FactSet Research Systems (FDS) 10-K risk factor changes: FY2020 vs FY2019
The 2020-08-31 10-K against the 2019-08-31 one, compared heading by heading and sentence by sentence.
Item 1A54 rewritten107 added4 removed105 unchanged
All filing items1,466 rewritten1,170 added1,067 removed515 unchanged
Sentence counts leave out repeated page headers and footers. 5 of those lines differ and are listed apart under each item.
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, 1,170 added, 1,067 removed, 1,466 rewritten and 515 unchanged across 20 items that differ.
- Not counted above: 5 repeated page header or footer lines also differ. They are listed apart under each item.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
54 rewritten, 107 added, 4 removed, 105 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
The following risks could materially and adversely affect our business, financial condition, cash flows, [added: and] results of operations [removed: and] [added: and,] as a result, the trading price of our common stock could decline.
Investors should also refer to the other information set forth in this [added: Annual] Report on Form 10-K, including [removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements including the related notes.][added: Item 7.]
Investors should carefully consider all risks, including those [removed: disclosed,] [added: disclosed here,] before making an investment decision.
[removed: _Loss,] [added: Loss,] corruption and misappropriation of data and information relating to clients and [removed: others_][added: others]
Many of our products, as well as our internal systems and processes, involve the storage and transmission of our own, as well as supplier and [removed: customer] [added: customer,] proprietary information and sensitive or confidential data.
If we fail to maintain the adequacy of our internal [added: data] controls, unauthorized access or misappropriation of client or supplier data by an employee or an external third-party could occur.
Many jurisdictions in which we operate have laws and regulations relating to data privacy and protection of personal information, including the European Union General Data Protection [removed: Regulation] [added: Regulation,] which became effective [removed: May 25, 2018, and California's Consumer Privacy Act, effective January 1, 2020.]
[removed: _Successful] [added: Successful] cyber-attacks and the failure of cyber-security systems and [removed: procedures_][added: procedures]
In providing our digital-enabled services to clients, we rely on information technology infrastructure that is [removed: primarily] managed [removed: internally,] [added: internally] along with [removed: some] [added: placing] reliance [removed: placed] on third-party service providers.
[removed: _A] [added: A] prolonged or recurring outage at our data centers and other business continuity disruptions at facilities could result in reduced service and the loss of [removed: clients_][added: clients]
Our computer operations, as well as our other business centers, and those of our suppliers and [removed: clients] [added: clients,] are vulnerable to interruption by fire, natural disaster, power loss, telecommunications failures, terrorist attacks, acts of war, civil unrest, Internet failures, computer viruses, security breaches, and other events beyond our reasonable control.
[removed: _Competition] [added: Competition] in our industry may cause price reductions or loss of market [removed: share_][added: share]
We continue to experience intense competition across all markets for our [removed: products] [added: products,] with competitors ranging in size from smaller, highly specialized, single-product businesses to multi-billion-dollar companies.
[removed: _The] [added: The] continued shift from active to passive investing could negatively impact user count growth and [removed: revenue_][added: revenue]
[removed: _A] [added: A] decline in equity and/or fixed income returns may impact the buying power of investment management [removed: clients_][added: clients]
Approximately [removed: 83.7%] [added: 84%] of our ASV is derived from our investment management clients.
[removed: _Failure] [added: Failure] to develop and market new products and enhancements that maintain our technological and competitive position and failure to anticipate and respond to changes in the marketplace for our [removed: products_][added: products and customer demands]
[removed: _Uncertainty, consolidation and business failures] [added: Uncertainty] in the global [removed: investment banking] [added: economy and consolidation in the financial services] industry may cause us to lose clients and [removed: users_][added: users]
[removed: Consolidation] [added: Mergers, consolidation] or contraction [added: of our clients] in [removed: this] [added: the financial services] industry [added: also could] directly [removed: impacts] [added: impact] the number of [added: clients and] prospective clients and users [removed: within the sector.][added: of our products and services.]
[removed: Thus, economic uncertainty for our] [added: in the] global [removed: investment banking clients, consolidation] [added: financial system,] and [removed: business failures] [added: consolidation] in this sector could adversely affect our [added: business,] financial results and future growth.
[removed: _Volatility] [added: Volatility] in the financial markets may delay the spending pattern of clients and reduce future ASV [removed: growth_][added: growth]
[removed: _Additional] [added: Additional] cost due to tax assessments resulting from ongoing and future audits by tax authorities as well as changes in tax [removed: laws_][added: laws]
In the ordinary course of business, we are subject to [added: changes in] tax [added: laws as well as tax] examinations by various governmental tax authorities.
In August 2019, [removed: FactSet] [added: we] received a Notice of Intent to Assess (the [removed: “Notice”)] [added: "Notice")] additional sales taxes, interest and underpayment penalties from the Commonwealth of Massachusetts Department of Revenue relating to prior tax periods.
The Notice follows FactSet’s previously disclosed response to a letter from the Commonwealth requesting additional sales [removed: information.]
Based upon a preliminary review of the Notice, [removed: the Company believes] [added: we believe] the Commonwealth may assess sales tax, interest and underpayment penalties on previously recorded sales transactions.
[removed: The Company intends] [added: We intend] to contest any such assessment, if assessed, and [removed: continues] [added: continue] to cooperate with the Commonwealth’s inquiry.
Due to uncertainty surrounding the assessment process, [removed: the Company is] [added: we are] unable to reasonably estimate the ultimate outcome of this matter and, as such, [removed: has] [added: have] not recorded a liability as of August 31, [removed: 2019.][added: 2020.]
[removed: While FactSet believes] [added: We believe] that [removed: it will] [added: we] ultimately [added: will] prevail if [removed: the Company is] [added: we are] presented with a formal assessment; [added: however,] if [removed: FactSet does] [added: we do] not prevail, the amount could have a material impact on [removed: the Company’s] [added: our] consolidated financial position, cash flows and results of operations.
The TCJA enacted broad changes to the U.S. Internal Revenue code, including reducing the federal corporate income tax rate from 35% to 21%, [removed: amongst] [added: among] many other complex provisions.
The ultimate impact of such tax reform may differ from our current estimate due to changes in interpretations and assumptions made by [removed: us] [added: us,] as well as the issuance of further regulations or [removed: guidance.][added: guidance, or further legislative changes to the U.S. Internal Revenue code.]
[removed: _Failure] [added: Failure] to identify, integrate, or realize anticipated benefits of acquisitions and strains on resources as a result of [removed: growth_][added: growth]
Further, the addition of new clients and the implementation of such improvements would require additional management time [removed: and resources.]
[removed: _Failure] [added: Failure] to enter [removed: into or] [added: into,] renew [added: or comply with] contracts supplying new and existing data sets or products on competitive [removed: terms_][added: terms]
We [removed: believe we] are not dependent on any one [removed: significant] third-party data [removed: supplier.][added: supplier in order to meet the needs of our clients.]
Our failure to be able to maintain these [removed: relationships] [added: relationships,] or the failure of our suppliers to deliver accurate data or in a timely [removed: manner] [added: manner, or the occurrence of a dispute with a vendor over use of their content,] could [added: increase our costs and reduce the type of content and products available to our clients, which could harm our reputation in the marketplace and] adversely affect our business.
[removed: _Inability] [added: Inability] to hire and retain key qualified [removed: personnel_][added: personnel]
Our business is based on successfully attracting, motivating and retaining talented [added: and diverse] employees.
[removed: _Increased] [added: Increased] accessibility to free or relatively inexpensive information sources may reduce demand for our [removed: products_][added: products]
[removed: _Third] [added: Third] parties may claim we infringe upon their intellectual property rights or may infringe upon our intellectual property [removed: rights_][added: rights]
*Management’s Discussion and Analysis of Financial Condition and Results of Operation*s and the Company’s Consolidated Financial Statements including the related Notes.
Technology & Data Security Risks
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
May 25, 2018, and California's Consumer Privacy Act, which became effective January 1, 2020.
Our and our vendors' use of mobile and cloud technologies may increase our risk for such threats.
Our information technology systems must be constantly updated and patched to protect against known vulnerabilities and to optimize performance.
Our contracts with service providers typically require them to implement and maintain adequate security controls, but we may not have the ability to effectively monitor these security measures.
As a result, inadequacies of the third party security technologies and practices may not be detected until after a security breach has occurred.
If we experience significant growth of our customer base or increases in the number of products or services or in the speed at which we are required to provide products and services, it may strain our systems.
Additionally, our systems and networks may become strained due to aging or end-of-life technology that we have not yet updated or replaced.
Additionally, we may also face significant increases in our use of power and data storage and may experience a shortage of capacity and increased costs associated with such usage.
Transition to new technologies, applications and processes could expose us to unanticipated disruptions
The technology landscape is constantly evolving.
To remain competitive, we must adapt and migrate to new technologies, applications and processes.
Use of more advanced technologies and infrastructure is critical to the development of our products and services, the scaling of our business for future growth, and the accurate maintenance of our data and operations.
The implementation of new technologies and infrastructure, such as migration to new cloud-based systems, is complex and can involve substantial expenditures as well as risks inherent in the conversion to any new system, including potential loss of information and disruption to operations.
We may experience unanticipated interruption and delay in the performance and delivery of certain of our products and services.
Certain of our technologies are also dependent upon third party providers to maintain adequate systems to protect the security of our confidential information and data.
Failure by our providers to maintain appropriate security could result in unauthorized access to our systems or a network disruption that could further lead to improper disclosure of confidential information or data, regulatory penalties and remedial costs.
Any disruption to either the provider’s systems or the communication links between us and the provider could negatively affect our ability to operate our data systems and could impair our ability to provide services to our clients.
If the services to our clients are disrupted, or if there is unauthorized access to the confidential information of our clients or our vendors, we could suffer significant damage to our brand and reputation and lose clients.
As we increase our reliance on third party systems, our exposure to damages from services disruptions may increase, and we may incur additional costs to remedy damages caused by these disruptions.
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
Use of open source software could introduce security vulnerabilities, impose unanticipated restrictions on our ability to commercialize our products and services, and subject us to increased costs
We use open source code in our software development and incorporate it into our products and internal systems.
The use of open source code may entail greater risks than the use of third-party commercial software.
Open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality or security of the code.
Some open source licenses provide that if we combine our proprietary applications with the open source software in a certain manner, we could be required to release the source code of our proprietary applications to the public.
This would allow our competitors to create similar products with less development effort and time and ultimately put us at a competitive disadvantage.
We have implemented procedures to control the use of source code so was to mitigate this risk; however, the terms of many open source licenses are also ambiguous and have not been interpreted by U.S. or other courts.
Therefore, there is a risk that our internal procedures controlling the use of open source code could fail, or that the licenses could be construed in a manner that imposes unanticipated conditions or restrictions on us.
If any of this were to occur, we could be required to seek alternative third-party licenses at increased costs or reduced scope, to re-engineer products or systems, or potentially to discontinue the licensing of certain products.
Any remedial actions could divert resources away from our development efforts, be time intensive and have a significant cost.
Strategy & Market Demand Risks
Many of our clients are investment banks, asset managers, wealth advisors, and other financial services entities.
Uncertainty in the global economy or a lack of confidence in the global financial system could negatively impact our clients, which could cause a corresponding negative impact on our business results.
If our clients merge with or are acquired by other entities that are not our clients, or that use fewer of our products and services, they may discontinue or reduce their use of our products and services.
Thus, economic uncertainty, lack of confidence
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
The COVID-19 pandemic may increase this risk as it may curtail our client's spending and lead them to delay or defer purchasing decisions or product service implementations, or cause them to cancel or reduce their spending with us, which could negatively impact our revenues and future growth.
Our investment banking clients that perform mergers and acquisitions ("M&A") advisory work, capital markets services and equity research, account for approximately 16.3% of our ASV.
A significant portion of these revenues relate to services deployed by the largest banks.
We also make efforts, when reasonable, to locate alternative sources to ensure we are not dependent on any one third-party data supplier.
In addition to the MiFID II requirements, we further believe the proposed withdrawal of the U.K. from the European Union (also known as Brexit) on terms still being negotiated, has created economic uncertainty among our client base.
An excerpt. Shown here: 40 of 54 rewritten, 40 of 107 added and all 4 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2020 filing and the FY2019 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
263 rewritten, 285 added, 421 removed, 73 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
[removed: | | • |] [added: -] Executive Overview [removed: |]
[removed: | | • |] [added: -] Key Metrics [removed: |]
[removed: | | • |] [added: -] Results of Operations [removed: |]
[removed: | | • | Liquidity |][added: Sources of Liquidity]
[removed: | | • |] [added: - Liquidity and] Capital Resources [removed: |]
[removed: | | • |] [added: -] Foreign Currency [removed: |]
[removed: | | • |] [added: -] Off-Balance Sheet Arrangements [removed: |]
[removed: | | • | Share] [added: Share] Repurchase [removed: Program |][added: Program]
[removed: | | • | Contractual Obligations |][added: Contractual Obligations]
[removed: | | • | Dividends |][added: Dividends]
[removed: | | • | Significant] [added: - Critical] Accounting Policies and [removed: Critical Accounting] Estimates [removed: |]
[removed: | | • |] [added: -] New Accounting Pronouncements [removed: |]
[removed: The MD&A] [added: *This Management’s Discussion and Analysis of Financial Condition and Results of Operations] should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item [removed: 8, Financial Statements and Supplementary Data, of this Report on Form 10-K.][added: 8.]
[removed: Executive Overview][added: Executive Overview]
FactSet [removed: Research Systems Inc. (the “Company” or “FactSet”)] is a global provider of integrated financial information, analytical applications and industry-leading services for the investment and corporate communities.
Our goal is to provide a seamless user experience spanning idea generation, research, portfolio [removed: construction,] [added: construction and analysis,] trade execution, performance measurement, risk management, [removed: reporting,] and [removed: portfolio analysis,] [added: reporting,] in which we serve the front, middle, and back offices to drive productivity and improved performance.
We are focused on growing our business [removed: throughout each of our] [added: through] three [removed: segments,] [added: segments:] the [removed: U.S., Europe,] [added: Americas, EMEA] and Asia Pacific.
[removed: We] [added: Within each of our segments, we] primarily deliver insight and information through [removed: the] [added: our four] workflow solutions of Research, Analytics and Trading, [removed: Content and Technology Solutions] [added: CTS] and Wealth.
We currently serve [added: a wide range of] financial professionals, which include [added: but are not limited to,] portfolio managers, investment research professionals, investment bankers, risk and performance analysts, wealth advisors, and corporate clients.
We provide both insights on global market trends and intelligence on companies and industries, as well as capabilities to monitor portfolio risk and performance and [removed: to] execute trades.
We combine dedicated client service with open and flexible technology offerings, such as a [removed: comprehensive data marketplace, a] configurable [removed: mobile and] desktop [added: and mobile] platform, [added: comprehensive data feeds, an open marketplace,] digital portals and [removed: application programming interface (“APIs”).][added: APIs.]
Our revenue is primarily derived from subscriptions to products and services such as workstations, [added: portfolio] analytics, enterprise data, [removed: research management,] and [removed: trade execution.][added: research management.]
[removed: Fiscal 2019] [added: Fiscal 2020] Year in [removed: Review][added: Review]
Revenue for the fiscal year [removed: 2019] [added: 2020] was [removed: $1.44] [added: $1.49] billion, an increase of [removed: 6.3%] [added: 4.1%] from the prior [removed: year comparable period, of which, 6.2% of the increase can be attributed to organic revenue growth.][added: year.]
Revenue growth [removed: can be attributed primarily to] [added: from] Analytics and [removed: Trading, CTS and Wealth] [added: Trading was primarily] due [removed: mainly] to increased demand for our [added: risk management,] portfolio analytics [removed: solutions, core] and [removed: premium data feeds and our wealth workstations.][added: reporting solutions.]
As of August 31, [removed: 2019,] [added: 2020,] organic annual subscription value [removed: (“organic ASV”)] [added: ("organic ASV")] plus professional services totaled [removed: $1.48] [added: $1.56] billion, an increase of [removed: 5.1%] [added: 5.3%] over the prior year.
Operating income [removed: grew 19.6%] [added: increased by 0.4%] and diluted earnings per share ("EPS") increased [removed: 33.9%] [added: 6.3%] compared to the prior [removed: year period.][added: year.]
[removed: In addition,] [added: Our] clients and users reached new highs of [removed: 5,574] [added: 5,875] and [removed: 126,822,] [added: 133,051,] respectively, in fiscal [removed: 2019.][added: 2020.]
Over the last 12 months, we returned [removed: $320.4] [added: $310.1] million to stockholders in the form of share repurchases and dividends.
[removed: Client] [added: Client] Service / [removed: Consultants][added: Customer Success]
[removed: As] [added: An important] part of [removed: the] [added: our] comprehensive value [removed: of FactSet’s solutions, consultants are] [added: to clients is our Customer Success team, a] versatile [removed: business people] [added: group of business-people] with knowledge of [removed: the] financial markets and [removed: FactSet products.][added: FactSet's solutions.]
[removed: Consultants] [added: Customer Success Managers] work closely with [removed: clients] [added: our clients,] advising [added: them on] how [removed: FactSet] [added: FactSet's] solutions can [removed: be] best [added: be] leveraged to enhance [removed: their] efficiency across workflows.
Client satisfaction is [added: therefore] critical to how we measure the success [removed: of] our [removed: service.][added: success.]
We believe that these strong relationships help [removed: enable] [added: ensure continued] high rates of retention and [removed: expansion of client business.][added: account expansion.]
[removed: Key Metrics][added: Key Metrics]
| | | [added: |] As of and for the Year Ended August 31, | | | | | | | | | [removed: | |]
| [removed: _(in millions, except_ _per] [added: *(in thousands, except per] share [removed: data,_ _client and user counts)_] [added: data)*] | | [added: | | | | 2020 | | | | | |] 2019 | | | | [removed: 2018] | | [added: $ Change] | | [added: | | | | %] Change | | |
The table below provides [removed: an unaudited] [added: a] reconciliation of ASV to organic ASV:
| | | [added: |] As of August 31, | | | | | | | | | | | [added: |]
| [removed: _(in millions)_] [added: *(in millions)*] | | [removed: 2019] | [added: 2020] | | | [removed: 2018] | | | [added: 2019] | [added: | |] Change | | |
Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
For a similar detailed discussion comparing fiscal 2019 and 2018, refer to Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations within the Company's Annual Report on Form 10-K for the year ended August 31, 2019.
This discussion contains forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from those discussed below.
Factors that could cause such differences include, but are not limited to, those identified below and those discussed in Item 1A.
Risk Factors of this Annual Report on Form 10-K.*
Business Strategy
Current technology trends are leading to a greater demand to deliver a fully digital and integrated client experience.
To take advantage of these developments we have focused our innovations and strategic investments in cloud computing, data lakes, APIs and our hosted proprietary data and analytics platform to provide real-time, predictive business intelligence for a seamless client experience.
We continue to expand our broad financial content to provide support for our clients' most sophisticated investment strategies including enhanced data in private markets, industry specific deep sector and ESG.
As a premier financial solutions provider for the global financial community, we provide workflow solutions and leading analytical applications, powered by cognitive capabilities and robust technology, across the investment portfolio lifecycle.
We bring the front, middle and back offices together to drive productivity and performance at every step of the investment process using our open and scalable solutions.
Our strategy is focused on growing our business in each of our three segments: the Americas, EMEA, and
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
Asia Pacific.
We believe this geographical strategic alignment helps us better manage our resources.
To execute on our business strategy of broad-based growth across each geographical segment, we continue to look at ways to create value for our clients by offering data, products and analytical applications within our four workflow solutions of Research, Analytics and Trading, CTS and Wealth.
This increase was due to growth across all our operating segments, primarily in the Americas, followed by EMEA and Asia Pacific, supported by increased revenue from each of our workflow solutions, mainly in Analytics and Trading, followed by CTS and Wealth.
Revenue also increased due to the benefit from our annual price increase.
This increase was partially offset by higher spend in employee compensation, including stock-based compensation, increased computer-related expenses, the impairment of an investment and increased professional fees on a year-over-year basis.
Additionally, EPS benefited from a reduction in the income tax provision, interest expense and diluted weighted average shares outstanding, compared to the prior year period.
As of August 31, 2020, our employee count was 10,484, up 8.3% in the past 12 months, due primarily to an increase in net new employees of 9.8% in Asia Pacific, 6.4% in EMEA, and 5.4% in the Americas.
Of our total employees, as of August 31, 2020, 6,643 were located in Asia Pacific, 2,477 were located in the Americas and 1,364 were located in EMEA.
FactSet garnered many awards in 2020, with honors covering every aspect of the Company's business.
Highlights include: Buy-Side Market Risk Management Product of the Year from the Risk.net Markets Technology Awards; Best EMS from the Markets Media Markets Choice Awards; Best Client Reporting Solution from the FTF News Technology Innovation Awards; Best Technology Provider, Client Portals, from the Wealthmanagement.com Awards; and various awards including Best Data Provider to the Buy-Side, Best Data Provider to the Sell-Side, and Best Buy-Side Data Analytics Tool organized by Waters Technology.
Additionally, our information and analytical applications are supported by a team of financial data and modeling experts, who take a consultative approach to fully understand our clients’ challenges and advise them on how FactSet solutions can best be tailored and leveraged to meet each client's unique objectives and strategies.
A client-centric approach is foundational to the Company's ongoing achievements.
COVID-19 Update
A novel strain of coronavirus, now known as COVID-19 ("COVID-19"), was first reported in December 2019, and it has since extensively impacted the global health and economic environment, with the World Health Organization characterizing COVID-19 as a pandemic on March 11, 2020.
The COVID-19 virus has spread to nearly all regions in the world, creating significant uncertainties and disruption in the global economy.
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
We closely monitor pandemic-related developments, and our highest priority is the health and safety of our employees, clients, vendors and stakeholders.
We have taken, and continue to take, numerous steps to address the COVID-19 pandemic.
We have implemented a business continuity plan with a dedicated incident management team to respond quickly and effectively to changes in our environment to continue offering our clients uninterrupted products, services and support while also protecting our employees.
We will continue to coordinate our COVID-19 response based on guidance from global health organizations, relevant governments and pandemic response best practices.
We have required the vast majority of our employees at our offices across the globe (including our corporate headquarters) to work remotely on a temporary basis and have implemented global travel restrictions for our employees.
Nearly all our employees are currently working remotely.
We believe our transition to remote working has been successful and has not significantly affected our financial results for the fiscal year ended August 31, 2020.
We are planning to re-open many of our offices during fiscal 2021, utilizing a three-phased approach to provide flexibility for employees with a focus on social distancing and safety.
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| | • | Market Trends |
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| | • | Forward-Looking Factors |
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| | • | Business Developments |
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We won multiple awards, which included Best Data Provider to the Sell-Side, Best Performance Measurement and Attribution System Provider, and Best Client Reporting System at the Waters Technology Awards, Best Alternative Data Initiative and Best Data Analytics Provider at the Inside Market Data Awards.
We expanded our data offering within CTS, on the Open:FactSet Marketplace, which now includes over 100 content and solution sets, including new data feeds from Mastercard and IHS Markit.
Additionally, we launched a Global Robotics and Automation Index licensed to Sumitomo Mitsui Trust Asset Management Co., Ltd., marking our entry in the Japanese index mutual fund market.
In December 2018, we appointed Daniel Viens as Chief Human Resources Officer and in June 2019, we appointed Franck Gossieaux as Executive Vice President, Global Head of Sales and Client Solutions.
A client-centric approach is a key foundation of our success at the Company.
Additionally, our information and analytical applications are supported by a team of financial data and modeling experts.
The following is a review of our key metrics:
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| Revenue | | $ | 1,435.4 | | | $ | 1,350.1 | | | | 6.3 | % |
| Operating Income | | $ | 438.0 | | | $ | 366.2 | | | | 19.6 | % |
| Net Income | | $ | 352.8 | | | $ | 267.1 | | | | 32.1 | % |
| Diluted EPS | | $ | 9.08 | | | $ | 6.78 | | | | 33.9 | % |
| Clients(1) | | | 5,574 | | | | 5,142 | | | | 8.4 | % |
| Users | | | 126,822 | | | | 91,897 | | | | 38.0 | % |
| _(1)_ | _In the first quarter of_ _fiscal_ _2019, we changed our client count definition to include clients from the April 2017 acquisition of FactSet Digital Solutions Group ("FDSG")._ _The prior year client count was not restated to reflect this change._ |
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| Organic ASV(2) | | $ | 1,463.3 | | | $ | 1,393.1 | | | | 5.0 | % |
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| _(2)_ | _Organic ASV excludes ASV from acquisitions and dispositions completed within the last 12 months, the effects of foreign currency, and professional services._ |
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Organic Annual Subscription Value Growth
An excerpt. Shown here: 40 of 263 rewritten, 40 of 285 added and 40 of 421 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 FY2020 filing and the FY2019 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
16 rewritten, 17 added, 38 removed, 3 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
[removed: Foreign] [added: Foreign] Currency Exchange [removed: Risk][added: Risk]
[removed: We] [added: In the normal course of business, we are exposed to foreign currency exchange risk as we] conduct business outside the U.S. in several currencies including the [removed: Euro,] British Pound Sterling, [added: Euro,] Indian Rupee, and Philippine Peso.
To manage the exposures related to the effects of foreign exchange rate fluctuations, [added: the] we utilize derivative instruments (foreign currency forward contracts).
The changes in fair value for these foreign currency forward contracts are initially reported as a component of [removed: accumulated other comprehensive loss] [added: AOCL] and subsequently reclassified into operating expenses when the hedged exposure affects earnings.
A sensitivity analysis was performed based on the estimated fair value of all foreign currency forward contracts outstanding at August 31, [removed: 2019.][added: 2020.]
If the U.S. dollar had been 10% weaker, the fair value of outstanding foreign currency forward contracts would have increased by [removed: $10.8] [added: $13.0] million, which would have had an immaterial impact on our Consolidated Balance [removed: Sheets.][added: Sheet.]
If we had no hedges in place as of August 31, [removed: 2019,] [added: 2020,] a hypothetical 10% weaker U.S. dollar against all foreign currencies from the quoted foreign currency exchange rates at August 31, [removed: 2019,] [added: 2020, with operating results held constant in local currencies,] would result in a decrease in operating income by [removed: $28.0] [added: $35.4] million over the next 12 months.
A hypothetical 10% weaker U.S. dollar against all foreign currencies at August 31, [removed: 2019] [added: 2020] would [removed: increase] [added: have increased] the fair value of total assets by [removed: $66.9] [added: $66.3] million and equity by [removed: $60.1] [added: $41.6] million.
Volatility in the British Pound Sterling exchange rate [removed: is expected to continue] [added: remains a possibility] in the short term as the UK [removed: negotiates] [added: continues the transition resulting from] its exit from the European Union.
In the longer term, any impact from Brexit will depend on, in part, [removed: on] the outcome of tariff, regulatory, and other negotiations.
[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]
[removed: Cash] [added: *Cash] and Cash Equivalents and [removed: Investments][added: Investments*]
The fair market value of our cash and cash equivalents and investments at August 31, [removed: 2019,] [added: 2020] was [removed: $385.6] [added: $605.2] million.
[removed: Debt][added: *Debt*]
The [removed: application of a floating] [added: debt bears] interest [added: on the outstanding principle at a] rate equal to [removed: the daily] LIBOR [removed: rate] plus a [removed: spread] [added: spread,] using a debt leverage pricing [removed: grid, approximates the current market rate for similar instruments.][added: grid.]
Assuming all terms of our outstanding long-term debt remained the same, a hypothetical 25 basis point change (up or down) in the one-month LIBOR [removed: rate] would result in a [removed: $1.4 million change to our annual interest expense.][added: $0.7]
Changes in the exchange rates for such currencies into U.S. dollars can affect our revenues, earnings, and the carrying values of our assets and liabilities in our consolidated balance sheet, either positively or negatively.
Refer to Item 1A.
*Risk Factors* of this Annual Report on Form 10-K for further discussion on Brexit.
Refer to Note 6, *Derivative Instruments* in the Notes to the Company’s Consolidated Financial Statements included in Item 8.
of this Annual Report on Form 10-K for more information on our foreign currency exposures and our foreign currency forward contracts.
We are exposed to interest rate risk through fluctuations of interest rates on our investments.
Refer to Note 3, *Summary of Significant Accounting Policie*s in the Notes to the Company’s Consolidated Financial Statements included in Item 8.
of this Annual Report on Form 10-K for more information on our cash and cash equivalents and investments policies.
As of August 31, 2020, we had long term debt outstanding under the 2019 Revolving Credit Facility with a principal balance of $575.0 million.
The variable rate of interest on our long-term debt can expose us to interest rate volatility due to changes in LIBOR.
To mitigate this exposure, on March 5, 2020, we entered into an interest rate swap agreement with a notional amount of $287.5 million to hedge the variable interest rate obligation, effectively converting the floating interest rate to fixed for the hedged portion.
Thus, we are only exposed to base interest rate risk on floating rate borrowings in excess of any amounts that are not hedged, or $287.5 million of our outstanding principal balance.
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
million change to our annual interest expense for the portion of the long-term debt not hedged by the interest rate swap agreement.
Refer to Note 12, *Debt* in the Notes to the Company’s Consolidated Financial Statements included in Item 8.
of this Annual Report on Form 10-K for additional information regarding our outstanding debt obligations.
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
In the normal course of business, we are exposed to foreign currency exchange risk that could impact our financial position and results of operations.
The financial statements of these foreign subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities and average rates for the period for revenues and expenses.
To the extent that our international activities recorded in local currencies increase in the future, our exposure to fluctuations in currency exchange rates will correspondingly increase.
By their nature, all derivative instruments involve, to varying degrees, elements of market and credit risk.
The market risk associated with these instruments resulting from currency exchange movements is expected to offset the market risk of the underlying transactions, assets and liabilities being hedged.
We do not believe there is significant risk of loss in the event of non-performance by the counterparties associated with these instruments because these transactions are executed with a major financial institution.
Further, our policy is to deal with counterparties having a minimum investment grade or better credit rating.
Credit risk is managed through the continuous monitoring of exposures to such counterparties.
Our primary objective in holding derivatives is to reduce the volatility of earnings associated with changes in foreign currency.
Foreign Currency Hedges
As of August 31, 2019, we maintained the following foreign currency forward contracts to hedge our exposures:
| | _•_ | _Philippine Peso_ – foreign currency forward contracts to hedge approximately 75% of our Philippine Peso exposure through the fourth quarter of fiscal 2020. |
| --- | --- | --- |
| | _•_ | _Indian Rupee_ – foreign currency forward contracts to hedge approximately 50% of our Indian Rupee exposure through the end of the third quarter of fiscal 2020, and 25% of our Indian Rupee exposure through the fourth quarter of fiscal 2020. |
| --- | --- | --- |
| | _•_ | _Euro_ – foreign currency forward contracts to hedge approximately 75% of our Euro exposure through the first quarter of fiscal 2020, 50% of our Euro exposure from the second quarter through the third quarter of fiscal 2020, and 25% of our Euro exposure through the fourth quarter of fiscal 2020. |
| --- | --- | --- |
| | _•_ | _British Pound Sterling_ – foreign currency forward contracts to hedge approximately 75% of our British Pound sterling exposure through the first quarter of fiscal 2020, 50% of our British Pound Sterling exposure from the second quarter through the third quarter of fiscal 2020, and 25% of our British Pound Sterling exposure through the fourth quarter of fiscal 2020. |
| --- | --- | --- |
As of August 31, 2019, the gross notional value of foreign currency forward contracts to purchase Philippine Pesos and Indian Rupees with U.S. dollars was ₱1.4 billion and Rs.1.4 billion, respectively.
The gross notional value of foreign currency forward contracts to purchase U.S. dollars with Euros and British Pound Sterling was €35.7 million and £20.5 million, respectively.
A loss on derivatives of $1.8 million was recorded into operating income during fiscal 2019, compared to a gain of $3.1 million in fiscal 2018.
The gains and losses on foreign currency forward contracts mitigate the variability in operating expenses associated with currency movements.
These transactions are designated and accounted for as cash flow hedges in accordance with applicable accounting guidance.
The related cash flow impacts of all our derivative activities are reflected as cash flows from operating activities.
Our investments consist of both mutual funds and certificates of deposit as both are part of our investment strategy.
These mutual funds and certificates of deposit are included as Investments (current assets) on our consolidated balance sheets as the mutual funds can be liquidated at our discretion and the certificates of deposit have original maturities greater than three months, but less than one year.
The mutual funds and certificates of deposit are held for investment purposes and are not considered debt securities.
It is anticipated that the fair market value of our cash and cash equivalents and investments will continue to be immaterially affected by fluctuations in interest rates.
Preservation of principal is the primary goal of our cash and investment policy.
Pursuant to our established investment guidelines, we try to achieve high levels of credit quality, liquidity and diversification.
Our investment guidelines do not permit us to invest in puts, calls, strips, short sales, straddles, options, commodities, precious metals, futures or investments on margin.
We do not believe that the value or liquidity of our cash and cash equivalents and investments have been significantly impacted by current market events.
As of August 31, 2019, the fair value of our long-term debt was $575.0 million, which approximated its carrying amount.
It is anticipated that the fair market value of our debt will continue to be immaterially affected by fluctuations in interest rates.
We do not believe that the value of our debt has been significantly impacted by current market events.
The debt bears interest on the outstanding principal amount at a rate equal to the daily LIBOR rate plus a spread using a debt leverage pricing grid currently at 0.875%.
During fiscal years 2019, 2018 and 2017, we recorded interest expense of $19.8 million, $15.9 million and $8.4 million, respectively, on our outstanding debt amounts.
Item 1. BUSINESS
112 rewritten, 57 added, 40 removed, 69 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
[removed: Business Overview][added: Business Overview]
FactSet Research Systems Inc. [removed: (the “Company”] [added: and its wholly-owned subsidiaries (collectively, the "Company"] or [removed: “FactSet”)] [added: "FactSet")] is a global provider of integrated financial information, analytical applications and industry-leading services for the investment and corporate communities.
Our goal is to provide a seamless user experience spanning idea generation, research, portfolio [removed: construction,] [added: construction and analysis,] trade execution, performance measurement, risk management, [removed: reporting,] and [removed: portfolio analysis,] [added: reporting,] in which we serve the front, middle, and back offices to drive productivity and improved performance.
Our flexible, open data and technology solutions can be implemented both across the investment portfolio lifecycle or as standalone components serving different workflows in [removed: the] [added: an] organization.
We are focused on growing our business [removed: throughout each of our] [added: through] three [removed: segments,] [added: segments:] the [removed: U.S., Europe,] [added: Americas (formerly known as U.S.), EMEA (Europe] and [added: Africa, formerly known as Europe), and] Asia Pacific.
[removed: We] [added: Within each of our segments, we] primarily deliver insight and information through [removed: the] [added: our four] workflow solutions of Research, Analytics and Trading, Content and Technology Solutions [added: ("CTS")] and Wealth.
We currently serve [added: a wide range of] financial professionals, which include [added: but are not limited to] portfolio managers, investment research professionals, investment bankers, risk and performance analysts, wealth advisors, and corporate clients.
We provide both insights on global market trends and intelligence on companies and industries, as well as capabilities to monitor portfolio risk and performance and [removed: to] execute trades.
We combine dedicated client service with open and flexible technology offerings, such as a [removed: comprehensive data marketplace, a] configurable [removed: mobile and] desktop [added: and mobile] platform, [added: comprehensive data feeds, an open marketplace,] digital portals and application programming [removed: interface (“APIs”).][added: interfaces ("APIs").]
Our revenue is primarily derived from subscriptions to products and services such as workstations, [added: portfolio] analytics, enterprise data, [removed: research management,] and [removed: trade execution.][added: research management.]
[removed: Corporate History][added: Corporate History]
[removed: We are dual listed on the New York Stock Exchange (“NYSE”) and the NASDAQ Stock Market (“NASDAQ”) under the symbol “FDS.”] Fiscal [removed: 2019] [added: 2020] marked our [removed: 41st] [added: 42nd] year of operations and while much has changed in [removed: the market] [added: both markets] and [removed: in] technology, our focus has always been to provide best-in-class products and exceptional client service.
[removed: Business Strategy][added: Business Strategy]
As a premier financial solutions provider for the global financial community, we provide workflow solutions and leading analytical [removed: applications] [added: applications, powered by cognitive capabilities and robust technology,] across the investment [removed: lifecycle to create an open and scalable platform.][added: portfolio lifecycle.]
We bring the front, middle and back offices together to drive productivity and performance [removed: throughout] [added: at every step of] the [removed: portfolio lifecycle.][added: investment process using our open and scalable solutions.]
Our strategy is focused on growing our business [removed: throughout each of] [added: in] our three [removed: segments,] [added: segments:] the [removed: U.S., Europe,] [added: Americas, EMEA] and Asia Pacific.
We believe this geographical [removed: strategy] [added: strategic] alignment helps us better manage our [removed: resources] [added: resources, direct our solutions] and [removed: concentrate on markets that demand] [added: interact with] our [removed: products.][added: clients.]
To execute on our [added: business] strategy of broad-based [removed: growth across each geographical segment,] [added: growth,] we continue to look at ways to create value for our clients by offering data, [removed: products] [added: products,] and analytical applications within our [added: four] workflow solutions of Research, Analytics and Trading, [removed: Wealth, and Content] [added: CTS] and [removed: Technology Solutions.][added: Wealth.]
[removed: Research Solutions][added: Research]
[removed: Our] Research [removed: Solutions workflow (“Research”)] focuses on company analysis, idea generation, and research management.
The tools within Research provide solutions to analyze public and private companies, generate ideas and discover [removed: opportunities with our proprietary data.][added: opportunities.]
[removed: FactSet] combines [removed: the] global coverage, deep history, and transparency with [removed: over 1,000] [added: thousands of] FactSet-sourced and third-party databases integrated in one flexible platform.
[removed: Analytics] [added: Analytics] and [removed: Trading Solutions][added: Trading]
[removed: Our] Analytics and Trading [removed: Solutions workflow (“Analytics and Trading”)] addresses processes around portfolio analytics, risk management and performance measurement and attribution.
[removed: Wealth Solutions][added: Wealth]
[removed: Our] Wealth [removed: Solutions workflow (“Wealth”)] is [removed: specific to] [added: focused on] the wealth management industry and creates offerings that enable wealth professionals across an entire enterprise, including home office, advisory, and client engagement.
Wealth empowers wealth managers to demonstrate value to clients and prospects while [removed: protecting and] growing [added: and protecting] their assets with FactSet’s combined solution set of portfolio analytics, market monitoring tools, multi-asset class research and customized client facing digital solutions.
Whether a client needs market, company, or alternative data, our data delivery services provide normalized data through [removed: APIs and] a [removed: direct delivery] [added: variety] of [removed: local copies] [added: technologies, such as APIs, cloud infrastructure, database loaders and formats that meet the needs] of [removed: standard data feeds.][added: our clients’ workflows.]
Our symbology links and aggregates a [removed: variety] [added: diverse set] of content sources to ensure consistency, transparency, and data integrity across a client’s business.
[removed: FactSet Clients][added: FactSet Clients]
[removed: Buy-side][added: *Buy-side*]
[removed: We provide solutions across asset classes and at nearly every stage of the investment process] [added: They access our multi-asset-class tools] by utilizing our workstations, [removed: analytics,] [added: analytics and trading tools,] proprietary content, data [removed: feeds] [added: feeds, APIs] and portfolio services.
Buy-side clients [added: primarily] include portfolio managers, analysts, traders, wealth managers, performance teams and risk and compliance teams at a variety of firms, such as traditional asset managers, wealth advisors, corporations, hedge funds, insurance companies, plan sponsors and fund of funds.
The buy-side annual subscription value [removed: (“ASV”)] [added: ("ASV")] growth rate for fiscal [removed: 2019] [added: 2020] was [removed: 4.8%.][added: 5.4%.]
Buy-side clients accounted for [removed: 83.7%] [added: approximately 84%] of [added: our] ASV as of August 31, [removed: 2019.][added: 2020.]
[removed: Sell-side][added: *Sell-side*]
FactSet delivers comprehensive solutions to sell-side clients including workstation, proprietary and third-party content, productivity tools for Microsoft® Office, [removed: FactSet Web] [added: web] and [removed: Mobile,] [added: mobile,] and [removed: FactSet Partners] [added: research management solutions] for research authoring and publishing.
Our focus remains on expanding the depth of content offered and increasing workflow efficiency for [added: our sell-side clients, primarily including] investment [removed: banking,] [added: bankers and] private [removed: equity, corporate] [added: equity] and research [removed: firms.][added: analysts.]
The sell-side ASV growth rate for fiscal [removed: 2019] [added: 2020] was [removed: 6.3%.][added: 4.6%.]
Sell-side clients accounted for [removed: 16.3%] [added: approximately 16%] of [added: our] ASV as of August 31, [removed: 2019.][added: 2020.]
We are dual listed on the New York Stock Exchange ("NYSE") and the NASDAQ Stock Market ("NASDAQ") under the symbol "FDS".
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
Current technology trends are leading to a greater demand to deliver a fully digital and integrated client experience.
To take advantage of these developments we have focused our innovations and strategic investments in cloud computing, data lakes, APIs and our hosted proprietary data and analytics platform to provide real-time, predictive business intelligence for a seamless client experience.
We continue to expand our broad financial content to provide support for our clients' most sophisticated investment strategies, including enhanced data in private markets, industry specific deep sector and environmental, social and governance ("ESG").
FactSet
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
CTS
CTS focuses on delivering content directly to our clients.
Clients seamlessly discover, explore, and access organized and connected content via multiple delivery channels.
By enabling our clients to utilize their preferred choice of industry standard databases, programming languages, and data visualization tools, we empower them to focus on the core competencies needed to drive their business.
Buy-side clients continue to shift increasingly towards multi-asset class investment strategies and FactSet is well-positioned to be a partner of choice in this space.
Our ability to provide enterprise-wide solutions to our clients across their entire workflow covering virtually every asset class enables us to compete for greater market share.
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
Client and User Additions
Our total client count as of August 31, 2020 was 5,875, representing a net increase of 301 or 5.4% in the last 12 months.
The net increase was primarily due to an increase in corporate and wealth management clients, partially offset by a decrease in institutional asset management clients.
As of August 31, 2020 there were 133,051 professionals using FactSet, representing a net increase of 6,229 or 4.9% in the last 12 months, driven primarily by wealth management and corporate professionals.
Annual client retention was greater than 95% of ASV for the period ended August 31, 2020 and August 31, 2019.
When expressed as a percentage of clients, annual retention increased to approximately 90% for the period ended August 31, 2020, compared to approximately 89% for the period ended August 31, 2019.
With proper notice provided to us, our clients can add to, delete portions of, or terminate service, subject to certain contractual limitations.
As of August 31, 2020, our organic ASV totaled $1.53 billion, up 5.2% over the prior year comparable period.
The majority of the ASV increase was in the Americas, followed by increased sales in EMEA and Asia Pacific, as well as the benefit from our annual price increase, partially offset by cancellations.
FactSet's Chief Executive Officer functions as our CODM.
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
Within each of our segments, we primarily deliver insight and information through our four workflow solutions of Research, Analytics and Trading, CTS and Wealth.
These workflow solutions provide global financial and economic information to investment managers, investment banks and other financial services professionals.
of this Annual Report on Form 10-K for financial information, including revenues, operating income and long-lived assets for each of our segments.
(*in millions)*
We continuously cultivate a diverse and inclusive environment that promotes empowerment and engagement, which is key to our ability to attract, retain, and develop talent.
We strive to achieve this successfully with various activities, including an annual global employee engagement survey.
We share survey results with all employees to highlight areas that employees believe are strengths of the Company and reflect on areas where employees feel improvement may be needed.
Each year, executive leadership focuses on key areas for improvement based upon the survey results and compiles initiatives to actively resolve or invest in improvements in a transparent manner.
Progress on these initiatives is tracked and we survey employees again, to ensure that the actions taken addressed the underlying issues and to promote an environment of continuous improvement.
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
FactSet works diligently to create and nourish a culture which engages employees through direct responsibility, by distributing leadership decision-making and providing opportunities for employees to help shape the Company’s strategic vision.
We challenge our employees to make an impact regarding position responsibilities and their career growth by providing them multiple opportunities to make a positive impact.
Our employee workforce is located globally in 48 office locations in 22 countries.
Of our total employees, 6,643 (63%) were located in Asia Pacific, 2,477 (24%) in the Americas and 1,364 (13%) in EMEA.
Functionally, 22% of our employees are in Sales and Client Solutions; 31% are in Technology & Product Development; 43% are in Content Operations; and 4% are in Corporate Support.

Content and Technology Solutions
Our Content and Technology Solutions workflow (“CTS”) is focused on delivering value to our clients in the way they want to consume it.
Our goal is to reduce the number of customizations by standardizing and bundling our proprietary data into data feeds.
As buy-side clients continue to shift towards multi-asset class investment strategies, we are positioned to be a partner in the space, given our ability to provide enterprise-wide solutions across their entire workflow.
Client Subscription Growth
During fiscal 2019, we added 432 net new clients, increasing the number of clients by 8.4% over the prior year.
In the first quarter of fiscal 2019, we changed our client count definition to include clients from the April 2017 acquisition of FDSG.
The prior year client count was not restated to reflect this change.
We added 34,925 net new users during fiscal 2019, leading to a healthy progression in the number of users in both our buy-side and sell-side clients.
As of August 31, 2019, ASV was $1.46 billion, up from $1.39 billion a year ago.
As of August 31, 2019, organic ASV was $1.46 billion, up $70.2 million or 5.0% from a year ago.
This increase in organic ASV was due to growth across all of our geographic segments with the majority of growth in the U.S., followed by Asia Pacific and Europe.

Executive management, along with the CEO, constitute our chief operating decision making group (“CODMG”).
Executive management consists of certain executives who directly report to the CEO, consisting of the Chief Financial Officer, Chief Technology and Product Officer, Global Head of Sales and Client Solutions, General Counsel, Chief Human Resources Officer and Head of Analytics and Trading.
The CODMG reviews financial information at the operating segment level and is responsible for making decisions about resources allocated amongst the operating segments based on actual results.
We believe this alignment helps to better manage the business and serve client needs, as each segment requires financial and economic information specific to their respective markets.
Our primary functional groups within the U.S., Europe, and Asia Pacific segments include sales, consulting, data collection, product development and software engineering, which provide global financial and economic information to investment managers, investment banks and other financial services professionals.
The U.S. segment serves investment professionals, including financial institutions throughout the Americas.
The Europe and Asia Pacific segments serve investment professionals located throughout Europe and Asia Pacific, respectively.
Financial information, including revenues, operating income and long-lived assets related to our operations in each geographic area are presented in Note 8, _Segment Information_, and in the Notes to the Company’s Consolidated Financial Statements included in Item 8.

Of our total employees, 2,351 are in the U.S., 1,282 in Europe and 6,048 in the Asia Pacific segment.
In May 2019, we announced that John W.
Wiseman, the Company’s Global Head of Sales and Client Solutions, would step down from his position on June 1, 2019, remaining at the company until August 31, 2019 to assist during the transition.
In the same announcement, effective June 1, 2019, we appointed Franck A.R. Gossieaux as the Company's new Global Head of Sales and Client Solutions.
We are embarking on a set of programs that will increasingly move our systems and applications to cloud computing platforms.
Many of these firms offer products or services which are similar to those we sell.
Our development of robust sets of proprietary content combined with our news and quotes offering have resulted in more direct competition with the largest financial data providers.
| --- | --- | --- | --- |
| Franck A.R. Gossieaux | 49 | Executive Vice President, Global Head of Sales and Client Solutions | 2019 |
| Daniel Viens | 62 | Senior Vice President, Chief Human Resources Officer | 2018 |
Mr. Snow was named Chief Executive Officer effective July 1, 2015.
During her time at Mercer, Ms. Shan was responsible for global financial reporting and performance, operational finance, investments, and corporate strategy, leading a team of finance professionals supporting clients in over 130 countries.
Mr. Gossieaux held multiple senior leadership roles at FactSet in both Europe and North America including Senior Vice President of Americas Sales, Senior Vice President of EMEA Sales, and Senior Vice President of International Investment Management.
Mr. Gossieaux received a Bachelor of Science in Economics from the University Pantheon-Assas (Sorbonne-Assas) in Paris.
_Robert_ _J._ _Robie – Executive Vice President, Head of Analytics and Trading Solutions._ Mr. Robie joined FactSet in July 2000 as a Product Sales Specialist.
| --- | --- |
| Note 1 to Consolidated Financial Statements entitled Organization and Nature of Business | 59 |
An excerpt. Shown here: 40 of 112 rewritten, 40 of 57 added and all 40 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2020 filing and the FY2019 filing.
Page headers and footers: 3 lines differ, not counted above
Lines that repeat across the filing's pages, such as a footer with the company, form, year and page number. A change here is a change in the page, not in what was disclosed.



Item 3. LEGAL PROCEEDINGS
2 rewritten, 0 added, 0 removed, 1 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
From time to time, [removed: the Company is] [added: we are] subject to legal proceedings, claims and litigation arising in the ordinary course of business, including intellectual property litigation.
Based on currently available information, [removed: the Company’s] [added: our] management does not believe that the ultimate outcome of these unresolved matters against FactSet, individually or in the aggregate, is likely to have a material adverse effect on [removed: the Company's] [added: our] consolidated financial position, [removed: its] annual results of operations or [removed: its] annual cash flows.
Cover and table of contents
35 rewritten, 52 added, 24 removed, 19 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
| ☒ | [added: | |] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | [added: | |]
For the fiscal year ended August 31, [removed: 2019][added: 2020]
| ☐ | [added: | |] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | [added: | |]
| [removed: Delaware] (State or other jurisdiction of incorporation or organization) | | [removed: 13-3362547] [added: | | | |] (I.R.S. Employer Identification No.) | [added: | |]
| Title of each class | [added: | |] Trading Symbols(s) | [added: | |] Name of each exchange on which registered | [added: | |]
| Common Stock, $0.01 Par Value | [added: | |] FDS | [added: | |] New York Stock Exchange [removed: NASDAQ Global Select Market] | [added: | |]
Yes [removed: ☒] [added: x] No [removed: ☐][added: o]
Yes [removed: ☐] [added: o] No [removed: ☒][added: x]
Yes [removed: ☒] [added: x] No [removed: ☐][added: o]
Indicate by check mark whether the registrant has submitted electronically, [added: if any,] every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes [removed: ☒] [added: x] No [removed: ☐][added: o]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [added: o]
See the definitions of [removed: “large] [added: "large] accelerated [removed: filer,” “accelerated filer”, “smaller] [added: filer," "accelerated filer," "smaller] reporting [removed: company”] [added: company"] and [removed: “emerging] [added: "emerging] growth [removed: company”] [added: company"] in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [added: | | |] ☒ | [added: | | | | |] Accelerated filer [added: | | |] ☐ | [added: | |]
| Non-accelerated filer [added: | | |] ☐ | [added: | | | | |] Smaller reporting company [added: | | |] ☐ | [added: | |]
| | [added: | | | | | | | |] Emerging growth company [added: | | |] ☐ | [added: | |]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange [removed: Act.☐][added: Act.o]
Yes [removed: ☐] [added: o] No [removed: ☒][added: x]
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant based upon the closing price of a share of the registrant’s common stock on February 28, [removed: 2019,] [added: 2020,] 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: $8,808,676,952.][added: $9,934,201,702.]
For The Fiscal Year Ended August 31, [removed: 2019][added: 2020]
| | | [added: | | | |] Page | [added: | |]
[removed: | PART I | | |][added: Part I]
[removed: Item] [added: *Business,* Item] 1A.
[removed: Risk Factors 11][added: *Risk Factors,* Item 7.]
[removed: Unresolved] [added: | [ITEM 1B.](#ibb5ea8d6040f44dcbe8b742dd6466116_19) | | | [Unresolved] Staff [removed: Comments 16][added: Comments](#ibb5ea8d6040f44dcbe8b742dd6466116_19) | | | [20](#ibb5ea8d6040f44dcbe8b742dd6466116_19) | | |]
[removed: Legal Proceedings 18][added: | [ITEM 3.](#ibb5ea8d6040f44dcbe8b742dd6466116_25) | | | [Legal Proceedings](#ibb5ea8d6040f44dcbe8b742dd6466116_25) | | | [22](#ibb5ea8d6040f44dcbe8b742dd6466116_25) | | |]
[removed: Mine] [added: | [ITEM 4.](#ibb5ea8d6040f44dcbe8b742dd6466116_28) | | | [Mine] Safety [removed: Disclosures 18][added: Disclosures](#ibb5ea8d6040f44dcbe8b742dd6466116_28) | | | [22](#ibb5ea8d6040f44dcbe8b742dd6466116_28) | | |]
| [removed: PART II] [added: [PART I](#ibb5ea8d6040f44dcbe8b742dd6466116_10)] | | | [added: | | | | | |]
[removed: Market] [added: | [ITEM 5.](#ibb5ea8d6040f44dcbe8b742dd6466116_34) | | | [Market] for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities 19][added: Securities](#ibb5ea8d6040f44dcbe8b742dd6466116_34) | | | [23](#ibb5ea8d6040f44dcbe8b742dd6466116_34) | | |]
[removed: Selected] [added: | [ITEM 6.](#ibb5ea8d6040f44dcbe8b742dd6466116_37) | | | [Selected] Financial [removed: Data 21][added: Data](#ibb5ea8d6040f44dcbe8b742dd6466116_37) | | | [25](#ibb5ea8d6040f44dcbe8b742dd6466116_37) | | |]
[removed: Management’s] [added: | [ITEM 7.](#ibb5ea8d6040f44dcbe8b742dd6466116_40) | | | [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations 23][added: Operations](#ibb5ea8d6040f44dcbe8b742dd6466116_40) | | | [27](#ibb5ea8d6040f44dcbe8b742dd6466116_40) | | |]
[removed: Quantitative] [added: | [ITEM 7A.](#ibb5ea8d6040f44dcbe8b742dd6466116_85) | | | [Quantitative] and Qualitative Disclosures About Market [removed: Risk 46][added: Risk](#ibb5ea8d6040f44dcbe8b742dd6466116_85) | | | [45](#ibb5ea8d6040f44dcbe8b742dd6466116_85) | | |]
[removed: Financial] [added: | [ITEM 8.](#ibb5ea8d6040f44dcbe8b742dd6466116_88) | | | [Financial] Statements and Supplementary [removed: Data 49][added: Data](#ibb5ea8d6040f44dcbe8b742dd6466116_88) | | | [47](#ibb5ea8d6040f44dcbe8b742dd6466116_88) | | |]
[removed: Changes] [added: | [ITEM 9.](#ibb5ea8d6040f44dcbe8b742dd6466116_205) | | | [Changes] in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure 97][added: Disclosure](#ibb5ea8d6040f44dcbe8b742dd6466116_205) | | | [93](#ibb5ea8d6040f44dcbe8b742dd6466116_205) | | |]
[removed: Controls] [added: | [ITEM 9A.](#ibb5ea8d6040f44dcbe8b742dd6466116_208) | | | [Controls] and [removed: Procedures 97][added: Procedures](#ibb5ea8d6040f44dcbe8b742dd6466116_208) | | | [93](#ibb5ea8d6040f44dcbe8b742dd6466116_208) | | |]
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
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| Delaware | | | | | | 13-3362547 | | |
45 Glover Avenue, Norwalk, Connecticut 06850
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| NASDAQ Global Select Market | | | | | | | | |
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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
As of October 22, 2020, there were 37,991,892 shares of the registrant's common stock outstanding.
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
Certain information required by Part III of this annual report on Form 10-K is incorporated by reference to our definitive Proxy Statement for our 2020 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after August 31, 2020.
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
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| [ITEM 1.](#ibb5ea8d6040f44dcbe8b742dd6466116_13) | | | [Business](#ibb5ea8d6040f44dcbe8b742dd6466116_13) | | | [5](#ibb5ea8d6040f44dcbe8b742dd6466116_13) | | |
| [ITEM 1A.](#ibb5ea8d6040f44dcbe8b742dd6466116_16) | | | [Risk Factors](#ibb5ea8d6040f44dcbe8b742dd6466116_16) | | | [13](#ibb5ea8d6040f44dcbe8b742dd6466116_16) | | |
| [ITEM 2.](#ibb5ea8d6040f44dcbe8b742dd6466116_22) | | | [Properties](#ibb5ea8d6040f44dcbe8b742dd6466116_22) | | | [20](#ibb5ea8d6040f44dcbe8b742dd6466116_22) | | |
| [PART II](#ibb5ea8d6040f44dcbe8b742dd6466116_31) | | | | | | | | |
| [ITEM 9B.](#ibb5ea8d6040f44dcbe8b742dd6466116_211) | | | [Other Information](#ibb5ea8d6040f44dcbe8b742dd6466116_211) | | | [93](#ibb5ea8d6040f44dcbe8b742dd6466116_211) | | |
| [PART III](#ibb5ea8d6040f44dcbe8b742dd6466116_214) | | | | | | | | |
| [ITEM 10.](#ibb5ea8d6040f44dcbe8b742dd6466116_217) | | | [Directors, Executive Officers and Corporate Governance](#ibb5ea8d6040f44dcbe8b742dd6466116_217) | | | [94](#ibb5ea8d6040f44dcbe8b742dd6466116_217) | | |
| [ITEM 11.](#ibb5ea8d6040f44dcbe8b742dd6466116_220) | | | [Executive Compensation](#ibb5ea8d6040f44dcbe8b742dd6466116_220) | | | [94](#ibb5ea8d6040f44dcbe8b742dd6466116_220) | | |
| [ITEM 12.](#ibb5ea8d6040f44dcbe8b742dd6466116_223) | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ibb5ea8d6040f44dcbe8b742dd6466116_223) | | | [94](#ibb5ea8d6040f44dcbe8b742dd6466116_223) | | |
| [ITEM 13.](#ibb5ea8d6040f44dcbe8b742dd6466116_226) | | | [Certain Relationships and Related Transactions, and Director Independence](#ibb5ea8d6040f44dcbe8b742dd6466116_226) | | | [95](#ibb5ea8d6040f44dcbe8b742dd6466116_226) | | |
| [ITEM 14.](#ibb5ea8d6040f44dcbe8b742dd6466116_229) | | | [Principal Accounting Fees and Services](#ibb5ea8d6040f44dcbe8b742dd6466116_229) | | | [95](#ibb5ea8d6040f44dcbe8b742dd6466116_229) | | |
| [PART IV](#ibb5ea8d6040f44dcbe8b742dd6466116_232) | | | | | | | | |
| [ITEM 15.](#ibb5ea8d6040f44dcbe8b742dd6466116_235) | | | [Exhibits, Financial Statement Schedules](#ibb5ea8d6040f44dcbe8b742dd6466116_235) | | | [96](#ibb5ea8d6040f44dcbe8b742dd6466116_235) | | |
| [ITEM 16.](#ibb5ea8d6040f44dcbe8b742dd6466116_247) | | | [Form 10-K Summary](#ibb5ea8d6040f44dcbe8b742dd6466116_247) | | | [98](#ibb5ea8d6040f44dcbe8b742dd6466116_247) | | |
| [S](#ibb5ea8d6040f44dcbe8b742dd6466116_250)[IGNATURES](#ibb5ea8d6040f44dcbe8b742dd6466116_250) | | | | | | [99](#ibb5ea8d6040f44dcbe8b742dd6466116_250) | | |
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
Special Note Regarding Forward-Looking Statements
FactSet Research Systems Inc. has made statements under the captions Item 1.
*Management’s Discussion and Analysis of Financial Condition and Results of Operations* and in other sections of this Annual Report on Form 10-K that are forward-looking statements.
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601 Merritt 7, Norwalk, Connecticut 06851
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The number of shares outstanding of the registrant’s common stock, as of October 24, 2019, was 37,944,709.
Portions of the registrant’s definitive Proxy Statement dated October 30, 2019, for the 2019 Annual Meeting of Stockholders to be held on December 17, 2019, are incorporated by reference into Part III of this Report on Form 10-K where indicated.
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Item 1.
Business 3
Item 1B.
Item 2.
Properties 16
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
An excerpt. Shown here: all 35 rewritten, 40 of 52 added and all 24 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Page headers and footers: 1 line differs, not counted above
Lines that repeat across the filing's pages, such as a footer with the company, form, year and page number. A change here is a change in the page, not in what was disclosed.

Item 2. PROPERTIES
44 rewritten, 9 added, 12 removed, 1 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
[removed: On February 14, 2018, we entered into a new lease agreement to relocate our] [added: Our] corporate headquarters [removed: to] [added: is located at] 45 Glover Avenue in Norwalk, Connecticut.
We have data content collection offices located in India, the Philippines and [removed: Latvia, which benefit all our operating segments.][added: Latvia.]
We believe the amount of leased space as of August 31, [removed: 2019] [added: 2020] is adequate for our current needs and that additional space can be available to meet any future needs.
| Segment | [added: | |] Leased Location | [added: | |]
| [added: Americas] | [added: | |] Austin, Texas | [added: | |]
| | [added: | |] Boston, Massachusetts | [added: | |]
| | [added: | |] Chicago, Illinois | [added: | |]
| | [added: | |] Jackson, Wyoming | [added: | |]
| | [added: | |] Los Angeles, California | [added: | |]
| | [added: | |] Manchester, New Hampshire | [added: | |]
| | [added: | |] Minneapolis, Minnesota | [added: | |]
| | [added: | |] New York, New York | [added: | |]
| | [added: | |] Norwalk, Connecticut | [added: | |]
| | [added: | |] Piscataway, New Jersey | [added: | |]
| | [added: | |] Reston, Virginia | [added: | |]
| | [added: | |] San Francisco, California | [added: | |]
| | [added: | |] Sao Paulo, Brazil | [added: | |]
| | [added: | |] Toronto, Canada | [added: | |]
| | [added: | |] Youngstown, Ohio | [added: | |]
| [removed: Europe] | [added: | |] Avon, France | [added: | |]
| [added: EMEA] | [added: | |] Amsterdam, the Netherlands | [added: | |]
| | [added: | |] Cologne, Germany | [added: | |]
| | [added: | |] Dubai, United Arab Emirates | [added: | |]
| | [added: | |] Frankfurt, Germany | [added: | |]
| | [added: | |] Gloucester, England | [added: | |]
| | [added: | |] Johannesburg, South Africa | [added: | |]
| | [added: | |] London, England | [added: | |]
| | [added: | |] Luxembourg City, Luxembourg | [added: | |]
| | [added: | |] Madrid, Spain | [added: | |]
| | [added: | |] Milan, Italy | [added: | |]
| | [added: | |] Paris, France | [added: | |]
| | [added: | |] Riga, Latvia | [added: | |]
| | [added: | |] Sofia, Bulgaria | [added: | |]
| | [added: | |] Zurich, Switzerland | [added: | |]
| Asia Pacific | [added: | |] Chennai, India | [added: | |]
| | [added: | |] Hong Kong, China | [added: | |]
| | [added: | |] Hyderabad, India | [added: | |]
| | [added: | |] Manila, the Philippines | [added: | |]
| | [added: | |] Melbourne, Australia | [added: | |]
| | [added: | |] Mumbai, India | [added: | |]
We lease our headquarters location, which is 173,164 square feet, and also lease the other locations listed in the table below.
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
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[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
As of August 31, 2019, we leased approximately 202,000 square feet of office space at our headquarters in Norwalk, Connecticut.
The new location will comprise approximately 173,000 square feet of office space.
We took possession of the newly leased property on January 1, 2019, for fit-out purposes.
We will continue to occupy our existing headquarters space until the new headquarters is ready for occupancy, currently estimated to be in the second quarter of fiscal 2020.
The other locations listed in the table below are leased office space.
The leases expire on various dates through 2035.
Including new lease agreements executed during fiscal 2019, our Company’s worldwide leased space increased to approximately 1,860,000 square feet as of August 31, 2019, up 110,000 square feet, or 6.3%, from August 31, 2018 and includes properties at the following locations:
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| United States | Atlanta, Georgia |
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An excerpt. Shown here: 40 of 44 rewritten, all 9 added and all 12 removed. The counts are complete. For every sentence, read Item 2. PROPERTIES in the FY2020 filing and the FY2019 filing.
Item 4. MINE SAFETY DISCLOSURES
0 rewritten, 1 added, 0 removed, 2 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
33 rewritten, 28 added, 26 removed, 5 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
[removed: | (a) | Market] [added: *(a)Market] Information, Holders and [removed: Dividends |][added: Dividends*]
[removed: _Market Information_] [added: *Market Information*] – Our common stock is listed on the [removed: New York Stock Exchange (“NYSE”)] [added: NYSE] and [removed: the] NASDAQ [removed: Stock Market] under the symbol FDS.
| | | [removed: First] | [added: First] | | | [removed: Second] | | | [added: Second] | [removed: Third] | | | | [removed: Fourth] | [added: Third] | | [added: | | | | Fourth | | |]
| 2019 | | | | | | | | | | | | | | | | | [added: | | | | | | |]
| High | | [added: |] $ | 237.29 | | | [added: | |] $ | 237.95 | | | [added: | |] $ | 284.32 | | | [added: | |] $ | 305.38 | |
| Low | | [added: |] $ | 210.11 | | | [added: | |] $ | 188.31 | | | [added: | |] $ | 228.43 | | | [added: | |] $ | 266.06 | |
[removed: _Holders_ _of Record_] [added: *Holders* *of Record*] – As of October [removed: 24, 2019,] [added: 22, 2020,] we had approximately [removed: 199,571] [added: 2,604] holders of record of our common stock.
The closing price of our common stock on October [removed: 24, 2019,] [added: 22, 2020,] was [removed: $253.22] [added: $327.97] per share as reported on the NYSE.
[removed: _Dividends_] [added: *Dividends*] - During fiscal years [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] our Board of Directors declared the following dividends on our common stock:
| Year Ended | | [added: |] Dividends per Share of Common Stock | | | [removed: |] Record Date | | [added: | | | |] Total $ Amount [removed: ___(in thousands)___ |] [added: *(in thousands)*] | | | Payment Date | [added: | |]
| Fiscal 2019 | | | | | | | | | | | | | [added: | | | | |]
| First Quarter | | [added: |] $ | 0.64 | | [removed: |] November 30, 2018 | | [added: | | | |] $ | 24,372 | | [removed: |] December 18, 2018 | [added: | |]
| Second Quarter | | [added: |] $ | 0.64 | | [removed: |] February 28, 2019 | | [added: | | | |] $ | 24,385 | | [removed: |] March 19, 2019 | [added: | |]
| Third Quarter | | [added: |] $ | 0.72 | | [removed: |] May 31, 2019 | | [added: | | | |] $ | 27,506 | | [removed: |] June 18, 2019 | [added: | |]
| Fourth Quarter | | [added: |] $ | 0.72 | | [removed: |] August 30, 2019 | | [added: | | | |] $ | 27,445 | | [removed: |] September 19, 2019 | [added: | |]
| First Quarter | | [removed: $] | [removed: 0.56] [added: $] | [added: 0.72] | | November [removed: 30, 2017] [added: 29, 2019] | | [removed: $] | [removed: 21,902] | | | [added: $ | 27,291 | |] December 19, [removed: 2017] [added: 2019] | [added: | |]
| Second Quarter | | [removed: $] | [removed: 0.56] [added: $] | [added: 0.72] | | February 28, [removed: 2018] [added: 2020] | | [removed: $] | [removed: 21,799] | | | [added: $ | 27,251 | |] March [removed: 20, 2018] [added: 19, 2020] | [added: | |]
| Third Quarter | | [removed: $] | [removed: 0.64] [added: $] | [added: 0.77] | | May [removed: 31, 2018] [added: 29, 2020] | | [removed: $] | [removed: 24,566] | | | [added: $ | 29,189 | |] June [removed: 19, 2018] [added: 18, 2020] | [added: | |]
| Fourth Quarter | | [removed: $] | [removed: 0.64] [added: $] | [added: 0.77] | | August 31, [removed: 2018] [added: 2020] | | [removed: $] | [removed: 24,443] | | | [added: $ | 29,283 | |] September [removed: 18, 2018] [added: 17, 2020] | [added: | |]
[removed: | (b) | Recent] [added: *(b)* *Recent] Sales of Unregistered [removed: Securities |][added: Securities*]
There were no sales of unregistered equity securities during fiscal [removed: 2019.][added: 2020.]
[removed: | (c) | Issuer] [added: *(c)Issuer] Purchases of Equity [removed: Securities |][added: Securities*]
The following table provides a month-to-month summary of the share repurchase activity under [removed: the] [added: our] current [removed: stock] [added: share] repurchase program during the three months ended August 31, [removed: 2019:][added: 2020:]
[removed: _(in] [added: *(in] thousands, except per share [removed: data)_][added: data)*]
| Period | | [added: |] Total number of shares purchased(1) | | | | [added: | |] Average price paid per share | | | | [added: | |] Total number of shares purchased as part of publicly announced plans or programs | | | | [added: | |] Maximum number of shares (or approximate dollar value) that may yet be purchased under the plans or programs(2) | | | [added: | | |]
[removed: | | _(1)_ | _Includes 217,500] [added: *(1)Includes 81,948] shares purchased under the existing [removed: stock] [added: share] repurchase program, as well as [removed: 3,792] [added: 5,715] shares repurchased from employees to cover their cost of taxes [added: due] upon [added: the] vesting [added: or exercise] of [removed: restricted stock._ |][added: stock-based awards.*]
[removed: | | _(2)_ | _Repurchases_ _may be made from time to time in the open market and privately negotiated transactions, subject to market conditions._ _There] [added: There] is no [removed: defined number of shares to be repurchased over a specified] timeframe [removed: through the life of] [added: to complete] the share repurchase [removed: program. It] [added: program and it] is expected that share repurchases will be paid using existing and future cash generated by [removed: operations._ |][added: operations.*]
Securities Authorized for Issuance under Equity Compensation Plans – [removed: see Part III of this Report on Form 10-K][added: refer to Item 12.]
The annual changes for the five-year period shown in the graph below assume $100 had been invested in our common stock, the Standard & Poor’s 500 Index, the NYSE Composite [removed: Index and] [added: Index,] the Dow Jones U.S. Financial Services [added: Index, and the S&P 500 Financial Exchange and Data] Index on August 31, [removed: 2014.][added: 2015, or the origination date of each respective index.]
The total cumulative dollar returns shown on the graph represent the value that such investments would have had on August 31, [removed: 2019.][added: 2020.]
| | | [removed: 2014] | [removed: | | |] 2015 | | | [removed: |] 2016 | | | [removed: |] 2017 | | | [removed: |] 2018 | | | [removed: |] 2019 | | | [added: 2020 | | |]
| Dow Jones U.S. Financial Services Index | | [added: |] $ | 100 | | [removed: |] $ | [removed: 104 |] [added: 101] | | $ | [removed: 105 |] [added: 127] | | $ | [removed: 132 |] [added: 154] | | $ | [removed: 161 |] [added: 148] | | $ | [removed: 155] [added: 143] | |
[removed: _The] [added: *The] information contained in the above graph shall not be deemed to be soliciting material or filed or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that FactSet [removed: specifically_ _incorporates] [added: specifically* *incorporates] it by reference into a document filed under the Securities [removed: Act_ _of] [added: Act* *of] 1933 or the Securities Exchange Act of [removed: 1934._][added: 1934.*]
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| 2020 | | | | | | | | | | | | | | | | | | | | | | | |
| High | | | $ | 289.98 | | | | | $ | 310.25 | | | | | $ | 307.97 | | | | | $ | 363.64 | |
| Low | | | $ | 233.09 | | | | | $ | 275.12 | | | | | $ | 195.22 | | | | | $ | 279.01 | |
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| Fiscal 2020 | | | | | | | | | | | | | | | | | |
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[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 2020 | | | 2,940 | | | | | | $ | 328.47 | | | | | — | | | | | | $ | 287,616 | | | | |
| July 2020 | | | 47,428 | | | | | | $ | 344.03 | | | | | 46,480 | | | | | | $ | 271,616 | | | | |
| August 2020 | | | 37,295 | | | | | | $ | 355.76 | | | | | 35,468 | | | | | | $ | 258,995 | | | | |
| | | | 87,663 | | | | | | | | | | | | 81,948 | | | | | | | | | | | |
*(2)Repurchases* *may be made from time to time in the open market and privately negotiated transactions, subject to market conditions.* *No minimum number of shares to be repurchased has been fixed.
*Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters* of this Annual Report on Form 10-K.
We are adding the S&P 500 Financial Exchange and Data Index as a comparison peer group this year, in lieu of the NYSE Composite Index, as we believe it is reflective of the stock performance of other companies that provide services similar to ours and will provide a more meaningful comparison of our stock performance to investors.
The NYSE Composite Index is shown below for comparison purposes in the transitional year.
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| FactSet Research Systems Inc. | | | $ | 100 | | $ | 113 | | $ | 100 | | $ | 145 | | $ | 172 | | $ | 222 | |
| S&P 500 Index | | | $ | 100 | | $ | 110 | | $ | 125 | | $ | 147 | | $ | 148 | | $ | 177 | |
| NYSE Composite Index | | | $ | 100 | | $ | 106 | | $ | 117 | | $ | 128 | | $ | 125 | | $ | 128 | |
| S&P 500 Financial Exchanges and Data | | | | | | $ | 100 | | $ | 119 | | $ | 155 | | $ | 191 | | $ | 222 | |
| --- | --- |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| 2018 | | | | | | | | | | | | | | | | |
| High | | $ | 200.31 | | | $ | 209.02 | | | $ | 217.36 | | | $ | 229.98 | |
| Low | | $ | 155.88 | | | $ | 183.89 | | | $ | 184.48 | | | $ | 195.69 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | |
| Fiscal 2018 | | | | | | | | | | | | |
All the above cash dividends were paid from existing cash resources on a quarterly basis.
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| --- | --- |
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| June 2019 | | | 28,421 | | | $ | 285.92 | | | | 25,000 | | | $ | 292,465 | (3) |
| July 2019 | | | 102,629 | | | $ | 283.86 | | | | 102,500 | | | $ | 263,370 | |
| August 2019 | | | 90,242 | | | $ | 275.02 | | | | 90,000 | | | $ | 238,619 | |
| | | | 221,292 | | | | | | | | 217,500 | | | | | |
| --- | --- | --- |
| --- | --- | --- |
| | _(3)_ | _The amount included in the Maximum number of shares that may yet be purchased under the plans or programs column for June 2019, includes a $210.0 million expansion of the existing share repurchase program as approved by the Board of Directors of FactSet on June 24, 2019._ |
| --- | --- | --- |

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| FactSet Research Systems Inc. | | $ | 100 | | | $ | 124 | | | $ | 140 | | | $ | 123 | | | $ | 180 | | | $ | 214 | |
| S&P 500 Index | | $ | 100 | | | $ | 98 | | | $ | 108 | | | $ | 123 | | | $ | 145 | | | $ | 146 | |
| NYSE Composite Index | | $ | 100 | | | $ | 92 | | | $ | 97 | | | $ | 108 | | | $ | 118 | | | $ | 115 | |
Page headers and footers: 1 line differs, not counted above
Lines that repeat across the filing's pages, such as a footer with the company, form, year and page number. A change here is a change in the page, not in what was disclosed.

Item 6. SELECTED FINANCIAL DATA
24 rewritten, 12 added, 28 removed, 1 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
[removed: This financial data should be read in conjunction with Item 7, Management’s] [added: *Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations*] and Item [removed: 8, Financial Statements and Supplementary Data, of this Report on Form 10-K.][added: 8.]
[removed: Consolidated] [added: Consolidated] Statements of Income [removed: Data][added: Data]
| | | [added: |] For the year ended August 31, | | | | | | | | | | | | | | | [removed: | | | |]
| [removed: _(in] [added: *(in] thousands, except per share [removed: data)_ | | 2019 |] [added: data)*] | | | [removed: 2018] [added: 2020] | | | [added: 2019] | [removed: 2017] | | [added: 2018] | | [removed: 2016] | [added: 2017] | | | [removed: 2015] [added: 2016] | | |
| Revenue | | [removed: $] | [removed: 1,435,351] [added: $] | [added: 1,494,111] | | $ | [removed: 1,350,145 |] [added: 1,435,351] | | $ | [removed: 1,221,179 |] [added: 1,350,145] | | $ | [removed: 1,127,092 |] [added: 1,221,179] | | $ | [removed: 1,006,768] [added: 1,127,092] | |
| Operating income | | [removed: $] | [removed: 438,035] [added: $] | [removed: (1)] [added: 439,660] | | $ | [removed: 366,204 | (4)] [added: 438,035] | | $ | [removed: 352,135 | (7)] [added: 366,204] | | $ | [removed: 349,676 | (10)] [added: 352,135] | | $ | [removed: 331,918] [added: 349,676] | [removed: (13)] |
| Provision for income taxes | | [removed: $] | [removed: 69,175] [added: $] | [added: 54,196] | | $ | [removed: 84,753 |] [added: 69,175] | | $ | [removed: 86,053 |] [added: 84,753] | | $ | [removed: 122,178 |] [added: 86,053] | | $ | [removed: 92,703] [added: 122,178] | |
| Net income | | [removed: $] | [removed: 352,790] [added: $] | [removed: (2)] [added: 372,938] | | $ | [removed: 267,085 | (5)] [added: 352,790] | | $ | [removed: 258,259 | (8)] [added: 267,085] | | $ | [removed: 338,815 | (11)] [added: 258,259] | | $ | [removed: 241,051] [added: 338,815] | [removed: (14)] |
| Diluted earnings per common share | | [removed: $] | [removed: 9.08] [added: $] | [removed: (3)] [added: 9.65] | | $ | [removed: 6.78 | (6)] [added: 9.08] | | $ | [removed: 6.51 | (9)] [added: 6.78] | | $ | [removed: 8.19 | (12)] [added: 6.51] | | $ | [removed: 5.71] [added: 8.19] | [removed: (15)] |
| [removed: Weighted] [added: Diluted weighted] average common shares [removed: (diluted)] | | | [removed: 38,873] [added: 38,646] | | | [added: 38,873] | [removed: 39,377] | | [added: 39,377] | | [removed: 39,642] | [added: 39,642] | | | 41,365 | | | [removed: | 42,235 | |]
| Cash dividends declared per common share | | [removed: $] | [removed: 2.72] [added: $] | [added: 2.98] | | $ | [removed: 2.40 |] [added: 2.72] | | $ | [removed: 2.12 |] [added: 2.40] | | $ | [removed: 1.88 |] [added: 2.12] | | $ | [removed: 1.66] [added: 1.88] | |
[removed: Consolidated] [added: Consolidated] Balance Sheets [removed: Data][added: Data]
| | | [added: |] As of August 31, | | | | | | | | | | | | | | | [removed: | | | |]
| [removed: _(in thousands)_ | | 2019 |] [added: *(in thousands)*] | | | [removed: 2018] [added: 2020] | | | [added: 2019] | [removed: 2017] | | [added: 2018] | | [removed: 2016] | [added: 2017] | | | [removed: 2015] [added: 2016] | | |
| Cash and cash equivalents | | [removed: $] | [removed: 359,799] [added: $] | [added: 585,605] | | $ | [removed: 208,623 |] [added: 359,799] | | $ | [removed: 194,731 |] [added: 208,623] | | $ | [removed: 228,407 |] [added: 194,731] | | $ | [removed: 158,914] [added: 228,407] | |
| Accounts receivable, net of reserves | | [removed: $] | [removed: 146,309] [added: $] | [added: 155,011] | | $ | [removed: 156,639 |] [added: 146,309] | | $ | [removed: 148,331 |] [added: 156,639] | | $ | [removed: 97,797 |] [added: 148,331] | | $ | [removed: 95,064] [added: 97,797] | |
| Goodwill and intangible assets, net | | [removed: $] | [removed: 806,280] [added: $] | [added: 830,798] | | $ | [removed: 850,768 |] [added: 810,177] | | $ | [removed: 881,103 |] [added: 850,768] | | $ | [removed: 546,076 |] [added: 881,103] | | $ | [removed: 348,339] [added: 546,076] | |
| Total assets | | [removed: $] | [removed: 1,560,130] [added: $] | [added: 2,083,388] | | $ | [removed: 1,419,447 |] [added: 1,560,130] | | $ | [removed: 1,413,315 |] [added: 1,419,447] | | $ | [removed: 1,019,161 |] [added: 1,413,315] | | $ | [removed: 736,671] [added: 1,019,161] | |
| Non-current liabilities | | [removed: $] | [removed: 668,951] [added: $] | [added: 910,720] | | $ | [removed: 672,413 |] [added: 668,951] | | $ | [removed: 652,485 |] [added: 672,413] | | $ | [removed: 343,570 |] [added: 652,485] | | $ | [removed: 65,307] [added: 343,570] | |
| Total stockholders’ equity | | [removed: $] | [removed: 672,256] [added: $] | [added: 896,375] | | $ | [removed: 525,900 |] [added: 672,256] | | $ | [removed: 559,691 |] [added: 525,900] | | $ | [removed: 517,381 |] [added: 559,691] | | $ | [removed: 531,584] [added: 517,381] | |
[removed: | (1) | Operating income in fiscal 2019 included pre-tax charges] [added: The Company also recorded expenses] of [removed: $8.0 million, primarily related to] $4.3 million in severance [removed: costs,] [added: costs and] $8.7 million related to other corporate actions including stock-based compensation acceleration, professional fees related to infrastructure upgrade [removed: activities] [added: activities,] and a one-time adjustment related to data costs and occupancy [removed: costs, partially offset by $5.0 million in non-core transaction related revenue. |][added: costs.]
[removed: | (4) | Operating income in] [added: - During] fiscal [removed: 2018 included pre-tax charges] [added: 2018, the Company recorded expenses] of $17.4 million [removed: from] [added: in] restructuring actions, $4.7 million related to other corporate [removed: actions] [added: actions,] including stock-based compensation [removed: acceleration] [added: acceleration,] and $4.9 million in legal matters. [removed: |]
[removed: | (7) | Operating income in] [added: - During] fiscal [removed: 2017 included pre-tax charges] [added: 2017, the Company recorded expenses] of $5.6 million related to modifications of certain share-based compensation grants, $5.0 million related to restructuring actions and $7.4 million in acquisition-related expenses. [removed: |]
[removed: | (10) | Operating income in] [added: - During] fiscal [removed: 2016 included pre-tax charges] [added: 2016, the Company recorded expenses] of $4.6 million related primarily to legal matters, $2.8 million from restructuring actions and $1.8 million related to a change in the vesting of performance-based equity options. [removed: |]
This financial data should be read in conjunction with Item 7.
*Financial Statements and Supplementary Dat*a, of this Annual Report on Form 10-K.
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The items described below (pre-tax) represent a significant impact to the presentation and comparability of our selected financial data.
- During fiscal 2020, the Company recorded a $16.5 million impairment charge to reflect the estimated fair value of an investment in a company, expenses of $14.8 million related to professional fees associated with infrastructure upgrades and our ongoing multi-year investment plan, and $4.3 million of facilities costs.
The facilities costs related to duplicate rent associated with the build-out of the new Norwalk, Connecticut headquarters while we still occupied our then-current Norwalk, Connecticut headquarters.
- During fiscal 2019, the Company recorded $5.0 million in non-core transaction related revenue.
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
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| --- | --- |
| (2) | Net income in fiscal 2019 included $6.3 million (after-tax) expenses, primarily related to $3.5 million (after-tax) in severance costs, $6.8 million (after-tax) related to other corporate actions including stock-based compensation acceleration, professional fees related to infrastructure upgrade activities and a one-time adjustment related to data costs and occupancy costs, partially offset by $4.0 million (after-tax) in non-core transaction related revenue. |
| --- | --- |
| (3) | Diluted earnings per share (“EPS”) in fiscal 2019 was reduced by $0.15 per share, primarily related to $0.09 in severance costs, $0.16 related to other corporate actions including stock-based compensation acceleration, professional fees related to infrastructure upgrade activities and a one-time adjustment related to data costs and occupancy costs, partially offset by $0.10 in non-core transaction related revenue. |
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| --- | --- |
| (5) | Net income in fiscal 2018 included $13.8 million (after-tax) expense related to restructuring actions, $3.8 million (after-tax) expense related to other corporate actions including stock-based compensation acceleration, $3.4 million (after-tax) expense related to legal matters and $21.3 million of tax charges primarily related to the one-time deemed repatriation tax on foreign earnings. |
| --- | --- |
| (6) | Diluted earnings per share (“EPS”) in fiscal 2018 included a $0.35 decrease in diluted EPS from restructuring actions, a $0.10 detriment due to other corporate actions including stock-based compensation, a $0.09 decrease from legal matters and a $0.53 decrease from tax charges primarily related to the one-time deemed repatriation tax on foreign earnings. |
| --- | --- |
| --- | --- |
| (8) | Net income in fiscal 2017 included $4.2 million (after-tax) related to modifications of certain share-based compensation grants, $3.7 million (after-tax) related to restructuring actions and $5.5 million (after-tax) of acquisition-related expenses. Fiscal 2017 net income also included a loss of $0.9 million (after-tax) from a final working capital adjustment related to the sale of FactSet’s Market Metrics business in the fourth quarter of fiscal 2016. These charges were offset by income tax benefits of $1.9 million related primarily to finalizing prior year tax returns and other discrete items. |
| --- | --- |
| (9) | Diluted EPS in fiscal 2017 included a $0.11 decrease in diluted EPS from the modifications of certain share-based compensation grants, a $0.09 decrease from the restructuring actions, a $0.13 decrease from acquisition-related expenses and $0.02 decrease from the working capital adjustment, partially offset by a $0.05 increase in diluted EPS from the income tax benefits. |
| --- | --- |
| --- | --- |
| (11) | Net income in fiscal 2016 included $3.3 million (after-tax) related primarily to legal matters, $2.0 million (after-tax) from restructuring actions, $1.2 million (after-tax) related to a change in the vesting of performance-based equity instruments, partially offset by $10.5 million of income tax benefits primarily from the permanent reenactment of the U.S. Federal R&D tax credit (“R&D Tax Credit”), finalizing the fiscal 2015 tax returns and other discrete items and a gain of $81.7 million (after-tax) related to the sale of FactSet’s Market Metrics business in July 2016. |
| --- | --- |
| (12) | Diluted EPS in fiscal 2016 included the net effect of a $2.01 increase in diluted EPS from the gain on sale and a $0.25 increase in diluted EPS from the income tax benefits, partially offset by a $0.08 decrease related primarily to legal matters, a $0.05 decrease from the restructuring actions and a $0.03 decrease from a change in the vesting of performance-based equity instruments. |
| --- | --- |
| (13) | Operating income in fiscal 2015 included pre-tax charges of $3.0 million related to the vesting of performance-based equity instruments and $3.2 million related primarily to changes in the senior leadership responsible for the Company’s sales force. |
| --- | --- |
| (14) | Net income in fiscal 2015 included $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 sales force and income tax benefits of $8.8 million primarily from the reenactment of the R&D Tax Credit in December 2014, and finalizing the fiscal 2014 tax returns and other discrete items. |
| --- | --- |
| (15) | Diluted EPS in fiscal 2015 included the net effect of a $0.21 increase in diluted EPS from the income tax benefits, 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 sales force. |
| --- | --- |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
797 rewritten, 537 added, 406 removed, 226 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
| Consolidated Financial Statements: | [removed: Page] | [added: | | | |]
| [removed: Management’s] [added: [Management’s] Statement of Responsibility for Financial [removed: Statements] [added: Statements](#ibb5ea8d6040f44dcbe8b742dd6466116_91)] | [removed: 50] | [added: | [48](#ibb5ea8d6040f44dcbe8b742dd6466116_91) | | |]
| [removed: Management’s] [added: [Management’s] Report on Internal Control over Financial [removed: Reporting] [added: Reporting](#ibb5ea8d6040f44dcbe8b742dd6466116_94)] | [removed: 50] | [added: | [48](#ibb5ea8d6040f44dcbe8b742dd6466116_94) | | |]
| [removed: Reports] [added: [Reports] of Independent Registered Public Accounting [removed: Firm] [added: Firm](#ibb5ea8d6040f44dcbe8b742dd6466116_97)] | [removed: 51] | [added: | [49](#ibb5ea8d6040f44dcbe8b742dd6466116_97) | | |]
| [removed: Consolidated] [added: [Consolidated] Statements of Income for the years [removed: ended August] [added: ended](#ibb5ea8d6040f44dcbe8b742dd6466116_100) [August] 31, [removed: 2019, 2018 and 2017] [added: 2020](#ibb5ea8d6040f44dcbe8b742dd6466116_100)[, 2019](#ibb5ea8d6040f44dcbe8b742dd6466116_100) [and](#ibb5ea8d6040f44dcbe8b742dd6466116_100) [2018](#ibb5ea8d6040f44dcbe8b742dd6466116_100)] | [removed: 54] | [added: | [52](#ibb5ea8d6040f44dcbe8b742dd6466116_100) | | |]
| [removed: Consolidated] [added: [Consolidated] Statements of Comprehensive Income for the years [removed: ended August] [added: ended](#ibb5ea8d6040f44dcbe8b742dd6466116_103) [August] 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018](#ibb5ea8d6040f44dcbe8b742dd6466116_103)[](#ibb5ea8d6040f44dcbe8b742dd6466116_103)] | [removed: 55] | [added: | [53](#ibb5ea8d6040f44dcbe8b742dd6466116_103) | | |]
| [removed: Consolidated] [added: [Consolidated] Balance Sheets [removed: at August] [added: at](#ibb5ea8d6040f44dcbe8b742dd6466116_109) [August] 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2](#ibb5ea8d6040f44dcbe8b742dd6466116_109)[019](#ibb5ea8d6040f44dcbe8b742dd6466116_109)] | [removed: 56] | [added: | [54](#ibb5ea8d6040f44dcbe8b742dd6466116_109) | | |]
| [removed: Consolidated] [added: [Consolidated] Statements of Cash Flows for the [removed: years ended] [added: years](#ibb5ea8d6040f44dcbe8b742dd6466116_115) [ended] August 31, [removed: 2019, 2018 and 2017] [added: 2020, 2019](#ibb5ea8d6040f44dcbe8b742dd6466116_115) [and 2018](#ibb5ea8d6040f44dcbe8b742dd6466116_115)[](#ibb5ea8d6040f44dcbe8b742dd6466116_115)] | [removed: 57] | [added: | [55](#ibb5ea8d6040f44dcbe8b742dd6466116_115) | | |]
| [removed: Consolidated] [added: [Consolidated] Statements of Changes in Stockholders’ Equity for the years [removed: ended August] [added: ended](#ibb5ea8d6040f44dcbe8b742dd6466116_118) [August] 31, [added: 2020,] 2019, [removed: 2018] and [removed: 2017] [added: 2018](#ibb5ea8d6040f44dcbe8b742dd6466116_118)] | [removed: 58] | [added: | [56](#ibb5ea8d6040f44dcbe8b742dd6466116_118) | | |]
| [removed: Notes] [added: [Notes] to the Consolidated Financial [removed: Statements] [added: Statements](#ibb5ea8d6040f44dcbe8b742dd6466116_121)] | [removed: 59] | [added: | [57](#ibb5ea8d6040f44dcbe8b742dd6466116_121) | | |]
| Financial Statement Schedule: | | [added: | | | |]
| [removed: Schedule] [added: [Schedule] II – Valuation and Qualifying [removed: Accounts] [added: Accounts](#ibb5ea8d6040f44dcbe8b742dd6466116_241)] | [removed: 100] | [added: | [96](#ibb5ea8d6040f44dcbe8b742dd6466116_241) | | |]
In compliance with the Sarbanes-Oxley Act of 2002, FactSet assessed its internal control over financial reporting as of August 31, [removed: 2019] [added: 2020] and issued a report (see below).
Based on this evaluation, management concluded that FactSet’s internal control over financial reporting was effective as of August 31, [removed: 2019.][added: 2020.]
| /s/ F. PHILIP SNOW | | [added: | | | |] /s/ HELEN L. SHAN | [added: | |]
| F. Philip Snow | | [added: | | | |] Helen L. Shan | [added: | |]
| Chief Executive Officer | | [added: | | | |] Executive Vice President and Chief Financial Officer | [added: | |]
[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]
[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]
We have audited FactSet Research System Inc.’s (the Company) internal control over financial reporting as of August 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: 2019 consolidated financial statements] [added: 2020 Consolidated Financial Statements] of the Company and our report dated October [removed: 30, 2019,] [added: 29, 2020,] expressed an unqualified opinion thereon.
[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]
[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]
[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]
We have audited the accompanying consolidated balance sheets of FactSet Research Systems Inc. (the Company) as of August 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended August 31, [removed: 2019,] [added: 2020,] and the related notes and financial statement schedule listed in the Index at Item [removed: 8 (collectively referred to as the “consolidated financial statements”).][added: 8.]
In our opinion, the [removed: consolidated financial statements] [added: Consolidated Financial Statements] present fairly, in all material respects, the financial position of the Company at August 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended August 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of August 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control [removed: -] [added: –] Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated October [removed: 30, 2019] [added: 29, 2020] expressed an unqualified opinion thereon.
[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]
[removed: Critical] [added: Critical] Audit [removed: Matter][added: Matter]
| | | [removed: Measurement] [added: | Measurement] of income tax [removed: provision] [added: provision] | [added: | |]
| Description of the Matter | | [added: |] As discussed in Note [removed: 3] [added: 3*, Summary of Significant Accounting Policies*,] and [removed: 17] [added: 10, *Income Taxes*,] of the [removed: consolidated financial statements,] [added: Consolidated Financial Statements,] the Company serves international markets and is subject to income taxes in the U.S. and numerous foreign jurisdictions, which affect the Company’s provision for income taxes. The tax provision is an estimate based on management’s understanding of current enacted tax laws and tax rates of each tax jurisdiction and the use of subjective allocation methodologies to allocate taxable income to tax jurisdictions based upon the structure of the Company’s operations and customer arrangements. For the year-ended August 31, [removed: 2019,] [added: 2020,] the Company recognized a consolidated provision for income taxes of [removed: $69.2] [added: $54.2] million with [removed: $55.8] [added: $31.9] million related to its U.S. operations and [removed: $13.4] [added: $22.3] million related to its non-U.S. operations. Management’s calculation of the provision for income taxes was significant to our audit because the provision for income taxes involved subjective estimation and complex audit judgement related to the evaluation of tax laws, including the methods used to allocate taxable income, and the amounts and disclosures are material to the financial statements. | [added: | |]
| [removed: How We Addressed the Matter in Our Audit] | | [removed: We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over management’s calculation of its provision for income taxes. For example, we tested controls over management’s evaluation of the allocation methodologies and management’s review of the assumptions and data utilized in determining the allocation of income to applicable tax jurisdictions.] [added: |] Among other audit procedures performed, we evaluated the reasonableness of management’s allocation methodologies by analyzing the methodology based on the Company’s structure, operations and current tax law. We recalculated income tax expense using management’s methodology and agreed the data used in the calculations to the Company’s underlying books and records. We involved our tax professionals to evaluate the application of tax law to management’s allocation methodologies and tax positions. This included assessing the Company’s correspondence with the relevant tax authorities and evaluating third-party reports and advice obtained by the Company. We also performed a sensitivity analysis to evaluate the effect from changes in management’s allocation methodologies and assumptions. We have evaluated the Company’s income tax disclosures included in Note [removed: 17] [added: 10, *Income Taxes*,] of the [removed: consolidated financial statements] [added: Consolidated Financial Statements] in relation to these matters. | [added: | |]
[removed: FactSet] [added: FactSet] Research Systems [removed: Inc.][added: Inc.]
[removed: Consolidated] [added: Consolidated] Statements of [removed: Income][added: Income]
| | | [added: |] Years ended August 31, | | | | | | | | | | | [added: | | | | | | |]
| [removed: _(in] [added: *(in] thousands, except per share [removed: data)_] [added: data)*] | | [removed: 2019] | [added: Years ended August 31,] | | | [removed: 2018] | | | | [removed: 2017] | | | [added: | | | | |]
| Revenue | | [added: |] $ | [removed: 1,435,351] [added: 1,494,111] | | | [added: | |] $ | [removed: 1,350,145] [added: 1,435,351] | | | [added: | |] $ | [removed: 1,221,179] [added: 1,350,145] | |
| Operating expenses | | | | | | | | | | | | | [added: | | | | |]
| Cost of services | | | [removed: 663,446] [added: 695,446] | | | | [removed: 659,296] | | [added: 663,446] | | [removed: 566,580] | | [added: | | 659,296 | | |]
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[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
| October 29, 2020 | | | | | | October 29, 2020 | | |
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
October 29, 2020
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
(collectively referred to as the “Consolidated Financial Statements”).
Adoption of Accounting Standards Update (ASU) No. 2016-02
As discussed in Note 3*, Summary of Significant Accounting Policies*, to the Consolidated Financial Statements, the Company changed its method of accounting for leases in 2020 due to the adoption of ASU No. 2016-02, *Leases* (Topic 842).
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
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| How We Addressed the Matter in Our Audit | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over management’s calculation of its provision for income taxes. For example, we tested controls over management’s evaluation of the allocation methodologies and management’s review of the assumptions and data utilized in determining the allocation of income to applicable tax jurisdictions. | | |
| | | | | | |
October 29, 2020
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
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| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Interest expense, net | | | (9,829) | | | | | | (16,624) | | | | | | (16,286) | | |
| Other (expense) income, net | | | (2,697) | | | | | | 554 | | | | | | 1,920 | | |
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[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
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| 2020 | | | | | | 2019 | | | | | |
| Cash and cash equivalents | | | $ | 585,605 | | | | | $ | 359,799 | |
| | | | | | | | | | | | |
| --- | --- |
| | |
The Audit Committee of the Board of Directors, which consists solely of independent non-employee directors, is responsible for overseeing the functioning of the accounting system and related controls and the preparation of annual financial statements.
The Audit Committee periodically meets with management and the independent accountants to review and evaluate their accounting, auditing and financial reporting activities and responsibilities, including management’s assessment of internal control over financial reporting.
The independent registered public accounting firm has full and free access to the Audit Committee and has met with the committee, with and without management present.
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| October 30, 2019 | | October 30, 2019 |
October 30, 2019
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October 30, 2019
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| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| (Loss) on sale of business | | | — | | | | — | | | | (1,223 | ) |
| Interest expense, net of interest income | | | (16,070 | ) | | | (14,366 | ) | | | (6,600 | ) |
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| Intangible assets, net | | | 120,551 | | | | 148,935 | |
| Other assets | | | 29,943 | | | | 27,502 | |
| Taxes payable | | | 26,292 | | | | 29,626 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Tax benefits from share-based payment arrangements | | | — | | | | — | | | | 10,331 | |
| | | | | | | | | | | | | |
| Cash and cash equivalents at beginning of period | | | 208,623 | | | | 194,731 | | | | 228,407 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Common Stock | | | | | | | | Additional | | | | Treasury Stock | | | | | | | | | | | | Accumulated Other | | | | Total | | |
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| Balance as of September 1, 2016 | | | 51,150,978 | | | $ | 512 | | | $ | 623,195 | | | | 11,112,753 | | | $ | (1,321,700 | ) | | $ | 1,283,927 | | | $ | (68,553 | ) | | $ | 517,381 | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | 258,259 | | | | | | | | 258,259 | |
An excerpt. Shown here: 40 of 797 rewritten, 40 of 537 added and 40 of 406 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2020 filing and the FY2019 filing.
Item 9A. CONTROLS AND PROCEDURES
8 rewritten, 6 added, 5 removed, 0 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures][added: Procedures]
[removed: Under the supervision and with the participation of our] [added: The Company's] management, including [removed: the] [added: its] principal executive officer and principal financial officer, [removed: we] have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as [added: amended (the "Exchange Act"), as] of the end of the annual period covered by this report.
[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]
There have been no [added: other] changes in [removed: our] [added: 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 [added: Company's] fourth quarter of fiscal [removed: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, [removed: our] [added: the Company's] internal control over financial reporting.
[removed: Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting][added: Reporting]
[removed: See Management’s] [added: *Management’s] Report on Internal Control over Financial [removed: Reporting under Item 8] [added: Reporting*] of this [added: Annual] Report on Form 10-K, which is incorporated herein by reference.
[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]
[removed: See Report] [added: *Report] of Independent Registered Public Accounting [removed: Firm under Item 8] [added: Firm*] of this [added: Annual] Report on Form 10-K, which is incorporated herein by reference.
Based on that evaluation, the principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective as of the end of the annual period covered by this report.
During the first and third quarters of fiscal 2020, the Company implemented a new general ledger and financial reporting system and a new purchase to payables system, respectively, as part of a multi-year global project to design, configure and install an integrated suite of enterprise software.
The implementations have involved changes to certain processes and related internal controls over financial reporting.
The Company has reviewed the system and the controls affected and made appropriate changes as necessary.
See Item 8.
See Item 8.
Based on that evaluation, the principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) are effective to ensure that information required to be disclosed by us in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
ITEM 9B.
OTHER INFORMATION
None.
PART III
Item 9B. OTHER INFORMATION
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[removed: | PART III | | |][added: Part III]
None.
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
Item 10.
Directors, Executive Officers and Corporate Governance 98
Item 11.
Executive Compensation 98
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 98
Item 13.
Certain Relationships and Related Transactions, and Director Independence 99
Item 14.
Principal Accounting Fees and Services 99
| PART IV | | |
Item 15.
Exhibits, Financial Statement Schedules 100
Item 16.
Form 10-K Summary 101
| Signatures | | 102 |
Part I
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
3 rewritten, 3 added, 1 removed, 3 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive officers is included [removed: under the caption “Executive Officers of the Registrant”] in [removed: Part I of this Report on Form 10-K.][added: Item 1.]
The Corporate Governance Guidelines and the charters of the committees of our Board of Directors, including the Audit Committee, Compensation and Talent Committee and Nominating and Corporate Governance [removed: Committee] [added: Committee,] are also available on our website at https://investor.factset.com on the Leadership and Corporate Governance page.
The guidelines, charters and code of ethics are also available in print free of charge to any stockholder who submits a written request to our Investor Relations department at our corporate headquarters at [removed: 601 Merritt 7, Norwalk, CT 06851 prior to January 1, 2020 and] 45 Glover Avenue Norwalk, CT 06850.
The information required to be furnished by this Item 10.
is incorporated herein by reference to our Notice of Annual Meeting of Stockholders and Proxy Statement to be filed within 120 days of August 31, 2020 (the "Proxy Statement").
*Executive Officers of the Registrant* of this Annual Report on Form 10-K.
The information required by this item relating to our directors and nominees, relating to compliance with Section 16(a) of the Securities Act of 1934, and relating to our Audit Committee is included under the captions “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the definitive Proxy Statement dated October 30, 2019, and all such information is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
0 rewritten, 2 added, 1 removed, 0 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
The information required to be furnished by this Item 11.
is incorporated herein by reference to our Proxy Statement.
The information required by this item relating to compensation is included under the captions “Executive Compensation,” “Compensation Discussion and Analysis,” “Compensation and Talent Committee Report,” “Director Compensation Program,” including “Equity Compensation,” and “Director Compensation Table” of the definitive Proxy Statement dated October 30, 2019, and all such information is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
7 rewritten, 7 added, 7 removed, 1 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
The following table summarizes as of August 31, [removed: 2019,] [added: 2020,] the number of outstanding equity awards granted to employees and non-employee directors, as well as the number of equity awards remaining available for future issuance, under FactSet’s equity compensation plans:
| [removed: _(In] [added: *(In] thousands, except per share [removed: data)_] [added: data)*] | | | | | | | | | | | | | | [added: | | | | | | |]
| Plan category | | [removed: (a)] [added: |] Number of securities to be issued upon exercise of outstanding [removed: options] [added: options, warrants] and [removed: restricted stock vesting] [added: rights (a)] | | | | | [removed: (b)] [added: |] Weighted-average exercise price of outstanding [removed: options] [added: options, warrants and rights (b)] | | | | [removed: (c)] [added: | |] Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a)) [added: (c)] | | | [added: | | |]
| Equity compensation plans [added: not] approved by security holders | | | [removed: 2,648] [added: *—*] | [removed: (1)] | | | [removed: $] | [removed: 168.50] | [removed: (2)] [added: *—*] | | | [removed: 6,551] | [removed: (3)] | [added: | — | | | | | |]
| Equity compensation plans [removed: not] approved by security holders | | | [removed: _—_] [added: 2,400] | | | [added: (1)] | | [removed: _—_] | [added: $] | [added: 189.32] | | [removed: —] [added: (2)] | | [added: | 6,053 | | | (3) | | |]
[removed: | | _(2)_ | _Calculated] [added: *(2)Calculated] without taking into account shares of FactSet common stock subject to outstanding [removed: restricted] stock [added: awards] that will become issuable as they vest, without any cash consideration or other payment required for such [removed: shares._ |][added: shares.*]
[removed: | | _(3)_ | _Includes 263,956] [added: *(3)Includes 5,625,791] shares available for future issuance under the FactSet Research Systems Inc. [added: Stock Option and Award Plan, as Amended and Restated, 249,886 shares available for future issuance under the FactSet Research Systems Inc.] Non-Employee Directors’ Stock Option and Award Plan, as Amended and [removed: Restated_ _and 220,410_ _shares] [added: Restated,* *and 177,804* *shares] available [removed: for_ _purchase_ _under the_ _FactSet] [added: for* *purchase* *under the* *FactSet] Research Systems [removed: Inc._ _2008] [added: Inc.* *2008] Employee Stock Purchase [removed: Plan,_ _as_ _Amended] [added: Plan,* *as* *Amended] and [removed: Restated._ |][added: Restated.*]
The information required to be furnished by this Item 12.
is incorporated herein by reference to our Proxy Statement.
| | | | | | | | | | | | | | | | | | | | | |
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| Total | | | 2,400 | | | (1) | | | $ | 189.32 | | (2) | | | 6,053 | | | (3) | | |
*(1)Includes 2,254 shares issuable upon exercise of outstanding options, 109 shares issuable upon vesting of awards of restricted stock and* *37 shares* *issuable upon the conversion of outstanding performance share units.*
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
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”, in the definitive Proxy Statement dated October 30, 2019, and such information is incorporated herein by reference.
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total | | | 2,648 | (1) | | | $ | 168.50 | (2) | | | 6,551 | (3) |
| | _(1)_ | _Includes shares of FactSet common stock subject to outstanding restricted stock that will entitle each holder to the issuance of one share of common stock as they vest._ |
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
0 rewritten, 2 added, 1 removed, 0 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
The information required to be furnished by this Item 13.
is incorporated herein by reference to our Proxy Statement.
The information required by this item relating to review, approval or ratification of transactions with related persons is included under the caption “Certain Relationships and Related Transactions” and all the information required by this item relating to director independence is included under the caption “Corporate Governance” contained in the definitive Proxy Statement dated October 30, 2019, all of which information is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1 rewritten, 3 added, 1 removed, 0 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
[removed: PART IV][added: Part IV]
The information required to be furnished by this Item 14.
is incorporated herein by reference to our Proxy Statement.
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
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, 2019, all of which information is incorporated herein by reference.
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
40 rewritten, 19 added, 19 removed, 0 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
[removed: | (a) | Documents] [added: (a)Documents] filed as part of this [added: Annual] Report on Form 10-K: [removed: |]
[removed: | | | The information required by this item is included in Item 8, Financial] [added: *Financial] Statements and Supplementary [removed: Data,] [added: Data*, of this Annual Report on Form 10-K] which is incorporated herein. [removed: |]
[removed: | | _2._ | Financial] [added: 2.Financial] Statements Schedule [removed: |]
[removed: | | |] Schedule II – Valuation and Qualifying Accounts [removed: |]
[removed: | | |] Years ended [removed: _August_ _31,_ _2019,_ _2018_] [added: August 31, 2020, 2019] and [removed: _2017_] [added: 2018] (in thousands): [removed: |]
| Receivable [removed: Reserve] [added: reserve] and [removed: Billing Adjustments] [added: billing adjustments] | | [added: |] Balance at Beginning of Year | | | | [added: | |] Charged to Expense/ Against Revenue(1) | | | | [added: | |] Write-offs, Net of Recoveries | | | | [added: | |] Balance at End of Year | | |
| 2019 | | [added: |] $ | 3,490 | | | [added: | |] $ | 11,474 | | | [added: | |] $ | [removed: (4,453] [added: (4,453)] | [removed: )] | | [added: | |] $ | 10,511 | |
| 2018 | | [added: |] $ | 2,738 | | | [added: | |] $ | 4,737 | | | [added: | |] $ | [removed: (3,985] [added: (3,985)] | [removed: )] | | [added: | |] $ | 3,490 | |
[removed: | | _(_1_)_ | _Additions] [added: *(1)* *Additions] to the receivable reserve for doubtful accounts are charged to bad debt expense. [removed: Additions to the receivable reserve for billing adjustments are charged against revenue._ |]
[removed: | |] Additional financial statement schedules are omitted since they are either [removed: _not_] [added: not] required, [removed: _not_] [added: not] applicable, or the information is otherwise included. [removed: |]
[removed: | | |] The information required by this Item is set forth below. [removed: |]
| | | | | [added: | | | | | | | |] Incorporated by Reference | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
| Exhibit Number | | [added: | | | |] Exhibit Description | | [added: | | | |] Form | | [added: | | | |] File No. | | [added: | | | |] Exhibit No. | | [added: | | | |] Filing Date | | [added: | | | |] Filed Herewith | [added: | |]
| 3.1 | | [removed: [Restated] [added: | | | | Restated] Certificate of [removed: Incorporation](http://www.sec.gov/Archives/edgar/data/1013237/0000950112-96-002172.txt)] [added: Incorporation] | | [added: | | | |] S-1/A | | [added: | | | |] 333-04238 | | [added: | | | |] 3.1 | | [added: | | | |] 6/26/1996 | | | [added: | | | | | |]
| 3.2 | | [removed: [Certificate] [added: | | | | Certificate] of Amendment of Certificate of [removed: Incorporation](http://www.sec.gov/Archives/edgar/data/1013237/000101323701500062/exhibit3_12.htm)] [added: Incorporation] | | [added: | | | |] 10-K | | [added: | | | |] 333-22319 | | [added: | | | |] 3.12 | | [added: | | | |] 11/20/2001 | | | [added: | | | | | |]
| 3.3 | | [removed: [Second] [added: | | | | Second] Amendment to the Restated Certificate of [removed: Incorporation](http://www.sec.gov/Archives/edgar/data/1013237/000143774911009546/ex3-1.htm)] [added: Incorporation] | | [added: | | | |] 8-K | | [added: | | | |] 001-11869 | | [added: | | | |] 3.1 | | [added: | | | |] 12/16/2011 | | | [added: | | | | | |]
| 3.4 | | [removed: [Amended] [added: | | | | Amended] and Restated By-laws of FactSet Research Systems Inc. as amended September 1, [removed: 2018](http://www.sec.gov/Archives/edgar/data/1013237/000143774918016673/ex_123329.htm)] [added: 2018] | | [added: | | | |] 8-K | | [added: | | | |] 001-11869 | | [added: | | | |] 3.1 | | [added: | | | |] 9/6/2018 | | | [added: | | | | | |]
| 4.0 | | [removed: [Form] [added: | | | | Form] of Common [removed: Stock](http://www.sec.gov/Archives/edgar/data/1013237/0000950112-96-002172.txt)] [added: Stock] | | [added: | | | |] S-1/A | | [added: | | | |] 333-04238 | | [added: | | | |] 4.1 | | [added: | | | |] 6/26/1996 | | | [added: | | | | | |]
| [removed: 10.1] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1013237/000119312504192500/ddef14a.htm)] | | [added: | | | |] [FactSet Research Systems Inc. 2004 Employee Stock Option and Award [removed: Plan(1)](http://www.sec.gov/Archives/edgar/data/1013237/000119312504192500/ddef14a.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1013237/000119312504192500/ddef14a.htm)[(1)](https://www.sec.gov/Archives/edgar/data/1013237/000119312504192500/ddef14a.htm)] | | [added: | | | |] DEF-14A | | [added: | | | |] 001-11869 | | [added: | | | |] Exhibit A | | [added: | | | |] 11/10/2004 | | | [added: | | | | | |]
| [removed: 10.2] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1013237/000119312510274624/ddefr14a.htm#tx105689_29)] | | [added: | | | |] [FactSet Research Systems Inc. 2004 Stock Option and Award Plan, as Amended and [removed: Restated(1)](http://www.sec.gov/Archives/edgar/data/1013237/000119312510274624/ddefr14a.htm#tx105689_29)] [added: Restated](https://www.sec.gov/Archives/edgar/data/1013237/000119312510274624/ddefr14a.htm#tx105689_29)[(1)](https://www.sec.gov/Archives/edgar/data/1013237/000119312510274624/ddefr14a.htm#tx105689_29)] | | [added: | | | |] DEFR-14A | | [added: | | | |] 001-11869 | | [added: | | | |] Appendix A | | [added: | | | |] 12/6/2010 | | | [added: | | | | | |]
| [removed: 10.3] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1013237/000143774917021030/ex_102391.htm)] | | [added: | | | |] [FactSet Research Systems Inc. Stock Option and Award Plan as Amended and [removed: Restated(1)](http://www.sec.gov/Archives/edgar/data/1013237/000143774917021030/ex_102391.htm)] [added: Restated](https://www.sec.gov/Archives/edgar/data/1013237/000143774917021030/ex_102391.htm)[(1)](https://www.sec.gov/Archives/edgar/data/1013237/000143774917021030/ex_102391.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-11869 | | [added: | | | |] 10.1 | | [added: | | | |] 12/21/2017 | | | [added: | | | | | |]
| [removed: 10.4] [added: [10.](https://www.sec.gov/Archives/edgar/data/1013237/000119312508220394/ddef14a.htm#tx59473_27)[4](https://www.sec.gov/Archives/edgar/data/1013237/000119312508220394/ddef14a.htm#tx59473_27)] | | [added: | | | |] [FactSet Research Systems Inc. 2008 Non-Employee Directors’ Stock Option [removed: Plan(1)](http://www.sec.gov/Archives/edgar/data/1013237/000119312508220394/ddef14a.htm#tx59473_27)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1013237/000119312508220394/ddef14a.htm#tx59473_27)[(1](https://www.sec.gov/Archives/edgar/data/1013237/000119312508220394/ddef14a.htm#tx59473_27)[)](https://www.sec.gov/Archives/edgar/data/1013237/000119312508220394/ddef14a.htm#tx59473_27)] | | [added: | | | |] DEF-14A | | [added: | | | |] 001-11869 | | [added: | | | |] Appendix A | | [added: | | | |] 10/30/2008 | | | [added: | | | | | |]
| [removed: 10.5] [added: [10.5](https://www.sec.gov/Archives/edgar/data/1013237/000143774917021030/ex_102392.htm)] | | [added: | | | |] [FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and [removed: Restated(1)](http://www.sec.gov/Archives/edgar/data/1013237/000143774917021030/ex_102392.htm)] [added: Restated](https://www.sec.gov/Archives/edgar/data/1013237/000143774917021030/ex_102392.htm)[(1)](https://www.sec.gov/Archives/edgar/data/1013237/000143774917021030/ex_102392.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-11869 | | [added: | | | |] 10.2 | | [added: | | | |] 12/21/2017 | | | [added: | | | | | |]
| [removed: 10.6] [added: [10.6](https://www.sec.gov/Archives/edgar/data/1013237/000143774918006528/ex_109818.htm)] | | [added: | | | |] [Lease, dated February 14, 2018, between FactSet Research Systems Inc. and 45 Glover Partners, [removed: LLC(2)](http://www.sec.gov/Archives/edgar/data/1013237/000143774918006528/ex_109818.htm)] [added: LLC](https://www.sec.gov/Archives/edgar/data/1013237/000143774918006528/ex_109818.htm)[(2)](https://www.sec.gov/Archives/edgar/data/1013237/000143774918006528/ex_109818.htm)] | | [added: | | | |] 10-Q | | [added: | | | |] 001-11869 | | [added: | | | |] 10.1 | | [added: | | | |] 4/9/2018 | | | [added: | | | | | |]
| [removed: 10.7] [added: [10.7](https://www.sec.gov/Archives/edgar/data/1013237/000143774919006616/ex_139950.htm)] | | [added: | | | |] [Credit Agreement with PNC Bank, National Association, Bank of America, N.A. and HSBC Bank USA, National Association as of March 29, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1013237/000143774919006616/ex_139950.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/1013237/000143774919006616/ex_139950.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-11869 | | [added: | | | |] 10.1 | | [added: | | | |] 3/29/2019 | | | [added: | | | | | |]
| [removed: 21] [added: [21](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000153/fds-202008x31xexx21.htm)] | | [added: | | | |] [Subsidiaries of FactSet Research Systems [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1013237/000143774919020894/ex_161511.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000153/fds-202008x31xexx21.htm)] | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] X | [added: | |]
| [removed: 23] [added: [23](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000153/fds-202008x31xexx23.htm)] | | [added: | | | |] [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1013237/000143774919020894/ex_161512.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000153/fds-202008x31xexx23.htm)] | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] X | [added: | |]
| [removed: 31.1] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000153/fds-20200831xexx311.htm)] | | [added: | | | |] [Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/1013237/000143774919020894/ex_161513.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000153/fds-20200831xexx311.htm)] | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] X | [added: | |]
| [removed: 31.2] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000153/fds-20200831xexx312.htm)] | | [added: | | | |] [Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/1013237/000143774919020894/ex_161514.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000153/fds-20200831xexx312.htm)] | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] X | [added: | |]
| [removed: 32.1] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000153/fds-20200831xexx321.htm)] | | [added: | | | |] [Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1013237/000143774919020894/ex_161515.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000153/fds-20200831xexx321.htm)] | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] X | [added: | |]
| [removed: 32.2] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000153/fds-20200831xexx322.htm)] | | [added: | | | |] [Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1013237/000143774919020894/ex_161516.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000153/fds-20200831xexx322.htm)] | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] X | [added: | |]
| 101.INS | | [removed: Inline] [added: | | | |] XBRL Instance Document | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] X | [added: | |]
| 101.SCH | | [removed: Inline] [added: | | | |] XBRL Taxonomy Extension Schema | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] X | [added: | |]
| 101.CAL | | [removed: Inline] [added: | | | |] XBRL Taxonomy Extension Calculation Linkbase | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] X | [added: | |]
| 101.DEF | | [removed: Inline] [added: | | | |] XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] X | [added: | |]
| 101.LAB | | [removed: Inline] [added: | | | |] XBRL Taxonomy Extension Label Linkbase | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] X | [added: | |]
| 101.PRE | | [removed: Inline] [added: | | | |] XBRL Taxonomy Extension Presentation Linkbase | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] X | [added: | |]
| 104 | | [added: | | | |] Cover [removed: Page] [added: page] Interactive Data File (formatted as Inline XBRL and contained in Exhibit [removed: 101)] [added: 101] | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] X | [added: | |]
[removed: | _(1)_ | _Indicates] [added: *(1)Indicates] a management contract or compensatory plan or [removed: arrangement_ |][added: arrangement*]
[removed: | _(2)_ | _Confidential] [added: *(2)Confidential] treatment has been granted for portions of this [removed: exhibit._ |][added: exhibit.*]
1.Financial Statements
The information required by this item is included in Item 8.
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2020 | | | $ | 10,511 | | | | | $ | 754 | | | | | $ | (3,278) | | | | | $ | 7,987 | |
Additions to the receivable reserve for billing adjustments are charged against revenue.*
3.Exhibits
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
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| [10.8](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000135/amendmenttocreditagree.htm) | | | | | | [Amendment to Credit Agreement, dated September 21, 2020, by and among FactSet Research Systems Inc., PNC Bank, National Association, as the Administrative Agent, and the Lenders party thereto.](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000135/amendmenttocreditagree.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 10.1 | | | | | | 9/25/2020 | | | | | | | | |
| [10.9](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a101factsetresearchsys.htm) | | | | | | [FactSet Research Systems Inc. Executive Severance Plan](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a101factsetresearchsys.htm)[(1)](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a101factsetresearchsys.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 10.1 | | | | | | 3/5/2020 | | | | | | | | |
| [10.10](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a102formoffactsetresea.htm) | | | | | | [Form of FactSet Research Inc. Equity Award Agreement](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a102formoffactsetresea.htm)[(1)](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a102formoffactsetresea.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 10.2 | | | | | | 3/5/2020 | | | | | | | | |
| [10.11](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000079/a101separationagreemen.htm) | | | | | | [Separation Agreement and General Release of Claims dated June 7, 2020 between FactSet Research Systems Inc. and Franck A.R. Gossieaux](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000079/a101separationagreemen.htm)[(1)](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000079/a101separationagreemen.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 10.1 | | | | | | 6/9/2020 | | | | | | | | |
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
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| --- | --- |
| | 1. | Financial Statements |
| --- | --- | --- |
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| --- | --- | --- |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2017 | | $ | 1,521 | | | $ | 3,381 | | | $ | (2,164 | ) | | $ | 2,738 | |
| --- | --- | --- |
| --- | --- |
| | 3. | Exhibits |
| --- | --- | --- |
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| 10.8 | | [Separation Agreement and General Release of Claims with John W. Wiseman as of April 22, 2019(1)](http://www.sec.gov/Archives/edgar/data/1013237/000143774919013742/ex_149335.htm) | | 10-Q | | 001-11869 | | 10.1 | | 7/10/2019 | | |
| --- | --- |
| --- | --- |
Item 16. FORM 10-K SUMMARY
26 rewritten, 21 added, 16 removed, 4 unchanged
Read the full itemFY2020 item · filed October 29, 2020FY2019 item · filed October 30, 2019
| | [added: | |] FACTSET RESEARCH SYSTEMS INC. | [added: | |]
| | [added: | |] (Registrant) | [added: | |]
| Date: October [removed: 30, 2019] [added: 29, 2020] | [added: | |] /s/ F. PHILIP SNOW | [added: | |]
| | [added: | |] F. Philip Snow | [added: | |]
| | [added: | |] Chief Executive Officer | [added: | |]
| Name | | [added: | | | |] Title | | [added: | | | |] Date | [added: | |]
| /s/ F. PHILIP SNOW | | [added: | | | |] Chief Executive Officer and Director | | [added: | | | |] October [removed: 30, 2019] [added: 29, 2020] | [added: | |]
| F. Philip Snow | | [added: | | | |] (Principal Executive Officer) | | | [added: | | | | | |]
| /s/ HELEN L. SHAN | | [added: | | | |] Executive Vice President and Chief Financial Officer | | [added: | | | |] October [removed: 30, 2019] [added: 29, 2020] | [added: | |]
| Helen L. Shan | | [added: | | | |] (Principal Financial Officer) | | | [added: | | | | | |]
| /s/ GREGORY T. MOSKOFF | | [added: | | | |] Senior Vice President, Controller [added: and Chief Accounting Officer] | | [added: | | | |] October [removed: 30, 2019] [added: 29, 2020] | [added: | |]
| Gregory T. Moskoff | | [added: | | | |] (Principal Accounting Officer) | | | [added: | | | | | |]
| /s/ ROBIN A. ABRAMS | | [removed: Director] | | [added: | | Chair | | | | | |] October [removed: 30, 2019] [added: 29, 2020] | [added: | |]
| Robin A. Abrams | | | | | [added: | | | | | | | | | |]
| /s/ SCOTT A. BILLEADEAU | | [added: | | | |] Director | | [added: | | | |] October [removed: 30, 2019] [added: 29, 2020] | [added: | |]
| Scott A. Billeadeau | | | | | [added: | | | | | | | | | |]
| /s/ MALCOLM FRANK | | [added: | | | |] Director | | [added: | | | |] October [removed: 30, 2019] [added: 29, 2020] | [added: | |]
| Malcolm Frank | | | | | [added: | | | | | | | | | |]
| /s/ SHEILA B. JORDAN | | [added: | | | |] Director | | [added: | | | |] October [removed: 30, 2019] [added: 29, 2020] | [added: | |]
| Sheila B. Jordan | | | | | [added: | | | | | | | | | |]
| /s/ JAMES J. MCGONIGLE | | [added: | | | |] Director | | [added: | | | |] October [removed: 30, 2019] [added: 29, 2020] | [added: | |]
| James J. McGonigle | | | | | [added: | | | | | | | | | |]
| /s/ LAURIE SIEGEL | | [added: | | | |] Director | | [added: | | | |] October [removed: 30, 2019] [added: 29, 2020] | [added: | |]
| Laurie Siegel | | | | | [added: | | | | | | | | | |]
| /s/ JOSEPH R. ZIMMEL | | [added: | | | |] Director | | [added: | | | |] October [removed: 30, 2019] [added: 29, 2020] | [added: | |]
| Joseph R. Zimmel | | | | | [added: | | | | | | | | | |]
[Table](#ibb5ea8d6040f44dcbe8b742dd6466116_7) [of Contents](#ibb5ea8d6040f44dcbe8b742dd6466116_7)
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| /s/ SIEW KAI CHOY | | | | | | Director | | | | | | October 29, 2020 | | |
| Siew Kai Choy | | | | | | | | | | | | | | |
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| /s/ LEE SHAVEL | | | | | | Director | | | | | | October 29, 2020 | | |
| Lee Shavel | | | | | | | | | | | | | | |
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| --- | --- |
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| /s/ PHILIP A. HADLEY | | Chairman | | October 30, 2019 |
| Philip A. Hadley | | | | |
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