-side and sell-side clients as growth in the initial public offering (“IPO”)and M&A marketplaces helped boost the Company’s investment banking clients asin 2015. In addition, FactSet released a new user interface with an emphasis on ease of use and search which contributed to the banks continued their reduction in spending and hiring.net user increase.

 

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

Total ASV 

International ASV

 

 


 

Financial Information on Geographic Areas

Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses, whose 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 for which discrete financial information is available. FactSet’s CODM is its Chief Executive Officer, who is responsible for making decisions about resources allocated amongst the operating segments based on actual results.

FactSet’s operations are organized into three reportable segments based on geographic operations:business activities: the U.S., Europe and Asia Pacific. These reportable segments are aligned with howThis alignment reflects the Company, including its chief operating decision maker, managesCompany’s approach to managing the business and transacting in the demographicvarious markets in which FactSet serves. Financial information, including revenues, operating income and long-lived assets related to the Company’s operations in each geographic area are presented in Note 6,Segment Information,in the Notes to the Company’s Consolidated Financial Statements included in Item 8 below. FactSet believes this alignment helps it better manage the business and view the markets the Company serves which are centered onby providing integrated global financial and economic information.Sales, consulting, data collection, product development and software engineering are the primary functional groups within the U.S., Europe and Asia Pacific segments that provide global financial and economic informationtoinformation to investment managers, investment banks and other financial services professionals. The U.S. segment services finance professionals including financial institutions throughout the Americas, while the European and Asia Pacific segments service investment professionals located throughout Europe and the Asia Pacific region, respectively. Financial information, including revenues, operating income and long-lived assets related to the Company’s operations in each geographic area are presented in Note 7,Segment Information,in the Notes to the Company’s Consolidated Financial Statements included in Item 8.

 

The European segment is headquartered in London, England and maintains office locationsoffices in France, Germany, Italy, Ireland, Latvia, Luxembourg, the Netherlands, Latvia,Spain, South Africa, Sweden Dubai and Italy.Dubai. The Asia Pacific segment is headquartered in Tokyo, Japan with office locations in Australia, Hong Kong, AustraliaSingapore and Mumbai. 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.Mumbai, India. Segment revenues reflect direct sales to clients based in their respective geographic locations. There are no intersegment or intercompany sales of the FactSet service.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 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.


  

The following charts depict revenues related to each of the three Company’s 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:

 

Investment Managers

FactSet addresses the challenges unique to investment managers in its integrated platform. With FactSet, a user gains 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 can help them outperform the benchmark, ensure positive investment performance, efficiently find relevant news 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.

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 has 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, StreetAccount 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 collection in India and the Philippines, the leasing and expansion of office space and the hiring of new employees. This infrastructure is the foundation of FactSet’s content group which as of August 31, 2015 has grown to 3,975 employees, or 54% of 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 increasing 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:

As-Reported Financials

As-Reported Financials is a new data set within the FactSet Fundamentals product line. As-Reported Financials data is available in income statement, balance sheet 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 transparency with virtually 100% data auditability and view data in the format that it is presented by each company.

FactSet’s ETF Data & Analytics

FactSet ETF Data & Analytics provides comprehensive reference and analytics data across the universe 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.

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.

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 party content from more than 220 data suppliers, 100 news sources and 80 exchanges into its own dedicated online service which the client accesses to perform their analyses. FactSet carries 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 Exchange and Toyo Keizai. Content fees billed to the Company may be on a fixed or royalty (per client) basis.

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 that FactSet is not dependent on any one third party data supplier. The Company 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. No single vendor or data supplier represented more than 10% of FactSet's total data expenses in any fiscal year presented.

Data Centers

FactSet’s business is dependent on its ability to rapidly and efficiently process substantial volumes of data and transactions rapidly and efficiently on its computer-based networks and systems. The Company’s global technology infrastructure supports its operations and is designed to facilitate the reliable and efficient processing and delivery of data and analytics to its clients. FactSet’s 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 and, incenters. In the event of a site failure, equipment problem or regionallocalized disaster, the remaining centers havecenter has the capacity to handle the additional load. FactSet continues to be focused on maintaining a global technicaltechnological infrastructure that allows the Company to support its growing business.

 

FactSet is evolvinglaunched 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. As part of a multi-phase project to be executed over several years, FactSet converted many databases and released several applications on this new platform during fiscal 2013. In addition to investing in the future via this NextGen initiative, themachines.The Company continued to ensure that its existing mainframe architecture functions at the highest level.

The Company continues to operateoperates fully redundant data centers in Virginia and New Jersey. These data centers handle FactSet’s entire client capacity. In addition, the CompanyFactSet maintains 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 FactSet’sthe Company’s mainframe machines.


Corporate History

The following timeline depicts FactSet’s growth within the financial industry over the past 35 years.

Investment in Content Collection

FactSet began its investment in content collection in 2000 in order to gain control of the content that its clients needed, therefore reducing the dependency on data providers. The first step to build the content business was to identify content experts, which involved the acquisition of data companies. Strategically, FactSet assembled a more complete database solution for clients by acquiring LionShares, Mergerstat, CallStreet, JCF, TrueCourse, europrospectus.com, a copy of the Worldscope database from Thomson and StreetAccount. In the past five years, FactSet created production centers for data collection in India and the Philippines, which included the identification of new office space, the hiring of thousands of new employees, and setting up a data collection infrastructure that is the foundation of FactSet content. As of August 31, 2013, approximately 55% or 3,428 employees at FactSet focus on content collection. The goal for FactSet content is to find ways to differentiate from competitors along with increasing the timeliness and accuracy of the data and depth of coverage.

During fiscal 2013, progress was made in the debt capital structure and fixed income data. FactSet prioritized this content set due to its importance to its clients doing company, fixed income, and portfolio analysis. This targeted approach along with continuously striving to exceed client expectations increased user satisfaction in fiscal 2013. In addition, data feeds are an area of focus for the Company. Instead of thinking of data purely as a way to solve a client’s workstation problem, the focus was selling data to other parts of those firms where a workstation wasn’t appropriate, another way to monetize Company content. FactSet provides workflow and productivity solutions, and by expanding the Company’s presence in the feed business, FactSet is further solving clients problems in another dimension of the marketplace. Lastly, the FactSet fundamentals team increased timeliness across all markets while also maintaining quality.

Third-Party Data Content

FactSet aggregates third-party content from more than 170 data suppliers, 100 exchanges and 90 news sources. The Company integrates content from premier providers such as Thomson Reuters, Standard & Poor’s, Axioma, Inc., FTSE, Interactive Data Corporation, 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., APT, Morningstar, Inc., Lipper Inc., Russell Investments, NYSE Euronext, London Stock Exchange, Tokyo Stock Exchange, NASDAQ OMX, Australian Securities Exchange and Toyo Keizai. FactSet combines the data from these commercial databases into its own dedicated online service which the client accesses to perform their analyses. Content fees billed to the Company may be on a fixed or royalty (per client) basis.

FactSet seeks to maintain contractual relationships with a minimum of two content providers for each major type of financial data; however this is not possible for all types of data. Certain datasets 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-party data supplier in order to meet the needs of its clients. The Company has entered into third-party content agreements with varying lengths, and 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 of FactSet's total expenses in any fiscal year presented.


Research and Product DevelopmentDevelopment 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, and software engineering and technical support staff which equaled approximately 24% and, 25% of FactSet’s workforce during fiscal 2013 and 2012, respectively. These research and product developmentas such, these costs are expensed when incurred within cost of services as employee compensation. The Company plans to continueexpects 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.

 

Sales & MarketingCompetition

Approximately 18%FactSet is part of the Company’s workforce conducts salesfinancial information services industry, which provides accurate financial information and consulting services as of August 31, 2013. FactSet leverages its 29 office locationssoftware 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 15 countries to sell its services to new and existing clients as well as provide client support. In addition to selling FactSet, the Company employs many individuals to brand and market its services. Promoting the FactSet brand, from traditional advertising, to client events, to data sourcing continued during fiscal 2013. While a FactSet Symposium was not held in the U.S. during fiscal 2013 (it is currently scheduled to take place in November 2013), the European Symposium took place in June 2013. Almost 100 industry professionals from around the world, including many FactSet clients, attended the European symposium held during the third quarter of fiscal 2013. The European event grew by more than 10%2015 compared to the 2012 event,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 Company with financial information included in the FactSet workstation. The largest competitors to FactSet are Bloomberg L.P., Thomson Reuters Inc. 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. 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., RIMES Technologies Corporation and Wilshire Associates Inc. Many of these firms offer products or services which are similar to those sold out again beforeby the registration close date.Company. FactSet’s development of its own robust sets of proprietary content combined with its news and quotes offering have resulted in more direct competition with the largest financial data providers.


Despite competing products and services, FactSet enjoys high barriers to entry and believes it would be difficult for another vendor to replicate quickly the extensive databases the Company currently offers. Through its in-depth analytics and superior client service, FactSet believes it 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's applications, including its 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. As a result, the Company's products have become central to the European Symposium,The Wall Street Journal published the results of the first annual “Europe’s Best Analysts Survey” in conjunction with FactSet as the data provider on May 22, 2013. FactSet also provided the datainvestment analysis and decision-making for the WSJ’s U.S. and Asia “Best Analysts” surveys. In fiscal 2014 and beyond, FactSet plans to expand its brand presence along with media in newer markets. The Company will continue its messaging to the user base through enhanced marketing materials, sharing insights on the FactSet website and by extending its web presence through social media outlets, including Facebook, Twitter and LinkedIn.clients.

Intellectual Property and other Proprietary Rights 

FactSet’s success depends upon its proprietary technology. FactSet has registered trademarks and copyrights for many of its products and services and will continue to evaluate the registration of additional trademarks and copyrights as appropriate. FactSet enters into confidentiality agreements with its employees, clients, data suppliers and vendors. The Company seeks to protect its software, documentation and other written materials under trade secret and copyright laws. While FactSet does not believe it is dependent on any one of its intellectual property rights, the Company does rely on the combination of intellectual property rights and other measures to protect its proprietary rights. Despite these efforts, existing intellectual property laws may afford only limited protection.

Government Regulation

The Company is subject to reporting requirements, disclosure obligations and other recordkeeping requirements per the Securities and Exchange Commission (“SEC”) and the various local authorities that regulate each location in which FactSet operates in. The Company’s wholly owned subsidiary, FactSet Data Systems, Inc., 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., 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)(ii)(i).

 

Corporate Information, including Internet Address

FactSet was founded as a Delaware corporation in 1978, and its principal executive offices are in Norwalk, Connecticut. The mailing address of the Company’s headquarters is 601 Merritt 7, Norwalk, Connecticut 06851, and its telephone number at that location is (203) 810-1000. The Company’s website address iswww.factset.com.

Available Information

Through theInvestor Relations section of the Company’s website (http://investor.factset.com), FactSet makes 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, 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 broadcasts live its quarterly earnings calls via its investor relations web site. Additionally, the Company provides notifications of news or announcements regarding its financial performance, including SEC filings, investor events, press and earnings releases, and blogs as part of its investor relations web site. The contents of these web sites are not intended to be incorporated by reference into this report or in any other report or document the Company files and any reference to these web sites are intended to be inactive textual references only.

 

In addition, the Company’s Code of Ethical Conduct for Financial Managers and Code of Business Conduct and Ethics are posted in theInvestor Relations section of the Company’s website and 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. Any amendments to or waivers of such code required to be publicly disclosed by the applicable exchange rules or the SEC will be posted on the Company’s website. The charters of each of the committees of the Company’s Board of Directors are available on theInvestor Relationssection of the Company’s website 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.

 

 

 

Corporate Information, including Internet Address

FactSet was founded as a Delaware corporation in 1978, and its principal executive offices are in Norwalk, Connecticut. The mailing address of the Company’s headquarters is 601 Merritt 7, Norwalk, Connecticut 06851, and its telephone number at that location is (203) 810-1000. The Company’s website address iswww.factset.com.

Employees

FactSet continues to invest aggressively in its people in order to recruit, develop and retain a talented employee workforce. The Company believes that its future success depends in part on its continued ability to hire, assimilate and retain qualified personnel. One of FactSet’s top priorities is to maintain competitive compensation, benefits, equity participation and work environment practices and policies in order to attract and retain qualified personnel. To date, FactSet believes that it has been successful in recruiting qualified employees. Approximately 85% of hiring in fiscal 2013 came from on campus college recruiting. Industry hiring grew as well in fiscal 2013.FactSet has not experienced any work stoppages and believes its employee relations are good. None of the Company’s employees are represented by a collective bargaining arrangement.

As of August 31, 2013, employee headcount was 6,258, up 9% from a year ago. Of this total, 1,888 employees were located in the U.S., 663 in Europe and 3,707 in the Asia Pacific region. For the fourth consecutive year, FactSet hired at least 484 people and in the past four years, the Company has created a net new 3,296 jobs around the world, which equals a four year compounded annual growth rate of 21%. Fiscal 2013 employee growth was broad-based as FactSet welcomed new classes of software engineers and sales consultants, and continued the expansion of its proprietary content collection operations in India and the Philippines. Since the beginning of fiscal 2013, FactSet has increased its content collection headcount by 12% or approximately 380 employees, primarily at its offshore facilities. In addition to the hiring of employees for the Company’s content collection operations, FactSet grew by approximately 98 net new engineering and product development employees and 49 net new consultants in the past year, as we continue to improve our applications and service the existing client base. Approximately 55% of the Company’s employees are involved with content collection, 24% work in product development, software and systems engineering, another 18% conduct sales and consulting services and the remaining 3% provide administrative support.

FactSet received the following accolades during fiscal 2013:

Ranked #44 on Fortune’s “100 Best Companies to Work For”

FactSet Europe was named one of the “UK’s 50 Best Workplaces”

Recognized as one of “France’s 50 Best Workplaces”

Ranked in BusinessWeek’s “Best Places to Launch a Career”

To date, the Company believes that it has been successful in recruiting qualified employees, but there is no assurance that FactSet will continue to be successful in the future.

Executive Officers of the Registrant

The following table shows the Company’s executive officers as of August 31, 2013:2015:

Name of Officer 

Age

Office Held with the Company 

Officer Since 

  

Philip A. Hadley

51

Chairman of the Board of Directors, Chief Executive Officer

2000

Peter G. Walsh

48

Executive Vice President, Chief Operating Officer

2005

Michael D. Frankenfield

48

Executive Vice President, Director of Global Sales

2001

Maurizio Nicolelli

45

Senior Vice President, Chief Financial Officer

2009

Kieran M. Kennedy

48

Senior Vice President, Director of Sales Operations

2002

Rachel R. Stern

48

Senior Vice President, Strategic Resources, General Counsel and Secretary

2009

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

 

F. Philip A. Hadley, Chairman of the Board of Directors,Snow – Chief Executive Officer and Director.. Mr. HadleySnow was named Chairman and Chief Executive Officer effective July 1, 2015. Prior to that, Mr. Snow held the title of FactSet on September 5, 2000. Mr. Hadley joinedPresident. He began his career at FactSet in 19851996 as a Consultant. From 1986Consultant, and in 1998 moved to 1989, Mr. Hadley was the Company’s Vice President, Sales. From 1989Asia Pacific region to hold positions in Tokyo and Sydney. After moving back to the U.S. in 2000, Mr. Hadley wasSnow held various Sales leadership roles before assuming the role of Senior Vice President, and Director of U.S. Investment Management Sales and Marketing. Prior to joining the Company,in 2013. Mr. Hadley was employed by Cargill Corporation. He currently serves as a member of the board of advisors of Kum & Go. Mr. HadleySnow received a B.B.A.B.A. in AccountingChemistry from the University of Iowa, has earnedCalifornia at Berkeley and a Masters of International Management from the right to use the Chartered Financial Analyst designation and is a memberThunderbird School of the CFA Institute.


Peter G. Walsh, Executive Vice President, Chief Operating Officer. Mr. Walsh joined the Company in 1996 as Vice President, Planning and Control within the Company’s Finance group. Mr. Walsh held the position of Vice President, Director of Finance from 1999 until 2001. From late 2001 to February 2005, Mr. Walsh occupied the position of Vice President, Regional Sales Manager of the U.S. Southeast Region. On March 1, 2005 he assumed the position of Chief Financial Officer and Treasurer. On October 1, 2009, Mr. Walsh was promoted to his current position as the Company’s Chief Operating Officer, where he is responsible for product development, content collection and software and systems engineering. Prior to joining FactSet, Mr. Walsh held several positions at Arthur Anderson & Co. Mr. Walsh received a B.S. in Accounting from Fairfield University.Global Management. He has earned the right to useholds the Chartered Financial Analyst designation and is a member of the CFA Institute.

 

Michael D. Frankenfield, MarkJ. Hale –Executive Vice President, and Director of Global Sales.Chief Operating Officer.Mr. FrankenfieldHale joined the Company in 1989 within the Consulting Services Group. From 1990 to 1994,1995 as a software engineer. During his 20-year tenure at FactSet, Mr. FrankenfieldHale has held the positionseveral 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. Miller joined FactSet in January 2015.Previously, Mr. Miller was employed by Bloomberg L.P., where he had executive responsibility for enterprise accounts. Mr. Miller was a founding executive and Global Chief Operating Officer of Bloomberg’s Enterprise Solutions Group, responsible for the strategy and execution of that group’s major initiatives and day-to-day management. Mr. Miller spent 10 years in sales leadership roles within Bloomberg’s Financial Products Group, including Head of Sales, with the Company.Americas; Regional Sales Manager, Americas; Regional Sales Manager, EMEA; and National Sales Manager, EMEA. From 1995 to 20001998, Mr. Frankenfield was DirectorMiller worked in fixed income sales at Bank of Investment Banking Sales with the Company. From 2000 until 2005, Mr. Frankenfield was Director of Sales and Marketing with FactSet and from September 2005 until August 2009, he was the Director of Investment Management Services. In August 2009, he was promoted toMontreal in London. He started his current position as Director of Global Sales. Mr. Frankenfield received a B.A.career in Economics and International Relations from the University of Pennsylvania and has earned the right to use the Chartered Financial Analyst designation1992 at Nesbitt Thomson in Montreal, Canada and is a membergraduate of the CFA Institute.St. Francis Xavier University.

 

Maurizio Nicolelli,Nicolelli – Senior Vice President, Chief Financial Officer. 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 Officer. On October 18, 2013, Mr. NicolelliOfficer and was appointed to his current position as Senior Vice President,named Chief Financial Officer.Officer in fiscal 2014. Prior to joining FactSet, he was employed at PricewaterhouseCoopers LLP. He holds a B.S. degree in Political Science from Syracuse University and an M.B.A. degree in Accounting from St. John's University. Mr. Nicolelli is a CPA licensed in the state of New York.

 

Kieran M. Kennedy,Edward Baker-Greene – Senior Vice President,Chief Human Resources 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, of Sales Operations.Relationship Management. Mr. Kennedy joined the Company in 1990 within the Consulting Services Group. From 1993 to 1997,Baker-Greene began his professional career as a lawyer focusing first on employment law and subsequently recruiting, talent management, and human capital management. Mr. Kennedy held the position of Sales and Consulting Manager for the West Coast. Mr. Kennedy was Director of Consulting from 1997 until he assumed the position as Director of Investment Banking and Brokerage Services in 2002. In August 2009, he assumed his current position as Director of Sales Operations. Prior to joining FactSet, Mr. Kennedy held a Currency Trading position at Goldman Sachs & Co. Mr. KennedyBaker-Greene received a B.A. in Economics from Syracuse University.Tufts University and a law degree from the University of Virginia School of Law.

 

Rachel R. Stern Senior Vice President, Strategic Resources and General Counsel and Secretary..Ms. Stern joined the CompanyFactSet in 2001 as General Counsel. On October 1, 2009, Ms. Stern was appointed to her current position as Senior Vice President, Strategic Resources, General Counsel and Secretary. In addition to the Legal departmentDepartment at FactSet, she is also responsible for Investor Relations, Human Resources,Relations; Facilities and Real Estate Planning,Planning; and Third-Party Content and Strategic Partnerships, Knowledge Management, and Leadership Development. Prior to joining FactSet, Ms. Stern was associated with Cravath, Swaine & Moore.Partnerships. Ms. Stern is admitted to practice in New York, and Washington D.C., and as House Counsel in Connecticut. SheMs. Stern received her law degreea B.A. from Yale University, an M.A. from the University of Pennsylvania, graduated summa cum laude from Yale UniversityLondon and received a master’s degree with distinctionJ.D. from the University of London.Pennsylvania.


 

Additional Information

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

  

Page(s)

Five-Year Summary of Selected Financial Data

20

21

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

21-42

22-41

Quantitative and Qualitative Disclosures about Market Risk

42-43

42

Note 1 to Consolidated Financial Statements entitledOrganization and Nature of Business

51

54

Note 67 to Consolidated Financial Statements entitledSegment Information

60-61

63

 

 

 

ITEM 1A. RISK FACTORS

 

Set forth below and elsewhere in this report and in other documents FactSet files with the SEC are risks and uncertainties that could cause actual results to differ materially from those expressed by the forward-looking statements contained in this report. 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 reference in this Annual Report on Form 10-K filed with the SEC, 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.

 

Risk factors which could cause future financial performance 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 protection and privacy of client data

Many of FactSet’s products, as well as its internal systems and processes, involve the storage and transmission of proprietary information and sensitive or confidential data, including client portfolios. FactSet relies on a complex network of internal controls to protect the privacy of client data. If FactSet fails to maintain the adequacy of its internal controls, including any failure to implement required new or improved controls, or if FactSet experiences difficulties in their implementation, their misappropriation of client data by an employee or an external third party could occur, which could damage the Company’s reputation and ultimately its business. Breaches of Company security measures could expose FactSet, its clients or the individuals affected to a risk of loss or misuse of this information, potentially resulting in litigation and liability for the Company, as well as the loss of existing or potential clients and damage to the Company brand and reputation.

 

Volatility in the financial markets may delay the spending pattern of clientsFactSet must continue to introduce new products and reduce future ASV growthenhancements tomaintain its technological position

Sales cycles

The market for FactSet is characterized by rapid technological change, changes in client demands and evolving industry standards which can fluctuaterender existing products obsolete and be extended in times where the financial markets are volatile. The decision to purchase the FactSet service offering often requires prospective clients to provide management-level sponsorship.unmarketable. As a result, the Company’s future success will continue to depend upon its ability to develop new products and enhancements that address the future needs of its target markets and to respond to their changing standards and practices. FactSet often engagesmay not be successful in relatively lengthy sales efforts. Purchases (and incremental ASV)developing, introducing, marketing and licensing the Company’s new products and enhancements on a timely and cost effective basis, and they may therefore be delayed duringnot adequately meet the client decision process because uncertainties in the financial markets can cause clients to remain cautious about capital and data content expenditures, particularly in uncertain economic environments. The cycle associated with the purchaserequirements of the Company’s service offerings depends upon the sizemarketplace or achieve market acceptance. In addition, clients may delay purchases in anticipation of the client, and is subject to a number of significant risks that have impacted ASV growth and over which FactSet has littlenew products or no control, including broader financial market volatility, adverse economic conditions, clients' budgeting constraints, internal selection procedures, and changes in client personnel.enhancements.

 

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 FactSet’s investment management clients

Major equity indices and the global economy have experienced increased levels of volatility.

Approximately 81.6%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 FactSet to lose additional clients and users

The global investment banking industry continues to experience uncertainty, consolidation and business failures. This consolidation has resulted in a reduction in the number of prospective clients and users within the investment banking sector.

FactSet’s sell-side clients whothat perform M&A advisory work, capital markets services and equity research, account for approximately 18.4%17.5% of its revenues. A significant portion of these revenues relate to services deployed by large, bulge bracket banks. The continuedWhile improvements have been observed in the current fiscal year, the global investment banking 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 continues towould impact many of the large banking clients due to the amount of leverage deployed in past operations. Clients could encounter similar problems. A lack of confidence in the global banking system could cause declines in merger and acquisitions funded by debt. Additional uncertainty,Uncertainty, consolidation and business failures in the global investment banking sector could adversely affect the Company’s financial results and future growth.

 

FactSet must continue to introduce new products and enhancements to maintain its technological position

The market for FactSet is characterized by rapid technological change, changes in client demands and evolving industry standards. New technologies or industry standards can render existing products obsolete and unmarketable. As a result, the Company’s future success will continue to depend upon its ability to develop new products and enhancements that address the future needs of its target markets and to respond to their changing standards and practices. FactSet may not be successful in developing, introducing, marketing and licensing the Company’s new products and enhancements on a timely and cost effective basis, and the Company’s new products and enhancements may not adequately meet the requirements of the marketplace or achieve market acceptance. In addition, clients may delay purchases in anticipation of new products or enhancements.

 

 

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 to purchase the FactSet brandservice often requires management-level sponsorship which often leads FactSet 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 reputation are key assets and competitive advantagesdata content expenditures, particularly in uncertain economic environments. The cycle associated with the purchase of the Company and its business may be affected by how FactSet is perceived inCompany’s service offerings typically depends upon the marketplace

FactSet’s ability to attract and retain clients is affected by external perceptionssize of brand and reputation. Reputational damage from negative perceptions or publicity could damage the Company’s reputation with clients, prospects, and the general public. Although FactSet monitors developments for areas of potential risk to its reputation and brand, negative perceptions or publicity could have a material adverse effect on its business and financial results.client.

 

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.

Increased competitionCompetition in FactSet’s industry may cause price reductions or loss of market share

FactSet continues to experience intense competition across all markets for its products. Itsproducts with competitors rangeranging in size from smaller, highly specialized, single-product businesses to multi-billion dollar companies to small, single-product businesses that are highly specialized.companies. While 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 acquireattract new business. Competitive pricing pressures did not have a material impact on the Company’s results of operations during fiscal 20132015 or in any 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 canmay also result in clients’clients seeking to utilize lower-cost information that is available from alternative sources.The impact of cost-cutting pressures across the industries FactSet serves could lower demand for its services. In recent years, FactSet has seen clients intensify their focus on containing or reducing costs as a result of the more challenging market conditions. 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. If clients elect to reduce their spending with FactSet, the Company’s results of operations could be materially adversely affected. Clients 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.

 

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

In recent years,

Each year, more and more free or relatively inexpensive information has becomebecomes available, particularly through the Internet, and this trend may continue. The availability of free or relatively inexpensive information may reduce demand for FactSet. Weak economic conditions also can result in clients seeking to utilize lower-cost information that is available from alternative sources. While the Company believes its service offering is distinguished by such factors as customization, timeliness, accuracy, ease-of-use, completeness and other added value factors, if users choose to obtain the information they need from public or other sources, FactSet’s business, financial condition, and results of operations could be adversely affected.

 

FactSet must hireExposure to fluctuations in currency exchange rates that could negatively impact financial results and retain key qualified personnelcash 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 baseddependent 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 developrapidly and deliver successful productsefficiently 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 be adversely affected.induce its clients to seek alternative data suppliers and any such losses or damages incurred by 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.

Malicious, ignorant or illegal employee acts regarding insider information

Misappropriation of insider information by an employee could damage the Company’s reputation and ultimately its business. Improper disclosure of the Company's insider information could expose FactSet to a risk of loss or misuse of this information, potentially resulting in litigation and liability forAlthough the Company as well as the loss of existing or potential clientsseeks to minimize these risks through security measures, controls and damage to the Company's brand and reputation.

FactSet’s ability to integrate newly acquired companies

FactSet has made and expects to continue to make acquisitions from time to time. Acquisitions present significant challenges and risks relating to the integration of the business into FactSet’s operations, andback-up data centers, there can be no assurancesassurance that FactSetsuch efforts will manage acquisitions successfully. The related risks include the Company’s failure to achieve strategic objectives and anticipated revenue improvements as well as the failure to retain key personnel of the acquired business. FactSet reviews its amortizable intangible assets for impairment when eventsbe successful or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. Factors that may be considered a change in circumstances indicating that the carrying value of its goodwill or amortizable intangible assets may not be recoverable include a decline in stock price, market capitalization, future cash flows and slower growth rates in its industry. FactSet may be required to record a charge to earnings in its financial statements during the period in which any impairment of its goodwill or amortizable intangible assets is determined, resulting in an impact on its results of operations.effective. 

 

 

 

Risks of doing business internationally

During fiscal 2013, approximately 32% of the Company’s revenue was generated outside the U.S. As of August 31, 2013, the Company employed 4,370 employees outside the U.S., representing 70% of the employee headcount worldwide and a 12% increase in the last 12 months. Because FactSet sells its services outside the U.S, the Company is subject to risks associated with doing business internationally that could have a material adverse effect on its results of operations including: the impact of recessions and market fluctuations; adverse changes in foreign currency exchange rates; difficulty in the enforcement of contractual provisions in local jurisdictions; unexpected changes in foreign laws and regulatory requirements; difficulties in successfully adapting the Company’s products and services to the language, regulatory and technology standards of other countries; resistance of local cultures to foreign-based companies and difficulties engaging local resources; inflation; natural disasters in developing countries; and political and economic instability.

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

FactSet is a provider of global financial and economic information on companiesworldwide.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 thesethe 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 becauseas they provide its 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 aggregates third-party content from more than 170 data suppliers, 100 exchanges and 90 news sources. The Company has entered into third-partythird party content agreements with varying lengths, from as long as five years to as short as on an ad-hoc basis. The agreementswhich in some cases can be terminated on one year’s notice at predefined dates, and in other cases on shorter notice.

 

Certain datasets thatFactSet 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 on have a limited number of suppliers, although thesuppliers. The Company makes every effort, when reasonable, to assure that, where reasonable,locate alternative sources are available.to ensure FactSet is not dependent on any one third party data supplier. These datasetsdata 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. However, FactSet is not dependent on any one third-partythird party data supplier and no single vendor or data supplier represented more than 10% of FactSet's total data expenses in order to meet the needs of its clients.any fiscal year presented. The Company combines the 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.

 

Unauthorized parties may attempt to copy aspects of FactSet’s products or to obtain and use information that the Company regards as proprietary

FactSet’s success depends significantly upon its proprietary technology. FactSet has registered trademarks and copyrights for many of its products and services and will continue to evaluate the registration of additional trademarks and copyrights as appropriate. FactSet enters into confidentiality agreements with its employees, clients, data suppliers and vendors. The Company seeks to protect its software, documentation and other written materials under trade secret and copyright laws. While FactSet does not believe it is dependent on any one of its intellectual property rights, the Company does rely on the combination of intellectual property rights and other measures to protect its proprietary rights. Despite these efforts, existing intellectual property laws may afford only limited protection. In addition, it may be possible for unauthorized third parties to copy certain portions of FactSet content or to reverse engineer or otherwise obtain and use its proprietary information. In addition, FactSet cannot be certain that others will not develop or acquire substantially equivalent or superseding proprietary technology or that equivalent or better products will not be marketed in competition with its services, thereby substantially reducing the value of its proprietary rights.

Third parties may claimFactSet infringes upon their intellectual property rights

FactSet may receive notice from others claiming that the Company has infringed upon their intellectual property rights. Responding to these claims may require the Company to enter into royalty and licensing agreements on less favorable terms, enter into settlements, require FactSet to stop selling or to redesign affected products, or to pay damages or to satisfy indemnification commitments with the Company’s clients or vendors under contractual provisions of various license arrangements. If FactSet is required to enter into such agreements or take such actions, its operating margins may decline as a result. FactSet has made and expects to continue incurring expenditures to acquire the use of technology and intellectual property rights as part of its strategy to manage this risk.

 


Changes in securities laws and regulations may increase expenses or may harm demand

Exposure

Many of FactSet’s clients operate within a highly regulated environment. In light of the recent conditions in 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, or resident in, the service FactSet provides to fluctuationsits clients could be deemed relevant to a regulatory investigation or other governmental or private legal proceeding involving its clients, which could result in currency exchange ratesrequests for information from FactSet that could negatively impact financial resultsbe expensive and cash flows

The Company faces exposuretime consuming. In addition, clients subject to adverse movementsinvestigations or legal proceedings may be adversely impacted possibly leading to their liquidation, bankruptcy, receivership, reductions in foreign currency exchange rates because 70% of FactSet’s employees and 45% 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 onassets under management, or diminished operations that would adversely affect the Company’s financial results and cash flows. The Company’s primary exposures relate to expenses denominated in Euros, British Pound Sterling, Japanese Yen, Indian Rupee and Philippines Peso. This exposure has increased over the past 12 months primarily because the Company’s international employee base rose 12% since August 31, 2012. FactSet’s non-U.S. dollar denominated revenues expected to be recognized over the next twelve months are estimated to be $15 million while its non-U.S. dollar denominated expenses are $169 million, which translates into a net foreign currency exposure of $154 million per year. 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.

revenues.

Resolution of ongoing and other probable audits by tax authorities

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 rates in the future could be adversely affected by numerous factors including, but not limited to, income before income taxes being lower than anticipated in countries with lower statutory tax rates and higher than anticipated in countries with higher statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws, regulations, accounting principles 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 litigation 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 an adverse effect on the Company’s results of operations, including its provision for income taxes.

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

FactSet is party to lawsuits in the normal course of business. Litigation 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’s business, operating results or financial condition. For additional information regarding legal matters, see Item 3,Legal Proceedings, contained in Part I of this report.

 

ChangesResolution of ongoing and other probable audits by tax authorities

FactSet is subject to income taxes in securities lawsboth the U.S. and regulations may increase expensesnumerous 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 may harm demand

Many of FactSet’s clients operate within a highly regulated environment. In light of the recent conditionseffective tax rates in the U.S. financial marketsfuture could be adversely affected by numerous factors including, but not limited to, income before income taxes being lower than anticipated in countries with lower statutory tax rates and economy, Congresshigher than anticipated in countries with higher statutory tax rates, changes in the valuation of deferred tax assets and regulatorsliabilities and changes in tax laws, regulations, accounting principles 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 litigation 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 increased their focusan adverse effect on the regulationCompany’s results of the financial services industry. The information provided by, or resident in, the service FactSet provides tooperations, including its clients could be deemed relevant to a regulatory investigation or other governmental or private legal proceeding involving its clients, which could result in requestsprovision for information from FactSet that could be expensive and time consuming. In addition, clients subject to investigations or legal proceedings may be adversely impacted possibly leading to their liquidation, bankruptcy, receivership, reductions in assets under management, or diminished operations that would adversely affect the Company’s revenues.income taxes.

 

 

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

 

At August 31, 2013,2015, the Company leases approximately 193,000202,000 square feet of office space at its headquarters in Norwalk, Connecticut. In addition, FactSet leases office space for its U.S. reportable segment in New York, New York; Boston, Massachusetts; Chicago, Illinois; San Francisco, and San Mateo, California; Austin, Texas; Jackson, Wyoming; Atlanta, Georgia; Tuscaloosa, Alabama; Newark, Ridgewood and Piscataway, New Jersey; Manchester, New Hampshire; Reston, Virginia, Youngstown, Ohio, and Reston, Virginia.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 all of the Company’sCompanies operating segments. The leases expire on various dates through 2024.2031. Total minimum rental payments associated with the leases are recorded as rent expense (a component of selling, general and administrative expenses) on a straight-line basis over the periods of the respective non-cancelable lease terms.

Including new lease agreements entered intoexecuted during fiscal 2013,2015, the Company’s worldwide leased office space increased to approximately 809,000909,000 square feet at August 31, 2013,2015, up 2,00072,000 square feet or 0.3%8.6% from August 31, 2012.2014. The Company believes that itsthe amount of leased office space as of August 31, 2015 is adequate for its 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:

 

On September 9, 2013, FactSet relocated its California office from San Mateo to San Francisco. Located in the North Financial District of San Francisco, the new office gives local financial professionals even easier access to FactSet's industry-leading client service, powerful financial analytics, and the broadest scope of data available. FactSet established a West Coast presence 20 years ago with its San Mateo office in 1993. The relocation affords FactSet with new opportunities to recruit top talent for software engineering, client support, and product development as well as provides an extremely collaborative environment in a dynamic section of San Francisco.

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, 2013,2015, 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

  

Minimum Lease

Payments

 
        

2014

 $27,662 

2015

  23,621 

2016

  17,684  $22,695 

2017

  16,359   28,002 

2018

  15,434   27,373 

2019

  25,974 

2020

  20,129 

Thereafter

  29,092   145,929 
        

Total

 $129,852  $270,102 


 

ITEM 3. LEGAL PROCEEDINGS

 

From time to time, FactSet issubject to legal proceedings, claims and litigation arising in the ordinary course of business, including intellectual property litigation.Based on currently available information, 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 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 common stock is listed on the New York Stock Exchange 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’s common stock as reported on the New York Stock Exchange.

 

 

FIRST

  

SECOND

  

THIRD

  

FOURTH

  

First

  

Second

  

Third

  

Fourth

 
                

2013

                

2015

                

High

 $104.81  $99.08  $102.39  $112.40  $138.26  $158.29  $168.62  $174.03 

Low

 $87.09  $86.88  $88.67  $96.87  $110.77  $134.01  $149.68  $140.00 
                                

2012

                

2014

                

High

 $106.06  $95.52  $109.20  $108.00  $115.39  $119.08  $114.82  $129.28 

Low

 $80.93  $85.45  $85.38  $88.56  $101.07  $101.41  $102.31  $107.02 

 

Holders of Record -AtAs of October 21, 2013,20, 2015, there were approximately 115,238127,277 holders of record of FactSet common stock. However, because many of FactSet’s shares of common stock are held by brokers and other institutions on behalf of stockholders, FactSet is unable to estimate the total number of stockholders represented by these record holders.The closing price of FactSet’s common stock on October 21, 201320, 2015 was $109.19$168.00 per share as reported on the New York Stock Exchange.

 

Dividends -In fiscal 2013,2015, the Company’s 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 15, 2013

 $0.35 Regular (cash) 

August 31, 2013

 $15,164 

September 17, 2013

May 14, 2013(1)

 $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

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 14, 2013,12, 2015, FactSet’s Board of Directors approved a 13%12.8% increase in the regular quarterly dividend, beginning with the Company’s dividend payment onin June 18, 2013 of $0.352015 which was $0.44 per share, or $1.40$1.76 per share per annum.

 

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 CompanyFactSet and is subject to final determination by the Company’s Board of Directors.

 

(b)

Recent Sales of Unregistered Securities

There were no sales of unregistered equity securities in fiscal 2013.2015.

 

(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, 2013:2015 (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 (in thousands)(1)

 

June 2013

  829,293  $99.86   829,293  $123,655 

July 2013

  471,025  $107.32   471,025  $73,107 

August 2013

  97,033  $109.99   97,033  $62,434 
   1,397,351  $103.08   1,397,351     

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     

 

(1)

Repurchases may 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 using existing and future cash generated by operations.

 


Securities Authorized for Issuance under Equity Compensation Plans

Information regarding securities authorized for issuance under equity compensation plans is incorporated by reference from the Company’s Proxy Statement filed on October 30, 20132015 for its 20132015 Annual Meeting of Stockholders.


  

Stock Performance 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 FactSet common stock, the Standard & Poor’s 500 Index, the NYSE Composite Index and the Dow Jones U.S. Financial Services Index on August 31, 2008,2010, and that all quarterly dividends were reinvested at the average of the closing stock prices at the beginning and end of the quarter. The total cumulative dollar returns shown on the graph represent the value that such investments would have had on August 31, 2013.2015. 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,

 

For the Years Ended August 31,

 
 

2013

  

2012

  

2011

  

2010

  

2009

  

2008

   

2015

  

2014

  

2013

  

2012

  

2011

  

2010

 

FactSet Research Systems Inc.

 $163  $147  $140  $117  $88  $100   $215  $173  $139  $125  $120  $100 

S&P 500 Index

 $127  $110  $95  $82  $80  $100   $188  $191  $156  $134  $116  $100 

NYSE Composite Index

 $111  $96  $90  $80  $79  $100   $152  $165  $138  $120  $112  $100 

Dow Jones U.S. Financial Services Index

 $96  $71  $63  $64  $73  $100   $187  $180  $151  $112  $99  $100 

The information contained in the above graph shall not been 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 filed 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’s 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.

 

Consolidated Statements of Income Data

                    

(in thousands, except per share data)

 

Years Ended August 31,

 
  

2013

  

2012

  

2011

  

2010

  

2009

 

Revenues

 $858,112  $805,793  $726,510  $641,059  $622,023 

Operating income

  269,419(1)  272,990   238,335(4)  221,634   211,030 

Provision for income taxes

  72,273   85,896   67,912   71,970   67,172 

Net income

  198,637(2)  188,809   171,046(5)  150,211   144,950(6)

Diluted earnings per common share

 $4.45(3) $4.12  $3.61(5) $3.13  $2.97(6)

Weighted average common shares (diluted)

  44,624   45,810   47,355   48,004   48,789 

Cash dividends declared per common share

 $1.32  $1.16  $1.00  $0.86  $0.76 

Consolidated 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,

 
  

2013

  

2012

  

2011

  

2010

  

2009

 

Cash and cash equivalents

 $196,627  $189,044  $181,685  $195,741  $216,320 

Accounts receivable, net of reserves

  73,290   74,251   75,004   59,693   62,854 

Goodwill and intangible assets, net

  280,796   289,162   274,575   274,170   227,705 

Total assets

  690,197   694,143   657,440   644,608   633,952 

Non-current liabilities

  30,165   28,703   32,829   32,926   33,760 

Total stockholders’ equity

 $541,779  $552,264  $515,188  $502,406  $500,829 

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  

 

(1)

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

(2)

Fiscal 2015 net income includes $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 salesforce and income tax benefits of $8.8 million primarily from the reenactment of the U.S. Federal R&D Tax Credit in December 2014, finalizing prior year tax returns and other discrete items.

(3)

Diluted EPS for fiscal 2015 includes the net effect of a $0.21 increase in diluted EPS from the reenactment of the U.S. Federal R&D tax credit, finalizing prior year tax returns and other discrete items 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.  

(4)

Operating income for fiscal 2013 operating income includes pre-tax charges totaling $18.3 million related to the vesting of performance-based stock options granted in connection with the acquisitions of Market Metrics and StreetAccount. These performance-based options vested in the second and fourth quarters of fiscal 2013, respectively, when each acquired business accelerated to achieve stretch growth targets established on the date of grant.

  

(2)

(5)

IncludesFiscal 2013 net income includes $12.9 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 StreetAccount and income tax benefits of $7.2 million primarily from the reenactment of the U.S. Federal R&D tax credit in January 2013 and finalizing prior years’year tax returns.

  

(3)

(6)

FiscalDiluted EPS for fiscal 2013 diluted earnings per common share (“EPS) excludesincludes the net effect of a $0.29 decrease for the vesting of performance-based options partially offset by ana $0.16 increase in diluted EPS from the reenactment of the U.S. Federal R&D credit.tax credit and finalizing prior year tax returns.  

  

(4)

(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.

  

(5)

(8)

IncludesNet 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 primarily from the finalization of the fiscal 2010finalizing prior year tax returnreturns and the reenactment of the U.S. Federal R&D tax credit in December 2010.

  

(6)

(9)

Fiscal 2009 results includeIncluded in fiscal 2011 diluted EPS were income tax benefits of $4.0 million primarily$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 increase in October 2008,finalizing prior year tax returns, adjusting certain reserves to reflect the lapseestimated number of statute of limitationsperformance-based stock options that will vest and a benefit from repatriating foreign earnings to the U.S.be expensed.

 

 

 

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

 

 

-

Foreign CurrencyLiquidity

 

 

-

LiquidityCapital Resources

 

 

-

Capital ResourcesForeign Currency

 

 

-

Off-Balance Sheet Arrangements

 

 

-

Share Repurchase Program

 

 

-

Contractual Obligations

 

 

-

Dividends

 

 

-

Significant Accounting Policies

 

 

-

Critical Accounting Estimates

 

 

-

New Accounting Pronouncements

 

 

-

Market Trends

 

 

-

Forward-Looking FactorsManagement 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 is a provider of integrated financial information and analytical applications to the global investment community. We combine 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. These professionals include portfolio managers, research and performance analysts, risk managers, marketing professionals, sell-side equity research professionals, investment bankers and fixed income professionals. Our applications provide users access to company analysis,and industry analyses, multicompany comparisons, industry analysis, company screening, portfolio analysis, predictive risk measurements, alphatesting, 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, we offer a complete financial workflow solution. Our revenues are derived from month-to-month subscriptions to services, databases and financial applications. We generate approximately 81.6%Investment management (buy-side) clients account for 82.5% of our revenues from investment management clients andannual subscription value (“ASV”), with the remainder is from investment banking firms who(sell-side) that perform Mergers & Acquisitions (“M&A&A”) advisory work, capital markets services and equity research.

2015 Year in Review

 

Fiscal 20132015 was a successful 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 3537th year of operation, our 3335rdth consecutive year of revenue growth and our 1719th consecutive year of positive earnings growth as a public company. Fiscal 2013Our record results demonstrate the continued success of the FactSet brand. We grew 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 another successful year for us as we attained record levelsalso our highest rate of revenues, net income,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 EPS growth. In addition, clients and free cash flow through growth in allusers reached record highs of our geographical segments2,976 and client types. Revenues for the fiscal year grew 6% to $858 million, marking the 33rd consecutive year of positive revenue growth for FactSet. Diluted earnings per share rose to $4.45, representing an 8% growth over the prior year. Free cash flow reached an all-time high of $251 million during fiscal 2013, up 20% over last year. We continued to expand the depth and breadth of our product suite and invest to capture an attractive forward looking opportunity, as evidenced by our 9% employee growth62,205, respectively, in fiscal 2013. We improved and enhanced our FactSet workstation through several product enhancements and new releases to make it more valuable to our end users. FactSet was also being recognized as2015, including a great place to work, yet again, inquarterly record of 3,210 users during the U.S., the UK and France. Accolades such as these indicate FactSet creates an environment that is productive, yet enjoyable for our employees, which in turn benefits our client and user base.fourth quarter.

 

 

 

YearGrowth in Revieweach Key Metric

Our business model is built upon dedication to client service and the creative use of technology, which has allowed us to become a major force within the $25 billion dollar financial information industry. Looking at our fiscal 2013 achievements reminds us not only how far we have come, but also indicates how well-positioned we are to capitalize on the sizable market opportunity ahead of us. All of our key indicators (ASV, revenues, clients, users, free cash flow and employee count) increasedGrowth during fiscal 2013, which2015 was a resultdriven by delivering comprehensive workflow solutions to our clients, improvements in the functionality of our focus on product development, application enhancements, technology and proprietary content during fiscal 2013.

Product Development and Significant Enhancements

During fiscal 2013 we made our product line faster, more relevant, and customizable for a broader range of user types. We invested heavily in new data center technologies, as well as our mobile platforms, including FactSet for the iPad, the iPhone, and the Android. Our goal is to make FactSet a critical component of the daily workflow for all user classes, from the most data intensive quantitative analyst to C-suite executives at our clients. Our product development teams released numerousportfolio analytics, enhancements to our service during fiscal 2013, manytechnological infrastructure, expansion of which were theour proprietary data and a continued focus on client service. As a result, of feedback from our client base. Our consultants, who spend their days working with clients, are oneeach of the main conduits of information flow fromfollowing key operating metrics experienced growth over the market. Eachpast 12 months ($ in millions, except client office visit, phone call, email is logged into our tracking system and if necessary, the idea is referred to product development. If an idea is actionable, we allocate product development resources to convert the idea into a new product or enhancement. We also conduct extensive market research and stay on top of the latest insight in the academic and professional communities. The net effect of feedback from the marketplace and FactSet market research is a constantly evolving FactSet suite of products that is an integral part of the workflow for our 50,925 users.user counts):

 

Summarized below are several application enhancements released during fiscal 2013:

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)

StreetAccount News -since acquiring StreetAccount in July 2012, we have made significant investment in coverage and resources. In fiscal 2013, we doubled the StreetAccount London staff, which greatly increased our European coverage. We also expanded the number of companies covered, introduced company-specific earnings previews as well as “Street Takeaways” that briefly summarize analysts’ opinions. We continued to improve on our 24-hour coverage of market, geopolitical, and macroeconomic news by adding staff and launching new features in the U.S., Europe, and Asia.ASV grew 9.2% organically year over year.

 

 

(2)

iPad - we released an easier, better,We define free cash flow as cash provided by operating activities, which includes the cash cost for taxes and much faster version of FactSet for the iPadchanges in fiscal 2013. This version has a more modern look and feel, enhanced navigation, portfolio analysis capabilities, and an improved news experience.

working capital, less capital expenditures.

Instant Messenger (“FactSet IM”) -provides clients with a compliance-friendly, open collaboration platform. FactSet IM is fully integrated within the FactSet workstation to let users easily share news, charts, identifiers, and other financial data components while they send/receive messages. FactSet IM was specifically designed to let users connect and communicate between a broad range of consumer, enterprise, and professional instant messenger networks including AOL, GoogleTalk, Microsoft Lync, Cisco CUPS, and more.

 

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

Fixed Income Portfolio Analysis (“FIPA”) -clients use FIPA to analyze the performance of fixed income portfolios. During fiscal 2013 we released a number of enhancements to FIPA, including a dramatic expansion of our network of servers to calculate the quantitative models that drive the analysis, as well as a tool to automate the testing of FIPA results.

 

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.

Filings 2.0 – for real-time consumers, there’s a new Blackline Report, which highlights changes in incoming EDGAR filings within seconds of release. For analysts and librarians, there’s faster and more intuitive document access, which helps in locating obscure filings. For the legal community, there are new tools for finding and evaluating precedent language. For buy- and sell-side analysts, there’s an expanded suite of searches to expose the market-moving minutiae across millions of pages of filings.

 

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 servers 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.

BookBuilder –new application to enables users to create a customized booklet that provides a complete overview of a company that they are researching. Users can compile documents (e.g., StreetAccount news, regulatory filings, transcripts, broker and internal research), insert FactSet reports such as Company Guide, and integrate their own content such as proprietary earnings models.

 

Product Developments to Enhance our Workflow Solutions

Portfolio Position History -enhancement to our industry leading Portfolio Analysis application that tracks the history of a portfolio position over time. This feature is unique to FactSet and it helps portfolio managers and traders evaluate the quality of timing of their buy-sell decisions. Based on intraday ticker history, FactSet predicts the remaining volume for the day at each trading venue, thus helping traders better direct the execution of their orders.

 

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). 

 

 

 

Technology – Faster machinesFactSet 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 more efficientsecondary 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 integrationset 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

Our business

The foundation to our product, content and technology goals is dependentthe 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 rapidly and efficiently process substantial volumesscale. Part of data and transactions on our computer-based networks and systems. FactSet’s global technology infrastructure supports our operations and is designed to facilitate the reliable and efficient processing and delivery of data and analytics to clients. We are evolving awaythis 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. As part of a multi-phase NextGen projectThis new architecture will allow us to be executed over several years, we converted many databasesmore agile and released severalrespond to the market quickly going forward, as well as enabling us to build new products and features.

Continued Focus on Client Service

Client service is a vital component of our business model. We support our powerful information and analytical applications on this new platform during fiscal 2013.Roughly two-thirdswith a team of all active FactSet users consumefinancial data and analytics frommodeling experts. Client service 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 NextGen Linux environment. An exampleservice. According to our fiscal 2015 global client satisfaction survey, 97% of improved speed throughrespondents were satisfied or very satisfied with FactSet’s support, consistent with the NextGen projectprior year. The depth of our knowledge, the data behind the models and the complex mathematics behind the answers each create an opportunity for us to forge close working relationships with our user community.

Our reward for investing in a consulting group comprised of approximately 1,400 individuals is Company Guide now delivers insightsclient loyalty, as evidenced by an annual client retention rate of greater than 95% of ASV as of August 31, 2015. 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 FactSet personnel are often thought-leaders in a company within secondsparticular area of financial modeling in our rapidly evolving industry. As a result, clients look to FactSet as a trusted partner to stay on the new platform.cutting edge 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.

 

In addition to investing in the future via the NextGen initiative, we continued to ensure that our existing mainframe architecture functions at the highest level through the followingtechnology enhancements released during fiscal 2013:

Employees

Fixed Income Analytical Services (“FIAS”) - we expanded our state-of-the-art technology grid and software systems to further support our fixed income analytics platform with a new service called FIAS. There are four parts to FIAS: client data integration, production monitoring, security modeling, and analytics modeling. In addition to engaging a collection of people from different teams at FactSet to support clients’ workflow and processes, FIAS leverages our powerful technology grids to compute analytics for three million securities on behalf of our clients each night.

Security -data security is paramount at FactSet. Our standards and capabilities regarding the management of data are continually evolving and improving. The security feature at FactSet employs layers of controls to protect data.  Some of these controls are commercially available technology leveraged by us, some facilitated via policies implemented by FactSet regarding the handling of data and lastly, some delivered via processes and automation that are unique to our systems.

 

Refining Our Proprietary Content and Data Collection Processes

In a relatively short periodindustry-leading customer care is largely due to the talent of time, we have hired thousands of new employees and set up a data collection infrastructure that is the foundation of all the FactSet content offered today.our employee population. As of August 31, 2013, approximately 55% or 3,4282015, employee headcount was 7,360, up 10.9% from a year ago. Of our total employees, focus on2,238 were located in the U.S., 832 in Europe and 4,290 in Asia Pacific. Approximately 54% of our employees were involved with content collection. The goal for FactSet content iscollection, 24% work in product development, software and systems engineering, another 19% conduct sales and consulting services and the remaining 3% provided administrative support. We are proud to find ways to differentiate from competitors along with increasinghave received the timeliness and accuracy of the data and depth of coverage. During fiscal 2013, we made great progress in refining our collection processes, focusing on timeliness, accuracy, coverage, completeness, cost and usage. The net effect of collecting data more efficiently was a decrease in headcount growth and improved timeliness, accuracy, and coverage. The following were several areas whereby we refined and improved our existing proprietary contentaccolades during fiscal 2013:2015:

Credit Analysis -our collection and presentation of debt capital structure information has advanced beyond what we believe is offered by our competitors. Our data is global, timely and supports a bottom up credit and liquidity analysis with full balance sheet reconciliation. During fiscal 2013, our coverage grew to over 28,000 companies, 5,000 of them private. We integrated terms and conditions and end of day pricing at the bond security and loan facility level, complete with navigation to a fully indexed universe of related prospectus, indentures, and credit agreement source documents.

FactSet Fundamentals –began the migration of our collection system to a new faster internal system, which is designed to improve data quality, collection efficiency, reduce the cost of supporting the older collection software and it provides an easier path to innovative new products based on fundamental data.

FactSet Estimates -we continued to add differentiating content, such as broader coverage and history of Company Guidance, 2,300 companies with GAAP to Non-GAAP EPS reconciliations, and 3,000 companies with business/product segment estimates.

FactSet Fixed Income Terms & Conditions -significant coverage improvements for Terms and Conditions (T&C”), improving our coverage to 200,000 securities. We also now cover T&C data for bank loans, PIPEs, convertibles, and preferred transactions. Document source linking is available to allow clients to verify the accuracy of our data.

FactSet Transcripts -we integrated our transcripts with our People database, allowing the reader to get more details on who is speaking on the call. Additionally, we provide audio indexing, which allows the user to toggle between the transcript and our audio recording of the call.


Growth across all Geographies and Key Metrics

Fiscal 2013 was another successful year for our company as we once again attained record levels of revenues, net income, diluted earnings per share and free cash flow.Our just completed fourth quarter produced our best quarter in terms of both client and user additions since fiscal 2011, indicating a strong growth story. We continued our history of gaining new clients and users both in the U.S. and world-wide, as new and existing clients continue to value our functionality and content. We were able to achieve this growth all-while returning over $388 million to stockholders over the last 12 months through our regular quarterly dividends and shares repurchases.

Growth in Several Key Metrics for Fiscal 2013

ASV was $888 million at August 31, 2013, up 5.9% organically over the prior year.

Revenues grew 6.5% to $858 million.

Diluted earnings per share rose 8% to $4.45.

Free cash flow generated over the last twelve months was $251 million, up 20%.

Accounts receivable decreased $1 million over the last twelve months while organic ASV was up $49 million over the same period, reflecting an improvement in our days sales outstanding from 32 to 30 days.

Professionals using FactSet increased to 50,925, up 1,425 users.

A net increase of 108 clients over the last twelve months for a total of 2,500 clients at August 31, 2013.

Annual client retention remained greater than 95% of ASV and 92% when expressed as a percentage of clients.

U.S. Operations

U.S. revenues increased 6.6% to $586.9 million during fiscal 2013.

Revenues from U.S. operations accounted for 68% of our consolidated revenues in fiscal 2013, consistent with the prior year.

ASV was $606 million at August 31, 2013, up 5.8% from a year ago.

Employee count in the U.S. grew to 1,888 employees and represented 30% of all employees at August 31, 2013.

European Operations

European revenues increased 5.8% to $208.8 million in fiscal 2013.

ASV was $217 million at August 31, 2013, up 4.2% year over year.

Headcount increased by 56 in fiscal 2013 and represented 11% of all employees world-wide at August 31, 2013.

Asia Pacific Operations

Asia Pacific revenues increased 7.8% to $62.4 million in fiscal 2013.

ASV was $65 million at August 31, 2013, up 4.0% year over year.

Headcount increased by 419 in fiscal 2013 and represented 59% of all employees world-wide at August 31, 2013.

Capital Expenditures

Capital expenditures were $18.5 million in fiscal 2013.

$12.2 million or 66% of capital expenditures during fiscal 2013 were for computer equipment including increasing the number of servers and power into our existing data centers, purchasing new laptop computers and peripherals for our growing employee base, upgrading our computer systems in our data collection centers in India and the Philippines and improving telecommunication equipment.

Approximately $6.3 million or 34% of capital expenditures was for office expansions, primarily for the build out of our new office in San Francisco, additional furniture for existing space in Boston and Norwalk, the relocation and fit-out of our new Hong Kong office during October 2012 and expansion space in the Philippines.

Returning Value to Stockholders

We increased our quarterly dividend 13% from $0.31 to $0.35 per share in May 2013.

We paid $56.0 million of regular quarterly dividends during fiscal 2013.

We expanded our existing share repurchase program by an additional $200 million in May 2013.

We repurchased 3.4 million shares for $327 million under the program.

Awards, Recognition and Job Creation

 

Ranked #44#48 on Fortune’s “100 Best Companies to Work For,For. marking our fifth appearance on that list in the last six years.


 

FactSet Europe was namedNamed as one of the “UK’s 50“100 Best Workplaces.”Workplaces for Millennials” in the U.S. by Fortune.

 

Recognized as one of “France’s 50the UK’s “Best Workplaces.”

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

 

Employee count was 6,258 at August 31st, up 9% from a year ago. This marksNamed as one of the fourth consecutive year we have hired at least 450 people.

FactSet has created a net new 4,324 jobs around the world“20 Great Workplaces in just the past five years.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,

 

2013

  

2012

  

Change

  

2012

  

2011

  

Change

 

Revenues

 $858,112  $805,793   6.5

%

 $805,793  $726,510   10.9

%

Cost of services

  306,379   275,537   11.2

%

  275,537   244,623   12.6

%

Selling, general and administrative

  282,314   257,266   9.7

%

  257,266   243,552   5.6

%

Operating income

  269,419   272,990   (1.3

)%

  272,990   238,335   14.5

%

Net income

 $198,637  $188,809   5.2

%

 $188,809  $171,046   10.4

%

Diluted earnings per common share

 $4.45  $4.12   8.0

%

 $4.12  $3.61   14.1

%

Diluted weighted average common shares

  44,624   45,810       45,810   47,355     

Revenues

(in thousands, except per share data)

Years Ended August 31,

 

2015

  

2014

  

Change

  

2014

  

2013

  

Change

 

Revenues

 $1,006,768  $920,335   9.4%

 

 $920,335  $858,112   7.3%

 

Cost of services

  405,339   353,686   14.6%

 

  353,686   306,379   15.4%

 

Selling, general and administrative

  269,511   264,430   1.9%

 

  264,430   282,314   (6.3)%

 

Operating income

  331,918   302,219   9.8%

 

  302,219   269,419   12.2%

 

Net income

 $241,051  $211,543   13.9%

 

 $211,543  $198,637   6.5%

 

Diluted earnings per common share

 $5.71  $4.92   16.1%

 

 $4.92  $4.45   10.6%

 

Diluted weighted average common shares

  42,235   42,970       42,970   44,624     

 

Revenues

Fiscal 20132015 compared to Fiscal 20122014

Revenues in fiscal 20132015 were $858.1$1,006.8 million, up 6.5%9.4% compared to the prior year. Growth was broad-based as we gained positive momentum through adding new clients, users and sales in all our U.S., European and Asia Pacific geographic regions.fiscal 2014. Our revenue growth drivers during fiscal 20132015 were the continued useincreases in ASV, clients and users, accelerated 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 advanced applications such as Portfolio Analysis (“PA”), growth in our client count and total users, incremental revenue from the acquisition of StreetAccount in June 2012, theServices solutions, expansion of our Market Metrics business,proprietary content, and continued growth of our proprietary content sales and subscriptions, annual price increases, and increased usage of our wealth management workflow solutions.RMS offering.

 

Continued Use of our Advanced Applications such as Portfolio AnalysisAnnual Subscription Value

Our Portfolio Analytics 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 2013. Clients have been buying equity PA seats as they have begun to hire again, an encouraging trend that we hope will continue. Clients have also increased purchases of various other applications within that suite of products. Within the suite, our Fixed Income in PA product has grown at very attractive rates compared to a year ago as this suite is comprehensive and includes highly desired applications for portfolio attribution, risk, quantitative analysis, portfolio publishing and returns based, style analysis. The just completed fourth quarter of fiscal 2013 was our best quarter in fiscal 2013 for subscription contributions from Portfolio Publishing, SPAR and our suite of third party risk providers whose models and optimizers are fully integrated in PA.

Growth in our client count and total users

A keystone of growth for us is new client acquisition and in the just completed fourth quarter of fiscal 2013, we delivered our highest number of net new client wins in the past seven years. We have now experienced client growth for 15 consecutive quarters and the total number of clients was 2,500 at August 31, 2013. This is a net increase of 108 clients during the past 12 months and compares to 155 net new clients during fiscal 2012. New clients typically begin at lower subscription levels and grow over the first few years. Annual client retention as of August 31, 2013 was greater than 95% of ASV and 92% when expressed as a percentage of clients, consistent with a year ago. These metrics indicate to us that our clients are loyal and when we lose clients, it is often as a result of M&A activity or a business failure that results in firm closure. At August 31, 2013, our largest individual client accounted for 2% of total subscriptions and annual subscriptions from the ten largest clients did not surpass 15% of total client subscriptions, consistent with August 31, 2012.

 

AtAs of August 31, 2013, there were 50,925 professionals using FactSet, an increase of 1,425 users2015, ASV was $1.058 billion, up 9.2% organically from a year ago. Users were flat among investment banking clients, but the overall user count still increased during fiscal 2013 due to expansion in our investment management business. In the past 12 months, our investment management client base has added approximately 1,460 users while our investment banking clients have contracted by 35 users. Investment banking clients remained cautious in fiscal 2013 as they closely reviewed and scrutinized their user populations and right-sized their populations based on how they perceive market opportunities while expanding their users in the fourth quarter due to new hire classes. In the fourth quarter of fiscal 2013, total user count increased by 1,409 compared to only 61 in the third quarter and 1,057 in the year ago fourth quarter. The just completed fourth quarter increase was the highest number of user additions for FactSet since 2011 with significant adds at both investment management and banking clients. We believe that although headcount at our investment banking clients is still under pressure, this recent new user trend should allow us to make gains on the investment management side, which constitutes approximately 18.4% of our revenues.


Incremental Revenue from the Acquisition of StreetAccount

On June 29, 2012, we acquired StreetAccount to complement our news offering with distilled and crucial market moving information for investment management and banking institutions. Our StreetAccount product receives high client praise as we continue to expand the unique ways the product can make our user base more efficient. StreetAccount added $11.5 million of revenue to our operations during fiscal 2013. The revenue growth rate during fiscal 2013 of 6.5% was positively impacted by 120 basis points from the acquisition of StreetAccount. Excluding StreetAccount revenue, the revenue growth during fiscal 2013 would have been 5.3% over the prior year period.

Expansion of our Market Metrics Business

Our Market Metrics business continues to be a strong contributor on a relative basis to our growth. Our Market Metrics local market share suite of products, which was introduced in fiscal 2012, continues to perform well. This suite includes mutual fund, variable annuity and life insurance analytical products and applications for wholesalers that have enabled senior management to understand the value and penetration of their own products in local markets in greater detail than they have been able to examine before. In addition, Market Metrics experienced new growth in the European marketplace during 2013.

Continued Growth of our Proprietary Content Sales and Subscriptions 

We continue to be successful in licensing our proprietary FactSet data, especially FactSet Fundamentals and FactSet Estimates. This type of data is licensed in feed form and includes Ownership, Transcripts, M&A and Corporate Hierarchy data. 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 has developed new features that offer timely information to our users in an easy to consume format.

Annual Price Increases

As FactSet has done for the past several years, we issued annual price increases during fiscal 2013. These price increases impacted the majority of our U.S. and non-U.S. investment management clients and resulted in ASV growth of $12.5 million during fiscal 2013 as compared to $12.9 million a year ago. The annual price increases implemented in January 2013 (for U.S. investment management clients) and March 2013 (for non-U.S. investment management clients) grew revenues by $7.8 million during fiscal 2013.

Increased Usage of our Wealth Management Workflow Solutions

During fiscal 2013, we have expanded the FactSet footprint within our wealth management clients by configuring solutions for their workflow. We have experienced positive rates of client and user acquisition both in the U.S. and in Europe as we believe we have an effective offering for that segment of the market. We have managed to displace competitors in our deployment of our workstations at wealth management clients, which is still a relatively new area for us.

Fiscal 2012 compared to Fiscal 2011

Revenues in fiscal 2012 were $805.8 million, up 10.9% compared to the prior year. Included in this total was $1.8 million from the acquisition of StreetAccount on June 29, 2012. Our revenue growth drivers during fiscal 2012 were the continued use of our advanced applications such as PA, growth in the number of clients and users, new features and enhancements to our competitive product suite, expanded deployment of our proprietary data, annual price increases, the ability to access FactSet for the iPad and the iPhone, increased usage of FactSet in Excel by both buy and sell-side users, growth in our Market Metrics business and an annual client retention rate that is greater than 95% of ASV and 92% in terms of clients. These revenue drivers were partially offset by TheMarkets.com cancellation of an earnings estimates feed from us.

Revenues by Geographic Region

(in thousands)

Years Ended August 31,

 

2013

  

2012

  

2011

 

U.S.

 $586,865  $550,474  $497,564 

% of revenues

  68.4%  68.3%  68.5%

Europe

 $208,827  $197,404  $178,693 

Asia Pacific

  62,420   57,915   50,253 

International

 $271,247  $255,319  $228,946 

% of revenues

  31.6%  31.7%  31.5%

Consolidated

 $858,112  $805,793  $726,510 

Fiscal 2013 compared to Fiscal 2012

Our U.S. segment revenues increased 6.6% to $586.9 million in fiscal 2013 compared to fiscal 2012. Growth in our U.S. segment revenues reflects sales of advanced applications such as PA, growth in our client count and total users, expansion of the Market Metrics business, growth in our wealth management workflow solutions, an annual price increase and incremental revenues from the acquisition of StreetAccount in June 2012. Our U.S. investment management client annual price increase implemented in January 2013 drove revenues up by approximately $6.1 million in fiscal 2013. The acquisition of StreetAccount added $11.5 million of revenue to the U.S. segment during fiscal 2013 as compared to only $1.8 million in fiscal 2012. These increases were partially offset by a net investment banking user count decrease of 35 due to the pressures faced by many sell-side firms today.


International revenues in fiscal 2013 were $271.2 million, an increase from $255.3 million in fiscal 2012. The impact from foreign currency decreased international revenues by $2.0 million year over year. European revenues advanced 5.8% to $208.8 million due to a broad selection of global proprietary content, an annual price increase for the majority of our non-U.S. investment management clients in March 2013, increases in user and client counts and clients licensing our advanced applications. Asia Pacific revenues grew to $62.4 million, up 7.8% from a year ago. The foreign currency impact attributable to the change in the value of the Japanese Yen compared to the U.S. dollar decreased revenues by $2.0 million in fiscal 2013. Holding currencies constant, Asia Pacific revenue growth year over year was 11.3%, primarily due to our ability to sell additional services to existing clients and new client and user growth over the last 12 months. In March 2013, we issued our annual price increase for the majority of our non-U.S. investment management clients resulting in incremental revenue of $1.7 million during fiscal 2013. Revenues from international operations accounted for 31.6% of our consolidated revenues during 2013, down slightly from 31.7% a year ago driven by incremental revenue from StreetAccount as well as the strengthening of the U.S. dollar against the Japanese Yen.

Fiscal 2012 compared to Fiscal 2011

Revenues from our U.S. segment increased 10.6% to $550.5 million in fiscal 2012 compared the same period a year ago. Our revenue growth rate in the U.S. reflects strong client and user count growth, the expanded deployment of our proprietary content, an increase in the number of PA users, annual price increases and incremental revenues from Market Metrics. International revenues rose 11.5% in fiscal 2012 due to offering a broader selection of global proprietary content, an annual price increase for the majority of our non-U.S. investment management clients in March 2012, increases in user and client counts and clients licensing our advanced applications. The impact from foreign currency increased international revenues by $0.5 million year over year. European revenues advanced 10.5% to $197.4 million while Asia Pacific revenues grew to $57.9 million, up 15.2% from a year ago. Holding currencies constant, Asia Pacific revenue growth year over year was 14.2%.

Annual Subscription Value (ASV)

At August 31, 2013, ASV was $888 million, up 5.9% organically over the prior year. ASV at a given point 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.time, subject to certain contractual limitations.

 

($ in millions)                                            

As of August 31,

 

2013

  

2012

  

2011

  

2010

  

2009

  

2008

  

2007

  

2006

  

2005

  

2004

  

2003

 

Total ASV

 $888  $843* $779  $684** $623  $621  $517  $423  $348  $273  $235 

Non-U.S. ASV

 $282  $271  $246  $218  $200  $195  $157  $126  $92  $56  $47 

% of Total ASV Non-U.S.

  32%  32%  32%  32%  32%  31%  30%  30%  26%  21%  20%

($ 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 $11.4$5 million from the acquisition of StreetAccount on June 29, 2012.Revere and $7 million from the acquisition of Matrix.

**(3)

Includes $15.9$11 million from the acquisition of StreetAccount.

(4)

Includes $16 million from the acquisition of Market Metrics on June 1, 2010.Metrics.

We believe that our organic ASV growth of 9.2% in fiscal 2015 and 7.3% in fiscal 2014 highlight the strength 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 ASV during fiscal 2015 relates to broad-based global growth 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 products 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.


  

ASV from our U.S. operations was $606$714.8 million, up 5.8%8.7% organically from a year ago. International operations added $11ASV totaled $343.1 million in new ASV to $282 million during fiscal 2013 representing 32%as of August 31, 2015, up 10.2% organically from a year ago and represented 32.4% of our Company-wide total. Organic ASV growth rates from buy and sell-side clients rose to 9.0% and 9.8%, respectively. The percentage of our total ASV derived from investment managementbuy-side clients increaseddecreased slightly from 80.8%82.6% a year ago to 81.6%82.5% at August 31, 2013 due2015.

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 growthus 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 usersubscriptions 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 counts, combinedsubscriptions, consistent with the cautious nature of our sell-side clients that led to delays in purchasing decisions.prior year.

 

The fiscal 2013 growth in organic ASVAt August 31, 2015, there were 62,205 professionals using FactSet, an increase of $49 million excludes7,609 users from a year ago. During the impact from foreign currency, primarily due to the strengthening of the U.S. dollar versus the Japanese Yen. The rise in ASV in 2013 was driven by continued growth of PA, the net addition of 108 new clients and 1,425 new users, the expansion oflast twelve months, our Market Metrics business, annual price increases, a rise in proprietary content sales and increased usage of our wealth management workflow solutions. As noted earlier, in January 2013, we issued annual price increases for our U.S. investment management clients resultingadded 4,203 net new users, while our investment banking clients added 3,406 net new users. Our user count within the fourth quarter of fiscal 2015 alone increased by 3,210 users compared to 2,113 in ASV growth of $9.1 millionthe year ago fourth quarter, marking it our largest ever quarterly increase. Significant additions came from both our investment management and banking clients. The fourth quarter typically includes new users from both the buy and sell-side, as our larger clients bring in March 2013,new hire classes and this quarter we issued annual price increasessaw 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 non-U.S. investment management clients increasing ASV by $3.4 million.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.         

 

Fiscal 2012 experienced ASVGrowth 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 6.8%, driven by broad-based growth across geographical segments, continued usethese applications and their capabilities in analyzing securities and portfolios. The PA suite includes separate products and covers a range of FactSet advanced applications such as PA, expanded deployment of proprietary data, growth in theworkflows around portfolios. The number of clients and users increased usagesubscribing 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 FactSet in Excel by both buyasset classes, which enables them to analyze securities and sell-side users, growthportfolios based on a variety of asset classes.

Increased Demand for Portfolio Services Solutions

Our solutions in the Market Metrics Local Market Share suitePortfolio Services space continued to do well. Our services offer turnkey integration, robust and transparent reconciliation and standardized and custom reporting options. Our team of products, a high annual client retention rate, annual price increases for the majorityspecialists monitors and remedies issues as they occur during all stages of the Company’s investment managementclient’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 opportunity 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 distribution of our content. This type of data is licensed 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 demand due to the acquisitionability of StreetAccount in June 2012. These growth drivers were partially offset by a cancellation of an earnings estimates feedour clients to TheMarkets.com as a result of its acquisition by Standard & Poor’s Capital IQreceive up-to-the-minute news offered both through and a decline in ASV from investment banking clients inoutside the past 12 months as the banks continued their reduction in spending and hiring. In January 2012, we issued annual price increases for our U.S. investment management clients resulting in ASV growth of $10.2 million and in March 2012, we issued annual price increases for our non-U.S. investment management clients increasing ASV by $2.7 million.FactSet workstation.

 

 

  

We believe thatResearch Management Solutions (RMS)

On February 6, 2015, we acquired Code Red whose primary line of business is to provide research management technologies to the investment community, including endowments and foundations, institutional asset managers, sovereign wealth funds, pensions, 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 ASV growthto grow, particularly in both fiscal 2013the fourth quarter, as clients now have a choice between our hosted and 2012 highlight the stability of our subscription business model. We continue to combine our analytic applications, premier global content and client service to foster growth and the expansion of our business.local solutions.

 

Operating ExpensesEffects of Foreign Currency 

 

(in thousands)

Years Ended August 31,

 

2013

  

2012

  

2011

 

Cost of services

 $306,379

*

 $275,537  $244,623 

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

  282,314

**

  257,266   243,552 

Total operating expenses

 $588,693  $532,803  $488,175***

Operating income

 $269,419  $272,990  $238,335 

Operating Margin

  31.4%  33.9%  32.8%

* CostThe positive revenue drivers disclosed above were partially offset by the impact of servicesforeign 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 2013 includes an incremental $1.9 million from the vesting of performance-based stock options granted in connection with the acquisition of the Market Metrics business in June 2010 and the StreetAccount business in June 2012. These options vested in the second and fourth quarters of fiscal 2013, respectively, when the Market Metrics and StreetAccount businesses accelerated to achieve stretch growth targets established on the date of grant.

** SG&A expenses in fiscal 2013 includes an incremental $16.4 million from the vesting of performance-based stock options granted in connection with the acquisition of the Market Metrics and StreetAccount businesses.

*** Included in operating expenses during fiscal 2011 was an incremental $7.9 million of stock-based compensation related to an increase in the estimated number of performance-based options scheduled to vest. The revised estimate reflects a higher performance level than previously estimated and accordingly, increased the number of performance-based options scheduled to vest and be expensed.2014.

 

Non-GAAP Financial MeasuresFiscal 2014 compared to Fiscal 2013- Operating income

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 operating margin calculated3,628 users, a 7.3% increase in accordance with generally accepted accounting principlesorganic 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. (“GAAP”) have been adjustedinvestment 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. Foreign currency exchange rate fluctuations reduced our European growth rate by 40 basis points. The Asia Pacific revenue growth rate of 12.0% was primarily due to net new user and client growth, increased PA subscriptions and our proficiency in selling additional services to existing clients, partially offset by negative foreign currency impact attributable to the change in the table below to exclude a fiscal 2013 pre-tax chargevalue of $15.7 million relatedthe Japanese Yen compared to the vesting of Market Metrics performance-based stock options, a fiscal 2013 pre-tax charge of $2.6 million related to the vesting of StreetAccount performance-based stock options and a fiscal 2011 pre-tax charge of $7.9 million related to an increase in the estimated number of performance-based options scheduled to vest. The incremental stock-based compensation recorded during fiscal 2013U.S. dollar. Foreign currency exchange rate fluctuations reduced operating incomeour Asia Pacific growth rate by $18.3 million and operating margin by 210350 basis points while the $7.9 million pre-tax charge in fiscal 2011 reduced the operating margin by 110 basis points. We use these non-GAAP financial measures, both in presenting our results to stockholders and the investment community, and in our internal evaluation and management of the business. We believe that the non-GAAP financial measures provided in the table below are useful to investors because it permits investors to view our performance using the same tools that management uses to gauge progress in achieving goals. Investors may benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods and may also facilitate comparisons to its historical performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

(in thousands)

Years Ended August 31,

 

2013

  

2012

  

2011

 

Cost of services

 $306,379  $275,537  $244,623 

Incremental stock-based compensation

  (1,948)  -   (1,904)

Non-GAAP Cost of services

 $304,431  $275,537  $242,719 
             

SG&A

 $282,314  $257,266  $243,552 

Incremental stock-based compensation

  (16,387)  -   (5,961)

Non-GAAP SG&A

 $265,927  $257,266  $237,591 
             

GAAP Operating income

 $269,419  $272,990  $238,335 

Add back incremental stock-based compensation

  18,335   -   7,865 

Non-GAAP Operating income

 $287,754  $272,990  $246,200 

Non-GAAP Operating margin

  33.5%  33.9%  33.9%

 

 

 

Fiscal 2014 compared to Fiscal 2013

Revenues from our U.S. segment increased 6.4% to $624.6 million in fiscal 2014 compared to $586.9 million in fiscal 2013. Revenue growth was driven by the addition of users and clients, sales of 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 growth was partially offset by a contraction 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 20132015 compared to Fiscal 20122014

Cost of services increased 11.2%14.6% to $306.4$405.3 million in fiscal 2013 as compared to $275.5 million in the same period a year ago. CostExpressed 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.

Employee compensation, including stock-based compensation, when expressed as a percentage of revenues, was 35.7% in 2013, which was 150increased 210 basis points higher thanduring fiscal 2015due to new classes of consultants, engineers and product developers hired in 2012the 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. Over the last 12 months, we have added 344 net new employees involved with content collection, 252 net new engineering and product development employees and 124 net new consultants, as we continue to focus on servicing our existing client base, expanding our content and improving our applications. In addition, of the total incremental $6.2 million expense recorded in fiscal 2015 from the vesting of performance-based equity instruments and changes in the senior leadership responsible for the Company’s salesforce, $2.4 million was reported 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, expense associated with new hires in consulting, engineeringadditional third party data costs and content, additional StreetAccount expensesincremental costs from the Revere and increased stock-based compensationMatrix acquisitions, partially offset by lower third-party data costs.computer-related expenses, including depreciation.

 

Employee compensation, including stock-based compensation, expressed as a percentage of revenues, increased 190300 basis points during fiscal 2013 compared to fiscal 2012 due to new hires in software engineering and consulting, increased headcount in our proprietary content collection operations located in India and the Philippines and salary increases year over year. Excluding $6.9 million of2014.Excluding compensation attributable to the StreetAccount workforce,acquired Revere and Matrix workforces, the increase in employee compensation was 110250 basis points over the same period last year. During 2013,largely due to increased employee headcount and annual employee base salary increases. In fiscal 2014, we have increased headcount at our collection facilities in India and the Philippines by 408. At August 31, 2013, approximately 55% of our employees were involved with content collection. In addition to the hiring of employees at our primary content collection sites, we grew by approximately 98hired 202 net new engineeringsoftware engineers and product development employees and 4970 net new consultants, dedicated to the development, enhancement and support of our products. Third party data costs when expressed as a percentage of revenues increased 10 basis points during fiscal 2014. Many of our 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. Expenses associated with the past year. StreetAccount expensesoperations of Revere and Matrix increased the cost of services, when expressed as a percentage of revenues, by approximately 10080 basis points during fiscal 2014 due to compensation paid to the acquired workforce, stock-based compensation expense from equity basedequity-based awards granted, to the new employeesincremental third party data costs and the amortization of acquired intangible assets.

 

Higher compensation was also driven by increased stock-based compensation expense. Due to the vesting of performance-based stock options granted in connection with the acquisition of the Market Metrics business in June 2010 and the StreetAccount business in June 2012, an incremental $1.9 million in stock-based compensation expense was recognized in cost of services during 2013.

In connection with our acquisition of the Market Metrics business in June 2010, we granted 746,415 performance-based stock options, which would vest only if accelerated stretch revenue targets were achieved related to the Market Metrics business and option holders remain employed by FactSet. These options vested in the second quarter of fiscal 2013 when the Market Metrics business accelerated to achieve the stretch revenue growth targets established on the date of grant, resulting in a pre-tax stock-based compensation charge of $15.7 million, of which $0.2 million was recorded within cost of services and $15.5 million within SG&A. The stock-based compensation charge was equal to the grant date fair value of the stock options awarded at the time of the acquisition and represented a cumulative adjustment from a change in the vesting based on achieving the accelerated revenue targets.

In June 2012, we acquired the StreetAccount business and subsequently in July granted 241,546 performance-based employee stock options, which are eligible to vest in 20% tranches depending upon future StreetAccount user growth through August 31, 2017. During the fourth quarter of fiscal 2013, the StreetAccount business accelerated to achieve the first usage growth target established on the date of grant, thus the first 20% or 48,314 options vested on August 31, 2013. In addition, due to the accelerated fourth quarter growth and forecasted future usage growth, we estimated that the second 20% tranche will vest by August 31, 2017. This vesting reflected a higher performance level than previously estimated and accordingly increased the number of options that will vest to a total 40%, which required us to record a pre-tax stock-based compensation charge of $2.6 million in the fourth quarter of fiscal 2013, of which $1.7 million was recorded within cost of services and the remaining $0.9 million within SG&A.


 

Partially offsetting the growth in cost of services during fiscal 2013 were lower levels of third party data costs. Data2014 was a reduction in computer-related expenses. Computer-related expenses, including computer depreciation and maintenance costs, expressed as a percentage of revenues, decreased 2030 basis points in fiscal 2013 compared to the same period in fiscal 20122014 as a result a slowing growth rate in users, a reduction in CallStreet third party collection fees, lower variable fees payable to data vendors based on deployment of their content over the FactSet platform partially offset by incremental Market Metrics data collection costs. The disparity between third party data cost growth and our overall revenue growth is a result of our continued investment in FactSet proprietary databases, a long-term strategic initiative that is not only cost-effective, but allows us to create a unique content offering to power our analytical tools.

Fiscal 2012 compared to Fiscal 2011

Cost of services increased 12.6% to $275.5 million in fiscal 2012 compared to $244.6 million in 2011. Cost of services expressed as a percentage of revenues was 34.2% during 2012, an increase of 50 basis points over the prior year due higher employee compensation expense and data costs partially offset by lower computer depreciation, a decline in intangible assets amortization expense and a prior year stock-based compensation charge.

Employee compensation, including stock-based compensation, expressed as a percentage of revenues, increased 115 basis points during fiscal 2012 compared to the same period a year ago due to approximately 455 net new hires in software engineering, consulting, and proprietary content collection combined with salary increases. Higher compensation was partially offset by lower stock-based compensation expense in fiscal 2012 because 2011 included a pre-tax charge of $7.9 million related to an increase in the estimated number of performance-based options scheduled to vest (approximately $1.9 million of the total pre-tax charge of $7.9 million was recorded within cost of services). Data costs, expressed as a percentage of revenues, increased 15 basis points in fiscal 2012 compared to the same period a year ago due to our growing user base, the continued expansion of our third party data set offerings and incremental Market Metrics data collection costs.


Lower computer depreciation and amortization of intangible assets expense partially offset the overall increase in costs of services during fiscal 2012 compared to fiscal 2011. Computer-related expenses, including depreciation and computer maintenance costs, decreased 55 basis points in 20122013 due to the continued use of fully depreciated equipment and our transition to more efficient and cost-effective servers in our data centers and the use of fully depreciated servers. Amortization of intangible assets declined 25 basis points as additional intangible assets became fully amortized during 2012, while revenues increased over the same period by 10.9%.centers.

 

Selling, General and Administrative (SG&A)

 

Fiscal 20132015 compared to Fiscal 20122014

SG&A expenses increased 9.7%1.9% to $282.3$269.5 million during fiscal 2015 as compared to $264.4 million in fiscal 2013 as compared to $257.3 million in 2012.2014. Expressed as a percentage of revenues, SG&A expenses increased 100decreased 190 basis points to 32.9%26.8% in fiscal 20132015 due to incrementallower employee compensation and lower occupancy costs, which include rent and depreciation of furniture and fixtures.

Employee compensation, including stock-based compensation, from the vesting of the Market Metrics and StreetAccount performance-based stock options partially offset by a decline in variable employee compensation.

Due to the vesting of performance-based stock options granted in connection with the acquisition of the Market Metrics and StreetAccount businesses, an incremental $16.4 million in stock-based compensation expense was recognized in SG&A during 2013. The incremental $16.4 million of stock-based compensation increased SG&A expenses,when expressed as a percentage of revenues, decreased 130 basis points due to a higher percentage of our employee base working in a cost of services capacity versus SG&A. Of our total employee headcount increase in fiscal 2015, 84% was within our software engineering, content collection and product development teams, which are all included within cost of services. As such, SG&A employee compensation declined compared to the growth in cost of services. Occupancy costs, when expressed as a percentage of revenues, decreased 60 basis points, primarily due to furniture and leasehold improvements becoming fully depreciated, lower rent expense from 31.0%the strengthening of the U.S. dollar and the timing of acquiring new real estate space. However, certain occupancy costs, such as rent, are temporary and are being driven by the timing of acquiring new space to 32.9% and loweredsupport our year-to-date operating margin by 210 basis points.growing employee population.

Fiscal 20122014 compared to Fiscal 20112013

SG&A expenses decreased 6.3% to $264.4 million during fiscal 2014 as compared to $282.3 million in fiscal 2012 were up 5.6% from fiscal 2011. However, expressed2013. Expressed as a percentage of revenues, SG&A expenses decreased 160420 basis points to 31.9% in 201228.7% for fiscal 2014 due to lower employee compensation, including stock-based compensation a reduction inpartially offset by higher employee travel and entertainment (“T&E”) spending and lower occupancy costs partially offset by foreign currency hedging losses.expenses.

 

Employee compensation including stock-based compensation,when expressed as a percentage of revenues decreased 150440 basis points infrom fiscal 2012 due to decreased variable compensation and lower stock option expense2013 due to a charge for vestinghigher percentage of performance options last year. Approximately $6.0 millionour employee base working in a cost of the total pre-taxservices capacity versus SG&A and a prior year stock-based compensation charge of $7.9$16.4 million was recordedfrom 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&A during fiscal 2011.employee compensation declined compared to the growth in cost of services. 

Partially offsetting the overall decrease in SG&A expenses was higher T&E costs,expense, which rose by 20 basis points when expressed as a percentage of revenues, decreased 50 basis points in 2012 compared to 2011 primarilyrevenues. The primary drivers for this increase were more client visits by our salesforce, higher plane and hotel prices and increased interoffice travel due to lower interoffice travel and a prior year internal sales conference that did not reoccur in fiscal 2012. Occupancy costs, including rent and depreciation of furniture and fixtures, expressed as a percentage of revenues, decreased 30 basis points in fiscal 2012 due to more efficient use of existing leased office space and the timing of acquiring new space.

The decrease in SG&A expenses was partially offset by realized losses of $1.0 million during fiscal 2012 from our hedges. This loss compares to a gain of $4.2 million recorded in SG&A in fiscal 2011 as a result of previously entered into foreign currency forward contracts to hedge our Euro and British Pound Sterling currency risk.expanding worldwide presence. 

 

Operating Income and Operating Margin

 

Fiscal 20132015 compared to Fiscal 20122014

Operating income declined 1.3%increased 9.8% to $269.4$331.9 million duringin fiscal 20132015 compared to the prior year. ForOur operating margin for fiscal 2015 was 33.0%, up from 32.8% a year ago. Operating margin in fiscal 2015 was negatively impacted by a $3.2 million pre-tax charge related to changes in the twelve months ended August 31, 2013,senior leadership of our sales teams and a $3.0 million pre-tax charge primarily related to 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 instruments and the settlement of a legal claim. Excluding these charges, our fiscal 2015 adjusted operating margin was 31.4%33.6% 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 million in fiscal 2014 compared to fiscal 2013. Our operating margin for fiscal 2014 was 32.8%, down 250 basis pointsup from 33.9%31.4% in fiscal 2013. Operating income reported in fiscal 2013 includes a year ago due to higher performance-based stock option expense, salary increases year over year, and additional hiring within our sales, engineering and content collection teams partially offset by lower third party data costs from a slower growing user base and reduced CallStreet third party collection fees. The Market Metrics performance-based stock option charge of $15.7 million recorded in the second quarter of fiscal 2013 and the StreetAccount performance-based stock option charge of $2.6$18.3 million recorded($1.9 million within cost of services and $16.4 million in the fourth quarter of fiscal 2013SG&A), which reduced our fiscal 2013 operating margin by 210 basis points. 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 33.5% to 31.4%. The continued investment in our personnel resulted in employee count growth of 9% to 6,285 as of August 31, 2013. In addition, StreetAccount negatively impacted our year-to-dateRevere and Matrix acquisitions, which lowered the fiscal 2014 operating margin by 3080 basis points due to higherpoints. These reductions were partially offset by a 7.3% increase in revenues, a reduction in computer-related expenses and lower SG&A employee compensation costs and the amortization of acquired intangibles. The impact from foreign currency increased operating income by $0.6 million in fiscal 2013 compared to $1.3 million a year ago.compensation.

 

 

 

Fiscal 2012 compared to Fiscal 2011

Operating income advanced 14.5% to $273.0 million in fiscal 2012 from $238.3 million in fiscal 2011. Our operating margin during 2012 was 33.9%, up 110 basis points from 32.8% a year ago due to lower stock-based compensation expense, a reduction T&E spending, more efficient occupancy costs and a decline in computer depreciation and the amortization of intangible assets. These reductions in expenses were partially offset by higher employee compensation due to expanding the number of employees in all areas throughout the world, including within our content operations, engineering, product development and consulting groups. The impact from foreign currency increased fiscal 2012 operating income by $1.3 million compared to a $0.1 million decrease in operating income during fiscal 2011.

Operating Income by Segment

 

(in thousands)

Years Ended August 31,

 

2013

  

2012

  

2011

  

2015

  

2014

  

2013

 

U.S.

 $138,706  $149,968  $135,327  $172,980  $165,004  $138,706 

Europe

  100,187   95,417   79,637   116,310   100,937   100,187 

Asia Pacific

  30,526   27,605   23,371   42,628   36,278   30,526 
            

Consolidated

 $269,419  $272,990  $238,335  $331,918  $302,219  $269,419 

 

Our operating segments are aligned with how we including our chief operating decision maker, manage the business and the demographic markets in which we serve. Our internal financial reporting structure is based on three reportable segments;segments, U.S., Europe and Asia Pacific, which we believe helps us better manage the business and view the markets we serves.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 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 our operating segments and thus the expenses incurred at these locations are allocated to each segment based on a percentage of revenues.

 

Fiscal 20132015 compared to Fiscal 20122014

Operating income from our U.S. business decreased 7.5%advanced 4.8% to $138.7$173.0 million during fiscal 20132015 compared to $150.0$165.0 million a year ago. The declineincrease in operating income is primarily attributable to $54.1 million of incremental revenues and a decrease in 2013 was primarily due to the pre-tax charge of $18.3 million related to the vesting of Market Metrics and StreetAccount performance-based stock options, higher employee compensation within cost of services and an increase in costs from the acquisition of StreetAccountcomputer depreciation partially offset by a 6.6% increaserise in U.S. revenues and lower third party data costs, and a decline in intangible asset amortizationemployee compensation expense. 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. The U.S. revenue growth was driven by the continued use of our advanced applications such as PA, growth in our Market Metrics suite of products, $11.5 million of incremental revenues from StreetAccount, an increaseincreases in the number of PA users and clients of FactSet within the U.S., a rise in sales of our wealth management solution, growth inPA suite of products, continued demand for our proprietary content, $5.2 million of incremental revenue from the numberacquisition of clients of FactSet,Code Red and the January 2013 annual price increase fora strong performance by our U.S. investment management clients, which drove revenues up by approximately $6.1 million.

European operating incomesales team. Excluding the acquired Code Red workforce, U.S. employee headcount increased 5.0% to $100.2 million during fiscal 2013 compared to the same period a year ago. The increase in European operating income is due to an $11.4 million increase in revenues, lower employee variable compensation expense, a reduction in T&E spending and lower amortization expense as previously acquired intangible assets become fully amortized. European revenues advanced 5.8% to $208.8 million due to our broader selection of global proprietary content, an annual price increase for the majority of our non-U.S. investment management clients in March 2013, increases in user and client counts and clients licensing our advanced applications.

Asia Pacific operating income increased 10.6% to $30.5 million during fiscal 2013 compared to $27.6 million in the same period a year ago. The increase in Asia Pacific operating income was from $4.5 million of incremental revenues year over year and lower operating expenses due to the impact of foreign currency. Asia Pacific revenue growth year over year of 7.8% was due to growth in our global content offering, the expansion of our real-time news and quotes that services the needs of a global investor, our ability to sell additional services to existing clients and new client and user growth7.0% over the last 12 months.

Fiscal 2012 compared to Fiscal 2011

Operating income from our U.S. business increased 11% during fiscal 2012 compared to 2011 primarily due to $52.9 million of incremental revenues, lower interoffice travel, a prior year, internal U.S. sales conference that did not reoccur in fiscal 2012, lower computer depreciation and a decline in intangible asset amortization expense partially offset byleading to higher employee compensation within cost of services and an increase in data costs.costs during fiscal 2015. 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.

 


European operating income increased 15.2% during fiscal 2015 to $116.3 million due to 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.

Asia Pacific operating incomeincreased 17.5% to $42.6 million compared to $36.3million 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 in 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 increased 20% to $95.4 millionadvanced 70 basis points during fiscal 2012 compared 2011 primarily2014 to $100.9 million due to an $18.7 million increaserevenue growth of 8.9% partially offset by increases in revenues, lower employee variable compensation expense, a reduction in T&E spending and lower amortization expense as previously acquired intangible assets become fully amortized.the impact of the Matrix acquisition. Additional expenses from the acquisition of Matrix lowered European operating income by $2.1 million.


  

Asia Pacific operating income increased 18%18.8% to $27.6$36.3 million compared to $30.5 million in fiscal 2013 due to incremental revenues of $5.9 million partially offset by higher employee compensation. The Asia Pacific revenues growth of 9.4% during fiscal 2012 compared 2011 primarily due2014 was driven by our ability to $7.7 millionsell our global content, expansion into new markets within Asia, sales of incremental revenues year over yearadditional services to existing clients, and a more disciplined approach to controlling operating expenses, including T&E.new client and user growth.

 

Other Income, Income Taxes, Net Income and Diluted Earnings per Share

 

(in thousands, except per share data)

Years Ended August 31,

 

2013

  

2012

  

2011

 

2015

  

2014

 

2013

  

Other income

 $1,491  $1,715  $623 

Provision for income taxes

 $72,273

*

 $85,896  $67,912** $92,703 (1) $91,921 $72,273 (2) 

Net income

 $198,637  $188,809  $171,046 $241,051  $211,543 $198,637  

Diluted earnings per common share

 $4.45  $4.12  $3.61 $5.71  $4.92 $4.45  

Effective Tax Rate

  26.7

%*

  31.3

%

  28.4%** 27.8%(1)  30.3% 26.7%(2) 

 

*

(1)

Included in thefiscal 2015 provision for income taxes were income tax benefits of $8.8 million primarily fromfinalizing prior year tax returns, the reenactment of the U.S. Federal R&D tax credit inDecember 2014,and other discrete items.

(2)

Included in the fiscal 2013 provision for income taxes were income tax benefits of $7.2 million primarily from the reenactment of the U.S. Federal R&D tax credit in January 2013 and finalizing prior year tax returns.

Income Taxes

Fiscal 2015 compared to Fiscal 2014

The fiscal 2015 provision for income taxes during fiscal 2013 werewas $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 tax benefits of $7.2 million primarily fromoffset by the reenactment of the U.S. Federal R&D tax credit in January 2013 and the finalization of the fiscal 2012 tax return. Our effective tax rate is based on current enacted tax laws and as such, prior to the second quarter of fiscal 2013, it did not reflect the R&D tax credit in any months of 2012 as the R&D credit expired on December 31, 2011. The reenactment of the R&D tax credit was retroactive to January 1, 2012 and resulted in an actual effective tax rate of 26.7% for the full fiscal 2013 year.

** Included in the provision for income taxes during fiscal 2011 were income tax benefits of $6.3 million from the finalization of the fiscal 2010 tax return and the reenactment of the U.S. Federal R&D tax credit in December 2010.2014. The reenactment of the credit was retroactive to January 1, 20102014 and resulted in an actualextended 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 28.4% for the full$5.1 million during fiscal 2011 year.

Other Income2015. Additionally, we recognized tax benefits of $3.7 million related to finalizing prior year tax returns and other discrete tax items.

 

Fiscal 20132014 compared to Fiscal 20122013

Other income declined by $0.2 million to $1.5 million duringThe fiscal 2013 as we obtained a lower return on our existing cash and cash equivalents as well as a 50 basis point yield reduction in our certificates of deposit investment. Our return on cash was lower in fiscal 2013 as compared to 2012 because we held more cash within the U.S., which produced a lower return than if we had held the funds in Europe or Asia. The certificates of deposits resulted in interest income of $1.3 million during fiscal 2013 as compared to $1.1 million in 2012. Excluding the interest income from our certificates of deposit, our average annualized return on cash and cash equivalents declined to 10 basis points during fiscal 2013, compared to 32 basis points in fiscal 2012. At no time during fiscal 2013 and 2012 did a component of our cash, cash equivalents and investments portfolio experience a decline in value due to a ratings change, default or increase in counterparty credit risk.

Fiscal 2012 compared to Fiscal 2011

Other income rose by $1.1 million during fiscal 2012 due to our $15.0 million purchase of short-term certificates of deposit in October 2011. These deposits have maturities of less than one year and resulted in interest income of $1.1 million during fiscal 2012. Excluding our returns on the short-term certificates of deposit, our average annualized return on cash and cash equivalents remained relatively flat at 32 basis points during fiscal 2012, compared to 33 basis points in fiscal 2011.

Income Taxes

Fiscal 2013 compared to Fiscal 2012

In fiscal 2013, our2014 provision for income taxes was $91.9 million, up $19.6 million or 27.2% from $72.3 million down 15.9% from fiscal 2012 due to income tax benefits of $7.2 million primarily from the reenactment of the U.S. Federal R&D tax credit in January 2013 and the finalization of the fiscal 2012 tax return. Income tax benefits of $4.9 million resulted from the reenactment of the U.S. Federal R&D tax credit and a $2.3 million benefit from the finalization of the fiscal 2012 tax return. Excluding the $7.2 million of income tax benefits in fiscal 2013, the annual effective tax rate2013. This increase was 29.3%, which was 200 basis points lower than fiscal 2012 due to the reenactment of the U.S. Federal R&D credit in January 2013.

Fiscal 2012 compared to Fiscal 2011

The fiscal 2012 provision for income taxes was $85.9 million, up 26.5% from fiscal 2011 due to a 14.5%12.0% increase in pre-tax income year over year and income tax benefits of $6.3 million recorded in fiscal 2011 from the finalization of the fiscal 2010 tax return and the reenactment of the U.S. Federal R&D tax credit in December 2010. Our annual effective tax rate for fiscal 2012 was 31.3%, 290 basis points higher than our annual effective tax rate in fiscal 2011 primarily due to the income tax benefits recognized in 2011. The fiscal 2011 annual effective tax rate before discrete items of $6.3 million was 30.9% or 40 basis points lower than the 2012 effective tax rate due to the expiration of the U.S. Federal R&D tax credit on December 31, 2011.2013, 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.


 

Net Income and Diluted Earnings per Share

 

Fiscal 20132015 compared to Fiscal 20122014

Net income rose 5.2%increased 13.9% to $198.6$241.1 million and diluted earnings per share increased 8.0%16.1% to $4.45$5.71 during fiscal 2013. Included2015 compared to fiscal 2014. Drivers of the increase in net income and earnings per share during fiscal 2013 were2015 include revenue growth of 9.4%, income tax benefits of $0.16 per$8.8 million, foreign currency benefits of $4.0 million and a decrease in diluted share from the reenactmentshares outstanding of the U.S. Federal R&D tax credit and the finalization of the fiscal 2012 tax return1.7%. These net income drivers were partially offset by a pre-tax chargeincremental employee compensation expense within cost of $18.3services due to the hiring of 721 net new employees during the last 12 months and after-tax charges of $2.2 million ($12.9and $2.1 million after-tax) or $0.29 per diluted share related to changes in the senior leadership of our sales teams and the vesting of Market Metrics and StreetAccount performance-based stock options. Adding back the stock-based compensation charge of $0.29 per share and excluding the $0.16 in income tax benefits recorded during the year, fiscal 2013 non-GAAP diluted EPS was $4.58, or 11.2% higher than fiscal 2012. Drivers of net income and diluted earnings per share growth in fiscal 2013 were higher levels of revenue, lower third party data costs, a decline in the amortization of intangible assets and a reduction in the diluted weighted average shares outstanding partially offset by higher compensation costs.equity instruments, respectively.

 

Fiscal 20122014 compared to Fiscal 20112013

Net income rose 10.4%increased 6.5% to $188.8$211.5 million and diluted earnings per share increased 14.1%10.6% to $4.12$4.92 during fiscal 20122014 as compared to fiscal 2011. Included in fiscal 2011 were income tax benefits of $0.13 per diluted share from finalizing our 2010 U.S. tax return and the reenactment2013. Drivers of the U.S. Federal R&D tax creditincrease 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 pre-tax charge of $7.9 million ($5.4 million after-tax) or $0.11 per diluted share related to an increase in the estimated number of performance-based stock options that were eligible to vest. Drivers of net income and diluted earnings per share growth in fiscal 2012 were higher levels of revenue, lower T&E, decreased computer depreciation and amortization of intangible assets and a reduction in the diluted weighted average shares outstanding partially offset by higher compensation and a higherannual effective tax rate due tofrom the expiration of the U.S. Federal R&D tax credit.

Foreign Currency

Certain wholly owned subsidiariescredit, incremental employee compensation within cost of services due to the Europeanhiring of 202 net new software engineers and Asia Pacific segments operate under70 net new consultants, a functional currency differentrise in third party data costs 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 assetsadditional users and liabilitiesclients added 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 as a component of stockholders’ equity.

Our non-U.S. dollar denominated revenues expected to be recognized over the next twelve months are estimated to be $15 million while our non-U.S. dollar denominated expenses are $169 million, which translates into a net foreign currency exposure of $154 million per year. Our foreign currency exchange exposure is related to our operating expense base in countries outside the U.S., where approximately 70% of our employees are located as of August 31, 2013. During fiscal 2013, foreign currency movements increased operating income by $0.6 million compared to $1.3 million in fiscal 2012.

As of August 31, 2013 we maintain foreign currency forward contracts to hedge approximately 75% of our Indian Rupee exposure through the end of the second quarter of fiscal 2016, 40% of our net British Pound exposure through the end of the second quarter of fiscal 2014 and 50% of our Philippines Peso exposure through the end of fiscal 2014. At August 31, 2013 the notional principal and fair value of foreign exchange contracts to purchase Indian Rupees with U.S. dollars was Rs.2.9 billion and ($7.7) million, respectively. At August 31, 2013 the notional principal and fair value of foreign exchange contracts to purchase British Pounds with U.S. dollars was £6.8 million and $0.1 million, respectively. At August 31, 2013 the notional principal and fair value of foreign exchange contracts to purchase Philippine Pesos with U.S. dollars was Php515.9 million and ($0.2) million, respectively. There were no other outstanding foreign exchange forward contracts at August 31, 2013.A loss on derivatives of $1.0 million was recorded into operating income during fiscal 2013 and 2012, respectively.higher employee T&E. 

 

 

 

Liquidity

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

 

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,

 

2013

  

2012

  

2011

 

Net cash provided by operating activities

 $269,809  $231,965  $207,136 

Capital expenditures(1)

  (18,517)  (22,520)  (29,343)

Free cash flow(2)

 $251,292  $209,445  $177,793 

Net cash used in investing activities

 $(20,412) $(58,849) $(29,343)

Net cash used in financing activities

 $(238,408) $(158,718) $(199,123)

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

 $196,627  $189,044  $181,685 

 

(1)

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

 

(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. 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 20132015 compared to Fiscal 20122014

Cash and cash equivalents aggregated to $196.6$158.9 million or 28%22% of our total assets at August 31, 2013,2015, compared with $189.0$116.4 million at August 31, 2012 or 27%18% of our total assets. All of our operating and capital expense requirements were financed entirely from cash generated from our operations.assets August 31, 2014. Our cash and cash equivalents increased $7.6$42.5 million in the past 12 monthsduring fiscal 2015 due to cash provided by operations of $269.8$306.4 million, $124.5$71.5 million in proceeds from the exercise of employee stock options, $35.0 million in proceeds from long-term debt and $25.2$28.9 million ofin tax benefits from share-based payment arrangementsarrangements. These cash inflows are partially offset by $332.2$34.8 million in stockcash paid to acquire businesses, $252.8 million in share repurchases, dividend payments of $56.0$66.6 million, capital expenditures of $18.5$25.7 million $1.2 million inand purchases of investments, (time deposits) and $3.4 million from the effectnet of exchange rate changes on our foreign cash balances.proceeds, of $4.4 million.

 

Free cash flow for fiscal 20132015 was $251.3$280.8 million, up 20% over the prior year and exceededexceeding net income by 27%16%. Free cash flow generated during fiscal 20132015 was attributable to $198.6$241.1 million inof net income, $17.5$37.6 million of positive working capital changes and $53.7$27.8 million in non-cash expenses less $18.5$25.7 million in capital expenditures. Workingexpenditures.Working capital improvements of $17.5 million were derived from stronger accounts receivable collections, a reduction inlower income tax payments due to stock option exercises and increased accounts payable and accrued expenses. Overexpenses due to the past 12 months, organic ASV is up $49 million whiletiming of payments partially offset by a rise in accounts receivable has decreasedcompared to the prior year. The rise in accounts receivable was due to our year over year revenue growth. Our accounts receivable balance as of August 31, 2015 rose by $1.0 milliononly 5.2% compared to the year ago period, while revenue growth grew by 9.4% year over the same period, reflecting an improvementyear. This fact pattern was primarily due to a decrease in our days sales outstanding (“DSO”) from 32, which was lowered to 30 days. We have seen DSOs decrease substantially over the past several years33 days as we continueof August 31, 2015 compared to optimize our internal billing and collection processes.34 days as of August 31, 2014.

 

Net cash used in investing activities was $20.4$64.9 million during fiscal 20132015, a decrease of $5.8 million over the prior year due to capital expenditures of $18.5a $12.1 million $1.2 milliondecrease in purchases of investments and the final working capital payment of $0.7 million related to the acquisition of StreetAccount in June 2012. Net cash used in investing activities was $38.4 million lower in fiscal 2013 compared to fiscal 2012 due to the acquisition of StreetAccount in June 2012, the purchase of $15 million in time deposits in fiscal 2012business acquisitions and a $4.0$1.7 million decreaseincrease 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.

 

Net cash used in financing activities was $238.4$187.3 million induring fiscal 2013 as we repurchased $332.22015. Of this total, $252.8 million in common stockrelated to the repurchase of 1.7 million shares under the existing share repurchase program and paid out $56.0$66.6 million in dividend payments partially offset by $149.8 million inwas for the payment of regular quarterly dividends. Partially offsetting these uses of cash were proceeds received from employee stock plans andtotaling $71.5 million, related tax benefits.benefits of $28.9 million and long-term debt of $35.0 million. Net cash used in financing activities was $79.7$89.4 million higherlower in fiscal 2013 compared to the priorcurrent year due to ana $36.3 million increase in proceeds from employee stock option exercises and its related income tax benefits, proceeds from long-term debt of $35.0 million and a decrease in share repurchases of $178.5 million and $6.0 million more in dividends paid during the current year$23.6 million. These positive cash movements were partially offset by an incremental $104.9$5.5 million in proceeds from employee stock plans and incremental tax benefits from share-based payment arrangements. In fiscal 2013, we repurchased 3.4 million shares for $327.3 million underdividend payments due to the existing program. A year ago, we repurchased 1.6 million shares for $152.7 million. Dividend payments increased by $6.0 million in fiscal 2013 because our Board approved a 13%12.8% increase in theour regular quarterly dividend, duringbeginning in May 2013. Proceeds from employee stock exercises and related income tax benefits increased by $104.9 million in fiscal 2013 as compared to a year ago because the number of stock options exercised by our employees increased by 1.55 million. Through quarterly cash dividends and share repurchases, we returned $388.2 million to our stockholders in fiscal 2013.2015.


 

We expect that for at least the next 12 months, our operating expenses will continue to constitute a significant use of our cash. Furthermore, we expect existing domestic (U.S.) cash to continue to be sufficientAdditionally, to fund our domestic operating activitiesacquisition of Portware, LLC (“Portware”), announced on September 22, 2015, and cash commitments for investingclosed on October 16, 2015, we entered into an amendment (the “Second Amendment”) dated as of September 21, 2015, amending and financing activities for at leastexpanding the next 12 monthsexisting credit agreement dated February 6, 2015 and thereafter forborrowed 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 foreseeable future. In addition, we expect our existing foreign (non-U.S.) cash and related cash flows from operationsPortware acquisition, seeNote 21,Subsequent Events,in the Notes to continue to be sufficient to fund our foreign operating activities and cash commitments for at least the next 12 months and thereafter for the foreseeable future. Company’s Consolidated Financial Statements included in Item 8.


As of August 31, 2013,2015, our total cash and cash equivalents worldwide was $196.6$158.9 million with no$35.0 million in outstanding borrowings. Approximately $106.1$35.5 million of our total available cash and cash equivalents wasis held in bank accounts located within the U.S., $69.3$93.2 million in Europe (predominantly within the UK and France) and the remaining $21.2$30.2 million wasis held in Asia Pacific at the end of fiscal 2013.Pacific. 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 each segments’our short-term and longer-term operating requirements, as they occur, including working capital needs, capital expenditures, dividend payments, stock repurchases and financing activities. Refer to the section,Contractual Obligations,for the table summarizing our significant contractual obligations as of August 31, 2013 and the corresponding effect that these obligations will have on our liquidityIn addition, we expect existing foreign cash, cash equivalent and cash flows in future periods.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.

 

Fiscal 20122014 compared to Fiscal 20112013

Cash and cash equivalents aggregated to $116.4 million or 18% of our total assets at August 31, 2014, compared with $196.6 million or 28% of our total assets August 31, 2013. Our cash and cash equivalents increased $7.4decreased $80.2 million during fiscal 2014 due to $46.9 million in fiscal 2012 comparedcash used to fiscal 2011 as a resultacquire Revere and Matrix, $279.8 million in share repurchases, dividend payments of $61.0 million, capital expenditures of $17.7 million, and purchases of investments, net of proceeds, of $6.1 million. These cash outflows are partially offset by cash provided by operations of $232.0$265.0 million, $33.7$52.2 million in proceeds from the exercise of employee stock options, and $11.2$12.0 million ofin tax benefits from share-based payment arrangements partially offset by cash outflows of $153.6 million related to stock repurchases, dividend payments of $50.0 million, capital expenditures of $22.5 million, the purchase of the StreetAccount business for $21.3 million (net of cash acquired), $15.0 million in purchases of investments, and $7.0$2.2 million from the effecteffects of exchange rate changes on our foreign cash balances.currency.

 

Free cash flow generated infor fiscal 20122014 was $209.4$247.3 million, up 18% over fiscal 2011, and exceededexceeding net income by 11%17%. Free cash flow generated during fiscal 20122014 was generated from higher levelsattributable to $211.5 million of net income, $9.2 million of positive working capital changes higherand $44.3 million in non-cash expenses and a year over year declineless $17.7 million in capital expenditures. Workingexpenditures.Working capital improvements of $8.7 million were derived from strongerlower income tax payments partially offset by a rise in accounts receivable collections incompared to the past 12 months and a reduction inprior year.Employee stock option exercises, which reduced our tax payments, due to stock option exercises. At August 31, 2012, DSO was 32improved current year working capital. However, our days down from 35 dayssales outstanding (“DSO”) as of August 31, 2011.2014 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.

 

Net cash used in investing activities was $58.8of $70.7 million, duringan increase of $50.3 million over fiscal 20122013, is due to the acquisitionacquisitions of StreetAccount in June 2012Revere and Matrix for $21.3 million (net of cash acquired), capital expenditures of $22.5$46.9 million and thea $4.8 million increase in cash utilized to purchase of $15 million ofadditional short-term certificates of deposit with maturity dates ranging from nine to twelve months from purchase date. Net cash used in investing activities was $29.5 million higher in fiscal 2012 compared to fiscal 2011 due to the acquisition of StreetAccount and purchase of time deposits partially offset by a reduction in capital expenditures.deposit.

 

Net cash used in financing activities was $158.7$276.7 million during fiscal 2014. Of this total, $275.4 million related to the repurchase of 2.5 million shares under the existing share repurchase program and $61.0 million was for the payment 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 fiscal 2012 due to share repurchases and dividend payments partially offset byfinancing activities was $38.3 million higher in the current year because of an $85.7 million reduction in proceeds from employee stock plans. During fiscal 2012, we repurchased 1.6 million shares for $152.7 million under the program as compared to spending $216.6option exercises and an incremental $5.0 million in fiscal 2011. Higher dividend payments of $6.0 million were made in fiscal 2012 because our Board of Directors approved a 15%repayments due to the 11% increase in theour regular quarterly dividend, beginning with the Company’s dividend paymentdividend. These increases were partially offset by a decrease in June 2012.share repurchases of $52.3 million. Proceeds from employee stock exercises decreased from $9.4 millionand its related income tax benefits were lower in 2012 compared to 2011 asthe current year because the number of employee stock option exercisesoptions exercised decreased by 0.51.5 million options.shares.

Capital Resources

 

Capital Expenditures

Capital expenditures were $18.5$25.7 million during fiscal 2013, down2015, up from $22.5$17.7 million a year ago. Approximately $12.2$13.8 million, or 66%54%, of our capital expenditures during fiscal 2015 were for purchase of computer equipment, including more servers 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, Texas and the Philippines during fiscal 2015.

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 2013 was for2014 related to the purchase of computer equipment  including increasing the number ofmore servers and power intofor our existing data centers, purchasing new laptop computers and peripherals for our growing employee base,employees, upgrading ourexisting computer systems in our data collection centers in India and the Philippines and improving telecommunication equipment. Theequipment.The remaining 34%22% of capital expenditures was for office expansions,used primarily for theto build out of our new office in San Francisco additional furniture for existing space in Boston and Norwalk, the relocation and fit-out of our new Hong Kong office during October 2012 and expansion space in the Philippines. We continue to expand aggressively to meet the needs of our growing global footprint. Including new lease agreements entered into in fiscal 2013, our worldwide leased office space increased by approximately 2,000 square feet and totaled 809,000 square feet at year-end.2014.

 

Capital expenditures were $22.5Needs

Long-Term Debt

On February 6, 2015, we entered into a Credit Agreement (the “Credit Agreement”) between FactSet, as the borrower, and Bank of America, N.A., as the lender (the “Lender”). At that date, the Credit Agreement provided for a $35.0 million during fiscal 2012, down from $29.3revolving credit facility (the “Revolving Credit Facility”), under which we could request borrowings until its maturity date of February 6, 2018. The Credit Agreement also allowed 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 fiscal 2011. Capital spending levels were $6.8 million lower in fiscal 2012 compared to fiscal 2011 as we relocated our data center from New Hampshire to New Jersey in December 2010 and in that process we purchased several new servers and upgraded many other existing mainframe machines. Approximately $13.1 million or 58%a minimum amount of capital expenditures during fiscal 2012 were for computer equipment including upgrading our mainframe server equipment held in our data centers and laptop computers and peripherals for our employee base. The remaining 42% of capital expenditures was for office expansions, primarily for the build out of new space in Norwalk, New York, the Philippines and Hong Kong.$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 Lender for an aggregate amount of up to $400.0 million, provided that any such request for additional borrowings must be in a minimum amount of $25.0 million.

As of August 31, 2015, we owed no commitment fees since we borrowed the then-full amount of the Revolving Credit Facility on February 6, 2015. Other fees incurred, such as legal costs to draft and review the Credit Agreement, totaled less than $0.1 million and were capitalized as loan origination fees. These loan origination fees are being amortized to interest expense over the term of the Loan using the effective interest method and totaled less than $0.1 million in fiscal 2015.

The Credit Agreement contains covenants restricting certain FactSet activities, which are usual and customary for this type of loan. In addition, the Credit Agreement requires that we 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 Credit Agreement as of August 31, 2015.

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

Capital NeedsLetters of Credit

We currently have no outstanding indebtedness, other than theFrom time to time, we are required to obtain letters of credit issued in the ordinary course of business. Approximately $2.2$1.0 million of standby letters of credit have been issued in connection with our current leased office space as of August 31, 2013.2015. 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, 20132015 and 2012,2014, we maintained a zero debt balance and 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 as a component of stockholders’ equity.

Our non-U.S. dollar denominated revenues expected to be recognized over the next twelve months are estimated to be $30.7 million while our 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. Our foreign currency exchange exposure is related to our operating expense base in countries outside the U.S., where approximately 70% of our employees are located as of August 31, 2015. During fiscal 2015, foreign currency movements increased operating income by $11.2 million as compared to a $1.7 million decrease to operating income during fiscal 2014.

Foreign Currency Hedges

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

Indian Rupee- foreign currency forward contracts to hedge approximately 75% of our Indian Rupee exposure through the second quarter of fiscal 2018.


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 fourth quarter of fiscal 2016.

As of August 31, 2015, the gross notional value of foreign exchange contracts to purchase Indian Rupees with U.S. dollars was Rs. 4.0 billion. The gross notional value of foreign exchange contracts 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 million. There were no other outstanding foreign exchange forward contracts as of August 31, 2015. A loss on derivatives of $0.6 million was recorded into operating income during fiscal 2015, compared to a loss of $0.3 million a year ago.

Off-Balance Sheet Arrangements

At August 31, 20132015 and 2012,2014, 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

During fiscal 2013, we repurchased 3.4 million shares for $327.3 million under the existing share repurchase program compared to 1.6 million shares for $152.7 million during fiscal 2012.

On May 14, 2013,December 15, 2014, our Board of Directors approved a $200$300 million expansion of the existing share repurchase program. Including the expansion, $62.4 million remains authorized for future share repurchases at August 31, 2013. Repurchases maywill 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 usingfrom existing and future cash generated by operations.

 

During fiscal 2015, we repurchased 1.7 million shares for $252.8 million under the existing share repurchase program as compared to 2.5 million shares for $275.4 million during fiscal 2014. Including the expansion, $134.2 million remains authorized for future share repurchases as of August 31, 2015.

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.

 

The following table summarizes our significant contractual obligations as of August 31, 20132015 and the corresponding effect that these obligations will have on our liquidity and cash flows in future periods (in thousands)millions):

 

 

  

Payments due by period

 
  

2014

   2015-2016   2017-2018  

2019 and thereafter

  

Total

 

Operating lease obligations(1)

 $27,662  $41,305  $31,793  $29,092  $129,852 

Purchase commitments(2)

  48,611   1,568   -   -   50,179 

Deferred rent and other non-current liabilities

  22,334   -   -   -   22,334 

Total by period

 $98,607  $42,873  $31,793  $29,092  $202,365 

Non-current taxes payable and deferred taxes(3)

                  7,831 

Total contractual obligations

                 $210,196 
  

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 

 

(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 our operating leases, see Note 1618, Commitments and Contingencies, in the Notes to the Company’s Consolidated Financial Statements.Statements included in Item 8.

 

(2)

Purchase obligationscommitments represent payment due in future periods in respect of commitmentsobligations to our various data vendors as well as commitments to purchase goods and services such as telecommunication and computer maintenance services.

 

(3)

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

(4)

Non-current income taxes payable of $5.4$6.8 million and non-current deferred tax liabilities of $2.4$1.7 million have been included onlyexcluded in the total column in the preceding table above due to uncertainty regarding the timing of future payments. Non-current income taxes payable include uncertain tax positions (see Note 15 to the Consolidated Financial Statements).

 

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 uponagreed-upon amounts for any of our obligations.

 

 

  

As disclosed earlier in theCapital Resources section of this MD&A, we borrowed $35.0 million in the form of a Eurodollar rate loan 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.

Dividends

On May 14, 2013,12, 2015, our Board of Directors approved a 13%12.8% increase in ourthe regular quarterly dividend, beginning with the dividend payment in June 2013 of $0.352015 which was $0.44 per share, or $1.40$1.76 per share per annum. This is the eighth10th consecutive year that our annual dividend has been increased by more than 10%, resulting in a five year annual dividend growth rate of 14%. With our dividends and share repurchases, in the aggregate, we have returned $322.8 million to stockholders over the past 12 months.

 

During fiscal years 20132015 and 2012,2014, 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 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

August 8, 2012

 $0.31 

Regular (cash)

August 31, 2012

 $13,727 

September 18, 2012

May 8, 2012

 $0.31 

Regular (cash)

May 31, 2012

 $13,893 

June 19, 2012

February 14, 2012

 $0.27 

Regular (cash)

February 29, 2012

 $12,085 

March 20, 2012

November 10, 2011

 $0.27 

Regular (cash)

November 30, 2011

 $12,181 

December 20, 2011

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 determination by our Board of Directors.

 

SignificantAccounting 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.

 

Revenue Recognition and Receivable Reserves

Our revenues are derived from month-to-month subscriptions to services such as workstations (also referred to as users), content and applications. Subscription revenue is earned each month as the service is rendered to clients on a monthly basis. Revenue is recognized 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.

Accounts receivable are unsecured and are derived from revenues earned from clients located around the globe. We perform ongoing credit evaluations of our clients and do not require collateral. We maintain reserves for potential write-offs and these losses have historically been within expectations. Aged client receivables are analyzed each month and our collection efforts are directed accordingly. We review recent history of client receivable write-offs, analyze trends in aged client receivables and general market conditions to estimate our accounts receivable reserve. At August 31, 2013 and 2012, the receivable reserve was $1.6 and $1.8 million, respectively.Business Combinations

 

Accrued Compensation

We make significant estimates in determining our accrued compensation. Approximately 15-20% of our employee incentive compensation programs are discretionary. We conduct a final review of Company 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 quarterly and adjusting accrual rates as appropriate. The amount of the variable employee compensation recorded within accrued compensation as of August 31, 2013 was $35.2 million compared $35.9 million as of August 31, 2012.

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, includes 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.

 

 

 

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 activities(Section 199)deductions. Our annual effective tax rate was 26.7%, 31.3% and 28.4% in fiscal 2013, 2012, and 2011, 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 and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the financial statements.

As of August 31, 2013, we have gross unrecognized tax benefits totaling $5.4 million, including $1.0 million of accrued interest, recorded as non-current taxes payable in 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 Statement 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 tax 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 tax 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 lower earnings than anticipated in countries that have lower tax rates and higher earnings than anticipated in countries that have higher tax rates; by changes in the valuation of our deferred tax assets and liabilities; by expiration of or lapses in the R&D tax credit laws; by transfer pricing adjustments including the post-acquisition integration of purchased intangible assets from certain acquisitions; by tax effects of nondeductible compensation; by tax costs related to intercompany realignments; or by 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.

Performance-based Equity Awards

We have an employee stock-based compensation plan, which allows for the issuance of performance-based equity awards 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 the number of stock options that vest will be predicated on us achieving these levels.


November 2010 Annual Employee Performance-based Option Grant Review

In November 2010, we granted 734,334 performance-based employee stock options. None of these performance-based stock However, there is no current guarantee that such options vested because we did not achieve certain performance levels for both organic ASV and diluted earnings per share during the two fiscal years ended August 31, 2012. This reflected a lower performance level than previously estimated and accordingly decreased the number of options that will vest to zero, which required us to reverse $1.4 million of stock-based compensation during fiscal 2012. These performance-based options were recorded as forfeitures in fiscal 2012.

November 2011 Annual Employee Performance-based Option Grant Review

In November 2011, we granted 665,551 performance-based employee stock options. None of these performance-based stock options vested because we did not achieve certain performance levels for both organic ASV and diluted earnings per share during the two fiscal years ended August 31, 2013.These performance-based options were recorded as forfeitureswhole or in the fourth quarter of fiscal 2013.

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 vest is based on us achieving performance levels for both organic ASV and diluted earnings per share during the two fiscal years ended August 31, 2014. At August 31, 2013, we estimated that 20% or 202,302 of the performance-based stock options would vest which results in unamortized stock-based compensation expense of $3.6 million to be recognized over the remaining vesting period. However, a change in the actual financial performance levels achieved during fiscal 2014 could result in the following changes to the Company’s current estimate of the vesting percentage and related expense (in thousands):

Vesting

Percentage

 

Total Unamortized Stock-based

Compensation Expense at August 31, 2013

  

Cumulative Catch-up

Adjustment*

  

Average Remaining Quarterly

Expense to be Recognized

 

0%

 $0  $(1,192) $0 

20%

 $3,556  $0  $213 

60%

 $10,668  $2,384  $639 

100%

 $17,780  $4,768  $1,065 

* Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2013.part.

 

July 2012 Performance-based Option Grant Review

In July 2012, we granted 241,546 performance-based employee stock options, which are eligible to vest in 20% tranches depending upon future StreetAccount user growth through August 31, 2017. During the fourth quarter of fiscal 2013, the StreetAccount business accelerated to achieve the first usage growth target established onas outlined within the dateterms of the grant was achieved, thus the first 20% or 48,314 options vested on August 31, 2013. In addition, due toThe second 20% tranche vested on August 31, 2014 as a result of accelerated expansion of Street Account users during fiscal 2014. During the accelerated fourth quarter of fiscal 2015, the third growth and forecasted future usage growth,target was achieved, thus the third 20% tranche vested on August 31, 2015. As of August 31, 2015, we estimatedestimate that the secondfourth 20% tranche will vest by August 31, 2017. This reflected a higher performance level than previously estimated and accordingly increased the number of options that will vest to a total 40%, which required us to record a pre-tax stock-based compensation charge of $2.6 million in the fourth quarter of fiscal 2013. The change in estimate also results2017, resulting in unamortized stock-based compensation expense of $1.2$0.6 million to be recognized over the remaining vesting period of 4.02.0 years. A change, up or down, in the actual financial performance levels achieved by StreetAccount in future fiscal years could result in the following changes to the current estimate of the vesting percentage and related expense (in thousands):

 

Vesting

Tranche

 

Cumulative

Catch-up Adjustment**

  

Remaining Expense

to be Recognized

 

First 20%*

 

n/a

  

n/a*

 

Second 20%

 $(361) $0 

Third 20%

 $448  $2,391 

Fourth 20%

 $848  $3,591 

Fifth 20%

 $1,358  $4,681 

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 

* The first 20% of the grant vested during fiscal 2013, and as such, there is no remaining expense to be recognized as of August 31, 2013.

** Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2013.2015. 

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. 

 

Market MetricsOther Performance-based Option GrantGrants

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 the Market Metrics business in June 2010, we granted 746,415 performance-based stock options, which wouldMatrix will vest only if accelerated stretch revenueASV and operating margin targets were achieved related to the Market MetricsMatrix business are met during a five year measurement period ending December 23, 2018, and the option holders remain employed by us. These options vested in the second quarter of fiscal 2013 when the Market Metrics business accelerated to achieve the stretch revenue growth targets established on the date of grant, resulting in a pre-tax stock-based compensation charge of $15.7 million. The pre-tax stock-based compensation charge of $15.7 million, recorded in the second quarter of fiscal 2013, was equal to the grant-date fair value of the stock options awarded at the time of the acquisition and represented a cumulative adjustment from a change in the vesting based on achieving the accelerated revenue targets.FactSet. As of August 31, 2013, none2015 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 remain unvested.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.

 

 

  

Other Performance-based Option GrantsAccrued Compensation

We granted 229,635 performance-basedmake significant estimates in determining our accrued compensation. Approximately 15% of our total employee stock options between January 2011compensation is variable and July 2011 that vest based on achieving certain ASV targets. Of this total, 133,958 vested during fiscal 2012, 53,285 vested during fiscal 2013discretionary. We conduct a final review of Company and 9,301 were forfeited duedepartmental individual performance each year end to determine the amount of discretionary employee terminations. Atcompensation. 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 quarterly and adjusting accrual rates as appropriate. The amount of the variable employee compensation recorded within accrued compensation was $38.6 million and $37.3 million as of August 31, 2013, we estimate that 7,964 of these performance-based stock options will vest based on forecasted ASV growth, resulting in unamortized stock-based compensation expense of $0.1 million to be recognized over the remaining vesting period. The remaining 25,127 performance-based stock options outstanding are expected to be forfeited.2015 and 2014, 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, 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, there have been no long-lived asset impairment charges for each of the last three years. The carrying value of long-lived assets as of August 31, 2013,2015 and 2014 was $65.4 million.$59.3 million and $57.6 million, respectively.

 

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

Intangible assets consist of certain acquired content databases, client relationships, software technology, non-compete agreements

We are required to test goodwill 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 ofother intangible assets subjectfor impairment annually, or more frequently if impairment indicators occur. The impairment test requires management to amortization are evaluated quarterlymake judgments in connection with identifying reporting units, assigning assets and liabilities to determine whether eventsreporting units, assigning goodwill 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 ofother indefinite-lived intangible assets subject to amortization during any of the periods presented. These intangible assets have no assigned residual values as of August 31, 2013reporting units and 2012. 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 exceedsdetermining the fair value of the asset. No impairment of intangible assetseach reporting unit. FactSet has been identified during any of the periods presented. The carrying value of intangible assets as of August 31, 2013 and 2012 was $36.2 million and $43.4 million, respectively. Our ongoing consideration of the recoverability could result in impairment charges in the future, which could adversely affect our results of operations.

Valuation of Goodwill

In September 2011, the FASB issued an accounting standard update intended to simplify how an entity tests goodwill for impairment. The guidance allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity no longer will be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. This accounting standard update became effective for us beginning in the first quarter of fiscal 2013, and its adoption did not have an impact on our consolidated financial statements because we did not elect to first assess qualitative factors, but performed the quantitative analysis instead.


We evaluate goodwill at the reporting unit level for impairment annually and whenever events or changes in circumstances indicate the carrying value of the goodwill may not be recoverable. We complete our impairment evaluation by performing internal valuation analyses and consider other publicly available market information. We determined that there were three reporting units, during fiscal years 2013, 2012 and 2011, which are consistent with ourthe operating segments becausereported as there is no discrete financial information available for the subsidiaries within each operating segment. OurThe reporting units evaluated for potential impairment during fiscal years 2013, 2012 and 2011 were the U.S., Europe and Asia Pacific, which reflects the level of internal reporting we use to manage our business and operations. We performed our annual goodwill impairment test during the fourth quarter of fiscal years 2013, 2012 and 2011 and determined that there were no reporting units that were deemed at risk and there had been no impairment. The carrying value of goodwill as of August 31, 2013 and 2012 was $244.6 million and $245.8 million, respectively.

 

We determine faircomplete 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 using theof discounted cash flows, model.and, if impaired, written down to fair value based on discounted cash flows. This analysis contains uncertainties becauseas it requires management to make assumptions and to 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. Our annual effective tax rate was 27.8%, 30.3% and 26.7% in fiscal 2015, 2014 and 2013, 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, we have 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. 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 Statement 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 consolidated financial statementsCompany’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 foreign currency and interest rate fluctuations. Major equity indices continue to experience volatility. Approximately 81.6%82.5% of our annual subscription valueASV 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 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.

 

Our investment banking clients whothat perform M&A advisory work, provide capital markets services and equity research, account for approximately 18.4%17.5% of our annual subscription value.ASV. A significant portion of these revenues relate to services deployed by large, bulge bracket banks. Credit continues to impact many of the large banking clients due to the amount of leverage deployed in past operations. Clients could encounter similar problems. A lack of confidence in the global banking system could cause declines in merger and acquisitions 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 equity research and M&A departments.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 created by other departments.

 

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, forecast 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 include statements about our strategy for growth, product development, market position, subscriptions and expected expenditures and financial results. Forward-looking statements may be identified by words like “expects,” “anticipates,” “plans,” “intends,” “projects,” “should,” “indicates,” “continues,” “ASV,” “subscriptions,” “believes,” “estimates,” “may” and similar expressions. In addition, any 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, actual results may differ materially from what is expressed or forecasted in such forward-looking statements. We will publicly update forward-looking statements as a result of new information or future events in accordance with applicable Securities and Exchange Commission regulations.

 

 

  

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 to reflect actual results or future events or circumstances.

 

Dividend PaymentBusiness Outlook

On August 15, 2013, a regular quarterly dividend of $0.35 per share was announced. The cash dividend of $15.2 million was paid on September 17, 2013, to common stockholders of record on August 31, 2013 using our existing cash generated by operations.

Business Outlook

The following forward-looking statements reflect our expectations as of September 17, 2013.October 16, 2015. Given the number of risk factors, uncertainties and assumptions discussed below, 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 20142016 Expectations (includes the impact from the acquisition of Portware, which was completed on October 16, 2015)

 

 

-

Revenues are expected to range between $222$270 million and $225$274 million.

 

 

-

Operating margin is expected to range between 33.0%32.0% and 34.0%33.0%.

 

 

-

The annual effective tax rate is expected to range between 28.5%31.0% and 29.5%32.0% and assumes the U.S. Federal R&D tax credit will not be re-enactedreenacted by the end of the first quarter of fiscal 2014.2016.

 

 

-

Diluted EPS should range between $1.21$1.44 and $1.24, the midpoint of the range represents 10% growth over last year's first quarter. Diluted EPS assumes$1.46.

-

The lapse in the U.S. Federal R&D tax credit will be re-enacted.on December 31, 2014, reduced each end of the diluted EPS range by $0.02 compared to the recently completed fourth quarter. If the U.S. Federal R&D tax credit is not re-enacted first quarter'sby November 30, 2015, diluted EPS willwould 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 reduced by $0.03.retroactively applied to previous periods.

Dividend Payment

On August 10, 2015, we declared a regular quarterly dividend 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.


 

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, 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. Our non-U.S. dollar denominated revenues expected to be recognized over the next twelve months are estimated to be $15$30.7 million while our non-U.S. dollar denominated expenses are $169estimated to be $205.4 million, which translates into a net foreign currency exposure of $154 million per year.$174.7 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.

 

As of August 31, 20132015, we maintainmaintained the following foreign currency forward contracts to hedge our foreign currency exposure:

Indian Rupee- foreign currency forward contracts to hedge approximately 75% of our Indian Rupee exposure through the second quarter of fiscal 2018.

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 fourth quarter of fiscal 2016.

As of our Indian Rupee exposure through the end of the second quarter of fiscal 2016, 40% of our net British Pound exposure through the end of the second quarter of fiscal 2014 and 50% of our Philippines Peso exposure through the end of fiscal 2014. We are required to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. At August 31, 20132015, the gross notional principal and fair value of foreign exchange contracts to purchase Indian Rupees with U.S. dollars was Rs.2.9 billion and ($7.7) million, respectively. At August 31, 2013 theRs.4.0 billion. The gross notional principal and fair value of foreign exchange contracts to purchase British PoundsPound Sterling with U.S. dollars was £6.8 million and $0.1 million, respectively. At August 31, 2013 the£10.5 million. The gross notional principal and fair value of foreign exchange contracts to purchase Philippine PesosEuros with U.S. dollars was Php515.9 million and ($0.2) million, respectively.€18.1 million.

There were no other outstanding foreign exchange forward contracts at August 31, 2015. A loss on derivatives of $1.0$0.6 million was recorded into operating income duringin fiscal 2013 and 2012, respectively.2015, compared to a loss of $0.3 million a year ago. 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.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, 2013.2015. If the U.S. dollar had been 10% weaker, the fair value of outstanding foreign currency forward contracts would have increased by $5.5$8.6 million, which would have had an immaterial impact on our consolidated balance sheet. Such a change in fair value of our financial instruments would be substantially offset by changes in our expense base. Had we not had any hedges in place as of August 31, 2013,2015, a hypothetical 10% weaker U.S. dollar against all foreign currencies from the quoted foreign currency exchange rates at August 31, 2013,2015, would result in a decrease in operating income by $14.8$15.2 million over the next twelve months. A hypothetical 10% weaker U.S. dollar against all foreign currencies at August 31, 20132015 would increase the fair value of total assets by $29.0$28.4 million and equity by $26.4$25.6 million.

 


Interest Rate Risk

The fair market value of our cash and investments at August 31, 20132015 was $209.4$182.4 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 certificates of deposits with original maturities greater than three months, but less than one year and, as such, are classified as investments (short-term) on our consolidated balance sheet. 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.

 

As of August 31, 2015, the fair value of our long-term debt was $35.0 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.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Index to Consolidated Financial Statements 

 

  

Page

Consolidated Financial Statements:

  

Management’s Statement of Responsibility for Financial Statements

  

4445

Management’s Report on Internal Control over Financial Reporting

  

4445

ReportReports of Independent Registered Public Accounting FirmFirms

  

4546-48

Consolidated Statements of Income for the years ended August 31, 2013, 20122015, 2014 and 20112013

  

4649

Consolidated Statements of Comprehensive Income for the years ended August 31, 2013, 20122015, 2014 and 20112013

  

4750

Consolidated Balance Sheets at August 31, 20132015 and 20122014

  

4851

Consolidated Statements of Cash Flows for the years ended August 31, 2013, 20122015, 2014 and 20112013

 

4952

Consolidated Statements of Changes in Stockholders’ Equity for the years ended August 31, 2013, 20122015, 2014 and 20112013

  

5053

Notes to the Consolidated Financial Statements

  

5154

Financial Statement Schedule:

  

Schedule II – Valuation and Qualifying Accounts

  

8187

  

 

 

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, 20132015 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 met with the committee, with and without management present.

 

Management’sManagement’s Report on Internal Control overover Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of its internalfor FactSet. Internal control over financial reporting based on criteria establishedis a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in the framework inaccordance with generally accepted accounting principles. Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation, the Company’s management concluded that its internal control over financial reporting was effectiveincludes 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 August 31, 2013. PricewaterhouseCoopers LLP, an independent registered publicfinancial statements in accordance with generally accepted accounting firm, has auditedprinciples and that receipts and expenditures of the effectivenessCompany are being made only in accordance with authorizations of FactSet’s internal control over financial reportingmanagement and has issueddirectors 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 reportmaterial effect on the Company’s internal control over financial reporting as of August 31, 2013, which is included in their report on the following page.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. 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.

  
  

/s/ PHILIP A. HADLEYF.PHILIPSNOW

/s/ MAURIZIO NICOLELLIMAURIZIONICOLELLI

  

F. Philip A. HadleySnow

Maurizio Nicolelli

Chairman of the Board of Directors and Chief Executive Officer

Senior Vice President, and Chief Financial Officer

(Principal Executive Officer)

(Principal Financial Officer)

October 30, 20132015

October 30, 20132015

  

 

 

Report of Independent Registered Public Accounting Firm

 

To theThe Board of Directors and Stockholders of FactSet Research Systems Inc.

 

In our opinion, the consolidated financial statements listed inWe have audited the accompanying index present fairly, in all material respects, the financial positionconsolidated balance sheets of FactSet Research Systems Inc. and its subsidiaries (the “Company”) atas of August 31, 20132015 and 2012,2014, and the resultsrelated consolidated statements of their operationsincome, comprehensive income, stockholders' equity and their cash flows for each of the threetwo years in the period ended August 31, 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion,2015. Our audits also included the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2013, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for theseIndex at Item 8. These financial statements and financial statement schedule for maintaining effective internal control over financial reporting and for its assessmentare the responsibility of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting.Company's management. Our responsibility is to express opinionsan opinion on these financial statements on the financial statementand schedule and on the Company's internal control over financial reporting based on our integrated audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditsaudit to obtainreasonable assurance about whether the financial statements are free of material misstatementmisstatement. 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, in all material respects, the consolidated financial position of FactSet Research Systems Inc. at August 31, 2015 and 2014, and 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.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), 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), and our report dated October 30, 2015 expressed an unqualified opinion thereon.

/s/ ERNST& YOUNG LLP

Stamford, Connecticut

October 30, 2015


Report of Independent Registered Public Accounting Firm

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.’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’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also includedrisk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provideaudit provides a reasonable basis for our opinions.opinion.

 

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 (i)(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; (ii)(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 (iii)(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, FactSet Research Systems Inc. maintained, in all material respects, effective internal control over financial reporting as of August 31, 2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of FactSet Research Systems Inc. as of August 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the two years in the period ended August 31, 2015 of FactSet Research Systems Inc. and our report dated October 30, 2015 expressed an unqualified opinion thereon.

 

/s/ PRICEWATERHOUSECOOPERSERNST& YOUNG LLP

 

PricewaterhouseCoopers LLP

Stamford, Connecticut

October 30, 20132015

 

 

 

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's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

Stamford, Connecticut

October 30, 2013 


Consolidated Statements of Income

(In thousands, except per share data)

 

Years Ended August 31,

 

2013

  

2012

  

2011

  

2015

  

2014

  

2013

 

Revenues

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

Operating expenses

                        

Cost of services

  306,379   275,537   244,623   405,339   353,686   306,379 

Selling, general and administrative

  282,314   257,266   243,552   269,511   264,430   282,314 
            

Total operating expenses

  588,693   532,803   488,175   674,850   618,116   588,693 
                        

Operating income

  269,419   272,990   238,335   331,918   302,219   269,419 

Other income

  1,491   1,715   623   1,836   1,245   1,491 
                        

Income before income taxes

  270,910   274,705   238,958   333,754   303,464   270,910 

Provision for income taxes

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

Net income

 $198,637  $188,809  $171,046  $241,051  $211,543  $198,637 
                        

Basic earnings per common share

 $4.53  $4.22  $3.72  $5.80  $4.98  $4.53 

Diluted earnings per common share

 $4.45  $4.12  $3.61  $5.71  $4.92  $4.45 
                        

Weighted average common shares (Basic)

  43,890   44,784   45,953   41,572   42,436   43,890 

Weighted average common shares (Diluted)

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

 

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

 

 

 

Consolidated Statements of Comprehensive Income

(In thousands)

 

Years Ended August 31,

 

2013

  

2012

  

2011

  

2015

  

2014

  

2013

 

Net income

 $198,637  $188,809  $171,046  $241,051  $211,543  $198,637 
                        

Other comprehensive income (loss), net of tax

            

Other comprehensive (loss) income, net of tax

            

Net unrealized (loss) gain on cash flow hedges*

  (3,296)  (2,141)  828   (868)  5,357   (3,296)

Foreign currency translation adjustments

  (5,151)  (14,925)  14,897   (25,263)  7,895   (5,151)

Other comprehensive (loss) income

  (8,447)  (17,066)  15,725   (26,131)  13,252   (8,447)
                        

Comprehensive Income

 $190,190  $171,743  $186,771 

Comprehensive income

 $214,920  $224,795  $190,190 

 

* The unrealized (loss) gain on cash flow hedges disclosed above was net of tax benefit (expense) of $1,965, $1,283$512, ($3,193) and ($500)$1,965 for the fiscal years ended August 31, 2013, 20122015, 2014 and 2011,2013, respectively.

 

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

 

 

 

Consolidated Balance Sheets

(In thousands, except share data)

 

At August 31,

 

2013

  

2012

  

2015

  

2014

 

CURRENT ASSETS

        

CURRENT ASSETS

        

Cash and cash equivalents

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

Investments

  12,725   13,919   23,497   20,008 

Accounts receivable, net of reserves of $1,644 and $1,830 at August 31, 2013 and 2012, respectively

  73,290   74,251 

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

  95,064   90,354 

Prepaid taxes

  16,937   2,485   4,808   6,532 

Deferred taxes

  2,803   5,085   2,105   1,841 

Prepaid expenses and other current assets

  15,652   14,341   19,786   14,662 

Total current assets

  318,034   299,125   304,174   249,775 
        

LONG-TERM ASSETS

                

Property, equipment and leasehold improvements, at cost

  192,338   189,546   213,279   201,713 

Less accumulated depreciation and amortization

  (126,967)  (113,016)  (154,015)  (144,072)

Property, equipment and leasehold improvements, net

  65,371   76,530   59,264   57,641 

Goodwill

  244,573   245,791   308,287   285,608 

Intangible assets, net

  36,223   43,371   40,052   41,855 

Deferred taxes

  22,023   23,113   20,599   22,377 

Other assets

  3,973   6,213   4,295   5,956 

TOTAL ASSETS

 $690,197  $694,143  $736,671  $663,212 
                

CURRENT LIABILITIES

                

Accounts payable and accrued expenses

 $29,864  $27,680  $33,880  $26,971 

Accrued compensation

  40,137   41,274   44,916   42,481 

Deferred fees

  29,319   30,495   38,488   36,504 

Deferred taxes

  562    

Taxes payable

  3,769      3,755   5,036 

Dividends payable

  15,164   13,727   18,179   16,299 

Total current liabilities

  118,253   113,176   139,780   127,291 
                

NON-CURRENT LIABILITIES

                

Long-term debt

  35,000    

Deferred taxes

  2,396   2,593   1,697   2,921 

Taxes payable

  5,435   5,464   6,776   5,501 

Deferred rent and other non-current liabilities

  22,334   20,646   21,834   16,417 

TOTAL LIABILITIES

 $148,418  $141,879  $205,087  $152,130 
                

Commitments and contingencies (See Note 16)

        
        

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, 48,110,740 and 45,599,754 shares issued; 43,324,410 and 44,279,214 shares outstanding at August 31, 2013 and 2012, respectively

  481   456 

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

  326,869   137,569   542,355   413,754 

Treasury stock, at cost: 4,786,330 and 1,320,540 shares at August 31, 2013 and 2012, respectively

  (454,917)  (122,749)

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

  700,519   559,714   1,021,651   849,504 

Accumulated other comprehensive loss

  (31,173)  (22,726)  (44,052)  (17,921)
        

TOTAL STOCKHOLDERS’ EQUITY

  541,779   552,264   531,584   511,082 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 $690,197  $694,143  $736,671  $663,212 

 

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

 

 

 

Consolidated Statements of Cash Flows

(In thousands)

 

Years Ended August 31,

 

2013

  

2012

  

2011

  

2015

  

2014

  

2013

 

CASH FLOWS FROM OPERATING ACTIVITIES

                        

Net income

 $198,637  $188,809  $171,046  $241,051  $211,543  $198,637 

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

                        

Depreciation and amortization

  35,779   33,779   36,847   31,349   34,435   35,779 

Stock-based compensation expense

  39,951   21,982   25,773   26,371   22,891   39,951 

Deferred income taxes

  3,175   (3,760

)

  (1,806

)

  (969

)

  (1,028

)

  3,175 

Gain on sale of assets

  (26)  -   (22

)

  (34

)

  (62

)

  (26

)

Tax benefits from share-based payment arrangements

  (25,225

)

  (11,159

)

  (18,331

)

  (28,948

)

  (11,955

)

  (25,225

)

Changes in assets and liabilities, net of effects of acquisition

            

Changes in assets and liabilities, net of effects of acquisitions

            

Accounts receivable, net of reserves

  859   2,083   (15,311

)

  (4,300

)

  (13,299

)

  859 

Accounts payable and accrued expenses

  3,355   9   715   8,123   (2,903

)

  3,355 

Accrued compensation

  (776)  519   (7,882

)

  3,516   1,953   (776

)

Deferred fees

  (1,107

)

  (2,573

)

  3,219   53   3,594   (1,107

)

Taxes payable, net of prepaid taxes

  13,498   4,209   20,387   30,437   23,309   13,498 

Prepaid expenses and other assets

  2,105   (445

)

  (6,579

)

  (4,523

)

  (1,535

)

  2,105 

Deferred rent and other non-current liabilities

  (2,846

)

  (905

)

  (483

)

  4,322   (1,672

)

  (2,846

)

Other working capital accounts, net

  2,430   (583

)

  (437

)

  (6

)

  (248

)

  2,430 
                        

Net cash provided by operating activities

  269,809   231,965   207,136   306,442   265,023   269,809 
                        

CASH FLOWS FROM INVESTING ACTIVITIES

                        

Acquisition of business, net of cash acquired

  (705

)

  (21,329

)

   

Acquisition of businesses, net of cash acquired

  (34,758

)

  (46,873

)

  (705

)

Purchases of investments

  (15,613

)

  (15,000

)

     (24,264

)

  (20,415

)

  (15,613

)

Proceeds from sales of investments

  14,423         19,827   14,323   14,423 

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

  (18,517

)

  (22,520

)

  (29,343

)

  (25,682

)

  (17,743

)

  (18,517

)

                        

Net cash used in investing activities

  (20,412

)

  (58,849

)

  (29,343

)

Net cash used in investing activities

  (64,877

)

  (70,708

)

  (20,412

)

                        

CASH FLOWS FROM FINANCING ACTIVITIES

                        

Dividend payments

  (56,002

)

  (49,983

)

  (43,949

)

  (66,551

)

  (61,007

)

  (56,002

)

Repurchase of common stock

  (332,168

)

  (153,641

)

  (216,584

)

  (256,217

)

  (279,829

)

  (332,168

)

Proceeds from debt

  35,000       

Debt issuance costs

  (32

)

      

Proceeds from employee stock plans

  124,537   33,747   43,079   71,526   52,152   124,537 

Tax benefits from share-based payment arrangements

  25,225   11,159   18,331   28,948   11,955   25,225 
                        

Net cash used in financing activities

  (238,408

)

  (158,718

)

  (199,123

)

  (187,326

)

  (276,729

)

  (238,408

)

                        

Effect of exchange rate changes on cash and cash equivalents

  (3,406

)

  (7,039

)

  7,274   (11,703

)

  2,165   (3,406

)

Net increase (decrease) in cash and cash equivalents

  7,583   7,359   (14,056

)

  42,536   (80,249

)

  7,583 

Cash and cash equivalents at beginning of year

  189,044   181,685   195,741   116,378   196,627   189,044 
                        

Cash and cash equivalents at end of year

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

Supplemental Disclosure of Cash Flow Information

                        

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

 $45,732  $73,219  $36,869  $64,750  $67,152  $53,153 
                        

Supplemental Disclosure of Non-Cash Transactions

                        

Dividends declared, not paid

 $15,164  $13,727  $12,165  $18,179  $16,299  $15,164 

Stock issued for acquisition of business

 $  $3,974  $  $2,991  $  $ 
            

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,

 

2013

  

2012

  

2011

  

2015

  

2014

  

2013

 

COMMON STOCK

                        

Balance, beginning of year

 $456  $614  $601  $491  $481  $456 

Common stock issued for employee stock plans

  25   9   13   12   10   25 

Retirement of treasury stock

     (167

)

   
            

Balance, end of year

 $481  $456  $614  $503  $491  $481 
                        

ADDITIONAL PAID-IN CAPITAL

                        

Balance, beginning of year

 $137,569  $432,538  $344,144  $413,754  $326,869  $137,569 

Common stock issued for employee stock plans

  124,124   33,383   44,290   72,381   52,039   124,124 

Stock-based compensation expense

  39,951   21,982   25,773   26,371   22,891   39,951 

Tax benefits from share-based payment arrangements

  25,225   11,159   18,331   28,948   11,955   25,225 

Stock issued for acquisition of business

     (11

)

     901       

Retirement of treasury stock

     (361,482

)

   
            

Balance, end of year

 $326,869  $137,569  $432,538  $542,355  $413,754  $326,869 
                        

TREASURY STOCK

                        

Balance, beginning of year

 $(122,749

)

 $(824,382

)

 $(607,798

)

 $(734,746

)

 $(454,917

)

 $(122,749

)

Repurchase of common stock, including stock swaps

  (327,454

)

  (152,933

)

  (216,584

)

Repurchases of common stock

  (253,076

)

  (275,415

)

  (327,454

)

Stock issued for acquisition of business

     3,985      2,090       

Purchase of common stock upon restricted stock vesting

  (4,714

)

  (354

)

   

Retirement of treasury stock

     850,935    
            

Purchases of common stock upon restricted stock vesting

  (3,141

)

  (4,414

)

  (4,714

)

Balance, end of year

 $(454,917

)

 $(122,749

)

 $(824,382

)

 $(988,873

)

 $(734,746

)

 $(454,917

)

                        

RETAINED EARNINGS

                        

Balance, beginning of year

 $559,714  $912,078  $786,844  $849,504  $700,519  $559,714 

Net income

  198,637   188,809   171,046   241,051   211,543   198,637 

Dividends

  (57,832

)

  (51,887

)

  (45,812

)

  (68,904

)

  (62,558

)

  (57,832

)

Retirement of treasury stock

     (489,286

)

            
                        

Balance, end of year

 $700,519  $559,714  $912,078  $1,021,651  $849,504  $700,519 
                        

ACCUMULATED OTHER COMPREHENSIVE LOSS

                        

Balance, beginning of year

 $(22,726

)

 $(5,660

)

 $(21,385

)

 $(17,921

)

 $(31,173

)

 $(22,726

)

Foreign currency translation adjustments

  (5,151

)

  (14,925

)

  14,897   (25,263

)

  7,895   (5,151

)

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

  (3,296

)

  (2,141

)

  828   (868

)

  5,357   (3,296

)

            

Balance, end of year

 $(31,173

)

 $(22,726

)

 $(5,660

)

 $(44,052

)

 $(17,921

)

 $(31,173

)

                        

TOTAL STOCKHOLDERS’ EQUITY

                        

Balance, beginning of year

 $552,264  $515,188  $502,406  $511,082  $541,779  $552,264 

Net income

  198,637   188,809   171,046   241,051   211,543   198,637 

Common stock issued for employee stock plans

  124,149   33,392   44,303   72,393   52,049   124,149 

Purchase of common stock upon restricted stock vesting

  (4,714

)

  (354

)

   

Purchases of common stock upon restricted stock vesting

  (3,141

)

  (4,414

)

  (4,714

)

Stock-based compensation expense

  39,951   21,982   25,773   26,371   22,891   39,951 

Tax benefits from share-based payment arrangements

  25,225   11,159   18,331   28,948   11,955   25,225 

Repurchase of common stock, including stock swaps

  (327,454

)

  (152,933

)

  (216,584

)

Repurchases of common stock

  (253,076

)

  (275,415

)

  (327,454

)

Foreign currency translation adjustments

  (5,151

)

  (14,925

)

  14,897   (25,263

)

  7,895   (5,151

)

Stock issued for acquisition of business

     3,974      2,991       

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

  (3,296

)

  (2,141

)

  828   (868

)

  5,357   (3,296

)

Dividends

  (57,832

)

  (51,887

)

  (45,812

)

  (68,904

)

  (62,558

)

  (57,832

)

            

Balance, end of year

 $541,779  $552,264  $515,188  $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 provider of integrated financial information and analytical applications to the global investment community. FactSet combines 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. These professionals include portfolio managers, research and performance analysts, risk managers, marketing professionals, sell-side equity research professionals, investment bankers and fixed income professionals. The Company’s applications provide users access to company analysis,and industry analyses, multicompany comparisons, industry analysis, company screening, portfolio analysis, predictive risk measurements, alphatesting, portfolio optimization and simulation, real-time news 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. The Company’s revenues are derived from subscriptions to services such as workstations, content and applications.

As of August 31, 2013, the Company employed 6,258 employees, an increase of 358 over the past three months and up 9.1% or 523 employees from a year ago. Of these employees, 1,888 were located in the U.S., 663 in Europe and 3,707 in Asia Pacific. Approximately 55% of FactSet employees are involved with content collection, 24% work in product development, software and systems engineering, another 18% conduct sales and consulting services and the remaining 3% provide administrative support.

 

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. Certain reclassification have been made to amounts for prior years in order to conform toThe Company has evaluated subsequent events through the current year’s presentation.date that the financial statements were issued.

 

The Company’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. 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 receivable reserves, accrued compensation, allocation of purchase price to acquired assets and liabilities, acquired,stock-based compensation, income taxes, stock-basedaccrued 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. 3.SUMMARY OF SIGNIFICANTACCOUNTING POLICIES

 

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

 

Revenue Recognition

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 ofto 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 accounts receivable, net of reserves. Amounts invoiced in advance or client payments that are in excess of earned subscription revenues are reflected on the Consolidated Balance Sheets as deferred fees. As of August 31, 2013,2015, the amount of accounts receivable that was unbilled totaled $3.3$4.0 million, which was billed in fiscal 2014.2016.

 

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 million and $1.8$1.7 million was recorded as of August 31, 20132015 and 2012,2014, respectively, in the Consolidated Balance Sheets as a reduction ofto accounts 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, computer maintenance and depreciation expenses 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.

 

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 share 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 consist of 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, 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, 20132015 or 2012.2014.

 

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 market 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 certificates of deposits with 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. These certificates of deposit are held for investment and are not debt securities. The Company’s investments are associated with its purchase of certificates of deposits in India with maturities ranging from nine months toof less than twelve months from the date of purchase. Interest income earned from the certificates of deposit during fiscal 2015, 2014 and 2013 and 2012 were $1.3$2.0 million, $1.2 million and $1.1$1.3 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 20132015 and 2012.2014.

 

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

Asset Retirement Obligations

An asset retirement obligation is recognized in the period in which sufficient information exists to determine the fair value of the liability with a corresponding increase to the carrying amount of the related property, plant and equipment which is then depreciated over its useful life. The liability is initially measured at discounted fair value and then accretion expense is recorded in each subsequent period. The Company’s asset retirement obligations are primarily associated with its build out of office space in London and Hong Kong where FactSet made significant leasehold improvements and is obligated to remove the leasehold improvements at the end of the lease term. The Company’s asset retirement obligations are not material to its consolidated financial statements.

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 StreetAccountCode Red businesses. Goodwill resulting from the acquisitions of LionShares, Mergerstat, TrueCourse, Derivative Solutions, Market Metrics, StreetAccount, Revere and StreetAccountMatrix are income tax-deductible based on the structure of the acquisition. On an ongoing basis, theThe Company evaluatesis required to test goodwill at the reporting unit level for indications of potential impairment.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.value based on discounted cash flows. FactSet has determined that there were three reporting units, during fiscal years 2013, 2012 and 2011, which are consistent with the operating segments reported becauseas 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 reflectsreflect the level of internal reporting the Company uses to manage its business and operations. The Company performed anits annual goodwill impairment test during the fourth quarter of fiscal 2015, consistent with the timing of previous years, 2013, 2012 and 2011 andat which time it was determined that there were no indications of impairment, with the fair value of each of the Company’s reporting units that were deemed at risk and there had been no impairment.significantly exceeding carrying value.

 

Intangible Assets

Intangible

FactSet’s identifiable intangible assets consist of certain acquired content databases, client relationships, software technology, non-compete agreements and trade names resulting from acquisitions, which have been fully integrated into the acquisitions of Mergerstat (M&A data), JCF (earnings and other estimates), TrueCourse (takeover defense intelligence), Derivative Solutions (fixed income), AlphaMetrics (research and performance evaluation networking tool), Global Filings (equity and fixed income prospectuses), DealMaven (investment banking workflow tool), Thomson Fundamentals (financial data), Market Metrics (market research data on advisor-sold investments and insurance products), and StreetAccount (financial news) and dependingCompany’s operations. Depending on the nature of the intangible asset, the identifiable intangible assets 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. These intangible assets have no assigned residual values. 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 periodsfiscal years presented.

 

Internal Use SoftwareAccrued Liabilities

Certain costs related to computer software developed or obtained for internal use are capitalized. FactSet capitalizes only those direct costs incurred during the application development and implementation stages for developing, purchasing or otherwise acquiring software solely to meet the Company’s internal needs. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the underlying software, three years or less. During fiscal 2013, 2012 and 2011, the Company capitalized $0.7 million, $0.9 million and $0.9 million, respectively of internal employee compensation costs associated with the application development and implementation stages for developing software for internal use only. In fiscal 2013, 2012 and 2011, FactSet recorded amortization expense related to capitalized software of $0.9 million, $0.9 million and $0.7 million, respectively.

Product Development

The Company capitalizes software development costs related to software to be sold, leased, or otherwise marketed. Software development costs are expensed as incurred until technological feasibility has been established, at which time such costs are capitalized until the product is available for general release to the public. Once the point of technological feasibility is reached, which is the completion of a working prototype that has been certified as having no critical bugs and is a release candidate or has alternative future uses, development costs are capitalized until the product is ready for general release. Research and product development costs not subject to capitalization are expensed as incurred. As of August 31, 2013 and 2012, there were no software development costs capitalized related to software to be sold, leased, or otherwise marketed.


Accrued Liabilities

Accrued liabilities include estimates relating to employee compensation, operating expenses and tax liabilities. Approximately 15-20%15% of the Company’s employee incentive compensation programs are discretionary. At the end of each fiscal year, FactSet conducts a final review of both Company and departmental individual performance within each fiscal year enddepartment 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, 20132015 and 2012,2014, was $35.2$38.6 million and $35.9$37.3 million, respectively.

 

Landlord Contributions for Leasehold ImprovementsDerivative Instruments

In conjunction with entering into leases for office space, the Company receives contributions from landlords toward leasehold improvements which are reported in the Accounts Payable and Accrued Expenses line item (current portion only) and the Deferred Rent and Other Non-Current Liabilities line item (non-current portion) of the Consolidated Balance Sheets. These contributions are amortized as a reduction to rent expense over the non-cancelable lease terms to which they pertain. During fiscal 2013, 2012 and 2011, cash contributions from landlords were $0.5 million, $1.5 million and $1.4 million, respectively.   

Derivative Instruments

FactSet conducts business outside the U.S. in several currencies including the Indian Rupee, Philippine Peso, British Pound Sterling, Euro and Japanese Yen, Indian Rupee and Philippine Peso.Yen. As such, it is exposed to movements in foreign currency exchange rates compared to the U.S. dollar. ToThe Company utilizes derivative instruments (foreign currency forward contracts) to manage the exposures related to the effects of foreign exchange rate fluctuations the Company utilizes derivative instruments (foreign currency forward contracts). The Company’s primary objective in holding derivatives is toand 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.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. The Company does not enter into foreign exchange forward contracts for trading or speculative purposes.

 


Foreign Currency Translation

Certain wholly owned subsidiaries within the EuropeEuropean and Asia Pacific segments operate under a functional currency different from the U.S. dollar, such as the British Pound Sterling, Euro, Japanese Yen, Indian Rupee and PhilippinesPhilippine 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 accumulated other comprehensive lossAOCL as a component of stockholders’ equity. The accumulated foreign currency translation loss totaled $26.3$43.7 million and $21.2$18.4 million at August 31, 20132015 and 2012,2014, respectively.

 

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. 

Income and Deferred Taxes

Income tax expense is based on taxable income determined in accordance with currentcurrently 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.

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 and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties areis classified as income tax expense in the financial statements. As of August 31, 2013,2015, the Company had gross unrecognized tax benefits totaling $5.4$6.8 million, including $1.0$1.3 million of accrued interest, recorded as non-current taxes payable in the Consolidated Balance Sheet.

 


Stock-Based Compensation

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 wereare 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.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. At the time treasury stock retirement is approved by FactSet’s Board of Directors, the Company’s accounting policy is to deduct its par value from common stock, reduce additional paid-in capital (“APIC”)APIC by the amount recorded in APIC when the stock was originally issued and any remaining excess of cost as a deduction 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.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 for the new accounting standard updates disclosed below, the new updates issued by the Financial Accounting Standards Board (“FASB”) during the last twothree fiscal years did not have an impact on the Company’s consolidated financial statements.


Presentation of Comprehensive Income

In June 2011, the FASB issued an accounting standard update to provide guidance on increasing the prominence of items reported in other comprehensive income. The guidance eliminated the option to present components of other comprehensive income as part of the statement of stockholders’ equity. Instead, it required that the total of comprehensive income, the components of net income and the components of other comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. FactSet adopted this accounting standard in the first quarter of fiscal 2013. Other than the change in presentation, the adoption did not have an impact on the Company’s consolidated financial statements.

Goodwill Impairment Testing

In September 2011, the FASB issued an accounting standard update intended to simplify how an entity tests goodwill for impairment. The guidance will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity no longer will be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. This accounting standard update became effective for FactSet beginning in the first quarter of fiscal 2013, and its adoption did not have an impact on the Company’s consolidated financial statements.

Fair Value Measurement and Disclosure Requirements

On September 1, 2011, FactSet adopted guidance issued by the FASB on disclosure requirements related to fair value measurements. The guidance requires the disclosure of roll-forward activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). Adoption of this new guidance did not have an impact on the Company’s consolidated financial statements. On March 1, 2012, FactSet adopted guidance issued by the FASB on accounting and disclosure requirements related to fair value measurements. The guidance is the result of joint efforts by the FASB and International Accounting Standards Board to develop a single, converged fair value framework on how to measure fair value and what disclosures to provide about fair value measurements. The most significant change in disclosures is an expansion of the information required for Level 3 measurements based on unobservable inputs. The adoption did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Standards or Updates Not Yet Effective

Balance Sheet Offsetting

In December 2011, the FASB issued an accounting standard update requiring enhanced disclosures about certain financial instruments and derivative instruments that are offset in the balance sheet or that are subject to enforceable master netting arrangements or similar agreements. In January 2013, the FASB issued a clarifying accounting standard update, which limited the scope of the previous guidance to only derivatives, repurchase type agreements and securities borrowing and lending transactions. These accounting standard updates are effective for FactSet beginning in the first quarter of fiscal 2014. Other than requiring additional disclosures, the adoption is not expected to have an impact on the Company’s consolidated financial statements as FactSet currently reports derivative assets and liabilities on a gross basis in the consolidated balance sheets.

Indefinite-lived Intangible Assets

In July 2012, the FASB issued an accounting standard update intended to simplify how an entity tests indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. This accounting standard update is effective for FactSet beginning in the first quarter of fiscal 2014 and is not expected to have an impact on the Company’s consolidated financial statements.

 

Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income

In February 2013, the FASB issued an accounting standard update to require reclassification adjustments from other comprehensive income to be presented either in the financial statements or in the notes to the financial statements. This accounting standard update isbecame effective for FactSet beginning in the first quarter of fiscal 2014 at which timeand the Company will include the required disclosures.

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 related to its investment 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 assets 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 on the Company’s consolidated financial statements.

Recent Accounting Standards or Updates Not Yet Effective

Reporting Discontinued Operations

In April 2014, 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 update which provides clarified principles for recognizing revenue arising from contracts with clients and supersedes 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 applying the revenue model to contracts within its scope, an entity will identify the contract with a client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. 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.


Going Concern

In August 2014, the FASB issued an accounting standard update that requires management to evaluate and disclose whether there are conditions and events that raise substantial doubt about an entity’s ability 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. 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.

Income Statement Presentation – Extraordinary and Unusual Items

In January 2015, the FASB issued an accounting standard update that eliminates from GAAP the concept of extraordinary items. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2017. The standard primarily involves presentation and disclosure and, therefore, is not expected to have a material 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 an 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, 2015 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.

 

(a) 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 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, 20132015 or 2012.2014.

((b) Assetsa) Assets 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, 20132015 and 20122014 (in thousands):

  

Fair Value Measurements at Reporting Date Using

 

August 31, 2013

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets

                

Corporate money market funds(1)

 $156,693  $-  $-  $156,693 

Certificates of deposit(2)

  -   12,725   -   12,725 

Total assets measured at fair value

 $156,693  $12,725  $-  $169,418 
                 

Liabilities

                

Derivative instruments(3)

 $-  $7,740  $-  $7,740 

Total liabilities measured at fair value

 $-  $7,740  $-  $7,740 

 

 

Fair Value Measurements at Reporting Date Using

  

Fair Value Measurements at Reporting Date Using

 

August 31, 2012

 

Level 1

  

Level 2

  

Level 3

  

Total

 

August 31, 2015

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets

                                

Corporate money market funds(1)

 $160,169  $-  $-  $160,169  $89,443  $  $  $89,443 

Certificates of deposit(2)

  -   13,919   -   13,919      23,497      23,497 

Derivative instruments(3)

     1,035      1,035 

Total assets measured at fair value

 $160,169  $13,919  $-  $174,088  $89,443  $24,532  $  $113,975 
                                

Liabilities

                                

Derivative instruments(3)

 $-  $2,374  $-  $2,374  $  $1,602  $  $1,602 

Total liabilities measured at fair value

 $-  $2,374  $-  $2,374  $  $1,602  $  $1,602 

  

Fair Value Measurements at Reporting Date Using

 

August 31, 2014

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets

                

Corporate money market funds(1)

 $75,363  $  $  $75,363 

Certificates of deposit(2)

     20,008      20,008 

Derivative instruments(3)

     1,406      1,406 

Total assets measured at fair value

 $75,363  $21,414  $  $96,777 
                 

Liabilities

                

Derivative instruments(3)

 $  $591  $  $591 

Total liabilities measured at fair value

 $  $591  $  $591 

 

(1)

The Company’s corporate money market funds are traded in an active market 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 classified as Level 1 and included in cash and cash equivalents on the consolidated balance sheet.

 

(2)

The Company’s certificatescertificates of deposit held for investment are not debt securities and are classified as Level 2.2. These 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 Company’s consolidated balance sheet.

 

(3)

The Company utilizes the income approach to measure fair value for its derivative instruments (foreign(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.

 

Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s Consolidated Balance Sheets at August 31, 2013 and 2012 as follows (in thousands):

  

Fair Value Measurements at Reporting Date Using

 

August 31, 2013

 Level 1  Level 2  Level 3  

Total

 

Cash and cash equivalents

 $156,693  $-  $-  $156,693 

Investments

  -   12,725   -   12,725 

Total assets measured at fair value

 $156,693  $12,725  $-  $169,418 
                 

Accounts payable and accrued liabilities

 $-  $3,085  $-  $3,085 

Deferred rent and other non-current liabilities

      4,655   -   4,655 

Total liabilities measured at fair value

 $-  $7,740  $-  $7,740 

 
  

Fair Value Measurements at Reporting Date Using

 

August 31, 2012

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Cash and cash equivalents

 $160,169  $-  $-  $160,169 

Investments

  -   13,919   -   13,919 

Total assets measured at fair value

 $160,169  $13,919  $-  $174,088 
                 

Accounts payable and accrued liabilities

 $-  $2,374  $-  $2,374 

Total liabilities measured at fair value

 $-  $2,374  $-  $2,374 

(c)(b) Assets and Liabilities Measured at Fair Value on a Non-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, and discounted cash flow projections. An impairment charge is recorded when the cost exceeds its fair value, and this condition is determined to be other-than-temporary.based upon the results of such valuations. During fiscal 2013,2015 and 2014, no fair value adjustments or material fair value measurements were required for the Company’s non-financial assets or liabilities.

 


5.

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

As of August 31, 2015, the fair value of the Company’s long-term debt was $35.0 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.DERIVATIVE INSTRUMENTS

 

Cash Flow Hedges

FactSet entersconducts business outside the U.S. in several currencies including the British Pound Sterling, Euro, 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 exchange forward contracts for trading or speculative purposes. In designing a specific hedging approach, FactSet considered several factors, including offsetting exposures, significance of exposures, forecasting risk and potential effectiveness of the hedge. The gains and losses on foreign currency forward contracts to reduceoffset the effects of foreignvariability in operating expenses associated with currency fluctuations. These transactions are designated and accounted for as cash flow hedges in accordance with applicable accounting guidance.There was no discontinuance of cash flow hedges during fiscal 2013 or fiscal 2012 and as such, no corresponding gains or losses were reclassified into earnings.movements. The changes in fair value for these foreign currency forward contracts are initially reported as a component of accumulated other comprehensive loss (“AOCL”)AOCL and subsequently reclassified into operating expenses when the hedged exposure affects earnings. There was no discontinuance of cash flow hedges during fiscal 2015 or 2014, 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, 2013,2015, FactSet maintainsmaintained the following foreign currency forward contracts to hedge approximately 75% of its Indian Rupee, exposure through the end of the second quarter of fiscal 2016, 40% of its net British Pound exposure through the end of the second quarter of fiscal 2014Sterling and 50% of its Philippines Peso exposure through the end of fiscal 2014. The Company is required to recognize all derivative instruments as either assets or liabilities at fair value in the consolidated balance sheet. At August 31, 2013, the notional principal and fair value of foreign exchange contracts to purchase Indian Rupees with U.S. dollars was Rs.2.9 billion and ($7.7) million, respectively. At August 31, 2013, the notional principal and fair value of foreign exchange contracts to purchase British Pounds with U.S. dollars was £6.8 million and $0.1 million, respectively. At August 31, 2013, the notional principal and fair value of foreign exchange contracts to purchase Philippine Pesos with U.S. dollars was Php515.9 million and ($0.2) million, respectively.Euro exposure:

 


Indian Rupee- foreign currency forward contracts to hedge approximately 75% of its Indian Rupee exposure through the second quarter of fiscal 2018.

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

Euro -foreign currency forward contracts to hedge approximately 50% of its Euro exposure through the fourth quarter of fiscal 2016.

 

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

 

 

Gross Notional Value

  

Fair Value Asset (Liability)

  

Gross Notional Value

  

Fair Value Asset (Liability)

 

Currency Hedged (in U.S. dollars)

 

Aug 31, 2013

  

Aug 31, 2012

  

Aug 31, 2013

  

Aug 31, 2012

  

Aug 31, 2015

  

Aug 31, 2014

  

Aug 31, 2015

  

Aug 31, 2014

 

Indian Rupee

 $47,388  $36,286  $(7,693) $(2,434) $56,320  $38,479  $(990) $700 

British Pound

  10,436   -   131   - 

Philippine Peso

  11,700   -   (178)  -      6,500      115 

Euro

  -   10,160   -   60   20,263      143    

British Pound Sterling

  15,831      280    

Total

 $69,524  $46,446  $(7,740) $(2,374) $92,414  $44,979  $(567) $815 

 

As of August 31, 2015, the gross notional value of foreign exchange contracts to purchase Indian Rupees with U.S. dollars was Rs. 4.0 billion. The gross notional value of foreign exchange contracts to purchase Euros with U.S. dollars was €18.1 million. The gross notional value of foreign exchange contracts to purchase British Pound Sterling with U.S. dollars was £10.5 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. 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. Because 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 Company 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):

Designation of Derivatives

Balance Sheet Location

 

Aug 31,

 2013

  

Aug 31,

2012

 

Balance Sheet Location

 

Aug 31, 2015

  

Aug 31, 2014

 

Derivatives designated as hedging instruments

Liabilities: Foreign Currency Forward Contracts

        

Assets: Foreign Currency Forward Contracts

        

Accounts payable and accrued expenses

 $3,085  $2,374 

Prepaid expenses and other current assets

 $1,035  $114 

Deferred rent and other non-current liabilities

 $4,655  $- 

Other assets

 $   1,292 

Liabilities: Foreign Currency Forward Contracts

        

Accounts payable and accrued expenses

 $  $591 

Deferred rent and other non-current liabilities

 $1,602  $ 

 

All derivatives were designated as hedging instruments as of August 31, 20132015 and 2012,2014, 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 twelve monthseach of the three fiscal years ended August 31, 2013 and 2012 (in thousands):

 

 

Loss Recognized

in AOCL on Derivatives
(Effective Portion)

 

Location of Loss
Reclassified from AOCL

into Income

 

Loss Reclassified
from AOCL into Income
(Effective Portion)

  

(Loss) Gain Recognized

in AOCL on Derivatives
(Effective Portion)

 

Location of Loss

 

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

 

Derivatives in Cash Flow Hedging Relationships

 

2013

  

2012

 (Effective Portion)  

2013

  

2012

  

2015

  

2014

  

2013

 Reclassified from AOCL into Income(Effective Portion) 

2015

  

2014

  

2013

 

Foreign currency forward contracts

 $(4,296) $(3,172)

SG&A

 $(1,000) $(1,031) $(1,939) $8,294  $(6,258)

SG&A

 $(559) $(260) $(1,000)

 

Note: 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.

Accumulated Unrealized Loss on Cash Flow Hedges

The following table provides a summary As of the activity associated with allAugust 31, 2015, FactSet estimates that $1.0 million of the Company’s designatednet derivative gains related to its cash flow hedges reflectedincluded 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, 2015 and 2014, respectively, information related to these offsetting arrangements was as follows (in thousands and net of tax)thousands):

  

Twelve Months Ended

August 31,

 
  

2013

  

2012

 

Beginning balance

 $(1,551) $590 

Changes in fair value

  (4,296)  (3,172)

Realized loss reclassified to earnings

  1,000   1,031 

Ending balance

 $(4,847) $(1,551)

  

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, and 2013 are as follows (in thousands):

  

August 31,

2015

  

August 31,

2014

  

August 31,

2013

 
  

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)

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

  559   352   260   164   1,000   622 

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

  (1,939)  (1,220)  8,294   5,193   (6,258)  (3,918)

Other comprehensive (loss) income

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

(1)

Reclassified to Selling, General and Administrative Expenses

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

  

August 31,

2015

  

August 31,

2014

 

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

 $(358) $510 

Accumulated foreign currency translation adjustments

  (43,694)  (18,431)

Total accumulated other comprehensive loss

 $(44,052) $(17,921)

7. SEGMENT INFORMATION

 

Operating segments are defined as components of an enterprise that engage in business activities from which itthey may earn revenues and incur expenses, whose 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 for which discrete financial information is available. FactSet’s CODM is its Chief Executive Officer, who 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, manages the business and the demographic markets in which FactSet serves. The Company’s internal financial reporting structure is based on three segments; 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,information. Sales, consulting, data collection, product development and software engineering are the primary functional groups within the U.S., Europe and Asia Pacific segments that provide global financial and economic informationto investment managers, investment banks and other financial services professionals. The U.S. segment services finance professionals including financial institutions throughout the Americas, while 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, Latvia, DubaiSpain, South Africa, Sweden and Italy.Dubai. The Asia Pacific segment is headquartered in Tokyo, Japan with office locations in Australia, Hong Kong, AustraliaSingapore and Mumbai.Mumbai, India. Segment revenues reflect direct sales to clients based in their respective geographic locations. There are no intersegment or intercompany sales of the FactSet service.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 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 $245$308.3 million of goodwill reported by the Company at August 31, 2013,2015, 69% was recorded in the U.S. segment, 30% 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).

 

Year Ended August 31, 2013

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Year Ended August 31, 2015

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenues from clients

Revenues from clients

 $586,865  $208,827  $62,420  $858,112  $678,774  $251,522  $76,472  $1,006,768 

Segment operating profit

Segment operating profit

  138,706   100,187   30,526   269,419   172,980   116,310   42,628   331,918 

Total assets

Total assets

  444,406   193,202   52,589   690,197   427,990   239,689   68,992   736,671 

Depreciation and amortization

Depreciation and amortization

  27,757   4,027   3,995   35,779   23,645   5,135   2,569   31,349 

Stock-based compensation

Stock-based compensation

  37,307   2,264   380   39,951   23,006   2,991   374   26,371 

Capital expenditures

Capital expenditures

  13,649   1,276   3,592   18,517   22,459   460   2,763   25,682 

 

Year Ended August 31, 2012

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Year Ended August 31, 2014

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenues from clients

Revenues from clients

 $550,474  $197,404  $57,915  $805,793  $624,642  $227,395  $68,298  $920,335 

Segment operating profit

Segment operating profit

  149,968   95,417   27,605   272,990   165,004   100,937   36,278   302,219 

Total assets

Total assets

  377,320   266,967   49,856   694,143   362,255   239,654   61,303   663,212 

Depreciation and amortization

Depreciation and amortization

  25,061   4,922   3,796   33,779   25,574   5,656   3,205   34,435 

Stock-based compensation

Stock-based compensation

  20,180   1,680   122   21,982   20,288   2,231   372   22,891 

Capital expenditures

Capital expenditures

  20,408   488   1,624   22,520   16,047   647   1,049   17,743 

 

Year Ended August 31, 2011

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenues from clients

 $497,564  $178,693  $50,253  $726,510 

Segment operating profit

  135,327   79,637   23,371   238,335 

Total assets

  353,205   274,139   30,096   657,440 

Depreciation and amortization

  27,463   6,092   3,292   36,847 

Stock-based compensation

  23,091   2,364   318   25,773 

Capital expenditures

  20,588   2,770   5,985   29,343 


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 

 

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

 

Years Ended August 31,

 

2013

  

2012

  

2011

  

2015

  

2014

  

2013

 

Revenues*

            

Revenues(1)

            

United States

 $586,865  $550,474  $497,564  $678,774  $624,642  $586,865 

United Kingdom

  121,072   114,435   104,698   144,769   131,848   121,072 

All other European countries

  87,755   82,969   73,995   106,753   95,547   87,755 

Asia Pacific

  62,420   57,915   50,253   76,472   68,298   62,420 

Total revenues

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

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

(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):

 

At August 31,

 

2013

  

2012

  

2011

 

Long-lived Assets**

        

United States

 $51,184  $60,288  $60,092 

United Kingdom

  4,806   5,466   6,863 

Philippines

  3,228   3,420   4,181 

India

  1,753   2,921   4,453 

France

  1,701   2,079   2,859 

All other European countries

  1,350   872   1,216 

All other Asia Pacific countries

  1,349   1,484   1,956 

Total long-lived assets

 $65,731  $76,530  $81,620 

**

At August 31,

 

2015

  

2014

  

2013

 

Long-lived Assets(1)

            

United States

 $49,923  $46,294  $51,184 

United Kingdom

  3,655   4,669   4,806 

All other European countries

  1,322   2,267   3,051 

Asia Pacific

  4,364   4,411   6,330 

Total long-lived assets

 $59,264  $57,641  $65,371 

(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. BUSINESS COMBINATIONS

 

7. BUSINESS COMBINATIONS Code Red, Inc.

StreetAccount

On June 29, 2012,February 6, 2015, FactSet acquired StreetAccount LLCCode Red, Inc. (“SA”Code Red”) to complementfor $36.0 million. At the Company's news offering with distilled and crucial market moving information for buy-side and sell-side institutions. Founded in 2003, SA is known for its timely and informative news summaries and provides investment professionals with an efficient method for managing news flow. The SA service includes real-time company updates, portfolio and sector filtering, email alerts, and market summaries. Content is written by financial professionals and can be customized for portfolio, index, sector, market, time of day (i.e., Overnight Summaries),acquisition, Code Red employed 32 individuals and category (i.e., Top Stories, Market Summaries, Economic, M&A). As of the date of acquisition, SA had annual subscriptions of $11.4 million$9.3 million. Code Red provides research management technologies to the investment community, including endowments and employed 49 individuals.

Asfoundations, institutional asset managers, sovereign wealth funds, pensions, and hedge funds. With the addition of Code Red to FactSet's existing Research Management Solutions (“RMS”), FactSet now offers an RMS for all its clients' workflows, which is consistent with the dateCompany’s strategy of acquisition, SA did not have a significant international presenceoffering software and FactSet believed it could leverage its international networktools to sell SA outside the U.S. as many of their current clients would like to see the SA news offering increase coverage in Europe and Asia. The opportunity for FactSet to grow by providing proprietary financial news to clients worldwidemake client workflows more efficient. This factor contributed to a purchase price in excess of fair value of the StreetAccountCode Red’s net tangible and intangible assets. As a result, FactSet recorded goodwill in connection with this transaction.assets, leading to the recognition of goodwill.

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

 

Cash consideration

 $21,633  $32,962 

Fair value of FactSet stock issued

  3,974   2,991 

Working capital

  711 

Total purchase price

 $26,318  $35,953 

 

Allocation of the purchase price to the assets acquired and liabilities assumed was finalized for this acquisition in the first quarter of fiscal 2013. The total purchase price was allocated to StreetAccount’sCode Red’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):

 

Tangible assets acquired

 $3,584  $3,090 

Amortizable intangible assets

        

Software technology

  4,728 

Client relationships

  2,822   3,089 

Software technology

  2,332 

Data content

  613 

Non-compete agreements

  404   277 

Trade name

  186   127 

Goodwill

  21,997   29,627 

Total assets acquired

  31,938  $40,938 

Liabilities assumed

  (5,620)  (4,985)

Net assets acquired

 $26,318  $35,953 

 

Intangible assets of $6.4$8.2 million have been allocated to amortizable intangible assets consisting of software technology, amortized over six years using a straight-line amortization method; client relationships, amortized over seven years using an accelerated amortization method; software technology, amortized over five years using a straight-line amortization method; data content, amortized over three years using a straight-line amortization method; non-compete agreements, amortized over four years using an accelerateda straight-line amortization method; and trade name, amortized over twothree years using a straight-line amortization method.

 

Goodwill totaling $22.0$29.6 million represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Goodwill willgenerated from the Code Red acquisition is included in the U.S. segment and is not bedeductible for income tax purposes. The results of operations of Code Red 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. Pro forma information has not been presented because the effect of this acquisition was not material to the Company’s consolidated financial results.

Matrix Data Limited

During the second quarter of fiscal 2014, FactSet acquired Matrix Data Limited (“Matrix”) for a total purchase price of $31.8 million. Matrix’ primary line of business is providing intelligence to the UK financial services industry 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. At the time of acquisition, Matrix had annual subscriptions of $7 million. The acquisition of Matrix allows FactSet to 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 offerings contributed to a purchase price in excess of fair value of the Matrix net tangible and intangible assets, leading to the recognition of goodwill in connection with the acquisition.

The purchase price was allocated to Matrix’ net tangible and intangible assets based upon their estimated fair value as of the date of acquisition. Allocation of the purchase price to the assets acquired and liabilities assumed was finalized during the third quarter of fiscal 2014. There were no material adjustments between the preliminary and final allocation of purchase price.


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 million have been allocated to amortizable intangible assets consisting of data content, amortized but tested for impairment at least annually.over four 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; non-compete agreements, amortized over three years using a straight-line amortization method; and trade name, amortized over four years using a straight-line amortization method.

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

Revere Data

On September 1, 2013, FactSet paid $15.3 million in cash to acquire the assets 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 and offers a database of supply chain relationships 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 FactSet to offer this data to new and existing clients contributed to a purchase price in excess of fair value of the Revere net tangible and intangible assets. As a result, FactSet recorded goodwill in connection with this transaction.

The purchase price was allocated to Revere’s net tangible and intangible assets based upon their estimated fair value as of the date of acquisition. Allocation of the purchase price to the assets acquired and liabilities assumed was finalized during 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 allocated as follows (in thousands):

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 

Intangible assets of $4.1 million have been allocated to amortizable intangible assets consisting of data content, 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 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 acquisition is included in the U.S. segment and is deductible for income tax purposes. The results of the operations of StreetAccountRevere have been included in the Company’s Consolidated Statement of Income since the completion of the acquisition on June 29, 2012September 1, 2013 and did not have a material impact on fiscal 2013.2014 results. Pro forma information has not been presented because the effecteffects of this acquisition waswere not material onto the Company’s consolidated financial results.


 

8.9. GOODWILL

 

There were no business combinations during fiscal 2013. Changes in the carrying amount of goodwill by segment for fiscal years ended August 31, 20132015 and 20122014 are as follows (in thousands):

 

U.S.

  

Europe

  

Asia Pacific

  

Total

  

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Balance at August 31, 2011

 $145,826  $78,172  $4,267  $228,265 

Balance at August 31, 2013

 $167,822  $73,424  $3,327  $244,573 

Goodwill acquired during the period

  21,991         21,991   11,612   25,531      37,143 

Foreign currency translations

     (4,366)  (99)  (4,465)     4,077   (185)  3,892 

Balance at August 31, 2012

 $167,817  $73,806  $4,168  $245,791 

Balance at August 31, 2014

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

Goodwill acquired during the period

  5         5   32,435         32,435 

Foreign currency translations

     (382)  (841)  (1,223)     (9,307)  (449)  (9,756)

Balance at August 31, 2013

 $167,822  $73,424  $3,327  $244,573 

Balance at August 31, 2015

 $211,869  $93,725  $2,693  $308,287 

 

Goodwill is not amortized as it has an estimated infiniteindefinite life. At least annually, the Company evaluatesis required to test goodwill at the reporting unit level for potential impairment. 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. The Company has three reporting units, which are consistent with the operating segments reported becauseas 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 anits annual goodwill impairment test during the fourth quarter of fiscal 2015, consistent with the timing of previous years, 2013, 2012 and 2011,at which time it was determined that there were no reporting units that were deemed at risk. Theindications of impairment, with the fair value of each of the Company’s reporting units significantly exceededexceeding carrying value, thus there had been no impairment.value.

 

9. 10.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, 20132015 was 11.611.1 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 were no changes to the estimate of the remaining useful lives during fiscal years 2013, 20122015, 2014 and 2012.2013. Amortizable intangible assets are tested for impairment 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.

 


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

 

At August 31, 2013

 

Gross Carrying Amount

  

Accumulated Amortization

  

Net Carrying Amount

 

At August 31, 2015

 

Gross Carrying Amount

  

Accumulated Amortization

  

Net Carrying Amount

 

Data content

 $49,185  $22,419  $26,766  $39,911  $16,667  $23,244 

Client relationships

  22,915   16,185   6,730   27,873   18,241   9,632 

Software technology

  20,914   19,126   1,788   21,203   15,042   6,161 

Non-compete agreements

  2,154   1,293   861   1,058   637   421 

Trade names

  758   680   78   1,614   1,020   594 

Total

 $95,926  $59,703  $36,223  $91,659  $51,607  $40,052 

 

At August 31, 2012

 

Gross Carrying Amount

  

Accumulated Amortization

  

Net Carrying Amount

 

At August 31, 2014

 

Gross Carrying Amount

  

Accumulated Amortization

  

Net Carrying Amount

 

Data content

 $49,120  $18,521  $30,599  $56,974  $27,644  $29,320 

Client relationships

  22,841   14,089   8,752   25,821   17,443   8,378 

Software technology

  20,892   18,482   2,410   22,881   20,089   2,792 

Non-compete agreements

  2,154   810   1,344   2,465   1,881   584 

Trade names

  758   492   266   1,729   958   771 

Total

 $95,765  $52,394  $43,371  $109,870  $68,015  $41,855 

 

There were no intangible assets acquired during fiscal 2013. During fiscal 2012, $6.42015, $9.1 million of intangible assets were acquired with a weighted average useful life of 5.5 years due to6.3 years.


The details of the intangible assets acquired in the Code Red acquisition of StreetAccount on June 29, 2012.during fiscal 2015 are outlined as follows (in thousands):

StreetAccount Intangible Asset Allocation

 

Weighted Average

Amortization Period

(years)

  

Acquisition Cost

 

Client relationships

  7.0  $2,822 

Software technology

  5.0   2,332 

Data content

  3.0   613 

Non-compete agreements

  4.0   404 

Trade name

  2.0   186 

Total

  5.5  $6,357 

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, 2014 and 2013 2012 and 2011 was $7.1$8.2 million, $7.5$8.5 million and $8.4$7.1 million, respectively. As of August 31, 2013,2015, estimated intangible asset amortization expense for each of the next five years and thereafter are as follows (in thousands):

Fiscal Year

 

Estimated

Amortization Expense

 

2014

 $5,983 

2015

  5,053 

2016

  3,407 

2017

  3,273 

2018

  2,914 

Thereafter

  15,593 

Total

 $36,223 

Fiscal Year

 

Estimated Amortization Expense

 

2016

 $7,031 

2017

  6,949 

2018

  5,816 

2019

  4,492 

2020

  3,461 

Thereafter

  12,303 

Total

 $40,052 

 

10.11. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

 

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

At August 31,

 

2013

  

2012

 

Leasehold improvements

 $90,040  $88,327 

Computers and related equipment

  73,320   74,370 

Furniture and fixtures

  28,978   26,849 

Subtotal

 $192,338  $189,546 

Less accumulated depreciation and amortization

  (126,967)  (113,016)

Property, equipment and leasehold improvements, net

 $65,371  $76,530 

At August 31,

 

2015

  

2014

 

Leasehold improvements

 $92,427  $90,487 

Computers and related equipment

  87,732   81,853 

Furniture and fixtures

  33,120   29,373 
         

Subtotal

 $213,279  $201,713 

Less accumulated depreciation and amortization

  (154,015)  (144,072)

Property, equipment and leasehold improvements, net

 $59,264  $57,641 

 

Depreciation expense was $28.4$23.1 million, $26.1$25.9 million and $27.9$28.4 million for fiscal years 2013, 20122015, 2014 and 2011,2013, respectively.

 


11.12. COMMON STOCK AND EARNINGS PER SHARE

 

On May 14, 2013,12, 2015, FactSet’s Board of Directors approved a 13%12.8% increase in the regular quarterly dividend beginning with the Company’s dividend payment in June 2013 of $0.35from $0.39 to $0.44 per share, or $1.40$1.76 per share per annum.

 

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

 

Years Ended August 31,

 

2013

  

2012

  

2011

  

2015

  

2014

  

2013

 

Balance, beginning of year (September 1)

  44,279   45,055   46,024   41,793   43,324   44,279 

Common stock issued for employee stock plans

  2,459   825   1,283   1,213   959   2,459 

Stock issued for acquisition of business

  -   43   - 

Repurchase of common stock

  (3,414

)

  (1,644

)

  (2,252

)

Repurchases of common stock

  (1,689

)

  (2,490

)

  (3,414

)

Balance, end of year (August 31)

  43,324   44,279   45,055   41,317   41,793   43,324 

 

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

  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 

 

  

Net Income (Numerator)

 

Weighted Average Common Shares (Denominator)

  

Per Share Amount

 

Years Ended August 31,

 

2013

  

2012

   2011    

2013

  

2012

  

2011

  

2013

  

2012

  

2011

 

Basic EPS

                                     

Income available to common stockholders

 $198,637  $188,809  $171,046    43,890   44,784   45,953  $4.53  $4.22  $3.72 
                                      

Diluted EPS

                                     

Dilutive effect of stock options and restricted stock

               734   1,026   1,402             

Income available to common stockholders plus assumed conversions

 $198,637  $188,809  $171,046    44,624   45,810   47,355  $4.45  $4.12  $3.61 

 

Dilutive potential common shares consist of stock options and unvested restricted stock. There were 6,40888,090 stock options excluded from the fiscal 20132015 calculation of diluted earnings per share compared to 383,058 stock options excluded from the fiscal 2012 calculation because their inclusion would have been anti-dilutive. A totalThere were no stock options excluded from the fiscal 2014 calculation of 2,670diluted earnings per share while 6,408 stock options were excluded from the fiscal 2011 calculation of diluted earnings per share. There were 30,456 restricted stock awards excluded from the calculation of diluted earnings per share in fiscal 2013 and 2012 compared to 11,284 in fiscal 2011.calculation.

 

As of August 31, 2015, 2014, 2013, 2012478,945, 380,653 and 2011, 1,202,685, 1,710,017 and 1,672,975, respectively, performance-based stock option grantsoptions were excluded from the calculation of diluted earnings per share.Performance-based stock options are omitted from the calculation of diluted earnings per share until the performance criteria have been met.

 

12. 13.STOCKHOLDERS’ EQUITY

 

Preferred Stock

At August 31, 20132015 and 2012,2014, 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, 20132015 and 2012,2014, there were 150,000,000 shares of common stock ($.01 par value per share) authorized, of which 48,110,74050,328,423 and 45,599,75449,110,218 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

At August 31, 20132015 and August 31, 2012,2014, there were 4,786,3309,011,521 and 1,320,5407,317,416 shares of treasury stock (at cost) outstanding, respectively. As a result, 43,324,41041,316,902 and 44,279,21441,792,802 shares of FactSet common stock were outstanding at August 31, 20132015 and August 31, 2012,2014, respectively.

 


Share Repurchase Program

On May 14, 2013,December 15, 2014, the Company’s Board of Directors approved a $200$300.0 million expansion toof the existing share repurchase program. During fiscal 2013,2015, the Company repurchased 3.4 million1,689,337 shares for $327.3$252.8 million under the existing share repurchase program leaving $62.4$134.2 million authorized for future share repurchases atas of August 31, 2013. 2015. During fiscal 2014, the Company repurchased 2,489,993 shares for $275.4 million. At August 31, 2014, $87.0 million remained authorized for future share repurchases.

Repurchases maywill 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 share repurchase program and it is expected that share repurchases will be paid for using existing and future cash generated by operations.During fiscal 2012, the Company repurchased 1.6 million shares for $152.7 million under the share repurchase program.

In addition to the purchase of 3.4 million shares under the existing share repurchase program, FactSet repurchased 50,828 shares for $4.7 million from employees to cover their cost of taxes upon the vesting of previously granted restricted stock during fiscal 2013.

 

Restricted Stock

Restricted stock awards entitle the holder to shares of common stock as the awards vest over time. During fiscal 2013, FactSet2015, 94,870 of previously granted 131,702 restricted stock awards compared to none in fiscal 2012. During fiscal 2011, FactSet granted 149,741 restricted stock awards vested and arewere included in the common stock outstanding as of August 31, 20132015 (less 50,82823,192 shares repurchased from employees at a cost of $3.1 million to cover their cost of taxes upon vesting of the restricted stock). During fiscal 2012, 14,2582014, 135,205 of previously granted restricted stock awards vested and were included in common stock outstanding as of August 31, 2014 (less 41,093 shares repurchased from employees at a cost of $4.4 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 during the periods presented: 

Declaration Date

 

Dividends Per
Share of
Common Stock

 

Type

Record Date

 

Total $

Amount
(in thousands)

 

Payment Date

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

August 8, 2012

 $0.31 

Regular (cash)

August 31, 2012

 $13,727 

September 18, 2012

May 8, 2012

 $0.31 

Regular (cash)

May 31, 2012

 $13,893 

June 19, 2012

February 14, 2012

 $0.27 

Regular (cash)

February 29, 2012

 $12,085 

March 20, 2012

November 10, 2011

 $0.27 

Regular (cash)

November 30, 2011

 $12,181 

December 20, 2011

August 11, 2011

 $0.27 

Regular (cash)

August, 31 2011

 $12,165 

September 20, 2011

May 9, 2011

 $0.27 

Regular (cash)

May 31, 2011

 $12,374 

June 21, 2011

February 9, 2011

 $0.23 

Regular (cash)

February 28, 2011

 $10,612 

March 15, 2011

November 10, 2010

 $0.23 

Regular (cash)

November 30, 2010

 $10,660 

December 21, 2010

August 10, 2010

 $0.23 

Regular (cash)

August, 31 2010

 $10,586 

September 21, 2010

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


 

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.

 

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows (in thousands):1

  

Aug 31, 2013

  

Aug 31, 2012

 

Accumulated unrealized loss on cash flow hedges, net of tax

 $(4,847) $(1,551)

Accumulated foreign currency translation adjustments

  (26,326)  (21,175

)

Total accumulated other comprehensive loss

 $(31,173) $(22,726

)

13. EMPLOYEE4. STOCK OPTION AND RETIREMENT PLANS

 

Stock Options

Optionsgranted without performance conditions

The FactSet Research Systems Inc. 2004 Stock Option and Award Plan, as Amended and Restated (the “Option Plan”) 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 Company’s stock option plansOption Plan expire either seven or ten years from the date of grant and the majority vest atratably over a rateperiod of 20% after the first year and 1.67% per month thereafter for years two through five.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. The majority of the options granted with performance conditions expire either seven or ten years from the date of grant and vest at a rate of 40% after the first two years and 1.67% per month thereafter for years three through five. Options are not transferable or assignable other than by will or the laws of descent and distribution. During the grantee’s lifetime, theythe options may be exercised only by the grantee.


 

Stock Option Activity

In fiscal years 2013, 20122015, 2014 and 2011,2013, stock options to purchase 1,674,966; 1,468,513;828,652, 391,478 and 998,0381,674,966 shares of common stock, respectively, at prices which ranged from $88.40 to $103.30 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 and $92.21 for fiscal years 2015, 2014 and 2013, respectively.

A summary of stock option activity is as follows (in thousands, except per share data):follows:

 

 

Number

Outstanding

  

Weighted Average

Exercise Price Per Share

 

Balance at August 31, 2010

  6,451  $47.73 

(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

  91   89.45   645   92.22 

Granted – performance-based

  892   89.39   1,011   92.22 

Granted – non-employee Directors grant

  15   95.05   19   91.06 

Exercised

  (1,209

)

  32.08   (2,286

)

  52.25 

Forfeited(1)

  (108

)

  66.55   (743

)

  93.84 
        

Balance at August 31, 2011

  6,132  $57.28 

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

  540   93.96   677   140.49 

Granted – performance-based

  907   93.80   138   148.52 

Granted – non-employee Directors grant

  21   87.26   14   138.48 

Exercised

  (731

)

  35.96   (1,060

)

  63.03 

Forfeited

  (786

)

  87.37   (134

)

  106.01 
        

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

  (743

)

  93.84 
        

Balance at August 31, 2013

  4,729  $75.95 

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.


 

Stock Options Outstanding and Exercisable

The following table summarizes ranges of outstanding and exercisable options as of August 31, 20132015 (in thousands, except per share data)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

 
$24.49

$59.36  782   1.4  $39.96  $48,801   759  $40.03  $47,293 
$61.65

$65.67  661   2.5  $64.44  $25,046   379  $65.44  $13,992 
$66.46

$67.41  696   3.1  $66.47  $24,975   495  $66.47  $17,749 
$87.26

$91.06  551   8.4  $90.08  $6,761   142  $88.74  $1,935 
$92.22

$92.55  1,591   9.2  $92.22  $16,111   -  $92.22  $- 
$94.84

$103.30   448   8.0  $95.28  $3,167   150  $94.92  $1,113 

Total Fiscal 2013

 4,729   5.9  $75.95  $124,861   1,925  $59.70  $82,082 
      

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 

 

Prior Year Amounts

 

2012

  

2011

   August 31, 2014   August 31, 2013 
 

Number of

Shares

  

Weighted Average Exercise

Price Per Share

  

Number of

Shares

  

Weighted Average Exercise

Price Per Share

  

Number of

Shares

  

Weighted Average Exercise Price Per Share

  

Number of

Shares

  

Weighted Average

Exercise Price Per Share

 

Outstanding at fiscal year end

  6,083  $64.76   6,132  $57.28   3,482  $79.67   4,729  $75.95 

Exercisable at fiscal year end

  2,858  $48.44   2,643  $38.99   1,899  $68.78   1,925  $59.70 

 

The aggregate intrinsic value of in-the-money stock options exercisable at August 31, 20132015 and 20122014 was $82.1$107.1 million and $125.4$111.3 million, respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price of $102.35$157.92 at August 31, 20132015 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, 2015 and 2014 was 3.9 years and 3.4 years, respectively. The total pre-tax intrinsic value of stock options exercised during fiscal 2015, 2014 and 2013 2012 and 2011 was $99.1$92.7 million, $43.0$44.0 million, and $71.3$99.1 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 for both organic ASV and diluted earnings per share during the two fiscal yearsmeasurement period subsequent to the date of grant. Dependent on the financial performance levels attained by FactSet, during the two subsequent fiscal years, 0%, 20%, 60% or 100%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.

 

November 2010 Annual Employee Performance-based Option Grant Review

In November 2010, FactSet granted 734,334 performance-based employee stock options. None of these performance-based stock options granted vested because the Company did not achieve certain performance levels for both organic ASV and diluted earnings per share during the two fiscal years ended August 31, 2012. This reflected a lower performance level than previously estimated and accordingly decreased the number of options that will vest to zero, which required FactSet to reverse $1.4 million of stock-based compensation during fiscal 2012. These performance-based options were recorded as forfeitures in fiscal 2012.

November 2011 Annual Employee Performance-based Option Grant Review

In November 2011, FactSet granted 665,551 performance-based employee stock options. None of these performance-based stock options vested because the Company did not achieve certain performance levels for both organic ASV and diluted earnings per share during the two fiscal years ended August 31, 2013.These performance-based options were recorded as forfeitures in the fourth quarter of fiscal 2013.

November 2012 Annual Employee 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 vest is based on the Company achieving performance levels for both organic ASV and diluted earnings per share during the two fiscal years ended August 31, 2014. At August 31, 2013, FactSet estimated that 20% or 202,302 of the performance-based stock options would vest which results in unamortized stock-based compensation expense of $3.6 million to be recognized over the remaining vesting period. However, a change in the actual financial performance levels achieved during fiscal 2014 could result in the following changes to the Company’s current estimate of the vesting percentage and related expense (in thousands):

Vesting

Percentage

 

Total Unamortized Stock-based

Compensation Expense at August 31, 2013

  

Cumulative Catch-up

Adjustment*

  

Average Remaining Quarterly

Expense to be Recognized

 

0%

 $0  $(1,192) $0 

20%

 $3,556  $0  $213 

60%

 $10,668  $2,384  $639 

100%

 $17,780  $4,768  $1,065 

* Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2013.

July 2012 Performance-based Option Grant Review

In July 2012, FactSet granted 241,546 performance-based employee stock options, which are eligible to vest in 20% tranches depending upon future StreetAccount user growth through August 31, 2017. During the fourth quarter of fiscal 2013, the StreetAccount business accelerated to achieve the first usage growth target established onas outlined within the dateterms of the grant was achieved, thus the first 20% or 48,314 options vested on August 31, 2013. In addition, due toThe second 20% tranche vested on August 31, 2014 as a result of accelerated expansion of Street Account users during fiscal 2014. During the accelerated fourth quarter of fiscal 2015,the third growth and forecasted future usage growth,target was achieved, thus the third 20% tranche vested on August 31, 2015. As of August 31, 2015, the Company estimatedestimates that the secondfourth 20% tranche will vest by August 31, 2017. This reflected a higher performance level than previously estimated and accordingly increased the number of options that will vest to a total 40%, which required FactSet to record a pre-tax stock-based compensation charge of $2.6 million in the fourth quarter of fiscal 2013. The change in estimate also results2017, resulting in unamortized stock-based compensation expense of $1.2$0.6 million to be recognized over the remaining vesting period of 4.02.0 years. A change, up or down, in the actual financial performance levels achieved by StreetAccount in future fiscal years could result in the following changes to the current estimate of the vesting percentage and related expense (in thousands):

 

Vesting

Tranche

 

Cumulative

Catch-up Adjustment**

  

Remaining Expense

to be Recognized

 

First 20%*

  n/a   n/a* 

Second 20%

 $(361) $0 

Third 20%

 $448  $2,391 

Fourth 20%

 $848  $3,591 

Fifth 20%

 $1,358  $4,681 

Vesting

Percentage

 

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 

Fourth 20% (current expectation)

 $0  $619 

Fifth 20%

 $1,216  $1,003 

 * The first 20% of the grant vested during fiscal 2013, and as such, there is no remaining expense to be recognized as of August 31, 2013.

** Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2013.2015. 

 

 

  

Market MetricsNovember 2012 Annual Employee 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 the Market Metrics business in June 2010, the Company granted 746,415 performance-based stock options, which would vest only if accelerated stretch revenue targets were achieved related to the Market Metrics business and option holders remain employed by us. These options vested inCode Red during the second quarter of fiscal 2013 when the Market Metrics business accelerated2015, FactSet granted 137,522 performance-based stock options. These performance-based options are eligible to achieve the stretch revenue growth targets established on thevest four years from date of grant resulting inif 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 pre-taxfour 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 charge of $15.7 million. The pre-tax stock-based compensation charge$2.1 million will be recognized as expense over the remaining vesting period of $15.7 million, recorded3.4 years. A change, up or down, in the second quarter ofactual financial performance levels achieved by Code Red in future fiscal 2013, was equalyears could result in the following changes to the grant-date fair valuecurrent estimate of the stock options awarded atvesting 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 time of the acquisition and represented a cumulative catch-up adjustment fromto be recorded if there was a change in the vesting based on achieving the accelerated revenue targets. Atpercentage as of August 31, 2013, none of these performance-based stock options remain unvested.2015. 

 

Other Performance-based Option Grants

In connection with the acquisitions of Matrix and Revere, FactSet granted 229,635 performance-based employee stock options between January 2011165,949 and July 2011 that vest based on achieving certain ASV targets. Of this total, 133,958 vested during fiscal 2012, 53,285 vested during fiscal 2013 and 9,301 were forfeited due to employee terminations. At August 31, 2013, the Company estimates that 7,964 of these36,695 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 on forecastedupon the achievement of certain ASV growth, resultingand operating margins during the measurement period ending August 31, 2015. This results in unamortized stock-based compensation expense of $0.1$0.4 million to be recognized over the remaining vesting period. Theperiod of 3.0 years. Of the remaining 25,12718,142 performance-based stock options outstanding are expected to be forfeited.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 optionOption 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, 2014 and 2013, FactSet granted 54,862, 204,124 and 131,702 restricted stock awards to employees of the Company, respectively. These awards have a weighted average grant date fair value of $138.23, $101.95 and $85.80 for fiscal years 2015, 2014 and 2013, respectively.

As of August 31, 2015, a total of 313,407 shares of restricted stock and restricted stock units were unvested and outstanding, which results in unamortized stock-based compensation of $20.5 million to be recognized as stock-based compensation expense over the remaining vesting period of 3.2 years.


A summary of restricted stock award activity is as follows (in thousands, except per award data):follows:

 

Number

Outstanding

  

Weighted Average Grant

Date Fair Value Per Award

 

Balance at August 31, 2010

  261  $61.65 

(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)

  154  $87.55   132   85.80 

Vested(1)

  -  $-   (150)  62.34 

Canceled/forfeited

  (8) $69.41   (7)  81.38 

Balance at August 31, 2011

  407  $71.31 

Balance at August 31, 2013

  358  $80.43 

Granted (restricted stock and stock units)

  -  $-   204   101.95 

Vested*

  (14) $69.02 

Vested(2)

  (135)  84.48 

Canceled/forfeited

  (10) $77.13   (59)  86.39 

Balance at August 31, 2012

  383  $71.34 

Balance at August 31, 2014

  368  $89.77 

Granted (restricted stock and stock units)

  132  $85.80   55   138.23 

Vested**

  (150) $62.34 

Vested(3)

  (95)  70.94 

Canceled/forfeited

  (7) $81.38   (15)  101.04 

Balance at August 31, 2013

  358  $80.43 

Balance at August 31, 2015

  313  $103.34 

 

* Between June 2010 and July 2011, FactSet granted 21,102 restricted stock units which entitled the holder to shares of common stock as the awards vest. A restricted stock unit is a promise to deliver shares to the employee at a future date if certain vesting conditions are met. These restricted stock units are performance-based and cliff vest 25% when certain ASV targets are met. Of the total 21,102 units granted, 14,258 units vested during the fourth quarter of fiscal 2012 because FactSet achieved three of the four ASV growth targets.

(1)

Of the total 149,741 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)

The 135,205 restricted stock awards that vested during fiscal 2014 were comprised of: 62,544 of awards 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 restricted stock awards that were granted on April 8, 2013, which cliff vest 20% annually upon the anniversary date of the grant; and 17,230 awards relating to restricted stock granted on February 9, 2010 which cliff vested 50% after four years (on February 9, 2014).

**Of the total 149,741 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 the remaining 40% will vest 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 at a price of $63.09. These restricted stock awards 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.

(3)

The94,870 restricted stock awards that vested during fiscal 2015 were comprised of:53,495 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);14,683 restricted stock awards that were granted on April 8, 2013, which cliff vest 20% annually upon the anniversary date of the grant;17,228 awards relating to restricted stock granted on February 9, 2010; and 9,464restricted stock awards that were previously granted betweenNovember 2013 and November 2014.

 

April 2013 Employee Restricted Stock Award

In April 2013, the Company granted 131,702 restricted stock units with a fair value of $85.80, which entitle the holder to shares of common stock as the awards vest over time. The Company’s restricted stock units cliff vest 20% annually upon each anniversary date of the grant. As of August 31, 2013, unamortized stock-based compensation expense of $10.4 million is to be amortized ratably to compensation expense over the remaining vesting period of 4.6 years.


Share-based Awards Available for Grant

 

A summary of share-based awards available for grant is as follows (in thousands):

 

 

Share-based Awards

Available for Grant under

Employee Stock Option Plans

  

Share-based Awards

Available for Grant under

Non-Employee Stock Option Plans

 

Balance at August 31, 2010

  2,216   162 

Amendment to the 2004 Stock Option and Award Plan to increase the number of shares available for issuance**

  4,000   - 

Granted – non performance-based options

  (91

)

  - 

Granted – performance-based options

  (892

)

  - 

Granted – non-employee Directors grant

  -   (15

)

Restricted stock awards granted*

  (386

)

  - 

Share-based awards canceled/forfeited

  130   - 
        

Balance at August 31, 2011

  4,977   147 

Granted – non performance-based options

  (540

)

  - 

Granted – performance-based options

  (907

)

  - 

Granted – non-employee Directors grant

  -   (21

)

Restricted stock awards granted*

  -   - 

Share-based awards canceled/forfeited

  810   - 
         

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   4,340   126 

Granted – non performance-based options

  (645)  -   (645)   

Granted – performance-based options

  (1,011)  -   (1,011)   

Granted – non-employee Directors grant

  -   (19)     (19)

Restricted stock awards granted*

  (329)  - 

Share-based awards canceled/forfeited

  761   - 
        

Restricted stock awards granted(1)

  (329)   

Share-based awards canceled/forfeited(2)

  761    

Balance at August 31, 2013

  3,116   107   3,116   107 

Granted – non performance-based options

  (174)   

Granted – performance-based options

  (203)   

Granted – non-employee Directors grant

     (14)

Restricted stock awards granted(1)

  (510)   

Share-based awards canceled/forfeited(2)

  993   9 

Balance at August 31, 2014

  3,222   102 

Granted – non performance-based options

  (677)   

Granted – performance-based options

  (138)   

Granted – non-employee Directors grant

     (14)

Restricted stock awards granted(1)

  (137)   

Share-based awards canceled/forfeited(2)

  171    

Balance at August 31, 2015

  2,441   88 

 

(1)

Each restricted stock award granted is equivalent to 2.5 shares granted under the Company’sOption Plan.

* Under the Company’s option plan,

(2)

Under the Company’sOptionPlan, for each restricted stock award granted/canceled/forfeited, an equivalent of 2.5 shares is added back to the available share-based awards balance.


Employee Stock Purchase Plan

 

** AsAt the 2014 Annual Meeting of November 30, 2010, 1.0 million shares remained available for future grant of share-based awards under the Company’s 2004 Stock Option and Award Plan, a number that the Company believed to be insufficient to meet its anticipated needs over the next 12 to 18 months. Therefore, the Company’s Board of Directors approved an amendment to increase the maximum number of sharesStockholders of FactSet common stock issuable underheld on December 16, 2014, the 2004 Stock Option and Award Plan by 4,000,000 shares. The stockholders of FactSet voted on and approved the Amended and Restated FactSet Research Systems Inc. 2004 Stock Option and Award Plan at the Company’s annual meeting held on December 14, 2010, including the reservation of an additional 4,000,000 shares of common stock for issuance.

Employee Stock Purchase Plan

On December 16, 2008, the Company’s stockholders ratified the adoption of the FactSet Research Systems Inc. 2008 Employee Stock Purchase Plan (the “Purchase Plan”). A total, including the reservation of an additional 500,000 shares have been reservedof common stock for issuance underthereunder. The amendment and restatement of the Purchase Plan.Plan was approved by FactSet’s Board of Directors on October 23, 2014 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.

Shares of FactSet common stock may be purchased by eligible employees under the Purchase Plan 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 during an offering period.

During fiscal 2013,2015, employees purchased 75,28163,265 shares as compared to 85,48774,889 shares in fiscal 20122014 and 75,71875,281 shares in fiscal 2011.2013. At August 31, 2013, 119,7702015, 481,616 shares were reserved for future issuance under the Purchase Plan.

 

401(k) Plan

The Company established a 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. Each year, participants may contribute up to 60% of their eligible annual compensation, subject to annual limitations established by the Internal Revenue Code. The Company matches up to 4% of employees’ earnings, capped at the IRS annual maximum. Company matching contributions are subject to a five year graduated vesting schedule. All full-time, U.S. employees are eligible for the matching contribution by the Company. The Company contributed $7.5$8.6 million, $6.7$7.7 million, and $5.9$7.5 million in matching contributions to employee 401(k) accounts during fiscal 2013, 20122015, 2014 and 2011,2013, respectively.

 


14. 15.STOCK-BASED COMPENSATION

 

The Company recognized total stock-based compensation expense of $40.0$26.4 million, $22.0$22.9 million and $25.8$40.0 million in fiscal 2015, 2014, and 2013, 2012, and 2011, respectively.

Stock-based compensation expense for the year ended August 31, 2013 includes pre-tax charges totaling $18.3 million related to the vesting of performance-based stock options granted in connection with the acquisitions of Market Metrics and StreetAccount. These performance-based options vested in the second and fourth quarters of fiscal 2013, respectively, when each acquired business accelerated to achieve stretch growth targets established on the date of grant. Included in fiscal 2011 was a pre-tax stock-based compensation charge of $7.9 million from an increase in the estimated number of performance-based options that will vest due to accelerating levels of ASV and diluted EPS than previously expected. 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.

As of August 31, 2013, $50.32015, $60.5 million of total unrecognized compensation expense related to non-vested awards is expected to be recognized over a weighted average period of 3.5 years.As of August 31, 2012, $39.2 million of total unrecognized compensation expense related to non-vested awards is expected to be recognized over a weighted average period of 3.1 years.There3.4 years. There was no stock-based compensation capitalized as of August 31, 20132015 and 2012,2014, 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.

Fiscal 2013

Q1 2015 

462,913 non performance-based employee stock options were granted at a weighted average exercise price of $131.31 and a weighted average estimated fair value of $37.67 per share.

Q2 2015 

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 

61,210 non performance-based employee stock options were granted at a weighted average exercise price of $159.14 and a weighted average estimated fair value of $44.95 per share.

Q4 2015

128,090 non performance-based employee stock options were granted at a weighted average exercise price of $165.02 and a weighted average estimated fair value of $54.10 per share.

Q1 2014 

35,508 non performance-based employee stock options and 36,695 performance-based employee stock options were granted at a weighted average exercise price of $109.49 and a weighted average estimated fair value of $31.78 per share.

Q2 2014 

138,902 non performance-based employee stock options and 165,949 performance-based employee stock options were granted at a weighted average exercise price of $106.03 and a weighted average estimated fair value of $29.14 per share.

Q3 2014 

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 

Q2 20139,367 non performance-based employee stock options were granted at a weighted average exercise price of $92.55 and a weighted average estimated fair value of $26.69 per share.

Q3 2013 

Q3 2013There were no employee stock options granted during the third quarter.quarter of fiscal 2013.

Q4 2013 

Q4 2013There were no employee stock options granted during the fourth quarter.

Fiscal 2012

Q1 2012 – 419,593 non performance-based employee stock options and 665,551 performance-based employee stock options were granted at a weighted average exercise pricequarter of $94.84 and a weighted average estimated fair value of $32.08 per share.

Q2 2012 – There were no employee stock options granted during the second quarter.

Q3 2012 There were no employee stock options granted during the third quarter.

Q4 2012 –120,847 non performance-based employee stock options and 241,546 performance-based employee stock options were granted at a weighted average exercise price of $90.92 and fair value of $33.11 per share.

Fiscal 2011

Q1 2011 – 84,811 non performance-based employee stock options and 809,239 performance-based employee stock options were granted at a weighted average exercise price of $88.40 and fair value of $24.42 per share.

Q2 2011 – 65,224 performance-based employee stock options were granted at a weighted average exercise price of $99.78 and fair value of $29.07 per share.

Q3 2011 – 6,408 non performance-based employee stock options were granted at a weighted average exercise price of $103.30 and fair value of $23.41 per share.

Q4 2011 – 17,842 performance-based employee stock options were granted at a weighted average exercise price of $96.10 and a weighted average estimated fair value of $28.02 per share.fiscal 2013.

  

 

 

The weighted average estimated fair value of employee stock options granted during fiscal 2013, 20122015, 2014 and 20112013 was determined using the binomial model with the following weighted average assumptions:

 

 

2013

  

2012

  

2011

  2015  2014  2013 

Term structure of risk-free interest rate

  0.16% - 1.91%   0.13% -2.41%   0.18% -1.88%  0.01%-2.3%  0.01%-2.6%  0.16%-1.91% 

Expected life (years)

 

7.6 

 -7.8   7.6 -9.1   4.0 -6.5  5.8-9.4  7.6-7.8  7.6-7.8 

Term structure of volatility

  24% - 33%   29% - 36%   23% - 35%  20%-31%  23%-33%  24%-33% 

Dividend yield

  1.30%    1.16%    1.25%     1.32%    1.35%    1.30% 

Weighted average estimated fair value

  $26.87    $32.34    $24.78     $41.87    $29.64    $26.87 

Weighted average exercise price

  $92.22    $93.86    $89.39     $141.84    $106.69    $92.22 

Fair value as a percentage of exercise price

  29.1%    34.5%    27.7%     29.5%    27.8%    29.1% 

 

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 is 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

The 2008 Non-Employee Directors’ Stock Option Plan (the “Directors’ Plan”) provides for the grant of share-based awards, including stock options, to non-employee directors of FactSet. A total of 250,000 shares of FactSet common stock have been reserved for issuance under the Directors’ Plan. The expiration date of the Directors’ Plan is December 1, 2018.

 

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 2015

On January 15, 2015, FactSet granted 13,842 stock options to the Company’s non-employee Directors at a weighted average estimated fair value of $28.18 per share, using the Black-Scholes option-pricing model with the following weighted average assumptions:

Risk-free interest rate

1.45

%

Expected life (years)

5.4

Expected volatility

23

%

Dividend yield

1.30

%


Fiscal 2014

On January 15, 2014, FactSet granted 14,424 stock options to the Company’s non-employee Directors at a weighted average estimated fair value of $27.04 per share, using the Black-Scholes option-pricing model with the following weighted average assumptions:

Risk-free interest rate

1.66

%

Expected life (years)

5.4

Expected volatility

29

%

Dividend yield

1.35

%

Fiscal 2013

On January 15, 2013, FactSet granted 18,781 stock options to the Company’s non-employee Directors at a weighted average estimated fair value of $24.23 per share, using the Black-Scholes option-pricing model with the following weighted average assumptions:

 

Risk-free interest rate

  0.89

%

Expected life (years)

  5.4 

Expected volatility

  32

%

Dividend yield

  1.30

%

 

Fiscal 2012

On January 13, 2012, FactSet granted 20,976 stock options to the Company’s non-employee Directors, including a one-time new Director grant of 5,244 stock options for Robin A. Abrams, who was elected to FactSet’s Board of Directors on December 13, 2011. All of the options granted on January 13, 2012 have a weighted average estimated fair value of $24.79 per share, using the Black-Scholes option-pricing model with the following weighted average assumptions:

Risk-free interest rate

0.94

%

Expected life (years)

5.4

Expected volatility

34

%

Dividend yield

1.11

%


Fiscal 2011

On January 14, 2011, 14,514 stock options were granted to the Company’s non-employee Directors with a weighted average estimated fair value of $26.87 per share, using the Black-Scholes option-pricing model with the following weighted average assumptions:

Risk-free interest rate

2.13

%

Expected life (years)

5.4

Expected volatility

31

%

Dividend yield

1.18

%

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 entitle 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 are 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.

 

Fiscal 2015

Fiscal 2013

 

9,384 restricted stock units with a fair value of $127.88 were granted on November 3, 2014.

841 shares of restricted stock with a fair value of $124.18 were granted on November 3, 2014.

15,070 shares of restricted stock with a fair value of $132.71 were granted on December 17, 2014.

1,724 restricted stock units with a fair value of $145.01 were granted on February 9, 2015.

21,294 shares of restricted stock with a fair value of $140.88 were granted on February 9, 2015.

397 shares of restricted stock with a fair value of $151.50 were granted on May 1, 2015.

448 shares of restricted stock with a fair value of $153.89 were granted on May 1, 2015.

5,704 shares of restricted stock with a fair value of $157.84 were granted on July 31, 2015.

Fiscal 2014

7,744 restricted stock units with a fair value of $103.30 were granted on September 17, 2013.

153,972 shares of restricted stock with a fair value of $102.22 were granted on November 1, 2013.

30,144 shares of restricted stock with a 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.

  

Fiscal 2012

There were no restricted stocks awards granted during fiscal 2012.


 

Fiscal 2011

117,723 shares of restricted stock with a fair value of $84.38 were granted on November 8, 2010.

3,291 restricted stock units with a fair value of $83.49 were granted on November 8, 2010.

366 shares of restricted stock with a fair value of $95.24 were granted on January 27, 2011.

1,719 restricted stock units with a fair value of $94.50 were granted on January 27, 2011.

30,090 shares of restricted stock with a fair value of $99.75 were granted on April 14, 2011.

1,092 restricted stock units with a fair value of $91.54 were granted on July 22, 2011.

Employee Stock Purchase Plan Fair Value Determinations

During fiscal 2013,2015, employees purchased 63,265 shares at a weighted average price of $122.76 compared to 74,889 shares at a weighted average price of $89.28 in fiscal 2014 and 75,281 shares at a weighted average price of $80.77 as compared to 85,487 shares at a weighted average price of $75.20 in fiscal 2012 and 75,718 shares at a weighted average price of $75.36 in fiscal 2011.2013. Stock-based compensation expense recorded during fiscal 2013, 2012,2015, 2014, and 20112013 relating to the employee stock purchase plan was $1.2$1.5 million, $1.3 million and $1.1$1.2 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, 2014 and 2013 2012were $24.05, $17.76 and 2011 were $15.79 $16.09, and $15.99 per share, respectively, with the following weighted average assumptions:

 

 

2013

  

2012

  

2011

  

2015

  

2014

  

2013

 

Risk-free interest rate

  0.07

%

  0.06

%

  0.10

%

  0.03

%

  0.04

%

  0.07

%

Expected life (months)

  3   3   3   3   3   3 

Expected volatility

  9.8

%

  14.8

%

  11.9

%

  16.3

%

  9.8

%

  9.8

%

Dividend yield

  1.38

%

  1.26

%

  1.04

%

  1.15

%

  1.38

%

  1.38

%

 

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.

 


15.16. 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):

 

Years Ended August 31,

 

2013

  

2012

  

2011

 

U.S. operations

 $220,778  $229,772  $198,688 

Non-U.S. operations

  50,132   44,933   40,270 

Income before income taxes

 $270,910  $274,705  $238,958 
             

U.S. operations

 $61,328  $76,020  $58,125 

Non-U.S. operations

  10,945   9,876   9,787 

Total provision for income taxes

 $72,273

*

 $85,896  $67,912

**

Effective tax rate

  26.7

%*

  31.3%  28.4

%**

* Includes income tax benefits of $7.2 million primarily from the reenactment of the U.S. Federal R&D tax credit in January 2013 and the finalization of the fiscal 2012 tax return.The reenactment of the credit was retroactive to January 1, 2012 and extends through the end of the 2013 calendar year. The fiscal 2013 annual effective tax rate before discrete items of $7.2 million was 28.9%.

** Includes income tax benefits of $6.3 million from the finalization of the fiscal 2010 tax return and the reenactment of the U.S. Federal R&D tax credit in December 2010. The fiscal 2011 annual effective tax rate before discrete items of $6.3 million was 30.9%.

Years Ended August 31,

 

2015

  

2014

  

2013

 

U.S. operations

 $263,411  $242,839  $220,778 

Non-U.S. operations

  70,343   60,625   50,132 

Income before income taxes

 $333,754  $303,464  $270,910 
             

U.S. operations

 $88,147  $81,998  $61,328 

Non-U.S. operations

  4,556   9,923   10,945 

Total provision for income taxes

 $92,703  $91,921  $72,273 

Effective tax rate

  27.8%  30.3%  26.7%

 

The components of the provision for income taxes consist of the following (in thousands):

 

Years Ended August 31,

 

2013

  

2012

  

2011

  

2015

  

2014

  

2013

 

Current

                        

U.S. federal

 $52,625  $73,272  $53,925  $82,885  $77,368  $52,625 

U.S. state and local

  3,309   4,305   4,833   4,419   3,972   3,309 

Non-U.S.

  11,188   10,224   10,728   6,368   10,350   11,188 

Total current taxes

 $67,122  $87,801  $69,486  $93,672   91,690  $67,122 
            

Deferred

                        

U.S. federal

 $5,036  $(1,405

)

 $(606

)

 $720  $547  $5,036 

U.S. state and local

  358   (152

)

  (27

)

  123   111   358 

Non-U.S.

  (243)  (348

)

  (941

)

  (1,812

)

  (427

)

  (243

)

Total deferred taxes

 $5,151  $(1,905

)

 $(1,574

)

 $(969

)

 $231  $5,151 

Total provision for income taxes

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


 

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):

 

Years Ended August 31,

 

2013

  

2012

  

2011

  

2015

  

2014

  

2013

 

Tax at federal U.S. statutory tax rate

  35.0%  35.0%  35.0%

Tax at U.S. Federal statutory tax rate

  35.0

%

  35.0

%

  35.0

%

Increase (decrease) in taxes resulting from:

                        

State and local taxes, net of U.S. federal income tax benefit

  2.0   2.1   2.2   1.6   1.8   2.0 

Foreign income at other than U.S. rates

  (2.5

)

  (1.9

)

  (1.7

)

  (3.0

)

  (2.9

)

  (2.5

)

Domestic production activities (Section 199) deduction

  (2.6

)

  (2.6

)

  (2.1

)

Income tax benefit from R&D tax credits

  (4.1

)

  (0.8

)

  (4.9

)

Domestic production activities deduction

  (2.2

)

  (2.1

)

  (2.6

)

Income tax benefits from R&D tax credits

  (2.7

)

  (1.1

)

  (4.1

)

Income tax benefits from foreign tax credits

  (1.2

)

  (0.5

)

  (0.7

)

  (0.3

)

  (0.4

)

  (1.2

)

Other, net

  0.1   0.0   0.6   (0.6

)

  0.0   0.1 

Effective tax rate

  26.7%  31.3

%

  28.4

%

  27.8

%

(1)  30.3

%

  26.7

%(2)

(1)

The fiscal 2015 effective tax rate of 27.8% includesincome tax benefits of $8.8 million primarily from the reenactment of the U.S. FederalR&D Tax Credit (the “U.S. Federal R&D tax credit”) in December 2014,finalizing prior year tax returns and other discrete items.


(2)

The fiscal 2013 effective tax rate of 26.7% includes income tax benefits of $7.2 millionprimarily fromthe reenactment of the U.S. Federal R&D tax credit in January 2013 andfinalizing prior year tax returns.

 

Deferred Tax Assets and Liabilities

The significant components of deferred tax assets that are recorded in the Consolidated Balance Sheets were as follows (in thousands):

 

At August 31,

 

2013

  

2012

  

2015

  

2014

 

Deferred tax assets

        

Current

                

Receivable reserve

 $614  $687  $541  $597 

Deferred rent

  2,191   3,175   794   1,067 

Deferred fees

  (2)  1,223 

Net current deferred taxes

 $2,803  $5,085 
        

Other

  770   177 

Net current deferred tax assets

 $2,105  $1,841 

Non-current

                

Depreciation on property, equipment and leasehold improvements

 $6,329  $2,498  $10,880  $9,831 

Deferred rent

  2,772   2,782   5,108   3,572 

Stock-based compensation

  19,828   23,395   17,562   18,160 

Purchased intangible assets, including acquired technology

  (8,401

)

  (6,801

)

  (17,533

)

  (10,750

)

Other

  1,495   1,239   4,582   1,564 

Net non-current deferred taxes

 $22,023  $23,113 

Net non-current deferred tax assets

 $20,599  $22,377 

Total deferred tax assets

 $24,826  $28,198  $22,704  $24,218 

 

The significant components of deferred tax liabilities that are recorded in the Consolidated Balance Sheets were as follows (in thousands):

 

At August 31,

 

2013

  

2012

  

2015

  

2014

 

Deferred tax liabilities (non-current)

        

Current

        

Other

 $562  $ 

Net current deferred tax liabilities

 $562  $ 

Non-current

        

Purchased intangible assets, including acquired technology

 $2,761  $2,936  $1,886  $3,478 

Stock-based compensation

  (365

)

  (343)     (860

)

Total deferred tax liabilities (non-current)

 $2,396  $2,593 

Other

  (189

)

  303 

Net non-current deferred tax liabilities

 $1,697  $2,921 

Total deferred taxliabilities

 $2,259  $2,921 

 

With the exception of the Company’s UK and French subsidiaries, aA provision has not been made for additional U.S. Federal taxes as of August 31, 2013 onall undistributed earnings of foreign subsidiaries because FactSet intendsare considered to reinvest these fundsbe invested indefinitely to support foreign growth opportunities.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, 20132015 and 2012.2014. 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.


 

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 and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws.

 

As of August 31, 2013,2015, the Company had gross unrecognized tax benefits totaling $5.4$6.8 million, including $1.0$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 million, including $1.1 million of accrued interest, recorded as non-current taxes payable in 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.

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 effectivelyultimately 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):

 

Unrecognized income tax benefits at August 31, 2010

 $7,346 

Additions based on tax positions related to the current year

  1,258 

Additions for tax positions of prior years

  1,493 

Statute of limitations lapse

  (964)

Reductions from settlements with taxing authorities

  (1,929)
    

Unrecognized income tax benefits at August 31, 2011

 $7,204 

Additions based on tax positions related to the current year

  691 

Additions for tax positions of prior years

  470 

Statute of limitations lapse

  (613)

Reductions from settlements with taxing authorities

  (2,288)
    

Unrecognized income tax benefits at August 31, 2012

 $5,464  $5,464 

Additions based on tax positions related to the current year

  1,372   1,372 

Additions for tax positions of prior years

  986   986 

Statute of limitations lapse

  (1,103)  (1,103)

Reductions from settlements with taxing authorities

  (1,284)  (1,284)
    

Unrecognized income tax benefits at August 31, 2013

 $5,435  $5,435 

Additions based on tax positions related to the current year

  921 

Additions for tax positions of prior years

  628 

Statute of limitations lapse

  (717)

Reductions from settlements with taxing authorities

  (766)

Unrecognized income tax benefits at August 31, 2014

 $5,501 

Additions based on tax positions related to the current year

  962 

Additions for tax positions of prior years

  1,122 

Statute of limitations lapse

  (809)

Unrecognized income tax benefits at August 31, 2015

 $6,776 

 

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, 2013,2015, 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

  

20102013 through 20132015

State (various)

  

2010 through 20132015

   

Europe

  

 

France

2010 through 2013

United Kingdom

  

20112013 through 20132015

France

2012 through 2015

  


16. 17. DEBT

FactSet’s debt obligations consisted of the following (in thousands):

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  $ 

On February 6, 2015, the Company entered into a Credit Agreement (the “Credit Agreement”) between FactSet, as the borrower, and Bank of America, N.A., as the lender (the “Lender”). At that date, the Credit Agreement provided for a $35.0 million revolving credit facility (the “Revolving Credit Facility”), under which the Company could 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 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 to 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. The Second Amendment also allows FactSet, subject to certain requirements, to arrange for additional borrowings with the Lender for an aggregate amount of up to $400.0 million, provided that any such request for additional borrowings must be in a minimum amount of $25.0 million. For more information on the Portware acquisition, seeNote 21,Subsequent Events.

As of August 31, 2015, no commitment fee was owed by FactSet since it borrowed the then-full amount of the Revolving Credit Facility on February 6, 2015. Other fees incurred by the Company, such as legal costs to draft and review the Credit Agreement, totaled less than $0.1 million and were capitalized as loan origination fees. These loan origination fees are being amortized into interest expense over the term of the Loan (three years) using the effective interest method and totaled less than $0.1 million in fiscal 2015.

The Credit Agreement contains covenants restricting certain FactSet activities, which are usual and customary for this type of loan.In addition, the Credit Agreement requires 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 Credit Agreement as of August 31, 2015.

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., when the goods or services are received).

 

Lease Commitments

At August 31, 2013,2015, the Company leases approximately 193,000202,000 square feet of office space at its headquarters in Norwalk, Connecticut. In addition, FactSet leases office space for its U.S. reportable segment in New York, New York; Boston, Massachusetts; Chicago, Illinois; San Francisco, and San Mateo, California; Austin, Texas; Jackson, Wyoming; Atlanta, Georgia; Tuscaloosa, Alabama; Newark, Ridgewood and Piscataway, New Jersey; Manchester, New Hampshire; Reston, Virginia, Youngstown, Ohio, and Reston, Virginia.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 all of the Company’sCompanies operating segments. The leases expire on various dates through 2024.2031. Total minimum rental payments associated with the leases are recorded as rent expense (a component of selling, general and administrative expenses) on a straight-line basis over the periods of the respective non-cancelable lease terms. Including new lease agreements entered into during fiscal 2013, the Company’s worldwide leased office space increased to approximately 809,000 square feet at August 31, 2013, up 2,000 square feet or 0.3% from August 31, 2012. The Company believes that its leased office space is adequate for its current needs and that additional space is available for lease to meet any future needs.

 


During fiscal 2013, 20122015, 2014 and 2011,2013, rent expense (including operating costs) for all operating leases amounted to approximately$38.6 million, $37.7 million and $36.2 million, $34.6respectively. At August 31, 2015 and 2014, deferred rent reported within the consolidated balance sheet totaled $20.9 million and $32.8$18.3 million, respectively. of which $18.4 million and $14.9 million, respectively, was reported as a non-current liability within the line itemDeferred Rent and Other Non-Current Liabilities.

Approximately $2.2$1.0 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, 2013.2015. 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, 20132015 and 2012,2014, 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, 2013,2015, 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

  

Minimum Lease

Payments

 

2014

 $27,662 

2015

  23,621 

2016

  17,684  $22,695 

2017

  16,359   28,002 

2018

  15,434   27,373 

2019

  25,974 

2020

  20,129 

Thereafter

  29,092   145,929 

Total

 $129,852  $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 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. As of August 31, 20132015 and 2012,2014, the Company had total purchase commitments with suppliers of $50.2$65.2 million and $52.2$53.3 million, respectively.


 

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 15)16). FactSet is currently under audit by multiple tax authorities. The Company has reserved for potential adjustments to its provision for income taxes that may result from examinations by, or any negotiated agreements with, these tax authorities, and the Company believes that the final outcome of these examinations or agreements 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.

 

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.

 


17. RISKS19.RISKS AND CONCENTRATIONS OF CREDIT RISK

 

Financial Risk Management

 

Foreign Currency Exchange Risk

The Company is exposed to changes in foreign currency exchange rates, which could affect its operating results, financial position and cash flows. The Company’s primary foreign currency market exposures include the Euro, British Pound Sterling, Euro, Japanese Yen, Indian Rupee and PhilippinesPhilippine Peso. The Company’s non-U.S. dollar denominated revenues expected to be recognized over the next twelve months are estimated to be $15 million while its non-U.S. dollar denominated expenses are $169 million, which translates into a net foreign currency exposure of $154 million per year. To the extent that FactSet’s international activities recorded in local currencies increase in the future, its exposure to fluctuations in currency exchange rates will correspondingly increase. FactSet manages its exposure to foreign currency exchange 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, to the Consolidated Financial StatementsDerivative Instruments, for additional analysis of the Company’s foreign currency exchange rate risk.

 

Interest Rate Risk

The fair market value of the Company’s cash and investments at August 31, 20132015 was $209$182.4 million. FactSet’s cash and cash equivalents consist of demand deposits and money market funds with original maturities of three months or lessfewer and are reported at fair value. The Company’s investments consist of certificates of deposits with original maturities greater than three months, but less than one year and, as such, are reported as short-term investments. It is anticipated that the fair market value of the Company’s portfolio will continue to be immaterially affected by fluctuations in interest rates. Because FactSet 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.


As of August 31, 2015, the fair value of the Company’s long-term debt was $35.0 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.It is anticipated that the fair market value of the Company’s debt will continue to be immaterially affected by fluctuations in interest rates and FactSet does not believe that the value of its debt has been significantly impacted by current market events.

 

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 primarily maintained with two 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. The Company maintains reserves for potential write-offs and 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, 2013,2015, the Company’s largest individual client accounted for 2% of total subscriptions and annual subscriptions from the ten largest clients did not surpass 15% of total subscriptions, consistent with August 31, 2012.2014. At August 31, 20132015 and 2012,2014, the receivable reserve was $1.6 million and $1.8$1.7 million, 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. FactSet calculates credit risk from observable data related to credit default swapsCDS 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. Because 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. To mitigate counterparty credit risk, FactSet enters into contracts with large financial institutions and regularly review credit exposure balances as well as the creditworthiness of the counterparties.

 


Data Content Providers

Certain datasetsdata 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 10% or more of FactSet's total data expenses in any fiscal year presented.

 

18.20. UNAUDITED QUARTERLY FINANCIAL DATA

 

The following table presents selected unaudited financial information for each of the eight quartersquarterly periods in the periodyears ended August 31, 20132015 and 2012.2014. 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).

 

Fiscal 2013

 

First

Quarter

  

Second

Quarter

  

Third

Quarter

  

Fourth

Quarter

 

Fiscal 2015

 

First

Quarter

  

Second

Quarter

  

Third

Quarter

  

Fourth

Quarter

 

Revenues

 $211,085  $213,083  $214,613  $219,332  $242,676  $247,792  $254,522  $261,779 

Cost of services

  73,586   75,842   76,721   80,231   97,543   99,516   100,686   107,595 

Selling, general and administrative

  66,414   81,077   66,255   68,567   64,873   67,628   68,480   68,531 

Operating income

  71,085   56,164   71,637   70,534   80,260   80,648   85,356   85,653 

Net income

  49,769   44,539   53,367   50,964   55,860   61,598   61,409   62,184 

Diluted earnings per common share(1)

 $1.11  $1.00  $1.20  $1.16  $1.32  $1.46  $1.45  $1.48 

Weighted average common shares (diluted)

  44,984   44,455   44,485   44,043   42,340   42,306   42,297   41,995 

 

Fiscal 2012

 

First

Quarter

  

Second

Quarter

  

Third

Quarter

  

Fourth

Quarter

 

Revenues

 $196,448  $199,371  $202,311  $207,663 

Cost of services

  66,833   67,531   68,878   72,295 

Selling, general and administrative

  62,862   64,723   64,939   64,741 

Operating income

  66,753   67,117   68,494   70,627 

Net income

  45,544   46,746   47,980   48,539 

Diluted earnings per common share

 $0.99  $1.02  $1.05  $1.08 

Weighted average common shares (diluted)

  46,103   45,707   45,736   45,152 

(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.


 

19. SUBSEQUENT EVENT

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.

 

Revere Data Acquisition21. 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 September 1, 2013,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 announcedfunded the Acquisition by borrowing $265.0 million on October 16, 2015 under its existing revolving credit facility, which it had acquired the assets of Revere Data, LLC for $15.4 million. Over the last decade, Revere has built an industry taxonomy that offers investors a unique way to classify companies and analyze how they fit in the global economy. Revere also offers a robust database of supply chain relationships that helps investors identify companies' interrelationships and mutual dependencies. At the time of acquisition, Revere had annual subscriptions of $4.9 million. The addition of Revere's specialty data complements FactSet's commitment to provide clients with unique and insightful content sets.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 ACCOUNTING AND

FINANCIAL DISCLOSURE

 

On October 30, 2013, the Audit Committee of the Board of Directors of FactSet Research Systems Inc. (“FactSet” or the “Company”) engaged Ernst & Young LLP (“EY”) as FactSet’s independent registered public accounting firm commencing with the fiscal year ending August 31, 2014.

PricewaterhouseCoopers LLP (“PwC”) performed the audit of the Company’s consolidated financial statements for the fiscal year ended August 31, 2013 and was dismissed as the independent registered public accounting firm upon completion of the audit on October 30, 2013. During the Company’s fiscal years ended August 31, 2013 and 2012 and through October 30, 2013, FactSet had no disagreements with PwC on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to PwC’s satisfaction, would have caused it to make reference to the matter in conjunction with its report on the Company’s consolidated financial statements for the relevant year; and during that same period there were no reportable events as defined in Item 304(a)(1)(v) of SEC Regulation S-K.

PwC’s audit reports on FactSet’s consolidated financial statements for the fiscal years ended August 31, 2013 and 2012 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. A copy of PwC’s letter to the SEC dated October 30, 2013 is filed as Exhibit 16.1.

During the Company’s fiscal years ended August 31, 2013 and 2012 and through October 30, 2013, neither FactSet, nor anyone on its behalf, consulted with EY with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided by EY to FactSet that EY concluded was an important factor considered in reaching a decision as to the accounting, auditing, or financial reporting issue or (ii) any matter that was the subject of either a disagreement (as defined in Item 304(a)(1)(iv) of SEC Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of SEC Regulation S-K).None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, the Company has evaluated the effectiveness of its 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’s 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 Company 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’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

The Company regularly reviews its system of internal control over financial reporting and makes changes to its processes and systems to improve controls and increase efficiency, while ensuring that the Company maintains an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

 

There have been no changes in the Company’s 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 20132015 that hashave materially affected, or isare reasonably likely to materially affect, the Company’s 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 on page 44.45.

 

Report of Independent Registered Public Accounting Firm

See Report of Independent Registered Public Accounting Firm under Item 8 on page 45.47.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

 

 

PART III

 

ITEM 10. DIRECTORS,EXECUTIVE OFFICERSAND CORPORATE GOVERNANCE

 

The information required by this item relating to our directors and nominees, regarding compliance with Section 16(a) of the Securities Act of 1934, and regarding our Audit Committee is included under the captions “Corporate Governance” and “Security Ownership of Certain Beneficial Owners and Management” and contained in the definitive Proxy Statement dated October 30, 2013,2015, all of which 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” of the Company’s definitive Proxy Statement dated October 30, 2013,2015, all of which information is incorporated herein by reference.

 

We have adopted a code of ethics that applies to our 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 committee charters.Board of Directors. The Internet address for our Website iswww.factset.com, and the 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 posted on the “Corporate Governance” page of our website 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 intend 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.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The information required by this item relating to our executive compensation is included under the caption “Executive Compensation” contained in the definitive Proxy Statement dated October 30, 2013,2015, all of which 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, 2013,2015, all of which information is incorporated herein by reference.

 

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 the information required by this item relating to director independence is included under the captionscaption “Corporate Governance” and “Director Compensation,” contained in the definitive Proxy Statement dated October 30, 2013,2015, all of which information is incorporated herein by reference.

 

ITEM 14. PRINCIPAL ACCOUNTANTACCOUNTING 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, 2013,2015, all of which information is incorporated herein by reference.

 

 

 

PART IV

 

ITEM 15. EXHIBITS AND ,FINANCIAL STATEMENT SCHEDULES

 

1.

Consolidated Financial Statements

 

The Index to Consolidated Financial Statements under Item 8 on page 4344 is incorporated herein by reference as the list of financial statements required as part of this report.

 

2.

Financial Statement Schedule

 

Schedule II – Valuation and Qualifying Accounts

 

Years Ended August 31, 2013, 2012,2015, 2014, and 20112013 (in thousands):

  

Receivable reserve

and billing adjustments*

 

Balance at
Beginning

of Year

  

Charged to

Expense/

Against Revenue

  

Write-offs,

Net of

Recoveries

  

Balance at

End of Year

 

2013

 $1,830  $1,580  $1,766  $1,644 

2012

 $1,955  $1,863  $1,988  $1,830 

2011

 $1,862  $1,748  $1,655  $1,955 

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 

 

*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.��

(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 been 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)(1)

3.2

  

Amendment to the Restated Certificate of Incorporation(2)(2)

3.3

  

Second Amendment to the Restated Certificate of Incorporation(3)(3)

3.4

  

By-laws of FactSet Research Systems Inc.(4)

3.5

Amended and Restated By-laws of FactSet Research Systems Inc.(5)(4)

4

  

Form of Common Stock(1)(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(6)(5)

10.3

  

The FactSet Research Systems Inc. 2000 Stock Option Plan(7)(6)

10.4

 

The FactSet Research Systems Inc. 2004 Stock Option and Award Plan, as Amended and Restated (8)(7)

10.5

 

The FactSet Research Systems Inc. 1998 Non-Employee Directors’ Stock Option Plan(9)(8)

10.6

 

The FactSet Research Systems Inc. 2008 Non-Employee Directors’ Stock Option Plan(10)(9)

10.810.7

  

The FactSet Research Systems Inc. 2008 Employee Stock Purchase Plan, as Amended and Restated (10)(9)

16.1

Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated October 30, 2013

21

  

Subsidiaries of the RegistrantFactSet Research Systems Inc.

2323.1

  

Consent of Independent Registered Public Accounting FirmErnst & 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


 

(1)

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-K for fiscal year 2001.

  

(3)

Incorporated by reference to the Company’s periodic report on Form 8-K, filed on December 16, 2011.


(4)

Incorporated by reference to the Company’s quarterlyperiodic report on Form 10-Q for the third quarter of fiscal year 2000. 8-K, filed on December 17, 2013.

(5)

Incorporated by reference to the Company’s quarterly report on Form 10-Q for the first quarter of fiscal year 2009. 

(6)

Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-22319). 

  

(7)(6)

Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-56870). 

  

(8)(7)

Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-171667). 

(9)(8)

Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-59839). 

  

(10)(9)

Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-156649)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, 20132015

/s/ F. PHILIP A. HADLEYSNOW 

 

F. Philip A. HadleySnow

 

Chairman and Chief Executive Officer

(Principal Executive Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this reportReport has been signed below by the following persons on behalf of the registrantRegistrant and in the capacities and on the dates indicated.

 

 Name

 

Title

Date

 

/S/ F. PHILIP A. HADLEYSNOW

 

Chairman and Chief Executive Officer and Director

October 30, 20132015

 
F. Philip A. HadleySnow (Principal Executive Officer)  
     

/s/ MAURIZIO NICOLELLI

 

Senior Vice President, and Chief Financial Officer

October 30, 20132015

 
Maurizio Nicolelli (Principal Financial Officer)  
     

/s/ MATTHEW J. MCNULTY

 

Vice President, and Controller

October 30, 20132015

 
Matthew J. McNulty (Principal Accounting Officer)  
     

/S/ CHARLES J. SNYDERPHILLIP A. HADLEY

 

Vice Chairman of the Board of Directors

October 30, 20132015

 
Charles J. SnyderPhilip A. Hadley    
     

/S/ JAMES J. MCGONIGLE

 

Lead Independent Director

October 30, 20132015

 
James J. McGonigle    
     

/S/ ROBIN A. ABRAMS

 

Director

October 30, 20132015

 
Robin A. Abrams    
     

/S/ SCOTT A. BILLEADEAU

 

Director

October 30, 20132015

 
Scott A. Billeadeau

/S/ MICHAELF. DICHRISTINA

Director

October 30, 2013

Michael F. DiChristina    
     

/S/ JOSEPH E. LAIRD, JR.

 

Director

October 30, 20132015

 
Joseph E. Laird, Jr.    
     

/S/ WALTER F. SIEBECKER

 

Director

October 30, 20132015

 
Walter F. Siebecker    
     

/s/ JOSEPH R.ZIMMELR.ZIMMEL

 

Director

October 30, 20132015

 

Joseph R. Zimmel

    

 

 

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