UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


________________

Form 10-K

 

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

 

FForor the fiscal yearended August 31, 20120517

 

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

 

FForor the transition period from         to            

 

Commission File Number: 1-11869


__________________

FACTSET RESEARCH SYSTEMS INC.

(Exact name of RegistrantRegistrant 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

(AddressAddress of principal executive office, including zip code)

 

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

 

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

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

 

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

 

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

Yes ☒    No ☐

 

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

Yes ☐    No ☒

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitionthe definitions of “largelarge accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth 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 ☐

Emerging Growth Company ☐

                                    

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

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

 

 

 

 

The aggregate market value of the registrant’sregistrant’s common stock held by non-affiliates of the registrant based upon the closing price of a share of the registrant’s common stock on February 27, 2015,28, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, as reported by the New York Stock Exchange on that date, was $6,345,491,456.$6,862,902,916.

 

The number of shares outstanding of the registrant’sregistrant’s common stock, as of October 20, 2015,25, 2017, was 41,448,927.39,109,746.

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement dated October 30, 2015,2017, for the 20152017 Annual Meeting of Stockholders to be held on December 15, 2015,19, 2017, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

 


 

FACTSET RESEARCH SYSTEMS INC.

FORM 10-K

 

For The Fiscal Year Ended August 31, 2015 2017

PART I

 

PART I

  

  

 

  

Page

ITEM 1.

 

Business

  

4

     

ITEM 1A.

 

Risk Factors

  

1412

     

ITEM 1B.

 

Unresolved Staff Comments

  

1716

   

ITEM 2.

 

Properties

  

1716

   

ITEM 3.

 

Legal Proceedings

  

1816

   

ITEM 4.

 

Mine Safety Disclosures

  

1817

 

PART II

   

ITEM 5.

 

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

  

1198

   

ITEM 6.

 

Selected Financial Data

  

2120

   

ITEM 7.

 

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

  

2222

   

ITEM 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

  

42

   

ITEM 8.

 

Financial Statements and Supplementary Data

  

4444

   

ITEM 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  

8585

   

ITEM 9A.

 

Controls and Procedures

  

8585

   

ITEM 9B.

 

Other Information

  

8585

 

PART III

   

ITEM 10.

  

Directors, Executive Officers and Corporate Governance

  

8686

   

ITEM 11.

  

Executive Compensation

  

8686

   

ITEM 12.

  

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

  

8686

   

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

  

8686

   

ITEM 14.

  

Principal AccountingAccounting Fees and Services

  

8686

 

PART IV

   

ITEM 15.

  

Exhibits, Financial Statement Schedules

  

8787

  

Signatures

  

8989

 


 

Part I

 

ITEM

Item 1. BUSINESSBusiness

 

Business Overview

FactSet Research Systems Inc. (the “Company”Company” or “FactSet”) is a provider ofprovides integrated financial information and analytical applications tofor the global investment community. FactSet combinesThe Company delivers insight and information to financial investment professionals through its analytics, service, content, regarding companies and securities from major markets all over the globe into a single online platform of informationtechnology. By integrating comprehensive datasets and analytics. By consolidating content from hundreds of databasesanalytics across asset classes with powerful analytics,client data, FactSet supports the investment process from initial research to published results for buyworkflow of both buy-side and sell-side professionals.clients. These professionals include portfolio managers, wealth managers, research and performance analysts, risk managers, marketing professionals, sell-side equity research professionals, investment bankers, and fixed income professionals. From streaming real-time data to historical information, including quotes, estimates, news and commentary, FactSet offers unique and third-party content through desktop, wireless and off-platform solutions. The Company’s applications provide users access towide application suite offers tools and resources including company and industry analyses, multicompany comparisons, companyfull screening tools, portfolio analysis, predictive risk measurements, alphatesting,profiles, alpha-testing, portfolio optimization and simulation, real-time news and quotes and tools to value and analyze fixed income securities and portfolios. With Microsoft® Office integration, wireless access and customizable options, FactSet offers a complete financial workflow solution.research management solutions. The Company’s revenues are derived from subscriptions to products and services contentsuch as workstations, analytics, enterprise data, research management, and financial applications. Revenues are derived from month-to-month subscriptions to services, databases and financial applications. Investment management (buy-side) clients account for 82.5% of annual subscription value (“ASV”), with the remainder from investment banking firms (sell-side) that perform Mergers & Acquisitions (“M&A”) advisory work, capital markets services and equity research.trade execution.

 

Corporate History

FactSet was founded in 1978 and has been publicly held since 1996. The Company is dual listed on the New York Stock ExchangeExchange (“NYSE”) and the NASDAQ Stock Market (“NASDAQ”) under the symbol “FDS.” Fiscal 20152017 marked the Company’s 37th39th year of operation, its 35th37th consecutive year of revenue growth and its 19th21st consecutive year of adjusted earnings growth as a public company.

 

IToday,n fiscal 2017, FactSet continues to upholdand 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;wholly owned companies Vermilion Holdings Limited (“Vermilion”) 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 locationsPortware LLC (“Portware”), won top honors 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 listmore than nine industry awards competitions, including “Best Market Data Provider” and “Best Analytics Provider” in the last eight years. FactSet was also recognized as one of the UK’s “Best Workplaces” by the Great Place to Work® Institute UKInside Market Data and Inside Reference Data Awards. In addition, Waters Rankings selected Vermilion for the seventh consecutive year, listed in Crain’s “Chicago’s Best Places to Work” for the thirdsecond 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.

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


Management Changes

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 annual 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 with FactSet since 1989 and had been in his current role since 2009, remains with the Company as a Vice Chairman and works in a senior executive sales advisory position. In addition, on March 16, 2015, FactSet appointed Mark Hale as the Company’s new Executive Vice President, Chief Operating Officer. Mr. Hale succeeded Peter Walsh and reports directly to Mr. Snow. Mr. Walsh, who has been with FactSet since 1999 and had been in his current role since 2009, remains with the Company focusing on various discrete projects.

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. Since 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.

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 early 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 a key component of the Company’s business model, with 62,205 users of FactSet spread across 2,976 clients in over 50 countries worldwide as of August 31, 2015. In addition to unlimited access to the Company’s global support desk, each client is assigned a consultant who works to become familiar with the user’s needs and processes. These consultants train users, assist on projects and answer any inquires the client may have. The consultant role has evolved through the years as FactSet has expanded its client base and products. FactSet aims to hire consultants to specialize in the products for user type, so that it can more effectively route support desk calls and create roles within consulting that encourage proactive support. Ninety-seven percent of clients reported that they were satisfied or very satisfied with client service during fiscal 2015, consistent with the prior year. Service via email, text, instant messaging, or phone is available 24/7, year-round and includes visits by Company personnel for hands-on personalized desktop service. To enhance support to the Company’s 62,205 users on six continents, approximately 47% of new FactSet employees hired in fiscal 2015 joined as consultants.

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. 


The Employee Base

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

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

 

FactSet is proudalso earned top honors for its industry-leading service, winning “Best Client Services Solution” at the FTF News Technology Innovation Awards, Portware was honored as the “Best Buy-Side EMS” in the Markets Choice Awards, which recognize the best of the best across the institutional buy-side and sell-side: exchanges, sell-side trading desks, institutional asset owners, investment managers, and technology providers. In fiscal 2017, the Company completed numerous strategic acquisitions, to have receivedbroaden its suite of products and provide end-to-end solutions for its clients. These acquisitions included the following accolades in fiscal 2015:following:

 

 

Ranked #48 on Fortune’s “100 Best CompaniesNovember 2016: Vermilion, a leading global provider of client reporting and communications software and services to Work For.”the financial services industry.

March 2017: BISAM, a leading provider of portfolio performance and attribution, multi-asset risk, GIPS composites management and reporting,

 

 

April 2017: Recognized as one ofInteractive Data Managed Solutions business (“IDMS”), renamed to FactSet Digital Solutions, a managed solutions and digital portal provider helping wealth clients adapt to 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.”industry’s digital transformation.

 

Innovation

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

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

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


Client Subscription Growth

Annual subscription value (“ASV”) at any given point in time represents the forward-looking revenues for the next twelve months from all subscription services currently being supplied to clients. At August 31, 2015,2017, ASV was $1.058$1.32 billion, up 9.2%5.7% organically from a year ago. The increase in ASV during fiscal 20152017 was driven by broad-based global growth from bothacross the buyAnalytics 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.Content & Technology Solutions (“CTS”) product suites.

 

During fiscal 2015,2017, FactSet added 183539 net new clients, (excluding 50 new clients acquired from the acquisition of Code Red), increasing the number of clients by 6.7%12.8% 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, 7,6094,910 net new users were added during fiscal 2015, the highest year over year growth total ever.2017. 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 banking clients in 2015. In addition, FactSet released a new user interface with an emphasis on ease of use and search which contributed to the net user increase.clients.


 

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

 growth:

Financial Information on Geographic Areas

Operating segments are defined as 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 thethe 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 CODMFinancial information at the operating segment level is itsreviewed jointly by the Chief Executive Officer (“CEO”) and senior management. Senior management consists of executives who directly report to the CEO, comprising the Chief Financial Officer, Chief Operating Officer, Global Head of Sales and Client Solutions, General Counsel, and Chief Human Resources Officer. Senior management, along with the CEO, constitute FactSet’s chief operating decision making group (“CODMG”) and is responsible for making decisions about resources allocated amongstamong the operating segments based on actual results.

 

FactSetFactSet’s operations’s operating segments are organized into three reportable segmentsaligned with how the Company, including its CODMG, manages the business and the demographic markets in which FactSet serves. The Company’s internal financial reporting structure is based on geographic business activities:three segments; the U.S., Europe and Asia Pacific. This alignment reflects the Company’s approach to managing the business and transacting in the various markets in which FactSet serves by 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 information to investment managers, investment banks and other financial services professionals. The U.S. segment services financeinvestment professionals including financial institutions throughout the Americas, while theAmericas. The European and Asia Pacific segments service investment professionals located throughout Europe and the Asia Pacific region, 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 headquarteredmaintains office locations in London,Bulgaria, Dubai, England, and maintains offices in France, Germany, Italy, Ireland, Latvia, Luxembourg, the Netherlands, Spain, South Africa, Sweden and Dubai.Switzerland. The Asia Pacific segment is headquartered in Tokyo, Japan withhas office locations in Australia, Hong Kong, SingaporeIndia, Japan, and Mumbai, India.Singapore. Segment revenues reflect direct sales to clients based in their respective geographic locations. There are no intersegment or intercompany sales of the FactSet products and 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’sCompany’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 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.Business Strategy 

 

Wealth ManagersResearch Solutions

FactSetUsing FactSet solutions can allow’s Research business offers a wealth manager to stay on top of clients’ portfolios, streamline communicationpowerful data solution that combines global coverage, deep history, 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 againstunparalleled transparency with thousands of global benchmarks, mutual funds,FactSet-sourced and ETFs. FactSet’s interactive account review documents aidthird-party databases integrated in preparing client-friendly reportsone flexible platform. The Research business has a strong focus on growing a number of users and clients types including investment banking, sell-side research, buy-side research, private equity, capital markets, investor relations, and media. This Research business offerings comprise Core Applications, including Universal Screening, Company & Security Analytics, Industry and Markets, Filings, Ownership, Research, News and our industry-leading Research Management Solutions (“RMS”).

Portfolio Management and Trading Solutions

FactSet’s Portfolio Management and Trading (“PMT”) solutions focus on workflows that reflect performance, characteristics,are specific and composition of individual accountsunique for the front office. This includes offering a multi-asset execution management system (“EMS”) platform as well as overall client or prospect relationships.compliance and order management functionality. These products are aimed at large asset managers, hedge funds and mid-market customers and combine automation and intelligent trading workflows. With a focus on serving traders and portfolio managers, we will continue our growth in this market segment.

 

Private Equity& Venture CapitalAnalytics Solutions

Private equity

FactSet’s Analytics business addresses workflows around risk, performance and venture capital firms can access screening technologyreporting. FactSet’s Analytics business has been one of our strongest growth drivers. Investment professionals want to focus on producing results. They need in-depth insight, powerful analytics, and links between funds and their portfolio companies to assist in uncovering new targets which are in linecomprehensive datasets integrated seamlessly with their portfolios. FactSet Portfolio Analysis (“PA”) is a multi-asset class, global solution that helps investment theory. professionals spend more time discovering alpha. PA is an interactive tool that helps users make smarter decisions with a flexible, multi-tile interface of reports and charts. FactSet’s Multi-Asset Class (“MAC”) risk model helps users understand risk factors across different asset types and classes. Additionally, the Company has enhanced its offering with client-requested functionality such as fixed income optimization and the Duration Times Spread (“DTS”) attribution model.

Wealth Solutions

FactSet’s Wealth business creates solutions offer everything from high-level company snapshot reports to tools that create presentationare specific and deal-ready books. Users can also leverage FactSet StreetAccount to view industry-specific news and metrics and track market receptivity and performanceunique for the latest public offerings.wealth management industry and help with investment portfolio management, advisory services, financial planning and other financial services. FactSet’s medium to long-term investment themes in the wealth business will aim to achieve market-leading positions or differentiate offerings by providing end to end solutions, focusing on non-equity content and single security analytics, portfolio and risk analytics and digital strategy.

Content and Technology Solutions

FactSet’s CTS business is focused on delivering value to its clients in the way they want to consume it. CTS offerings include delivery of content and analytics from the FactSet platform, as well as giving clients direct access to insight and information outside of the workstation through cloud-based application program interfaces (“APIs”) and white label solutions.

 


 

Researchers & AnalystsFactSet Clients

Buy-side

FactSet solutions provideis focused on understanding the information to enhance research analysts’ workflowsbuy-side workflow across all firm types and provide differentiated ideasuser types. These clients include portfolio managers, analysts, traders, wealth managers, performance teams and opportunities to their clients. Users can gain country-risk and regional-level insight withcompliance teams at a broad rangevariety of macroeconomic, index, interest rate,firms, such as traditional asset managers, wealth advisors, hedge funds, insurance companies, plan sponsors 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.fund of funds.

 

As buy-side clients Consultants& Advisors

continues to shift towards multi-asset class investment strategies, FactSet is well positioned to be a partner in the space, given its ability to provide solutions across their entire workflow. Through its workstation, powerful analytics, unique content like FactSet’s classificationGeographic Revenue data, helps consultantsdata feeds 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 useportfolio services, FactSet is able to provide 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, examineacross 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.at nearly every stage of the investment process.

 

In addition, FactSet’s product and service offerings are customizable to meet the needsThe buy-side ASV growth rate for fiscal 2017 was 5.9%. Buy-side clients accounted for 84.1% 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 whichASV 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:2017.

 

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.Sell-side

 

FactSet ETF Analytics data enables usersis a market leader on the sell-side and is continuing to make validexpand beyond investment banking into various other parts of banking institutions. The Company anticipates that future growth may come from the breadth of solutions FactSet provides to the sell-side across analytics, content 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.technology.

 

FactSet Geographic Revenue Exposurehas historically focused on selling workstations to banks. Over the last few years, its emphasis has shifted to focus on selling more differentiated product offerings outside the workstation including StreetAccount, and RMS. FactSet is also expanding its banking user base outside investment banking to commercial banking, research, quant groups, compliance and regulatory divisions and sales and trading teams.

The sell-side ASV growth rate for fiscal 2017 was 4.6%. Sell-side clients accounted for 15.9% of ASV as of August 31, 2017.

Talent

Since its founding, FactSet Geographic Revenue Exposure (“GeoRev”)has built a collaborative culture that recognizes and rewards innovation and offers employees a variety of opportunities and experiences. FactSet’s employees are critical to its success and the reason FactSet continues to execute at a high level. FactSet’s focus on engaging and enabling employees to do their best work, is a comprehensive database that correlates geographic revenuecentral to a proprietary normalized four-level geographic classification structure containing more than 280 countries, areas, regionsFactSet’s ability to deliver the best insight 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.globally.

 

In fiscal 2017, FactSet was honored by the following recognition:

Best Workplaces in Finance and Insurance from FORTUNE

Top Companies for Graduates to Work for in the UK by TheJobCrowd® for the fourth consecutive year

U.K.’s Best Workplaces from Great Place to Work® for the eighth consecutive year

As of August 31, 2017, employee headcount was 9,074, up 8.3% from a year ago. Excluding workforces acquired in fiscal 2017, headcount increased 2.4% from a year ago. Of FactSet’s total employees, 2,493 were located in the U.S., 1,322 in Europe and 5,259 in the Asia Pacific region. Approximately 70% of the Company’s employees were involved in operational roles including content collection and software and systems engineering, 27% had a client-focused role conducting sales and consulting services and the remaining 3% provided administrative support.

In May 2017, John W. Wiseman was named the Company’s new Executive Vice President, Global Head of Sales and Client Solutions. In this role, Mr. Wiseman reports directly to FactSet’s Chief Executive Officer, Phil Snow, and is responsible for all global sales and client service activities for the Company.

As of August 31, 2017, approximately 500 FactSet employees within certain French and German subsidiaries were represented by mandatory works councils. No other employees are represented by a collective bargaining agreement.

ThirdParty Data Content

FactSet aggregates third party content from more than 220thousands of data suppliers, 100 news sources, exchanges, brokers and 80 exchangescontributors into its own dedicated online service, which the client accessesclients access to perform their analyses. FactSet carries content from premier providers such as Thomson Reuters, StandardAustralian Securities Exchange, Axioma, Inc., Bank of America Merrill Lynch, Barclays, Bureau van Dijk, Dow Jones & Poor’s, Axioma,Company Inc., Information USA Inc., Interactive Data Corporation, LLC, Dow Jones & CompanyIntex Solutions, Inc., London Stock Exchange, Morningstar, Inc., MSCI Inc., NASDAQ OMX, Northfield Information Services, Inc., Barclays Capital, Intex Solutions,NYSE Euronext Inc., Bureau van Dijk, ProQuote Limited, MSCI Barra,Russell Investments, S&P Global Inc., SIX Financial Information USAThomson Reuters, Toyo Keizai Inc., Morningstar, Inc., Russell Investments, Bank of America Merrill Lynch, NYSE Euronext, London Stock Exchange, and 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.

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


Data Centers

 

FactSetData Centers

FactSet’s’s business is dependent on its ability to process substantial volumes of data and transactions rapidly and efficiently on its 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. In the event of a site failure, equipment problem or localized disaster, the remaining center has the capacity to handle the additional load. FactSet continues to be focused on maintaining a global technological infrastructure that allows the Company to support its growing business.

 

Several years ago, FactSet launched, its multi-phase project, 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.Themachines. The Company operates fully redundant data centers in Virginia and New Jersey.Jersey in the U.S. These data centers handle FactSet’s entire client capacity. In addition, FactSet 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 the Company’s mainframe machines.

Research and ProductDevelopment Costs

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

 

CompetitionThe Competitive Landscape

FactSet is part of the financial information services industry, which provides accurate financial information and software solutions to the global investment community. According to industry reports, global spend on market data and analysis grew 4.1% to $26.5 billion in 2015 compared to the prior year. This extremely competitive market is comprised of both large, well-capitalized companies and smaller, niche firms including market data suppliers, news and information providers and many of the content providers that supply the 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.S&P Global Market Intelligence. Other competitors and competitive products include online database suppliers and integrators and their applications, such as MSCI Inc., Morningstar Inc., Markit Ltd., SunGard, Dealogic PLC, Interactive Data Corporation, Dow Jones & Company, Inc., BlackRock Solutions, The Yield Book, Inc., RIMES Technologies Corporation and Wilshire Associates Inc. Many of these firms offer products or services which are similar to those sold by the 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 enjoysenjoys 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.offered. The Company is entrusted with significant amounts of our clients' own proprietary data, including portfolio holdings. As a result, the Company's products have become central to investment analysis and decision-making for clients.

Intellectual Property and other Proprietary Rights

FactSet has registered trademarks and copyrights for many of its products and services and will continue to evaluate the registration of additional trademarkstrademarks 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, copyright and copyrightpatent 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.

Research and Product Development 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 rapidly to adopt new technology that can improve its products and services. FactSet does not have a separate research and product development department, but rather the Product Development and Engineering departments work closely with the Sales function to identify areas of improvement with the goal of providing increased value to clients. As such, research and product development costs relate to the salary and benefits for the Company’s product development, software engineering and technical support staff and, as such, these costs are expensed when incurred within cost of services as employee compensation. The Company expects to allocate a similar percentage of its workforce in future years in order to continue to develop new products and enhancements, respond quickly to market changes and meet the needs of its clients efficiently. FactSet incurred $215.0 million of research and product development costs during fiscal 2017, which was comparable to its spend on similar development during fiscal years 2016 and 2015 respectively.


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,P.A.N. Securities, 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,P.A.N. Securities, 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)(i).

 

Corporate Contact Information including Internet Address

FactSet was founded as a Delaware corporationcorporation in 1978, and its principal executive offices are in Norwalk, Connecticut. The mailing

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

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

Website address: www.factset.com

Available Information

Through theInvestor Relations section of the Company’sCompany’s website (http:(http://investor.factset.com)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, Reports on Forms 3, 4 or 5 and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. All such filings are available free of charge.

 

FactSet broadcasts live its quarterlyquarterly earnings calls via its investor relations web site.website. 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.website. The contents of these web sites arethis website is 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 arethis website is intended to be inactive textual references only.

 

In addition, the Company’sCompany’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 Corporate Governance Guidelines and the charters of each of the committees of the Company’s Board of Directors, including the Audit Committee, Compensation and Talent Committee and Nominating and Corporate Governance Committee, are available on theInvestor Relationssection of the Company’s website and thewebsite. 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.


Executive Officers of the Registrant


The following table shows the Company’sCompany’s executive officers as of August 31, 2015:2017:

Name of Officer 

Age

Office Held with the Company 

Officer Since 

F. Philip Snow

51

Chief Executive Officer

2014

Mark J. Hale

42

Executive Vice President, Chief Operating Officer

2015

Scott G. Miller

47

Executive Vice President, Global Director of Sales

2015

Maurizio Nicolelli

47

Senior Vice President, Chief Financial Officer 

2009

Edward Baker-Greene

52

Senior Vice President, Chief Human Resources Officer

2015

Rachel R. Stern

50

Senior Vice President, Strategic Resources and General Counsel

2009

Name of Officer

Age

Office Held with the Company 

Officer Since 

F. Philip Snow

53

Chief Executive Officer

2014

Mark J. Hale

44

Executive Vice President, Chief Operating Officer

2015

John W. Wiseman

49

Executive Vice President, Global Head of Sales and Client Solutions

2017

Maurizio Nicolelli

49

Senior Vice President, Chief Financial Officer

2009

Edward Baker-Greene

54

Senior Vice President, Chief Human Resources Officer

2015

Rachel R. Stern

52

Senior Vice President, Strategic Resources and General Counsel

2009

 

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

 

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

John W. Wiseman

ScottG. Miller – Executive Vice President,Global DirectorHead of Sales.Sales and Client Solutions. Mr. MillerWiseman joined FactSet in January 2015.Previously,2004 as Vice President in the sales department. During his tenure at FactSet, Mr. Miller was employed by Bloomberg L.P., where he had executiveWiseman held several positions of responsibility for enterprise accounts.including Senior Vice President, Global Head of Strategic Partnerships & Alliances. Prior to his experience with FactSet, Mr. MillerWiseman was a founding executiveSenior Managing Director at Bear Stearns & Co. Inc. Mr. Wiseman received a B.A. in Political Science and Global Chief Operating OfficerManagement Science from Duke University and a Master’s of Bloomberg’s Enterprise Solutions Group, responsible forBusiness Administration from the strategy and executionUniversity 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, Americas; Regional Sales Manager, Americas; Regional Sales Manager, EMEA; and National Sales Manager, EMEA. From 1995 to 1998, Mr. Miller worked in fixed income sales at Bank of Montreal in London. He started his career in 1992 at Nesbitt Thomson in Montreal, Canada and is a graduate of St. Francis Xavier University.Edinburgh.

 

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 and was named Chief Financial 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.

 

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

 

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


 

Additional Information

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

  

Page(s)

Five-Year Summary of Selected Financial Data

21

20

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

22-41

22-41

Quantitative and Qualitative Disclosures about Market Risk

42

42

Note 1 to Consolidated Financial Statements entitledOrganization and Nature of Business

54

53

Note 7 to Consolidated Financial Statements entitledSegment Information

63

62

 


 

ITEMITEM 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.performance.

 

Risk factors which could cause future financial performanceperformance 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’sFactSet’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, misappropriation of client data by an employee or an external third party could occur, whichoccur. This data misappropriation 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 CompanyCompany’s brand and reputation.

 

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

The marketmarket for FactSet is characterized by rapid technological change, changes in client demands and evolving industry standards, which 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 they 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.

 

FactSet must hire and retain key qualified personnel

The Company’sCompany’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 returns may impact the buying power of investment management clients

Approximately 82.5%84.1% of the Company’s annual subscription value (“ASV”) 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.requests. 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 clients and users

FactSet

FactSet’s’s sell-side clients that perform M&A advisory work, capital markets services and equity research, account for approximately 17.5%15.9% of its revenues.ASV. A significant portion of these revenues relate to services deployed by large, bulge bracketthe largest banks. While 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 would impact many of the large banking clients due to the amount of leverage deployed in past operations. A lack of confidence in the global banking system could cause declines in merger and acquisitions funded by debt. Uncertainty, consolidation and business failures in the global investment banking sector could adversely affect the Company’s financial results and future growth.

 


 

A dramatic shift from active to passive investing could negatively impact user count growth

The predominant investment strategy today is active investing, which attempts to outperform the market. The goal of active management is to beat a particular benchmark. The majority ofVolatility assets under management are actively managed. Analyzing market trends, the economy and the company-specific factors, active managers are constantly searching out information and gathering insights to help them make their investment decisions. Passive management, or indexing, is an investment management approach based on investing in exactly the same securities, and in the financial markets may delaysame proportions, as an index such Dow Jones Industrial Average or the spending patternS&P 500. It is called passive because portfolio managers do not make decisions about which securities to buy and sell; the managers merely follow the same methodology of clientsconstructing a portfolio as the index uses. The main advantage of active management is the expectation that the managers will be able to outperform the index due to their superior skills. They can make informed investment decisions based on their experiences, insights, knowledge and reduce future ASV growth

Sales cycles for FactSet may fluctuate and be extendedability to identify opportunities that can translate into superior performance. The main advantage of passive investing is that it closely matches the performance of the index. Passive investing requires little decision-making by the manager. The manager tries to duplicate the chosen index, tracking it as efficiently as possible. This results in times wherelower operating costs that are passed on to the financial markets are volatile. The decision to purchase the FactSet service 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 uncertaintiesinvestor in the financial markets may cause clients to remain cautious about capital and data content expenditures, particularly in uncertain economic environments. The cycle associated with the purchaseform of lower fees. Approximately 84.1% of the Company’s service offerings typically depends uponASV is derived from its investment management clients. In the sizepast decade, passively managed index funds have seen greater investor interest, and this trend has become more dramatic in recent years. A continued lessening of the client.investor interest in actively managed equity funds could decrease demand for FactSet’s products and services.

 

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

FactSet continues to experience intense competitioncompetition across all markets for its products with competitors ranging in size from smaller, highly specialized, single-product businesses to multi-billion dollar 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 attract new business. Competitive pricing pressures did not have a material impact on the Company’s results of operations during fiscal 2015 or in any other fiscal year presented. However, futureFuture competitive pricing pressures may result in decreased sales volumes and price reductions, resulting in lower revenues. Weak economic conditions may also result in clients seeking to utilize lower-cost information that is available from alternative sources.Thesources. 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.

 

Failure to maintain reputation

FactSet enjoys a positive reputation in the marketplace. FactSet’s ability to attract and retain customers is affected by external perceptions of its brand and reputation. Reputational damage from negative perceptions or publicity could affect FactSet’s ability to attract and retain clients and employees and its ability to price its products at their full value. Although the Company monitors developments for areas of potential risk to its reputation and brand, negative perceptions or publicity could have a material adverse effect on FactSet’s business and financial results.

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

Each year, more and morean increasing amount of free or relatively inexpensive information becomes available, particularly through the Internet, and this trend may continue. The availability of free or relatively inexpensive information may reduce demand for FactSet.FactSet’s products. 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’s international operations involve special risks

In 2017, approximately 36% of FactSet’s revenue related to operations located outside of the U.S. In addition, a significant number of its employees, 73%, are located in offices outside of the U.S. The Company expects to continue its international growth, with international revenue accounting for an increased portion of total revenue in the future. The Company’s international operations involve risks that differ from or are in addition to those faced by its U.S. operations. These risks include difficulties in developing products, services and technology tailored to the needs of clients around the world, including in emerging markets; different employment laws and rules and related social and cultural factors; different regulatory and compliance requirements, including in the areas of privacy and data protection, anti-bribery and anti-corruption, trade sanctions, marketing and sales and other barriers to conducting business; cultural and language differences; diverse or less stable political, operating and economic environments and market fluctuations; civil disturbances or other catastrophic events that reduce business activity; limited recognition of FactSet’s brand; differing accounting principles and standards; restrictions on or adverse tax consequences from entity management efforts; and unexpected changes in U.S. or foreign tax laws. If the Company is not able to efficiently adapt to or effectively manage the business in markets outside of the U.S., its business prospects and operating results could be materially and adversely affected. In particular, political tension has been increasing in Manila, the Philippines. Civil unrest in Manila may make it difficult or impossible for FactSet to continue its operations there. Although FactSet has tested business continuity plans in place for its operations there, an extended period of civil unrest that halts or significantly impedes operations could have a material adverse effect on the Company.

 

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

The Company faces exposure to adverse movements in foreign currency exchange rates as 70%73% of FactSet’s employees and 48%54% of its leased office space arewere located outside the U.S.U.S at August 31, 2017. 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,Euro, Indian Rupee, 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%increased, both organically and due to the fiscal 2017 acquisitions, by 613 net new employees, a 10% increase since August 31, 2014 and represented 70% of the FactSet workforce at August 31, 2015.2016. FactSet’s non-U.S. dollar denominated revenues expected to be recognized over the next twelve12 months are estimated to be $30.7approximately $90 million, while its non-U.S. dollar denominated expenses are estimated to be $205.4approximately $300 million, which translates intoresulting in a net foreign currency exposure of $174.7approximately $210 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 inwhich could cause an adverse impact on its results of operations.

 

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 service 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 data content expenditures, particularly in uncertain economic environments. The cycle associated with the purchase of the Company’s service offerings typically depends upon the size of the client.

Failure to identify, integrate, or realize anticipated benefits of acquisitions

FactSet may be unable to successfully identify acquisitions or may experience integration or other risks resulting from its acquisitions, leading to an adverse effect on its financial results. As the Company continues to pursue selective acquisitions to support its business and growth strategy, it seeks to be a disciplined acquirer. There can be no assurance that it will be able to identify suitable candidates for successful acquisition at acceptable prices. In addition, the Company’s ability to achieve the expected returns and synergies from past and future acquisitions and alliances depends in part upon its ability to effectively integrate the offerings, technology, sales, administrative functions and personnel of these businesses into FactSet’s core business. The Company cannot assure its acquired businesses will perform at the levels anticipated. In addition, past and future acquisitions may subject the Company to unanticipated risks or liabilities or disrupt operations.

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

FactSet

FactSet’s’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 rapidly and efficiently 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,operations. However, a loss of the Company’s services may induce its clients to seek alternative data suppliers and anysuppliers. Any such losses or damages incurred by FactSet could have a material adverse effect on its business. Although the Company seeks to minimize these risks through security measures, controls and back-up data centers, there can be no assurance that such efforts will be successful or effective.

 


 

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

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

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

 

Third parties may claimFactSet infringes 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, 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

Many of FactSet’sFactSet’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 its clients could be deemed relevant to a regulatory investigation or other governmental or private legal proceeding involving its clients, which could result in requests for information from FactSet that could be expensive and time consuming. In addition, clients 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.

��

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.

 

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.


 

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

 

None.

ITEM 2. PROPERTIES

 

At August 31 2015,, 2017, the Company leasesleased approximately 202,000 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, California; Austin, Texas; Jackson, Wyoming; Atlanta, Georgia; Tuscaloosa, Alabama; Newark, Ridgewood and Piscataway, New Jersey; Manchester, New Hampshire; Reston, Virginia, Youngstown, Ohio, and Toronto, Canada. The Company’s European segment operates in leased office space in London, England; Paris and Avon, France; Amsterdam, the Netherlands; Frankfurt, Germany; Dubai, United Arab Emirates; Milan, Italy; and Riga, Latvia. Office space in Tokyo, Japan; Hong Kong; Singapore; Mumbai, India; and Sydney, Australia are leased by FactSet for its Asia Pacific operating segment. The data content collection centers located in Hyderabad, India and Manila, the Philippines benefit all of the Companies operating segments. The leases expire on various dates through 2031. Total minimum rental payments associated with the leases are recorded as rent expense (a component of selling, general and administrative expenses) on a straight-line basis over the periods of the respective non-cancelable lease terms.

Including new lease agreements executed during fiscal 2015,2017, the Company’s worldwide leased office space increased to approximately 909,0001,143,000 square feet at August 31, 2015,2017, up 72,00071,000 square feet, or 8.6%7%, from August 31, 2014.2016, and includes properties at the following locations:

Segment

Location

United States

Atlanta, Georgia

Austin, Texas

Boston, Massachusetts

Chicago, Illinois

Jackson, Wyoming

Los Angeles, California

Minneapolis, Minnesota

New York, New York

San Francisco, California

Toronto, Canada

Tuscaloosa, Alabama

Youngstown, Ohio

Europe

Avon, France

Amsterdam, The Netherlands

Cologne, Germany

Dubai, United Arab Emirates

Frankfurt, Germany

Gloucester, England

London, England

Madrid, Spain

Milan, Italy

Paris, France

Riga, Latvia

Sofia, Bulgaria

Zurich, Switzerland

Asia Pacific

Hong Kong

Singapore

Chennai, India

Mumbai, India

Melbourne, Australia

Sydney, Australia

Tokyo, Japan

The Company has data content collection offices located in Hyderabad, India and Manila, the Philippines, which benefit all of the Company’s operating segments. Additionally, the Company has data centers that support its technological infrastructure located in Manchester, New Hampshire, Piscataway, New Jersey and Reston, Virginia.  The leases expire on various dates through 2031. The Company believes the amount of leased office space as of August 31, 20152017 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:

 

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

Hyderabad, India:

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

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

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

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

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

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

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

Years Ended August 31,

 

Minimum Lease

Payments

 
     

2016

 $22,695 

2017

  28,002 

2018

  27,373 

2019

  25,974 

2020

  20,129 

Thereafter

  145,929 
     

Total

 $270,102 


ITEM 3. LEGAL PROCEEDINGS

 

From time to time, FactSet issubjectis subject to legal proceedings, claims and litigation arising in the ordinary course of business, including intellectual property litigation.Basedlitigation. Based on currently available information, FactSet’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'sconsolidatedCompany's consolidated financial position, its annual results of operations or its annual cash flows. However, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.

ITEM 4.MINE SAFETY DISCLOSURES

 

Not applicable.


 

ITEM 4. MINE SAFETY DISCLOSURES

Not applicablePart II.

 


Part II

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

 

(a)

Market Information,Information, Holders and Dividends

 

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

 

 

First

  

Second

  

Third

  

Fourth

  

First

  

Second

  

Third

  

Fourth

 

2015

                

2017

                

High

 $138.26  $158.29  $168.62  $174.03  $183.17  $183.64  $182.56  $172.22 

Low

 $110.77  $134.01  $149.68  $140.00  $150.95  $157.56  $156.92  $155.09 
                

2014

                

2016

                

High

 $115.39  $119.08  $114.82  $129.28  $177.28  $173.77  $160.34  $179.73 

Low

 $101.07  $101.41  $102.31  $107.02  $153.00  $135.95  $143.08  $149.39 

 

HoldersHolders of Record–As of October 20, 2015,25, 2017, there were approximately 127,277156,748 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 20, 201525, 2017, was $168.00$188.20 per share as reported on the New York Stock Exchange.NYSE.

Dividends -In fiscal 2015,2017, 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 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

Declaration Date

 

Dividends Per
Share of
Common Stock

 

Type

Record Date

 

Total Amount
(in thousands)

 

Payment Date

August 10, 2017

 $0.56 

Regular (cash)

August 31, 2017

 $21,853 

September 19, 2017

May 5, 2017(1)

 $0.56 

Regular (cash)

May 31, 2017

 $21,951 

June 20, 2017

February 6, 2017

 $0.50 

Regular (cash)

February 28, 2017

 $19,709 

March 21, 2017

November 10, 2016

 $0.50 

Regular (cash)

November 30, 2016

 $19,852 

December 20, 2016

 

(1)

On May 12, 2015, 5, 2017, FactSet’s Board of Directors approved a 12.8%12.0% increase in the regular quarterly dividend beginning with the dividend payment in June 20152017 which was $0.44$0.56 per share, or $1.76$2.24 per share per annum.annum.

 

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

 

(b)

Recent Sales of Unregistered Securities

 

There were no sales of unregisteredunregistered equity securities in fiscal 2015.2017.

 

(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, 20152017 (in thousands, except per share data):

Period

 

Total number
of shares
purchased

  

Average
price paid per
share

  

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

  

Maximum number of shares

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

 

June 2015

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

July 2015

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

August 2015

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

Period

 

Total number
of shares
purchased

  

Average
price paid per
share

  

Total number of shares

purchased as part of publicly

announced plans or programs

  

Maximum number of shares

(or approximate dollar value) that may yet be

purchased under the plans or programs (1)

 

June 2017

          $288,195 

July 2017

  205,000  $164.07   205,000  $254,561 

August 2017

  65,000  $160.76   65,000  $244,111 
   270,000       270,000     

 

(1)

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


 

Securities Authorized for Issuance underunder Equity Compensation PlansInformation regarding securities authorized for issuance under equity compensation plans is incorporated by reference from the Company’s Proxy Statement filed on October 30, 20152017, for its 20152017 Annual Meeting of Stockholders.

 


StockStock Performance GraphPerformance Graph

The annual changes for the five-year period shown in the graph below are based on the assumption that $100 had been invested in 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, 2010, and that all quarterly dividends were reinvested at the average of the closing stock prices at the beginning and end of the quarter.2012. The total cumulative dollar returns shown on the graph represent the value that such investments would have had on August 31, 2015.2017. Stockholder returns over the indicated period are based on historical data and should not be considered indicative of future stockholder returns.

 

  

For the Years Ended August 31,

 
  

2015

  

2014

  

2013

  

2012

  

2011

  

2010

 

FactSet Research Systems Inc.

 $215  $173  $139  $125  $120  $100 

S&P 500 Index

 $188  $191  $156  $134  $116  $100 

NYSE Composite Index

 $152  $165  $138  $120  $112  $100 

Dow Jones U.S. Financial Services Index

 $187  $180  $151  $112  $99  $100 

  

2012

  

2013

  

2014

  

2015

  

2016

  

2017

 

FactSet Research Systems Inc.

 $100  $112  $140  $173  $195  $172 

S&P 500 Index

 $100  $117  $143  $141  $155  $177 

NYSE Composite Index

 $100  $116  $139  $128  $135  $149 

Dow Jones U.S. Financial Services Index

 $100  $136  $162  $168  $170  $213 

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 filedfiled under the Securities Actof 1933 or the Securities Exchange Act of 1934.

 


 

ITEM 6. SELECTED FINANCIAL DATA

 

The following selected financial data has been derived from FactSet’sFactSet’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.

 

ConsolidatedConsolidated Statements of Income Data

(in thousands, except per share data)

 

Years Ended August 31,

  

2015

  

2014

2013

  

2012

2011

  

Revenues

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

Operating income

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

Provision for income taxes

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

Net income

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

Diluted earnings per common share

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

Weighted average common shares (diluted)

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

Cash dividends declared per common share

 $1.66  $1.48$1.32  $1.16$1.00  

 

Consolidated Balance Sheet Data

                 

(in thousands)

 

August 31,

  

2015

  

2014

2013

  

2012

2011

  

Cash and cash equivalents

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

Accounts receivable, net of reserves

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

Goodwill and intangible assets, net

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

Total assets

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

Non-current liabilities

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

Total stockholders’ equity

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

For the year ended August 31,

 

(in thousands, except per share data)

 

2017

  

2016

  

2015

  

2014

  

2013

 

Revenues

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

Operating income

 $352,135(1) $349,676(4) $331,918(7) $302,219  $269,419(10)

Provision for income taxes

 $86,053  $122,178  $92,703  $91,921  $72,273 

Net income

 $258,259(2) $338,815(5) $241,051(8) $211,543  $198,637(11)

Diluted earnings per common share

 $6.51(3) $8.19(6) $5.71(9) $4.92  $4.45(12)

Weighted average common shares (diluted)

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

Cash dividends declared per common share

 $2.12  $1.88  $1.66  $1.48  $1.32 

Consolidated Balance Sheet Data

  

As of August 31,

 

(in thousands)

 

2017

  

2016

  

2015

  

2014

  

2013

 

Cash and cash equivalents

 $194,731  $228,407  $158,914  $116,378  $196,627 

Accounts receivable, net of reserves

 $148,331  $97,797  $95,064  $90,354  $73,290 

Goodwill and intangible assets, net

 $881,103  $546,076  $348,339  $327,463  $280,796 

Total assets

 $1,413,315  $1,019,161  $736,671  $663,212  $690,197 

Non-current liabilities

 $652,485  $343,570  $65,307  $24,839  $30,165 

Total stockholders’ equity

 $559,691  $517,381  $531,584  $511,082  $541,779 

 

(1)

Operating income in fiscal 2017 includes pre-tax charges of $5.6 million related to modifications of certain share-based compensation grants $5.0 million related to restructuring actions initiated by the Company and $7.4 million of other non-recurring expenses related primarily to the BISAM and FactSet Digital Solutions acquisitions.

(2)

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

(3)

Diluted EPS for fiscal 2017 includes a $0.11 decrease in diluted EPS from the modifications of certain share-based compensation grants, a $0.09 decrease from the restructuring actions, a $0.13 decrease from the other non-recurring items related primarily to the BISAM and FactSet Digital Solutions acquisitions and $0.02 decrease from the working capital adjustment, partially offset by a $0.05 increase in diluted EPS from the income tax benefits. 

((1)4)

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

(5)

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

(6)

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

(7)

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.Company’s sales force.

  

 

((2)8)

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 salesforcesales force and income tax benefits of $8.8 million primarily from the reenactment of the U.S. Federal R&D Tax Credit in December 2014, finalizing prior yearthe fiscal 2014 tax returns and other discrete items.


 

((3)9)

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&Dincome tax credit, finalizing prior year tax returns and other discrete itemsbenefits partially offset by a $0.05 decrease from the vesting of performance-based equity instruments and a $0.05 decrease from the changes in the senior leadership responsible for the Company’s salesforce.  sales force.

  

(410)

Operating income for fiscal 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.

  

(

(511)

Fiscal 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 creditTax Credit in January 2013, and finalizing prior yearthe fiscal 2012 tax returns.

  

(612)

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

(7)

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

(8)

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

benefits.

(9)

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

 


 

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

 

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

 

 

Executive Overview

 

 

Results of Operations Key Metrics

 

 

Liquidity Results of Operations

 

 

Capital Resources Liquidity

 

 

Foreign Currency Capital Resources

 

 

Off-Balance Sheet Arrangements Foreign Currency

 

 

Share Repurchase Program Off-Balance Sheet Arrangements

 

 

Contractual Obligations Share Repurchase Program

 

 

Dividends Contractual Obligations

 

 

Significant Accounting Policies Dividends

 

 

Critical Significant Accounting EstimatesPolicies

 

 

New Critical Accounting PronouncementsEstimates

 

 

Market Trends New Accounting Pronouncements

 

 

Management Changes Market Trends

 

 

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 ofResearch Systems Inc. (the “Company” or “FactSet”) provides integrated financial information and analytical applications to the global investment community. We combinedeliver insight and information to financial investment professionals through our analytics, service, content, regarding companies and securities from major markets all overtechnology. By integrating comprehensive datasets and analytics across asset classes with client data, we support the globe into a single online platformworkflow 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 buyboth buy-side and sell-side professionals.clients. These professionals include portfolio managers, wealth managers, research and performance analysts, risk managers, marketing professionals, sell-side equity research professionals, investment bankers and fixed income professionals. From streaming real-time data to historical information, including quotes, estimates, news and commentary, FactSet offers unique and third-party content through desktop, wireless, and off-platform solutions. Our applications provide users access towide application suite offers tools and resources including company and industry analyses, multicompany comparisons, companyfull screening tools, portfolio analysis, predictive risk measurements, alphatesting,profiles, alpha-testing, portfolio optimization and simulation, real-time news and quotes and tools to value and analyze fixed income securities and portfolios. With Microsoft® Office integration, wireless access and customizable options, we offer a complete financial workflow solution.research management solutions. Our revenues are derived from month-to-month subscriptions to products and services databasessuch as workstations, analytics, enterprise data and financial applications.content, research management and trade execution. Investment management (buy-side) clients account for 82.5%84.1% of our annual subscription value (“ASV”), withand the remainder is derived from investment banking firms (sell-side) that perform Mergers & Acquisitionsmergers and acquisitions (“M&A”) advisory work, capital markets services and equity research.

 

20120157 Year in Review

 

Fiscal 20152017 results continued our positive topline growth. Organic revenue was a successful year for FactSet as we once again attained record levels of revenue, operating income, net income and diluted earnings per share.up 6.9% while annual subscription value (“ASV”) increased 5.7% organically. This fiscal year marked our 3739th year of operation, our 3537thconsecutive year of revenue growth and our 1921thst consecutive year of adjusted earnings growth as a public company. Our record results demonstrateWe have dedicated ourselves to helping our clients navigate an uncertain environment. As of August 31, 2017, ASV totaled $1.32 billion, an increase of $166.8 million over 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% lastprior year. Our ASV growth rate of 9.2% helped us surpass the $1 billion milestone in total ASV and end the year at $1.058 billion. The acceleration in ASV to 9.2% was also our highest rate of growth in over three years, while our 13.0% diluted earnings per share increase in the fourth quarter of fiscal 2015 represented our 21st consecutive quarter of double-digit adjusted EPS growth. In addition, clients and users reached recordnew highs of 2,9764,744 and 62,205,88,846, respectively, in fiscal 2015, including a quarterly record2017. We returned $341.9 million to stockholders in the form of 3,210 users during the fourth quarter.share repurchases and dividends.

 


 

In fiscal 2017, Growthwe continued to diversity our suite of products through strategic acquisitions and product investments, including Vermilion Holdings Limited (“Vermilion”) in each Key Metric

Growth duringthe first quarter of fiscal 2015 was driven by delivering comprehensive workflow2017, along with both BI-SAM Technologies (“BISAM”) and Interactive Data Managed Solutions, renamed FactSet Digital Solutions, in the third quarter of fiscal 2017. These acquisitions increased FactSet’s footprint in Europe, added to the Company’s robust product offerings, and provided end-to-end solutions to our clients, improvements in the functionality of our product line including portfolio analytics, enhancements to our technological infrastructure, expansion of our proprietary data and a continued focus on client service. As a result, each of the following key operating metrics experienced growth over the past 12 months ($ in millions, except client and user counts):

Key Metric

 

2015

  

2014

  

Change

  

ASV

 $1,057.8  $963.6   9.8%(1)  

Revenues

 $1,006.8  $920.3   9.4%  

Diluted EPS

 $5.71  $4.92   16.1%  

Free Cash Flow(2)

 $280.8  $247.3   13.5%  

Clients

  2,976   2,743   8.5%  

Users

  62,205   54,596   13.9%  

(1)

ASV grew 9.2% organically year over year.

(2)

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

Additionally, our annual client retention was greater than 95% of ASV as 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.

Returning Value to Stockholders

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

Capital Expenditures

Capital expenditures were $25.7 million during fiscal 2015, up from $17.7 million a year ago. Approximately $13.8 million, or 54%, of our capital expenditures during fiscal 2015 were for purchases of computer equipment. This expense included more 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.

Product Developments to Enhance our Workflow Solutions

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

Content and Technologyclients.

 

Our product capabilitiesAs a testament to our broadening suite of premium products and goals are not possible without investments in content. We are focused on metrics that measure the impactstrength of our content usedbusiness and service model FactSet was awarded “Best Market Data Provider” and "Best Data Analytics Provider" by Inside Market Data in fiscal 2017. We were also named the “Best Performance Measurement System Provider” by Waters Technology and other recognition included “Best Research and Analytics Tool” award for 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 viawealth management tools at the creation of highly connected “smart data” sets. Users are able to extend analytics and alpha generation by identifying intelligent correlations amongst connected data points, uncover complex relationships amongst entities, securities, people and funds (hierarchies, supply chains, board relationships) and leverage data connectivity to drive risk and regulatory reporting (aggregation, conflict of interest, counterparty discovery). 


FactSet Revere

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

FactSet Fundamentals

In fiscal 2015, we added banks to the Industry Metrics offering and metrics to the Oil & Gas and Metals & Mining offerings, bringing the key performance indicator coverage to seven industries, 5,600 active companies and 750 metrics. WeCity Awards. Portware also added over 2,600 companies to coverageearned “Best Buy-side EMS” for the standardized product, bringing the active universe to over 47,000fourth time and the overall universe to 79,000.

FactSet CallStreet(EventsVermilion was recognized as “Best Client Reporting Solution” by FTF News Technology Innovation and Transcripts)

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

FactSet Ownership

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

FactSet Infrastructure

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

Continued Focus on Client ServiceWealthBriefing European Awards.

 

Client service isService / Consultants

A client-centric approach has always been a vital componentkey foundation of our business model.success at FactSet. We support our powerful information and analytical applications with a team of financial data and modeling experts. Client servicesatisfaction is performed each and every day via email, text, instant messaging, or phone. Client touches are a key metric by which we measure the success of our service. According to our fiscal 20152017 global client satisfaction survey, 97%95% of respondents were satisfied or very satisfied with FactSet’s support, consistent with the prior 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 investingindustry-leading customer care is largely due to the talent of our employee population. As of August 31, 2017, employee headcount was 9,074, up 8.3% from a year ago. Excluding workforces acquired in fiscal 2017, headcount increased 2.4% from a consulting group comprised of approximately 1,400 individuals isyear ago. The increases were primarily in client-focused positions focused on client loyalty as evidenced by an annual client retention rate of greater than 95% of ASV as of August 31, 2015.2017. 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 particular area of financial modeling in our rapidly evolving industry. As a result, clients look to FactSet as a trusted partner to stay on the cutting edge of financial modeling and analysis. During fiscal 2015, nearly 1,9002017, over 2,500 clients attended live or online FactSet training sessions; more than 6,000 investment bankers were trained on how to use our systems; clients completed 29,000sessions, with over 54,000 eLearning courses in our online library; and clients referenced our online help and reference library over 700,000 times.

Employeestaken.

 

Our industry-leading customer careIn May 2017, John W. Wiseman was named the Company’s new Executive Vice President, Global Head of Sales and Client Solutions. In this role, Mr. Wiseman reports directly to FactSet’s Chief Executive Officer, Phil Snow, and is largely dueresponsible for all global sales and client service activities for the Company.

In order to optimize costs, we have invested in expanding our footprint and talent pool in India and the talentPhilippines, where we now have a combined workforce of our employee population. As of August 31, 2015, employee headcount was 7,360, up 10.9% from a year ago.over 5,000 people. Of our total employees, 2,2382,493 were located in the U.S., 8321,322 in Europe and 4,2905,259 in Asia Pacific. Approximately 54%70% of ourthe Company’s employees were involved within company operations including content collection 24% work in product development,and software and systems engineering, another 19% conduct27% had a client focused role conducting sales and consulting services and the remaining 3% provided administrative support. We are proud to have received the


Key Metrics

The following accolades during fiscal 2015:is a review of our key metrics:

  

As of and for the

Year ended August 31,

     

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

 2017  2016  Change

Revenues

 $1,221.2  $1,127.1   8.3%

Operating Income

 $352.1  $349.7   0.7%

Net Income

 $258.3  $338.8   (23.8%)

Diluted EPS

 $6.51  $8.19   (20.5)

Free Cash Flow(1)

 $283.7  $283.4   0.1%

ASV

 $1,316.6  $1,149.9   14.5(2)(3)

Clients

  4,744   4,205   12.8(4)

Users

  88,846   83,936   5.8(5)

 

 

(1)

Ranked #48 on Fortune’s “100 Best CompaniesWe 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 Work For.”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 they permit 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.


 

(2)

ASV grew Named as one of the “100 Best Workplaces for Millennials” 5.7% organically year over year.Organic ASV excludes ASV from acquisitions and dispositions completed within the U.S. by Fortune.last 12 months and the effects of foreign currency.

 

(3)

RecognizedIn the third quarter of fiscal 2017, FactSet changed its ASV definition to exclude professional services as one of the UK’s “Best Workplaces.”these fees are not subscription based.

 

(4)

Included inIn the “2015 Best Placessecond quarter of fiscal 2017, FactSet changed its client count definition to Work in France.”capture clients with ASV greater than $10,000 versus the previous metric of clients with ASV greater than $24,000. The prior year client count was restated to reflect this change for comparison purposes.

 

(5)

Named as oneIn the second quarter of fiscal 2017, FactSet changed its user count definition to account for users from workstations previously not captured due to certain product bundling and also users of the “20 Great Workplaces in Technology” by Great PlaceStreetAccount web product. The prior year user count was restated to Work®.

Listed in Crain’s “Chicago’s Best Places to Work.”reflect this change for comparison purposes.

 

Annual Subscription Value 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. With proper notice to us, our clients are able to add to, delete portions of, or terminate service at any time, subject to certain contractual limitations. Organic ASV excludes ASV from acquisitions and dispositions completed within the past 12 months and the effects of foreign currency. ASV totaled $1.32 billion at August 31, 2017, up 5.7% organically over the prior year. The increase in ASV was driven by growth across the majority of our key workflows including Analytics, Investment Banking, and Content and Technology Solutions (“CTS”). Additionally, we have leveraged relationships with existing clients to increase year over year sales through cross-selling and upselling of our diversified product suite.

Buy-side clients accounted for 84.1% of ASV while the remainder derived from sell-side firms that perform mergers and acquisitions advisory work, capital markets services and equity research. The buy-side ASV experienced a growth rate of 5.9% compared to prior year, down 440 basis points from fiscal 2016. The sell-side ASV had a 4.6% growth rate, down 310 basis points from the prior year.

ASV from our U.S. operations was $825.1 million for the fourth quarter of 2017, up 4.9% organically from a year ago. International ASV totaled $491.5 million, up 7.7% organically from a year ago. ASV from our international operations represented 37.3% of our Company-wide total, its highest level in FactSet history. Our European organic ASV achieved a growth rate of 6.1% over the last 12 months while Asia Pacific organic ASV grew by 12.8%. This substantial shift in ASV to international operations was due primarily to our recent acquisitions, which have significant sales and operations in Europe.

Client and User Additions

In the second quarter of fiscal 2017, FactSet changed its client count definition to capture clients with ASV greater than $10,000 versus the previous metric of clients with ASV greater than $24,000. The prior year client count was restated to reflect this change for comparison purposes. Our total client count was 4,744 as of August 31, 2017 representing an increase of 539 net new clients or an equivalent 12.8% increase over fiscal 2016, as a result of cross-selling within FactSet’s diverse product suite. We continue to focus on expanding our current client base as it is essential to our long-term growth strategy and encourages incremental sales growth of workstations, applications and content at our existing clients.


In the third quarter of fiscal 2017, FactSet changed its user count definition to account for users from workstations previously not captured due to certain product bundling and also users of the StreetAccount web product. The prior year user count was restated to reflect this change for comparison purposes. Using the new definition, as of August 31, 2017, there were 88,846 professionals using FactSet, an increase of 4,910 users or an equivalent 5.8% increase compared to fiscal 2016.

Annual client retention as of August 31, 2017, was greater than 95% ASV and 91% when expressed as a percentage of clients, down slightly from 92% in the prior year. Our retention success, demonstrating that a majority of our clients maintain their subscriptions to FactSet year over year, highlights the strength of our business model. August 31, 2017, our largest individual client accounted for 2% of total subscriptions, and annual subscriptions from our ten largest clients did not surpass 15% of total client subscriptions, consistent with August 31, 2016.

Returning Value to Stockholders

We repurchased 1.6 million shares for $252.8 million during fiscal 2017 under the our existing share repurchase program. On March 27, 2017, the Board of Directors of FactSet approved a $300.0 million expansion of to the existing share repurchase program. Including this expansion, $244.1 million is available for future share repurchases as of August 31, 2017.

On May 5, 2017, our Board of Directors approved a 12.0% increase in the regular quarterly dividend, beginning with the dividend payment on June 2017, with an increase to $0.56 per share, or $2.24 per share per annum. Over the last 12 months, we have returned a total of $341.9 million to stockholders in the form of dividends and share repurchases, funded by cash generated from operations.

On July 1, 2016, we entered into an accelerated share repurchase agreement (“ASR Agreement”) to repurchase $120.0 million of our common stock. We received 595,607 shares of common stock on July 5, 2016, which was approximately 80% of the total number of shares of common stock expected to be repurchased under the ASR Agreement. The final settlement of the ASR Agreement occurred in the first quarter of fiscal 2017 with FactSet receiving an additional 102,916 shares of our common stock.

Capital Expenditures

Capital expenditures were $36.9 million during fiscal 2017, down from $47.7 million a year ago. Approximately $21.4 million, or 58%, of our capital expenditures was primarily for purchases of more servers for our existing data centers, additional laptop computers and peripherals for new employees, upgrades to existing computer systems and improvements to our telecommunication equipment. The remainder of our capital expenditures was primarily for the build out of office space including $4.4 million at our Chicago location, $4.4 million at our New York locations and $2.7 million at our India locations.

Results of Operations

 

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

 

(in thousands, except per share data)

Years Ended August 31,

 

2015

  

2014

  

Change

  

2014

  

2013

  

Change

 
 Years ended August 31, 

(in thousands, except per share data)

(in thousands, except per share data)

 

2017

  

2016

  

Change

  

2016

  

2015

  

Change

 

Revenues

 $1,006,768  $920,335   9.4%

 

 $920,335  $858,112   7.3%

 

Revenues

 $1,221,179  $1,127,092   8.3% $1,127,092  $1,006,768   12.0%

Cost of services

  405,339   353,686   14.6%

 

  353,686   306,379   15.4%

 

Cost of services

 $566,580  $487,409   16.2% $487,409  $405,339   20.2%

Selling, general and administrative

  269,511   264,430   1.9%

 

  264,430   282,314   (6.3)%

 

Selling, general and administrative

 $302,464  $290,007   4.3% $290,007  $269,511   7.6%

Operating income

  331,918   302,219   9.8%

 

  302,219   269,419   12.2%

 

Operating income

 $352,135  $349,676   0.7% $349,676  $331,918   5.4%

Net income

 $241,051  $211,543   13.9%

 

 $211,543  $198,637   6.5%

 

Net income

 $258,259  $338,815   NM  $338,815  $241,051   NM 

Diluted earnings per common share

 $5.71  $4.92   16.1%

 

 $4.92  $4.45   10.6%

 

Diluted earnings per common share

 $6.51  $8.19   NM  $8.19  $5.71   NM 

Diluted weighted average common shares

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

Diluted weighted average common shares

  39,642   41,365       41,365   42,235     

 

Revenues

 

Fiscal 20152017 compared to Fiscal 20142016

Revenues in fiscal 20152017 were $1,006.8$1,221.2 million, up 9.4%8.3% compared to fiscal 2014.2016. The increase in revenue was primarily driven by organic ASV growth, continued momentum for our multi-asset class analytic solutions, workstations, data feeds products and the additions to our product offerings from our fiscal 2017 acquisitions. We have seen an increase in new business with solid wins from plan sponsors, hedge funds and wealth managers, as well as growing sales to existing clients through cross-selling opportunities. Our recent acquisitions have also given rise to higher revenues from professional services fees. Offsetting these positive factors, we experienced cancellations due to firm consolidations and failures. Excluding the effects of acquisitions and dispositions completed in the last 12 months and foreign currency, our organic revenue growth rate for fiscal 2017 was 6.9%.


Fiscal 2016 compared to Fiscal 2015

Revenues in fiscal 2016 were $1,127.1 million, up 12.0% compared to fiscal 2015. Our revenue growth drivers during fiscal 20152016 were increases in ASV, clients and users, acceleratedrobust demand for our fixed income portfolio products, portfolio analytics (“PA”) suite of products, sales of equity attribution and multi asset class risk models, additional purchases of our Portfolio Services solutions, expansion of our proprietary content, and continued growth of our RMS offering.

Annual Subscription Value

As of August 31, 2015, ASV was $1.058 billion, up 9.2% organically from a year ago. 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, subject to certain contractual limitations.

($ in millions)

                 

As of August 31,

 

Total

ASV

   

% Organic

Growth

  

Non-U.S.

ASV

  

% of Total ASV

Non-U.S.

 

2015

 $1,058(1)    9.2 $343   32.4%

2014

 $964(2)    7.3 $312   32.4%

2013

 $888    5.9 $282   31.8%

2012

 $843(3)    6.8 $271   32.1%

2011

 $779    13.6 $246   31.6%

2010

 $684(4)    7.3 $218   31.9%

2009

 $623    0.8 $200   32.1%

2008

 $621    17.6 $195   31.4%

2007

 $517    21.9 $157   30.4%

2006

 $423    18.5 $126   29.8%

(1)

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

(2)

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

(3)

Includes $11 million from the acquisition of StreetAccount.

(4)

Includes $16 million from the acquisition of Market Metrics.

We believe that 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 $714.8 million, up 8.7% organically from a year ago. International ASV totaled $343.1 million as of August 31, 2015, up 10.2% organically from a year ago and represented 32.4% 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 buy-side clients decreased slightly from 82.6% a year ago to 82.5% at August 31, 2015.

Growth in the Number of Users and Clients of FactSet

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

At August 31, 2015, there were 62,205 professionals using FactSet, an increase of 7,609 users from a year ago. During the last twelve months, our investment management clients added 4,203 net new users, while our investment banking clients added 3,406 net new users. Our user count within the fourth quarter of fiscal 2015 alone increased by 3,210 users compared to 2,113 in the 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 new hire classes and this quarter we saw sizable new hire classes at our banking clients. Growth during 2015 in both the IPO and M&A markets has also helped improve business for our banking clients. In addition, during the just completed fiscal year, we released a new user interface that emphasizes ease of use and search, which we believe contributed to our net user increase in fiscal 2015.         

Growth within Portfolio Analytics

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

Increased Demand for Portfolio Services Solutions

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

Expansion of our Proprietary Content

Our proprietary content also continues to be a strong product line for us as well as a growing 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 ability of our clients to receive up-to-the-minute news offered both through and outside the FactSet workstation.


Research Management Solutions (RMS)

On February 6, 2015, we acquired Code Red whose primary line ofPortware LLC (“Portware”) 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 to grow, particularly in the fourth quarter, as clients now have a choice between our hosted and local solutions.

Effects of Foreign Currency 

The positive revenue drivers disclosed above were partially offset by the impact of foreign currency, including a weaker Japanese Yen, British Pound Sterling and Euro. Foreign currency movements reduced revenuescurrency.

Revenues by $3.4 million during fiscal 2015Geographic Region

  

Years ended August 31,

 

(in thousands)

 

2017

  

2016

  

2015

 

U.S.

 $784,146  $755,492  $678,774 

% of revenues

  64.2%  67.0%  67.4%

Europe

 $330,332  $277,682  $251,522 

Asia Pacific

  106,701   93,918   76,472 

International

 $437,033  $371,600  $327,994 

% of revenues

  35.8%  33.0%  32.6%

Consolidated

 $1,221,179  $1,127,092  $1,006,768 

Fiscal 2017 compared to a reduction of $1.2Fiscal 2016

Revenues from our U.S. segment increased 3.8% to $784.1 million in fiscal 2014.

2017 compared to $755.5 million in fiscal 2016. Our U.S. revenue growth reflects the performance of our analytic solutions, CTS, as well as revenue from our recent acquisitions. Excluding the effects of acquisitions and dispositions completed in the last 12 months, organic revenues in the U.S. were up 6.2% compared to fiscal 2016. Revenues from our U.S. operations accounted for 64.2% of our consolidated revenues during fiscal 2017, a decrease from 67.0% in the prior year as our recent acquisitions have mainly increased international revenue.

European revenues grew 19.0% year over year, which was attributable to solid growth in CTS, analytics, client price increases, and our recent acquisitions. Foreign currency exchange rate fluctuations reduced our European growth rate by 40 basis points. Excluding the effects of acquisitions and dispositions completed in the last 12 months and foreign currency, European revenues grew 8.3% compared to fiscal 2016.

The Asia Pacific revenue growth rate of 13.6% was primarily due to increased subscriptions to our content, PA and core workstation product offerings. Additionally, foreign currency exchange rate fluctuations increased our Asia Pacific growth rate by 46 basis points. Excluding the effects of acquisitions and dispositions completed in the last 12 months and foreign currency, Asia Pacific revenues grew 12.7% compared to fiscal 2016.

Fiscal 20142016 compared to Fiscal 2013

Revenues in fiscal 2014 were $920.3 million, up 7.3% compared to fiscal 2013. Revenue growth drivers during fiscal 2014 were the addition of 200 new clients and 3,628 users, a 7.3% increase in organic ASV, continued growth in our Portfolio Analytics suite of products, rising sales of our wealth management workflow solution, expansion of proprietary content, stabilization within sell-side client base and incremental revenues from the acquisitions of Revere and Matrix. Organic ASV growth of 7.3% excludes $12 million of ASV acquired from Revere and Matrix during fiscal 2014 and a $0.8 million detriment from foreign currency.2015

 

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%11.3% to $755.5 million in fiscal 2016 compared to $678.8 million in fiscal 2015 compared to $624.6 million a year ago.2015. Our fiscal 20152016 U.S. revenue growth rate of 8.7%11.3% 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, $5.2predominantly at buy-side hedge fund and middle-market clients. Additionally, we recognized $21.9 million of incremental revenue from the acquisition of Code Red and a strong performance by our U.S. investment management sales team. Our U.S. buy-side sales team has seen sustained demand for our fixed income portfolio products, multi-asset class risk and stress testing, attribution and publishing products.Portware. Revenues from our U.S. operations accounted for 67.4%67.0% of our consolidated revenues during fiscal 2015,2016, down from 67.9% a year ago,67.4% in fiscal 2015, as our international ASV growth rate surpassed our U.S. ASV growth rate by 150200 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 revenuesrevenues advanced 10.6%10.4% year over year which was attributable to increases in client and user counts, continued growth in ASV from European sell-side clients and robustincreased sales of PA subscriptions and incremental Portware revenues of $7.3 million, partially offset by the negative effects of foreign currency. Foreign currency exchange rate fluctuations reduced our European growth rate by 4030 basis points.

The Asia Pacific revenue growth rate of 12.0%22.8% 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 changean increase in the valuenumber of the Japanese Yen compared to the U.S. dollar. Foreignworkstations, advancement in our multi-asset class risk and analytics, as well positive growth in our fee business. Portware contributed $4.1 million in sales since its acquisition in fiscal 2016. Additionally, foreign currency exchange rate fluctuations reducedincreased our Asia Pacific growth rate by 35090 basis points.

 


 

OperatiFiscal 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.

Operatingng Expenses

 

(in thousands)

Years Ended August 31,

2015

 

2014

 

2013 

 
 

Years ended August 31,

 

(in thousands)

 

2017

  

2016

  

2015

 

Cost of services

$405,339 $353,686 $306,379  $566,580  $487,409  $405,339 

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

 269,511  264,430  282,314   302,464   290,007   269,511 

Total operating expenses

$674,850(1) $618,116 $588,693(2)  $869,044(1) $777,416(2) $674,850(3)
            

Operating income

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

Operating Margin

 33.0% 32.8% 31.4%  28.8%  31.0%  33.0%

 

 

(1)

Total operating expenses in fiscal 2017 include $5.0 million from restructuring actions initiated by the Company, $5.6 million related to a change in the vesting of performance-based stock options, and $7.5 million of acquisition(1)-related costs. Of this total, $11.8 million was reported within SG&A expenses with the remainder in cost of services.

(2)

Total operating expenses in fiscal 2016 include $4.6 million related primarily to legal matters, $2.8 million from restructuring actions initiated by the Company and $1.8 million related to a change in the vesting of performance-based stock options.Of this total, $6.0 million was reported within SG&A expenses with the remainder in cost of services.

(3)

Total operating expenses in fisfiscal 2015 includecal 2015include an incremental $3.0 million from the vesting ofperformance-based equity instrumentsinstruments and $3.2 million related tochanges in the senior leadership responsible for the Company’s salesforcesalesforce. 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 20152017 compared to Fiscal 20142016

Cost of services increased 14.6%16.2% to $405.3$566.6 million as compared to the same period a year ago. Expressed as a percentage of revenues, cost of services was 40.3%46.4% in fiscal 2015,2017, an increase of 190320 basis points from a year ago. The increase was primarily driven by higher employee compensation, including stock-based compensation, partially offset by lower computer depreciation.related expenses, amortization of intangibles and acquisition-related costs.

 

Employee compensation, including stock-based compensation, when expressed as a percentagepercentage of revenues increased 210200 basis points duringin fiscal 2015due2017 compared to new classes of consultants, engineers and product developers hired in the past 12 months, new additions at our proprietary content collection locations, the addition of 32 employees from the Code Red acquisition, an increase in variable compensation and annual base salary increases.fiscal 2016. Over the lastpast 12 months, we have added 344 net699 new employees, which includes head count expansion from our recent acquisitions of 498 new employees (primarily in the European segment), as well as base salary changes and incremental hires in our centers of excellence located in India and the Philippines. This increase was also due to new employees hired in the past year, of which a significant number are 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,As of August 31, 2017, approximately 70% of our employee based performed operational roles. Employee compensation also increased due to a non-recurring charge of $5.9 million related to restructuring actions initiated by the total incremental $6.2 million expense recordedCompany and a change in fiscal 2015 from the vesting of performance-based equity instrumentsstock options.

Computer related expenses, which include depreciation, maintenance, software and changesother fees increased 30 basis points, when expressed as a percentage of revenues, in the senior leadership responsible for the Company’s salesforce, $2.4 million was reported within cost of services. Expensesfiscal 2017 compared to fiscal 2016 due to expenses and depreciation associated with the operationadditional laptop computers and peripherals for new employees, upgrades to existing computer systems and improvements to our telecommunication equipment. Amortization of the Code Red businessintangible assets increased 30 basis points, when expressed as a percentage of revenues, in fiscal 2017 compared to fiscal 2016 primarily due to our fiscal 2017 acquisitions, which added approximately $93.2 million of intangible assets to be amortized over a weighted-average life of 11.5 years. Additionally, acquisition-related costs increased cost of servicessales by $3.5 million during fiscal 2015 due to compensation paid to the acquired workforce, including stock-based compensation from equity based awards granted, amortizationapproximately 40 basis points when expressed as a percentage of acquired intangible assets and computer-related expenses.revenue year over year.

 

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 20142016 compared to Fiscal 20132015

Cost of services increased 15.4%20.2% to $353.7$487.4 million in fiscal 20142016 as compared to fiscal 2013.2015. Expressed as a percentage of revenues, cost of services was 38.4%43.2% in fiscal 2014,2016, an increase of 270290 basis points from fiscal 2013.2015. The increase was primarily driven by higher employee compensation, additional third party data costs and incremental costs from the Revere and Matrix acquisitions, partially offset by lower computer-related expenses, including depreciation.

Employee compensation, including stock-based compensation, expressed as a percentage of revenues, increased 300 basis points during fiscal 2014.Excluding compensation attributable to the acquired Revere and Matrix workforces, the increase in employee compensation was 250 basis points largely due to increased employee headcount and annual employee base salary increases. In fiscal 2014, we hired 202 net new software engineers and 70 net new consultants, dedicated to the development, enhancement and support of our products. Third party 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 operations of Revere and Matrix increased the cost of services, when expressed as a percentage of revenues, by 80 basis points during fiscal 2014 due to compensation paid to the acquired workforce, stock-based compensation from equity-based awards granted, incremental third party data costs and amortization of acquired intangible assets.


Partially offsetting the growth in cost of services during fiscal 2014 was a reduction inintangibles and computer-related expenses. Computer-related expenses, including computer depreciation and maintenance costs, decreased 30 basis points in fiscal 2014 as compared to fiscal 2013 due to the continued use of fully depreciated equipment and our transition to more efficient and cost-effective servers in our data centers.

Selling, General and Administrative (SG&A)

 

Fiscal 2015 compared to Fiscal 2014

SG&A expenses increased 1.9% to $269.5 million during fiscal 2015 as compared to $264.4 million in fiscal 2014. Expressed as a percentage of revenues, SG&A expenses decreased 190 basis points to 26.8% in fiscal 2015 due to lower employee compensation and lower occupancy costs, which include rent and depreciation of furniture and fixtures.

Employee compensation, including stock-based compensation, when expressed as a percentage of revenues decreased 130increased 230 basis points in fiscal 2016 compared to fiscal 2015. This increase was primarily due to new employees hired in the past year. In fiscal 2016, we have added 604 net new employees involved with content collection and 266 net new engineering and product development employees, as we continue to focus on servicing our existing client base, expanding our content and improving our applications. The increase in employee headcount includes 123 employees added from the Portware acquisition in cost of sales related roles. Amortization of acquired intangible assets, when expressed as a percentage of revenues, increased 50 basis points in fiscal 2016 compared to fiscal 2015 primarily due to the addition of $75.5 million of intangible assets related to the acquisition of Portware. Computer-related expenses, which include depreciation, maintenance, software and other fees, increased 40 basis points when expressed as a percentage of revenues, as we require additional computer hardware and peripherals for new employees, upgrades to existing computer systems and the development of new internal systems to support our growing infrastructure.


Selling, General and Administrative

Fiscal 2017 compared to Fiscal 2016

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

Employee compensation, including stock-based compensation, when expressed as a percentage of revenues decreased 160 basis points from a year ago due to a continued shift in our employee base from SG&A to cost of service related roles. This decrease in employee compensation was offset by a non-recurring charge of $4.4 million related to restructuring actions initiated by the Company and a change in the vesting of performance-based stock options. Professional fees, expressed as a percentage of revenues, increased 30 basis points from costs associated with acquisitions in the fiscal 2017. Occupancy costs, when expressed as a percentage of revenue, increased 30 basis points due to the increase in the worldwide-leased office space of 71,000 square feet including new or expanded offices in Germany, Switzerland, Bulgaria, India and the Netherlands.

Fiscal 2016 compared to Fiscal 2015

SG&A expenses increased 7.6% to $290.0 million during fiscal 2016 compared to $269.5 million in fiscal 2015. Expressed as a percentage of revenues, SG&A expenses decreased 110 basis points to 25.7% in fiscal 2016 primarily due to lower employee compensation and lower occupancy costs, which include depreciation of furniture and fixtures, partially offset by expenses related to non-recurring legal matters and higher marketing costs.

Employee compensation, including stock-based compensation, when expressed as a percentage of revenues decreased 150 basis points compared to fiscal 2015 due to a higher percentage of our employee base working in a cost of services capacity versuscompared to an SG&A.&A role. Of our total employee headcount increase in fiscal 2016 compared to fiscal 2015, 84% was within our software engineering, content collection and product development teams, which are all included within costonly 14% were in SG&A related roles, including 43 employees from the Portware acquisition. Additionally, approximately 142 employees in SG&A related roles left the Company as part of services.the sale of the Market Metrics business in July 2016. As such, employee compensation classified as SG&A employee compensationexpense declined compared to the growth in cost of services. Occupancy costs, when expressed as a percentage of revenues, decreased 6020 basis points, primarily due to furniture and leasehold improvements becoming fully depreciated, lower rent expense from 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 beingdepreciated. The Company incurred approximately $3.3 million in non-recurring expenses in fiscal 2016 related primarily to legal matters. Marketing expenses increased $1.2 million year over year driven by the timing of acquiring new space to support our growing employee population.

Fiscal 2014 compared to Fiscal 2013

SG&A expenses decreased 6.3% to $264.4 million during fiscal 2014 as compared to $282.3 million in 2013. Expressed as a percentage of revenues, SG&A expenses decreased 420 basis points to 28.7% for fiscal 2014 due to lower employee compensation, including stock-based compensation partially offset by higher employee travelincremental branding and entertainment (“T&E”) expenses.advertising costs.

 

Employee compensation when expressed as a percentage of revenues decreased 440 basis points from fiscal 2013 due to a higher percentage of our employee base working in a cost of services capacity versus SG&A and a prior year stock-based compensation charge of $16.4 million from the vesting of Market Metrics and StreetAccount performance-based options. Of our total employee headcount increase in fiscal 2014, 79% derived from our software engineering, content collection and product development teams, which are all included within cost of services. As such, SG&A employee compensation declined compared to the growth in cost of services. 

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

Operating Income and Operating Margin

Fiscal 2017 compared to Fiscal 2016

 

Fiscal 2015 compared to Fiscal 2014

Operating income increased 9.8%0.7% to $331.9$352.1 million in fiscal 20152017 compared to the prior year. Our operating margin for fiscal 20152017 was 33.0%28.8%, updown from 32.8%31.0% a year ago. Operating marginExpenses related to employee compensation, professional fees, computer related costs, amortization of intangibles and acquisition-related costs all increased in fiscal 2015 was negatively impacted by a $3.22017, resulting in our total operating expenses increasing 11.8% year over year. We also recognized non-recurring charges of approximately $18.0 million pre-tax charge related to changesrestructuring actions initiated by the Company, a change in the 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 instrumentsstock options and the settlement of a legal claim. Excluding these charges, our fiscal 2015 adjusted operating margin was 33.6%other acquisition-related costs, compared to non-recurring charges of approximately $7.0 million in the prior fiscal 2014 adjusted operating marginyear. The higher expenses were offset partially by a year over year increase in revenues of 33.2%. Revenue growth of 9.4% and net foreign currency benefits totaling of $11.2 million aided8.3%, driven partially by our current year operating margin expansion.

recent acquisitions.

Fiscal 20142016 compared to Fiscal 20132015

Operating income increased 12.2%5.4% to $302.2$349.7 million in fiscal 20142016 compared to fiscal 2013.2015. Our operating margin for fiscal 20142016 was 32.8%31.0%, updown from 31.4%33.0% in fiscal 2013. Operating income reported in fiscal 2013 includes a Market Metrics and StreetAccount performance-based stock option charge of $18.3 million ($1.9 million within cost of services and $16.4 million in SG&A),2015. The lower operating margin was primarily due to Portware’s operations, which reduced our operating margin by 210120 basis points in fiscal 2016. Additionally, higher employee compensation, including stock-based compensation, reduced our operating margin collectively by 90 basis points. TheIn fiscal 2014 operating margin2016, we also incurred non-recurring charges of approximately $4.6 million related primarily to legal matters. Offsetting these drivers was 70 basis points lower than the fiscal 2013 adjusted operating marginorganic revenue growth of 33.5% (as calculated by adding back the $18.3 million stock-based compensation charge), due to higher T&E expenses, a rise in third-party data costs, incremental employee compensation within cost of services and impact from our Revere and Matrix acquisitions, which lowered the fiscal 2014 operating margin by 80 basis points. These reductions were partially offset by a 7.3% increase in revenues, a reduction in computer-related expenses9.9% and lower SG&A employee compensation.occupancy costs.

 


 

Operating Income by Segment

(in thousands)

Years Ended August 31,

 

2015

  

2014

  

2013

 
 

Years ended August 31,

 

(in thousands)

 

2017

  

2016

  

2015

 

U.S.

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

Europe

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

Asia Pacific

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

Consolidated

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

Our operating segments are aligned with how we manage the business and the demographic markets in which we serve.serve and how the chief operating decision maker assesses performance. Our internal financial reporting structure is based on three reportable segments, the U.S., Europe and Asia Pacific, which we believePacific. This structure helps us better manage the business and view the markets we serve. Sales, consulting, data collection, product development and software engineering are the primary functional groups within each segment. Each segment records compensation expense, including stock-based compensation, amortization of intangible assets, depreciation of furniture and fixtures, amortization of leasehold improvements, communication costs, professional fees, rent expense, travel, marketing, office and other direct expenses. Expenditures associated with our data centers, third 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 segments, and thusso the expenses incurred at these locations are allocated to each segment based on a percentage of revenues.

 

Fiscal 2015 2017compared to Fiscal 20142016

Operating

U.S. operating income from our U.S. business advanced 4.8%decreased 17.0% to $173.0$137.1 million during fiscal 20152017 compared to $165.0$165.3 million a year ago. The decrease in U.S. operating income is primarily due to increases in expenses related to employee compensation, and occupancy costs, partially offset by revenue growth of 3.8%. Employee compensation increased primarily due to a 3.6% increase in the U.S. employee headcount year over year and a change in the vesting of performance-based stock options. Occupancy costs including rent expense and depreciation of furniture and fixtures increased due primarily to an increase in rent expense at our New York location.

European operating income increased 16.9% to $153.7 million during fiscal 2017 compared to $131.4 million a year ago. The increase in operating income is primarily attributable to $54.1 million of incremental revenues and a decrease in computer depreciation partially offset by a rise in employee compensation expense. U.S. revenue growth was driven by increases in the number of users and clients of FactSet within the U.S., a rise in sales of our PA suite of products, continued demand for our proprietary content, $5.2 million of incremental revenue from the acquisition of Code Red and a strong performance by our U.S. investment management sales team. Excluding the acquired Code Red workforce, U.S. employee headcount increased 7.0% over the prior year, leading to higher employee compensation 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 millionwas due to revenue growth of 10.6%19.0% and the effects of favorable foreign currency fluctuations on our expense base partiallybenefits from a stronger U.S. dollar, offset by increases in employee compensation, third-party data costs and occupancy expenses. The higher employee compensation, occupancy costs, wereand amortization of intangibles. European revenues grew due to recent acquisitions, which have a 17.5% increasesignificant sales presence in headcountEuropean markets. The impact of foreign currency increased European operating income by $6.2 million year over year. Employee compensation was higher year over year as a result of 473 net new employees in our European offices in the prior year. The increaselast 12 months. These employees are primarily from our recent acquisition of FactSet Digital Solutions, which is headquartered in occupancyGermany. Occupancy costs which includesincluding rent expense wasand depreciation of furniture and fixtures increased due primarily to an increase in leased space,rent expense in London. Finally,Germany associated with the 2017 acquisitions. Amortization of intangibles increased third-party data costs were due to the increased numberaddition of usersapproximately $93.2 million of intangibles in the current year, over yearas manythe majority of which reside in our data contracts are driven by our user and client count.European segment.

 

Asia Pacific operating incomeincreased 17.5%income increased 15.7% to $42.6$61.4 million during fiscal 2017 compared to $36.3million$53.0 million a year ago. The increase was due to incremental revenues of $8.2 million and the effects of favorable foreign currency fluctuations on our expense base, partially offset by higher employee compensation. The higher employee compensation costs were due an 11.0% increase in headcount from the prior year.

Fiscal 2014 compared to Fiscal 2013

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

European operating income advanced 70 basis points during fiscal 2014 to $100.9 million due to revenue growth of 8.9%13.6% and benefits from a stronger U.S. dollar, partially offset by increases in employee compensation and occupancy costs. Employee compensation was higher year over year as a result of a 2.7% increase in our Asia Pacific workforce in the last 12 months. Occupancy costs increased due primarily to an increase in rent expense at our India locations. The impact of foreign currency increased Asia Pacific operating income by $1.4 million year over year.

Fiscal 2016 compared to Fiscal 2015

U.S. operating income decreased 4.5% to $165.3 million during fiscal 2016 compared to $173.0 million during fiscal 2015. The decrease in U.S. operating income is attributed to employee compensation growth, non-recurring charges of $4.4 million and $8.3 million of incremental amortization expense from Portware, partially offset by revenue growth of 11.3%. Employee compensation increased primarily due to a 7.6% increase in the Matrix acquisition. Additional expensesU.S. employee headcount year over year. The non-recurring charges were related primarily to legal matters.


European operating income increased 13.0% to $131.4 million during fiscal 2016 compared to $116.3 million during fiscal 2015. The increase in European operating income was due to revenue growth of 10.4% and benefits from the acquisitiona stronger U.S. dollar. The impact of Matrix loweredforeign currency increased European operating income by $2.1 million.$5.1 million year over year.


 

Asia Pacific operating income increased 18.8%24.4% to $36.3$53.0 million during fiscal 2016 compared to $30.5$42.6 million during fiscal 2015. The increase in fiscal 2013Asia Pacific operating income was due to incremental revenuesrevenue growth of $5.9 million22.8% and benefits from a stronger U.S. dollar, partially offset by higherincreases in employee compensation. The impact of foreign currency increased Asia Pacific revenues growth of 9.4% during fiscal 2014 was drivenoperating income by our ability$6.5 million year over year. Employee compensation increased due to sell our global content, expansion into new markets withina 19.3% increase in the Asia sales of additional services to existing clients, and new client and user growth.Pacific employee headcount year over year.

 

Income Taxes, Net Income and Diluted EarningsEarnings per Share

 

  

Years ended August 31,

 

(in thousands)

 

2017

  

2016

  

2015

 

Provision for income taxes

 $86,053  $122,178  $92,703 

Net income

 $258,259  $338,815  $241,051 

Diluted earnings per common share

 $6.51  $8.19  $5.71 

Income Taxes

 

(in thousands, except per share data)

Years Ended August 31,

2015

  

2014

 

2013

  

Provision for income taxes

$92,703 (1) $91,921 $72,273 (2) 

Net income

$241,051  $211,543 $198,637  

Diluted earnings per common share

$5.71  $4.92 $4.45  

Effective Tax Rate

 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 20152017 compared to Fiscal 20142016

The fiscal 20152017 provision for income taxes was $92.7$86.1 million, updown 29.6% from $91.9 millionthe same period a year ago. The 0.9% increaseThis decrease was primarily due to tax expense of $30.8 million related to the gain on sale of our Market Metrics business in the fourth quarter of fiscal 2016. Excluding the tax impact of the gain, the provision for income taxes decreased by 5.9% year over year related primarily to our organizational realignment. Effective September 1, 2016 we realigned certain aspects of our global operations from FactSet Research Systems Inc., our U.S. parent company, to FactSet UK Limited, a U.K. operating company, to better position us to serve our growing client base outside the U.S. Due to the realignment we recognized a 200 basis point benefit in our annual tax rate. Additionally, excluding the gain on sale in the prior year, our provision for income taxes decreased due to a 10.0%decrease in taxable income year over year. This decrease was due primarily to higher interest expense incurred as a result of an increase in pre-taxour outstanding debt borrowings by approximately $300 million.

Fiscal 2016 compared to Fiscal 2015

The fiscal 2016 provision for income taxes was $122.2 million, up 31.8% compared to fiscal 2015. In the fourth quarter of fiscal 2016, the Company recognized tax expense of $30.8 million related to the gain on sale of our Market Metrics business. Excluding tax expense from the gain, the provision for income taxes was $91.4 million in fiscal 2016, a decrease of 1.4% from fiscal 2015, primarily due to income tax benefits from the permanent reenactment of the U.S. Federal R&D Tax Credit in December 2015, finalizing prior year tax returns and other discrete items. Overall, we recognized income tax benefits of $10.5 million in fiscal 2016 compared to $6.5 million in the same period in fiscal 2015. Offsetting the tax benefits and excluding the gain on sale was an increase in taxable income of $14.8 million.

Net Income and Diluted Earnings per Share

Fiscal 2017compared to Fiscal 2016

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


Fiscal 2016 compared to Fiscal 2015

Net income increased 40.6% to $338.8 million and diluted earnings per share increased 43.4% to $8.19 during fiscal 2016 compared to fiscal 2015. A large component of the increase in net income and diluted earnings per share during fiscal 2016 was an after-tax gain of $81.7 million related to the sale of the Market Metrics business. The gain increased diluted earnings per share by $2.01. Excluding the after-tax gain on sale, net income increased 6.7% in fiscal 2016 compared to fiscal 2015, while diluted EPS was $6.18. The increase year over year was primarily due to organic ASV growth of 8.8% and tax benefits of $10.5 million related to the permanent reenactment of the U.S. Federal R&D tax credit in December 2014. The reenactment ofand finalizing the credit was retroactive to January 1, 2014 and extended through the end of the 2014 calendar year. Prior to the reenactment of the tax credit, we had not been permitted to factor it into our effective tax rate because it was not enacted tax law. The reenactment resulted in a discrete income tax benefit of $5.1 million during fiscal 2015. Additionally, we recognized tax benefits of $3.7 million related to finalizing prior year2015 tax returns and other discrete tax items.

Fiscal 2014 compared to Fiscal 2013

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

Net Income and Diluted Earnings per Share

Fiscal 2015 compared to Fiscal 2014

Net income increased 13.9% to $241.1 million and diluted earnings per share increased 16.1% to $5.71 during fiscal 2015 compared to fiscal 2014. Drivers of the increase in net income and earnings per share during fiscal 2015 include revenue growth of 9.4%, income tax benefits of $8.8 million, foreign currency benefits of $4.0 million and a decrease in diluted shares outstanding of 1.7%. These net income driversincreases were partially offset by incremental employee compensation expense within cost of services due to the hiring of 7211,015 net new employees during the last 12 months and after-tax(including 166 employees from acquisitions completed in fiscal 2016). Additionally, Portware’s operations reduced our operating margin by 120 basis points in fiscal 2016. In fiscal 2016 we also incurred non-recurring charges of $2.2approximately $3.3 million, and $2.1after-tax, related primarily to legal matters. During fiscal 2016, foreign currency movements increased operating income by $11.6 million relatedcompared to changesa benefit of $11.2 million in the senior leadershipsame period of our sales teams and the vesting of performance-based equity instruments, respectively.

Fiscal 2014 compared to Fiscal 2013

Net income increased 6.5% to $211.5 million and diluted earnings per share increased 10.6% to $4.92 during fiscal 2014 as compared to fiscal 2013. Drivers of the increase included a 7.3% rise in revenues, lower stock-based compensation as a result of the fiscal 2013 after-tax charge of $12.9 million and a 3.7% decrease in diluted shares outstanding from share repurchases. These increases were partially offset by a higher annual effective tax rate from the expiration of the U.S. Federal R&D tax credit, incremental employee compensation within cost of services due to the hiring of 202 net new software engineers and 70 net new consultants, a rise in third party data costs from additional users and clients added and higher employee T&E. 2015.

 


Liquidity

 

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

 

Years Ended August 31,

 

2015

  

2014

  

2013

 
          

Net cash provided by operating activities

 $306,442  $265,023  $269,809 

Capital expenditures(1)

  (25,682)  (17,743)  (18,517)

Free cash flow(2)

 $280,760  $247,280  $251,292 

Net cash used in investing activities

 $(64,877) $(70,708) $(20,412)

Net cash used in financing activities

 $(187,326) $(276,729) $(238,408)

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

 $158,914  $116,378  $196,627 
  

Years ended August 31,

 

(in thousands)

 

2017

  

2016

  

2015

 

Net cash provided by operating activities

 $320,527  $331,140  $306,442 

Capital expenditures (1)

  (36,862)  (47,740)  (25,682)

Free cash flow (2)

 $283,665  $283,400  $280,760 

Net cash used in investing activities

 $(347,306) $(158,408) $(64,877)

Net cash used in financing activities

 $(8,161) $(91,002) $(187,326)

Cash and cash equivalents at end of year

 $194,731  $228,407  $158,914 

 

 

 

(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 20152017 compared to Fiscal 20142016

Cash and cash equivalents aggregated to $158.9$194.7 million, or 22%13.8% of our total assets at August 31, 2015,2017, compared with $116.4$228.4 million, or 18%22.4% of our total assets at August 31, 2014.2016. Our cash and cash equivalents increased $42.5decreased $33.7 million during fiscal 20152017 due primarily to $303.1 million in cash paid for acquisitions (net of cash acquired), $252.8 million in share repurchases under the existing share repurchase program, dividend payments of $80.9 million, capital expenditures of $36.9 million and $7.4 million from the purchase of investments (net of proceeds). These cash outflows were partially offset by cash provided by operations of $306.4$320.5 million, $71.5$275.0 million in net proceeds from long-term debt, $50.0 million in proceeds from the exercise of employee stock options, $35.0 million in proceeds from long-term debt and $28.9$10.3 million in tax benefits from share-based payment arrangements. These cash inflows are partially offset by $34.8arrangements and $1.3 million in cash paid to acquire businesses, $252.8 million in share repurchases, dividend paymentsfrom the effects of $66.6 million, capital expenditures of $25.7 million and purchases of investments, net of proceeds, of $4.4 million.foreign currency fluctuation.

 

Free cash flow for fiscal 20152017 was $280.8$283.7 million exceeding net income by 16%.compared to $283.4 million in the prior year comparable period. Free cash flow generated during fiscal 20152017 was attributable to $241.1$258.3 million of net income $37.6adjusted for $78.3 million of positive working capital changes and $27.8 million in non-cash expenses less $25.7items partially offset by $36.9 million in capital expenditures.Workingexpenditures and $16.0 million of negative working capital improvements were derivedchanges. Free cash flow increased slightly from lower income tax payments and increased accounts payable and accrued expensesthe comparable year ago period, due primarily to the timing of paymentsa reduction in capital expenditures partially offset by a rise in accounts receivable compared to the prior year. The rise in accounts receivable was due to our year over year revenue growth. Our accounts receivable balance as of August 31, 2015 rose by only 5.2% compared to the year ago period, while revenue growth grew by 9.4% year over year. This fact pattern was primarily due to a decrease in our daysnet cash provided by operating activities. The decrease in net cash provided by operating activities was the result of higher client receivables and the timing of taxes payments. Our day’s sales outstanding (“DSO”), which was lowered to 3341 days as of August 31, 2015 compared to 342017, representing an increase from 31 days as ofat August 31, 2014.2016. The increase in DSO was primarily related to our recent acquisitions as we work to align their collection policies with those of FactSet.

 

Net cash used in investing activities was $64.9$347.3 million duringin fiscal 2015,2017, representing a decrease of $5.8$188.9 million overincrease from fiscal 2016 due primarily to an increase in the prior year due to a $12.1 million decrease in cash used in business acquisitions and a $1.7 million increase in proceeds from salesthe purchases of short-term investments net(net of purchases,proceeds), partially offset by a $7.9decrease in capital expenditures. Additionally, in fiscal 2016 we recognized proceeds from the sale of our Market Metrics business of $153.1 million. Acquisitions during fiscal 2017, largely related to BISAM and Vermilion, resulted in a cash outflow of $303.1 million increasecompared to a net cash outflow of $262.9 million for the Portware acquisition during fiscal 2016. Purchase of investments (net of proceeds) results in an increased cash usedoutflow of $6.5 million in fiscal 2017 compared to fiscal 2016. The decrease in capital expenditures of $10.9 million was due fiscal 2016 including the fit-out of new space in New York, Chicago and at our corporate headquarters in Norwalk. Fiscal 2017 capital expenditures related primarily to computer equipment for capital expenditures.our U.S. locations and additional expenses at our Chicago, New York, and India locations.

 


Net

During fiscal 2017, net cash used in financing activities was $187.3$8.2 million duringcompared to $91.0 million in fiscal 2015. Of this2016. This decrease was due primarily to FactSet entering into an ASR Agreement to repurchase $120.0 million of our common stock in July 2016. We received 595,607 shares of common stock on July 5, 2016, which was approximately 80% of the total number of shares of common stock expected to be repurchased under the ASR Agreement. The final settlement of the ASR Agreement occurred in the first quarter of fiscal 2017 with us receiving an additional 102,916 shares of our common stock. Excluding cash used in the ASR Agreement, cash provided by financing activities in fiscal 2016 was $29.0 million, resulting in a fluctuation of $37.2 million in the current year. This fluctuation was due to an increase in cash used to repurchase common stock under our existing share repurchase program of $24.2 million, an increase in payments of regular quarterly dividends of $6.7 million, lower proceeds from employee stock plans of $6.8 million and lower tax benefits from share-based payment arrangements of $7.9 million. Cash used in share repurchases increased year over year as we repurchased 1.6 million shares for $252.8 million related to the repurchase of 1.7 million shares under the existing share repurchase program and $66.6compared to 1.5 million wasshares for the payment$232.3 million in fiscal 2016. Dividend payments increased as our Board of regular quarterly dividends. Partially offsetting these uses of cash were proceeds received from employee stock plans totaling $71.5 million, related tax benefits of $28.9 million and long-term debt of $35.0 million. Net cash used in financing activities was $89.4 million lower in the current year due toDirectors approved a $36.3 million12.0% 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 $23.6 million. These positive cash movements were partially offset by an incremental $5.5 million in dividend payments due to the 12.8% increase in our regular quarterly dividend to $0.56 per share, or $2.24 per share per annum, beginning with the dividend payment in MayJune 2017. The year over year fluctuation was also due to additional borrowings under our 2017 Credit Agreement (defined in Capital Needs) of $575.0 million, used to fund our acquisition of BISAM on March 17, 2017 and retire our existing debt of $365.0 million. In fiscal 2016 we borrowed $265.0 million under our previous credit agreement to fund our acquisition of Portware on October 16, 2015. Refer to the Capital Resources section of the MD&A for a discussion of our long-term debt borrowings.

 

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


As of August 31, 2015,2017, our total cash and cash equivalents worldwide was $158.9$194.7 million, with $35.0$575.0 million in outstanding borrowings. Approximately $35.5$17.8 million of our total available cash and cash equivalents is held in bank accounts located within the U.S., $93.2$141.2 million in Europe (predominantly within the UK, France, and France)Germany) and the remaining $30.2$35.7 million is held in the Asia Pacific. WePacific region. As of August 31, 2017, we believe our liquidity (including cash on hand, cash from operating activities and other cash flows that we expect to generate) within each geographic segment will be sufficient to meet our short-term and longer-termlong-term operating requirements, as they occur, including working capital needs, capital expenditures, dividend payments, stock repurchases, growth objectives and other financing activities. In addition, we expect existing foreign cash, cash equivalentequivalents and cash flows from operations to continue to be sufficient to fund our foreign operating activities and cash commitments for investing activities, such as capital expenditures, for at least the next 12 months and thereafter for the foreseeable future.

 

Fiscal 20142016 compared to Fiscal 20132015

Cash and cash equivalentsequivalents aggregated to $116.4$228.4 million, or 18%22.4% of our total assets at August 31, 2014,2016, compared with $196.6$158.9 million, or 28%21.6% of our total assets at August 31, 2013.2015. Our cash and cash equivalents decreased $80.2increased $69.5 million during fiscal 20142016 due to $46.9 million in cash used to acquire 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 $265.0$331.1 million, $52.2$153.1 million in proceeds from the sale of our Market Metrics business, $56.9 million in proceeds from the exercise of employee stock options, $12.0$265.0 million in proceeds from long-term debt and $18.2 million in tax benefits from share-based payment arrangementsarrangements. These cash inflows were partially offset by $262.9 million in cash paid to acquire Portware, $356.8 million in share repurchases, dividend payments of $74.2 million, capital expenditures of $47.7 million and $2.2 million from the effectspurchases of foreign currency.investments, net of proceeds, of $0.9 million.

 

Free cash flow for fiscal 20142016 was $247.3 million, exceeding net income by 17%.$283.4 million. Free cash flow generated during fiscal 20142016 was attributable to $211.5$338.8 million of net income, $9.2including an after-tax gain on sale of $81.7 million, $50.6 million of positive working capital changes and $44.3$58.3 million in non-cash expenses less $17.7$47.7 million in capital expenditures.Working capital improvements were derivedexpenditures. Free cash flow generated in fiscal 2016 was up $2.6 million from lowerthe comparable year ago period due to higher levels of net income tax payments partiallyand the timing of payables and accrued compensation, offset by a rise in accounts receivable compared to the prior year.Employee stock option exercises, which reduced our tax payments, improved current year working capital. However, our days sales outstanding (“DSO”) as of August 31, 2014 rose to 34 days, up from a record low of 30 days a year ago primarily due to timing of large client payments in the prior year period.incremental capital expenditures.

 

Net cash used in investing activities was $158.4 million in fiscal 2016, representing a $93.5 million increase from fiscal 2015. This increase was primarily due to our acquisition of $70.7Portware in the first quarter of fiscal 2016 which resulted in a net cash outflow of $262.9 million compared to a net cash outflow of $34.8 million for acquisitions occurring in fiscal 2015. Additionally, cash used in investing activities increased year over year due to an increase of $50.3 million over fiscal 2013, isin capital expenditures, primarily due to the acquisitionsfit-out of Reverenew space in New York, Chicago and Matrix for $46.9the expansion of our corporate headquarters in Norwalk. These cash outflows were partially offset by net proceeds of $153.1 million from the sale of our Market Metrics business and a $4.8 millionan increase in cash utilized to purchase additional short-term certificatesproceeds from the sales of deposit.investments (net of purchases) of $3.5 million year over year.

 

NetDuring fiscal 2016, net cash used in financing activities was $276.7$91.0 million compared to $187.3 million duringin fiscal 2014. Of this total, $275.42015. The year over year decrease in cash used was primarily due to proceeds from long-term debt of $265.0 million, offset by an increase in cash used in share repurchases of $100.6 million, lower proceeds and tax benefits from stock options exercised of $25.4 million, and an increase in payments of regular quarterly dividends of $7.7 million. The proceeds from long-term debt related to the repurchaseadditional borrowings under our previous credit agreement used to fund our acquisition of 2.5Portware on October 16, 2015. Cash used in share repurchases increased year over year as we repurchased 1.5 million shares for $232.3 million under the existing share repurchase program and $61.00.6 million wasshares for $120.0 million related to the paymentASR Agreement entered into in July 2016. We repurchased 1.7 million shares for $252.8 million in fiscal 2015 under the existing share repurchase program. Dividend payments increased as our Board of quarterly dividends. Partially offsetting the use of cash were proceeds received from employee stock plans totaling $52.2 million and related tax benefits of $12.0 million. Net cash used in financing activities was $38.3 million higherDirectors approved a 13.6% increase in the current year because of an $85.7 million reduction in proceeds from employee stock option exercises and an incremental $5.0 million in dividend repayments due to the 11% increase in our regular quarterly dividend. These increases were partially offset by a decreasedividend to $0.50 per share, or $2.00 per share per annum, beginning with the dividend payment in share repurchases of $52.3 million. Proceeds from employee stock exercises and its related income tax benefits were lower in the current year because the number of employee stock options exercised decreased by 1.5 million shares.June 2016.


Capital Resources

 

Capital Resources

Capital Expenditures

 

Capital expenditures were $25.7$36.9 million during fiscal 2015, up2017, down from $17.7$47.7 million a year ago. Approximately $13.8$21.4 million, or 54%58%, of our capital expenditures during fiscal 2015 werewas primarily for purchasepurchases of computer equipment, including more servers for our existing data centers, purchasingadditional laptop computers and peripherals for new employees, upgradingupgrades to existing computer systems and improvingimprovements to our telecommunication equipment.The remaining 46%equipment. The remainder of our capital expenditures were used towas primarily for the build out of office space including $4.4 million at our offices primarily inChicago location, $4.4 million at our New York Texaslocations and the Philippines during fiscal 2015.$2.7 million at our India locations.

 

Capital expenditures were $17.7$47.7 million during fiscal 2014, down2016, up from $18.5$25.7 million in fiscal 2013.2015. Approximately $13.8$27.7 million, or 78%58%, of our capital expenditures during fiscal 2014 related to the purchasebuild out of computer equipmentoffice space including $15.1 million at our New York location, $3.9 million at our Chicago location and $1.4 million at our corporate headquarters in Norwalk. The remainder of our capital expenditures was primarily for purchases of more servers for our existing data centers, purchasingadditional laptop computers and peripherals for new employees, upgradingupgrades to existing computer systems inand improvements to our data collection centers in India and the Philippines and improving telecommunication equipment.The remaining 22% of capital expenditures was used primarily to build out our San Francisco office during fiscal 2014.

Capital Needsequipment.

 

Capital Needs

Long-Term Debt

On February 6, 2015, weMarch 17, 2017, the Company entered into a Credit Agreement (the “Credit2017 Credit Agreement”) between FactSet, as the borrower, and PNC Bank, of America, N.A.National Association (“PNC”), as the lender (the “Lender”). At that date, theadministrative agent and lender. The 2017 Credit Agreement providedprovides for a $35.0$575.0 million revolving credit facility (the “Revolving“2017 Revolving Credit Facility”),. We may request borrowings under which we could request borrowingsthe 2017 Revolving Credit Facility until its maturity date of February 6, 2018.March 17, 2020. The 2017 Credit Agreement also 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 a minimum amount of $25.0 million.


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

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

In conjunction with FactSet’s entrance into the 2017 Credit Agreement, the Company borrowed $575.0 million in the form of a LIBOR rate loan under the 2017 Revolving Credit Facility and retired the outstanding debt under its previous credit agreement between FactSet, as the borrower, and Bank of America, N.A., as the lender. The total principal amount of the debt outstanding at the time of retirement was $365.0 million and there were no prepayment penalties. Proceeds from the 2017 Revolving Credit Facility were also used to fund FactSet’s acquisition of BISAM.

All outstanding loan amounts are reported as Long-term debt within the Consolidated Balance Sheet at August 31, 2017. During fiscal 2017 and 2016, we paid approximately $8.4 million and $3.1 million, respectively, in interest on our outstanding Loan amounts. The principal balance is payable in full on the maturity date.

 

As of August 31, 2015, we owed2017, no commitment feesfee was owed by FactSet since weit borrowed the then-fullfull amount ofunder the Revolving2017 Credit Facility on February 6, 2015. Other feesAgreement. In fiscal 2017, FactSet incurred such asapproximately $0.4 million in legal costs to draft and review the 2017 Credit Agreement, totaled less than $0.1 million andAgreement. These costs were capitalized as loan origination fees. These loan origination fees and are being amortized tointo interest expense over the term of the Loanloan using the effective interest method and totaled less than $0.1 million in fiscal 2015.method.

 

The 2017 Credit Agreement containscontained covenants restricting certain FactSet activities, which are usual and customary for this type of loan. In addition, the 2017 Credit Agreement requiresrequired that weFactSet maintain a consolidated leverage ratio, as measured by total funded debt/EBITDA below a specified level as of the end of each fiscal quarter. We wereThe Company was in compliance with all of the covenants of the 2017 Credit Agreement as of August 31, 2015.2017.

 

As of August 31, 2015,2017, the fair value of our long-term debt was $35.0$575.0 million, which we believe approximates carrying amount as the terms and interest rates approximate market rates given its floating interest rate basis.

 

Letters of Credit

From time to time, we are required to obtain letters of credit in the ordinary course of business. Approximately $1.0Approximately $1.9 million of standby letters of credit have been issued in connection with ourvarious current leased office spacespaces as of August 31, 2015.2017. 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, 20152017 and 2014,2016, we were in compliance with all covenants contained in the standby letters of credit.


Foreign Currency

 

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 statementsstatements 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.

 

OurAs of August 31, 2017, our non-U.S. dollar denominated revenues expected to be recognized over the next twelve months are estimated to be $30.7approximately $90 million while our non-U.S. dollar denominated expenses are estimated to be $205.4approximately $300 million, which translates into a net foreign currency exposure of $174.7 million.approximately $210 million per year. Our foreign currency exchange exposure is related to our operating expense base in countries outside the U.S., where approximately 70%73% of our employees arewere located as of August 31, 2015.2017. During fiscal 2015,2017, foreign currency movements increaseddecreased operating income by $11.2$7.1 million, as compared to $11.6 million a $1.7 million decrease to operating income during fiscal 2014.year ago.

 

FForeignoreign Currency Hedges

As of August 31, 2015, we2017, FactSet 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,its Indian Rupee exposure through the third quarter of fiscal 2019. The gross notional value of foreign exchangecurrency forward contracts to purchase Indian Rupees with U.S. dollars was Rs. 4.03.8 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 exchangecurrency forward contracts as of August 31, 2015.2017. A loss on derivatives of $0.6$2.9 million was recorded into operating income during fiscal 2015,2017, compared to a loss of $0.3$0.5 million a year ago.in fiscal 2016.

 

Off-Balance Sheet Arrangements

 

At August 31, 20152017 and 2014,2016, 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

 

Share Repurchase Program

In fiscal 2017, we repurchased 1.6 million shares for $252.8 million compared to 1.5 million shares for $232.3 million in fiscal 2016 under the our existing share repurchase program. Over the last 12 months, we have returned $341.9 million to stockholders in the form of share repurchases and dividends, funded by cash generated from operations. On December 15, 2014, ourMarch 27, 2017, the Board of Directors of FactSet approved a $300$300.0 million expansion of to the existing share repurchase program. Repurchases will be made from time to time in the open market and privately negotiated transactions, subject to market conditions. No minimum number of shares to be repurchased has been fixed. ThereIncluding this expansion, $244.1 million is no timeframe to complete the repurchase program and it is expected that share repurchases will be paid from existing and future cash generated by operations.

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 authorizedavailable for future share repurchases as of August 31, 2015.

Contractual Obligations2017.

 

FluctuationsOn July 1, 2016, we entered into an ASR Agreement to repurchase $120.0 million of our common stock. We received 595,607 shares of common stock on July 5, 2016, which was approximately 80% of the total number of shares of common stock expected to be repurchased under the ASR Agreement. The final settlement of the ASR Agreement occurred in the first quarter of fiscal 2017 with us receiving an additional 102,916 shares of our common stock.

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 obligationsobligations as of August 31, 20152017 and the corresponding effect that these obligations will have on our liquidity and cash flows in future periods (in millions):periods:

 

 

  

Payments due by period

 
  

2016

   2017-2018   2019-2020  

2021 and thereafter

  

Total

 

Operating lease obligations(1)

 $22.7  $55.4  $46.1  $145.9  $270.1 

Purchase commitments(2)

  60.7   3.8   0.7      65.2 

Loan outstanding(3)

        35.0      35.0 

Total contractual obligations by period(4)

 $83.4  $59.2  $81.8  $145.9  $370.3 

  

Payments due by period

 

(in millions)

 

2018

   2019-2020   2021-2022  

2023 and thereafter

  

Total

 

Operating lease obligations(1)

 $38.1  $63.5  $41.0  $139.1  $281.7 

Purchase commitments(2)

  74.9   3.6   2.5      81.0 

Loan outstanding(3)

     575.0         575.0 

Total contractual obligations by period(4)

 $113.0  $642.1  $43.5  $139.1  $937.7 

 

 

(1)

Operating lease amounts include future minimum lease payments under all our non-cancelable operating leases with an initial term in excess of one year. For more information on ourour operating leases, see Note 18,19, Commitments and Contingencies, in the Notes to the Company’s Consolidated Financial Statements included in Item 8.

 

 

(2)

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

 

 

(3)

Represents the amount due under the Company’s Loan under its RevolvingCompany’s 2017 Credit Facility entered into on February 6, 2015.Agreement.

 

 

(4)

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

 

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

 


At August 31, 2017, we leased approximately 1,143,000 square feet of office space, which we believe is adequate for our current needs and that additional space is available for lease to meet any future needs. Including new lease agreements executed during fiscal 2017, our worldwide-leased office space increased by approximately 71,000 square feet, or 7%, from August 31, 2016. This increase was primarily due to leases related to acquisitions completed in fiscal 2017 as well as expanded office space in India, offset by the consolidation of certain other office spaces.

 

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

 

With the exception of the new leases entered into in the ordinary course of business and the 2017 Credit Agreement, there were no other significant changes to ourDividends contractual obligations during fiscal 2017.

 

Dividends

On May 12, 2015,5, 2017, our Board of Directors approved a 12.8%12.0% increase in the regular quarterly dividend beginning with the dividend payment inon June 20152017 which was $0.44$0.56 per share, or $1.76$2.24 per share per annum. This is the 10th consecutive year that our annual dividend has been increased by more than 10%, resulting in a five year annual dividend growth rate of 14%. With our dividends and our share repurchases, in the aggregate, we have returned $322.8$341.9 million to stockholdersshareholders over the past 12 months. Future cash dividends will depend on our earnings, capital requirements, financial condition and other factors we considered relevant and is subject to final determination by our Board of Directors.


 

During fiscal years 20152017 and 2014,2016, our Board of Directors declared the following dividends: 

 

Declaration Date

 

Dividends Per
Share of
Common Stock

 

Type

Record Date

 

Total $ Amount
(in thousands)

 

Payment Date

August 10, 2015

 $0.44 

Regular (cash)

August 31, 2015

 $18,179 

September 15, 2015

May 12, 2015

 $0.44 

Regular (cash)

May 29, 2015

 $18,274 

June 16, 2015

February 11, 2015

 $0.39 

Regular (cash)

February 27, 2015

 $16,236 

March 17, 2015

November 12, 2014

 $0.39 

Regular (cash)

November 28, 2014

 $16,216 

December 16, 2014

August 14, 2014

 $0.39 

Regular (cash)

August 29, 2014

 $16,299 

September 16, 2014

May 5, 2014

 $0.39 

Regular (cash)

May 30, 2014

 $16,386 

June 17, 2014

February 11, 2014

 $0.35 

Regular (cash)

February 28, 2014

 $14,827 

March 18, 2014

November 14, 2013

 $0.35 

Regular (cash)

November 29, 2013

 $15,046 

December 17, 2013

Declaration Date

 

Dividends Per
Share of
Common Stock

 

Type

Record Date

 

Total $ Amount
(in thousands)

 

Payment Date

August 10, 2017

 $0.56 

Regular (cash)

August 31, 2017

 $21,853 

September 19, 2017

May 5, 2017

 $0.56 

Regular (cash)

May 31, 2017

 $21,951 

June 20, 2017

February 6, 2017

 $0.50 

Regular (cash)

February 28, 2017

 $19,709 

March 21, 2017

November 10, 2016

 $0.50 

Regular (cash)

November 30, 2016

 $19,852 

December 20, 2016

August 5, 2016

 $0.50 

Regular (cash)

August 31, 2016

 $20,019 

September 20, 2016

May 6, 2016

 $0.50 

Regular (cash)

May 31, 2016

 $20,171 

June 21, 2016

February 5, 2016

 $0.44 

Regular (cash)

February 29, 2016

 $18,044 

March 15, 2016

November 6, 2015

 $0.44 

Regular (cash)

November 30, 2015

 $18,208 

December 15, 2015

August 10, 2015

 $0.44 

Regular (cash)

August 31, 2015

 $18,179 

September 15, 2015

 

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 we considered relevant by us and is subject to final determination by our Board of Directors.

SignificantAccounting Policies

 

Significant Accounting Policies

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

 

Critical AccountingEstimates

 

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

 

Business Combinations

 

We record acquisitions using the purchase method of accounting. All of thethe 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 party appraisal firms. Our significant assumptions and estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable. In addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of such estimates.

 


Performance-based Equity Awards

 

We have an employee stock-based compensation plan, which allows for the issuance of performance-basedperformance-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 targetsbecausetargets because the number of stock options that vest will be predicated on us achieving these levels. However, there is no current guarantee that such options will vest in whole or in 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 first growth target as outlined within the terms of the grant was achieved, thus 20% or 48,314 options vested on August 31, 2013. The second 20% tranche vested on August 31, 2014 as a result of accelerated expansion of Street Account users during fiscal 2014. During the fourth quarter of fiscal 2015, the third growth target was achieved, thus the third 20% tranche vested on August 31, 2015. As of August 31, 2015, we estimate that the fourth 20% tranche will vest by August 31, 2017, resulting in unamortized stock-based compensation expense of $0.6 million to be recognized over the remaining vesting period of 2.0 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

Percentage

 

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 

Fourth 20% tranche(current expectation)

 $0  $619 

Fifth 20% tranche

 $1,216  $1,003 

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

 

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 ourthe acquisition of Code Red,we granted 137,522 performance-based stock options during the second quarter of fiscal 2015, we2015. Of the total amount granted, 137,522 performance-based stock options. These68,761 performance-based options arewere eligible to vest four years from date of grant if certain Code Red ASV and operating margin targets arewere 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 yeartwo-year measurement period ending February 28, 2017. At the conclusion of the measurement period, 70% of the options were deemed eligible to vest, with the remaining options being forfeited. The option holders must remain employed by FactSet through February 28, 2019 in order for the options to vest. As of August 31, 2015,2017, total unamortized stock-based compensation of $2.1$0.8 million will be recognized as expense over the remaining vesting period of 3.41.4 years.


The remaining 68,761 options granted in February 2015 are eligible to cliff vest based on a four-year measurement period ending February 28, 2019. As of August 31, 2017, total unamortized stock-based compensation of $0.4 million will be recognized as expense over the remaining vesting period of 1.4 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):expense:

 

Vesting

Percentage

 

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 
Vesting Percentage (in thousands)  

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 
0% $(338) $0   $(769) $ 
10% $(253) $516   $(577) $108 

40%(current expectation)

 $0  $2,063   $  $431 
70% $253  $3,609   $577  $755 
100% $506  $5,156   $1,153  $1,078 

* Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2017.

 

October 2015 and August 2016 Performance-based Option Grant Review

In connection with the acquisition of Portware during the first quarter of fiscal 2016, we granted 530,418 performance-based stock options. In the fourth quarter of fiscal 2017, we modified the vesting of these grants to allow 70% of the options to become eligible to vest, with the remaining options being forfeited. In conjunction with this modification, we recognized a cumulative catch-up adjustment of $1.8 million. The remaining options will vest 40% on the second anniversary date of the grant and 20% on each subsequent anniversary date provided the option holders remain employed by FactSet. As of August 31, 2017, total unamortized stock-based compensation of $2.9 million will be recognized as expense over the remaining vesting period of 3.1 years.

We granted 20,911 additional performance-based stock options to Portware employees in the fourth quarter of fiscal 2016 with similar performance conditions. In the fourth quarter of fiscal 2017, FactSet modified the vesting of these grants to allow 70% of the options to become eligible to vest, with the remaining options being forfeited. In conjunction with this modification, FactSet recognized a cumulative catch-up adjustment of $0.1 million. The remaining options will vest 40% on the second anniversary date of the grant and 20% on each subsequent anniversary date provided the option holders remain employed by FactSet. As of August 31, 2017, total unamortized stock-based compensation of $0.4 million will be recognized as expense over the remaining vesting period of 3.9 years.

January 2017 Performance-based Option Grant Review

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

Vesting Percentage (in thousands)

  

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 

0% (current expectation)

       
100%  $338  $2,367 

* Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2017. 


June 2017 Performance-based Option Grant Review

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

Vesting Percentage (in thousands)

  

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 

0% (current expectation)

       
80%  $237  $6,870 
90%  $267  $7,729 
100%  $296  $8,588 

* Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2015. 2017.

 

Other Performance-based Option Grants

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


Accrued Compensation

 

We make significant estimates in determining our accrued compensation. Approximately 15% of our total employee compensation is variable and 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 on a quarterly basis and adjustingadjusts accrual rates as appropriate. TheAs of August 31, 2017 and 2016 the amount of the variable employee compensation recorded within accrued compensation was $38.6$39.2 million and $37.3$38.2 million, respectively.

Goodwill and Intangible Assets

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

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

We performed our annual goodwill impairment test during the fourth quarter of fiscal 2017, consistent with previous years, it was determined that there was no impairment, with the fair value of each of the Company’s reporting units significantly exceeding carrying value. The carrying value of goodwill as of August 31, 20152017 and 2014,2016, was $707.6 million and $452.9 million, respectively.

 

Our identifiable intangible assets consist of acquired content databases, clieLong-lived Assetsnt relationships, software technology, non-compete agreements and trade names resulting from acquisitions, which have been fully integrated into our operations. Depending on the nature of the intangible asset, it is amortized on either a straight-line or an accelerated basis using estimated useful lives ranging from two to twenty years. These useful lives 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, 2017 and 2016.


Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for intangible assets that management expects to hold and use is based on the amount the carrying value exceeds the fair value of the asset. No indicators of impairment of intangible assets has been identified during any of the periods presented. Our ongoing consideration of the recoverability could result in impairment charges in the future, which could adversely affect our results of operations. The carrying value of intangible assets as of August 31, 2017 and 2016, was $173.5 million and $93.2 million, respectively.

 

Long-lived Assets

Long-lived assets, comprised of property, equipment and leasehold improvements are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that may cause an impairment review include significant changes in technology that make current computer-related assets that we use in our operations obsolete or less useful and significant changes in the way we use these assets in our operations. When evaluating long-lived assets for potential impairment if impairment indicators are present, we first compare the carrying value of the asset to the asset’s estimated future cash flows (undiscounted and without interest charges). If the estimated future cash flows are less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to the asset’s estimated fair value, which may be based on estimated future cash flows (discounted and with interest charges). We recognize an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. If we recognize an impairment loss, the adjusted carrying amount of the asset becomes its new cost basis. The new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Using the impairment evaluation methodology described herein,here, there have been no long-lived asset impairment charges for each of the last three years. The carrying value of long-lived assets as of August 31, 20152017 and 20142016, was $59.3$100.5 million and $57.6$84.6 million, respectively.

 

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

Goodwill and Intangible Assets

 

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

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


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

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

Estimated Tax Provision and Tax Contingencies

 

We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Our tax provision is an estimateestimate based on our understanding of laws in Federal, state and foreign tax jurisdictions. These laws can be complicated and are difficult to apply to any business including ours. The tax laws also require us to allocate our taxable income to many jurisdictions based on subjective allocation methodologies and information collection processes. Our effective tax rates differ from the statutory rate primarily due to the impact of state taxes, foreign operations, R&D and other tax credits, tax audit settlements, incentive-stock options and domestic production activitiesdeductions.activities deductions. Our annual effective tax rate was 27.8%25.0%, 30.3%26.5% and 26.7%27.8% in fiscal 2017, 2016 and 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, 2015,2017, we havehad gross unrecognized tax benefits totaling $6.8$11.5 million, including $1.3$1.5 million of accrued interest, recorded as non-current taxes payable inTaxes Payable (non-current) within the Consolidated Balance Sheet. Unrecognized tax benefits represent tax positions taken on tax returns but not yet recognized in the consolidated financial statements. When applicable, we adjust the previously recorded tax expense to reflect examination results when the position is effectively settled. If recognized, the unrecognized tax benefits and related interest would be recorded as a benefit to tax expense on the Consolidated StatementStatements of Income. Audits by multiple tax authorities are currently ongoing. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. For this reason, we regularly engage in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. Although we believe our reserves are reasonable, no assurance can be given that the final outcome of these matters will not be different from that which is reflected in our historical income tax provisions and accruals. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the effect of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest.

 

Our provision for income taxes is subject to volatility and could be adversely impacted by numerous factors such as changes in tax laws, regulations, or accounting principles, includingincluding 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

 

New Accounting Pronouncements

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

 

Management Changes

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

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

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

Market Trends

 

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

Approximately 82.5%84.1% of our ASV is derived from our investment management clients. The prosperity of these clients is tied to equity assets under management. An equity market decline not only depresses assets under management but could cause a significant increase in redemption requests to move money out of equities and into other asset classes.requests. Moreover, extended declines in the equity markets may reduce new fund or client creation, resulting in lower demand for services from investment managers.

management clients. Our investment banking clients that perform M&A advisory work, provide capital markets services and equity research, account for approximately 17.5%15.9% of our ASV. A significant portion of these revenues relate to services deployed by large, bulge bracketthe largest 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 acquisitionsM&A funded by debt. Additional uncertainty, consolidation and business failures in the global investment banking sector could adversely affect our financial results and future growth.

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

Forward-Looking Factors

 

Due to the global nature of our operations, we conduct business outside the U.S. in several currencies including the British Pound Sterling, Euro, Indian Rupee, Japanese Yen and Philippine Peso. To the extent that our international activities increase in the future, our exposure to fluctuations in currency exchange rates will correspondingly increase. To manage this exposure, 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. Credit risk is managed through the continuous monitoring of exposure to the counterparties associated with these instruments. Our primary objective in holding derivatives is to reduce the volatility of earnings associated with changes in foreign currency.

On June 23, 2016, the United Kingdom (“UK”) held a referendum in which British citizens approved an exit from the European Union (“EU”), commonly referred to as “Brexit.” As a result of the referendum, the global markets and currencies had been adversely impacted, including a sharp decline in the value of the British Pound Sterling as compared to the U.S. dollar at that time. Volatility in exchange rates is expected to continue in the short term as the UK negotiates its exit from the EU. The UK inflation rate has also experienced significant price level increase compared to the past four years. As the negotiation process continues and the timeframe from the initial vote increases, the UK economic performance has been stronger than originally expected. Increased European confidence and UK consumer spending has contributed to the recovery of the economic outlook. In the longer term, as negotiations continue, any impact from Brexit on us will depend, in part, on the outcome of tariff, trade, regulatory and other negotiations. Although it is unknown what the result of those negotiations will be, it is possible that new terms may adversely affect our operations and financial results. While we evaluate our own risks and uncertainty related to Brexit, we will continue to partner with our clients to help them navigate the fluctuating international markets. Our products, including our datasets such as GeoRev, allow our clients to understand geographic exposure and assess the risks of operating on a global scale so they may make informed business decisions.


Forward-Looking Factors

Forward-Looking Statements

 

In addition to current and historical information, this AnnualAnnual 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 ActAct 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.

 

Business Outlook

 

The following forward-looking statements reflect our expectations as of October 16, 2015.September 26, 2017. 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 20162018 Expectations (includes the impact from the acquisition of Portware, which was completed on October 16, 2015)

 

 

-

RevenuesGAAP Revenues are expected to be in the range between $270of $327 million and $274$333 million.

 

 

-

OperatingGAAP operating margin is expected to be in the range between 32.0%of 28% and 33.0%29%. Adjusted operating margin is expected to be in the range of 31% and 32%.

 

 

-

The annual effective tax rate is expected toto be in the range between 31.0%of 25% and 32.0% and assumes the U.S. Federal R&D tax credit will not be reenacted by the end of the first quarter of fiscal 2016.26%.

 

 

-

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

-

The lapseis expected to be in the U.S. Federal R&D tax credit on December 31, 2014, reduced each endrange of $1.75 and $1.81. Adjusted diluted EPS is expected to be in the range of $1.93 and $1.99. The midpoint of the dilutedadjusted EPS range by $0.02 compared torepresents 12% growth over the recently completed fourth quarter. If the U.S. Federal R&D tax credit is re-enacted by November 30, 2015, diluted EPS would range between $1.49 and $1.51. We would also recognize an income tax benefit of $0.14 per share if the R&D tax credit could be retroactively applied to previous periods.prior year.

 

Dividend Payment

 

On August 10, 2015,2017, we declared a regular quarterly dividend of $0.44$0.56 per share. The cash dividend of $18.2$21.9 million was paid on September 15, 2015,19, 2017, to common stockholders of record on August 31, 20152017 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, Indian Rupee, Japanese Yen Indian Rupee and Philippine Peso. The financial statements of these foreign subsidiaries are translated into U.S. dollars using period-endperiod-end rates of exchange for assets and liabilities and average rates for the period for revenues and expenses. OurOver the next 12 months, our non-U.S. dollar denominated revenues expected to be recognized over the next twelve months are estimated to be $30.7approximately $90 million while our non-U.S. dollar denominated expenses are estimated to be $205.4approximately $300 million, which translates into a net foreign currency exposure of $174.7 million.approximately $210 million per year. 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, 2015, we2017, FactSet 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,its Indian Rupee exposure through the third quarter of fiscal 2019. The gross notional value of foreign exchangecurrency forward contracts to purchase Indian Rupees with U.S. dollars was Rs.4.0Rs. 3.8 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 exchangecurrency forward contracts at as of August 31, 2015.2017. A loss on derivatives of $0.6$2.9 million was recorded into operating income in fiscal 2015,2017, compared to a loss of $0.3$0.5 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.guidance. The changes in fair value for these foreign currency forward contracts are initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into operating expenses when the hedged exposure affects earnings. The related cash flow impacts of all of our derivative activities are reflected as cash flows from operating activities.

 

A sensitivity analysis was performed based on the estimated fair value of all foreign currency forward contracts outstanding at August 31, 2015.2017. If the U.S. dollar had been 10% weaker, the fair value of outstanding foreign currency forward contracts would have increased by $8.6$5.4 million, which would have had an immaterial impact on our consolidated balance sheet.Consolidated Balance Sheet. Such a change in fair value of our financial instruments would be substantially offset by changes in our expense base. Had we not had any hedges in place as of August 31, 2015,2017, a hypothetical 10% weaker U.S. dollar against all foreign currencies from the quoted foreign currency exchange rates at August 31, 2015,2017, would result in a decrease in operating income by $15.2$20.3 million over the next twelve12 months. A hypothetical 10% weaker U.S. dollar against all foreign currencies at August 31, 20152017 would increase the fair value of total assets by $28.4$69.5 million and equity by $25.6$61.9 million.

On June 23, 2016, the UK held a referendum in which British citizens approved an exit from the EU, commonly referred to as “Brexit.” As a result of the referendum, the global markets and currencies have been adversely impacted, including a sharp decline in the value of the British Pound Sterling as compared to the U.S. dollar. Volatility in exchange rates is expected to continue in the short term as the UK negotiates its exit from the EU. In the longer term, any impact from Brexit on us will depend, in part, on the outcome of tariff, trade, regulatory and other negotiations. Although it is unknown what the result of those negotiations will be, it is possible that new terms may adversely affect our operations and financial results.

 


 

Interest Rate Risk

Cash and Cash Equivalents 

 

The fair market value of our cash and investments at August 31, 20152017, was $182.4$227.2 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) onInvestments within our consolidated balance sheet.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.

 

Debt

As of August 31, 2015,2017, the fair value of our long-term debt was $35.0$575.0 million, which approximated its carrying amount given its floating interest rate basis and was determined based on quoted market prices for debt with a similar maturity. The debt bears interest on the outstanding principal amount at a rate equal to 0.50% plus the Eurodollar rate, which is defined in the agreement as the rate per annum equal to one-month LIBOR. During fiscal 2015 we paid approximately $0.1 million in interest on our outstanding Loan amount. It is anticipated that the fair market value of our debt will continue to be immaterially affected by fluctuations in interest rates and we do not believe that the value of our debt has been significantly impacted by current market events. The debt bears interest on the outstanding principal amount at a rate equal to the daily LIBOR rate plus 1.00%. During fiscal 2017 we paid $8.4 million in interest on our outstanding Loan amount compared to $3.1 million in the prior year. Assuming all terms of our outstanding long-term debt remained the same, a hypothetical 25 basis point change (up or down) in the one-month LIBOR rate would result in a $1.4 million change in our annual interest expense.

 


 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Index to Consolidated Financial Statements

 

Consolidated Financial Statements:

 

Page

Consolidated Financial Statements:

  

Management’sManagement’s Statement of Responsibility for Financial Statements

  

4545

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

  

4545

ReportsReports of Independent Registered Public Accounting Firms

  

46-4846-47

Consolidated Statements of Income for the years ended August 31, 2015, 20142017, 2016 and 20132015

  

4948

Consolidated Statements of Comprehensive Income for the years ended August 31, 2015, 20142017, 2016 and 20132015

  

5049

Consolidated Balance Sheets at August 31, 20152017 and 20142016

  

5150

Consolidated Statements of Cash Flows for the years ended August 31, 2015, 20142017, 2016 and 20132015

 

5251

Consolidated Statements of Changes in Stockholders’Stockholders Equity for the years ended August 31, 2015, 20142017, 2016 and 20132015

  

5352

Notes to the Consolidated Financial Statements

  

5453

   

Financial Statement Schedule:

  

Schedule II – Valuation and Qualifying Accounts

8787

 


 

Management’sManagement's Statement of Responsibility for Financial Statements

 

FactSet’sFactSet’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’sFactSet’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 accountingaccounting 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, 20152017, and issued a report (see below).

 

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

 

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

 

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

 

Because of its inherent limitations, internal control over financialfinancial 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’sFactSet’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.Commission except for the internal controls of BI-SAM Technologies, FactSet Digital Solutions and Vermilion Holdings Limited which (in aggregate) constituted 4.8% of net assets (excluding goodwill and intangible assets) as of August 31, 2017 and 4.5% of revenues for the year then ended. Based on this evaluation, management concluded that FactSet’s internal control over financial reporting was effective as of August 31, 2015.2017. 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 47.46.

  

/s/F. F.PHILIP PSNOWHILIPSNOW 

/s/MAURIZIONICOLELLIMAURIZIO NICOLELLI

  

F. Philip Snow

Maurizio Nicolelli

Chief Executive Officer

Senior Vice President, Chief Financial Officer

October 30, 20152017

October 30, 20152017

 


 

Report of Independent Registered Public Accounting Firm

 

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

 

We have audited the accompanying consolidated balance sheets of FactSet ResearchResearch Systems Inc. as of August 31, 20152017 and 2014,2016, and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the twothree years in the period ended August 31, 2015.2017. Our audits also included the financial statement schedule listed in the Index at Item 8. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

 

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

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidatedconsolidated financial position of FactSet Research Systems Inc. at August 31, 20152017 and 2014,2016, and the consolidated results of its operations and its cash flows for each of the twothree years in the period ended August 31, 2015,2017, 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 alsoalso 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, 2015,2017, 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, 20152017 expressed an unqualified opinion thereon.

 

/s/ ERNSTERNST & YOUNG YOUNG LLP

 

Stamford, Connecticut

OctoberOctober 30, 20152017

 


 

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, 2015,2017, 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 audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

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

 

Because of its inherent limitations, internal control over financial reporting may not preventprevent 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.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of BI-SAM Technologies, FactSet Digital Solutions and Vermilion Holdings Limited, which in aggregate, constituted 4.8% of net assets (excluding goodwill and intangible assets) as of August 31, 2017 and 4.5% of revenues for the year then ended. Our audit of internal control over financial reporting of FactSet Research Systems Inc. also did not include an evaluation of the internal control over financial reporting of BI-SAM Technologies, FactSet Digital Solutions and Vermilion Holdings Limited.

In our opinion, FactSet Research Systems Inc. maintained, in all material respects, effective internal control over financial reporting as of August 31, 2015,2017, based on the COSO criteria.

 

We have 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, 20152017 and 2014,2016, and the related consolidated statements of income, comprehensive income, stockholders’stockholders' equity and cash flows for each of the twothree years in the period ended August 31, 20152017 of FactSet Research Systems Inc. and our report dated October 30, 20152017, expressed an unqualified opinion thereon.

 

/s/ ERNSTERNST & YOUNG YOUNG LLP

 

Stamford, Connecticut

October 30, 20152017

 


 

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,

 

2015

  

2014

  

2013

 

Revenues

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

Operating expenses

            

Cost of services

  405,339   353,686   306,379 

Selling, general and administrative

  269,511   264,430   282,314 
             

Total operating expenses

  674,850   618,116   588,693 
             

Operating income

  331,918   302,219   269,419 

Other income

  1,836   1,245   1,491 
             

Income before income taxes

  333,754   303,464   270,910 

Provision for income taxes

  92,703   91,921   72,273 
             

Net income

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

Basic earnings per common share

 $5.80  $4.98  $4.53 

Diluted earnings per common share

 $5.71  $4.92  $4.45 
             

Weighted average common shares (Basic)

  41,572   42,436   43,890 

Weighted average common shares (Diluted)

  42,235   42,970   44,624 
             

 

 

Years ended August 31,

 
(In thousands, except per share data) 

2017

  

2016

  

2015

 

Revenues

 $1,221,179  $1,127,092  $1,006,768 

Operating expenses

            

Cost of services

  566,580   487,409   405,339 

Selling, general and administrative

  302,464   290,007   269,511 

Total operating expenses

  869,044   777,416   674,850 
             

Operating income

  352,135   349,676   331,918 
             

Other (expense) income

            

(Loss) gain on sale of business

  (1,223)  112,453    

Interest (expense), net of interest income

  (6,600)  (1,136)  1,836 

Total other (expense) income

  (7,823)  111,317   1,836 
             

Income before income taxes

  344,312   460,993   333,754 

Provision for income taxes

  86,053   122,178   92,703 

Net income

 $258,259  $338,815  $241,051 
             

Basic earnings per common share

 $6.55  $8.29  $5.80 

Diluted earnings per common share

 $6.51  $8.19  $5.71 
             

Basic weighted average common shares

  39,444   40,880   41,572 

Diluted weighted average common shares

  39,642   41,365   42,235 

 

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

 


 

FactSet Research Systems Inc.

Consolidated Statements of Comprehensive Income

(In thousands)

 

Years Ended August 31,

 

2015

  

2014

  

2013

 

Net income

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

Other comprehensive (loss) income, net of tax

            

Net unrealized (loss) gain on cash flow hedges*

  (868)  5,357   (3,296)

Foreign currency translation adjustments

  (25,263)  7,895   (5,151)

Other comprehensive (loss) income

  (26,131)  13,252   (8,447)
             

Comprehensive income

 $214,920  $224,795  $190,190 
  

Years ended August 31,

 

(In thousands)

 

2017

  

2016

  

2015

 

Net income

 $258,259  $338,815  $241,051 
             

Other comprehensive income (loss), net of tax

            

Net unrealized gain (loss) on cash flow hedges*

  5,017   (857)  (868)

Foreign currency translation adjustments

  28,816   (23,644)  (25,263)

Other comprehensive income (loss)

  33,833   (24,501)  (26,131)

Comprehensive income

 $292,092  $314,314  $214,920 

 

* The unrealized gain (loss) gain on cash flow hedges disclosed above was net of tax (expense) benefit (expense) of $512, ($3,193)3,049), $498 and $1,965$512 for the fiscal years ended August 31, 2017, 2016 and 2015, 2014 and 2013, respectively.

 

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


FactSet Research Systems Inc.

Consolidated Balance Sheets

  

August 31,

 

(In thousands, except share data)

 

2017

  

2016

 

ASSETS

        

Cash and cash equivalents

 $194,731  $228,407 

Investments

  32,444   24,217 

Accounts receivable, net of reserves of $2,738 and $1,521 at August 31, 2017 and 2016, respectively

  148,331   97,797 

Prepaid taxes

  7,076    

Deferred taxes

  2,668   3,158 

Prepaid expenses and other current assets

  24,127   15,697 

Total current assets

  409,376   369,276 
         

Property, equipment and leasehold improvements, net

  100,454   84,622 

Goodwill

  707,560   452,915 

Intangible assets, net

  173,543   93,161 

Deferred taxes

  7,412   13,406 

Other assets

  14,970   5,781 

TOTAL ASSETS

 $1,413,315  $1,019,161 
         

LIABILITIES

        

Accounts payable and accrued expenses

 $59,214  $45,836 

Accrued compensation

  61,083   51,036 

Deferred fees

  47,495   33,247 

Deferred taxes

  2,382   291 

Taxes payable

  9,112   7,781 

Dividends payable

  21,853   20,019 

Total current liabilities

  201,139   158,210 

Long-term debt

  575,000   300,000 

Deferred taxes

  24,892   1,708 

Deferred fees

  3,921    

Taxes payable

  11,484   8,782 

Deferred rent and other non-current liabilities

  37,188   33,080 

TOTAL LIABILITIES

 $853,624  $501,780 

Commitments and contingencies (See Note 19)

        
         

STOCKHOLDERS’ EQUITY

        

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

 $  $ 

Common stock, $.01 par value, 150,000,000 shares authorized, 51,845,132 and 51,150,978 shares issued; 39,023,032 and 40,038,225 shares outstanding at August 31, 2017 and 2016, respectively

  518   512 

Additional paid-in capital

  741,748   623,195 

Treasury stock, at cost: 12,822,100 and 11,112,753 shares at August 31, 2017 and 2016, respectively

  (1,606,678)  (1,321,700)

Retained earnings

  1,458,823   1,283,927 

Accumulated other comprehensive loss

  (34,720)  (68,553)

TOTAL STOCKHOLDERS’ EQUITY

 $559,691  $517,381 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 $1,413,315  $1,019,161 

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


FactSet Research Systems Inc.

Consolidated Statements of Cash Flows

  

Years ended August 31,

 

(in thousands)

 

2017

  

2016

  

2015

 

CASH FLOWS FROM OPERATING ACTIVITIES

            

Net income

 $258,259  $338,815  $241,051 

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

            

Depreciation and amortization

  48,294   38,052   31,349 

Stock-based compensation expense

  34,183   29,793   26,371 

Loss (gain) on sale of business

  1,223   (112,453)   

Deferred income taxes

  4,879   4,528   (969)

Loss (gain) on sale of assets

  59   8   (34)

Tax benefits from share-based payment arrangements

  (10,331)  (18,205)  (28,948)

Changes in assets and liabilities, net of effects of acquisitions

            

Accounts receivable, net of reserves

  (29,503)  (3,541)  (4,300)

Accounts payable and accrued expenses

  (2,226)  5,525   8,123 

Accrued compensation

  6,427   3,961   3,516 

Deferred fees

  (229)  700   53 

Taxes payable, net of prepaid taxes

  7,877   30,270   30,437 

Prepaid expenses and other assets

  (850)  7   (4,523)

Deferred rent and other non-current liabilities

  2,331   13,674   4,322 

Other working capital accounts, net

  132   6   (6)

Net cash provided by operating activities

  320,527   331,140   306,442 
             

CASH FLOWS FROM INVESTING ACTIVITIES:

            

Acquisition of businesses, net of cash acquired

  (303,086)  (262,909)  (34,758)

Proceeds from sale of business, net

     153,137    

Purchases of investments

  (30,757)  (18,137)  (24,264)

Proceeds from sales of investments

  23,399   17,241   19,827 

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

  (36,862)  (47,740)  (25,682)

Net cash used in investing activities

  (347,306)  (158,408)  (64,877)
             

CASH FLOWS FROM FINANCING ACTIVITIES

            

Dividend payments

  (80,898)  (74,218)  (66,551)

Repurchase of common stock

  (260,978)  (356,828)  (256,217)

Proceeds from debt

  640,000   265,000   35,000 

Repayment of debt

  (365,000)      

Sale of business

  (1,223)      

Debt issuance costs

  (438)  (12)  (32)

Proceeds from employee stock plans

  50,045   56,851   71,526 

Tax benefits from share-based payment arrangements

  10,331   18,205   28,948 

Net cash used in financing activities

  (8,161)  (91,002)  (187,326)
             

Effect of exchange rate changes on cash and cash equivalents

  1,264   (12,237)  (11,703)

Net (decrease) increase in cash and cash equivalents

  (33,676)  69,493   42,536 

Cash and cash equivalents at beginning of period

  228,407   158,914   116,378 

Cash and cash equivalents at end of period

 $194,731  $228,407  $158,914 
             

Supplemental Disclosure of Cash Flow Information

            

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

 $74,788  $87,513  $64,750 
             

Supplemental Disclosure of Non-Cash Transactions

            

Dividends declared, not paid

 $21,853  $20,019  $18,179 

Stock issued for acquisition of business

 $  $  $2,991 

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

 


 

FactSet Research Systems Inc.

Consolidated Balance Sheets

(In thousands, except share data)Statements of Changes in Stockholders’ Equity

 

At August 31,

 

2015

  

2014

 

CURRENT ASSETS

        

Cash and cash equivalents

 $158,914  $116,378 

Investments

  23,497   20,008 

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

  95,064   90,354 

Prepaid taxes

  4,808   6,532 

Deferred taxes

  2,105   1,841 

Prepaid expenses and other current assets

  19,786   14,662 

Total current assets

  304,174   249,775 
         

LONG-TERM ASSETS

        

Property, equipment and leasehold improvements, at cost

  213,279   201,713 

Less accumulated depreciation and amortization

  (154,015)  (144,072)

Property, equipment and leasehold improvements, net

  59,264   57,641 

Goodwill

  308,287   285,608 

Intangible assets, net

  40,052   41,855 

Deferred taxes

  20,599   22,377 

Other assets

  4,295   5,956 

TOTAL ASSETS

 $736,671  $663,212 
         

CURRENT LIABILITIES

        

Accounts payable and accrued expenses

 $33,880  $26,971 

Accrued compensation

  44,916   42,481 

Deferred fees

  38,488   36,504 

Deferred taxes

  562    

Taxes payable

  3,755   5,036 

Dividends payable

  18,179   16,299 

Total current liabilities

  139,780   127,291 
         

NON-CURRENT LIABILITIES

        

Long-term debt

  35,000    

Deferred taxes

  1,697   2,921 

Taxes payable

  6,776   5,501 

Deferred rent and other non-current liabilities

  21,834   16,417 

TOTAL LIABILITIES

 $205,087  $152,130 
         

Commitments and contingencies (See Note 18)

        

STOCKHOLDERS’ EQUITY

        

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

 $  $ 

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

  503   491 

Additional paid-in capital

  542,355   413,754 

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

  (988,873)  (734,746)

Retained earnings

  1,021,651   849,504 

Accumulated other comprehensive loss

  (44,052)  (17,921)

TOTAL STOCKHOLDERS’ EQUITY

  531,584   511,082 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 $736,671  $663,212 
  

Years ended August 31,

 

(In thousands)

 

2017

  

2016

  

2015

 

COMMON STOCK

            

Balance, beginning of year

 $512  $503  $491 

Common stock issued for employee stock plans

  6   9   12 

Balance, end of year

 $518  $512  $503 
             

ADDITIONAL PAID-IN CAPITAL

            

Balance, beginning of year

 $623,195  $542,355  $413,754 

Common stock issued for employee stock plans

  50,039   57,784   72,381 

Stock-based compensation expense

  34,183   29,793   26,371 

Tax benefits from share-based payment arrangements

  10,331   18,205   28,948 

Accelerated share repurchase

  24,000   (24,000)   

Stock-based compensation adjustment associated with disposition

     (942)   

Stock issued for acquisition of business

        901 

Balance, end of year

 $741,748  $623,195  $542,355 
             

TREASURY STOCK

            

Balance, beginning of year

 $(1,321,700) $(988,873) $(734,746)

Repurchases of common stock

  (253,131)  (328,283)  (253,076)

Stock issued for acquisition of business

        2,090 

Accelerated share repurchase

  (24,000)      

Purchases of common stock upon restricted stock vesting

  (7,847)  (4,544)  (3,141)

Balance, end of year

 $(1,606,678) $(1,321,700) $(988,873)
             

RETAINED EARNINGS

            

Balance, beginning of year

 $1,283,927  $1,021,651  $849,504 

Net income

  258,259   338,815   241,051 

Dividends

  (83,363)  (76,539)  (68,904)

Balance, end of year

 $1,458,823  $1,283,927  $1,021,651 
             

ACCUMULATED OTHER COMPREHENSIVE LOSS

            

Balance, beginning of year

 $(68,553) $(44,052) $(17,921)

Foreign currency translation adjustments

  28,816   (23,644)  (25,263)

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

  5,017   (857)  (868)

Balance, end of year

 $(34,720) $(68,553) $(44,052)
             

TOTAL STOCKHOLDERS’ EQUITY

            

Balance, beginning of year

 $517,381  $531,584  $511,082 

Net income

  258,259   338,815   241,051 

Common stock issued for employee stock plans

  50,045   57,793   72,393 

Purchases of common stock upon restricted stock vesting

  (7,847)  (4,544)  (3,141)

Stock-based compensation expense

  34,183   29,793   26,371 

Tax benefits from share-based payment arrangements

  10,331   18,205   28,948 

Repurchases of common stock

  (253,131)  (352,283)  (253,076)

Foreign currency translation adjustments

  28,816   (23,644)  (25,263)

Stock-based compensation adjustment associated with disposition

     (942)   

Stock issued for acquisition of business

        2,991 

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

  5,017   (857)  (868)

Dividends

  (83,363)  (76,539)  (68,904)

Balance, end of year

 $559,691  $517,381  $531,584 

 

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

 


Consolidated Statements of Cash Flows

(In thousands)

Years Ended August 31,

 

2015

  

2014

  

2013

 

CASH FLOWS FROM OPERATING ACTIVITIES

            

Net income

 $241,051  $211,543  $198,637 

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

            

Depreciation and amortization

  31,349   34,435   35,779 

Stock-based compensation expense

  26,371   22,891   39,951 

Deferred income taxes

  (969

)

  (1,028

)

  3,175 

Gain on sale of assets

  (34

)

  (62

)

  (26

)

Tax benefits from share-based payment arrangements

  (28,948

)

  (11,955

)

  (25,225

)

Changes in assets and liabilities, net of effects of acquisitions

            

Accounts receivable, net of reserves

  (4,300

)

  (13,299

)

  859 

Accounts payable and accrued expenses

  8,123   (2,903

)

  3,355 

Accrued compensation

  3,516   1,953   (776

)

Deferred fees

  53   3,594   (1,107

)

Taxes payable, net of prepaid taxes

  30,437   23,309   13,498 

Prepaid expenses and other assets

  (4,523

)

  (1,535

)

  2,105 

Deferred rent and other non-current liabilities

  4,322   (1,672

)

  (2,846

)

Other working capital accounts, net

  (6

)

  (248

)

  2,430 
             

Net cash provided by operating activities

  306,442   265,023   269,809 
             

CASH FLOWS FROM INVESTING ACTIVITIES

            

Acquisition of businesses, net of cash acquired

  (34,758

)

  (46,873

)

  (705

)

Purchases of investments

  (24,264

)

  (20,415

)

  (15,613

)

Proceeds from sales of investments

  19,827   14,323   14,423 

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

  (25,682

)

  (17,743

)

  (18,517

)

             

Net cash used in investing activities

  (64,877

)

  (70,708

)

  (20,412

)

             

CASH FLOWS FROM FINANCING ACTIVITIES

            

Dividend payments

  (66,551

)

  (61,007

)

  (56,002

)

Repurchase of common stock

  (256,217

)

  (279,829

)

  (332,168

)

Proceeds from debt

  35,000       

Debt issuance costs

  (32

)

      

Proceeds from employee stock plans

  71,526   52,152   124,537 

Tax benefits from share-based payment arrangements

  28,948   11,955   25,225 
             

Net cash used in financing activities

  (187,326

)

  (276,729

)

  (238,408

)

             

Effect of exchange rate changes on cash and cash equivalents

  (11,703

)

  2,165   (3,406

)

Net increase (decrease) in cash and cash equivalents

  42,536   (80,249

)

  7,583 

Cash and cash equivalents at beginning of year

  116,378   196,627   189,044 
             

Cash and cash equivalents at end of year

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

Supplemental Disclosure of Cash Flow Information

            

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

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

Supplemental Disclosure of Non-Cash Transactions

            

Dividends declared, not paid

 $18,179  $16,299  $15,164 

Stock issued for acquisition of business

 $2,991  $  $ 
             

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


Consolidated Statements of Changes in Stockholders’ Equity

(In thousands)

Years Ended August 31,

 

2015

  

2014

  

2013

 

COMMON STOCK

            

Balance, beginning of year

 $491  $481  $456 

Common stock issued for employee stock plans

  12   10   25 

Balance, end of year

 $503  $491  $481 
             

ADDITIONAL PAID-IN CAPITAL

            

Balance, beginning of year

 $413,754  $326,869  $137,569 

Common stock issued for employee stock plans

  72,381   52,039   124,124 

Stock-based compensation expense

  26,371   22,891   39,951 

Tax benefits from share-based payment arrangements

  28,948   11,955   25,225 

Stock issued for acquisition of business

  901       

Balance, end of year

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

TREASURY STOCK

            

Balance, beginning of year

 $(734,746

)

 $(454,917

)

 $(122,749

)

Repurchases of common stock

  (253,076

)

  (275,415

)

  (327,454

)

Stock issued for acquisition of business

  2,090       

Purchases of common stock upon restricted stock vesting

  (3,141

)

  (4,414

)

  (4,714

)

Balance, end of year

 $(988,873

)

 $(734,746

)

 $(454,917

)

             

RETAINED EARNINGS

            

Balance, beginning of year

 $849,504  $700,519  $559,714 

Net income

  241,051   211,543   198,637 

Dividends

  (68,904

)

  (62,558

)

  (57,832

)

Retirement of treasury stock

         
             

Balance, end of year

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

ACCUMULATED OTHER COMPREHENSIVELOSS

            

Balance, beginning of year

 $(17,921

)

 $(31,173

)

 $(22,726

)

Foreign currency translation adjustments

  (25,263

)

  7,895   (5,151

)

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

  (868

)

  5,357   (3,296

)

Balance, end of year

 $(44,052

)

 $(17,921

)

 $(31,173

)

             

TOTAL STOCKHOLDERS’ EQUITY

            

Balance, beginning of year

 $511,082  $541,779  $552,264 

Net income

  241,051   211,543   198,637 

Common stock issued for employee stock plans

  72,393   52,049   124,149 

Purchases of common stock upon restricted stock vesting

  (3,141

)

  (4,414

)

  (4,714

)

Stock-based compensation expense

  26,371   22,891   39,951 

Tax benefits from share-based payment arrangements

  28,948   11,955   25,225 

Repurchases of common stock

  (253,076

)

  (275,415

)

  (327,454

)

Foreign currency translation adjustments

  (25,263

)

  7,895   (5,151

)

Stock issued for acquisition of business

  2,991       

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

  (868

)

  5,357   (3,296

)

Dividends

  (68,904

)

  (62,558

)

  (57,832

)

Balance, end of year

 $531,584  $511,082  $541,779 

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


 

Notes to the Consolidated Financial Statements

 

1. ORGANIZATION AND NATURE OF BUSINESS

 

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

 

2.BASIS OF PRESENTATION

 

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

 

The Company’sCompany’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 allocation of purchase price to acquired assets and liabilities, stock-based compensation, income taxes, accrued compensation, valuation of goodwill, and useful lives and valuation of fixed and intangible assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates.

 

The Company has evaluated s3.ubsequent events through the date that the financial statements were issued.

3. SUMMARY OF SIGNIFICANTACCOUNTING POLICIES

 

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

 

Revenue Recognition

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

 

Accounts Receivable and Deferred Fees

Amounts that have been earned but not yet paid are reflected on the Consolidated Balance Sheets as accountsAccounts receivable, net of reserves. Amounts invoiced in advance orof client payments that are in excess of earned subscription revenues are reflected on the Consolidated Balance SheetsSheet as deferredDeferred fees. As of August 31, 2015,2017, the amount of accounts receivable that was unbilled totaled $4.0$5.3 million, which was billed in fiscal 2016.2018.

 

The Company calculatescalculates 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$2.7 million and $1.7$1.5 million was recorded as of August 31, 20152017 and 2014,2016, respectively, inwithin the Consolidated Balance Sheets as a reduction to 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, and client-related communication costs.

 

Selling, General and Administrative

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

 

Research and Product Development Costs

FactSet does not have a separate research and product development department, but rather the Product Development and Engineering departments work closely with the Sales function to identify areas of improvement with the goal of providing increased value to clients. As such, research and product development costs relate to the salary and benefits for the Company’s product development, software engineering and technical support staff and, as such, these costs are expensed when incurred within cost of services as employee compensation. The Company expects to allocate a similar percentage of its workforce in future years in order to continue to develop new products and enhancements, respond quickly to market changes and meet the needs of its clients efficiently. FactSet incurred $215.0 million of research and product development costs during fiscal 2017, which was comparable to its spend on similar development during fiscal years 2016 and 2015 respectively.

Earnings per Share

Basic earnings per share (“EPS”) is computed by dividing net income by the number of weighted average common shares outstanding during the period. Diluted earnings per shareEPS is computed by dividing net income by the number of weighted average common shares outstanding during the period increased by the dilutive effect of potential common shares outstanding during the period. The number of potential common shares outstanding has been determined in accordance with the treasury stock method to the extent they are dilutive. Common share equivalents 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, 20152017 or 2014.2016.

 

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 investmentsInvestments (short-term) on the Consolidated Balance Sheets. These certificates of deposit are held for investment and are not debt securities. Investments also include mutual funds, which FactSet may withdraw from at any time, as such, they are presented as Investments (short-term) on the Consolidated Balance Sheets. The Company’s investments are associated with its purchase of certificates of deposits in India with maturities of less than twelve months from the date of purchase. Interest income earned from the certificates of depositthese investments during fiscal 2017, 2016 and 2015 2014 and 2013 were $2.0$1.6 million, $1.2$1.6 million and $1.3$2.0 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 20152017 and 2014.2016.

 

Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements are stated at cost, less accumulated depreciation andand 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 bebe recoverable. Should projected undiscounted future cash flows be less than the carrying amount of the asset or asset group, an impairment charge reducing the carrying amount to fair value is required. Fair value is determined based on the most appropriate valuation technique, including discounted cash flows.

 

Goodwill

Goodwill has resulted from the acquisitions of the Insyte, LionShares, Mergerstat, CallStreet, JCF, TrueCourse, Derivative Solutions, AlphaMetrics, Global Filings, DealMaven, Thomson Fundamentals, Market Metrics, StreetAccount, Revere, Matrix, ETF.com and Code Red businesses. Goodwill resulting from the acquisitions of LionShares, Mergerstat, TrueCourse, Derivative Solutions, Market Metrics, StreetAccount, Revere and Matrix are income tax-deductible based on the structure of the acquisition. The Company is required to test goodwill for impairment annually, or more frequently if impairment indicators occur. Goodwill is tested for impairment based on the present value of discounteddiscounted cash flows, and, if impaired, written down to fair value based on discounted cash flows. FactSet has three reporting units, which are consistent with the operating segments reported as there is no discrete financial information available for the subsidiaries within each operating segment. The reporting units evaluated for potential impairment were the U.S., Europe and Asia Pacific, which reflect the level of internal reporting the Company uses to manage its business and operations. The Company performed its annual goodwill impairment test during the fourth quarter of fiscal 2015,2017, consistent with the timing of previous years, at which time it was determinedand concluded that there werewas no indications of impairment, with the fair value of each of the Company’s reporting units significantly exceeding carrying value.

 

Intangible Assets

FactSet’sFactSet’s identifiable intangible assets consist of acquired content databases, client relationships, software technology, non-compete agreements and trade names resulting from acquisitions, which have been fully integrated into the Company’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 indicators of impairment of intangible assets has been identified during any of the fiscal years presented.

 

Accrued Liabilities

Accrued liabilities include estimates relating to employee compensation, operating expenses and tax liabilities. Approximately 15% of the Company’sCompany’s employee incentive compensation programs are discretionary. At the end of each fiscal year, FactSet conducts a final review of both Company and individual performance within each department to determine the amount of discretionary employee compensation. The Company also reviews compensation throughout the year to determine how overall performance tracks against management’s expectations. Management takes these and other factors, including historical performance, into account in reviewing accrued compensation estimates quarterly and adjusting accrual rates as appropriate. The amount of the variable employee compensation recorded within accrued compensation as of August 31, 20152017 and 2014,2016, was $38.6$39.2 million and $37.3$38.2 million, respectively.


Derivative Instruments

 

Derivative Instruments

FactSet conducts business outside the U.S. in several currencies includingincluding the Indian Rupee, Philippine Peso, British Pound Sterling, Euro and Japanese Yen. 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 considers several factors, including offsetting exposures, significance of exposures, forecasting risk and potential effectiveness of the hedge. These transactions are designated and accounted for as cash flow hedges in accordance with applicable accounting guidance.guidance. The changes in fair value for these foreign currency forward contracts are initially reported as a component of accumulated other comprehensive loss (“AOCL”) and subsequently reclassified into operating expenses when the hedged exposure affects earnings. The gains and losses on foreign currency forward contracts mitigate the variability in operating expenses associated with currency movements. All derivatives are assessed for effectiveness at each reporting period.

 


Foreign Currency Translation

Certain wholly owned subsidiaries within the EuropeanEuropean 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 Philippine Peso. The financial statements of these foreign subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, and average rates for the period for revenues and expenses. Translation gains and losses that arise from translating assets, liabilities, revenues and expenses of foreign operations are recorded in AOCL as a component of stockholders’ equity. The accumulated foreign currency translation loss totaled $43.7$38.5 million and $18.4$67.3 million at August 31, 20152017 and 2014,2016, respectively.

 

Income and Deferred Taxes

 

Income tax expense is based on taxable income determined in accordance with currentlycurrently 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 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, 2015,2017, the Company had gross unrecognized tax benefits totaling $6.8$11.5 million, including $1.3$1.5 million of accrued interest, recorded as non-current taxes payable inTaxes Payable (non-current) on the Consolidated Balance Sheet.Sheet.

 

Stock-Based Compensation

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

 

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

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

 


Treasury Stock

The Company accounts for repurchased common stock under the cost method and includes such treasury stock as a component of its stockholders’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 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 containcontain rent escalations based on specified percentages. Most of the leases contain renewal options and require payments for taxes, insurance and maintenance. Rent expense is charged to operations as incurred except for escalating rents, which are charged to operations on a straight-line basis over the life of the lease.Leaselease. Lease incentives, relating to allowances provided by landlords, are amortized over the term of the lease as a reduction of rent expense. Costs associated with acquiring a subtenant, including broker commissions and tenant allowances, are amortized over the sublease term as a reduction of sublease income.

 


Business Combinations

The Company records acquisitions using the purchase method of accounting. All of the assets acquired, liabilities assumed,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 financialfinancial institutions with reputable credit and therefore bear minimal credit risk. The Company seeks to mitigate its credit risks by spreading such risks across multiple counterparties and monitoring the risk profiles of these counterparties.

 

New Accounting Standards or Updates Recently Adopted

 

Except forAs of the beginning of fiscal 2017, FactSet implemented all applicable new accounting standard updates disclosed below, the newstandards and updates issued by the Financial Accounting Standards Board (“FASB”) that were in effect. There were no new standards or updates adopted during the last three fiscal years did not 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 became effective for FactSet beginning in the first quarter of fiscal 2014 and the additional information has been disclosed in Note 6,Other Comprehensive (Loss) Income and Accumulated Other Comprehensive Loss.

Cumulative Translation Adjustments

In March 2013, the FASB issued an accounting standard update requiring an entity to release into net income the entire amount of a cumulative translation adjustment 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 havehad a material impact on itsthe consolidated financial statements.

 

Revenue Recognition

In May 2014 and July 2015, the FASB issued an accounting standard updateupdates which providesprovide clarified principles for recognizing revenue arising from contracts with clients and supersedessupersede 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. These accounting standard updates will be effective for FactSet beginning in the first quarter of fiscal 2019, with early adoption in fiscal 2018 permitted and allow for either full retrospective or modified retrospective adoption. The Company is currently evaluating the impact of these accounting standard updates on its consolidated financial statements including the method of adoption.

Balance Sheet Classification of Deferred Taxes

In applyingNovember 2015, the revenue modelFASB issued an accounting standard update to contracts within its scope,simplify the presentation of deferred taxes on the balance sheet. The accounting standard update will require an entity to present all deferred tax assets and deferred tax liabilities as non-current on the balance sheet. Under the current guidance, entities are required to separately present deferred taxes as current or non-current. Netting deferred tax assets and deferred tax liabilities by tax jurisdiction will identifystill be required under the contract with a client, identify the performance obligationsnew guidance. This guidance is effective for FactSet beginning in the contract, determinefirst quarter of fiscal 2018. The accounting standard update is a change in balance sheet presentation only and, as such, the transaction price, allocateCompany does not believe this new accounting standard update will have a material impact on its consolidated financial statements


Recognition and Measurement of Financial Assets and Financial Liabilities

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

Leases

In February 2016, the FASB issued an accounting standard update related to accounting for leases. The guidance introduces a lessee model that requires most leases to be reported on the balance sheet. The accounting standard update aligns many of the underlying principles of the new lessor model with those in the FASB’s new revenue recognition standard. The guidance also eliminates the requirement in current U.S. GAAP for an entity to use bright-line tests in determining lease classification. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2020, with early adoption in fiscal 2019 permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

Share-Based Payments

In March 2016, the FASB issued an accounting standard update which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and recognize revenue when (or as)statutory tax withholding requirements, as well as classification in the statement of cash flow. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2018. The Company believes that the adoption of this accounting standard will increase the volatility within our provision for income taxes, as all excess tax benefits or deficiencies related to share-based payments that were previously reported within equity will now be recognized in the statement of income. In addition, excess tax benefits were historically reflected as a financing activity in the statements of cash flows, and after adoption, will be included within operating activities. Share-based payment expense will continue to reflect estimated forfeitures of share-based payment awards. The Company is unable to quantify the impact on the adoption of this standard in fiscal 2018 due to the amount of variables that impact the calculation of the excess tax benefits, including the future stock price of FactSet and the volume of employee stock option exercises.

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

 


Cash Flow Simplification

 

Going Concern

In August 2014,2016, the FASB issued an accounting standard update that requires managementwhich simplifies how certain transactions are classified in the statement of cash flows. This includes revised guidance on the cash flow classification of debt prepayments and debt extinguishment costs, contingent consideration payments made after a business combination and distributions received from equity method investments. The guidance is intended to 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.reduce diversity in practice across all industries. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2017.2019. The Company does not believeis currently evaluating the impact of this new accounting standard update will have a material impact on its consolidated financial statements.

 

Income Statement Presentation – Extraordinary and Unusual ItemsTaxes on Intra-Entity Transfers of Assets

In January 2015,October 2016, the FASB issued an accountingaccounting standard update that eliminates from GAAPwhich removes the conceptprohibition against the immediate recognition of extraordinary items.the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The guidance is intended to reduce diversity in practice related to the tax consequences of certain types of intra-entity asset transfers, particularly those involving intellectual property. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2017.2019. The Company is currently evaluating the impact of this accounting standard primarily involves presentation and disclosure and, therefore, is not expected to have a material impactupdate on the Company’sits consolidated financial condition, results of operations or its cash flows.statements.

 

Simplification Guidance on Debt Issuance CostsGoodwill Impairment Test

In April 2015,January 2017, the FASB issued an accounting standard update which changesremoves the presentationrequirement for companies to compare the implied fair value of debt issuance costs in the applicable financial statements. Under the accounting standard update, an entity should present such costs in the balance sheetgoodwill with its carrying amount as a direct deduction from the related debt liability rather than as an asset. Amortizationpart of step 2 of the costs is reported as interest expense.goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2017. The Company does2021, with early adoption permitted for any impairment tests performed after January 1, 2017 and is not believe this new accounting standard update willexpected to have a material impact on its consolidated financial statements.the Company.


Hedge Accounting Simplification

 

In August 2015,2017, the FASB issued an accounting standard update to amendreduce the previouscomplexity of and simplify the application of hedging accounting. The guidance issued in April 2015refines and address debt issuance costs relatedexpands hedge accounting for both financial and nonfinancial risk components, eliminates the need 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 assetseparately measure and subsequently amortizereport hedge ineffectiveness, and aligns the deferred debt issuance costs ratably over the termrecognition and presentation 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 dateeffects of the previously issued guidancehedging instrument and the Company does not believe it will have a material impact on its consolidatedhedged item in the 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 2017.2020, with early adoption permitted. The Company does not believeis currently evaluating the impact of this new accounting standard update will have a material impact on its consolidated financial statements.

 

No other new accounting pronouncementspronouncements issued or effective as of August 31, 20152017, 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 paidpaid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the use of various valuation methodologies, including market, income and cost approaches is permissible. The Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability.

 

Fair Value Hierarchy

 

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

 

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

 

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

 


Level 3 -applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. There were no Level 3 assets or liabilities held by FactSet as of August 31, 20152017 or 2014.2016.

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

The following tables shows by level within the fair value hierarchy the Company’sCompany’s assets and liabilities that are measured at fair value on a recurring basis at August 31, 20152017 and 2014 (in thousands):2016:

 

  

Fair Value Measurements at Reporting Date Using

 

August 31, 2015

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets

                

Corporate money market funds(1)

 $89,443  $  $  $89,443 

Certificates of deposit(2)

     23,497      23,497 

Derivative instruments(3)

     1,035      1,035 

Total assets measured at fair value

 $89,443  $24,532  $  $113,975 
                 

Liabilities

                

Derivative instruments(3)

 $  $1,602  $  $1,602 

Total liabilities measured at fair value

 $  $1,602  $  $1,602 
  

Fair Value Measurements at August 31, 2017

 

(in thousands)

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets

                

Corporate money market funds (1)

 $26,677  $  $  $26,677 

Mutual Funds (2)

     18,364      18,364 

Certificates of deposit (3)

     14,080      14,080 

Derivative instruments (4)

     6,142      6,142 

Total assets measured at fair value

 $26,677  $38,586  $  $65,263 
                 

Liabilities

                

Derivative instruments (4)

 $  $  $  $ 

Total liabilities measured at fair value

 $  $  $  $ 

 

  

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 

  

Fair Value Measurements at August 31, 2016

 

(in thousands)

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets

                

Corporate money market funds (1)

 $92,765  $  $  $92,765 

Certificates of deposit (3)

     24,217      24,217 

Derivative instruments (4)

     869      869 

Total assets measured at fair value

 $92,765  $25,086  $  $117,851 
                 

Liabilities

                

Derivative instruments (4)

 $  $2,791  $  $2,791 

Total liabilities measured at fair value

 $  $2,791  $  $2,791 

 

 

(1)

The Company’sCompany’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 classifiedclassified as Level 1 and included in cashCash and cash equivalents onequivalents within the consolidated balance sheet.Consolidated Balance Sheets.

 

 

(2)

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

(3)

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

 

 

(3)(4)

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

 

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

 

((b)b) Assets and Liabilities Measured at Fair Value on a Non-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 liabilitiesliabilities 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, based upon the results of such valuations. During fiscal 20152017 and 2014,2016, no fair value adjustments or material fair value measurements were required for the Company’s non-financial assets or liabilities.

 


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

 

As of August 31, 2015,2017 and 2016, the fair value of the Company’s long-term debt was $35.0$575.0 million and $300.0 million, respectively, 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

 

5. DERIVATIVE INSTRUMENTS

Cash Flow Hedges

 

FactSet conducts business outside the U.S. in severalseveral currencies including the British Pound Sterling, Euro, Indian Rupee, Japanese Yen Indian Rupee and Philippine Peso. As such, it is exposed to movements in foreign currency exchange rates compared to the U.S. dollar. The Company utilizes derivative instruments (foreign currency forward contracts) to manage the exposures related to the effects of foreign exchange rate fluctuations and reduce the volatility of earnings and cash flows associated with changes in foreign currency. The Company does not enter into foreign exchangecurrency forward contracts for trading or speculative purposes. In designing a specific hedging approach, FactSet considered several factors, including offsetting exposures, the significance of exposures, the forecasting of risk and the potential effectiveness of the hedge. The gains and losses on foreign currency forward contracts offset the variability in operating expenses associated with currency movements. The changes in fair value for these foreign currency forward contracts are initially reported as a component of AOCL and subsequently reclassified into operating expenses when the hedged exposure affects earnings. There was no discontinuance of cash flow hedges during fiscal 20152017 or 2014,2016, and as such, no corresponding gains or losses related to changes in the value of the Company’s contracts were reclassified into earnings prior to settlement.

 

As of August 31, 2015,2017, FactSet maintained the following foreign currency forward contracts to hedge approximately 75% of its Indian Rupee British Pound Sterling and Euro exposure:exposure through the third quarter of fiscal 2019.

 

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 correspondingcorresponding fair values (in thousands):values:

 

 

Gross Notional Value

  

Fair Value Asset (Liability)

  

Gross Notional Value

  

Fair Value (Liability) Asset

 

Currency Hedged (in U.S. dollars)

 

Aug 31, 2015

  

Aug 31, 2014

  

Aug 31, 2015

  

Aug 31, 2014

 

Currency Hedged

(in thousands, in U.S. dollars)

 

August 31, 2017

  

August 31, 2016

  

August 31, 2017

  

August 31, 2016

 

British Pound Sterling

 $  $33,280  $  $(2,791)

Indian Rupee

 $56,320  $38,479  $(990) $700   51,000   58,410   6,142   869 

Philippine Peso

     6,500      115 

Euro

  20,263      143    

British Pound Sterling

  15,831      280    

Total

 $92,414  $44,979  $(567) $815  $51,000  $91,690  $6,142  $(1,922)

 

As of August 31, 2015,2017, the gross notional value of foreign exchangecurrency forward contracts to purchase Indian Rupees with U.S. dollars was Rs. 4.03.8 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 andand gains and losses on derivative instruments (in thousands):instruments:

Designation of Derivatives

Balance Sheet Location

 

Aug 31, 2015

  

Aug 31, 2014

 

Derivatives designated as hedging instruments

Assets: Foreign Currency Forward Contracts

        
 

Prepaid expenses and other current assets

 $1,035  $114 
 

Other assets

 $   1,292 
 

Liabilities: Foreign Currency Forward Contracts

        
 

Accounts payable and accrued expenses

 $  $591 
 

Deferred rent and other non-current liabilities

 $1,602  $ 

Designation of Derivatives

(in thousands)

Balance Sheet Location

 

August

31, 2017

  

August

31, 2016

 

Derivatives designated as hedging instruments

Assets: Foreign Currency Forward Contracts

 
 

Prepaid expenses and other current assets

 $3,796  $163 
 

Other assets

 $2,346  $706 
 

Liabilities: Foreign Currency Forward Contracts

 
 

Accounts payable and accrued expenses

 $  $2,791 
 

Deferred rent and other non-current liabilities

 $  $ 

 

All derivatives were designated as hedging instruments as of August 31, 20152017 and 2014,2016, respectively.

Derivatives in Cash Flow Hedging Relationships

 

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

 

 

(Loss) Gain Recognized

in AOCL on Derivatives
(Effective Portion)

 

Location of Loss

 

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

 

(in thousands):

 

Gain (Loss) Recognized

in AOCL on Derivatives
(Effective Portion)

 

 

Location of Loss
Reclassified from

 

Loss Reclassified
from AOCL into Income
(Effective Portion)

 

Derivatives in Cash Flow Hedging Relationships

 

2015

  

2014

  

2013

 Reclassified from AOCL into Income(Effective Portion) 

2015

  

2014

  

2013

  

2017

  

2016

  

2015

 AOCL into Income
(Effective Portion)
 

2017

  

2016

  

2015

 

Foreign currency forward contracts

 $(1,939) $8,294  $(6,258)

SG&A

 $(559) $(260) $(1,000) $5,183  $(1,806) $(1,939)

SG&A

 $(2,883) $(451) $(559)

 

No amount of ineffectiveness was recorded in the Consolidated Statements of Income for these designated cash flow hedges and all components of each derivative’sderivative’s gain or loss was included in the assessment of hedge effectiveness. As of August 31, 2015,2017, FactSet estimates that $1.0$3.8 million of net derivative gains related to its cash flow hedges included in AOCL will be reclassified into earnings within the next 12 months.

 


Offsetting of Derivative Instruments

 

FactSet’sFactSet’s master netting and other similar arrangements with its respective counterparties allow for net settlement under certain conditions. As of August 31, 20152017 and 2014, respectively, information related to these offsetting arrangements was as follows (in thousands):2016, there were no net settlements recorded on Consolidated Balance Sheets.

 

  

Derivatives Offset in Consolidated Balance Sheets

 

August 31, 2015

 

Gross Derivative Amounts

  

Gross Derivative Amounts Offset in Balance Sheet

  

Net

Amounts

 

Fair value of assets

 $1,040  $(5) $1,035 

Fair value of liabilities

  (1,607)  5   (1,602)

Total

 $(567) $  $(567)

  

Derivatives Offset in Consolidated Balance Sheets

 

August 31, 2014

 

Gross Derivative Amounts

  

Gross Derivative Amounts Offset in Balance Sheet

  

Net

Amounts

 

Fair value of assets

 $1,406  $  $1,406 

Fair value of liabilities

  (626)  35   (591)

Total

 $780  $35  $815 


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

 

The components of other comprehensive (loss) income during the fiscal years ended August 31, 2015, 2014,2017, 2016 and 20132015 are as follows (in thousands):follows:

 

 

August 31,

2015

  

August 31,

2014

  

August 31,

2013

  

August 31,

2017

  

August 31,

2016

  

August 31,

2015

 
 

Pre-tax

  

Net of tax

  

Pre-tax

  

Net of tax

  

Pre-tax

  

Net of tax

 

(in thousands)

 

Pre-tax

  

Net of tax

  

Pre-tax

  

Net of tax

  

Pre-tax

  

Net of tax

 

Foreign currency translation adjustments

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

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

  559   352   260   164   1,000   622   2,883   1,813   451   284   559   352 

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

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

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

  5,183   3,204   (1,806)  (1,141)  (1,939)  (1,220)

Other comprehensive (loss) income

 $(26,643) $(26,131) $16,449  $13,252  $(10,409) $(8,447) $36,882  $33,833  $(24,999) $(24,501) $(26,643) $(26,131)

 

 

(1)

Reclassified to Selling, General and Administrative Expenses

 

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

 

 

August 31,

2015

  

August 31,

2014

 

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

 $(358) $510 

(in thousands)

 

August 31,

2017

  

August 31,

2016

 

Accumulated unrealized losses on cash flow hedges, net of tax

 $3,802  $(1,215)

Accumulated foreign currency translation adjustments

  (43,694)  (18,431)  (38,522)  (67,338)

Total accumulated other comprehensive loss

 $(44,052) $(17,921) $(34,720) $(68,553)

 

7. SEGMENT INFORMATION

 

Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses, whosewhose 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 CODMFinancial information at the operating segment level is itsreviewed jointly by the Chief Executive Officer (“CEO”) and senior management. Senior management consists of executives who directly report to the CEO, comprising the Chief Financial Officer, Chief Operating Officer, Global Head of Sales and Client Solutions, General Counsel, and Chief Human Resources Officer. Senior management, along with the CEO, constitute FactSet’s chief operating decision making group (“CODMG”) and is responsible for making decisions about resources allocated amongstamong the operating segments based on actual results.

 

FactSetFactSet’s’s operating segments are aligned with how the Company, including its CODM,CODMG, manages the business and the demographic markets in which FactSet serves. The Company’s internal financial reporting structure is based on three segments; the U.S., Europe and Asia Pacific. FactSet believes this alignment helps it better manage the business and view the markets the Company serves, which are centered on providing integrated global financial and economic information. Sales, consulting, data collection, product development and software engineering are the primary functional groups within the U.S., Europe and Asia Pacific segments that provide global financial and economic information to investment managers, investment banks and other financial services professionals. The U.S. segment services financeinvestment professionals including financial institutions throughout the Americas while the. The European and Asia Pacific segments service investment professionals located throughout Europe and the Asia Pacific region, 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 Bulgaria, Dubai, England, France, Germany, Italy, Ireland, Latvia, Luxembourg, the Netherlands, Spain, South Africa, Sweden and Dubai.Switzerland. The Asia Pacific segment is headquartered in Tokyo, Japan withhas office locations in Australia, Hong Kong, SingaporeIndia, Japan, and Mumbai, India.Singapore. Segment revenues reflect direct sales to clients based in their respective geographic locations. There are no intersegment or intercompany sales of the FactSet services. Each segment records compensation expense, including stock-based compensation, amortization of intangible assets, depreciation of furniture and fixtures, amortization of leasehold improvements, communication costs, professional fees, rent expense, travel, marketing, office and other direct expenses.


Expenditures associated with the Company’sCompany’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 $308.3$707.6 million of goodwill reported by the Company at August 31, 2015, 69%2017, 54% was recorded in the U.S. segment, 30%45% in the European segment and the remaining 1% in the Asia Pacific segment.

 


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

(in thousands)

 

Year Ended August 31, 2017

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenues from clients

 $784,146  $330,332  $106,701  $1,221,179 

Segment operating profit

  137,104   153,676   61,355   352,135 

Total assets

  703,941   609,368   100,006   1,413,315 

Depreciation and amortization

  35,244   9,837   3,213   48,294 

Stock-based compensation

  30,247   3,320   616   34,183 

Capital expenditures

  29,561   2,385   4,916   36,862 

Year Ended August 31, 2016

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenues from clients

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

Segment operating profit

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

Total assets

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

Depreciation and amortization

  31,529   4,220   2,303   38,052 

Stock-based compensation

  25,776   3,459   558   29,793 

Capital expenditures

  38,631   4,092   5,017   47,740 

 

Year Ended August 31, 2015

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenues from clients

 $678,774  $251,522  $76,472  $1,006,768 

Segment operating profit

  172,980   116,310   42,628   331,918 

Total assets

  427,990   239,689   68,992   736,671 

Depreciation and amortization

  23,645   5,135   2,569   31,349 

Stock-based compensation

  23,006   2,991   374   26,371 

Capital expenditures

  22,459   460   2,763   25,682 

 

Year Ended August 31, 2014

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Revenues from clients

 $624,642  $227,395  $68,298  $920,335 

Segment operating profit

  165,004   100,937   36,278   302,219 

Total assets

  362,255   239,654   61,303   663,212 

Depreciation and amortization

  25,574   5,656   3,205   34,435 

Stock-based compensation

  20,288   2,231   372   22,891 

Capital expenditures

  16,047   647   1,049   17,743 

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 

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

 

Years Ended August 31,

 

2015

  

2014

  

2013

 

Revenues(1)

            
 

Years ended August 31,

 

(in thousands)

 

2017

  

2016

  

2015

 

Revenues(1)

            

United States

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

United Kingdom

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

All other European countries

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

Asia Pacific

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

Total revenues

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

 

 

(1)

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

 


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

 

At August 31,

 

2015

  

2014

  

2013

 

Long-lived Assets(1)

            
 

At August 31,

 

(in thousands)

 

2017

  

2016

  

2015

 

Long-lived Assets(1)

            

United States

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

United Kingdom

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

All other European countries

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

Asia Pacific

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

Total long-lived assets

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

(1(1))

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

 


8.8. BUSINESS COMBINATIONS

 

Code Red, Inc.BISAM

 

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

At the time of acquisition, BISAM employed over 160 employees based primarily in its New York, Boston, Paris, London and Sofia offices. Total transaction costs related to the acquisition were $3.2 million in fiscal 2017 and were recorded within Selling, General and Administrative (“SG&A”) expenses in the Consolidated Statements of Income.

The total

Allocation of the purchase price to the assets acquired and liabilities assumed was finalized during the fourth quarter of Code Red is as follows (in thousands):

Cash consideration

 $32,962 

Fair value of FactSet stock issued

  2,991 

Total purchase price

 $35,953 

fiscal 2017. There were no significant adjustments between the preliminary and final allocation. The total purchase price was allocated to Code Red’sBISAM’s net tangible and intangible assets based upon their estimated fair value as of the date of acquisition. Based upon these estimated fair values and the preliminary intangible assets valuation, the purchase price allocation is as follows (in thousands):

 

Tangible assets acquired

 $3,090 

Amortizable intangible assets

    

Software technology

  4,728 

Client relationships

  3,089 

Non-compete agreements

  277 

Trade name

  127 

Goodwill

  29,627 

Total assets acquired

 $40,938 

Liabilities assumed

  (4,985)

Net assets acquired

 $35,953 

(in thousands)

 

Tangible assets acquired

 $27,583 

Amortizable intangible assets

    

Software technology

  18,261 

Client relationships

  37,597 

Trade name

  741 

Goodwill

  173,898 

Total assets acquired

 $258,080 

Liabilities assumed

  (40,443)

Net assets acquired

 $217,637 

 

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

 

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

Matrix Data Limited

 

During the second quarter of fiscal 2014,Vermilion

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

 


Allocation of the purchase price to the assets acquired and liabilities assumed was finalized during the third quarter of fiscal 2017. There were no significant adjustments between the preliminary and final allocation. The total purchase price was allocated to Matrix’Vermilion’s net tangible and intangible assets based upon their estimated fair value as of the date of acquisition. Allocation ofBased upon the purchase price toand the assets acquired and liabilities assumed was finalized duringvaluation, the third quarter of fiscal 2014. There were no material adjustments between the preliminary and final allocation of purchase price.is as follows:

 


 

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 

(in thousands)

 

Tangible assets acquired

 $7,916 

Amortizable intangible assets

    

Software technology

  10,916 

Client relationships

  5,954 

Non-compete agreements

  806 

Trade name

  571 

Goodwill

  51,157 

Total assets acquired

 $77,320 

Liabilities assumed

  (9,434)

Net assets acquired

 $67,886 

 

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

 

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

 

Revere DataPortware LLC

 

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

 

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

 

Tangible assets acquired

 $544 

Amortizable intangible assets

    

Data content

  2,799 

Client relationships

  827 

Non-compete agreements

  162 

Trade name

  293 

Goodwill

  11,612 

Total assets acquired

 $16,237 

Liabilities assumed

  (949)

Net assets acquired

 $15,288 

(in thousands)

 

Tangible assets acquired

 $9,656 

Amortizable intangible assets

    

Software technology

  43,000 

Client relationships

  27,000 

Non-compete agreements

  3,500 

Trade name

  2,000 

Goodwill

  187,378 

Total assets acquired

 $272,534 

Liabilities assumed

  (8,951)

Net assets acquired

 $263,583 

 

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

 


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

 


9. DISPOSITIONS

 

During the third quarter of fiscal 2016, the Company entered into a definitive stock purchase agreement 9(the “Purchase Agreement”) pursuant to which the Company agreed to sell its market research business, consisting of Market Metrics LLC and Matrix-Data Limited (collectively “Market Metrics” or the “disposal group”) and associated assets (the “Transaction”). On July 1, 2016, FactSet completed the Transaction and received $165.0 million in cash, less estimated working capital and certain adjustments set forth in the Purchase Agreement, including a $9.7 million bonus adjustment amount. The Company recognized a pre-tax gain on the sale of $112.5 million in fourth quarter of fiscal 2016, which is recorded within other (expense)income in the Consolidated Statements of Income. In the second quarter of fiscal 2017, the Company finalized the working capital adjustment and recognized a pre-tax loss of $1.2 million within other (expense)income in the Consolidated Statements of Income.

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

10. GOODWILL

 

Changes in the carrying amount of goodwill by segment for fiscal years ended August 31, 20152017 and 20142016 are as follows (in thousands):follows:

  

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Balance at August 31, 2013

 $167,822  $73,424  $3,327  $244,573 

Goodwill acquired during the period

  11,612   25,531      37,143 

Foreign currency translations

     4,077   (185)  3,892 

Balance at August 31, 2014

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

Goodwill acquired during the period

  32,435         32,435 

Foreign currency translations

     (9,307)  (449)  (9,756)

Balance at August 31, 2015

 $211,869  $93,725  $2,693  $308,287 

(in thousands)

 

U.S.

  

Europe

  

Asia Pacific

  

Total

 

Balance at August 31, 2015

 $211,869  $93,725  $2,693  $308,287 

Acquisitions and other adjustments

  187,352         187,352 

Disposition

  (31,741)  (665)     (32,406)

Foreign currency translations

     (10,780)  462   (10,318)

Balance at August 31, 2016

 $367,480  $82,280  $3,155  $452,915 

Acquisitions and other adjustments

  19,355   216,047      235,402 

Foreign currency translations

     19,432   (189)  19,243 

Balance at August 31, 2017

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

 

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

 

10.11. INTANGIBLE ASSETS

 

FactSet’sFactSet’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, 20152017 was 11.111.5 years. The Company amortizes intangible assets over their estimated useful lives, which are evaluated quarterly to determine whether events and circumstances warrant a revision to the remaining period of amortization. There were no changes to the estimate of the remaining useful lives during fiscal years 2015, 20142017, 2016 and 2013.2015. Amortizable intangible assets are tested for impairment, if indicators are present, based on undiscounted cash flows, and, if impaired, written down to fair value based on discounted cash flows. No impairment of intangible assets has been identified during any of the periods presented. The intangible assets have no assigned residual values.


During fiscal 2017, $93.2 million of intangible assets were acquired with a weighted average useful life of 11.5 years. The details of the intangible assets acquired during fiscal 2017 are outlined as follows:

Acquired Intangible Assets Allocation (in thousands)

 

Amortization Period (years)

  

Acquisition Cost

 
       

Client relationships

  16.1  $50,152 
Software technology  6.3   40,826 

Non-compete agreements

  3.1   862 

Trade name

  4.0   1,354 

Total

  11.5  $93,194 

 

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

 

At August 31, 2015

 

Gross Carrying Amount

  

Accumulated Amortization

  

Net Carrying Amount

 

At August 31, 2017 (in thousands)

 

Gross Carrying Amount

  

Accumulated Amortization

  

Net Carrying Amount

 
       

Data content

 $39,911  $16,667  $23,244  $34,116  $18,899  $15,217 

Client relationships

  27,873   18,241   9,632   99,779   22,339   77,440 

Software technology

  21,203   15,042   6,161   105,963   30,889   75,074 

Non-compete agreements

  1,058   637   421   4,833   1,518   3,315 

Trade names

  1,614   1,020   594   4,080   1,583   2,497 

Total

 $91,659  $51,607  $40,052  $248,771  $75,228  $173,543 

 

At August 31, 2014

 

Gross Carrying Amount

  

Accumulated Amortization

  

Net Carrying Amount

 

At August 31, 2016 (in thousands)

 

Gross Carrying Amount

  

Accumulated Amortization

  

Net Carrying Amount

 
       

Data content

 $56,974  $27,644  $29,320  $34,167  $16,758  $17,409 

Client relationships

  25,821   17,443   8,378   45,185   16,480   28,705 

Software technology

  22,881   20,089   2,792   62,560   20,545   42,015 

Non-compete agreements

  2,465   1,881   584   4,344   1,118   3,226 

Trade names

  1,729   958   771   2,728   922   1,806 

Total

 $109,870  $68,015  $41,855  $148,984  $55,823  $93,161 

 

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


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

Code Red Preliminary Intangible Assets Allocation

 

Amortization Period (years)

  

Acquisition Cost

 

Software technology

  6.0  $4,728 

Client relationships

  7.0   3,089 

Non-compete agreements

  4.0   277 

Trade name

  3.0   127 

Total

  6.3  $8,221 

Amortization expense recordedrecorded for intangible assets during fiscal years 2017, 2016 and 2015 2014 and 2013 was $8.2$19.9 million, $8.5$14.8 million and $7.1$8.2 million, respectively. As of August 31, 2015,2017, estimated intangible asset amortization expense for each of the next five years and thereafter are as follows (in thousands):follows:

 

Fiscal Year

 

Estimated Amortization Expense

 

2016

 $7,031 

2017

  6,949 

2018

  5,816 

2019

  4,492 

2020

  3,461 

Fiscal Year (in thousands)

 

Estimated Amortization Expense

 
   

2018

 $24,475 

2019

  23,634 

2020

  22,978 

2021

  21,404 

2022

  19,081 

Thereafter

  12,303   61,971 

Total

 $40,052  $173,543 

 

11.12. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

 

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

 

At August 31,

 

2015

  

2014

 
 

August 31,

 

(in thousands)

 

2017

  

2016

 

Leasehold improvements

 $92,427  $90,487  $113,760  $103,238 

Computers and related equipment

  87,732   81,853   138,195   110,661 

Furniture and fixtures

  33,120   29,373   42,532   39,375 
        

Subtotal

 $213,279  $201,713  $294,487  $253,274 

Less accumulated depreciation and amortization

  (154,015)  (144,072)  (194,033)  (168,652)

Property, equipment and leasehold improvements, net

 $59,264  $57,641  $100,454  $84,622 

 

Depreciation expense was $23.1$28.0 million, $25.9$23.3 million and $28.4$23.1 million for fiscal years 2017, 2016 and 2015, 2014 and 2013, respectively.

 


12.

13. COMMON STOCK AND EARNINGS PER SHARE

 

On May 12, 2015,5, 2017, FactSet’s Board of Directors approved a 12.8%12.0% increase in the regular quarterly dividend from $0.39$0.50 to $0.44$0.56 per share, or $1.76$2.24 per share per annum.

 

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

 

Years Ended August 31,

 

2015

  

2014

  

2013

 
 

Years ended August 31,

 

(in thousands)

 

2017

  

2016

  

2015

 

Balance, beginning of year (September 1)

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

Common stock issued for employee stock plans

  1,213   959   2,459   693   823   1,213 

Repurchases of common stock

  (1,689

)

  (2,490

)

  (3,414

)

Repurchase of common stock from employees(1)

  (50

)

  (28

)

  (23

)

Repurchase of common stock under the share repurchase program

  (1,555

)

  (1,478

)

  (1,666

)

Repurchase of common stock under accelerated share repurchase agreement

  (103

)

  (596

)

   

Balance, end of year (August 31)

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

(1)

For fiscal 2017, 2016 and 2015, the Company repurchased 49,771, 27,625 and 23,192 shares, or $7.8 million, $4.5 million and $3.1 million, of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock.

 

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

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

Years Ended August 31,

 

2015

  

2014

  

2013

  

2015

  

2014

  

2013

  

2015

  

2014

  

2013

 

Basic EPS

                                    

Income available to common stockholders

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

Diluted EPS

                                    

Dilutive effect of stock options and restricted stock

       663   534   734             

Income available to common stockholders

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

 


(in thousands, except per share data)

 

 

Net Income

(Numerator)

  

Weighted Average Common Shares (Denominator)

  

 

 

Per Share Amount

 

For the year ended August 31, 2017

            

Basic EPS

            

Income available to common stockholders

 $258,259   39,444  $6.55 

Diluted EPS

            

Dilutive effect of stock options and restricted stock

      198     

Income available to common stockholders plus assumed conversions

 $258,259   39,642  $6.51 

For the year ended August 31, 2016

            

Basic EPS

            

Income available to common stockholders

 $338,815   40,880  $8.29 

Diluted EPS

            

Dilutive effect of stock options and restricted stock

      485     

Income available to common stockholders plus assumed conversions

 $338,815   41,365  $8.19 

For the year ended August 31, 2015

            

Basic EPS

            

Income available to common stockholders

 $241,051   41,572  $5.80 

Diluted EPS

            

Dilutive effect of stock options and restricted stock

      663     

Income available to common stockholders plus assumed conversions

 $241,051   42,235  $5.71 

 

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

 

As of August 31, 2017, 2016 and 2015, 2014, 2013,415,061, 782,843 and 478,945, 380,653 and 1,202,685, respectively, performance-based stock options were excluded from the calculation of diluted earnings per share.EPS. Performance-based stock options are omitted from the calculation of diluted earnings per shareEPS until the performance criteria have beenis considered probable of being met.

 

13.14. STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

At August 31, 20152017 and 2014,2016, 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, 20152017 and 2014,2016, there were 150,000,000 shares of common stock ($.01 par value per share) authorized, of which 50,328,42351,845,132 and 49,110,21851,150,978 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, 20152017 and 2014,2016, there were 9,011,52112,822,100 and 7,317,41611,112,753 shares of treasury stock (at cost) outstanding, respectively. As a result, 41,316,90239,023,032 and 41,792,80240,038,225 shares of FactSet common stock were outstanding at August 31, 20152017 and 2014,2016, respectively.

Share Repurchase Program

 

On December 15, 2014, the Company’s Board of Directors approved a $300.0 million expansion of the existing share repurchase program. During fiscal 2015, the Company repurchased 1,689,337 shares for $252.8 million leaving $134.2 million authorized for future share repurchases as of August 31, 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.Share Repurchase Program

 

Repurchases will be made from time to time in the open market and privately negotiatednegotiated transactions, subject to market conditions. During fiscal 2017, the Company repurchased 1,554,822 shares for $252.8 million. During fiscal 2016, the Company repurchased 1,478,000 shares for $232.3 million.

On July 1, 2016, FactSet entered into an accelerated share repurchase agreement (the “ASR Agreement”) to repurchase $120.0 million of FactSet common stock. The Company received 595,607 shares of common stock on July 5, 2016, which was approximately 80% of the total number of shares of common stock expected to be repurchased under the ASR Agreement. The final settlement of the ASR Agreement occurred in the first quarter of fiscal 2017 with FactSet receiving an additional 102,916 shares of its common stock.

On March 27, 2017, the Board of Directors of FactSet approved a $300.0 million expansion of to the existing share repurchase program. At August 31, 2017, $244.1 million remained authorized for future share repurchases. No minimum number of shares to be repurchased has been fixed. There is no timeframe to complete the share repurchase program and it is expected that share repurchases will be paid for using existing and future cash generated by operations.

 

Restricted Stock

 

Restricted stock awards entitle the holder to shares of common stock as the awardsawards vest over time. During fiscal 2015, 94,8702017, 132,194 shares of previously granted restricted stock awards vested and were included in common stock outstanding as of August 31, 20152017 (less 23,19249,771 shares repurchased from employees at a cost of $3.1$7.8 million to cover their cost of taxes upon vesting of the restricted stock). During fiscal 2014, 135,2052016, 69,244 shares of previously granted restricted stock awards vested and were included in common stock outstanding as of August 31, 20142016 (less 41,09327,625 shares repurchased from employees at a cost of $4.4$4.5 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’sCompany’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 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

 


Declaration Date

 

Dividends Per
Share of
Common Stock

 

Type

Record Date

 

Total $ Amount
(in thousands)

 

Payment Date

August 10, 2017

 $0.56 

Regular (cash)

August 31, 2017

 $21,853 

September 19, 2017

May 5, 2017

 $0.56 

Regular (cash)

May 31, 2017

 $21,951 

June 20, 2017

February 6, 2017

 $0.50 

Regular (cash)

February 28, 2017

 $19,709 

March 21, 2017

November 10, 2016

 $0.50 

Regular (cash)

November 30, 2016

 $19,852 

December 20, 2016

August 5, 2016

 $0.50 

Regular (cash)

August 31, 2016

 $20,019 

September 20, 2016

May 6, 2016

 $0.50 

Regular (cash)

May 31, 2016

 $20,171 

June 21, 2016

February 5, 2016

 $0.44 

Regular (cash)

February 29, 2016

 $18,044 

March 15, 2016

November 6, 2015

 $0.44 

Regular (cash)

November 30, 2015

 $18,208 

December 15, 2015

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

 

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

 


14.

15. STOCK OPTION AND RETIREMENT PLANS

 

Stock Options

 

The FactSet Research Systems Inc. 2004 Stock Option and Award Plan, as AmendedAmended 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 Option Plan expire either seven or ten years from the date of grant and the majority vest ratably over a period of five years. Options become vested and exercisable provided the employee continues employment with the Company through the applicable vesting date and remain exercisable until expiration or cancellation. Options are not transferable or assignable other than by will or the laws of descent and distribution. During the grantee’s lifetime, the options may be exercised only by the grantee.

As of August 31, 2017, a total of 3,366,070 stock options were outstanding at a weighted average exercise price of $139.29. Unamortized stock-based compensation of $57.7 million is expected to be recognized as stock-based compensation expense over the remaining vesting period of 3.3 years.

Stock Option Activity

In fiscal years 2015, 20142017, 2016 and 2013,2015, stock options to purchase 828,652, 391,4781,026,984, 1,195,649, and 1,674,966828,652 shares of common stock, respectively, were granted to existing employees and non-employee directors of the Company. These options have a weighted average grant date exercise price of $141.79, $106.73$157.09, $168.14 and $92.21$141.79 for fiscal years 2017, 2016 and 2015, 2014 and 2013, respectively.

 

A summary of stock option activity is as follows:

 

(in thousands, except per share data)

 

Number

Outstanding

  

Weighted Average

Exercise Price Per Share

 

Balance at August 31, 2012

  6,083  $64.76 

Granted – non performance-based

  645   92.22 

Granted – performance-based

  1,011   92.22 

Granted – non-employee Directors grant

  19   91.06 

Exercised

  (2,286

)

  52.25 

Forfeited(1)

  (743

)

  93.84 

Balance at August 31, 2013

  4,729  $75.95 

Granted – non performance-based

  174   103.36 

Granted – performance-based

  203   109.56 

Granted – non-employee Directors grant

  14   107.65 

Exercised

  (789

)

  57.56 

Forfeited(2)

  (849

)

  91.98 

Balance at August 31, 2014

  3,482  $79.67 

Granted – non performance-based

  677   140.49 

Granted – performance-based

  138   148.52 

Granted – non-employee Directors grant

  14   138.48 

Exercised

  (1,060

)

  63.03 

Forfeited

  (134

)

  106.01 

Balance at August 31, 2015

  3,117  $100.71 

(1)

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

(2)

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


(in thousands, except per share data)

 

Number

Outstanding

  

Weighted Average

Exercise Price Per Share

 

Balance at August 31, 2014

  3,482  $79.67 

Granted – non performance-based

  677  $140.49 

Granted – performance-based

  138  $148.52 

Granted – non-employee Directors grant

  14  $138.48 

Exercised

  (1,060

)

 $63.03 

Forfeited

  (134

)

 $106.01 

Balance at August 31, 2015

  3,117  $100.71 

Granted – non performance-based

  622  $171.18 

Granted – performance-based

  551  $165.59 

Granted – non-employee Directors grant

  23  $146.82 

Exercised

  (681

)

 $71.52 

Forfeited

  (268

)

 $113.70 

Balance at August 31, 2016

  3,364  $129.54 

Granted – non performance-based

  713  $152.89 

Granted – performance-based

  291  $166.29 

Granted – non-employee Directors grant

  24  $170.24 

Exercised

  (487

)

 $86.17 

Forfeited

  (539

)

 $160.31 

Balance at August 31, 2017

  3,366  $139.29 

 

Stock Options Outstanding and Exercisable

The following table summarizes ranges of outstanding and exercisable options as of August 31, 20152017 (in thousands, except per share data and the weighted average remaining years of contractual life):

 

      

Outstanding

  

Exercisable

 

Range of Exercise Prices Per Share

 

Number Outstanding

  

Weighted Average
Remaining Years
of Contractual Life

  

Weighted
Average
Exercise Price
Per Share

  

Aggregate Intrinsic Value

  

Number Exercisable

  Weighted
Average Exercise Price Per Share
  

Aggregate
Intrinsic
Value

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

$66.46 – $66.81

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

$87.26 – $90.92

  372   5.6  $90.14  $25,213   169  $89.44  $11,574 

$91.06 – $92.22

  654   7.1  $92.19  $42,986   336  $92.20  $22,083 

$94.84 – $96.10

  326   6.0  $94.88  $20,550   227  $94.85  $14,317 

$102.01 – $110.31

  358   8.2  $106.88  $18,273   14  $107.64  $704 

$131.31 – $139.02

  484   9.1  $131.91  $12,586     $  $ 

$148.52 – $166.74

  317   9.6  $157.21  $225     $  $ 

Total Fiscal 2015

  3,117   6.3  $100.71  $178,271   1,352  $78.70  $107,116 
    

Outstanding

  

Exercisable

 

Range of Exercise

Prices Per Share

 

Number Outstanding

  

Weighted Average Remaining Years of Contractual Life

  

Weighted Average Exercise Price

Per Share

  

Aggregate Intrinsic

Value

  

Number Exercisable

  

Weighted Average Exercise Price

Per Share

  

Aggregate Intrinsic

Value

 

$87.26

-   $92.22  627   4.7  $91.59  $41,122   536  $91.61  $35,146 

$94.84

-   $110.31  306   4.9  $99.02  $17,797   240  $97.41  $14,345 

$131.31

-   $148.52  540   7.1  $135.46  $11,730   4  $138.48  $75 

$150.81

-   $152.28  729   9.1  $152.25  $3,595   20  $152.05  $102 

$159.14

-   $170.24  692   8.7  $165.23  $   27  $164.90  $ 

$171.22

-   $175.20  472   8.1  $173.39  $   91  $175.20  $ 

Total Fiscal 2017

  3,366   7.4  $139.29  $74,244   918  $105.14  $49,668 

 

Prior Year Amounts

  August 31, 2014   August 31, 2013 
  

Number of

Shares

  

Weighted Average Exercise Price Per Share

  

Number of

Shares

  

Weighted Average

Exercise Price Per Share

 

Outstanding at fiscal year end

  3,482  $79.67   4,729  $75.95 

Exercisable at fiscal year end

  1,899  $68.78   1,925  $59.70 

Prior Year Amounts

     

August 31, 2016

      

August 31, 2015

 
  

Number of

Shares

  

Weighted Average

Exercise Price Per Share

  

Number of

Shares

  

Weighted Average

Exercise Price Per Share

 

Outstanding at fiscal year end

  3,364  $129.54   3,117  $100.71 

Exercisable at fiscal year end

  970  $89.42   1,352  $78.70 

 

The aggregate intrinsic value of in-the-money stock options exercisable at August 31, 20152017 and 20142016 was $107.1$49.7 million and $111.3$86.0 million, respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price of $157.92$157.18 at August 31, 20152017 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, 20152017 and 20142016 was 3.95.1 years and 3.44.5 years, respectively. The total pre-tax intrinsic value of stock options exercised during fiscal 2017, 2016 and 2015 2014was $38.0 million, $60.8 million and 2013 was $92.7 million, $44.0 million, and $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 during the measurement period subsequent to the date of grant. Dependent on the financial performance levels attained by FactSet, a percentage of the performance-based stock options will vest to the grantees of those stock options. However, there is no current guarantee that such options will vest in whole or in part.

 

July 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 first growth target as outlined within the terms of the grant was achieved, thus 20% or 48,314 options vested on August 31, 2013. The second 20% tranche vested on August 31, 2014 as a result of accelerated expansion of Street Account users during fiscal 2014. During the fourth quarter of fiscal 2015,the third growth target was achieved, thus the third 20% tranche vested on August 31, 2015. As of August 31, 2015, the Company estimates that the fourth 20% tranche will vest by August 31, 2017, resulting in unamortized stock-based compensation expense of $0.6 million to be recognized over the remaining vesting period of 2.0 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

Percentage

 

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 

Fourth 20% (current expectation)

 $0  $619 

Fifth 20%

 $1,216  $1,003 

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


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

February 2015 Performance-based Option Grant Review

In connection with the acquisition of Code Red, FactSet granted 137,522 performance-based stock options during the second quarter of fiscal 2015, FactSet2015. Of the total amount granted, 137,522 performance-based stock options. These68,761 performance-based options arewere eligible to vest four years from date of grant if certain Code Red ASV and operating margin targets arewere 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 yeartwo-year measurement period ending February 28, 2017. At the conclusion of the measurement period, 70% of the options were deemed eligible to vest, with the remaining options being forfeited. The option holders must remain employed by FactSet through February 28, 2019 in order for the options to vest. As of August 31, 2015,2017, total unamortized stock-based compensation of $2.1$0.8 million will be recognized as expense over the remaining vesting period of 3.41.4 years.

The remaining 68,761 options granted in February 2015 are eligible to cliff vest based on a four-year measurement period ending February 28, 2019. As of August 31, 2017, total unamortized stock-based compensation of $0.4 million will be recognized as expense over the remaining vesting period of 1.4 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):expense:

 

Vesting

Percentage

 

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 
Vesting Percentage (in thousands)  

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 

0%

 $(338) $0   $(769) $ 

10%

 $(253) $516   $(577) $108 

40% (current expectation)

 $0  $2,063   $  $431 

70%

 $253  $3,609   $577  $755 

100%

 $506  $5,156   $1,153  $1,078 

* Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2015. 2017.

October 2015 and August 2016 Performance-based Option Grant Review

 

Other Performance-based Option Grants

In connection with the acquisitions of Matrix and Revere, FactSet granted 165,949 and 36,695 performance-based stock options, respectively, during fiscal 2014. The performance-based options granted in connection with the acquisition of MatrixPortware during the first quarter of fiscal 2016, FactSet granted 530,418 performance-based stock options. In the fourth quarter of fiscal 2017, FactSet modified the vesting of these grants to allow 70% of the options to become eligible to vest, with the remaining options being forfeited. In conjunction with this modification, FactSet recognized a cumulative catch-up adjustment of $1.8 million. The remaining options will vest only if ASV40% on the second anniversary date of the grant and operating margin targets related to the Matrix business are met during a five year measurement period ending December 23, 2018, and20% on each subsequent anniversary date provided the option holders remain employed by FactSet. As of August 31, 20152017, total unamortized stock-based compensation of $2.9 million will be recognized as expense over the remaining vesting period of 3.1 years.

FactSet granted 20,911 additional performance-based stock options to Portware employees in the fourth quarter of fiscal 2016 with similar performance conditions. In the fourth quarter of fiscal 2017, FactSet modified the vesting of these grants to allow 70% of the options to become eligible to vest, with the remaining options being forfeited. In conjunction with this modification, FactSet recognized a cumulative catch-up adjustment of $0.1 million. The remaining options will vest 40% on the second anniversary date of the grant and 20% on each subsequent anniversary date provided the option holders remain employed by FactSet. As of August 31, 2017, total unamortized stock-based compensation of $0.4 million will be recognized as expense over the remaining vesting period of 3.9 years.


January 2017 Performance-based Option Grant Review

In connection with the acquisition of Vermilion, FactSet granted 61,744 performance-based stock options in January 2017. These performance-based options will vest 40% on the second anniversary date of the grant and 20% on each subsequent anniversary date if certain Vermilion revenue and operating income targets are achieved by November 30, 2018. The option holders must also remain employed by FactSet for the options to be eligible to vest. As of August 31, 2017, FactSet does not believe these growth targets are probable of being achieved, and as such, no stock-based compensation expense is expected to be realizedrecognized in connection with these performance-based options. OfA change in the 36,695actual financial performance levels achieved by Vermilion in future fiscal years could result in the following changes to the current estimate of the vesting percentage and related expense:

Vesting Percentage (in thousands)

  

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 

0% (current expectation)

  $  $ 
100%  $338  $2,367 

* Amounts represent the cumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2017. 

June 2017 Performance-based Option Grant Review

In connection with the acquisition of BISAM, FactSet granted 206,417 performance-based stock options grantedin June 2017. These performance-based options will vest 40% on the second anniversary date of the grant and 20% on each subsequent anniversary date if certain BISAM revenue and operating income targets are achieved by March 31, 2019. The option holders must also remain employed by FactSet for the options to be eligible to vest. As of August 31, 2017, FactSet does not believe these growth targets are probable of being achieved, and as such, no stock-based compensation expense is expected to be recognized in connection with these performance-based options. A change in the Revere acquisition, 18,553 options became eligibleactual financial performance levels achieved by BISAM in future fiscal years could result in the following changes to vest based upon the achievementcurrent estimate of certain ASVthe vesting percentage and operating margins duringrelated expense:

Vesting Percentage (in thousands)

  

Cumulative

Catch-up Adjustment*

  

Remaining Expense

to be Recognized

 

0% (current expectation)

  $  $ 
80%  $237  $6,870 
90%  $267  $7,729 
100%  $296  $8,588 

* Amounts represent the measurement period endingcumulative catch-up adjustment to be recorded if there was a change in the vesting percentage as of August 31, 2015. This results in unamortized stock-based compensation expense of $0.4 million to be recognized over the remaining vesting period of 3.0 years. Of the remaining 18,142 performance-based options previously granted, 6,184 were recorded as forfeitures in the fourth quarter of fiscal 2015 while the remaining 11,958 vest 80% after four years if the measurement criterion is achieved over the four year period ending August 31, 2017.

 

Restricted Stock and Stock Unit Awards

 

The Company’sCompany’s Option Plan plans permit the issuance of restricted stock and restricted stock units. Restricted stock awards are subject to continued employment over a specified period.

 

Restricted Stock and Stock Unit Awards Activity

In fiscal years 2015, 20142017, 2016 and 2013,2015, FactSet granted 54,862, 204,12462,400, 97,319 and 131,70254,862 restricted stock awards to employees of the Company, respectively. These awards have a weighted average grant date fair value of $138.23, $101.95$158.26, $159.64 and $85.80$138.23 for fiscal years 2017, 2016 and 2015, 2014 and 2013, respectively.

 

As of August 31, 2015,2017, a total of 313,407182,175 shares of restricted stock and restricted stock units were unvested and outstanding, which results in unamortized stock-based compensation of $20.5$19.1 million to be recognized as stock-based compensation expense over the remaining vesting period of 3.23.4 years.

 


 

A summary of restrictedrestricted stock award activity is as follows:

(in thousands, except per award data)

 

Number

 Outstanding

 

Weighted Average Grant

Date Fair Value Per Award

 

Balance at August 31, 2012

  383  $71.34 

Granted (restricted stock and stock units)

  132   85.80 

Vested(1)

  (150)  62.34 

Canceled/forfeited

  (7)  81.38 

Balance at August 31, 2013

  358  $80.43 

Granted (restricted stock and stock units)

  204   101.95 

Vested(2)

  (135)  84.48 

Canceled/forfeited

  (59)  86.39 

Balance at August 31, 2014

  368  $89.77 

Granted (restricted stock and stock units)

  55   138.23 

Vested(3)

  (95)  70.94 

Canceled/forfeited

  (15)  101.04 

Balance at August 31, 2015

  313  $103.34 

(in thousands, except per award data)

 

Number

Outstanding

  

Weighted Average Grant

Date Fair Value Per Award

 

Balance at August 31, 2014

  368  $89.77 

Granted (restricted stock and stock units)

  55  $138.23 

Vested(1)

  (95) $70.94 

Canceled/forfeited

  (15) $101.04 

Balance at August 31, 2015

  313  $103.34 

Granted (restricted stock and stock units)

  97  $159.64 

Vested(2)

  (69) $85.04 

Canceled/forfeited

  (79) $112.51 

Balance at August 31, 2016

  262  $126.27 

Granted (restricted stock and stock units)

  62  $158.26 

Vested(3)

  (132) $123.28 

Canceled/forfeited

  (10) $130.32 

Balance at August 31, 2017

  182  $138.62 

 

 

(1)

Of the total 149,741The 94,870 restricted stock awards that vested during fiscal 2013, 87,758 related to2015 were comprised of: 53,495 of awards granted on October 23, 2009. These restricted stock awards2009, which 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; 26,34414,683 restricted stock awards that were granted on April 8, 2013, which cliff vest 20% annually upon the anniversary date of the grant; and 17,23017,228 awards relating to restricted stock granted on February 9, 2010 which cliff vested 50% after four years (on February 9, 2014).2010; and 9,464 restricted stock awards that were previously granted between November 2013 and November 2014.

 

 

(3)(2)

The 69,244 The94,870restricted stock awards that vested during fiscal 2012016 5were comprised of:53,495 37,079 of awards relating to restricted stock granted on November 8, 2010 October 23, 2014(remaining 40%) ,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;grant17,228. Additionally, 17,482 awards vested related to other grants.

(3)

The 132,194 restricted stock awards that vested during fiscal 2017 were comprised of: 73,522 of awards relating to restricted stock granted on February 9, 2010; and 9,464November 1, 2013, which cliff vested 60% after three years, 17,328 of awards relating to restricted stock granted on October 16, 2015, which vested 20% annually upon the anniversary date of the grant and 30,162 of awards thatrelating to restricted stock granted on October 16, 2015, which were previously granted betweenmodified to accelerate vest 100% in conjunction with employee severance.  Additionally, 11,182 awards vested related to other grants.November 2013 and November 2014.

 

Share-based Awards Available for Grant

 

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

 

  

Share-based Awards

Available for Grant under the

Employee Stock Option Plan

  

Share-based Awards

Available for Grant under the

Non-Employee Stock Option Plan

 

Balance at August 31, 2012

  4,340   126 

Granted – non performance-based options

  (645)   

Granted – performance-based options

  (1,011)   

Granted – non-employee Directors grant

     (19)

Restricted stock awards granted(1)

  (329)   

Share-based awards canceled/forfeited(2)

  761    

Balance at August 31, 2013

  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 

(in thousands)

 

Share-based Awards

Available for Grant under the

Employee Stock Option Plan

  

Share-based Awards

Available for Grant under the

Non-Employee Stock Option Plan

 

Balance at August 31, 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 

Granted – non performance-based options

  (622)   

Granted – performance-based options

  (551)   

Granted – non-employee Directors grant

     (22)

Restricted stock awards granted(1)

  (243)   

Share-based awards canceled/forfeited(2)

  466    

Balance at August 31, 2016

  1,491   66 

Granted – non performance-based options

  (713)   

Granted – performance-based options

  (291)   

Granted – non-employee Directors grant

     (24)

Restricted stock awards granted(1)

  (156)   

Share-based awards canceled/forfeited(2)

  566    

Balance at August 31, 2017

  897   42 

  

 

(1)

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

  

 

(2)

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

 


 

Employee Stock Purchase Plan

At the 2014 Annual Meeting of Stockholders of FactSet held on December 16, 2014, the stockholders of FactSet voted on and approved the Amended and Restated FactSet Research Systems Inc. 2008 Employee Stock Purchase Plan (the “Purchase Plan”), including the reservation of an additional 500,000 shares of common stock for issuance thereunder. The amendment and restatement of the Purchase 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 Amended and Restated FactSet Research Systems Inc. 2008 Employee Stock Purchase Plan (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 2015,2017, employees purchased 63,26575,372 shares as compared to 74,88973,072 shares in fiscal 20142016 and 75,28163,265 shares in fiscal 2013.2015. At August 31, 2015, 481,6162017, 333,172 shares were reserved for future issuance under the Purchase Plan.

 

401(k) Plan

 

The Company established aits 401(k) Plan (the “401(k) Plan”) in fiscal 1993. The 401(k) Plan is a defined contribution plan covering all full-time, U.S. employees of the Company and is subject to the provisions of the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986.1986 (“IRC”). Each year, participants may contribute up to 60% of their eligible annual compensation, subject to annual limitations established by the Internal Revenue Code.IRC. The Company matches up to 4% of employees’ earnings, capped at the IRSInternal Revenue Service annual maximum. Company matching contributions are subject to a five year graduated vesting schedule. All full-time, U.S. employees are eligible for the matching contribution by the Company. The Company contributed $8.6$10.1 million, $7.7$9.7 million, and $7.5$8.6 million in matching contributions to employee 401(k) accounts during fiscal 2017, 2016 and 2015, 2014 and 2013, respectively.

 

15.16. STOCK-BASED COMPENSATION

 

The Company recognized total stock-basedstock-based compensation expense of $26.4$34.2 million, $22.9$29.8 million and $40.0$26.4 million in fiscal 2015, 2014,2017, 2016 and 2013,2015, respectively. As of August 31, 2015, $60.52017, $76.9 million of total unrecognized compensation expense related to non-vested awards is expected to be recognized over a weighted average period of 3.43.3 years. There was no stock-based compensation capitalized as of August 31, 20152017 and 2014,2016, respectively.

 

Employee Stock Option Fair Value Determinations

 

The Company utilizes the lattice-binomial option-pricing model (“binomial model”) to estimate the fair value of new employee stock option grants. The Company’s determination of fair value of stock option awards on the date of grant using the binomial model is affected by the Company’s stock price as well as assumptions regarding a number of variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, interest rates, option forfeitures and employee stock option exercise behaviors.

Q1 2017

671,263 non performance-based employee stock options and 22,460 performance-based employee stock options were granted at a weighted average exercise price of $152.51 and a weighted average estimated fair value of $39.60 per share.

Q2 2017

61,744 performance-based employee stock options were granted at a weighted average exercise price of $169.16 and a weighted average estimated fair value of $43.81 per share.

Q3 2017

11,604 non performance-based employee stock options were granted at a weighted average exercise price of $163.05 and a weighted average estimated fair value of $42.23 per share.

Q4 2017

29,650 non performance-based employee stock options and 206,417 performance-based employee stock options were granted at a weighted average exercise price of $165.75 and a weighted average estimated fair value of $42.93 per share.

Q1 2016

513,785 non performance-based employee stock options and 530,418 performance-based employee stock options were granted at a weighted average exercise price of $170.21 and a weighted average estimated fair value of $46.62 per share.

Q2 2016

4,073 non performance-based employee stock options were granted at an exercise price of $150.81 and an estimated fair value of $40.51 per share.

Q3 2016

103,903 non performance-based employee stock options were granted at an exercise price of $152.10 and an estimated fair value of $40.57 per share.


Q4 2016

20,911 performance-based employee stock options were granted at an exercise price of $171.22 and an estimated fair value of $47.82 per share.

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$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 

9,367 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 

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

Q4 2013 

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


 

The weighted average estimated fair value of employee stock options granted during fiscal 2015, 20142017, 2016 and 20132015 was determined using the binomial model with the following weighted average assumptions:

 

 2015  2014  2013  

2017

 

2016

 

2015

Term structure of risk-free interest rate

 0.01%-2.3%  0.01%-2.6%  0.16%-1.91%  0.07%-2.09%  0.07%-2.1%  0.01%-2.3%

Expected life (years)

 5.8-9.4  7.6-7.8  7.6-7.8   7.4-8.1  7.3-8.1  5.8-9.4

Term structure of volatility

 20%-31%  23%-33%  24%-33%   21%-30%  21%-30%  20%-31%

Dividend yield

   1.32%    1.35%    1.30%   1.18%   1.09%   1.32% 

Weighted average estimated fair value

   $41.87    $29.64    $26.87   $40.68   $46.08   $41.87 

Weighted average exercise price

   $141.84    $106.69    $92.22   $156.77   $168.55   $141.84 

Fair value as a percentage of exercise price

   29.5%    27.8%    29.1%   25.9%   27.3%   29.5% 

 

The risk-freerisk-free interest rate assumption for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility is based on a combination of historical volatility of the Company’s stock and implied volatilities of publicly traded options to buy FactSet common stock with contractual terms closest to the expected life of options granted to employees. The approach to utilize a mix of historical and implied volatility was based upon the availability of actively traded options on the Company’s stock and the Company’s assessment that a combination of implied volatility and historical volatility is best representative of future stock price trends. The Company uses historical data to estimate option exercises and employee termination within the valuation model. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts. The expected life of employee stock options represents the weighted average period the stock options are expected to remain outstanding and is a derived output of the binomial model. The binomial model estimates employees exercise behavior based on the option’s remaining vested life and the extent to which the option is in-the-money. The binomial model estimates the probability of exercise as a function of these two variables based on the entire history of exercises and cancellations of all past option grants made by the Company.

Non-Employee Director Stock Option Fair Value Determinations

 

The 2008 Non-EmployeeNon-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’sCompany’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.

 


FFiscal 2015iscal 2017

 

On January 13, 2017, FactSet granted 23,846 stock options to the Company’s non-employee Directors, including one-time new director grants of 2,104 for both Malcolm Frank and Sheila B. Jordan, who were elected to FactSet’s Board of Directors on December 20, 2016. All of the options granted on January 13, 2017, have a weighted average estimated fair value of $35.65 per share, using the Black-Scholes option-pricing model with the following weighted average assumptions:

Risk-free interest rate

1.95%

Expected life (years)

5.4

Expected volatility

22.7%

Dividend yield

1.24%

Fiscal 2016

On January 15, 2016, FactSet granted 22,559 stock options to the Company’s non-employee Directors, including a one-time new director grant of 2,417 for Laurie Siegel, who was elected to FactSet’s Board of Directors on December 15, 2015. All of the options granted on January 15, 2016, have a weighted average estimated fair value of $31.03 per share, using the Black-Scholes option-pricing model with the following weighted average assumptions:

Risk-free interest rate

1.62%

Expected life (years)

5.4

Expected volatility

23.0%

Dividend yield

1.05%

Fiscal 2015

On January 15, 2015, FactSet granted 13,842 stock options to the Company’s non-employee Directorsdirectors 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

%

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 stockstock 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.

 

Q1 201Fiscal 2015

7

5,084 9,384 restricted stock units with a fair value of $127.88 were granted on November 3, 2014.

841 shares of restricted stock withwere granted at a weighted average estimated fair value of $124.18 were granted on November 3, 2014.$151.63 per share.

Q2 2017

7,843 15,070 shares of restricted stock withwere granted at a weighted average estimated fair value of $132.71 were granted on December 17, 2014.$161.31 per share.

Q3 2017

No 1,724 restricted stock units with a fair value of $145.01 were granted on February 9, 2015.granted.

Q4 2017

49,473 21,294 shares of restricted stock withwere granted at a weighted average estimated fair value of $140.88 were granted on February 9, 2015.$158.46 per share.

Q1 2016

93,120 397 shares of restricted stock withwere granted at a weighted average estimated fair value of $151.50 were granted on May 1, 2015.$159.46 per share.

Q2 2016

448 shares ofNo 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..

 


 

Q3 2016

255 shares of restricted stock were granted at a weighted average estimated fair value of $146.20 per share.

Q4 2016

3,944 shares of restricted stock were granted at a weighted average estimated fair value of $164.77 per share.

Q1 2015

10,225 shares of restricted stock were granted at a weighted average estimated fair value of $127.58 per share.

Q2 2015

38,088 shares of restricted stock were granted at a weighted average estimated fair value of $137.83 per share.

Q3 2015

845 shares of restricted stock were granted at a weighted average estimated fair value of $152.77 per share.

Q4 2015

5,704 shares of restricted stock were granted at a weighted average estimated fair value of $157.84 per share.

Employee Stock Purchase Plan Fair Value Determinations

During fiscal 2015,2017, employees purchased 75,372 shares at a weighted average price of $136.34 compared to 73,072 shares at a weighted average price of $131.14 in fiscal 2016 and 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 in fiscal 2013.2015. Stock-based compensation expense recorded during fiscal 2015, 2014,2017, 2016 and 20132015 relating to the employee stock purchase plan was $2.1 million, $1.9 million and $1.5 million, $1.3 million and $1.2 million, respectively.

 

The Company uses the Black-ScholesBlack-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 2017, 2016 and 2015, 2014were $28.16, $26.87 and 2013 were $24.05 $17.76 and $15.79 per share, respectively, with the following weighted average assumptions:

 

  

2015

  

2014

  

2013

 

Risk-free interest rate

  0.03

%

  0.04

%

  0.07

%

Expected life (months)

  3   3   3 

Expected volatility

  16.3

%

  9.8

%

  9.8

%

Dividend yield

  1.15

%

  1.38

%

  1.38

%

  

2017

  

2016

  

2015

 

Risk-free interest rate

  0.69

%

  0.22

%

  0.03

%

Expected life (months)  3   3   3 

Expected volatility

  8.6

%

  10.7

%

  16.3

%

Dividend yield

  1.25

%

  1.18

%

  1.15

%

 

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’sCompany’s determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, interest rates, option forfeiture rates and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable.

 

16. 17. INCOME TAXES

 

Income tax expense is based on taxable income determined in accordance with current enacted laws and tax rates. Deferred income taxes are recorded for the temporary differences between the financial statement and tax bases of assets and liabilities using currently enacted tax rates.

 


Provision for Income Taxes

 

The provision for income taxestaxes is as follows (in thousands):follows:

 

Years Ended August 31,

 

2015

  

2014

  

2013

 
 

Years ended August 31,

 

(in thousands)

 

2017

  

2016

  

2015

 

U.S. operations

 $263,411  $242,839  $220,778  $218,650  $353,434  $263,411 

Non-U.S. operations

  70,343   60,625   50,132   125,662   107,559   70,343 

Income before income taxes

 $333,754  $303,464  $270,910  $344,312  $460,993  $333,754 
                        

U.S. operations

 $88,147  $81,998  $61,328  $65,403  $106,671  $88,147 

Non-U.S. operations

  4,556   9,923   10,945   20,650   15,507   4,556 

Total provision for income taxes

 $92,703  $91,921  $72,273  $86,053  $122,178  $92,703 

Effective tax rate

  27.8%  30.3%  26.7%  25.0%  26.5%  27.8%

 

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

 

Years Ended August 31,

 

2015

  

2014

  

2013

 
 

Years ended August 31,

 

(in thousands)

 

2017

  

2016

  

2015

 

Current

                        

U.S. federal

 $82,885  $77,368  $52,625  $58,057  $97,703  $82,885 

U.S. state and local

  4,419   3,972   3,309   5,659   4,917   4,419 

Non-U.S.

  6,368   10,350   11,188   17,458   15,030   6,368 

Total current taxes

 $93,672   91,690  $67,122  $81,174   117,650  $93,672 
            

Deferred

                        

U.S. federal

 $720  $547  $5,036  $4,320  $3,915  $720 

U.S. state and local

  123   111   358   (77)  136   123 

Non-U.S.

  (1,812

)

  (427

)

  (243

)

  636   477   (1,812

)

Total deferred taxes

 $(969

)

 $231  $5,151  $4,879  $4,528  $(969

)

Total provision for income taxes

 $92,703  $91,921  $72,273  $86,053  $122,178  $92,703 

 


 

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 beforebefore income taxes as a result of the following factors (expressed as a percentage of income before income taxes):factors:

 

Years Ended August 31,

 

2015

  

2014

  

2013

 
 

Years ended August 31,

 

(expressed as a percentage of income before income taxes)

 

2017

  

2016

  

2015

 
       

Tax at U.S. Federal statutory tax rate

  35.0

%

  35.0

%

  35.0

%

  35.0

%

  35.0

%

  35.0

%

Increase (decrease) in taxes resulting from:

                        

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

  1.6   1.8   2.0   1.8   1.5   1.6 

Foreign income at other than U.S. rates

  (3.0

)

  (2.9

)

  (2.5

)

  (7.0

) (1)

  (5.0

) (2)

  (3.0

)

Domestic production activities deduction

  (2.2

)

  (2.1

)

  (2.6

)

  (2.1

)

  (1.5

)

  (2.2

)

Income tax benefits from R&D tax credits

  (2.7

)

  (1.1

)

  (4.1

)

  (3.3

)

  (3.6

)

  (2.7

)

Income tax benefits from foreign tax credits

  (0.3

)

  (0.4

)

  (1.2

)

  (0.3

)

  (0.2

)

  (0.3

)

Other, net

  (0.6

)

  0.0   0.1   0.9   0.3   (0.6

)

Effective tax rate

  27.8

%

(1)  30.3

%

  26.7

%(2)

  25.0

%

  26.5

% (3)

  27.8

% (4)

 

 

(1)

Includes(1)a 200 basis point benefit as a result of FactSet’s global realignment. Effective September 1, 2016, FactSet realigned certain aspects of its global operations from FactSet Research Systems Inc., its U.S. parent company, to FactSet UK Limited, a U.K. operating company, to better position the Company to serve its growing client base outside the U.S. This realignment allows the Company to further implement strategic corporate objectives and helps achieve operational and financial efficiencies, while complementing FactSet’s increasing global growth and reach.

(2)

Includes a portion of the gain from the sale of the Market Metrics business that was not taxable in the UK

(3)

The fiscal 20152016 effective tax rate of 27.826.5% includes income tax benefits of $10.5 million primarily from the permanent reenactment of the U.S. Federal R&D Tax Credit (the “R&D tax credit”) in December 2015%, finalizing the fiscal 2015 tax returns and other discrete items.The reenactment of the R&D tax credit was retroactive to January 1, 2015, and eliminates the yearly uncertainty surrounding the extension of the credit.

(4)

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”) credit in December 2014,finalizing prior yearthe fiscal 2014 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 inwithin the Consolidated Balance Sheets were as follows (in thousands):follows:

 

At August 31,

 

2015

  

2014

 
 

At August 31,

 

(in thousands)

 

2017

  

2016

 

Current

                

Receivable reserve

 $541  $597  $811  $531 

Deferred rent

  794   1,067   1,321   1,022 

Other

  770   177   536   1,605 

Net current deferred tax assets

 $2,105  $1,841  $2,668  $3,158 

Non-current

                

Depreciation on property, equipment and leasehold improvements

 $10,880  $9,831  $2,220  $5,194 

Deferred rent

  5,108   3,572   10,294   9,626 

Stock-based compensation

  17,562   18,160   20,117   19,927 

Purchased intangible assets, including acquired technology

  (17,533

)

  (10,750

)

  (32,742

)

  (24,645

)

Other

  4,582   1,564   7,523   3,304 

Net non-current deferred tax assets

 $20,599  $22,377  $7,412  $13,406 

Total deferred tax assets

 $22,704  $24,218  $10,080  $16,564 

 

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

 

At August 31,

 

2015

  

2014

 
 

At August 31,

 

(in thousands)

 

2017

  

2016

 

Current

                

Other

 $562  $  $2,382  $291 

Net current deferred tax liabilities

 $562  $  $2,382  $291 

Non-current

                

Stock-based compensation

 $(815

)

 $ 

Purchased intangible assets, including acquired technology

 $1,886  $3,478   26,231   1,666 

Stock-based compensation

     (860

)

Other

  (189

)

  303   (524)  42 

Net non-current deferred tax liabilities

 $1,697  $2,921  $24,892  $1,708 

Total deferred taxliabilities

 $2,259  $2,921  $27,274  $1,999 

 

No U.S. income taxes have been provided on filing-basis undistributed foreign eaA provision hasrnings and profits of $223.6 million as of August 31, 2017, as FactSet plans to permanently reinvest these amounts and use the earnings to fund non-U.S. operations and working capital needs as well as facilities overseas. These needs include, but are not been made for additional U.S. Federal taxes as alllimited to, capital expenditures and acquisitions intended to further FactSet’s global growth strategy. At each reporting period, FactSet assesses its position with regard to undistributed foreign earnings of its subsidiaries. To the extent that earnings can no longer be indefinitely reinvested, the Company will accrue the tax impact, if any, attributable to those earnings, including the impact of foreign subsidiariestax credits, at such time. If such earnings are consideredrepatriated, additional tax expense may result, although the flexibility inherent in the U.S. Internal Revenue Code may permit the ultimate distribution to be invested indefinitely or will be repatriated freetax-free depending on the nature of additional tax. Thethe distribution. Therefore the Company does not believe it is practicable to estimate, with reasonable accuracy, the hypothetical amount of such undistributed earnings of these foreign subsidiaries included in consolidated retained earnings was immaterial at August 31, 2015 and 2014. As such, the unrecognized deferred tax liability on thoseits undistributed foreign earnings was immaterial. These earnings could become subjectgiven the many factors and assumptions necessary to additional tax if they are remitted as dividends, loaned to FactSet, or upon saleestimate the amount of the subsidiary’s stock.federal income tax that may be payable in the future on the undistributed earnings.

 


Unrecognized Tax Positions

 

Applicable accounting guidance prescribes a comprehensive model for the financial statement recognition, measurement, classification and disclosure of uncertain tax positions that a company has taken or expects to take on a tax return. A company can recognize the financial effect of an income tax position only if it is more likely than not (greater than 50%) that the tax position will prevail upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit or expense can be recognized in the consolidated financial statements. The tax benefits recognized are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Additionally, companies are required to accrue interest on all tax exposures for which reserves have been established consistent with jurisdictional tax laws.

 

As of August 31, 2015,2017, the Company had gross unrecognized tax benefits totaling $6.8$11.5 million, including $1.5 million of accrued interest, recorded as Taxes Payable (non-current) on the Consolidated Balance Sheet. As of August 31, 2016, the Company had gross unrecognized tax benefits totaling $8.8 million, including $1.3 million of accrued interest, recorded as non-current taxes payable inTaxes Payable (non-current) on 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.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 less than $0.2 million $0.1 million and less than $0.1 million duringin each of the fiscal years ended August 31, 2017, 2016 and 2015, 2014 and 2013, respectively.


 

Unrecognized tax benefits represent tax positions taken on tax returns but not yet recognized in the consolidatedconsolidated financial statements. When applicable, the Company adjusts the previously recorded tax expense to reflect examination results when the position is ultimately settled. The Company regularly engages in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. It is reasonably possible that certain federal, foreign, and state tax matters may be concluded in the next 12 months. However, FactSet has no reason to believe that such audits will result in the payment of additional taxes and/or penalties that would have a material adverse effect on the Company’s results of operations or financial position, beyond current estimates. Any changes in accounting estimates resulting from new developments with respect to uncertain tax positions will be recorded as appropriate. The Company does not currently anticipate that the total amounts of unrecognized tax benefits will significantly change within the next 12 months.

 

The following table summarizes the changes in the balance of gross unrecognized tax benefits (in thousands):benefits:

 

Unrecognized income tax benefits at August 31, 2012

 $5,464 

Additions based on tax positions related to the current year

  1,372 

Additions for tax positions of prior years

  986 

Statute of limitations lapse

  (1,103)

Reductions from settlements with taxing authorities

  (1,284)

Unrecognized income tax benefits at August 31, 2013

 $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)

(in thousands)

    

Unrecognized income tax benefits at August 31, 2014

 $5,501  $5,501 

Additions based on tax positions related to the current year

  962   962 

Additions for tax positions of prior years

  1,122   1,122 

Statute of limitations lapse

  (809)  (809)

Unrecognized income tax benefits at August 31, 2015

 $6,776  $6,776 

Additions based on tax positions related to the current year

  1,779 

Additions for tax positions of prior years

  1,436 

Statute of limitations lapse

  (1,209)

Unrecognized income tax benefits at August 31, 2016

 $8,782 

Additions based on tax positions related to the current year

  3,896 

Additions for tax positions of prior years

  628 

Statute of limitations lapse

  (1,822)

Unrecognized income tax benefits at August 31, 2017

 $11,484 

 

In the normal course of business, the Company’sCompany’s tax filings are subject to audit by federal, state and foreign tax authorities. At August 31, 2015,2017, 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

20132014 through 20152017

State (various)

2010 through 20152017

  

Europe

 

United Kingdom

20132014 through 20152017

France

2016 through 2017

Germany

2012 through 20152017

 


17.18. DEBT

 

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

 

At August 31,

 

2015

  

2014

 

2015 Revolving Credit Facility(maturity date of September 21, 2018)

 $35,000  $ 

Total Outstanding Debt at fiscal year-end

 $35,000  $ 
  

At August 31,

 

(in thousands)

 

2017

  

2016

 

2017 Revolving Credit Facility (maturity date of March 17, 2020)

  575,000    

2015 Revolving Credit Facility (maturity date of September 21, 2018)

 $  $300,000 

Total Outstanding Debt

 $575,000  $300,000 

 

On February 6, 2015,March 17, 2017, the Company entered into a Credit Agreement (the “Credit2017 Credit Agreement”) between FactSet, as the borrower, and PNC Bank, of America, N.A.National Association (“PNC”), as the lender (the “Lender”). At that date, theadministrative agent and lender. The 2017 Credit Agreement providedprovides for a $35.0$575.0 million revolving credit facility (the “Revolving“2017 Revolving Credit Facility”), under which the Company could. FactSet may request borrowings. The Credit Agreement also allowed FactSet to arrange for additional borrowings for an aggregate amount of up to $265.0 million provided that any such request for additional borrowings was in a minimum amount of $25.0 million.

For purposes of funding its acquisition of Code Red on February 6, 2015, FactSet borrowed $35.0 million in the form of a Eurodollar rate loan (the “Loan”) under the 2017 Revolving Credit Facility. The proceeds of the Loan made under the Credit Agreement could be used for permitted acquisitions and general corporate purposes. There are no prepayment penalties if the Company elects to prepay the Loan prior toFacility until its scheduled maturity date. The principal balance is payable in full on the maturity date. The $35.0 million borrowed under the Loan bears interest on the outstanding principal amount at a rate equal to the Eurodollar rate plus 0.50% and is reported as long-term debt within the Consolidated Balance Sheet at August 31, 2015. The Eurodollar rate is defined in the Credit Agreement as the rate per annum equal to one-month LIBOR. Interest on the Loan is payable quarterly in arrears and on the maturity date. During fiscal 2015 the Company paid approximately $0.1 million in interest on its outstanding Loan amount.

On September 21, 2015, the Company amended the Credit Agreement to borrow an additional $265.0 million (the “Second Amendment) in order to fund FactSet’s acquisition of Portware, LLC (“Portware”) which was announced on September 22, 2015, and closed on October 16, 2015. The maturity date on all outstanding loan amounts (which total $300.0 million as of October 30, 2015) is September 21, 2018.March 17, 2020. The Second Amendment2017 Credit Agreement also allows FactSet, subject to certain requirements, to arrange for additional borrowings with the LenderPNC for an aggregate amount of up to $400.0$225.0 million, provided that any such request for additional borrowings must be in a minimum amount of $25.0 million. For more informationBorrowings under the loan bear interest on the Portwareoutstanding principal amount at a rate equal to the daily LIBOR rate plus 1.00%. Interest on the loan outstanding is payable quarterly in arrears and on the maturity date. There are no prepayment penalties if the Company elects to prepay the outstanding loan amounts prior to the scheduled maturity date. The principal balance is payable in full on the maturity date.


In conjunction with FactSet’s entrance into the 2017 Credit Agreement, the Company borrowed $575.0 million in the form of a LIBOR rate loan under the 2017 Revolving Credit Facility and retired the outstanding debt under its previous credit agreement between FactSet, as the borrower, and Bank of America, N.A., as the lender. The total principal amount of the debt outstanding at the time of retirement was $365.0 million and there were no prepayment penalties. Proceeds from the 2017 Revolving Credit Facility were also used to fund FactSet’s acquisition seeof BISAM.

All outstanding loan amounts are reported as Note 21,Subsequent Events.Long-term debt within the Consolidated Balance Sheet at August 31, 2017. During fiscal 2017 and 2016, we paid approximately $8.4 million and $3.1 million in interest on its outstanding debt amounts, respectively. The principal balance is payable in full on the maturity date.

 

As of August 31, 2015,2017, no commitment fee was owed by FactSet since it borrowed the then-fullfull amount ofunder the Revolving2017 Credit Facility on February 6, 2015. Other fees incurred by the Company, such asAgreement. In fiscal 2017, FactSet incurred approximately $0.4 million in legal costs to draft and review the 2017 Credit Agreement, totaled less than $0.1 million andAgreement. These costs were capitalized as loan origination fees. These loan origination fees and are being amortized into interest expense over the term of the Loan (three years)loan using the effective interest method and totaled less than $0.1 million in fiscal 2015.method.

 

The 2017Credit Agreement containscontained covenants restricting certain FactSet activities, which are usual and customary for this type of loan.Inloan.

In addition, the 2017 Credit Agreement requiresrequired that FactSet must maintain a consolidated leverage ratio, as measured by total fundedfunded debt/EBITDA below a specified level as of the end of each fiscal quarter. The Company was in compliance with all of the covenants of the 2017 Credit Agreement as of August 31, 2015.

18.COMMITMENTS AND CONTINGENCIES2017.

 

19. COMMITMENTS AND CONTINGENCIES

Commitments represent obligations, such as those for future purchases of goods or services that are not yet recorded on the balance sheet as liabilities. FactSet records liabilities for commitments when incurred (i.e.(i.e., when the goods or services are received).

 

Lease Commitments

 

At August 31, 2015, the Company leases31, 2017, FactSet leased approximately 202,0001,143,000 square feet of office space at its headquarters in Norwalk, Connecticut. In addition, FactSetunder various non-cancelable operating leases office space for its U.S. reportable segment in New York, New York; Boston, Massachusetts; Chicago, Illinois; San Francisco, California; Austin, Texas; Jackson, Wyoming; Atlanta, Georgia; Tuscaloosa, Alabama; Newark, Ridgewood and Piscataway, New Jersey; Manchester, New Hampshire; Reston, Virginia, Youngstown, Ohio, and Toronto, Canada. The Company’s European segment operates in leased office space in London, England; Paris and Avon, France; Amsterdam, the Netherlands; Frankfurt, Germany; Dubai, United Arab Emirates; Milan, Italy; and Riga, Latvia. Office space in Tokyo, Japan; Hong Kong; Singapore; Mumbai, India; and Sydney, Australia are leased by FactSet for its Asia Pacific operating segment. The data content collection centers located in Hyderabad, India and Manila, the Philippines benefit all of the Companies operating segments. The leaseswhich expire on various dates through 2031. Total minimum rental payments associated with the leases are recorded as rent expense (a component of selling, general and administrative expenses)Selling, General & Administrative expense) on a straight-line basis over the periods of the respective non-cancelable lease terms. Future minimum commitments for the Company’s operating leases in place as of August 31, 2017 are as follows:

 


Years ended August 31, (in thousands)

 

Minimum Lease

Payments

 
    

2018

  38,056 

2019

  35,627 

2020

  27,834 

2021

  20,836 

2022

  20,215 

Thereafter

  139,099 

Total

 $281,667 

 

During fiscal 2015, 20142017, 2016 and 2013,2015, rent expense (including operating costs) for all operating leases amounted to $38.6$48.4 million, $37.7$43.2 million and $36.2$38.6 million, respectively. At August 31, 20152017 and 2014,2016, deferred rent reported within the consolidated balance sheetConsolidated Balance Sheets totaled $20.9$37.4 million and $18.3$34.4 million, of which $18.4$33.5 million and $14.9$31.2 million, respectively, was reported as a non-current liability within the line itemDeferred Rent and Other Non-Current Liabilities.Liabilities.

 

Approximately $1.0Approximately $1.9 million of standby letters of credit have been issued during the ordinary course of business in connection with the Company’s current leased office space as of August 31, 2015.2017. 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, 20152017 and 2014,2016, FactSet was in compliance with all covenants contained in the standby letters of credit.

 

In fiscal 2015, FactSet entered into the following new lease agreements:

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

Hyderabad, India:

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

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

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

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

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

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


 

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

Years Ended August 31,

 

Minimum Lease

Payments

 

2016

 $22,695 

2017

  28,002 

2018

  27,373 

2019

  25,974 

2020

  20,129 

Thereafter

  145,929 

Total

 $270,102 

Purchase Commitments with Suppliers

 

Purchase obligations represent paymentspayments 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, 20152017 and 2014,2016, the Company had total purchase commitments with suppliers of $65.2$81.0 million and $53.3$67.5 million, respectively.

 


Contingencies

 

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 issubjectis subject to legal proceedings, claims and litigation arising in the ordinary course of business, including intellectual property litigation.Basedlitigation. Based on information available at August 31, 2017, 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'sconsolidatedCompany's consolidated financial position, its results of operations or its cash flows.

 

Income Taxes

Uncertain income tax positions are accounted for in accordance with applicable accounting guidance (see Note 16)17). FactSet is currently under audit by multiple tax authorities. The Companyauthorities and has reservedreserved for potential adjustments to its provision for income taxes that may result from examinations by, or any negotiated agreementssettlements with, these tax authorities, and theauthorities. The Company believes that the final outcome of these examinations or agreementssettlements will not have a material effect on its results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of tax benefits in the period FactSet determines the liabilities are no longer necessary. If the Company’s estimates of the federal, state, and foreign income tax liabilities are less than the ultimate assessment, a further charge to expense would result.

 

Indemnifications

As permitted or required under Delaware law and to the maximum extent allowable under that law, FactSet has certain obligations to indemnify its current and former officers and directors for certain events or occurrences while the officer or director is, or was serving, at FactSet’s request in such capacity. These indemnification obligations are valid as long as the director or officer acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The maximum potential amount of future payments FactSet could be required to make under these indemnification obligations is unlimited; however, FactSet has a director and officer insurance policy that it believes mitigates FactSet's exposure and may enable FactSet to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification obligations is immaterial.

 

19.RISKS20. RISKS AND CONCENTRATIONS OF CREDIT RISK

 

Financial Risk Management

 

Foreign Currency Exchange Risk

The Company is exposed to changes in foreign currency exchange rates, which could affect its operating results, financial position and cash flows. The Company’sCompany’s primary foreign currency market exposures include the British Pound Sterling, Euro, Japanese Yen, Indian Rupee and Philippine Peso. 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,Derivative Instruments, for additional analysis of the Company’s foreign currency exchange rate risk.

 


Interest Rate Risk

Cash and Cash Equivalents - The fair market value of the Company’sFactSet’s cash and investments at August 31, 20152017 was $182.4$227.2 million. FactSet’sThe Company’s cash and cash equivalents consist of demand deposits and money market funds with original maturities of three months or fewerless and are reported at fair value. The Company’s investments consist of certificates of deposits with original maturities greater than three months, but less than one year and, as such, are reportedclassified as short-term investments.Investments within the Consolidated Balance Sheet. It is anticipated that the fair market value of the Company’s portfolioits cash and investments will continue to be immaterially affected by fluctuations in interest rates. Preservation of principal is the primary goal of FactSet’s cash and investment policy. Pursuant to established investment guidelines, the Company tries to achieve high levels of credit quality, liquidity and diversification. Its investment guidelines do not permit FactSet to invest in puts, calls, strips, short sales, straddles, options, commodities, precious metals, futures or investments on margin. Because FactSetthe Company has a restrictive investment policy, its financial exposure to fluctuations in interest rates is expected to remain low. The Company does not believe that the value or liquidity of its cash and investments have been significantly impacted by the recent credit crisis.current market events.

 


Debt - As of August 31, 2015,2017, the fair value of the Company’sFactSet’s long-term debt was $35.0$575.0 million, which approximated its carrying amount given its floating interest rate basis and was determined based on quoted market prices for debt with a similar maturity. The debt bears interest on the outstanding principal amount at a rate equal to 0.50% plus the Eurodollar rate, which is defined in the agreement as the rate per annum equal to one-month LIBOR.ItIt is anticipated that the fair market value of the Company’sFactSet’s debt will continue to be immaterially affected by fluctuations in interest rates and FactSetit does not believe that the value of its debt has been significantly impacted by current market events. The debt bears interest on the outstanding principal amount at a rate equal to the daily LIBOR rate plus 1.00%. During the years ended August 31, 2017 and 2016, we recorded interest expense of $8.4 million and $3.1 million in interest on our outstanding debt amounts, respectively. Assuming all terms of the Company’s outstanding long-term debt remained the same, a hypothetical 25 basis point change (up or down) in the one-month LIBOR rate would result in a $1.4 million change in its annual interest expense.

 

Current market events have not required the Company to modify materially or change its financial risk management strategies with respectrespect 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 creditcredit 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, 2015,2017, 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, 2014.2016. At August 31, 20152017 and 2014,2016, the receivable reserve was $1.6$2.7 million and $1.7$1.5 million, respectively.respectively.

 

Derivative Instruments

As a result of the use of derivative instruments, the Company is exposed to counterparty credit risk. FactSet has incorporatedincorporated 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 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 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 data sets that FactSet relies on have a limited number of suppliers, although the Company makes every effort to assure that, where reasonable, alternative sources are available. However, FactSet is not dependent on any one third party data supplier in order to meet the needs of its clients. FactSet combines the data from these commercial databases into its own dedicated single online service, which the client accesses to perform their analysis. No single vendor or data supplier represented more than 10% or more of FactSet's total data expenses in any fiscal year presented.

 


20.

21. UNAUDITED QUARTERLY FINANCIAL DATA

 

The following table presents selected unaudited financial informationinformation for each of the quarterly periods in the years ended August 31, 20152017 and 2014.2016. The results for any quarter are not necessarily indicative of future quarterly results and, accordingly, period-to-period comparisons should not be relied upon as an indication of future performance (in thousands, except per share data).performance.

 

Fiscal 2015

 

First

Quarter

  

Second

Quarter

  

Third

Quarter

  

Fourth

Quarter

 

Fiscal 2017 (in thousands, except per share data)

 

First

Quarter

  

Second

Quarter

  

Third

Quarter

  

Fourth

Quarter

 

Revenues

 $242,676  $247,792  $254,522  $261,779  $288,063  $294,354  $312,120  $326,642 

Cost of services

  97,543   99,516   100,686   107,595  $127,250  $131,635  $146,426  $161,269 

Selling, general and administrative

  64,873   67,628   68,480   68,531  $70,494  $70,973  $78,052  $82,945 

Operating income

  80,260   80,648   85,356   85,653  $90,319  $91,746  $87,642  $82,428 

Net income

  55,860   61,598   61,409   62,184  $66,583  $66,710  $65,414  $59,552 

Diluted earnings per common share(1)

 $1.32  $1.46  $1.45  $1.48  $1.66  $1.68  $1.66  $1.52 

Weighted average common shares (diluted)

  42,340   42,306   42,297   41,995   40,100   39,700   39,457   39,281 

 

 

(1)

Diluted earnings per common share is calculated independently for each of the periods presented. Accordingly, the sum of the quarterly earnings per share EPS amounts may not equal the total for thefiscalyear.


Fiscal 2016 (in thousands, except per share data)

 

First

Quarter

  

Second

Quarter

  

Third

Quarter

  

Fourth

Quarter

 

Revenues

 $270,504  $281,796  $287,501  $287,291 

Cost of services

 $114,736  $123,911  $124,602  $124,160 

Selling, general and administrative

 $68,460  $72,541  $73,609  $75,397 

Operating income

 $87,308  $85,344  $89,290  $87,734 

Net income

 $59,965  $67,763  $66,781  $144,306 

Diluted earnings per common share(1)

 $1.43  $1.63  $1.62  $3.55 

Weighted average common shares (diluted)

  42,063   41,536   41,189   40,673 

 

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 shareEPS amounts may not equal the total for thefiscalyear.

 

21. SUBSEQUENT EVENTS

As previously announced, on September 21, 2015, FactSet agreed to acquire (the “Acquisition”) all of the issued and outstanding membership interests of Portware pursuant to a Securities Purchase Agreement by and among FactSet, Long Ridge Equity Partners I, LP, Long Ridge Offshore Subsidiary Holdings, LLC, Portware Investors Parallel Holdings LLC, Portware, Long Ridge Portware Holdings, Inc. and the Individual Sellers (as defined therein). On October 16, 2015, the Company completed the Acquisition for $265.0 million in cash, less certain adjustments set forth in the Securities Purchase Agreement, including, among others, a customary working capital adjustment. FactSet funded the Acquisition by borrowing $265.0 million on October 16, 2015 under its existing revolving credit facility, which it had amended on September 21, 2015.

With the acquisition of Portware, FactSet will offer a platform that will increase value to global asset managers by expanding its capabilities to include multi-asset trade automation. Revenue from Portware will be recognized based on geographic business activities in accordance with how the Company’s operating segments are currently aligned. The Company expects the majority of the purchase price to be allocated to goodwill and acquired intangible assets. The pro forma financials that may be required in connection with the Acquisition have not been included as the valuation of certain assets and liabilities is ongoing as of the date of this Form 10-K.


 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND

FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of the Company’sCompany’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

 

There have beenbeen 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 20152017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

In fiscal 2017, we acquired BI-SAM Technologies (“BISAM”), FactSet Digital Solutions and Vermilion Holdings Limited (“Vermilion”). Refer to Note 8, Business Combinations, in the Notes to the Consolidated Financial Statements for further discussion of the acquisitions. We are currently in the process of integrating the internal controls and procedures of Vermilion and BISAM into our internal controls over financial reporting. As provided under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the Securities and Exchange Commission, we will include the internal controls and procedures of Vermilion and BISAM in our annual assessment of the effectiveness of our internal control over financial reporting for our 2018 fiscal year.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of August 31, 2017, except for the internal controls of BISAM, FactSet Digital Solutions and Vermilion which, in aggregate, constituted 4.8% of net assets (excluding goodwill and intangible assets) and 4.5% of revenues as included in FactSet’s Consolidated Financial Statements for the year ended August 31, 2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of August 31, 2017.

Management’s Report on Internal Control over Financial Reporting

 

See Management’sManagement’s Report on Internal Control over Financial Reporting under Item 8 on page 45.44.

 

Report of Independent Registered Public Accounting Firm

 

See Report of Independent Registered Public Accounting Firm under Item 8 on page 47.46.

 

ITEM 9B. OTHER INFORMATION

 

None.

 


 

PART III

 

ITEM 10. DIRECTORS,EXECUTIVE OFFICERSAND CORPORATE GOVERNANCE

 

The information requiredrequired by this item relating to ourFactSet’s directors and nominees, regarding compliance with Section 16(a) of the Securities Act of 1934, and regarding ourits 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, 2015,2017, 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 ourto FactSet’s executive officers is included under the caption “Executive Officers” of the Company’s definitive Proxy Statement dated October 30, 2015,2017, all of which information is incorporated herein by reference.

 

The Company hasWe have adopted a code of ethics that applies to ourits principal executive officer and all members of ourits 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 withFactSet’s website. The Corporate Governance Guidelines and the charters of committees of ourits Board of Directors.Directors, including the Audit Committee, Compensation and Talent Committee and Nominating and Corporate Governance Committee are also available on FactSet’s website. The Internet address for ourthe Company’s 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 ourFactSet’s “Code of Business Conduct and Ethics,” also posted on the “Corporate Governance” page of ourthe 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 intendThe Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on ourits website, at the address and general location specified above.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The information required by this item relating to ourFactSet’s executive compensation is included under the caption “Executive Compensation” contained in the definitive Proxy Statement dated October 30, 2015,2017, all of which information is incorporated herein by reference.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS

 

The informationinformation required by this item relating to security ownership of certain beneficial owners and management is included under the caption “Security Ownership of Certain Beneficial Owners and Management” and the information required by this item relating to securities authorized for issuance under equity compensation plans is included under the caption “Equity Compensation Plan Information,” in the definitive Proxy Statement dated October 30, 2015,2017, 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 “CertainCertain Relationships and Related Transactions” and the information required by this item relating to director independence is included under the caption “Corporate Governance” contained in the definitive Proxy Statement dated October 30, 2015,2017, all of which information is incorporated herein by reference.

 

ITEM 14. PRINCIPAL ACCOUNTINGACCOUNTING FEES AND SERVICES

 

The information required by this item is included under the caption “ProposalProposal 2: Ratification of Independent Registered Public Accounting Firm” in the definitive Proxy Statement dated October 30, 2015,2017, all of which information is incorporated herein by reference.

 


 

PART IV

 

ITEM 15. EXHIBITS,,FINANCIAL STATEMENT SCHEDULES

 

1.

Consolidated Financial Statements

 

The Index to Consolidated Financial Statements under Item 8 on page 44 is incorporated herein by reference as the list of financial statements required as part of this report.

 

2.

Financial Statement Schedule

 

Schedule II – Valuation and Qualifying Accounts

 

Years Endedended August 31, 2015, 2014,2017, 2016 and 20132015 (in thousands):

  

Receivable reserveand billing adjustments(1)

 

Balance at Beginning of Year

  

Charged to Expense/

Against Revenue

  

Write-offs,

Net of Recoveries

  

Balance at

End of Year

 

2015

 $1,662  $2.268  $2,350  $1,580 

2014

 $1,644  $2,135  $2,117  $1,662 

2013

 $1,830  $1,580  $1,766  $1,644 

Receivable reserve and billing adjustments(1)

 

Balance at

Beginning of Year

  

Charged to Expense/

Against Revenue

  

Write-offs,

Net of Recoveries

  

Balance at

End of Year

 

2017

 $1,521  $3,381  $2,164  $2,738 

2016

 $1,580  $1,917  $1,976  $1,521 

2015

 $1,662  $2,268  $2,350  $1,580 

 

��

 

(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.

 

AdditionalAdditional 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

  

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

10.3

  

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

10.4

 

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

10.5

 

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

10.6

 

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

10.710.7

  

The FactSet Research Systems Inc. 2008 Employee Stock Purchase Plan, as Amended and Restated (910)

21

  

Subsidiaries of FactSet Research Systems Inc.

23.123

  

Consent of Ernst & Young LLP

23.2

Consent of PricewaterhouseCoopers LLP

31.1

  

Section 302 Certification of Principal Executive Officer

31.2

  

Section 302 Certification of Principal Financial Officer

32.1

  

Section 906 Certification of Principal Executive Officer

32.2

  

Section 906 Certification of Principal Financial Officer

101.INS*

 

XBRL Instance Document

101.SCH*

 

XBRL Taxonomy Extension Schema

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase

 

(1)

Incorporated by reference to the Company’sCompany’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 periodic report on Form 8-K, filed on December 17, 2013.

(5)

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

(6)

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

(7)

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

(8)

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

(9)

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

  

(2)(10)

Incorporated by reference to the Company’s annual report on Form 10-K for fiscal year 2001.

Company(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 periodic report on Form 8-K, filed on December 17, 2013.

(5)

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

(6)

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

(7)

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

(8)

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

(9)

Incorporated by reference to the Company’s’s Registration Statement on Form S-8 (File No. 333-201498). 


 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

FACTSET RESEARCH SYSTEMS INC.

 

(Registrant)

  

Date: October 30, 20152017

/s/ F. PHILIP SNOW

 

F. Philip Snow

 

Chief Executive Officer

 

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

 

Name

 

Title

Date

 
     

//S/s/ F. PHILIP SNOW

 

Chief Executive Officer and Director

October 30, 20152017

 

F. Philip Snow

 (Principal Executive Officer)  
     

/s/ MAURIZIO NICOLELLI

 

Senior Vice President, Chief Financial Officer

October 30, 2015

2017
 

Maurizio Nicolelli

 (Principal Financial Officer)   
     

/s/ MATTHEW J. MCNULTY

 

Vice President, Controller

October 30, 2015

2017
 

Matthew J. McNulty

 (Principal Accounting Officer)  
     

/S/ s/ PHILLIP A. HADLEY

 

Chairman

October 30, 2015

2017
 

Philip A. Hadley

    
     

/S/ s/ JAMES J. MCGONIGLE

 

Lead Independent Director

October 30, 2015

30, 2017
 

James J. McGonigle

    
     

/S/ s/ ROBIN A. ABRAMS  

 

Director

October 30, 2015

30, 2017
 

Robin A. Abrams

    
     

/S/ s/ SCOTT A. BILLEADEAU

 

Director

October 30, 201530, 2017

 

Scott A. Billeadeau

    
     

/S/ JOSEPH E. LAIRD, JR.s/ MALCOLM FRANK      

 

Director

October 30, 201530, 2017

 
Joseph E. Laird, Jr.

Malcolm Frank

    
     

/S/ WALTER F. SIEBECKERs/ SHEILA B. JORDAN       

 

Director

October 30, 201530, 2017

 
Walter F. Siebecker

Sheila B. Jordan

    
     

/s/ JOSEPH R.ZIMMELLAURIE SIEGEL     

 

Director

October 30, 201530, 2017

 
Joseph R. Zimmel

Laurie Siegel

    
     

/s/ JOSEPH R. ZIMMEL       

Director

October 30, 2017

Joseph R. Zimmel

 

 

89