fds-20220831

These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance and anticipated trends in our business. These statements are only predictions based on our current expectations, estimates, forecasts and projections about future events. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. There are many important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including the numerous factors discussed under Item 1A. Risk Factors in this Annual Report on Form 10-K, that should be specifically considered.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Forward-looking statements speak only as of the date they are made, and actual results could differ materially from those anticipated in forward-looking statements. We do not intend, and are under no duty, to update any of these forward-looking statements after the date of this Annual Report on Form 10-K to reflect actual results, future events or circumstances, or revised expectations.

For more than 40 years, the FactSet platform has delivered expansive data, sophisticated analytics, and flexible technology used by global financial professionals to power their critical investment workflows. As of August 31, 2022, we had more than 7,500 clients comprised of approximately 180,000 investment professionals, including asset managers, bankers, wealth managers, asset owners, channel partners, hedge funds, corporate users, private equity and venture capital professionals. Our on- and off-platform solutions span the investment lifecycle to include investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting. Our revenues are primarily derived from subscriptions to our multi-asset class data and solutions powered by our connected content ("content refinery"). Our products and services include workstations, portfolio analytics and enterprise solutions.

We provide financial data and market intelligence on securities, companies, industries and people to enable our clients to research investment ideas, as well as to analyze, monitor and manage their portfolios. We combine dedicated client service with open and flexible technology offerings, including a configurable desktop and mobile platform, comprehensive data feeds, cloud-based digital solutions and application programming interfaces ("APIs"). Our CUSIP Global Services ("CGS") business supports security master files relied on by the investment industry for critical front, middle and back office functions.

•Growing our digital platform: We are scaling up our content refinery to offer a comprehensive and connected inventory of industry, proprietary, and third-party data for the financial community. This data includes granular data for key industry verticals, private companies, wealth management, real-time data, and environmental, social and governance data ("ESG"). We are driving personalized workflow solutions for financial professionals, including asset managers, bankers, wealth managers, asset owners, channel partners, hedge funds, corporate users and private equity and venture capital professionals. We offer an open ecosystem with solutions and content that is accessible and flexible through a myriad of delivery methods. Our goal is to deliver cloud-based data and analytics to our clients, enabling them to more efficiently manage their workflows.

Research & Advisory delivers essential content and workflow solutions in one flexible platform for investment bankers, wealth advisors, buy and sell-side analysts, corporate users, portfolio managers and investment relationship professionals. 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. Our Research & Advisory solutions also offer global coverage, deep history, and transparency through proprietary and third-party sourced databases. 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, and web-based components. Our RMS and advisory solutions also enable our wealth clients to provide market-leading support for their businesses, including home office, advisory, and client engagement work.

Analytics & Trading provides solutions for institutional asset managers and asset owners across the investment portfolio lifecycle, connecting essential front and middle office investment functions. Our tools connect together fundamental and quantitative research, portfolio construction, order management and trade execution. These outputs can then tie into advanced portfolio attribution and performance measurement, risk management, and reporting functions. An open framework supports our proprietary and third-party models, connected data, analytics and reporting. Our platform and APIs can be deployed as an enterprise system that meets multi-asset class needs or as individual workflow components.

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 services (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 are the exclusive provider of the Committee on Uniform Security Identification Procedures ("CUSIP") and CUSIP International Number System ("CINS") identifiers globally, acting as the official numbering agency for International Securities Identification Number ("ISIN") identifiers in the United States and as a substitute number agency for more than 35 other countries. By enabling our clients to utilize their preferred choice of cloud infrastructure and industry standard databases, programming languages and data

Buy-side clients continue to shift increasingly toward multi-asset class investment strategies and we are well-positioned to be a partner of choice in this space. Our ability to provide enterprise-wide solutions to our clients across their entire workflow, leveraging their portfolio data across multiple asset classes, enables us to compete for greater market share. Buy-side clients primarily include asset managers, wealth managers, asset owners, channel partners, hedge funds and corporate firms. They access our multi-asset class tools by utilizing our workstations, Analytics & Trading tools, proprietary and third-party content, data feeds, APIs and portfolio services.

As of August 31, 2022, our Organic ASV plus Professional Services totaled $1.8 billion, up 9.3% compared with August 31, 2021. Organic ASV increased across all our geographic segments with the majority of the increase related to the Americas, followed by EMEA and Asia Pacific. This increase was driven by additional sales in our workflow solutions, primarily in Research & Advisory and Analytics & Trading, followed by CTS. Refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Annual Subscription Value ("ASV") of this Annual Report on Form 10-K for the definitions of Organic ASV plus Professional Services.

The Americas segment serves our clients throughout North, Central, and South America, with offices in 13 states throughout the United States ("U.S."), including our corporate headquarters in Norwalk, Connecticut, as well as an office in both Brazil and Canada. The EMEA segment serves our clients in Europe, the Middle East and Africa and maintains office locations in Bulgaria, England, France, Germany, Italy, Latvia, Luxembourg, the Netherlands, Sweden and the United Arab Emirates. The Asia Pacific segment serves our clients in Asia and Australia and includes office locations in Australia, China, Hong Kong Special Administrative Region ("SAR") of China, India, Japan, the Philippines, and Singapore. These offices exclude any leases that we have fully vacated in advance of their originally scheduled lease term.

Segment revenues reflect sales to our clients based on the respective geographic locations. Each segment records expenses related to its individual operations with the exception of expenditures associated with our data centers, third-party data costs and corporate headquarters charges, which are recorded by the Americas segment and are not allocated to the other segments. The expenses incurred at our content collection centers, located in India, the Philippines, and Latvia, are allocated to each segment based on a percentage of revenues as this reflects the benefits provided to each segment. Refer to Note 18, Segment Information in the Notes to the Consolidated Financial Statements included in Part II, Item 8. of this Annual Report on Form 10-K for the results of operations and financial information for each of our segments.

As of August 31, 2022, we had 39 offices across 20 countries with 11,203 employees, representing an increase of 2.9% in the last twelve months. Of our total employees, 7,401 (66%) were located in Asia Pacific, 2,400 (21%) in the Americas and 1,402 (13%) in EMEA. To optimize productivity, we have invested in expanding our footprint and talent pool in India and the Philippines, where we now have a combined workforce of approximately 7,100 employees. Functionally, 21% of our employees were in Sales and Client Solutions; 29% were in Technology & Product Development; 45% were in Content Operations; and 5% were in Corporate Support. As of August 31, 2022, 393 of our employees were represented by mandatory works councils within certain of our French and German subsidiaries and 24 of our employees were represented by collective bargaining agreements in the United States.

Our purpose is to drive the investment community to see more, think bigger, and do their best work. Intense client focus and support are critical components of our strategy and operational approach. Our employees are key to our success and enable us to execute at a high level. We have built a collaborative culture that recognizes and rewards innovation and offers employees a variety of opportunities and experiences. We believe that our continued focus on making our employees a top priority helps us provide high quality insights and information to clients globally.

We conduct an annual, anonymous and confidential global employee engagement survey administered by a third party to capture our employees’ constructive feedback on a broad range of topics. The survey's scores and comments provide insight on appropriate actions to improve our employees’ experience and overall effectiveness as an organization. Aggregated survey results are reviewed by executive and senior leadership and direct managers to analyze and identify company-wide and individual operational unit focus areas and action plans for improvement. We share survey results throughout our company to highlight areas that employees believe are our strengths and reflect on areas where employees feel there are opportunities for positive change. Progress on initiatives is tracked to ensure that the actions taken address the underlying issues and promote an environment of continuous improvement.

In our fiscal 2022 employee engagement survey, we achieved an 89% response rate, indicating that we heard from the vast majority of our employees. This strong response rate reflected stable engagement amidst ongoing challenges caused by the COVID-19 pandemic. We received more than 8,700 comments in response to the survey. Our highest scores were in the areas of fair treatment, authenticity, and inclusion, indicating that employees feel they are treated fairly, are comfortable being their authentic selves at work, and believe that diverse perspectives are valued at our Company. Our scores increased from the previous year's survey in the areas of authenticity, work-life balance, and employees feeling satisfied with the recognition they receive for their work.

During fiscal 2022, we accelerated our accountability efforts by continuing to embed DE&I into our talent processes, including performance reviews, promotions, and the allocation of equity awards. This allows us to make a greater impact while investigating statistical differences and taking any resulting appropriate action. We also continue to publish our workforce demographics, including our annual EEO-1 Federal data, in our Sustainability Report. By reporting our workforce demographics, we make a visible step in our DE&I commitment as we aspire to change the composition of our employee demographics to better include underrepresented groups. Our goals include increasing the percentage of women at our Company overall, and specifically the percentage of women in our leadership group (vice president level and above) and in our technical areas. We report on our progress annually to increase transparency and to facilitate accountability.

We are building a culture of sponsorship across the organization to proactively provide growth opportunities and enhance retention through an initiative connecting senior leaders with underrepresented talent for advocacy and visibility. As we continue to diversify our talent pipelines, we have maintained our MESH (Mentor, Engage, Support & Hire) externship program for underrepresented college students interested in financial technology. This program continued for the second year in the U.S. and was launched for the first time in the U.K. In addition, we piloted an internship program at Norwalk Community College, located near our corporate headquarters in Norwalk, Connecticut, to provide career pathways for computer science students.

As a key component of our drive to ensure fair and equitable administration of pay, in fiscal 2022 we completed a global pay equity review. We engaged an outside firm to assess the degree of systemic gender equity in the salaries of our employees worldwide and the degree of systemic race/ethnicity equity in the U.S. After controlling for various salary-influencing factors, the study found that there was not a statistically significant association at our Company between salary and gender worldwide, or between salary and race/ethnicity in the U.S. The study found that, on a global basis at our Company, women are paid more than 99% on average of what men are paid and that, on a U.S. basis, minority employees are paid 100% on average of what non-minority employees are paid. Attention to pay equity will continue to be a DE&I priority.

Our Business Resource Groups ("BRGs") are a critical component in fostering an inclusive work environment for all employees. Our BRGs (Asian BRG, Black BRG, Families BRG, Pride BRG, Multicultural BRG, Latinx BRG, Women’s BRG, and Veterans BRG) host a variety of educational, informational, and aspirational events, including business networking opportunities, and heritage months. Our BRGs also host many co-sponsored external events and year-round engagement such as community events, expos, seminars, and summits. In addition, our senior leaders serve as executive sponsors for our BRGs to demonstrate leadership support for these efforts.

To further our efforts in building an inclusive workplace where all employees feel a sense of belonging, we have launched the Global Gender Inclusivity policy that supports and respects the rights and identities of all employees, and we have achieved a 100% score on the Human Rights Campaign Equality Index for seven consecutive years. Inclusive education also continues to be a priority through the provision of a variety of educational opportunities such as Conscious Inclusion training, the Interfaith Education series, Racial Justice Allies, and Unconscious Bias training. In addition, we have rolled out NameCoach, a name pronunciation tool.

Since the onset of the COVID-19 pandemic, our highest priority concern has been the health and safety of our employees, our families and our communities. We initially required the vast majority of our employees at our offices across the globe to work remotely and provided them with support to be able to ensure business continuity. We increased the frequency of all-company meetings led by our CEO and offered extensive benefit resources and mental health support. Employees were offered additional paid time off for COVID-19 illness and family care and to receive and recover from COVID-19 vaccinations.

In fiscal 2022, based on our success working in a remote environment during the COVID-19 pandemic, we rolled out our "How We Work" guide to flexible working arrangements under which employees in many of our locations, where permitted by local laws and regulations, and where the role permits, have the opportunity to choose between different work arrangements, including the ability to work in the office, remotely or in a hybrid arrangement with the ability to split time between working remotely and in the office. Additionally, employees whose positions are not aligned to fixed working hours may elect to work a flextime schedule, working the same number of hours as is considered standard in their office location or employment contract, but during different times in the working day. We have found that these new standards support our employees in being their most productive selves at work and in their personal lives. These arrangements preserve the benefit of flexibility while retaining talent, fostering creativity, innovation, collaboration, and enabling mentorship, all key drivers behind employees’ productivity, satisfaction, and success. Furthermore, these provisions support our commitment to creating a diverse, equitable, and inclusive workplace, removing barriers to augment our opportunity to attract and retain talent.

During fiscal 2022, we significantly increased our asynchronous learning opportunities in a variety of areas. We expanded our resources and built multiple learning paths to ensure our engineers have access to the best online learning resources on cutting-edge technologies. Our new Industry Development Program (IDP) is a 40-hour, on-demand program designed to onboard industry hires who have business experience and a sales focus. We also released career development resources which provide employees with access to tools such as Career Progression Plans, curated Skill Taxonomies, and relevant eLearning courses. In addition to our expanded partnerships and targeted programs, we created hundreds of in-house eLearning courses to help our employees learn about our business, industry, clients and products.

We also conducted a shorter, topic-focused survey toward the end of fiscal 2022 to assess the impact of our Learning & Development strategy and programs on employee engagement. We achieved a 61% response rate, with more than 2,300 comments received. Our highest scores indicated that we are actively supporting employee efforts to acquire additional training and experiences and we are supporting employees to develop the professional skills needed to succeed at their jobs. Survey data also showed that we are providing opportunities for employees to have meaningful discussions with management about career development.

Our employee compensation may include one or more of the following elements: base salaries, annual incentive awards, sales incentive awards, and equity awards. We differentiate individual salary, bonus and equity awards based on performance against key objectives and how effectively our managers and employees demonstrate behaviors consistent with our values and culture. We are committed to offering high-quality, affordable, locally competitive benefits options designed to meet the needs of our employees and their families and to support our employees’ physical, emotional, financial, and social wellbeing at every stage of life. Employees in all our locations globally have access to an Employee Assistance Program, providing them and their immediate family members access to experienced counselors for personal and professional support. In addition to offering access to professional counseling services, we provide our employees and families with education and resources. We provide regular updates on health coverage and resources available through our health plans.

We aggregate content from third-party data suppliers, news sources, exchanges, brokers and contributors into our dedicated managed databases, which our clients access through our flexible delivery platforms to perform their analysis. We seek to maintain contractual relationships with a minimum of two content providers for each major type of financial data, though certain data sets on which we rely have a limited number of suppliers. We make every effort to assure that, where reasonable, alternative sources are available. We have entered into third-party content agreements of varying lengths, which in some cases can be terminated with one year’s notice, at predefined dates, and in other cases on shorter notice. We are not dependent on any one third-party data supplier in order to meet the needs of our clients, with only two data suppliers each representing more than 10% of our total data costs for the twelve months ended August 31, 2022.

Our business is dependent on our ability to process substantial volumes of data and transactions rapidly and efficiently on our networks and systems. Our global technology infrastructure supports our operations and is designed to facilitate reliable and efficient processing and delivery of data and analytics to our clients. As part of our hybrid cloud strategy, we operate two fully redundant, physically separated data centers in the U.S. that provide client services, while also utilizing premier, market-leading cloud providers to run products and services that best benefit from cloud elasticity, resiliency, security, and regionalization. We currently use multiple providers of cloud services, however one supplier provided the majority of our cloud computing support for the twelve months ended August 31, 2022. Our physical data centers contain multiple layers of redundancy to enhance system performance, including maintaining, processing and storing data at multiple locations. In the event of a single site failure or localized disaster, client workloads will automatically move to unaffected sites. We continue to be focused on maintaining a global technological infrastructure that allows us to support our growing business.

We are a part of the financial information services industry, providing financial data, analytics and workflow solutions to the global investment community. This competitive market is comprised of both large, well-capitalized companies and smaller, niche firms including market data suppliers, news and information providers, and many third-party content providers that supply us with financial information included in our products. Our largest competitors are Bloomberg L.P., Refinitiv (a London Stock Exchange Group business) and Market Intelligence (an S&P Global business). Other competitors and competitive products include online database suppliers and integrators and their applications, such as BlackRock Solutions, Morningstar Inc. and MSCI Inc. Many of these firms provide products or services similar to our own offerings.

We have registered trademarks and copyrights for many of our products and services and will continue to evaluate the registration of additional trademarks and copyrights as appropriate. We enter into confidentiality agreements with our employees, clients, data suppliers and vendors. We seek to protect our workflow solutions, documentation and other written materials under trade secret, copyright and patent laws. While we do not believe we are dependent on any one of our intellectual property rights, we do rely on the combination of intellectual property rights and other measures to protect our proprietary rights. Despite these efforts, existing intellectual property laws may afford only limited protection.

We are subject to reporting requirements, disclosure obligations and other recordkeeping requirements of the Securities and Exchange Commission ("SEC") and the various local authorities that regulate each location in which we operate. Our P.A.N. Securities, LP subsidiary is a member of the Financial Industry Regulatory Authority, Inc. and is a registered broker-dealer under Section 15 of the Securities Exchange Act of 1934. P.A.N. Securities, LP, as a registered broker-dealer, is subject to Rule 15c3-1 under the Securities Exchange Act of 1934, which requires that we maintain minimum net capital requirements. We claim exemption under Rule 15c3-3(k)(2)(i).

Through the Investor Relations section of our website (https://investor.factset.com), we make available free of charge the following filings as soon as practicable after they are electronically filed with, or furnished to, the SEC: our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements for the annual stockholder meetings, Reports on Forms 3, 4 and 5, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. The SEC maintains a website that contains reports, proxy and information statements and other information that we file with the SEC at www.sec.gov.

Additionally, we broadcast our quarterly earnings calls live via the investor relations section of our website. We also provide notifications of news or announcements regarding our financial performance, including investor events and press and earnings releases on our investor relations website. The contents of this website section are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC and any reference to this section of our website is intended to be inactive textual references only.

The following table shows our current executive officers:


Name of Officer	Age	Office Held with FactSet	Officer Since
F. Philip Snow	58	Chief Executive Officer	2014
Linda S. Huber	64	Executive Vice President, Chief Financial Officer	2021
Rachel R. Stern	57	Executive Vice President, Chief Legal Officer, Global Head of Strategic Resources and Secretary	2009
Robert J. Robie	44	Executive Vice President, Head of Analytics & Trading Solutions	2018
Helen L. Shan	55	Executive Vice President, Chief Revenue Officer	2018
Daniel Viens	65	Executive Vice President, Chief Human Resources Officer	2018
Goran Skoko	61	Executive Vice President, Managing Director EMEA and Asia Pacific, Head of Research & Advisory Solutions	2019
Kristina W. Karnovsky	43	Executive Vice President, Chief Product Officer	2021
Jonathan Reeve	54	Executive Vice President, Head of Content & Technology Solutions	2021
John Costigan	53	Executive Vice President, Chief Content Officer	2022
Katherine M. Stepp	37	Executive Vice President, Chief Technology Officer	2022

F. Philip Snow – Chief Executive Officer. Mr. Snow was named Chief Executive Officer effective July 1, 2015. Prior to that, Mr. Snow held the title of President. He began his career at FactSet in 1996 as a Consultant, before moving to Asia to hold positions in the Tokyo and Sydney offices. Following his move back to the U.S. in 2000, Mr. Snow held various sales leadership roles prior to assuming the role of Senior Vice President, Director of U.S. Investment Management Sales in 2013. Mr. Snow received a Bachelor of Arts in Chemistry from the University of California at Berkeley and a Master of International Management from the Thunderbird School of Global Management. He has earned the right to use the Chartered Financial Analyst designation.

Linda S. Huber – Executive Vice President, Chief Financial Officer. Ms. Huber was appointed Executive Vice President, Chief Financial Officer of FactSet in October 2021. As Chief Financial Officer, she is responsible for FactSet’s global finance organization and oversees all financial functions, including accounting, corporate development, financial planning and analysis, treasury, tax, and investor relations. Prior to joining FactSet, Ms. Huber served as Chief Financial Officer and Treasurer at MSCI Inc. Prior to joining MSCI, she served as Executive Vice President and Chief Financial Officer of Moody’s Corporation from May 2005 to June 2018. Earlier in her career, Ms. Huber served in several increasingly senior roles in financial services, including Executive Vice President and Chief Financial Officer at U.S. Trust Company, a subsidiary of Charles Schwab & Company, Inc.; Managing Director at Freeman & Co.; Vice President of Corporate Strategy and Development and Vice President and Assistant Treasurer at PepsiCo.; Vice President of Energy Investment Banking Group at Bankers Trust Co.; and Associate in the Natural Resources Group at The First Boston Corp. Ms. Huber also held the rank of Captain in the U.S. Army. Ms. Huber earned an MBA from the Stanford Graduate School of Business and a B.S. degree in business and economics from Lehigh University.

Rachel R. Stern – Executive Vice President, Chief Legal Officer, Global Head of Strategic Resources and Secretary. Ms. Stern was appointed Executive Vice President, Chief Legal Officer and Global Head of Strategic Resources and Secretary in October 2018. In addition to her role in the Legal Department, Ms. Stern is also responsible for Compliance, Facilities Management and Real Estate Planning and the administration of our offices in Hyderabad, Manila and Riga. Ms. Stern joined FactSet in January 2001 as General Counsel. Ms. Stern is admitted to practice in New York, Washington D.C., and as House Counsel in Connecticut. Ms. Stern received a Bachelor of Arts from Yale University, a Master of Arts from the University of London and a Juris Doctor from the University of Pennsylvania Law School.

Helen L. Shan – Executive Vice President, Chief Revenue Officer. Ms. Shan was appointed Executive Vice President, Chief Revenue Officer effective May 3, 2021. As the Chief Revenue Officer, she is responsible for driving revenue growth by managing global sales, client solutions, marketing and media relations. Ms. Shan joined FactSet as Chief Financial Officer in September 2018 where she oversaw all financial functions at FactSet. Prior to that, she was at Marsh McLennan Companies, where she served in a variety of roles, including as the company's Corporate Treasurer and also as Chief Financial Officer for Mercer, a professional services firm where she was responsible for global financial reporting and performance, operational finance, investments, and corporate strategy. Preceding that, Ms. Shan also served as the Vice President and Treasurer for Pitney Bowes Inc. and served as a Managing Director at J.P. Morgan. In September 2018, Ms. Shan joined the Board of Directors of EPAM Systems Inc., a global provider of digital platform engineering and software development services. Ms. Shan holds dual degrees with a Bachelor of Science and a Bachelor of Applied Science from the University of Pennsylvania’s Wharton School of Business and School of Applied Science and Engineering. Ms. Shan also has a Master of Business Administration from Cornell University’s SC Johnson College of Business.

Daniel Viens – Executive Vice President, Chief Human Resources Officer. Mr. Viens was appointed Executive Vice President Chief Human Resources Officer in October 2021. Mr. Viens joined FactSet in September 1998 as a Vice President, Director of Human Resources and has held several leadership positions of increased responsibility in Human Resources. Prior to joining FactSet, Mr. Viens was a Director of Human Resources for First Data Solutions and Donnelly Marketing (a former company of Dun & Bradstreet), where he developed significant Human Resources acumen. Mr. Viens graduated from Boston University, and holds both a Master's Degree from Eastern Illinois University in Clinical Psychology and a Master of Business Administration from Columbia University.

Goran Skoko – Executive Vice President, Managing Director EMEA and Asia Pacific, Head of Research & Advisory Solutions. Mr. Skoko was appointed Executive Vice President, Managing Director EMEA and Asia Pacific and Head of Research & Advisory Solutions in July 2021. In his current role, Mr. Skoko is responsible for providing direction to address the product and content needs for EMEA and Asia Pacific clients while also focusing on increased deployment and building community with our Research & Advisory Solutions. Prior to that, Mr. Skoko was Executive Vice President, Managing Director EMEA and Asia Pacific and Head of Wealth Solutions. He joined FactSet in 2004 as a Senior Product developer and has held a number of positions of increased responsibility. Prior to FactSet, he spent 16 years in various engineering and product management roles at Thomson Financial. Mr. Skoko earned his B.S. in Physics and Computer Science from Fordham University.

Kristina W. Karnovsky – Executive Vice President, Chief Product Officer. Ms. Karnovsky was appointed Executive Vice President, Chief Product Officer in July 2021. In her current role she works across the entire product portfolio to deliver a differentiated advantage for clients and support their success. Prior to this role, Ms. Karnovsky was Head of Research Solutions. Ms. Karnovsky joined FactSet in 2001 as a Consultant and spent over a decade building FactSet's sell-side business in Sales leadership roles. Ms. Karnovsky earned a bachelor's degree from the University of Scranton.

Jonathan Reeve – Executive Vice President, Head of Content & Technology Solutions. Mr. Reeve was appointed Executive Vice President, Head of CTS at FactSet in October 2021. As Head of CTS, he oversees and leads the development of FactSet’s off-platform products, including financial data solutions, application technologies, CUSIP Global Services, and the delivery of FactSet proprietary and third-party content over our data feeds, API’s, Open FactSet Marketplace, and cloud-delivery solutions. Mr. Reeve joined FactSet in April 2020 as Senior Vice President and Head of Content & Technology Solutions. Prior to joining FactSet, Mr. Reeve led Connectivity, Feeds and Desktop Businesses at Intercontinental Exchange (ICE). Earlier in his career, he held various positions at S&P Global, including Chief Data Officer and Head of Product & Content for the S&P Market Intelligence Division. Mr. Reeve earned a B.A. in Economics from Concordia University in Montreal.

John Costigan – Executive Vice President, Chief Content Officer. Mr. Costigan was appointed Chief Content Officer of FactSet in April 2022. As Chief Content Officer, he is responsible for FactSet's enterprise-wide Content Strategy and leads Content Development from planning through production. This includes Content's Digital Transformation using modern techniques and technology to drive timeliness, accuracy, coverage, consistency and usability across all FactSet Content assets. Mr. Costigan has been at FactSet since September 2007 in a variety of roles. Prior to joining FactSet, Mr. Costigan served as Vice President, Product Management at Thomson Financial, and spent 11 years in a variety of Product Management roles at First Call, Autex, ILX, and Tradeweb. Mr. Costigan earned a bachelor's degree in Economics from St. Michael's College.

Katherine M. Stepp – Executive Vice President, Chief Technology Officer. Ms. Stepp was appointed Chief Technology Officer, effective September 1, 2022. As Chief Technology Officer, she is responsible for leading FactSet's technology organization and overseeing its digital transformation strategy. Ms. Stepp joined FactSet in 2008 and previously served as Senior Director of Product Management within FactSet's Research and Advisory workflow solutions business. Prior to that role, she was Senior Director of Engineering within FactSet's Research workflow solutions business. Ms. Stepp holds a B.S. in Computer Science from Carnegie Mellon University.

The following risks could materially and adversely affect our business, financial condition, results of operations, and cash flows and, as a result, the trading price of our common stock could decline. These risk factors do not identify all risks that we face; our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Investors should also refer to the other information set forth in this Annual Report on Form 10-K, including Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and our Consolidated Financial Statements including the related Notes. Investors should carefully consider all risks, including those disclosed here, before making an investment decision.

Many of our products, as well as our internal systems and processes, involve the collection, retrieval, processing, storage and transmission through a variety of media channels of our own, as well as supplier and customer, proprietary information and sensitive or confidential data. We rely on, and continuously invest in, a complex system of internal processes and controls, along with policies, procedures and training, designed to protect data that we receive in the ordinary course of business, including information from client portfolios and strategies. However, these measures do not guarantee security, and improper access to or release of confidential information may still occur through, for example, employee error or malfeasance, system error, other inadvertent release, failure to properly purge and protect data, or cyberattack. Additionally, the maintenance and enhancement of our systems may not be completely effective in preventing loss, unauthorized access or misappropriation. Data misappropriation, unauthorized access or data loss could instill a lack of confidence in our products and systems and damage our brand, reputation and business. Breaches of security measures could expose us, our clients or the individuals affected to a risk of loss or misuse of this information, potentially resulting in litigation and liability for us, as well as the loss of existing or potential clients and suppliers. Many jurisdictions in which we operate have laws and regulations relating to data privacy and protection of personal information, including, for example, the European Union General Data Protection Regulation, which became effective May 25, 2018, the laws of multiple U.S. states such as California's Consumer Privacy Act, which became effective January 1, 2020, and China's Personal Information Protection Law, which became effective November 1, 2021. These laws contain requirements regarding the handling of personal and sensitive data, including our use, protection and the ability of persons whose data is stored to correct or delete such data about themselves. The law in this area continues to develop and the changing nature of privacy laws could impact our processing of personal and sensitive information related to our content, operations, employees, clients, and suppliers, and may expose us to claims of violations.

In providing our digital-enabled 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 and these third-party service providers are subject to the risks of system failures and security breaches, including cyber-attacks (including those sponsored by nation-states, terrorist organizations, or global corporations seeking to illicitly obtain technology or other intellectual property), such as phishing scams, hacking, viruses, denials of service attacks, tampering, intrusions, physical break-ins, ransomware and malware as well as employee errors or malfeasance. In some cases, these risks might be heightened when employees are working remotely. Our and our vendors' use of mobile and cloud technologies may increase our risk for such threats. Our protective

While we have dedicated resources responsible for maintaining appropriate levels of cybersecurity and implemented systems and processes intended to help identify cyberattacks and protect and remediate our network infrastructure, we are aware that these attacks have become increasingly frequent, sophisticated, and difficult to detect and, as a result, we may not be able to anticipate, prevent or detect all such attacks. We also may be impacted by a cyberattack targeting one of our vendors or within our technology supply chain or infrastructure. Our contracts with service providers typically require them to implement and maintain adequate security controls, but we may not have the ability to effectively monitor these security measures. As a result, inadequacies of the third-party security technologies and practices may not be detected until after a security breach has occurred. These risks may be heightened in connection with employees working from remote work environments, as our dependency on certain service providers, such as video conferencing and web conferencing services, has significantly increased. In addition, to access our network, products and services, customers and other third parties may use personal mobile devices or computing devices that are outside of our network environment and are subject to their own security risk.

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 services provided to clients were disrupted; or if products or services were perceived as having security vulnerabilities. The costs we would incur to address and resolve these security incidents would increase our expenses. These types of security incidents could also lead to lawsuits, regulatory investigations and claims, loss of business and increased legal liability. Cyberattacks, security breaches or third-party reports of perceived security vulnerability to our systems, even if no breach has occurred, also could damage our brand and reputation, result in litigation, regulatory actions, loss of client confidence and increased legal liability. We also make acquisitions periodically. While significant effort is placed on addressing information technology security issues with respect to the acquired companies, we may inherit such risks when these acquisitions are integrated into our infrastructure.

Our clients rely on us for the delivery of time-sensitive, up-to-date data and applications. Our business is dependent on our ability to process substantial volumes of data and transactions rapidly and efficiently on our computer-based networks, database storage facilities, and other network infrastructure, which are located across multiple facilities globally. If we experience significant growth of our customer base or increases in the number of products or services or in the speed at which we are required to provide products and services, it may strain our systems. Additionally, our systems and networks may become strained due to aging or end-of-life technology that we have not yet updated or replaced.

Our computer operations, as well as our other business centers, and those of our suppliers and clients, are vulnerable to interruption by fire, natural disaster, power loss, telecommunications failures, terrorist attacks, acts of war, civil unrest, internet failures, computer viruses, security breaches, and other events beyond our reasonable control. In addition, in the remote work environments, the daily activities and productivity of our workforce is now more closely tied to key vendors, such as video conferencing services, consistently delivering their services without material disruption. Our ability to deliver information using the internet and to operate in a remote working environment may be impaired because of infrastructure failures, service outages at third-party internet providers, malicious attacks, or other factors.

We also currently use multiple providers of cloud services; however, one supplier provided the majority of our cloud computing support for the twelve months ended August 31, 2022. While we believe this provider to be reliable, we have limited control over its performance, and a disruption or loss of service from this provider could impair our system's operation and our ability to operate for a period of time. We maintain back-up facilities and certain other redundancies for each of our major data centers to minimize the risk that any such event will disrupt those operations. However, a loss of our services involving our significant facilities may materially disrupt our business and may induce our clients to seek alternative data suppliers. Any such losses or damages we incur could have a material adverse effect on our business. Although we seek to minimize these risks through security measures, controls, back-up data centers and emergency planning, there can be no assurance that such efforts will be successful or effective. Additionally, we may also face significant increases in our use of power and data storage and may experience a shortage of capacity and increased costs associated with such usage.

and services, the scaling of our business for future growth, and the accurate maintenance of our data and operations. The implementation of new technologies and infrastructure, such as migration to new cloud-based systems, is complex and can involve substantial expenditures as well as risks inherent in the conversion to any new system, including potential loss of information and disruption to operations. We may experience unanticipated interruption and delay in the performance and delivery of certain of our products and services. Certain of our technologies are also dependent upon third-party providers to maintain adequate systems to protect the security of our confidential information and data. Failure by our providers to maintain appropriate security could result in unauthorized access to our systems or a network disruption that could further lead to improper disclosure of confidential information or data, regulatory penalties and remedial costs. Any disruption to either the provider’s systems or the communication links between us and the provider could negatively affect our ability to operate our data systems and could impair our ability to provide services to our clients. If the services to our clients are disrupted, or if there is unauthorized access to the confidential information of our clients or our vendors, we could suffer significant damage to our brand and reputation and lose clients. We also may incur increased operating expenses to recover data, repair or remediate systems, equipment or facilities, and to protect ourselves from such disruptions. 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 open source code in our software development and incorporate it into our products and internal systems. The use of open source code may entail greater risks than the use of third-party commercial software. Open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality or security of the code. Some open source licenses provide that if we combine our proprietary applications with the open source software in a certain manner, we could be required to release the source code of our proprietary applications to the public. This would allow our competitors to create similar products with less development effort and time and ultimately put us at a competitive disadvantage. We have implemented procedures to control the use of open source code so as to mitigate this risk; however, the terms of many open source licenses are also ambiguous and have not been interpreted by U.S. or other courts. Therefore, there is a risk that our internal procedures controlling the use of open source code could fail, or that the licenses could be construed in a manner that imposes unanticipated conditions or restrictions on us. If any of this were to occur, we could be required to seek alternative third-party licenses at increased costs or reduced scope, to re-engineer products or systems, or potentially to discontinue the licensing of certain products. Any remedial actions could divert resources away from our development efforts, be time intensive and have a significant cost.

We continue to experience intense competition across all markets for our products, with competitors ranging in size from smaller, highly specialized, single-product businesses to multi-billion-dollar companies. While we believe the breadth and depth of our suite of products and applications offer benefits to our clients that are a competitive advantage, our competitors may offer price incentives to attract new business. Future competitive pricing pressures may result in decreased sales volumes and price reductions, resulting in lower revenues and ASV. Weak economic conditions may also result in clients seeking to utilize lower-cost information that is available from alternative sources. The impact of cost-cutting pressures across the industries we serve could lower demand for our products. 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 ours. If our clients consolidate their spending with fewer suppliers, by selecting suppliers with lower-cost offerings or by self-sourcing their needs for financial market data, our business could be negatively affected.

The predominant investment strategy today is still active investing, which attempts to outperform the market. The main advantage of active management is the expectation that the investment managers will be able to outperform market indices. They make informed investment decisions based on their experiences, insights, knowledge and ability to identify opportunities that can translate into superior performance. The main advantage of passive investing is that it closely matches the performance of market indices. Passive investing requires little decision-making by investment managers and low operating costs which result in lower fees for the investor. 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 services.

The majority of our ASV is derived from our investment management clients, and the profitability and management fees of many of these clients are tied to assets under management. An equity market decline not only depresses the value of assets under management but also could cause a significant increase in redemption requests from our clients’ customers, further reducing their assets under management. Reduced client profits and management fees may cause our clients to cut costs. Moreover, extended declines in the equity and fixed income markets may reduce new fund or client creation. Each of these developments may result in lower demand from investment managers for our services and workstations, which could negatively affect our business.

Many of our clients are investment banks, asset managers, wealth advisors, and other financial services entities. Uncertainty or downturns in the global economy or a lack of confidence in the global financial system could negatively impact our clients, which could cause a corresponding negative impact on our business results. Mergers, consolidation or contraction of our clients in the financial services industry also could directly impact the number of clients and prospective clients and users of our products and services. If our clients merge with or are acquired by other entities that are not our clients, or that use fewer of our products and services, they may discontinue or reduce their use of our products and services. Thus, economic uncertainty, economic downturns, lack of confidence in the global financial system, and consolidation in this sector could adversely affect our business, financial results and future growth.

The decision on the part of large institutional clients to purchase our 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 process is also influenced by market volatility and market downturns. These characteristics often lead us to engage in relatively lengthy sales efforts. Purchases (and incremental ASV) may therefore be delayed as uncertainties or downturns in the financial markets may cause clients to remain cautious about capital and data content expenditures, particularly in uncertain economic environments. Market volatility or market downturns may curtail our client's spending and lead them to delay or defer purchasing decisions or product service implementations, or cause them to cancel or reduce their spending with us, which could negatively impact our revenues and future growth.

The market for our products is characterized by rapid technological change, including methods and speed of delivery, changes in client demands, development of new investment instruments and evolving industry standards. The direction of these trends can render our existing products less competitive, obsolete or unmarketable. As a result, our future success will continue to depend upon our ability to identify and develop new products and enhancements that address the future needs of our target markets and to respond to their changing standards and practices. We may not be successful in developing, introducing, marketing, licensing and implementing new products and enhancements on a timely and cost-effective basis or without impacting the stability and efficiency of existing products and customer systems. Further, any new products and enhancements may not adequately meet the requirements of the marketplace or achieve market acceptance. We must make long-term investments and commit significant resources before knowing whether these investments will eventually result in products and services that satisfy our clients' needs and generate revenues required to provide the desired results. Our failure or inability to anticipate and respond to changes in the marketplace, including competitor and supplier developments, may also adversely affect our business, operations and growth.

Errors or defects can exist at any point in a product's life cycle, but are more frequently found after the introduction of new products or enhancements to existing products. Despite internal testing and testing by clients, our products may contain errors. We may also experience delays while developing and introducing new products for various reasons, such as difficulties in licensing data inputs. Defects, errors, or delays in our products that are significant, or are perceived to be significant, could result in rejection or delay in market acceptance, damage to our reputation, loss of revenues, lower rate of license renewals or upgrades, diversion of development resources, product liability claims or regulatory actions, or increases in service and support costs.

also subject to regulations and requirements to adopt risk management processes commensurate with the level of risk and complexity of their third-party relationships, and provide rigorous oversight of relationships that involve certain "critical activities," some of which may be deemed to be provided by us. Any failure on our part to comply with the specific provisions in customer contracts could result in the imposition of various penalties, which may include termination of contracts, service credits, suspension of payments, contractual penalties, adverse monetary judgments, and, in the case of government contracts, suspension from future government contracting. Even if the outcome of any claims brought against us were ultimately favorable, such a claim would require the time and attention of our management, personnel, as well as financial and other resources and potentially pose a significant disruption to our normal business operations.

There can be no assurance that we will be able to identify suitable candidates for successful acquisition at acceptable prices. Additionally, there may be integration risks or other risks resulting from acquired businesses, including our acquisition of CGS during fiscal 2022. Our ability to achieve the expected returns and synergies from past and future acquisitions and alliances depends in part upon our ability to integrate the offerings, technology, sales, administrative functions and personnel of these businesses effectively into our core business. We cannot guarantee that our acquired businesses will perform at the levels anticipated. In addition, past and future acquisitions may subject us to unanticipated risks or liabilities or disrupt operations.

Growth, such as the addition of new clients and acquisitions, puts demands on our resources, including our internal systems and infrastructure. These may require improvements or replacement to meet the additional demands of a larger organization. Further, the addition of new clients and the implementation of such improvements would require additional management time and resources. These needs may result in increased costs that could negatively impact results of operations. Failure to implement needed improvements, such as improved scalability, could result in a deterioration in the performance of our internal systems and negatively impact the performance of our business.

We enjoy a positive reputation in the marketplace. Our ability to attract and retain clients and employees is affected by external perceptions of our brand and reputation. 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 products. Although we monitor developments for areas of potential risk to our reputation and brand, negative perceptions or publicity could have a material adverse effect on our business and financial results.

In fiscal 2022, approximately 40% of our revenues related to operations located outside the U.S. In addition, approximately 79% of our employees are located in offices outside the U.S. We expect our growth to continue outside the U.S. Our non-U.S. operations involve risks that differ from or are in addition to those faced by our U.S. operations. These risks include difficulties in developing products, services and technology tailored to the needs of non-U.S. clients, including in emerging markets; different employment laws and rules; rising labor costs in lower-wage countries; difficulties in staffing and managing personnel that are located outside the U.S.; different regulatory, legal and compliance requirements, including in the areas of privacy and data protection, anti-bribery and anti-corruption, trade sanctions and 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 conflict between Ukraine and Russia expands 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. If we are not able to adapt efficiently or manage the business effectively in markets outside the U.S., our business prospects and operating results could be materially and adversely affected.

lengths, which in some cases can be terminated on one year’s notice at predefined dates, and in other cases on shorter notice. Some of our content provider agreements are with competitors, who may attempt to make renewals difficult or expensive. We seek to maintain favorable contractual relationships with our data suppliers, including those that are also competitors. However, we cannot control the actions and policies of our data suppliers and we may have data suppliers who provide us with notice of termination, or exclude or restrict us from use of their content, or only license such content at prohibitive cost. Additionally, despite our efforts to comply with our third-party data supplier agreements, there can be no assurances that third parties may not challenge our use of their content, which could result in increased licensing costs, loss of rights, and costly legal actions. Certain data sets that we rely on have a limited number of suppliers, although we make every effort to assure that, where reasonable, alternative sources are available. We are not dependent on any one third-party data supplier in order to meet the needs of our clients, with only two data suppliers each representing more than 10% of our total data costs for the twelve months ended August 31, 2022. Our failure to be able to maintain these relationships, or the failure of our suppliers to deliver accurate data or in a timely manner, or the occurrence of a dispute with a vendor over use of their content, could increase our costs and reduce the type of content and products available to our clients, which could harm our reputation in the marketplace and adversely affect our business.

Each year, an increasing amount of free or relatively inexpensive information becomes available, particularly through the internet, and this trend may continue. The availability of free or relatively inexpensive information may reduce demand for our products. While we believe our service offering is 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.

Our business is based on successfully attracting, motivating and retaining talented and diverse employees. Creating a diverse and inclusive environment that promotes empowerment and engagement is key to our ability to attract, retain, and develop talent. Competition for talent, especially engineering personnel, is strong. We need technical resources such as engineers to help develop new products and enhance existing services. We rely upon sales personnel to sell our products and services and maintain healthy business relationships. Our future success also is dependent on the continued service and performance of the members of our senior leadership team. All of these personnel possess business and technical capabilities that are difficult to replace. If we are unsuccessful in our recruiting efforts, or if we are unable to retain key employees, our ability to develop and deliver successful products and services may be adversely affected and could have a material, adverse effect on our business.

Our business could be materially and adversely affected by the risk, or the public perception of risk, related to a pandemic or widespread health crisis, such as the COVID-19 pandemic. 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 products. 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 obligations relative to the conduct of our business, including our ability to gather content. Such results could have a material adverse effect on our operations, business, financial condition, results of operations, or cash flows.

To date, the COVID-19 pandemic has not had a material negative impact on our financial condition, results of operations, or cash flows. However, due to the ongoing uncertainty related to the duration, magnitude and impact of the pandemic, it may still have a substantial negative impact on our employees' or vendors' productivity, which could result in our operations, including our ability to gather content, suffering, and in turn our results of operations, cash flows, and overall financial performance being impacted negatively. Furthermore, if our employees incur substantial medical expenses due to COVID-19, our expenses may increase due to our self-funded employee medical insurance model. Our management is focused on mitigating the effects of COVID-19 on our business, which has required and will continue to require a substantial investment of their time and may delay their other efforts. The continued impact of COVID-19 may also increase the severity or likelihood of the other risks described in this Item, any of which could have a material effect on us. Given the dynamic nature of these circumstances, the extent to which our business, financial condition, results of operations, or cash flows are affected by COVID-19 will depend in part on future developments which cannot be accurately predicted and are uncertain. The impact of the COVID-19 pandemic depends upon various uncertainties, including the geographic spread of the virus, the severity of the virus, the duration of the outbreak, and actions that may be taken by governmental authorities to contain the virus. If we are not able to respond to and manage the impact of such events effectively, our business and financial condition could be negatively impacted. Refer to Item

As a business, we are subject to numerous laws and regulations in the U.S. and in the other countries in which we operate. These laws, rules, and regulations, and their interpretations, may change in the future or conflict, and compliance with these changes may increase our costs or cause us to make changes in or otherwise limit our business practices. In addition, the global nature and scope of our business operations make it more difficult to monitor areas that may be subject to regulatory and compliance risk. If we fail to comply with any applicable law, rule, or regulation, we could be subject to claims and fines and suffer reputational damage. Uncertainty caused by political change globally, and complex relationships across countries, including the U.S. and nations in Europe and Asia, heightens the risk of regulatory uncertainty.

Many of our clients operate within a highly regulated environment and must comply with governmental legislation and regulations. The U.S. regulators have increased their focus on the regulation of the financial services industry. Increased regulation of our clients may increase their expenses, causing them to seek to limit or reduce their costs from outside services such as ours. Additionally, if our clients are subjected to investigations or legal proceedings they may be adversely impacted, possibly leading to their liquidation, bankruptcy, receivership, reduction in assets under management, or diminished operations, which would adversely affect our revenues. Recent regulatory changes that we believe might materially impact us and our clients include:

In the European Union ("EU"), the Markets in Financial Instruments Directive (recast) ("MiFID II") became effective in January 2018. In the United Kingdom ("UK"), laws and regulations implementing MiFID II were modified to transpose aspects of EU law and address deficiencies that would have otherwise been created as a result of the UK's withdrawal from the EU. We believe that compliance with MiFID II requirements is time-consuming and costly for investment managers who are subject to it and may cause clients to adapt their pricing models and business practices significantly. These increased costs may impact our clients’ spending and may cause some investment managers to lose business or withdraw from the market, which may adversely affect demand for our services. However, MiFID II may also present us with new business opportunities for new service offerings. In May 2022, the UK government announced the new Financial Services and Markets Bill ("FSM Bill"), which would reform financial service regulation in the UK and represent a divergence from the existing UK MiFID regime. There is no set timescale as to when passage of the FSM Bill would occur. This regulatory reform may impact some of our UK-regulated clients and may require them to devote more resources towards realigning their compliance measures, and in some cases ensuring compliance with both the UK and EU regimes. We continue to monitor and work with our clients to navigate through the impact of UK regulatory change and of MiFID II on the investment process and trade lifecycle.

On January 31, 2020, the UK formally left the EU. On January 1, 2021, the UK left the EU Single Market and Customs Union, as well as all EU policies and international agreements. resulting in two separate markets in the EU and the UK. On December 24, 2020, the EU reached a trade agreement with the UK (the "Trade Agreement"). The Trade Agreement offers UK and EU companies preferential access to each other's markets, ensuring imported goods will be free of tariffs and quotas; however, economic relations between the UK and EU will now be on more restricted terms than existed previously. The Trade Agreement does not incorporate the full scope of the services sector, and businesses such as banking and finance face uncertainty. In March 2021, the UK and EU had agreed on a framework for voluntary regulatory cooperation and dialogue on financial services issues between the two countries in a Memorandum of Understanding (the "MOU"), which is expected to be signed after formal steps are completed, although this has not yet occurred. In June 2022, following an inquiry, the European Affairs Committee issued a report which concluded that while the outlook for financial services after Brexit seems relatively positive, the impact of Brexit on financial services would be dependent on political decisions made by the UK and the EU. At this time, we cannot predict the impact that the Trade Agreement, the MOU or any future agreements on services, particularly financial services, will have on our business and our clients. It is possible that new terms may adversely affect our operations and financial results. We continue to evaluate our own risks and uncertainty related to Brexit, and partner with our clients to help them navigate the fluctuating international markets. This uncertainty may have an impact on our clients’ expansion or spending plans, which may in turn negatively impact our revenue or growth. The EU Commission has adopted adequacy decisions which will allow personal data to continue to move freely between the EU and the UK until June 27, 2025. While these adequacy decisions have created some certainty for our clients, we will continue to monitor developments which may impact their future validity and extension.

We may receive notice from others claiming that we have infringed upon their intellectual property rights. Responding to these claims may require us to enter into royalty and licensing agreements on unfavorable terms, incur litigation costs, enter into settlements, stop selling or redesign affected products, or pay damages and satisfy indemnification commitments with our clients or suppliers under contractual provisions of various license arrangements. Additionally, third parties may copy, infringe or otherwise profit from the unauthorized use of our intellectual property rights, requiring us to litigate to protect our rights. Certain countries may not offer adequate protection of proprietary rights. If we are required to defend ourselves or assert our rights or take such actions mentioned, our operating margins may decline as a result. We have incurred, and expect to continue to incur, expenditures to acquire the use of technology and intellectual property rights as part of our strategy to manage this risk.

In the ordinary course of business, we are subject to changes in tax laws as well as tax examinations by various governmental tax authorities. The global and diverse nature of our business means that there could be additional examinations by governmental tax authorities and the resolution of ongoing and other probable audits which could impose a future risk to the results of our business. In August 2019 and July 2021, 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. Based upon a review of the Notices, we believe the Commonwealth may assess sales/use tax, interest and underpayment penalties on previously recorded sales transactions. We filed an appeal to the Notices and we intend to contest any such assessment, if assessed, and continue to cooperate with the Commonwealth’s inquiry. Further, on August 10, 2021, we received a letter (the "Letter") from the Commonwealth relating to additional prior tax periods, requesting sales information to determine if a notice of intent to assess should be issued to FactSet with respect to these tax periods. Based upon a preliminary review of the Letter, we believe the Commonwealth might seek to assess sales/use tax, interest and underpayment penalties on previously recorded sales transactions.

As of August 31, 2022, we have concluded that a payment to the Commonwealth is probable. We recorded an accrual which is not material to our consolidated financial statements. While we believe that the assumptions and estimates used to determine the accrual are reasonable, future developments could result in adjustments being made to this accrual. If we are presented with a formal assessment for any of these matters, we believe that we will ultimately prevail; however, if we do not prevail, the amount of any assessment could have a material impact on our consolidated financial position, results of operations and cash flows.

Due to the global nature of our operations, we conduct business outside the U.S. in several currencies. Our primary currency exposures include the British Pound Sterling, Euro, Indian Rupee and Philippine Peso. To the extent our international activities increase in the future, our exposure to fluctuations in currency exchange rates may increase as well. To manage this exposure, we utilize derivative instruments (such as foreign currency forward contracts). By their nature, all derivative instruments involve elements of market and credit risk. The market risk associated with these instruments resulting from currency exchange movements is expected to offset the market risk of the underlying transactions, assets and liabilities being hedged. Credit risk is managed through the continuous monitoring of exposure to the counterparties associated with these instruments. Our primary objective in holding derivatives is to reduce the volatility of earnings with changes in foreign currency. Although we believe

We provide public, full-year financial guidance based upon assumptions regarding our expected financial performance, including our ability to grow revenues and organic ASV plus professional services, to meet our planned expenses and maintain a certain tax rate, and our ability to achieve our profitability targets. We can provide no assurances that we will be able to maintain the levels of growth and profitability that we have experienced in the past, or that our growth strategies will be successful. If we are unable to successfully execute on our strategies to achieve our growth objectives and retain our existing clients, or if we experience higher than expected operating costs or taxes, we risk not meeting our full-year financial guidance or may find it necessary to revise such guidance during the year.

Our costs and the demand for our products may be impacted by domestic and international factors that are beyond our control. Negative conditions in the general economy in either the United States or abroad, including conditions resulting from financial and credit market fluctuations, changes in economic policy, inflation rate fluctuations and trade uncertainty, including changes in tariffs, sanctions, international treaties and other trade restrictions, could result in an increase in our costs and/or a reduction in demand for our products, which could have an adverse effect on our results of operations and financial condition.

The success of our acquisition of the CGS business (the "CGS Business") will depend on, among other things, our ability to incorporate the CGS Business into our business in a manner that enhances our value proposition to clients and facilitates other growth opportunities. We must successfully include the CGS Business within our business in a manner that permits these growth opportunities to be realized. In addition, we must achieve the growth opportunities without adversely affecting current revenues and investments in other future growth. If we are not able to successfully achieve these objectives, the anticipated benefits of the acquisition of CGS (the "CGS Transaction") may not be realized fully, if at all, or may take longer to realize than expected. Additionally, management may face challenges in incorporating certain elements and functions of the CGS Business with the FactSet business, and this process may result in additional and unforeseen expenses. The CGS Transaction may also disrupt the CGS Business’s and FactSet’s ongoing business or cause inconsistencies in standards, controls, procedures and policies that adversely affect our relationships with third-party partners, employees, suppliers, customers and others with whom the CGS Business and FactSet have business or other dealings or limit our ability to achieve the anticipated benefits of the CGS Transaction. It is possible that our experience in operating the CGS Business will require us to adjust our expectations regarding the impact of the CGS Transaction on our operating results. If we are not able to successfully add the CGS Business to the existing FactSet business in an efficient, effective and timely manner, anticipated benefits, including the opportunities for growth we expect from the CGS Transaction, may not be realized fully, if at all, or may take longer to realize than expected, and our cash flow and financial condition may be negatively affected.

We have incurred a number of non-recurring costs associated with the CGS Transaction. These costs and expenses include financial advisory, legal, accounting, consulting and other advisory fees and expenses, filing fees and other related charges. There is also a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the CGS Transaction. While we have assumed that a certain level of expenses would be incurred in connection with the CGS Transaction and related transactions, there are many factors beyond our control that could affect the total amount or the timing of the integration and implementation expenses. There may also be additional unanticipated significant costs in connection with the CGS Transaction that we may not recoup. These costs and expenses could reduce the benefits and additional income we expect to achieve from the CGS Transaction. Although we expect that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.

In addition, we may not be able to generate sufficient cash flow from our operations to repay our indebtedness when it becomes due and to meet our other cash needs. If we are not able to pay our debts as they become due, we will be required to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring our indebtedness or selling additional debt or equity securities. We may not be able to refinance our debt or sell additional debt or equity securities or our assets on favorable terms, if at all, and if we must sell our assets, it may negatively affect our ability to generate revenues.

The 2022 Credit Agreement contains, and our future debt instruments may contain, various provisions that limit our ability to, among other things: incur liens; incur additional indebtedness, guarantees or other contingent obligations; enter into sale and leaseback transactions; engage in mergers and consolidations; make investments and acquisitions; change the nature of our business; and make sales, transfers and other dispositions of property and assets. The indenture governing the Senior Notes also contains various provisions that limit our ability to, among other things: incur liens; enter into sale and leaseback transactions; engage in mergers and consolidations; and make sales, transfers and other dispositions of property and assets. These covenants could adversely affect our ability to finance our future operations or capital needs and pursue available business opportunities.

In addition, the 2022 Credit Agreement requires us to maintain specified financial ratios and satisfy certain financial condition tests. Events beyond our control, including changes in general economic and business conditions, may affect our ability to meet those financial ratios and financial condition tests. We cannot assure you that we will meet those tests or that the lenders will waive any failure to meet those tests. A breach of any of these covenants or any other restrictive covenants contained in the definitive documentation governing our indebtedness would result in a default or an event of default. If an event of default in respect of any of our indebtedness occurs, the holders of the affected indebtedness could declare all amounts outstanding, together with accrued interest, to be immediately due and payable, which, in turn, could cause the default and acceleration of the maturity of our other indebtedness. We expect we will be permitted to incur substantial amounts of secured debt under the covenants in the indenture governing the Senior Notes and the 2022 Credit Facilities. If, upon an acceleration, we were unable to pay amounts owed in respect of any such indebtedness secured by liens on our assets, then the lenders of such indebtedness could proceed against the collateral pledged to them.

rate. Under the 2022 Credit Agreement, loans denominated in Pounds Sterling will bear interest at the Daily Simple Sterling Overnight Index Average ("SONIA") (subject to a "zero" floor) and loans denominated in Euros will bear interest at the Euro Interbank Offered Rate ("EURIBOR") (subject to a "zero" floor), in each case, plus an applicable interest rate margin. The interest rate margin will fluctuate based upon our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio. An increase in the alternate base rate, Term SOFR, Daily Simple SOFR, SONIA or EURIBOR would increase our interest payment obligations under the 2022 Credit Facilities and could have a negative effect on our cash flow and financial condition.

To mitigate this exposure, on March 1, 2022, we entered into an interest rate swap agreement to hedge the variable interest rate obligation on a portion of our outstanding balance under the 2022 Credit Facilities. However, as the interest rate swap agreement covers only a portion of our outstanding balance under the 2022 Credit Facilities, a substantial portion of our outstanding balance under the 2022 Credit Facilities continues to be exposed to interest rate volatility. An increase in the applicable rates would increase our interest payment obligations under the 2022 Credit Facilities and could have a negative effect on our cash flow and financial condition.

Refer to the table set forth below for the listing of our leased office space by geographic location. The listing excludes any office locations that we have fully vacated during fiscal 2022 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. We will continue to evaluate our real estate needs; however, we expect that this initiative is largely complete. We believe the amount of leased space as of August 31, 2022 is adequate for our current business needs and that additional space can be available to meet any future needs.


Segment			Leased Location
Americas			Austin, Texas
			Boston, Massachusetts
			Charlotte, North Carolina
			Chicago, Illinois
			Jackson, Wyoming
			Lakewood, Colorado
			Los Angeles, California
			New York, New York
			Norwalk, Connecticut
			Piscataway, New Jersey
			Reston, Virginia
			San Francisco, California
			Sao Paulo, Brazil
			Toronto, Canada
			Youngstown, Ohio

EMEA			Amsterdam, the Netherlands
			Dubai, United Arab Emirates
			Frankfurt, Germany
			Gothenburg, Sweden
			London, England
			Luxembourg City, Luxembourg
			Milan, Italy
			Paris, France
			Riga, Latvia
			Sofia, Bulgaria
			Stockholm, Sweden

Asia Pacific			Chennai, India
			Hong Kong SAR, China
			Hyderabad, India
			Manila, the Philippines
			Melbourne, Australia
			Mumbai, India
			Shanghai, China
			Singapore
			Sydney, Australia
			Tokyo, Japan

Dividends - During fiscal years 2022 and 2021, our Board of Directors declared the following dividends on our common stock:


Year Ended	Dividends per Share of Common Stock		Record Date	Total $ Amount (in thousands)		Payment Date
Fiscal 2022
First Quarter	$	0.82	November 30, 2021	$	30,973	December 16, 2021
Second Quarter	$	0.82	February 28, 2022	31,065		March 17, 2022
Third Quarter	$	0.89	May 31, 2022	33,795		June 16, 2022
Fourth Quarter	$	0.89	August 31, 2022	33,860		September 15, 2022
Total Dividends				$	129,693

Fiscal 2021
First Quarter	$	0.77	November 30, 2020	$	29,266	December 17, 2020
Second Quarter	$	0.77	February 26, 2021	29,141		March 18, 2021
Third Quarter	$	0.82	May 31, 2021	30,972		June 17, 2021
Fourth Quarter	$	0.82	August 31, 2021	30,845		September 16, 2021
Total Dividends				$	120,224

(2)As of August 31, 2022, a total of $181.3 million remained available for future share repurchases under our existing share repurchase program. Repurchases may be made from time to time in the open market and privately negotiated transactions, subject to market conditions. No minimum number of shares to be repurchased has been fixed. There is no timeframe to complete the share repurchase program and it is expected that share repurchases will be paid using existing and future cash generated by operations. Beginning in the second quarter of fiscal 2022, we suspended our share repurchase program until at least the second half of fiscal 2023, with the exception of potential minor repurchases to offset dilution from grants of equity awards or repurchases to satisfy withholding tax obligations due upon the vesting of stock-based awards. The suspension of our share repurchase program allows us to prioritize the repayment of debt under the 2022 Credit Facilities. Refer to Note 12, Debt for more information on the 2022 Credit Facilities.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. For a similar detailed discussion comparing fiscal 2021 and 2020, refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report on Form 10-K for the year ended August 31, 2021. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause such differences include, but are not limited to, those identified below and those discussed in Item 1A. Risk Factors of this Annual Report on Form 10-K.

For over 40 years, the FactSet platform has delivered expansive data, sophisticated analytics and flexible technology used by global financial professionals to power their critical investment workflows. As of August 31, 2022, we had more than 7,500 clients comprised of approximately 180,000 investment professionals, including asset managers, bankers, wealth managers, asset owners, channel partners, hedge funds, corporate users, private equity and venture capital professionals. Our on- and off-platform solutions span the investment lifecycle to include investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting. Our revenues are primarily derived from subscriptions to our multi-asset class data and solutions powered by our content refinery. Our products and services include workstations, portfolio analytics and enterprise solutions.

•Growing our digital platform: We are scaling up our content refinery to offer a comprehensive and connected inventory of industry, proprietary and third-party data for the financial community. This data includes granular data for key industry verticals, private companies, wealth management, real-time data, and environmental, social and governance data ("ESG"). We are driving personalized workflow solutions for financial professionals, including asset managers, bankers, wealth managers, asset owners, channel partners, hedge funds, corporate users and private equity and venture capital professionals. We offer an open ecosystem with solutions and content that is accessible and flexible through a myriad of delivery methods. Our goal is to deliver cloud-based data and analytics to our clients, enabling them to more efficiently manage their workflows.

Revenues for the fiscal year 2022 was $1.8 billion, an increase of 15.9% from the prior year. Revenues increased across our operating segments, primarily in the Americas, followed by EMEA and Asia Pacific, supported by increased revenues from each of our workflow solutions, mainly in CTS, followed by Research & Advisory and Analytics and Trading and our annual price increase. Organic revenues contributed to 9.8% of the growth during fiscal 2022, compared with the prior year period. Refer to Part II, Item 7. 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 reconciliation between revenues and organic revenues.

Operating income for the fiscal year 2022 increased 0.3%, compared with the prior year period. Operating margin decreased in fiscal 2022 to 25.8%, compared with 29.8% for fiscal 2021. Operating margin decreased primarily due to impairment charges related to vacating certain leased office space and higher amortization of intangible assets, primarily from the CGS acquisition, partially offset by growth in revenues and lower employee compensation expense, when expressed as a percentage of revenue. Diluted earnings per share ("EPS") decreased 1.1% compared with the prior year.

On December 24, 2021, we entered into a definitive agreement to acquire CGS, previously operated by S&P Global Inc. on behalf of the American Bankers Association ("ABA"), for $1.932 billion in cash, inclusive of working capital adjustments. The acquisition was completed on March 1, 2022. CGS manages a database of 60 different data elements uniquely identifying more than 50 million global financial instruments. It is the foundation for security master files relied on by critical front, middle and back office functions. CGS is the exclusive provider of Committee on Uniform Security Identification Procedures ("CUSIP") and CUSIP International Number System ("CINS") identifiers globally and also acts as the official numbering agency for International Securities Identification Number ("ISIN") identifiers in the United States. We believe that the CGS acquisition will significantly expand our critical role in the global capital markets. Revenues from CGS are recognized based on geographic business activities in accordance with how our operating segments are currently aligned. CGS functions as part of CTS.

A novel strain of coronavirus, now known as COVID-19 ("COVID-19"), was first reported in December 2019, with the World Health Organization characterizing COVID-19 as a pandemic on March 11, 2020. In response to the COVID-19 pandemic, we implemented a business continuity plan with a dedicated incident management team to respond quickly and provide ongoing guidance so that we could continue offering our clients uninterrupted products, services and support while also protecting our employees. We believe these actions have been successful and that the pandemic, and our responses, have not significantly affected our financial results during fiscal 2022.

At the outset of the pandemic, we required the vast majority of our employees at our offices across the globe (including our corporate headquarters) to work remotely and implemented global travel restrictions for our employees. Since that time, we have re-opened our offices globally with a focus on safety, while acting consistently with applicable local regulations. As of August 31, 2022, there have been minimal interruptions in our ability to provide our products, services and support to our clients. Working remotely has had relatively little impact on the productivity of our employees, including our ability to gather content. Based on our success working in a remote environment during the COVID-19 pandemic, we have implemented a new work standard under which employees in many of our locations, where permitted by local laws and regulations, and where the role permits, have the opportunity to choose between different work arrangements. These include working in a hybrid arrangement, where an employee can split time between working from the office and working from a pre-approved remote location, or a fully remote arrangement, where an employee can work entirely from a pre-approved remote location.

expense reductions will continue going forward, including incurring less travel and entertainment spending than we did pre-pandemic. We also reassessed our real estate footprint in light of these new work arrangements and have exited office space that we believe will no longer be necessary. For the year ended as of August 31, 2022, we recognized $62.2 million in impairment charges related to vacating certain leased office space to resize our real estate footprint for the hybrid work environment. While we will continue to evaluate our real estate needs, we expect that this initiative is largely complete, and we do not currently anticipate additional similarly-sized real estate impairment charges as part of the reduction of our real estate footprint.

As the ongoing military conflict between Russia and Ukraine continues, we are closely monitoring the current and potential impact on our business, our people and our clients. We have taken all necessary steps to ensure compliance with all applicable regulatory restrictions on international trade and financial transactions. We have discontinued all commercial operations and delivery of products and services to clients inside Russia; have terminated all contracts with vendors in Russia; and have suspended all new business, trials and prospecting activities in Russia. Total revenues associated with clients in Russia were not material to our consolidated financial results, and termination of Russian vendors has not had a material impact on our business or client relationships. We have no offices in Russia or Ukraine, and none of our employees or contractors has been directly impacted by the crisis. We are monitoring the regional and global ramifications of the events in the area, are in close contact with our office in Latvia, and are reviewing our business continuity plans to ensure that we are prepared in the event this office is impacted. Our cybersecurity teams are ready to respond in the event of any attempted systems compromise.

Organic ASV increased across all our geographic segments with the majority of the increase related to the Americas, followed by EMEA and Asia Pacific. This increase was driven by additional sales in our workflow solutions, primarily in Research & Advisory and Analytics & Trading, followed by CTS. Sales increased in Research & Advisory mainly due to higher demand for our workstations. Sales increased in Analytics & Trading mainly from our performance and reporting products, portfolio analytics solutions and portfolio and benchmark services. CTS sales increased primarily due to purchases of company financial data, such as fundamentals, estimates and ownership, along with data management solutions to empower data connectivity.

Revenues in fiscal 2022 was $1.8 billion, an increase of 15.9% compared to the prior year. This increase in revenues was largely attributed to increased sales to existing clients, new client sales and existing client price increases, partially offset by existing client cancellations. Revenues increased across all our segments, primarily from the Americas, followed by EMEA and Asia Pacific, driven by increased revenues in all our workflow solutions, mainly in CTS, followed by Research & Advisory and Analytics & Trading, compared with the prior year. Organic revenues increased to $1.7 billion for the fiscal year ended 2022, a 9.8% increase over the prior year period. Refer to Item 7. 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.

The growth in revenues of 15.9% for fiscal 2022, compared with the same period a year ago, was due to growth in revenues across our segments supported by increased revenues from our workflow solutions, primarily from CTS, followed by Research & Advisory and Analytics & Trading. The increase in CTS revenues was driven mainly by CUSIP related data licensing and issuance revenues and sales of company financial data, such as fundamentals, estimates and ownership. The increase in Research & Advisory revenues was driven mainly by higher demand for our workstations. The increase in revenues from Analytics & Trading was primarily due to increased demand for our performance and reporting products and portfolio analytics solutions.

Asset impairments incurred during fiscal 2022 were $64.3 million, or 3.5% when expressed as a percentage of revenues. This asset impairment charge included $62.2 million related to our lease ROU assets and property, equipment and leasehold improvements associated with vacating certain leased office space to resize our real estate footprint for the hybrid work environment. We fully impaired our lease ROU assets for locations we vacated, with no intention to sublease. For locations we intend to sublease, we recognized an impairment when the estimated fair value of the lease ROU asset was less than its carrying value. Substantially all the property, equipment and leasehold improvements associated with the vacated lease office space was fully impaired as there are no expected future cash flows for these items.

EMEA operating income increased 22.9% to $196.2 million during fiscal 2022, compared with $159.7 million from the prior year. This increase was primarily due to growth in revenues of 13.2%, a decrease in amortization of intangible assets and a decrease in bad debt expense, partially offset by asset impairments. Amortization of intangible assets decreased as certain acquired intangible assets were fully amortized during fiscal 2022. The asset impairments related to vacating certain leased office space to resize our real estate footprint for the hybrid work environment and impacted both our lease ROU assets and property, equipment and leasehold improvements balances.

Our effective tax rate is based on recurring factors and non-recurring events, including the taxation of foreign income. Our effective tax rate will vary based on, among other things, changes in levels of foreign income, as well as discrete and other non-recurring events that may not be predictable. Our effective tax rate is lower than the applicable U.S. corporate income tax rate for fiscal 2022 driven mainly by research and development ("R&D") tax credits, a foreign derived intangible income ("FDII") deduction and a tax benefit from the exercise of stock options.

To supplement the financial measures prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), we use non-GAAP financial measures including organic revenues, adjusted operating income, adjusted operating margin, adjusted net income, EBITDA, adjusted EBITDA and adjusted diluted EPS. The reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are show in the tables below. These non-GAAP financial measures should not be considered in isolation from, as a substitute for, or superior to, financial measures reported in accordance with GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of the business as determined in

Organic revenues exclude revenue related to acquisitions and dispositions completed in the last 12 months, the amortization of deferred revenues' fair value adjustments from purchase accounting related to acquisitions prior to fiscal 2022, and the impacts of foreign currency movements on the current year period. Acquisitions during fiscal 2022 were accounted for in accordance with our adoption of ASU No. 2021-08; as such, the deferred revenues did not include a fair value adjustment. Refer to Note 2, Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in Item 8. of this Annual Report on Form 10-K for more information on ASU No. 2021-08.

The table below provides an unaudited reconciliation of operating income, operating margin, net income and diluted EPS to adjusted operating income, adjusted operating margin, adjusted net income, EBITDA, adjusted EBITDA and adjusted diluted EPS.


	Twelve Months Ended
	August 31,
(In thousands, except per share data)	2022			2021			Change
Operating income	$	475,482		$	474,041		0.3	%
Deferred revenues fair value adjustment	25			539
Real estate charges	62,205			716
Intangible asset amortization	49,122			23,257


Business acquisition costs	20,608			—
Restructuring / severance	9,975			5,028
Contingent Liability	3,610			—
Transformation costs	3,368			14,113

Adjusted operating income	$	624,395		$	517,694		20.6	%
Operating margin	25.8		%	29.8		%
Adjusted operating margin(1)	33.9		%	32.5		%

Net income	$	396,917		$	399,590		(0.7)	%
Deferred revenues fair value adjustment	22			456
Real estate charges	54,789			606
Intangible asset amortization	43,266			19,672
Business acquisition costs	18,151			—
Restructuring / severance	8,786			4,253
Contingent Liability	3,180			—
Transformation costs	2,967			11,938


Income tax items	(7,799)			(4,466)
Adjusted net income(3)	$	520,279		$	432,049		20.4	%

Net income	$	396,917		$	399,590
Interest expense	35,697			8,200
Income taxes	46,677			68,027
Depreciation and amortization expense	86,683			64,476
EBITDA	$	565,974		$	540,293		4.8	%
Real estate charges	62,205			—
Adjusted EBITDA(2)	$	628,179		$	540,293		16.3	%

Diluted earnings per common share	$	10.25		$	10.36		(1.1)	%
Deferred revenues fair value adjustment	—			0.01
Real estate charges	1.41			0.02
Intangible asset amortization	1.11			0.51
Business acquisition costs	0.47			—
Restructuring / severance	0.23			0.11
Contingent Liability	0.08			—
Transformation costs	0.08			0.31


Income tax items	(0.20)			(0.12)
Adjusted diluted earnings per common share(3)	$	13.43		$	11.20		19.9	%
Weighted average common shares (Diluted)	38,736			38,570

Our cash flows provided by operating activities, existing cash and cash equivalents, supplemented with our long-term debt borrowings, have been sufficient to fund our operations while allowing us to invest in activities that support the long-term growth of our operations. Generally, some or all of the remaining available cash flow has been used to among other things, service our existing and future debt obligations, satisfy our working capital requirements and fund our capital expenditures, investments, acquisitions, dividend payments and repurchases of our common stock. Based on past performance and current expectations, we believe our sources of liquidity, including the available capacity under our existing revolving credit facility and other financing alternatives, will provide us the necessary capital to fund these transactions and achieve our planned growth for the next 12 months and the foreseeable future.

On March 1, 2022, we entered into a credit agreement (the "2022 Credit Agreement") which provides for a senior unsecured term loan credit facility in an aggregate principal amount of $1.0 billion (the "2022 Term Facility") and a senior unsecured revolving credit facility in an aggregate principal amount of $500.0 million (the "2022 Revolving Facility" and, together with the 2022 Term Facility, the "2022 Credit Facilities"). The 2022 Term Facility matures on March 1, 2025, and the 2022 Revolving Facility matures on March 1, 2027. The 2022 Revolving Facility allows for the availability of up to $100.0 million in the form of letters of credit and up to $50.0 million in the form of swingline loans. We may seek additional commitments under the 2022 Revolving Facility from lenders or other financial institutions up to an aggregate principal amount of $750.0 million.

Loans under the 2022 Term Facility are subject to scheduled amortization payments on the last day of each fiscal quarter, commencing with August 31, 2022 and ending on the last such day to occur prior to the maturity date. Each amortization payment is equal to 1.25% of the original principal amount of the 2022 Term Facility. Any remaining outstanding principal will be repaid in full on March 1, 2025, the maturity date of the 2022 Term Facility. The 2022 Credit Facilities are not otherwise subject to any mandatory prepayments. We may voluntarily prepay loans under the 2022 Credit Facilities at any time without premium or penalty. Prepayments of the 2022 Term Facility shall be applied to reduce the subsequent scheduled amortization payments in direct order of maturity. During fiscal 2022, we repaid $250.0 million under the 2022 Term Facility, inclusive of voluntary prepayments of $237.5 million.

The 2022 Credit Agreement provides that loans denominated in U.S. dollars, at our option, will bear interest at either (i) the one-month Term SOFR (with a 0.1% credit spread adjustment and subject to a "zero" floor), (ii) the Daily Simple SOFR (with a 0.1% credit spread adjustment and subject to a "zero" floor) or (iii) an alternate base rate. Under the 2022 Credit Agreement, loans denominated in Pounds Sterling will bear interest at the Daily SONIA (subject to a "zero" floor) and loans denominated in Euros will bear interest at the EURIBOR (subject to a "zero" floor), in each case, plus an applicable interest rate margin. The

On March 1, 2022 we completed a public offering of $500.0 million aggregate principal amount of 2.900% Senior Notes due March 1, 2027 (the “2027 Notes”) and $500.0 million aggregate principal amount of 3.450% Senior Notes due March 1, 2032 (the “2032 Notes” and, together with the 2027 Notes, the “Senior Notes”). The Senior Notes were issued pursuant to an indenture, dated as of March 1, 2022, by and between us and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the supplemental indenture, dated as of March 1, 2022, between us and the Trustee (the "Supplemental Indenture").

The Senior Notes were issued at an aggregate discount of $2.8 million, and during the third quarter of 2022 we incurred approximately $9.1 million in debt issuance costs related to the Senior Notes. Debt discounts and debt issuance costs are presented in the Consolidated Balance Sheets as a net direct deduction from the carrying amount of the related debt liability. The debt discounts and debt issuance costs are amortized to Interest expense, net in the Consolidated Statements of Income over the contractual term of the debt, leveraging the effective interest method.

For the year ended August 31, 2022, we repurchased 46,200 shares for $18.6 million compared with 797,385 shares for $264.7 million for the year ended August 31, 2021. Beginning in the second quarter of fiscal 2022, we suspended our share repurchase program until at least the second half of fiscal 2023, with the exception of potential minor repurchases to offset dilution from grants of equity awards or repurchases to satisfy withholding tax obligations due upon the vesting of stock-based awards. The suspension of our share repurchase program allows us to prioritize the repayment of debt under the 2022 Credit Facilities. Refer to Note 12, Debt for more information on the 2022 Credit Facilities.

On March 1, 2022, we completed the acquisition of CGS, previously operated by S&P Global Inc. on behalf of the ABA, for a cash purchase price of $1.932 billion, inclusive of working capital adjustments. CGS manages a database of 60 different data elements uniquely identifying more than 50 million global financial instruments. It is the foundation for security master files relied on by critical front, middle and back office functions. CGS is the exclusive provider of Committee on Uniform Security Identification Procedures ("CUSIP") and CUSIP International Number System ("CINS") identifiers globally and also acts as the official numbering agency for International Securities Identification Number ("ISIN") identifiers in the United States and as a substitute number agency for more than 35 other countries. We believe that the CGS acquisition will significantly expand our critical role in the global capital markets.

On November 2, 2020, we acquired all of the outstanding shares of TVL for a purchase price of $41.9 million, net of cash acquired. TVL is a leading provider of ESG information. TVL applies artificial intelligence driven technology to over 100,000 unstructured text sources in multiple languages, including news, trade journals, and non-governmental organizations and industry reports, to provide daily signals that identify positive and negative ESG behavior. The acquisition of TVL further enhances our commitment to providing industry leading access to ESG data across our platforms.

Purchase obligations represent our legally-binding agreements to purchase fixed or minimum quantities at determinable prices. As of August 31, 2022 and 2021, we had total purchase obligations with suppliers of $373.9 million and $191.9 million, respectively. Our total purchase obligations at the end of both fiscal years primarily related to hosting services and data content. Hosting services support our technology investments related to our migration to cloud-based hosting services, the majority of which rely on third-party hosting providers. Data content is an integral component of the value we provide to our clients. Additional commitments relate primarily to third-party software providers. We also have contractual obligations related to our lease liabilities and outstanding debt. Refer to Note 11, Leases and Note 12, Debt for information regarding lease commitments and outstanding debt obligations, respectively.

Cash and cash equivalents aggregated to $503.3 million as of August 31, 2022, compared with $681.9 million as of August 31, 2021. Our cash and cash equivalents decreased $178.6 million during the twelve months ended August 31, 2022. This decrease was primarily due to cash outflows of $1,981.6 million for the acquisition of businesses, $825.0 million of debt repayments related to the termination of the 2019 Credit Agreement and partial repayment of the 2022 Term Facility, $125.9 million in dividend payments, $51.2 million of capital expenditures and $18.6 million in share repurchases. These cash outflows were partially offset by inflows of $2,238.4 million from the issuance of new debt related to our 2022 Credit Facilities and Senior Notes, $538.3 million from net cash provided by operating activities and $86.0 million in proceeds from the exercise of employee stock options.

For fiscal 2022, net cash used in in investing activities was $2,033.7 million, compared with $136.0 million for fiscal 2021, an increase of $1,897.7 million. This increase was primarily driven by higher spend on acquisitions of $1,923.6 million mainly related to the cash purchase of CGS for $1,931.5 million, inclusive of working capital adjustments, and the cash purchase of Cobalt for $50.0 million, net of cash acquired and inclusive of working capital adjustments, during the twelve months ended August 31, 2022, compared with the cash purchase of TVL for $41.9 million, net of cash acquired, in the prior year period. The increase in net cash used in investing was partially offset by a decrease in net purchases of investments (net of proceeds) of $15.7 million and a decrease in capital expenditures of $10.2 million compared with the prior year period.

For fiscal 2022, net cash inflow from financing activities was $1,339.2 million, compared with a net cash outflow of $322.7 million for fiscal 2021, an increase of $1,661.9 million. This cash inflow was mainly driven by $2,238.4 million in proceeds received from the 2022 Credit Facilities and Senior Notes, a $246.1 million reduction in repurchases of common stock, and a $21.9 million increase in proceeds from employee stock plans, partially offset by the repayment of $825.0 million of debt related to the termination of the 2019 Credit Agreement and partial repayment of the 2022 Term Facility.

We define free cash flow, a non-GAAP financial measure, as cash provided by operating activities less purchases of property, equipment, leasehold improvements and capitalized internal use software. We believe free cash flow is a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after capital expenditures, can be used for strategic opportunities, including returning value to shareholders, investing in our business, making strategic acquisitions, and strengthening the balance sheet. Free cash flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity.

During fiscal 2022, we generated free cash flow of $487.1 million, compared with $493.9 million in fiscal 2021. This decrease of $6.8 million was primarily due to a $16.9 million decrease in operating cash flows, partially offset by a $10.2 million decrease in capital expenditures. The operating cash flows decrease was primarily driven by the timing of tax payments in certain jurisdictions and an increase in days sales outstanding. Capital expenditures decreased primarily due to costs incurred for the build-out of our office space in the Philippines during fiscal 2021, partially offset by higher peripherals for our office space primarily in India during fiscal 2022.

We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Our tax provision is an estimate based on our understanding of laws in federal, state and foreign tax jurisdictions. These laws can be complicated and are difficult to apply to any business. The tax laws also require us to allocate our taxable income to many jurisdictions based on subjective allocation methodologies and information collection processes. Our effective tax rates differ from the statutory rate primarily due to the impact of state taxes, foreign operations, research and development ("R&D") and other tax credits, tax audit settlements, the tax benefit from stock option exercises and the foreign derived intangible income ("FDII") tax deduction.

Our provision for income taxes is subject to volatility and could be adversely impacted by numerous factors such as changes in tax laws, regulations, or accounting principles, including accounting for uncertain tax positions or interpretations of them. Significant judgment is required to determine recognition and measurement. Further, as a result of certain ongoing employment and capital investment actions and commitments, our income in certain countries is subject to reduced tax rates and in some cases is wholly exempt from tax. Our failure to meet these commitments could adversely affect our provision for income taxes. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuous examinations will not have an adverse impact on our operating results and financial condition.

To account for unrecognized tax benefits, we first determine whether it is more likely than not (defined as a likelihood of more than 50%) that a tax position will be sustained based on its technical merits as of the reporting date. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. The determination of liabilities related to unrecognized tax benefits, including associated interest and penalties, requires significant estimates. There can be no assurance that we will accurately predict the outcomes of these audits, however, we have no reason to believe that such audits will result in the payment of additional taxes and/or penalties that would have a material adverse effect on our results of operations or financial position, beyond current estimates. For this reason and due to ongoing audits by multiple tax authorities, we regularly engage in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. We do not currently anticipate that the total amounts of unrecognized tax benefits will significantly change within the next 12 months.

We may elect to perform a qualitative analysis for the reporting units to determine whether it is more likely (a likelihood of more than 50%) than not the fair value of the reporting unit is less than its carrying value. In performing a qualitative assessment, we consider such factors as macro-economic conditions, industry and market conditions in which we operate, including the competitive environment and significant changes in demand for our services. We also consider the share price both in absolute terms and in relation to peer companies. If the qualitative analysis indicates that it is more likely than not the fair value of a reporting unit is less than its carrying amount or if we elect not to perform a qualitative analysis, a quantitative analysis is performed to determine whether a goodwill impairment exists.

Our identifiable intangible assets are classified as an ABA business process, client relationships, software technology, developed technology, acquired databases, data content, and trade names resulting from acquisitions or capitalization of costs related to on-premises internal-use software. We amortize intangible assets over their estimated useful lives, which are evaluated annually to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of the remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over that revised remaining useful life.

Intangible assets are tested for impairment qualitatively on a quarterly basis. An impairment is recognized if the carrying amount is not recoverable and exceeds the fair value of the asset. Recoverability is determined by comparing the carrying amount of the intangible asset to the estimated undiscounted future cash flows expected to be generated by the asset. Significant judgment is involved in determining the assumptions used in estimating future cash flows. If it is determined that the intangible asset is not recoverable, the impairment loss would be calculated based on the excess of the carrying amount of the intangible asset over its fair value.

We account for business combinations using the purchase method of accounting. The acquisition purchase price is allocated to the underlying identified, tangible and intangible assets and liabilities assumed, based on their respective estimated fair values on the acquisition date. The excess of the purchase consideration over the fair values of the identified assets and liabilities is recorded as goodwill and assigned to one or more reporting units. The amounts and useful lives assigned to acquisition-related tangible and intangible assets impact the amount and timing of future amortization expense. Determining the fair value of assets acquired and liabilities assumed and the expected useful life, requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. Acquisition-related expenses and restructuring costs, if any, are recognized separately from the business combination and are expensed as incurred.

In determining indicators for impairment, we take various factors into account, including, but not limited to, a significant decline in our expected future cash flows, changes in expected useful life, unanticipated competition, slower growth rates, ongoing maintenance and improvements of the assets, or changes in the usage or operating performance. A significant amount of judgment is involved in determining if an indicator of impairment has occurred and in calculating the inputs to the impairment calculation such as estimates related to future cash flows and asset fair values, forecasting asset useful lives and selecting the discount rate that reflects the risk inherent in future cash flows. If actual results are not consistent with our estimates and assumptions included in our impairment assessment, we may be exposed to losses that could be material.

We operate on a global basis and 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. To mitigate the volatility and uncertainty of our exchange rate risk, we entered into foreign currency forward contracts with major institutions related to our primary currencies of the British Pound Sterling, Euro, Indian Rupee and Philippine Peso. These forward contracts are designed to hedge anticipated foreign currency transaction exposure ranging from 25% to 75% over the hedge term. We do not enter into cash flow hedges for trading or speculative purposes.

As of August 31, 2022 we had Cash and cash equivalents of $503.3 million and Investments of $33.2 million. Our Cash and cash equivalents consist of cash and highly liquid investments including demand deposits and money market funds and our Investments consist of mutual funds. We are exposed to interest rate risk through fluctuations of interest rates on our investments. As we have a restrictive investment policy, our financial exposure to fluctuations in interest rates is expected to remain low. Refer to Note 2, Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in Item 8. of this Annual Report on Form 10-K for more information on our cash and cash equivalents.

On March 1, 2022, we borrowed $1.0 billion under the 2022 Term Facility and $250.0 million of the available $500.0 million under the 2022 Revolving Facility. As of August 31, 2022 we had an outstanding principal balance of $750.0 million under the 2022 Term Facility and $250.0 million under the 2022 Revolving Facility. The outstanding borrowings under the 2022 Credit Facilities bore interest at rates equal to the applicable one-month Term SOFR rate plus a 1.1% spread (comprised of a 1.0% interest rate margin based on a debt leverage pricing grid plus 0.1% credit spread adjustment). The spread remained consistent through August 31, 2022.

We maintain accounting systems, including internal accounting controls, designed to provide reasonable assurance of the reliability of financial records and the protection of assets. The concept of reasonable assurance is based on recognition that the cost of a system should not exceed the related benefits. The effectiveness of those systems depends primarily upon the careful selection of financial and other managers, clear delegation of authority and assignment of accountability, inculcation of high business ethics and conflict-of-interest standards, policies and procedures for coordinating the management of corporate resources, and the leadership and commitment of top management. In compliance with the Sarbanes-Oxley Act of 2002, we assessed our internal control over financial reporting as of August 31, 2022 and issued a report (see below).

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

In accordance with the guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting following the date of acquisition. Based on those guidelines, our management's assessment of the effectiveness of our internal control over financial reporting excluded CUSIP Global Services ("CGS"), which we acquired in the third quarter of fiscal 2022. Excluding goodwill and intangible assets, CGS represented 5% percent of our total assets as of August 31, 2022 and 5% percent of our consolidated revenues for fiscal year 2022. Refer to Note 6, Acquisitions, for additional information on the CGS acquisition.

We have audited the accompanying consolidated balance sheets of FactSet Research Systems Inc. (the Company) as of August 31, 2022 and 2021, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended August 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 8 (collectively referred to as the “Consolidated Financial Statements”). In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Company at August 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2022, in conformity with U.S. generally accepted accounting principles.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the Consolidated Financial Statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.



			Measurement of income tax provision
Description of the Matter			As discussed in Note 2, 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, 2022, the Company recognized a consolidated provision for income taxes of $46.7 million with $18.1 million related to its U.S. operations and $28.6 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.

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over management’s calculation of its provision for income taxes. For example, we tested controls over management’s evaluation of the allocation methodologies and management’s review of the assumptions and data utilized in determining the allocation of income to applicable tax jurisdictions.
			Among other audit procedures performed, we evaluated the reasonableness of management’s allocation methodologies by analyzing the methodology based on the Company’s structure, operations and current tax law. We recalculated income tax expense using management’s methodology and agreed the data used in the calculations to the Company’s underlying books and records. We involved our tax professionals to evaluate the application of tax law to management’s allocation methodologies and tax position. This included assessing the Company’s correspondence with the relevant tax authorities and evaluating third-party reports and advice obtained by the Company. We also performed a sensitivity analysis to evaluate the effect from changes in management’s allocation methodologies and assumptions. We have evaluated the Company’s income tax disclosures included in Note 10, Income Taxes, of the Consolidated Financial Statements in relation to these matters.



			Valuation of Intangible Assets from Business Acquisition
Description of the Matter			As described in Note 6, Acquisitions, to the Consolidated Financial Statements, during the year ended August 31, 2022, the Company completed the CUSIP Global Services business acquisition for total consideration of $1.932 billion, inclusive of working capital adjustments. The transaction was accounted for under the acquisition method of accounting whereby the total purchase price was allocated to assets acquired and liabilities assumed based on the estimated fair value of such assets and liabilities with the residual being allocated to goodwill. Auditing the Company’s accounting for the CUSIP Global Services acquisition required complex auditor judgment due to the significant estimation uncertainty inherent in determining the fair value of identified intangible assets for the acquired ABA business process and customer relationships. The significant estimation uncertainty was primarily due to the judgmental nature of the inputs to the valuation techniques used to measure the fair value of the ABA business process and customer relationships as well as the sensitivity of the respective fair values to the underlying significant assumptions. The significant assumptions used to estimate the fair value of the ABA business process and customer relationships included revenue growth rates and operating margins. These significant assumptions are forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the valuation of intangible assets from the acquisition. For example, we tested controls over management’s review of the valuation models and the significant assumptions described above.
			To test the estimated fair value of the acquired ABA business process and customer relationships, we performed audit procedures that included, among others, assessing the appropriateness of the valuation methodologies and testing the significant assumptions discussed above. For example, we compared the revenue growth rates and operating margins to the historical results of the acquired business. We further performed sensitivity analyses to evaluate the changes in the fair value of the acquired ABA business process and customer relationships that would result from changes in the significant assumptions. In addition, we involved internal valuation specialists to assist us in our evaluation of the valuation methodologies and certain significant assumptions used by the Company. We have evaluated the Company’s business acquisition disclosures included in Note 6, Acquisitions, of the Consolidated Financial Statements in relation to these matters.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of CGS, which are included in the 2022 Consolidated Financial Statements of the Company and constituted 5% of total assets, excluding goodwill and other intangible assets, net, as of August 31, 2022 and 5% of consolidated total revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of CGS.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Consolidated Statements of Income


(in thousands, except per share data)	For the years ended August 31,
	2022		2021		2020
Revenues	$	1,843,892	$	1,591,445	$	1,494,111
Operating expenses
Cost of services	871,106		786,400		695,446
Selling, general and administrative	433,032		331,004		342,505
Asset impairments	64,272		—		16,500
Total operating expenses	1,368,410		1,117,404		1,054,451

Operating income	475,482		474,041		439,660

Other income (expense), net
Interest expense, net	(29,522)		(6,394)		(9,829)
Other income (expense), net	(2,366)		(30)		(2,697)
Total other income (expense), net	(31,888)		(6,424)		(12,526)

Income before income taxes	443,594		467,617		427,134

Provision for income taxes	46,677		68,027		54,196
Net income	$	396,917	$	399,590	$	372,938

Basic earnings per common share	$	10.48	$	10.56	$	9.83
Diluted earnings per common share	$	10.25	$	10.36	$	9.65

Basic weighted average common shares	37,864		37,856		37,936
Diluted weighted average common shares	38,736		38,570		38,646

Consolidated Balance Sheets


(in thousands, except share data)	August 31,
	2022		2021
ASSETS
Cash and cash equivalents	$	503,273	$	681,865
Investments	33,219		35,984
Accounts receivable, net of reserves of $2,776 at August 31, 2022 and $6,431 at August 31, 2021	204,102		151,187
Prepaid taxes	38,539		13,917
Prepaid expenses and other current assets	91,214		50,625
Total current assets	870,347		933,578

Property, equipment and leasehold improvements, net	80,843		131,377
Goodwill	965,848		754,205
Intangible assets, net	1,895,909		134,986
Deferred taxes	3,153		2,250
Lease right-of-use assets, net	159,458		239,064
Other assets	38,747		29,480
TOTAL ASSETS	$	4,014,305	$	2,224,940

LIABILITIES
Accounts payable and accrued expenses	$	108,395	$	85,777

Current lease liabilities	29,185		31,576
Accrued compensation	114,808		104,403
Deferred revenues	152,039		63,104
Dividends payable	33,860		30,845
Total current liabilities	438,287		315,705

Long-term debt	1,982,424		574,535
Deferred taxes	8,800		14,752
Deferred revenues, non-current	7,212		8,394
Taxes payable	34,211		30,279
Long-term lease liabilities	208,622		259,980
Other liabilities	3,341		4,942
TOTAL LIABILITIES	$	2,682,897	$	1,208,587
Commitments and contingencies (see Note 13)

STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued	$	—	$	—
Common stock, $0.01 par value, 150,000,000 shares authorized, 41,653,218 and 41,163,192 shares issued, 38,044,756 and 37,615,419 shares outstanding at August 31, 2022 and 2021, respectively	417		412
Additional paid-in capital	1,190,350		1,048,305
Treasury stock, at cost: 3,608,462 and 3,547,773 shares at August 31, 2022 and 2021, respectively	(930,715)		(905,917)
Retained earnings	1,179,739		912,515
Accumulated other comprehensive loss	(108,383)		(38,962)
TOTAL STOCKHOLDERS’ EQUITY	$	1,331,408	$	1,016,353

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,014,305	$	2,224,940

Consolidated Statements of Cash Flows


(in thousands)	Years ended August 31,
	2022		2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	396,917	$	399,590	$	372,938
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	86,683		64,476		57,614
Amortization of lease right-of-use assets	43,032		42,846		43,185
Stock-based compensation expense	56,003		45,065		36,579
Deferred income taxes	(8,715)		(4,602)		10,626
Impairment charge	64,272		—		16,500

Changes in assets and liabilities, net of effects of acquisitions
Accounts receivable, net of reserves	(32,980)		3,646		(8,608)
Accounts payable and accrued expenses	12,815		2,068		12,427
Accrued compensation	14,524		21,815		16,446
Deferred fees	(6,100)		5,078		5,571
Taxes payable, net of prepaid taxes	(19,275)		26,298		(24,224)
Lease liabilities, net	(48,628)		(42,750)		(33,340)
Other, net	(20,271)		(8,304)		126
Net cash provided by operating activities	538,277		555,226		505,840
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, equipment, leasehold improvements and internal-use software	(51,156)		(61,325)		(77,642)
Acquisition of businesses, net of cash and cash equivalents acquired	(1,981,641)		(58,056)		—
Purchases of investments	(878)		(18,787)		(2,736)
Proceeds from maturity or sale of investments	—		2,176		6,746
Net cash used in investing activities	(2,033,675)		(135,992)		(73,632)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt	2,238,355		—		—
Repayment of debt	(825,000)		—		—
Payments of debt issuance costs	(9,736)		—		—
Dividend payments	(125,934)		(117,927)		(110,439)
Proceeds from employee stock plans	86,047		64,177		95,520
Repurchases of common stock	(18,639)		(264,702)		(199,625)
Other financing activities	(5,859)		(4,259)		(3,531)
Net cash provided by/(used in) financing activities	1,339,234		(322,711)		(218,075)
Effect of exchange rate changes on cash and cash equivalents	(22,428)		(263)		11,673
Net (decrease) increase in cash and cash equivalents	(178,592)		96,260		225,806
Cash and cash equivalents at beginning of period	681,865		585,605		359,799
Cash and cash equivalents at end of period	$	503,273	$	681,865	$	585,605

Supplemental Disclosure of Cash Flow Information
Cash paid during the year for interest	$	29,525	$	8,021	$	12,876
Cash paid during the year for income taxes, net of refunds	$	76,252	$	46,588	$	69,092

Supplemental Disclosure of Non-Cash Transactions
Dividends declared, not paid	$	33,860	$	30,845	$	29,283

Consolidated Statements of Changes in Stockholders’ Equity


(in thousands, except share data)	Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Par Value				Shares	Amount
Balance as of August 31, 2019	40,104,192	$	401	$	806,973	1,986,352	$	(433,799)	$	373,225	$	(74,544)	$	672,256
Net income									372,938				372,938
Other comprehensive loss											35,251		35,251
Common stock issued for employee stock plans	630,520	7		95,515		75	(21)						95,501
Vesting of restricted stock	32,996	—				11,945	(3,511)						(3,511)
Repurchases of common stock						739,084	(199,625)						(199,625)
Stock-based compensation				36,579									36,579
Dividends declared									(113,014)				(113,014)

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
Other comprehensive loss											331		331
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)
Stock-based compensation				45,065									45,065
Dividends declared									(120,224)				(120,224)
Balance as of August 31, 2021	41,163,192	$	412	$	1,048,305	3,547,773	$	(905,917)	$	912,515	$	(38,962)	$	1,016,353
Net income									396,917				396,917
Other comprehensive income											(69,421)		(69,421)
Common stock issued for employee stock plans	450,527	5		86,042		260	(128)						85,919
Vesting of restricted stock	39,499	—				14,229	(6,031)						(6,031)
Repurchases of common stock						46,200	(18,639)						(18,639)
Stock-based compensation				56,003									56,003
Dividends declared									(129,693)				(129,693)
Balance as of August 31, 2022	41,653,218	$	417	$	1,190,350	3,608,462	$	(930,715)	$	1,179,739	$	(108,383)	$	1,331,408

Goodwill totaling $30.1 million represents the excess of the TVL purchase price over the fair value of net assets acquired and is included in the Americas segment. Goodwill generated from the TVL acquisition is not deductible for income tax purposes. The results of TVL's operations have been included in our Consolidated Financial Statements, within the Americas segment, beginning with its acquisition on November 2, 2020. Pro forma information has not been presented because the effect of the TVL acquisition is not material to our Consolidated Financial Statements.

Goodwill is not amortized as it is estimated to have an indefinite life. At least annually, we are required to test goodwill at the reporting unit level, which is consistent with our segments, for potential impairment, and, if impaired, we write down our goodwill to fair value based on the present value of discounted cash flows. We performed our annual goodwill impairment test during the fourth quarter of fiscal 2022 utilizing a qualitative analysis, consistent with the timing and methodology of previous years. We concluded it was more likely than not that the fair value of each of our segments was not less than its respective carrying value and no impairment charge was required.

Our management, including our principal executive officer and principal financial officer, have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the annual period covered by this report. In accordance with the guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting following the date of acquisition. Excluding goodwill and intangible assets, CGS represented 5% percent of our total assets as of August 31, 2022 and 5% percent of our consolidated revenues for fiscal year 2022.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name

Title

Date

/s/ F. PHILIP SNOW

Chief Executive Officer and Director

October 21, 2022

F. Philip Snow

(Principal Executive Officer)

/s/ LINDA S. HUBER

Executive Vice President, Chief Financial Officer

October 21, 2022

Linda S. Huber

(Principal Financial Officer)

/s/ GREGORY T. MOSKOFF

Managing Director, Controller and Chief Accounting Officer

October 21, 2022

Gregory T. Moskoff

(Principal Accounting Officer)

/s/ ROBIN A. ABRAMS

Director

October 21, 2022

Robin A. Abrams

/s/ SIEW KAI CHOY

Director

October 21, 2022

Siew Kai Choy

/s/ MALCOLM FRANK

Director

October 21, 2022

Malcolm Frank

/s/ JAMES J. MCGONIGLE

Director

October 21, 2022

James J. McGonigle

/s/ LEE SHAVEL

Director

October 21, 2022

Lee Shavel

/s/ LAURIE SIEGEL

Director

October 21, 2022

Laurie Siegel

/s/ MARIA TERESA TEJADA

Director

October 21, 2022

Maria Teresa Tejada


Delaware						13-3362547
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	FDS	New York Stock Exchange LLC
		The Nasdaq Stock Market


			Page
PART I
	ITEM 1.	Business	5
	ITEM 1A.	Risk Factors	5
	ITEM 1B.	Unresolved Staff Comments	15
	ITEM 2.	Properties	15
	ITEM 3.	Legal Proceedings	16
	ITEM 4.	Mine Safety Disclosures	17
PART II
	ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
	ITEM 6.	Reserved	20
	ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	41
	ITEM 8.	Financial Statements and Supplementary Data	43
	ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	89
	ITEM 9A.	Controls and Procedures	89
	ITEM 9B.	Other Information	89
PART III
	ITEM 10.	Directors, Executive Officers and Corporate Governance	90
	ITEM 11.	Executive Compensation	90
	ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	90
	ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	90
	ITEM 14.	Principal Accounting Fees and Services	91
PART IV
	ITEM 15.	Exhibits, Financial Statement Schedules	92
	ITEM 16.	Form 10-K Summary	94
SIGNATURES			95


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2022
High	$	469.43	$	488.85	$	444.57	$	454.23
Low	$	369.12	$	392.82	$	356.10	$	348.71

2021
High	$	357.92	$	357.69	$	365.77	$	383.21
Low	$	303.11	$	294.21	$	302.92	$	319.65


Period	Total number of shares purchased(1)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs(2)	Approximate dollar value of shares that may yet be purchased under the plans or programs(2)
June 2022	2,542	$	384.57	—	$	181,254
July 2022	1,785	$	394.20	—	$	181,254
August 2022	2,730	$	445.38	—	$	181,254
	7,057			—


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


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


			Page(s)
Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Quantitative and Qualitative Disclosures about Market Risk			41
Notes to the Consolidated Financial Statements			55


	2017		2018		2019		2020		2021		2022
FactSet Research Systems Inc.	$	100	$	146	$	173	$	223	$	242	$	276
S&P 500 Index	$	100	$	117	$	118	$	142	$	183	$	160
Dow Jones U.S. Financial Services Index	$	100	$	122	$	117	$	113	$	169	$	139
S&P 500 Financial Exchanges and Data	$	100	$	130	$	160	$	187	$	232	$	191


(in millions)	As of August 31, 2022
As reported ASV plus Professional Services(1)	$	2,002.1
Currency impact(2)	5.1
Acquisition ASV(3)	(170.2)
Organic ASV plus Professional Services	$	1,837.0
Organic ASV plus Professional Services growth rate	9.3		%


	As of and for the Year Ended August 31,
	2022	2021	Change
Clients(1)	7,538	6,453	16.8	%
Users	179,982	160,932	11.8	%


	Years ended August 31,
(in thousands, except share and per share data)	2022		2021		$ Change		% Change
Revenues	$	1,843,892	$	1,591,445	$	252,447	15.9	%
Cost of services	871,106		786,400		84,706		10.8	%
Selling, general and administrative	433,032		331,004		102,028		30.8	%
Asset impairments	64,272		—		64,272		N/M
Operating income	$	475,482	$	474,041	$	1,441	0.3	%

Net income	$	396,917	$	399,590	$	(2,673)	(0.7)	%
Diluted weighted average common shares	38,736		38,570
Diluted earnings per common share	$	10.25	$	10.36	$	(0.11)	(1.1)	%


	Years ended August 31,
(in thousands, except for per share data)	2022		2021		$ Change		% Change
Net income	$	396,917	$	399,590	$	(2,673.0)	(0.7)	%
Diluted weighted average common shares	38,736		38,570		$	166	0.4	%
Diluted earnings per common share	$	10.25	$	10.36	$	(0.11)	(1.1)	%


	Twelve Months Ended August 31,
(In thousands)	2022		2021		$ Change		% Change
Revenues	$	1,843,892	$	1,591,445	$	252,447	15.9	%
Deferred revenues fair value adjustment(1)	25		539		(514)		(95.4)	%
Adjusted revenues	1,843,917		1,591,984		251,933		15.8	%
Acquired revenues(2)	(103,723)		—		(103,723)
Currency impact(3)	7,898		—		7,898
Organic revenues	$	1,748,092	$	1,591,984	$	156,108	9.8	%


Index to Consolidated Financial Statements			Page
Management’s Statement of Responsibility for Financial Statements			44
Management’s Report on Internal Control over Financial Reporting			44
Reports o f Independent Regis tered Public Accounting Firm Reports of Independent Registered Public Accounting Firm (PC AOB ID : 42)			46
Consolidated Financial Statements:
Consolidated Statements of Income for the years end ed August 31, 2022, 2021 and 2020			50
Consolidated Statements of Comprehensive Income for the years ended August 31, 2022, 2021 and 2020			51
Consolidated Balance Sheets at August 31, 2022 and 2021			52
Consolidated Statements of Cash Flows for the years ended August 31, 2022, 2021 and 2020			53
Consolidated Statements of Changes in Stockholders’ Equity for the years ended August 31, 2022, 2021 and 2020			54
Notes to the Consolidated Financial Statements			55
Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts			92


	August 31, 2022				August 31, 2021
(in thousands)	Local Currency Amount		Notional Contract Amount (USD)		Local Currency Amount		Notional Contract Amount (USD)
British Pound Sterling	£	44,200	$	55,567	£	37,700	$	51,754
Euro	€	37,500	40,679		€	33,800	40,674
Indian Rupee	Rs	2,667,928	33,600		Rs	2,585,198	33,800
Philippine Peso	₱	1,462,060	27,000		₱	1,414,928	28,500
Total			$	156,846			$	154,728


		Page
Not e 1	Description of Business	55
Not e 2	Significant Accounting Policies	56
Note 3	Revenue Recognition	62
Note 4	Fair Value Measures	62
Note 5	Derivative Instruments	65
Not e 6	Acquisitio ns	67
Note 7	Property, Equipment and Leasehold Improvements	69
Note 8	Goodwill	70
Note 9	Intangible Assets	70
Note 10	Income Taxes	71
Note 11	Leases	74
Note 12	Debt	76
Note 13	Commitments and Contingencies	79
Note 14	Stockholders' Equity	80
Note 15	Earnings Per Share	82
Note 16	Stock -Based Compensation	82
Note 17	Employee Benefit Plans	86
Note 18	Segment Information	86


(in thousands)	Fair Value Measurements at August 31, 2022
	Level 1		Level 2		Total
Assets
Corporate money market funds(1)	$	179,330	$	—	$	179,330
Mutual Funds(2)	—		33,219		33,219

Derivative instruments(3)	—		12,412		12,412
Total assets measured at fair value	$	179,330	$	45,631	$	224,961

Liabilities
Derivative instruments(3)	$	—	$	8,307	$	8,307
Total liabilities measured at fair value	$	—	$	8,307	$	8,307


(in thousands)	Gross Notional Value
	August 31, 2022		August 31, 2021
Foreign currency forward contracts	$	156,846	$	154,728
Interest rate swap agreement	600,000		287,500
Total cash flow hedges	$	756,846	$	442,228


	Fair Value of Derivative Instruments
(in thousands)	Derivative Assets					Derivative Liabilities
Derivatives designated as hedging instruments	Balance Sheet Classification	August 31, 2022		August 31, 2021		Balance Sheet Classification	August 31, 2022		August 31, 2021
Foreign currency forward contracts	Prepaid expenses and other current assets	$	—	$	1,384	Accounts payable and accrued expenses	$	8,307	$	1,201
Interest rate swap agreement	Prepaid expenses and other current assets	10,621		—		Accounts payable and accrued expenses	—		1,934
	Other assets	1,791		—		Other liabilities	—		1,045
Total cash flow hedges		$	12,412	$	1,384		$	8,307	$	4,181


(in thousands)	Gain (Loss) Reclassified in AOCL on Derivatives						Location of Gain (Loss) Reclassified from AOCL into Income	Gain (Loss) Reclassified from AOCL into Income
Derivatives in Cash Flow Hedging Relationships	2022		2021		2020		Location of Gain (Loss) Reclassified from AOCL into Income	2022		2021		2020
Foreign currency forward contracts	$	(16,356)	$	1,660	$	5,049	SG&A	$	(7,867)	$	5,027	$	(1,556)
Interest rate swap agreement	17,245		745		(6,138)		Interest expense, net	1,854		(1,956)		(458)
Total cash flow hedges	$	889	$	2,405	$	(1,089)		$	(6,013)	$	3,071	$	(2,014)


		August 31, 2022						August 31, 2021
(in thousands, except useful lives)	Estimated Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
ABA business process	36	$	1,583,000	$	21,986	$	1,561,014	$	—	$	—	$	—
Client relationships	8 to 26	263,163		55,405		207,758		101,077		49,139		51,938
Software technology	5 to 9	122,363		96,567		25,796		121,556		87,207		34,349
Developed technology	3 to 5	80,956		33,676		47,280		57,666		21,278		36,388
Acquired databases	15	46,000		$	1,533	44,467		—		—		—
Data content	5 to 20	32,305		24,973		7,332		36,681		26,835		9,846

Trade names	15	6,693		4,431		2,262		6,900		4,435		2,465
Total		$	2,134,480	$	238,571	$	1,895,909	$	323,880	$	188,894	$	134,986


Fiscal Year (in thousands)	Estimated Amortization Expense
2023	$	89,450
2024	80,238
2025	73,818
2026	65,685
2027	62,409
Thereafter	1,524,309
Total	$	1,895,909


	Years ended August 31,
(expressed as a percentage of income before income taxes)	2022		2021		2020
Tax at U.S. Federal statutory tax rate	21.0	%	21.0	%	21.0	%
Increase (decrease) in taxes resulting from:
State and local taxes, net of U.S. federal income tax benefit	1.8		2.1		3.1
Foreign income at other than U.S. rates	(1.2)		(1.0)		(1.4)
Foreign derived intangible income ("FDII") deduction	(2.2)		(1.9)		(1.8)

Income tax benefits from R&D tax credits	(4.1)		(3.9)		(3.8)
Stock-based payments	(3.4)		(2.2)		(3.7)
Other, net	(1.4)		0.4		(0.7)
Effective tax rate	10.5	%	14.5	%	12.7	%


(in thousands)	At August 31,
	2022		2021
Deferred tax assets:
Lease Liabilities	$	45,842	$	55,416
Stock-based compensation	30,382		22,847
Unrealized tax loss on investment	4,216		4,135
Other	19,943		11,199
Total deferred tax assets	$	100,383	$	93,597


(in thousands)
Unrecognized income tax benefits as of August 31, 2019	$	10,884
Additions based on tax positions related to the current year	3,533
Release for tax positions of prior years	(2,086)

Unrecognized income tax benefits as of August 31, 2020(1)	$	12,331
Additions based on tax positions related to the current year	4,259
Release for tax positions of prior years	(1,720)

Unrecognized income tax benefits as of August 31, 2021(1)	$	14,870
Additions based on tax positions related to the current year	7,959
Release for tax positions of prior years	(2,658)
Unrecognized income tax benefits as of August 31, 2022(1)	$	20,171


Major Tax Jurisdictions	Open Tax Years
U.S.
Federal	2019	through	2021
State (various)	2019	through	2021

Europe
United Kingdom	2019	through	2021
France	2019	through	2021
Germany	2018	through	2021


(in thousands)	Minimum Lease Payments
Fiscal Years Ended August 31,
2023	$	38,696
2024	35,316
2025	33,245
2026	32,540
2027	31,716
Thereafter	114,016
Total	$	285,529
Less: Imputed Interest	47,722
Present Value	$	237,807


(in thousands)	Issuance Date	Contractual Maturity Date	August 31, 2022		August 31, 2021
2019 Credit Agreement
2019 Revolving Credit Facility (terminated on March 1, 2022)	3/29/2019	3/29/2024	$	—	$	575,000

2022 Credit Agreement
2022 Term Facility	3/1/2022	3/1/2025	750,000		—
2022 Revolving Facility	3/1/2022	3/1/2027	250,000		—

Senior Notes
2027 Notes	3/1/2022	3/1/2027	500,000		—
2032 Notes	3/1/2022	3/1/2032	500,000		—

Total unamortized discounts and debt issuance costs			(17,576)		(465)

Total Long-term debt			$	1,982,424	$	574,535


(in thousands)	Maturities
Fiscal Years Ended August 31,
2023	$	—
2024	—
2025	750,000
2026	—
2027	750,000
Thereafter	500,000
Total	$	2,000,000


	Number Outstanding (thousands)		Weighted Average Exercise Price Per Share		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value (millions)(1)		Weighted Average Remaining Contractual Life (years)
Outstanding as of August 31, 2019	2,524		$	168.50
Granted – employees	424		$	256.43	$	60.33

Granted – non-employee directors	16		$	271.51	$	54.74
Exercised(2)	(588)		$	145.54
Forfeited	(122)		$	218.36
Outstanding as of August 31, 2020	2,254		$	189.32
Granted – employees	418		$	317.17	$	78.31

Granted – non-employee directors	12		$	318.20	$	82.01
Exercised(2)	(322)		$	166.36
Forfeited	(85)		$	237.23
Outstanding as of August 31, 2021	2,277		$	214.89
Granted – employees	348		$	433.09	$	103.49

Granted – non-employee directors	6		$	428.71	$	109.11
Exercised(2)	(414)		$	178.57
Forfeited	(128)		$	301.05
Outstanding as of August 31, 2022	2,089	(3)	$	253.85			$	194.4	6.2
Options vested and exercisable as of August 31, 2022	1,035		$	189.12			$	252.8	4.7
Options expected to vest as of August 31, 2022	974		$	314.18			$	116.4	7.6


(in thousands, except per award data)	Number Outstanding		Weighted Average Grant Date Fair Value Per Award
Balance at August 31, 2019	124		$	205.47
Granted - employee Restricted Stock Awards(1) (2)	74		$	252.17
Vested - employee RSUs	(33)		$	197.37
Forfeited(1)	(19)		$	198.53
Balance at August 31, 2020	146		$	231.55
Granted - employee Restricted Stock Awards(1) (2)	99		$	312.86
Vested - employee Restricted Stock Awards	(35)		$	208.67
Forfeited(1)	(13)		$	267.23
Balance at August 31, 2021	197		$	274.10
Granted - employee Restricted Stock Awards(1) (2)	103		$	418.16
Granted – non-employee directors RSUs(1)	2		$	425.29
Vested - Restricted Stock Awards	(40)		$	242.87
Forfeited(1)	(29)		$	323.16
Balance at August 31, 2022	233	(3)	$	338.87


(in thousands)	Stock-based Awards Available for Grant under the Employee Stock Option Plan	Stock-based Awards Available for Grant under the Non-Employee Stock Option Plan
Balance at August 31, 2019	6,067	264

Granted - stock option awards	(424)	(16)

Granted - RSUs(1)	(93)	—
Granted - PSUs(1)	(91)	—
Forfeited - stock-based awards(2)	167	2
Balance at August 31, 2020	5,626	250
Granted - stock option awards	(418)	(12)
Granted - RSUs(1)	(157)	—
Granted - PSUs(1)	(91)	—
Forfeited - stock-based awards(2)	120	—
Balance at August 31, 2021	5,080	238
Granted - stock option awards	(348)	(6)
Granted - RSUs(1)	(180)	(4)
Granted - PSUs(1)	(77)	—
Forfeited - stock-based awards(2)	194	4
Balance at August 31, 2022	4,669	232


(in thousands)
Year Ended August 31, 2022	Americas		EMEA		Asia Pacific		Total
Revenue	$	1,173,946	$	484,279	$	185,667	$	1,843,892
Operating income(1)(2)	$	159,140	$	196,231	$	120,111	$	475,482
Depreciation and amortization(2)	$	64,916	$	11,794	$	9,973	$	86,683
Stock-based compensation	$	45,319	$	8,271	$	2,413	$	56,003
Capital expenditures	$	44,114	$	1,427	$	5,615	$	51,156


Year Ended August 31, 2021	Americas		EMEA		Asia Pacific		Total
Revenue	$	1,008,046	$	427,700	$	155,699	$	1,591,445
Operating income	$	218,180	$	159,704	$	96,157	$	474,041
Depreciation and amortization	$	39,415	$	14,847	$	10,214	$	64,476
Stock-based compensation	$	35,113	$	8,401	$	1,551	$	45,065
Capital expenditures	$	38,146	$	1,424	$	21,755	$	61,325


Year Ended August 31, 2020	Americas		EMEA		Asia Pacific		Total
Revenue	$	943,649	$	406,498	$	143,964	$	1,494,111
Operating income	$	182,037	$	165,317	$	92,306	$	439,660
Depreciation and amortization	$	36,128	$	14,338	$	7,148	$	57,614
Stock-based compensation	$	28,780	$	6,576	$	1,223	$	36,579
Capital expenditures	$	60,204	$	2,079	$	15,359	$	77,642