FactSet Research Systems (FDS) 10-K risk factor changes: FY2024 vs FY2023
The 2024-08-31 10-K against the 2023-08-31 one, compared heading by heading and sentence by sentence.
Item 1A50 rewritten24 added10 removed223 unchanged
All filing items1,090 rewritten667 added530 removed1,505 unchanged
Summary
counted, not written
- Item 1A lists 28 risk factor headings: 0 new, 1 reworded and 27 unchanged since FY2023. 0 headings from FY2023 no longer appear.
- Sentence by sentence, 667 added, 530 removed, 1,090 rewritten and 1,505 unchanged across 21 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2023.
Removed Item 1A headings (0)
Every FY2023 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (1)
- Increased accessibility to free or relatively inexpensive information sources may reduce demand for our products [added: and services]
A heading is new when no FY2023 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 FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
50 rewritten, 24 added, 10 removed, 223 unchanged
Technology [removed: &] [added: and] Data Security Risks
In providing our digital-enabled [added: products and] services to clients, we rely on information technology infrastructure that is managed internally along with placing reliance on third-party service providers for critical functions.
We could suffer significant damage to our brand and reputation: if a cyber-attack or other security incident were to allow unauthorized access to, or modification of, clients’ or suppliers’ data, other external data, internal data or information technology systems; if the [added: products and] services provided to clients were disrupted; or if products [removed: or] [added: and] services were perceived as having security vulnerabilities.
If we experience significant growth of our customer [removed: base or] [added: base,] increases in the number of products or [removed: services] [added: services,] or [added: increase] in the speed at which we are required to provide products and services, it may strain our systems.
We also currently use multiple providers of cloud services; however, one supplier provided the majority of our cloud computing support for fiscal [removed: 2023.][added: 2024.]
We maintain back-up facilities and certain other redundancies for each of our [removed: major] data centers to minimize the risk that any such event will disrupt those operations.
Although we seek to minimize these risks through security measures, controls, back-up data [removed: centers and] [added: centers,] emergency [removed: planning,] [added: planning and disaster recovery processes,] there can be no assurance that such efforts will be successful or effective.
To remain competitive, we must adapt and migrate to new technologies, applications and [removed: processes.][added: processes, including the evolving use of AI technology.]
The implementation of new technologies and infrastructure, such as migration to new cloud-based [removed: systems,] [added: systems and increased utilization of AI internally and in our products and services,] is complex and can involve substantial expenditures as well as risks inherent in the conversion to any new system, including potential loss of information and disruption to operations.
[removed: Any disruption to either the] provider’s systems or the communication links between us and the provider could negatively affect our ability to operate our data systems and could impair our ability to provide [added: products and] services to our clients.
If the [added: products and] services to our clients are disrupted, or if there is unauthorized access to the confidential information of our clients or our vendors, we could suffer significant damage to our brand and reputation and lose clients.
[added: 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.
We use, and [removed: will expand] [added: are expanding] our use of, machine learning and artificial intelligence ("AI") technologies in [removed: some of] our products and processes.
Our use of AI technologies [removed: will require] [added: requires] resources to develop, test and maintain such products, which [removed: could be] [added: is] costly.
[removed: Third] [added: In addition, third] parties may be able to use AI to create technology that could reduce demand for our [removed: products.][added: products and services.]
[removed: In addition, the] [added: 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.
[removed: For example, use] [added: Use] of AI [removed: technologies could lead to unintended consequences, such as accuracy issues, cybersecurity risks, unintended biases,] [added: technologies,] and [removed: discriminatory outputs,] [added: the evolving legal, regulatory and compliance framework for AI,] could impact our ability to protect our [removed: data,] [added: data and] intellectual property, [added: as well as vendor] and client information, [removed: or] [added: and] could expose us to intellectual property [added: or other] claims by third parties.
Strategy [removed: &] [added: and] Market Demand Risks
We continue to experience intense competition across all markets for our [removed: products,] [added: products and services,] with competitors ranging in size from smaller, highly specialized, single-product businesses to multi-billion-dollar companies.
The impact of cost-cutting pressures across the industries we serve could lower demand for our [removed: products.][added: products and services.]
Clients within the financial services industry that strive to reduce their operating costs may seek to reduce their spending on financial market data and related services, such as [removed: ours.]
The predominant investment strategy today is [removed: still] [added: no longer] active investing, which attempts to outperform the market.
A continued shift to passive investing, resulting in an increased outflow to passively managed index funds, could reduce demand for the services of active investment managers and consequently, the demand of our clients for our [added: products and] services.
Each of these developments may result in lower demand from investment managers for our [removed: services] [added: products] and [removed: workstations,] [added: services,] which could negatively affect our business.
The decision on the part of large institutional clients to purchase our [added: products and] services often requires management-level sponsorship and typically depends upon the size of the client, with larger clients having more complex and time-consuming purchasing processes.
The market for our products is characterized by rapid technological change, including [added: developing technologies such as AI,] methods and speed of delivery, changes in client demands, development of new investment instruments and evolving industry standards.
We must make long-term investments and commit significant [removed: resources] [added: resources, for example, to developing and utilizing AI technology,] before knowing whether these investments will eventually result in products and services that satisfy our clients' needs and generate [removed: revenues required to provide the desired results.]
We have provisions in our client contracts to limit our exposure to potential liability claims brought by clients based on the use of our products or services or our delay or failure to provide [added: products and] services.
Reputational damage from negative perceptions or publicity, including without limitation market perception of our sustainability and corporate responsibility policies and practices, could affect our ability to attract and retain clients and employees and our ability to maintain our pricing for our [removed: products.][added: products and services.]
In fiscal [removed: 2023,] [added: 2024,] approximately 39% of our revenues related to operations located outside the U.S. In addition, approximately [removed: 80%] [added: 81%] 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.
[removed: 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 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 conflicts between Ukraine and Russia and in 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 are not dependent on any one third-party data supplier to meet the needs of our clients, with only two data suppliers each representing more than 10% of our total data costs for fiscal [removed: 2023.][added: 2024.]
Our failure to be able to maintain 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 [added: and services] available to our clients, which could harm our reputation in the marketplace and adversely affect our business.
Increased accessibility to free or relatively inexpensive information sources may reduce demand for our [removed: products][added: products and services]
The availability of free or relatively inexpensive information may reduce demand for our [removed: products.][added: products and services.]
While we believe our [removed: service offering is] [added: offerings are] distinguished by such factors as customization, timeliness, accuracy, ease-of-use, completeness and other value-added factors, if users choose to obtain the information they need from public or other sources, our business, results of operations, and cash flows could be adversely affected.
We need technical resources such as engineers to help develop new products and [added: services and] enhance existing [added: products and] services.
A significant outbreak, epidemic or pandemic of contagious diseases in the human population could result in a widespread health crisis adversely affecting the broader economies, financial markets and overall demand for our [removed: products.][added: products and services.]
In addition, any preventative or protective actions that governments implement or that we take in respect of a global health crisis, such as travel restrictions, quarantines or site closures, may interfere with the ability of our employees, vendors, and data suppliers to perform their respective responsibilities and [removed: obligations relative to the conduct of our business, including our ability to gather content.]
Legal [removed: &] [added: and] Regulatory Risks
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We are currently in the midst of a multi-year project to enhance our information technology disaster recovery processes with modernized tooling and automation to maximize resiliency and minimize recovery time in the event of a service disruption.
Any disruption to either the
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Despite our investments in, and commitment of resources to, the development of AI products and technologies, we may not be successful in generating revenues from these efforts.
If the content, analyses, or recommendations that AI applications assist in producing are, or are alleged to be, deficient, inaccurate, unreliable, misleading, biased, discriminatory or otherwise flawed, any of which may not be easily detectable, our business and reputation may be adversely affected.
Use of AI technologies may also increase risks related to cyberattacks or other security incidents or result in a failure to protect confidential information.
Because AI technology is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to our use of AI.
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ours.
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revenues required to provide the desired results.
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 restraints and currency controls, marketing and sales and
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obligations relative to the conduct of our business, including our ability to gather content.
For example, as discussed in greater detail in Part II, Item 8.
Note 13, *Commitments and Contingencies* in the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K , during fiscal 2024, we took a charge of approximately
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$54 million related to a sales tax dispute with the Commonwealth of Massachusetts, bringing our total charge with respect to that matter to $64 million.
Refer to Part II, Item 8.
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The 2022 Swap Agreement matured on February 28, 2024, and on March 1, 2024, we entered into the 2024 Swap Agreement to hedge a portion of our outstanding floating SOFR debt.
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As we increase our reliance on third-party
compliance risk.
In August 2019, July 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.
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.
We are filing petitions with the Appellate Tax Board to appeal all amounts assessed by the Commonwealth and believe that we will ultimately prevail; however, if we do not prevail the amount of these assessments could have a material impact on our consolidated financial position, results of operations and cash flows.
As of August 31, 2023, we have concluded that some payment to the Commonwealth is probable.
We have recorded an accrual which is not material to our consolidated financial statements.
Refer to Note 12, *Debt* in the Notes to the Consolidated Financial Statements included in Part II, Item 8.
An excerpt. Shown here: 40 of 50 rewritten, all 24 added and all 10 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2024 filing and the FY2023 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
262 rewritten, 162 added, 155 removed, 203 unchanged
For a similar detailed discussion comparing fiscal [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] refer to Part II, Item 7.
*Management's Discussion and Analysis of Financial Condition and Results of Operations* within our Annual Report on Form 10-K for the [added: fiscal] year ended August 31, [removed: 2022.][added: 2023.]
- Foreign Currency [added: Exposure]
FactSet Research Systems Inc. and its wholly-owned subsidiaries (collectively, "we," "our," "us," the "Company" or "FactSet") is a global financial digital platform and enterprise solutions provider with open and flexible [removed: products] [added: technologies] that [removed: drive the investment community] [added: aims] to [removed: see more, think bigger and do its best work.][added: supercharge financial intelligence.]
Our platform delivers expansive data, sophisticated [removed: analytics] [added: analytics,] and flexible technology used by global financial professionals to power their critical investment workflows.
As of August 31, [removed: 2023,] [added: 2024,] we had [removed: nearly 8,000] [added: more than 8,200] clients comprised of [removed: almost 190,000] [added: over 216,000] investment professionals, including [added: institutional] asset managers, bankers, wealth managers, asset owners, partners, hedge funds, corporate [removed: users] [added: users,] and private equity [removed: &] [added: and] venture capital professionals.
Our revenues are primarily derived from subscriptions to our multi-asset class data and solutions powered by our [removed: content refinery.][added: connected data and technology platform.]
Our products and services include workstations, portfolio analytics and enterprise [added: data] solutions.
We drive our business based on [removed: our] detailed understanding of our clients’ workflows, which helps us to solve their most complex challenges.
We provide financial data and market intelligence on securities, companies, industries and people to enable our clients to research investment [removed: ideas, as well as to] [added: ideas and] analyze, monitor and manage their portfolios.
Our [removed: on- and off-platform] solutions span the investment [removed: life cycle] [added: lifecycle] of investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting.
We provide open and flexible technology offerings, including a configurable desktop and mobile platform, comprehensive data feeds, cloud-based digital [removed: solutions] [added: solutions,] and [removed: APIs.][added: application programming interfaces ("APIs").]
[removed: Our CGS] [added: The CUSIP Global Services ("CGS")] business supports security master files relied on by the investment industry for critical front, middle and back-office functions.
[removed: Our platform] [added: All of our platforms] and solutions are supported by our dedicated client service [removed: teams.][added: team.]
We operate our business through three segments: the [removed: Americas, EMEA] [added: Americas; EMEA;] and Asia Pacific.
[removed: Refer to] Note 18, *Segment Information*, in the Notes to the Consolidated Financial Statements included in [removed: Part II, Item 8.][added: this Annual Report on Form 10-K for more information.]
[removed: of] [added: in] this Annual Report on Form [removed: 10-K for further discussion.][added: 10-K.]
Fiscal [removed: 2023] [added: 2024] in Review
Revenues for fiscal [removed: 2023] [added: 2024] were [removed: $2.1 billion,] [added: $2,203.1 million,] an increase of [removed: 13.1%] [added: 5.6%] from the [added: comparable] prior year.
Revenues increased in all our segments, primarily in the [removed: Americas, and, to a lesser extent, EMEA and Asia Pacific.][added: Americas.]
[removed: Organic] [added: The growth in] revenues [removed: contributed to 8.2%] [added: was reflective] of [removed: our] [added: organic revenues] growth [added: of 5.7%] during fiscal [removed: 2023,] [added: 2024,] compared with the prior year.
Refer to Part II, Item [removed: 7.][added: 8.]
*Management's Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures,* of this Annual Report on Form 10-K for a [added: definition of organic revenues and a] reconciliation between revenues and organic revenues.
As of August 31, [removed: 2023,] [added: 2024,] organic annual subscription value ("Organic ASV") plus Professional Services totaled [removed: $2.2 billion,] [added: $2,272.8 million,] an increase of [removed: 7.1%] [added: 4.8%] over the prior year.
Organic ASV increased in all our segments, with the majority of the increase related to the [removed: Americas and, to a lesser extent, EMEA and Asia Pacific.][added: Americas.]
[removed: Operating] [added: Net] income for fiscal [removed: 2023] [added: 2024] was [removed: $629.2] [added: $537.1] million, an increase of [removed: 32.3% compared with] [added: 14.7% from] the prior year.
Operating margin increased [removed: in fiscal 2023] to [removed: 30.2%,] [added: 31.8% for fiscal 2024,] compared with [removed: 25.8%] [added: 30.2%] for fiscal [removed: 2022.][added: 2023.]
[removed: Operating margin increased] [added: This increase was] primarily due to growth in revenues and, when expressed as a percentage of revenues, a decrease in [removed: asset impairment charges,] employee compensation [removed: costs, professional fees, data] costs and [removed: occupancy costs,] [added: lower asset impairment charges,] partially offset by [removed: higher royalty fees] [added: charges related to a Massachusetts sales tax dispute ("Sales Tax Dispute")] and [added: an increase in] amortization of intangible assets.
Diluted earnings per common share ("Diluted EPS") [removed: increased 17.5%] [added: for fiscal 2024 was $13.91, an increase of 15.5%] compared with the prior year.
[removed: This] [added: The] increase in [removed: net] [added: Net] income and Diluted EPS [added: for fiscal 2024, compared with fiscal 2023,] was primarily [removed: due to higher operating income, partially offset] [added: driven] by [removed: an increase in the provision for income taxes and an increase in interest expense as a result of] higher [removed: outstanding debt compared to the prior year.][added: operating income.]
We returned [removed: $315.3] [added: $385.9] million to [added: our] stockholders in the form of share repurchases and dividends [removed: paid] during fiscal [removed: 2023.][added: 2024.]
Revenues from CGS are recognized based on geographic business activities in accordance with how our [removed: operating] segments are currently aligned.
[removed: Refer to] Note 6, *Acquisitions* [removed: and Note 12, *Debt*] in the Notes to the Consolidated Financial Statements included in [removed: Part II, Item 8.][added: this Annual Report on Form 10-K for further information.]
[removed: of] [added: Note 6, *Acquisitions* and Note 12, *Debt* in the Notes to the Consolidated Financial Statements included in] 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 Facilities, respectively.
We believe ASV reflects our ability to grow recurring revenues and generate positive cash [removed: flow] [added: flows,] and [added: thus] serves as a key indicator of the successful execution of our business strategy.
–"Professional Services" are revenues derived from project-based consulting and [removed: implementation,] [added: implementation services,] annualized over the past 12 months.
The following table presents the calculation of Organic ASV plus Professional Services as of August 31, [removed: 2023.][added: 2024.]
| *(dollar amounts in millions)* | | | As of August 31, [removed: 2023] [added: 2024] | | |
| As reported ASV plus Professional Services(1) | | | $ | [removed: 2,174.6] [added: 2,276.0] | |
| Currency impact(2) | | | [removed: 0.5] [added: (3.2)] | | |
We also offer managed services that operate as an extension of our clients' internal teams to support data, performance, risk and reporting workflows.
We operate our business through three reportable segments ("segments"): the Americas, EMEA and Asia Pacific.
During fiscal 2024, we revised our internal organization within each segment to offer data, products and analytical applications by firm type: Institutional Buyside, Dealmakers, Wealth, and Partnerships and CGS.
*Business - Business Overview* and *Business Strategy* and Part II, Item 8.
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Revenues increased due to higher demand and price increases primarily from workstations, data solutions and middle office solutions.
Organic ASV growth was driven by higher demand and price increases primarily from workstations and, to a lesser extent, CGS subscriptions, middle office solutions and data solutions.
Diluted EPS further increased as a result of lower diluted weighted average common shares outstanding compared with the prior year.
As of August 31, 2024, our client and user count was 8,217 and 216,381, respectively.
Our employee headcount was 12,398 as of August 31, 2024, up 1.3% compared to the prior year.
This increase was driven by net headcount growth in Asia Pacific of 3.7%, while the Americas and EMEA experienced a net headcount decrease of 4.8% and 2.0%, respectively.
Refer to Part II, Item 8.
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These higher sales and price increases were primarily attributable to workstations and, to a lesser extent, CGS subscriptions, middle office solutions and data solutions.
The Organic ASV increase in the Americas was driven by higher demand and price increases primarily from workstations and, to a lesser extent, CGS subscriptions.
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| Clients(1) | | | 8,217 | | | 7,921 | | | 3.7 | | % |
| Users | | | 216,381 | | | 189,972 | | | 13.9 | | % |
As of August 31, 2024, there were 216,381 professionals using FactSet, representing a net increase of 13.9% or 26,409 users in the last twelve months, primarily driven by an increase in wealth users.
As of August 31, 2024, we had 8,632 employees located in Asia Pacific, 2,367 in the Americas and 1,399 in EMEA.
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenues | | | | | | $ | 2,203,056 | | | | | $ | 2,085,508 | | | | | 5.6 | | % |
| Cost of services | | | | | | 1,011,945 | | | | | | 973,225 | | | | | | 4.0 | | % |
| Asset impairments | | | | | | 4,677 | | | | | | 25,946 | | | | | | (82.0) | | % |
| | | | | | | | | | | | | | | | | | | | | |
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Revenues in fiscal 2024 were $2,203.1 million, an increase of 5.6%.
This growth in revenues was primarily reflective of organic revenues growth of 5.7%, with organic revenues increasing to $2,203.7 million for fiscal 2024.
Revenues increased due to higher demand and price increases primarily from workstations, data solutions and middle office solutions.
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Americas | | | | | | $ | 1,419,901 | | | | | $ | 1,335,484 | | | | | 6.3 | | % |
| EMEA | | | | | | $ | 563,128 | | | | | $ | 539,843 | | | | | 4.3 | | % |
| Asia Pacific | | | | | | $ | 220,027 | | | | | $ | 210,181 | | | | | 4.7 | | % |
| Consolidated | | | | | | $ | 2,203,056 | | | | | $ | 2,085,508 | | | | | 5.6 | | % |
This growth in revenues was reflective of organic revenues growth of 6.3%.
The increase in revenues was driven by higher demand and price increases primarily from workstations and, to a lesser extent, CGS subscriptions.
The increase in revenues was driven by higher demand and price increases primarily from data solutions and middle office solutions.
The increase in revenues was driven by higher demand and price increases primarily from workstations, data solutions and middle office solutions.
For each of our segments, we execute our strategy through three workflow solutions: Research & Advisory; Analytics & Trading; and CTS.
CGS operates as part of CTS.
*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.
This increase was driven by additional sales in our workflow solutions, primarily in Analytics & Trading, followed by CTS and Research & Advisory.
Net income for fiscal 2023 was $468.2 million, an increase of 18.0% from the prior year.
Our clients and users reached new highs of 7,921 and 189,972, respectively, in fiscal 2023.
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.
We garnered multiple awards in fiscal 2023, with honors noted for research, risk, performance, trading and wealth management.
FactSet was honored by more than thirty industry awards and rankings reports, including winning “Trading Tech’s Best Cloud-Based Market Data Delivery Solution.”
During fiscal 2023, CGS functioned as part of the CTS workflow solution.
Prior year ASV now reflects additional CGS revenues not previously included.
Sales increased in Analytics & Trading mainly from our performance & reporting products, portfolio analytics solutions and portfolio & benchmark services.
CTS sales increased mainly from CGS and, to a lesser extent, data management solutions, company data and real time data.
Sales increased in Research & Advisory mainly due to higher demand for our workstations.
The Organic ASV increase in the Americas was primarily driven by increased sales from Analytics & Trading, followed by CTS and Research & Advisory.
| Clients(1) | | | 7,921 | | | 7,538 | | | 5.1 | | % |
| Users | | | 189,972 | | | 179,982 | | | 5.6 | | % |
We believe this increase is primarily due to our on- and off- platform workflow solutions, connected content and client-focused services.
As of August 31, 2023, there were 189,972 professionals using FactSet, representing a net increase of 5.6%, or 9,990 users, compared to the prior year, primarily driven by an increase from our wealth management firms and sell-side users from our banking clients.
Our COEs accounted for approximately 67% of our employees.
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.
of this Annual Report on Form 10-K.
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenues | | | | | | $ | 2,085,508 | | | | | $ | 1,843,892 | | | | | $ | 241,616 | | | | | 13.1 | | % |
| Cost of services | | | | | | 973,225 | | | | | | 871,106 | | | | | | 102,119 | | | | | | 11.7 | | % |
| Asset impairments | | | | | | 25,946 | | | | | | 64,272 | | | | | | (38,326) | | | | | | (59.6) | | % |
| Operating income | | | | | | $ | 629,207 | | | | | $ | 475,482 | | | | | $ | 153,725 | | | | | 32.3 | | % |
| Net income | | | | | | $ | 468,173 | | | | | $ | 396,917 | | | | | $ | 71,256 | | | | | 18.0 | | % |
| Diluted EPS | | | | | | $ | 12.04 | | | | | $ | 10.25 | | | | | $ | 1.79 | | | | | 17.5 | | % |
Revenues in fiscal 2023 were $2.1 billion, an increase of 13.1% compared to the prior year.
The increased revenues were supported by higher sales in all three of our workflow solutions, primarily in CTS (driven by inorganic revenues from CGS), and, to a lesser extent, by Analytics & Trading and Research & Advisory.
Organic revenues increased to $1,995.0 million for fiscal 2023, an 8.2% increase over the prior year.
*Management's Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures,* of this Annual Report on Form 10-K for further discussion on organic revenues.
| 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 | | % |
An excerpt. Shown here: 40 of 262 rewritten, 40 of 162 added and 40 of 155 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 FY2024 filing and the FY2023 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
19 rewritten, 14 added, 18 removed, 16 unchanged
[removed: We] [added: As we] operate [removed: on a global basis and] [added: globally, we] are exposed to the risk that our financial condition, results of operations and cash flows could be impacted by changes in foreign currency exchange rates.
[removed: As of August 31,] [added: During fiscal 2024 and] 2023, we maintained a series of foreign currency forward contracts to hedge a portion of our primary currency [removed: exposures of] [added: exposures, namely] the [removed: Indian Rupee, Euro,] British Pound [removed: Sterling] [added: Sterling, Euro, Indian Rupee] and Philippine Peso.
[removed: To mitigate our currency exposure, we] [added: We] entered into these contracts [added: with the intent] to hedge between 25% to 75% of [added: the currency exposure related to] our projected [removed: primary currency] operating [removed: expenses] [added: income in these primary currencies] over their respective hedge [removed: periods, which range from the first quarter of fiscal 2024 through the fourth quarter of fiscal 2024.][added: periods.]
We [removed: do not enter into] [added: utilize] cash flow hedges [added: to manage risk and not] for [removed: trading or] speculative [added: or trading] purposes.
| *(in thousands)* | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |
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, [removed: 2023,] [added: 2024,] relative to the other foreign currencies in which we transact.
[removed: Based on] [added: The sensitivity analysis indicated that a devaluation of] the [removed: financial results for fiscal 2023,] [added: U.S. dollar by 10% would have increased] the fair value of our outstanding forward contracts [removed: would have increased] by [removed: $17.0] [added: approximately $19] million [added: as of August 31, 2024] and [added: decreased] our operating income, excluding these forward contracts, [removed: would have decreased] by [removed: $42.9 million.][added: an estimated $43 million for fiscal 2024.]
[removed: of] [added: Note 5, *Derivative Instruments* in the Notes to the Consolidated Financial Statements included in] this Annual Report on Form 10-K for more information on our foreign currency exposures and our foreign currency forward contracts.
| Foreign currency translation adjustment gains (losses) | | | $ | [removed: 21,511] [added: 8,565] | | $ | [removed: (74,666)] [added: 21,511] | |
As of August 31, [removed: 2023,] [added: 2024,] we had Cash and cash equivalents of [removed: $425.4] [added: $423.0] million and Investments of [removed: $32.2] [added: $69.6] million.
Our Cash and cash equivalents consist of cash and highly liquid investments including demand deposits and money market [added: funds and our Investments consist of mutual] funds.
[removed: Refer to] Note 2, *Summary of Significant Accounting Policies* in the Notes to the Consolidated Financial Statements included in [removed: Part II, Item 8.][added: this Annual Report on Form 10-K for more information on our Cash and cash equivalents.]
As of August 31, [removed: 2023,] [added: 2024,] our outstanding variable interest rate debt included [removed: $375.0] [added: $125.0] million under the 2022 Term Facility and $250.0 million under the 2022 Revolving Facility.
[removed: During fiscal] [added: From the borrowing date through November 30,] 2023, the outstanding borrowings under the 2022 Credit Facilities bore interest at a rate equal to the applicable one-month Term SOFR [removed: rate] plus a [removed: spread using a debt leverage pricing grid, currently at] 1.1% [added: spread] (comprised of a 1.0% interest rate margin based on a debt leverage pricing grid plus [added: a] 0.1% credit spread adjustment).
To mitigate our exposure to interest rate volatility due to changes in SOFR, we entered into the 2022 Swap Agreement on March 1, 2022, to hedge a portion of our outstanding floating SOFR [removed: rate] debt with a fixed interest rate of 1.162%.
The notional amount of the [removed: 2022] [added: 2024] Swap Agreement declines by [removed: $100.0] [added: $50.0] million on a quarterly basis beginning May 31, [removed: 2022.][added: 2024 and matures on February 28, 2025.]
As of August 31, [removed: 2023,] [added: 2024,] the notional amount of the [removed: 2022] [added: 2024] Swap Agreement was [removed: $200.0 million, maturing on February 28, 2024.][added: $100.0 million.]
[removed: As our] [added: Our] Senior Notes have a fixed interest [removed: rate, they] [added: rate and] are not subject to interest rate [removed: changes.][added: change.]
Assuming [removed: all terms] [added: the principal balance] of our outstanding [removed: long-term debt remained] [added: variable rate debt, net of] the [removed: same,] [added: 2024 Swap Agreement, remained at $275.0 million,] a hypothetical 25 basis point change (up or down) in the one-month SOFR would result in [removed: a $1.1] [added: an approximate $1] million change to our annual interest [removed: expense.][added: expense as of August 31, 2024.]
As of August 31, 2024, the hedge maturity periods of our outstanding foreign currency forward contracts range from the first quarter of fiscal 2025 through the fourth quarter of fiscal 2025.
Foreign currency exchange rate fluctuations, net of hedge activity, decreased operating income by $3.1 million during fiscal 2024, when compared to fiscal 2023.
Refer to Part II, Item 8.
We are exposed to interest rate risk through fluctuations of interest rates on these investments.
Refer to Part II, Item 8.
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From December 1, 2023 through August 31, 2024, the spread decreased to 0.975% (comprised of a 0.875% interest rate margin based on a debt leverage pricing grid plus a 0.1% credit spread adjustment).
The 2022 Swap Agreement matured on February 28, 2024.
To continue to hedge our outstanding floating SOFR debt, on March 1, 2024, we entered into the 2024 Swap Agreement with a notional amount of $200.0 million at a fixed interest rate of 5.145%.
As such, our interest rate exposure is limited to the outstanding principal balance of our variable rate debt under our 2022 Credit Facilities in excess of our swap agreements.
As of August 31, 2024, our interest rate exposure on our variable rate debt, net of our 2024 Swap Agreement, was $275.0 million.
Refer to Part II, Item 8.
Note 5, *Derivative Instruments* and Note 12, *Debt* in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for more information on our swap agreements and outstanding borrowings.
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The changes in fair value for these foreign currency forward contracts are initially reported as a component of Accumulated other comprehensive loss ("AOCL") on the Consolidated Balance Sheets and subsequently reclassified into SG&A in the Consolidated Statements of Income when the hedged exposure affects earnings.
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, | | | | | |
| 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.
Refer to Note 5, *Derivative Instruments* 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)
Our Investments consist of mutual funds.
We are exposed to interest rate risk due to fluctuations in interest rates, which may affect our interest income and the fair market value of our investments.
of this Annual Report on Form 10-K for more information on our cash and cash equivalents.
The spread remained consistent from the date of borrowing through August 31, 2023.
Effective December 30, 2022, we apportioned the then-outstanding notional amount of the 2022 Swap Agreement between two counterparties.
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.
of this Annual Report on Form 10-K for more information on our outstanding borrowings as of August 31, 2023.
Item 1. BUSINESS
98 rewritten, 64 added, 120 removed, 118 unchanged
As of August 31, [removed: 2023,] [added: 2024,] we had [removed: nearly 8,000] [added: more than 8,200] clients comprised of [removed: almost 190,000] [added: over 216,000] investment professionals, including [added: institutional] asset managers, bankers, wealth managers, asset owners, partners, hedge funds, corporate [removed: users] [added: users,] and private equity [removed: &] [added: and] venture capital professionals.
Our revenues are primarily derived from subscriptions to our multi-asset class data and solutions powered by our connected [removed: content, referred to as our "content refinery." Our products and services include workstations, portfolio analytics] [added: data] and [removed: enterprise solutions.][added: technology platform.]
We drive our business based on [removed: our] detailed understanding of our clients’ workflows, which helps us to solve their most complex challenges.
We provide financial data and market intelligence on securities, companies, industries and people to enable our clients to research investment [removed: ideas, as well as to] [added: ideas and] analyze, monitor and manage their portfolios.
Our [removed: on- and off-platform] solutions span the investment [removed: life cycle] [added: lifecycle] of investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting.
We provide open and flexible technology offerings, including a configurable desktop and mobile platform, comprehensive data feeds, cloud-based digital [removed: solutions] [added: solutions,] and application programming interfaces ("APIs").
[removed: Our] [added: The] CUSIP Global Services ("CGS") business supports security master files relied on by the investment industry for critical front, middle and back-office functions.
[removed: Our platform] [added: All of our platforms] and solutions are supported by our dedicated client service team.
[removed: Refer to] Note 18, *Segment [removed: Information*,] [added: Information,*] in the Notes to the Consolidated Financial Statements included in [removed: Part II, Item 8.][added: this Annual Report on Form 10-K for more information on our segments and CODM.]
FactSet [added: Research Systems Inc. and its wholly-owned subsidiaries (collectively, "we," "our," "us," the "Company" or "FactSet")] was founded in 1978 and has been publicly traded since June 1996.
[removed: By offering personalized digital products, we] [added: We] strive to be a trusted [added: enterprise] partner and service [removed: provider,] [added: provider to our clients across the financial services spectrum,] delivering relevant [added: intelligence,] insights and [removed: research ideas] [added: execution solutions] tailored to our [removed: clients' specific] [added: clients’] business models.
- Expanding our [removed: Digital Platform:] [added: data offerings:] We [removed: are scaling] [added: continue to scale] up our [removed: content refinery] [added: data ecosystem] to provide a comprehensive inventory of industry, proprietary and third-party data.
This includes granular data for key industry verticals, real-time [added: market] data, fund data and sustainable finance.
We believe that our breadth of high-quality, connected [removed: content] [added: data] will [removed: be a] [added: serve as] critical raw material for large language models.
[removed: Research & Advisory] [added: Dealmakers] delivers [removed: essential content and] workflow solutions [removed: in one flexible platform] for investment bankers, [removed: wealth advisors, buy and] sell-side [added: research] analysts, corporate users, [removed: portfolio managers] [added: investor relations officers,] and [removed: investment relationship] [added: private equity and venture capital] professionals.
[removed: Our Research & Advisory solutions also] [added: We] offer global [removed: coverage,] [added: coverage of public and private markets, granular industry metrics,] deep history, and transparency through proprietary and third-party sourced databases.
[removed: Our RMS and advisory solutions also enable our wealth] [added: Wealth] clients [added: use our advisory tools] to provide [removed: market-leading] support for their businesses, including home office, advisory, and client engagement work.
[removed: Analytics & Trading] [added: Institutional Buyside] offers [removed: comprehensive] [added: multi-asset class] solutions to [removed: institutional] [added: global] asset [removed: managers and] [added: managers,] asset owners [added: and hedge fund professionals] across the investment portfolio [removed: life cycle.][added: lifecycle.]
[removed: Through CGS, we are] [added: CGS] also [removed: the exclusive issuer of the Committee on Uniform Security Identification Procedures ("CUSIP") and CUSIP International Number System ("CINS") identifiers globally, acting] [added: acts] as the official numbering agency for International Securities Identification Number ("ISIN") identifiers in the United States and as a substitute [removed: number] [added: ISIN] agency for more than 30 other countries.
We [removed: have a] [added: believe organization by firm type better aligns with our clients, the] long-term view of our business and [removed: are committed] [added: our commitment] to investing for growth and efficiency.
[removed: It] [added: This firm type] 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 middle office on-platform solutions are designed for performance measurement, attribution, risk management, and reporting [removed: capabilities.][added: capabilities, and are complimented by our middle office managed services.]
In addition to our [removed: platform] [added: on-platform workstation] offerings, we offer comprehensive off-platform [removed: content] [added: data] and technology solutions including data feeds, APIs, and programmatic access for clients to engage with us in the environment best suited to them.
We provide comprehensive solutions to our clients including workstations, data feeds, APIs, proprietary and third-party [removed: content,] [added: data,] and productivity tools for Microsoft® Office.
We also deliver [removed: firm-type] [added: firm type] tailored solutions for [removed: CRM] [added: client relationship management ("CRM")] and [removed: RMS] [added: research management solutions ("RMS")] for research authoring and publishing.
[removed: These] [added: Our] tools are used to monitor investments, generate ideas, analyze companies and markets, perform fundamental research, and build and distribute presentations.
Wealth delivers comprehensive solutions to wealth management clients including our web-based workstation, [removed: advisor dashboards,] [added: book-of-business dashboards for advisors,] data feeds, APIs, proprietary and third-party [removed: content,] [added: data,] and productivity tools for Microsoft® Office.
We continue to focus on expanding our [removed: content] [added: relevant data offerings] and increasing workflow efficiency for [removed: wealth-management] [added: wealth management] firms.
Partnerships delivers solutions [removed: including off-platforms (feeds,] [added: such as data and technology solutions (including feeds and] APIs), workstations, and digital or analytics solutions to [removed: other] firms in the financial services ecosystem including [removed: content providers, financial exchanges] [added: data, analytics] and [removed: rating agencies.][added: technology platform providers.]
FactSet [removed: Clients][added: Clients and Users]
Buy-side clients continue to shift toward multi-asset class investment [removed: strategies,] [added: strategies and investing in their front- and middle office solutions,] where we are well-positioned to be a partner of choice.
Buy-side clients primarily include [added: institutional] asset managers, wealth managers, asset owners, partners, hedge funds and corporate [removed: firms.][added: clients.]
These clients access our multi-asset class tools through our workstations, analytics [removed: &] [added: and] trading tools, proprietary and third-party content, data feeds, APIs and portfolio services.
Buy-side clients accounted for [added: approximately] 82% of our [removed: organic] [added: Organic] ASV as of August 31, [removed: 2023.][added: 2024.]
Refer to Part II, Item [removed: 7.][added: 8.]
These firms primarily include broker-dealers, banking [removed: &] [added: and] advisory [added: firms,] and private equity [removed: &] [added: and] venture capital firms.
Sell-side clients accounted for [added: approximately] 18% of our [removed: organic] [added: Organic] ASV as of August 31, [removed: 2023.][added: 2024.]
[removed: Annual] [added: For the year ended August 31, 2024, annual] ASV retention was greater than 95% [removed: for the year ended August 31, 2023 and August 31, 2022.][added: and, when expressed as a percentage of clients, annual retention was approximately 90%.]
[added: - Americas:] The Americas segment [removed: serves] [added: primarily sells to] clients in North, Central and South America.
In the Americas, we have offices in [removed: 12] [added: nine] states in the United States ("U.S."), including our corporate headquarters [added: located] in Norwalk, Connecticut.
FactSet is a global financial digital platform and enterprise solutions provider with open and flexible technologies that aims to supercharge financial intelligence.
Our products and services include workstations, portfolio analytics and enterprise data solutions.
We also offer managed services that operate as an extension of our clients' internal teams to support data, performance, risk and reporting workflows.
During fiscal 2024, we revised our internal organization within each segment to offer data, products and analytical applications by firm type: Institutional Buyside, Dealmakers, Wealth, and Partnerships and CGS.
As our chief operating decision maker ("CODM") continues to review our business and operating results based on our segments, the realignment of our internal organization by firm type did not impact our segments for fiscal 2024.
Segments
Our segment revenues are based on the geographic region where the sale originated:
Additionally, we have data centers in two states in the U.S. and an office in each of Brazil and Canada.
Revenues from the Americas represented 64% of total revenues during fiscal 2024.
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Revenues from EMEA represented 26% of total revenues during fiscal 2024.
Revenues from Asia Pacific represented 10% of total revenues during fiscal 2024.
Firm Types
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To execute our strategy, we are focused on three core pillars and primary areas of investment:
In addition to using our growing data catalog to power our AI-powered workstation products, we aim to continue to expand our data delivery capabilities in the cloud and through other methods to advance our position as an enterprise data provider for our clients.
- Embedding deeper in client workflows: Through continued innovation, we aim to deepen our integration into our clients' workflows.
We are focused on expanding further into the buy-side front office by leveraging our expertise in portfolio performance, analytics, and risk management.
In addition, we are building on our strong presence on advisor desktops by expanding into prospecting and digital reporting workflows.
We are also working to introduce next-generation automation in research, financial modeling, and pitch creation.
- Innovating with AI: Our artificial intelligence roadmap, driven by our FactSet AI Blueprint, continues to resonate with our clients.
We recently launched new AI-powered solutions for generating portfolio performance commentary, analyzing earnings call transcripts, and requesting FactSet data using natural language queries in client-built environments and chatbots.
We believe that our pragmatic, open and flexible approach to leveraging AI to enhance our clients’ workflows will differentiate FactSet from our competitors and drive growth.
Revenues and Annual Subscription Value ("ASV")
The majority of our revenues are derived from client access to our multi-asset solutions powered by our platform of connected data and technology that is available over the contractual term.
We offer expansive data, sophisticated analytics, and flexible technology through our platform.
We believe ASV reflects our ability to grow recurring revenues and generate positive cash flows, and thus serves as a key indicator of the successful execution of our business strategy.
ASV at any point in time represents our forward-looking revenues for the next 12 months from all subscription services currently being supplied to clients.
Organic ASV represents ASV excluding ASV from acquisitions and dispositions within the last 12 months and the effects of foreign currency movements.
We had 8,217 clients and 216,381 professionals using FactSet as of August 31, 2024.
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*Our Employees*
The survey empowers employees to share feedback on a range of topics, including workplace culture, job satisfaction, leadership, career opportunities, employee well-being, compensation and benefits, team collaboration, and communication.
Senior leadership and managers review the aggregated results to identify key areas of focus and formulate strategies to enhance employee experiences, satisfaction, and overall effectiveness.
In our fiscal 2024 employee engagement survey, we achieved an 89% response rate, which is substantially higher than the third-party response benchmark.
Our score for 'Action Taking' was above the benchmark, indicating employee confidence that meaningful action will be taken as a result of the survey, reflecting the work we’ve done in previous years to improve employee engagement based on survey results.
The BRGs are supported by senior leaders who serve as executive sponsors.
During fiscal 2024, we continued to publish our workforce demographics and annual EEO-1 Federal data in our Sustainability Report.
*Hybrid Workforce*
FactSet Research Systems Inc. and its wholly-owned subsidiaries (collectively, "we," "our," "us," the "Company" or "FactSet") is a global financial digital platform and enterprise solutions provider with open and flexible products that drive the investment community to see more, think bigger and do its best work.
of this Annual Report on Form 10-K for further discussion.
For each of our segments, we execute our strategy through three workflow solutions: Research & Advisory; Analytics & Trading; and Content & Technology Solutions ("CTS").
CGS operates as part of CTS.
Our strategy is to build the leading open content and analytics platform and powerful enterprise solutions that deliver a differentiated advantage for our clients’ success.
To execute our strategy, we have outlined the following key initiatives:
Through an open ecosystem of cloud-based data and analytics, we aim to offer flexible solutions and content accessible through various delivery methods.
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.
- 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)
- Fostering a Growth Mindset: We prioritize recruiting, training and empowering a diverse and efficient workforce.
We are driving sustainable growth by investing in talent that can create leading technological solutions and efficiently execute our strategy.
Additionally, strategic partnerships and acquisitions help to accelerate our expansion in key areas.
We executed on our growth strategy during fiscal 2023 by offering data, products and analytical applications for three workflow solutions: Research & Advisory; Analytics & Trading; and CTS.
Research & Advisory
Our workstation, advisor dashboard, research management solutions ("RMS"), and FactSet for client relationship management ("CRM") enable our clients to personalize and automate their workflows.
These tools provide insight and efficiency for idea generation, company and market analysis, fundamental research, presentation building and distribution, and research management.
These solutions provide deep company and sector-specific analyses, spanning the public and private markets.
Our solutions easily integrate with our clients’ technology, offering additional flexibility through mobile, API, data feeds and web-based components.
Analytics & Trading
Our front office tools connect fundamental and quantitative research, portfolio construction, order management and trade execution.
These outputs seamlessly integrate with advanced middle office workflows, including portfolio attribution, performance measurement, risk management, and reporting.
Our flexible and open framework supports both proprietary and third-party models, connected data, analytics and reporting.
Whether deployed as a multi-asset class enterprise system or individual workflow components, our platform and APIs meet the diverse needs of multi-asset class investing.
Additionally, our tools can integrate client holdings data with global market data to power our investment portfolio life cycle workflows.
CTS
CTS focuses on delivering data directly to our clients by leveraging our core content and technology.
Clients can seamlessly discover, explore, and access organized and connected content via multiple delivery channels.
Whether a client needs market data, company data, alternative data, customized client facing digital solutions or data elements uniquely identifying financial instruments, we provide structured data through a variety of technologies, including APIs and cloud infrastructures.
Through our data management solutions ("DMS"), we provide entity mapping and integration of client data.
Our symbology links and aggregates a diverse set of content sources to ensure consistency, transparency, and data integrity.
We empower our clients to centralize, integrate, and analyze disparate data sources for faster and more cost-effective decision making.
Given this integration capability, our clients can then choose their preferred cloud infrastructure, industry standard databases, programming languages and data visualization tools.
Revised Organizational Approach
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:
An excerpt. Shown here: 40 of 98 rewritten, 40 of 64 added and 40 of 120 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2024 filing and the FY2023 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 1 added, 2 removed, 3 unchanged
[removed: Refer to] Note 13, *Commitments and Contingencies* in the Notes to the Consolidated Financial Statements included in [removed: Part II, Item 8.][added: this Annual Report on Form 10-K, for more information on contingent matters.]
Refer to 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
27 rewritten, 14 added, 10 removed, 69 unchanged
For the fiscal year ended August 31, [removed: 2023][added: 2024]
[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 [removed: 28, 2023,] [added: 29, 2024,] 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: $15,868,442,481.][added: $17,602,720,964.]
As of October [removed: 20, 2023,] [added: 21, 2024,] there were [removed: 37,988,456] [added: 37,988,845] 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: 2023] [added: 2024] Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after August 31, [removed: 2023.][added: 2024.]
For The Fiscal Year Ended August 31, [removed: 2023][added: 2024]
[removed: | | | | [ITEM 1.](#i9b713e505d914aeaad78bf0b0223ad08_13) | | | [Business](#i9b713e505d914aeaad78bf0b0223ad08_13) | | | [5](#i9b713e505d914aeaad78bf0b0223ad08_13) | | |][added: *Business,* Part I, Item 1A.]
[removed: | | | | [ITEM 1A.](#i9b713e505d914aeaad78bf0b0223ad08_16) | | | [Risk Factors](#i9b713e505d914aeaad78bf0b0223ad08_16) | | | [16](#i9b713e505d914aeaad78bf0b0223ad08_16) | | |][added: *Risk Factors,* Part II, Item 7.]
| | | | [removed: [ITEM 1B.](#i9b713e505d914aeaad78bf0b0223ad08_19)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_19)[tem](#i852a5a1bf40e40f19d8119be683f4e54_19) [1B.](#i852a5a1bf40e40f19d8119be683f4e54_19)] | | | [Unresolved Staff [removed: Comments](#i9b713e505d914aeaad78bf0b0223ad08_19)] [added: Comments](#i852a5a1bf40e40f19d8119be683f4e54_19)] | | | [removed: [25](#i9b713e505d914aeaad78bf0b0223ad08_19)] [added: [22](#i852a5a1bf40e40f19d8119be683f4e54_19)] | | |
| | | | [removed: [ITEM 4.](#i9b713e505d914aeaad78bf0b0223ad08_28)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_31)[tem](#i852a5a1bf40e40f19d8119be683f4e54_31) [4.](#i852a5a1bf40e40f19d8119be683f4e54_31)] | | | [Mine Safety [removed: Disclosures](#i9b713e505d914aeaad78bf0b0223ad08_28)] [added: Disclosures](#i852a5a1bf40e40f19d8119be683f4e54_31)] | | | [removed: [27](#i9b713e505d914aeaad78bf0b0223ad08_28)] [added: [25](#i852a5a1bf40e40f19d8119be683f4e54_31)] | | |
| | | | [removed: [ITEM 5.](#i9b713e505d914aeaad78bf0b0223ad08_34)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_37)[tem](#i852a5a1bf40e40f19d8119be683f4e54_37) [5.](#i852a5a1bf40e40f19d8119be683f4e54_37)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i9b713e505d914aeaad78bf0b0223ad08_34)] [added: Securities](#i852a5a1bf40e40f19d8119be683f4e54_37)] | | | [removed: [28](#i9b713e505d914aeaad78bf0b0223ad08_34)] [added: [26](#i852a5a1bf40e40f19d8119be683f4e54_37)] | | |
| | | | [removed: [ITEM 7.](#i9b713e505d914aeaad78bf0b0223ad08_40)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_43)[tem](#i852a5a1bf40e40f19d8119be683f4e54_43) [7.](#i852a5a1bf40e40f19d8119be683f4e54_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i9b713e505d914aeaad78bf0b0223ad08_40)] [added: Operations](#i852a5a1bf40e40f19d8119be683f4e54_43)] | | | [removed: [30](#i9b713e505d914aeaad78bf0b0223ad08_40)] [added: [28](#i852a5a1bf40e40f19d8119be683f4e54_43)] | | |
| | | | [removed: [ITEM 7A.](#i9b713e505d914aeaad78bf0b0223ad08_70)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_76)[tem](#i852a5a1bf40e40f19d8119be683f4e54_76) [7A.](#i852a5a1bf40e40f19d8119be683f4e54_76)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i9b713e505d914aeaad78bf0b0223ad08_70)] [added: Risk](#i852a5a1bf40e40f19d8119be683f4e54_76)] | | | [removed: [49](#i9b713e505d914aeaad78bf0b0223ad08_70)] [added: [46](#i852a5a1bf40e40f19d8119be683f4e54_76)] | | |
| | | | [removed: [ITEM 8.](#i9b713e505d914aeaad78bf0b0223ad08_73)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_79)[tem](#i852a5a1bf40e40f19d8119be683f4e54_79) [8.](#i852a5a1bf40e40f19d8119be683f4e54_79)] | | | [Financial Statements and Supplementary [removed: Data](#i9b713e505d914aeaad78bf0b0223ad08_73)] [added: Data](#i852a5a1bf40e40f19d8119be683f4e54_79)] | | | [removed: [51](#i9b713e505d914aeaad78bf0b0223ad08_73)] [added: [48](#i852a5a1bf40e40f19d8119be683f4e54_79)] | | |
| | | | [removed: [ITEM 9.](#i9b713e505d914aeaad78bf0b0223ad08_166)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_166)[tem](#i852a5a1bf40e40f19d8119be683f4e54_166) [9.](#i852a5a1bf40e40f19d8119be683f4e54_166)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i9b713e505d914aeaad78bf0b0223ad08_166)] [added: Disclosure](#i852a5a1bf40e40f19d8119be683f4e54_166)] | | | [removed: [95](#i9b713e505d914aeaad78bf0b0223ad08_166)] [added: [94](#i852a5a1bf40e40f19d8119be683f4e54_166)] | | |
| | | | [removed: [ITEM 9A.](#i9b713e505d914aeaad78bf0b0223ad08_169)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_169)[tem](#i852a5a1bf40e40f19d8119be683f4e54_169) [9A.](#i852a5a1bf40e40f19d8119be683f4e54_169)] | | | [Controls and [removed: Procedures](#i9b713e505d914aeaad78bf0b0223ad08_169)] [added: Procedures](#i852a5a1bf40e40f19d8119be683f4e54_169)] | | | [removed: [96](#i9b713e505d914aeaad78bf0b0223ad08_169)] [added: [94](#i852a5a1bf40e40f19d8119be683f4e54_169)] | | |
| | | | [removed: [ITEM 9B.](#i9b713e505d914aeaad78bf0b0223ad08_172)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_172)[tem](#i852a5a1bf40e40f19d8119be683f4e54_172) [9B.](#i852a5a1bf40e40f19d8119be683f4e54_172)] | | | [Other [removed: Information](#i9b713e505d914aeaad78bf0b0223ad08_172)] [added: Information](#i852a5a1bf40e40f19d8119be683f4e54_172)] | | | [removed: [96](#i9b713e505d914aeaad78bf0b0223ad08_172)] [added: [95](#i852a5a1bf40e40f19d8119be683f4e54_172)] | | |
| [PART [removed: III](#i9b713e505d914aeaad78bf0b0223ad08_175)] [added: III](#i852a5a1bf40e40f19d8119be683f4e54_175)] | | | | | | | | | | | |
| | | | [removed: [ITEM 10.](#i9b713e505d914aeaad78bf0b0223ad08_178)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_178)[tem](#i852a5a1bf40e40f19d8119be683f4e54_178) [10.](#i852a5a1bf40e40f19d8119be683f4e54_178)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i9b713e505d914aeaad78bf0b0223ad08_178)] [added: Governance](#i852a5a1bf40e40f19d8119be683f4e54_178)] | | | [removed: [97](#i9b713e505d914aeaad78bf0b0223ad08_178)] [added: [96](#i852a5a1bf40e40f19d8119be683f4e54_178)] | | |
| | | | [removed: [ITEM 11.](#i9b713e505d914aeaad78bf0b0223ad08_181)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_181)[tem](#i852a5a1bf40e40f19d8119be683f4e54_181) [11.](#i852a5a1bf40e40f19d8119be683f4e54_181)] | | | [Executive [removed: Compensation](#i9b713e505d914aeaad78bf0b0223ad08_181)] [added: Compensation](#i852a5a1bf40e40f19d8119be683f4e54_181)] | | | [removed: [97](#i9b713e505d914aeaad78bf0b0223ad08_181)] [added: [96](#i852a5a1bf40e40f19d8119be683f4e54_181)] | | |
| | | | [removed: [ITEM 12.](#i9b713e505d914aeaad78bf0b0223ad08_184)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_184)[tem](#i852a5a1bf40e40f19d8119be683f4e54_184) [12.](#i852a5a1bf40e40f19d8119be683f4e54_184)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i9b713e505d914aeaad78bf0b0223ad08_184)] [added: Matters](#i852a5a1bf40e40f19d8119be683f4e54_184)] | | | [removed: [97](#i9b713e505d914aeaad78bf0b0223ad08_184)] [added: [96](#i852a5a1bf40e40f19d8119be683f4e54_184)] | | |
| | | | [removed: [ITEM 13.](#i9b713e505d914aeaad78bf0b0223ad08_187)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_187)[tem](#i852a5a1bf40e40f19d8119be683f4e54_187) [13.](#i852a5a1bf40e40f19d8119be683f4e54_187)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i9b713e505d914aeaad78bf0b0223ad08_187)] [added: Independence](#i852a5a1bf40e40f19d8119be683f4e54_187)] | | | [removed: [97](#i9b713e505d914aeaad78bf0b0223ad08_187)] [added: [96](#i852a5a1bf40e40f19d8119be683f4e54_187)] | | |
| | | | [removed: [ITEM 14.](#i9b713e505d914aeaad78bf0b0223ad08_190)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_190)[tem](#i852a5a1bf40e40f19d8119be683f4e54_190) [14.](#i852a5a1bf40e40f19d8119be683f4e54_190)] | | | [Principal Accounting Fees and [removed: Services](#i9b713e505d914aeaad78bf0b0223ad08_190)] [added: Services](#i852a5a1bf40e40f19d8119be683f4e54_190)] | | | [removed: [98](#i9b713e505d914aeaad78bf0b0223ad08_190)] [added: [97](#i852a5a1bf40e40f19d8119be683f4e54_190)] | | |
| [PART [removed: IV](#i9b713e505d914aeaad78bf0b0223ad08_193)] [added: IV](#i852a5a1bf40e40f19d8119be683f4e54_193)] | | | | | | | | | | | |
| | | | [removed: [ITEM 15.](#i9b713e505d914aeaad78bf0b0223ad08_196)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_196)[tem](#i852a5a1bf40e40f19d8119be683f4e54_196) [15.](#i852a5a1bf40e40f19d8119be683f4e54_196)] | | | [Exhibits, Financial Statement [removed: Schedules](#i9b713e505d914aeaad78bf0b0223ad08_196)] [added: Schedules](#i852a5a1bf40e40f19d8119be683f4e54_196)] | | | [removed: [99](#i9b713e505d914aeaad78bf0b0223ad08_196)] [added: [98](#i852a5a1bf40e40f19d8119be683f4e54_196)] | | |
| | | | [removed: [ITEM 16.](#i9b713e505d914aeaad78bf0b0223ad08_208)] [added: [I](#i852a5a1bf40e40f19d8119be683f4e54_208)[tem](#i852a5a1bf40e40f19d8119be683f4e54_208) [16.](#i852a5a1bf40e40f19d8119be683f4e54_208)] | | | [Form 10-K [removed: Summary](#i9b713e505d914aeaad78bf0b0223ad08_208)] [added: Summary](#i852a5a1bf40e40f19d8119be683f4e54_208)] | | | [removed: [101](#i9b713e505d914aeaad78bf0b0223ad08_208)] [added: [100](#i852a5a1bf40e40f19d8119be683f4e54_208)] | | |
FactSet Research Systems Inc. has made statements under the captions [added: Part I,] Item 1.
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
| [PART I](#i852a5a1bf40e40f19d8119be683f4e54_10) | | | | | | | | | | | |
| | | | [I](#i852a5a1bf40e40f19d8119be683f4e54_13)[tem](#i852a5a1bf40e40f19d8119be683f4e54_13) [1.](#i852a5a1bf40e40f19d8119be683f4e54_13) | | | [Business](#i852a5a1bf40e40f19d8119be683f4e54_13) | | | [5](#i852a5a1bf40e40f19d8119be683f4e54_13) | | |
| | | | [I](#i852a5a1bf40e40f19d8119be683f4e54_16)[tem](#i852a5a1bf40e40f19d8119be683f4e54_16) [1A.](#i852a5a1bf40e40f19d8119be683f4e54_16) | | | [Risk Factors](#i852a5a1bf40e40f19d8119be683f4e54_16) | | | [13](#i852a5a1bf40e40f19d8119be683f4e54_16) | | |
| | | | [I](#i852a5a1bf40e40f19d8119be683f4e54_22)[tem](#i852a5a1bf40e40f19d8119be683f4e54_22) [1C](#i852a5a1bf40e40f19d8119be683f4e54_22). | | | [Cybersecurity](#i852a5a1bf40e40f19d8119be683f4e54_22) | | | [22](#i852a5a1bf40e40f19d8119be683f4e54_22) | | |
| | | | [I](#i852a5a1bf40e40f19d8119be683f4e54_25)[tem](#i852a5a1bf40e40f19d8119be683f4e54_25) [2.](#i852a5a1bf40e40f19d8119be683f4e54_25) | | | [Properties](#i852a5a1bf40e40f19d8119be683f4e54_25) | | | [24](#i852a5a1bf40e40f19d8119be683f4e54_25) | | |
| | | | [I](#i852a5a1bf40e40f19d8119be683f4e54_28)[tem](#i852a5a1bf40e40f19d8119be683f4e54_28) [3.](#i852a5a1bf40e40f19d8119be683f4e54_28) | | | [Legal Proceedings](#i852a5a1bf40e40f19d8119be683f4e54_28) | | | [25](#i852a5a1bf40e40f19d8119be683f4e54_28) | | |
| [PART II](#i852a5a1bf40e40f19d8119be683f4e54_34) | | | | | | | | | | | |
| | | | [I](#i852a5a1bf40e40f19d8119be683f4e54_40)[tem](#i852a5a1bf40e40f19d8119be683f4e54_40) [6.](#i852a5a1bf40e40f19d8119be683f4e54_40) | | | [Reserved](#i852a5a1bf40e40f19d8119be683f4e54_40) | | | [27](#i852a5a1bf40e40f19d8119be683f4e54_40) | | |
| [SIGNATURES](#i852a5a1bf40e40f19d8119be683f4e54_211) | | | | | | | | | [101](#i852a5a1bf40e40f19d8119be683f4e54_211) | | |
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_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) | | |
| | | | [ITEM 2.](#i9b713e505d914aeaad78bf0b0223ad08_22) | | | [Properties](#i9b713e505d914aeaad78bf0b0223ad08_22) | | | [25](#i9b713e505d914aeaad78bf0b0223ad08_22) | | |
| | | | [ITEM 3.](#i9b713e505d914aeaad78bf0b0223ad08_25) | | | [Legal Proceedings](#i9b713e505d914aeaad78bf0b0223ad08_25) | | | [26](#i9b713e505d914aeaad78bf0b0223ad08_25) | | |
| [PART II](#i9b713e505d914aeaad78bf0b0223ad08_31) | | | | | | | | | | | |
| | | | [ITEM 6.](#i9b713e505d914aeaad78bf0b0223ad08_37) | | | [Reserved](#i9b713e505d914aeaad78bf0b0223ad08_37) | | | [29](#i9b713e505d914aeaad78bf0b0223ad08_37) | | |
| [SIGNATURES](#i9b713e505d914aeaad78bf0b0223ad08_211) | | | | | | | | | [102](#i9b713e505d914aeaad78bf0b0223ad08_211) | | |
*Business,* Item 1A.
*Risk Factors,* Item 7.
Item 1C. CYBERSECURITY
2 rewritten, 33 added, 2 removed, 1 unchanged
[removed: FactSet’s] [added: We maintain an] information security program [removed: is managed by] [added: with] a dedicated [removed: Chief Information Security Officer (“CISO”), whose] [added: internal] team [added: that] is [removed: responsible for] [added: tasked with] leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes.
Our [added: information security] program is regularly evaluated by internal and external experts with the results of those reviews reported to senior [removed: management] [added: management, including the ELT] and the [removed: Board.][added: FactSet Board of Directors (the "Board").]
Cybersecurity Risk Management and Strategy
FactSet recognizes the importance of identifying, assessing, and managing material risks associated with cybersecurity threats.
These risks include, among other things, operational risks, intellectual property theft, fraud, extortion, violation of data privacy or cybersecurity laws, legal and regulatory risks, and reputational risks.
Our information security team is responsible for identifying, assessing, managing, and responding to cybersecurity risks, threats and incidents relating to the protection of our information assets, systems, and operations.
The information security team also oversees the detection, prevention, mitigation, and remediation of all cybersecurity incidents.
Our information security program is managed by a dedicated Chief Information Security Officer ("CISO") who reports to our Chief Technology Officer, a member of our Executive Leadership Team ("ELT").
Our current acting CISO has a graduate degree in computer engineering and has worked in cybersecurity for over a decade.
The information security team is comprised of approximately 60 employees, with dedicated teams assigned to governance, risk and compliance, identity and access management, strategy and architecture, and analytics and automation.
The team operates from FactSet locations around the world, including offices in the U.S., India, the Philippines, and Europe.
FactSet's information security and governance framework is guided by International Organization for Standardization ("ISO") 27002 and System and Organization Control ("SOC") 2 Trust Service Criteria.
We also have implemented the National Institute of Standards and Technology ("NIST") Cybersecurity Framework.
Cybersecurity risk management is integrated into our broader Enterprise Risk Management ("ERM") framework.
FactSet's ERM program is designed to identify, prioritize, and assess the most significant risks that could impact our ability to achieve our strategic business objectives.
ERM activities include conducting enterprise risk assessments to better understand risk exposures, emerging risks, and steps that management has taken to monitor and control such exposures.
Our information security leadership team, in concert with our ERM team, reviews our oversight of cybersecurity risks at least annually through our enterprise risk assessment process.
FactSet's information security program is grounded in a risk-based approach.
Our information security team undertakes various activities to assess, identify, and manage risks from cybersecurity threats, including managing security controls, conducting penetration testing, leading training and tabletop exercises, and conducting internal and external vulnerability assessments.
Findings from our internal and external vulnerability assessments are classified using a combination of scores and internal business metrics.
Findings are remediated commensurate with the respective risk rating.
FactSet's IT Risk Management Policy includes severity-based escalation requirements designed to ensure proper management-level visibility and evaluation of risk issues, regardless of the source of that risk.
We have processes to identify and mitigate cybersecurity risks stemming from our relationships with third parties, including protocols to assess vendors' cybersecurity programs before we engage them and to monitor vendors, once engaged, for ongoing compliance with our cybersecurity standards.
We also have an incident response plan that provides procedures for how we can detect, respond to, and recover from potential cybersecurity incidents, which include processes designed to triage, assess severity, escalate, contain, investigate, and remediate any incident, as well as to comply with any applicable legal obligations and mitigate potential brand and reputational damage.
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
The cybersecurity threat landscape is dynamic and volatile and requires significant investment.
To date, risks from cybersecurity threats have not materially affected our business strategy, results of operations, or financial condition.
As discussed more fully under Item 1A, *Risk Factors* in this Annual Report on Form 10-K, although our processes are designed to help identify, detect, prevent, respond to, and mitigate cybersecurity risks, cybersecurity threats are rapidly evolving and we may not be able to anticipate, prevent, or detect all such attacks and there is no guarantee that a future cybersecurity incident could not materially affect our business strategy, results of operations, or financial condition.
Cybersecurity Governance
Cybersecurity is an important part of our Board's risk management focus.
Regular reporting on the results and status of our ERM function, as well as our information security program, is provided to our senior management, including the ELT and the Board.
The Board is responsible for overseeing our risk management governance, and our Board, together with its committees, engages with our management team in monitoring Company risks, including cybersecurity and data protection risks.
The Audit Committee is responsible for risk oversight, including risks related to cybersecurity threats, and periodically reviews our information security programs, including our cybersecurity efforts.
Our CISO regularly updates the Audit Committee on our information security program, providing an overview of risks and trends and addressing topics including our incident response plan, cybersecurity threat developments, and the steps we are taking to respond to these matters.
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
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.
Item 2. PROPERTIES
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As of August 31, [removed: 2023,] [added: 2024,] we [removed: leased 34] [added: have 35] offices worldwide, including our corporate headquarters located at 45 Glover Avenue, Norwalk, [removed: Connecticut,] [added: Connecticut] where we occupy 91,718 square feet of office space.
We believe the amount of leased space as of August 31, [removed: 2023] [added: 2024] is adequate for our current business needs.
| Segment | | | [removed: Leased] Location | | |
| [removed: Asia Pacific] | | | Hong Kong SAR, China | | |
These offices include our data content collection offices located in India, the Philippines and Latvia.
We also have two data centers that support our technological infrastructure located in U.S.
| | | | Dublin, Ireland | | |
| | | | Luxembourg, Luxembourg | | |
| Asia Pacific | | | Chennai, India | | |
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
Our leased office space also includes our data content collection offices located in India, the Philippines and Latvia and our data centers that support our technological infrastructure located in New Jersey and Virginia.
The listing excludes any office locations that we have fully vacated during fiscal 2022 and 2023 in advance of their original lease expiration dates.
We vacated certain leased office space to resize our real estate footprint for our hybrid work environment.
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
| | | | | | |
Item 4. MINE SAFETY DISCLOSURES
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[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
[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
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*Holders* *of Record* – As of October [removed: 20, 2023,] [added: 21, 2024,] we had approximately [removed: 2,093] [added: 2,158] holders of record of our common stock.
*Dividends* - We paid four quarterly dividends during fiscal [removed: 2023.][added: 2024.]
In the third quarter of fiscal [removed: 2023,] [added: 2024,] we increased our quarterly cash dividend from [removed: $0.89 cents per share to] $0.98 [removed: cents] [added: to $1.04] per share.
Future [added: cash] dividend payments [added: are subject to final determination by our Board of Directors and] will depend on our earnings, capital requirements, financial condition and other [removed: factors we consider relevant, and is subject to final determination by our Board of Directors.][added: relevant factors.]
[added: Note 14, *Stockholders' Equity*, in the Notes to the Consolidated Financial Statements] of this Annual Report on Form 10-K for more information on our dividends.
There were no sales of unregistered equity securities during fiscal [removed: 2023.][added: 2024.]
The following table provides a month-to-month summary of the share repurchase activity during the three months ended August 31, [removed: 2023:][added: 2024:]
(1)Includes [removed: 264,400] [added: 153,650] shares repurchased under the [removed: existing] stock repurchase program, as well as [removed: 3,492] [added: 2,363] shares repurchased to satisfy withholding tax obligations due upon the vesting of stock-based awards.
[removed: (2)As of August 31, 2023, we] [added: (2)We] had [removed: $4.5] [added: $64.8] million [added: that remained] authorized under our share repurchase program [removed: for future share repurchases,] [added: as of August 31, 2024, all of] which [removed: was] [added: expired upon the conclusion of fiscal 2024 and were] not available for [removed: use] [added: share repurchases] after [removed: August 31, 2023.][added: that date.]
On [removed: June 20, 2023,] [added: September 17, 2024,] our Board of Directors authorized up to $300 million for share [removed: repurchases on or after September 1, 2023.][added: repurchases, which will be available during fiscal 2025.]
Repurchases may be made from time-to-time in the open market [removed: and] [added: or] via privately negotiated transactions, subject to market conditions.
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 [removed: 1934.][added: 1934 ("Rule 10b5-1").]
The annual changes for the five-year period shown in the graph below assume $100 had been invested in our common stock, the [removed: Standard & Poor’s] [added: S&P] 500 Index, the Dow Jones U.S. Financial Services Index and the S&P 500 Financial Exchange and Data Index on August 31, [removed: 2018.][added: 2019.]
The total cumulative dollar returns shown on the graph represent the value that such investments would have had on August 31, [removed: 2023.][added: 2024.]
][added: Final.jpg](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-20240831_g2.jpg)]
| | | | [removed: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | [added: 2024 | | |]
| Dow Jones U.S. Financial Services Index | | | $ | 100 | | $ | [removed: 96] [added: 97] | | $ | [removed: 93] [added: 144] | | $ | [removed: 139] [added: 118] | | $ | [removed: 114] [added: 122] | | $ | [removed: 117] [added: 162] | |
Refer to Part II, Item 8.
| June 2024 | | | 48,364 | | | | | | $ | 408.07 | | | | | 47,150 | | | | | | $ | 108,842 | |
| July 2024 | | | 51,800 | | | | | | $ | 419.37 | | | | | 51,800 | | | | | | $ | 87,119 | |
| August 2024 | | | 55,849 | | | | | | $ | 408.74 | | | | | 54,700 | | | | | | $ | 64,765 | |
| | | | 156,013 | | | | | | | | | | | | 153,650 | | | | | | | | |
On September 26, 2024, 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.
The arrangement provides for the repurchase of up to $250 million of our common stock during the period from September 27, 2024 through August 28, 2025 pursuant to a
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
written algorithm for determining the amount, price and date for purchase of shares of our common stock.
| FactSet Research Systems Inc. | | | $ | 100 | | $ | 129 | | $ | 140 | | $ | 159 | | $ | 160 | | $ | 155 | |
| S&P 500 Index | | | $ | 100 | | $ | 120 | | $ | 155 | | $ | 135 | | $ | 154 | | $ | 193 | |
| S&P 500 Financial Exchanges and Data Index | | | $ | 100 | | $ | 116 | | $ | 145 | | $ | 119 | | $ | 132 | | $ | 166 | |
Refer to Note 14, *Stockholders' Equity*, in the Notes to the Consolidated Financial Statements included in Part II, Item 8.
| 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 | | | | | | | | |
[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 | |
Item 6. RESERVED
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[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
555 rewritten, 297 added, 184 removed, 733 unchanged
[removed: | [Management’s] [added: Management’s] Statement of Responsibility for Financial [removed: Statements](#i9b713e505d914aeaad78bf0b0223ad08_76) | | | [52](#i9b713e505d914aeaad78bf0b0223ad08_76) | | |][added: Statements]
[removed: | [Management’s] [added: Management’s] Report on Internal Control [removed: over] [added: Over] Financial [removed: Reporting](#i9b713e505d914aeaad78bf0b0223ad08_79) | | | [52](#i9b713e505d914aeaad78bf0b0223ad08_79) | | |][added: Reporting]
| [Reports of Independent Registered Public Accounting Firm Reports of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#i9b713e505d914aeaad78bf0b0223ad08_82) 42[)](#i9b713e505d914aeaad78bf0b0223ad08_82)] [added: ID:](#i852a5a1bf40e40f19d8119be683f4e54_88) 42[)](#i852a5a1bf40e40f19d8119be683f4e54_88)] | | | [removed: [53](#i9b713e505d914aeaad78bf0b0223ad08_82)] [added: [51](#i852a5a1bf40e40f19d8119be683f4e54_88)] | | |
| [Consolidated Statements of Income for the years [removed: ended](#i9b713e505d914aeaad78bf0b0223ad08_85)] [added: ended](#i852a5a1bf40e40f19d8119be683f4e54_91)] August 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [56](#i9b713e505d914aeaad78bf0b0223ad08_85)] [added: [55](#i852a5a1bf40e40f19d8119be683f4e54_91)] | | |
| [Consolidated Statements of Comprehensive Income for the years ended August 31, [removed: 202](#i9b713e505d914aeaad78bf0b0223ad08_88)[3](#i9b713e505d914aeaad78bf0b0223ad08_88)[, 202](#i9b713e505d914aeaad78bf0b0223ad08_88)[2](#i9b713e505d914aeaad78bf0b0223ad08_88)] [added: 202](#i852a5a1bf40e40f19d8119be683f4e54_94)[4](#i852a5a1bf40e40f19d8119be683f4e54_94)[, 202](#i852a5a1bf40e40f19d8119be683f4e54_94)[3](#i852a5a1bf40e40f19d8119be683f4e54_94)] [and [removed: 202](#i9b713e505d914aeaad78bf0b0223ad08_88)[1](#i9b713e505d914aeaad78bf0b0223ad08_88)] [added: 202](#i852a5a1bf40e40f19d8119be683f4e54_94)[2](#i852a5a1bf40e40f19d8119be683f4e54_94)] | | | [removed: [57](#i9b713e505d914aeaad78bf0b0223ad08_88)] [added: [56](#i852a5a1bf40e40f19d8119be683f4e54_94)] | | |
| [Consolidated Balance Sheets at August 31, [removed: 202](#i9b713e505d914aeaad78bf0b0223ad08_91)[3](#i9b713e505d914aeaad78bf0b0223ad08_91)] [added: 202](#i852a5a1bf40e40f19d8119be683f4e54_97)[4](#i852a5a1bf40e40f19d8119be683f4e54_97)] [and [removed: 202](#i9b713e505d914aeaad78bf0b0223ad08_91)[2](#i9b713e505d914aeaad78bf0b0223ad08_91)] [added: 202](#i852a5a1bf40e40f19d8119be683f4e54_97)[3](#i852a5a1bf40e40f19d8119be683f4e54_97)] | | | [removed: [58](#i9b713e505d914aeaad78bf0b0223ad08_91)] [added: [57](#i852a5a1bf40e40f19d8119be683f4e54_97)] | | |
| [Consolidated Statements of Cash Flows for the years ended August 31, [removed: 202](#i9b713e505d914aeaad78bf0b0223ad08_94)[3](#i9b713e505d914aeaad78bf0b0223ad08_94)[, 202](#i9b713e505d914aeaad78bf0b0223ad08_94)[2](#i9b713e505d914aeaad78bf0b0223ad08_94)] [added: 202](#i852a5a1bf40e40f19d8119be683f4e54_100)[4](#i852a5a1bf40e40f19d8119be683f4e54_100)[, 202](#i852a5a1bf40e40f19d8119be683f4e54_100)[3](#i852a5a1bf40e40f19d8119be683f4e54_100)] [and [removed: 202](#i9b713e505d914aeaad78bf0b0223ad08_94)[1](#i9b713e505d914aeaad78bf0b0223ad08_94)] [added: 202](#i852a5a1bf40e40f19d8119be683f4e54_100)[2](#i852a5a1bf40e40f19d8119be683f4e54_100)] | | | [removed: [59](#i9b713e505d914aeaad78bf0b0223ad08_94)] [added: [58](#i852a5a1bf40e40f19d8119be683f4e54_100)] | | |
| [Consolidated Statements of Changes in Stockholders’ Equity for the years ended August 31, [removed: 202](#i9b713e505d914aeaad78bf0b0223ad08_97)[3](#i9b713e505d914aeaad78bf0b0223ad08_97)[, 202](#i9b713e505d914aeaad78bf0b0223ad08_97)[2](#i9b713e505d914aeaad78bf0b0223ad08_97)] [added: 202](#i852a5a1bf40e40f19d8119be683f4e54_103)[4](#i852a5a1bf40e40f19d8119be683f4e54_103)[, 202](#i852a5a1bf40e40f19d8119be683f4e54_103)[3](#i852a5a1bf40e40f19d8119be683f4e54_103)] [and [removed: 202](#i9b713e505d914aeaad78bf0b0223ad08_97)[1](#i9b713e505d914aeaad78bf0b0223ad08_97)] [added: 202](#i852a5a1bf40e40f19d8119be683f4e54_103)[2](#i852a5a1bf40e40f19d8119be683f4e54_103)] | | | [removed: [60](#i9b713e505d914aeaad78bf0b0223ad08_97)] [added: [59](#i852a5a1bf40e40f19d8119be683f4e54_103)] | | |
[removed: | [Notes to the Consolidated Financial Statements](#i9b713e505d914aeaad78bf0b0223ad08_100) | | | [61](#i9b713e505d914aeaad78bf0b0223ad08_100) | | |][added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS]
| [Schedule II – Valuation and Qualifying [removed: Accounts](#i9b713e505d914aeaad78bf0b0223ad08_202)] [added: Accounts](#i852a5a1bf40e40f19d8119be683f4e54_202)] | | | [removed: [99](#i9b713e505d914aeaad78bf0b0223ad08_202)] [added: [98](#i852a5a1bf40e40f19d8119be683f4e54_202)] | | |
[removed: Management’s] [added: | [Management’s] Statement of Responsibility for Financial [removed: Statements][added: Statements](#i852a5a1bf40e40f19d8119be683f4e54_82) | | | [49](#i852a5a1bf40e40f19d8119be683f4e54_82) | | |]
The accompanying Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America [added: ("GAAP")] and include amounts based on our management’s estimates and judgments.
In compliance with the Sarbanes-Oxley Act of 2002, we assessed our internal control over financial reporting as of August 31, [removed: 2023] [added: 2024] and issued a report (see below).
[removed: Management’s] [added: | [Management’s] Report on Internal [removed: Control over] [added: Control](#i852a5a1bf40e40f19d8119be683f4e54_85) [O](#i852a5a1bf40e40f19d8119be683f4e54_85)[ver] Financial [removed: Reporting][added: Reporting](#i852a5a1bf40e40f19d8119be683f4e54_85) | | | [49](#i852a5a1bf40e40f19d8119be683f4e54_85) | | |]
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with [removed: generally accepted accounting principles.][added: GAAP.]
Based on this evaluation, our management concluded that our internal control over financial reporting was [added: not] effective as of August 31, [removed: 2023.][added: 2024 as a result of the material weakness in internal control over financial reporting described below.]
Ernst & Young LLP (PCAOBID: 42), an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting and has issued [removed: a report] [added: an adverse opinion] on [added: the effectiveness of] our internal control over financial [removed: reporting, which is included] [added: reporting as stated] in their report on the subsequent page.
To the [added: Stockholders and the] Board of Directors [removed: and Stockholders] of FactSet Research Systems Inc.
We have audited the accompanying consolidated balance sheets of FactSet Research Systems Inc. (the Company) as of August 31, [removed: 2023 and 2022,] [added: 2024] and [added: 2023,] the related consolidated statements of income, comprehensive income, [added: changes in] stockholders’ equity and cash flows for each of the three years in the period ended August 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item [removed: 8] [added: 15(a)] (collectively referred to as the [removed: “Consolidated Financial Statements”).][added: “consolidated financial statements”).]
In our opinion, the [removed: Consolidated Financial Statements] [added: consolidated financial statements] present fairly, in all material respects, the financial position of the Company at August 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended August 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control – Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated October [removed: 27, 2023] [added: 29, 2024] expressed an [removed: unqualified] [added: adverse] opinion thereon.
Critical Audit [removed: Matters][added: Matter]
| Description of the Matter | | | As discussed in Note 2, *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: 2023,] [added: 2024,] the Company recognized a consolidated provision for income taxes of [removed: $115.8] [added: $114.4] million with [removed: $54.3] [added: $55.2] million related to its U.S. operations and [removed: $61.5] [added: $59.2] 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. | | |
Stamford, [removed: CT][added: Connecticut]
We have audited FactSet Research [removed: System] [added: Systems] Inc.’s [removed: (the Company)] internal control over financial reporting as of August 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control - Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, [added: because of] the [removed: Company maintained, in all] [added: effect of the] material [removed: respects,] [added: weakness described below on the achievement of the objectives of the control criteria, FactSet Research Systems Inc. (the Company) has not maintained] effective internal control over financial reporting as of August 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.
| *(in thousands, except per share data)* | | | For the years ended August 31, | | | | | | | | | [removed: | | | | | |]
| [removed: 2023] [added: 2024] | | | [added: 2023] | | | 2022 | | | | | | [removed: 2021 | | | | | |]
| Revenues | | | $ | [removed: 2,085,508 | | |] [added: 2,203,056] | | $ | [removed: 1,843,892 | | |] [added: 2,085,508] | | $ | [removed: 1,591,445] [added: 1,843,892] | |
| Operating expenses | | | | | | | | | | | | [removed: | | | | | |]
| Cost of services | | | [removed: 973,225] [added: 1,011,945] | | | [added: 973,225] | | | 871,106 | | | [removed: | | | 786,400 | | |]
| Selling, general and administrative | | | [removed: 457,130] [added: 485,135] | | | [added: 457,130] | | | 433,032 | | | [removed: | | | 331,004 | | |]
| Asset impairments | | | [removed: 25,946] [added: 4,677] | | | [added: 25,946] | | | 64,272 | | | [removed: | | | — | | |]
| Total operating expenses | | | [removed: 1,456,301] [added: 1,501,757] | | | [added: 1,456,301] | | | 1,368,410 | | | [removed: | | | 1,117,404 | | |]
| Operating income | | | [removed: 629,207] [added: 701,299] | | | [added: 629,207] | | | 475,482 | | | [removed: | | | 474,041 | | |]
| Other income (expense), net | | | | | | | | | | | | [removed: | | | | | |]
| Interest income | | | [removed: 12,809] [added: 14,447] | | | [added: 12,809] | | | 6,175 | | | [removed: | | | 1,806 | | |]
| Interest expense | | | [removed: (66,319)] [added: (65,778)] | | | [added: (66,319)] | | | (35,697) | | | [removed: | | | (8,200) | | |]
| Other income (expense), net | | | [removed: 8,257] [added: 1,535] | | | [added: 8,257] | | | (2,366) | | | [removed: | | | (30) | | |]
| Total other income (expense), net | | | [removed: (45,253)] [added: (49,796)] | | | [added: (45,253)] | | | (31,888) | | | [removed: | | | (6,424) | | |]
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
Our management has identified certain control deficiencies related to the design and operation of our information technology (“IT”) general controls (“ITGCs”) that support our revenues, accounts receivable, and deferred revenues processes which, in the aggregate, rise to a material weakness in internal control over financial reporting.
The deficiencies related to program change management and user access in connection with segregation of duties and restriction to appropriate users.
As a result, the automated controls and IT dependent manual business process controls that rely upon information from the affected financial applications were also deemed not effective.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
While we have concluded that these control deficiencies did not result in any material misstatements in our Consolidated Financial Statements or disclosures in any of the fiscal years ended August 31, 2024, 2023 or 2022, they were not remediated as of August 31, 2024, and thus created a reasonable possibility that they could result in a material misstatement to the Consolidated Financial Statements that would not be prevented or detected on a timely basis.
Accordingly, we determined that these control deficiencies constituted a material weakness.
After giving full consideration to the material weakness, and the additional analyses and other procedures we performed to ensure that our Consolidated Financial Statements included in this Annual Report on Form 10-K were prepared in accordance
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
with GAAP, our management has concluded that our Consolidated Financial Statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP.
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
To the Stockholders and the Board of Directors of FactSet Research Systems Inc.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The following material weakness has been identified and included in management’s assessment.
Management has identified a material weakness related to the design and operation of information technology (“IT”) general controls for certain financial applications that support the revenue, accounts receivable, and deferred revenue processes.
Consequently, automated controls and IT dependent manual business process controls that rely upon information from the affected financial applications were also deemed ineffective.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended August 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a).
This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 and 2023 consolidated financial statements, and this report does not affect our report dated October 29, 2024, which expressed an unqualified opinion thereon.
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
Stamford, Connecticut
October 29, 2024
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
| Net income | | | $ | 537,126 | | $ | 468,173 | | $ | 396,917 | |
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
| 2024 | | | 2023 | | | | | |
| Cash and cash equivalents | | | $ | 422,979 | | $ | 425,444 | |
| Current debt | | | 124,842 | | | — | | |
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
| Net income | | | $ | 537,126 | | | | | $ | 468,173 | | | | | $ | 396,917 | |
| Asset impairments | | | 4,677 | | | | | | 25,946 | | | | | | 64,272 | | |
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 537,126 | | | | | | | | | | | | 537,126 | | |
| Common stock issued for employee stock plans | | | 407,542 | | | | | | 4 | | | | | | 91,708 | | | | | | 831 | | | | | | (376) | | | | | | | | | | | | | | | | | | 91,336 | | |
| Vesting of restricted stock | | | 94,745 | | | | | | 1 | | | | | | (1) | | | | | | 36,758 | | | | | | (16,283) | | | | | | | | | | | | | | | | | | (16,283) | | |
| Excise tax on share repurchases | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,725) | | | | | | | | | | | | | | | | | | (1,725) | | |
| Repurchases of common stock | | | | | | | | | | | | | | | | | | | | | 537,800 | | | | | | (235,235) | | | | | | | | | | | | | | | | | | (235,235) | | |
| Stock-based compensation expense | | | | | | | | | | | | | | | 63,501 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 63,501 | | |
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
October 27, 2023
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2023 Consolidated Financial Statements of the Company and our report dated October 27, 2023, expressed an unqualified opinion thereon.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Proceeds from maturity or sale of investments | | | — | | | | | | — | | | | | | 2,176 | | |
| Cash and cash equivalents at beginning of period | | | 503,273 | | | | | | 681,865 | | | | | | 585,605 | | |
| Balance as of August 31, 2020 | | | 40,767,708 | | | | | | $ | 408 | | | | | $ | 939,067 | | | | | 2,737,456 | | | | | | $ | (636,956) | | | | | $ | 633,149 | | | | | $ | (39,293) | | | | | $ | 896,375 | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 399,590 | | | | | | | | | | | | 399,590 | | |
| Common stock issued for employee stock plans | | | 360,877 | | | | | | 4 | | | | | | 64,173 | | | | | | 318 | | | | | | (104) | | | | | | | | | | | | | | | | | | 64,073 | | |
| Vesting of restricted stock | | | 34,607 | | | | | | — | | | | | | | | | | | | 12,614 | | | | | | (4,155) | | | | | | | | | | | | | | | | | | (4,155) | | |
| Repurchases of common stock | | | | | | | | | | | | | | | | | | | | | 797,385 | | | | | | (264,702) | | | | | | | | | | | | | | | | | | (264,702) | | |
| Dividends declared | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (120,224) | | | | | | | | | | | | (120,224) | | |
| | | | | | | | | |
| [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) | | |
For each of our segments, we execute our strategy through three workflow solutions: Research & Advisory; Analytics & Trading; and Content & Technology Solutions ("CTS").
CGS operates as part of CTS.
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.
- 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.
We have evaluated subsequent events through the date that the financial statements were issued.
Reclassifications
In fiscal 2023, we separated the components of Interest expense, net to present Interest income and Interest expense separately in the Consolidated Statements of Income.
Revenues are measured as the amount of consideration expected to be received in exchange for fulfilling our contractual performance obligations with our clients.
Our stock-based awards include stock options, restricted stock units ("RSUs"), performance share units ("PSUs") and common stock purchased by eligible employees under our employee stock purchase plan ("ESPP").
The ultimate number of common shares that may be earned from a PSU is determined based on the actual achievement of the specified performance levels within the payout range.
Accounts receivable also includes unbilled receivables reflecting revenues earned but not yet invoiced.
If indicators of impairment are
*Developed Technology*
An excerpt. Shown here: 40 of 555 rewritten, 40 of 297 added and 40 of 184 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2024 filing and the FY2023 filing.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
0 rewritten, 0 added, 1 removed, 1 unchanged
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Item 9A. CONTROLS AND PROCEDURES
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Our management, including our [removed: principal executive officer] [added: Principal Executive Officer] and [removed: principal financial officer,] [added: 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 report, and our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were [added: not] effective as of the end of the annual period covered by this [removed: report.][added: report due to a material weakness in internal control over financial reporting.]
There have been no 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 [removed: our] [added: the] fourth quarter of fiscal [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Our management has identified certain control deficiencies related to the design and operation of our information technology (“IT”) general controls (“ITGCs”) that support our revenues, accounts receivable, and deferred revenues processes which, in the aggregate, rise to a material weakness in internal control over financial reporting.
The deficiencies related to program change management and user access in connection with segregation of duties and restriction to appropriate users.
As a result, the automated controls and IT dependent manual business process controls that rely upon information from the affected financial applications were also deemed not effective.
Management has also concluded the material weakness existed in the prior year.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
After giving full consideration to the material weakness, and the additional analyses and other procedures we performed to ensure that our Consolidated Financial Statements included in this Annual Report on Form 10-K were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), our management has concluded that our Consolidated Financial Statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP.
Remediation Efforts
Management is committed to remediating the material weakness in a timely manner.
Our remediation process includes, but is not limited to: (i) increasing timely reviews of IT system changes made; (ii) rationalizing access privileges for developer system users; (iii) implementing or modifying controls related to program change management and certain computer operations; and (iv) training of relevant personnel on the design and operation of any new or modified ITGCs.
These steps are subject to ongoing management review, as well as oversight by the Audit Committee of our Board of Directors.
Additional or modified measures may also be required to remediate the material weakness.
We will not be able to conclude that we have completely remediated the material weakness until the applicable controls are fully implemented and have operated for a sufficient period of time and management has concluded, through formal testing, that the remediated controls are operating effectively.
We expect to complete these remediation measures as early as practicable in fiscal 2025.
We will continue to monitor the design and effectiveness of these and other processes, procedures, and controls and make any further changes management deems appropriate.
No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls will be met, and no evaluation of controls can provide absolute assurance that all control deficiencies or material weaknesses have been or will be detected.
There is no assurance that our remediation efforts will be fully effective.
If these remediation efforts do not prove effective and control deficiencies and material weaknesses persist or occur in the future, the accuracy and timing of our financial reporting may be adversely affected.
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
Item 9B. OTHER INFORMATION
1 rewritten, 1 added, 3 removed, 2 unchanged
During the quarter ended August 31, [removed: 2023,] [added: 2024,] 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).
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
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)
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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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: 2023] [added: 2024] (the "Proxy Statement").
[removed: *Executive] [added: *Business - Executive] Officers of the Registrant* of this Annual Report on Form 10-K.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
3 rewritten, 2 added, 2 removed, 8 unchanged
The following table summarizes, as of August 31, [removed: 2023,] [added: 2024,] 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:
(1)Includes [removed: 1,987,662] [added: 1,822,913] shares issuable upon exercise of outstanding options, [removed: 152,796] [added: 168,969] shares issuable upon vesting of outstanding RSUs and [removed: 90,756] [added: 92,670] shares issuable upon the conversion of outstanding PSUs.
(4)Includes [removed: 4,226,221] [added: 3,742,978] shares available for future issuance under the LTIP, [removed: 222,698] [added: 212,571] shares available for future issuance under the Director Plan, and [removed: 62,839] [added: 26,239] shares available for purchase under the ESPP.
| Equity compensation plans approved by security holders | | | 2,084,552 | | | (1) | | | $ | 319.07 | | (2) | | | 3,981,788 | | | (4) | | |
| Total | | | 2,084,552 | | | (1) | | | $ | 319.07 | | (2) | | | 3,981,788 | | | (4) | | |
| 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) | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
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[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Additional financial statement schedules are omitted since they are either not required, not applicable, or the information is otherwise [removed: included.][added: included in the financial statements or notes thereto.]
| | | | | | | | | | [removed: | | |] Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | [removed: | | |] Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit No. | | | | | | Filing Date | | | | | | Filed Herewith | | |
| [3.1](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000009/factsetsecondamendedandres.htm) | | | [removed: | | |] [FactSet Research Systems Inc. Second Amended and Restated Articles of Incorporation](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000009/factsetsecondamendedandres.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 3.1 | | | | | | 1/10/2023 | | | | | | | | |
| [removed: [3.2](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000009/factsetamendedandrestatedb.htm) | | |] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000119/factsetamendedandrestatedb.htm)] | | | [FactSet Research Systems Inc. Amended and Restated [removed: By-Laws](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000009/factsetamendedandrestatedb.htm)] [added: By-Laws](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000119/factsetamendedandrestatedb.htm)] | | | | | | 8-K | | | | | | 001-11869 | | | | | | 3.2 | | | | | | [removed: 1/10/2023] [added: 9/19/2024] | | | | | | | | |
| [4.0](https://www.sec.gov/Archives/edgar/data/1013237/0000950112-96-002160.txt) | | | [removed: | | |] [Form of Common Stock](https://www.sec.gov/Archives/edgar/data/1013237/0000950112-96-002160.txt) | | | | | | S-1/A | | | | | | 333-04238 | | | | | | 4.1 | | | | | | 6/26/1996 | | | | | | | | |
| [4.1](https://www.sec.gov/Archives/edgar/data/0001013237/000095015722000210/ex4-1.htm) | | | [removed: | | |] [Indenture, dated as of March 1, 2022, between FactSet Research Systems Inc. and U.S. Bank Trust Company, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/0001013237/000095015722000210/ex4-1.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 4.1 | | | | | | 3/1/2022 | | | | | | | | |
| [4.2](https://www.sec.gov/Archives/edgar/data/0001013237/000095015722000210/ex4-2.htm) | | | [removed: | | |] [Supplemental Indenture, dated as of March 1, 2022, between FactSet Research Systems Inc. and U.S. Bank Trust Company, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/0001013237/000095015722000210/ex4-2.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 4.2 | | | | | | 3/1/2022 | | | | | | | | |
| [4.3](https://www.sec.gov/Archives/edgar/data/0001013237/000095015722000210/ex4-2.htm) | | | [removed: | | |] [Form of 2.900% Global Note due 2027 (included in Exhibit A-1 to Exhibit 4.2 above)](https://www.sec.gov/Archives/edgar/data/0001013237/000095015722000210/ex4-2.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 4.3 | | | | | | 3/1/2022 | | | | | | | | |
| [4.4](https://www.sec.gov/Archives/edgar/data/0001013237/000095015722000210/ex4-2.htm) | | | [removed: | | |] [Form of 3.450% Global Note due 2032 (included in Exhibit A-2 to Exhibit 4.2 above)](https://www.sec.gov/Archives/edgar/data/0001013237/000095015722000210/ex4-2.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 4.4 | | | | | | 3/1/2022 | | | | | | | | |
| [10.1](https://www.sec.gov/Archives/edgar/data/1013237/000119312504192500/ddef14a.htm) | | | [removed: | | |] [FactSet Research Systems Inc. 2004 Employee Stock Option and Award Plan](https://www.sec.gov/Archives/edgar/data/1013237/000119312504192500/ddef14a.htm)[(1)](https://www.sec.gov/Archives/edgar/data/1013237/000119312504192500/ddef14a.htm) | | | | | | DEF-14A | | | | | | 001-11869 | | | | | | Exhibit A | | | | | | 11/10/2004 | | | | | | | | |
| [10.2](https://www.sec.gov/Archives/edgar/data/1013237/000119312510274624/ddefr14a.htm#tx105689_29) | | | [removed: | | |] [FactSet Research Systems Inc. 2004 Stock Option and Award Plan, as Amended and Restated](https://www.sec.gov/Archives/edgar/data/1013237/000119312510274624/ddefr14a.htm#tx105689_29)[(1)](https://www.sec.gov/Archives/edgar/data/1013237/000119312510274624/ddefr14a.htm#tx105689_29) | | | | | | DEFR-14A | | | | | | 001-11869 | | | | | | Appendix A | | | | | | 12/6/2010 | | | | | | | | |
| [10.3](https://www.sec.gov/Archives/edgar/data/1013237/000143774917021030/ex_102391.htm) | | | [removed: | | |] [FactSet Research Systems Inc. Stock Option and Award Plan as Amended and Restated](https://www.sec.gov/Archives/edgar/data/1013237/000143774917021030/ex_102391.htm)[(1)](https://www.sec.gov/Archives/edgar/data/1013237/000143774917021030/ex_102391.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 10.1 | | | | | | 12/21/2017 | | | | | | | | |
| [10.4](https://www.sec.gov/Archives/edgar/data/1013237/000119312508220394/ddef14a.htm#tx59473_27) | | | [removed: | | |] [FactSet Research Systems Inc. 2008 Non-Employee Directors’ Stock Option Plan](https://www.sec.gov/Archives/edgar/data/1013237/000119312508220394/ddef14a.htm#tx59473_27)[(1)](https://www.sec.gov/Archives/edgar/data/1013237/000119312508220394/ddef14a.htm#tx59473_27) | | | | | | DEF-14A | | | | | | 001-11869 | | | | | | Appendix A | | | | | | 10/30/2008 | | | | | | | | |
| [10.5](https://www.sec.gov/Archives/edgar/data/1013237/000143774917021030/ex_102392.htm) | | | [removed: | | |] [FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated](https://www.sec.gov/Archives/edgar/data/1013237/000143774917021030/ex_102392.htm)[(1)](https://www.sec.gov/Archives/edgar/data/1013237/000143774917021030/ex_102392.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 10.2 | | | | | | 12/21/2017 | | | | | | | | |
| [10.6](https://www.sec.gov/Archives/edgar/data/1013237/000143774918006528/ex_109818.htm) | | | [removed: | | |] [Lease, dated February 14, 2018, between FactSet Research Systems Inc. and 45 Glover Partners, LLC](https://www.sec.gov/Archives/edgar/data/1013237/000143774918006528/ex_109818.htm)[(2)](https://www.sec.gov/Archives/edgar/data/1013237/000143774918006528/ex_109818.htm) | | | | | | 10-Q | | | | | | 001-11869 | | | | | | 10.1 | | | | | | 4/9/2018 | | | | | | | | |
| [removed: [10.7](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a101factsetresearchsys.htm) | | |] [added: [10.7](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000084/factsetresearchsystemsince.htm)] | | | [FactSet Research Systems Inc. Executive Severance [removed: Plan](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a101factsetresearchsys.htm)[(1)](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a101factsetresearchsys.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000084/factsetresearchsystemsince.htm)[(1)](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000084/factsetresearchsystemsince.htm)] | | | | | | 8-K | | | | | | 001-11869 | | | | | | 10.1 | | | | | | [removed: 3/5/2020] [added: 7/3/2024] | | | | | | | | |
| [10.8](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a102formoffactsetresea.htm) | | | [removed: | | |] [Form of FactSet Research Inc. Equity Award Agreement](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a102formoffactsetresea.htm)[(1)](https://www.sec.gov/Archives/edgar/data/1013237/000101323720000045/a102formoffactsetresea.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 10.2 | | | | | | 3/5/2020 | | | | | | | | |
| [10.9](https://www.sec.gov/Archives/edgar/data/0001013237/000095015722000210/ex4-5.htm) | | | [removed: | | |] [Credit Agreement dated as of March 1, 2022, among FactSet Research Systems Inc., the Borrowing Subsidiaries party thereto, the Lenders party thereto, and PNC Bank, National Association, as the Administrative Agent](https://www.sec.gov/Archives/edgar/data/0001013237/000095015722000210/ex4-5.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 4.5 | | | | | | 3/1/2022 | | | | | | | | |
| [10.10](https://www.sec.gov/Archives/edgar/data/1013237/000101323722000096/fernandezseparationagreeme.htm) | | | [removed: | | |] [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 | | | | | | | | |
| [removed: [21](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-202308x31xexx21.htm) | | |] [added: [21](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-202408x31xexx21.htm)] | | | [Subsidiaries of FactSet Research Systems [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-202308x31xexx21.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-202408x31xexx21.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [23](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-202308x31xexx23.htm) | | |] [added: [23](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-202408x31xexx23.htm)] | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-202308x31xexx23.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-202408x31xexx23.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-20230831xexx311.htm) | | |] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-20240831xexx311.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/1013237/000101323723000128/fds-20230831xexx311.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-20240831xexx311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-20230831xexx312.htm) | | |] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-20240831xexx312.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/1013237/000101323723000128/fds-20230831xexx312.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-20240831xexx312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-20230831xexx321.htm) | | |] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-20240831xexx321.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/1013237/000101323723000128/fds-20230831xexx321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-20240831xexx321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/fds-20230831xexx322.htm) | | |] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-20240831xexx322.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/1013237/000101323723000128/fds-20230831xexx322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-20240831xexx322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [9](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/exhibit97.htm)[7](https://www.sec.gov/Archives/edgar/data/1013237/000101323723000128/exhibit97.htm) | | |] [added: [97](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) | | | | | | [added: 10-K] | | | | | | [added: 001-11869] | | | | | | [added: 97] | | | | | | [added: 10/27/2023] | | | | | | [removed: X] | | |
| 101.INS | | | [removed: | | |] XBRL Instance Document | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 101.SCH | | | [removed: | | |] XBRL Taxonomy Extension Schema | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 101.CAL | | | [removed: | | |] XBRL Taxonomy Extension Calculation Linkbase | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 101.DEF | | | [removed: | | |] XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 101.LAB | | | [removed: | | |] XBRL Taxonomy Extension Label Linkbase | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 101.PRE | | | [removed: | | |] XBRL Taxonomy Extension Presentation Linkbase | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 104 | | | [removed: | | |] Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 2024 | | | $ | 7,769 | | $ | 7,420 | | $ | (608) | | $ | 14,581 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
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| [1](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000089/cfoseparationagreementjuly.htm)[0.11](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000089/cfoseparationagreementjuly.htm) | | | [S](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000089/cfoseparationagreementjuly.htm)[eparation Agreement and General Release of Claims by and between FactSet Research Systems Inc. and Linda Huber, dated July 22, 2024](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000089/cfoseparationagreementjuly.htm) | | | | | | 8-K | | | | | | 001-11869 | | | | | | 10.1 | | | | | | 7/23/2024 | | | | | | | | |
| [1](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-20240831xexx19.htm)[9](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-20240831xexx19.htm) | | | [F](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-20240831xexx19.htm)[actSet Research Systems Inc. Securities and Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1013237/000101323724000141/fds-20240831xexx19.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
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| 2021 | | | $ | 7,987 | | $ | 918 | | $ | (2,474) | | $ | 6,431 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)
Item 16. FORM 10-K SUMMARY
13 rewritten, 4 added, 1 removed, 35 unchanged
| Date: October [removed: 27, 2023] [added: 29, 2024] | | | /s/ F. PHILIP SNOW | | | | | |
| /s/ F. PHILIP SNOW | | | | | | Chief Executive Officer and Director | | | | | | October [removed: 27, 2023] [added: 29, 2024] | | |
| /s/ [removed: LINDA S. HUBER] [added: HELEN L. SHAN] | | | | | | Executive Vice President, Chief Financial Officer | | | | | | October [removed: 27, 2023] [added: 29, 2024] | | |
| [removed: Linda S. Huber] [added: Helen L. Shan] | | | | | | (Principal Financial Officer) | | | | | | | | |
| /s/ GREGORY T. MOSKOFF | | | | | | Managing Director, Controller and Chief Accounting Officer | | | | | | October [removed: 27, 2023] [added: 29, 2024] | | |
| /s/ ROBIN A. ABRAMS | | | | | | Director | | | | | | October [removed: 27, 2023] [added: 29, 2024] | | |
| /s/ SIEW KAI CHOY | | | | | | Director | | | | | | October [removed: 27, 2023] [added: 29, 2024] | | |
| /s/ MALCOLM FRANK | | | | | | Director | | | | | | October [removed: 27, 2023] [added: 29, 2024] | | |
| /s/ JAMES J. MCGONIGLE | | | | | | Director | | | | | | October [removed: 27, 2023] [added: 29, 2024] | | |
| /s/ LEE SHAVEL | | | | | | Director | | | | | | October [removed: 27, 2023] [added: 29, 2024] | | |
| /s/ LAURIE SIEGEL | | | | | | Director | | | | | | October [removed: 27, 2023] [added: 29, 2024] | | |
| /s/ MARIA TERESA TEJADA | | | | | | Director | | | | | | October [removed: 27, 2023] [added: 29, 2024] | | |
| /s/ ELISHA WIESEL | | | | | | Director | | | | | | October [removed: 27, 2023] [added: 29, 2024] | | |
[Table](#i852a5a1bf40e40f19d8119be683f4e54_7) [of](#i852a5a1bf40e40f19d8119be683f4e54_7) [Contents](#i852a5a1bf40e40f19d8119be683f4e54_7)
| /s/ LAURIE G. HYLTON | | | | | | Director | | | | | | October 29, 2024 | | |
| Laurie G. Hylton | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
[Ta](#i9b713e505d914aeaad78bf0b0223ad08_7)[ble of](#i9b713e505d914aeaad78bf0b0223ad08_7) [C](#i9b713e505d914aeaad78bf0b0223ad08_7)[onte](#i9b713e505d914aeaad78bf0b0223ad08_7)[nts](#i9b713e505d914aeaad78bf0b0223ad08_7)