FactSet Research Systems (FDS) 10-K risk factor changes: FY2015 vs FY2014
The 2015-08-31 10-K against the 2014-08-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A41 rewritten4 added10 removed61 unchanged
All filing items1,057 rewritten764 added554 removed1,311 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 764 added, 554 removed, 1,057 rewritten and 1,311 unchanged across 20 items that differ.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2015; struck-through words were in FY2014. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
41 rewritten, 4 added, 10 removed, 61 unchanged
[removed: FactSet must] [added: _FactSet_ _must] continue to introduce new products and enhancements [removed: to maintain] [added: to_ _maintain] its technological [removed: position][added: position_]
The market for FactSet is characterized by rapid technological change, changes in client demands and evolving industry [removed: standards.][added: standards which can render existing products obsolete and unmarketable.]
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 [removed: the Company’s new products and enhancements] [added: they] may not adequately meet the requirements of the marketplace or achieve market acceptance.
[removed: FactSet] [added: _FactSet] must ensure the protection and privacy of client [removed: data][added: 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, [removed: their] misappropriation of client data by an employee or an external third party could occur, which could damage the Company’s reputation and ultimately its business.
[removed: Competition in] [added: _Competition in] FactSet’s [removed: industry may] [added: industry_ _may] cause price reductions or loss of market [removed: share][added: share_]
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 [removed: acquire] [added: attract] new business.
Competitive pricing pressures did not have a material impact on the Company’s results of operations during fiscal [removed: 2014] [added: 2015] or in any other fiscal year presented.
Weak economic conditions [removed: can] [added: may] also result in [removed: clients’] [added: clients] seeking to utilize lower-cost information that is available from alternative sources.
[removed: Volatility] [added: _Volatility] in the financial markets may delay the spending pattern of clients and reduce future ASV [removed: growth][added: growth_]
Sales cycles for FactSet [removed: can] [added: may] fluctuate and be extended in times where the financial markets are volatile.
The decision to purchase the FactSet service often requires management-level [removed: sponsorship.][added: sponsorship which often leads FactSet to engage in relatively lengthy sales efforts.]
Purchases (and incremental ASV) may therefore be delayed [removed: because] [added: as] uncertainties in the financial markets [removed: can] [added: 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 [added: typically] depends upon the size of the client.
[removed: Uncertainty, consolidation, and] [added: _U__ncertainty, consolidation_ _and] business failures in the global investment banking industry may [removed: cause FactSet to] [added: cause FactSet to] lose [removed: additional] clients and [removed: users][added: users_]
FactSet’s sell-side clients that perform M&A advisory work, capital markets services and equity research, account for approximately [removed: 17.4%] [added: 17.5%] of its revenues.
While improvements have been observed in the current fiscal year, the global investment banking industry continues to experience [removed: uncertainty, consolidation] [added: uncertainty] and [removed: business failures,] [added: consolidation,] which directly impacts the number of prospective clients and users within the [removed: investment banking] sector.
[removed: A] [added: _A] decline in equity [removed: returns and/or] [added: returns and/or] fixed income may [removed: impact the] [added: impact the] buying power of investment management [removed: clients][added: clients_]
Approximately [removed: 82.6%] [added: 82.5%] of the Company’s annual subscription value is derived from its investment management clients.
[removed: Increased] [added: _Increased] accessibility to free or relatively inexpensive information sources may reduce [removed: demand for FactSet][added: demand for FactSet_]
[removed: In recent years,] [added: Each year,] more [added: and more] free or relatively inexpensive information [removed: has become] [added: becomes] available, particularly through the Internet, and this trend may continue.
[removed: FactSet] [added: _FactSet] must hire and retain key qualified [removed: personnel][added: personnel_]
[removed: Exposure] [added: _Exposure] to fluctuations in currency exchange rates that could negatively impact financial results and cash [removed: flows][added: flows_]
The Company faces exposure to adverse movements in foreign currency exchange rates [removed: because 69%] [added: as 70%] of FactSet’s employees and [removed: 45%] [added: 48%] of its leased office space are located outside the U.S. These exposures may change over time as business practices evolve, and they could have a material adverse impact on the Company’s financial results and cash flows.
The Company’s primary exposures relate to expenses denominated in British Pound Sterling, Euros, Japanese Yen, Indian Rupee and [removed: Philippines] [added: Philippine] Peso.
This exposure has increased over the past 12 months primarily [removed: because] [added: as] the Company’s international employee base has risen [removed: 5%] [added: 12%] since August 31, [removed: 2013.][added: 2014 and represented 70% of the FactSet workforce at August 31, 2015.]
FactSet’s non-U.S. dollar denominated revenues expected to be recognized over the next twelve months are estimated to be [removed: $28] [added: $30.7] million while its non-U.S. dollar denominated expenses are [removed: $196] [added: estimated to be $205.4] million, which translates into a net foreign currency exposure of [removed: $168] [added: $174.7] million.
[removed: The] [added: _The] negotiation of contract terms supporting new and existing [removed: datasets] [added: data_ _sets] or [removed: products][added: products_]
Clients have access to the data and content found within [removed: these] [added: the FactSet] databases, which they can combine and utilize in nearly all of the Company’s applications.
These databases are important to the Company’s operations [removed: because] [added: as] they provide [removed: its] clients with key information such as company fundamentals, estimates, global equity ownership, M&A data, events and transcripts, earnings and other equity and fixed income data.
FactSet [removed: aggregates] [added: is a provider of global financial and economic information on companies worldwide, aggregating] third party content from more than [removed: 190] [added: 220] data suppliers, [removed: 90] [added: 100] news sources and 80 exchanges.
[removed: The] [added: FactSet has entered into third party content] agreements [added: with varying lengths, which] in some cases can be terminated on one year’s notice at predefined dates, [added: and] in other cases on shorter notice.
These [removed: datasets] [added: 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.
[removed: Third] [added: _Third] parties may [removed: claim FactSet infringes] [added: claim_ _FactSet_ _infringes] upon their intellectual property [removed: rights][added: rights_]
Responding to these claims may require the Company to enter into royalty and licensing agreements on less favorable terms, enter into settlements, [removed: require FactSet to] stop selling or to redesign affected products, or to pay damages or to satisfy indemnification commitments with the Company’s clients or vendors under contractual provisions of various license arrangements.
[removed: A] [added: _A] prolonged or recurring outage at FactSet’s data centers could result in reduced service and the loss of [removed: clients][added: clients_]
FactSet maintains back-up facilities for each of its major data centers to minimize the risk that any such event will disrupt [removed: operations.][added: operations, however, a loss of the Company’s services may induce its clients to seek alternative data suppliers and any such losses or damages incurred by FactSet could have a material adverse effect on its business.]
[removed: Resolution] [added: _Resolution] of ongoing and other probable audits by tax [removed: authorities][added: authorities_]
[removed: Adverse] [added: _Adverse] resolution of litigation or governmental investigations may harm [removed: FactSet’s operating results][added: FactSet’s operating results_]
Litigation can be expensive, [removed: lengthy,] [added: lengthy] and disruptive to normal business operations.
FactSet continues to experience intense competition across all markets for its products with competitors ranging in size from smaller, highly specialized, single-product businesses to multi-billion dollar companies.
FactSet seeks to maintain contractual relationships with a minimum of two content providers for each major type of financial data, though certain data sets on which FactSet relies have a limited number of suppliers.
The Company makes every effort, when reasonable, to locate alternative sources to ensure FactSet is not dependent on any one third party data supplier.
FactSet is not dependent on any one third party data supplier and no single vendor or data supplier represented more than 10% of FactSet's total data expenses in any fiscal year presented.
New technologies or industry standards can render existing products obsolete and unmarketable.
FactSet continues to experience intense competition across all markets for its products.
Its competitors range in size from multi-billion dollar companies to small, single-product businesses that are highly specialized.
As a result, FactSet often engages in relatively lengthy sales efforts.
Clients could encounter similar problems.
FactSet is a provider of global financial and economic information on companies worldwide.
The Company has entered into third party content agreements with varying lengths.
Certain datasets that FactSet relies on have a limited number of suppliers, although the Company makes every effort to assure that, where reasonable, alternative sources are available.
However, FactSet is not dependent on any one third party data supplier in order to meet the needs of its clients.
However, a loss of the Company’s services may induce its clients to seek alternative data suppliers and any such losses or damages incurred by FactSet could have a material adverse effect on its business.
An excerpt. Shown here: 40 of 41 rewritten, all 4 added and all 10 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2015 filing and the FY2014 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
241 rewritten, 265 added, 210 removed, 260 unchanged
| | [removed: \-] [added: ●] | Executive Overview |
| | [removed: \-] [added: ●] | Results of Operations |
| | [removed: \-] [added: ●] | Liquidity |
| | [removed: \-] [added: ●] | Capital Resources |
| | [removed: \-] [added: ●] | Foreign Currency |
| | [removed: \-] [added: ●] | Off-Balance Sheet Arrangements |
| | [removed: \-] [added: ●] | Share Repurchase Program |
| | [removed: \-] [added: ●] | Contractual Obligations |
| | [removed: \-] [added: ●] | Dividends |
| | [removed: \-] [added: ●] | Significant Accounting Policies |
| | [removed: \-] [added: ●] | Critical Accounting Estimates |
| | [removed: \-] [added: ●] | New Accounting Pronouncements |
| | [removed: \-] [added: ●] | Market Trends |
| | [removed: \-] [added: ●] | Forward-Looking Factors |
Our applications provide users access to company [removed: analysis,] [added: and industry analyses,] multicompany comparisons, [removed: industry analysis,] company screening, portfolio analysis, predictive risk measurements, alphatesting, portfolio optimization and simulation, real-time news and quotes and tools to value and analyze fixed income securities and portfolios.
With [removed: Microsoft] [added: Microsoft®] Office integration, wireless access and customizable options, we offer a complete financial workflow solution.
Investment management [added: (buy-side)] clients account for [removed: 82.6%] [added: 82.5%] of our annual subscription value (“ASV”), with the remainder from investment banking firms [added: (sell-side)] that perform [removed: M&A] [added: Mergers & Acquisitions (“M&A”)] advisory work, capital markets services and equity research.
[removed: Fiscal 2014 was a successful] [added: This fiscal] year [removed: for FactSet and represented] [added: marked] our [removed: 36th] [added: 37th] year of operation, our [removed: 34th] [added: 35th] consecutive year of [removed: positive] revenue growth and our [removed: 18th] [added: 19th] consecutive year of [removed: positive] earnings growth as a public company.
[removed: _2014] [added: _2015] Year in [removed: Review_][added: Review_]
Growth during fiscal [removed: 2014] [added: 2015] was driven by delivering [added: comprehensive] workflow solutions to our clients, improvements in the functionality of our product line including portfolio analytics, [added: enhancements to our technological infrastructure,] expansion of our proprietary [removed: data, persistent] [added: data and a continued] focus on client [removed: service, stabilization of our sell-side business and enhancements to our technological infrastructure.][added: service.]
As a result, each of [removed: our] [added: the following] key operating metrics experienced growth over the past 12 [removed: months.][added: months ($ in millions, except client and user counts):]
[added: Our President, 19-year FactSet veteran] Philip [removed: Snow] [added: Snow,] was named [removed: President,] [added: CEO,] effective July 1, [removed: 2014 and will be leading our sales and operations teams.][added: 2015.]
_Growth in [added: each] Key [removed: Metrics_][added: Metric_]
[removed: | | ● |] [added: _Net Income and] Diluted [removed: earnings] [added: Earnings] per [removed: share rose 11% to $4.92. |][added: Share_]
[removed: | | ● |] Annual client retention [removed: remained] [added: as of August 31, 2015 was] greater than 95% of [removed: ASV,] [added: ASV] and [removed: increased to 93%] [added: 94%] when expressed as a percentage of clients, [removed: up] [added: an increase] from [removed: 92% a year ago. |][added: 93% as of the end of fiscal 2014.]
[removed: | | ● | We] [added: During fiscal 2015, we] repurchased [removed: 2.5] [added: 1.7] million shares for [removed: $275] [added: $252.8] million under the existing share repurchase program [added: as compared to 2.5 million shares for $275.4 million] during fiscal 2014. [removed: |]
[removed: | | ● |] Capital expenditures were [removed: $17.7] [added: $25.7] million [removed: in] [added: during] fiscal [removed: 2014. |][added: 2015, up from $17.7 million a year ago.]
[removed: | | ● | $13.7 million or 78% of capital expenditures during fiscal 2014 were for computer equipment, as we continued to enhance our technological infrastructure.] The remaining 22% [added: of capital expenditures] was [removed: incurred] [added: used] primarily to [removed: fit-out of] [added: build out] our [removed: new office in] San [removed: Francisco, which was completed] [added: Francisco office] during [removed: the first quarter of] fiscal 2014. [removed: |]
| | ● | Listed in [removed: Crain's "Chicago's] [added: Crain’s “Chicago’s] Best Places to [removed: Work" for the second year in row.] [added: Work.”] |
| | ● | Named [added: as] one of the [removed: “Best] [added: “20 Great] Workplaces in Technology” by Great Place to [removed: Work’s Great Rated] [added: Work®.] |
[removed: Product] [added: _Product] Developments to Enhance our Workflow [removed: Solutions][added: 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 [removed: Equity,] [added: Equity] and Hedge Funds.
[removed: We continued our mission to evolve away] [added: Part of this investment includes Project NextGen, which has helped us transition] from large mainframe computers to a more distributed environment powered by a vast array of smaller, [removed: faster,] [added: faster] and more cost-effective machines.
[removed: Refinement] [added: Expansion] of our Proprietary Content
[removed: Fiscal 2014] [added: Highlights of fiscal 2015] enhancements to our proprietary content are [removed: highlighted] as follows:
[removed: Continued] [added: _Continued] Focus on Client [removed: Service][added: Service_]
Client service is a [removed: key] [added: vital] component of our business model.
We support our [removed: software] [added: powerful information and analytical applications] with a team of financial data and modeling experts.
According to our fiscal [removed: 2014] [added: 2015] global client satisfaction survey, 97% of respondents were satisfied or very satisfied with FactSet’s [removed: support.][added: support, consistent with the prior year.]
The depth of our [removed: software,] [added: knowledge,] the data behind the [removed: models,] [added: models] and the complex mathematics behind the answers each create an opportunity for us to forge close working relationships with our user community.
| | ● | Management Changes |
Fiscal 2015 was a successful year for FactSet as we once again attained record levels of revenue, operating income, net income and diluted earnings per share.
Our record results demonstrate the continued success of the FactSet brand.
We grew organic ASV by $88.4 million compared to $64.6 million a year ago, which resulted in an organic ASV growth rate of 9.2%, up from 7.3% last year.
Our ASV growth rate of 9.2% helped us surpass the $1 billion milestone in total ASV and end the year at $1.058 billion.
The acceleration in ASV to 9.2% was 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 record highs of 2,976 and 62,205, respectively, in fiscal 2015, including a quarterly record of 3,210 users during the fourth quarter.
| 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.
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.
In fiscal 2015, we introduced unique product innovations and applications across our segments which have improved the speed, usability and discoverability of our workstation.
In addition to making the application more intuitive, we also released new site-wide search functionality which allows users to discover reports and applications.
In support of data integrity, we released FactSet Portfolio Services to offer robust and transparent data reconciliations and standardized custom reporting options across regions and asset classes.
FactSet Geographical Revenue Exposure (GeoRev), a recently released data set, enhances the way a user can view company revenues by geographic country and regional categories.
_Content and Technology_
Our product capabilities and goals are not possible without investments in content.
We are focused on metrics that measure the impact of our content used by our clients; timeliness, accuracy, completeness, coverage and usage.
_FactSet Enterprise Data Governance_
As a major publisher of financial content, FactSet continues to optimize its data governance model by employing enterprise level standards for entity and security reference data.
Leveraging these enterprise standards enables us to connect effectively all of its proprietary and third party content through a consistent reference data framework.
This integration allows our client base to leverage FactSet content across multiple workflows via the creation of highly connected “smart data” sets.
Users are able to extend analytics and alpha generation by identifying intelligent correlations amongst connected data points, uncover complex relationships amongst entities, securities, people and funds (hierarchies, supply chains, board relationships) and leverage data connectivity to drive risk and regulatory reporting (aggregation, conflict of interest, counterparty discovery).
_FactSet Revere_
During fiscal 2015, FactSet continued to invest in the Revere content product lines with enhancements including _FactSet 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; and _FactSet Revere Business Industry Classification System (“FactSet RBICS”)_, which leverages the granularity of the FactSet Revere Hierarchy to classify companies by their primarily line of business.
The database has 12 anchor sectors and is six levels deep with increasingly detailed layers of micro-industry groups.
_FactSet Fundamentals_
In fiscal 2015, we added banks to the Industry Metrics offering and metrics to the Oil & Gas and Metals & Mining offerings, bringing the key performance indicator coverage to seven industries, 5,600 active companies and 750 metrics.
We also added over 2,600 companies to coverage for the standardized product, bringing the active universe to over 47,000 and the overall universe to 79,000.
| --- | --- | --- |
By almost any measure, the second half of fiscal 2014 was one of our strongest six months in the past decade as our key financial and operating metrics rose across the board.
Our record financial results were driven by relentless investment in our unique suite of products and services, including our innovative financial applications, proprietary content, and industry-leading client-service business model.
Revenues rose to $920 million, while diluted earnings per share grew 11% to $4.92.
We added 200 net new clients during fiscal 2014, our highest annual growth total ever.
We generated high levels of free cash flow with our fiscal 2014 totaling $247 million, comparable to $251 million generated a year ago.
We also continued to invest heavily in our people, which is a major component of operating expenses and the foundation of FactSet’s dedication to its clients.
In the last 12 months, we hired 381 net new employees for a total headcount of 6,639 employees as of August 31, 2014, an increase of 6% from a year ago.
Our annual client retention rate was greater than 95% of ASV and rose to 93% in terms of the number of actual clients, up from 92% last year, again highlighting our continued focus on providing valuable workflow solutions for our clients.
We have been successful in expanding our market share against both internal client built systems and competitor products.
Organic ASV grew 7.3% as we added 200 net new clients and 3,628 users since August 31, 2013.
We continued to hire around the world, welcoming a total of 381 employees to our workforce and increased our regular quarterly dividend by 11% to $0.39 per share.
Aggregating dividends with share repurchases, we returned $341 million to stockholders during fiscal 2014.
We also successfully changed FactSet’s leadership structure to position us well for future success.
The expected result is to generate more collaboration between these two teams and expand on our competitive position in the financial information industry.
Fiscal 2014 also included the acquisition of two privately held companies.
In September 2013, we acquired Revere Data LLC, a leading provider of industry classification and supply chain data, analytics, and index solutions.
We are selling this information as a data feed and have also incorporated the supply chain data into our online offerings.
We also acquired Matrix Solutions in the second quarter of fiscal 2014, which offers mutual fund market share for the UK fund distribution industry and complements our Market Metrics offering.
Both acquisitions have served to enhance legacy products with unique data sets which have been well received by our clients.
Growth across all Geographies and Key Metrics
Fiscal 2014 marks another successful year, with the second half of fiscal 2014 representing one of our strongest six month periods within the past decade, as many of our financial and operating metrics experienced solid growth across the board.
Our just completed fourth quarter produced our best quarter in terms of net client additions as we added more clients on a net basis then we have ever done before.
During fiscal 2014, we added a total of 200 net new clients, an increase of 85% over the number of net new client added a year ago.
| | ● | ASV was $964 million at August 31, 2014, up 7.3% organically over the prior year. |
| | ● | Revenues advanced 7.3% to $920.3 million. Excluding revenue from recent acquisitions and the impact of foreign currency, revenues increased 5.9% in fiscal 2014. |
| | ● | We added 200 net new clients over the last 12 months for a total of 2,743 clients at August 31, 2014. |
| | ● | Professionals using FactSet increased to 54,596, up 3,628 users over the previous fiscal year. |
| | ● | Free cash flow, defined as cash provided by operations less capital expenditures, was $247 million in the last twelve months. |
_U.S.
Operations_
| | ● | Fiscal 2014 U.S. revenues increased to $624.6 million and accounted for 68% of our consolidated revenues, consistent with the prior year. Excluding revenue from the acquisition of Revere, U.S. revenue advanced 5.6% in fiscal 2014. |
| | ● | ASV totaled $651.2 million at August 31, 2014, up 6.7% when excluding acquired ASV of $5 million from Revere. |
| | ● | U.S. employee headcount increased by 179 in the last 12 months and represented 31% of all employees world-wide. |
_European Operations_
| | ● | European revenues increased to $227.4 million in fiscal 2014. Excluding revenue from the recent acquisition of Matrix and the impact of foreign currency, European revenue advanced 5.0% in fiscal 2014. |
| | ● | ASV was $238.5 million at August 31, 2014, up 6.7% year over year when excluding acquired ASV of $7 million from Matrix. |
| | ● | Employee count in the European segment grew to a total of 708 employees and represented 11% of all employees. |
_Asia Pacific Operations_
| | ● | Asia Pacific revenues increased to $68.3 million in fiscal 2014. When holding currencies constant, Asia Pacific revenues grew by 12.2%. |
An excerpt. Shown here: 40 of 241 rewritten, 40 of 265 added and 40 of 210 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2015 filing and the FY2014 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
12 rewritten, 12 added, 1 removed, 23 unchanged
[removed: _Foreign] [added: Foreign] Currency Exchange [removed: Risk_][added: Risk]
Our non-U.S. dollar denominated revenues expected to be recognized over the next twelve months are estimated to be [removed: $28] [added: $30.7] million while our non-U.S. dollar denominated expenses are [removed: $196] [added: estimated to be $205.4] million, which translates into a net foreign currency exposure of [removed: $168 million per year.][added: $174.7 million.]
[removed: As of August 31, 2014, we maintained] [added: | | ● | _Indian Rupee_ \-] foreign currency forward contracts to hedge approximately 75% of our Indian Rupee exposure through the [removed: fourth quarter of fiscal 2016, and approximately 50% of our Philippines Peso exposure through the] second quarter of fiscal [removed: 2015.][added: 2018. |]
[removed: At] [added: As of] August 31, [removed: 2014,] [added: 2015,] the [added: gross] notional [removed: principal and fair] value of foreign exchange contracts to purchase Indian Rupees with U.S. dollars was [removed: Rs.2.5 billion and $0.7 million, respectively.][added: Rs.4.0 billion.]
[removed: At August 31, 2014, the] [added: The gross] notional [removed: principal and fair] value of foreign exchange contracts to purchase [removed: Philippine Pesos] [added: Euros] with U.S. dollars was [removed: Php288.6 million and $0.1 million, respectively.][added: €18.1 million.]
A loss on derivatives of [removed: $0.3] [added: $0.6] million was recorded into operating income [removed: during] [added: in] fiscal [removed: 2014, as] [added: 2015,] compared to a loss of [removed: $1.0] [added: $0.3] million [removed: during each of fiscal 2013 and 2012.][added: a year ago.]
A sensitivity analysis was performed based on the estimated fair value of all foreign currency forward contracts outstanding at August 31, [removed: 2014.][added: 2015.]
If the U.S. dollar had been 10% weaker, the fair value of outstanding foreign currency forward contracts would have increased by [removed: $4.6] [added: $8.6] million, which would have had an immaterial impact on our consolidated balance sheet.
Had we not had any hedges in place as of August 31, [removed: 2014,] [added: 2015,] a hypothetical 10% weaker U.S. dollar against all foreign currencies from the quoted foreign currency exchange rates at August 31, [removed: 2014,] [added: 2015,] would result in a decrease in operating income by [removed: $18.9] [added: $15.2] million over the next twelve months.
A hypothetical 10% weaker U.S. dollar against all foreign currencies at August 31, [removed: 2014] [added: 2015] would increase the fair value of total assets by [removed: $28.0] [added: $28.4] million and equity by [removed: $25.3] [added: $25.6] million.
[removed: _Interest] [added: Interest] Rate [removed: Risk_][added: Risk]
The fair market value of our cash and investments at August 31, [removed: 2014] [added: 2015] was [removed: $136.4] [added: $182.4] million.
As of August 31, 2015, we maintained the following foreign currency forward contracts to hedge our foreign currency exposure:
| --- | --- | --- |
| | ● | _British Pound_ _Sterling_ _\-_ 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. |
| --- | --- | --- |
The gross notional value of foreign exchange contracts to purchase British Pound Sterling with U.S. dollars was £10.5 million.
There were no other outstanding foreign exchange forward contracts at August 31, 2015.
As of August 31, 2015, the fair value of our long-term debt was $35.0 million, which approximated its carrying amount given its floating interest rate basis and was determined based on quoted market prices for debt with a similar maturity.
The debt bears interest on the outstanding principal amount at a rate equal to 0.50% plus the Eurodollar rate, which is defined in the agreement as the rate per annum equal to one-month LIBOR.
During fiscal 2015 we paid approximately $0.1 million in interest on our outstanding Loan amount.
It is anticipated that the fair market value of our debt will continue to be immaterially affected by fluctuations in interest rates and we do not believe that the value of our debt has been significantly impacted by current market events.
We are required to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet.
Item 1. BUSINESS
93 rewritten, 137 added, 152 removed, 79 unchanged
The Company’s applications provide users access to company [removed: analysis,] [added: and industry analyses,] multicompany comparisons, [removed: industry analysis,] company screening, portfolio analysis, predictive risk measurements, alphatesting, portfolio optimization and simulation, real-time news and quotes and tools to value and analyze fixed income securities and portfolios.
With [removed: Microsoft] [added: Microsoft®] Office integration, wireless access and customizable options, FactSet offers a complete financial workflow solution.
[removed: Approximately 82.6% of FactSet’s revenues are derived from investment] [added: Investment] management [removed: clients,] [added: (buy-side) clients account for 82.5% of annual subscription value (“ASV”),] with the remainder from investment banking firms [added: (sell-side)] that perform Mergers & Acquisitions (“M&A”) advisory work, capital markets services and equity research.
[removed: This fiscal year] [added: The Company is dual listed on the New York Stock Exchange and the NASDAQ Stock Market under the symbol “FDS.” Fiscal 2015] marked the Company’s [removed: 36th] [added: 37th] year of operation, its [removed: 34th] [added: 35th] consecutive year of revenue growth and its [removed: 18th] [added: 19th] consecutive year of earnings growth as a public company.
[removed: | | ● | Consistently] [added: FactSet was also] recognized as one of the UK’s “Best Workplaces” by the Great [removed: Places] [added: Place] to [removed: Work] [added: Work®] Institute UK [added: for the seventh consecutive year, listed in Crain’s “Chicago’s Best Places to Work” for the third year in a row] and included in the [removed: “2014] [added: “2015] Best Places to Work in France” list for the [removed: third] [added: fourth] consecutive [removed: year |][added: year.]
| | ● | Named as one of the “20 Great Workplaces in Technology” [removed: for the first time] by Great Place to [removed: Work] [added: Work®] |
[removed: | | ● | Upholds] [added: Today, FactSet continues to uphold its] key corporate [removed: values such as innovating within the financial industry, providing a friendly work environment,] [added: values: having an intelligent workforce;] offering exceptional client [removed: service, being thought leaders, having smart people, developing] [added: service; embracing] long-term growth [removed: strategies,] [added: strategies; being a thought leader; providing a friendly work environment;] performing community [removed: service] [added: service; innovating within the financial industry;] and embracing global diversity. [removed: |]
[removed: | | ● | Named] Philip [removed: Snow as President,] [added: Snow, was named CEO,] effective July 1, [removed: 2014 |][added: 2015.]
[removed: For over 36 years,] [added: Since its founding,] the Company has [removed: focused on the use of] [added: used] its [removed: people, technology] [added: dedicated workforce, technological proficiency] and [removed: dedication] [added: 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.
[removed: The third pillar of the FactSet business strategy is its dedication to client service; 97%] [added: Ninety-seven percent] of clients reported that they were satisfied or very satisfied with client service [removed: in] [added: during] fiscal [removed: 2014.][added: 2015, consistent with the prior year.]
Service via email, text, instant messaging, or phone is [removed: 24x7x365] [added: available 24/7, year-round] and includes visits by Company personnel for hands-on personalized desktop service.
To enhance support to [removed: our 54,600] [added: the Company’s 62,205] users on six continents, approximately [removed: 30%] [added: 47%] of new [added: FactSet] employees hired in fiscal [removed: 2014] [added: 2015] joined [removed: the Company] as consultants.
[removed: ][added: ]
FactSet offers [added: smart, streamlined] workspaces designed for investment managers, investment bankers, hedge [removed: funds,] [added: funds managers,] quantitative [removed: research] [added: researchers] and [removed: others throughout each of the Company’s reportable segments.][added: 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, [removed: Microsoft office] [added: Microsoft® Office] integration and financial screening capabilities.
Customizable FactSet workspaces [removed: for investment managers, investment bankers and other professionals] include the following:
[removed: Investment Managers][added: _Investment Managers_]
The use of FactSet by [removed: an] investment [removed: manager] [added: managers] can help [removed: the manager] [added: them] outperform the benchmark, ensure positive investment performance, efficiently find relevant news and information, help decide what to buy, hold or sell, [removed: measure portfolio performance against the benchmark] and see performance trends and assess risk.
The comprehensive FactSet platform enables investment managers to manipulate data to an unprecedented degree and [removed: to] present data in an infinite variety of [removed: formats, including customized reports and charts.][added: formats.]
[removed: Global] [added: _Global] Banking & Brokerage [removed: Professionals][added: Professionals_]
From the beginning of research strategy to the end of the pitch, [removed: investment banking professionals] [added: 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.
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 [removed: people,] [added: people] and perform analyses more efficiently with industry-leading integration with [removed: Microsoft] [added: Microsoft®] Office.
[added: In addition,] FactSet’s product and service offerings are customizable to meet the needs of many more professionals [added: 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.
[removed: | | ● | _Wealth Managers -_ Solutions that] [added: Using FactSet solutions can] allow a wealth manager to stay on top of clients’ portfolios, streamline communication and internal research, create account review documents and analyze multiple asset classes. [removed: |]
[removed: | | ● | _Research_ - Information and tools needed] [added: FactSet solutions provide the information] to enhance [removed: the] research [removed: analysts workflow] [added: analysts’ workflows] and [removed: provides] [added: provide] differentiated ideas and opportunities to their clients. [removed: |]
[removed: | | ● | _Plans Sponsors and Pension Funds -_ Solutions for fund managers specifically designed for selecting, analyzing, and incorporating external managers into an overall plan; for] [added: For] both direct and indirect investment, a user can aggregate portfolios, examine asset classes and styles, and analyze securities on a single platform. [removed: |]
[removed: Through the hiring of thousands of new employees, leasing office space for use and setting] [added: In addition to these strategic purchases, FactSet has set] up a data collection infrastructure [removed: laid] [added: through] the [removed: foundation] [added: creation] of [removed: the FactSet] content [removed: group.][added: centers for data collection in India and the Philippines, the leasing and expansion of office space and the hiring of new employees.]
The critical goals for FactSet content each year are to find ways to differentiate [added: its data] from [added: that of] competitors along with increasing the timeliness, accuracy and completeness of the data and depth of coverage.
During fiscal [removed: 2014,] [added: 2015,] FactSet made several key enhancements to its proprietary [removed: content.][added: content with the introduction of the following new data sets:]
Continued proprietary database enhancements and the creation of new data sets are a testament to [removed: the Company’s] [added: FactSet’s] commitment to increase user satisfaction and exceed client expectations.
[removed: FactSet] [added: 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.
FactSet aggregates third party content from more than [removed: 190] [added: 220] data suppliers, [removed: 90] [added: 100] news sources and 80 [removed: exchanges.][added: exchanges into its own dedicated online service which the client accesses to perform their analyses.]
[removed: The Company integrates] [added: FactSet carries] content from premier providers such as Thomson Reuters, Standard & Poor’s, Axioma, Inc., Interactive Data Corporation, LLC, Dow Jones & Company Inc., Northfield Information Services, Inc., Barclays Capital, Intex Solutions, Inc., Bureau van Dijk, ProQuote Limited, MSCI Barra, SIX Financial Information USA Inc., [removed: SunGard APT Inc.,] Morningstar, Inc., [removed: Lipper Inc.,] Russell Investments, Bank of America Merrill Lynch, NYSE Euronext, London Stock Exchange, Tokyo Stock Exchange, NASDAQ OMX, Australian Securities Exchange and Toyo Keizai.
FactSet seeks to maintain contractual relationships with a minimum of two content providers for each major type of financial [removed: data; however this is not possible for all types] [added: data, though certain data sets on which FactSet relies have a limited number] of [removed: data.][added: suppliers.]
[removed: Certain datasets that FactSet relies on have a limited number of suppliers, although the] [added: The] Company makes every [removed: effort to assure that, where] [added: effort, when] reasonable, [added: to locate] alternative sources [removed: are available, which is why] [added: to ensure that] FactSet is not dependent on any one third party data [removed: supplier in order to meet the needs of its clients.][added: supplier.]
The Company has entered into third party content agreements with varying lengths, [removed: and] [added: 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 [removed: 10% or] more [added: than 10%] of FactSet's total data expenses in any fiscal year presented.
At August 31, [removed: 2014,] [added: 2015,] ASV was [removed: $964 million,] [added: $1.058 billion,] up [removed: 7%] [added: 9.2%] organically from a year ago.
The number of new client additions is an important metric for FactSet [removed: because] [added: as] new clients typically come on with modest deployments and often experience substantial growth in subsequent years.
The following provides a snap shot view of [removed: our] [added: FactSet’s] ASV growth over the past [removed: 12] [added: 10] fiscal years.
Revenues are derived from month-to-month subscriptions to services, databases and financial applications.
_Corporate History_
FactSet was founded in 1978 and has been publicly held since 1996.
As of August 31, 2015, FactSet has a market capitalization of $6.5 billion, up 22.6% over last year.
The Company currently has 38 office locations in 21 countries employing 7,360 individuals.
In March 2015, FactSet was ranked #48 on Fortune’s “100 Best Companies to Work For,” marking the Company’s seventh appearance on the list in the last eight years.
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:
_M__anagement Changes_
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.
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.
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.
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.
This client-focused dedication helped FactSet'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.
FactSet continues its commitment to recruit, develop and maintain a talented employee workforce as the Company believes that its future success depends on the retention of skilled personnel.
FactSet has been successful in recruiting qualified employees by offering competitive compensation, benefits, equity participation and work environment practices.
In June 2015, FactSet named its first-ever Chief Human Resources Officer (“CHRO”), as part of a strategic initiative to increase the investment in both its existing talent pool and the high caliber talent the Company aims to attract to remain competitive.
Reporting directly to the Chief Executive Officer (“CEO”), the CHRO will lead an agenda to maintain an ideal cultural balance for the Company’s employees globally and manage how FactSet will invest in career development.
Fiscal 2014 was a successful year for FactSet as it once again attained record levels of revenues, operating income, net income and diluted earnings per share.
In the past 12 months, FactSet has become more relevant to a broader range of users as the Company continues to dedicate itself to building tools to support a variety of user workflows from traditional Asset Management to Wealth Managers, Mergers & Acquisitions, Advisory, Sales & Trading, Hedge Funds and Private Equity.
FactSet is on the desktops of many of the largest and most successful financial companies in the world.
_About FactSet_
| | ● | Founded in 1978, public since 1996 |
| --- | --- | --- |
| | ● | Dual listed on the New York Stock Exchange and the NASDAQ Stock Market under the symbol “FDS” |
| | ● | $5.3 billion market capitalization as of August 31, 2014 |
| | ● | 35 office locations in 18 countries with 6,639 employees |
| | ● | Named one of the “100 Best Companies to Work For” by FORTUNE for the sixth time in the last seven years |
| | ● | Content offerings from more than 190 data suppliers, 90 news sources and 80 exchanges |
| | ● | 34 consecutive years of revenue growth |
| | ● | 18 consecutive years of positive earnings growth as a public company |
| | ● | Operating margins of 31% or greater since 2002 |
_Fiscal 2014 Highlights_
| | ● | Revenues grew 7% and diluted earnings per share grew by 11% |
| | ● | Annual subscription value (“ASV”) of $964 million as of August 31, 2014 |
| | ● | 200 net new clients, the Company’s highest growth total during one single year |
| | ● | 2,743 clients and 54,596 users as of August 31, 2014, an increase of 10% and 7%, respectively from a year ago |
| | ● | Generated $247 million in free cash flow |
| | ● | $300 million expansion to the Company’s existing share repurchase program |
| | ● | 3-year average return of equity of 37% |
| | ● | Increased the regular quarterly dividend by 11% |
| | ● | Acquired Revere Data, LLC and Matrix Data Limited during fiscal 2014 as the Company continues to enhance its content offerings and analytical applications |
| | ● | Opened a new office in Singapore to meet the needs of its growing international client base |
| | ● | Held its U.S. Symposium in November 2013, with 316 industry professionals from 102 firms in attendance. |
| | ● | Agreed to jointly develop a new premium service that Japan-based QUICK Corp. will sell exclusively in Asia. |
Its focus on people resulted in the hiring of 381 net new employees in the past 12 months, of which 53% were added in non-U.S. locations.
The number of office locations around the world increased from 29 to 35.
FactSet now has office locations in nearly every major money center in the world.
The strategic focus on technology continued as FactSet improved the speed and ease of its analytical applications via Project NextGen, invested heavily in new data center technologies and released new products such as the FactSet Multi-Asset Class (“MAC”) Risk Model, the Security Trading Utility tool, Fixed Income Analytical Services (“FIAS”) and Supply Chain Analytics.
The Company’s use of technology enables a user to access data anywhere, anytime – in real-time.
The Company’s continued focus on executing its broad-based business strategy has allowed FactSet to become a major force within the financial information industry over the years.
FactSet believes it is well-positioned to maintain its competitive position into the future for the following reasons:
| | ● | FactSet’s products have become faster and more relevant to a broader range of user types. |
| | ● | Customizable and versioning deployment options suit clients of nearly any size and strategy. |
| | ● | Clients can access a broad range of applications, which allows each professional to use the latest portfolio performance, earnings, news, prices, estimates, event transcripts, and sales wherever they are. |
| | ● | StreetAccount is a key provider of financial news. |
| | ● | The Company owns premier global proprietary datasets that include some of the latest, most accurate fundamentals, estimates and ownership data available. |
| | ● | Investing in product development in order to deliver meaningful tools to clients is a priority. |
An excerpt. Shown here: 40 of 93 rewritten, 40 of 137 added and 40 of 152 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2015 filing and the FY2014 filing.
Cover and table of contents
12 rewritten, 2 added, 1 removed, 39 unchanged
10-K 1 [removed: fds20140831_10k.htm] [added: fds20150831_10k.htm] FORM 10-K
For the fiscal year ended August 31, [removed: 2014][added: 2015]
[removed: ][added: ]
| Delaware (State or other jurisdiction of incorporation or organization) | 13-3362547 (I.R.S. Employer Identification No.) | [added: |]
| [added: |] Large accelerated filer ☒ | Accelerated filer ☐ |
| [added: |] Non-Accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller Reporting Company ☐ |
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant based upon the closing price of a share of the registrant’s common stock on February [removed: 28, 2014,] [added: 27, 2015,] the last business day of the registrant’s most recently completed second fiscal quarter, as reported by the New York Stock Exchange on that date, was [removed: $4,157,120,990.][added: $6,345,491,456.]
The number of shares outstanding of the registrant’s common stock, as of October 20, [removed: 2014,] [added: 2015,] was [removed: 41,747,436.][added: 41,448,927.]
Portions of the registrant’s definitive Proxy Statement dated October 30, [removed: 2014,] [added: 2015,] for the [removed: 2014] [added: 2015] Annual Meeting of Stockholders to be held on December [removed: 16, 2014,] [added: 15, 2015,] are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.
For The Fiscal Year Ended August 31, [removed: 2014][added: 2015]
| | | | [removed: Page] | [added: Page] |
Risk Factors [removed: 13][added: 14]
| --- | --- | --- |
| --- | --- | --- |
| --- | --- |
Item 1B. Unresolved Staff Comments 17
2 rewritten, 0 added, 0 removed, 5 unchanged
Properties [removed: 16][added: 17]
Legal Proceedings [removed: 16][added: 18]
Item 4. Mine Safety Disclosures 18
5 rewritten, 0 added, 0 removed, 13 unchanged
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities [removed: 17][added: 19]
Selected Financial Data [removed: 19][added: 21]
Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: 20][added: 22]
Quantitative and Qualitative Disclosures About Market Risk [removed: 39][added: 42]
Financial Statements and Supplementary Data [removed: 40][added: 44]
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 85
1 rewritten, 0 added, 0 removed, 3 unchanged
Controls and Procedures [removed: 78][added: 85]
Item 9B. Other Information 85
7 rewritten, 0 added, 0 removed, 18 unchanged
Directors, Executive Officers and Corporate Governance [removed: 79][added: 86]
Executive Compensation [removed: 79][added: 86]
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters [removed: 79][added: 86]
Certain Relationships and Related Transactions, and Director Independence [removed: 79][added: 86]
Principal Accounting Fees and Services [removed: 79][added: 86]
Exhibits, Financial Statement Schedules [removed: 80][added: 87]
| Signatures | | | [removed: 82] | [added: 89] |
Item 2. PROPERTIES
6 rewritten, 22 added, 9 removed, 6 unchanged
At August 31, [removed: 2014] [added: 2015,] the Company leases approximately [removed: 193,000] [added: 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, [removed: Ohio;] [added: 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; [removed: Stockholm, Sweden;] and Riga, Latvia.
Including new lease agreements executed during fiscal [removed: 2014,] [added: 2015,] the Company’s worldwide leased office space increased to approximately [removed: 837,000] [added: 909,000] square feet at August 31, [removed: 2014,] [added: 2015,] up [removed: 28,000] [added: 72,000] square feet or [removed: 3%] [added: 8.6%] from August 31, [removed: 2013.][added: 2014.]
The Company believes the amount of leased office space as of August 31, [removed: 2014] [added: 2015] is adequate for its current needs and that additional space is available for lease to meet any future needs.
At August 31, [removed: 2014,] [added: 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):
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. |
| | | | | |
| 2016 | | $ | 22,695 | |
| 2017 | | | 28,002 | |
| 2018 | | | 27,373 | |
| 2019 | | | 25,974 | |
| 2020 | | | 20,129 | |
| Thereafter | | | 145,929 | |
| | | | | |
| Total | | $ | 270,102 | |
The increase in office space includes approximately 11,000 square feet of office space assumed in connection with the recent acquisitions of Revere and Matrix.
| 2015 | | $ | 26,717 | |
| 2016 | | | 20,610 | |
| 2017 | | | 23,779 | |
| 2018 | | | 22,448 | |
| 2019 | | | 20,878 | |
| Thereafter | | | 91,757 | |
| Total | | $ | 206,189 | |
Included in the future minimum rental payments outlined above are $93.7 million in future rent payments related to a 15-year lease agreement executed in February 2014 to maintain and support the Company’s New York operations into calendar year 2031.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
18 rewritten, 12 added, 12 removed, 25 unchanged
_Holders of [removed: Record -_] [added: Record_ _–_] As of October 20, [removed: 2014,] [added: 2015,] there were approximately [removed: 116,028] [added: 127,277] holders of record of FactSet common stock.
The closing price of FactSet’s common stock on October 20, [removed: 2014] [added: 2015] was [removed: $124.07] [added: $168.00] per share as reported on the New York Stock Exchange.
_Dividends -_ In fiscal [removed: 2014,] [added: 2015,] the Company’s Board of Directors declared the following dividends:
| August [removed: 14, 2014] [added: 10, 2015] | | $ | [removed: 0.39] [added: 0.44] | | Regular (cash) | August [removed: 29, 2014] [added: 31, 2015] | | $ | [removed: 16,299] [added: 18,179] | | September [removed: 16, 2014] [added: 15, 2015] |
| May [removed: 5, 2014 *] [added: 12, 2015(1)] | | $ | [removed: 0.39] [added: 0.44] | | Regular (cash) | May [removed: 30, 2014] [added: 29, 2015] | | $ | [removed: 16,386] [added: 18,274] | | June [removed: 17, 2014] [added: 16, 2015] |
| February 11, [removed: 2014] [added: 2015] | | $ | [removed: 0.35] [added: 0.39] | | Regular (cash) | February [removed: 28, 2014] [added: 27, 2015] | | $ | [removed: 14,827] [added: 16,236] | | March [removed: 18, 2014] [added: 17, 2015] |
| November [removed: 14, 2013] [added: 12, 2014] | | $ | [removed: 0.35] [added: 0.39] | | Regular (cash) | November [removed: 29, 2013] [added: 28, 2014] | | $ | [removed: 15,046] [added: 16,216] | | December [removed: 17, 2013] [added: 16, 2014] |
[removed: * On] [added: | _(1)_ | _On] May [removed: 5, 2014,] [added: 12, 2015,] FactSet’s Board of Directors approved [removed: an 11%] [added: a 12.8%] increase in the regular quarterly dividend, beginning with the [removed: Company’s] dividend payment [removed: on] [added: in] June [removed: 17, 2014 of $0.39] [added: 2015 which was $0.44] per share, or [removed: $1.56] [added: $1.76] per share per [removed: annum.][added: annum._ |]
Future dividend payments will depend on the Company’s earnings, capital requirements, financial condition and other factors considered relevant by [removed: the Company] [added: FactSet] and is subject to final determination by the Company’s Board of Directors.
There were no sales of unregistered equity securities in fiscal [removed: 2014.][added: 2015.]
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, [removed: 2014] [added: 2015] (in thousands, except per share data):
| [removed: | (1)] [added: _(1)_] | [removed: Repurchases] [added: _Repurchases] may be made from time to time in the open market and privately negotiated transactions, subject to market conditions. No minimum number of shares to be repurchased has been [removed: fixed. There] [added: 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 [removed: operations.] [added: operations._] |
[added: _Securities Authorized for Issuance under Equity Compensation Plans_ _–_] Information regarding securities authorized for issuance under equity compensation plans is incorporated by reference from the Company’s Proxy Statement filed on October 30, [removed: 2014] [added: 2015] for its [removed: 2014] [added: 2015] Annual Meeting of Stockholders.
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, [removed: 2009,] [added: 2010,] and that all quarterly dividends were reinvested at the average of the closing stock prices at the beginning and end of the quarter.
The total cumulative dollar returns shown on the graph represent the value that such investments would have had on August 31, [removed: 2014.][added: 2015.]
[removed: ][added: ]
| | | [added: 2015 | | | |] 2014 | | | | 2013 | | | | 2012 | | | | 2011 | | | | 2010 | | | [removed: | 2009 | | |]
| Dow Jones U.S. Financial Services Index | | $ | [removed: 156] [added: 187] | | | $ | [removed: 132] [added: 180] | | | $ | [removed: 97] [added: 151] | | | $ | [removed: 86] [added: 112] | | | $ | [removed: 87] [added: 99] | | | $ | 100 | |
| 2015 | | | | | | | | | | | | | | | | |
| High | | $ | 138.26 | | | $ | 158.29 | | | $ | 168.62 | | | $ | 174.03 | |
| Low | | $ | 110.77 | | | $ | 134.01 | | | $ | 149.68 | | | $ | 140.00 | |
| --- | --- |
| 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 | | | | | |
| --- | --- |
| 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 | |
| 2013 | | | | | | | | | | | | | | | | |
| High | | $ | 104.81 | | | $ | 99.08 | | | $ | 102.39 | | | $ | 112.40 | |
| Low | | $ | 87.09 | | | $ | 86.88 | | | $ | 88.67 | | | $ | 96.87 | |
| June 2014 | | | 180,000 | | | $ | 118.28 | | | | 180,000 | | | $ | 140,404 | |
| July 2014 | | | 324,993 | | | $ | 120.91 | | | | 324,993 | | | $ | 101,109 | |
| August 2014 | | | 115,000 | | | $ | 122.52 | | | | 115,000 | | | $ | 87,020 | |
| | | | 619,993 | | | $ | 120.44 | | | | 619,993 | | | | | |
| --- | --- | --- |
_Securities Authorized for Issuance under Equity Compensation Plans_
| FactSet Research Systems Inc. | | $ | 231 | | | $ | 186 | | | $ | 168 | | | $ | 160 | | | $ | 134 | | | $ | 100 | |
| S&P 500 Index | | $ | 196 | | | $ | 160 | | | $ | 138 | | | $ | 119 | | | $ | 103 | | | $ | 100 | |
| NYSE Composite Index | | $ | 166 | | | $ | 140 | | | $ | 121 | | | $ | 113 | | | $ | 101 | | | $ | 100 | |
Item 6. SELECTED FINANCIAL DATA
24 rewritten, 9 added, 1 removed, 8 unchanged
[removed: |] Consolidated Statements of Income Data [removed: | | | | | | | | | | | | | | | | | | | | |]
| (in thousands, except per share data) | | Years Ended August 31, | | | | | | | | | | | | | | | | [removed: | | |]
| | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | [added: 2013] | | [removed: 2012] | | [added: 2012] | | 2011 | | | | [removed: 2010 | | |]
| Revenues | | $ | [removed: 920,335] [added: 1,006,768] | | | $ | [added: 920,335 | $ |] 858,112 | | | $ | 805,793 | [removed: | |] $ | 726,510 | | | [removed: $ | 641,059 | |]
| Operating income | | | [removed: 302,219] [added: 331,918] | [added: (1)] | | | [removed: 269,419] [added: 302,219] | [removed: (1)] | [added: 269,419] | [added: (4)] | [removed: 272,990] | | [added: 272,990] | | 238,335 | [removed: (4) | | | 221,634] [added: (7)] | |
| Provision for income taxes | | | [removed: 91,921] [added: 92,703] | | | | [removed: 72,273] [added: 91,921] | | [added: 72,273] | | [removed: 85,896] | | [added: 85,896] | | 67,912 | | | [removed: | 71,970 | |]
| Net income | | | [removed: 211,543] [added: 241,051] | [added: (2)] | | | [removed: 198,637] [added: 211,543] | [removed: (2)] | [added: 198,637] | [added: (5)] | [removed: 188,809] | | [added: 188,809] | | 171,046 | [removed: (5) | | | 150,211] [added: (8)] | |
| Diluted earnings per common share | | $ | [removed: 4.92] [added: 5.71] | [added: (3)] | | $ | [added: 4.92 | $ |] 4.45 | [removed: (3)] [added: (6)] | | $ | 4.12 | [removed: | |] $ | 3.61 | [removed: (6) | | $ | 3.13] [added: (9)] | |
| Weighted average common shares (diluted) | | | [removed: 42,970] [added: 42,235] | | | | [removed: 44,624] [added: 42,970] | | [added: 44,624] | | [removed: 45,810] | | [added: 45,810] | | 47,355 | | | [removed: | 48,004 | |]
| Cash dividends declared per common share | | $ | [removed: 1.48] [added: 1.66] | | | $ | [added: 1.48 | $ |] 1.32 | | | $ | 1.16 | [removed: | |] $ | 1.00 | | | [removed: $ | 0.86 | |]
| Consolidated Balance Sheet Data | | | | | | | | | | | | | | | | | | [removed: | | |]
| (in thousands) | | August 31, | | | | | | | | | | | | | | | | [removed: | | |]
| Cash and cash equivalents | | $ | [removed: 116,378] [added: 158,914] | | | $ | [added: 116,378 | $ |] 196,627 | | | $ | 189,044 | [removed: | |] $ | 181,685 | | | [removed: $ | 195,741 | |]
| Accounts receivable, net of reserves | | | [removed: 90,354] [added: 95,064] | | | | [removed: 73,290] [added: 90,354] | | [added: 73,290] | | [removed: 74,251] | | [added: 74,251] | | 75,004 | | | [removed: | 59,693 | |]
| Goodwill and intangible assets, net | | | [removed: 327,463] [added: 348,339] | | | | [removed: 280,796] [added: 327,463] | | [added: 280,796] | | [removed: 289,162] | | [added: 289,162] | | 274,575 | | | [removed: | 274,170 | |]
| Total assets | | | [removed: 663,212] [added: 736,671] | | | | [removed: 690,197] [added: 663,212] | | [added: 690,197] | | [removed: 694,143] | | [added: 694,143] | | 657,440 | | | [removed: | 644,608 | |]
| Non-current liabilities | | | [removed: 24,839] [added: 65,307] | | | | [removed: 30,165] [added: 24,839] | | [added: 30,165] | | [removed: 28,703] | | [added: 28,703] | | 32,829 | | | [removed: | 32,926 | |]
| Total stockholders’ equity | | $ | [removed: 511,082] [added: 531,584] | | | $ | [added: 511,082 | $ |] 541,779 | | | $ | 552,264 | [removed: | |] $ | 515,188 | | | [removed: $ | 502,406 | |]
| [removed: (1)] [added: (4)] | 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. |
| [removed: (2)] [added: (5)] | 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 credit in January 2013 and finalizing prior [removed: years’] [added: year] tax returns. |
| [removed: (3)] [added: (6)] | Diluted EPS for fiscal 2013 includes the net effect of a $0.29 decrease for the vesting of performance-based options partially offset by [removed: an] [added: a] $0.16 increase in diluted EPS from the reenactment of the U.S. Federal R&D [removed: credit.] [added: tax credit and finalizing prior year tax returns.] |
| [removed: (4)] [added: (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. |
| [removed: (5)] [added: (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 [removed: the finalization of the fiscal 2010] [added: finalizing prior year] tax [removed: return] [added: returns] and the reenactment of the U.S. Federal R&D tax credit in December 2010. |
| [removed: (6)] [added: (9)] | Included in fiscal 2011 diluted EPS were income tax benefits of $0.13 from finalizing [removed: the] prior year [removed: U.S.] tax [removed: return] [added: 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. |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | 2015 | | | | 2014 | | 2013 | | | | 2012 | | 2011 | | | |
| (1) | Operating income in fiscal 2015 includes a pre-tax charges of $3.0 million related to the vesting of performance-based equity instruments and $3.2 million primarily from changes in the senior leadership responsible for the Company’s salesforce. |
| (2) | Fiscal 2015 net income includes $2.1 million (after-tax) of incremental expenses related to the vesting of performance-based equity instruments, $2.2 million (after-tax) related to the changes in the senior leadership responsible for the Company’s salesforce and income tax benefits of $8.8 million primarily from the reenactment of the U.S. Federal R&D Tax Credit in December 2014, finalizing prior year tax returns and other discrete items. |
| (3) | Diluted EPS for fiscal 2015 includes the net effect of a $0.21 increase in diluted EPS from the reenactment of the U.S. Federal R&D tax credit, finalizing prior year tax returns and other discrete items partially offset by a $0.05 decrease from the vesting of performance-based equity instruments and a $0.05 decrease from the changes in the senior leadership responsible for the Company’s salesforce. |
| | |
| | |
| | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
553 rewritten, 296 added, 153 removed, 682 unchanged
| Management’s Statement of Responsibility for Financial Statements | | [removed: 41] [added: 45] |
| Management’s Report on Internal Control over Financial Reporting | | [removed: 41] [added: 45] |
| Reports of Independent Registered Public Accounting Firms | | [removed: 42-44] [added: 46-48] |
| Consolidated Statements of Income for the years ended August 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] | | [removed: 45] [added: 49] |
| Consolidated Statements of Comprehensive Income for the years ended August 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] | | [removed: 46] [added: 50] |
| Consolidated Balance Sheets at August 31, [removed: 2014] [added: 2015] and [removed: 2013] [added: 2014] | | [removed: 47] [added: 51] |
| Consolidated Statements of Cash Flows for the years ended August 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] | | [removed: 48] [added: 52] |
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended August 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] | | [removed: 49] [added: 53] |
| Notes to the Consolidated Financial Statements | | [removed: 50] [added: 54] |
| Schedule II – Valuation and Qualifying Accounts | | [removed: 80] [added: 87] |
In compliance with the Sarbanes-Oxley Act of 2002, FactSet assessed its internal control over financial reporting as of August 31, [removed: 2014] [added: 2015] and issued a report (see below).
Management is responsible for establishing and maintaining adequate internal control over financial reporting [removed: as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.][added: for FactSet.]
[removed: Under the supervision and with] [added: Management (with] the participation of the [removed: Company’s management, including its] principal executive officer and principal financial [removed: officer, the Company] [added: officer)] conducted an evaluation of the effectiveness of [removed: its] [added: FactSet’s] internal control over financial reporting based on [removed: criteria established in] the framework in _Internal Control—Integrated Framework_ [removed: (1992)] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, [removed: the Company’s] management concluded that [removed: its] [added: FactSet’s] internal control over financial reporting was effective as of August 31, [removed: 2014.][added: 2015.]
Ernst & Young LLP, an independent registered public accounting firm, has audited the effectiveness of FactSet’s internal control over financial reporting and has issued a report on [removed: the Company’s] [added: FactSet’s] internal control over financial [removed: reporting as of August 31, 2014,] [added: reporting,] which is included in their report on page [removed: 43.][added: 47.]
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in [removed: conditions,] [added: conditions] or that the degree of compliance with the policies or procedures may deteriorate.
| /s/ [added: F.] PHILIP [removed: A. HADLEY] [added: SNOW] | /s/ MAURIZIO NICOLELLI |
| [added: F.] Philip [removed: A. Hadley] [added: Snow] | Maurizio Nicolelli |
| [removed: Chairman of the Board of Directors and] Chief Executive Officer | Senior Vice [removed: President and] [added: President,] Chief Financial Officer |
Report of [removed: Independent Registered Public] [added: Independent Registered Public] Accounting Firm
We have audited the accompanying consolidated balance [removed: sheet] [added: sheets] of FactSet Research Systems Inc. as of August 31, [removed: 2014] [added: 2015] and [added: 2014, and] the related consolidated [removed: statement] [added: statements] of income, comprehensive income, [removed: stockholders’] [added: stockholders'] equity and cash flows for [added: each of] the [removed: year] [added: two years in the period] ended August 31, [removed: 2014.][added: 2015.]
Our [removed: audit] [added: audits] also included the financial statement schedule listed in the [removed: accompanying index.][added: Index at Item 8.]
Our responsibility is to express an opinion on these financial statements and [added: financial statement] schedule based on our audit.
We conducted our audit [added: of these statements] in accordance with the standards of the Public Company Accounting Oversight Board (United States).
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of FactSet Research Systems Inc. at August 31, [added: 2015 and] 2014, and the consolidated results of its operations and its cash flows for [added: each of] the [removed: year] [added: two years in the period] ended August 31, [removed: 2014,] [added: 2015,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), FactSet Research Systems [removed: Inc.’s] [added: Inc.'s] internal control over financial reporting as of August 31, [removed: 2014,] [added: 2015,] based on criteria established in [removed: _Internal Control–Integrated Framework_] [added: Internal Control-Integrated Framework] issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (1992 framework)] [added: (2013 framework),] and our report dated October 30, [removed: 2014] [added: 2015] expressed an unqualified opinion thereon.
We have audited FactSet Research Systems Inc.’s [removed: (the “Company”)] internal control over financial reporting as of August 31, [removed: 2014,] [added: 2015,] based on criteria established in [removed: _Internal Control-Integrated Framework_] [added: Internal Control—Integrated Framework] issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (1992 Framework)] [added: (2013 framework)] (the COSO criteria).
[removed: The Company's] [added: 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 [removed: Management's] [added: Management’s] Report on Internal Control over Financial Reporting.
In our opinion, [removed: the Company] [added: FactSet Research Systems Inc.] maintained, in all material respects, effective internal control over financial reporting as of August 31, [removed: 2014,] [added: 2015,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance [removed: sheet] [added: sheets] of [removed: the Company] [added: FactSet Research Systems Inc.] as of August 31, [added: 2015 and] 2014, and the related consolidated [removed: statement] [added: statements] of income, comprehensive income, stockholders’ equity and cash flows for [added: each of] the [removed: year] [added: two years in the period] ended August 31, [removed: 2014] [added: 2015] of [removed: the Company] [added: FactSet Research Systems Inc.] and our report dated October 30, [removed: 2014] [added: 2015] expressed an unqualified opinion thereon.
In our opinion, the consolidated [removed: balance sheet as of August 31, 2013, and the related consolidated] statements of income and comprehensive income, of [removed: stockholders’] [added: shareholders’] equity and of cash flows for [removed: each of two years in] the [removed: period] [added: year] ended August 31, [removed: 2013,] [added: 2013] present fairly, in all material respects, the [removed: financial position] [added: results] of [added: operations and cash flows of] FactSet Research Systems Inc. and its subsidiaries (the “Company”) [removed: at August 31, 2013, and the results of their operations and their cash flows] for [removed: each of] the [removed: two years in the period] [added: 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 [removed: each of] the [removed: two years in the period] [added: 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.
Our responsibility is to express an opinion on these financial statements and [removed: financial statement] schedule based on our audits.
We conducted our audits [removed: of these statements] in accordance with the standards of the Public Company Accounting Oversight Board (United States).
| Years Ended August 31, | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |
| Revenues | | $ | [removed: 920,335] [added: 1,006,768] | | | $ | [removed: 858,112] [added: 920,335] | | | $ | [removed: 805,793] [added: 858,112] | |
| Cost of services | | | [removed: 353,686] [added: 405,339] | | | | [removed: 306,379] [added: 353,686] | | | | [removed: 275,537] [added: 306,379] | |
| Selling, general and administrative | | | [removed: 264,430] [added: 269,511] | | | | [removed: 282,314] [added: 264,430] | | | | [removed: 257,266] [added: 282,314] | |
| Total operating expenses | | | [removed: 618,116] [added: 674,850] | | | | [removed: 588,693] [added: 618,116] | | | | [removed: 532,803] [added: 588,693] | |
| Operating income | | | [removed: 302,219] [added: 331,918] | | | | [removed: 269,419] [added: 302,219] | | | | [removed: 272,990] [added: 269,419] | |
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
| | |
| October 30, 2015 | October 30, 2015 |
October 30, 2015
October 30, 2015
_The accompanying notes are an integral part of these consolidated financial statements._
| At August 31, | | 2015 | | | | 2014 | | |
| Cash and cash equivalents | | $ | 158,914 | | | $ | 116,378 | |
| Deferred taxes | | | 562 | | | | — | |
| Long-term debt | | | 35,000 | | | | — | |
_The accompanying notes are an integral part of these consolidated financial statements._
| Net income | | $ | 241,051 | | | $ | 211,543 | | | $ | 198,637 | |
| Proceeds from debt | | | 35,000 | | | | — | | | | — | |
| Debt issuance costs | | | (32 | ) | | | — | | | | — | |
_The accompanying notes are an integral part of these consolidated financial statements._
| Years Ended August 31, | | 2015 | | | | 2014 | | | | 2013 | | |
| Stock-based compensation expense | | | 26,371 | | | | 22,891 | | | | 39,951 | |
| Tax benefits from share-based payment arrangements | | | 28,948 | | | | 11,955 | | | | 25,225 | |
| Net income | | | 241,051 | | | | 211,543 | | | | 198,637 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Net income | | | 241,051 | | | | 211,543 | | | | 198,637 | |
| 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 | ) |
| Net unrealized (loss) gain on cash flow hedges, net of tax | | | (868 | ) | | | 5,357 | | | | (3,296 | ) |
| Dividends | | | (68,904 | ) | | | (62,558 | ) | | | (57,832 | ) |
_The accompanying notes are an integral part of these consolidated financial statements._
The Company is required to test goodwill for impairment annually, or more frequently if impairment indicators occur.
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.
FactSet’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.
This accounting standard update will be effective for FactSet beginning in the first quarter of fiscal 2019, with early adoption in fiscal 2018 permitted.
_Income Statement Presentation – Extraordinary and Unusual Items_
In January 2015, the FASB issued an accounting standard update that eliminates from GAAP the concept of extraordinary items.
The standard primarily involves presentation and disclosure and, therefore, is not expected to have a material impact on the Company’s financial condition, results of operations or its cash flows.
_Simplification Guidance on Debt Issuance Costs_
| | | |
| October 30, 2014 | October 30, 2014 |
Ernst & Young LLP
October 30, 2014
PricewaterhouseCoopers LLP
| | | | | | | | | |
| Cash and cash equivalents at beginning of year | | | 196,627 | | | | 189,044 | | | | 181,685 | |
| Retirement of treasury stock | | | 0 | | | | 0 | | | | 850,935 | |
| Retirement of treasury stock | | | 0 | | | | 0 | | | | (489,286 | ) |
Intangible assets consist of certain acquired content databases, client relationships, software technology, non-compete agreements and trade names resulting from the acquisitions of Mergerstat (M&A data), JCF (earnings and other estimates), TrueCourse (takeover defense intelligence), Derivative Solutions (fixed income), AlphaMetrics (research and performance evaluation networking tool), Global Filings (equity and fixed income prospectuses), DealMaven (investment banking workflow tool), Thomson Fundamentals (financial data), Market Metrics (U.S. market research data on advisor-sold investments and insurance products), StreetAccount (financial news), Revere (industry taxonomy and supply chain data) and Matrix (UK mutual fund intelligence) 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.
Internal Use Software
Certain costs related to computer software developed or obtained for internal use are capitalized.
FactSet capitalizes only those direct costs incurred during the application development and implementation stages for developing, purchasing or otherwise acquiring software solely to meet the Company’s internal needs.
Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the underlying software, three years or less.
During fiscal 2014, 2013 and 2012, the Company capitalized $0.7 million, $0.7 million and $0.9 million, respectively of internal employee compensation costs associated with the application development and implementation stages for developing software for internal use only.
In fiscal 2014, 2013 and 2012, FactSet recorded amortization expense related to capitalized software of $0.8 million, $0.9 million and $0.9 million, respectively.
Product Development
The Company capitalizes software development costs related to software to be sold, leased, or otherwise marketed.
Software development costs are expensed as incurred until technological feasibility has been established, at which time such costs are capitalized until the product is available for general release to the public.
Once the point of technological feasibility is reached, which is the completion of a working prototype that has been certified as having no critical bugs and is a release candidate or has alternative future uses, development costs are capitalized until the product is ready for general release.
Research and product development costs not subject to capitalization are expensed as incurred.
As of August 31, 2014 and 2013, there were no software development costs capitalized related to software to be sold, leased, or otherwise marketed.
_Balance Sheet Offsetting_
In December 2011, the FASB issued an accounting standard update requiring enhanced disclosures about certain financial instruments and derivative instruments that are offset in the balance sheet or that are subject to enforceable master netting arrangements or similar agreements.
In January 2013, the FASB issued a clarifying accounting standard update, which limited the scope of the previous guidance to only derivatives, repurchase type agreements and securities borrowing and lending transactions.
In July 2012, the FASB issued an accounting standard update intended to simplify how an entity tests indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary.
| | | | | | | | | | | | | | | | | |
| _Total assets measured at fair value_ | | $ | 156,693 | | | $ | 12,725 | | | $ | 0 | | | $ | 169,418 | |
| British Pound | | | 0 | | | | 10,436 | | | | 0 | | | | 131 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total | | $ | (7,740 | ) | | $ | 0 | | | $ | (7,740 | ) |
| Revenues from clients | | $ | 550,474 | | | $ | 197,404 | | | $ | 57,915 | | | $ | 805,793 | |
| Segment operating profit | | | 149,968 | | | | 95,417 | | | | 27,605 | | | | 272,990 | |
| Total assets | | | 377,320 | | | | 266,967 | | | | 49,856 | | | | 694,143 | |
| Depreciation and amortization | | | 25,061 | | | | 4,922 | | | | 3,796 | | | | 33,779 | |
| Stock-based compensation | | | 20,180 | | | | 1,680 | | | | 122 | | | | 21,982 | |
| Capital expenditures | | | 20,408 | | | | 488 | | | | 1,624 | | | | 22,520 | |
| Total long-lived assets | | $ | 57,641 | | | $ | 65,371 | | | $ | 76,530 | |
| Balance at August 31, 2012 | | $ | 167,817 | | | $ | 73,806 | | | $ | 4,168 | | | $ | 245,791 | |
| Foreign currency translations | | | 0 | | | | (382 | ) | | | (841 | ) | | | (1,223 | ) |
An excerpt. Shown here: 40 of 553 rewritten, 40 of 296 added and 40 of 153 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2015 filing and the FY2014 filing.
Item 9A. CONTROLS AND PROCEDURES
7 rewritten, 0 added, 0 removed, 6 unchanged
[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures][added: Procedures]
[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]
There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal [removed: 2014] [added: 2015] that [removed: has] [added: have] materially affected, or [removed: is] [added: are] reasonably likely to materially affect, the Company’s internal control over financial reporting.
[removed: Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting][added: Reporting]
See Management’s Report on Internal Control over Financial Reporting under Item 8 on page [removed: 41.][added: 45.]
[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]
See Report of Independent Registered Public Accounting Firm under Item 8 on page [removed: 43.][added: 47.]
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 0 removed, 4 unchanged
The information required by this item relating to our directors and nominees, regarding compliance with Section 16(a) of the Securities Act of 1934, and regarding our Audit Committee is included under the captions “Corporate Governance” and “Security Ownership of Certain Beneficial Owners and Management” and contained in the definitive Proxy Statement dated October 30, [removed: 2014,] [added: 2015,] all of which information is incorporated herein by reference.
Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive officers is included under the caption “Executive Officers” of the Company’s definitive Proxy Statement dated October 30, [removed: 2014,] [added: 2015,] all of which information is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item relating to our executive compensation is included under the caption “Executive Compensation” contained in the definitive Proxy Statement dated October 30, [removed: 2014,] [added: 2015,] all of which information is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item relating to security ownership of certain beneficial owners and management is included under the caption “Security Ownership of Certain Beneficial Owners and Management” and the information required by this item relating to securities authorized for issuance under equity compensation plans is included under the caption “Equity Compensation Plan Information,” in the definitive Proxy Statement dated October 30, [removed: 2014,] [added: 2015,] all of which information is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item relating to review, approval or ratification of transactions with related persons is included under the caption “Certain Relationships and Related Transactions” and the information required by this item relating to director independence is included under the caption “Corporate Governance” contained in the definitive Proxy Statement dated October 30, [removed: 2014,] [added: 2015,] all of which information is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this item is included under the caption “Proposal 2: Ratification of Independent Registered Public Accounting Firm” in the definitive Proxy Statement dated October 30, [removed: 2014,] [added: 2015,] all of which information is incorporated herein by reference.
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
29 rewritten, 5 added, 5 removed, 72 unchanged
The Index to Consolidated Financial Statements under Item 8 on page [removed: 40] [added: 44] is incorporated herein by reference as the list of financial statements required as part of this report.
Years Ended August 31, [added: 2015,] 2014, [removed: 2013,] and [removed: 2012] [added: 2013] (in thousands):
| Receivable reserve and billing [removed: adjustments*] [added: adjustments(1)] | | Balance at Beginning of Year | | | | Charged to Expense/ Against Revenue | | | | Write-offs, Net of Recoveries | | | | Balance at End of Year | | |
[removed: * Additions] [added: | | (1) | _Additions] to the receivable reserve for doubtful accounts are charged to bad debt expense. [added: Additions to the receivable reserve for billing adjustments are charged against revenues._ |]
| EXHIBIT NUMBER | [removed: |] DESCRIPTION | [added: |]
| 10.7 | | The FactSet Research Systems Inc. 2008 Employee Stock Purchase [removed: Plan] [added: Plan, as Amended and Restated] (9) |
| _(1)_ | _Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. [removed: 333-__0__4238)._] [added: 333-04238)._] |
| _(2)_ | _Incorporated by reference to the [removed: Company’s_ _annual report_ _on] [added: Company’s annual report on] Form [removed: 10-__K] [added: 10-K] for fiscal year 2001._ |
| _(3)_ | _Incorporated by reference to the [removed: Company’s_ _periodic] [added: Company’s periodic] report on Form 8-K, filed on December 16, 2011._ |
| [removed: _(4__)_] [added: _(4)_] | _Incorporated by reference to the [removed: Company’s_ _periodic] [added: Company’s periodic] report on Form 8-K, filed on December 17, 2013._ |
| [removed: _(5__)_] [added: _(5)_] | _Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-22319)._ |
| [removed: _(6__)_] [added: _(6)_] | _Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-56870)._ |
| [removed: _(__7__)_] [added: _(7)_] | _Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. [removed: 333-__171667__)._] [added: 333-171667)._] |
| [removed: _(8__)_] [added: _(8)_] | _Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-59839)._ |
| [removed: _(__9__)_] [added: _(9)_] | _Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. [removed: 333-__156649__)._] [added: 333-201498)._] |
| Date: October 30, [removed: 2014] [added: 2015] | /s/ [added: F.] PHILIP [removed: A. HADLEY] [added: SNOW] |
| [removed: |] Philip A. Hadley | [added: | | | |]
| | [removed: Chairman and] Chief Executive Officer |
Pursuant to the requirements of [added: the] Securities Exchange Act of 1934, this [removed: report] [added: Report] has been signed below by the following persons on behalf of the [removed: registrant] [added: Registrant] and in the capacities [added: and] on the dates indicated.
| /S/ [added: F.] PHILIP [removed: A. HADLEY] [added: SNOW] | | [removed: Chairman and] Chief Executive Officer [added: and Director] | October 30, [removed: 2014] [added: 2015] | |
| [added: F.] Philip [removed: A. Hadley] [added: Snow] | | (Principal Executive Officer) | | |
| /s/ MAURIZIO NICOLELLI | | Senior Vice [removed: President and] [added: President,] Chief Financial Officer | October 30, [removed: 2014] [added: 2015] | |
| /s/ MATTHEW J. MCNULTY | | Vice [removed: President and] [added: President,] Controller | October 30, [removed: 2014] [added: 2015] | |
| [removed: /s/] [added: /S/] JAMES J. MCGONIGLE | | Lead Independent Director | October 30, [removed: 2014] [added: 2015] | |
| [removed: /s/] [added: /S/] ROBIN A. ABRAMS | | Director | October 30, [removed: 2014] [added: 2015] | |
| [removed: /s/] [added: /S/] SCOTT A. BILLEADEAU | | Director | October 30, [removed: 2014] [added: 2015] | |
| [removed: /s/] [added: /S/] JOSEPH E. LAIRD, JR. | | Director | October 30, [removed: 2014] [added: 2015] | |
| [removed: /s/] [added: /S/] WALTER F. SIEBECKER | | Director | October 30, [removed: 2014] [added: 2015] | |
| /s/ JOSEPH R. ZIMMEL | | Director | October 30, [removed: 2014] [added: 2015] | |
| 2015 | | $ | 1,662 | | | $ | 2.268 | | | $ | 2,350 | | | $ | 1,580 | |
| --- | --- | --- |
| | F. Philip Snow |
| /S/ PHILLIP A. HADLEY | | Chairman | October 30, 2015 | |
| | | | | |
| | | | | | | | | | | | | | | | | |
| 2012 | | $ | 1,955 | | | $ | 1,863 | | | $ | 1,988 | | | $ | 1,830 | |
Additions to the receivable reserve for billing adjustments are charged against revenues.
| /s/ MICHAEL F. DICHRISTINA | | Director | October 30, 2014 | |
| Michael F. DiChristina | | | | |