FactSet Research Systems (FDS) 10-K risk factor changes: FY2023 vs FY2022
The 2023-08-31 10-K against the 2022-08-31 one, compared heading by heading and sentence by sentence.
Item 1A37 rewritten26 added67 removed228 unchanged
All filing items1,150 rewritten721 added743 removed1,412 unchanged
Summary
counted, not written
- Item 1A lists 28 risk factor headings: 0 new, 3 reworded and 25 unchanged since FY2022. 2 headings from FY2022 no longer appear.
- Sentence by sentence, 721 added, 743 removed, 1,150 rewritten and 1,412 unchanged across 21 items that differ.
- New this year: Item 1C. CYBERSECURITY.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2022.
Removed Item 1A headings (2)
- We may fail to realize the anticipated benefits of the CGS Transaction
- We have incurred and may incur additional significant transaction costs in connection with the CGS Transaction
Reworded Item 1A headings (3)
- Successful [added: access to] prohibited data
[removed: access]and other cyber-attacks and the failure of cyber-security systems and procedures [removed: The COVID-19 pandemic][added: Pandemics] and other global public health epidemics may adversely impact our business, our future results of operations and our overall financial performance- Third parties may claim we infringe upon their intellectual property rights or [added: they] may infringe upon our intellectual property rights
A heading is new when no FY2022 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
37 rewritten, 26 added, 67 removed, 228 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
However, these measures do not guarantee security, and improper access to or release of confidential information may still occur through, for example, employee error or malfeasance, system error, other inadvertent release, failure to properly purge and protect data, or [removed: cyberattack.][added: cybersecurity threats or attacks.]
Many jurisdictions in which we operate have laws and regulations relating to data privacy and protection of personal information, including, for example, the European [removed: Union] [added: Union's] General Data Protection Regulation, [removed: which became effective May 25, 2018, the laws] [added: an increasing number] of [removed: multiple] U.S. [removed: states] [added: state laws,] such as California's Consumer Privacy [removed: Act, which became effective January 1, 2020,] [added: Act] and [added: Connecticut's Personal Data Privacy and Online Monitoring Act,] China's Personal Information Protection Law, [removed: which became effective November 1, 2021.][added: and India's Digital Personal Data Protection Act.]
The law in this area continues to develop and the changing nature of [removed: privacy] [added: these] laws could impact our processing [added: and cross-border transfer] of personal and sensitive information related to our content, operations, employees, clients, [added: suppliers] and [removed: suppliers,] [added: others,] and may expose us to claims of violations.
Successful [added: access to] prohibited data [removed: access] and other cyber-attacks and the failure of cyber-security systems and procedures
We and these third-party service providers are subject to the risks of system failures and security breaches, including cyber-attacks [removed: (including] [added: (such as] those sponsored by nation-states, terrorist organizations, or global corporations seeking to illicitly obtain technology or other intellectual [removed: property), such as] [added: property and those accomplished by] phishing scams, hacking, viruses, denials of service attacks, tampering, intrusions, physical break-ins, ransomware and [removed: malware] [added: malware),] as well as employee errors or malfeasance.
[added: Our protective] systems and procedures and those of third parties to which we are connected, such as cloud computing providers, may not be effective against these threats.
Our computer operations, as well as our other business centers, and those of our suppliers and clients, [removed: are] [added: may be] vulnerable to interruption by fire, natural disaster, [added: extreme weather or climate conditions,] power loss, telecommunications failures, terrorist attacks, acts of [removed: war,] [added: war or] civil unrest, internet failures, computer [removed: viruses,] [added: viruses or] security breaches, [added: employee or systems errors,] and other events beyond our reasonable control.
We also currently use multiple providers of cloud services; however, one supplier provided the majority of our cloud computing support for [removed: the twelve months ended August 31, 2022.][added: fiscal 2023.]
Use of more advanced technologies and infrastructure is critical to the development of our products [added: and services, the scaling of our business for future growth, and the accurate maintenance of our data and operations.]
[removed: 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.
Many of our clients are [removed: investment banks,] asset [removed: managers,] [added: and] wealth [removed: advisors,] [added: managers, investment] and [added: commercial bankers, hedge funds, private equity and venture capital professionals, and] other financial services entities.
Mergers, consolidation or contraction of our clients in the financial services industry also could directly impact the number of [removed: clients and] [added: clients,] prospective clients and users of our products and services.
[added: Many of our customers in the financial services sector are] also subject to regulations and requirements to adopt risk management processes commensurate with the level of risk and complexity of their third-party relationships, and provide rigorous oversight of relationships that involve certain "critical activities," some of which may be deemed to be provided by us.
In fiscal [removed: 2022,] [added: 2023,] approximately [removed: 40%] [added: 39%] of our revenues related to operations located outside the U.S. In addition, approximately [removed: 79%] [added: 80%] of our employees are located in offices outside the U.S. We expect our growth to continue outside the U.S. Our non-U.S. operations involve risks that differ from or are in addition to those faced by our U.S. operations.
These risks include difficulties in developing products, services and technology tailored to the needs of non-U.S. clients, including in emerging markets; different employment laws and rules; rising labor costs in lower-wage countries; difficulties in staffing and managing personnel that are located outside the U.S.; different regulatory, legal and compliance requirements, including in the areas of privacy and data protection, anti-bribery and anti-corruption, trade sanctions and [added: restraints and] currency controls, marketing and sales and other barriers to conducting business; social and cultural differences, such as language; diverse or less stable political, operating and economic environments and market fluctuations; civil disturbances or other catastrophic events that reduce business activity, including the risk that the current [removed: conflict] [added: conflicts] between Ukraine and Russia [removed: expands] [added: and] in [added: the Middle East expand in] a way that impacts our business and operations; limited recognition of our brand and intellectual property protection; differing accounting principles and standards; restrictions on or adverse tax consequences from entity management efforts; and changes in U.S. or foreign tax laws.
We collect and aggregate third-party content from data suppliers, news sources, exchanges, brokers and contributors into our own dedicated [removed: online service,] [added: managed databases,] which clients access to perform their analyses.
[added: We have entered into third-party content agreements of varying] lengths, which in some cases can be terminated on one year’s notice at predefined dates, and in other cases on shorter notice.
We are not dependent on any one third-party data supplier [removed: in order] to meet the needs of our clients, with only two data suppliers each representing more than 10% of our total data costs for [removed: the twelve months ended August 31, 2022.][added: fiscal 2023.]
Our failure to be able to maintain [removed: these] [added: our supplier] relationships, or the failure of our suppliers to deliver accurate data or in a timely manner, or the occurrence of a dispute with a vendor over use of their content, could 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.
If we are unsuccessful in our recruiting efforts, or if we are unable to retain key employees, our ability to develop and deliver successful products and services may be [removed: adversely] [added: negatively] affected and could have a material, adverse effect on our business.
[removed: The COVID-19 pandemic] [added: Pandemics] and other global public health epidemics may adversely impact our business, our future results of operations and our overall financial performance
These laws, rules, and regulations, and their interpretations, may [added: conflict or] change in the [removed: future or conflict,] [added: future,] and compliance with these changes may increase our costs or cause us to make changes in or otherwise limit our business practices.
In addition, the global nature and scope of our business operations make it more difficult to monitor areas that may be subject to regulatory and [removed: compliance risk.]
Third parties may claim we infringe upon their intellectual property rights or [added: they] may infringe upon our intellectual property rights
In August [removed: 2019 and] [added: 2019,] July [removed: 2021,] [added: 2021 and December 2022,] we received Notices of Intent to Assess (the "Notices") additional sales/use taxes, interest and underpayment penalties from the Commonwealth of Massachusetts Department of Revenue relating to prior tax periods.
As of August 31, [removed: 2022,] [added: 2023,] we have concluded that [removed: a] [added: some] payment to the Commonwealth is probable.
We [added: have] recorded an accrual which is not material to our consolidated financial statements.
[removed: If we] [added: We] are [removed: presented] [added: filing petitions] with [removed: a formal assessment for any of these matters, we] [added: the Appellate Tax Board to appeal all amounts assessed by the Commonwealth and] believe that we will ultimately prevail; however, if we do not [removed: prevail,] [added: prevail] the amount of [removed: any assessment] [added: these assessments] could have a material impact on our consolidated financial position, results of operations and cash flows.
Our primary currency exposures include the [added: Indian Rupee, Euro,] British Pound [removed: Sterling, Euro, Indian Rupee] [added: Sterling] and Philippine Peso.
To manage this exposure, we utilize derivative [removed: instruments (such as] [added: instruments, namely] foreign currency forward [removed: contracts).][added: contracts.]
[added: Although we believe] that our foreign exchange hedging policies are reasonable and prudent under the circumstances, our attempt to hedge against these risks may not be successful, which could cause an adverse impact on both our results of operations and cash flows.
Negative conditions in the general economy in either the United States or abroad, including conditions resulting from financial and credit market fluctuations, changes in economic policy, inflation rate fluctuations and trade uncertainty, including changes in tariffs, sanctions, international treaties and other trade restrictions, [added: or other geopolitical events, such as the ongoing military conflicts between Russia and Ukraine and in the Middle East,] could result in an increase in our costs and/or a reduction in demand for our products, which could have an adverse effect on our results of operations and financial condition.
[removed: Refer to Note 12, *Debt*] [added: of this Annual Report on Form 10-K] for definitions of these terms and more information on the Senior Notes, 2022 Credit Facilities and 2019 Revolving Credit Facility.
c.requiring us to dedicate a substantial portion of our cash [removed: flow] [added: flows] from operations to pay interest on our debt and scheduled amortization on the 2022 Term Facility, which would reduce availability of our cash flow to fund working capital, capital expenditures, acquisitions, execution of our strategy and other general corporate purposes;
In addition, we may not be able to generate sufficient cash [removed: flow] [added: flows] from our operations to repay our indebtedness when it becomes due and to meet our other cash needs.
[removed: We cannot assure you] [added: There can be no assurance] that we will meet those tests or that the lenders will waive any failure to meet those tests.
The 2022 Credit Agreement provides that (i) loans denominated in U.S. dollars, at our option, will bear interest at either the one-month Term Secured Overnight Financing Rate ("SOFR") (with a 0.1% credit spread adjustment and subject to a "zero" floor), (ii) the Daily Simple SOFR (with a 0.1% credit spread adjustment and subject to a "zero" floor) or (iii) an alternate base [added: rate.]
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
While we maintain insurance coverage that is intended to address certain aspects of cybersecurity and data protection risks, such coverage may not include, or may not be sufficient to cover, all or the majority of the costs, losses or types of claims.
As we increase our reliance on third-party
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
Our use of artificial intelligence technologies may not be successful and may present business, compliance, and reputational risks
We use, and will expand our use of, machine learning and artificial intelligence ("AI") technologies in some of our products and processes.
If we fail to keep pace with rapidly evolving AI technological developments, our competitive position and business results may be negatively impacted.
Our use of AI technologies will require resources to develop, test and maintain such products, which could be costly.
Third parties may be able to use AI to create technology that could reduce demand for our products.
In addition, the introduction of AI technologies, particularly generative AI, into new or existing offerings may result in new or expanded risks and liabilities, due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality, data privacy or security risks, as well as other factors that could adversely affect our business, reputation, and financial results.
For example, use of AI technologies could lead to unintended consequences, such as accuracy issues, cybersecurity risks, unintended biases, and discriminatory outputs, could impact our ability to protect our data, intellectual property, and client information, or could expose us to intellectual property claims by third parties.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
compliance risk.
Some recent legislative and regulatory changes that we believe might materially impact us and our clients include: (a) in the European Union ("EU") and the United Kingdom ("UK"), the Markets in Financial Instruments Directive (recast) ("MiFID II"), which became effective in January 2018, may adversely affect demand for our services; (b) in the UK, the uncertainty surrounding the UK and EU regulatory frameworks following the UK's departure from the EU in January 2020 ("Brexit"), including the Financial Services and Markets Bill, may negatively impact our revenues or growth; and (c) evolving laws, rules and regulations in a variety of jurisdictions around such areas as climate, data privacy, cybersecurity, and data protection.
We requested pre-assessment conferences with the Department of Revenue's Office of Appeals to appeal the Notices and in May 2023 we received a Letter of Determination from the Commonwealth upholding the Notices, along with a Notice of Assessment for all the periods covered by the Notices.
On June 22, 2023, we filed an Application for Abatement with the Commonwealth disputing all amounts assessed, which was subsequently denied.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
In addition, as a global taxpayer, we face challenges due to increasing complexities in accounting for taxes in a variety of jurisdictions, which could impact our tax obligations and effective tax rate.
As of August 31, 2023, our total outstanding principal amount of debt was $1.6 billion, none of which is secured.
This includes our obligations under the Senior Notes and the 2022 Credit Facilities.
Refer to Note 12, *Debt* in the Notes to the Consolidated Financial Statements included in Part II, Item 8.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
Our protective
and services, the scaling of our business for future growth, and the accurate maintenance of our data and operations.
Many of our customers in the financial services sector are
We have entered into third-party content agreements of varying
To date, the COVID-19 pandemic has not had a material negative impact on our financial condition, results of operations, or cash flows.
However, due to the ongoing uncertainty related to the duration, magnitude and impact of the pandemic, it may still have a substantial negative impact on our employees' or vendors' productivity, which could result in our operations, including our ability to gather content, suffering, and in turn our results of operations, cash flows, and overall financial performance being impacted negatively.
Furthermore, if our employees incur substantial medical expenses due to COVID-19, our expenses may increase due to our self-funded employee medical insurance model.
Our management is focused on mitigating the effects of COVID-19 on our business, which has required and will continue to require a substantial investment of their time and may delay their other efforts.
The continued impact of COVID-19 may also increase the severity or likelihood of the other risks described in this Item, any of which could have a material effect on us.
Given the dynamic nature of these circumstances, the extent to which our business, financial condition, results of operations, or cash flows are affected by COVID-19 will depend in part on future developments which cannot be accurately predicted and are uncertain.
The impact of the COVID-19 pandemic depends upon various uncertainties, including the geographic spread of the virus, the severity of the virus, the duration of the outbreak, and actions that may be taken by governmental authorities to contain the virus.
If we are not able to respond to and manage the impact of such events effectively, our business and financial condition could be negatively impacted.
Refer to Item
7.
*Management’s Discussion and Analysis of Financial Condition and Results of Operations - COVID-19 Update* for additional information.
Recent regulatory changes that we believe might materially impact us and our clients include:
*MiFID*
In the European Union ("EU"), the Markets in Financial Instruments Directive (recast) ("MiFID II") became effective in January 2018.
In the United Kingdom ("UK"), laws and regulations implementing MiFID II were modified to transpose aspects of EU law and address deficiencies that would have otherwise been created as a result of the UK's withdrawal from the EU.
We believe that compliance with MiFID II requirements is time-consuming and costly for investment managers who are subject to it and may cause clients to adapt their pricing models and business practices significantly.
These increased costs may impact our clients’ spending and may cause some investment managers to lose business or withdraw from the market, which may adversely affect demand for our services.
However, MiFID II may also present us with new business opportunities for new service offerings.
In May 2022, the UK government announced the new Financial Services and Markets Bill ("FSM Bill"), which would reform financial service regulation in the UK and represent a divergence from the existing UK MiFID regime.
There is no set timescale as to when passage of the FSM Bill would occur.
This regulatory reform may impact some of our UK-regulated clients and may require them to devote more resources towards realigning their compliance measures, and in some cases ensuring compliance with both the UK and EU regimes.
We continue to monitor and work with our clients to navigate through the impact of UK regulatory change and of MiFID II on the investment process and trade lifecycle.
*Brexit*
On January 31, 2020, the UK formally left the EU.
On January 1, 2021, the UK left the EU Single Market and Customs Union, as well as all EU policies and international agreements.
resulting in two separate markets in the EU and the UK.
On December 24, 2020, the EU reached a trade agreement with the UK (the "Trade Agreement").
The Trade Agreement offers UK and EU companies preferential access to each other's markets, ensuring imported goods will be free of tariffs and quotas; however, economic relations between the UK and EU will now be on more restricted terms than existed previously.
The Trade Agreement does not incorporate the full scope of the services sector, and businesses such as banking and finance face uncertainty.
In March 2021, the UK and EU had agreed on a framework for voluntary regulatory cooperation and dialogue on financial services issues between the two countries in a Memorandum of Understanding (the "MOU"), which is expected to be signed after formal steps are completed, although this has not yet occurred.
In June 2022, following an inquiry, the European Affairs Committee issued a report which concluded that while the outlook for financial services after Brexit seems relatively positive, the impact of Brexit on financial services would be dependent on political decisions made by the UK and the EU.
At this time, we cannot predict the impact that the Trade Agreement, the MOU or any future agreements on services, particularly financial services, will have on our business and our clients.
It is possible that new terms may adversely affect our operations and financial results.
We continue to evaluate our own risks and uncertainty related to Brexit, and partner with our clients to help them navigate the fluctuating international markets.
This uncertainty may have an impact on our clients’ expansion or spending plans, which may in turn negatively impact our revenue or growth.
The EU Commission has adopted adequacy decisions which will allow personal data to continue to move freely between the EU and the UK until June 27, 2025.
An excerpt. Shown here: all 37 rewritten, all 26 added and 40 of 67 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2023 filing and the FY2022 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
285 rewritten, 185 added, 200 removed, 198 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
This Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the Consolidated Financial Statements and related Notes included in [added: Part II,] Item 8.
*Financial Statements and Supplementary Data*, of this Annual Report on Form [removed: 10-K.][added: 10-K, our Current Reports on Form 8-K and our other filings with the Securities and Exchange Commission.]
For a similar detailed discussion comparing fiscal [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] refer to [added: Part II,] Item 7.
[removed: Management's] [added: *Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations*] within our Annual Report on Form 10-K for the year ended August 31, [removed: 2021.][added: 2022.]
Factors that could cause such differences include, but are not limited to, those identified below and those discussed in [added: Part I,] Item 1A.
FactSet Research Systems Inc. and its wholly-owned subsidiaries (collectively, "we," "our," "us," the "Company" or "FactSet") is a global financial [removed: data] [added: digital platform] and [removed: analytics company] [added: enterprise solutions provider] with [removed: an] open and flexible [removed: digital platform] [added: products] that [removed: drives] [added: drive] the investment community to see more, think bigger and do its best work.
[removed: For over 40 years, the FactSet] [added: Our] platform [removed: has delivered] [added: delivers] expansive data, sophisticated analytics and flexible technology used by global financial professionals to power their critical investment workflows.
As of August 31, [removed: 2022,] [added: 2023,] we had [removed: more than 7,500] [added: nearly 8,000] clients comprised of [removed: approximately 180,000] [added: almost 190,000] investment professionals, including asset managers, bankers, wealth managers, asset owners, [removed: channel] partners, hedge funds, corporate [removed: users,] [added: users and] private equity [removed: and] [added: &] venture capital professionals.
Our on- and off-platform solutions span the investment [removed: lifecycle to include] [added: life cycle of] investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting.
We [removed: combine dedicated client service with] [added: provide] open and flexible technology offerings, including a configurable desktop and mobile platform, comprehensive data feeds, cloud-based digital solutions and APIs.
Our CGS business supports security master files relied on by the investment industry for critical front, middle and [removed: back office] [added: back-office] functions.
For each of our segments, we execute our strategy through [removed: our] three workflow solutions: Research & Advisory; Analytics & Trading; and CTS.
We [removed: are focused on growing] [added: operate] our [removed: global] business through three segments: the Americas, EMEA and Asia Pacific.
Fiscal [removed: 2022 Year] [added: 2023] in Review
Revenues for [removed: the] fiscal [removed: year 2022 was $1.8] [added: 2023 were $2.1] billion, an increase of [removed: 15.9%] [added: 13.1%] from the prior year.
Revenues increased [removed: across] [added: in all] our [removed: operating] segments, primarily [removed: in] [added: from] the Americas, followed by EMEA and Asia [removed: Pacific, supported by increased revenues from each of our workflow solutions, mainly in CTS, followed by Research & Advisory and Analytics and Trading and our annual price increase.][added: Pacific.]
Organic revenues contributed to [removed: 9.8%] [added: 8.2%] of [removed: the] [added: our] growth during fiscal [removed: 2022,] [added: 2023,] compared with the prior [removed: year period.][added: year.]
*Management's Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial [removed: Measures*] [added: Measures,*] of this Annual Report on Form 10-K for a reconciliation between revenues and organic revenues.
As of August 31, [removed: 2022,] [added: 2023,] organic annual subscription value ("Organic ASV") plus Professional Services totaled [removed: $1.8] [added: $2.2] billion, an increase of [removed: 9.3%] [added: 7.1%] over the prior year.
Organic ASV increased [removed: across] [added: in] all our segments, with the majority of the increase related to the Americas, followed by EMEA and Asia [removed: Pacific, supported by increases in our workflow solutions, mainly Research & Advisory and Analytics & Trading, followed by CTS.][added: Pacific.]
[removed: *Financial] [added: *Management's Discussion and Analysis of Financial] Condition and Results of Operations, Annual Subscription [removed: Value*] [added: Value,*] of this Annual Report on Form 10-K for the definitions of Organic ASV and Organic ASV plus Professional Services.
Operating income [removed: for the fiscal year 2022] increased [removed: 0.3%,] [added: 32.3% to $629.2 million in fiscal 2023,] compared with [added: $475.5 million in] the prior [removed: year period.][added: year.]
Operating margin [removed: decreased] [added: increased] in fiscal [removed: 2022] [added: 2023] to [removed: 25.8%,] [added: 30.2%,] compared with [removed: 29.8%] [added: 25.8%] for fiscal [removed: 2021.][added: 2022.]
Operating margin [removed: decreased] [added: increased] primarily due to [removed: impairment charges related to vacating certain leased office space and higher amortization of intangible assets, primarily from the CGS acquisition, partially offset by] growth in revenues [removed: and lower employee compensation expense,] [added: and,] when expressed as a percentage of [removed: revenue.][added: revenues, a decrease in asset impairment charges, employee compensation costs, professional fees, data costs and occupancy costs, partially offset by higher royalty fees and amortization of intangible assets.]
Diluted earnings per [added: common] share [removed: ("EPS") decreased 1.1%] [added: ("Diluted EPS") increased 17.5%] compared with the prior year.
Our clients and users reached new highs of [removed: 7,538] [added: 7,921] and [removed: 179,982,] [added: 189,972,] respectively, in fiscal [removed: 2022.][added: 2023.]
We returned [removed: $144.6] [added: $315.3] million to stockholders in the form of share repurchases and dividends paid during fiscal [removed: 2022.][added: 2023.]
We garnered multiple awards in [removed: 2022,] [added: fiscal 2023,] with honors [removed: spanning multiple workflows, including] [added: noted for] research, risk, performance, trading and wealth management.
It is the foundation for security master files relied on by critical front, middle and [removed: back office] [added: back-office] functions.
[removed: CGS] [added: CGS, operating on behalf of the ABA,] is the exclusive [removed: provider] [added: issuer] of [removed: Committee on Uniform Security Identification Procedures ("CUSIP") and] CUSIP [removed: International Number System ("CINS")] [added: and CINS] identifiers globally and also acts as the official numbering agency for [removed: International Securities Identification Number ("ISIN")] [added: ISIN] identifiers in the United [removed: States.][added: States and as a substitute number agency for more than 30 other countries.]
We [removed: believe that the] [added: acquired] CGS [removed: acquisition will significantly] [added: to] expand our critical role in the global capital markets.
CGS [removed: functions] [added: operates] as part of CTS.
[removed: Refer to Note 6, *Acquisitions* and Note 12, *Debt*] [added: of this Annual Report on Form 10-K] for more information on these defined terms as well as our acquisition of CGS, the Senior Notes and the 2022 Credit [removed: Facilities.][added: Facilities, respectively.]
[removed: *Risk Factors, Operational Risks*] of this Annual Report on Form 10-K for further discussion [removed: of the potential impact of the COVID-19 pandemic on] [added: regarding] our [removed: business.][added: segments.]
We believe ASV reflects our ability to grow recurring revenues and generate positive cash flow and [removed: is the] [added: serves as a] key indicator of the successful execution of our business strategy.
–"Organic ASV" at any point in time equals our ASV excluding ASV from acquisitions and dispositions completed within the last 12 months and the effects of foreign currency [removed: movements on the current year period.][added: movements.]
The following table presents the calculation of Organic ASV plus Professional Services as of August 31, [removed: 2022.][added: 2023.]
| [removed: *(in millions)*] | | | [removed: As of] August 31, [added: 2023 | | | | | | | | | August 31,] 2022 | | | [added: | | |]
| As reported ASV plus Professional Services(1) | | | $ | [removed: 2,002.1] [added: 2,174.6] | |
| Currency impact(2) | | | [removed: 5.1] [added: 0.5] | | |
Our platform and solutions are supported by our dedicated client service teams.
*Business - Business Strategy*, of this Annual Report on Form 10-K for further discussion on our business strategy.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
This increase in revenues was supported by higher sales in each of our workflow solutions, primarily in CTS (driven by inorganic revenues from CGS), followed by Analytics & Trading and Research & Advisory.
Operating income for fiscal 2023 was $629.2 million, an increase of 32.3% compared with the prior year.
Net income for fiscal 2023 was $468.2 million, an increase of 18.0% from the prior year.
This increase in net income and Diluted EPS was primarily due to higher operating income, partially offset by an increase in the provision for income taxes and an increase in interest expense as a result of higher outstanding debt compared to the prior year.
As of August 31, 2023, our employee count was 12,237, up 9.2% compared to the prior year, due to an increase in net new employees of 12.4% in Asia Pacific, 3.6% in the Americas and 1.9% in EMEA.
FactSet was honored by more than thirty industry awards and rankings reports, including winning “Trading Tech’s Best Cloud-Based Market Data Delivery Solution.”
On March 1, 2022, we completed our acquisition of CGS for a cash price of $1.932 billion, inclusive of working capital adjustments.
During fiscal 2023, CGS functioned as part of the CTS workflow solution.
Refer to Note 6, *Acquisitions* and Note 12, *Debt* in the Notes to the Consolidated Financial Statements included in Part II, Item 8.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
Prior year ASV now reflects additional CGS revenues not previously included.
| *(dollar amounts in millions)* | | | As of August 31, 2023 | | |
| | | | | | |
CTS sales increased mainly from CGS and, to a lesser extent, data management solutions, company data and real time data.
Americas Organic ASV was $1,376.9 million as of August 31, 2023, a 7.0% increase from the prior year.
EMEA Organic ASV was $558.8 million as of August 31, 2023, a 7.7% increase from the prior year.
Asia Pacific Organic ASV was $216.7 million as of August 31, 2023, an 8.1% increase from the prior year.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
| Clients(1) | | | 7,921 | | | 7,538 | | | 5.1 | | % |
| Users | | | 189,972 | | | 179,982 | | | 5.6 | | % |
This headcount increase was primarily due to our continued investment in our COEs by expanding our talent pool primarily in India and the Philippines.
Our COEs accounted for approximately 67% of our employees.
Our net headcount growth by segment as of August 31, 2023 compared with August 31, 2022 was 12.4% in Asia Pacific, 3.6% in the Americas and 1.9% in EMEA.
As of August 31, 2023, the number of employees located in Asia Pacific was 8,322, in the Americas was 2,487 and in EMEA was 1,428.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
| Revenues | | | | | | $ | 2,085,508 | | | | | $ | 1,843,892 | | | | | $ | 241,616 | | | | | 13.1 | | % |
| Cost of services | | | | | | 973,225 | | | | | | 871,106 | | | | | | 102,119 | | | | | | 11.7 | | % |
| Operating income | | | | | | $ | 629,207 | | | | | $ | 475,482 | | | | | $ | 153,725 | | | | | 32.3 | | % |
| Diluted EPS | | | | | | $ | 12.04 | | | | | $ | 10.25 | | | | | $ | 1.79 | | | | | 17.5 | | % |
| Americas | | | | | | $ | 1,335,484 | | | | | $ | 1,173,946 | | | | | $ | 161,538 | | | | | 13.8 | | % |
| EMEA | | | | | | $ | 539,843 | | | | | $ | 484,279 | | | | | $ | 55,564 | | | | | 11.5 | | % |
| Asia Pacific | | | | | | $ | 210,181 | | | | | $ | 185,667 | | | | | $ | 24,514 | | | | | 13.2 | | % |
| Consolidated Revenues | | | | | | $ | 2,085,508 | | | | | $ | 1,843,892 | | | | | $ | 241,616 | | | | | 13.1 | | % |
Americas revenues increased 13.8% to $1,335.5 million in fiscal 2023, compared with $1,173.9 million in fiscal 2022.
This increase was mainly due to higher sales in all our workflow solutions, primarily in CTS (driven by inorganic revenue from CGS).
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
EMEA revenues increased 11.5% to $539.8 million in fiscal 2023, compared with $484.3 million in fiscal 2022.
Our strategy is to build the leading open content and analytics platform to deliver a differentiated advantage for our clients’ success.
We provide them with an open digital platform, connected and reliable data, next-generation workflow solutions and highly committed service specialists.
Business Strategy
As the needs of our clients evolve, they seek personalized and connected data, tools for multi-asset class investing and reduced costs.
Clients are also seeking cloud-based solutions, open and flexible systems and increased efficiencies to support their digital transformations.
Our strategy is to build the leading open content and analytics platform to deliver differentiated advantages for our clients’ success.
To execute this strategy, we plan on:
- Growing our digital platform: We are scaling up our content refinery to offer a comprehensive and connected inventory of industry, proprietary and third-party data for the financial community.
This data includes granular data for key industry verticals, private companies, wealth management, real-time data, and environmental, social and governance data ("ESG").
We are driving personalized workflow solutions for financial professionals, including asset managers, bankers, wealth managers, asset owners, channel partners, hedge funds, corporate users and private equity and venture capital professionals.
We offer an open ecosystem with solutions and content that is accessible and flexible through a myriad of delivery methods.
Our goal is to deliver cloud-based data and analytics to our clients, enabling them to more efficiently manage their workflows.
- Delivering execution excellence: We are building an agile organization that accelerates product creation and content collection.
We offer new products designed for delivery via the cloud, making them highly efficient for our clients.
We will continue to employ technology to accelerate the pace of content collection and drive expertise in complex data sets such as private companies, ESG and deep sector.
Additionally, we are improving our price realization through consistent packaging and internal governance.
- Driving a growth mindset: To drive sustainable growth, we are recruiting, training and empowering a diverse and operationally efficient workforce.
As a performance-based culture, we are investing in talent that can create leading technological solutions and efficiently execute our strategy.
We use partnerships and acquisitions to accelerate our growth in strategic areas.
Our strategy centers on relentless focus on our clients and their FactSet experience.
We aim to be a trusted partner and service provider, offering personalized digital products powered by cognitive computing to research ideas and uncover relevant insights.
Additionally, we continually evaluate business opportunities such as partnerships and acquisitions to increase our capabilities and competitive differentiation.
We believe this geographical strategic alignment helps us better manage our resources, target our solutions and interact with our clients.
We further execute on our growth strategy by offering data, products and analytical applications within our three workflow solutions: Research & Advisory; Analytics & Trading; and CTS.
*Management's Discussion and Analysis of*
As of August 31, 2022, our employee count was 11,203, up 2.9% in the past 12 months, due primarily to an increase in net new employees of 4.5% in Asia Pacific and 2.1% in EMEA, partially offset by a decrease of 1.6% in the Americas.
We were recognized by over thirty industry awards and rankings reports, including winning four categories in WatersTechnology’s 2022 Inside Market Data & Inside Reference Data awards, Snowflake Marketplace Partner of the Year and Waters Rankings 2022 Best Data Analytic Provider.
On December 24, 2021, we entered into a definitive agreement to acquire CGS, previously operated by S&P Global Inc. on behalf of the American Bankers Association ("ABA"), for $1.932 billion in cash, inclusive of working capital adjustments.
The acquisition was completed on March 1, 2022.
CGS manages a database of 60 different data elements uniquely identifying more than 50 million global financial instruments.
COVID-19 Update
A novel strain of coronavirus, now known as COVID-19 ("COVID-19"), was first reported in December 2019, with the World Health Organization characterizing COVID-19 as a pandemic on March 11, 2020.
In response to the COVID-19 pandemic, we implemented a business continuity plan with a dedicated incident management team to respond quickly and provide ongoing guidance so that we could continue offering our clients uninterrupted products, services and support while also protecting our employees.
We believe these actions have been successful and that the pandemic, and our responses, have not significantly affected our financial results during fiscal 2022.
At the outset of the pandemic, we required the vast majority of our employees at our offices across the globe (including our corporate headquarters) to work remotely and implemented global travel restrictions for our employees.
Since that time, we have re-opened our offices globally with a focus on safety, while acting consistently with applicable local regulations.
As of August 31, 2022, there have been minimal interruptions in our ability to provide our products, services and support to our clients.
Working remotely has had relatively little impact on the productivity of our employees, including our ability to gather content.
Based on our success working in a remote environment during the COVID-19 pandemic, we have implemented a new work standard under which employees in many of our locations, where permitted by local laws and regulations, and where the role permits, have the opportunity to choose between different work arrangements.
These include working in a hybrid arrangement, where an employee can split time between working from the office and working from a pre-approved remote location, or a fully remote arrangement, where an employee can work entirely from a pre-approved remote location.
An excerpt. Shown here: 40 of 285 rewritten, 40 of 185 added and 40 of 200 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 FY2023 filing and the FY2022 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
17 rewritten, 26 added, 11 removed, 12 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
Current market events have not required us to [removed: modify] materially [removed: or change] [added: modify] our financial risk management strategies with respect to our exposures to foreign currency exchange risk or interest rate risk.
[removed: To mitigate the volatility and uncertainty] [added: As] of [removed: our exchange rate risk,] [added: August 31, 2023,] we [removed: entered into] [added: maintained a series of] foreign currency forward contracts [removed: with major institutions related] to [added: hedge a portion of] our primary [removed: currencies] [added: currency exposures] of the [added: Indian Rupee, Euro,] British Pound [removed: Sterling, Euro, Indian Rupee] [added: Sterling] and Philippine Peso.
The changes in fair value for these foreign currency forward contracts are initially reported as a component of Accumulated other comprehensive loss ("AOCL") [added: on the Consolidated Balance Sheets] and subsequently reclassified into [removed: operating expenses] [added: SG&A in the Consolidated Statements of Income] when the hedged exposure affects earnings.
Refer to Note 5, *Derivative Instruments* in the Notes to the Consolidated Financial Statements included in [added: Part II,] Item 8.
Foreign Currency Translation [added: Risk]
Fluctuations in foreign currency exchange rates can create volatility in [removed: the] [added: our] results of operations and our financial condition.
As of August 31, [removed: 2022] [added: 2023,] we had Cash and cash equivalents of [removed: $503.3] [added: $425.4] million and Investments of [removed: $33.2] [added: $32.2] million.
Our Cash and cash equivalents consist of cash and highly liquid investments including demand deposits and money market [removed: funds and our Investments consist of mutual] funds.
We are exposed to interest rate risk [removed: through] [added: due to] fluctuations [removed: of] [added: in] interest [removed: rates on] [added: rates, which may affect] our [added: interest income and the fair market value of our] investments.
Refer to Note 2, [removed: *Significant] [added: *Summary of Significant] Accounting Policies* in the Notes to the Consolidated Financial Statements included in [added: Part II,] Item 8.
As of August 31, [removed: 2022 we had an] [added: 2023, our] outstanding [removed: principal balance of $750.0] [added: variable interest rate debt included $375.0] million under the 2022 Term Facility and $250.0 million under the 2022 Revolving Facility.
[removed: The] [added: During fiscal 2023, the] outstanding borrowings under the 2022 Credit Facilities bore interest at [removed: rates] [added: a rate] equal to the applicable one-month Term SOFR rate plus a [removed: 1.1%] spread [added: using a debt leverage pricing grid, currently at 1.1%] (comprised of a 1.0% interest rate margin based on a debt leverage pricing grid plus 0.1% credit spread adjustment).
The spread remained consistent [added: from the date of borrowing] through August 31, [removed: 2022.][added: 2023.]
To mitigate [removed: this risk, on March 1, 2022,] [added: our exposure to interest rate volatility due to changes in SOFR,] we entered into the 2022 Swap Agreement [removed: with a notional amount of $800.0 million,] [added: on March 1, 2022,] to hedge a portion of our [added: outstanding floating] SOFR rate debt with a fixed interest rate of 1.162%.
The notional amount of the 2022 Swap Agreement declines by [added: $100.0 million on a quarterly basis beginning May 31, 2022.]
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 SOFR would result in a [removed: $1.0] [added: $1.1] million change to our annual interest expense.
[removed: Refer to Note 12, *Debt*] [added: of this Annual Report on Form 10-K] for more information on our outstanding borrowings as of August 31, [removed: 2022.][added: 2023.]
To mitigate our currency exposure, we entered into these contracts to hedge between 25% to 75% of our projected primary currency operating expenses over their respective hedge periods, which range from the first quarter of fiscal 2024 through the fourth quarter of fiscal 2024.
The following table reflects the foreign currency forward contracts gain (loss) reclassified from AOCL into income and the impact of foreign currency exchange rate fluctuations, net of hedge activity, to operating income:
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Years ended August 31, | | | | | |
| *(in thousands)* | | | 2023 | | | 2022 | | |
| Foreign currency forward contracts gain (loss) reclassified from AOCL into SG&A | | | $ | (3,176) | | $ | (7,867) | |
| Foreign currency exchange rate fluctuations increase (decrease) to operating income(1) | | | $ | 25,719 | | $ | (3,059) | |
(1)Impact to operating income is net of hedge activity.
We performed a sensitivity analysis to determine the effects on both the fair value of our outstanding foreign currency forward contracts and our operating income, excluding these forward contracts, of a hypothetical devaluation of the U.S. dollar by 10% as of August 31, 2023, relative to the other foreign currencies in which we transact.
Based on the financial results for fiscal 2023, the fair value of our outstanding forward contracts would have increased by $17.0 million and our operating income, excluding these forward contracts, would have decreased by $42.9 million.
This sensitivity analysis has inherent limitations as it disregards the possibility that rates of multiple foreign currencies will not always move in the same direction relative to the value of the U.S. dollar over time and does not account for our forward contracts that we utilize to mitigate fluctuations in exchange rates.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
The following table reflects the foreign currency translation adjustment gains and losses recorded in Other comprehensive income (loss):
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Years ended August 31, | | | | | |
| *(in thousands)* | | | 2023 | | | 2022 | | |
| Foreign currency translation adjustment gains (losses) | | | $ | 21,511 | | $ | (74,666) | |
Our Investments consist of mutual funds.
Effective December 30, 2022, we apportioned the then-outstanding notional amount of the 2022 Swap Agreement between two counterparties.
As of August 31, 2023, the notional amount of the 2022 Swap Agreement was $200.0 million, maturing on February 28, 2024.
As our Senior Notes have a fixed interest rate, they are not subject to interest rate changes.
As a result of the 2022 Swap Agreement, our exposure to fluctuations in SOFR is limited to our borrowings from the 2022 Credit Facilities in excess of amounts that are hedged, which was $425.0 million of our outstanding principal balance as of August 31, 2023.
Refer to Note 12, *Debt* in the Notes to the Consolidated Financial Statements included in Part II, Item 8.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
These forward contracts are designed to hedge anticipated foreign currency transaction exposure ranging from 25% to 75% over the hedge term.
During fiscal 2022, we recognized a loss on foreign currency forward contracts of $7.9 million, compared with a gain of $5.0 million in fiscal 2021.
During fiscal 2022, foreign currency exchange rate fluctuations, net of hedge activity, decreased operating income by $3.1 million, compared with a decrease of $5.4 million in fiscal 2021.
As of August 31, 2022, a hypothetical 10% weaker U.S. dollar would have increased the fair value of our outstanding foreign currency forward contracts by $14.5 million.
If we had no hedges in place as of August 31, 2022, with operating results and exchange rates held constant in local currency, the same hypothetical 10% weaker U.S. dollar against all foreign currencies would have resulted in a decrease in operating income by $39.0 million.
We recorded a translation loss of $74.7 million and a gain of $0.8 million in AOCL for the years ended August 31, 2022 and 2021, respectively.
On March 1, 2022, we borrowed $1.0 billion under the 2022 Term Facility and $250.0 million of the available $500.0 million under the 2022 Revolving Facility.
The variable rate of interest on our debt creates exposure to interest rate volatility due to changes in SOFR.
$100.0 million on a quarterly basis as of May 31, 2022 and is maturing on February 28, 2024.
As of August 31, 2022, the notional amount was $600.0 million.
Thus, our exposure is limited to fluctuations in SOFR related to our outstanding SOFR borrowings in excess of amounts not hedged, or $400.0 million of our outstanding principal balance.
Item 1. BUSINESS
114 rewritten, 102 added, 113 removed, 131 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
FactSet Research Systems Inc. and its wholly-owned subsidiaries (collectively, "we," "our," "us," the "Company" or "FactSet") is a global financial [removed: data] [added: digital platform] and [removed: analytics company] [added: enterprise solutions provider] with [removed: an] open and flexible [removed: digital platform] [added: products] that [removed: drives] [added: drive] the investment community to see more, think [removed: bigger,] [added: bigger] and do its best work.
Our strategy is to build the leading open content and analytics platform [removed: to] [added: and powerful enterprise solutions that] deliver a differentiated advantage for our clients’ success.
[removed: For more than 40 years, the FactSet] [added: Our] platform [removed: has delivered] [added: delivers] expansive data, sophisticated analytics, and flexible technology used by global financial professionals to power their critical investment workflows.
As of August 31, [removed: 2022,] [added: 2023,] we had [removed: more than 7,500] [added: nearly 8,000] clients comprised of [removed: approximately 180,000] [added: almost 190,000] investment professionals, including asset managers, bankers, wealth managers, asset owners, [removed: channel] partners, hedge funds, corporate [removed: users,] [added: users and] private equity [removed: and] [added: &] venture capital professionals.
Our on- and off-platform solutions span the investment [removed: lifecycle to include] [added: life cycle of] investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting.
Our revenues are primarily derived from subscriptions to our multi-asset class data and solutions powered by our connected [removed: content ("content refinery").][added: content, referred to as our "content refinery." Our products and services include workstations, portfolio analytics and enterprise solutions.]
We [removed: combine dedicated client service with] [added: provide] open and flexible technology offerings, including a configurable desktop and mobile platform, comprehensive data feeds, cloud-based digital solutions and application programming interfaces ("APIs").
Our CUSIP Global Services ("CGS") business supports security master files relied on by the investment industry for critical front, middle and [removed: back office] [added: back-office] functions.
We operate our business through three reportable [removed: segments:] [added: segments ("segments"):] the Americas, EMEA and Asia Pacific.
For each of our [removed: reportable] segments, we execute our strategy through three workflow solutions: Research & Advisory; Analytics & Trading; and Content & Technology Solutions ("CTS").
- [removed: Growing] [added: Expanding] our [removed: digital platform:] [added: Digital Platform:] We are scaling up our content refinery to [removed: offer] [added: provide] a comprehensive [removed: and connected] inventory of industry, [removed: proprietary,] [added: proprietary] and third-party [removed: data for the financial community.][added: data.]
This [removed: data] includes granular data for key industry verticals, [removed: private companies, wealth management,] real-time data, [removed: and environmental, social and governance] [added: fund] data [removed: ("ESG").][added: and sustainable finance.]
[removed: We offer] [added: Through] an open ecosystem [removed: with] [added: of cloud-based data and analytics, we aim to offer flexible] solutions and content [removed: that is] accessible [removed: and flexible] through [removed: a myriad of] [added: various] delivery methods.
- [removed: Driving] [added: Fostering] a [removed: growth mindset: To drive sustainable growth, we are] [added: Growth Mindset: We prioritize] recruiting, training and empowering a diverse and [removed: operationally] efficient workforce.
[removed: As a performance-based culture, we] [added: We] are [added: driving sustainable growth by] investing in talent that can create leading technological solutions and efficiently execute our strategy.
[removed: We use] [added: Additionally, strategic] partnerships and acquisitions [added: help] to accelerate our [removed: growth] [added: expansion] in [removed: strategic] [added: key] areas.
[removed: We aim] [added: By offering personalized digital products, we strive] to be a trusted partner and service provider, [removed: offering personalized digital products powered by cognitive computing to] [added: delivering relevant insights and] research ideas [removed: and uncover relevant insights.][added: tailored to our clients' specific business models.]
We are focused on growing our global business through three [added: strategically aligned geographic] segments: the Americas, EMEA and Asia Pacific.
[removed: We believe this geographical strategic alignment helps] [added: This approach allows] us [added: to] better manage [removed: our] resources, target [removed: our] solutions and interact with [removed: our clients.][added: clients effectively.]
We [removed: further execute] [added: executed] on our growth strategy [added: during fiscal 2023] by offering data, [removed: products,] [added: products] and analytical applications [removed: within our] [added: for] three workflow solutions: Research & Advisory; Analytics & Trading; and CTS.
Our workstation, advisor dashboard, research management solutions [removed: (“RMS”),] [added: ("RMS"),] and FactSet for client relationship management [removed: (CRM)] [added: ("CRM")] enable our clients to personalize and automate their workflows.
Our solutions easily integrate with our clients’ technology, offering additional flexibility through mobile, API, [added: data feeds] and web-based components.
Analytics & Trading [removed: provides] [added: offers comprehensive] solutions [removed: for] [added: to] institutional asset managers and asset owners across the investment portfolio [removed: lifecycle, connecting essential front and middle office investment functions.][added: life cycle.]
Our [added: front office] tools connect [removed: together] fundamental and quantitative research, portfolio construction, order management and trade execution.
These outputs [removed: can then tie into] [added: seamlessly integrate with] advanced [added: middle office workflows, including] portfolio [removed: attribution and] [added: attribution,] performance measurement, risk management, and [removed: reporting functions.][added: reporting.]
[removed: An] [added: Our flexible and] open framework supports [removed: our] [added: both] proprietary and third-party models, connected data, analytics and reporting.
[removed: Our platform and APIs can be] [added: Whether] deployed as [removed: an enterprise system that meets] [added: a] multi-asset class [removed: needs] [added: enterprise system] or [removed: as] individual workflow [removed: components.][added: components, our platform and APIs meet the diverse needs of multi-asset class investing.]
Additionally, [removed: Analytics & Trading's] [added: our] tools can integrate client holdings data with global market data [removed: for fundamental and quantitative research,] [added: to power our investment] portfolio [removed: construction, and trade simulation.][added: life cycle workflows.]
Through our data management [removed: services (DMS),] [added: solutions ("DMS"),] we provide entity mapping and integration of client data.
[removed: We] [added: Through CGS, we] are [added: also] the exclusive [removed: provider] [added: issuer] of the Committee on Uniform Security Identification Procedures ("CUSIP") and CUSIP International Number System ("CINS") identifiers globally, acting as the official numbering agency for International Securities Identification Number ("ISIN") identifiers in the United States and as a substitute number agency for more than [removed: 35] [added: 30] other countries.
[removed: By enabling] [added: Given this integration capability,] our clients [removed: to utilize] [added: can then choose] their preferred [removed: choice of] cloud [removed: infrastructure and] [added: infrastructure,] industry standard databases, programming languages and data [added: visualization tools.]
[removed: visualization tools, we] [added: We] empower our clients to centralize, integrate, and analyze disparate data sources for faster and more cost-effective decision making.
Buy-side clients continue to shift [removed: increasingly] toward multi-asset class investment [removed: strategies and] [added: strategies, where] we are well-positioned to be a partner of [removed: choice in this space.][added: choice.]
[removed: Our] [added: We are able to compete for greater market share given our] ability to provide enterprise-wide solutions to our clients [removed: across their entire workflow,] [added: by] leveraging their portfolio data [removed: across] [added: for] multiple asset [removed: classes, enables us to compete for greater market share.][added: classes.]
Buy-side clients primarily include asset managers, wealth managers, asset owners, [removed: channel] partners, hedge funds and corporate firms.
[removed: They] [added: These clients] access our multi-asset class tools [removed: by utilizing] [added: through] our workstations, [removed: Analytics] [added: analytics] & [removed: Trading] [added: trading] tools, proprietary and third-party content, data feeds, APIs and portfolio services.
The buy-side organic annual subscription value ("Organic ASV") [added: annual] growth rate [removed: for fiscal 2022] [added: as of August 31, 2023] was [removed: 8.5%.][added: 6.9%.]
Buy-side clients accounted for [removed: 83%] [added: 82%] of our [added: organic] ASV as of August 31, [removed: 2022.][added: 2023.]
Refer to [added: Part II,] Item 7.
*Management's Discussion and Analysis of Financial Condition and Results of Operations, Annual Subscription Value [removed: ("ASV")*] [added: ("ASV"),*] of this Annual Report on Form 10-K for the [removed: definitions] [added: definition] of Organic ASV.
Our platform and solutions are supported by our dedicated client service team.
CGS operates as part of CTS.
FactSet has been a member of the S&P 500 since December 2021.
To execute our strategy, we have outlined the following key initiatives:
In addition, we are working to expand our use of artificial intelligence to drive efficiencies for our clients, with anticipated initiatives including automation of tasks and integration of natural language queries.
We believe that our breadth of high-quality, connected content will be a critical raw material for large language models.
- Ensuring Execution Excellence: Innovation and collaboration are at the core of our approach.
We employ technology to accelerate content collection, data connectivity and the development of summaries and themes.
Our sales force is committed to enhancing price realization, productivity, efficiency and improved client outcomes.
We are also optimizing operations and managing expenses to improve returns on our investments.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
Revised Organizational Approach
We have a long-term view of our business and are committed to investing for growth and efficiency.
Starting September 1, 2023, the beginning of our fiscal 2024 year, we revised our internal organization by firm type to better align with our clients, as follows:
- Analytics & Trading will become "Institutional Buyside," focusing on asset managers, asset owners, and hedge fund companies.
- Research & Advisory will become two groups:
◦"Dealmakers," focusing on banking and sell-side research, corporate, and private equity and venture capital workflows; and
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
◦"Wealth," focusing on wealth management workflows.
- We will discuss the results of our Partnerships and CGS groups in combination.
Partnerships delivers solutions primarily to content providers, financial exchanges, and rating agencies, while CGS is the exclusive issuer of CUSIP and CINS identifiers globally.
- The activities of CTS will be reassigned to Institutional Buyside, Dealmakers, Wealth, and Partnerships and CGS.
This realignment of firm types is not expected to impact our segment reporting for fiscal 2024.
Institutional Buyside
Institutional Buyside offers multi-asset class solutions to global asset managers, asset owners and hedge fund professionals across the investment portfolio life cycle.
It includes workflows for research analysts, portfolio managers, and traders in the front office, as well as performance analysts, risk managers, and client service and marketing professionals in the middle office.
Our front office on-platform solutions are designed for portfolio construction, research management, order management, and trade execution capabilities.
Our middle office on-platform solutions are designed for performance measurement, attribution, risk management, and reporting capabilities.
In addition to our platform offerings, we offer comprehensive off-platform content and technology solutions including data feeds, APIs, and programmatic access for clients to engage with us in the environment best suited to them.
Dealmakers
Dealmakers delivers content and workflow solutions in a flexible platform for investment bankers, sell-side research analysts, corporate users, private equity and venture capital professionals and investment relationship managers.
We provide comprehensive solutions to our clients including workstations, data feeds, APIs, proprietary and third-party content, and productivity tools for Microsoft® Office.
We also deliver firm-type tailored solutions for CRM and RMS for research authoring and publishing.
These open and flexible products enable our clients to personalize and automate their workflows and to easily integrate them with their own technology.
These tools are used to monitor investments, generate ideas, analyze companies and markets, perform fundamental research, and build and distribute presentations.
Our Dealmakers solutions also offer global coverage of public and private markets, deep history, and transparency through proprietary and third-party sourced databases.
Wealth
Wealth delivers comprehensive solutions to wealth management clients including our web-based workstation, advisor dashboards, data feeds, APIs, proprietary and third-party content, and productivity tools for Microsoft® Office.
It also provides RMS for research authoring and publishing.
Our Wealth solution enables our clients to easily integrate our products into their CRM software and internally developed applications.
Our products and services include workstations, portfolio analytics and enterprise solutions.
We provide them with an open digital platform, connected and reliable data, next-generation workflow solutions and highly committed service specialists.
Fiscal 2022 marked our 44th year of operations, and we continue to focus on providing integrated and connected content, best-in-class products and exceptional client service.
As the needs of our clients evolve, they seek personalized and connected data, tools for multi-asset class investing, and reduced costs.
Clients are also seeking cloud-based solutions, open and flexible systems, and increased efficiencies to support their digital transformations.
Our strategy is to build the leading open content and analytics platform to deliver differentiated advantages for our clients’ success.
To execute this strategy, we plan on:
We are driving personalized workflow solutions for financial professionals, including asset managers, bankers, wealth managers, asset owners, channel partners, hedge funds, corporate users and private equity and venture capital professionals.
Our goal is to deliver cloud-based data and analytics to our clients, enabling them to more efficiently manage their workflows.
- Delivering execution excellence: We are building an agile organization that accelerates product creation and content collection.
We offer new products designed for delivery via the cloud, making them highly efficient for our clients.
We will continue to employ technology to accelerate the pace of content collection and drive expertise in complex data sets such as private companies, ESG and deep sector.
Additionally, we are improving our price realization through consistent packaging and internal governance.
Our strategy centers on relentless focus on our clients and their FactSet experience.
Additionally, we continually evaluate business opportunities such as partnerships and acquisitions to increase our capabilities and competitive differentiation.
Our order management and trade execution solutions also efficiently connect to portfolio attribution and performance measurement requirements, risk management functions and reporting requirements.
The Americas segment serves our clients throughout North, Central, and South America, with offices in 13 states throughout the United States ("U.S."), including our corporate headquarters in Norwalk, Connecticut, as well as an office in both Brazil and Canada.
of this Annual Report on Form 10-K for the results of operations and financial information for each of our segments.
The following graphics illustrate revenues related to our segments.
(*in millions)*

As of August 31, 2022, we had 39 offices across 20 countries with 11,203 employees, representing an increase of 2.9% in the last twelve months.
To optimize productivity, we have invested in expanding our footprint and talent pool in India and the Philippines, where we now have a combined workforce of approximately 7,100 employees.
*Our Purpose and Values*
Our purpose is to drive the investment community to see more, think bigger, and do their best work.
Intense client focus and support are critical components of our strategy and operational approach.
Progress on initiatives is tracked to ensure that the actions taken address the underlying issues and promote an environment of continuous improvement.
In our fiscal 2022 employee engagement survey, we achieved an 89% response rate, indicating that we heard from the vast majority of our employees.
This strong response rate reflected stable engagement amidst ongoing challenges caused by the COVID-19 pandemic.
We received more than 8,700 comments in response to the survey.
Our highest scores were in the areas of fair treatment, authenticity, and inclusion, indicating that employees feel they are treated fairly, are comfortable being their authentic selves at work, and believe that diverse perspectives are valued at our Company.
Our scores increased from the previous year's survey in the areas of authenticity, work-life balance, and employees feeling satisfied with the recognition they receive for their work.
As part of our core values, we are committed to advancing Diversity, Equity, and Inclusion ("DE&I") at every level.
To this end, we have developed a global DE&I strategy focusing on three impact areas: workforce, marketplace, and society.
We are proud of the positive progress we have made in each of these areas as we deepen our DE&I commitment around the world.
DE&I at our Company has been governed by our DE&I Council, which we refreshed in 2022.
The Council is chaired by our CEO, Phil Snow, and consists of 13 senior leaders who are empowered to drive our DE&I progress.
As part of this visible leadership commitment, we signed the CEO Action for Diversity and Inclusion Pledge, joining more than 2,000 companies actively supporting more inclusive workplaces and communities.
We have also partnered with MLT Black Equity at Work to hold ourselves accountable for our DE&I progress.
*Workforce*
An excerpt. Shown here: 40 of 114 rewritten, 40 of 102 added and 40 of 113 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2023 filing and the FY2022 filing.
Item 3. LEGAL PROCEEDINGS
0 rewritten, 3 added, 0 removed, 3 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
Refer to Note 13, *Commitments and Contingencies* in the Notes to the Consolidated Financial Statements included in Part II, Item 8.
of this Annual Report on Form 10-K, for more information on contingent matters.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
Cover and table of contents
30 rewritten, 13 added, 5 removed, 67 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
[removed: Form 10-K][added: FORM 10-K]
For the fiscal year ended August 31, [removed: 2022][added: 2023]
[removed: ][added: ]
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: 2022,] [added: 2023,] 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: $15,374,820,800.][added: $15,868,442,481.]
As of October [removed: 10, 2022,] [added: 20, 2023,] there were [removed: 38,079,436] [added: 37,988,456] shares of the registrant's common stock outstanding.
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 [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after August 31, [removed: 2022.][added: 2023.]
[removed: FACTSET] [added: FACTSET] RESEARCH SYSTEMS [removed: INC.][added: INC.]
[removed: For] [added: For] The Fiscal Year Ended August 31, [removed: 2022][added: 2023]
| | | | | | | | | | [removed: Page] [added: Page] | | |
| | | | [ITEM [removed: 1.](#i677b09687fd443618b9c84261c8e0734_13)] [added: 1.](#i9b713e505d914aeaad78bf0b0223ad08_13)] | | | [removed: [Business](#i677b09687fd443618b9c84261c8e0734_13)] [added: [Business](#i9b713e505d914aeaad78bf0b0223ad08_13)] | | | [removed: [5](#i677b09687fd443618b9c84261c8e0734_13)] [added: [5](#i9b713e505d914aeaad78bf0b0223ad08_13)] | | |
| | | | [ITEM [removed: 1A.](#i677b09687fd443618b9c84261c8e0734_16)] [added: 1A.](#i9b713e505d914aeaad78bf0b0223ad08_16)] | | | [Risk [removed: Factors](#i677b09687fd443618b9c84261c8e0734_16)] [added: Factors](#i9b713e505d914aeaad78bf0b0223ad08_16)] | | | [removed: [5](#i677b09687fd443618b9c84261c8e0734_16)] [added: [16](#i9b713e505d914aeaad78bf0b0223ad08_16)] | | |
| | | | [ITEM [removed: 1B.](#i677b09687fd443618b9c84261c8e0734_19)] [added: 1B.](#i9b713e505d914aeaad78bf0b0223ad08_19)] | | | [Unresolved Staff [removed: Comments](#i677b09687fd443618b9c84261c8e0734_19)] [added: Comments](#i9b713e505d914aeaad78bf0b0223ad08_19)] | | | [removed: [15](#i677b09687fd443618b9c84261c8e0734_19)] [added: [25](#i9b713e505d914aeaad78bf0b0223ad08_19)] | | |
| | | | [ITEM [removed: 2.](#i677b09687fd443618b9c84261c8e0734_22)] [added: 2.](#i9b713e505d914aeaad78bf0b0223ad08_22)] | | | [removed: [Properties](#i677b09687fd443618b9c84261c8e0734_22)] [added: [Properties](#i9b713e505d914aeaad78bf0b0223ad08_22)] | | | [removed: [15](#i677b09687fd443618b9c84261c8e0734_22)] [added: [25](#i9b713e505d914aeaad78bf0b0223ad08_22)] | | |
| | | | [ITEM [removed: 3.](#i677b09687fd443618b9c84261c8e0734_25)] [added: 3.](#i9b713e505d914aeaad78bf0b0223ad08_25)] | | | [Legal [removed: Proceedings](#i677b09687fd443618b9c84261c8e0734_25)] [added: Proceedings](#i9b713e505d914aeaad78bf0b0223ad08_25)] | | | [removed: [16](#i677b09687fd443618b9c84261c8e0734_25)] [added: [26](#i9b713e505d914aeaad78bf0b0223ad08_25)] | | |
| | | | [ITEM [removed: 4.](#i677b09687fd443618b9c84261c8e0734_28)] [added: 4.](#i9b713e505d914aeaad78bf0b0223ad08_28)] | | | [Mine Safety [removed: Disclosures](#i677b09687fd443618b9c84261c8e0734_28)] [added: Disclosures](#i9b713e505d914aeaad78bf0b0223ad08_28)] | | | [removed: [17](#i677b09687fd443618b9c84261c8e0734_28)] [added: [27](#i9b713e505d914aeaad78bf0b0223ad08_28)] | | |
| | | | [ITEM [removed: 5.](#i677b09687fd443618b9c84261c8e0734_34)] [added: 5.](#i9b713e505d914aeaad78bf0b0223ad08_34)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i677b09687fd443618b9c84261c8e0734_34)] [added: Securities](#i9b713e505d914aeaad78bf0b0223ad08_34)] | | | [removed: [18](#i677b09687fd443618b9c84261c8e0734_34)] [added: [28](#i9b713e505d914aeaad78bf0b0223ad08_34)] | | |
| | | | [ITEM [removed: 6.](#i677b09687fd443618b9c84261c8e0734_37)] [added: 6.](#i9b713e505d914aeaad78bf0b0223ad08_37)] | | | [removed: [Reserved](#i677b09687fd443618b9c84261c8e0734_37)] [added: [Reserved](#i9b713e505d914aeaad78bf0b0223ad08_37)] | | | [removed: [20](#i677b09687fd443618b9c84261c8e0734_37)] [added: [29](#i9b713e505d914aeaad78bf0b0223ad08_37)] | | |
| | | | [ITEM [removed: 7.](#i677b09687fd443618b9c84261c8e0734_40)] [added: 7.](#i9b713e505d914aeaad78bf0b0223ad08_40)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i677b09687fd443618b9c84261c8e0734_40)] [added: Operations](#i9b713e505d914aeaad78bf0b0223ad08_40)] | | | [removed: [21](#i677b09687fd443618b9c84261c8e0734_40)] [added: [30](#i9b713e505d914aeaad78bf0b0223ad08_40)] | | |
| | | | [ITEM [removed: 7A.](#i677b09687fd443618b9c84261c8e0734_73)] [added: 7A.](#i9b713e505d914aeaad78bf0b0223ad08_70)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i677b09687fd443618b9c84261c8e0734_73)] [added: Risk](#i9b713e505d914aeaad78bf0b0223ad08_70)] | | | [removed: [41](#i677b09687fd443618b9c84261c8e0734_73)] [added: [49](#i9b713e505d914aeaad78bf0b0223ad08_70)] | | |
| | | | [ITEM [removed: 8.](#i677b09687fd443618b9c84261c8e0734_76)] [added: 8.](#i9b713e505d914aeaad78bf0b0223ad08_73)] | | | [Financial Statements and Supplementary [removed: Data](#i677b09687fd443618b9c84261c8e0734_76)] [added: Data](#i9b713e505d914aeaad78bf0b0223ad08_73)] | | | [removed: [43](#i677b09687fd443618b9c84261c8e0734_76)] [added: [51](#i9b713e505d914aeaad78bf0b0223ad08_73)] | | |
| | | | [ITEM [removed: 9.](#i677b09687fd443618b9c84261c8e0734_172)] [added: 9.](#i9b713e505d914aeaad78bf0b0223ad08_166)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i677b09687fd443618b9c84261c8e0734_172)] [added: Disclosure](#i9b713e505d914aeaad78bf0b0223ad08_166)] | | | [removed: [89](#i677b09687fd443618b9c84261c8e0734_172)] [added: [95](#i9b713e505d914aeaad78bf0b0223ad08_166)] | | |
| | | | [ITEM [removed: 9A.](#i677b09687fd443618b9c84261c8e0734_175)] [added: 9A.](#i9b713e505d914aeaad78bf0b0223ad08_169)] | | | [Controls and [removed: Procedures](#i677b09687fd443618b9c84261c8e0734_175)] [added: Procedures](#i9b713e505d914aeaad78bf0b0223ad08_169)] | | | [removed: [89](#i677b09687fd443618b9c84261c8e0734_175)] [added: [96](#i9b713e505d914aeaad78bf0b0223ad08_169)] | | |
| | | | [ITEM [removed: 9B.](#i677b09687fd443618b9c84261c8e0734_178)] [added: 9B.](#i9b713e505d914aeaad78bf0b0223ad08_172)] | | | [Other [removed: Information](#i677b09687fd443618b9c84261c8e0734_178)] [added: Information](#i9b713e505d914aeaad78bf0b0223ad08_172)] | | | [removed: [89](#i677b09687fd443618b9c84261c8e0734_178)] [added: [96](#i9b713e505d914aeaad78bf0b0223ad08_172)] | | |
| | | | [ITEM [removed: 10.](#i677b09687fd443618b9c84261c8e0734_184)] [added: 10.](#i9b713e505d914aeaad78bf0b0223ad08_178)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i677b09687fd443618b9c84261c8e0734_184)] [added: Governance](#i9b713e505d914aeaad78bf0b0223ad08_178)] | | | [removed: [90](#i677b09687fd443618b9c84261c8e0734_184)] [added: [97](#i9b713e505d914aeaad78bf0b0223ad08_178)] | | |
| | | | [ITEM [removed: 11.](#i677b09687fd443618b9c84261c8e0734_187)] [added: 11.](#i9b713e505d914aeaad78bf0b0223ad08_181)] | | | [Executive [removed: Compensation](#i677b09687fd443618b9c84261c8e0734_187)] [added: Compensation](#i9b713e505d914aeaad78bf0b0223ad08_181)] | | | [removed: [90](#i677b09687fd443618b9c84261c8e0734_187)] [added: [97](#i9b713e505d914aeaad78bf0b0223ad08_181)] | | |
| | | | [ITEM [removed: 12.](#i677b09687fd443618b9c84261c8e0734_190)] [added: 12.](#i9b713e505d914aeaad78bf0b0223ad08_184)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i677b09687fd443618b9c84261c8e0734_190)] [added: Matters](#i9b713e505d914aeaad78bf0b0223ad08_184)] | | | [removed: [90](#i677b09687fd443618b9c84261c8e0734_190)] [added: [97](#i9b713e505d914aeaad78bf0b0223ad08_184)] | | |
| | | | [ITEM [removed: 13.](#i677b09687fd443618b9c84261c8e0734_193)] [added: 13.](#i9b713e505d914aeaad78bf0b0223ad08_187)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i677b09687fd443618b9c84261c8e0734_193)] [added: Independence](#i9b713e505d914aeaad78bf0b0223ad08_187)] | | | [removed: [90](#i677b09687fd443618b9c84261c8e0734_193)] [added: [97](#i9b713e505d914aeaad78bf0b0223ad08_187)] | | |
| | | | [ITEM [removed: 14.](#i677b09687fd443618b9c84261c8e0734_196)] [added: 14.](#i9b713e505d914aeaad78bf0b0223ad08_190)] | | | [Principal Accounting Fees and [removed: Services](#i677b09687fd443618b9c84261c8e0734_196)] [added: Services](#i9b713e505d914aeaad78bf0b0223ad08_190)] | | | [removed: [91](#i677b09687fd443618b9c84261c8e0734_196)] [added: [98](#i9b713e505d914aeaad78bf0b0223ad08_190)] | | |
| | | | [ITEM [removed: 15.](#i677b09687fd443618b9c84261c8e0734_202)] [added: 15.](#i9b713e505d914aeaad78bf0b0223ad08_196)] | | | [Exhibits, Financial Statement [removed: Schedules](#i677b09687fd443618b9c84261c8e0734_202)] [added: Schedules](#i9b713e505d914aeaad78bf0b0223ad08_196)] | | | [removed: [92](#i677b09687fd443618b9c84261c8e0734_202)] [added: [99](#i9b713e505d914aeaad78bf0b0223ad08_196)] | | |
| | | | [ITEM [removed: 16.](#i677b09687fd443618b9c84261c8e0734_214)] [added: 16.](#i9b713e505d914aeaad78bf0b0223ad08_208)] | | | [Form 10-K [removed: Summary](#i677b09687fd443618b9c84261c8e0734_214)] [added: Summary](#i9b713e505d914aeaad78bf0b0223ad08_208)] | | | [removed: [94](#i677b09687fd443618b9c84261c8e0734_214)] [added: [101](#i9b713e505d914aeaad78bf0b0223ad08_208)] | | |
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicated by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
| [PART I](#i9b713e505d914aeaad78bf0b0223ad08_10) | | | | | | | | | | | |
| | | | [ITEM 1](#i9b713e505d914aeaad78bf0b0223ad08_1862)[C](#i9b713e505d914aeaad78bf0b0223ad08_1862). | | | [C](#i9b713e505d914aeaad78bf0b0223ad08_1862)[y](#i9b713e505d914aeaad78bf0b0223ad08_1862)[bersecurity](#i9b713e505d914aeaad78bf0b0223ad08_1862) | | | [25](#i9b713e505d914aeaad78bf0b0223ad08_1862) | | |
| [PART II](#i9b713e505d914aeaad78bf0b0223ad08_31) | | | | | | | | | | | |
| [PART III](#i9b713e505d914aeaad78bf0b0223ad08_175) | | | | | | | | | | | |
| [PART IV](#i9b713e505d914aeaad78bf0b0223ad08_193) | | | | | | | | | | | |
| [SIGNATURES](#i9b713e505d914aeaad78bf0b0223ad08_211) | | | | | | | | | [102](#i9b713e505d914aeaad78bf0b0223ad08_211) | | |
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
| [PART I](#i677b09687fd443618b9c84261c8e0734_10) | | | | | | | | | | | |
| [PART II](#i677b09687fd443618b9c84261c8e0734_31) | | | | | | | | | | | |
| [PART III](#i677b09687fd443618b9c84261c8e0734_181) | | | | | | | | | | | |
| [PART IV](#i677b09687fd443618b9c84261c8e0734_199) | | | | | | | | | | | |
| [SIGNATURES](#i677b09687fd443618b9c84261c8e0734_217) | | | | | | | | | [95](#i677b09687fd443618b9c84261c8e0734_217) | | |
Item 1C. CYBERSECURITY
0 rewritten, 5 added, 0 removed, 0 unchanged
New section this year
Read the full itemFY2023 item · filed October 27, 2023
FactSet’s information security program is managed by a dedicated Chief Information Security Officer (“CISO”), whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes.
The CISO provides periodic reports to our Board of Directors (the “Board”), as well as our Chief Executive Officer and other members of our senior management as appropriate.
These reports include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the emerging threat landscape.
Our program is regularly evaluated by internal and external experts with the results of those reviews reported to senior management and the Board.
We also actively engage with key vendors, industry participants, and intelligence and law enforcement communities as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures.
Item 2. PROPERTIES
4 rewritten, 2 added, 4 removed, 40 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
As of August 31, [removed: 2022,] [added: 2023,] we leased [removed: 39] [added: 34] offices worldwide, including our corporate headquarters located at 45 Glover Avenue, Norwalk, Connecticut, where we occupy 91,718 square feet of office space.
The listing excludes any office locations that we have fully vacated during fiscal 2022 [added: and 2023] in advance of their original lease expiration dates.
We believe the amount of leased space as of August 31, [removed: 2022] [added: 2023] is adequate for our current business [removed: needs and that additional space can be available to meet any future] needs.
| [added: Asia Pacific] | | | Hong Kong SAR, China | | |
We regularly review our real estate footprint to best support our operations and should our real estate needs increase, we believe additional space will be available.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
We will continue to evaluate our real estate needs; however, we expect that this initiative is largely complete.
| | | | Jackson, Wyoming | | |
| | | | Luxembourg City, Luxembourg | | |
| Asia Pacific | | | Chennai, India | | |
Item 4. MINE SAFETY DISCLOSURES
0 rewritten, 1 added, 0 removed, 2 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
16 rewritten, 21 added, 42 removed, 12 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
Our common stock is listed on the NYSE and NASDAQ under the symbol [removed: FDS.][added: "FDS".]
*Holders* *of Record* – As of October [removed: 10, 2022,] [added: 20, 2023,] we had approximately [removed: 1,822] [added: 2,093] holders of record of our common stock.
Future dividend payments will depend on our earnings, capital requirements, financial condition and other factors [removed: considered relevant by us,] [added: we consider relevant,] and is subject to final determination by our Board of Directors.
There were no sales of unregistered equity securities during fiscal [removed: 2022.][added: 2023.]
The following table provides a month-to-month summary of the share repurchase activity during the three months ended August 31, [removed: 2022:][added: 2023:]
[removed: *(1)Relates to] [added: (1)Includes 264,400] shares repurchased [added: under the existing stock repurchase program, as well as 3,492 shares repurchased] to satisfy withholding tax obligations due upon the vesting [removed: or exercise] of stock-based [removed: awards.*][added: awards.]
Repurchases may be made from [removed: time to time] [added: time-to-time] in the open market and [added: via] privately negotiated transactions, subject to market conditions.
[removed: There is no timeframe to complete the share repurchase program and it] [added: It] is expected that share repurchases will be paid using existing and future cash generated by operations.
Refer to [added: Part III,] Item 12.
*Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters*] [added: Matters,*] of this Annual Report on Form 10-K.
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 Dow Jones U.S. Financial Services Index and the S&P 500 Financial Exchange and Data Index on August 31, [removed: 2017.][added: 2018.]
The total cumulative dollar returns shown on the graph represent the value that such investments would have had on August 31, [removed: 2022.][added: 2023.]
Stockholder returns over the indicated period are based on historical data and should not be considered indicative of [added: future stockholder returns.]
[removed: ][added: ]
| | | | [removed: 2017 | | |] 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | [added: 2023 | | |]
| Dow Jones U.S. Financial Services Index | | | $ | 100 | | $ | [removed: 122] [added: 96] | | $ | [removed: 117] [added: 93] | | $ | [removed: 113] [added: 139] | | $ | [removed: 169] [added: 114] | | $ | [removed: 139] [added: 117] | |
*Dividends* - We paid four quarterly dividends during fiscal 2023.
In the third quarter of fiscal 2023, we increased our quarterly cash dividend from $0.89 cents per share to $0.98 cents per share.
Refer to Note 14, *Stockholders' Equity*, in the Notes to the Consolidated Financial Statements included in Part II, Item 8.
of this Annual Report on Form 10-K for more information on our dividends.
| *(in thousands, except share and per share data)* | | | | | | | | | | | | | | | | | | | | | | | |
| June 2023 | | | 91,470 | | | | | | $ | 401.90 | | | | | 89,950 | | | | | | $ | 78,010 | |
| July 2023 | | | 83,878 | | | | | | $ | 411.90 | | | | | 83,000 | | | | | | $ | 43,812 | |
| August 2023 | | | 92,544 | | | | | | $ | 429.56 | | | | | 91,450 | | | | | | $ | 4,534 | |
| | | | 267,892 | | | | | | | | | | | | 264,400 | | | | | | | | |
(2)As of August 31, 2023, we had $4.5 million authorized under our share repurchase program for future share repurchases, which was not available for use after August 31, 2023.
On June 20, 2023, our Board of Directors authorized up to $300 million for share repurchases on or after September 1, 2023.
There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program.
Refer to Part II, Item 7.
*Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources*, of this Annual Report on Form 10-K for further discussion on our share repurchase program.
Trading Arrangements
On August 11, 2023, we entered into an agreement to adopt a trading arrangement for the repurchase of shares of our common stock in the open market consistent with the provisions of Rule 10b5-1 of the Securities Exchange Act of 1934.
The arrangement provides for the repurchase of up to $250 million of our common stock during the period from September 1, 2023 through August 31, 2024 pursuant to a written algorithm for determining the amount, price and date for purchase of shares of our common stock.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
| FactSet Research Systems Inc. | | | $ | 100 | | $ | 119 | | $ | 153 | | $ | 166 | | $ | 189 | | $ | 190 | |
| S&P 500 Index | | | $ | 100 | | $ | 101 | | $ | 121 | | $ | 156 | | $ | 136 | | $ | 155 | |
| S&P 500 Financial Exchanges and Data | | | $ | 100 | | $ | 124 | | $ | 144 | | $ | 179 | | $ | 147 | | $ | 163 | |
The following table sets forth, for each fiscal period indicated, the high and low sales prices per share of our common stock as reported on the NYSE:
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | First Quarter | | | | | | Second Quarter | | | | | | Third Quarter | | | | | | Fourth Quarter | | |
| 2022 | | | | | | | | | | | | | | | | | | | | | | | |
| High | | | $ | 469.43 | | | | | $ | 488.85 | | | | | $ | 444.57 | | | | | $ | 454.23 | |
| Low | | | $ | 369.12 | | | | | $ | 392.82 | | | | | $ | 356.10 | | | | | $ | 348.71 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | | | | | | | | | | | | | | | | | | | | | | |
| High | | | $ | 357.92 | | | | | $ | 357.69 | | | | | $ | 365.77 | | | | | $ | 383.21 | |
| Low | | | $ | 303.11 | | | | | $ | 294.21 | | | | | $ | 302.92 | | | | | $ | 319.65 | |
The closing price of our common stock on October 10, 2022 was $412.78 per share, as reported on the NYSE.
*Dividends* - During fiscal years 2022 and 2021, our Board of Directors declared the following dividends on our common stock:
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year Ended | | | Dividends per Share of Common Stock | | | | | | Record Date | | | | | | Total $ Amount *(in thousands)* | | | | | | Payment Date | | |
| Fiscal 2022 | | | | | | | | | | | | | | | | | | | | | | | |
| First Quarter | | | $ | 0.82 | | | | | November 30, 2021 | | | | | | $ | 30,973 | | | | | December 16, 2021 | | |
| Second Quarter | | | $ | 0.82 | | | | | February 28, 2022 | | | | | | 31,065 | | | | | | March 17, 2022 | | |
| Third Quarter | | | $ | 0.89 | | | | | May 31, 2022 | | | | | | 33,795 | | | | | | June 16, 2022 | | |
| Fourth Quarter | | | $ | 0.89 | | | | | August 31, 2022 | | | | | | 33,860 | | | | | | September 15, 2022 | | |
| Total Dividends | | | | | | | | | | | | | | | $ | 129,693 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal 2021 | | | | | | | | | | | | | | | | | | | | | | | |
| First Quarter | | | $ | 0.77 | | | | | November 30, 2020 | | | | | | $ | 29,266 | | | | | December 17, 2020 | | |
| Second Quarter | | | $ | 0.77 | | | | | February 26, 2021 | | | | | | 29,141 | | | | | | March 18, 2021 | | |
| Third Quarter | | | $ | 0.82 | | | | | May 31, 2021 | | | | | | 30,972 | | | | | | June 17, 2021 | | |
| Fourth Quarter | | | $ | 0.82 | | | | | August 31, 2021 | | | | | | 30,845 | | | | | | September 16, 2021 | | |
| Total Dividends | | | | | | | | | | | | | | | $ | 120,224 | | | | | | | |
| June 2022 | | | 2,542 | | | | | | $ | 384.57 | | | | | — | | | | | | $ | 181,254 | |
| July 2022 | | | 1,785 | | | | | | $ | 394.20 | | | | | — | | | | | | $ | 181,254 | |
| August 2022 | | | 2,730 | | | | | | $ | 445.38 | | | | | — | | | | | | $ | 181,254 | |
| | | | 7,057 | | | | | | | | | | | | — | | | | | | | | |
*(2)As of August 31, 2022, a total of* *$181.3* *million remained available for future share repurchases under our existing share repurchase program.
No minimum number of shares to be repurchased has been fixed.
Beginning in the second quarter of fiscal 2022, we suspended our share repurchase program until at least the second half of fiscal 2023, with the exception of potential minor repurchases to offset dilution from grants of equity awards or repurchases to satisfy withholding tax obligations due upon the vesting of stock-based awards.
The suspension of our share repurchase program allows us to prioritize the repayment of debt under the 2022 Credit Facilities.
Refer to* Note 12*, Debt for more information on the 2022 Credit Facilities.*
future stockholder returns.
| FactSet Research Systems Inc. | | | $ | 100 | | $ | 146 | | $ | 173 | | $ | 223 | | $ | 242 | | $ | 276 | |
An excerpt. Shown here: all 16 rewritten, all 21 added and 40 of 42 removed. The counts are complete. For every sentence, read Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES in the FY2023 filing and the FY2022 filing.
Item 6. RESERVED
0 rewritten, 1 added, 0 removed, 0 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
613 rewritten, 315 added, 287 removed, 623 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
| [Management’s Statement of Responsibility for Financial [removed: Statements](#i677b09687fd443618b9c84261c8e0734_79)] [added: Statements](#i9b713e505d914aeaad78bf0b0223ad08_76)] | | | [removed: [44](#i677b09687fd443618b9c84261c8e0734_79)] [added: [52](#i9b713e505d914aeaad78bf0b0223ad08_76)] | | |
| [Management’s Report on Internal Control over Financial [removed: Reporting](#i677b09687fd443618b9c84261c8e0734_82)] [added: Reporting](#i9b713e505d914aeaad78bf0b0223ad08_79)] | | | [removed: [44](#i677b09687fd443618b9c84261c8e0734_82)] [added: [52](#i9b713e505d914aeaad78bf0b0223ad08_79)] | | |
| [Reports [removed: o](#i677b09687fd443618b9c84261c8e0734_85)[f] [added: of] Independent [removed: Regis](#i677b09687fd443618b9c84261c8e0734_85)[tered] [added: Registered] Public Accounting Firm Reports of Independent Registered Public Accounting Firm [removed: (PC](#i677b09687fd443618b9c84261c8e0734_85)[AOB](#i677b09687fd443618b9c84261c8e0734_85) [ID](#i677b09687fd443618b9c84261c8e0734_85)[:](#i677b09687fd443618b9c84261c8e0734_85) 42[)](#i677b09687fd443618b9c84261c8e0734_85)] [added: (PCAOB ID:](#i9b713e505d914aeaad78bf0b0223ad08_82) 42[)](#i9b713e505d914aeaad78bf0b0223ad08_82)] | | | [removed: [46](#i677b09687fd443618b9c84261c8e0734_85)] [added: [53](#i9b713e505d914aeaad78bf0b0223ad08_82)] | | |
| [Consolidated Statements of Income for the years [removed: end](#i677b09687fd443618b9c84261c8e0734_88)[ed](#i677b09687fd443618b9c84261c8e0734_88)] [added: ended](#i9b713e505d914aeaad78bf0b0223ad08_85)] August 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [50](#i677b09687fd443618b9c84261c8e0734_88)] [added: [56](#i9b713e505d914aeaad78bf0b0223ad08_85)] | | |
| [Consolidated Statements of Comprehensive Income for the years ended August 31, [removed: 2022, 2021](#i677b09687fd443618b9c84261c8e0734_91)] [added: 202](#i9b713e505d914aeaad78bf0b0223ad08_88)[3](#i9b713e505d914aeaad78bf0b0223ad08_88)[, 202](#i9b713e505d914aeaad78bf0b0223ad08_88)[2](#i9b713e505d914aeaad78bf0b0223ad08_88)] [and [removed: 2020](#i677b09687fd443618b9c84261c8e0734_91)] [added: 202](#i9b713e505d914aeaad78bf0b0223ad08_88)[1](#i9b713e505d914aeaad78bf0b0223ad08_88)] | | | [removed: [51](#i677b09687fd443618b9c84261c8e0734_91)] [added: [57](#i9b713e505d914aeaad78bf0b0223ad08_88)] | | |
| [Consolidated Balance Sheets at August 31, [removed: 2022 and 2021](#i677b09687fd443618b9c84261c8e0734_94)] [added: 202](#i9b713e505d914aeaad78bf0b0223ad08_91)[3](#i9b713e505d914aeaad78bf0b0223ad08_91) [and 202](#i9b713e505d914aeaad78bf0b0223ad08_91)[2](#i9b713e505d914aeaad78bf0b0223ad08_91)] | | | [removed: [52](#i677b09687fd443618b9c84261c8e0734_94)] [added: [58](#i9b713e505d914aeaad78bf0b0223ad08_91)] | | |
| [Consolidated Statements of Cash Flows for the years ended August 31, [removed: 2022, 2021](#i677b09687fd443618b9c84261c8e0734_97)] [added: 202](#i9b713e505d914aeaad78bf0b0223ad08_94)[3](#i9b713e505d914aeaad78bf0b0223ad08_94)[, 202](#i9b713e505d914aeaad78bf0b0223ad08_94)[2](#i9b713e505d914aeaad78bf0b0223ad08_94)] [and [removed: 2020](#i677b09687fd443618b9c84261c8e0734_97)] [added: 202](#i9b713e505d914aeaad78bf0b0223ad08_94)[1](#i9b713e505d914aeaad78bf0b0223ad08_94)] | | | [removed: [53](#i677b09687fd443618b9c84261c8e0734_97)] [added: [59](#i9b713e505d914aeaad78bf0b0223ad08_94)] | | |
| [Consolidated Statements of Changes in Stockholders’ Equity for the years ended August 31, [removed: 2022, 2021](#i677b09687fd443618b9c84261c8e0734_100)] [added: 202](#i9b713e505d914aeaad78bf0b0223ad08_97)[3](#i9b713e505d914aeaad78bf0b0223ad08_97)[, 202](#i9b713e505d914aeaad78bf0b0223ad08_97)[2](#i9b713e505d914aeaad78bf0b0223ad08_97)] [and [removed: 2020](#i677b09687fd443618b9c84261c8e0734_100)] [added: 202](#i9b713e505d914aeaad78bf0b0223ad08_97)[1](#i9b713e505d914aeaad78bf0b0223ad08_97)] | | | [removed: [54](#i677b09687fd443618b9c84261c8e0734_100)] [added: [60](#i9b713e505d914aeaad78bf0b0223ad08_97)] | | |
| [Notes to the Consolidated Financial [removed: Statements](#i677b09687fd443618b9c84261c8e0734_103)] [added: Statements](#i9b713e505d914aeaad78bf0b0223ad08_100)] | | | [removed: [55](#i677b09687fd443618b9c84261c8e0734_103)] [added: [61](#i9b713e505d914aeaad78bf0b0223ad08_100)] | | |
| [Schedule II – Valuation and Qualifying [removed: Accounts](#i677b09687fd443618b9c84261c8e0734_208)] [added: Accounts](#i9b713e505d914aeaad78bf0b0223ad08_202)] | | | [removed: [92](#i677b09687fd443618b9c84261c8e0734_208)] [added: [99](#i9b713e505d914aeaad78bf0b0223ad08_202)] | | |
In compliance with the Sarbanes-Oxley Act of 2002, we assessed our internal control over financial reporting as of August 31, [removed: 2022] [added: 2023] and issued a report (see below).
Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of August 31, [removed: 2022.][added: 2023.]
Ernst & Young LLP (PCAOBID: 42), an independent registered public accounting firm, has audited the [added: effectiveness of our internal control over financial reporting and has issued a report on our internal control over financial reporting, which is included in their report on the subsequent page.]
We have audited the accompanying consolidated balance sheets of FactSet Research Systems Inc. (the Company) as of August 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 8 (collectively referred to as the “Consolidated Financial Statements”).
In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Company at August 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended August 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated October [removed: 21, 2022] [added: 27, 2023] expressed an unqualified opinion thereon.
The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the Consolidated Financial Statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the [removed: accounts] [added: account] or [removed: disclosures] [added: disclosure] to which [removed: they relate.][added: it relates.]
| Description of the Matter | | | As discussed in Note 2, [removed: *Significant] [added: *Summary of Significant] Accounting Policies,* and Note 10, *Income Taxes,* of the 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: 2022,] [added: 2023,] the Company recognized a consolidated provision for income taxes of [removed: $46.7] [added: $115.8] million with [removed: $18.1] [added: $54.3] million related to its U.S. operations and [removed: $28.6] [added: $61.5] 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. | | |
| | | | 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 position. This included [removed: 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 10, *Income Taxes*, of the Consolidated Financial Statements in relation to these matters. | | |
We have audited FactSet Research System Inc.’s (the Company) internal control over financial reporting as of August 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] Consolidated Financial Statements of the Company and our report dated October [removed: 21, 2022,] [added: 27, 2023,] expressed an unqualified opinion thereon.
| [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |
| Revenues | | | $ | [removed: 1,843,892] [added: 2,085,508] | | | | | $ | [removed: 1,591,445] [added: 1,843,892] | | | | | $ | [removed: 1,494,111] [added: 1,591,445] | |
| Cost of services | | | [removed: 871,106] [added: 973,225] | | | | | | [removed: 786,400] [added: 871,106] | | | | | | [removed: 695,446] [added: 786,400] | | |
| Selling, general and administrative | | | [removed: 433,032] [added: 457,130] | | | | | | [removed: 331,004] [added: 433,032] | | | | | | [removed: 342,505] [added: 331,004] | | |
| Asset impairments | | | [removed: 64,272] [added: 25,946] | | | | | | [removed: —] [added: 64,272] | | | | | | [removed: 16,500] [added: —] | | |
| Total operating expenses | | | [removed: 1,368,410] [added: 1,456,301] | | | | | | [removed: 1,117,404] [added: 1,368,410] | | | | | | [removed: 1,054,451] [added: 1,117,404] | | |
| Operating income | | | [removed: 475,482] [added: 629,207] | | | | | | [removed: 474,041] [added: 475,482] | | | | | | [removed: 439,660] [added: 474,041] | | |
| Other income (expense), net | | | [removed: (2,366)] [added: 8,257] | | | | | | [removed: (30)] [added: (2,366)] | | | | | | [removed: (2,697)] [added: (30)] | | |
| Total other income (expense), net | | | [removed: (31,888)] [added: (45,253)] | | | | | | [removed: (6,424)] [added: (31,888)] | | | | | | [removed: (12,526)] [added: (6,424)] | | |
| Income before income taxes | | | [removed: 443,594] [added: 583,954] | | | | | | [removed: 467,617] [added: 443,594] | | | | | | [removed: 427,134] [added: 467,617] | | |
| Provision for income taxes | | | [removed: 46,677] [added: 115,781] | | | | | | [removed: 68,027] [added: 46,677] | | | | | | [removed: 54,196] [added: 68,027] | | |
| Net income | | | $ | [removed: 396,917] [added: 468,173] | | | | | $ | [removed: 399,590] [added: 396,917] | | | | | $ | [removed: 372,938] [added: 399,590] | |
| Basic earnings per common share | | | $ | [removed: 10.48] [added: 12.26] | | | | | $ | [removed: 10.56] [added: 10.48] | | | | | $ | [removed: 9.83] [added: 10.56] | |
| Diluted earnings per common share | | | $ | [removed: 10.25] [added: 12.04] | | | | | $ | [removed: 10.36] [added: 10.25] | | | | | $ | [removed: 9.65] [added: 10.36] | |
| Basic weighted average common shares | | | [removed: 37,864] [added: 38,194] | | | | | | [removed: 37,856] [added: 37,864] | | | | | | [removed: 37,936] [added: 37,856] | | |
| Diluted weighted average common shares | | | [removed: 38,736] [added: 38,898] | | | | | | [removed: 38,570] [added: 38,736] | | | | | | [removed: 38,646] [added: 38,570] | | |
| [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
October 27, 2023
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
| Interest income | | | 12,809 | | | | | | 6,175 | | | | | | 1,806 | | |
| Interest expense | | | (66,319) | | | | | | (35,697) | | | | | | (8,200) | | |
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
| 2023 | | | | | | 2022 | | | | | |
| Cash and cash equivalents | | | $ | 425,444 | | | | | $ | 503,273 | |
| Current taxes payable | | | 31,009 | | | | | | — | | |
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
| Asset impairments | | | 25,946 | | | | | | 64,272 | | | | | | — | | |
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 468,173 | | | | | | | | | | | | 468,173 | | |
| Vesting of restricted stock | | | 83,035 | | | | | | 1 | | | | | | (1) | | | | | | 32,034 | | | | | | (13,544) | | | | | | | | | | | | | | | | | | (13,544) | | |
| Excise tax on share repurchases | | | | | | | | | | | | | | | | | | | | | | | | | | | (932) | | | | | | | | | | | | | | | | | | (932) | | |
| Repurchases of common stock | | | | | | | | | | | | | | | | | | | | | 430,350 | | | | | | (176,720) | | | | | | | | | | | | | | | | | | (176,720) | | |
| Dividends declared | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (142,816) | | | | | | | | | | | | (142,816) | | |
| Other | | | | | | | | | | | | | | | (759) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (759) | | |
| Balance as of August 31, 2023 | | | 42,096,628 | | | | | | $ | 421 | | | | | $ | 1,323,631 | | | | | 4,071,256 | | | | | | $ | (1,122,077) | | | | | $ | 1,505,096 | | | | | $ | (87,141) | | | | | $ | 1,619,930 | |
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
| [Note 1](#i9b713e505d914aeaad78bf0b0223ad08_103) | | | [Description of Business](#i9b713e505d914aeaad78bf0b0223ad08_103) | | | [61](#i9b713e505d914aeaad78bf0b0223ad08_103) | | |
| [Note 6](#i9b713e505d914aeaad78bf0b0223ad08_118) | | | [Acquisitions](#i9b713e505d914aeaad78bf0b0223ad08_118) | | | [74](#i9b713e505d914aeaad78bf0b0223ad08_118) | | |
| [Note 8](#i9b713e505d914aeaad78bf0b0223ad08_124) | | | [Goodwill](#i9b713e505d914aeaad78bf0b0223ad08_124) | | | [77](#i9b713e505d914aeaad78bf0b0223ad08_124) | | |
| [Note 11](#i9b713e505d914aeaad78bf0b0223ad08_133) | | | [Leases](#i9b713e505d914aeaad78bf0b0223ad08_133) | | | [81](#i9b713e505d914aeaad78bf0b0223ad08_133) | | |
| [Note 12](#i9b713e505d914aeaad78bf0b0223ad08_136) | | | [Debt](#i9b713e505d914aeaad78bf0b0223ad08_136) | | | [83](#i9b713e505d914aeaad78bf0b0223ad08_136) | | |
Our platform and solutions are supported by our dedicated client service teams.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
Revised Organizational Approach
We have a long-term view of our business and are committed to investing for growth and efficiency.
Starting September 1, 2023, the beginning of our fiscal 2024 year, we revised our internal organization by firm type to better align with our clients, as follows:
- Analytics & Trading will become "Institutional Buyside," focusing on asset managers, asset owners, and hedge fund companies.
- Research & Advisory will become two groups:
◦"Dealmakers," focusing on banking and sell-side research, corporate, and private equity and venture capital workflows; and
◦"Wealth," focusing on wealth management workflows.
- We will discuss the results of our Partnerships and CGS groups, in combination.
Partnerships delivers solutions primarily to content providers, financial exchanges, and rating agencies, while CGS is the exclusive issuer of CUSIP and CINS identifiers globally.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
In accordance with the guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting following the date of acquisition.
Based on those guidelines, our management's assessment of the effectiveness of our internal control over financial reporting excluded CUSIP Global Services ("CGS"), which we acquired in the third quarter of fiscal 2022.
Excluding goodwill and intangible assets, CGS represented 5% percent of our total assets as of August 31, 2022 and 5% percent of our consolidated revenues for fiscal year 2022.
Refer to Note 6, *Acquisitions*, for additional information on the CGS acquisition.
effectiveness of our internal control over financial reporting and has issued a report on our internal control over financial reporting, which is included in their report on the subsequent page.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| /s/ F. PHILIP SNOW | | | | | | /s/ LINDA S. HUBER | | |
| | | | | | | | | |
| F. Philip Snow | | | | | | Linda S. Huber | | |
| Chief Executive Officer | | | | | | Executive Vice President, Chief Financial Officer | | |
| October 21, 2022 | | | | | | October 21, 2022 | | |
| | | | | | |
| | | | | | |
| | | | Valuation of Intangible Assets from Business Acquisition | | |
| Description of the Matter | | | As described in Note 6, *Acquisitions*, to the Consolidated Financial Statements, during the year ended August 31, 2022, the Company completed the CUSIP Global Services business acquisition for total consideration of $1.932 billion, inclusive of working capital adjustments. The transaction was accounted for under the acquisition method of accounting whereby the total purchase price was allocated to assets acquired and liabilities assumed based on the estimated fair value of such assets and liabilities with the residual being allocated to goodwill. Auditing the Company’s accounting for the CUSIP Global Services acquisition required complex auditor judgment due to the significant estimation uncertainty inherent in determining the fair value of identified intangible assets for the acquired ABA business process and customer relationships. The significant estimation uncertainty was primarily due to the judgmental nature of the inputs to the valuation techniques used to measure the fair value of the ABA business process and customer relationships as well as the sensitivity of the respective fair values to the underlying significant assumptions. The significant assumptions used to estimate the fair value of the ABA business process and customer relationships included revenue growth rates and operating margins. These significant assumptions are forward-looking and could be affected by future economic and market conditions. | | |
| How We Addressed the Matter in Our Audit | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the valuation of intangible assets from the acquisition. For example, we tested controls over management’s review of the valuation models and the significant assumptions described above. | | |
| | | | To test the estimated fair value of the acquired ABA business process and customer relationships, we performed audit procedures that included, among others, assessing the appropriateness of the valuation methodologies and testing the significant assumptions discussed above. For example, we compared the revenue growth rates and operating margins to the historical results of the acquired business. We further performed sensitivity analyses to evaluate the changes in the fair value of the acquired ABA business process and customer relationships that would result from changes in the significant assumptions. In addition, we involved internal valuation specialists to assist us in our evaluation of the valuation methodologies and certain significant assumptions used by the Company. We have evaluated the Company’s business acquisition disclosures included in Note 6, Acquisitions, of the Consolidated Financial Statements in relation to these matters. | | |
October 21, 2022
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of CGS, which are included in the 2022 Consolidated Financial Statements of the Company and constituted 5% of total assets, excluding goodwill and other intangible assets, net, as of August 31, 2022 and 5% of consolidated total revenues for the year then ended.
Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of CGS.
October 21, 2022
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Interest expense, net | | | (29,522) | | | | | | (6,394) | | | | | | (9,829) | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Impairment charge | | | 64,272 | | | | | | — | | | | | | 16,500 | | |
| Cash and cash equivalents at beginning of period | | | 681,865 | | | | | | 585,605 | | | | | | 359,799 | | |
| Balance as of August 31, 2019 | | | 40,104,192 | | | | | | $ | 401 | | | | | $ | 806,973 | | | | | 1,986,352 | | | | | | $ | (433,799) | | | | | $ | 373,225 | | | | | $ | (74,544) | | | | | $ | 672,256 | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 372,938 | | | | | | | | | | | | 372,938 | | |
| Common stock issued for employee stock plans | | | 630,520 | | | | | | 7 | | | | | | 95,515 | | | | | | 75 | | | | | | (21) | | | | | | | | | | | | | | | | | | 95,501 | | |
| Vesting of restricted stock | | | 32,996 | | | | | | — | | | | | | | | | | | | 11,945 | | | | | | (3,511) | | | | | | | | | | | | | | | | | | (3,511) | | |
| Repurchases of common stock | | | | | | | | | | | | | | | | | | | | | 739,084 | | | | | | (199,625) | | | | | | | | | | | | | | | | | | (199,625) | | |
| Dividends declared | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (113,014) | | | | | | | | | | | | (113,014) | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| [Not](#i677b09687fd443618b9c84261c8e0734_106)[e 1](#i677b09687fd443618b9c84261c8e0734_106) | | | [Description of Business](#i677b09687fd443618b9c84261c8e0734_106) | | | [55](#i677b09687fd443618b9c84261c8e0734_106) | | |
| [Not](#i677b09687fd443618b9c84261c8e0734_124)[e 6](#i677b09687fd443618b9c84261c8e0734_124) | | | [Acquisitio](#i677b09687fd443618b9c84261c8e0734_124)[ns](#i677b09687fd443618b9c84261c8e0734_124) | | | [67](#i677b09687fd443618b9c84261c8e0734_124) | | |
An excerpt. Shown here: 40 of 613 rewritten, 40 of 315 added and 40 of 287 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2023 filing and the FY2022 filing.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
0 rewritten, 1 added, 0 removed, 1 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
Item 9A. CONTROLS AND PROCEDURES
4 rewritten, 0 added, 4 removed, 6 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
Our management, including our principal executive officer and principal financial officer, 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 amended (the "Exchange Act"), as of the end of the annual period covered by this [added: report, and our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the annual period covered by this] report.
There have been no [removed: other] changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth quarter of fiscal [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
See [added: Part II,] Item 8.
See [added: Part II,] Item 8.
In accordance with the guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting following the date of acquisition.
Excluding goodwill and intangible assets, CGS represented 5% percent of our total assets as of August 31, 2022 and 5% percent of our consolidated revenues for fiscal year 2022.
Based on those guidelines, our management's assessment of the effectiveness of our internal control over financial reporting excluded CGS, which we acquired in the third quarter of fiscal 2022.
Our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures, excluding the assessment of those related to CGS, were effective as of the end of the annual period covered by this report.
Item 9B. OTHER INFORMATION
0 rewritten, 5 added, 1 removed, 1 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
Rule 10b5-1 Trading Plans
During the quarter ended August 31, 2023, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended), adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) and (c) of Regulation S-K).
Refer to Part II, Item 5.
*Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,* of this Annual Report on Form 10-K for the information required by Item 408(d) of Regulation S-K.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
None.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 0 removed, 1 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
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, [removed: 2022] [added: 2023] (the "Proxy Statement").
Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive officers is included in [added: Part I,] Item 1.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
4 rewritten, 4 added, 3 removed, 5 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
The following table [removed: summarizes] [added: summarizes,] as of August 31, [removed: 2022,] [added: 2023,] 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 our equity compensation plans:
| Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | | | | Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a)) [removed: (c)] [added: (c)(3)] | | | | | |
[removed: *(1)Includes 2,089,231] [added: (1)Includes 1,987,662] shares issuable upon exercise of outstanding [removed: options, 141,643 shares] [added: options, 152,796 shares] issuable upon vesting of outstanding RSUs and [removed: 91,765* *shares* *issuable] [added: 90,756 shares issuable] upon the conversion of outstanding [removed: PSUs.*][added: PSUs.]
[removed: *(2)Weighted] [added: (2)Weighted] average exercise price of outstanding options [removed: only.*][added: only.]
| Equity compensation plans approved by security holders | | | 2,231,214 | | | (1) | | | $ | 285.95 | | (2) | | | 4,511,758 | | | (4) | | |
| Total | | | 2,231,214 | | | (1) | | | $ | 285.95 | | (2) | | | 4,511,758 | | | (4) | | |
(3)In accordance with the LTIP and Director Plan, each Restricted Stock Award granted or canceled/forfeited is equivalent to 2.5 shares deducted from or added back to, respectively, the aggregate number of stock-based awards available for grant.
(4)Includes 4,226,221 shares available for future issuance under the LTIP, 222,698 shares available for future issuance under the Director Plan, and 62,839 shares available for purchase under the ESPP.
| Equity compensation plans approved by security holders | | | 2,322,639 | | | (1) | | | $ | 253.85 | | (2) | | | 5,003,572 | | | (3) | | |
| Total | | | 2,322,639 | | | (1) | | | $ | 253.85 | | (2) | | | 5,003,572 | | | (3) | | |
*(3)Includes 4,668,567 shares available for future issuance under the FactSet Research Systems Inc. Stock Option and Award Plan, as Amended and Restated, 232,293 shares available for future issuance under the FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated,* *and 102,712* *shares available for* *purchase* *under the* *FactSet Research Systems Inc.* *2008 Employee Stock Purchase Plan,* *as* *Amended and Restated.*
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
0 rewritten, 1 added, 0 removed, 1 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
0 rewritten, 1 added, 0 removed, 2 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
13 rewritten, 4 added, 6 removed, 44 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
| [removed: [2.1](https://www.sec.gov/Archives/edgar/data/1013237/000095015722000210/ex2-1.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/1013237/000101323722000096/fernandezseparationagreeme.htm)] | | | | | | [removed: [Asset Purchase Agreement, dated as of December 24, 2021, by] [added: [Separation Agreement] and [added: General Release of Claims dated April 26, 2022] between [removed: S&P Global Inc. and] FactSet Research Systems [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1013237/000095015722000210/ex2-1.htm)] [added: Inc. and Gene Fernandez](https://www.sec.gov/Archives/edgar/data/1013237/000101323722000096/fernandezseparationagreeme.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 001-11869 | | | | | | [removed: 2.1] [added: 10.1] | | | | | | [removed: 3/1/2022] [added: 7/1/2022] | | | | | | | | |
| [removed: [3.3](https://www.sec.gov/Archives/edgar/data/1013237/000143774911009546/ex3-1.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000009/factsetsecondamendedandres.htm)] | | | | | | [removed: [Second Amendment to the] [added: [FactSet Research Systems Inc. Second Amended and] Restated [removed: Certificate] [added: Articles] of [removed: Incorporation](https://www.sec.gov/Archives/edgar/data/1013237/000143774911009546/ex3-1.htm)] [added: Incorporation](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000009/factsetsecondamendedandres.htm)] | | | | | | 8-K | | | | | | 001-11869 | | | | | | 3.1 | | | | | | [removed: 12/16/2011] [added: 1/10/2023] | | | | | | | | |
| [removed: [3.4](https://www.sec.gov/Archives/edgar/data/1013237/000143774918016673/ex_123329.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000009/factsetamendedandrestatedb.htm)] | | | | | | [removed: [Amended and Restated By-laws of FactSet] [added: [FactSet] Research Systems Inc. [removed: as amended September 1, 2018](https://www.sec.gov/Archives/edgar/data/1013237/000143774918016673/ex_123329.htm)] [added: Amended and Restated By-Laws](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000009/factsetamendedandrestatedb.htm)] | | | | | | 8-K | | | | | | 001-11869 | | | | | | [removed: 3.1] [added: 3.2] | | | | | | [removed: 9/6/2018] [added: 1/10/2023] | | | | | | | | |
| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a101factsetresearchsys.htm)[7](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a101factsetresearchsys.htm)] [added: [10.7](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 | | | | | | | | |
| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a102formoffactsetresea.htm)[8](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a102formoffactsetresea.htm)] [added: [10.8](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 | | | | | | | | |
| [removed: [21](https://www.sec.gov/Archives/edgar/data/1013237/000101323722000159/fds-202208x31xexx21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-202308x31xexx21.htm)] | | | | | | [Subsidiaries of FactSet Research Systems [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1013237/000101323722000159/fds-202208x31xexx21.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-202308x31xexx21.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [23](https://www.sec.gov/Archives/edgar/data/1013237/000101323722000159/fds-202208x31xexx23.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-202308x31xexx23.htm)] | | | | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1013237/000101323722000159/fds-202208x31xexx23.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-202308x31xexx23.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1013237/000101323722000159/fds-20220831xexx311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-20230831xexx311.htm)] | | | | | | [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/1013237/000101323722000159/fds-20220831xexx311.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-20230831xexx311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1013237/000101323722000159/fds-20220831xexx312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-20230831xexx312.htm)] | | | | | | [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/1013237/000101323722000159/fds-20220831xexx312.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-20230831xexx312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1013237/000101323722000159/fds-20220831xexx321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-20230831xexx321.htm)] | | | | | | [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/1013237/000101323722000159/fds-20220831xexx321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-20230831xexx321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1013237/000101323722000159/fds-20220831xexx322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-20230831xexx322.htm)] | | | | | | [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/1013237/000101323722000159/fds-20220831xexx322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-20230831xexx322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
[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.]
| 2023 | | | $ | 2,776 | | $ | 6,668 | | $ | (1,675) | | $ | 7,769 | |
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
| [9](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/exhibit97.htm)[7](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/exhibit97.htm) | | | | | | [FactSet Research Systems Inc. Incentive Compensation Recoupment Policy](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/exhibit97.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 2020 | | | $ | 10,511 | | $ | 754 | | $ | (3,278) | | $ | 7,987 | |
| [2.2](https://www.sec.gov/Archives/edgar/data/0001013237/000095015722000210/ex2-2.htm) | | | | | | [Amendment No. 1 to Asset Purchase Agreement, dated as of February 11, 2022, by and between S&P Global Inc. and FactSet Research Systems Inc.](https://www.sec.gov/Archives/edgar/data/0001013237/000095015722000210/ex2-2.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 2.2 | | | | | | 3/1/2022 | | | | | | | | |
| [3.1](https://www.sec.gov/Archives/edgar/data/1013237/0000950112-96-002172.txt) | | | | | | [Restated Certificate of Incorporation](https://www.sec.gov/Archives/edgar/data/1013237/0000950112-96-002172.txt) | | | | | | S-1/A | | | | | | 333-04238 | | | | | | 3.1 | | | | | | 6/26/1996 | | | | | | | | |
| [3.2](https://www.sec.gov/Archives/edgar/data/1013237/000101323701500062/exhibit3_12.htm) | | | | | | [Certificate of Amendment of Certificate of Incorporation](https://www.sec.gov/Archives/edgar/data/1013237/000101323701500062/exhibit3_12.htm) | | | | | | 10-K | | | | | | 333-22319 | | | | | | 3.12 | | | | | | 11/20/2001 | | | | | | | | |
| [3.5](https://www.sec.gov/Archives/edgar/data/1013237/000101323721000124/factsetbylawamendment2021.htm) | | | | | | [Amendment to Amended and Restated By-laws of FactSet Research Systems Inc. effective September 27, 2021](https://www.sec.gov/Archives/edgar/data/1013237/000101323721000124/factsetbylawamendment2021.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 3.1 | | | | | | 10/1/2021 | | | | | | | | |
| [10.](https://www.sec.gov/Archives/edgar/data/1013237/000101323722000096/fernandezseparationagreeme.htm)[10](https://www.sec.gov/Archives/edgar/data/1013237/000101323722000096/fernandezseparationagreeme.htm) | | | | | | [Separation Agreement and General Release of Claims dated April 26, 2022 between FactSet Research Systems Inc. and Gene Fernandez](https://www.sec.gov/Archives/edgar/data/1013237/000101323722000096/fernandezseparationagreeme.htm) | | | | | | 10-Q | | | | | | 001-11869 | | | | | | 10.1 | | | | | | 7/1/2022 | | | | | | | | |
Item 16. FORM 10-K SUMMARY
11 rewritten, 5 added, 0 removed, 33 unchanged
Read the full itemFY2023 item · filed October 27, 2023FY2022 item · filed October 21, 2022
| Date: October [removed: 21, 2022] [added: 27, 2023] | | | /s/ F. PHILIP SNOW | | | | | |
| /s/ F. PHILIP SNOW | | | | | | Chief Executive Officer and Director | | | | | | October [removed: 21, 2022] [added: 27, 2023] | | |
| /s/ LINDA S. HUBER | | | | | | Executive Vice President, Chief Financial Officer | | | | | | October [removed: 21, 2022] [added: 27, 2023] | | |
| /s/ GREGORY T. MOSKOFF | | | | | | Managing Director, Controller and Chief Accounting Officer | | | | | | October [removed: 21, 2022] [added: 27, 2023] | | |
| /s/ ROBIN A. ABRAMS | | | | | | Director | | | | | | October [removed: 21, 2022] [added: 27, 2023] | | |
| /s/ SIEW KAI CHOY | | | | | | Director | | | | | | October [removed: 21, 2022] [added: 27, 2023] | | |
| /s/ MALCOLM FRANK | | | | | | Director | | | | | | October [removed: 21, 2022] [added: 27, 2023] | | |
| /s/ JAMES J. MCGONIGLE | | | | | | Director | | | | | | October [removed: 21, 2022] [added: 27, 2023] | | |
| /s/ LEE SHAVEL | | | | | | Director | | | | | | October [removed: 21, 2022] [added: 27, 2023] | | |
| /s/ LAURIE SIEGEL | | | | | | Director | | | | | | October [removed: 21, 2022] [added: 27, 2023] | | |
| /s/ MARIA TERESA TEJADA | | | | | | Director | | | | | | October [removed: 21, 2022] [added: 27, 2023] | | |
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
| | | | | | | | | | | | | | | |
| /s/ ELISHA WIESEL | | | | | | Director | | | | | | October 27, 2023 | | |
| Elisha Wiesel | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |