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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________

Form 10-Q

_________________________________________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to ______

Commission File Number: 1-11869

_________________________________________________

FACTSET RESEARCH SYSTEMS INC.

(Exact name of registrant as specified in its charter)

_________________________________________________

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

45 Glover Avenue, Norwalk, Connecticut	06850
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 810-1000

Former name, former address and former fiscal year, if changed since last report: None

_________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x   Accelerated filer ☐   Non-accelerated filer ☐   Smaller reporting company ☐   Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

The number of shares outstanding of the registrant’s common stock, $.01 par value, as of December 27, 2022 was 38,251,828.

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FactSet Research Systems Inc.

Form 10-Q

For the Quarter Ended November 30, 2022

Index

		Page
Part I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Income for the three months ended November 30, 2022 and 2021	4
	Consolidated Statements of Comprehensive Income for the three months ended November 30, 2022 and 2021	5
	Consolidated Balance Sheets at November 30, 2022 and August 31, 2022	6
	Consolidated Statements of Cash Flows for the three months ended November 30, 2022 and 2021	7
	Consolidated Statements of Changes in Stockholders’ Equity for the three months ended November 30, 2022 and 2021	8
	Notes to the Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	49
Part II	OTHER INFORMATION
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	50
	Signatures	52

For additional information about FactSet Research Systems Inc. and access to its Annual Reports to Stockholders and Securities and Exchange Commission filings, free of charge, please visit FactSet’s website (https://investor.factset.com). Any information on or linked from the website is not incorporated by reference into this Quarterly Report on Form 10-Q.

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Special Note Regarding Forward-Looking Statements

FactSet Research Systems Inc. has made statements under the captions Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Part II, Item 1A. Risk Factors, and in other sections of this Quarterly Report on Form 10-Q for the three months ended November 30, 2022, that are forward-looking statements. In some cases, you can identify these statements by words such as "may," "might," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "intends," "projects," "indicates," "predicts," "potential," or "continue," and similar expressions.

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 our Annual Report on Form 10-K for the fiscal year ended August 31, 2022, 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 Quarterly Report on Form 10-Q to reflect actual results, future events or circumstances, or revised expectations.

We intend that all forward-looking statements we make will be subject to safe harbor protection of the federal securities laws as found in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FactSet Research Systems Inc.

CONSOLIDATED STATEMENTS OF INCOME – Unaudited

	Three Months Ended
	November 30,
(In thousands, except per share data)	2022		2021
Revenues	$	504,815	$	424,725
Operating expenses
Cost of services	227,042		207,131
Selling, general and administrative	105,596		91,238
Asset impairments	282		3,695
Total operating expenses	332,920		302,064
Operating income	171,895		122,661
Other income (expense), net
Interest expense, net	(14,332)		(1,494)
Other income (expense), net	322		(1,237)
Total other income (expense), net	(14,010)		(2,731)
Income before income taxes	157,885		119,930
Provision for income taxes	21,087		12,283
Net income	$	136,798	$	107,647
Basic earnings per common share	$	3.59	$	2.86
Diluted earnings per common share	$	3.52	$	2.79
Basic weighted average common shares	38,122		37,678
Diluted weighted average common shares	38,914		38,641

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FactSet Research Systems Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – Unaudited

	Three Months Ended
	November 30,
(In thousands)	2022		2021
Net income	$	136,798	$	107,647
Other comprehensive income (loss), net of tax
Net unrealized gain (loss) on cash flow hedges*	6,555		5
Foreign currency translation adjustment gains (losses)	8,769		(18,713)
Other comprehensive income (loss)	15,324		(18,708)
Comprehensive income	$	152,122	$	88,939

*For the three months ended November 30, 2022 and 2021, the net unrealized gain on cash flow hedges were net of a tax expense of $2,264 thousand and $1 thousand, respectively.

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FactSet Research Systems Inc.

CONSOLIDATED BALANCE SHEETS – Unaudited

(In thousands, except share data)	November 30, 2022		August 31, 2022
ASSETS
Cash and cash equivalents	$	437,142	$	503,273
Investments	32,572		33,219
Accounts receivable, net of reserves of $3,532 at November 30, 2022 and $2,776 at August 31, 2022	227,489		204,102
Prepaid taxes	32,178		38,539
Prepaid expenses and other current assets	99,826		91,214
Total current assets	829,207		870,347
Property, equipment and leasehold improvements, net	79,296		80,843
Goodwill	974,846		965,848
Intangible assets, net	1,882,983		1,895,909
Deferred taxes	3,653		3,153
Lease right-of-use assets, net	154,125		159,458
Other assets	53,430		38,747
TOTAL ASSETS	$	3,977,540	$	4,014,305
LIABILITIES
Accounts payable and accrued expenses	$	122,710	$	108,395
Current lease liabilities	28,970		29,185
Accrued compensation	48,067		114,808
Deferred revenues	150,264		152,039
Dividends payable	34,010		33,860
Total current liabilities	384,021		438,287
Long-term debt	1,859,096		1,982,424
Deferred taxes	10,991		8,800
Deferred revenues, non-current	8,697		7,212
Taxes payable	35,334		34,211
Long-term lease liabilities	201,964		208,622
Other liabilities	3,309		3,341
TOTAL LIABILITIES	$	2,503,412	$	2,682,897
Commitments and contingencies (see Note 12)
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; 41,848,430 and 41,653,218 shares issued; 38,214,108 and 38,044,756 shares outstanding at November 30, 2022 and August 31, 2022, respectively	418		417
Additional paid-in capital	1,225,947		1,190,350
Treasury stock, at cost: 3,634,322 and 3,608,462 shares at November 30, 2022 and August 31, 2022, respectively	(941,705)		(930,715)
Retained earnings	1,282,527		1,179,739
Accumulated other comprehensive loss	(93,059)		(108,383)
TOTAL STOCKHOLDERS’ EQUITY	$	1,474,128	$	1,331,408
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,977,540	$	4,014,305

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FactSet Research Systems Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS – Unaudited

	Three Months Ended
	November 30,
(in thousands)	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	136,798	$	107,647
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	25,997		17,208
Amortization of lease right-of-use assets	9,697		11,117
Stock-based compensation expense	12,175		10,401
Deferred income taxes	(745)		1,507
Asset impairments	282		3,695
Changes in assets and liabilities, net of effects of acquisitions
Accounts receivable, net of reserves	(23,647)		(5,268)
Accounts payable and accrued expenses	18,744		20,702
Accrued compensation	(66,796)		(53,457)
Deferred revenues	(290)		(10,248)
Taxes payable, net of prepaid taxes	6,995		(9,524)
Lease liabilities, net	(11,237)		(11,992)
Other, net	(1,337)		(8,870)
Net cash provided by operating activities	106,636		72,918
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, equipment, leasehold improvements and internal-use software	(17,960)		(8,583)
Acquisition of businesses, net of cash and cash equivalents acquired	—		(50,018)
Purchases of investments	(9,892)		(250)
Net cash used in investing activities	(27,852)		(58,851)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of debt	(125,000)		—
Dividend payments	(33,665)		(30,656)
Proceeds from employee stock plans	23,423		35,763
Repurchases of common stock	—		(18,639)
Other financing activities	(10,990)		(2,950)
Net cash provided by / (used in) financing activities	(146,232)		(16,482)
Effect of exchange rate changes on cash and cash equivalents	1,317		(5,550)
Net increase (decrease) in cash and cash equivalents	(66,131)		(7,965)
Cash and cash equivalents at beginning of period	503,273		681,865
Cash and cash equivalents at end of period	$	437,142	$	673,900

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FactSet Research Systems Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY- Unaudited

For the Three Months Ended November 30, 2022

(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, 2022	41,653,218	$	417	$	1,190,350	3,608,462	$	(930,715)	$	1,179,739	$	(108,383)	$	1,331,408
Net income									136,798				136,798
Other comprehensive income (loss)											15,324		15,324
Common stock issued for employee stock plans	131,423	1		23,422		410	(166)						23,257
Vesting of restricted stock	63,789	—				25,450	(10,824)						(10,824)
Repurchases of common stock													—
Stock-based compensation expense				12,175									12,175
Dividends declared									(34,010)				(34,010)
Balance as of November 30, 2022	41,848,430	$	418	$	1,225,947	3,634,322	$	(941,705)	$	1,282,527	$	(93,059)	$	1,474,128

For the Three Months Ended November 30, 2021

(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, 2021	41,163,192	$	412	$	1,048,305	3,547,773	$	(905,917)	$	912,515	$	(38,962)	$	1,016,353
Net income									107,647				107,647
Other comprehensive income (loss)											(18,708)		(18,708)
Common stock issued for employee stock plans	192,349	2		35,761									35,763
Vesting of restricted stock	17,349	—				6,747	(2,949)						(2,949)
Repurchases of common stock						46,200	(18,639)						(18,639)
Stock-based compensation expense				10,401									10,401
Dividends declared									(30,973)				(30,973)
Balance as of November 30, 2021	41,372,890	$	414	$	1,094,467	3,600,720	$	(927,505)	$	989,189	$	(57,670)	$	1,098,895

The accompanying notes are an integral part of these Consolidated Financial Statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FactSet Research Systems Inc.

November 30, 2022

(Unaudited)

		Page
Note 1	Description of Business	10
Note 2	Summary of Significant Accounting Policies	10
Note 3	Revenue Recognition	11
Note 4	Fair Value Measures	12
Note 5	Derivative Instruments	15
Note 6	Acquisitions	17
Note 7	Goodwill	18
Note 8	Intangible Assets	21
Note 9	Income Taxes	19
Note 10	Leases	20
Note 11	Debt	21
Note 12	Commitments and Contingencies	23
Note 13	Stockholders' Equity	25
Note 14	Earnings Per Share	26
Note 15	Stock-Based Compensation	27
Note 16	Segment Information	29

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1. DESCRIPTION OF BUSINESS

FactSet Research Systems Inc. and its wholly-owned subsidiaries (collectively, "we," "our," "us," the "Company" or "FactSet") is a global financial data and analytics company with an open and flexible digital platform that drives the investment community to see more, think bigger and do its best work. Our strategy is to build the leading open content and analytics platform to deliver a differentiated advantage for our clients’ success.

For 45 years, our platform has delivered expansive data, sophisticated analytics and flexible technology used by global financial professionals to power their critical investment workflows. As of November 30, 2022, we had more than 7,600 clients comprised of approximately 181,000 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 including 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, referred to as our "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.

We drive our business based on our detailed understanding of our clients’ workflows, which helps us to solve their most complex challenges. We provide them with an open digital platform, connected and reliable data, next-generation workflow solutions and highly committed service specialists.

We operate our business through three reportable segments ("segments"): the Americas, EMEA and Asia Pacific. Refer to Note 16, Segment Information, for further discussion. For each of our segments, we execute our strategy through three workflow solutions: Research & Advisory; Analytics & Trading; and Content & Technology Solutions ("CTS").

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

We conduct business globally and manage our business on a geographic basis. The accompanying unaudited Consolidated Financial Statements and Notes to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by GAAP for annual financial statements; as such, the information in this Quarterly Report on Form 10-Q should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2022. The accompanying unaudited Consolidated Financial Statements include our accounts and those of our wholly-owned subsidiaries; all intercompany activity and balances have been eliminated.

In the opinion of management, the accompanying unaudited Consolidated Financial Statements include all normal recurring adjustments, transactions or events discretely impacting the interim periods considered necessary to present fairly our results of operations, financial position, cash flows and equity.

Reclassifications

We reclassified comparative figures for the three months ended November 30, 2021 related to the impairment of our lease right-of-use ("ROU") assets and property, equipment and leasehold improvements to Asset impairments in the Consolidated Statements of Income and Consolidated Statements of Cash Flows to conform to the current year's presentation. The reclassifications to Asset impairments in the Consolidated Statements of Income was from Selling, general and administrative and Cost of services and in the Consolidated Statements of Cash Flows was from Depreciation and amortization and Lease liabilities, net.

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Use of Estimates

The preparation of our Consolidated Financial Statements and related disclosures, in conformity with GAAP, required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates may have been made in areas that include income taxes, stock-based compensation, goodwill and intangible assets, business combinations, long-lived assets and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates.

Concentrations of Credit Risks

Cash equivalents

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents. We are exposed to credit risk for cash and cash equivalents held in financial institutions in the event of a default, to the extent that such amounts are in excess of applicable insurance limits. We have not experienced any losses from maintaining cash accounts in excess of such limits. We do not believe our concentration of cash and cash equivalents presents a significant credit risk as the counterparties to the instruments consist of multiple high-quality, credit-worthy financial institutions.

Accounts Receivable

Our accounts receivable credit risk is dependent upon the financial stability of our individual clients; however, this risk is generally limited due to our large and geographically dispersed client base. No single client represented more than 3% of our total subscription revenues in any period presented. The receivable reserve was $3.5 million and $2.8 million as of November 30, 2022 and August 31, 2022, respectively. We do not require collateral from our clients.

Derivative Instruments

Our use of derivative instruments exposes us to credit risk to the extent counterparties may be unable to meet the terms of their agreements. To mitigate credit risk, we limit counterparties to credit-worthy financial institutions and use several institutions to reduce concentration risk. We do not expect any losses as a result of default by our counterparties.

Concentrations of Data Providers

We integrate data from various third-party sources into our hosted proprietary data and analytics platform, which our clients access to perform their analyses. As certain data sources have a limited number of suppliers, we make every effort to assure that, where reasonable, alternative sources are available. We are not dependent on any individual 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 three months ended November 30, 2022.

Recently Adopted Accounting Pronouncements

We did not adopt any new standards or updates issued by the Financial Accounting Standards Board ("FASB") during the three months ended November 30, 2022 that had a material impact on our Consolidated Financial Statements.

Accounting Pronouncements Not Yet Adopted

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act ("IRA") was signed into law. The IRA contains several revisions to the Internal Revenue Code effective in taxable years beginning after December 31, 2022, including a 15% minimum income tax on certain large corporations and a 1% excise tax on corporate stock repurchases by publicly traded U.S. corporations. We are in the process of evaluating the impact of the IRA. We do not expect this law to have a material impact on our Consolidated Financial Statements.

No other new accounting pronouncements issued or effective as of November 30, 2022 have had, or are expected to have, a material impact on our Consolidated Financial Statements.

3. REVENUE RECOGNITION

We derive most of our revenues by providing client access to our multi-asset class solutions powered by our content refinery available over the associated contractual term (referred to as the "Hosted Platform"). The Hosted Platform is a subscription-

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based service that provides client access to various combinations of products and services including workstations, portfolio analytics and enterprise solutions. In addition, through our CGS platform, we provide subscription access to a database of universally recognized identifiers reflecting differentiating characteristics for issuers and their financial instruments (referred to as the "Identifier Platform").

We determined that the majority of each of our Hosted Platform and Identifier Platform services represents a single performance obligation covering a series of distinct products and services that are substantially the same and that have the same pattern of transfer to the client. We also determined the primary nature of the promise to the client is to provide daily access to each of these data and analytics platforms. These platforms provide integrated financial information, analytical applications and industry-leading service for the investment community. Based on the nature of the services and products offered by these platforms, we apply an output time-based measure of progress as the client is simultaneously receiving and consuming the benefits of the platform. We recognize revenue for the majority of these platforms in accordance with the 'as invoiced' practical expedient as the amount of consideration that we have the right to invoice corresponds directly with the value of our performance to date.

We do not consider payment terms as a performance obligation for clients with contractual terms that are one year or less and we have elected the practical expedient.

Contracts with clients can include certain fulfillment costs, comprised of up-front costs to allow for the delivery of products and services, which are recoverable. Fulfillment costs are recognized as an asset, with the current portion recorded in the Prepaid expenses and other current assets and the non-current portion recorded in Other assets, based on the term of the license period. The fulfillment costs are amortized consistent with the associated revenues for providing the services. There are no significant judgments that would impact the timing of revenue recognition.

The majority of client contracts have a duration of one year or the amount we are entitled to receive corresponds directly with the value of performance obligations completed to date, and therefore, we do not disclose the value of the remaining unsatisfied performance obligations. 

Disaggregated Revenues 

We disaggregate revenues from contracts with clients by our segments which consist of the Americas, EMEA and Asia Pacific. We believe these segments are reflective of how we manage our business and the markets in which we serve and best depict the nature, amount, timing and uncertainty of revenues and cash flows related to contracts with clients. Segment revenues reflect sales to our clients based on their respective geographic locations. Refer to Note 16, Segment Information, for further information. 

The following table presents this disaggregation by segment:

	Three Months Ended
	November 30,
(in thousands)	2022		2021
Americas	$	323,367	$	266,913
EMEA	130,738		115,003
Asia Pacific	50,710		42,809
Total Revenues	$	504,815	$	424,725

4. FAIR VALUE MEASURES

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the use of various valuation methodologies, including market, income and cost approaches, is permissible. We consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the asset or liability. 

Fair Value Hierarchy 

The accounting guidance for fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of

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inputs that may be used to measure fair value based on the reliability of inputs. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect its placement within the fair value hierarchy levels. We have categorized our cash equivalents, investments and derivatives within the fair value hierarchy as follows: 

Level 1 – applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 – applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 – applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

(a) Assets and Liabilities Measured at Fair Value on a Recurring Basis 

The following tables show, by level within the fair value hierarchy, our assets and liabilities that are measured at fair value on a recurring basis as of November 30, 2022 and August 31, 2022. We did not have any transfers between levels of fair value measurements during the periods presented below. We held no Level 3 assets or liabilities measured at fair value on a recurring basis as of November 30, 2022 and August 31, 2022.

	Fair Value Measurements at November 30, 2022
(in thousands)	Level 1		Level 2		Total
Assets
Corporate money market funds(1)	$	210,951	$	—	$	210,951
Mutual funds(2)	—		32,572		32,572
Derivative instruments(3)	—		15,410		15,410
Total assets measured at fair value	$	210,951	$	47,982	$	258,933
Liabilities
Derivative instruments(3)	$	—	$	2,486	$	2,486
Total liabilities measured at fair value	$	—	$	2,486	$	2,486

	Fair Value Measurements at August 31, 2022
(in thousands)	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

(1) Our corporate money market funds are readily convertible into cash and the net asset value of each fund on the last day of the quarter is used to determine its fair value. Our corporate money market funds are included in Cash and cash equivalents within the Consolidated Balance Sheets.

(2) Our mutual funds have a fair value based on the fair value of the underlying investments held by the mutual funds, allocated to each share of the mutual fund using a net asset value approach. The fair value of the underlying investments is based on observable inputs. Our mutual funds are included in Investments (short-term) within the Consolidated Balance Sheets.

(3) Our derivative instruments include our foreign exchange forward contracts and interest rate swap agreements. We utilize the income approach to measure fair value for our foreign exchange forward contracts. The income approach uses pricing models that rely on

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market observable inputs such as spot, forward and interest rates, as well as credit default swap spreads. To estimate fair value for our interest rate swap agreements, we utilize a present value of future cash flows, leveraging a model-derived valuation that uses observable inputs such as interest rate yield curves. Refer to Note 5, Derivative Instruments, for more information on our derivative instruments and their classification within the Consolidated Balance Sheets.

(b) Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Assets and liabilities that are measured at fair value on a non-recurring basis relate primarily to our tangible fixed assets, lease ROU assets, goodwill and intangible assets. The fair values of these non-financial assets and liabilities are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparable information, and discounted cash flow projections. These non-financial assets are required to be assessed for impairment whenever events or circumstances indicate their carrying value may not be fully recoverable, and at least annually for goodwill.

(c) Assets and Liabilities Measured at Fair Value for Disclosure Purposes Only 

We elected not to carry our Long-term debt at fair value. The carrying value of our Long-term debt is net of related unamortized discount and debt issuance costs.

The fair value of our Senior Notes is estimated based on quoted prices in active markets as of the reporting date, given that the Senior Notes are publicly traded, which are considered Level 1 inputs. The fair value of our 2022 Credit Facilities is estimated based on quoted market prices for similar instruments, adjusted for unobservable inputs to ensure comparability to our investment rating, maturity terms and principal outstanding, which are considered Level 3 inputs. Refer to Note 11, Debt for definitions of these terms and more information on the Senior Notes and 2022 Credit Facilities.

The following table summarizes information on our outstanding debt as of November 30, 2022 and August 31, 2022:

		November 30, 2022				August 31, 2022
(in thousands)	Fair Value Hierarchy	Principal Amount		Estimated Fair Value		Principal Amount		Estimated Fair Value
2027 Notes	Level 1	$	500,000	$	455,470	$	500,000	$	470,525
2032 Notes	Level 1	500,000		419,860		500,000		438,205
2022 Term Facility	Level 3	625,000		627,344		750,000		750,975
2022 Revolving Facility	Level 3	250,000		246,562		250,000		249,075
Total principal amount		$	1,875,000	$	1,749,236	$	2,000,000	$	1,908,780
Total unamortized discounts and debt issuance costs		(15,904)				(17,576)
Total net carrying value of debt		$	1,859,096			$	1,982,424

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5. DERIVATIVE INSTRUMENTS

Cash Flow Hedges 

In designing our hedging approach, we consider several factors, including offsetting exposures, the significance of exposures, the forecasting of risk and the potential effectiveness of the hedge to reduce the volatility of our earnings and cash flows. Factors considered in the decision to hedge an underlying market exposure include the materiality of the risk, the volatility of the market, the duration of the hedge, the degree to which the underlying exposure is committed to, and the availability, effectiveness and cost of derivative instruments. Derivative instruments are only utilized for risk management purposes and are not used for speculative or trading purposes. We limit counterparties to credit-worthy financial institutions. Refer to Note 2, Summary of Significant Accounting Policies - Concentrations of Credit Risk, for further discussion on counterparty credit risk. 

We leverage foreign currency forward contracts and interest rate swaps to mitigate certain operational exposures from the impact of changes in foreign currency exchange rates and to manage our interest rate exposure. We have designated and accounted for these derivatives as cash flow hedges with the unrealized gains or losses recorded in Accumulated Other Comprehensive Loss ("AOCL"), net of tax, in the Consolidated Balance Sheets. Realized gains or losses resulting from settlement of our forward contracts and swap agreements are subsequently reclassified into Selling, general and administrative ("SG&A") and Interest expense, net, respectively, in the Consolidated Statements of Income when the hedges are settled.

Foreign Currency Forward Contracts

As we conduct business outside the U.S. in several currencies, we are exposed to movements in foreign currency exchange rates. The gains and losses on foreign currency forward contracts offset the variability in operating expenses associated with currency movements. As of November 30, 2022, we maintained a series of foreign currency forward contracts to hedge a portion of our exposures related to our primary currencies of the British Pound Sterling, Euro, Indian Rupee and Philippine Peso. We entered into these contracts to mitigate our currency exposure ranging from 25% to 75%, over their respective hedged periods, which are set to mature at various points between the second quarter of fiscal 2023 through the first quarter of fiscal 2024.

The following table summarizes the gross notional value of foreign currency forward contracts to purchase British Pound Sterling, Euros, Indian Rupees and Philippine Pesos with U.S. dollars as of November 30, 2022 and August 31, 2022.

	November 30, 2022				August 31, 2022
(in thousands)	Local Currency Amount		Notional Contract Amount (USD)		Local Currency Amount		Notional Contract Amount (USD)
British Pound Sterling	£	48,000	$	57,337	£	44,200	$	55,567
Euro	€	38,000	39,892		€	37,500	40,679
Indian Rupee	Rs	2,739,827	33,600		Rs	2,667,928	33,600
Philippine Peso	₱	1,540,066	27,300		₱	1,462,060	27,000
Total			$	158,129			$	156,846

Refer to Foreign Currency Transaction Risk in Item 3. Quantitative and Qualitative Disclosures About Market Risk of this Quarterly Report on Form 10-Q for further discussion of our exposure to foreign exchange rate fluctuations.

Interest Rate Swap Agreements

2020 Swap Agreement

On March 5, 2020, we entered into an interest rate swap agreement ("2020 Swap Agreement") with a notional amount of $287.5 million. The 2020 Swap Agreement hedged a portion of our then outstanding floating LIBOR rate debt with a fixed interest rate of 0.7995% to mitigate our interest rate exposure. On March 1, 2022, we terminated the 2020 Swap Agreement, which resulted in a one-time benefit of $3.5 million recognized in Interest expense, net in the Consolidated Statements of Income during the third quarter of fiscal 2022, based on its fair market value.

2022 Swap Agreement

On March 1, 2022, we entered into an interest rate swap agreement ("2022 Swap Agreement") with a notional amount of $800.0 million to hedge a portion of our outstanding floating Secured Overnight Financing Rate ("SOFR") rate debt with a fixed

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interest rate of 1.162%. The notional amount of the 2022 Swap Agreement declines by $100.0 million on a quarterly basis as of May 31, 2022 and is maturing on February 28, 2024. As of November 30, 2022, the notional amount of the 2022 Swap Agreement was $500.0 million.

Refer to Note 11, Debt, for further discussion of our outstanding floating SOFR rate debt. Refer to Interest Rate Risk in Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk of this Quarterly Report on Form 10-Q for further discussion of our exposure to interest rate risk on our long-term debt outstanding.

Gross Notional Value and Fair Value of Derivative Instruments

The following is a summary of the gross notional values of the derivative instruments:

(in thousands)	Gross Notional Value
	November 30, 2022		August 31, 2022
Foreign currency forward contracts	$	158,129	$	156,846
Interest rate swap agreement	500,000		600,000
Total cash flow hedges	$	658,129	$	756,846

The following is a summary of the fair values of our derivative instruments:

	Fair Value of Derivative Instruments
(in thousands)	Derivative Assets					Derivative Liabilities
Derivatives designated as hedging instruments	Balance Sheet Classification	November 30, 2022		August 31, 2022		Balance Sheet Classification	November 30, 2022		August 31, 2022
Foreign currency forward contracts	Prepaid expenses and other current assets	$	2,467	$	—	Accounts payable and accrued expenses	$	2,486	$	8,307
Interest rate swap agreement	Prepaid expenses and other current assets	12,162		10,621		Accounts payable and accrued expenses	—		—
	Other assets	781		1,791		Other liabilities	—		—
Total cash flow hedges		$	15,410	$	12,412		$	2,486	$	8,307

All derivatives were designated as hedging instruments as of November 30, 2022 and August 31, 2022.

Derivative Recognition

The following table provides the pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended November 30, 2022 and November 30, 2021, respectively:

	Gain (Loss) Recognized in AOCL on Derivatives				Location of Gain (Loss) Reclassified from AOCL into Income	Gain (Loss) Reclassified from AOCL into Income
(in thousands)	November 30,					November 30,
Derivatives in Cash Flow Hedging Relationships	2022		2021			2022		2021
Foreign currency forward contracts	$	3,323	$	(3,542)	SG&A	$	(4,965)	$	(449)
Interest rate swap agreement	3,428		2,583		Interest expense, net	2,897		(516)
Total cash flow hedges	$	6,751	$	(959)		$	(2,068)	$	(965)

As of November 30, 2022, we estimate that net pre-tax derivative gains of $12.1 million included in AOCL will be reclassified into earnings within the next 12 months. As of November 30, 2022, our cash flow hedges were highly effective with no amount of ineffectiveness recorded in the Consolidated Statements of Income for these designated cash flow hedges and all components of each derivative’s gain or loss were included in the assessment of hedge effectiveness. There was no discontinuance of our

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cash flow hedges during the three months ended November 30, 2022 or November 30, 2021, and as such, no corresponding gains or losses related to changes in the value of our contracts were reclassified into earnings prior to settlement. 

Offsetting of Derivative Instruments

We enter into master netting arrangements designed to permit net settlement of derivative transactions among the respective counterparties, settled on the same date and in the same currency. As of November 30, 2022 and August 31, 2022, there were no material amounts recorded net on the Consolidated Balance Sheets.

6. ACQUISITIONS

During fiscal 2022 and 2021, we completed acquisitions of several businesses, with the most significant cash flows related to the acquisitions of CUSIP Global Services ("CGS") and Cobalt Software, Inc. ("Cobalt").

CUSIP Global Services

On March 1, 2022, we completed the acquisition of CGS 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, operating on behalf of the American Bankers Association ("ABA"), is the 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. The CGS purchase price was in excess of the fair value of net assets acquired, resulting in the recognition of goodwill. We finalized the purchase accounting for the CGS acquisition during the fourth quarter of fiscal 2022 and did not record any material changes to the preliminary purchase price allocation.

The acquisition date fair values of major classes of assets acquired and liabilities assumed are as follows:

	Acquisition Date Fair Value		Acquisition Date Useful Life	Amortization Method
	(in thousands)		(in years)
Current assets(1)	$	29,728
Amortizable intangible assets
ABA business process	1,583,000		36 years	Straight-line
Client relationships	164,000		26 years	Straight-line
Acquired databases	46,000		15 years	Straight-line
Goodwill	214,970
Current liabilities(2)	(104,691)
Deferred revenues, long-term	(1,481)
Total purchase price	$	1,931,526

(1) Includes an accounts receivable balance of $29.5 million.

(2) Includes a deferred revenues balance of $99.4 million. The CGS acquisition was 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, Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in Item 8. of our Annual Report on Form 10-K for the fiscal year ended August 31, 2022 for more information on ASU No. 2021-08.

Goodwill totaling $215.0 million represents the excess of the CGS purchase price over the fair value of net assets acquired and considers future economic benefits that we expect to achieve as a result of the acquisition. The goodwill is included in the Americas segment and is deductible for income tax purposes. The majority of the net assets acquired relate to an ABA business process intangible which is a renewable license agreement with the ABA to manage the issuance, maintenance and access to the CUSIP numbering system and related database of CUSIP identifiers. This intangible asset's valuation and associated useful life considers the nature of the business relationship, multi-year term of the current agreement and the likelihood of long-term renewals. The useful life assigned to the Client relationships intangible asset considers the strong historical client retention and

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client renewals as a basis for expected future retention. The useful life assigned to Acquired databases considers the historical period of data collection and the limited changes to the data on an annual basis.

The results of CGS's operations have been included in our Consolidated Financial Statements, within the Americas, EMEA, and Asia Pacific segments, beginning with the closing of the acquisition on March 1, 2022. CGS functions as part of CTS. Pro forma information has not been presented because the effect of the CGS acquisition was not material to our Consolidated Financial Statements.

Cobalt Software, Inc.

On October 12, 2021, we acquired all of the outstanding shares of Cobalt for a purchase price of $50.0 million, net of cash acquired, and inclusive of working capital adjustments. Cobalt is a leading portfolio monitoring solutions provider for the private capital industry. This acquisition advances our strategy to scale our data and workflow solutions through targeted investments as part of our multi-year investment plan and expands our private markets offering. The Cobalt purchase price was in excess of the fair value of net assets acquired, resulting in the recognition of goodwill. We finalized the purchase accounting for the Cobalt acquisition during the fourth quarter of fiscal 2022 and did not record any material changes to the preliminary purchase price allocation.

The acquisition date fair values of major classes of assets acquired and liabilities assumed are as follows:

	Acquisition Date Fair Value		Acquisition Date Useful Life	Amortization Method
	(in thousands)		(in years)
Current assets	$	540
Amortizable intangible assets
Software technology	7,750		5 years	Straight-line
Client relationships	4,800		11 years	Straight-line
Goodwill	41,338
Other assets	34
Current liabilities	(4,437)
Other liabilities	(7)
Total purchase price	$	50,018

Goodwill totaling $41.3 million represents the excess of the Cobalt purchase price over the fair value of net assets acquired and is included in the Americas and EMEA segments. Goodwill generated from the Cobalt acquisition is not deductible for income tax purposes. The useful life assigned to the Client relationships intangible asset considers the historical client retention as a basis for expected future retention. The useful life assigned to Software technology considers our historical experience and anticipated technological changes.

The results of Cobalt's operations have been included in our Consolidated Financial Statements, within the Americas and EMEA segments, beginning with its acquisition on October 12, 2021. Pro forma information has not been presented because the effect of the Cobalt acquisition were not material to our Consolidated Financial Statements.

7. GOODWILL

Changes in the carrying amount of goodwill by segment for the three months ended November 30, 2022 are as follows:

(in thousands)	Americas		EMEA		Asia Pacific		Total
Balance at August 31, 2022	$	686,412	$	277,087	$	2,349	$	965,848
Foreign currency translations	—		8,984		14		8,998
Balance at November 30, 2022	$	686,412	$	286,071	$	2,363	$	974,846

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

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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.

8. INTANGIBLE ASSETS

We amortize intangible assets on a straight line basis over their estimated useful lives. The estimated useful life, gross carrying amounts and accumulated amortization totals related to our identifiable intangible assets are as follows:

		November 30, 2022						August 31, 2022
(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	$	32,979	$	1,550,021	$	1,583,000	$	21,986	$	1,561,014
Client relationships	8 to 26	264,742		59,313		205,429		263,163		55,405		207,758
Software technology	5 to 9	123,584		100,609		22,975		122,363		96,567		25,796
Developed technology	3 to 5	89,081		37,870		51,211		80,956		33,676		47,280
Acquired databases	15	46,000		2,300		43,700		46,000		1,533		44,467
Data content	5 to 20	33,389		26,153		7,236		32,305		24,973		7,332
Trade names	15	6,751		4,340		2,411		6,693		4,431		2,262
Total		$	2,146,547	$	263,564	$	1,882,983	$	2,134,480	$	238,571	$	1,895,909

The weighted average useful life of our intangible assets at November 30, 2022 was 32.8 years. As described in Note 6, Acquisitions, we acquired several intangible assets as part of the CGS acquisition. The weighted average useful life of our intangible assets at November 30, 2022, excluding those acquired from CGS, was 9.5 years. We assess intangible assets for indicators of impairment on a quarterly basis, including an evaluation of our useful lives to determine if events and circumstances warrant a revision to the remaining period of amortization. If indicators of impairment are present, amortizable intangible assets are tested for impairment by comparing the carrying value to undiscounted cash flows and, if impaired, written down to fair value based on discounted cash flows. We have not identified a material impairment nor a material change to the estimated remaining useful lives of our intangible assets for the three months ended November 30, 2022 and November 30, 2021. The intangible assets have no assigned residual values.

Amortization expense recorded for intangible assets for the three months ended November 30, 2022 and November 30, 2021 was $21.7 million and $10.1 million, respectively.

As of November 30, 2022, estimated intangible asset amortization expense for each of the next five years and thereafter are as follows:

Fiscal Year (in thousands)	Estimated Amortization Expense
2023 (remaining nine months)	$	69,398
2024	82,708
2025	76,216
2026	67,546
2027	62,783
Thereafter	1,524,332
Total	$	1,882,983

9. INCOME TAXES

Income tax expense is based on taxable income determined in accordance with current enacted laws and tax rates. Deferred income taxes are recorded for the temporary differences between the financial statement and the tax bases of assets and liabilities using currently enacted tax rates.

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Income Tax Provision and Effective Tax Rate

The provision for income taxes and effective tax rate are as follows:

	Three Months Ended
	November 30,
(in thousands)	2022			2021
Income before income taxes	$	157,885		$	119,930
Provision for income taxes	$	21,087		$	12,283
Effective tax rate	13.4		%	10.2		%

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. For the three months ended November 30, 2022, our effective tax rate is lower than the applicable U.S. corporate income tax rate mainly due to research and development ("R&D") tax credits, a foreign derived intangible income ("FDII") deduction and a tax benefit from the exercise of stock options.

For the three months ended November 30, 2022, the provision for income taxes was $21.1 million, compared with $12.3 million for the same period a year ago. The provision increased mainly due to higher pretax income at a higher effective tax rate and, to a lesser extent, an increase of the UK statutory tax rate.

10. LEASES

Our lease portfolio is primarily related to our office space, under various operating lease agreements. We review new arrangements at inception to evaluate whether we obtain substantially all the economic benefits of and have the right to control the use of an asset. Our lease ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments at lease commencement (which includes fixed lease payments and certain qualifying index-based variable payments) over the reasonably certain lease term, leveraging an estimated IBR. Certain adjustments to calculate our lease ROU assets may be required due to prepayments, lease incentives received and initial direct costs incurred. We account for the lease and non-lease components as a single lease component, which we recognize over the expected term on a straight-line expense basis in occupancy costs (a component of SG&A expense) in our Consolidated Statements of Income.

As of November 30, 2022, we recognized $154.1 million of Lease right-of-use assets, net and $230.9 million of combined Current lease liabilities and Long-term lease liabilities in the Consolidated Balance Sheets. Such leases have a remaining lease term ranging from less than one year to just over 13 years and did not include any renewal or termination options that were not yet reasonably certain to be exercised.

The following table reconciles our future undiscounted cash flows related to our operating leases and the reconciliation to the combined Current lease liabilities and Long-term lease liabilities in the Consolidated Balance Sheets as of November 30, 2022:

(in thousands)	Minimum Lease Payments
Fiscal Years Ended August 31,
2023 (remaining nine months)	$	28,995
2024	35,424
2025	33,332
2026	32,546
2027	31,694
Thereafter	114,070
Total	$	276,061
Less: Imputed interest	45,127
Present value	$	230,934

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The following table includes the components of our occupancy costs in our Consolidated Statements of Income:

	Three Months Ended
	November 30,
(in millions)	2022		2021
Operating lease cost(1)	$	8.1	$	10.5
Variable lease cost(2)	$	4.2	$	2.9

(1)    Operating lease costs include costs associated with fixed lease payments and index-based variable payments that qualified for lease     accounting under ASC 842, Leases and complied with the practical expedients and exceptions elected by us.

(2)    Variable lease costs include costs that were not fixed at the lease commencement date and are not dependent on an index or rate. These costs were not included in the measurement of lease liabilities and primarily include variable non-lease costs, such as utilities, real estate taxes, insurance and maintenance, as well as lease costs for those leases that qualified for the short-term lease exception.

The following table summarizes our lease term and discount rate assumptions related to the operating leases recorded on the Consolidated Balance Sheets:

	As of November 30, 2022		As of August 31, 2022
Weighted average remaining lease term (in years)	8.4		8.6
Weighted average discount rate (IBR)	4.4	%	4.4	%

The following table summarizes supplemental cash flow information related to our operating leases:

	Three Months Ended
	November 30,
(in millions)	2022		2021
Cash paid for amounts included in the measurement of lease liabilities	$	9.7	$	11.1
Lease ROU assets obtained in exchange for lease liabilities(1)	$	0.1	$	1.4

(1)Primarily includes new lease arrangements entered into during the period and contract modifications that extend our lease terms and/or provide additional rights.

11. DEBT

We elected not to carry our Long-term debt at fair value. The carrying value of our debt is net of related unamortized discount and debt issuance costs. Our total debt obligations as of November 30, 2022 and August 31, 2022 consisted of the following:

(in thousands)	Issuance Date	Contractual Maturity Date	November 30, 2022	August 31, 2022
2022 Credit Agreement
2022 Term Facility	3/1/2022